Matthew Chretien
About Matthew L. Chretien
Matthew L. Chretien is Intellinetics’ Secretary and Chief Strategy Officer (also holding the title of Chief Technology Officer) and is one of the company’s named executive officers; he has served in multiple C‑suite roles at Intellinetics since at least 2011, including Interim President & CEO, Principal Accounting Officer, and Treasurer . Company-level performance metrics relevant to pay-for-performance show Total Shareholder Return (TSR) improving to a $181.88 value of an initial $100 in 2024 (from $66.93 in 2023), while Adjusted EBITDA declined to $2.45M in 2024 from $2.74M in 2023; GAAP net income moved from $0.52M in 2023 to $(0.55)M in 2024 . Intellinetics uses Adjusted EBITDA (not TSR or net income) as the primary financial measure to link executive compensation to performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Intellinetics, Inc. | Interim President & CEO; Principal Accounting Officer & Treasurer (past); Secretary, Chief Technology Officer, Chief Strategy Officer (current) | 2011–present (employment agreement dated Sept 16, 2011) | Multi-year leadership across strategy, technology, and finance; currently oversees strategy and technology functions |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $175,000 | $200,000 | $212,000 |
| All Other Compensation ($) | $16,054 | $14,778 | $14,776 |
- Perquisites categories include health and welfare insurance premiums, life insurance premiums, short‑term disability (where applicable), and a cell phone allowance .
Performance Compensation
Annual cash bonus (actual payout)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Nonequity incentive plan compensation ($) | $26,047 | $30,000 | $46,960 |
Equity awards (grant-date fair value)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock/Option Awards ($) | $101,691 (options) | $0 | $220,750 (stock awards) |
- Performance metrics: Intellinetics does not use TSR or net income to determine executive pay; Adjusted EBITDA is the most important financial measure used to link compensation to performance alongside several other performance measures for annual bonuses .
- Weightings/targets: Specific metric weightings and annual bonus target percentages for Mr. Chretien are not disclosed in the proxy statements reviewed .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (shares) | 96,749 |
| Ownership as % of shares outstanding | 2.22% (based on 4,314,458 shares outstanding) |
| Options/warrants exercisable within 60 days (included above) | 41,464 |
- Hedging/Pledging: Directors and executive officers are prohibited from hedging and generally from holding company securities in margin accounts or pledging company securities as collateral .
- Stock ownership guidelines: The Compensation Committee reviews, modifies, and monitors compliance with stock ownership guidelines; specific multiples and compliance status are not disclosed .
Option holdings and vesting detail (as of 12/31/2024)
| Grant | Exercisable (#) | Unexercised/Unearned (#) | Exercise Price ($) | Expiration | Vesting detail |
|---|---|---|---|---|---|
| Legacy option | 2,000 | – | 6.50 | 12/31/2025 | Time‑based |
| 9/1/2030 option | 20,000 | – | 4.00 | 9/1/2030 | Time‑based |
| 4/13/2032 option | 12,976 | 6,488 | 6.08 | 4/13/2032 | 3‑year time-based; 6,488 vested on 4/14/2025 |
Notes: The April 14, 2025 vest converted 6,488 unearned options to vested status; as of April 25, 2025, 41,464 options/warrants were exercisable within 60 days (included in beneficial ownership) .
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Employment agreement effective September 16, 2011 (Intellinetics Ohio) |
| Current titles | Secretary; Chief Technology Officer; Chief Strategy Officer |
| Status/Term | At‑will; indefinite term |
| Base salary (current disclosed year) | $212,000 for 2024 |
| Bonus eligibility | Eligible at company discretion for profit sharing, commissions, and bonuses |
| Deferred compensation | $100,828 lump sum originally due 3/31/2015; payment deferred and paid in full in 2022 |
| Non‑compete | 6 months post‑termination in Ohio |
| Non‑solicit | 2 years post‑termination |
| Confidentiality | Non‑disclosure of trade secrets/proprietary information |
| Severance / Change‑of‑Control | No severance multiples disclosed for Mr. Chretien; by contrast, CEO and CFO have 1x salary on change‑of‑control and 0.5x on other qualifying terminations (approved 3/19/2024) |
Pay vs Performance context (company-level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of $100 initial investment ($) | 90.66 | 66.93 | 181.88 |
| GAAP Net Income ($) | 24,027 | 519,266 | (546,215) |
| Adjusted EBITDA ($) | 2,413,901 | 2,744,649 | 2,451,882 |
- Adjusted EBITDA definition and reconciliation to GAAP are provided in Appendix B of the 2025 proxy .
Investment Implications
- Alignment and risk posture: Prohibition on hedging/pledging and a sizable option/stock position (2.22% beneficial ownership; 41,464 options/warrants exercisable within 60 days as of April 25, 2025) support alignment; lack of disclosed personal pledging is positive for governance .
- Incentive design: Bonuses tie to Adjusted EBITDA and other goals (no disclosed weightings/targets); 2024 saw a step-up in equity grants ($220,750 stock awards vs. none in 2023), increasing at‑risk compensation exposure to equity performance .
- Potential selling/flow dynamics: 6,488 options vested on April 14, 2025, adding incremental exercisable supply; 2,000 options expire December 31, 2025, which can create timing pressure to exercise before year‑end 2025 (not a prediction of sales) .
- Retention/change‑of‑control: No disclosed severance/change‑of‑control multiple for Mr. Chretien may represent a retention risk relative to CEO/CFO, who have defined severance protections adopted March 19, 2024 .
- Performance backdrop: Despite a 2024 TSR rebound, Adjusted EBITDA declined year‑over‑year and net income turned negative; incentive use of Adjusted EBITDA suggests management focus on operating earnings quality and cash‑like performance, which bears watching into future grants and payouts .
Appendix: Additional Data Tables
Multi-year compensation detail for Matthew L. Chretien
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $175,000 | $200,000 | $212,000 |
| Stock/Option Awards ($) | $101,691 (options) | $0 | $220,750 (stock awards) |
| Nonequity Incentive ($) | $26,047 | $30,000 | $46,960 |
| All Other Compensation ($) | $16,054 | $14,778 | $14,776 |
| Total ($) | $318,792 | $244,778 | $494,486 |
