UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Short Term Incentive Plan
On March 12, 2024, the Compensation Committee of the Board of Directors (the “Committee”) of VerifyMe, Inc. (the “Company”) approved a short term incentive cash bonus plan (the “Plan”). The Plan is available to nearly all of the Company’s employees, including Nancy Meyers, the Company’s Chief Financial Officer, and Curt Kole, Executive Vice President, Global Sales and Strategy of PeriShip Global, LLC. Under the Plan, Ms. Meyers is eligible to receive a cash bonus up to 15% of her annual base salary as of January 1 each year, subject to upward adjustment, and Mr. Kole is eligible to receive a cash bonus equal to 6% of his annual base salary as of January 1 each year, subject to upward adjustment. Under the Plan, 50% of the bonus is based on achieving 100% of an Adjusted EBITDA performance goal to be set annually by the Committee. Only if the Adjusted EBITDA target is achieved, the remaining 50% of the bonus is based on achieving 100% of a revenue performance goal to be set annually by the Committee. Under the plan, the bonus amount can be adjusted upward if the revenue performance goal is exceeded in an amount equal to the total target bonus multiplied by the same percentage that revenue exceeds the revenue performance goal, up to a maximum of 150 percent.
A copy of the Plan will be filed with the Company’s Quarterly Report on Form 10-Q for the three-months ending March 31, 2024.
Change to CEO Cash Bonus
On March 12, 2024, the Committee approved a change to the cash bonus for Adam Stedham, the Company’s Chief Executive Officer. Mr. Stedham’s annual bonus, if achieved, will now be payable at Mr. Stedham’s discretion in either cash or in an amount of the Company’s common stock determined by dividing the cash value of the earned bonus by the 30-day VWAP of the Company’s shares on the day the Board of Directors approves the bonus.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VerifyMe, Inc. | |||
| Date: March 15, 2024 | By: | /s/ Adam Stedham | |
| Adam Stedham | |||
| Chief Executive Officer and President | |||