FF EAI Robotics Ecosystem Inc. (FFR): CEO Yueting Jia 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.
The
information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated herein by reference.
Appointment
of Chief Executive Officer
Effective
as of the Closing, the Company’s board of directors appointed Yueting Jia as Chief Executive Officer and principal executive officer
of the Company. Mr. Jia, age 52, founded Faraday Future and currently serves as Global Chief Executive Officer of FFAI. He served as
Global Co-Chief Executive Officer of FFAI from April 2025 until his appointment as sole Global Chief Executive Officer in May 2026. He
previously served as FFAI’s Chief Product and User Ecosystem Officer from September 2019 to April 2025 and as its Chief Executive
Officer from 2017 to September 2019.
Mr.
Jia served as the Company’s Chief Advisor pursuant to that certain advisor agreement (the “Advisor Agreement”) dated
February 10, 2026 and effective as of October 2, 2025, which was terminated immediately prior to the Closing. The description of the
Advisor Agreement in Item 1.01 of the Company’s Current Report on Form 8-K filed on February 17, 2026 and the related-party disclosure
in Note 14 to the unaudited consolidated financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarter
ended June 30, 2026 are incorporated herein by reference.
On
October 23, 2026, the Company entered into an employment agreement (the “Jia Employment Agreement”) with Mr. Jia, which became
effective automatically upon the Closing. Under the Jia Employment Agreement, Mr. Jia serves as Chief Executive Officer, reports to the
Company’s board of directors and may continue his concurrent service as founder and Global Chief Executive Officer of FFAI. Mr.
Jia’s employment is at will.
The
Jia Employment Agreement provides for an annual base salary of $500,000 and a target annual bonus of $500,000, or 100% of base salary.
Subject to approval and formal grant by the board of directors or its compensation committee, Mr. Jia is eligible to receive annual equity
awards with a target grant-date value of $1.5 million in restricted stock units and $1.5 million in performance stock units. Mr. Jia
has voluntarily agreed to defer any adjustment to his compensation until the Company and its subsidiaries have cumulatively sold and
delivered 2,000 robotics units.
If
the Company terminates Mr. Jia’s employment without cause or Mr. Jia resigns for good reason, then, subject to his execution and
non-revocation of a release, he will be entitled to 12 months of base-salary continuation and payment of the Company’s portion
of COBRA premiums, a lump-sum payment equal to 100% of his target annual bonus for the year of termination and full vesting of all outstanding
equity awards that have been approved and granted, with performance conditions deemed satisfied at the greater of actual performance
measured as of the termination date or 100% of target. Effective immediately before the Jia Employment Agreement became effective, Mr.
Jia’s Advisor Agreement with the Company terminated and was superseded, subject to specified surviving provisions and accrued rights.
The
foregoing description of the Jia Employment Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Jia Employment Agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated
herein by reference.
Appointment
of Executive Chairman
Effective
as of the Closing, Jiawei (Jerry) Wang ceased to serve as the Company’s Chief Executive Officer and was appointed Executive Chairman
of the Company. Mr. Wang continues to serve as a director of the Company. Also Mr. Wang is Mr. Jia’s nephew.
On
October 23, 2026, the Company entered into Amendment No. 1 to the employment agreement with Mr. Wang (the “Wang Amendment”),
which became effective upon the Closing. The Wang Amendment provides for Mr. Wang to serve as Executive Chairman and, if elected by the
board of directors, Chairman of the board of directors, with responsibility for oversight of the Company’s finance, capital markets,
legal and operations functions. Mr. Wang may continue his concurrent service as Global Executive Chairman of FFAI.
Under
the Wang Amendment, Mr. Wang’s annual base salary of $300,000, target annual bonus of $300,000 and annual equity-award target of
$1.5 million remain unchanged until the Company and its subsidiaries have cumulatively sold and delivered 2,000 robotics units, after
which the compensation committee may review and approve new compensation. The Wang Amendment also revises Mr. Wang’s severance
terms and confirms that his employment is at will.
The
foregoing description of the Wang Amendment does not purport to be complete and is qualified in its entirety by reference to the full
text of the Wang Amendment, which is filed as Exhibit 10.8 to this Current Report on Form 8-K and is incorporated herein by reference.
Mr. Wang’s existing employment agreement is incorporated by reference as Exhibit 10.9 to this Current Report on Form 8-K.