T Stamp Inc

The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December 31, 2023 and 2022 by (i) our principal executive officer and (ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers as of December 31, 2023 and whose total compensation for the 2023 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000 (collectively referred to as the “Named Executive Officers”):

Summary Compensation Table

(1)Mr. Genner earned the compensation shown in the table above pursuant to the terms of his employment agreement, filed as Exhibit 10.2 to this report. Pursuant to Mr. Genner’s employment agreement, he is entitled to an annual bonus (as described under “Elements of Compensation – Bonus” further below). The stock bonus earned in 2022 was awarded to Mr. Genner in 2023 and the stock bonus earned in 2023 was awarded in 2024. See “Elements of Compensation” below for information on how the amount of bonuses are determined by the Company.

(2)Mr. Gowasack earned the compensation shown in the table above pursuant to the terms of his employment agreement. Pursuant to Mr. Gowasack’s employment agreement, he is entitled to an annual bonus (as described under “Elements of Compensation – Bonus” further below). The stock bonus earned in 2022 was awarded to Mr. Gowasack in 2023 and the stock bonus earned in 2023 was awarded in 2024. See “Elements of Compensation” below for information on how the amount of bonuses are determined by the Company.

(3)Mr. Francis and Mr. Valdes earned the compensation shown in the table above pursuant to the terms of their employment agreement. Pursuant to Mr. Francis's and Valdes's employment agreement, they are entitled to an annual bonus (as described under “Elements of Compensation – Bonus” further below). The stock bonus earned in 2022 was awarded to Mr. Francis and Mr. Valdes in 2023 and the stock bonus earned in 2023 was awarded in 2024. See “Elements of Compensation” below for information on how the amount of bonuses are determined by the Company.

(4)Represents the value of RSUs for Class A Common Stock that were granted in 2023 as compensation for 2022 services rendered. These RSUs will become fully vested on January 2, 2024.

Director Compensation

For the year ended December 31, 2023 the Company paid our directors as a group $180 thousand for their services as directors. There are seven directors as of December 31, 2023.

Elements of Compensation

Base Salary

For the year ended December 31, 2023, Messrs. Genner, Gowasack, Francis and Valdes received a fixed base salary in an amount determined in accordance with their employment agreements with the Company. Factors influencing the salary of each of these individuals include:

•The nature, responsibilities and duties of the officer’s position;

•The officer’s expertise, demonstrated leadership ability and prior performance;

•The officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation; and

•The competitiveness of the market for the officer’s services.

Bonus

Each executive officer that has an employment agreement with the Company is entitled to receive an annual bonus of not less than 50% nor more than 100% of such officer’s Base Salary (the “Bonus”) in accordance with and based on achievement of criteria established from year to year by the Board of Directors of the Company, provided that such officer is employed as of the date the Bonus is paid. The Bonus may be in the form of cash or stock awards (i.e. a number of shares of the Company’s capital stock with a cash value equal to 50% to 100% of the officer’s Base Salary). Bonuses for services in a particular fiscal year are generally determined and issued during the following fiscal year.

Stock Awards

For the year ended December 31, 2023, we awarded 207,463 Restricted Stock Units to our named executive officers with vesting on January 2, 2024. For the year ended December 31, 2022, we awarded 119,743 Restricted Stock Units to our named executive officers with 109,724 vesting on January 2, 2023 and 10,019 vesting on January 2, 2024.

Equity Incentive Plans

As of the date of this report, the Company does not have a formal equity incentive plan pursuant to which it can issue awards.

Outstanding Equity Awards at Fiscal Year End

The following table summarizes the number of shares of Class A Common Stock underlying outstanding equity awards for each named executive officer and director as of December 31, 2023.