Marshall Geller
About Marshall Geller
Marshall Geller (age 86) is VerifyMe’s Non-Executive Vice Chairman, an independent director since July 2017, and the Audit Committee Chair; he also serves on the Nominating & Corporate Governance, Executive, and M&A Committees . The Board has determined he is independent, and he is designated an “Audit Committee Financial Expert,” reflecting 50+ years in corporate finance/investment banking (including 21 years as Senior Managing Partner at Bear Stearns) and private equity (founder/Senior Investment Advisor, St. Cloud Capital) . In FY2024, the Board met 10 times and all directors except Messrs. Edmonds and Laffer met the ≥75% attendance threshold; Geller met the standard .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GP Strategies Corporation (NYSE:GPX) | Director; Audit Committee member | 2002–Oct 2021 | Oversight of audit/financial reporting |
| Wright Investors’ Service Holdings (OTCMKT:WISH) | Director | Jan 2015–Oct 2018 | Board-level governance |
| G3 VRM Acquisition Corp. (Nasdaq: GGGV) | Director; Audit Committee member | Jun 2021–Jul 2022 | SPAC oversight |
| California Pizza Kitchen (Nasdaq: CPKI) | Director | 2008–2011 | Board service |
| Hexcel Corporation (NYSE: HXL) | Director | 1994–2003 | Board service |
| St. Cloud Capital | Founder; Senior Investment Advisor | Dec 2001–Sep 2017 | Private equity leadership |
| Bear, Stearns & Co. | Senior Managing Partner | 21 years | Led LA, SF, Chicago, HK, Far East operations |
External Roles
| Organization | Role | Status |
|---|---|---|
| Easy Smart Pay (California State Association of Counties Finance Corp. PPP) | Director | Current |
| UCLA Health System | Board of Directors | Current |
| Cedars-Sinai Medical Center | Board of Governors | Current |
| California State University, Los Angeles | Dean’s Advisory Council (College of Business & Economics) | Current |
Board Governance
- Roles: Non-Executive Vice Chairman; Audit (Chair); Nominating & Corporate Governance; Executive; M&A .
- Independence: Board affirms independence (Geller, Goldberg, Greenberg, Laffer, Edmonds independent; CEO Stedham not independent) .
- Financial expert: Board designated Geller as “Audit Committee Financial Expert” .
- Attendance: Board held 10 meetings in FY2024; all directors then in office met ≥75% attendance except Edmonds and Laffer; Committee meetings: Audit (4), Compensation (2), Nominating (1) .
- Leadership structure: Non-executive Chair (Greenberg); Vice Chair (Geller); Lead Independent Director (Goldberg). Independent directors (lead/vice chair) preside over executive sessions; directors encouraged to attend annual meetings (all attended 2024 meeting) .
- Key policies: Code of Ethics (applies to directors), insider trading and anti-hedging policy for directors/officers/employees .
Fixed Compensation (Director)
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | Not disclosed | Not disclosed |
| Committee chair/lead independent fees (cash) | Not disclosed | Not disclosed |
| Equity – annual grant | $125,000 stock awards (included $25,000 chair/lead add-on under 2023 policy) | $56,000 stock awards (fixed 35,000 RSUs or 35,000 shares policy) |
| Options | $0 | $0 |
| All other compensation | $0 | $0 |
Notes:
- Director Compensation Policy shifted from value-based ($100k + $25k for chairs/leads) in 2023 to a fixed 35,000 RSUs or shares starting FY2024; grants vest fully at the earlier of one year or death/disability, and pay upon separation or elected earlier date .
Performance Compensation
| Performance link in director pay | Detail |
|---|---|
| None disclosed | Director equity grants are time-based (RSUs or restricted stock) under the policy; no director performance metrics reported. Company states grants are not timed around MNPI; no option repricing disclosed . |
Other Directorships & Interlocks
| Company | Current/Past | Role/Notes |
|---|---|---|
| GP Strategies (NYSE:GPX) | Past | Geller director (2002–2021) ; VerifyMe Chair Scott Greenberg was GP Strategies Chairman/CEO (long tenure), indicating a historical network connection between two VRME directors . |
| G3 VRM Acquisition Corp. (GGGV) | Past | Director; Audit Committee member (Jun 2021–Jul 2022) . |
| California Pizza Kitchen; Hexcel | Past | Director at both (years noted above) . |
Expertise & Qualifications
- Deep financial oversight: Audit Committee Chair and designated Audit Committee Financial Expert .
- 50+ years in corporate finance/investment banking; senior leadership at Bear Stearns across multiple geographies .
- Private equity founder/advisor (St. Cloud Capital) with multi-sector investing and governance experience .
- Broad public/private board service spanning industrials, consumer, training/services, and SPACs .
Equity Ownership
| As of date | Total beneficial ownership (sh) | % outstanding | Direct/Trust holdings | Vested RSUs (deferred) | Convertible note shares (in-the-money) | Warrants | Options outstanding | Unvested stock awards |
|---|---|---|---|---|---|---|---|---|
| Aug 11, 2025 | 708,622 | 5.6% | 370,034 (Geller Living Trust) | 68,310 (trust; payable upon separation) | 152,174 (from $175,000 note @ $1.15) | 31,104 | — | — |
| Dec 31, 2024 (position detail) | — | — | — | — | — | — | 23,000 options | 65,000 unvested stock awards |
| Citations: 2025 ownership totals/breakdown ; 2024 option/unvested stock positions . |
Pledging/hedging:
- Anti-hedging policy applies to directors .
- No pledging disclosure identified for Geller; the proxy notes a pledged account for another director (Goldberg), with no debt outstanding as of Apr 17, 2024 .
Related-Party Exposure and Potential Conflicts
- Convertible Notes (Aug 25, 2023): Company issued $1.1M of 8% subordinated convertible notes due Aug 25, 2026 at $1.15 conversion; $475k was purchased by related parties including the Geller Living Trust. Outstanding principal totaled $750k as of Aug 13, 2025; $118k total principal/interest paid through that date .
- 2022 Securities Purchase (Apr 12, 2022): Equity/warrant financing where four directors (including Geller) or affiliates purchased in aggregate 93,312 common shares and 93,312 5-year common warrants at $3.215 strike .
Implications:
- As Audit Chair and Vice Chairman, Geller’s and his trust’s participation in financings introduces a related-party dynamic that requires robust recusal and Audit Committee independence safeguards; transactions were disclosed with terms and balances, but continued monitoring is warranted given governance optics .
Governance Assessment
Strengths
- Independent Audit Chair with capital markets depth; designated financial expert enhances audit oversight credibility .
- Consistent attendance above threshold; active committee slate including Nominating & Corporate Governance and M&A .
- Director equity is time-based and aligned with long-term ownership; anti-hedging policy in place; clawback policy adopted Nov 17, 2023 for recovery of erroneously awarded incentive comp .
Risks / Red Flags
- Related-party financings (convertible notes and prior warrant financing) involving Geller’s trust could be perceived as conflicts, particularly given his Audit Chair role; transparent disclosure is provided but investor scrutiny is likely; no specific recusal language is detailed in the proxy .
- Prior involvement with VRME’s co-sponsored SPAC (G3 VRM Acquisition Corp.) coincided with a later company impairment tied to the SPAC in 2022 (company-wide); while not attributed to Geller’s actions, investors may consider historical associations in SPAC-related risk assessment .
Signals for Investors
- Ownership alignment is meaningful (5.6%), including deferred RSUs and convertible holdings; however, the financing participation should be weighed against independence expectations for an Audit Chair .
- Director pay moved from value-based grants in 2023 to fixed-share grants in 2024, reducing year-over-year director equity compensation—generally favorable for cost discipline and predictable dilution .