VeriSign Inc.

10/08/2025 | Press release | Distributed by Public on 10/08/2025 14:37

Management Change/Compensation (Form 8-K)

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective October 6, 2025, the Board of Directors (the "Board") of VeriSign, Inc. (the "Company") appointed Matthew J. Desch to the Board, increasing the size of the Board from seven to eight directors.
Mr. Desch currently serves as Chief Executive Officer and a director of Iridium Communications Inc., a global mobile, voice, and data satellite communications company, a position he has held since 2009.
As a non-employee director, Mr. Desch will receive an annual cash retainer of $50,000 and an annual equity award grant of $250,000, made solely in the form of restricted stock units. New directors are granted an equity award equal to the pro rata amount of such annual equity award, the amount of which is determined based on the date of such new director's appointment or election to the Board. His cash retainer will also be prorated to reflect his service for a portion of the year.
In addition, the Company will enter into an indemnity agreement with Mr. Desch pursuant to which the Company is required to indemnify him against certain liabilities that may arise by reason of his status or service as a director of the Company and to advance expenses to him arising from the investigation, defense, settlement or appeal of these liabilities. The Company's standard form of indemnity agreement was previously filed as Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed with the Securities and Exchange Commission on April 28, 2010.
There was no arrangement or understanding between Mr. Desch and any other person pursuant to which Mr. Desch was appointed as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Mr. Desch has or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.
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