Global Interactive Technologies, Inc. (GITS): Chair Amy Shi 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 Arrangement of
Certain Officers.
On
October 15, 2026, the Board of Directors (the “Board”) of Global Interactive Technologies, Inc. (the “Company”)
appointed Amy Shi as the Executive Chair of the Board, effective October 15, 2026 (the “Effective Date”).
Ms.
Shi, age 45, was elected as a director of the Company in December 2024. Ms. Shi brings over 20 years of experience in business development
and relationship management across the banking, investment management, international trade, media, and technology industries. Since December
2024, she has served as Managing Member and CEO of PixelArc LLC, a Hollywood-based TV and film IP management and production company.
Prior to that, she worked as an independent management consultant in Seoul and had made significant contributions to the Company as an
independent consultant from October 2021 to April 2023. From May 2019 to August 2020, Ms. Shi served as Vice President at HSBC, and from
August 2012 to May 2019 as Assistant Vice President at JPMorgan Chase. In the technology sector, she held a Partner Relations role at
Apple Inc. from 2016 to 2017 and earlier worked at China Telecom as Account Executive from 2002 to 2005. She also has prior experience
in operations and management consulting at Bestview International and Phoenix Design. Fluent in English, Mandarin, and Korean, Ms. Shi
holds dual bachelor’s degrees in Computer Science and Marketing and a Master’s degree from The Ohio State University.
There are no arrangements or understandings
between Ms. Shi and any other person pursuant to which Ms. Shi was appointed as Executive Chair of the Board, and no family relationships
exist between Ms. Shi and any director or executive officer of the Company. Ms. Shi has no direct or indirect material interest in
any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K except as previously disclosed in the Company’s
filings with the Securities and Exchange Commission.
Compensation
Arrangement with Ms. Shi
In
connection with her appointment as Executive Chair of the Board, Ms. Shi entered into an Executive Chair Service Agreement (the “ECS
Agreement”) which provides that Ms. Shi will serve as Executive Chair of the Board for an initial term of one year, automatically
renewing for successive one-year periods unless Ms. Shi or the Company gives 60 days’ written notice of nonrenewal. Pursuant to
the ECS Agreement, while serving as Executive Chair of the Board, Ms. Shi will receive an annual cash compensation of $10,000 per month
($120,000 annually) and an annual equity compensation component with a reference amount of $250,000. Ms. Shi’s cash compensation
will be reviewed by the Company six months after the Effective Date and her cash compensation will increase to $20,000 per month ($240,000
annually) on the first anniversary of the ECS Agreement or earlier if approved by the Company. Ms. Shi has agreed to defer payment
of specified cash compensation until the Company’s next financing, with the Board determining the portion of accrued compensation
payable following that financing, subject to applicable law. Any unpaid balance will continue to be owed. Ms. Shi’s initial
equity award will be fully vested upon lawful grant. Implementation of the initial equity award remains subject to required approvals,
sufficient plan capacity, and applicable plan requirements and law. If the initial equity award cannot lawfully be implemented by the
deadline set forth in the ECS Agreement, the undelivered portion shall be replaced with a cash entitlement.
Ms.
Shi will also receive $75,000 for completed executive services beyond her ordinary director duties for the period from July 1, 2025 through
September 30, 2026, calculated at $5,000 per month. Additionally, Ms. Shi will receive $5,000 per month, prorated for partial months,
based on calendar days from October 1, 2026 through the day
before the Effective Date for her additional executive services. All unpaid ordinary director compensation accrued through the day before
the Effective Date remains separately payable to Ms. Shi. From the Effective Date, the ECS Agreement covers executive and Board services,
and no separate ordinary director retainer shall accrue.
If
Ms. Shi is terminated without Cause (as defined in the ECS Agreement) or resigns for Good Reason (as defined in the ECS Agreement), she
is entitled to receive 12 months of then-current base cash compensation, paid in 12 monthly installments beginning 30 days after the
applicable separation from service and the remaining service conditions on any subsequent annual equity award covering the then-current
service period shall accelerate to the extent lawfully permitted. As part of her appointment to Executive Chair of the Board, Ms. Shi
also entered into an Indemnification Agreement, effective October 15, 2026 (the “Indemnification Agreement”) with the Company.
The Indemnification Agreement covers Ms. Shi’s past, present, and future service as a director, Executive Chair of the Board, officer,
employee, consultant, or agent of the Company, and service for another entity at the Company’s request.
The
foregoing summary does not purport to be complete and is subject to, and qualified in its entirety by, reference to the full text of
the ECS Agreement, attached hereto as Exhibit 10.1, and the Indemnification Agreement, attached hereto as Exhibit 10.2.