Chip Davis
CITIZENSAbout Chip Davis
Jerry D. “Chip” Davis, Jr. (age 74) is an independent director and the Chair of the Board at Citizens, Inc. (CIA); he has served on the board since 2017 and as Chair since February 2020 . He is a retired life insurance company CEO with a 46-year career at National Farm Life Insurance Company (NFLIC), holds the FLMI certification, and earned a B.S. in Business and an MBA from Tarleton State University . He is classified as independent under NYSE and CIA’s enhanced independence standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Farm Life Insurance Company (NFLIC) | Mortgage Loan Officer | 1977 | Early career foundation in insurance finance |
| NFLIC | Senior VP & Chief Investment Officer | 1981–2004 | Led investment management; regulatory and auditor engagement experience |
| NFLIC | President & CEO | 2004–Jan 2016 | Executive leadership of a life insurer; oversight of operations and strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NFLIC | Chair of the Board of Directors | 2004–present | Private company board; strengthens investment oversight expertise |
| Public Company Boards | — | — | None (0 current public boards) |
Board Governance
- Independence and leadership: Independent Board Chair; separate CEO/Chair roles for oversight; 7 of 8 nominees are independent; independent directors hold executive sessions at least three times per year .
- Committee assignments: Compensation Committee (Chair); Investment Committee member; Executive Committee member during 2024 (onboarding and guidance for CEO) .
- Attendance and engagement: Board met 7 times in 2024; all directors attended at least 75% of board and committee meetings; expected to attend annual meetings .
- Committees’ activity volumes (2024): Audit (4), Compensation (4), Investment (5), Nominating & Corporate Governance (3); all committees fully independent and chaired by independent directors .
- Skills: C‑Level Experience and U.S. Life Insurance competencies identified for Davis .
- Independence clarification: No family relationship between Cynthia H. Davis and Chip Davis .
- Enhanced independence control: CIA prohibits more than $25,000 of non‑board compensation to independent directors; none received such payments in 2024 .
Fixed Compensation
| Component | Amount | Detail | Period |
|---|---|---|---|
| Annual cash retainer | $105,000 | Paid in 24 equal installments during service year | |
| Additional cash retainer (Chair roles) | $10,000 | For Chair of the Board and each committee Chair | |
| Meeting fees | $0 | No board/committee meeting fees | |
| Director education reimbursement | Up to $5,000 | Normal course reimbursement; excluded from comp table | |
| 2024 Fees Earned (Chip Davis) | $115,000 | Cash earned as director in 2024 |
Performance Compensation
| Equity Type | Grant Date | Shares/Units | Grant‑date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 18, 2024 | 14,035 | $40,000 | One year from grant; settled in Class A shares |
| Options | — | — | — | CIA does not grant options to directors |
CIA provides annual RSUs to non‑employee directors with time‑based vesting; there are no performance‑conditioned metrics for director equity awards .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (0) |
| Private/Non‑profit boards | NFLIC Board Chair |
| Compensation Committee interlocks | None disclosed for 2024 (Claus, Davis, C. Davis, Taylor served; no interlock relationships) |
| Related‑party transactions | None >$120,000 since Jan 1, 2024 involving directors, nominees, or officers |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Life insurance executive experience | 46‑year insurance career; NFLIC CEO; CIO |
| Investment oversight | Former CIO; board‑level investment oversight at CIA’s Investment Committee |
| Governance leadership | Independent Chair of CIA’s Board since Feb 2020; Compensation Committee Chair |
| Education & certifications | FLMI; B.S. Business; MBA (Tarleton State University) |
Equity Ownership
| Holder | Class A Shares Owned | Percent of Class | RSUs Held (Unvested as of Dec 31, 2024) |
|---|---|---|---|
| Jerry D. “Chip” Davis, Jr. | 55,290 | <0.3% (asterisk per CIA table) | 14,035 (2024 director grant) |
| Shares outstanding (reference) | 50,149,966 | — | — |
| Hedging/pledging policy | Hedging and pledging prohibited for directors/officers (Insider Trading Policy) | ||
| Stock ownership guidelines | CIA maintains Stock Ownership Guidelines (amounts not specified in proxy) |
Governance Assessment
- Board effectiveness: As independent Chair and Compensation Committee Chair, Davis centralizes oversight of CEO pay, performance incentives, and succession—supported by use of an independent consultant (Meridian) and peer benchmarking for executives, indicating structured pay governance and market alignment .
- Independence and conflicts: No related‑party transactions or interlocks disclosed; enhanced independence standard; no hedging/pledging permitted—supportive of shareholder alignment and risk control .
- Attendance and process rigor: Directors achieved at least 75% attendance; committees meet regularly; independent executive sessions occur at least three times—signals active engagement and oversight .
- Shareholder support: 2024 say‑on‑pay approval was 90%, a positive signal for pay governance overseen by the Compensation Committee chaired by Davis .
- RED FLAGS: Mandatory retirement at age 75 and 12‑year maximum tenure policy creates near‑term chair succession risk (Davis is 74; only Audit Chair Dr. Maness has an approved exception) .
- Ownership alignment: Davis holds 55,290 shares plus unvested RSUs; CIA prohibits hedging/pledging; director equity grants vest annually, aligning incentives with stock performance through share settlement, albeit without performance metrics for directors .
Overall, Davis’s long insurance and investment background, independent chairmanship, and compensation committee leadership support board effectiveness and alignment, with the principal governance watchpoint being upcoming mandatory retirement and chair transition planning .