DEF 14A of Intellicheck, Inc., Apr 10, 2024

DEF 14A of Intellicheck, Inc.

Filed Apr 10, 2024 · FY20230001628280-24-015623

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 | 74 | Chairman of the Board of Directors | 2005 | 2025 | | Dondi Black | 48 | Director | 2022 | 2025 | | Gregory B. Braca | 60 | Director | 2022 | 2025 | | Dylan Glenn | 54 | Director | 2020 | 2025 | | David E. Ullman | 66 | Director | 2018 | 2025 | | Bryan Lewis | 62 | President, Chief Executive Officer and Director | 2020 | 2025 |

  3. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS Jack A. Davis and William P. Georges, two of the Company’s non-executive directors, will not be standing for re-election at the Annual Meeting and will therefore cease to be directors of the Company with effect from the date of the Annual Meeting. Effective immediately upon the close of the Annual Meeting, the size of our Board of Directors will be reduced from 8 to 6 directors. The following table sets forth certain information with respect to each director and executive officer as of April 5, 2024:

  4. DIRECTORS AND EXECUTIVE OFFICERS

    | Name | Age | Position with the Company and Principal Occupation | Held Office Since | Current Board Term Expires | | Guy L. Smith | 74 | Chairman of the Board of Directors | 2005 | 2024 | | Dondi Black | 48 | Director | 2022 | 2024 | | Gregory B. Braca | 60 | Director | 2022 | 2024 | | Jack A. Davis | 77 | Director | 2014 | 2024 | | William P. Georges | 70 | Director | 2014 | 2024 | | Dylan Glenn | 54 | Director | 2020 | 2024 | | David E. Ullman | 66 | Director | 2018 | 2024 | | Bryan Lewis (1) | 62 | President, Chief Executive Officer and Director | 2018 | 2024 | | Jonathan Robins | 62 | Chief Technology Officer | 2023 | N/A | | Jeffrey Ishmael | 56 | Chief Financial Officer and Chief Operating Officer | 2022 | N/A |

  5. DIRECTORS AND EXECUTIVE OFFICERS

    (1) With the departure of former President Garrett Gafke, Bryan Lewis reassumed his role as President on May 16, 2023. _______________________________________________________________________

  6. 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. Generally, the compensation of Intellicheck’s executive officers is composed of a base salary, an annual incentive compensation award and equity awards in the form of stock options and Restricted Stock Units (“RSU’s”). In setting base salaries, the Compensation Committee generally reviews the individual contributions of the particular executive. Annual incentive compensation awards for 2022 and 2023 have been paid in accordance with the Executive Compensation Bonus Plan approved by the Compensation Committee based on expected Company performance. In addition, stock options are granted to provide the opportunity for long-term compensation based upon the performance of Intellicheck’s common stock over time. Intellicheck generally intends to qualify executive compensation for deductibility without limitation under Section 162(m) of the Internal Revenue Code. Section 162(m) provides that, for purposes of the regular income tax and the alternative minimum tax, the otherwise allowable deduction for compensation paid or accrued with respect to a covered employee of a publicly held corporation (other than certain exempt performance-based compensation) is limited to no more than $1.0 million per year. The non-exempt compensation paid to any of our executive officers for fiscal 2023 as calculated for purposes of Section 162(m) did not exceed the $1.0 million limit. 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 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 approves salaries for executive officers. The Compensation Committee sets the salary level of each executive officer 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 2015 Omnibus Incentive Plan (the “Incentive Plan”), certain full time permanent employees of the Company, including the Company’s Executive team 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. Under the Incentive Plan, achievement is tied to two financial metrics, revenue and adjusted EBITDA. With the exception of the Chief Executive Officer, the Executive level participants have a third achievement component tied to individual objectives reviewed and approved by the Chief Executive Officer. For non-executive participants in the Plan achievement is tied to the revenue metric and individual objectives as defined and reviewed with their managers. For non-executive participants of the Plan, 50% of the targeted bonus is based on the revenue metric and 50% is based on individual objectives. With respect to the two financial metrics, 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 have a cap of 117%, 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. Executive Officer Bonuses. During 2023, cash and RSUs were paid under the Executive Compensation Bonus Plan to the Chief Executive Officer and President, Chief Financial Officer and Chief Operating Officer, Former Chief Technical Officer and Former President in the amounts of $484,487, $251,034, $187,785, and $84,580, respectively. Of these amounts, the Chief Executive Officer and President, Chief Financial Officer and Chief Operating Officer, Former Chief Technical Officer and Former President received cash payments of $484,487 $24,789, $187,785 and $84,580, respectively. The Chief Financial Officer and Chief Operating Officer was initially awarded stock options as part of his bonus compensation in 2022 which were modified into RSUs that immediately vested and had a fair value of $226,245 on March 29, 2023. See the Company’s Current Report on Form 8-K, filed with the SEC on March 31, 2023, for more details. During 2022, cash and Performance Stock Units (“PSUs”) were paid under the Executive Compensation Bonus Plan to the Chief Executive Officer, former President, former Chief Technical Officer and former Chief Financial Officer and Chief Operating Officer in the amounts of $567,975, $152,138, $188,435, and $169,701, respectively. Of these amounts, the Chief Executive Officer, former President, former Chief Technical Officer and former Chief Financial Officer and Chief Operating Officer received cash payments of $332,785, $152,138, $117,029 and $169,701, respectively. The Chief Executive Officer and former Chief Technical Officer were awarded vested PSUs upon achievement of predetermined corporate objectives related to market conditions of the Company’s share price and those equity awards were, on their amended grant dates, assigned a fair value of $235,190 and $71,406, respectively using a Monte Carlo simulation model More details about these PSUs and the relevant achievements can be found in the footnotes of the Summary Compensation Table and the “Grants of Plan-Based Awards” table. Stock Option Grants. The Compensation Committee currently administers Intellicheck’s stock option and equity incentive plans for executive officers, employees, consultants, and outside directors. Under the plans, 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 believes that providing stock options 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 the potential for stock price appreciation.

  7. Compensation Program Objectives and Philosophy

    For these reasons, the Compensation Committee considers stock options to be an important element of compensation when it reviews executive officer compensation. At its discretion, the Compensation Committee also grants options based on individual and corporate achievements. Normally, the Chief Executive Officer makes a recommendation to the Committee for awards to be made to the other executive officers. The 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 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 receives an annual base salary of $400,000. 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. Effective March 2024, Mr. Lewis’s annual base salary was increased to $412,000. 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. Ishmael receives a base salary of $325,000. Mr. Ishmael may also receive an annual bonus based on reasonable objectives established by the Company’s Board of Directors. In addition, Mr. Ishmael 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. In connection with his appointment as Chief Financial Officer in May 2022, Mr. Ishmael was awarded an aggregate of 291,228 Incentive Stock Options (“ISOs”) in two grants, with an exercise price of $1.71, of which 91,228 ISOs would have fully vested on March 31, 2023 and the remaining 200,000 ISOs vest in full over the next 3 years from the date Mr. Ishmael was appointed Chief Financial Officer. Effective March 2024, Mr. Ishmael’s annual base salary was increased to $357,500. On March 31, 2023, the Company filed a Current Report on Form 8-K with the SEC to disclose Mr. Ishmael’s surrender of the first tranche of 91,228 in-the-money ISOs mentioned above for cancellation and the issuance of 91,228 RSUs that maintain the same vesting schedule as the ISOs that were surrendered for cancellation. The modification of these equity awards resulted in 91,228 newly issued RSUs with a grant price of $2.48 per share and a grant date of March 29, 2023.

  8. Severance Agreements

    Severance Agreements The Company’s 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. Ishmael also provides for certain severance payments in the event Mr. Ishmael is terminated without cause including payment of his base monthly salary for a period of twelve (12) months following such termination. The Company’s separation agreement with Mr. Gafke provided certain severance payments following the termination of Mr. Gafke’s employment with the company including payment of his base monthly salary for a period of twelve (12) months. The Company’s separation agreement with Mr. Embry provided certain severance payments following the termination of Mr. Embry’s employment with the company including payment of $112,500 paid in equal installments over a period of six (6) months.

  9. INTELLICHECK SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1)(4) | Option Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Russell T. Embry (6) | 2023 | 168,750 | 187,785 | — | 35,824 | 77,080(3)(9) | 469,439 | | Former Chief Technology Officer | 2022 | 225,000 | 117,029 | 71,406 | 29,205 | 6,469(3) | 449,109 | | Bryan Lewis (7) | 2023 | 400,000 | 484,487 | — | 211,763 | 2,500(3) | 1,098,750 | | Chief Executive Officer and President | 2022 | 400,000 | 332,785 | 235,190 | 131,092 | 7,833(3) | 1,106,900 | | Jeffrey Ishmael(2) | 2023 | 325,000 | 24,789 | 226,245(8) | 123,803 | 5,281(3) | 705,118 | | Chief Financial Officer and Chief Operating Officer | 2022 | 189,583 | — | — | 284,936(8) | — | 474,519 | | Jonathan Robins(11) | 2023 | 129,735 | — | — | 74,460 | — | 204,195 | | Chief Technology Officer | 2022 | — | — | — | — | — | — | | Garrett Gafke (5) | 2023 | 172,915 | 84,580 | — | 123,795 | 229,292(3) (10) | 610,582 | | Former President | 2022 | 325,000 | 152,138 | — | 81,775 | 7,109(3) | 566,022 |

  10. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

  11. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    | | Option Awards | | | | Stock Awards | | | | No. of Securities Underlying Unexercised Options/Warrants | | Option Exercise Price ($) | Option Expiration Date | No. of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested ($) | | Name | Exercisable | Unexercisable | | | | | | Bryan Lewis | 184,581 | —(1) | 2.68 | 03/03/24 | | | | Bryan Lewis | 35,688 | 3,244(2) | 11.50 | 03/10/26 | | | | Bryan Lewis | 22,700 | 22,700(2) | 2.02 | 06/30/27 | | | | Bryan Lewis | 17,025 | 17,025(2) | 2.53 | 06/30/27 | | | | Bryan Lewis | 17,025 | 17,025(2) | 3.03 | 06/30/27 | | | | Bryan Lewis | — | 66,500(2) | 2.70 | 03/03/28 | | | | Bryan Lewis | — | 33,250(2) | 3.24 | 03/03/28 | | | | Bryan Lewis | — | 33,250(2) | 3.78 | 03/03/28 | | | | Bryan Lewis | | | | | 6,835(5) | 12,987 | | Jeffrey Ishmael | 125,000 | 75,000(4) | 1.71 | 05/13/27 | | | | Jeffrey Ishmael | — | 38,878(2) | 2.70 | 03/03/28 | | | | Jeffrey Ishmael | — | 19,439(2) | 3.24 | 03/03/28 | | | | Jeffrey Ishmael | — | 19,439(2) | 3.78 | 03/03/28 | | | | Jonathan Robins | 20,000 | —(3) | 2.44 | 06/26/28 | | | | Jonathan Robins | — | 35,000(2) | 2.44 | 08/16/28 | | |

  12. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END TABLE

    (1)The shares underlying these options vested at a rate of 33.33% per year after the 2nd year anniversary of the date of the grant. (2)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. (3)The shares underlying these options vested immediately on the date of the grant. (4)50% of the shares underlying these options vest on the first anniversary of the grant date and the remainder in equal quarterly installments over the following two years. (5)These RSUs were granted in March 2021. These RSUs that were granted to the executive, one-third vested upon the first anniversary of the date of grant and the remaining in quarterly installments over the following two years. Reflects the market value of the RSUs that have not vested computed by multiplying $1.90, which was the closing market price of the Company’s stock on December 31, 2023, by the number of RSUs that had not vested as of December 31, 2023.

  13. 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 2023 were Jeffrey Ishmael, Russell T. Embry, Garrett Gafke, and Jonathan Robins. The non-CEO NEOs in 2022 were Jeffrey Ishmael, Russell T. Embry, Garrett Gafke, and Bill White. The non-CEO NEOs in 2021 were Russell T. Embry, Garrett Gafke, and Bill White.

  14. 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) | | 2023 | $1,089,749 | $987,762 | $497,334 | $424,279 | $16.66 | $(1,980,000) | | 2022 | $1,106,900 | $574,614 | $481,341 | $390,338 | $17.54 | $(4,159,000) | | 2021 | $2,222,365 | $(144,876) | $1,150,985 | $558,496 | $40.51 | $(7,478,000) |

  15. 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, 2021 to December 31, 2023. 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):

  16. PAY VERSUS PERFORMANCE

    | 2023 | CEO | Non-CEO NEOs | | SCT Total | $1,098,750 | $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 | $987,763 | $424,280 |

  17. PAY VERSUS PERFORMANCE

    | 2022 | CEO | Non-CEO NEOs | | SCT Total | $1,106,900 | $481,341 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (366,282) | (116,826) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 109,233 | 101,649 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (269,535) | (46,819) | | + 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 | (240,892) | (147,633) | | - 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 | 235,189 | 118,626 | | Compensation Actually Paid | $574,613 | $390,338 |

  18. PAY VERSUS PERFORMANCE

    | 2021 | CEO | Non-CEO NEOs | | SCT Total | $2,222,365 | $1,150,985 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | (1,493,005) | (773,296) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | 382,434 | 268,590 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | (1,023,248) | (30,667) | | + Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | 310,614 | 102,322 | | + 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 | (202,823) | (2,651) | | - 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 | (341,213) | (156,788) | | Compensation Actually Paid | $(144,876) | $558,495 |

  19. 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 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 PSUs, 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 graphs illustrates the relationship during 2021-2023 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 2021-2023 of the CAP for our CEO and non-CEO NEOs in relation to the Company’s net losses.

  20. Pension Benefits

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

  21. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation Intellicheck does not maintain any non-qualified defined contribution or deferred compensation plans. The Compensation Committee, which is comprised solely of “outside directors” as defined for purposes of Section 162(m) of the Code, may elect to provide Intellicheck’s officers and other employees with non-qualified defined contribution or deferred compensation benefits if the Compensation Committee determines that doing so is in the company’s best interests. Intellicheck sponsors a tax qualified defined contribution 401(k) plan in which Mr. Embry, Mr. Lewis, Mr. Gafke and Mr. Ishmael participated in during 2023. Intellicheck made a matching contribution to the plan equal to 50% of the first 6% an employee contributes into the plan.

  22. Compensation of Directors

    Compensation of Directors The following table sets forth certain information concerning compensation of Intellicheck’s directors who served in 2023.

  23. 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 | | Emil R. Bedard, Director (3) | 20,000 | — | 5,000 | — | 25,000 | | Jack A. Davis, Director | 80,000 | — | 20,000 | — | 100,000 | | William P. Georges, Director | 80,000 | — | 20,000 | — | 100,000 | | Dylan Glenn, Director | 47,500 | — | 52,500 | — | 100,000 | | Dondi Black, Director | 80,000 | — | 20,000 | — | 100,000 | | Greg B. Braca, Director | — | — | 100,000 | — | 100,000 | | David E. Ullman, Director | 80,000 | — | 20,000 | — | 100,000 |

  24. Compensation of Directors

    (1)The amounts reported in the “Option Awards” and “Stock Awards” columns reflect 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 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. (3)Emil R. Bedard resigned from the Board of Directors, effective March 31, 2023. Director compensation is set by the Board of Directors upon the recommendation of the Corporate Governance Committee. For fiscal year 2023, 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.