UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange
Act of 1934
Filed by
the Registrant x
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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x
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting
Material Pursuant to Section
240.14a-12
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INTELLICHECK
MOBILISA, INC.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement, if other than Registrant)
Payment
of Filing Fee (Check the appropriate box):
¨
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1)
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Title of each class of securities
to which transaction
applies:
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(2)
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Aggregate number of securities to
which transaction
applies
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(3)
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Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee is calculated and state
how it was
determined):
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(4)
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Proposed maximum aggregate value
of
transaction:
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¨
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Fee paid previously with
preliminary
materials.
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¨
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Check box if any part of the fee
is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule
and the date of its
filing.
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(1)
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Amount Previously
Paid:
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(2)
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Form, Schedule or Registration
Statement
No.:
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To the
Shareholders of
INTELLICHECK
MOBILISA, INC.
Re:
2010 Annual Shareholders
Meeting
Dear
Shareholder:
You are
cordially invited to attend Intellicheck Mobilisa’s 2010 Annual Shareholders
Meeting. We will hold the meeting on Tuesday, November 9, 2010, at the Company’s
offices at 100 Jericho Quadrangle, Suite 202, Jericho, NY
11753-2702. The meeting will begin promptly at 10:00 a.m.,
Eastern Time. Please plan to arrive a few minutes before the
meeting.
The
formal notice of the meeting follows on the next page. No admission tickets or
other credentials are required unless you hold your shares in street name. If
you hold your shares in street name, please follow the directions given in the
Proxy Statement.
We will
have some of our directors and officers available before and after the meeting
to speak with you. At the meeting, we will answer your questions about our
business affairs and will consider the matters explained in the Notice and Proxy
Statement that follow.
Please
vote, sign and return the enclosed Proxy Card as soon as possible, whether or
not you plan to attend the meeting. Your vote is
important.
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Sincerely
yours,
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/s/ John W. Paxton
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John
W. Paxton
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Chairman
of the Board
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NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
TO
BE HELD NOVEMBER 9, 2010
To the
Shareholders of
INTELLICHECK
MOBILISA, INC.
NOTICE
IS HEREBY GIVEN that the Annual Meeting of Shareholders of INTELLICHECK
MOBILISA, INC. (the "Company"), a Delaware corporation, will be held at the
Company’s offices at 100 Jericho Quadrangle, Suite 202, Jericho, NY 11753-2702
on Tuesday, November 9, 2010, at 10:00 a.m., local time, for the following
purposes:
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1.
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To elect six directors to serve
for a one-year term or until their respective successors have been duly
elected and qualified;
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2.
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To ratify the appointment of
EisnerAmper, LLP as our independent public accountants for the 2010 fiscal
year; and
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3.
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To
transact such other business as may properly come before the meeting or
any adjournment or adjournments
thereof.
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The
Board of Directors has fixed the close of business on September 13, 2010 as the
record date for the meeting and only record holders of shares of the Company’s
Common Stock at that time will be entitled to notice of and to vote at the
Annual Meeting of Shareholders or any adjournment or adjournments thereof. This
proxy statement and the accompanying proxy will be mailed on or about September
20, 2010.
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By
Order of the Board of Directors,
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/s/ Peter J. Mundy
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Peter
J. Mundy
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Chief
Financial Officer, Treasurer and
Secretary
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Port
Townsend, WA
September
20, 2010
IMPORTANT
IF
YOU CANNOT PERSONALLY ATTEND THE MEETING, IT IS
REQUESTED
THAT YOU INDICATE YOUR VOTE ON THE ISSUES
INCLUDED
ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL
IT
IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH
REQUIRES
NO POSTAGE IF MAILED IN THE UNITED STATES
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING HELD ON NOVEMBER 9,
2010: The Notice of Annual Meeting of Shareholders, Proxy Statement and
the Annual Report to Shareholders are available on the following website:
www.icmobil.com/proxy2010
INTELLICHECK
MOBIILSA, INC.
191
Otto Street
Port
Townsend, WA 98368
PROXY STATEMENT
for
ANNUAL
MEETING OF SHAREHOLDERS
to
be held Tuesday, November 9, 2010
SOLICITATION
OF PROXY
The
accompanying proxy is solicited on behalf of the board of directors (the “Board
of Directors”) of Intellicheck Mobilisa, Inc. (“Intellicheck Mobilisa” or the
“Company”), for use at the annual meeting of shareholders of the Company (the
“Annual Meeting”) to be held on Tuesday, November 9, 2010, at the Company’s
offices at 100 Jericho Quadrangle, Suite 202, Jericho, NY
11753-2702. The meeting will begin promptly at 10:00 a.m., Eastern
Time. This proxy statement contains information about the matters to be
considered at the meeting or any adjournments or postponements of the
meeting. In addition to mail, proxies may be solicited by personal
interview, telephone or telegraph by our officers and regular employees, without
additional compensation. We will bear the cost of solicitation of proxies.
Brokerage houses, banks and other custodians, nominees and fiduciaries will be
reimbursed for out-of-pocket and reasonable expenses incurred in forwarding
proxies and proxy statements. The Board of Directors has set September 13, 2010
as the record date (the “Record Date”) to determine those holders of record of
common stock, par value $.001 (“Common Stock”) who are entitled to notice of,
and to vote at the Annual Meeting. Each share of Common Stock
entitles its owner to one vote. On the Record Date, there were
26,973,325 shares outstanding. On or about September 20, 2010, this Proxy
Statement and the proxy card (the “Proxy Card” or “Proxy”) are being mailed to
shareholders of record as of the close of business on September 13,
2010.
ABOUT
THE MEETING
What
is being considered at the meeting?
You will
be voting on the following:
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the election of six directors,
each to serve until the next annual
meeting;
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the ratification of the
appointment of EisnerAmper, LLP, as our independent registered public
accountant firm.
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Who
is entitled to vote at the meeting?
You may
vote if you owned common stock as of the close of business on September 13,
2010. Each share of common stock is entitled to one vote.
How
many votes must be present to hold the meeting?
Your
shares are counted as present at the meeting if you attend the meeting and vote
in person or if you properly return a Proxy by mail. In order for us to conduct
our meeting, a majority of the combined voting power of our common stock as of
September 13, 2010 must be present at the meeting. This is referred to as a
quorum. We believe that on September 13, 2010, there were 26,973,325 outstanding
shares of common stock entitled to vote.
How
do I vote?
You can
vote in two ways:
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by attending the meeting in
person; or
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·
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by completing, signing and
returning the enclosed proxy
card.
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Can
I change my mind after I submit my Proxy?
Yes, you
may change your mind at any time before a vote is taken at the meeting. You can
do this by (1) signing another Proxy with a later date and submitting it in the
same manner as the prior proxy was submitted, (2) if you hold your shares in
your name, voting again at the meeting, or (3) if you hold your shares in street
name, arranging with your broker to vote your shares at the annual
meeting.
What
if I return my Proxy Card but do not include voting instructions?
Proxies
that are signed and returned but do not include voting instructions will be
voted FOR the election of the nominated directors, and FOR the approval of the
appointment of our independent public accountants.
What
does it mean if I receive more than one Proxy Card?
It means
that you have multiple accounts with brokers and/or our transfer agent. Please
vote all of these shares. We recommend that you contact your broker and/or our
transfer agent to consolidate as many accounts as possible under the same name
and address. Our transfer agent is Continental Stock Transfer and Trust Company.
The transfer agent’s telephone number is (212) 509-4000.
Will
my shares be voted if I do not provide my Proxy?
If you
hold your shares directly in your own name, they will not be voted if you do not
provide a Proxy. Your shares may be voted under certain circumstances if they
are held in the name of a brokerage firm. Brokerage firms generally have the
authority to vote customers’ unvoted shares on certain “routine” matters,
including approval of the appointment of independent public accountants. When a
brokerage firm votes its customer’s unvoted shares, these shares are counted for
purposes of establishing a quorum. At our meeting, these shares will be counted
as voted by the brokerage firm in the approval of the appointment of our
independent public accountants.
What vote is
required to approve each item?
The
affirmative vote of a plurality of the votes cast at the annual meeting is
required for approval of the election of directors and the affirmative vote of a
majority of the votes cast is required for the ratification of the appointment
of our independent public accountants.
Do
we currently have, or do we intend to submit for shareholder approval, any
anti-takeover device?
Our
Certificate of Incorporation, By-Laws and other corporate documents do not
contain any provisions that contain material anti-takeover
aspects. We have no plans or proposals to submit any other amendments
to the Certificate of Incorporation or By-Laws or other measures in the future
that have anti-takeover effects.
Proposal
No. 1
ELECTION
OF DIRECTORS
Our Board
of Directors has one class of directors, with each director elected each year
for a term of one year. Unless specified to be voted otherwise, the persons
named in the accompanying proxy will vote for the election of the following
persons as directors, all of whom are presently members of the Board of
Directors, to hold office for the terms set forth below or until their
respective successors have been elected and qualified. Each proxy will be voted
for the nominees named below. The nominees have consented to serve as directors
if elected.
The Board of Directors recommends
that you elect the nominees identified below.
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Position with the Company
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Director
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New Board
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Name
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Age
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and Principal Occupation
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Since
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Term Expires
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John
W. Paxton
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73
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Chairman
of the Board and Director
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2008
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2011
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Nelson
Ludlow
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49
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Director
and Chief Executive Officer
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2008
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2011
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Lieutenant
General
Emil
R. Bedard
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66
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Director
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2008
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2011
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Bonnie
Ludlow
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55
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Director
and Senior Vice President
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2008
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2011
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Guy
L. Smith
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61
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Director
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2005
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2011
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Woody
M. McGee
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59
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Director
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2010
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2011
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DIRECTORS
AND EXECUTIVE OFFICERS
The
following table sets forth certain information with respect to each director and
executive officer as of September 13, 2010:
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Position with the Company
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Held Office
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Current
Board
Term
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Name
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Age
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and Principal Occupation
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Since
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Expires
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John
W. Paxton
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73
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Chairman
of the Board and Director
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2008
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2010
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Nelson
Ludlow
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49
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Director
and Chief Executive Officer
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2008
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2010
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Lieutenant
General
Emil
R. Bedard
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66
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Director
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2008
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2010
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Bonnie
Ludlow
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55
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Director
and Senior Vice President
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2008
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2010
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Woody
M. McGee
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59
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Director
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2010
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2010
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Guy
L. Smith
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61
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Director
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2005
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2010
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Russell
Embry
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46
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Chief
Technology Officer
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2001
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NA
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Peter
J. Mundy
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54
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Chief
Financial Officer, Secretary and Treasurer
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2007
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NA
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Steve
Williams
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48
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Chief
Operating Officer
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2008
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NA
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Business
Experience
John W. Paxton was appointed
Chairman of the Board on October 20, 2008 and became a director on March 14,
2008. He was a director and Chairman of the Board of Mobilisa, Inc.
(“Mobilisa”) beginning in September 2005. Mr. Paxton brings 30 years of
experience in the wireless networking field to Mobilisa's board. Mr. Paxton was
the President of Zebra Technologies’ Bar Code Business Unit in 2003. Prior to
2000, Mr. Paxton served as Chairman and Chief Executive Officer of Telxon
Corporation, President and Chief Executive Officer of Monarch Marking Systems,
Executive Vice President of Paxar Corporation and President of Paxar’s Printing
Solutions Group. Mr. Paxton joined Litton Industries as a corporate Vice
President in 1991, when the company acquired Intermec Corporation. Between 1986
and 1991, he led Intermec, joining as President and Chief Operating Officer, and
becoming Chairman and Chief Executive Officer in 1988. In addition to Mr.
Paxton’s corporate experience, he brings venture capital experience as the
Chairman of Odyssey Industrial Technologies, LLC, a joint venture partnership
with Odyssey Investment Partners, as well as consulting experience as the head
of Paxton Associates LLC, a business consulting firm. In October
2007, Mr. Paxton filed a voluntary petition for bankruptcy under Chapter 11 of
the U.S. Bankruptcy Code related to a business jointly owned by Mr. Paxton and
Janet R. Paxton. The bankruptcy petition was dismissed on September
2, 2008 and there are no current bankruptcy proceedings involving Mr.
Paxton. Mr. Paxton has a B.S. and a M.S. in Business Management from
LaSalle University, is a registered Professional Engineer and is a fellow of
Seattle Pacific University. He has served on the board of the National
Association of Manufacturers, and has been the Chairman and Vice Chairman of the
Automatic Identification Manufacturers (AIM), a leading industry
association. Mr. Paxton was selected to serve as a Director in part
due to his extensive public company experience, his knowledge of the Company,
including as a director of Mobilisa and his general business
experience.
Nelson Ludlow, PhD was named
the Chief Executive Officer and Director of the Company on March 14,
2008. He was a co-founder of Mobilisa and was its Chief Executive
Officer and a director since its inception in March 2001. Dr. Ludlow has over 25
years experience in software development for the military and corporate sectors.
From 1982 to 1998, while in the U.S. Air Force, Dr. Ludlow served as a
mathematician, a pilot, an intelligence officer at the National Air Intelligence
Center, Technical Director for Artificial Intelligence at USAF Rome Laboratory,
Assistant Professor of Computer Science at the Naval Postgraduate School, and
the Director of Technology and Services for Radar Evaluation Squadron. In the
corporate sector, Dr. Ludlow served as the Director of C2 Modeling for SAIC,
Chief Scientist for the ORINCON Corporation and Chief Technology Officer for
Ameranth Wireless—all in San Diego. He holds a PhD in Artificial
Intelligence from the University of Edinburgh, Scotland and completed
Post-Doctoral work in Computer Science at the University of Cambridge, England.
Additional degrees include a B.S. from Washington State University in Math and
Physical Sciences, as well as a M.S. in Computer Science from Wright State
University in Dayton, Ohio. Dr. Ludlow was selected to be a Director
in part due to his knowledge of the Company, including as a founder and director
of Mobilisa, his position with the Company, his extensive experience working
with government contracts, and his considerable knowledge of the sectors in
which the Company does business. Dr. Ludlow is married to Bonnie
Ludlow, a Director of the Company.
Lieutenant General Emil R. "Buck"
Bedard was appointed a member of the Board of Directors on March 14,
2008, General Bedard was appointed a director of Mobilisa in
September 2004. He retired from the US Marine Corps with over 37 years of
active duty service in 2003. General Bedard’s military career included two
combat tours in Vietnam, as well as commanding the 7th Marine Regiment in
Somalia and the 1st Marine Expeditionary Force during Operation Desert Storm.
General Bedard’s final active duty tour was as the Deputy Commandant for Plans,
Policies and Operations for the US Marine Corps Headquarters in Washington,
D.C., where he served until his retirement in 2003. He has continued to serve
with the Marine Corps in Afghanistan and Iraq since his retirement. General
Bedard’s many military awards include a Distinguished Service Medal, Legion of
Merit, and Bronze Star (with Combat V). General Bedard graduated from the
University of North Dakota in 1967 with a M.S. in Science. General
Bedard was selected to serve as a Director in part due to his considerable
experience as an officer in the U.S. military working with government contracts
and his knowledge of the Company, including as a director of
Mobilisa.
Bonnie Ludlow was named Senior
Vice President and was appointed a member of the Board of Directors on March 14,
2008. Ms. Ludlow was a co-founder of Mobilisa and was its Sr. Vice
President, Finance and a director since its inception in March 2001. As Senior
Vice President of Finance, Ms. Ludlow was responsible for all financial
transactions, including contracting and purchasing agreements, invoicing, and
payroll as well as managing human resources for recruiting, hiring, and benefits
administration. Ms. Ludlow has 15 years of experience working with the Federal
Government, six of which were active duty in the U.S. Air Force (March 1980 to
February 1986), and nine as a Department of Defense civilian (February 1986 to
October 1995). While on active duty, she was assigned to the Defense Security
Agency (DSA) as a Czech linguist (September 1981 to September 1983). As a civil
servant, Ms. Ludlow worked as a geodetic surveyor and engineering assistant, in
which she positioned navigational aids on military runways. Additional duties in
this position included the generation of technical drawings, maps and
reports. Ms. Ludlow was selected to be a Director in part due to her
knowledge of the Company, including as a director and founder of Mobilisa, as
well as her extensive experience working with government
contracts. Ms. Ludlow is married to Nelson Ludlow, PhD, a Director of
the Company.
Woody M. McGee was appointed a
member of the Board of Directors on May 26, 2010. Mr. McGee has been the
President and CEO of FleetPride, Inc., the nation's largest independent
aftermarket distributor of heavy-duty truck and trailer parts, since December
2009. From March 2008 to April 2009, he was the President/CEO and CRO
of Propex Inc., a multinational Textile/Geosynthetic material
manufacturer. From February 2008 Mr. McGee has been the post
bankruptcy Treasurer of Global Home Products. From October 2005 to
April 2007, he held various positions at Global Home Products including
President, Chief Operating Officer and CFO. He brings 40 years
of management and board experience in wireless mobile computing, manufacturing
and electronics. He has served on both public and private boards of
directors, in the position of chairman, as well as chairman of the audit
committee. Mr. McGee’s background includes serving as CFO for Telxon
Corporation, as well as CFO for Western Atlas. He was also the
Director of Finance for Litton Industries. Mr. McGee brings venture
capital and corporate restructuring experience through his association with
Cerberus Capital Management and Foothill Capital, as well as consulting
experience as the head of McGee and Associates, LLC, a business consulting
firm. He holds a B.A. in Business Management from the University of
South Carolina. Mr. McGee was selected to serve as a Director in part
due to his extensive public and private company experience, as well as his
background knowledge of accounting and auditing, his knowledge of the wireless
mobile industry and his general business experience. Mr. McGee
qualifies as an “audit committee financial expert” under Securities Exchange
Commission (“SEC”) regulations.
Guy Smith was appointed a
member of the Board of Directors in June 2005. Mr. Smith has been the Executive
Vice President of Diageo plc, the world’s leading premium drinks company, since
2000 and is responsible for Corporate Relations and Marketing Public Relations.
At Diageo, Mr. Smith’s responsibilities include overseeing the corporation’s
civic and social responsibility efforts in North America, including the Diageo
Marketing Code. The code governs Diageo’s social responsibility activities with
regard to the marketing and sale of alcoholic beverages and the company’s
undertakings to reduce underage access and abuse of alcohol. From 1998 - 1999,
prior to joining Diageo, Mr. Smith was Special Advisor to President Clinton on
The White House staff, where he served on the impeachment defense team. Mr.
Smith also served as an informal strategic communications advisor to President
Clinton from the beginning of the Clinton Administration. From 1999 to 2000, Mr.
Smith was associated with The Hawthorn Group, a Washington-based public affairs
firm, as well as with his own firm, Smith Worldwide Inc., from 1994 to 1996,
which focused on reputation and crisis management. He was Chief Operating
Officer of Hill & Knowlton International Public Relations, from 1992 to
1993, where he consulted with the firm's largest consumer product, technology,
and legal clients. Prior to that Mr. Smith was Vice President-Corporate Affairs,
the senior public affairs and public relations officer, for Philip Morris
Companies Inc. from 1975 to 1992. During his 17 years with Philip Morris, Mr.
Smith led the Corporate Affairs departments of the Miller Brewing Company and
The Seven-Up Company, both then Philip Morris operating companies. Mr. Smith
began his career as a reporter and assistant city editor for The Knoxville
Journal. He is currently chairman of the Barrier Island Trust, an environmental
protection organization and sits on the Board of Advisors of Mount Vernon,
George Washington’s home outside Washington, D.C. Mr. Smith also serves as an
Honorary Battalion Chief of the Fire Department of New York. Mr.
Smith was selected to serve as a Director in part due to his extensive
experience with the alcoholic beverage business and other businesses that rely
on age verification, his work in government and public relations, his knowledge
of the Company, including as a director of Intelli-Check, Inc. prior to the
merger with Mobilisa and his general business experience.
Russell T. Embry was appointed
Senior Vice President and Chief Technology Officer in July 2001 and has been
Vice President, Information Technology, since July 1999. From January 1998 to
July 1999, Mr. Embry was Lead Software Engineer with RTS Wireless. From April
1995 to January 1998, he served as Principal Engineer at GEC-Marconi Hazeltine
Corporation. From August 1994 through April 1995, he was a staff software
engineer at Periphonics Corporation. From September 1989 to August 1994, Mr.
Embry served as Senior Software Engineer at MESC/Nav-Com. From July 1985 through
September 1989, he was a software engineer at Grumman Aerospace. Mr. Embry holds
a B.S. in Computer Science from Stony Brook University and an M.S. in Computer
Science from Polytechnic University, Farmingdale.
Peter J. Mundy joined
Intellicheck Mobilisa on March 26, 2007 as its Vice President of
Finance, Chief Financial Officer, Secretary and Treasurer. Prior to
joining Intellicheck Mobilisa, Mr. Mundy spent over 24 years at Sentry
Technology Corporation, a publicly held company in the electronic security
industry, and its predecessors. From February 2001 until December 2006, Mr.
Mundy was Vice President of Finance, Chief Financial Officer, Secretary and
Treasurer of Sentry Technology Corporation. From December 1994 through February
2001, Mr. Mundy was Vice President of Finance, Chief Financial Officer,
Secretary and Treasurer of Knogo North America Inc. Prior to that, Mr.
Mundy served as an officer of Knogo Corporation where he was Vice President -
Corporate Controller from May 1994 and, prior to such time, Corporate Controller
and Controller since 1982. Mr. Mundy was a supervisor with the accounting firm
of Ernst & Whinney (predecessor to Ernst & Young). Mr. Mundy
received his BBA in accounting from Adelphi University and is a certified public
accountant.
Steven D. Williams was
appointed Chief Operating Officer of the Company in March 2008. From
February 6, 2006 to March 2008, Mr. Williams was the Senior Vice President of
Business Development for Mobilisa, where he focused on sustainable growth,
developing and defending industry niche, and strategic
partnerships. For the prior eight years he has worked in Washington,
DC, and in the Pentagon, as a Program Manager, Contracting Officer,
Congressional Liaison and Public Affairs Manager. Mr. Williams has
successfully managed teams of over 450 people, assets over $1 billion and
budgets over $100 million in diverse national and international environments. As
well, he was a primary editor/author for the Air Forces lessons learned from
Operations Noble Eagle, Enduring Freedom and Iraqi Freedom. Mr.
Williams has developed business opportunities leading to contracts with the
Department of Defense, Joint Staff and Department of the Air Force in his past
positions. He has created sub-contracts with major companies including Lockheed
Martin, General Dynamics, and SAIC, among others. He has developed relationships
with contracting officers technical representatives (COTRs), facilitating the
attainment of corporate revenue goals. Mr. Williams is a Certified Federal
Contracts Manager (CFCM). Mr. Williams holds a Master of Business
Administration from the University of North Dakota, a Master of Arts in
Organizational Management from The George Washington University in Washington,
DC and a B.S. in Business Administration from Methodist College, graduating
magna cum laude.
Directors
generally serve for a one-year term and hold office until the next annual
meeting of shareholders following the conclusion of their term and the election
and qualification of their successors. Executive officers are elected by and
serve at the discretion of the Board of Directors.
Board
Leadership Structure
The
current Chairman of the Board of Directors is Mr. John Paxton, who is an
independent director under NYSE Amex listing standards. The roles of
Chairman of the Board and Chief Executive Officer are separate. The
Board of Directors believes that the separation of the offices of the Chairman
of the Board and Chief Executive Officer allows the Company’s Chief Executive
Officer to focus primarily on the Company’s business strategy, operations and
corporate vision. The Board or Directors consists of a majority of
independent directors, and each of the committees of the Board of Directors is
comprised solely of independent directors. The Company does not have a policy
mandating an independent lead director.
Risk
Oversight
While
management is responsible for assessing and managing risks to the Company, the
Board of Directors is responsible for overseeing management’s efforts to assess
and manage risk. Risks are considered in virtually every business decision and
as part of the Company’s overall business strategy. The Board of
Directors’ risk oversight areas of focus include, but are not limited
to:
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·
|
managing
the Company’s long-term growth;
|
|
·
|
strategic
and operational planning, including significant acquisitions and the
evaluation of our capital structure;
and
|
|
·
|
legal
and regulatory compliance.
|
While the
Board of Directors has the ultimate oversight responsibility for the Company’s
risk management policies and processes, the committees of the Board of Directors
also have responsibility for risk oversight. The Audit Committee oversees risks
associated with our financial statements and financial reporting, mergers and
acquisitions, credit and liquidity and business conduct compliance. The
Compensation Committee considers the risks associated with our compensation
policies and practices, with respect to both executive compensation and employee
compensation generally. The Nominating and Corporate Governance Committee
oversees risks associated with our overall governance practices and the
leadership structure of the Board of Directors. The Board of
Directors is kept informed of each committee’s risk oversight and other
activities via regular reports of the committee chairs to the full Board of
Directors. The Board of Directors’ role in risk oversight is consistent with its
leadership structure, with the Chief Executive Officer and other members of
senior management having responsibility for assessing and managing the Company’s
risk exposure, and the Board of Directors and committees providing oversight in
connection with those efforts.
Section 16(a) Beneficial Ownership
Reporting Compliance
The
Securities and Exchange Commission has adopted rules relating to the filing of
ownership reports under Section 16(a) of the Securities Exchange Act of
1934. One such rule requires disclosure of filings, which under the
Commission’s rules, are not deemed to be timely. Based on a review of
the filings received, Intellicheck Mobilisa is not aware of any non-timely
filings for fiscal year 2009, except that a Form 4 filing was not timely filed
for Emil R. Bedard, John W. Paxton, Guy L. Smith and former directors Jeffrey
Levy, John E. Maxwell and Arthur L. Money.
All other
transactions were reported in a timely fashion.
MEETINGS
AND COMMITTEES OF THE BOARD OF DIRECTORS
During
the fiscal year ended December 31, 2009, the Board of Directors held six
meetings, the Audit Committee five meetings, and the Nominating and Corporate
Governance and the Compensation Committees did not hold any meetings outside of
the normal board meetings. All of the directors attended at least 75% of the
aggregate of all Board meetings and meetings of committees on which they served.
The Board of Directors has determined that Messrs. Smith, Paxton, Bedard, and
McGee, are each independent directors as defined in Section 121(A) of the NYSE
Amex listing standards. The Company does not have a written policy relating to
attendance by members of the Board of Directors at annual shareholder meetings.
However, it is communicated and understood by all directors that they are
required to attend barring any unforeseen circumstance. All directors who were
directors at the time of last year’s annual shareholder meeting attended last
year’s annual shareholder meeting.
Compensation
Committee
The Board
of Directors established a Compensation Committee which is currently comprised
of Mr. Smith, chairperson, Mr. Bedard and Mr. Paxton, each of whom is
independent as defined in Section 803(A) of the NYSE Amex listing
standards. The Compensation Committee reviews and recommends to the
board the compensation for all officers and directors of the Company and reviews
general policy matters relating to the compensation and benefits of all
employees. The Compensation Committee also administers the stock option
plans. The Compensation Committee has adopted a written charter,
which is incorporated by reference to Registrant’s Proxy Statement on Schedule
14A filed April 27, 2007. The charter sets forth responsibilities, authority and
specific duties of the Compensation Committee.
Nominating
and Corporate Governance Committee
The Board
of Directors established a Nominating and Corporate Governance Committee, which
is comprised of Mr. Bedard, chairperson, Mr. Paxton and Mr. Smith, each of whom
is independent as defined in Section 803(A) of the NYSE Amex’s listing
standards. The Nominating and Corporate Governance Committee reviews
our internal policies and procedures and by-laws. With respect to
nominating director candidates, this committee identifies and evaluates
potential director candidates and recommends candidates for appointment or
election to the Board. The Nominating and Corporate Governance
Committee has adopted a written charter, which is incorporated by reference to
Registrant’s Proxy Statement on Schedule 14A filed April 27,
2007. The charter sets forth responsibilities, authority and specific
duties of the Nominating and Corporate Governance Committee.
The
Nominating and Corporate Governance Committee may consider those factors it
deems appropriate in evaluating director nominees, including judgment, skill,
diversity, strength of character, experience with businesses and organizations
comparable in size or scope to the Company, experience and skill relative to
other board members, and specialized knowledge or experience. Depending upon the
current needs of our Board of Directors, certain factors may be considered more
than others by the Committee in making its recommendation. In considering
candidates for our Board of Directors, the Nominating and Corporate Governance
Committee will evaluate the entirety of each candidate’s credentials and, other
than the eligibility requirements established by the Nominating and Corporate
Governance Committee, will not have any specific minimum qualifications that
must be met by a nominee. The Nominating and Corporate Governance Committee will
consider candidates for the Board from any reasonable source, including current
board members, shareholders, professional search firms or other persons. The
Nominating and Corporate Governance Committee will not evaluate candidates
differently based on who has made the recommendation.
Although
we do not currently have a formal policy or procedure for shareholder
recommendations of director candidates, the Board of Directors welcomes such
recommendations and will consider candidates recommended by shareholders.
Because we do not prohibit or restrict such recommendations, we have not
implemented a formal policy with respect to shareholder
recommendations.
Audit
Committee
The Board
of Directors has a separately designated Audit Committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act, which is currently
comprised of Mr. McGee, chairperson, Mr. Bedard and Mr. Smith. The
members of the Audit Committee are independent as defined in Section 803(A) of
the NYSE Amex’s listing standards. The Audit Committee recommends to
the Board of Directors the annual engagement of a firm of independent
accountants and reviews with the independent accountants the scope and results
of audits, our internal accounting controls and audit practices and professional
services rendered to us by our independent accountants. The Audit
Committee has adopted a written charter, which sets forth the responsibilities,
authority and specific duties of the Audit Committee. A copy of the
Audit Committee charter is incorporated by reference to Registrant’s Proxy
Statement on Schedule 14A filed April 27, 2007.
The Board
of Directors has determined that it has at least one audit committee financial
expert serving on the audit committee. Woody McGee has vast corporate experience
including his positions as CEO and President of several privately held
companies. Mr. McGee has been the Chief Financial Officer of Telxon Corporation,
Mosler, Inc. and Western Atlas (formerly Litton Industries). He
brings venture capital and corporate restructuring experience through his
association with Cerberus Capital Management and Foothill Capital, as well as
consulting experience as the head of McGee and Associates, LLC, a business
consulting firm. Mr. McGee has a B.A. in Business Management from the University
of South Carolina. Mr. McGee is an “audit committee financial expert”
and is an independent member of the Board of Directors.
AUDIT
COMMITTEE REPORT
The
following shall not be deemed to be “soliciting material” or to be “filed” with
the Commission nor shall such information be incorporated by reference into any
future filing of Intellicheck Mobilisa under the Securities Act of 1933 or the
Exchange Act.
With
respect to the audit of the fiscal year ended December 31, 2009, and as required
by its written charter which sets forth its responsibilities and duties, the
Audit Committee has reviewed and discussed the Company’s audited financial
statements with management.
In the course of its review, we
have discussed with Amper, Politziner & Mattia, P.C., the Company’s
Independent Registered Public Accounting Firm, those matters required to be
discussed by Statement on Accounting Standards No. 61, as amended, as adopted by
the Public Company Accounting Oversight Board (“PCAOB”) in Rule
3200T.
We have received from and discussed
with Amper, Politziner & Mattia, P.C. the written disclosures and the letter
required by applicable requirements of the PCAOB regarding the firm’s
communications with the Audit Committee concerning independence and have
discussed with Amper, Politziner & Mattia, P.C. its
independence. These disclosures relate to the firm’s independence
from the Company.
Based on the reviews and discussions
referred to above, we recommended to the Board of Directors that the financial
statements referred to above be included in the Company's Annual Report on Form
10-K for the year ended December 31, 2009.
|
Audit Committee:
|
John
W. Paxton, Former Chairman
|
|
|
Emil
R. Bedard, Member
|
|
|
Guy
Smith, Member
|
Process
for Sending Communications to the Board of Directors
Shareholders
that wish to communicate with the Board of Directors are welcome to put their
comments in writing addressed to the Company’s Investor Relations
Representative, Peter J. Mundy. Such communications may be sent to Mr. Mundy at
191 Otto Street, Port Townsend WA 98368. Upon receipt, Mr. Mundy will distribute
the correspondence to the directors. All communications received will be
provided to the directors specified in the communication.
VOTING
SECURITIES AND PRINCIPAL SHAREHOLDERS
The
following table sets forth information with respect to the beneficial ownership
of Company’s Common Stock as of September 13, 2010, by each person
who is known by the Company to beneficially own more than 5% of the Company’s
Common Stock, each officer, each director and all officers and directors as a
group.
Shares of
Common Stock which an individual or group has a right to acquire within 60 days
pursuant to the exercise or conversion of options, warrants or other similar
convertible or derivative securities are deemed to be outstanding for the
purpose of computing the percentage ownership of such individual or group, but
are not deemed to be outstanding for the purpose of computing the percentage
ownership of any other person shown in the table.
The
applicable percentage of ownership is based on 26,973,325 shares outstanding as
of September 13, 2010.
Name and Business Address (1)
|
|
Shares
Beneficially
Owned
|
|
Percent
|
|
Dr.
Nelson Ludlow (2)
|
|
|
4,216,726
|
|
15.62
|
|
Bonnie
Ludlow (3)
|
|
|
7,952,684
|
|
29.47
|
|
John
W. Paxton (4)
|
|
|
375,607
|
|
1.4
|
|
L.
Gen. Emil R. Bedard (5)
|
|
|
468,494
|
|
1.8
|
|
Russell
T. Embry (6)
|
|
|
46,250
|
|
*
|
|
Woody
M. McGee
|
|
|
-
|
|
*
|
|
Peter
J. Mundy (7)
|
|
|
66,800
|
|
*
|
|
Guy
L. Smith (8)
|
|
|
171,724
|
|
*
|
|
Steven
D. Williams (9)
|
|
|
300,665
|
|
1.1
|
|
All
Executive Officers & Directors as a group (9 persons)
(10)
|
|
|
13,598,950
|
|
48.51
|
|
*
Indicates beneficial ownership of less than one percent of the total outstanding
Common Stock.
(1)
|
The
business address of all persons named in the above table is c/o 191 Otto
Street, Port Townsend, Washington
98368.
|
(2)
|
Includes
25,000 shares issuable upon exercise of stock options and rights
exercisable within 60 days.
|
(3)
|
Includes
12,500 shares issuable upon exercise of stock options exercisable within
60 days.
|
(4)
|
Includes
314,800 shares issuable upon exercise of stock options exercisable within
60 days; excludes the right to purchase 218,200 pursuant to a Grant of
Call Right Agreement with Bonnie Ludlow, a director of the Company,
entered into in April 2007.
|
(5)
|
Includes
213,200 shares issuable upon exercise of stock options exercisable within
60 days.
|
(6)
|
Includes
46,250 shares issuable upon exercise of stock options exercisable within
60 days.
|
(7)
|
Includes
60,000 shares issuable upon exercise of stock options exercisable within
60 days.
|
(8)
|
Includes
141,667 shares issuable upon exercise of stock options exercisable within
60 days.
|
(9)
|
Includes
247,065 shares issuable upon exercise of stock options exercisable within
60 days; excludes the right to purchase 806,435 pursuant to a Grant of
Call Right Agreement with Bonnie Ludlow, a director of the Company,
entered into in April 2007.
|
(10)
|
Includes
1,060,483 shares issuable upon exercise of stock options exercisable
within 60 days.
|
EXECUTIVE
COMPENSATION
Overview
This compensation discussion describes
the material elements of compensation awarded to, earned by, or paid to each of
Intellicheck Mobilisa’s executive officers who served as named executive
officers during the last completed fiscal year. This compensation discussion
focuses on the information contained in the following tables and related
footnotes and narrative for primarily the last completed fiscal year,
but also describes compensation actions taken before or after the last
completed fiscal year to the extent it enhances the understanding of
Intellicheck Mobilisa’s executive compensation disclosure.
The Compensation Committee currently
oversees the design and administration of Intellicheck Mobilisa’s executive
compensation program and compensation for the Board of Directors.
The principal elements of Intellicheck
Mobilisa’s executive compensation program are base salary, annual cash
incentives, long-term equity incentives in the form of stock options and other
benefits. Intellicheck Mobilisa’s other benefits consist of reimbursed business
travel and entertainment expenses, a vehicle allowance, health insurance
benefits, vacation and sick pay and a qualified 401(k) savings plan.
Intellicheck Mobilisa’s philosophy is to position the aggregate of these
elements at a level that is commensurate with Intellicheck Mobilisa’s size and
performance.
Compensation
Program Objectives and Philosophy
In
General. The
objectives of Intellicheck Mobilisa’s compensation programs are to:
|
§
|
attract,
motivate and retain talented and dedicated executive
officers;
|
|
§
|
provide
Intellicheck Mobilisa’s executive officers with both cash and equity
incentives to further Intellicheck Mobilisa’s interests and those of
Intellicheck Mobilisa’s stockholders;
and
|
|
§
|
provide
employees with long-term incentives so Intellicheck Mobilisa can retain
them and provide stability during Intellicheck Mobilisa’s growth
stage.
|
Generally, the compensation of
Intellicheck Mobilisa’s executive officers is composed of a base salary, an
annual incentive compensation award and equity awards in the form of stock
options. In setting base salaries, the Compensation Committee generally reviewed
the individual contributions of the particular executive. The annual incentive
compensation awards for 2009 and 2010 have been and will be paid in accordance
with the Executive Compensation Bonus Plan approved by the Compensation
Committee based on expected Company performance. No annual incentive
compensation was paid to executive officers in 2007 or 2008. In addition, stock
options are granted to provide the opportunity for long-term compensation based
upon the performance of Intellicheck Mobilisa’s common stock over
time.
Intellicheck Mobilisa generally intends
to qualify executive compensation for deductibility without limitation under
Section 162(m) of the Internal Revenue Code. Section 162(m) provides
that, for purposes of the regular income tax and the alternative minimum tax,
the otherwise allowable deduction for compensation paid or accrued with respect
to a covered employee of a publicly-held corporation (other than certain exempt
performance-based compensation) is limited to no more than $1.0 million per
year. The non-exempt compensation paid to any of our executive officers for
fiscal 2009 as calculated for purposes of Section 162(m) did not exceed the
$1.0 million limit.
Competitive
Marketplace for Talent. Intellicheck
Mobilisa defines its competitive marketplace for executive talent and investment
capital to be the technology and business services industries. To date,
Intellicheck Mobilisa has not engaged in the benchmarking of executive
compensation but Intellicheck Mobilisa may choose to do so in the
future.
Compensation
Process.
For each of Intellicheck Mobilisa’s named
executive officers, the Compensation Committee reviews and approves all elements
of compensation, taking into consideration recommendations from Intellicheck
Mobilisa’s CEO (for compensation other than his own), as well as competitive
marketplace guidance. Based upon its review, the Compensation Committee approves
salaries for executive officers. The Compensation Committee sets the salary
level of each executive officer on a case by case basis, taking into account the
individual’s level of responsibilities and performance. All executive officer
salaries are reviewed on an annual basis. Salary changes for executives are
based primarily on their performance in supporting the strategic initiatives of
the Chief Executive Officer, economic and competitive factors, meeting
individual goals and objectives set by the Chief Executive Officer, and
improving the operating efficiency of the Company. Also, where applicable,
changes in the duties and responsibilities of each other executive officer may
be considered in deciding on changes in annual salary. For 2009, the aggregate
of the compensation paid to Intellicheck Mobilisa’s Chief Executive Officer and
other executive officers was 96% cash and 4% non-cash option
awards.
Executive Officer
Bonuses. The Board of Directors
approved an Executive Compensation Bonus Plan beginning with the third quarter
of 2009 and effective until otherwise stopped or revised. The
Compensation Committee will review the bonus plan each year in accordance with
its duties to ensure that the plan continues to be in the best interest of the
Company. As long as the following named executives are contributing
to the overall success of the Company, quarterly cash bonuses will be paid if
there is net income under GAAP as shown below:
|
|
Quarterly Net Income
|
|
|
|
|
$30,000 - $499,000 |
|
|
|
$500,000 - $999,999 |
|
|
$1,000,000 or more
|
|
Nelson
Ludlow
|
|
$ |
5,000 |
|
|
$ |
10,000 |
|
|
$ |
25,000 |
|
Steven
Williams
|
|
|
5,000 |
|
|
|
10,000 |
|
|
|
25,000 |
|
Russell
Embry
|
|
|
2,500 |
|
|
|
5,000 |
|
|
|
12,500 |
|
John
Lange
|
|
|
2,500 |
|
|
|
5,000 |
|
|
|
12,500 |
|
Bonnie
Ludlow
|
|
|
2,500 |
|
|
|
5,000 |
|
|
|
12,500 |
|
Peter
Mundy
|
|
|
2,500 |
|
|
|
5,000 |
|
|
|
12,500 |
|
For the
third quarter of 2009, the Company had net income of $109,803 and paid a total
of $20,000 in bonuses under the plan. No bonuses were paid in the
fourth quarter of 2009.
Stock Option
Grants. The Compensation Committee currently administers Intellicheck
Mobilisa’s stock option and equity incentive plans for executive officers,
employees, consultants and outside directors. Under the plans, the Compensation
Committee grants options to purchase Common Stock with an exercise price of no
less than the fair market value of the Common Stock on the date of grant. The
Compensation Committee believes that providing stock options to the executive
officers, who are responsible for Intellicheck Mobilisa’s management and growth,
gives them an opportunity to own Intellicheck Mobilisa stock and better aligns
their interests with the interests of the stockholders. It also promotes
retention of the officers because of the vesting provisions of the option grants
and the potential for stock price appreciation.
For these reasons, the Compensation
Committee considers stock options as an important element of compensation when
it reviews executive officer compensation. At its discretion, the Compensation
Committee also grants options based on individual and corporate
achievements.
Normally, the Chief Executive Officer
makes a recommendation to the Committee for awards to be made to executive
officers other than the Chief Executive Officer. The Committee approves grants
made to the Chief Executive Officer and other executive officers and, in certain
cases, recommends grants for approval by the entire Board. The Compensation
Committee determines the number of shares underlying each stock option grant
based upon the executive officer’s and Intellicheck Mobilisa’s performance, the
executive officer’s role and responsibilities at Intellicheck Mobilisa and the
executive officer’s base salary. Effective November 7, 2006, the Board enacted a
new policy regarding all future stock option grants. Such policy requires that
all future stock option issuances will be granted on the third Thursday of each
month after they have been approved and that each such issuance will have a
strike price per share equal to the closing price of the Corporation’s common
stock on such day.
Chief Executive
Officer Compensation. On March 14, 2008, the Company entered into
an employment agreement with Dr. Ludlow, pursuant to which Dr. Ludlow was
appointed the Company’s Chief Executive Officer. Dr. Ludlow receives
a salary of $220,000 ($226,500 effective October 1, 2009) per year, was granted
options to purchase 25,000 shares of the Company’s common stock on March 20,
2008 that are immediately exercisable at a price per share equal to 110% of the
fair market value of the Company’s common stock on the date of grant, and an
annual bonus based on reasonable objectives established by the Company’s Board
of Directors. In the first quarter of 2008, the Company recorded
$66,120 of stock-based compensation related to these options. Dr.
Ludlow will be entitled to receive benefits in accordance with the Company’s
existing benefit policies and will be reimbursed for Company expenses in
accordance with the Company’s expense reimbursement policies. The
employment agreement has a term of two years. Dr. Ludlow may
terminate the agreement at any time on 60 days prior written notice to the
Company. In addition, the Company or Dr. Ludlow may terminate the
employment agreement immediately for cause, as described in the employment
agreement. If the Company terminates the agreement without cause, Dr.
Ludlow will be entitled to severance equal to one year of his base salary, in
addition to salary already earned. If Dr. Ludlow terminates the
agreement for cause, Dr. Ludlow will be entitled to receive a payment equal to
$50,000, in addition to salary already earned.
The determination of the base salary to
be paid to the Chief Executive Officer was based on a number of factors
including the historical compensation of Dr. Ludlow and the relative
compensation in comparison to the other existing senior executives in the
Company. In deciding on future changes in the base salary of the
Chief Executive Officer, the Compensation Committee will consider several
performance factors. Among these are operating and administrative efficiency and
the maintenance of an appropriately experienced management team. The
Compensation Committee also evaluates the Chief Executive Officer’s performance
in the area of finding and evaluating new business opportunities to establish
the most productive strategic direction for Intellicheck Mobilisa.
INTELLICHECK MOBILISA
SUMMARY COMPENSATION TABLE
The following table sets forth
compensation paid to executive officers whose compensation was in excess of
$100,000 for any of the three fiscal years ended December 31,
2009. No other executive officers received total salary and bonus
compensation in excess of $100,000 during any of such fiscal years.
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Option
Awards
($) (1)
|
|
|
All Other
Compensation
($) (2)
|
|
|
Total
($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nelson
Ludlow
|
|
2009
|
|
|
221,375 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
22,423 |
(6) |
|
|
248,798 |
|
Chief
Executive Officer
|
|
2008
|
|
|
169,583 |
(3) |
|
|
- |
|
|
|
66,120 |
|
|
|
- |
|
|
|
235,703 |
|
|
|
2007
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
D. Williams
|
|
2009
|
|
|
201,250 |
|
|
|
5,000 |
|
|
|
- |
|
|
|
23,826 |
(7) |
|
|
230,076 |
|
Chief
Operating Officer
|
|
2008
|
|
|
155,417 |
(3) |
|
|
- |
|
|
|
29,750 |
|
|
|
4,663 |
(8) |
|
|
189,830 |
|
|
|
2007
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell
T. Embry
|
|
2009
|
|
|
181,125 |
|
|
|
2,500 |
|
|
|
15,635 |
|
|
|
10,798 |
(9) |
|
|
210,058 |
|
Chief
Technology Officer
|
|
2008
|
|
|
179,413 |
|
|
|
- |
|
|
|
59,250 |
|
|
|
170 |
(10) |
|
|
238,833 |
|
|
|
2007
|
|
|
170,652
|
|
|
|
- |
|
|
|
33,706
|
|
|
|
2,040 |
(10) |
|
|
206,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonnie
Ludlow
|
|
2009
|
|
|
97,708 |
|
|
|
2,500 |
|
|
|
- |
|
|
|
4,543 |
(6) |
|
|
104,751 |
|
Senior
Vice President
|
|
2008
|
|
|
55,417 |
(3) |
|
|
- |
|
|
|
29,750 |
|
|
|
- |
|
|
|
85,167 |
|
|
|
2007
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter
J. Mundy
|
|
2009
|
|
|
160,083 |
|
|
|
2,500 |
|
|
|
15,635 |
|
|
|
4,863 |
(8) |
|
|
183,081 |
|
Chief
Financial Officer
|
|
2008
|
|
|
156,330 |
|
|
|
- |
|
|
|
74,971 |
|
|
|
|
|
|
|
231,301 |
|
|
|
2007
|
|
|
105,961 |
(4)
|
|
|
- |
|
|
|
98,317
|
|
|
|
-
|
|
|
|
204,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Lange
|
|
2009
|
|
|
176,093 |
(5) |
|
|
2,500 |
|
|
|
15,635 |
|
|
|
5,283 |
(8) |
|
|
199,511 |
|
Former
General Counsel
|
|
2008
|
|
|
117,979 |
(5) |
|
|
- |
|
|
|
59,250 |
|
|
|
3,281 |
(8) |
|
|
180,510 |
|
|
|
2007
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
(1)
|
The
amounts reported in the “Option Awards” column reflect the aggregate grant
date fair value of awards for the years ended December 31, 2009, 2008 and
2007 computed in accordance with FASB ASC Topic 718. See Note
10 of the Notes to Consolidated Financial Statements in our Annual Report
on Form 10-K, filed in this report, for information regarding assumptions
underlying the valuation of equity
awards.
|
(2)
|
No
other compensation in excess of $10,000, including perquisites, was paid
to any of Intellicheck Mobilisa’s named executive
officers.
|
(3)
|
Represents
amounts paid after March 14, 2008, the date of the Mobilisa
acquisition.
|
(4)
|
Mr.
Mundy started with Intellicheck Mobilisa as of March 26,
2007.
|
(5)
|
Mr.
Lange started with Intellicheck Mobilisa as of April 14, 2008 and resigned
as of December 23, 2009.
|
(6)
|
Represents
pay in lieu of vacation time.
|
(7)
|
Represents
matching contribution under the Company’s 401(K) Plan of $6,038 and pay in
lieu of vacation time of $17,788.
|
(8)
|
Represents
matching contribution under the Company’s 401(K)
Plan.
|
(9)
|
Represents
matching contribution under the Company’s 401(K) Plan of $2,836 and pay in
lieu of vacation time of $7,962.
|
(10)
|
Amount
represents a car allowance. Currently, there is no one under a
car allowance program.
|
Stock
Option and Equity Incentive Plans
The principal purpose of the Stock
Option and Equity Incentive Plans is to attract, motivate, reward and retain
selected employees, consultants and directors through the granting of
stock-based compensation awards. The Plans provide for a variety of awards,
including non-qualified stock options, incentive stock options (within the
meaning of Section 422 of the Code), stock appreciation rights, restricted
stock awards, performance-based awards and other stock-based
awards.
Intellicheck Mobilisa adopted a Stock
Option Plan (the “1998 Stock Option Plan”) covering up to 400,000 of the
Company’s Common Stock, pursuant to which officers, directors, key employees and
consultants to the Company are eligible to receive incentive stock options and
nonqualified stock options. The Compensation Committee of the Board of Directors
currently administers the 1998 Stock Option Plan and determines the terms and
conditions of options granted, including the exercise price. The 1998 Stock
Option Plan provides that all stock options will expire within ten years of the
date of grant. Incentive stock options granted under the 1998 Stock Option Plan
must be granted at an exercise price that is not less than the fair market value
per share at the date of grant and the exercise price must not be less than 110%
of the fair market value per share at the date of grant for grants to persons
owning more than 10% of the voting stock of Intellicheck Mobilisa. The 1998
Stock Option Plan also entitles non-employee directors to receive grants of
non-qualified stock options as approved by the Board of Directors.
In August 1999, Intellicheck Mobilisa
adopted the 1999 Stock Option Plan covering up to 1,000,000 of the Company’s
Common Stock, pursuant to which officers, directors, key employees and
consultants to Intellicheck Mobilisa are eligible to receive incentive stock
options and nonqualified stock options. The Compensation Committee of the Board
of Directors currently administers the 1999 Stock Option Plan and determines the
terms and conditions of options granted, including the exercise price. The 1999
Stock Option Plan provides that all stock options will expire within ten years
of the date of grant. Incentive stock options granted under the 1999 Stock
Option Plan must be granted at an exercise price that is not less than the fair
market value per share at the date of grant and the exercise price must not be
less than 110% of the fair market value per share at the date of grant for
grants to persons owning more than 10% of the voting stock of the Company. The
1999 Stock Option Plan also entitles non-employee directors to receive grants of
non-qualified stock options as approved by the Board of Directors.
At the Company’s Annual Meeting held on
July 11, 2001, the stockholders approved the 2001 Stock Option Plan covering up
to 500,000 of the Company’s Common Stock, pursuant to which the officers,
directors, key employees and consultants to Intellicheck Mobilisa are eligible
to receive incentive stock options and nonqualified stock options. The
Compensation Committee of the Board of Directors currently administers the 2001
Stock Option Plan and determines the terms and conditions of options granted,
including the exercise price. The 2001 Stock Option Plan provides that all stock
options will expire within ten years of the date of grant. Incentive stock
options granted under the 2001 Stock Option Plan must be granted at an exercise
price that is not less than the fair market value per share at the date of the
grant and the exercise price must not be less than 110% of the fair market value
per share at the date of the grant for grants to persons owning more than 10% of
the voting stock of the Company. The 2001 Stock Option Plan also entitles
non-employee directors to receive grants on non-qualified stock options as
approved by the Board of Directors.
At the Company’s Annual Meeting held on
July 10, 2003, the stockholders approved the 2003 Stock Option Plan covering up
to 500,000 of the Company’s Common Stock, pursuant to which the officers,
directors, key employees and consultants to Intellicheck Mobilisa are eligible
to receive incentive stock options and nonqualified stock options. The
Compensation Committee of the Board of Directors currently administers the 2003
Stock Option Plan and determines the terms and conditions of options granted,
including the exercise price. The 2003 Stock Option Plan provides that all stock
options will expire within ten years of the date of grant. Incentive stock
options granted under the 2003 Stock Option Plan must be granted at an exercise
price that is not less than the fair market value per share at the date of the
grant and the exercise price must not be less than 110% of the fair market value
per share at the date of the grant for grants to persons owning more than 10% of
the voting stock of the Company. The 2003 Stock Option Plan also entitles
non-employee directors to receive grants on non-qualified stock options as
approved by the Board of Directors.
At the Company’s Annual Meeting held on
June 16, 2006, the stockholders approved the 2006 Equity Incentive Plan, which
amends and restates the Company’s 2004 Stock Option Plan (the “2006 Plan”)
covering up to 850,000 of the Company’s Common Stock, pursuant to which the
officers, directors, key employees and consultants to the Company are eligible
to receive incentive stock options, nonqualified stock options and restricted
stock awards. The Compensation Committee of the Board of Directors currently
administers the 2006 Plan and determines the terms and conditions of options or
restricted stock awards granted, including the option exercise price. The 2006
Plan provides that all stock options or restricted stock awards will expire
within ten years of the date of grant. Incentive stock options granted under the
2006 Plan must be granted at an exercise price that is not less than the fair
market value per share at the date of the grant and the exercise price must not
be less than 110% of the fair market value per share at the date of the grant
for grants to persons owning more than 10% of the voting stock of the Company.
The 2006 Plan also entitles non-employee directors to receive grants on
non-qualified stock options as approved by the Board of Directors. At
the Company’s special meeting of Stockholders held on March 14, 2008, the
stockholders voted to amend the 2006 Plan to increase the number of shares of
Common Stock authorized to be issued by 3,000,000.
Administration. The Stock
Option and Equity Incentive Plans are currently administered by the Compensation
Committee as designated by the Board of Directors. The Compensation Committee
has the power to interpret the Stock Option and Equity Incentive Plans and to
adopt rules for the administration, interpretation and application according to
terms of the plans.
Grant of Awards; Shares Available
for Awards. Certain employees, consultants and directors are eligible to
be granted awards under the Plans. The Compensation Committee will determine who
will receive awards under the Plans, as well as the form of the awards, the
number of shares underlying the awards, and the terms and conditions of the
awards consistent with the terms of the Plans.
A total of 1,653,101 shares of
Intellicheck Mobilisa’s Common Stock are available for issuance or delivery
under the existing Stock Option and Equity Incentive Plans. The number of shares
of the Company’s Common Stock issued or reserved pursuant to the Plans will be
adjusted at the discretion of the Board of Directors or the Compensation
Committee as a result of stock splits, stock dividends and similar changes in
the Company’s Common Stock.
Stock Options. The Stock
Option and Equity Incentive Plans permit the Compensation Committee to grant
participants incentive stock options, which qualify for special tax treatment in
the United States, as well as non-qualified stock options. The Compensation
Committee will establish the duration of each option at the time it is granted,
with maximum ten-year duration for incentive stock options, and may also
establish vesting and performance requirements that must be met prior to the
exercise of options. Stock option grants (other than incentive stock option
grants) also may have exercise prices that are less than, equal to or greater
than the fair market value of the Company’s Common Stock on the date of grant.
Incentive stock options must have an exercise price that is at least equal to
the fair market value of the Company’s Common Stock on the date of grant. Stock
option grants may include provisions that permit the option holder to exercise
all or part of the holder’s vested options, or to satisfy withholding tax
liabilities, by tendering shares of the Company’s Common Stock already owned by
the option holder for at least six months (or another period consistent with the
applicable accounting rules) with a fair market value equal to the exercise
price.
Other Equity-Based Awards. In
addition to stock options, the Compensation Committee may also grant certain
employees, consultants and directors shares of restricted stock, with terms and
conditions as the Compensation Committee may, pursuant to the terms of the 2006
Plan, establish. The 2006 Plan does not allow awards to be made under terms and
conditions which would cause such awards to be treated as deferred compensation
subject to the rules of Section 409A of the Code.
Change-in-Control Provisions.
In connection with the grant of an award, the Compensation Committee may provide
that, in the event of a change in control, any outstanding awards that are
unexercisable or otherwise unvested will become fully vested and immediately
exercisable.
Amendment and Termination.
The Compensation Committee may adopt, amend and rescind rules relating to the
administration of the Plans, and amend, suspend or terminate the Plans, but no
amendment will be made that adversely affects in a material manner any rights of
the holder of any award without the holder’s consent, other than amendments that
are necessary to permit the granting of awards in compliance with applicable
laws. Intellicheck Mobilisa attempted to structure the Plans so that
remuneration attributable to stock options and other awards will not be subject
to a deduction limitation contained in Section 162(m) of the
Code.
GRANTS OF PLAN-BASED AWARDS
TABLE
The following table summarizes options
granted during the year ended December 31, 2009 to the named executive
officers:
Name
|
|
Grant
Date
|
|
Approval
Date
|
|
Number of
Securities
Underlying
Options
Granted
|
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
|
|
Fair Value
at Grant
Date ($) (1)
|
|
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell
T. Embry
|
|
9/25/09
|
|
9/23/09
|
|
|
20,000 |
|
|
|
1.57 |
|
|
|
15,635 |
|
9/25/14
|
John
Lange
|
|
9/25/09
|
|
9/23/09
|
|
|
20,000 |
|
|
|
1.57 |
|
|
|
15,635 |
|
9/25/14
|
Peter
J. Mundy
|
|
9/25/09
|
|
9/23/09
|
|
|
20,000 |
|
|
|
1.57 |
|
|
|
15,635 |
|
9/25/14
|
(1)
|
The
grant date fair value of each equity award has been computed in accordance
with ASC 718. Options vest at a rate of 25% per year on the
anniversary of the date of grant.
|
The
following table summarizes unexercised options as of year-end December 31, 2009
for the named executive officers:
OUTSTANDING EQUITY AWARDS AT
FISCAL YEAR END TABLE
|
|
No. of Securities
|
|
|
|
|
|
|
|
Underlying Unexercised
|
|
|
Option
|
|
Option
|
|
|
Options / Warrants
|
|
|
Exercise
|
|
Expiration
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Price ($)
|
|
Date
|
Nelson
Ludlow
|
|
|
25,000 |
|
|
|
- |
|
|
|
3.63 |
|
3/20/18
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
D. Williams
|
|
|
218,200 |
|
|
|
- |
|
|
|
0.46 |
|
3/14/13
|
|
|
|
16,365 |
|
|
|
- |
|
|
|
0.92 |
|
3/14/13
|
|
|
|
6,250 |
|
|
|
18,750 |
(1) |
|
|
2.36 |
|
7/17/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Russell
T. Embry
|
|
|
5,000 |
|
|
|
- |
|
|
|
4.37 |
|
6/03/10
|
|
|
|
5,000 |
|
|
|
- |
|
|
|
3.18 |
|
11/17/10
|
|
|
|
5,000 |
|
|
|
- |
|
|
|
6.65 |
|
5/17/12
|
|
|
|
5,000 |
|
|
|
- |
|
|
|
6.65 |
|
11/17/12
|
|
|
|
6,250 |
|
|
|
18,750 |
(1) |
|
|
2.36 |
|
7/17/13
|
|
|
|
6,250 |
|
|
|
18,750 |
(2) |
|
|
2.35 |
|
8/21/13
|
|
|
|
- |
|
|
|
20,000 |
(3) |
|
|
1.57 |
|
9/25/14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John
Lange
|
|
|
12,500 |
|
|
|
12,500 |
(1) |
|
|
2.36 |
|
7/17/13
|
|
|
|
10,417 |
|
|
|
14,583 |
(2) |
|
|
2.35 |
|
8/21/13
|
|
|
|
- |
|
|
|
20,000 |
(3) |
|
|
1.57 |
|
3/23/10
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Bonnie
Ludlow
|
|
|
6,250 |
|
|
|
18,750 |
(1) |
|
|
2.60 |
|
7/17/13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Peter
J. Mundy
|
|
|
12,500 |
|
|
|
- |
|
|
|
7.00 |
|
4/19/12
|
|
|
|
6,250 |
|
|
|
- |
|
|
|
7.00 |
|
10/19/12
|
|
|
|
6,250 |
|
|
|
- |
|
|
|
7.00 |
|
4/19/13
|
|
|
|
10,000 |
|
|
|
- |
|
|
|
3.07 |
|
2/21/13
|
|
|
|
6,250 |
|
|
|
18,750 |
(1) |
|
|
2.36 |
|
7/17/13
|
|
|
|
6,250 |
|
|
|
18,750 |
(2) |
|
|
2.35 |
|
8/21/13
|
|
|
|
- |
|
|
|
20,000 |
(3) |
|
|
1.57 |
|
9/25/14
|
(1)
|
These
shares vest 25% per year on the anniversary of the date of grant beginning
July 2009.
|
(2)
|
These
shares vest 25% per year on the anniversary of the date of grant beginning
August 2009.
|
(3)
|
These
shares vest 25% per year on the anniversary of the date of grant beginning
September 2010.
|
The
following table summarizes options exercised and stock awards vested during the
year-ended December 31, 2009 for the named executive officers:
OPTION EXERCISES AND STOCK
VESTED TABLE
None of
our officers named in the Summary Compensation Table exercised stock options or
received shares from vested or unrestricted awards during fiscal year
2009.
Pension
Benefits
The Company does not sponsor any
qualified or non-qualified defined benefit plans.
Nonqualified
Deferred Compensation
Intellicheck Mobilisa does not maintain
any non-qualified defined contribution or deferred compensation plans. The
Compensation Committee, which is comprised solely of “outside directors” as
defined for purposes of Section 162(m) of the Code, may elect to provide
Intellicheck Mobilisa’s officers and other employees with non-qualified defined
contribution or deferred compensation benefits if the Compensation Committee
determines that doing so is in the company’s best interests. Intellicheck
Mobilisa sponsors a tax qualified defined contribution 401(k) plan in which Mr.
Williams, Mr. Embry, and Mr. Mundy and Mr. Lange participate or participated.
Mobilisa made a matching contribution to the plan equal to 50% of the first 6%
an employee contributes into the plan.
Compensation
of Directors
The table below sets forth certain
information concerning compensation of Intellicheck Mobilisa’s non-employee
directors who served in 2009.
Name and Principal Position
|
|
Fees Paid
in Cash
($)
|
|
|
Option
Awards
($)(1)
|
|
|
Stock
Awards
($)(1)
|
|
|
All Other
Compensation
($) (8)
|
|
|
Total
($)
|
|
John
W. Paxton, Chairman
|
|
|
93,015 |
|
|
|
6,894 |
(2) |
|
|
20,000 |
(2) |
|
|
- |
|
|
|
119,909 |
|
General
Emil Bedard, Director
|
|
|
18,299 |
|
|
|
- |
|
|
|
11,001 |
(3) |
|
|
- |
|
|
|
29,300 |
|
Bonnie
Ludlow, Director
|
|
|
3,516 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,516 |
|
Nelson
Ludlow, Director
|
|
|
3,516 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3,516 |
|
Guy
L. Smith, Director
|
|
|
15,049 |
|
|
|
9,500 |
(4) |
|
|
- |
|
|
|
- |
|
|
|
24,549 |
|
Jeffrey
Levy, Former Director
|
|
|
7,500 |
|
|
|
- |
|
|
|
11,001 |
(5) |
|
|
- |
|
|
|
18,501 |
|
John
E. Maxwell, Former Director
|
|
|
5,750 |
|
|
|
10,000 |
(6) |
|
|
- |
|
|
|
- |
|
|
|
15,750 |
|
Arthur
L. Money, Former Director
|
|
|
5,000 |
|
|
|
- |
|
|
|
12,500 |
(7) |
|
|
- |
|
|
|
17,500 |
|
(1)
|
The
amounts reported in the “Option Awards” and “Stock Awards” columns reflect
the aggregate grant date fair value of awards computed in accordance with
FASB ASC Topic 718. See Note 10 of the Notes to Consolidated
Financial Statements in our Annual Report on Form 10-K, filed in this
report, for information regarding assumptions underlying the valuation of
equity awards.
|
(2)
|
Fair
value of 7,500 options granted May 21, 2009 at an exercise price of $1.70
per share. These options vested ratably over a six month
period. Fair value of 13,072 restricted shares granted on
August 27, 2009 at market price of $1.53 per share. These
shares vested ratably over a three month period. As of December
31, 2009, Mr. Paxton had aggregate options to purchase 314,800 shares of
common stock and holds 39,671 shares of restricted common
stock.
|
(3)
|
Fair
value of 7,190 restricted shares granted on August 27, 2009 at market
price of $1.53 per share. These shares vested ratably over a
three month period. As of December 31, 2009, General Bedard had
aggregate options to purchase 278,400 shares of common stock and holds
32,094 shares of restricted common
stock.
|
(4)
|
Fair
value of 12,002 options granted on August 27, 2009 at an exercise price of
$1.53 per share. These options vested ratably over a three
month period. As of December 31, 2009, Mr. Smith had aggregate
outstanding options to purchase 141,667 shares of common
stock.
|
(5)
|
Fair
value of 7,190 restricted shares granted August 27, 2009 at market price
of $1.53 per share. These shares vested ratably over a three
month period. As of December 31, 2009, Mr. Levy had aggregate
outstanding options to purchase 90,350 shares of common stock and holds
53,474 shares of restricted common stock. Mr. Levy resigned
from the Board of Directors as of October 27,
2009.
|
(6)
|
Fair
value of 12,634 options granted on August 27, 2009 at an exercise price of
$1.53 per share. These options vested ratably over a three
month period. As of December 31, 2009, Mr. Maxwell had
aggregate outstanding options to purchase 108,417 shares of Common Stock
and holds 8,254 shares of restricted common stock. Mr. Maxwell
resigned from the Board of Directors as of October 27,
2009.
|
(7)
|
Fair
value of 8,170 restricted shares granted August 27, 2009 at market price
of $1.53 per share. These shares vested ratably over a three
month period. As of December 31, 2009, Mr. Money had aggregate
outstanding options to purchase 206,683 shares of Common Stock and holds
11,345 shares of restricted common stock. Mr. Money resigned
from the Board of Directors as of October 27,
2009.
|
(8)
|
No
other compensation, including perquisites in excess of $10,000, was paid
to any of the directors.
|
During 2008 and 2009, non-employee
directors received cash fees of $3,000 for in-person attendance at board
meetings and $500 for attendance at such meetings telephonically. Each
non-employee director also received a fee of $250 for participation, either
in-person or telephonically, at each separately convened committee meeting not
held in conjunction with a board meeting. Prior to October 27, 2009,
for the annual retainer, non-employee directors were granted the choice of
restricted shares of Intellicheck Mobilisa’s Common Stock in lieu of stock
options or a number of stock options equal to that of the stock grant at the
director’s option. In addition, the Board further recommended that non-employee
directors, who are members of a committee, should be granted the choice of
restricted shares of Intellicheck Mobilisa’s Common Stock in lieu of stock
options or a number of stock options equal to that of the stock grant at the
director’s option. The number of restricted shares as proposed would be
determined by the Board at each annual board meeting. This plan was included in
the Intellicheck Mobilisa’s proxy statement for a vote by Intellicheck’
Mobilisa’s stockholders at the 2006 Annual Meeting of Stockholders.
As of October 27, 2009, the Board
changed its compensation structure. All directors will receive annual
cash retainers as follows: the Chairman of the Board $80,000; other non-employee
directors $60,000; and employee directors $20,000. The amounts are
payable quarterly.
CERTAIN
RELATED PARTY TRANSACTIONS
Intellicheck
Mobilisa
Since the beginning of 2009,
Intellicheck Mobilisa did not have any transactions with related persons as
described under Item 404(a) of Regulation S-K. The Nominating and Corporate
Governance Committee reviews transactions with firms associated with directors
and nominees for director. Intellicheck Mobilisa’s management also monitors such
transactions on an ongoing basis. Executive officers and directors are governed
by Intellicheck Mobilisa’s Code of Business Conduct and Ethics which provides
that waivers may only be granted by the Board of Directors and must be promptly
disclosed to stockholders. No such waivers were granted nor applied for in 2009.
Intellicheck Mobilisa’s Corporate Governance Guidelines require that all
directors recuse themselves from any discussion or decision affecting their
personal, business or professional interests.
Mobilisa
Mobilisa leases office space from Eagle
Coast, LLC, an entity that is wholly-owned by Dr. and Mrs. Ludlow, our Chief
Executive Officer and director and one of our directors, respectively. For the
year ended December 31, 2009 total rent payments for this office space were
$74,976. For the period beginning March 15, 2008 through December 31,
2008, total rental payments for this office space were $59,357. In
2008, Mobilisa entered into a 10-year lease for the office space ending in
2017.
The
majority owners, who are members of management, have guaranteed all Mobilisa
credit lines through 2009.
Proposal
No. 2
RATIFICATION
OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
On August
16, 2010, the Company was notified that Amper, Politziner and Mattia, LLP
(“Amper”) an independent registered public accounting firm combined its practice
with that of Eisner LLP (“Eisner”) and the name of the combined practice
operates under the name EisnerAmper LLP. The Audit Committee of the
Company’s Board of Directors has engaged EisnerAmper LLP to serve as the
Company’s new independent registered public accounting firm to examine
Intellicheck Mobilisa’s financial statements for the fiscal year ending December
31, 2010.
During
the Company’s two most recent fiscal years ended December 31, 2009 and through
the date of the Current Report on Form 8-K, the Company did not consult with
Eisner regarding any of the matters or reportable events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
The audit
report of Amper on the consolidated financial statements of the Company as of
and for the two most recent fiscal years ended December 31, 2009, did not
contain an adverse opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles.
In
connection with the audit of the Company’s consolidated financial statements for
the two most recent fiscal years ended December 31, 2009 and through the date of
this Current Report on Form 8-K, there were (i) no disagreements between the
Company and Amper on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Amper, would have caused
Amper to make reference to the subject matter of the disagreement in their
report on the Company’s financial statements for such year or for any reporting
period since the Company’s last fiscal year end and (ii) no reportable events
within the meaning set forth in item 304(a)(1)(v) of Regulation
S-K.
The Board of Directors recommends
that you vote to ratify such appointment.
Representatives
of EisnerAmper, LLP are expected to be present at the annual meeting of
shareholders with the opportunity to make a statement if they desire to do so
and will be available to respond to appropriate questions.
Principal
Accountant Fees and Services
For the
fiscal years ended December 31, 2009 and December 31, 2008, Intellicheck
Mobilisa’s principal independent auditor was Amper, Politziner & Mattia,
LLP, the services of which were provided in the following categories and
amount:
Audit
Fees
The
aggregate fees billed by Amper, Politziner and Mattia, LLP for professional
services rendered for the audit of Intellicheck Mobilisa’s annual financial
statements for the fiscal years ended December 31, 2009 and 2008 and for the
reviews of the financial statements included in the Company’s Quarterly Reports
on Form 10-Q for such fiscal years amounted to $173,000 and $200,500,
respectively.
Audit Related
Fees
Other
than the fees described under the caption “Audit Fees” above, Amper, Politziner
and Mattia, LLP did not bill any fees for services rendered to Intellicheck
Mobilisa during fiscal year 2009 or 2008 for assurance and related services in
connection with the audit or review of the Company’s financial
statements.
Tax Fees
Amper,
Politziner and Mattia, LLP billed Intellicheck Mobilisa for tax related services
for the fiscal years ended December 31, 2009 and 2008 amounts totaling $14,489
and $8,428, respectively.
All Other
Fees
There
were no other fees paid in 2009. The aggregate fees billed by Amper,
Politziner and Mattia, LLP for professional services rendered in connection with
the Company’s Proxy and Registration Statements on Forms S-3 and S-8 to register
certain shares relating to the Mobilisa merger and certain shares under the 2006
Stock Option Plan amounted to $8,357 in 2008.
Pre-approval of
Services
The Audit
Committee pre-approves all services, including both audit and non-audit
services, provided by Intellicheck Mobilisa’s independent registered public
accounting firm. For audit services, each year the independent auditor provides
the Audit Committee with an engagement letter outlining the scope of proposed
audit services to be performed during the year, which must be formally accepted
by the Committee before the audit commences. The independent auditor also
submits an audit services fee proposal, which also must be approved by the
Committee before the audit commences.
OTHER
MATTERS
The Board
of Directors does not know of any matters other than those mentioned above to be
presented to the meeting. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
ANNUAL
REPORT
Our
annual report to shareholders concerning our operations during the fiscal year
ended December 31, 2009, including audited financial statements, has been
distributed to all record holders as of the record date. The annual report is
not incorporated in the proxy statement and is not to be considered a part of
the soliciting material.
UPON
WRITTEN REQUEST, WE WILL PROVIDE, WITHOUT CHARGE, A COPY OF OUR ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009, TO EACH SHAREHOLDER OF
RECORD OR TO EACH SHAREHOLDER WHO OWNED OUR COMMON STOCK LISTED IN THE NAME OF A
BANK OR BROKER, AS NOMINEE, AT THE CLOSE OF BUSINESS ON SEPTEMBER 13,
2010. ANY REQUEST BY A SHAREHOLDER FOR OUR ANNUAL REPORT ON FORM 10-K
SHOULD BE SENT TO INVESTOR RELATIONS AT INTELLICHECK MOBILISA, INC., 191 OTTO
STREET, PORT TOWNSEND, WA 98368.
REQUIREMENTS
FOR SHAREHOLDER PROPOSALS TO BE BROUGHT BEFORE THE 2011 ANNUAL MEETING OF
SHAREHOLDERS
Shareholders’
proposals intended to be presented at next year’s Annual Meeting of Shareholders
must be submitted in writing to INVESTOR RELATIONS at INTELLICHECK MOBILISA,
INC., 191 OTTO STREET, PORT TOWNSEND, WA 98368, no later than July 11, 2011 for
inclusion in the Company’s proxy statement and form of proxy for that
meeting. In addition, all proposals will need to comply with Rule
14a-8 of the Exchange Act, which lists the requirements for the inclusion of
shareholder proposals in Company-sponsored proxy materials.
Notice of
any director nomination or other proposal that you intend to present at the 2011
Annual Meeting of Shareholders, but do not intend to have included in the proxy
statement and form of proxy relating to the 2011 Annual Meeting of shareholders,
must be delivered to the Company’s INVESTOR RELATIONS at INTELLICHECK MOBILISA,
INC., 191 OTTO STREET, PORT TOWNSEND, WA 98368 not later than the close of
business on August 11, 2011.
The proxy
solicited by the Company for the 2011 Annual Meeting of Shareholders will confer
discretionary authority on the Company’s proxies to vote on any proposal
presented by a shareholder at that meeting for which the Company has not been
provided with notice on or prior to August 11, 2011.
WHERE
YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. Shareholders may read and copy any reports, statements or other
information that we file at the SEC’s public reference room in Washington, D.C.
Please call the SEC at 1-800-SEC-0330 for further information about the public
reference room. Our public filings are also available from commercial document
retrieval services and at the Internet Web site maintained by the SEC at
http://www.sec.gov.
SHAREHOLDERS
SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROXY STATEMENT TO VOTE THEIR SHARES AT THE ANNUAL MEETING. NO ONE HAS BEEN
AUTHORIZED TO PROVIDE ANY INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED
IN THIS PROXY STATEMENT. THIS PROXY STATEMENT IS DATED SEPTEMBER 20, 2010.
SHAREHOLDERS SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY
STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE.
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By
Order of the Board of Directors,
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/s/ Peter J. Mundy
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Peter
J. Mundy
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Chief
Financial Officer, Treasurer and
Secretary
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