Katrinka B. McCallum
About Katrinka B. McCallum
Independent director since February 2021; age 57 as of the 2025 proxy slate. Audit Committee Chair and member of the Nominating & Corporate Governance Committee; also serves on INTZ’s Disclosure Committee alongside the CEO and CFO. Former Red Hat VP (Investor Relations, then multiple Product & Technologies roles, culminating as VP of Customer & Product Experience) and ex-Deloitte auditor; NACD Directorship Certified, Audit Committee “financial expert,” MBA (Duke), BA Economics (Wellesley), Certificate in Accounting (Northeastern), and inactive CPA. Current external board: ACI Worldwide; prior public board: Rimini Street (Feb 2021–Aug 2024), with earlier roles at Micromuse and Round Pond (Red Hat subsidiary).
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Red Hat, Inc. | VP Investor Relations; various VP roles in Products & Technologies; VP Customer & Product Experience | 2007–2020 | Led business units and cross-functional teams; executed strategy-to-operations alignment post-IBM acquisition |
| Deloitte | Auditor (earned CPA; now inactive) | Not disclosed | Foundation in accounting/audit; supports audit committee leadership |
| Micromuse, Inc. (Nasdaq) | Director (prior) | Not disclosed | Board oversight; technology sector exposure |
| Round Pond (Red Hat subsidiary board) | Director (prior) | Not disclosed | Subsidiary governance |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| ACI Worldwide, Inc. (Nasdaq: ACIW) | Director | Current | Not disclosed in INTZ proxy |
| Rimini Street, Inc. (Nasdaq: RMNI) | Director; Audit Committee member | Feb 2021–Aug 2024 | Audit Committee service; enterprise software governance |
| NC Board of Science, Technology & Innovation | Member; Co-Chair, Data Economy Committee | Prior; retired | Policy/innovation oversight |
| NC Technology Association | Executive Committee (member) | Prior | Industry engagement |
Board Governance
- Independence: INTZ Board designates McCallum as independent per Nasdaq Rule 5605(a)(2); she is the Audit Committee Chair and a Nominating & Governance Committee member.
- Audit Committee Financial Expert: Board determined McCallum meets SEC “financial expert” and Nasdaq financial sophistication criteria.
- Committees (2024 fiscal year): Audit (Chair), Nominating & Governance (member). Disclosure Committee includes McCallum with CEO and CFO, reviewing press releases and earnings/financial disclosures before Audit Committee approval.
- Meetings & Attendance: In 2024, the Board or its committees met four times; each director participated in at least 75% of Board and committee meetings. In 2023, the Board/committees met 31 times; each director participated in at least 95%. Audit Committee met four times in 2024 and 2023.
- Risk Oversight: Audit Committee coordinates enterprise risk management and may delegate to subcommittees; Disclosure Committee pre-reviews external disclosures; Code of Business Conduct and Ethics adopted.
Fixed Compensation
| Component | Policy/Amount | 2024 Actual for McCallum | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee directors) | $37,500 | $55,500 | Includes committee chair fee; no meeting fees disclosed; reasonable expense reimbursement. |
| Audit Committee Chair fee | $18,000 | Included in cash | Chair premium added to retainer. |
| Chairman premium (if applicable to role) | $40,000 | N/A for McCallum | Applied to Board Chair, not McCallum. |
| Compensation Chair fee | $12,500 | N/A | Not applicable to McCallum. |
| Nominating & Governance Chair fee | $7,500 | N/A | Chair is Gregory Wilson. |
- 2023 cash fees: $41,625 for McCallum.
Performance Compensation
| Award Type | Grant Date | Shares / Grant Value | Vesting | 2024 Actual | 2023 Actual |
|---|---|---|---|---|---|
| Annual RSU grant | Aug 27, 2024 | 50,724 RSUs; $70,000 grant-date value at $1.38/share | Full vest on first anniversary of grant date | $70,000 (grant-date fair value) | $70,000 (policy; annual RSU grants since 2021) |
| Stock options | Various (Board exchange in 2023) | Not disclosed per grant; equity exchange in 2023 | Standard option vesting per plan | $0 | $17,268 (grant-date fair value) |
| Performance metrics on director equity | N/A | N/A | Time-based vesting only (no performance metrics disclosed) | — | — |
Notes:
- INTZ director equity policy: each non-employee director receives RSUs equal to $70,000 at the Annual Meeting; awards cliff-vest after one year.
- In 2023, Board voluntarily exchanged a portion of annual fees for stock options (shift away from options in 2024).
Other Directorships & Interlocks
| Company | Relationship to INTZ | Shared Directors/Interlocks | Potential Conflict Notes |
|---|---|---|---|
| ACI Worldwide (ACIW) | Unrelated payments software | McCallum (Director) | No INTZ-disclosed transactions or relationships. |
| Rimini Street (RMNI) | Unrelated enterprise support | McCallum (Director; Audit Committee) | Tenure ended Aug 2024; no INTZ-disclosed transactions. |
| Micromuse (Nasdaq) | Prior tech board | McCallum (prior Director) | Not disclosed as related party. |
| Round Pond (Red Hat subsidiary) | Prior subsidiary board | McCallum (prior Director) | Not disclosed as related party. |
- INTZ related-party transactions in 2023–2024 involved CEO financing and a director loan (Gero); none disclosed involving McCallum.
Expertise & Qualifications
- NACD Directorship Certified; designated Audit Committee “financial expert”; inactive CPA; deep experience across IR, product, technology, operations, and risk oversight.
- Education: MBA (Duke – Fuqua), BA Economics (Wellesley), Certificate in Accounting (Northeastern).
- Sector expertise: >20 years in enterprise software; governance roles across public/private/non-profit boards.
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Percent of Class | Breakdown and Status |
|---|---|---|---|
| June 30, 2025 | 64,533 | <1% | Includes 795 options exercisable by or before Aug 30, 2025; 5,834 warrants exercisable by or before Aug 30, 2025; and 50,724 RSUs vesting by or before Aug 30, 2025 (Aug 27, 2025 one-year cliff). |
| June 25, 2024 | 13,809 | <1% | Includes 795 options and 5,834 warrants exercisable by or before Aug 25, 2024. |
- Anti-hedging policy: Company has not adopted any practices/policies restricting employees/directors from entering hedging transactions (e.g., collars, swaps). Absence of prohibition may weaken alignment.
Governance Assessment
- Board effectiveness: McCallum chairs Audit, is designated SEC “financial expert,” and participates on Nominating & Governance and the Disclosure Committee, indicating strong oversight of financial reporting and external disclosure quality. Audit Committee held four meetings; Board/committee attendance met or exceeded minimum thresholds in 2024 and 2023.
- Independence and engagement: Independent per Nasdaq 5605(a)(2); consistent committee service and multi-year tenure since 2021 support continuity in financial oversight and governance.
- Compensation alignment: Director pay is a cash retainer plus chair fee and annual time-based RSUs ($70k). 2024 showed no option awards versus 2023 option grants, shifting mix toward RSUs and cash; RSUs are time-based with no disclosed performance metrics, reducing direct pay-for-performance linkage.
- Ownership “skin-in-the-game”: Beneficial ownership <1%; current RSU grant of 50,724 scheduled to vest Aug 2025 adds alignment but low percentage ownership overall. No pledging disclosed; however, company lacks an anti-hedging policy, a potential governance weakness.
- Conflicts/related party exposure: No related-party transactions disclosed involving McCallum in 2023–2024; CEO and another director had financing arrangements with the company, but not McCallum.
Red Flags
- No anti-hedging policy for directors/employees; absence of restrictions can misalign incentives.
- RSU awards are time-based without performance metrics; limited pay-for-performance linkage for directors.
Compensation Structure Signals
- Year-over-year shift from options (2023) to RSU-only grants (2024) suggests movement toward lower-risk, retention-oriented equity for directors.
Attendance/Engagement
- 2024: each director participated ≥75% of Board and committee meetings; 2023: ≥95% participation; Audit Committee met four times each year, indicating consistent engagement.