Acorn Energy (NASDAQ: ACFN) boosts CEO, CFO pay with new options

Rhea-AI Filing Summary

Acorn Energy updated compensation arrangements for its top executives and non-employee directors. On January 19, 2026, the company entered into a new consulting agreement with President and CEO Jan H. Loeb, who serves as a consultant rather than an employee. He will receive annualized cash compensation of $207,400 for his CEO role plus $10,300 per month while he is Acting CEO of OmniMetrix, and was granted options to buy 25,000 shares at $19.02 per share, vesting over quarterly periods through 2026.

The company also amended and restated its consulting agreement with Tracy Clifford Consulting, LLC for CFO and OmniMetrix COO services, with Ms. Clifford receiving annualized cash compensation of $222,789, severance of six months’ pay if terminated without cause, and an initial grant of 25,000 options at $19.02 plus recurring annual grants of 25,000 options, all vesting over time. Both Mr. Loeb and Ms. Clifford received a one-time cash bonus equal to 5% of their 2025 gross cash compensation for a successful technology partnership. Non-employee directors will now receive annual grants of 3,125 options each year, vesting quarterly, with 2026 grants priced at $19.02 per share.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) January 19, 2026

ACORN ENERGY, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware		001-33886		22-2786081
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		file Number)		Identification No.)

1000 N West St., Suite 1200, Wilmington, Delaware		19801
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (770) 209-0012

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-2 under the Exchange Act (17 CFR 240.14a-2)
☐	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))

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, $0.01 par value per share		ACFN		The Nasdaq Stock Market LLC

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

1. (a) On January 19, 2026, the Registrant entered into a new consulting agreement (the “Loeb Consulting Agreement”) between Jan H. Loeb and the Registrant extending its arrangements for compensation of Mr. Loeb for his services as President and CEO of the Registrant and as principal executive officer of the Registrant’s OmniMetrix subsidiary in the capacity of Acting CEO. In such capacities, Mr. Loeb acts as a consultant to, and not an employee of, the Registrant. Pursuant to the Loeb Consulting Agreement, Mr. Loeb will receive annualized cash compensation of $207,400 for service as President and CEO of the Registrant, and an additional $10,300 per month for so long as he serves as Acting CEO of OmniMetrix. Mr. Loeb also received a grant of options on January 19, 2026 to purchase 25,000 shares of the Registrant’s common stock, which shall be exercisable at an exercise price equal to the January 16, 2026, closing price of the common stock of $19.02 per share. One-twelfth of the options are immediately vested and exercisable; the remaining options will vest and become exercisable in eleven equal quarterly increments beginning on April 1, 2026, unless such vesting is accelerated in connection with a change of control of the Registrant. The exercise period and other terms are otherwise substantially the same as the terms of the options granted by the Registrant to its outside directors. The Loeb Consulting Agreement expires on December 31, 2026, unless terminated early as provided therein.

(b) On January 19, 2026, the Registrant awarded a one-time cash bonus to Mr. Loeb in an amount equivalent to 5% of his 2025 gross cash compensation, in recognition of the successful establishment of the previously-announced technology partnership between the Registrant’s OmniMetrix subsidiary and AIO Systems, Ltd.

2. (a) On January 19, 2026, the Registrant entered into an Amended and Restated Consulting Agreement with Tracy Clifford Consulting, LLC, for the provision of Tracy Clifford’s services to the Registrant as both CFO of the Registrant and COO of the Registrant’s OmniMetrix, LLC subsidiary (the “Clifford Consulting Agreement”). In such capacity, Ms. Clifford acts as a consultant to, and not an employee of, the Registrant. The Clifford Consulting Agreement amends, restates and replaces in its entirety the Amended and Restated Consulting Agreement dated January 2, 2024 by and between the Registrant and Tracy Clifford Consulting, LLC. The Clifford Consulting Agreement has an effective date of January 1, 2026, has a one-year term, and automatically renews for an additional year upon the expiration of each one-year term unless earlier terminated as provided therein. Pursuant to the Clifford Consulting Agreement, Ms. Clifford receives annualized cash compensation of $222,789. In the event of termination by the Registrant other than for cause, Ms. Clifford shall be entitled to a continuation, for a period of six months following the date of such termination by the Registrant, of the monthly cash compensation in effect at the time of such termination by the Registrant. Pursuant to the terms of the Clifford Consulting Agreement, Ms. Clifford also received a grant of options on January 19, 2026, to purchase 25,000 shares of the Registrant’s common stock, which shall be exercisable at an exercise price equal to the January 16, 2026, closing price of the common stock of $19.02 per share. One-twelfth of the options are immediately vested and exercisable; the remaining options will vest and become exercisable in eleven equal quarterly increments beginning on April 1, 2026, unless such vesting is accelerated in connection with a change of control of the Registrant. On each subsequent anniversary of January 1, 2026, so long as the Clifford Consulting Agreement has not been terminated, the Registrant will grant Ms. Clifford 25,000 stock options exercisable at an exercise price equal to the then-current stock price. One-twelfth of such options will be vested immediately as of the date of the respective grant; the remaining options will vest in eleven equal quarterly increments beginning on April 1 of the year of the respective grant, unless such vesting is accelerated in connection with a change of control of the Registrant. The exercise period and other terms are otherwise substantially the same as the terms of the options granted by the Registrant to its outside directors.

(b) On January 19, 2026, the Registrant awarded a one-time cash bonus to Ms. Clifford in an amount equivalent to 5% of her 2025 gross cash compensation, in recognition of the successful establishment of the previously-announced technology partnership between the Registrant’s OmniMetrix subsidiary and AIO Systems, Ltd.

Item 8.01 Other Events.

On January 19, 2026, the Registrant amended its compensation policy for non-employee Directors. On January 1, each non-employee Director will receive an annual grant of options to purchase 3,125 shares of the Registrant’s common stock, with such options to vest and become exercisable in four quarterly increments beginning on the grant date. The other elements of the Registrant’s compensation policy for non-employee Directors remain unchanged from 2025. The annual option grants to the non-employee Directors for 2026 were awarded on January 19, 2026; such options shall be exercisable at an exercise price equal to the January 16, 2026, closing price of the common stock of $19.02 per share. One-quarter of such options are immediately vested and exercisable, and the remainder shall vest in three equal quarterly increments beginning on April 1, 2026.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

104.1 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 21st day of January, 2026.

	ACORN ENERGY, INC.
	By:	/s/ Tracy S. Clifford
	Name:	Tracy S. Clifford
	Title:	Chief Financial Officer

FAQ

What executive compensation changes did Acorn Energy (ACFN) make in this 8-K?

Acorn Energy approved a new consulting agreement for CEO Jan H. Loeb with annualized cash compensation of $207,400 plus $10,300 per month while he serves as Acting CEO of OmniMetrix, and granted him options to purchase 25,000 shares at $19.02 per share. It also entered into an amended and restated consulting agreement with Tracy Clifford Consulting, LLC, under which Ms. Clifford receives annualized cash compensation of $222,789 and a grant of 25,000 options at $19.02 per share, with additional 25,000-option grants on each anniversary of January 1, 2026 so long as the agreement remains in effect.

How are Jan H. Loeb and Tracy Clifford engaged by Acorn Energy (ACFN)?

Both executives provide services as consultants, not employees. Mr. Loeb serves as President and CEO of Acorn Energy and Acting CEO of OmniMetrix under the Loeb Consulting Agreement. Ms. Clifford provides services as CFO of Acorn Energy and COO of OmniMetrix under the Clifford Consulting Agreement, which amends and restates a prior agreement effective January 1, 2026, has a one-year term, and automatically renews annually unless terminated.

What stock option grants were made to Acorn Energy’s CEO and CFO in this filing?

On January 19, 2026, Acorn Energy granted 25,000 stock options to Jan H. Loeb and 25,000 stock options to Tracy Clifford, each exercisable at $19.02 per share, the closing price on January 16, 2026. For each grant, one-twelfth of the options vested immediately, and the remainder vest in eleven equal quarterly increments beginning on April 1, 2026, with potential acceleration upon a change of control.

Did Acorn Energy (ACFN) award any cash bonuses in connection with the OmniMetrix–AIO Systems partnership?

Yes. On January 19, 2026, Acorn Energy awarded a one-time cash bonus to both Jan H. Loeb and Tracy Clifford in an amount equal to 5% of each executive’s 2025 gross cash compensation. These bonuses were given in recognition of the successful establishment of the previously announced technology partnership between OmniMetrix and AIO Systems, Ltd.

How did Acorn Energy change compensation for non-employee directors?

Effective for 2026, Acorn Energy amended its compensation policy so that on January 1 of each year, each non-employee director receives an annual grant of options to purchase 3,125 shares of common stock. These options vest and become exercisable in four quarterly increments beginning on the grant date. The 2026 grants were awarded on January 19, 2026, with an exercise price of $19.02 per share and one-quarter of each grant vested immediately.

What severance protection does Tracy Clifford have under the new consulting agreement?

Under the Clifford Consulting Agreement, if Acorn Energy terminates the agreement other than for cause, Ms. Clifford is entitled to a continuation of her monthly cash compensation for a period of six months following the date of termination. This severance applies to the monthly compensation in effect at the time of termination.