Bryon Lewis

About Bryon Lewis

Bryon Matthew Lewis is Citizens, Inc.’s Chief Operating Officer, appointed effective January 1, 2025 (age 51). He previously served as Vice President, Operations since November 2021 after joining as an operations consultant in July 2021. He holds a B.S. in Information Technology from the University of Massachusetts–Lowell. Company performance context during his tenure includes a return to premium revenue growth in 2024 and record $1.1B of insurance issued, alongside expansion to 9,000 domestic agents and maintenance of an A.M. Best B++ rating; total assets were ~$1.7B at year-end 2024. TSR in the company’s pay-versus-performance framework rose to a $75.52 value of an initial $100 by 2024 (from $46.95 in 2023 and $37.17 in 2022).

Company financials during Lewis’s tenure

Past Roles

External Roles

Not disclosed in Citizens’ DEF 14A filings reviewed for 2024–2025.

Fixed Compensation

• Mr. Lewis’s individual base salary, target bonus, or 2024/2025 cash compensation were not disclosed; he was not included among Named Executive Officers in 2024 compensation tables.

Performance Compensation

Citizens’ executive incentive design in 2024 (context for COO role) combined a formulaic short-term cash bonus tied to four operational/financial pillars and a new long-term equity plan (60% PSUs, 40% RSUs). Bryon-specific weightings or payouts were not disclosed.

• 2024 Short-Term Incentive (company framework; 4 pillars and outcomes) | Metric | Target definition (examples) | 2024 Achievement | Notes | |---|---|---:|---| | First Year Sales Growth | Growth targets for international and domestic businesses | 110% | Drove 71% increase in direct first-year life & A&H premiums | | Retention Improvement | Improve lapses/surrenders; maintain persistency thresholds | 90% | International met 100%; Home Service at 80% | | Roadmap Execution | 5‑quarter roadmap delivery (products, distribution, systems) | 120% | Completed 20 projects; maintained A.M. Best rating | | Financials & Expense Discipline | Pre-tax income vs. budget (80%/100%/120% scales) | 80% | Achieved 100% of budgeted pre‑tax income |

• 2024 executive weightings (examples disclosed for NEOs; not specified for Lewis) | Executive | Sales | Retention | Roadmap | Financials | |---|---:|---:|---:|---:| | CEO (Stenberg) | 25% | 25% | 25% | 25% | | CFO (Conklin) | 20% | 10% | 35% | 35% | | CLO (Kinlaw) | 20% | 10% | 35% | 35% | | Bryon Lewis (COO) | Not disclosed | Not disclosed | Not disclosed | Not disclosed |

• 2024 Long-Term Incentive (LTI) design and vesting cadence

  • Mix: 60% PSUs (3-year performance), 40% RSUs (1/3 per year over 3 years).
  • PSU metric: compound growth in adjusted book value per share through 12/31/2026 with 0%/50%/100%/200% earnout tiers; payout at 3/28/2027, service-conditional.
  • Equity grants made on the last market day of March; RSUs commonly vest March 31 in subsequent years.

• Pay governance signals (company-wide)

  • 2024 Say-on-Pay approval: 90%. Clawback (Dec 1, 2023) in effect. No hedging/short sales/pledging by directors or officers. Stock ownership guidelines apply to CEO and all Section 16 officers.

Equity Ownership & Alignment

• Beneficial ownership: Mr. Lewis is not listed in the 2025 beneficial ownership table (directors and Named Executive Officers as of April 21, 2025); no Bryon-specific ownership amount was disclosed.
• Alignment mechanisms (policy-level):
  • Stock ownership guidelines cover CEO and all Section 16 officers (COO role generally falls under Section 16), promoting alignment. Specific multiples were not disclosed.
  • Prohibitions on hedging, short sales, and pledging by directors and officers.
  • Pre-clearance required for directors and Section 16 officers before trading; blackout periods around earnings apply.
  • Standard LTI vesting (RSUs 1/3 annually; PSUs cliff at 3 years) can create calendar-driven liquidity events (e.g., RSU tranches around March 31 when awarded under standard cadence); Bryon-specific grants were not disclosed.

Employment Terms

• Role and start: COO effective Jan 1, 2025; previously VP, Operations since Nov 2021; executive officer designation in 2024.
• Contracts/severance: Filings disclose employment agreement terms for CEO (Stenberg) and change-in-leadership arrangements for CFO and CLO; no Bryon-specific employment agreement, severance, or change-in-control terms were described.
• Clawback: Compensation Recovery Policy adopted Dec 1, 2023.
• Insider trading controls: Blackouts and pre-clearance for Section 16 officers; no hedging/pledging.

Performance & Track Record (context for COO remit)

• 2024 operational inflections: first total premium revenue increase since 2017; $1.1B of new insurance issued (+54% YoY); domestic licensing expanded to 43 states; domestic agent network grew from 2,000 to over 9,000; maintained AM Best B++ with “Very Strong” balance sheet.
• Financial highlights 2024 vs. 2023: pre-tax income $15.0m vs. $26.2m; diluted EPS $0.29; book value per share $4.21; adjusted book value per share $6.14; no debt.

Compensation Peer Group (benchmarking context)

• 2025 peer set spans life/health adjacencies (P&C, reinsurance, consumer finance). Median assets ~$1.5B; Citizens assets ~$1.669B (as of 12/31/2023). Compensation targets guided by “Competitive Compensation Data”; target percentile not specified.

Say‑on‑Pay & Shareholder Feedback

Risk Indicators & Red Flags (policy and disclosure review)

• Clawback policy active; no single-trigger CIC; no hedging/pledging permitted.
• Related-party transactions: the company reported none >$120,000 since Jan 1, 2024 requiring disclosure.
• ERM focus areas include rapid U.S. expansion risks, talent acquisition/retention in Austin, and policy persistency—areas pertinent to COO execution risk.

Investment Implications

• Incentive alignment: As COO and Section 16 officer, Lewis is subject to stock ownership guidelines and prohibited from hedging/pledging, and his incentives are expected to be governed by the same STI/LTI framework as other executives (PSUs tied to adjusted book value growth, RSUs with 3‑year vesting), aligning pay with profitable growth and capital discipline; however, Bryon-specific awards and targets were not disclosed.
• Retention and selling pressure: Standard RSU vesting on March 31 for executive grants can create recurring vest-driven supply for recipients; absence of Form 4 data in filings reviewed limits visibility into Lewis’s personal trading or 10b5‑1 activity.
• Execution risk: 2024 growth initiatives materially scaled distribution and product breadth; ERM disclosures highlight retention, underwriting, and rapid expansion risks that sit squarely within COO oversight, making operational KPIs (policy persistency, distribution quality, and cost control) key watch items.

Notes on coverage and gaps: Mr. Lewis’s individual salary, target bonus, equity grant sizes/schedules, ownership amounts, and any employment/severance contract terms were not disclosed in the DEF 14A filings reviewed.