Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Approval of Compensation and Awards
On January 4, 2021, the board of directors (the "Board") of Verb Technology
Company, Inc. (the "Company," "we," "us," or "our") approved the elements of the
2021 compensation payable to our executive officers and directors upon the
recommendation of the Board's Compensation Committee (the "Committee"). The key
elements of our compensation program are summarized below. For the development
of the 2021 compensation program, the Committee retained Compensation Advisory
Partners LLC ("CAP"). CAP provided the Committee with advisory services only
with respect to executive and Board compensation. CAP reviewed the 2020
compensation paid to our executive officers and Board and compared our
compensation with certain companies CAP identified as peer companies. The
Committee's recommendation and the Board's approval of the 2021 compensation
program was based on various factors, including, among others, recommendations
made by CAP.
Base Salary and Target Bonus
On January 4, 2021, the Board approved an annual base salary equal to $490,000
for Rory J. Cutaia, the Company's Chairman of the Board, President, Chief
Executive Officer, Secretary and Director, and an annual base salary equal to
$250,000 for Jeffrey Clayborne, the Company's Chief Financial Officer. The Board
also approved a target annual performance-based cash bonus for 2021 calendar
year equal to $490,000 and $125,000 for Messrs. Cutaia and Clayborne,
respectively.
Restricted Stock Awards
On January 4, 2021, the Board granted annual restricted stock awards ("Annual
RSAs") under the Company's 2019 Omnibus Incentive Plan (the "2019 Plan") equal
to 317,682 and 190,609 shares of our common stock for Messrs. Cutaia and
Clayborne, respectively. The Annual RSAs represent the stock component of
Messrs. Cutaia's and Clayborne's annual compensation and are subject to a
four-year vesting period, with one quarter of the award vesting on the first,
second, third and fourth anniversaries of the date of grant.
Annual Performance-Based Cash Bonus
On January 4, 2021, the Board also approved an annual performance-based cash
bonus for the 2020 calendar year equal to $490,000 and $125,000 payable to
Messrs. Cutaia and Clayborne, respectively, effective as of January 4, 2021.
Messrs. Cutaia and Clayborne have determined that it is in the best interest of
the shareholders to defer the Company's payment of this annual performance-based
cash bonus to a date in the future to be determined by the Board.
Board Compensation
On January 4, 2021, the Board approved an annual cash retainer for each of its
non-employee directors equal to $175,000 for James P. Geiskopf, the Company's
Lead Director, and an annual cash retainer equal to $75,000 for each of Judith
Hammerschmidt, Nancy Heinen, Kenneth S. Cragun and Phillip J. Bond, the
Company's other non-employee directors.
On January 4, 2021, the Board also granted Annual RSAs under the 2019 Plan equal
to 101,658 shares of our common stock for Mr. Geiskopf and 50,829 shares of our
common stock for each of Mses. Hammerschmidt and Heinen and Messrs. Cragun and
Bond. The Annual RSAs represent the stock component of our non-employee
directors' compensation and vest on the one-year anniversary of the date of
grant.
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VERB TECHNOLOGY COMPANY, INC. 
