Hadron Energy (NASDAQ: HDRN) sets cash compensation for key executives

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hadron Energy, Inc. approved initial cash compensation for four senior executives following the closing of its business combination. The Board set a base salary of $400,000 for Chief Executive Officer Samuel Gibson, with a target annual bonus equal to 50% of base salary.

Chief Financial Officer Rahul Shukla will receive a base salary of $350,000 and a target bonus of 40% of salary. Chief Technology Officer Dr. Andrew M. Ward and Chief Operating Officer Ken Canavan will each receive a $300,000 base salary and a 40% target bonus. Bonuses will be paid under an executive incentive plan to be established and are tied to performance goals, with any earned bonus payable within two and one-half months after the end of the applicable calendar year. These figures do not include potential future equity-based awards under the company’s 2026 equity incentive plan.

8-K Event Classification

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

1 item

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.

Key Figures

CEO base salary: $400,000 CEO target bonus: 50% of base salary CFO base salary: $350,000 +4 more

7 metrics

CEO base salary $400,000 Samuel Gibson, Chief Executive Officer

CEO target bonus 50% of base salary Annual Bonus target

CFO base salary $350,000 Rahul Shukla, Chief Financial Officer

CFO/CTO/COO target bonus 40% of base salary Annual Bonus targets for CFO, CTO, COO

CTO base salary $300,000 Dr. Andrew M. Ward, Chief Technology Officer

COO base salary $300,000 Ken Canavan, Chief Operating Officer

Bonus payment timing Within 2.5 months After close of applicable calendar year

Key Terms

emerging growth company, Annual Bonus, executive incentive plan, Compensation Committee, +2 more

6 terms

emerging growth company regulatory

"Emerging growth company Officer Compensation On June 3, 2026, the Board"

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.

Annual Bonus financial

"Each executive officer shall have the opportunity to earn an annual bonus (“Annual Bonus”)"

executive incentive plan financial

"under an executive incentive plan that is still to be established by the Board"

Compensation Committee financial

"the Compensation Committee of the Board (the “Compensation Committee”)"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

equity-based compensation awards financial

"does not include any equity-based compensation awards that may be granted"

2026 equity incentive plan financial

"under the Company’s 2026 equity incentive plan"

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Understanding 8-K Material Events →

06/05/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

UNDER

THE SECURITIES ACT OF 1933

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 3, 2026

Hadron Energy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-42262

33-4336458

(State or other jurisdiction of

incorporation or organization)

(Commission
File Number)

(IRS Employer

Identification No.)

3 Twin Dolphin Drive, Ste 260

Redwood City, CA 94065

(Address of principal executive offices, including zip code)

(650) 276-7040

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2 below):

☐	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, par value $0.0001 per share	HDRN	The Nasdaq Stock Market LLC
Redeemable warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share	HDRNW	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 Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Officer Compensation

On June 3, 2026, the Board of Directors (the “Board”) of Hadron Energy, Inc., a Delaware corporation (the “Company”) approved the base salaries and target bonuses (together, the “Compensation”) of the following executive officers of the Company. The Compensation was approved following the closing of the Company’s business combination and reflects the initial compensation arrangements for these executive officers in their respective roles following such closing. Each executive officer shall have the opportunity to earn an annual bonus (“Annual Bonus”) under an executive incentive plan that is still to be established by the Board and which will be applicable to executives of the Company generally, with the actual amount of each Annual Bonus being determined by the Board or its designated committee, the Compensation Committee of the Board (the “Compensation Committee”), based on the achievement of performance goals and target objectives to be established by the Board or the Compensation Committee, in its discretion, and for which the target of the Annual Bonus is set forth as a percentage of the annual base salary during the specific calendar year. Any Annual Bonus payable to an executive officer will be payable not later than two and one-half months following the close of the calendar year to which it pertains. The approved Compensation is as follows:


Name:	Base Salary:		Target Bonus (percent of Base Salary):
Samuel Gibson, Chief Executive Officer	$	400,000	50%
Rahul Shukla, Chief Financial Officer	$	350,000	40%
Dr. Andrew M. Ward, Chief Technology Officer	$	300,000	40%
Ken Canavan, Chief Operating Officer	$	300,000	40%

The Compensation reflected above does not include any equity-based compensation awards that may be granted to officers in the future under the Company’s 2026 equity incentive plan.

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.


	Hadron Energy, Inc.

Dated: June 5, 2026

	By:	/s/ Samuel Gibson
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation did Hadron Energy (HDRN) approve in this 8-K?

Hadron Energy approved base salaries and target cash bonuses for four executives. The CEO’s salary is $400,000, the CFO’s $350,000, and the CTO and COO each receive $300,000, with target bonuses set as percentages of these base amounts.

How much is Hadron Energy’s CEO Samuel Gibson paid under the new arrangement?

Samuel Gibson’s approved base salary is $400,000 with a target annual bonus of 50% of salary. The actual bonus will depend on performance goals under a future executive incentive plan established by the Board or its Compensation Committee.

What are the target bonus percentages for Hadron Energy’s key executives?

The CEO’s target bonus is 50% of base salary, while the CFO, CTO and COO each have target bonuses of 40%. These bonuses will be determined based on performance objectives set by the Board or its Compensation Committee each calendar year.

Does this Hadron Energy 8-K include equity-based compensation for executives?

The filing states that the compensation figures do not include any equity-based awards. Such awards may be granted later under Hadron Energy’s 2026 equity incentive plan, which would be separate from the currently approved salaries and cash bonus opportunities.

When will Hadron Energy executives receive any earned annual bonuses?

Any Annual Bonus payable to an executive officer will be paid no later than two and one-half months after the end of the calendar year it relates to. Payment timing is linked to the year for which performance is evaluated.

Filing Exhibits & Attachments

4 documents