Scott Howell
About Scott Howell
Dr. Scott Howell, age 61, has served as an independent director of Standard Premium Finance Holdings, Inc. since 2017, and is board certified in Family Practice, Preventative Medicine and Public Health, and Addiction Medicine . He advises healthcare organizations on regulatory, product development, reimbursement, and financial modeling and is designated by the Board as an “audit committee financial expert” . He holds a Master’s in Economics (University of Miami), MPH&TM (Tulane), and MBA (California State University Fresno), and retired from the U.S. Air Force as a Colonel after 25 years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIDS Healthcare Foundation (C-SNP) | Medical Director | 2019–present | Chronic Care SNP oversight; managed care operations |
| 11.2 Healthcare, Inc. | Founder; Healthcare finance consulting | Founded 2018; ongoing | Focus on managed care, medical devices, financing for developmental companies |
| Advantmed | Chief Medical Officer | 2017–2018 | Healthcare analytics and delivery; product and clinical programs |
| Heritage Development Organization | Executive Medical Director | 2015–2017 | National expansion via JVs/M&A; enterprise clinical solutions |
| Optum Insight / Americhoice (Northeast Region) | National Sr. Medical Director & CMO (Network & Population Health); RCMO | 2008–2015 | Risk adjustment, quality performance, networks, predictive modeling; Medicaid & Dual SNP focus |
| AIDS Healthcare Foundation | Medical Director, Managed Care; International consulting | 2000–2008 | First HIV SNP; consulting in Russia, Ukraine, Guatemala, Honduras, Haiti |
| Dept. of Defense IG (OSD) | Special Plans & Operations | Final assignment prior to retirement | Oversight assignments; strategic reviews |
External Roles
| Organization | Role | Status |
|---|---|---|
| AIDS Healthcare Foundation Chronic Care SNP | Medical Director | Current (since 2019) |
| 11.2 Healthcare, Inc. | Founder; Advisor | Current (since 2018) |
| Practicing Physician | Clinical practice | Ongoing; >25 years |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member .
- Audit committee financial expert designation for Howell; committee met four times in FY 2024 .
- Independence: Board determined Howell is independent under Nasdaq rules .
- Attendance: Board held five meetings in 2024; no director attended fewer than 75% (indicates Howell met minimum threshold) .
- Annual meeting attendance: Five directors attended the 2024 annual meeting .
- Leadership structure: CEO is also Chairman; no lead outside director appointed (governance caution) .
Fixed Compensation
| Year | Annual Retainer (Cash) | Committee Membership Fees | Committee Chair Fees | Meeting Fees | Equity (Annual Grants) |
|---|---|---|---|---|---|
| 2024 | $0 (no director pay) | Not disclosed | Not disclosed | Not disclosed | None disclosed for directors in 2024 |
The company disclosed that it did not pay any compensation to directors for Board service during 2024; executive officers (CEO, CFO) received compensation for management roles, not Board service .
Performance Compensation
- No director performance-based compensation (bonuses, RSUs/PSUs tied to metrics, options) disclosed for 2024 .
Other Directorships & Interlocks
- No other public company directorships for Howell were disclosed in the proxy; biography lists healthcare operating and advisory roles but no public board interlocks .
Expertise & Qualifications
- Board certifications: Family Practice; Preventative Medicine & Public Health; Addiction Medicine .
- Degrees: Master’s in Economics (University of Miami); MPH&TM (Tulane); MBA (California State University Fresno) .
- Military: Retired U.S. Air Force Colonel; OSD DoD IG Special Plans & Operations .
- Skill designation: Audit Committee Financial Expert (SEC definition) .
- Domain expertise: Managed care, risk adjustment, quality performance, clinical consulting, reimbursement modeling .
Equity Ownership
| Holder | Common Shares | % of Common | Preferred Shares | % of Preferred | Notes |
|---|---|---|---|---|---|
| Scott Howell, MD | 66,500 | 2.0% | — | — | Shares owned directly; no options/warrants disclosed for Howell |
| Shares Outstanding (Record Date) | 3,001,216 (Common) | — | 166,000 (Series A Preferred) | — | Voting as single class at meeting |
- Hedging policy: Prohibits directors, officers, employees, and consultants with confidential access from short sales or trading/writing purchasing puts/calls on company stock .
- Pledging: No specific pledging disclosure noted in proxy .
Governance Assessment
-
Strengths:
- Independent director with audit committee financial expert credential; active roles on Audit and Compensation Committees enhance board oversight .
- Meaningful share ownership (66,500 shares; 2.0% of common), providing alignment even without director cash fees in 2024 .
- Board-level policies for related-party transactions require independent committee review; insider trading policy restricts short and option transactions .
-
Cautions / RED FLAGS:
- Board leadership combined CEO/Chair with no lead independent director, which may limit independent oversight leverage .
- Family relationships on management/Board (CEO William Koppelmann and Operations Manager/Secretary Margaret Ruiz are siblings), increasing related-party sensitivity (though Howell is not implicated) .
- Committee chair roles for Howell not disclosed; transparency on committee leadership could be improved .
- Director meeting attendance disclosed only in aggregate; individual attendance not specified (limits insight into director-specific engagement) .
Related Party Transactions & Safeguards
- All related party transactions must be reviewed and approved by an independent body of the Board composed solely of independent directors under Nasdaq governance rules .
- Proxy references additional detail in 2024 Form 10-K notes 7, 10, 12, and 14 (not included here) for related party transactions .
Compensation Committee Analysis (Structure)
- Compensation Committee members: Scott Howell, MD; Mark Kutner, MD; Christian Hoechner; all deemed independent under Nasdaq rules .
- Committee duties: executive pay oversight, director compensation recommendations, employment agreements, equity and benefit plan administration; annual Compensation Committee report signed by Howell among others .
- Use of independent compensation consultants: Not disclosed .
Board Committees Snapshot
| Committee | Members | FY2024 Meetings | Key Notes |
|---|---|---|---|
| Audit | Howell, MD; Kutner, MD; Leavitt, DBA | 4 | Howell designated audit committee financial expert; pre-approval policies described |
| Compensation | Howell, MD; Kutner, MD; Christian Hoechner | Not disclosed | Report signed by Howell, Hoechner, Kutner |
| Nominating | Not disclosed | Not disclosed | Committee established; policies and process described |
Director Compensation Policy Context
- 2024: No fees paid to directors for Board service; executives received compensation for management roles only .
- Hedging: Short sales and options transactions prohibited for insiders .
- Equity plans: 2019 Equity Incentive Plan provides up to 300,000 shares; 77,350 shares available as of Sept. 8, 2025; awards may be granted to directors but none disclosed for Howell .
Annual Meeting & Voting Notes
- 2025 Annual Meeting scheduled Nov. 7, 2025; record date Sept. 8, 2025; quorum at 35% of combined common and preferred .
- Director tiers and terms outlined; Howell listed among directors continuing to 2026 annual meeting .
Summary Signals for Investors
- Howell’s independence, audit financial expertise, and healthcare risk/quality analytics background are positives for oversight quality .
- Concentration of board leadership (CEO/Chair) without a lead independent director and familial ties elsewhere on the Board warrant closer monitoring of committee autonomy; Howell’s presence on both Audit and Compensation committees provides a counterbalance .
- Ownership alignment via direct common stock holdings; absence of director cash/equity fees in 2024 suggests alignment is primarily via share ownership rather than pay-for-performance constructs at the director level .