Russell Bernier
About Russell Bernier
Russell Bernier, 59, has over 35 years in financial services. He is Vice President of Institutional Sales at Taglich Brothers, Inc. (20 years) and previously was a Financial Advisor at JP Morgan Chase’s Small Business Unit; he holds Series 7, 63, 24, and 65 licenses and earned an Electrical Engineering degree from Farmingdale State College . He was nominated to join Intellinetics’ Board for a one-year term at the June 18, 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Taglich Brothers, Inc. | Vice President, Institutional Sales | 20 years | Institutional sales leadership |
| JP Morgan Chase – Small Business Unit | Financial Advisor | Not disclosed (prior role) | Investment and asset allocation advisory |
External Roles
- No public company directorships or committee roles disclosed for Bernier .
Board Governance
- Independence status: Company disclosure indicates that after adding a sixth director (Bernier), independent directors will constitute 50% of the board, implying Bernier is not classified independent under NYSE American rules given his employment ties; current independent directors are John Guttilla, Stanley P. Jaworski Jr., and Paul Seid .
- Attendance: The Board held 4 meetings in 2024; each director attended at least 88% of Board and committee meetings, aggregate attendance 98% . Director attendance at the Annual Meeting last year was 16% .
- Committee memberships context (Bernier’s committee assignments were not disclosed as of the proxy date):
- Audit Committee: Members in 2024 were John Guttilla (Chair), Roger Kahn, and Paul Seid; Guttilla is the audit committee financial expert; met 4 times in 2024 .
- Compensation Committee: 2024 members were Stanley P. Jaworski (Chair), William Cooke (until June 20, 2024), John Guttilla, and Michael Taglich (non-independent, permitted under smaller reporting company exception) .
- Nominating & Corporate Governance Committee: 2024 members were Roger Kahn (Chair) and Stanley Jaworski Jr.; Kahn resigned Feb 18, 2025; Michael Taglich joined Mar 4, 2025; John Guttilla joined Apr 28, 2025 (Taglich not independent; exception applied; expected to become independent by 2026) .
Fixed Compensation
As of April 1, 2025, the Board-approved non-employee director cash compensation framework:
| Component | Amount | Notes |
|---|---|---|
| Base annual cash retainer | $27,000 | All Board members |
| Board Chair additional cash | $15,000 | Chair premium |
| Audit Committee Chair additional cash | $15,000 | Chair premium |
| Compensation Committee Chair additional cash | $5,000 | Chair premium |
| Meeting fees | $0 | No per-meeting fees |
Reference (2024 non-employee director pay outcomes for context; Bernier was not a director in 2024):
| Director | Fees Earned (Cash) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Roger Kahn | $30,000 | $40,289 | $70,289 |
| John Guttilla | $35,000 | $40,289 | $75,259 |
| Stanley Jaworski Jr. | $30,000 | $40,289 | $65,289 |
| Paul Seid | $25,000 | $40,289 | $70,289 |
| Michael Taglich | $40,000 | $80,579 | $120,579 |
Performance Compensation
- Equity awards for non-employee directors:
- Base annual grant: 4,500 fully vested non-qualified stock options .
- Board Chair incremental grant: Additional 4,500 fully vested non-qualified stock options .
- Options are fully vested at grant (no performance conditions) .
- Company-wide equity plan metrics:
- Weighted-average exercise price of outstanding options/warrants/rights: $6.20 .
- Director pay is not subject to performance metrics (no RSUs/PSUs or performance targets disclosed for directors) .
| Equity Award Term | Detail |
|---|---|
| Annual option grant (directors) | 4,500 options; fully vested at grant |
| Board Chair incremental option grant | +4,500 options; fully vested at grant |
| Plan-wide weighted avg exercise price | $6.20 |
Other Directorships & Interlocks
- Taglich Brothers, Inc. relationship: Intellinetics retains Taglich Brothers Inc. for issuer-paid stock research at $18,000 per year; Michael N. Taglich (INLX director and >5% owner) is Co-Founder, President, and Chairman of Taglich Brothers; Robert F. Taglich (>5% owner) is Co-Founder and Managing Director at Taglich Brothers . Bernier is a long-tenured executive at Taglich Brothers, creating a potential interlock and associated independence concerns .
Expertise & Qualifications
- Financial markets and institutional sales expertise; prior advisory experience at JP Morgan Chase; Series 7/63/24/65 licenses; Electrical Engineering degree (Farmingdale State College) .
Equity Ownership
Beneficial ownership as of April 25, 2025:
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Instruments/Notes |
|---|---|---|---|
| Russell Bernier | 3,600 | Less than 1% (“*”) | Includes 3,600 shares underlying warrants exercisable within 60 days of April 25, 2025 |
| Shares Outstanding (reference) | 4,314,458 | — | Basis for % calc |
- No disclosure on pledging/hedging, vested vs. unvested breakdown beyond the warrant detail, or director ownership guidelines/compliance for directors .
Governance Assessment
-
Strengths
- Long-standing financial industry experience and institutional sales background; licensure suggests regulatory literacy and market familiarity .
- Board processes: strong committee charters, audit financial expertise on the Audit Committee, and high aggregate attendance in 2024 (98%) .
-
RED FLAGS / Risks
- Independence concerns: Company indicates independent directors will be 50% after Bernier’s election, implying Bernier is not independent; Bernier’s employment at Taglich Brothers coincides with related-party ties (issuer-paid research to Taglich Brothers; presence of company director Michael Taglich as Taglich Brothers’ Chairman/President; >5% shareholder Robert Taglich is also a Taglich Brothers principal) .
- Ownership alignment: Small beneficial stake (3,600 shares via warrants; <1%); no disclosed director ownership guidelines; options granted to directors are fully vested at grant (less retention incentive), and no performance conditions apply .
- Committee independence exceptions: Non-independent director Michael Taglich sits on Compensation and Nominating & Corporate Governance Committees under small reporting company exceptions (company anticipates independence by 2026) .
- Annual Meeting engagement: Only 16% of directors attended last year’s Annual Meeting, which can be perceived as low investor engagement .
-
Related-party exposure (context):
- 12% subordinated notes from 2022 held by >5% shareholder Robert F. Taglich were due March 30, 2025; the company also maintains issuer-paid research with Taglich Brothers, increasing perceived influence by related parties .
Overall, Bernier brings capital markets expertise but his affiliation with Taglich Brothers amidst ongoing related-party relationships and committee independence exceptions presents governance optics challenges for investors focused on board independence and director alignment .
