Guy L. Smith
About Guy L. Smith
Guy L. Smith, 75, is Intellicheck’s independent Chairman of the Board, serving as a director since 2005 and appointed Chairman on November 14, 2018. His career spans senior executive roles in global corporations, the U.S. government, and NGOs, with deep expertise in reputation management, crisis communications, government relations, and corporate affairs, including 17 years as EVP at Diageo North America and service as Special Advisor to President Bill Clinton. He has led high-profile crisis initiatives, authored a leadership book, and remains active in civic and academic roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Diageo North America | Executive Vice President | 17 years (dates not disclosed) | Led regulatory/legislative/social change → share gains for spirits over beer and wine |
| The White House | Special Advisor to President Clinton (Impeachment defense team; communications/political strategy) | Not disclosed | Senior advisory role in crisis communications |
| Hill & Knowlton International PR | Chief Operating Officer (New York) | Not disclosed | Consulted to major consumer/technology/legal clients |
| Philip Morris Companies (Altria) | VP Corporate Affairs (senior public affairs officer) | ~17 years (incl. Miller Brewing, Seven-Up) | Led corporate affairs at Miller and Seven-Up; pioneered toll-free numbers on packaging |
| Appalachian Regional Commission | Director of Information | Early career | Public communications leadership |
| Journalism (The Knoxville Journal) | Reporter and Assistant City Editor | Early career | Media experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Barrier Island Trust | Chairman | Current | Environmental protection organization |
| The Center for Democracy | Director | Past | Engagement with democratic institutions globally |
| Fire Department of New York | Honorary Battalion Chief | Current | Civic recognition |
| Mount Vernon (Board of Advisors) | Former Member | Past | Advisory role at historic institution |
| Moscow State University | Visiting Professor (Public Relations) | Past | Taught first western-style PR courses post-Soviet era |
| Multiple disaster relief efforts (AmeriCares) | Vice Chairman; field leadership | Past | Led airlift and relief missions in global crises |
Board Governance
- Role: Independent Chairman; CEO and Chairman roles separated; independent directors meet in executive session at every board meeting.
- Independence: The Board determined Smith and other non-management directors are independent under Nasdaq rules (Section 5605).
- Committee assignments: Smith is not listed on the Audit, Compensation, or Nominating & Corporate Governance Committees; those committees are composed solely of independent directors (Audit: Ullman chair; Glenn; Braca. Compensation: Glenn chair; Ullman; Braca; Black. Nominating: Black chair; Braca).
- Attendance: In FY2024 the Board held 4 meetings; each committee held 4 meetings; all directors attended at least 75% of aggregate Board and committee meetings; all directors attended the prior annual meeting.
- Risk oversight: The Board and its committees oversee strategic, financial, and compliance risks; Audit oversees financial reporting and liquidity; Compensation oversees compensation risk; Nominating oversees governance and Board leadership.
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | — | 120,000 | — | — | 120,000 |
- Structure: Non-employee directors received a base annual fee of $100,000; the Chairman received an additional $20,000. The Board increased director fees in 2021 to $100,000 for directors and $120,000 for the Chairman, with part of the increase paid in shares to align interests.
- Policy: Director compensation set by the Board upon recommendation of the Corporate Governance Committee; reasonable expenses reimbursed.
Performance Compensation
| Feature | Policy Details |
|---|---|
| Repricing prohibition | Options/SARs cannot be repriced or replaced for value without prior stockholder approval. |
| Minimum vesting | No portion of awards vests earlier than one year from grant, except up to an aggregate 5% carve-out and certain termination/CIC accelerations. |
| Dividends on unvested awards | No dividends/distributions paid until the applicable portion of the award is fully vested and issued. |
| Non-employee director award limits | Aggregate annual equity grant-date fair value plus other compensation capped at $200,000; up to $400,000 in first year joining the Board. |
| Change-in-control treatment | For non-employee directors, upon change in control, outstanding awards fully exercisable; restrictions lapse; performance goals deemed satisfied at target. |
| Clawback policy | Incentive-based compensation recovery adopted in Dec 2023; recoup over 3 years prior to required restatement for excess incentive comp based on erroneous data. |
Note: Intellicheck’s director compensation is retainer/equity-based; no disclosed director-level performance metrics (KPIs) or target structures—performance metrics in the proxy apply to executive bonuses (Revenue and Adjusted EBITDA).
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed. |
| Private/NGO boards | The Center for Democracy (past director); Barrier Island Trust (current chairman). |
| Interlocks/conflicts | Compensation Committee interlocks: none; no officer served on another company’s board/comp committee with reciprocal service. |
Expertise & Qualifications
- Board qualifications: Leadership development, reputation management, crisis/disaster planning, government/public affairs; extensive global corporate and NGO experience.
- Industry exposure: Consumer products (spirits, beer, soft drinks), public relations, finance/policy; lectures and teaching roles (Moscow State University).
- Recognitions: Civic honors and disaster relief leadership; published author.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Guy L. Smith | 395,687 | 2.00% | Includes 6,239 shares via options exercisable within 60 days. |
- Shares pledged: The Company reports no pledges or arrangements that could later result in a change in control.
- Ownership guidelines: No explicit director stock ownership guidelines disclosed; Board uses stock compensation to align interests.
Insider Trades
| Date (Event) | Filing Date | Form | Nature |
|---|---|---|---|
| March 29, 2024 (RSU vesting) | April 3, 2024 | Form 4 | Filing was inadvertently late; similar late filings noted across directors for March 2024 vestings. |
Governance Assessment
- Board leadership and independence: Separation of Chair/CEO roles; Smith is an independent Chairman; all committees composed of independent directors—supports oversight quality and investor confidence.
- Committee coverage: Audit, Compensation, and Nominating committees functioning with defined charters and experienced chairs (Audit financial expert identified); Smith not on committees, focusing on Board leadership.
- Attendance and engagement: All directors met at least the 75% threshold across Board and committee meetings; executive sessions held every meeting—positive engagement signal.
- Compensation alignment: Director pay includes equity; Chairman’s 2024 comp was all stock ($120k), increasing alignment; annual caps under the plan limit pay inflation risk.
- Shareholder-friendly provisions: No option/SAR repricing without stockholder approval; minimum vesting standard; dividends deferred until vesting; clawback policy adopted.
- Conflicts and related-party transactions: No waivers or related-party transactions reported; directors must recuse from matters affecting personal interests—low conflict exposure.
- RED FLAGS: Minor compliance lapse—late Section 16 Form 4 filing for March 29, 2024 RSU vesting (filed April 3, 2024); no share pledging disclosed; director equity accelerates at change in control (standard but investors should note automatic acceleration).