Keith Morgan
CITIZENSAbout J. Keith Morgan
Independent director of Citizens, Inc. (CIA); age 74; director since 2021. Former Chief Legal Officer & Senior EVP at TIAA‑CREF (2015–2018) and senior legal executive at GE Capital for ~20 years; prior managing partner for Gibson, Dunn & Crutcher in London, Paris, and Saudi Arabia; U.S. Navy JAG veteran. Education: B.A. Economics (Duke), J.D. (University of Virginia Law) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA‑CREF | Chief Legal Officer & Senior EVP | 2015–2018 | Led legal function for ~$1T retirement/insurance/asset management business; expertise in securities law and financial regulation . |
| GE (GE Commercial Finance Ltd.; GE Capital) | General Counsel & SVP | ~1995–2014 (nearly 20 years) | International transactions; M&A; financial services legal leadership . |
| Gibson, Dunn & Crutcher | Managing Partner (London, Paris, Saudi Arabia) | Prior to GE | Cross-border legal leadership, international governance . |
| U.S. Navy | JAG Corps | Early career | Military legal service; discipline and ethics foundation . |
External Roles
| Category | Current | Prior |
|---|---|---|
| Public company boards | 0 (none) | Not disclosed. |
| Private/non-profit/academic boards | Not disclosed | Not disclosed. |
Board Governance
- Independence: CIA board is 88% independent; all standing committees are fully independent; CIA applies enhanced independence (no >$25k consulting/other fees); all directors except CEO are independent—this includes Morgan; no director received consulting fees in 2024 .
- Board leadership: Independent Chair (Jerry “Chip” Davis, Jr.) since Feb 2020; separate Chair/CEO structure .
- Attendance: Board met 7 times in 2024; each director attended ≥75% of board and committee meetings; independent director executive sessions at least three per year .
- Committee memberships: Audit Committee member (Audit Committee Financial Experts are Maness (Chair) and Taylor; Morgan is member, not designated expert); Investment Committee member .
- Committee meetings (2024): Audit (4); Investment (5); Morgan served on both .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Chair Fees ($) | Meeting Fees | Equity Grant (RSUs) – Grant Date | RSUs (#) | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | 105,000 | 0 (not a chair) | None (no meeting fees) | Annual director award at 2024 AGM (June 18, 2024) | 14,035 | 40,000 | 1-year cliff (vest one year from grant) |
- Standard non-employee director program: $105,000 annual cash retainer; +$10,000 additional cash retainer for Board/committee chairs (not applicable to Morgan); annual RSU grant $40,000 at AGM; director education reimbursement up to $5,000; no meeting fees .
Performance Compensation (Director)
| Component | Metrics | Payout Determination | Notes |
|---|---|---|---|
| RSUs | None (time-based) | One share per RSU upon vest; annual grant | CIA does not grant options to directors; equity grants are RSUs only . |
- No performance-tied director equity (PSUs apply to executives under LTIP; not to directors) .
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Current public boards | None (reduces interlock/conflict risk) . |
| Compensation committee interlocks | None among committee members in 2024; Morgan not a member of the compensation committee . |
Expertise & Qualifications
- Core competencies: C-level leadership; International & U.S. life insurance; Finance/Audit; Legal; M&A/Corporate Strategy .
- Education: B.A. Economics (Duke); J.D. (UVA Law) .
- Regulatory and governance experience from TIAA‑CREF and GE; securities law and international transactions expertise .
- Audit literacy: Board determined all audit committee members are financially literate (committee financial experts are Maness and Taylor) .
Equity Ownership
| Holder | Shares Owned | % of Class A Outstanding | Unvested RSUs (as of 12/31/2024) |
|---|---|---|---|
| J. Keith Morgan | 80,147 | <0.3% | 14,035 |
- Shares outstanding: 50,149,966 Class A as of April 21, 2025 .
- Hedging/pledging prohibited under Insider Trading Policy (alignment positive) .
- Stock ownership guidelines exist (specific multiples not disclosed publicly) .
Governance Assessment
- Board effectiveness: Morgan strengthens audit and investment oversight via extensive financial-regulatory legal background; dual committee service (Audit; Investment) supports risk, financial reporting, and asset oversight .
- Independence & conflicts: Independent status under NYSE and CIA’s enhanced standard; no related party transactions >$120,000 involving directors in 2024; no consulting/other fees paid to directors beyond board compensation—low conflict risk .
- Attendance & engagement: Met required participation thresholds; board conducts regular executive sessions; committees active (Audit 4; Investment 5 meetings) .
- Compensation & alignment: Balanced cash retainer and time-based RSUs; no options; hedging/pledging ban; director equity vests on annual cadence; ownership of 80,147 shares indicates meaningful stake though below 0.3% of outstanding .
- Refreshment signal: CIA mandatory retirement age 75; Morgan is 74—expect potential near-term board refreshment unless exception granted (only Audit Chair Maness currently has exception) .
- Shareholder sentiment: Prior year Say‑on‑Pay supported by 90% of shareholders—positive governance backdrop (applies to executive pay program) .
RED FLAGS
- Approaching mandatory retirement age (74 vs policy limit 75) implies near-term turnover risk, though policy exceptions are rare (currently granted only to Audit Chair Maness) .
- No other material red flags identified: no related-party transactions, no hedging/pledging, no director consulting fees, no meeting-fee incentives .
Positive Signals
- Independent director with strong legal, audit, and M&A credentials; active on Audit and Investment committees; robust independence framework and executive-session practice; prohibitions on hedging/pledging; coherent director pay structure with modest equity .