Applied Digital Corp. Reports Board Changes and Compensation Updates
Ticker: APLD · Form: 8-K · Filed: Oct 15, 2024 · CIK: 1144879
Sentiment: neutral
Topics: board-changes, executive-compensation, governance
TL;DR
Applied Digital Corp. shook up its board and executive pay structure on Oct 8.
AI Summary
Applied Digital Corporation announced on October 8, 2024, a change in its board of directors and executive compensation arrangements. The filing details the departure of certain officers and directors, the election of new directors, and updates to compensatory plans.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in board and executive compensation can indicate internal shifts or strategic realignments that may carry inherent risks.
Key Players & Entities
- Applied Digital Corp. (company) — Registrant
- October 8, 2024 (date) — Earliest event reported
- Nevada (jurisdiction) — State of incorporation
FAQ
What specific roles have seen departures or appointments?
The filing indicates the departure of certain officers and directors and the election of new directors, though specific names and roles are not detailed in the provided excerpt.
What is the exact date of the earliest event reported?
The earliest event reported is dated October 8, 2024.
What is the state of incorporation for Applied Digital Corporation?
Applied Digital Corporation is incorporated in Nevada.
What is the company's SIC code?
The Standard Industrial Classification (SIC) code for Applied Digital Corp. is 7374, which falls under SERVICES-COMPUTER PROCESSING & DATA PREPARATION.
Has the company changed its name previously?
Yes, Applied Digital Corp. was formerly known as Applied Blockchain, Inc. (name change effective April 23, 2021), Applied Science Products, Inc. (name change effective January 18, 2011), and FLIGHT SAFETY TECHNOLOGIES INC (name change effective September 26, 2002).
Filing Stats: 1,906 words · 8 min read · ~6 pages · Grade level 13.1 · Accepted 2024-10-15 17:28:36
Key Financial Figures
- $475,000 — led to receive an annual base salary of $475,000 per annum, subject to review from time
- $750,000 — led to receive an annual base salary of $750,000 per annum, with retroactive effect to J
Filing Documents
- form8-k.htm (8-K) — 55KB
- ex10-1.htm (EX-10.1) — 251KB
- ex10-2.htm (EX-10.2) — 11KB
- ex10-3.htm (EX-10.3) — 201KB
- 0001493152-24-041176.txt ( ) — 784KB
- apld-20241008.xsd (EX-101.SCH) — 3KB
- apld-20241008_lab.xml (EX-101.LAB) — 33KB
- apld-20241008_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 4KB
From the Filing
UNITED SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 8, 2024 (Date of earliest event reported) APPLIED DIGITAL CORPORATION (Exact name of registrant as specified in its charter) Nevada 001-31968 95-4863690 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 3811 Turtle Creek Boulevard, Suite 2100, Dallas, Texas 75219 (Address of principal executive offices) (Zip Code) 214 - 427-1704 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock APLD Nasdaq Global Select Market Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers Management Updates On October 8, 2024, the Board of Directors (the "Board") of Applied Digital Corporation, a Nevada corporation (the "Company"), approved a change in management, as previously announced on October 9, 2024. Effective October 15, 2024, David Rench, the Company's current Chief Financial Officer since March 2021, is transitioning from his role as Chief Financial Officer to Chief Administrative Officer of the Company. Also effective October 15, 2024, Saidal Mohmand, the Company's current Executive Vice President of Finance, will succeed Mr. Rench as the Company's Chief Financial Officer. Mr. Mohmand's appointment as Chief Financial Officer was contingent on satisfactory completion of independence and conflict checks, which were satisfactorily completed on October 15, 2024. Mr. Mohmand, age 34, has served as the Company's Executive Vice President of Finance since September 2021, where he led the Company's financial strategy and capital market initiatives. In addition to Mr. Mohmand's role as Chief Financial Officer of the Company, since July 2020 he has served as the Director of Research at 272 Capital LP ("272 Capital"), an investment advisory firm (founded by Wes Cummins, the Company's Chairman and Chief Executive Officer) specializing in technology hardware, software, and service companies. Following the acquisition of 272 Capital by B. Riley Financial (Nasdaq: RILY) in August 2021, Mr. Mohmand served as Director of Research at B. Riley Asset Management from August 2021 to February 2024. Prior to such positions, Mr. Mohmand served as Director of Research at GrizzlyRock Capital, a value-oriented long/short fund based in Chicago, from December 2013 to June 2020. Mr. Mohmand earned his B.B.A. in Finance and Accountancy from Western Michigan University. In connection with the transition of Mr. Mohmand's role to Chief Financial Officer, the Company and Mr. Mohmand entered into an Offer Letter, dated October 11, 2024, as well as a Non-Disclosure, Invention Assignment and Restrictive Covenants Agreement, attached as Exhibit A to the Offer Letter (together, the "Mohmand Offer Letter"). Pursuant to the terms of the Mohmand Offer Letter, Mr. Mohmand will serve as the Chief Financial Officer of the Company and is entitled to receive an annual base salary of $475,000 per annum, subject to review from time to time by the Company, and is also eligible for an annual performance bonus with a target amount of 75% of his annual base salary. Mr. Mohmand is also eligible for grants of equity awards, including an award of 490,000 restricted stock units that are expected to be subject to time-based vesting conditions, as set forth in the Mohmand Offer Letter, and an additional 490,000 performance stock units that are expected to be subject to time- and performance-based vesting conditions, as