Gabriel Molnar

About Gabriel J. Molnar

Gabriel J. Molnar (age 38) is an independent director of UTG, Inc. and serves as Audit Committee Chair and the Board-designated “audit committee financial expert.” He is CFO of Capstone Realty Inc. (Louisville, KY), a licensed CPA and real estate broker, with an MBA from Vanderbilt’s Owen Graduate School of Management and an undergraduate degree from Asbury University . In 2024, all UTG directors met at least 75% attendance, and Molnar attended the 2024 annual shareholders’ meeting (he was not among the four absentees named) .

Past Roles

External Roles

Board Governance

• Committee assignments and leadership:
  • Audit Committee: Chair (members: Molnar, Harmon, Cortines); the Board determined Molnar meets SEC “audit committee financial expert” definition .
  • Compensation Committee: Darden, Cortines, Ochs (Molnar not listed) .
• Independence: The Board determined Molnar is independent under NASDAQ listing standards .
• Meetings and attendance:
  • Board met 5 times in 2024; all directors attended ≥75% of Board and committee meetings .
  • Audit Committee met 4 times in 2024 .
  • 2024 annual shareholders’ meeting attendance: all directors attended except Dayton, Darden, Chapman, Ochs (implies Molnar attended) .
• Nominating/Governance structure:
  • No formal nominating committee; full Board handles nominations .
  • Combined Chair/CEO roles (Correll); no lead independent director .
  • Board size/bylaws: 6–11 directors; eight at 12/31/2024; seven nominees for 2025 .
• Risk oversight: Board oversees risk with Audit Committee engagement on financial reporting/accounting risk .

Fixed Compensation (Director)

UTG pays non-employee directors in stock (no cash fees), with an annual retainer and per-meeting fees; reasonable travel expenses reimbursed in cash. Policy: $5,000 annual retainer + $2,500 per meeting, value determined annually in stock; employees of UTG or affiliates receive no director fees .

Notes:

• Stock-only director pay aligns director incentives to shareholders .
• The “All Other Compensation” reflects consulting services “relative to management enrichment” paid to certain directors, including Molnar in 2023 and 2024 .

Performance Compensation (Director)

• No performance-based director compensation disclosed (no options/PSUs/TSR-linked equity; director equity is form of retainer/meeting fee paid in stock). Outstanding equity awards for named executive officers show none outstanding; no separate director option program is disclosed for 2024 .
• 2025 UTG Stock Option Plan (subject to shareholder approval) would permit options to employees, officers, directors, consultants; currently, non-employee directors receive fees in stock per existing policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Credentials: CPA; MBA (Vanderbilt/Owen); Asbury University undergrad; licensed real estate broker .
• Designations: Audit Committee Financial Expert (Reg S-K 407) .
• Professional background: P&G corporate finance; PwC audit/healthcare consulting; CFO of Capstone Realty .

Equity Ownership

No pledging/hedging by Molnar was disclosed in the proxy; Section 16(a) compliance indicated no late filings in 2024 .

Governance Assessment

• Strengths:
  • Independent director with deep financial credentials; designated audit committee financial expert and Audit Committee Chair .
  • Director compensation paid entirely in stock, enhancing alignment; year-over-year share ownership increased (3,444 → 4,067) .
  • Audit Committee met 4x in 2024; Board reports ≥75% attendance across directors; Molnar attended the 2024 annual meeting .
• Risks and red flags:
  • Bold control and related-party exposure: Correll-affiliated entities beneficially control ~66.2% of shares; multiple ongoing related-party arrangements (aircraft ownership/costs; shared services; FSBI securities; FSNB loan servicing; office lease; loan participations), heightening the importance of strong audit oversight .
  • A 4Q23 loan participation to a company “owned/managed by a member of UTG’s Board” (UG 9% interest, up to $1.482M) was fully repaid in 2024—counterparty director not named; nonetheless a related-party transaction requiring rigorous oversight by the Audit Committee .
  • Board structure: No nominating committee; combined Chair/CEO with no lead independent director—concentrated leadership model can reduce independent counterbalance .
  • RED FLAG: Audit Committee independence optics. Molnar, the Audit Committee Chair, received “other compensation” for consulting ($3,500 in 2023; $5,000 in 2024). While the company asserts NASDAQ independence for Audit Committee members, Rule 10A-3 generally prohibits audit committee members from accepting advisory/consulting fees other than board service—this warrants scrutiny and investor engagement with the Board on independence safeguards .

Insider Trades

Additional Notes on Compensation Structure

• Director pay structure remained stable year-over-year (stock-valued retainer/meeting fees) with modest increase in “other compensation” to Molnar for consulting (from $3,500 to $5,000) .
• No director stock ownership guidelines or pledging/hedging policies were disclosed for directors in the proxy excerpts .

Appendix: Key Board/Audit Details Informing Governance View

• Audit Committee members (2025 proxy): Molnar (Chair), Harmon, Cortines .
• Board met 5 times in 2024; Audit Committee met 4 times in 2024; all directors ≥75% attendance in 2024 .
• Independence determinations include Molnar; Board states Audit Committee members meet NASDAQ independence; Molnar designated audit committee financial expert .