Citizens, Inc. (NYSE: CIA) boosts CEO Jon Stenberg’s pay and incentives
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Citizens, Inc. updated the compensation terms for its Chief Executive Officer, Jon Stenberg. The Board approved an amendment to his Executive Employment Agreement to better align pay with peer and market data for retention and motivation purposes.
Effective April 1, 2026, Mr. Stenberg’s base salary increases from $500,000 to $600,000. His target short-term incentive (annual bonus opportunity) beginning in 2026 rises from $400,000 to $480,000, and his target long-term incentive increases from $450,000 to $540,000. All other terms of his employment agreement remain in effect.
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8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2026
COMMISSION FILE NUMBER: 000-16509
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number: (512 ) 837-7100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 5, 2026, the Board of Directors (the “Board”) of Citizens, Inc. (“Citizens” or the “Company”) approved an amendment (the “Amendment”) to the Executive Employment Agreement (the “Employment Agreement”), by and between the Company and Jon Stenberg, the Company’s Chief Executive Officer.
The Amendment is intended to better align Mr. Stenberg's compensation with peer group and market compensation data in order for retention and motivation purposes. The Amendment provides for the following changes to Mr. Stenberg's compensation:
Base Salary: Effective April 1, 2026, the Base Salary shall be increased from $500,000 to $600,000.
Short-Term Incentive: The target bonus for the Annual Bonus Opportunity beginning in 2026 shall be increased from $400,000 to $480,000.
Long-Term Incentive: The target bonus for the LTI beginning in 2026 shall be increased from $450,000 to $540,000.
All other terms of the Employment Agreement remain in full force and effect.
The foregoing description is not a complete description of the Amendment and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference in this Item 5.02.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Amendment, dated March 5, 2026, to Executive Employment Agreement by and between Citizens, Inc. and Jon Stenberg.
104 Inline XBRL for the cover page of this Current Report on Form 8-K
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CITIZENS, INC. | ||||||||||||||
| By: | /s/ Sheryl Kinlaw | |||||||||||||
| Chief Legal Officer | ||||||||||||||
Date: March 10, 2026
FAQ
What executive change did Citizens, Inc. (CIA) disclose in this 8-K?
Citizens, Inc. disclosed that its Board approved an amendment to CEO Jon Stenberg’s Executive Employment Agreement, increasing his base salary and incentive targets to better align with peer and market compensation levels for retention and motivation purposes starting in 2026.
How is Citizens, Inc. (CIA) changing CEO Jon Stenberg’s base salary?
Citizens, Inc. is raising CEO Jon Stenberg’s base salary from $500,000 to $600,000. The increase becomes effective April 1, 2026, under an amendment to his Executive Employment Agreement approved by the Board of Directors on March 5, 2026.
What happens to the short-term incentive for the Citizens, Inc. (CIA) CEO?
The CEO’s target short-term incentive, described as the annual bonus opportunity, increases from $400,000 to $480,000. This higher target applies beginning in 2026 under the amended Executive Employment Agreement approved by the Citizens, Inc. Board.
How is the long-term incentive changing for Citizens, Inc. (CIA) CEO Jon Stenberg?
Jon Stenberg’s target long-term incentive rises from $450,000 to $540,000. The new target level applies beginning in 2026 as part of the Board-approved amendment to his Executive Employment Agreement designed to align compensation with market data.
Do other terms of the Citizens, Inc. (CIA) CEO’s Employment Agreement change?
Other than the increased base salary and revised short- and long-term incentive targets, all remaining terms of Jon Stenberg’s Executive Employment Agreement continue unchanged. The company notes that only the compensation elements specified in the amendment are being modified.
Where can investors find the full text of the Citizens, Inc. (CIA) CEO compensation amendment?
The full text of the amendment to CEO Jon Stenberg’s Executive Employment Agreement is filed as Exhibit 10.1. Citizens, Inc. states that its summary is qualified in its entirety by reference to this exhibit, which contains the complete contractual language.