Stardust Power Inc. 8-K

What Happened

• Stardust Power Inc. (SDST) announced on January 26, 2026 that it hired Bruce Czachor as General Counsel, Chief Compliance Officer and Secretary, effective immediately. Mr. Czachor, age 64, has over 35 years of legal and corporate experience, most recently serving as Executive Vice President – Chief Legal Officer and Secretary of Piedmont Lithium Inc. since December 2018.

Key Details

• Base salary: $400,000 per year, payable under the Company’s payroll practices.
• Bonus and equity: discretionary annual bonus targeted at 75% of base salary (Target Bonus) with a maximum opportunity of 200% of the Target Bonus; sign‑on award of 40,000 shares of common stock; eligibility for future equity grants.
• Severance (upon a “Covered Termination”): outside the change‑in‑control protection period, a lump‑sum equal to 12 months’ base salary, COBRA premiums for up to 12 months, and full acceleration of unvested equity (performance awards at target); if termination occurs in the change‑in‑control protection period, a lump‑sum equal to 2x (base salary + Target Bonus), COBRA up to 12 months, and full equity acceleration.
• Contract terms: Employment Agreement dated Jan 26, 2026 includes confidentiality, a one‑year non‑competition covenant, other post‑termination restrictions, and a Section 280G cutback to limit excise tax exposure. No related‑party arrangements or family relationships were reported.

Why It Matters

• For investors, this is a material executive hire strengthening the company’s legal and compliance leadership with an experienced public‑company lawyer. The agreement creates potential near‑term stock dilution (40,000 sign‑on shares) and possible future cash or accelerated equity obligations if Mr. Czachor is terminated (including enhanced amounts on a change in control). The company also issued a press release on Jan 26, 2026 announcing the appointment (Exhibit 99.1).