Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 3, 2021, Jack B. Blount resigned his position on the Board of
Directors (the "Board") of Intrusion, Inc. (the "Company"), effective as of that
date. Contemporaneously with his resignation, the Company entered into a
Severance Agreement and General Release with Mr. Blount, effective as of July
19, 2021, which was the last date of Mr. Blount's tenure as the Company's
President and Chief Executive Officer. In exchange for a release together with
certain confidentiality, non-solicitation, and non-compete provisions, the
Company will remit payment of a total of $200,000 to Mr. Blount over a six month
period. A copy of the Severance Agreement and General Release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
On August 4, 2021, the Board appointed Anthony J. LeVecchio, currently its
Chair, as the Company's "Executive Chairman of the Board" to act as the
Company's "principal executive officer," as that term is defined under the rules
and regulations promulgated by the Securities and Exchange Commission. Mr.
LeVecchio, age 73, has served on the Board and as Board Chair since August 6,
2020. He is President and Owner of The James Group, Inc., a general business
consulting firm that has advised CEOs across a wide range of industries in both
public and private companies. Prior to forming The James Group in 1988, Mr.
LeVecchio was the Senior Vice President and Chief Financial Officer for VHA
Southwest, Inc., a regional healthcare system. Previous to that, Mr. LeVecchio
held financial management positions with Philips Information Systems, Exxon
Office Systems and Xerox Corporation. Mr. LeVecchio has served on the board of
over 20 private companies ranging from pre-revenue startups to companies with
over $100 million in annual revenues. In this capacity, he has guided companies
through all phases of corporate growth including startup operations; achieving
profitability; asset, debt, and equity financing; merger and acquisitions and
implementation of corporate governance best practices. His previous board
experience includes serving as Chairman of the Board of LegacyTexas Bank
(Nasdaq) and as Co-chairman of the Board for UniPixel, Inc. (Nasdaq). Mr.
LeVecchio has also served on boards for Microtune, Inc., DG FastChannel, Inc.,
Maxum Health, Inc., Medical Alliance and ASDS. There are no compensation
arrangements with Mr. LeVecchio in connection with his service as Executive
Chairman of the Board other than for his board service in general, and no
related party transactions between Mr. LeVecchio and the Company as defined in
Item 404(a) of Regulation SK. There are no family relationships between Mr.
LeVecchio and any other director, executive officer or person nominated or
chosen to be a director or executive officer of the Company.
The Company considers Mr. LeVecchio's role as Executive Chairman of the Board as
an interim position while the Company searches for a permanent chief executive
officer. While Mr. LeVecchio is serving in this interim role, he will not
participate as a member of either the Company's Audit Committee or it
Compensation Committee.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Severance Agreement and General Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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