ClearSign Appoints New CFO, Offers Stock Incentives

TL;DR

New CFO Collins starts Aug 5, gets $250k salary + stock options/RSUs.

AI Summary

ClearSign Technologies Corporation announced on August 1, 2024, the appointment of Michael J. Collins as Chief Financial Officer, effective August 5, 2024. Collins will receive an annual base salary of $250,000 and will be eligible for a discretionary annual bonus. He will also be granted 150,000 stock options, vesting over three years, and a restricted stock unit award with a target value of $100,000, vesting over two years.

Why It Matters

The appointment of a new CFO with significant stock-based compensation suggests a focus on financial leadership and aligning executive interests with shareholder value.

Risk Assessment

Risk Level: low — The filing primarily concerns a routine executive appointment and compensation details, with no immediate financial distress or significant strategic shifts indicated.

Key Numbers

• $250,000 — CFO Annual Base Salary (Represents the guaranteed cash compensation for the new Chief Financial Officer.)
• 150,000 — Stock Options Granted (Incentive for the CFO, tied to company performance over three years.)
• $100,000 — RSU Target Value (Additional long-term incentive for the CFO, vesting over two years.)

Key Players & Entities

• ClearSign Technologies Corporation (company) — Registrant
• Michael J. Collins (person) — Appointed Chief Financial Officer
• $250,000 (dollar_amount) — Annual base salary for CFO
• August 5, 2024 (date) — Effective date for CFO appointment
• 150,000 stock options (dollar_amount) — Stock options granted to CFO
• $100,000 (dollar_amount) — Target value of RSU award for CFO

FAQ

Key Financial Figures

• $15,000 — (each, a "Grant Date") in an amount of $15,000, payable on each Grant Date during Mr.

Filing Documents

• tm2420801d1_8k.htm (8-K) — 35KB
• tm2420801d1_ex10-1.htm (EX-10.1) — 27KB
• tm2420801d1_ex99-1.htm (EX-99.1) — 6KB
• tm2420801d1_ex99-1img01.jpg (GRAPHIC) — 5KB
• 0001104659-24-086124.txt ( ) — 255KB
• clir-20240801.xsd (EX-101.SCH) — 3KB
• clir-20240801_lab.xml (EX-101.LAB) — 33KB
• clir-20240801_pre.xml (EX-101.PRE) — 22KB
• tm2420801d1_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported by ClearSign Technologies Corporation (the "Company") on a Current Report on Form 8-K, Robert T. Hoffman, Sr., who had served on the Company's board of directors (the "Board") as a designee of clirSPV LLC (the "SPV") pursuant to that certain Voting Agreement, dated July 12, 2018, between the Company and the SPV (the "Voting Agreement"), resigned from the Board on June 16, 2024. As a result of Mr. Hoffman's resignation, and in accordance with the Voting Agreement, the SPV nominated G. Todd Silva as its successor designee for consideration by the Board's nominating and corporate governance committee (the "Governance Committee"). Upon recommendation of the Governance Committee, and effective as of August 1, 2024 (the "Effective Date"), Mr. Silva was appointed to the Board as the SPV's designee to fill the vacancy created by Mr. Hoffman's resignation. Mr. Silva, age 59, brings over 30 years of leadership and finance experience in industries spanning from financial services, technology, health care and others. Mr. Silva has served as the Chief Financial Officer of Radiance Therapeutics, Inc., a development stage medical device company, since April 2023. Prior to this current role, Mr. Silva served as the Chief Financial Officer of Point Pickup Technologies, Inc., a logistics platform service, from June 2021 to March 2023, where he worked to consummate and integrate acquisitions, raise capital through various private transactions and assist with corporate governance tasks for their board of directors. Additionally, from October 2020 to June 2021, Mr. Silva was the founder and director of Silva Partnership & Co., a firm that provided corporate advisory services to early-stage technology businesses. Prior to Silva Partnership & Co., Mr. Silva was the executive director of corporate advisory se

01

Item 7.01 Regulation FD Disclosure. A copy of the Company's press release announcing Mr. Silva's appointment described in Item 5.02 is being furnished as Exhibit 99.1 to this Form 8-K. The information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. (d) Exhibits. Exhibit No. Description 10.1* G. Todd Silva's Offer Letter, effective as of August 1, 2024. 10.2** Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023). 99.1*** Press Release, dated August 6, 2024. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Previously filed. *** Furnished herewith. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: August 6, 2024 CLEARSIGN TECHNOLOGIES CORPORATION By: /s/ Colin James Deller Name: Colin James Deller Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR