GREENWAY TECHNOLOGIES, INC. & SUBSIDIARIES 8-K

What Happened

• Greenway Technologies, Inc. (GWTI) announced that the Board appointed Doug Cogan as President effective June 9, 2026; he will continue to serve as the company’s Chief Executive Officer.
• On June 12, 2026 the company entered into a three‑year executive employment agreement with Mr. Cogan, with automatic one‑year renewals unless either party gives 60 days’ notice.

Key Details

• Base salary: $240,000 annually; Board may increase salary up to 5% per year.
• Bonus: Eligible for a discretionary bonus with an initial target up to 25% of base salary, subject to performance goals and Board approval.
• Equity: Board approved an award of 2,500,000 restricted common shares to Mr. Cogan; additional annual equity awards may be granted at the Board’s discretion.
• Severance: If terminated without Cause or if he resigns for Good Reason, Mr. Cogan is entitled to accrued pay, unpaid prior-year bonus, COBRA coverage for 12 months, accelerated vesting of unvested equity, and a lump‑sum severance equal to 1.0x (or 1.5x around a Change of Control) the sum of his base salary and target bonus, subject to a release of claims.
• Other terms: Participation in senior executive benefits (medical, dental, vision, life, 401(k)), four weeks’ paid time off, expense reimbursement policy, indemnification, and customary confidentiality, non‑compete, non‑solicit and non‑disparagement provisions. The filing discloses no related‑party issues or family relationships.

Why It Matters

• Leadership/continuity: The appointment formalizes Cogan’s expanded leadership role and ties him to the company for at least three years, signaling continuity at the executive level.
• Compensation and obligations: The employment package establishes fixed cash compensation, target incentive pay, and substantial equity awards that will affect executive alignment and, if issued/vested, increase shares outstanding.
• Governance: The agreement includes standard restrictive covenants and severance protections (including enhanced severance around a Change of Control), which investors should note when evaluating potential future cash or equity dilution and executive retention costs.