Scott Greenberg
About Scott Greenberg
Scott Greenberg (age 68) serves as Chairman of the Board at VerifyMe (VRME), having joined the Board in November 2019. He previously served as Executive Chairman (April 7, 2022–June 19, 2023) and Interim CEO (March 15, 2023–June 19, 2023). He brings deep finance and operational credentials, including prior roles as CEO, CFO, President and Chairman at GP Strategies, and has been designated an audit committee financial expert in past VRME proxies. As of 2025, the Board affirms his independent director status under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VerifyMe (VRME) | Director | Nov 2019–present | Initially Audit (Chair), Compensation, M&A (2019–2021); later Executive Committee (Chair), M&A. Independence status varied with Executive roles. |
| VerifyMe (VRME) | Chairman of the Board | Apr 15, 2021–present | Current committee assignments: Executive (Chair), M&A. |
| VerifyMe (VRME) | Executive Chairman | Apr 7, 2022–Jun 19, 2023 | Ceased Audit Chair and Compensation membership upon appointment; later served Interim CEO. |
| VerifyMe (VRME) | Interim Chief Executive Officer | Mar 15, 2023–Jun 19, 2023 | Combined executive leadership roles; returned to non-executive Chairman after Jun 19, 2023. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GP Strategies Corporation (NYSE:GPX) | Chairman of the Board | Aug 2018–Oct 2021 | Led Board until acquisition by Learning Technologies Group. |
| GP Strategies Corporation | Chief Executive Officer | Apr 2005–Jul 2020 | Prior President (2001–2006), CFO (1989–2005), EVP (1998–2001), VP (1985–1998). |
| Wright Investors’ Service Holdings, Inc. (OTCMKT:WISH) | Director | 2004–2015 | Formerly National Patent Development Corporation. |
Board Governance
- Independence: Board determined Greenberg is independent under Nasdaq in 2019–2021; became non-independent during Executive Chairman/Interim CEO tenure in 2022–2023; independence restored in 2025.
- Committee assignments: Historically Audit Chair and member of Compensation/M&A; currently chairs Executive Committee and serves on M&A.
- Attendance: Board held 10 meetings in FY 2024; all directors met at least 75% attendance except Edmonds and Laffer, implying Greenberg met the threshold. He attended annual meetings in 2021, 2022, and 2023.
- Leadership structure: Board separates Chairman and CEO roles; lead independent director (Howard Goldberg) presides over executive sessions; non-executive Vice Chairman (Marshall Geller) supports independent oversight.
- Anti-hedging policy: Company prohibits hedging of equity compensation (positive alignment signal).
Fixed Compensation
- Director Compensation Policy evolution:
- 2023 policy: $100,000 equity grant (RSUs or restricted stock) to non-employee directors; +$25,000 additional equity for committee chairs or lead independent director. Annual awards granted post-stockholder meeting; 1-year vest or upon death/disability; deferral election permitted.
- 2024 onward: Fixed-share grant of 35,000 RSUs or restricted stock per non-employee director annually, granted after annual meeting; 1-year vest or upon death/disability; deferral election permitted.
- Reported director equity compensation (Greenberg): | Year | Stock Awards ($) | Option Awards ($) | Total ($) | |---|---:|---:|---:| | 2019 | $1,519 | — | $1,519 | | 2020 | $94,000 | $34,290 | $128,290 | | 2022 | $310,625 | — | $310,625 | | 2024 | $56,000 | — | $56,000 |
Notes: VRME discloses no cash retainers or meeting fees for directors; compensation is equity-based under the policy.
Performance Compensation
-
Executive-linked performance awards (while Executive Chairman): | Grant Date | Instrument | Vesting Tranches | Performance Metric | Vesting Condition / Date | |---|---|---|---|---| | Apr 7, 2022 | RSUs (30,000) | 2 equal tranches | Stock price hurdles | Tranche 1: ≥$5.00 for 20 consecutive trading days by Apr 7, 2024 or Apr 7, 2025; Tranche 2: ≥$7.00 for 20 consecutive trading days by same windows. |
-
Time-based director awards:
- Restricted stock grants (e.g., 86,806 shares vested in full on June 7, 2024).
These performance metrics relate to Greenberg’s executive capacity; current director compensation is primarily time-based equity with no disclosed director-specific performance metrics.
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Transaction |
|---|---|---|
| GP Strategies (NYSE:GPX) | Chairman, CEO, CFO, President, Director | Background indicates deep operating experience; no current interlock with VRME. |
| Wright Investors’ Service Holdings (OTCMKT:WISH) | Director | Historical role; no current interlock disclosed. |
| VRME financing transactions | N/A | Directors (including Greenberg) participated in April 2022 equity/warrant financing and Aug 2023 convertible note financing. Potential related-party considerations. |
Expertise & Qualifications
- Audit Committee Financial Expert designation (2019 proxy) based on SEC rules.
- Multi-decade finance and operating track record (CEO, CFO, President, Chairman).
- M&A oversight: active role on VRME’s M&A Committee, including weekly engagement historically.
Equity Ownership
-
Beneficial ownership over time: | As-of Date | Shares Beneficially Owned | % of Outstanding | |---|---:|---:| | Apr 12, 2023 | 156,020 | 1.7% | | Apr 17, 2024 | 290,005 | 2.8% | | May 12, 2025 | 315,005 | 2.5% | | Aug 11, 2025 | 308,602 | 2.5% |
-
Ownership components (Apr 17, 2024): | Component | Quantity | Terms | |---|---:|---| | Vested RSUs (payable upon separation) | 68,310 | Deferred settlement feature | | Unvested restricted stock | 86,806 | Vest June 7, 2024 | | Stock options | 10,000 | Exercise price $3.505 | | Warrants | 6,403 | Exercise price $4.60 | | Warrants | 15,552 | Exercise price $3.215 | | Convertible note | 43,478 | $50,000 principal, conversion price $1.15 |
-
Pledging/Hedging: No pledging disclosed for Greenberg; the company has a no-hedging policy for directors and officers.
Insider Trades (Form 4: 2023–2025)
| Filing Date | Transaction Date | Type | Quantity | Price | Post-Transaction Holdings | Security | Source |
|---|---|---|---|---|---|---|---|
| 2025-10-10 | 2025-10-09 | Award (RSUs) | 35,000 | 0.00 | 35,000 | Restricted Stock Units | |
| 2025-09-23 | 2025-09-19 | Gift | 15,552 | 0.00 | 234,020 | Common Stock | |
| 2025-09-23 | 2025-09-19 | Gift | 8,403 | 0.00 | 225,617 | Common Stock | |
| 2025-09-23 | 2025-09-19 | Gift | 121,806 | 0.00 | 103,811 | Common Stock | |
| 2025-09-23 | 2025-09-22 | Gift | 4,800 | 0.00 | 99,011 | Common Stock | |
| 2025-09-23 | 2025-09-23 | Gift | 25,000 | 0.00 | 74,011 | Common Stock | |
| 2024-06-06 | 2024-06-05 | Award | 35,000 | 0.00 | 249,572 | Common Stock | |
| 2023-11-17 | 2023-11-15 | Purchase | 2,000 | 1.06 | 214,572 | Common Stock | |
| 2023-08-29 | 2023-08-25 | Award (Note) | — | 1.15 | — | 8% Convertible Note due 2026 | |
| 2023-06-16 | 2023-06-14 | Purchase | 500 | 1.42 | 212,572 | Common Stock | |
| 2023-06-13 | 2023-06-12 | Purchase | 500 | 1.43 | 212,072 | Common Stock | |
| 2023-06-13 | 2023-06-09 | Purchase | 701 | 1.43 | 211,572 | Common Stock | |
| 2023-06-08 | 2023-06-07 | Award | 86,806 | 0.00 | 210,871 | Common Stock | |
| 2023-03-21 | 2023-03-18 | Award | 56,819 | 0.00 | 56,819 | RSUs | |
| 2023-01-03 | 2023-01-01 | Exempt (RSU settlement) | 39,308 | 0.00 | 124,065 | Common Stock | |
| 2023-01-03 | 2023-01-01 | Exempt (RSU) | 39,308 | 0.00 | — | RSUs |
Related-Party Transactions (Conflict Risk)
- Convertible Notes (Aug 25, 2023): VRME issued $1.1M of 8% subordinated convertible promissory notes (maturing Aug 25, 2026; conversion price $1.15). Related parties and affiliates, including Chairman Scott Greenberg, participated in $475k of the notes. Outstanding was $1.1M as of Apr 17, 2024 and $750k as of May 12, 2025; $118k total principal/interest paid by May 12, 2025.
- Equity/Warrants Financing (Apr 12–14, 2022): Directors (including Greenberg) purchased 93,312 common shares and 93,312 5-year warrants (exercise $3.215).
Red flag: Director participation in issuer financings can create perceived conflicts; Board should ensure robust recusal and independent committee oversight.
Governance Assessment
-
Positives:
- Independence affirmed in 2025; separation of Chairman/CEO; presence of lead independent director and non-executive vice chairman.
- Strong financial oversight background; prior audit chair and audit committee financial expert designation.
- Equity-heavy director pay and disclosed anti-hedging policy support alignment.
- Consistent attendance above 75% in FY 2024.
-
Watch items / RED FLAGS:
- Related-party financings (2022 equity/warrants; 2023 convertible notes) involving directors including Greenberg.
- Significant gifts of common stock in Sept 2025 reduced direct holdings; assess alignment implications and any estate/tax planning disclosures.
- Role transitions (Executive Chairman/Interim CEO) temporarily compromised independence in 2022–2023; independence restored subsequently.
Overall, Greenberg’s board effectiveness benefits from deep finance/M&A experience and prior audit leadership, with alignment supported by equity compensation. The principal governance risk is participation in issuer-related financings; continuing transparent disclosure and independent committee oversight mitigate, but investors should monitor future transactions and any changes in director equity policies.