US Corporate Board Director Changes SEC Filings — June 26, 2026

USA Board Room Changes

By Gunpowder Editorial ·

39 high priority 39 total filings analysed

Executive Summary

The 39 filings for June 26, 2026, reveal a high volume of board and C-suite transitions, with 12 officer changes (including CFOs at Goodyear, Fortrea, and Premier Air Charter) and 8 director changes, signaling a period of significant leadership restructuring across sectors.

A notable trend is the prevalence of 'no disagreement' departures, which may mask underlying strategic shifts or performance pressures. Key period-over-period data from Worthington Enterprises shows a mixed picture: 17% YoY revenue growth but a 210 bps gross margin decline to 27.4%, highlighting margin compression despite top-line expansion. The most critical development is Domo Inc.'s disclosure of 'advanced negotiations around a potential transaction' alongside its CTO resignation, a strong M&A signal. Portfolio-level patterns include a wave of insider retention and incentive awards (StubHub, Hyperliquid, HeartSciences) aimed at locking in key talent amid transitions, and a notable number of spin-off-related appointments (Mobility Global, FedEx Freight), suggesting corporate simplification trends. The overall sentiment is neutral with pockets of mixed signals, requiring investors to scrutinize the quality of leadership changes and underlying financial health.

Materiality, sentiment, and priority are scored by Gunpowder’s analysis pipeline. How we score filings →

Filing types in this digest: 8-K

Tracking the trend? Catch up on the prior US Corporate Board Director Changes SEC Filings digest from June 18, 2026.

Investment Signals (11)

  • Q4 FY2026 sales grew 17% YoY to $371M, full-year sales up 20% to $1.4B with 9% organic growth, and free cash flow hit a quarterly record of $55M (102% conversion). However, Q4 adjusted EBITDA declined to $83.5M from $85.1M YoY, and gross margin compressed 210 bps to 27.4%. The 5% dividend increase to $0.20/share signals management confidence, but margin pressure warrants caution.

  • CTO resignation effective July 10, 2026, coupled with the disclosure of 'advanced negotiations around a potential transaction'—a material new disclosure that strongly suggests an imminent M&A event. The decision not to replace the CTO immediately is a bullish signal for a near-term transaction.

  • Appointment of Jason Knoblauch as CFO (effective July 6) with reiterated full-year 2026 guidance of $2.55B-$2.65B revenue and $190M-$220M adjusted EBITDA. The reaffirmation of guidance during a CFO transition provides stability and a clear forward-looking benchmark.

  • New CEO Dani Bendheim granted 300,000 performance-based RSUs that only vest if the 90-day average stock price reaches $70-$100 by June 2031—a high bar that aligns management with significant stock appreciation. Current stock price levels suggest this is a multi-year value creation target.

  • $4 million retention bonus for CTO Artem Yegorov vesting over four years with clawback provisions. This is a strong signal that the company values its tech leadership and is willing to invest heavily to retain key talent, indicative of strategic importance.

  • Simultaneous departure of CEO Josh Resnik and Chief Legal Officer Todd Aman, with board member Key Compton stepping in as CEO. A double C-suite exit in one day raises questions about leadership stability and strategic direction, despite the orderly transition.

  • CFO Christina Zamarro departs after only three years in the role, with an interim CFO appointed. CFO turnover at a major industrial is a red flag for financial oversight, especially given the company's ongoing turnaround efforts.

  • Departure of EVP and CHRO Kristen Soler, the second senior executive exit in a period of operational challenges. This adds to leadership instability concerns in a company already facing margin pressure and competitive headwinds.

  • Director Hannah Valantine received 19.9% of votes withheld (32 million shares), a significant shareholder dissent signal. While all proposals passed, this level of opposition to a director nominee indicates governance concerns among a substantial minority.

  • Kroger Co (BEARISH)

    Chairman Ronald Sargent received the lowest 'For' votes (468.9M) and highest 'Against' (23.7M) among all director nominees, and the say-on-pay vote saw 11.1% against. Combined with a rejected GHG shareholder proposal, this signals growing shareholder unease with board leadership and compensation.

  • Merger agreement with Fortitude Mining Holdings, with CEO receiving 425,000 restricted shares and $250K cash bonus tied to closing. The merger is subject to shareholder approval and legacy business risks, creating a binary event with high potential upside but significant execution risk.

Risk Flags (10)

  • Gross margin declined 210 bps YoY to 27.4% in Q4 FY2026, driven by unfavorable product mix, purchase accounting impact, and inflationary pressures. ClarkDietrich equity income dropped $7M YoY, a key earnings headwind.

  • CTO resignation with no immediate replacement planned, leaving a critical technology and product leadership gap during a potential M&A process. Interim management coverage may strain execution.

  • CEO and Chief Legal Officer both depart on consecutive days (June 26 and July 2). Double C-suite exits create execution risk and potential loss of institutional knowledge, even with a planned succession.

  • CFO departs after only three years, with an interim replacement. CFO instability at a company undergoing a transformation plan can signal financial control weaknesses or strategic disagreements.

  • Departure of EVP and CHRO, adding to a pattern of senior executive exits. This can disrupt HR strategy, talent retention, and cultural stability during a critical turnaround period.

  • 19.9% of votes withheld for director Hannah Valantine, a high level of opposition that may indicate governance or performance concerns. This could lead to increased activist pressure or proxy fights.

  • Chairman received lowest support among directors, and 11.1% voted against say-on-pay. Combined with a rejected climate proposal, this suggests a growing rift between the board and a significant shareholder base.

  • Merger with Fortitude Mining is subject to shareholder approval and legacy business risks. Failure to close could leave the company with a depleted cash position and a distracted management team.

  • Separation of CEO and President roles effective July 1, 2026, with no clear successor for the President role announced. This creates organizational uncertainty and potential for internal friction.

  • Resignation of SVP of Finance effective July 3, 2026, with only outside support planned for the interim. This creates a material weakness risk in financial reporting and controls during the Q2 2026 close.

Opportunities (10)

  • Trading at a potential discount given 20% full-year sales growth and record free cash flow of $170M (102% conversion). The 5% dividend increase and strong cash generation provide a floor, while margin recovery could drive significant upside.

  • The disclosure of 'advanced negotiations' alongside a CTO resignation with no replacement is a classic pre-deal signal. Investors can position for a potential acquisition premium, though deal terms and valuation are unknown.

  • New CEO's RSUs only vest if stock reaches $70-$100 by 2031, implying management's confidence in a multi-year value creation plan. Current levels may offer an entry point before the catalyst path becomes clearer.

  • Reiterated FY2026 guidance of $2.55B-$2.65B revenue and $190M-$220M adjusted EBITDA provides a clear benchmark. New CFO from a CRO background (PPD, Clario) could bring operational rigor and cost discipline.

  • Appointment of independent director and Audit Committee expert ahead of the July 1, 2026 spin-off from S&P Global. Spin-offs often unlock value as pure-play entities, and the new board composition signals strong governance from day one.

  • Appointment of Anne DelSanto with deep cloud, SaaS, and AI experience from Salesforce/Oracle signals a strategic expansion beyond service providers into cloud infrastructure. This board refresh could catalyze a new growth strategy.

  • Appointment of Dara Bazzano as principal accounting officer with Big Four and T-Mobile/Gap experience. A $3.3M RSU grant and $400K sign-on bonus indicate strong commitment to financial reporting quality, supporting the company's maturation.

  • 3.4 million new shares authorized under the 2021 Omnibus Plan, with 97.3% shareholder support. This provides ample equity for talent retention and incentivization as the company advances its pipeline, reducing dilution overhang.

  • $4M retention bonus for CTO signals that the company is investing heavily to protect its technology moat. This is a bullish indicator for product development and platform innovation.

  • CEO and COO compensation packages with significant equity components ($2M-$3M annual target for CEO, $1M for COO) and non-compete clauses (24 months) strongly align management with long-term shareholder value creation.

Sector Themes (6)

  • Spin-off and Corporate Simplification Wave

    Three filings (Mobility Global from S&P Global, FedEx Freight, and potentially Domo) involve spin-off or M&A activity. This trend suggests companies are streamlining operations to unlock shareholder value, creating opportunities in pure-play entities and pre-deal situations.

  • CFO and Finance Leadership Churn

    At least 5 filings involve CFO or senior finance officer changes (Goodyear, Fortrea, Premier Air Charter, Ernexa Therapeutics, Atara Biotherapeutics). This high turnover rate in a single day signals a tight talent market for financial executives and potential instability at companies losing their CFOs.

  • Insider Retention via Performance-Based Equity

    Multiple companies (Phibro, StubHub, Hyperliquid, HeartSciences) are using large, performance-vesting equity grants to retain key executives. This trend aligns management with long-term stock price appreciation but also creates potential overhang and dilution risks.

  • Shareholder Activism and Governance Pushback

    Kroger and BridgeBio both showed significant shareholder dissent in director elections and say-on-pay votes. This indicates a broader trend of investors becoming more assertive on governance, compensation, and climate issues, which could lead to proxy fights or board changes.

  • Margin Compression Despite Revenue Growth

    Worthington Enterprises' 17% revenue growth with a 210 bps margin decline is a microcosm of a broader market theme. Companies are struggling to protect margins due to inflation, mix shifts, and competitive pressure, making quality of earnings a key differentiator.

  • Biotech Board Refresh with Clinical Expertise

    Appointments at Jade Biosciences (Dr. Eisner, former CMO of Vir) and BridgeBio (ongoing board changes) show a focus on adding deep clinical and regulatory expertise. This trend is positive for pipeline execution but may signal past gaps in scientific oversight.

Watch List (8)

  • Watch for a formal acquisition announcement following the disclosure of 'advanced negotiations.' The CTO resignation with no replacement is a strong signal. Timeline: weeks to months.

  • The spin-off from S&P Global is expected at 12:01 a.m. on July 1, 2026. Monitor for any last-minute delays or changes in terms. Key date: July 1, 2026.

  • New CFO Jason Knoblauch takes over July 6. Watch the Q2 earnings call for any changes to the reiterated FY2026 guidance or strategic shifts. Expected: late July/early August 2026.

  • The merger with Fortitude Mining is subject to shareholder approval. Monitor for proxy filings and vote outcomes. Timeline: Q3 2026.

  • With 11.1% against say-on-pay and the chairman receiving the lowest support, watch for potential activist investor filings or proxy challenges at the next annual meeting. Timeline: ongoing.

  • The departure of CFO Zamarro and appointment of an interim CFO puts pressure on the company to find a permanent replacement. A lengthy search could signal difficulty attracting talent. Timeline: 3-6 months.

  • With 19.9% of votes withheld for one director, watch for any board composition changes, shareholder letters, or governance improvements in response. Timeline: next few months.

  • Director Leah Solivan will not stand for reelection at the August 11, 2026 annual meeting. Watch for any additional board departures or strategic announcements at the meeting. Key date: August 11, 2026.

Filing Analyses (39)
Graphene & Solar Technologies Ltd 8-K neutral materiality 3/10

26-06-2026

On June 21, 2026, Andrew Liang resigned from the Board of Directors of Graphene & Solar Technologies Ltd, effective immediately. The company stated the resignation was not due to any disagreement with the company's operations, policies, or practices. No replacement or further board changes were announced.

  • · Resignation effective June 21, 2026.
  • · Mr. Liang's departure was not related to any disagreement with the company.
  • · No successor or interim director was named in the filing.
  • · The company is an emerging growth company and has elected not to use the extended transition period for new accounting standards.
Mobility Global Inc. 8-K neutral materiality 6/10

26-06-2026

Mobility Global Inc. appointed Joseph R. Hinrichs as an independent director and Audit Committee financial expert, effective June 25, 2026, and expects him to become Board Chair after the July 1, 2026 spin-off from S&P Global. The Board also adopted a 2026 Long Term Incentive Plan, an Executive Severance Plan, an Annual Incentive Plan, and a Legacy 401(k) Supplement, while increasing CEO William Eager's base salary to $900,000 and target incentive to 150% of base salary. No negative or flat performance metrics were reported in this governance filing.

  • · The spin-off from S&P Global is expected to be effective at 12:01 a.m. New York City time on July 1, 2026.
  • · Hinrichs has no family relationships with any Board member or executive officer and no reportable transactions under Item 404(a).
  • · CEO William Eager's RSU grant of $2,500,000 is subject to further Board approval and will vest in equal annual installments over three years.
  • · Under the Severance Plan, CEO severance in a change-in-control scenario equals 2x base salary plus target annual bonus, paid in a lump sum.
  • · The Legacy 401(k) Supplement is frozen to new deferral elections and employer contributions.
DOMO, INC. 8-K neutral materiality 6/10

26-06-2026

Domo, Inc. announced the resignation of Daren Thayne, Chief Technology Officer and Executive Vice President of Product, effective July 10, 2026. Mr. Thayne is leaving to accept another executive position elsewhere, and his resignation is not due to any disagreement with the company. Notably, due to advanced negotiations around a potential transaction involving Domo, the company does not plan to immediately replace him; his duties will be assumed on an interim basis by other management members.

  • · Daren Thayne's resignation is effective July 10, 2026, and he is expected to assist with transition until then.
  • · The company is in advanced negotiations around a potential transaction, which is a new material disclosure.
  • · No immediate replacement is planned for the CTO role; duties will be covered by other management members on an interim basis.
Rocky Mountain Chocolate Factory, Inc. 8-K neutral materiality 4/10

26-06-2026

Jeffrey R. Geygan resigned as interim CEO of Rocky Mountain Chocolate Factory, Inc., effective June 26, 2026, but will remain on the Board of Directors. The filing does not disclose a successor or any financial performance data.

  • · Resignation effective June 26, 2026.
  • · Mr. Geygan notified the Board on June 21, 2026.
  • · No successor or interim replacement has been announced.
ADTRAN Holdings, Inc. 8-K neutral materiality 3/10

26-06-2026

Adtran Holdings, Inc. appointed Anne DelSanto as an independent board member effective July 1, 2026, bringing over 30 years of cloud, SaaS, and AI experience from Salesforce, Oracle, and IBM. The appointment aligns with Adtran's strategic expansion beyond service providers into cloud infrastructure and AI-driven networking. No financial metrics or performance data were disclosed in this filing.

  • · Anne DelSanto holds a B.S. in mathematics from St. John's University and an M.S. in administrative studies from Boston College.
  • · She completed advanced governance studies at Stanford University Law School's Directors' College.
  • · She currently serves on the board of Advanced Energy (NASDAQ: AEIS) and private companies Axonius and StackAdapt.
  • · She formerly served on the boards of Juniper Networks and New Relic during their public tenure.
Jade Biosciences, Inc. 8-K neutral materiality 3/10

26-06-2026

Jade Biosciences appointed Mark Eisner, M.D., M.P.H., to its Board of Directors effective June 25, 2026. Dr. Eisner brings over 25 years of leadership in clinical development and immunology, having served as CMO at Vir Biotechnology, Sonoma Biotherapeutics, and FibroGen, and as SVP at Genentech/Roche. The company is advancing a pipeline of antibody-based therapies for autoimmune diseases, with lead candidate JADE101 targeting APRIL for IgA nephropathy, and earlier-stage programs JADE201 (anti-BAFF-R) and JADE301 (undisclosed). No financial figures or period-over-period comparisons were provided in this filing.

  • · Dr. Eisner was appointed effective June 25, 2026.
  • · He most recently served as EVP and CMO of Vir Biotechnology.
  • · He spent nearly 11 years at Genentech/Roche, including as SVP and Global Head of Product Development for Immunology, Infectious Disease, and Ophthalmology.
  • · Prior to industry, he was Professor of Medicine and Anesthesia at UCSF.
  • · Jade's pipeline includes JADE101 (APRIL-targeting for IgA nephropathy), JADE201 (afucosylated anti-BAFF-R mAb), and JADE301 (undisclosed antibody program).
  • · Jade was launched based on assets licensed from Paragon Therapeutics, an antibody discovery engine founded by Fairmount.
Aligos Therapeutics, Inc. 8-K positive materiality 5/10

26-06-2026

Aligos Therapeutics held its 2026 Annual Meeting on June 25, 2026, where stockholders approved an amendment to the 2020 Employee Stock Purchase Plan (ESPP) to add 500,000 shares and eliminate the evergreen provision. All director nominees and advisory proposals were approved, with strong support for the ESPP amendment (2,161,966 votes for vs. 17,797 against). However, the ratification of Ernst & Young as auditor received 3,786,255 votes for, with 7,484 against and 135 abstentions, indicating near-unanimous support.

  • · The ESPP amendment eliminates the evergreen provision that previously allowed automatic annual share reserve increases through 2030.
  • · The additional 500,000 shares under the Amended ESPP are available for purchase starting from the offering period that began on November 15, 2025.
  • · The company will hold future advisory votes on executive compensation on an annual basis until the next stockholder vote on frequency.
  • · Broker non-votes totaled 1,613,003 on all non-routine proposals (director election, ESPP amendment, executive compensation).
Atara Biotherapeutics, Inc. 8-K neutral materiality 5/10

26-06-2026

Atara Biotherapeutics announced the departure of Chief Accounting Officer Yanina Grant-Huerta effective July 17, 2026, and appointed Kevin G. Sarney as interim CFO, principal financial officer, and principal accounting officer effective June 26, 2026. Mr. Sarney, a Life Science Practice Leader at Charles River CFO, will serve under a consulting agreement with an hourly rate, receiving no direct compensation from the company.

  • · Yanina Grant-Huerta's employment ends July 17, 2026.
  • · Kevin G. Sarney, age 61, has over 25 years of finance and accounting experience with life science companies.
  • · Mr. Sarney has been a consultant at CRCFO since January 2021.
  • · He holds a B.S. in Management from University of Hartford, an M.S. in Accounting from Suffolk University, and an M.B.A. in Finance from Boston University.
  • · Mr. Sarney is a licensed CPA in Massachusetts.
  • · The consulting agreement may be terminated by either party upon 30 days written notice.
  • · No family relationships or related person transactions exist between Mr. Sarney and the company.
MYOMO, INC. 8-K neutral materiality 5/10

26-06-2026

Myomo, Inc. filed an 8-K on June 26, 2026, announcing the approval by stockholders of the Third Amendment to the 2018 Stock Option and Incentive Plan. The amendment increases the maximum shares reserved for issuance under the plan to 8,114,140 shares (the Initial Limit), with an annual increase starting January 1, 2027, equal to 4% of outstanding shares on the preceding December 31 or a lesser amount determined by the administrator. The amendment also allows for the addition of forfeited or canceled shares back to the plan's available pool.

  • · The amendment is effective as of the date of stockholder approval (the Effective Date).
  • · The annual increase begins on January 1, 2027, and continues each January 1 thereafter until the plan expires.
  • · Shares underlying awards from the Company's 2004 Stock Option and Incentive Plan, 2014 Stock Option and Grant Plan, and/or 2016 Equity Incentive Plan that are forfeited, canceled, or otherwise terminated (other than by exercise) may be added back to the shares available under the 2018 Plan.
  • · Shares repurchased by the Company on the open market are not added back to the available pool.
  • · The maximum number of shares that may be issued as Incentive Stock Options is capped at the Initial Limit plus annual increases, with each annual increase being the lesser of the 4% annual increase or 1,000,000 shares.
WORTHINGTON ENTERPRISES, INC. 8-K mixed materiality 8/10

26-06-2026

Worthington Enterprises reported Q4 FY2026 sales of $371M (+17% YoY) and adjusted EBITDA of $83.5M (down from $85.1M YoY). Full-year sales grew 20% to $1.4B with 9% organic growth, while adjusted EBITDA rose 12% to $296M. However, Q4 adjusted EBITDA declined modestly due to lower ClarkDietrich equity income (-$7M) and margin pressure in cooling and construction from a tough prior-year comparison. Free cash flow hit a quarterly record of $55M and full-year free cash flow was $170M (102% conversion). The company also announced a 5% dividend increase to $0.20/share.

  • · Gross margin declined to 27.4% from 29.3% a year ago due to less favorable product mix, purchase accounting impact from LSI inventory step-up, and inflationary cost pressures.
  • · Building products Q4 adjusted EBITDA margin was 27.9%, down from prior year.
  • · ClarkDietrich equity income contributions were down approximately $7 million in Q4 vs. prior year.
  • · Full-year free cash flow conversion was 102% of adjusted net earnings.
  • · Capital expenditures were $16M in Q4, including $7M for the modernization project; full-year modernization spend was $25M with $16M remaining.
  • · Joint ventures provided $35M in dividends during Q4, representing 90% of equity income.
  • · Net debt to trailing adjusted EBITDA ratio was less than 1.0x.
  • · The company repurchased 350,000 shares for $18M in Q4.
  • · Dividend increased 5% to $0.20 per share, payable in September 2026.
  • · ASME tank shipments for data centers were $13M in FY2026; expected to ship at least that much in Q1 FY2027 alone.
  • · Balloon Time Mini secured new placement in a majority of Walmart stores.
  • · Worthington was named top workplace in Central Ohio for the 14th consecutive year.
  • · Brand milestones: Balloon Time 40 years, Amtrol 80 years, BernzOmatic 150 years.
  • · SG&A as a percentage of sales reduced by 150 basis points in Q4 and 200 basis points for the full year.
  • · Wholly owned businesses full-year adjusted EBITDA grew 62% to $100M with margin expansion of 220 basis points to 11.7%.
  • · Building products full-year adjusted EBITDA increased $27M (13%) to $240M despite a $19M decline in ClarkDietrich equity earnings.
  • · Cooling and construction business faced a tough comparison due to elevated demand from A2L refrigerant transition in the prior year; management views this as a timing issue, not structural.
  • · The company has a $500M undrawn revolving credit facility.
  • · Operating cash flow was $72M in Q4 vs. $62M in prior year period.
ImageneBio, Inc. 8-K neutral materiality 3/10

26-06-2026

ImageneBio, Inc. announced the resignation of Robert Lally, Senior Vice President of Finance and Operations and principal accounting officer, effective July 22, 2026. The resignation is not due to any disagreement with the company. A search for a replacement will be conducted.

  • · Resignation effective July 22, 2026
  • · No disagreement with the company
  • · Company plans to conduct a search for replacement
ADVANCE AUTO PARTS INC 8-K neutral materiality 3/10

26-06-2026

Advance Auto Parts Inc. disclosed the departure of Kristen L. Soler, EVP and Chief Human Resources Officer, effective June 26, 2026. She will remain in an advisory capacity through July 10, 2026, and will receive severance per her agreement. This senior-level exit may raise questions about leadership stability, though the Company thanked her for her service.

  • · Ms. Soler will serve in an advisory role through July 10, 2026.
  • · The departure is described as leaving 'to pursue other opportunities,' not performance-related.
Motorsport Games Inc. 8-K neutral materiality 3/10

26-06-2026

Motorsport Games Inc. (MSGM) announced on June 25, 2026, that its Board of Directors increased the board size to five members and appointed CEO and President Stephen Hood as a Class II director, effective immediately, with a term expiring at the 2028 annual meeting. Hood will not receive additional compensation for his board service and will continue under his existing employment agreement. No other arrangements, family relationships, or reportable transactions were disclosed.

  • · The board size was increased from an unspecified number to five individuals.
  • · Stephen Hood's director term expires at the 2028 annual meeting of stockholders.
  • · No additional compensation will be provided to Hood for his director role beyond his existing employment agreement.
  • · No family relationships exist between Hood and other directors or executive officers.
  • · No transactions requiring disclosure under Item 404(a) of Regulation S-K were identified.
KROGER CO 8-K mixed materiality 6/10

26-06-2026

Kroger Co. announced that Chairman Ronald L. Sargent will transition to a non-executive role effective July 1, 2026, receiving standard non-employee director compensation plus an additional $250,000 annual incentive share grant for his chairman service. At the 2026 Annual Meeting, shareholders elected all ten director nominees, approved executive compensation and the amended 2019 Long-Term Incentive Plan, ratified PwC as auditor, and rejected a shareholder proposal on GHG emissions reporting. While all director nominees received majority support, Ronald L. Sargent received the lowest 'For' votes (468,967,642) and the highest 'Against' votes (23,737,119) among the slate, and the advisory vote on executive compensation saw 54.6 million against votes (11.1% of votes cast).

  • · Ronald L. Sargent served as Chairman since March 2025 and will cease as employee effective July 1, 2026.
  • · Shareholder proposal on GHG emissions reductions was rejected with 404,190,678 votes against vs 85,776,050 for.
  • · Ratification of PwC as auditor received 510,100,161 votes for, 43,721,635 against, and 2,341,593 abstain.
  • · The Second Amended and Restated 2019 Long-Term Incentive Plan was approved with 469,692,587 for and 23,076,470 against.
  • · Broker non-votes totaled 61,479,424 on all proposals except auditor ratification.
FedEx Freight Holding Company, Inc. 8-K neutral materiality 4/10

26-06-2026

FedEx Freight Holding Company, Inc. (FDXF) filed an 8-K on June 26, 2026, disclosing executive compensation approvals made by its HRCC on June 24, 2026. The HRCC approved a short-term annual incentive plan (TY26 AIC Plan) for the transition period from June 1 to December 31, 2026, tied to adjusted consolidated operating income, and a long-term equity incentive program (TY26–CY28 LTIP) with performance stock units and restricted stock units. Additionally, the committee awarded spin-off completion bonuses—cash bonuses of $100,000 each to five executives and restricted stock units (RSUs) to multiple executives—and approved a new Equity-Based Retirement Policy, with a notable exception for CTO Michael Rodgers that accelerates vesting upon retirement at or after age 60.

  • · The TY26 AIC Plan covers a transition year from June 1 to December 31, 2026; performance below threshold results in no payout; maximum payout is 200% of target.
  • · Under the TY26–CY28 LTIP, PSUs are tied 50% to adjusted free cash flow and 50% to adjusted EPS; RSUs vest in three tranches (May 2027, March 2028, Feb 2029).
  • · Neither LTIP PSUs nor LTIP RSUs accrue dividend equivalent rights, but Converted PSUs do.
  • · The HRCC approved cash bonuses of $100,000 each to Messrs. Klank, Lyons, McCoy, Rodgers, and Witt for successful spin-off completion, plus RSUs of varying target values.
  • · CFO Marshall W. Witt received an additional $585,000 cash bonus under his offer letter dated September 30, 2025.
  • · The Equity-Based Retirement Policy uses a 70-point age-plus-service threshold (min age 55, min service 10 years) for qualified retirement treatment.
  • · An exception was made for Michael Rodgers: his LTIP RSUs fully vest upon retirement at or after age 60 if employed through May 15, 2027; his Spin-Off RSUs fully vest upon retirement at or after age 60.
  • · Upon death or disability, LTIP PSUs vest at target level, and LTIP RSUs and Spin-Off RSUs immediately vest.
  • · The Converted PSUs held by John Smith ($825,000 target value) and four other executives ($155,000 each) now use the same performance measures as the LTIP PSUs.
PETMED EXPRESS INC 8-K neutral materiality 3/10

26-06-2026

PetMed Express, Inc. disclosed that Director Leah A. Solivan will not stand for reelection at the 2026 annual meeting scheduled for August 11, 2026, and will continue serving until that date. The departure is not due to any disagreement with the company or its board. No financial impact or performance metrics were provided in this filing.

  • · Leah A. Solivan's decision not to stand for reelection was not due to any disagreement with the Company or the Board.
  • · The 2026 annual meeting of stockholders is scheduled for August 11, 2026.
  • · Ms. Solivan will continue to serve as a director until the 2026 annual meeting.
Integer Holdings Corp 8-K neutral materiality 3/10

26-06-2026

Integer Holdings Corp announced the transition of Jim Stephens from President, Cardiac Rhythm Management & Neuromodulation to Executive Vice President, Special Projects, effective June 29, 2026, with the role ending on March 31, 2027. The Compensation Committee approved the change, and Mr. Stephens will not be eligible for short-term or long-term incentive awards in 2027. The filing does not include any financial results or period-over-period comparisons.

  • · The new role of Executive Vice President, Special Projects ends on March 31, 2027, unless terminated earlier by Mr. Stephens or the Company.
  • · If a Change of Control occurs on or before the Termination Date and Mr. Stephens remains employed through that date, his separation will be treated as a termination without Cause under the Amended and Restated Change of Control Agreement dated May 22, 2026.
  • · All other terms and conditions of Mr. Stephens' employment remain unchanged.
HOME BANCORP, INC. 8-K neutral materiality 5/10

26-06-2026

Home Bancorp, Inc. (HBCP) announced the separation of its CEO and President roles effective July 1, 2026. John W. Bordelon will remain CEO and Chairman, while Darren E#. ##.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# #.# # Management succession is framed as supportive of future growth and shareholder value, with no mention of any operational or financial weakness prompting the change.

GOODYEAR TIRE & RUBBER CO /OH/ 8-K neutral materiality 6/10

26-06-2026

Goodyear announced that CFO Christina Zamarro will depart on July 10, 2026, to pursue another opportunity, and appointed Scott Deakin as interim CFO effective July 1. Deakin brings over 25 years of financial experience, including serving as CFO of Gypsum Management & Supply. The company has initiated a search for a permanent CFO.

  • · Zamarro served as CFO for three of her 20 years at Goodyear.
  • · Deakin previously served as CFO at Gypsum Management & Supply from 2019 to 2026.
  • · Goodyear operates two Innovation Centers in Akron, Ohio, and Colmar-Berg, Luxembourg.
URSB Bancorp, Inc. 8-K neutral materiality 3/10

26-06-2026

URSB Bancorp, Inc. appointed Michael L. Hammer to its Board of Directors, effective July 29, 2026, to serve in the class with terms expiring in 2026. Mr. Hammer, recommended by community bank investor Lawrence B. Seidman, will also join the Audit and Nominating/Corporate Governance Committees. The filing notes no material transactions involving Mr. Hammer exceeding $120,000.

  • · Mr. Hammer is Chief Compliance Officer and Portfolio Manager of Veteri Place Corporation and an Independent Registered Representative of LPL Financial.
  • · He previously served on the boards of HV Bancorp, Inc. and Simsbury Bank & Trust Company, Inc.
  • · No transactions since the beginning of the Company’s last fiscal year involving Mr. Hammer exceeded $120,000.
FutureFuel Corp. 8-K neutral materiality 4/10

26-06-2026

FutureFuel Corp. (NYSE: FF) announced on June 26, 2026 that director Paul M. Manheim will not stand for re-election and will retire from the Board effective at the Company’s 2026 annual meeting; he had served on the Board since 2015 and chaired the Audit Committee while also serving on the Compensation Committee. The Board approved reducing its size to eight members effective at the Annual Meeting and is evaluating committee composition changes — there were no disputes or disagreements leading to the resignation.

  • · Resignation is effective as of the Company’s 2026 annual meeting (Annual Meeting).
  • · Company states the resignation was not the result of any dispute or disagreement with the Company or the Board.
  • · Board will evaluate changes to the composition of its Committees following the reduction in size.
Ernexa Therapeutics Inc. 8-K neutral materiality 4/10

26-06-2026

Ernexa Therapeutics Inc. (ERNA) announced the resignation of Sandra Gurrola, Senior Vice President of Finance, effective July 3, 2026. The resignation is not due to any disagreement with the company. A search for a successor has been initiated, and the company will use outside support for finance, accounting, and reporting matters in the interim.

  • · Resignation effective date: July 3, 2026.
  • · Transition assistance offered through filing of Q2 2026 10-Q (quarter ended June 30, 2026).
  • · Compensation for transition services not yet determined.
  • · Company will use additional outside support for finance, accounting, and reporting until a successor is appointed.
Fortrea Holdings Inc. 8-K neutral materiality 6/10

26-06-2026

Fortrea Holdings Inc. announced the appointment of Jason Knoblauch as CFO, effective July 6, 2026, succeeding Jill McConnell. The company reiterated its full-year 2026 financial guidance, targeting revenues of $2,550 million to $2,650 million and adjusted EBITDA of $190 million to $220 million.

  • · Jason Knoblauch previously served as CFO at Clario and Curia, and held financial leadership roles at PPD including interim CFO.
  • · Knoblauch holds a Bachelor of Science in business administration from Creighton University and a Master of Science in accounting from the University of Virginia.
  • · Jill McConnell is stepping down after helping Fortrea become an independent global CRO.
  • · Fortrea provides phase I-IV clinical trial management, clinical pharmacology, and consulting services across more than 20 therapeutic areas.
StubHub Holdings, Inc. 8-K positive materiality 5/10

26-06-2026

StubHub Holdings (STUB) entered into a retention bonus agreement with Chief Technology Officer Artem Yegorov on June 22, 2026, providing a $4 million retention bonus that vests over four years. The bonus is only fully earned if Mr. Yegorov remains employed through the fourth anniversary, with clawback provisions for termination for cause or voluntary resignation before that date.

  • · The retention bonus is forfeitable in part if Mr. Yegorov is terminated for cause or resigns before the fourth anniversary of the Effective Date (June 22, 2026).
  • · The Agreement is filed as Exhibit 10.1 to the 8-K.
FiscalNote Holdings, Inc. 8-K neutral materiality 7/10

26-06-2026

FiscalNote Holdings announced the departure of CEO Josh Resnik effective June 26, 2026, and the appointment of board member Key Compton as his successor. Additionally, Chief Legal and Administrative Officer Todd Aman resigned effective July 2, 2026, to pursue another opportunity. The company expressed gratitude for both executives' service and noted that compensation arrangements for Mr. Compton are being finalized.

  • · Josh Resnik will remain in a consulting role until July 31, 2026, to assist with transition.
  • · Key Compton has served on the board since February 2021 and was Audit Committee Chair.
  • · Mr. Compton co-founded GPO Fund and led its investment in FiscalNote in 2020.
  • · Todd Aman's resignation is effective July 2, 2026, and he signed the 8-K as the authorized officer.
  • · Compensation details for Mr. Compton are not yet disclosed and will be filed in an amendment.
PHIBRO ANIMAL HEALTH CORP 8-K neutral materiality 7/10

26-06-2026

Phibro Animal Health Corp announced the appointment of Daniel (Dani) Bendheim as Chief Executive Officer and President, effective July 1, 2026. He will receive an annual base salary of $850,000, be eligible for an annual discretionary bonus of 50% of base salary, and was granted 300,000 performance-based restricted stock units that only vest if the company's 90-day average stock price reaches between $70 and $100 by June 30, 2031. The appointment reflects a leadership transition, but the RSUs have no guaranteed value—vesting requires significant stock price appreciation from recent levels, and no prior financial performance metrics were provided.

  • · The RSUs will not vest at all if the 90-day average stock price is below $70; 100% vesting requires a 90-day average of $100 or above.
  • · Upon termination without cause, Mr. Bendheim may receive up to 18 months of Company-subsidized COBRA coverage.
  • · In the event of a change in control where the company's shares cease to be traded on a nationally recognized exchange, or a qualifying termination within 12 months after change in control, all unvested RSUs will immediately vest in full.
Hyperliquid Strategies Inc 8-K neutral materiality 4/10

26-06-2026

Hyperliquid Strategies Inc (NASDAQ: PURR) filed an 8-K on June 26, 2026 disclosing two executive compensation actions. The company entered into an Executive Placement Agreement with a consultant controlled by COO Jeroen Nieuwkoop providing for annual base compensation of $400,000, a target cash bonus of 100% of base, and equity awards with a target annual value of $1,000,000. Meanwhile, CEO David Schamis received a First Amendment to his employment agreement effective July 1, 2026 increasing his base salary to $600,000 and establishing an annual equity target range of $2,000,000 to $3,000,000 per fiscal year. No performance metrics, declines, or flat trends were reported in this filing.

  • · COO Placement Agreement with SBR Limited is effective June 22, 2026, and contains non-competition and non-solicitation covenants (24 months after termination).
  • · COO severance upon termination without cause (outside change-in-control period) includes 6 months base pay, health insurance subsidy, and 50% accelerated vesting of outstanding equity.
  • · COO severance during a change-in-control period includes 12 months base pay, full (100%) equity acceleration, pro-rated bonus, and outplacement services.
  • · CEO's first amendment raises base salary from undisclosed prior amount to $600,000 effective July 1, 2026.
  • · CEO's annual equity target is a range of $2,000,000 to $3,000,000 per fiscal year, awarded after fiscal year-end financials are filed.
  • · Both executives have target bonus of 100% of base salary based on discretionary metrics set by the Board/Compensation Committee.
Premier Air Charter Holdings Inc. 8-K neutral materiality 5/10

26-06-2026

Premier Air Charter Holdings Inc. appointed Matt Aune as CFO effective June 22, 2026, with an annual base salary of $237,000 and a stock option grant for 1,500,000 shares at $0.059 per share. The appointment aims to strengthen financial leadership, but no prior financial performance metrics are disclosed.

  • · Matt Aune previously served as CFO of Phunware, Inc. from August 2011 to June 2023.
  • · The stock option has an exercise price of $0.059 per share and a five-year term.
  • · Option vests in four equal annual installments of 25% each.
  • · The offer letter includes unlimited paid time off and benefits effective first of month after 30 days.
  • · Company's SIC code is 3841 (Surgical & Medical Instruments & Apparatus), indicating a potential mismatch with air charter business.
HARLEY-DAVIDSON, INC. 8-K neutral materiality 3/10

26-06-2026

Harley-Davidson announced the departure of Paul Krause as Chief Legal, Compliance and Corporate Affairs Officer and Corporate Secretary, effective June 29, 2026, with an advisory role through September 1, 2026. Gayle Littleton will succeed him in the same roles effective June 29, 2026. The filing does not include any financial figures or performance metrics.

  • · Paul Krause will assume an advisory role from June 29, 2026 until September 1, 2026 to support transition.
  • · Gayle Littleton will join as Chief Legal, Compliance and Corporate Affairs Officer and Corporate Secretary effective June 29, 2026.
  • · Mr. Krause will be entitled to benefits under the Company’s Severance Plan upon exit.
GENESIS ENERGY LP 8-K neutral materiality 3/10

26-06-2026

On June 26, 2026, James E. Davison notified the Board of the general partner of Genesis Energy, L.P. of his retirement from the Board, effective June 26, 2026. The filing notes his resignation was not due to any disagreement with Genesis Energy, L.P. on matters relating to the company's operations, policies or practices. No replacement, severance, compensatory arrangements, or other details were disclosed.

  • · Date of report / earliest event reported: June 26, 2026
  • · Effective date of retirement/resignation: June 26, 2026
  • · Registry / filer details: Commission File Number 1-12295; I.R.S. Employer Identification No. 76-0513049
  • · Registrant principal office: 811 Louisiana, Suite 1200, Houston, Texas 77002; phone (713) 860-2500
  • · Form signed by Kristen O. Jesulaitis on behalf of Genesis Energy, LLC (sole general partner)
HeartSciences Inc. 8-K mixed materiality 8/10

26-06-2026

HeartSciences Inc. entered into a merger agreement with Fortitude Mining Holdings, Inc. on June 23, 2026, under which a subsidiary will merge into Fortitude, making HeartSciences the sole managing member of the surviving company. In connection with the transaction, CEO Andrew Simpson received a retention bonus of 425,000 restricted shares and a $250,000 cash bonus, while CFO Danielle Watson was awarded a $50,000 discretionary cash bonus. However, the merger is subject to shareholder approval and other closing conditions, and the company's legacy business faces risks that could delay or prevent the transaction.

  • · The restricted shares granted to Simpson are non-voting until they vest, with vesting tied to the Closing and continued employment over four quarterly anniversaries.
  • · If Simpson is terminated without Just Cause or resigns for Constructive Termination, all unvested shares immediately vest; voluntary resignation results in forfeiture of unvested shares.
  • · The Plan Amendment increases the share pool by 475,000 shares and is subject to shareholder approval at the meeting related to the Merger.
  • · The Board will be expanded from five to nine directors, with Seller designating the new appointees; Andrea Childs and Erik Ellingson will replace Simpson and Watson as CEO and CFO, respectively, effective at Closing.
  • · The Merger Agreement includes conditions such as shareholder approval and regulatory filings; failure to satisfy these could prevent the transaction from closing.
BERKLEY W R CORP 8-K neutral materiality 3/10

26-06-2026

Lucille Sgaglione will resign as Executive Vice President of W. R. Berkley Corporation effective June 30, 2026, and will transition to a part-time Senior Advisor role with adjusted compensation. Her outstanding long-term incentive awards will be treated per the applicable award agreements.

  • · Ms. Sgaglione's resignation as Executive Vice President is effective June 30, 2026.
  • · She will continue on a part-time basis as Senior Advisor with compensation adjusted for the new role.
  • · Outstanding long-term incentive awards will be handled per the terms of the applicable award agreements.
EXPAND ENERGY Corp 8-K neutral materiality 3/10

26-06-2026

Expand Energy Corp disclosed the resignation of Gregory M. Larson, Vice President – Accounting & Controller, effective June 23, 2026. Marcel Teunissen, the recently appointed Executive Vice President and CFO (since April 6, 2026), has assumed the duties of principal accounting officer on an interim basis while a permanent replacement is sought. The resignation was not due to any disagreement with the company regarding operations, policies, or practices.

  • · Marcel Teunissen was appointed as Executive Vice President and CFO on April 6, 2026.
  • · The company previously entered into an indemnification agreement with Mr. Teunissen, filed as Exhibit 10.7 to the Annual Report on Form 10-K filed on February 26, 2025.
  • · Mr. Teunissen has no family relationships with any director or executive officer and no material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.
BridgeBio Pharma, Inc. 8-K neutral materiality 5/10

26-06-2026

BridgeBio Pharma held its 2026 Annual Meeting on June 22, 2026, where stockholders elected three Class I directors (James C. Momtazee, Frank P. McCormick, Ph.D., and Hannah A. Valantine, M.D.) and approved all five proposals, including the non-binding advisory vote on executive compensation and the amendment of the 2021 Stock Option and Incentive Plan to increase authorized shares by 2 million. Director Randal W. Scott resigned upon completion of his term, with no disagreement with the company. While all proposals passed, director Hannah Valantine received a notable 32 million votes withheld (19.9% of votes cast), indicating significant shareholder dissent.

  • · Proposal 2 (Say-on-Pay) passed with 152,949,577 votes for, 6,938,080 against, and 1,219,213 abstentions.
  • · Proposal 3 (Frequency of Say-on-Pay) favored every 1 year with 154,371,970 votes; next required vote on frequency is no later than the 2032 annual meeting.
  • · Proposal 4 (Ratification of Deloitte & Touche) passed overwhelmingly with 175,420,234 votes for, only 203,310 against, and 82,813 abstentions; zero broker non-votes.
  • · Proposal 5 (Stock Plan amendment) passed with 132,402,786 votes for, 27,350,537 against, and 1,353,547 abstentions; 14,599,487 broker non-votes.
  • · Director James C. Momtazee received the highest support with 156,790,852 votes for and only 4,316,018 withheld.
  • · Director Frank P. McCormick received 153,020,532 votes for and 8,086,338 withheld.
  • · Director Hannah A. Valantine received 129,081,930 votes for and 32,024,940 withheld (19.9% withheld).
  • · There were 14,599,487 broker non-votes for director elections and proposals 1, 2, 3, and 5.
MEDALLION FINANCIAL CORP 8-K neutral materiality 5/10

26-06-2026

Medallion Financial Corp. filed an 8-K reporting that its Compensation Committee approved accelerated vesting of 92,978 restricted shares and clarified that Donald S. Poulton's shift from CEO of Medallion Bank to a board director is not a termination, preserving his stock option expiration dates. The committee also made him eligible for a discretionary cash bonus to be determined in Q1 2027.

  • · Accelerated vesting of 92,978 shares of unvested restricted stock was approved effective June 25, 2026.
  • · Vested stock option expiration dates remain unchanged due to the transition not being considered a termination.
  • · Discretionary annual cash bonus eligibility for Donald S. Poulton was approved, with the amount to be determined in Q1 2027.
Celldex Therapeutics, Inc. 8-K positive materiality 4/10

26-06-2026

At its 2026 Annual Meeting, Celldex Therapeutics stockholders elected all nine director nominees and approved an amendment to the 2021 Omnibus Equity Incentive Plan, increasing authorized shares by 3.4 million to 12.9 million. Shareholders also ratified the appointment of PricewaterhouseCoopers as independent auditor and approved, on a non-binding advisory basis, named executive officer compensation. While all proposals passed, the equity plan amendment received the lowest support at 97.3% of votes cast (excluding broker non-votes), and CEO Anthony Marucci received the highest 'For' votes among director nominees.

  • · The 2026 Annual Meeting was held on June 25, 2026.
  • · All nine director nominees were elected to serve until the 2027 Annual Meeting.
  • · The equity plan amendment was approved with 58,844,414 For, 1,654,297 Against, and 185,005 Abstain, plus 4,402,319 broker non-votes.
  • · Ratification of PricewaterhouseCoopers as independent auditor for fiscal year ending Dec 31, 2026 passed with 64,712,039 For, 174,706 Against, 199,290 Abstain.
  • · Advisory say-on-pay vote passed with 59,258,619 For, 945,414 Against, 479,683 Abstain, plus 4,402,319 broker non-votes.
  • · CEO Anthony Marucci received the highest 'For' votes among director nominees (60,218,830).
  • · The filing is dated June 26, 2026, signed by Sam Martin, SVP and CFO.
Federal Home Loan Bank of Boston 8-K neutral materiality 3/10

26-06-2026

As of June 22, 2026, member director Kevin D. Miller ceased serving as president and CEO of Profile Bank, making him ineligible to serve as a member director for the Federal Home Loan Bank of Boston representing New Hampshire. The Bank's board may elect a replacement by majority vote to fill the remainder of Mr. Miller's term, which expires on December 31, 2026.

  • · Mr. Miller served on the Executive Committee, the Audit Committee as one of two audit committee financial experts, the Finance Committee, and the Governance/Government Relations Committee.
  • · The replacement director's term will expire on December 31, 2026.
Federal Home Loan Bank of Chicago 8-K neutral materiality 3/10

26-06-2026

Dean A. Ahlers resigned from the Board of Directors of the Federal Home Loan Bank of Chicago effective June 25, 2026, citing personal reasons and no disagreement with the Bank. His term was scheduled to expire on December 31, 2028. The Board will appoint another member director to fill the unexpired term.

  • · Mr. Ahlers served on the Board as a member director since 2025.
  • · His most recent term was scheduled to expire on December 31, 2028.
  • · The resignation is effective immediately as of June 25, 2026.
  • · The Bank will appoint another member director to fill the unexpired term in accordance with election rules.
Robinhood Markets, Inc. 8-K neutral materiality 3/10

26-06-2026

Robinhood Markets appointed Dara Bazzano as principal accounting officer, effective June 25, 2026, succeeding CFO Shiv Verma who continues as CFO and principal financial officer. Ms. Bazzano, age 58, has been the company's Chief Accounting Officer since April 2026 and brings extensive experience from T-Mobile, CBRE, Gap, and Big Four accounting firms. Her compensation includes a $425,000 base salary, 40% target bonus, $1.54M annual equity target, a $3.3M RSU grant vesting over two years, and a $400,000 sign-on bonus.

  • · Dara Bazzano previously served as California Market leader for Cross Country Consulting from June 2025 to April 2026.
  • · Prior roles include SVP and Chief Accounting Officer at T-Mobile US (2020-2025), SVP Global Finance/CAO at CBRE Group (2018-2020), and Global Controller/CAO at Gap Inc. (2013-2018).
  • · Ms. Bazzano also served as an Assurance Partner at PricewaterhouseCoopers and KPMG LLP.
  • · The sign-on bonus of $400,000 is payable in two equal installments: one within 30 days of starting as Chief Accounting Officer and one within 30 days after the one-year anniversary.
  • · Ms. Bazzano's compensation remains unchanged in connection with her appointment as principal accounting officer.

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