Matthew J. Adams
GLOBE LIFEAbout Matthew J. Adams
Independent director of Globe Life Inc. since February 2025; age 61. Retired Senior Partner and former U.S. Insurance Practice Leader at PricewaterhouseCoopers LLP, with 30+ years across audit and senior account leadership; B.S. and MBA from The Wharton School; CPA (NY and PA). Serves on the Audit Committee and was designated by the Board on February 26, 2025 as an Audit Committee Financial Expert under SEC Regulation S‑K, Item 407(d)(5).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Insurance Audit Partner and Senior Relationship Partner | 1997–2023 | Led global insurance client accounts; deep expertise in insurance financial reporting and regulation |
| PricewaterhouseCoopers LLP | U.S. Insurance Practice Leader | 2015–2021 | Leadership across strategy, operations, profitability, and human capital management in insurance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fidelis Insurance Holdings Ltd. (NYSE: FIHL) | Director | 2023–present | Other public company directorship in insurance; potential industry interlock to monitor |
| Mutual of America Financial Group | Director | 2023–present | Non-public financial services board role |
| Concert Group | Advisor | 2023–present | Advisory engagement |
| Everle, Inc. | Advisor | 2023–present | Advisory engagement |
Board Governance
- Committee assignment: Audit Committee member; Audit Committee held 12 meetings in 2024 (4 physical, 3 videoconference, 5 teleconference)
- Audit Committee Financial Expert designation: Adams designated on February 26, 2025 (alongside Thigpen, Cho, Jacobs)
- Independence: Board determined Adams is “independent” under NYSE and Board categorical standards (decision dated February 26, 2025)
- Attendance: In 2024, all directors attended at least 75% of Board and relevant committee meetings; annual shareholder meeting attendance policy met (all directors present April 25, 2024)
- Executive sessions: Regular executive sessions of independent directors; Lead Director presides
- Lead Independent Director: Linda L. Addison; duties include agenda approval, executive sessions, succession oversight; reappointed to serve through close of 2026 annual meeting
Fixed Compensation
| Component | Amount | Form | Notes |
|---|---|---|---|
| Annual Board Retainer | $280,000 | $100,000 cash; $180,000 equity | Equity issued on first NYSE trading day each year at market closing price; director elects stock options, restricted stock, or RSUs; default to $180,000 in market-value options if no election |
| Audit Committee Member Fee | $12,500 | Cash | Applies to committee members; newly-elected director compensation is prorated for service period |
| Chair Fees (reference) | $35,000 Audit; $25,000 Compensation; $20,000 Governance | Cash | Not applicable to Adams (not a chair) |
| Lead Director Differential (reference) | $45,000 | Cash | Not applicable to Adams |
| Meeting Fees | $0 | n/a | No meeting fees; reimbursement of reasonable travel and lodging |
| Deferral Feature | n/a | Interest‑bearing account | Directors may defer cash retainer under Non‑Employee Director Compensation Plan; no director deferred in 2024 |
Newly‑elected non‑employee directors receive pro‑rated cash and equity compensation for the period of service during the year.
Performance Compensation
| Performance‑Linked Element | Status | Metrics/Terms |
|---|---|---|
| Non‑employee director pay tied to performance | None disclosed | Director compensation is market‑based retainer plus equity; no annual bonus or performance targets for directors |
Equity awards under the 2018 Plan are subject to clawback and minimum vesting; no tax gross‑ups; option/SAR repricing prohibited.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Indicator |
|---|---|---|---|
| Fidelis Insurance Holdings Ltd. (FIHL) | Insurance | Director | Same industry as GL; monitor for any related‑party dealings; Board reported no related party transactions requiring review for 2024 |
Expertise & Qualifications
- Skills matrix flags for Adams: Accounting/Financial, Business Operations, Capital Markets, Senior Management of Large Organizations, Enterprise Risk Management, Legal/Regulatory/Compliance, Insurance Industry/Financial Services, Strategic Planning
- Biographical competencies emphasized: insurance financial reporting, state/federal regulation, strategy, operations, profitability, human capital management
Equity Ownership
| Holder | Shares/Options Beneficially Owned (Jan 31, 2025) | % Outstanding | Notes |
|---|---|---|---|
| Matthew J. Adams | 0 | * | *Indicates less than 1% of outstanding; ownership table includes shares and right to acquire by April 1, 2025 |
- Stock ownership guidelines: Non‑management directors must hold 5x annual cash retainer; seven‑year accumulation period to meet requirement; restricted stock and RSUs count; stock options and performance shares do not
- Prohibition on hedging/pledging: Directors may not hedge or pledge Company stock; policy covers Section 16 insiders
- Section 16 compliance: Company states all required Section 16 filings were timely in 2024
Governance Assessment
- Positive signals: Independent designation; immediate placement on Audit Committee; formally recognized as Audit Committee Financial Expert—enhances oversight credibility and investor confidence . Robust governance practices (majority independent board, 100% independent committees, executive sessions, clawback policy, proxy access, no supermajority voting) . Strong stock ownership guidelines and prohibitions on hedging/pledging align incentives over time .
- Compensation structure: Director pay uses fixed cash retainer plus equity, with no performance bonus—limits pay‑for‑performance signaling for directors but maintains alignment via required ownership and equity retainer .
- Attendance/engagement: Board and committee attendance met threshold in 2024; frequent executive sessions led by the Lead Director—supports board effectiveness .
- Change‑in‑control treatment: Equity awards under the 2018 Plan avoid single‑trigger vesting and apply double‑trigger when awards are assumed—shareholder‑friendly .
- Watch points: Adams held 0 shares as of Jan 31, 2025; although within seven‑year guideline accumulation period, near‑term ownership alignment will build from retainer‑based equity—investors may monitor pace toward guideline . Industry interlock via FIHL board service warrants standard monitoring for related‑party exposure; Board reported no related‑party transactions for 2024 .
- Shareholder feedback context: Say‑on‑pay approval was 92% in 2024; over five years averaged 90%, reflecting broad support for compensation governance; indirectly supportive of overall board confidence .
RED FLAGS to monitor: Current zero share ownership pending accumulation timeline ; any future transactions between GL and FIHL or entities connected to Adams—subject to Related Party Transaction Policy (none in 2024) .