Intellicheck : 2024 Proxy Statement

To the Stockholders of

INTELLICHECK, INC.

Re: 2024 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to attend Intellicheck, Inc.'s 2024 Annual Meeting of Stockholders being held Wednesday, May 8, 2024, at 1:00 p.m. Eastern Time. This year's annual meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the annual meeting of stockholders online by visiting https://www.cstproxy.com/intellicheck/2024. You also will be able to vote your shares electronically at the annual meeting.

The formal notice of the meeting follows on the next page. Details regarding how to attend the meeting online and the business to be conducted at the annual meeting are more fully described in the accompanying Notice of Annual Meeting and Proxy Statement.

Please vote, sign, and return the enclosed proxy card as soon as possible, whether or not you plan to attend the meeting. Your vote is important.

Sincerely yours,

/s/ Guy L. Smith

Guy L. Smith

Chairman of the Board

	Intellicheck, Inc. (Nasdaq: IDN)	516.992.1900	www.intellicheck.com

200 Broadhollow Road, Suite 207, Melville, NY 11747

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 8, 2024

To the Stockholders of

INTELLICHECK, INC.

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of INTELLICHECK, INC. (the "Company"), a Delaware corporation, will be held Wednesday May 8, 2024 at 1:00 p.m. Eastern Time, via webcast at https://www.cstproxy.com/intellicheck/2024, for the following purposes:

1. To elect six directors to serve for a one-year term or until their respective successors have been duly elected and qualified;
2. To ratify the appointment of FORVIS, LLP as the Company's independent public accountants for the 2024 fiscal year;
3. Advisory vote to approve the compensation of our named executive officers;
4. Advisory vote to approve the frequency of future advisory votes to approve of executive compensation; and
5. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on April 8, 2024, as the record date for the meeting and only record holders of shares of the Company's common stock at that time will be entitled to notice of and to vote at the Annual Meeting of Stockholders or any adjournment or adjournments thereof. This proxy statement and the accompanying proxy will be mailed on or about April 10, 2024.

By Order of the Board of Directors,

/s/ Jeffrey Ishmael

Jeffrey Ishmael

Chief Financial Officer and Chief Operating Officer

Melville, NY

April 10, 2024

IMPORTANT

IF YOU CANNOT ATTEND THE VIRTUAL MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING HELD ON MAY 8, 2024:

The Notice of Annual Meeting of Stockholders, Proxy Statement and the Annual Report to Stockholders are available on

the following website:https://intellicheck.com/investors

	Intellicheck, Inc. (Nasdaq: IDN)	516.992.1900	www.intellicheck.com

200 Broadhollow Road, Suite 207, Melville, NY 11747

INTELLICHECK, INC.

200 Broadhollow Road, Suite 207

Melville, NY 11747

PROXY STATEMENT

for

ANNUAL MEETING OF STOCKHOLDERS

to be held Wednesday, May 8, 2024

SOLICITATION OF PROXY

The accompanying proxy is solicited on behalf of the board of directors (the "Board of Directors") of Intellicheck, Inc., a Delaware corporation ("Intellicheck" or the "Company"), for use at the annual meeting of stockholders of the Company (the "Annual Meeting") to be held at 1:00 p.m. Eastern Time on Wednesday, May 8, 2024 via webcast at https://www.cstproxy.com/intellicheck/2024. This proxy statement contains information about the matters to be considered at the meeting or any adjournments or postponements of the meeting. In addition to mail, proxies may be solicited by personal interview, telephone or telegraph by our officers and regular employees, without additional compensation. We will bear the cost of solicitation of proxies. Brokerage houses, banks and other custodians, nominees and fiduciaries will be reimbursed for out-of-pocket and reasonable expenses incurred in forwarding proxies and proxy statements. The Board of Directors has set April 8, 2024, as the record date (the "Record Date") to determine those holders of record of common stock, par value $0.001 ("Common Stock") who are entitled to notice of, and to vote at the Annual Meeting. Each share of Common Stock entitles its owner to one vote. On the Record Date, there were 19,404,561 shares of Common Stock outstanding. On or about April 10, 2024, this Proxy Statement, and the proxy card (the "Proxy Card" or "Proxy") are being mailed to stockholders of record as of the close of business on April 8, 2024.

ABOUT THE MEETING

What is being considered at the meeting?

You will be voting on the following:

• The election of six directors, each to serve until the next annual meeting;
• The ratification of the appointment of FORVIS, LLP, as our independent public accountants for the 2024 fiscal year;
• Advisory vote to approve the compensation of our named executive officers; and
• Advisory vote to approve the frequency of future advisory votes to approve of executive compensation.

Who is entitled to vote at the meeting?

You may vote if you owned Common Stock as of the close of business on April 8, 2024. Each share of Common Stock is entitled to one vote.

How many votes must be present to hold the meeting?

Your shares are counted as present at the meeting if you attend the meeting and vote in person or if you properly return a Proxy by mail. To conduct our meeting, a majority of the combined voting power of our Common Stock as of April 8, 2024, must be present at the meeting. This is referred to as a quorum. On April 8, 2024, there were 19,404,561 outstanding shares of Common Stock entitled to vote.

How do I attend the annual meeting, and will I be able to ask questions?

The annual meeting will be conducted virtually over the Internet. As a stockholder you will need your Control Number to join the meeting. You can obtain your Control Number from the Notice or Proxy card you received from Continental Stock Transfer. If you hold your position through a bank or broker and would like to join the meeting you will need to contact Continental Stock Transfer at 917-262-2373, or [e-mail] to obtain a Control Number. Any stockholder may attend, listen & vote during the virtual meeting.

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How do I vote?

You can vote in two ways:

• by attending the meeting by visiting the websitehttps://www.cstproxy.com/intellicheck/2024and use the Control Number provided in the Notice to log in to this website. If you hold your position through a bank or broker and would like to join the meeting you will need to contact Continental Stock Transfer at 917-262-2373, or [e-mail] to obtain a Control Number.; or
• by completing, signing and returning the enclosed Proxy Card.

Can I change my mind after I submit my Proxy?

Yes, you may change your mind at any time before a vote is taken at the meeting. You can do this by (1) signing another Proxy with a later date and submitting it in the same manner as the prior Proxy was submitted; (2) if you hold your shares in your name, voting again at the meeting; or (3) if you hold your shares in street name, arranging with your broker to vote your shares at the annual meeting.

What if I return my Proxy Card but do not include voting instructions?

Proxies that are signed and returned but do not include voting instructions will be voted FOR the approval of the appointment of our independent public accountants and will not be voted with respect to the election of the nominated directors, or the advisory votes regarding executive compensation and the frequency of such votes.

What does it mean if I receive more than one Proxy Card?

It means that you have multiple accounts with brokers and/or our transfer agent. Please vote all these shares. We recommend that you contact your broker and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Continental Stock Transfer and Trust Company. The transfer agent's telephone number is [phone].

Will my shares be voted if I do not provide my Proxy?

If you hold your shares directly in your own name, they will not be voted if you do not provide a Proxy. Your shares may be voted under certain circumstances if they are held in the name of a brokerage firm. Brokerage firms generally have the authority to vote customers' unvoted shares on certain "routine" matters, including approval of the appointment of independent public accountants. When a brokerage firm votes its customer's unvoted shares, these shares are counted for purposes of establishing a quorum. At our meeting, these shares will be counted as voted by the brokerage firm in the approval of the appointment of our independent public accountants.

What vote is required to approve each item?

The affirmative vote of a plurality of the votes present in person or represented by proxy at the meeting and entitled to vote on the election of directors at the annual meeting is required for approval of the election of directors. The ratification of the appointment of our independent public accountants will be approved upon the affirmative vote of the majority of the votes cast at the annual meeting. The advisory vote to approve executive compensation will be approved, on a non-binding, advisory basis, upon the affirmative vote of the majority of the votes cast at the annual meeting. The advisory vote on frequency of approval of executive compensation will be determined, on a non-binding, advisory basis, by the option (one year, two years, or three years) that receives the most votes.

Do we currently have, or do we intend to submit for stockholder approval, any anti-takeover device?

Our Certificate of Incorporation, Bylaws and other corporate documents do not contain any provisions that contain material anti-takeover aspects. We have no plans or proposals to submit any other amendments to the Certificate of Incorporation or Bylaws, or other measures in the future that have anti-takeover effects.

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Proposal No. 1

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.

	Name				Age	Position with the Company		Director Since		New Board Term
				and Principal Occupation			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

DIRECTORS AND EXECUTIVE OFFICERS

Jack A. Davis and William P. Georges, two of the Company's non-executive directors, will not be standing for reelection 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:

	Name				Age	Position with the Company	Held Office		Current Board
				and Principal Occupation	Since		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

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

Business Experience

Guy L. Smith joined the Board of Directors in 2005 and was appointed Chairman effective November 14, 2018. Mr. Smith has served as a senior executive at the highest levels of global corporations, the United States government, and a global NGO. He is also a longtime Democratic political strategist, having served on the Clinton White House staff, was a

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radio spokesman for the Hillary Clinton Presidential Campaign and also surrogate spokesperson for the Biden for President Campaign. He frequently appears on cable news discussing national politics.

During his career, he has managed public relations, government relations, reputation management, corporate relations, internal and external communications, and corporate social responsibility for global corporations, as well as overseeing all public relations programs associated with the companies' marketing communications and related activities. Guy is one of the country's leading experts on reputation management and crisis and disaster planning and communications. In this regard, he has extensive background and experience with global corporations, global consultancies, NGOs, and public service. He was Chief Operating Officer of Hill & Knowlton International Public Relations in New York, where he consulted with the firm's largest consumer product, technology, and legal clients. Prior to that Smith was VP Corporate Affairs, the senior public affairs officer, for Philip Morris Companies Inc. (now Altria). During his nearly 17 years with Philip Morris, Smith also led the corporate affairs departments of the Miller Brewing Company and The Seven-Up Company, both Philip Morris operating companies. At Miller Brewing Company, Smith participated in the national introduction of Lite Beer and at The Seven-Up Company he pioneered the first use of 800 toll- free telephone numbers printed on soft drink packages, a move that was quickly copied by other soft drink makers. Early in his career he was Director of Information of the Appalachian Regional Commission in Washington, D.C. Smith began his career as a reporter and assistant city editor for The Knoxville Journal. He is currently chairman of the Barrier Island Trust, an environmental protection organization. Mr. Smith frequently lectures at major universities on crisis and reputation management and public policy issue management and also conducts crisis and disaster exercises for local communities. He also serves as an Honorary Battalion Chief of the Fire Department of New York and is a former member of the Board of Advisors of Mount Vernon, George Washington's home. Smith is also the author of the book "If It's Not Impossible, It's Not Interesting."

Dondi Black was appointed a member of the Board of Directors on September 14, 2022. Since September 2021, Ms. Black has served as the Chief Product Officer at TSYS, a Global Payments company. In that capacity, she leads global product strategy and commercialization, as well as strategic partnerships. Prior to her time at TSYS, Ms. Black served as a Senior Strategist for FIS, a leading provider of technology solutions for merchants, banks and capital markets firms, from July 2016 through September 2021. Ms. Black draws on her 30 years of in-depth experience leading innovation and transformations in banking and payments, wealth, fraud and risk, and compliance in her position on the board of directors.

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. Mr. Braca brings more than 30 years of extensive banking experience to his position on the board of directors.

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.

David E. Ullman was appointed a member of the Board of Directors in January 2018. Mr. Ullman has extensive business expertise with a strong focus on retail, strategic planning, and growth, as well as mergers and acquisitions. 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

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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.

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.

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 AVP 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.

Jeffrey Ishmael was appointed Chief Financial Officer on May 13, 2022 and Chief Operating Officer on May 16, 2023. Mr. Ishmael has extensive experience working with private equity and venture capital firms including Blackstone, Greylock, Khosla Ventures, DFJ, KKR, Dell Ventures, Citi Ventures, and Wing Ventures. Mr. Ishmael's SaaS related experience includes his role as founding CFO for Cylance Inc., which was the first company to apply artificial intelligence and algorithmic science to cyber security and improve the way companies, governments and end users proactively solve the world's most difficult security problems. After joining Cylance as its seventh employee, the company experienced hyper growth and grew to over seven hundred employees over four years with operations in twelve countries. With billings exceeding $100M after year four Cylance established itself is a preeminent disrupter in the security space. Cylance was acquired by Blackberry for $1.4 billion. Following Cylance, Mr. Ishmael served from August 2017 through August 2020 as the CFO of Obsidian Security, the first truly comprehensive threat and posture management solution built for SaaS. Their platform consolidates data across core applications to help teams optimize configurations, reduce over-privilege, and mitigate account compromise and insider threats. Following his time at Obsidian Security, Mr. Ishmael served as Chief Financial Officer at RAEN, a premium handmade eyewear brand, from August 2020 through May 2022. Mr. Ishmael brings over 25 years of experience in finance and operations.

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.

Board Leadership Structure

The current Chairman of the Board of Directors is Guy L. Smith, who is an independent director under Nasdaq listing standards. The roles of Chairman of the Board and Chief Executive Officer are separate. The Board of Directors believes that the separation of the offices of the Chairman of the Board and Chief Executive Officer allows the Company's Chief Executive Officer to focus primarily on the Company's business strategy, operations, and corporate vision. All the Board of Directors are independent other than Mr. Lewis, and each of the committees of the Board of Directors is comprised solely of independent directors. The Company does not have a policy mandating an independent lead director. The independent directors meet in executive sessions at every board meeting without the presence of the non-independent director.

Risk Oversight

While management is responsible for assessing and managing risks to the Company, the Board of Directors is responsible for overseeing management's efforts to assess and manage risk. Risks are considered in virtually every business

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decision and as part of the Company's overall business strategy. The Board of Directors' risk oversight areas of focus include, but are not limited to:

• management of the Company's long-term growth;
• strategic and operational planning, including significant acquisitions and the evaluation of our capital structure; and
• legal and regulatory compliance.

While the Board of Directors has the ultimate oversight responsibility for the Company's risk management policies and processes, the committees of the Board of Directors also have responsibility for risk oversight. The Audit Committee oversees risks associated with our financial statements and financial reporting, mergers and acquisitions, credit and liquidity, and business conduct compliance. The Compensation Committee considers the risks associated with our compensation policies and practices with respect to both executive compensation and employee compensation generally. The Nominating and Corporate Governance Committee oversees risks associated with our overall governance practices and the leadership structure of the Board of Directors. The Board of Directors stays informed of each committee's risk oversight and other activities via regular reports of the committee chairs to the full Board of Directors. The Board of Directors' role in risk oversight is consistent with our leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company's risk exposure, and the Board of Directors and committees providing oversight in connection with those efforts.

In compliance with NASDAQ's Board Diversity Rule, the table below provides certain highlights of the composition of our currently active Board members and nominees.

Board Diversity Matrix (As of April 8, 2024)

Total Number of Directors			8
					Did not
	Female	Male		Non-Binary	Disclose
					Gender
Part I: Gender Identity
Directors	1	6		-	1
Part II: Demographic Background
African American or Black	-	1		-	-
White	1	5		-	-
Did not disclose demographic background			1

Although we do not have a formal policy with respect to Board diversity, the Nominating and Corporate Governance Committee strives to assemble a board of directors that brings to our Company a variety of perspectives, skills and expertise. To achieve this, the Nominating and Corporate Governance Committee considers individuals from various disciplines and backgrounds in recommending director nominees to the Board, including diversity characteristics that may be self-identified by directors or director nominees, such as race, gender, military service, or other socioeconomic or demographic characteristics.

The Nominating and Corporate Governance Committee also seeks to recommend directors who possess a broad range of business, professional, governmental, fintech, and software industry experience.

The Nominating and Corporate Governance Committee assesses these and other factors as it deems appropriate in connection with its annual review of each director and the Board as a whole and takes these factors into account when determining whether to nominate existing directors for re-election in connection with this annual review.

The Nominating and Corporate Governance Committee also takes these factors into account when considering any director nominee outside of its annual review process, such as when a vacancy exists on the Board or when a stockholder suggests a new director candidate that the committee or the Board decides to consider for a mid-year appointment.

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In addition, as part of its annual self-evaluation process, the Nominating and Corporate Governance Committee assesses its consideration of diversity in identifying and evaluating director candidates, including the key qualifications, skills and attributes that it aims for directors to possess.

Delinquent Section 16(a) Reports

The Securities and Exchange Commission has adopted rules relating to the filing of ownership reports under Section 16(a) of the Securities Exchange Act of 1934. One such rule requires disclosure of filings, which under the Commission's rules, are not deemed to be timely. Based solely on review of the copies of beneficial ownership forms furnished to us, or written representations from our officers and directors, we believe that during, and with respect to, 2023, all of our officers and directors and greater than 10% shareholders complied in all respects with the reporting requirements promulgated under Section 16(a), other than a Form 4 report Russell T. Embry in connection with March 31, 2023 vesting of RSUs and a Form 4 report filed by Bryan Lewis in connection with June 30, 2023 vesting of RSUs, which were inadvertently filed on August 30, 2023.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

During the fiscal year ended December 31, 2023, the Board of Directors held four meetings, the Nominating and Corporate Governance Committee held four meetings, the Compensation Committee held four meetings and the Audit Committee held four meetings in conjunction with the regular quarterly board meetings. All the directors attended at least 75% of the aggregate of all Board meetings and meetings of committees on which they served. The Board of Directors has determined that Messrs. Smith, Davis, Georges, Ullman, Glenn, Braca and Ms. Black are each an independent director as defined in Section 5605(b) of the Nasdaq listing standards. The Company does not have a written policy relating to attendance by members of the Board of Directors at annual stockholder meetings. However, it is communicated and understood by all directors that they are required to attend virtually barring any unforeseen circumstance. All directors who were directors at the time of last year's annual stockholder meeting attended last year's annual stockholder meeting.

Compensation Committee

The Board of Directors established a Compensation Committee, which is currently comprised of Mr. Glenn, chairperson, Mr. Ullman, Mr. Braca, Mr. Davis, and Ms. Black, each of whom is independent as defined in Section 5605(d) of the Nasdaq listing standards. The Compensation Committee reviews and recommends to the board the compensation for all officers and directors of the Company and reviews general policy matters relating to the compensation and benefits of all employees. The Compensation Committee also administers the stock option plans. The Compensation Committee may not delegate its duties. The Compensation Committee has adopted a written charter, which is available on the Company's Web site at https://intellicheck.com/investors. The charter sets forth responsibilities, authority, and specific duties of the Compensation Committee.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 2023, the Compensation Committee consisted of the members listed below. No member of our Compensation Committee then in service had ever been an officer or employee of the Company or had any other relationship requiring disclosure herein. None of our executive officers then in office served as a member of the board of directors or compensation committee of any other entity that had one or more of its officers serving on our Board or Compensation Committee.

Compensation Committee Report

The Compensation Committee Report is not to be deemed to be "soliciting material" or to be "filed" with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that such information be treated as soliciting material or specifically incorporates it by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Compensation Committee:

Dylan Glenn, Chairperson

David E. Ullman, Member

Gregory B. Braca, Member

Dondi Black, Member

Jack A. Davis, Member

Nominating and Corporate Governance Committee

The Board of Directors established a Nominating and Corporate Governance Committee, which is currently comprised of, Ms. Black, chairperson, Mr. Georges, Mr. Davis and Mr. Braca, each of whom is independent as defined in Section 5605(b) of the Nasdaq's listing standards. The Nominating and Corporate Governance Committee reviews our internal policies and procedures and by-laws. With respect to nominating director candidates, this committee identifies and evaluates potential director candidates and recommends candidates for appointment or election to the Board. The Nominating and Corporate Governance Committee has adopted a written charter, which is available on the Company's

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