John Guttilla
About John Guttilla
John Guttilla, 68, is an independent director of Intellinetics, Inc. (INLX), elected to the Board on November 10, 2022; he is a certified public accountant (CPA) and currently a Partner at Marcum LLP, qualifying as the Board’s “audit committee financial expert” under Item 407(d) of Regulation S-K . He holds a B.S. in Accounting from Fordham University and a Master’s in Taxation from St. John’s University, with a governance-focused background in audit oversight and public company board service .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Rotenberg Meril (merged into Marcum LLP in 2022) | Partner; Management Committee member; Director of Financial Services Department | 1988–2022 | Led financial services practice; firm merged into Marcum LLP, where Guttilla is now Partner . |
| Orchids Paper Products Company (public; acquired 2019) | Director; Audit Committee Chair | 2005–2019 | Chaired audit oversight through public-company lifecycle until acquisition . |
External Roles
| Organization | Role | Tenure | Committees / Responsibilities |
|---|---|---|---|
| Marcum LLP | Partner | 2022–Present | Public accounting; no disclosed services to INLX . |
| DecisionPoint Systems, Inc. (public) | Director; Audit Committee Chair | 2014–Present | Chairs audit oversight; external public company governance role . |
Board Governance
- Committee assignments: Audit Committee Chair (2024 membership: Guttilla (Chair), Roger Kahn until 2/18/2025, Paul Seid) . Compensation Committee member in 2024 (Chair: Stanley Jaworski; members included William Cooke until 6/20/2024, Guttilla, and non-independent Michael Taglich by exception) . Nominating & Corporate Governance Committee member appointed April 28, 2025 (committee included non-independent Michael Taglich by exception since 3/4/2025) .
- Independence and expertise: The Board identifies Guttilla as independent under NYSE American rules and deems him financially literate; he qualifies as an “audit committee financial expert” .
- Attendance: The Board met 4 times in 2024; each director attended at least 88% of Board and applicable committee meetings, aggregate attendance 98% (director-level detail not individually disclosed) .
- Executive sessions: Independent directors hold executive sessions without management as deemed necessary .
- Annual meeting attendance: Only 16% of directors attended last year’s Annual Meeting (individual director attendance not disclosed) — low visibility to shareholders is a governance concern .
- Board composition: Independent directors constituted a majority historically; upon election of a sixth director, independents will constitute 50% (permissible for a smaller reporting company) .
Fixed Compensation
| Year | Cash Fees | Equity/Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| 2024 | $35,000 | $40,289 (stock options; fully vested at grant) | $75,259 |
| 2025 Director Pay Policy (Approved 4/1/2025) | Cash Amount | Equity |
|---|---|---|
| Base retainer | $27,000 per year | 4,500 fully vested Non-Qualified Stock Options per year |
| Audit Committee Chair add’l | $15,000 per year (applies to Guttilla as Audit Chair) | — |
| Compensation Committee Chair add’l | $5,000 per year | — |
| Board Chair add’l | $15,000 per year cash; 4,500 additional fully vested options | 4,500 additional options |
| Meeting fees | No additional compensation for meetings | — |
Performance Compensation
| Element | Detail |
|---|---|
| Performance-based pay | None disclosed for directors; option grants are fully vested at grant (no performance metrics) . |
| Pay policies | Compensation Committee has not engaged an independent compensation consultant to date; uses internal oversight and Board authority under charter . |
Other Directorships & Interlocks
| Company | Role | Interlock / Network Considerations |
|---|---|---|
| DecisionPoint Systems, Inc. | Director; Audit Chair | Board overlaps: Michael Taglich serves as director of DecisionPoint Systems; Stanley Jaworski previously served as DecisionPoint Systems Board Chair. This creates information-flow networks and potential influence channels across boards . |
| Orchids Paper Products Company | Former Director; Audit Chair | Historical role; no current interlock. |
- Related-party oversight at INLX: The Audit Committee (chaired by Guttilla) reviews related-person transactions; INLX retains Taglich Brothers, Inc. for issuer-paid stock research ($18,000/year) and Taglich-affiliated 12% subordinated notes from 2022 (e.g., $600,000 principal to Robert F. Taglich) — elevating the importance of independent committee oversight .
Expertise & Qualifications
- CPA with deep public-company audit oversight; designated “audit committee financial expert” at INLX .
- Accounting leadership: decades at Rotenberg Meril/Marcum; led financial services practice; management committee experience .
- Board experience: Chairs audit committees at multiple public companies (DecisionPoint Systems; formerly Orchids Paper) .
- Education: B.S. Accounting (Fordham); M.S. Taxation (St. John’s) .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % of Outstanding | Components / Notes |
|---|---|---|---|
| John Guttilla | 30,905 | <1% | Includes 6,000 shares underlying stock options exercisable within 60 days of April 25, 2025 . |
- Hedging/pledging: INLX prohibits directors and officers from hedging Company securities and generally prohibits holding Company securities in margin accounts or pledging as collateral — alignment-positive policy .
- Stock ownership guidelines: The Compensation Committee oversees stock ownership guidelines, but specific director thresholds and compliance status are not disclosed .
Governance Assessment
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Strengths
- Independent director with CPA credentials and designated audit financial expert; chairs Audit Committee, reinforcing financial reporting integrity .
- Active committee roles across Audit, Compensation (member), and Nominating/Governance (member), indicating broad engagement in pay oversight, nominations, and governance policy .
- Board attendance robust in 2024 (each ≥88%; aggregate 98%), supporting board effectiveness .
- Anti-hedging/pledging policy strengthens alignment; director option awards are fully vested and transparent .
-
Risks and Red Flags
- Low director attendance at Annual Meeting (16%) reduces shareholder engagement and may be viewed negatively by investors; individual director attendance not disclosed (visibility gap) .
- Board independence expected at only 50% post-expansion; Nominating and Compensation Committees include a non-independent director by small-company exception, which heightens reliance on independent members like Guttilla to mitigate influence risks .
- Related-party exposure with Taglich affiliates (issuer-paid research, historical notes) necessitates rigorous Audit Committee review for conflicts — oversight sits with Guttilla’s committee .
- No independent compensation consultant retained to date, increasing potential for internally influenced pay decisions .
-
Compensation alignment signals
- Director cash/equity mix for Guttilla (2024: $35,000 cash; $40,289 options) is modest and standard for micro-cap boards; 2025 policy adds $15,000 for Audit Chair, appropriately compensating elevated audit oversight responsibilities .
- Absence of performance-conditioned director equity (fully vested options) is common but provides limited direct performance linkage; investors may focus on Audit Chair effectiveness and independence as primary alignment factor .
