Z Squared Inc. filed a Form 8-K on November 3, 2026, disclosing the election of its Chief Technology Officer, Jeffery Harris, to the company's Board of Directors, effective November 3, 2026.

Key Highlights

  • Board seat filled: Jeffery Harris, age 40, was elected as a director on November 3, 2026, filling the vacancy created by Michelle Burke's resignation effective May 22, 2026.
  • Board composition: Following the election, the Board consists of five directors, with three - Adam Sohn, Bryan Fuerst, and Kenneth Cooper - qualifying as independent directors.
  • No additional compensation: Because Harris is an employee, he will not receive any additional compensation for his board service under the company's Non-Employee Director Compensation Program.
  • Related person interests: Harris holds an indirect minority membership interest in Paradox Infrastructure LLC and a 24% membership interest in Paradox Energy LLC, an affiliate of Paradox Infrastructure LLC.
  • No committee appointments: Harris has not been appointed to, and is not expected to be named to, any committee of the Board.
  • CTO tenure: Harris has served as the company's Chief Technology Officer since June 24, 2026, following Z Squared's acquisition of Paradox Data, LLC on September 8, 2026.

Jeffery Harris Joins Z Squared Board as Insider Director

According to the filing, the Board of Directors of Z Squared Inc. (NASDAQ:ZSQR) elected Jeffery Harris as a director on November 3, 2026, upon the recommendation of the Nominating and Corporate Governance Committee. The seat had been vacant since Michelle Burke resigned as a director effective May 22, 2026, as previously reported in a Current Report on Form 8-K filed with the SEC on that date. Harris will serve until the company's next annual meeting of stockholders at which directors are elected, or until his earlier death, resignation, disqualification, or removal, the filing stated.

The filing disclosed that because Harris is an employee and executive officer of the company, the Board determined he does not qualify as an "independent director" under Nasdaq Listing Rule 5605(a)(2). With three of five directors remaining independent, the company reported that a majority of the Board continues to meet the independence requirement under Nasdaq Listing Rule 5605(b)(1). The membership of the Audit Committee, Compensation Committee, and NCG Committee remains unchanged, according to the filing.

The filing described Harris's background as including service as Chief Technology Officer of Paradox Data, LLC beginning in May 2025, before the company acquired that entity on September 8, 2026. Prior to that, he served as Chief Executive Officer of Paradox Infrastructure from April 2022 to May 2025, and as Chief Executive Officer of Xero Labs from April 2020 to December 2021. The filing noted that Harris studied electronics engineering and cryptography engineering at the United States Military Aviation Institute and completed early technical work in the U.S. Navy's Micro-Miniature Electronics program. The filing also disclosed that the company continues to have ongoing commercial and transactional relationships with Paradox Infrastructure LLC and Paradox Energy LLC, entities in which Harris holds membership interests, and that the NCG Committee and Board considered these relationships in connection with his election.

What Was Disclosed

Z Squared Inc. reported the election of its Chief Technology Officer, Jeffery Harris, to the Board of Directors effective November 3, 2026, to fill a vacancy left by a prior resignation. The filing detailed his background, compensation treatment, independence status, and related person interests.