Frank M. Svoboda
GLOBE LIFEAbout Frank M. Svoboda
Frank M. Svoboda, age 63, is Co-Chairman and Co-Chief Executive Officer of Globe Life Inc., serving as Co-CEO since January 1, 2023 and as a director since April 2023; he previously served as Executive Vice President and Chief Financial Officer from 2012–2022 and Senior EVP & CFO in 2022, after a 19-year tenure at KPMG LLP in insurance tax . He holds a B.A. in Accounting and Finance from Nebraska Wesleyan University and is affiliated with the AICPA and Texas Society of CPAs . Company performance under his leadership in 2024 included Operating EPS +16% year-over-year, book value per share excluding AOCI +13%, net operating income surpassing $1B for the second year, and over $1B returned to shareholders via dividends and buybacks . Governance support remained strong with a 92% Say‑on‑Pay approval and a five‑year average of 90% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Globe Life Inc. | Co‑Chairman & Co‑Chief Executive Officer | 2023–present | Jointly oversees all operations; complementary skill set leadership under Co‑CEO structure |
| Globe Life Inc. | Senior EVP & Chief Financial Officer | 2022 | Oversight of accounting, finance, capital markets, risk |
| Globe Life Inc. | Executive VP & Chief Financial Officer | 2012–2022 | Led finance and executive functions across holding company and subsidiaries |
| Globe Life And Accident Insurance Company | President | 2018–2022 | Subsidiary leadership supporting growth and profitability |
| American Income Life Insurance Company | President | 2017–2018 | Drove distribution and premium growth in exclusive agency channel |
| Globe Life Inc. | Vice President & Director of Tax | 2014–2018 | Tax strategy and compliance across complex insurance operations |
| KPMG LLP | Partner, Insurance Tax | 1984–2003 | Deep expertise in insurance tax, accounting, transactions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Institute of Certified Public Accountants | Member | n/a | Professional affiliation |
| Texas Society of Certified Public Accountants | Member | n/a | Professional affiliation |
| Public company boards | None | n/a | No other public directorships |
Fixed Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Base Salary ($) | 900,000 | 900,000 |
| Target Bonus (% of Salary) | 170% | n/a |
| Actual Annual Incentive ($) | 1,967,580 | n/a |
| Realized Pay ($) | 4,508,527 (base + annual incentive + vested/exercised equity) | n/a |
Performance Compensation
2024 Management Incentive Plan (MIP) – Corporate Metrics
| Metric | Weighting | Target | Actual | Payout vs Target |
|---|---|---|---|---|
| Operating EPS | 50% | $11.40 | $11.96 | 150.0% |
| Total Premium ($MM) | 30% | 4,680 | 4,666 | 93.2% |
| First‑Year Collected Premium ($MM) | 20% | 545 | 576.2 | 128.5% |
| Corporate Performance Factor | — | — | — | 128.6% |
2022–2024 Performance Share Awards (vested Feb 2025)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Performance Multiplier |
|---|---|---|---|---|---|---|
| Cumulative EPS | 40% | 24.76 | 28.10 | 30.25 | 29.08 | 123% |
| Underwriting Income ($MM) | 30% | 2,469 | 2,820 | 3,077 | 2,725.5 | 87% |
| Net Operating Income ROE | 30% | 11.50% | 13.60% | 15.10% | 13.86% | 109% |
| Payout Factor | — | — | — | — | — | 107.7% |
2024 Long‑Term Incentive Grants (Awarded Feb 28, 2024)
| Vehicle | Intended Mix | Quantity | Grant Date Fair Value ($) |
|---|---|---|---|
| Stock Options | 45% | 72,000 | 2,432,880 |
| Performance Shares | 45% | 19,700 | 2,529,480 |
| RSUs | 10% | 3,500 | 449,400 |
| Total | — | 95,200 | 5,411,760 |
Key plan features: options have 7‑year term and vest 50% on year‑2 anniversary and 50% on year‑3; RSUs cliff‑vest at 3 years; performance shares vest on 3‑year performance with BVPS and average NOI ROE targets .
Equity Ownership & Alignment
Beneficial Ownership (as of Jan 31, 2025)
| Category | Shares |
|---|---|
| Total beneficial ownership (common + options) | 489,781 |
| Percentage of shares outstanding | <1% |
| Presently exercisable options included | 324,000 |
| Indirect holdings – family trust | 144,898 |
| Indirect holdings – 401(k) Savings & Investment Plan | 1,935 |
Stock ownership guidelines: Co‑CEOs must hold ≥6x salary; counting shares, trust holdings, 401(k) fund, RS/RSUs; options and performance shares do not count. All directors and NEOs met guidelines or were within the 7‑year accumulation period as of 12/31/2024; sale restrictions require retention of 50% of “profit shares” until compliant . Hedging and pledging are prohibited for officers/directors (alignment positive; reduces leverage risk) .
Outstanding Equity Awards (Year‑end 2024)
| Award Type | Detail | Quantity | Valuation/Notes |
|---|---|---|---|
| Unexercisable Options | 2024 grant | 72,000 | Exercise $128.40; 7‑year term; 50/50 vest at years 2/3 |
| Unexercisable Options | 2023 grant | 62,500 | Exercise $120.49; same vesting |
| Options (exercisable/unexercisable) | 2022 grant | 32,500 exercisable; 32,500 unexercisable | Exercise $103.23 |
| RSUs (unvested) | 2024 grant | 3,500 | Market value $390,320 at $111.52 |
| Performance Shares (unearned) | 2024 grant | 39,400 (max projection at FY‑end) | Market value $4,393,888 at $111.52 |
| Performance Shares (unearned) | 2023 grant | 26,600 (max projection at FY‑end) | Market value $2,966,432 at $111.52 |
| Performance Shares (earned/vesting 2025) | 2022 grant | 11,845 | Market value $1,320,954 at $111.52 |
Termination/disability scenario values (illustrative at 12/31/2024, $111.52 share price): options $5,146,050; PS $4,906,880 (disability/death) or $2,944,128 (retirement); RSUs $766,142 (disability/death) or $125,261 (retirement), reflecting plan terms .
Insider selling pressure indicators:
- Large upcoming option tranches vesting at year‑2 and year‑3 anniversaries (2023 and 2024 grants), creating potential taxable events; mitigated by retention rules until ownership guidelines met .
- RSUs cliff vest at 3 years (2024 grant), concentrating vest dates; performance shares cliff vest after 3‑year performance periods, with payouts tied to BVPS and NOI ROE outcomes .
Employment Terms
- Contracts and Severance: Historically no employment contracts; in Nov 2024 the Company adopted an Executive Severance Plan for eligible executives (including NEOs), with participation beginning in 2025; specific benefit multiples not disclosed in 2024 disclosures .
- Non‑compete/Non‑solicit: RSU awards impose 2‑year non‑competition, non‑solicitation, and confidentiality provisions upon separation .
- Clawback: Policy applies to current/former executive officers upon an accounting restatement due to material non‑compliance; awards have minimum vesting and are subject to clawback .
- Tax gross‑ups: None for benefits or 280G excise tax upon change‑in‑control .
- Change‑in‑Control: If awards are not assumed/substituted, all options vest, RSUs vest, and PS pay out at 100% target pro‑rated to performance period; if assumed, double‑trigger acceleration on termination without cause (2 years for options/PS; 3 years for RSUs) or good reason .
- Retirement/Benefits: Participates in defined benefit Pension Plan; SERP designated for 18 executives with early retirement reduction factors (benefits scaled 15% at age 55 to 98% at age 64 vs age‑65 benefit) and annuity payouts; Committee can adjust eligibility factors case‑by‑case . Retirement Life Insurance Agreement coverage does not apply to Svoboda .
- Perquisites: Limited perqs including personal aircraft use, club/fitness dues, event tickets, and family travel; aggregate perqs exceeded $10,000 for four NEOs in 2024; aircraft personal use permitted for Co‑CEOs for safety/productivity .
Board Governance
- Board Service and Independence: Director since April 2023; an employee director and therefore not “independent” under NYSE and Company standards .
- Leadership structure: Company operates with combined Board Chair and CEO roles; Co‑CEOs manage without a President/COO; a Lead Independent Director is elected annually to balance governance, preside over executive sessions, and lead succession and evaluations (Linda L. Addison; extended through 2026 AGM) .
- Committees: Executive directors do not serve on standing Audit/Compensation/Governance committees; Svoboda served on the Board’s special Pricing Committee in Aug 2024 for a $450MM notes offering .
- Attendance: Board held 4 physical meetings and acted 3 times by unanimous written consent in 2024; all directors met ≥75% attendance and were present at the 2024 AGM .
Compensation Structure Analysis
- Pay mix emphasizes long‑term equity (options and performance shares), aligning realizable pay with TSR and long‑term fundamentals; Co‑CEO target cash remained flat in 2025 while LTI mix shifted to 60% PS, 30% options, 10% RSUs to increase performance focus and align with peers .
- Annual incentive formula tightened with addition of first‑year collected premiums metric (20% weight) to emphasize quality of growth; 2024 corporate factor paid above target on strong EPS and new‑business collections, while total premium under‑target constrained payout mix .
- Governance safeguards: No option repricing; no single‑trigger CIC vesting; no tax gross‑ups; robust clawback; prohibition on hedging/pledging; strong ownership guidelines and retention until compliant .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval 92% in 2024; five‑year average 90% .
- IR engagement: outreach to top 25 holders (representing ~57% of outstanding) in Q4 2024; management/co‑CEOs/CFO regularly engage investors; feedback shared with Board .
Compensation Peer Group
- 2024 peer group used for benchmarking included AFLAC, Assurant, CNO Financial, Cincinnati Financial, CNA Financial, Erie Indemnity, Fidelity National Financial, First American Financial, Lincoln National, Old Republic, Primerica, Reinsurance Group of America, Unum, W.R. Berkley .
- 2025 changes emphasized product alignment/profitability: additions—Principal Financial, Equitable Holdings, Voya Financial, Brighthouse Financial, Jackson Financial, F&G Annuities & Life; removals—American Financial Group, CNA Financial, Erie Indemnity, Fidelity National Financial, First American Financial, W.R. Berkley .
Investment Implications
- Alignment positive: high at‑risk pay (83% performance‑linked for Co‑CEOs), stringent ownership rules, prohibition on hedging/pledging, and robust clawback reduce agency risk and signaling is supportive of long‑term value creation .
- Near‑term vesting overhang: significant unvested options (2023/2024 grants vesting at years 2/3) and RSU/PSU cliffs could create periodic selling windows; retention requirements temper supply pressure until guideline compliance .
- Performance linkage credible: 2024 incentives paid above target on EPS and cash collections despite total premium under‑target; 2022–2024 PSU payout at 107.7% reflects balanced multi‑metric delivery (EPS, underwriting income, NOI ROE) .
- Change‑in‑control risk containment: double‑trigger for assumed awards, no tax gross‑ups, and no option repricing minimize unfavorable shareholder outcomes in corporate events .
- Retention risk moderate: absence of legacy employment contracts offset by new Executive Severance Plan (effective 2025) and SERP participation; limited perqs suggest disciplined cash compensation posture .