Mark E. Preisinger
About Mark E. Preisinger
Independent director of Atlantic American Corporation since March 2016; age 65 as of March 1, 2025. He serves as Director of Corporate Governance at The Coca‑Cola Company, with responsibility for shareholder engagement on corporate governance, environmental and social issues; he joined Coca‑Cola in 1984 and has held domestic and international assignments . Credentials include prior leadership/board roles across leading governance bodies (CII co‑chair, ICGN Board of Governors, NYSE Listed Company Advisory Board) and recognition on the NACD 100 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Coca‑Cola Company | Director of Corporate Governance | 1984–present (company tenure); current governance role | Leads shareholder engagement on governance/ESG; broad domestic/international experience |
| Council of Institutional Investors (CII) | Co‑Chairman (past) | Not disclosed | Governance policy leadership; market stewardship |
| International Corporate Governance Network (ICGN) | Board of Governors (past) | Not disclosed | Global governance standard setting |
| NYSE Listed Company Advisory Board | Member (past) | Not disclosed | Exchange-level issuer governance advisory |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Weinberg Center for Corporate Governance (Univ. of Delaware) | Advisory Board (Emeritus) | Current (Emeritus) | Governance thought leadership |
| Ira M. Millstein Center, Columbia Law School | Advisory Board | Disclosed in 2024 proxy | Academic governance forum; listed in 2024 proxy (not repeated in 2025 proxy) |
Board Governance
- Independence: Classified as independent under Nasdaq rules; AAME is a “controlled company,” exempt from certain Nasdaq independence requirements .
- Committees and roles: Member, Audit Committee; Member and Chairman, Stock Option & Compensation Committee .
- Attendance: Board met 4 times in 2024; each director attended all Board and committee meetings of which they were a member. Audit Committee met 4 times in 2024 .
- Compensation Committee practices: Committee met once in 2024; no written charter; no compensation consultant; may solicit performance input from the CEO; authority to allow officers to grant awards to non‑executives under the 2022 plan .
- Nominating: No separate nominating committee; director selection driven by controlling shareholder and Board/executive discussions .
- Leadership structure: CEO also serves as Chair; no Lead Independent Director; executive sessions of independents held as needed (at least annually) .
- Shareholder votes (2025 AGM): Preisinger re‑elected with 16,011,858 For; 683,375 Withhold; 2,075,886 broker non‑votes .
- Say‑on‑Pay (2025 AGM): For 16,287,474; Against 385,451; Abstain 22,308; frequency vote favored triennial (Three Years 12,103,165; Two Years 4,096,768; One Year 471,198) .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Board meeting fee (per meeting) | $20,000 | $20,000 |
| Committee meeting fee (per meeting) | $2,000 | $2,000 |
| Equity grants (annual) | None granted in 2023 | None granted in 2024 |
| Preisinger – Cash fees received | $96,000 | $88,000 |
Notes:
- Directors reimbursed for actual meeting expenses .
Performance Compensation
| Metric/Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non‑employee director equity grant | Restricted stock grant valued at $30,600 (each) | No equity awards | No equity awards |
| Vesting schedule/dates | Vested in full on May 8, 2023 | N/A | N/A |
| Performance metrics tied to director comp | Not disclosed/none | Not disclosed/none | Not disclosed/none |
Other Directorships & Interlocks
- Public company director roles (current): None disclosed for Preisinger in AAME filings .
- Interlocks/Related parties: AAME’s related‑party exposure centers on the Howell/Robinson family (HQ lease with an entity controlled by Harriett J. Robinson; Series D preferred shares owned by Delta Life; Gray Media insurance premiums). These are overseen by the Audit Committee; no Preisinger‑linked transactions disclosed .
Expertise & Qualifications
- Deep governance expertise; extensive institutional investor engagement and ESG focus via Coca‑Cola role .
- Recognized governance leader (NACD 100); past leadership in CII/ICGN, NYSE issuer advisory experience; academic governance advisory roles (Weinberg Center; Ira M. Millstein Center) .
Equity Ownership
| Item | Detail |
|---|---|
| Common shares beneficially owned | 20,000 (represents less than 1%) as of March 12, 2025 |
| Ownership as % of outstanding | <1% |
| Vested vs. unvested shares | Not disclosed in proxy |
| Options (exercisable/unexercisable) | Not disclosed for directors; no equity awards granted in 2023–2024 |
| Shares pledged as collateral | Not disclosed; no pledging noted in proxy |
| Ownership guidelines (directors) | Not disclosed |
| Hedging/derivatives policy | No formal hedging policy; company prohibits short sales and trading in puts, calls, and other derivatives of company stock |
Governance Assessment
-
Positives
- Independent director with substantial governance domain expertise; chairs Compensation Committee and sits on Audit Committee, supporting oversight depth .
- Strong engagement/attendance: 100% attendance across Board/committees in 2024; Audit Committee met 4x in 2024 .
- Robust Say‑on‑Pay support in 2025 suggests investor confidence in compensation oversight (For 16.3M vs. Against 0.39M) .
- Audit Committee has a written charter and oversees related‑party approvals; committee independence and literacy affirmed .
-
Structural risks/RED FLAGS (for portfolio risk monitoring)
- Controlled company status with CEO also serving as Chair; no Lead Independent Director; director nominations driven by controlling shareholder; no nominating committee—elevates entrenchment and independence risk at the full Board level .
- Compensation Committee lacks a written charter and does not use an independent compensation consultant; may solicit performance input from the CEO, a potential misalignment risk in pay oversight .
- Low director equity linkage recently (no equity awards 2023–2024; Preisinger owns 20,000 shares, <1%), which may limit ownership alignment at the Board level; no director ownership guidelines disclosed .
- Related‑party transactions are concentrated among insiders (HQ lease; preferred stock; Gray insurance premiums), heightening conflict perception despite Audit Committee oversight; no Preisinger‑specific involvement indicated .
-
Director‑specific read‑through for investors
- Preisinger’s governance pedigree is a counterbalance to controlled‑company risks; as Comp Committee Chair and Audit member, he is positioned to press for best practices. However, the absence of a Comp Committee charter/consultant and the broader board structure limit the strength of those checks. Strengthening director equity alignment and formalizing compensation governance would be constructive signals to minority shareholders .