Cycurion, Inc. filed a Form 8-K on October 26, 2026, reporting that director Peter R. Ginsberg stepped down from three board committees after losing independence status, and that J. Derek Penn was simultaneously appointed to the board and to all three of those committees, effective October 20, 2026.

Key Highlights

  • Independence loss: The board and Peter R. Ginsberg determined he no longer satisfied applicable independence requirements for the Audit, Compensation, and Nominating and Corporate Governance Committees because of his role as outside counsel and payments made to his law firm during 2026.
  • Oversight acknowledged: The company disclosed it "believes the matter resulted from an administrative oversight relating to the application of the applicable independence requirements."
  • Ginsberg remains a director: Mr. Ginsberg stepped down from all three committees but will continue to serve as a member of the board of directors.
  • New director appointed: J. Derek Penn was appointed to fill an existing board vacancy, effective October 20, 2026, upon the recommendation of the Nominating and Corporate Governance Committee.
  • Penn's independence confirmed: The board determined Mr. Penn qualifies as independent under Nasdaq Listing Rule 5605(a)(2) and satisfies separate requirements for Audit, Compensation, and Nominating and Corporate Governance Committee service.
  • Penn's background: Mr. Penn has served as an independent trustee of the Charles Schwab Mutual Fund and ETF Board of Trustees since June 2021 and previously held senior roles at BNY Mellon/Pershing Capital Markets, Fidelity Investments, and Lehman Brothers.
  • Enhanced procedures: The company disclosed it "is implementing enhanced procedures relating to director independence reviews and related-party transaction monitoring."

Cycurion Board Restructures Committee Membership After Independence Finding

According to the Form 8-K filed with the SEC, Cycurion, Inc. (NASDAQ:CYCU) disclosed on October 26, 2026 that a review led the board and director Peter R. Ginsberg to conclude he no longer met applicable independence requirements. The filing states that the determination arose from 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." As a result, Mr. Ginsberg stepped down from the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, all effective October 20, 2026. The filing notes that "the Board determined that the matter does not affect Mr. Ginsberg's continued service as a director."

To fill the committee vacancies, the board appointed J. Derek Penn to the board and to all three committees on the same date. According to the filing, Mr. Penn has held an independent trustee role at the Charles Schwab Mutual Fund and ETF Board of Trustees since June 2021. He also serves as a director of the Youngstown-Warren Regional Chamber of Commerce and of Provable Recursion BV, described in the filing as "a New York City-based fintech company." The filing further notes prior senior positions at BNY Mellon/Pershing Capital Markets, Fidelity Investments, and Lehman Brothers, as well as earlier roles at Merrill Lynch and Morgan Stanley. Mr. Penn holds an M.B.A. from Duke University's Fuqua School of Business.

The board determined that Mr. Penn satisfies independence standards under Nasdaq Listing Rules 5605(a)(2), 5605(e), 5605(d)(2), and 5605(c)(2), as well as Rule 10A-3 under the Securities Exchange Act of 1934. The company additionally disclosed that it is implementing enhanced procedures for director independence reviews and related-party transaction monitoring.

What Was Disclosed

The filing reported the removal of Peter R. Ginsberg from three board committees due to a loss of independence, his continued board membership, the appointment of J. Derek Penn to the board and those same three committees, and the company's plan to strengthen its independence review procedures.