Business Context and Reporting Period
This Form 8-K Current Report was filed by VerifyMe, Inc. (VRME) on May 6, 2025, with the earliest event reported on that same date. The filing addresses significant changes in executive leadership and compensatory arrangements under Item 5.02.
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 personnel changes and compensation structures.
Material Changes
- Executive Departure: Nancy Meyers, Executive Vice President and Chief Financial Officer, notified the company of her retirement effective July 7, 2025. The departure is not related to any disagreement regarding operations, policies, or accounting practices.
- New Appointment: Jennifer Cola was appointed as Vice President of Finance, effective May 19, 2025. She is expected to succeed Ms. Meyers as Chief Financial Officer.
- Compensation Adjustments:
- CFO Bonus Structure: The Compensation Committee approved a 2025 annual bonus for the CFO ranging from 10% to 50% of base salary, tied to Adjusted EBITDA targets of $0.8 million, $1 million, or $1.2 million. Payment may be made in cash or stock.
- CEO Bonus Structure: Adam Stedham's bonus payment method was updated to allow discretion by the Board to pay in cash or stock.
- Ms. Cola's Compensation: Ms. Cola will receive an annual base salary of $180,000 and a one-time award of 24,000 restricted stock units (RSUs) vesting on May 19, 2027.
Guidance, Outlook, and Risks
The filing does not provide updated financial guidance, outlook, or specific risk factors beyond the standard disclosure regarding the transition of the CFO role. Management commentary is limited to the rationale for the leadership changes and the qualifications of the incoming executive.
Investor Verification Checklist
- Verify the exact effective date of Nancy Meyers' retirement (July 7, 2025) and the interim CFO arrangement.
- Confirm the vesting schedule and conditions for Jennifer Cola's 24,000 RSUs.
- Review the specific Adjusted EBITDA targets ($0.8M, $1.0M, $1.2M) to understand the performance hurdles for the new CFO bonus.
- Monitor future filings for the formal appointment of Jennifer Cola as Chief Financial Officer.