Rank One Computing Corporation filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 14, 2026, the Board of Directors (the “Board”) of Rank One Computing Corporation (the “Company”) appointed Dr. Kathleen L. Kiernan to serve as a member of the Board as an independent director. Dr. Kiernan’s appointment fills a newly created director position and is effective June 15, 2026. Dr. Kiernan will serve as a director until the Company’s next annual meeting of shareholders or until her successor is duly elected or appointed and qualified, or until her earlier death, resignation, or removal.
The Board has affirmatively determined that Dr. Kiernan qualifies as an “independent director” within the meaning of Nasdaq Listing Rule 5605(a)(2).
Dr. Kiernan, age 70, is a nationally recognized expert in biometrics, public safety technology, and national security policy. She previously served as President of NEC National Security Systems from 2021 to 2025 and has served in a transitional advisory role through June 2026. Dr. Kiernan is the founder and Chief Executive Officer of Kiernan Group Holdings, Inc., a women-owned global consulting firm specializing in intelligence, law enforcement, and national security, which she has led since 2009. She previously served as Assistant Director for the Office of Strategic Intelligence and Information at the U.S. Bureau of Alcohol, Tobacco and Firearms. Dr. Kiernan holds a Doctorate in Education (Northern Illinois University), a Master of Science in Strategic Intelligence (National Intelligence College), and a Master of Arts in International Transactions (George Mason University).
Dr. Kiernan will be compensated for her Board service in accordance with the Company’s director compensation program, which provides for an annual equity retainer of $50,000 in the form of restricted stock units and an annual cash retainer of $12,500, prorated for the portion of the fiscal year remaining as of June 15, 2026. The Company will also enter into its standard form of Director Indemnification Agreement with Dr. Kiernan.
There are no arrangements or understandings between Dr. Kiernan and any other persons pursuant to which Dr. Kiernan was selected as a director. Dr. Kiernan has no family relationship with any director or executive officer of the Company. Dr. Kiernan has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Indemnity Agreement | |
| 99.1 | Press Release of Rank One Computing Corporation, dated June 16, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RANK ONE COMPUTING CORPORATION | ||
| Date: June 16, 2026 | By: | /s/ B. Scott Swann |
| Name: | B. Scott Swann | |
| Title: | Chief Executive Officer | |
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