William McClintock

About William McClintock

William McClintock serves as Independent Non‑Executive Director and Chairman of the Board at T Stamp Inc. (IDAI), with confirmed independence under Nasdaq rules; he also sits on the Audit Committee and chairs both the Compensation Committee and the Nominating & Corporate Governance Committee . The proxy does not disclose his age, education, or detailed biography, and specific tenure start date is not provided in the cited filings .

Past Roles

• No prior employment history or biographical background was disclosed for Mr. McClintock in the proxy statements reviewed .

External Roles

• No other public company directorships or external board roles for Mr. McClintock were disclosed in the proxy statements reviewed .

Board Governance

• Role: Chairman of the Board; Board leadership structure separates Chair and CEO roles; Board holds executive sessions of independent directors .
• Independence: Board determined Mr. McClintock is independent under Nasdaq rules (and Rule 10A‑3 for audit committee) .
• Committees:
  • Audit Committee member (Chair: Charles Potts) .
  • Compensation Committee chair; authorized to set management compensation and administer stock incentive/purchase plans; reviews compensation adviser independence .
  • Nominating & Corporate Governance Committee chair; oversees director nominations, governance guidelines, director compensation, and Board/committee evaluations .
• Committee Interlocks: None; no executive officer served on another company’s compensation committee with reciprocal service to IDAI during 2021‑2025 .
• Attendance: No formal policy requiring attendance at shareholder meetings; annual meetings held in 2022, 2023, and January 2025; none in 2021 .
• Audit Oversight: Audit Committee pre‑approves audit/non‑audit services, oversees internal audit functions, and reviews related‑party transactions .

Fixed Compensation

• Director compensation disclosure is limited; the company reported aggregate director pay of $234k for the year ended December 31, 2024 across seven directors (individual retainers/chair fees/meeting fees not itemized in the proxy) .

Performance Compensation

• Company states it does not have a formal equity incentive plan, yet RSUs are granted and administered under Board authority; RSU vesting timing is disclosed for named executive officers, not specifically for directors .

• Compensation Committee authorizations include administering stock incentive/purchase plans and reviewing adviser independence; no performance metric framework for director equity grants is disclosed (no TSR/EBITDA/ESG metrics specified for directors) .

Other Directorships & Interlocks

• Current public boards: Not disclosed for Mr. McClintock .
• Interlocks: Compensation Committee interlocks and insider participation noted as none .

Expertise & Qualifications

• The proxy does not provide Mr. McClintock’s educational background, professional credentials, or detailed expertise; he is positioned within Board leadership and on core governance committees, indicating governance oversight experience .

Equity Ownership

• Shares pledged as collateral: No pledging disclosed for Mr. McClintock .
• Stock ownership guidelines: Not disclosed; compliance status not disclosed .

Governance Assessment

• Strengths:

  • Separation of Chair and CEO; independent Chair enhances oversight and investor confidence .
  • Independent status affirmed; participation across Audit, Compensation (chair), and Nominating & Governance (chair) strengthens governance controls and policy setting .
  • Executive sessions of independent directors held regularly .
  • Audit Committee explicitly oversees related‑party transactions and pre‑approves audit/non‑audit services .

• Concerns/Watch‑Items:

  • Concentration of governance power: Chairmanship combined with chair roles on Compensation and Nominating & Governance centralizes influence; may require strong counterbalances (e.g., lead independent director, robust committee charters) .
  • Limited transparency: Proxy lacks itemized non‑employee director cash retainer, chair/meeting fees, and director‑specific performance metrics—reducing clarity on pay‑for‑performance alignment .
  • Formal equity plan absent: Company states no formal equity incentive plan, yet grants RSUs; governance best practices typically favor formal plan structures approved by shareholders .

• Related‑Party Transactions:

  • Historic investor nomination right (FSH Capital) memorialized by Board; currently no director nominated pursuant to this right; no transactions disclosed involving Mr. McClintock specifically .
  • Audit Committee tasked with reviewing/approving transactions with directors/officers/affiliates .

• Legal/Red Flag Indicators:

  • No litigation involving directors disclosed in the proxy .
  • No compensation committee interlocks or insider participation reported .
  • No pledging/hedging or tax gross‑ups disclosed for directors; say‑on‑pay results not discussed in these materials .

RED FLAGS: Centralized committee leadership by the Chair across Compensation and Nominating & Governance with limited disclosure of director cash compensation structure and absent formal equity plan could be perceived as governance risk without additional safeguards .