Thomas Szoke
authIDAbout Thomas Szoke
Thomas R. Szoke is authID’s co-founder and Chief Technology Officer (CTO) and a Director. He rejoined the Board on March 9, 2023 and became CTO on April 12, 2023; he is 60 years old . Szoke has 35+ years in identity/security and SaaS, with several U.S. and international patents, and led development of authID’s multifactor out-of-band identity and transaction authentication platform . His incentive plan emphasizes bookings-based milestones rather than TSR or EBITDA, with bonuses tied to signed contract value increments; no explicit TSR, revenue growth, or EBITDA performance metrics are disclosed for his pay program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| authID (formerly Ipsidy) | Director; Chief Solutions Architect; other executive roles | 2013–2021 | Led product and market expansion via technology innovation and partnerships . |
| authID | Director | Mar 2023–present | Governance and oversight during restructuring and financing . |
| authID | Chief Technology Officer | Apr 2023–present | Drives product strategy and technical execution; bookings-tied incentive plan . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Innovation in Motion, Inc. | Chief Operating Officer | Prior to authID founding | Operations leadership; product line development . |
| Motorola, Inc. | Sales and management roles | ~20 years | Large-enterprise sales/operations experience; device/security domain expertise . |
Fixed Compensation
| Year | Base Salary ($) | Sign-on/Other Cash ($) | Notes |
|---|---|---|---|
| 2023 | 250,000 | 20,833 (signing bonus) | CTO offer: initial salary $250k; $20,833 sign-on . |
| 2023 (reported) | 188,490 | — | As disclosed in Summary Compensation Table for 2023 NEOs . |
| 2024 | 250,000 | — | Offer letter terms continued; base not explicitly restated beyond plan . |
- Employment is at-will; may be terminated at any time .
Performance Compensation
| Metric | Target/Structure | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|
| Bookings (total contract value less clawbacks) | Annual target bonus “up to $200,000”; for period ending Mar 31, 2024: $40,000 payable per $1,000,000 bookings up to $5,000,000; later years’ targets to be set with Comp Committee . | 2023 bookings achieved; 2024 bookings achieved | 2023: 120,000; 2024: 160,000 | Cash bonus; paid based on milestone attainment . |
- Clawback policy adopted Oct 6, 2023 under Nasdaq Rule 5608 for recovery of erroneously awarded incentive comp following an accounting restatement .
Equity Ownership & Alignment
| As of Date | Beneficial Ownership (Shares) | % Outstanding | Components and Status |
|---|---|---|---|
| May 3, 2024 | 138,044 | 1.5% | 45,625 direct; 12,500 spouse; options: 41,667 @ $108; 4,166 @ $57.60; 12,500 @ $2.64 (perf/service vesting); 50,000 @ $5.48 (perf/service vesting); 5,000 @ $9.25 (12-month vest); 79,919 options vested by July 2, 2024 . |
| May 5, 2025 | 134,382 | 1.0% | 15,518 direct; 12,500 spouse; same option grants; 106,364 options vested by July 5, 2025 . |
Outstanding Executive Equity Awards (as of Dec 31, 2023):
| Grant | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Option | 41,667 | — | 108.00 | 9/25/2025 . |
| Option | 4,167 | — | 57.60 | 5/5/2031 . |
| Option | 4,513 | 7,987 | 2.64 | 3/14/2033 . |
| Option | 18,052 | 31,948 | 5.48 | 6/28/2033 . |
| Option | — | 5,000 | 9.25 | 12/21/2033 . |
Equity Grant History and Terms:
- Original grant of 12,500 options (amended to performance/service vesting); additional 50,000 options @ $5.48 (10-year term, performance/service vesting); 5,000 options @ $9.25 (12-month service vesting) with aggregate grant-date fair value $182,000 plus $39,145 for the 5,000-shares grant .
- Historical pledge: in 2017, Szoke pledged 2,500,000 authID (Ipsidy) shares as collateral for a $100,000 personal loan due Jan 11, 2019 (historic red flag on pledging; current pledge status not disclosed) .
Employment Terms
- Offer letter: CTO engaged Apr 12, 2023 with $250,000 base, $20,833 signing bonus, and annual target bonus up to $200,000 on bookings milestones (e.g., $40,000 per $1,000,000 bookings up to $5,000,000 for the period ending Mar 31, 2024; future targets to be set with Compensation Committee) .
- Executive Retention Agreement: Upon “termination upon a change of control or an involuntary termination,” severance equals 100% of base salary, actual bonus earned but unpaid for the prior year and any earned but unpaid bonus prior to termination; COBRA reimbursement for up to 12 months or until new coverage/COBRA ends; and accelerated vesting on equity awards upon such termination events . Employment is at-will .
- Clawback: Company policy (Nasdaq 5608) for recovery of erroneously awarded incentive-based compensation post restatement .
- Non-compete/Non-solicit: Not disclosed in available filings.
Fixed Compensation
| Year | Cash Compensation Detail |
|---|---|
| 2023 NEO disclosure: Salary $188,490; Bonus $140,833; Option Awards $221,145; All Other $5,234; Total $555,702 . |
Performance Compensation
| Component | Plan Design | Actuals |
|---|---|---|
| Annual Cash Bonus | Bookings-based milestones (see above); target up to $200k; targets negotiated annually . | 2023: $120,000; 2024: $160,000 paid . |
| Equity (Options) | Mix of legacy high-strike options and new performance/service-vested grants; 10-year terms typical . | Vested options increased to 106,364 by Jul 5, 2025 . |
Compensation Structure Analysis
- Shift toward performance/service-vested options (June/Dec 2023 awards) versus legacy high-strike options; aligns equity pay to execution milestones, though specifics of performance criteria beyond bookings are limited in disclosures .
- Cash bonuses are formulaic on bookings milestones, demonstrating pay-for-commercial-execution; 2023–2024 payouts reflect achieved bookings .
- Clawback policy implemented (Oct 2023) improves governance around incentive outcomes .
- Severance/change-of-control appears to provide payout upon termination at change-of-control or involuntary termination, plus accelerated vesting—structure suggests potential single-trigger risk at CoC if termination occurs contemporaneously; exact triggers beyond phrases used are not fully detailed .
Equity Ownership & Alignment
- Ownership of ~1.0–1.5% across 2024–2025 indicates meaningful, though not controlling, stake; presence of legacy high-strike options (e.g., $108, $57.60) reduces near-term in-the-money pressure; newer grants at $2.64, $5.48, $9.25 create alignment with operational milestones and stock performance .
- Historical pledging of shares (2017) is a governance red flag; current pledging/hedging policies or compliance are not disclosed in recent proxies .
Track Record, Value Creation, and Execution Risk
- Achievements: Led design/development of core identity/authentication products and built strategic partnerships; patent portfolio supports differentiation .
- 2023–2024 restructuring: AuthID executed financing (A&R Facility; initial $900k draw) and board refresh with Szoke appointed, signaling investor-supported turnaround; targets emphasize bookings growth .
- Risks: Reliance on bookings (sales execution) for bonuses may drive near-term focus; severance/equity acceleration at change-of-control introduces event-driven payouts; prior share pledging history elevates monitoring needs .
Board Governance
- Director; not designated as committee chair/member in 2024/2025 proxies; committees chaired by other directors (Audit, Compensation, Governance) .
- Board held 9 meetings in 2024; committees met regularly; independence requirements maintained; Szoke is not independent (executive) .
Related Party Transactions
- No Szoke-specific related-party transactions disclosed in 2023–2025 proxies. Note: The Pipeline Group (TPG) services with director Ken Jisser (founder/CEO) total ~$994,000 in 2024 under amended agreement; governance oversight noted, but not directly linked to Szoke .
Say-on-Pay & Shareholder Feedback
- 2024 proxy included say-on-pay and say-on-frequency proposals; board recommended three-year frequency; specific vote outcomes for say-on-pay are not disclosed in the provided documents .
Expertise & Qualifications
- Deep technical and product leadership in identity, with patents and long-tenured industry experience; prior roles at Motorola and Innovation in Motion; co-founder perspective supports continuity and product vision .
Employment & Contracts Summary
| Clause | Disclosure |
|---|---|
| At-will employment | Yes . |
| Severance (CoC or involuntary termination) | 100% base salary + earned unpaid bonus (prior year and accrued) + COBRA up to 12 months; equity vesting acceleration on termination upon CoC or involuntary termination . |
| Clawback | Nasdaq-compliant policy adopted Oct 6, 2023 . |
| Non-compete / Non-solicit / Garden leave | Not disclosed. |
Investment Implications
- Alignment: Bookings-tied cash bonuses and performance/service-vested options link pay to commercial execution; clawback adds discipline .
- Retention risk: Severance and CoC protections mitigate departure risk; equity acceleration could be costly in a sale if vesting accelerates widely .
- Selling pressure: Vested options increased to ~106k by mid-2025; many legacy grants are far out-of-the-money (e.g., $108, $57.60), limiting immediate exercise-driven selling; newer, lower-strike grants may become exercisable/in-the-money with performance .
- Governance red flags to monitor: Historical share pledging (2017) and event-trigger acceleration; ensure current pledging/hedging policies and compliance are clarified; oversight around related-party arrangements remains important (TPG) though not tied to Szoke .
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