Newton Golf Company, Inc.

The table below summarizes the compensation earned for services rendered to us in all capacities, for the years indicated, by our named executive officers:

Executive Officer Compensation

Greg Campbell

In connection with Dr. Campbell’s appointment as the Company’s permanent Executive Chairman and Chief Executive Officer, Dr. Campbell received cash compensation of $240,000 per annum commencing July 1, 2024, and was also granted options to purchase 1,333 shares of the Company’s common stock at an exercise price of $160.20 per share. The option terminates on the earlier of seven years or six months from Dr. Campbell’s separation from the Company and vests monthly over 36 months. Dr. Campbell is paid an additional $30,000 per annum as Chairmen of the Board.

On December 18, 2025, the Company issued 200,000 RSUs with a fair value of $312,000. The RSUs were valued based on the market value of the Company’s common stock price on the grant date. The RSUs vest equally over three years from the grant date.

On March 27, 2026, Greg Campbell was terminated as the Company’s Executive Chairman and Chief Executive Officer, and as a result, he forfeited all of his outstanding unvested restricted stock units and stock options.

Akinobu Yorihiro

Akinobu Yorihiro, one of our co-founders, is a director, Interim Chief Executive Officer and Chief Technology Officer. Mr. Yorihiro was appointed the Company’s Interim Chief Executive Officer on March 27, 2026 and has served as a director and Chief Technology Officer since March 2018. Mr. Yorihiro also served as our Chief Financial Officer from March 2018 until February 2022. On December 20, 2024, the Board granted Mr. Yorihiro stock options to purchase 833 shares of the Company’s common stock at an exercise price of $9.60 per share with a fair value of $10,135 that vest over three years. His annual salary for 2024 was $200,000 and increased to $220,000 on January 1, 2025.

On December 18, 2025, the Company issued 225,000 RSUs with a fair value of $351,000. The RSUs were valued based on the market value of the Company’s common stock price on the grant date. The RSUs vest equally over three years from the grant date.

Jeff Clayborne

On June 10, 2025, the Company entered into an offer letter with Jeff Clayborne, dated June 9, 2025 (the “Offer Letter”), which sets forth certain terms and conditions of his employment. Pursuant to the Offer Letter, Mr. Clayborne receives an initial base salary of $225,000 per year. In addition, Mr. Clayborne is eligible to participate in the Company’s annual short-term cash incentive plan, with a target cash incentive bonus equal to 75% of his base salary (the “Target Bonus”) (with a threshold level payout of 50% of the Target Bonus and a maximum payout of 125% of the Target Bonus), prorated for the 2025 performance period. Mr. Clayborne also received (i) a one-time signing bonus of $50,000, subject to repayment upon a termination of employment for any reason prior to the one-year anniversary of his appointment date, and (ii) a stipend of $1,100 per month until the date that health coverage is first available to Company employees under a group health plan (or the one-year anniversary of his appointment date, if earlier). Mr. Clayborne also received performance stock units valued at $275,000, which vest in full 36 months after his date of hire.

On December 18, 2025, the Company issued 175,000 RSUs with a fair value of $273,000. The RSUs were valued based on the market value of the Company’s common stock price on the grant date. The RSUs vest equally over three years from Mr. Clayborne’s start date.

Change-in-Control Provisions

General Policy

It is our general policy that awards that vest over a term greater than one-year include provisions for acceleration upon a change-in-control.

Equity Compensation Plans

On March 18, 2022, the Company’s Board of Directors adopted the Company’s 2022 Equity Incentive Plan (the “Plan”) for its officers, employees, non-employee members of the Board of Directors, and consultants of the Company. The Plan authorized the granting of not more than 9,000,000 shares of the Company’s common stock.

On November 1, 2023, our stockholders approved an amendment to the Plan to increase the aggregate number of shares of our common stock issued, or to be issuable, under the 2022 Plan to 12,500,000 shares, including those previously issued or subject to outstanding awards under the 2022 Plan.

On February 16, 2025, our shareholders approved an amendment to the Plan to increase the aggregate number of shares of our common stock issued or to be issued under the Plan to 100,000 shares, including those previously issued or subject to outstanding awards under the Plan.

On December 18, 2025, our shareholders approved an amendment to the Plan to increase the aggregate number of shares of our common stock issued or to be issued under the Plan to 1,500,000 shares, including those previously issued or subject to outstanding awards under the Plan.

Outstanding Equity Awards at Year-End

The following table sets forth information regarding equity incentive plan awards for each named executive officer outstanding as of December 31, 2025:

Outstanding Equity Awards at Fiscal Year-End

Director Compensation

The following table sets forth summary information concerning the compensation we paid to non-employee directors during the fiscal year ended December 31, 2025.

The following table sets forth, for each non-employee director, certain information concerning outstanding equity awards as of December 31, 2025:

During fiscal 2025, the Company maintained a Director Compensation Policy under which non-employee directors were eligible to receive the following compensation.

Cash Compensation

Annual Board Member retainer: $ 25,000

Annual retainer for the Chairman: $ 30,000

Annual Committee Chair Retainer: $ 5,000

All cash compensation is earned on a fiscal year basis, divided equally and paid at the end of each quarter. Directors who commence service mid-quarter or who terminate service mid-quarter will receive pro-rated retainers to be paid at the end of the applicable quarter.

Equity Compensation

No equity was granted to non-employee directors in fiscal 2025.

Effective January 1, 2026, the Board adopted a Director Compensation Policy (the “Director Compensation Policy”) as set forth below.

This policy sets forth compensation payable to each non-employee member of the Board.

Non-employee members of the Board of Company shall be eligible to receive cash and equity compensation as set forth in this Director Compensation Policy. The cash compensation and stock awards described in this Director Compensation Policy shall be paid or be made, as applicable, automatically and without further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the Company (each, an “Independent Director”) who may be eligible to receive such cash compensation or stock awards, unless such Independent Director declines the receipt of such cash compensation or stock awards by written notice to the Chairman of the Board.

This Director Compensation Policy shall remain in effect until it is revised or rescinded by further action of the Board. The terms and conditions of this Director Compensation Policy shall supersede any prior cash or equity compensation arrangements between the Company and its directors.

Cash Compensation

Each non-employee director will be paid an annual retainer fee of $30,000, with additional retainer fees payable as follows:

Independent Chairman: $30,000

Independent lead director: $15,000

Chair of a committee of the board: $ 7,500

All cash compensation is earned on a fiscal year basis, divided equally and paid, at the end of each quarter. directors who commence service mid-quarter or who terminate service mid-quarter will receive pro-rated retainers to be paid at the end of the applicable quarter.

Equity Compensation

Each director will receive an annual grant of RSUs under the Company’s equity incentive plan with a value of $37,500. Annual director RSUs will be granted at each annual stockholders’ meeting with respect to services to be provided during the year following the annual meeting and vest on the 12-month anniversary of the grant date and otherwise will be subject to the terms and conditions of the equity plan and RSU award agreement. Director RSU grants will be made prospectively and will not be pro-rated.

Upon initial election or appointment to the Board, each new director will receive a new director equity grant of RSUs valued at $30,000, which will vest on the 12-month anniversary of the grant date (each, an “Initial Award”).

The number of RSUs subject to each grant will be calculated by dividing the value by the trailing 30-day volume-weighted average closing price for a share of Company common stock determined as of the grant date, rounded down to the nearest whole share.

Equity Compensation – True Up

The Board approved true up RSU grants to Ms. Casanta and Mr. Hoge with a value of $37,000, which shall vest on the one year anniversary of the grant date (the “True-Up Grants”). The True-Up Grants were approved since no equity was issued in 2025 in accordance with the previously Board adopted Director Compensation Policy.

The number of RSUs subject to the True-Up Grants and Initial Award shall be determined by dividing its value by the trailing 30-day volume-weighted average closing price for a share of Company common stock determined as of the grant date, rounded down to the nearest whole share.

Expense Reimbursement

Each of the non-employee directors will be entitled to receive reimbursement for reasonable expenses which they properly incur in connection with their functions and duties as a director, including travel expenses incurred to attend meetings. Directors are required to follow the same travel policies as the employees of the Company.

Amendments, Revision and Termination

This policy may be amended, revised or terminated by the Board at any time.

Compensation Clawback Policy

The Board of Directors believes that it is in the best interest of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board of Directors has therefore adopted a compensation recoupment policy, which provides for the recovery of erroneously awarded incentive compensation from the Company’s executive officers in the event of a triggering event, and which has been filed as an exhibit to this report.