CLEARONE INC 8-K

What Happened
ClearOne, Inc. announced on Dec. 23, 2025 that it entered into separation and new employment agreements with Derek L. Graham and Simon Brewer. The separation agreements terminate their prior at‑will employment effective Dec. 31, 2025, and the new employment agreements make Mr. Graham the Company’s Chief Executive Officer effective Jan. 2, 2026 and Mr. Brewer the Chief Financial Officer effective Jan. 1, 2026. The agreements were approved by the Board and the company said there was no interruption to executive leadership or day‑to‑day operations. Separately, at the Dec. 29, 2025 annual meeting, shareholders re‑elected all five directors and approved the advisory vote on executive compensation.

Key Details

• Separation payments: Derek Graham will receive a lump sum severance of $53,077 (12 weeks of pay); Simon Brewer’s separation payment is $1.00.
• New pay and bonuses: Graham will be paid $12,500 per month and is eligible for a $15,000 retention bonus at the end of the fixed term. Brewer will receive a $75,000 sign‑on bonus, $300,000 annual base salary, and a $60,000 retention bonus payable upon completion of a qualifying strategic transaction (change in control/merger/sale of substantially all assets).
• Shareholder votes (record date Dec. 11, 2025; 2,237,912 shares outstanding): All five director nominees were re‑elected (individual vote counts reported in the filing) and the advisory "say‑on‑pay" vote was approved (For: 1,203,662; Against: 0; Abstained: 0).

Why It Matters
This filing shows ClearOne’s Board has formalized leadership roles and compensation for its top executives heading into 2026, which can provide clarity and stability for investors. The CFO’s larger base salary and sign‑on bonus and the CEO’s modest monthly pay plus retention incentive signal how the company is structuring executive pay and retention. Shareholders reaffirmed the current Board and approved executive compensation in the advisory vote, removing near‑term governance uncertainty. The full agreements are attached as exhibits to the 8‑K for anyone who wants the detailed terms.