{"url_path":"/sec/sdst/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/1831979/0001493152-26-036984-index.html","accession_number":"0001493152-26-036984","cik":"0001831979","ticker":"SDST","issuer_name":"Stardust Power Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1831979/0001493152-26-036984-index.html","primary_entity_key":"0001831979","primary_entity_name":"Stardust Power Inc."},"word_count":453,"has_tables":true,"body_markdown":"** **\n\n**Item\n5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n** **\n\n**Director\nAppointment**\n\n \n\nOn\nAugust 10, 2026, the Board of Directors (the “Board”) of Stardust Power Inc. (the “Company”) appointed Mr. V.\nRay Rivers to serve as a director until the 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified,\neffective August 10, 2026. The Board also appointed Mr. Rivers to serve as a member of the Audit Committee and Compensation Committee\nof the Board. The Board has determined that Mr. Rivers qualifies as an independent director for service on the Board, under the Nasdaq\nlisting standards.\n\n \n\nMr.\nRivers, age 64, brings more than three decades of experience in capital markets, institutional investments, and financial services.\nThroughout his career, he has held senior leadership positions with several leading Wall Street firms, including Bear Stearns, CRT Capital\nGroup, Cantor Fitzgerald, Gabelli & Company, and Imperial Capital. He currently serves as Co-Chair of the Greenwich Economic\nForum. His experience spans institutional equity and fixed income markets, special situations investing and corporate\nfinance, further strengthening the Board’s capital markets and financial expertise. Mr. Rivers received his B.S. in Finance\nfrom Louisiana State University.\n\n \n\nThere\nare no arrangements or understandings between Mr. Rivers and any other persons pursuant to which he was selected to serve as a director.\nHe has no family relationships with any of the Company’s directors or executive officers. There are no transactions in which Mr.\nRivers has a direct or indirect material interest which would require disclosure under Item 404(a) of Regulation S-K.\n\n \n\nIn\nconnection with his appointment to the Board, Mr. Rivers will receive the Company’s standard non-employee director compensation,\nconsisting of (a) an annual cash retainer of $25,000, (b) an Audit Committee annual retainer of $7,500, (c) a Compensation Committee\nannual retainer of $5,000, and (d) standard expense reimbursement rights. The compensation described herein under (a), (b) and (c) will\nbe pro-rated for Mr. Rivers’ partial year of service. The Company also expects to (i) make a grant of stock to Mr. Rivers equal\nto approximately $100,000 at a future date on terms and conditions to be approved by the Board, in accordance with the Company’s\nAmended and Restated 2024 Equity Incentives Plan  and (ii) enter into its standard indemnification agreement with Mr. Rivers, the\nform of which was previously filed as Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31,\n2025, filed with the United States Securities and Exchange Commission on March 25, 2026.\n\n \n\nA\ncopy of the Company’s press release announcing the appointment of Mr. Rivers is attached hereto as Exhibit 99.1 and is incorporated\nherein by reference."}