Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Approval
of Compensation and Awards
On
January 4, 2021, the board of directors (the “Board”) of Verb Technology Company, Inc. (the “Company,”
“we,” “us,” or “our”) approved the elements of the 2021 compensation payable to our executive
officers and directors upon the recommendation of the Board’s Compensation Committee (the “Committee”). The
key elements of our compensation program are summarized below. For the development of the 2021 compensation program, the Committee
retained Compensation Advisory Partners LLC (“CAP”). CAP provided the Committee with advisory services only with respect
to executive and Board compensation. CAP reviewed the 2020 compensation paid to our executive officers and Board and compared
our compensation with certain companies CAP identified as peer companies. The Committee’s recommendation and the Board’s
approval of the 2021 compensation program was based on various factors, including, among others, recommendations made by CAP.
Base
Salary and Target Bonus
On
January 4, 2021, the Board approved an annual base salary equal to $490,000 for Rory J. Cutaia, the Company’s Chairman of
the Board, President, Chief Executive Officer, Secretary and Director, and an annual base salary equal to $250,000 for Jeffrey
Clayborne, the Company’s Chief Financial Officer. The Board also approved a target annual performance-based cash bonus for
2021 calendar year equal to $490,000 and $125,000 for Messrs. Cutaia and Clayborne, respectively.
Restricted
Stock Awards
On
January 4, 2021, the Board granted annual restricted stock awards (“Annual RSAs”) under the Company’s 2019 Omnibus
Incentive Plan (the “2019 Plan”) equal to 317,682 and 190,609 shares of our common stock for Messrs. Cutaia and Clayborne,
respectively. The Annual RSAs represent the stock component of Messrs. Cutaia’s and Clayborne’s annual compensation
and are subject to a four-year vesting period, with one quarter of the award vesting on the first, second, third and fourth anniversaries
of the date of grant.
Annual
Performance-Based Cash Bonus
On
January 4, 2021, the Board also approved an annual performance-based cash bonus for the 2020 calendar year equal to $490,000 and
$125,000 payable to Messrs. Cutaia and Clayborne, respectively, effective as of January 4, 2021. Messrs. Cutaia and
Clayborne have determined that it is in the best interest of the shareholders to defer the Company’s payment of this annual
performance-based cash bonus to a date in the future to be determined by the Board.
Board
Compensation
On
January 4, 2021, the Board approved an annual cash retainer for each of its non-employee directors equal to $175,000 for James
P. Geiskopf, the Company’s Lead Director, and an annual cash retainer equal to $75,000 for each of Judith Hammerschmidt,
Nancy Heinen, Kenneth S. Cragun and Phillip J. Bond, the Company’s other non-employee directors.
On
January 4, 2021, the Board also granted Annual RSAs under the 2019 Plan equal to 101,658 shares of our common stock for Mr. Geiskopf
and 50,829 shares of our common stock for each of Mses. Hammerschmidt and Heinen and Messrs. Cragun and Bond. The Annual RSAs
represent the stock component of our non-employee directors’ compensation and vest on the one-year anniversary of the date
of grant.