Slide 1: 2024 Notice of Annual Meeting and Proxy Statement
authID Inc. 2024 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT June 26, 2024 at 10:00 a.m. Eastern Time Virtual Meeting to be Held by Webcast
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Slide 3: Notice of Annual Meeting of Stockholders
authID Inc. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 26, 2024 The 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of authID Inc. (“authID” or the “Company”) will be held virtually by webcast, on June 26, 2024, at 10:00 a.m. Eastern Time, to consider the below proposals.
Slide 4: Important Notice Regarding the Availability of Proxy Materials
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held June 26, 2024. In addition to the copies you have received, the Proxy Statement and our 2023 Annual Report on Form 10-K to Stockholders are available at: www.investorvote/AUID. By Order o
Slide 5: Proxy Statement
PROXY STATEMENT This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of authID Inc. (“authID” or the “Company”) to be voted at the Annual Meeting of Stockholders (the “Annual Meeting”) which will be held virtually via webcast on June 26, 2024, at
Slide 6: We encourage stockholders to vote prior to the meeting
We encourage stockholders to vote prior to the meeting but if you wish to vote on the day of the meeting you will be able to vote your shares online by going to www.investorvote/AUID and please follow the instructions in “How to Vote” below and on your Proxy Card. Why are you holding a virtual meeti
Slide 7: Proposal 2 Ratification of Independent Auditors
(ii) ratification of the appointment of Cherry Bekaert LLP as the Company’s independent auditors for the fiscal year ending December 31, 2024; (iii) approval of the Authorized Share Decrease Proposal; (iv) approval and ratification of the adoption of the 2024 Plan and the authorization of 395,000 sh
Slide 8: Beneficial Owner of Shares Held in Street Name
Beneficial Owner of Shares Held in Street Name If on May 3, 2024, your shares were held in an account at a brokerage firm, bank, broker-dealer, or other nominee holder, then you are considered the beneficial owner of shares held in “street name,” and the Notice of Annual Meeting & Proxy statement wa
Slide 9: Brokers holding shares of record for customers
Brokers holding shares of record for customers generally are not entitled to vote on “non-routine” matters, unless they receive voting instructions from their customers (see What happens if I do not give specific voting instructions). As used herein, “uninstructed shares” means shares held by a brok
Slide 10: We will deliver promptly upon written or oral request
We will deliver promptly upon written or oral request a separate copy of the Company’s Notice of Internet Availability, Annual Report on Form 10-K for the fiscal year ending December 31, 2023 or this Proxy Statement, as applicable. If you share an address with at least one other stockholder, current
Slide 11: Includes Shares of Common Stock and Stock Options
(4) Includes (i) 66,423 shares of common stock, (ii) a stock option to acquire 12,500 shares of common stock at an exercise price of $2.64 per share which vest over a three-year period after each Annual Meeting subject to continued service, and (iii) a stock option to acquire 3,125 shares of common
Slide 12: 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: 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 Dire
Slide 13: Ken Jisser
Ken Jisser Mr. Jisser joined authID on March 9, 2023. He is the Founder & CEO of The Pipeline Group, Inc., a technology-enabled services company that aims to deliver business results for companies looking to build predictable and profitable pipeline. Mr. Jisser founded the company in his garage in 2
Slide 14: Board biography
significantly higher NPS scores, and the development of a podcast with some of the best operators in the software industry. From September 2018 to March 2019, Mr. Mehta worked at Druva, a private equity backed portfolio company as VP of Sales Strategy and Operations. Mr. Mehta was originally recruit
Slide 15: Governance Committee
Governance Committee The Governance Committee is responsible for considering potential Board members, nominating Directors for election to the Board, implementing the Company’s corporate governance policies, recommending compensation for the Board and for all other purposes outlined in the Governanc
Slide 16: Board Diversity Matrix
(the “NASDAQ Listing Rules”) objective for listed companies to have at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an underrepresented minority or LGBTQ+. The chart below provides certain information regarding the diversity of the Bo
Slide 17: Involvement in Certain Legal Proceedings
Involvement in Certain Legal Proceedings To our knowledge, during the last ten years, none of our directors and executive officers has: • Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or
Slide 18: 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 Cash Compensation Option Awards Total ($) ($) ($) Joe Trelin 26,500 73,000 99,500 Former Chairman of the Board Michael Koehn
Slide 19: Director compensation policy
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 nu
Slide 20: Executive Compensation
EXECUTIVE COMPENSATION Executive Compensation The below table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to (i) all individuals serving as the Company’s principal executive officers or acting in a similar capacity during the last two completed
Slide 21: Executive compensation discussion
three times the annual revenue of 2021. The Compensation Committee approved a bonus of $75,000 for 2021 on January 25, 2022. Additionally, Mr. Thimot was granted an option to acquire 150,000 shares of common stock at an exercise price of $62.40 per share for a term of ten years of which half of the
Slide 22: Recovery of Erroneously Awarded Compensation
(5) Ms. Pham was hired as Chief Financial Officer on April 25, 2022 and commenced employment on June 20, 2022. Ms. Pham and the Company entered an Offer Letter pursuant to which Ms. Pham received a signing bonus of $25,000 and will earn an annual salary of $275,000 with a bonus target at 40% of the
Slide 23: Outstanding Equity Awards to Executive Officers
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. Plan Awards Number of Number of Number of Securities Securities Securities Underlying Underlying Underlyi
Slide 24: Separation agreement and release
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. Mr. Thimot, th
Slide 25: Retention agreement and related transactions
of which half of the options vest monthly over four years and the balance is subject to certain performance vesting requirements. The aggregate grant date fair market value of Ms. Pham’s stock options was $722,750. On May 11, 2023, the Company and Ms. Annie Pham, the CFO of the Company, entered a Re
Slide 26: Facility Agreement and board nomination rights
such nominee for election to our board of directors. On April 18, 2022, Joseph Trelin, as Garchik’s designee under the Original Facility Agreement, was appointed as a member of the Board of Directors of the Company. By virtue of such right of nomination Mr. Garchik considered himself a “director by
Slide 27: Chief Financial Officer compensation
Ms. Pham was hired as Chief Financial Officer on April 25, 2022 and commenced employment on June 20, 2022. Ms. Pham and the Company entered an Offer Letter pursuant to which Ms. Pham received a signing bonus of $25,000 and earned an annual salary of $275,000 with a bonus target at 40% of the base sa
Slide 28: Chief Executive Officer bonus and stock options
claw backs (“Bookings”) up to an aggregate of $5,000,000 in Bookings. Mr. Daguro has earned a bonus of $225,000 in 2023 for non-equity incentive compensation based on Bookings in 2023. For subsequent years, Mr. Daguro and the Compensation Committee of the Board will mutually agree as to the performa
Slide 29: Director resignations and option grants
In March 2023 Mr. Broenniman, Mr. Gorriz, Mr. Kumnick. Ms. Patel and Mr. Thimot resigned as directors of the Company. Upon their resignation 6,327 of Mr. Broenniman’s options and 19,278 of Mr. Kumnick’s options previously awarded to them for service as non-management directors were cancelled by agre
Slide 30: Proposal for Election of Seven Directors
ACTIONS TO BE TAKEN AT THE MEETING PROPOSAL NO. 1 PROPOSAL FOR ELECTION OF SEVEN DIRECTORS At this year’s Annual Meeting, the Board of Directors proposes that the nominees listed below be elected to hold office until the next annual meeting of stockholders and until their successors are duly elected
Slide 31: Director qualifications
Mr. Jisser has over 20 years of management, entrepreneurial and sales experience in the technology industry. This experience provides our Board of Directors with a valuable perspective regarding management, operations, sales and strategy. Michael L. Koehneman Mr. Koehneman joined our company as a Di
Slide 32: Michael C. Thompson
Mr. Szoke’s business management experience, his engineering knowledge, his knowledge of the Company and the identity verification and authentication industry, and his experience in developing strategy and strategic alliances provides our Board of Directors with valuable insight and experience. Micha
Slide 33: Proposal 2 Ratification of the Appointment of Independent Auditors
PROPOSAL NO. 2 RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS The aggregate fees incurred for each of the last two years for professional services rendered by Cherry Bekaert LLP, the independent registered public accounting firm (PCAOB ID 00677) or the audit of the Company’s annual financia
Slide 34: Proposal 3 Amendment to Certificate of Incorporation
PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO DECREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 250,000,000 TO 150,000,000 The Board of Directors has approved and is requesting stockholder approval to amend the Amended and R
Slide 35: Vote Required
Vote Required The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on the matter either in person or by proxy is required to approve the Certificate of Amendment to effectuate the Authorized Share Decrease. Abstentions and broker non-votes
Slide 36: Proposal 4 2024 Equity Incentive Plan
PROPOSAL NO. 4 APPROVAL AND RATIFICATION OF THE ADOPTION OF THE 2024 EQUITY INCENTIVE PLAN AND THE AUTHORIZATION OF 395,000 SHARES OF COMMON STOCK FOR ISSUANCE UNDER THE 2024 EQUITY INCENTIVE PLAN At the Annual Meeting, the Company’s stockholders are being asked to approve and ratify the adoption of
Slide 37: Eligibility Under the 2024 Plan
Eligibility Under the 2024 Plan, equity grants may be granted to employees, officers, directors or consultants of the Company, as provided in the 2024 Plan. As of [April 20], 2024, approximately 32 employees (including three executive officers), five non-employee board members and 7 consultants are
Slide 38: Restrictions on Resale
Restrictions on Resale Certain officers and directors of the Company may be deemed to be “affiliates” of the Company as that term is defined under the Securities Act. The common stock acquired under the 2024 Incentive Plan may be reoffered or resold only pursuant to an effective registration stateme
Slide 39: Proposal 5 Advisory Vote on Executive Compensation
PROPOSAL NO. 5 NON-BINDING, ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires the Company’s stockholders to have the opportunity to cast a non-binding, advisory vote to approve of th
Slide 40: Proposal 6 Say-on-Frequency
PROPOSAL 6 TO VOTE, ON AN ADVISORY BASIS, THE PREFERRED FREQUENCY OF STOCKHOLDER ADVISORY VOTES ON EXECUTIVE COMPENSATION, REFERRED TO AS “SAY-ON-FREQUENCY” Section 14A of the Securities Exchange Act also provides that stockholders must be given the opportunity to vote, on a non-binding, advisory ba
Slide 41: Other Matters
OTHER MATTERS The Board of Directors knows of no other business which will be presented at the Annual Meeting. If any other matters properly come before the meeting, the persons named in the enclosed Proxy, or their substitutes, will vote the shares represented thereby in accordance with their judgm
Slide 42: Proxy Solicitation Costs
Proxy Solicitation Costs The proxies being solicited hereby are being solicited by the Company. The Company will bear the entire cost of solicitation of proxies including preparation, assembly, printing and mailing of the Proxy Statement, the Proxy card and establishment of the Internet site hosting
Slide 43: Exhibit A B and C
Exhibit A — Form of Certificate of Amendment to the Articles of Incorporation, as amended Exhibit B — 2024 Equity Incentive Plan Exhibit C — Form of Proxy Card
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Slide 45: Certificate of Amendment
Exhibit A CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF AUTHID INC. authID Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that: FIRST: The name of the Corporation is authID Inc. The Co
Slide 46: Preferred Stock
B. PREFERRED STOCK 1. The Board of Directors or any authorized committee thereof is expressly authorized, to the fullest extent permitted by law, to provide by resolution or resolutions for the issuance of the authorized but unissued shares of Preferred Stock in one or more series of such stock. 2.
Slide 47: In Witness Whereof
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by a duly authorized officer of the Corporation, on __________ __, 2024. AUTHID INC. By: Name: Rhoniel A. Daguro Title: Chief Executive Officer A-3
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Slide 49: 2024 Equity Incentive Plan
Exhibit B AUTHID INC. 2024 EQUITY INCENTIVE PLAN This AUTHID INC. 2024 Equity Incentive Plan (the “Plan”) is designed to retain directors, executives and selected employees and consultants and reward them for making major contributions to the success of the Company. These objectives are accomplished
Slide 50: Definitions and Administration
(n) “Securities Act” — The Securities Act of 1933, as amended from time to time. (o) “Stock” — Authorized and issued or unissued shares of common stock of the Company. (p) “Stock Award” — A Grant made under the Plan in Stock, denominated in units of Stock or denominated in some other method reflecti
Slide 51: Cancellation and Rescission of Grants
(e) Cancellation and Rescission of Grants. Unless an agreement with a Participant specifies otherwise, the Board or Committee, as applicable, may cancel any unexpired, unpaid, or deferred Grants at any time if the Participant is not in compliance with all other applicable provisions of their agreeme
Slide 52: Exercise Price
(b) Exercise Price: Each Option shall state the exercise price, which shall be determined as follows: (i) Any Incentive Stock Option granted to a person who at the time the Option is granted owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%
Slide 53: Exercisable after Ten Years
exercisable after the expiration of ten (10) years from the date it is granted, and no Incentive Stock Option granted to a Ten Percent Holder shall, by its terms, be exercisable after the expiration of five (5) years from the date of the Option. Unless otherwise specified by the Board or the Committ
Slide 54: Recapitalization; Reorganization
(j) Recapitalization; Reorganization: (i) Subject to any required action of shareholders, the number of shares of Stock covered by each outstanding Option, and the exercise price per share thereof set forth in each such Option, shall be proportionately adjusted for any increase or decrease in the nu
Slide 55: Modification, Acceleration, Extension, and Renewal of Options
(l) Modification, Acceleration, Extension, and Renewal of Options: Subject to the terms and conditions and within the limitations of the Plan, the Board may modify an Option, or, once an Option is exercisable, accelerate the rate at which it may be exercised, and may extend or renew outstanding Opti
Slide 56: Company Performance and Fair Market Value
of Company performance. Such Awards may be based on Fair Market Value or other specified valuation. All Stock Awards will be made pursuant to the execution of a Stock Award Agreement pursuant to forms which shall be approved by the Board from time to time. (ii) Restricted Stock Purchase Offer. A Gra
Slide 57: Death or Disability of a Participant
be set forth in the applicable Grant Agreement, subject to earlier cancellation pursuant to Section 9 or at such time as the Board or Committee shall deem the continuation of all or any part of the Participant’s Grants are not in the Company’s best interest. (iii) Death or Disability of a Participan
Slide 58: Purchase Offer
Purchase Offer outstanding as of the date thereof without the written consent of the Participant thereunder. No Grant may be issued while the Plan is suspended or after it is terminated, but the rights and obligations under any Grant issued while the Plan is in effect shall not be impaired by suspen
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