{"url_path":"/sec/giggw/8-k/2026-06-01/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":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2023730/0001193125-26-249151-index.html","accession_number":"0001193125-26-249151","cik":"0002023730","ticker":"HDRN","issuer_name":"Hadron Energy, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2023730/0001193125-26-249151-index.html","primary_entity_key":"0002023730","primary_entity_name":"Hadron Energy, Inc."},"word_count":600,"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\nAppointment of Directors and Officers\n\nThe following persons are serving as executive officers and directors of the Company upon the Closing, with Samuel Gibson, Rahul Shukla, Ken Canavan, Ross T. Ridenoure, and Dr. Andrew M. Ward having been named as executive officers effective upon the Closing on May 22, 2026, and each of the directors having been elected by the GigCapital7 stockholders to the board also upon the Closing on May 22, 2026. For biographical and current compensatory information concerning the executive officers and directors, see the disclosure in the Final Proxy Statement/Prospectus in the sections titled “Management of the Domesticated GigCapital7 Following the Business Combination” which is incorporated herein by reference.\n\n \n\nName\n\n  \nAge\n \n  \n\nPosition\n\nDr. Avi Katz\n\n  \n \n68\n \n  \nIndependent Director and Executive Chairman\n\nSamuel Gibson\n\n  \n \n25\n \n  \nFounder, Chief Executive Officer and Director\n\nRahul Shukla\n\n  \n \n43\n \n  \nChief Financial Officer\n\nKen Canavan\n\n  \n \n61\n \n  \nChief Operating Officer\n\nRoss T. Ridenoure\n\n  \n \n71\n \n  \nChief Nuclear Officer\n\nDr. Andrew M. Ward\n\n  \n \n44\n \n  \nChief Technology Officer\n\nDr. Raluca Dinu\n\n  \n \n52\n \n  \nIndependent Director\n\nRaanan I. Horowitz\n\n  \n \n65\n \n  \nIndependent Director\n\nAmbassador Adrian Zuckerman\n\n  \n \n69\n \n  \nIndependent Director\n\nRalph L. Hunter\n\n  \n \n61\n \n  \nIndependent Director\n\nRobert J. Lewis\n\n  \n \n58\n \n  \nIndependent Director\n\nBryan L. Timm\n\n  \n \n62\n \n  \nIndependent Director\n\nEffective upon the Closing on May 22, 2026, Dr. Avi Katz and Christine M. Marshall resigned as executive officers of GigCapital7, and each of Karen Rogge and Professor Darius Moshfeghi resigned as directors of GigCapital7.\n\nIndemnification Agreements for Company Directors and Officers\n\nIn connection with the closing of the Business Combination, the Company entered into indemnification agreements with each of its directors and officers (the “Indemnification Agreements”). The Indemnification Agreements provide the directors and executive officers with contractual rights to indemnification and expense advancement. The foregoing description of the Indemnification Agreements is not complete and is subject to and qualified in its entirety by reference to the text of the form of Indemnification Agreement, which is included as Exhibit 10.1 to this Current Report on Form 8-K.\n\n2026 Equity Incentive Plan\n\nAs previously reported in the Current Report on Form 8-K filed with the SEC on May 8, 2026, at the Extraordinary Meeting, the GigCapital7 stockholders considered and approved the Hadron Energy, Inc. 2026 Incentive Plan (the “Incentive Plan”) and reserved 10,021,784 shares of common stock for issuance thereunder. The Incentive Plan with the reserved number of shares, which as approved by the GigCapital7 stockholders was to have an amount reserved equal to 10% of the fully-diluted number of shares of Hadron Energy as of the Closing of the Business Combination, was approved by the Board of GigCapital7 on May 7, 2026 once that number was determined. The Incentive Plan\n\nbecame effective immediately upon the Closing of the Business Combination. The number of shares of common stock reserved for issuance under the Incentive Plan will automatically increase on January 1 of each year, beginning on January 1, 2027 and continuing through January 1, 2037, by 5% of the total number of shares of common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the board of directors.\n\nA more complete summary of the terms of the Incentive Plan is set forth in the Final Proxy Statement/Prospectus in the section titled “Proposal No. 6—The Incentive Plan Proposal”. That summary and the foregoing description of the Incentive Plan are qualified in their entirety by reference to the text of the Incentive Plan, which is filed as Exhibit 10.2 hereto and incorporated herein by reference."}