Paula Guerrero
CITIZENSAbout Paula Guerrero
Paula Guerrero, age 60, is Chief Information Officer of Citizens, Inc. (CIA) effective January 1, 2025, after leading the company’s IT function since February 2021. She brings 35+ years of IT and software development experience across startups to multinationals, with prior leadership at FirstCare Health Plans and Scott & White Health Plan (Baylor Scott & White), where she led data migration, vendor implementations, and integrations during plan consolidation. Education: B.S., GMI Engineering and Management Institute (Flint, Michigan). Her tenure overlaps with the company’s shift to quantified pay-for-performance (cash bonus milestones) and a new long-term incentive program (RSUs and PSUs), while company pay-versus-performance data shows improving TSR from 2022–2024 and a return to positive adjusted operating income in 2024.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens, Inc. | Chief Information Officer | Jan 2025–present | Leads Infrastructure, Help Desk, Policy Administration System, and Portal teams; accountable for technology roadmap and delivery. |
| Citizens, Inc. | Head of Information Technology | Feb 2021–Dec 2024 | Ran IT department ahead of CIO appointment; contributed to execution of 5-quarter roadmap and systems enhancements. |
| FirstCare Health Plans / Scott & White Health Plan (Baylor Scott & White) | IT Technical Teams Leader | 5 years (pre-2021) | Led data migration, vendor implementations, file exchanges, and internal systems integrations through consolidation. |
External Roles
- None disclosed (no public company directorships or committee roles reported).
Fixed Compensation
- Base salary and target/actual bonus for Ms. Guerrero are not disclosed in the proxy (NEO disclosures cover CEO, CFO, CLO). Company practice includes base salary plus a short-term incentive tied to quantified milestones.
Performance Compensation
Executive program structure (applies broadly; Paula is a Section 16 officer but not a disclosed NEO):
- Short-term incentive (cash): four 2024 milestones (First Year Sales Growth; Retention Improvement; Roadmap Execution; Financial & Expense Discipline). 2024 milestone achievements included 110% for sales growth and 120% for roadmap execution (e.g., 20 projects, new products, distribution channels, policy admin/payment system enhancements, maintaining AM Best rating) and achieving 100% of budgeted net pre-tax income; domestic first-year life/A&H premiums rose ~71%.
- Long-term incentive (equity): introduced in 2024 with annual awards of 40% RSUs (3-year pro rata vest) and 60% PSUs (3-year performance) to improve alignment and retention. PSU metric is adjusted book value per share (CAGR) with a 3-year period and 0–200% payout scale.
2024 milestone realization (program-level reference):
| 2024 Milestone | Percentage of Milestone Achieved | Notes |
|---|---|---|
| First Year Sales Growth | 110% | 71% increase in direct first-year life/A&H premiums; international at 120% payout goal, domestic ~50% above the 120% payout goal. |
| Retention Improvement | 90% | 100% for international; 80% for Home Services Insurance. |
| Roadmap Execution | 120% | Delivered 5-quarter roadmap: 20 projects; products, channels, system enhancements; maintained AM Best rating. |
| Financial & Expense Discipline | 80% | Achieved 100% of budgeted net pre-tax income. |
PSU performance scale (LTI):
| Adjusted Book Value per Class A Share at 12/31/2026 | PSU Payout |
|---|---|
| < $6.79 | 0% |
| $6.79–$8.00 | 50% |
| $8.01–$9.36 | 100% |
| > $9.37 | 200% |
| Each earned PSU converts into one share on March 28, 2027; requires continued employment through the 3-year period (subject to certain exceptions). |
Equity Ownership & Alignment
- Insider status: Section 16 officer (CIO).
- Insider trading policy: pre-clearance required; blackouts apply; prohibition on hedging, short sales, and pledging by directors/officers and related parties.
Current reported holdings and awards (latest Form 4s, 2025):
| Instrument | Details | Quantity | Status/Notes |
|---|---|---|---|
| Class A Common Stock (Direct) | Monthly stock purchase plan acquisition noted on 8/1/2025 | Notional example: 246 shares at $4.04 per MarketWatch; SEC Form 4 indicates plan purchases but count/price detailed in filing | Ongoing plan purchases; Form 4 explains purchases via Stock Investment Plan payroll deductions. |
| RSUs (granted 8/15/2023) | 3-year, equal annual tranches (8/15/2024–2026) | 2,708 vested 8/15/2025; remaining per grant schedule | Vested tranche converted to common stock 8/15/2025. |
| RSUs (granted 3/28/2024 for 2023 pay-for-performance) | 3 equal annual vesting tranches on 3/28/2025–2027 | 6,069 RSUs outstanding as disclosed | Program-aligned award under Omnibus Plan. |
| RSUs (granted 3/31/2025 for 2024 pay-for-performance) | 3 equal annual vesting tranches on 3/31/2026–2028 | 5,769 RSUs outstanding | Tied to 2024 performance. |
| RSUs (granted 3/31/2025 LTI) | 3 equal annual vesting tranches on 3/31/2026–2028 | 6,593 RSUs outstanding | LTI-aligned award. |
Vesting calendar and potential selling pressure watchpoints:
- 3/28/2025–2027 (2024 grant tranches), 3/31/2026–2028 (2025 pay-for-performance + 2025 LTI grants), 8/15/2026 (2023 grant final tranche). Monitor Form 4s around these dates; company prohibits pledging/hedging and requires pre-clearance/blackout compliance.
Stock ownership alignment and policies:
- Stock ownership guidelines apply to CEO and all Section 16 officers (policy in place; numeric multiples not disclosed).
- No hedging/pledging permitted under the Insider Trading Policy.
Employment Terms
Company-level arrangements applicable to executives (non-CEO):
- As of December 31, 2024, the company reported no severance arrangements for executive officers other than: CEO Employment Agreement (in effect through 6/30/2024), change-in-leadership agreements for certain NEOs (CFO/CMO historically), and RSU agreements. No separate Employment Agreement for Ms. Guerrero is disclosed.
- RSU Agreements: 100% vesting upon death/disability; 100% vesting upon change in control with qualifying termination (company termination without Cause or resignation for Good Reason within one year of CoC); “Good Reason” includes material base pay or target incentive reduction or relocation >50 miles (with cure rights). Earlier disclosure included pro-rata vesting if terminated without Cause (2022 proxy); current program emphasizes full acceleration only for death/disability and CoC with qualifying termination.
- Clawback: Incentive-based compensation recovery policy in place.
- Trading governance: Pre-clearance, blackout periods, and prohibitions on hedging/pledging and short sales for directors/officers.
- RSU Retirement Policy: Continued vesting for retirees meeting conditions (voluntary retirement, favorable prior 3-year reviews, min 5 years’ service, and at least Early Retirement Age as defined by SSA, currently 62).
Performance & Track Record (Company context during tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| TSR – value of initial $100 | $40.11 | $50.66 | $75.52 |
| Net Income ($000s) | $26,007 | $24,437 | $14,912 |
| Adjusted Operating Income ($000s) | $36,103 | $26,631 | $21,310 |
| Company added a quantified 2024 milestone framework and instituted annual LTI grants (40% RSUs/60% PSUs) to tighten pay-for-performance alignment. |
Compensation Structure Analysis (signals)
- Shift toward at-risk pay: Introduction of annual LTI (RSUs/PSUs) in 2024 and formulaic cash bonus tied to four milestones increases performance sensitivity and defers more value into multi-year equity for executives, including Section 16 officers like the CIO.
- PSU metric quality: Adjusted book value per share growth with a 0–200% payout structure is a fundamental balance-sheet aligned metric for a life insurer, aligning incentives with long-term value creation.
- Governance safeguards: No single-trigger CoC; CoC severance for CEO capped at 2x salary and bonus; no hedging/pledging; clawback in place—supportive for alignment and reduced governance risk.
Investment Implications
- Alignment: Guerrero’s equity mix (multiple open RSU grants with multi-year vesting) and company policies (ownership guidelines, clawback, no hedging/pledging) suggest strong alignment and reduced agency risk; watch for PSU outcomes tied to adjusted book value per share in 2024–2026.
- Trading/flow dynamics: Anticipate periodic Form 4 activity around vesting dates (3/28, 3/31, 8/15) which can add incremental supply; company blackout and pre-clearance policies reduce opportunistic trading risk but do not eliminate post-vesting sales for tax/liquidity.
- Retention risk: RSU Retirement Policy can mitigate late-career attrition risk by enabling continued vesting at retirement if conditions are met—relevant given age 60 and service accumulation—yet absence of an individual severance arrangement (beyond RSU treatments) implies lower separation costs but also fewer bespoke retention levers.
- Execution track record context: 2024 execution against roadmap (120%) and sales growth (110%) alongside AM Best rating maintenance points to operational momentum in areas under IT’s purview; sustained delivery on IT roadmap and core systems modernization remains a key execution lever under the CIO.
Notes on sources: Company disclosures (DEF 14A 2025, 2024, 2022) and 8-K filings provide program structures and governance; Form 4 filings provide Paula Guerrero’s specific equity awards and vesting.
Additional Form 4/insider references: SEC and third-party aggregators cited for 2025 insider activity.