Newton Golf Company, Inc. 8-K

What Happened

• On January 30, 2026, Newton Golf Company’s Board increased its size from four to five members and appointed John Bode as an independent director, effective the same date. Mr. Bode was also named to the Board’s Audit Committee and will serve until the 2026 annual meeting. As part of the Company’s non-employee director program (effective Jan 1, 2026) he will receive a pro‑rata annual cash retainer of $30,000 (paid quarterly in arrears), an annual RSU grant with a grant-date fair value of $37,500 (vests after 12 months), and received an initial RSU award with a grant‑date fair value of $30,000 (also vests after 12 months).
• The Board also approved the appointment of Jeff Clayborne as Chief Financial Officer and Chief Operating Officer, effective January 30, 2026. Mr. Clayborne had previously been appointed CFO as of June 10, 2025. His background includes CFO roles at Perfect Moment (since Oct 2023) and SONDORS, Inc. (Mar 2022–Mar 2023), and CFO/Treasurer of Verb Technology (2016–2022). No changes to Mr. Clayborne’s compensation were made in connection with this appointment.

Key Details

• Board size increased from 4 to 5 members; John Bode appointed Jan 30, 2026.
• Director pay: $30,000 annual cash retainer (pro‑rata, quarterly in arrears); annual RSUs $37,500 (vest at 12 months); initial RSU award $30,000 (vests at 12 months).
• Jeff Clayborne named CFO & COO effective Jan 30, 2026; previously CFO since June 10, 2025.
• Filing states no related‑party arrangements or reportable transactions involving Mr. Bode or Mr. Clayborne.

Why It Matters

• Governance: Adding an independent director and placing him on the Audit Committee strengthens board oversight and audit governance, which investors often view positively.
• Compensation and dilution: Director pay includes equity (RSUs) that will dilute existing shareholders modestly when issued and vest after 12 months.
• Leadership continuity: Promoting Jeff Clayborne to COO while he remains CFO formalizes operational leadership under an executive already serving as CFO, signaling continuity in the company’s finance and operations management.