Thomas Darden II
About Thomas F. Darden II
Thomas F. Darden II (age 70) is an independent Director of UTG, Inc. (UTGN) and the Founder and Chief Executive Officer of Cherokee, a private equity and venture capital investment company; his background includes leadership in industrial operations, management consulting, and environmental planning, with degrees from Yale Law School (JD) and the University of North Carolina (BA, Morehead Scholar; Master’s in Regional Planning) . He is currently identified as an independent director under NASDAQ standards in UTG’s proxy, with board biographies confirming his role and credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cherokee Sanford Group | Chairman | Beginning in 1984 for 16 years (ca. 1984–2000) | Led brick manufacturing and soil remediation operations |
| Bain & Company | Consultant | 1981–1983 | Management consulting experience |
| Korea Institute of Science and Technology (KIST) | Environmental Planner | 1977–1978 | Henry Luce Foundation Scholar; international environmental planning experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shaw University | Board member | Not disclosed | Current service stated in proxies |
| Institute for The Environment, University of North Carolina | Board member | Not disclosed | Current service stated in proxies |
| Research Triangle Institute (RTI) | Board of Governors | Not disclosed | Current service stated in proxies |
Board Governance
- Committee memberships:
- Compensation Committee member in 2024 with Messrs. Cortines and Ochs; the committee met one time in 2024 .
- Compensation Committee member in 2023 with Messrs. Dayton and Ochs; the committee met one time in 2023 .
- Compensation Committee member in 2021 with Messrs. Dayton and Ochs; the committee met two times in 2021 .
- Audit Committee composition excludes Darden; the Audit Committee consisted of Molnar, Harmon, and Cortines (4 meetings in 2023 and 2024; 4 meetings in 2021) .
- Independence: Board determined Darden is independent under NASDAQ Rule 5605 (independence affirmed across recent proxies) .
- Attendance:
- Board meetings: In 2023, all directors attended at least 75% of Board and committee meetings (except April R. Chapman at 60%), implying Darden met the 75% threshold .
- In 2024, all directors attended at least 75% of Board and committee meetings .
- Annual shareholders’ meeting attendance: Darden did not attend the 2024 annual meeting (exceptions included Howard L. Dayton Jr., Thomas F. Darden II, April R. Chapman, and Peter L. Ochs); all attended in 2021 .
- Committee processes and safeguards:
- Compensation Committee charter prohibits compensation committee interlocks and requires members to be non‑employee directors; committee holds authority to use outside advisors and meets at least annually .
Fixed Compensation
Director compensation is structured as equity-paid retainers and meeting fees, aligning director pay with shareholder outcomes:
- Policy: Each outside Director receives an annual retainer of $5,000 and $2,500 per meeting attended; compensation is paid in UTG common stock valued annually as of December 20; reasonable travel expenses reimbursed in cash .
- Darden’s director compensation (stock awards) by year:
| Year (Service Year) | Fees Earned (Cash) | Stock Awards ($) | All Other Compensation ($) | Market Value Reference |
|---|---|---|---|---|
| 2020 | $0 | $15,000 | $0 | $27.00/share |
| 2021 | $0 | $15,000 | $0 | $27.50/share |
| 2022 | $0 | $15,000 | $0 | $25.06/share |
| 2023 | $0 | $14,975 | $0 | $30.01/share |
| 2024 | $0 | $17,500 | $0 | $28.09/share |
- Equity-paid policy repeated consistently across proxies; employees do not receive director pay .
Performance Compensation
Directors do not receive performance-based incentive metrics; compensation consists of equity grants based on fixed retainers and meeting fees:
- Policy and tables disclose stock awards only (no RSUs/PSUs/options, and no performance metrics tied to director pay) .
| Performance Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Director performance metrics linked to pay | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Darden; disclosed external roles are academic/non‑profit .
- Interlocks: Compensation Committee charter explicitly requires non‑employee directors and forbids compensation committee interlocks; members must be independent .
Expertise & Qualifications
- Education: JD (Yale Law School), Master’s in Regional Planning (UNC), BA (UNC, Morehead Scholar) .
- Technical/industry expertise: Environmental planning (KIST), management consulting (Bain), industrial operations (Cherokee Sanford Group), and private equity/venture capital leadership (Cherokee) .
- Board qualifications: Independent director; compensation oversight experience via Compensation Committee membership .
Equity Ownership
- Beneficial ownership has steadily increased and remains approximately 2% of outstanding shares:
| As-of Date (Proxy) | Shares Beneficially Owned | Percent of Class | Shares Outstanding Reference |
|---|---|---|---|
| Apr 26, 2021 | 61,749 | 1.9% | 3,176,058 |
| May 2, 2022 | 62,294 | 2.0% | 3,172,895 |
| Apr 10, 2023 | 62,892 | 2.0% | 3,187,708 |
| May 1, 2024 | 63,391 | 2.0% | 3,169,527 |
| Apr 30, 2025 | 64,014 | 2.0% | 3,154,657 |
- Voting/investment power: Except as indicated in footnotes, listed persons hold sole voting and investment power; no pledging disclosed for Darden .
Governance Assessment
- Positives:
- Independent director with deep financial, operational, and environmental planning expertise; active role on Compensation Committee across multiple years .
- Strong ownership alignment: ~2% beneficial ownership over multiple years, increasing modestly (61,749→64,014 shares from 2021 to 2025) .
- Director pay fully in stock (retainer and meeting fees), reinforcing alignment; no cash fees .
- Compensation Committee charter safeguards (independence, no interlocks, authority to retain outside advisors) .
- Watch items / potential red flags:
- Annual meeting attendance: Darden did not attend the 2024 annual shareholders’ meeting (optics issue for investor engagement) .
- Company related‑party exposure (not tied to Darden): UTG maintains financial relationships with First Southern affiliates (FSBI trust preferreds, FSBI common stock; aircraft cost‑sharing with entities affiliated with the Correll estate); while disclosed and approved arrangements exist, they warrant continued oversight by independent directors on compensation and governance committees .
- Concentrated control: Principal holders affiliated with Chairman Jesse T. Correll collectively control a majority of shares; independent committee processes (including Darden’s role) remain important for minority shareholder confidence .
Overall, Darden’s independence, committee service, and sizable personal stake are positives for alignment; ongoing vigilance on related‑party transactions and annual meeting attendance would further strengthen governance signals .