Dylan Glenn
About Dylan Glenn
Independent director of Intellicheck (IDN); age 55; director since 2020. Senior Director at Eldridge (since October 2021), with prior senior roles at Guggenheim Partners and government service in Georgia and the White House. BA from Davidson College; current tenure on IDN’s board is five years as of the 2025 proxy record date .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eldridge | Senior Director | Since Oct 2021 | Diversified holding company experience |
| Guggenheim KBBO Partners, Ltd. | Chairman | Prior to Eldridge | Merchant banking JV in Middle East; strategic partnerships |
| Guggenheim Partners | Senior Managing Director; led Government Relations; member Public Affairs Committee | Joined 2005 | Investment banking and asset management linkage; public affairs leadership |
| State of Georgia | Deputy Chief of Staff to Governor Sonny Perdue (External Affairs) | Prior to 2005 | State-level external affairs oversight |
| The White House | Special Assistant to President George W. Bush for Economic Policy (National Economic Council) | Prior to 2005 | Economic policy advisory to President |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| George W. Bush Presidential Center | Director | Current | Nonprofit governance |
| Renewable Energy Group (REGI) | Director | Current (as disclosed) | Global renewable fuels producer governance |
| Stonebriar Commercial Finance | Board of Managers | Current | Commercial finance oversight |
| Davidson College | Trustee | Current | Academic governance |
| Episcopal High School (Alexandria, VA) | Trustee | Current | Academic governance |
Board Governance
- Independence: Determined independent under Nasdaq; IDN’s Chairman is independent; all committees are composed solely of independent directors .
- Committees: Chair, Compensation Committee; Member, Audit Committee; not on Nominating & Corporate Governance (that committee comprises Black, chair, and Braca) .
- Attendance and engagement: Board met 4 times in 2024; each of Compensation, Nominating & Corporate Governance, and Audit met 4 times; all directors attended at least 75% of aggregate board/committee meetings and attended last year’s annual meeting (virtual) .
- Executive sessions: Independent directors meet in executive session at every board meeting .
- Compensation Committee interlocks: None; no member has been an officer/employee; no reciprocal committee service by IDN executives at other issuers .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Fees Paid in Cash ($) | 55,000 | Base director fees set by board upon Nominating & Governance recommendation |
| Stock Awards ($) | 45,000 | Equity portion under director program; ASC 718 grant-date fair value |
| Total ($) | 100,000 | Standard non-employee director base annual fee |
| Program terms | — | Non-employee directors receive $100,000 base annual fee; Chairman receives additional $20,000; board intends portions to be paid in common stock to align interests |
Performance Compensation
Directors are compensated via cash and time-based equity; performance conditions are not disclosed for director RSUs. As Compensation Committee chair, Glenn oversees executive pay-for-performance design:
| Performance Metric | Design Details | FY 2024 Plan Parameters |
|---|---|---|
| Revenue | Company financial metric in annual incentive plan | Accelerator up to 117% if results exceed budget; decelerator floor 80% if below budget |
| Adjusted EBITDA | Company financial metric in annual incentive plan | Same accelerator/decelerator framework; CEO target bonus 80% of salary; CFO 60%; CTO 50% |
| Equity incentives | Options/RSUs for executives | Options strike ≥ fair market value; RSUs vesting schedules per grants |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public/private boards | George W. Bush Presidential Center (Director); Renewable Energy Group (Director); Stonebriar Commercial Finance (Board of Managers) |
| Committee interlocks | None disclosed; no IDN executive served on boards/comp committees of entities with reciprocal service on IDN’s board |
| Potential interlocks/conflicts | None disclosed with IDN customers/suppliers; Nominating & Governance Committee reviews affiliations; directors must recuse from decisions affecting personal/business interests |
Expertise & Qualifications
- Finance, merchant banking, and government affairs expertise from Eldridge/Guggenheim and senior government roles (White House NEC; Georgia Governor’s office) .
- Audit oversight experience as Audit Committee member; committee financial expert designation is held by Ullman (CFO background) .
- Technology/fintech governance exposure via IDN; broader industry/public affairs experience, useful for regulatory and strategic oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Options Exercisable ≤60 days | Ownership % |
|---|---|---|---|
| Dylan Glenn | 75,039 | 6,239 | <1% (denoted “*”) |
- Company notes no arrangements known (including pledges) that could result in a future change in control; no pledging by Glenn disclosed; directors/officers complied with Section 16(a) filing requirements in 2024 except certain inadvertent late Form 4 filings, including Glenn’s March 29, 2024 RSU vesting filed April 3, 2024 .
Recent Insider Transactions (Form 4)
| Transaction Date | Filing Date | Type | Securities | Price ($) | Post-Transaction Ownership | Security | SEC Link |
|---|---|---|---|---|---|---|---|
| 2025-09-30 | 2025-10-02 | Award (RSUs) | 2,404 | 5.20 | 2,404 | RSUs | |
| 2025-07-14 | 2025-07-15 | Award (RSUs) | 2,381 | 5.25 | 2,381 | RSUs | |
| 2025-04-21 | 2025-04-23 | Gift | 967 | 0.00 | 78,047 | Common | |
| 2025-04-08 | 2025-04-10 | Gift | 4,500 | 0.00 | 79,014 | Common | |
| 2025-04-02 | 2025-04-03 | Award (RSUs) | 8,475 | 2.95 | 8,475 | RSUs | |
| 2024-12-31 | 2025-01-03 | Award (RSUs) | 4,464 | 2.80 | 4,464 | RSUs | |
| 2024-09-30 | 2024-10-02 | Award (RSUs) | 5,760 | 2.17 | 5,760 | RSUs | |
| 2024-06-28 | 2024-07-02 | Award (RSUs) | 1,462 | 3.42 | 1,462 | RSUs | |
| 2024-03-29 | 2024-04-03 | Award (RSUs) | 4,310 | 3.48 | 4,310 | RSUs | |
| 2023-12-29 | 2024-01-02 | Award (RSUs) | 5,263 | 1.90 | 5,263 | RSUs | |
| 2023-09-29 | 2023-10-03 | Award (RSUs) | 8,889 | 2.25 | 8,889 | RSUs | |
| 2023-06-30 | 2023-07-05 | Award (RSUs) | 4,049 | 2.47 | 4,049 | RSUs | |
| 2023-03-31 | 2023-04-06 | Award (RSUs) | 5,000 | 0.00 | 5,000 | RSUs |
Governance Assessment
- Strengths
- Independent board leadership and single independent chair; independent-only committees; executive sessions at every board meeting .
- Clear compensation governance: Glenn chairs the Compensation Committee; equity plan prohibits repricing without shareholder approval; non-employee director annual pay cap of $200,000 (joining-year cap $400,000) .
- Adoption of Nasdaq-compliant Clawback Policy in Dec 2023; codified insider trading policy; clear audit oversight and independence affirmation by external auditor .
- Alignment
- Director pay mix includes equity; board policy intentionally pays portions in common stock to align incentives; Glenn holds 75,039 shares with options exercisable, suggesting skin-in-the-game albeit below 1% ownership .
- Watch items / RED FLAGS
- Section 16 compliance: Glenn’s March 29, 2024 RSU vesting Form 4 was filed April 3, 2024 (inadvertent late filing); minor but notable for controls rigor .
- Gifts of common stock in April 2025 reduce direct holdings; monitor for pledging/hedging in future disclosures (none disclosed) .
- Related-party exposure
- No related-party transactions disclosed; directors required to recuse from matters affecting personal/business interests; no waivers granted in 2024 .
- Engagement
- Attendance at least 75% across meetings; attendance at annual meeting; signals reasonable engagement .