DEF 14A 1 r417232def14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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þ	Definitive Proxy Statement		☐	Definitive Additional Materials

☐	Soliciting Materials Pursuant to §240.14a-12

VerifyMe, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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VERIFYME, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 6, 2023

The annual meeting of stockholders (the “Annual Meeting”) of VerifyMe, Inc. will be held on Tuesday, June 6, 2023, at 12:00 p.m., Eastern Time. The Annual Meeting will be conducted as a virtual meeting of stockholders by means of a live webcast. We believe that hosting a virtual meeting will enable greater stockholder participation from any location. You will be able to participate in the virtual annual meeting, vote your shares and submit questions during the annual meeting via the internet by visiting www.virtualshareholdermeeting.com/VRME2023. There will not be a physical meeting location and you will not be able to attend the Annual Meeting in person. As always, we encourage you to vote your shares prior to the meeting.

The Annual Meeting is being held for the following purposes, which are more fully described in the accompanying proxy statement:

to elect six directors;

to approve the second amendment to the Company’s 2020 Equity Incentive Plan to increase the authorized number of shares available for future issuance under the plan by 1,000,000 shares;

to ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023; and

to transact such other business as may properly come before the Annual Meeting or at any adjournment of the meeting.

Our board of directors has fixed the close of business on April 12, 2023, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment of the Annual Meeting.

We are following the Securities and Exchange Commission’s “e-proxy” rules that allow public companies to furnish proxy materials to stockholders over the internet. The “e-proxy” rules remove the requirement for public companies to automatically send stockholders a full, printed copy of proxy materials and allow them instead to deliver to their stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) and to provide online access to the documents. The Notice of Internet Availability provides instructions on how to view our proxy materials for the Annual Meeting on the internet and vote and request a printed copy of the proxy materials. These “e-proxy” rules allow us to provide you with the information you need, while lowering the cost of delivery and reducing the environmental impact of our Annual Meeting.

	By Order of the Board of Directors



	Scott Greenberg Interim Chief Executive Officer and Executive Chairman

Lake Mary, Florida

April 24, 2023

Your Vote is Important. Whether or not you expect to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote by the internet, by telephone, or, if you requested and received paper copies of the proxy materials by mail, by mailing a proxy card or voting instruction form. We encourage you to vote using the internet, as it is the most cost-effective way to vote. Even if you have voted by internet, telephone or proxy card, you may still vote via the internet if you attend the virtual meeting. If you own your shares through a broker, we encourage you to follow the instructions provided by your broker about how to vote. Unless you provide your broker with voting instructions, your broker cannot vote your shares on non-discretionary items such on the proposal to elect the six director nominees.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDERS MEETING TO BE HELD ON JUNE 6, 2023

Our proxy statement and Annual Report to Stockholders are available online at www.proxyvote.com

TABLE OF CONTENTS

PROXY STATEMENT	1
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
PROPOSAL ONE: ELECTION OF DIRECTORS	8
MANAGEMENT AND EXECUTIVE OFFICERS	15
EXECUTIVE COMPENSATION	17
DIRECTOR COMPENSATION	23
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS	25
DELINQUENT SECTION 16(a) REPORTS	26
PROPOSAL TWO: APPROVAL OF THE SECOND AMENDMENT TO THE 2020 EQUITY INCENTIVE PLAN	27
PROPOSAL THREE: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	36
REPORT OF THE AUDIT COMMITTEE	38
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	39
OTHER MATTERS	40
APPENDIX A: THE VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN, as AMENDED	41
APPENDIX B: SECOND AMENDMENT TO THE VERIFYME, INC. 2020 EQUITY INCENTIVE PLAN	58

Proposal	Description	Vote Required
One	Election of the six directors	Plurality of the votes of the shares cast at the Annual Meeting

Two	Approval of an amendment to the 2020 Equity Incentive Plan to increase the authorized number of shares available for future issuance under the plan by 1,000,000 shares	Affirmative vote of a majority of the shares cast on the proposal
Three	To ratify the appointment of MaloneBailey, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023	Affirmative vote of a majority of the shares cast on the proposal

Marshall Geller
Age: 84		Non-Executive Vice Chairman of the Board

Director since: July 2017		Board Committee: Audit; Nominating and Corporate Governance; Executive; Mergers & Acquisitions
Mr. Geller was a director and a member of the audit committee of GP Strategies Corporation (formerly NYSE:GPX) from 2002 until October 2021. Mr. Geller was a director of Wright Investors’ Service Holdings Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from January 2015 until October 2018. Mr. Geller was a director and member of the audit committee of G3 VRM Acquisition Corp. (Nasdaq:GGGV) from June 2021 until July 2022. He is currently a Director of Easy Smart Pay, a public-private partnership of the California State Association of Counties Finance Corporation. Mr. Geller formerly served as a director of California Pizza Kitchen, Inc., (formerly Nasdaq:CPKI) from 2008 until 2011, and Hexcel Corporation (NYSE:HXL) from 1994 until 2003. Mr. Geller was a founder of St. Cloud Capital, a Los Angeles based private equity fund, and Senior Investment Advisor from December 2001 until September 2017. He has spent more than 50 years in corporate finance and investment banking, including 21 years as a Senior Managing Partner of Bear, Stearns & Co., with oversight of all operations in Los Angeles, San Francisco, Chicago, Hong Kong and the Far East. Mr. Geller is currently on the Board of Directors of UCLA Health System and on the Board of Governors of Cedars Sinai Medical Center, Los Angeles. Mr. Geller also serves on the Dean’s Advisory Council for the College of Business & Economics at California State University, Los Angeles.

Experience and Qualifications
Mr. Geller’s financial and business experience, including as a managing partner of a private equity fund, and his many years of experience and expertise as an investor in and adviser to companies in various sectors as well as his experience with serving on the boards of directors of other public and private corporations give him the qualifications, skills and financial expertise to serve on our board of directors.

Howard Goldberg
Age: 77		Lead Independent Director

Director since: July 2017		Board Committee: Audit; Compensation; Nominating and Corporate Governance; Executive; Mergers & Acquisition
Mr. Goldberg has served as our Lead Independent director during 2020, having served from time to time in that capacity. From 2003 through 2005, Mr. Goldberg served as a part-time consultant to Laser Lock Technologies, Inc., the predecessor to VerifyMe, and provided consulting service to us again from 2016 through December 2017. Mr. Goldberg has been a private investor in both real estate and start-up companies and has provided consulting services to start-up companies since 1999. From 1994 through 1998, Mr. Goldberg served as President, CEO and board member of Player’s International, a publicly traded company in the gaming business prior to its sale to Harrah’s Entertainment Inc. Mr. Goldberg served on the Board of Directors and Audit Committee of Imall Inc., a publicly traded company that provided on-line shopping prior to its sale to Excite-at-Home. Mr. Goldberg served as a member of the Board of Trustees of Winthrop Realty Trust, a publicly traded real estate investment trust, from December 2003 to August 2016 when Winthrop’s assets were transferred to a liquidating trust. Mr. Goldberg was a member of Winthrop’s Audit Committee and Nominating and Corporate Governance Committee and was its lead independent trustee. Mr. Goldberg served as a trustee for Winthrop Realty Liquidating Trust until December 2019 when it was finally liquidated. Mr. Goldberg was a director of New York REIT, Inc. from March 2017 until October 2018, when it converted to a limited liability company called New York REIT LLC. Mr. Goldberg was a manager of New York REIT LLC from October 2018 until November 2022. Mr. Goldberg has a law degree from New York University and was previously the managing partner of a New Jersey law firm where he specialized in gaming regulatory law and real estate from 1970 through 1994.

Experience and Qualifications
Mr. Goldberg’s experience as a director of other public companies and his legal expertise gives him the qualifications, skills and financial expertise to serve on our board of directors.


Scott Greenberg
Age: 66		Interim Chief Executive Officer and Executive Chairman of the Board

Director since: November 2019		Board Committee: Executive (Chair); Mergers & Acquisitions
Mr. Greenberg has served as our Interim Chief Executive Officer effective as of March 15, 2023. Mr. Greenberg served as the Chairman of the Board of Directors of GP Strategies Corporation (NYSE:GPX) from August 2018 until October 2021 when it was acquired by Learning Technologies Group. He previously served as Chief Executive Officer of GP Strategies from April 2005 until July 2020. He was also the President of GP Strategies from 2001 to 2006, Chief Financial Officer from 1989 until 2005, Executive Vice President from 1998 to 2001, Vice President from 1985 to 1998, and held various other positions with GP Strategies since 1981. Mr. Greenberg was also a Director of Wright Investors’ Service Holdings, Inc. (OTCMKT:WISH), formerly National Patent Development Corporation, from 2004 to 2015.

Experience and Qualifications
Mr. Greenberg’s significant experience and expertise in management, acquisitions and strategic planning, as well as many years of finance and related transactional experience give him the qualifications, skills and financial expertise to serve on our board of directors.

Arthur Laffer
Age: 82		Independent Director

Director since: March 2019		Board Committee: Compensation (Chair)
Dr. Laffer is the founder and chairman of Laffer Associates, an institutional economic research and consulting firm. Dr. Laffer has served as a director of NexPoint Residential Trust Inc. (NYSE:NXRT) since May 2015, NexPoint Real Estate Finance Inc. (NYSE:NREF) since February 2020, Melt Pharmaceuticals, Inc., a private company, since February 2022, and NexPoint Diversified Real Estate Trust (NYSE:NXDT) since July 2022. He was a director of EVO Transportation & Energy Services, Inc. (OTCPINK:EVOA) from August 2018 to December 2019 and the GEE Group Inc. (NYSE American:JOB) from January 2015 to March 2020. Dr. Laffer’s economic acumen and influence in triggering a world-wide tax-cutting movement in the 1980s have earned him the distinction in many publications as “The Father of Supply-Side Economics.” Dr. Laffer was a member of President Reagan’s Economic Policy Advisory Board for both of his two terms (1981-1989). Dr. Laffer also advised Prime Minister Margaret Thatcher on fiscal policy in the UK during the 1980s. In the early 1970s, Dr. Laffer was the first to hold the title of Chief Economist at the Office of Management and Budget under George Shultz. Additionally, Dr. Laffer served as Charles B. Thornton Professor of Business Economics at the University of Southern California and as Associate Professor of Business Economics at the University of Chicago. In June 2019, Dr. Laffer received the Presidential Medal of Freedom.

Experience and Qualifications
Dr. Laffer’s expertise in economics and his experience as a director of multiple companies give him the qualifications, skills and financial expertise to serve on our board of directors.

Adam H Stedham
Age: 54		Independent Director

Director since: April 2022		Board Committee: Audit (Chair); Compensation; Mergers & Acquisitions (Chair)
Mr. Stedham is a senior executive of Learning Technologies Group plc and is CEO of GP Strategies and has served as CEO since June 2020. He also served as President from November 2017 to October 2021. Mr. Stedham joined GP Strategies in 1997, after 6 years as a nuclear reactor operator in the US Navy. He has held roles of increasing responsibility during his tenure, including leading operational service lines, directing acquisitions and divestitures, heading business development, and managing the Asia-Pacific region. He is also on the board of directors of GP Strategies and is the Chairman of the Board of Global Connections for Women, a non-profit organization. Mr. Stedham has significant expertise in business strategy, mergers and acquisitions, learning and performance innovation, global operations, and strategic relationship management. He holds a Master of Business Administration from Anderson University, Master’s of Education from University of Pennsylvania, and Master’s in Adult & Community Education from Ball State University.

Experience and Qualifications
Mr. Stedham’s prior experience as the chief executive officer and president of a public company gives him the qualifications, skills to serve on our board of directors.

David Edmonds
Age: 65		Independent Director Nominee

Director Nominee: 2023
Mr. Edmonds has served as a member of the board of directors of our wholly owned subsidiary PeriShip Global LC since June 2022. Prior to this he served as the Senior Vice President, Worldwide Services at FedEx from April 2001 until his retirement in December 2020. Prior to that, Mr. Edmonds was actively involved in the merger between Caliber System (FedEx Ground's former parent company) and FedEx Corporation and was responsible for bringing the two companies together to compete collectively under the new FedEx Corporation umbrella. Mr. Edmonds worked his entire 41-year career in the transportation and logistics field. He is a graduate of Kent State University, is a member of the American Management Association; the Council for Logistics Management; and the Sales and Marketing Executive Council of the Advisory Board.

Experience and Qualifications
Mr. Edmond’s experience with the transportation and logistics field and network of relationships which we believe are valuable assets to the Company and its growth give him the qualifications, skills and financial expertise to serve on our board of directors.

Committee Name	Number of Meetings Held	Committee Members
Audit	6	Mr. Stedham ⁽¹⁾ Mr. Geller Mr. Goldberg
Compensation	1 ⁽²⁾	Mr. Laffer ⁽¹⁾ Mr. Goldberg Mr. Stedham
Nominating and Corporate Governance Committee	- ⁽³⁾	Mr. Gardner ⁽¹⁾ Mr. Geller Mr. Goldberg

Board Diversity Matrix (as of April 24, 2023)
Total Number of Directors: 6
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors		5		1
Part II: Demographic Background
Black or African American		1
Asian
White		4
Did not Disclose Demographic Background		1

Name and Principal Position	Year	Salary ($)	Stock Awards ($)⁽¹⁾	Option Awards ($)⁽¹⁾	All Other Compensation ($)⁽²⁾		Total Compensation ($)
Patrick White ⁽³⁾	2022	280,000	180,381	-		25,960		486,341
CEO	2021	280,000	-	-		17,344		297,344

Keith Goldstein ⁽⁴⁾	2022	249,034	151,394			11,007		411,435
President & COO	2021	195,667	43,500	75,366 ⁽⁵⁾		14,400		328,933

Curt Kole	2022⁽⁶⁾	159,231	286,135	-		-		445,366
EVP Global Sales and Strategy of PeriShip Global, LLC

	Option Awards			Stock Awards

Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($) ⁽¹⁾
Patrick White ⁽²⁾	140,000	3.50	8/15/2025	61,250	71,050
	10,000	7.00	8/14/2024	-	-
Keith Goldstein	20,000 ⁽³⁾	10.51	3/1/2026	51,407	59,632
	40,000 ⁽³⁾	2.00	3/1/2026	-	-
	20,000 ⁽³⁾	9.75	3/1/2026	-	-
Curt Kole	-	-	-	72,100	83,636
	-	-	-	60,000	69,600

	Fiscal Year 2022						Fiscal Year 2021
Adjustments	PEO			Other NEOs ⁽¹⁾			PEO		Other NEOs ⁽¹⁾

SCT Total	$	486,341		$	428,400		$	297,344	$	259,590
Adjustments for stock awards and option awards ⁽²⁾
(Deduct): Aggregate value for stock awards and option awards included in SCT Total for the covered fiscal year		(180,381	)		(218,764	)		-		(69,983	)
Add: Fair value at year end of awards granted during the covered fiscal year that were outstanding and unvested at the covered fiscal year end		15,101			51,260			-		7,938
Add (Deduct): Year-over-year change in fair value at covered fiscal year end of awards granted in any prior fiscal year that were outstanding and unvested at the covered fiscal year end		-			-			-		-
Add: Vesting date fair value of awards granted and vested during the covered fiscal year		-			-			-		17,925
Add (Deduct): Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year		-			(19	)		41,475		13,632
(Deduct): Fair value at end of prior fiscal year of awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year		-			-			-		37,683
Add: Change in incremental fair value of awards modified during the covered fiscal year		-			-			-		-
Add: Dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the SCT Total for the covered fiscal year		-			-			-		-
CAP Amounts (as calculated)	$	321,061		$	260,877		$	338,819	$	266,785

Name	Stock Awards ($)	All Other Compensation ($)⁽¹⁾	Total Compensation ($)
Scott Greenberg	310,625^{(2) (3)}	-	310,625
Christopher Gardner	125,000⁽²⁾	-	125,000
Marshall Geller	310,625^{(2) (3)}	-	310,625
Howard Goldberg	125,000⁽²⁾	-	125,000
Dr. Arthur Laffer	125,000⁽²⁾	-	125,000
Adam Stedham	91,781⁽²⁾⁽⁴⁾	-	91,781

Name	Aggregate Number of Unexercised Option Awards Outstanding at December 31, 2022	Aggregate Number of Unvested Stock Awards Outstanding at December 31, 2022
Chris Gardner	20,000⁽¹⁾	46,308	⁽²⁾
Marshall Geller	23,000⁽³⁾	69,308	⁽⁴⁾
Howard Goldberg	25,000⁽⁵⁾	46,308	⁽⁶⁾
Scott Greenberg	10,000⁽⁷⁾	69,308	⁽⁴⁾
Arthur Laffer	23,000⁽⁸⁾	46,308	⁽⁶⁾
Adam Stedham	–	28,592	⁽⁹⁾

Beneficial Owner	Amount of Beneficial Ownership of Common Stock ⁽¹⁾	Percent of Common Stock Beneficially Owned ⁽¹⁾
Named Executive Officers:
Patrick White	210,067⁽²⁾	2.2%
Keith Goldstein	104,895⁽³⁾	1.1%
Curt Kole	8,000	*
Directors and Director Nominees:
David Edmonds	–	-
Chris Gardner	195,232⁽⁴⁾	2.1%
Marshall Geller	472,349⁽⁵⁾	4.9%
Howard Goldberg	226,856⁽⁶⁾	2.4%
Scott Greenberg	156,020⁽⁷⁾	1.7%
Arthur Laffer	297,439⁽⁸⁾	3.2%
Adam H. Stedham	50,987	*
All current directors, nominees and executive officers as a group (14 persons)	1,788,905	18.1%

Name and Position	Dollar Value ($)	Number of Units⁽¹⁾
All Current Directors who are Not Executive Officers as a Group (5 persons)	650,000	364,146

Name and Position	Number of Shares Underlying Option	Number of Shares Underlying Restricted Stock Units	Number of Shares Underlying Restricted Stock Grants
Named Executive Officers:
Scott Greenberg, Interim Chief Executive Officer	-	98,310
Patrick White, Former Chief Executive Officer ⁽¹⁾	-	52,380
Keith Goldstein, President & Chief Operating Officer	-	56,407	15,000
Curt Kole, EVP Global Sales and Strategy of PeriShip Global, LLC	-	132,100	-
All Current Executive Officers as a Group	-	169,287	19,250
All Current Directors who are Not Executive Officers as a Group (5 persons)
Each Nominee for Election as a Director ⁽²⁾:
Marshall Geller	-	98,310	-
Howard Goldberg	-	89,310	-
Arthur Laffer	-	89,310	-
Adam H Stedham	-	28,592	-
David Edmonds	-	15,217	-
Each Associate of any of Such Directors, Executive Officer or Nominees	-	-	-
Each Other Person who Received or is to Receive 5 Percent of Such Options, Warrants or Rights	-	-	-
All Employees, including all Current Officers Who are not Executive Officers, as a Group	-	91,375	-

	Fiscal Year 2022		Fiscal Year 2021
Audit Fees ⁽¹⁾	$	274,960	$	94,500
Audit-Related Fees ⁽²⁾		3,200		24,150
Tax Fees ⁽³⁾		7,500		5,500
All Other Fees ⁽⁴⁾		10,000		-
Total	$	295,660	$	124,150

	By Order of the Board of Directors

	Scott Greenberg
	Interim Chief Executive Officer and Executive Chairman

Lake Mary, Florida
April 24, 2023

SEC Form DEF 14A filed by VerifyMe Inc.