Cycurion, Inc. (CYCU): director Peter R. Ginsberg reason not stated

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On October 20, 2026, the Board of Directors (the “Board”) of Cycurion, Inc. (the “Company”) and Peter R. Ginsberg determined that Mr. Ginsberg no longer satisfies the applicable independence requirements to serve on the Company’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee as a result of Mr. Ginsberg’s role as outside counsel representing Cycurion in certain matters and the resulting payments the Company made during 2026 to the law firm of which Mr. Ginsberg is a partner.
Effective October 20, 2026, Mr. Ginsberg stepped down from the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Mr. Ginsberg will continue to serve as a member of the Company’s Board of Directors.
The Company believes the matter resulted from an administrative oversight relating to the application of the applicable independence requirements. The Board determined that the matter does not affect Mr. Ginsberg’s continued service as a director.
Also on October 20, 2026, upon the recommendation of the Nominating and Corporate Governance Committee, the Board appointed J. Derek Penn to the Board to fill an existing vacancy, effective immediately. Mr. Penn will serve until his successor is duly elected and qualified or until his earlier resignation, death or removal.
Mr. Penn has served since June 2021 as an independent trustee of the Charles Schwab Mutual Fund and ETF Board of Trustees. He is also a director of the Youngstown-Warren Regional Chamber of Commerce and of Provable Recursion BV, a New York City-based fintech company. Mr. Penn previously served as Managing Director and Head of Equity Sales and Trading at BNY Mellon / Pershing Capital Markets, as Senior Vice President and Head of Equity Trading at Fidelity Investments, and as Head of International Equity Trading at Lehman Brothers, and earlier held positions at Merrill Lynch and Morgan Stanley. He also served for two years as an alumni representative on Duke University’s Advisory Committee on Investment Responsibility. Mr. Penn holds an M.B.A. from Duke University’s Fuqua School of Business.
The Board further determined that Mr. Penn qualifies as an independent director under Nasdaq Listing Rule 5605(a)(2), satisfies the requirements for service on the Nominating and Corporate Governance Committee under Nasdaq Listing Rule 5605(e), satisfies the additional independence requirements applicable to Compensation Committee service under Nasdaq Listing Rule 5605(d)(2), and satisfies the independence requirements applicable to Audit Committee service under Nasdaq Listing Rule 5605(c)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
Effective October 20, 2026, the Board appointed Mr. Penn to serve as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee.
The Company is implementing enhanced procedures relating to director independence reviews and related-party transaction monitoring.