Linda L. Addison
GLOBE LIFEAbout Linda L. Addison
Lead Independent Director of Globe Life Inc. since April 2024 (previously Lead Director April 2023–April 2024); independent director since February 2018. Age 73. Past Managing Partner and Chair of the Management Committee at Norton Rose Fulbright US LLP; Of Counsel since 2017. Education: B.A., University of Texas at Austin; J.D., University of Texas School of Law; certifications in Climate Leadership (Diligent Institute) and Cybersecurity Oversight (Carnegie Mellon SEI) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Norton Rose Fulbright US LLP | Managing Partner & Chair, Management Committee | 2013–2017 | Oversight of governance, strategy, human capital |
| Norton Rose Fulbright (Global) | Global Head of Dispute Resolution | 2013–2014 | Global practice leadership |
| Fulbright & Jaworski L.L.P. (New York) | Partner-in-Charge, NY Office | 2009–2013 | Operational leadership, client development |
| Norton Rose Fulbright US LLP | Of Counsel | 2017–present | Strategic advisory, governance |
External Roles
| Organization | Role | Dates | Notes |
|---|---|---|---|
| Lexitas | Director | 2013–present | Technology-enabled litigation support services |
| KPMG LLP (U.S.) | Independent Director | 2018–2023 | Big Four; governance oversight; not GL’s auditor (GL uses Deloitte) |
| Catalyst | Director; Honorary Director | 2015–2024; 2024–present | Workplace inclusion NGO |
| MD Anderson Board of Visitors | Senior Member | 2004–present | Advisory to institutional leadership |
| University of Texas Law School Foundation | Senior Trustee | 2004–present | Educational foundation oversight |
| McCombs School of Business, UT Austin | Dean’s Advisory Council Member | 2022–present | Strategic advisory |
| Council on Foreign Relations | Member | 2014–present | Policy network |
| Good Works II Acquisition Corp. | Director (former) | 2021–2022 | Former public SPAC directorship |
Board Governance
- Independence: Affirmed independent (NYSE standards + Board criteria) on Feb 26, 2025 and Feb 28, 2024 .
- Lead Independent Director: Elected April 2024–April 24, 2025; extended to the close of the 2026 Annual Meeting. Duties include liaising with Co-Chairs/CEOs, agenda approval, presiding executive sessions, succession planning leadership, performance evaluations, and shareholder consultation .
- Committees: Member, Governance and Nominating Committee; not Audit or Compensation .
- Committee meeting cadence (2024): Audit (12), Compensation (5), Governance and Nominating (4) .
- Attendance: All directors attended ≥75% of Board and committee meetings in 2024; all directors present at the April 25, 2024 Annual Meeting .
- Retirement policy: Outside directors retire at the Annual Meeting immediately following the earlier of their 74th birthday or 18 years of service; Board actively manages succession and refreshment .
Fixed Compensation
- Structure (standard for non-employee directors, 2024): Annual retainer $280,000 ($100,000 cash; $180,000 equity); Lead Director $45,000 cash; Committee Chairs: Audit $35,000, Compensation $25,000, Governance $20,000; Audit Committee members $12,500. No meeting fees; election to receive cash portion in equity or defer permitted .
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $45,000 | $160,000 (includes one-time fees to Lead Director) |
| Equity Retainer (Grant Date Fair Value) ($) | $270,034 (RSUs) | $180,039 (restricted stock) |
| Options ($) | $0 | $0 |
| Total ($) | $315,034 | $340,039 |
Notes: 2024 “Fees Earned” include a one-time cash payment to the Lead Director; directors may elect to receive the $100,000 cash retainer in equity/deferral .
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|
| Restricted Stock | Jan 2, 2024 | 1,475 shares | $180,039 | Director equity retainer; plan permits restricted stock/RSUs/options; vesting terms not specified in proxy |
| RSUs | Jan 3, 2023 | 2,258 units | $270,034 | Director equity retainer; plan permits RSUs/options; vesting terms not specified in proxy |
Plan features: No discounted options, no repricing, no tax gross-ups; awards subject to minimum vesting and Clawback Policy .
Other Directorships & Interlocks
| Company | Current? | Role | Committee Roles |
|---|---|---|---|
| Public boards | None | — | — |
| Good Works II Acquisition Corp. | Former | Director | Not disclosed |
| Private/Non-profit boards | Multiple (see External Roles) | Director/Trustee/Member | Various governance/advisory roles |
- Auditor interlock risk: None disclosed; GL’s auditor is Deloitte, not KPMG (former affiliation for Addison) .
Expertise & Qualifications
- Core skills: Corporate governance, climate oversight, cybersecurity oversight, strategic planning, ERM, legal/regulatory/compliance, compensation, M&A, human capital .
- Certifications: Climate Leadership (Diligent), Cybersecurity Oversight (CMU SEI) .
- NACD Board Leadership Fellow (disclosed in 2024 proxy) .
Equity Ownership
| Item | As of Jan 31, 2024 |
|---|---|
| Total beneficial ownership (direct) | 17,689 shares |
| Indirect ownership | 0 shares |
| Ownership % of shares outstanding | <1% (no individual director ≥1%) |
| Options outstanding (director) | 0 shares |
| Pledging/Hedging | Prohibited by Insider Trading Policy |
| Stock ownership guideline | 5x annual cash retainer for directors; all directors met or within 7-year accumulation period as of Dec 31, 2024 |
Governance Assessment
- Strengths: Independent Lead Director role; robust lead director duties; active Governance & Nominating participation; strong attendance; formal stock ownership requirements; prohibition on hedging/pledging; clawback policy; no director meeting fees (aligns with long-term service) .
- Compensation alignment: Balanced mix of cash and equity; ability to elect equity for cash portion; standard pay structure with transparent chair/member retainers; no tax gross-ups or repricing .
- Conflicts/Related Party: Board policy; no related-party transactions in 2024 and 2023, mitigating conflict risk .
- Shareholder signals: Say-on-Pay approval strong—92% in 2024; 84% in 2023—supports confidence in compensation governance .
- Watch items: Approaching retirement age per policy (age 73; policy at 74); ensure succession continuity for Lead Director duties through 2026 Annual Meeting .
Say-on-Pay & Shareholder Feedback
| Year | Approval % |
|---|---|
| 2023 (voted in 2024) | 84% |
| 2024 (voted in 2025) | 92% |
Investor engagement: IR outreach to top shareholders; feedback shared with Board .
Related Party Transactions & Policies
- Policy: Disinterested Board approval required; arm’s length terms; corporate opportunity protections .
- 2023/2024 review: No related-party transactions identified .
Compensation Committee Analysis (context for governance quality)
- Independent consultant (Pay Governance); risk reviews indicate no compensation risks likely to materially adversely affect financials; robust stock ownership/retention guidelines and clawback policy .
Overall, Addison’s leadership as Lead Independent Director, committee engagement, and adherence to ownership and conduct policies support board effectiveness and investor alignment, with low conflict risk and strong shareholder support for compensation practices .