Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On February 23, 2021, the Board of Directors (the “Board”) of VEREIT, Inc. (the “Company”) appointed each of Priscilla Almodovar and Susan Skerritt to the Board as independent members of the Board, effective (the “Effective Date”) immediately following the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (the “Form 10-K”). As of the date of this report, the Board has not determined which Board committees Mses. Almodovar and Skerritt will serve on.
In accordance with the Company’s non-employee director compensation policy, Mses. Almodovar and Skerritt will be entitled to receive an annual cash retainer of $70,000 per annum, an annual equity retainer of $125,000 per annum (each prorated based on service in 2021) in the form of fully vested deferred stock units subject to a three-year holding period requirement and granted pursuant to the VEREIT, Inc. Equity Plan (the “Plan”), fees for membership on any Board committee to which they are appointed, and excess meeting fees of $1,500 per meeting of the Board or of a Board committee attended that is in excess of ten meetings in a calendar year for the Board or the respective committee.
The Company also expects to enter into its standard director indemnification agreement with each of Mses. Almodovar and Skerritt, the form of which is described in and filed as an exhibit to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2015.
There is no arrangement or understanding between Mses. Almodovar and Skerritt and any other person pursuant to which either Ms. Almodovar or Ms. Skerritt was selected as a director. Neither Ms. Almodovar nor Ms. Skerritt has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Additional information about these events is contained in the press release issued by the Company on February 23, 2021, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
Information set forth herein contains forward-looking statements which reflect the Company’s expectations regarding future results, events and plans, including expectations regarding the appointment of Mses. Almodovar and Skerritt and the filing of the Company’s Form 10-K. Generally, the words "anticipates," "assumes," "believes," "continues," "could," "estimates," "expects," "goals," "intends," "may," "plans," "projects," "seeks," "should," "targets," "will," variations of such words and similar expressions identify forward-looking statements. These forward-looking statements are based on information currently available and involve a number of known and unknown assumptions and risks, uncertainties and other factors, which are difficult to predict and beyond Company’s control, that could cause actual events and plans or could cause Company’s business, financial condition, liquidity and results of operations to differ materially from those expressed or implied in the forward-looking statements. These factors include the risks and uncertainties detailed from time to time in Company’s filings with the SEC, which are available at the SEC's website at www.sec.gov. The Company disclaims any obligation to publicly update or revise any forward-looking statements contained in this press release whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.