US Corporate Board Director Changes SEC Filings — August 11, 2026

USA Board Room Changes

By Gunpowder Editorial ·

40 high priority 40 total filings analysed

Executive Summary

The 40 filings reveal a significant wave of board and C-suite changes across US equities, with a notable concentration of CFO departures and CEO successions signaling strategic pivots or transitions.

Key themes include a 'changing of the guard' at industrial and energy giants like ConocoPhillips and Matthews International, alongside several CFO resignations at mid-cap firms (Kilroy Realty, NRC Health, NeoGenomics) creating temporary leadership vacuums. Financially, the data shows a stark divergence: Smart Sand posted record revenue (+34% YoY) and swung to profitability, while JBS N.V. reported a net loss swing of -$630M despite 14% revenue growth, highlighting margin compression in protein. Insider activity is limited but notable, with the CEO of Imunon electing to take up to 50% of salary in stock, a bullish signal of alignment. The most critical development is the impending AbbVie-Apogee merger closure, which will trigger the resignation of Apogee's entire board, and the upcoming PDUFA date for Mineralys Therapeutics' lorundrostat (Dec 22, 2026), a binary catalyst. Portfolio-level patterns include a defensive shift in compensation structures (Thryv's Bridge Plan, Twin Disc's amended plan) and a trend of appointing former CEOs from other public companies to boards (Group 1 Auto, Hartford, ManpowerGroup), suggesting a focus on operational expertise over financial engineering.

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 August 10, 2026.

Investment Signals (10)

  • Smart Sand (SND) (BULLISH)

    Record revenue of $115.1M (+34% YoY, +24% QoQ) and net income of $10.2M, reversing a -$3.9M loss in Q1 2026. CEO transition planned but CFO James Young taking over Jan 2027. Expects positive FCF for FY2026.

  • Planned CEO succession from Ryan Lance (42-year tenure) to Andy O'Brien (current CFO) on Sept 1, 2026. O'Brien's deep operational and financial background suggests strategic continuity. CFO role filled internally by Konnie Haynes-Welsh.

  • Apogee Therapeutics (APGE)

    Stockholder vote approved merger with AbbVie (46.5M for vs 3.9K against). Entire board resigning at closing. Non-binding compensation proposal rejected, indicating shareholder governance concerns but does not block deal. [BULLISH for deal certainty]

  • Mineralys Therapeutics (MLYS) (BULLISH)

    PDUFA target date for lorundrostat is Dec 22, 2026. Company raised $150M in public offering and secured a $500M term loan facility, eliminating royalty obligations via a $200M upfront payment. Strong balance sheet for commercial launch.

  • Imunon (IMUN) (BULLISH)

    CEO Stacy Lindborg elected to receive up to 50% of base salary in common stock, Executive Chairman up to 100%, and CMO up to 40%. This insider alignment via stock-for-salary swap is a strong bullish signal of management confidence.

  • Group 1 Automotive (GPI) (BULLISH)

    Appointed former Ulta Beauty CEO David Kimbell to board. Kimbell drove Ulta's revenue from $6.2B to $11.3B during his tenure. His retail and digital transformation expertise could unlock value in automotive retail.

  • Net loss of -$102M vs net income of +$528M YoY, a -$630M swing. Adjusted EBITDA declined 18% due to lower poultry margins and higher cattle costs. Leverage increased to 3.1x from 2.27x. Despite 14% revenue growth, profitability is deteriorating.

  • Aura Biosciences (AURA) (BEARISH)

    Net loss widened to -$45.6M from -$27.0M YoY. Phase 3 CoMpass trial fully enrolled (108 patients) but topline data not expected until 2H 2027. Deprioritized NMIBC program despite encouraging data. Cash runway extended into 1H 2029 via 20% workforce cut.

  • Inuvo (INUV) (BEARISH)

    Total net revenue fell 67% to $7.5M due to an 80% decline in Legacy Search revenue. Net loss widened to -$4.0M from -$1.5M. Cash and equivalents fell to just $886K despite raising ~$13M in financing.

  • Kilroy Realty (KRC)

    CFO Jeffrey Kuehling departed effective Aug 11, 2026. While not due to disagreements, the sudden departure creates leadership uncertainty. Company reaffirmed 2026 guidance but stabilized portfolio occupancy is only 77.0%. [NEUTRAL/BEARISH]

Risk Flags (10)

  • Net income swung from +$528M to -$102M YoY. Adjusted EBITDA down 18%. Leverage ballooned to 3.1x from 2.27x. Plant closures and business unit mergers indicate operational distress.

  • Inuvo / Cash Burn [HIGH RISK]

    Cash and equivalents dropped to $886K despite raising ~$13M in financing. Net loss widened to -$4.0M. Legacy Search revenue collapsing 80% YoY. Risk of liquidity crisis if Audience Modeling growth doesn't accelerate.

  • Net loss widened 69% YoY. Phase 3 topline data not expected until 2H 2027. Deprioritized NMIBC program despite promising data. 20% workforce reduction signals cost-cutting, not growth.

  • CFO departure effective immediately. Stabilized portfolio only 77.0% occupied and 81.5% leased. Interim CFO appointed, creating uncertainty around capital allocation and financial strategy.

  • Replaced 2026 STIP with a H2 Bridge Plan at 50% prorated targets following a restructuring. New metrics focus on EBITDA, FCF, and SaaS Revenue. Signals significant operational disruption and potential for missed annual targets.

  • Comscore (SCOR) / Undisclosed Leadership & Restructuring [MEDIUM RISK]

    Filed 8-K with officer change (Item 5.02) and exit/disposal costs (Item 2.05). No specific names or financial figures disclosed. Lack of transparency raises governance concerns.

  • Filed 8-K with departure of directors or officers (Item 5.02) but no specific name or reason disclosed. Lack of detail may indicate undisclosed governance issues.

  • CEO Kenneth Keller retired effective Aug 7, 2026. Successor has accepted but identity is withheld. Leadership vacuum creates uncertainty during ongoing industry headwinds (supply chain, inflation, tariffs).

  • Entire board resigning at merger close. Non-binding compensation proposal rejected by shareholders (19.3M for vs 27.1M against), indicating potential governance friction despite deal approval.

  • Net loss per share widened to -$2.85 from -$0.66 YoY. Weighted-average shares outstanding increased 29% to 84.7M. $500M senior secured term loan adds significant leverage.

Opportunities (10)

  • Smart Sand (SND) / Turnaround & FCF (OPPORTUNITY)

    Record revenue (+34% YoY), swing to profitability ($10.2M net income). Expects 10-20% sales volume growth in 2026. Positive FCF expected for full year. CFO transition is planned and orderly.

  • Mineralys Therapeutics (MLYS) / Binary Catalyst (OPPORTUNITY)

    PDUFA target date Dec 22, 2026 for lorundrostat. Company has $150M from public offering and $500M term loan for commercial launch. If approved, could be a major revenue driver. Insider alignment via stock-for-salary at Imunon (similar biotech) suggests sector confidence.

  • Planned CEO succession with deep internal candidate (Andy O'Brien, 29-year veteran). CFO role filled internally. Smooth transition reduces execution risk. Ryan Lance becomes Executive Chair for transitional support.

  • Group 1 Automotive (GPI) / Board Expertise (OPPORTUNITY)

    Appointed David Kimbell, former Ulta Beauty CEO who drove revenue from $6.2B to $11.3B. His retail and digital transformation expertise could help GPI optimize its dealership network and e-commerce strategy.

  • Hartford Insurance (HIG) / Board Expertise (OPPORTUNITY)

    Appointed Priscilla Almodovar, former Fannie Mae CEO, to board. Her expertise in financial services, capital management, and enterprise risk management is highly relevant for an insurer.

  • ManpowerGroup (MAN) / Strategic Board Addition (OPPORTUNITY)

    Appointed Paychex CEO John Gibson to board. Gibson led Paychex's largest-ever acquisition (Paycor). His HCM and technology-enabled services expertise aligns with ManpowerGroup's transformation strategy.

  • Matthews International (MATW) / New CEO Catalyst (OPPORTUNITY)

    Appointed Michael Whitehead (former Lincoln Electric executive) as CEO. Whitehead's background in industrial technology, innovation, and operational excellence could drive margin improvement and strategic refocus.

  • ClearSign Technologies (CLIR) / Technology Adoption (OPPORTUNITY)

    Appointed retired ExxonMobil executive Larry Saddler to board. His expertise in heat transfer and Ultra-Low NOx burner technology could accelerate adoption of ClearSign's emissions reduction solutions.

  • WEC Energy Group (WEC) / Internal Promotion (OPPORTUNITY)

    Appointed Caroline Garcia as VP and Controller. Garcia's 25-year tenure at KPMG focused on energy/utilities, plus recent role at TXNM Energy, provides deep regulatory and financial expertise.

  • Radian Group (RDN) / Fintech Expertise (OPPORTUNITY)

    Appointed Deluxe Corp CEO Barry McCarthy to board. McCarthy's payments and financial technology experience aligns with Radian's evolution as a multi-line specialty insurer.

Sector Themes (6)

  • Industrial & Energy CEO Succession Wave

    ConocoPhillips, Matthews International, and B&G Foods all announced CEO changes. This 'changing of the guard' suggests a strategic pivot towards operational efficiency and technology adoption in mature industries. COP's internal promotion signals continuity, while MATW's external hire signals transformation.

  • CFO Departures Creating Leadership Vacuums

    A cluster of CFO/principal accounting officer departures at Kilroy Realty, NRC Health, NeoGenomics, and Blend Labs creates temporary uncertainty in financial leadership. This pattern may indicate sector-specific stress (real estate, healthcare services) or broader talent poaching.

  • Board Refreshment with Former Public Company CEOs

    A clear trend of appointing former CEOs from other public companies to boards (Group 1 Auto, Hartford, ManpowerGroup, Radian). This suggests a focus on operational expertise and strategic oversight over traditional financial or legal backgrounds.

  • Biotech Binary Catalysts Approaching

    Both Immunic (Phase 3 ENSURE readout by year-end 2026) and Mineralys (PDUFA Dec 22, 2026) have high-impact catalysts approaching. Insider alignment at Imunon (stock-for-salary) provides additional conviction. These are high-risk/high-reward opportunities.

  • Compensation Structure Shifts Amid Restructuring

    Thryv Holdings replaced its annual STIP with a H2 Bridge Plan at 50% prorated targets, and Twin Disc amended its Omnibus Plan. This indicates companies are adjusting incentive structures to align with revised business plans and operational realities.

  • Profitability Divergence in Mid-Caps

    Smart Sand (record revenue, swing to profit) and JBS N.V. (revenue growth but net loss) highlight a divergence in profitability. Companies with pricing power and cost control (Smart Sand) are outperforming those facing input cost inflation (JBS).

Watch List (8)

  • Mineralys Therapeutics (MLYS)
    👁

    PDUFA target date Dec 22, 2026 for lorundrostat. Watch for FDA advisory committee meeting and any pre-approval inspection issues. Commercial preparation updates critical.

  • Immunic (IMUN)
    👁

    Phase 3 ENSURE top-line data expected by year-end 2026 in relapsing MS. Also plans to initiate confirmatory Phase 3 in progressive MS later in 2026. New board member Elena Ridloff (CFO expertise) adds financial oversight.

  • Aura Biosciences (AURA)
    👁

    Phase 3 CoMpass trial topline data expected 2H 2027. Watch for interim data updates and NMIBC program data collection completion. Cash runway into 1H 2029 provides buffer.

  • Apogee Therapeutics (APGE)
    👁

    Merger with AbbVie closing imminent. Watch for final regulatory approvals and shareholder payout details. Entire board resigning at close.

  • B&G Foods (BGS)
    👁

    CEO succession announcement pending. Watch for identity of successor and any strategic pivot in portfolio (divestitures/acquisitions). Industry headwinds (inflation, tariffs) remain.

  • Kilroy Realty (KRC)
    👁

    CFO search underway with Russell Reynolds. Watch for permanent CFO appointment and any guidance revisions. Occupancy trends (77.0%) and leasing activity critical.

  • Leadership transition effective Sept 1, 2026. Watch for strategic updates from new CEO Andy O'Brien on capital allocation, production targets, and energy transition plans.

  • Smart Sand (SND)
    👁

    CFO transition to James Young effective Jan 1, 2027. Watch for Q3 2026 results to confirm FCF positive trajectory and 10-20% volume growth guidance.

Filing Analyses (40)
JBS N.V. 8-K mixed materiality 8/10

11-08-2026

JBS N.V. reported a 14% increase in net sales to $23.9 billion for Q2 2026, but saw a net loss of $102 million compared to net income of $528 million in the prior year. IFRS Adjusted EBITDA declined 18% driven by lower poultry margins and higher cattle costs, while leverage increased to 3.1x from 2.27x a year ago. The company also announced plant closures, a business unit merger, and increased its revolving credit facility to $4.2 billion.

  • · JBS Beef North America Adjusted EBITDA improved to -$78 million vs -$233 million a year ago but remains negative.
  • · Pilgrim's Pride net sales declined 2.8% to $4,623M, with gross profit down 34.3%.
  • · JBS Brazil recorded record second-quarter net sales of $4,585M, up 28.0% YoY.
  • · Seara sales grew 18.2% to $2,560M, but Adjusted EBITDA margin contracted to 14.9% from 18.1%.
  • · JBS Australia net sales grew 30.0% to $2,565M, but Adjusted EBITDA fell 20.5% due to 24% higher cattle costs.
  • · JBS USA Pork Adjusted EBITDA plunged 54.0% to $117M as domestic demand softened.
  • · Non-recurring items in net income included $172M in tender offer costs, $133M in antitrust settlements, and $81M bargain purchase gain.
  • · The company joined the Russell 1000 and Russell 3000 indices in Q2 2026.
  • · The Company closed two plants (Souderton, PA and Memphis, TN) and merged three beef units into Beef USA.
Azenta, Inc. 8-K neutral materiality 3/10

11-08-2026

Azenta, Inc. appointed Erik J. Bello as Vice President, Chief Accounting Officer, effective August 31, 2026. Mr. Bello will receive an annual base salary of $380,000, a one-time sign-on bonus of $80,000, and long-term incentive awards totaling $450,000 over two fiscal years. Lawrence Lin will cease to serve as principal accounting officer but will continue as Executive Vice President and Chief Financial Officer.

  • · Mr. Bello's sign-on bonus of $80,000 is subject to repayment if he voluntarily terminates employment within one year of hire.
  • · Mr. Bello holds a B.S. in Accounting from the University of Maryland and is a certified public accountant.
  • · There are no family relationships between Mr. Bello and any director or executive officer, and no reportable transactions under Item 404(a) of Regulation S-K.
CVRx, Inc. 8-K negative materiality 5/10

11-08-2026

CVRx announced the departure of Chief Revenue Officer Robert John, effective immediately, and the appointment of Paul Verrastro as Interim Head of Sales. The change is driven by the company's revised commercial outlook and need to improve execution, reflecting ongoing challenges in sales performance.

  • · Paul Verrastro has over 30 years of medical device sales and marketing experience and has been with CVRx for over five years.
  • · Verrastro previously served as Chief Marketing and Strategy Officer before moving to a senior advisor role.
  • · The company is conducting a search for a permanent successor to the Chief Revenue Officer position.
IMMUNIC, INC. 8-K positive materiality 6/10

11-08-2026

Immunic, Inc. appointed Elena Ridloff, CFA to its Board of Directors effective August 6, 2026. Ms. Ridloff brings over 20 years of financial and capital markets experience, having served as CFO at ACADIA Pharmaceuticals and currently as CFO at Sionna Therapeutics. The appointment comes as the company approaches a pivotal Phase 3 ENSURE readout in relapsing multiple sclerosis, with top-line data expected by year-end 2026, and plans to initiate a confirmatory Phase 3 program in progressive MS later in 2026.

  • · Elena Ridloff currently serves as CFO at Sionna Therapeutics and also serves on the Board of Directors of Kymera Therapeutics, where she chairs the Audit Committee.
  • · She previously served as EVP and CFO of ACADIA Pharmaceuticals, where she raised $600 million in capital.
  • · Earlier in her career, she established and led the investor relations function at Alexion Pharmaceuticals, was CEO of BIOVISIO, and served as a Managing Director at Maverick Capital.
  • · Vidofludimus calcium combines neuroprotective effects as a first-in-class Nurr1 activator with anti-inflammatory and anti-viral effects by selectively inhibiting DHODH.
  • · The company's pipeline also includes earlier-stage programs IMU-381 and IMU-856.
Aura Biosciences, Inc. 8-K mixed materiality 8/10

11-08-2026

Aura Biosciences reported Q2 2026 results with net loss widening to $45.6M from $27.0M YoY, driven by increased R&D and G&A expenses, including stock-based compensation from executive transitions. The company fully enrolled its Phase 3 CoMpass trial (108 patients, exceeding target) and extended cash runway into 1H 2029 through a 20% workforce reduction and strategic refocus on ocular oncology, while deprioritizing its NMIBC program despite encouraging interim data. Leadership changes include new COO, Chief Regulatory and Quality Officer, and Chief People Officer, with CFO, CLO, and CTO stepping down.

  • · Phase 3 CoMpass trial topline data expected in 2H 2027.
  • · NMIBC program deprioritized; data collection through 12-month follow-up to be completed.
  • · Restructuring charges estimated at $2.9M to $3.2M, substantially complete by end of Q3 2026.
  • · Cash runway extended into 1H 2029.
  • · New executives appointed: Susan Abu-Absi (COO), Erica Kratz (Chief Regulatory and Quality Officer), Julie Person (Chief People Officer).
  • · CFO, CLO, and CTO stepping down.
  • · NMIBC interim data: 81% objective response rate, 69% complete response rate at 3 months; 100% disease-free at 9- or 12-month timepoints.
  • · All treatment-related adverse events in NMIBC were Grade 1, no dose-limiting toxicities, no serious adverse events.
  • · Additional ocular oncology programs (metastases to choroid, ocular surface cancers) to provide updates in Q1 2027.
LITTELFUSE INC /DE 8-K neutral materiality 3/10

11-08-2026

Littelfuse appointed Todd Kelsey, President and CEO of Plexus Corp., to its board of directors and the Compensation Committee. Kelsey brings extensive global technology, engineering, and manufacturing expertise, as well as public company board experience. No financial metrics or performance data were disclosed in this filing.

  • · Kelsey was also appointed to the Compensation Committee.
  • · Kelsey has served as Vice Chair of the Board and Audit Committee Chair for Steelcase Inc.
  • · Kelsey currently serves as Vice Chair of the Board for Wisconsin Manufacturers and Commerce.
  • · Kelsey holds bachelor's and master's degrees in electrical engineering from the University of Wisconsin-Madison and an MBA from the University of Wisconsin-Oshkosh.
ClearSign Technologies Corp 8-K positive materiality 3/10

11-08-2026

ClearSign Technologies announced the appointment of Larry Saddler, a retired ExxonMobil executive with nearly 40 years of experience, to its Board of Directors. Saddler's expertise in heat transfer technology and emissions reduction is expected to support the company's strategic growth and technology adoption. The appointment fills a vacant directorship and is seen as a positive addition to the board.

  • · Larry Saddler retired from ExxonMobil in 2021 after a career spanning the US, Thailand, and the UK.
  • · He served as Global Technology Sponsor for Heat Transfer at ExxonMobil.
  • · He played a key role in advancing next-generation Ultra-Low NOx burner technology.
  • · He holds a Bachelor of Science in Mechanical Engineering from Clemson University.
WEC ENERGY GROUP, INC. 8-K neutral materiality 3/10

11-08-2026

WEC Energy Group announced the appointment of Caroline Garcia as Vice President and Controller, effective August 31, 2026, succeeding William J. Guc who will retire in early 2027. Ms. Garcia, age 50, brings extensive experience from TXNM Energy and KPMG LLP. Her annual base salary will be $335,000 with short-term and long-term incentive targets of 50% and 70% of base salary, respectively.

  • · Ms. Garcia has been serving as Director of Audit Services at TXNM Energy since 2024.
  • · Prior to TXNM Energy, she was an Audit Partner at KPMG LLP from 1999 to 2024, focusing on energy, utility, and natural resources sectors.
  • · Ms. Garcia is a Certified Public Accountant.
  • · Her first long-term incentive awards will be effective with the 2027 award cycle.
  • · William J. Guc will assume the role of special advisor to the CFO effective August 31, 2026, to ensure a smooth transition.
Fidelity Core Real Estate Fund 8-K neutral materiality 2/10

11-08-2026

Simon Fisk resigned as Vice President of Fidelity Core Real Estate Fund and as a director and Vice President of its sole trustee, effective September 30, 2026, with no disagreement related to operations, policies, or practices. Vipul Gautam was appointed to succeed him in all roles, effective the same date. The filing is a routine officer change with no financial impact disclosed.

  • · The resignation is effective September 30, 2026.
  • · Vipul Gautam, 42, currently serves as Head of Direct Real Estate and Private Equity Multi-Strat Product and Investment Services at Fidelity.
  • · Gautam previously held roles at Fidelity Institutional Wealth Advisor LLC and Fidelity's Workplace Investing division from 2016 to 2022, and at Morgan Stanley & Co. (2013-2016) and Bank of America Merrill Lynch (2009-2013).
  • · No family relationships or reportable transactions exist between Gautam and the company or its officers.
  • · The registrant is an emerging growth company.
Smart Sand, Inc. 8-K mixed materiality 9/10

11-08-2026

Smart Sand, Inc. reported record second-quarter 2026 results with revenue of $115.1M (up 24% sequentially and 34% YoY) and net income of $10.2M, reversing a net loss of $(3.9)M in Q1 2026. However, free cash flow was negative $(1.4)M in the quarter due to higher capital expenditures, though management expects positive free cash flow for the full year. The company also announced a leadership transition, with James Young becoming CFO effective January 1, 2027, replacing Lee Beckelman, who will remain as an advisor.

  • · Company expects 2026 sales volume to increase 10% to 20% vs 2025.
  • · Full-year 2026 CapEx guided at $15M to $20M, excluding acquisitions and new terminal investments.
  • · Company expects to be free cash flow positive for 2026.
  • · Cash on hand as of June 30, 2026: $10.2M; undrawn ABL capacity: $30.0M.
  • · Share repurchase program approved Feb 23, 2026, for up to $20.0M in shares, effective through April 2, 2028.
  • · Board declared a special dividend of $0.10 per share payable Aug 12, 2026 (record July 28, 2026).
  • · A prior special dividend of $0.10 per share was paid May 5, 2026.
  • · Expanded LNG export capacity and AI data center electricity demand cited as long-term growth drivers for natural gas demand.
  • · SmartSand owns mines in Wisconsin and Illinois with access to four Class I rail lines.
  • · Interest expense was $0.3M, consistent across all periods.
Mineralys Therapeutics, Inc. 8-K mixed materiality 9/10

11-08-2026

Mineralys Therapeutics reported a net loss of $241.1M for Q2 2026, compared to a net loss of $43.3M in Q2 2025, driven largely by a $200.0M upfront payment to Tanabe to eliminate royalty obligations. The company strengthened its balance sheet with a $150.0M public offering and a $500.0M senior secured term loan facility, and appointed Dr. Terry Ferguson as Chief Medical Officer. The PDUFA target date for lorundrostat is December 22, 2026, with commercial preparations on track.

  • · Net loss per share for Q2 2026 was $2.85, compared to $0.66 for Q2 2025.
  • · Weighted-average shares outstanding increased from 65.5M in Q2 2025 to 84.7M in Q2 2026.
  • · Total assets were $667.9M as of June 30, 2026, compared to $661.8M as of December 31, 2025.
  • · Senior secured term loan, net was $97.6M as of June 30, 2026; no such debt existed at December 31, 2025.
  • · Total liabilities increased from $15.1M to $116.9M, primarily due to the term loan.
  • · Total stockholders' equity decreased from $646.7M to $550.9M, reflecting the net loss.
  • · The company expects cash to fund operations into 2028.
  • · Lorundrostat has 374-fold selectivity for aldosterone-synthase inhibition versus cortisol-synthase inhibition in vitro, with a half-life of 10-12 hours and 40-70% reduction in plasma aldosterone concentration.
Burke & Herbert Financial Services Corp. 8-K neutral materiality 3/10

11-08-2026

Burke & Herbert Financial Services Corp. (BHRB) entered into a change in control (CIC) agreement with its Executive Vice President and CFO, Kirtan Parikh, on July 6, 2026. The agreement provides Mr. Parikh with severance benefits—including 24 months of base salary, a lump-sum equal to two times his target annual incentive bonus, and up to 18 months of healthcare premium payments—if a change in control occurs and his employment is terminated without cause or for good reason within a specified window. The filing contains no financial results or period-over-period comparisons.

  • · CIC benefits triggered if termination occurs within a window from three months before the change in control to 12 months after closing.
  • · Severance subject to a separation and release agreement with non-disparagement, cooperation, and non-solicitation clauses.
  • · The full CIC Agreement will be filed as an exhibit to the Company's Form 10-Q for the quarter ended September 30, 2026.
Apogee Therapeutics, Inc. 8-K mixed materiality 9/10

11-08-2026

Apogee Therapeutics held a special meeting on August 11, 2026, where stockholders voted to approve the merger with AbbVie Inc. (Proposal 1) with 46,508,107 votes for, 3,885 against, and 14,261 abstentions. However, the non-binding advisory compensation proposal (Proposal 2) was rejected by stockholders (19,323,605 for vs. 27,123,259 against). All directors have indicated they will resign effective at the merger's closing, with no disagreements cited.

  • · The adjournment proposal (Proposal 3) was not voted on because sufficient votes existed to approve the merger.
  • · All seven directors will resign effective at the merger's closing, with no disagreements cited.
  • · The compensation proposal was advisory and non-binding; its rejection does not affect merger consummation.
Thryv Holdings, Inc. 8-K neutral materiality 5/10

11-08-2026

Thryv Holdings, Inc. replaced its 2026 Short-Term Incentive Plan (STIP) with a new H2 2026 Bridge Plan effective July 1, 2026, following a recently announced restructuring. The Bridge Plan covers a six-month performance period (July 1 – December 31, 2026) with prorated target opportunities at 50% of the original annual targets and updated performance metrics reflecting the company's revised second-half business plan. The change applies to all employees, including Named Executive Officers, and was approved by the Compensation Committee on August 10, 2026.

  • · The Bridge Plan performance period is July 1, 2026 through December 31, 2026.
  • · Target opportunities under the Bridge Plan are prorated to 50% of the annual target under the 2026 STIP.
  • · Performance metrics and weights: EBITDA (25%), Free Cash Flow (25%), SaaS Revenue (25%), Individual Performance (25%).
  • · The Bridge Plan supersedes the 2026 STIP and cancels any prior conflicting documents.
  • · Eligible employees must be in a STIP-eligible position for a minimum of 90 consecutive days and commence employment on or before September 30, 2026.
  • · The Compensation Committee retains sole discretion to set award levels and adjust payouts.
Accel Entertainment, Inc. 8-K neutral materiality 2/10

11-08-2026

Accel Entertainment appointed CEO Mark Phelan as a Class 2027 director on the Board effective August 7, 2026, increasing the Board size from 9 to 10 directors. Mr. Phelan will not receive additional compensation for his director role, and his existing CEO compensation arrangements remain unchanged.

  • · Mr. Phelan has not been appointed to any Board committee.
  • · Mr. Phelan's term expires at the 2027 Annual Meeting of Stockholders.
  • · Mr. Phelan is not a party to any arrangement or transaction requiring disclosure under Item 404(a) of Regulation S-K.
HARTFORD INSURANCE GROUP, INC. 8-K positive materiality 3/10

11-08-2026

The Hartford announced the election of Priscilla Almodovar, former president and CEO of Fannie Mae, to its Board of Directors, effective September 1, 2026. She will serve on the Finance, Investment and Risk Management Committee and the Audit Committee, bringing expertise in financial services, capital management, and enterprise risk management. The appointment is a routine board refreshment and does not involve any financial metrics or period-over-period comparisons.

  • · Almodovar earned a juris doctor from Columbia Law School and a bachelor's degree from Hofstra University.
  • · She currently serves on the boards of Realty Income Corp. and Fifth Third Bancorp.
  • · The Hartford is headquartered in Hartford, Connecticut and operates under the brand name The Hartford.
CONOCOPHILLIPS 8-K neutral materiality 6/10

11-08-2026

ConocoPhillips announced a planned leadership succession effective September 1, 2026. Andy O'Brien, currently CFO and EVP of Strategy and Commercial, will succeed Ryan Lance as President and CEO and join the board. Ryan Lance will retire as CEO and become Executive Chair in a transitional role. Konnie Haynes-Welsh, currently VP of Finance and Controller, will become SVP and CFO. The filing contains no financial results or quantitative performance data, only organizational changes.

  • · Andy O'Brien began his career with Conoco in 1997 and joined the executive leadership team in 2022.
  • · Ryan Lance has served as CEO for 14 years and has a 42-year career with the company.
  • · Konnie Haynes-Welsh joined ConocoPhillips in 2012 and previously held roles at PricewaterhouseCoopers and Mariner Energy.
  • · The appointments are effective September 1, 2026.
RADIAN GROUP INC 8-K neutral materiality 3/10

11-08-2026

Radian Group Inc. appointed Barry C. McCarthy, President and CEO of Deluxe Corporation, to its Board of Directors effective August 10, 2026. McCarthy brings extensive experience in payments, financial technology, and data analytics, which aligns with Radian's evolution as a global multi-line specialty insurer. The appointment is a routine board expansion and does not involve any financial metrics or performance changes.

  • · Barry C. McCarthy, age 62, is President, CEO and board member of Deluxe Corporation (NYSE-listed Fortune 1000).
  • · McCarthy has nearly four decades of executive leadership experience across payments, financial technology, financial services, software, data and analytics, and consumer products.
  • · He holds an MBA from the Kellogg School of Management at Northwestern University and is an NACD and ACCD Certified Director.
  • · The appointment is effective as of August 10, 2026.
SES AI Corp 8-K neutral materiality 3/10

11-08-2026

SES AI Corp filed an 8-K on August 11, 2026, reporting results of operations and financial condition (Item 2.02), a departure of directors or certain officers (Item 5.02), and financial statements and exhibits (Item 9.01). The filing does not disclose specific financial figures or the name of the officer involved, limiting quantitative analysis. The leadership change may signal governance or strategic shifts, but without details, the market impact is uncertain.

COMSCORE, INC. 8-K neutral materiality 5/10

11-08-2026

Comscore filed an 8-K on August 11, 2026, disclosing officer changes under Item 5.02, along with cost-related exit activities (Item 2.05), Regulation FD disclosure (Item 7.01), and financial exhibits (Item 9.01). The filing indicates a leadership transition and associated restructuring costs, but specific names, titles, reasons, and financial figures are not disclosed in the provided metadata. The absence of quantitative details limits the ability to assess materiality or market impact.

  • · Filing includes Item 2.05 (exit/disposal costs) and Item 5.02 (officer change), suggesting a restructuring event tied to leadership transition.
  • · Item 7.01 (Regulation FD) indicates the company made a selective disclosure, possibly related to the officer change or exit activities.
  • · No specific names, titles, effective dates, or financial amounts are provided in the available data.
NEOGENOMICS INC 8-K neutral materiality 3/10

11-08-2026

NeoGenomics announced that Alicia Olivo, EVP, General Counsel & Business Development, will transition from her role and cease to serve as General Counsel effective September 21, 2026. She will remain an employee until October 2, 2026 for transitional purposes and will receive separation payments and benefits per her employment agreement. The departure is a senior leadership change with no financial impact disclosed.

  • · Ms. Olivo's departure is effective September 21, 2026, with employment ending October 2, 2026.
  • · Separation benefits are consistent with Section 5(b) of her employment agreement, referenced in the 2025 Form 10-K filed February 17, 2026.
ALAMO GROUP INC 8-K neutral materiality 3/10

11-08-2026

Alamo Group Inc. announced the retirement of Edward T. Rizzuti, Executive Vice President and Head of Corporate Development, effective September 11, 2026. The retirement is amicable with no disagreement over operations or financial reporting. The Company entered into a consulting agreement with Mr. Rizzuti from September 14, 2026, to December 31, 2026, at $20,000 per month plus expense reimbursement for advisory support on corporate development initiatives.

  • · Consulting agreement runs from September 14, 2026, to December 31, 2026.
  • · Mr. Rizzuti's retirement is not due to any disagreement with the Company's operations, financial reporting, or accounting practices.
  • · Consulting covers advice on acquisitions, divestitures, and similar corporate development matters.
Blend Labs, Inc. 8-K neutral materiality 3/10

11-08-2026

Blend Labs, Inc. announced the resignation of Oxana Tkach, Head of Accounting and FP&A (principal accounting officer), effective August 31, 2026, to pursue another opportunity. Jason Ream, Head of Finance and Administration, will serve as interim principal accounting officer without additional compensation. The resignation was not due to any disagreement with auditors or management on accounting matters.

  • · Resignation effective on or around August 31, 2026
  • · Company has initiated a search for a successor principal accounting officer
  • · Jason Ream will not receive additional compensation for the interim role
Kilroy Realty, L.P. 8-K mixed materiality 7/10

11-08-2026

Kilroy Realty Corporation announced the departure of CFO Jeffrey Kuehling effective August 11, 2026, with Eliott Trencher assuming the CFO and Treasurer roles on an interim basis. The Company reaffirmed its 2026 guidance provided in the Q2 2026 earnings release. As of June 30, 2026, the stabilized portfolio was 77.0% occupied and 81.5% leased, with residential units averaging 95.6% occupancy, but the departure introduces uncertainty in leadership continuity.

  • · Jeffrey Kuehling's departure is not due to disagreements over financial policies, accounting principles, or financial statements/disclosures.
  • · The company has retained Russell Reynolds Associates to conduct a CFO search.
  • · Eliott Trencher previously served as CFO from 2022 to 2024 and as CIO since 2020.
  • · The company reaffirmed 2026 guidance from the July 27, 2026, Q2 earnings release.
NATIONAL RESEARCH CORP 8-K neutral materiality 3/10

11-08-2026

NRC Health (NRC) announced the resignation of CFO Shane Harrison, effective August 28, 2026, to pursue an outside opportunity. The company has initiated a search for a new CFO. This leadership change may create temporary uncertainty, though it is not accompanied by any financial results or strategic shifts.

  • · Resignation was tendered on August 7, 2026.
  • · Effective date of resignation is August 28, 2026.
  • · The resignation is not due to a disagreement with the company.
TWIN DISC INC 8-K neutral materiality 5/10

11-08-2026

Twin Disc's Board approved an amended and restated 2021 Omnibus Incentive Plan, increasing authorized shares by 700,000 to 2,336,550, and set fiscal 2027 base salaries and bonus targets for named executive officers. CEO John H. Batten received a 4% salary increase to $740,554 with a 100% target bonus, and CFO Jeffrey S. Knutson received a 4% increase to $454,480 with a 60% target bonus. The plan is subject to shareholder approval at the next annual meeting; if not approved by August 5, 2027, the prior plan remains in effect.

  • · The Omnibus Plan amendment increases authorized shares from 1,636,550 to 2,336,550.
  • · The CIP weights: net sales (20%), EBITDA as % of net sales (40%), operating cash flow (20%), corporate growth and profitability (10%), individual performance (10%).
  • · Performance stock awards vest based on three-year period ending June 30, 2029, with metrics: average return on invested capital (50%) and cumulative EBITDA (50%).
  • · Restricted stock awards vest in three years subject to continued employment.
  • · CEO may adjust NEO incentive payments by up to 20% (except his own, which is adjusted by the Committee).
AGENUS INC 8-K neutral materiality 3/10

11-08-2026

Agenus Inc. appointed Marco Tullio Marcucci as a Class II director on August 5, 2026, expanding the board from six to seven members. Mr. Marcucci, an Italian attorney with extensive legal and capital markets experience, will also serve on the Corporate Governance and Nominating Committee. He will receive an annual cash retainer of $75,000, a committee retainer of $7,500, and an option to purchase 7,500 shares vesting over three years.

  • · Mr. Marcucci is an attorney based in Rome, Italy, admitted to the Bar Association of Rome since 2002 and to the Special Bar Association of the Supreme Court and High Courts since 2018.
  • · The option to purchase 7,500 shares vests in three equal annual installments beginning August 5, 2027, subject to continued service.
  • · No arrangement or understanding exists for Mr. Marcucci's appointment, and no family relationships or material interests in transactions were disclosed.
GAXOS.AI INC. 8-K neutral materiality 5/10

11-08-2026

Gaxos.ai Inc. held its 2026 annual meeting on August 11, 2026, where shareholders approved an amendment to the 2022 Omnibus Equity Incentive Plan to increase reserved shares from 803,637 to 1,000,000, and granted the board authority to effect a reverse stock split at a ratio between 1-for-2 and 1-for-50 by August 11, 2028. All four director nominees (Vadim Mats, Adam Holzer, Scott Grayson, Roman Feldman) were elected, and Salberg & Company, P.A. was ratified as independent auditor for FY2026. Notably, the reverse stock split proposal passed with 63% of votes cast in favor, while the plan amendment received only 76% of non-broker votes in favor, indicating some shareholder dissent.

  • · Reverse stock split authority expires August 11, 2028.
  • · Broker non-votes were 4,039,445 on director elections and the plan amendment, but zero on auditor ratification and reverse split proposal.
  • · Auditor ratification passed with 4,585,107 for, 245,714 against, 39,121 abstain.
  • · The plan amendment received 630,447 for, 197,790 against, 2,260 abstain (excluding broker non-votes).
  • · Reverse split proposal: 3,068,168 for, 1,754,234 against, 47,540 abstain.
MATTHEWS INTERNATIONAL CORP 8-K neutral materiality 6/10

11-08-2026

Matthews International Corporation announced the appointment of Michael J. Whitehead as President and CEO, succeeding Joseph C. Bartolacci who is retiring after over 20 years. Whitehead, a former Lincoln Electric executive, brings extensive experience in industrial technology, innovation, and operational excellence. The company remains focused on executing strategic priorities and creating long-term value, though no specific financial guidance or performance metrics were provided in the filing.

  • · Whitehead holds a Bachelor of Science in Electrical Engineering from The Ohio State University and a Juris Doctor from the University of New Hampshire School of Law.
  • · Whitehead is an electrical engineer and patent attorney.
  • · Whitehead joined Lincoln Electric in 2005 as Chief Counsel, Intellectual Property.
  • · Matthews International operates through two core global businesses: Industrial Technologies and Memorialization.
  • · The company also has a significant investment in Propelis, a brand solutions business.
  • · Matthews has over 4,300 employees in 15 countries on four continents.
B&G Foods, Inc. 8-K neutral materiality 6/10

11-08-2026

B&G Foods announced the retirement of CEO Kenneth C. “Casey” Keller, effective August 7, 2026, after five years in the role. The Board has selected a successor who currently serves as a senior leader at another public company, but his identity has not yet been disclosed pending coordination with his current employer. The outgoing CEO and Board Chair highlighted portfolio reshaping efforts through recent divestitures and acquisitions, but the company faces ongoing industry headwinds including supply chain disruption, price inflation, and tariffs.

  • · The successor CEO has accepted the offer but his identity is withheld at his request.
  • · B&G Foods expects to announce the incoming CEO shortly in coordination with the successor's current employer's reporting requirements.
  • · Mr. Keller will assist in the leadership transition on an ongoing basis after his retirement date.
  • · The company has a pending divestiture of its Green Giant and Le Sieur frozen and shelf-stable business in Canada.
  • · Recent acquisition includes College Inn and Kitchen Basics.
Imunon, Inc. 8-K neutral materiality 3/10

11-08-2026

Imunon, Inc. announced compensatory programs for certain executive officers, allowing them to elect to receive a portion of their base salary in common stock, with additional shares issuable. The programs cover CEO Stacy Lindborg (up to 50% of salary), Executive Chairman Michael Tardugno (up to 100%), and CMO Douglas Faller (up to 40%). The shares are issued under exemptions or the 2018 Stock Incentive Plan.

  • · Shares issued to Dr. Lindborg and Mr. Tardugno are exempt from registration under Section 4(a)(2) of the Securities Act.
  • · Shares issued to Dr. Faller will be issued pursuant to the Imunon, Inc. 2018 Stock Incentive Plan, as amended and restated.
GROUP 1 AUTOMOTIVE INC 8-K positive materiality 5/10

11-08-2026

Group 1 Automotive appointed David C. Kimbell, former CEO of Ulta Beauty, to its Board of Directors effective August 10, 2026, increasing the board from nine to ten members. Mr. Kimbell will serve on the Audit Committee and brings over 30 years of retail and digital transformation experience. The appointment is a positive governance move but does not involve any financial results or operational changes.

  • · Mr. Kimbell holds a B.A. in Economics and Management from DePauw University and an M.B.A. from Purdue University.
  • · He currently serves on the Board of Best Buy Co., Inc.
  • · During his tenure as CEO of Ulta Beauty, revenue increased from $6.2 billion in 2020 to $11.3 billion.
  • · Group 1 Automotive operates 249 dealerships, 310 franchises, and 32 collision centers in the U.S. and U.K., offering 37 brands.
LEE ENTERPRISES, Inc 8-K neutral materiality 5/10

11-08-2026

Lee Enterprises approved one-time transition equity awards for CEO Nathan E. Bekke ($1.75M target) and CFO Joshua P. Rinehults ($900K target) on August 6, 2026, following the February 2026 transaction and leadership transition. The awards consist of 50% performance stock units and 50% restricted stock, with performance stock units tied 50% to stock price and 50% to Adjusted EBITDA over a period ending September 2028, and restricted stock vesting in three equal annual installments. Additionally, the Committee approved a revised annual long-term incentive framework under the LTIP, with target award values of 300% of base compensation for the CEO, 225% for the CFO, and 175% for the Chief Revenue Officer, comprising 40% restricted stock, 40% performance stock units, and 20% stock options.

  • · Transition awards are one-time awards separate from annual LTIP.
  • · Performance stock units have a performance period ending September 2028.
  • · Committee retains authority to adjust performance calculations for certain significant corporate events.
  • · Restricted stock awards vest in three equal annual installments subject to continued service.
  • · Revised annual LTIP framework applies to CEO, CFO, and Chief Revenue Officer.
  • · Annual performance stock units under revised framework also based 50% on stock price and 50% on Adjusted EBITDA over three-year period, with 0%-200% payout range.
  • · Annual restricted stock vests ratably over three years.
Inuvo, Inc. 8-K mixed materiality 8/10

11-08-2026

Inuvo reported Q2 2026 results with Audience Modeling revenue growing 19% YoY, but total net revenue fell 67% to $7.5 million due to an 80% decline in Legacy Search revenue. Net loss widened to $4.0 million ($0.27 per share) from $1.5 million ($0.10 per share) a year earlier, and Adjusted EBITDA loss increased to $1.8 million from $0.6 million. The company strengthened its balance sheet with ~$13 million in financing, retired prior debt, and added working capital, but cash and equivalents fell to $886 thousand. Operating expenses decreased 67% to $6.4 million, while operating loss grew to $3.0 million from $2.0 million.

  • · Added five new brand-direct relationships, including two Fortune Global 500 companies.
  • · Expanded IntentKey applications beyond traditional consumer advertising.
  • · Completed financing transactions totaling ~$13 million, with $10.3 million from secured promissory notes and $3.0 million from a registered direct offering of common stock and pre-funded warrants.
  • · Retired prior convertible promissory note and receivables-based credit facility by June 30, 2026.
  • · Incurred a $0.9 million charge for debt extinguishment.
  • · Operating loss increased to $3.0 million from $2.0 million in Q2 2025; Adjusted EBITDA loss widened to $1.8 million from $0.6 million.
  • · Cash and cash equivalents fell to $886K as of June 30, 2026 (excluding $3.0 million received in July).
  • · Total stockholders' equity decreased 17% from December 31, 2025 to $8.3 million.
Butterfly Network, Inc. 8-K neutral materiality 3/10

11-08-2026

Butterfly Network, Inc. announced that Dr. Erica Schwartz has stepped down from its Board of Directors effective August 5, 2026, following her confirmation as Director of the CDC. The company congratulated her on the appointment and noted her service since 2021. No financial impact or replacement was disclosed.

  • · Dr. Schwartz served on the Board since 2021.
  • · Her resignation was effective August 5, 2026.
  • · No successor or interim replacement was announced.
  • · The company filed a separate Form 8-K with additional transition details.
ManpowerGroup Inc. 8-K positive materiality 4/10

11-08-2026

ManpowerGroup announced the appointment of John B. Gibson Jr., President and CEO of Paychex, to its Board of Directors effective September 1, 2026. Gibson brings deep experience in human capital management and technology-enabled services, having led Paychex's largest-ever acquisition of Paycor in April 2025. The appointment strengthens the board's strategic and operational expertise as ManpowerGroup advances its transformation strategy.

  • · Gibson has served as President and CEO of Paychex since October 2022.
  • · He led Paychex's acquisition of Paycor in April 2025, the largest in the company's history.
  • · Previously, from 2020 to 2022, Gibson was Paychex's President and COO.
  • · He joined Paychex in 2013 as Senior Vice President of Service.
  • · Gibson holds a Bachelor of Arts degree from Indiana University and completed executive education at Northwestern University's Kellogg School of Management and INSEAD.
  • · ManpowerGroup operates in more than 70 countries and has been in business for over 75 years.
  • · In 2026, ManpowerGroup was named one of the World's Most Ethical Companies for the 17th time.
Stardust Power Inc. 8-K neutral materiality 5/10

11-08-2026

Stardust Power Inc. appointed V. Ray Rivers to its Board of Directors effective August 10, 2026; he will also serve on the Audit Committee and Compensation Committee. Rivers brings more than three decades of capital-markets, institutional-investment, financial-services, and public-company governance experience, while the filing contains no financial results or period-over-period operating metrics.

  • · Stardust Power's refinery is being developed in Muskogee, Oklahoma.
  • · The company describes the refinery as one of America's largest planned battery-grade lithium carbonate refineries.
  • · V. Ray Rivers currently serves as Co-Chair of the Greenwich Economic Forum.
  • · The filing identifies macroeconomic conditions, inflationary pressures, interest-rate changes, supply-chain disruptions, regulatory or legal changes, litigation exposure, cybersecurity threats, and foreign-exchange fluctuations as risks to forward-looking statements.
  • · The appointment was disclosed in an August 11, 2026 Form 8-K under Items 5.02 and 9.01.
REGIONS FINANCIAL CORP 8-K neutral materiality 5/10

11-08-2026

Regions Financial announced the retirement of Chief Administrative Officer Dave Keenan at the end of 2026, with Kate Danella succeeding him. John Jordan will become head of Consumer Banking, and Chief People Officer Angela Santone will report directly to CEO John Turner. The leadership transition is part of the company's talent planning and is expected to be seamless.

  • · Dave Keenan has served as Chief Administrative Officer since 2020 and previously led Human Resources for 10 years.
  • · Keenan joined AmSouth (predecessor) in 2003.
  • · Kate Danella joined Regions in 2015 and led Consumer Banking since 2022.
  • · John Jordan joined Regions in 2024 from Bank of America, where he spent over 20 years.
  • · Angela Santone joined Regions in 2025 with experience from Turner Broadcasting System and AT&T.
  • · Keenan will move to a leadership advisory role starting Sept. 1, 2026, until retirement at end of 2026.
  • · Regions operates in 15 states across the South, Midwest, and Texas.
LINCOLN ELECTRIC HOLDINGS INC 8-K neutral materiality 3/10

11-08-2026

Lincoln Electric Holdings announced that Michael J. Whitehead, Executive Vice President and President of Americas Welding, will resign effective August 28, 2026 to pursue other business opportunities. His departure is not related to any disagreement with the company. In the interim, Americas Welding will be jointly led by Gary Konarska and Albert Castillo until a successor is named.

  • · Resignation effective date: August 28, 2026
  • · Interim leadership: Gary Konarska and Albert Castillo jointly leading Americas Welding
  • · No disagreement with company, board, or management cited
Embassy Bancorp, Inc. 8-K negative materiality 3/10

11-08-2026

Embassy Bancorp, Inc. announced the passing of Director John G. Englesson on August 7, 2026. Mr. Englesson had served on the board since the company's formation in 2008 and on the board of its primary operating subsidiary since 2001. The filing does not contain any financial data or period-over-period comparisons.

  • · Mr. Englesson was one of the principal owners of Chadwick Telecommunications Corporation and the 'Chadwick Family' of Companies.
  • · He volunteered with numerous community organizations including Allentown Economic Development Corporation, Bethlehem Economic Development Corporation, Lehigh Valley Economic Development Corporation, Rotary Club of Bethlehem, and the American Hellenic Educational Progressive Association.

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