Charles Potts
About Charles Potts
Independent non-executive director of T Stamp Inc. (Trust Stamp), serving as Audit Committee Chairman and designated “audit committee financial expert”; currently EVP & Chief Innovation Officer at the Independent Community Bankers of America (ICBA). Age 63 as of the November 2023 proxy; education includes Georgia Institute of Technology, graduate studies at Georgia State University, and the Graduate School of Banking at LSU .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens & Southern National Bank (now Bank of America) | Operations roles | Not disclosed | Banking operations grounding |
| HomeBanc | Operations roles | Not disclosed | Banking operations experience |
| Fiserv | Executive roles | Not disclosed | Digital/mobile channels and efficiencies focus |
| Goldleaf | Executive roles | Not disclosed | Corporate strategy/business development |
| First Performance Global | Executive Managing Director | 2015–2019 | Led international business & corporate development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ICBA | EVP & Chief Innovation Officer | Current | Drives fintech strategy and innovation |
| BankTech Ventures, LLC | General Partner | Current | Advisory roles across startups |
| Associations (NFO, AFT, TAG) | Member/Advisor | Current | Active in fintech associations |
Board Governance
- Committees: Audit (Chair: Charles Potts), Compensation (member), Nominating & Corporate Governance (member) .
- Independence: Board determined Potts is “independent” under Nasdaq rules; independent directors hold executive sessions .
- Audit expertise: Potts satisfies the definition of “audit committee financial expert” .
- Board leadership: Chairman of the Board is William McClintock; roles of CEO and Chairman are separated to ensure oversight .
Fixed Compensation
| Year | Directors’ Aggregate Compensation ($) | Number of Directors |
|---|---|---|
| 2023 | $180,000 | 7 |
| 2024 | $234,000 | 7 |
Performance Compensation
| Metric | As of Dec 31, 2024 |
|---|---|
| Unvested RSUs (units) | 4,797 |
| Market value of unvested RSUs ($) | $63,547 |
| Options outstanding | None |
| Formal equity incentive plan | Company states no formal equity incentive plan |
Recent insider activity:
- Form 4: Director Charles Edward Potts granted 962 Class A shares at $0 on 09/30/2025; filing reported direct holdings of 10,480 shares after the transaction .
Other Directorships & Interlocks
| Entity | Relationship | Potential Conflict Notes |
|---|---|---|
| Vital4Data, Inc. | Channel agreement with Trust Stamp; company where one of Trust Stamp’s directors serves as CEO (not identified as Potts) | Commission-based sales representative; no commissions earned to date |
| CyberFish | Channel partnership; CEO is director Berta Pappenheim | Commission to Trust Stamp; no commissions earned to date |
| QID Technologies LLC (with Qenta) | Related party arrangement (shared owner via DQI) | Trust Stamp owns 10% of QID; not involved in management |
No Potts-specific related party transactions are disclosed in the “Certain Relationships and Related Party Transactions” section; identified agreements involve other directors or related entities .
Expertise & Qualifications
- Over 35 years across banking and fintech; deep experience in digital banking, mobile engagement, financial management, and payments, including roles at Fiserv, Goldleaf, First Performance Global .
- Current EVP & CIO at ICBA, leading community bank innovation initiatives; frequent industry speaker .
- Education: Georgia Institute of Technology; graduate studies at Georgia State University; Graduate School of Banking at LSU .
Equity Ownership
| Metric | Jan 29, 2025 | Sept 30, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 763 | 5,560 |
| Acquirable within 60 days (shares) | 4,797 | 10,480 |
| Percent of class | 0.11% | 0.24% |
Section 16 compliance:
- Company states directors, officers, and >10% holders complied with Section 16(a) filing requirements in 2021–2025, except DQI’s Form 3 late filing; no exceptions noted for Potts .
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and “financial expert”; broad fintech/banking experience; independent directors meet in executive sessions—supports oversight quality .
- Alignment: Holds equity in the company; ownership increased in 2025; however, absolute stake remains small relative to outstanding shares (0.24%)—modest direct alignment .
- Oversight signals: Clear committee mandates; audit fees fully pre-approved; external auditor governance structured; board separation of Chair/CEO roles .
- Conflicts: No Potts-specific related-party transactions disclosed; related channel agreements involve other directors/entities (Vital4Data, CyberFish); QID related-party context noted but not tied to Potts .
- Shareholder votes: 2025 annual meeting elected directors and ratified auditor; quorum challenges at special meetings indicate engagement risk but not director-specific issues .