$BNC·8-K

CEA Industries Inc. · Mar 12, 4:17 PM ET

CEA Industries Inc. 8-K

Research Summary

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Updated

CEA Industries Inc. Appoints William B. Miller as Chief Financial Officer

What Happened
CEA Industries Inc. announced on March 9, 2026 that its Board appointed William B. Miller, age 45, as Chief Financial Officer effective that same day; the company filed an 8-K and issued a press release on March 10, 2026. Mr. Miller has more than 20 years of finance and accounting experience, including recent roles as Chief Accounting Officer at Figure Technology Solutions (2025) and Chief Financial Officer at reAlpha Tech Corp. (2024).

Key Details

  • Base salary: $350,000 per year (effective March 9, 2026).
  • 2026 target annual incentive bonus: $175,000, subject to performance targets.
  • Annual equity refresh target: $500,000–$750,000 grant date fair value (subject to Board approval and share availability).
  • Inducement (New Hire) grant: $1,000,000 in restricted stock units, vesting 25% after one year then quarterly over four years, subject to continued service.
  • Severance: nine months of base salary if terminated without cause or for good reason (subject to release).
  • Change-in-control: if terminated without cause or for good reason within one year after a change in control, unvested New Hire RSUs fully accelerate and severance applies.
  • No related-party relationships or reportable transactions were disclosed. Employment Agreement is filed as Exhibit 10.1; press release filed as Exhibit 99.1.

Why It Matters
This is a material leadership change for CEA’s finance and reporting function: a new CFO with public-company accounting and capital markets experience has been installed immediately. The compensation package includes a large upfront RSU inducement and ongoing equity targets that could impact share-based compensation expense and potential dilution. The severance and change-in-control protections are standard but create contractual cash and equity consequences the company may need to recognize if triggering events occur.

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