{"url_path":"/sec/keel/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1812477/0001213900-26-075205-index.html","accession_number":"0001213900-26-075205","cik":"0001812477","ticker":"KEEL","issuer_name":"Keel Infrastructure Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1812477/0001213900-26-075205-index.html","primary_entity_key":"0001812477","primary_entity_name":"Keel Infrastructure Corp."},"word_count":1321,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\nOn July 5, 2026, Keel Infrastructure Corp. (the\n“Company”) appointed Ganesh Aiyer, age 55, as President, effective July 6, 2026. Mr. Aiyer will report directly to the Company’s\nChief Executive Officer. Mr. Aiyer most recently served as Chief Business Officer at Digital Realty Trust, one of the largest data center\nREITs in the world that owns and operates over 300 data centers across 25 countries, since 2019. At Digital Realty, Mr. Aiyer led global\ncommercial strategy and business operations spanning hyperscale, cloud, enterprise and channel customers. Prior to that role, Mr. Aiyer\nheld senior executive roles at Schneider Electric and Dell Technologies, driving large-scale growth, sales, and go-to-market strategies\nacross the full data center infrastructure stack.\n\n \n\nIn connection with Mr. Aiyer’s appointment,\nBackbone Hosting Solutions (USA) Inc., a subsidiary of the Company, entered into an employment agreement with Mr. Aiyer, dated July 5,\n2026 (the “employment agreement”), and the Company has guaranteed the obligations of Backbone Hosting Solutions (USA) Inc.\nunder the agreement. The employment agreement provides that Mr. Aiyer’s employment is at-will. Mr. Aiyer will receive an annual\nbase salary of USD $500,000, less statutory deductions and withholdings, payable bi-weekly in accordance with the Company’s usual\npayroll practices, and subject to annual review. Capitalized terms used but not defined in this report have the meanings ascribed to them\nin the employment agreement.\n\n \n\nMr. Aiyer will be eligible to participate in the\nCompany’s short-term incentive plan, with a target annual bonus opportunity equal to one hundred percent (100%) of his annual base\nsalary, with performance measured based on seventy-five percent (75%) corporate KPIs and twenty-five percent (25%) individual KPIs. Bonuses\nunder the short-term incentive plan are payable annually in cash based on achievement of pre-established corporate and individual performance\nobjectives, are prorated for the first year of employment based on time of service, are earned and payable only upon completion of the\nrelevant fiscal year and are subject to the applicable short-term incentive plan document and the Company’s clawback policy as in\neffect from time to time.\n\n \n\nMr. Aiyer will be eligible to participate in the\nCompany’s annual long-term incentive plan beginning in 2027, as determined at the sole discretion of the Company and its Board of\nDirectors and pursuant to the terms and conditions of the Company’s long-term incentive plan. Subject to approval by the Board of\nDirectors, on or around July 9, 2026, Mr. Aiyer will receive a one-time grant of one hundred thousand (100,000) stock options, which will\nfully vest in January 2027, and restricted stock units with a value of USD $1,500,000, which will vest fifty percent (50%) in January\n2027, twenty-five percent (25%) in July 2027 and twenty-five percent (25%) in January 2028. Awards under the long-term incentive plan\nmay include stock options, restricted stock units, performance stock units or other equity-based awards, and will be subject to the applicable\nplan documents, vesting schedules, performance conditions, award agreements and applicable laws and regulations.\n\n \n\nMr. Aiyer will be eligible to participate in the\nCompany’s health plan effective from the first day of the month following his July 6, 2026 employment start date, subject to applicable\neligibility requirements, with the Company paying a portion of plan premiums and Mr. Aiyer responsible for the balance of premiums and\nany selected plan upgrades. Mr. Aiyer will also be eligible to participate in the Company’s 401(k) or other group retirement savings\nplan, subject to the terms and conditions of the governing plan document. The employment agreement also provides for paid vacation, sick\ntime and flexible time in accordance with the Company’s applicable paid time off policies, reimbursement of reasonable business\nexpenses in accordance with the Company’s travel and expense policy, reimbursement of reasonable costs related to the use of Mr.\nAiyer’s personal cell phone for Company-related activities or the option to request a Company-provided cell phone and, if required\nas part of his day-to-day responsibilities, use of an assigned Company vehicle.\n\n \n\nIf Mr. Aiyer’s employment is terminated\nby the Company without Cause or by Mr. Aiyer for Good Reason, he will be entitled to accrued benefits and, subject to execution and non-revocation\nof a general release of claims, separation entitlements under the employment agreement. If Mr. Aiyer has completed at least six (6) months\nof employment, those separation entitlements include severance pay equal to twelve (12) months of base salary, plus two (2) additional\nmonths for each completed year of service, capped at a total of eighteen (18) months, payable in a lump sum within twenty (20) days after\nthe later of receipt of an executed release or expiration of any revocation period under the executed release. The separation entitlements\nalso include any unpaid annual bonus under the short-term incentive plan for the year prior to the year of termination, based on actual\nachievement of individual and corporate performance, and a pro-rata bonus under the short-term incentive plan for the year of termination,\nbased on actual achievement of individual performance and 100% achievement of corporate performance, payable at the same time bonuses\nfor such year are paid to other senior executives of the Company or on the first payroll date after the sixtieth (60th) day following\nthe termination date, whichever is later. In addition, upon such a termination, unvested equity will vest in accordance with the terms\nof the long-term incentive plan then in effect as of the date one year prior to Mr. Aiyer’s separation, and, subject to timely election\nof COBRA continuation coverage and continued eligibility, Mr. Aiyer will be entitled to continued participation in the Company’s\nhealth plan at the Company’s expense for the duration of the severance period, subject to cessation if he obtains other employment\nthat offers group health benefits.\n\n \n\n1\n\n \n\nIf Mr. Aiyer experiences a Qualified Change of\nControl Termination, defined as a termination by the Company without Cause, other than due to death or Disability, or by Mr. Aiyer for\nGood Reason, within eighteen (18) months following or in the six (6) months preceding a Change of Control, he will be entitled to accrued\nbenefits and the Qualified Change of Control Termination Entitlements under the employment agreement. Those entitlements include severance\npay equal to twenty-four (24) months of base salary. They also include any unpaid annual bonus under the short-term incentive plan for\nthe year prior to the year of termination, based on 200% of individual and corporate performance, and a pro-rata bonus under the short-term\nincentive plan for the year of termination, based on actual achievement of individual performance and 200% achievement of corporate performance,\npayable at the same time bonuses for such year are paid to other senior executives of the Company or on the first payroll date after the\nsixtieth (60th) day following the termination date, whichever is later. Upon a Qualified Change of Control Termination, unvested equity\nwill vest in accordance with the terms of the long-term incentive plan then in effect as of the date one year prior to the Qualified Change\nof Control, and, subject to timely election of COBRA continuation coverage and continued eligibility, Mr. Aiyer will be entitled to continued\nparticipation in the Company’s health plan at the Company’s expense during the Qualified Change of Control severance period,\nsubject to cessation if he obtains other employment that offers group health benefits.\n\n \n\nThe employment agreement is also contingent upon\nsatisfactory completion of standard background checks, execution of the confidentiality, non-solicitation, non-competition and intellectual\nproperty agreement and proof of authorization to work in the United States.\n\n \n\nThere are no family relationships between Mr.\nAiyer and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Aiyer and any other\nperson pursuant to which Mr. Aiyer was selected as President. Mr. Aiyer has no direct or indirect material interest in any transaction\nrequired to be disclosed pursuant to Item 404(a) of Regulation S-K."}