SCHEDULE: Verb Technology Lead Director Discloses 12.7% Stake Following Significant RSU Vesting
Beneficial Ownership Disclosure
James P. Geiskopf, Lead Director of Verb Technology Company, Inc., has disclosed a beneficial ownership of 12.7% of the company's common stock, primarily through recently vested restricted stock units and exercisable stock options.
Summary
- James P. Geiskopf, the Lead Director of Verb Technology Company, Inc., beneficially owns 201,027 shares of common stock.
- This ownership represents 12.7% of the Issuer's outstanding common stock, calculated based on 1,577,955 shares outstanding as of July 11, 2025, plus 858 shares from exercisable options.
- The beneficial ownership includes 80,000 restricted stock units (RSUs) that vested on July 7, 2025, 60,000 RSUs that vested on April 10, 2025, and another 60,000 RSUs that vested on March 10, 2025, all pursuant to a Corporate Action, Change of Control, and Extraordinary Performance Agreement dated October 31, 2024.
- Additional components of the ownership include 169 shares of common stock and 858 shares underlying stock options exercisable within 60 days.
- The shares and options were primarily granted as compensation for services as Lead Director, including bonuses, annual compensation, and consideration for cash compensation reductions or deferments.
- Notable grants include a $150,000 bonus and a $160,000 restricted stock award in December 2019, and various RSU grants in 2024 and 2025, some tied to performance-based quarterly revenue milestones.
Sentiment
Score: 7
Explanation: The filing indicates a significant and increasing insider stake, primarily through performance-based equity awards, which generally signals management confidence and alignment with shareholder interests. No negative information or red flags are present.
Positives
- The Lead Director's significant beneficial ownership of 12.7% demonstrates strong alignment of interests with shareholders.
- Recent vesting of 200,000 restricted stock units (80,000 on July 7, 2025; 60,000 on April 10, 2025; 60,000 on March 10, 2025) indicates the achievement of specific triggering events or performance milestones as outlined in the Corporate Action, Change of Control, and Extraordinary Performance Agreement.
- The compensation structure, including performance-based RSU awards tied to quarterly revenue milestones, incentivizes management to drive company growth and financial performance.
Future Outlook
The Reporting Person does not currently have a plan or proposal for major corporate transactions but reserves the right to effect such actions in the future. The Corporate Action, Change of Control, and Extraordinary Performance Agreement outlines potential future RSU issuances to the Lead Director through the achievement of extraordinary performance-based quarterly revenue milestones, with measurement dates extending through December 31, 2025.
Management Comments
- The board of directors granted various stock awards and restricted stock units as components of annual compensation, bonuses, and in consideration for cash compensation reductions or deferments.
- The compensation committee adopted annual recommendations from an independent compensation consulting firm to determine compensation for executives and board members.
- The board determined the achievement of extraordinary performance-based quarterly revenue milestones for RSU issuances.
Industry Context
This filing primarily details an insider's beneficial ownership and compensation structure, which is common across publicly traded companies. The use of performance-based equity awards, such as RSUs tied to revenue milestones, is a prevalent practice in the technology sector to align executive incentives with company growth and shareholder value.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Agreement | The Issuer entered into a Corporate Action, Change of Control, and Extraordinary Performance Agreement with James P. Geiskopf on October 31, 2024, outlining the terms for fully vested restricted stock units subject to triggering events, including performance-based quarterly revenue milestones. | October 31, 2024 | This agreement formalizes performance incentives for a key director, aligning his compensation with the company's strategic and financial achievements, potentially enhancing corporate performance and shareholder value. |
| Compensation Practices | The compensation committee of the Issuer's board of directors adopted annual recommendations from an independent compensation consulting firm to determine compensation for executives and board members. | Ongoing | Utilizing an independent compensation consultant suggests a commitment to fair and market-aligned executive compensation practices, which can improve governance transparency and accountability. |
Related Party Transactions
- The various stock awards, restricted stock units, and stock options granted to James P. Geiskopf, the Lead Director, constitute related party transactions as they involve compensation arrangements between the company and a key management figure.
Stakeholder Impact
- Shareholders: The significant and increasing insider ownership, particularly through performance-based awards, can be viewed positively as it aligns the Lead Director's financial interests directly with shareholder value creation.
- Management/Employees: The compensation structure, including equity awards and performance incentives, provides a clear framework for rewarding leadership based on company performance, potentially motivating other key personnel.
Next Steps
- Potential future RSU issuances to the Lead Director based on the achievement of quarterly revenue milestones on September 30, 2025, and December 31, 2025.
Key Dates
| Date | Description |
|---|---|
| October 8, 2019 | Restricted Stock Award granted to Reporting Person. |
| November 11, 2019 | Restricted Stock Award granted to Reporting Person. |
| December 9, 2019 | Restricted Stock Award granted to Reporting Person. |
| December 23, 2019 | Bonus of $150,000 in 17 shares and RSA of 18 shares granted and vested; Restricted stock award of 18 shares granted (vested one-year anniversary). |
| April 10, 2020 | 2 shares granted to Reporting Person pursuant to COVID-19 Full Employment and Cash Preservation Plan. |
| July 29, 2020 | Stock award of 5 shares (bonus) and restricted stock award of 19 shares (annual compensation) granted (latter vested one-year anniversary). |
| January 4, 2021 | Restricted stock award of 13 shares granted (vested one-year anniversary). |
| November 17, 2022 | Stock options to purchase 26 shares granted and fully vested; 17 restricted stock unit awards granted (vested monthly over four months starting Dec 31, 2022). |
| December 31, 2022 | Commencement of monthly vesting for 17 restricted stock unit awards granted on November 17, 2022. |
| January 20, 2023 | Previous grant of 17 shares cancelled, stock option to purchase 17 shares issued. |
| June 21, 2023 | 50 shares of common stock issued for deferment of cash salary; Stock option to purchase 815 shares granted (vested on first anniversary). |
| October 31, 2024 | Corporate Action, Change of Control, and Extraordinary Performance Agreement signed with James P. Geiskopf. |
| November 7, 2024 | 16,310 restricted stock units granted to Reporting Person (will vest on first anniversary). |
| December 31, 2024 | First Measurement Date for performance-based quarterly revenue milestones under the Extraordinary Performance Agreement. |
| January 7, 2025 | 24,279 restricted stock units granted to Reporting Person (will vest on first anniversary). |
| March 10, 2025 | 60,000 restricted stock units vested pursuant to the Extraordinary Performance Agreement. |
| March 31, 2025 | Second Measurement Date for performance-based quarterly revenue milestones under the Extraordinary Performance Agreement. |
| April 10, 2025 | 60,000 restricted stock units vested pursuant to the Extraordinary Performance Agreement. |
| July 7, 2025 | 80,000 restricted stock units vested pursuant to the Extraordinary Performance Agreement, triggering the filing of this statement. |
| July 11, 2025 | Date used for calculating outstanding shares (1,577,955 shares). |
| September 30, 2025 | Third Measurement Date for performance-based quarterly revenue milestones under the Extraordinary Performance Agreement. |
| December 31, 2025 | Fourth Measurement Date for performance-based quarterly revenue milestones under the Extraordinary Performance Agreement. |
Recommendation
holdKeywords
Verb Technology, James P. Geiskopf, Schedule 13D, Beneficial Ownership, Restricted Stock Units, Stock Options, Insider Ownership, Corporate Governance, Executive Compensation, SEC Filing
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