{"url_path":"/sec/cxai/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ****Departure","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1820875/0001829126-26-007295-index.html","accession_number":"0001829126-26-007295","cik":"0001820875","ticker":"CXAI","issuer_name":"CXApp Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1820875/0001829126-26-007295-index.html","primary_entity_key":"0001820875","primary_entity_name":"CXApp Inc."},"word_count":782,"has_tables":true,"body_markdown":"**Item 5.02****Departure\nof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;\nCompensatory Arrangements of Certain Officers.**\n\n \n\n**Departure\nof Chief Financial Officer**\n\n \n\nIn\nconnection with the Acquisition, Joy L. Mbanugo, the former Chief Financial Officer, was separated from the Company effective June 29th,\n2026. Ms. Mbanugo’s separation was not the result of any disagreement with the Company, its management or its Board of Directors\non any matter relating to its operations, policies or practices. Ms. Mbanugo’s separation from employment will be treated\nper her employment agreement with the Company dated July 18, 2024.\n\n \n\n**Appointment\nof Interim Chief Financial Officer**\n\n \n\nOn July 1st, 2026, the Board of Directors of CXApp appointed Melissa G. Podruzny to serve as the Interim Chief Financial Officer\nof the Company, succeeding Ms. Mbanugo who previously served as the Chief Financial Officer. The appointment is for an initial three-month\ntransition period, commencing July 1st, 2026, in connection with the Company’s acquisition and integration of EngineRoom and\nthe ongoing optimization of the Company’s finance organization. Ms. Podruzny will be reporting to the Chief Executive Officer\nand subject to the oversight of the Audit Committee of the Board of Directors.\n\n \n\nMs. Podruzny, 41, has served as\nHead of Finance of EngineRoom since January 2024, having joined the company as Finance Manager in May 2023. From January 2024 to December\n2025, she concurrently served as Fractional Controller of E-LAB Consulting. Ms. Podruzny is also a co-owner of Refracted Aspect Collective,\na consultancy through which she provides financial and operational services. Before joining EngineRoom, Ms. Podruzny served as Finance\nManager and Business Intelligence Analyst at Omnii Pty Ltd from February 2020 to May 2023. Ms. Podruzny holds a Certificate IV in Accounting\nand Bookkeeping, along with professional certifications in finance and operations.\n\n \n\nIn\nconnection with the appointment of Ms. Podruzny as the Company’s Interim Chief Financial Officer, the Company entered into\na letter agreement with Ms. Podruzny (the “**Appointment Letter**”). Pursuant to the Appointment Letter, Ms. Podruzny\nwill continue to receive her existing annual base salary of CAD $141,180. In recognition of the additional responsibilities associated\nwith serving as Interim Chief Financial Officer, Ms. Podruzny will also receive (i) an interim assignment premium of an additional\nCAD $30,000, payable over the three-month interim period through the Company’s normal payroll practices, and (ii) a transition\ncompletion bonus of CAD $20,000, payable upon successful completion of the interim period, subject to the achievement of certain performance\nobjectives and the approval of the Chief Executive Officer and the Compensation Committee.\n\n \n\nPursuant\nto the Appointment Letter, Ms. Podruzny will also receive a non-qualified stock option grant covering 50,000 shares of the Company’s\ncommon stock (the “**Stock Options**”). The Stock Options (i) will be subject to the terms and conditions of the Company’s\n2023 Equity Incentive Plan and an applicable stock option agreement, (ii) are subject to the approval of the Company’s Board of\nDirectors, (iii) will have an exercise price equal to the fair market value of the Company’s common stock on the grant date, and\n(iv) will vest over twenty-four months, subject to a one-year cliff, with 25,000 options becoming vested on the first anniversary of\nthe grant date and the remaining 25,000 options vesting in equal monthly installments over the following twelve months, in each case\nsubject to Ms. Podruzny’s continued employment with the Company.\n\n \n\nThe\nAppointment Letter provides for a term that is at-will, with the initial three-month period subject to extension by mutual agreement\nor earlier termination by the Company. The Company may extend the appointment should business needs require continued interim financial\nleadership. The Appointment Letter also provides that Ms. Podruzny will continue to comply with the Company’s confidentiality\npolicies, insider trading policies, codes of business conduct, and applicable federal securities laws governing officers of a publicly\ntraded company.\n\n \n\nThe\nforegoing is a summary of the Appointment Letter and is not intended to be a complete description. It is qualified in its entirety by\nreference to the full text of the Appointment Letter, which is filed as Exhibit 10.1 hereto, as well as the 2023 Equity Incentive\nPlan and the related form of award agreements, previously filed as exhibits to the Company’s reports with the Securities and Exchange\nCommission and incorporated herein by reference in their entirety.\n\n \n\nThere\nis no arrangement or understanding between Ms. Podruzny and any other person pursuant to which Ms. Podruzny was appointed as\nChief Financial Officer. There are also no family relationships between Ms. Podruzny and any director or executive officer of the\nCompany. In addition, Ms. Podruzny has no direct or indirect material interest in any “related person” transaction or\nproposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\n2"}