Independent
Tenure on this board
21.0 yrs
6 nominees · 4 ballot items.
Election of six directors; ratification of Forvis Mazars, LLP as independent auditors for 2026; advisory approval of executive compensation (say-on-pay); advisory vote on frequency of future say-on-pay votes.
Elect six directors to serve for a one-year term until the next annual meeting.
Ratify the Audit Committee’s appointment of Forvis Mazars, LLP as the company’s independent registered public accounting firm for the 2026 fiscal year.
This proposal seeks shareholder ratification of the Audit Committee’s selection of Forvis Mazars, LLP as Intellicheck’s independent registered public accounting firm for the 2026 fiscal year. Management recommends approval; the Audit Committee has evaluated the firm’s qualifications and independence, and representatives will be available at the meeting. Ratification is routine corporate governance practice that provides shareholder approval of the auditor engagement and helps confirm board oversight of financial reporting and audit independence. A majority of votes cast is required to ratify. The filing discloses audit and tax fees paid to Forvis Mazars for 2024 and 2025 and describes the pre-approval process, supporting management’s position that the engagement is regular and appropriate. Given the firm’s incumbency and the board’s recommendation, shareholders are likely to support ratification absent disclosed independence or performance issues.
Non-binding advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks shareholders to approve, on a say-on-pay basis, the compensation paid to Intellicheck’s named executive officers as disclosed in the proxy statement. Management argues the company’s compensation program aligns with long-term stockholder interests by emphasizing pay-for-performance through annual cash incentives tied to revenue and equity awards that align executive incentives with share price appreciation and retention. The Compensation Committee administers the plans, including targets for CEO, CFO, and CTO, and discloses severance arrangements and incentive plan mechanics. The board recommends a FOR vote and will consider the advisory outcomes in future compensation decisions, though the vote is not binding. Key contextual factors for an analyst include the compensation levels shown in the summary compensation table, the components tying pay to performance and retention (options and RSUs), and the company’s recent pay-versus-performance disclosure showing significant CAP changes driven by equity valuation movements. Given the advisory nature, investor influence is indirect but the outcome signals sentiment on governance and executive pay alignment.
Non-binding advisory vote to advise whether advisory votes on executive compensation should occur every one, two, or three years.
This non-binding advisory proposal asks shareholders to indicate whether the company should hold future say-on-pay votes every one, two, or three years. The Board recommends an annual vote (one year), arguing that yearly votes provide regular feedback to inform compensation practices. Management emphasizes that while the vote is advisory and non-binding, the Board and Compensation Committee will consider the outcome when determining frequency. For governance analysts, the annual recommendation signals management’s willingness to receive frequent shareholder input and may reflect a desire for ongoing accountability. The plurality option will prevail; therefore, if no single frequency option gains majority, the option with the most votes will be implemented as advisory guidance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Bleichroeder LP | 10.24% | 2,073,583 | $14M |
| 2 | AIGH Capital Management LLC | 5.46% | 1,106,082 | $8M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.56% | 922,837 | $6M |
| 4 | HERALD INVESTMENT MANAGEMENT Ltd | 4.05% | 819,816 | $6M |
| 5 | ESSEX INVESTMENT MANAGEMENT CO LLC | 2.66% | 537,842 | $4M |
| 6 | Clear Harbor Asset Management, LLC | 2.53% | 512,529 | $4M |
| 7 | RENAISSANCE TECHNOLOGIES LLC | 2.40% | 485,835 | $3M |
| 8 | AIGH Capital Management LLC | 2.03% | 411,167 | $3M |
| 9 | MARSHALL WACE, LLP | 1.95% | 394,177 | $3M |
| 10 | Wilkinson Global Asset Management LLC | 1.20% | 242,478 | $2M |
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