T. Joe Head
About T. Joe Head
T. Joe Head is Intrusion Inc.’s Chief Technology Officer, a co‑founder of the company, and served as a director from 1983 to 2022; he holds a B.S. in Electrical Engineering from Texas A&M University and previously worked at Honeywell Optoelectronics (Product Marketing Manager and Marketing Engineer) from 1980–1983 . He has been an officer since 2003 and was age 67 as disclosed in the 2024 proxy . Company pay‑versus‑performance disclosure shows cumulative TSR rising from $8.01 to $60.87 on a $100 basis (2023→2024) and net loss improving from $(13,891) to $(7,790), framing a backdrop of tightening losses and significant stock appreciation in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Intrusion Inc. | Co‑founder; Director | 1983–2022 | Foundational leadership; long tenure guiding technology strategy |
| Intrusion Inc. | Chief Technology Officer | Officer since 2003 | Technical leadership and continuity in product development |
| Honeywell Optoelectronics | Product Marketing Manager; Marketing Engineer | 1980–1983 | Early technical and go‑to‑market experience in optoelectronics |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Biblical Studies Foundation | President | Not disclosed | Holds shares in INTZ through the foundation, indicating indirect ownership interest |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (USD) | $270,000 | $270,000 |
| Cash Bonus (USD) | $0 (no non‑equity incentive paid) | $0 (no non‑equity incentive paid) |
| All Other Compensation (USD) | $1,762 (401(k) match) | $1,662 (401(k) match) |
| Total (USD) | $298,175 | $271,662 |
Notes:
- Company policy emphasizes conservative salaries with more emphasis on incentive compensation; bonuses require threshold sales/earnings, which were not achieved in 2023–2024 for NEOs .
Performance Compensation
Equity Awards and Vesting
| Grant Date | Instrument | Shares | Strike Price | Vesting | Expiration | Grant Date Fair Value |
|---|---|---|---|---|---|---|
| Mar 21, 2023 | Stock Options | 1,250 | $24.20 | Vests Mar 21, 2024 | Mar 21, 2033 | $26,413 (2023 option award value) |
| Prior grant (outstanding FY‑end 2023) | Stock Options | 2,500 (unexercisable at FY‑end) | $36.00 | Not disclosed | Feb 6, 2024 | Not disclosed |
- 2023–2024: The company disclosed no RSU grants to NEOs; equity awards were primarily stock options, and none were granted in 2024 .
Annual Bonus Design and Payouts
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Sales and/or Earnings (threshold plan) | Not disclosed | Threshold not disclosed | Threshold not reached in 2023 | $0 (2023) | N/A |
| Sales and/or Earnings (threshold plan) | Not disclosed | Threshold not disclosed | No non‑equity incentive paid in 2024 | $0 (2024) | N/A |
Equity Ownership & Alignment
| Metric | 2024 (as of Jun 25, 2024) | 2025 (as of Jun 30, 2025) |
|---|---|---|
| Beneficial Ownership (shares) | 22,938 | 47,506 |
| Percent of Class | <1% (“*”) | <1% (“*”) |
| Options/Warrants exercisable by cutoff | 1,250 options exercisable by Aug 25, 2024 | 1,250 options exercisable by Aug 30, 2025 |
| Indirect ownership | 5,000 shares held by Biblical Studies Foundation (Head is President) | 5,005 shares held by Biblical Studies Foundation (Head is President) |
| Stock ownership guidelines | None; executives encouraged to retain shares/options | None; executives encouraged to retain shares/options |
| Pledging/Hedging policy | Prohibited (no pledging, hedging, margin accounts) | Prohibited (no pledging, hedging, margin accounts) |
Alignment assessment:
- The company prohibits pledging and hedging, reducing misalignment and potential forced‑sale risk .
- No formal ownership guidelines exist; adherence is encouraged but not mandated .
Employment Terms
| Term | Status |
|---|---|
| Employment Agreement (Head) | None; only CEO has an executive employment agreement |
| Severance | Not disclosed for Head |
| Change‑of‑Control | Not disclosed for Head |
| Non‑compete / Non‑solicit | Not disclosed for Head |
| Clawback | Not disclosed for Head |
| At‑will status | Executive officers serve at Board’s discretion |
| Insider Trading Controls | Quarterly and special blackout periods; pre‑clearance; 10b5‑1 plan requirements |
Perquisites and retirement:
- No pension program; 401(k) match up to $2,700; standard health and life insurance provided to all employees (including executives) .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Value of Initial $100 Investment (TSR) | $8.01 | $60.87 |
| Net Income (Loss) (USD ‘000s) | $(13,891) | $(7,790) |
- Company disclosed TSR increased 660.3% over the two‑year period ended Dec 31, 2024, while net loss improved 43.9% (2023→2024) .
Compensation Committee & Governance Touchpoints
- Compensation Committee stated alignment intent via Amended 2021 Omnibus Incentive Plan and ESPP; members included James F. Gero (Chair) and Anthony J. LeVecchio .
- Say‑on‑Pay proposal was presented in 2025; next Say‑on‑Pay expected at the 2028 annual meeting .
Compensation Structure Analysis
- Mix shift: For Head, 2024 pay was almost entirely fixed salary with no equity grant and no annual bonus; 2023 included a modest option grant ($26,413 grant‑date fair value), signaling lower at‑risk pay recently .
- Incentive rigor: Bonus payouts are formulaic and require threshold sales/earnings; the absence of payouts in 2023–2024 indicates no discretionary override despite missed targets .
- Equity program design: Options are granted outside blackout windows, with exercise prices set at market closing price; no RSUs granted to NEOs in 2023–2024, maintaining higher performance sensitivity versus time‑based RSUs .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (positive alignment signal) .
- No disclosed employment agreement, severance, or change‑of‑control protections for Head, implying potentially lower guaranteed exit economics (but also less shareholder‑unfriendly risk); details are not disclosed .
- Company emphasizes pre‑clearance and blackout policies, mitigating opportunistic trading risk .
Investment Implications
- Alignment: Head’s co‑founder status and continuing technical leadership, combined with prohibitions on hedging/pledging, support alignment; however, the absence of ownership guidelines and lower at‑risk pay in 2024 may dampen direct pay‑for‑performance sensitivity .
- Retention risk: Company cites dependence on key personnel, including Head; with limited disclosed severance/CIC protections for Head, retention hinges on intrinsic commitment and equity upside rather than contractual economics .
- Trading pressure: Insider controls and blackout periods, plus 10b5‑1 requirements, reduce near‑term insider selling pressure; no pledging allowed, which lowers forced‑sale risk .
- Execution: The strong 2024 TSR and improving losses suggest progress; continued option‑based incentives (vs. RSUs) maintain performance leverage if grants resume, but 2024’s lack of equity grants for NEOs indicates conservative use of equity amid company circumstances .