AIB Data Centers Inc. (AIB): COO Jason K. Burnett 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.
On
October 23, 2026, the Board appointed Jason K. Burnett as Chief Operations Officer of the Company, effective October 26, 2026 (the “Effective
Date”).
Jason
K. Burnett, age 51, most recently served as Chief Operating Officer of Hivelocity, a data center, cloud, and hosting provider, from 2024
to 2026, where he led business operations and acquisition integration across Hivelocity’s managed services and cloud infrastructure
platform. From 2020 to 2024, Mr. Burnett served as Vice President of Customer Operations at DataBank, a provider of enterprise colocation,
edge data center, cloud, and managed security services, where he oversaw managed services, customer support, and service delivery, including
the integration of operations across three acquisitions. Prior to joining DataBank, Mr. Burnett served as Vice President of Operations
at Contegix, an Atlassian hosting partner and consulting services provider, from 2018 to 2019, and as Senior Director of Support Operations
at Contegix from 2017 to 2018. Mr. Burnett has more than 20 years of experience in managed services and cloud infrastructure, including
business operations, acquisition integration, and organizational growth.
In
connection with Mr. Burnett’s appointment as Chief Operations Officer, the Company and Mr. Burnett entered into an offer letter,
dated October 23, 2026 (the “Offer Letter”). Mr. Burnett’s employment will commence on the Effective Date and is at-will,
meaning it is not for any specific term and may be terminated by Mr. Burnett or the Company at any time, for any reason, with or without
notice or cause; provided that Mr. Burnett must provide no less than two weeks’ written notice of any resignation.
As
consideration for his services as Chief Operations Officer, Mr. Burnett will initially be entitled to receive an annual base salary of
$250,000, less applicable withholdings and deductions, which shall increase to an annual rate of $300,000 effective upon the closing
of any financing relating to the Company’s CLT1 site and shall increase further to an annual rate of $350,000 effective upon the
closing of any financing in relation to the Company’s next site, and which is subject to adjustment by the Company in its sole
discretion. In addition, Mr. Burnett will be eligible for site delivery bonuses tied to the successful delivery of Company data center
sites to customers, subject to schedule, budget and operational performance, the amounts, milestones and payment terms of which are set
forth in the Bonus Agreement (as defined and described below), as well as a discretionary annual bonus. Any bonus determinations will
be in the Company’s sole discretion, and no bonus will be deemed earned and payable unless Mr. Burnett is employed in good standing
on the date of payment.
On
October 23, 2026, the Company and Mr. Burnett entered into a Site Delivery Bonus Agreement, to be effective as of October 26, 2026 (the “Bonus
Agreement”), under which Mr. Burnett is eligible to earn a bonus for each data center site delivered to a customer under a signed
lease, in an amount determined by the IT load (measured in MW’s) contracted in the applicable lease. Each site bonus is earned
and payable in three stages—25% upon the closing of site financing and commencement of construction, 25% upon energization and
completion of commissioning, and 50% upon customer handoff—with each stage paid in a lump sum within 30 days after the Company’s
Chief Executive Officer confirms in writing achievement of the applicable milestone by Mr. Burnett. The portion payable at customer handoff
may be increased by up to 50%, in the Company’s sole discretion, if the site is delivered by the lease delivery date without drawing
on budget contingency, and may be decreased by 50% if handoff occurs later than the customer’s grace period under the lease (which
is to be 60 days if the lease sets none). The Bonus Agreement covers the first ten sites to reach customer handoff, after which renewal
is in the Company’s sole discretion. Mr. Burnett must be employed by the Company when a milestone is reached in order to earn the
applicable stage. Additionally, stages not yet earned or not yet paid are forfeited upon termination of Mr. Burnett’s employment.
1
During
his employment, Mr. Burnett will be eligible to participate in the Company’s 2026 Equity Incentive Plan (the “Plan”),
with the type of equity awards, and the material terms and conditions thereof, to be determined by the Compensation Committee of the
Board in its sole discretion. Any equity award granted to Mr. Burnett shall provide for the acceleration of vesting in the event his
employment is terminated by the Company without cause or by Mr. Burnett for good reason within 12 months following a change of control
of the Company, as each such term is defined in the Plan and/or the applicable grant agreement. Mr. Burnett will also be eligible to
participate in the employee benefit programs maintained by the Company for full-time employees at his level subject to the terms of such
programs and the Offer Letter.
The
foregoing descriptions of the Offer Letter and the Bonus Agreement do not purport to be complete and are qualified in their entirety
by the full text of the Offer Letter and the Bonus Agreement, copies of which are filed as Exhibit 10.2 and Exhibit 10.3, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
Mr.
Burnett also entered into an Indemnification Agreement with the Company. For a description of the Indemnification Agreements, see Item
1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
There
is no arrangement or understanding between Mr. Burnett and any other person pursuant to which Mr. Burnett has been appointed as Chief
Operations Officer. There are no family relationships between Mr. Burnett and any of the Company’s directors or executive officers,
and Mr. Burnett has no direct or indirect interest in any transaction, or any proposed transaction, required to be disclosed pursuant
to Item 404(a) of Regulation S-K.