Investor Relations

Stock Info
SEC Filings
Events & Presentations
Corporate Governance
Analyst Coverage

Corporate Governance

The Board of Directors of WidePoint Corporation (the “Company”) has adopted the corporate governance principles (the “Principles”) set forth below as a framework for the governance of the Company. The Corporate Governance and Nominating Committee (the “Governance Committee”) reviews the Principles annually and recommends changes to the Board of Directors as appropriate.


General Oversight

The Board of Directors, which is elected by the Company’s stockholders, oversees the management of the Company and its business. The Board appoints the Chief Executive Officer (“CEO”) and elects the officers of the Company, who are responsible for operation of the Company’s business. The Board also monitors and evaluates the performance of the CEO and the officers of the Company.

Size, Composition and Membership Criteria

A majority of the Board is made up of independent directors. An “independent” director is a director who meets the NYSE Mkt U.S definition of independence, as determined by the Board. The Board makes an affirmative determination regarding the independence of each director annually, based upon the recommendation of the Governance Committee. The Governance Committee considers and makes recommendations to the Board regarding the size, structure, composition and functioning of the Board.

The Governance Committee is responsible for establishing processes and procedures for the selection and nomination of directors. The Board’s criteria include business experience and skills, independence, judgment, integrity, the ability to commit sufficient time and attention to Board activities, and the absence of conflicts with the Company’s interests. The Governance Committee considers these criteria in the context of the perceived needs of the Board as a whole and seeks to achieve a diversity of occupational and personal backgrounds on the Board.

The Governance Committee reviews the qualifications of director candidates in light of criteria approved by the Board and recommends candidates to the Board for election by the Company’s stockholders at the annual meeting. The Governance Committee also considers nominations by Company stockholders that recommend candidates for election to the Board in compliance with the advance notice provisions in the Company’s by-laws and any other applicable Securities and Exchange Commission rules or regulations.

Board Leadership

The Board presently believes that it is in the best interests of the Company for a single person to serve as Chairman of the Board and CEO. The Board may in its discretion separate the roles if it deems it advisable and in the Company’s best interests to do so.

Change in Principal Occupation

The Board does not believe that directors who retire or change from the position they held when they came on the Board should necessarily leave the Board. There should, however, be an opportunity for the Board, via the Governance Committee, to review the continued appropriateness of Board membership under these circumstances.

Service on Other Boards and Audit Committees

Directors are encouraged to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. Directors should also advise the chair of the Governance Committee in advance of accepting an invitation to serve on another corporate board. Members of the Audit Committee may not serve on the audit committees of more than two other public companies.

Retirement; Term Limits

The Board does not believe that it should establish term limits. Term limits may result in the loss of directors who, over a period of time, have developed substantial insight into the Company and its operations. As an alternative to term limits, the Governance Committee assesses the contributions of each incumbent director prior to the director’s nomination to another term. This also gives each director the opportunity to confirm his or her desire to continue as a member of the Board.


Attendance at and Participation in Board and Committee Meetings

Board and committee meetings are generally held on a pre-determined schedule, with additional meetings scheduled as needed with no less than four meetings annually. The Chairman/CEO presides at Board meetings except for executive sessions of independent directors. Board members are expected to prepare for, attend and participate in all Board and applicable committee meetings. Each Board member is expected to ensure that other existing and planned future commitments do not materially interfere with the member’s service as a director. These other commitments will be considered by the Governance Committee and the Board when reviewing Board candidates and in connection with the Board’s annual self-assessment process.

Distribution and Review of Board Materials

Board materials are provided to directors sufficiently in advance of Board meetings to allow directors to review and prepare for discussion of the items at the meeting. Directors should review and devote appropriate time to studying Board and committee materials distributed in advance. In some cases, due to timing or the sensitive nature of an issue, materials are presented only at the Board meeting.

Executive Sessions of Independent Directors

The independent directors, as defined by the NYSE Mkt U.S, meet in executive session as needed, but no less than once a year without any non-independent directors or management in attendance.

Strategic Planning

The Board reviews the Company’s long-term strategic plan and business unit initiatives at least annually.


Number, Structure and Independence of Committees

The Board has three standing committees: Audit, Compensation, and Corporate Governance and Nominating.

The Governance Committee, along with the Audit and Compensation Committees, consists solely of independent directors. In addition, directors who serve on the Audit Committee must be “independent” within the meaning of the NYSE Mkt U.S criteria for audit committee members. The Board may also establish and maintain other committees from time to time as it deems necessary and appropriate.

Assignment of Governance Committee Members

The Governance Committee considers and makes recommendations to the Board regarding committee size, structure, composition and functioning. Board committee members and chairs are recommended to the Board by the Governance Committee and appointed by the full Board.


The Governance Committee, along with the Audit and Compensation Committees, operates under a written charter that sets forth the purposes and responsibilities of the committee as well as qualifications for committee membership. Each standing committee assesses the adequacy of its charter annually and recommends changes to the Board as appropriate. All committees report regularly to the full Board with respect to their activities.

Meetings and Agendas

Agenda items that fall within the scope of responsibilities of a Board committee are prepared in consultation with the chair of that committee. Directors are encouraged to suggest the inclusion of items on the agenda. Directors are also free to raise subjects at a Board meeting that are not on the agenda for that meeting.

Materials related to agenda items are provided to committee members sufficiently in advance of meetings where necessary to allow the members to review and prepare for discussion of the items at the meeting.


At the invitation of the Board, members of senior management may attend Board meetings or portions of meetings for the purpose of presenting matters to the Board and participating in discussions. Directors also have full and free access to other members of management and to employees of the Company.

The Board has the authority to retain such outside counsel, experts and other advisors as it determines appropriate to assist it in the performance of its functions. Each of the Audit, Compensation and Corporate Governance and Nominating Committees has similar authority to retain outside advisors as it determines appropriate to assist it in the performance of its functions.


The Compensation Committee annually reviews the compensation of non-management directors. Director compensation is set by the Board based upon the recommendation of the Compensation Committee. Non-management directors receive a combination of cash and equity compensation for service on the Board. Employee directors do not receive separate compensation for Board service, but are reimbursed for attendance expenses.


The Board plans for succession of senior management positions. The CEO reports to the Board annually on succession planning and management development and provides the Board with recommendations and evaluations of potential successors. The Chairman and CEO also makes available to the Board, on a continuing basis, recommendations regarding who should assume the position of Chairman/CEO in the event that he or she becomes unable or unwilling to perform the duties of this position.


The Compensation Committee is responsible for setting annual and long-term performance goals for the CEO, evaluating the CEO’s performance against those goals, and recommending the CEO’s compensation to the independent directors for approval. Both the goals and the evaluation are submitted for consideration by the independent directors meeting in executive session. The results of the evaluation are shared with the CEO and used by the Compensation Committee in considering the CEO’s compensation, which is approved by the independent directors meeting in executive session.

The Compensation Committee also is responsible for reviewing and approving annual and long-term performance goals for other executive officers of the Company. The Governance Committee, with the Chairman/CEO, reviews the performance of these executive officers against the goals and sets the executive officers’ compensation.


The Board conducts self-evaluations to assess its performance, typically on an annual basis. The Audit, Compensation and Corporate Governance and Nominating Committees conduct self-evaluations to assess their performance, typically on an annual basis. The ability of individual directors to contribute to the Board is considered in connection with the nomination process.


The Board has adopted a Code of Business Conduct and Ethics for directors, officers and employees to foster a common set of fundamental values and operating principles. The Board oversees procedures for administering and promoting compliance with the Code of Business Conduct and Ethics.Download the Code of Business Conduct and Ethics.

Download the Code of Business Conduct and Ethics
WidePoint’s Senior Management Team provides vision and strategic direction for the company, meeting regularly to stay in close contact and ensure smooth execution of strategic plans.

WidePoint has experienced a gratifying level of success—success that we attribute to great clients and dedicated company leadership. Our Corporate Management includes:
Philip Garfinkle
Chairman of the Board
Philip Garfinkle was named Chairman of the Board in June 2021 after being appointed as Director in June 2020. Mr. Garfinkle is a successful technology entrepreneur, inventor, CEO, and deal maker, with a focus on emerging technologies. He is a five-time successful entrepreneur and has been the senior operating manager in many successful organizations. Mr. Garfinkle is currently Managing Director of Navig8 USA, Senior Managing Partner at Planet Cotton, and President and CEO of NewSight Reality. He also serves as an Economic Evaluator for the MIPS program in the state of Maryland. Mr. Garfinkle was a co-founder of Yazam, an Israeli / global Venture Capital / Merchant Banking organization, which he sold to US Technologies. He also founded PhotoNet Japan, which went public in 2002, PictureVision (Chairman, CEO, and President), which he led the sale to Kodak, where he also served as a Senior Executive. PictureVision pioneered online photo processing, sharing, and printing services. Mr. Garfinkle established alliances with AOL for “You’ve Got Pictures,” Sony’s ImageStation, Adobe, and many other major product lines. PictureVision was known for its excellence in engineering which he multi-located globally. Mr. Garfinkle has also served as Chairman of Johns Hopkins Technology Advisory Board, focused on technology transfer from academia to the commercial sector.
Jin Kang
Mr. Jin Kang is President and Chief Executive Officer of WidePoint Corporation and serves as a Director of the Company. Mr. Kang is also the founder of WidePoint Integrated Solutions Corp. (formerly known as iSYS, LLC), which he started in 1999 and served as its President and CEO until 2017. Mr. Kang successfully managed the subsidiary from inception to a company with gross revenues of $24 million when acquired by WidePoint in 2008. Mr. Kang has more than 30 years of professional experience in mergers and acquisitions, corporate management, technology management, business development, and financial management in the field of Information Technology. He is a recognized expert in the field of trusted mobility management (TM2) for both the public and private sectors. Mr. Kang has held senior management positions with several of the world’s leading technology corporations and has held key leadership positions on high-profile government programs including the Combined DNA Index System (CODIS), Defense Medical Information Systems/Systems Integration, Design Development, Operations and Maintenance Services (D/SIDDOMS), and the Defense Blood Standard System (DBSS). Mr. Kang has a successful operations track record and proven ability to drive growth and maximize profitability of an organization. Mr. Kang received his Bachelor’s and Master’s degrees in Computer Science and Computer Systems Management from the University of Maryland.
Julia Bowen
Julia Bowen was appointed as a director on February 7, 2019. Ms. Bowen is currently senior vice president, general counsel and corporate secretary of The MITRE Corporation, where she advises on all legal matters, including cybersecurity, contracting, international and global presence, intellectual property, HR, and national security. Previously, Ms. Bowen held several senior positions in the private sector, including chief legal counsel of DHL Global Mail, vice president, general counsel and secretary of QuadraMed Corporation, and vice president, general counsel and secretary of TREEV. Ms. Bowen is an active member of industry, academic and professional groups, including the Executive Circle Advisory Board of the Northern Virginia Technology Council, the Board of Visitors of The Catholic University of America’s Columbus School of Law and the Association of Corporate Counsel. Ms. Bowen graduated from The Catholic University of America, where she received her bachelor’s and law degrees. She is admitted to the bars of Maryland, the District of Columbia and Virginia.
John Fitzgerald
John Fitzgerald was appointed as a director and Chairman of the Audit Committee in June 2021. Mr. Fitzgerald has had a successful 40-year career in various key financial leadership roles in several industries including advanced innovation technology businesses, manufacturing, and service companies. Most recently, Mr. Fitzgerald was the Executive Vice President and Chief Financial Officer for LGS Innovations, LLC. Previously, Mr. Fitzgerald was ManTech International Corporation’s Senior Vice President of Finance and Principal Accounting Officer from 2004 to 2012. He was Vice President and Chief Accounting Officer for DynCorp from 1997 to 2003. Prior to that, he was Vice President and Controller at Litton/PRC Inc. from 1992 to 1997. Mr. Fitzgerald has also held various senior financial positions including Chief Financial Officer at other businesses. He has many years of financial management experience in public and government contracting companies. Mr. Fitzgerald has broad and deep experience in financial reporting, mergers, acquisitions, divestitures, reorganization, strategic planning, and others key areas. He started his career at public accounting firm Ernst & Young. Mr. Fitzgerald graduated from the University of Maryland with a degree in Business Administration and Accounting.
J. Bernard Rice
J. Bernard Rice was appointed as a director in June 2021. Mr. Rice brings a wealth of enterprise business experience, technology expertise and strategic relationships to WidePoint. Mr. Rice began his career with IBM and held various sales leadership positions including Finance Director for Application Software, Director of Finance, Planning and Administration for IBM's Southeast Region, Chief Financial Officer and General Partner for the IBM Venture Capital Group, and Vice President of Business development for IBM's Consumer Division. Mr. Rice also served as Chief Executive Officer of Edmark, Inc., the IBM subsidiary that developed innovative educational software for children. Mr. Rice holds a Bachelor of Arts in Economics from St. Anselm College and a Master of Business Administration in Marketing from Georgia State University. Mr. Rice also attended the IBM Presidents Program at Harvard University.
Please contact Gateway Investor Relations with inquiries or to connect with WidePoint’s Board of Directors:
Matt GloverGateway Investor Relations
4685 MacArthur Boulevard, Suite 400
Newport Beach, CA 92660
(949) 574-3860