Kimberly Pinson
About Kimberly Pinson
Kimberly Pinson is Chief Financial Officer of Intrusion Inc. (INTZ), appointed June 27, 2022. She has 25+ years in finance leadership across software, technology, medical devices, healthcare, and real estate; prior roles include CFO at NetFortis (since 2020) and EndoStim (2016–2020). Pinson holds a BBA from the University of Texas at Dallas and previously held a CPA license; age 59 in the 2024 proxy . Company performance during her tenure improved in 2024 versus 2023: Total Shareholder Return rose to 60.87 from 8.01 and net loss narrowed to $(7,790) from $(13,891), indicating momentum across investor returns and P&L metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| NetFortis | Chief Financial Officer | 2020–2022 | Led finance for communications/software platform |
| EndoStim, Inc. | Chief Financial Officer | 2016–2020 | Scaled finance operations for med-tech growth |
| United Orthopedic Group | Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Quadrem; Xtria; Novo Networks; Centex | Senior finance leadership roles | Not disclosed | Finance, controls, and strategic support across enterprise tech/industrial sectors |
External Roles
No public-company board roles or external directorships disclosed for Pinson .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $135,000 | $236,250 | $270,000 |
| Cash Bonus ($) | $0 (thresholds not met company-wide) | $0 | $0 |
| Option Awards (Grant-date FV, $) | $78,178 | $70,615 | $0 |
The company sets annual executive bonuses off sales and/or earnings with threshold performance required before any payout; 2022–2024 paid no bonuses to current executive officers due to targets not being met .
Performance Compensation
| Incentive | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (Cash) | Sales and/or earnings | Not disclosed | Threshold required (specific targets not disclosed) | Below threshold (2022–2024) | $0 | N/A |
| Stock Options (2023 grant) | Equity value creation (time-vest) | N/A | N/A | Vested 1 year post-grant | Included in option FV $70,615 (2023) | Vests 1-year cliff; grant 3/21/2023, vest 3/21/2024 |
Option grant details:
- On March 21, 2023, Pinson received options to purchase 3,342 shares at a $24.20 strike; vesting date March 21, 2024; expiration March 21, 2033 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (as of 6/30/2025) | 48,086 shares; less than 1% of class |
| Options – exercisable by 8/30/2025 | 4,176 shares (aggregate across grants) |
| Options – outstanding at FY 2024 YE | 834 exercisable, 416 unexercisable at $69.00; 3,342 exercisable at $24.20; 10-year expirations (11/10/2032 and 3/21/2033); options vest in three equal annual installments beginning on the first anniversary of grant |
| Warrants | 23,334 shares (exercisable or becoming exercisable by 8/30/2025) |
| Ownership Guidelines | No formal stock ownership guidelines; executives encouraged to retain stock/options |
| Hedging/Pledging | Company has not adopted a hedging policy; no pledging disclosures found |
| Clawbacks | Equity plan includes clawback provisions (sound governance features) |
Employment Terms
- Employment Agreement: None for Pinson (only the CEO has an employment agreement); executives serve at the Board’s discretion .
- Severance & Change-of-Control: No specific severance disclosed for Pinson. The 2021 Omnibus Incentive Plan permits, at the Compensation Committee’s discretion in a change-in-control, substitution/assumption, accelerated vesting, or cash payment equal to option intrinsic value; no single/double-trigger specifics disclosed .
- Non-Compete/Non-Solicit/Garden Leave: Not disclosed .
- Perquisites & Benefits: 401(k) match up to 1% of salary in 2024; standardized health/life insurance; in 2023, 401(k) match up to $2,700 and life insurance up to $50,000, same plans for executives and all employees .
- Tax Gross-Ups: None (plan feature lists “No tax gross ups”) .
- Section 16 Compliance: Company states timely insider ownership filings during 2024; no delinquent reports noted .
Investment Implications
- Pay-for-performance linkage exists but remains largely untested due to missed sales/earnings thresholds: no annual cash bonuses paid in 2022–2024; compensation skewed to fixed salary plus modest option grants (2012, 2023) .
- Alignment: Beneficial ownership is low (<1%); however, outstanding options (4,176) and warrants (23,334) indicate potential future alignment via equity upside, though absolute scale versus shares outstanding is small .
- Overhang/insider supply: Near-term equity overhang stems from options and warrants becoming exercisable; expiring in 2032–2033 with strikes at $69.00 and $24.20; vest schedules disclosed (time-based) may create periodic exercise windows, but magnitude appears limited .
- Retention/contract risk: Absence of an employment agreement, severance protections, or ownership guidelines may raise retention and alignment questions relative to market norms for CFO roles at public tech firms .
- Governance: Plan prohibits option/SAR repricing without shareholder approval and includes clawbacks; however, lack of a hedging policy is a governance negative that can undermine alignment if executives hedge their exposure .
- Performance backdrop: TSR recovery and reduced net losses in 2024 vs. 2023 support improved execution; continuation of measurable progress on sales/earnings would be necessary to activate cash incentive payouts for NEOs, further aligning pay and performance .