Intellicheck (IDN) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 7, 2025, with shareholders able to vote electronically or by proxy card.

• Key items for shareholder vote include the 2025 Omnibus Incentive Plan, election of six directors, ratification of the independent auditor, and advisory votes on executive compensation and its frequency.

• The record date for voting is April 1, 2025, with 19,816,043 shares of common stock outstanding.

Voting matters and shareholder proposals

• Shareholders will vote on the 2025 Omnibus Incentive Plan, election of six directors, ratification of Forvis Mazars, LLP as auditor, advisory say-on-pay, and frequency of future say-on-pay votes.

• The Board recommends approval of all proposals and suggests annual say-on-pay votes.

• Shareholder proposals for the 2026 meeting must be submitted by December 2, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board consists of six directors, with five considered independent under Nasdaq standards.

• The Chairman and CEO roles are separated; Guy L. Smith serves as independent Chairman.

• All Board committees (Audit, Compensation, Nominating/Governance) are composed solely of independent directors.

• Directors are elected annually for one-year terms.

• The Board and committees held regular meetings in 2024, with all directors attending at least 75% of meetings.