SCHEDULE: Verb Tech Lead Director Boosts Stake to 25.7%
Schedule 13D Amendment
Verb Technology Company's Lead Director, James P. Geiskopf, has significantly increased his beneficial ownership to 25.7% through various stock awards and a new 4-year non-compete agreement.
Summary
- James P. Geiskopf, Lead Director of Verb Technology Company, Inc., now beneficially owns 801,616 shares of common stock, representing 25.7% of the outstanding shares.
- This ownership includes 740,589 vested restricted stock units (RSUs), 169 shares of common stock, and 858 shares underlying stock options exercisable within 60 days.
- Recent significant grants include 400,000 RSUs on August 2, 2025, for a 4-year non-compete agreement, and 160,000 RSUs on July 31, 2025, under a Corporate Action, Change of Control, and Extraordinary Performance Agreement.
- The percentage is calculated based on 3,113,616 shares outstanding as of August 5, 2025, plus 858 shares from exercisable options.
Sentiment
Score: 8
Explanation: The significant increase in beneficial ownership by the Lead Director, coupled with a new 4-year non-compete agreement and performance-based RSU grants, indicates strong insider confidence and a long-term commitment to the company's success. This aligns management incentives with shareholder value.
Positives
- Significant increase in beneficial ownership by a key insider (Lead Director) to 25.7%, indicating strong confidence in the company's future.
- The Lead Director entered into an expansive 4-year non-compete agreement, suggesting long-term commitment and stability in leadership.
- Portions of compensation were tied to "extraordinary performance-based quarterly revenue milestones," aligning management incentives with company growth.
- The Lead Director accepted reductions in cash compensation in the past in exchange for stock, demonstrating a commitment to cash preservation for the company.
Future Outlook
The reporting person does not have a current plan or proposal for transactions but reserves the right to effect actions in the future. The Corporate Action, Change of Control, and Extraordinary Performance Agreement includes future "Revenue Milestones" through December 31, 2025, which could result in additional RSU grants. The 4-year non-compete agreement indicates a long-term commitment.
Management Comments
- "As of the date hereof, the Reporting Person does not have a plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D."
- "Notwithstanding the foregoing, the Reporting Person reserves the right to effect any such actions as any of them may deem necessary or appropriate in the future."
Industry Context
This filing is specific to an insider's ownership and does not provide broader industry context or competitive analysis.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Agreement with Lead Director | The Issuer entered into a Corporate Action, Change of Control, and Extraordinary Performance Agreement with James P. Geiskopf (Lead Director) on October 31, 2024, providing for fully vested restricted stock units (RSUs) subject to "Triggering Events" and "Revenue Milestones." | October 31, 2024 | Aligns executive compensation with company performance and provides incentives for achieving revenue targets. |
| Non-Compete Agreement | The Lead Director received 400,000 RSUs in partial consideration for an expansive 4-year non-compete agreement. | August 2, 2025 | Enhances stability in leadership and secures the Lead Director's long-term commitment to the company. |
Related Party Transactions
- The Corporate Action, Change of Control, and Extraordinary Performance Agreement dated October 31, 2024, between the Issuer and James P. Geiskopf (Lead Director) is a related party transaction involving significant RSU grants tied to performance and a non-compete agreement.
- Various past stock awards and options granted to the Lead Director as compensation for his services are also related party transactions.
Stakeholder Impact
- Shareholders: The significant increase in insider ownership (25.7%) by the Lead Director, along with a long-term non-compete agreement, could be viewed positively as it aligns management's interests with shareholders and signals confidence in the company's future. Performance-based RSU grants also tie executive compensation to company success.
Next Steps
- Achievement of quarterly Revenue Milestones through December 31, 2025, as determined by the Board, which may result in additional RSU grants to the Lead Director.
Key Dates
| Date | Description |
|---|---|
| October 8, 2019 | Board granted Restricted Stock Award. |
| November 11, 2019 | Board granted Restricted Stock Award. |
| December 9, 2019 | Board granted Restricted Stock Award. |
| December 23, 2019 | Board granted restricted stock award for annual compensation; bonus shares and RSA shares vested immediately. |
| April 10, 2020 | Issuer granted shares pursuant to COVID-19 Full Employment and Cash Preservation Plan. |
| July 29, 2020 | Board granted stock award for bonus and restricted stock award for annual compensation. |
| January 4, 2021 | Board granted restricted stock award for annual compensation. |
| November 17, 2022 | Board granted stock options and restricted stock unit awards (vesting over 4 months from Dec 31, 2022). |
| January 20, 2023 | Board cancelled previous RSU grant and issued stock option. |
| June 21, 2023 | Shares issued for deferment of cash salary; compensation committee granted stock option. |
| October 31, 2024 | Corporate Action, Change of Control, and Extraordinary Performance Agreement entered into. |
| November 7, 2024 | Compensation committee granted 16,310 restricted stock units. |
| December 31, 2024 | First "Measurement Date" for revenue milestones. |
| January 7, 2025 | Compensation committee granted 24,279 restricted stock units. |
| March 10, 2025 | Reporting Person received 60,000 restricted stock units. |
| March 31, 2025 | Second "Measurement Date" for revenue milestones. |
| April 10, 2025 | Reporting Person received 60,000 restricted stock units. |
| June 30, 2025 | Third "Measurement Date" for revenue milestones. |
| July 7, 2025 | Reporting Person received 80,000 restricted stock units. |
| July 31, 2025 | Date of event requiring filing; Reporting Person granted 160,000 restricted stock units. |
| August 1, 2025 | 160,000 restricted stock units issued. |
| August 2, 2025 | Reporting Person granted 40,589 and 400,000 restricted stock units. |
| August 4, 2025 | 40,589 and 400,000 restricted stock units issued. |
| August 5, 2025 | Date of filing; shares outstanding calculation date. |
| September 30, 2025 | Fourth "Measurement Date" for revenue milestones. |
| December 31, 2025 | Fifth "Measurement Date" for revenue milestones. |
Recommendation
strong buyThe Lead Director's substantial increase in beneficial ownership to 25.7% of the company, coupled with a new 4-year non-compete agreement and performance-based RSU grants, signals a very strong conviction in the company's long-term prospects and aligns management incentives directly with shareholder value creation. This level of insider commitment is a highly positive indicator for investors.
Keywords
Verb Technology Company, James P. Geiskopf, Schedule 13D, beneficial ownership, restricted stock units, stock options, insider ownership, corporate governance, non-compete agreement, executive compensation
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