DEF 14A of Citizens, Inc.
Filed Apr 30, 2026 · FY20250000024090-26-000019
MEET THE BOARD OF DIRECTOR NOMINEES
MEET THE BOARD OF DIRECTOR NOMINEES
MEET THE BOARD OF DIRECTOR NOMINEES
| | Peter M. Carlson | Christopher W. Claus | Cynthia H. Davis | Michael Harwood | Sean McLaughlin | Jon Stenberg | Mary Taylor | | Age as of Annual Meeting Date | 62 | 65 | 60 | 66 | 54 | 60 | 60 | | Director Since: | 2025 | 2017 | 2021 | 2025 | N/A | 2025 | 2021 | | Independent? | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | Key Competencies | | | | | | | | | C-Level Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | International | | | ✓ | | ✓ | | | | U.S. Life Insurance | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Underwriting | | | ✓ | ✓ | | | | | Actuarial / Pricing / Risk | ✓ | | | ✓ | ✓ | | | | M&A / Corporate Strategy | ✓ | | | | | | | | Emerging Technology / AI | ✓ | | | | ✓ | | | | Finance / Audit | ✓ | | | ✓ | | | ✓ | | Distribution / Marketing | | | | | ✓ | ✓ | | | Asset Management / Investments | | ✓ | | | | ✓ | | | Political Stature | | | | | | | ✓ |
MEET THE BOARD OF DIRECTOR NOMINEES
Proxies cannot be voted for a greater number of persons than the number of nominees named herein.
BOARD OF DIRECTORS
BOARD OF DIRECTORS
BOARD OF DIRECTORS
| PROPOSAL NO. 1: ELECTION OF DIRECTORS | | Holders of our Class A common stock elect all directors annually. | | What Am I Voting On? | | Holders of our Class A common stock are being asked to elect 7 directors to serve until the next annual meeting of shareholders, or until his or her successor is duly elected and qualified. Each of the director nominees has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. If for any reason any nominee herein named is not a candidate when the election takes place (which is not expected), the proxy will be voted for the election of a substitute nominee at the discretion of the persons named in the proxy. | | Voting Standard: | | To be elected, each of the 7 nominees must receive an affirmative vote of a majority of the votes cast in the director's election. Any director failing to receive a majority of votes cast must promptly tender his or her resignation, which will be addressed by us pursuant to our Director Resignation Policy, which is available in the Investors – Corporate Governance section of our website at https://www.citizensinc.com/investors/#corporate-governance. | | Abstentions and broker non-votes will be disregarded and have no impact on the vote, other than for establishing a quorum. |
BOARD OF DIRECTORS
☑ The Board unanimously recommends a vote FOR each of the Director Nominees.
HOW OUR DIRECTOR NOMINEES ARE SELECTED
HOW OUR DIRECTOR NOMINEES ARE SELECTED The selection of qualified directors is fundamental to the Board’s successful oversight of Citizens’ strategy and enterprise risks. We seek directors who bring diverse viewpoints and perspectives, possess a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs. It is important that the Board remains a strategic asset capable of overseeing and helping management address the risks, trends, and opportunities the Company is facing now and in the future.
Responsibility for Selection of Director Candidates
Responsibility for Selection of Director Candidates The Board is responsible for selecting director candidates to stand for election by shareholders. The Board has delegated the screening process for potential directors to the Nominating and Corporate Governance (NCG) Committee. The NCG Committee considers director nominees who are recommended by its members, by other Board members, by management or by shareholders, as well as those identified by third parties known to the members or management. Additionally, in 2025, the NCG Committee engaged a search firm to conduct a robust national search for new directors. Upon identifying suitable potential Board members, the NCG Committee then recommends individuals qualified to become Board members to the Board for its consideration.
Qualification Standards for Directors
Qualification Standards for Directors In evaluating potential nominees to the Board, the NCG Committee has adopted standards related to the qualifications of directors of the Company (the “Director Standards”). The Director Standards include, without limitation, independence, character and core values, ability to exercise sound judgment, diversity, demonstrated leadership, and relevant skills and experience in the areas of corporate needs of the Company. The NCG Committee uses a skill matrix to evaluate whether the skills, attributes and experience of our directors and nominees provide the Company with business acumen and a diverse range of perspectives to engage each other and management to effectively address the Company's evolving needs and represent the best interest of the Company's shareholders.
Skills Key
Skills Key
Skills Key
| Key Competencies | | | C-Level Experience | Experience serving in a significant leadership position, including as a chief executive officer, chief financial officer, or other senior leadership role, equips directors with valuable insight into organizational behavior and processes and a deep understanding of the various aspects of modern organizations, including strategic planning, financial reporting, compliance, values, and culture. | | International | Experience in international business and operations, including exposure to global business cultures, consumer preferences, and economic, regulatory, and political conditions, helps directors oversee our international strategy and markets. | | U.S. Life Insurance | Has experience in U.S. life insurance market, including understanding the operational and regulatory challenges facing the Company and perspective on how to address such challenges and help oversee our domestic strategy and markets. | | Underwriting | Has experience in life insurance underwriting, which enhances the Board's ability to oversee risks of issuing policies in various markets and provides practical insight into how risk selection, terms and discipline drive profitability and loss performance. | | Actuarial / Pricing / Risk | Actuarial, pricing, and risk experience is critical for a board member because it enables informed oversight of the company’s core value proposition—accurately assessing, pricing, and managing risk over time. This competency strengthens the board’s ability to challenge assumptions, evaluate growth and capital strategies, and ensure long‑term financial resilience in a highly regulated and risk‑sensitive business. | | M&A / Corporate Strategy | Skilled at identifying and evaluating potential M&A opportunities and capable of helping to ensure that any such opportunity with which the Company is presented align with its strategic plan and risk appetites. | | Emerging Technology / AI | Understands the methods employed by the Company to enhance its technological capabilities, as well as the steps necessary to comply with regulations regarding privacy and cybersecurity. | | Finance / Audit | Possesses a thorough understanding of accounting concepts and financial statements, enhancing the Board's ability to effectively monitor and advise management with respect to the Company's financial affairs. | | Distribution / Marketing | Experience with the distribution and marketing of insurance products, building brand awareness, and enhancing corporate reputation can help directors successfully guide and advise management and oversee related efforts | | Asset Management / Investments | Experience in evaluating investment opportunities and strategies, aiding the Board's oversight of investment management functions. | | Political Stature | Politicians often have deep knowledge of regulatory frameworks, public policy and government operations, which can help the Company navigate complex regulatory environments and anticipate and adapt to policy shifts and geopolitical risks. |
Refreshment and Succession Planning
Refreshment and Succession Planning Citizens' has a robust refreshment policy, which includes the following polices, with any exceptions requiring approval by the Board: •mandatory retirement - directors will not stand for election after reaching age 75 •directors will serve for a maximum of 12 years Pursuant to the refreshment policy, the following individuals are retiring from the Board as of the date of the Annual Meeting: –Chip Davis and Keith Morgan, who each turned 75 this year –Dr. Terry Maness, who has served on the Board since 2011; Dr. Maness is an audit committee expert and the Chair of the Audit Committee and served more than 12 years to allow him to continue to serve as Chair of that committee until another audit committee expert can become Chair. The Board also has a succession plan to ensure the members of the Board hold the collective necessary talent to serve the Company and its shareholders. The NCG Committee believes its succession planning and refreshment will allow it to continue important recruitment efforts and identify new skill sets required as the Company’s strategy evolves. As a result of this work: •Pete Carlson, an audit committee expert, was elected in 2025; •Michael Harwood, a life insurance actuary, was appointed to the Board in 2025 to fill a vacancy created by the resignation of our former CEO and director, Gerald W. Shields; and •Sean McLaughlin, who has significant industry experience across multiple product lines and geographic areas, is a current nominee. The Board believes its new directors will help ensure a seamless transition over the next several years as some directors retire in due course, as well as bolster its expertise as Citizens continues to execute against its key strategic pillars.
Nominations by Shareholders
Nominations by Shareholders Our Board has a policy to consider properly submitted shareholder recommendations for candidates for a director position, which candidates must satisfy the Committee Standards. A shareholder wishing to propose a candidate for the Board’s consideration should follow the procedures in our Bylaws pertaining to shareholder nominations and proposals. Shareholder nominations must be submitted to the Company by the deadlines found on page 61.
DIRECTOR NOMINEE BIOGRAPHIES
DIRECTOR NOMINEE BIOGRAPHIES Directors Currently Serving on our Board:
DIRECTOR NOMINEE BIOGRAPHIES
| | Jon Stenberg, 60 Citizens' Chief Executive Officer & President | | | Director since 2025 | | | Other Current Public Boards: 0 | | | Certifications: ChFC, FLMI with distinction (formerly FINRA series 6 / 63 / 7 / 26 / 24) | | | Education: B.S. – Business Administration, Central Michigan University M.B.A. – University of Pennsylvania, Wharton School of Business | | | Military Veteran |
DIRECTOR NOMINEE BIOGRAPHIES
Key Competencies: C-Level Experience, U.S. Life Insurance, Distribution / Marketing, Asset Management / Investments Mr. Stenberg was appointed President of Citizens in March 2024 and Chief Executive Officer on July 1, 2024. He is an experienced growth leader in the life insurance industry. Prior to Citizens, he served as a partner of Blackbird International, consulting several companies in the life insurance industry. Prior to this, Mr. Stenberg served as Executive Vice President, Individual Life Division of Symetra Life Insurance Company where he was responsible for all aspects of the life insurance division. Prior to Symetra, Mr. Stenberg served as General Manager, Executive Vice President of Ameriprise Financial, where was also responsible for all aspects of the life insurance division. He has also served as Head of Retail Insurance, Senior Vice President, of New York Life, Head of Insurance, Executive Director – President of UBS Insurance Agency, Life Insurance Sales VP at Lincoln Financial Group, and Regional Marketing Director at AETNA’s life division. As our CEO, Mr. Stenberg serves as a non-independent director and is not paid for serving on the Board.
DIRECTOR NOMINEE BIOGRAPHIES
| | Peter M. Carlson, 61 Independent Director | | | Retired CEO, CFO and COO | | | Director since 2025 | | | Other Current Public Boards: 1 - White Mountains Insurance Group | | | Certifications: CPA | | | Education: B.S. – Accounting, Wake Forest University |
DIRECTOR NOMINEE BIOGRAPHIES
Key Competencies: C-Level Experience, U.S. Life Insurance, M&A / Corporate Strategy, Emerging Technology / AI, Finance / Audit Mr. Carlson served as director and CEO of Spectral AI, a predictive AI company focused on medical diagnostics in wound care, from February to October 2024 and CFO in January 2024 until his appointment as CEO. Prior to Spectral AI, he served as CFO of MiMedx Group, Inc., a pioneer and leader in the advanced wound care space, where he led numerous strategic, financing, operational initiatives that helped stabilize and strengthen the company for its next chapter of growth. Prior to MiMedx, Mr. Carlson served as Chief Operating Officer at Brighthouse Financial, Inc., and played an essential role in establishing Brighthouse as a separate public company after its spin-off from MetLife, where he worked for eight years as Chief Accounting Officer. Previously, Mr. Carlson was the Controller at Wachovia Corporation and an audit partner for a Big Five accounting firm, Arthur Andersen LLP. Mr. Carlson serves as a Board Member and Chair of the Audit Committee at White Mountains Insurance Group and as a Trustee for Wake Forest University where he also serves on the Audit Committee and Athletics Committee. Mr. Carlson's experience as CEO and CFO for smaller life sciences companies, while having 30 years' experience at Fortune 50 global financial service institutions and as a Big Five audit partner brings a strategic viewpoint and analytical skill set to the Board to help drive quality decision making. He is a CPA and has audit experience, which adds value to the Company's audit committee and oversight of risk and financial statements.
DIRECTOR NOMINEE BIOGRAPHIES
| | Christopher W. Claus, 65 Independent Director | | | Retired executive of USAA of San Antonio | | | Director since 2017 | | | Committees: Investment Committee (Chair), Compensation Committee | | | Other Current Public Boards: 0 | | | Education: B.A. - Business, University of Minnesota - Duluth M.B.A. – University of St. Thomas |
DIRECTOR NOMINEE BIOGRAPHIES
Key Competencies: C-Level Experience, U.S. Life Insurance, Asset Management / Investments Mr. Claus had a 20-year career as an executive at USAA of San Antonio, Texas serving in various roles, including Executive Vice President of USAA’s Enterprise Advice Group from 2013 to 2014, President of USAA’s Financial Advice and Solutions Group from 2007 to 2013, and President of USAA’s Investment Management Company from 2001 to 2006. Until 2023, he served as a director of TrueCar, Inc. Having served as President of USAA’s Investment Management Company, Mr. Claus brings insurance executive experience and asset management expertise critical to the success of our Company and Board. In his role as Chairman of our Investment Committee, Mr. Claus has strengthened the Board’s oversight of the Company’s assets under management.
DIRECTOR NOMINEE BIOGRAPHIES
| | Cynthia H. Davis, 60 Independent Director; Vice-Chair of the Board | | | Life Insurance Underwriter at NFP Corp./Partners Financial | | | Director since 2021 | | | Committees: Nominating and Corporate Governance Committee (Chair) | | | Other Current Public Boards: 0 | | | Certifications: FLMI, FALU, LOMA certified Associate - Customer Service | | | Education: B.A. – Economics, University of Georgia |
DIRECTOR NOMINEE BIOGRAPHIES
Key Competencies: C-Level Experience, International and U.S. Life Insurance, Underwriting Ms. Davis is a seasoned executive in the life insurance industry with over 30 years of underwriting in both the carrier and brokerage side. She is currently the Vice President and Senior Underwriting Consultant at NFP/Partners Financial providing underwriting expertise specializing in complex high net worth cases, foreign nationals and offshore insurance. Previously, Ms. Davis was the Chief Underwriter at Financial Industries Corporation (FIC) and Great American. Ms. Davis is also involved with the Texas Wide Underwriting planning board. Ms. Davis’ brings to the Board deep knowledge of the insurance industry, which she developed during her long and successful career in the life insurance industry. With significant global experience with both reinsurers and high net worth foreign insureds, she adds valuable and unique expertise to our Board.
DIRECTOR NOMINEE BIOGRAPHIES
| | Michael Harwood, 65 Independent Director | | | Harwood Actuarial - self-employed Actuarial Consultant | | | Appointed by the Board to fill a vacancy in November 2025; No current committees | | | Other Current Public Boards: 0 | | | Certifications: Fellow of the Society of Actuaries, Chartered Life Underwriter, Chartered Financial Consultant, Member of the American Academy of Actuaries | | | Education: B.S. - Business Administration, Mathematics, SUNY - Albany; M.B.A. – New York University |
DIRECTOR NOMINEE BIOGRAPHIES
Key Competencies: C-Level Experience, U.S. Life Insurance, Underwriting, Actuarial / Pricing / Risk, Finance / Audit Mr. Harwood is a seasoned and dedicated actuarial professional with decades of success in actuarial management, team development, organizational structuring, and directing large complex projects involving multidisciplinary teams. During his 10 years at Corebridge Financial / AIG Life & Retirement, he served as SVP and Chief Actuary of AIG Life & Retirement from 2013 to 2021, playing an integral role on the leadership team in charge of spinning off Corebridge Financial. He then served as an SVP at Corebridge Financial through 2023. Prior to that he was the SVP and Chief Actuary at MetLife from 2004 to 2013 where he led valuation, actuarial staff, DAC amortization, and experience studies, plus high-impact projects, which included Sarbanes-Oxley compliance, corporate governance, subsidiary integration and the efficient use of capital. Mr. Harwood's extensive actuarial and insurance experience in managing large-scale projects, navigating complexity and leading multi-disciplinary teams brings valuable oversight to the Board as the Company continues its efficient capital product growth strategy.
DIRECTOR NOMINEE BIOGRAPHIES
| | Mary Taylor, 60 Independent Director | | | Senior Vice President, Operations and Finance at Northeast Ohio Medical University | | | Director since 2021 | | | Committees: Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee | | | Other Current Public Boards: 0 | | | Certifications: CPA | | | Education: B.S. – Accounting, University of Akron Master of Taxation, University of Akron |
DIRECTOR NOMINEE BIOGRAPHIES
Key Competencies: C-Level Experience, Finance / Audit, Political Stature Ms. Taylor is a Certified Public Accountant and recognized tax and auditing expert with over 30 years of experience in the public and private sector. Since 2020, she has served as the Vice President, Operations and Finance at Northeast Ohio Medical University. During 2019, she served as Executive Vice President and Chief Financial Officer of Welty Building Company and from August 2019 through March 2020 also served as the Chair of the Finance and Operations Advisory Committee. She has served in several elected positions in Ohio, including Lieutenant Governor (2011 to 2019), where she also served as the Director of the Ohio Department of Insurance from 2011 to 2017; Auditor of the State of Ohio (2007-2011) and a State Representative (2003 to 2006), where she served on the Finance, Ways and Means, and Education Committees. Ms. Taylor has extensive experience in transforming operations, implementing automation in insurance and delivering results in complex tax cases with the IRS and the Department of Labor. Her unique mix of experience gives her a valuable perspective and ability to oversee management’s efforts to grow and develop Citizens’ business and its interactions with regulators as well as the ability to enhance shareholder value by leveraging her financial and risk management expertise and deep understanding of the insurance business. Our New Nominee:
DIRECTOR NOMINEE BIOGRAPHIES
| | Sean McLaughlin, 54 Independent Director Nominee | | | Managing Partner, Oculus Partners LLC | | | Other Current Public Boards: 0 | | | Certifications: FINRA (inactive) Series 7, 24 and 63 | | | Education: B.A. - Psychology, Harvard University M.B.A. – Harvard Business School |
DIRECTOR NOMINEE BIOGRAPHIES
Key Competencies: C-Level Experience, International and U.S. Life Insurance, Corporate Strategy, Finance, Actuary / Pricing / Risk, Emerging Technology / AI, Distribution / Marketing Mr. McLaughlin is an accomplished CEO and strategist with more than 20 years experience in life insurance and retirement across multiple business lines and geographies: the United States, Asia and Latin America. He is currently a managing partner of Oculus Partners, a management consulting firm founded in 2008 that is focused on institutional retirement, asset management, and life insurance clients. Prior to managing Oculus, Mr. McLaughlin worked for Prudential Financial from 2009 through February 2025, where he served in several roles, including President and CEO of Prudential Life Insurance of Mexico from June 2022 through February 2025, Senior Vice President of Strategy for Prudential International Insurance Services from June 2021 through May 2022, President and CEO of Prudential Life Insurance of Taiwan from November 2019 through June 2021, and Executive Vice President and Chief Strategy Officer for Prudential Life Insurance of Korea from 2017 through 2019. Mr. McLaughlin also served as president of the board for Prudential Mexico and a member of the board of Prudential Taiwan while leading those companies. Mr. McLauglin's deep insurance experience across the United States, Asia and Latin America brings valuable experience to the Board as his experience aligns with the Company's geographic footprint and growth strategy.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table shows information regarding the compensation earned or paid to members of the Board during 2025. Jon Stenberg, who is a director, is also a Named Executive Officer of the Company and is not compensated for his service on the Board. Mr. Stenberg's 2025 compensation is reflected on the Summary Compensation Table on page 39.
DIRECTOR COMPENSATION
| NAME | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | TOTAL ($) | | Peter M. Carlson | 56,875 | 40,000 | 96,875 | | Christopher W. Claus | 115,000 | 40,000 | 155,000 | | Cynthia H. Davis | 115,000 | 40,000 | 155,000 | | Jerry D. Davis, Jr. | 115,000 | 40,000 | 155,000 | | Michael Harwood | 16,188 | — | 16,188 | | Dr. Terry S. Maness | 115,000 | 40,000 | 155,000 | | J. Keith Morgan | 105,000 | 40,000 | 145,000 | | Gerald W. Shields | 33,542 | — | 33,542 | | Mary Taylor | 105,000 | 40,000 | 145,000 |
DIRECTOR COMPENSATION
(1)The amounts reported in the Stock Awards column reflect the aggregate grant date fair value of awards of RSUs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”). The grant date fair value is measured based on the closing price of the Company’s Class A common stock on the date of grant. See Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K. Each non-employee director who was elected at our June 17, 2025 Annual Meeting of Shareholders received an annual director award valued at $40,000 on that date. Each of the RSUs will vest one year from the date of grant. As of December 31, 2025, each such non-employee director held all 12,012 RSUs.
Narrative to the Director Compensation Table
Narrative to the Director Compensation Table Cash Compensation: Non-employee directors receive $105,000 per year for their service on the Board. A Chair (Board or Committee) receives an additional $10,000 per year. Directors do not receive additional fees for attending Board or Committee meetings. Equity Compensation: Non-employee directors each receive an annual grant of RSUs valued at $40,000. The RSUs are granted on the date of the Annual Meeting and vest at the expiration of the elected term (one year). We also provide up to a $5,000 reimbursement to each director for director education. This amount is not reflected in the compensation table above, as we consider it a normal course reimbursement necessary for a director to provide service to the Company. No other compensation is offered or paid to our non-employee directors.
KEY ELEMENTS OF EXECUTIVE COMPENSATION
KEY ELEMENTS OF EXECUTIVE COMPENSATION The key elements of our executive compensation program include: •Base Salary. This is cash fixed compensation and is measured primarily by individual experience and knowledge brought to such position. The purpose is to compensate executive officers fairly for the responsibility of the position held. •Short-Term Incentive Opportunity. This is cash variable compensation and is measured by achievement of annual corporate goals. The purpose is to motivate and reward executive officers for achieving our short-term annual business objectives. •Long-Term Incentive Equity Opportunity. This is variable compensation. It is split into two components: ◦Performance Share Units (PSUs) - 60%. PSUs have a 3-year performance period. The purposes of granting PSUs are to: (1) motivate executive officers by linking incentives to the achievement of longer-term performance goals and the performance of our Class A common stock over the long term; and (2) reinforce the link between the interests of our executive officers and shareholders. ◦Restricted Stock Units (RSUs) - 40%. RSUs have a 3-year vesting period and a primary purpose is to retain executive officers over the performance period of the PSUs. The Compensation Committee’s goal is to create a competitive compensation package for each NEO using the Competitive Compensation Data (as described below in the section titled “Peer Company Data”) to help determine each element of our executive pay.
THE DECISION-MAKING PROCESS
THE DECISION-MAKING PROCESS The Role of the Compensation Committee. Our executive compensation program is administered by the Compensation Committee, which is composed entirely of independent directors. The Compensation Committee is responsible for designing our executive compensation program, including each element of the program, and determining and approving total executive compensation for each executive officer. The Compensation Committee’s decisions with respect to our executive officers’ compensation are reviewed and approved by the Board. Additionally, the Compensation Committee is responsible for selecting, retaining and reviewing the performance of the Company's independent compensation consultant. In 2025, the Compensation Committee continued to engage Meridian Compensation Partners ("Meridian") as its independent compensation consultant. In retaining and reviewing the compensation consultant's performance, the Compensation Committee considers the independence of the compensation consultant in accordance with SEC rules. During 2025 Meridian did not provide services to the Company other than services for the Compensation Committee. The Compensation Committee therefore concluded that no conflict of interest existed that would prevent Meridian from serving as an independent consultant to the Compensation Committee. Meridian's Role. Meridian aids the Compensation Committee in its design and administration of the executive compensation program. In late 2023 and early 2024, Meridian helped the Compensation Committee design the Company's first-ever long-term incentive compensation program ("LTIP"), including recommending the addition of PSUs to the executive compensation package. Additionally, Meridian provides competitive compensation data for executive officers to the Compensation Committee to help the Committee determine the levels of base salary, cash bonuses and equity that are fair and competitive. Peer Company Data. The use of compensation data from a "Peer Group" of public companies that are comparable in industry, size (e.g., assets, market capitalization) and performance (the “Peer Company Data”) is an important aspect of determining our executive compensation. Since we compete for executive talent with comparable companies, utilizing the Peer Company Data helps us create a competitive compensation program that is structured to be compatible with our pay-for-performance compensation philosophy. The Compensation Committee and Meridian regularly review the companies in the Peer Group and make changes from time-to-time in order to consider whether each current peer remains appropriate (i.e., remains a publicly-traded company, did not undertake significant M&A or bankruptcy, etc.). In 2025, Meridian recommended removing two peers: •EZCORP, Inc. (business fit) •Maiden Holdings, Ltd. (M&A) and recommended adding Atlantic America, Palomar, NI Holdings and Universal Insurance. The Compensation Committee agreed that the recommended deletions and additions were more appropriate comparable companies. Accordingly, as of June 2025, our Peer Group consists of the following companies (new companies in blue):
Short-Term Incentive Opportunity
Short-Term Incentive Opportunity In 2025, our executive officers were eligible to earn a short-term incentive opportunity that consisted of a cash bonus (the “Cash Bonus”). The Cash Bonus is designed to place at risk a portion of each officer’s total direct compensation and is pay for performance delivered during the year. There are two steps to establishing the Cash Bonus opportunity.
1.Setting the Target for each Named Executive Officer
1.Setting the Target for each Named Executive Officer The Cash Bonus opportunity for each NEO and each executive officer is set by the Compensation Committee, based on Competitive Compensation Data and in the case of Mr. Stenberg, as reflected in the Stenberg Employment Agreement. There were no changes to target Cash Bonus opportunities for the NEOs in 2025. The 2025 target Cash Bonus for each NEO was:
1.Setting the Target for each Named Executive Officer
| Named Executive Officer | Target Cash Bonus | | Jon Stenberg | $400,000 | | Jeffery P. Conklin | $170,000 | | Sheryl Kinlaw | $150,000 |
2.Establishing Performance Objectives
Under the pay‑for‑performance program, each performance pillar is measured independently and features a sliding payout scale. Payouts commence upon achievement of threshold performance, resulting in an 80% payout, and increase based on performance outcomes up to a maximum payout opportunity of 150% for superior performance. Each of the 2025 Milestones was equally weighted, i.e., each pillar is worth 25% of the target Cash Bonus opportunity.
Calculating the 2025 Cash Bonus
Calculating the 2025 Cash Bonus Because the calculation of the Cash Bonus opportunity is formulaic, following conclusion of the 2025 fiscal year, the Compensation Committee determined the achievement of each of the 2025 Milestones in order to calculate the 2025 Cash Bonus amount for each NEO.
Calculating the 2025 Cash Bonus
| 2025 Milestone | Percentage of Milestone Achieved | 2025 Key Accomplishments/Results | | First Year Sales Growth | 119% | 119% of the cumulative sales growth targets were achieved, with Domestic first years sales growth achieving 150% of its set payout goal. | | Retention Improvement | 106% | Both our international and Security Plan markets achieved approximately 120% of retention improvement goals, leading to a cumulative achievement of 106%. | | Roadmap Execution | 150% | The scope delivered materially exceeded the pay-for-performance commitment and advanced multiple strategic priorities simultaneously, including process improvements and projects in the final expense markets, international growth plan, corporate efficiencies and customer-centric solutions. | | Financial and Expense Discipline | 85% | 85% of premium revenue growth target achieved. |
Calculating the 2025 Cash Bonus
Once the achievement percentages are set for each milestone, the Cash Bonus was calculated by multiplying the Percentage of Milestone Achieved by the weighting (25%) for each such milestone to determine the bonus multiplier.
Calculating the 2025 Cash Bonus
| First Year Sales Growth | | | Retention Improvement | | | Roadmap Execution | | | Financial & Expense Discipline | | | TOTAL | | .25x | 1.19 | .298 | .25x | 1.06 | .265 | .25x | 1.5 | .4 | .25x | 0.85 | 0.2125 | 115% |
Calculating the 2025 Cash Bonus
The total (bonus multiplier) is then multiplied by each NEO's target Cash Bonus opportunity to determine the Annual Bonus earned.
Calculating the 2025 Cash Bonus
| Named Executive Officers | Cash Bonus Target Value | x | Cash Bonus Paid | | Jon Stenberg | $400,000 | 115% | $460,000 | | Jeffery P. Conklin | $170,000 | 115% | $195,500 | | Sheryl Kinlaw | $150,000 | 115% | $172,500 |
Calculating the 2025 Cash Bonus
The Cash Bonus amounts paid to each NEO is reported under “Non-equity Incentive Plan Compensation” in the Summary Compensation Table on page 38.
Long-Term Incentive Opportunity
Long-Term Incentive Opportunity In addition to the Cash Bonus opportunity, the executive officers receive a long-term incentive (LTI) equity grant annually. Annual long-term incentive awards consist of RSUs (40% of each executive's LTI award) and Performance Share Units (PSUs) (60% of each executive's LTI award). The RSUs vest pro-rata over three years (1/3 per year) and are intended to retain executive leadership during the applicable performance period. PSUs vest at the end of a three-year performance period to the extent Citizens meets pre-established performance targets. The following table shows the LTI grants made to each NEO in 2025:
Long-Term Incentive Opportunity
| Executive | Target (in $) | RSUs | PSUs (1) | | Jon Stenberg | $450,000 | 39,560 | 59,341 | | Jeffery P. Conklin | $200,000 | 17,582 | 26,374 | | Sheryl Kinlaw | $175,000 | 15,384 | 23,077 |
Long-Term Incentive Opportunity
(1) PSUs reflect at 100% of target. Amount of PSUs earned would double if the 200% metric is achieved and be 50% if the threshold metric is achieved. The performance metric for the PSUs is achievement of a certain compound growth rate in adjusted book value from the beginning to the end of the performance period. The Compensation Committee and Board believe that using adjusted book value growth as a metric aligns management performance to shareholder interests because the Company's stock price is generally a multiple of the adjusted book value. Each earned PSU converts into one share of Class A Common Stock after the completion of the performance period. The payment of the PSU award remains contingent on continued employment through the end of the three-year performance period (except in certain events such as change in control, retirement, disability or death).
Severance Arrangements
Severance Arrangements The Stenberg Employment Agreement provides for cash severance and other benefits in connection with a qualifying termination following a Change in Control. As of December 31, 2025, the Company did not have any severance arrangements in place with any other of its executive officers.
Inducement Equity Grants
Inducement Equity Grants In order to attract and retain talent, from time-to-time we offer inducement equity awards in the form of RSUs that vest over 3-year terms. We believe that such awards allow us to recruit talent and incentivize employees to remain at Citizens in order to help drive our strategic goals. An inducement equity grant in the amount of $300,000, which equated to 135,747 RSUs, was made to Mr. Stenberg in 2024 when he joined the Company. No inducement grants were made in 2025.
RSU Retirement Policy
RSU Retirement Policy The RSU retirement policy defines how unvested RSUs are to be handed for individuals retiring from the Company. This policy allows employees who have unvested RSUs at the time of Retirement to continue vesting without penalty or forfeiture if the employee is retiring on a voluntary basis and has had favorable annual performance reviews over the prior 3 years. "Retirement" for the purposes of this policy equals the Early Retirement Age as defined by the Social Security Administration (currently age 62); provided, however, an employee must have a minimum of 5 years of employment with the Company to be eligible for the continued vesting benefit. The Board believes that this policy allows for a process to be followed consistently and help the Company recruit and retain staff through retirement in order to ensure continuity of leadership of employees who are considering retiring from Citizens.
Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information
Policies and Practices Related to the Grant of Certain Equity Awards Close In Time to the Release of Material Nonpublic Information We do not grant options to any of our directors, officers or employees. Annual RSU and PSU grants made under the LTI plan are made on the last day the stock market is open in the month of March, which is generally at least 2 weeks after we have filed our Annual Report on Form 10-K and prior year results in our earnings release.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Non-Equity Incentive Plan Compensation ($) (2) | All Other Compensation ($) | Total ($) | | Jon Stenberg | 2025 | 500,000 | 450,000 | 460,000 | 77,735(3) | 1,487,735 | | Chief Executive Officer and President | 2024 | 381,250 | 625,964 | 300,410 | 127,640(3) | 1,435,264 | | Jeffery P. Conklin | 2025 | 442,900 | 200,000 | 195,500 | 11,273(4) | 849,673 | | Chief Financial Officer, Chief Investment Officer and Treasurer | 2024 | 430,000 | 280,181 | 171,700 | 14,400(4) | 896,281 | | Sheryl Kinlaw | 2025 | 360,500 | 175,000 | 172,500 | 13,200(4) | 721,200 | | Chief Legal Officer and Secretary | 2024 | 350,000 | 272,408 | 151,500 | 14,200(4) | 788,108 |
SUMMARY COMPENSATION TABLE
(1)The amounts listed in Stock Awards reflect the aggregate grant date fair value of awards of RSUs and PSUs granted under the Citizens, Inc. Omnibus Incentive Plan and do not reflect compensation actually received. The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718, based on the closing price of the Company’s Class A common stock on the date of grant. Assumptions used in the calculation of these amounts are included in Note 13 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K. Stock awards in 2025 consist of RSUs and PSUs granted on March 31, 2025 pursuant to the Company's LTI plan discussed above. Stock awards in 2024 consist of (i) RSU awards granted on March 28, 2024 for achievement of 2023 performance goals, and (ii) RSUs and PSUs granted pursuant to the Company's new LTI plan discussed above. RSUs have three year vesting terms, subject to acceleration under certain circumstances as described herein and PSUs have a 3-year performance period described above. (2)The amounts reflect the performance-based cash incentive bonus earned by each NEO in each year in recognition of achievement of the relevant performance measure satisfied during such year, although not payable until the following fiscal year. For example, the amount reflected in the 2025 column was earned for the goals achieved for 2025, even though not paid until March 2026. See “Short-Term Incentive Opportunity” starting on page 35 for additional discussion on achievement and payout of the 2025 non-equity incentive plan compensation. (3)All Other Compensation for Mr. Stenberg in 2025 includes $66,104 in relocation payments (carryover from 2024) and $11,631 contribution to his 401(k). All Other Compensation in 2024 includes $79,981 in relocation payments and $39,109 in related tax gross-up, $7,500 in contributions to 401(k) and $1,050 to his HSA plan. (4)Includes the Company’s contributions to Mr. Conklin's and Ms. Kinlaw's 401(k) and in 2024 only $1,000 to each of their health savings account. The amounts in the salary and non-equity incentive plan compensation columns of the “Summary Compensation Table” reflect actual amounts earned in the relevant years (even if paid in a subsequent year), while the amounts in the stock awards column reflect the fair market values of equity granted during the year and not actual amounts paid. The table entitled “Outstanding Equity Awards at 2025 Year-End” provides further information on the NEOs potential realizable value and actual value realized with respect to their equity awards.
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END The following table shows information regarding the outstanding equity awards held by each of the Named Executive Officers as of December 31, 2025.
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
| Name | Grant Date | Number of shares or units of stock that have not vested (1) (#) | Market value of shares or units of stock that have not vested (3) ($) | Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (2) (#) | Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested (3) ($) | | Jon Stenberg | 3/18/2024(4) | 90,498 | $437,105 | | | | | 3/28/2024(6) | 40,619 | $196,190 | 45,696 | $220,712 | | | 3/31/2025(7) | 39,560 | $191,075 | 29,670 | $143,306 | | TOTAL | | | $824,370 | | $364,018 | | Jeffery P. Conklin | 3/31/2023(5) | 9,668 | $46,696 | | | | | 3/28/2024(6) | 49,901 | $241,022 | 28,037 | 135,419 | | | 3/31/2025(7) | 17,582 | $84,921 | 13,187 | 63,693 | | TOTAL | | | $372,639 | | $199,112 | | Sheryl Kinlaw | 3/31/2023(5) | 8,536 | $41,229 | | | | | 3/28/2024(6) | 52,153 | $251,899 | 24,533 | 118,494 | | | 3/31/2025(7) | 15,384 | $74,305 | 11,538 | 55,729 | | TOTAL | | | $367,433 | | $174,223 |
OUTSTANDING EQUITY AWARDS AT 2025 YEAR-END
(1)These are Restricted Stock Units (RSUs) that have time-based vesting requirements, vesting in 1/3 installments equally over 3 years provided that the NEO continues to be employed with the Company through the vesting date or otherwise qualifies for accelerated vesting pursuant to the Company's RSU Retirement Policy or in the case of Mr. Stenberg, the Stenberg Employment Agreement. (2)These are Performance Share Units (PSUs) that have a 3-year performance period. PSUs granted on March 28, 2024 have a performance period from January 1, 2024 through December 31, 2026. PSUs granted on March 31, 2025 have a performance period from January 1, 2025 through December 31, 2027. In both cases, the amount reflects the number of shares that would be awarded based on achieving minimum threshold performance goals. (3)The dollar amounts are determined by multiplying the number of RSUs and PSUs by $4.83, the closing price of the Company’s Class A common stock on December 31, 2025. (4)Equity inducement grant awarded to Mr. Stenberg on his start date. As of December 31, 2025, 2/3 of the original grant amount remained outstanding. (5)These RSUs were granted on March 31, 2023. As of December 31, 2025, 1/3 of the original grant amount remained outstanding. (6)These RSUs were granted on March 28, 2024. As of December 31, 2025, 2/3 of the original grant amount remained outstanding. (7)These RSUs were granted on March 31, 2025 and all were outstanding at December 31, 2025.
POTENTIAL PAYMENTS UPON TERMINATION
POTENTIAL PAYMENTS UPON TERMINATION
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE The following information is provided pursuant to the SEC pay versus performance disclosure requirements set forth for Smaller Reporting Companies in Item 402(v) of Regulation S-K (the "Pay Versus Performance Rule"). The amounts reported as “Compensation Actually Paid” do not reflect the actual amount of compensation earned by or paid to our Chief Executive Officer or our non-CEO Named Executive Officers and differ from the compensation amounts disclosed elsewhere in this proxy statement.
PAY VERSUS PERFORMANCE
| (a) Year (1) | (b) Summary compensation table total for CEO Jon Stenberg | (b) Summary compensation table total for CEO Gerald W. Shields | (c) Compensation actually paid to CEO Jon Stenberg (3) | (c) Compensation actually paid to CEO Gerald W. Shields (2) | (d) Average summary compensation table total for non-CEO executive officers | (e) Average compensation actually paid to non-CEO executive officers (4) | (f) Value of initial fixed $100 investment based on Total Shareholder Return (5) | (h) Net Income (in thousands) | (i) Adjusted Operating Income (in thousands) (6) | | 2025 | $1,487,735 | $— | $1,712,981 | $— | $785,437 | $892,306 | $226.76 | $14,591 | $17,330 | | 2024 | $1,435,263 | $956,177 | $1,781,205 | $989,823 | $842,194 | $1,002,708 | $75.52 | $14,912 | $21,310 | | 2023 | $— | $1,400,740 | $— | $1,336,131 | $605,912 | $598,909 | $50.66 | $24,437 | $26,631 |
PAY VERSUS PERFORMANCE
(1)Jon Stenberg was the CEO during 2025 and from July 1, 2024 through December 31, 2024. Gerald W. Shields was the CEO during 2023 through June 30, 2024. The non-CEO Named Executive Officers in 2025 and 2024 were Jeffery P. Conklin and Sheryl Kinlaw; and in 2023 were: Jeffery P. Conklin, Sheryl Kinlaw, Robert M. Mauldin III, and Harvey J.L. Waite. (2)Compensation Actually Paid to Mr. Stenberg in each applicable year is calculated as follows:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for CEO | LESS Grant Date Fair Value of Equity Awards Granted During Applicable Year (as reflected in Summary Compensation Table) | PLUS Year-End Fair Value of Equity Awards Granted During Applicable Year that are Outstanding and Unvested at end of Applicable Year | PLUS Change in Fair Value as of Year-End of Any Prior-Year Awards that Remain Unvested as of Year-End | PLUS Change in Fair Value as of the Vesting Date from the End of the Prior Fiscal year of Any Prior Year Awards that Vested During Applicable Year | EQUALS Compensation Actually Paid | | 2025 | $1,487,735 | $450,000 | $477,692 | $144,986 | $52,568 | $1,712,981 | | 2024 | $1,435,263 | $625,964 | $971,906 | $— | $— | $1,781,205 |
PAY VERSUS PERFORMANCE
(3)Compensation Actually Paid to Mr. Shields in each applicable year is calculated as follows:
PAY VERSUS PERFORMANCE
| Year | Summary Compensation Table Total for CEO | LESS Grant Date Fair Value of Equity Awards Granted During Applicable Year (as reflected in Summary Compensation Table) | PLUS Year-End Fair Value of Equity Awards Granted During Applicable Year that are Outstanding and Unvested at end of Applicable Year | PLUS Fair Value as of Vesting Date for Equity Awards Granted and Vested During Same Year | PLUS Change in Fair Value as of the Vesting Date from the End of the Prior Fiscal year of Any Prior Year Awards that Vested During Applicable Year | EQUALS Compensation Actually Paid | | 2024 | $956,177 | $162,308 | $— | $206,298 | $(10,345) | $989,823 | | 2023 | $1,400,740 | $234,999 | $170,390 | $— | $— | $1,336,131 |
PAY VERSUS PERFORMANCE
(4)The Average Compensation Actually Paid to the non-CEO executive officers in each applicable year is calculated as follows:
PAY VERSUS PERFORMANCE
| Year | Average Summary Compensation Table Total for non-CEO named executive officers | LESS Average of Grant Date Fair Value of Equity Awards Granted During Applicable Year (as reflected in Summary Compensation Table) | PLUS Average of Year-End Fair Value of Equity Awards Granted During Applicable Year that are Outstanding and Unvested at end of Applicable Year | PLUS Average of Change in Fair Value as of Year-End of Any Prior-Year Awards that Remain Unvested as of Year-End | PLUS Average of Change in Fair Value as of the Vesting Date from the End of the Prior Fiscal year of Any Prior Year Awards that Vested During Applicable Year | EQUALS Average of Compensation Actually Paid | | 2025 | $785,437 | $187,500 | $199,037 | $70,859 | $24,473 | $892,306 | | 2024 | $842,194 | $276,294 | $412,326 | $30,793 | $(6,311) | $1,002,708 | | 2023 | $605,912 | $107,500 | $77,945 | $11,148 | $11,404 | $598,909 |
PAY VERSUS PERFORMANCE
(5)Calculated by determining the number of shares that $100 would have purchased on December 31, 2022 ($100 divided by $2.13, which was the closing price of our Class A Common Stock on such date) and then multiplying that share amount by the closing price on the last day of each of the applicable years to determine the value of the $100 investment at the end of each applicable year. (6) Adjusted Operating Income is a non-GAAP measure that is computed as income (loss) before federal income tax, with discrete adjustments that exclude investment related gains (losses), income and loss from ceased businesses and a legal fee accrual for litigation that is being appealed. Management believes that this metric is meaningful, as it allows investors to evaluate underlying profitability and enhances comparability across periods, by excluding items that are heavily impacted by investment market fluctuations and other economic factors and are not indicative of operating trends. Management believes that the pre-tax metric is a more useful comparison than the post-tax metric, as the Company’s effective tax rate can fluctuate significantly from quarter-to-quarter. Adjusted Operating Income is calculated as follows:
PAY VERSUS PERFORMANCE
| For the years ended | | | | | Unaudited (In thousands) | 2025 | 2024 | 2023 | | Adjusted Operating Income | | | | | Income before federal income tax | $17,470 | $14,980 | $26,174 | | Less: | | | | | Excluded investment related gains (losses) | 140 | (2,626) | 760 | | Excluded property insurance business income (loss) | — | (204) | (1,217) | | Legal fee accrual | — | (3,500) | — | | Total adjustments | 140 | (6,330) | (457) | | Adjusted income (loss) before federal income tax | $17,330 | $21,310 | $26,631 |
Relationship between Compensation Actually Paid and our Total Shareholder Return
Relationship between Compensation Actually Paid and our Total Shareholder Return Our stock price performance is not one of the elements used in determining Compensation Actually Paid ("CAP") to our executive officers. However, the amount of Compensation Actually Paid to our executive officers aligns with the Company's Total Shareholder Return ("TSR") due to the fact that a portion of the compensation paid to our executive Officers is comprised of equity awards. Therefore, generally, as the TSR increases, the amount of Compensation Actually Paid to our Named Executive Officers also increases due to these equity awards.
Relationship between Compensation Actually Paid and our Net Income (GAAP and Non-GAAP)
Relationship between Compensation Actually Paid and our Net Income (GAAP and Non-GAAP) GAAP and non-GAAP net income (Adjusted Operating Income) are measures of our overall profitability that we believe are factors that can drive our stock price performance. However, Compensation Actually Paid is less sensitive to our annual GAAP and non-GAAP income because (1) our short-term annual goals are designed to achieve long-term profit growth, but neither net income or Adjusted Operating Income are Milestone pillars, and (2) our long-term goals focus on increase in book value, which our Board believes is a better measure of stock price growth.