Business Context and Reporting Period
This Form 8-K filing by New Era Energy & Digital, Inc. (Nasdaq: NUAI) reports a corporate governance event dated March 16, 2026. The company, incorporated in Nevada and headquartered in Midland, TX, is classified as an emerging growth company.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The report focuses exclusively on executive compensation and appointment details.
Material Changes
- Executive Appointment: Ted Warner was appointed Chief Financial Officer (CFO) and principal financial officer, effective March 16, 2026.
- Role Transition: E. Will Gray II ceased serving as interim CFO and principal financial officer, returning solely to his role as Chief Executive Officer.
Guidance, Outlook, and Compensation Details
The filing details the terms of the Warner Employment Agreement and associated equity awards:
- Base Salary: $500,000 annually.
- Target Bonus: Up to 40% of base salary based on performance goals.
- Milestone Bonus: Potential one-time discretionary payment of $200,000 upon completion of specific operational and financial milestones.
- Severance:
- Termination without Cause/Good Reason (Pre-Change in Control): 100% of base salary plus pro-rated bonus and 12 months of benefit premiums.
- Termination without Cause/Good Reason (Post-Change in Control): 150% of base salary plus pro-rated bonus and 18 months of benefit premiums.
- Equity Grants (Inducement):
- 1,221,346 Performance Shares (PSUs) vesting over five years based on performance and service conditions.
- 610,673 Restricted Stock Units (RSUs) vesting monthly over four years.
Investor Verification Checklist
- Verify the specific operational and financial milestones required for the $200,000 discretionary bonus.
- Review the detailed performance conditions for the 1,221,346 PSUs in the attached Performance Award Agreement (Exhibit 10.2).
- Confirm the total number of authorized shares under the company's Equity Incentive Plan to assess the impact of these inducement grants.
- Monitor future filings for the first quarterly report to assess the company's financial position under the new CFO leadership.