Kodiak Ai Inc.
07/02/2026 | Press release | Distributed by Public on 07/02/2026 14:01
Management Change/Compensation (Form 8-K)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Compensatory Arrangements of Named Executive Officers
On July 1, 2026, Kodiak AI, Inc. (the "Company"), following a review of the Company's executive compensation program by its independent compensation consultant and the Compensation Committee of the Board of Directors (the "Compensation Committee"), made certain changes to annual compensation for Don Burnette, Chief Executive Officer, Surajit Datta, Chief Financial Officer, and Michael Wiesinger, Chief Operating Officer. The Compensation Committee approved the increase of Mr. Burnette's base salary from $425,000 to $525,000 and approved an annual incentive bonus opportunity of up to 100% of his base salary, an increase from 80% of his base salary that was previously in effect. In addition, the Compensation Committee approved the increase of Mr. Datta's base salary from $400,000 to $450,000, and the increase of Mr. Wiesinger's base salary from $400,000 to $450,000. These changes are effective as of July 1, 2026.
In addition, on July 1, 2026, the Compensation Committee approved grants of time-based restricted stock units under the Company's 2025 Equity Incentive Plan (the "2025 Plan") to Messrs. Burnette, Datta and Wiesinger with intended values at grant of $7,000,000, $2,500,000 and $2,500,000, respectively (together, the "Executive RSUs"). The Executive RSUs will vest quarterly over a four-year period, in each case, subject to a six-month vesting cliff and the applicable executive's continued service with the Company through the applicable vesting date.
Cancellation of Datta Option and Award of Restricted Stock Units
On July 1, 2026, the Company and Mr. Datta mutually agreed to cancel the time-based option to purchase 2,035,915 shares of the Company's common stock at a price per share of $8.88 that was previously granted to Mr. Datta on August 27, 2025, in connection with his commencement of employment (the "Datta Option"). In consideration of the cancellation of the Datta Option, the Compensation Committee approved a grant of 563,063 time-based restricted stock units under the 2025 Plan to Mr. Datta (the "Datta RSUs"). The Datta RSUs will vest quarterly over a four-year period from the vesting commencement date of the Datta Option, subject to a one-year vesting cliff and Mr. Datta's continued service with the Company through the applicable vesting date.
The foregoing descriptions of the Executive RSUs and the Datta RSUs are not complete and are qualified in their entirety by reference to the 2025 Plan and the form of restricted stock unit agreement thereunder, which are filed as Exhibit 10.2 to the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and are incorporated herein by reference.
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