Peter Ochs
About Peter L. Ochs
Independent director of UTG, Inc.; founder of Capital III (private equity), with prior 8 years in commercial banking. Education: University of Kansas, business and finance; age 72 (2024). Served on UTG’s Compensation Committee; not standing for re‑election in 2025, indicating his board service ends at the 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Capital III | Founder; private equity/impact investor in manufacturing, real estate, energy, education (US and Latin America) | Not disclosed | Strategy, capital allocation; industry operator/investor experience |
| Commercial Banking | Banker (prior career) | 8 years | Credit/investment judgment from lending background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UTG, Inc. | Director | Through 2024; not standing in 2025 | Compensation Committee member; independent |
| American Independence Funds | Director | Not disclosed | Fund board service |
| Trinity Academy | Director | Not disclosed | Non‑profit board service |
Board Governance
- Committees: Compensation Committee member (2024 composition: Darden, Dayton, Ochs; 2025 composition: Darden, Cortines, Ochs). Audit Committee is Molnar (Chair), Harmon, Cortines; Ochs is not on Audit .
- Independence: Board determined Ochs is independent under NASDAQ Rule 5605. In 2024, 8 of 9 directors were independent; in 2025, 7 of 8 were independent .
- Attendance: Board met five times in 2024; all directors attended ≥75% of Board/committee meetings. Ochs did not attend the annual shareholders meeting in 2023 and 2024 (company does not require meeting attendance) .
- Nominating: No formal nominating committee; full Board runs nominations; no lead independent director; combined CEO/Chair (Jesse T. Correll) .
- Compensation Committee cadence: Met once in 2024 (and once in 2023), indicating limited formal meeting frequency; charter permits use of independent consultants and oversight of CEO/executive compensation plans .
Fixed Compensation
Director pay is equity‑only (retainer and meeting fees paid in UTG stock; travel reimbursed in cash). Policy: $5,000 annual retainer and $2,500 per meeting, paid in stock; market value set each year near Dec 20. Ochs received the following compensation as a director:
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $0 | $0 |
| Stock Awards ($) | $12,484 | $17,500 |
| All Other Compensation ($) | $0 | $0 |
| Notes | Stock comp valued at $30.01/share (earned date) | Stock comp valued at $28.09/share (earned date) |
| Policy details | Retainer $5k + $2.5k/meeting; paid in stock | Retainer $5k + $2.5k/meeting; paid in stock |
Performance Compensation
- UTG, Inc. 2025 Stock Option Plan (subject to shareholder approval) allows options for employees and non‑employee directors; up to 300,000 shares; exercise price ≥ fair market value; vesting set by governing committee; robust change‑in‑control mechanics (assumption, acceleration, cash‑out). As of record date, UTGN closing price was $35.00. Ochs is not standing for re‑election in 2025, so future awards would not apply to him absent continued service .
| Element | Key Terms |
|---|---|
| Share reserve | 300,000 shares |
| Eligibility | Employees, officers, non‑employee directors, consultants |
| Exercise price | ≥ fair market value at grant (110% for 10% shareholders under ISO) |
| Vesting | Determined/accelerable by governing committee |
| Change‑in‑control | Options may be assumed, accelerated, canceled for cash, or cashed‑out; double‑trigger vesting if involuntary termination within 1 year post‑CIC |
| Admin | Compensation Committee (designated executives); Board for others |
Other Directorships & Interlocks
| Company/Institution | Role | Potential Interlock/Conflict |
|---|---|---|
| American Independence Funds | Director | None disclosed with UTG customers/suppliers |
| Trinity Academy | Director | Non‑profit board; no UTG interlock disclosed |
Expertise & Qualifications
- Private equity founder; cross‑industry investing and operational oversight (manufacturing, real estate, energy, education); prior 8 years in commercial banking. Degree in business and finance from University of Kansas .
- Not designated an “audit committee financial expert”; Audit Committee’s financial expert is Gabriel Molnar .
Equity Ownership
| Metric | May 1, 2024 | Apr 30, 2025 |
|---|---|---|
| Beneficially owned shares | 7,911 | 8,534 |
| Ownership % of outstanding | <1% | <1% |
| Notes | Includes 2,000 shares held in trust | Includes 2,000 shares held in trust |
Governance Assessment
- Independence and committee role: Ochs is an independent director and served on the Compensation Committee, contributing to oversight of executive pay; however, the committee met only once in 2024, a light cadence for compensation oversight .
- Attendance signal: He missed the annual shareholders meeting in both 2023 and 2024, though he met the ≥75% threshold for Board/committee meetings; recurring absence from annual meetings is a minor engagement concern .
- Alignment: Director compensation is equity‑only (stock retainer/meeting fees), aligning director incentives with shareholders; Ochs holds 8,534 shares as of April 30, 2025, though still <1% of outstanding .
- Transition risk: Not standing for re‑election in 2025; investors should consider implications for Compensation Committee continuity and whether the replacement director strengthens governance skill mix .
- Structural red flags at company level: Combined CEO/Chair and no lead independent director; no nominating committee; controlling shareholder group (Correll affiliates) at ~66.2%, which can limit minority shareholder influence .
- Related‑party exposure: Articles permit directors to vote on related‑party transactions, and UTG disclosed multiple dealings with affiliated entities (FSBI/FSNB/FSF), including a loan participation to a company owned/managed by a Board member repaid in 2024—heightening perceived conflict risk (no individual director named in that loan disclosure) .
Overall, Ochs brings private equity and banking experience, with equity‑aligned compensation and Compensation Committee service, but recurring absence from annual meetings and his 2025 departure reduce near‑term continuity; broader UTG governance structures (combined Chair/CEO, related‑party permissiveness, concentrated control) present ongoing investor confidence risks .