SharonAI Holdings restructures Andrew Leece's role, executes Deed of Release ahead of new COO transition

$SHAZ is in focus after a Deed of Release filed September 8, 2026 repositioned Andrew Leece, a co-founder and former Chief Operating Officer of SharonAI Holdings Inc. (Nasdaq: SHAZ), into a new senior role covering the company's key customer, data center, and commercial relationships. The arrangement is effective as of September 7, and the next confirmable milestone is the RSU vesting schedule set out in Schedule 1 of the filing.

The transition was partly telegraphed. David Burns was named incoming COO in an 8-K filed August 27, 2026, roughly two weeks before SharonAI and its Australian subsidiary SharonAI Pty Ltd (ACN 645 215 194) executed the Deed of Release with Leece directly.

The compensation terms

Under the arrangement, Leece keeps his annual base salary of AUD$563,380, equivalent to approximately US$400,000 at an AUD/USD rate of 0.71, with statutory superannuation contributions excluded. He receives a fixed short-term incentive of AUD$422,535 for his service as COO, payable after December 31, 2026 on the same schedule as the company's customary STI cycle for other executives.

On equity, 151,219 unvested RSUs, designated the Retained RSUs under the SharonAI 2024 and 2025 Omnibus Equity Incentive Plans, continue vesting on their original terms. All RSUs outside that block are forfeited as of the Variation Date. Leece remains eligible for a variable incentive of up to 6,416 additional RSUs, subject to key performance indicators set by SharonAI. The engagement is now fixed-term, running to March 31, 2027 and terminating automatically on that date without notice from either side, though both parties may extend by mutual written agreement.

What the release covers

The Deed of Release provides mutual releases of claims for all matters up to the Variation Date, along with mutual non-disparagement and confidentiality obligations. Leece's indemnification agreement with the company, dated May 5, 2025, remains in force and is not limited by the new document.

Through an entity he controls, Leece beneficially owns 45,447 shares of SharonAI's Class B Super Voting Common Stock. That class, combined with shares held by other co-founders, carries significant voting weight in the company.

What to watch: Exhibit 10.1 of the September 8 Form 8-K is the full Deed of Release, with Schedule 1 setting out the vesting timeline for the 151,219 Retained RSUs that define Leece's remaining equity position in the transition.