Michael F. Arrigo: Qualifications for Public Company Board Leadership, Expert in Corporate Governance, Financial Expert by SEC Regulation S-K

Michael F. Arrigo is a seasoned executive, board director, and recognized authority whose qualifications make him exceptionally well-suited for service on the board of a public company. With decades of experience spanning financial oversight, regulatory compliance, corporate governance, cybersecurity risk management, executive compensation design, high-stakes litigation, operational leadership in technology and financial services, and deep expertise in medical billing, medical coding, and privacy litigation, Mr. Arrigo brings a multifaceted perspective that integrates strategic, operational, legal, and economic considerations. His background is particularly relevant in regulated sectors such as healthcare, data analytics, technology, and financial services, where boards must navigate complex intersections of financial reporting, data privacy, fraud prevention, innovation, scalability, and shareholder value creation. This profile explores his credentials from multiple angles—including practical board service, technical expertise, litigation-informed judgment, operational leadership, and forward-looking risk oversight—while addressing nuances, implications, and edge cases that arise in public company governance.

Financial Expertise and Audit Committee Service

Mr. Arrigo is qualified as a financial expert under Item 407(d)(5) of SEC Regulation S-K, a designation that underscores his ability to oversee complex financial reporting, internal controls, and audit processes with the depth required for public company boards. He serves as a member of the Audit Committee of MSP Recovery, Inc. (NASDAQ: MSPR), a publicly traded healthcare data analytics and Medicare Secondary Payer Act recovery company, where he contributes directly to the review of financial statements, compliance with Generally Accepted Accounting Principles (GAAP), Public Company Accounting Oversight Board (PCAOB) standards, and SEC guidelines.¹

In this capacity—and through prior leadership of one of the largest and most complex Sarbanes-Oxley (SOX) Act internal IT audits at a Fortune 100 public company—Mr. Arrigo has hands-on experience evaluating the design and operating effectiveness of financial and IT controls. He has reviewed related-party transactions for appropriateness and disclosure, assisted in materiality determinations for events requiring Form 8-K filings or other SEC disclosures, and ensured timely, accurate reporting that withstands regulatory and investor scrutiny.²

Context and implications: Under SOX Section 404 and PCAOB Auditing Standard No. 5, audit committees must independently assess internal control over financial reporting (ICFR). Mr. Arrigo’s SOX audit leadership equips him to probe for weaknesses that could lead to restatements or material weaknesses—issues that have triggered significant market value erosion and enforcement actions in recent years. Nuances and edge cases: Materiality judgments, guided by SEC Staff Accounting Bulletin No. 99, require qualitative as well as quantitative analysis (e.g., impact on executive compensation or debt covenants even if quantitatively small). His experience in these gray areas helps boards avoid “checkbox” compliance and instead foster a culture of substantive financial integrity. Broader implications: In an era of heightened SEC focus on climate, cybersecurity, and supply-chain disclosures, his expertise translates to proactive risk identification that protects shareholder value and minimizes litigation exposure.

Corporate Governance Leadership and Specialized Training

Mr. Arrigo holds a certificate in corporate governance from The Wharton School of the University of Pennsylvania (April 2023) and has been formally admitted as an expert in corporate governance in litigation, including matters involving the accuracy of financial statements and related-party transaction disclosures.³

This training and judicial recognition cover fiduciary duties, board composition and independence, disclosure obligations under Regulation FD and Item 303 of Regulation S-K, and best practices for committee charters and enterprise risk oversight. He has applied these principles while serving on public company special committees and evaluating governance implications of significant transactions.

Multiple angles and nuances: Corporate governance is not merely procedural; it encompasses cultural and ethical dimensions. Wharton’s program emphasizes scenario-based decision-making on issues such as CEO succession, shareholder activism, and ESG integration—topics that frequently intersect with financial reporting and cyber risks. Edge cases: In high-profile matters, counsel has challenged his qualifications, yet courts have upheld his expertise, demonstrating his opinions meet Daubert/Frye reliability standards even under cross-examination. Implications: Boards benefit from directors who can anticipate proxy advisor critiques (e.g., ISS or Glass Lewis) and design governance structures that enhance long-term resilience rather than short-term compliance.

Compensation Committee Chair and Expertise in Physician Compensation

Mr. Arrigo chairs the Compensation Committee of a public company and has collaborated extensively with independent outside compensation consultants to develop executive compensation programs aligned with performance metrics, peer benchmarks, and regulatory requirements. He is also admitted as an expert in physician compensation and Fair Market Value (FMV) analyses in healthcare, routinely addressing work Relative Value Units (wRVUs), specialty-specific benchmarks, geographic adjustments, academic/teaching stipends, and productivity incentives.⁴

Context and value: In healthcare organizations, compensation structures must simultaneously comply with the Stark Law, Anti-Kickback Statute, and IRC Section 4958 while attracting top talent. His dual role—as committee chair and FMV expert—enables nuanced oversight that balances incentive alignment with fraud-prevention guardrails. Nuances and edge cases: FMV determinations often involve layered considerations (e.g., call coverage stipends versus productivity bonuses) that can trigger False Claims Act scrutiny if misaligned. Implications: Proper design supports “say-on-pay” approval, reduces proxy contest risk, and ensures clawback policies under SEC Rule 10D-1 are enforceable—critical for maintaining investor confidence and avoiding reputational harm.

Cybersecurity Committee Leadership and Healthcare Privacy/Security Expertise

Mr. Arrigo has chaired the cybersecurity committee (or its functional equivalent via the Cybersecurity Subcommittee of the Audit Committee) for a public corporation. He possesses deep, healthcare-specific knowledge of privacy, security, and cybersecurity controls as prescribed by the National Institute of Standards and Technology (NIST) Cybersecurity Framework and the Health Insurance Portability and Accountability Act (HIPAA) Privacy, Security, and Breach Notification Rules.⁵

His experience includes forensic audits of electronic health records, risk assessments, vendor due diligence, incident response planning, and integration of cyber controls into SOX-compliant ICFR.

Thorough exploration: Public companies face SEC-mandated cybersecurity disclosures (Item 1.05 of Form 8-K for material incidents) and growing shareholder lawsuits post-breach. Mr. Arrigo’s NIST/HIPAA expertise equips boards to evaluate maturity models across administrative, technical, and physical safeguards—areas where healthcare entities are frequent targets. Nuances: De-identification standards under HIPAA §164.514 and “minimum necessary” rules present edge cases in data-sharing arrangements. Implications: Effective oversight mitigates not only regulatory fines (up to $2 million per violation category under HIPAA) but also operational downtime, third-party liability, and loss of patient/consumer trust in an era of ransomware and AI-driven threats.

Operational Leadership in Technology and Financial Services

Mr. Arrigo has built a distinguished executive career in Silicon Valley software companies, advancing through progressively senior roles from Product Manager to Vice President of Sales and Marketing to CEO. He also served as Senior Vice President at two Fortune 100 financial services companies, where he oversaw eCommerce, regulatory compliance technology initiatives, and large-scale operational transformations involving multiple lines of business and disparate financial systems.⁶

Context and implications: These experiences provide hands-on insight into scaling technology-driven businesses, managing go-to-market strategies, leading acquisitions and IPO-related initiatives (including contributing to a $100 million addition to market capitalization during one IPO), and integrating SaaS platforms in highly regulated environments. In software, he led product development for database and enterprise tools and grew companies through acquisitions; in financial services, he drove integrated eCommerce solutions serving major institutions such as JP Morgan Chase, Wells Fargo, and Bank of America. Nuances and edge cases: Rapid technology adoption often involves balancing innovation speed with regulatory compliance (e.g., SOX controls during digital transformations or data security in cloud billing platforms), where missteps can lead to material weaknesses, customer attrition, or enforcement actions. His progression across roles demonstrates adaptability to different organizational scales—from startups to Fortune 100 enterprises—and the ability to navigate cultural shifts in fast-moving industries. Broader implications: For public company boards, this operational depth enhances strategic oversight of growth initiatives, digital transformation, merger integration, and competitive positioning, particularly in sectors undergoing technological disruption. It complements governance and financial expertise by grounding decisions in real-world execution challenges and opportunities, helping boards anticipate execution risks while identifying value-creation levers.

Expertise in Medical Billing, Medical Coding, and Privacy Litigation

Mr. Arrigo is a nationally recognized expert in medical billing and medical coding, with extensive experience in ICD-9, ICD-10, CPT coding, Medicare and Medicaid fraud, risk adjustment (including HCC codes), claims reimbursement, and electronic health record (EHR) forensics. He has been affirmed by federal and state judges as an expert in these areas, including damages calculations related to billing disputes and False Claims Act matters. His expertise extends to privacy litigation involving HIPAA breaches, class-action lawsuits, provider-payor disputes, and compliance with healthcare privacy standards.⁷

Context and value: In an environment of heightened regulatory scrutiny and qui tam actions, accurate medical coding and billing are critical to compliance and financial integrity. Mr. Arrigo’s hands-on experience supports boards in overseeing risk management, audit processes, and litigation preparedness. Nuances and edge cases: Subtle interpretations of medical necessity, upcoding, or documentation quality can significantly impact materiality determinations and enforcement outcomes. His work in privacy litigation addresses complex issues such as breach notification, de-identification, and safeguards under HIPAA and related state laws. Implications: This specialized knowledge strengthens board oversight of healthcare-specific risks, enhances defensibility in regulatory investigations, and supports value protection in data-driven organizations.

Expert Witness, Litigation, and Regulatory Experience

Mr. Arrigo has provided expert consultations, testimony, and opinions in criminal and civil matters at state and federal levels, retained by the U.S. Department of Justice (including Vermont matters) and the U.S. Department of Transportation. He has supported over 250 companies across healthcare fraud, damages calculations, coding/billing disputes, governance disclosures, and compliance programs.⁸

His testimony has survived Daubert hearings and contributed to landmark outcomes, including FTC antitrust matters involving healthcare data economics.

Multiple perspectives and implications: Litigation experience informs board-level decision-making by illuminating how operational choices (e.g., related-party arrangements or disclosure timing) translate into evidentiary risks. Nuances: He has balanced plaintiff, relator, and defense retentions, providing balanced judgment free from bias. Edge cases: False Claims Act qui tam suits and Medicare fraud investigations often hinge on subtle interpretations of medical necessity or FMV—precisely the domains of his expertise. Broader value: Directors with this background enhance crisis preparedness, self-disclosure strategies to the Office of Inspector General, and overall enterprise risk management.

Summary

In summary, Michael F. Arrigo’s qualifications represent a rare convergence of public company board service, regulatory mastery, specialized healthcare domain knowledge (including medical billing, coding, and privacy litigation), operational technology and financial services leadership, and litigation-honed judgment. Whether evaluating financial statements, designing incentive programs, fortifying cyber defenses, guiding governance strategy, or overseeing technology-driven growth, he delivers informed, forward-thinking oversight that strengthens compliance, mitigates risk, and drives sustainable shareholder value in today’s dynamic regulatory and technological landscape.