Loop Industries, Inc. 8-K

What Happened
Loop Industries, Inc. announced that its Board appointed Spencer Hart to serve as Chief Financial Officer and principal accounting officer effective January 15, 2026. Mr. Hart, age 60, has been a Loop director since February 2025 and previously served as Senior Managing Director and Senior Advisor at Guggenheim Securities (May 2013–Dec 2025). He entered an employment agreement dated January 2, 2026 with a commencement date of January 4, 2026; he will remain a member of the Board while serving as CFO.

Key Details

• Annual base salary: $200,000. Annual cash bonus opportunity: threshold = 25% of base, target = 50% of base, max = 75% of base (based on Company and individual goals).
• One-time grant: 1,000,000 stock options at $1.02 exercise price; vesting: 200,000 immediately, then 200,000 on each Jan 5 of 2027–2030. Unvested options vest immediately if the Infinite Loop India plant produces 12,500 MT of PET resin meeting customer requirements in one calendar quarter.
• Termination/severance: if Company terminates without “Serious Reason” (and Hart signs a release), he is eligible for 10 months’ base salary, a prorated annual incentive, and full vesting of options.
• Post-employment covenants: confidentiality, non-competition, non-solicitation and non-disparagement apply (non-compete/non-solicit last 10 months). No related-party transactions reported.
• Governance impact: Loop qualifies as a “controlled company” under Nasdaq rules and may use exemptions; Hart’s move to an executive role means the Board will no longer have a majority of independent directors. Hart resigned from Board committees and the Board will appoint independent directors to replace him on audit, compensation, and nominating/governance committees.

Why It Matters
This is a material executive change: investors get a new CFO with over 30 years of capital markets experience and continuity from an existing director. Compensation includes a large option award that could dilute shareholders if exercised; the options also include an acceleration clause tied to a specific production milestone at the Infinite Loop India plant, which could speed vesting if that target is met. The Company’s use of Nasdaq “controlled company” exemptions and the reduction in independent directors may be relevant to investors who monitor governance standards. Finally, severance and benefit terms are modest in cash terms (10 months’ salary) but include full option vesting on certain terminations, which could have equity implications.