T Stamp Inc
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Item 11. Executive Compensation
The following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal year ended December 31, 2024 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, 2024 and whose total compensation for the 2024 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000 (collectively referred to as the “Named Executive Officers”):
Summary Compensation Table
| Year · Salary · CashBonus · StockAward · OptionAwards · Non-EquityIncentive PlanCompensation · Non-QualifiedDeferredCompensationEarnings · All OtherCompensation · Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Gareth Genner, | 2023 | $325,000 | $— | $325,000 | (4) | $— | $— | $— | $— | $650,000 |
| Chief Executive Officer (1) | 2024 | $341,250 | $— | $170,625 | $— | $— | $— | $— | $511,875 | |
| Andrew Gowasack, | 2023 | $262,994 | $— | $262,994 | (4) | $— | $— | $— | $— | $525,988 |
| President (2) | 2024 | $276,143 | $— | $138,072 | $— | $— | $— | $— | $414,215 | |
| Andrew Scott Francis, | 2023 | $195,615 | $— | $195,615 | (4) | $— | $— | $— | $— | $391,230 |
| Chief Technical Officer (3) | 2024 | $205,396 | $— | $102,698 | $— | $— | $— | $— | $308,094 | |
| Alex Valdes, | 2023 | $195,615 | $— | $195,615 | (4) | $— | $— | $— | $— | $391,230 |
| Chief Financial Officer (3) | 2024 | $205,396 | $— | $— | $— | $— | $— | $— | $205,396 | |
(1)Mr. Genner earned the compensation shown in the table above pursuant to the terms of his employment agreement. 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 2023 was awarded to Mr. Genner in 2024 and the stock bonus earned in 2024 was awarded in 2025. 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 2023 was awarded to Mr. Gowasack in 2024 and the stock bonus earned in 2024 was awarded in 2025. 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 2023 was awarded to Mr. Francis and Mr. Valdes in 2024 and the stock bonus earned in 2024 was awarded to Mr. Francis in 2025. See “Elements of Compensation” below for information on how the amount of bonuses are determined by the Company. Mr. Valdes resigned from all positions with the Company effective January 2, 2025.
(4)Represents the value of RSUs for Class A Common Stock that were granted in 2024 as compensation for 2023 services rendered. These RSUs became fully vested on January 2, 2025.
(5)Represents the value of RSUs for Class A Common Stock that were granted in 2025 as compensation for 2024 services rendered. These RSUs will become fully vested on January 2, 2026.
Director Compensation
For the year ended December 31, 2024 the Company paid our directors as a group $234 thousand for their services as directors. There are seven directors as of December 31, 2024.
Elements of Compensation
Base Salary
For the year ended December 31, 2024, 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 granted. The Bonus must be in the form of 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 determined and issued during the following fiscal year.
Stock Awards
For the year ended December 31, 2024, we awarded 44,716 Restricted Stock Units to our named executive officers with vesting on January 2, 2025. For the year ended December 31, 2023, we awarded 13,832 Restricted Stock Units to our named executive officers with 13,832 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, 2024.
| Option Awards · Stock Awards | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Name | Numberof securitiesunderlyingunexercisedoptions (#)exercisable | Numberof securitiesunderlyingunexercisedoptions (#)unexercisable | Equityincentiveplan awards:Number ofsecuritiesunderlyingunexercisedunearnedoptions (#) | Optionexerciseprice ($) | Optionexpirationdate | Numberof shares orunits ofstock thathave notvested (#) | Marketvalue ofshares ofunits ofstock thathave notvested ($) | Equityincentiveplan awards:Number ofunearned shares,units or otherrights thathave notvested (#) | Equityincentiveplan awards:Market or payoutvalue ofunearned shares,units or otherrights thathave notvested ($) |
| Gareth Genner | — | — | — | — | — | 14,841 | $196,603 | — | — |
| Andrew Gowasack | — | — | — | — | — | 12,009 | $159,087 | — | — |
| William McClintock | — | — | — | — | — | 624 | $8,266 | — | — |
| Andrew Scott Francis | — | — | — | — | — | 8,933 | $118,338 | — | — |
| Alexander Valdes | — | — | — | — | — | 8,933 | $118,338 | — | — |
| Kristin Stafford | — | — | — | — | — | — | $— | — | — |
| Berta Pappenheim | — | — | — | — | — | — | $— | — | — |
| Charles Potts | — | — | — | — | — | 4,797 | $63,547 | — | — |
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