Harvey Waite
CITIZENSAbout Harvey Waite
Harvey J. L. Waite is 64 and has served as Citizens, Inc.’s Chief Actuary since April 2020 (Interim Chief Actuary from August 2018 to April 2020; Pricing Actuary Consultant from November 2017 to July 2018) . He holds an HBSc in Mathematics/Actuarial Science from the University of Western Ontario and is an FSA and MAAA . Company pay-versus-performance data show TSR rising from $40.11 (value of $100 investment) in 2022 to $50.66 in 2023 and $75.52 in 2024, while GAAP Net Income moved from $26.0M in 2022 to $24.4M in 2023 and $14.9M in 2024; Adjusted Operating Income was $36.1M (2022), $26.6M (2023), and $21.3M (2024) . Citizens ties annual executive bonuses to operational and financial milestones (sales growth, retention, roadmap execution, and pre-tax income), aligning incentives to execution and profitability .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Citizens, Inc. | Chief Actuary | Apr 2020–present | Leads actuarial, product and financial analytics; previously Interim Chief Actuary (Aug 2018–Apr 2020) and Pricing Actuary Consultant (Nov 2017–Jul 2018) . |
| Bank of America | SVP, Actuarial Risk Executive; SVP, Credit Risk Executive | 2006–2017 | Enterprise actuarial and credit risk leadership for large financial institution . |
| Fleet Credit Card Services (acquired by Bank of America in 2004) | Vice President, Actuary | 2000–2006 | Actuarial leadership in credit card portfolio prior to and after acquisition . |
| Academy Life Insurance Company (AEGON) | VP & Chief Actuary; AVP & Actuary | 1996–2000 | Insurance product and actuarial leadership in life insurance . |
External Roles
No external public company directorships or committee roles for Mr. Waite are disclosed in the executive biographies contained in the 2023–2025 Citizens proxy statements reviewed .
Fixed Compensation
-
Base salary
- 2021: $340,000 .
- 2022: $340,000 .
- 2023: $345,000 (Base Salary table for 2023) .
-
Target annual bonus mix (cash and equity)
- 2022 Targets: Cash $125,000; Equity $90,000 (total annual bonus opportunity = 63% of salary) .
- 2023 Targets: Cash $125,000; Equity $130,000 .
-
Actual annual bonus paid
- 2022: Cash bonus paid $120,000; equity bonus granted $86,400 .
- 2023: Cash bonus paid $93,030; equity bonus granted $96,751 (converted to RSUs at 3/28/2024 close) .
Multi-year summary (as disclosed):
| Metric | 2021 | 2022 |
|---|---|---|
| Salary ($) | 340,000 | 340,000 |
| Stock Awards ($, grant-date FV) | 48,963 | 72,351 |
| Non-Equity Incentive Plan Compensation ($) | 108,528 | 120,000 |
| All Other Compensation ($) | 10,458 | 32,695 |
| Total ($) | 507,949 | 565,046 |
Performance Compensation
Citizens sets annual “Milestones” and assigns each executive weighting by responsibility; payouts are formulaic based on achievement levels (80%/100%/120%) .
2022 structure and outcomes (Waite):
| Metric (2022) | Weight | Target definition | Achievement | Payout factor |
|---|---|---|---|---|
| First Year Sales Increase | 25% | Sales across international and Home Service with 80%/100%/120% grids | 80% | 0.20 |
| Improve Policy Retention | 20% | Retention targets by segment with 80%/100%/120% grids | 90% | 0.18 |
| Roadmap Execution | 35% | Execution of 5-quarter roadmap; LDTI, product, claims reengineering | 120% | 0.42 |
| Financials & Expense Discipline | 20% | Pre-tax income thresholds (80%/100%/120%) | 80% | 0.16 |
| Total Payout Multiplier | — | — | — | 96% |
| Cash Bonus Target x Payout | — | $125,000 x 0.96 | — | $120,000 |
| Equity Bonus Target x Payout | — | $90,000 x 0.96 | — | $86,400 (granted as RSUs 3/31/2023) |
2023 structure and outcomes (Waite):
| Metric (2023) | Weight | Target definition | Achievement | Payout factor |
|---|---|---|---|---|
| First Year Sales Growth | 25% (0.25 multiplier shown) | Sales targets across three markets | 91% (0.906) | 0.2265 |
| Retention Improvement | 20% (0.20 multiplier shown) | Lapse/surrender improvement with minimum persistency | 50% | 0.10 |
| Roadmap Execution | 35% (0.35 multiplier shown) | Delivery vs 5-quarter roadmap | 120% | 0.42 |
| Financial & Expense Discipline (Pre-tax income vs budget) | 20% (0.20 multiplier shown) | 80%/100%/120% payout grid tied to net pre-tax income | 0% | 0.00 |
| Total Payout Multiplier | — | — | — | 75% |
| Cash Bonus Target x Payout | — | $125,000 x 0.75 | — | $93,030 |
| Equity Bonus Target x Payout | — | $130,000 x 0.75 | — | $96,751 (granted as RSUs 3/28/2024) |
Notes:
- Citizens introduced a long-term incentive plan in 2024 for executives with 40% RSUs and 60% PSUs, reducing reliance on short-term bonuses; PSUs vest on 3-year performance, RSUs in 1/3 annual tranches; details appear in the 2025 proxy and outstanding awards for NEOs (Conklin/Kinlaw) include PSUs .
- Company states no stock options are granted to directors, officers, or employees .
Equity Ownership & Alignment
- Beneficial ownership (as of April 11, 2023): 25,752 Class A shares; less than 1% of outstanding .
- Company prohibits hedging, pledging, and short sales by directors/officers (reduces misalignment and margin-call risk) .
- Stock ownership guidelines are in place for executives (exact multiples not disclosed in the reviewed excerpts) .
Outstanding and vested equity (RSUs):
| Category | Date/Grant | Unvested at 12/31/2023 (#) | Vesting cadence and dates |
|---|---|---|---|
| RSUs (2021 grant) | 1/29/2021 | 2,697 | Equal thirds over 3 years; remaining 1/3 vested on 1/29/2024 . |
| RSUs (2022 grant) | 3/31/2022 | 11,376 | Equal thirds; 1/3 vested 3/31/2023; next tranches vest on 3/31/2024 and 3/31/2025 . |
| RSUs (2023 grant) | 3/31/2023 | 23,288 | Equal thirds; tranches vest on 3/31/2024, 3/31/2025, and 3/31/2026 . |
| Stock vested (2023) | — | — | 8,386 shares vested during 2023; $27,604 value on vesting dates . |
| Stock vested (2022) | — | — | 2,698 shares vested during 2022; $12,706 value on vesting dates . |
Ownership concentration snapshots (context):
- Directors and NEOs as a group owned 616,263 Class A shares (1.2%) as of April 19, 2024 .
- Directors and NEOs listed in 2025 owned 802,285 Class A shares (1.6%); Waite is not listed as a 2024 NEO in the 2025 table .
Employment Terms
- Employment agreement: Proxy statements disclose no employment agreement for NEOs other than the CEO; Waite is not listed as having an employment agreement in 2023–2024 .
- RSU Retirement Policy (adopted June 7, 2022): Unvested RSUs may continue to vest if an employee voluntarily retires at or above Social Security “Early Retirement Age” (currently 62) and has a minimum of 5 years of service and favorable performance reviews; this is a broad policy applicable to eligible employees .
- Clawback: Effective December 1, 2023, Citizens adopted a Compensation Recovery Policy for erroneously awarded compensation upon certain restatements; pre-existing RSU award agreements also permit recoupment of “excess compensation” upon restatement .
- Change-in-control/leadership: RSU awards accelerate upon death/disability or upon “Termination of Employment or Service in Connection with a Change of Control” (company termination without cause or resignation for good reason within one year of a change of control) . 2023 “Change in Leadership Agreements” were disclosed for Conklin and Mauldin (not Waite); 2024 disclosures focus on CEO, Conklin, Kinlaw (and previously Mauldin) .
Compensation Structure Analysis
- Shift toward long-term equity: In 2024, Citizens reduced short-term bonus emphasis and added PSUs (60% of LTIP), increasing multi-year performance risk and alignment; RSUs (40%) add retention through time-vesting .
- No options: Absence of options reduces pay convexity and eliminates repricing risk; equity is via RSUs/PSUs only .
- Pay-for-performance: Annual bonus calculations are formulaic with milestone weightings tied to each executive’s remit; Waite’s payouts tracked milestone attainment in 2022 (96%) and 2023 (75%) .
- Governance safeguards: Hedging/pledging prohibitions, clawback, and stock ownership guidelines mitigate misalignment and risk-taking concerns .
Say‑on‑Pay and Shareholder Feedback
- Say‑on‑pay support: 92% in 2023 and 90% in 2024, indicating broad shareholder approval of executive pay practices .
Investment Implications
- Alignment: Waite’s compensation combines fixed salary with milestone-driven cash/equity and multi-year RSU vesting; with company-level adoption of PSUs in 2024, executive incentives are increasingly tied to long-term performance, a positive for alignment, though Waite’s specific PSU participation was not disclosed in the excerpts reviewed .
- Retention dynamics: The RSU Retirement Policy allows continued vesting for eligible retirees (age and service based); given Waite’s age (64) and start date (April 2020), once the service threshold is satisfied, forfeiture risk on unvested RSUs at retirement is reduced—lowering near-term retention risk but supporting orderly succession planning .
- Selling pressure windows: Scheduled RSU vestings around 3/31/2025 and 3/31/2026 (from 2022–2023 grants) create potential liquidity windows; monitor any 10b5‑1 plans or Form 4 activity around those dates for trading signals .
- Pay outcomes vs. results: 2023 bonus reduction to 75% reflected shortfalls on retention and pre‑tax income targets despite strong roadmap execution; 2024 company-level pay-versus-performance shows rising TSR but declining GAAP Net Income, reinforcing the Committee’s emphasis on adjusted operating profitability and execution metrics rather than GAAP earnings alone .