DEF 14A of authID Inc.
Filed May 16, 2024 · FY20230001213900-24-044324
INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS The current Directors and Officers of the Company are as follows:
INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
| Name | Age | Position (s) and Offices Held | | Rhoniel A. Daguro(2) | 49 | Director and Chief Executive Officer | | Edward C. Sellitto | 39 | Chief Financial Officer | | Thomas R. Szoke | 59 | Director, Chief Technology Officer | | Ken Jisser | 46 | Director | | Michael L. Koehneman*(1)(2)(4) | 63 | Director | | Michael C. Thompson(1)(2)(3) | 63 | Director | | Jacqueline L. White*(1)(3) | 60 | Director | | Kunal Mehta(3) | 55 | Director |
INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
____________ * denotes Committee Chair (1) Audit Committee (2) Governance Committee (3) Compensation Committee (4) Lead Independent Director
Compensation of Directors
Compensation of Directors The following table sets forth the compensation of non-management Directors earned during the year ended December 31, 2023. Compensation of Directors
Compensation of Directors
| | Cash Compensation ($) | Option Awards ($) | Total ($) | | Joe Trelin | 26,500 | 73,000 | 99,500 | | Former Chairman of the Board | | | | | Michael Koehneman | 37,500 | 73,000 | 110,500 | | Board Member | | | | | Jacqueline White | 37,500 | 73,000 | 110,500 | | Board Member | | | | | Michael Thompson | 10,000 | 42,000 | 52,000 | | Board Member | | | | | Ken Jisser | 10,000 | 42,000 | 52,000 | | Board Member | | | | | Phillip Kumnick | 20,000 | — | 20,000 | | Former Chairman of the Board, CEO and President | | | | | Philip Broenniman | 16,000 | — | 16,000 | | Former Board Member and President | | | | | Michael Gorriz | 14,000 | — | 14,000 | | Board Member | | | | | Neepa Patel | 17,500 | — | 17,500 | | Board Member | | | |
Compensation of Directors
In May 2022, the Board approved that the compensation policy for non-employee directors be amended as follows: • For attendance at each Board or Committee meeting of the Company, each director, who is not a committee chair, shall receive the sum of $2,000. • For attendance at each Board or Committee meeting of the Company, each director, who is a committee chair shall receive the sum of $2,500. • For attendance at each Board or Committee meeting of the Company, which lasts more than 2 hours, in lieu of the above sums, each director shall receive the sum of $1,000 per hour duration of such meeting. • When Board and Committee meetings are held on the same day, the meetings shall be treated as a single meeting for the purpose of determining compensation. • Payment shall be made quarterly in arrear in the month following completion of each fiscal quarter commencing July 2022 for the 2nd quarter of 2022. In May 2023, the Board approved that the compensation policy for non-employee directors be amended as follows: • That cash compensation payable to each non-employee Director of $2,000 per meeting (or $2,500 per meeting for Committee chairs) be limited to one meeting per quarter, regardless of the number of meetings actually attended; and • That with respect to the annual awards to be made following the 2023 Annual Meeting, each non-employee director be awarded options to purchase 15,625 shares of Common Stock (“Shares”) for the current year, to be granted following the Annual Meeting (and subject to the stockholder approval of the proposal to increase the shares allocated to the 2021 Plan), provided that those Directors who had already received a grant of 12,500 shares should only receive an additional 3,125 shares, each option vesting over 12 months.
Executive Compensation
| Name and Title | Year | Salary ($) | Bonus ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Rhoniel Daguro | 2023 | 310,769 | 225,000 | 1,185,100 | — | 8,000 | 1,728,869 | | CEO(1) | 2022 | — | — | — | — | — | — | | Thomas Thimot | 2023 | 76,458 | — | — | — | 327,167 | 403,625 | | Former CEO(2) | 2022 | 325,000 | | — | — | 5,253 | 330,253 | | Thomas Szoke | 2023 | 188,490 | 140,833 | 221,145 | — | 5,234 | 555,702 | | CTO and former Chief Solutions Architect(3) | 2022 | — | — | — | — | — | — | | Edward Sellitto | 2023 | 94,712 | 57,123 | 315,303 | — | 2,188 | 469,326 | | CFO(4) | 2022 | — | — | — | — | — | — | | Hang Thi Bich Pham | 2023 | 171,875 | — | — | — | 303,840 | 475,715 | | Former CFO(5) | 2022 | 147,019 | 25,000 | 768,170 | — | 3,025 | 943,214 |
Grant of Plan-Based Awards
Grant of Plan-Based Awards During the calendar year ended December 31, 2023, the following grants were made to named executive officers: • The Company granted to Mr. Daguro stock options to acquire 490,000 shares of common stock that vest upon the achievement of performance and service conditions. See above for additional disclosure. • The Company granted to Mr. Szoke stock options to acquire 62,500 shares of common stock that vest upon the achievement of performance and service conditions. Additionally, the Company granted Mr. Szoke stock options to acquire 5,000 shares of common stock that vest upon the achievement of service conditions over twelve months. See above for additional disclosure. • The Company granted to Mr. Sellitto stock options to acquire 50,000 shares of common stock that vest upon the achievement of performance and service conditions. Additionally, the Company granted Mr. Sellitto stock options to acquire 7,000 shares of common stock that vest upon the achievement of service conditions over twelve months. See above for additional disclosure. During the calendar year ended December 31, 2022, the following grants were made to named executive officers: • The Company granted Ms. Pham stock options to acquire 43,750 shares of common stock which half vest monthly over four years and the balance is subject to certain performance vesting requirements. Ms. Pham was granted stock options to acquire an additional 7,500 shares of common stock that vest over one year. There were no other grants of plan-based awards or common stock options, to other named executive officers during the years ended December 31, 2023, and December 31, 2022. Outstanding Equity Awards to Executive Officers The following table sets forth information with respect to outstanding equity awards held by our named executive officers as of December 31, 2023.
Grant of Plan-Based Awards
| (a) | Number of Securities Underlying Unexercised Options (#) Exercisable (b) | Number of Securities Underlying Unexercised Options (#) Unexercisable (c) | Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) (d) | Option Exercise Price ($) (e) | Option Expiration Date (f) | | Executive Officer | | | | | | | Rhon Daguro | 144,354 | 162,521 | — | 3.18 | 4/10/33 | | Rhon Daguro | 66,125 | 117,000 | — | 5.48 | 6/28/33 | | Thomas Szoke | 41,667 | — | — | 108.00 | 9/25/25 | | Thomas Szoke | 4,167 | — | — | 57.60 | 5/5/31 | | Thomas Szoke | 4,513 | 7,987 | — | 2.64 | 3/14/33 | | Thomas Szoke | 18,052 | 31,948 | — | 5.48 | 6/28/33 | | Thomas Szoke | — | 5,000 | — | 9.25 | 12/21/33 | | Thomas Thimot | 32,812 | — | — | 62.40 | 3/23/27 | | Edward Sellitto | 5,552 | 44,448 | — | 8.87 | 8/15/33 | | Edward Sellitto | — | 7,000 | — | 9.25 | 12/21/33 | | Hang Thi Bich Pham | 43,750 | — | — | 19.28 | 8/15/27 | | Hang Thi Bich Pham | 7,500 | — | — | 6.32 | 8/15/27 |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table There have been no option exercises and restricted stock vesting during the year ended December 31, 2023 by any named executive officers.
Information With Respect to Director Nominees
Information With Respect to Director Nominees Listed below are the nominees for election to our Board with information showing the principal occupation or employment of the nominees for director, the principal business of the corporation or other organization in which such occupation or employment is carried on, and such nominees’ business experience during the past five years. Such information has been furnished to the Company by the director nominees.
Information With Respect to Director Nominees
| Name | Age | Position | | Rhoniel A. Daguro(2) | 49 | Director and Chief Executive Officer | | Ken Jisser | 46 | Director | | Michael L. Koehneman*(1)(2)(4) | 63 | Director | | Kunal Mehta(3) | 55 | Director | | Thomas R. Szoke | 59 | Director and Chief Technology Officer | | Michael C. Thompson(2)(3) | 63 | Director | | Jacqueline L. White*(1)(3) | 60 | Director |
Information With Respect to Director Nominees
____________ * denotes Committee Chair (1) Audit Committee (2) Governance Committee (3) Compensation Committee (4) Lead Independent Director
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares of our common stock.