Joseph M. Scheerer
About Joseph M. Scheerer
Independent director of Atlantic American Corporation since December 2014; age 50 as of March 1, 2025. Scheerer is Chief Executive Officer of Stonybrook Capital, LLC (founded 2012), a specialist investment banking firm focused on the insurance industry. He is recognized by the Board as an “audit committee financial expert” and is a frequent speaker on the insurance and reinsurance sectors. Education: B.A. in Economics and International Relations, University of Pennsylvania. Current and prior board roles include AM Specialty Insurance Company (current), Irongate Reinsurance Company (prior), and Insurance Acquisition Corporation where he also served on the compensation committee (prior) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insurance Acquisition Corporation | Director | Prior to 2025 (exact years not stated) | Served on the compensation committee |
| Irongate Reinsurance Company | Director | Prior to 2025 (exact years not stated) | Board oversight in reinsurance; details not further disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Stonybrook Capital, LLC | Chief Executive Officer | 2012–Present | Specialist investment banking firm focused on the insurance industry |
| AM Specialty Insurance Company | Director | Current | Board service; company not identified as public in proxy |
| Inter-Atlantic Stonybrook Insurance Technology Fund | Chairman, Investment & Advisory Committee | Current | Oversees investment/advisory activities |
Board Governance
- Independence: The Board determined Scheerer is independent under Nasdaq rules; AAME is a “controlled company” and thus exempt from certain Nasdaq independence requirements .
- Audit Committee Financial Expert: The Board designated Scheerer as an SEC-defined “audit committee financial expert” .
- Committee assignments and 2024 activity:
- Audit Committee: Member; 4 meetings in 2024; independent; written charter available on company website .
- Stock Option & Compensation Committee: Member; 1 meeting in 2024; no written charter; no compensation consultant engaged; committee may rely on CEO input for other officers .
- Attendance and engagement: 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 structure: Combined Chair/CEO; no Lead Independent Director; executive sessions of independent directors held as needed but at least annually .
- Related-party oversight: Audit Committee (including Scheerer) oversees related-party transactions .
| Committee | Role | 2024 Meetings | Key Notes |
|---|---|---|---|
| Audit | Member | 4 | Independent; Scheerer designated financial expert; charter in place |
| Stock Option & Compensation | Member | 1 | No written charter; no external comp consultant; controlled-company exemptions |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 88,000 | -0- | -0- | 88,000 |
| 2023 | 96,000 | -0- | -0- | 96,000 |
- Director fee policy: $20,000 per Board meeting and $2,000 per committee meeting; directors are reimbursed for expenses .
Performance Compensation
| Year | Equity Grant | Instrument | Grant Value / Shares | Vesting Terms |
|---|---|---|---|---|
| 2024 | None | — | — | No director equity awards in 2024 |
| 2023 | None | — | — | No director equity awards in 2023 |
| 2022 | Annual non-employee director grant | Restricted stock | $30,600 (grant-date fair value) | Vested in full on May 8, 2023 |
No performance metrics apply to director pay; compensation is meeting-fee based with occasional equity grants (none in 2023–2024) .
Other Directorships & Interlocks
| Company | Role | Public/Private | Potential Interlock with AAME |
|---|---|---|---|
| AM Specialty Insurance Company | Director | Not identified as public in proxy | None disclosed |
| Irongate Reinsurance Company | Director (prior) | Not identified in proxy | None disclosed |
| Insurance Acquisition Corporation | Director; Compensation Committee (prior) | SPAC (public at the time; proxy notes role but not status) | None disclosed |
Expertise & Qualifications
- Insurance sector M&A and advisory expertise as CEO of specialist insurance investment bank; frequent industry speaker .
- SEC “audit committee financial expert” designation (financial literacy and expertise) .
- Governance exposure via compensation committee service at another company (Insurance Acquisition Corporation) .
- Education: B.A., Economics & International Relations, University of Pennsylvania .
Equity Ownership
| As of Date | Shares Beneficially Owned | % of Class | Options (Exercisable/Unexercisable) | Vested/Unvested Shares | Pledging | Notes |
|---|---|---|---|---|---|---|
| March 12, 2025 | 30,000 | <1% (asterisked in proxy) | Not disclosed; no director equity awards outstanding | Not applicable; no outstanding awards | Not disclosed | Section 16 filings timely in 2024; no late reports attributed to Scheerer |
- Hedging policy: No formal hedging policy; company prohibits short sales and trading in puts, calls, and other derivatives of company stock .
Shareholder Voting Signals
| Matter | For | Withhold/Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Election of Director: Joseph M. Scheerer (May 13, 2025) | 16,011,979 | 683,254 | — | 2,075,886 |
| Say-on-Pay (Advisory, 2025) | 16,287,474 | 385,451 | 22,308 | 2,075,886 |
Frequency of Say-on-Pay: Shareholders indicated preference for three years (12,103,165 votes for 3 years) .
Governance Assessment
-
Positives
- Independent director with insurance sector transaction expertise; designated audit committee financial expert .
- Strong engagement/attendance: Board met 4x in 2024; each director attended all Board and committee meetings of which they were members; Scheerer sits on both Audit and Compensation committees .
- Shareholder support: Strong “for” votes in 2025 director election; strong support in 2025 say‑on‑pay .
- Some ownership alignment via personal shareholding (30,000 shares) .
-
Watch items and RED FLAGS
- Controlled company with concentrated family control; no Lead Independent Director; independent director executive sessions held at least annually (not every meeting) .
- No Nominating Committee; director nominations influenced by controlling shareholder; absence of formal process/charter for nominations .
- Compensation Committee lacks a written charter and does not use an independent compensation consultant; relies in part on CEO input for other officers .
- Director pay is entirely cash-based in 2023–2024 (no equity grants), which may weaken long-term alignment relative to peers, though a 2022 restricted stock grant vested in 2023 .
- No formal hedging policy; while short sales and derivatives are prohibited, broader hedging prohibitions are not formalized .
- Related‑party transactions with entities controlled by the family shareholders (HQ lease; preferred stock; Gray-related premiums) persist—mitigated by Audit Committee oversight (which includes Scheerer) .
-
Potential conflicts/related‑party exposure (Scheerer-specific)
- None disclosed; Scheerer is classified as independent and is not referenced in the related‑party transactions section .