INTRUSION INC. Reports Board and Executive Changes

TL;DR

Intrusion Inc. just filed an 8-K about board and exec comp changes. Watch this space.

AI Summary

On July 1, 2024, INTRUSION INC. filed an 8-K report detailing changes in its board of directors and executive compensation. The filing indicates a shift in leadership and potentially new compensation structures for key personnel.

Why It Matters

Changes in a company's board of directors and executive compensation can signal strategic shifts or new directions for the company's future operations and governance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate internal restructuring or strategic pivots, which may carry inherent risks.

Key Players & Entities

• INTRUSION INC. (company) — Registrant
• July 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Plano, Texas (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share INTZ NASDAQ Capit
• $30,000 — y consists of (i) an annual retainer of $30,000, payable in quarterly installments of $
• $7,500 — 0, payable in quarterly installments of $7,500; and (ii) an additional annual fee rang
• $18,000 — ional annual fee ranging from $7,500 to $18,000 depending on Committee appointment. Eq
• $70,000 b — restricted shares obtained by dividing $70,000 by the closing price of a share of Common

Filing Documents

• intrusion_8k.htm (8-K) — 29KB
• 0001683168-24-004576.txt ( ) — 199KB
• intz-20240701.xsd (EX-101.SCH) — 3KB
• intz-20240701_lab.xml (EX-101.LAB) — 33KB
• intz-20240701_pre.xml (EX-101.PRE) — 22KB
• intrusion_8k_htm.xml (XML) — 4KB

From the Filing

8-K Report UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2024 INTRUSION INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-39608 75-1911917 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 101 East Park Blvd , Suite 1200 Plano , Texas 75074 (Address of Principal Executive Offices) (Zip Code) (888) 637-7770 (Registrant's Telephone Number, Including Area Code) N/A (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value per share INTZ NASDAQ Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (d) Election of Director. On June 26, 2024, the Board of Directors of Intrusion Inc. ("Intrusion" or the "Company") filled a vacant Board seat by appointing Dion Hinchcliffe to serve as a member of the Board of Directors effective as of the close of business on July 1, 2024, until the next annual meeting of stockholders, at which time Mr. Hinchcliffe has been nominated to stand for election. Mr. Hinchcliffe, age 54, is currently Vice President of CIO Practice at The Futurum Group and an executive fellow at Dartmouth College's Tuck Center for Digital Strategies. Prior to joining the Futurum Group, Mr. Hinchcliffe was VP and Principal Analyst at Constellation Research from 2017 through May 2024 where he researched and advised clients on the issues of enterprise technology leadership, digital transformation, and stakeholder experience. Mr. Hinchcliffe is a veteran of enterprise IT and several Internet startups and has extensive practical experience with enterprise strategy and operational issues and is a widely followed commentator and industry analyst for ZDNet. Mr. Hinchcliffe is also a frequent keynote speaker and co-author of two books on intersection of technology and business including Web 2.0 Architectures from O'Reilly as well as the bestselling Social Business By Design (John Wiley & Son.) The Board considers Mr. Hinchcliffe to be an independent director under the Company's categorical standards of independence and applicable Nasdaq requirements. As a non-management member of the Board, Mr. Hinchcliffe will receive the compensation paid to non-management directors for service on the Board and its committees. Specifically, the cash component of non-management director compensation currently consists of (i) an annual retainer of $30,000, payable in quarterly installments of $7,500; and (ii) an additional annual fee ranging from $7,500 to $18,000 depending on Committee appointment. Equity awards are another element of non-management director compensation. Each non-management director currently receives annually, if and as approved by the Board, a restricted stock unit award. Under Intrusion's current compensation program for non-management directors, the annual restricted stock award is not to exceed the number of restricted shares obtained by dividing $70,000 by the closing price of a share of Common Stock on the date of grant. While the Board has the flexibility to determine at the time of each grant the vesting provisions for that grant, historically the stock option awards vest one (1) year following the date of grant. As Mr. Hinchcliffe was elected within the overall Annual Meeting timeframe, the amount of his annual retainer and restricted stock award is consistent with the amounts to be paid to the other non-management directors for service on the Board and its committees. There are no arrangements or understa

View Full Filing

View this 8-K filing on SEC EDGAR