Emmanuel Alia
BIO KEY INTERNATIONALAbout Emmanuel Alia
Independent director of BIO-key International, Inc. (BKYI); age 60 as of June 20, 2025; appointed to the board on April 3, 2020. Background in global banking operations and retail banking (JPMorgan/Chase), with post-2018 management consulting focused on market entry into Africa and the Caribbean; BA in Accounting (Southeastern University) and MBA (Cornell University) . BKYI’s board designated Alia as an independent director under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan (Corporate & Investment) | Executive Director; Head roles in Wholesale Operations (Receivables Ops, US/Canada), Retail Banking (Greater Detroit), Branches (NY/NJ) | 2011–2018 | Co-chair of Black Organizational Leadership Development; strengthened firm’s outreach globally |
| CHASE Bank (Consumer & Community Banking) | Senior Vice President | 2011–2018 | Specialized in opportunities in Africa; retail operations leadership |
External Roles
| Organization | Role | Tenure | Scope |
|---|---|---|---|
| Management Consulting (Advisor) | Advisor to businesses seeking market entry strategies | 2018–present | Emerging markets focus: Africa and the Caribbean |
Board Governance
- Independence: Board determined Alia is independent (Nasdaq Rule 5605(a)(2)) .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee Chair .
- Board structure: CEO serves as Chair; no Lead Independent Director; audit committee oversees major risk exposures .
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of board and applicable committee meetings .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member (Chair: Cameron Williams) | 4 |
| Nominating & Corporate Governance | Chair | 1 |
Fixed Compensation
| Year (CY 2024) | Fees Earned or Paid in Cash ($) | Stock Awards Fair Value ($) | Total ($) |
|---|---|---|---|
| Emmanuel Alia | 6,000 | 6,002 | 12,002 |
- Director pay policy (2024): $3,000 per regular board meeting; $1,000 per committee meeting; paid in stock or, at director option, cash. In 2024, directors elected cash for the second and third regular board meetings; remaining regular board and committee compensation paid in stock .
Performance Compensation
- 2024 director equity grant: Stock award fair value $6,002; no performance metrics disclosed for director grants .
- Stock incentive plan mechanics (context): The 2023 Stock Incentive Plan permits performance awards with criteria including net sales, EBITDA, margins, TSR, ROA/ROE, cash flows, market share, SG&A, stock price, economic value added, working capital, and strategic plan execution; unvested awards can accelerate upon change in control at committee discretion .
| Plan Performance Criteria Categories (not specific to 2024 director grant) |
|---|
| Net sales; operating income; EBITDA; net income; EPS; ROA/ROE/ROC/ROI; cash flows; market share; cost of sales; SG&A; margins; stock price; TSR; EVA; working capital; strategic plan metrics |
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | No other public company directorships disclosed for Alia . |
Expertise & Qualifications
- Banking operations leadership across wholesale receivables, retail banking, and branch management in US/Canada; extensive network and market expertise in African communities/markets .
- Education: BA Accounting (Southeastern University); MBA (Cornell University) .
Equity Ownership
| As of June 20, 2025 | Total Beneficial Ownership (shares) | Ownership % of Outstanding | Options (shares) | Restricted Stock (shares) | Unvested Restricted Stock (shares) |
|---|---|---|---|---|---|
| Emmanuel Alia | 21,341 | ~0.31% (21,341 / 6,848,775) | 18 | 8,778 | 7,518 |
- At December 31, 2024, Alia held options to purchase 18 shares and 6,365 restricted shares; beneficial ownership table as of June 20, 2025 reflects updated totals including restricted stock .
- Hedging/pledging: Directors prohibited from hedging company stock; may not hold shares in margin accounts; pledging prohibited while in possession of MNPI .
Governance Assessment
- Board effectiveness: Alia’s independence, audit committee membership, and chairing of nominating & governance support board oversight and refreshment processes . Attendance thresholds met (≥75%) align with engagement expectations .
- Alignment: Modest director cash fees and stock awards suggest reasonable pay; non-employee director compensation capped at $200,000 per year under the 2023 plan, supporting guardrails on director pay .
- Risk indicators: 2023 interim financial statement restatements and prior material weakness (2022) plus auditor change in 2024 indicate control and reporting risk that the audit committee must oversee; Marcum’s report included going-concern emphasis for 2022; new auditor (Bush & Associates) engaged April 2024 . Clawback policy and plan-level forfeiture/recoupment provisions exist, enhancing accountability .
- Conflicts/related-party: No related-party transactions involving Alia disclosed; notable transactions involve other insiders and Fiber Food Systems collaboration/standstill, not tied to Alia .
Red Flags (monitoring focus)
- Financial reporting restatements and prior material weakness require continued audit committee rigor .
- Equity plan share increase (700,000 additional shares) and potential dilution up to ~15% overhang if fully utilized warrant scrutiny of grant discipline and director award sizing .
Say-on-Pay Context
- Annual say-on-pay cadence affirmed by shareholders in 2024; advisory vote scheduled annually (next at 2026 AGM) .
Plan Protections
- No option/SAR repricing without shareholder approval; no evergreen; non-employee director compensation limit; clawback provisions; no tax gross-ups; exercise prices at or above fair market value .