D. Keehln Wheeler
About D. Keehln Wheeler
D. Keehln Wheeler (age 64) has served as an independent director of Atlantic American Corporation since June 2015. He is the Founder and former Chief Executive Officer of MaxMedia, a digital media marketing and branding agency based in Atlanta, and brings prior board experience and executive leadership in digital marketing to AAME’s board . The Board has determined Wheeler is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MaxMedia (private) | Founder; former CEO | Founded 1996; tenure not specified | Executive leadership in digital media; prior board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed for Wheeler |
Board Governance
- Independence: Wheeler is one of three independent directors designated by the Board under Nasdaq rules .
- Committee assignments:
- Audit Committee: Chair (members: Wheeler, Scheerer, Preisinger); met 4 times in 2024 .
- Stock Option and Compensation Committee: Member (Chair: Preisinger; members: Wheeler, Scheerer, Preisinger); met once in 2024; no written charter; no compensation consultant engaged .
- Executive Committee: Member (Howell, Wheeler, Robin Howell) .
- Attendance: The Board met 4 times in 2024; each current Director attended all Board and committee meetings of which they were a member; all directors attended the 2024 annual meeting .
- Board leadership: Combined CEO/Chair; no Lead Independent Director; controlled company exemptions from certain Nasdaq requirements; independent director age limit at 72 absent a Board waiver .
2025 Shareholder Vote Signals
| Item | For | Against/Withhold | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Election: D. Keehln Wheeler | 16,011,966 | 683,267 | — | 2,075,886 |
| Auditor ratification (Forvis Mazars LLP) | 18,669,634 | 4,832 | 96,653 | — |
| Say-on-Pay (advisory) | 16,287,474 | 385,451 | 22,308 | 2,075,886 |
| Say-on-Pay frequency | Three Years: 12,103,165 | Two Years: 4,096,768 | One Year: 471,198 | 24,102 |
Fixed Compensation
- Director fee policy: $20,000 per Board meeting; $2,000 per committee meeting; expense reimbursement .
- Equity eligibility: Directors are eligible for stock options/other awards under the 2022 Equity and Incentive Compensation Plan, but no director equity awards were made in 2024 or 2023 .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Wheeler – Fees Earned or Paid in Cash ($) | $96,000 | $88,000 |
| Stock Awards ($) | $0 | $0 |
| Total ($) | $96,000 | $88,000 |
Performance Compensation
- Equity grants to non-employee directors:
- 2022 restricted stock grant valued at $30,600 to each non-employee director; vested in full on May 8, 2023 .
- No director equity awards in 2023 or 2024 .
- Performance metrics: None disclosed for director equity; grants were time-based vesting .
| Equity Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Restricted Stock Grant – Grant Date Fair Value ($) | $30,600 (each non-employee director) | — | — |
| Vesting | Vested May 8, 2023 | — | — |
| Options Granted | — | — | — |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current) | None disclosed for Wheeler |
| Interlocks | None disclosed involving Wheeler; company-level related party ties exist with the Robinson/Howell family and Gray Media, Inc. (formerly Gray Television) but not linked to Wheeler personally . |
Expertise & Qualifications
- Digital media marketing and branding founder/CEO experience, prior board roles; brings expanded perspective to Board .
- Audit Committee leadership; Board-designated independent director .
Equity Ownership
| Metric | As of Mar 13, 2024 | As of Mar 12, 2025 |
|---|---|---|
| Shares outstanding (Common) | 20,402,288 | 20,402,288 |
| Wheeler beneficial ownership (Common) | 30,000 | 30,000 |
| Ownership % of Common | ~0.147% (30,000/20,402,288) | ~0.147% (30,000/20,402,288) |
| Series D Preferred | — | — |
| Options/RSUs outstanding | Not disclosed (none indicated) | |
| Pledging/Hedging | No formal hedging policy; short sales and trading in puts/calls/derivatives prohibited; no pledging disclosure |
Governance Assessment
-
Strengths:
- Audit Committee chaired by Wheeler; met four times; issued formal Audit Committee report; all members independent/financially literate; Scheerer designated audit committee financial expert .
- Consistent meeting attendance and engagement; Wheeler re-elected with strong support; say-on-pay received high approval; frequency set to three years, signaling stability in compensation oversight .
- Independent oversight of related-party transactions resides with Audit Committee, where Wheeler is Chair .
-
Concerns and potential red flags:
- Controlled company status; CEO also Chair; no Lead Independent Director; absence of nominating committee and formal process for director selection .
- Compensation Committee lacks a written charter and does not engage an independent compensation consultant; very limited meeting cadence (once in 2024), raising scrutiny on pay governance rigor .
- Company has not adopted a formal hedging policy (only prohibits short sales and certain derivatives), and no explicit pledging prohibitions are disclosed .
- Ongoing related-party transactions (headquarters lease with entity controlled by former director; preferred stock owned by Delta Life controlled by family; business with Gray) require robust independent oversight; Wheeler’s Audit Committee chair role is a mitigating factor but the breadth of family interlocks elevates conflict risk perception .
-
Net view:
- Wheeler’s independence, Audit chairmanship, and full attendance support board effectiveness. However, controlled company exemptions, limited compensation governance formalization, and concentration of family-related transactions create governance headwinds that investors should monitor. Continued strong say-on-pay results and transparent Audit Committee reporting partially offset these concerns .