Robert Michel
BIO KEY INTERNATIONALAbout Robert J. Michel
Independent director of BIO-key International since April 10, 2017. Age 68 as of June 20, 2025; certified public accountant with 30+ years in accounting and financial management; MBA in Taxation (St. John’s University) and BS in Business Administration (Villanova University). Current CFO of Daxor Corporation (Nasdaq: DXR); prior CFO/finance roles at Asta Funding (Nasdaq: ASFI) and Roadway Moving .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BIO-key International, Inc. | Director | Apr 10, 2017 – present | Audit Committee member; Compensation Committee member; designated “audit committee financial expert” |
| Asta Funding, Inc. (ASFI) | Chief Financial Officer | 2009 – 2017 | Led SEC reporting and all financial matters |
| Roadway Moving, Inc. | Chief Financial Officer | Nov 2017 – Sep 2018 | Corporate finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Daxor Corporation (DXR) | Chief Financial Officer | Sep 2018 – present | Medical device company; public (Nasdaq) |
Board Governance
- Independence: The Board determined Robert Michel is an independent director under Nasdaq rules .
- Committee assignments (2024–2025): Audit Committee member; Compensation Committee member. Audit Committee chaired by Cameron Williams; Compensation Committee chaired by Cameron Williams .
- Financial expert designation: Board determined Michel qualifies as an “audit committee financial expert” under Item 407 of Regulation S‑K ; in 2024, both Williams and Michel were designated .
- Attendance: Board held seven meetings in 2024; each director attended at least 75% of Board and committee meetings . Audit Committee held four meetings in 2024; Compensation Committee held one; Nominating & Corporate Governance held one . In 2023, Audit Committee held one meeting .
- Leadership structure: CEO also serves as Chairman; no Lead Independent Director .
- Hedging/pledging policy: Directors are prohibited from hedging, margin accounts, or pledging company shares while in possession of MNPI .
- Clawback: Clawback policy exists; 2023 interim restatements did not trigger recovery of incentive compensation .
Fixed Compensation
Director fees and equity grants (disclosed amounts):
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $0 (policy primarily stock; last meeting elected stock) | $6,000 |
| Stock awards ($) | $11,002 | $7,002 |
| Total director compensation ($) | $11,002 | $13,002 |
| Meeting fee policy | $3,000 board; $1,000 telephonic board; $1,000 committee; first three regular meetings paid in stock; last meeting cash or stock | $3,000 per regular board meeting; $1,000 per committee meeting; second and third regular board meetings paid in cash; others in stock |
Performance Compensation
- Structure: Non-employee director compensation consists of meeting fees and time-based restricted stock; no performance-based metrics (e.g., TSR, revenue, EBITDA) tied to director awards disclosed .
- Company plan limits: Non-employee director compensation capped at $200,000 per fiscal year (with $300,000 cap for Chair/Lead Independent Director or initial service year) under the Stock Incentive Plan .
Other Directorships & Interlocks
- No current public company directorships disclosed for Michel .
- Interlocks: Past roles at Asta Funding overlap with another BKYI director (Cameron Williams, former COO of Asta Funding, 2007–2009), indicating prior professional ties .
Expertise & Qualifications
- CPA credential; deep SEC reporting and public company finance experience .
- Designated audit committee financial expert .
- Education: MBA (Taxation), St. John’s University; BS, Villanova University .
Equity Ownership
| Ownership Detail | 2024 | 2025 |
|---|---|---|
| Shares beneficially owned | 3,719 | 23,605 |
| % of shares outstanding | 0.205% (3,719 / 1,814,228) | 0.34% (23,605 / 6,848,775) |
| Options (exercisable/issuable) | 47 shares issuable | 36 shares issuable |
| Restricted stock (total) | 278 shares; all subject to vesting | 8,778 shares; 7,518 unvested, 1,260 vested |
| Shares pledged/hedged | Prohibited by policy | Prohibited by policy |
Note: Percentages are computed using disclosed ownership totals and shares outstanding as of the respective record dates .
Election and Shareholder Support Signals
| Item | 2024 Annual Meeting (Aug 22, 2024) | 2025 Annual Meeting (Aug 8, 2025) |
|---|---|---|
| Director election votes FOR (Michel) | 368,741 | 1,001,229 |
| Say-on-Pay (FOR / AGAINST / Abstain / Broker non-votes) | 302,123 / 101,061 / 64,330 / 667,346 | 975,360 / 317,871 / 7,166 / 2,713,111 |
| Auditor ratification (FOR / AGAINST / Abstain) | 831,104 / 112,537 / 191,219 | 3,500,203 / 461,100 / 52,205 |
Governance Assessment
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Strengths:
- Independent director with CPA and public company finance expertise; audit committee financial expert designation supports effective oversight of financial reporting .
- Active committee roles (Audit and Compensation) with regular meeting cadence disclosed .
- Clear anti-hedging/pledging policy and an established clawback framework; no recovery needed for 2023 restatements .
- Shareholder support: Michel’s election received clear majorities in 2024 and 2025; Say-on-Pay passed both years .
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Concerns / RED FLAGS:
- No Lead Independent Director; CEO also serves as Chairman, reducing independent leadership leverage .
- 2023 interim financial restatements and prior material weakness in internal control (tax provision and foreign subs’ filings) elevate audit oversight risk; continued vigilance required by the Audit Committee .
- Equity plan overhang: company sought increases to stock incentive and ESPP share reserves in 2025, raising potential dilution; directors must balance talent needs vs. shareholder dilution .
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Compensation & alignment signals:
- Year-over-year increase in Michel’s total director pay ($11,002 → $13,002) and higher cash component in 2024 indicate modest shift toward cash compensation; equity remains meaningful for alignment .
- Ownership remains small but increased post-2024; restricted stock unvested balances indicate ongoing alignment through vesting .
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Related-party/conflict review:
- Company disclosed related-party matters involving other executives/directors (e.g., Kelvin Wong standstill; participation in 2023 public offering; Fiber Food Systems collaboration), but no related-party transactions disclosed involving Robert Michel .