Nicholas Shevelyov
authIDAbout Nicholas Shevelyov
Nicholas Shevelyov (age 52) is a cybersecurity executive with ~30 years of experience, formerly Chief Security & Privacy Officer and later CIO at Silicon Valley Bank (2007–2021). He is the founder and CEO of vCSO.ai, published “Cyber War…and Peace” in 2021, and serves on the Bay Area CSO Council and Cofense boards; education includes a BA in Economics (San Francisco State University) and an MBA (University of San Francisco) . He is a 2025 director nominee at authID Inc. (AUID); tenure, independence designation, and committee assignments for him are not specified prior to election .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Valley Bank | Chief Security & Privacy Officer; later Chief Information Officer | 2007–2021 | Led cybersecurity strategy, cloud transformation, modern software delivery |
| vCSO.ai | Founder & CEO | 2021–present | Advisory mandates for Group 42, Audubon Society, and cybersecurity product firms |
| Industry collaborations | Early design partner | Various | Early design partner to Palo Alto Networks, Zscaler, FireEye |
| Author | Author of “Cyber War…and Peace” | 2021 | Thought leadership in cybersecurity strategy |
External Roles
| Organization | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| Bay Area CSO Council | Board member | Private/non-profit | Not disclosed | Industry council governance role |
| Cofense | Board member | Private | Not disclosed | Cybersecurity company board involvement |
| vCSO.ai | CEO | Private | 2021–present | Cybersecurity advisory; client engagements noted |
Board Governance
- Board composition and leadership: The CEO chairs meetings pending appointment of a permanent Chair; Michael L. Koehneman is Lead Independent Director .
- Committees: Audit, Compensation, Governance; Audit Committee has an SEC-defined “financial expert” as chair; 2024 meetings held—Audit (4), Compensation (2), Governance (1); Board met nine times in 2024, with full attendance except one director missing one meeting .
- Independence: The Board determined four independent directors, covering all members of the Audit and Compensation Committees and a majority of Governance; Nasdaq and Rule 10A‑3 criteria applied .
- Shevelyov-specific: Listed as a 2025 nominee; no committee assignments or independence designation stated pre‑election .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $8,000 | Paid quarterly; amended August 2024 |
| Committee chair cash retainer | $10,000 | Paid quarterly |
| Meeting fees | Not disclosed | No per‑meeting fees disclosed |
2024 actual cash paid to sitting directors: M. Koehneman $10,000, J. White $10,000, M. Thompson $8,000, K. Jisser $8,000, K. Mehta $6,151 .
No 2024 compensation disclosed for Shevelyov (he is a 2025 nominee) .
Performance Compensation
| Instrument | Reference Value | Strike/Terms | Vesting | Notes |
|---|---|---|---|---|
| Annual option grant (non-employee directors) | ~$117,000 value | Strike = market close on grant date | Typically 12 months for annual grants | Policy effective post‑AGM election |
| 8/13/2024 director options (illustrative) | 15,627 options per director | $8.67 | Vests over 12 months | Granted to Koehneman, Thompson, Jisser, Mehta, White |
| 5/20/2024 Mehta initial grant (illustrative) | 13,282 options | $7.78 | 12,500 vest annually over 3 years; 782 vest monthly over 3 months | Example of initial appointment grant |
No specific equity grant for Shevelyov is disclosed prior to the June 26, 2025 AGM. Under the Equity Award Policy, director grants occur within three business days post‑AGM in an open trading window at market closing price .
Other Directorships & Interlocks
| Company | Relationship | Notes |
|---|---|---|
| Bay Area CSO Council | Board member | Industry council role, not a public company board |
| Cofense | Board member | Private cybersecurity company; no AUID transaction disclosed |
No public company directorships or interlocks involving competitors/suppliers/customers of authID are disclosed for Shevelyov .
Expertise & Qualifications
- Cybersecurity strategy, cloud transformation, and modern software delivery; executive experience across CSO/CIO roles .
- Networked with leading cybersecurity vendors (Palo Alto Networks, Zscaler, FireEye), indicating domain connectivity that can aid partnerships .
- Formal credentials: BA Economics (SFSU), MBA (USF), published cybersecurity author .
Equity Ownership
| Holder | Shares Owned | Options/Warrants | % Outstanding |
|---|---|---|---|
| Nicholas Shevelyov | Not disclosed | Not disclosed | Not disclosed |
The beneficial ownership table as of May 5, 2025 lists officers and directors but does not include Shevelyov (a 2025 nominee), so no holdings are reported for him .
Governance Assessment
- Committee assignments and effectiveness: Audit and Compensation committees comprised of independent directors, with an Audit Committee financial expert serving as chair—supports oversight rigor .
- Independence and attendance: Board reported strong attendance in 2024 with only one missed Board meeting; four directors deemed independent under Nasdaq standards—positive for governance quality .
- Compensation alignment: Non‑employee director pay is modest in cash ($8k; $10k for chairs) with equity options priced at market and standard vesting, aligning director incentives with shareholder outcomes; no performance metrics are tied to director pay (typical for micro/small-caps), but equity exposure supports alignment .
- Potential conflicts/related party exposure (Board-level context):
- The Pipeline Group (TPG) related‑party transaction—authID paid $994,000 in 2024 to TPG, a firm founded and led by director Ken Jisser; active contract through June 2025 at $70,000/month—this is a governance sensitivity and should be monitored for arm’s‑length terms and committee oversight (RED FLAG potential) .
- Family employment: The CEO’s brother, Dale Daguro, is VP Sales and earned ~$255,000 in 2024—disclosed related party employment arrangement (monitor for merit‑based performance and fair pay) .
- Compliance signals: Two late Section 16 filings in 2024 (one Form 3 late; another director filed two Forms 4 late)—a minor control lapse but acknowledged in disclosures .
- Shevelyov-specific signals: No disclosed conflicts, related‑party transactions, or equity ownership; cybersecurity expertise is accretive to authID’s identity-focused business and risk oversight mandate .
Lead Independent Director: Michael L. Koehneman; CEO chairs director meetings pending permanent Chair appointment, which underscores the importance of robust independent committee leadership .
RED FLAGS
- Related‑party spending with TPG ($994k in 2024; $70k/month current term), led by sitting director Ken Jisser—requires continuous audit and governance oversight to assure arm’s‑length economics and performance accountability .
- Late Section 16 filings by two directors in 2024—minor but suggests tightening compliance processes .
Notes on Independence, Attendance, and Engagement (Shevelyov)
- Independence: The proxy applies Nasdaq independence criteria and identifies a set of independent directors, but does not explicitly designate Shevelyov’s independence prior to election .
- Attendance/Engagement: No 2024 attendance data for Shevelyov (not a sitting director); Board and committees displayed active cadence in 2024 .
Director Compensation Snapshot (Board Context)
| Director | Year | Cash Compensation ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Michael Koehneman | 2024 | 10,000 | 113,559 | 123,559 |
| Jacqueline White | 2024 | 10,000 | 113,559 | 123,559 |
| Michael Thompson | 2024 | 8,000 | 113,559 | 121,559 |
| Ken Jisser | 2024 | 8,000 | 113,559 | 121,559 |
| Kunal Mehta | 2024 | 6,151 | 200,968 | 207,119 |
Shevelyov compensation is not disclosed for 2024; as a 2025 nominee, his compensation would be determined following election under the amended director policy .
Related Party Transactions (Board Context)
| Counterparty | Relationship | 2024 Amount | Terms |
|---|---|---|---|
| The Pipeline Group (TPG) | Founded/led by director Ken Jisser | $994,000 | Outsourced sales; $70,000/month; amendments on 10/25/2023, 12/19/2023, 8/26/2024; current term through June 2025 |
| Dale Daguro | Brother of CEO Rhon Daguro | ~$255,000 base + commission (2024) | At‑will employment; compensation commensurate with similar seniority |
Equity Ownership (Board Context Highlights)
| Holder | Shares Owned | Options/Warrants | % Outstanding |
|---|---|---|---|
| Stephen J. Garchik | 1,456,808 | 10,417 warrant (2019 Trust) | 11.2% |
| Philip Broenniman (+ VCFLP) | 664,866 | 69,445 options @ $16.80; 47,917 options @ $57.60 (perf. not met as of 3/10/25); 1,094 warrants @ $21.12 | 5.1% |
Officers/directors aggregate: 956,463 shares (7.2%); total officers, directors, and 5% holders: 3,078,137 (23.5%) as of May 5, 2025 .
Governance Implications for Investors
- Cybersecurity depth: Shevelyov’s background strengthens board oversight of information security and product roadmaps in identity verification, potentially improving risk oversight and strategic partnerships .
- Monitor RPTs and compliance: The TPG arrangement and prior late Section 16 filings warrant continued scrutiny by Audit and Governance Committees to sustain investor confidence .
- Alignment: Director equity grants priced at market with standard vesting, low cash retainers, and independent-led committees support pay-for-governance alignment; confirm post‑AGM grants for Shevelyov per policy .
AGM date: June 26, 2025 (virtual); proxy proposals include director election, auditor ratification, and additional shares for the 2024 Equity Incentive Plan .