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NASDAQ: NUAI New ERA Energy & Digital, Inc. 8-K

New ERA Energy appoints Darin Rovell as Chief Accounting Officer with $350K salary, 325K RSUs

Filed June 3, 2026 · Period ending June 1, 2026 · ~1 min read

4 key changes 2 sections

Key Changes

  • medium

    Darin Rovell, 38, appointed Chief Accounting Officer effective June 22, 2026. He previously served as Senior Director at HF Sinclair Corporation and held investor relations roles at At Home Group Inc.

  • medium

    Rovell receives 325,000 restricted stock units vesting monthly over four years, with full acceleration upon death, disability, termination without cause, or change of control. This is a substantial equity grant for a CAO role.

  • low

    Base salary set at $350,000 annually with target bonus up to 40% ($140,000) based on performance goals, plus $30,000 signing bonus contingent on continued employment through first payroll.

  • low

    Change-in-control severance provides 150% of base salary, unpaid and pro-rated bonuses, and 18 months of benefits if terminated without cause or for good reason within 12 months of a transaction.

Summary

New ERA Energy & Digital has hired Darin Rovell as Chief Accounting Officer, bringing in an experienced finance professional from the energy sector. Rovell comes from HF Sinclair Corporation where he led consolidations and reporting, and previously held investor relations positions at At Home Group.

The appointment fills a critical financial leadership role as the company continues its operations in the energy and digital sectors. The compensation package is notable for its equity component: 325,000 RSUs vesting monthly over four years represents significant potential dilution and aligns Rovell's interests with long-term shareholder value.

The monthly vesting schedule is somewhat unusual compared to typical quarterly or annual vesting. His cash compensation of $350,000 base plus up to 40% bonus appears market-rate for a CAO at a public company of this size. Investors should watch for Rovell's impact on financial reporting quality and controls in upcoming quarterly filings. His background in consolidations and investor relations suggests he may bring improved transparency to the company's financial disclosures. The change-in-control provisions, while standard, indicate the company may be positioning itself for potential M&A activity.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added
Added Equity compensation medium

Added in current filing · verify on EDGAR →

Mr. Rovell will be granted an award of restricted stock units (“RSUs”) covering a total of 325,000 shares of the Company’s common stock which shall vest each month over a four-year period beginning on June 22, 2026, subject to Mr. Rovell’s continued employment with the Company through each vesting date

Mr. Rovell will receive 325,000 RSUs vesting monthly over four years starting June 22, 2026. The RSUs will vest in full upon death, disability, termination without Cause, resignation for Good Reason, or a Change in Control. This represents a significant equity grant for a Chief Accounting Officer role.

Event · Item 9.01 — Financial Statements and Exhibits

~100 words

New ERA Energy & Digital entered into an employment agreement with Darin Rovell effective June 1, 2026, including restricted stock units.

2 Added
Added Employment Agreement - Darin Rovell medium

Added in current filing · verify on EDGAR →

Employment Agreement, dated June 1, 2026, by and between the Company and Darin Rovell.

The company has entered into an employment agreement with Darin Rovell effective June 1, 2026. The specific terms, role, and compensation details are contained in the attached exhibit but not disclosed in the 8-K body itself.

Added Restricted Stock Unit Award - Darin Rovell medium

Added in current filing · verify on EDGAR →

Form of Restricted Stock Unit Award Agreement, by and between the Company and Darin Rovell.

Darin Rovell has been granted restricted stock units as part of his compensation package. The vesting schedule, number of units, and other terms are in the attached form agreement but not detailed in the 8-K body.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 3, 2026 · How we verify