James DeSocio
About James DeSocio
James F. DeSocio, 69, is President and Chief Executive Officer of Intellinetics and has served on the Board since September 25, 2017. His background spans CRO and EVP roles in enterprise software and operations; the company highlights Adjusted EBITDA as the primary performance measure used to link pay to outcomes, with Adjusted EBITDA of $2.45M in 2024 and $2.74M in 2023, and a pay-versus-performance TSR index value of 181.88 for 2024 (initial $100 basis) . Education was not disclosed in the proxy biography .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Relayware, LLC | Chief Revenue Officer | Jan 2015–Sep 2017 | Partner Relationship Management; sales leadership and go-to-market execution |
| XRS Corporation | EVP, Operations | Jan 2013–Nov 2014 | Fleet management software; operations leadership |
| Antenna Software, Inc. | EVP, Sales & Business Development | Oct 2007–Sep 2012 | Business mobility solutions; sales, alliances, and M&A experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Pica9 | Chairman of the Board | Jan 2020–present | New York-based digital marketing company |
Fixed Compensation
| Year | Base Salary ($) | Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 355,000 | 1,964 | Health & welfare insurance, life insurance, cell phone allowance |
| 2023 | 300,000 | 2,225 | Health & welfare insurance, life insurance, short-term disability, cell phone allowance |
- Target bonus percentage: not disclosed in proxy; actual annual cash bonuses paid were $73,139 (2024) and $60,000 (2023) .
Performance Compensation
| Year | Stock Awards ($) | Annual Cash Bonus ($) |
|---|---|---|
| 2024 | 264,900 | 73,139 |
| 2023 | 0 | 60,000 |
- Performance metrics: Company states Adjusted EBITDA is the most important metric used to link company performance to compensation actually paid; TSR and net income are not utilized in its executive compensation program .
- Pay-versus-performance context (company-level metrics):
- Adjusted EBITDA: $2,451,882 (2024) vs $2,744,649 (2023) .
- Net Income (GAAP): $(546,215) in 2024 vs $519,266 in 2023 .
- TSR index (initial $100 value): 181.88 (2024), 66.93 (2023), 90.66 (2022) .
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted EBITDA ($) | 2,744,649 | 2,451,882 |
| Net Income (GAAP) ($) | 519,266 | (546,215) |
| TSR Index (Initial $100) | 66.93 | 181.88 |
Equity Awards and Vesting Schedule (Options)
| Grant/Block | Exercisable (#) | Unexercised/Unvested (#) | Exercise Price ($) | Expiration | Vesting Detail |
|---|---|---|---|---|---|
| Option block | 25,000 | — | 6.50 | 12/31/2025 | Fully vested/exercisable |
| Option block | 25,000 | — | 4.00 | 9/1/2030 | Fully vested/exercisable |
| Option block | 52,262 | 25,592 | 6.08 | 4/13/2032 | Time-based vesting; 25,592 vest on 4/14/2025 |
- Equity plan capacity (company-wide): 374,411 outstanding options/warrants/rights; weighted-average exercise price $6.20; 318,701 remaining available for future issuance (as of 12/31/2024) .
Equity Ownership & Alignment
| As of | Direct/Common Shares | Options/Warrants Exercisable ≤60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| April 25, 2025 | ~58,055 (derived from 185,909 total minus 127,854 options) | 127,854 | 185,909 | 4.18% |
- Hedging and pledging: Directors and executive officers are prohibited from hedging company securities and from holding company securities in margin accounts or pledging as collateral .
- Stock ownership guidelines: Compensation Committee oversees and monitors guidelines; specific multiples/thresholds not disclosed .
Employment Terms
| Term | Summary |
|---|---|
| Offer letter date / role | Appointed President & CEO via offer letter on September 25, 2017 . |
| Base compensation | Offer letter originally at $270,000; later increased by Compensation Committee to $355,000 (2024 actual base $355,000) . |
| Employment status | At-will; term indefinite . |
| Non-compete | 6 months in the State of Ohio post-termination . |
| Non-solicit | 2 years post-termination . |
| Change-of-control severance | One year’s base salary upon a change of control . |
| Other severance | Six months’ base salary upon termination without cause or resignation for good reason . |
| Benefits/perquisites | Eligible for 401(k), health insurance, paid vacation, company-paid technology; modest perquisites disclosed (insurance premiums, cell phone allowance) . |
| Clawback provisions | Not disclosed in proxy materials. |
Board Governance
- Board service: Director since September 25, 2017; currently serves as CEO and director; Chairman role separated from CEO. William Cooke served as Chair until June 2024; Michael Taglich appointed Chairman thereafter; separation of roles has been in place since 2012 .
- Committee roles: Audit, Compensation, and Nominating committees populated by independent directors (with permitted exceptions); DeSocio not listed among committee members in 2024–2025 committee rosters .
- Independence: Majority independent Board (moving to 50% with proposed addition as permitted for a smaller reporting company); DeSocio, as CEO, is not independent .
- Board activity: 4 Board meetings in 2024; each director attended at least 88% of Board/committee meetings; aggregate attendance 98% .
- Executive sessions: Held by independent directors without management when appropriate .
Director Compensation (for context; DeSocio is an employee director)
- Non-employee directors in 2024 received cash fees and fully vested option awards; Board approved standard director compensation on April 1, 2025 (cash retainer and additional chair fees; equity via fully vested options) . Details: $27,000 base annual cash for members, plus $15,000 for Board Chair and Audit Chair, $5,000 for Compensation Chair; equity grants of 4,500 options plus an additional 4,500 for the Board Chair .
Risk Indicators & Red Flags
- Hedging/pledging prohibited, reducing alignment concerns .
- Legal proceedings: Company not aware of material proceedings involving directors or executive officers adverse to the company .
- Related-party exposure: Company retains Taglich Brothers, Inc. for issuer-paid research and has related-person 12% subordinated notes from 2022; oversight via Audit Committee .
Compensation Committee Analysis
- Composition and independence: Compensation Committee chaired by Stanley P. Jaworski; permitted exception for Michael Taglich’s independence status as a smaller reporting company (expected to become independent by 2026) .
- Consultant use: Committee has authority to retain independent consultants but has not engaged one to date .
- Oversight scope: Sets performance goals, administers cash/equity incentives, and monitors stock ownership guidelines and compensation risk .
Investment Implications
- Alignment and ownership: DeSocio beneficially owns 4.18% of shares (185,909), including 127,854 options exercisable within 60 days—solid insider alignment for a micro-cap .
- Near-term vesting/supply: 25,592 options vest on April 14, 2025 (strike $6.08), creating potential incremental sell/exercise-related flow; option blocks expire in 2025, 2030, and 2032, spreading potential exercise windows over time .
- Pay mix shift: 2024 introduced meaningful stock awards ($264,900) after zero in 2023, increasing equity-based incentives; annual cash bonus rose to $73,139 (2024) from $60,000 (2023), while base salary increased to $355,000—suggesting a tilt toward equity incentives alongside higher fixed pay .
- Change-of-control economics: One-year base salary CoC severance and six months for other terminations without cause/good reason—not outsized multiples; limited parachute risk .
- Governance structure: Separation of Chair and CEO reduces dual-role concentration risk; committee independence with formal charters supports oversight of compensation and related-party transactions .
All facts and figures above are sourced from Intellinetics’ 2025 DEF 14A proxy statement; specific citations appear inline.
