XTI Aerospace CEO Resigns; $200K Separation, 2M Options Vest

What Happened

• XTI Aerospace (XTIA) filed an 8-K reporting that Scott Pomeroy resigned as Chairman, CEO and director effective August 17, 2026. The board accepted his resignation and entered into a Separation and Release of Claims Agreement providing a $200,000 separation payment and immediate vesting of Pomeroy’s 2,000,000 unvested stock options.
• The board formed a committee of independent directors to conduct an internal review of matters relating to Pomeroy and related corporate governance issues; the committee is represented by independent counsel and no timeline for completion has been set. The company stated it does not currently believe the review will affect previously issued financial statements.
• On August 17, 2026 the board named current director Jonathan Ornstein as Interim Chairman and appointed Jeremy Schneiderman as Interim CEO. Schneiderman is currently CEO of Drone Nerds (a subsidiary acquired by XTI) and will remain compensated under his Drone Nerds employment agreement pending negotiation of a definitive company CEO agreement.

Key Details

• Separation payment to Scott Pomeroy: $200,000; immediate vesting of 2,000,000 unvested options.
• Independent board committee launched to conduct internal review; represented by outside counsel.
• Interim CEO Jeremy Schneiderman’s current Drone Nerds employment terms: $400,000 annual base salary and eligibility for performance bonuses (up to 400% of base in year one, 500% in years two and three under his employment agreement).
• Related to the Drone Nerds acquisition: $4,430,744 principal remains outstanding on promissory notes to sellers (7.25% interest); sellers hold 6,524,576 Class B Units (16.597% of XTI Drones Holdings LLC) convertible 1:1 into XTI common shares—automatic exchange to common stock scheduled February 2027.

Why It Matters

• Leadership change: A CEO resignation and appointment of an interim CEO are material governance events investors should watch because they can affect strategy, execution and market confidence.
• Immediate option vesting and upcoming Class B unit conversions could increase potential dilution: 2,000,000 options vested for Pomeroy and automatic conversion/exchange of Class B Units in Feb 2027 may result in additional shares outstanding.
• Governance and disclosures: The independent review may lead to further disclosures, governance changes or other actions; although XTI currently does not expect adjustments to past financials, investors should monitor the review’s outcome and any resulting disclosure updates.
• Related-party ties disclosed: Interim CEO Schneiderman has economic interests tied to sellers of Drone Nerds and outstanding notes to those sellers remain—investors should note these related-party arrangements disclosed in the filing.