Mary Taylor
CITIZENSAbout Mary Taylor
Mary Taylor (59) is an independent director of Citizens, Inc. (CIA), serving since 2021. She is a CPA with a B.S. in Accounting and a Master of Taxation from the University of Akron, and is designated by the Board as an Audit Committee Financial Expert. Her current executive role is Senior Vice President, Operations and Finance at Northeast Ohio Medical University (NEOMED), and she brings finance/audit expertise and political stature from prior elected offices in Ohio .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northeast Ohio Medical University | Senior Vice President, Operations and Finance | 2020–present | Operations and finance leadership, CPA credential |
| Welty Building Company | Executive Vice President & Chief Financial Officer; Chair, Finance & Operations Advisory Committee | 2019; Aug 2019–Mar 2020 | Finance leadership; advisory committee chair |
| State of Ohio | Lieutenant Governor; Director, Department of Insurance | 2011–2019; 2011–2017 | Insurance regulatory oversight; political stature |
| State of Ohio | Auditor of State | 2007–2011 | Financial oversight and audit function |
| State of Ohio | State Representative | 2003–2006 | Finance, Ways and Means, Education Committees |
External Roles
| Organization Type | Role | Notes |
|---|---|---|
| Public company boards | None | Other Current Public Boards: 0 |
| Private/academic | Senior Vice President, Operations & Finance, NEOMED | Active executive role |
| Government service | Lieutenant Governor of Ohio; Director, Ohio Dept. of Insurance; Auditor of State; State Representative | Extensive regulatory and fiscal experience |
Board Governance
- Independence: Independent director; CPA; designated Audit Committee Financial Expert .
- Committee Assignments (2024): Audit; Compensation; Nominating & Corporate Governance (NCG). Audit Committee meetings (4); Compensation (4); Investment (5); NCG (3) .
- Compensation Committee Interlocks: Served in 2024; committee members had no relationships requiring Item 404 disclosure; none were officers of the Company .
- Attendance: The Board met 7 times in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance practices: Regular executive sessions of independent directors; director resignation policy (majority of votes cast) .
| Governance Element | 2023 | 2024 |
|---|---|---|
| Audit Committee membership | Yes | Yes; Financial Expert |
| Compensation Committee membership | Yes | Yes |
| NCG Committee membership | Yes | Yes |
| Board/Committee attendance threshold | ≥75% | ≥75% |
| Independent status | Independent | Independent |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $105,000 | $105,000 |
| Committee/Chair Fees ($) | $0 (no chair roles disclosed) | $0 (no chair roles disclosed) |
| Meeting Fees ($) | $0 (none paid) | $0 (none paid) |
| Total Cash ($) | $105,000 | $105,000 |
Notes:
- Standard annual director cash retainer: $105,000; additional $10,000 paid only to Chairs of the Board or committees (not applicable to Taylor) .
- Directors do not receive fees for attending meetings .
Performance Compensation
| Equity Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual RSU grant fair value ($) | $32,500 | $40,000 | $40,000 |
| Grant date | Jun 7, 2022 | Jun 6, 2023 | Jun 18, 2024 |
| RSUs granted (#) | 8,333 | 18,182 | 14,035 |
| Vesting | 1-year, time-based | 1-year, time-based (vest Jun 6, 2024) | 1-year, time-based (vest Jun 18, 2025) |
| Options/PSUs | None disclosed for directors | None disclosed for directors | None disclosed for directors |
Notes:
- Equity is delivered as RSUs with grant-date fair value measured by closing price on grant date; no director performance metrics are tied to these grants (time-based vesting only) .
- No other compensation paid to non-employee directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | 0 |
| Prior public company boards | Not disclosed |
| Interlocks | None; Compensation Committee members (including Taylor) had no relationships requiring Item 404 disclosure |
Expertise & Qualifications
- CPA; finance/audit expertise; designated Audit Committee Financial Expert .
- Political stature and regulatory experience: Lt. Governor of Ohio; Director of Ohio Department of Insurance; Auditor of State; legislative committee service .
- Education: B.S. Accounting; Master of Taxation, University of Akron .
- Key competencies (Board matrix): C-level experience; Finance/Audit; Political Stature .
Equity Ownership
| Metric | As of Apr 21, 2025 |
|---|---|
| Class A shares beneficially owned | 33,370 |
| Percent of class | Less than 0.3% (based on 50,149,966 shares outstanding) |
| Unvested director RSUs held at 12/31/2024 | 14,035 |
| Hedging/Pledging | Prohibited for directors and officers |
Governance Assessment
- Strengths: Independent director with CPA credential and Audit Committee Financial Expert designation; serves on Audit, Compensation, and NCG committees; strong attendance culture and executive sessions; no related-party transactions or interlocks; hedging/pledging prohibited; say‑on‑pay support of 90% in 2024 indicates shareholder alignment .
- Compensation alignment: Mix of cash retainer ($105k) and modest annual RSU grant ($40k) balances independence and ownership alignment; no meeting fees; equity is time-based with one-year vesting, minimizing pay risk .
- Ownership: Beneficial ownership is modest (<0.3%), consistent with independent governance; ongoing RSU grants promote continued alignment .
- RED FLAGS: None evident in proxy disclosures—no related-party transactions >$120,000; no hedging/pledging; no director option repricings; Compensation Committee members had no disclosable relationships .