01—Abstract
Summary
Summary of the 8-K filed October 8, 2025. Cited figures are marked; the original filing is the authoritative source.
VeriSign, Inc. (VRSN) disclosed in this Form 8-K that, effective October 6, 2025, its Board of Directors appointed Matthew J.
Desch as a director, 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 position he has held since 2009. As a non-employee director, Mr. Desch will receive an annual cash retainer of $50,000a and an annual equity award of $250,000, granted solely as restricted stock units.
New directors receive a pro rata equity award based on their appointment date, and his cash retainer will be prorated for the portion of the year he serves. The Company will also enter into its standard indemnity agreement with him, obligating it to indemnify him against certain director-related liabilities and advance related expenses. The filing states there was no arrangement or understanding under which Mr. Desch was appointed, and no transactions requiring disclosure under Item 404(a) of Regulation S-K in which he has a direct or indirect material interest.
02—Key points
Key Highlights
- Board expanded from seven to eight directors, effective October 6, 2025, with the appointment of Matthew J. Desch
- Mr. Desch is CEO and a director of Iridium Communications Inc., a role he has held since 2009
- Non-employee director compensation: $50,000 annual cash retainer and $250,000 annual equity award in restricted stock units, both prorated for a partial year
- Company will enter into a standard indemnity agreement with Mr. Desch, previously filed as Exhibit 10.01 to the Q1 2010 Form 10-Q
- No arrangement or understanding existed for his appointment, and no Item 404(a) related-person transactions were reported
03—Questions
Frequently Asked Questions
Who was appointed to VeriSign's Board of Directors?
Matthew J. Desch was appointed to the Board effective October 6, 2025, increasing the Board's size from seven to eight directors.
What is Mr. Desch's compensation as a director?
As a non-employee director, he will receive an annual cash retainer of $50,000 and an annual equity award of $250,000 in restricted stock units. Both will be prorated to reflect his partial year of service.
What other position does Mr. Desch hold?
He serves as Chief Executive Officer and a director of Iridium Communications Inc., a global mobile, voice, and data satellite communications company, a position held since 2009.
Does VeriSign indemnify its new director?
Yes. The Company will enter into an indemnity agreement with Mr. Desch, under which it must indemnify him against certain liabilities arising from his service as a director and advance related expenses. The standard form was previously filed as Exhibit 10.01 to the Q1 2010 Form 10-Q.
Were there any related-person transactions or special arrangements tied to the appointment?
The filing states there was no arrangement or understanding between Mr. Desch and any other person pursuant to which he was appointed, and no transactions involving the Company or its subsidiaries in which he has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K.
04—Continue