Independent
Tenure on this board
3.2 yrs
6 nominees · 3 ballot items.
Elect six directors; ratify Cherry Bekaert LLP as independent auditors for FY2026; and approve the authID Inc. 2026 Equity Incentive Plan authorizing 3,500,000 shares for issuance.
Elect the six director nominees named in the proxy statement to hold office until the next annual meeting and until their successors are duly elected and qualified.
Ratify the appointment of Cherry Bekaert LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026.
Approve and ratify adoption of the 2026 Equity Incentive Plan and authorize 3,500,000 shares of common stock for issuance under the Plan.
This management proposal asks shareholders to ratify the Board-adopted 2026 Equity Incentive Plan and authorize a reserve of 3,500,000 shares for issuance under the plan. Management and the Compensation Committee argue the plan is necessary to attract, retain, and incentivize employees, directors and consultants amid anticipated business growth and recent efficiency measures, noting that approximately 2.295 million shares are currently outstanding under prior awards and about 1.285 million options have already been granted under the 2026 Plan subject to shareholder approval. The Board emphasizes the risk that, without shareholder approval, the Company could face difficulty in retaining key personnel and in competitively compensating hires and directors. The proposal would supersede the 2024 Equity Incentive Plan such that no additional awards may be granted under the 2024 plan if approved, and contemplates the Board or a disinterested committee administering grant terms, vesting and exercise mechanics. The plan permits ISOs and non-ISOs as well as restricted stock, RSUs and SARs, contains typical anti-dilution and change-in-control provisions, and limits the plan term to ten years from adoption or shareholder approval. The Compensation Committee has already granted approximately 1,285,000 options contingent on shareholder approval, including a sizable retention grant to the CEO (650,248 options), which may raise governance questions about related-party economic impact and dilution. The Board recommends a vote FOR, arguing the plan aligns management and employee incentives with shareholder value, while opponents might focus on dilution, the size of the reserve relative to shares outstanding, and pre-granted sizeable CEO retention awards; shareholders should weigh dilution versus retention benefits and the specifics of grant terms and performance conditions before voting.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Wealthspire Advisors, LLC | 3.4% | 553,604 | $720K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 2.4% | 388,874 | $506K |
| 3 | SIMON QUICK ADVISORS, LLC | 1.1% | 173,302 | $225K |
| 4 | Leo Wealth, LLC | 1.1% | 173,302 | $225K |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.1% | 170,258 | $221K |
| 6 | Corient Private Wealth LLC | 1.0% | 160,000 | $208K |
| 7 | VANGUARD FIDUCIARY TRUST CO | 0.4% | 58,125 | $76K |
| 8 | STATE STREET CORP | 0.3% | 55,732 | $72K |
| 9 | XTX Topco Ltd | 0.3% | 54,897 | $71K |
| 10 | BlackRock, Inc. | 0.2% | 35,225 | $46K |
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