Michael Harwood
CITIZENSAbout Michael Harwood
Independent director of Citizens, Inc. since November 6, 2025. Former Senior Vice President and Chief Actuary at AIG Life & Retirement (2013–2023) and MetLife (2004–2013) with leadership roles spanning valuation, experience studies, Sarbanes–Oxley compliance, corporate governance, subsidiary integration, and capital efficiency; integral to the Corebridge Financial spin‑off. No arrangements or understandings tied to his election; the company states he has no material interest in related‑party transactions requiring disclosure and is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AIG Life & Retirement / Corebridge Financial | Senior VP & Chief Actuary | 2013–2023 | Leadership team for Corebridge spin‑off; actuarial oversight and value delivery |
| MetLife | Senior VP & Chief Actuary | 2004–2013 | Led valuation, actuarial staff, DAC amortization, experience studies; drove SOX compliance, governance, integration, and capital efficiency |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Company 8‑K identifies no other directorships or arrangements and confirms independence |
Board Governance
- Independence: Citizens states Harwood is an independent director; no arrangements or related‑party interests disclosed for his appointment.
- Committee assignments: Not disclosed in the November 6, 2025 8‑K. Current committee composition includes Audit (Maness, Chair; Morgan; Taylor), Compensation (Jerry D. “Chip” Davis, Chair; Claus; Cynthia H. Davis; Taylor), Nominating & Corporate Governance (Cynthia H. Davis, Chair; Taylor), Investment (Claus, Chair; Morgan; Jerry D. Davis); all committees are entirely independent.
- Board practices: Independent directors hold executive sessions at least three times per year; the Board met 7 times in 2024 with each director meeting the 75% attendance threshold; risk oversight is shared across the Board and Audit Committee (includes cybersecurity).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Paid in 24 equal installments, subject to continued service |
| Additional cash retainer – Chair of Board/Committee | $10,000 | Board Chair and each committee chair |
| Meeting fees | $0 | No fees for attending Board/Committee meetings |
| Annual RSU grant (non‑employee directors) | $40,000 | Granted at annual meeting; one‑year vest; delivered 1 share per RSU upon vesting |
| Director education reimbursement | Up to $5,000 | Normal course reimbursement for director education |
Note: Harwood was elected on November 6, 2025; the November 8‑K did not disclose his individual director compensation, grant timing, or committee roles. The table above reflects Citizens’ standard program for non‑employee directors.
Performance Compensation
- None disclosed for directors; RSUs vest time‑based over one year with no director‑specific performance metrics.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | Company affirms no material related‑party transactions and no arrangements tied to his election |
Expertise & Qualifications
- Actuarial and valuation leadership (AIG/Corebridge; MetLife) with direct experience in SOX compliance, corporate governance, subsidiary integration, and capital efficiency—skills aligned to audit/risk oversight in a life insurer.
- Execution focus; described by Citizens as accelerating project implementations and value delivery as the company expands product growth globally.
Equity Ownership
- Beneficial holdings for Harwood not disclosed in the April 21, 2025 ownership table (pre‑election). Citizens prohibits director/officer hedging, short sales, and pledging; directors/officers require pre‑clearance to trade and adhere to blackout periods.
Governance Assessment
- Positives: Independent appointment with no related‑party exposure; deep actuarial/valuation background and spin‑off execution experience bolster board oversight of insurance risk, capital and financial reporting.
- Board quality signals: All standing committees comprised entirely of independent directors; regular executive sessions; explicit risk and cybersecurity oversight in Audit Committee.
- Shareholder feedback: Say‑on‑pay support of 80% in 2025 vs 90% in 2024—still supportive but down year‑over‑year; monitor compensation committee engagement and program design.
- Watch items: Committee assignment and attendance for Harwood not yet disclosed; monitor Form 4 filings for ownership alignment and any pledging/hedging violations (policy prohibits such conduct).
Say‑on‑Pay Outcomes
| Year | For (%) | Against (%) | Abstain (%) | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 | 90% | 9% | 1% | 3,177,105 |
| 2025 | 80% | 13% | 6% | 3,195,669 |
Related‑Party Transactions
- Company process: Audit Committee pre‑approves related‑party transactions; questionnaires and quarterly disclosure reviews used to identify issues.
- Disclosure: No related‑party transactions exceeding $120,000 since January 1, 2024; Harwood has no direct or indirect material interest in transactions requiring disclosure under Item 404(a).
Director Compensation Program Detail (Illustrative 2024 Grants)
| Director | Fees Earned (Cash) ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Non‑employee directors elected June 18, 2024 (e.g., Maness; Claus; Cynthia H. Davis; Jerry D. Davis; Morgan; Taylor) | 105,000–115,000 | 40,000 | 145,000–155,000 |
RSUs granted at the annual meeting vested one year from grant; each such director held 14,035 RSUs as of December 31, 2024. Harwood’s November 2025 election fell outside the 2024 grant cycle; his grant timing/amount was not disclosed in the 8‑K.