Trust Stamp is an artificial intelligence company that primarily develops proprietary identity solutions to help determine whether an individual is who they say they are and that they can be trusted, including Trust Stamp’s AI-powered facial biometrics that establish proof of life and are resistant to presentation attacks. The Group’s solutions revolve around a proprietary process by which a deep neural network irreversibly converts biometric and other identifying data, from any source, into an Irreversibly Transformed Identity Token (IT2) that can be matched, deduplicated and verified while protecting sensitive identity information. This hash is unique to the user but cannot be reverse engineered and rebuilt into the user’s face or other biometric data.
Names of Directors and Biographical Details
David StoryExecutive Chairman
Gareth GennerChief Executive Officer
Mark BirschbachNon-Executive Director
William (“Billy”) D’ArcyIndependent Non-Executive Director
Stacia HyltonIndependent Non-Executive Director
Sarah-Jill LennardIndependent Non-Executive Director
Jane Karwoski McCrackenIndependent Non-Executive Director
Joshua AllenExecutive Director
William ("Bill") McClintockNon-Executive Director
The Board has established an Audit Committee, a Remuneration Committee, a Nomination Committee and a Disclosure Committee, with formally delegated duties and responsibilities as described below.
The Audit Committee comprises Jane Karwoski McCracken, Billy D’Arcy and Stacia Hylton and will be chaired by Stacia Hylton. The Audit Committee will, inter alia, determine and examine matters relating to the ﬁnancial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the annual audit. It will receive and review reports from management and the Company’s auditors relating to the half yearly and annual accounts and the accounting and internal control systems in use throughout the Group.
The Remuneration Committee comprises Billy D’Arcy, Mark Birschbach and Sarah-Jill Lennard and will be chaired by Billy D’Arcy. The Remuneration Committee will, inter alia, review and make recommendations in respect of the Directors’ remuneration and beneﬁts packages, including share options and the terms of their appointment.
The Nomination Committee comprises Mark Birschbach, Sarah-Jill Lennard and Jane Karwoski McCracken and will be chaired by Mark Birschbach. The Nomination Committee will consider the selection and re-appointment of Directors. It will identify and nominate candidates to ﬁll Board vacancies and review regularly the structure, size and composition (including the skills, knowledge and experience) of the Board and make recommendations to the Board with regard to any changes, identifying and nominating for Board approval members of the Board, succession planning for Board members and overseeing the evaluation of the Board.
The Disclosure Committee comprises Chief Executive Officer, Gareth Genner, the Chief Financial Officer and Secretary, Alex Valdes, and the Company's Legal Assistant, Clara Werner. The Disclosure Committee will be responsible for ensuring that the Company makes timely and accurate disclosure of all information that is required to be disclosed to meet its disclosure obligations under the Market Abuse Regulation and the Euronext Growth Rules.
The Directors recognise the importance of sound corporate governance and, given the Group’s size and constitution of the Board, complies with the principles set out in the QCA Corporate Governance Code. The QCA Corporate Governance Code was devised by the QCA, in consultation with a number of signiﬁcant institutional small company investors, as an alternative corporate governance code applicable to growing companies and has become a widely recognised benchmark for corporate governance of small and mid-sized quoted companies.
- Admission Document [8 December 2020]
Corporate Announcements and Shareholder Circulars
- Trust Stamp Announces Director Appointments [8 January 2021 7:00]
- Trust Stamp Announces Key Leadership Appointments [21 December 2020 7:00]
- Pre-Admission Announcement - Euronext Growth Schedule One [3 December 2020 15:25]
- Pre-Admission Announcement - Euronext Growth [20 November 2020 07:02]
Country of Incorporation & Main Country of Operation
T Stamp Inc. is incorporated in the State of Delaware in the U.S, with its principal operations in the U.S, & the UK. The rights of the shareholders are governed by Delaware law and by the Company's amended and restated certificate of incorporate and bylaws may be different from the rights of shareholders in an Irish incorporated company.
Current Constitutional Documents
Details of other exchanges or trading platforms
The company’s 3,588,651 shares of Class A Common Stock are admitted to trading on the Euronext Growth market of Euronext Dublin.
Details, if any, of restriction on the transfer of shares
There are no restrictions on the transfer of Common Shares.
Number of admitted securities in issue, % of admitted securities not in public hands[Last updated: 8 December 2020]
Shares of Class A Common Stock in issue: 3,588,651
Percent not in public hands: 55.6%
Significant shareholders[Last updated: 8 December 2020]
|Shareholder||Common Shares Held||Shareholding %|
|FSH Capital LLC||505,247||14.1%|
|Brent De Jong||274,493||7.7%|
The Company is incorporated in the State of Delaware in the United States and, for purposes of the Irish Takeover Rules, the Company is not resident in Ireland. As a result, although the Common Shares will be admitted to trading on Euronext Growth, the Company is not subject to the provisions of the Irish Takeover Rules.
Nominated Adviser, Euronext Growth Adviser & Joint Broker
Davy House 49 Dawson Street Dublin 2, D02 PY05 Ireland
Irish Legal Advisor
2 Grand Canal Square Dublin 2 D02 A342
US Legal Advisor
CrowdCheck Law LLP
1423 Leslie Ave, Alexandria, VA 22301 United States
Auditor to the Company
Certified public accounting firm 1075 Peachtree Street NE, Suite 2200 Atlanta, GA 30309 United States
Euroclear UK & Ireland Limited
33 Cannon Street London EC4M 5SB United Kingdom