8-K: Newton Golf Appoints Jeff Clayborne as New Chief Financial Officer to Drive Growth and Financial Strategy

Newton Golf Company, Inc. announced the appointment of Jeff Clayborne as its new Chief Financial Officer, principal financial officer, and principal accounting officer, effective June 10, 2025, succeeding Ryan Stearns.

Summary

• Newton Golf Company, Inc. has appointed Jeff Clayborne, age 53, as its Chief Financial Officer, principal financial officer, and principal accounting officer, effective June 10, 2025.
• Mr. Clayborne succeeds Ryan Stearns, who ceased to be the Chief Financial Officer effective June 9, 2025, and is not entitled to severance or post-termination benefits.
• Mr. Clayborne brings over 30 years of senior financial leadership experience, most recently serving as CFO of Perfect Moment and holding roles at Healthy Extracts Inc., SONDORS, Inc., and Verb Technology Company, Inc.
• His compensation package includes an initial base salary of $225,000 per year.
• He is eligible for an annual short-term cash incentive bonus with a target of 75% of his base salary ($168,750), with a threshold of 50% and a maximum of 125% of the target, prorated for 2025.
• He will receive a one-time signing bonus of $50,000, subject to repayment if employment terminates within one year of the appointment date.
• A monthly stipend of $1,100 will be provided until group health coverage is available or for one year, whichever is earlier.
• Subject to shareholder approval of an amended 2022 Equity Plan, Mr. Clayborne will receive an initial equity award of performance-based restricted stock units (PSUs) with a maximum value of $275,000, vesting over three fiscal years based on market capitalization goals and continued service.
• If shareholder approval for the PSUs is not obtained or shares are insufficient, he will receive a $275,000 cash long-term incentive award with the same vesting conditions.
• Beginning in 2026, subject to shareholder approval, he will be eligible for annual equity grants expected to be valued at 75% of his base salary for 2026 and 2027.

Sentiment

Score: 7

Explanation: The appointment of a highly experienced CFO with a strong track record in relevant industries and financial operations is a positive development for the company's strategic growth and financial management. The compensation package is competitive and includes performance-based incentives.

Positives

• The appointment of Jeff Clayborne, an experienced CFO with over 30 years of senior financial leadership across public and private companies, is a significant positive.
• Mr. Clayborne's track record includes leading a successful IPO, restructuring balance sheets, and implementing operational improvements that enhanced margins and cash flow at Perfect Moment.
• His expertise in integrating e-commerce platforms like Shopify and NetSuite is crucial for scaling Newton Golf's direct-to-consumer (DTC) and enterprise systems.
• His background with consumer brands and DTC strategy is a strong cultural and strategic fit for Newton Golf's ambitions to expand its DTC footprint and accelerate international growth.
• Mr. Clayborne previously oversaw a Nasdaq uplisting and secured over $100 million in capital through multiple financing rounds at Verb Technology Company, Inc.

Negatives

• The outgoing CFO, Ryan Stearns, is not entitled to any severance or post-termination compensation, which could suggest a non-amicable or performance-related departure, though no specific reason was provided.
• The new CFO's initial equity award and future annual grants are contingent on shareholder approval of an amended equity plan, and if not approved, the equity award converts to a cash award, potentially diluting long-term equity alignment.

Risks

• The initial equity award and future annual equity grants for the new CFO are subject to shareholder approval of an amended and restated 2022 Equity Plan; failure to obtain this approval will result in a cash long-term incentive award instead of equity.
• General economic, financial, and business conditions could impact the company's performance.
• Changes in consumer demand and industry trends may affect the golf equipment market.
• The Company's ability to successfully implement its strategic initiatives, including expanding its DTC footprint and international growth, carries inherent risks.
• Competition within the golf equipment market poses a continuous challenge.
• Potential supply chain disruptions could impact manufacturing and product availability.
• Regulatory compliance and legal proceedings are ongoing risks for the company.

Future Outlook

The company anticipates that Jeff Clayborne's financial leadership will support its next phase of growth, including expanding its direct-to-consumer footprint, accelerating international growth, and optimizing financial performance. Future annual equity grants for Mr. Clayborne are expected in 2026 and 2027, subject to shareholder approval.

Management Comments

• "Jeff is exactly the kind of business-minded, operationally focused CFO we need as we enter this next phase of growth." Dr. Greg Campbell, Executive Chairman and Chief Executive Officer of Newton Golf.
• "His track record of building disciplined financial organizations and driving strong margin performance is critical as we scale." Dr. Greg Campbell.
• "Just as important, his experience with consumer brands and direct-to-consumer strategy makes him a strong cultural and strategic fit for Newton." Dr. Greg Campbell.
• "I am honored to join Newton Golf at such an exciting and pivotal time in its journey." Mr. Clayborne.
• "The Company's commitment to innovation, product excellence, and U.S.-based manufacturing sets it apart in the golf equipment market." Mr. Clayborne.
• "I look forward to working with the leadership team to strengthen Newton's financial foundation and support its growth ambitions." Mr. Clayborne.

Industry Context

The appointment of Jeff Clayborne, with his extensive experience in consumer products, technology, and direct-to-consumer (DTC) strategies, positions Newton Golf to capitalize on trends towards online sales and brand building in the golf equipment market. His background in scaling systems and optimizing financial performance aligns with the company's stated goal of accelerating international growth and expanding its DTC footprint, which are common strategic objectives for consumer-facing brands in competitive industries.

Comparison to Industry Standards

• Mr. Clayborne led Perfect Moment (NYSE American: PMNT) through a successful IPO, restructured its balance sheet, and implemented operational improvements that enhanced margins and cash flow.
• He previously led the integration of Shopify at SONDORS and implemented NetSuite at Verb Technology, providing platform expertise critical to scaling direct-to-consumer and enterprise systems.
• At Verb Technology Company, Inc. (NASDAQ: VERB), he oversaw a successful uplisting to Nasdaq and secured over $100 million in capital through multiple financing rounds.
• He held senior financial leadership roles at Universal Music Group and The Walt Disney Company, managing large-scale financial operations, leading M&A transactions, and spearheading global business transformations.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Potential positive impact from experienced financial leadership aimed at improving financial performance and growth; potential dilution from new equity grants if approved; clarity on executive compensation structure.
• Employees: New leadership in the finance department; potential for improved financial stability and strategic direction.
• Customers: Indirect positive impact if improved financial performance leads to better products or services.
• Suppliers: Indirect positive impact from a more stable and growing company.
• Creditors: Potential positive impact from stronger financial management and capital markets strategy.

Next Steps

• Jeff Clayborne's employment as Chief Financial Officer is effective June 10, 2025 (or June 16, 2025 as per offer letter).
• Shareholder approval of an amended and restated 2022 Equity Plan is required at the 2025 annual meeting for Jeff Clayborne's initial equity award and future annual grants.
• Jeff Clayborne will participate in the company's annual short-term cash incentive plan for the 2025 performance period (prorated).
• Jeff Clayborne is to receive a one-time signing bonus within thirty calendar days after his employment start date.
• Jeff Clayborne will receive a monthly stipend until group health coverage is available or for one year.
• The company plans to continue its growth strategy, including expanding its direct-to-consumer footprint and accelerating international growth.

Key Dates

Recommendation

Keywords

Newton Golf, Chief Financial Officer, CFO appointment, Jeff Clayborne, Executive compensation, Corporate governance, SEC filing, 8-K, Golf equipment, Financial operations, Direct-to-consumer, Performance stock units, Equity plan, Nasdaq