Joy Mbanugo
About Joy Mbanugo
Joy L. Mbanugo is Chief Financial Officer of CXApp Inc. (CXAI), appointed effective August 19, 2024; she serves as principal financial officer and reports to the CEO . She is 43 years old and previously held leadership roles at ServiceRocket (CFO), Google (Cloud Partnerships FP&A, Controllership—Finance Systems, and Treasury/Tax), BlackRock (Capital Markets–Tax), and EY (audit/tax) . She holds a J.D. (Cleveland State University), a Master of Accountancy (Case Western Reserve), and dual B.S. degrees in Accountancy and Black World Studies (Miami University) . Company performance in FY2024 (her first year as CFO) showed revenue of $7.142M (down ~3% from 2023 non-GAAP combined), gross margin improvement to 82% (from 76%), operating expenses reduced to $19.6M (from $58.2M), and net loss narrowed to $19.4M (from $53.6M) . These results provide context but are not solely attributable to any one executive .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ServiceRocket | Chief Financial Officer | Feb 2023 – Aug 2024 | Optimized EBITDA via cost management/cash preservation; aligned financial resources with GTM to drive topline growth . |
| Cloud Partnerships FP&A and reporting | May 2021 – Feb 2023 | Optimized margins on major deals; contributed to one of Alphabet’s largest financial systems transformations improving global financial efficiency/BI . | |
| Controllership – Finance Systems, Transformation, Integration | Sep 2019 – May 2021 | Organized Alphabet’s financial data in controllership; drove transformation initiatives . | |
| Treasury and Tax | Mar 2018 – Sep 2019 | Helped manage global cash >$100B and corporate tax strategy/IC transactions . | |
| BlackRock | Vice President, Capital Markets – Tax | 2014 – 2017 | Led taxation of financial instruments, securities lending, information reporting/withholding . |
| EY | Consultant (audit/tax, international tax, financial services, capital markets) | 2003 – 2014 | Provided tax and audit services across international tax/financial services/capital markets . |
External Roles
No public-company directorships or external board roles are disclosed for Ms. Mbanugo in CXApp filings .
Fixed Compensation
| Component | Terms | Source |
|---|---|---|
| Base salary | $250,000 per year (offer letter) | |
| Target annual bonus | Up to $100,000, paid quarterly based on performance goals | |
| Sign-on bonus | $25,000 cash after 6 weeks; subject to 1-year service clawback/proration if voluntary departure | |
| 2024 actual comp (paid) | Salary $92,948; Bonus $8,485; Option awards grant-date FV $552,000; Other comp $25,000; Total $678,443 (pro‑rated for start date Aug 19, 2024) |
2024 company-wide compensation framework for NEOs: base salary plus annual cash incentive and long-term equity; “smaller reporting company” with streamlined disclosures .
Performance Compensation
| Element | Metric(s) | Structure/Weighting | 2024 outcomes/payouts | Vesting/settlement |
|---|---|---|---|---|
| Annual cash incentive (AIP) | Corporate metrics: Revenue and EBITDA; committee also assessed bookings growth, ARR, gross margin, net revenue retention, opex discipline, AR collections | Weighting not disclosed | Committee approved payouts of 100% (Q2), 70% (Q3), 40% (Q4) of target, based on metrics; applies to the program across NEOs (Ms. Mbanugo eligible post‑Aug 2024 per offer letter) | Paid quarterly per offer/plan |
| Long-term incentives | Stock options (for CFO); plan supports RSUs/PSUs as well | Not applicable | N/A (options are service-vested) | See Equity section for vesting |
Notes:
- The AIP metrics are corporate-level; individual weighting and CFO-specific payout detail were not disclosed .
- Company maintains a clawback policy adopted November 2023, compliant with Exchange Act Rule 10D-1 and Nasdaq Listing Rule 5608 .
Equity Ownership & Alignment
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (4/17/2025) | Less than 1% of outstanding; table shows “–” shares for Ms. Mbanugo and “*” <1% | |
| Option grant | 230,000 options on Aug 26, 2024; exercise price $2.40; expiration Aug 26, 2034 | |
| Option vesting | 1/3 on first anniversary of grant; remaining 2/3 monthly over 24 months (service-based) | |
| Options outstanding (12/31/2024) | 0 exercisable; 230,000 unexercisable (Aug 26, 2024 grant) | |
| RSUs/PSUs | None disclosed for CFO as of 12/31/2024 | |
| Hedging/pledging | Company policy prohibits hedging, short sales, trading options on company stock, pledging/margin accounts | |
| Clawback | Company-wide clawback policy (Nov 2023) applies to awards |
Employment Terms
- Start/role: Appointed CFO effective Aug 19, 2024; principal financial officer .
- At-will; location: San Francisco Bay Area with in-person presence per policy .
- Severance (without just cause or for “good reason” per offer): lump-sum 6 months base salary; 12 months acceleration on all unvested equity; COBRA premiums for 6 months; accrued vacation and approved expenses; definitions of “Just Cause” include fraud/gross misconduct, refusal to follow policies, material breach, felony; “Good Reason” includes material diminution of role/comp/benefits, material breach, or relocation >50 miles .
- Change in Control: 100% acceleration of unvested options at consummation .
- Restrictive covenants: Confidentiality; non-competition during employment; two-year employee non-solicit; one-year customer non-solicitation (using trade secrets) post-termination .
- Indemnification & D&O: Company to enter standard indemnification agreement; D&O coverage .
Note: CXApp’s proxy describes general NEO employment agreement severance terms (including target bonus payout and 6 or 12 months of salary and equity acceleration); Joy’s offer letter specifically governs her entitlements and provides 6 months salary and 12 months equity acceleration (without separate target bonus provision) .
Performance & Track Record (Context)
- FY2024 results vs FY2023 (non-GAAP combined): revenue $7.142M vs $7.366M (−3%); gross margin 82% vs 76%; operating expenses $19.6M vs $58.2M; net loss $19.4M vs $53.6M .
- Liquidity: year-end cash $4.88M; access under a $10M prepaid equity arrangement (Streeterville) with ~$3M remaining at 12/31/24, and an additional $20M equity line signed Mar 25, 2025 .
- Controls/risk posture relevant to CFO remit: material weaknesses in internal control over financial reporting identified for 2024 and the prior period, with remediation underway; continued financing needs may be dilutive; policy-level prohibition on hedging/pledging; enterprise cyber risk oversight and SOC2/ISO-aligned program .
Director/Governance Touchpoints (Board committees and say-on-pay context)
- Company seeks say-on-pay approval and provides streamlined executive compensation overview as a smaller reporting company; compensation committee comprised of independent directors oversees goals and pay-for-performance alignment .
Compensation Tables
2024 Summary Compensation (as reported)
| Name | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Joy L. Mbanugo (CFO) | 2024 | 92,948 | 8,485 | 0 | 552,000 | 0 | 25,000 | 678,443 |
Outstanding Equity Awards (as of 12/31/2024)
| Name | Grant | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | RSU MV ($) |
|---|---|---|---|---|---|---|---|
| Joy L. Mbanugo | Aug 26, 2024 | 0 | 230,000 | 2.40 | Aug 26, 2034 | 0 | 0 |
Beneficial Ownership (Record date: 4/3/2025)
| Person | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Joy L. Mbanugo | – (less than 1%) | <1% |
Company Operating Metrics (context)
| Metric | FY 2023 (Non‑GAAP combined) | FY 2024 |
|---|---|---|
| Revenue ($M) | 7.366 | 7.142 |
| Gross Margin (%) | 76% | 82% |
| Operating Expenses ($M) | 58.204 | 19.598 |
| Net Loss ($M) | 53.618 | 19.408 |
Compensation Structure Analysis
- High at-risk mix: CFO’s package includes a quarterly performance-based cash bonus and a substantial stock option grant with a one-year cliff, aligning realized pay with performance and retention .
- Options vs RSUs: The initial award is entirely options (no RSUs), indicating higher performance/stock-price leverage than time-vested RSUs; plan allows RSUs/PSUs for future cycles .
- Clawback/hedging policies: Robust policies reduce misalignment and risk-taking incentives (clawback) and prevent hedging/pledging .
- Program payouts: 2024 AIP paid at varying quarterly percentages (100%/70%/40%) based on revenue/EBITDA and operating metrics, reinforcing pay-for-performance .
Vesting Schedules and Insider Selling Pressure
- Option vesting cadence (1/3 at 12 months, then monthly) creates a potential supply of saleable underlying shares beginning August 2025, with continuous monthly vesting thereafter; however, hedging/pledging is prohibited and insider trading windows/10b5‑1 plans would govern actual sales .
Employment Terms – Economics Under Separation/CoC
- Without cause/for good reason: 6 months base salary; 12 months equity acceleration; 6 months COBRA .
- Change-in-control: 100% acceleration of unvested equity .
- Company-wide NEO policy also describes bonus payout upon termination; the CFO’s offer letter is the governing document for her terms .
Risk Indicators & Red Flags (relevant to CFO scope)
- Material weaknesses in internal control (2023-2024) under remediation; continued focus needed on controls, reporting timeliness, and audit readiness .
- Liquidity reliance on prepaid equity advances/financing lines may increase dilution risk; capital flexibility improved by shareholder approvals (Nasdaq 20% proposal) and facilities with Streeterville/Avondale .
- Prohibition on hedging/pledging reduces alignment risks from collateralized shares .
Investment Implications
- Alignment: A meaningful option grant with a one-year cliff and monthly vesting thereafter aligns CFO incentives with long-term equity value; clawback and no-hedging/pledging policies further support alignment .
- Retention and overhang: The 230,000 options (service-vested) represent ongoing retention hooks; first vesting tranche in Aug 2025 may create incremental selling capacity depending on 10b5‑1/trading windows and stock price vs $2.40 strike .
- Separation/CoC economics: 6 months base severance and 12 months equity acceleration (and 100% CoC acceleration) provide retention but also create potential acceleration overhang in strategic transactions .
- Execution risk: 2024 showed improved margins/cost discipline and narrowed losses, but modest revenue contraction; continued progress will depend on ARR growth, collections, and controls remediation under CFO oversight .