DEF 14A of Intellicheck, Inc., Apr 1, 2026

DEF 14A of Intellicheck, Inc.

Filed Apr 1, 2026 · FY20250001040896-26-000012

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Our Board of Directors has one class of directors, with each director elected annually for a term of one year. Unless specified to be voted otherwise, the persons named in the accompanying Proxy will vote for the election of the following persons as directors, all of whom are presently members of the Board of Directors, to hold office for the terms set forth below or until their respective successors have been elected and qualified. Each Proxy will be voted for the nominees named below. The nominees have consented to serve as directors if elected. The Board of Directors recommends that you elect the nominees identified below.

  2. ELECTION OF DIRECTORS

    | Name | Age | Position with the Company and Principal Occupation | Director Since | New Board Term Expires | | Guy L. Smith | 76 | Chairman of the Board of Directors | 2005 | 2027 | | Dondi Black | 50 | Director | 2022 | 2027 | | Gregory B. Braca | 62 | Director | 2022 | 2027 | | Dylan Glenn | 56 | Director | 2020 | 2027 | | David E. Ullman | 68 | Director | 2018 | 2027 | | Bryan Lewis | 63 | President, Chief Executive Officer and Director | 2020 | 2027 |

  3. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information with respect to each director and executive officer as of March 23, 2026:

  4. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position with the Company and Principal Occupation | Held Office Since | Current Board Term Expires | | Guy L. Smith | 76 | Chairman of the Board of Directors | 2005 | 2026 | | Dondi Black | 50 | Director | 2022 | 2026 | | Gregory B. Braca | 62 | Director | 2022 | 2026 | | Dylan Glenn | 56 | Director | 2020 | 2026 | | David E. Ullman | 68 | Director | 2018 | 2026 | | Bryan Lewis | 63 | President, Chief Executive Officer and Director | 2018 | 2026 | | Jonathan Robins | 64 | Chief Technology Officer | 2023 | N/A | | Adam Sragovicz | 56 | Chief Financial Officer | 2024 | N/A |

  5. DIRECTORS AND EXECUTIVE OFFICERS

    _______________________________________________________________________

  6. Business Experience

    Business Experience Guy L. Smith joined the Board of Directors in 2005 and was appointed Chairman effective November 14, 2018. Mr. Smith has more than 30 years of senior executive experience spanning global corporations, the U.S. government, and international NGOs, with deep expertise in reputation management, crisis communications, public affairs, and corporate governance. Mr. Smith spent 17 years as Executive Vice President of Diageo North America, where he led regulatory, legislative, and public affairs initiatives. Previously, he served as Chief Operating Officer of Hill & Knowlton International Public Relations and as VP Corporate Affairs for Philip Morris Companies Inc. (now Altria). He also served as Special Advisor to President William Jefferson Clinton on The White House staff. Mr. Smith has extensive humanitarian and nonprofit leadership experience, including service as Vice Chairman of AmeriCares and as a member of the Board of Directors of The Center for Democracy. He is the author of If It's Not Impossible, It's Not Interesting. We believe Mr. Smith is qualified to serve as a member of our Board due to his significant leadership experience at global corporations, within the U.S. government, and his expertise in reputation management and crisis communications. Dondi Black joined the Board of Directors September 14, 2022, where she chairs the Nominating and Corporate Governance Committee and is a member of the Audit Committee. Ms. Black is a senior fintech executive and board director with more than 30 years of experience across payments, banking, fraud and risk, wealth, and compliance. She currently serves as an Expert Consultant with Catalant, focusing on AI-driven product innovation, digital experiences, and governance for clients in fintech, financial services, and retail payments, and as a Council Member with GLG, advising on product governance and distribution innovation. Previously, she was Executive Vice President and Chief Product Officer at TSYS, a Global Payments company, and a Senior Strategist at FIS, leading global product strategy, modernization, and commercialization initiatives. She brings deep expertise in AI-enabled platforms, embedded finance, identity, and fraud prevention to her board and advisory work. Gregory B. Braca was appointed a member of the Board of Directors on September 14, 2022. Mr. Braca is the former President and CEO of TD Bank, one of the ten largest banks in the U.S. He started at TD Bank in 2002 and served as Chief Operating Officer and Head of Corporate and Specialty Banking, among other roles of increasing responsibility, prior to his ascending to his role as President and CEO. We believe that Mr. Braca is qualified to serve as a member of our Board of Directors due to his 30 plus years of extensive banking experience. Dylan Glenn was appointed a member of the Board of Directors on March 11, 2020. Mr. Glenn is a Senior Director at Eldridge, a diversified holding company headquartered in Greenwich, Connecticut, where he has been since October 2021. He is the former Chairman of Guggenheim KBBO Partners, Ltd., a Dubai-based joint venture partnership between the KBBO Group and Guggenheim Partners. Prior to this role, Mr. Glenn was Senior Managing Director of Guggenheim Partners, where he joined in 2005. While at Guggenheim Partners, Mr. Glenn worked in two capacities. First, he coordinated the aforementioned joint venture-Guggenheim KBBO Partners, Ltd., the merchant banking effort leveraging Guggenheim’s investment banking and asset management capabilities with an important strategic partner in the Middle East. Additionally, he led Guggenheim’s Government Relations efforts in Washington and was a Member of the Guggenheim Partners Public Affairs Committee. Prior to joining Guggenheim, Mr. Glenn served as Deputy Chief of Staff to Governor Sonny Perdue of Georgia. As a Deputy Chief of Staff, Mr. Glenn was responsible for all External Affairs. Mr. Glenn also served in the White House in Washington, D.C. as Special Assistant for President George W. Bush for Economic Policy. He was a member of the National Economic Council team advising the President on various economic issues. Mr. Glenn is a Director of the George W. Bush Presidential Center. He is a Director of the Renewable Energy Group (REGI), a leading global producer and supplier of renewable fuels like biodiesel, renewable diesel, renewable chemicals, and other products. Additionally, he serves on the Board of Managers of Stonebriar Commercial Finance based in Plano, Texas. Mr. Glenn is a Trustee of Davidson College, where he earned his B.A. and is also a Trustee of the Episcopal High School at Alexandria, Virginia. We believe that Mr. Glenn is qualified to serve on our Board of Directors due to his extensive experience in investment banking and asset management and in various roles at many different levels of government. David E. Ullman was appointed a member of the Board of Directors in January 2018. A seasoned retail executive, he spent nearly twenty years as Executive Vice President and Chief Financial Officer for billion-dollar retailer, manufacturer and e-commerce company, Jos. A. Bank Clothiers until it was acquired. Mr. Ullman had an instrumental role in strategic planning and growth initiatives as well as mergers and acquisitions, which led to more than a decade of sustained profitable growth and a six-fold increase in sales. The iconic retailer was acquired by Men’s Wearhouse in 2014 for $1.8 billion. He has also held executive positions with Arthur Andersen and $750 million catalogue company Hanover Direct. Most recently, from 2018 to the present, Mr. Ullman has served as Chief Operating Officer, Chief Financial Officer, and minority owner of Paul Fredrick Menstyle, a private retail company focused on designer and direct-to-consumer men’s apparel and related accessories. We believe that Mr. Ullman is qualified to serve on our Board of Directors due to his extensive business expertise with a strong focus on retail, strategic planning, and growth, as well as mergers and acquisitions. Bryan Lewis was appointed President and Chief Executive Officer in February 2018. Since March 11, 2020, Mr. Lewis has served as well as a member of the Company’s Board of Directors. Mr. Lewis has over 30 years of global leadership positions in sales and operations in the financial services and financial technology sectors with a demonstrated ability to scale both high-growth and under-performing companies to create significant shareholder value. Prior to joining Intellicheck, he was Chief Operating Officer of Third Bridge, Inc. where he oversaw the growth of the company from 100 to 600 employees and a CAGR of 56% in a four-year period. Previously, Mr. Lewis held senior leadership positions at BondDesk (sold to TradeWeb), TheMarkets.com (sold to Capital IQ), Reuters, Barra (sold to MSCI) and Bloomberg. He began his career as a bond trader. In March 2021, Garrett Gafke was appointed President and Mr. Lewis served solely as the Company’s Chief Executive Officer. Since the departure of Mr. Gafke in May 2023, Mr. Lewis has reassumed his role as the Company’s President in addition to his ongoing role as Chief Executive Officer. We believe that Mr. Lewis is qualified to serve on our Board of Directors due to his position as our Chief Executive Officer and President and his 30 plus years of global leadership positions in sales and operations in the financial services and financial technology sectors. Jonathan Robins was appointed Chief Technology Officer in October 2023 and was previously VP of Engineering since June 2023. From 1996 to 2012, Mr. Robins was CEO and Founder of Solidify Software, LLC. From 2012 to 2019, Mr. Robins was assistant vice president with Sun Life Financial. From 2019 to 2021, Mr. Robins was Developer, Baseball Systems with the Chicago Cubs. From 2021 to 2023, Mr. Robins was also the Lead Software Engineer with ForceMetrics.

  7. Business Experience

    Adam Sragovicz was appointed Chief Financial Officer in September 2024, having joined the Company as Senior Vice President of Finance in August 2024. Mr. Sragovicz previously served as Chief Financial Officer and a Director of Murphy Canyon Acquisition (Nasdaq: MURF) Company from 2021 until its business combination with Conduit Pharmaceuticals (Nasdaq: CDT) in September 2023, becoming Chief Financial Officer of Conduit Pharmaceuticals. Before Murphy Canyon and Conduit, Mr. Sragovicz served as the Chief Financial Officer of Presidio Property Trust, Inc. (Nasdaq: SQFT), a diversified REIT, and the Sponsor of Murphy Canyon Acquisition, from 2018 until 2023. Prior to joining Presidio Property Trust, Inc., Mr. Sragovicz served as Treasurer of Encore Capital Group from 2011 to 2017, where he was responsible for foreign exchange risk management, cash management, and capital markets. Mr. Sragovicz has also held advisory, finance and treasury management, and capital markets positions with KPMG, Union Bank of California / MUFG and Bank of America Merrill Lynch. Mr. Sragovicz was previously the Director of the Yale Alumni Schools Committee in San Diego, and served on the Board of Congregation Adat Yeshurun. Directors generally serve for a one-year term and hold office until the next annual meeting of stockholders following the conclusion of their term and the election and qualification of their successors. Executive officers are appointed by and serve at the discretion of the Board of Directors.

  8. EXECUTIVE COMPENSATION

    EXECUTIVE COMPENSATION This compensation discussion describes the material elements of compensation awarded to, earned by, or paid to each of Intellicheck’s executive officers who are considered named executive officers for the last completed fiscal year pursuant to SEC rules. This compensation discussion focuses on the information contained in the following tables and related footnotes and narrative for primarily the last completed fiscal year. The Compensation Committee currently oversees and, where appropriate or required by law, recommends to the Board of Directors, the design and administration of Intellicheck’s executive compensation program and compensation for the Board of Directors. The principal elements of Intellicheck’s executive compensation program are base salary, annual cash incentives, long-term equity incentives in the form of stock options and restricted stock units (“RSUs”), and other benefits. Intellicheck’s other benefits consist of reimbursed business travel and entertainment expenses, health insurance benefits, vacation pay, sick pay and a qualified 401(k) savings plan. Intellicheck’s philosophy is to position the aggregate of these elements at a level that is commensurate with Intellicheck’s size and performance.

  9. Compensation Program Objectives and Philosophy

    Compensation Program Objectives and Philosophy In General. The objectives of Intellicheck’s compensation programs are to: •attract, motivate, and retain talented and dedicated executive officers; •provide Intellicheck’s executive officers with both cash and equity incentives to further Intellicheck’s interests and those of Intellicheck’s stockholders; and •provide employees with long-term incentives so Intellicheck can retain them and provide stability during Intellicheck’s growth stage. In setting base salaries, the Compensation Committee generally reviews the individual contributions of the particular executive. Annual incentive compensation awards for 2025 have been paid in accordance with the Executive Compensation Bonus Plan approved by the Compensation Committee based on Company performance. In addition, stock options and RSUs are granted to provide the opportunity for long-term compensation based upon the performance of Intellicheck’s common stock over time. Competitive Marketplace for Talent. Intellicheck defines its competitive marketplace for executive talent and investment capital to be the technology and business services industries. Compensation Process. For each of Intellicheck’s named executive officers, the Compensation Committee reviews and approves, or recommends to the Board of Directors, all elements of compensation, taking into consideration recommendations from Intellicheck’s Chief Executive Officer (for compensation other than his own), as well as competitive marketplace guidance. Based upon its review, the Compensation Committee or, where applicable, the Board of Directors, approves salaries for executive officers. Salary level of each executive officer is determined on a case-by-case basis, considering the individual’s level of responsibilities and performance. All executive officer salaries are reviewed on an annual basis. Salary changes for executives are based primarily on their performance in supporting the strategic initiatives of the Chief Executive Officer, economic and competitive factors, meeting individual goals and objectives set by the Chief Executive Officer, and improving the operating efficiency of the Company. Also, where applicable, changes in the duties and responsibilities of each other executive officer may be considered in deciding on changes in annual salary. Annual Incentive Compensation. The Company maintains an annual incentive program for both executives and non-executives. Pursuant to the Company’s 2025 Omnibus Incentive Plan (the “Incentive Plan”), certain full time permanent employees of the Company, including the named executive officers, are eligible to receive cash bonuses based upon the achievement of certain corporate and individual performance goals during the fiscal year. These bonuses are designed to attract, motivate, retain, and reward the Company’s employees and executive team. For 2025, achievement for the named executive officers was tied to one financial metric, revenue. With respect to the financial metric, participant achievement can either be increased through an accelerator based on final results that exceed the approved budget for the fiscal year, or conversely, can be decreased through a decelerator if results do not achieve the approved budget. Accelerators do not have a cap, while decelerators have a floor of 80%. Under the Incentive Plan, our Chief Executive Officer has a bonus target equal to 80% of his annualized salary; our Chief Financial Officer has a bonus target equal to 60% of his annualized salary and our Chief Technology Officer has a bonus target equal to 50% of his annualized salary. A named executive officer must be a permanent full-time employee to qualify for participation in the Incentive Plan. These bonus target percentages remained unchanged from 2024. During 2025, cash was paid under the Executive Compensation Bonus Plan to Bryan Lewis, Adam Sragovicz, and Jonathan Robins in the amounts of $92,066, $61,371, and $41,899, respectively. Stock Option Grants. The Compensation Committee currently administers Intellicheck’s stock option and equity incentive program, including for executive officers. Under the program, the Compensation Committee grants options to purchase Common Stock with an exercise price of no less than the fair market value of the Common Stock on the date of grant. The Compensation Committee also grants RSUs. The Compensation Committee believes that providing stock options and RSUs to the executive officers, who are responsible for Intellicheck’s management and growth, gives them an opportunity to own Intellicheck stock and better aligns their interests with the interests of the stockholders. It also promotes retention of the officers because of the vesting provisions of the option grants and RSUs, and the potential for stock price appreciation. For these reasons, the Compensation Committee considers stock options and RSUs to be an important element of compensation when it reviews executive officer compensation. At its discretion, the Compensation Committee also grants options and RSUs based on individual and corporate achievements. Normally, the Chief Executive Officer makes a recommendation to the Compensation Committee for awards to be made to the other executive officers. The Compensation Committee approves grants made to the Chief Executive Officer and other executive officers and, in certain cases, recommends grants for approval by the entire Board. The Compensation Committee determines the number of shares underlying each stock option and RSUs grant based upon the executive officer’s and Intellicheck’s performance, the executive officer’s role, and responsibilities at Intellicheck and the executive officer’s base salary. Chief Executive Officer Compensation. Mr. Lewis’s annual base salary for 2025 was $412,000. Mr. Lewis may also receive an annual bonus based on reasonable objectives established by the Company’s Board of Directors. In addition, Mr. Lewis is entitled to receive benefits in accordance with the Company’s existing benefit policies and is reimbursed for Company expenses in accordance with the Company’s expense reimbursement policies. The determination of the base salary to be paid to the Chief Executive Officer was based on many factors including the position’s historical compensation and the relative compensation in comparison to the other existing senior executives in the Company. In deciding on future changes in the base salary of the Chief Executive Officer, the Compensation Committee will consider several performance factors. Among these are operating and administrative efficiency and the maintenance of an appropriately experienced management team. The Compensation Committee also evaluates the Chief Executive Officer’s performance in finding and evaluating new business opportunities to establish the most productive strategic direction for Intellicheck. Chief Financial Officer Compensation. Mr. Sragovicz’s annual base salary for 2025 was $357,500. Mr. Sragovicz may also receive an annual bonus based on reasonable objectives established by the Company’s Board of Directors. In addition, Mr. Sragovicz is entitled to receive benefits in accordance with the Company’s existing benefit policies and is reimbursed for Company expenses in accordance with the Company’s expense reimbursement policies. Chief Technology Officer Compensation. Mr. Robins’s annual base salary for 2025 was $300,000. Mr. Robins may also receive an annual bonus based on reasonable objectives established by the Company’s Board of Directors. In addition, Mr. Robins is entitled to receive benefits in accordance with the Company’s existing benefit policies and is reimbursed for Company expenses in accordance with the Company’s expense reimbursement policies.

  10. Severance Agreements

    Severance Agreements The Company’s employment agreement with Mr. Lewis provides for certain severance payments in the event Mr. Lewis is terminated without cause including payment of his base monthly salary for a period of eighteen (18) months following such termination, in addition to reimbursement for certain living expenses and relocation advances and expenses in certain situations. The Company’s employment agreement with Mr. Sragovicz also provides for certain severance payments in the event Mr. Sragovicz is terminated without cause including payment of his base monthly salary for a period of twelve (12) months following such termination, in addition to reimbursement for certain medical premiums for a period of up to twelve (12) months.

  11. INTELLICHECK SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Bryan Lewis | 2025 | 412,000 | — | 226,745 | 92,066 | 10,500(2) | 741,311 | | Chief Executive Officer and President | 2024 | 427,667 | 35,957 | 150,341 | 289,538 | 210,400(2)(3) | 1,113,903 | | Jonathan Robins | 2025 | 300,000 | — | 119,339 | 41,899 | — | 461,238 | | Chief Technology Officer | 2024 | 306,250 | — | 79,127 | 37,294 | — | 422,670 | | Adam Sragovicz | 2025 | 357,500 | — | 155,530 | 61,371 | 7,158(2) | 581,559 | | Chief Financial Officer | 2024 | 148,958 | — | 124,863 | — | 3,575(2) | 277,396 |

  12. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

  13. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | | Option Awards | | | | | Stock Awards | | | | No. of Securities Underlying Unexercised Options/Warrants | | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | No. of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested ($) | | Name | Exercisable | Unexercisable | | | | | | | Bryan Lewis | 38,932 | — | 11.50 | 03/10/21 | 03/10/26 | | | | Bryan Lewis | 24,591 | —(1) | 2.02 | 06/30/22 | 06/30/27 | | | | Bryan Lewis | 18,443 | —(1) | 2.53 | 06/30/22 | 06/30/27 | | | | Bryan Lewis | 24,672 | —(1) | 3.03 | 06/30/22 | 06/30/27 | | | | Bryan Lewis | 16,625 | —(1) | 2.70 | 03/03/23 | 03/03/28 | | | | Bryan Lewis | 33,250 | —(1) | 3.24 | 03/03/23 | 03/03/28 | | | | Bryan Lewis | 33,250 | —(1) | 3.78 | 03/03/23 | 03/03/28 | | | | Bryan Lewis | 44,333 | 22,167(1) | 1.81 | 03/15/24 | 03/15/31 | | | | Bryan Lewis | 22,167 | 11,083(1) | 1.99 | 03/15/24 | 03/15/31 | | | | Bryan Lewis | 22,167 | 11,083(1) | 2.17 | 03/15/24 | 03/15/31 | | | | Bryan Lewis | 48,767 | 97,533(1) | 2.60 | 04/25/25 | 04/25/32 | | | | Adam Sragovicz | 5,702 | 40,277 | 2.21 | 09/03/24 | 09/03/27 | | | | Adam Sragovicz | 33,450 | 66,901(1) | 2.60 | 04/25/25 | 04/25/32 | | | | Jonathan Robins | 20,000 | — | 2.44 | 08/16/23 | 08/16/28 | | | | Jonathan Robins | 32,083 | 2,917(1) | 2.44 | 06/26/23 | 06/26/28 | | | | Jonathan Robins | 23,333 | 11,667(1) | 1.81 | 03/15/24 | 03/15/31 | | | | Jonathan Robins | 11,667 | 5,833(1) | 1.99 | 03/15/24 | 03/15/31 | | | | Jonathan Robins | 11,667 | 5,833(1) | 2.17 | 03/15/24 | 03/15/31 | | | | Jonathan Robins | 25,667 | 51,333(1) | 2.60 | 04/25/25 | 04/25/32 | | |

  14. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    (1)The shares underlying these options vest at a rate of 33.33% on the first anniversary of the grant and the remainder in equal quarterly installments over the following two years.

  15. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company, utilizing the scaled disclosure requirements in Item 402(v) of Regulation S-K applicable to “smaller reporting companies”. For each year referenced in the tables below, the CEO (“Chief Executive Officer”) is Bryan Lewis. The non-CEO Named Executive Officers (“NEOs”) in 2025 were Jonathan Robins and Adam Sragovicz. The non-CEO Named Executive Officers (“NEOs”) in 2024 were Jeffrey Ishmael, Jonathan Robins, and Adam Sragovicz. The non-CEO NEOs in 2023 were Jeffrey Ishmael, Russell T. Embry, Garrett Gafke, and Jonathan Robins.

  16. PAY VERSUS PERFORMANCE

    | Year (a) | Summary Compensation Table Total for CEO (b)(1)(4) | Compensation Actually Paid to CEO (c)(2) | Average Summary Compensation Table Total for Non-CEO Named Executive Officers (d)(4) | Average Compensation Actually Paid to Non-CEO Named Executive Officers (e)(5) | Value of Initial Fixed $100 Investment Based On Company Total Shareholder Return (“TSR”) (f)(3) | Net Income (loss) (h) | | 2025 | $741,311 | $1,521,753 | $521,399 | $985,080 | $334.00 | $1,273,000 | | 2024 | $1,113,903 | $1,236,136 | $315,988 | $301,622 | $140.00 | $(918,000) | | 2023 | $1,098,749 | $987,762 | $497,334 | $424,280 | $95.00 | $(1,980,000) |

  17. PAY VERSUS PERFORMANCE

    (1)This column (b) represents the amount of total compensation reported for Mr. Lewis (our CEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Please refer to the Executive Compensation Tables section of this Proxy Statement. (2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” (CAP) to Mr. Lewis, as computed in accordance with Item 402(v) of Regulation S-K, for the applicable year. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Lewis during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments that were made to Mr. Lewis’s total compensation for each year to determine the compensation actually paid can be found on the subsequent two tables on the following page: (3)To include the TSR for each covered year per Item 402(v)(2)(iv). The measurement point is from the last trading day before the Company’s earliest year to be included on the table (i.e. here the Measurement Period would be from January 1, 2023 to December 31, 2025. The amounts included in Column (f) are the TSR based on an initial investment of $100.) (4)Amounts in this column represent the “Total” column set forth in the Summary Compensation Table (“SCT”) on page 14. See the footnotes to the SCT for further detail regarding the amounts in these columns. (5)The dollar amounts reported in column (e) represent the amounts of “compensation actually paid.” to NEOs not including Mr. Lewis. The amounts are computed in accordance with Item 402(v) of Regulation S-K by deducting and adding the following amounts from the “Total” column of the SCT (pursuant to SEC rules, fair value at each measurement date is computed in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under GAAP):

  18. PAY VERSUS PERFORMANCE

    | 2025 | CEO | Non-CEO NEOs | | SCT Total | $741,311 | $521,399 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (226,745) | (137,435) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 683,479 | 414,270 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 195,270 | 114,464 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 128,438 | 72,382 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | — | | Compensation Actually Paid | $1,521,753 | $985,080 |

  19. PAY VERSUS PERFORMANCE

    | 2024 | CEO | Non-CEO NEOs | | SCT Total | $1,113,903 | $315,988 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (186,298) | (61,145) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 228,538 | 50,210 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | 35,887 | 1,858 | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | — | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 44,106 | 7,896 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | (13,185) | | Compensation Actually Paid | $1,236,136 | $301,622 |

  20. PAY VERSUS PERFORMANCE

    | 2023 | CEO | Non-CEO NEOs | | SCT Total | $1,098,749 | $497,334 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (211,763) | (89,471) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 94,120 | 21,058 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (21,841) | (7,704) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | — | 62,269 | | + Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | 28,497 | 4,596 | | - Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | — | (63,802) | | Compensation Actually Paid | $987,762 | $424,280 |

  21. Pay Versus Performance Narrative Disclosure

    Pay Versus Performance Narrative Disclosure In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table on CAP and each of total shareholder return (“TSR”) and net loss. We do not utilize TSR and net income (loss) in our executive compensation program. However, we do utilize several other performance measures to align executive compensation with our performance. As described in more detail above in the section “Executive Compensation” part of the compensation our NEOs are eligible to receive consists of annual performance-based cash bonuses that are designed to provide appropriate incentives to our executives to achieve defined annual corporate goals and to reward our executives for individual achievement towards these goals, subject to certain employment criteria. Additionally, we view equity awards, in the form of ISOs or RSUs, to be an integral part of our executive compensation program, as related to company performance although not directly tied to TSR, because they provide value only if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These stock option awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term. The following graph illustrates the relationship during 2023-2025 of the CAP for our CEO and non-CEO NEOs as calculated pursuant to SEC rules to our TSR. The following graph illustrates the relationship during 2023-2025 of the CAP for our CEO and non-CEO NEOs in relation to the Company’s net income (loss).

  22. Pension Benefits

    Pension Benefits The Company does not sponsor any qualified or non-qualified defined benefit plans.

  23. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation Intellicheck does not maintain any non-qualified defined contribution or deferred compensation plans. Intellicheck sponsors a tax qualified defined contribution 401(k) plan in which Mr. Lewis and Mr. Sragovicz participated in during 2025. Intellicheck made a matching contribution to the plan equal to 50% of the first 6% an employee contributes into the plan.

  24. Compensation of Directors

    Compensation of Directors The following table sets forth certain information concerning compensation of Intellicheck’s directors who served in 2025.

  25. Compensation of Directors

    | Name and Principal Position | Fees Paid in Cash ($) | Option Awards ($) (1) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Guy L. Smith, Director | — | — | 120,000 | — | 120,000 | | Dylan Glenn, Director | 37,500 | — | 65,000 | — | 102,500 | | Dondi Black, Director | 80,000 | — | 20,000 | — | 100,000 | | Greg B. Braca, Director | 87,500 | — | 25,000 | — | 112,500 | | David E. Ullman, Director | 75,000 | — | 37,500 | — | 112,500 |

  26. Compensation of Directors

    (1)The amounts reported in the “Stock Awards” columns reflects the aggregate grant date fair value of awards computed in accordance with ASC 718. See Note 9 of the Notes to Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025, for information regarding assumptions underlying the valuation of equity awards. (2)No other compensation, including perquisites more than $10,000 was paid to any of the directors. Director compensation is set by the Board of Directors upon the recommendation of the Corporate Governance Committee. For fiscal year 2025, non-employee directors received a total base annual fee of $100,000 for services provided throughout the year. The Chairman received an additional annual fee of $20,000. The Company reimburses directors for reasonable out-of-pocket expenses incurred in connection with attendance at board meetings. In February 2021, to assess the competitiveness of our director compensation program and at the suggestion of the Nominating and Governance Committee, the Board reviewed director compensation programs at companies similar to the market capitalization and industry of the Company. Following that review, the Board determined to increase the fees paid to our directors from $60,000 for a director and $80,000 for the Chairman to $100,000 for a director and $120,000 for the Chairman, effective as of the 2021 Annual Meeting. The Board determined that the increase would enhance its ability to retain and recruit directors. In addition, to further align the interests of the directors with our stockholders, the Board determined that one half of the increase would be paid only in the form of shares of our common stock. Going forward, the Board intends to increase or decrease director compensation to remain consistent with companies similar to its industry and market capitalization. The Board currently intends that any such future increase would be in the form of shares of our common stock, to further align the interests of the directors with our stockholders.