Business Context and Reporting Period
This Form 8-K Current Report was filed by Newton Golf Company, Inc. (NWTG) on June 13, 2025, reporting events occurring on June 9 and June 10, 2025. The filing addresses a significant change in executive leadership, specifically the departure of the Chief Financial Officer and the appointment of a successor.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
- Departure of CFO: Ryan Stearns ceased to serve as Chief Financial Officer, principal financial officer, and principal accounting officer effective June 9, 2025. He is not entitled to severance or post-termination benefits.
- Appointment of New CFO: Jeff Clayborne was appointed as Chief Financial Officer, principal financial officer, and principal accounting officer, effective June 10, 2025.
Compensation, Outlook, and Risks
New CFO Compensation Package
- Base Salary: $225,000 per year.
- Short-Term Incentive: Target bonus of 75% of base salary ($168,750), with a threshold of 50% and a maximum of 125%.
- Signing Bonus: One-time payment of $50,000, subject to repayment if employment ends before the one-year anniversary.
- Health Stipend: $1,100 per month until group health coverage is available or one year passes.
- Long-Term Incentive: An initial award with a maximum value of $275,000. This is structured as performance-based restricted stock units (PSUs) tied to market capitalization goals over three fiscal years, contingent on shareholder approval of an amended 2022 Equity Plan. If shareholder approval is not obtained, the award converts to a cash long-term incentive of $275,000 with identical vesting conditions.
- Future Equity: Starting in 2026, annual equity grants are expected to be valued at 75% of base salary, subject to shareholder approval.
Risks and Contingencies
- The long-term equity award is contingent on shareholder approval at the 2025 Annual Meeting.
- The signing bonus is subject to a clawback provision if the executive departs within one year.
Investor Verification Checklist
- Verify the outcome of the shareholder vote on the amended 2022 Equity Plan at the 2025 Annual Meeting to confirm if the $275,000 award will be issued as stock or cash.
- Review the full text of the Offer Letter (Exhibit 10.1) for specific performance metrics regarding the market capitalization goals.
- Monitor future filings for the formal grant date and share count of the PSU award.
- Confirm the timeline for the implementation of the company's group health plan to determine the duration of the $1,100 monthly stipend.