Cameron Williams
BIO KEY INTERNATIONALAbout Cameron E. Williams
Cameron E. Williams (age 78) has served as an independent director of BIO-key International (BKYI) since June 2, 2023. He brings 40+ years of financial and executive management experience, currently as principal of CEW Advisory Services (since 2014), with prior roles including founder of CEW Solutions, COO of Asta Funding, Inc. (2007–2009), President of Popular Financial Holdings (1998–2007), and earlier financial management positions at Security Pacific and BankAmerica affiliates. He earned a Bachelor’s in Accounting and completed graduate coursework at San Diego State University . He is classified by the board as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Asta Funding, Inc. (Nasdaq: ASFI, historical) | Chief Operating Officer | 2007–2009 | Sourced and analyzed distressed consumer assets |
| Popular Financial Holdings (affiliate of Popular, Inc.) | President | 1998–2007 | Led consumer finance operations of a $36B banking org |
| CEW Solutions | Founder | Prior to 2014 | Fraud investigation services for insurers, law firms, TPAs |
| CEW Advisory Services | Principal | 2014–Present | Strategic planning consulting to consumer lending industry |
| Security Pacific/BankAmerica affiliates | Financial management roles | Early career | Financial management positions in consumer finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| CEW Advisory Services | Principal | 2014–Present | Independent consulting in consumer lending |
| Public company directorships | — | — | None disclosed |
Board Governance
- Independence: The board determined Williams is independent under Nasdaq standards .
- Committee roles:
- Audit Committee: Chair; members Williams, Michel, Alia; Michel designated “audit committee financial expert” .
- Compensation Committee: Chair; members Williams, Michel .
- Nominating & Corporate Governance Committee: Member; chaired by Alia .
- Meeting cadence (2024): Audit 4, Compensation 1, Nominating 1; Board held 7 meetings; all directors attended at least 75% of board and committee meetings .
- Board leadership: CEO is also Chairman; no Lead Independent Director, with risk oversight largely via Audit Committee .
- Hedging/pledging policy: Directors prohibited from hedging; prohibited from holding in margin accounts and pledging while in possession of MNPI .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash ($) | 6,000 | Per policy: $3,000 per regular board meeting; $1,000 per committee meeting; directors opted cash for 2nd and 3rd regular board meetings in 2024 |
| Stock awards ($) | 7,002 | Paid in stock for other board/committee meetings; valued at grant-date closing price (ASC 718) |
| Total ($) | 13,002 | — |
Policy detail: 2024 non-employee directors received $3,000 per regular board meeting and $1,000 per committee meeting; compensation for regular meetings primarily paid in stock unless director elected cash; reasonable expenses reimbursed .
Performance Compensation
- No director PSUs or performance awards are disclosed; equity for directors is time-based restricted stock. The company notes only stock options and restricted stock awards outstanding (no RSUs/PSUs) as of June 20, 2025 .
- No director-specific performance metrics tied to compensation are disclosed .
Other Directorships & Interlocks
| Entity | Type | Relationship/Interlock | Evidence |
|---|---|---|---|
| Asta Funding, Inc. | Prior employer | Williams served as COO (2007–2009); Director Robert J. Michel later served as CFO (2009–2017), creating a prior-employer tie that may influence committee dynamics | |
| Public company boards (current) | Directorships | None disclosed for Williams |
Expertise & Qualifications
- Deep financial/operational leadership across consumer finance, distressed assets, and fraud investigation; enhances audit and compensation oversight capabilities .
- Board classifies him as independent; chairs Audit and Compensation, indicating strong governance engagement .
Equity Ownership
| Metric | As-of Date | Value | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | June 20, 2025 | 21,950 | Includes equity that may be acquired within 60 days per Rule 13d-3 |
| Ownership % of outstanding | June 20, 2025 | <1% | Based on 6,848,775 shares outstanding |
| Restricted stock (total) | June 20, 2025 | 8,778 | Of which 7,518 unvested |
| Restricted stock (total) | Dec 31, 2024 | 6,365 | Director comp disclosure at year-end |
| Options/Warrants | June 20, 2025 | Not disclosed | No options/warrants listed in footnote for Williams |
| Pledging/Hedging | Policy | Prohibited; no pledging disclosed | Insider Trading and Hedging Policy |
Governance Assessment
-
Strengths:
- Independent director leading both Audit and Compensation Committees, with clear engagement (committee meetings held; board attendance ≥75%) .
- Modest cash fees and equity paid in stock align director incentives to shareholders; equity awards valued consistently under ASC 718 .
- Hedging/pledging prohibitions and clawback provisions in equity plans support governance discipline .
-
Considerations/Red Flags:
- The company disclosed 2023 interim-period restatements and prior material weaknesses in internal control; auditor change occurred in April 2024. As Audit Chair, Williams’ oversight is central to remediation, but the historical control issues remain a governance watchpoint .
- Board leadership not separated (CEO as Chair) and no Lead Independent Director; may reduce independent oversight despite Williams’ committee roles .
- Equity plan amendments increase potential dilution (amended plan raises shares; non-employee director group had 45,897 restricted shares granted under the 2023 plan), requiring careful monitoring of shareholder alignment and overhang over time .
RED FLAGS: Prior internal control weakness and restatements (2023); auditor turnover; combined CEO/Chair with no LID .
SIGNALS OF ALIGNMENT: Time-based equity for directors; cash modest; anti-hedging/pledging; clawback framework .