{"url_path":"/sec/cycu/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-08","source_url":"https://www.sec.gov/Archives/edgar/data/1868419/0001493152-26-027756-index.html","accession_number":"0001493152-26-027756","cik":"0001868419","ticker":"CYCU","issuer_name":"Cycurion, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1868419/0001493152-26-027756-index.html","primary_entity_key":"0001868419","primary_entity_name":"Cycurion, Inc."},"word_count":3246,"has_tables":true,"body_markdown":"** **\n\n**ITEM\n10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE**\n\n** **\n\n**Directors\nand Executive Officers**\n\n \n\nThe\nfollowing table provides information regarding Cycurion’s directors and executive officers as of June 8, 2026:\n\n \n\n**Name**\n \n**Age**\n \n**Position**\n\nL.\nKevin Kelly\n \n61\n \nChief\nExecutive Officer and Chairman of the Board of Directors\n\nAna\nL. Garcia (4)\n \n58\n \nChief\nFinancial Officer\n\nEmmit\nMcHenry\n \n83\n \nDirector\n\nPeter\nGinsberg (1)(2)(3)\n \n71\n \nDirector\n\nReginald\nS. Bailey, Sr. (1)(2)(3)\n \n51\n \nDirector\n\nKevin\nE. O’Brien (1)(2)(3)\n \n60\n \nDirector\n\n \n\n \n\n(1)Member\nof the Audit Committee.\n\n(2)Member\nof the Compensation Committee.\n\n(3)Member\nof the Nominating and Corporate Governance Committee.\n\n(4)Ms.\nAna L. Garcia was appointed as Chief Financial Officer, effective June 1, 2026. Mr. Alvin\nMcCoy III resigned as Chief Financial Officer, effective May 31, 2026.\n\n \n\nBiographical\ninformation concerning the directors listed above is set forth below.\n\n \n\n**L.\nKevin Kelly, Chief Executive Officer and Chairman of the Board of Directors**\n\n \n\nL.\nKevin Kelly has served as Cycurion’s Chief Executive Officer since January 25, 2023 and Chairman of the board of directors since\nFebruary 14, 2025. From March 2015, he was the Chief Executive of Halo Privacy, a Chicago, Illinois-based cyber security organization\nthat focuses on digital security solutions for high-profile individuals and Fortune 500 companies. In 2014 and 2015, he was the Chief\nExecutive Officer and President for the North American operations of Asia Pulp & Paper, an Asian-based pulp and paper entity that\nranks as one of the largest in the world. Mr. Kelly’s career also included 16 years with Heidrick & Struggles International\nIncorporated, a world-wide premier executive search firm; during the last six years of his tenure ending in 2013, he served as its Chief\nExecutive Officer. From January 2016 to April 2017, Mr. Kelly was based in the Greater Chicago Area, as an executive advisor to the BTS\nGroup AB, a Swedish-headquartered global professional services firm. Mr. Kelly earned his Bachelor of Science from George Mason University\nand his Master of Business Administration from Duke University - The Fuqua School of Business.\n\n \n\n**Ana\nL. Garcia, Chief Financial Officer and Principal Accounting Officer**\n\n \n\nAna\nL. Garcia has served as our Chief Financial Officer since June 1, 2026. Ms. Garcia has more than 20 years of senior finance leadership\nexperience across public and private technology companies, including businesses in financial services, tech-enabled services and subscription\nsoftware. From October 2018 to March 2026, Ms. Garcia held roles of increasing responsibility at KLDiscovery, a global provider of electronic\ndiscovery, information governance, and data recovery services, most recently serving as Vice President of Finance from 2021 to 2026 and\nas Interim Chief Financial Officer from May 2025 to August 2025. Prior to joining KLDiscovery, Ms. Garcia served in senior finance roles\nat Edelman Financial Services (now Edelman Financial Engines) from September 2014 to October 2018, MicroStrategy (now Strategy Inc.)\nfrom September 2007 to August 2014, and Spacenet, Inc. (now SageNet) from July 2005 to September 2007. Earlier in her career, she held\nfinance roles at Savvis (now Lumen Technologies). Across these positions, she built high-performing FP&A teams, led board-level reporting,\nand supported M&A execution and post-merger integration. She holds a Master of Business Administration in Finance and a Bachelor\nof Science in Marketing, with Distinction, both from George Mason University, and is a Certified Financial Planner.\n\n \n\n3\n\n \n\n \n\n**Emmit\nMcHenry, Director**\n\n \n\nEmmit\nMcHenry has served as one of Cycurion’s directors since October 4, 2017, and also served as our Chief Executive Officer until January\n25, 2023 and Chairman of the board of directors until February 14, 2025. Prior to joining the Company, Mr. McHenry was a founding Principal\nof Archura, LLC, in 2006, and held the positions of Chairman and Chief Executive Officer. Earlier in his career, Mr. McHenry founded\nand developed several other companies us, including NetCom Solutions International, Inc. and Network Solutions, Inc, the internet domain\nservice provider. In addition, he has held management positions with International Business Machines (IBM), Connecticut General Life\nInsurance Company (now, CIGNA), Union Mutual, and Allstate Insurance Company, where he served in several positions, including Regional\nVice President for the five northwestern states (Idaho, Oregon, Washington, Alaska, and Hawaii).\n\n \n\nMr.\nMcHenry has held positions on the executive Committee for the Council on Competitiveness and the board of directors for James Martin\nGovernment Intelligence and Global Technology. Mr. McHenry obtained a Bachelor of Arts in Communications from the University of Denver\nand a Master of Arts in Communications from Northwestern University. Mr. McHenry also received an Honorary Doctor of Philosophy from\nShaw University. Mr. McHenry is a Service-Disabled Veteran, having served in the United States Marine Corps. We believe that Mr. McHenry\nis qualified to serve on our board of directors because of his significant experience in corporate leadership and extensive knowledge\nof information security.\n\n \n\n**Peter\nR. Ginsberg, Director**\n\n \n\nPeter\nR. Ginsberg has served as one of our independent directors since November 30, 2023. He is a practicing attorney with a wide range of\nexperience and successfully represented Cycurion in one of its matters in 2020. In February of 2023, he co-founded Moskowitz Colson Ginsberg\n& Schulman, LLP, of which he is a partner in the firm. Previously, he was a partner with Moskowitz & Book, LLP from July of 2021\nuntil the co-founding of his current firm. He was a partner of Michelman & Robinson, LLP from December 2020 through July 2021. Prior\nto that, from September 2018 through December 2020, he was a partner at Robinson Brog Leinwand Greene Genovese & Gluck, P.C. and\nthen moved with a number of its attorneys to Sullivan & Worcester LLP (US). Earlier in his career, Mr. Ginsberg was an Assistant\nU.S. Attorney in the Eastern District of New York,\n\n \n\nMr.\nGinsberg received his B.A. in history from the University of Pennsylvania in 1976, his MS in international relations from the London\nSchool of Economics in 1977; and his J.D. from Columbia Law School of Law in 1980. We believe that Mr. Ginsberg is qualified to serve\non our board of directors because of his long history with Cycurion and the ability to provide broad-based legal advice to the board\nof directors.\n\n \n\n**Reginald\nS. Bailey, Sr., Director**\n\n \n\nReginald\nS. Bailey has served as one of our independent directors since February 14, 2025. He is a co-founder of, and from 2019 to present, is\nthe Chief Operating Officer of Cysurance LLC, a Washington, D.C. and New York-based provider of a fully integrated cyber incident program.\nIn 2017, Mr. Bailey co-founded, and thereafter has been, and remains, the managing principal of BoxTop Growth Partners LLC, a Washington,\nD.C. and New York-based boutique advisory firm. From 2012 to 2013, he served as Chief Operating Officer of Hofmann Brands and then from\n2014 to 2017, he served as the Chief Executive Officer and a Board Member of Hofmann Brands, a Syracuse New York-based portfolio investment\ncompany to Hofmann Sausage Company LLC, Hofmann Hots, LLC, and The Handwich®. From 2008 to 2012, Mr. Bailey served as the Managing\nPartner of Phoenix International Management Group, LLC, a Washington DC-based privately owned consulting practice that specialized in\nglobal network infrastructure and business operations solutions. From 2000 to 2008 he served as the Managing Partner, President, and\nChief Operating Officer of Worldwide Network Services, LLC, a Washington, D.C.-based SBA-certified defense contractor that he co-founded\nand which specialized in the engineering, design, installation, and maintenance of private networks within hazardous, remote, or geographically\nchallenged environments worldwide.\n\n \n\nMr.\nBailey earned a Bachelor of Science in Business Management from North Carolina Agricultural & Technical State University in 1995.\nWe believe that Mr. Bailey is qualified to serve on our board of directors because of his broad experience in the cyber industry and\nhis investment company advisory services.\n\n \n\n4\n\n \n\n \n\n**Kevin\nE. O’Brien, Director**\n\n \n\nKevin\nE. O’Brien has served as one of our independent directors since February 14, 2025. In 2000, he founded and, through its acquisition\nby Revere Data, LLC in 2002, served as the Chief Executive Officer of Gradience, Inc., a San Francisco, California-based provider of\ncloud-based services and software for on-demand marketing and financial services applications. From that acquisition in 2002 through\n2013, Mr. O’Brien served as the President and Chief Executive Officer of and a Director of Revere Data, LLC, a San Francisco, California-based\nprovider of specialty data, analytics, and index services to Fortune 500 and defense customers. Revere Data was acquired by FactSet Research\nSystems, Inc. (NYSE: FDS) in 2013, where, for the succeeding three years, he served as its Regional Director for the Americas. FactSet\nis a San Francisco, New York, and London-based provider of enterprise class software, analytics, and services to 126,000 in 24 countries.\nFrom 2016 to the 2024, he has been employed by Orbital Insight, Inc., a Palo Alto, California- based geospacial software and analytics\nCompany that merges artificial intelligence and innovations to solve the world’s biggest business, national security, and societal\nproblems as scale. During the first four years of his employment, he served as Orbital Insight’s Chief Operating Officer and, thereafter,\nfrom 2020 to 2024 as its Chief Executive Officer. From February 2024 to present, he serves as President at Chainalysis Government Solutions.\n\n \n\nMr.\nO’Brien received his B.B.A. in Management Information Systems from James Madison University in 1987 and his MBA from EDHEC Business\nSchool (Paris, France) in innovation, strategy, and information technology in 1994. We believe that Mr. O’Brien is qualified to\nserve on our board of directors because of his broad experience in the technology industry.\n\n** **\n\n**Stockholder\nCommunications with Directors**\n\n \n\nStockholders\nwho wish to communicate with the Board of Directors or any individual director may submit such communications in writing addressed to\nthe Board of Directors or the applicable director, c/o the Chief Executive Officer, 1640 Boro Place, Suite 420C, McLean, Virginia 22102.\nAll such communications must identify the sender as a stockholder of the Company. The Chief Executive Officer may require reasonable\nevidence of stock ownership prior to transmitting the communication to the Board of Directors or the relevant director.\n\n** **\n\n**Board\nand Committee Meetings and Attendance**\n\n \n\nOur\nBoard of Directors and its committees meet regularly throughout the year and also hold special meetings and act by written consent from\ntime to time. During 2025: (i) our Board of Directors met four times; (ii) our Audit Committee jointly with our Board of Directors\nmet three times; (iii) our Compensation Committee met zero times separately and three times jointly with the Board of Directors\nand the Audit Committee; and (iv) our Nominating and Corporate Governance Committee met three times and jointly with our Audit Committee\nzero times.\n\n \n\nDuring\nthe fiscal year ended December 31, 2025, each director attended at least 75% of the aggregate of (i) the total number of meetings of\nthe Board of Directors and (ii) the total number of meetings of all committees of the Board on which such director served during the\nperiod in which he or she served\n\n \n\n**Significant\nEmployees**\n\n \n\nWe\ndo not employ any non-officers who are expected to make a significant contribution to our business.\n\n \n\n**Family\nRelationships**\n\n \n\nThere\nare no family relationships among our directors and executive officers.\n\n \n\n**Director\nand Officer Hedging**\n\n \n\nWe\nhave not adopted any practice or policy regarding the ability of our employees (including officers) or directors, or any of their designees,\nto purchase financial instruments (including prepaid variable forward contracts, equity swaps, collars, and exchange funds), or otherwise\nengage in transactions, that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities.\nAs such, our employees, officer, directors or their designees are generally permitted to engage in these transactions.\n\n \n\n5\n\n \n\n \n\n**Director\nand Officer Liability and Indemnification**\n\n \n\nWe\nhave purchased directors’ and officers’ liability insurance and have entered into indemnification agreements with each of\ndirectors and executive officers. The indemnification agreements and our Charter and our Second Amended and Restated Bylaws (the “Bylaws”)\nrequire us to indemnify our directors and officers to the fullest extent permitted by Delaware law.\n\n \n\n**Committees\nof the Board of Directors**\n\n \n\nThe\nboard of directors has formed the committees described below. Each of the committees operates pursuant to a written charter adopted by\nthe committee or our board of directors. Each charter sets forth the committee’s specific functions and responsibilities. The board\nof directors may from time to time establish other committees. Each committee charter is available on our website at https://investors.cycurion.com/governance#committees.\nNone of the information contained on our website is incorporated into or forms a part of this Amendment.\n\n \n\n**Audit\nCommittee**\n\n \n\nThe\nAudit Committee assists the board of directors with its oversight of the integrity of the financial statements; the compliance with legal\nand regulatory requirements; the qualifications, independence and performance of the independent registered public accounting firm; the\ndesign and implementation of the financial risk assessment and risk management. Among other things, the Audit Committee is responsible\nfor reviewing and discussing with management the adequacy and effectiveness of disclosure controls and procedures. The Audit Committee\nalso discusses with management and independent registered public accounting firm the annual audit plan and scope of audit activities,\nscope, and timing of the annual audit of the financial statements, and the results of the audit, quarterly reviews of the financial statements\nand, as appropriate, initiates inquiries into certain aspects of the financial affairs.\n\n \n\nThe\nAudit Committee is responsible for establishing and overseeing procedures for the receipt, retention, and treatment of any complaints\nregarding accounting, internal accounting controls or auditing matters, as well as for the confidential and anonymous submissions by\nemployees of concerns regarding questionable accounting or auditing matters. In addition, the Audit Committee has direct responsibility\nfor the appointment (subject to stockholder approval, if deemed advisable by the board of directors), compensation, retention, and oversight\nof the work of the independent registered public accounting firm. The Audit Committee has sole authority to approve the hiring and discharging\nof the independent registered public accounting firm (subject to stockholder approval, if deemed advisable by the board of directors),\nall audit engagement terms and fees and all permissible non-audit engagements with the independent auditor. The Audit Committee reviews\nand oversees all related party transactions in accordance with policies and procedures.\n\n \n\nThe\nAudit Committee is comprised of three members: Messrs. Ginsberg, Bailey, Sr., and O’Brien. Each member of the Audit Committee meets\nthe requirements for independence under the current Nasdaq and SEC rules and regulations and each member is financially literate. In\naddition, the board of directors has determined that Mr. O’Brien, who is the chairman of the Audit Committee, is an “audit\ncommittee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K promulgated under the Securities Act of 1933, as\namended (the “Securities Act”). Please see a description of Mr. O’Brien’s biography in this section under the\nheading “Members of Our Board of Directors”.\n\n \n\n**Compensation\nCommittee**\n\n \n\nThe\nCompensation Committee assists the board of directors with its oversight of the forms and amount of compensation for executive officers\n(including officers reporting under Section 16 of the Exchange Act), the administration of equity and non-equity incentive plans for\nemployees and other service providers and certain other matters related to compensation programs. The Compensation Committee, among other\nresponsibilities, evaluates the performance of our Chief Executive Officer and, in consultation with the Chief Executive Officer, evaluates\nthe performance of other executive officers (including officers reporting under Section 16 of the Exchange Act). The Chief Executive\nOfficer may not be present during any portion of a Compensation Committee meeting in which deliberation or any vote regarding their compensation\noccurs. The Compensation Committee may form subcommittees for any purpose that the Compensation Committee deems appropriate and may delegate\nto such subcommittees such power and authority as the Compensation Committee deems appropriate; provided, however, that no subcommittee\nshall consist of fewer than two members; and provided, further, that the Compensation Committee shall not delegate to a subcommittee\nany power or authority required by any law, regulation, or listing standard to be exercised by the Compensation Committee as a whole.\n\n \n\n6\n\n \n\n \n\nThe\nCompensation Committee is comprised of three members: Messrs. Ginsberg, Bailey, Sr., and O’Brien. Mr. Ginsberg is the chairman\nof the Compensation Committee. The composition of the Compensation Committee meets the requirements for independence under the current\nNasdaq and SEC rules and regulations. Each member of the Compensation Committee is a “non-employee” director within the meaning\nof Rule 16b-3 promulgated under the Exchange Act.\n\n \n\nThe\nCompensation Committee did not engage a compensation consultant for the 2025 fiscal year.\n\n \n\n**Nominating\nand Corporate Governance Committee**\n\n \n\nThe\nNominating and Corporate Governance Committee assists the board of directors with its oversight of and identification of individuals\nqualified to become members of the board of directors, consistent with criteria approved by the board of directors, and selects, or recommends\nthat the board of directors selects, director nominees; develops and recommends to the board of directors a set of corporate governance\nguidelines; oversees the evaluation of the board of directors; and reviews and recommends to the board of directors improvements to the\nCorporate Governance Guidelines and our overall corporate governance on a periodic basis.\n\n \n\nOur\nNominating and Corporate Governance Committee’s responsibilities include identifying and screening director candidates (including\nincumbent directors for potential re-nomination and candidates recommended by stockholders in accordance with the Company’s policies\nas set forth in its proxy statement) consistent with criteria approved by the board of directors, and recommending to the board of directors\ncandidates for nomination for election or re-election by the stockholders and any Board vacancies that are to be filled by the Board\nsubject to any rights regarding the selection of directors by holders of preferred stock and any other contractual or other commitments\nof the Company.\n\n \n\nThe\nNominating and Corporate Governance Committee is comprised of three members: Messrs. Ginsberg, Bailey, Sr., and O’Brien. Mr. O’Brien\nis the chairman of the Nominating and Corporate Governance Committee. The composition of the Nominating and Corporate Governance Committee\nmeets the requirements for independence under the current Nasdaq and SEC rules and regulations.\n\n** **\n\n**Code\nof Ethics**\n\n \n\nWe\nhave adopted a Code of Ethics, and we rely on our board of directors to review related party transactions on an ongoing basis to prevent\nconflicts of interest. Our board of directors reviews a transaction in light of the affiliations of the director, officer or employee\nand the affiliations of such person’s immediate family. Transactions are presented to the board of directors for approval before\nthey are entered into or, if this is not possible, for ratification after the transaction has occurred. If the board of directors finds\nthat a conflict of interest exists, then it will determine the appropriate remedial action, if any. The board of directors approves or\nratifies a transaction if it determines that the transaction is consistent with our best interests.\n\n \n\n**Insider\nTrading Policy**\n\n \n\nWe\nhave adopted an insider trading policy governing the purchase, sale and other dispositions of our securities by directors, officers and\nemployees, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations.\n\n \n\n**Delinquent\nSection 16(a) Reports**\n\n \n\nSection\n16(a) of the Exchange Act requires our directors, executive officers and any persons who own more than 10% of our Common Stock to file\ninitial reports of ownership and reports of changes in ownership with the SEC. All directors and officers of the Company were delinquent\nin making their initial Section 16 filings, but as of the date of this Amendment, all directors and officers have made their required\nfilings. For a description of each director and/or officer’s holdings in the Company’s shares of common stock, please see\nthe section “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”\n\n \n\n7"}