Citizens (CIA) Proxy filing summary

Executive summary

• The 2026 Annual Meeting is scheduled for June 16, 2026, at the company’s Austin, Texas headquarters, with a record date of April 17, 2026.

• Four main proposals will be voted on: election of seven directors, ratification of Grant Thornton LLP as auditor, advisory approval of executive compensation, and approval of the amended Omnibus Incentive Plan.

• The company reported strong financial performance in 2025, including record revenues, premium growth, and insurance in force, with net income before tax rising to $17.5 million.

• Strategic initiatives focused on new product launches, expanded distribution, and disciplined financial management have driven two consecutive years of premium revenue growth.

Voting matters and shareholder proposals

• Shareholders will elect seven directors, with three current directors retiring and one new nominee, Sean McLaughlin, up for election.

• Ratification of Grant Thornton LLP as independent auditor for 2026 is recommended.

• Advisory vote on executive compensation (“Say-on-Pay”) is recommended for approval.

• Approval of the amended and restated Omnibus Incentive Plan, increasing available shares and adding governance enhancements, is recommended.

Board of directors and corporate governance

• Six of seven director nominees are independent; the board is diverse in skills and backgrounds.

• Board refreshment policies include a mandatory retirement age of 75 and a 12-year service limit.

• All board committees are composed entirely of independent directors and meet regularly, with strong attendance and annual self-evaluations.

• The board maintains an independent chair structure and robust governance documents, including a code of ethics and compensation recovery policy.