R. Brian Mitchell
GLOBE LIFEAbout R. Brian Mitchell
R. Brian Mitchell (age 61) serves as Executive Vice President and General Counsel (since June 2012) and Chief Risk Officer (since May 2017). He also serves as President of subsidiary American Income Life (since Jan. 2023) and President of Liberty National (since July 2018), indicating broad legal, risk, and operating oversight across core distribution businesses . In 2024, Globe Life delivered Operating EPS of $12.37, Net Operating Income ROE (ex-AOCI) of 15.1%, BVPS ex-AOCI of $86.40, and Total Premium of ~$4.666B; the corporate bonus factor paid at 128.6% on strong execution against these metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Globe Life Inc. | EVP & General Counsel | Jun 2012 – present | Oversees legal and governance; supports enterprise risk, compliance, and transactions . |
| Globe Life Inc. | Chief Risk Officer | May 2017 – present | Chairs ERM Committee via CRO office; quarterly risk reporting to Audit Committee/Board . |
| American Income Life (subsidiary) | President | Jan 2023 – present | Leads exclusive agency distribution; supports sales/agent growth initiatives . |
| Liberty National Life (subsidiary) | President | Jul 2018 – present | Oversees agency operations; contributes to premium growth and sales execution . |
External Roles
- Not disclosed in the 2025 Proxy Statement for Mr. Mitchell .
Fixed Compensation
| Component | 2024 | 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | 515,000 | 558,000 (↑8.35%) | EVP-level increases aligned to scope and market . |
| Target Annual Incentive (% of Salary) | 60% | Not disclosed | 2024 MIP split: 75% corporate, 25% individual for NEOs (ex Co-CEOs) . |
| Actual Annual Incentive ($) | 445,000 (144% of target) | — | Corporate factor at 128.6%; individual overlay applied . |
| Perquisites & Other ($) | 34,303 (perqs 17,268; 401k match 12,075; life prem. 4,960) | — | Limited perqs policy (aircraft by approval, tickets, dues) . |
Performance Compensation
Annual Bonus Design (MIP) – 2024
| Metric | Weight | Threshold | Target | Max | Actual | Payout Level |
|---|---|---|---|---|---|---|
| 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 (weighted) | — | — | — | — | — | 128.6% |
- 2024 outcomes: Mr. Mitchell’s paid bonus $445,000 (144% of target), reflecting corporate factor and individual performance weighting (25%) for NEOs .
Long-Term Incentive (LTI) Structure and 2024 Grants
| Vehicle | 2024 Intended Mix | Grant Detail (2/28/24) | Grant-Date Fair Value ($) |
|---|---|---|---|
| Stock Options (7-yr; 50/50 vest at yrs 2 & 3) | 50% | 23,500 @ $128.40 strike; 7-year term | 794,065 |
| Performance Shares (3-yr cliff; BVPS ex-AOCI + Accum. Div.; Avg NOI ROE) | 40% | 5,000 target; 3-yr perf. 1/1/2024–12/31/2026 | 642,000 |
| RSUs (3-yr cliff) | 10% | 1,200 RSUs | 154,080 |
| Total 2024 LTI | — | — | 1,590,145 |
Performance Share Goals (2024–2026 awards) and Schedule:
- Book Value per Share (ex-AOCI, plus accumulated dividends): Threshold $101; Target $107; Max $112 (50% weight) .
- Average Net Operating Income ROE: Threshold 11.70%; Target 13.70%; Max 15.50% (50% weight) .
Prior-cycle PSU Payout (granted 2022; perf. 2022–2024):
- Metrics: cumulative Operating EPS; cumulative Underwriting Income; average NOI ROE .
- Result: 107.7% of target (2 metrics > target, one < target) .
Co-CEO and NEO LTI mix update:
- Starting 2025, intended mix: 60% PSUs, 30% options, 10% RSUs (more performance-linked) .
Realized Equity Activity (2024)
| Item | Shares | Value ($) |
|---|---|---|
| Options Exercised (Mitchell) | 8,000 | 218,275 (value realized) |
| PSUs Vested (Mitchell) | 7,435 | 954,654 (value realized); 2,108 shares withheld for taxes |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial Ownership | 213,137 shares (includes 156,000 subject to presently exercisable options; plus Savings Plan and trusts as noted) . |
| Ownership % | <1% of common stock (company indicates “does not exceed 1%”) . |
| Breakdown (Unvested at 12/31/2024) | Options unexercisable: 23,500 (2024); 24,000 (2023); plus 19,000 unexercisable and 19,000 exercisable (2022); older grants (2019–2021) fully exercisable . RSUs unvested: 1,200 (2024; $133,824 value) and 1,320 (2023; $147,206 value) at $111.52 year-end price . PSUs outstanding (projected at maximum as of FY-end): 10,000 (2024–2026; $1,115,200) and 10,200 (2023–2025; $1,137,504); 6,999 (2022–2024 actual) to vest in 2025 ($780,528) . |
| Ownership Guidelines | EVPs: 3x salary; 7-year accumulation period; all directors/NEOs met or are within period as of 12/31/2024 . |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no hedging or pledging of company stock) . |
Note on option moneyness at 12/31/2024:
- Year-end stock price = $111.52; 2024 ($128.40) and 2023 ($120.49) option tranches were out-of-the-money at year-end, while earlier strikes ($103.23; $100.74; $98.32; $82.56) were in-the-money .
Employment Terms
| Topic | Key Terms |
|---|---|
| Employment Agreement | No individual employment contracts for NEOs . |
| Severance | Executive Severance Plan adopted Nov 2024; effective Jan 1, 2025, NEOs (incl. Mitchell) eligible subject to participation agreement (details not itemized in proxy) . |
| Change-in-Control (CIC) Equity | If awards NOT assumed/substituted: all options fully exercisable; PSUs earn 100% target prorated; RSUs vest . If awards assumed/substituted: double-trigger—if terminated without cause or for good reason within 2 years (RSUs: 3 years), options fully exercisable; PSUs at 100% target prorated; RSUs vest . |
| Non-Compete/Non-Solicit | PSU and RSU awards include non-compete/non-solicit/confidentiality restrictions for 2 years post-separation (or through remaining vesting period if longer) . |
| Post-Termination Option Exercise | Varies by cause/retirement/disability/death; e.g., retirement at or after age 60: 5 years or option term; disability/death: remaining term (unvested vest) . |
| Clawback | Broad no-fault recoupment for restatements, applies to current/former executive officers; 3-year look-back; adopted Nov 8, 2023 . |
| Retirement Benefits | Present value at 12/31/2024: Pension Plan $1,893,486; SERP $2,553,309 . SERP annual benefit at 12/31/2024 retirement: $282,045 . Retirement Life Insurance Agreement: max benefit $495,000 at/after age 62; Mitchell has agreement (would be $495,000 at hypothetic 12/31/2024 retirement) . Death Benefit Only Plan: up to $500,000 (2x salary cap) while active . |
Compensation Structure Analysis
- Mix and risk: Heavy emphasis on performance-linked compensation via PSUs and options; 2025 shift increases PSU weighting to 60%, reinforcing alignment with BVPS growth and sustainable NOI ROE .
- Annual plan rigor: 2024 added first-year collected premium to balance growth quality; corporate factor paid 128.6% with Operating EPS above max, first-year collected premium above target, total premium slightly below target, indicating balanced but stretch targets .
- Realized vs target: For the 2022–2024 PSU cycle, payout at 107.7% indicates moderate outperformance across multi-year goals .
- Guaranteed vs at-risk: No employment contract; severance framework introduced 2025 reduces uncertainty without inflating guaranteed pay; robust clawback and ownership/anti-hedging policies bolster governance .
Risk Indicators & Red Flags
- Option repricing: Prohibited; no discounted options; no single-trigger CIC vesting if awards are assumed .
- Hedging/pledging: Prohibited (reduces misalignment risk) .
- Tax gross-ups: None (shareholder-friendly) .
- Related party transactions: None reported for 2024 .
- Say-on-Pay: Strong shareholder support—92% in 2024; 5-year average 90% .
Equity Vesting & Overhang (Insider Selling Pressure)
- Upcoming vesting/events:
- RSUs cliff vest on 3rd anniversary (2023 and 2024 grants outstanding) .
- PSUs from 2023–2025 and 2024–2026 cycles outstanding, with target/maximum shares shown at FY-end .
- 2024 activity shows routine option exercise (8,000 shares) and PSU vesting with tax withholding; indicates episodic, plan-driven liquidity rather than discretionary heavy selling .
- 2024/2023 option tranches were underwater at FY-end, dampening near-term option exercise pressure absent stock appreciation .
Director/Committee Governance Touchpoints (Mitchell’s CRO role)
- As CRO, Mitchell’s team provides quarterly risk updates to the Audit Committee and coordinates ERM (including cyber) reporting to the Board; the Audit Chair serves as liaison to the ERM Committee .
Equity and Option Inventory Snapshot (12/31/2024)
| Instrument | Quantity | Key Terms | Year-end Value Basis |
|---|---|---|---|
| Options – Unexercisable | 23,500 (2024), 24,000 (2023), 19,000 (2022) | 7-year; 50/50 vest yrs 2 & 3; strikes $128.40, $120.49, $103.23 | Year-end price $111.52 for valuation context . |
| Options – Exercisable | 19,000 (2022), 38,000 (2021), 38,000 (2020), 30,000 (2019) | Strikes $103.23; $98.32; $100.74; $82.56 | Year-end price $111.52 . |
| RSUs (unvested) | 1,200 (2024; $133,824); 1,320 (2023; $147,206) | 3-year cliff vest | Valued at $111.52 . |
| PSUs (unvested) | 10,000 (2024–2026; $1,115,200); 10,200 (2023–2025; $1,137,504) | 3-yr perf.; payout per schedule | Valued at $111.52 at FY-end (shown at max level for FY-end projection) |
Employment & Tenure Summary
| Item | Detail |
|---|---|
| Age | 61 . |
| Years in Role(s) | GC since 2012; CRO since 2017; President (AIL) since 2023; President (Liberty National) since 2018 . |
| Contract Term | None (employment at-will) . |
| Non-Compete/Non-Solicit | Embedded in PSU/RSU award terms (2 years post-separation or through vesting period) . |
| Severance | Executive Severance Plan effective 1/1/2025 (eligibility confirmed) . |
Investment Implications
- Alignment: High proportion of at-risk pay (MIP + PSUs + options) tied to Operating EPS, BVPS ex-AOCI, and NOI ROE supports shareholder value creation; ownership policy (3x salary for EVPs) and anti-hedging/pledging further align incentives .
- Near-term selling pressure: Limited; 2024/2023 option tranches underwater at year-end ($111.52 vs strikes $120.49/$128.40) while older tranches are in-the-money; expect mainly tax-withholding related share sales upon PSU/RSU vesting absent price rallies .
- Retention risk: Moderate-to-low—2025 Severance Plan introduction, SERP accruals (PV $2.55M) and retirement life insurance benefits strengthen retention; continued leadership in risk management and subsidiary operations suggests durable organizational value .
- Pay-for-performance: 2024 MIP above-target and 2022–2024 PSU at 107.7% indicate structured but achievable hurdles that rewarded execution (Operating EPS beat; premium growth mixed), with governance guardrails (clawback, no repricing, no gross-ups) .