Jesse Correll
About Jesse Correll
Jesse T. Correll (age 68) is Chairman, Chief Executive Officer, and President of UTG, Inc.; he has served as Chairman of UTG and Universal Guaranty Life Insurance Company since 2000 and as a UTG director since 1999 . He leads a controlled governance structure (Correll affiliates held ~66.2% of UTG as of April 30, 2025) and combines the roles of Chairman and CEO, with no Lead Independent Director designated . Shareholders have given strong say‑on‑pay support (2025: 2,050,186 For; 2024: 2,351,320 For) .
Operational performance snapshot (company-level):
- UTG revenues and EBITDA trend (FY 2022–2024) provided below; note insurance results are sensitive to investment income and reserve changes.
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $26,498,693* | $19,418,753* | $21,380,898* |
| EBITDA ($) | $46,077,834* | $3,569,090* | $64,137,532* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UTG, Inc. | Director | Since 1999 | Long-tenured board oversight and capital allocation in a controlled structure . |
| UTG, Inc. & Universal Guaranty Life Insurance Company | Chairman | Since 2000 | Sets strategy and risk posture for the insurance platform . |
| UTG, Inc. | CEO & President | Current (CEO; President resumed 2023 before UG leadership changes) | Executive leadership; consolidated CEO/Chair structure . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Southern Bancorp, Inc. (FSBI) | Chairman; CEO 1988–2015 and 2023–present | Since 1988 (Chairman) | Banking affiliate with multiple related-party arrangements with UTG . |
| First Southern Funding, LLC (FSF) | Manager & President | Since 1992 | Investment/financing affiliate interacting with UTG through participations . |
| The River Foundation | President & Director | Since 1990 | Nonprofit leadership; network influence . |
| Cumberland Lake Shell, Inc. | Board | Since 2017 | Affiliate noted in UTG beneficial ownership disclosures . |
| Prior board/nonprofit roles | Crown Financial Ministries; Generous Giving; National Christian Foundation; Centre College Board of Trustees | Various (2004–2022) | Philanthropy/governance; community capital networks . |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2022 | 217,500 | 11,681 | 401(k) match in “All Other” . |
| 2023 | 217,500 | 13,050 | 401(k) match . |
| 2024 | 217,500 | 13,050 | 401(k) match . |
Cash bonuses reported as de minimis ($2 in 2022; $6 in 2023; $9 in 2024), with the core annual incentive paid in stock (see below) .
Performance Compensation
- Annual bonus delivered in UTG common stock; the proxy explicitly notes the stock awards “in the form of an annual bonus.” No specific financial performance metrics, weightings, or targets are disclosed in the proxy for these awards .
| Year | Stock Award (Fair Value $) | Shares Issued | Cash Bonus ($) | Vesting/Unvested at FY-end |
|---|---|---|---|---|
| 2022 | 199,998 | 16,037 | 2 | No unvested equity or options outstanding as of FY-end . |
| 2023 | 289,994 | 21,958 | 6 | No unvested equity or options outstanding as of FY-end . |
| 2024 | 234,991 | 11,726 | 9 | No unexercised options, unvested stock, or equity plan awards outstanding as of 12/31/2024 . |
UTG 2025 Stock Option Plan (shareholder-approved 6/27/2025): up to 300,000 options; exercise price ≥ FMV; vesting at committee discretion; CIC treatment allows assumption/substitution, acceleration, or cash-out, with full vesting on involuntary termination without cause within 1 year post‑CIC (double trigger) .
Performance metric disclosure:
- Not disclosed: No revenue/EBITDA/TSR or ESG weighting/targets/payout curves provided in the proxy for named executive officers .
- Governance framework: Compensation Committee charter outlines it evaluates CEO pay vs goals, company performance, and relative shareholder return; has authority to use independent advisors .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Jesse T. Correll) | 2,089,847 shares (66.2% of 3,154,657 outstanding as of 4/30/2025) . |
| Breakdown (footnote summary) | Includes 81,562 shares owned individually; 72,750 via WCorrell, L.P.; and control/beneficial ownership via FSF/FSBI interests in First Southern Holdings, LLC, which holds 1,201,876 shares . |
| Group/affiliate control | Principal holders include FSBI (1,406,785), FSF (400,000), FSH (1,201,876), WCorrell LP (72,750), Cumberland Lake Shell (128,750); Correll and affiliates reported acting as a group under a Schedule 13D . |
| Vested vs unvested | As of 12/31/2024, no unexercised options or unvested equity awards outstanding for named executives . |
| Pledging/hedging | Not disclosed in the proxy . |
| Ownership guidelines | Not disclosed in the proxy . |
Employment Terms
- Employment agreement, severance multiples, non‑compete/solicit, and garden leave: Not disclosed in the proxy .
- Compensation Committee charter authorizes review/approval of employment, severance, and change‑in‑control arrangements for the CEO and senior executives (governance framework disclosure; not executive-specific terms) .
- 2025 Stock Option Plan CIC terms: Committee flexibility to assume/substitute/accelerate/cash‑out awards; full vesting if involuntarily terminated without cause within 1 year post‑CIC (double trigger) .
Board Governance (service history, committees, dual-role implications)
- Service history: Chairman of UTG and Universal Guaranty Life since 2000; UTG director since 1999; current CEO & President .
- Leadership structure: Chairman and CEO roles combined; Board believes this is the most effective structure; no Lead Independent Director .
- Board size/meetings: Board met 5 times in 2024; all directors attended ≥75% of Board and committee meetings .
- Independence and committees:
- Independence: 7 of 8 directors deemed independent at year-end 2024 .
- Audit Committee: Molnar (Chair), Harmon, Cortines; Audit Committee met 4 times in 2024; Molnar designated as “financial expert” .
- Compensation Committee: Darden, Cortines, Ochs; met once in 2024 .
- Nominating: No formal nominating committee; entire Board handles nominations .
- Director compensation and Jesse’s dual role: Employee directors (including Jesse) receive no director fees; outside directors are paid retainers/meeting fees in UTG stock (policy since 2018) . 2024 director comp examples paid in stock (market value $28.09/share); Jesse received $0 as a director .
Director Compensation (for context)
| Policy/Year | Amounts/Structure |
|---|---|
| Director policy (since 2018) | $5,000 annual retainer + $2,500 per meeting, paid in UTG stock; travel reimbursed in cash; employees receive no director pay . |
| 2024 director stock grant valuation | Valued at $28.09 per share for awards earned in 2024 . |
| 2023 director comp examples | Disclosed stock award values (e.g., $17,496) at $30.01/share; employees (Jesse) $0 . |
Related Party Transactions (governance red flags to monitor)
- FSBI securities: UTG purchased $4.0M trust preferred security (2003) paying 6.515% fixed; dividends received were $165,590 in 2024 and $165,590 in 2023; UTG also purchased $1.0M of FSBI common stock in 2009 (transfer restricted) .
- Aircraft cost sharing: UTG owns 30.10% of an aircraft with FSNB and Bandyco, LLC (affiliated with the Estate of Ward F. Correll); UTG paid $332,445 (2024) and $307,442 (2023) for costs .
- Shared services with FSNB: UTG paid net reimbursements of $1,217,395 (2024) and $1,337,096 (2023) under a shared services agreement (since 2017) .
- Office lease with FSNB: UTG pays $2,000/month; $24,000 rent in both 2024 and 2023 .
- Mortgage servicing/origination fees to FSNB: $20,137 servicing and $26,665 origination in 2024; $18,694 servicing and $18,630 origination in 2023 .
- Note participations with FSF: $0 at 12/31/2024; $60,031 at 12/31/2023 .
- 2023 loan participation to a company owned/managed by a UTG director: UTG funded up to 9% share ($1,482,300 capacity); fully repaid in 2024 .
Say‑on‑Pay & Shareholder Feedback
| Meeting | Proposal | For | Against | Abstain |
|---|---|---|---|---|
| 2025 AGM | NEO compensation (advisory) | 2,050,186 | 2,836 | 3,360 |
| 2024 AGM | NEO compensation (advisory) | 2,351,320 | 3,154 | 51,777 |
Also in 2025, shareholders approved the UTG, Inc. 2025 Stock Option Plan (For: 2,051,426; Against: 2,196; Abstain: 2,760) and preferred annual frequency for say‑on‑pay (1‑year option received the most votes) . In 2025 proxy materials, Board highlighted combined Chair/CEO structure and absence of Lead Independent Director as intentional choices .
Risk Indicators & Red Flags
- Controlled company dynamics: Correll affiliates held ~66.2% of outstanding shares as of April 30, 2025; the group has a Schedule 13D and acts together for equity holdings .
- Dual role and board leadership: CEO/Chair combined; no Lead Independent Director .
- No formal nominating committee: Director nominations handled by the full Board .
- Extensive related-party transactions: Multiple agreements with FSBI/FSNB/FSF and affiliates, recurring financial flows and shared services .
- Option overhang potential: Newly approved 2025 stock option plan authorizes up to 300,000 options (<10% of current shares), which could introduce future equity dilution or selling pressure upon vesting/exercise .
Compensation Committee Analysis
- Committee composition (2024 data): Darden, Cortines, Ochs; each independent under NASDAQ standards; met once in 2024 .
- Charter scope: Reviews and approves CEO goals, evaluates performance and pay, oversees incentive opportunities, and may engage independent compensation consultants; also oversees severance and change‑in‑control provisions .
Equity and Performance Reference
| FY | Revenues ($) | EBITDA ($) |
|---|---|---|
| 2022 | $26,498,693* | $46,077,834* |
| 2023 | $19,418,753* | $3,569,090* |
| 2024 | $21,380,898* | $64,137,532* |
*Values retrieved from S&P Global.
Employment & Retention Considerations
- Outstanding equity overhang/selling pressure: None as of 12/31/2024 (no unvested equity or options outstanding for NEOs) .
- Equity awards delivery: Annual bonus paid in fully issued shares (11,726 in 2024; 21,958 in 2023; 16,037 in 2022), implying limited multi‑year vesting‑based retention mechanisms in recent years .
- Future incentives: 2025 option plan adds a longer‑dated vesting instrument; committee controls vesting schedules and can accelerate under CIC/termination conditions .
- Director compensation is paid entirely in stock, enhancing equity alignment at the board level; employee directors (Jesse) receive no director fees .
Investment Implications
- Alignment: Very high insider alignment via 66% beneficial ownership; say‑on‑pay support remains strong, and employee directors receive no board cash fees .
- Governance risk: Concentrated control, combined CEO/Chair with no Lead Independent Director, absence of a nominating committee, and recurring related‑party transactions warrant a higher governance risk premium and heightened monitoring .
- Incentive structure: Executive annual bonus paid in stock without disclosed performance metrics; absence of unvested awards reduces near‑term forced selling pressure but may limit retention “hooks”; new 2025 option plan introduces potential dilution and leverage to long‑term value creation if options are performance‑sensitive and appropriately priced .
- Liquidity/supply: Annual share issuance for executive/director bonuses and potential option exercises (up to 300,000 shares authorized) can create periodic supply; note OTC Pink price reference at $35.00 as of the plan record date; total shares outstanding were 3,154,657 as of April 30, 2025 .