Gregory K. Wilson
About Gregory K. Wilson
Independent director at Intrusion Inc. since May 2021; age 52. Wilson is Chair of the Nominating and Corporate Governance Committee and a member of the Audit Committee, classified independent under Nasdaq Rule 5605(a)(2). He is currently the Chief Information Security Officer at Docupace (since 2019) with prior CISO and information security leadership roles at Pioneer Natural Resources and 1st Global; he holds a master’s in economics (University of Oklahoma) and a bachelor’s in public administration (University of Nebraska at Omaha), and maintains CISSP, CISM, CGEIT, CDPSE, PSM, PMP, plus Series 7/24/66 registrations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Docupace | Chief Information Security Officer | Since 2019 | Leads SEC/FINRA-compliant security programs; digital onboarding/document workflows |
| Pioneer Natural Resources | Chief Information Security Officer | 2018–2020 | Built information security, risk, compliance, privacy program and incident/vendor/security governance |
| 1st Global | Head of Information Security | 2014–2018 | IT risk, audit, business continuity/disaster recovery, compliance management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pentegra Retirement Services | Director | Current | Retirement plan fiduciary outsourcing provider |
| Menlo Ventures; YL; Vation Ventures | Advisor | Current | Advisory roles in venture ecosystems |
| Dallas Innovation Advisory Council; various boards | Advisor/Board member | Current | Professional and community boards |
Board Governance
- Independence: Board determined Wilson is independent; INTZ has four independent directors (LeVecchio, McCallum, Wilson, Hinchcliffe) .
- Committee assignments: Chair, Nominating and Governance; Member, Audit. Audit Committee met 4 times in FY 2024; Nominating and Governance met once in FY 2024 .
- Attendance: In FY 2024, each director attended at least 75% of Board and committee meetings; in FY 2023, each director attended at least 95% .
- Shareholder meeting attendance: All directors attended the 2024 Annual Meeting and 2024 Special Meeting .
- Risk oversight: Audit Committee oversees enterprise risk management; Disclosure Committee operates under Audit oversight; Wilson is listed as an Audit Committee member in FY 2024 .
Fixed Compensation
Policy framework for non-employee directors:
- Annual cash retainer: $37,500 .
- Committee chair fees: Audit $18,000; Compensation $12,500; Nominating & Governance $7,500; Chair of the Board $40,000 .
Wilson’s actual cash compensation:
| Year | Fees Earned (Cash) | Notes |
|---|---|---|
| 2023 | $33,750 | Board practiced partial fee exchange for options in 2023 |
| 2024 | $45,000 | Base retainer plus Nominating Chair fee |
Performance Compensation
Equity awards to non-employee directors:
- Annual RSUs at Annual Meeting equal to $70,000, vesting one year from grant .
Wilson’s equity awards:
| Year | Instrument | Grant Date | Units/Shares | Grant Fair Value | Vesting |
|---|---|---|---|---|---|
| 2023 | RSUs | Aug 2023 | Not disclosed (pool practice: $70k RSUs) | $70,000 | 1-year cliff |
| 2023 | Stock Options | 2023 | Not disclosed | $14,002 | Per plan; specific strike/expiry not disclosed |
| 2024 | RSUs | Aug 27, 2024 | 50,724 | $70,000 at $1.38/share | Fully vest on first anniversary |
Pay mix and shifts (signal):
- 2023 included options ($14,002) as board exchanged part of fees for options; 2024 moved to RSUs only ($70,000) with higher cash ($45,000), indicating shift away from options risk to time-based equity .
Other Directorships & Interlocks
| Company/Body | Type | Role | Potential Interlocks |
|---|---|---|---|
| Pentegra Retirement Services | Private/retirement | Director | None disclosed with INTZ customers/suppliers |
| Menlo Ventures; YL; Vation Ventures | Venture/advisory | Advisor | Advisory only; no related-party transactions disclosed |
Expertise & Qualifications
- Technical domains: Information Security strategy; risk governance; enterprise risk management; regulatory compliance (SOX, PCI, HIPAA, GLBA, GDPR); incident response; M&A; operations .
- Education/certifications: Master’s in Economics (University of Oklahoma); BA in Public Administration (University of Nebraska at Omaha); NACD Director Professionalism; Qualified Technology Expert (Digital Director Network); CISSP, CISM, CGEIT, CDPSE, PSM, PMP; Series 7/24/66 .
Equity Ownership
Beneficial ownership and alignment:
| Date (Record) | Total Beneficial Ownership | % of Class | Components |
|---|---|---|---|
| Jun 25, 2024 | 9,128 shares | <1% | Includes 645 options and 2,813 warrants exercisable by Aug 25, 2024 |
| Jun 30, 2025 | 59,852 shares | <1% | Includes 645 options; 2,813 warrants; 50,724 RSUs vesting by Aug 30, 2025 |
Ownership guidelines and hedging:
- INTZ states it has not adopted practices or policies restricting employees/directors from hedging or offsetting declines in company stock value (no anti-hedging policy) .
- Company-wide stock ownership guidelines are not in place; executives encouraged to retain shares, but no formal guideline disclosed (no director-specific guideline disclosed) .
Governance Assessment
Strengths
- Independent director; chairs Nominating & Governance and serves on Audit—credible oversight roles tied to board composition and financial reporting .
- Documented high attendance: ≥95% in 2023; ≥75% in 2024; attends shareholder meetings—signals engagement .
- Cybersecurity/risk expertise strengthens board risk oversight and disclosure quality .
- No related-party transactions involving Wilson disclosed—low conflict exposure during the review period .
Risks and red flags
- No anti-hedging policy; directors not barred from hedging, potentially weakening alignment with common shareholders (RED FLAG) .
- No formal stock ownership guidelines disclosed; Wilson’s ownership remains <1%—limited “skin-in-the-game” (RED FLAG) .
- Equity compensation uses time-based RSUs, not performance-linked metrics; options usage reduced—less direct pay-for-performance linkage for directors .
Compensation structure signals
- 2023 included options via fee exchange; 2024 returned to RSUs-only with higher cash retainer (chair fee). Mix suggests preference for simpler, time-based equity and predictable cash, rather than performance-conditioned awards .
Shareholder sentiment
- Say-on-pay garnered ~98% support in 2022, indicating broad investor approval of compensation programs at that time (context for governance culture) .
Executive sessions/lead independent director
- Not disclosed for Wilson; lead independent director role not indicated in the proxy .
Overall view
- Wilson is a technically strong, independent director with clear committee leadership and solid attendance, which supports board effectiveness; however, the absence of anti-hedging and ownership guidelines and low personal stake dilute alignment signals—areas investors may push to strengthen .