William Howard
About William D. Howard
William D. Howard, age 65, has served as an independent director of Health In Tech, Inc. since December 2024. He is a career attorney and partner at Howard Law Group since 1984, with decades of legal and insurance industry experience. He holds a B.A. in Chemistry and Economics from Kalamazoo College (1981) and a J.D. from Washington University (1984). His board credentials emphasize legal expertise and governance, and he currently chairs the Nominating and Corporate Governance Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Howard Law Group | Attorney, Partner | 1984–present | Long-standing legal practice; experience in insurance-related legal matters supports board risk oversight and governance rigor. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (past 5 years public company boards) | — | — | HIT’s proxy lists other public company directorships for directors where applicable; none listed for Howard. |
Board Governance
- Committee memberships: Audit Committee member; Compensation Committee member; Nominating and Corporate Governance Committee Chair.
- Independence: Board determined Howard is independent (all directors independent except CEO Tim Johnson and CFO Julia Qian).
- Board meetings/attendance: No board meetings held in 2024 due to IPO timing; 2025 attendance not disclosed.
- Insider trading policy: Prohibits directors/officers/≥10% holders from margining Company securities, short sales, and trading derivatives; hedging and pledging via margin are restricted.
- Clawback policy: Applies to incentive compensation of current/former executive officers; not director equity.
- Related-party transactions oversight: Audit Committee pre-approves and reviews related-party transactions; no Howard-specific related party exposures disclosed.
Fixed Compensation
| Component | Amount | Timing/Terms | Notes |
|---|---|---|---|
| Annual Board Retainer (Cash) | $40,000 | Paid quarterly | Part of $120,000 total retainer. |
| Committee Chair Fees (Cash) | $10,000 (Nominating & Governance) | Paid quarterly | Howard is Nom/Gov Chair; Audit Chair $20,000 and Compensation Chair $10,000 are not applicable to him. |
| Meeting Fees | Not disclosed | — | No separate meeting fees disclosed. |
Performance Compensation
| Component | Amount/Fair Value | Vesting/Performance Metrics | Notes |
|---|---|---|---|
| Annual Equity (Restricted Stock) | $80,000 | Vests after one year of board service; time-based, no disclosed performance metrics | Granted at annual meeting for continuing directors; prorated for new directors. |
| Performance-based equity for directors | Not disclosed | Not applicable | Plan permits performance awards generally, but director grants are time-based RS. |
No director bonus, options, or PSU performance metrics tied to director compensation are disclosed; director equity is solely time-based vesting.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (current/past 5 years) | None disclosed for Howard. |
| Compensation Committee interlocks | None; no insider participation by committee members in past fiscal year. |
Expertise & Qualifications
- Legal and insurance industry experience spanning decades; strengthens audit/related-party oversight and governance deliberations.
- As Nom/Gov Chair, oversees director selection, governance guidelines, and annual self-evaluation processes.
- Independence and committee breadth (Audit, Compensation, Nom/Gov) support board effectiveness in risk, pay, and governance domains.
Equity Ownership
| Holder | Class A Shares Beneficially Owned | % of Class A | Class B Shares | % of Class B | Voting Power % | Notes |
|---|---|---|---|---|---|---|
| William D. Howard | 128,474 | <1% | — | — | — | Includes 128,474 restricted stock; no options/warrants disclosed. |
| Approx. Value of Holdings (reference price) | ~$350,758 (=128,474×$2.73) | — | — | — | — | Price reference: $2.73 last sale on Sep 5, 2025; illustrative only. |
Ownership guidelines: Not disclosed for directors; Section 16 compliance indicates filings timely with one late Form 3 for another individual (not Howard).
Governance Assessment
- Board roles and independence: Howard’s independence and leadership as Nom/Gov Chair are positives for board effectiveness (skills matrix, evaluations, governance guidelines).
- Pay and alignment: Director pay mixes cash ($40k) and time-based RS ($80k), plus a $10k chair fee; equity aligns interests but lacks performance linkage, which is common for director pay.
- Conflicts/related parties: No Howard-related transactions disclosed; Audit Committee framework and pre-approval policies mitigate conflict risks.
- Risk indicators: Hedging/shorting/margining prohibitions reduce misalignment risks; however, HIT’s dual-class structure granting executives ten-vote Class B may constrain minority shareholder influence, a governance consideration for the board where Howard is an independent counterweight.
Insider Trades
| Item | Disclosure |
|---|---|
| Form 4 transactions | Not disclosed in the proxy for Howard. |
| Section 16 compliance | Company reports timely filings; one late Form 3 for another individual (not Howard). |
For up-to-date Form 4 activity, review Section 16 filings; the proxy does not enumerate director trading activity.