David Solimine
About David Solimine
David Solimine (age 45) has served as an independent director of Atlantic International Corp. since June 25, 2024. He is President & CEO of Kore Insurance Holdings, LLC (founded 2012), and previously served as President of Sales & Marketing at EMAR Group, Inc. (acquired by Wells Fargo Insurance Services, where he was the largest Insurance Sales Producer on the East Coast for many consecutive years) and Head of Marketing at Princeton Securities (1999–2001). He holds a B.S. in Business/Economics from Brown University and is Property & Casualty licensed throughout the U.S.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EMAR Group, Inc. (acquired by Wells Fargo Insurance Services) | Principal; President of Sales & Marketing | 2001–2008 | Built sales capability; transition to Wells Fargo; subsequently top insurance producer on East Coast for many consecutive years |
| Princeton Securities | Head of Marketing | 1999–2001 | Led marketing initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kore Insurance Holdings, LLC (private) | President & CEO | 2012–present | High-volume insurance agency with offices in NJ and FL |
Board Governance
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Committee assignments and roles:
- Audit Committee: Member; Audit Chair is David Pfeffer; all members (including Solimine) attended 100% of 3 meetings in 2024 .
- Nominating & Corporate Governance Committee: Chair (Solimine) .
- Compensation Committee: Member; Chair is Jeff Kurtz .
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Independence and structure:
- Board determined Solimine is independent under Nasdaq Rule 5605(a)(2); he also meets audit committee independence under SEC Rule 10A‑3 .
- Company has no Lead Independent Director; CEO serves as Interim Chair; majority of directors and all committee members are independent .
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Attendance and engagement:
- Board held 4 meetings in 2024; no director attended fewer than 80% of board and committee meetings they were assigned to .
- Audit Committee met 3 times in 2024; 100% attendance by all members .
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Additional governance context:
- Bylaws quorum for the 2025 AGM amended to one‑third of voting power (from a majority); indicative of lowered threshold for conducting shareholder business .
Fixed Compensation
| Component | Structure/Amount | Period | Notes |
|---|---|---|---|
| Cash retainer | $5,000 per month, payable quarterly | Program policy | For non‑employee directors; reimbursed pre‑approved expenses |
| Fees earned (cash) | $— | FY 2024 | Solimine reported no cash fees accrued for 2024 |
| Equity grant (initial) | 161,290 options OR RSUs | Granted upon Lyneer Merger completion (June 18, 2024) | Policy states initial stock option award of 161,290 shares vesting monthly over one year; separate disclosure states 161,290 RSUs to each of Kurtz, Solimine, Pfeffer vest monthly over one year |
| Equity fair value (grant-date) | $450,005 | FY 2024 | Reported as “Option Awards” for Solimine |
Note: The proxy’s compensation narrative references both “initial stock option award” and “RSUs” for the same 161,290-share director grant; Solimine’s 2024 compensation table reports these as option awards valued at $450,005 .
Performance Compensation
| Item | Details |
|---|---|
| Performance metrics tied to director equity | None disclosed for director grants; vesting described as time-based monthly over one year |
| Equity award timing policy | Company states equity grants (options/RSUs) to directors are timed independent of material nonpublic information releases |
| Non‑employee director annual cap | Total cash + other compensation + grant-date value of awards capped at $1,000,000 per calendar year (exceptions only in extraordinary circumstances; recipient cannot participate in decision) |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in Solimine’s proxy biography |
Expertise & Qualifications
- Insurance industry operator with extensive experience in employment-related issues; CEO-level leadership in private insurance distribution .
- Brown University B.S. in Business/Economics; Property & Casualty licensed nationwide .
- Independent director under Nasdaq standards; audit committee eligibility under SEC Rule 10A‑3 .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Footnotes |
|---|---|---|---|
| David Solimine | 161,290 | <1% (“*”) | Footnote indicates the 161,290 RSUs granted upon Merger vest monthly over one year; outstanding shares 58,375,488 as of May 19, 2025 |
Governance Assessment
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Strengths
- Independent director with committee leadership (Chair, Nominating & Corporate Governance) and membership across Audit and Compensation—supports oversight breadth .
- Audit Committee engagement strong (100% attendance in 2024) indicating active financial oversight participation .
- Equity-based compensation aligned with shareholder outcomes via equity ownership; beneficial ownership includes the director RSU grant vesting schedule .
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Watch items / RED FLAGS
- Board lacks a Lead Independent Director; CEO also serves as Interim Chairman, which concentrates leadership roles and may limit independent agenda setting .
- Corporate bylaws reduced AGM quorum to one‑third of voting power ahead of the 2025 meeting, a defensive governance posture that can dilute shareholder influence .
- Compensation disclosure shows policy cash retainer ($5,000/month) but $— cash accrued for Solimine in 2024; monitor consistency of cash/equity mix and adherence to director award caps .
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Conflicts/Related parties
- Proxy reports no material related-party transactions since Jan 1, 2024 other than those disclosed; the disclosed note extension involves St. Laurent Investments LLC and is not tied to Solimine .
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Shareholder oversight signals
- Directors (including Solimine) were re-elected at the 2025 AGM, maintaining board continuity through another cycle .
Committee Map
| Committee | Role | Key Responsibilities |
|---|---|---|
| Nominating & Corporate Governance | Chair (Solimine) | Director nominations; governance guidelines/policies |
| Audit | Member | Financial reporting oversight; auditor independence; ICFR |
| Compensation | Member | Director/executive compensation review; independence per Nasdaq Rule 5605(d)(2) |
Director Compensation Snapshot (FY 2024)
| Name | Fees Earned (Cash) | Option Awards (Grant-Date Fair Value) | Total |
|---|---|---|---|
| David Solimine | $— | $450,005 | $450,005 |
Director Grant and Vesting Disclosure
| Grant Type | Shares | Vesting | Event/Date |
|---|---|---|---|
| RSUs (director fees) | 161,290 | Vest equally monthly over one year | Upon completion of Lyneer Merger (June 18, 2024) |
| Initial stock options (program policy) | 161,290 | Vests monthly in arrears over one year | Non‑employee director program narrative |
Equity award timing policy: grants occur independent of MNPI disclosures .
Plan guardrail: Director total comp capped at $1,000,000 per year (cash + grant-date value of awards) .
Attendance and Engagement (2024)
| Body | Meetings Held | Solimine Attendance |
|---|---|---|
| Board of Directors | 4 | No director attended <80% of board/committee meetings |
| Audit Committee | 3 | 100% for all members (includes Solimine) |
Independence and Structure
| Item | Status |
|---|---|
| Director Independence | Independent under Nasdaq Rule 5605(a)(2); Audit independence Rule 10A‑3 |
| Lead Independent Director | None (CEO is Interim Chairman) |
Beneficial Ownership (as of May 19, 2025)
| Holder | Shares | % |
|---|---|---|
| David Solimine | 161,290 | <1% |
| Shares Outstanding | 58,375,488 | — |
Equity Ownership
- Total beneficial ownership reported: 161,290 shares/units; footnote indicates RSUs granted upon merger vest monthly over one year; ownership is less than 1% of outstanding shares as of May 19, 2025 .
Governance Assessment (Implications for Investors)
- Board effectiveness: Solimine’s cross-committee roles and 100% audit attendance support effective oversight; his governance chair role is a positive for nomination processes and policy development .
- Alignment: Equity-heavy director pay and reported ownership provide alignment, but verify future grants and adherence to the plan’s $1,000,000 cap; clarity between option vs RSU accounting classifications should be monitored in subsequent proxies .
- Confidence signals: Re-election in 2025 indicates shareholder continuity; however, the bylaw quorum reduction ahead of the AGM is a governance concern that may reduce shareholder leverage in contested matters .
- Conflicts: No director-specific related-party transactions for Solimine disclosed; continue monitoring given his external operating role in insurance and any future vendor/customer relationships with ATLN .