Gregory B. Braca
About Gregory B. Braca
Independent director at Intellicheck (Nasdaq: IDN); age 61; appointed to the Board on September 14, 2022. Former President and CEO of TD Bank, with prior roles including Chief Operating Officer and Head of Corporate and Specialty Banking; began at TD Bank in 2002, bringing 30+ years of banking experience. Director since 2022; current term runs through the 2026 annual meeting. Independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TD Bank | President & CEO; previously COO; Head of Corporate & Specialty Banking | Started at TD Bank in 2002; specific end dates not disclosed | Led large U.S. bank; extensive operating and specialty banking leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | The proxy does not disclose other current public company directorships for Mr. Braca |
Board Governance
- Committee assignments: Audit Committee (member), Compensation Committee (member), and Nominating & Corporate Governance Committee (member). None are chair roles.
- Independence: Board determined Mr. Braca is an independent director; all committees are entirely independent.
- Attendance: All directors, including Mr. Braca, attended at least 75% of aggregate Board and committee meetings in FY 2024; all directors attended the last annual meeting.
- Leadership structure: Independent Chairman (Guy L. Smith); CEO and Chair roles separated; independent directors meet in executive session at every Board meeting; no formal lead independent director policy.
Fixed Compensation
| Year | Cash Fees ($) | Stock/Equity Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 (Director) | 12,500 | 87,500 | — | — | 100,000 |
- Director pay policy (2024): Non‑employee directors receive a base annual fee of $100,000; Chairman receives an additional $20,000; Board intends to deliver increases in the form of common stock to align interests; expenses reimbursed.
Performance Compensation
| Feature | Details |
|---|---|
| Performance metrics tied to director pay | None disclosed for non‑employee directors; equity awards shown as stock awards, not performance‑based |
| Clawback policy | Company adopted an Incentive‑Based Compensation Recovery (clawback) policy in Dec 2023; plan awards are subject to the policy at the Committee’s discretion |
| Change‑in‑control (non‑employee directors) | Upon a change in control, all outstanding awards become fully exercisable/vested; performance goals deemed satisfied at target |
Other Directorships & Interlocks
- Interlocks: The Compensation Committee disclosed no interlocks or insider participation; no member (including Mr. Braca) has been an officer/employee of IDN; none of IDN’s executive officers served on another entity’s board/comp committee with reciprocal overlap.
- Other public company boards for Mr. Braca: Not disclosed in the proxy.
Expertise & Qualifications
- 30+ years of banking experience, including CEO of a top‑10 U.S. bank (TD Bank).
- Financial oversight exposure through service on Audit Committee (not designated the audit committee financial expert; that role is held by David E. Ullman).
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Gregory B. Braca | 56,823 | <1% | Percentages based on 19,816,043 shares outstanding as of April 1, 2025 |
Insider Trades and Section 16(a) Compliance
| Date/Period | Event | Filing Status |
|---|---|---|
| Mar 29, 2024 (vesting date) | RSU vesting for directors including Mr. Braca | Form 4 filed April 3, 2024 (inadvertently late) |
Related‑Party Transactions
- No related‑party transactions were disclosed for 2024; governance policies require director recusal on conflicts and no waivers were sought or granted in 2024.
Governance Assessment
- Strengths: Broad banking/CEO experience; serves on all three key committees, enhancing board capacity in audit, compensation, and governance; independent status; stock‑heavy director compensation (87.5% equity for 2024) aligns interests; routine independent‑director executive sessions; no related‑party transactions disclosed.
- Watch items: Single‑trigger vesting acceleration for non‑employee directors upon a change in control (common, but some investors prefer double‑trigger); minor Section 16(a) timeliness lapse on a 2024 Form 4 related to RSU vesting.
- Overall: Profile supports board effectiveness and investor alignment (committee coverage, equity‑linked pay, independence). No material conflicts identified; compliance processes largely sound with a noted clerical lag on one filing.