ClearSign Technologies (CLIR) names ex-ExxonMobil technology executive Larry Saddler to board
Rhea-AI Filing Summary
ClearSign Technologies Corporation appointed Larry M. Saddler, age 76, to its Board of Directors effective August 6, 2026, filling a previously vacant fifth directorship that remained open after the June 8, 2026 annual meeting. Saddler brings nearly 40 years of engineering, technology and operations leadership experience from ExxonMobil, including senior roles overseeing ultra-low NOx burner technologies and global fired equipment performance.
Under an offer letter consistent with ClearSign’s non-executive director compensation policy, Saddler will receive $60,000 in annual cash compensation, payable quarterly and optionally convertible into restricted stock units, plus $40,000 annually in non-statutory stock options granted quarterly, all under the Amended and Restated 2021 Equity Incentive Plan. He is also eligible for cash "Make-Whole Payments" tied to forfeited RSUs from his prior employer, subject to continued board service through each scheduled vesting date. He entered into ClearSign’s standard indemnification agreement, and the company stated there are no family relationships or related-party transactions requiring disclosure.
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8-K Event Classification
Key Figures
Key Terms
restricted stock units financial
non-statutory stock option financial
Make-Whole Payments financial
Amended and Restated 2021 Equity Incentive Plan financial
indemnification agreement regulatory
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2026 annual meeting of stockholders of ClearSign Technologies Corporation (the “Company”) held on June 8, 2026 (the “Annual Meeting”), the Company’s board of directors (the “Board”) consisted of five directorships, and four directors stood for re-election at the Annual Meeting, with one directorship remaining vacant. Subsequent to the Annual Meeting, upon recommendation of the nominating and corporate governance committee of the Board (the “Governance Committee”), the Board appointed Larry M. Saddler to serve as a director, effective as of August 6, 2026 (the “Effective Date”), to fill such vacancy on the Board.
Mr. Saddler, age 76, brings over 40 years of engineering, technology, and operations leadership experience in the energy and industrial sectors, gained exclusively in various roles at ExxonMobil Holdings Corporation (NYSE: XOM) (formerly known as “Exxon Mobil Corporation”) (“ExxonMobil”). Mr. Saddler served as Global Technology Sponsor for Heat Transfer at ExxonMobil from February 2013 until his retirement in February 2021, where he was responsible for, among other things, the functional testing, application, startup and support of ultra-low NOx projects and new technologies in the fired and unfired heat transfer fields, as well as the oversight of global fleet management of the safety, environmental, reliability and margin performance of ExxonMobil’s fired equipment asset class. Prior to that role, Mr. Saddler served as Fired Equipment Lead at ExxonMobil from July 2008 to February 2013, where he provided regional support across the Americas for plant operations, turnarounds, technology applications, capital projects and mentoring less experienced engineers. Further, from July 1999 to July 2008, Mr. Saddler served as a Fired Equipment Engineer at ExxonMobil, focusing on the development, testing and technical readiness of new ultra-low NOx burner technologies in support of a large capital project spanning dozens of pieces of fired equipment. Prior to such roles, Mr. Saddler served in other engineering roles at ExxonMobil, from July 1981 to July 1999. Mr. Saddler received a Bachelor of Science in Mechanical Engineering from Clemson University.
In connection with his appointment to the Board, Mr. Saddler received an offer letter from the Company, effective as of the Effective Date (the “Offer Letter”), setting forth the terms of Mr. Saddler’s services as a director and his compensation arrangement, which he accepted on such date. Pursuant to the Offer Letter and in accordance with the Company’s non-executive director compensation policy (the “Director Compensation Policy”), Mr. Saddler will receive (i) cash compensation of $60,000 annually, payable in quarterly installments in arrears on the last day of the fiscal quarter in which the service occurred, with the amount for the first quarter of service prorated based on Mr. Saddler’s start date, provided that Mr. Saddler may elect to receive all or a portion of such cash compensation in the form of restricted stock units (“RSUs”) with the fair market value based on the closing price of the Company’s common stock on the date of grant; and (ii) non-statutory stock option grants with an aggregate fair market value of $40,000 annually, issued in quarterly installments in arrears on the last day of each fiscal quarter in which the service occurred, with the amount for the first quarter of service prorated based on Mr. Saddler’s start date. Any RSUs and stock options granted under the Director Compensation Policy and in accordance with the Offer Letter will be issued under the Company’s Amended and Restated 2021 Equity Incentive Plan. In addition, pursuant to the Offer Letter, Mr. Saddler is entitled to supplemental director compensation with respect to certain outstanding, unvested RSUs of his prior employer held by Mr. Saddler that were received as part of his prior employment’s compensation (the “Covered RSUs”), pursuant to which, to the extent applicable, the Company has agreed to make future cash payments to Mr. Saddler equal to the value of any Covered RSUs that are forfeited or cancelled in connection with his appointment to or service on the Board (the “Make-Whole Payments”), subject to Mr. Saddler’s continued service as a director through the applicable scheduled vesting date of each such Covered RSU (each, a “Scheduled Vesting Date”), except in the case of his earlier death or disability. The Make-Whole Payments will be payable no later than 30 days after each Scheduled Vesting Date, and in all events by March 15 of the calendar year following the year in which a Scheduled Vesting Date occurs, if any.
The foregoing description of the Offer Letter does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Offer Letter, which is included as Exhibit 10.1 to this Current Report on Form 8-K.
In connection with his appointment to the Board, Mr. Saddler also entered into the Company’s standard form of indemnification agreement, the form of which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023.
There are no other arrangements or understandings between Mr. Saddler and any other person pursuant to which he was selected as a director. There are no family relationships between Mr. Saddler and any of the Company’s officers and directors, and there is no transaction between the Company and Mr. Saddler that is required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On August 11, 2026, the Company issued a press release announcing Mr. Saddler’s appointment to the Board, as described in Item 5.02.
A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1+ | Offer Letter, effective as of August 6, 2026, by and between ClearSign Technologies Corporation and Larry M. Saddler. | |
| 10.2*+ | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on August 14, 2023). | |
| 99.1** | Press Release, dated August 11, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Previously filed.
** Furnished herewith.
+ Indicates a management contract or compensatory plan, contract or arrangement.
SIGNATURE
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.
Dated: August 11, 2026
| CLEARSIGN TECHNOLOGIES CORPORATION | ||
| By: | /s/ Colin James Deller | |
| Name: | Colin James Deller | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
ClearSign Board of Directors Appoints Former ExxonMobil Global Technology Leader Larry Saddler
TULSA, Okla., August 11, 2026 – ClearSign Technologies Corporation (Nasdaq: CLIR) (“ClearSign” or the “Company”), a leader in advanced combustion and sensing technologies that help industrial operators dramatically reduce emissions, increase efficiency and support the use of cleaner fuels including hydrogen, today announces that industry veteran Larry Saddler has been appointed to fill the vacant directorship on the Company’s Board of Directors (the “Board”).
“We are very excited to have Larry join the Board,” said Jim Deller, Ph.D., Chief Executive Officer of ClearSign. “I have known Larry for many years. He has extensive knowledge, experience and relationships that he has developed during an eminent career of technical leadership in the refining industry, and I believe he will be a valuable addition to our Board.”
“I have followed the evolution of ClearSign’s technology for many years and have been consistently impressed by its ingenuity and the value it offers,” said Larry Saddler. “As a member of the Board, I look forward to leveraging my experience, industry expertise, and professional relationships to help the ongoing promotion and adoption of ClearSign’s technology and to contribute to the Company's strategic growth and creation of long-term stockholder value.”
Mr. Saddler is a retired ExxonMobil executive that has nearly 40 years of experience in heat transfer technology, fired equipment engineering, and global operations support. Throughout a distinguished career, he served in progressively senior technical leadership roles at ExxonMobil, including as Global Technology Sponsor for Heat Transfer, where he was responsible for, among other things, the oversight of the global fleet management of fired equipment’s technology, safety, environmental, reliability and margin performance.
Mr. Saddler also played a key role in advancing next-generation Ultra Low-NOx burner technology, overseeing its development, testing, startup, and implementation across major capital projects. His expertise spans technology application, commissioning, plant operations support, turnaround planning, and engineering integration across global refining and petrochemical facilities.
Widely respected throughout the industry, Mr. Saddler built strong partnerships with equipment owners, engineering service providers, and technology organizations worldwide. In addition to providing technical leadership across the Americas, he mentored and developed the next generation of engineers while helping drive innovation in heat transfer systems and emissions reduction technologies.
Mr. Saddler, a graduate of Clemson University with a Bachelor of Science in Mechanical Engineering, dedicated his entire professional career to ExxonMobil, serving in engineering and leadership positions across the United States, Thailand, and the United Kingdom before retiring in 2021.
About ClearSign Technologies Corporation
ClearSign Technologies Corporation designs and develops products and technologies for the purpose of decarbonization and improving key performance characteristics of industrial and commercial systems, including operational performance, energy efficiency, emission reduction, safety, the use of hydrogen as a fuel and overall cost-effectiveness. Our patented technologies, embedded in established OEM products as ClearSign Core™ and ClearSign Eye™ and other sensing configurations, enhance the performance of combustion systems and fuel safety systems in a broad range of markets, including the energy (upstream oil production and down-stream refining), commercial/industrial boiler, chemical, petrochemical, transport and power industries. For more information, please visit www.clearsign.com.
For further information:
Investor Relations:
Matthew Selinger
Firm IR Group for ClearSign
+1 415-572-8152
mselinger@firmirgroup.com