Adam Stedham
About Adam Stedham
Adam H. Stedham, age 56, is VerifyMe’s Chief Executive Officer and President; he has served as a director since April 2022 and became CEO on June 19, 2023, adding the President title in August 2023 . He previously served as CEO and director of GP Strategies (June 2020–June 2023), and President of GP Strategies (Nov 2017–Oct 2021); earlier, he spent six years as a nuclear reactor operator in the U.S. Navy and later held senior roles at Learning Technologies Group plc following GP Strategies’ sale . Education: MBA (Anderson University), M.Ed. (University of Pennsylvania), and Master’s in Adult & Community Education (Ball State University) . Pay-versus-performance disclosures show the value of a $100 investment in VRME stock was $31.11 in 2023 and $42.83 in 2024, while net income was a loss of $3.39M in 2023 and $3.82M in 2024, framing TSR and profitability during his tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GP Strategies | Chief Executive Officer | Jun 2020–Jun 2023 | Led operations, M&A and strategy; served concurrently as director |
| GP Strategies | President | Nov 2017–Oct 2021 | Oversaw global operations and service lines |
| GP Strategies | Director | Jun 2020–Jun 2023 | Board oversight during sale to Learning Technologies Group plc |
| Learning Technologies Group plc | Senior Executive | Not disclosed | Senior executive role post-acquisition of GP Strategies |
| U.S. Navy | Nuclear Reactor Operator | 6 years | Technical/operational leadership experience |
| VerifyMe (VRME) | Chief Executive Officer | Since Jun 19, 2023 | Turnaround and growth focus; EBITDA-linked incentive design |
| VerifyMe (VRME) | President | Since Aug 2023 | Day-to-day operations and commercial leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| GP Strategies | Director | Jun 2020–Jun 2023 | Public company board experience |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $162,500 | $285,000 |
| Target Annual Bonus (% of Base) | Up to 50% | Up to 50%; payable in cash or stock at CEO’s election, based on 30‑day VWAP on approval date |
| All Other Compensation ($) | — | $14,250 |
| Total Compensation ($) | $1,145,819 | $312,094 |
- Salary Reduction Agreement: Effective July 2, 2024, 10% salary reduction through Dec 31, 2025, offset by RSU grants on Jul 1, 2024 and each Jan 1 during the term; RSU share count equals the projected annual salary reduction divided by $1.60, vesting in full the following Jan 1; pro‑rata vesting upon early termination except for cause .
Performance Compensation
2023 CEO Cash Bonus Schedule (per Employment Agreement)
| Metric | Target | Payout | Vesting/Timing |
|---|---|---|---|
| Adjusted EBITDA | $800,000 | 10% of Base Salary | Annual, based on Committee‑set targets |
| Adjusted EBITDA | $1,200,000 | 30% of Base Salary | Annual, based on Committee‑set targets |
| Adjusted EBITDA | $1,500,000 | 50% of Base Salary | Annual, based on Committee‑set targets |
- March 12, 2024 change: CEO bonus, if achieved, may be paid in cash or company common stock equal to the cash bonus divided by the 30‑day VWAP on the approval day .
Equity Awards and Vesting
| Award Type | Grant | Amount | Vesting Terms |
|---|---|---|---|
| Director Restricted Stock | 2023 (half‑year) | 34,014 shares | Vested in full on grant date |
| Time‑based RSUs | 2023 | 204,082 units | Vest in three equal annual increments over 3 years |
| Performance‑based RSUs (PSUs) | 2023 | 550,000 units | Tranche 1: 150,000 vests on/after Jun 19, 2024 if stock ≥ $2.21 for 20 consecutive trading days by Jun 19, 2027; Tranche 2: 200,000 vests on/after Jun 19, 2025 if stock ≥ $2.94 for 20 consecutive trading days by Jun 19, 2027; Tranche 3: 200,000 vests Jun 19, 2027 if stock ≥ $3.68 for 20 consecutive trading days by Jun 19, 2027 |
| Salary Reduction RSUs | Jul 1, 2024 and each Jan 1 during agreement | Shares = projected annual salary reduction ÷ $1.60 | Each grant vests in full on the following Jan 1; pro‑rata vesting upon agreement/employment termination except for cause |
- No option awards timing concerns disclosed for 2024 (no grants in the 4‑day window around filings) .
Equity Ownership & Alignment
| Ownership Metric | Apr 17, 2024 | May 12, 2025 | Aug 11, 2025 |
|---|---|---|---|
| Common Shares Beneficially Owned | 322,083 | 587,549 | 561,371 |
| Percent of Shares Outstanding | 3.1% (10,176,603 out.) | 4.6% (12,420,564 out.) | 4.5% (12,323,666 out.) |
| Footnotes (composition) | Includes 28,592 vested RSUs payable upon director separation; includes 152,174 shares underlying a presently exercisable $175,000 convertible note at $1.15/share | Same footnotes apply | Same footnotes apply |
- Anti‑hedging: Company policy prohibits directors, officers and employees from hedging or offsetting declines in company equity granted as compensation . Stock ownership guidelines/pledging policy not disclosed; footnotes detail vested RSUs and a convertible note but do not reference pledging by the CEO .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement Date | June 19, 2023 |
| Base Salary | $300,000 annually (subject to 10% Salary Reduction Agreement through Dec 31, 2025) |
| Annual Bonus Potential | Up to 50% of base salary; based on Adjusted EBITDA goals set annually by Compensation Committee; payment form can be cash or stock at CEO’s election per Mar 12, 2024 action |
| Equity Grants | 34,014 restricted shares (director service, fully vested at grant); 204,082 RSUs (time‑based, equal thirds over 3 years); 550,000 PSUs with stock price hurdles; Salary Reduction RSUs formulaic grants and single‑date vesting |
| Severance (death/disability) | Accrued but unpaid salary, reimbursable expenses, and any annual bonus for completed performance year not yet earned |
| Severance (for cause/without good reason) | No right to compensation |
| Severance (without cause/with good reason) | Salary continuation until the conclusion of the initial two‑year term; accelerated vesting of RSUs and retention of PSUs for remainder of performance period |
| Non‑compete/Restricted Period | Six (6) months restricted period per schedule |
| Benefits Continuation | If qualifying termination occurs ≤18 months after effective date: continuation through end of initial term (i.e., two years); if >18 months: six months |
Board Governance
- Board service: Director since April 2022; currently not independent due to CEO role .
- Committees: The Board has Audit, Compensation, Nominating & Corporate Governance, Executive, and M&A committees; Stedham is listed with Board Committee: Executive .
- Independence and leadership: Non‑executive Chairman (Scott Greenberg), non‑executive Vice Chairman (Marshall Geller), and a Lead Independent Director (Howard Goldberg) preside over executive sessions; Board prefers separation of Chair and CEO roles; CEO is not independent .
- Attendance: Board held 10 meetings in FY 2024; each director attended at least 75% of meetings and committees, except Messrs. Edmonds and Laffer who missed three board meetings .
Director Compensation
- Policy: Starting fiscal year 2024, each non‑employee director receives an annual grant of 35,000 RSUs or 35,000 restricted shares; awards vest in full on the earlier of one year from grant or death/disability, and are payable upon director separation or earlier elected date per policy .
- FY2024 director comp: Each director received $56,000 in stock awards; unvested/outstanding awards disclosed per director .
Say‑On‑Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstained | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory approval of NEO compensation (Oct 8, 2025) | 3,933,784 | 221,437 | 71,323 | 1,807,199 |
- Directors elected: Stedham received 4,054,245 votes for, 172,299 withheld; broker non‑votes 1,807,199 .
- Auditor ratified and reverse split authorization approved by stockholders .
Compensation Structure Analysis
- Cash vs equity mix: 2024 CEO salary paid $285,000 with modest $12,844 stock award; 2023 total comp elevated due to initial equity grants (restricted stock and large PSU package), showing front‑loaded equity emphasis at appointment .
- Shift to RSUs/stock settlement: 2024 change permits CEO bonus settlement in stock or cash using 30‑day VWAP; salary reduction agreement delivers formulaic RSUs, indicating incremental equity in lieu of cash compensation .
- Performance metrics stringency: 2023 EBITDA thresholds structured at $0.8M/$1.2M/$1.5M tiers; PSUs are entirely stock‑price hurdle based with multi‑year windows, aligning outcomes with TSR but potentially encouraging short‑term price focus around hurdle windows .
- Option awards: No options granted in timing windows around filings in 2024; current practice favors RSUs/PSUs over options .
Risk Indicators & Red Flags
- Anti‑hedging policy in place; pledging policy not disclosed in proxy; beneficial ownership footnotes do not indicate pledging by CEO .
- Severance includes accelerated RSUs and PSU retention, which can dilute discipline on performance post‑termination; however, PSU retention still requires meeting price hurdles .
- Say‑on‑pay advisory vote passed in Oct 2025, indicating acceptable shareholder sentiment toward compensation design .
- Board independence structure with non‑exec Chair and Lead Independent Director mitigates dual‑role concerns, but CEO is a voting director (not independent) .
Equity Ownership & Alignment Details
- CEO beneficial ownership was 322,083 shares (3.1%) as of Apr 17, 2024; rose to 587,549 (4.6%) as of May 12, 2025; and was 561,371 (4.5%) as of Aug 11, 2025, including 28,592 vested RSUs payable upon director separation and 152,174 shares from a convertible note at $1.15 .
- All directors and executive officers as a group held 19.7%–24.1% of common stock across the disclosed dates, indicating concentrated insider ownership .
Employment Contracts, Severance & Change‑of‑Control Economics
- CEO Employment Agreement (Jun 19, 2023): $300,000 base, up to 50% bonus tied to Adjusted EBITDA; grants of director RS, RSUs and PSUs as noted; severance varies by cause/without cause/good reason; accelerated RSU vesting and retention of PSUs post‑termination .
- Salary Reduction Agreement (Jul 2, 2024–Dec 31, 2025): 10% base salary reduction with RSUs replacing cash; RSUs vest following Jan 1; pro‑rata vesting upon early termination except for cause .
- Schedule terms: Restricted period 6 months; benefits continuation through end of initial term if ≤18 months since effective date, or 6 months otherwise .
Investment Implications
- Alignment: Large PSU package (550k units) with stock price hurdles creates strong TSR linkage; salary‑for‑RSU exchange (10%) adds incremental alignment but introduces near‑term supply at each vesting date (Jan 1) .
- Execution and payout risk: EBITDA‑linked annual bonus structure indicates operational discipline, but 2024 disclosures do not show CEO bonus paid; price‑hurdle PSUs may amplify sensitivity to market conditions and could trigger insider selling pressure upon hurdle achievements due to significant tranche sizes .
- Governance: CEO is a director (not independent), but the presence of a non‑exec Chair and Lead Independent Director with active committees mitigates independence concerns; board attendance was broadly compliant in 2024, supporting oversight continuity .
- Shareholder sentiment: 2025 say‑on‑pay support suggests investor acceptance of pay design; however, continued net losses and low TSR levels relative to $100 baseline highlight the need for demonstrable operational improvements to justify equity payouts .