Scott G. Thompson
About Scott G. Thompson
Scott G. Thompson, 80, has served as a Director of Atlantic American Corporation since February 1996. A certified public accountant, Thompson has spent virtually his entire career at American Southern Insurance Company (an AAME subsidiary), currently serving as its Chairman of the Board; he previously served as President & CEO (since 2004) and, before that, President & CFO (since 1984) . The board’s identified independent directors do not include Thompson, reflecting his close ties to the subsidiary and the company’s controlled status .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Southern Insurance Company (AAME subsidiary) | Chairman of the Board | Current (as of 2025) | Provides insights into the subsidiary’s business model and niche products |
| American Southern Insurance Company | President & CEO | Since 2004 (prior role) | Leadership of subsidiary operations |
| American Southern Insurance Company | President & CFO | Since 1984 (prior role) | Finance leadership at subsidiary |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships (last 5 years) | — | — | No other public company directorships disclosed in the director biography section, which would list such roles if any |
Board Governance
- Independence status: AAME is a Nasdaq “controlled company”; the board has determined that Mark E. Preisinger, Joseph M. Scheerer, and D. Keehln Wheeler are independent. Thompson is not listed among independent directors .
- Committee assignments: Standing committees are Executive (H. Howell, R. Howell, Wheeler), Stock Option & Compensation (Preisinger—Chair, Scheerer, Wheeler), and Audit (Wheeler—Chair, Scheerer, Preisinger). Thompson is not a member of these committees .
- Attendance: The board met four times in 2024, and each current director attended all meetings of the board and of committees on which they served .
- Executive sessions: Independent directors hold executive sessions as needed, but at least annually at the first regular board meeting each year .
- Board leadership: CEO also serves as Chairman; no Lead Independent Director designated .
- Audit Committee quality: All members are independent and financially literate; Scheerer is designated as an “audit committee financial expert”; the Audit Committee has a written charter and met four times in 2024 .
- Director election support: At the May 13, 2025 annual meeting, Thompson received 16,065,381 votes “For” and 629,852 “Withhold” (2,075,886 broker non-votes) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 80,000 | 80,000 |
| Stock Awards ($) | -0- | -0- |
| All Other Compensation ($) (Board service) | -0- (excludes compensation received as an employee of a subsidiary) | -0- (excludes compensation received as an employee of a subsidiary) |
| Total ($) | 80,000 | 80,000 |
| Director Fee Policy | Amount |
|---|---|
| Per Board meeting fee ($) | 20,000 |
| Per committee meeting fee ($) | 2,000 |
| Equity grants to directors in 2023–2024 | None (no equity awards in 2023 or 2024) |
| Prior equity (reference) | 2022 restricted stock grant of $30,600 to each non-employee director; vested May 8, 2023 |
Performance Compensation
| Performance-Linked Element | 2023 | 2024 | Notes |
|---|---|---|---|
| RSU/Stock awards (grant-date fair value) | -0- | -0- | No equity awards to directors in 2023 or 2024 |
| Option awards | None disclosed | None disclosed | Directors are eligible under the 2022 Plan, but none granted in 2023–2024 |
| Performance metrics tied to director pay | None disclosed | None disclosed | Director compensation is per-meeting cash; no disclosed performance metrics |
Other Directorships & Interlocks
| Organization | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| American Southern Insurance Company | AAME subsidiary | Chairman of the Board | Subsidiary leadership; board has not designated Thompson as independent; independent directors are Preisinger, Scheerer, Wheeler |
| Other public company boards | — | — | None disclosed in biography |
Expertise & Qualifications
- Certified public accountant; decades of insurance operating and financial leadership at AAME’s subsidiary, American Southern .
- Provides historical and niche-market perspective for the subsidiary’s operations .
- Not designated as the Audit Committee’s financial expert (Scheerer holds that designation) .
Equity Ownership
| Item | Detail |
|---|---|
| Common shares beneficially owned | 145,959 shares |
| Ownership as % of common | <1% (asterisked as below 1%) |
| Shares pledged as collateral | Not disclosed in proxy; no pledging policy disclosed |
| Hedging/derivatives policy | No formal hedging policy; company prohibits short sales and trading in puts, calls and other derivatives of company stock |
| Director stock ownership guidelines | Not disclosed |
Say-on-Pay and Shareholder Feedback (Context)
| Item | Votes |
|---|---|
| Advisory vote on executive compensation (2025) | For: 16,287,474; Against: 385,451; Abstain: 22,308; Broker Non-Vote: 2,075,886 |
| Auditor ratification (2025) | For: 18,669,634; Against: 4,832; Abstain: 96,653 |
| Frequency of say-on-pay | Three Years: 12,103,165; Two Years: 4,096,768; One Year: 471,198; Abstain: 24,102 |
Governance Assessment
-
Strengths
- Long-tenured operator with CPA credential and deep insurance expertise; institutional knowledge of AAME’s key subsidiary .
- Board and committee attendance was perfect in 2024 (all directors attended all board/committee meetings on which they served) .
- Audit Committee fully independent and financially literate; charter in place; SEC-designated financial expert (Scheerer) .
- 2025 director election support for Thompson (16.1M For vs. 0.63M Withhold) indicates shareholder backing at the latest meeting .
-
Risk indicators and red flags
- Controlled company: majority ownership by the Robinson/Howell family exempts AAME from several Nasdaq independence requirements; only three directors are identified as independent (not including Thompson) .
- Board leadership concentration: CEO also serves as Chairman; no Lead Independent Director designated .
- Compensation governance: Stock Option & Compensation Committee lacks a written charter and did not engage an independent compensation consultant; it met once in 2024 .
- Alignment: Directors received no equity awards in 2023–2024, shifting director pay mix to all-cash per-meeting fees, reducing equity-based alignment (Thompson’s 2024 director pay was $80k, all cash) .
- Hedging policy: No formal hedging policy; while short sales and derivative trading are prohibited, the absence of a full hedging/pledging framework is a governance gap .
- Related-party ecosystem: Significant related-party arrangements involve entities controlled by the family of the controlling shareholder (e.g., headquarters lease; Series D Preferred ownership; Gray insurance premiums), underscoring the importance of robust independent oversight (no such transactions are attributed to Thompson) .
Note: No director-specific related-party transactions, tax gross-ups, or equity pledging were disclosed for Thompson in the latest proxy .