Mack Mattingly
Atlanticus HoldingsAbout Mack F. Mattingly
Independent director of Atlanticus Holdings Corporation since 1999; age 94 as of the 2025 proxy record date. Former U.S. Senator (Georgia, 1981–1987), Assistant Secretary General for Defense Support at NATO (1987), and U.S. Ambassador to the Republic of the Seychelles (1992). Earlier career included 20 years at IBM and four years in the U.S. Air Force; self-employed entrepreneur, speaker and author since 1993. Board has determined he is independent under Nasdaq/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Senate | U.S. Senator (Georgia) | 1981–1987 | Chaired Military Construction Appropriations, Legislative Branch, and Congressional Operations & Oversight Subcommittees; member of Appropriations, Banking & Housing, Governmental Affairs, Joint Economic Committees . |
| NATO | Assistant Secretary General for Defense Support | 1987 | Senior defense support leadership; awarded Secretary of Defense Medal for Outstanding Public Service (1988) . |
| U.S. Department of State | Ambassador to the Republic of the Seychelles | 1992 | Diplomatic leadership . |
| IBM Corporation | Manager/Executive (details not specified) | 20 years (pre-1981) | Corporate experience in technology and operations . |
| U.S. Air Force | Service member | 4 years | Military service foundations . |
| Self-employed | Entrepreneur, speaker, author | Since 1993 | Ongoing private sector engagement . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current or prior public-company directorships disclosed beyond Atlanticus . |
Board Governance
- Board composition and independence: seven directors; independent directors include Mack F. Mattingly .
- Committee memberships (2024 activity reported in 2025 proxy):
- Audit Committee: Member; Audit met five times in 2024; Chair is Dennis H. James, Jr.; Mattingly is a member; committee designated an “audit committee financial expert” (James) .
- Compensation Committee: Member; Compensation met four times in 2024; Chair is Joann G. Jones; Mattingly is a member .
- Board meetings and attendance: Board met four times in 2024; each incumbent director attended at least 75% of Board and committee meetings; policy requires director attendance at annual meetings; all seven directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of independent directors are scheduled .
Fixed Compensation
| Component | 2023 | 2024 | 2025 (structure/current grants) |
|---|---|---|---|
| Annual cash retainer (independent directors) | $50,000 | $50,000; unchanged for 2025 | Expected unchanged for 2025 per compensation schedule . |
| Board meeting fee | $3,000 per meeting | $3,000 per meeting | $3,000 per meeting . |
| Committee meeting fee | $1,500 per meeting | $1,500 per meeting | $1,500 per meeting . |
| Chair fees | Audit: $25,000; Compensation/Nominating: $10,000; Social Impact: $25,000 (not applicable to Mattingly; he is not a chair) | Same; Mattingly not a chair | Same . |
| Mack F. Mattingly – Cash fees earned | $71,000 | $75,500 | N/A (2025 fees not yet disclosed) |
Performance Compensation
| Equity Award Detail | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual restricted stock grant (shares) | 2,000 shares granted Jan 2, 2024 for service in 2024; vests 50% in year 1 and 50% in year 2 | Included in 2024 stock award value; RS outstanding at year-end 2024 shown below | 1,150 shares granted Jan 2, 2025; vests 50% annually over two years . |
| Stock awards (grant-date fair value) | $60,260 (Mattingly) | $75,360 (Mattingly) | Not disclosed. |
| Vesting terms | Two equal annual installments (time-based) | Two equal annual installments (time-based) | Two equal annual installments (time-based) . |
Performance metric framework (directors): No performance conditions disclosed for director equity; awards are time-based; no revenue/EBITDA/TSR or ESG metrics tied to director compensation .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; Mattingly served on Compensation Committee alongside Hudson and Jones; no insider participation or relationships requiring related-party disclosure .
- Shared directorships with competitors/suppliers/customers: None disclosed .
Expertise & Qualifications
- Public policy and oversight: Senior legislative and appropriations experience; regulatory and governmental affairs expertise .
- Defense and international affairs: NATO defense support leadership; ambassadorial experience .
- Corporate/technology: IBM tenure provides operational and corporate perspective .
- Community/governance: Brings insight into governmental, regulatory, and community affairs valued by the Board .
Equity Ownership
| Metric | As of 2023 Record Date | As of 2025 Record Date |
|---|---|---|
| Total beneficial ownership (shares) | 16,300 shares (Mattingly) | 17,450 shares (Mattingly) |
| Percent of class | <1% (*) | <1% (*) |
| Restricted stock included in beneficial ownership footnote | 3,150 shares; sole voting, no investment power | 2,150 shares; sole voting, no investment power |
| Shares pledged as collateral | None disclosed for Mattingly | |
| Hedging/short sales policy | Short sales prohibited for directors and executive officers . |
Governance Assessment
- Committee roles and engagement: Active member of Audit and Compensation Committees with regular meeting cadence (Audit: 5 in 2024; Compensation: 4 in 2024), supporting oversight of financial reporting, risk, and pay practices .
- Independence and attendance: Affirmed independent; attended at least 75% of Board/committee meetings; consistent attendance policy and annual meeting participation by all directors .
- Director pay mix and alignment: Balanced cash retainer and per-meeting fees supplemented by time-based restricted stock grants (2,000 shares in 2024; 1,150 shares in 2025), promoting ongoing alignment via equity without performance hurdles (typical for director pay) .
- Related-party exposure: No related-party transactions attributed to Mattingly; Compensation Committee disclosed no interlocks/insider participation; company’s RPTs primarily involve entities affiliated with the Hannas and are subject to Audit Committee review and pre-approval .
- Executive sessions and oversight: Independent director executive sessions held; strong committee authority to retain independent advisors; formal insider trading policy and compensation clawback framework (for executives) indicate governance rigor .
Signals for investors
- Stability: Long tenure and active committee participation support continuity of oversight .
- Alignment: Ongoing equity grants to independent directors with multi-year vesting (no hedging via short sales) support alignment; Mattingly’s ownership remains under 1% with restricted shares included .
- Conflicts: No conflicts or related-party ties disclosed for Mattingly; committee interlocks absent; RPT controls in place .
No RED FLAGS identified for Mattingly in the latest proxies (no low attendance, no pay anomalies, no related-party transactions). Notable considerations: advanced age and long tenure may warrant ongoing evaluation of board refreshment, but independence and engagement are affirmed in disclosures .