Navan, Inc. 8-K

What Happened

• Navan, Inc. (NAVN) filed an 8-K on February 11, 2026, announcing that its Board appointed Aurélien Nolf as Chief Financial Officer, effective March 2, 2026. He succeeds Anne Giviskos, who has been Interim CFO and will resume her prior role as Senior Vice President, Strategic Finance and Chief Accounting Officer. The company issued a press release announcing the appointment (Exhibit 99.1).

Key Details

• Compensation: initial annual base salary of $600,000.
• Sign-on package: $1,500,000 cash sign-on bonus (repayable if he resigns without Good Reason or is terminated for Cause, reduced by 1/12 per month worked) plus restricted stock units (RSUs) with an estimated value of $1,000,000 that vests on the first quarterly vesting date after one year of employment.
• Annual and long-term incentives: eligible for an annual discretionary bonus up to $300,000 (pro-rated for fiscal 2027); RSU grant estimated at $8,000,000 (25% vests after ~1 year, remainder vests quarterly over the next 3 years); stock option award estimated at $6,000,000 with exercise price equal to the closing price on grant date (25% vests after 1 year, then monthly over 3 years).
• Agreements: Mr. Nolf entered into the company’s standard Employee Invention Assignment and Confidentiality Agreement, a Change in Control and Severance Agreement (as previously filed in NAVN’s S‑1/A), and the company’s standard indemnification agreement. Offer letter dated February 3, 2026. No related-party relationships or reportable transactions disclosed.

Why It Matters

• Leadership: The appointment fills the permanent CFO role after an internal interim period, which can affect investor confidence in finance leadership and execution.
• Financial impact: The deal uses a mix of cash and sizable equity incentives (total estimated long-term equity + options ≈ $14M) to align the new CFO with company performance and retention; equity vesting and repayment terms link compensation to continued service.
• Operational signal: Hiring a CFO with extensive FP&A and investor relations experience from public companies (Lyft, Electronic Arts) may signal Navan’s focus on forecasting, profitability improvements, and capital markets engagement.