Business Context and Reporting Period
This Form 8-K Current Report, filed on July 6, 2026, covers events occurring on June 30, 2026, for New Era Energy & Digital, Inc. (Nasdaq: NUAI). The filing details significant changes to the Company's executive leadership and Board of Directors, effective July 1, 2026. The Company is an emerging growth company incorporated in Nevada.
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The report focuses exclusively on corporate governance and executive compensation arrangements.
Material Changes
The filing reports the following material changes to the Company's leadership structure:
- Charles Nelson: Appointed Chairman of the Board and Chief Executive Officer (CEO), effective July 1, 2026. Previously served as President and Chief Operating Officer.
- Ted Warner: Appointed President and Director, effective July 1, 2026. He will continue to serve as Chief Financial Officer (CFO).
- José Rodriguez: Appointed Chief Operating Officer (COO), effective July 1, 2026. Previously served as Vice President, Data Center Engineering and Operations.
- E. Will Gray II: Appointed President of the Permian Basin, effective July 1, 2026. Previously served as President and CEO. He resigned from the Board of Directors effective July 1, 2026.
Compensation, Outlook, and Risks
The filing details new and amended employment agreements for the appointed officers. No financial guidance or market outlook is provided in this document.
Compensatory Arrangements
- José Rodriguez (COO):
- Annual base salary: $485,000.
- Target bonus: Up to 40% of base salary (minimum 30% for 2026).
- Signing bonus: $75,000 (subject to pro-rata repayment if terminated within 12 months).
- Relocation: Up to $30,000 if relocating to Boulder, Colorado (subject to pro-rata repayment).
- Severance: 100% of annual base salary plus pro-rated bonus for termination without Cause or for Good Reason.
- Equity: Granted performance-vesting restricted stock units (PSUs) over a five-year period.
- E. Will Gray II (President, Permian):
- Term: Through July 1, 2030.
- Severance: In the event of termination without Cause or for Good Reason, severance equals base salary through July 1, 2030, plus unpaid bonuses and benefit plan premium costs through that date.
- Charles Nelson and Ted Warner: Employment agreements were amended to reflect title changes; other terms remain unchanged from prior disclosures.
Risks and Contingencies
The filing notes that severance payments for Mr. Rodriguez are contingent upon the execution of a release of claims. Restrictive covenants for Mr. Rodriguez include non-competition and non-solicitation clauses for 18 to 24 months post-employment.
Investor Verification Checklist
- Review the full text of the employment agreements filed as Exhibits 10.1 through 10.5 for complete terms.
- Verify the specific performance objectives attached to Mr. Rodriguez's PSUs in the Performance Award Agreement (Exhibit 10.4).
- Confirm the impact of the leadership transition on the Company's strategic direction in the Permian Basin and data center operations.
- Check subsequent filings for any financial impact related to the new compensation packages and severance liabilities.