Business Context and Reporting Period
This Form 8-K Current Report from AudioEye, Inc. (AEYE) covers events occurring on May 4, 2026. The filing details significant changes to the Company's executive leadership and Board of Directors, including the appointment of a new Chief Executive Officer and the restructuring of the former CEO's role.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive appointments and compensatory arrangements.
Material Changes
- Leadership Transition: Kelly Georgevich was elected Chief Executive Officer (CEO) and Secretary, while retaining her role as Chief Financial Officer (CFO) until a successor is identified. She was also elected to the Board of Directors.
- Role Restructuring: David Moradi, previously the CEO, was elected Executive Chairman of the Board and Chief Product Officer.
- Board Expansion: The Board size was increased to accommodate Ms. Georgevich's new directorship.
Compensatory Arrangements and Agreements
Kelly Georgevich (New CEO/CFO/Secretary)
- Base Salary: $450,000 annually.
- Immediate Bonus: $28,877 (pro rata portion of 2026 bonus opportunity).
- Equity Grants:
- 50,000 Restricted Stock Units (RSUs) with quarterly vesting through May 2027.
- 60,000 Performance Stock Units (PSUs) tied to 2026 and 2027 performance targets.
- 2,264 fully vested shares of common stock.
- Termination Provisions: In the event of termination without Cause or resignation for Good Reason, Ms. Georgevich is entitled to six months of base salary and COBRA coverage for up to six months. Change of Control triggers full vesting of unvested RSUs and deemed achievement of PSU targets.
David Moradi (Executive Chairman/Chief Product Officer)
- Base Salary: $1 annually.
- Benefits: Full health benefits up to $10,000 annually.
- Equity Grants:
- 58,000 RSUs with quarterly vesting through May 2027.
- 69,600 PSUs tied to 2026 and 2027 performance targets.
- Forfeiture: Outstanding time-based RSUs not vested pro rata and all outstanding performance shares were forfeited on the Effective Date.
- Termination Provisions: Includes a gross-up payment for excise taxes under Section 4999 of the Code if payments constitute parachute payments. Unvested time-based RSUs vest in full if employment is terminated without Cause within one year of the Effective Date.
Investor Verification Checklist
- Verify the specific performance targets established by the Compensation Committee for the 2026 and 2027 PSUs granted to Ms. Georgevich and Mr. Moradi.
- Review the full text of the Amended and Restated Employment Agreements (Exhibits 10.1 and 10.2) for detailed definitions of "Cause," "Good Reason," and "Change of Control."
- Confirm the timeline for identifying a successor to Ms. Georgevich in her CFO role.
- Assess the impact of the leadership transition on the Company's strategic direction as outlined in the accompanying press release (Exhibit 99.1).