Sheryl Kinlaw
CITIZENSAbout Sheryl Kinlaw
Sheryl Kinlaw, 56, serves as Chief Legal Officer and Secretary of Citizens, Inc. (CIA). She was appointed CLO/Secretary in July 2021 after serving as Interim CLO from April–July 2021 and providing outside counsel services to Citizens beginning March 2020; she is licensed in Colorado and Texas and holds a B.A. in Economics/International Studies from UCLA and a J.D. from the University of Texas School of Law . Company pay-versus-performance disclosures show improving total shareholder return (TSR) over 2022–2024 (value of a hypothetical $100 investment: $40.11 in 2022, $50.66 in 2023, and $75.52 in 2024) alongside Net Income of $26,007k in 2022, $24,437k in 2023, and $14,912k in 2024, and Adjusted Operating Income of $36,103k (2022), $26,631k (2023), and $21,310k (2024) . Management highlights include securing an AM Best rating in July 2023 and significant first-year premium growth initiatives in 2023–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Law firm of Sheryl Kinlaw (principal) | Outsourced General Counsel and specialized legal counsel to insurance carriers and distributors | 2013–2021 | Provided executive-level legal counsel to insurers and IMOs; later served Citizens as outside counsel starting March 2020 . |
| Culhane Meadows, PLLC | Partner; Securities Practice Chair | Not disclosed | Led securities practice for public companies; senior counsel experience with public issuers . |
| FIC Insurance Group (Austin) | Senior-level counsel | Not disclosed | Public company counsel experience in insurance sector . |
| THQ (Los Angeles) | Senior-level counsel | Not disclosed | Public company counsel experience in media/entertainment . |
| Citizens, Inc. (outside counsel) | Outside Counsel | Mar 2020–Jul 2021 | Provided dedicated outside counsel prior to appointment as Interim CLO (Apr–Jul 2021) and CLO (from Jul 2021) . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $300,000 | $350,000 | $350,000 |
| Target Cash Bonus ($) | $135,000 | $150,000 | $150,000 |
| Actual Cash Bonus Paid ($) | $128,250 | $97,408 | $151,500 |
| Stock Awards – grant-date fair value ($) | $40,335 | $94,998 | $272,408 |
| All Other Compensation ($) | $12,194 | $14,200 | $14,200 |
| Total Compensation ($) | $480,779 | $556,606 | $788,108 |
Performance Compensation
Short-Term Incentives (Cash Bonus mechanics and outcomes)
| Year | Metric | Weighting | Target Framework | Actual Achievement | Payout (Multiplier) | Vesting/Timing |
|---|---|---|---|---|---|---|
| 2024 | First Year Sales Growth | 20% | Thresholds at 80%/100%/120% of goals | 110% achieved; “71% increase in direct first-year life and A&H premiums” | Contributes 0.22 to multiplier | Cash paid in Mar 2025; RSU/PSU LTI granted separately |
| 2024 | Retention Improvement | 10% | Thresholds at 80%/100%/120% retention targets | 90% achieved (100% international; 80% Home Service) | Contributes 0.09 | Cash paid in Mar 2025 |
| 2024 | Roadmap Execution | 35% | Milestone delivery; 120% payout for above-plan | 120% achieved; 20 projects incl. new products, distribution, systems enhancements, AM Best rating maintained | Contributes 0.42 | Cash paid in Mar 2025 |
| 2024 | Financial & Expense Discipline | 35% | 80% payout at budget, 100% at ~108% of budget, 120% at ~117% | 80% achieved; budgeted net pre-tax income met | Contributes 0.28 | Cash paid in Mar 2025 |
| 2024 | Total | — | — | — | Bonus multiplier = 101%; Cash Bonus Paid $151,500 vs $150,000 target | Paid Mar 2025 |
| 2023 | First Year Sales Growth | 20% | Thresholds 80%/100%/120% | 91% achieved (100% international; 91.8% domestic; 80% Home Service) | Contributes 0.1812 | Cash paid in Mar 2024; Equity RSUs granted |
| 2023 | Retention Improvement | 10% | Thresholds 80%/100%/120% | 50% achieved | Contributes 0.05 | Cash paid in Mar 2024 |
| 2023 | Roadmap Execution | 35% | 120% for exceeding plan | 120% achieved; 55 projects incl. distribution expansion and AM Best ratings | Contributes 0.42 | Cash paid in Mar 2024; Equity RSUs granted |
| 2023 | Financial & Expense Discipline | 35% | Budget, ~108%, ~117% tiers | 0% (budget not achieved) | Contributes 0.00 | Cash paid in Mar 2024 |
| 2023 | Total | — | — | — | Bonus multiplier = 65%; Cash Bonus Paid $97,408 vs $150,000 target; Equity Bonus Granted $97,408 (converted to RSUs at payout-date price) | RSUs vest over 3 years |
| 2022 | First Year Sales Growth | 20% | Thresholds 80%/100%/120% | 80% achieved | Contributes 0.16 | Cash paid in 2023; Equity RSUs granted |
| 2022 | Retention Improvement | 10% | Thresholds 80%/100%/120% | 90% achieved | Contributes 0.09 | Cash paid in 2023 |
| 2022 | Roadmap Execution | 35% | 120% for exceeding plan | 120% achieved | Contributes 0.42 | Cash paid in 2023; Equity RSUs granted |
| 2022 | Financial & Expense Discipline | 35% | Budget, break-even, positive tiers | 80% achieved (budget met) | Contributes 0.28 | Cash paid in 2023 |
| 2022 | Total | — | — | — | Bonus multiplier = 95%; Cash Bonus Paid $128,250 vs $135,000 target; Equity Bonus Granted $95,000 (converted to RSUs at Mar 31, 2023 price) | RSUs vest over 3 years |
Long-Term Incentives (RSUs and PSUs)
| Year | Award Type | Target ($) | Shares Granted | Key Terms |
|---|---|---|---|---|
| 2024 | RSUs | $175,000 (60% PSUs / 40% RSUs for LTI mix; Kinlaw total LTI target $175k) | 32,710 RSUs | RSUs vest pro rata over 3 years (1/3 per year); intended to retain executive leadership during performance period . |
| 2024 | PSUs | Included in $175,000 LTI target | 49,065 PSUs | PSUs vest after a 3-year performance period based on pre-established targets . |
| 2023 | RSUs (Annual Bonus Payout for 2022) | Equity Bonus Granted $95,000 (Kinlaw) | 25,606 RSUs outstanding as of 12/31/2023 | RSUs granted Mar 31, 2023; vest 1/3 per year on Mar 31, 2024, 2025, 2026 . |
| 2022 | RSUs (Annual Bonus Payout for 2021) | Equity Bonus Granted (aggregate program) | 6,342 RSUs outstanding as of 12/31/2023 | RSUs granted Mar 31, 2022; vest 1/3 per year on Mar 31, 2023, 2024, 2025 . |
Equity Ownership & Alignment
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership – Class A shares | 11,677 (as of Apr 11, 2023) | Not disclosed in 2024 table for Kinlaw | 66,789 (as of Apr 21, 2025) |
| Percent of Class | <1% (based on 49,856,895 shares) | — | <0.3% (based on 50,149,966 shares) |
| Hedging/Pledging | Prohibited for officers and directors; no pledging allowed | Prohibited | Prohibited |
Outstanding Equity Awards (as of 12/31/2023)
| Grant Date | Unvested RSUs (#) | Market Value ($) (at $2.69 close on 12/29/2023) | Vesting Schedule |
|---|---|---|---|
| 7/1/2021 (inducement grant) | 8,000 | $21,520 | Inducement RSUs vest equally over 3 years from grant date . |
| 3/31/2022 | 6,342 | $17,060 | Vest 1/3 per year; as of 12/31/2023, remaining 2/3; scheduled to vest Mar 31, 2024 and Mar 31, 2025 . |
| 3/31/2023 | 25,606 | $68,880 | Vest 1/3 per year; scheduled to vest Mar 31, 2024, 2025, 2026 . |
Notes
- No stock options or option repricings disclosed; equity awards are RSUs and PSUs under the Omnibus Incentive Plan .
- Sheryl frequently signs SEC Forms on behalf of directors/officers as attorney-in-fact (e.g., Form 3 for director Michael Harwood) indicating legal control of Section 16 filings; this is administrative, not ownership .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | No employment agreement for Kinlaw (only CEO had one); compensation set by Compensation Committee . |
| Change-in-Leadership Agreement | Effective Nov 3, 2023; double-trigger: payment only if Change in Leadership (CEO replaced) or Change of Control AND termination without Cause within one year. With the leadership change on July 1, 2024, the agreement runs until July 1, 2025. If terminated without Cause on Dec 31, 2024: 6-month base salary $175,000; 6 months COBRA $4,220; pro-rata target bonus $150,000; acceleration of RSUs/PSUs valued at $591,616 (computed at $4.01/share); total $920,836 . |
| Equity Award Acceleration | RSUs/PSUs may accelerate upon resignation, retirement, termination, or change in responsibilities following a change in control per award agreements . |
| Clawback | Company may recoup “excess compensation” from RSUs upon a material restatement within prior 3 fiscal years . |
| Hedging/Pledging | Prohibited for all directors and officers (no derivatives, hedges, pledging, or short sales) . |
| Perquisites | No perquisites exceeding $10,000 disclosed for Kinlaw; All Other Compensation consists of defined contribution and HSA contributions . |
Performance & Track Record
- AM Best rating achieved for CICA Life (B++) with “Very Strong” balance sheet in July 2023, supporting distribution expansion and product appeal; NYSE Opening Bell in Aug 2023 to commemorate .
- 2023 execution delivered 55 roadmap projects and new distribution enhancements; 2024 execution delivered 20 projects including new products and channels, systems upgrades, and maintaining AM Best rating .
- Short-term incentive outcomes for Kinlaw reflect strong operational execution: 95% payout in 2022, 65% in 2023 (budget not met), and 101% in 2024 (broadly meeting/exceeding sales, retention, roadmap, and budget targets) .
Equity Ownership & Alignment Commentary
- Ownership increased from 11,677 shares (Apr 2023) to 66,789 shares (Apr 2025), supporting improved alignment; still <0.3% of shares outstanding .
- LTI shifted in 2024 to 60% PSUs / 40% RSUs, strengthening pay-for-performance via 3-year PSU performance periods while retaining RSU time-based retention .
- Strict prohibition on hedging/pledging limits misalignment and downside-risk hedging, a governance positive .
Investment Implications
- Alignment and incentive mix: Introduction of PSUs in 2024 materially increases performance linkage; RSU tranches vesting in March 2025 and March 2026 suggest predictable vest windows that can create technical supply from tax withholding/settlement, though no Form 4 selling pattern is disclosed here .
- Retention risk: The double-trigger Change-in-Leadership agreement expires July 1, 2025; should leadership or control events occur before expiry, accelerated vesting plus severance could reduce near-term retention risk; after expiry, retention relies on ongoing LTI and RSU/PSU schedules .
- Governance comfort: No options, no repricing, clawback in place, and hedging/pledging prohibition reduce standard governance red flags . Operational execution on roadmap and ratings support credibility of management plans, which historically drove bonus outcomes even when budget targets were missed (2023) .
- Trading signals: Watch RSU/PSU vest dates and potential equity acceleration conditions; TSR improving through 2024 aligns with higher “Compensation Actually Paid” sensitivity due to equity mix, a dynamic to monitor if stock volatility reshapes realized pay and potential insider activity tied to vesting schedules .
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