David Edmonds
About David Edmonds
David Edmonds, age 68, is an independent director of VerifyMe, Inc. (VRME) and has served on the Board since June 2023; he is a graduate of Kent State University with a 41-year career in transportation and logistics, including Senior Vice President, Worldwide Services at FedEx from April 2001 to December 2020 and integration work on the Caliber–FedEx merger . He also served on the board of VRME’s wholly owned subsidiary PeriShip Global LLC since June 2022, bringing deep logistics and service operations expertise to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx | Senior Vice President, Worldwide Services | Apr 2001 – Dec 2020 | Led global services; earlier helped integrate Caliber System with FedEx post-merger |
| FedEx/Caliber (integration) | Executive involved in merger integration | Pre-2001 (prior to SVP role) | Drove aligning Caliber System and FedEx operations under the FedEx Corp umbrella |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PeriShip Global LLC (VRME subsidiary) | Director | Since Jun 2022 | Oversight at VRME’s logistics subsidiary; internal alignment with VRME’s precision logistics strategy |
| Other public company boards | — | — | No other public company directorships disclosed in VRME’s proxy for Edmonds |
Board Governance
- Independence: The Board determined Edmonds is independent under Nasdaq listing standards .
- Committee assignments: Compensation Committee member during FY2024 (committee held 2 meetings) .
- New oversight responsibility: Appointed to the Audit Committee effective September 26, 2025 following Dr. Arthur Laffer’s resignation, increasing his financial oversight remit .
- Attendance/engagement: The Board met 10 times in FY2024; all directors met the 75% threshold except Edmonds and Laffer, who each missed three board meetings—a cautionary signal on engagement .
- Board structure context: Lead Independent Director is Howard Goldberg; independent directors hold executive sessions, reinforcing independent oversight .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Equity Grant Type | Equity Fair Value ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | Not disclosed (no cash shown in table) | Not disclosed (no fees shown) | Not disclosed (no fees shown) | RSUs (Edmonds elected RSUs; others received restricted stock) | 56,000 | Annual director grant under policy; appears equity-only for 2024 |
- Director Compensation Policy: Starting in FY2024, each non-employee director receives an annual award of 35,000 RSUs or 35,000 shares of restricted stock granted after the annual meeting; vests in full on the earlier of the one-year anniversary or death/disability, and is payable at separation or an earlier elected date (election must be made ≥15 days before the prior-year annual meeting) .
Performance Compensation
| Performance Metric | Applies to Director Pay? | Details |
|---|---|---|
| Company financial/TSR metrics (e.g., EBITDA, TSR) | No | No performance-based metrics disclosed for non-employee director compensation; awards are time-based RSUs/restricted stock with 1-year vest |
| Vesting/Payment features | N/A | Full vest on 1-year anniversary (or death/disability); payable at separation or earlier elected date per policy |
Other Directorships & Interlocks
| Company | Type | Role | Interlock or Potential Conflict |
|---|---|---|---|
| PeriShip Global LLC | Subsidiary (wholly owned by VRME) | Director | Internal subsidiary board; no conflict indicated |
| Other public boards | — | — | None disclosed for Edmonds in VRME proxy |
- Related-party transactions: 2023 convertible notes involved certain insiders (CEO, Chair, others) and related entities; Edmonds is not listed among related-party purchasers in the transaction summary .
Expertise & Qualifications
- Transportation/logistics operator with 41-year industry career and large-scale services leadership (FedEx SVP, Worldwide Services) .
- M&A integration experience (Caliber–FedEx) .
- Education and affiliations: Kent State University; member of the American Management Association, Council for Logistics Management, and Sales and Marketing Executive Council of the Advisory Board .
Equity Ownership
| Item | Amount | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 119,662 | Aug 11, 2025 | 1.0% of common stock outstanding |
| Percent of outstanding | 1.0% | Aug 11, 2025 | Based on 12,323,666 shares outstanding |
| Vested RSUs (payable at separation) | 50,217 | Aug 11, 2025 | Included within beneficial ownership |
| Unvested stock awards outstanding | 35,000 | Dec 31, 2024 | Aggregate unvested stock awards at FY-end |
| Options outstanding | 0 | Dec 31, 2024 | Aggregate unexercised options: “—” for Edmonds |
| Hedging/Pledging | Hedging prohibited; no pledging disclosure | 2025 proxy | Company anti-hedging policy covers directors; no pledging by Edmonds disclosed |
Governance Assessment
- Strengths: Independent director with deep logistics and large-scale services expertise; compensation is equity-based (no cash retainer disclosed) anchoring alignment; holds ~1.0% beneficial stake with 50,217 vested RSUs payable at separation, signaling meaningful “skin in the game” .
- Recent signal: Appointment to Audit Committee (Sept 26, 2025) elevates oversight responsibilities—positive for board breadth and financial oversight continuity after Laffer’s resignation .
- Attendance caution: Edmonds missed three board meetings in FY2024 (Board met 10 times), which meets the 75% minimum but trails peers—monitor for improvement given expanded committee load. RED FLAG (minor) .
- Conflicts/related-party exposure: No Edmonds-related transactions disclosed in the related-party section; absence in 2023 convertible note purchasers reduces conflict risk .
- Director pay structure: Time-based RSUs/restricted stock vesting after one year (or earlier on death/disability) with payment deferral until separation or elected date supports alignment but offers limited performance linkage (no PSU-like metrics for directors) .