Mary E. Thigpen

About Mary E. Thigpen

Independent director (age 65), serving since February 2018 and currently Chair of the Audit Committee at Globe Life Inc. (GL). She is designated an “audit committee financial expert” (initially in February 2020; reaffirmed by the Board on February 26, 2025) and brings deep experience in technology, cybersecurity, enterprise risk, digital sales/marketing, and corporate governance; she holds a B.S. in Mathematical and Computer Science from Clemson University .

Past Roles

External Roles

Board Governance

• Independence: Affirmed “independent” by the Board on February 26, 2025 under NYSE and company standards .
• Committee assignments: Chair, Audit Committee; members in 2024 included Steven P. Johnson (retiring in 2025), Alice S. Cho, and others; the Audit Committee met 12 times in 2024 .
• Audit committee financial expert: Thigpen designated since February 2020; reaffirmed alongside new members in February 2025 .
• 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 .
• ERM/cyber oversight: As Audit Chair, serves as Board liaison to the ERM Committee; Audit Committee receives quarterly cyber briefings from the CISO and reports to the full Board .
• Tenure: 7 years (as of March 18, 2025) per skills matrix .
• Lead Independent Director context: Board not chaired by an independent director; independent Lead Director (Linda L. Addison) presides over executive sessions; duties include agenda approval, succession oversight, and shareholder communication .

Fixed Compensation

• No meeting fees; limited perquisites, none above $10,000 aggregate in 2024 for any non‑employee director .

Performance Compensation

• Standard director equity mix is elected by each director (market‑value stock options, restricted stock, or RSUs); if no timely election, equity defaults to $180,000 of market‑value stock options. Thigpen received restricted stock in 2024, not options .
• Director equity is retainer‑based and time‑vested; no performance metrics apply to director equity grants .

Performance Metrics (Directors)

Other Directorships & Interlocks

Expertise & Qualifications

• Technology and cybersecurity oversight; digital transformation; enterprise/systemic risk; international business; digital sales and marketing; corporate governance .
• Audit committee financial expert status (SEC Reg S‑K Item 407(d)(5)) .
• Education: B.S., Mathematical and Computer Science, Clemson University .

Equity Ownership

Governance Assessment

• Strengths

  • Independent Audit Chair with audit committee financial expert designation; active oversight of ERM and cybersecurity with quarterly CISO briefings and liaison role to ERM .
  • Strong attendance and engagement; all directors ≥75% meeting attendance; full Annual Meeting attendance .
  • Director compensation structure emphasizes equity alignment; ownership guidelines require 5x cash retainer; hedging/pledging prohibited .

• Watch items

  • Board Chair and CEO roles are combined; mitigated by empowered Lead Independent Director and regular executive sessions, but independence optics warrant continued monitoring .
  • One‑time additional cash fees to Audit leadership in 2024 reflect elevated workload; not inherently problematic but should remain clearly disclosed and tied to defined responsibilities .

• Conflicts/related‑party exposure

  • No related party transactions identified for 2024 under the Board’s Related Party Transaction Policy .

Director Compensation (Detail for 2024)

Board Committee Workload

Say‑on‑Pay & Shareholder Feedback (Context)

• 2024 Say‑on‑Pay approval: 92% support; five‑year average ~90%—indicative of investor confidence in compensation governance framework overseen by independent committees .