Philip Garfinkle
About Philip Garfinkle
Philip “Phil” Garfinkle, age 62, is WidePoint’s non‑executive Chairman of the Board and an independent director since June 18, 2020, serving in Class II with a term expiring in 2026 . A five‑time technology entrepreneur and inventor, he co‑founded and led multiple ventures (including PictureVision, PhotoNet Japan, and Yazam) and later served as a senior executive at Kodak following PictureVision’s sale, with alliances across AOL, Sony, and Adobe . He chairs WidePoint’s Corporate Governance & Nominating Committee and is a member of Audit and Compensation; WidePoint maintains separate CEO and Chair roles, with Garfinkle as non‑executive Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PictureVision | Chairman, CEO, President; pioneered online photo processing/sharing; sold to Kodak | Not disclosed | Established alliances with AOL “You’ve Got Pictures”, Sony ImageStation, Adobe; known for global engineering excellence |
| Eastman Kodak | Senior Executive (post PictureVision sale) | Not disclosed | Technology and commercialization leadership |
| PhotoNet Japan | Founder; went public (IPO) in 2002 | Not disclosed | Built consumer imaging platform; capital markets experience |
| Yazam (VC/Merchant Banking) | Co‑founder; sold to US Technologies | Not disclosed | Venture investing, exits, and cross‑border dealmaking |
| Johns Hopkins Technology Advisory Board | Chairman | Not disclosed | Technology transfer from academia to commercial sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Navig8 USA | Managing Director | Not disclosed | Current role per WidePoint proxy |
| Planet Cotton | Senior Managing Partner | Not disclosed | Current role per WidePoint proxy |
| Anchors Away Travel | Senior Managing Partner | Not disclosed | Current role per WidePoint proxy |
| State of Maryland MIPS Program | Economic Evaluator | Not disclosed | Public program engagement |
| NewSight Reality | Chairman, CEO, President | Not disclosed | Disclosed in 2023 proxy (not reiterated in 2024/2025) |
Board Governance
- Structure: Board is classified; Garfinkle serves as Class II director and non‑executive Chairman of the Board .
- Independence: Board committees (Audit, Corporate Governance & Nominating, Compensation) are fully independent; the Board annually affirms independence of non‑employee directors .
- Committee assignments and chair roles: Garfinkle chairs Corporate Governance & Nominating and sits on Audit and Compensation; Fitzgerald chairs Audit; Bowen chaired Compensation (departing after 2025 meeting) .
- Attendance/engagement: All directors attended >75% of Board and committee meetings in 2022 (9 meetings), 2023 (6 meetings), and 2024 (6 meetings); all directors attended the prior Annual Meetings .
- Executive sessions and risk oversight: Non‑management directors hold at least two executive sessions per year; Audit and Corporate Governance oversee risk; Compensation oversees pay‑related risk; a lead independent director is designated when appropriate .
- Post‑2025 committee composition: After Bowen’s term ends, Garfinkle and Fitzgerald will be the members of each committee (two‑person committees) .
| Committee Meeting Frequency | 2022 | 2023 | 2024 |
|---|---|---|---|
| Board meetings (count) | 9 | 6 | 6 |
| Audit | 4 | 4 | 4 |
| Corporate Governance & Nominating | 1 | 1 | 1 |
| Compensation | 1 | 3 | 3 |
| Committee membership/chair | 2023 | 2024 | 2025 (pre‑meeting) |
|---|---|---|---|
| Corporate Governance & Nominating | Member; Chair (Garfinkle) | Member; Chair (Garfinkle) | Member; Chair (Garfinkle) |
| Audit | Member (Garfinkle); Chair (Fitzgerald) | Member (Garfinkle); Chair (Fitzgerald) | Member (Garfinkle); Chair (Fitzgerald) |
| Compensation | Member (Garfinkle); Chair (Bowen) | Member (Garfinkle); Chair (Bowen) | Member (Garfinkle); Chair (Bowen) |
Fixed Compensation
- Policy (retainers and fees):
- 2023: Directors $30,000 cash + $60,000 restricted stock (Chairman $80,000 restricted stock); committee chair fees: $3,000 (CG&N), $5,000 (Comp), $7,500 (Audit); non‑chair fees: $2,000 (CG&N), $3,000 (Comp), $4,000 (Audit) .
- 2024: Directors unchanged at $30,000 cash + $60,000 restricted stock; Chairman compensation disclosed as $40,000 cash + $80,000 restricted stock; chair fees increased to $8,750 (CG&N), $10,000 (Comp), $12,500 (Audit); non‑chair: $5,000 (CG&N), $5,000 (Comp), $6,000 (Audit) .
| Director Compensation Policy | 2023 | 2024 |
|---|---|---|
| Standard annual retainer (cash) | $30,000 | $30,000 |
| Standard annual equity (RS) | $60,000 | $60,000 |
| Chairman cash | Not disclosed (standard cash policy) | $40,000 |
| Chairman equity (RS) | $80,000 | $80,000 |
| Chair fees (CG&N / Comp / Audit) | $3,000 / $5,000 / $7,500 | $8,750 / $10,000 / $12,500 |
| Non‑chair fees (CG&N / Comp / Audit) | $2,000 / $3,000 / $4,000 | $5,000 / $5,000 / $6,000 |
- Actuals (historical): Garfinkle earned $25,000 in fees and $80,000 in stock awards in 2022; total $105,000 .
| Garfinkle Director Pay (FY 2022) | Amount |
|---|---|
| Fees earned | $25,000 |
| Stock awards (grant‑date fair value) | $80,000 |
| Total | $105,000 |
Performance Compensation
- Structure: Director equity awards vest at the annual meeting (time‑vesting); no director‑specific performance metrics disclosed (director compensation study discussed market levels) .
- Clawback/recoupment: All awards subject to company recoupment/clawback; repricing and backdating are prohibited under the Omnibus Incentive Plan .
| Director Performance Metrics Tied to Pay | 2023 | 2024 |
|---|---|---|
| Performance‑conditioned equity (directors) | None disclosed; RS time‑vest | None disclosed; RS time‑vest |
| Clawback/recoupment policy applicable | Yes | Yes |
| Option/SAR repricing/backdating prohibition | Yes | Yes |
Other Directorships & Interlocks
- Public company boards: None disclosed for Garfinkle beyond WidePoint .
- Committee interlocks: Compensation Committee interlocks and insider participation—none reported in last fiscal years .
| Item | Status |
|---|---|
| Other current public company directorships | None disclosed |
| Compensation Committee interlocks | None |
Expertise & Qualifications
- Technology entrepreneur and inventor; scaled multiple imaging and online platforms; executed alliances with major tech firms; cross‑border commercialization and engineering management .
- Governance and academic tech transfer leadership (Chair, Johns Hopkins Technology Advisory Board); current roles in investment and operations (Navig8 USA, Planet Cotton) .
- Audit committee experience; Audit Committee Financial Expert designated as Fitzgerald (complementary board skills blend) .
Equity Ownership
- Beneficial ownership snapshot (as of April 25, 2023):
- Direct common stock: 44,230 shares; unvested restricted stock: 33,284; options: none; total beneficial ownership: 77,514 shares (<1% of outstanding) .
- Shares outstanding at that date: 8,785,616 .
| Ownership (as of 4/25/2023) | Shares |
|---|---|
| Direct common stock owned | 44,230 |
| Unvested restricted stock (disclosed) | 33,284 |
| Stock options exercisable | 0 |
| Total beneficially owned | 77,514 |
| Ownership % of outstanding | <1% |
| Shares outstanding (reference) | 8,785,616 |
| Pledged/hedged shares | None disclosed |
Governance Assessment
-
Positives
- Independent, non‑executive Chair; Board affirms independence and maintains fully independent committees—strong governance baseline .
- Consistent director engagement (>75% attendance across Board/committees; annual meeting attendance) indicates active oversight .
- Pay structure emphasizes equity with time‑vesting; presence of clawback and repricing prohibitions in the Plan supports shareholder‑aligned discipline .
-
Watch‑items / potential red flags
- Committee concentration risk: Following the 2025 Annual Meeting, only Garfinkle and Fitzgerald will serve on all committees, reducing bench strength and diversity of oversight; monitor workload and succession planning .
- Administrative lapse: a late Form 4 filing by directors on July 24, 2024 for restricted stock grants—minor process risk to monitor for timely Section 16 compliance .
- No other public company directorships disclosed—limits external board‑level cross‑pollination; mitigated by extensive operating and investment roles .
-
Conflicts/related party exposure
- Company reports no related person transactions in past two fiscal years; Corporate Governance & Nominating reviews and approves such matters per policy .
-
Audit oversight quality
- Audit Committee met regularly; Fitzgerald designated audit committee financial expert; Audit Committee reports signed by Garfinkle, Fitzgerald, and others—appropriate oversight and independence .
Overall, Garfinkle’s profile shows strong entrepreneurial/technology credentials, independent leadership, and active board participation; the upcoming two‑member committee structure after 2025 is the main governance risk to monitor for efficacy and workload balance .