Karbon-X Corp. Announces Entry into Material Consulting Agreement with CEO Chad Clovis
Key Highlights
- Karbon-X Corp. (KARX) has approved a significant Executive Consulting Agreement with its Chief Executive Officer, Chad Clovis, effective May 18, 2026.
- The agreement outlines a new compensation structure for Mr. Clovis, including equity incentives and a substantial milestone bonus, which may have implications for the company’s share value.
- The agreement includes potential acceleration of equity vesting and a cash/equity milestone bonus contingent on major corporate events, such as a NASDAQ listing or a Change of Control event.
Details of the Consulting Agreement
Approval and Parties: On May 29, 2026, the Board of Directors of Karbon-X Corp. approved a new Consulting Agreement with CEO Chad Clovis. The agreement formalizes Mr. Clovis’s ongoing role as a senior executive consultant to the company.
Compensation and Incentives
- Stock Option Grant: Mr. Clovis will be granted 1,500,000 employee stock options under Karbon-X Corp.’s 2024 Employee, Director, and Consultant Stock Option Plan. The terms of these options are detailed in a separate Stock Option Agreement (Exhibit A).
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Milestone Bonus: Mr. Clovis is eligible for a deferred milestone bonus of USD \$150,000, payable upon the earlier of:
- (i) The company’s successful listing on the NASDAQ Stock Market; or
- (ii) The completion of a merger, acquisition, or Change of Control involving the company, subject to Board approval.
This bonus can be paid in cash or converted to equity at fair market value or VWAP, at Mr. Clovis’s election, subject to Board approval and compliance with securities laws and equity plan rules.
- Equity Acceleration upon Change of Control: In the event of a qualifying Change in Control (including certain mergers, consolidations, or acquisitions resulting in shareholders owning less than 50% of the surviving entity), any unvested but outstanding options held by Mr. Clovis will become fully vested and exercisable for up to 12 months.
- Other Benefits: Mr. Clovis may participate in all other employee benefit plans and programs offered to executive employees, as determined by the company.
- Expense Reimbursement: The company will reimburse Mr. Clovis for all reasonable business-related expenses incurred in performing his consulting duties, subject to Board review and company policy.
Consulting Terms and Duties
- Manner of Consulting: Mr. Clovis is required to faithfully, diligently, and competently perform his responsibilities and duties for Karbon-X Corp.
- Location Flexibility: Mr. Clovis is permitted to work from any location he deems appropriate and acknowledges that travel to jurisdictions where the company operates may be required.
- Outside Interests: Subject to confidentiality obligations, Mr. Clovis is allowed to engage in other business ventures and is not required to devote his full-time attention to Karbon-X Corp.
- Waiver of Certain Fiduciary Duties: The agreement expressly waives certain fiduciary duties to the extent permitted by law, clarifying that Mr. Clovis is not liable for the company’s debts and has no fiduciary responsibility for business ventures outside his engagement with Karbon-X.
- Indemnification: The Board of Directors will authorize the advancement of expenses (including legal fees) incurred by Mr. Clovis in defending claims arising from his service, to the fullest extent permitted by law.
Termination and Resignation
- Resignations: Upon termination of the consulting relationship for any reason, Mr. Clovis will be deemed to have resigned from all positions as director or officer of Karbon-X Corp. and its affiliates.
Legal and Administrative Provisions
- Governing Law: The agreement is governed by the laws of the State of Nevada.
- Assignment: The agreement may not be assigned by either party.
- Notices: Communications under the agreement must be in writing and are deemed given upon delivery by hand, courier, or acknowledged electronic mail.
Potential Impact on Shareholders and Share Price
- Equity Dilution: The grant of 1,500,000 stock options to the CEO may result in future equity dilution, which shareholders should monitor.
- Milestone Bonus Conditions: The bonus structure incentivizes management to pursue a NASDAQ uplisting or a Change of Control event, both of which could be transformative and strongly impact the company’s valuation and share price.
- Change of Control Provisions: Full acceleration of unvested options in the event of a Change of Control could significantly impact executive alignment and potential takeover scenarios.
- Governance and Fiduciary Adjustments: The waiver of certain fiduciary duties and allowance for outside business interests for the CEO are unusual for a public company and may raise governance questions among institutional investors.
Board Approval and Signatories
The agreement was executed by Board members Brett Hull and Justin Bourque, along with CEO Chad Clovis.
Conclusion
This new executive consulting agreement is a material event for Karbon-X Corp. Shareholders should carefully consider the compensation incentives, potential dilution, and strategic directions implied by the milestone bonus and Change of Control provisions. The focus on a NASDAQ uplisting or transformative transaction may create significant share price volatility and potential upside or downside, depending on future corporate developments.
Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions. The author and publisher are not responsible for any actions taken based on this article.
