Michael Koehneman
authIDAbout Michael L. Koehneman
Michael L. Koehneman, age 64, has served on authID’s board since June 9, 2021 and is the Lead Independent Director. He is a career CPA and PwC executive with over 30 years of audit, advisory, operations, and human capital leadership experience, and currently also serves on the Audit Committee of Aspen Group, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Global Advisory Chief Operating Officer & Human Capital Leader | 2016–2019 | Oversight of advisory business unit performance, finance, investments, HR, acquisitions, administration |
| PricewaterhouseCoopers (PwC) | U.S. Advisory Operations Leader | 2005–2016 | Led operations for Advisory services nationally |
| PricewaterhouseCoopers (PwC) | Lead Engagement Partner – Financial Statement Audits & Internal Control/Security Reviews | 1993–2004 | Public and private company audits; deep audit and controls experience |
| authID Inc. | Director; Lead Independent Director | Since Jun 9, 2021 | Lead Independent Director; member of Audit and Governance Committees; star notation denotes committee chair role |
| Aspen Group, Inc. | Director; Audit Committee Member | Since 2020 | External public company board service; audit oversight |
External Roles
| Organization | Role | Tenure | Committee Position |
|---|---|---|---|
| Aspen Group, Inc. | Director | Since 2020 | Audit Committee member |
Board Governance
- Lead Independent Director; CEO and Chair roles are separated, with the CEO (Daguro) chairing meetings while no permanent Chair is appointed currently. This structure is cited by the board as supporting checks and balances and effective oversight.
- Committee memberships: Audit (1) and Governance (2); star notation next to his name denotes he is a committee chair; he is also identified explicitly as Lead Independent Director in the nominations slate.
- Attendance: In 2024, the board met nine times; Audit met four, Compensation met two, Governance met one. Each director attended all board and committee meetings on which they served, except one board meeting missed by one director.
- Independence: The company complies with Nasdaq independence standards; board determined four independent directors, including all Audit and Compensation Committee members and a majority of Governance Committee members.
Fixed Compensation
| Year | Role | Annual Cash Retainer ($) | Notes |
|---|---|---|---|
| 2024 | Non-employee Director (Committee chair) | 10,000 | Policy amended Aug 2024: $8,000 baseline retainer; $10,000 for committee chairs, paid quarterly |
| 2024 | Non-employee Director | 10,000 | Reported cash compensation for Koehneman in 2024 director comp table |
Performance Compensation
| Grant Date | Instrument | Shares/Options (#) | Exercise Price ($) | Vesting | Grant Value ($) | Notes |
|---|---|---|---|---|---|---|
| Aug 13, 2024 | Stock Options | 15,627 | 8.67 | 12 months | Included in annual option value | Granted to all non-employee directors under policy; vests over 12 months |
| Various (director awards) | Stock Options | 7,813 | 62.40 | Over 3 years after each Annual Meeting | — | Standard director option; staged vesting tied to election cycle |
| Various | Stock Options | 1,280 | 121.28 | As specified | — | Historical director option grant |
| Various | Stock Options | 4,371 | 24.24 | As specified | — | Historical director option grant |
| Various | Stock Options | 15,625 | 5.48 | As specified | — | Director option grant |
| 2024 (aggregate) | Stock Options | — | — | — | 113,559 | 2024 reported option award fair value for Koehneman |
- Director equity policy: Annual option awards targeting ~$117,000 value post-2024 Annual Meeting; priced at market close; grants effective shortly after Annual Meeting during open trading window.
- Equity award grant practices: Grants timed to avoid MNPI windows, with board/committee adoption of formal equity award timing policy (Apr 2024).
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Consideration |
|---|---|---|---|
| Aspen Group, Inc. | Education/EdTech | Director; Audit Committee member | Provides external audit oversight experience; no authID-related transactions disclosed |
Expertise & Qualifications
- CPA and career audit/advisory professional; brings accounting, controls, and governance depth to the board.
- Extensive executive operations leadership at PwC (COO; U.S. Advisory Operations), relevant for risk oversight and internal control governance.
- Identified as Lead Independent Director, supporting board independence and oversight efficacy.
Equity Ownership
| As of | Direct Shares | Indirect/Spousal Shares | Options – Key Tranches | Total Beneficial Ownership | Ownership % of Outstanding | Vested Options by Jul 5, 2025 |
|---|---|---|---|---|---|---|
| May 5, 2025 | 1,471 | 29 (spouse) | 7,813 @ $62.40; 1,280 @ $121.28; 4,371 @ $24.24; 15,625 @ $5.48; 15,627 @ $8.67 | 43,612 | <1% | 42,112 options will be vested by Jul 5, 2025 |
- No pledging, hedging, or related-party positions disclosed for Koehneman; family relationships among directors/officers are explicitly denied.
Governance Assessment
- Positives: Lead Independent Director and CPA/audit background enhance oversight, risk management, and financial controls; near-perfect attendance across nine board and nine committee meetings in 2024; directors adhere to formal equity grant timing policy; board complies with Nasdaq independence rules.
- Alignment: Director pay is equity-heavy (2024 $113,559 in options vs $10,000 cash), with time-based vesting, supporting longer-term alignment but without explicit performance metrics for director equity.
- Watch items/RED FLAGS: Related-party transactions exist at board level (services agreement with The Pipeline Group, led by director Ken Jisser; $994,000 paid in 2024), which necessitates sustained independent oversight from Audit/Governance; there were Section 16 late filings by “one director” and “another director” in 2024 (unnamed).
- Overall: Koehneman’s audit expertise and independent leadership are net positives for investor confidence, with strong attendance and clear independence; continued vigilance around board-level related-party arrangements and timely insider filings is prudent.