{"url_path":"/sec/clir/8-k/2026-08-11/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","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/1434524/0001104659-26-093758-index.html","accession_number":"0001104659-26-093758","cik":"0001434524","ticker":"CLIR","issuer_name":"ClearSign Technologies Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1434524/0001104659-26-093758-index.html","primary_entity_key":"0001434524","primary_entity_name":"ClearSign Technologies Corp"},"word_count":902,"has_tables":true,"body_markdown":"**Item 5.02****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\nAt\nthe 2026 annual meeting of stockholders of ClearSign Technologies Corporation (the “Company”) held on June 8, 2026 (the “Annual\nMeeting”), the Company’s board of directors (the “Board”) consisted of five directorships, and four directors\nstood for re-election at the Annual Meeting, with one directorship remaining vacant. Subsequent to the Annual Meeting, upon recommendation\nof the nominating and corporate governance committee of the Board (the “Governance Committee”), the Board appointed Larry\nM. Saddler to serve as a director, effective as of August 6, 2026 (the “Effective Date”), to fill such vacancy on the Board.\n\n \n\nMr.\nSaddler, age 76, brings over 40 years of engineering, technology, and operations leadership experience in the energy and industrial sectors,\ngained exclusively in various roles at ExxonMobil Holdings Corporation (NYSE: XOM) (formerly known as “Exxon Mobil Corporation”)\n(“ExxonMobil”). Mr. Saddler served as Global Technology Sponsor for Heat Transfer at ExxonMobil from February 2013 until his\nretirement in February 2021, where he was responsible for, among other things, the functional testing, application, startup and support\nof ultra-low NOx projects and new technologies in the fired and unfired heat transfer fields, as well as the oversight of global fleet\nmanagement of the safety, environmental, reliability and margin performance of ExxonMobil’s fired equipment asset class. Prior to\nthat role, Mr. Saddler served as Fired Equipment Lead at ExxonMobil from July 2008 to February 2013, where he provided regional support\nacross the Americas for plant operations, turnarounds, technology applications, capital projects and mentoring less experienced engineers.\nFurther, from July 1999 to July 2008, Mr. Saddler served as a Fired Equipment Engineer at ExxonMobil, focusing on the development, testing\nand technical readiness of new ultra-low NOx burner technologies in support of a large capital project spanning dozens of pieces of fired\nequipment. Prior to such roles, Mr. Saddler served in other engineering roles at ExxonMobil, from July 1981 to July 1999. Mr. Saddler\nreceived a Bachelor of Science in Mechanical Engineering from Clemson University.\n\n   \n\nIn\nconnection with his appointment to the Board, Mr. Saddler received an offer letter from the Company, effective as of the Effective Date\n(the “Offer Letter”), setting forth the terms of Mr. Saddler’s services as a director and his compensation arrangement,\nwhich he accepted on such date. Pursuant to the Offer Letter and in accordance with the Company’s non-executive director compensation\npolicy (the “Director Compensation Policy”), Mr. Saddler will receive (i) cash compensation of $60,000 annually, payable in\nquarterly installments in arrears on the last day of the fiscal quarter in which the service occurred, with the amount for the first quarter\nof service prorated based on Mr. Saddler’s start date, provided that Mr. Saddler may elect to receive all or a portion of such cash\ncompensation in the form of restricted stock units (“RSUs”) with the fair market value based on the closing price of the Company’s\ncommon stock on the date of grant; and (ii) non-statutory stock option grants with an aggregate fair market value of $40,000 annually,\nissued in quarterly installments in arrears on the last day of each fiscal quarter in which the service occurred, with the amount for\nthe first quarter of service prorated based on Mr. Saddler’s start date. Any RSUs and stock options granted under the Director Compensation\nPolicy and in accordance with the Offer Letter will be issued under the Company’s Amended and Restated 2021 Equity Incentive Plan.\nIn addition, pursuant to the Offer Letter, Mr. Saddler is entitled to supplemental director compensation with respect to certain outstanding,\nunvested RSUs of his prior employer held by Mr. Saddler that were received as part of his prior employment’s compensation (the “Covered\nRSUs”), pursuant to which, to the extent applicable, the Company has agreed to make future cash payments to Mr. Saddler equal to\nthe value of any Covered RSUs that are forfeited or cancelled in connection with his appointment to or service on the Board (the “Make-Whole\nPayments”), subject to Mr. Saddler’s continued service as a director through the applicable scheduled vesting date of each\nsuch Covered RSU (each, a “Scheduled Vesting Date”), except in the case of his earlier death or disability. The Make-Whole\nPayments will be payable no later than 30 days after each Scheduled Vesting Date, and in all events by March 15 of the calendar year following\nthe year in which a Scheduled Vesting Date occurs, if any.\n\n  \n\n \n\n \n\n \n\nThe\nforegoing description of the Offer Letter does not purport to be a complete description of the rights and obligations of the parties thereunder\nand is qualified in its entirety by reference to the Offer Letter, which is included as Exhibit 10.1 to this Current Report on Form 8-K.\n\n \n\nIn\nconnection with his appointment to the Board, Mr. Saddler also entered into the Company’s standard form of indemnification agreement,\nthe form of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange\nCommission on August 14, 2023.\n\n \n\nThere\nare no other arrangements or understandings between Mr. Saddler and any other person pursuant to which he was selected as a director.\nThere are no family relationships between Mr. Saddler and any of the Company’s officers and directors, and there is no transaction\nbetween the Company and Mr. Saddler that is required to be disclosed pursuant to Item 404(a) of Regulation S-K."}