Andrew Gowasack
About Andrew Gowasack
Andrew Gowasack is President and a director of T Stamp Inc. (dba Trust Stamp), age 34, overseeing business development and operations and acting as Chief Product Evangelist . An economist by education, he completed Harvard Business School’s HBX CORe program and MIT Sloan courses in design thinking, business innovation, and blockchain applications; prior experience includes Marketing Coordinator at Ashford Advisers . Company performance context: net revenue was $4.56M in 2023 and the company reported a net loss of $12.54M in 2024; Trust Stamp’s stock last traded at $1.98 on March 28, 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ashford Advisers | Marketing Coordinator | Not disclosed | Early career in financial services marketing; foundation for BD responsibilities at Trust Stamp |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 262,994 | 276,143 |
| Cash Bonus ($) | — | — |
| Option Awards ($) | — | — |
| All Other Compensation ($) | — | — |
| Total ($) | 525,988 | 552,286 |
Performance Compensation
| Component | Grant Date(s) | Vesting | Value | Shares/Units | Notes |
|---|---|---|---|---|---|
| RSU award for 2023 services | November 2023 | Fully vested January 2, 2025 | 262,994 | 12,009 unvested at 12/31/2024 (vested 1/2/2025) | Annual bonus may be paid as stock awards; amount determined by Board |
| RSU award for 2024 services | January and April 2025 | Fully vests January 2, 2026 | 276,143 | Not disclosed | Annual bonus range is 50%–100% of base salary; awards granted in stock per employment agreement |
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Financial/operational metrics governing annual bonus | Not disclosed | Not disclosed | Not disclosed | RSUs equal to 100% of base salary for 2024; 100% of base salary for 2023 | Jan 2, 2025 (2023 RSUs); Jan 2, 2026 (2024 RSUs) |
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | Ownership % | Vested vs Unvested | Options (Exercisable/Unexercisable) | Pledged Shares |
|---|---|---|---|---|---|
| September 30, 2025 | 27,468 | 0.41% | Not broken out (beneficial total) | None/None | Not disclosed |
| December 31, 2024 (unvested RSUs) | — | — | 12,009 RSUs unvested | — | — |
Additional alignment and plan structure:
- No formal equity incentive plan; awards have been issued via RSUs and grants rather than through a standard plan .
- Annual bonus policy allows stock-based awards equal to 50%–100% of base salary, subject to Board-set criteria .
Employment Terms
- Employment agreement entitles Andrew Gowasack to an annual bonus of not less than 50% and not more than 100% of base salary; bonus may be delivered as stock awards, subject to achievement of Board-established criteria and employment at payment date .
- Indemnification: Company charter and bylaws provide for indemnification of directors and officers to the fullest extent permitted by Delaware law; officer agreements include indemnification provisions .
- Severance/Change-of-control, clawbacks, non-compete, non-solicit, garden leave, deferred compensation, and perquisites: not disclosed for Gowasack in the filings reviewed.
Board Governance
| Attribute | Detail |
|---|---|
| Board structure | Classified board (Class I, II, III); 7 directors |
| Chairman | William McClintock (Independent) |
| Independence status | Gowasack is not independent (executive director) |
| Committees (membership) | Audit: Potts (Chair), McClintock, Stafford ; Compensation: McClintock (Chair), Potts, Pappenheim ; Nominating & Corporate Governance: McClintock (Chair), Stafford, Potts |
| Gowasack committee roles | None disclosed |
| Executive sessions | Independent directors meet in regularly scheduled executive sessions |
| Board diversity (as of Nov 12, 2025) | 7 directors; 2 female; demographic details disclosed |
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Net Revenue ($) | 4,560,275 | Not disclosed in narrative; platform adoption and licensing developments noted |
| Net Loss ($) | 7,637,642 | 12,540,000 (approximate; per risk factor net loss) |
| Strategic initiatives | Orchestration Layer rollout; 43 customers by YE 2023 with strong margins on flagship client ; 79 customers implementing by YE 2024; planned “Orchestration Layer 2.0” relaunch in Q2 2025 |
Notable 2024–2025 developments affecting execution risk:
- Qenta/QID arrangement: non-exclusive license, $1.0M promissory note and 10% QID stake; services agreement with minimum $100K/month for six months then up to $300K/month thereafter .
- Financing and warrants: multiple SPAs and warrant issuances (Dec 2024 and Jan 2025), reverse stock split effective Jan 6, 2025; equity distribution agreement (ATM) in Feb 2025 .
Compensation Structure Analysis
- Year-over-year mix: Base salary increased modestly (2023→2024), with stock awards equal to 100% of base salary both years—indicating heavy use of RSU-based bonuses tied to Board criteria, though specific performance metrics/targets are not disclosed .
- Options vs RSUs: No option awards; compensation delivered via RSUs—lower leverage/risk profile for the executive relative to options .
- Guaranteed vs at-risk: RSU bonuses granted but performance yardsticks are not disclosed; payout equal to 100% of base both years suggests elevated reliance on equity awards irrespective of disclosed targets .
- Equity award repricing/modification: None disclosed for Gowasack.
Vesting Schedules & Insider Selling Pressure
- 2023 RSUs fully vested January 2, 2025 (12,009 units unvested at 12/31/2024, then vest) which could create supply pressure around/after vest date .
- 2024 RSUs vest January 2, 2026, with fair value equal to base salary ($276,143), implying a future potential supply event at vesting .
- Lock-up: Officers/directors agreed to a 30-day lock-up from December 6, 2024 under the Armistice SPA; otherwise no ongoing pledge/hedge restrictions disclosed .
Equity Ownership & Pledging
- Beneficial ownership: 27,468 shares (0.41%) as of Sept 30, 2025; no options, and RSUs used historically; no pledging disclosed .
- Stock ownership guidelines: Not disclosed; company does not have a formal equity incentive plan .
Related-Party Transactions & Red Flags
- Company-level related parties include Vital4Data (CEO is director Kristin Stafford) and CyberFish (CEO is director Berta Pappenheim) under channel agreements; no Andrew-specific related-party dealings disclosed .
- Liquidity/going concern risk: Auditor emphasis of matter regarding liquidity (2024 10-K); substantial doubt language regarding going concern; reliance on financing (registered directs, warrants, ATM) indicates dilution risk .
Compensation Committee & Consultants
- Compensation Committee: McClintock (Chair), Potts, Pappenheim; authorized to review independence of compensation advisers; no consultant conflicts disclosed .
Investment Implications
- Near-term supply: The January 2, 2025 RSU vest (12,009 shares) and forthcoming January 2, 2026 vest could add selling pressure around vest dates; monitor Form 4s for dispositions post-vesting .
- Alignment: Equity-heavy bonus (RSUs equal to 100% of salary) aligns incentives with stock performance, but absence of disclosed, objective performance metrics limits pay-for-performance transparency .
- Dilution overhang: Multiple warrant issuances, private placements, and ATM capability, alongside reverse splits, suggest continued financing-driven dilution risk—important for trading around capital raises and warrant exercises .
- Governance: Separation of Chair and CEO roles reduces concentration risk; Gowasack serves as a non-independent executive-director without committee roles—limited governance conflicts, but executive-director status may reduce board independence on matters involving management .
- Company execution risk: 2024 net loss widened; Orchestration Layer adoption slower than expected (planned 2.0 relaunch); QID services contract provides revenue visibility but carries counterparty and collection risk; consider revenue realization vs guidance cadence .