Form 4: VerifyMe CFO Nancy Meyers Retires, Details Stock Holdings and Performance-Based Vesting

VerifyMe, Inc.'s Chief Financial Officer, Nancy L. Meyers, has retired effective July 7, 2025, ceasing her Section 16 reporting obligations while detailing her common stock and performance-based restricted stock unit holdings.

Summary

• Nancy L. Meyers retired as Chief Financial Officer of VerifyMe, Inc. effective July 7, 2025.
• Following her retirement, Ms. Meyers is no longer subject to Section 16 reporting requirements for transactions in VerifyMe, Inc. equity securities.
• Ms. Meyers directly holds 22,870 shares of Common Stock, par value $0.001 per share.
• She indirectly holds 48 shares of Common Stock, par value $0.001 per share, through her spouse.
• Ms. Meyers directly holds 11,250 Restricted Stock Units (RSUs) granted under the issuer's salary reduction program, which are set to vest on January 1, 2026.
• She also directly holds 120,000 performance-based Restricted Stock Units, vesting in three tranches contingent on continued employment and specific stock price targets.
• Tranche 1 (35,000 shares) vests if the common stock price reaches $2.21 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027, with continued employment on or after June 18, 2024.
• Tranche 2 (40,000 shares) vests if the common stock price reaches $2.94 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027, with continued employment on or after June 18, 2025.
• Tranche 3 (45,000 shares) vests if the common stock price reaches $3.68 per share and trades at or above that price for 20 consecutive trading days prior to June 18, 2027, with continued employment on June 18, 2027.

Sentiment

Score: 5

Explanation: The document is a factual report of a CFO's retirement and her stock holdings, including performance-based RSUs. While a CFO's departure can be a significant event, the filing itself is neutral in tone and provides no immediate positive or negative financial performance data.

Positives

• The existence of performance-based Restricted Stock Units aligns management incentives with shareholder value creation, contingent on achieving specific stock price targets.

Negatives

• The retirement of a Chief Financial Officer could introduce uncertainty regarding financial leadership and strategic direction, especially if a successor is not immediately announced.

Risks

• Failure to meet the specified stock price targets ($2.21, $2.94, $3.68) for 20 consecutive trading days prior to June 18, 2027, would result in the forfeiture of the performance-based Restricted Stock Units.
• The vesting of performance-based RSUs is also contingent on the reporting person's continued employment until the specified dates (June 18, 2024, June 18, 2025, June 18, 2027), which may be impacted by the retirement.

Future Outlook

The vesting conditions for the performance-based Restricted Stock Units indicate specific stock price targets that VerifyMe's common stock needs to achieve by June 18, 2027, for the full vesting of these awards. These targets are $2.21, $2.94, and $3.68 per share.

Management Comments

• The reporting person retired as Chief Financial Officer of VerifyMe, Inc. effective July 7, 2025. As a result, the reporting person is no longer subject to Section 16 in connection with her transactions in the equity securities of VerifyMe, Inc. and therefore will no longer report any such transactions on Form 4 or Form 5.

Industry Context

This Form 4 filing is a standard regulatory disclosure detailing changes in beneficial ownership and an officer's departure, common across all publicly traded companies. It provides transparency into insider holdings and executive transitions within the company, rather than reflecting broader industry trends.

Management Changes

Corporate Governance

Related Party Transactions

• Nancy L. Meyers indirectly holds 48 shares of Common Stock through her spouse.

Stakeholder Impact

• Shareholders: The retirement of the CFO may raise questions about leadership continuity and future financial strategy. The performance-based RSUs align the former CFO's incentives with stock price appreciation, which could benefit shareholders if targets are met.
• Employees: The departure of a key executive can impact morale and organizational structure.

Next Steps

• The reporting person will no longer file Form 4 or Form 5 in connection with her transactions in VerifyMe, Inc. equity securities.

Key Dates

Keywords

VerifyMe, VRME, SEC Form 4, Chief Financial Officer, CFO retirement, stock ownership, restricted stock units, performance-based compensation, insider trading, corporate governance