Michael Taglich
About Michael Taglich
Michael N. Taglich (age 59) is Chairman of the Board at Intellinetics (INLX). He joined the board on October 27, 2023, and was appointed Chairman in June 2024. He co‑founded Taglich Brothers, Inc. in 1992 and serves as its Chairman and President; he holds a B.S. in Business Administration from New York University. As of April 25, 2025, he beneficially owned 848,506 INLX shares (19.32% of outstanding), including 78,124 shares underlying options/warrants exercisable within 60 days.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taglich Brothers, Inc. | Co‑Founder, Chairman & President | 1992–present | Focus on public/private micro-cap companies; brings finance, operations, strategic planning expertise to boards |
| Mare Island Dry Dock Inc. (private) | Chairman of the Board | Currently serving | Private company leadership; operational oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DecisionPoint Systems, Inc. (NYSE American: DPSI) | Director | Current | Public company board experience; INLX director John Guttilla is also DPSI Audit Chair (interlock) |
| Air Industries Inc. (NYSE American: AIRI) | Director | Current | Public company board experience |
Board Governance
- Roles and independence
- Chairman of the Board since June 2024; CEO role is separate (board leadership separation since 2012) .
- Committee assignments: Compensation Committee member (non‑independent; smaller reporting company exception used; expected to become independent by 2026); Nominating & Corporate Governance Committee member (appointed March 4, 2025; non‑independent; exception used; expected independent by 2026) .
- Board structure, attendance, and engagement
- 2024: Board held 4 meetings; each director attended at least 88% of board/committee meetings; aggregate director attendance 98% .
- Annual Meeting attendance: only 16% of directors attended last year (low) .
- Executive sessions of independent directors held as needed; any independent director may request sessions .
- Election results (2025 Annual Meeting)
- Michael N. Taglich received 1,997,032 votes “For” and 35,362 “Withheld”; all nominees elected .
Fixed Compensation
| Component | 2024 Actual (Taglich) | 2025 Director Program (approved Apr 1, 2025) |
|---|---|---|
| Cash retainer – base | $40,000 | $27,000 (all directors) |
| Cash – Board Chair premium | Included above | +$15,000 (Chair) |
| Cash – Committee Chair premiums | N/A for Taglich | +$15,000 (Audit Chair); +$5,000 (Comp Chair) |
| Meeting fees | $0 | $0 (no per‑meeting fees) |
Notes: 2024 Director Compensation (Taglich): Fees earned in cash $40,000; Option awards grant‑date fair value $80,579; Total $120,579. Option awards were fully vested at grant.
Performance Compensation
| Equity Instrument | Grant Mechanics | 2024 Value (Taglich) | 2025 Policy |
|---|---|---|---|
| Non‑Qualified Stock Options | Fully vested at grant (non‑performance) | $80,579 (grant‑date fair value) | 4,500 options annually (all directors) + additional 4,500 options for Board Chair (all fully vested) |
Performance metrics in director compensation: None disclosed for directors (options are time‑based and fully vested).
Other Directorships & Interlocks
- Current public boards: DecisionPoint Systems (DPSI), Air Industries (AIRI) .
- Interlocks with INLX directors at DPSI:
- John Guttilla (INLX director) is DPSI director and Audit Committee Chair .
- Stanley P. Jaworski, Jr. (INLX director) previously served as DPSI Chairman (2016–2024) .
Expertise & Qualifications
- Capital markets and micro-cap investing; co‑founded and leads a broker‑dealer focused on micro‑caps .
- Board leadership and governance at public and private companies; Chairman of a private industrial company (Mare Island Dry Dock) .
- Education: B.S. in Business Administration, New York University .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Outstanding | Derivative/Exercisable Within 60 Days | Shares Outstanding (Record Date) |
|---|---|---|---|---|
| Michael N. Taglich | 848,506 | 19.32% | 78,124 (options/warrants) | 4,314,458 (as of Apr 21, 2025) |
- Hedging/pledging: INLX policy prohibits directors and executives from hedging or pledging company securities; holding shares in margin accounts is generally prohibited .
- Section 16 compliance: A Form 4 for a purchase by Michael Taglich on August 19, 2024 was filed on August 30, 2024 (late filing) .
Governance Assessment
- Positives
- High ownership alignment: 19.32% beneficial ownership suggests strong “skin‑in‑the‑game” .
- Board/management role separation: Chairman and CEO roles are separate; Taglich as non‑executive Chair enhances oversight structure .
- Board engagement: 2024 attendance metrics are strong (each ≥88%; aggregate 98%) .
- Anti‑hedging/pledging policy reduces misalignment risk .
- Risks and RED FLAGS
- Independence: Not independent; serves on Compensation and Nominating & Corporate Governance Committees via smaller reporting company exception; company “anticipates” independence by 2026. Committee membership while non‑independent is a governance risk (RED FLAG) .
- Related‑party exposure:
- Taglich Brothers received issuer‑paid research fees ($18,000/year) in 2024–2025; Michael N. (INLX director/Chair) and Robert F. Taglich (5%+ holder) are principals (RED FLAG) .
- Significant prior compensation to Taglich Brothers/affiliates as placement agent and advisor in 2022 (success fee $200,000; placement agent fees $696,420; 124,258 warrants at $4.62; extension of 131,700 existing warrants) (RED FLAG) .
- Debt transactions: 12% subordinated notes due 2025 included $600,000 principal held by Robert F. Taglich; on June 24, 2025, INLX prepaid notes, including $545,772 (principal and interest) to related parties Michael N. and Robert F. Taglich (conflict optics; mitigated by termination) (RED FLAG) .
- Annual meeting engagement: Only 16% of directors attended last year’s Annual Meeting (RED FLAG) .
- Filing timeliness: Late Form 4 for Aug 19, 2024 purchase (process weakness) .
Related-Party Transactions (Detail)
- 2022 subordinated notes (12%): $600,000 principal purchased by Robert F. Taglich; due March 30, 2025 .
- June 18–24, 2025: INLX prepaid and terminated notes; aggregate prepayment $1,373,740 (principal $1,339,500; interest $34,240), of which $545,772 paid to related parties including Michael N. and Robert F. Taglich .
- Taglich Brothers engagements:
- $18,000/year issuer‑paid stock research retainer (ongoing) .
- 2022 advisory/placement compensation: $200,000 success fee (Yellow Folder acquisition), $696,420 placement fees (8% of proceeds), 124,258 warrants at $4.62, and extension of 131,700 warrants to March 30, 2027 .
Director Election & Voting (2025)
| Nominee | For | Withheld |
|---|---|---|
| Michael N. Taglich | 1,997,032 | 35,362 |
Auditor ratification passed: For 2,207,027; Against 557; Abstain 0 .
Notes on Committees and Attendance
- Audit Committee: Members in 2024 were John Guttilla (Chair), Roger Kahn (resigned Feb 18, 2025), and Paul Seid; Michael Taglich was not a member .
- Compensation Committee (2024): Members were Stanley P. Jaworski (Chair), William Cooke (resigned June 20, 2024), John Guttilla, and Michael Taglich; Taglich not independent; exception used .
- Nominating & Corporate Governance Committee: Members in 2024 were Roger Kahn (Chair) and Stanley Jaworski; after Kahn’s resignation, Taglich appointed Mar 4, 2025; Guttilla appointed Apr 28, 2025; Taglich not independent; exception used .
- 2024 attendance: each director ≥88% of board/committee meetings; aggregate 98% .
Governance Implications for Investors
- Concentrated ownership with board chair role provides strong alignment but heightens related‑party and independence scrutiny. Continued reliance on small‑issuer independence exceptions for key committees and ongoing/legacy transactions with Taglich‑affiliated entities are material governance risk factors that may affect investor confidence during capital raises, M&A and compensation decisions. Monitor steps toward independence by 2026, cessation or enhanced oversight of related‑party engagements, and improvement in Annual Meeting participation.
