01—Abstract
Summary
Summary of the 8-K/A filed April 25, 2025. Cited figures are marked; the original filing is the authoritative source.
VeriSign, Inc. filed this Current Report on Form 8-K to disclose a leadership transition in its finance function and the compensation package for its incoming Chief Financial Officer.
As previously announced on February 13, 2025, the Board appointed John D. Calys, the Company's Senior Vice President, Global Controller and Chief Accounting Officer, to succeed George Kilguss as Chief Financial Officer upon Mr. Kilguss's retirement on May 31, 2025. On April 22, 2025, the Compensation Committee of the Board approved Mr. Calys' compensation in connection with his appointment as Executive Vice President, Chief Financial Officer.
He will receive an initial annual base salary of $500,000a and an annual target bonus of up to 100% of base salary, both effective June 1, 2025. He will also receive time-vested restricted stock units valued at approximately $700,000 and performance-based restricted stock units valued at approximately $700,000, with share counts set using the closing price on June 2, 2025. Both awards are granted under the Company's 2006 Equity Incentive Plan.
The time-vested units vest 25%b on June 15, 2026 and 6.25% quarterly thereafter, subject to continued employment. The performance-based units vest based on achievement of performance measures over January 1, 2025 through December 31, 2027, certified by the Compensation Committee, and require an unqualified audit opinion on the Company's financial statements for fiscal 2027, subject to continued employment.
02—Key points
Key Highlights
- John D. Calys, currently SVP, Global Controller and Chief Accounting Officer, will succeed George Kilguss as Chief Financial Officer when Mr. Kilguss retires on May 31, 2025.
- Mr. Calys will receive an initial annual base salary of $500,000, effective June 1, 2025.
- Annual target bonus opportunity is up to 100% of base salary.
- Equity grants include time-vested RSUs valued at approximately $700,000 and performance-based RSUs valued at approximately $700,000.
- Time-vested RSUs vest 25% on June 15, 2026, then 6.25% quarterly, subject to continued employment.
- Performance-based RSUs cover the January 1, 2025 to December 31, 2027 performance period and require an unqualified audit opinion for fiscal 2027.
- Both awards are granted under the Company's 2006 Equity Incentive Plan.
03—Questions
Frequently Asked Questions
Who is replacing George Kilguss as Chief Financial Officer?
John D. Calys, the Company's Senior Vice President, Global Controller and Chief Accounting Officer, was appointed by the Board on February 13, 2025 to succeed Mr. Kilguss upon his retirement on May 31, 2025.
What compensation will the new CFO receive?
Mr. Calys will receive an initial annual base salary of $500,000 and an annual target bonus of up to 100% of base salary, both effective June 1, 2025. He will also receive time-vested RSUs and performance-based RSUs, each valued at approximately $700,000.
When do the new CFO's equity awards vest?
The time-vested RSUs vest 25% on June 15, 2026, then 6.25% quarterly thereafter, subject to continued employment. The performance-based RSUs vest after performance is certified by the Compensation Committee over the January 1, 2025 to December 31, 2027 period and the Company receives an unqualified audit opinion for fiscal 2027, subject to continued employment.
What plan governs the new CFO's equity awards?
Both awards will be granted under the Company's 2006 Equity Incentive Plan and are subject to the plan terms and the individual award agreements.
When was the compensation package approved?
The Compensation Committee of the Board of Directors approved Mr. Calys' compensation package on April 22, 2025.
04—Continue