Christopher Claus
CITIZENSAbout Christopher W. Claus
Independent director at Citizens, Inc. since 2017; age 64. Former senior USAA executive with deep asset management and insurance distribution experience. Currently serves as Chair of the Investment Committee and member of the Compensation Committee; designated independent under NYSE standards and the company’s heightened independence policy. Education: B.A. (Business), University of Minnesota–Duluth; M.B.A., University of St. Thomas .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| USAA | Executive Vice President, Enterprise Advice Group | 2013–2014 | Led enterprise advice; broad consumer financial guidance scope |
| USAA | President, Financial Advice & Solutions Group | 2007–2013 | Oversaw advice platforms and product solutions |
| USAA Investment Management Company | President | 2001–2006 | Ran USAA’s investment management arm; brings asset management oversight to CIA’s board |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| TrueCar, Inc. | Director | Until 2023 | Former public company directorship; no current public boards |
Board Governance
- Independence: Board determined Claus is independent under NYSE rules and CIA’s enhanced standard (no >$25,000 non-board income); all standing committees are fully independent .
- Committee assignments and 2024 activity:
- Investment Committee: Chair; 5 meetings in 2024; oversees management of CIA’s investment activities and conformity with guidelines/regulation .
- Compensation Committee: Member; 4 meetings in 2024; evaluates executive/director pay, plans, consultant independence, and pay risk .
- Executive Committee: Member during 2024 for CEO onboarding and guidance .
- Board structure: Independent Board Chair (separate from CEO); independent director executive sessions held at least 3x per year .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of aggregate board and committee meetings on which they served .
Fixed Compensation (Director Pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard non-employee director retainer (paid in 24 installments) |
| Chair retainer (Investment Committee) | $10,000 | Additional cash retainer for each committee chair |
| Meeting fees | $0 | No meeting fees paid |
| Director education reimbursement | Up to $5,000 | Reimbursed; not included in compensation table |
| Total 2024 cash paid (Claus) | $115,000 | As reported in director compensation table |
Performance Compensation (Director Equity – 2024)
| Grant Type | Grant Date | Units / Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | June 18, 2024 | $40,000 (14,035 RSUs) | Vests one year from grant date | Each non-employee director elected at the 2024 AGM received this grant; time-based only (no performance metrics) |
| Options/PSUs | — | — | — | Company does not grant options to directors; annual director equity is RSUs |
As of Dec 31, 2024, Claus held all 14,035 RSUs from the June 18, 2024 grant unvested; settlement in shares upon vest .
Other Directorships & Interlocks
- Current public company boards: None .
- Compensation Committee interlocks: None. Committee members (including Claus) were not officers of CIA and had no relationships requiring disclosure; no reciprocal executive/director interlocks in 2024 .
Expertise & Qualifications
- Key competencies: C‑Level Experience; U.S. Life Insurance; Asset Management/Investments .
- Strategic value to CIA: As Investment Committee Chair, brings oversight discipline to CIA’s $1.4B investment portfolio (88% fixed maturity), aligning portfolio risk/return with insurance liabilities and regulatory constraints .
Equity Ownership
| Holder | Class A Shares Owned | % of Class | Unvested Director RSUs (12/31/24) | Hedging/Pledging |
|---|---|---|---|---|
| Christopher W. Claus | 58,358 | <0.3% | 14,035 | Company policy prohibits hedging and pledging by directors/officers |
- Stock ownership guidelines: CIA maintains Stock Ownership Guidelines among key governance documents; specific director multiple not detailed in the proxy .
Governance Assessment
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Strengths
- Independent director with asset management depth aligned to CIA’s needs; chairs Investment Committee overseeing investment policy/performance .
- High governance standards: independent committees; executive sessions; enhanced independence threshold; solid attendance .
- Clean related-party profile and no compensation interlocks; risk oversight engagement via Executive Committee during CEO transition .
- Simple, shareholder-aligned director pay structure: cash retainer + modest, time‑vested RSUs; no option grants or meeting fees .
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Potential Watch Items
- Equity alignment primarily via time‑based RSUs (no performance conditions for directors). This is standard market practice but provides limited pay-for-performance sensitivity relative to PSUs; nonetheless, hedging/pledging prohibitions support alignment .
- Investment oversight remains central given portfolio scale and fixed-income concentration (88% fixed maturity); sustained rate/credit volatility elevates the importance of Claus’s committee leadership and reporting cadence .
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Red Flags
- None identified related to attendance, interlocks, related‑party transactions, hedging/pledging, or Section 16 reporting for Claus in the latest proxy .