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AIB Data Centers (NASDAQ: AIB) sets $225k CFO salary and $50k director fees

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AIB Data Centers Inc. approved a new employment agreement for Chief Financial Officer Jolienne Halisky, formalizing her shift from independent contractor to employee on an at-will basis. The agreement provides a $225,000 annual base salary, eligibility for discretionary performance bonuses, equity awards, senior-executive benefits, four weeks’ paid vacation and five sick days.

If terminated without Cause or resigning for Good Reason, she would receive six months of base-salary continuation and COBRA (or Canadian equivalent) premium reimbursement, increasing to 12 months’ salary, continued medical benefits and full equity vesting if such a termination occurs within 12 months after a Change in Control. The agreement includes confidentiality, non-compete and arbitration provisions. The Board also adopted an independent director cash compensation program, paying each non-employee director $50,000 annually in cash, in quarterly installments of $12,500 beginning July 1, 2026.

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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 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
CFO base salary $225,000 per year Annual base salary for Jolienne Halisky as Chief Financial Officer
Standard severance duration 6 months of base salary Salary continuation if terminated without Cause or resigns for Good Reason
Change in Control severance 12 months of base salary Salary continuation if qualifying termination within 12 months after a Change in Control
Independent director annual cash fee $50,000 per year Cash compensation per non-employee independent director under new program
Quarterly director payment $12,500 per quarter Quarterly cash installment paid in arrears to each independent director
Paid vacation 4 weeks per year Annual paid vacation entitlement for the CFO
Paid sick days 5 days per year Annual paid sick days for the CFO
clawback policy regulatory
"compensation payable to Ms. Halisky is subject to the Company’s clawback policy and applicable law"
A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.
Good Reason financial
"if Ms. Halisky resigns for Good Reason (each as defined in the Agreement)"
Change in Control financial
"If such a termination occurs within twelve months following a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
COBRA regulatory
"together with COBRA (or Canadian equivalent) premium reimbursement during the severance period"
COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.
Federal Arbitration Act regulatory
"binding arbitration administered by JAMS in New York, New York, under the Federal Arbitration Act"

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FAQ

What is the new CFO compensation under AIB (AIB)’s employment agreement?

Jolienne Halisky’s annual base salary is $225,000 under the new employment agreement. She is also eligible for a discretionary performance-based bonus, equity awards under the Equity Incentive Plan, and benefits consistent with other senior executives, including four weeks’ vacation and five paid sick days annually.

What severance benefits does AIB (AIB)’s CFO receive if terminated without Cause?

If terminated without Cause or resigning for Good Reason, the CFO receives six months of base-salary continuation. She is also entitled to COBRA (or Canadian equivalent) premium reimbursement during the severance period, subject to signing and not revoking a separation agreement and release of claims.

How does a Change in Control affect AIB (AIB)’s CFO severance terms?

If a qualifying termination occurs within 12 months after a Change in Control, the CFO receives 12 months of base-salary continuation. She also receives continued medical benefits during that period and full accelerated vesting of all outstanding equity awards, subject to standard release conditions.

How much are AIB (AIB) independent directors paid under the new program?

Each non-employee independent director receives $50,000 in annual cash compensation under the new program. Payments are made quarterly in arrears, with installments of $12,500 per quarter, beginning as of July 1, 2026, recognizing their ongoing service on the Board of Directors.

What restrictive covenants apply to AIB (AIB)’s CFO in the new agreement?

The CFO is subject to confidentiality, non-disparagement, intellectual property assignment, and non-solicitation/non-competition covenants. These restrictions apply during her employment and for six months following termination, aiming to protect company information, relationships and competitive interests after her departure.

How are disputes under AIB (AIB)’s CFO employment agreement resolved?

Most disputes are subject to binding arbitration administered by JAMS in New York, New York. The agreement is governed by New York law and the arbitration is conducted under the Federal Arbitration Act, with certain exceptions such as claims for injunctive relief on restrictive covenant breaches.
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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): July 22, 2026

 

AIB DATA CENTERS INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-43194   39-2631241
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

1540 Broadway, Ste 1010, New York, New York   10036
(Address of principal executive offices)   (Zip Code)

 

(646) 493-2993
(Registrant’s telephone number, including area code)
 
 
(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:

 

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))

 

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, $0.0001 par value per share   AIB   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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.

 

Employment Agreement with Ms. Halisky

 

On July 22, 2026, the Board of Directors (the “Board”) of AIB Data Centers Inc. (the “Company”) approved the Employment Agreement (the “Employment Agreement”) with Jolienne Halisky, the Company’s Chief Financial Officer. The Employment Agreement replaces and supersedes Ms. Halisky’s prior independent contractor agreement with the Company which was previously filed with the SEC as Exhibit 10.33 to the Company’s Form S-1 registration statement, filed with the SEC on June 2, 2026.. Ms. Halisky’s role and title as Chief Financial Officer of the Company remain unchanged; the Employment Agreement formalizes her transition from an independent contractor to an employee of the Company.

 

The material terms of the Employment Agreement, as approved by the Board, are summarized below:

 

Ms. Halisky reports directly to the Chief Executive Officer of the Company and is employed on an at-will basis. Ms. Halisky will receive an annual base salary of $225,000, payable in accordance with the Company’s normal payroll practices, and is eligible for an annual discretionary, performance-based bonus, subject to her continued employment with the Company through the date of payment. Ms. Halisky is also eligible to participate in the Company’s Equity Incentive Plan, subject to the terms of the plan and any applicable award agreement, and is entitled to participate in the Company’s employee benefit programs on a basis no less favorable than other senior executives, including four weeks of paid vacation and five paid sick days annually. Incentive-based and other compensation payable to Ms. Halisky is subject to the Company’s clawback policy and applicable law, including Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Section 10D of the Securities Exchange Act of 1934.

 

If the Company terminates Ms. Halisky’s employment without Cause or if Ms. Halisky resigns for Good Reason (each as defined in the Agreement), she is entitled to accrued obligations and severance equal to six months’ base salary payable as salary continuation, together with COBRA (or Canadian equivalent) premium reimbursement during the severance period, in each case conditioned upon her execution and non-revocation of a separation agreement and general release of claims. If such a termination occurs within twelve months following a Change in Control (as defined in the Agreement), Ms. Halisky is instead entitled to twelve months’ base salary continuation, continued medical benefits during that period, and full accelerated vesting of all outstanding equity awards. The Agreement also contains confidentiality, non-disparagement, intellectual property assignment, and non-solicitation/non-competition covenants applicable during employment and for six months following termination, and is governed by the laws of the State of New York, with disputes (other than claims for injunctive relief for restrictive covenant breaches and certain excluded claims) subject to binding arbitration administered by JAMS in New York, New York, under the Federal Arbitration Act.

 

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Independent Director Compensation Program

 

On August 5, 2026, the Board approved and established an annual cash compensation program for the Company’s non-employee independent directors (the “Independent Director Cash Compensation Program”) in recognition of their service on the Board.

 

Under the Independent Director Cash Compensation Program, each independent director will receive annual cash compensation of $50,000, payable quarterly in arrears in installments of $12,500 per quarter, with each quarterly payment made at the end of each calendar quarter, commencing as of July 1, 2026.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1    Employment Agreement, dated as of July 1, 2026, between AIB Data Centers Inc. and Jolienne Halisky.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

Date: August 5, 2026 AIB DATA CENTERS INC.
   
  /s/ Jerry Tang
  Name: Jerry Tang
  Title: Chief Executive Officer and President

 

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Filing Exhibits & Attachments

4 documents