DEF 14A of authID Inc., May 16, 2025

DEF 14A of authID Inc.

Filed May 16, 2025 · FY20240001213900-25-044879

Open on EDGAR

  1. 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:

  2. INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position (s) and Offices Held | | Rhoniel A. Daguro(2) | 50 | Director and Chief Executive Officer | | Edward C. Sellitto | 40 | Chief Financial Officer | | Thomas R. Szoke | 60 | Director, Chief Technology Officer | | Erick Soto | 37 | Chief Product Officer | | Ken Jisser | 47 | Director | | Kunal Mehta(3) | 56 | Director | | Michael L. Koehneman*(1)(2) | 64 | Director | | Michael C. Thompson(1)(2)(3) | 64 | Director | | Jacqueline L. White*(1)(3) | 61 | Director |

  3. INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

    ____________ * denotes Committee Chair (1) Audit Committee (2) Governance Committee (3) Compensation Committee

  4. Compensation of Directors

    Compensation of Directors The following table sets forth the compensation of non-management Directors earned during the year ended December 31, 2024. Compensation of Directors

  5. Compensation of Directors

    | | Year | Cash Compensation ($) | Option Awards ($) | Total ($) | | Michael Koehneman, Board Member | 2024 | 10,000 | 113,559 | 123,559 | | Jacqueline White, Board Member | 2024 | 10,000 | 113,559 | 123,559 | | Michael Thompson, Board Member | 2024 | 8,000 | 113,559 | 121,559 | | Ken Jisser, Board Member | 2024 | 8,000 | 113,559 | 121,559 | | Kunal Mehta, Board Member | 2024 | 6,151 | 200,968 | 207,119 |

  6. Compensation of Directors

    In August 2024, the Board approved that the compensation policy for non-employee directors be amended as follows: • That annual cash compensation payable to each non-employee Director of $8,000 (or $10,000 for Committee chairs), paid quarterly; and • That with respect to the year awards to be made following the 2024 Annual Meeting, each non-employee director be awarded options to purchase shares of Common Stock (“Shares”) equivalent in value to $117,000 for the current year, to be granted following the Annual Meeting (and subject to the stockholder approval of the 2024 Plan).

  7. Executive Compensation

    | Name and Title | Year | Salary ($) | Bonus ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Rhoniel Daguro | 2024 | 400,000 | — | — | 300,000 | 13,800 | 713,800 | | CEO(1) | 2023 | 310,769 | — | 1,185,100 | 225,000 | 8,000 | 1,728,869 | | Edward Sellitto | 2024 | 275,000 | 165,000 | — | — | 9,964 | 449.964 | | CFO(2) | 2023 | 94,712 | 57,123 | 315,303 | — | 2,188 | 469,326 | | Erick Soto | 2024 | 88,750 | 17,760 | 571,323 | — | 1,625 | 679,458 | | Chief Product Officer(3) | 2023 | — | — | — | — | — | — |

  8. 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, 2024 by any named executive officers

  9. 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.

  10. Information With Respect to Director Nominees

    | Name | Age | Position | | Rhoniel A. Daguro(2) | 49 | Director and Chief Executive Officer | | Stephen J. Garchik | 71 | Director | | Ken Jisser | 46 | Director | | Michael L. Koehneman*(1)(2)(4) | 63 | Director | | Kunal Mehta(3) | 55 | Director | | Ram Menghani | 64 | Director | | Nicholas Shevelyov | 52 | Director | | Michael C. Thompson(2)(3) | 63 | Director | | Shrikrishna Venkataraman | 48 | Director | | Jacqueline L. White*(1)(3) | 61 | Director |

  11. Information With Respect to Director Nominees

    ____________ * denotes Committee Chair (1) Audit Committee (2) Governance Committee (3) Compensation Committee (4) Lead Independent Director