Innodata Inc. filed a Form 8-K on September 15, 2026, disclosing that its Board of Directors elected Admiral Michael S. Rogers as an independent director, effective September 10, 2026.

Key Highlights

  • New director elected: Admiral Michael S. Rogers was elected to serve as an independent director of Innodata Inc., effective September 10, 2026.
  • Annual cash retainer: Admiral Rogers will receive compensation at the rate of $75,000 per annum, paid in equal monthly installments.
  • Equity grant: Admiral Rogers will also receive a prorated equity grant under the Company's Amended and Restated Innodata Inc. Equity Compensation Plan, based on his appointment date.
  • Independence confirmed: The Board determined Admiral Rogers is "independent" in accordance with applicable SEC and Nasdaq Stock Market rules.
  • Committee assignments pending: As of the filing date, no determination had been made as to which Board committees Admiral Rogers will join.
  • Indemnification agreement: Admiral Rogers and the Company entered into a customary indemnification agreement, a form of which was previously filed with the SEC on February 23, 2022.

Innodata Board Adds Admiral Rogers as Independent Director

According to the filing, Innodata Inc. (NASDAQ:INOD) disclosed that its Board of Directors elected Admiral Michael S. Rogers as an independent director on September 10, 2026. The company reported that there is no arrangement or understanding between Admiral Rogers and any other persons pursuant to which he was selected, and that no family relationships exist between Admiral Rogers and any director or executive officer of the company.

The filing states that Admiral Rogers will be compensated consistent with the company's policies for non-employee directors, receiving $75,000 per annum in equal monthly installments. He will also receive an equity grant under the Company's Amended and Restated Innodata Inc. Equity Compensation Plan, prorated based on his appointment date, with the grant to be determined and administered by the company's management. The company also reimburses independent directors for travel and other out-of-pocket expenses associated with attending in-person board meetings.

The filing further notes that Admiral Rogers has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions currently proposed. As of the filing date, the company reported that no committee assignments had yet been determined. A press release announcing the appointment, dated September 15, 2026, was attached as Exhibit 99.1.

What Was Disclosed

Innodata Inc. disclosed the election of Admiral Michael S. Rogers as an independent director effective September 10, 2026, along with his compensation terms, the absence of any conflicting arrangements or relationships, and the execution of a customary indemnification agreement.