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Security leader Kathleen Kiernan joins ROC (Nasdaq: ROC) board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rank One Computing Corporation appointed Dr. Kathleen L. Kiernan as an independent member of its Board of Directors, effective June 15, 2026, filling a newly created board seat. She will serve until the next annual meeting of shareholders or until a successor is chosen.

Dr. Kiernan, age 70, brings a three-decade background in federal law enforcement, homeland security, and biometric identity technology, including serving as President of NEC National Security Systems from 2021 to 2025 and as Assistant Director at the U.S. Bureau of Alcohol, Tobacco and Firearms. Following her appointment, the Board consists of eight directors, five of whom are independent.

For her board service, she will receive an annual equity retainer of $50,000 in restricted stock units and an annual cash retainer of $12,500, both prorated from June 15, 2026, and will enter into the company’s standard Director Indemnification Agreement. A press release dated June 16, 2026, providing additional background on her experience and ROC’s Vision AI focus, is included as an exhibit.

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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.
Board size after appointment 8 directors Following June 15, 2026 appointment
Independent directors 5 directors Board composition after Kiernan joins
Director age 70 years Age of Dr. Kathleen L. Kiernan
Annual equity retainer $50,000 RSUs Standard director compensation, prorated from June 15, 2026
Annual cash retainer $12,500 Standard director cash compensation, prorated
NEC National Security Systems tenure 2021–2025 Dr. Kiernan’s service as President
Kiernan Group Holdings leadership Since 2009 Founder and CEO tenure
independent director financial
"appointed Dr. Kathleen L. Kiernan to serve as a member of the Board as an independent director"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Nasdaq Listing Rule 5605(a)(2) regulatory
"The Board has affirmatively determined that Dr. Kiernan qualifies as an “independent director” within the meaning of Nasdaq Listing Rule 5605(a)(2)."
Nasdaq Listing Rule 5605(a)(2) sets the criteria Nasdaq uses to decide whether a company’s board members are independent, listing examples of relationships or ties that would disqualify a director from being considered independent. Investors care because a board with genuinely independent directors acts like an impartial referee overseeing management decisions, reducing conflicts of interest and improving the chance that shareholder interests are protected and corporate decisions are scrutinized effectively.
restricted stock units financial
"provides for an annual equity retainer of $50,000 in the form of restricted stock units"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Director Indemnification Agreement regulatory
"The Company will also enter into its standard form of Director Indemnification Agreement with Dr. Kiernan."
Vision AI technical
"a U.S. leader in Vision AI, building unified biometric, video analytics, and decision intelligence solutions"
Vision AI is software that uses artificial intelligence to teach computers to 'see' and understand images or video—like giving a camera the ability to recognize objects, read labels, detect defects, or spot unusual activity. Investors care because it can automate tasks, cut costs, create new products or services, and open markets (for example in retail, manufacturing, or healthcare), but it also brings data, accuracy, and regulatory risks that can affect returns.
forward-looking statements regulatory
"This Press Release may contain forward-looking statements. These statements are made under the “safe harbor” provisions"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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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): June 15, 2026

 

 

 

RANK ONE COMPUTING CORPORATION

(Exact name of registrant as specified in its charter)

 

Colorado   001-43137   47-3970528
(State or other jurisdiction
of incorporation)		   (Commission File Number)   (IRS Employer
Identification No.)

 

1290 Broadway, Suite 1200,

Denver, Colorado 80203

(Address of principal executive offices, including zip code)

 

(303) 317-6118

(Registrant’s telephone number, including area code)

 

N/A

(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, $0.01 par value
per share		   ROC   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 Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 14, 2026, the Board of Directors (the “Board”) of Rank One Computing Corporation (the “Company”) appointed Dr. Kathleen L. Kiernan to serve as a member of the Board as an independent director. Dr. Kiernan’s appointment fills a newly created director position and is effective June 15, 2026. Dr. Kiernan will serve as a director until the Company’s next annual meeting of shareholders or until her successor is duly elected or appointed and qualified, or until her earlier death, resignation, or removal.

 

The Board has affirmatively determined that Dr. Kiernan qualifies as an “independent director” within the meaning of Nasdaq Listing Rule 5605(a)(2).

 

Dr. Kiernan, age 70, is a nationally recognized expert in biometrics, public safety technology, and national security policy. She previously served as President of NEC National Security Systems from 2021 to 2025 and has served in a transitional advisory role through June 2026. Dr. Kiernan is the founder and Chief Executive Officer of Kiernan Group Holdings, Inc., a women-owned global consulting firm specializing in intelligence, law enforcement, and national security, which she has led since 2009. She previously served as Assistant Director for the Office of Strategic Intelligence and Information at the U.S. Bureau of Alcohol, Tobacco and Firearms. Dr. Kiernan holds a Doctorate in Education (Northern Illinois University), a Master of Science in Strategic Intelligence (National Intelligence College), and a Master of Arts in International Transactions (George Mason University).

 

Dr. Kiernan will be compensated for her Board service in accordance with the Company’s director compensation program, which provides for an annual equity retainer of $50,000 in the form of restricted stock units and an annual cash retainer of $12,500, prorated for the portion of the fiscal year remaining as of June 15, 2026. The Company will also enter into its standard form of Director Indemnification Agreement with Dr. Kiernan.

 

There are no arrangements or understandings between Dr. Kiernan and any other persons pursuant to which Dr. Kiernan was selected as a director. Dr. Kiernan has no family relationship with any director or executive officer of the Company. Dr. Kiernan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

1

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Form of Indemnity Agreement
99.1   Press Release of Rank One Computing Corporation, dated June 16, 2026
104     Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

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.

 

  RANK ONE COMPUTING CORPORATION
   
Date: June 16, 2026 By: /s/ B. Scott Swann                
  Name:  B. Scott Swann
  Title: Chief Executive Officer

 

3

 

Exhibit 99.1

 

ROC Appoints Federal Law Enforcement Veteran Dr. Kathleen Kiernan to Board of Directors

 

Dr. Kiernan’s three-decade career and leadership in federal law enforcement and homeland security, combined with executive level private sector biometrics experience, fortifies ROC for its next stage of growth

 

Denver, CO, June 16, 2026 – Rank One Computing Corporation d/b/a ROC, (Nasdaq: ROC) (“ROC” or the “Company”), a U.S. leader in Vision AI, building unified biometric, video analytics, and decision intelligence solutions, announces the appointment of Dr. Kathleen Kiernan, a preeminent national security leader, to its Board of Directors, effective June 15, 2026. Following the appointment of Dr. Kiernan, the Board will comprise eight directors, five of whom are independent.

 

“Kathleen understands critical mission environments where national security, law enforcement, and public safety converge,” said ROC CEO, B. Scott Swann. “Her experience will help guide ROC as we scale our technologies across agencies operating in some of the world’s most demanding environments. At a time when American-made identity intelligence is increasingly critical to national security, Dr. Kiernan’s guidance will ensure ROC continues to build technology worthy of the missions it supports.”

 

Dr. Kiernan’s multi-disciplinary leadership across critical operations for federal law enforcement, homeland security, and biometric identity technology comes at a pivotal moment for American-made Vision AI and biometrics. As the former President of NEC National Security Systems, she helped federal government customers to address mission-critical challenges through biometric identity, AI, machine learning, and computer vision solutions. Dr. Kiernan previously served as Assistant Director for the Office of Strategic Intelligence and Information at the U.S. Bureau of Alcohol, Tobacco and Firearms (ATF), where she led intelligence-driven strategies across explosives, firearms, illegal tobacco diversion, and terrorism. During her 30-year career in federal law enforcement, she has also been deeply involved with the Intelligence Community and served as the ATF’s representative to the Counterterrorism Center (CTC) at the Central Intelligence Agency. Her leadership and operational experience closely align with ROC’s growth strategy and continued expansion of the ROC Vision AI platform. Dr. Kiernan’s insight into national security and critical incident preparedness is a natural fit as ROC continues to execute its strategic growth objectives.

 

“I spent my career developing, deploying, and overseeing biometric identity, intelligence, and artificial intelligence technologies across the national and public security markets. In today’s high threat global environment, customers increasingly demand trusted solutions as a fundamental requirement for intelligence decision-making and operational effectiveness,” said Dr. Kiernan.

 

“ROC has established its position as the leading American-built Vision AI technology and is poised to make a crucial contribution to the U.S. national security framework. I am eager to contribute insights from my tenure in the government and the biometrics space to support the Company’s growth objectives, broaden awareness of its differentiated biometrics-driven identity and intelligence capabilities, and help create long-term value for shareholders,” concluded Dr. Kiernan.

 

Dr. Kiernan is a recognized expert in strategic thinking, strategy development, and facilitating critical incident management exercises across government and private sector organizations and has pioneered several approaches to complex national-level issues. She served for 12 years as a senior member on the International Association of Chiefs of Police (IACP) Terrorism subcommittee and has presented training on Critical Incident Management and Explosives response protocol on a worldwide basis. She is an active member of the Business Executives for National Security (BENS), a network of business leaders contributing expertise and best practices to assist the national security efforts of the U.S. government. Additionally, Dr. Kiernan serves as an adjunct faculty member of the Johns Hopkins School of Education and the Center for Homeland Defense and Security at the Naval Postgraduate School. To broadly apply her expertise, she instituted Kiernan Group Holdings, a women-owned global consulting firm specializing in intelligence, law enforcement, and national security.

 

 

 

Dr. Kiernan holds a Doctorate in Education from Northern Illinois University (with highest honors) and a M.S. in Strategic Intelligence from the Joint Military Intelligence College in Washington, D.C. She also holds a M.A. in International Transactions from George Mason University.

 

About ROC

 

ROC is a leading U.S. developer and manufacturer of Vision AI, delivering sovereign biometrics, video analytics, and mission intelligence through a unified platform. This enables agency and integrator partners to unlock faster, more accurate, and cost-efficient capabilities. At its core, ROC transforms raw pixels into real-time operational awareness for defense, public safety, and digital commerce. The Company is headquartered in Denver, Colo., with additional hubs in Grand Rapids, Mich., and Morgantown, W.V. For more information, please visit the Company’s website: www.roc.ai.

 

Forward-Looking Statements

 

This Press Release may contain forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” and similar statements. The Company may also make written or oral forward-looking statements in its periodic reports to the SEC, in its annual report to shareholders, in press releases and other written materials, and in oral statements made by its officers, directors, or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: (i) the Company’s goals and strategies and (ii) the Company’s future business development, financial condition, and results of operations. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

 

Media inquiries:

 

Matt Aitken, VP of Marketing

media@roc.ai

 

Investor inquiries:

 

ir@roc.ai

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Rank One Computing (ROC) announce in this 8-K?

Rank One Computing appointed Dr. Kathleen L. Kiernan as an independent director effective June 15, 2026. Her appointment fills a newly created board seat and expands the board to eight members, five of whom are independent.

What is Dr. Kathleen Kiernan’s background relevant to ROC (ROC)?

Dr. Kiernan is a nationally recognized expert in biometrics, public safety technology, and national security. She previously led NEC National Security Systems, held senior roles at ATF, and founded Kiernan Group Holdings, a consulting firm focused on intelligence and law enforcement.

How long will Dr. Kiernan serve on the Rank One Computing (ROC) board?

Dr. Kiernan will serve as a director until ROC’s next annual meeting of shareholders, or until a successor is elected and qualified, or her earlier death, resignation, or removal, consistent with standard board service terms.

How will Rank One Computing (ROC) compensate Dr. Kiernan for board service?

She will receive an annual equity retainer of $50,000 in restricted stock units and an annual cash retainer of $12,500, both prorated from June 15, 2026. She will also enter into ROC’s standard Director Indemnification Agreement.

Is Dr. Kiernan considered independent under Nasdaq rules for ROC (ROC)?

The Board has affirmatively determined that Dr. Kiernan qualifies as an independent director under Nasdaq Listing Rule 5605(a)(2). This supports ROC’s board independence profile, with five of eight directors classified as independent after her appointment.

Filing Exhibits & Attachments

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