Stock Compensation

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Citizens grants stock-based compensation in the form of restricted stock units ("RSUs") and beginning in 2024, performance share units ("PSUs"). All stock awards are granted pursuant to the Citizens, Inc. Omnibus Incentive Plan (the "Plan"), which was approved by our shareholders in 2017. There were 3,000,000 shares authorized to be granted under the Plan. Awards may be granted under the Plan until June 05, 2027.

Restricted Stock Units. RSUs consist of time-vested grants and give the grantee the right to receive one share of our Class A common stock in the future for each RSU granted, subject to certain restrictions and a risk of forfeiture. For non-employee directors, RSUs are granted annually on the date of the annual shareholders meeting and vest one year from the date of grant, subject to continued service on the Board. Employee RSU grants vest over three years, subject to continued employment (except in the case of retirement, death or disability).

The following table provides a rollforward of RSU activity for the two-year period ended December 31, 2024.


Restricted Stock Units	Units	Weighted Average Grant Date Fair Value
	(In thousands)





Outstanding at December 31, 2022	266	$	4.65
Granted	464	3.03
Less:
Vested	148	4.56
Forfeited	8	4.47
Outstanding at December 31, 2023	574	3.37
Granted	892	2.29
Less:
Vested	433	2.73
Forfeited	17	2.84
Outstanding at December 31, 2024	1,016	$	2.70

In 2024, we recognized $1.5 million of expense for RSUs granted on or prior to December 31, 2024, while $1.8 million was unrecognized and is expected to be amortized up to two years. We also recognized compensation expenses of $1.4 million and $0.6 million in 2024 and 2023, respectively, related to RSU awards that vested during these periods. The aggregate intrinsic value of RSUs vested during the years ended December 31, 2024 and 2023 was $1.2 million and $0.4 million, respectively.

Performance Share Units. In 2024, the Board of Directors granted PSUs to a limited number of senior executives. PSUs have a three-year performance period and and give the grantee the right to receive one share of our Class A common stock in the future for each PSU granted, subject to subject to certain restrictions and a risk of forfeiture. While the PSU grant specifies a stated target number of shares, the grantees can earn up to 200% of the target PSUs awarded based on the achievement of the Board approved metric over the performance period. PSUs are not settled in shares until the Board certifies that the approved performance metrics have been met. Employees must continue to be employed during the performance period in order to receive shares, except in the case of death or disability, change in control, retirement (settled pro-rata) or certain involuntary terminations (settled pro-rata).

The following table provides a rollforward of PSU activity for the period beginning on the first date of grant and ending on December 31, 2024.


Performance Stock Units	Units		Weighted Average Grant Date Fair Value
	(In thousands)
Outstanding at March 28, 2024	—		$	—
Granted	333		2.14
Less:

Forfeited	83		2.14
Outstanding at December 31, 2024	250	(1)	$	2.14

(1) The number of PSUs represents the base number of PSUs that may vest. The actual number of PSUs that vest will be between 0 and 500,000, depending on the Company's achievement of certain performance goals.

In 2024, for the PSU grants, we recognized $0.1 million of expense, while $0.2 million was unrecognized and is expected to be amortized over the next two years. As of December 31, 2024, management estimates that the probability of achieving the performance targets was 50%.