UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

VERB TECHNOLOGY COMPANY, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Verb Technology Company, Inc.

2021 Virtual Annual Meeting of Stockholders

October 22, 2021

Proxy Statement

NOTICE OF THE 20212022 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 22, 202121, 2022

Dear Fellow Verb Stockholders:

It is my pleasure to invite you to the 2021 annual meeting2022 Virtual Annual Meeting of stockholdersStockholders (the “Annual Meeting”) of Verb Technology Company, Inc., a Nevada corporation (the “Company,” “Verb,” “us,” or “our”). The Annual Meeting will be held on October 22, 202121, 2022 at 11:00 a.m. PDTPacific Time virtually by means of remote communication and can be accessed by visiting www.virtualshareholdermeeting.com/VERB2021,VERB2022 where you will be able to listen to the meeting live, submit questions and vote online. You will not be able to attend the meeting in person.

The purpose of the Annual Meeting is being held for the following purposes:

You will also have the opportunity to hear what has happened in our business in the past year and to ask questions. Our board of directors recommends that you vote “FOR”“FOR” the election of each of the six director nominees; “FOR” the ratification of the appointmentselection of Weinberg & Company, P.A. as our independent registered public accounting firm; and “FOR” the proposal to adjournapproval, on a non-binding, advisory basis, of the Annual Meeting, if necessary or appropriate.compensation of our named executive officers.

Only stockholders of record atas of the close of business on August 25, 202124, 2022 will be entitled to receive notice of and to vote at the Annual Meeting, or any postponement or adjournment thereof. The accompanying Proxy Statement contains details concerning the foregoing items, and any other business to be conducted at the Annual Meeting, as well as information on how to vote your shares. Other detailed information about usour business and our operations, including our audited financial statements, are included in our Annual Report on Form 10-K, as amended. We urge you to read and consider these documents carefully.

Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read the accompanying Proxy Statement and submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the Notice of Internet Availability of Proxy Materials you received in the mail, , and the additional information in the accompanying Proxy Statement. If you requested to receive printed proxy materials, you may also refer to the instructions on the proxy card enclosed with those materials.

On behalf of the board of directors, and the officers and employees of the Company, I would like to take this opportunity to thank you for your continued support.

Approximate Date of Mailing of Notice of Internet Availability of Proxy Materials: September 10, 2021

782 S. Auto Mall Drive, American Fork, Utah 84003 * (855) 250.23006, 2022

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may relate to our future financial performance, business operations, and executive compensation decisions, or other future events. You can identify forward-looking statements by the use of words such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “will,” or the negative of such terms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to such statements. We have based these forward-looking statements on our current expectations and projections about future events that we believe may affect our business, results of operations and financial condition.

The outcomes of the events described in these forward-looking statements are subject to risks, uncertainties and other factors described in the section titled “Risk Factors,” and elsewhere, in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as well as the other reports we file with the Securities and Exchange Commission. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results could differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements made in this Proxy Statement relate only to events as of the date of this Proxy Statement. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

VERB TECHNOLOGY COMPANY, INC.

PROXY STATEMENT

FOR THE 20212022 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 22, 202121, 2022

TABLE OF CONTENTS

VERB TECHNOLOGY COMPANY, INC.

782 S. Auto Mall Drive

American Fork, Utah 84003

PROXY STATEMENT

FOR THE 20212022 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER 22, 202121, 2022

VOTING AND PROXYGeneral Information

This Proxy Statement is solicited by the board of directors (our “Board”) of Verb Technology Company, Inc., a Nevada corporation (the “Company,” “Verb,” “us,” or “our”), for use at the 2021our 2022 Virtual Annual Meeting of stockholdersStockholders (the “Annual Meeting”) to be held on October 22, 202121, 2022 at 11:00 a.m. PDT,Pacific Time, or at any adjournmentsadjournment or postponements thereof,postponement thereof. The Annual Meeting will be held virtually by means of remote communication and can be accessed by visiting www.virtualshareholdermeeting.com/VERB2022 where you will be able to listen to the meeting live, submit questions and vote online. You will not be able to attend the meeting in person. The Annual Meeting is being held for the purposes described herein and in the Notice of Internet Availability of Proxy Materials you received in the mail. The Annual Meeting will be held virtually by means of remote communication and can be accessed by visiting www.virtualshareholdermeeting.com/VERB2021.

References in this Proxy Statement to “Verb,” “we,” “us,” “our,” or the “Company” refers to Verb Technology Company, Inc.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 20212022 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 22, 2021.21, 2022

This Proxy Statement, the enclosed proxy card, and the Annual Report on Form 10-K as amended, for the fiscal year ended on December 31, 2020 (the2021 (as amended, the “Annual Report”) are all available at www.proxyvote.com. The Annual Report, however, is not a part of the proxy solicitation material.

Questions and Answers About the Annual Meeting and Voting

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own and are entitled to vote. The person you designate is your “proxy,” and, by submitting a proxy card, you give the proxy the authority to vote your shares. We have designated James P. Geiskopf, Lead Director, as proxy for the Annual Meeting.

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail?

Under rules adopted by the Securities and Exchange Commission (the “SEC”), we are providing access to the proxy materials for the Annual Meeting via the internet. Instead of mailing printed copies of our proxy materials to each of our stockholders, we have elected to provide online access to themthe materials under the SEC’s “notice and access” rules. Accordingly, on or about September 10, 2021,6, 2022, we mailed a Notice of Internet Availability of Proxy Materials, or Notice, to each of our stockholders. The Notice contains instructions on how to access our proxy materials, including this Proxy Statement and the Annual Report, each of which is available at www.proxyvote.com. The Notice also provides instructions onand how to vote your shares through the internet, by telephone, or by mail. Please reviewshares. We encourage you to read the proxy materials carefully prior to voting.

We believe compliance with the SEC’s “notice and access” rules allows us to provide our stockholders with the materials they need to make informed decisions, while lowering the costs of printing and delivering those materials and reducing the environmental impact of the Annual Meeting. However, if you would prefer to receive printed proxy materials, please follow the instructions included in the Notice.

The Notice was sent on or about September 10, 20216, 2022 to each of our stockholders of record entitled to vote at the Annual Meeting.

Who can vote at the Annual Meeting?

You can vote if, as of the close of business on August 25, 202124, 2022 (the “Record Date”), you were a stockholder of record of our common stock, our only series of common stock issued and outstanding.stock. On the Record Date, there were 67,641,263102,430,979 shares of our common stock issued and outstanding.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with our transfer agent, VStock Transfer, LLC, then you are a stockholder of record. As a stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by writtenprovide your proxy telephone, or the Internet to ensure your vote is counted. Even if you vote by proxy, you may still vote if you are able to attend the Annual Meeting.

Beneficial Owner: Shares Registered in the Name of a Broker or BankOther Nominee

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization,nominee, then you are the “beneficial owner” of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agentnominee on how to vote the shares in your account. If you do not direct your broker or other nominee how to vote your shares, the broker or other nominee will be entitled to vote the shares with respect to “routine” items, but will not be permitted to vote the shares with respect to “non-routine” items. Where you do not direct your broker or other nominee how to vote on “non-routine” items (resulting init is referred to as a “broker non-vote”).non-vote.”

Proposal 1, the election of directors, is considered to be a “non-routine” matter under applicable rules. Accordingly, any shares held in “street name” through a broker trustee or other nominee will not be voted on Proposal 1 unless the beneficial owneryou affirmatively providesprovide the nominee with instructions for how to vote. Accordingly, broker non-votes may result for this proposal.

Proposal 2, the ratification of the appointmentselection of our independent registered public accounting firm, is considered to be a “routine” matter under applicable rules. Accordingly, any shares held in “street name” through a broker trustee or other nominee may be voted by the nominee on Proposal 2 even if the beneficial owner doesyou do not provide the nominee with instructions for how to vote. Accordingly, we do not expect any broker non-votes will result for this proposal.

Proposal 3, the approval to adjournof the Annual Meeting if necessary or appropriate,compensation of our named executive officers, is considered to be a “non-routine” matter under applicable rules. Accordingly, any shares held in “street name” through a broker trustee or other nominee maywill not be voted by the nominee on Proposal 3 even if the beneficial owner does notunless you affirmatively provide the nominee with instructions for how to vote. Accordingly, broker non-votes may result for this proposal.

YouAs a beneficial owner of shares, you are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.nominee. Please contact your broker or other nominee for additional information.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of our common stock that you owned as of the Record Date.

What is the quorum requirement?

One-third of the outstanding shares of common stock entitled to vote at the Annual Meeting must be present at the Annual Meeting, either virtually or represented by proxy, in order for us to hold the Annual Meeting. This is referred to as a quorum. On the Record Date, there were 102,430,979 outstanding shares of our common stock entitled to vote. Thus, 34,143,660 shares of our common stock must be present at the Annual Meeting, either virtually or represented by proxy, to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and broker non-votes will also be counted towards the quorum requirement.

What proposals am I voting on?being asked to vote upon?

The following matters are scheduledAnnual Meeting is being held for the Annual Meeting: (i) the election of six directors to our Board; (ii) the ratification of the selection of Weinberg & Company, P.A. (“Weinberg”) as our independent registered public accounting firm; and (iii) the approval of any adjournment, if necessary or appropriate. following purposes:

A vote may also be held on any other business as may properly come before the Annual Meeting, or any postponement or adjournment thereof, although there is nothereof. However, as of the date of this Proxy Statement, we are not aware of any other business anticipated to come beforebe considered or acted upon at the Annual Meeting.

What are my voting choices for each of the items to be voted on at the Annual Meeting?

How do I vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote using the following methods:

Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy using one of the methods described above to ensure your vote is counted. You may still attend the Annual Meeting and vote even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker Bank, or Other AgentNominee

If you are a beneficial owner of shares registered in the name of your broker bank, or other agent,nominee, you canmay vote as follows:using the following methods:

What if I am a stockholder of record and return a proxy card but do not make specific choices?

You should specify your choice for each matter on the proxy card. If you return a signed and dated proxy card without marking voting selections for the specific proposals, your shares will be voted:

IfIn the event any other matter ismatters are properly presented at the Annual Meeting, youror any postponement or adjournment thereof, the person named as proxy (the individual named on your proxy card) will vote your shares usingin accordance with his or her best judgment.discretion with respect to those matters.

What if I am a beneficial owner and do not give voting instructions to my broker bank, or other agent?nominee?

If you fail to complete a proxy card or provide your broker with voting instructions at least ten days before the Annual Meeting, your broker will be unable to vote on the non-routine matters. Your broker may use his or her discretion to cast a vote on any other routine matter for which you did not provide voting instructions.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors, officers, and employees may also solicit proxies by mail, in person, by telephone, or by other means of communication. Directors, officers, and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokerage firms, banks, and other agents for the cost of forwarding proxy materials to beneficial owners.

What is “householding”?

The SEC has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements with respect to two or more security holders sharing the same address by delivering a single copy of a Noticenotice and, if applicable, a proxy statement, to those security holders.

A number of brokers with account holders who are Verb stockholders will be “householding” our proxy materials. A single copy of the Notice and, if applicable, the proxy statementthis Proxy Statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affectedthese stockholders. Once you have received notice from your broker, or from us, that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice or proxy statement,and Proxy Statement, please notify your broker and also notify us by sending your written request to Investor Relations,to: Verb Technology Company, Inc., 782 S. Auto Mall Drive, American Fork,3401 North Thanksgiving Way, Suite 240, Lehi, Utah 8400384043, Attention: Investor Relations or by calling Investor Relations at (855) 250.2300. 250-2300.

A stockholder who currently receives multiple copies of the Notice or proxy statementProxy Statement at his/her/its address and would like to request “householding” of their communications should also contact his/her/its broker and notify us in writing or by telephone.using the contact information above.

Can I revoke or change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. YouMeeting as discussed below.

If you are a stockholder of record, you may revoke your proxy by:

If you are a beneficial owner of shares and have instructed your broker or other nominee to vote your shares, you may change your vote by following the directions received from your nominee to change those voting instructions or by attending the Annual Meeting and voting. However, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker or other nominee.

Who will count votes?votes at the Annual Meeting?

Votes will be counted by the inspector of election appointed for the Annual Meeting. The inspector of election will also determine the number of shares outstanding, the voting power of each, the number of shares represented at the Annual Meeting, the existence of a quorum, and whether or not the proxies and ballots are valid and effective.

What is the quorum requirement?

One-third (1/3) of the outstanding shares of common stock entitled to vote on a matter must be present at the Annual Meeting (in person or represented by proxy) in order for us to hold the Annual Meeting and conduct business. This is called a quorum. On the Record Date, there were 67,641,263 outstanding shares of our common stock entitled to vote. Thus, 22,547,087 shares of our common stock must be present at the Annual Meeting (virtually at the Annual Meeting or represented by proxy) to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy or vote at the Annual Meeting. Abstentions and broker non-votes will also be counted towards the quorum requirement.

How can I find out the results of the voting at the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will report the final voting results in a Current Report on Form 8-K that we expect to file with the SEC within four business days following the date on which such results become final.

When are stockholder proposals for the 20222023 annual meeting due?

Stockholders interested in presenting a proposal to be considered for inclusion in next year’sthe proxy statement and formrelating to the 2023 annual meeting of proxystockholders may do so by following the procedures prescribed in Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and our Amended and Restated Bylaws (the “Bylaws”). To be considered for inclusion, stockholder proposals must be submitted in writing to the Corporate Secretary, Verb Technology Company, Inc., 782 S. Auto Mall Drive American Fork,3401 North Thanksgiving Way, Suite 240, Lehi, Utah 8400384043, Attention: Corporate Secretary, before May 13, 2022,9, 2023, which is 120 calendar days prior to the anniversary of the mailing date of this Proxy Statement,Statement. Any such proposal must meet the requirements of the Bylaws and must be in compliance with all applicable laws and regulations.

Any stockholder who wishes to have a proposal considered at the 20222023 annual meeting of stockholders, or to nominate a director for election at the 2022 annualthat meeting, but not submitted for inclusion in ourthe proxy statement relating to that meeting, must give advance notice to us prior to the deadline for such meeting as set forth in our Bylaws.meeting. Under ourthe Bylaws, in order for a proposal or nomination to be timely, it must be received by us no earlier than 120 days prior to the anniversary date of thisthe Annual Meeting, or June 24, 2022,23, 2023, and no later than 90 days prior to the anniversary of thisthe Annual Meeting, or July 24, 2022.23, 2023. In the event that ourthe 2023 annual meeting if stockholders is being held more than 30 days before or more than 70 days after suchthe anniversary date,of the Annual Meeting, or if directors are to be elected at a special meeting, you should refer to ourthe Bylaws for the specific requirements. Please also refer to our Bylaws for specific information that must be included in the notice. We will not consider any proposal or nomination that is not timely or that otherwise does not meet the requirements set forth in our Bylaws.

If a stockholder fails to meet these deadlines or fails to satisfyeach of the requirements of SEC Rule 14a-4, the persons named as proxies will be allowed to use their discretionary voting authority to vote on any such proposal or nomination as they determine appropriate, if and when the matter is raised at the 2022 annual meeting.

Bylaws.

PROPOSAL 1 – ELECTION OF DIRECTORS

What Am I Voting On?General

Stockholders are being asked to elect six directors, Rory J. Cutaia, James P. Geiskopf, Phillip J. Bond, Kenneth S. Cragun, Nancy HeinenJames P. Geiskopf, Judith Hammerschmidt and Judith Hammerschmidt,Edmund C. Moy, each to serve for a term ending at the next annual meeting of stockholders following thisthe Annual Meeting, or until their respective successors have been duly elected and qualified.qualified, or until their respective earlier death, resignation or removal.

Nancy Heinen will not be standing for re-election at the Annual Meeting and her service on our Board and committees will conclude at the Annual Meeting. Our Board would like to thank Ms. Heinen for her years of dedicated service to the Company.

If any of the director nominees becomes unable or unwilling to serve as a director before the Annual Meeting, an event which is not presently anticipated, the individualperson named as proxy on the proxy card may exercise discretionary authority towill vote in accordance with his discretion for any substitute nomineesnominee proposed by our Board or, if no substitute is selected by our Board prior to or at the Annual Meeting, for a motion to reduce the present membershipauthorized number of our Boarddirectors to the number of director nominees remaining available.available to serve.

Voting Recommendation

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF EACH OF THE SIX DIRECTOR NOMINEES.the election of each director nominee.

INFORMATION ABOUT OUR BOARD, OF DIRECTORS, BOARD COMMITTEES AND RELATED MATTERSGOVERNANCE

Board and Committee Composition

Currently, we have six directors with each director serving until his or her successor is duly elected and qualified. qualified, or until his or her earlier death, resignation or removal. Five of the director nominees are existing directors. Mr. Moy was recommended for election by the Governance and Nominating Committee.

The table below lists each current director each such director’snominee’s committee memberships and the chairmanchairperson of each Board committee.

Biographical and Related Information – Directors and Executive Officers

Our directorsThe table below provides certain biographical information about our director nominees and executive officers, their ages, positions held, and duration of such, are as follows:officers.

Board Diversity Matrix

In accordance with the rules of the Nasdaq Stock Market (“Nasdaq”), the following table reflects our Board diversity matrix as of September 6, 2022:

Business Experience

The followingBelow is a brief account of the education and business experience of directorseach of the director nominees and executive officers during at least the past five years, indicating their principal occupation during the period, the name and principal business of the organization by which they were employed, and certain of their other directorships:officers.

Rory J. Cutaia, ChairmanChairperson of theour Board, President, Chief Executive Officer and Secretary

Rory J. Cutaia has served as our ChairmanChairperson of theour Board, Chief Executive Officer, President and Secretary, since the formation of CMGCutaia Media Group (“CMG”) in 2012, in which roles he has continued to serve through our October 2014 acquisition of bBooth USA(USA), Inc. (“bBooth”) to the present. In these roles, Mr. Cutaia also serves as our Principal Executive Officer. Mr. Cutaia founded CMG in 2012 and bBooth Inc. in 2014. In May 2014, CMG and bBooth Inc. merged and became known as bBoothUSA, which entity was acquired in October 2014 by GSD,Global Systems Designs, Inc. (“GSD”), our predecessor. Prior to that, from October 2006 to August 2011, Mr. Cutaia was a partner and Entrepreneur-in-Residence at Corinthian Capital Group, Inc. (“Corinthian”), a private equity fund based in New York City that invested in middle-market, U.S. based companies. During his tenure at Corinthian, from June 2008 to October 2011, Mr. Cutaia was the co-founder and Executive Chairman of Allied Fiber, Inc., a company engaged in the construction of a nation-wide fiber-optic network, and from June 2007 to August 2011, Mr. Cutaia was the Chief Executive Officer of GreenFields Coal Company, a company engaged in the deployment of technology to recycle coal waste and clean-up coal waste sites. Before joining Corinthian, from January 2000 to October 2006, he founded and was the Chairman and Chief Executive Officer of The Telx Group, Inc. (“Telx”), a company engaged in the telecom carrier inter-connection, co-location, and data center business, which he sold in 2006. Before founding Telx, Mr. Cutaia was a practicing lawyer with Shea & Gould, a prominent New York City law firm. Mr. Cutaia earned his Juris Doctorate degree from the Fordham University School of Law in 1985 and his Bachelor of Science, magna cum laude, in business management from the New York Institute of Technology in 1982.

We believe that Mr. Cutaia is qualified to serve on our Board because of his extensive knowledge of our business and current operations, in addition toas well as his education and the additional business experiences described above.

Jeffrey R. Clayborne,Salman H. Khan, Chief Financial Officer and Treasurer

Jeffrey R. Clayborne has servedSalman H. Khan was permanently appointed as our Chief Financial Officer since July 2016. Mr. Clayborne is an experienced finance professional with an entrepreneurial spirit and proven record of driving growth and profit for both Fortune 50 and start-up companies. Prior to joining Verb, Mr. Clayborne served asTreasurer on March 30, 2022 after having been appointed Interim Chief Financial Officer and a consultant with Breath Life Healing Center from August 2015 to July 2016. From September 2014 to August 2015,Treasurer on January 20, 2022. In these roles, Mr. Clayborne servedKhan also serves as our Principal Financial Officer and Principal Accounting Officer. Mr. Khan initially joined the Company in May 2021 as Executive Vice President of BusinessCorporate Development of Incroud, Inc and from May 2012Strategic Planning where he worked closely with our Chief Executive Officer in connection with mergers and acquisitions and capital market activities. Prior to September 2014,joining the Company, Mr. ClayborneKhan served as Presidentbusiness division chief financial officer, among other senior executive level positions with Occidental Petroleum Corporation and its spinoff, California Resources Corporation, a NYSE listed company with a market capitalization of Blast Music, LLC (“Blast”). Prior to Blast,approximately $3.5 billion. Mr. Clayborne was employed by Universal Music GroupKhan has more than 20 years of finance and accounting experience with eight years at Arthur Andersen, PricewaterhouseCoopers and Ernst & Young, where he served as Vice President, Head of Finance &domestic and international clients in technology, media, telecommunications, entertainment, and biotechnology industries. Mr. Khan holds a Masters in Business Development for Fontana, where he managed the financial planning and analysis of the sales and marketing division and led the business development department. He also served in senior finance positions at The Walt Disney Company, including Senior Finance Manager at Walt Disney International, where he oversaw financial planning and analysis for the organization in 37 countries. Mr. Clayborne began his career as a CPA at McGladrey & Pullen LLP (now, RSM US LLP), then at KPMG Peat Marwick (now, KPMG). He brings with him more than 25 years of experience in all aspects of strategy, finance, business development, negotiation, and accounting. Mr. Clayborne earned his Bachelor of Science from Northern Illinois University and Master of Business Administration degree from the University of Southern California, with high honors.Michigan, Ross School of Business and is a licensed chartered certified accountant (UK).

James P. Geiskopf, Lead Independent Director

James P. Geiskopf has served as one of our directors since the formation of bBooth USA in May of 2014, in which role he has continued to serve through our October 2014 acquisition of bBooth USA by GSD our predecessor, to the present. He also serves as our Lead Director.Independent Director, as the Chairperson of the Compensation Committee, and as a member of the Audit Committee, Governance and Nominating Committee and Risk Committee. Mr. Geiskopf has 32 years of experience leading companies in the services industry. From 1975 to 1986, Mr. Geiskopf served as the Chief Financial Officer of Budget Rent a Car of Fairfield California and from 1986 to 2007, he served as its President and Chief Executive Officer. In 2007, he sold the franchise. Mr. Geiskopf served on the board of directors of Suisun Valley Bank from 1986 to 1993 and also served on the board of directors of Napa Valley Bancorp from 1991 to 1993, which was sold to a larger institution in 1993. Since 2014, Mr. Geiskopf has served on the board of directors of MetaWorks Platforms, Inc. (formerly Currency Works, Inc.), a public company that trades on the OTCQB. From June 2013 to March 2017, Mr. Geiskopf served as a director of Electronic Cigarettes International Group, Ltd.(“ECIG”), a Nevada corporation, an OTC listed company. ECIG filed a voluntary petition for relief under the provisions of Chapter 7 of Title 11 of the United States Code on March 16, 2017.

We believe that Mr. Geiskopf is qualified to serve on our Board because of his significant and lengthy business experience including building, operating, and selling companies, serving on the boards of directors for several banks, and serving as a director and officer of several public companies. In these roles he acquired substantial business management, strategic, operational, human resource, financial, disclosure, compliance, and corporate governance skills.

Phillip J. Bond, Director

Phillip J. Bond was appointed as one of our directors to servein September 2018 and currently serves as Chairmanthe Chairperson of the Audit Committee, and as a member of the Compensation Committee, Governance and Nominating Committee and to serve on the Audit, Compensation, and Governance and Nominating Committees in September 2018.Risk Committee. In 2018, Mr. Bond co-founded Potomac International Partners, Inc., a multidisciplinary consulting firm and currently serves as its President of Government Affairs. In 2009, TechAmerica, a U.S.-based technology trade association, was formed from the merger of AeA, the Cyber Security Industry Alliance, the Government Electronics & Information Technology Association, and the Information Technology Association of America. Mr. Bond was appointed as the President of TechAmerica at the date of the merger, and was appointed as its Chief Executive Officer in 2010. Prior to the merger, Mr. Bond served as the President and Chief Executive Officer of Information Technology Association of America from 2006 to 2008. From 2001 to 2005, Mr. Bond served as Undersecretary of Technology in the U.S. Department of Commerce for Technology. From 2002 to 2003, Mr. Bond served concurrently as Chief of Staff to Commerce Secretary Donald Evans. In his dual role, he worked closely with Secretary Evans to increase market access for U.S. goods and services and further advance America’s technological leadership at home and abroad. Mr. Bond oversaw the operations of the National Institute of Standards and Technology, the Office of Technology Policy, and the National Technical Information Service. Mr. Bond also served as Director of Federal Public Policy for the Hewlett-Packard Company; Senior Vice President for Government Affairs and Treasurer of the Information Technology Industry Council; as Chief of Staff to the late Congresswoman Jennifer Dunn (R-WA); Principal Deputy Assistant Secretary of Defense for Legislative Affairs; Chief of Staff and Rules Committee Associate for Congressman Bob McEwen (R-OH); and as Special Assistant to the Secretary of Defense for Legislative Affairs. Mr. Bond is a graduate of Linfield College in Oregon, where he earned his bachelor’s degree in communications, and now serves on the school’s board of trustees.

We believe Mr. Bond is qualified to serve on our Board because he has extensive and unique leadership experience in Washington D.C., where he is recognized for his leadership roles in the Executive branch of the government of the United States, at major high technology companies, and most recently as the Chief Executive Officer of TechAmerica, the largest technology advocacy association in the United States.

Kenneth S. Cragun, Director

Kenneth S. Cragun was appointed as one of our directors, Chairmandirector in September 2018, and also serves as the Chairperson of the AuditedAudit Committee, and to serve onas a member of the Compensation andCommittee, Governance and Nominating Committees in September 2018. Committee and Risk Committee. Mr. Cragun was appointed as Chief Financial Officer of Ault GlobalBitNile Holdings, Inc. a diversified holding company, in(NYSE American: NILE) on August 19, 2020. Prior to his appointment as Chief Financial Officer, Mr. Cragun served as Ault Global Holdings’ Chief Accounting Officer of BitNile Holdings, Inc. since October 2018, and since January 2019, as the Chief Financial Officer and Treasurer for Alzamend Neuro, Inc., a biopharma company.1, 2018. Mr. Cragun also serves as a partner of Hardesty, LLC, a national executive services firm. He has been a partner of Hardesty, LLC’s Southern California Practice since October 2016. From January 2018 to September 2018, Mr. Cragun served as the Chief Financial Officer of Ault Disruptive Technologies Corporation, an NYSE listed special-purpose acquisition company, since its incorporation in February 2021. Mr. Cragun has been the Senior Vice President of Finance or Chief Financial Officer of Alzamend Neuro, Inc. (NASDAQ: ALZN), an early clinical-stage entity seeking to prevent, treat and cure Alzheimer’s Disease, since October of 2018. He served as a Chief Financial Officer Partner at Hardesty, LLC, a national executive services firm since October 2016. His assignments at Hardesty, LLC included serving as Chief Financial Officer of CorVel Corporation, (“CorVel”), an Irvine, California-based national provider of workers’ compensation solutions for employers, third-party administrators, insurance companies, and government agencies.a $1.1 billion market cap publicly traded company (NASDAQ: CRVL). Mr. Cragun is a two-timethree-time finalist for the Orange County Business Journal’s “CFO of the Year –- Public Companies” and has more than 30 years of experience, primarily in the technology industry. He served as Chief Financial Officer of two Nasdaq Capital Market (“Nasdaq”) -listedNasdaq-listed companies: Local Corporation, (Aprilfrom April 2009 to September 2016), formerly based in Irvine, California,2016, which operated a U.S. top 100 website “Local.com” and, in June 2015, filed a voluntary petition in the United States Bankruptcy Court for the Central District of California seeking relief under the provisions of Chapter 11 of Title 11 of the United States Code, or Bankruptcy Code, and Modtech Holdings, Inc. (June, from June 2006 to March 2009), formerly based in Perris, California2009. Mr. Cragun serves on the board of directors of The Singing Machine Company, Inc. (NASDAQ: MICS). Mr. Cragun earned his B.S.Bachelor of Science in Accounting from Colorado State University-Pueblo.

Mr. Cragun began his professional career at Deloitte.

We believe Mr. Cragun is qualified to serve on our Board due to his vast and extensive experience inwith fast-growth environmentsbusinesses and building teams in more than 20 countries. Mr. Cragun has also led multiple financing transactions, including IPOs, PIPEs, convertible debt offerings, term loans and lines of credit. For these reasons, weWe believe that he willhis experiences provide additional breadth and depth to our Board.

Nancy Heinen, Former Director

Nancy Heinen was appointed as one of our directors in December 2019 and serves on ourthe Compensation Committee, and Governance and Nominating Committees.Committee and Risk Committee. Ms. Heinen is currently a board member, investor, strategy consultant, and startup advisor with more than 25 years of experience in senior executive roles in Silicon Valley. In 1997, she was recruited by Steve Jobs to join the executive team of Apple Inc. (“Apple”), and assisted in its turnaround. During Ms. Heinen’s tenure at Apple, her responsibilities included all legal matters, including intellectual property litigation, acquisitions, corporate governance, and securities compliance, as well as global government affairs and corporate security. Previously, she served as General Counsel of NeXT Software, Inc., and Associate General Counsel at Tandem Computers, Inc. Ms. Heinen currently acts as Board Chair of First Place for Youth, is a board member and past board chair of SV2 – Silicon Valley Social Venture Fund, and serves on the advisory boards of Illuminate Ventures, University of California, Berkeley Center for Law and Business, and the Northern California Innocence Project. Ms. Heinen earned her B.A.Bachelor of Arts and J.D.Juris Doctor from the University of California at Berkeley.

We believe that Ms. Heinen is qualified to serve on our Board due to her legal experience, coupled with her senior executive experience, which will provide a benefit to us, our stockholders, and our Board.

Judith Hammerschmidt, Director

Judith Hammerschmidt was appointed as one of our directors in December 2019 and serves on ourthe Compensation Committee and Governance and Nominating Committees.Committee. Ms. Hammerschmidt has spent the last 3740 years as an international attorney. She began her career as a Special Assistant to two Attorneys General of the United States, focusing on international matters of interest to the U.S. government, including negotiating treaties and agreements with foreign governments. She then joined Dickstein, Shapiro & Morin, LLP, a Washington, D.C. firm, where she represented companies around the world as they expanded internationally in highly regulated environments. Her clients included Guess? Inc., Pfizer Inc., Merck & Co., Inc., the Receiver for Bank of Credit and Commerce International of the United Arab Emirates, Recycled Paper Products, Inc., and Herbalife Nutrition Ltd. (“Herbalife”). She provided structuring, growth, and regulatory advice for these and other companies. She joined Herbalife as Vice President and General Counsel of Europe in 1994, becoming Executive Vice President and International Chief Counsel in 1996. In 2002, she was part of the management group that sold Herbalife. Since that time, she has served as outside counsel to a series of entrepreneurial companies looking to expand internationally, primarily in the food and drug/nutritional supplements space. In addition, Ms. Hammerschmidt was previously a Principal in JBT, LLC, a privately held company that owned “mindful dining” restaurants in the Washington, D.C. area. Those properties were sold in 2010. She expects to continue to actMs. Hammerschmidt earned her Bachelor of Arts from Duke University and her Juris Doctor from the University of Pittsburgh. Since December 2021, Ms. Hammerschmidt has served as outside counsela member of the board of directors of NewAge, Inc. On August 30, 2022, NewAge filed a voluntary petition for small companies while serving on our Board.relief under the provisions of Chapter 11 of Title 11 of the United States Code.

We believe that Ms. Hammerschmidt is qualified to serve on our Board because of her significant legal and regulatory experience generally,counseling clients of different sizes and her experience with certainstages of her previous or client relationships, specifically,growth on complex matters. We believe these experiences will provide a benefitadditional breadth and depth to us, our stockholders, and our Board.

Edmund C. Moy, Director Nominee

Edmund C. Moy is a director nominee and, if elected, is expected to serve on the Compensation Committee, Governance and Nominating Committee and Risk and Disclosure Committee. From 2001 through 2006, Mr. Moy served as special assistant to the President of the United States at The White House, after which he was appointed as director of the United States Mint at the U.S. Department of the Treasury, a position he held until 2011. Mr. Moy began his career as a sales and marketing executive with Blue Cross Blue Shield United of Wisconsin, was appointed head of the regulatory agency Office of Prepaid Health Care, and was then selected to head the Office of Managed Care at the Centers for Medicare and Medicaid Services. Thereafter, he became an exclusive advisor to private equity firm Welsh, Carson, Anderson & Stowe. Mr. Moy currently serves as a director and member of the audit committee of MetaWorks Platforms, Inc. (formerly Currency Works, Inc.), as director and chair of the audit committee of Parsec Capital Acquisitions Corp. (PCXCU:NASDAQ), and as an advisory board member of Draganfly Inc. (DPRO:NASDAQ). He also advises and consults with several privately held companies, is an exclusive provider of autographs to Numismatic Guaranty Corp., and serves on the Board of Regents for Trinity International University. His prior board service includes privately held Emerald Health Network and L&L Energy, Inc. (LLEN:NASDAQ). He earned his Bachelor of Arts in Economics, International Relations, and Political Science in 1979 from the University of Wisconsin - Madison.

We believe that Mr. Moy is qualified to serve on our Board because he has extensive and unique leadership experience in Washington D.C., where he is recognized for his leadership roles in the Executive Branch of the government of the United States, as well as the experience gained from serving on the boards of several public companies.

Family Relationships

There are no family relationships among any of our directors, director nominees or executive officers.

Legal Proceedings

ThereExcept as disclosed under “Business Experience” above, there are no legal proceedings related to any of our directors, director nominees or executive officers which are required to be disclosed pursuant to applicable SEC rules.

Agreements with Directors

None of our directors or director nominees were selected pursuant to any arrangement or understanding, other than with our directors acting within their capacity as such.

Meetings of theour Board and its Committees

Our Board has ana standing Audit Committee, a Compensation Committee, and a Governance and Nominating Committee, and Risk and Disclosure Committee. Our Board met 1311 times, including telephonic meetings, during the fiscal year 2020.ended December 31, 2021. All six directors attended 100% of theour Board meetings.meetings held during that period. Messrs. Geiskopf, Bond, and Cragun and Mses. HeinenHammerschmidt and HammerschmidtHeinen attended 100% of the meetings held by committees of theour Board on which they served.served during that period.

It is our policy that all of our directors are required to make a concerted and conscientious effort to attend our annual meeting of stockholders in each year during which that director serves as a member of our Board. At the dateAll of our 2020directors attended our 2021 annual meeting of stockholders, we had six members on our Board, all of whom attended the meeting.stockholders.

Audit Committee and Audit Committee Financial Expert

OnIn June 10, 2021, our Board amended and restated the Audit Committee charter. The Audit Committee charter that governs the Audit Committee. can be found online at https://www.verb.tech/investor-relations/governance/audit.

The Audit Committee charter requires that each member of the Audit Committeecommittee meet the independence requirements of Nasdaq and the SEC, and requires the Audit Committeecommittee to have at least one member that qualifies as an “audit committee financial expert.” Currently, Messrs. Geiskopf, Bond, and Cragun (Chairman)(Chairperson) serve on the Audit Committee and each meets the independence requirements of Nasdaq and the SEC. In addition, Mr. Cragun qualifies as an “audit committee financial expert.” expert” under applicable SEC regulations.

In addition to the enumerated responsibilities of the Audit Committee in the Audit Committee charter, the primary function of the Audit Committeecommittee is to assist theour Board in its general oversight of our accounting and financial reporting processes, audits of our financial statements, and internal control and audit functions.

Compensation Committee

In June 2021, our Board amended and restated the Compensation Committee charter. The AuditCompensation Committee charter canmay be found online at https://www.verb.tech/investor-relations/governance/auditcompensation-committee.

Compensation Committee

On August 14, 2018, our Board approved and adopted a charter to govern theThe Compensation Committee which was amended and restated on June 10, 2021. Currently, Messrs. Geiskopf (Chairman), Bond and Cragun and Mses. Heinen, and Hammerschmidt serve as memberscharter requires that each member of the Compensation Committee and each meetscommittee meet the independence requirements of Nasdaq and the SEC, qualifiesSEC. Currently, Messrs. Geiskopf (Chairperson), Bond and Cragun, and Mses. Hammerschmidt and Heinen, serve as members of the Compensation Committee. If elected, Mr. Moy is expected to serve on the Compensation Committee following the date of the Annual Meeting and Ms. Heinen’s service on the committee will conclude at the Annual Meeting. Following the Annual Meeting, each of the members will meet the independence requirements, qualify as a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act, and qualifiesqualify as an outside director within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended.

In addition to the enumerated responsibilities of the Compensation Committee in the Compensation Committee charter, the primary function of the Compensation Committeecommittee is to oversee the compensation of our executives, produce an annual report on executive compensation for inclusion in our proxy statement, if and when required by applicable laws or regulations, and advise our Board on the adoption of policies that govern our compensation programs. The Compensation Committee has 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 Compensation Committee, as the Compensation Committee may deem appropriate in its sole discretion. For the development of our compensation program, the Compensation Committee retained Compensation Advisory Partners LLC (“CAP”) during the year ended December 31, 2020. CAP provided the Committee with advisory services only with respect to executive and Board compensation. CAP reviewed the compensation paid to our executive officers and Board and compared our compensation with certain companies CAP identified as peer companies. The Committee’s recommendation and the Board’s approval of the 2021 compensation program was based on various factors, including, among others, recommendations made by CAP. The Compensation Committee charter may be found online at https://www.verb.tech/investor-relations/governance/compensation-committee.

Governance and Nominating Committee

On August 14, 2018,In June 2021, our Board approvedamended and adopted a charter to governrestated the Governance and Nominating Committee which was amended and restated on June 10, 2021. Currently, Messrs. Geiskopf, Bond (Chairman), and Cragun and Mses. Heinen, and Hammerschmidt serve as members of the Governance and Nominating Committee and each meets the independence requirements of Nasdaq and the SEC. The Governance and Nominating Committee charter requires that each member of the Governance and Nominating Committee meet the independence requirements of Nasdaq and the SEC. In addition to the enumerated responsibilities of the Governance and Nominating Committee in the Governance and Nominating Committee charter, the primary function of the Governance and Nominating Committee is to determine the slate of director nominees for election to the Board, to identify and recommend candidates to fill vacancies occurring between annual stockholder meetings, to review our policies and programs that relate to matters of corporate responsibility, including public issues of significance to us and our stockholders, and any other related matters required by federal securities laws.charter. The charter of the Governance and Nominating Committee may be found online https://www.verb.tech/investor-relations/governance/governance-and-nominating-committee.

All currentThe Governance and Nominating Committee charter requires that each member of the committee meet the independence requirements of Nasdaq. Currently, Messrs. Geiskopf, Bond (Chairperson) and Cragun, and Mses. Hammerschmidt and Heinen, serve as members areof the Governance and Nominating Committee. If elected, Mr. Moy is expected to be reappointedserve on the Governance and Nominating Committee following the date of the Annual Meeting and Ms. Heinen’s service on the committee will conclude at the Annual Meeting. Following the Annual Meeting, each of the members will meet the independence requirements of Nasdaq.

In addition to the same committeesenumerated responsibilities of the Governance and Nominating Committee in the charter, the primary function of the committee is to determine the slate of director nominees for election to our Board, to identify and recommend candidates to fill vacancies occurring between annual stockholder meetings, and to review our policies and programs that relate to matters of corporate responsibility.

Risk and Disclosure Committee

In June 2021, our Board approved and adopted the Risk and Disclosure Committee charter. The charter of the Risk and Disclosure Committee may be found online at https://www.verb.tech/investor-relations/governance/risk-and-disclosure.

The Risk and Disclosure Committee charter requires that each member of the committee meet the independence requirements of Nasdaq. Currently, Messrs. Geiskopf, Bond and Cragun (Chairman), and Ms. Heinen serve as members of the Risk and Disclosure Committee. If elected, Mr. Moy is expected to serve on the Risk and Disclosure Committee following the date of the Annual Meeting and Ms. Heinen’s service on the committee will conclude at the meetingAnnual Meeting. Following the Annual Meeting, each of the members will meet the independence requirements of Nasdaq.

In addition to the enumerated responsibilities of the Risk and Disclosure Committee in the charter, the primary function of the committee is to assist our Chief Executive Officer and Chief Financial Officer in fulfilling their responsibility for oversight of the accuracy and timeliness of the disclosures made by us.

Other Board Committees

Other than the Audit Committee, Compensation Committee, Governance and Nominating Committee, and Risk and Disclosure Committee, we have no standing committees of our Board currently scheduled to be held immediately following the Annual Meeting.Board.

Nominations Process and Criteria

As of September 3, 2021,6, 2022, we had not effected any material changes to the procedures by which our stockholders may recommend nominees to our Board. Our Board does not have a formal policy with regard to the consideration of any director candidates recommended by our stockholders. Our Board has determined that it is in the best position to evaluate our requirements, as well as the qualifications of each candidate when it considers the recommendation of a nominee for a position on our Board.director nominee. Accordingly, we do not currently have any specific or minimum criteria for the election of director nominees, to our Board and we do not have any specific process or procedureprocedures for evaluating such nominees. Our Board assesses all candidates, whether submitted by management or stockholders, and makes recommendations for election or appointment.

In recommending director nominees for appointment to our board of directors, our nominatingBoard, the Governance and corporate governance committeeNominating Committee also actively considers diversity characteristics, including diversity of professional experience, race, ethnicity, gender, age, education, cultural background and personal background. However, we have not adopted a formal policy regarding the consideration of specific diversity characteristic, and instead prefer to rely on the judgment of our highly qualified committee members in recommending candidates with the most appropriate mix of experiences, skills and expertise.

There were no fees paid or due to third parties in fiscal year 2020 to identify or evaluate, or to assist in evaluating or identifying, potential director nominees.

Any stockholder wishing to propose that a person be nominated for or appointed to our Board may submit such a proposal according to the procedure described in the stockholder proposal section on page 5 of this Proxy Statement, to:

Corporate Secretary

Verb Technology Company, Inc.

782 S. Auto Mall Drive3401 North Thanksgiving Way, Suite 240

American Fork,Lehi, Utah 8400384043

(855) 250.2300250-2300

Attention: Corporate Secretary

The Corporate Secretary will promptly forward any such correspondence to the ChairmanChairperson of the Governance and Nominating Committee for review and consideration by the Governance and Nominating Committee in accordance with the criteria described above.above and the requirements set forth in the Bylaws.

There were no fees paid or due to third parties in the fiscal year ended December 31, 2021 to identify or evaluate, or to assist in evaluating or identifying, potential director nominees.

Director Independence

Our Board is currently composed of six members. We have determined that the following five directors qualify as independent: James P. Geiskopf, Phillip J. Bond, Kenneth S. Cragun, Judith Hammerschmidt and Nancy Heinen, and Judith Hammerschmidt.Heinen. If elected, we expect that Edmund C. Moy will also qualify as independent. We determined that Mr.Rory J. Cutaia, our Chairman,Chairperson, President, Chief Executive Officer and Secretary, is not independent.independent due to his employment relationship with the Company. We evaluated independence in accordance with the rules of Nasdaq and the SEC. Mr. Geiskopf, Mr. Bond and Mr. Cragun also serve on our Audit, Compensation, and Governance and Nominating Committees. Ms. Heinen and Ms. Hammerschmidt serve on our Compensation and Governance and Nominating Committees.

Stockholder Communications with theour Board

Stockholders and other parties interested in communicating directly with our Board, a committee thereof, or any individual director, may do so by sending a written communication to the attention of the intended recipient(s) in care of the Corporate Secretary,to: Verb Technology Company, Inc., 782 S. Auto Mall Drive American Fork,3401 North Thanksgiving Way, Suite 240, Lehi, Utah 84003.84043, Attention: Corporate Secretary. The Corporate Secretary will forward all appropriate communications to the ChairmanChairperson of ourthe Audit Committee.

Orientation and Continuing Education

We have an informal process to orient and educate new directors regarding their role on our Board and committees, as well as the nature and operations of our business. This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as Board members. This information includes the most recent Board-approved budget, the most recent annual report, copies of the audited financial statements, and copies of the interim quarterly financial statements.

As a company with limited resources, we do not typically provide continuing education for our directors. Each director is responsible to maintain the skills and knowledge necessary to meet his or her obligations as a director.

Director Assessments

In December 2021, the Board implemented individual director assessments. The director assessments involve each director performing a self-assessment, as well as each director individually assessing other members of the Board, taking into account each director’s contributions at Board meetings, service on committees, experience level, and their general ability to contribute to one or more of our major growth areas.

Investment in Human Capital

We believe our people are at the heart of our success and our customers’ success. We endeavor to not only attract and retain talented employees, but also to provide a challenging and rewarding environment to motivate and develop our valuable human capital. We look to our talented employees to lead and foster various initiatives that support our company culture including those related to diversity, equity and inclusion. In addition, we rely heavily on our talented team to execute our growth plans and achieve our long-term strategic objectives.

Orientation and Continuing Education

We have an informal process to orient and educate new directors to the Board regarding their role on the Board, our committees and our directors, as well as the nature and operations of our business. This process provides for an orientation with key members of the management staff, and further provides access to materials necessary to inform them of the information required to carry out their responsibilities as a Board member. This information includes the most recent board approved budget, the most recent annual report, copies of the audited financial statements and copies of the interim quarterly financial statements.

The Board does not provide continuing education for our directors. Each director is responsible to maintain the skills and knowledge necessary to meet his or her obligations as a director.

Assessments

Our Board intends that individual director assessments be conducted by other directors, taking into account each director’s contributions at Board meetings, service on committees, experience base, and their general ability to contribute to one or more of our major needs. However, due to our stage of development and our need to deal with other urgent priorities, our Board has not yet implemented such a process of assessment.

Compensation Committee Interlocks and Insider Participation

No interlocking relationship exists betweenAs of September 6, 2022, no member of the Compensation Committee is serving, and during the past year no member of the Compensation Committee has served, as an officer or employee of the Company or any of its subsidiaries. None of our Board andexecutive officers currently serves, or during the past year has served, as a member of the board of directors or compensation committee (or other committee serving a similar purpose) of any other company, norentity that has an executive officer serving on our Board or Compensation Committee. In addition, none of the Compensation Committee members had any interlocking relationship, existedor participated in any transaction, with our Company during the past.fiscal year ended December 31, 2021 that requires disclosure under SEC rules. We have entered into indemnification agreements with each of our directors, including each member of the Compensation Committee.

Code of Ethics

In 2014, our Board approved and adopted a code of ethics and business conduct for directors, senior officers, and employees, or code of ethics, that applies to all of our directors, officers, and employees, including our principal executive officer and principal financial officer. The code of ethics is available on our website at https://www.verb.tech/investor-relations/governance/code-of-ethics.

The code of ethics addresses such individuals’ conduct with respect to, among other things, conflicts of interests; compliance with applicable laws, rules and regulations; full, fair, accurate, timely and understandable disclosure by us; competition and fair dealing; corporate opportunities; confidentiality; protection and proper use of our assets; and reporting suspected illegal or unethical behavior. The

To the extent required by law, any amendments to or waivers of any provision of the code of ethics is availablewill be promptly disclosed publicly on our website at https://www.verb.tech/investor-relations/governance/code-of-ethics.

website.

Board Leadership Structure and Role in Risk Oversight

Board Leadership Structure

We currently combine the positions of ChairmanChairperson and Chief Executive Officer into one position. We believe that this structure is appropriate at this time and is a leadership model that has served our stockholders well since our inception. We believe that this combined model has certain advantages over other leadership structures. This combined role allows Mr. Cutaia to drive execution of our strategic plans and facilitates effective communication between management and our Board to bring key issues to its attention, and to see that our Board’s guidance and decisions are implemented effectively by management.

Further, our Board has designated Mr. Geiskopf as its Lead Independent Director. Mr. Geiskopf qualifies as an independent director under Nasdaq and SEC rules. Our Board believes that Mr. Geiskopf’shis strong leadership and qualifications, including his prior experience as a chief executive officer and chief financial officer and his tenure on our Board, among other factors, contribute to his ability to fulfill the role of Lead Independent Director effectively.

Role of theour Board in Risk Oversight

Our Board is responsible for the oversight of our operational risk management process. Our Board has delegated authority for addressing certain risks, and accessingassessing the steps management has taken to monitor, control, and report such risks to ourthe Audit Committee. Such risks include risks relating to execution of our growth strategy, the effects of the economy and general financial condition and outlook, our ability to expand our client base, communication with investors, certain actions of our competitors, the protection of our intellectual property, sufficiency of our capital, security of information systems and data, integration of new information systems, credit risk, product liability, and costs of reliance on external advisors. OurThe Audit Committee then reports such risks as appropriate to our Board, which then initiates discussions with appropriate members of our senior management if, after discussion of such risks, our Board determines that such risks raise questions or concerns about the status of operational risks then facing us.

Our Board relies on ourthe Compensation Committee to address significant risk exposures that we may face with respect to compensation, including risks relating to retention of key employees, protection of partner relationships, management succession, and benefit costs, and, when appropriate, reports these risks to the full Board.

Change-in-ControlChange of Control Arrangements

We do not know of any arrangements, which may, at a subsequent date, result in a change-in-control.change of control of the Company.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers and directors, and persons who beneficially own more than 10% of the outstanding shares of our common stock, to file reports of ownership and changes in ownership concerning their shares of our common stock with the SEC and to furnish us with copies of all Section 16(a) forms they file. We are required to disclose delinquent filings of reports by such persons.

Based solely on the copies of such reports and amendments thereto received by us, or written representations that no filings were required, we believe that all Section 16(a) filing requirements applicable to our executive officers and directors and 10% stockholders were met for the year ended December 31, 2020, except as set forth below.

Mr. Cutaia acquired an aggregate 250,000 pre-split options to purchase our common stock on January 8, 2019 and filed the Form 4 on January 11, 2019.

2021.

Director Summary Compensation Table

The table below summarizes the compensation paid to our non-employee directors for the fiscal year ended December 31, 2020:2021:

Narrative Discussion onof Director Compensation

The annual Board feeboard retainer payable in cash and our common stock for our lead director and directorsLead Independent Director is $175,000 and $75,000, respectively. In addition, we intend to provide a restricted stock award based on recommendations fromfor each of our compensation consultants. Ourother non-employee directors is $75,000. No additional cash fees are paid for attendance at Board or committee meetings. However, our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetingsBoard and committee meetings.

Each of our non-employee directors is entitled to receive an annual grant of restricted stock units for service on the Board. OurThe value of the annual grant is determined each year by the Board with feedback from our compensation consultant. The number of shares underlying each grant is determined based on the closing price of our common stock on Nasdaq on the grant date. The grants are typically subject to vesting on the first anniversary of the grant date. Additional information about the grants made during the fiscal year ended December 31, 2022 for each non-employee director is provided below.

Further, our Board may also award special remuneration to any director undertaking anydirectors who provide special services on their behalf other than services ordinarily required of a director.the Company, which may be in the form of cash or equity awards, subject to compliance with applicable Nasdaq and SEC rules regarding independence.

James P. Geiskopf

Mr. Geiskopf earned total cash compensation for his services to us in the amount of $175,000 and $152,000 and $69,000 for the fiscal years ended December 31, 2021 and 2020, respectively.

On January 4, 2021, we granted Mr. Geiskopf restricted stock units valued at $172,000 payable in 101,658 shares of our common stock. The restricted stock award vested on the first anniversary of the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.69 and 2019, respectively.was used to calculate fair market value.

On April 10, 2020, we granted Mr. Geiskopf a restricted stock unit totalingunits valued at $12,000 payable in 9,782 shares of our common stock as part of the Company’s COVID-19 Full Employment and Cash Preservation Plan.Plan (the “COVID Plan”). The restricted stock unitunits vested on July 15, 2020 at theupon completion of the plan. The price per share was $1.198, which was the 21-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.47 and was used to calculate fair market value.

On July 29, 2020, we granted Mr. Geiskopf a restricted stock unit totalingunits valued at $160,000 payable in 150,943 shares of our common stock. The restricted stock award vestsunits vested on the first anniversary fromof the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

On July 29, 2020, we granted Mr. Geiskopf a restricted stock unit totalingunits valued at $35,000 payable in 33,078 shares of our common stock. The restricted stock unitunits vested on grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

On December 23, 2019, we granted Mr. Geiskopf a restricted stock award totaling $160,000 payable in 141,130 shares of our common stock. The restricted stock award vests on the first anniversary from the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq.

On December 23, 2019, we granted Mr. Geiskopf a bonus totaling $150,000 payable in 132,310 shares of our common stock and an additional restricted stock award equal to $160,000 payable in 141,130 shares of our common stock for up-listing to Nasdaq and the acquisition of Verb Direct, respectively. The bonus shares and restricted stock award vested on the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq.

PhillipPhilip J. Bond

Mr. Bond earned total cash compensation for his services to us in the amount of $70,000$75,000 and $48,000$70,000 for the fiscal years endingended December 31, 2021 and 2020, respectively.

On January 4, 2021, we granted Mr. Bond restricted stock units valued at $86,000 payable in 50,829 shares of our common stock. The restricted stock units vested on the first anniversary of the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.69 and 2019, respectively.was used to calculate fair market value.

On April 10, 2020, we granted Mr. Bond a restricted stock unit totalingunits valued at $6,000 payable in 4,891 shares of our common stock as part of the Company’s COVID-19 Full Employment and Cash PreservationCOVID Plan. The restricted stock unitunits vested on July 15, 2020 at theupon completion of the plan. The price per share was $1.198, which was the 21-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.47 and was used to calculate fair market value.

On July 29, 2020, we granted Mr. Bond a restricted stock unit totalingunits valued at $80,000 payable in 75,472 shares of our common stock. The restricted stock unit vestsunits vested on the first anniversary fromof the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

On December 23, 2019, we granted Mr. Bond a restricted stock award totaling $80,000 payable in 70,565 shares of our common stock. The restricted stock award vests on the first anniversary from grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq.

Kenneth S. Cragun

Mr. Cragun earned total cash compensation for his services to us in the amount of $70,000$75,000 and $48,000$70,000 for the fiscal years endingended December 31, 2021 and 2020, respectively.

On January 4, 2021, we granted Mr. Cragun restricted stock units valued at $86,000 payable in 50,829 shares of our common stock. The restricted stock units vested on the first anniversary of the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.69 and 2019, respectively.was used to calculate fair market value.

On April 10, 2020, we granted Mr. Cragun a restricted stock unit totalingunits valued at $6,000 payable in 4,891 shares of our common stock as part of the Company’s COVID-19 Full Employment and Cash PreservationCOVID Plan. The restricted stock unitunits vested on July 15, 2020 at theupon completion of the plan. The price per share was $1.198, which was the 21-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.47 and was used to calculate fair market value.

On July 29, 2020, we granted Mr. Cragun a restricted stock unit totalingunits valued at $80,000 payable in 75,472 shares of our common stock. The restricted stock unit vestsunits vested on the first anniversary fromof the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

On December 23, 2019, we granted Mr. Cragun a restricted stock award totaling $80,000 payable in 70,565 shares of our common stock. The restricted stock award vests on the first anniversary from the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq.

Nancy Heinen

Ms. Heinen earned total cash compensation for his services to us in the amount of $64,000 and $0 for the fiscal years ending December 31, 2020 and 2019, respectively.

On April 10, 2020, we granted Ms. Heinen a restricted stock unit totaling $6,000 payable in 4,891 shares of our common stock as part of the Company’s COVID-19 Full Employment and Cash Preservation Plan. The restricted stock unit vested on July 15, 2020 at the completion of the plan. The price per share was $1.198, which was the 21-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.47 and was used to calculate fair market value.

On July 29, 2020, we granted Ms. Heinen a restricted stock unit totaling $80,000 payable in 75,472 shares of our common stock. The restricted stock unit vests on the first anniversary from the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

On December 23, 2019, we granted Ms. Heinen an initial Board restricted stock award totaling $100,000 payable in 88,207 shares of our common stock. The restricted stock vests on the first, second, and third anniversaries from the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq.

On December 23, 2019, we granted Ms. Heinen a restricted stock award totaling $80,000 payable in 70,565 shares of our common stock. The restricted stock award vests on the first anniversary from the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq.

Judith Hammerschmidt

Ms. Hammerschmidt earned total cash compensation for hisher services to us in the amount of $64,000$75,000 and $0$64,000 for the fiscal years endingended December 31, 2021 and 2020, respectively.

On January 4, 2021, we granted Ms. Hammerschmidt restricted stock units valued at $86,000 payable in 50,829 shares of our common stock. The restricted stock units vested on the first anniversary of the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.69 and 2019, respectively.was used to calculate fair market value.

On April 10, 2020, we granted Ms. Hammerschmidt a restricted stock unit totalingunits valued at $6,000 payable in 4,891 shares of our common stock as part of the Company’s COVID-19 Full Employment and Cash PreservationCOVID Plan. The restricted stock unitunits vested on July 15, 2020 at theupon completion of the plan. The price per share was $1.198, which was the 21-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.47 and was used to calculate fair market value.

On July 29, 2020, we granted Ms. Hammerschmidt a restricted stock unit totalingunits valued at $80,000 payable in 75,472 shares of our common stock. The restricted stock unit vestsunits vested on the first anniversary fromof the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

Nancy Heinen

Ms. Heinen earned total cash compensation for her services to us in the amount of $75,000 and $64,000 for the fiscal years ended December 31, 2021 and 2020 respectively.

On January 4, 2021, we granted Ms. Heinen restricted stock units valued at $86,000 payable in 50,829 shares of our common stock. The restricted stock units vested on the first anniversary of the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.69 and was used to calculate fair market value.

On April 10, 2020, we granted Ms. Heinen restricted stock units valued at $6,000 payable in 4,891 shares of our common stock as part of the COVID Plan. The restricted stock units vested on July 15, 2020 upon completion of the plan. The price per share was $1.198, which was the 21-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.47 and was used to calculate fair market value.

On July 29, 2020, we granted Ms. Heinen restricted stock units valued at $80,000 payable in 75,472 shares of our common stock. The restricted stock units vested on the first anniversary of the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

On December 23, 2019, we granted Ms. Hammerschmidt an initial BoardNancy Heinen will not be standing for re-election at the Annual Meeting and any unvested restricted stock units will terminate in accordance with the terms of the relevant award totaling $100,000 payable in 88,207 shares of our common stock. The restricted stock award vests on the first, second, and third anniversaries from the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq.agreements.

On December 23, 2019, we granted Ms. Hammerschmidt a restricted stock award totaling $80,000 payable in 70,565 shares of our common stock. The restricted stock award vests on the first anniversary from the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq.

Outstanding Equity Awards at Fiscal Year-EndOutstanding

The following table sets forth, for each non-employee director, certain information concerningthe number of equity awards outstanding restricted stock awards as of December 31, 2020:2021:

The following table sets forth, for each non-employee director, certain information concerning outstanding option awards as of December 31, 2020:

Risk Assessment in Compensation Programs

During fiscal year 2020 and 2019, we paid compensation to our employees, including executive and non-executive officers. Due to the size and scope of our business, and the amount of compensation, we did not have any employee compensation policies and programs to determine whether our policies and programs create risks that are reasonably likely to have a material adverse effect on us.

Indemnification of Directors and Officers

We are a Nevada corporation governed by the Nevada Revised Statutes (the “NRS”).

Section 78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law.

Section 78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, if the officer or director (i) is not liable pursuant to Section 78.138 of the NRS, or (ii) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Section 78.7502 of the NRS also precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses and requires a corporation to indemnify its officers and directors if they have been successful on the merits or otherwise in defense of any claim, issue, or matter resulting from their service as a director or officer.

Section 78.751 of the NRS permits a Nevada corporation to indemnify its officers and directors against expenses incurred by them in defending a civil or criminal action, suit, or proceeding as they are incurred and in advance of a final disposition thereof, upon determination by the stockholders, the disinterested board members, or by independent legal counsel. Section 78.751 of the NRS provides that the articles of incorporation, the bylaws, or an agreement may require a corporation to advance expenses as incurred upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified by the corporation if so provided in the corporation’s articles of incorporation, bylaws, or other agreement. Section 78.751 of the NRS further permits the corporation to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws, or other agreement.

Section 78.752 of the NRS provides that a Nevada corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. We have obtained insurance policies insuring our directors and officers against certain liabilities they may incur in their capacity as directors and officers. Under such policies, the insurer, on our behalf, may also pay amounts for which we have granted indemnification to the directors or officers.

The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the NRS.

Our articles of incorporation provide that, except in some specified instances, our directors and officers shall not be personally liable to us or our stockholders for monetary damages for breach of their fiduciary duty as directors and officers, except liability for the following:

In addition, our articles of incorporation and Bylaws provide that we must indemnify our directors and officers and may indemnify our employees and other agents to the fullest extent permitted by the NRS. OurThe Bylaws also authorize us to purchase and maintain insurance on behalf of any of our directors or officers against any liability asserted against that person in that capacity, whether or not we would have the power to indemnify that person against such liability and expenses. We have entered and expect to continue to enter into agreements to indemnify our directors and executive officers as determined by our Board. In general, the indemnification agreements provide that we will, to the fullest extent permitted by Nevada law and subject to certain limitations, indemnify the indemnitee against certain expenses (including attorneys’ fees), judgments, fines, penalties, and settlement amounts that may be incurred in connection with the defense or settlement of any claim, criminal, civil, or administrative action or proceeding to which the indemnitee becomes subject in connection with his or her services as an executive officer, director, or both. We believe that these Bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.

The limitation of liability and indemnification provisions in our articles of incorporation and Bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and other stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

PROPOSAL 2 – RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

What Am I Voting On?General

It is the responsibility of the Audit Committee to select and retain our independent registered public accounting firms. Ourfirm. The Audit Committee has appointed Weinberg as our independent registered public accounting firm for our fiscal year ending December 31, 2021.2022. Although stockholder ratification of the Audit Committee’s selection of our independent registered public accounting firm is not required by ourthe Bylaws or otherwise,applicable law, we are submitting the selection of Weinberg to stockholderfor ratification so that our stockholders may participate in this important corporate decision. If not ratified, the Audit Committee will reconsider the selection, although the Audit Committee will not be required to select a different independent registered public accounting firm for us.firm.

Representatives of Weinberg willare expected to be present at the Annual Meeting and will have an opportunity to make a statement and respond to questions from stockholders present at the meeting.

Voting Recommendation

FOR the ratification of the appointment of Weinberg as our independent registered public accounting firm.

PROPOSAL 3 – AUTHORITY TO ADJOURN THE ANNUAL MEETING

What Am I Voting On?

In this proposal, we are asking you to authorize our Board to adjourn the Annual Meeting to another place, date, or time if our Board believes adjournment is necessary or appropriate. If the stockholders approve the proposal to adjourn the Annual Meeting, we would expect to adjourn the Annual MeetingAudit Fees and use the additional time to solicit additional votes, including the solicitation of votes from stockholders that have previously voted, if necessary to approve Proposals 1 or 2.

If a quorum does not exist, the holders of a majority of shares present at the Annual Meeting in person or by proxy may adjourn the Annual Meeting to another place, date, or time.

Voting Recommendation

FOR the approval of granting our Board the authority to adjourn the Annual Meeting if our Board deems it necessary or appropriate.

AUDIT MATTERSServices

The following table sets forth the fees billed to us for the year ended December 31, 20202021 and 20192020 for professional services rendered by our independent registered public accounting firm, Weinberg & Company.firm.

For purposes of the table, the professional fees are classified as follows:

Pre-Approval Policies and Procedures

The Audit Committee has adopted policies and procedures to oversee the external audit process and pre-approves all services provided by our independent registered public accounting firm. Prior to the addition of Mr. Bond and Mr. Cragun as members of the Audit Committee, the entire Board, consisting of Mr. Cutaia and Mr. Geiskopf acted as our Audit Committee and were responsible for pre-approving all services provided by our independent registered public accounting firm. All of the above services and fees were reviewed and approved by our Board orthe Audit Committee, as applicable, before the respective services were rendered.

Voting Recommendation

OUR BOARD RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF WEINBERG AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.

AUDIT COMMITTEE REPORT

OurThe Audit Committee is responsible for, among other things, reviewing and discussing our audited financial statements with management, discussing with our independent registered public accounting firm information relating to its judgments about the quality of our accounting principles, recommending to our Board that we include the audited financial statements in ourthe Annual Report on Form 10-K, and overseeing compliance with the SEC requirements for disclosure of our auditor’s services and activities.independent registered public accounting firm’s services.

Review of Audited Financial Statements

OurThe Audit Committee reviewed our financial statements for the fiscal year ended December 31, 2020,2021, as audited by Weinberg & Company, P.A. (“Weinberg”), our independent registered public accounting firm, and discussed these financial statements with management. In addition, the Audit Committee has discussed with Weinberg the matters required to be discussed by Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, (“PCAOB”), as may be modified or supplemented. Furthermore, ourthe Audit Committee has received the written disclosures and the letter from Weinberg required by the Independence Standards Board Standard No. 1, as may be modified or supplemented, and has discussed with Weinberg its independence.

Generally, theThe members of ourthe Audit Committee are not professionally engaged in the practice of auditing or accounting and are not experts in the fields of accounting or auditing, or in determining auditor independence. However, our Board has determined that each member of ourthe Audit Committee meets the independence criteria set forth in the applicable rules of Nasdaq and the SEC, and that one member of ourthe Audit Committee, Mr. Cragun, qualifies as an “audit committee financial expert,” as defined by SEC rules.regulations. Members of ourthe Audit Committee rely, without independent verification, on the information provided to them and on the representations made by management. Accordingly, ourthe Audit Committee’s oversight does not currently provide an independent basis to determine that management has maintained procedures designed to assure compliance with accounting standards and applicable laws and regulations.

Recommendation

Based upon the foregoing review and discussion, ourthe Audit Committee recommended to our Board that the audited financial statements for the fiscal year ended December 31, 20202021 be included in ourthe Annual Report on Form 10-K for such fiscal year.

The Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under the Securities Act or the Exchange Act.

PROPOSAL 3 – APPROVAL, ON A NON-BINDING, ADVISORY BASIS, COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTGeneral

The following table sets forth, as of August 25, 2021, certain informationIn accordance with respectapplicable SEC rules, we are providing our stockholders with the opportunity to cast a non-binding, advisory vote on the beneficial ownership of our common stock by (i) each of our current directors, (ii) eachcompensation of our named executive officers (iii)as described in this Proxy Statement. We consider seeking the views of our directors and namedstockholders on our executive officers as a group, and (iv) each stockholder known by uscompensation program to be the beneficial owner of more than 5%an important part of our outstanding our common stock.decision-making process.

We have determined beneficial ownership inFor additional information about our executive compensation program, refer to the section titled “Executive Compensation” and the related compensation tables and footnotes.

Proposal

In accordance with the rulesSection 14A of the SEC, which generally includes voting or investment power over securities. Except in cases where community property laws apply orExchange Act, we are asking our stockholders to approve the following resolution at the Annual Meeting:

“RESOLVED, that our stockholders approve, on a non-binding advisory basis, the compensation of our Named Executive Officers, as indicateddescribed in the footnotes to this table, we believe, based onExecutive Compensation section, and the information furnished to us, that each stockholder identifiedrelated compensation tables and footnotes, in the table possesses sole voting and investment power over all sharesProxy Statement for our 2022 Annual Meeting of common stock shown as beneficially owned by the stockholder. Shares of common stock subject to equity awards that are exercisable or have vested, or will become exercisable or will vest, as applicable, within 60 days of August 25, 2021, are considered outstanding and beneficially owned by the person holding the options or restricted stock units for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.Stockholders.”

Unless otherwise indicated,Because this vote is advisory only, it will not be binding upon our Board or the addressCompensation Committee. However, the Compensation Committee will take the outcome of each beneficial owner listed in the table below is c/o Verb Technology Company, Inc., 782 Auto Mall Drive, American Fork, Utah 84003.vote into account when considering future executive compensation arrangements.

Voting Recommendation

OUR BOARD RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes certain information regarding our equity compensation plans as of December 31, 2020:

EXECUTIVE COMPENSATION

Summary Compensation Table

The table and discussion below present compensation information for ourthe following executive officers, which we refer to as our “named executive officers”:

Narrative Disclosure to Summary Compensation Table

The following is a discussion of the material information that we believe is necessary to understand the information disclosed in the foregoing Summary Compensation Table.

Rory J. Cutaia

On December 20, 2019, we entered into an executive employment agreement with Mr. Cutaia. The employment agreement is forhas a four-year term andthat can be extended for additional one-year periods. In addition to certain payments due to Mr. Cutaia upon termination of employment, the employment agreement contains customary non-competition, non-solicitation and confidentiality provisions. Mr. Cutaia is entitled to an annual base salary of $430,000, which shall not be subject to reduction during the initial term, but will be subject to annual reviews and increases, if and as approved in the sole discretion of our Board, after it has received and reviewed advice from the Compensation Committee (who may or may not utilize the services of its outside compensation consultants, as it shall determine under the circumstances).Board. In addition, Mr. Cutaia is eligible to receive performance-based cash and/or stock bonuses upon attainment of performance targets established by our Board in its sole discretion, after it has received and reviewed advice from the Compensation Committee (who may or may not utilize the services of its outside compensation consultants, as it shall determine under the circumstances).discretion. We must make annual equity grants to Mr. Cutaia as determined by our Board in its sole discretion, after it has received and reviewed advice from the Compensation Committee (who may or may not utilize the services of its outside compensation consultants, as it shall determine under the circumstances).discretion. Finally, Mr. Cutaia is eligible for certain other benefits, such as health, vision, and dental insurance, life insurance, and 401(k) matching.

Mr. Cutaia earned total cash compensation for his services to us in the amounta base salary of $452,000$490,000 and $476,000$452,000 for the fiscal years endingended December 31, 20202021 and 2019,2020, respectively.

InFor performance during the fiscal year ended December 31, 2021, Mr. Cutaia earned an annual incentive bonus totaling $350,000.

On January 4, 2021, we granted Mr. Cutaia restricted stock units totaling $537,000 payable in 317,682 shares of our common stock. The restricted stock units are subject to a four-year vesting period, with 25% of the award vesting on the first, second, third, and fourth anniversaries of the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.69 and was used to calculate fair market value.

For performance during the fiscal year ended December 31, 2020, Mr. Cutaia earned an annual incentive bonus totaling $490,000.

On April 10, 2020, we granted Mr. Cutaia a restricted stock unit totalingunits valued at $37,000 payable in 31,030 shares of our common stock as part of the Company’s COVID-19 Full Employment and Cash PreservationCOVID Plan. The restricted stock unitunits vested on July 15, 2020 at theupon completion of the plan. The price per share was $1.198, which was the 21-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.47 and was used to calculate fair market value.

On July 29, 2020, Mr. Cutaia earned an incentive bonus totaling $100,000 for the successful closing of our March 31, 2020 private placement and the July 24, 2020 underwritten public offering of our common stock, respectively.stock.

On July 29, 2020, we granted Mr. Cutaia a restricted stock unit totalingunits valued at $500,000 payable in 471,698 shares of our common stock. The restricted stock unit isunits are subject to a four-year vesting period, with 25% of the award vesting on the first, second, third, and fourth anniversaries fromof the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

On July 29, 2020, we granted Mr. Cutaia a restricted stock unit totalingunits valued at $176,000 payable in 166,365 shares of our common stock. The restricted stock unitunits vested on grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

In fiscal 2019,As of December 31, 2021 and 2020, Mr. Cutaia had accrued but unpaid compensation equal to $1,031,000 and $697,000, respectively.

Jeffrey R. Clayborne

Mr. Clayborne earned an annual incentive bonus totaling $430,000a base salary of $250,000 and $324,000$234,000 for up-listing to Nasdaq and the acquisition of Verb Direct, respectively. We have determined that it is in our best interest and in the best interest of our stockholders to defer payments to Mr. Cutaia. We will pay 50% on January 10,fiscal years ended December 31, 2021 and the remaining 50% on January 9, 2022.2020, respectively.

On January 9, 2019,4, 2021, we granted Mr. Cutaia a stock option to purchase up to 16,667 shares of our common stock at an exercise price of $4.35 per share. Half the option vested on the grant date, and the remaining half vested on January 9, 2020. The option will expire on January 8, 2024.

On December 23, 2019, we granted Mr. Cutaia aClayborne restricted stock award totaling $400,000units valued at $322,000 payable in 352,827190,609 shares of our common stock. The restricted stock award isunits were subject to a four-year vesting period, with 25% of the award vesting on the first, second, third, and fourth anniversaries fromof the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.36$1.69 and was used to calculate fair market value.

On December 23, 2019, we granted Mr. Cutaia a restricted stock award totaling $272,000 payable in 200,000 shares of our common stock for up-listing to Nasdaq and the acquisition of Verb Direct. The restricted stock award vests 25% on the grant date and 25% on the first, second, and third anniversaries from the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.36 and was used to calculate fair market value.

On December 23, 2019, we granted Mr. Cutaia a stock option to purchase up to 332,730 shares of our common stock at an exercise price of $1.13 per share. The option is not currently vested, but will vest in full on January 10, 2021, and will expire on January 10, 2021. On December 23, 2019, we granted Mr. Cutaia a stock option to purchase up to 332,730 shares of our Common Stock at an exercise price of $1.13 per share. The option is not currently vested, but will vest in full on January 10, 2022, and will expire on January 10, 2022.

As of December 31, 2020 and 2019, Mr. Cutaia had accrued but unpaid compensation equal to $697,000 and $207,000, respectively.

Jeffrey R. Clayborne

Mr. Clayborne earned total cash compensation for his services to us in the amount of $234,000 and $173,000 forFor performance during the fiscal years endingyear ended December 31, 2020 and 2019, respectively.

In fiscal 2020, Mr. Clayborne earned an annual incentive bonus totaling $125,000.

On April 10, 2020, we granted Mr. Clayborne a restricted stock unit totalingunits valued at $20,000 payable in 16,303 shares of our common stock as part of the Company’s COVID-19 Full Employment and Cash PreservationCOVID Plan. The restricted stock unitunits vested on July 15, 2020 at theupon completion of the plan. The price per share was $1.198, which was the 21-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.47 and was used to calculate fair market value.

On July 29, 2020, Mr. Clayborne earned an incentive bonus totaling $25,000 for the successful closing of our March 31, 2020 private placement and the July 24, 2020 underwritten public offering of our common stock, respectively.

On July 29, 2020, we granted Mr. Clayborne a restricted stock unit totalingunits valued at $300,000 payable in 283,019 shares of our common stock. The restricted stock unit isunits were subject to a four-year vesting period, with 25% of the award vesting on the first, second, third, and fourth anniversaries fromof the grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

On July 29, 2020, we granted Mr. Clayborne a restricted stock unit totalingunits valued at $67,000 payable in 63,288 shares of our common stock. The restricted stock unitunits vested on grant date. The price per share as reported by Nasdaq on the day of issuance was $1.06 and was used to calculate fair market value.

In fiscal 2019, Mr. Clayborne earned an annual incentive bonus totaling $125,000 and $162,000 for up-listing to Nasdaq and the acquisition of Verb Direct, respectively. We have determined that it is in our best interest and in the best interest of our stockholders to defer payments to Mr. Clayborne. We will pay 50% on January 10, 2021 and the remaining 50% on January 10, 2022.

On December 23, 2019, we granted Mr. Clayborne a restricted stock award totaling $300,000 payable in 264,620 shares of our common stock. The restricted stock award is subject to a four-year vesting period, with 25% of the award vesting on the first, second, third, and fourth anniversaries from the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.36 and was used to calculate fair market value.

On December 23, 2019, we granted Mr. Clayborne a restricted stock award totaling $136,000 payable in 100,000 shares of our common stock for up-listing to Nasdaq and the acquisition of Verb Direct. The restricted stock award vests 25% on the grant date and 25% on the first, second, and third anniversaries from the grant date. The price per share was $1.13, which was the 30-day volume weighted average price as reported by Nasdaq. The price per share as reported by Nasdaq on the day of issuance was $1.36 and was used to calculate fair market value.

On December 23, 2019, we granted Mr. Clayborne a stock option to purchase up to 126,672 shares of our common stock at an exercise price of $1.13 per share. The option is not currently vested, but will vest in full on January 10, 2021, and will expire on January 10, 2021. On December 23, 2019, we granted Mr. Clayborne a stock option to purchase up to 126,672 shares of our common stock at an exercise price of $1.13 per share. The option is not currently vested, but will vest in full on January 10, 2022, and will expire on January 10, 2022.

As of December 31, 20202021 and 2019,2020, Mr. Clayborne had accrued but unpaid compensation equal to $77,000 and $125,000, respectively.

Mr. Clayborne resigned as our Chief Financial Officer and $0, respectively.Treasurer effective January 20, 2022. As a result, all unvested restricted stock units were terminated, provided that 25,000 previously unvested restricted stock units were permitted to vest pursuant to a separation agreement executed by Mr. Clayborne. In addition, all options that were unexercised prior to resignation were terminated.

Compensation Consultant

The Compensation Committee receives advice regarding our compensation programs applicable to executive officers and non-employee directors from its independent compensation consultant, Compensation Advisory Partners LLC (“CAP”). The Compensation Committee selected CAP based on its experience providing strategic executive compensation advice to help companies balance human capital risks while focusing on driving business performance. In making the selection, the Compensation Committee assessed whether work performed or advice rendered by CAP would raise any conflicts of interest and determined that there are no conflicts of interest with respect to this independent compensation consultant.

For the fiscal year ended December 31, 2021, CAP provided information on competitive pay practices and trends in our industry, and made recommendations regarding our peer group, as well as the structure of our compensation programs. The Compensation Committee carefully considered the recommendations in approving the compensation for the named executive officers and non-employee directors during the year.

While we are not obligated to retain an independent compensation consultant, the Compensation Committee believes that the use of an independent consultant provides assurance that our compensation programs are competitive and aligned with our business objectives. The decision to engage CAP was made by the Compensation Committee, and CAP reports directly to the committee.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth, for each named executive officer, certain information concerning outstanding restricted stock units as of December 31, 2021:

The following table sets forth, for each named executive officer, certain information concerning outstanding options as of December 31, 2021:

2019 Omnibus Incentive Plan

On November 11, 2019, our Board approved our 2019 Omnibus Incentive Plan or Incentive Plan,(the “Incentive Plan”) and on December 20, 2019, our stockholders approved and adopted the Incentive Plan. The material terms of the Incentive Plan are summarized below.

On September 2, 2020, our Board approved an additional 8,000,000 shares of our common stock to be authorized for awards granted under the Incentive Plan, and on October 16, 2020, our stockholders approved the additional 8,000,000 shares of our common stock to be authorized for awards granted under the Incentive Plan.shares.

General

The purpose of the Incentive Plan is to enhance stockholder value by linking the compensation of our officers, directors, key employees, and consultants to increases in the price of our common stock and the achievement of other performance objections and to encourage ownership in our company by key personnel whose long-term employment is considered essential to our continued progress and success. The Incentive Plan is also intended to assist us in recruiting new employees and to motivate, retain, and encourage such employees and directors to act in our stockholders’ interest and share in our success.

Term

The Incentive Plan became effective upon approval by our stockholders and will continue in effect from that date until it is terminated in accordance with its terms.

Administration

The Incentive Plan may be administered by our Board or a committee designated by it, and/or their respective delegates.our Board. Currently, ourthe Compensation Committee administers the Incentive Plan. The administrator has the power to determine the directors, employees, and consultants who may participate in the Incentive Plan and the amounts and other terms and conditions of awards to be granted under the Incentive Plan. All questions of interpretation and administration with respect to the Incentive Plan will be determined by the administrator. The administrator also will have the complete authority to adopt, amend, rescind, and enforce rules and regulations pertaining to the administration of the Incentive Plan; to correct administrative errors; to make all other determinations deemed necessary or advisable for administering the Incentive Plan and any award granted under the Incentive Plan; and to authorize any person to execute, on behalf of us, all agreements and documents previously approved by the administrator, among other items.

Eligibility

Any of our directors, employees, or consultants, or any directors, employees, or consultants of any of our affiliates (except that with respect to incentive stock options, only employees of us or any of our subsidiaries are eligible), are eligible to participate in the Incentive Plan.

Available Shares

Outstanding Equity Awards at Fiscal Year-End

SubjectThe following table sets forth, for each named executive officer, certain information concerning outstanding restricted stock units as of December 31, 2021: