Dion Hinchcliffe
About Dion Hinchcliffe
Independent director of Intrusion Inc. since 2024; age 55. Hinchcliffe is an internationally recognized IT thought leader and enterprise architect, currently Vice President of CIO Practice at The Futurum Group (since 2014) and an executive fellow at SDA Bocconi School of Management; previously VP & Principal Analyst at Constellation Research (2017–2024). His expertise spans enterprise AI, digital workplace, cloud computing, data centers, online communities, and digital business models; he is a frequent keynote speaker and ZDNet commentator .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Research | VP & Principal Analyst | 2017–2024 | Led analysis on enterprise IT, AI, digital transformation |
| The Futurum Group | VP, CIO Practice | Since 2014 | Advises Fortune 500/Global 2000 on emerging digital methods |
| Various Internet startups; enterprise IT | Architect/Consultant | Not disclosed | Strategy and operational advisory across enterprise IT |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SDA Bocconi School of Management | Executive Fellow | Current | Academic fellowship focused on management and technology |
| ZDNet | Industry commentator | Ongoing | Widely followed technology/enterprise analysis |
No other public-company directorships disclosed for Hinchcliffe in the latest proxy .
Board Governance
- Independence: Board determined Hinchcliffe is “independent” under Nasdaq Rule 5605(a)(2) .
- Committee Assignments: Audit Committee member (effective Nov 20, 2024); Compensation Committee member (effective Nov 20, 2024) .
- Audit Committee Activity: Four meetings in FY2024; Audit Committee recommended inclusion of audited financials in the 2024 Form 10-K/A and recommended Whitley Penn LLP as auditor .
- Compensation Committee Activity: Met once in FY2024; administers equity plans and executive/director pay .
- Attendance: In FY2024, each director participated in at least 75% of Board and committee meetings for which they served .
- 2025 Election Outcome: Dion Hinchcliffe received 3,194,792 votes “For” and 149,173 “Withheld”; broker non-votes 7,688,349 .
- Annual Meeting Quorum: 55.45% of eligible votes represented at the Aug 19, 2025 meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $37,500 | Standard cash retainer |
| Committee chair fees | Audit Chair: $18,000; Comp Chair: $12,500; Nominating Chair: $7,500 | Hinchcliffe is not a chair |
| Chairman incremental fee | $40,000 | Not applicable to Hinchcliffe |
| 2024 cash fees (Hinchcliffe) | $18,750 | Reflects partial-year service and committee membership |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-date Fair Value | Vesting | Source |
|---|---|---|---|---|---|
| RSU (Director annual grant) | Aug 27, 2024 | 50,724 | $70,000 | Vests 1-year from grant date (policy) | |
| RSU (Director annual grant) | Aug 19, 2025 | 40,462 | $70,000 | Expected to vest 1-year from grant date per director RSU policy |
Notes:
- Director equity policy: Each non-employee director receives RSUs equal to $70,000 at the Annual Meeting; awards vest on the one-year anniversary .
- No director option awards disclosed in 2024; option columns show “–” for directors .
- No performance metrics tied to director RSU grants disclosed; time-based vesting only .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | None disclosed for Hinchcliffe |
Expertise & Qualifications
- Domains: Enterprise IT, AI in the workplace, digital transformation, employee experience, online communities, cloud, data centers, business/tech convergence .
- Credentials: Bestselling author; frequent keynote speaker; executive fellow (SDA Bocconi); widely followed ZDNet commentator .
Equity Ownership
| Holder | Beneficial Ownership (as of 6/30/2025) | % of Class | Detail |
|---|---|---|---|
| Dion Hinchcliffe | 50,724 shares (RSUs to vest on or before Aug 30, 2025) | <1% | Reflects RSUs; no options/warrants listed for Hinchcliffe |
Recent insider filings:
| Filing Date | Transaction Date | Form | Type | Shares | Price | Post-Transaction Holdings | Citation |
|---|---|---|---|---|---|---|---|
| 2025-08-21 | 2025-08-19 | 4 | Award (RSU) | 40,462 | $1.73 | 91,186 | |
| 2025-04-28 | 2024-08-27 | 4 | Award (RSU) | 50,724 | $1.38 | 50,724 | |
| 2024-09-16 | 2024-08-27 | 3 | Initial Statement | — | — | — |
Policies impacting alignment:
- Stock ownership guidelines: None; executives are “encouraged” to retain shares/options but no formal requirement .
- Hedging/pledging: Company has not adopted policies restricting hedging or offsetting transactions in company stock for directors or employees .
- Attendance at shareholder meetings: All directors attended the 2024 Annual Meeting and 2024 Special Meeting .
Governance Assessment
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Strengths:
- Independent director with dual committee service (Audit and Compensation), enhancing oversight of financial reporting and pay practices .
- Documented engagement: met minimum attendance requirements in 2024; participated in virtual annual meeting governance processes .
- Consistent, transparent director compensation program (cash retainer + annual RSU grant with one-year vest) .
-
Risks and red flags:
- No director/executive stock ownership guidelines; potential weak alignment with long-term shareholder interests .
- No hedging policy restrictions disclosed; ability to hedge could undermine alignment if used (policy gap) .
- Company disclosed a related-party transaction with the CEO (invoice financing note); while not involving Hinchcliffe, it signals governance sensitivity to conflicts overall .
- Limited disclosure of director-specific performance metrics for equity grants; RSUs appear time-based without explicit performance conditions .
-
Shareholder signals:
- 2025 director election support: Hinchcliffe received 3,194,792 “For” vs. 149,173 “Withheld” votes; broker non-votes were 7,688,349, indicating majority support among votes cast .
- 2025 Say-on-Pay: Approved with 3,099,835 “For”, 190,545 “Against”, 53,585 “Abstain”; broker non-votes 7,688,349, reflecting general support for executive pay structure .
Overall, Hinchcliffe enhances board effectiveness through technology/AI expertise and committee participation. The absence of ownership guidelines and hedging restrictions are notable governance gaps that investors should monitor for potential misalignment .