Independent
Tenure on this board
1.0 yrs
Also a director at
White Mountains Insurance Group Ltd (WTM)
7 nominees · 4 ballot items.
Elect seven directors; ratify Grant Thornton LLP as independent auditors for 2026; approve, on a non-binding advisory basis, executive compensation (Say-on-Pay); and approve the Amended and Restated Omnibus Incentive Plan.
Elect seven nominees to the Board of Directors to serve until the next annual meeting.
Ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding, advisory approval of the compensation of the Company’s Named Executive Officers as described in the Executive Compensation section of the proxy statement.
This advisory proposal asks shareholders to approve the compensation paid to the Company’s Named Executive Officers as detailed in the Executive Compensation section. It is non-binding but serves as a signal to the Compensation Committee and the Board about shareholder sentiment on pay practices. Management emphasizes that compensation is structured to align pay with performance through a mix of base salary, short-term cash incentives tied to specific 2025 milestones, and long-term equity incentives composed of PSUs (performance share units) and RSUs (restricted stock units). The Compensation Committee engages an independent compensation consultant and benchmarks pay against a peer group, and the program includes governance features such as stock ownership guidelines, clawback policy, and annual say-on-pay votes. The Board recommends FOR, arguing the program demonstrates pay-for-performance, includes quantified performance metrics, and has been evolving toward market best practices since becoming a non-controlled company. The outcome of the advisory vote will not be binding, but the Compensation Committee will consider shareholder feedback when setting future compensation. Given the company’s recent adoption of multi-year PSUs and enhanced governance practices, a FOR vote indicates support for continuing the current pay structure; a significant vote AGAINST could prompt a review and potential changes by the Compensation Committee.
Approve the Amended and Restated Citizens, Inc. Omnibus Incentive Plan to increase the share reserve by 3,000,000 shares, add a minimum one-year vesting requirement (with limited exceptions), and extend the plan term for ten years.
This management proposal seeks shareholder approval of the Amended and Restated Omnibus Incentive Plan, which would add 3,000,000 shares to the existing reserve, implement a minimum one-year vesting requirement (with limited carve-outs), and extend the plan term for ten years. Management states the additional shares are necessary because recent grants (including 156,856 PSUs granted on March 31, 2026) exceed the remaining availability in the original plan; without approval, those PSU grants would be cancelled and the Compensation Committee would need to redesign compensation programs, likely in cash, to attract and retain talent. The Board frames the request as essential to maintain competitive equity-based compensation, to align management and shareholder interests, and to support recruitment and retention during an important growth phase. The Amended Plan also contains governance protections—prohibiting repricing without shareholder approval, limiting director cash-denominated awards, subjecting awards to the Company’s clawback policy, and capping individual award sizes—to mitigate dilution and misalignment risks. The company discloses an expected fully-diluted overhang of approximately 7.3% if approved and explains assumptions behind share usage estimates. The Board recommends FOR, arguing the reserve is reasonable for multi-year needs and that the amended terms reflect market practice and safeguards. Key investor considerations include the incremental dilution, the disclosure that certain executive PSUs are contingent on approval, and the trade-off between retaining talent with equity incentives versus potential shareholder dilution.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | CONTINENTAL GENERAL INSURANCE CO | 5.0% | 2,551,649 | $13M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 1,955,123 | $10M |
| 3 | BlackRock, Inc. | 3.2% | 1,641,985 | $8M |
| 4 | BlackRock, Inc. | 2.7% | 1,349,787 | $7M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 889,131 | $4M |
| 6 | STATE STREET CORP | 1.3% | 668,458 | $3M |
| 7 | First Eagle Investment Management, LLC | 1.2% | 582,750 | $3M |
| 8 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 1.0% | 494,418 | $2M |
| 9 | UBS Group AG | 0.8% | 410,146 | $2M |
| 10 | NORTHERN TRUST CORP | 0.7% | 337,323 | $2M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.