{"url_path":"/sec/nuaiw/8-k/2026-06-03/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":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/2028336/0001213900-26-064395-index.html","accession_number":"0001213900-26-064395","cik":"0002028336","ticker":"NUAI","issuer_name":"New ERA Energy & Digital, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2028336/0001213900-26-064395-index.html","primary_entity_key":"0002028336","primary_entity_name":"New ERA Energy & Digital, Inc."},"word_count":984,"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\n*Appointment of Chief\nAccounting Officer*\n\n \n\nOn June 1, 2026, the\nBoard of Directors (the “Board”) of New Era Energy & Digital, Inc. (the “Company”) appointed\nDarin Rovell to serve as Chief Accounting Officer of the Company, effective June 22, 2026.\n\n \n\nMr. Rovell, age 38, previously\nserved as Senior Director, Consolidations and Reporting at HF Sinclair Corporation (NYSE: DINO) from May 2023 to June 2026, and held various\nroles at At Home Group Inc. from May 2016 to May 2023, including most recently as Senior Director of Investor Relations. Mr. Rovell also\nformerly held positions at Riveron Consulting LLC, Ernst & Young LLP, and BKD LLP (now Forvis Mazars LLP). Mr. Rovell is a Certified\nPublic Accountant. Mr. Rovell holds a Bachelor of Science in Accounting from the University of Texas at Dallas and a Master of Business\nAdministration from the University of Chicago Booth School of Business.\n\n \n\nThere are no arrangements\nor understandings between Mr. Rovell and any other person pursuant to which Mr. Rovell was selected to serve as the Company’s Chief\nAccounting Officer. Mr. Rovell does not have any family relationship with any director or executive officer of the Company, or any person\nnominated or chosen by the Company to become a director or executive officer. There are no transactions in which Mr. Rovell has an interest\nrequiring disclosure under Item 404(a) of Regulation S-K.\n\n \n\n*Rovell Employment\nAgreement*\n\n \n\nIn connection with Mr.\nRovell’s appointment as Chief Accounting Officer, the Company and Mr. Rovell entered into an employment agreement (the “Rovell\nEmployment Agreement”), effective June 22, 2026. Under the Rovell Employment Agreement, Mr. Rovell’s annual base salary\nis $350,000, subject to adjustment by the Compensation Committee of the Board (the “Compensation Committee”). Mr. Rovell\nwill have an annual target bonus opportunity of up to 40% of his annual base salary based on the achievement of specified performance\ngoals set by the Compensation Committee, which will be paid on a pro-rated basis for Mr. Rovell’s employment in 2026. Mr. Rovell\nwill be eligible for an additional signing bonus of $30,000, contingent on his continued employment in good standing through the first\nregularly scheduled payroll date following the start of his employment. The signing bonus is subject to repayment on a pro rata basis\nif Mr. Rovell’s employment is terminated for any reason within 12 months. Mr. Rovell will be entitled to participate, on the same\nbasis as other executives of the Company, in those employee benefit programs for which substantially all of the executive officers of\nthe Company are from time to time generally eligible, as determined by the Board. Mr. Rovell may be eligible to receive grants of equity,\nequity-based or similar compensation awards pursuant to the Company’s then-current equity incentive plan or as otherwise approved\nby the Compensation Committee.\n\n \n\nIn the event of a\ntermination by the Company without Cause or a termination by Mr. Rovell for Good Reason at any time before a Change in Control (as\nsuch terms are defined in the Rovell Employment Agreement), the Company will pay to Mr. Rovell: (i) severance compensation in an\namount equal to 100% of his annual base salary, (ii) any unpaid annual target bonus earned for the prior year, (iii) a pro-rated\nportion of the annual target bonus for the year in which the Rovell Employment Agreement is terminated, and (iv) a lump sum payment\nequal to the total cost of premium payments for 12 months of coverage under the Company’s benefit plans.\n\n \n\nIn the event of a\ntermination by the Company without Cause or a termination by Mr. Rovell for Good Reason on or within 12 months following a Change in\nControl, the Company will pay to Mr. Rovell: (i) severance compensation in an amount equal to 150% of his annual base salary, (ii)\nany unpaid annual target bonus earned for the prior year, (iii) a pro-rated portion of the annual target bonus for the year in which\nthe Rovell Employment Agreement is terminated, and (iv) a lump sum payment equal to the total cost of premium payments for 18 months\nof coverage under the Company’s benefit plans.\n\n \n\n1\n\n \n\n \n\nSeverance payments described\nabove are contingent upon the execution of a release of claims against the Company.\n\n \n\nThe Rovell Employment\nAgreement also contains certain restrictive covenants, including non-competition, confidentiality and non-disparagement covenants, a covenant\nnot to solicit clients for a period of 18-months following the termination of his employment and not to solicit employees for a period\nof 24 months following the termination of his employment.\n\n \n\n*Rovell RSU Award Agreement*\n\n** **\n\nMr. Rovell will be granted an award of restricted\nstock units (“RSUs”) covering a total of 325,000 shares of the Company’s common stock which shall vest each month\nover a four-year period beginning on June 22, 2026, subject to Mr. Rovell’s continued employment with the Company through each vesting\ndate, and in accordance with the terms set forth in the form of Restricted Stock Unit Award Agreement, by and between the Company and\nMr. Rovell (the “Rovell RSU Agreement”), and the terms of the New Era Helium Corp. 2024 Equity Incentive Plan, as amended\n(the “Plan”). In the event that Mr. Rovell’s termination of employment with the Company occurs due to a death,\ndisability, a termination by the Company without Cause, or by Mr. Rovell for Good Reason (as such terms are defined within the Rovell\nRSU Agreement), or there is a Change in Control of the Company (as defined within the Plan), the RSUs will vest in full.\n\n \n\nThe foregoing descriptions of the Rovell Employment\nAgreement and Rovell RSU Agreement do not purport to be complete and are qualified in their entirety by reference to the Rovell Employment\nAgreement and Rovell RSU Agreement, copies of which are filed herewith as Exhibits 10.1 and 10.2, respectively, and are incorporated by\nreference herein."}