Jonathan Robins
About Jonathan Robins
Intellicheck’s Chief Technology Officer since October 3, 2023; previously VP of Engineering from June 2023. Age 63 as of April 1, 2025; executive officer, not a director . Compensation structure: employment agreement effective May 25, 2023 with base salary initially $250,000, target annual bonus up to 40% of base; base increased to $300,000 effective March 2024 . Company performance context during his tenure: revenues increased from FY 2022 to FY 2024 and EBITDA losses narrowed over the same period (see table below; values from S&P Global).*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Intellicheck | VP Engineering → CTO | 2023–present | Promoted to CTO October 2023 to lead engineering and data-driven/ML initiatives . |
| ForceMetrics | Lead Software Engineer | 2021–2023 | Led software engineering; experience applying ML/data solutions cited in CTO appointment release . |
| Chicago Cubs (Baseball Ops) | Developer, Baseball Systems | 2019–2021 | Built applications leveraging large data sets, statistical modeling, AI/ML . |
| Sun Life Financial | AVP | 2012–2019 | Senior technical/engineering leadership . |
| Solidify Software, LLC | CEO & Founder | 1996–2012 | Built and later sold enterprise applications/services firm . |
External Roles
- None disclosed in the 2025 and 2024 proxy statements for Mr. Robins .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 129,735 | 306,250 |
| Target Bonus (% of base) | Up to 40% | Up to 40% |
| Actual Cash Bonus Paid ($) | — | 37,294 |
| All Other Compensation ($) | — | — |
Performance Compensation
Annual Cash Incentive Plan (Bonus)
| Metric | Weighting | Target | Actual Payout | Vesting/Timing |
|---|---|---|---|---|
| Board-set objectives (specific financial/operational metrics not disclosed for CTO) | Not disclosed | Up to 40% of base salary | $37,294 (FY2024) | Paid in cash following FY performance |
Equity Awards (Outstanding as of Dec 31, 2024)
| Grant date | Type | # Exercisable | # Unexercisable | Exercise Price ($) | Expiration | Vesting terms |
|---|---|---|---|---|---|---|
| 06/26/2023 | Stock options | 17,500 | 17,500 | 2.44 | 06/26/2028 | 33.33% at 1-year, then equal quarterly over next 2 years (for footnoted grants) . |
| 08/16/2023 | Stock options | 20,000 | — | 2.44 | 08/16/2028 | Not explicitly stated; exercisable by 12/31/2024 . |
| 03/15/2024 | Stock options | — | 35,000 | 1.81 | 03/15/2031 | Not disclosed . |
| 03/15/2024 | Stock options | — | 17,500 | 1.99 | 03/15/2031 | Not disclosed . |
| 03/15/2024 | Stock options | — | 17,500 | 2.17 | 03/15/2031 | Not disclosed . |
The Compensation Committee grants options at or above fair market value; it also grants RSUs, and does not time awards around MNPI; no awards were granted to NEOs in blackout windows during 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 68,950 shares; less than 1% of outstanding (19,816,043 shares outstanding) . |
| Exercisable within 60 days | Includes 63,750 shares issuable upon exercise of options exercisable within 60 days . |
| Vested vs. unvested | See outstanding equity table; significant unvested options from 2024 grants . |
| Pledging | Company states no arrangements known, including any pledge by any person, that may result in a change in control (implies no pledges disclosed) . |
| Insider transactions | Form 4 filed Dec 14, 2023 reporting an open-market purchase; 5,000 shares at $1.80 (~$9,000) . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in the proxy excerpts reviewed . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement effective date | May 25, 2023 . |
| Base salary | $250,000 initial; increased to $300,000 effective March 2024 . |
| Target bonus | Up to 40% of base salary, Board-determined . |
| Severance | Not disclosed for Mr. Robins in the sections reviewed . |
| Change-in-control (equity) | Under the 2025 Omnibus Plan: if awards are not assumed in a CIC, they fully vest/exercise; if assumed, double-trigger acceleration upon qualifying termination within 2 years; performance awards earned at greater of target or actual-to-date, pro rata for period served . |
| Clawback policy | Incentive-based compensation recovery policy adopted Dec 2023, compliant with Nasdaq listing standards . |
| Insider trading policy | Prohibits trading while in possession of MNPI; policy on file as an exhibit to the 2024 10-K . |
| Grant timing | Company states no practice of coordinating award grants around MNPI; avoided granting during specified blackout windows in 2024 . |
Company Financial Context (for Performance Alignment)
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 15,966,000* | 18,906,000* | 19,997,000* |
| EBITDA ($) | -3,687,000* | -1,994,000* | -876,000* |
Values retrieved from S&P Global.*
Investment Implications
- Pay-for-performance alignment: Cash bonus opportunity is capped at 40% of base and paid against Board-set objectives; 2024 payout ($37k) was modest relative to salary, suggesting some discipline, but the absence of disclosed performance metrics limits external assessment of rigor .
- Retention and selling pressure: Robins holds meaningful unvested option grants from March 2024 with expirations in 2031, which supports retention; his documented open-market purchase in December 2023 is a positive alignment signal, and there is no pledging disclosed .
- Equity alignment and CIC risk: Equity is time-based for the CTO awards shown; the 2025 plan prohibits option repricing without shareholder approval and provides standard CIC protections (single-trigger if not assumed; double-trigger if assumed), balancing retention with shareholder safeguards and a compliant clawback .
- Track record/execution: He was elevated to CTO to drive data/ML initiatives and modernization of engineering; Intellicheck highlighted his AI/ML background in the CTO appointment release. Company revenues increased and EBITDA losses narrowed from FY 2022 to FY 2024, providing an improving backdrop for technology execution, though specific CTO-linked KPIs are not disclosed .
Key watch items: future proxy disclosure of bonus metrics and weighting; additional Form 4 activity around vesting dates; any adoption of executive ownership guidelines; and changes to severance/CIC terms specific to the CTO.