Business Context and Reporting Period
This Form 8-K Current Report was filed by Intrusion Inc. on July 1, 2024. The filing reports a corporate governance event: the appointment of a new member to the Board of Directors to fill a vacant seat.
Financial Metrics
This filing does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
The material change reported is the election of Dion Hinchcliffe as a member of the Board of Directors, effective July 1, 2024. Mr. Hinchcliffe, age 54, is currently the Vice President of CIO Practice at The Futurum Group and an executive fellow at Dartmouth College. He brings extensive experience in enterprise technology leadership and digital transformation.
Compensation and Governance Details
- Independence: The Board considers Mr. Hinchcliffe an independent director under Nasdaq requirements.
- Cash Compensation: He will receive the standard non-management director compensation, consisting of an annual retainer of $30,000 (paid quarterly) and an additional annual committee fee ranging from $7,500 to $18,000.
- Equity Compensation: He is eligible for an annual restricted stock unit award. The value of this award is capped at $70,000, calculated based on the closing share price on the grant date. Historically, these awards vest one year following the grant date.
- Related Transactions: The filing states there are no undisclosed arrangements or transactions regarding Mr. Hinchcliffe required under Item 404(a) of Regulation S-K.
Key Facts for Investor Verification
- Verify the effective date of Dion Hinchcliffe's board appointment (July 1, 2024).
- Confirm the specific committee assignments for Mr. Hinchcliffe to determine the exact annual committee fee within the $7,500–$18,000 range.
- Review the Company's most recent 10-K or 10-Q for the current share price to estimate the number of restricted stock units Mr. Hinchcliffe may receive under the $70,000 cap.
- Note that this filing contains no financial results; investors should refer to quarterly or annual reports for financial metrics.