Compensation Committee

The Purpose of the Compensation Committee

The purpose of the Compensation Committee (the “Committee”) of Verb Technology Company, Inc. (the  “Company”) is to discharge the responsibilities of the Company’s Board of Directors (the “Board”) relating  to compensation of the Company’s executives to produce an annual report on executive compensation for  inclusion in the Company’s proxy statement,; and to oversee and advise the Board on the adoption of  policies that govern the Company’s compensation programs, including stock and benefit plans.

Membership and Structure

The Committee shall consist of at least three directors, all of whom shall (a) meet the independence  requirements established by the Board and applicable laws, regulations, and listing requirements of The  NASDAQ Stock Market, LLC, (b) be a “non-employee director” within the meaning of Rule 16b-3 under  the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (c) be an “outside director”  within the meaning of Section 162(m) of the Internal Revenue Code of 1986. The Board shall appoint the  members of the Committee and the Chairperson of the Committee. The Board may remove any member  from the Committee at any time with or without cause.


The Committee shall meet at least four times a year at such times and places as it deems necessary to fulfill  its responsibilities. Additional meetings may occur as the Committee or its Chairperson deems advisable.  The Committee may invite such members of management to its meetings as it deems appropriate. However,  the Committee shall meet regularly without such members present, and in all cases the Chief Executive  Officer (“CEO”) and any other such officers shall not be present at meetings at which their compensation  or performance is discussed or determined. The Committee shall cause adequate minutes of all its  proceedings to be kept and shall report on its actions and activities at the next meeting of the Board occurring after a meeting of the Committee. 

Committee members shall be furnished with copies of the minutes of each meeting and any action taken  by unanimous consent. The Committee is governed by the same rules regarding meetings (including  meetings by conference telephone or similar communications equipment), action without meetings,  notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The  Committee is authorized to adopt its own rules of procedure not inconsistent with (a) any provision of this  Charter, (b) any provision of the Bylaws of the Company, or (c) the laws of the State of Nevada.


The Committee shall have the resources and authority necessary to discharge its duties and responsibilities.  The Committee has sole authority to retain and terminate outside counsel, compensation consultants  retained to assist the Committee with the execution of its duties and responsibilities set forth under this  Charter including, but not limited to, determining the compensation of the Chief Executive Officer or senior  executive officers, or other experts or consultants, as it deems appropriate, including sole authority to approve the firms’ fees and other retention terms.

The Committee shall receive appropriate funding from  the Company, as determined by the Committee in its capacity as a committee of the Board, for the payment  of compensation to its compensation consultants, outside legal counsel and any other advisors. Any  communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to  preserve the privileged nature of those communications. However, the Committee shall not be required to  implement or act consistently with the advice or recommendations of its compensation consultant, legal  counsel or other advisor to the compensation committee, and the authority granted in this Charter shall not  affect the ability or obligation of the Committee to exercise its own judgment in fulfillment of its duties  under this Charter. The Committee shall have the authority to form and delegate any of its responsibilities, along with the  authority to take action in relation to such responsibilities, to one or more subcommittees or to one or more  designated members of the Committee, as the Committee may deem appropriate in its sole discretion.


Subject to the provisions of the Company’s Corporate Governance Guidelines, the principal responsibilities  and functions of the Committee are as follows:

1. To review the competitiveness of the Company’s executive compensation programs to ensure (a)  the attraction and retention of corporate officers, (b) the motivation of corporate officers to achieve  the Company’s business objectives, and (c) the alignment of the interests of key leadership with  the long-term interests of the Company’s stockholders;

2. To review trends in management compensation, oversee the development of new compensation  plans, and, when necessary, approve the revision of existing plans;

3. To review and approve annually the corporate goals and objectives applicable to the compensation  of the CEO; evaluate at least annually the CEO’s performance in light of these corporate goals and  objectives; and determine and approve the CEO’s compensation based on this evaluation. In  evaluating and determining CEO compensation, the Committee shall consider the results of the  most recent stockholder advisory vote on executive compensation (“Say on Pay Vote”) required by  Section 14A of the Exchange Act. The CEO cannot be present during deliberations or voting by  the Committee concerning the CEO’s compensation. The CEO will be reviewed by the  Chairperson of the Governance and Nominating Committee acting as the Lead Independent  Director. The results of the annual CEO evaluation will be considered in setting CEO salary and  other compensation;

4. To oversee and evaluate the performance of the Company’s other executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for such  executive officers. In evaluating and determining executive compensation, the Committee shall  consider the results of the most recent Say on Pay Vote;

5. To review and approve the compensation structure for corporate officers at the level of corporate vice president and above;

6. To review director compensation for service on the Board and its committees at least once a year  and to recommend any changes to the Board;

7. To review and approve and, when appropriate, recommend to the Board for approval, any  employment agreements and any severance arrangements or plans, including any benefits to be  provided in connection with a change in control, for the CEO and other executive officers, which  includes the ability to adopt, amend, and terminate such agreements, arrangements, or plans;

8. To review and approve compensation packages for new corporate officers;

9. To review and approve annual short-term compensation arrangements for the Company’s executives, taking into account the particular executive’s performance as it relates to both legal  compliance and compliance with the Company’s internal policies and procedures; provided,  however, the same shall not affect payments or benefits that are required to be paid pursuant to the  Company’s benefit plans, policies, or agreements;

10. To determine, set and approve termination benefits and/or separation pay to executive officers, taking into consideration the circumstances surrounding the particular executive officer’s departure  and the executive’s performance as it relates to both legal compliance and compliance with the  Company’s internal policies and procedures; provided, however, the same shall not affect payments  or benefits that are required to be paid pursuant to the Company’s plans, policies, or agreements;

11. To review and discuss with the Board and senior officers plans for officer development and  corporate succession plans for the CEO and other senior officers;

12. To review and make recommendations concerning long-term incentive compensation plans, including the use of equity-based plans, and where appropriate or required, recommend for  approval by the stockholders of the Company, which includes the ability to adopt, amend, and  terminate such plans. Except as otherwise delegated by the Board of the Company, the Committee  will act on behalf of the Board as the “Committee” established to administer equity-based and  employee benefit plans, and as such will discharge any responsibilities imposed on the Committee  under those plans, including making and authorizing grants, in accordance with the terms of those  plans. In reviewing and making recommendations regarding long-term incentive compensation  plans and equity-based plans, including whether to adopt, amend, or terminate any such plans, the  Committee shall consider the results of the most recent Say on Pay Vote;

13. To review periodic reports from management on matters relating to the Company’s personnel  appointments and practices;

14. To review and discuss with management the Company’s Compensation Discussion and Analysis  (“CD&A”) and the related executive compensation information, recommend that the CD&A and 3 related executive compensation information be included in the Company’s Annual Report on Form  10-K and proxy statement, and produce an annual report of the Committee on executive  compensation for the Company’s annual proxy statement in compliance with applicable Securities  and Exchange Commission rules and regulations and relevant listing authority. The Committee shall not be required to fulfill these responsibilities if the Company is not required to include the  CD&A and Committee report in the Company’s proxy statement or Annual Report on Form 10-K;

15. To review the Company’s incentive compensation and arrangements to determine whether they  encourage excessive risk-taking, to review and discuss at least annually the relationship between  risk management policies and practices and compensation, and to evaluate compensation policies  and practices that could mitigate any such risk;

16. To review and recommend to the Board for approval the frequency with which the Company will  conduct Say on Pay Votes, taking into account the results of the most recent stockholder advisory  vote on the frequency of Say on Pay Votes required by Section 14A of the Exchange Act, and  review and approve the proposals regarding the Say on Pay Vote and the frequency of the Say on  Pay Vote to be included in the Company’s proxy statement;

17. To review this Charter at least annually and recommend any proposed changes to the Board for  approval;

18. To obtain or perform an annual evaluation of the Committee’s performance of its duties under this  Charter and present the results of the evaluation to the Board; and

19. To evaluate whether any compensation consultant retained or to be retained by it has any conflict  of interest in accordance with Item 407(e)(3)(iv) of Regulation S-K.

Adopted by the Board of Directors on June 10, 2021.

Never miss a Verb update!

Subscribe to our weekly newsletter, reVerb here.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.