Business Context and Reporting Period
This Form 8-K Current Report was filed by Duos Technologies Group, Inc. (NASDAQ: DUOT) on January 27, 2026, reporting events that occurred on November 16, 2025. The filing primarily addresses the execution of a new employment agreement with the Company's Chief Financial Officer, Leah F. Brown.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. This report focuses exclusively on executive compensation arrangements and does not contain financial performance data for the period.
Material Changes
The material change reported is the formalization of the CFO's compensation package, which includes:
- Employment Term: A three-year initial term with automatic one-year renewals unless 60 days' notice of non-renewal is given.
- Base Salary: Set at an annual rate of $250,000, subject to annual review.
- Performance Bonus: Eligibility for an annual bonus of up to 80% of base salary, contingent on revenue targets, profitability, and other indicators approved by the Board.
- Equity Grant: A grant of 150,000 restricted shares of common stock under the 2021 Equity Incentive Plan.
Guidance, Outlook, and Risks
Equity Vesting and Acceleration: The 150,000 restricted shares are subject to a three-year cliff vesting schedule, with full vesting on December 31, 2028, provided Ms. Brown remains employed. Vesting accelerates in the event of a change of control, death, disability, termination without cause, or resignation for good reason.
Termination Provisions: The agreement allows for termination with or without cause by the Company, and by Ms. Brown for good reason.
Outlook: The filing does not contain specific financial guidance or management commentary regarding future business outlook beyond the strategic plan references tied to bonus criteria.
Investor Verification Checklist
- Verify the total number of shares outstanding and the dilution impact of the 150,000 restricted shares granted to the CFO.
- Review the specific performance criteria for the 80% bonus target as defined in the Annual Strategic Plan.
- Confirm the current market price of DUOT common stock to assess the fair value of the equity grant.
- Examine the full text of Exhibits 10.1 (Employment Agreement) and 10.2 (Equity Award Agreement) for detailed forfeiture and acceleration clauses.