Anthony J. LeVecchio
About Anthony J. LeVecchio
Anthony J. LeVecchio (age 78) is an independent director and Chairman of the Board of Intrusion Inc. (INTZ). He joined the Board on August 6, 2020, was appointed Board Chair on August 20, 2020, and “Chairman of the Board” on August 4, 2021; he serves on and currently chairs the Compensation Committee. He holds a Bachelor of Economics and an MBA in Finance from Rollins College and is recognized as a financial and corporate governance expert, including experience with IPOs, secondary offerings, Sarbanes-Oxley preparedness, SEC stock option backdating investigations, and Dodd-Frank implementation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VHA Southwest, Inc. | Senior Vice President & Chief Financial Officer | Not disclosed | Financial leadership at a regional healthcare system |
| Philips Information Systems | Financial management positions | Not disclosed | Finance/operations roles |
| Exxon Office Systems | Financial management positions | Not disclosed | Finance/operations roles |
| Xerox Corporation | Financial management positions | Not disclosed | Finance/operations roles |
| Legacy Texas Bank (Nasdaq) | Chairman of the Board | Prior role | Public company board leadership |
| UniPixel, Inc. (Nasdaq) | Co-Chairman of the Board | Prior role | Public company board leadership |
| Microtune, Inc.; DG FastChannel, Inc.; Maxum Health, Inc.; Medical Alliance; ASDS | Director | Prior roles | Broad public/private board experience; guided companies through financing, M&A, governance best practices |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The James Group, Inc. | Founder & President | 1988–present | General business consulting; advised CEOs in public and private firms |
| University of Texas at Dallas (UTD) | Lecturing professor, School of Management | Not disclosed | Member, advisory board for The Institute for Excellence in Corporate Governance |
Board Governance
- Independence: Board deems LeVecchio independent under Nasdaq Rule 5605(a)(2) .
- Current roles: Chairman of the Board; Compensation Committee Chair (succeeded Mr. Gero on Nov 20, 2024); Compensation Committee member .
- Committee landscape FY2024: Audit Committee held 4 meetings; Compensation Committee held 1 meeting; Nominating & Governance held 1 meeting .
- Attendance: The Board or its authorized committees met 4 times in FY2024; each director participated in at least 75% of aggregate Board and committee meetings during their service period .
- Governance infrastructure: Written charters adopted; Risk oversight primarily via Audit Committee; Disclosure Committee involvement; Code of Business Conduct and Ethics adopted .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $37,500 | Standard director retainer |
| Chairman of the Board annual fee | $40,000 | Additional for Chairman |
| Compensation Committee Chair fee | $12,500 | Not paid if the chairmanship is held by the Chairman (company policy) |
| Audit Committee Chair fee | $18,000 | Committee chair fee |
| Nominating & Governance Chair fee | $7,500 | Committee chair fee |
| Director | FY2024 Cash Fees | FY2024 Stock Awards | Options | Total |
|---|---|---|---|---|
| Anthony J. LeVecchio | $77,500 | $70,000 | $0 | $147,500 |
Policy nuance: Committee chair fees are generally paid unless the Committee chairmanship is held by the Chairman, which can affect total cash fees for LeVecchio given his dual role .
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | Aug 27, 2024 | 50,724 | $70,000 (at $1.38/share) | Vest fully on first anniversary | Proxy 2025 |
| RSUs (Director annual grant) | Aug 19, 2025 | 40,462 | $69,999 (at $1.73/share equivalent) | Vest fully on first anniversary | Form 4 |
- Performance metrics tied to director compensation: None disclosed; director RSUs are time-based, not performance-based .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Legacy Texas Bank (Nasdaq) | Chairman of the Board | Prior | Public company experience |
| UniPixel, Inc. (Nasdaq) | Co-Chairman of the Board | Prior | Public company experience |
| Microtune, DG FastChannel, Maxum Health, Medical Alliance, ASDS | Director | Prior | Multiple board memberships across industries |
- Current public company boards beyond INTZ: Not disclosed .
- Identified interlocks/conflicts: None disclosed with INTZ customers/suppliers/competitors .
Expertise & Qualifications
- Financial and governance expert; selected for Board Chair and Compensation Committee due to domain expertise .
- Broad public company board experience including capital markets events and regulatory preparedness .
- Academic governance involvement at UTD’s Institute for Excellence in Corporate Governance .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| June 30, 2025 | 89,613 | <1% (“*”) | Proxy beneficial ownership table |
| Post RSU grant (Aug 19, 2025) | 120,131 | Not disclosed | Includes awarded RSUs; Form 4 shows updated beneficial holdings |
- Stock ownership guidelines: Company has no standard stock ownership guidelines; executives are “encouraged” to retain stock/option holdings. No formal director ownership guidelines disclosed—governance gap .
- Hedging/Pledging: Company has not adopted anti-hedging policies for employees or directors—a red flag for alignment .
- Pledged shares: No pledging disclosed for LeVecchio .
Insider Trades (Section 16)
| Date | Transaction | Shares | Price | Beneficial Ownership After | Source |
|---|---|---|---|---|---|
| Aug 19, 2025 | RSU award (time-based) | 40,462 | $1.73 equivalent | 120,131 |
Compensation Committee Analysis
- Composition: All independent directors; FY2024 members were Mr. Gero (Chair), Mr. LeVecchio, and Mr. Hinchcliffe; LeVecchio became Chair on Nov 20, 2024 .
- Meetings: Compensation Committee met once in FY2024 (low cadence) .
- Scope: Oversees executive/director pay; administers Omnibus Incentive Plan; sets performance goals for NEOs; periodically reviews director compensation .
- Consultant use: Not specifically disclosed; committee references peer and survey data for director pay levels .
Related Party Transactions
- FY2024 CEO financing arrangement: CEO Anthony Scott purchased a $1.08M note; 7.0% interest; weekly $40,000 principal payments; matured June 15, 2024; secured by receivables; Board review/approval policy noted .
- No other transactions >$120,000 with directors, nominees, 5% holders, or their immediate families during 2024–June 30, 2025 .
- Section 16 compliance: Company believes all required filings were timely for FY2024 .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay proposal included for 2025; Board recommends “FOR”; next Say-on-Pay expected at the 2028 annual meeting (implies triennial cadence) .
Governance Assessment
-
Strengths:
- Independent Chairman and Compensation Committee Chair; independence affirmed under Nasdaq Rule 5605 .
- Broad governance/financial expertise; extensive public company oversight experience .
- Board/committee attendance at least 75% in FY2024; Audit Committee met 4x, demonstrating active financial oversight .
-
Concerns/RED FLAGS:
- No anti-hedging policy for directors or employees—weak alignment policy .
- No formal stock ownership guidelines—lack of structured ownership alignment for directors .
- Compensation Committee met only once in FY2024—limited cadence raises questions on pay oversight rigor .
- Structure permits non-payment of committee chair fees when held by the Chairman, potentially concentrating authority with reduced compensation checks; monitor for role concentration risks .
-
Alignment Signals:
- Regular annual RSU grants to non-employee directors with one-year vesting; LeVecchio’s mix in FY2024 was roughly balanced between cash ($77,500) and equity ($70,000), supporting some equity alignment .
- Incremental RSU award in Aug 2025 (40,462 units) maintains/expands equity exposure .
-
Conflicts:
- No disclosed related-party transactions involving LeVecchio or The James Group; only CEO financing transaction disclosed .
- No family relationships among directors/officers .