Hilton H. Howell, Jr.
About Hilton H. Howell, Jr.
Hilton H. Howell, Jr. is Chairman of the Board, President and Chief Executive Officer of Atlantic American Corporation (AAME). He has served as CEO since May 1995, Chairman since February 2009, and previously as Executive Vice President from October 1992 to May 1995 . Age: 62 (as of March 1, 2025); Board service since October 1992 . Background: former attorney; long-standing involvement in the insurance industry; also Executive Chairman and CEO, and a director, of Gray Media, Inc. (formerly Gray Television, Inc.) .
AAME performance context: Pay-versus-performance disclosure shows cumulative value of a hypothetical $100 investment in AAME of $64.47 for 2024, $121.51 for 2023, and $114.85 for 2022; net income (loss) was ($4,268k) in 2024, ($171k) in 2023, and $1,525k in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlantic American Corporation | Executive Vice President | Oct 1992 – May 1995 | Senior leadership role prior to CEO appointment; developed relationships across subsidiaries and agent network . |
| Atlantic American Corporation | President & CEO | May 1995 – present | Primary strategic and operational leadership; active engagement with subsidiaries and independent agents . |
| Atlantic American Corporation | Chairman of the Board | Feb 2009 – present | Unified board and management leadership in controlled company structure . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gray Media, Inc. (formerly Gray Television, Inc.) | Executive Chairman, CEO, Director | Current | Cross-company leadership; related party premium flows to AAME (Gray paid ~$2.2m in 2024, ~$2.0m in 2023 for voluntary employee benefits) . |
| Delta Life Insurance Company | Officer/Director/Shareholder (roles not individually specified) | Current | Affiliate holds 55,000 Series D preferred of AAME; cumulative dividends and potential convertibility terms create governance considerations . |
Fixed Compensation
Multi-year CEO compensation (cash-dominant, no equity awards in 2022–2024):
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 550,000 | 800,000 | -0- | 122,516 | 1,472,516 |
| 2023 | 565,625 | 800,000 | -0- | 163,766 | 1,529,391 |
| 2024 | 594,792 | 800,000 | -0- | 165,116 | 1,559,908 |
Notes:
- All Other Compensation includes director fees and 401(k) contributions (e.g., $134,000 in director fees and $31,050 401(k) contributions in 2024; $134,000 director fees and $29,700 401(k) in 2023) .
- Named executive officers held no outstanding equity awards at year-end 2023 and 2024 .
Performance Compensation
Discretionary cash bonus (no disclosed performance metrics or weightings; immediate payout):
| Year | Bonus Type | Weighting | Target | Actual Performance | Payout ($) | Vesting |
|---|---|---|---|---|---|---|
| 2022 | Discretionary annual cash bonus | Not disclosed | Not disclosed | Not disclosed | 800,000 | Cash, immediate |
| 2023 | Discretionary annual cash bonus | Not disclosed | Not disclosed | Not disclosed | 800,000 | Cash, immediate |
| 2024 | Discretionary annual cash bonus | Not disclosed | Not disclosed | Not disclosed | 800,000 | Cash, immediate |
Observations:
- The Stock Option and Compensation Committee awards discretionary bonuses; no equity awards were granted in 2023–2024; committee may solicit input from Mr. Howell on other officers’ performance; no consultant is used; no formal committee charter; controlled company exemptions apply .
Equity Ownership & Alignment
Beneficial ownership and alignment indicators:
| As of Record Date | Shares Owned (No.) | % of Class | 401(k) Plan Shares (No.) | Spousal/Family Holdings Included | Outstanding Equity Awards |
|---|---|---|---|---|---|
| Mar 12, 2025 | 882,865 | 4.33% | 331,518 | Includes 34,075 held by spouse (excluding trust holdings without voting/dispositive power) | None |
| Mar 13, 2024 | 863,334 | 4.23% | 311,987 | Includes 34,075 held by spouse (excluding trust holdings without voting/dispositive power) | None |
Additional alignment disclosures:
- Hedging policy: no formal hedging policy; company policy prohibits short sales and trading in puts, calls and other derivatives; no explicit pledging prohibition disclosed .
- Stock ownership guidelines: not disclosed .
- Vested vs unvested shares, options exercisable/unexercisable: none, given absence of outstanding awards .
Employment Terms
| Provision | Terms |
|---|---|
| Severance | No arrangements for severance payments for named executive officers . |
| Change-in-control | No arrangements for change-in-control payments; no single/double-trigger acceleration disclosed . |
| Employment contract term/expiration | Not disclosed . |
| Auto-renewal | Not disclosed . |
| Non-compete / Non-solicit | Not disclosed . |
| Garden leave / Post-termination consulting | Not disclosed . |
| Clawbacks / Tax gross-ups | Not disclosed . |
| Deferred comp / Pension | 401(k) plan with employer match (35% of up to first 6% of employee contributions); employer contributions included in All Other Compensation . |
Board Governance
- Role and independence: CEO also serves as Chairman; company operates as a “controlled company” exempt from certain Nasdaq independence requirements; Board has not designated a Lead Independent Director .
- Committees:
- Executive Committee: Howell (member), Wheeler, R. Howell .
- Stock Option and Compensation Committee: Wheeler, Scheerer, Preisinger (Chairman); all independent; no charter; no consultant; met once in 2024 .
- Audit Committee: Wheeler (Chairman), Scheerer, Preisinger; all independent; written charter; met four times in 2024 .
- Executive sessions: held as needed, at least annually at the first regular Board meeting each year .
- Board meeting attendance: Board met four times in 2024 (three in 2023); each current director attended all meetings of the Board and committees of which they were members .
- Director compensation policy: $20,000 per Board meeting; $2,000 per committee meeting; Howell received cash fees for Board service (incorporated within All Other Compensation) .
Director Compensation (Mr. Howell-specific)
| Year | Director Fees Received ($) | Notes |
|---|---|---|
| 2023 | 134,000 | Includes $80,000 that would otherwise appear in Director Compensation table; balance includes subsidiary board fees . |
| 2024 | 134,000 | Includes $80,000 attributable to company Board fees; remainder subsidiary board fees . |
Compensation Committee Analysis
- Composition: Independent directors; Chairman Preisinger .
- Process and tools: No charter; no external compensation consultant; committee retains authority and may authorize certain non-executive grants under the 2022 Equity and Incentive Compensation Plan; may seek input from Mr. Howell regarding other officers’ performance; low turnover among committee and executive officers noted .
- Pay structure: Predominantly cash; discretionary bonuses despite negative net income in 2024 and 2023; absence of disclosed performance metrics or targets .
Related Party Transactions (Governance red flags)
| Counterparty | Nature | 2023 Amount ($) | 2024 Amount ($) | Key Terms |
|---|---|---|---|---|
| 4370 Peachtree LLC (controlled by Harriett J. Robinson) | HQ lease | ~1.2 million | ~1.2 million | ~$0.5m base rent plus pro rata taxes/maintenance/insurance; terminable with 12 months’ notice; no fixed end date . |
| Gray Media, Inc. | Insurance premiums paid to AAME for voluntary employee benefits | ~2.0 million | ~2.2 million | Howell is Gray’s Executive Chairman & CEO; Robin Howell is a Gray director . |
| Delta Life Insurance Co. (controlled by Robinson) | Holds 55,000 shares Series D Preferred of AAME | 0.4 million dividends paid | 0.4 million dividends paid | $7.25/share cumulative dividend; par $1; redemption value $100; not currently convertible but may become convertible into ~1,378,000 common shares under conditions; company option to redeem . |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income (Loss) ($000s) | 1,525 | (171) | (4,268) |
| TSR – Value of $100 Investment ($) | 114.85 | 121.51 | 64.47 |
Company fundamentals (context):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 195,372,000* | 188,883,000* | 188,522,000* |
| EBITDA ($) | 4,938,000* | 3,356,000* | (1,479,000)* |
Values retrieved from S&P Global.*
Vesting Schedules and Insider Selling Pressure
- No outstanding equity awards for named executive officers at year-end 2023 and 2024; therefore, no scheduled RSU/option vesting that would create mechanical selling pressure .
- Company policy prohibits short sales and derivatives trading; no formal hedging policy; no pledging disclosure—no evidence of pledged AAME shares by Mr. Howell in the proxy .
Say-on-Pay & Shareholder Feedback
- 2025 proxy seeks advisory vote on executive compensation and recommends triennial frequency for say-on-pay; historical approval percentages not provided in the documents reviewed .
Board Service History, Committee Roles, and Dual-Role Implications
- Dual role: CEO + Chairman under a controlled company structure; Board believes unified leadership is appropriate; no Lead Independent Director .
- Committee roles: Member of Executive Committee; not listed as member of Audit or Compensation Committees .
- Independence: Not independent; family relationships disclosed (son-in-law to significant holder Harriett J. Robinson; spouse Robin R. Howell is a director) .
- Attendance: 100% Board and committee attendance reported for all directors in 2024 and 2023 .
- Implications: Concentration of control (Robinson/Howell families) and dual role can raise independence concerns and oversight risk; Audit and Compensation Committees comprised of independent directors partially mitigate .
Employment Terms
| Item | Disclosure |
|---|---|
| Start Date (CEO) | May 1995 . |
| Years in Role | Since May 1995; board service since Oct 1992 . |
| Severance/COC | None; no severance or change-in-control arrangements . |
| Non-compete / Non-solicit | Not disclosed . |
| Clawbacks | Not disclosed . |
Investment Implications
- Pay-for-performance alignment risk: Large discretionary cash bonuses ($800k annually) were paid despite negative net income in 2024 and 2023; absence of disclosed performance metrics/targets and no equity awards reduces alignment with shareholder outcomes .
- Governance overhang: Controlled company status, CEO-Chairman dual role, and significant related party transactions (HQ lease; Gray premiums; Delta Life preferred) create potential conflicts and reduce independence; lack of a Lead Independent Director adds oversight risk .
- Retention risk: Low near-term retention risk given decades-long tenure, family control, and absence of severance arrangements; however, no severance could imply limited costs if leadership change is required .
- Trading signals: No equity award vesting calendar (no mechanical sell pressure); hedging/derivatives prohibited; monitor related party dynamics (Gray and Delta Life) and any Form 4 activity for changes in ownership; TSR deterioration in 2024 (value of $100 investment fell to $64.47) highlights performance pressure .