Charles Perry
About Charles Perry
Charles (“Chas”) Perry was appointed to the UTG, Inc. Board of Directors on September 4, 2025. He is co-founding partner at PBEX (2012–present), co-founder and CEO of Master Mineral Holdings I–III (2009–present), and founder/managing partner of Voyage Energy (2011–present), bringing 20+ years of oil and gas industry experience. Perry holds a BBA in Business Finance from Texas Tech University and serves on several non-profit boards, including Teen Flow (since 2012) and as trustee for the Abell-Hanger Foundation (since 2024). Tenure at UTG began September 2025.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PBEX | Co-founding partner and member | 2012–present | Oil & gas operations leadership |
| Master Mineral Holdings I, II, III, LP | Co-founder and CEO | 2009–present | Mineral acquisition strategy in Appalachian Basin |
| Voyage Energy | Founder and managing partner | 2011–present | Oil & gas investment management |
| Oil & Gas sector (various) | Industry executive | 20+ years | Broad upstream/minerals expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Teen Flow (non-profit) | Board member | Since 2012 | Youth-focused non-profit |
| Abell-Hanger Foundation | Trustee | Since 2024 | Philanthropy governance |
| Other non-profit boards | Director/Trustee | Various | Additional community service |
Board Governance
- UTG’s Board met five times in FY2024; all directors attended at least 75% of Board and committee meetings. Annual shareholder meeting attendance in 2024 had four absences (Dayton, Darden, Chapman, Ochs).
- Committee structure (FY2024):
- Audit Committee: Gabriel J. Molnar (Chair; identified as “audit committee financial expert”), Thomas E. Harmon, John M. Cortines; met four times in 2024.
- Compensation Committee: Thomas F. Darden, II, John M. Cortines, Peter L. Ochs; met once in 2024.
- Nominating process is conducted by the full Board; no formal nominating committee or charter.
- Board leadership: Chairman/CEO roles combined (Jesse T. Correll); no Lead Independent Director deemed necessary by the Board.
- Independence: Seven of eight directors were classified “independent” under NASDAQ rules as of the 2024 period (Preston H. Correll; John M. Cortines; Thomas F. Darden; Howard L. Dayton, Jr.; Thomas E. Harmon; Gabriel J. Molnar; Peter L. Ochs). Perry’s independence classification was not stated at appointment in the September 2025 8‑K.
| Governance Metric | FY2019 | FY2024 |
|---|---|---|
| Board meetings (count) | — | 5 |
| Audit Committee meetings | — | 4 |
| Compensation Committee meetings | — | 1 |
| Annual meeting absences (names) | — | Dayton, Darden, Chapman, Ochs |
Fixed Compensation
UTG outside director compensation is paid in UTG Common Stock, with cash reimbursements for reasonable travel. Structure and recent actuals:
| Metric | FY2019 | FY2024 |
|---|---|---|
| Annual retainer ($, paid in stock) | $5,000 | $5,000 |
| Per‑meeting fee ($, paid in stock) | $2,500 | $2,500 |
| Compensation form | UTG Common Stock | UTG Common Stock |
| Per‑share valuation on earned date | $35.50 | $28.09 |
| Typical stock award value per director (illustrative from proxy table) | $15,000 | $17,500 |
| Travel reimbursement | Cash (reasonable expenses) | Cash (reasonable expenses) |
Note: Perry’s specific 2025 director stock award amounts were not disclosed in the September 2025 appointment 8‑K.
Performance Compensation
- No performance metrics tied to director compensation are disclosed; director pay consists of fixed retainer and per‑meeting fees paid in stock.
UTG 2025 Stock Option Plan parameters (directors are eligible participants):
| Plan Metric | Terms |
|---|---|
| Share reserve | Up to 300,000 shares of UTG Common Stock |
| Eligibility | Employees, officers, directors, consultants, advisors, service providers |
| Exercise price | Not less than fair market value on grant date; record date closing price was $35.00 on OTC Pink (UTGN) |
| Vesting | Determined by Governing Committee; vesting can be accelerated/modified under specified conditions |
| Change‑in‑control | Actions may include assumption/substitution, vesting acceleration, lapse of repurchase rights, cancellation for cash consideration, or cash‑out; full vesting if involuntary termination without cause within 1 year of change‑in‑control unless otherwise provided |
| Plan term | 10 years; amendments requiring shareholder approval include increases in share reserve, repricing, extended option terms, etc. |
| Repricing | Prohibited except for allowable adjustments under the plan |
Other Directorships & Interlocks
| Company/Institution | Role | Sector | Potential Interlocks/Conflicts |
|---|---|---|---|
| UTG, Inc. | Director (appointed Sep 4, 2025) | Insurance | Appointment disclosed; no committee assignments or conflicts stated. |
| PBEX | Co‑founding partner | Oil & Gas | No UTG‑related transactions disclosed. |
| Master Mineral Holdings I–III | Co‑founder & CEO | Minerals/Oil & Gas | No UTG‑related transactions disclosed. |
| Voyage Energy | Founder & Managing Partner | Oil & Gas | No UTG‑related transactions disclosed. |
| Teen Flow (non‑profit) | Board member | Non‑profit | None disclosed. |
| Abell‑Hanger Foundation | Trustee | Non‑profit | None disclosed. |
No public company directorships for Perry were disclosed in UTG filings at the time of appointment.
Expertise & Qualifications
- 20+ years of oil and gas industry experience across minerals acquisition and energy investments.
- Founding and leadership roles in multiple private energy entities (PBEX, Master Mineral Holdings I–III, Voyage Energy) indicate finance and operations skill sets.
- BBA in Business Finance (Texas Tech University).
- Non‑profit governance experience (Teen Flow; Abell‑Hanger Foundation; other boards).
Equity Ownership
| Ownership Item | Status |
|---|---|
| Beneficial ownership (shares) | Not disclosed for Perry in 2025 proxy; he was appointed after the April 30, 2025 record date. |
| Shares outstanding (for context) | 3,154,657 shares of Common Stock as of April 30, 2025. |
| Ownership % | Not determinable from filings as of appointment date. |
| Pledged/hedged shares | No pledging/hedging disclosures for Perry found in available filings. |
Governance Assessment
- Appointment adds sector-diverse financial and operations expertise (energy/minerals) to a small insurance company board; however, independence classification and committee assignments for Perry were not disclosed at the time of appointment, leaving limited visibility on his governance role pending the next proxy.
- Red flags in UTG’s governance structure independent of Perry:
- Combined Chairman/CEO and no Lead Independent Director, reducing independent counterbalance.
- No nominating committee; full Board handles nominations without a formal policy, potentially limiting shareholder influence on director selection.
- Correll affiliates control ~66.2% of outstanding shares, concentrating voting power and potentially diminishing minority shareholder influence.
- Extensive related‑party transactions (trust preferreds and common stock in FSBI; shared aircraft costs of $332,445 in 2024; shared services and facilities with FSNB; loan participation servicing/origination fees; a 2023 loan participation to a company owned/managed by a UTG director) require ongoing Audit Committee oversight.
- Audit Committee includes a designated financial expert (Molnar) and met four times in 2024; Compensation Committee met once in 2024.
- Director compensation paid entirely in UTG stock aligns director pay with shareholder outcomes but, combined with a new stock option plan that includes directors as eligible participants, increases equity exposure and potential dilution; plan governance (no repricing; fair market value exercise price; 10‑year term) mitigates some risks.
Implications: Perry’s addition appears additive from an expertise standpoint; clarity on his independence status, committee roles, and equity ownership will be essential for investors evaluating board effectiveness and alignment. The structural governance risks (control concentration, leadership structure, related‑party ecosystem, and nomination process) persist and should be weighed in any governance premium/discount appraisal.