Thomas Harmon
About Thomas E. Harmon
Independent director of UTG, Inc. since March 2016 and director of Universal Guaranty Life Insurance Company; age 70. Former owner and President of Harmon Foods, Inc., a chain of retail supermarkets he ran for ~40 years; sold the operating parts and now manages the assets of Harmon Foods. Active in charitable work, serving on the board of Amigos En Cristo Ministries. Independence affirmed by the Board under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harmon Foods, Inc. | Owner & President | ~40 years; sold operating parts, now managing assets | Retail operations leadership, asset management |
| UTG, Inc. | Director | Since March 2016 | Audit Committee member; attended ≥75% of board/committee meetings in 2024 |
| Universal Guaranty Life Insurance Company | Director | Since March 2016 | Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Amigos En Cristo Ministries | Board Member | Ongoing | Non‑profit service in Juarez, Mexico |
Board Governance
- Committees: Audit Committee (Molnar – Chair, Harmon, Cortines); Compensation Committee (Darden, Cortines, Ochs). Audit Committee met 4 times in 2024; Compensation Committee met once in 2024 .
- Independence: Board determined seven of eight current directors are independent, including Harmon .
- Attendance: Board met 5 times in 2024; all directors attended ≥75% of board and committee meetings. Harmon was not listed among those absent from the 2024 annual shareholders’ meeting (exceptions were Dayton, Darden, Chapman, Ochs) .
- Leadership and nominations: CEO also serves as Board Chair; no lead independent director; full Board handles nominations; no formal nominating committee or charter .
- Risk oversight: Board oversees risk with management; Audit Committee discusses reporting/accounting risk with external auditors .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Director compensation policy | Retainer $5,000; $2,500 per meeting; paid in UTG common stock; travel reimbursed in cash | Retainer $5,000; $2,500 per meeting; paid in UTG common stock; travel reimbursed in cash |
| Fees earned in cash (Harmon) | $0 (stock‑only) | $0 (stock‑only) |
| Stock awards (Harmon) | $17,496 | $17,500 |
| Per‑share valuation basis | $30.01 per share | $28.09 per share |
Performance Compensation
| Performance‑linked metric for directors | Disclosed? | Notes |
|---|---|---|
| TSR, revenue/EBITDA targets, ESG metrics tied to director pay | Not disclosed | Director pay consists of stock awards for retainer/meetings; no performance metrics stated |
Other Directorships & Interlocks
| Company | Role | Public/Private | Committees |
|---|---|---|---|
| UTG, Inc. | Director | Public | Audit Committee member |
| Universal Guaranty Life Insurance Company | Director | Subsidiary (private) | Board service |
No other public company boards for Harmon are disclosed in his proxy biography .
Expertise & Qualifications
- Retail operations and asset management (decades operating Harmon Foods) .
- Audit oversight via Audit Committee service; committee independence under NASDAQ standards; Audit Chair is Molnar (financial expert) .
Equity Ownership
| Metric | As of May 1, 2024 | As of April 30, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 4,020 | 4,643 |
| Shares outstanding (reference) | 3,169,527 | 3,154,657 |
| Ownership % of outstanding | ~0.127% (4,020/3,169,527) | ~0.147% (4,643/3,154,657) |
| Pledged shares | Not disclosed in proxy materials reviewed | |
| Vested vs. unvested breakdown | Not disclosed for directors; compensation delivered as stock awards |
Section 16(a) reporting: Company reported no late Section 16 filings for 2024 and 2023 .
Governance Assessment
-
Positive signals:
- Independent director with consistent Audit Committee service; committee met 4 times in 2024 and is fully independent .
- Director compensation paid solely in stock, creating alignment; Harmon received ~$17.5K stock awards in 2024 .
- Satisfies ≥75% attendance threshold; not listed among annual meeting absences in 2024 .
-
RED FLAGS / risk context:
- Combined CEO/Chair with no lead independent director reduces independent oversight .
- No formal nominating committee; full Board handles nominations without formal policy .
- Controlling shareholder group (Correll affiliates) holds ~66.2% of shares, concentrating control and affecting minority investor influence .
- Significant related‑party transactions with affiliates (FSBI/FSF/FSNB), including shared services, an aircraft co‑ownership, and a 2023 loan participation to a company owned/managed by a UTG director (fully repaid in 2024), elevating conflict risk .
- Charter language permits interested directors to be counted toward quorum and to vote on transactions where they have interests, provided disclosure—shareholder‑unfriendly governance provision .
-
Forward‑looking compensation note:
- 2025 Stock Option Plan (subject to shareholder approval) authorizes up to 300,000 shares in options for employees, officers, directors, and service providers; exercise price at or above fair market value; change‑in‑control provisions may allow accelerated vesting or cash‑outs—could introduce options into director compensation mix if the Board elects to grant to directors .