authID Inc
For the period ended Sep 30, 2024. Filed Nov 7, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 7, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 5. Other Information
Compensation for Non-employee Directors.
In August 2024, the Board adopted a new policy on compensation for non-employee directors, which is summarized as follows
Each non-employee director will receive:
| ● | Total annual compensation equal to $125,000, payable in cash and equity. |
| ● | Annual cash compensation of $8,000, or $10,000 if they are a committee chair, payable quarterly in arrear. |
| ● | Annual equity compensation of $117,000 by way of an option grant to purchase common stock. The number of shares which will be the subject of each grant shall be determined by reference to the Black Scholes value of the grant based on the closing price of the common stock, as reported by the NASDAQ Stock Market (or such other principal securities exchange or market system on which the common stock is then listed,) on the date of the Annual Meeting, at which the director is re-elected by the stockholders to serve on the Board. Each stock option shall be a non-qualified stock option with a term of 10 years and shall become fully vested on the first anniversary of the grant date, with equal monthly vesting over a 12 month period, provided that such non-employee director remains as a director of the Company during such 12 month period. Each such option shall have an exercise price equal to the closing price of the common stock, as reported by the NASDAQ Stock Market, on the grant date. The grant date may be deferred in accordance with the Company’s Policy on Granting Equity Awards, if the Annual Meeting is held during a closed trading window. |
In accordance with this new policy, each non-employee director received an option grant of 15,627 shares, on August 13, 2024, at an exercise price of $8.67, which was equal to the closing price of the common stock on the NASDAQ Stock Market on that day.
Appointment of Mr. Soto.
On September 23, 2024, Mr. Erick Soto was hired as Chief Product Officer of the Company in consideration of an initial annual salary of $325,000. Mr. Soto and the CEO will mutually agree as to the performance targets for Mr. Soto to earn an annual bonus of up to 20% of his annual base salary. Additionally, the Company agreed to provide Mr. Soto with a grant of options to purchase 100,000 shares of common stock, for a period of ten years, vesting monthly over 36 months, subject to continued service. The grant date has been deferred in accordance with the Company’s Policy on Granting Equity Awards, until after the announcement of the Company’s results for the period ended September 30, 2024.
The Company also entered an Executive Retention Agreement with Mr. Soto, pursuant to which the Company agreed to provide specified severance 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 12 months of his base salary. In the event of a termination upon a change of control the Company agreed to accelerate the vesting of his equity awards. Further upon termination upon a change of control or an involuntary termination, the exercise period of Mr. Soto’s stock options shall be extended so as to expire the lesser of four years after the date of termination, or the expiration of the relevant options. The Company also entered a standard Director and Officer Indemnification Agreement with Mr. Soto.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.