Bryan Lewis
About Bryan Lewis
Bryan Lewis (age 62) is President, Chief Executive Officer, and a Director of Intellicheck (IDN). He became CEO in February 2018 and joined the Board on March 11, 2020; he reassumed the President title in May 2023 after a brief period where another executive served as President . In 2024, Intellicheck delivered 6% YoY revenue growth to $19.997M with an improved net loss of ($0.918M) and Adjusted EBITDA of $0.52M, indicating operating progress during his tenure; 2024 TSR value on an initial $100 investment was $60.61 versus $41.13 in 2023, with net losses narrowing from ($1.98M) in 2023 to ($0.918M) in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intellicheck | CEO (Feb 2018–present), President (2018–Mar 2021; resumed May 2023–present) | 2018–present | Led expansion into new verticals; oversaw growth initiatives reflected in FY24 revenue up 6% with improved loss |
| Third Bridge, Inc. | Chief Operating Officer | Not disclosed | Scaled from 100 to 600 employees with 56% CAGR over four years |
| BondDesk (sold to Tradeweb), TheMarkets.com (sold to Capital IQ), Reuters, Barra (sold to MSCI), Bloomberg | Senior leadership roles | Not disclosed | Capital markets and fintech operating leadership; began career as a bond trader |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in the proxy |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Bonus Paid ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2024 | 412,000 | 80% of salary (CEO target) | 289,538 | 210,400 (incl. $201,129 make‑whole tax payment for prior withholding error) | Target metrics: revenue and adjusted EBITDA with 80% floor/117% cap on payout factors |
| 2023 | 400,000 | 80% of salary | 484,487 | 2,500 | — |
Performance Compensation
Annual Cash Incentive Program (2024)
- Metrics: revenue and adjusted EBITDA; accelerator up to 117% if results exceed budget; decelerator down to 80% if below budget .
- CEO target: 80% of base salary; CEO 2024 payout: $289,538 .
Equity Awards and Vesting (Outstanding as of 12/31/2024)
| Grant Date | Instrument | Exercisable | Unexercisable | Strike ($) | Vesting Schedule | Expiration |
|---|---|---|---|---|---|---|
| 03/10/2021 | Stock Options | 38,932 | — | 11.50 | Legacy grant (fully vested by 2024) | 03/10/2026 |
| 06/30/2022 | Stock Options | 37,833 | 7,567 | 2.02 | 33.33% at 1st anniversary, then equal quarterly installments over 2 years | 06/30/2027 |
| 06/30/2022 | Stock Options | 28,375 | 5,675 | 2.53 | Same as above | 06/30/2027 |
| 06/30/2022 | Stock Options | 28,375 | 5,675 | 3.03 | Same as above | 06/30/2027 |
| 03/03/2023 | Stock Options | 38,792 | 27,708 | 2.70 | Same as above | 03/03/2028 |
| 03/03/2023 | Stock Options | 19,396 | 13,854 | 3.24 | Same as above | 03/03/2028 |
| 03/03/2023 | Stock Options | 19,396 | 13,854 | 3.78 | Same as above | 03/03/2028 |
| 03/15/2024 | Stock Options | — | 66,500 | 1.81 | 33.33% at 1st anniversary, then equal quarterly installments over 2 years | 03/15/2031 |
| 03/15/2024 | Stock Options | — | 33,250 | 1.99 | Same as above | 03/15/2031 |
| 03/15/2024 | Stock Options | — | 33,250 | 2.17 | Same as above | 03/15/2031 |
Program design notes:
- Equity minimum vesting (1-year cliff) with limited 5% pool exception; no dividends on unvested awards; no repricing without shareholder approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 686,791 shares (3.47% of 19,816,043 shares outstanding as of Apr 1, 2025) |
| Vested options (within 60 days) | 320,307 shares issuable upon exercise within 60 days |
| Indirect holdings | Includes 13,882 shares held by spouse; Lewis disclaims beneficial ownership of these shares |
| Unvested/Unexercisable options | Multiple tranches remain unexercisable per outstanding awards table above |
| Pledging/Hedging | Company disclosed “no arrangements… including any pledge by any person” that could result in a change in control as of Apr 1, 2025 |
| Insider Trading & Clawback | Insider Trading Policy in place; Clawback policy adopted Dec 2023 under Nasdaq rules for restatements |
Employment Terms
| Provision | Terms |
|---|---|
| Employment start and roles | CEO since Feb 2018; Board member since Mar 11, 2020; President role reassumed May 2023 |
| Contract status | Employment agreement effective Feb 21, 2018; base salary subject to Board adjustments |
| Severance (no‑cause) | 18 months of base monthly salary if terminated without cause (current agreement disclosure) ; earlier schedule: 6/12/18 months depending on tenure, with current tenure qualifying for 18 months |
| Change‑in‑Control (equity) | If awards not assumed in a CIC: single‑trigger vesting at target/pro‑rata; if assumed: double‑trigger vesting upon termination without cause or for good reason within 2 years post‑CIC; director awards fully vest at CIC |
| Non‑compete/Non‑solicit | Executive agreements include non‑competition and nondisclosure covenants during employment and for one year post‑employment |
| Other | Insider Trading Policy and Dodd‑Frank compliant Clawback Policy in effect |
Board Governance (Director Service, Committees, Independence)
- Board service: Director since 2020; only non‑independent director; Chairman role held by independent director Guy L. Smith; CEO and Chairman roles are separated .
- Committees: Audit (Ullman—Chair; Braca; Glenn), Compensation (Glenn—Chair; Ullman; Braca; Black), Nominating & Corporate Governance (Black—Chair; Braca); all committee members are independent; Lewis is not on committees .
- Governance practices: Independent directors meet in executive session at every meeting; all directors attended at least 75% of meetings in 2024 .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of initial $100 investment (TSR) | $43.29 | $41.13 | $60.61 |
| Net Income (Loss) ($) | (4,159,000) | (1,980,000) | (918,000) |
| CEO Compensation Actually Paid ($) | 574,614 | 987,762 | 1,236,136 |
| Revenue ($) | — | 18,906,000 | 19,997,000 |
Notable 2024 achievements and context:
- Full‑year revenue +6% to $19.997M; SaaS revenue +6% to $19.810M; Adjusted EBITDA improved to $0.52M .
- CFO transition in 2024 with separation and new CFO appointment; related severance and option grants disclosed .
Compensation Structure Analysis
- Pay‑for‑performance linkage: Annual cash bonus tied to revenue and adjusted EBITDA with explicit accelerator/decelerator mechanics and an 80% floor/117% cap; CEO target bonus 80% of salary .
- Equity design: Options with 1‑year cliff and multi‑year quarterly vesting; no repricing; minimum vesting safeguards; no dividends on unvested equity .
- Mix and changes: 2024 “All Other Compensation” includes a $201,129 tax penalty make‑whole payment due to prior company remittance error—an investor governance flag despite being a remedial action .
Vesting Schedules & Insider Selling Pressure Indicators
- Upcoming supply overhang: Significant unvested option tranches from March 2024 grants (total 133,000 options at strikes $1.81–$2.17) begin vesting one‑third on 3/15/2025, then quarterly over two years, potentially adding sellable shares as they vest (subject to windows/10b5‑1) .
- Already‑vested overhang: 320,307 options are exercisable within 60 days as of Apr 1, 2025, representing near‑term potential liquidity if exercised and sold .
- Policy mitigants: Insider Trading Policy and standard blackout provisions apply; no pledging arrangements disclosed .
Equity Ownership & Alignment Table (Detail)
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Bryan Lewis | 686,791 | 3.47% | Includes 320,307 options exercisable within 60 days; includes 13,882 spouse shares (disclaimed) |
| Shares Outstanding | 19,816,043 (as of Apr 1, 2025) | — | Record date basis |
Employment & Contracts (Economics)
| Item | Terms |
|---|---|
| Severance | 18 months base salary upon termination without cause at current tenure |
| CIC Treatment (Equity) | Single trigger if not assumed; double trigger if assumed and terminated within two years post‑CIC; directors vest fully at CIC |
| Clawback | Nasdaq Rule 5608 compliant; restatement‑based recoupment |
| Non‑compete | One‑year post‑employment non‑compete/nondisclosure covenants |
Investment Implications
- Alignment and retention: CEO holds 3.47% beneficial ownership with substantial vested options (320k) and meaningful unvested multi‑year vesting runway—supportive of retention but also creating episodic selling windows as tranches vest .
- Pay‑for‑performance: Cash incentive structure is formulaic (revenue and adjusted EBITDA with caps/floors), tying annual payouts to operating execution. 2024 bonus ($289.5k) is consistent with improved financial outcomes (revenue +6%, lower net loss) .
- Governance: Separation of Chair/CEO roles, fully independent committees, and a Dodd‑Frank clawback are positives; the 2024 tax make‑whole payment ($201k) due to prior withholding error is a governance blemish to monitor for control remediation and audit oversight .
- Dilution/CIC risk: 2025 Omnibus Plan adds 2,000,000 shares (~10% of shares outstanding) for equity awards, which increases potential dilution but includes shareholder‑friendly features (no repricing, minimum vesting). CIC terms are standard (single vs double trigger depending on assumption) .
- Execution risk: Company remains loss‑making but improving; TSR recovered in 2024 vs 2023; continued growth and margin trajectory will likely drive future bonus outcomes and insider activity cadence .