Stanley Jaworski Jr.
About Stanley P. Jaworski, Jr.
Stanley P. Jaworski, Jr. is an independent director of Intellinetics (INLX), appointed to the Board on June 22, 2023; he was re-elected by shareholders on June 18, 2025 with 2,028,910 votes “For” and 3,484 “Withheld” . He is a 40-year technology industry veteran and President/Principal Advisor of Opus2 Ventures, with prior senior go-to-market roles at Motorola Solutions and Symbol Technologies, among others; he holds an undergraduate degree from SUNY and an MBA from Long Island University . As of the 2025 proxy, he is classified as an independent director under NYSE American rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DecisionPoint Systems, Inc. (DPSI) | Chairman of the Board | 2016–2024 | Led board; prior public company leadership relevant to INLX; current INLX directors Michael Taglich and John Guttilla also serve on DPSI’s board (interlocks) . |
| Motorola Solutions (NYSE: MSI) | VP, Americas Marketing | Prior to 2016 (cumulative 25 years across MSI/Symbol) | Senior GTM and marketing leadership in enterprise mobility . |
| Symbol Technologies | VP, Worldwide Channels & Alliances; VP, Worldwide Corporate Marketing; other roles over ~2 decades | Prior to MSI | Drove channel and field operations strategy . |
| NetApp, Inc. | VP, Worldwide Channel Marketing | Prior | Enterprise data/storage go-to-market . |
| VBrick Systems, Inc. | Chief Marketing Officer | Prior | Marketing leadership . |
| Comodo Group | VP, Global Marketing | Prior | Marketing leadership . |
| AMF, Inc. | Business development and product marketing | Start of career | Early commercial roles . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Opus2 Ventures, LLC | President & Principal Advisor | Current | Advises boards and management on go-to-market transformation . |
| DecisionPoint Systems, Inc. (DPSI) | Chairman of the Board | Former (through 2024) | Interlocks with current INLX directors Michael Taglich (director) and John Guttilla (director & Audit Chair) at DPSI . |
Board Governance
- Independence and roles: Independent director; Chair of the Compensation Committee; member of the Nominating & Corporate Governance Committee; and, as of the 2025 proxy, a member of the Audit Committee (signatory on Audit Committee Report) .
- Committee independence context: Compensation Committee included non-independent director Michael Taglich under a smaller reporting company exception; the company anticipates Mr. Taglich becoming independent by 2026 .
- Attendance: In 2024, the Board met 4 times; each director attended at least 88% of Board and committee meetings (aggregate 98%) .
- Shareholder support: Re-elected June 18, 2025 with 2,028,910 votes For and 3,484 Withheld .
- Hedging/pledging: Directors are prohibited from hedging and generally from holding/pledging company securities as collateral; policy applies to directors and officers .
Fixed Compensation
| Year/Effective Date | Cash Retainer | Committee/Chair Fees | Total Cash | Source |
|---|---|---|---|---|
| FY2024 | $30,000 | N/A disclosed by individual in 2024 table | $30,000 | |
| Effective Apr 1, 2025 (policy) | $27,000 base (all directors) | +$5,000 for Compensation Committee Chair (Jaworski), +$15,000 Board Chair, +$15,000 Audit Chair | Role-dependent |
- Meeting fees: None; no additional pay per meeting .
Performance Compensation
| Year/Effective Date | Equity Type | Grant Detail | Vesting | Fair Value |
|---|---|---|---|---|
| FY2024 | Stock options | Option awards; per director table | Fully vested at grant | $40,289 (Jaworski) |
| Effective Apr 1, 2025 (policy) | Stock options | 4,500 fully vested NQ options annually to each director; additional 4,500 to the Board Chair | Fully vested at grant | Not stated (share count specified) |
- Performance metrics tied to director pay: None disclosed for directors; options are time-based and fully vested at grant (i.e., not performance-conditioned) .
Other Directorships & Interlocks
| Company | Type | Interlock Detail | Governance Relevance |
|---|---|---|---|
| DecisionPoint Systems, Inc. (DPSI) | Public | Jaworski: former Chairman (through 2024). INLX directors Michael Taglich and John Guttilla also serve on DPSI’s board (Guttilla as Audit Chair) . | Multiple connections may influence information flow; monitor for related-party dynamics if commercial overlap emerges. |
Expertise & Qualifications
- Go-to-market, channel strategy, and enterprise mobility expertise; extensive marketing leadership across large-cap tech and growth-stage firms .
- Board leadership experience as chair at DPSI; relevant for compensation and governance oversight at INLX .
- Education: Undergraduate degree (SUNY) and MBA (Long Island University) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Composition Notes |
|---|---|---|---|
| Stanley P. Jaworski, Jr. | 11,405 | <1% | Includes 6,000 shares underlying stock options exercisable within 60 days of April 25, 2025; 4,314,458 shares outstanding at record date . |
- Pledging/hedging: Policy prohibits hedging and generally prohibits pledging or holding in margin accounts for directors/officers .
Director Compensation (FY2024)
| Name | Fees Earned (Cash) | Option Awards (Fair Value) | Total |
|---|---|---|---|
| Stanley Jaworski, Jr. | $30,000 | $40,289 | $65,289 |
Note: 2025 director compensation policy sets $27,000 base cash and 4,500 fully vested options per year, with added chair stipends; as Compensation Committee Chair, Jaworski is eligible for an additional $5,000 cash per year under the policy .
Related-Party Exposure and Conflicts
- Related party notes: Certain 12% subordinated notes issued in 2022 were held by related persons; on June 24, 2025 the Company prepaid and terminated notes, including $545,772 in principal and interest paid to related parties Michael N. Taglich (INLX director, >10% holder) and Robert F. Taglich (>5% holder) .
- Issuer-paid research: The Company retains Taglich Brothers, Inc. at $18,000 per year for issuer-paid stock research; Michael N. Taglich (INLX director, >5% holder) and Robert F. Taglich (>5% holder) are principals at Taglich Brothers .
- Committee independence: Compensation Committee membership includes non-independent director Michael Taglich under a permitted smaller reporting company exception; Jaworski is the Compensation Committee Chair .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting included only director elections and auditor ratification; no say-on-pay proposal was on the ballot .
- Director election result for Jaworski: For 2,028,910; Withheld 3,484 .
Compliance and Filing Notes
- Section 16(a): The proxy notes all required insider reports were timely filed for FY2024 except one late filing for Michael Taglich (purchase on Aug 19, 2024; Form 4 filed Aug 30, 2024); no exceptions identified for Jaworski .
Governance Assessment
- Strengths:
- Independent director with deep commercial and GTM expertise; chairs Compensation Committee and serves on Audit and Nominating & Governance, indicating high engagement and broad oversight .
- Strong shareholder support in 2025 election; high Board/committee attendance in 2024 (each director ≥88%) .
- Hedging and pledging prohibitions for directors/officers reinforce alignment with shareholders .
- Watch items / potential red flags:
- Compensation Committee includes a non-independent director (Michael Taglich) under an exchange rule exception for smaller reporting companies; the company anticipates independence by 2026. As Chair, Jaworski should ensure robust processes, particularly absent an independent compensation consultant to date .
- Related-party dynamics involving Taglich Brothers (issuer-paid research) and the now-prepaid related party notes to Michael/Robert Taglich warrant continued oversight for conflicts, though the Audit Committee reviews related-person transactions; Jaworski’s multi-committee presence is relevant to monitoring .
- Multiple board interlocks with DecisionPoint Systems across INLX directors increase network ties; although not inherently improper, this can concentrate influence channels and should be monitored for independence and potential business overlaps .
Board Committee Summary (Current as of 2025 Proxy)
- Compensation Committee: Chair – Stanley P. Jaworski, Jr.; members include independent directors, with exception for Michael Taglich under SRC rules; no external compensation consultant to date .
- Audit Committee: Chair – John Guttilla; members include Paul A. Seid and Stanley P. Jaworski, Jr. (signatories on Audit Committee Report) .
- Nominating & Corporate Governance Committee: 2024 members were Roger Kahn (Chair) and Jaworski; after Kahn’s Feb 18, 2025 resignation, Taglich (Mar 4, 2025) and Guttilla (Apr 28, 2025) were appointed; Jaworski remains a member .
Appendix: 2025 Director Election Vote Detail
| Director | For | Withheld |
|---|---|---|
| Stanley P. Jaworski, Jr. | 2,028,910 | 3,484 |
