DEF 14A of authID Inc.
Filed Jun 1, 2026 · FY20250001213900-26-063512
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 | | Rhoniel A. Daguro(2) | 51 | Director and Chief Executive Officer | | Edward Sellitto | 41 | Chief Financial Officer | | Thomas R. Szoke | 62 | Chief Technology Officer | | Erick Soto | 38 | Chief Product Officer | | Stephen J. Garchik | 72 | Director | | Ken Jisser | 48 | Director | | Michael L. Koehneman*(1)(2)(4) | 65 | Director | | Kunal Mehta(1)(3) | 57 | Director | | Ram Menghani | 65 | Director | | Nicholas Shevelyov | 53 | Director | | Jacqueline L. White*(1)(3) | 62 | Director |
INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
| * denotes Committee Chair |
INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
| (1) Audit Committee |
INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
| (2) Governance Committee |
INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
| (3) Compensation Committee |
INFORMATION ABOUT THE BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
| (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, 2025. Compensation of Directors
Compensation of Directors
| | | Cash | Option | | | | | Compensation | Awards | Total | | | Year | ($) | ($) | ($) | | Michael Koehneman | 2025 | 10,000 | 117,000 | 127,000 | | Board Member | 2024 | 10,000 | 113,559 | 123,559 | | Jacqueline White | 2025 | 10,000 | 117,000 | 127,000 | | Board Member | 2024 | 10,000 | 113,559 | 123,559 | | Michael Thompson* | 2025 | 6,000 | 9,750 | 15,750 | | Board Member | 2024 | 8,000 | 113,559 | 121,559 | | Ken Jisser | 2025 | 8,000 | 117,000 | 125,000 | | Board Member | 2024 | 8,000 | 113,559 | 121,559 | | Kunal Mehta | 2025 | 8,000 | 117,000 | 125,000 | | Board Member | 2024 | 6,151 | 200,968 | 207,119 | | Stephen J. Garchik** | 2025 | 2,000 | 155,463 | 157,463 | | Board Member | 2024 | - | - | - | | Shrikrishna Venkataraman*** | 2025 | 2,000 | 155,463 | 157,463 | | Board Member | 2024 | - | - | - | | Nicholas Shevelyov** | 2025 | 2,000 | 155,463 | 157,463 | | Board Member | 2024 | - | - | - | | Ram Menghani** | 2025 | 2,000 | 155,463 | 157,463 | | Board Member | 2024 | - | - | - |
Compensation of Directors
| * Resigned August 18, 2025. |
Compensation of Directors
| ** Elected June 26, 2025. | | *** Elected June 26, 2025. Resigned May 5, 2026 |
Compensation of Directors
In May 2025, the Board approved that the compensation policy for non-employee directors will continue as previously adopted in August 2024 as follows:
Compensation of Directors
| ● | That annual cash compensation payable to each non-employee Director of $8,000 (or $10,000 for Committee chairs), paid quarterly; and |
Compensation of Directors
| ● | That with respect to the year awards to be made following the 2025 Annual Meeting, each non-employee director be awarded options to purchase shares of Common Stock (“Shares”) equivalent in value to $117,000 for the current year, to be granted following the Annual Meeting. |
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| | | Salary | Bonus | Option Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | | Name and Title | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Rhoniel Daguro | 2025 | 400,000 | - | (107,770) | 225,000 | 14,000 | 531,230 | | CEO (1) | 2024 | 400,000 | - | - | 300,000 | 13,800 | 713,800 | | Edward Sellitto | 2025 | 275,000 | 54,450 | 190,035 | - | 13,200 | 532,685 | | CFO (2) | 2024 | 275,000 | 165,000 | - | - | 9,964 | 449.964 | | Erick Soto | 2025 | 325,000 | 21,450 | 4,223 | - | 10,279 | 360,952 | | Chief Product Officer (3) | 2024 | 88,750 | 17,760 | 571,323 | - | 1,625 | 679,458 |
SUMMARY COMPENSATION TABLE
| (1) Mr. Rhoniel A. Daguro, a director of the Company, was hired as Chief Executive Officer of the Company in consideration of an initial annual salary of $400,000. Mr. Daguro will be eligible for an annual target bonus of up to $375,000 based on performance milestones. For the period beginning April 1, 2023 bonus amount of $75,000 shall be payable upon the Company achieving increments of $1,000,000 in total contract value of all customer agreements less claw backs (“Bookings”) up to an aggregate of $5,000,000 in Bookings. Above $5,000,000 a bonus amount of $75,000 shall be payable upon the Company achieving increments of $4,000,000 in total contract bookings up to an aggregate of $17,000,000. Mr. Daguro has earned a bonus of $75,000 in 2025 for non-equity incentive compensation based on Bookings in 2025. He also earned $300,000 in 2024 for non-equity incentive compensation based on Bookings in 2024, of which a $225,000 adjustment was assessed in September 2025 based on revised performance metrics. The adjustment of $225,000, net of $75,000 in 2025 earnings, or a total of $150,000, was repaid in December 2025 by way of a surrender of 71,977 stock options having a Black Scholes value equal to the amount of the adjustment. For subsequent years, Mr. Daguro and the Compensation Committee of the Board will mutually agree as to the performance targets to earn for the annual bonus. Additionally, the Company provided Mr. Daguro with an initial grant of options (“Initial Grant”) to purchase 306,875 shares of common stock for a period of ten years vesting subject to achievement of performance and service conditions, at an exercise price of $3.176 per share. Pursuant to his offer letter the Company granted Mr. Daguro additional options to acquire 183,125 shares of common stock for a period of ten years vesting subject to achievement of performance and service conditions (the “Additional Grant”) at an exercise price of $5.48 per share. The aggregate grant date fair market value of Mr. Daguro’s stock options was $1,185,100. Additionally, on June 4, 2025, the Company granted Mr. Daguro options to acquire 10,000 shares of common stock at an exercise price of $5.35 for ten years, vesting over twelve months. The grant date fair market value of the option grant was $42,230. Mr. Daguro has not exercised or realized a gain on his vested stock options as of the date of this report’s submission. All other compensation is primarily the Company’s 401(k) match. |
SUMMARY COMPENSATION TABLE
The Company also entered an Executive Retention Agreement with Mr. Daguro, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on his equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreement. In the event of a termination upon a change of control or an involuntary termination, Mr. Daguro is entitled to receive an amount equal to 100% of his base salary, the actual bonus earned but unpaid for the previous year and any bonus that was earned but unpaid prior to the termination date. Further, upon termination upon a change of control or an involuntary termination, the Company will reimburse Mr. Daguro for the cost of continuation of health coverage for Mr. Daguro and his eligible dependents pursuant to COBRA until the earlier of 12 months following the termination date, the date Mr. Daguro and his dependents are eligible for health coverage from a new employer or the date Mr. Daguro and his eligible dependents are no longer eligible for COBRA. Additionally, Mr. Daguro prior to being appointed as Chief Executive Officer received $2,000 for Director’s Compensation in 2023.
SUMMARY COMPENSATION TABLE
| (2) Mr. Edward Sellitto was hired as Chief Financial Officer of the Company on July 31, 2023 in consideration of an annual salary of $250,000. As of January 1, 2024, Mr. Sellitto’s annual salary was increased to $275,000. Mr. Sellitto will be eligible for an annual target bonus of up to 60% of base salary based on achievement of performance milestones, as Mr. Sellitto and the Compensation Committee of the Board, will mutually agree for each year. The accrued expected bonus for the 2025 year is $54,450 and the bonus earned for the 2024 year was $165,000. At the outset of employment, Mr. Sellitto was provided with a grant of options to purchase 50,000 shares of common stock vesting subject to achievement of performance and service conditions at an exercise price of $8.87, with an exercise period of 10 years. The grant date fair market value of the option grant was $260,500. The employment of Mr. Sellitto will be at will and may be terminated at any time, with or without formal cause. Additionally, on December 21, 2023, the Company granted Mr. Sellitto options to acquire 7,000 shares of common stock at an exercise price of $9.25 for ten years, vesting over twelve months. The grant date fair market value of the option grant was $54,803. On June 4, 2025, the Company also granted Mr. Sellitto options to acquire 45,000 shares of common stock at an exercise price of $5.35 for ten years, vesting over twelve months. The grant date fair market value of the option grant was $190,035. Mr. Sellitto has not exercised or realized a gain on his vested stock options as of the date of the submission of this report. All other compensation is primarily the Company’s 401(k) match. |
SUMMARY COMPENSATION TABLE
| (3) Mr. Erick Soto was hired as Chief Product Officer on September 23, 2024 in consideration of an annual salary of $325,000. Mr. Soto will be eligible for an annual target bonus of up to 20% of base salary based on achievement of performance milestones. The accrued expected bonus for 2025 is $21,450 and the bonus earned for the 2024 year was pro-rated to $17,760. At the outset of employment, Mr. Soto was provided with a grant of options to purchase 100,000 shares of common stock vesting subject to achievement of performance and service conditions at an exercise price of $6.94, with an exercise period of 10 years. The grant date fair market value of the option grant was $571,323. On June 4, 2025, the Company also granted Mr. Soto options to acquire 1,000 shares of common stock at an exercise price of $5.35 for ten years, vesting over twelve months. The grant date fair market value of the option grant was $4,223. Mr. Soto has not exercised or realized a gain on his vested stock options as of the date of the submission of this report. All other compensation is primarily the Company’s 401(k) match. |
SUMMARY COMPENSATION TABLE
The Company also entered an Executive Retention Agreement with Mr. Soto, pursuant to which the Company agreed to provide specified severance and bonus amounts and to accelerate the vesting on his equity awards upon termination upon a change of control or an involuntary termination, as each term is defined in the agreement. In the event of a termination upon a change of control or an involuntary termination, Mr. Soto is entitled to receive an amount equal to 100% of his base salary. On October 6, 2023, the Board adopted the Company’s Policy for the Recovery of Erroneously Awarded Compensation, in accordance with Nasdaq Rule 5608 (“Clawback Policy”). The Clawback Policy provides for the reasonably prompt recovery by the Company of Incentive Based Compensation paid to a Covered Person (an executive officer and certain other specified senior employees), to the extent erroneously awarded, following an Accounting Restatement by the Company. The Clawback Policy applies to all Incentive Based Compensation paid after the date of adoption of the Clawback Policy. (All capitalized terms in this paragraph are as defined in the Clawback Policy). The foregoing description of the Clawback Policy is not complete and is qualified in its entirety by reference to the full text of the Clawback Policy which was filed as an exhibit to the Quarterly Report on Form 10-Q for the period ended September 30, 2023 and is incorporated by reference herein. Other than the 401(k) retirement plan which allows employer match of 100% of up to 3% employee 401(k) payroll contribution and 50% of 3%-5% employee 401(k) payroll contribution, the Company currently has no other retirement, pension, or profit-sharing plan covering its officers and directors. The Company provides medical benefits on a cost sharing basis and has a dental plan which is fully paid by the employees. (See “Executive Agreements” below.)
Grant of Plan-Based Awards
Grant of Plan-Based Awards During the calendar year ended December 31, 2025, the following grants were made to named executive officers:
Grant of Plan-Based Awards
| ● | Company granted Mr. Daguro stock options to acquire 10,000 shares of common stock that vest over a twelve month period. See above for additional disclosure. |
Grant of Plan-Based Awards
| ● | Company granted Mr. Sellitto stock options to acquire 45,000 shares of common stock that vest over a twelve month period. See above for additional disclosure. |
Grant of Plan-Based Awards
| ● | The Company granted Mr. Soto stock options to acquire 1,000 shares of common stock that vest over a 12 month period. See above for additional disclosure. |
Grant of Plan-Based Awards
During the calendar year ended December 31, 2024, the following grants were made to named executive officers:
Grant of Plan-Based Awards
| ● | The Company granted Mr. Soto stock options to acquire 100,000 shares of common stock that vest over a 3 year period. See above for additional disclosure. |
Grant of Plan-Based Awards
There were no other grants of plan-based awards or common stock options, to other named executive officers during the years ended December 31, 2025, and December 31, 2024. 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, 2025.
Grant of Plan-Based Awards
| | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Plan Awards Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | (a) | (b) | (c) | (d) | (e) | (f) | | Executive Officer | | | | | | | Rhoniel Daguro | 306,875 | - | - | 3.18 | 4/10/33 | | Rhoniel Daguro | 111,148 | - | - | 5.48 | 6/28/33 | | Rhoniel Daguro | 5,000 | 5,000 | - | 5.35 | 6/4/35 | | Edward Sellitto | 38,888 | 11,112 | - | 8.87 | 8/15/33 | | Edward Sellitto | 7,000 | - | - | 9.25 | 12/21/33 | | Edward Sellitto | 26,250 | 18,750 | - | 5.35 | 6/4/35 | | Erick Soto | 41,666 | 58,334 | - | 6.94 | 11/29/34 | | Erick Soto | 583 | 417 | - | 5.35 | 6/4/35 |
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, 2025 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) | 51 | Director and Chief Executive Officer | | Ken Jisser | 48 | Director | | Michael L. Koehneman*(1)(2)(4) | 65 | Director | | Kunal Mehta(1)(3) | 57 | Director | | Ram Menghani | 65 | Director | | Jacqueline L. White*(1)(3) | 62 | Director |
Information With Respect to Director Nominees
| * denotes Committee Chair |
Information With Respect to Director Nominees
| (1) Audit Committee |
Information With Respect to Director Nominees
| (2) Governance Committee |
Information With Respect to Director Nominees
| (3) Compensation Committee |
Information With Respect to Director Nominees
| (4) Lead Independent Director |