Dondi Black
About Dondi Black
Dondi Black (age 49) has served as an independent director of Intellicheck (IDN) since September 14, 2022. She is Chief Product Officer at TSYS (a Global Payments company) since September 2021; previously Senior Strategist at FIS from July 2016 to September 2021, bringing ~30 years of innovation leadership across banking and payments, fraud/risk, and compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FIS | Senior Strategist | Jul 2016 – Sep 2021 | Strategy across merchants, banks, capital markets |
| TSYS (Global Payments) | Chief Product Officer | Sep 2021 – present | Leads global product strategy, commercialization, partnerships |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Ms. Black in IDN proxies |
Board Governance
- Independence: The Board determined Ms. Black is independent under Nasdaq Section 5605(b) .
- Committee assignments (current): Member, Compensation Committee; Chair, Nominating and Corporate Governance Committee .
- Attendance: In FY2024, the Board and each committee held four meetings; all directors attended at least 75% of aggregate Board and committee meetings; directors are required to attend the annual meeting virtually and all did so .
- Compensation Committee interlocks: None; no member (including Ms. Black) has been an officer/employee of IDN or had relationships requiring disclosure; no reciprocal officer/director relationships with other entities .
- Committee charters: Compensation and Nominating/Governance committees operate under written charters available on the company website .
Committee Roles Over Time
| Committee | 2023 | 2024 | 2025 |
|---|---|---|---|
| Compensation | Member | Member | Member |
| Nominating & Corporate Governance | Member | Chair | Chair |
| Audit | Not listed | Not listed | Not listed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Paid in Cash ($) | 24,924 | 80,000 | 85,000 |
| Meeting Fees ($) | — (not disclosed) | — (not disclosed) | — (not disclosed) |
| Notes | Partial-year onboarding | Base annual for directors was $100,000; Chairman +$20,000 | Base annual for directors was $100,000; Chairman +$20,000 |
- Program structure: Non-employee director base annual fee set at $100,000; Chairman receives an additional $20,000; reasonable out-of-pocket expenses reimbursed .
- Design intent: In 2021, Board reviewed market comps; increased fees to $100k/$120k and determined that half of the increase would be paid only in shares to further align director interests with stockholders .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 5,000 | 20,000 | 20,000 |
| Option Awards ($) | — (none) | — (none) | — (none) |
| Performance Metrics Tied to Director Comp | None disclosed | None disclosed | None disclosed |
- Equity grants reflect aggregate grant-date fair value under ASC 718; no options granted; no performance metrics reported for director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Ms. Black in IDN proxies |
| Committee positions at other companies | Not disclosed |
| Interlocks/reciprocal relationships | None for Compensation Committee; no executive officer reciprocity with other entities |
Expertise & Qualifications
- Domain expertise: Product strategy and commercialization in payments; deep experience in banking, wealth, fraud/risk, and compliance; strategic partnerships .
- Board qualifications: 30 years of innovation leadership in financial technology sectors, supporting governance of a digital identity verification business .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of 19,816,043 Outstanding |
|---|---|---|
| Dondi Black | 18,367 | <1% |
- No pledging arrangements known to the Company; no change-of-control arrangements known .
- Options: Not listed for Ms. Black in beneficial ownership footnotes; several other directors have options exercisable within 60 days, but Ms. Black’s entry has no such footnote .
Insider Trades (Section 16)
| Event Date | Filing Date | Transaction Type | Note |
|---|---|---|---|
| Mar 29, 2024 | Apr 8, 2024 | RSU vesting | Form 4 was inadvertently filed late |
Governance Assessment
- Strengths: Independent status; active committee leadership (Chair, Nominating & Governance); consistent attendance ≥75%; compensation design intentionally includes equity to align with shareholders; no related-party transactions or committee interlocks disclosed .
- Alignment: Equity grants each year and beneficial ownership, albeit <1%, support some alignment; program intent to deliver part of compensation in stock enhances alignment .
- Variability in cash vs equity mix: 2023 total of $100k shifted to $105k in 2024, with cash rising from $80k to $85k and stock steady at $20k; indicates modest increase in fixed compensation; options not utilized .
- Potential conflicts: Ms. Black is an executive at TSYS/Global Payments; no related-party transactions disclosed, and governance guidelines require recusal from matters affecting personal/professional interests, mitigating conflict risk .
- Red flags: Minor—one late Form 4 filing in 2024 for RSU vesting; no pledging, repricing, loans, or related-party dealings disclosed .