Monitor the voting results after the December 15 meeting for any signs of shareholder dissent, particularly given the company's small market cap and the prior year's quorum difficulties. The related party transaction with CyberFish and board member Berta Pappenheim warrants continued scrutiny in future filings.
Price Chart
Executive Summary
T Stamp Inc. filed its definitive proxy statement for the 2026 Annual Meeting of Stockholders to be held on December 15, 2026. The meeting agenda includes the election of three Class I directors (Gareth Genner, William McClintock, Charles Potts) and ratification of CBIZ CPAs P.C. as the independent auditor for fiscal year 2026. The proxy discloses executive compensation, related party transactions (including a 50% stake in CyberFish from a board member), and governance details for a micro-cap company with a $14M market cap.
Key Facts
- Annual Meeting scheduled for December 15, 2026, entirely virtual via audio webcast.
- Three Class I director nominees: CEO Gareth Genner (age 67), William McClintock (age 84, independent), Charles Potts (age 66, independent).
- Board recommends FOR all director nominees and FOR ratification of CBIZ CPAs P.C. as auditor.
- CEO Gareth Genner total compensation for FY2025: $682,500 (salary $341,250 + stock award $341,250).
- President Andrew Gowasack total compensation for FY2025: $552,286 (salary $276,143 + stock award $276,143).
- CFO Lance Wilson total compensation for FY2025: $200,475 (salary $182,250 + stock award $18,225).
- Audit fees paid to CBIZ for FY2025: $479,490.
- Related party transaction: Trust Stamp Malta acquired 50% of CyberFish from board member Berta Pappenheim for 190,000 (cash and services).
- Outstanding shares as of record date: 5,684,927 Class A Common Shares.
- No shareholder proposals on the ballot.
- Prior 2025 annual meeting required three attempts to reach a quorum (failed Dec 2025 and Mar 2026, succeeded Jul 2026).
- Insider ownership: all directors and officers as a group hold 4.48% of shares.
Financial Impact
CEO compensation $682,500 and total named executive officer compensation $1,435,275 for FY2025; audit fees $479,490; related party investment of 190,000 for 50% of CyberFish.
Risk Factors
- Micro-cap company ($14M market cap) with low insider ownership (4.48% aggregate) and prior quorum failures at annual meetings.
- Related party transactions with board member Berta Pappenheim (CyberFish acquisition and consulting agreement) create potential conflicts of interest.
- CEO compensation ($682,500) represents approximately 4.9% of market cap, a high ratio for a micro-cap.
- No shareholder proposals or say-on-pay vote included, limiting direct shareholder input on compensation.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001718939-26-000066 |
| Document: 0001718939-26-000066-index-headers.html | 0001718939-26-000066 |
| Document: 0001718939-26-000066-index.html | 0001718939-26-000066 |
| Document: 0001718939-26-000066.txt | 0001718939-26-000066 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 29, 2026 3d ago | DEF 14A | $2.86 $2.82 | ▼ −1.40% | ▲ +0.37% | $2.82 (−1.40%) |
Oct 27, 2026 5d ago | 8-K | $2.40 $2.75 | ▲ +14.58% | ▲ +14.24% | $2.82 (+17.50%) |
Oct 9, 2026 23d ago | 8-K | $3.02 $2.92 | ▲ +3.48% | ▲ +3.47% | $2.82 (+6.62%) |
Oct 9, 2026 23d ago | 424B5 | $3.02 $2.92 | ▲ +3.48% | ▲ +3.47% | $2.82 (+6.62%) |
Aug 13, 2026 11w ago | Press Release | $2.49 $2.44 | ▲ +2.01% | ▲ +1.81% | $2.82 (−13.25%) |
Jul 23, 2026 14w ago | 8-K | $2.07 $1.90 | ▼ −8.21% | ▼ −8.31% | $2.82 (+36.23%) |
May 14, 2026 24w ago | 8-K | $2.14 $2.07 | ▲ +3.27% | ▲ +3.21% | $2.82 (−31.78%) |
Mar 31, 2026 30w ago | 8-K | $2.57 $2.45 | ▲ +4.63% | ▲ +4.71% | $2.82 (−9.73%) |
Mar 10, 2026 33w ago | Press Release | $2.51 $2.50 | ▼ −0.40% | ▼ −0.29% | $2.82 (+12.35%) |
Mar 5, 2026 34w ago | 8-K | $2.66 $2.60 | ▼ −2.26% | ▼ −3.10% | $2.82 (+6.02%) |
US Market Status
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