New Era Energy (NUAI) hires new Chief Corporate Officer with RSU grant
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
New Era Energy & Digital, Inc. appointed Andrew Casazza as Chief Corporate Officer effective April 28, 2026, under a detailed employment and equity package. His annual base salary is $415,000 with a target bonus of up to 40% of salary based on performance goals set by the compensation committee.
Casazza will receive standard executive benefits and may be granted additional equity awards under the company’s equity plan. He was also granted 400,000 restricted stock units, vesting monthly over four years, intended as an inducement grant outside the existing plan. If terminated without cause or he resigns for good reason, he is eligible for salary-based severance, bonus components and health benefit payments, with enhanced terms following a change in control. The company also states that its Texas Critical Data Centers LLC project is expected to have potential capacity of approximately 1.4 GW of gross power production.
Positive
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Negative
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8-K Event Classification
3 items: 5.02, 7.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base salary: $415,000 per year
Target bonus: Up to 40% of salary
RSU grant size: 400,000 shares
+5 more
8 metrics
Base salary
$415,000 per year
Annual base salary for Chief Corporate Officer
Target bonus
Up to 40% of salary
Annual target bonus opportunity for Casazza
RSU grant size
400,000 shares
Restricted stock units awarded to Casazza, vesting monthly over four years
Severance multiple pre-change in control
100% of base salary
Severance if terminated without cause or for good reason before change in control
Severance multiple post-change in control
150% of base salary
Severance if terminated without cause or for good reason after change in control
Health benefit coverage pre-change in control
12 months
Lump sum equivalent of benefit premiums in certain terminations
Health benefit coverage post-change in control
18 months
Lump sum equivalent of benefit premiums in change-in-control terminations
Project power capacity
1.4 GW
Expected potential gross power production for Texas Critical Data Centers LLC
Key Terms
restricted stock units, Change in Control, Regulation FD Disclosure, emerging growth company, +2 more
6 terms
restricted stock units financial
"Mr. Casazza was also granted an award of restricted stock units (“RSUs”) covering a total of 400,000 shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Change in Control financial
"at any time before a Change in Control (as such terms are defined in the Employment Agreement)"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure."
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
non-competition financial
"The Casazza Employment Agreement also contains certain restrictive covenants, including non-competition, confidentiality and non-disparagement covenants"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
Equity Incentive Plan financial
"pursuant to the Company’s Equity Incentive Plan (the “Plan”)"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
FAQ
What executive change did NUAI announce in this 8-K filing?
New Era Energy & Digital, Inc. appointed Andrew Casazza as Chief Corporate Officer, effective April 28, 2026. He brings prior experience as co-founder, CFO and board member at Windy Cove Energy II and Pure Earth Plasma Holdings, expanding the senior leadership team.
What is Andrew Casazza’s compensation package at NUAI?
Andrew Casazza will receive a $415,000 annual base salary and an annual target bonus opportunity of up to 40% of salary. He will also participate in standard executive benefit plans and may be eligible for additional equity or similar awards under the company’s equity incentive plan.
How many RSUs did NUAI grant to Andrew Casazza?
Andrew Casazza received an inducement grant of 400,000 restricted stock units tied to NUAI common stock. These RSUs vest monthly over four years beginning April 28, 2026, conditioned on his continued employment and governed by a separate Restricted Stock Unit Award Agreement.
What severance protections does Andrew Casazza have at NUAI?
If NUAI terminates Casazza without cause, or he resigns for good reason before a change in control, he can receive one year of base salary, bonus components and 12 months of benefit premiums. After a change in control, severance rises to 1.5 times salary and 18 months of benefits.
What restrictions apply to Andrew Casazza after leaving NUAI?
Casazza’s agreement includes non-competition, confidentiality, non-disparagement and non-solicitation covenants. He agrees not to solicit clients for 18 months and not to solicit employees for 24 months following termination, in addition to other protective restrictions favoring the company.
What project capacity did NUAI disclose for Texas Critical Data Centers?
NUAI stated that its flagship project, Texas Critical Data Centers LLC, is currently expected to have potential to support up to approximately 1.4 gigawatts of gross power production, highlighting the intended scale of the company’s data center and energy-related development.