BluSky AI adds director, sets $75K stock fees
BluSky AI Inc. reported that its board appointed Theodore P. Botts as a director on May 19, 2026, filling a board vacancy.
Rhea-AI Filing Summary
BluSky AI Inc. reported that its board appointed Theodore P. Botts as a director on May 19, 2026, filling a board vacancy. Mr. Botts brings over 40 years of investment banking and finance experience, including prior roles at Chemical Bank, Goldman Sachs and UBS, and currently leads Kensington Gate Capital.
On the same date, the company entered into Director and Indemnification Agreements with Mr. Botts and existing independent director Whitney Cluff. Each director will receive an annual fee of $75,000, payable quarterly in BluSky AI common stock valued at the closing price of $3.65 per share on the agreement date, and will receive indemnification related to board service.
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8-K Event Classification
3 items: 1.01, 5.02, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
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, or exhibit attachments filed with this report.
Key Figures
Appointment date: May 19, 2026
Annual director fee: $75,000
Stock valuation price: $3.65/share
+1 more
4 metrics
Appointment date
May 19, 2026
Date Theodore P. Botts was appointed to the board
Annual director fee
$75,000
Yearly compensation for each of Theodore Botts and Whitney Cluff
Stock valuation price
$3.65/share
Closing price used to value common stock issued as director fees on May 19, 2026
Experience of new director
Over 40 years
Investment banking and finance experience of Theodore P. Botts
Key Terms
Material Definitive Agreement, Indemnification Agreement, Emerging growth company, Audit Committee
4 terms
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Indemnification Agreement financial
"entered into a Director Agreement and Indemnification Agreement with Mr. Botts"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Audit Committee financial
"he is the chairman of the Audit Committee of Remark Holdings"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board change did BluSky AI (BSAI) disclose in this 8-K?
BluSky AI disclosed that its board appointed Theodore P. Botts as a director on May 19, 2026, filling a vacancy. Botts brings more than 40 years of investment banking and corporate finance experience, including work on privatizations, mergers, acquisitions and capital markets transactions.
Who is Theodore P. Botts, the new BluSky AI (BSAI) director?
Theodore P. Botts is a finance professional with over 40 years’ experience at Chemical Bank, Goldman Sachs and UBS. He now runs Kensington Gate Capital, a merchant and investment bank, and chairs the Audit Committee of Remark Holdings, a public U.S. company offering AI-based solutions.
How will BluSky AI (BSAI) compensate new director Theodore Botts?
BluSky AI will pay Theodore Botts an annual director fee of $75,000, payable quarterly in shares of its common stock. The shares are valued using the closing price of BluSky AI common stock on May 19, 2026, which the company states was $3.65 per share.
What compensation arrangement did BluSky AI (BSAI) make with director Whitney Cluff?
BluSky AI entered into a Director and Indemnification Agreement with Whitney Cluff on May 19, 2026, mirroring Theodore Botts’ terms. Cluff will receive a $75,000 annual fee, paid quarterly in common stock valued at the same $3.65 per share closing price on the agreement date.
What is the purpose of the indemnification agreements at BluSky AI (BSAI)?
The indemnification agreements provide that BluSky AI will indemnify Theodore Botts and Whitney Cluff for losses incurred as a result of their service as directors. This protection is common for public company directors, helping address potential liabilities arising from board decisions and oversight activities.
Are the full BluSky AI (BSAI) director agreements available to investors?
Yes. BluSky AI filed the Director and Indemnification Agreements with Theodore Botts and Whitney Cluff as Exhibits 10.1 and 10.2. The 8-K states the brief descriptions are qualified in their entirety by reference to the full text of these agreements included with the filing.
AI-generated analysis. How Rhea-AI works. Not financial advice.
