DEF 14A of Globe Life Inc., Mar 18, 2025

DEF 14A of Globe Life Inc.

Filed Mar 18, 2025 · FY20240000320335-25-000022

Open on EDGAR

  1. TABLE OF CONTENTS

    | 54 | EXECUTIVE COMPENSATION | | 54 | Summary Compensation Table | | 56 | 2024 Grants of Plan-Based Awards | | 57 | Outstanding Equity Awards at Fiscal Year-End 2024 | | 59 | Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2024 | | 60 | Pension Benefits at December 31, 2024 | | 61 | Potential Payments upon Termination or Change in Control | | 62 | Treatment of Equity upon Termination of Employment (Non-Change in Control) | | 63 | Retirement Life Insurance Agreements | | 64 | Supplemental Executive Retirement Plan | | 64 | Death Benefit Only Plan | | 64 | Treatment of Equity upon Change in Control | | 65 | Pay Versus Performance | | 69 | Stock Option Award Disclosure | | 70 | CEO Pay Ratio | | 71 | DIRECTOR COMPENSATION PHILOSOPHY | | 71 | PAYMENTS TO DIRECTORS | | 72 | 2024 DIRECTOR COMPENSATION | | 72 | RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS | | 73 | DELINQUENT SECTION 16(a) REPORTS | | 73 | STOCK OWNERSHIP | | 74 | PRINCIPAL SHAREHOLDERS | | 74 | PROPOSAL NUMBER 3 – Approval of Auditors | | 75 | AUDIT COMMITTEE REPORT | | 76 | PRINCIPAL ACCOUNTING FIRM FEES | | 76 | PRE-APPROVAL POLICY FOR ACCOUNTING FEES | | 77 | PROCEDURAL MATTERS | | 77 | Solicitation of Proxies | | 77 | Record Date, Voting Stock and Quorum | | 78 | Required Vote on Proposals | | 79 | MISCELLANEOUS INFORMATION | | 79 | Shareholder Proposals and Director Nominations for our 2026 Annual Meeting | | 79 | General | | A-1 | APPENDIX A – NON-GAAP RECONCILIATION | | NOTE: The Company cautions you that this Proxy Statement may contain forward-looking statements within the meaning of the federal securities law. These prospective statements reflect management's current expectations, but are not guarantees of future performance. Accordingly, please refer to the Company's cautionary statement regarding forward-looking statements and the business environment in which the Company operates, contained in the Company's Form 10-K for the period ended December 31, 2024, found on file with the Securities and Exchange Commission. The Company specifically disclaims any obligation to update or revise any forward-looking statement because of new information, future developments, or otherwise. | |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | Name and Principal Occupation | Age | Director Since | Independent | Board Committee | | | | Matthew J. Adams Retired Senior Partner and U.S. Insurance Practice Leader, PwC LLP | 61 | February 2025 | ☑ | | Audit | | | Linda L. Addison Past Managing Partner, Norton Rose Fulbright US LLP | 73 | February 2018 | ☑ | | Governance and Nominating | | | Marilyn A. Alexander Principal, Alexander & Friedman | 73 | February 2013 | ☑ | | Compensation | | | Cheryl D. Alston Executive Director and Chief Investment Officer, ERF | 58 | February 2018 | ☑ | | Compensation (Chair) | | | Mark A. Blinn Former President and CEO, Flowserve Corporation | 63 | November 2021 | ☑ | | Compensation | | | James P. Brannen Retired Chief Executive Officer, FBL Financial Group, Inc. | 62 | November 2021 | ☑ | | Governance and Nominating (Chair) | | | Alice S. Cho Senior Advisor, Boston Consulting Group | 58 | February 2023 | ☑ | | Audit | | | J. Matthew Darden Co-Chairman and Chief Executive Officer of the Company | 54 | April 2023 | | | | | | Philip M. Jacobs Retired Principal, U.S. Insurance Tax Sector Leader, KPMG US | 64 | February 2025 | ☑ | | Audit | | | David A. Rodriguez Retired Global Chief HR Officer, Marriott International | 66 | February 2023 | ☑ | | Governance and Nominating | | | Frank M. Svoboda Co-Chairman and Chief Executive Officer of the Company | 63 | April 2023 | | | | | | Mary E. Thigpen Self-employed Consultant | 65 | February 2018 | ☑ | | Audit (Chair) |

  4. Director Nominees Snapshot*

    Director Nominees Snapshot*

  5. Director Nominees Snapshot*

    | | | | 42% | 25% | | Gender Diversity | Racial/Ethnic Diversity |

  6. Director Nominees Snapshot*

    | | | | | 83% | 64 | 4 | | Independence | Average Age | Average Tenure (years) | | | | *As of March 18, 2025 |

  7. Director Nominees Snapshot*

    | Board Refreshment |

  8. Director Nominees Snapshot*

    Since 2021, the Board has appointed eight new directors, 75% of whom are independent.

  9. Director Nominees Snapshot*

    | Mark A. Blinn | | | | J. Matthew Darden | | | | | James P. Brannen | | | | Frank M. Svoboda | | | | | 2021 | | 2022 | 2023 | | 2024 | 2025 | | | | Alice S. Cho | | | | | | Matthew J. Adams | | | David A. Rodriguez | | | | | | Philip M. Jacobs |

  10. Election of Directors

    Election of Directors Twelve of our current directors are standing for re-election. The Board of Directors proposes the election of Matthew J. Adams, Linda L. Addison, Marilyn A. Alexander, Cheryl D. Alston, Mark A. Blinn, James P. Brannen, Alice S. Cho, J. Matthew Darden, Philip M. Jacobs, 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 2026, and until his or her successor is elected and qualified. Upon their re-nomination as directors, all such directors tendered an irrevocable contingent resignation letter pursuant to the Company’s Director Resignation Policy. Steven P. Johnson will retire from the Board, with more than eight years of Board service, at the Annual Meeting of Shareholders on April 24, 2025. The Board-adopted Retirement Age and Tenure Policy provides that outside directors will retire at the Annual Meeting of Shareholders immediately following the earlier of their 74th birthday or their completion of 18 years of service on the Board, and inside directors will retire at the Annual Meeting of Shareholders immediately following their 70th birthday. In early 2024, in light of the anticipated retirement of four directors over the 2024-2026 period, in accordance with such policy, and in order to ensure that the Board is appropriately constituted and continues to function effectively, the Board began discussing the potential need to add one or more new members. Pursuant to such discussions, which occurred as part of the regular succession planning process, the Governance and Nominating Committee initiated a search for prospective board candidates, with a preference for individuals meeting certain Board-specified criteria intended to add needed skills and expertise to the Board. After a thorough and inclusive search, candidate evaluations and interviews, the Board determined that Matthew J. Adams and Philip M. Jacobs would best fit the current needs of the Board. As the retired U.S. Insurance Practice Leader and Senior Lead Account Partner for PriceWaterhouseCoopers (Mr. Adams) and a retired Principal in KPMG's Financial Services Tax Practice and the Insurance Tax Sector Leader (Mr. Jacobs), respectively, Messrs. Adams and Jacobs bring to the Board highly-valued accounting and financial expertise in the financial services industry, including the life insurance sector. 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 April 25, 2024, the number of directors was set at 11 persons. On February 26, 2025, the Board determined to increase the number of directors to 13 persons, to accommodate the appointments of Messrs. Adams and Jacobs on such date. At that time, the Board further decided to reduce the number of directors from 13 to 12 persons effective immediately upon the retirement of Steven P. Johnson, as discussed above. Proxies cannot be voted for a greater number of persons than the number of nominees named. 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.

  11. Election of Directors

    | Proposal | ELECTION OF DIRECTORS Election of twelve (12) directors, each to serve a one-year term expiring at the close of the 2026 Annual Meeting of Shareholders | | 1 | Election of twelve (12) directors, each to serve a one-year term expiring at the close of the 2026 Annual Meeting of Shareholders | | ☑ | The Board recommends that shareholders vote “FOR” the proposal. |

  12. Director Nominee Profiles

    Director Nominee Profiles

  13. Director Nominee Profiles

    | | Matthew J. Adams Retired Senior Partner and U.S. Insurance Practice Leader, PricewaterhouseCoopers LLP | ☑ Independent | | | Reasons for Nomination Mr. Adams adds considerable value to the Board. Through his 30+ years of service in senior-level positions at PricewaterhouseCoopers LLP, including time spent as PwC’s former U.S. Insurance Practice Leader and leadership roles on several global insurance client accounts, in addition to his other public company board service, he gained an extensive knowledge of nearly all aspects of the insurance industry. Mr. Adams also possesses significant, practical experience in a number of areas essential to the Board’s role in exercising its oversight function, including strategy, operations, profitability, insurance financial reporting, state and federal regulation, and human capital management. Select Business Experience •PricewaterhouseCoopers LLP, a Big Four accounting firm (1985–2023) ▪Insurance Audit Partner and Senior Relationship Partner (1997–2023) ▪U.S. Insurance Practice Leader (2015–2021) Other Public Company Directorships •Member, Board of Directors, Fidelis Insurance Holdings Ltd. (NYSE: FIHL) (2023–present) Former Public Company Directorships (2020–2024) None Other Notable Professional Affiliations •Member, Board of Directors, Mutual of America Financial Group (2023–present) •Advisor, Concert Group (2023–present) •Advisor, Everle, Inc. (2023–present) Education/Certifications •B.S. in Economics, The Wharton School, University of Pennsylvania •M.B.A., The Wharton School, University of Pennsylvania •CPA License, New York and Pennsylvania | | | AGE 61 | | | | DIRECTOR SINCE February 2025 | | | | BOARD COMMITTEE Audit | | |

  14. Director Nominee Profiles

    | | Linda L. Addison Past Managing Partner, Norton Rose Fulbright US LLP | ☑ Independent | | | Reasons for Nomination As a global business leader and chief executive with more than four decades of practical experience, 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, legal/regulatory/compliance, compensation, mergers and acquisitions, and human capital management. Select Business Experience •Norton Rose Fulbright US LLP (2013–present) ▪Of Counsel (2017–present) ▪Managing Partner and Chair, Management Committee (2013–2017) •Global Head of Dispute Resolution, Norton Rose Fulbright (2013–2014) •Partner-in-Charge, New York Office, Fulbright & Jaworski L.L.P. (2009–2013) Other Public Company Directorships None Former Public Company Directorships (2020–2024) •Member, Board of Directors, Good Works II Acquisition Corp. (2021–2022) Other Notable Professional Affiliations •Member, Board of Directors, Lexitas, a leading national provider of technology-enabled litigation support services to law firms and companies (2013–present) •Independent Director, KPMG LLP, a Big Four accounting firm (2018–2023) •Member, Dean's Advisory Council, McCombs School of Business, (2022–present) •Member, Council on Foreign Relations (2014–present) •Senior Member, M.D. Anderson Center, Board of Visitors, an advisory board to M.D. Anderson leadership (2004–present) •Senior Trustee, University of Texas Law School Foundation, an educational foundation supporting The University of Texas School of Law (2004–present) •Chair, University of Texas System Chancellor's Council (2023–2024) •Member, Board of Directors, Catalyst, a global non-profit working to accelerate progress for women through workplace inclusion (2015–2024); Honorary Director (2024–present) Education/Certifications •B.A., University of Texas at Austin •J.D., University of Texas School of Law •Bar Membership: Texas, New York, U.S. Supreme Court •Certification in Climate Leadership Oversight, Diligent Institute •CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University's Software Engineering Institute | | | AGE 73 | | | | DIRECTOR SINCE February 2018 Lead Director | | | | BOARD COMMITTEE Governance and Nominating | | |

  15. Director Nominee Profiles

    | | Marilyn A. Alexander Principal, Alexander & Friedman | ☑ Independent | | | Reasons for Nomination Ms. Alexander brings extensive expertise in finance, marketing and strategic planning to the Board based on more than 35 years of experience at several top companies, including The Walt Disney Company, Marriott Corporation and Towers Perrin (now Willis Towers Watson), as well as her own consultancy practice. She offers valuable insights derived from her prior public company board service with Equity Office Properties Trust, Tutor Perini Corporation and DCT Industrial Trust, Inc. Select Business Experience •Independent management consultancy practice, Alexander & Friedman, focused on business planning, brand strategy and development, and process and organizational issues (2003–present) •Senior Vice President and Chief Financial Officer, Disneyland Resort, Anaheim, CA (2000–2003) •The Walt Disney World Resort, The Walt Disney Company, Orlando, FL (1992–2000) ▪Vice President, Destination Marketing, WDW Brand, and Marketing and Sales Strategy (Worldwide); Vice President, Marketing and Sales Finance and Planning (1996–2000) ▪Vice President, Product and Brand Management and Vice President, Finance, Product and Brand Management (1994–1996) ▪Vice President, Resorts and Sales Finance and Planning; Director, Resorts and Sales Finance and Planning (1992–1994) •Vice President, Financial Planning and Analysis, Marriott Corporation, Bethesda, MD (1988–1992) Other Public Company Directorships None Former Public Company Directorships (2020–2024) None Other Notable Professional Affiliations •Member, Board of Directors, McCarthy Holdings, Inc. an ESOP ranked among top 20 construction companies in the U.S. (2020–present) •Member, Board of Trustees, Chapman University, Orange, CA •Former Member, Board of Regents, Brandman University Education/Certifications •A.B. in Philosophy, Georgetown University •M.B.A., The Wharton School, University of Pennsylvania •CPA license, Commonwealth of Virginia | | | AGE 73 | | | | DIRECTOR SINCE February 2013 | | | | BOARD COMMITTEE Compensation | | |

  16. Director Nominee Profiles

    | | Cheryl D. Alston Executive Director and Chief Investment Officer, Employees’ Retirement Fund of the City of Dallas, TX (ERF) | ☑ Independent | | | Reasons for Nomination With a career spanning more than 21 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. Select Business Experience •Executive Director and Chief Investment Officer of ERF, a $4 billion pension plan for the City’s civilian employees (2004–present) •Appointed by President Barack Obama to the Pension Benefit Guaranty Corporation Advisory Committee (2011–2016) (two terms) •Cigna Corporation, Hartford, CT (1998–2004) ▪Vice President, Retirement & Investment Services Division, Cigna Retirement and Investment Services (2002–2004) ▪Assistant Vice President, Retirement & Investment Services Division, Cigna Retirement and Investment Services (1998–2002) Other Public Company Directorships Member, Board of Trustees, Janus Henderson Mutual Fund (NYSE: JHG) (2022–present) Former Public Company Directorships (2020–2024) None Other Notable Professional Affiliations •Member, Board of Directors, Tides Center, a non-profit working to advance social justice (2018–present) •Member, Board of Directors, Blue Cross Blue Shield of Kansas City (2016–present) •Member, Board of Directors, CHRISTUS Health (2012–present) •Member, Board of Directors, Federal Home Loan Bank of Dallas (2017–2021) •Former Member, Board of Directors, Mercy Health, St. Louis, MO Education/Certifications •B.S. in Economics, The Wharton School, University of Pennsylvania •M.B.A., Leonard N. Stern School of Business, New York University •Harvard Business School Executive Education | | | AGE 58 | | | | DIRECTOR SINCE February 2018 | | | | BOARD COMMITTEE Compensation (Chair) | | |

  17. Director Nominee Profiles

    | | Mark A. Blinn Former President and Chief Executive Officer, Flowserve Corporation | ☑ Independent | | | Reasons for Nomination As the former President and Chief Executive Officer, and the former Chief Financial Officer, of Flowserve Corporation and through his leadership roles at 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. Select Business Experience •Flowserve Corporation, a leading manufacturer and aftermarket service provider of comprehensive flow control systems (2004–2017) ▪President and Chief Executive Officer (2009–2017) ▪Chief Financial Officer (2004–2009) •Chief Financial Officer, FedEx Kinko’s Office and Print Services (2003–2004) •Vice President and Controller, Centex Corporation, one of the nation’s largest home builders and general building contractors (2000–2002) Other Public Company Directorships •Member, Board of Directors, Emerson Electric Co. (NYSE: EMR) (2019–present) •Member, Board of Directors, Leggett & Platt, Incorporated (NYSE: LEG) (2019–present) •Member, Board of Directors, Texas Instruments Incorporated (NASDAQ: TXN) (2013–present) Former Public Company Directorships (2020–2024) None Other Notable Professional Affiliations •Member, Southern Methodist University Cox Executive Board •Member, Board of Advisors, Cardone Industries (2020–2023) •Member, Board of Directors, Kraton Corporation (2017–2021) Education/Certifications •B.S., Southern Methodist University •M.B.A., Southern Methodist University •J.D., Southern Methodist University •Chartered Financial Analyst (CFA) designation | | | AGE 63 | | | | DIRECTOR SINCE November 2021 | | | | BOARD COMMITTEE Compensation | | |

  18. Director Nominee Profiles

    | | James P. Brannen Retired Chief Executive Officer, FBL Financial Group, Inc. | ☑ Independent | | | Reasons for Nomination With nearly thirty years of relevant knowledge and 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 demonstrated corporate leadership and extensive expertise in business operations, finance, capital management, strategic planning and executive management. Select Business Experience •FBL Financial Group, Inc., a financial services holding company operating under the consumer brand name Farm Bureau Financial Services, West Des Moines, IA ▪Chief Executive Officer (2012–2019) ▪Chief Financial Officer, Chief Administrative Officer and Treasurer (2007–2012) ▪Vice President - Finance (1999–2006) ▪Tax Vice President (1991–1999) •Tax Manager, Ernst & Young, LLC (1985–1991) Other Public Company Directorships None Former Public Company Directorships (2020–2024) •Member, Board of Directors, First Interstate BancSystem (NASDAQ: FIBK) (2022–2023) •Member, Board of Directors, Great Western Bancorp, Inc. (NYSE:GWB) (2015–2022) Other Notable Professional Affiliations •Member, Board of Directors, Amerisure Mutual Insurance Company (2020–present) •Member, Board of Directors, FBL Financial Group Inc. (2012–2019) •Member, Board of Directors, Greater Des Moines Partnership (2012–2019) •Member, Board of Directors, Property Casualty Insurers Association of America (2012–2019) •Member, Board of Directors, United Way of Central Iowa (2010–2016) Education/Certifications •B.B.A. in Accounting, University of Iowa •American Institute of Certified Public Accountants •Iowa Society of Certified Public Accountants | | | AGE 62 | | | | DIRECTOR SINCE November 2021 | | | | BOARD COMMITTEE Governance and Nominating (Chair) | | |

  19. Director Nominee Profiles

    | | Alice S. Cho Senior Advisor, Boston Consulting Group | ☑ Independent | | | Reasons for Nomination 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 advising boards and top executives on risk management, regulatory compliance, corporate governance, and digital technology issues. Select Business Experience •Senior Advisor for Boston Consulting Group, a global management consulting firm providing strategic advice to C-suite leaders and boards (2021–present) •Company Advisor, Varo Money Inc. (2017–2020) •Managing Director and Head of West Coast Practice, Promontory Financial Group (2015–2017) ▪Various senior leadership roles advising C-suite executives and boards of large financial institutions (2005–2015) •Director, BITS, the technology arm of the Bank Policy Institute (1999–2000) •Special Asst. to Vice Chair Alice M. Rivlin at the Federal Reserve Board, Washington, D.C. (1995–1999) Other Public Company Directorships •Member, Board of Directors, First Interstate BancSystem (NASDAQ: FIBK) (2020–present) Former Public Company Directorships (2020–2024) None Other Notable Professional Affiliations •Member, The University of Chicago, Harris Council (2021–present) and Alumni Council (2017–2021) •Member, Council of Korean-Americans (2021–present) •Member, Whitman College, President's Advisory Council (2010–2019) •Member, Board of Directors, Women in Housing & Finance, Inc. and WHF Foundation (1995–1999) Education/Certifications •B.A. in Economics, Whitman College •A.M. in Public Policy, University of Chicago (Sloan Fellow) •Harvard Business School Executive Education | | | AGE 58 | | | | DIRECTOR SINCE February 2023 | | | | BOARD COMMITTEE Audit | | |

  20. Director Nominee Profiles

    | | J. Matthew Darden Co-Chairman and Chief Executive Officer of the Company | | | Reasons for Nomination Mr. Darden provides the Board with a host of relevant and broad-based skills gained from more than 30 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 17+ years of public accounting experience at Deloitte & Touche LLP and Ernst & Young LLP, Mr. Darden brings a wealth of highly-valued managerial, financial, operational, and strategic experience to the Board. Select Business Experience •Globe Life Inc., McKinney, TX ▪Co-Chairman and Chief Executive Officer (2023–present) ▪Senior Executive Vice President and Chief Strategy Officer (2022) ▪Executive Vice President and Chief Strategy Officer (2017–2022) ▪President of subsidiary American Income Life Insurance Company (2018–2022) ▪President of subsidiary Family Heritage Life Insurance Company of America (2017–2018) ▪Executive Vice President, Innovations and Business Development (2014–2016) •Partner, Deloitte & Touche LLP, a Big Four accounting firm (2006–2014) Other Public Company Directorships None Former Public Company Directorships (2020–2024) None Other Notable Professional Affiliations •American Institute of Certified Public Accountants •The Texas Society of Certified Public Accountants Education/Certifications •B.B.A. in Economics and Finance, Baylor University •M.B.A., Baylor University •Certified Public Accountant | | AGE 54 | | | DIRECTOR SINCE April 2023 | |

  21. Director Nominee Profiles

    | | Philip M. Jacobs Retired Principal, U.S. Insurance Tax Sector Leader, KPMG US | ☑ Independent | | | Reasons for Nomination Through his 35+ years of experience in insurance, banking and professional services, with senior roles at KPMG, Barclays, AIG and GE, Mr. Jacobs has gained significant relevant expertise in accounting and taxation in the financial services industry (including in the life insurance sector). As a global tax leader, he offers the Board valuable strategic insights into taxation, accounting and risk management issues. His core competencies also include capital markets, mergers and acquisitions, legal/regulatory issues and crisis readiness. Select Business Experience •Principal, U.S. Insurance Tax Sector Leader, KPMG, a Big Four accounting firm (2015–2023) •Global Head of Corporate Development and Tax, XL Catlin, Stamford, CT (2013–2015) •Global Head of Tax, Barclays, New York, NY (2009–2013) •Global Tax Director, Head of Divestitures, AIG, New York, NY (2006–2009) •Senior Tax Advisor, Business Tax Director, GE Capital, Stamford, CT (1993–2006) Other Public Company Directorships None Former Public Company Directorships (2020–2024) None Other Notable Professional Affiliations •Member, Board of Directors, XL Catlin Ireland Subsidiaries: XLIT, Ltd; XL Financial Holdings Ltd; XL Financial Holdings Ltd; and XL Financial Ltd (2014–2015) Education/Certifications •B.A. in History, Princeton University •CPA License (Inactive) | | | AGE 64 | | | | DIRECTOR SINCE February 2025 | | | | BOARD COMMITTEE Audit | | |

  22. Director Nominee Profiles

    | | David A. Rodriguez Retired Global Chief Human Resources Officer, Marriott International | ☑ Independent | | | Reasons for Nomination Mr. Rodriguez 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 Woodmark Corporation and the Board of Trustees of the SIOP Foundation. Select Business Experience •Marriott International (2006–2021) ▪Global Chief Human Resources Officer (2006–2021) ▪Executive Vice President - Corporate Human Resources and U.S. Hotel Division (2003–2006) ▪Senior Vice President - Corporate Human Resources (1998–2002) •Citicorp/Citibank - various HR leadership roles culminating with Chief Human Resources Officer, Citibank Credit Cards Division (1989–1998) Other Public Company Directorships •American Woodmark Corporation, one of the three largest cabinetmakers in the U.S. (2020–present) Former Public Company Directorships (2020–2024) None Other Notable Professional Affiliations •Member, Board of Trustees, The Society for Industrial and Organizational Psychology ("SIOP") Foundation Education/Certifications •B.A. in Psychology, New York University •M.A., Ph.D. in Industrial/Organizational Psychology, New York University •Fellow, National Academy of Human Resources •Fellow, Society for Industrial and Organizational Psychology | | | AGE 66 | | | | DIRECTOR SINCE February 2023 | | | | BOARD COMMITTEE Governance and Nominating | | |

  23. Director Nominee Profiles

    | | Frank M. Svoboda Co-Chairman and Chief Executive Officer of the Company | | | Reasons for Nomination Mr. Svoboda has more than 37 years of direct insurance industry experience, including in the areas of tax, accounting, consulting, 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 executive functions at the Company and its subsidiaries, and through his service as his Company’s Vice President of Tax for nine years prior thereto, as well as the 19 years spent in public accounting at KPMG LLP, he provides the Board with significant financial and operational expertise. Select Business Experience •Globe Life Inc., McKinney, TX ▪Co-Chairman and Chief Executive Officer (2023–present) ▪Senior Executive Vice President and Chief Financial Officer (2022) ▪Executive Vice President and Chief Financial Officer (2012–2022) ▪President of subsidiaries Globe Life And Accident Insurance Company (2018–2022) and American Income Life Insurance Company (2017–2018) ▪Vice President and Director of Tax (2014–2018) •Partner, Insurance Tax, KPMG LLP, a Big Four accounting firm (1984–2003) Other Public Company Directorships None Former Public Company Directorships (2020–2024) None Other Notable Professional Affiliations •American Institute of Certified Public Accountants •The Texas Society of Certified Public Accountants Education/Certifications •B.A. in Accounting and Finance, Nebraska Wesleyan University | | AGE 63 | | | DIRECTOR SINCE April 2023 | |

  24. Director Nominee Profiles

    | | Mary E. Thigpen Self-employed Consultant | ☑ Independent | | | Reasons for Nomination 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 Anderson LLP and Hewlett-Packard Company, as well as through her consultancy practice. Select Business Experience •Self-employed consultant providing advisory services in digital transformation strategies, technology and cybersecurity assessments, and systemic risk mitigation competencies (2019--present and 2015–2017) •Chief Executive Officer, OpsDataStore, LLC, Johns Creek, Georgia, a big data analytics, AI, and visualization software company (2017–2019) •Chief Executive Officer, North Plains, LLC, Toronto, Canada (2014–2015) •Self-employed consultant providing advisory services in strategy development, technology assessments, and global go-to-market operational competencies (2011–2013) •Senior Vice President of Strategy, Cox Communications, Atlanta, GA (2004–2011) •Managing Director, BearingPoint, Atlanta, GA (2003–2004) •Partner, Arthur Anderson Business Consulting (1998–2002) •Various global sales, marketing and production innovation positions, Hewlett-Packard Company (1982–1998) Other Public Company Directorships None Former Public Company Directorships (2020–2024) •Member, Board of Directors, Hope Bancorp, Inc. (NASDAQ:HOPE) (2021–2024) •Member, Board of Directors, Opus Bank (NASDAQ:OPB) (2019–2020) Other Notable Professional Affiliations •Member, Board of Directors, Achievelt Online, LLC (2016–present) •Member, Board of Directors, Bank of Hope (an affiliate of Hope Bancorp, Inc.) (2021–2024) Education/Certifications •B.S. in Mathematical and Computer Science, Clemson University | | | AGE 65 | | | | DIRECTOR SINCE February 2018 | | | | BOARD COMMITTEE Audit (Chair) | | |

  25. 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.

  26. 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. |

  27. Director Nominee Skills Matrix

    Director Nominee Skills Matrix 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.

  28. Director Nominee Skills Matrix

    | | | Adams | Addison | Alexander | Alston | Blinn | Brannen | Cho | Darden | Jacobs | Rodriguez | Svoboda | Thigpen | | Skills, Qualifications, and Attributes | | | | | | | | | | | | | | | Accounting/Financial | | • | • | • | • | • | • | • | • | • | | • | • | | Business Operations | | • | • | • | • | • | • | • | • | • | • | • | • | | Capital Markets | | • | • | | • | • | • | | • | • | | • | | | CEO/Other High-Level Senior Mgt. Running Large Organizations | | • | • | • | • | • | • | • | • | • | • | • | • | | Enterprise Risk Management | | • | • | • | • | • | • | • | • | • | | • | • | | Human Capital Management | | | • | • | | • | | | • | • | • | • | | | Information Technology/Information Security | | | • | | | • | | | • | | | | • | | Insurance Industry/Financial Services | | • | • | • | • | • | • | • | • | • | | • | • | | Investments | | | | | • | • | • | | • | • | | • | | | Legal/Regulatory/Compliance | | • | • | | | | | • | • | • | | • | | | Marketing/Advertising | | | • | • | • | | • | | • | | | | • | | Other Public Company Board Service | | • | • | • | | • | • | • | | | • | | • | | Sales Management | | | | | | | • | | • | | | | • | | Strategic Planning | | • | • | • | • | • | • | • | • | • | • | • | • | | Demographic Background | | | | | | | | | | | | | | | Tenure [Years] | | 0 | 7 | 12 | 7 | 3 | 3 | 2 | 2 | 0 | 2 | 2 | 7 | | Age | | 61 | 73 | 73 | 58 | 63 | 62 | 58 | 54 | 64 | 66 | 63 | 65 | | Gender [Male (M), Female (F)] | | M | F | F | F | M | M | F | M | M | M | M | F | | Race/Ethnicity | African American/Black | | | | • | | | | | | | | | | | Hispanic/Latino | | | | | | | | | | • | | | | | Caucasian/White | • | • | • | | • | • | | • | • | | • | • | | | Asian | | | | | | | • | | | | | | | | Hawaiian, or Pacific Islander | | | | | | | | | | | | | | | Native American | | | | | | | | | | | | | | | Other | | | | | | | | | | | | |

  29. Executive Summary

    | | Book value per share, excluding AOCI, increased 13% in 2024 representing our focus of long-term growth of the balance sheet. | | | Continued growth of net operating income as an ROE, excluding AOCI, reflects our sustainable business growth and the ability to create profitable growth. | | | Total premium increased 5% over the prior year. Life premium increased 4% from $3.14 billion in 2023 to $3.26 billion in 2024. Our ability to consistently grow premium year after year sets the foundation for our long-term earnings and balance sheet growth. |

  30. Executive Summary

    | Outcomes from 2024 Incentive Plans | | Strong operational performance and earnings growth resulted in incentive plans paying above target for the performance period ending December 31, 2024. | | • | 2024 MIP Corporate Factor = 128.6% of target | | | • | Performance Share Units for 2022-2024 = 107.7% of target | | | Co-CEO Actual Compensation | | For 2024, realized pay* was strongly aligned with changes in share price due to the high proportion of pay delivered in long-term incentives. | | • | Realized pay of $4,508,527 was 57% of target pay | | | | | *Realized pay reflects base salary + annual incentive paid + stock vested and stock options exercised in 2024. |

  31. Executive Summary

    | What Changed | | How it Changed | | Rationale for Change | | 1. Annual Incentive - Management Incentive Plan (MIP) Financial Metrics | ▲ | Added a third metric, first-year collected premiums, for 2024 | ▲ | Recognizes quality sales growth via cash collections on newly-written policies | | 2. MIP Individual Performance Objectives | ▲ | For all NEOs, except the Co-CEOs, 25% of the MIP will be determined based on individual performance factors | ▲ | Provides the ability to differentiate performance metrics for business line, functional and individual performance | | 3. 2025 Changes to Long-Term Equity Incentives Intended Mix | ▲ | For all NEOs, including the Co-CEOs, intended mix for long-term incentive awards in 2025 will be 60% performance shares, 30% stock options and 10% restricted stock units (RSUs) | ▲ | Intended to provide consistency among our NEOs, increase the focus on performance-based awards and more closely align with peer group most prevalent practices |

  32. Executive Summary

    | What We Do | | | | | ☑ | Weight long-term incentives more than our peers in total compensation for executives | ☑ | Maintain robust Clawback Policy | | ☑ | Grant stock options and performance-based awards to directly align executives with interests of shareholders | ☑ | Maintain robust stock ownership guidelines for directors and executive management | | ☑ | Formally review risk in Incentive Plans | ☑ | Engage Independent Compensation Consultant | | What We Don’t Do | | | | | ☒ | No single trigger change of control vesting of equity | ☒ | No repricing of awards | | ☒ | No tax gross-ups on benefits or in the event of a 280g excise tax liability triggered upon a Change of Control | ☒ | No hedging or pledging of Globe Life stock by officers or directors |

  33. Executive Summary

    | | Form of Payment | Vesting/Performance Period | 2024 Overview | | Base Salary | Cash | Ongoing | •Alignment of salary with performance is evaluated on an annual basis | | Annual Incentive - Management Incentive Plan (MIP) | Cash | 1 Year | •Co-CEOs are 100% and NEOs are 75% based on corporate financial performance ◦50% based on operating EPS growth ◦30% based on growth in earned premium ◦20% based on growth in 1st-year collected premium •NEOs' remaining 25% is based on business unit/individual performance ◦Mix of financial, strategic and qualitative factors | | Long-Term Incentive Plan | Stock Options | 3 Years (Ratable) | •Service-based vesting; ultimate value based on stock price appreciation | | | Performance Shares | 3 Years (Cliff) | •50% based on growth of book value per share (inclusive of dividends paid) •50% based on average of the annual NOI ROE over the performance period | | | Restricted Stock | 3 Years (Cliff) | •Service-based vesting; ultimate value based on stock price performance | | Retirement Benefits | Supplemental Executive Retirement Plan (SERP) | No benefits are payable to persons retiring prior to age 55 | •18 participants (including NEOs) in 2024 •Encourages executives at certain levels to continue to work past the Company’s established early retirement age of 55 | | | Defined Benefit Pension Plan | Benefits are payable upon participant's retirement | •All employees are eligible •Benefits are determined by multiplying the average of the participant's earnings in the five consecutive years in which they were highest during the 10 years before retirement by one percent for each of the first 40 years of credited service plus two percent 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 |

  34. Our Structure for Setting Executive Compensation

    | Stock Options Motivates long-term value creation over the 7-year term of the option | Performance Shares Motivates and rewards the achievement of financial performance and growth metrics over rolling 3-year periods | Restricted Stock Units Supports retention, ownership and shareholder alignment through annual grants of unvested full-value shares | Retirement Plans Supports retaining high performers for a full career and motivates prudent risk-taking by executives | | | | | |

  35. Our Structure for Setting Executive Compensation

    | Compensation Committee | Management | Independent Compensation Consultant | | The Committee is responsible for determining the compensation of senior executives at the Company and its subsidiaries, in accordance with our stated compensation philosophy and strategy. The Committee sets (or recommends to the independent Directors of the Board in the case of the Co-CEOs) the total compensation payable in various forms to the executive management team (including the NEOs). The Committee ensures that the mix of compensation among various elements is appropriately balanced, competitive, and does not encourage improper risk taking. | Members of Company management support the Committee, attend portions of its meetings, make recommendations to the Committee and perform administrative functions on its behalf in connection with our senior executive compensation plans. Our Co-CEOs and Chief Talent Officer provide input to the Committee to assist in the design and modification of our compensation programs and to enable the Committee to assess the effectiveness of our compensation philosophy and programs. Our Co-CEOs make specific recommendations regarding potential MIP awards and the amount and mix of the cash and equity compensation to be paid to certain levels of officers, including the NEOs (except themselves). | For 2024, the Committee engaged Pay Governance as its independent compensation consultant. The Committee has assessed the independence of the consultant pursuant to the listing standards of the NYSE and SEC rules and concluded that no conflict of interest exists that would prevent the compensation consultant from serving as an independent consultant to the Committee. Pay Governance provided advisory services directly to the Committee, including: •establishing and evaluating peer groups for benchmarking purposes; •providing expert input on industry trends, as well as executive compensation developments from a broader perspective; •assessing the extent to which our executive and director pay levels and practices are competitively aligned with market practice; and •facilitating objective, data-based compensation decisions in succession and annual pay planning processes. |

  36. Our Structure for Setting Executive Compensation

    The Committee considers market compensation comparisons as it determines the elements, appropriate levels and mix of compensation to be paid to the executive officers. The Committee does not operate with rigid standards for the level and mix of the compensation elements it awards. Rather, it uses this market analysis and other inputs from Company management and its compensation consultant. As mentioned, the historic emphasis and conscious design of the Company’s compensation philosophy has been to deliver a large portion of pay in a variable format as long-term incentive awards, typically in the form of stock options and performance share awards, rather than primarily through annual cash incentives.

  37. Our Structure for Setting Executive Compensation

    | Review Item | Peer Group | Pay & Performance | Update of Guidelines | Initial Pay Discussion | Final Pay Decisions | | Timing | April | August | November | January | February | | Actions | •Review peer group periodically •Compare peer financial size based on Total Enterprise Value (market capitalization of common equity plus book value of debt minus cash) • Consider other non-financial factors for peers including direct competitors for labor, market share and capital, as well as similarity of product offering and distribution models | •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 | •Adjust executive salary ranges and incentives targets based on surveys and trend data •Conduct an extensive analysis of peer long-term incentive (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 •Annually review guidelines against peer practices for Co-CEOs, NEOs, and all members of executive management, as well as all employees | •Perform preliminary calculation of corporate performance •Review and approve the Co-CEOs' recommendations on prior-year’s annual incentives and new base salaries for members of executive management •Discuss potential Co-CEO pay, by component and in total, for recommendation to the independent members of the Board •Hold preliminary discussion with management regarding performance measures and goals for the new year | •Finalize recommendation to the Board on Co-CEO pay, by component and in total •Approve LTI awards for all employees other than the Co-CEOs •Approve performance measures and goals for the Company's annual and long-term incentive plans for the current year |

  38. Our Structure for Setting Executive Compensation

    | Compensation Benchmarking |

  39. Our Structure for Setting Executive Compensation

    The Committee periodically conducts an extensive review of 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 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 Committee has determined that the most relevant comparison of size is based on Total Enterprise Value, reflecting the Company's capitalization. Some peers are selected based on the similarity of their products and distribution models, rather than purely as a result of size considerations. In Q3 2023, the Committee considered whether changes to the peer group were warranted, and concluded that no changes were necessary. The following peer group was used to inform 2024 executive compensation decisions:

  40. Our Structure for Setting Executive Compensation

    | | Compensation Peer Group | | | 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. |

  41. Our Structure for Setting Executive Compensation

    In Q3 2024, the Committee conducted an extensive study of its Compensation Peer Group and made changes that put a greater emphasis on product alignment and profitability among the peers than there had been in the past. As such, the following changes were approved for use in benchmarking pay for 2025:

  42. Our Structure for Setting Executive Compensation

    | Benchmarking Approach for Our Co-CEOs |

  43. Our Structure for Setting Executive Compensation

    The Committee recognizes that because we have Co-CEOs who share the responsibility of leading the Company, it is not appropriate to set their pay at the same level as peers that have a single incumbent CEO. As such, the Committee adopted a benchmarking approach that averages the compensation of each peer Company's highest paid officer (usually the CEO) and second highest paid officer (often a President or COO). This approach typically results in a blended CEO and second highest paid officer benchmark rate that is 20% to 30% below the market levels for the peer CEOs. Further, since Globe Life does not have a President or COO role, this approach produces lower aggregate pay for the Company's "Top 3" or "Top 5" executives than at peer companies. Because we have Co-CEOs, we are required to report annually a total of six NEOs in the Summary Compensation Table. To enable a fair comparison of our NEO compensation to that of our peers, we focus on the compensation of our top five NEOs (i.e., the Co-CEOs and the next three highest paid executives). This approach avoids an inequitable result in which six of our executives are compared to five executives at our peers simply due to SEC reporting requirements. For 2023, the Company's "Top 5" aggregate total direct compensation of $20.1 million was below the median aggregate "Top 5" of the peer group.1 Additional information regarding the Company's Co-CEO structure may be found in the Corporate Governance section of this Proxy Statement.

  44. Elements of Compensation

    | Annual Cash Incentives (MIP) |

  45. Elements of Compensation

    | Named Executive Officers' Target Annual Incentive Opportunities | | | Executive | 2024 Target (% of Base Salary) | | Frank M. Svoboda | 170% | | J. Matthew Darden | 170% | | Thomas P. Kalmbach | 70% | | Michael C. Majors | 65% | | R. Brian Mitchell | 60% | | Robert E. Hensley | 65% |

  46. Elements of Compensation

    | 2024 MIP Performance Goals & Payout Levels | | | | | | Performance Level | Payout Level as a % of Target Annual Incentive Opportunity | Operating EPS (50% Weighting) | Total Premium (Millions) (30% Weighting) | First-Year Collected Premium (Millions) (20% Weighting) | | Threshold | 50% | $10.90 | $4,550 | $495 | | Target | 100% | $11.40 | $4,680 | $545 | | Maximum | 150% | $11.70 | $4,810 | $595 | | 2024 Actual | | $11.96 | $4,666 | $576.2 | | Individual Metric Payout Level | | 150.0% | 93.2% | 128.5% |

  47. Elements of Compensation

    | Named Executive Officers' Actual 2024 MIP Payouts | | | | | | Executive | Target Incentive as a % of Salary | Target Incentive Amount ($) | Actual Incentive Paid ($) | Actual Incentive as % of Target Incentive Opportunity | | Frank M. Svoboda | 170% | 1,530,000 | 1,967,580 | 128.6% | | J. Matthew Darden | 170% | 1,530,000 | 1,967,580 | 128.6% | | Thomas P. Kalmbach | 70% | 400,400 | 560,000 | 139.9% | | Michael C. Majors | 65% | 334,750 | 470,000 | 140.4% | | R. Brian Mitchell | 60% | 309,000 | 445,000 | 144.0% | | Robert E. Hensley | 65% | 331,500 | 470,000 | 141.8% |

  48. Elements of Compensation

    | Long-Term Equity Incentives |

  49. Elements of Compensation

    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. The incentive plan under which stock options, performance shares and restricted stock units were awarded in 2024 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.

  50. 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 the 2nd-year anniversary of the grant date and the remaining 50% on the 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 |

  51. Elements of Compensation

    | Restricted Stock Units | • | Time-based, cliff vesting | | | • | Granted to the executive management team, Company and subsidiary officers, and key employees | | | • | These awards generally vest after 3 years of continued employment |

  52. Elements of Compensation

    | Co-CEOs' 2024 LTI Awards | | | | | Vehicle | Intended Mix | Number of Awards | Grant Date Fair Value | | Stock Options | 45% | 72,000 | $2,432,880 | | Performance Shares | 45% | 19,700 | $2,529,480 | | RSUs | 10% | 3,500 | $449,400 | | Total | | 95,200 | $5,411,760 |

  53. Elements of Compensation

    | Other NEOs' 2024 LTI Awards | | | | | | | | | | Stock Options | | Performance Shares | | Restricted Stock Units | | Total Grant Date Fair Value of LTI | | Executive | Intended Mix | Fair Value | Intended Mix | Fair Value | Intended Mix | Fair Value | | | Thomas P. Kalmbach | 40% | $780,549 | 40% | $783,240 | 20% | $385,200 | $1,948,989 | | Michael C. Majors | 50% | $834,613 | 40% | $667,680 | 10% | $164,352 | $1,666,645 | | R. Brian Mitchell | 50% | $794,065 | 40% | $642,000 | 10% | $154,080 | $1,590,145 | | Robert E. Hensley | 40% | $635,252 | 40% | $642,000 | 20% | $313,296 | $1,590,548 |

  54. Elements of Compensation

    | 3-Year Performance Goals (1/1/2024 to 12/31/2026) for 2024 Performance Shares | | | | | Performance Level | Performance Share Payout Level | Book Value per Diluted Shares Outstanding (50% Weighting) | Average Net Operating Income ROE (50% Weighting) | | Threshold | 50% | $101.00 | 11.70% | | Target | 100% | $107.00 | 13.70% | | Maximum | 200% | $112.00 | 15.50% |

  55. Elements of Compensation

    | Vesting of 2022 Performance Share Awards for 2022 to 2024 Performance |

  56. Elements of Compensation

    The performance share awards that were granted in early 2022 vested in February 2025 based on: (i) cumulative growth in operating EPS, (ii) cumulative growth in underwriting income, and (iii) average of the annual NOI ROE. The performance period for the performance shares granted in 2022 was January 1, 2022 through December 31, 2024. As of December 31, 2024, two of three performance metrics were achieved above target and one performance metric was below target, resulting in a payout factor of 107.7%. The following table presents the performance metric results and the resulting payout factor for our 2022 performance share awards. The metrics were determined based on historical U.S GAAP excluding the impact of all life claims incurred as a result of COVID-19 and the effect of the adoption, after the commencement of the performance period, of Accounting Standards Update (ASU) 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (LDTI). Refer to APPENDIX A – Non-GAAP Reconciliation for definitions of non-GAAP measures utilized herein.

  57. Elements of Compensation

    | 3-Year Performance Achievement (1/1/2022 to 12/31/2024) for 2022 Performance Share Awards | | | | | | Performance Level | Payout Level as a % of Target Annual Incentive Opportunity | Cumulative EPS (40% Weighting) | Underwriting Income (Millions) (30% Weighting) | Net Operating Income ROE (30% Weighting) | | Threshold | 50% | $24.76 | $2,469.00 | 11.50% | | Target | 100% | $28.10 | $2,820.00 | 13.60% | | Maximum | 150% | $30.25 | $3,077.00 | 15.10% | | Actual | | $29.08 | $2,725.50 | 13.86% | | Performance Measure - Performance Multiplier | | 123% | 87% | 109% |

  58. Elements of Compensation

    | 2025 Co-CEO Compensation and Long-Term Incentive Mix |

  59. Elements of Compensation

    For 2025, the Committee did not increase the target cash compensation opportunity (i.e., the sum of base salary and target annual incentive) for the Co-CEOs from the levels in place for 2024. The long-term incentive award was increased to the median level of peers as measured by annual dilution as a percent of shares outstanding. The resulting target total direct compensation (i.e., target cash + grant date fair value of long-term incentives) will be approximately 7.6% higher than the reported value for 2024. Starting in 2025, the mix for long-term incentive awards for all executives, including the Co-CEOs, will be 60% performance shares, 30% stock options and 10% RSUs. The new mix is intended to provide consistency among our NEOs, increase the focus on performance-based awards and more closely align with peer group most prevalent practices.

  60. Other Compensation Practices and Policies

    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 stock ownership requirements. 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 stock funds in the Company’s 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. As of December 31, 2024, all directors and NEOs had met their stock ownership guideline requirements or were within the seven-year accumulation period for meeting such requirements. 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.

  61. Other Compensation Practices and Policies

    | Termination of Employment and Change in Control |

  62. Other Compensation Practices and Policies

    In 2024, consistent with market practice, the Company introduced policies for executive post-termination or change in control cash severance payments and benefits.4 Potential payments and benefits are also 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 in the event of a change in control.

  63. Other Compensation Practices and Policies

    As one of the factors considered in performing its duties, the 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. The Committee will not limit its decisions with respect to executive compensation to that which is deductible under Section 162(m) unless the 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 incentive 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.

  64. Summary Compensation Table

    Summary Compensation Table The table below summarizes various categories of compensation earned in 2024 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 2024 salaries and bonuses (as reflected in the Non-Equity Incentive Plan Compensation column below) in the aggregate which represented 32.93% of their total compensation in 2024. 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.

  65. 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 | 2024 | 900,000 | 0 | 2,978,880 | 2,432,880 | 1,967,580 | 368,244 | 79,714 | 8,727,298 | | Co-Chairman & Chief Executive Officer | 2023 | 850,000 | 0 | 2,008,568 | 2,015,625 | 1,535,000 | 733,218 | 63,660 | 7,206,071 | | | 2022 | 650,000 | 0 | 1,135,530 | 1,432,600 | 535,000 | 0 | 32,036 | 3,785,166 | | J. Matthew Darden | 2024 | 900,000 | 0 | 2,978,880 | 2,432,880 | 1,967,580 | 138,054 | 41,772 | 8,459,166 | | Co-Chairman & Chief Executive Officer | 2023 | 850,000 | 0 | 2,008,568 | 2,015,625 | 1,535,000 | 399,676 | 52,027 | 6,860,896 | | | 2022 | 650,000 | 0 | 1,135,530 | 1,432,600 | 535,000 | 0 | 26,586 | 3,779,716 | | Thomas P. Kalmbach | 2024 | 572,000 | 0 | 1,168,440 | 780,549 | 560,000 | 315,588 | 38,744 | 3,435,321 | | Executive Vice President and Chief Financial Officer | 2023 | 520,000 | 0 | 804,873 | 809,475 | 405,000 | 251,152 | 31,747 | 2,822,247 | | Michael C. Majors | 2024 | 515,000 | 0 | 832,032 | 834,613 | 470,000 | 615,160 | 17,111 | 3,283,916 | | Executive Vice President, Policy Acquisitions and Chief Strategy Officer | 2023 | 495,000 | 0 | 781,980 | 786,900 | 380,000 | 749,141 | 16,199 | 3,209,220 | | | 2022 | 465,000 | 0 | 722,610 | 815,480 | 234,000 | 0 | 15,090 | 2,252,180 | | R. Brian Mitchell | 2024 | 515,000 | 0 | 796,080 | 794,065 | 445,000 | 413,028 | 34,303 | 2,997,476 | | Executive Vice President, General Counsel and Chief Risk Officer | 2023 | 495,000 | 0 | 773,546 | 774,000 | 300,000 | 585,923 | 30,917 | 2,959,386 | | Robert E. Hensley | 2024 | 510,000 | 0 | 955,296 | 635,252 | 470,000 | 250,686 | 10,325 | 2,831,559 | | Executive Vice President and Chief Investments Officer | 2023 | 485,000 | 0 | 837,406 | 561,150 | 360,000 | 195,386 | 13,496 | 2,452,438 |

  66. Summary Compensation Table

    1 Amounts shown in this column for 2024 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 28, 2024 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 ($5,058,960), Darden ($5,058,960), Kalmbach ($1,566,480), Majors ($1,335,360), Mitchell ($1,284,000), and Hensley ($1,284,000). 2 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). 3 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). 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, 2024. 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 2022, 2023, or 2024 and no benefits will be paid until after retirement from the Company.

  67. 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 | 2024 | 181,715 | | 186,529 | | | | 2023 | 265,005 | | 468,213 | | | | 2022 | | 300,214 | | 819,103 | | J. Matthew Darden | 2024 | 59,449 | | 78,605 | | | | 2023 | 107,677 | | 291,999 | | | | 2022 | | 148,544 | | 344,767 | | Thomas P. Kalmbach | 2024 | 93,688 | | 221,900 | | | | 2023 | 107,863 | | 143,289 | | | Michael C. Majors | 2024 | 161,230 | | 453,930 | | | | 2023 | 267,792 | | 481,349 | | | | 2022 | | 408,053 | | 322,601 | | R. Brian Mitchell | 2024 | 141,826 | | 271,202 | | | | 2023 | 264,470 | | 321,453 | | | Robert E. Hensley | 2024 | 80,408 | | 170,278 | | | | 2023 | 84,582 | | 110,804 | |

  68. 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.

  69. Summary Compensation Table

    | Name | Perquisites* ($) | 401(k) Match ($) | Excess Premiums for Additional Life Insurance ($) | Total ($) | | Frank M. Svoboda | 57,705 | 12,075 | 9,934 | 79,714 | | J. Matthew Darden | 29,697 | 12,075 | | 41,772 | | Thomas P. Kalmbach | 21,048 | 12,075 | 5,621 | 38,744 | | Michael C. Majors | | 12,075 | 5,036 | 17,111 | | R. Brian Mitchell | 17,268 | 12,075 | 4,960 | 34,303 | | Robert E. Hensley | | 7,451 | 2,874 | 10,325 | | * For Mr. Svoboda, the amount listed reflects the aggregate incremental cost of personal use of corporate aircraft ($39,550) and Company-purchased event tickets, 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 event tickets, club dues, and a holiday charitable contribution. For Mr. Kalmbach, the amount reflects Company-purchased event tickets, club dues and fitness center dues. For Mr. Mitchell, the amount reflects Company purchased event tickets and club dues. | | | | |

  70. 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.

  71. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  72. 2024 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 | 2/28/2024 | | | | | | | | 72,000 | 128.40 | 2,432,880 | | | Performance Shares | 2/28/2024 | | | | 9,850 | 19,700 | 39,400 | | | | 2,529,480 | | | Restricted Stock Units | 2/28/2024 | | | | | | | 3,500 | | | 449,400 | | | Annual Cash | | 765,000 | 1,530,000 | 2,295,000 | | | | | | | | | J. Matthew Darden | Options | 2/28/2024 | | | | | | | | 72,000 | 128.40 | 2,432,880 | | | Performance Shares | 2/28/2024 | | | | 9,850 | 19,700 | 39,400 | | | | 2,529,480 | | | Restricted Stock Units | 2/28/2024 | | | | | | | 3,500 | | | 449,400 | | | Annual Cash | | 765,000 | 1,530,000 | 2,295,000 | | | | | | | | | Thomas P. Kalmbach | Options | 2/28/2024 | | | | | | | | 23,100 | 128.40 | 780,549 | | | Performance Shares | 2/28/2024 | | | | 3,050 | 6,100 | 12,200 | | | | 783,240 | | | Restricted Stock Units | 2/28/2024 | | | | | | | 3,000 | | | 385,200 | | | Annual Cash | | 200,200 | 400,400 | 600,600 | | | | | | | | | Michael C. Majors | Options | 2/28/2024 | | | | | | | | 24,700 | 128.40 | 834,613 | | | Performance Shares | 2/28/2024 | | | | 2,600 | 5,200 | 10,400 | | | | 667,680 | | | Restricted Stock Units | 2/28/2024 | | | | | | | 1,280 | | | 164,352 | | | Annual Cash | | 167,375 | 334,750 | 502,125 | | | | | | | | | R. Brian Mitchell | Options | 2/28/2024 | | | | | | | | 23,500 | 128.40 | 794,065 | | | Performance Shares | 2/28/2024 | | | | 2,500 | 5,000 | 10,000 | | | | 642,000 | | | Restricted Stock Units | 2/28/2024 | | | | | | | 1,200 | | | 154,080 | | | Annual Cash | | 154,500 | 309,000 | 463,500 | | | | | | | | | Robert E. Hensley | Options | 2/28/2024 | | | | | | | | 18,800 | 128.40 | 635,252 | | | Performance Shares | 2/28/2024 | | | | 2,500 | 5,000 | 10,000 | | | | 642,000 | | | Restricted Stock Units | 2/28/2024 | | | | | | | 2,440 | | | 313,296 | | | Annual Cash | | 165,750 | 331,500 | 497,250 | | | | | | | |

  73. 2024 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 Incentives (MIP) section of this Proxy Statement. On January 22, 2025, 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 26, 2025, 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, 2025 of the certification of attainment of their bonus objectives. 2 Performance shares awarded February 28, 2024, pursuant to the Company’s 2018 Plan, and to be issued upon vesting following completion of the three-year performance period commencing January 1, 2024 and ending December 31, 2026, 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 RSUs awarded February 28, 2024 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 28, 2024 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, 2024.

  74. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024

  75. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 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 | 02/28/24 | | 72,000 | 1 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | | 62,500 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 32,500 | 32,500 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 65,000 | | | | 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 | | | | | | | | | | | | | | | | | | | 02/28/24 | 3,500 | 2 | 390,320 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 39,400 | 5 | 4,393,888 | 4 | | | | | | | | | | 02/22/23 | 3,370 | 2 | 375,822 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 26,600 | 6 | 2,966,432 | 4 | | | | | | | | | | 02/23/22 | 11,845 | 3 | 1,320,954 | 4 | | | | | | J. Matthew Darden | 02/28/24 | | 72,000 | 1 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | | 62,500 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 32,500 | 32,500 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 50,000 | | | | 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 | | | | | | | | | | | | | | | | | | | 02/28/24 | 3,500 | 2 | 390,320 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 39,400 | 5 | 4,393,888 | 4 | | | | | | | | | | 02/22/23 | 3,370 | 2 | 375,822 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 26,600 | 6 | 2,966,432 | 4 | | | | | | | | | | 02/23/22 | 11,845 | 3 | 1,320,954 | 4 | | | | | | Thomas P. Kalmbach | 02/28/24 | | 23,100 | 1 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | | 25,100 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 17,500 | 17,500 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 35,000 | | | | 98.32 | 02/24/28 | | | | | | | | | | | | 02/26/20 | 35,000 | | | | 100.74 | 02/26/27 | | | | | | | | | | | | | | | | | | | 02/28/24 | 3,000 | 2 | 334,560 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 12,200 | 5 | 1,360,544 | 4 | | | | | | | | | | 02/22/23 | 1,380 | 2 | 153,898 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 10,600 | 6 | 1,182,112 | 4 | | | | | | | | | | 02/23/22 | 7,537 | 3 | 840,526 | 4 | | | | | | Michael C. Majors | 02/28/24 | | 24,700 | 1 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | | 24,400 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 18,500 | 18,500 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 37,000 | | | | 98.32 | 02/24/28 | | | | | | | | | | | | 02/26/20 | 37,000 | | | | 100.74 | 02/26/27 | | | | | | | | | | | | | | | | | | | 02/28/24 | 1,280 | 2 | 142,746 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 10,400 | 5 | 1,159,808 | 4 | | | | | | | | | | 02/22/23 | 1,290 | 2 | 143,861 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 10,400 | 6 | 1,159,808 | 4 | | | | | | | | | | 02/23/22 | 7,537 | 3 | 840,526 | 4 | | | | |

  76. Outstanding Equity Awards at Fiscal Year-End 2024 (continued)

    Outstanding Equity Awards at Fiscal Year-End 2024 (continued)

  77. Outstanding Equity Awards at Fiscal Year-End 2024 (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 ($) | | | R. Brian Mitchell | 02/28/24 | | 23,500 | 1 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | | 24,000 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 19,000 | 19,000 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 38,000 | | | | 98.32 | 02/24/28 | | | | | | | | | | | | 02/26/20 | 38,000 | | | | 100.74 | 02/26/27 | | | | | | | | | | | | 02/28/19 | 30,000 | | | | 82.56 | 02/28/26 | | | | | | | | | | | | | | | | | | | 02/28/24 | 1,200 | 2 | 133,824 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 10,000 | 5 | 1,115,200 | 4 | | | | | | | | | | 02/22/23 | 1,320 | 2 | 147,206 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 10,200 | 6 | 1,137,504 | 4 | | | | | | | | | | 02/23/22 | 6,999 | 3 | 780,528 | 4 | | | | | | Robert E. Hensley | 02/28/24 | | 18,800 | 1 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | | 17,400 | 1 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 16,500 | 16,500 | 1 | | 103.23 | 02/23/29 | | | | | | | | | | | | | | | | | | | 02/28/24 | 2,440 | 2 | 272,109 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 10,000 | 5 | 1,115,200 | 4 | | | | | | | | | | 02/22/23 | 2,350 | 2 | 262,072 | 4 | | | | | | | | | | | | | | 02/22/23 | | | | | 9,200 | 6 | 1,025,984 | 4 | | | | | | | | | | 02/23/22 | 5,384 | 3 | 600,424 | 4 | | | | |

  78. Outstanding Equity Awards at Fiscal Year-End 2024 (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, 2022 and ending December 31, 2024, based upon the degree of satisfaction of three performance criteria. Shares shown reflect actual performance attained during the period and will vest in 2025 upon certification of achievement of performance objectives by the Compensation Committee. 4 Calculated using 2024 year-end closing market price of $111.52 per share. 5 Performance shares to be issued when vested upon certification following the completion of a three-year performance period commencing January 1, 2024 and ending December 31, 2026, if at all, based upon the degree of satisfaction of two performance criteria. Number of shares reflects next higher performance level (maximum) projected at fiscal year-end 2024. 6 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 (maximum) projected at fiscal year-end 2024.

  79. Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2024

    Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2024

  80. Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2024

    | | Option Awards | | | Stock Awards | | | | | Executive | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise1 ($) | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting2 ($) | | | Frank M. Svoboda | 16,250 | 3 | 344,486 | 12,582 | 4 | 1,615,529 | 9 | | J. Matthew Darden | 0 | | 0 | 10,295 | 5 | 1,321,878 | 10 | | Thomas P. Kalmbach | 0 | | 0 | 7,435 | 6 | 954,654 | 11 | | Michael C. Majors | 0 | | 0 | 8,007 | 7 | 1,028,099 | 12 | | R. Brian Mitchell | 8,000 | | 218,275 | 7,435 | 8 | 954,654 | 13 | | Robert E. Hensley | 0 | | 0 | 0 | | 0 | |

  81. Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2024

    1 “Value Realized on Exercise” represents the difference between the fair value per share and the exercise price per share, multiplied by the number of shares underlying each option exercised. 2 “Value Realized on Vesting” represents the value of performance shares calculated by multiplying the number of vested shares by the closing price of Company common stock on the NYSE on the vesting date or, if vesting occurred on a day upon which the NYSE was closed for trading, the preceding trading day. 3 Executive retained 1,910 shares in a "sell to cover" option exercise. 4 Executive acquired shares on February 28, 2024 vesting and issuance of performance shares upon certification by the Compensation Committee of attainment of performance objectives at a payout level above target with respect to the 2021 - 2023 performance period. Executive surrendered to the Company 4,966 of such vested performance shares in payment of withholding taxes due. 5 Executive acquired shares on February 28, 2024 vesting and issuance of performance shares upon certification by the Compensation Committee of attainment of performance objectives at a payout level above target with respect to the 2021 - 2023 performance period. Executive surrendered to the Company 4,066 of such vested performance shares in payment of withholding taxes due. 6 Executive acquired shares on February 28, 2024 vesting and issuance of performance shares upon certification by the Compensation Committee of attainment of performance objectives at a payout level above target with respect to the 2021 - 2023 performance period. Executive surrendered to the Company 2,926 of such vested performance shares in payment of withholding taxes due. 7 Executive acquired shares on February 28, 2024 vesting and issuance of performance shares upon certification by the Compensation Committee of attainment of performance objectives at a payout level above target with respect to the 2021 - 2023 performance period. Executive surrendered to the Company 3,151 of such vested performance shares in payment of withholding taxes due. 8 Executive acquired shares on February 28, 2024 vesting and issuance of performance shares upon certification by the Compensation Committee of attainment of performance objectives at a payout level above target with respect to the 2021 - 2023 performance period. Executive surrendered to the Company 2,108 of such vested performance shares in payment of withholding taxes due. 9 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $637,634. 10 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $522,074. 11 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $375,698. 12 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $404,588. 13 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $270,667.

  82. Pension Benefits at December 31, 2024

    Pension Benefits at December 31, 2024 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), 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.

  83. Pension Benefits at December 31, 2024

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit* ($) | Payments During Last Fiscal Year ($) | | Frank M. Svoboda | Pension Plan | 21 | 1,811,438 | 0 | | | SERP | 21 | 4,386,884 | 0 | | J. Matthew Darden | Pension Plan | 10 | 510,814 | 0 | | | SERP | 10 | 1,257,720 | 0 | | Thomas P. Kalmbach | Pension Plan | 6 | 460,199 | 0 | | | SERP | 6 | 665,672 | 0 | | Michael C. Majors | Pension Plan | 30 | 1,919,960 | 0 | | | SERP | 30 | 2,832,114 | 0 | | R. Brian Mitchell | Pension Plan | 36 | 1,893,486 | 0 | | | SERP | 36 | 2,553,309 | 0 | | Robert E. Hensley | Pension Plan | 4 | 279,239 | 0 | | | SERP | 4 | 412,816 | 0 |

  84. Pension Benefits at December 31, 2024

    * Present value of accumulated benefits is calculated using the December 31, 2024 ASC 715 disclosure assumptions as follows: (a) discount rate of 5.81% for the Pension Plan benefits; (b) discount rate of 5.81% 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 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 2024, $275,000). 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 2024, $345,000), not on the 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 18 executives of the Company and its subsidiaries, including each of the NEOs, to participate in the SERP on February 28, 2024.

  85. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Historically, the Company and its subsidiaries have not had employment contracts, severance agreements, salary continuation agreements or severance plans with the NEOs. In November 2024, consistent with market practice, the Company adopted the Globe Life Inc. Executive Severance Plan, which provides certain severance benefits to eligible participants, including the NEOs. None of the NEOs participated in the Executive Severance Plan prior to 2025. The discussion below describes the Company's potential payments upon termination or change in control as of December 31, 2024 and, as such, does not reflect any benefits associated with the Executive Severance Plan, as none were available on that date. Potential payments and benefits not generally available to all salaried employees may be made to the NEOs:

  86. Potential Payments upon Termination or Change in Control

    | • | upon termination of employment, in connection with stock options issued under the 2011 Plan and 2018 Plan; | | • | 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 Agreement; | | • | upon termination of their employment in the executive’s chosen form of annuitized payment under the SERP; and | | • | upon death, if still employed by the Company, under a death benefit only plan. |

  87. 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:

  88. Potential Payments upon Termination or Change in Control

    | • | the triggering event (termination of employment, retirement, or change in control) occurred on December 31, 2024; | | • | the per share price of Company stock is $111.52, which was the closing price of the stock on December 31, 2024; | | • | the ages of the NEOs as of December 31, 2024 were Frank M. Svoboda (age 63), J. Matthew Darden (age 53); Thomas P. Kalmbach (age 60); Michael C. Majors (age 62); R. Brian Mitchell (age 61); and Robert E. Hensley (age 57); and | | • | the NEOs’ salaries and non-equity incentive plan compensation are what is reflected for them in the Summary Compensation Table. |

  89. Potential Payments upon Termination or Change in Control

    | Treatment of Equity upon Termination of Employment (Non-Change in Control) |

  90. Potential Payments upon Termination or Change in Control

    Termination of Employment – Stock Options 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:

  91. Potential Payments upon Termination or Change in Control

    | Voluntary Termination* | Involuntary Termination without Cause* | Termination for Cause^ | 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 |

  92. Potential Payments upon Termination or Change in Control

    * Under Age 55 ^ 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. Termination of Employment – Performance Shares 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. 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. Termination of Employment – Restricted Stock Units The Company's currently outstanding restricted stock unit awards provide that if the executive's employment terminates prior to the vesting date (the third anniversary of the grant date) because of death or disability, the executive's restricted stock units will vest and become non-forfeitable on such date. Restricted Stock Unit awards provide for the payment of a prorated award in the case of the executive's retirement after the Grantee has attained the age of 60 (33.33% of the restricted stock units vesting upon retirement after the first anniversary of the grant date and 66.67% of the restricted stock units vesting upon retirement after the second anniversary of the grant date). Currently, the executive's restricted stock unit awards contain non-competition, non-solicitation and confidentiality provisions applicable upon the executive's separation from employment for any reason for a two-year period from the date of separation. Termination of Employment – Equity Award Realized Values as of December 31, 2024 The following table sets out values for outstanding “in the money” stock options, performance share awards, and restricted stock unit awards that would have been realized by the NEOs as of December 31, 2024 in the termination of employment situations discussed above.

  93. Potential Payments upon Termination or Change in Control

    | Name | Award Type | Voluntary Termination ($) | Involuntary Termination Without Cause ($) | Early Retirement ($) | Retirement at or after Age 60 ($) | Normal Retirement ($) | Disability/Death ($) | | Frank M. Svoboda | Stock Options | | | | 5,146,050 | | 5,146,050 | | | Performance Shares | | | | 2,944,128 | | 4,906,880 | | | Restricted Stock Units | | | | 125,261 | | 766,142 | | J. Matthew Darden | Stock Options | 2,973,393 | 3,242,818 | | | | 3,242,818 | | | Performance Shares | | | | | | 4,906,880 | | | Restricted Stock Units | | | | | | 766,142 | | Thomas P. Kalmbach | Stock Options | | | | 1,129,450 | | 1,129,450 | | | Performance Shares | | | | 205,197 | | 2,051,968 | | | Restricted Stock Units | | | | 51,294 | | 488,458 | | Michael C. Majors | Stock Options | | | | 1,193,990 | | 1,193,990 | | | Performance Shares | | | | 776,179 | | 1,940,448 | | | Restricted Stock Units | | | | 47,949 | | 286,607 | | R. Brian Mitchell | Stock Options | | | | 2,095,060 | | 2,095,060 | | | Performance Shares | | | | 370,246 | | 1,851,232 | | | Restricted Stock Units | | | | 49,064 | | 281,030 | | Robert E. Hensley | Stock Options | | | 273,570 | | | 273,570 | | | Performance Shares | | | | | | 1,628,192 | | | Restricted Stock Units | | | | | | 534,181 |

  94. Potential Payments upon Termination or Change in Control

    The Company will provide a life insurance benefit to certain of the NEOs during their respective lifetimes, effective in each instance upon the later of the executive's 65th birthday or his retirement date, with coverage equal to the designated percentage shown below of an amount equal to two times the executive’s salary and bonus earned in his final year of employment prior to retirement, less $5,000; provided, however, that the insurance benefit will in no case exceed $495,000.

  95. Potential Payments upon Termination or Change in Control

    | Employee’s Age Nearest Birthday at Date of Retirement | Percentage of Benefit Amount | | 55 | 65% | | 56 | 70% | | 57 | 75% | | 58 | 80% | | 59 | 85% | | 60 | 90% | | 61 | 95% | | 62 or over | 100% |

  96. Potential Payments upon Termination or Change in Control

    Based upon a hypothetical retirement date of December 31, 2024, Messrs. Majors and Mitchell would each have $495,000 in life insurance coverage under his Retirement Life Insurance Agreement. Each such individual would be issued an insurance policy by a Company subsidiary with a face amount equal to his insurance coverage. Messrs. Darden, Svoboda, Kalmbach and Hensley are not covered by a Retirement Life Insurance Agreement.

  97. Potential Payments upon Termination or Change in Control

    | Supplemental Executive Retirement Plan |

  98. Potential Payments upon Termination or Change in Control

    No benefits will be paid under the Supplemental Executive Retirement Plan (SERP) upon retirement unless the participant is 55 years old and has at least ten years of service with the Company or its subsidiaries (60 years old and at least seven years of service, in the case of Mr. Hensley). However, for employees becoming participants on or after November 1, 2020, the Compensation Committee may on a case-by-case basis, at 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. Assuming the NEOs retired on December 31, 2024, Messrs. Svoboda, Majors and Mitchell would be entitled to receive benefits under the terms of the SERP since they were at least age 55 and had at least ten years of service with the Company or its subsidiaries on that date, but Messrs. Darden, Kalmbach and Hensley would not be eligible to receive SERP benefits. The annual benefits payable as of December 31, 2024 for the NEOs listed below are as follows:

  99. Potential Payments upon Termination or Change in Control

    | Name | SERP Benefits as of December 31, 2024 ($) | | | Frank M. Svoboda | | 401,419 | | Michael C. Majors | | 282,874 | | R. Brian Mitchell | | 282,045 |

  100. Potential Payments upon Termination or Change in Control

    | Death Benefit Only Plan |

  101. Potential Payments upon Termination or Change in Control

    A Death Benefit Only Plan (Plan) benefit is applicable for each NEO who is a Plan participant. Under the terms of the Plan, the NEO’s beneficiary will receive two times the NEO’s base salary, up to a maximum of $500,000, if the NEO is an active employee of the Company at the time of death.

  102. Potential Payments upon Termination or Change in Control

    | Treatment of Equity upon Change in Control |

  103. Potential Payments upon Termination or Change in Control

    The 2018 Plan (and the 2011 Plan, as applicable) provides that: (1) in case of a change in control where the new controlling person does not assume or equitably substitute stock options, performance shares, or restricted stock units, all outstanding options become fully exercisable, 100% of the target awards of performance shares are deemed earned and are paid out on a pro-rata basis based upon the length of time within the performance period prior to the change in control, and restricted stock units will vest and become non-forfeitable; and (2) in the case of a change in control where the new controlling person assumes or equitably substitutes stock options, performance shares, or restricted stock units, if a participant’s employment is terminated without cause or the participant terminates for good reason within two years (three years in the case of restricted stock units) after the effective date of the change in control, all outstanding options are fully exercisable, 100% of the target awards of performance shares are deemed earned and are paid out on a pro-rata basis based upon the length of time within the performance period prior to the date of termination, and restricted stock units will vest and become non-forfeitable. For purposes of the 2018 Plan (and the 2011 Plan), a “change in control” generally consists of any one of the following events: (i)An acquisition of 25% or more of the Company’s voting securities, but not including: •an acquisition by a person who on the plan’s effective date (April 26, 2018 for the 2018 Plan, April 28, 2011 for the 2011 Plan) was the beneficial owner of 25% or more the Company’s voting securities; •an acquisition of securities by or from the Company; •an acquisition of securities by a Company employee benefit plan; or •an acquisition of securities by a successor corporation pursuant to a transaction which complies with the exception to clause (iii) below. (ii)Individuals serving on the Company’s Board on the effective dates of the 2018 Plan (or the 2011 Plan, as applicable) cease to constitute a majority of the Board (with an exception for individuals whose election or nomination was approved by a majority of the then incumbent board, outside the context of an election contest). (iii)A reorganization, merger or consolidation of the Company, or a sale of all or substantially all of the Company’s assets, unless, following any such transaction: •all or substantially all of the Company’s shareholders prior to the transaction own more than 50% of the voting stock of the Company or its successor in substantially the same proportions as their ownership of the Company’s voting stock prior to the transaction; •no person (excluding any successor corporation or any employee benefit plan of the Company or a successor corporation) acquires 25% or more of the voting securities of the Company or its successor as a result of the transaction, except to the extent that such ownership existed prior to the transaction; and •a majority of the members of the Board of the Company or its successor following the transaction were members of the Company’s Board prior to the transaction. (iv)The Company’s shareholders approve a complete liquidation or dissolution of the Company. Assuming that the change in control occurred on December 31, 2024, the NEOs would have the following intrinsic option values and values for their unissued performance shares and restricted stock units awarded under the 2018 Plan (or 2011 Plan, as applicable):

  104. Potential Payments upon Termination or Change in Control

    | Name | Stock Options ($) | Unissued Performance Shares ($) | Restricted Stock Units ($) | | Frank M. Svoboda | 5,146,050 | 4,906,880 | 766,142 | | J. Matthew Darden | 3,242,818 | 4,906,880 | 766,142 | | Thomas P. Kalmbach | 1,129,450 | 2,051,968 | 488,458 | | Michael C. Majors | 1,193,990 | 1,940,448 | 286,607 | | R. Brian Mitchell | 2,095,060 | 1,851,232 | 281,030 | | Robert E. Hensley | 237,570 | 1,628,192 | 534,181 |

  105. 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.

  106. 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 | | | | 2024 | 8,727,298 | 8,459,166 | 8,325,936 | 8,130,606 | 3,137,068 | 2,871,391 | 111 | 172 | 1,070,762 | 12.37 | | 2023 | 7,206,071 | 6,860,896 | 5,959,091 | 6,043,409 | 2,860,823 | 2,177,294 | 120 | 143 | 970,755 | 10.65 | | 2022 | 8,905,419 | 8,871,217 | 19,165,333 | 19,247,538 | 3,081,295 | 6,745,194 | 118 | 137 | 894,386 | 9.71 | | 2021 | 8,353,754 | 8,323,666 | 6,084,819 | 6,060,050 | 2,906,877 | 2,237,094 | 91 | 124 | 1,031,114 | 9.63 | | 2020 | 9,158,910 | 8,443,364 | 2,393,755 | 2,405,315 | 3,315,803 | 1,441,879 | 91 | 91 | 731,773 | 6.88 |

  107. 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 2020 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 and 2024; for Messrs. Coleman (PEO-1) and Hutchinson (PEO-2) for 2020 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 and 2024; Messrs. Svoboda, Darden, Majors, and Steven K. Greer for 2021 and 2022; and Messrs. Svoboda, Darden, Greer, and W. Michael Pressley for 2020. To calculate CAP, the following amounts were deducted or added to the SCT Total in the tables below for PEO-1 and PEO-2. 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 and 2024 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 2020 were Messrs. Svoboda, Darden, Greer, and W. Michael Pressley. 4 Calculated based on $100 invested as of market close on December 31, 2019, 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, 2024. 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.

  108. 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 ($) | | | 2024 | 8,727,298 | (1,235,456) | 199,498 | 821,419 | (368,244) | 181,421 | 8,325,936 | | 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 |

  109. 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 ($) | | | 2024 | 8,459,166 | (1,235,456) | 199,498 | 681,413 | (138,054) | 164,039 | 8,130,606 | | 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 |

  110. 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 ($) | | | 2024 | 3,137,068 | (387,301) | 40,932 | 352,764 | (398,616) | 126,544 | 2,871,391 | | 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 |

  111. Pay Versus Performance

    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 generally 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 generally expect CAP to vary with changes in share price. From 2023 to 2024, the increase in CAP was largely due to increasing fair value of equity awards for the period in addition to performance metrics that were achieved at or above target resulting in a higher payout factor. CAP was in-line with the compensation reported on the SCT, primarily as a result of an increase in the fair value of equity-based awards granted in prior years but vested in the current year. In 2024, the decline in TSR was the result of a decrease in the Company share price that occurred following the equity compensation award date. 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. In 2022, CAP increased significantly when compared to compensation presented in the SCT, largely as a result of a 29% increase in TSR, thus increasing the fair value of equity-based awards for the period. 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 performance objectives on new awards in 2021 and 2022 excluded the effect of COVID-19 related 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. 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 Reconciliation for definitions of non-GAAP measures utilized herein. 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 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 restated 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 and 2024, CAP remained in-line with the total compensation presented on the SCT, despite the increased operating EPS and net income in both 2023 and 2024, since CAP is more impacted by changes in share price. In 2023, the share price remained relatively unchanged and in 2024, we saw an increase in share price at grant date. The six 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 Reconciliation for definitions of non-GAAP measures utilized herein.

  112. Pay Versus Performance

    | Book Value Per Share, excluding AOCI* | | Total Premium | | First-Year Collected Premium | | Net Operating Income ROE | | Underwriting income | | Operating EPS | | * 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. |

  113. 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 2024, our last completed fiscal year: •The annual total compensation of the Company's Co-CEO6 was $8,741,234, 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 $56,413. Based on this information, for 2024, 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 155 to 1.7 The difference in comparison to the ratio for 2023 (118 to 1) largely appears to be the result of a smaller change in pension value for the median employee than in 2023, as well as increases in the CEO's stock and option awards, and non-equity incentive plan compensation under the MIP, for 2024. 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. For 2024, for purposes of our pay ratio calculation, we used the same median employee (a U.S. resident full-time employee) as identified for 2023. This approach was deemed appropriate because there were no changes in our employee population or employee compensation arrangements that we believed would significantly impact our pay ratio disclosure. Additional information regarding the methodology used by the Company to identify its employee population and the "median employee" for 2023 (which is the same methodology relied upon for 2024, given that the median employee did not change) may be found in the "CEO Pay Ratio" section of the Company's Proxy Statement filed on March 18, 2024, available on the Company's website at https://investors.globelifeinsurance.com under Annual Reports, 10-K, and Proxy Statements.

  114. CEO Pay Ratio

    | Calculation of Annual Total Compensation and CEO Pay Ratio |

  115. CEO Pay Ratio

    •To determine the annual total compensation of the Company's Co-CEO, we used the total compensation amount ($8,727,298) reflected in the 2024 Summary Compensation Table included in this Proxy Statement, then added non-cash compensation consisting of Company-paid healthcare benefits.8 •We then combined all of the elements of the median employee’s compensation for 2024, 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,9 in order to arrive at the “median employee’s” annual total compensation amount ($56,413). •Finally, we calculated the ratio of the annual total compensation paid to the Company's Co-CEO to that of the median employee (CEO pay ratio) based upon these results. The resulting ratio is a reasonable estimate calculated in a manner consistent with 402(u) of Regulation S-K. 6 Because the Company operated with Co-CEOs during 2024, the annual total compensation of Co-CEO Frank M. Svoboda (referenced herein as "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. 7 Using the annual total compensation of Mr. Darden, the other Co-CEO, for calculation purposes would have resulted in a ratio of 150 to 1. 8 Company-paid healthcare benefits, totaling $13,936, were included in the calculation of the annual total compensation of the Company's Co-CEO for 2024. 9 Company-paid healthcare benefits, totaling $6,396, were included in the calculation of the median employee's annual total compensation for 2024.

  116. 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.

  117. 2024 DIRECTOR COMPENSATION

    2024 DIRECTOR COMPENSATION The table below summarizes the compensation paid by the Company to non-employee directors during the fiscal year ended December 31, 2024.

  118. 2024 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards1 ($) | Option Awards2,3 ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Linda L. Addison4 | 160,000 | 180,039 | 0 | 0 | 0 | 0 | 340,039 | | Marilyn A. Alexander | 100,000 | 0 | 180,023 | 0 | 0 | 0 | 280,023 | | Cheryl D. Alston | 116,667 | 180,039 | 0 | 0 | 0 | 0 | 296,706 | | Mark A. Blinn | 100,000 | 180,039 | 0 | 0 | 0 | 0 | 280,039 | | James P. Brannen | 120,000 | 180,039 | 0 | 0 | 0 | 0 | 300,039 | | Jane Buchan5 | 41,667 | 0 | 60,031 | 0 | 0 | 0 | 101,698 | | Alice S. Cho4 | 127,500 | 180,039 | 0 | 0 | 0 | 0 | 307,539 | | Steven P. Johnson4 | 127,500 | 180,039 | 0 | 0 | 0 | 0 | 307,539 | | David A. Rodriguez | 100,000 | 180,039 | 0 | 0 | 0 | 0 | 280,039 | | Mary E. Thigpen4 | 160,000 | 180,039 | 0 | 0 | 0 | 0 | 340,039 |

  119. 2024 DIRECTOR COMPENSATION

    1 The amounts presented in this column are computed in accordance with ASC 718 and represent the grant date fair values for 1,475 shares of restricted stock awarded to each of Mses. Addison, Alston, and Thigpen and Messrs. Blinn and Johnson on January 2, 2024; 1,475 RSUs awarded to each of Messrs. Brannen and Rodriguez, and Ms. Cho. 2 Aggregate outstanding option awards at fiscal year-end 2024 are as follows: for Ms. Alexander, 5,182 shares; Ms. Alston, 14,017 shares; and for Ms. Buchan, 19,828 shares. For Mses. Addison, Cho and Thigpen, and Messrs. Blinn, Brannen, Johnson and Rodriguez, 0 shares. 3 The amount presented in this column is computed in accordance with ASC 718 and represents the grant date fair value of the 5,182 stock options with an exercise price of $122.06 per share awarded on January 2, 2024 to Ms. Alexander and the 1,728 stock options with an exercise price of $122.06 per share awarded on January 2, 2024 to Ms. Buchan. 4 Includes one-time cash payment of additional fees to the Audit Committee Chair, other Audit Committee members, and the Lead Director (as discussed above). 5 Ms. Buchan retired from the Board on April 25, 2024.