David E. Ullman
About David E. Ullman
Independent director of Intellicheck (IDN) since January 2018; age 67. Seasoned retail executive and CFO with extensive strategic planning, growth, and M&A experience, notably nearly twenty years as EVP/CFO of Jos. A. Bank Clothiers until its 2014 sale to Men’s Wearhouse for $1.8B, and current COO/CFO and minority owner of Paul Fredrick Menstyle (private, DTC menswear). Recognized by the Board as an audit committee financial expert based on prior CFO roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jos. A. Bank Clothiers | EVP & CFO | Nearly 20 years; ended with 2014 acquisition | Instrumental in strategic planning and growth; led M&A; more than a decade of sustained profitable growth; six-fold increase in sales |
| Hanover Direct (catalogue co.) | Executive positions | Not disclosed | Retail and operations experience |
| Arthur Andersen | Executive positions | Not disclosed | Finance and accounting background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Paul Fredrick Menstyle (private) | COO, CFO, minority owner | 2018–present | Designer and DTC menswear; retail operating expertise |
Board Governance
- Independence: The Board determined Ullman is independent (Nasdaq 5605).
- Committee assignments: Audit Committee Chair; Compensation Committee Member; not on Nominating & Corporate Governance.
- Audit Committee financial expert: Ullman designated by Board as financial expert.
- Attendance: Board met 4x in FY2024; each committee met 4x; all directors attended at least 75% of meetings; all directors attended last year’s annual meeting.
- Board leadership: Chairman is independent (Guy L. Smith); CEO and Chair roles separated; independent directors meet in executive session at every board meeting.
- Years of service: Director since 2018; current term to 2026 if re-elected.
Fixed Compensation
| Component (2024) | Amount ($) |
|---|---|
| Cash fees | 75,000 |
| Stock awards (grant-date fair value) | 25,000 |
| Total | 100,000 |
- Director pay framework: Non-employee directors receive base annual fee of $100,000; Chairman receives $20,000 additional; half of the 2021 increase paid in common stock to align interests.
- Non-employee director annual cap under 2025 Omnibus Plan: $200,000 total comp per fiscal year (cash+equity), increased to $400,000 in the year a director joins the Board.
Performance Compensation
| Feature | Disclosure |
|---|---|
| Performance-based director equity | Plan permits performance-based awards; directors’ awards may include performance goals. |
| Minimum vesting | One-year minimum vesting on awards, except for up to 5% of pool and specified accelerations. |
| Change-in-control | For non-employee directors, all outstanding awards become fully exercisable and vested; performance goals deemed satisfied at target upon a change in control (as defined in Treas. Reg. 1.409A-3(i)(5)). |
| Repricing prohibition | Options/SARs cannot be repriced without stockholder approval. |
| Clawback | Awards subject to Intellicheck’s Incentive-Based Compensation Recovery Policy adopted in Dec 2023; committee discretion on recovery. |
| Dividends on unvested awards | No dividends/distributions until vesting and share issuance. |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed for Ullman. |
| Prior public company boards | Not disclosed. |
| Compensation committee interlocks | None; no member has been an officer/employee; no reciprocal board/comp committee relationships by IDN executives. |
Expertise & Qualifications
- Retail and e-commerce operations, strategic planning, growth, and M&A; long-tenured CFO experience in billion-dollar retailer; finance and accounting background (Arthur Andersen).
- Audit committee financial expert designation by Board.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| David E. Ullman | 51,607 | * (less than 1%) | Includes 6,239 options exercisable within 60 days; outstanding shares 19,816,043. |
| Shares pledged as collateral | Not disclosed; Company states no arrangements known that may result in a change in control (including pledges). |
Insider Trades
| Date | Transaction | Security | Quantity | Filing Note |
|---|---|---|---|---|
| Mar 29, 2024 | RSU vesting | Common stock (RSUs) | Not disclosed in proxy | Form 4 inadvertently filed Apr 3, 2024 (late) |
Governance Assessment
- Strengths: Independent audit chair and designated financial expert; separation of Chair/CEO; standing executive sessions; solid meeting cadence/attendance; director pay partly in equity to align with stockholders.
- Alignment: Owns 51,607 shares, including 6,239 near-term exercisable options; below 1% but consistent with small-cap director norms; director equity grants support alignment.
- Policies: Robust insider trading and clawback policies; audit committee independence affirmed; pre-approval of auditor services.
- RED FLAGS: Minor Section 16(a) compliance lapse (late Form 4 for March 2024 vesting); change-in-control full acceleration for directors may be viewed as investor-unfriendly (reduces at-risk performance linkage).
- Conflicts/related party: No related party transactions or waivers disclosed for 2024; Corporate Governance Guidelines require recusal for personal interests.