Anthony Scott
About Anthony Scott
Anthony Scott, age 72, is President & Chief Executive Officer of Intrusion Inc. and has served as a director since January 21, 2022; he was appointed CEO on November 11, 2021 and is the company’s principal executive officer . He holds a BS in Information Systems Management from the University of San Francisco and a JD from Santa Clara University, with prior CIO roles at Disney (2005–2008), Microsoft (2008–2013), VMware (2013–2015), and service as U.S. Federal CIO beginning February 2015, overseeing an ~$85B IT budget and leading the Cybersecurity Sprint/CSIP and “State of IT” report initiatives . Pay-versus-performance disclosures show Intrusion’s total stockholder return (TSR) rose to $60.87 in 2024 from $8.01 in 2023, with CEO “compensation actually paid” increasing from $319,652 (2023) to $427,911 (2024) and net loss improving from $(13,891) to $(7,790) over the period . Recent operating performance highlighted Q2 2025 revenue of ~$1.9 million, up 28% year-over-year, driven by Department of Defense work and Shield products, and the CFO reported nine months 2025 net loss of $(6.2) million versus $(5.8) million in 2024 as interest credits rolled off .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Walt Disney Company | Global CIO | 2005–2008 | Led enterprise IT; prior executive leadership recognized for cybersecurity/IT governance |
| Microsoft | CIO | Feb 2008–May 2013 | Oversaw global IT operations and transformation |
| VMware | CIO | Sep 2013–Feb 2015 | Drove CIO-level technology and security initiatives |
| U.S. Government (OMB) | Federal CIO | Feb 2015 | Oversight of >$85B annual federal IT budget; led Cybersecurity Sprint/CSIP; authored “State of IT” report |
| General Motors | Chief Technology Officer | n/a | Senior technology leadership in enterprise IT |
| Bristol Myers Squibb; Price Waterhouse; Sun Microsystems; Marriott | Senior executive roles | n/a | Executive experience across blue-chip enterprises and consulting |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Tony Scott Group, LLC | Founder & CEO | n/a | Early-stage cybersecurity/privacy investing and consulting; public/private sector advisory presence |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary (USD) | $318,750 | $425,000 |
| Target bonus % or max opportunity | Up to 2x salary under executive incentive plan | Up to 2x salary under executive incentive plan |
| Actual annual bonus paid | $0 (threshold targets not met) | $0 (threshold targets not met) |
| Perquisites (401k match; health; life) | Up to 1% 401k match; 80/20 health premiums; life insurance up to $50k | Up to 1% 401k match; 80/20 health premiums; life insurance up to $50k |
Performance Compensation
| Incentive type | Metric(s) | Weighting | Target/structure | Actual/payout | Vesting |
|---|---|---|---|---|---|
| Annual cash incentive | Sales and/or earnings (threshold required) | Not disclosed | Threshold must be met before payout | No payout in 2023–2024 (targets not met) | n/a |
| Stock options (grant 3/21/2023) | Time-based equity | Not disclosed | 6,586 options at $24.20 exercise price; grant-date fair value $139,157 | Options vested March 21, 2024 (per grant footnote) | Vested 3/21/2024 (grant footnote); general plan notes options typically vest in three annual tranches |
| LTI awards (RSUs/PSUs) | — | — | No LTIs granted in 2024 or 2023 | — | — |
Reverse split context: Company effected a 1-for-20 reverse split on March 15, 2024; the 2025 10-K/A describes the 3/21/2023 CEO option amendment as 131,715 options at $1.21 pre-split, which corresponds to 6,586 options at $24.20 post-split .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,865,197 shares (8.84% of outstanding) |
| Components/derivatives | Includes 6,586 options and 1,204,830 warrants currently exercisable or exercisable before Aug 30, 2025; warrants subject to 19.99% beneficial ownership cap |
| Options status at FY 2024 EOY | 6,586 exercisable; 0 unexercisable |
| Stock ownership guidelines | None; executives encouraged to retain shares/options |
| Pledging/hedging policy | No adopted company policy limiting employee/director hedging transactions |
Employment Terms
- Executive Employment Agreement (11/11/2021): $425,000 annual salary; one-time $75,000 restricted stock award; bonus opportunity up to 2x salary (cash/equity mix); eligibility for long-term incentives; Board must nominate Scott for election as director .
- Amendment (3/27/2023): Temporary 50% base salary reduction from 3/24/2023–9/22/2023 ($106,250 reduction); option grant described above (pre-split 131,715 at $1.21, post-split 6,586 at $24.20) .
- Severance/change-of-control: Company discloses severance and change-of-control agreements for certain management members that include non-compete during employment, confidentiality, and non-solicit/non-interference obligations during employment and for certain periods (including indefinite periods) post-termination; specific multiples or triggers not disclosed .
- Clawback (Compensation Recovery Policy): Effective December 1, 2023; applies to incentive-based compensation tied to financial reporting measures and requires recovery of “excess compensation” following accounting restatements; no indemnification/insurance for clawback obligations; filed as Exhibit 97 to 10-K and 10-K/A .
Board Governance
- Board service: Director since January 21, 2022; CEO dual-role as management director, but not Chairman (Chairman is Anthony J. LeVecchio) .
- Committee structure (FY 2024): Audit Committee—McCallum (Chair), Wilson, Hinchcliffe; Compensation Committee—LeVecchio (Chair), Hinchcliffe; Nominating & Governance—Wilson (Chair), McCallum; all independent .
- Independence: Board determined four independent directors (LeVecchio, McCallum, Wilson, Hinchcliffe) .
- Attendance: Board met four times in 2024; each director participated in ≥75% of aggregate board and applicable committee meetings .
- Director compensation (structure): Non-employee directors receive $37,500 annual cash retainer; Committee chair fees—Audit $18,000, Compensation $12,500, Nominating $7,500; Chairman receives $40,000; annual RSUs equal to $70,000 vesting after one year; employee directors (including CEO) receive no additional director compensation .
Director Compensation (FY 2024 snapshot)
| Director | Cash fees (USD) | Stock awards (USD) | Option awards (USD) | Total (USD) |
|---|---|---|---|---|
| Anthony Scott (CEO, Director) | $0 | $0 | $0 | $0 |
| Anthony J. LeVecchio (Chairman) | $77,500 | $70,000 | $0 | $147,500 |
| Katrinka B. McCallum | $55,500 | $70,000 | $0 | $125,500 |
| Gregory K. Wilson | $45,000 | $70,000 | $0 | $115,000 |
| Dion Hinchcliffe | $18,750 | $70,000 | $0 | $88,750 |
Compensation vs Performance Indicators
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| CEO “Compensation Actually Paid” (USD) | $319,652 | $427,911 |
| Avg “Compensation Actually Paid” – Non-CEO NEOs (USD) | $217,347 | $270,282 |
| TSR – Value of $100 investment | $8.01 | $60.87 |
| Net Income (Loss) (USD, millions) | $(13.891) | $(7.790) |
Performance & Track Record
- Q2 2025 revenue ~$1.9 million (+28% y/y); momentum driven by Shield products and DOD contract extension; gross margin 76%; net loss $2.0 million ($0.10/share) .
- Nine months ended 9/30/2025 net loss $(6.234) million vs $(5.833) million in 2024 as prior-year included a net interest credit related to Streeterville debt exchange; operating cash flow $(6.228) million nine months 2025 .
- Strategic initiatives: AWS Marketplace and planned Azure Marketplace distribution; licensing Intrusion technology into partner solutions; break-even target around ~$12 million revenue .
- Litigation: Routine/incidental, not expected to be material .
Related Party Transactions
- CEO financing: On January 2, 2024, Scott purchased a $1.08–$1.1 million note at 7% interest (daily compounding), requiring $40,000 weekly payments until 6/15/2024; on March 20, 2024, he purchased a second note for $343,000 (non-interest-bearing) maturing 4/19/2024; on April 19, 2024, the aggregate ~$1.1 million outstanding balance was converted into common stock and warrants; company recorded $20k interest expense and $83k amortization related to the notes .
- Security agreement: CEO received a security interest in accounts receivable under the January 2, 2024 note (as disclosed in exhibit listing) .
Shareholder Votes (2025)
- Director election: Anthony Scott received 3,195,092 “For”, 148,873 “Withheld”, with 7,688,349 broker non-votes; all nominees elected .
- Say-on-Pay (advisory): 3,099,835 “For”, 190,545 “Against”, 53,585 “Abstain”, 7,688,349 broker non-votes; Board and Compensation Committee noted historical strong support (98% in 2022) and maintained pay-for-performance approach .
Equity Programs & Policies
- Plans and capacity: 2021 Omnibus Incentive Plan (2.5 million shares authorized; includes options/RSUs), 2023 ESPP (1,000,000 shares, with additional 1,000,000 reserve post reverse split), legacy 2015 and 2005 plans (no new grants) .
- Equity award practices: Annual grants typically in January; exercise prices set at closing price; awards avoided around material non-public information periods .
- Hedging policy: Company has not adopted policies restricting employee/director hedging transactions .
Investment Implications
- Alignment: Scott’s 8.84% beneficial ownership and fully exercisable options, plus capped warrant exercise at 19.99% beneficial ownership, indicate meaningful skin-in-the-game but also potential exercise-driven supply overhang; absence of formal ownership guidelines and hedging restrictions is a governance gap relative to peers .
- Pay-for-performance: Zero bonuses paid in 2023–2024 due to unmet sales/earnings thresholds and no LTIs granted in those years, consistent with conservative cash comp and variable pay discipline; option grants were modest post-split, vesting in 2024 .
- Retention/COC risk: Employment agreement terms are standard (salary, bonus capacity, initial RSU, board nomination), and company maintains a clawback policy aligned with SEC/Nasdaq rules; severance/COC specifics (multiples/triggers) are not disclosed, limiting precision on termination economics .
- Performance trajectory: Revenue growth (Q2 2025 +28% y/y) and product distribution expansion (AWS/Azure) are positives, with break-even targeted near ~$12 million revenue; however, continuing losses and cash burn highlight execution risk and financing sensitivity, particularly given prior related-party financing and debt exchanges .