Jason Murgio
About Jason C. Murgio
Appointed to GBLI’s Board on June 4, 2025 as a Designated Director selected by the Class B Majority Shareholder (Fox Paine Entities). He is Principal and CEO of Merger & Acquisition Services, Inc.; holds director seats at Investors Heritage Life Insurance Company and Hudson Life & Annuity Company; BA from Union College. Tenure at GBLI began June 2025; expertise is insurance M&A advisory with longstanding collaboration with GBLI’s Chairman Saul Fox.
Past Roles
- Not disclosed in GBLI filings beyond current leadership of Merger & Acquisition Services.
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Merger & Acquisition Services, Inc. | Principal & CEO | Not disclosed | Insurance-focused advisory/financial services firm |
| Investors Heritage Life Insurance Company | Director | Not disclosed | Life insurance board seat |
| Hudson Life & Annuity Company | Director | Not disclosed | Life & annuity board seat |
Board Governance
- Appointment and classification: The Board expanded to seven members and Jason Murgio was appointed as a Designated Director by the Class B Majority Shareholder under GBLI’s Third Amended & Restated LLCA. Independence not stated.
- Controlled company context: Fox Paine Entities beneficially own 100% of Class B shares and ~84% of GBLI voting power; GBLI is exempt from certain NYSE independence requirements.
- Committee assignments: Not disclosed in the 8‑K. Existing committees include Audit, Conflicts, Nomination, Compensation & Governance, Executive, Investment, and Enterprise Risk Management.
- Conflict and policy waivers: Board granted a conflict-of-interest waiver under GBLI’s Code of Business Conduct & Ethics to permit his ongoing roles at Merger & Acquisition Services; Chair approved an accommodation under the Director Compensation Plan exempting him from repayment of “Gross-Up Amounts” tied to non-compete provisions due to those roles.
- Engagement and attendance: Board met 9 times in 2024; 75%+ attendance for those serving in 2024; no 2025 attendance disclosed for Mr. Murgio yet.
Fixed Compensation
Non-Employee Director Compensation Plan (applies to Mr. Murgio; specific elections/amounts not disclosed):
- Retainer elections: Cash or restricted Class A Common Shares; “Gross-Up Amounts” equal to 37% when paid in shares.
- Reimbursements: Reasonable business-related out-of-pocket expenses (except for the Chair).
- Restrictions: One-year post-service trading restrictions; insider trading policy bans short sales/options/margin.
| Role/Committee Fee Component | Annual Amount (USD) |
|---|---|
| Board Member (non-employee) | $50,000 |
| Chairperson of the Board | $150,000 |
| Audit Committee – Chair / Member | $150,000 / $75,000 |
| Conflicts Committee – Chair / Member | $100,000 / $75,000 |
| Investment Committee – Chair / Member | $200,000 (2025) / $50,000 |
| Nom-Comp Committee – Chair / Member | $75,000 / $50,000 |
| Executive Committee – Chair / Member | $150,000 / $50,000 |
| Enterprise Risk Committee – Chair / Member | $150,000 (2025) / $75,000 |
| “Gross-Up Amounts” (shares election) | 37% of compensation |
Performance Compensation
- None disclosed for directors; plan grants restricted Class A Common Shares based on election rather than performance metrics.
Other Directorships & Interlocks
| Relationship | Nature | Notes |
|---|---|---|
| Merger & Acquisition Services, Inc. | CEO/Principal | Advisory firm has long-standing collaboration with GBLI’s Chairman (15+ years per press release). |
| Investors Heritage Life Insurance Company | Director | External board role in insurance. |
| Hudson Life & Annuity Company | Director | External board role in insurance. |
Expertise & Qualifications
- Insurance M&A advisory expertise; CEO of an industry-focused advisory firm.
- Long-standing strategic work with GBLI leadership; expected to provide guidance through “significant opportunity and growth.”
- BA in liberal arts (Union College).
Equity Ownership
- No GBLI share ownership for Mr. Murgio disclosed in filings to date.
Related Party Exposure and Conflicts
| Item | Detail | Period/Amount | Governance Handling |
|---|---|---|---|
| Advisory fees to M&A affiliate | GBLI paid Merger & Acquisition Capital Services, LLC (affiliate of Merger & Acquisition Services) for advisory work tied to internal reorganization | ≈ $400,000 since beginning of last fiscal year | Disclosed in 8-K; Conflicts Committee exists to review related party transactions; specific approval not stated in 8-K. |
| Conflict-of-interest waiver | Board waived Code of Conduct conflict provisions to permit continued roles at M&A Services | Granted upon appointment (June 2025) | Waiver explicitly noted in 8-K. |
| Non-compete “Gross-Up” repayment exemption | Chair/Board accommodated so he is not subject to Gross-Up repayment obligation due to roles at M&A Services serving industry participants (including competitors) | Effective with director appointment | Accommodation under Director Compensation Plan disclosed. |
| Controlled board appointments | Designated Director appointed by controlling Fox Paine Entities | Appointment effective June 4, 2025 | Designation under Third LLCA Section 5.3. |
Controlling Shareholder Context
| Item | Detail |
|---|---|
| Voting structure | Class A: 1 vote/share; Class B: 10 votes/share; vote together as single class. |
| Control | Fox Paine Entities beneficially own 100% of Class B and ~84% of total voting power; entitled to appoint majority of board seats as Designated Directors under LLCA. |
Governance Assessment
- Independence risk: Appointment by controlling shareholder as a Designated Director, with explicit conflict and non-compete accommodations, diminishes perceived independence and could affect board challenge culture.
- Related-party exposure: Recent ~$400k payment to an affiliate of his firm for reorganization advisory services highlights ongoing transaction flow with potential conflicts; continued advisory activity to industry competitors acknowledged.
- Policy exceptions: Formal waiver of Code of Conduct conflicts and exemption from Gross-Up repayment provisions is unusual for a new director and should be monitored for scope and precedent.
- Mitigants: Existence of a Conflicts Committee to review related party transactions; controlled-company status explains board composition and certain NYSE exemptions.
Investor implications: Expect valuable M&A strategy input, but weigh oversight rigor in conflicted situations; monitor future related-party engagements (fees/approvals), any committee assignments affecting conflict oversight, and disclosures of transactions and recusals.