Gary W. Feiner
About Gary W. Feiner
Gary W. Feiner (age 62) is an independent Class I director at VirnetX Holding Corporation, serving since 2014; his current term expires at the 2026 annual meeting. He is President of Feiner Financial Inc. (since 1993), with expertise across tax law, audit, corporate planning, securities regulation, and finance, and was selected for the Board for his financial strategy and governance insights, including executive compensation. The Board has determined he meets NYSE and SEC independence standards. He attended the 2024 annual meeting, and no director fell below 75% attendance across Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Feiner Financial Inc. | President | 1993–present | Advises on structuring strategies for profitable growth; provides insights into financial strategy and corporate governance, including executive compensation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company directorships disclosed for Mr. Feiner |
Board Governance
- Board structure: 5 members; classified Board with staggered terms (Feiner: Class I) .
- Independence: Board determined Feiner is independent under NYSE and SEC rules .
- Leadership: Combined CEO/Chair; no Lead Independent Director (committees chaired by independent directors) .
- Attendance: Board met 6 times in 2024; each committee met 5 times; no director attended fewer than 75% of meetings; all current directors except Ms. Chow attended the 2024 annual meeting (Feiner attended) .
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation Committee | Chair | 5 |
| Audit Committee | Member | 5 |
| Nominating & Corporate Governance Committee | Member | 5 |
Additional governance:
- Compensation committee independence and interlocks: No members were officers/employees; no interlocks disclosed in 2024 .
- Clawback policy: Compensation committee reviews, approves, and administers the company’s compensation recovery policy .
- Cybersecurity oversight: Nom/Gov committee oversees cybersecurity risk processes; regular reporting from management .
Fixed Compensation
| Component (Non-employee Director, 2024) | Amount |
|---|---|
| Annual retainer (cash) | $75,000 |
| Compensation Committee chair retainer | $15,000 |
| Audit Committee member retainer | $5,000 |
| Nominating & Corporate Governance Committee member retainer | $5,000 |
| Meeting fees | None (company does not pay meeting fees) |
| Total cash earned (Feiner, 2024) | $100,000 |
Performance Compensation
| Equity Award (Feiner, 2024) | Grant Structure | Vesting | Award Value |
|---|---|---|---|
| Annual restricted stock award (RSA) | Annual Award equal to lesser of 7,500 shares or $150,000 divided by FMV, granted at annual meeting date | Vests on earlier of 1-year post grant or day before next annual meeting; full acceleration on change-in-control | $27,825 grant-date fair value |
| Outstanding equity at 12/31/2024 | Unvested RSAs | Vesting details | 7,500 shares unvested |
Notes:
- No options were granted to non-employee directors in 2024; last director option grants occurred in 2023 .
- Equity awards are time-based; no explicit performance metrics are tied to director equity compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No public company boards or disclosed interlocks for Feiner |
Expertise & Qualifications
- Financial strategy, accounting, audit, banking, tax law, and corporate planning expertise; recognized “hands-on” advisor across finance, medicine, law, real estate, education, and technology .
- Governance and compensation insight; selected for unique qualifications supporting executive compensation and corporate governance .
Equity Ownership
| Measure | Amount/Detail |
|---|---|
| Beneficial ownership (as of 3/31/2025) | 16,874 shares; less than 1% of outstanding |
| Options exercisable within 60 days (included in beneficial ownership) | 5,625 shares |
| Unvested stock awards (as of 12/31/2024) | 7,500 shares |
| Shares outstanding (record date reference) | 4,238,581 shares (for record date April 17, 2025) |
| Ownership guidelines | None adopted; insider trading policy prohibits hedging/derivative transactions |
| Pledging | Not specifically disclosed; hedging prohibited |
Governance Assessment
- Independence and committee leadership: Positive. Feiner is independent, chairs the compensation committee, and serves on audit and nom/gov, supporting robust oversight of pay, financial reporting, and governance .
- Attendance and engagement: Adequate. Board and committee attendance thresholds met; Feiner attended the 2024 annual meeting .
- Alignment and incentives: Mixed. Cash retainer plus modest equity ($27,825) suggests some alignment through RSAs, but the company has no director stock ownership guidelines; alignment relies on time-based vesting rather than performance conditions .
- Board leadership risk: Combined CEO/Chair with no Lead Independent Director is a governance red flag; independent committees partially mitigate but investors may prefer stronger independent board leadership .
- Related-party exposure context: Significant related-party aircraft lease with entities controlled by the CEO and an officer family member, approved by the Board and audit committee; while not tied to Feiner personally, compensation and audit oversight heightens the importance of vigilant committee governance .
- Compensation committee interlocks: None disclosed; committee comprised entirely of independent directors .
RED FLAGS:
- No Lead Independent Director; combined CEO/Chair structure .
- No stock ownership guidelines for directors/executives; reliance on time-based equity without performance conditions .
- Material related-party transactions (aircraft lease with CEO-affiliated entity), albeit audited and approved—monitor for continued appropriateness and pricing .
Potential mitigating signals:
- Independent audit and compensation committees; explicit clawback policy oversight .
- Documented independence determinations and adequate meeting attendance .