Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On
March 11, 2020, the Board of Directors (the “Board”) of Intellicheck, Inc. (the “Company”) appointed Dylan
Glenn and Bryan Lewis to the Board, effective immediately. This brings the total number of Board members to eight.
Mr.
Glenn is CEO of KBBO Americas, L.P. KBBO Americas is the U.S.-based investment vehicle for the KBBO Group, a diversified investment
company headquartered in the United Arab Emirates. Prior to joining the KBBO Group, Mr. Glenn was Senior Managing Director of
Guggenheim Partners, where he joined in 2005. Most recently, he worked in two capacities at the Firm. First, he coordinated the
joint venture-Guggenheim KBBO Partners, Ltd. The joint venture is based in Dubai, UAE and is a partnership between the Abu Dhabi-based
KBBO Group and Guggenheim Partners. Guggenheim KBBO Partners is a merchant banking effort that leverages the Firm’s investment
banking and asset management capabilities with an important strategic partner with deep operating experience throughout the Middle
East. Mr. Glenn continues to serve as Chairman of Guggenheim KBBO Partners. Additionally, he led the Guggenheim’s Government
Relations efforts in Washington and was a Member of the Guggenheim Partners Public Affairs Committee. Prior to joining Guggenheim,
Mr. Glenn served as Deputy Chief of Staff to Governor Sonny Perdue of Georgia. As a Deputy Chief of Staff, Mr. Glenn was responsible
for all External Affairs. Mr. Glenn also served in the White House in Washington, D.C. as Special Assistant for President George
W. Bush for Economic Policy. He was a member of the National Economic Council team advising the President on various economic
issues. He has spent almost two decades in national and state politics. Mr. Glenn received his B.A. degree from Davidson College
in North Carolina.
Lewis
has been CEO of Intellicheck for two years. He joined the company with over 30 years of global leadership positions in operations
and sales in the financial services and financial technology sectors. Lewis has a demonstrated ability to scale both high-growth
and under-performing companies to create significant shareholder value. Prior to joining Intellicheck, he was Chief Operating
Officer of Third Bridge, Inc. where he oversaw the growth of the company from 100 to 600 employees and a CAGR of 56% in a four-year
period. Previously, Lewis held senior leadership positions at BondDesk (sold to TradeWeb), TheMarkets.com (sold to Capital IQ),
Reuters, Barra (sold to MSCI) and Bloomberg.
There
are no arrangements or understandings between Mr. Glenn or Mr. Lewis and any other persons pursuant to which they were selected
as directors. Mr. Glenn will be eligible to receive the standard compensation paid to non-employee/non-investor directors previously
disclosed by the Company. Neither the Company nor the Board is aware of any transaction in which Mr. Glenn or Mr. Lewis has an
interest requiring disclosure under Item 404(a) of Regulation S-K.
Both
Mr. Glenn and Mr. Lewis will be indemnified by the Company pursuant to the Company’s Amended and Restated Certificate of
Incorporation and Bylaws for actions associated with being a director.
A
copy of the Company’s press release announcing the appointments is attached hereto as Exhibit 99.1.
Appointment
of Bill White as Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary
On
March 11, 2020, the Board of Directors named Bill White as Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary.
Mr. White had formerly served as Chief Financial Officer, Treasurer and Secretary. Mr. White was named interim CEO and President
on October 4, 2017, serving in such position until February 21, 2018, and has served as Chief Financial Officer, Treasurer and
Secretary since April 1, 2012. Mr. White has more than 30 years of experience in financial management, operations and business
development. Prior to joining Intellicheck, he served 11 years as the Chief Financial Officer, Secretary and Treasurer of FocusMicro,
Inc. In connection with the new role as Chief Financial Officer, Chief Operating Officer, Treasurer and Secretary, Mr. White will
continue to receive his prior compensation and bonus as established and modified from time to tome by the Board of Directors.