Safe Pro Group Inc. 8-K

What Happened
Safe Pro Group Inc. announced on April 1, 2026 that it appointed Jarret Mathews as Chief Operating Officer under a two‑year employment agreement (automatic one‑year renewals unless timely non‑renewed). The company also entered into a Third Amendment to the employment agreement of CFO Theresa Carlise effective April 1, 2026 to revise her compensation and benefits.

Key Details

• Jarret Mathews appointment effective April 1, 2026: initial two‑year term with automatic one‑year renewals unless 30 days’ notice given. Annual base salary $200,000; home‑office allowance $1,000/month; $50,000 commencement cash bonus. Eligible for annual cash bonus up to 100% of base salary.
• Equity and incentive package for Mathews: immediate acceleration of vesting on an existing 15,000‑share award; an inducement grant of 20,000 restricted shares (outside the 2025 Stock Plan under Nasdaq Rule 5635(c)(4)); eligibility for annual stock option awards to buy 75,000 shares (vesting quarterly over one year); performance‑based options of 50,000 / 50,000 / 100,000 options upon single‑year revenues of $5M / $10M / $20M, respectively.
• Limited severance: if terminated without Cause or he resigns for Good Reason (and signs a release), Mathews will receive two months of continued base salary.
• CFO Theresa Carlise amendment (effective April 1, 2026): annual base salary set to $225,000; $1,000/month automobile allowance; company pays 100% of her health insurance premium or, if no company plan, a $2,000/month medical allowance. Other terms of her prior agreement remain in effect.
• Background & disclosures: Mathews (age 50) previously led Phase Zero Consulting and served as a U.S. Army acquisitions officer; no family relationships or reportable related‑party transactions disclosed.

Why It Matters
These changes update Safe Pro’s senior management compensation and add a new operating executive, which can affect execution and costs going forward. Mathews’ pay package combines cash and equity incentives tied to revenue milestones, aligning his pay with company growth targets but also introducing potential equity dilution. The CFO’s higher salary and expanded benefits raise operating expenses modestly. Investors should note the specific revenue‑linked option awards (which become meaningful only if revenue targets are met) and the short severance protection disclosed.