Jeffery Harris joins Z Squared (Nasdaq: ZSQR) as CTO amid Paradox Data deal
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Z Squared Inc. appointed Jeffery Harris as Chief Technology Officer, effective June 24, 2026. Harris brings experience leading immersion-cooled, high‑density digital infrastructure and blockchain‑related compute platforms from roles at Paradox Data, Paradox Infrastructure, and Xero Labs, along with a technical background supporting U.S. military aerospace electronics.
His Employment Agreement provides a $225,000 annual base salary and an annual bonus in restricted stock units with a grant‑date fair value equal to three times base salary, or $675,000 as of the effective date, to be granted under the 2025 Incentive Compensation Plan. Subject to Board approval, he is also expected to receive an option to purchase 100,000 shares at fair market value on the effective date, vesting in full if the share price rises 50% above that value.
The company previously signed a binding letter of intent to acquire a majority membership interest in Paradox Data LLC using newly designated Series D Convertible Preferred Stock with an aggregate initial liquidation preference of $5,000,000, with no cash consideration or debt financing. Harris, as founder and Chief Technology Officer of Paradox Data, may be deemed to have a material interest in that proposed transaction, which remains subject to definitive agreements, approvals, and a July 31, 2026 drop‑dead date.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CTO base salary: $225,000 per year
CTO RSU bonus grant value: $675,000 grant-date value
Stock options for CTO: 100,000 shares
+3 more
6 metrics
CTO base salary
$225,000 per year
Annual base salary for Jeffery Harris as CTO
CTO RSU bonus grant value
$675,000 grant-date value
Annual RSU bonus equal to 3× base salary
Stock options for CTO
100,000 shares
Option grant vesting on 50% share price increase from effective date
Paradox Data consideration
$5,000,000 liquidation preference
Aggregate initial liquidation preference of Series D Convertible Preferred Stock for majority interest
Paradox LOI drop-dead date
July 31, 2026
Deadline for closing conditions under binding letter of intent
Employment term end
June 24, 2028
Initial term end date of CTO Executive Employment Agreement
Key Terms
Series D Convertible Preferred Stock, binding letter of intent, restricted stock units, Executive Employment Agreement, +1 more
5 terms
Series D Convertible Preferred Stock financial
"shares of a newly designated series of the Company's preferred stock designated Series D Convertible Preferred Stock having an aggregate initial liquidation preference of $5,000,000"
Series D convertible preferred stock is a class of shares issued in a later-stage funding round that gives holders priority over common shareholders for payouts and often a fixed dividend, while including an option to convert those shares into common stock. It matters to investors because it affects who gets paid first if a company is sold or liquidates and can change ownership stakes and voting power when converted, similar to holding a safer ticket that can be exchanged for regular tickets later.
binding letter of intent regulatory
"the Company entered into a binding letter of intent (the “Paradox LOI”) to acquire a majority membership interest in Paradox Data LLC"
A binding letter of intent is a short written agreement in which parties formally commit to the main terms of a proposed transaction — such as price, timeline and key conditions — before the full contract is completed. It matters to investors because it raises the chance the deal will actually happen and can change a company’s value and risk profile, much like a signed down-payment that holds buyers and sellers to core promises while final paperwork is finished.
restricted stock units financial
"an annual bonus in the form of restricted stock units having a grant-date fair market value equal to three times Mr. Harris's then-current base salary"
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.
Executive Employment Agreement regulatory
"The foregoing compensation arrangements are set forth in an Executive Employment Agreement, dated as of June 24, 2026, between the Company and Mr. Harris"
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
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.
FAQ
What leadership change did ZSQR disclose in this 8-K filing?
Z Squared Inc. appointed Jeffery Harris as Chief Technology Officer effective June 24, 2026. He brings extensive experience in high-density, immersion-cooled digital infrastructure and blockchain-related compute systems from prior roles at Paradox Data, Paradox Infrastructure, and Xero Labs.
How is new CTO Jeffery Harris compensated at Z Squared Inc. (ZSQR)?
Jeffery Harris receives a $225,000 annual base salary and an annual bonus in restricted stock units valued at $675,000 as of the effective date. He is also expected to receive options on 100,000 shares that vest if the stock price increases 50%.
What is the size and structure of ZSQR’s proposed Paradox Data acquisition?
Z Squared plans to acquire a majority membership interest in Paradox Data LLC using Series D Convertible Preferred Stock with an aggregate initial liquidation preference of $5,000,000. The deal involves no cash consideration or debt financing and remains subject to definitive agreements and approvals.
Does Jeffery Harris have a material interest in Z Squared’s Paradox Data deal?
Yes. Jeffery Harris is the founder and Chief Technology Officer of Paradox Data LLC, the target of Z Squared’s proposed majority acquisition. As a result, he may be deemed to have a direct or indirect material interest in that transaction under the binding letter of intent.
What equity incentives might ZSQR’s CTO receive beyond salary and RSUs?
Subject to Board approval, Jeffery Harris will be granted an option to purchase 100,000 shares of Z Squared common stock at fair market value on the effective date. The option vests in full if the stock’s fair market value increases 50% above that level.
What is the term of Jeffery Harris’s employment agreement with Z Squared Inc.?
The Executive Employment Agreement between Z Squared Inc. and Jeffery Harris provides for an initial term ending on June 24, 2028. The agreement details his role as Chief Technology Officer and related compensation arrangements, and is filed as Exhibit 10.1 to the report.