J. Ross Franklin
About J. Ross Franklin
J. Ross Franklin, 47, is Vice President, Chief Financial Officer, and Corporate Secretary of Atlantic American Corporation (AAME). He has served as CFO since November 2017 (interim CFO from August–November 2017); since 2000 he has held roles of increasing responsibility across AAME and subsidiaries, including serving as Vice President, Accounting and Treasurer of Bankers Fidelity since 2009 . As principal financial officer, Franklin signs AAME’s Sarbanes-Oxley Section 302 certifications, underscoring accountability for financial reporting and internal controls . Company performance context: the Pay-Versus-Performance disclosure shows a $100 initial investment grew to $121.51 by year-end 2023 (TSR), with net income of $(171) thousand in 2023, $1,525 thousand in 2022, and $4,281 thousand in 2021 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Atlantic American Corporation | Vice President, CFO and Corporate Secretary | Nov 2017–present | Oversees finance, reporting, and internal control environment for the registrant . |
| Atlantic American Corporation | Interim Chief Financial Officer | Aug 2017–Nov 2017 | Transition leadership for finance function prior to formal appointment . |
| Bankers Fidelity (AAME subsidiary) | Vice President, Accounting and Treasurer | Since 2009 (prior to CFO roles) | Led subsidiary finance and treasury functions; part of internal talent pipeline to corporate CFO . |
| Atlantic American/affiliates | Various roles of increasing responsibility | Since 2000 (pre-2009) | Progressive finance/accounting leadership across AAME and subsidiaries . |
External Roles
- No external directorships or outside roles disclosed for Franklin in the latest proxy or 10-K filings .
Fixed Compensation
| Metric (USD) | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Base Salary | $341,250 | $363,825 | $382,594 | $419,399 |
| All Other Compensation | $50,762 | $52,751 | $61,702 | $63,366 |
| Total Fixed (Salary + Other) | $392,012 | $416,576 | $444,296 | $482,765 |
Notes:
- “All Other Compensation” includes cash fees for serving as a director of subsidiaries ($18,000 in 2022; $24,000 in 2023; $24,000 in 2024) and 401(k) employer contributions ($33,855 in 2022; $36,630 in 2023; $38,295 in 2024) .
Performance Compensation
| Year | Incentive Type | Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|---|---|
| 2024 | Annual Cash Bonus | Discretionary (committee-determined) | n/a | n/a | n/a | $350,000 | Discretionary bonus awarded by Stock Option and Compensation Committee . |
| 2023 | Annual Cash Bonus | Discretionary (committee-determined) | n/a | n/a | n/a | $350,000 | Discretionary bonus awarded by Stock Option and Compensation Committee . |
| 2022 | Annual Cash Bonus | Discretionary (committee-determined) | n/a | n/a | n/a | $300,000 | Discretionary bonus awarded by Stock Option and Compensation Committee . |
| 2021 | Annual Cash Bonus | Discretionary (committee-determined) | n/a | n/a | n/a | $250,000 | Discretionary bonus awarded by Stock Option and Compensation Committee . |
Additional observations:
- No stock awards or option awards were granted to Franklin in 2021–2024; named executive officers held no outstanding equity awards at 2022, 2023, or 2024 fiscal year-end .
Equity Ownership & Alignment
| Ownership Detail | 2023 (as of Jun 12, 2023) | 2024 (as of Mar 13, 2024) | 2025 (as of Mar 12, 2025) |
|---|---|---|---|
| Shares Beneficially Owned | 36,979 | 37,191 | 37,338 |
| Percent of Class | <1% (indicated by “*”) | <1% (indicated by “*”) | <1% (indicated by “*”) |
| Unvested RSU/PSU | — (none outstanding for NEOs at YE) | — (none outstanding for NEOs at YE) | — (none disclosed) |
| Options (Exercisable/Unexercisable) | 0 / 0 (no awards outstanding) | 0 / 0 (no awards outstanding) | 0 / 0 (no awards outstanding as of YE 2024) |
| Pledging | Not disclosed in proxy statements reviewed | ||
| Hedging/Derivatives Policy | No formal hedging policy; short sales and trading in puts, calls and other derivatives of Company stock are prohibited |
Ownership guidelines:
- No stock ownership guideline disclosures for named executive officers were identified in the latest proxies .
Employment Terms
- At‑will service: Officers are elected annually and serve at the discretion of the Board .
- Severance and Change-in-Control: No arrangements in place for payments upon termination or change of control for named executive officers (including Franklin) .
- Non-compete/Non-solicit/Garden leave/Consulting: Not disclosed in reviewed filings .
- Start date and tenure: Interim CFO Aug–Nov 2017; CFO since Nov 2017 .
Performance & Track Record
| Measure | 2021 | 2022 | 2023 |
|---|---|---|---|
| Value of $100 Initial Investment (TSR) | $119.59 | $114.85 | $121.51 |
| Net Income (USD thousands) | $4,281 | $1,525 | ($171) |
Notes:
- Compensation Actually Paid equaled Summary Compensation Table totals in 2023 because NEOs did not receive or hold equity awards during the year (no fair‑value adjustments) .
Board Governance and Compensation Oversight
- Controlled company: AAME qualifies as a “controlled company” under Nasdaq rules due to concentrated family ownership, and is exempt from certain independence requirements .
- Compensation decisions: Stock Option and Compensation Committee (independent directors Wheeler, Scheerer, Preisinger [Chair]) sets executive salaries and bonuses; the committee did not engage a compensation consultant and has no written charter; it met once in 2024 .
- Insider trading policy: Company prohibits short sales and trading in derivatives of Company stock; no formal hedging policy adopted .
- Related-party context: Significant related-party arrangements exist (e.g., office lease with entity controlled by former director; preferred stock owned by an affiliate), which the Audit Committee oversees .
Say-on-Pay & Shareholder Feedback
- 2025 Annual Meeting (May 13, 2025): Say-on-Pay advisory vote results: For 16,287,474; Against 385,451; Abstain 22,308; Broker Non-Vote 2,075,886 .
- Say-on-Frequency (2025): Votes for three years 12,103,165; two years 4,096,768; one year 471,198; abstain 24,102. Company determined to hold say-on-pay every three years .
Compensation Structure Analysis
- Shift toward cash and away from equity:
- No equity awards to NEOs in 2021–2024; bonuses are purely discretionary and paid in cash .
- Pay for performance visibility:
- Lack of disclosed quantitative performance metrics, weightings, or targets for the annual bonus; committee retains discretion .
- Risk balancing:
- No severance/change-in-control protection could reduce parachute risk but may increase retention risk if external opportunities arise .
- Governance overlay:
- Controlled company status and limited committee formalization (no comp consultant; no written charter) can concentrate decision-making and reduce external benchmarking rigor .
Investment Implications
- Alignment: Franklin’s ownership is de minimis (<1%); absence of equity awards and the use of discretionary cash bonuses limit direct alignment with multi-year TSR/profitability outcomes .
- Retention: Long tenure (with AAME since 2000; CFO since 2017) suggests organizational commitment, but lack of severance/change-of-control terms and no long-term equity could pose retention risk in a tighter CFO market .
- Governance risk: Controlled company structure, related-party transactions, and minimal use of external compensation advisors elevate governance scrutiny; however, say-on-pay support in 2025 was strong numerically, signaling limited current shareholder pushback .
- Performance context: TSR improved in 2023 while net income swung to a small loss; the bonus remained discretionary, highlighting committee judgment rather than formulaic performance payout linkage .