VisionWave Holdings, Inc. 8-K

What Happened
VisionWave Holdings, Inc. announced on its January 7, 2026 Form 8‑K that on January 2, 2026 it appointed Mansour Khatib and Shmaya D. (Daniel) Ollech as independent directors. The company also entered into a new Employment Agreement with its Chief Financial Officer, Erik Klinger, effective January 2, 2026, continuing his service and setting compensation and equity incentives.

Key Details

• Two independent directors appointed effective January 2, 2026: Mansour Khatib and Shmaya D. (Daniel) Ollech. Neither currently serves on Board committees.
• Independent Director pay: $36,000 annual cash retainer (paid quarterly), committee chair additional cash fees, and an annual restricted stock grant valued at $60,000 (vesting after 12 months; prorated for partial years).
• CFO employment: Erik Klinger’s Employment Agreement has an initial three‑year term (auto‑renews annually unless notice given); base salary $120,000 per year; standard benefits and four weeks paid vacation.
• Equity for CFO: a nonstatutory option to purchase 500,000 shares at the closing price on Dec 31, 2025, subject to shareholder approval of the company’s 2025 Omnibus Equity Incentive Plan; option vests in 12 quarterly installments over four years starting on the plan approval date.
• Severance and protections: the Employment Agreement includes termination provisions, a potential one‑time $120,000 severance in certain circumstances (subject to release), and acceleration of equity upon a Change in Control.

Why It Matters
The board additions increase VisionWave’s independent oversight and signal governance strengthening (appointments are qualified as independent under Nasdaq/SEC rules). Retaining the CFO under a multi‑year contract with a sizable stock option aligns management incentives with shareholder outcomes but can create future dilution if shareholders approve the equity plan. Investors should watch for the shareholder vote on the 2025 Omnibus Equity Incentive Plan (which controls whether the CFO’s 500,000‑share option becomes effective) and any future committee assignments or additional director compensation that could affect governance or dilution.