Guardforce AI (GRDAF) details CEO pay, severance in new deal contract

Rhea-AI Filing Summary

Guardforce AI Co., Limited entered into a new consulting agreement with Chief Executive Officer Lei (Olivia) Wang, formalizing the terms of her renewed engagement effective September 1, 2025. The agreement runs until either party terminates it with 60 days’ written notice, or immediately by the company for cause, and was approved by the board, audit committee, and compensation committee.

As CEO, Ms. Wang oversees daily operations, strategy, M&A and investments, performance targets, risk controls, and supervision of senior officers. She will receive an annual cash fee of US$650,000 paid in thirteen monthly installments, annual restricted share awards, a US$10,000 monthly housing and relocation allowance, international family medical insurance up to US$60,000 per year (or cash in lieu), and children’s education allowance up to US$105,000 per year.

If terminated without cause or due to disability, Ms. Wang is entitled to a lump-sum severance equal to five years of her annual cash fee and target bonus, accelerated vesting of unvested equity (full or pro rata at the board’s discretion), continued relocation, medical, and education allowances for five years, and any accrued but unpaid bonuses. She is also bound by confidentiality, non-compete, and non-solicit covenants, with company ownership of related intellectual property, company indemnification, and tax gross-up payments other than for her personal income taxes.

Insights

Corporate governance and compensation analyst

Guardforce AI formalizes CEO role with a rich, long-tail severance package.

The agreement codifies Lei Wang’s responsibilities over operations, strategy, M&A, and risk, while setting a sizeable pay structure. Fixed compensation includes an annual cash fee of US$650,000, plus substantial non-cash allowances for housing, relocation, medical coverage up to US$60,000 per year, and children’s education up to US$105,000 per year, alongside annual restricted share awards.

Severance terms are notably protective for the CEO. If she is terminated without cause or due to disability, she receives a lump-sum equal to five years of her annual cash fee and target bonus, potential immediate vesting of all unvested equity at the board’s discretion, and continuation of key allowances for five years. These provisions, together with non-compete and non-solicit covenants, indicate a strong commitment to leadership stability, but they also create a meaningful long-term financial obligation that investors may weigh when assessing future leadership changes.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of, September 2025

Commission File Number 001-40848

GUARDFORCE AI CO., LIMITED

(Translation of registrant’s name into English)

10 Anson Road, #28-01 International Plaza

Singapore 079903

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

Entry into a Material Definitive Agreement

On September 15, 2025, Guardforce AI Co., Limited (the “Company”) entered into a consulting agreement (the “Agreement”) with Ms. Lei Wang (also known as Olivia Wang), pursuant to which the Agreement governs the terms of Ms. Wang’s service as Chief Executive Officer of the Company. Ms. Wang’s engagement is deemed to have renewed on September 1, 2025, and will continue until terminated by either party with 60 days’ written notice, or immediately by the Company for cause.

The Agreement was approved by the Company’s Board of Directors (the “Board”), Audit Committee and Compensation Committee on September 15, 2025.

As the Chief Executive Officer, Ms. Wang is responsible for overseeing day-to-day operations and strategy, leading M&A and investments, setting performance targets, managing risk controls, and supervising senior officers. Pursuant to the Agreement, Ms. Wang will receive an annual cash fee of US$650,000 (payable in thirteen monthly installments), annual restricted share awards, a housing and family relocation allowance of US$10,000 per month, international family medical insurance (up to US$60,000 per year, or a cash allowance in lieu thereof), children’s education allowance (up to US$105,000 per year), and other benefits. Reasonable business expenses will be reimbursed in accordance with Company policy.

If terminated without cause or due to disability, Ms. Wang will be entitled to (i) a lump-sum severance payment equal to five years of her annual cash fee and target bonus, (ii) immediate vesting of any unvested equity awards (full or pro rata, at the Board’s discretion), (iii) continued payment of relocation, medical, and education allowances for five years, and (iv) any accrued but unpaid bonuses.

Ms. Wang is subject to confidentiality, non-competition, and non-solicitation covenants during and after her engagement. All intellectual property developed in connection with her services will be owned by the Company. The Company will indemnify Ms. Wang to the fullest extent permitted by law and provide gross-up payments to cover any taxes other than her personal income taxes.

A copy of the Agreement is attached as Exhibit 10.1 to this Report on Form 6-K.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Report on Form 6-K and is incorporated herein by reference.

This report on Form 6-K is incorporated by reference into (i) the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-261881) declared effective by the Securities and Exchange Commission (the “Commission”) on January 5, 2022; (ii) the prospectus dated February 9, 2022 contained in the Company’s registration statement on Form F-3 (SEC File No. 333-262441) declared effective by the Commission on February 9, 2022; (iii) the prospectus contained in the Company’s Post-Effective Amendment No. 1 to Form F-1 on Form F-3 (SEC File No. 333-258054) declared effective by the Commission on June 14, 2022; and (iv) the prospectus contained in the Company’s registration statement on Form F-3 (SEC File No. 333-284261) declared effective by the Securities and Exchange Commission (the “Commission”) on January 24, 2025.

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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, thereunto duly authorized.

Date: September 23, 2025	Guardforce AI Co., Limited
	By:	/s/ Lei Wang
		Lei Wang
		Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number		Description
	10.1			Consulting Agreement dated September 15, 2025 between Guardforce AI Co., Limited and Lei Wang

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FAQ

What did Guardforce AI (GRDAF) disclose in this Form 6-K?

Guardforce AI disclosed a new consulting agreement with Chief Executive Officer Lei (Olivia) Wang, setting her responsibilities, compensation, severance protections, and related covenants. The agreement was approved by the board, audit committee, and compensation committee.

How is Guardforce AI CEO Lei Wang compensated under the new agreement?

Lei Wang receives an annual cash fee of US$650,000 paid in thirteen monthly installments, annual restricted share awards, a US$10,000 per month housing and relocation allowance, international family medical insurance up to US$60,000 per year (or a cash allowance), and children’s education allowance up to US$105,000 per year, plus reimbursement of reasonable business expenses.

What severance benefits does Lei Wang receive if terminated from Guardforce AI?

If terminated without cause or due to disability, Lei Wang is entitled to a lump-sum severance equal to five years of her annual cash fee and target bonus, possible immediate vesting of unvested equity awards at the board’s discretion, continued relocation, medical, and education allowances for five years, and payment of any accrued but unpaid bonuses.

What are Lei Wang’s main responsibilities as Guardforce AI’s CEO under this agreement?

As CEO, Lei Wang is responsible for day-to-day operations and strategy, leading M&A and investments, setting performance targets, managing risk controls, and supervising senior officers of Guardforce AI.

Does the Guardforce AI CEO agreement include non-compete and confidentiality clauses?

Yes. Lei Wang is subject to confidentiality, non-competition, and non-solicitation covenants during and after her engagement. All intellectual property developed in connection with her services is owned by Guardforce AI, and the company agrees to indemnify her to the fullest extent permitted by law and provide certain tax gross-up payments (excluding her personal income taxes).

How long does Lei Wang’s consulting agreement with Guardforce AI remain in effect?

Her engagement is deemed renewed on September 1, 2025 and continues until terminated by either party with 60 days’ written notice, or immediately by the company for cause, under the terms of the consulting agreement.