Datavault AI Inc. (DVLT): director Wendy Wilson took another position

Events in this filing

Item 5.02 as filed

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On October 11, 2026, Wendy Wilson tendered her
resignation from the board of directors (the “Board”) of Datavault AI Inc. (the “Company”), effective as of October
12, 2026. Ms. Wilson tendered her resignation in connection with the Company’s acquisition of NYIAX (as defined below), which the
Board determined to be a Triggering Transaction (as defined in the Company’s Current Report on Form 8-K filed with the Securities
and Exchange Commission (the “SEC”) on October 6, 2026 (the “Advisory Arrangements 8-K”)), to allow for the appointment
of Jeffrey Tirman (as more fully described below) and not as a result of any disagreement with the Company.
At the time of such resignation, Ms. Wilson served
as a director for over two years and is entitled to enter into the Advisory Contract (as defined in the Advisory Arrangements 8-K) and
receive the cash and equity compensation provided for therein. The form of Advisory Contract and the cash and equity compensation payable
thereunder is more fully described in the Advisory Arrangements 8-K and a copy of the form of Advisory Contract was filed as Exhibit 10.1
to the Advisory Arrangements 8-K.
Appointment of Director
As previously announced, on August 19, 2026, the
Company acquired NYIAX, Inc. (“NYIAX”) pursuant to that certain Agreement and Plan of Merger, dated as of March 18, 2026 (as
amended, the “Merger Agreement”), by and among the Company, DVLT Merger Sub, Inc., a wholly owned subsidiary of the Company,
and NYIAX. Pursuant to the terms of the Merger Agreement, NYIAX had the right to require the Company to take all necessary corporate action
to appoint up to two individuals designated by NYIAX (the “Merger Partner Designees”) to the Board, subject to the review
and approval of the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”), acting in good faith,
and each designee’s satisfaction of all applicable independence and qualification requirements of the applicable trading market.
NYIAX previously designated Christopher Hardt as the first of two Merger Partner Designees, and has designated Jeffrey Tirman as the second
of two Merger Partner Designees.
On October 11, 2026, effective as of
immediately following Ms. Wilson’s resignation on October 12, 2026 and upon the recommendation of the NCG Committee, the Board
appointed Jeffrey Tirman to the Board, to serve until his successor is duly elected and qualified or until he resigns or is
removed.
The Board has determined that Mr. Tirman qualifies
as an independent director under the corporate governance standards of The Nasdaq Stock Market LLC and the rules and regulations of the
SEC, including those applicable to audit committee members.
Mr. Tirman has more than 35 years of international
investment management experience, specializing in corporate restructurings, turnarounds, funding transactions and fund management. He
has led complex cross-border restructurings, reorganizations and recapitalizations, both as a primary shareholder and on behalf of independent
shareholders. His transaction experience includes public listings, private company financings, spin-offs, acquisitions, balance sheet
refinancings, pre-pack administrations and leading creditor committees.
In December 2015, Mr. Tirman joined the Supervisory
Board of Elan d.o.o. (“Elan”) based in Begunje na Gorenjskem, Slovenia, after its acquisition by a group of London-based institutional
investors. Mr. Tirman was appointed CEO of Elan in March 2016. Mr. Tirman was tasked with leading Elan’s transition from a state-owned
enterprise to a privately held firm. Mr. Tirman, both as a member of the Supervisory Board and as CEO, has been responsible for the complete
restructuring and reorganization of the business, including: (i) initial emergency financial stabilization of the enterprise, (ii) reconfiguration
of the entire corporate structure, including the development and implementation of new corporate governance policies and procedures focused
on transparency and accountability, (iii) the hiring and installation of a progressive senior management team, (iv) restructuring and
streamlining the four operating divisions along western-style best practices, including control, reporting and compliance, (v) refinancing
of Elan’s balance sheet several times, (vi) identifying and defining future business direction across all company units (product
focus, branding, target markets, etc.), and (vii) preparing Elan for sale. Mr. Tirman continues in his role as CEO of Elan.
Mr. Tirman founded Abri Advisors (“Abri”),
a private family-office investment firm, in February 2016. Abri invests on a global basis across a variety of asset classes and security
types.
From 2009 to 2014, he was an adjunct professor
of Advanced Corporate Finance at HEC Lausanne. He holds an MBA from the A.B. Freeman School of Business, Tulane University (1990), and
a BBA from the University of Arkansas at Little Rock (1987).
As a non-employee director of the Company, Mr.
Tirman is initially entitled to receive cash compensation in the amount of $60,000 per year for his service on the Board. In connection
with his appointment to the Board, the Board approved a restricted stock award (the “Tirman RSAs”) to Mr. Tirman under the
Company’s 2018 Long-Term Stock Incentive Plan, as amended (the “2018 Plan”) consisting of 125,000 shares of the Company’s
common stock (the “Common Stock”), subject to the terms and restrictions set forth in the 2018 Plan and an award agreement
thereunder. The grant of the Tirman RSAs is subject to the filing by the Company with the SEC and effectiveness of a registration statement
on Form S-8 with respect to such awards (the “Registration Statement”) and the grant date will be the first trading day immediately
following the date on which the Registration Statement first becomes effective. The Tirman RSAs will vest as follows: (i) fifty percent
(50%) of the award shall vest on the first to occur of March 20 th , June 20 th , September 20 th or December
20 th after the date that is 90 days following the grant date and (ii) the remaining fifty percent (50%) of the award shall
vest on the second to occur of March 20 th , June 20 th , September 20 th or December 20 th (e.g.,
if the award is granted on November 15, 2026, the first vesting date would be March 20, 2027 and the remaining portion of the award would
vest on June 20, 2027), in each case subject to Mr. Tirman’s continuous service to the Company on each such date.
In addition, the Company will enter into an indemnification
agreement with Mr. Tirman in connection with his appointment to the Board, which is in substantially the same form as that entered into
with the other directors of the Company, the form of which was filed as Exhibit 10.4 to the Company’s registration statement on
Form S-1/A (file No. 333-224267) filed with the SEC on July 2, 2018.
Mr. Tirman was designated for appointment to the
Board by NYIAX pursuant to Section 1.5 of the Merger Agreement. Except for such designation right of NYIAX, there are no arrangements
or understandings between Mr. Tirman and any other persons pursuant to which he was selected to be appointed to the Board or its committees.
There are no family relationships between Mr. Tirman and any director or executive officer of the Company, and Mr. Tirman has no direct
or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.