VerifyMe announces Share Repurchase Plan and Changes to Board Compensation Program
LAKE MARY, Fla., Dec. 8, 2023 /PRNewswire/ -- VerifyMe, Inc. (NASDAQ: VRME) together with its subsidiaries, Trust Codes Global Limited ("Trust Codes Global") and PeriShip Global LLC ("PeriShip Global"), (together "VerifyMe," "we," "our," or the "Company") provides brand owners time and temperature sensitive logistics, supply chain traceability, authentication, anti-counterfeiting, and data-rich brand enhancement services, announced today that the Company's board of directors (the "Board") approved a share repurchase plan and changes to our Board compensation program.
The Board has approved a plan to repurchase shares of the Company's common stock for up to $500,000. The Company may repurchase shares of common stock from time to time as market conditions warrant, subject to legal considerations. The Company may also repurchase shares under a Rule 10b5-1 compliant trading plan. The share buyback authorization does not oblige the Company to acquire any specific number of shares in any period or at all, and may be modified, suspended or discontinued at the discretion of the Board at any time. Purchases may be made on the open market, through block trades and in privately negotiated transactions. The repurchases will be funded from cash generated from operations. The repurchases will be made at management's discretion while maintaining sufficient liquidity to invest in strategic growth initiatives. The repurchase program authorization will expire on December 31, 2024.
Historically, the Board receives an annual retainer in the form of restricted stock units or restricted stock awards with a grant date fair value equal to $100,000 for their compensation for serving on the Board. If a director serves as the Chair of a Board committee, or as Lead Independent Director, they receive additional restricted stock units or restricted stock awards with a grant date fair value of $25,000. Annual director equity awards are made at the annual meeting and vest on the first anniversary date of the grant. During 2023, the current members of the Board did not receive compensation for their first five months of service on the Board. In addition, the Board has agreed to reduce both their annual equity retainer and compensation for those serving as Board committee chairs or Lead Independent Director by 50%, beginning after the 2024 shareholder meeting. Board members have participated in VerifyMe's last two capital raises and Board members are continuing to purchase shares in the open market.
Adam Stedham, President and CEO of VerifyMe said "I am excited about the operational aspects of both segments of our business and the growth prospects in front of us. We want to have all capital allocation options available to ensure we can optimize both our short and long-term shareholder value creation. I am pleased to see the Board's continuing commitment to ensuring the company has the resources to fully execute on our strategy."
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