authID Inc. CEO Resigns; Interim CEO Appointed, Compensation Letters

What Happened
authID Inc. (AUID) filed an 8-K announcing that CEO Rhoniel A. Daguro notified the board on August 26, 2026 of his resignation as Chief Executive Officer effective September 4, 2026. The board accepted the resignation on August 28, 2026 and appointed Mr. Daguro Chairman of the Board effective immediately. The board also appointed Thomas R. Szoke, the company’s Chief Technology Officer, as Interim Chief Executive Officer effective September 4, 2026; Mr. Szoke will continue as CTO.

Key Details

• Mr. Szoke’s interim role: annual base salary increased to $300,000; immediate cash bonus of $10,000 (paid within five business days); additional $210,000 cash payable within five business days after closing of a defined “Corporate Transaction” if he remains CEO at closing.
• Mr. Daguro’s arrangements: monthly stipend to cover health premiums for up to 12 months; $400,000 cash payable within five business days after a closing of a defined “Corporate Transaction” if he remains Chairman; continued vesting of existing unvested options while he remains a director and extended exercisability to three years after he stops serving as a director.
• Equity grants to Daguro: options for 80,000 shares at an exercise price equal to 2x the Nasdaq closing price on Aug 28, 2026 (but not less than the Nasdaq price on grant date) and a warrant for up to 20,000 shares at $2.00 per share (two-year term) contingent on a $10,000 payment within six months. Grants subject to insider trading window.
• All non-salary payments under the letters are subject to tax withholding and are subordinate to amounts owed under the series of Senior Secured Debentures issued April 29, 2026. Daguro must provide a release of claims upon first payment (with certain exceptions).

Why It Matters
This is a leadership transition that could affect strategy and operations: the CEO role shifts internally to a co-founder and long-time executive (Thomas Szoke) while the prior CEO (Rhoniel Daguro) stays on the board as Chairman. The company also agreed to cash and equity-related payments tied to a potential “Corporate Transaction,” which could mean material cash outlays or equity dilution if such a transaction occurs. Notably, those payments are subordinate to secured debentures, and the filing warns of existing going-concern risks and uncertainty about completing any Corporate Transaction—facts investors should weigh when assessing near-term governance, cash needs, and potential dilution.