{"url_path":"/sec/cik-0002110029/8-k/2026-06-15/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":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/2110029/0001193125-26-269880-index.html","accession_number":"0001193125-26-269880","cik":"0002110029","ticker":null,"issuer_name":"ERock, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2110029/0001193125-26-269880-index.html","primary_entity_key":"0002110029","primary_entity_name":"ERock, Inc."},"word_count":933,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nComposition of the Board\n\nOn June 9, 2026, in connection with the effectiveness of the Registration Statement, Charles Boynton, Dan Brouillette, Hans Kobler, Lindsay Luger, Mark Patterson, Sameer Reddy and Tony Satterthwaite were each appointed to the Board of Directors of the Company (the “Board”). John Carrington was already serving as a director of the Company. In addition, Mr. Kobler was appointed as Chairperson of the Board. Each of Mr. Boynton, Mr. Brouillette, Ms. Luger, Mr. Kobler, Mr. Patterson, Mr. Reddy and Mr. Satterthwaite is independent within the meaning of the listing standards of the New York Stock Exchange. In addition, each of Mr. Boynton,\n\nMr. Brouillette, Mr. Patterson and Mr. Satterthwaite is independent under the heightened independence standards applicable to members of an audit committee and each of Mr. Boynton, Mr. Kobler and Mr. Patterson is independent under the heightened independence standards applicable to members of a compensation committee.\n\nThe Board assigned each director to the classes listed below. In addition, the directors have been appointed to the Audit, Compensation and Nominating and Corporate Governance Committees of the Board as follows:\n\n \n\nName\n\n  \n\nClass\n\n  \n\nAudit Committee\n\n  \n\nCompensation\n\nCommittee\n\n  \n\nNominating and\n\nCorporate\n\nGovernance\n\nCommittee\n\nCharles Boynton\n  \nII\n  \nX (Chair)\n  \nX\n  \n\nDan Brouillette\n  \nI\n  \nX\n  \n\n  \nX\n\nJohn Carrington\n  \nIII\n  \n\n  \n\n  \n\nLindsay Luger\n  \nII\n  \n\n  \n\n  \n\nHans Kobler\n  \nIII\n  \n\n  \nX\n  \n\nMark Patterson\n  \nI\n  \nX\n  \nX (Chair)\n  \n\nSameer Reddy\n  \nIII\n  \n\n  \n\n  \nX\n\nTony Satterthwaite\n  \nII\n  \nX\n  \n\n  \nX (Chair)\n\nEach non-employee director will participate in the Company’s standard compensation program for non-employee directors, as determined by the Board from time to time and described in the Registration Statement in the section captioned “Director Compensation,” which section is incorporated by reference herein. In addition, each director has entered into a standard indemnification agreement with the Company, which provides for the standard indemnification and advancement of expenses to the fullest extent permitted by law consistent with the Company’s Amended and Restated Bylaws. The description of the indemnification agreements is intended to provide a general description only, is subject to the detailed terms and conditions of and is qualified in its entirety by reference to the full text of the form of indemnification agreement, which was previously filed as Exhibit 10.1 to the Company’s Registration Statement, and is incorporated herein by reference.\n\n2026 Equity Incentive Plan\n\nEffective June 9, 2026, the Board and the Company’s then sole stockholder adopted the ERock, Inc. 2026 Equity Incentive Plan (the “2026 Plan”) to promote and closely align the interests of employees, officers, non-employee directors, and other individual service providers of the Company with the interests of its stockholders by providing stock-based and other performance-based compensation. The 2026 Plan allows for the grant of: stock options, both incentive stock options and “non-qualified” stock options; stock appreciation rights; restricted stock; restricted stock units; incentive bonuses, which may be paid in cash, stock, or a combination thereof; and other stock-based awards. Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the 2026 Plan, 19,746,000 shares of Class A Common Stock may be issued under the 2026 Plan. The 2026 Plan share pool will be increased on January 1st of each year beginning in 2027 by a number of shares equal to 1.5% of the outstanding Class A Common Stock and Class B Common Stock on the preceding December 31st. The 2026 Plan is administered by the Compensation Committee or such other committee designated by the Board to administer the 2026 Plan.\n\nThe description of the foregoing is qualified in its entirety by reference to the complete terms and conditions of the 2026 Plan, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.\n\nExecutive Severance Plan\n\nEffective June 9, 2026, the Board adopted the ERock, Inc. Executive Severance Plan (the “Severance Plan”), pursuant to which participants are eligible to receive certain severance benefits upon a qualifying termination of employment. Each of the Company’s executive officers will become a participant in the Severance Plan, subject\n\n \n\nto their execution of a participation agreement. The Severance Plan provides the following severance benefits in the event of an executive participant’s termination of employment without cause (other than by reason of death or disability) prior to or more than 24 months following a change in control of the Company: (1) cash severance payments equal to the participant’s base salary and target annual bonus payable in installments over a 12-month period; (2) a pro-rata annual bonus for the year of termination based on actual performance for such year; and (3) 12 months of company-paid COBRA premiums. In the event of an executive participant’s termination without cause (other than by reason of death or disability) or resignation for good reason upon or within 24 months following a change in control of the Company, such participant will generally be entitled to: (1) a lump sum cash payment equal to 2.0 multiplied by the sum of the participant’s base salary and target annual bonus; (2) a pro-rata target annual bonus for the year of termination; and (3) 24 months of company-paid COBRA premiums. Severance payments and benefits are subject to the participant’s execution of a general release of claims and continued compliance with certain restrictive covenants, including confidentiality, non-solicitation, non-competition and non-disparagement covenants.\n\nThe description of the foregoing is qualified in its entirety by reference to the complete terms and conditions of the Severance Plan, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein by reference."}