Terry Maness
CITIZENSAbout Dr. Terry S. Maness
Independent director at Citizens, Inc. (CIA), age 76, serving since 2011; Chair of the Audit Committee and designated Audit Committee Financial Expert. Former Dean of Baylor University’s Hankamer School of Business (1997–2021) with MBA and DBA from Indiana University and BA/MS in Economics from Baylor; Certified Cash Manager; author of multiple finance publications, bringing finance/audit expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baylor University, Hankamer School of Business | Dean; Dean Emeritus | Dean: 1997–2021; Emeritus since 2021 | Led large academic enterprise; built finance/audit expertise applicable to board oversight |
| Baylor University | Acting Dean; Associate Dean (Undergrad Programs) | Acting Dean: 1996–1997; Associate Dean: 1978–1981 | Senior academic leadership experience |
| Baylor University, Dept. of Finance, Insurance & Real Estate | Chairman | 1985–1996 | Deep domain leadership in finance/insurance education |
| Business Value Consultants | Owner | Since 1989 | Finance advisory background; potential RPT monitored by Audit Committee; none reported in 2024 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Privately held bank (name not disclosed) | Director | Not disclosed | Private company board service; complements audit oversight experience |
| Nonprofit boards (unspecified) | Director/Trustee | Not disclosed | Community service; no public company interlocks disclosed |
| Public company directorships | — | — | 0 current public boards |
Board Governance
- Committee assignments: Audit Committee Chair; designated Audit Committee Financial Expert alongside Mary Taylor .
- Attendance and engagement: Board met 7 times in 2024; each director attended or participated in 75% or more of Board and committee meetings; audit committee held 4 meetings in 2024 with quarterly cybersecurity updates from the CISO, and regular sessions with management and the independent auditor .
- Independence: Independent director under NYSE and CIA Enhanced Independence Standards ($25,000 cap on non-board fees; none received in 2024) .
- Board leadership: Independent Chair (Jerry D. “Chip” Davis, Jr.); independent director executive sessions at least 3 times per year .
- Risk oversight: Audit Committee oversees enterprise risk management, financial reporting integrity, internal controls, auditor independence, related-party transactions, and cybersecurity; Maness leads the committee’s 2024 actions and the formal Audit Committee Report .
- Refreshment policy exception: CIA mandates retirement at age 75 and max 12-year service; Board approved a specific exception for Dr. Maness to continue as Audit Committee Chair until another audit committee expert can assume the role (tenure since 2011) .
Fixed Compensation (Director)
| Year | Cash Retainer | Chair Fee | Total Cash | Equity Grant (RSUs, grant-date fair value) | RSU Grant Date | RSUs Granted | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | $105,000 | $10,000 | $115,000 | $40,000 | June 18, 2024 | 14,035 | 1-year, cliff vest at term end |
- No meeting fees; up to $5,000 director education reimbursement (not in comp table) .
Performance Compensation (Director)
| Component | Performance Metric(s) | Structure | Status |
|---|---|---|---|
| RSUs (annual director grant) | None (time-based) | Annual grant at meeting date; vests in one year; delivers one Class A share per RSU on vest | As of 12/31/2024, held 14,035 unvested RSUs from 2024 grant |
Directors do not receive performance-conditioned equity or cash incentives; CIA’s PSU-based metrics apply to executives, not directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | None |
| Private company boards | Director at an unnamed privately held bank |
| Nonprofit/academic roles | Some nonprofit boards; Dean Emeritus at Baylor |
| Interlocks with CIA stakeholders | None disclosed; CIA reported no related-party transactions ≥$120,000 in 2024 |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Finance/Audit | Audit Committee Chair; Audit Committee Financial Expert; Certified Cash Manager |
| Insurance/Regulatory familiarity | Academic leadership in finance/insurance; publications in major finance/insurance journals |
| Governance | Led rigorous audit committee agenda: quarterly result reviews, cybersecurity oversight, internal audit reporting, auditor pre-approvals, charter reviews, self-assessments |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs (12/31/2024) | Hedging/Pledging |
|---|---|---|---|---|
| Dr. Terry S. Maness | 34,129 | <0.3% of 50,149,966 Class A shares | 14,035 | Prohibited for directors/officers (no hedging/pledging/short sales) |
- Stock ownership guidelines are among CIA’s key governance documents; directors/officers subject to insider trading/blackout and pre-clearance controls .
Governance Assessment
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Strengths
- Seasoned finance/audit leader; Audit Committee Chair and SEC-designated financial expert; strong oversight of financial reporting, internal controls, auditor independence, and cybersecurity .
- Independence under NYSE and stricter CIA standards; no outside consulting income; independent director executive sessions held regularly .
- Transparent director pay structure; modest cash retainer plus small chair fee; time-based RSU grants encourage ownership; no meeting fees or complex perquisites .
- Related-party transaction controls robust; none reported ≥$120,000 in 2024, mitigating conflict risk despite private business interests (Business Value Consultants) .
- Insider trading controls include blackout periods, mandatory pre-clearance, and bans on hedging/pledging/short sales—strong alignment signal .
-
Watch items / RED FLAGS
- Policy exceptions: Age-75 retirement and 12-year tenure limits waived specifically for Dr. Maness due to audit chair expertise; while justified, exceptions can signal entrenchment risk and succession planning dependency in audit leadership .
- Attendance disclosure is threshold-based (“≥75%”) rather than precise; continued monitoring of audit committee engagement intensity advisable given ERM/cyber scope .
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Overall implication: Investor confidence benefits from Maness’s deep audit expertise and independent posture, but audit chair succession planning should be closely tracked to avoid overreliance on a single director beyond stated refreshment limits .
Potential Conflicts or Related-Party Exposure
- Business Value Consultants ownership noted; CIA’s Audit Committee pre-approves and oversees any RPTs; Company reports no RPTs ≥$120,000 in 2024 or proposed currently, reducing conflict risk .
- No consulting income from CIA to independent directors in 2024 under enhanced standards .
Director Compensation Structure Notes
| Element | CIA Practice |
|---|---|
| Annual retainer (cash) | $105,000 per year, paid bi-monthly |
| Committee chair fees | $10,000 per year (includes Audit Chair) |
| Meeting fees | None |
| Equity | Annual RSU grant valued at $40,000; vests at term end (one year) |
| Education | Up to $5,000 reimbursement per director |
CIA bans hedging/pledging and short sales for directors/officers; trading requires pre-clearance and follows blackout protocols—supports ownership integrity .
Board independence is high (7 of 8 nominees independent); all standing committees fully independent, supporting effective oversight .
Insider Trades
- Section 16(a) compliance disclosure in the proxy notes a late correction for Gerald Shields; no delinquency disclosures for Maness. CIA enforces strict insider trading controls and pre-clearance for directors .
No Form 4 data for Maness is disclosed in the proxy; monitor SEC filings for updates.