Michael F. Angelo
About Michael F. Angelo
Independent director (Class III) of VirnetX Holding Corporation; age 65; director since July 5, 2007 (approx. 18 years of service as of 2025). Credentials include CRISC, CISSP, CDPSE; currently Distinguished Technologist at Open Text International (formerly Micro Focus) and Chief Security Architect for its Security Products Division since August 2005. Prior roles at Microsoft (Security Architect/Manager, 2003–2005), Hewlett Packard and Compaq (Staff Fellow, 1989–2003), and the John von Neumann National Supercomputer Center (Senior Systems Programmer, 1985–1989). Recognized with 92 patents (largely in security/authentication); 2003 Inventor of the Year (City of Houston); ISSA Distinguished Fellow and Hall of Fame; Sigma XI distinguished lecturer (2004–2005) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Open Text International (formerly Micro Focus) | Distinguished Technologist; Chief Security Architect, Security Products Division | Aug 2005–present | Technical leadership in enterprise security |
| Microsoft Corporation | Security Architect and Manager, Government Engagements SBU | Oct 2003–Aug 2005 | Government-focused security architecture |
| Hewlett Packard and Compaq Computer | Staff Fellow | Jul 1989–Oct 2003 | Advanced systems, security/authentication innovation |
| John von Neumann National Supercomputer Center | Senior Systems Programmer | Sep 1985–Jul 1989 | High-performance computing systems programming |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NIST/National Research Council | Sub-Chairman, Board of Assessment (CISD review) | FY 2001–2002 | Oversight of federal program assessments |
| U.S. Commerce Dept. ISTAC | Technology contributor/participant | 1999–present | Information Systems Technical Advisory Council |
| Sigma XI (Scientific Research Society) | Distinguished Lecturer | 2004–2005 | Recognized for scientific contributions |
| Information Systems Security Association (ISSA) | Distinguished Fellow; Hall of Fame | N/A | Security community recognition |
Board Governance
- Independence: The Board determined Michael F. Angelo is independent under NYSE and SEC rules .
- Committees and roles (2024 meetings: Audit 5; Compensation 5; Nominating & Corporate Governance 5): Audit (Member), Compensation (Member), Nominating & Corporate Governance (Chair) .
- Board activity: Board met six times in FY2024; no director attended fewer than 75% of Board and committee meetings. All current Board members except Ms. Chow attended the 2024 annual meeting (Angelo attended) .
- Board leadership: CEO serves as Chair; no Lead Independent Director, with independent directors chairing all key committees .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual non-employee director retainer | $75,000 | Company policy |
| Committee chair retainer (Nominating & Corporate Governance) | $15,000 | Chair premium applies to Angelo |
| Audit Committee member retainer | $5,000 | Member fee |
| Compensation Committee member retainer | $5,000 | Member fee |
| Total cash fees (Angelo) | $100,000 | Sum of above |
- Director cash meeting fees: None (no per-meeting fees) .
- Director compensation program was reviewed in March 2025; no changes recommended .
Performance Compensation
| Equity Item | Shares/Value | Vesting/Terms |
|---|---|---|
| 2024 stock awards (Angelo) | $27,825 (grant date fair value) | RSA valuation per ASC 718 |
| Unvested stock awards (as of 12/31/2024) | 7,500 shares | Outstanding balance |
| Annual Award policy (non-employee directors) | Lesser of 7,500 shares or $150,000/FMVs | Vests on earlier of 1-year from grant or day prior to next annual meeting; full acceleration upon change in control |
| Initial Award policy (new directors) | Lesser of 22,500 shares or $450,000/FMVs | Vests 1/3 annually for 3 years or full vesting by third annual meeting; CIC acceleration |
| Stock options (non-employee directors) | No new options since FY2023 | Company has not granted director options since FY2023 |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Angelo .
- Compensation committee interlocks: None; no member (including Angelo) was an officer/employee, and no reciprocal board/committee relationships with other entities were disclosed .
Expertise & Qualifications
- Deep cybersecurity and authentication expertise; 92 patents; industry and scholarly recognition (ISSA Fellow/Hall of Fame; Sigma XI lecturer) .
- Governance qualification: The Board explicitly cites Angelo’s technical/industry knowledge and leadership experience as rationale for his role as Chair of the Nominating & Corporate Governance Committee .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Components/Notes |
|---|---|---|---|
| Michael F. Angelo | 20,459 shares | <1% | Includes 5,625 options exercisable within 60 days of March 31, 2025 |
| Outstanding options (director) | 5,625 | N/A | Angelo’s options outstanding as of 12/31/2024 |
| Unvested stock awards (director) | 7,500 | N/A | As of 12/31/2024 |
- Stock ownership guidelines: None adopted for directors/executives; committee believes current holdings provide alignment .
- Hedging/derivatives: Insider trading policy prohibits short sales, hedging, and derivative transactions by insiders .
- Pledging: No pledging disclosed in the proxy .
Governance Assessment
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Strengths:
- Independent director with strong cybersecurity credentials, aligned to oversight of technology and cyber risk; chairs Nominating & Corporate Governance .
- Active committee engagement across Audit and Compensation; clear independence under NYSE/SEC rules .
- Attendance/engagement: Board met 6 times; Angelo did not fall below 75% threshold; attended 2024 annual meeting .
- Director equity is time-based RSAs with clear vesting and change-in-control provisions; no recent option grants to directors, reducing repricing risk .
-
Watch items / potential red flags:
- No Lead Independent Director, while CEO is also Chair; places greater importance on independent committee chairs for oversight .
- Company has no stock ownership guidelines for directors/executives; could weaken formal alignment standards despite prohibitions on hedging .
- Related-party environment: Multiple family employment relationships and a significant related-party aircraft lease with an entity controlled by the CEO and spouse; audit committee oversight disclosed, but remains a governance risk context for the Board and its independent members .
Overall, Angelo’s independence, committee leadership, and cyber expertise are positives for board effectiveness. The absence of a lead independent director and the company’s related-party transactions heighten the need for strong committee oversight where Angelo plays a key role .