John Cortines

About John M. Cortines

Independent director of UTG, Inc. since December 2018; age 36 in the 2025 proxy. Background spans petroleum engineering at Chevron and philanthropic leadership; currently Director of Grantmaking at the Maclellan Foundation. Education: Harvard Business School (MBA), King Abdullah University of Science and Technology (MS), and Texas A&M University (BS). Beneficial ownership: 4,533 UTG shares as of April 30, 2025 (includes 848 shares in spouse’s IRA and 1,881 shares held in street name; less than 1% of outstanding) .

Past Roles

External Roles

Board Governance

• Independence: Board determined Cortines is independent under NASDAQ Rule 5605; seven of eight directors were independent, including Cortines .
• Committees: Audit Committee member (Molnar, Harmon, Cortines); Compensation Committee member (Darden, Cortines, Ochs). Audit Committee chair is Gabriel J. Molnar and designated “financial expert” per Item 407; Compensation Committee met once in 2024; Audit met four times .
• Board leadership/structure: Combined Chair/CEO (Jesse T. Correll); no lead independent director; formal nominating committee does not exist—director nominations handled by full Board .
• Attendance: Board met five times in 2024; all directors attended at least 75% of Board and committee meetings; Cortines attended the 2024 annual meeting (exceptions listed did not include Cortines) .

Fixed Compensation

• Policy: Outside directors receive an annual retainer of $5,000 and $2,500 per meeting attended; paid in UTG common stock based on market value as of Dec 20 (or next business day). Travel reimbursed in cash. Employees of UTG/affiliates receive no director fees other than travel reimbursement .
• 2024 compensation for Cortines: $17,500 in stock awards; market value basis $28.09/share .

Performance Compensation

• No performance-based director pay elements disclosed (no RSU/PSU performance metrics, options, or cash bonuses for directors in 2024). Directors are compensated via stock retainer/meeting fees .

Note: A new UTG, Inc. Stock Option Plan (2025) was approved by shareholders; directors are eligible participants at the Governing Committee’s discretion. No specific option grants to Cortines are determinable at this time .

Other Directorships & Interlocks

• Public company boards: None disclosed for Cortines in the proxy .
• Non-profit roles: Maclellan Foundation (current). No disclosed interlocks with UTG’s major related parties (FSBI, FSNB, FSH) .

Expertise & Qualifications

• Financial/operational experience from Chevron; MBA-level finance training; nonprofit/philanthropic grantmaking expertise; author on money/faith/generosity. Educational credentials: MBA (Harvard), MS (KAUST), BS (Texas A&M) .
• Committee-relevant skills: Audit and compensation oversight participation; Audit Committee has a designated financial expert (Molnar) .

Equity Ownership

Say-on-Pay & Shareholder Feedback

Related Party Transactions & Potential Conflicts

• Significant related-party exposure to Correll-affiliated entities: trust preferred investment in FSBI, FSBI common stock, aircraft cost-sharing, shared services with FSNB, office rent paid to FSNB, mortgage loan participations serviced by FSNB, small loan participation to a company owned/managed by a UTG director (fully repaid in 2024). Board policy permits interested director transactions with disclosure and allows voting/quorum on such matters—a permissive standard versus typical best practices .
• Control concentration: Correll affiliates hold ~66.2% of outstanding common stock and intended to vote in favor of proposals; raises governance concentration considerations .

Compensation Committee Analysis

• Members: Darden, Cortines, Ochs; all independent under NASDAQ standards .
• Meetings: 1 in 2024—light cadence for compensation oversight .
• Use of external consultants: Charter authorizes retaining advisors, but no specific consultant engagement disclosed; committee independence criteria addressed in charter .

Insider Filings & Transactions

Governance Assessment

• Strengths:

  • Independent director serving on Audit and Compensation Committees; Board confirms independence .
  • High shareholder support for Cortines’ election and company say-on-pay; 2025 election support was strong (2,055,552 For; 830 Withheld) .
  • Director compensation paid in stock—direct alignment via equity retainer and meeting fees .

• Concerns/RED FLAGS:

  • No formal nominating committee; nominations handled by full Board—can entrench control dynamics .
  • Combined Chair/CEO; no lead independent director reduces independent oversight of management .
  • Extensive related-party transactions with Correll-affiliated entities and permissive charter language allowing interested directors to vote on transactions—heightened conflict risk (aircraft co-ownership costs; services, rent, loan participations) .
  • Compensation Committee met only once in 2024—limited cadence may constrain oversight .
  • Ownership concentration (~66.2% by Correll affiliates) can diminish minority shareholder influence .

• Signals to monitor:

  • Implementation of the 2025 Stock Option Plan for directors (design, grant sizing, vesting, and any change-in-control acceleration); directors are eligible participants; awards not yet determinable .
  • Disclosure of any hedging/pledging policies and director-specific compliance—currently not disclosed .
  • Future committee workload and meeting cadence for compensation oversight; use of independent consultants per charter .