Robin R. Howell
About Robin R. Howell
Robin R. Howell (age 60 as of March 1, 2025) has served as a Director of Atlantic American Corporation since May 2012. She holds a BA in Economics from the University of Virginia and an MBA from the University of Texas at Austin, and has long-standing operating and board experience across insurance and financial services. She is the spouse of Hilton H. Howell, Jr., AAME’s Chairman/President/CEO, and the daughter of Harriett J. Robinson, the Company’s controlling shareholder, which has governance implications for independence and related-party oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delta Life Insurance Company | Vice President & Director | Since 1992 | Insurance operating and oversight roles |
| Delta Fire & Casualty Insurance Company | Vice President & Director | Since 1992 | Insurance operating and oversight roles |
| Farmer’s and Merchant’s Bank | Chairman of the Board | Former | Bank governance leadership |
| Premier Bancshares, Inc. | Director | Former | Bank director experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Gray Media, Inc. (formerly Gray Television, Inc.) | Director | Current | Material interlock: Gray paid AAME ~$2.2M (2024) and ~$2.0M (2023) in premiums; spouse is Gray’s Executive Chairman & CEO |
| Forward Arts Foundation | Board member | Current | Civic/non-profit engagement |
| High Museum of Art | Chair of Board & Executive Committee | Prior service | Community leadership |
| Woodruff Arts Center | Governing Board member | Prior service | Community leadership |
Board Governance
- Controlled company status under Nasdaq rules; exempt from majority-independent board and certain nominating/compensation requirements .
- Independent directors designated: Mark E. Preisinger, Joseph M. Scheerer, D. Keehln Wheeler. Mrs. Howell is not independent (family of controlling shareholder and spouse of CEO) .
- No lead independent director; executive sessions held at least annually and as needed .
- Nominating: no separate nominating committee or formal process; controlling shareholder and board address nominations .
- Compensation Committee has no written charter and does not engage a compensation consultant; may solicit CEO input on other officers’ performance; composed of independent directors (Preisinger—Chair, Wheeler, Scheerer) .
- Audit Committee (Wheeler—Chair, Scheerer, Preisinger) is fully independent; Scheerer designated “audit committee financial expert”; met 4 times in 2024 and 8 times in 2023 .
| Board/Committee | Composition | Howell’s Role | Chair? | Meetings 2023 | Meetings 2024 |
|---|---|---|---|---|---|
| Board of Directors | 6 directors | Director | No | 3 | 4 |
| Executive Committee | H.H. Howell Jr., D.K. Wheeler, R.R. Howell | Member | No | Not disclosed | Not disclosed |
| Audit Committee | Wheeler (Chair), Scheerer, Preisinger | Not a member | — | 8 | 4 |
| Stock Option & Compensation Committee | Preisinger (Chair), Wheeler, Scheerer | Not a member | — | 2 | 1 |
Attendance and engagement:
- Each current Director attended all meetings of the Board and committees of which they were members in 2023 and 2024; all directors attended the 2024 annual meeting .
Fixed Compensation
Policy: Directors receive $20,000 per Board meeting and $2,000 per committee meeting; no equity awards were made to directors in 2023–2024 under the 2022 Equity & Incentive Plan; expenses reimbursed .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $80,000 | $80,000 |
| Stock Awards ($) | $0 | $0 |
| Total ($) | $80,000 | $80,000 |
Performance Compensation
- No director equity awards in 2023 or 2024 .
- Prior equity: In 2022 each non-employee Director received restricted stock valued at $30,600, vesting fully on May 8, 2023 (time-based; no performance metrics disclosed) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Director restricted stock grant value ($) | $30,600 (grant year) | — | — |
| Vesting date | May 8, 2023 | — | — |
| Option awards to directors | None disclosed | None | None |
Other Directorships & Interlocks
| Entity | Relationship/Role | Transaction/Interlock | Amount/Terms |
|---|---|---|---|
| Gray Media, Inc. | Mrs. Howell—Director; Mr. Howell—Executive Chairman & CEO | Related-party revenue (voluntary employee benefits premiums) | ~$2.2M (2024) and ~$2.0M (2023) paid to AAME |
| 4370 Peachtree LLC (HQ landlord) | Controlled by Harriett J. Robinson (Mrs. Howell’s mother) | Office lease | ~$1.2M paid in 2024 and ~$1.2M in 2023; annual rent ≈ $0.5M plus pro rata expenses; terminable on 12 months’ notice |
| Delta Life Insurance Company | Controlled by Harriett J. Robinson; Mr. and Mrs. Howell are officers/directors/shareholders | Holds all 55,000 shares of AAME Series D Preferred; cumulative dividends; potential convertibility subject to conditions | ~$0.4M dividends paid in 2024 and ~$0.4M in 2023; accrued but unpaid $17,722 at 12/31/2024 and 12/31/2023 |
Expertise & Qualifications
- Insurance sector operating experience (Delta Life; Delta Fire & Casualty); public company board experience (Gray Media, Inc.); prior bank governance roles; extensive civic leadership, providing stakeholder insight and community profile benefits .
Equity Ownership
| Metric | Mar 13, 2024 | Mar 12, 2025 |
|---|---|---|
| Total beneficial common shares | 3,988,356 | 3,988,356 |
| Percent of class | 19.55% | 19.55% |
| Breakdown: trust shares | 3,954,281 (trust for her benefit; trustee H.J. Robinson) | 3,954,281 |
| Breakdown: IRA shares | 2,175 | 2,175 |
| Shares outstanding (reference) | 20,402,288 | 20,402,288 |
Hedging/pledging:
- No formal hedging policy; short sales and trading in puts/calls/derivatives prohibited (pledging not addressed) .
Ownership alignment:
- Significant “skin in the game” through 19.55% beneficial ownership; however concentration reflects family control dynamics (Mrs. Howell’s mother beneficially owns ~74.60% of common and 100% of Series D Preferred through controlled entities) .
Say-on-Pay & Shareholder Feedback (Context for Board Oversight)
| Item | 2025 Voting Results |
|---|---|
| Say-on-pay (advisory) | For: 16,287,474; Against: 385,451; Abstain: 22,308; Broker non-vote: 2,075,886 |
| Frequency of say-on-pay | 3 Years: 12,103,165; 2 Years: 4,096,768; 1 Year: 471,198; Abstain: 24,102; Company will hold say-on-pay every three years |
Director election support (2025):
- Robin R. Howell received 16,043,909 For votes; 651,324 Withhold; 2,075,886 broker non-votes, indicating strong shareholder support in a controlled-shareholder context .
Governance Assessment
Strengths
- High attendance; Board met 4 times in 2024 and 3 times in 2023 with 100% attendance by all directors; audit committee fully independent with designated “financial expert” and regular meetings (4 in 2024; 8 in 2023) .
- Strong shareholder support for director elections and say-on-pay; frequency set at three years, enabling longer-term compensation oversight .
Risks and RED FLAGS
- Controlled company structure with CEO as Chair and no lead independent director; nominations handled without a formal process; Compensation Committee lacks a written charter and does not engage an independent consultant—may seek CEO input on peers—raising risks of insularity and limited challenge to management .
- Material related-party transactions involving family-controlled entities: HQ lease with 4370 Peachtree LLC ($1.2M/year), Series D Preferred owned by Delta Life ($0.4M dividends/year; potential convertibility), and Gray premiums paid to AAME (~$2.2M in 2024; ~$2.0M in 2023), where Mrs. Howell serves as Director and Mr. Howell is Executive Chairman & CEO—requiring robust Audit Committee oversight and clear recusal practices .
- Independence: Mrs. Howell is not independent (family of controlling shareholder and spouse of CEO); membership on the Executive Committee alongside her spouse and another director may concentrate decision-making between meetings .
- No formal hedging policy (though short sales/derivatives are prohibited); pledging policy not disclosed—potential misalignment risks if pledging were present (no disclosure indicating pledging) .
Implications for board effectiveness and investor confidence
- Significant personal and family ownership aligns incentives for long-term value but, combined with related-party transactions and controlled-company exemptions, heightens minority shareholder governance risk. Vigilance around Audit Committee reviews of related-party dealings, transparent recusal protocols, and strong independent director voice is critical to sustain investor confidence .