Michael Arrigo
About Michael F. Arrigo
Independent Class II director since 2022 (age 66) with dual committee roles—Audit Committee member and Compensation Committee Chair. He is CEO and co-founder of No World Borders, a healthcare data, regulations, and economics firm, and qualifies as a “financial expert” under Item 407(d)(5) of Regulation S-K; the Board has determined he is independent under Nasdaq and SEC rules . Education: B.S. Business Administration (USC); post-graduate studies in biomedical ethics (Harvard Medical School), biomedical informatics (Stanford Medical School), blockchain/crypto-economics (MIT), Certified Professional Medical Auditor (CPMA), and corporate governance (Wharton) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| No World Borders, Inc. | Co-founder & CEO | Not disclosed | Advises Medicare Advantage organizations; expert witness on medical coding/billing, HIPAA privacy, EHR, fraud damages; healthcare data/regulatory expertise |
| First American Financial (NYSE: FAF) | Vice President | Oct 2002–Feb 2007 | Oversaw eCommerce and regulatory compliance technology initiatives for top mortgage banks |
| Fidelity National Financial (NYSE: FNF) | Vice President | 2002–2003 | Senior technology/finance leadership |
| Erogo | Chief Executive Officer | 2000–2002 | Early cloud-based billing software; operational leadership |
| LeadersOnline (Heidrick & Struggles venture) | Chief Executive Officer | 1997–1999 | Led online recruiting venture; strategy/execution |
| Hewlett Packard, Oracle, Symantec | Management Consultant | 1994–1997 | Technology and operations consulting |
| Ashton-Tate | Product Manager | 1987–1992 | Database software products including Microsoft/Sybase SQL Server |
| Fortune 100 firm (not named) | SOX Internal Audit Lead | Not disclosed | Led Sarbanes-Oxley internal audit per PCAOB standards |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| No World Borders, Inc. | Co-founder & CEO | Not disclosed | Healthcare data/regulatory advisory; expert witness in privacy, billing/coding, EHR, fraud damages |
| Courts (expert witness) | Expert Witness | Ongoing | Admitted expert in healthcare privacy/cybersecurity; medical billing/coding; fraud damages; FMV physician compensation; corporate governance |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Determined independent by the Board; Audit and Compensation Committees are 100% independent .
- Attendance and engagement: Board held 12 meetings in 2024; each director attended at least 75% of Board/committee meetings. Audit Committee held 5 meetings (plus one written consent) and Compensation Committee held 2 meetings in 2024 .
- Skills/financial expertise: Arrigo qualifies as a financial expert under Item 407(d)(5) of Regulation S-K; Board designated Hawkins as Audit Committee financial expert and Chair .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual director retainer (policy) | $237,000 | Paid 30% cash / 70% equity regardless of committee service |
| Compensation Committee Chair cash retainer | $25,000 | Chair fee |
| Audit Committee member cash retainer | $25,000 | Member fee |
| 2024 Fees Earned or Paid in Cash (Arrigo) | $121,100 | Includes retainer cash portion plus committee retainers |
| 2024 Stock Awards (Arrigo) | $165,900 | Equity portion of 2024 director compensation |
| 2024 Total Director Compensation (Arrigo) | $287,000 | Sum of cash + equity |
- Deferred cash portion risk: As of Q3 2025, the company had not remitted the remaining cash portion of director compensation due September 30, 2025, totaling $402,250, to be satisfied when liquidity allows (liquidity stress indicator) .
Performance Compensation
| Element | Amount/Status | Vesting/Terms | Performance Metrics |
|---|---|---|---|
| Option awards | — | None disclosed | N/A |
| Non-equity incentive plan comp | — | None disclosed | N/A |
| Performance metrics (directors) | Not disclosed | N/A | No director-specific performance metric framework disclosed |
The company uses an independent compensation consultant and prohibits hedging, pledging, short sales, and margin accounts for directors/officers/employees .
Other Directorships & Interlocks
| Company | Role | Notes |
|---|---|---|
| None disclosed | — | Proxy lists experience and skills; no current external public company boards for Arrigo disclosed |
Expertise & Qualifications
- Domain expertise in healthcare reimbursement, Medicare Advantage, regulatory compliance, data analytics, and IT; admitted expert in healthcare privacy/cybersecurity, billing/coding, EHR, fraud damages, and corporate governance .
- Financial expertise: Qualifies as a financial expert under Item 407(d)(5); SOX internal audit leadership at a Fortune 100 firm; broad finance and risk management experience .
- Education: USC (B.S.), post-graduate studies at Harvard Medical School, Stanford Medical School, MIT; CPMA; governance training at Wharton .
Equity Ownership
| Security | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Class A Common Stock (Arrigo) | 944 | * (<1%) | Percent marked as less than 1%; beneficial ownership includes derivatives exercisable within 60 days where applicable |
| Pledging/Hedging Status | — | — | Company policy prohibits hedging, pledging, margin accounts, and short sales; no pledging disclosed for Arrigo |
Governance Assessment
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Strengths
- Independent director with relevant healthcare/IT/regulatory and financial expertise; serves as Compensation Committee Chair and Audit Committee member, enhancing oversight breadth .
- Board attendance thresholds met (≥75% for all directors); Audit and Compensation Committees entirely independent; clear risk oversight and whistleblower procedures .
- Compensation mix aligned to shareholders (70% equity) with transparent committee retainers; use of independent compensation consultant .
-
Risks and RED FLAGS
- Liquidity stress: Deferred cash portion of director compensation remained unpaid as of Q3 2025 ($402,250), a negative signal for short-term solvency and potential director alignment concerns if prolonged .
- Ongoing regulatory investigations: SEC (since Aug 2022; multiple subpoenas through mid-2025) and USAO grand jury subpoenas (2023–2024) create governance and disclosure risk; special committee formed April 16, 2023 to review matters .
- Related-party exposure: Significant financing arrangements and personal guarantees involving CEO and Chief Legal Officer; company-paid costs tied to mortgage collateral for executives—heightened conflict sensitivity for Compensation/Audit oversight .
- Concentrated insider control: High insider/Class V ownership by MSP principals may affect governance dynamics; Arrigo’s personal ownership is minimal (944 shares, <1%), limiting “skin in the game” at the individual level .
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Implications for investors
- Arrigo’s committee leadership and financial expertise support board effectiveness; however, persistent liquidity constraints and regulatory overhang elevate governance risk premia and could pressure investor confidence until resolved .
Appendix: Board & Committee Context (for reference)
- Board classification and terms: Arrigo is a Class II director, term expiring at the 2027 Annual Meeting .
- Committee activity levels: Audit Committee (5 meetings + 1 consent); Compensation Committee (2 meetings) in 2024 .