Carl Hoechner
About Carl Hoechner
Carl C. Hoechner, age 64, has served as a director of SPFX since its inception in 2017 and has been a director of the Company’s subsidiary, Standard Premium Finance Management Corporation, since 2011 . He invested capital in the subsidiary in 2011 and helped raise several million dollars in subordinated notes from investors, and is an entrepreneur in tourism and real estate via C.L. Hoechner Overseas Tours (since 2000, primarily Europe) and ongoing real estate development . He studied and received the equivalent of a BS in Economics and Tourism from the Industry and Trade Chamber of Munich; born in Florida, raised in Oberammergau, Germany, and has resided primarily in Miami since 2001 . The Board cites his investor perspective as valuable to oversight of investor interests .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Premium Finance Management Corporation (subsidiary) | Director | Since 2011 | Assisted in raising several million dollars of subordinated notes; investor alignment |
| C.L. Hoechner Overseas Tours, Inc. | Owner/Operator | Since 2000–present | Tourism operations primarily in Europe |
| Real estate development | Entrepreneur/Developer | Ongoing | Remodels and sells properties to multinational/foreign investors |
External Roles
- No public-company directorships or external board committee roles disclosed for Hoechner in the 2025 proxy; private entrepreneurial activities noted above .
Board Governance
- Independence: The Board determined that Carl Hoechner is independent under Nasdaq standards .
- Committee memberships: Compensation Committee member alongside Scott Howell, MD, and Mark Kutner, MD (proxy lists “Christian Hoechner,” likely referencing Hoechner) .
- Committee chair roles: None disclosed for Hoechner .
- Audit Committee composition and activity: Members are Howell, Kutner, and Leavitt; met four times in FY2024; Howell is the SEC-defined audit committee financial expert .
- Nominating Committee: Standing committee exists; specific membership not disclosed .
- Board meetings and attendance: Five meetings in FY2024 (telephonic); no director attended fewer than 75% .
- Annual meeting attendance: Five directors attended the 2024 annual meeting .
- Board leadership and oversight: Combined Chair/CEO (William J. Koppelmann); no lead outside director appointed .
| Governance Item | Detail | Evidence |
|---|---|---|
| Independence | Independent director (Nasdaq definition) | |
| Compensation Committee | Member | |
| Audit Committee | Not a member | |
| Nominating Committee | Membership not disclosed | |
| FY2024 Board Meetings | 5; no member <75% attendance | |
| Lead Independent Director | Not appointed | |
| Current Term Status | Term expires at 2025 annual meeting |
Fixed Compensation
- The Company paid no compensation to directors for Board service during FY2024. Executive officers Koppelmann and Krogol received compensation for management roles, not Board service .
| Component (FY2024) | Amount |
|---|---|
| Annual cash retainer | $0 |
| Committee membership fees | $0 |
| Committee chair fees | $0 |
| Meeting fees | $0 |
| Equity grants for directors | $0 (no director compensation paid) |
Performance Compensation
- No performance-based or equity-linked director compensation was disclosed for FY2024 (Company did not pay director compensation) .
- Insider trading and hedging policy prohibits short sales and trading/writing/purchasing puts or calls by directors, officers, and covered employees .
| Performance Pay Element | Metric(s) | Target/Conditions | FY2024 Outcome |
|---|---|---|---|
| Bonus | Not applicable | Not applicable | None disclosed |
| Equity (RSUs/PSUs/Options) | Not applicable | Not applicable | None disclosed |
| Performance conditions (TSR, EBITDA, ESG) | Not applicable | Not applicable | None disclosed |
Equity grant timing policy applies to executives; other grants discretionary and consider MNPI; not director-specific .
Other Directorships & Interlocks
| Organization | Role | Tenure | Interlock/Conflict Consideration |
|---|---|---|---|
| Standard Premium Finance Management Corporation (subsidiary) | Director | Since 2011 | Subsidiary oversight; Hoechner previously invested and helped raise subordinated notes—monitor lender/investor relationships for conflicts |
- No external public-company boards or disclosed interlocks with competitors/suppliers/customers for Hoechner in the proxy .
Expertise & Qualifications
- Investor and capital-raising experience (subordinated notes) offering perspective on investor concerns .
- Entrepreneurial leadership across tourism and real estate; international operations .
- Education: Equivalent BS in Economics and Tourism (Industry and Trade Chamber of Munich) .
Equity Ownership
| Holder | Common Shares | % of Class (Common) | Preferred Shares | % of Class (Preferred) | Instruments (Options/Warrants) |
|---|---|---|---|---|---|
| Carl C. Hoechner | 172,100 | 5.1% | — | — | None; consists solely of directly owned shares |
| Shares outstanding (Record Date) | 3,001,216 (Common) | — | 166,000 (Series A Preferred) | — | Record date: Sep 8, 2025 |
- Beneficial ownership percentages include instruments exercisable within 60 days; Hoechner’s holdings are direct stock only, with no listed options or warrants .
- Section 16(a) compliance: All required insider reports were timely for FY2024 .
- Hedging/derivatives: Prohibited by policy for directors .
Governance Assessment
- Alignment: Strong “skin-in-the-game” with 5.1% common ownership and no director cash/equity compensation in FY2024 reduces agency risk and signals investor alignment .
- Independence and committee role: Independent status with service on the Compensation Committee supports independent oversight of pay; ensure continued use of independent compensation consultants and robust processes (committee charter available) .
- Oversight environment considerations:
- No lead independent director and combined Chair/CEO structure may constrain independent Board leadership; continued focus on robust committee processes and executive-session cadence is advisable .
- Governance relationship disclosure: Chairman/CEO William Koppelmann is the brother of Corporate Secretary Margaret Ruiz, highlighting related-party proximity; monitor for transaction reviews by independent directors per policy .
- Attendance and engagement: Board met five times in FY2024; no director fell below 75% attendance—adequate baseline engagement .
- RED FLAGS and watch items:
- Documentation inconsistency: Compensation Committee membership lists “Christian Hoechner” rather than “Carl Hoechner,” suggesting a naming inconsistency to be clarified in governance records .
- Concentration of leadership (no lead outside director) .
- Potential conflict area to monitor: historic involvement with subordinated notes; confirm any current creditor relationships and related-party transactions are reviewed by independent directors per policy .