Elauwit Connection, Inc. 8-K

What Happened
Elauwit Connection, Inc. announced that its Board appointed James Philippe Di Bartolo II as Chief Financial Officer, effective April 2, 2026. Mr. Di Bartolo, age 38, joins from Goldman Sachs & Co. (most recently Vice President, Structured Investing Group, Oct 2024–Mar 2026) and has prior experience at Barclays, Lazard, Varadero Capital and other roles at Goldman Sachs. His employment agreement runs through April 2, 2029, with a $240,000 annual base salary, eligibility for an annual cash bonus, a one-time sign‑on restricted stock unit award with a grant‑date fair value of $50,000 (vesting over one year), and standard executive benefits, restrictive covenants and indemnification. The company released prior CFO Sean Arnette from his role effective April 2, 2026; he is entitled to payments consistent with termination without cause under his agreement. The company issued a press release on April 1, 2026.

Key Details

• CFO effective date: April 2, 2026; employment term through April 2, 2029; base salary $240,000; $50,000 RSU sign‑on award vesting over one year.
• Mr. Di Bartolo’s recent roles include Goldman Sachs (VP, Structured Investing Group, Oct 2024–Mar 2026) and Barclays (VP, Strategic Transactions Group, Jun 2021–Oct 2024).
• Related‑party note: Mr. Di Bartolo is a one‑third member of Endurance Financial LLC, which is connected to the Company’s financing arrangements (previously disclosed in the Form 10‑K).
• Compensation program: the Compensation Committee established a 2026 annual incentive award program using performance‑based restricted stock units (PSUs) and cash. For 2026, payouts are 75% PSUs / 25% cash (or 100% PSUs if elected). PSUs cliff‑vest after three years. Key performance metrics: gross revenue, EBITDA, contracted units and Google review metrics. Barry Rubens and Taylor Jones can earn up to 50% of base salary at maximum performance.

Why It Matters
A CFO change affects financial leadership, reporting and capital strategy; Mr. Di Bartolo’s hire brings investment‑banking and structured‑finance experience. The compensation package mixes cash and equity, aligning the new CFO with stock‑based incentives while limiting immediate dilution (one‑year vesting on sign‑on RSUs). Investors should note the related‑party connection to Endurance Financial LLC disclosed in the filing, and the potential near‑term cash/severance cost tied to the prior CFO’s departure. The new annual incentive program ties executive pay to revenue, EBITDA, contracted units and consumer feedback (Google reviews), which links management compensation to both financial and operational performance over multi‑year vesting periods.