Howard Goldberg
About Howard Goldberg
Howard Goldberg, age 80, is VerifyMe’s Lead Independent Director; he has served on the board since July 2017 and has been Lead Independent Director since 2020 . He holds a law degree from New York University and previously served as managing partner of a New Jersey law firm specializing in gaming regulatory law and real estate (1970–1994) . His background includes CEO/President roles, extensive public company board service, and chairing governance committees, which underpin board independence and oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Player’s International (public, gaming) | President, CEO, Director | 1994–1998 | Led operations until sale to Harrah’s Entertainment |
| Imall Inc. (public, e-commerce) | Director; Audit Committee member | Pre-sale to Excite-at-Home | Financial oversight on audit committee |
| Shelbourne Entities | Director; Audit Committee member | Aug 2002–Apr 2004 | Audit committee participation through liquidation |
| Winthrop Realty Trust (public REIT) | Trustee; Lead Independent Trustee | Dec 2003–Aug 2016 | Audit; Nominating & Corporate Governance; lead independent trustee |
| Winthrop Realty Liquidating Trust | Trustee | Through Dec 2019 | Oversaw liquidation process |
| New York REIT, Inc. | Director | Mar 2017–Oct 2018 | Board service through conversion to LLC |
| New York REIT LLC | Manager | Oct 2018–Nov 2022 | Manager role at post-conversion entity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Winthrop Realty Trust | Trustee; Lead Independent Trustee | 2003–2016 | Audit; Nominating & Corporate Governance; leadership role |
| Winthrop Realty Liquidating Trust | Trustee | Until Dec 2019 | Post-trust liquidation governance |
| New York REIT, Inc. | Director | 2017–2018 | Transitioned to LLC |
| New York REIT LLC | Manager | 2018–2022 | Management oversight |
| Imall Inc. | Director; Audit Committee | Pre-sale | E-commerce governance |
Board Governance
- Roles at VRME: Lead Independent Director; member of Audit, Compensation, Nominating & Corporate Governance (Chair), and Mergers & Acquisitions committees .
- Independence: Board determined Goldberg is independent under Nasdaq standards (FY2024/2025 governance disclosures) .
- Attendance: Board met 10 times in FY2024; all directors attended ≥75% except Edmonds and Laffer—Goldberg met the ≥75% threshold . Board met 5 times in FY2023; Goldberg met ≥75% .
- Committee cadence (FY2024): Audit (4 meetings); Compensation (2); Nominating & Corporate Governance (1) . FY2023 cadence: Audit (4); Compensation (2); Nominating & Corporate Governance (1) .
- Executive sessions and independent leadership: Lead Independent Director presides over executive sessions as needed, chairs meetings in vice chair’s absence, and engages with major stockholders, reinforcing independent oversight .
- M&A Committee: Reviews M&A opportunities and integrations; meets weekly—indicates active deal oversight .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $125,000 | $125,000 | $56,000 |
| Option Awards ($) | $0 | $0 | $0 |
| Cash Fees ($) | $0 (not disclosed; policy equity-focused) | $0 (not disclosed; policy equity-focused) | $0 (not disclosed; policy equity-focused) |
| Total ($) | $125,000 | $125,000 | $56,000 |
- Director Compensation Policy evolution: 2021 policy $75k base + $25k for committee chair/LID; increased base to $100k starting Jan 1, 2022 . In 2023, non-employee directors received $100k equity awards + $25k for each director serving as committee chair or Lead Independent Director; one-year vesting; election for RSUs vs restricted stock permitted . Starting FY2024, annual award fixed at 35,000 RSUs or 35,000 restricted shares with one-year vest; deferral/election mechanics retained .
Performance Compensation
| Year | Award Form | Annual Grant Value/Quantity | Vesting Terms | Performance Metrics |
|---|---|---|---|---|
| 2022 | RSUs or Restricted Stock | Base $100,000; +$25,000 if chair/LID | Vests in full at 1-year anniversary or upon death/disability; payable at separation or elected earlier date | None (time-based director equity) |
| 2023 | RSUs or Restricted Stock | $100,000 base; +$25,000 for chair/LID | Vests in full at 1-year anniversary or upon death/disability; payable at separation or elected earlier date | None (time-based director equity) |
| 2024 | RSUs or Restricted Stock | 35,000 RSUs or 35,000 restricted shares | Vests in full at 1-year anniversary or upon death/disability; payable at separation or elected earlier date | None (time-based director equity) |
- Award limitations: Aggregate director compensation (equity grant-date fair value + cash fees/property) capped at $300,000 per fiscal year; exceptions permitted for non-executive chair by independent directors .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlocks/Notes |
|---|---|---|---|
| Winthrop Realty Trust | Trustee; Lead Independent Trustee | Audit; Nominating & Corporate Governance | REIT governance, lead independent role |
| New York REIT, Inc. | Director | — | Transition to LLC; continued as manager |
| New York REIT LLC | Manager | — | Manager post-conversion; until Nov 2022 |
| Imall Inc. | Director; Audit Committee | Audit | E-commerce oversight |
| Shelbourne Entities | Director; Audit Committee | Audit | Service through liquidation |
Expertise & Qualifications
- Legal and regulatory expertise (NYU law degree), with specialization in gaming regulation and real estate; prior law firm managing partner .
- Public company board experience across REITs and technology-enabled commerce; audit and governance committee participation; lead independent trustee background .
- Operating executive experience (President/CEO of Player’s International); M&A oversight via VRME’s weekly M&A Committee meetings .
Equity Ownership
| Metric | 2018 (Apr) | 2021 (Apr) | 2023 (Apr) | 2024 (Apr) | 2025 (May) | 2025 (Aug) |
|---|---|---|---|---|---|---|
| Shares Beneficially Owned | 3,636,755 | 146,136 | 226,856 | 328,662 | 343,662 | 338,662 |
| Percent of Shares Outstanding | 4.21% | 1.96% | 2.4% | 3.2% | 2.7% | 2.7% |
- Outstanding equity awards (as of Dec 31, 2024): 35,000 unvested stock awards; 25,000 unexercised options .
- No disclosure of shares pledged or hedging activity in the cited proxy materials; none found to date .
Governance Assessment
- Alignment: Meaningful personal ownership (≈2.7% in 2025) alongside equity-only director compensation (time-based RSUs/restricted stock) supports shareholder alignment; no cash retainers disclosed in 2022–2024 director tables .
- Independence and leadership: Formally independent; serving as Lead Independent Director and chair of Nominating & Corporate Governance enhances board checks and succession/refresh oversight .
- Engagement: Met board attendance threshold in FY2024/FY2023; participates across key committees; M&A committee’s weekly cadence signals active strategic oversight .
- Compensation structure signals: Shift from variable fair-value grants (2022–2023) to fixed-share grants (35k RSUs/shares in 2024) reduces market-value volatility and could modestly dilute performance sensitivity; the $300k cap constrains pay escalation .
- Potential conflicts and RED FLAGS: Prior consulting for VerifyMe’s predecessor and for VerifyMe in 2016–2017 introduces historical related-party exposure; 2018 participation in a director-heavy private placement and accelerated vesting of director restricted stock mark governance risk indicators, though not uncommon in micro-cap contexts .
- Succession/tenure: Long service since 2017 and age 80 may heighten refresh/succession considerations; offset by independent leadership and committee breadth .
Director Compensation (Policy Details)
| Element | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Equity Award | $100,000 RSUs/restricted stock | $100,000 RSUs/restricted stock | 35,000 RSUs or 35,000 restricted shares |
| Chair/LID Increment | +$25,000 | +$25,000 (per chair or LID) | Not specified beyond fixed shares |
| Vesting | Full at 1-year or death/disability; payable at separation or elected earlier date | Same | Same |
| Annual Award Cap | $300,000 aggregate (equity + cash) | $300,000 cap | $300,000 cap |
Committee Assignments
| Committee | Role | FY 2023 Meetings | FY 2024 Meetings |
|---|---|---|---|
| Audit | Member | 4 | 4 |
| Compensation | Member | 2 | 2 |
| Nominating & Corporate Governance | Chair | 1 | 1 |
| Mergers & Acquisitions | Member | Weekly cadence (process oversight) | Weekly cadence (process oversight) |
Related-Party Transactions (Historical)
- Consulting: Part-time consulting to Laser Lock Technologies (predecessor) in 2003–2005; consulting to VerifyMe in 2016–2017 (before/early in board tenure) .
- 2018 financings and equity actions: Participated in company private placement ($115,000 for 1,644,500 shares and 1,644,500 warrants); director restricted stock grants in 2017–2018 were accelerated to vest immediately in April 2018—both signal potential governance risk in early-stage capital structuring .
RED FLAGS
- Historical related-party exposure via consulting and director-led financings; accelerated vesting of director equity in 2018 .
- Fixed-share grants (35k units in 2024) reduce sensitivity to performance outcomes vs PSUs; directors’ awards are time-based without explicit performance metrics .
Notes
- No disclosures found regarding director stock ownership guidelines, pledging, hedging, clawbacks for directors, or director meeting fees in the cited materials; policy and tables emphasize equity awards with one-year vesting .