US Corporate Board Director Changes SEC Filings — July 24, 2026

USA Board Room Changes

By Gunpowder Editorial ·

38 high priority 38 total filings analysed

Executive Summary

This intelligence stream covers 38 regulatory filings from July 24, 2026, focused on board room changes including officer appointments, resignations, and compensation adjustments. Key themes include a wave of insider equity grants and retention awards designed to lock in top talent, particularly in the industrial and technology sectors, alongside several notable CEO and CFO succession events.

A significant pattern is the use of performance-based equity with specific stock price hurdles (e.g., Corpay, AAR Corp) and retention packages tied to FDA approval milestones (Outlook Therapeutics). While most changes are routine, several high-materiality events stand out: the resignation of Microchip Technology's COO to become a CEO elsewhere, a succession plan at Cleveland-Cliffs promoting the founder's son, and a special $25M retention award at L3Harris. The aggregate data reveals a strong emphasis on aligning executive compensation with shareholder value creation, with a notable uptick in insider equity grants as a retention tool rather than cash bonuses.

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 July 21, 2026.

Investment Signals (10)

  • Appointed Celso L. Goncalves Jr. as President and CFO, with a 13% salary increase to $1M and a tripled severance multiple to 3 years. This succession plan signals strong internal leadership continuity and a vote of confidence in the CFO's capabilities

  • FedEx (BULLISH)

    Approved a new Executive Severance Plan with enhanced multipliers (2x for CEO, 1.5x for 10+ year execs) and a special $1.9M cash bonus to CEO Rajesh Subramaniam for exceeding FY2026 targets, including structural cost savings above the $1B goal. This signals strong operational performance and management alignment

  • Corpay (BULLISH)

    Granted CEO Ronald F. Clarke 300,000 PSUs with stock price hurdles of $425, $450, and $475 through August 2028. The current stock price is likely well below these levels, creating a powerful incentive for management to drive significant shareholder value

  • Approved a $25M special retention award (50% PSUs, 50% RSUs) for three top executives with a three-year cliff vesting through FY2029. This signals a strong desire to retain key leadership in a competitive defense talent market

  • Richard Sands and Robert Sands each received over 11% votes against their re-election (16.3M+ votes against), indicating significant shareholder dissent. This is a red flag for governance and could lead to activist pressure

  • COO Richard Simoncic is resigning to become CEO of a private company, with no successor named. This creates a leadership gap in operations and could signal a talent drain at a critical level

  • Granted CEO and CFO stock options and cash bonuses ($420K CEO, $200K CFO) contingent on FDA approval of ONS-5010 by July 31, 2026. The binary nature of this catalyst creates high risk/reward for investors [BULLISH/BEARISH]

  • CEO Lou Torchio received 125,298 RSUs to incentivize him to stay past retirement age (65 in 2027). This retention-focused grant signals the board's concern about leadership succession and the CEO's value

  • Verizon (BULLISH)

    Extended CEO Daniel Schulman's contract through 2028 with a minimum $25M LTI award for 2028. This long-term commitment signals board confidence and stability at the top

  • NN Inc (BULLISH)

    Granted 500,000 PSUs to top three executives with performance metrics tied to EBITDA, FCF, sales, and relative TSR over three years. The 0%-200% payout range creates strong alignment with operational performance

Risk Flags (9)

  • COO Richard Simoncic resigns effective Aug 17, 2026, with no successor named. This operational leadership vacuum could disrupt supply chain and manufacturing execution

  • 11.3% of votes against Richard Sands and 11.2% against Robert Sands at the 2026 Annual Meeting. This level of dissent suggests governance concerns that could attract activist investors

  • Jonathan Bock resigned as Co-CEO of both funds on July 20, 2026, with no successor named. This dual departure could signal internal issues or strategic shifts

  • CTO Ravi Mohan resigns effective Aug 14, 2026, with a consulting fee of $64,375/month through Feb 2027. The extended advisory period suggests a complex transition that could impact technology initiatives

  • Estée Lauder/Director Retirement [LOW RISK]

    Jennifer Hyman, a director since 2018, will retire effective Nov 16, 2026. While routine, the loss of a director with audit and ESG committee experience could weaken board oversight

  • COFO and CBO entered into severance agreements with 12 months base salary and change-in-control provisions. This could signal potential management instability or a prelude to restructuring

  • Director Charlotte Nangolo resigned from the board and both audit and compensation committees effective immediately. The sudden departure from key committees raises governance concerns

  • Appointed a Co-CEO alongside existing CEO, creating potential for leadership conflicts. The lack of disclosed compensation or role delineation adds uncertainty

  • Chief Accounting Officer resigned effective immediately, with CFO taking on the role without additional compensation. This could indicate internal accounting issues or workload concerns

Opportunities (9)

  • CEO granted 300,000 PSUs with $425, $450, $475 stock price targets through Aug 2028. If the stock is trading below $425, this creates a clear catalyst for management to drive the stock price higher, presenting a potential entry point

  • Special bonus pool for 1,100 employees tied to exceeding $1B structural cost savings target. This operational efficiency achievement could drive margin expansion and earnings upside

  • CEO and CFO bonuses contingent on FDA approval of ONS-5010 by July 31, 2026. If approved, the stock could re-rate significantly; if denied, it's a binary risk. The July 31 deadline creates near-term catalyst

  • Promotion of Celso Goncalves Jr. to President and CFO with board seat signals a clear succession plan. The 13% salary increase and enhanced severance suggest strong performance and alignment with shareholder interests

  • $25M special retention award for top executives with three-year cliff vesting. This ensures key leadership stability in a competitive defense market, supporting long-term contract execution

  • PSUs with 0%-200% payout range tied to EBITDA, FCF, sales, and TSR. This aggressive incentive structure could drive significant operational improvements and shareholder returns

  • Verizon/CEO Stability (OPPORTUNITY)

    Extension of CEO contract through 2028 with $25M+ LTI award. This provides strategic continuity and signals confidence in the company's long-term plan, potentially attracting long-term investors

  • Alan Khalili appointed CFO with 20+ years of space/satellite experience. His background in public-company CFO roles and co-founding a space-based platform could drive commercialization and financial discipline

  • New severance plan with lump-sum payments (2x salary + bonus for change of control) aligns with market practice and could make the company an attractive acquisition target

Sector Themes (6)

  • Retention Awards Surge in Industrial/Defense

    Multiple companies (L3Harris, AAR Corp, NN Inc, Corpay) granted special performance-based equity awards to retain top executives. This trend suggests a competitive talent market and a focus on long-term alignment with shareholders

  • Succession Planning in Focus

    Several companies announced CFO/CEO succession plans (Cleveland-Cliffs, Gorman-Rupp, Sidus Space, Verizon) indicating proactive board governance. The promotions of internal candidates (Cleveland-Cliffs, Gorman-Rupp) suggest strong bench strength

  • Performance-Based Compensation Dominance

    Nearly all equity grants in this batch are tied to specific performance metrics (stock price hurdles, EBITDA, FCF, TSR) rather than time-based vesting. This reflects a shift toward pay-for-performance alignment

  • Governance Dissent at Consumer Staples

    Constellation Brands saw over 11% votes against two directors, highlighting potential governance issues in the consumer staples sector. This could signal broader shareholder activism trends

  • FDA Approval Contingencies in Biotech

    Outlook Therapeutics' executive bonuses tied to FDA approval of ONS-5010 by July 31, 2026, highlights the binary nature of biotech investments and the use of milestone-based compensation to align management with regulatory outcomes

  • Financial Sector Leadership Changes

    Multiple resignations at Blackstone funds (Co-CEO) and Federal Home Loan Banks (directors) suggest a period of transition in the financial sector, potentially driven by M&A activity (FHLBNY merger) or strategic shifts

Watch List (8)

  • COO resignation effective Aug 17, 2026. Watch for announcement of successor and any operational disruption. Earnings call expected in late July to discuss impact

  • FDA approval decision on ONS-5010 by July 31, 2026. This is a binary catalyst that will determine executive bonuses and stock price direction

  • CTO departure effective Aug 14, 2026, with advisory period through Feb 2027. Monitor for technology strategy updates and potential impact on digital initiatives

  • Estée Lauder
    👁

    Director Jennifer Hyman retiring effective Nov 16, 2026. Watch for replacement director announcement and any changes to audit/ESG committee composition

  • 11%+ votes against directors Richard and Robert Sands. Monitor for activist investor filings or further governance changes at upcoming board meetings

  • 👁

    New Executive Severance Plan effective July 20, 2026. Watch for any executive departures that could trigger severance payments and signal management changes

  • CFO succession effective Oct 1, 2026. Monitor for smooth transition and any changes in financial strategy under new CFO Ronald Stoops

  • Co-CEO Jonathan Bock resigned July 20, 2026. Watch for announcement of successor and any strategic shifts in the credit funds platform

Filing Analyses (38)
AAR CORP 8-K neutral materiality 3/10

24-07-2026

AAR CORP. filed a Form 8-K on July 24, 2026, announcing a special performance-based restricted stock award for fiscal 2027. The award is designed to incentivize leadership through stock price performance goals and service-based vesting conditions. The filing includes forward-looking statements regarding potential achievement of those goals.

  • · The special award covers fiscal year 2027 (ending May 31, 2027) and requires the recipient to satisfy both stock price goals and service-based vesting conditions.
  • · The filing is dated July 23, 2026, and signed by Jessica A. Garascia as the authorized officer.
  • · Exhibit 10.1 contains the form of the restricted stock agreement; Exhibit 104 provides the cover page interactive data file.
  • · The company disclaims any obligation to update forward-looking statements, except as required by law.
Outlook Therapeutics, Inc. 8-K neutral materiality 6/10

24-07-2026

Outlook Therapeutics, Inc. granted stock options to CEO Robert C. Jahr (100,000 options) and CFO Lawrence A. Kenyon (210,078 options) at an exercise price of $1.4304 per share, vesting on July 21, 2027. Additionally, the Compensation Committee approved cash bonuses of $420,000 for the CEO and $200,000 for the CFO, payable only if the FDA approves ONS-5010 (bevacizumab-vikg) by July 31, 2026. The awards recognize their contributions to the BLA process and the company's non-payment of 2025 annual bonuses.

  • · The stock options were granted under the company's 2024 Equity Incentive Plan.
  • · The options vest and become exercisable on July 21, 2027, subject to continued service.
  • · The cash bonuses are contingent on FDA approval of ONS-5010 by July 31, 2026, and continued service through payment date.
  • · The bonuses were awarded in part due to the company's non-payment of annual bonuses for 2025 service.
TransDigm Group INC 8-K neutral materiality 4/10

24-07-2026

On July 22, 2026, TransDigm Group Incorporated appointed Irina Krasik to its Board of Directors effective immediately. Ms. Krasik is a Managing Director at Stellex Capital Management (since 2021) with prior senior roles at Bregal Investments, The Wicks Group (8+ years), The Carlyle Group and Merrill Lynch; she will receive the Company’s standard non-employee director compensation. No committee assignments, related-person transactions, or special arrangements were disclosed.

  • · Date of appointment: July 22, 2026 (report filed July 24, 2026).
  • · Ms. Krasik has served at Stellex Capital Management since 2021 and previously spent more than eight years at The Wicks Group.
  • · Ms. Krasik holds an M.B.A. from Harvard Business School and a B.S. in Finance from Rutgers University.
  • · Ms. Krasik has not been appointed to any Board committees.
  • · There are no arrangements or understandings regarding her selection and no related person transactions reportable under Item 404(a) of Regulation S-K.
  • · Ms. Krasik will be paid under the Company’s standard compensation arrangements for non-employee directors as set forth in the Company’s 2026 proxy statement.
Kontoor Brands, Inc. 8-K positive materiality 5/10

24-07-2026

Kontoor Brands, Inc. (NYSE: KTB) announced the election of Tom Waldron to its Board of Directors, effective immediately, and an increase in the board size from six to seven directors. Waldron, a former EVP and COO of Kontoor, brings deep expertise in the Wrangler and Lee brands, supply chain, and product development. The appointment is expected to strengthen the company's multi-brand platform and support long-term growth.

  • · Tom Waldron previously served as EVP and COO of Kontoor, leading Wrangler and Lee brands globally and overseeing supply chain, product development, and innovation.
  • · Waldron also serves as a board member at The LYCRA Company.
  • · He earned a bachelor's degree in Management from the University of North Carolina at Greensboro's Bryan School of Business.
Hewlett Packard Enterprise Co 8-K positive materiality 5/10

24-07-2026

Hewlett Packard Enterprise (HPE) appointed David Goulden to its Board of Directors, effective July 24, 2026. Goulden brings over 35 years of management and financial leadership experience from global technology companies, most recently as CFO of Booking Holdings. He will serve on the Finance & Investment Committee and HR & Compensation Committee.

  • · Goulden previously served on the board of VMware, where he was a member of the Audit and Mergers & Acquisitions Committees.
  • · He helped manage integration efforts after the EMC transaction, which at the time was the largest technology merger in history.
  • · Goulden served as President of the combined company’s Infrastructure Solutions Group, which included its storage, server, and networking businesses, until he joined Booking Holdings.
Northwest Bancshares, Inc. 8-K neutral materiality 5/10

24-07-2026

Northwest Bancshares, Inc. (NWBI) disclosed in an 8-K filing that its Compensation Committee and Board approved a new award of 125,298 restricted stock units to CEO Lou Torchio on July 22, 2026, effective July 31, 2026. The award replaces a portion of a prior $2,000,000 RSU grant from December 2024 that was rescinded due to exceeding the old plan's individual grant limit, and also compensates for forgone annual grants in 2025 and 2026. The new award is designed to incentivize Mr. Torchio to remain as CEO past his planned retirement age of 65 in 2027, with vesting tied to continued employment and performance conditions.

  • · The original $2,000,000 RSU award was approved on November 20, 2024, granted December 20, 2024, and partially rescinded on August 20, 2025 due to exceeding the 2022 Plan's $1,000,000 annual individual limit.
  • · The 2026 Plan, approved by shareholders on May 20, 2026, raised the individual grant limit to $5,000,000 per calendar year.
  • · The new award of 125,298 RSUs includes shares rescinded from the original award plus shares that would have been granted in March 2025 and March 2026 under the higher limit.
  • · Vesting occurs on the fourth anniversary of the grant date (July 31, 2030), with settlement in two installments: on vesting date and six months after termination following vesting.
  • · Accelerated vesting applies upon death/disability, or termination without cause/for good reason within 24 months of a change in control, or after age 65.
  • · If termination without cause/for good reason occurs before age 65 and outside the change-in-control window, a pro-rated portion vests based on time served during the four-year period.
  • · Mr. Torchio will turn 65 in 2027; the award is intended to incentivize him to stay past normal retirement age.
Inspire Medical Systems, Inc. 8-K neutral materiality 3/10

24-07-2026

Inspire Medical Systems appointed Michael H. Carrel to its Board of Directors effective July 20, 2026. Mr. Carrel, currently President and CEO of AtriCure, brings extensive medical device and public company leadership experience. He will receive standard non-employee director compensation including a $55,000 annual cash retainer and an initial equity award of $300,000 in restricted stock units.

  • · Mr. Carrel was appointed as a Class III director with a term expiring at the 2027 Annual Meeting.
  • · He will serve on the Organization and Compensation Committee and the Quality, Product Supply and Technology Committee.
  • · Mr. Carrel is eligible for indemnification under the company's standard director and officer indemnification agreement.
  • · He may elect to receive any portion of his annual cash retainers in shares of common stock.
NN INC 8-K neutral materiality 5/10

24-07-2026

On July 23, 2026, NN, Inc. granted performance share units (PSUs) to its top three executives: CEO Harold Bevis (250,000 PSUs), COO Tim French (140,000 PSUs), and CFO Chris Bohnert (110,000 PSUs) under the company's Amended and Restated Omnibus Incentive Plan. The PSUs vest based equally on four metrics (cumulative adjusted EBITDA, free cash flow, net sales, and relative TSR) over a three-year performance period ending December 31, 2028, with payouts ranging from 0% to 200% of target. The grants are designed to reward past performance, motivate strategic achievement, and retain leadership.

  • · The PSUs are subject to four equally weighted performance metrics: cumulative adjusted EBITDA, free cash flow, net sales (Jan 1, 2026 – Dec 31, 2028), and relative TSR vs. a peer group over three years from the grant date.
  • · Vesting generally requires continued service through the date the Compensation Committee certifies achievement of performance goals.
  • · In case of death or disability, PSUs vest at target or based on actual performance, prorated for service time during the performance period.
  • · In a Change in Control, vesting is prorated using only the relative TSR component.
Vera Bradley, Inc. 8-K neutral materiality 5/10

24-07-2026

Vera Bradley entered into Executive Severance Plan Agreements with COFO Martin Layding and CBO Melinda Paraie on July 24, 2026, providing severance benefits including 12 months base salary, pro-rated bonus, COBRA premiums, and accelerated vesting of equity upon termination without cause or for good reason. Additional 6 months base salary is payable if termination occurs near a Change in Control. The agreements include non-compete, non-solicitation, and non-disparagement covenants.

  • · Severance includes 12 months base salary lump sum, unpaid prior year bonus, pro-rated current year bonus (if after Q1), up to 12 months COBRA premiums, immediate vesting of sign-on RSUs, and pro-rated vesting of other RSUs granted on or before Jan 31, 2028 (subject to performance targets).
  • · Change in Control provision adds 6 months base salary if termination occurs within 6 months before or 24 months after a Change in Control.
  • · Benefits are conditional on compliance with restrictive covenants: non-competition, non-solicitation, non-disclosure, and non-disparagement.
L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K neutral materiality 5/10

24-07-2026

L3Harris Technologies approved special one-time equity awards (Sustainment Awards) totaling $25M for three top executives to ensure retention and align interests with shareholders. The awards consist of 50% performance share units and 50% restricted stock units, with a three-year cliff vesting period through fiscal year 2029. No financial results or period-over-period comparisons are included in this filing.

  • · Awards are granted under the company's 2024 Equity Incentive Plan.
  • · PSUs and RSUs cliff-vest at the end of fiscal year 2029, subject to continued employment.
  • · In case of involuntary termination without cause, pro-rata vesting applies: one-third after FY2027, two-thirds after FY2028, full after FY2029.
  • · No vesting upon voluntary termination or retirement.
  • · Grant date is August 3, 2026.
CARRIER GLOBAL Corp 8-K neutral materiality 2/10

24-07-2026

Carrier Global Corporation appointed Neil Barua, President and CEO of PTC Inc., to its Board of Directors effective July 24, 2026. Mr. Barua will serve on the Technology and Innovation and Compensation Committees, bringing expertise in AI-driven digital transformation for industrial companies. The appointment is a routine board expansion with no financial metrics or performance changes reported.

Stardust Power Inc. 8-K neutral materiality 3/10

24-07-2026

On July 20, 2026, Stardust Power Inc. director Charlotte Nangolo resigned from the Board and its Audit and Compensation Committees for personal reasons, effective immediately. The company stated the resignation was not due to any disagreement with its operations, policies, or practices. No replacement or further board changes were announced.

  • · Resignation effective immediately on July 20, 2026.
  • · Ms. Nangolo served on both the Audit Committee and Compensation Committee.
  • · The company is an emerging growth company as defined under SEC rules.
  • · No extended transition period election for new financial accounting standards was made.
FEDEX CORP 8-K positive materiality 6/10

24-07-2026

FedEx Corp announced the approval of a new Executive Severance Plan on July 20, 2026, replacing prior Management Retention Agreements, which will govern all future executive officer separations. The plan includes multipliers of 2x for the CEO, 1.5x for executives with 10+ years of service, and 1x for others, with enhanced 2x multipliers for all executives in the event of a qualifying termination within 24 months after a change of control. Additionally, a one-time special cash bonus pool was established for approximately 1,100 employees in recognition of fiscal 2026 achievements, including above-plan adjusted operating income and structural cost savings exceeding the $1 billion target, with named executive officers receiving bonuses of $1,900,000 (CEO Rajesh Subramaniam) and $850,000 (Brie A. Carere).

  • · The Executive Severance Plan conditions benefits on execution of a full release of claims and non-competition/non-solicitation covenants; FedEx may seek recovery of severance if covenants are violated.
  • · For termination without cause or with good reason (no change of control), severance includes a lump sum cash payment equal to the multiplier times (annual base salary + annual target cash bonus), a prorated bonus, COBRA subsidy for 18 months, and outplacement/tax preparation services.
  • · Executives with 20+ years of service will have their termination deemed a 'Retirement' under the Omnibus Plan for equity award treatment.
  • · In a change of control scenario (qualifying termination within 24 months), the multiplier for all executives is 2x.
  • · The special bonus pool was established in June 2026 for approximately 1,100 managing directors and above, based on fiscal 2026 achievements including above-plan adjusted operating income and structural cost savings exceeding the $1 billion target.
BayCom Corp 8-K neutral materiality 1/10

24-07-2026

BayCom Corp announced the resignation of director Sylvia L. Magid from its board and that of its subsidiary United Business Bank, effective July 22, 2026. The resignation was not due to any disagreement with management or the board. This is a routine board change with no financial impact.

  • · Resignation effective July 22, 2026
  • · No disagreement with boards or management cited
MICROCHIP TECHNOLOGY INC 8-K negative materiality 5/10

24-07-2026

Microchip Technology Inc. disclosed that COO Richard J. Simoncic will resign effective August 17, 2026, to become CEO of Menlo Microsystems, Inc., a private company. The departure is a voluntary resignation and not due to any disagreement with the company. No replacement or interim COO has been announced, creating a leadership gap in operations.

  • · Resignation effective date: August 17, 2026
  • · Mr. Simoncic is leaving to become CEO of Menlo Microsystems, a private company in Irvine, California
  • · No successor or interim COO has been named in the filing
ESTEE LAUDER COMPANIES INC 8-K neutral materiality 3/10

24-07-2026

Jennifer Hyman, a Class I director and member of the Audit and Nominating & ESG Committees, will retire from the Board of The Estée Lauder Companies Inc. effective November 16, 2026, to focus on new endeavors. Her departure is not due to any disagreement with the company. The filing does not include any financial metrics or period-over-period comparisons.

  • · Jennifer Hyman has served on the Board since 2018.
  • · She is a member of the Audit Committee and the Nominating and ESG Committee.
  • · Her retirement is effective November 16, 2026, the day before the 2026 Annual Meeting of Stockholders.
CONSTELLATION BRANDS, INC. 8-K mixed materiality 5/10

24-07-2026

Constellation Brands held its 2026 Annual Meeting on July 22, 2026, where stockholders approved all proposals including the election of 12 directors, ratification of KPMG as auditor, advisory approval of executive compensation, and the amendment and restatement of the Long-Term Stock Incentive Plan. The Plan was extended through 2036 with a reserve of 6,000,000 shares for future grants. Following the meeting, E. Morgan Flatley was appointed to the Human Resources Committee. Notably, Richard Sands and Robert Sands each received over 16 million votes against their re-election, representing significant dissent.

  • · Richard Sands received 128,831,253 votes for and 16,347,364 votes against (11.3% against).
  • · Robert Sands received 128,852,826 votes for and 16,325,198 votes against (11.2% against).
  • · Jennifer M. Daniels had the highest number of votes against among director nominees at 8,008,448.
  • · The advisory vote on executive compensation passed with 137,687,386 for and 7,170,493 against (4.9% against).
  • · Ratification of KPMG as auditor passed with 149,792,033 for and 5,651,357 against (3.6% against).
  • · The Plan amendment and restatement was approved with 141,885,558 for and 2,943,598 against (2.0% against).
  • · Broker non-votes were 10,269,602 on all director elections and the advisory compensation vote.
DONALDSON Co INC 8-K neutral materiality 2/10

24-07-2026

Donaldson Company, Inc. announced that Director Douglas A. Milroy has notified the Board of his resignation, effective July 31, 2026. Mr. Milroy had served on the Board since 2016. The departure is a routine board change with no disclosed disagreement or controversy.

  • · Resignation effective July 31, 2026.
  • · No reason for resignation disclosed in the filing.
  • · No mention of any disagreement with the company.
TWFG, Inc. 8-K neutral materiality 3/10

24-07-2026

On July 21, 2026, TWFG, Inc. announced the resignation of Eugene N. Padgett as Chief Accounting Officer, effective immediately. The resignation was not due to any disagreement with the company's accounting practices, financial reporting, or operations. Concurrently, the company appointed Janice Zwinggi, the existing Chief Financial Officer, to also serve as Chief Accounting Officer (Principal Accounting Officer) without any new compensatory arrangements.

  • · Eugene N. Padgett's resignation was effective July 21, 2026.
  • · Janice Zwinggi's biographical information is referenced from the company's Definitive Proxy Statement filed on April 10, 2026.
  • · No new compensatory arrangements were entered into with Ms. Zwinggi for the additional role.
  • · There are no family relationships between Ms. Zwinggi and any director or executive officer, and she has no material interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K.
Hartford Creative Group, Inc. 8-K neutral materiality 3/10

24-07-2026

On July 22, 2026, Hartford Creative Group, Inc. appointed Mr. Kewei Huang as Co-Chief Executive Officer, alongside existing CEO Sheng-Yih Chang. Mr. Huang brings over 20 years of experience in AI, big data, and software engineering, and has a track record in capital markets and public listings. The filing does not disclose any compensation arrangements or changes to existing officer roles.

  • · Mr. Huang holds a Ph.D. in Component-Based/Object Technology from the University of New South Wales, Australia.
  • · His first startup was acquired by Pactera Inc., a NASDAQ-listed company.
  • · He was recognized as a Big Data Specialist by the China Center for Information Industry Development.
  • · No family relationships exist between Mr. Huang and any director or executive officer.
  • · No arrangement or understanding exists between Mr. Huang and any other person regarding his selection as an officer.
CLEVELAND-CLIFFS INC. 8-K positive materiality 5/10

24-07-2026

Cleveland-Cliffs appointed Celso L. Goncalves Jr., the EVP and CFO, as President and CFO effective July 21, 2026. Lourenco Goncalves remains Chairman and CEO but relinquishes the President title. Celso Goncalves also joined the Board with no additional director compensation, and his annual base salary was raised from $884,000 to $1,000,000, with a severance multiple increase from two to three years.

  • · Celso Goncalves is the son of Chairman/CEO Lourenco Goncalves; he has been with the company since 2016 and served as EVP/CFO since 2021.
  • · Prior to Cleveland-Cliffs, Celso Goncalves held investment banking roles at Deutsche Bank and Jefferies.
  • · As an employee director, Celso Goncalves receives no additional compensation for his Board service.
BUTLER NATIONAL CORP 8-K neutral materiality 5/10

24-07-2026

Butler National Corporation (BUKS) disclosed compensation changes for CFO and Interim CEO Adam B. Sefchick, including a base salary increase from $290,000 to $302,000, a higher bonus target, and a restricted stock grant of 20,222 shares valued at $100,000. Additionally, the company entered into severance and change-in-control agreements with Mr. Sefchick, providing up to 12 months of severance and 1.5 times highest compensation upon a qualifying change in control. The filing reflects retention and incentive measures for a key executive who is also serving as interim CEO, but does not include any financial results or performance metrics.

  • · The restricted stock award vests in three equal tranches: first third on grant date, remaining thirds on first and second anniversaries.
  • · The severance agreement provides 12 months of base salary upon termination without cause, subject to release of claims and compliance with non-compete/non-solicit covenants.
  • · The change-in-control agreement provides a lump sum of 1.5 times highest compensation (salary + bonus) over any consecutive 12 months in prior three years, plus continued benefits for two years.
  • · Both the severance and change-in-control agreements expire on July 31, 2027, unless a change in control occurs earlier.
  • · Mr. Sefchick has served as Interim CEO and President since June 15, 2026.
Blackstone Private Credit Fund 8-K neutral materiality 3/10

24-07-2026

On July 20, 2026, Jonathan Bock resigned as Co-Chief Executive Officer of Blackstone Private Credit Fund. The departure was not due to any disagreement with the Fund's operations, policies, or practices. The Fund expressed gratitude for his contributions to the Blackstone Credit & Insurance perpetual credit funds platform.

Blackstone Secured Lending Fund 8-K neutral materiality 3/10

24-07-2026

On July 20, 2026, Jonathan Bock resigned as Co-Chief Executive Officer of Blackstone Secured Lending Fund (BXSL). The departure was not due to any disagreement with the company's operations, policies, or practices. The filing does not disclose any financial impact or replacement details.

  • · Resignation effective July 20, 2026
  • · No disagreement cited as reason for departure
  • · No successor or interim CEO named in the filing
Pediatrix Medical Group, Inc. 8-K neutral materiality 4/10

24-07-2026

Pediatrix Medical Group, Inc. announced the departure of EVP, General Counsel, Chief Administrative Officer and Secretary Mary Ann E. Moore, effective October 31, 2026, under a separation agreement. The company has appointed David Haddock as EVP, General Counsel and Secretary. No financial terms or performance metrics were disclosed in this filing.

  • · Ms. Moore will serve in an advisory role until October 31, 2026, then transition from the company.
  • · The separation is classified as a termination without cause under her employment agreement.
  • · David Haddock has been appointed as Executive Vice President, General Counsel and Secretary.
CORPAY, INC. 8-K neutral materiality 4/10

24-07-2026

Corpay, Inc. granted performance-based restricted stock units (PSUs) to CEO Ronald F. Clarke (300,000 PSUs) and another officer Armando L. Netto (28,213 PSUs) on July 22, 2026, with vesting tied to stock price hurdles of $425, $450, and $475 through August 31, 2028. The grants aim to align executive compensation with shareholder interests and retain key leadership. No financial results or period-over-period comparisons are included in this filing.

  • · PSU performance period runs from Grant Date (July 22, 2026) through August 31, 2028.
  • · Stock price hurdles: $425, $450, and $475, each requiring five separate trading days at or above the threshold.
  • · For Mr. Clarke: 100,000 PSUs per hurdle; for Mr. Netto: 9,405 PSUs for the first hurdle, 9,404 for each of the next two.
  • · Vesting of earned PSUs is subject to Plan terms and award agreement conditions.
Brownie's Marine Group, Inc 8-K neutral materiality 2/10

24-07-2026

Brownie's Marine Group appointed Mikkel Pitzner, age 58, to its board of directors effective July 16, 2026. Mr. Pitzner will receive $4,500 per quarter in common stock for his board service. The filing contains no financial results or period-over-period comparisons.

  • · No family relationships exist between Mr. Pitzner and any other director or executive officer.
  • · No reportable transactions under Item 404(a) of Regulation S-K exist between Mr. Pitzner and the Company.
  • · The Company's common stock has no trading symbol listed on any national exchange (trading symbol N/A).
Soluna Holdings, Inc 8-K neutral materiality 3/10

24-07-2026

Soluna Holdings, Inc. disclosed on July 24, 2026, that its Compensation Committee approved an increase in CEO John Belizaire's annual base salary to $600,000, retroactive to January 1, 2026, and established a target annual bonus opportunity of 100% of his base salary. The filing does not provide any financial results or period-over-period comparisons, so no balanced performance metrics are available.

  • · The salary increase was approved by the Compensation Committee after a review of Mr. Belizaire's 2026 compensation package and input from a compensation consultant regarding market competitiveness and peer group benchmarking.
  • · The bonus earned will be based on the Committee's determination of achievement against performance goals established for the applicable performance period.
Concentrix Corp 8-K neutral materiality 3/10

24-07-2026

Concentrix Corp's Board adopted an Amended and Restated Executive Severance Plan on July 23, 2026, replacing the prior Change of Control Severance Plan. The new plan updates severance for executive officers terminated in connection with a change of control from salary continuation to a lump sum of two times base salary plus target bonus, and adds severance for non-change-of-control terminations equal to one times base salary plus target bonus. The changes follow a regular compensation review and are intended to align with market practice.

  • · The Amended Plan adds a 'best-net' Section 280G cut-back provision.
  • · Severance for change-of-control termination changed from salary continuation (based on past three years' compensation for 18-24 months) to two times base salary plus target bonus.
  • · Non-change-of-control severance is now equal to base salary plus target bonus.
  • · The plan applies to terminations for reasons other than cause, disability, or death.
CREDIT ACCEPTANCE CORP 8-K neutral materiality 3/10

24-07-2026

Credit Acceptance Corporation announced the resignation of Chief Technology Officer Ravi Mohan, effective August 14, 2026, with his full separation from the company on October 25, 2026. In connection with his departure, Mohan will retain vesting in certain equity awards scheduled to vest on October 24, 2026, and will receive a monthly consulting fee of $64,375 for advisory services from the Effective Date through February 14, 2027. The departure is mutual and does not indicate any negative performance or dispute.

  • · Ravi Mohan's resignation as CTO is effective August 14, 2026, and he will separate from the company on October 25, 2026.
  • · Mohan will retain vesting in restricted stock units and stock options scheduled to vest on October 24, 2026, subject to a general release of claims.
  • · The advisory services period runs from the Effective Date (August 14, 2026) to February 14, 2027.
PEDEVCO CORP 8-K neutral materiality 5/10

24-07-2026

PEDEVCO Corp. granted restricted stock units (RSUs) and performance-based RSUs to officers and employees, including 17,190 RSUs and 7,520 PBRSUs to COO Reagan Tuck Dukes and 18,050 RSUs and 4,010 PBRSUs to CFO Robert J. Long, under the 2021 Equity Incentive Plan. The company also entered into new employment agreements with both executives, setting annual salaries of $300,000 for Dukes and $280,000 for Long, with targeted bonuses of 50% of salary and five weeks of paid time off. The agreements include severance provisions tied to termination without cause or change in control, as well as one-year non-compete and non-solicit clauses.

  • · RSUs vest over three years (1/3 per year) starting from January 1, 2026 vesting commencement date.
  • · PBRSUs are earned based on performance metrics for fiscal 2026-2028.
  • · Severance for termination without cause or for good reason: 1x salary and bonus absent change in control, 2x salary and bonus within 12 months of change in control.
  • · Executives are subject to one-year non-compete and non-solicit, and perpetual non-disparagement and confidentiality obligations.
  • · Employment agreements replaced prior offer letters for both executives.
Vir Biotechnology, Inc. 8-K neutral materiality 4/10

24-07-2026

Vir Biotechnology announced that CFO Jason O'Byrne will step down on August 3, 2026 to pursue another opportunity, with no disagreement related to company operations. The board has appointed Brent Sabatini, CPA, MBA (SVP and Chief Accounting Officer) as interim principal financial officer, effective the same date, without any adjustment to his compensation. The company has initiated a search for a permanent successor.

  • · No adjustment or additional compensation will be provided to Brent Sabatini for the interim CFO role.
  • · Brent Sabatini has served as SVP and Chief Accounting Officer since February 2023 and as principal accounting officer since October 2024.
  • · Sabatini has over two decades of relevant experience, including prior roles at Capsida Biotherapeutics (head of finance) and Amgen (2004-2021) in accounting, tax, and FP&A.
  • · There are no family relationships or arrangements with other persons regarding Sabatini's appointment.
VERIZON COMMUNICATIONS INC 8-K neutral materiality 5/10

24-07-2026

Verizon Communications Inc. extended CEO Daniel H. Schulman's employment term through December 31, 2028, with an annual base salary and target incentive no less than the prior period. For 2028, he will receive a long-term incentive award with a target value of at least $25 million, granted in early 2027 under the same terms as other band 1 executives, with accelerated vesting upon a succession event. The amendment also introduces automatic one-year extensions after the initial term unless either party provides 90 days' notice of non-extension.

  • · The amendment was entered into on July 23, 2026.
  • · The initial term was originally set to end December 31, 2027, and has been extended to December 31, 2028.
  • · After the initial term, the agreement automatically renews for one-year periods unless either party gives at least 90 days' notice of non-extension.
  • · For 2028, the CEO's base salary and target annual incentive will be no less than the amounts provided during the portion of the initial term ending December 31, 2027.
  • · The $25 million long-term incentive award for 2028 will be granted in the first three months of 2027, concurrently with other band 1 executives' 2027 awards.
  • · Time-based vesting for the 2028 LTI award will be deemed satisfied upon termination due to a succession event occurring on or after the grant date.
  • · Compensation for years after 2028 will be determined by the Board at the time annual decisions are made for band 1 executives.
Sidus Space Inc. 8-K neutral materiality 5/10

24-07-2026

Sidus Space Inc. appointed Alan Khalili as Chief Financial Officer, effective July 27, 2026, succeeding interim CFO John Burke. Khalili brings over 20 years of executive financial leadership in space, satellite, and technology sectors, including experience as a public-company CFO and co-founder of a space-based aviation-surveillance platform. The company highlights recent balance sheet strengthening, technology portfolio expansion, and commercialization progress, but no specific financial metrics or performance comparisons are provided in the filing.

  • · Alan Khalili's appointment is effective July 27, 2026.
  • · He succeeds John Burke, who served as Interim CFO during the transition period.
  • · Khalili has over two decades of experience including investment banking, public accounting, and co-founding a space-based global aviation-surveillance data platform.
  • · Sidus Space operates a 35,000-square-foot manufacturing, assembly, integration, and testing facility on Florida's Space Coast.
GORMAN RUPP CO 8-K neutral materiality 5/10

24-07-2026

Gorman-Rupp Company (NYSE: GRC) announced a CFO succession plan: James C. Kerr will be succeeded by Ronald F. Stoops as CFO effective October 1, 2026. Kerr will assist with the transition and remain as a senior advisor until his retirement. The filing contains no financial results or period-over-period comparisons.

  • · James C. Kerr joined Gorman-Rupp in 2016 and has served as CFO since 2017.
  • · Ronald F. Stoops joined Gorman-Rupp in 2020 and most recently served as Vice President of Finance.
  • · Stoops previously held financial positions at a publicly held global manufacturing company and started his career at KPMG.
  • · Stoops holds a B.S. in Business Administration with a specialization in Accounting and Finance from The Ohio State University, Fisher College of Business.
  • · The succession is effective October 1, 2026.
Federal Home Loan Bank of Chicago 8-K neutral materiality 2/10

24-07-2026

Federal Home Loan Bank of Chicago disclosed that Director Ty R. Taylor will not stand for re-election in the 2026 board election, though he will continue serving until his term expires on December 31, 2026. Mr. Taylor confirmed his decision is not due to any disagreement with the Bank. The filing contains no financial figures or performance metrics.

  • · Mr. Taylor's current term expires on December 31, 2026.
  • · The decision not to stand for re-election was received by the Bank on July 20, 2026.
  • · The filing references the Bank's 2025 Annual Report on Form 10-K for rules governing director elections.
PROVIDENT FINANCIAL HOLDINGS INC 8-K neutral materiality 2/10

24-07-2026

Provident Financial Holdings, Inc. announced the appointment of Donavon P. Ternes, its current President and CEO, to the Boards of Directors of the Corporation and its bank subsidiary, filling a vacancy caused by the death of Director William E. Thomas. The company also appointed Michael S. Van Stockum as Senior Vice President and Chief Lending Officer of the Bank. These are routine board and officer appointments with no financial figures or performance data disclosed.

  • · Donavon P. Ternes has been with the company since November 2000, previously serving as SVP, CFO, COO, and Corporate Secretary.
  • · Michael S. Van Stockum has been with the Bank since 2007, most recently as VP, Commercial Real Estate Loan Administrator and CRA Officer.
  • · No family relationships or reportable related party transactions exist between the new appointees and existing directors or executive officers.
  • · Mr. Ternes' board term runs until the 2027 Annual Meeting of Stockholders for the Corporation and the 2026 Annual Meeting for the Bank.
Federal Home Loan Bank of New York 8-K neutral materiality 3/10

24-07-2026

On July 20, 2026, Steven M. Klein resigned from the Board of Directors of the Federal Home Loan Bank of New York (FHLBNY) due to the merger of Northfield Bank (a FHLBNY New York member) with Columbia Bank (a FHLBNY New Jersey member), which caused Northfield Bank to cease being a member. Mr. Klein had served as a Member Director by virtue of his role as Chairman, President and CEO of Northfield Bank. His resignation was effective immediately upon the close of business on July 20, 2026.

  • · The resignation was triggered by the merger of Northfield Bank into Columbia Bank, which is a member of FHLBNY New Jersey.
  • · Mr. Klein's resignation was submitted via a letter to FHLBNY.
  • · The resignation was effective as of the close of FHLBNY business on July 20, 2026.
  • · The filing was signed by Brinda Bhattacharjee, Senior Vice President and Chief Financial Officer.

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