Form 4: CXApp Director Camillo Martino Receives 200,000 Restricted Stock Units as Annual Compensation

CXApp Inc. Director Camillo Martino was granted 200,000 Restricted Stock Units (RSUs) as part of his annual compensation, vesting on the first anniversary of the grant date.

Summary

• On May 23, 2025, Camillo Martino, a Director of CXApp Inc. (CXAI), was granted 200,000 Restricted Stock Units (RSUs).
• This grant is part of the annual compensation package for his service as a director of the company.
• Each RSU represents a contingent right to receive one share of CXApp Inc.'s Class A common stock.
• The RSUs will vest in full on May 23, 2026, which is the first anniversary of the grant date, provided Mr. Martino continues to serve as a director through that date.
• Following this transaction, Mr. Martino beneficially owns 467,755 shares of Class A Common Stock.

Sentiment

Score: 7

Explanation: The sentiment is positive as it indicates routine and expected compensation for a director, aligning their interests with the company's performance. It does not suggest any negative operational or financial issues for the company.

Positives

• The grant of Restricted Stock Units aligns the director's interests with those of the shareholders, as the value of his compensation is tied to the company's stock performance.
• It represents a standard method of compensating directors, indicating stable corporate governance practices regarding executive and board remuneration.

Risks

• The value of the granted RSUs is subject to the future market price of CXApp Inc.'s Class A common stock, meaning the actual realized value could be lower than the current implied value if the stock price declines.
• The RSUs are subject to a vesting condition, requiring continued service as a director for one year; failure to meet this condition would result in forfeiture of the unvested units.

Future Outlook

The granted Restricted Stock Units are set to vest on May 23, 2026, contingent upon the director's continued service, which will result in the issuance of Class A common stock at that time.

Management Comments

• The Reporting Person was granted 200,000 Restricted Stock Units ('RSUs') as part of the annual compensation package for serving as a director of the Company.

Industry Context

The grant of Restricted Stock Units to a director is a common practice in the technology and public company sectors, serving to align the interests of board members with long-term shareholder value creation. This type of equity compensation is a standard component of director remuneration across various industries.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) for director compensation is a widely adopted practice across publicly traded companies, including those in the software and technology sectors, such as Salesforce, Microsoft, and Adobe, which frequently use equity grants to incentivize and retain key personnel and board members.
• The vesting schedule of one year is typical for annual director equity grants, aiming to ensure continued commitment and alignment over a reasonable period.
• While the specific number of units granted (200,000) would need to be evaluated against CXApp's market capitalization and peer group compensation benchmarks to determine if it's above, below, or in line with industry averages, the mechanism itself is standard.

Corporate Governance

Related Party Transactions

• The grant of 200,000 Restricted Stock Units to Camillo Martino, a director of CXApp Inc., constitutes a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The grant of RSUs could lead to minor future dilution upon vesting, but it also serves to align the director's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved governance and strategic oversight.
• Employees: No direct impact on employees is indicated by this specific filing.
• Customers: No direct impact on customers is indicated by this specific filing.
• Suppliers: No direct impact on suppliers is indicated by this specific filing.
• Creditors: No direct impact on creditors is indicated by this specific filing.

Next Steps

• The 200,000 Restricted Stock Units are scheduled to vest on May 23, 2026, contingent on the director's continued service.

Key Dates

Keywords

CXApp Inc., CXAI, Form 4, SEC filing, Restricted Stock Units, RSU, director compensation, insider transaction, equity grant, corporate governance