Gareth Genner
About Gareth Genner
Gareth Genner (age 66) is Chief Executive Officer and a director of T Stamp Inc. (dba Trust Stamp, ticker: IDAI). He is a British lawyer by training with a U.S. LL.M. in International Taxation & Financial Service Regulation and has founded, scaled, and exited multiple businesses, including a cloud storage enterprise and an online educational platform acquired by a non-profit educational entity . Company performance under his leadership remains early-stage and loss-making: net revenue declined from $4.56M (2023) to $3.08M (2024), with Adjusted EBITDA losses of $6.50M (2023) and $7.29M (2024) as the business transitions toward SaaS and navigates financing/dilution events .
| Performance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Revenue ($) | 4,560,275 | 3,082,348 |
| Adjusted EBITDA ($) | (6,503,096) | (7,294,504) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Edevate LLC | CEO (full-time) | — | Prior operating leadership; company subsequently exited |
| Pontifex University | President (historical), now unpaid President | — | Academic leadership; continuing unpaid role post-merger |
| Holy Spirit College | Part-time Chancellor (historical), now unpaid President via merged entity | — | Academic leadership; continuing unpaid role post-merger |
| Cloud storage enterprise | Founder/operator | — | Built and sold the business |
| Online educational platform | Founder/operator | — | Built and sold to a non-profit educational entity |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pontifex University / Holy Spirit College (merged) | Unpaid President | Current | Managed by professional team; non-compensated role |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary (CEO) | $325,000 | $341,250 | Salary under employment agreement |
Performance Compensation
- Structure/targets: CEO eligible for annual bonus of 50%–100% of base salary; bonuses are delivered in stock awards (RSUs) rather than cash, and are determined and granted in the following fiscal year based on Board-established criteria (metrics not disclosed) .
- Actual awards and vesting cadence:
- 2023 stock bonus (for 2023 service) granted in 2023; vested January 2, 2025 .
- 2024 stock bonus (for 2024 service) granted in March/April 2025; will vest January 2, 2026 .
- Outstanding as of FY-end 2024: 14,841 unvested RSUs for Genner (market value $196,603 at that date) .
| Metric | Weighting | Target | Actual | Payout Form | Vesting |
|---|---|---|---|---|---|
| Annual CEO bonus (criteria set by Board; metrics not disclosed) | Not disclosed | Not disclosed | Not disclosed | RSUs equal to 50%–100% of base salary | Single-date vest; 2023 grant vested 1/2/2025; 2024 grant to vest 1/2/2026 |
| Equity Award Detail | Grant Timing | Shares/Value | Vesting |
|---|---|---|---|
| 2023 CEO RSUs (bonus for 2023) | Granted 2023 | Included in $325,000 stock award value | Vested 1/2/2025 |
| 2024 CEO RSUs (bonus for 2024) | Granted Mar/Apr 2025 | Included in $341,250 stock award value | Will vest 1/2/2026 |
| Unvested RSUs at 12/31/2024 (CEO) | Outstanding | 14,841 units; $196,603 value | As scheduled |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (9/30/2025) | 27,972 shares (17,345 held by Genner; 10,627 by spouse) = 0.42% of Class A common |
| Vested vs. unvested | As of 12/31/2024, 14,841 unvested RSUs outstanding (CEO) |
| Options (exercisable/unexercisable) | No options reported outstanding for CEO at 12/31/2024 |
| Pledging/hedging | No pledging/hedging disclosure found in cited filings |
| Ownership guidelines | Not disclosed |
| Overhang/dilution context | Significant warrant overhang held by Armistice; 2,096,842 shares acquirable within 60 days (subject to 4.99%/9.99% blocker) |
Employment Terms
- Bonus eligibility and form: 50%–100% of base salary, paid in stock awards; criteria set annually by the Board; paid only if employed at grant .
- Equity plan: Company states it does not have a formal equity incentive plan; awards are issued outside a plan structure .
- Clawback/ownership guidelines: Not disclosed in cited documents.
- Severance/change-in-control: No CEO-specific severance or change-in-control economics disclosed in the cited filings. CFO’s agreement (for context) includes up to 36 months’ base salary and accelerated vesting upon certain terminations/change in control, but analogous CEO terms are not disclosed and should not be inferred .
- Indemnification: Company charter/bylaws and employment agreements provide indemnification to directors and officers to the fullest extent permitted by Delaware law .
Board Governance
- Role and independence: Genner is CEO and a non-independent director; independent directors (Potts, McClintock, Stafford, Pappenheim) constitute a majority .
- Board leadership: William McClintock is independent Chairman; roles of CEO and Chair are separated, mitigating dual-role concerns .
- Committees and composition:
- Audit: Charles Potts (Chair), William McClintock, Kristin Stafford .
- Compensation: William McClintock (Chair), Charles Potts, Berta Pappenheim .
- Nominating & Governance: William McClintock (Chair), Kristin Stafford, Charles Potts .
- Executive sessions: Independent directors meet in regular executive sessions .
- Director compensation (context): Directors as a group received $234k for 2024 (7 directors) .
Related Party Transactions (Governance red flags to monitor)
- QID Technologies LLC: Trust Stamp licensed AI identity tech to QID for a $1.0M note and 10% equity; Qenta/Trust Stamp are related via common ownership with DQI Holdings (a 5%+ holder) .
- Vital4Data Mutual Channel Agreement (2020): A company where a director serves as CEO; commission-based channel agreement; no commissions recorded to date .
- CyberFish Channel Partnership (2025): Agreement with CyberFish, whose CEO is director Berta Pappenheim; 30% commission to Trust Stamp on sales via Trust Stamp; no commissions recorded to date .
- Audit Committee oversight: Audit Committee authorized to review/approve related party transactions .
Risk Indicators & Red Flags
- Liquidity/going concern: Auditor emphasized liquidity uncertainty; company expects to raise additional capital; net loss $12.54M in 2024 with accumulated deficit $61.46M .
- Internal controls: Material weaknesses in accounting for complex equity transactions identified as of 12/31/2024; remediation in progress .
- Dilution and warrant overhang: Multiple private placements and large warrant positions (e.g., Armistice) imply potential dilution and supply overhang; beneficial ownership limitations mitigate single-holder control but not aggregate supply risk .
- Lock-up windows: Officers/directors agreed to a 30-day lock-up starting 12/6/2024 under Armistice SPA; potential selling pressure post lock-up and around single-day RSU vest dates (Jan 2 each year) .
- Concentration: Historically reliant on a few key customers; transitioning to SaaS with slower-than-expected production ramp .
- Legal proceedings: Company not aware of ongoing litigation; directors not subject to litigation per proxy disclosures .
Multi‑Year CEO Compensation Summary
| Year | Salary ($) | Cash Bonus ($) | Stock Award ($) | Notes |
|---|---|---|---|---|
| 2023 | 325,000 | — | 325,000 (RSUs for 2023 service; vested 1/2/2025) | Bonus delivered in equity only |
| 2024 | 341,250 | — | 341,250 (RSUs for 2024 service; to vest 1/2/2026) | Bonus delivered in equity only |
Outstanding CEO Equity at FY‑End 2024
| Instrument | Status @ 12/31/2024 | Amount | Value |
|---|---|---|---|
| RSUs (unvested) | Unvested | 14,841 units | $196,603 |
| Options | Exercisable/Unexercisable | — | — |
Beneficial Ownership (as of 9/30/2025)
| Holder | Shares Owned | Acquirable (60 days) | Percent of Class |
|---|---|---|---|
| Gareth Genner (CEO) | 27,972 (incl. 10,627 spouse) | — | 0.42% |
| Total Class A outstanding baseline | 3,960,374 shares | +2,779,455 acquirable within 60 days (aggregate) | — |
Compensation Structure Analysis (signals)
- Equity-heavy, cash-light incentives: CEO bonus delivered in RSUs (50%–100% of salary), no cash bonus in 2023–2024; this conserves cash and aligns with equity but can create supply overhang at vest dates (Jan 2 each year) .
- Single-date vesting cadence: Cliff vesting on/around January 2 (e.g., 2023 awards vested 1/2/2025; 2024 awards vest 1/2/2026) concentrates potential selling pressure into narrow windows .
- No formal equity plan: Awards issued outside a traditional equity plan; governance and dilution should be monitored given frequent financing activity .
- Pay-for-performance opacity: Bonus “criteria” set annually but no disclosed metrics or weightings; investors lack visibility into operational KPI links (e.g., revenue, EBITDA, TSR) .
Employment, Severance & Change‑of‑Control Economics
- CEO bonus eligibility: 50%–100% of base salary; equity-only; must be employed at the time of grant .
- CEO severance/CoC: Not disclosed in cited filings. Do not assume parity with CFO provisions (which include up to 36 months’ salary and accelerated vesting on certain terminations/CoC) .
Investment Implications
- Alignment: Equity-only bonuses and meaningful unvested RSUs suggest alignment, but Genner’s reported direct/indirect ownership is relatively small (0.42%), diluting “skin-in-the-game” optics versus typical founder-CEO profiles .
- Near-term trading dynamics: Expect seasonal supply risk near early January due to single-date RSU vesting; additional overhang from large warrant holders (e.g., Armistice) could pressure the stock on rallies or liquidity windows .
- Governance: Separation of Chair/CEO and independent committee leadership are positives; however, related-party channel agreements (Vital4Data, CyberFish) and QID/Qenta/DQI ties warrant continued Audit Committee oversight .
- Fundamental risk: Liquidity constraints, going-concern emphasis, material weaknesses in equity accounting, and reliance on financing/dilution heighten execution risk despite a patent-rich IP base and a pivot to SaaS that has yet to translate into scale revenue growth .