Intellicheck, Inc.
For the period ended Apr 11, 2025. Filed Apr 11, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 11, 2025 · Filed Apr 11, 2025
Contents
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 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. The non-CEO NEOs in 2022 were Jeffrey Ishmael, Russell T. Embry, Garrett Gafke, and Bill White.
| 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) |
|---|---|---|---|---|---|---|
| 2024 | $1,113,903 | $1,236,136 | $315,988 | $301,622 | $60.61 | $(918,000) |
| 2023 | $1,098,749 | $987,762 | $497,334 | $424,280 | $41.13 | $(1,980,000) |
| 2022 | $1,106,900 | $574,614 | $481,341 | $390,338 | $43.29 | $(4,159,000) |
(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, 2022 to December 31, 2024. 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):
| 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 |
| 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 |
| 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 | 235,190 | 118,626 |
| Compensation Actually Paid | $574,614 | $390,338 |
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