Andrew Scott Francis
About Andrew Scott Francis
Andrew Scott Francis (age 52) is Chief Technology Officer (CTO) of T Stamp Inc. (dba Trust Stamp) and a Class III director; he joined Trust Stamp as its first CTO in 2016 and was elected to the Board on November 2, 2024 . He leads software development, oversees hardware/software assets, and supports client technical relationships . Company performance under his tenure includes onboarding 66 financial institutions to the Orchestration Layer by year-end 2024 and continued partnerships with Mastercard and an S&P 500 bank, though the company reported a 2024 net loss of $12.54 million amid liquidity risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Program Management Office (PMO) | 9 years | Built and oversaw a global PMO team across US and Europe; entrepreneurial “startup intrapreneur” remit to scale operations . | |
| Startups (Atlanta, Austin, Silicon Valley) | Software programming, management, configuration management | 10 years | Hands-on product and engineering leadership across multiple startups . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or outside roles disclosed for Francis in reviewed filings . |
Fixed Compensation
| Element | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary | $195,615 | $205,396 | Paid per employment agreement . |
| Target Annual Bonus | 50%–100% of base salary | 50%–100% of base salary | Bonus criteria set annually by Board; requires employment on payout date; may be paid in stock . |
| Cash Bonus Paid | $0 | $0 | — |
| Stock Award (RSUs) Granted For Year | $195,615 (granted 2023 for 2023 services) | $205,396 (granted 2025 for 2024 services) | Company states RSU awards for 2024 services were granted in 2025 . |
| Vesting (RSUs) | Vested Jan 2, 2025 | Will vest Jan 2, 2026 | Fixed-date, time-based vesting. |
Performance Compensation
| Incentive | Metric/Criteria | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Bonus | Criteria established annually by Board; bonus range 50%–100% of base salary; may be in stock; must be employed at payment | Not disclosed | Not disclosed | No cash bonus disclosed for 2023 or 2024; equity bonuses granted as RSUs as shown above | RSU awards vest on fixed dates (e.g., Jan 2, 2025; Jan 2, 2026) . |
No specific financial or non-financial performance metrics (e.g., revenue growth, EBITDA, TSR) or weightings were disclosed for executive bonuses in the reviewed filings .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (9/30/2025) | 13,992 shares; 0.21% of Class A common . |
| Vested vs. Unvested (12/31/2024 snapshot) | 8,933 RSUs unvested; market value $118,338 (as of 12/31/2024) . |
| Options (exercisable/unexercisable) | None disclosed for Francis; no outstanding options listed . |
| Shares Pledged/Hedged | No pledging or hedging activity disclosed for Francis in reviewed filings . |
| Ownership Guidelines | No executive stock ownership guidelines disclosed in reviewed filings . |
Employment Terms
- Agreement: Francis is party to an Executive Employment Agreement (filed as Exhibit 10.18 to the FY 2023 10-K); the 8-K announcing his Board election references this agreement .
- Pay Elements: Base salary; annual bonus opportunity of 50%–100% of base salary; bonuses may be delivered in stock; timing requires continued employment on payout date .
- Severance/Change of Control: No severance multiples, CIC triggers, or acceleration terms for Francis were disclosed in the reviewed summary sections; the agreement exists but detailed economics were not summarized in these filings .
- Clawback: Company agreements include clawback provisions where applicable (explicitly shown in CFO agreement); a company-wide policy is not separately described in the reviewed materials for Francis .
Board Governance (Director Service and Committees)
- Board Service: Elected to the Board as a Class III director effective November 2, 2024; nominated for a term through the 2028 annual meeting .
- Independence: Not independent (executive officer); independent directors are Potts, McClintock, Stafford, Pappenheim .
- Leadership Structure: William McClintock is non-executive Chairman; CEO and Chair roles are separated; independent director executive sessions occur .
- Committee Roles: Committees are Audit (Potts—Chair, McClintock, Stafford), Compensation (McClintock—Chair, Potts, Pappenheim), Nominating & Governance (McClintock—Chair, Stafford, Potts). Francis is not listed as a member of these committees .
- Dual-role implications: As CTO and director, Francis is a non-independent insider on the Board; separation of Chair/CEO and independent committee compositions mitigate independence concerns .
Director Compensation (Context)
- Aggregate director pay: $234k paid to directors as a group for 2024; seven directors as of 12/31/2024 .
- Director equity outstanding (12/31/2024): McClintock 624 RSUs ($8,266); Potts 4,797 RSUs ($63,547); others largely none listed .
Vesting Schedules and Potential Selling Pressure
- Time-based RSU cadence creates predictable vest dates: RSUs for 2023 services vested Jan 2, 2025; RSUs for 2024 services vest Jan 2, 2026 .
- Prior lock-up: Officers and directors agreed to a 30-day lock-up from December 6, 2024 in connection with the Armistice SPA financing, now expired .
- Overhang/dilution context: Armistice Private Placement Warrants (up to 648,148 shares) are subject to stockholder approval; 4.99%/9.99% beneficial ownership cap applies, suggesting staged exercises if approved .
Related Party Transactions (Governance Red Flags Review)
- Channel partnerships involving directors: Mutual Channel Agreement with Vital4Data (CEO is a company director); CyberFish Channel Partnership with CEO/Director Berta Pappenheim; as of recent reporting, no commissions earned under these agreements .
- No legal proceedings disclosed against directors, including Francis .
Performance & Track Record (Company context during tenure)
| Metric/Item | 2023 | 2024 | Notes |
|---|---|---|---|
| Net Revenue | $4.56M | — | 2024 revenue not summarized in reviewed sections; 2023 drivers included IGS ($2.51M), an S&P 500 bank ($0.81M), Mastercard ($0.77M) . |
| Net Loss | $(7.64)M | $(12.54)M | Liquidity “emphasis of matter” cited by auditor; going concern risk disclosed . |
| Orchestration Layer Onboarded FIs | 40 (as of 12/31/2023) | 66 (as of 12/31/2024) | Transition to modular SaaS; slow production ramp cited . |
| Strategic/IP Progress | — | Added 6 patents and 1 trademark in 2024; portfolio at 23 issued patents by YE 2024 . |
Compensation Structure Analysis (Alignment & Risk)
- Equity-heavy, time-vested RSUs: Awards for 2023 and 2024 services vest on fixed future dates (Jan 2, 2025/2026), indicating time-based retention rather than performance-based vesting; no PSUs disclosed .
- Bonus design with wide range (50%–100% of base) but no disclosed metrics may allow discretion; actual cash bonus paid was $0 in 2023 and 2024 for Francis, with equity grants used instead .
- No option grants and no evidence of repricing; no pledging disclosed for Francis .
Equity Ownership & Beneficial Holders (Trading/Dilution Watch)
- Francis owns 0.21% of outstanding shares (as of 9/30/2025) .
- Large warrant overhang: Armistice warrants up to 648,148 shares (Dec 2024 SPA) awaiting/subject to shareholder approval; similar January 2025 SPA issued additional warrants; both include 4.99%/9.99% caps that may stagger exercises and flow into the market over time .
Employment Terms (Severance & Change-of-Control Economics)
- Francis: Employment agreement exists; public summary sections do not disclose severance/CIC specifics in the reviewed documents .
- Company precedent: CFO’s 2025 agreement includes severance up to 36 months base salary and certain accelerated vesting upon qualifying termination and change in control, indicating potential structuring used for senior executives; however, these terms are specific to the CFO and not necessarily applicable to Francis .
Investment Implications
- Alignment: Francis’ comp is primarily salary plus time-based RSUs; lack of disclosed performance metrics or PSU structures suggests retention focus over pay-for-performance. Predictable vest dates (e.g., Jan 2, 2026) can create episodic insider liquidity windows that may pressure shares around vesting/10b5-1 activity .
- Retention risk: Fixed-date RSU vesting provides retention through 2026; no disclosed non-compete/non-solicit terms for Francis in reviewed summaries limits visibility into post-termination restrictions .
- Governance: Dual role (CTO + director) reduces independence, but separation of Chair/CEO and fully independent Audit/Comp/Nom committees help mitigate governance concerns; Francis is not on key committees .
- Trading/dilution watch: Significant warrant overhang tied to 2024–2025 financings (with beneficial ownership caps and exercise conditions) plus historically low cash balance and going-concern risk heighten dilution and volatility sensitivity; monitor shareholder approvals and subsequent Form 4s around RSU vests .
- Execution: Company advanced IP and channel onboarding but remains loss-making with liquidity constraints; technology execution and conversion of onboarded institutions to production revenue remain critical to value creation during Francis’ tenure .