Cecilia Welch
BIO KEY INTERNATIONALAbout Cecilia Welch
Cecilia C. Welch is BIO-key International’s Chief Financial Officer; she has served as CFO since December 21, 2009 after joining the company in 2007 as Corporate Controller. She is 65 years old (as of June 20, 2025) and holds a bachelor’s degree in accounting from Franklin Pierce University . Company pay-versus-performance disclosures show weak TSR and persistent net losses over 2022–2024, underscoring challenging value creation during recent years .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BIO-key International, Inc. | Chief Financial Officer | 2009–present | Senior finance leader; oversees reporting, governance and investor communications |
| BIO-key International, Inc. | Corporate Controller | 2007–2009 | Built internal financial controls and reporting processes |
| Various companies (software/manufacturing) | Senior financial management roles | Pre-2007 | Cross-industry finance experience in software and manufacturing |
External Roles
No external directorships or public-company board roles are disclosed for Ms. Welch in BKYI’s proxy biographies .
Fixed Compensation
| Metric (USD) | 2023 | 2024 |
|---|---|---|
| Base Salary | $189,875 | $199,500 |
| Stock Awards (grant-date fair value) | $16,500 | $22,500 |
| All Other Compensation | $1,320 (life insurance) | $0 |
| Total | $207,695 | $222,000 |
Narrative and design
- Compensation mix is base salary, annual performance-based cash bonus opportunity, and long-term equity (restricted stock). The company does not disclose fixed weighting; pay levels are set against peers, internal equity, and business conditions . Bonuses historically tied to revenue milestones; none were achieved in 2022 or 2023 . In 2024, restricted stock awards for NEOs recognized 2023 revenue growth (and prior 2022 integration of Swivel Secure) .
Performance Compensation
Annual cash bonus framework and equity incentives:
- Annual cash bonus: Historically based on revenue milestones; no milestones achieved in 2022 or 2023 (implies no payouts for those years) .
- Equity awards: Time-vested restricted stock grants to NEOs recognizing company revenue growth (2022–2023), with multi-year vesting schedules .
| Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual cash bonus | Revenue milestones | Not disclosed | Not disclosed | 2022–2023: milestones not achieved | None for 2022–2023 | N/A |
| Restricted stock (2024 grants) | Long-term alignment; recognition of 2023 revenue growth | Not disclosed | N/A | Granted in 2024 | Grant-date fair value $22,500 | 22,500 shares vest over 3 years starting 7/31/2025; additional 1,667 vest over 2 years starting 8/29/2025 |
Equity Ownership & Alignment
Beneficial ownership and components:
| As-of date | Beneficial ownership (shares) | % of class | Components and status |
|---|---|---|---|
| June 20, 2025 | 24,483 | <1% | Includes 174 options and 26,064 restricted shares; 16,111 restricted shares remain unvested |
| July 1, 2024 | 2,244 | <1% | Includes 348 options and 3,565 restricted shares; 2,223 restricted shares remain unvested |
| Oct 31, 2023 (pre-split) | 99,375 | <1% | Includes 22,500 options and 64,125 restricted shares; 51,375 restricted shares remain unvested |
Outstanding equity awards (12/31/2024 snapshot):
| Instrument | Quantity/terms | Notes |
|---|---|---|
| Stock options | 174 at $282.24 exp. 3/23/2025; 174 at $169.92 exp. 3/21/2026 | Option exercise prices are far above recent trading levels ($0.81 on 6/20/2025), implying minimal near-term intrinsic value |
| Restricted stock | 24,166 unvested with $72,498 market value at $1.71/share (12/31/2024) | Vests per schedules below |
Vesting schedules:
| Grant | Vesting start | Schedule |
|---|---|---|
| 22,500 restricted shares | July 31, 2025 | Vest in three equal annual installments starting 7/31/2025 |
| 1,667 restricted shares | August 29, 2025 | Vest in two equal annual installments starting 8/29/2025 |
Alignment policies:
- Hedging prohibited; no options/puts/calls or similar instruments allowed .
- Margin accounts prohibited; pledging prohibited while in possession of MNPI (company does not disclose any personal pledges by Welch) .
- Clawback policy in place; no recovery required for executives in connection with 2023 restatements (no incentive-based compensation subject to recovery) .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Effective May 15, 2013; auto-renews annually unless terminated or modified |
| Severance (without cause) | Continuation of then-current base salary for the greater of 6 months or the remaining months in the term |
| Non-compete | Prohibits engaging with competitive businesses and doing business with current/prospective customers during employment and for one year post-termination |
| Equity change-of-control (plans) | 2015 and 2023 plans permit acceleration of unvested equity upon qualifying change-in-control events; board/committee discretion under 2023 plan to accelerate vesting and/or cash-out awards |
| Clawback | Company compensation clawback/recoupment policy applies; referenced in 2024 Form 10-K exhibits |
| Insider trading policy | Restricts trading around MNPI; prohibits hedging and margin accounts; pledging limited by MNPI status |
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting: Say-on-pay approved with 975,360 For, 317,871 Against, 7,166 Abstentions; broker non-votes 2,713,111 .
- 2024 Annual Meeting: Stockholders supported annual say-on-pay frequency; board recommended and adopted an annual vote cadence .
Company Performance Context
Pay-versus-performance (company-level):
| Year | Value of $100 TSR | Net Loss (USD) |
|---|---|---|
| 2022 | $26.43 | $11,909,903 |
| 2023 | $7.53 | $8,521,837 |
| 2024 | $4.29 | $4,300,692 |
Narrative
- Company reports misalignment between “compensation actually paid” and TSR in certain periods; equity constitutes a greater portion of CEO compensation than for other NEOs, influencing alignment patterns; Non-PEO NEOs include Ms. Welch in 2024 and 2023 .
Investment Implications
- Near-term selling pressure: Welch’s vesting begins July 31, 2025 on 22,500 restricted shares, with additional vesting starting August 29, 2025; expect periodic vest-related supply, tempered by insider trading windows and policies .
- Options largely out-of-the-money relative to recent share prices (exercise prices $169.92–$282.24 vs. $0.81 on 6/20/2025), suggesting limited incentive to exercise or sell option-related shares near term .
- Pay-for-performance: Cash bonuses hinge on revenue milestones; lack of achievement in 2022–2023 and shift toward time-based restricted stock recognition points to increased certainty in equity compensation versus variable cash payouts .
- Retention risk: Contract auto-renewal and severance (six months base salary) provide baseline retention economics, while multi-year RS vesting creates ongoing retention hooks; CIC provisions enabling vest acceleration could alter retention dynamics in strategic transactions .
- Alignment and governance: Hedging prohibitions, margin account bans, and clawback framework support shareholder-aligned behavior; say-on-pay support in 2025 indicates acceptable shareholder sentiment despite performance challenges .