DEF 14A of Globe Life Inc., Mar 18, 2024

DEF 14A of Globe Life Inc.

Filed Mar 18, 2024 · FY20230000320335-24-000010

Open on EDGAR

  1. How to Vote

    | EXECUTIVE COMPENSATION | 42 | | Summary Compensation Table | 42 | | 2023 Grants of Plan-Based Awards | 44 | | Outstanding Equity Awards at Fiscal Year-End 2023 | 46 | | Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2023 | 48 | | Pension Benefits at December 31, 2023 | 49 | | Potential Payments upon Termination or Change-in-Control | 50 | | Stock Options and Termination of Employment | 50 | | Performance Shares and Termination of Employment | 51 | | Restricted Stock Units and Termination of Employment | 51 | | Termination of Employment—Stock Options, Performance Share Awards and Restricted Stock Unit Awards | 51 | | Retirement Life Insurance Agreements | 52 | | Supplemental Executive Retirement Plan | 52 | | Change-in-Control—Stock Options, Performance Share Awards and Restricted Stock Unit Awards | 52 | | Pay Versus Performance | 54 | | CEO Pay Ratio | 58 | | 2023 DIRECTOR COMPENSATION | 60 | | DIRECTOR COMPENSATION PHILOSOPHY | 60 | | PAYMENTS TO DIRECTORS | 60 | | RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS | 61 | | DELINQUENT SECTION 16(a) REPORTS | 61 | | PRINCIPAL SHAREHOLDERS | 62 | | AUDIT COMMITTEE REPORT | 63 | | PRINCIPAL ACCOUNTING FIRM FEES | 64 | | PRE-APPROVAL POLICY FOR ACCOUNTING FEES | 64 | | PROCEDURAL MATTERS | 65 | | Solicitation of Proxies | 65 | | Record Date, Voting Stock and Quorum | 65 | | Required Vote on Proposals | 65 | | MISCELLANEOUS INFORMATION | 66 | | Shareholder Proposals and Director Nominations for our 2025 Annual Meeting | 66 | | General | 67 | | APPENDIX A – NON-GAAP RECONCILIATION | A-1 |

  2. Election of Directors

    Election of Directors The Board of Directors proposes the election of Linda L. Addison, Marilyn A. Alexander, Cheryl D. Alston, Mark A. Blinn, James P. Brannen, Alice S. Cho, J. Matthew Darden, Steven P. Johnson, David A. Rodriguez, Frank M. Svoboda, and Mary E. Thigpen as directors, each to hold office for a one-year term, expiring at the close of the Annual Meeting of Shareholders to be held in 2025, and until his or her successor is elected and qualified. All directors tendered an irrevocable contingent resignation letter pursuant to the Company’s Director Resignation Policy. Jane Buchan will retire from the Board, with over 18 years of Board Service, at the Annual Meeting of Shareholders on April 25, 2024. The Company’s By-laws provide that there will be not less than seven nor more than 15 directors with the exact number to be fixed by the Board. Effective as of the Annual Meeting of Shareholders on April 27, 2023, the number of directors was set at 12 persons. On February 28, 2024, the Board determined to reduce the number of directors from 12 to 11 persons upon the retirement of Jane Buchan from the Board, as discussed above. If any of the nominees becomes unavailable for election, the directors’ proxies will vote for the election of any other person recommended by the Board unless the Board reduces the number of directors.

  3. Election of Directors

    | Proposal | The Board recommends that shareholders vote “FOR” the proposal. | | 1 | |

  4. Director Nominee Profiles

    Director Nominee Profiles

  5. Director Nominee Profiles

    | | Linda L. Addison | | | | | Lead Director | | | Independent Director | Member, Governance and Nominating Committee | | | Principal occupation: Past Managing Partner, Norton Rose Fulbright US LLP, since January 2017. Ms. Addison is also a director of Lexitas and serves on the non-profit boards of Catalyst and the M.D. Anderson Center Board of Visitors. She is a Senior Trustee of the University of Texas Law School Foundation. She formerly served as an independent director of KPMG LLP, the U.S. audit, tax and advisory firm (2018 - 2023). Ms. Addison received a B.A. from the University of Texas at Austin and a J.D. from the University of Texas School of Law. She earned the Certification in Climate Leadership from Diligent Institute, the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University's Software Engineering Institute, and is an NACD Board Leadership Fellow. As a global business leader and chief executive with more than three decades of practical experience, including as former Managing Partner and Chair of the Management Committee of Norton Rose Fulbright US LLP, Ms. Addison brings a broad array of management skills and operational experience to the Board, including expertise in corporate governance, climate leadership oversight, cybersecurity oversight, strategic planning, enterprise risk management, regulatory/compliance, compensation, mergers and acquisitions, and human capital management. | | | Director since Feb. 2018 | | | | Age 72 | | | | | Marilyn A. Alexander | | | | Independent Director | Member, Compensation Committee | | | Principal occupation: Self-employed management consultant since November 2003, and Principal in Alexander & Friedman, Laguna Beach, California, a management consultancy practice focusing on business planning, brand strategy and development, communications, process and organizational issues, since January 2006. Ms. Alexander is also a director of McCarthy Holdings, Inc. Additionally, she is a member of the Board of Trustees, Chapman University, Orange, California. She has an A.B. in Philosophy from Georgetown University and an M.B.A. from the Wharton Graduate School of the University of Pennsylvania and holds a CPA license in the Commonwealth of Virginia. Ms. Alexander contributes to the Board from her extensive expertise in finance, marketing and strategic planning based upon more than 35 years of experience at top corporations including Disneyland Resort, where she was Senior Vice President and Chief Financial Officer, Walt Disney World Resort, Marriott Corporation and Towers Perrin, as well as her own consultancy practice. | | | Director since Feb. 2013 | | | | Age 72 | | | | | Cheryl D. Alston | | | | Independent Director | Member, Compensation Committee | | | Principal occupation: Executive Director and Chief Investment Officer of the Employees' Retirement Fund of the City of Dallas, Texas (ERF), a $4 billion pension plan for the City's civilian employees, since October 2004. Ms. Alston also serves on the Board of CHRISTUS Health and Blue Cross Blue Shield of Kansas City and is a Director on the Janus Henderson Mutual Fund Board. She formerly served as a director of the Federal Home Loan Bank of Dallas (2017-2021). She holds a B.S. in Economics from the Wharton School of Business at the University of Pennsylvania and an M.B.A. from the Leonard N. Stern School of Business at New York University. With a career spanning more than 20 years in the financial services industry, including positions at ERF, Cigna Corporation and Chase Global Securities, Ms. Alston brings to the Board significant experience in the areas of strategic planning, investment management, asset allocation, corporate governance, finance and budget administration. | | | Director since Feb. 2018 | | | | Age 57 | | | | | Mark A. Blinn | | | | Independent Director | Member, Compensation Committee | | | Principal occupation: Retired executive. He serves on the Boards of Texas Instruments Incorporated, Emerson Electric Co., and Leggett & Platt, Incorporated. He is an Executive Board Member of the Southern Methodist University (SMU) Cox Executive Board. Mr. Blinn holds a B.S., M.B.A. and J.D. from Southern Methodist University, as well as a charter financial analyst (CFA) designation. As President and Chief Executive Officer, and formerly Chief Financial Officer, of Flowserve Corporation and through his senior leadership roles at FedEx Kinko’s Office and Print Services, Inc. and Centex Corporation, Mr. Blinn developed a well-rounded set of business skills and knowledge that significantly benefits the Board, including extensive expertise in business operations, organizational design, accounting/finance and experience running a large complex international organization. He also possesses a thorough understanding of legal and governance matters through his time spent as a practicing attorney. | | | Director since Nov. 2021 | | | | Age 62 | | |

  6. Director Nominee Profiles

    | | James P. Brannen | | | | Independent Director | Chair, Governance and Nominating Committee | | | Principal Occupation: Retired executive (Formerly Chief Executive Officer of FBL Financial Group Inc., West Des Moines, Iowa, then a public financial services company, August 2012-December 2019). He also serves on the Boards of First Interstate BancSystem and Amerisure Mutual Insurance Company. He formerly served as a director for Great Western Bancorp, Inc. (2015-2022), FBL Financial Group Inc. (2012-2019), the Greater Des Moines Partnership (2012-2019), and the Property Casualty Insurers Association of America (2012-2019). Mr. Brannen holds a B.B.A. in Accounting from the University of Iowa and is a member of the American Institute of Certified Public Accountants and the Iowa Society of Certified Public Accountants. With nearly 30 years of relevant experience in the insurance and financial services industry, and having held a variety of C-suite positions during his distinguished career, Mr. Brannen brings to the Board extensive expertise in finance and executive management. | | | Director since Nov. 2021 | | | | Age 61 | | | | | Alice S. Cho | | | | Independent Director | Member, Audit Committee | | | Principal Occupation: Senior Advisor for The Boston Consulting Group, a global management consulting firm providing strategic advice to C-suite leaders and boards, since 2021 (Formerly Advisor of Varo Money, Inc., a digital bank startup, 2017-2020). Ms. Cho is also an independent director of First Interstate BancSystem and serves on the dean's advisory council at the University of Chicago Harris School of Public Policy. She earned a B.A. from Whitman College and earned an A.M. from the University of Chicago, where she was a Sloan fellow. Through her advisory and management positions at Promontory Financial Group, BITS (Bank Policy Institute), the Federal Reserve Board, and the U.S. Executive Office of the President, Ms. Cho brings to the Board extensive experience in financial services, public policy, and corporate boards, including advising boards and top executives on risk management, regulatory compliance, corporate governance, and digital technology issues. | | | Director since Feb. 2023 | | | | Age 57 | | | | | J. Matthew Darden | | | | | Co-Chairman and Chief Executive Officer | | | Principal occupation: Co-Chairman of the Company since April 2023 and Co-Chief Executive Officer since Jan. 2023 (Formerly Senior Executive Vice President and Chief Strategy Officer of Company April 2022 - Dec. 2022; Executive Vice President and Chief Strategy Officer of Company Jan. 2017-April 2022; President of subsidiary American Income Life Insurance Company July 2018-Dec. 2022). Mr. Darden received a B.B.A. and an M.B.A from Baylor University and is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. He provides the Board with a host of relevant and broad-based skills gained from more than 29 years of direct insurance industry experience, including expertise in marketing, finance, accounting, consulting, technology, business combinations and capital market transactions. Through his managerial roles at the Company, most recently serving as its Chief Strategy Officer, and his 16+ years of public accounting experience at Deloitte & Touche LLP and Ernst and Young LLP, Mr. Darden brings a wealth of highly-valued managerial, financial, operational and strategic experience to the Board. | | | Director since Apr. 2023 | | | | Age 53 | | | | | Steven P. Johnson | | | | Independent Director | Member, Audit Committee | | | Principal occupation: Financial Consultant and Advisor for Boulder Creek Development, LLC, a developer of office/warehouse buildings, primarily for smaller businesses, and its affiliated companies since June 2013. He earned a B.B.A. from the University of Wisconsin-Eau Claire. Mr. Johnson brings to the Board considerable expertise in accounting, auditing, regulatory, corporate governance, Sarbanes-Oxley compliance and enterprise risk management, as well as insurance industry experience as an external auditor, stemming from his 41-year career with Deloitte & Touche LLP, where he held a variety of senior firm leadership and client service positions, including Worldwide Lead Client Service Partner for several prominent firm clients and six years as Deputy Managing Partner - Operations. | | | Director since Nov. 2016 | | | | Age 73 | | |

  7. Director Nominee Profiles

    | | David A. Rodriguez | | | | Independent Director | Member, Governance and Nominating Committee | | | Principal Occupation: Retired executive (Formerly Global Chief Human Resources Officer of Marriott International, Bethesda, MD, August 2006 - December 2021). He also serves on the Board of American Woodmark Corporation and the Board of Trustees of the SIOP Foundation. Mr. Rodriguez earned a B.A. in Psychology and an M.A. and Ph.D. in Industrial/Organizational Psychology from New York University. He brings to the Board extensive experience in human resource management, including organizational culture and inclusion, through a 36-year career at companies including Marriott International, Citicorp/Citibank and Avon Products, and his service on the Board of American Woodmark Corporation and the Board of Trustees of the SIOP Foundation. | | | Director since Feb. 2023 | | | | Age 65 | | | | | Frank M. Svoboda | | | | | Co-Chairman and Chief Executive Officer | | | Principal occupation: Co-Chairman of the Company since April 2023 and Co-Chief Executive Officer since Jan. 2023 (Formerly Senior Executive Vice President and Chief Financial Officer of Company April 2022-Dec. 2022; Executive Vice President and Chief Financial Officer of Company June 2012 - April 2022; President of subsidiary Globe Life And Accident Insurance Company July 2018-Dec. 2022). He received a B.A. degree in Accounting and Finance from Nebraska Wesleyan University and is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. Mr. Svoboda has more than 36 years of direct insurance industry experience, including in the areas of tax, accounting, consulting, compensation and benefits, business combination and capital market transactions. As the Company's Chief Financial Officer for more than a decade, with overall responsibility for various accounting, financial and investment functions at the Company and its subsidiaries, and through his service as the Company's Vice President of Tax for nine years prior thereto, as well as the 19 years he spent in public accounting at KPMG LLP, he provides the Board with significant financial and operational expertise. | | | Director since Apr. 2023 | | | | Age 62 | | | | | Mary E. Thigpen | | | | Independent Director | Chair, Audit Committee | | | Principal occupation: Self-employed Consultant providing advisory services in digital transformation strategies, technology and cybersecurity assessments, and systemic risk mitigation competencies since February 2019 and September 2015-October 2017. (Formerly CEO of OpsDataStore, LLC, Johns Creek, Georgia, a big data analytics, AI, and visualization software company, October 2017-January 2019). Ms. Thigpen also serves as a director of Achievelt Online, LLC and Hope Bancorp, Inc. and its affiliate Bank of Hope. She formerly served as a director of Opus Bank (2019-2020). She received a B.S. in Mathematical and Computer Sciences from Clemson University. Ms. Thigpen provides the Board with expertise in technology, cybersecurity, strategic planning, corporate governance, enterprise and systemic risk management, international business, digital sales and marketing developed as a result of her time as CEO of OpsDataStore and as CEO of North Plains, LLC and through senior leadership positions at Cox Communications, BearingPoint, Arthur Andersen LLP and Hewlett-Packard Company, as well as through her consultancy practice. | | | Director since Feb. 2018 | | | | Age 64 | | |

  8. Director Nominee Skills and Qualifications

    Director Nominee Skills and Qualifications The Board has emphasized the importance of identifying and proposing for shareholder approval Director Nominees who possess a well-rounded range of skills, qualifications, professional experiences and perspectives. It is the Board’s belief that a Board comprised of individuals with diverse skills and viewpoints will enhance its ability to effectively oversee the Company’s business operations and guide management’s efforts to achieve long-term strategic objectives. The chart below outlines those skills and qualifications the Board believes are most relevant to our business.

  9. Director Nominee Skills and Qualifications

    | Skills and Qualifications | Relevance to Globe Life Inc. | | Accounting/Financial | An understanding of accounting and financial concepts is fundamental to the oversight of our financial affairs, as well as for reviewing our operational and financial results. | | Business Operations | Helpful for understanding the myriad issues affecting our extensive business operations, which include sales, marketing, customer service, claims, underwriting, financial reporting, accounting and other support-oriented functions. | | Capital Markets | Beneficial for appraising and offering guidance on our capital structure and financial strategies, including with respect to dividends, stock repurchases and prospective mergers/acquisitions. | | CEO/Other High-Level Senior Management Running Large Organizations | Experience managing and leading large complex businesses is important for gaining a practical understanding of how organizations such as ours function and the decisions and actions required to drive sustainable financial and operational results. | | Enterprise Risk Management | Important for exercising risk oversight and for informing management's views as to current and emerging risks which, if not properly managed/mitigated, could have a material adverse impact on our business and ultimately shareholder value. | | Human Capital Management | Helps the Board guide the Company's efforts to recruit, retain and develop talented professionals, and to seamlessly integrate them into our corporate culture, in order to drive performance. | | Information Technology/Information Security | Can better inform the Board regarding technical risks and issues associated with information systems, upon which we are highly dependent, and associated technology in order to ensure our business continues to operate in an efficient and resilient manner. | | Insurance Industry/ Financial Services | Experience in the insurance industry or financial services sector contributes to the Board's understanding of the distinct financial, legal and regulatory issues we regularly encounter as an insurance holding company with multiple insurance subsidiaries. | | Investments | We manage a substantial portfolio of invested assets. A general understanding of investment management concepts is essential for overseeing our investment management activities. | | Legal/Regulatory/Compliance | We operate in a heavily regulated environment in which compliance with applicable laws and regulations is necessary to enable our businesses to function. An understanding of our legal risks/obligations is crucial for the Board to be able to exercise its oversight role. | | Marketing/Advertising | Marketing/advertising experience, including social media and digital marketing, can provide expertise directly relevant to us as a consumer-driven business and can help to ensure that our marketing and branding efforts are properly aligned with our long-term strategic objectives. | | Other Public Company Board Service | Service on public company boards and committees provides valuable perspectives on good corporate governance practices and knowledge about key issues affecting public companies such as ours. | | Sales Management | Enhances the Board’s ability to evaluate our sales programs and initiatives aimed at developing and maintaining our various sales distribution systems in order to grow sales and profits. | | Strategic Planning | Valuable for offering guidance and oversight related to management's development of our long-term corporate strategy and for assessing the best approaches for implementing our strategic priorities. |

  10. Director Nominee Skills and Qualifications

    While not an exhaustive list, the skills matrix below reflects some of the qualifications and attributes possessed by the Director Nominees that the Board believes are relevant to our business. Also listed are certain voluntarily self-identified demographic characteristics of the Director Nominees.

  11. INFORMATION REGARDING DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS

    INFORMATION REGARDING DIRECTORS, NOMINEES, AND EXECUTIVE OFFICERS

  12. Compensation Philosophy

    | 1 | Long-Term Equity Accumulation | | 2 | Longevity | | 3 | Consistent Financial Performance | | 4 | Retention |

  13. Roles in Compensation Decisions

    | Independent Compensation Consultant | • | The Compensation Committee has retained Board Advisory, Inc. ("Board Advisory"), an independent compensation consulting firm, since 2010. In 2023, the lead consultant for Board Advisory expressed an intention to retire in 2024, and the Committee commenced a search for a successor firm. After a deliberative and thorough interview process, which included input from Board Advisory and members of Company management, each of whom participated in the interview process, the Committee selected and retained Pay Governance LLC as its new independent compensation consultant in February 2024. | | | | | • | In 2023, at the request of the Compensation Committee, Board Advisory: | | | | | | | – | conducted a review of the competitiveness of the total compensation paid to the NEOs; | | | | | – | made recommendations regarding compensation increases for the NEOs; | | | | | – | provided reports and analyses, including recommendations regarding changes to the peer group, director compensation, and various executive compensation issues; and | | | | | – | recommended 2024 cash and equity compensation to be paid to the new Co-CEOs. |

  14. Setting Executive Compensation

    | Initial Pay Discussion (January) | | | | •Perform preliminary calculation of corporate performance under annual bonus plan (subject to audit) •Review and approve the Co-CEO’s recommendations on pay for members of executive management (i.e., prior-year’s bonus, new base salary and new bonus target) •Discuss potential decisions regarding Co-CEO pay for recommendation to the Board •Conduct preliminary discussion with management of performance measures and goals for the new year |

  15. Setting Executive Compensation

    | Final Pay Decisions (February) | | | | •Finalize a formal recommendation to the Board on Co-CEO pay •Approve long-term incentive (LTI) awards for all employees other than the Co-CEOs •Approve performance measures and goals for annual and long-term plans |

  16. Setting Executive Compensation

    | Peer Group Review (April) | | | | •Review peer group periodically, with an extensive review conducted every third year (most recently in 2022) •Compare peer size based on Total Enterprise Value (market capitalization of common equity plus book value of debt minus cash) |

  17. Setting Executive Compensation

    | Pay & Performance Review (August) | | | | •Compare Globe Life performance to peers on measures utilized in the Company’s incentive plans •Compare Co-CEOs’ pay to the average of the peer CEOs and second-highest paid executive •Compare total pay of our top five NEOs to the top five of our peers (which avoids the inequitable result in which six of our officers are compared to five officers of our peers) •Review grant date fair value and realizable pay |

  18. Setting Executive Compensation

    | Update of Guidelines (November) | | | | •Adjust executive salary ranges and bonus targets based on surveys and trend data •Conduct an extensive analysis of peer LTI grants based on Shareholder Value Transfer (SVT) and shares granted as a percentage of the peer companies’ diluted shares outstanding at the beginning of the year •Adjust guidelines annually to reflect peer practices for Co-CEOs, NEOs and all members of executive management, as well as all employees |

  19. Compensation Benchmarking

    Compensation Benchmarking The Compensation Committee periodically reviews the composition of the peer group we use for purposes of our executive compensation analysis ("Compensation Peer Group"), considering such factors as labor market competitors, capital competitors (companies considered peers by stock analysts), market competitors, peers of existing peers, peers utilized for strategic planning and peers used by proxy advisory firms. In considering such a peer group, the Compensation Committee is mindful of the effect of company scope on executive pay. Because the Company’s business model does not emphasize capital accumulation products (e.g., annuities) that produce significant investment income (as a percentage of revenue), the Compensation Committee has determined that the most relevant comparison of size is based on Total Enterprise Value, reflecting the Company's capitalization – a very important metric for financial companies. Some peers are selected based on the similarity of their products and distribution models, rather than purely as a result of size considerations. In 2023, the Compensation Committee considered whether changes to the peer group were warranted, and concluded that no changes were necessary. The Company's Compensation Peer Group is as follows:

  20. Compensation Benchmarking

    | • | AFLAC Inc. | • | CNO Financial Group Inc. | • | Old Republic International Corp. | | • | American Financial Group Inc. | • | Erie Indemnity Company | • | Primerica, Inc. | | • | Assurant, Inc. | • | Fidelity National Financial, Inc. | • | Reinsurance Group of America, Inc. | | • | Cincinnati Financial Corp. | • | First American Financial Corp. | • | Unum Group | | • | CNA Financial Corp. | • | Lincoln National Corporation | • | W.R. Berkley Corp. |

  21. Compensation Benchmarking

    Because the Company has Co-CEOs, we benchmark their compensation against the average of the compensation provided to the peer CEO and that company's second-highest paid executive. This approach produces a benchmark that is typically 20% to 30% below the peer CEOs, depending on the component of pay examined. Since the Co-CEOs share the responsibility of leading the Company, we believe this method provides a fairer benchmark of competitive pay than a comparison of their pay to peer CEOs. It should be noted that some proxy advisory firms utilize comparison methodologies that combine the compensation of our two Co-CEOs when benchmarking against peer companies. Because we have Co-CEOs, we are required to annually report a total of six NEOs. To enable a fair comparison of our NEO compensation to that of our peers, we consider only the compensation of our top five NEOs (i.e., the Co-CEOs and three others). This approach avoids an inequitable result in which six of our officers are compared to five officers at our peers. The Committee's benchmarking also includes an analysis of the Company's performance versus its peers relative to the metrics utilized in the annual bonus plan and the performance share awards. The Committee also reviews relative realizable pay versus the relative TSR performance on a rolling three-year basis. Since the introduction of new SEC-required pay versus performance disclosures in 2023, the Committee has considered this new dimension of comparison as well.

  22. Elements of Compensation

    | Pay Element | Purpose | Form | Performance Element | | Base Salary | Attract and retain executive talent | Cash | Individual Performance Evaluation | | Annual Incentive | Motivate achievement of Company’s annual performance goals relative to growth and profit | Cash | Operating EPS Growth | | | | | Total Premium Growth | | Long-Term Incentive | Align with shareholders' interests, aid retention, and provide a focus on the long-term nature of the life insurance business | Performance Shares | 3-yr Growth of Book Value per Share, excl. AOCI, plus accumulated dividends and net operating income ROE | | | | Stock Options | Stock Price Appreciation | | | | Restricted Stock Units (RSUs) | |

  23. Elements of Compensation

    Annual Cash Bonuses Annual cash bonuses are a key component of our executive compensation program and are positioned as a percentage of salary between the 25th percentile and median relative to the Company's peers. In 2023, we operated using an annual Management Incentive Plan (MIP),2 under which annual cash bonuses were paid to the Co-CEOs and other NEOs. Under the MIP, the actual bonuses paid are developed using an annual incentive plan framework that determines an initial award, subject to adjustment by the Compensation Committee. For 2023, the Compensation Committee tied the annual incentive plan framework to two metrics, assigning equal weights to each: (i) operating EPS and (ii) total premium, subject to the Committee's discretion to further adjust the bonuses based upon consideration of subjective factors. The targets for operating EPS and total premium were determined based on projected growth over 2022 results (restated for long-duration targeted improvements accounting changes). The actual award determined under the incentive plan framework is contingent upon the attainment of threshold metrics and is subject to a maximum payout of 150% of the target bonus amount. Refer to APPENDIX A – Non-GAAP Reconciliations for definitions of non-GAAP measures utilized herein. 2 That plan utilized a “Plan within a Plan” approach in which the criteria set by the Compensation Committee stipulated the maximum bonus that could be paid to each NEO covered under the MIP. The criteria established by the Compensation Committee specify that a bonus pool equal to 2% of pre-tax net operating income will be established. For 2023, this pool was $25.3 million. Per the terms of the MIP, the bonus payable to each of the Co-CEOs cannot exceed 30% of the pool ($7.6 million for 2023) and the bonus paid to each of the other covered employees cannot exceed 10% of the pool ($2.5 million for 2023). Effective January 1, 2024, the "Plan within a Plan" approach was eliminated.

  24. Elements of Compensation

    | Name | Target Bonus as a % of Salary | Target Bonus Amount* ($) | Actual Bonus Paid ($) | | Frank M. Svoboda | 150% | 1,275,000 | 1,535,000 | | J. Matthew Darden | 150% | 1,275,000 | 1,535,000 | | Thomas P. Kalmbach | 65% | 338,000 | 405,000 | | Michael C. Majors | 65% | 321,750 | 380,000 | | R. Brian Mitchell | 50% | 247,500 | 300,000 | | Robert E. Hensley | 60% | 291,000 | 360,000 | | Total | | 3,748,250 | 4,515,000 |

  25. Elements of Compensation

    Long-Term Equity Incentives We award long-term incentive compensation to our executive management primarily in the form of performance shares and stock options. We also grant restricted stock units, with time-based vesting, which comprise the remaining 10% to 20% of total long-term incentive compensation. Subsidiary senior-level officers' long-term incentive compensation is primarily in the form of stock options. Subsidiary officers and key employees also receive restricted stock units with time-based vesting to align management and shareholder interests and provide an incentive vehicle that promotes retention.

  26. Elements of Compensation

    | Stock Options | • | Granted at market price | | | • | Granted to the executive management team and Company and Subsidiary senior-level officers | | | • | Options have a 7-year term, vesting 50% on 2nd-year anniversary of grant date and remaining 50% on 3rd-year anniversary | | Performance Shares | • | Performance-based vesting | | | • | Awards granted based on cumulative performance over a 3-year period | | | • | Granted only to members of the executive management team | | Restricted Stock Units | • | Time-based vesting | | | • | Granted to the executive management team, Company and subsidiary officers, and key employees | | | • | These awards generally vest after 3 years of continued employment |

  27. Elements of Compensation

    The incentive plan under which stock options, performance shares and restricted stock units were awarded in 2023 was the 2018 Plan (as defined herein). The purposes of the 2018 Plan are to promote the success and enhance the value of the Company by linking the personal interests of employees, officers and directors of the Company and its subsidiaries to our shareholders and to incentivize outstanding individual performance. The 2018 Plan authorizes the Compensation Committee to set the performance metrics and goals for performance share awards as well as the restrictions on restricted stock unit awards, if any, and their vesting periods. The Compensation Committee is charged with determining the type of stock options it awards or recommends, the time and conditions of exercise of options and the methods of acceptable payment to exercise stock options. All stock options are granted with exercise prices equal to the fair market value of the Company’s common stock, which is defined by the 2018 Plan as the NYSE market closing price on the grant date. The grant date for stock options, performance share awards, and restricted stock unit awards is the date of the Compensation Committee or Board meeting at which the Compensation Committee or the independent members of the Board review and determine the persons to receive restricted stock units, stock options and/or performance shares and the number of restricted stock units, stock options and performance shares awarded. For 2023, the Committee began the use of annual grants of restricted stock units with time-based vesting to replace some or all of the annual stock option grants to executive officers, subsidiary officers and key employees. These grants of restricted stock units serve to align management and shareholder interests and promote retention. Except for equity grants that may be made with respect to new hires, it is the long-standing practice of the Compensation Committee to grant stock options, performance shares, restricted stock, or restricted stock units to officers and key employees only one time per year at the Compensation Committee’s quarterly meeting in February, which occurs following the release of the prior year’s reported earnings.4 The Compensation Committee does not take material non-public information into account when determining the timing or the terms of such equity awards. The Company has not timed the release of material non-public information for the purpose of affecting the value of executive compensation. The awards made in 2023 were made using grant guidelines developed by the Committee, based in part on an analysis of peer grant practices, measured in terms of both the dollar value of the awards and the impact on share dilution. Based upon recommendations from the Co-CEOs, the Compensation Committee, as the administrator of the plan, determined the NEOs (other than the Co-CEOs), other officers and key employees (a total of 176 persons) who received non-qualified stock option grants, performance share awards and/or restricted stock unit awards on February 22, 2023. In making the 2023 grants, the Committee considered the Co-CEOs' recommendations for all persons other than themselves, individual performance and the Company's succession planning and retention needs. The Co-CEOs also granted restricted stock unit awards to four newly-hired employees on May 5, 2023 (two employees), June 5, 2023 (one employee), and June 26, 2023 (one employee), pursuant to authority granted by the Board to the Co-CEOs, as members of the Board, under Section 4.4(b) of the 2018 Plan. In a February 22, 2023 meeting, the independent members of the Board acted upon the recommendation from the Compensation Committee and awarded the Co-CEOs, J. Matthew Darden and Frank M. Svoboda, each 13,300 performance shares (at target); non-qualified options on 62,500 shares with an exercise price equal to the market closing price on that date and a term of seven years; and 3,370 restricted stock units with time-based vesting. 3 For reference, year-end 2022 book value per share, excluding AOCI, was $77.40. For purposes of determining the total performance shares awarded for a given year, the figure is adjusted to include accumulated dividends per share paid over the performance period. 4 Equity grants to the Co-CEOs are recommended by the Compensation Committee and approved by the independent members of the Board at its quarterly meeting in February each year. Stock Ownership/Retention Guidelines We have formal guidelines that require the following minimum stock ownership levels:

  28. Elements of Compensation

    The directors, Co-CEOs and other officers who are subject to the above-described stock ownership guidelines have a seven-year period from their initial election as a director or initial inclusion in the above-described categories of positions to meet the ownership guidelines. For such purposes, common shares deemed owned, either directly or indirectly, for reporting purposes pursuant to Section 16(a) of the Securities Exchange Act of 1934, junior subordinated debentures of the Company, shares held in unitized stock funds in the Company’s thrift/401(k) plan, time-vested restricted stock and restricted stock units are counted. Stock options and performance share awards are not counted toward attainment or continued satisfaction of the ownership guidelines. Until the minimum ownership level is attained, the director or officer may not sell any shares owned outright and the director or officer must retain at least fifty percent (50%) of “profit shares” (i.e., the net shares remaining after payment of the option exercise price and taxes owed at the time of an option exercise, earnout of performance shares, or vesting of restricted stock). Notwithstanding the foregoing, in exceptional circumstances, upon obtaining an advance and specifically-defined waiver of the guidelines from the Governance and Nominating Committee of the Board, additional profit shares may be sold. The determination regarding the director and officers' attainment of their minimum ownership levels shall be made annually based upon the greater of the then-current NYSE stock price or average market closing price of the Company's common stock over the preceding twelve (12) month period. Upon a director's or officer's attainment of their minimum ownership level, and contingent upon their continued retention of the number of shares required to meet such ownership level, the director or officer will not be required to acquire additional shares in the event of a decline in stock price or increase in annual salary or annual retainer. The director's or officer's minimum stock ownership level will not change unless there is a change in these guidelines or an officer is promoted to a position with a higher minimum ownership level. The Company has no formal stock retention policy for shares derived from stock options or other equity grants after the stock ownership guidelines have been met. The Company believes the decisions regarding when to exercise options and whether to retain stock should be each individual award recipient’s decision if that award recipient is in compliance with the stock ownership guidelines. Prohibition on Hedging and Pledging of Company Stock The Company's Insider Trading Policy prohibits directors, officers, and employees of the Company and its subsidiaries who are subject to Section 16 reporting requirements from purchasing financial instruments (such as prepaid variable contracts, equity swaps, collars, and exchange funds) or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of Company equity securities granted to any such director or officer by the Company or held, directly or indirectly, by the director or officer. The policy further provides that such individuals may not pledge, hypothecate, or otherwise encumber shares of Company securities as collateral for indebtedness. Retirement and Other Benefits The Company has chosen to provide certain retirement benefits, either broadly or to specific individuals, to attract and retain employees and executives by enabling retirement savings and planning, as shown in the following table:

  29. Termination of Employment and Change in Control

    Termination of Employment and Change in Control The Company and its subsidiaries do not enter into employment contracts, severance agreements, salary continuation agreements or severance plans with our NEOs that provide for post termination or change-in-control benefits. Potential payments and benefits are available in certain circumstances following termination of employment or a change-in-control under the terms of outstanding stock options, performance shares, and restricted stock units held by our NEOs. In addition, all of our NEOs are participants in the Company’s Supplemental Executive Retirement Plan (SERP) and certain NEOs have a Retirement Life Insurance Agreement with the Company. See the section of this Proxy Statement entitled Potential Payments Upon Termination or Change of Control for a full summary of the various payments and benefits available to our NEOs upon termination of their employment or upon a change-in-control.

  30. Tax and Accounting Implications of Compensation

    Tax and Accounting Implications of Compensation As one of the factors considered in performing its duties, the Compensation Committee evaluates the anticipated tax treatment to the Company and its subsidiaries, as well as to the executives, of various structures, payments, and benefits. The deductibility of some types of compensation depends upon the timing of an executive’s vesting or exercise of previously-granted rights. Deductibility may also be affected by interpretations of and changes in tax laws such as Section 162(m) of the Code, which generally provides that the Company may not deduct compensation of more than $1,000,000 paid to certain executives. Compensation paid pursuant to the MIP of the Company, as well as certain awards under the 2011 Plan, were intended to qualify as “performance-based compensation” which was exempt from the limits of Section 162(m). However, on December 22, 2017 the Tax Cuts and Jobs Act (tax legislation) was signed into law, generally eliminating the performance-based compensation exception under Section 162(m) with respect to compensation paid after December 31, 2017. The tax legislation provides that compensation paid after 2017 is grandfathered if the compensation is paid pursuant to a binding written agreement that was in effect on November 2, 2017. As a result, performance-based compensation arrangements entered into prior to November 2, 2017 continue to be considered performance-based compensation not subject to the limits of Section 162(m). Since 2018, new awards of performance-based bonuses and equity compensation have not been eligible for the performance-based exemption under Section 162(m). The Compensation Committee will not limit its decisions with respect to executive compensation to that which is deductible under Section 162(m) if the Compensation Committee determines that doing so is in the best interests of the Company. Because of the importance of linking pay and performance, we expect that annual bonus opportunities and certain equity awards will continue to impose performance conditions. Therefore, we do not anticipate that the changes to Section 162(m) will materially impact the design of our compensation program.

  31. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below summarizes various categories of compensation earned in 2023 by the persons who served as the Company’s Co-CEOs, its CFO and the three next most highly compensated executive officers of the Company. The six named executive officers had 2023 salaries and bonuses (as reflected in the Non-Equity Incentive Plan Compensation column or the Bonus column below) in the aggregate which represented 32.18% of their total compensation in 2023. None of the executive officers listed in the table has a written or unwritten employment agreement or arrangement with the Company or any of its subsidiaries.

  32. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1,2,3 ($) | Option Awards4 ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings5 ($) | All Other Compensation6 ($) | Total ($) | | Frank M. Svoboda* | 2023 | 850,000 | 0 | 2,008,568 | 2,015,625 | 1,535,000 | 733,218 | 63,660 | 7,206,071 | | Co-Chairman & Chief Executive Officer | 2022 | 650,000 | 0 | 1,135,530 | 1,432,600 | 535,000 | 0 | 32,036 | 3,785,166 | | | 2021 | 590,058 | 0 | 1,081,520 | 1,170,650 | 410,000 | 462,324 | 28,736 | 3,743,288 | | J. Matthew Darden* | 2023 | 850,000 | 0 | 2,008,568 | 2,015,625 | 1,535,000 | 399,676 | 52,027 | 6,860,896 | | Co-Chairman & Chief Executive Officer | 2022 | 650,000 | 0 | 1,135,530 | 1,432,600 | 535,000 | 0 | 26,586 | 3,779,716 | | | 2021 | 590,077 | 0 | 884,880 | 900,500 | 410,000 | 248,794 | 23,949 | 3,058,200 | | Thomas P. Kalmbach | 2023 | 520,000 | 0 | 804,873 | 809,475 | 405,000 | 251,152 | 31,747 | 2,822,247 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | | Michael C. Majors | 2023 | 495,000 | 0 | 781,980 | 786,900 | 380,000 | 749,141 | 16,199 | 3,209,220 | | Executive Vice President, Policy Acquisitions and Chief Strategy Officer | 2022 | 465,000 | 0 | 722,610 | 815,480 | 234,000 | 0 | 15,090 | 2,252,180 | | | 2021 | 445,038 | 0 | 688,240 | 666,370 | 245,000 | 297,698 | 11,743 | 2,354,089 | | R. Brian Mitchell | 2023 | 495,000 | 0 | 773,546 | 774,000 | 300,000 | 585,923 | 30,917 | 2,959,386 | | Executive Vice President, General Counsel and Chief Risk Officer | | | | | | | | | | | Robert E. Hensley | 2023 | 485,000 | 0 | 837,406 | 561,150 | 360,000 | 195,386 | 13,496 | 2,452,438 | | Executive Vice President and Chief Investments Officer | | | | | | | | | |

  33. SUMMARY COMPENSATION TABLE

    * Messrs. Darden and Svoboda were appointed Co-Chief Executive Officers effective January 1, 2023 and Co-Chairmen of the Board effective April 27, 2023. 1 Amounts shown in this column for 2023 represent the grant date fair value of awards of performance shares and restricted stock units, which are calculated in accordance with ASC 718, Compensation – Stock Compensation (ASC 718), using the NYSE market closing price on the grant date of such awards. The amounts included in this column for performance share awards were computed based on the probable outcome of the performance conditions as of the February 22, 2023 grant date, which were target levels on that date. The fair values of such performance shares at maximum levels of the grant date were for Svoboda ($3,205,034), Darden ($3,205,034), Kalmbach ($1,277,194), Majors ($1,253,096), Mitchell ($1,228,998), and Hensley ($1,108,508). 2 Amounts shown in this column for Svoboda, Darden, and Majors for 2022 are performance share awards valued based upon the probable outcome of the performance conditions as of the February 23, 2022 grant date, which were target levels on that date. The fair values of performance shares are calculated in accordance with ASC 718, Compensation – Stock Compensation (ASC 718), using the NYSE market closing price on the grant date of the performance share awards. The fair values of such performance shares at maximum levels of the grant date were for Svoboda ($1,703,295), Darden ($1,703,295), and Majors ($1,083,915). 3 Amounts shown in this column for Svoboda, Darden, and Majors for 2021 are performance share awards valued based upon the probable outcome of the performance conditions as of the February 24, 2021 grant date, which were target levels on that date. The fair values of performance shares are calculated in accordance with ASC 718, Compensation – Stock Compensation (ASC 718), using the NYSE market closing price on the grant date of the performance share awards. The fair values of such performance shares at maximum levels of the grant date were for Svoboda ($1,622,280), Darden ($1,327,320), and Majors ($1,032,360). 4 Assumptions used in calculating the aggregate grant date fair value in accordance with ASC 718 are set out in Note 1 to the Company’s audited financial statements contained in the Form 10-K for the fiscal year ended December 31, 2023. 5 Reflects the change in the actuarial estimate of potential future Pension Plan and SERP benefits, driven in large part by benchmark interest rates. None of the NEOs received any direct compensation related to the Pension Plan or SERP in 2021, 2022 or 2023, and no benefits will be paid until after retirement from the Company.

  34. SUMMARY COMPENSATION TABLE

    | Name | Year | Increase in Present Value Pension Plan ($) | Decrease in Present Value Pension Plan ($) | Increase in Present Value SERP ($) | Decrease in Present Value SERP ($) | | Frank M. Svoboda | 2023 | 265,005 | | 468,213 | | | | 2022 | | 300,214 | | 819,103 | | | 2021 | 106,189 | | 356,135 | | | J. Matthew Darden | 2023 | 107,677 | | 291,999 | | | | 2022 | | 148,544 | | 344,767 | | | 2021 | 63,659 | | 185,135 | | | Thomas P. Kalmbach | 2023 | 107,863 | | 143,289 | | | Michael C. Majors | 2023 | 267,792 | | 481,349 | | | | 2022 | | 408,053 | | 322,601 | | | 2021 | 82,715 | | 214,983 | | | R. Brian Mitchell | 2023 | 264,470 | | 321,453 | | | Robert E. Hensley | 2023 | 84,582 | | 110,804 | |

  35. SUMMARY COMPENSATION TABLE

    6 Includes Company matching contribution to each executive's 401(k) Plan account; excess premiums for additional life insurance for Svoboda, Kalmbach, Majors, Mitchell and Hensley; and the categories and quantified amounts (if required) of perquisites and personal benefits required to be reported by SEC Regulation S-K, Item 402 (c)(2)(ix) for executives.

  36. SUMMARY COMPENSATION TABLE

    | Name | Perquisites* ($) | 401(k) Match ($) | Excess Premiums for Additional Life Insurance ($) | Total ($) | | Frank M. Svoboda | 43,628 | 11,550 | 8,482 | 63,660 | | J. Matthew Darden | 40,477 | 11,550 | | 52,027 | | Thomas P. Kalmbach | 18,509 | 11,350 | 1,888 | 31,747 | | Michael C. Majors | | 11,500 | 4,699 | 16,199 | | R. Brian Mitchell | 14,700 | 11,550 | 4,667 | 30,917 | | Robert E. Hensley | | 11,052 | 2,444 | 13,496 |

  37. SUMMARY COMPENSATION TABLE

    | *For Mr. Svoboda, the amount listed reflects the aggregate incremental cost of personal use of corporate aircraft ($27,304) and Company-purchased tickets, country club dues, and a holiday charitable contribution. For Mr. Darden, the amount reflects the aggregate incremental cost of personal use of corporate aircraft and Company-purchased tickets, country club dues, and a holiday contribution. For Mr. Kalmbach, the amount reflects country club dues and fitness center dues. For Mr. Mitchell, the amount reflects country club dues. |

  38. SUMMARY COMPENSATION TABLE

    The Company occasionally allows executives the personal use of tickets for sporting and special events previously acquired by the Company for business entertainment purposes. For certain tickets acquired by the Company, there is no incremental cost to the Company for such use. For purposes of compensation disclosure, the value of personal use of Company aircraft is calculated using the actual variable costs incurred by the Company associated with such flights, including fuel, maintenance of the planes, "dead head" flights, pilot travel expenses, on-board catering, landing and parking fees, and other variable costs. Fixed costs, such as pilots' salaries, are not included since they do not change with usage.

  39. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  40. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units3 (#) | All Other Option Awards: Number of Securities Underlying Options4 (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards5 ($) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Frank M. Svoboda | Options | 2/22/2023 | | | | | | | | 62,500 | 120.49 | 2,015,625 | | | Performance Shares | 2/22/2023 | | | | 6,650 | 13,300 | 26,600 | | | | 1,602,517 | | | Restricted Stock Units | 2/22/2023 | | | | | | | 3,370 | | | 406,051 | | | Annual Cash | | 637,500 | 1,275,000 | 1,912,500 | | | | | | | | | J. Matthew Darden | Options | 2/22/2023 | | | | | | | | 62,500 | 120.49 | 2,015,625 | | | Performance Shares | 2/22/2023 | | | | 6,650 | 13,300 | 26,600 | | | | 1,602,517 | | | Restricted Stock Units | 2/22/2023 | | | | | | | 3,370 | | | 406,051 | | | Annual Cash | | 637,500 | 1,275,000 | 1,912,500 | | | | | | | | | Thomas P. Kalmbach | Options | 2/22/2023 | | | | | | | | 25,100 | 120.49 | 809,475 | | | Performance Shares | 2/22/2023 | | | | 2,650 | 5,300 | 10,600 | | | | 638,597 | | | Restricted Stock Units | 2/22/2023 | | | | | | | 1,380 | | | 166,276 | | | Annual Cash | | 169,000 | 338,000 | 507,000 | | | | | | | | | Michael C. Majors | Options | 2/22/2023 | | | | | | | | 24,400 | 120.49 | 786,900 | | | Performance Shares | 2/22/2023 | | | | 2,600 | 5,200 | 10,400 | | | | 626,548 | | | Restricted Stock Units | 2/22/2023 | | | | | | | 1,290 | | | 155,432 | | | Annual Cash | | 160,875 | 321,750 | 482,625 | | | | | | | | | R. Brian Mitchell | Options | 2/22/2023 | | | | | | | | 24,000 | 120.49 | 774,000 | | | Performance Shares | 2/22/2023 | | | | 2,550 | 5,100 | 10,200 | | | | 614,499 | | | Restricted Stock Units | 2/22/2023 | | | | | | | 1,320 | | | 159,047 | | | Annual Cash | | 123,750 | 247,500 | 371,250 | | | | | | | | | Robert E. Hensley | Options | 2/22/2023 | | | | | | | | 17,400 | 120.49 | 561,150 | | | Performance Shares | 2/22/2023 | | | | 2,300 | 4,600 | 9,200 | | | | 554,254 | | | Restricted Stock Units | 2/22/2023 | | | | | | | 2,350 | | | 283,152 | | | Annual Cash | | 145,500 | 291,000 | 436,500 | | | | | | | |

  41. 2023 GRANTS OF PLAN-BASED AWARDS

    1 Estimated future payouts under non-equity incentive plan awards are calculated pursuant to the Company’s annual bonus plan. This plan provides a single estimated bonus payout at the maximum level available to the participating executive if objectives are met, subject to the Compensation Committee’s discretion to reduce the amount pursuant to an incentive plan framework and subjective criteria as described in the Annual Cash Bonuses section of this Proxy Statement. On January 22, 2024, the Compensation Committee received certification of attainment of the bonus objectives for Messrs. Kalmbach, Majors, Mitchell and Hensley, who were paid the bonus shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table shortly thereafter. On February 28, 2024, the independent members of the Board approved the payment of the bonuses as shown in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table to Messrs. Svoboda and Darden, based upon receipt by the Compensation Committee on January 22, 2024 of the certification of attainment of their bonus objectives. 2 Performance shares awarded February 22, 2023, pursuant to the Company’s 2018 Plan, and to be issued upon vesting following completion of the three-year performance period commencing January 1, 2023 and ending December 31, 2025, and certification of attainment of specified targets for Book Value per Diluted Shares Outstanding and average net operating income ROE for the performance period. See Potential Payments upon Termination or Change-in-Control for additional details regarding vesting of performance shares upon termination of employment under certain circumstances or in connection with a change-in-control. 3 Restricted stock units (RSUs) awarded February 22, 2023 generally vest on the third anniversary of the grant date, based on continuous employment. See Potential Payments upon Termination or Change-in-Control for additional details regarding vesting of RSUs upon termination of employment under certain circumstances or in connection with a change-in-control. 4 Non-qualified stock options granted February 22, 2023 have a seven-year term and a grant price equal to the NYSE market closing price of Company common stock on the date awarded. All of the options granted on the above date vest as to 50% of the shares on the second anniversary of the grant date and as to the remaining 50% of the shares on the third anniversary of the grant date. See Potential Payments upon Termination or Change-in-Control for additional details regarding vesting of stock options upon termination of employment under certain circumstances or in connection with a change-in-control. 5 The values included in this column represent the grant date fair value of option awards, performance share awards and restricted stock unit awards, computed in accordance with ASC 718. The assumptions utilized for options are set out in Note 1 to the Company’s audited financial statements contained in the Form 10-K for the fiscal year ended December 31, 2023.

  42. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

  43. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023

    | | Option Awards | | | | | | | Stock Awards | | | | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | Frank M. Svoboda | 02/22/23 | | 62,500 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | | 65,000 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 32,500 | 32,500 | 1 | | 98.32 | 02/24/28 | | | | | | | | | | | | 02/26/20 | 65,000 | | | | 100.74 | 02/26/27 | | | | | | | | | | | | 02/28/19 | 65,000 | | | | 82.56 | 02/28/26 | | | | | | | | | | | | 02/26/18 | 65,000 | | | | 87.60 | 02/26/25 | | | | | | | | | | | | | | | | | | | 02/22/23 | 3,370 | 2 | 410,196 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 26,600 | 5 | 3,237,752 | 4 | | | | | | | | | | 02/23/22 | | | | | 11,000 | 6 | 1,338,920 | 4 | | | | | | | | | | 02/24/21 | 12,582 | 3 | 1,531,481 | 4 | | | | | | J. Matthew Darden | 02/22/23 | | 62,500 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | | 65,000 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 25,000 | 25,000 | 1 | | 98.32 | 02/24/28 | | | | | | | | | | | | 02/26/20 | 45,000 | | | | 100.74 | 02/26/27 | | | | | | | | | | | | 02/28/19 | 33,270 | | | | 82.56 | 02/28/26 | | | | | | | | | | | | 02/26/18 | 24,890 | | | | 87.60 | 02/26/25 | | | | | | | | | | | | | | | | | | | 02/22/23 | 3,370 | 2 | 410,196 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 26,600 | 5 | 3,237,752 | 4 | | | | | | | | | | 02/23/22 | | | | | 11,000 | 6 | 1,338,920 | 4 | | | | | | | | | | 02/24/21 | 10,295 | 3 | 1,253,107 | 4 | | | | | | Thomas P. Kalmbach | 02/22/23 | | 25,100 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | | 35,000 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 17,500 | 17,500 | 1 | | 98.32 | 02/24/28 | | | | | | | | | | | | 02/26/20 | 35,000 | | | | 100.74 | 02/26/27 | | | | | | | | | | | | | | | | | | | 02/22/23 | 1,380 | 2 | 167,974 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 10,600 | 5 | 1,290,232 | 4 | | | | | | | | | | 02/23/22 | | | | | 7,000 | 6 | 852,040 | 4 | | | | | | | | | | 02/24/21 | 7,435 | 3 | 904,988 | 4 | | | | |

  44. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 (continued)

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 (continued)

  45. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 (continued)

    | | Option Awards | | | | | | | Stock Awards | | | | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | Michael C. Majors | 02/22/23 | | 24,400 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | | 37,000 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 18,500 | 18,500 | 1 | | 98.32 | 02/24/28 | | | | | | | | | | | | 02/26/20 | 37,000 | | | | 100.74 | 02/26/27 | | | | | | | | | | | | | | | | | | | 02/22/23 | 1,290 | 2 | 157,019 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 10,400 | 5 | 1,265,888 | 4 | | | | | | | | | | 02/23/22 | | | | | 7,000 | 6 | 852,040 | 4 | | | | | | | | | | 02/24/21 | 8,007 | 3 | 974,612 | 4 | | | | | | R. Brian Mitchell | 02/22/23 | | 24,000 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | | 38,000 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 19,000 | 19,000 | 1 | | 98.32 | 02/24/28 | | | | | | | | | | | | 02/26/20 | 38,000 | | | | 100.74 | 02/26/27 | | | | | | | | | | | | 02/28/19 | 38,000 | | | | 82.56 | 02/28/26 | | | | | | | | | | | | | | | | | | | 02/22/23 | 1,320 | 2 | 160,670 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 10,200 | 5 | 1,241,544 | 4 | | | | | | | | | | 02/23/22 | | | | | 6,500 | 6 | 791,180 | 4 | | | | | | | | | | 02/24/21 | 7,435 | 3 | 904,988 | 4 | | | | | | Robert E. Hensley | 02/22/23 | | 17,400 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | | 33,000 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | | | | | | | | 02/22/23 | 2,350 | 2 | 286,042 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 9,200 | 5 | 1,119,824 | 4 | | | | | | | | | | 02/23/22 | | | | | 5,000 | 6 | 608,600 | 4 |

  46. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2023 (continued)

    1 Stock options vest at the rate of 50% on second and third anniversaries of grant date, with a seven-year term. 2 Restricted stock units are subject to cliff vesting and vest in full on the 3-year anniversary of the grant date; provided, that if a named executive officer has attained age 60 and retires prior to such date, the restricted stock units will vest upon such retirement at a rate of one-third per year. 3 Performance shares to be issued with respect to a three-year performance period commencing January 1, 2021 and ending December 31, 2023, based upon the degree of satisfaction of three performance criteria. Shares shown reflect actual performance attained during the period and will vest in 2024 upon certification of achievement of performance objectives by the Compensation Committee. 4 Calculated using 2023 year-end closing market price of $121.72 per share. 5 Performance shares to be issued when vested upon certification following the completion of a three-year performance period commencing January 1, 2023 and ending December 31, 2025, if at all, based upon the degree of satisfaction of two performance criteria. Number of shares reflects next higher performance level, target or maximum, projected at fiscal year-end 2023. 6 Performance shares to be issued when vested upon certification following the completion of a three-year performance period commencing January 1, 2022 and ending December 31, 2024, if at all, based upon the degree of satisfaction of three performance criteria. Number of shares reflects next higher performance level, target or maximum, projected at fiscal year-end 2023.

  47. OPTION EXERCISES AND STOCK VESTED

    OPTION EXERCISES AND STOCK VESTED

  48. PENSION BENEFITS AT DECEMBER 31, 2023

    PENSION BENEFITS AT DECEMBER 31, 2023 The table below shows the present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each such NEO under the Globe Life Inc. Pension Plan (Pension Plan) and the Globe Life Inc. Supplemental Executive Retirement Plan (SERP), formerly the Torchmark Corporation SERP, determined using interest rates and mortality rate assumptions consistent with those used in the Company’s financial statements. No benefits are payable under the SERP to persons retiring prior to age 55.

  49. PENSION BENEFITS AT DECEMBER 31, 2023

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit1 ($) | Payments During Last Fiscal Year ($) | | Frank M. Svoboda | Pension Plan | 20 | 1,629,723 | 0 | | | SERP | 20 | 4,200,355 | 0 | | J. Matthew Darden | Pension Plan | 9 | 451,365 | 0 | | | SERP | 9 | 1,179,115 | 0 | | Thomas P. Kalmbach | Pension Plan | 5 | 366,511 | 0 | | | SERP | 5 | 443,772 | 0 | | Michael C. Majors | Pension Plan | 29 | 1,758,730 | 0 | | | SERP | 29 | 2,378,184 | 0 | | R. Brian Mitchell | Pension Plan | 35 | 1,751,660 | 0 | | | SERP | 35 | 2,282,107 | 0 | | Robert E. Hensley | Pension Plan | 3 | 198,831 | 0 | | | SERP | 3 | 242,538 | 0 |

  50. PENSION BENEFITS AT DECEMBER 31, 2023

    1 Present value of accumulated benefits is calculated using the December 31, 2023 ASC 715 disclosure assumptions as follows: (a) discount rate of 5.40% for the Pension Plan benefits; (b) discount rate of 5.42% for the SERP benefits; (c) separate annuitant and non-annuitant tables for males and females based upon the Pri-2012 Mortality Table projected generationally from 2012 with Scale MP-2020; (d) the calculated present value at age 65 is discounted with interest only to the current age; and (e) no pre-retirement mortality or termination assumed prior to age 65. The Pension Plan is a non-contributory defined benefits pension plan which covers substantially all eligible employees at the Company and each of its subsidiaries except for American Income (which maintains a separate plan). Eligible employees must be 21 years of age or older and have one or more years of credited service. Benefits at age 65 under the Pension Plan will be determined based upon the calculation formulas applicable to employees of various participating employers prior to the January 1, 2004 merger of the pension plan of the Company and two pension plans of a subsidiary. The NEOs are subject to the Pension Plan formula, which determines benefits by multiplying the average of the participant’s earnings in the five consecutive years in which they were highest during the 10 years before the participant’s retirement by a percentage equal to 1% for each of the participant’s first 40 years of credited service plus 2% for each year of credited service after the participant’s 45th birthday and then reducing that result by a Social Security offset and by other benefits from certain other plans of affiliates. Benefits under the Pension Plan vest 100% at five years of credited service. Upon the participant’s retirement, Pension Plan benefits are payable as an annuity or certain portions thereof may be paid in a lump sum. If the participant retires at or after age 55 but before age 65, the amount of the accrued Pension Plan benefits is reduced to a designated percentage based on the participant's age at retirement. Messrs. Svoboda, Majors and Mitchell are eligible for early retirement benefits under the Pension Plan. Messrs. Darden, Hensley and Kalmbach are not eligible for early retirement benefits under the Pension Plan. It is not possible for a participant’s credited service under the Pension Plan to exceed his or her actual years of service with the Company and its subsidiaries. Laws limit to a fixed amount per year the benefits that a qualified plan such as the Pension Plan can pay (in 2023, $265,000). Benefits that are actually paid under the Pension Plan are also based upon the covered compensation of the participant as defined by the Code (in 2023, $330,000), not on actual final average earnings of the participant. After evaluation of the retirement benefits potentially payable to its executives relative to its peer companies, the Board of Directors, based upon a recommendation from the Compensation Committee, implemented a Supplemental Executive Retirement Plan, effective January 1, 2007. This non-qualified SERP is funded by a Rabbi trust and will pay a supplemental benefit to a participating executive upon retirement in the amount of that portion of the executive’s retirement benefit, calculated under the Pension Plan or a subsidiary’s pension plan using the formulas from Pension Plan, which cannot be paid from the Pension Plan or a subsidiary’s pension plan because of the IRS limits requiring the pension calculation to be based on a much lower covered compensation figure and the fixed amount annual limit on qualified pension plan benefits. Generally, no benefits will be paid out under the SERP unless the participant is 55 years old and has at least ten years of service with the Company and/or its subsidiaries. Participants meeting these requirements will receive benefits which range from 15% of the benefit that they would have ultimately received on retirement at age 65 if they choose to retire at age 55 to 98% of the benefit that they would have ultimately received on retirement at age 65 if they choose to retire at age 64. However, the Compensation Committee may on a case-by-case basis, in its discretion and upon the written request of the Co-CEOs, establish the early retirement reduction factors, the minimum age for benefit eligibility, the number of full or partial years for Vesting Service (as defined in the Pension Plan), and the attained age necessary to be eligible for a pre-retirement death benefit. Benefits will be paid in the form of an annuity selected by the participant. The Compensation Committee designated 21 executives of the Company and its subsidiaries, including each of the NEOs, to participate in the SERP on February 22, 2023.

  51. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The Company and its subsidiaries do not have employment contracts, severance agreements, salary continuation agreements or severance plans with the NEOs. Potential payments and benefits not generally available to all salaried employees may be made to the NEOs:

  52. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | • | upon termination of their employment, in connection with stock options issued under the Company’s various incentive plans; | | • | upon termination of employment, in connection with performance shares awarded under the 2018 Plan; | | • | upon termination of employment, in connection with restricted stock units awarded under the 2018 Plan; | | • | at age 65, in the form of an insurance policy under a Retirement Life Insurance Benefit Agreement; and | | • | upon termination of their employment in the executive’s chosen form of annuitized payment under the SERP. |

  53. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    Additionally, in the case of a change in control of the Company, stock options, performance shares and restricted stock units held by the NEOs would be subject to vesting and those executive officers would have potential payments as a result. For purposes of the following disclosures, the assumptions used in making the calculations are:

  54. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    | • | the triggering event (termination of employment, retirement, or change-in-control) occurred on December 31, 2023; | | • | the per share price of Company stock is $121.72, which was the closing price of the stock on December 31, 2023; | | • | the ages of the NEOs as of December 31, 2023 were Frank M. Svoboda (age 62), J. Matthew Darden (age 52); Thomas P. Kalmbach (age 59); Michael C. Majors (age 61); R. Brian Mitchell (age 60); and Robert E. Hensley (age 56); and | | • | the NEOs’ salaries and non-equity incentive plan compensation are what is reflected for them in the Summary Compensation Table. |

  55. Stock Options and Termination of Employment

    Stock Options and Termination of Employment The Company's currently outstanding stock options provide that the options may be exercised for a period of time after termination of employment, that varies with the circumstances of the termination, or upon disability or death:

  56. Stock Options and Termination of Employment

    | Voluntary Termination1 | Involuntary Termination without Cause1 | Termination for Cause2 | Early Retirement at or after age 55 but before age 60 | Retirement at or after age 60 but before age 65 | Normal Retirement at or after age 65 | Disability | Death | | one month after termination of employment or expiration of stated option term, whichever is shorter | three months after termination of employment or expiration of stated option term, whichever is shorter | all outstanding options forfeited upon termination of employment | three years from retirement date or expiration of stated option term, whichever is shorter | five years from retirement date or expiration of stated option term, whichever is shorter | remaining balance of option term, and all options remaining unvested vest in full on retirement date | remaining balance of option term, and all options remaining unvested immediately vest in full | remaining balance of option term or one year from date of death, whichever is longer, and all options remaining unvested at date of death immediately vest in full |

  57. Stock Options and Termination of Employment

    1Under Age 55 2“Cause” is defined by the 2011 Plan and the 2018 Plan to have the meaning assigned to such term in the employment, severance or similar agreement, if any, between the participant and the Company or a subsidiary. If there is no such agreement and if the grant agreement does not define that term (as is the case in all awards currently outstanding under such Plans), “cause” means any of the following acts by the plan participant, as determined by the Compensation Committee or the Board: gross neglect of duty, prolonged absence from duty without the consent of the Company, intentionally engaging in any activity in conflict with, or adverse to, the business or other interests of the Company, or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. Stock options awarded to executives age 54 and above on the grant date generally contain provisions requiring the executive to have held the option for one year following the grant date to be able to exercise after termination of employment, except in the case of disability or death.

  58. Performance Shares and Termination of Employment

    Performance Shares and Termination of Employment The Company’s currently outstanding performance share awards provide that if the executive’s employment terminates during the three-year performance measurement period because of death or disability, the executive is deemed to have earned the target award without the application of any performance multiplier. Performance share awards provide for the payment of a prorated target level award upon confirmation of attainment of the performance objectives in the case of the executive’s early retirement based upon age at early retirement (Age 60 - 10% of target award, Age 61 - 20% of target award, Age 62 - 40% of target award, Age 63 - 60% of target award, and Age 64 - 80% of target award). Currently, performance share awards contain non-competition, non-solicitation and confidentiality provisions applicable upon the award recipient's separation from employment for any reason for a two-year period from the date of separation, or in the event of termination due to early retirement or normal retirement, during the remaining vesting period prior to the vesting date, whichever is longer.

  59. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following information is intended to show the relationship between the executive compensation actually paid by our Company and our financial performance.

  60. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO-11 ($) | Summary Compensation Table Total for PEO-21 ($) | Compensation Actually Paid to PEO-12 ($) | Compensation Actually Paid to PEO-22 ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers2,3 ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers2,3 ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in 000s) ($)6 | Operating EPS ($)6 | | | | | | | | | Total Shareholder Return ($)4 | Peer Group Total Shareholder Return ($)4,5 | | | | 2023 | 7,206,071 | 6,860,896 | 5,959,091 | 6,043,409 | 2,860,823 | 2,177,294 | 170 | 176 | 970,755 | 10.65 | | 2022 | 8,905,419 | 8,871,217 | 19,165,333 | 19,247,538 | 3,081,295 | 6,745,194 | 167 | 168 | 894,386 | 9.71 | | 2021 | 8,353,754 | 8,323,666 | 6,084,819 | 6,060,050 | 2,906,877 | 2,237,094 | 129 | 152 | 1,031,114 | 9.63 | | 2020 | 9,158,910 | 8,443,364 | 2,393,755 | 2,405,315 | 3,315,803 | 1,441,879 | 130 | 112 | 731,773 | 6.88 | | 2019 | 8,342,279 | 8,337,263 | 23,790,020 | 23,757,342 | 3,119,663 | 6,932,031 | 142 | 123 | 760,790 | 6.75 |

  61. PAY VERSUS PERFORMANCE

    1 Amounts shown are reported in the Summary Compensation Table (SCT) for the Principal Executive Officers (PEOs), Frank M. Svoboda (PEO-1) and J. Matthew Darden (PEO-2). Effective January 1, 2023, Messrs. Svoboda and Darden succeeded Gary L. Coleman and Larry M. Hutchinson as the Company's Co-CEOs and were designated as the PEOs for 2023. Messrs. Coleman and Hutchison were designated as PEO-1 and PEO-2 for the years 2019 through 2022. 2 Amounts shown represent compensation actually paid (CAP) and include adjustments for changes in the fair value of performance share awards, stock option awards and restricted stock unit awards, as well as adjustments for the aggregate change in the actuarial present value of accumulated benefits and actuarially-determined service costs for services rendered under all defined benefit and actuarial pension plans reported in the SCT for Messrs. Svoboda (PEO-1) and Darden (PEO-2) for 2023; for Messrs. Coleman (PEO-1) and Hutchinson (PEO-2) for 2019 to 2022; and for the average of the Non-PEO Named Executive Officers (NEOs): Thomas P. Kalmbach, R. Brian Mitchell, Robert E. Hensley, and Michael C. Majors for 2023; Messrs. Svoboda, Darden, Majors, and Steven K. Greer for 2021 and 2022; and Messrs. Svoboda, Darden, Greer, and W. Michael Pressley for 2019 and 2020. To calculate CAP, the following amounts were deducted or added to the SCT Total:

  62. PAY VERSUS PERFORMANCE

    | PEO-1 | | | | | | | | | Year | SCT Total | Equity Award-related Additions (Deductions) to CAP | | | Pension-related Additions (Deductions) to CAP | | CAP | | | | Adjustment for the Fair Value of Equity Awards as of Year-End | Adjustment for the Change in the Fair Value of the Prior Years' Awards, Unvested as of Year-End | Adjustment for the Change in the Fair Value of the Prior Years' Awards that Vested during the Year | Adjustment for the Aggregate Change in the Present Value of the Accumulated Benefit under the Pension Plans | Adjustment for the Service Cost | | | 2023 | 7,206,071 | 504 | (487,847) | (216,287) | (733,218) | 189,868 | 5,959,091 | | 2022 | 8,905,419 | 3,119,560 | 6,499,470 | 692,092 | — | (51,208) | 19,165,333 | | 2021 | 8,353,754 | (321,200) | (1,700,782) | (309,130) | — | 62,177 | 6,084,819 | | 2020 | 9,158,910 | (154,340) | (4,084,180) | (654,480) | (1,939,280) | 67,125 | 2,393,755 | | 2019 | 8,342,279 | 3,086,150 | 11,905,345 | 1,110,430 | (717,872) | 63,688 | 23,790,020 |

  63. PAY VERSUS PERFORMANCE

    | PEO-2 | | | | | | | | | Year | SCT Total | Equity Award-related Additions (Deductions) to CAP | | | Pension-related Additions (Deductions) to CAP | | CAP | | | | Adjustment for the Fair Value of Equity Awards as of Year-End | Adjustment for the Change in the Fair Value of the Prior Years' Awards, Unvested as of Year-End | Adjustment for the Change in the Fair Value of the Prior Years' Awards that Vested during the Year | Adjustment for the Aggregate Change in the Present Value of the Accumulated Benefit under the Pension Plans | Adjustment for the Service Cost | | | 2023 | 6,860,896 | 504 | (433,019) | (153,923) | (399,676) | 168,627 | 6,043,409 | | 2022 | 8,871,217 | 3,119,560 | 6,499,470 | 692,092 | — | 65,199 | 19,247,538 | | 2021 | 8,323,666 | (321,200) | (1,700,782) | (309,130) | — | 67,496 | 6,060,050 | | 2020 | 8,443,364 | (154,340) | (4,084,180) | (654,480) | (1,210,731) | 65,682 | 2,405,315 | | 2019 | 8,337,263 | 3,086,150 | 11,905,345 | 1,110,430 | (745,486) | 63,640 | 23,757,342 |

  64. PAY VERSUS PERFORMANCE

    | Average Non-PEO NEOs | | | | | | | | | Year | SCT Total | Equity Award-related Additions (Deductions) to CAP | | | Pension-related Additions (Deductions) to CAP | | CAP | | | | Adjustment for the Fair Value of Equity Awards as of Year-End | Adjustment for the Change in the Fair Value of the Prior Years' Awards, Unvested as of Year-End | Adjustment for the Change in the Fair Value of the Prior Years' Awards that Vested during the Year | Adjustment for the Aggregate Change in the Present Value of the Accumulated Benefit under the Pension Plans | Adjustment for the Service Cost | | | 2023 | 2,860,823 | 889 | (241,319) | (90,722) | (445,400) | 93,023 | 2,177,294 | | 2022 | 3,081,295 | 1,102,060 | 2,083,150 | 242,997 | — | 235,692 | 6,745,194 | | 2021 | 2,906,877 | (98,330) | (420,168) | (103,374) | (289,742) | 241,831 | 2,237,094 | | 2020 | 3,315,803 | (45,053) | (1,106,602) | (192,601) | (737,316) | 207,648 | 1,441,879 | | 2019 | 3,119,663 | 949,864 | 2,946,444 | 448,501 | (693,092) | 160,651 | 6,932,031 |

  65. PAY VERSUS PERFORMANCE

    3 Amounts shown represent the total average reported in the Summary Compensation Table for the Non-PEO NEOs. The Company’s Non-PEO NEOs for 2023 were Thomas P. Kalmbach, R. Brian Mitchell, Robert E. Hensley, and Michael C. Majors. For 2021 and 2022, the Non-PEO NEOs were Messrs. Svoboda, Darden, Majors and Steven K. Greer. Finally, the Non-PEO NEOs for 2019 and 2020 were Messrs. Svoboda, Darden, Greer, and W. Michael Pressley. 4 Calculated based on $100 invested as of market close on December 31, 2018, including the reinvestment of dividends, for each fiscal year. 5 The Company’s peer group consists of the Standard & Poor’s (S&P) Life and Health Insurance Index and is set forth in Part II, Item 5 of the Form 10-K for the fiscal year ended December 31, 2023. 6 As a result of the adoption of ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, net income and operating EPS for 2021 and 2022 have been retrospectively adjusted as of January 1, 2021. The Company implemented the standard on January 1, 2023. Refer to the 2023 Form 10-K for additional information. The charts below reflect the compensation actually paid (CAP) for each of the Company’s PEOs and the average CAP for the Non-PEO NEOs, respectively, and their relation to the Company’s Total Shareholder Return (TSR) over the referenced years, along with the Company’s TSR versus our peer group’s TSR. In summary, the Company’s compensation actually paid (CAP) fluctuates largely with its performance in several key metrics, notably TSR. This is primarily a result of the equity-based portion of the individuals’ compensation being dependent on share price. As such, we would expect CAP to vary with changes in share price. In 2019, CAP increased significantly when compared to compensation presented in the SCT, largely as a result of a 42% increase in TSR, thus increasing the fair value of equity-based awards for those periods. The reason for the increase in CAP from 2020 to 2021, despite a lack of corresponding increase in TSR over such period, is due to the COVID-19 pandemic and the resulting fluctuations in the fair value of the equity-based compensation of our NEOs. As a result of the pandemic, the stock market dropped significantly, with the Company’s stock declining in value approximately 10% over the course of 2020 before staying largely flat through 2021. In addition to the impact the decreased share price had on CAP, the pandemic resulted in lower net income for the Company given its primary focus on providing mortality-based insurance products. As a result of the pandemic, the Company incurred approximately $60 million of additional life insurance losses in 2020, $140 million in 2021, and $49 million in 2022, which impacted the performance objectives underlying equity awards issued prior to March of 2020 and the non-equity incentive compensation for 2020. This, however, primarily only impacted CAP in 2020, as compared to subsequent years in which the Compensation Committee adjusted the performance objectives on new awards to exclude the effect of COVID-19 related life claims due to the inherent difficulty in reasonably estimating such life claims, and in order to avoid an inequitable result of the pandemic impacting the awards. The impact of this exclusion, along with a 30% increase in TSR for the year, resulted in a significant increase in CAP for 2022. With TSR staying relatively flat in 2023, the resulting CAP figure came in-line with compensation reported on the SCT. This was to be anticipated, as we would not expect the year-end valuations to change significantly during a period with little to no change in TSR due to the significance share price has in the underlying calculation of fair value. The charts below reflect CAP for each of the Company's PEOs and the average CAP for the non-PEO NEOs, respectively, and their relation to net income as well as the Company’s selected measure, operating EPS. Refer to APPENDIX A – Non-GAAP Reconciliations for definitions of non-GAAP measures utilized herein. In 2019, CAP to the PEOs and non-PEO NEOs increased significantly when compared to the figure provided in the SCT, primarily a result of changes in the Company's reported net income and operating EPS. Net income increased 8% and operating EPS increased 10% in 2019, thus increasing the value of the share-based awards for that year. As previously noted, this was to be anticipated given the significance net operating income, a key component of net income and operating EPS, has in determining management compensation on an annual basis. In 2020, CAP decreased when compared to the SCT total, primarily a result of declining net income. The decline in net income was a result of the impact of COVID-19 as discussed above. In 2021 and 2022, as a result of the adoption of ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (LDTI), net income and operating EPS have been retrospectively restated, thus affecting the comparability of prior periods. Additional information regarding the impacts of the adoption is contained in the Company's Form 10-K. Using current figures, CAP as a percent of the SCT total increased significantly in 2021 and 2022, when compared to 2020, which is in-line with the increases seen in net income and operating EPS over these periods. In 2023, CAP remained in-line with the figure provided on the SCT, despite the increased operating EPS and net income during 2023 since CAP is more impacted by changes in share price, which remained relatively unchanged. The three items listed below represent the most important non-GAAP financial measures utilized to link the executive compensation actually paid (to all of its NEOs) to Company performance during the most recently completed fiscal year. Our reasoning for these measures is further discussed in the Compensation Philosophy sub-section of the Compensation Discussion and Analysis section of this Proxy Statement. Refer to APPENDIX A – Non-GAAP Reconciliations for definitions of non-GAAP measures utilized herein.

  66. PAY VERSUS PERFORMANCE

    | Book Value Per Share, excluding AOCI* | | Total Premium | | Net Operating Income ROE | | *For purposes of determining the total performance shares awarded for a given year, the figure is adjusted to include accumulated dividends per share paid over the performance period. |

  67. CEO PAY RATIO

    CEO PAY RATIO The Pay Ratio Disclosure Rule, codified in Item 402(u) of Regulation S-K and adopted pursuant to Section 953(b) of the Dodd-Frank Act, requires the Company to calculate and disclose the ratio of the annual total compensation of its CEO to the median of the annual total compensation of its employees. For 2023, our last completed fiscal year: •The annual total compensation of the Company's Co-CEO5 was $7,219,409, consisting of the total compensation reported for him in the Summary Compensation Table included in this Proxy Statement plus non-cash compensation in the form of Company-paid healthcare benefits; and •The median of the annual total compensation of all employees of the Company (other than the Co-CEOs) was $61,022. Based on this information, for 2023, the ratio of the annual total compensation of the Company's Co-CEO to the median of the annual total compensation of all employees was 118 to 1.6 The Company believes, however, that since companies may employ different methodologies and assumptions to determine such a ratio, this pay ratio should not be relied upon for comparison purposes with the Company's peers. To identify the Company's employee population and its "median" employee and to determine the annual total compensation of the Company's Co-CEO and its "median employee," the following methodology was utilized: Identification of Employee Population •We selected October 1, 2023 as the determination date for purposes of identifying the employee population from which the "median employee" was identified. The employee population on that date consisted of 3,589 employees, which included all of the full-time, part-time and temporary employees of the Company and its consolidated subsidiaries.7 Identification of Median Employee •To identify our "median employee," we utilized existing payroll records to determine the total cash compensation of our employees over the period from January 1, 2023 through September 30, 2023. This compensation measure, which was believed to reasonably reflect the annual compensation of our employees, was consistently applied to all employees in the employee population.8 Use of a partial-year measurement period, as opposed to the full 2023 fiscal year, was also believed to reasonably reflect the annual compensation of our employees. •No cost-of-living adjustments were made in identifying the "median employee." 5 Because the Company operated with Co-CEOs during 2023, the annual total compensation of Co-CEO Frank M. Svoboda ("the Company's Co-CEO"), which was higher than that of Co-CEO J. Matthew Darden, was utilized for purposes of calculating the CEO pay ratio. 6 Using the annual total compensation of Mr. Darden, the other Co-CEO, for calculation purposes would have resulted in a ratio of 113 to 1. 7 Six Canadian employees were excluded from the employee population under the de minimis exemption. Independent contractors were likewise excluded from the employee population. The Company, which utilizes various widely recognized tests, including standards set forth by the U.S. Department of Labor under the Fair Labor Standards Act, guidance from the IRS, as well as common law, to determine whether its workers are employees, applied the same criteria for purposes of the pay ratio rule. Another basis for exclusion from the employee population consisted of workers whose compensation was determined by an unaffiliated third party but who provided services to the Company or its consolidated subsidiaries as independent contractors, in accordance with Item 402(u)(3) of Reg. S-K. 8 With respect to 577 permanent employees who were employed for less than the full nine-month measurement period, their total cash compensation was credited to include the portion of the measurement period they were not employed. No full-time equivalent adjustments were made. •Ranking all of the employees in the employee population, based on total cash compensation, enabled us to identify the Company's median employee. Calculation of Annual Total Compensation and CEO Pay Ratio •To determine the annual total compensation of the Company's Co-CEO, we used the total compensation amount ($7,206,071) reflected in the 2023 Summary Compensation Table included in this Proxy Statement, then added non-cash compensation consisting of Company-paid healthcare benefits.9 •We then combined all of the elements of the “median employee’s” compensation for 2023, in accordance with requirements of Item 402(c)(2)(x) of Regulation S-K, and added non-cash compensation consisting of Company-paid healthcare benefits,10 in order to arrive at the “median employee’s” annual total compensation amount ($61,022). •Finally, we calculated the ratio of the annual total compensation paid to the Company's Co-CEO to that of the median employee based upon these results. The resulting CEO pay ratio is a reasonable estimate calculated in a manner consistent with 402(u) of Regulation S-K. 9 Company-paid healthcare benefits, totaling $13,338, were included in the calculation of the annual total compensation of the Company's Co-CEO for 2023. 10 Company-paid healthcare benefits, totaling $6,084, were included in the calculation of the median employee's annual total compensation for 2023.

  68. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION The table below summarizes the compensation paid by the Company to non-employee directors during the fiscal year ended December 31, 2023.

  69. 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards1 ($) | Option Awards2 ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Linda L. Addison | 45,000 | 270,034 | 0 | 0 | 0 | 0 | 315,034 | | Marilyn A. Alexander | 106,667 | 170,057 | 0 | 0 | 0 | 0 | 276,724 | | Cheryl D. Alston | 100,000 | 170,057 | 0 | 0 | 0 | 0 | 270,057 | | Mark A. Blinn | 104,167 | 170,057 | 0 | 0 | 0 | 0 | 274,224 | | James P. Brannen | 113,333 | 170,057 | 0 | 0 | 0 | 0 | 283,390 | | Jane Buchan | 125,000 | 170,057 | 0 | 0 | 0 | 0 | 295,057 | | Alice S. Cho | 96,250 | 145,502 | 0 | 0 | 0 | 0 | 241,752 | | Robert W. Ingram3 | 0 | 90,051 | 0 | 0 | 0 | 0 | 90,051 | | Steven P. Johnson | 120,000 | 170,057 | 0 | 0 | 0 | 0 | 290,057 | | Darren M. Rebelez3 | 33,333 | 56,686 | 0 | 0 | 0 | 0 | 90,019 | | David A. Rodriguez | 85,556 | 145,480 | 0 | 0 | 0 | 0 | 231,036 | | Mary E. Thigpen | 127,500 | 170,057 | 0 | 0 | 0 | 0 | 297,557 |

  70. 2023 DIRECTOR COMPENSATION

    1 The amounts presented in this column are computed in accordance with ASC 718 and represent the grant date fair values for 1,422 shares of restricted stock awarded to each of Mses. Alexander, Alston, and Thigpen and Messrs. Blinn and Johnson on January 3, 2023; 2,258 restricted stock units (RSUs) awarded to Ms. Addison, 1,422 RSUs awarded to each of Ms. Buchan and Mr. Brannen, 753 RSUs awarded to Mr. Ingram, and 474 RSUs awarded to Mr. Rebelez on January 3, 2023; 1,205 RSUs awarded to Mr. Rodriguez on March 6, 2023; and 1,352 RSUs awarded to Ms. Cho on March 15, 2023. 2 Aggregate outstanding option awards at fiscal year end 2023 are as follows: for Ms. Alston, 14,017 shares; and for Ms. Buchan, 18,100 shares. For Mses. Addison, Alexander, Cho and Thigpen, and Messrs. Blinn, Brannen, Ingram, Johnson, Rebelez, and Rodriguez, 0 shares. 3 Messrs. Ingram and Rebelez retired from the Board on April 27, 2023.

  71. DIRECTOR COMPENSATION PHILOSOPHY

    DIRECTOR COMPENSATION PHILOSOPHY The Company seeks to compensate its non-management directors by paying market-based compensation designed to attract the desired caliber of directors to the Board and to align those directors’ interests with shareholders' interests, focusing on results and the long-term by emphasizing equity compensation in the form of restricted stock, restricted stock units, and stock options.