DNA X's board approved a $60,000 cash grant to directors, including CEO Mike Mulica, replacing restricted stock units because shares under its 2019 Equity plan ran out. The award's payout will track the company's stock value at vesting, tied to the 2027 annual meeting or a change in control.

Key Highlights

  • The compensation committee acted on August 21, 2026, approving cash awards for every board member in place of equity grants.
  • The substitute award is structured as phantom RSUs whose payout will mirror the stock's fair Market Value at the vesting date.
  • Vesting occurs at the earlier of the 2027 annual stockholders meeting or a change in control of the company.

DNA X, Inc. (NASDAQ: SONM) will pay its board of directors, including Chief Executive Officer Mike Mulica, a cash award of $60,000 in place of restricted stock units. The compensation committee approved the substitute grant because shares remained unavailable under the company's 2019 Equity Incentive Plan.

Cash Award Mirrors Stock-Based Vesting Terms

The committee's action, taken on August 21, 2026, applies to all board members.

The eventual cash payout will match the fair market value of the underlying phantom RSUs at the time they vest, not the fixed $60,000 grant-date figure. Vesting occurs at the earlier of two triggers: the company's 2027 annual meeting of stockholders, or a change in control. Payment becomes due once either event occurs.

Structure Designed to Track Existing Director Policy

The substitute cash grant was built to replicate how RSUs would have vested under the company's current non-employee director compensation policy. Clayton Crolius, DNA X's Chief Financial Officer, signed the disclosure on August 27, 2026, on behalf of the company.

Because the payout floats with the stock's value at vesting rather than locking in the grant-date amount, the ultimate cash sum directors receive will depend on where the shares trade when the 2027 annual meeting or a change-in-control event occurs.

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Source(s)

  • https://www.sec.gov/Archives/edgar/data/1178697/000149315226040324/form8-k.htm