Boost Run approves RSU grants and cash bonus for executives

Boost Run Inc. disclosed on September 29, 2026, that its Compensation Committee approved time-based restricted stock unit (RSU) grants to three executive officers. The awards, issued under the company's 2026 Omnibus Incentive Plan, were valued based on the closing price of the company's Class A common stock on the grant date, which stood at $16.65 per share.

Erik Guckel, the company's Chief Financial Officer, received a grant of 2,890,000 RSUs valued at approximately $48,118,500. Harilaos Georgakopoulos, Chief Operating Officer, was granted 300,000 RSUs with a fair value of approximately $4,995,000. Daniel Gormley-Rahn, Chief Technology Officer, received 1,400,000 RSUs valued at approximately $23,310,000. These grants constitute material compensatory arrangements reportable under Item 5.02(e) of the Form 8-K.

The vesting schedules for the executives differ in structure and timing. Guckel's RSUs will vest 40% on May 15, 2027, with the remaining 60% vesting in eight substantially equal quarterly installments through June 15, 2029. Georgakopoulos's award will vest in three substantially equal annual installments on September 29 of 2027, 2028, and 2029. Gormley-Rahn's RSUs will vest in nine substantially equal quarterly installments starting May 15, 2027 and running through June 15, 2029. All awards are subject to the recipients' continued service through each applicable vesting date.

The company stated that Guckel's employment was a condition precedent to the closing of the business combination between Willow Lane Acquisition Corp. and Boost Run Holdings, LLC. The filing notes the award recognizes his leadership in the SPAC transaction and his role in establishing the company's finance function as a pre-transaction senior executive who held no founder shares. The grant to Gormley-Rahn was intended to provide additional incentive for his leadership over the company's GPU deployments and in preparation for expanded responsibilities within the organization.

In a separate action on the same date, the Board of Directors approved a one-time special cash recognition award of $1,000,000 to Georgakopoulos. This cash award is not part of the 2026 Omnibus Incentive Plan and was approved by disinterested directors after Georgakopoulos recused himself from deliberations and voting. The $1 million is payable in three installments: $500,000 on October 15, 2026; $300,000 on January 15, 2027; and $200,000 on April 15, 2027.

Payment of each installment requires Georgakopoulos to maintain continued employment in good standing and satisfactory performance as Chief Operating Officer or in another executive-level position. If he voluntarily resigns or is terminated for cause before the twenty-four-month anniversary of the first payment date, all unpaid installments will be forfeited and he must repay any previously received gross amounts. Conversely, if his employment terminates due to death or disability, all unpaid installments will accelerate and become payable subject to the execution of a release of claims.