{"url_path":"/sec/bird/8-k/2026-06-17/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1653909/0001193125-26-273417-index.html","accession_number":"0001193125-26-273417","cik":"0001653909","ticker":"BIRD","issuer_name":"Smartbird, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1653909/0001193125-26-273417-index.html","primary_entity_key":"0001653909","primary_entity_name":"Smartbird, Inc."},"word_count":1165,"has_tables":true,"body_markdown":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nAppointment of Chief Executive Officer\n\nOn June 12, 2026, the Board of Directors of the Company (the “Board”) approved the appointment of Nadia Carlsten to serve as President, Chief Executive Officer, Secretary and a director of the Company, effective June 18, 2026 (the “Effective Date”). Dr. Carlsten will serve as a Class I director and will stand for reelection at the 2028 annual meeting of stockholders.\n\nDr. Carlsten brings significant experience in AI and advanced computing platforms, making her a valuable addition as the Company pursues opportunities in the AI infrastructure market. Most recently, Dr. Carlsten served as the Chief Executive Officer of DCAI from August 2024 to January 2026. While there, Dr. Carlsten built and scaled AI infrastructure platforms from concept to commercial deployment, including Denmark’s sovereign AI supercomputer. From May 2022 to August 2024, Dr. Carlsten served as the Vice President of Product at SandboxAQ, a Google spin-off developing AI models and platforms. Prior to that, Dr. Carlsten held leadership positions at Amazon Web Services, including as Head of Product for the AWS Center for Quantum Computing. From 2016 to 2019, Dr. Carlsten held various roles with the U.S. Department of Homeland Security, most recently serving as Director of Commercialization. Earlier in her career, Dr. Carlsten held positions supporting the commercialization and deployment of advanced technologies across both public- and private-sector organizations. Dr. Carlsten is a member of the World Economic Forum’s Global Future Council - Next Generation Computing and serves as Senior Investment Advisor to Ground State Ventures. Dr. Carlsten holds a B.S. in Chemistry and a B.A. in Physics from the University of Virginia and a Ph.D. in Engineering from the University of California, Berkeley.\n\nUnder the terms of the offer letter with Dr. Carlsten (the “Offer Letter”), Dr. Carlsten will receive an annual base salary of $700,000 and will be eligible to receive an annual, performance-based bonus, payable in cash, with a target bonus opportunity of 100% of Dr. Carlsten’s annual base salary. Any actual annual performance bonus amount will be based on the Board’s good faith assessment of Dr. Carlsten’s and the Company’s attainment of performance goals established by the Board in its reasonable discretion.\n\n \n\nAs a material inducement to Dr. Carlsten entering into employment with the Company, the Management Compensation and Leadership Committee of the Board (the “Compensation Committee”) approved a restricted stock unit (“RSU”) award (the “Carlsten RSU Award”) that is intended to qualify as an “inducement grant” in accordance with Nasdaq Listing Rule 5635(c)(4). The Carlsten RSU Award is comprised of 1,532,379 RSUs converting into an equal number of shares of the Company’s Class A common stock. 255,397 shares underlying the Carlsten RSU Award vest as of the initial date of grant and the remaining shares underlying the Carlsten RSU Award will vest in 16 equal quarterly installments on each vesting date thereafter, subject to Dr. Carlsten’s continuous service to the Company as of each such vesting date. The Company’s vesting dates are March 1st, June 1st, September 1st, and December 1st.\n\nDr. Carlsten was not selected as an officer or appointed as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between the Company and Dr. Carlsten that would require disclosure under Item 404(a) of Regulation S-K.\n\nThe foregoing description of the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Offer Letter, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nBoard Chairperson\n\nThe Board has appointed Lily Yan Hughes as the Chairperson of the Board. Ms. Hughes, who was initially appointed to the Board on October 31, 2025, was chosen for this position because, among other things, she has extensive experience, knowledge and expertise in the technology industry, as well as corporate governance, capital markets and M&A. She spent nearly 18 years at Ingram Micro, one of the world’s largest IT and mobile devices distributors. She also served on the executive team of Arrow Electronics, a Fortune 100 global provider of electronic components and enterprise computing solutions.\n\nThe Compensation Committee has approved an annual Chairperson retainer of $50,000, payable to Ms. Hughes in cash, which is in addition to the annual Board service retainer of $50,000, which is the amount that applies to all non-employee directors of the Company.\n\nFurther, the Compensation Committee has approved the grant to Ms. Hughes of an award of 125,000 RSUs (the “Hughes RSU Award”), pursuant to the Company’s 2021 Equity Incentive Plan and standard forms of award agreements thereunder. 1/12th of the shares underlying the Hughes RSU Award will vest on the three-month anniversary of the date of grant, and the remaining shares underlying the Hughes RSU Award will vest in 11 equal quarterly installments thereafter, subject to Ms. Hughes’s continuous service to the Company as of each such vesting date.\n\nDeparture of Chief Executive Officer\n\nJoe Vernachio, the Company’s current President, Chief Executive Officer, and Secretary of the Company, has tendered his resignation as an officer and director, with his final date of service to be June 19, 2026. Mr. Vernachio informed the Company that his resignation from the Board is not a result of any disagreement with the Company on any matter relating to its operations, policies or practices. The Company thanks Mr. Vernachio for his valuable insights and contributions since joining the Company in 2021.\n\nIn connection with Mr. Vernachio’s departure, the Compensation Committee has approved the acceleration of vesting of 50,306 outstanding RSUs and 21,251 outstanding stock options held by Mr. Vernachio. In addition, the Committee approved an extension of the post-termination exercise period for outstanding stock options held by Mr. Vernachio.\n\nCompensation for Chief Financial Officer\n\nThe Compensation Committee has approved, effective as of June 18, 2026, a revised compensation package for Ann Mitchell, the Company’s Chief Financial Officer. Ms. Mitchell will receive an annual base salary of $450,000 and will be eligible to receive an annual performance bonus with a target of 50% of Ms. Mitchell’s base salary. Any actual annual performance bonus amount will be based upon the Board’s good faith assessment of Ms. Mitchell’s and the Company’s attainment of goals established by the Board in its reasonable discretion.\n\n \n\nThe Compensation Committee also approved the grant to Ms. Mitchell of an award of 766,190 RSUs (the “Mitchell RSU Award”), pursuant to the Company’s 2021 Equity Incentive Plan and standard forms of award agreements thereunder. 1/12th of the shares underlying the Mitchell RSU Award will vest on the three-month anniversary of the date of grant, and the remaining shares underlying the Mitchell RSU Award will vest in 11 equal quarterly installments on each vesting date thereafter, subject to Ms. Mitchell’s continuous service to the Company as of each such vesting date."}