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Get filing alertsHyperliquid raises CEO base to $600K, sets $2M-up to $3M equity targets; formalizes COO package
Filed June 26, 2026 · Period ending June 22, 2026 · ~1 min read
Key Changes
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CEO base salary increased to $600,000 with annual equity awards targeted at $2M-up to $3M per year, up from prior structure established just six weeks earlier in May 2026.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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COO compensation formalized through Hong Kong consultant entity: $400K base, 100% target bonus, $1M annual equity awards vesting over three years, plus two initial $1M RSU grants.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
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Both executives receive enhanced change-in-control protections: COO gets 12 months severance and 100% equity acceleration; CEO structure includes similar provisions.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Hyperliquid disclosed significant executive compensation adjustments affecting its top two officers. CEO David Schamis received a base salary increase to $600,000 and a substantially enhanced equity package with annual awards targeted at $2 million to up to $3 million, replacing the structure from his employment agreement signed just six weeks prior on May 1, 2026.
The rapid revision suggests either initial underpricing or evolving board views on competitive compensation. The company formalized COO Jeroen Nieuwkoop's compensation through a placement agreement with SBR Limited, a Hong Kong entity he controls. The structure—$400,000 base, 100% target bonus, and $1 million annual equity awards—uses a consultant model rather than direct employment.
Nieuwkoop also received two initial $1 million RSU grants with different pricing dates (December 2025 and May 2025), likely formalizing prior service. Both executives now have enhanced change-in-control severance provisions with full equity acceleration. For shareholders, the CEO equity range of $2M-up to $3M represents meaningful dilution potential, particularly given the short interval since the prior agreement. The COO's consultant structure and retroactive equity grants warrant attention to the governance rationale. The compensation increases may reflect competitive market pressures or strategic priorities, but the timing and magnitude suggest investors should monitor whether these packages align with company performance and shareholder returns.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Hyperliquid formalized COO compensation package and increased CEO base salary to $600K with enhanced equity targets.
Added in current filing · verify on EDGAR →
In addition, in connection with the execution of the COO Placement Agreement the Consultant received two awards of time-based restricted stock units, each vesting on an annual basis over a three-year period. One of such initial awards has a target fair value of $1,000,000 based on the volume weighted average price of the Company’s common stock during the Company’s first eight trading days following December 2, 2025, with vesting commencing on that date, and the second has a target grant date fair value of $1,000,000 based on the closing price of the Company’s common stock on May 5, 2025, with vesting commencing on that date.
The COO received two initial restricted stock unit awards, each with $1,000,000 target value, vesting over three years. The awards have different pricing dates (December 2025 and May 2025), suggesting they may relate to prior service periods being formalized under this new agreement.
Added in current filing · verify on EDGAR →
If the COO Placement Agreement is terminated by the Company without Cause or by the Consultant for Good Reason, in each case during a Change in Control Period, the Consultant will be entitled to receive the benefits described in clauses (i) and (ii) of the preceding sentence for a period of 12 months (rather than six months), accelerated vesting of 100% (rather than 50%) of all outstanding equity awards held by the Consultant at the time of termination, payment of Bonus for the calendar year in which the termination occurs, pro-rated based on the portion of the year during which the COO Placement Agreement was in effect, and reasonable outplacement services for a period of 12 months following termination.
The COO agreement includes enhanced severance protections during a change-in-control period: 12 months of base pay and benefits, 100% equity acceleration, pro-rated bonus, and outplacement services. Standard severance outside such periods provides only 6 months of pay/benefits and 50% equity acceleration.
Added in current filing · verify on EDGAR →
On June 22, 2026, the Company entered into a First Amendment to Executive Employment Agreement with David Schamis, the Company’s Chief Executive Officer (the “First Amendment”). The First Amendment amends the Executive Employment Agreement, dated as of May 1, 2026, entered into between the Company and Mr. Schamis (the “CEO Employment Agreement”), effective as of July 1, 2026 (the “Effective Date”). Pursuant to the First Amendment, as of the Effective Date Mr. Schamis’ annual base salary will be increased to $600,000 and, for each fiscal year commencing with the fiscal year beginning July 1, 2026, Mr. Schamis will be eligible to receive an annual discretionary cash bonus, with a target amount equal to 100% of his base salary based on the achievement of performance-based and other individual and Company metrics to be established by the Board and/or the compensation committee, each in their sole discretion.
The CEO's base salary was increased to $600,000 effective July 1, 2026, with a new annual bonus target of 100% of base salary. This amends an employment agreement that was only entered into on May 1, 2026, suggesting rapid adjustment to the compensation structure.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 29, 2026 · How we verify