Jin Kang
About Jin Kang
Jin Kang, age 60, is Chief Executive Officer, President and a Class I director of WidePoint; he has served as CEO and director since July 5, 2017. He holds Bachelor’s and Master’s degrees in Computer Science and Computer Systems Management from the University of Maryland and previously founded iSYS (now WidePoint Integrated Solutions), with 39 years of public and private sector IT experience including roles at Northrop Grumman, SAIC, ManTech, and Atlantic Research, and federal program leadership for CODIS and D/SIDDOMS . The company’s compensation framework emphasizes multi‑year performance metrics including revenue growth, adjusted EBITDA margin, EPS, free cash flow, and managed services revenue, linking pay outcomes to financial performance rather than pure tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| WidePoint Integrated Solutions Corp. (formerly iSYS, LLC) | Founder, CEO/President | 1999–2008 (acquired Jan 4, 2008) | Built core federal IT services capability acquired by WidePoint; foundation for MMS/IAM offerings . |
| WidePoint Corporation | EVP & COO | 2012–2017 | Led operations prior to CEO appointment; operational continuity into CEO role . |
| Northrop Grumman; SAIC; ManTech; Atlantic Research | Senior management roles | N/A | Managed marquee federal contracts (CODIS, D/SIDDOMS), deep gov’t contracting expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McDaniel College | Board of Trustees | N/A | Governance experience; external network and perspective for oversight . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 | Notes |
|---|---|---|---|---|
| Base Salary ($) | $350,000 | $375,000 (effective Apr 1, 2024) | $375,000 (per new agreement) | CEO salary benchmarked by E&Y study; adjusted in 2024 . |
| Target Bonus (% of base) | 50% target; 100% max | 75% target; 150% max | 75% target; 150% max | Paid half cash/half stock when earned . |
| Actual Bonus Paid ($) | $15,775 (earned for FY2023) | Not disclosed | Not disclosed | 2024 bonuses include subjective component subject to committee revision . |
Performance Compensation
| Metric | Program Year | Weighting | Target Definition | Actual/Payout | Vesting/Settlement |
|---|---|---|---|---|---|
| Revenue & Adjusted EBITDA % of revenue | LTIP 2023–2025 | Not disclosed | 3‑year performance period; pool of 500,000 shares; PSUs earned based on goals; RSUs annual vest . | Not disclosed | RSUs vest annually over 3 years; PSUs vest after performance period; pro‑rata earn on termination without cause/good reason; CoC deemed earned (time‑vesting applies) . |
| Revenue; EPS; Free Cash Flow; sustainability/discretionary | FY2024 annual bonus | Not disclosed | Corporate and individual goals with FCF defined as Adjusted EBITDA less capex . | Not disclosed | Annual bonus paid half cash/half RS that vests in one year . |
| Managed services revenue; EPS; Free Cash Flow; sustainability/discretionary | FY2024/FY2025 annual bonus | Not disclosed | Emphasis on managed services revenue for 2024 cycle (disclosed in 2025 proxy) . | Not disclosed | Annual bonus paid half cash/half RS (standard practice) . |
Equity Ownership & Alignment
- Outstanding awards and vesting activity:
- Options: Company reported outstanding option awards across the plan with weighted average exercise price $2.04 and ~0.78 years remaining term as of May 28, 2025; August 4, 2023 option grants for executives total 48,570 shares, 9,714 per executive, vest August 3, 2026 .
- Restricted stock vesting (2023–2025):
Date Shares Vested Reported Fair Value Source Jan 2, 2024 7,500 $16,875 Mar 31, 2024 97,143 $218,572 Jan 1, 2025 33,333 $161,332 May 16, 2025 20,000 $96,800 May 27, 2025 2,916 $14,113 Jan 1, 2026 33,333 $161,332 May 16, 2026 20,000 $96,800 May 16, 2027 20,000 $96,800
- Beneficial ownership: Executive ownership tables are disclosed, but Jin Kang’s exact share count is not included in the provided excerpts; footnotes note exclusion of unvested RS and options not vesting within 60 days and outstanding unvested options from Aug 4, 2023 .
- Pledging/hedging: No pledging or hedging disclosures found; related‑party transactions none in past two fiscal years .
- Ownership guidelines: Executive stock ownership guideline details not disclosed; director retainer paid partly in restricted stock with annual vesting .
Employment Terms
| Term | 2020 Agreement (entered May 1, 2020; effective Jan 1, 2020) | 2024 Agreement (entered May 16, 2024; term through Dec 31, 2027, auto‑renew 1 year) |
|---|---|---|
| Base pay | $350,000 | $375,000 |
| Annual bonus target / max | 50% / 100% of base; half cash/half stock | 75% / 150% of base; half cash/half stock |
| Equity grant | Performance‑based grant (200,000 pre‑reverse-split shares effective Jan 1, 2021) | 20,000 time‑vested restricted shares |
| Severance | Termination without cause / good reason: lump‑sum 12 months base + pro‑rata bonus | Same: lump‑sum 12 months base + pro‑rata bonus |
| Change‑of‑control | If terminated within 90 days prior or up to 2 years after CoC for reasons other than cause or voluntary resignation w/o good reason: 12 months base + pro‑rata bonus | Same provision |
| Clawbacks | Awards subject to clawback/recoupment policy; cancellation/disgorgement on cause or covenant breach | |
| Repricing | Prohibited for options/SARs; no backdating |
Board Governance
- Board service history: Class I director; term expiring 2025; continues subject to re‑election in 2025 proxy as Class I nominee .
- Independence and committee roles: Jin Kang is not independent and does not serve on Audit, Compensation, or Corporate Governance & Nominating committees; committees consist entirely of independent directors .
- Committee leadership: In 2024, Audit Chair: John Fitzgerald; Compensation Chair: Julia A. Bowen; Corporate Governance & Nominating Chair: Philip Garfinkle . In 2025, committee membership transitions to Garfinkle and Fitzgerald post‑meeting .
- Board leadership: CEO and Chairman roles are separate; Phil Garfinkle serves as non‑executive Chairman. Lead independent structure utilized for executive sessions of non‑management directors .
- Attendance: All directors attended >75% of Board and committee meetings in 2023 and 2024 .
- Director compensation (non‑employee directors): 2023/2024 retainers of $30k cash + $60k RS ($80k RS for Chairman) with committee chair/membership cash retainers; 2024 updated chair retainers increased and continued into 2025 with Chairman at $40k cash + $80k RS . Employee directors like Kang typically do not receive director retainers .
Performance & Track Record
- Strategic achievements: DHS increased CWMS 2.0 contract ceiling by $254M (from $500M to $754M); Kang stated WidePoint has saved DHS >$250M in telecom costs to date, highlighting government value creation and contract scalability .
- Compensation plan evolution: 2022 LTIP added performance share units and RSUs over 2023–2025; 2024 employment agreements extended through 2027, increased CEO bonus leverage (75%/150%) to emphasize growth, EPS, FCF, and managed services revenue .
Risk Indicators & Red Flags
- Related‑party transactions: None reported for past two fiscal years .
- Clawbacks and repricing: Explicit clawback provisions; repricing/backdating of options/SARs prohibited .
- Section 16 compliance: Filings generally timely; noted late Form 4 for July 24, 2024 grants by officers/directors .
- Golden parachute tax gross‑ups: Plan does not provide excise tax gross‑ups; includes cut‑back/gross‑up alternative to maximize after‑tax benefit as per 280G/4999 provisions .
Say‑on‑Pay & Peer Group
- Benchmarking: Executive and director compensation studies conducted by Ernst & Young LLP; used to align with similarly sized organizations; CEO salary adjusted accordingly .
- Say‑on‑pay: Advisory resolution on 2024 executive compensation submitted in 2025 proxy; company recommends triennial frequency for advisory votes to align with multi‑year pay design . Approval percentages not disclosed in provided excerpts.
Investment Implications
- Alignment and incentives: Kang’s pay mix has increased at‑risk leverage via higher bonus targets and multi‑year equity with defined financial metrics (revenue, adjusted EBITDA margin, EPS, FCF), supporting pay‑for‑performance alignment while avoiding option repricing and including clawbacks—positive governance signals .
- Vesting calendar and potential selling pressure: Multiple RS tranches vest through 2027, with annual events (Jan 1 and May 16 cycles); watch for Form 4 activity around vest dates, although no pledging disclosed and clawbacks mitigate misconduct risk .
- Retention risk: Employment agreement through 2027 with auto‑renew and 12‑month severance and CoC protections reduce near‑term retention risk; bonus paid partly in stock further ties outcomes to shareholder value .
- Governance quality: Separate Chair/CEO, independent-only committees, no related‑party transactions and explicit anti‑repricing provisions point to solid governance. Monitoring say‑on‑pay outcomes and managed services revenue execution will be key for future compensation outcomes and stock reaction .