UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 21, 2022, the Board of Directors (the “Board”) of Intrusion Inc. (the “Company”) appointed Mr. Anthony Scott, the Company’s current President and Chief Executive Officer, to fill one of the vacant seats on the Board, to serve until the election of directors at the Company’s upcoming annual meeting of stockholders. At the date of this filing, Mr. Scott has not been appointed to serve on any of the Board’s committees.
The Board previously approved an executive compensation package for Mr. Scott in his capacity as an officer, that was memorialized in an Executive Employment Agreement, dated November 11, 2021. The material terms of this Employment Agreement are as follows: a $425,000 annual cash salary; a one time restricted stock award equivalent to $75,000 of common stock based on the closing price on November 15, 2021; the ability to earn up to two times his annual salary (in cash or a combination of cash and stock option awards) under the terms of the Company’s existing executive incentive based bonus plan; the ability to participate in the Company’s long-term incentive plan; as well as other reasonable and customary benefits provided by the Company. In addition, the Employment Agreement provides that the Board will nominate Mr. Scott for a seat on the Board, such nomination to be approved by the Company’s stockholders at the Company's next annual meeting.
Mr. Scott (age 69), holds a Bachelor of Science Degree from the University of San Francisco in Information Systems Management and a Juris Doctorate (law) degree from Santa Clara University. He was inducted into CIO Magazine’s “CIO Hall of Fame” and has been a frequent keynote speaker, panelist and advisor at numerous industry and government events. Scott is a multi- year recipient of the Fed 100 Award and has been recognized for his leadership skills by multiple organizations.
There are no related party transactions between Mr. Scott and the Company as defined in Item 404(a) of Regulation SK. There are no family relationships between Mr. Scott and any other director, executive officer or person nominated or chosen to be a director or executive officer of the Company.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Executive Employment Agreement between Intrusion Inc. and Anthony Scott, dated November 11, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: January 26, 2022
| INTRUSION INC. | ||||
| By: | /s/ B. Franklin Byrd | |||
| B. Franklin Byrd | ||||
| Chief Financial Officer | ||||
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