John Fitzgerald
About John Fitzgerald
John Fitzgerald, age 71, has served as an independent director of WidePoint since June 2021. He is designated the Audit Committee “financial expert” and has deep experience in financial reporting, M&A, and government contracting; he holds a Business Administration and Accounting degree from the University of Maryland. His current term is Class III, expiring in 2027, and he has consistently met board attendance expectations (>75% of meetings) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LGS Innovations, LLC | Executive Vice President & Chief Financial Officer | Jul 2014 – Apr 2018 | Senior finance leadership in advanced tech businesses |
| ManTech International | Senior Vice President of Finance & Principal Accounting Officer | 2004 – 2012 | Public company finance leadership; government contracting expertise |
| DynCorp | Vice President & Chief Accounting Officer | 1997 – 2003 | Financial reporting and accounting leadership |
| Litton/PRC Inc. | Vice President & Controller | 1992 – 1997 | Controller role in large contractor environment |
| Ernst & Young | Public Accounting (early career) | Not disclosed | Foundational audit/accounting background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No current public company directorships disclosed in WYY proxy biography . |
Board Governance
- Board classification and term: Class III director; term ends 2027 .
- Independence: Determined independent; committees comprised solely of independent directors .
- Committee assignments (2024 activity/2025 proxy):
- Audit Committee: Chair (X*)
- Corporate Governance & Nominating: Member
- Compensation Committee: Member
- Attendance: All directors attended >75% of Board and committee meetings in 2024; Board met 6 times; Audit met 4; Compensation met 3; Governance met 1 .
- Leadership structure: Non-executive Chairman (Phil Garfinkle); at least two executive sessions per year without management .
- Post-2025 meeting composition note: After Julia Bowen’s departure, only Garfinkle and Fitzgerald will comprise each committee (two-member committees) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid in arrears, quarterly |
| Audit Committee Chair fee | $12,500 | Chair retainer |
| Corporate Governance & Nominating Committee member fee | $4,000 | Non-chair member |
| Compensation Committee member fee | $5,000 | Non-chair member |
| Subtotal cash | $51,500 | Sum of cash components |
| Annual equity retainer (restricted stock) | $60,000 | Vests at annual meeting |
| Total director compensation mix | $111,500 | ~54% equity / ~46% cash based on disclosed components |
Performance Compensation
| Element | Terms | Performance Metrics |
|---|---|---|
| Director equity grant (restricted stock) | Vests at the annual meeting of stockholders | None disclosed for directors; time-based vesting only |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No interlocks or shared boards with customers/suppliers disclosed in proxy . |
Expertise & Qualifications
- Designated Audit Committee “financial expert”; meets NYSE American “financially sophisticated” requirements .
- Extensive public company finance leadership; deep exposure to government contracting, M&A, divestitures, and reorganization .
- University of Maryland, Business Administration and Accounting .
Equity Ownership
- Beneficial ownership is disclosed in the Security Ownership section; record date shares outstanding were 9,780,587 (context for ownership %) .
- No pledging or hedging of company stock is disclosed; no director-specific ownership guidelines noted in proxy .
Governance Assessment
- Strengths:
- Independent director with financial expert designation; chairs Audit Committee and contributes across Governance and Compensation .
- Compensation mix skews toward equity (~54%), aligning incentives with shareholder outcomes; equity vests at annual meeting to encourage ongoing engagement .
- Clean related-party profile; no related person transactions disclosed in past two fiscal years .
- Robust committee charters and regular private sessions with auditors/CFO; explicit risk oversight roles and executive sessions .
- Watch items / potential investor concern signals:
- Committee capacity risk: After the 2025 annual meeting, only two independent directors (Garfinkle and Fitzgerald) will populate all standing committees; small size may constrain oversight bandwidth and succession planning .
- Late Section 16 filing: A universal late Form 4 was filed by each officer and director on July 24, 2024 for restricted stock grants—administrative rather than economic, but a minor control/process point to monitor .
- Triennial say-on-pay preference: Board recommends every three years; while permissible, some investors prefer annual cadence for feedback on compensation practices .