Current Report · Items 7.01, 8.01, 9.01 · 8-K
Innventure, Inc.
INVNASDAQEQUITYCurrent
Regulation FD Disclosure · Other Events
Item 7.01 Regulation FD Disclosure. A copy of a press release by Innventure, Inc. (the “Company”) announcing the appointment of Bruce Brown to serve as the Company’s first Lead Independent Director is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.…
Filed Nov 18, 2025Accepted Nov 18, 2025, 4:37 PM ESTCIK 2001557Accession 0001628280-25-052929
Company context
Innventure (NASDAQ: INV), an industrial growth conglomerate, focuses on building companies with billion-dollar valuations by commercializing breakthrough technology solutions. By systematically creating and operating industrial enterprises from the ground up, Innventure participates in early-stage economics and provides industrial operating expertise designed for global scale. Innventure’s approach seeks to uniquely bridge the ”Valley of Death" between corporate innovation and commercialization through its distinctive combination of value-driven multinational partnerships, operational experience, and capital-intensive scale-up expertise.
Current securities
Disclosure sections
Items 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
A copy of a press release by Innventure, Inc. (the “Company”) announcing the appointment of Bruce Brown to serve as the Company’s first Lead Independent Director is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information provided herein shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
Appointment of Lead Independent Director
On November 12, 2025, the Company’s Board of Directors (the “Board”), following a recommendation made by the Nominating and Corporate Governance Committee of the Board, appointed Bruce Brown to serve as the Company’s first Lead Independent Director, effective immediately. Mr. Brown has served as an independent member of the Board since October 2, 2024 and currently serves as Chairman of the Compensation Committee and as a member of the Nominating and Governance Committee.
In this newly established role, the Lead Independent Director will, among other things, (i) develop, in collaboration with the Chairman of the Board and Chief Executive Officer, an annual set of topics to be addressed in Board agendas, with a focus on the areas of board responsibility; (ii) review and consult with the Chairman on the quality, quantity and timeliness of information sent to the Board; (iii) preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; (iv) serve as a liaison between the Chairman and the independent directors; (v) maintain availability for communications with major stockholders and other stakeholders, as appropriate; (vi) serve as interim chairman in the event of an unforeseen vacancy in the chairmanship; and (vii) perform such other duties and functions as the Board deems appropriate.
Mr. Brown’s initial term as the Lead Independent Director will be for a period of two years or until his successor is selected by the Board.
Amendment of Non-Management Director Compensation Plan
On November 14, 2025, the Board approved an amendment and restatement of the Company’s Non-Management Director Compensation Plan (as amended, the “Plan”) to provide for additional compensation for the Board’s Lead Independent Director.
Under the amendment, effective as of November 14, 2025, the Lead Independent Director will receive an annual retainer of $30,000 in respect of such service (the “Lead Independent Director Retainer”), earned on a quarterly basis based on a calendar quarter and paid by the Company in arrears ($7,500 per quarter) no later than the fifteenth day following the end of each calendar quarter. The Lead Independent Director Retainer shall be prorated in the event that a Participant serves as the Lead Independent Director for a portion of any calendar quarter based on the number of days of service during such calendar quarter. The Lead Independent Director may elect that all or a specified percentage of the Lead Independent Director Retainer that would otherwise be payable in cash shall instead be paid in the form of fully vested Common Stock of the Company in accordance with the Plan.
The amendment and restatement of the Plan did not otherwise modify the compensation of the Company’s non-management directors.
A copy of the Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Filed exhibits (1)
EX-4.1 (by filename) ex41brucebrownreleasefinal.htmEX-4.1
2
ex41brucebrownreleasefinal.htm
EX-4.1
Document
Innventure Strengthens Corporate Governance with Appointment of Bruce Brown as Lead Independent Director
ORLANDO, Fla., Nov. 18, 2025 (GLOBE NEWSWIRE) -- Innventure, Inc. (Nasdaq: INV), an industrial growth conglomerate that commercializes breakthrough technologies, today announced that its Board of Directors has appointed Bruce Brown to serve as the Company's first Lead Independent Director, effective immediately.
The establishment of this new leadership position reflects Innventure's commitment to strong corporate governance practices and enhanced independent board oversight as the Company continues to scale its family of technology-driven businesses.
"As Innventure matures as a public company, establishing a Lead Independent Director role is a natural evolution of our governance structure," said Innventure CEO Bill Haskell. "Bruce's extensive corporate and Board experience and his deep understanding of our business model make him ideally suited to serve in this capacity."
Mr. Brown brings decades of leadership experience in innovation and technology commercialization, having served as Chief Technology Officer of Pr…
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