VerifyMe, Inc. (OTCMKTS:VRME) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
Effective April 15, 2021, Norman Gardner, the Chairman of the board of directors of VerifyMe, Inc. (the “Company”) retired from the board of directors. The Company and Mr. Gardner have entered into a new two-year Consulting Agreement, dated April 15, 2021, with a term commencing June 30, 2021, to which Mr. Gardner will make himself available to the Company and its board of directors to ensure the orderly transition of Mr. Gardner’s responsibilities, his extensive knowledge of the Company’s products, structure, history, major stockholders and culture, along with the various relationships with stockholders, customers, suppliers and partners he has cultivated on behalf of the Company over his many years of service. to the new Consulting Agreement, Mr. Gardner will be given the honorary title of Founder and Chairman Emeritus, an annual consulting fee of $175,000 in the first year, and $87,500 in the second year, an award of 69,284 shares of restricted stock, half of which vest immediately and the balance vesting in equal installments on June 30, 2022 and June 30, 2023, and a $1,000 monthly health insurance stipend. In addition, Mr. Gardner has agreed to cancel options to purchase 8,300 shares that expire on December 21, 2026, and agreed to certain trading volume limitations on sales of his shares of the Company. The Company is accelerating the vesting of 40,000 restricted shares held by Mr. Gardner that are currently scheduled to vest in August 2021. Payments and vesting of restricted stock awards under the agreement will be accelerated upon Mr. Gardner’s death or termination other than for cause. The agreement is subject to other customary terms, including release of claims, non-competition and confidentiality.
Mr. Gardner’s decision to retire stems solely from health reasons and did not result from any disagreement with the Company, the Company\’s management or the Company\’s board of directors.
Upon the retirement of Mr. Gardner on April 15, 2021, the board of directors of the Company appointed Scott Greenberg to serve as Chairman of the board of directors. As a result, Mr. Greenberg also became the chair of the Executive Committee of the board.
On April 15, 2021, the board of directors granted Margaret Gezerlis, the Company’s Chief Financial Officer, an award of 5,000 shares of restricted stock, half of which vested on April 15, 2021, and half of which vests on April 15, 2022.
About VerifyMe, Inc. (OTCMKTS:VRME)
VerifyMe, Inc., formerly LaserLock Technologies, Inc., operates in the anti-counterfeiting industry. The Company offers security solutions for identification and authentication of people, products and packaging in a range of applications in the security field for both digital and physical transactions. Its products are used to manage and issue secure credentials, including national identifications, passports, driver licenses and access control credentials, as well as authentication security software to secure physical and logical access to facilities, computer networks, Internet sites and mobile applications. Its digital technologies involve the utilization of multiple authentication mechanisms, some of which it owns and some of which it license. These mechanisms include biometric factors, knowledge factors, possession factors and location factors. The Company’s solutions allow the assessment and quantification of risk using a scoring mechanism.
