Scott D. Wollney
About Scott D. Wollney
Scott D. Wollney, age 57, has served on FGNX’s Board since March 30, 2015 and currently chairs the Audit Committee, where the Board has designated him the “audit committee financial expert.” He also serves on the boards of FG Merger II Corp. and FG Merger III Corp., and is President/CEO/Director of Atlas Financial Holdings, Inc., bringing 30+ years of property & casualty insurance, reinsurance, and financial services experience. He holds an MBA from Northwestern’s Kellogg School of Management and a BA from the University of Illinois.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avalon Risk Management, Inc. | Co‑founder; President | Co‑founded 1998; President 2002–2008 | Built insurance brokerage capabilities; operating leadership |
| Lincoln General Insurance Company (subsidiary of KAI) | President & CEO | May 2008–March 2009 | Led P&C insurer operations |
| Kingsway America Inc. (KAI) | President & CEO | July 2009–December 2010 | Led P&C holding company; strategic/financial oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Atlas Financial Holdings, Inc. | President, CEO, Director | Since December 2010 | Specialty commercial insurance holding company leadership |
| FG Merger II Corp. | Director | Since October 2023 | SPAC board member |
| FG Merger III Corp. | Director | Since November 2023 | SPAC board member |
| FG Reinsurance (FGNX subsidiary) | Director | Current | Subsidiary board oversight |
Board Governance
- Independence: The Board has determined Wollney is independent under Nasdaq and SEC rules.
- Attendance: In 2024, the Board met 16 times; no director attended fewer than 75% of Board and applicable committee meetings.
- Audit Committee engagement: Audit Committee held 7 meetings in 2024; Wollney is the committee chair and the Board’s “audit committee financial expert.”
- Executive sessions: Independent directors meet in executive session without management present.
- Leadership structure: CEO also serves as Chairman; the Board has not appointed a lead independent director, relying on fully independent committees for oversight.
| Committee | Membership | Role |
|---|---|---|
| Audit Committee | Member | Chair (“C”) |
| Compensation & Management Resources Committee | Not listed | — |
| Nominating & Corporate Governance Committee | Not listed | — |
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $50,000 | Director program (2024 terms) |
| Audit Committee Chair Retainer | $15,000 | Committee chair fee |
| Committee Member Fee | $2,000 | Per committee membership (excluding committee chairs) |
| Annual RSU Grant (Directors) | $50,000 | Director equity; 2024 grants issued in 2025 |
| Chairman of the Board Additional Retainer | $75,000 | Not applicable to Wollney |
| 2024 Director Compensation (Wollney) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 10,000 | Special committee retainer for SGE merger review |
| Stock Awards | 117,500 | Retainers paid in stock + annual RSUs |
| Total | 127,500 | Sum of cash + stock awards |
Performance Compensation
| Equity Component | Detail |
|---|---|
| Annual RSU Grant (Directors) | $50,000 value per director (2024 grants issued in 2025) |
| RSUs Outstanding (Wollney, 12/31/2024) | 2,238 RSUs |
The proxy describes annual director RSUs and retainer equity but does not specify performance metric targets (e.g., revenue, EBITDA, TSR) tied to director compensation; awards appear to be time‑based RSUs.
Other Directorships & Interlocks
| Company | Role | Interlock/Context |
|---|---|---|
| FG Merger II Corp. | Director | Part of FGNX-affiliated SPAC ecosystem; broader Board SPAC ties disclosed |
| FG Merger III Corp. | Director | Part of FGNX-affiliated SPAC ecosystem |
| Atlas Financial Holdings, Inc. | President, CEO, Director | External insurance leadership role |
- Related party oversight: Transactions with related persons are reviewed/overseen by the Audit Committee or a committee of independent directors. No transactions specifically naming Wollney were disclosed for 2023–Record Date.
Expertise & Qualifications
- Audit committee financial expert designation; chairs the Audit Committee.
- 30+ years of operating/leadership experience across P&C insurance, reinsurance, and brokerage.
- MBA (Northwestern Kellogg) and BA (University of Illinois).
Equity Ownership
| Item | Value |
|---|---|
| Total Beneficial Ownership (Shares) | 8,575 shares; <1% of outstanding |
| RSUs Outstanding (12/31/2024) | 2,238 RSUs |
| Hedging/Pledging Policy | Company prohibits hedging and pledging by directors and employees |
| Director Ownership Guidelines | Equity ownership encouraged; no formal numeric guideline disclosed |
Insider Trades & Compliance
| Filing Date | Form | Description | Note |
|---|---|---|---|
| Nov 26, 2024 | Form 4 | One common stock sale transaction | Reported as late filing by the Company |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair; designated audit committee financial expert; Audit Committee met 7x in 2024; Board-wide attendance ≥75% in 2024; independent director executive sessions. These support robust financial oversight and engagement.
- Alignment: Director retainers paid in stock during 2024 and annual RSU grants for directors enhance ownership alignment.
- Policies: Prohibition on hedging/pledging of company securities supports long-term alignment and risk management.
- Red flags/Risks: Late Form 4 filing (Nov 26, 2024) for Wollney indicates a compliance lapse; monitor for recurrence.
- Oversight context: Combined CEO/Chairman with no lead independent director increases reliance on committee independence and rigor; current structure includes fully independent Audit/Comp/Nominating committees.