Cynthia Davis

About Cynthia H. Davis

Independent director of Citizens, Inc. since 2021; age 59. Davis is Vice President and Senior Underwriting Consultant at NFP/Partners Financial with 30+ years of life underwriting experience across carrier and brokerage sides; prior Chief Underwriter at Financial Industries Corporation and Great American. She holds a B.A. in Economics from the University of Georgia and industry credentials including FLMI, FALU, and LOMA Associate—Customer Service. She is independent and currently chairs the Nominating & Corporate Governance (NCG) Committee and serves on the Compensation Committee .

Past Roles

External Roles

Board Governance

• Independence: Board deems all directors independent except CEO; Davis is independent. Company applies a heightened standard (≤$25k non-board income); no director received such fees in 2024 . No family relationship between Cynthia Davis and Board Chair Jerry “Chip” Davis .
• Committees: Chair, Nominating & Corporate Governance; Member, Compensation .
• Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; independent directors hold executive sessions at least three times per year .
• Committee activity levels 2024: Audit (4), Compensation (4), Investment (5), NCG (3); Davis served on Compensation and chaired NCG .
• Board composition signal: 7 of 8 nominees independent; all standing committees composed entirely of independent directors; independent Board Chair structure maintained .

Fixed Compensation (Director)

Comp mix (2024, cash vs equity): ~$115k cash / $40k equity ≈ 74% cash, 26% equity, aligning with standard director structures; underlying values cited above .

Performance Compensation (Director)

• Options: None (company indicates director equity via RSUs; no options discussed for directors) .
• Performance metrics: Director equity is time-based RSUs (no performance metrics tied to director compensation) .

Other Directorships & Interlocks

• Public company directorships: None .
• Compensation Committee interlocks: During 2024, Davis (member), Claus, Jerry D. “Chip” Davis (Chair), and Taylor served on the Compensation Committee; company reports no relationships requiring Item 404 disclosure and no interlocks with other companies’ compensation committees .

Expertise & Qualifications

• Technical/Industry: Life underwriting (international and U.S.), underwriting risk, carrier and brokerage experience .
• Governance: NCG Chair overseeing board refreshment, director evaluations, and governance policies; NCG responsibilities include succession planning and governance policy oversight .
• Education/Certifications: B.A. Economics (UGA); FLMI; FALU; LOMA Associate—Customer Service .
• Board skills matrix tags: C‑Level Experience; International; U.S. Life Insurance; Underwriting .

Equity Ownership

Policy protections:

• Hedging/pledging prohibited for directors and officers; pre-clearance and blackout periods enforced under Insider Trading Policy .

Director Compensation (Detail)

Insider Trades (Context)

• Annual director RSU grant on June 18, 2024 reported in the proxy (14,035 RSUs, $40,000 grant value; one-year vest) .
• Reference: A Form 4 for Cynthia H. Davis was filed on 2024-06-21 (external Form 4 record) .

Related-Party Transactions and Conflicts

• Company is not aware of related party transactions ≥$120,000 since January 1, 2024 involving any director, including Cynthia H. Davis; all related person transactions require Audit Committee approval; none disclosed in the period reviewed .
• Compensation Committee interlocks: none requiring disclosure; no executive officers of Citizens served as director/comp committee member of another entity where a Citizens director/executive served as an executive officer in 2024 .

Governance Assessment

• Positives: Independent director; NCG Chair and Compensation Committee member with deep underwriting expertise aligned to core insurance risk oversight; met attendance expectations; independent board/committee structure; prohibition on hedging/pledging; no related-party transactions disclosed; independent chair structure; 90% Say‑on‑Pay support in 2024 indicates shareholder alignment .
• Alignment: Holds 31,356 shares as of April 21, 2025; receives annual RSUs with one-year vest, increasing alignment without encouraging excessive risk-taking (no options; no meeting fees) .
• Potential concerns: None identified; clarify that despite same surname as Board Chair, company states no family relationship between Cynthia Davis and Jerry “Chip” Davis .

Overall signal: Governance profile supports investor confidence—independence, active committee leadership, adequate attendance, clean related‑party profile, and straightforward director pay structure with modest equity alignment .

Citations: All items are sourced directly from Citizens, Inc. 2025 DEF 14A and related 8-Ks; see bracketed references.

References:

• Director biography, roles, and committees ; Board nominees overview and age .
• Director compensation table and program narrative .
• Attendance and committee meeting counts .
• Board independence, enhanced standards, independent sessions, and no family relationship .
• NCG, Compensation Committee mandates and governance processes .
• Beneficial ownership table (Cynthia H. Davis shares) .
• Related-party transactions disclosure and comp committee interlocks .
• Say-on-Pay best practices and 2024 90% support mention .
• Insider trading policy prohibitions (hedging/pledging) .
• CEO transition context (not directly about Davis but board context) .
• External Form 4 reference (Cynthia H. Davis) .