🔥 What This Document Is — Your Voting Instruction Manual

This is a DEF 14A, also called a Proxy Statement. Think of it as a detailed voter guide and ballot for Intellicheck's shareholders. The company is asking its owners (shareholders) to vote on several key issues at its upcoming annual meeting. This document provides all the information you need to make those decisions.

👉 In short: It’s a "Here’s what we did, here’s who’s in charge, and here’s what we need you to vote on" report from the company to its owners.

📅 The Big Meeting: Logistics

When: Thursday, May 7, 2026, at 1:00 p.m. Eastern Time.
Where: Completely virtual via webcast at https://www.cstproxy.com/intellicheck/2026.
Who Can Vote: You must own Intellicheck stock (ticker: IDN) by the close of business on March 23, 2026 (the "Record Date").
How Many Shares: As of the record date, there were 20,239,060 shares of common stock outstanding. Each share gets one vote.

🗳️ The 5 Things You're Voting On

The core of the meeting is voting on these proposals:

Elect Directors: Vote to elect six people to the board for one-year terms.
Ratify the Accountants: Vote to approve the hiring of Forvis Mazars, LLP as the company's independent auditor for 2026.
"Say on Pay" (Advisory): Give a non-binding vote to approve how the top executives are paid.
"Say on Frequency" (Advisory): Give a non-binding vote on how often you want to vote on executive pay in the future (every 1, 2, or 3 years).
Other Business: Any other matters that might come up at the meeting.

👉 Important: Proposals 3 & 4 are advisory (non-binding). The company will consider your opinion but isn’t legally required to follow it. Proposal 2 (auditors) typically passes easily.

👥 Meet the Leadership: Director Nominees

The board has six nominees, all currently serving. If elected, they'll serve until the 2027 annual meeting.

Guy L. Smith (76) – Chairman. Longtime board member with a deep background in corporate communications, government, and crisis management.
Dondi Black (50) – Fintech and payments expert, former executive at TSYS and FIS.
Gregory B. Braca (62) – Former President and CEO of TD Bank, brings over 30 years of banking experience.
Dylan Glenn (56) – Senior Director at Eldridge; has experience in investment banking and government (White House, Georgia Governor's office).
David E. Ullman (68) – Seasoned retail and e-commerce CFO, formerly of Jos. A. Bank Clothiers.
Bryan Lewis (63) – Current President & CEO. Has led the company since 2018 and brings over 30 years of fintech leadership.

👉 Why it matters: The board oversees the company's strategy and holds management accountable. These individuals bring a mix of banking, retail, fintech, and corporate governance expertise.

💰 Executive Compensation Deep Dive

This section details how the top executives were paid in 2025.

2025 Pay Highlights:

Bryan Lewis (CEO): Base salary of $412,000. Total compensation reported was $741,311, which included a cash bonus of $92,066 and the grant-date value of new stock options worth $226,745.
Adam Sragovicz (CFO): Base salary of $357,500. Total compensation was $581,559.
Jonathan Robins (CTO): Base salary of $300,000. Total compensation was $461,238.

How Their Pay is Structured:

Base Salary: Fixed annual pay.
Annual Cash Bonus: Tied to hitting revenue targets. The CEO's target bonus is 80% of his salary, the CFO's is 60%, and the CTO's is 50%.
Long-Term Incentives (Stock Options/RSUs): The biggest piece of potential compensation. Options/RSUs vest over time (usually 3 years), aligning executives' interests with shareholders' by making their pay dependent on the stock price rising.

"Pay vs. Performance" Table: This new SEC-required section tries to show the link between executive pay and company performance. For 2025, it shows that while the CEO's reported compensation was $741k, his "compensation actually paid" (which adjusts for the changing value of his unvested stock) was much higher at $1.5 million, reflecting a strong stock performance.

🏢 Company Snapshot & Board Governance

What They Do: Intellicheck (IDN) is a technology company that provides digital identity verification and authentication solutions. Their products help businesses prevent fraud and reduce risk.
Board Structure: The CEO and Chairman roles are separate. The Chairman (Guy Smith) is independent. All board committees are made up of independent directors.
Committee Work: The board has three key committees:
- Audit Committee: Oversees financial reporting and auditors. Chaired by David Ullman.
- Compensation Committee: Sets pay for executives and directors. Chaired by Dylan Glenn.
- Nominating & Governance Committee: Finds director candidates and reviews governance. Chaired by Dondi Black.

📊 Other Key Details & Proposals

Auditor Fees & Ratification (Proposal 2): The company paid $491,000 in audit fees and $45,000 in tax-related fees to Forvis Mazars, LLP for 2025. Shareholders are being asked to ratify their appointment for 2026.
Director Pay: Non-employee directors earn a total base annual fee of $100,000, with the Chairman receiving $120,000. At least half is paid in company stock to align their interests with shareholders.
Major Shareholders: Two entities own over 5% of the company:
- Bleichroeder LP: 10.25%
- Vanguard Group Inc.: 5.11%
No Anti-Takeover Defenses: The company confirms its documents do not contain any major "poison pill" or anti-takeover provisions.

🧠 The Analogy

Imagine Intellicheck is a ship. The annual meeting is when the shareholders (the owners) gather. The Proxy Statement is the agenda and captain's report. You're voting to re-approve your captains (the Directors), review the ship's bookkeeping firm (Auditors), and give a thumbs-up or thumbs-down on how well the First Mate and Engineers (Executive Team) are being rewarded for keeping the ship on course and profitable.

📇 Key Contacts & People

Chairman of the Board: Guy L. Smith
President & CEO: Bryan Lewis
CFO & Investor Relations Contact: Adam Sragovicz (Email/Address: 200 Broadhollow Road, Suite 207, Melville, NY 11747)
CTO: Jonathan Robins
Independent Auditor: Forvis Mazars, LLP
Transfer Agent (for meeting login/control numbers): Continental Stock Transfer & Trust Company, (212) 509-4000 or [email protected]

🧩 Final Takeaway

This proxy statement sets the stage for a routine annual meeting where shareholders will re-elect a board with deep financial and operational expertise, ratify the company's auditors, and voice their opinion on executive pay. The compensation structure heavily ties the fortunes of the leadership team to the company's stock performance through equity awards.

Intellicheck, Inc. — DEF 14A Filing