J. Matthew Darden
GLOBE LIFEAbout J. Matthew Darden
Co-Chairman, Chief Executive Officer, and Director of Globe Life Inc. (GL) since 2023; Director since April 2023. Age 54. Background spans 30+ years in insurance and public accounting, including Partner at Deloitte & Touche (2006–2014), and senior strategy and business leadership roles at GL, with prior presidencies of American Income Life and Family Heritage subsidiaries. Education: B.B.A. (Economics & Finance) and M.B.A., Baylor University; Certified Public Accountant .
2024 operating performance under co-CEOs: Operating EPS rose 16% YoY to $12.37; net operating income exceeded $1B for a second straight year (+8%); total premium grew 5% (life +4% to $3.26B); book value per share excluding AOCI climbed 13% to $86.40 . Over 2019–2024, GL’s TSR equated to $111 on a $100 initial investment vs. peer index at $172 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Globe Life Inc. | Co-Chairman & CEO | 2023–present | Co-led execution on operating EPS growth, premium growth, capital returns; oversight of strategy and performance metrics used in incentives . |
| Globe Life Inc. | Sr. EVP & Chief Strategy Officer | 2022 | Enterprise strategy setting and capital deployment . |
| Globe Life Inc. | EVP & Chief Strategy Officer | 2017–2022 | Strategy, M&A/transactions; led business development . |
| American Income Life (GL subsidiary) | President | 2018–2022 | Distribution growth; agent productivity; product/service alignment . |
| Family Heritage Life (GL subsidiary) | President | 2017–2018 | Supplemental health distribution leadership . |
| Globe Life Inc. | EVP, Innovations & Business Development | 2014–2016 | Business model innovation and growth initiatives . |
| Deloitte & Touche LLP | Partner | 2006–2014 | Insurance audit/transactions; financial and controls expertise . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current or recent public company directorships disclosed . |
Fixed Compensation
- Base salary: $900,000 (2024); unchanged for 2025 ($900,000) .
- Annual incentive target: 170% of base salary (Co-CEOs) .
- 2024 MIP actual payout: $1,967,580 (128.6% of target) .
Multi-year reported compensation (USD):
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $650,000 | $850,000 | $900,000 |
| Stock Awards | $1,135,530 | $2,008,568 | $2,978,880 |
| Option Awards | $1,432,600 | $2,015,625 | $2,432,880 |
| Non-Equity Incentive Plan | $535,000 | $1,535,000 | $1,967,580 |
| Change in Pension Value | $0 | $399,676 | $138,054 |
| All Other Compensation | $26,586 | $52,027 | $41,772 |
| Total | $3,779,716 | $6,860,896 | $8,459,166 |
Perquisites: modest; includes personal aircraft usage policy for Co-CEOs and club/ticket costs; 2024 perqs totaled $29,697 for Darden .
Performance Compensation
- Annual incentive (MIP): Formulaic with three corporate metrics for Co-CEOs; no individual component for Co-CEOs. Weights: Operating EPS (50%), Total Premium (30%), First-Year Collected Premium (20%) .
- Long-term incentives: Options (7-year term; 50%/50% vest on 2nd/3rd anniversaries), Performance Shares (3-year cliff; 50% book value per share ex-AOCI growth incl. dividends; 50% average NOI ROE), and RSUs (3-year cliff) .
2024 MIP goals and results:
| Metric | Weight | Threshold | Target | Max | Actual | Metric Payout |
|---|---|---|---|---|---|---|
| Operating EPS ($) | 50% | 10.90 | 11.40 | 11.70 | 11.96 | 150.0% |
| Total Premium ($MM) | 30% | 4,550 | 4,680 | 4,810 | 4,666 | 93.2% |
| First-Year Collected Premium ($MM) | 20% | 495 | 545 | 595 | 576.2 | 128.5% |
| Corporate Factor | — | — | — | — | — | 128.6% |
2024 long-term incentive grants (awarded Feb 28, 2024):
| Vehicle | Intended Mix | Number Granted | Grant Date FV ($) |
|---|---|---|---|
| Stock Options | 45% | 72,000 | 2,432,880 |
| Performance Shares (Target) | 45% | 19,700 | 2,529,480 |
| RSUs | 10% | 3,500 | 449,400 |
| Total | — | 95,200 | 5,411,760 |
Additional LTI details:
- 2022–2024 PSU cycle vested at 107.7% of target (EPS growth above target; underwriting income below target; NOI ROE above target) .
- 2025 LTI mix for executives (incl. Co-CEOs): 60% PS, 30% options, 10% RSUs; target total direct comp ~7.6% higher vs 2024 reported due to LTI increase while cash targets unchanged .
Equity Ownership & Alignment
- Beneficial ownership: 292,534 GL shares as of Jan 31, 2025; less than 1% of shares outstanding .
- Presently exercisable options included in beneficial ownership: 249,410 shares .
- Outstanding awards at 12/31/2024 (selected):
- Unexercisable options: 72,000 (2024 grant, $128.40); 62,500 (2023 grant, $120.49); 32,500 (half of 2022 grant, $103.23) .
- Unvested RSUs: 3,500 (2024 grant) .
- Unearned PSUs in-cycle (as disclosed at maximum projection for 12/31/2024): 39,400 (2024–2026); 26,600 (2023–2025) .
- In-the-money values (12/31/2024 reference):
- Options intrinsic value at change in control: $3,242,818 .
- Unissued PSUs (target) and RSUs: $4,906,880 and $766,142 respectively .
- Ownership guidelines: CEO(s) 6x salary; 7-year accumulation period; stock options and PSUs do not count. As of 12/31/2024, all directors/NEOs met or were within the accumulation period .
- Hedging and pledging: Prohibited for directors/officers; policy includes preclearance, trading windows, and 10b5-1 plan requirements .
Employment Terms
- Contracts: NEOs (incl. Co-CEOs) do not have employment contracts .
- Severance: Globe Life Executive Severance Plan adopted Nov 2024; NEO eligibility effective Jan 1, 2025 (individual participation via agreements) .
- SERP: Present value at 12/31/2024 — Pension Plan $510,814; SERP $1,257,720 (benefits payable only after retirement criteria) . SERP amended Nov 5, 2025 to (i) update early-retirement reduction factors and (ii) coordinate with Severance Plan/CoC protection for qualifying terminations, including deemed age/vesting mechanics during CoC protection period .
- Change-in-Control (CIC) equity: If awards are not assumed/substituted, options become fully exercisable, 100% target PSUs earned pro rata, and RSUs vest at CIC; if awards are assumed, double-trigger applies (involuntary termination without cause or good reason within two years triggers vesting; three years for RSUs) . Company highlights “no single-trigger CIC vesting” in equity plan features; practical treatment depends on whether awards are assumed .
- Clawback: No-fault policy adopted Nov 8, 2023; 3-year lookback following an accounting restatement; recovery required; no indemnification .
- Non-compete/Non-solicit: Equity award agreements include a two-year post-separation non-compete and non-solicit (longer if within remaining vesting period for retirees); violation results in forfeiture/repayment .
Board Governance
- Role: Co-Chairman and CEO; not independent .
- Committees: Not a member of standing committees; served on a Board special Pricing Committee in Aug 2024 .
- Board structure: Combined Chair/CEO roles; independent Lead Director (Linda L. Addison) with defined authorities; 100% independent Audit, Compensation, and Governance & Nominating committees; frequent executive sessions of independent directors .
- Attendance: In 2024, Board held 4 meetings (plus actions by consent); all directors attended ≥75% of meetings; all directors present at 2024 annual meeting .
- Director compensation: Employee directors (incl. Darden) receive no board fees .
Director Compensation (as a Director)
- Not applicable; employee directors do not receive director retainers/equity .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 92%; 5-year average ~90% .
- Compensation consultant: Compensation Committee retains independent Pay Governance .
- Peer group: 2024 peer set disclosed; for 2025, peer changes emphasize product alignment/profitability (adds: PFG, EQH, VOYA, BHF, JXN, F&G; removals: AFG, CNA, ERIE, FNF, FAF, WRB) .
- Co-CEO benchmarking: Uses blended benchmark of peer CEO and second-highest-paid executive (20–30% below peer CEO levels), acknowledging co-CEO structure .
Performance & Track Record
- 2024 highlights: Operating EPS +16% YoY; NOI >$1B; net investment income +7%; agent count +11%; returned >$1B via dividends and buybacks .
- Capital and book value: BVPS ex-AOCI $86.40; GAAP BVPS $62.50 .
- TSR context: Since 2019, GL TSR at $111 vs peer group $172, reflecting relative underperformance over the period .
Compensation Structure Analysis
- At-risk orientation: 83% of Co-CEO target pay is performance-linked (annual cash + PSUs + options) .
- 2024 MIP change: Added first-year collected premiums metric (20% weight) to emphasize quality growth; capped payouts at 150% .
- LTI evolution: For 2025, higher PSU weight (60%) and lower options (30%), aligning with peer practices and pay-for-performance focus .
- No gross-ups; no option repricing; clawback in place; no hedging/pledging; robust ownership/retention guidelines .
Risk Indicators & Red Flags
- Equity plan CIC mechanics rely on award assumption; acceleration occurs if not assumed (mitigated by strong independent board oversight and Lead Director structure) .
- Modest perquisites; aircraft personal use permitted under policy with disclosed incremental cost .
- Related-party transactions: None in 2024 .
- Insider trading controls: Strict policy with preclearance and 10b5-1 guardrails .
Detailed Equity and Vesting Schedules (Selected)
| Award | Key Terms | Counts/Status |
|---|---|---|
| Stock options | 7-year term; 50% vests at 2 years, 50% at 3 years; grant price = close on grant date | 72,000 (2024, $128.40); 62,500 (2023, $120.49); 32,500 unexercisable (2022, $103.23) . |
| RSUs | 3-year cliff vesting | 3,500 unvested (2024 grant) . |
| PSUs (cycles) | 2023–2025 and 2024–2026 based on BVPS ex-AOCI (incl. dividends) and average NOI ROE | 26,600 and 39,400 shares shown at “maximum” projection as of 12/31/24 (final payout depends on earned performance) . |
| 2022–2024 PSU result | EPS growth; underwriting income; NOI ROE | 107.7% payout certified Feb 2025 . |
| 2024 vesting/exercises | Vested PSUs 10,295; value $1,321,878; options: none exercised by Darden in 2024 | . |
Investment Implications
- Strong pay-for-performance design with majority of compensation performance-contingent and increased PSU weighting in 2025 supports alignment; MIP metrics tightly tied to GL’s operating drivers (EPS, premiums, cash collections) .
- Upcoming vesting events (annual February grants; PSU cliff cycles) and strict anti-hedging/pledging reduce disorderly selling risk; any selling is likely to cluster around open windows and/or 10b5-1 plans .
- Ownership alignment is reinforced by 6x salary stockholding requirement and retention rules; Darden’s sizeable option exposure (large exercisable balance) creates sensitivity to share price performance .
- Governance mitigants to dual-role (Co-Chair/CEO) include a strong Lead Independent Director, fully independent committees, and frequent executive sessions; investors should monitor TSR momentum relative to peers given historical underperformance over 2019–2024 .