David A. Rodriguez
GLOBE LIFEAbout David A. Rodriguez
Independent director at Globe Life Inc. since February 2023; age 66. Former Global Chief Human Resources Officer at Marriott International with a 36‑year HR career spanning Marriott, Citicorp/Citibank, and Avon. Education: B.A. in Psychology, M.A. and Ph.D. in Industrial/Organizational Psychology from New York University; Fellow of the National Academy of Human Resources and the Society for Industrial and Organizational Psychology .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marriott International | Global Chief Human Resources Officer | 2006–2021 | Led global HR; focus on organizational culture and inclusion |
| Marriott International | EVP, Corporate HR & U.S. Hotel Division | 2003–2006 | Senior HR leadership |
| Marriott International | SVP, Corporate HR | 1998–2002 | Senior HR leadership |
| Citicorp/Citibank | Chief HR Officer, Citibank Credit Cards Division (culminating role) | 1989–1998 | HR leadership across roles |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| American Woodmark Corporation (NYSE: AMWD) | Director | 2020–Present |
| Society for Industrial and Organizational Psychology (SIOP) Foundation | Board of Trustees | Current |
Board Governance
- Independence: Board determined Rodriguez is independent under NYSE and Globe Life categorical standards (as of Feb 26, 2025) .
- Committee assignments: Member, Governance and Nominating Committee (Chair: James P. Brannen; Lead Director: Linda L. Addison) .
- Committee scope: Governance guidelines, independence assessments, board/CEO succession planning, board and individual director evaluations, culture and human capital risk oversight .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings; all directors were present at the April 25, 2024 Annual Meeting .
- Executive sessions: Regular executive sessions of independent directors; presided over by Lead Director .
- Board composition signal: 11 of 13 directors independent; 100% independent Board committees; strong Lead Director structure .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 100,000 | 180,039 | 0 | 280,039 |
| 2023 | 85,556 | 145,480 | 0 | 231,036 |
Director pay structure (standard 2024): Annual retainer $280,000 comprising $100,000 cash and $180,000 equity; additional cash retainers for Lead Director ($45,000), Audit Chair ($35,000), Compensation Chair ($25,000), Governance Chair ($20,000), and Audit Committee members ($12,500) . One‑time additional cash fees in 2024 applied to Audit Chair, Audit members, and Lead Director; Rodriguez did not receive those .
Performance Compensation
Non‑management director equity awards are time‑based (RSUs or options) without performance metrics. No bonus plans or PSU metrics apply to directors .
| Grant Date | Instrument | Quantity | Grant-Date Fair Value ($) |
|---|---|---|---|
| Jan 2, 2024 | RSUs | 1,475 | Included in $180,039 2024 stock awards |
| Mar 6, 2023 | RSUs | 1,205 | Included in $145,480 2023 stock awards |
Equity plan features: No single‑trigger change‑of‑control vesting; prohibition on repricing; no tax gross‑ups; awards subject to minimum vesting and Company Clawback Policy (company‑wide policy statement) .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts |
|---|---|---|---|
| American Woodmark (NYSE: AMWD) | Consumer durables (cabinetry) | Director | No disclosed related party transactions with Globe Life in 2024; Board determined none required review . Distinct industry from insurance, lowering conflict risk . |
Expertise & Qualifications
- Deep human capital management expertise (organizational culture, inclusion, succession) from senior HR leadership at Marriott and Citicorp/Citibank .
- Academic credentials in I/O Psychology (NYU); recognized fellowships (NAHR, SIOP) .
- Governance committee alignment with skills in corporate culture and human capital risk .
Equity Ownership
| Holder | Company Common Stock or Options Beneficially Owned (as of Jan 31, 2025) | % of Shares Outstanding | Notes |
|---|---|---|---|
| David A. Rodriguez | 5,817 | * (<1%) | No options outstanding; director equity held primarily via RSUs/time‑based awards |
Ownership alignment policies:
- Stock ownership guidelines: Non‑management directors must hold stock equal to 5x annual cash retainer; seven‑year period to comply. As of Dec 31, 2024, all directors met guidelines or were within the accumulation period .
- Hedging/pledging: Prohibited for directors; strong alignment and risk controls .
Governance Assessment
- Committee fit and effectiveness: Placement on Governance & Nominating leverages Rodriguez’s HR and culture expertise for board succession, evaluations, and human capital oversight; the committee met four times in 2024, indicating active engagement .
- Independence and attendance: Independent status affirmed in 2025; attendance thresholds met; regular executive sessions strengthen oversight and reduce management influence .
- Compensation alignment: Director pay weighted to equity ($180k of $280k standard retainer) supporting long‑term alignment; no performance-based director awards, minimizing incentive conflicts; 2023 lower pay reflects partial‑year service .
- Ownership and trading controls: Mandatory ownership guidelines, plus prohibition on hedging/pledging, and clawback policy at the company level, support investor confidence in alignment and accountability .
- Conflicts/related-party: Board reported no related party transactions requiring review in 2024; no disclosed interlocks posing conflicts with Globe Life’s insurance operations .
- Shareholder signals: Strong say‑on‑pay support (92% approval in 2024) reflects positive sentiment toward compensation governance, indirectly supportive of board oversight quality .
RED FLAGS
- None disclosed for Rodriguez: no related party transactions, no hedging/pledging, no attendance issues reported .
Appendix: Board & Committee Activity (Context)
- Board held four physical meetings and acted three times by unanimous written consent in 2024; Governance & Nominating held four meetings; Audit held 12; Compensation held five .
- Lead Independent Director structure with defined duties—agenda approval, executive sessions, succession oversight—enhances board independence and processes .