XCF Global, Inc. (SAFX): CFO Wray T. Thorn appointed

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.
Directors and Executive Officers
Effective upon completion of the Business
Combination, Chad J. Langley, John Wharton and Carl Stanton, who were elected by the Company’s stockholders on October 5,
2026, became directors of the Company. Pursuant to the BCA, following the closing of the Business Combination, the board of
directors of the Company (the "Board") consists of seven (7) directors, comprised of: (A) four (4) directors designated by XCF
(Christopher Cooper, Wray Thorn, Sanford Cockrell and Si-Yeon Kim), (B) two (2) directors designated by Southern (Chad J. Langley
and John Wharton), and (C) one (1) director designated by DevvStream (Carl Stanton). In addition, Christopher Cooper continues to
serve as Chief Executive Officer of the Company.
Effective upon completion of the Business Combination,
the Board appointed Sanford Cockrell (chair), Chad J. Langley and Si-Yeon Kim to the Audit Committee; Chad J. Langley, John Wharton and
Sanford Cockrell to the Compensation Committee; Si-Yeon Kim (chair), Sanford Cockrell and John Wharton to the Nominating and Governance
Committee; and Wray Thorn (chair), Chad J. Langley, Carl Stanton and Sanford Cockrell to the Finance Committee.
The information set forth in the Proxy Statement/Prospectus
in the section titled “Information About XCF Global Upon Completion of the Business Combination” beginning on page 304 thereof,
and in the sections referenced in Item 2.01 of this Current Report on Form 8-K regarding related person transactions and interests in
the Business Combination, is incorporated herein by reference.
Appointment of President and Chief Financial
Officer
The Board appointed Wray T. Thorn, a member of
the Board, as President and Chief Financial Officer (“CFO”) of the Company, effective October 19, 2026, to serve at the pleasure
of the Board until his successor is duly elected and qualified or until his earlier death, resignation or removal. As CFO, Mr. Thorn will
serve as the Company’s principal financial officer. Mr. Thorn will continue to serve as a member of the Board.
In connection with Mr. Thorn’s appointment,
Harvey Schnitzer ceased to serve as the Company’s CFO, effective October 19, 2026. Mr. Schnitzer’s departure from the position
of CFO was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
The Company and the Board thank Mr. Schnitzer for his leadership and service as CFO. Mr. Schnitzer is transitioning to the role of Director
of Integration and will lead efforts to bring together XCF’s expanding organization and advance integration priorities across the
business.
Mr. Thorn, age 55, has served as a director of
the Company, including as Chair of the Finance Committee of the Board, since the closing of the Company’s business combination with
Focus Impact BH3 Acquisition Company in June 2025. Mr. Thorn has more than three decades of experience as a business builder, investment
leader, chief investment officer and lead board member, with significant expertise in investment firm building and leadership, complex
direct and indirect private investing, global corporate financing and capital formation, risk management frameworks and corporate shareholder
value creation. He has been a Partner and Co-Founder of Focus Impact Partners, LLC since 2021 and, before that business combination closed,
served as Chief Investment Officer and a director of Focus Impact BH3 Acquisition Company. He has also served as Chief Investment Officer
of Focus Impact Acquisition Corp. Since 2021, Mr. Thorn has also been the Founder and Chief Executive of Clear Heights Capital, and he
currently serves on the boards of DevvStream Corp. and Skipper Pets, Inc. From 2012 to 2021, he was a Managing Director and Chief Investment
Officer – Private Investments at Two Sigma Investments, where he built and led the firm’s private equity (Sightway Capital),
venture capital (Two Sigma Ventures) and impact (Two Sigma Impact) investment businesses, growing them to approximately $4 billion in
assets under management and approximately 90 team members, and was a leader in the creation of Hamilton Insurance Group. At Sightway Capital,
Mr. Thorn led the building of more than 15 platform companies in sub-verticals of transportation, infrastructure, financial services,
energy and real assets.
Prior to joining Two Sigma Investments in 2012,
Mr. Thorn was a Senior Managing Director with Marathon Asset Management, a Director with Fox Paine & Co. and a Principal at Dubilier
& Co., and he began his career in the Acquisition Finance Group at Chemical Bank (now J.P. Morgan). Over the course of his career,
Mr. Thorn has participated in approximately 300 acquisitions, corporate financings, fundraisings and other principal transactions representing
more than $32 billion in aggregate consideration, and he has served on the boards, advisory boards and committees of approximately 45
businesses and investment funds. Mr. Thorn also serves as Co-Chair of the Board of Youth, INC, as Vice Chair of the Board and Chair of
the Investment Committee of Futures and Options, and as a Trustee of the Randall’s Island Park Alliance.
3
Thorn Employment Agreement
In connection with his appointment, the
Company and Mr. Thorn entered into an Employment Agreement, dated as of October 19, 2026 (the “Thorn Employment
Agreement”). Under the Thorn Employment Agreement, Mr. Thorn will serve as President and CFO, reporting to the Chief Executive
Officer and the Board. Mr. Thorn will receive an annualized base salary of $750,000. He is eligible for an annual bonus with a
target of 100% of base salary, with payouts above and below target based on goals approved by the Board, and he may elect to receive
the bonus in cash or stock, subject to limits set by the Board or the Compensation Committee. Mr. Thorn will be eligible for a grant
of restricted stock under the Company’s 2025 Equity Incentive Plan (the “2025 Plan”) equal to 3% of the fully
diluted ownership of the Company. The award vests ratably in quarterly installments over four years, with accelerated vesting on a
termination without cause or a resignation for good reason, and is subject to the availability of shares under the 2025 Plan. Mr.
Thorn may continue to engage in certain outside business and charitable activities, provided they do not materially interfere with
his duties, create a conflict of interest or violate applicable law or Company policy. He is eligible to participate in the
Company’s benefit plans available to senior executives, including the 2025 Employee Stock Purchase Plan, and is entitled to 25
days of paid time off per year and reimbursement for first-class domestic and business-class international travel. If Mr.
Thorn’s employment is terminated by the Company without cause or he resigns for good reason, he will receive (i) 12 months of
base salary, payable in installments, (ii) any unpaid prior-period annual bonus, prorated, and (iii) up to 12 months of Company-paid
COBRA premiums. If such a termination occurs within three months before or twelve months after a change in control, he will instead
receive (i) a lump-sum payment equal to 150% of base salary, (ii) any unpaid prior-period annual bonus, (iii) full vesting of all
outstanding equity awards, with performance-based awards deemed achieved in full, and (iv) the COBRA benefits described above.
Severance is conditioned on a release of claims and continued compliance with restrictive covenants, including 24-month
post-termination customer and employee non-solicitation covenants. The agreement also contains a “best net” Section 280G
provision, under which the Board may approve a limited gross-up in certain circumstances, and subjects his compensation to the
Company’s clawback policy. The foregoing description of the Thorn Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Thorn Employment Agreement.
Relationships and Related Person Transactions
Mr. Thorn is a Partner and Co-Founder of Focus
Impact Partners, LLC (“Focus Impact Partners”). The Company is party to a strategic consulting agreement with Focus Impact
Partners (the “Consulting Agreement”), under which Focus Impact Partners receives an annual consulting fee of $1,500,000,
payable in monthly installments of $125,000, plus additional fees for certain transactions as mutually agreed. On October 22, 2026,
the Company and Focus Impact Partners entered into a Termination and Settlement Agreement (the “Termination and Settlement Agreement”),
pursuant to which (i) the Consulting Agreement was terminated effective as of October 19, 2026, and (ii) in settlement and full satisfaction
of the Company’s obligations under the Consulting Agreement, the Company will pay to Focus Impact Partners in cash the remuneration
accrued under the Consulting Agreement from June 30, 2026 through October 19, 2026, totaling $456,164.
The foregoing description of the Termination and
Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination
and Settlement Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Except as described above, there are no arrangements
or understandings between Mr. Thorn and any other persons pursuant to which he was selected as an officer. Mr. Thorn does not have any
family relationships with any director or executive officer of the Company, and, except as described above, there are no transactions
in which he has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Cooper Employment Agreement; Appointment
as Chairman of the Board
On October 19, 2026, the Company and
Christopher A. Cooper, the Company’s Chief Executive Officer, entered into a new Employment Agreement (the “Cooper
Employment Agreement”), which supersedes Mr. Cooper’s prior employment agreement dated November 7, 2025, and the Board
appointed, or confirmed the appointment of, Mr. Cooper as Chairman of the Board. Under the Cooper Employment Agreement, Mr. Cooper
will serve as Chairman of the Board and Chief Executive Officer, reporting to the Board, and will receive an annualized base salary
of $750,000 (increased from $500,000) and be eligible for an annual bonus with a target of 100% of base salary. Mr. Cooper will be
eligible for a grant of restricted stock under the 2025 Plan equal to 3% of the fully diluted ownership of the Company, vesting
ratably in quarterly installments over four years, with accelerated vesting on a termination without cause or a resignation for good
reason, which replaces his prior stock option grant equal to 2% of fully diluted ownership. The severance, change in control,
restrictive covenant, Section 280G and clawback provisions of the Cooper Employment Agreement are substantially the same as those
described above for Mr. Thorn. The foregoing description of the Cooper Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Cooper Employment Agreement.
4
2025 Equity Incentive Plan Amendment
As previously reported in the
Company’s Current Report on Form 8-K filed on October 6, 2026, at the special meeting held on October 5, 2026, the
Company’s stockholders approved an increase in the number of XCF Global Common Shares reserved for issuance under the
2025 Plan from 14,557,181 to 80,000,000.
Indemnification Agreements
The information set forth under Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.