Business Context and Reporting Period
This Form 8-K filing by Verb Technology Company, Inc. (trading as VERB and VERBW on Nasdaq) reports on events occurring on January 4, 2021. The filing details the Board of Directors' approval of the 2021 compensation program for executive officers and non-employee directors, as well as the approval of performance-based bonuses for the 2020 calendar year.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive and director compensation arrangements.
Material Changes and Compensation Details
The Board approved the following compensation elements effective January 4, 2021:
- Executive Base Salaries: $490,000 for Rory J. Cutaia (CEO) and $250,000 for Jeffrey Clayborne (CFO).
- 2021 Target Performance Bonuses: $490,000 for Mr. Cutaia and $125,000 for Mr. Clayborne.
- 2020 Performance Bonuses: Approved amounts of $490,000 for Mr. Cutaia and $125,000 for Mr. Clayborne. Payment of these 2020 bonuses has been deferred to a future date determined by the Board.
- Restricted Stock Awards (Annual RSAs):
- Mr. Cutaia: 317,682 shares (vesting over four years).
- Mr. Clayborne: 190,609 shares (vesting over four years).
- James P. Geiskopf (Lead Director): 101,658 shares (vesting in one year).
- Other Non-Employee Directors: 50,829 shares each (vesting in one year).
- Director Cash Retainers: $175,000 for Mr. Geiskopf and $75,000 for each of the other four non-employee directors.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or discuss specific business risks. The Board noted that the compensation program was developed with the assistance of Compensation Advisory Partners LLC, which compared the company's compensation against identified peer companies. The deferral of the 2020 performance bonuses was described as being in the best interest of shareholders.
Key Facts for Investor Verification
- Verify the total number of shares outstanding to assess the dilution impact of the 750,787 total restricted stock shares granted in this filing.
- Confirm the specific vesting schedules and forfeiture conditions for the Annual RSAs under the 2019 Omnibus Incentive Plan.
- Monitor future filings for the determination of the payment date for the deferred 2020 performance bonuses totaling $615,000.
- Review the company's cash position to ensure liquidity is sufficient to cover the approved cash compensation and future bonus payments.