Scott Flanders
About Scott Flanders
Scott N. Flanders, age 68, is Independent Chair of the Board since November 2023 and a director since 2022. He previously served as CEO of eHealth, Inc. (NASDAQ: EHTH), Playboy Enterprises, Freedom Communications, and Columbia House; he holds a B.A. in economics (University of Colorado), a J.D. (Indiana University), and is a Certified Public Accountant, bringing legal, accounting, and operating expertise to FTHM’s board . The Board has determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eHealth, Inc. (NASDAQ: EHTH) | Chief Executive Officer; Director | CEO: May 2016–Oct 2021; Director: Feb 2008–Oct 2021 | Led public health insurance marketplace; operational turnaround experience |
| Playboy Enterprises, Inc. | Chief Executive Officer; Director | CEO: Jul 2009–May 2016; Director: Jul 2009–Dec 2019 | Media operations, brand licensing |
| Freedom Communications, Inc. | President & Chief Executive Officer; Director | Jan 2006–Jun 2009; Director: 2001–2009 | Print/media restructuring |
| Columbia House Company | Chairman & Chief Executive Officer | Sep 1999–Jul 2005 | Scaled subscription media; sale to Bertelsmann |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Fellow, Inc. | Director | Current | Medical diagnostics |
| Digital Media Solutions, Inc. (OTCMKTS: DMSL) | Chairman of the Board | Jun 2023–Feb 2025 | Performance marketing; chaired during transition |
| Flume Ventures | Investment Committee Member | Current | VC governance/oversight |
| Ionic Digital, Inc. (OTCMKTS: IONI) | Director | Current | Digital infrastructure/crypto mining |
Board Governance
- Independence: The Board determined Flanders is independent per NASDAQ rules; he also meets compensation committee independence requirements .
- Chair role: As Chairman, he sets agendas, calls and presides over Board meetings, and shapes Board focus on critical matters .
- Committees (current as of July 1, 2025):
- Audit: Hood (Chair), Rothstein, Gupta, Venable (Flanders not a member) .
- Compensation: Gupta (Chair), Flanders, Murray .
- Nominating & Governance: Venable (Chair), Gupta, Murray, Rothstein .
- Post‑Annual Meeting expected composition (assuming nominees elected): Compensation Committee chaired by Flanders; members Murray and Rothstein . Audit: Hood (Chair), Rothstein, Venable . Nominating & Governance: Venable (Chair), Murray, Rothstein .
- Board and committee activity/attendance: 2024 Board met 7 times; Audit 5; Compensation 4; Nominating & Governance 5. All current directors attended at least 75% of aggregate Board/committee meetings; all attended the 2024 annual meeting .
- Executive sessions: Non‑employee director executive sessions are held regularly .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024, actual) | 90,208 | Includes annual retainer, Chair and committee fees as applicable |
| Policy – Annual Director Retainer (cash) | 50,000 | Non‑employee directors |
| Policy – Independent Board Chair Fee (cash) | 85,000 | Approved January 2024 |
| Policy – Committee Chair Fees (cash) | Audit: 30,000; Compensation: 15,000; Nominating & Governance: 15,000 | Paid quarterly |
| Policy – Committee Member Fees (cash) | Audit: 10,000; Compensation: 7,500; Nominating & Governance: 5,000 | Paid quarterly |
| Travel Reimbursement | Covered for in‑person meetings | 4 in‑person meetings/year |
Performance Compensation
| Equity Component | Grant Date | Shares/Units | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Stock Awards (2024, actual) | 08/19/2024 | 43,478 RSUs | 100,000 | Vest in full on 08/18/2025 | Director annual grant (time‑based vesting) |
| Options Outstanding | N/A | 13,078 (all exercisable) | — | Already vested | Legacy director options |
- Performance metrics: Director equity grants are time‑vesting; no performance metrics disclosed for director awards. The 2019 Plan permits performance‑based awards with metrics (e.g., revenue, margins, TSR), but director grants disclosed here are time‑based .
Other Directorships & Interlocks
| Company | Overlap/Interlock | Risk Note |
|---|---|---|
| Digital Media Solutions, Inc. (OTCMKTS: DMSL) | Flanders served as Chairman Jun 2023–Feb 2025 | External leadership role; monitor time commitments |
| Ionic Digital, Inc. (OTCMKTS: IONI) | Flanders is Director | Crypto infrastructure exposure |
| Fellow, Inc. | Flanders is Director | Diagnostics sector |
Expertise & Qualifications
- Education: B.A. in Economics (University of Colorado); J.D. (Indiana University) .
- Credentials: Certified Public Accountant .
- Executive experience: Multi‑decade CEO/Chair roles in tech/media/insurance; legal/accounting background .
- Board skills: Operations, strategy, finance; meets independence standards; expected to chair Compensation Committee post‑meeting .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 1,597,074 |
| Ownership % of Shares Outstanding | 5.7% (28,149,753 shares outstanding as of 07/01/2025) |
| Known Components | 90,000 shares held in trust for grandchildren with voting control ; 13,078 options (exercisable) ; 43,478 RSUs vesting 08/18/2025 |
| Pledging/Hedging | Insider Trading Policy strongly discourages hedging or pledging; no pledges disclosed for Flanders |
Insider Trades
| Date (Transaction/Report) | Security | Shares | Form | Notes |
|---|---|---|---|---|
| 08/19/2024 (grant); reported 09/11/2024 | RSUs | 43,478 | Form 4 (late) | Annual director RSU grant; company flagged late Section 16(a) filing |
Related Party & Conflict Review
| Transaction | Date/Amount | Parties | Note/Risk |
|---|---|---|---|
| Senior Secured Convertible Notes (private placement) | Sep 2024; $5.0M principal; $4.9M net proceeds | Existing >5% shareholder and Chairman of the Board (Flanders) | Potential conflict: insider financing participation; requires robust Audit Committee oversight |
| Board Participation in Equity Offering | Mar 2025; 832,639 shares at $0.72; ~$0.6M gross, ~$0.5M net to company | Members of the Board | Insider participation in capital raise; alignment signal but conflict potential; ensure equitable terms |
| Office leases with employee‑affiliated entities | 2024 & 2023; $0.4M each year | Employee‑affiliated landlords | Related‑party transactions; Audit Committee approval expected |
| Marketing services from related parties | 2024 & 2023; ~$0.4M each year | Related parties | Ongoing related spend; requires continued monitoring |
- Process controls: Audit Committee reviews/approves related‑party transactions per charter; conflicted members recused; factors considered include nature/amount/material terms .
Governance Assessment
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Strengths
- Independent Chair with deep CEO/finance background; legal and CPA credentials enhance oversight quality .
- Expected Compensation Committee chairmanship consolidates accountability for pay practices; board holds regular executive sessions .
- High ownership alignment: 5.7% beneficial stake by Flanders; director equity grants in RSUs (time‑based) reinforce alignment .
- Clawback policy aligned with Dodd‑Frank for executive incentive compensation; robust committee charters and activity levels disclosed .
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Watch items / RED FLAGS
- Insider financing: Chairman’s participation in senior secured convertible notes (Sep 2024) presents conflict risk; continued audit oversight and transparent terms disclosure are critical .
- Insider participation in March 2025 equity raise may invite scrutiny on pricing and process fairness; ensure independent director approvals and recusal .
- Late Section 16(a) Form 4 filing noted for the Aug 2024 grant (reported Sep 11, 2024); minor compliance lapse but worth tracking for recurrence .
- Multiple external board commitments (DMSL through Feb 2025; IONI; Fellow) warrant monitoring for time/attention constraints given FTHM chair role .
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Overall: Flanders’ independence and financial/legal expertise support board effectiveness; alignment via equity ownership is positive. Related‑party capital transactions require continued strong committee governance and transparent disclosure to maintain investor confidence .