DEF 14A of Globe Life Inc.
Filed Mar 19, 2026 · FY20250000320335-26-000135
TABLE OF CONTENTS
| 58 | Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2025 | | 59 | Pension Benefits at December 31, 2025 | | 60 | Potential Payments upon Termination or Change in Control | | 66 | Pay Versus Performance | | 70 | CEO Pay Ratio | | 71 | DIRECTOR COMPENSATION PHILOSOPHY | | 71 | PAYMENTS TO DIRECTORS | | 72 | 2025 DIRECTOR COMPENSATION | | 72 | PROPOSAL NUMBER 3 – Approval of Globe Life Inc. 2026 Incentive Plan | | 79 | RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS | | 79 | DELINQUENT SECTION 16(a) REPORTS | | 80 | STOCK OWNERSHIP | | 81 | PRINCIPAL SHAREHOLDERS | | 81 | PROPOSAL NUMBER 4 – Approval of Auditors | | 82 | AUDIT COMMITTEE REPORT | | 83 | PRINCIPAL ACCOUNTING FIRM FEES | | 83 | PRE-APPROVAL POLICY FOR ACCOUNTING FEES | | 84 | PROCEDURAL MATTERS | | 84 | Solicitation of Proxies | | 84 | Record Date, Voting Stock and Quorum | | 85 | Required Vote on Proposals | | 85 | OTHER BUSINESS | | 86 | MISCELLANEOUS INFORMATION | | 86 | Shareholder Proposals and Director Nominations for our 2027 Annual Meeting | | 86 | General | | A-1 | APPENDIX A – NON-GAAP RECONCILIATION | | B-1 | APPENDIX B – GLOBE LIFE INC. 2026 INCENTIVE PLAN | | 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, 2025, 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. | |
Director Nominees
Director Nominees
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 | 62 | February 2025 | ☑ | | Audit | | | Cheryl D. Alston Former Executive Director and Chief Investment Officer, ERF | 59 | February 2018 | ☑ | | Compensation (Chair) | | | Mark A. Blinn Former President and Chief Executive Officer, Flowserve Corporation | 64 | November 2021 | ☑ | | Compensation | | | James P. Brannen Retired Chief Executive Officer, FBL Financial Group, Inc. | 63 | November 2021 | ☑ | | Governance and Nominating (Chair) | | | Alice S. Cho Consultant to Ludwig Advisors LLC | 59 | February 2023 | ☑ | | Audit | | | J. Matthew Darden Co-Chairman and Chief Executive Officer of the Company | 55 | April 2023 | | | | | | Philip M. Jacobs Retired Principal, U.S. Insurance Tax Sector Leader, KPMG US | 65 | February 2025 | ☑ | | Audit | | | Derek T. Kan Vice President of Business Operations, Shopify Inc. | 47 | February 2026 | ☑ | | Audit | | | Sandra L. Phillips Senior Vice President Enterprise Integrity, Chief Legal Officer, Corporate Secretary and Chief Sustainability Officer, Toyota Motor North America Inc. | 60 | February 2026 | ☑ | | Governance and Nominating | | | David A. Rodriguez Retired Global Chief HR Officer, Marriott International | 67 | February 2023 | ☑ | | Governance and Nominating | | | Frank M. Svoboda Co-Chairman and Chief Executive Officer of the Company | 64 | April 2023 | | | | | | Mary E. Thigpen Self-employed Consultant | 66 | February 2018 | ☑ | | Audit (Chair) |
Director Nominees Snapshot
Director Nominees Snapshot
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, Cheryl D. Alston, Mark A. Blinn, James P. Brannen, Alice S. Cho, J. Matthew Darden, Philip M. Jacobs, Derek T. Kan, Sandra L. Phillips, 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 2027, and until his or her successor is elected and qualified. Upon their renomination as directors, all such directors tendered an irrevocable contingent resignation letter pursuant to the Company’s Director Resignation Policy. Linda L. Addison and Marilyn A. Alexander will retire from the Board, with over eight years and 13 years of Board service, respectively, at the Annual Meeting of Shareholders on April 30, 2026. 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 mid-2025, in light of the anticipated retirement of two directors in April 2026, 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 Board-specified criteria intended to add certain skills and expertise to the Board. After a thorough and inclusive search, candidate evaluations and interviews, the Board determined that Derek T. Kan and Sandra L. Phillips would best fit the current needs of the Board. As Vice President of Business Operations, Shopify Inc.; the former Deputy Director, White House Office of Management and Budget; and the former Secretary of Transportation for Policy, U.S. Department of Transportation, Mr. Kan brings to the Board highly-valued operational and technological innovation and implementation expertise. As the Chief Legal Officer for Toyota Motor North America; former Chief Litigation Counsel for Pfizer; and a former Partner with several top-tier law firms, Ms. Phillips possesses significant legal, regulatory and operational experience, which enhances the Board's competencies in areas of vital importance to the Company. 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 26, 2025, the number of directors was set at 12 persons. On February 25, 2026, the Board determined to increase the number of directors to 14 persons, to accommodate the appointments of Mr. Kan and Ms. Phillips on such date. At that time, the Board further decided to reduce the number of directors from 14 to 12 persons effective immediately upon the retirements of Linda L. Addison and Marilyn A. Alexander from the Board, 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.
Election of Directors
| The Board of Directors recommends that shareholders vote FOR the election of these 12 nominees as directors |
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.
Director Nominee Skills and Qualifications
| Skills and Qualifications | | Relevance to Globe Life Inc. | | | | Accounting/Financial | | Provides an understanding of accounting and financial concepts fundamental to the Board's oversight of our financial affairs and evaluation of our operational and financial results. | | | Business Operations | | Supports the Board's understanding of the broad operational issues affecting our business, including sales, marketing, customer service, claims, underwriting, financial reporting, accounting and related support functions. | | | Capital Markets | | Informs the Board's oversight of our capital structure and financial strategies, including dividends, stock repurchases and prospective mergers and acquisitions. | | | CEO/Other High-Level Senior Management Running Large Organizations | | Enables the Board to benefit from experience leading complex organizations and a practical understanding of decision-making required to drive sustainable financial/operational results. | | | Enterprise Risk Management | | Facilitates the Board's oversight of current and emerging risks that could materially impact our business and ultimately shareholder value. | | | Human Capital Management | | Helps the Board in guiding management's efforts to recruit, retain and develop talented professionals, and to seamlessly integrate them into our corporate culture, in order to drive superior performance. | | | Information Technology/Information Security | | Enhances the Board's ability to oversee technology risks and issues associated with information systems critical to ensuring our business continues to operate in an efficient and resilient manner. | | | Insurance Industry/ Financial Services | | Enhances the Board's understanding of the financial, legal and regulatory issues regularly encountered by an insurance holding company with multiple insurance subsidiaries. | | | Investments | | Increases the Board's knowledge of investment management concepts essential for overseeing investment management activities associated with our substantial portfolio of invested assets. | | | Legal/Regulatory/Compliance | | Supports the Board's oversight of legal, regulatory, and compliance risks inherent in operating within a heavily regulated industry. | | | Marketing/Advertising | | Provides expertise in marketing, advertising and digital channels relevant to the Company's consumer-driven business, supporting alignment of marketing and branding efforts with long-term strategic objectives. | | | Other Public Company Board Service | | Enhances the Board's perspectives on corporate governance practices and key issues affecting public companies such as ours. | | | Sales Management | | Enhances the Board’s ability to evaluate our sales programs/initiatives aimed at developing and maintaining our various sales distribution systems in order to grow sales and profits. | | | Strategic Planning | | Informs the Board's oversight of management's development and execution of our long-term corporate strategy and strategic priorities. |
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.
Director Nominee Skills Matrix
| | | Adams | Alston | Blinn | Brannen | Cho | Darden | Jacobs | Kan | Phillips | Rodriguez | Svoboda | Thigpen | | Skills and Qualifications | | | | | | | | | | | | | | | 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] | | 1 | 8 | 4 | 4 | 3 | 3 | 1 | 0 | 0 | 3 | 3 | 8 | | Age | | 62 | 59 | 64 | 63 | 59 | 55 | 65 | 47 | 60 | 67 | 64 | 66 | | Gender [Male (M), Female (F)] | | M | F | M | M | F | M | M | M | F | M | M | F | | Race/Ethnicity | African American/Black | | • | | | | | | | • | | | | | | Hispanic/Latino | | | | | | | | | | • | | | | | Caucasian/White | • | | • | • | | • | • | | | | • | • | | | Asian | | | | | • | | | • | | | | |
Director Nominee Profiles
Director Nominee Profiles
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 Current Public Company Directorships •Member, Board of Directors, Fidelis Insurance Holdings Ltd. (NYSE: FIHL) (2023–present) Former Public Company Directorships (2021–2025) 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 62 | | | | DIRECTOR SINCE February 2025 | | | | BOARD COMMITTEE Audit | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Insurance Industry/ Financial Services | | | Business Operations | | Legal/Regulatory/Compliance | | | Capital Markets | | Other Public Company Board Service | | | CEO/Other High-Level Senior Management Running Large Organizations | | Strategic Planning | | | Enterprise Risk Management | | |
Director Nominee Profiles
| | Cheryl D. Alston Former 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 (2004–2025) •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 Current Public Company Directorships Member, Board of Trustees, Janus Henderson Mutual Fund (NYSE: JHG) (2022–present) Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •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, Tides Center (2018–2025) •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 59 | | | | DIRECTOR SINCE February 2018 | | | | BOARD COMMITTEE Compensation (Chair) | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Insurance Industry/ Financial Services | | | Business Operations | | Investments | | | Capital Markets | | Marketing/Advertising | | | CEO/Other High-Level Senior Management Running Large Organizations | | Strategic Planning | | | Enterprise Risk Management | | |
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 Current Public Company Directorships •Member and Non-Executive Chair, Board of Directors, Qnity Electronics, Inc. (NYSE: Q) (2025–present) •Member, Board of Directors, Emerson Electric Co. (NYSE: EMR) (2019–present) •Member, Board of Directors, Texas Instruments Incorporated (NASDAQ: TXN) (2013–present) Former Public Company Directorships (2021–2025) •Member, Board of Directors, Leggett & Platt, Incorporated (NYSE: LEG) (2019–2025) •Member, Board of Directors, Kraton Corporation (formerly NYSE: KRA) (2017-2021) Other Notable Professional Affiliations •Member, Southern Methodist University Cox Executive Board •Member, Board of Advisors, Cardone Industries (2020–2023) Education/Certifications •B.S., Southern Methodist University •M.B.A., Southern Methodist University •J.D., Southern Methodist University •Chartered Financial Analyst (CFA) designation | | | AGE 64 | | | | DIRECTOR SINCE November 2021 | | | | BOARD COMMITTEE Compensation | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Information Technology/Information Security | | | Business Operations | | Insurance Industry/ Financial Services | | | Capital Markets | | Investments | | | CEO/Other High-Level Senior Management Running Large Organizations | | Other Public Company Board Service | | | Enterprise Risk Management | | Strategic Planning | | | Human Capital Management | | |
Director Nominee Profiles
| | James P. Brannen Retired Chief Executive Officer, FBL Financial Group, Inc. | ☑ Independent | | | Reasons for Nomination With nearly 30 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 Current Public Company Directorships None Former Public Company Directorships (2021–2025) •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 63 | | | | DIRECTOR SINCE November 2021 | | | | BOARD COMMITTEE Governance and Nominating (Chair) | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Investments | | | Business Operations | | Marketing/Advertising | | | Capital Markets | | Other Public Company Board Service | | | CEO/Other High-Level Senior Management Running Large Organizations | | Sales Management | | | Enterprise Risk Management | | Strategic Planning | | | Insurance Industry/ Financial Services | | |
Director Nominee Profiles
| | Alice S. Cho Consultant to Ludwig Advisors LLC | ☑ 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 •Consultant to Ludwig Advisors LLC, a strategic and regulatory advisory firm to financial institutions (2026–present) •Senior Advisor to Boston Consulting Group (2021–2025) •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 Current Public Company Directorships •Member, Board of Directors, First Interstate BancSystem (NASDAQ: FIBK) (2020–present) Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •Board Advisor to Revolut (US) (2026 - present) •Member, The University of Chicago, Harris Council (2021–present) •Member, Council of Korean-Americans (2021–present) •Founding Member, Extraordinary Women on Boards (2021–present) Education/Certifications •B.A. in Economics, Whitman College •A.M. in Public Policy, University of Chicago (Sloan Fellow) •Harvard Business School Executive Education | | | AGE 59 | | | | DIRECTOR SINCE February 2023 | | | | BOARD COMMITTEE Audit | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Insurance Industry/ Financial Services | | | Business Operations | | Legal/Regulatory/Compliance | | | CEO/Other High-Level Senior Management Running Large Organizations | | Other Public Company Board Service | | | Enterprise Risk Management | | Strategic Planning | | | Information Technology/Information Security | | |
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 Current Public Company Directorships None Former Public Company Directorships (2021–2025) 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 55 | | | DIRECTOR SINCE April 2023 | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Insurance Industry/ Financial Services | | | Business Operations | | Investments | | | Capital Markets | | Legal/Regulatory/Compliance | | | CEO/Other High-Level Senior Management Running Large Organizations | | Marketing/Advertising | | | Enterprise Risk Management | | Sales Management | | | Human Capital Management | | Strategic Planning | | | Information Technology/Information Security | | |
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 Current Public Company Directorships None Former Public Company Directorships (2021–2025) 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 65 | | | | DIRECTOR SINCE February 2025 | | | | BOARD COMMITTEE Audit | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Human Capital Management | | | Business Operations | | Insurance Industry/ Financial Services | | | Capital Markets | | Investments | | | CEO/Other High-Level Senior Management Running Large Organizations | | Legal/Regulatory/Compliance | | | Enterprise Risk Management | | Strategic Planning |
Director Nominee Profiles
| | Derek T. Kan Vice President of Business Operations, Shopify Inc. | ☑ Independent | | | Reasons for Nomination As Vice President of Business Operations, Shopify Inc., and the former Chief Business Officer of Deliverr, Inc., Mr. Kan has acquired valuable experience in the areas of innovation and the implementation of new technologies. In addition, his service as Vice Chairman of the U.S. Postal Service Board of Governors, together with his prior senior roles at the White House Office of Management and Budget and the U.S. Department of Transportation, provide the Board with a unique perspective on financial oversight and regulatory matters. Select Business Experience •Vice President of Business Operations, Shopify Inc., a global e-commerce technology company (2022–present) (following Shopify's acquisition of Deliverr, Inc.) •Chief Business Officer, Deliverr, Inc., an e-commerce fulfillment company (2020–2022) •Federal Government Service (various roles) ▪Deputy Director, White House Office of Management and Budget (2020) ▪Under Secretary of Transportation for Policy, U.S. Department of Transportation (2017–2019) Other Current Public Company Directorships •Member, Board of Directors, Toll Brothers, Inc. (NYSE: TOL) (2021–present) Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •Vice Chairman/Governor, U.S. Postal Service Board of Governors (2022–present) •Senior Advisor, Oaktree Capital Group (2021–present) •Member, Board of Directors, Amtrak (2016–2019) Education/Certifications •B.S., University of Southern California •M.S., London School of Economics •M.B.A., Stanford Graduate School of Business | | | AGE 47 | | | | DIRECTOR SINCE February 2026 | | | | BOARD COMMITTEE Audit | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Investments | | | Business Operations | | Legal/Regulatory/Compliance | | | Capital Markets | | Marketing/Advertising | | | CEO/Other High-Level Senior Management Running Large Organizations | | Other Public Company Board Service | | | Enterprise Risk Management | | Sales Management | | | Information Technology/Information Security | | Strategic Planning | | | Insurance Industry/ Financial Services | | |
Director Nominee Profiles
| | Sandra L. Phillips Senior Vice President Enterprise Integrity, Chief Legal Officer, Corporate Secretary and Chief Sustainability Officer, Toyota Motor North America Inc. | ☑ Independent | | | Reasons for Nomination Ms. Phillips provides the Board with strong expertise in legal, regulatory and operational matters gained through her senior leadership roles at Toyota Motor North America. Her experience overseeing compliance, governance and enterprise risk functions supports the Board's oversight responsibilities and informs its consideration of regulatory and operational risk. Select Business Experience •Toyota Motor North America Inc., Plano, TX (2012–present) ▪SVP Enterprise Integrity, Chief Legal Officer, Corporate Secretary and Chief Sustainability Officer (2025–present) ▪SVP Corporate Resources, General Counsel, Chief Legal Officer and Corporate Secretary (2023–2025) ▪SVP Corporate Resources, General Counsel, Chief Legal Officer and Chief Diversity Officer (2022–2023) ▪Group VP, General Counsel, Chief Legal Officer and Chief Diversity Officer (2019–2022) ▪Group VP, General Counsel, Chief Legal Officer and Corporate Secretary (2017–2019) ▪Group VP, General Counsel and Chief Legal Officer (2015–2017) •Partner, Morgan, Lewis & Bockius, Houston, TX (2008–2012) •SVP and Associate General Counsel, Chief Litigation Counsel, Pfizer, New York, NY (2004–2008) •Partner, Shook, Hardy & Bacon L.L.P., Houston, TX (1995–2004) Other Current Public Company Directorships •Member, Board of Directors, MSA Safety Inc. (NYSE: MSA) (2017–present) Former Public Company Directorships (2021–2025) •Member, Board of Directors, The Chemours Company (NYSE: CC) (2021–2024) Other Notable Professional Affiliations •Commissioner, Texas Access to Justice Commission (2024–present) •Director, Southern Methodist University Tate Lecture Series (2021–present) •Member, Board of Directors, United Way of Metropolitan Dallas (2015–present) •Trustee, University of Texas Law School Foundation (2015–present) •Co-Founder, Center for Women in Law, University of Texas School of Law (2011–present) Education/Certifications •Bachelor of Journalism, University of Texas at Austin •J.D., University of Texas School of Law •CERT Certificate in Cybersecurity Oversight | | | AGE 60 | | | | DIRECTOR SINCE February 2026 | | | | BOARD COMMITTEE Governance and Nominating | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Information Technology/Information Security | | | Business Operations | | Legal/Regulatory/Compliance | | | Capital Markets | | Marketing/Advertising | | | CEO/Other High-Level Senior Management Running Large Organizations | | Other Public Company Board Service | | | Enterprise Risk Management | | Sales Management | | | Human Capital Management | | Strategic Planning |
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 Current Public Company Directorships •American Woodmark Corporation (2020–present) Former Public Company Directorships (2021–2025) 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 •Fellow, American Psychological Association | | | AGE 67 | | | | DIRECTOR SINCE February 2023 | | | | BOARD COMMITTEE Governance and Nominating | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Business Operations | | Other Public Company Board Service | | | CEO/Other High-Level Senior Management Running Large Organizations | | Strategic Planning | | | Human Capital Management | | |
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 (2005–2012) •KPMG LLP, a Big Four accounting firm (1984–2003) ▪Partner, Insurance Tax (1998–2003) ▪Various other positions (1984–1998) Other Current Public Company Directorships None Former Public Company Directorships (2021–2025) 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 64 | | | DIRECTOR SINCE April 2023 | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Information Technology/Information Security | | | Business Operations | | Insurance Industry/ Financial Services | | | Capital Markets | | Investments | | | CEO/Other High-Level Senior Management Running Large Organizations | | Legal/Regulatory/Compliance | | | Enterprise Risk Management | | Strategic Planning | | | Human Capital Management | | |
Director Nominee Profiles
| | Mary E. Thigpen Self-employed Consultant | ☑ Independent | | | Reasons for Nomination Ms. Thigpen provides the Board with extensive and diverse expertise in technology, artificial intelligence, cybersecurity, digital commerce, systemic risk management, corporate governance, and international business. Her core competencies in Board oversight have been developed through her service as Chief Executive Officer of OpsDataStore and North Plains, LLC, senior leadership positions at Cox Communications, BearingPoint, Arthur Andersen LLP and Hewlett-Packard Company, and work with clients through her consultancy practice. Select Business Experience •Self-employed consultant providing advisory services in digital transformation strategies for emerging technologies, technology governance 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, a digital asset management platform (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 Andersen Business Consulting (1998–2002) •Various global sales, marketing and product innovation and management positions, Hewlett-Packard Company (1982–1998) Other Current Public Company Directorships None Former Public Company Directorships (2021–2025) •Member, Board of Directors, Hope Bancorp, Inc. (NASDAQ: HOPE) (2021–2024) 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) •Member, Board of Directors, OPUS Bank (NASDAQ: OPB) (2019–2020) Education/Certifications •B.S. in Mathematical and Computer Science, Clemson University | | | AGE 66 | | | | DIRECTOR SINCE February 2018 | | | | BOARD COMMITTEE Audit (Chair) | | |
Director Nominee Profiles
| Skills and Qualifications | | | | | | Accounting/Financial | | Insurance Industry/ Financial Services | | | Business Operations | | Marketing/Advertising | | | CEO/Other High-Level Senior Management Running Large Organizations | | Other Public Company Board Service | | | Enterprise Risk Management | | Sales Management | | | Information Technology/Information Security | | Strategic Planning |
Executive Summary
| Outcomes from 2025 Incentive Plans | | Strong operational performance and earnings growth resulted in incentive plans paying above target for the performance period ending December 31, 2025. | | • | 2025 MIP Corporate Factor = 112.7% of target | | | • | Performance Share Units for 2023-2025 = 184.2% of target | | | Average Co-CEO Actual Compensation | | For 2025, realized pay* was below 2025 target pay despite strong TSR performance due to the high proportion of long-term incentives in the Co-CEOs' pay that will vest in future years. | | • | Realized pay of $7,531,664 was 89% of target pay | | | | | *Realized pay reflects base salary + annual incentive paid + stock vested and stock options exercised in 2025. |
Executive Summary
| What Changed | | How it Changed | | Rationale for Change | | Adopted market-aligned, double trigger Change in Control (CIC) severance policy for a group of executives | ▲ | Prior to 2025, none of the NEOs had CIC or formal severance agreements | ▲ | Aligns with competitive market practice - Globe Life was the only company in the peer group without CIC agreements | | Granted performance shares and restricted share units with dividend equivalents which accrue and pay out on vested awards | ▲ | Prior to 2025, unvested awards did not accrue dividend equivalents | ▲ | Aligns with competitive market practice and reflects the full shareholder experience during the vesting period |
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 in control vesting of cash severance or unvested 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 in Control | ☒ | No hedging or pledging of Globe Life stock by officers or directors |
Executive Summary
| | Form of Payment | Vesting/ Performance Period | 2025 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 •Other 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 | •17 participants (including NEOs) in 2025 •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 |
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 | | | | | |
Our Structure for Setting Executive Compensation
| Compensation Committee | Management | Independent Compensation Consultant | | The Committee is responsible for overseeing the compensation programs 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 2025, the Committee engaged Pay Governance as its independent compensation consultant. The Committee annually assesses 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. |
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.
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 annually •Compare peer financial size based on Total Enterprise Value (market capitalization of common equity plus book value of debt minus cash), net income and other financial metrics • 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 | •Review 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 |
Our Structure for Setting Executive Compensation
| Compensation Benchmarking |
Our Structure for Setting Executive Compensation
The Committee conducts an annual 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 annual revenue is not the most appropriate comparative financial metric for the Company. As such, the Committee focuses on Total Enterprise Value, Market Cap and Profitability when evaluating the appropriateness of peers using revenue and premiums as secondary considerations. Additionally, business model alignment serves as a key factor in the peer selection process. In Q3 2024, Pay Governance conducted an extensive study of the Compensation Peer Group on behalf of the Committee with a focus on putting greater emphasis on product alignment and profitability among the peers than there had been in the past. Following that review, the Committee adopted a revised peer group, as discussed in the 2024 Proxy Statement, and reaffirmed this group in Q3 2025:
Our Structure for Setting Executive Compensation
| | Compensation Peer Group | | | AFLAC Inc. | Equitable Holdings, Inc. | Primerica, Inc. | | Assurant, Inc. | F&G Annuities & Life, Inc. | Principal Financial Group, Inc. | | Brighthouse Financial, Inc. | Jackson Financial Inc. | Reinsurance Group of America, Inc. | | Cincinnati Financial Corp. | Lincoln National Corporation | Unum Group | | CNO Financial Group Inc. | Old Republic International Corp. | Voya Financial, Inc. |
Our Structure for Setting Executive Compensation
| Benchmarking Approach for Our Co-CEOs |
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 CEO and the second highest paid officer (often a President, Chief Operating Officer, or Business Unit Executive). 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 2024, the Company's "Top 5" aggregate total direct compensation of $24.8 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.
Elements of Compensation
| Annual Cash Incentives (MIP) |
Elements of Compensation
| Named Executive Officers' Target Annual Incentive Opportunities | | | Executive | 2025 Target (% of Base Salary) | | Frank M. Svoboda | 170% | | J. Matthew Darden | 170% | | Thomas P. Kalmbach | 80% | | Michael C. Majors | 65% | | R. Brian Mitchell | 65% | | Robert E. Hensley | 65% |
Elements of Compensation
| 2025 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% | $12.35 | $4,760 | $530 | | Target | 100% | $12.95 | $4,900 | $600 | | Maximum | 150% | $13.40 | $5,030 | $670 | | 2025 Actual | | $13.24 | $4,890.2 | $594.1 | | Individual Metric Payout Level | | 129.0% | 96.0% | 98.0% |
Elements of Compensation
| Named Executive Officers' Actual 2025 MIP Payouts | | | | | | Executive | Target Incentive as a % of Salary | Target Incentive Amount ($) | Actual Incentive Paid ($) | Actual Incentive as % of Target Incentive Opportunity | | Frank M. Svoboda | 170% | 1,530,000 | 1,724,310 | 112.7% | | J. Matthew Darden | 170% | 1,530,000 | 1,724,310 | 112.7% | | Thomas P. Kalmbach | 80% | 548,000 | 645,000 | 117.7% | | Michael C. Majors | 65% | 347,750 | 400,000 | 115.0% | | R. Brian Mitchell | 65% | 362,700 | 425,000 | 117.2% | | Robert E. Hensley | 65% | 360,750 | 435,000 | 120.6% |
Elements of Compensation
| Long-Term Equity Incentives |
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% of total long-term incentive compensation for NEOs. The incentive plan under which stock options, performance shares and restricted stock units were awarded in 2025 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. Except for equity grants that may be made with respect to new hires, it is the long-standing practice of the Compensation Committee to grant equity awards to officers and key employees only one time per year at its quarterly meeting in February, which occurs following the release of the prior year’s reported earnings.2 Neither the Compensation Committee nor the Board takes material non-public information into account when determining the timing or the terms of equity awards. The Company has not timed the release of material non-public information for the purpose of affecting the value of executive compensation. 2 Equity grants to the Co-CEOs are recommended by the Compensation Committee and approved by the independent members of the Board at the Board's quarterly meeting in February each year, which occurs following the release of the prior year's reported earnings.
Elements of Compensation
| Stock Options | Performance Shares | Restricted Stock Units | | •Granted at market price •Granted to the executive management team and Company and subsidiary senior-level officers •7-year term, vesting 50% on 2nd-year anniversary of grant date and remaining 50% on 3rd-year anniversary | •Performance-based vesting •Awards granted based on cumulative performance over a 3-year period •Granted only to members of the executive management team | •Time-based, cliff vesting •Granted to the executive management team, Company and subsidiary officers and key employees •Generally vest after 3 years of continued employment |
Elements of Compensation
| Co-CEOs' 2025 LTI Awards | | | | | Vehicle | Intended Mix | Number of Awards | Grant Date Fair Value | | Stock Options | 30% | 50,471 | $2,014,802 | | Performance Shares | 60% | 27,677 | $3,526,880 | | Restricted Stock Units | 10% | 3,686 | $469,707 | | Total | | 81,834 | $6,011,389 |
Elements of Compensation
| Other NEOs' 2025 LTI Awards | | | | | | | | | | Performance Shares | | Stock Options | | 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 | 60% | $1,388,987 | 30% | $666,664 | 10% | $226,825 | $2,282,476 | | Michael C. Majors | 60% | $1,057,669 | 30% | $510,976 | 10% | $176,491 | $1,745,136 | | R. Brian Mitchell | 60% | $1,019,440 | 30% | $487,024 | 10% | $166,933 | $1,673,397 | | Robert E. Hensley | 60% | $1,032,183 | 30% | $495,008 | 10% | $164,385 | $1,691,576 |
Elements of Compensation
| 3-Year Performance Goals (01/01/2025 to 12/31/2027) for 2025 Performance Share Awards | | | | | Performance Level | Performance Share Payout Level | Book Value + Dividends per Diluted Shares Outstanding (50% Weighting) | Average Net Operating Income ROE (50% Weighting) | | Threshold | 50% | $116.00 | 12.00% | | Target | 100% | $124.00 | 14.50% | | Maximum | 200% | $132.00 | 16.00% |
Elements of Compensation
| Vesting of 2023 Performance Share Awards for 2023 to 2025 Performance |
Elements of Compensation
The 2023 performance share awards vested in February 2026 based on: (i) cumulative growth in book value per share, excluding AOCI, plus accumulated dividends per share paid over the performance period, and (ii) the average of the annual net operating income ROE for the years 2023, 2024 and 2025. Both performance metrics were achieved above target, resulting in a payout factor of 184.2%. The target cumulative growth in book value per share represented a compound annual growth rate (CAGR) of 9.5%; we achieved a CAGR of 12%. The following table presents the performance metric results and the resulting payout factor for our 2023 performance share awards. Refer to APPENDIX A – Non-GAAP Reconciliation for definitions of non-GAAP measures utilized herein.
Elements of Compensation
| 3-Year Performance Achievement (01/01/2023 to 12/31/2025) for 2023 Performance Share Awards | | | | | Performance Level | Payout Level as a % of Target Annual Incentive Opportunity | Book Value + Dividends per Diluted Shares Outstanding (50% Weighting) | Average Net Operating Income ROE (50% Weighting) | | Threshold | 50% | $86.00 | 11.50% | | Target | 100% | $93.00 | 13.50% | | Maximum | 200% | $101.00 | 15.50% | | Actual | | $99.35 | 15.28% | | Performance Measure - Performance Multiplier | | 179% | 189% |
Elements of Compensation
| 2026 Co-CEO Compensation and Long-Term Incentive Mix |
Elements of Compensation
For 2026, the Committee increased the Co-CEOs base salary to $950,000 and target annual incentive as a percent of base salary to 180%, resulting in a target cash compensation opportunity (i.e., the sum of base salary and target annual incentive) of $2,660,000. The Committee also determined to award the Co-CEOs with a long-term incentive target of $6,500,000.
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, 2025, 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.
Other Compensation Practices and Policies
| Termination of Employment and Change in Control |
Other Compensation Practices and Policies
Consistent with market practice, the Company implemented policies for executive post-termination or change in control cash severance payments and benefits. Beginning January 1, 2025, each of the NEOs became participants in the Board-adopted Globe Life Inc. Executive Severance Plan. 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 in 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.
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 $1,000,000 paid to certain executives. The Committee will not limit its decisions with respect to executive compensation to that which is deductible under Section 162(m) unless the Committee determines that doing so is in the best interests of the Company. Because of the importance of linking pay and performance, we expect that annual incentive opportunities and certain equity awards will continue to impose performance conditions. Therefore, we do not anticipate that the changes to Section 162(m) will materially impact the design of our compensation program. 4 In addition to the inherent advantages from a safety perspective, personal use of the Company’s corporate aircraft by the Co-CEOs is permitted in order to maximize productivity and/or allow for working on confidential and sensitive Company issues while traveling for personal matters. If approved by either of the Co-CEOs, personal use of Company aircraft by other executives is permitted in limited circumstances.
Summary Compensation Table
Summary Compensation Table The table below summarizes various categories of compensation earned in 2025 by the persons who served as the Company’s Co-CEOs, its CFO and the three next most highly compensated executive officers of the Company.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | 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 | 2025 | 900,000 | 0 | 3,996,587 | 2,014,802 | 1,724,310 | 728,437 | 89,799 | 9,453,935 | | Co-Chairman and Chief Executive Officer | 2024 | 900,000 | 0 | 2,978,880 | 2,432,880 | 1,967,580 | 368,244 | 79,714 | 8,727,298 | | | 2023 | 850,000 | 0 | 2,008,568 | 2,015,625 | 1,535,000 | 733,218 | 63,660 | 7,206,071 | | J. Matthew Darden | 2025 | 900,000 | 0 | 3,996,587 | 2,014,802 | 1,724,310 | 331,208 | 98,957 | 9,065,864 | | Co-Chairman and Chief Executive Officer | 2024 | 900,000 | 0 | 2,978,880 | 2,432,880 | 1,967,580 | 138,054 | 41,772 | 8,459,166 | | | 2023 | 850,000 | 0 | 2,008,568 | 2,015,625 | 1,535,000 | 399,676 | 52,027 | 6,860,896 | | Thomas P. Kalmbach | 2025 | 684,131 | 0 | 1,615,812 | 666,664 | 645,000 | 526,009 | 47,163 | 4,184,779 | | Executive Vice President and Chief Financial Officer | 2024 | 572,000 | 0 | 1,168,440 | 780,549 | 560,000 | 315,588 | 38,744 | 3,435,321 | | | 2023 | 520,000 | 0 | 804,873 | 809,475 | 405,000 | 251,152 | 31,747 | 2,822,247 | | Michael C. Majors | 2025 | 534,846 | 0 | 1,234,160 | 510,976 | 400,000 | 1,025,735 | 17,571 | 3,723,288 | | Executive Vice President and Chief Strategy Officer | 2024 | 515,000 | 0 | 832,032 | 834,613 | 470,000 | 615,160 | 17,111 | 3,283,916 | | | 2023 | 495,000 | 0 | 781,980 | 786,900 | 380,000 | 749,141 | 16,199 | 3,209,220 | | R. Brian Mitchell | 2025 | 557,669 | 0 | 1,186,373 | 487,024 | 425,000 | 958,590 | 39,847 | 3,654,503 | | Executive Vice President, General Counsel and Chief Risk Officer | 2024 | 515,000 | 0 | 796,080 | 794,065 | 445,000 | 413,028 | 34,303 | 2,997,476 | | | 2023 | 495,000 | 0 | 773,546 | 774,000 | 300,000 | 585,923 | 30,917 | 2,959,386 | | Robert E. Hensley | 2025 | 554,654 | 0 | 1,196,568 | 495,008 | 435,000 | 254,110 | 24,859 | 2,960,199 | | Executive Vice President and Chief Investment Officer | 2024 | 510,000 | 0 | 955,296 | 635,252 | 470,000 | 250,686 | 10,325 | 2,831,559 | | | 2023 | 485,000 | 0 | 837,406 | 561,150 | 360,000 | 195,386 | 13,496 | 2,452,438 |
Summary Compensation Table
1 Amounts shown in this column for 2025 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, 2025 grant date, which were target levels on that date. The fair values of such performance shares at maximum levels on the grant date were for Svoboda ($7,053,760), Darden ($7,053,760), Kalmbach ($2,777,974), Majors ($2,115,338), Mitchell ($2,038,880), and Hensley ($2,064,366). 2 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 on 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). 3 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 on 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 ($1,108,508). 4 Assumptions used in calculating the aggregate grant date fair value in accordance with ASC 718 are set out in Note 1 to the Company’s audited financial statements contained in the Form 10-K for the fiscal year ended December 31, 2025. 5 Reflects the change in the actuarial estimate of potential future Pension Plan and SERP benefits, driven in large part by benchmark interest rates. None of the NEOs received any direct compensation related to the Pension Plan or SERP in 2023, 2024, or 2025 and no benefits will be paid until after retirement from the Company.
Summary Compensation Table
| Name | Year | Increase in Present Value Pension Plan ($) | Decrease in Present Value Pension Plan ($) | Increase in Present Value SERP ($) | Decrease in Present Value SERP ($) | | Frank M. Svoboda | 2025 | 280,176 | | 448,261 | | | | 2024 | 181,715 | | 186,529 | | | | 2023 | 265,005 | | 468,213 | | | J. Matthew Darden | 2025 | 107,653 | | 223,555 | | | | 2024 | 59,449 | | 78,605 | | | | 2023 | 107,677 | | 291,999 | | | Thomas P. Kalmbach | 2025 | 131,764 | | 394,245 | | | | 2024 | 93,688 | | 221,900 | | | | 2023 | 107,863 | | 143,289 | | | Michael C. Majors | 2025 | 268,759 | | 756,976 | | | | 2024 | 161,230 | | 453,930 | | | | 2023 | 267,792 | | 481,349 | | | R. Brian Mitchell | 2025 | 254,842 | | 703,748 | | | | 2024 | 141,826 | | 271,202 | | | | 2023 | 264,470 | | 321,453 | | | Robert E. Hensley | 2025 | 82,488 | | 171,622 | | | | 2024 | 80,408 | | 170,278 | | | | 2023 | 84,582 | | 110,804 | |
Summary Compensation Table
6 Includes Company matching contribution to each executive's 401(k) Plan account; excess premiums for additional life insurance for Svoboda, Kalmbach, Majors, Mitchell and Hensley; and the categories and quantified amounts (if required) of perquisites and personal benefits required to be reported by SEC Regulation S-K, Item 402(c)(2)(ix) for executives.
Summary Compensation Table
| Name | Perquisitesa ($) | 401(k) Match ($) | Excess Premiums for Additional Life Insurance ($) | Referral Bonus ($) | Total ($) | | Frank M. Svoboda | 67,200 | 12,250 | 10,349 | | 89,799 | | J. Matthew Darden | 86,707 | 12,250 | | | 98,957 | | Thomas P. Kalmbach | 27,029 | 12,250 | 6,884 | 1,000 | 47,163 | | Michael C. Majors | | 12,250 | 5,321 | | 17,571 | | R. Brian Mitchell | 22,073 | 12,250 | 5,524 | | 39,847 | | Robert E. Hensley | 10,163 | 11,342 | 3,354 | | 24,859 | | For Mr. Svoboda, the amount listed reflects the aggregate incremental cost of personal use of corporate aircraft ($19,220) and Company-purchased event tickets, club dues, and enhanced security measures ($26,250). For Mr. Darden, the amount reflects the aggregate incremental cost of personal use of corporate aircraft ($37,953) and Company-purchased event tickets, club dues, and enhanced security measures ($40,390). For Mr. Kalmbach, the amount reflects the aggregate incremental cost of Company-purchased event tickets, club dues, fitness center dues and enhanced security measures. For Mr. Mitchell, the amount reflects the aggregate incremental cost of Company purchased event tickets, club dues and enhanced security measures. For Mr. Hensley, the amount reflects the aggregate incremental cost of Company-purchased event tickets and enhanced security measures. | | | | | |
Summary Compensation Table
The Company occasionally allows executives the personal use of tickets for sporting and special events previously acquired by the Company for business entertainment purposes. For certain tickets acquired by the Company, there is no incremental cost to the Company for such use. For purposes of compensation disclosure, the value of personal use of Company aircraft is calculated using the actual variable costs incurred by the Company associated with such flights, including fuel, maintenance of the planes, "dead head" flights, pilot travel expenses, on-board catering, landing and parking fees, and other variable costs. Fixed costs, such as pilots' salaries, are not included since they do not change with usage.
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Units3 (#) | All Other Option Awards: Number of Securities Underlying Options4 (#) | Exercise or Base Price of Option Awards ($/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 | 2/28/2025 | | | | | | | | 50,471 | 127.43 | 2,014,802 | | | Performance Shares | 2/28/2025 | | | | 13,839 | 27,677 | 55,354 | | | | 3,526,880 | | | Restricted Stock Units | 2/28/2025 | | | | | | | 3,686 | | | 469,707 | | | Annual Cash | | 765,000 | 1,530,000 | 2,295,000 | | | | | | | | | J. Matthew Darden | Options | 2/28/2025 | | | | | | | | 50,471 | 127.43 | 2,014,802 | | | Performance Shares | 2/28/2025 | | | | 13,839 | 27,677 | 55,354 | | | | 3,526,880 | | | Restricted Stock Units | 2/28/2025 | | | | | | | 3,686 | | | 469,707 | | | Annual Cash | | 765,000 | 1,530,000 | 2,295,000 | | | | | | | | | Thomas P. Kalmbach | Options | 2/28/2025 | | | | | | | | 16,700 | 127.43 | 666,664 | | | Performance Shares | 2/28/2025 | | | | 5,450 | 10,900 | 21,800 | | | | 1,388,987 | | | Restricted Stock Units | 2/28/2025 | | | | | | | 1,780 | | | 226,825 | | | Annual Cash | | 274,000 | 548,000 | 822,000 | | | | | | | | | Michael C. Majors | Options | 2/28/2025 | | | | | | | | 12,800 | 127.43 | 510,976 | | | Performance Shares | 2/28/2025 | | | | 4,150 | 8,300 | 16,600 | | | | 1,057,669 | | | Restricted Stock Units | 2/28/2025 | | | | | | | 1,385 | | | 176,491 | | | Annual Cash | | 173,875 | 347,750 | 521,625 | | | | | | | | | R. Brian Mitchell | Options | 2/28/2025 | | | | | | | | 12,200 | 127.43 | 487,024 | | | Performance Shares | 2/28/2025 | | | | 4,000 | 8,000 | 16,000 | | | | 1,019,440 | | | Restricted Stock Units | 2/28/2025 | | | | | | | 1,310 | | | 166,933 | | | Annual Cash | | 181,350 | 362,700 | 544,050 | | | | | | | | | Robert E. Hensley | Options | 2/28/2025 | | | | | | | | 12,400 | 127.43 | 495,008 | | | Performance Shares | 2/28/2025 | | | | 4,050 | 8,100 | 16,200 | | | | 1,032,183 | | | Restricted Stock Units | 2/28/2025 | | | | | | | 1,290 | | | 164,385 | | | Annual Cash | | 180,375 | 360,750 | 541,125 | | | | | | | |
2025 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, 2026, 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 25, 2026, 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, 2026 of the certification of attainment of their bonus objectives. 2 Performance shares awarded February 28, 2025, pursuant to the Company’s 2018 Plan, and to be issued upon vesting following completion of the three-year performance period commencing January 1, 2025 and ending December 31, 2027, and certification of attainment of specified targets for book value per diluted shares outstanding and average net operating income ROE for the performance period. See Potential Payments upon Termination or Change in Control for additional details regarding vesting of performance shares upon termination of employment under certain circumstances or in connection with a change in control. 3 Restricted Stock Units (RSUs) awarded February 28, 2025 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, 2025 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, 2025.
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025
Outstanding Equity Awards at Fiscal Year-End 2025
| | 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 | 02/28/25 | | 50,471 | 1.00 | | 127.43 | 02/28/32 | | | | | | | | | | | | 02/28/24 | | 72,000 | 1.00 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | 31,250 | 31,250 | 1.00 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 65,000 | | | | 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 | 12,500 | | | | 82.56 | 02/28/26 | | | | | | | | | | | | | | | | | | | 02/28/25 | 3,709 | 2 | 518,741 | 4 | | | | | | | | | | | | | | 02/28/25 | | | | | 55,704 | 5.00 | 7,790,761 | 4.00 | | | | | | | | | | 02/28/24 | 3,500 | 2 | 489,510 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 39,400 | 6.00 | 5,510,484 | 4.00 | | | | | | | | | | 02/22/23 | 3,370 | 2 | 471,328 | 4 | | | | | | | | | | | | | | 02/22/23 | 24,499 | 3.00 | 3,426,430 | 4 | | | | | | J. Matthew Darden | 02/28/25 | | 50,471 | 1.00 | | 127.43 | 02/28/32 | | | | | | | | | | | | 02/28/24 | | 72,000 | 1.00 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | 31,250 | 31,250 | 1.00 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 65,000 | | | | 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 | | | | | | | | | | | | | | | | | | | 02/28/25 | 3,709 | 2 | 518,741 | 4 | | | | | | | | | | | | | | 02/28/25 | | | | | 55,704 | 5.00 | 7,790,761 | 4.00 | | | | | | | | | | 02/28/24 | 3,500 | 2 | 489,510 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 39,400 | 6.00 | 5,510,484 | 4.00 | | | | | | | | | | 02/22/23 | 3,370 | 2 | 471,328 | 4 | | | | | | | | | | | | | | 02/22/23 | 24,499 | 3.00 | 3,426,430 | 4 | | | | | | Thomas P. Kalmbach | 02/28/25 | | 16,700 | 1.00 | | 127.43 | 02/28/32 | | | | | | | | | | | | 02/28/24 | | 23,100 | 1.00 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | 12,550 | 12,550 | 1.00 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 35,000 | | | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 35,000 | | | | 98.32 | 02/24/28 | | | | | | | | | | | | | | | | | | | 02/28/25 | 1,791 | 2 | 250,489 | 4 | | | | | | | | | | | | | | 02/28/25 | | | | | 21,938 | 5.00 | 3,068,249 | 4.00 | | | | | | | | | | 02/28/24 | 3,000 | 2 | 419,580 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 12,200 | 6.00 | 1,706,292 | 4.00 | | | | | | | | | | 02/22/23 | 1,380 | 2 | 193,007 | 4 | | | | | | | | | | | | | | 02/22/23 | 9,762 | 3.00 | 1,365,313 | 4 | | | | | | Michael C. Majors | 02/28/25 | | 12,800 | 1.00 | | 127.43 | 02/28/32 | | | | | | | | | | | | 02/28/24 | | 24,700 | 1.00 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | 12,200 | 12,200 | 1.00 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 37,000 | | | | 103.23 | 02/23/29 | | | | | | | | | | | | 02/24/21 | 37,000 | | | | 98.32 | 02/24/28 | | | | | | | | | | | | 02/26/20 | 27,000 | | | | 100.74 | 02/26/27 | | | | | | | | | | | | | | | | | | | 02/28/25 | 1,394 | 2 | 194,965 | 4 | | | | | | | | | | | | | | 02/28/25 | | | | | 16,705 | 5.00 | 2,336,361 | 4.00 | | | | | | | | | | 02/28/24 | 1,280 | 2 | 179,021 | 4 | | | | | | | | | | | | | | 02/28/24 | | | | | 10,400 | 6.00 | 1,454,544 | 4.00 | | | | | | | | | | 02/22/23 | 1,290 | 2 | 180,419 | 4 | | | | | | | | | | | | | | 02/22/23 | 9,578 | 3.00 | 1,339,579 | 4 | | | | |
Outstanding Equity Awards at Fiscal Year-End 2025 (continued)
Outstanding Equity Awards at Fiscal Year-End 2025 (continued)
Outstanding Equity Awards at Fiscal Year-End 2025 (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 | 02/28/25 | | 12,200 | 1.00 | | 127.43 | 02/28/32 | | | | | | | | | | | | 02/28/24 | | 23,500 | 1.00 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | 12,000 | 12,000 | 1.00 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 23,000 | | | | 103.23 | 02/23/29 | | | | | | | | | | | | | | | | | | | 02/28/25 | 1,318 | 2.00 | 184,335 | 4 | | | | | | | | | | | | | | 02/28/25 | | | | | 16,101 | 5.00 | 2,251,886 | 4.00 | | | | | | | | | | 02/28/24 | 1,200 | 2.00 | 167,832 | 4.00 | | | | | | | | | | | | | | 02/28/24 | | | | | 10,000 | 6.00 | 1,398,600 | 4.00 | | | | | | | | | | 02/22/23 | 1,320 | 2.00 | 184,615 | 4.00 | | | | | | | | | | | | | | 02/22/23 | 9,394 | 3.00 | 1,313,845 | 4.00 | | | | | | Robert E. Hensley | 02/28/25 | | 12,400 | 1.00 | | 127.43 | 02/28/32 | | | | | | | | | | | | 02/28/24 | | 18,800 | 1.00 | | 128.40 | 02/28/31 | | | | | | | | | | | | 02/22/23 | 8,700 | 8,700 | 1.00 | | 120.49 | 02/22/30 | | | | | | | | | | | | 02/23/22 | 33,000 | | | | 103.23 | 02/23/29 | | | | | | | | | | | | | | | | | | | 02/28/25 | 1,298 | 2.00 | 181,538 | 4 | | | | | | | | | | | | | | 02/28/25 | | | | | 16,303 | 5.00 | 2,280,138 | 4.00 | | | | | | | | | | 02/28/24 | 2,440 | 2.00 | 341,258 | 4.00 | | | | | | | | | | | | | | 02/28/24 | | | | | 10,000 | 6.00 | 1,398,600 | 4.00 | | | | | | | | | | 02/22/23 | 2,350 | 2.00 | 328,671 | 4.00 | | | | | | | | | | | | | | 02/22/23 | 8,473 | 3.00 | 1,185,034 | 4.00 | | | | |
Outstanding Equity Awards at Fiscal Year-End 2025 (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, 2023 and ending December 31, 2025, based upon the degree of satisfaction of two performance criteria. Shares shown reflect actual performance attained during the period and will vest in 2026 upon certification of achievement of performance objectives by the Compensation Committee. 4 Calculated using 2025 year-end closing market price of $139.86 per share. 5 Performance shares to be issued when vested upon certification following the completion of a three-year performance period commencing January 1, 2025 and ending December 31, 2027, if at all, based upon the degree of satisfaction of two performance criteria. Number of shares reflects next higher performance level (maximum) projected at fiscal year-end 2025. 6 Performance shares to be issued when vested upon certification following the completion of a three-year performance period commencing January 1, 2024 and ending December 31, 2026, if at all, based upon the degree of satisfaction of two performance criteria. Number of shares reflects next higher performance (maximum) projected at fiscal year-end 2025.
Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2025
Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2025
Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2025
| | Option Awards | | | Stock Awards | | | | | Executive | Number of Shares Acquired on Exercise (#) | | Value Realized on Exercise1 ($) | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting2 ($) | | | Frank M. Svoboda | 101,250 | 3 | 4,317,678 | 11,845 | 5 | 1,444,261 | 11 | | J. Matthew Darden | 58,160 | | 2,608,507 | 11,845 | 6 | 1,444,261 | 12 | | Thomas P. Kalmbach | 35,000 | 4 | 1,408,248 | 7,537 | 7 | 918,986 | 13 | | Michael C. Majors | 10,000 | | 366,729 | 7,537 | 8 | 918,986 | 14 | | R. Brian Mitchell | 121,000 | | 4,286,612 | 6,999 | 9 | 853,388 | 15 | | Robert E. Hensley | 0 | | 0 | 5,384 | 10 | 656,471 | 16 |
Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2025
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 8,603 shares in "sell to cover" option exercises. 4 Executive retained 6,048 shares in "sell to cover" option exercises. 5 Executive acquired shares on February 26, 2025 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 2022 - 2024 performance period. Executive surrendered to the Company 4,662 of such vested performance shares in payment of withholding taxes due. 6 Executive acquired shares on February 26, 2025 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 2022 - 2024 performance period. Executive surrendered to the Company 4,662 of such vested performance shares in payment of withholding taxes due. 7 Executive acquired shares on February 26, 2025 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 2022 - 2024 performance period. Executive surrendered to the Company 3,004 of such vested performance shares in payment of withholding taxes due. 8 Executive acquired shares on February 26, 2025 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 2022 - 2024 performance period. Executive surrendered to the Company 3,007 of such vested performance shares in payment of withholding taxes due. 9 Executive acquired shares on February 26, 2025 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 2022 - 2024 performance period. Executive surrendered to the Company 2,755 of such vested performance shares in payment of withholding taxes due. 10 Executive acquired shares on February 26, 2025 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 2022 - 2024 performance period. Executive surrendered to the Company 2,161 of such vested performance shares in payment of withholding taxes due. 11 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $568,438. 12 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $568,438. 13 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $366,278. 14 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $366,644. 15 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $335,917. 16 Shares surrendered to the Company in payment of withholding taxes due on vested performance shares were valued at $263,491.
Pension Benefits at December 31, 2025
Pension Benefits at December 31, 2025 The table below shows the present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each such NEO under the Globe Life Inc. Pension Plan (Pension Plan) and the Globe Life Inc. Supplemental Executive Retirement Plan (SERP), determined using interest rates and mortality rate assumptions consistent with those used in the Company’s financial statements. No benefits are payable under the SERP to persons retiring prior to age 55.
Pension Benefits at December 31, 2025
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit* ($) | Payments During Last Fiscal Year ($) | | Frank M. Svoboda | Pension Plan | 22 | 2,091,614 | 0 | | | SERP | 22 | 4,835,145 | 0 | | J. Matthew Darden | Pension Plan | 11 | 618,467 | 0 | | | SERP | 11 | 1,481,275 | 0 | | Thomas P. Kalmbach | Pension Plan | 7 | 591,963 | 0 | | | SERP | 7 | 1,059,917 | 0 | | Michael C. Majors | Pension Plan | 31 | 2,188,719 | 0 | | | SERP | 31 | 3,589,090 | 0 | | R. Brian Mitchell | Pension Plan | 37 | 2,148,328 | 0 | | | SERP | 37 | 3,257,057 | 0 | | Robert E. Hensley | Pension Plan | 5 | 361,727 | 0 | | | SERP | 5 | 584,438 | 0 |
Pension Benefits at December 31, 2025
* Present value of accumulated benefits is calculated using the December 31, 2025 ASC 715 disclosure assumptions as follows: (a) discount rate of 5.83% for the Pension Plan benefits; (b) discount rate of 5.64% 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 that 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 2025, $280,000). Benefits that are actually paid under the Pension Plan are also based on the covered compensation of the participant as defined by the Code (in 2025, $350,000), not on the actual final average earnings of the participant. After evaluation of the retirement benefits potentially payable to the Company's 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 upon 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 17 executives of the Company and its subsidiaries, including each of the NEOs, to participate in the SERP on February 26, 2025.
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
Potential Payments upon Termination or Change in Control
| Treatment of Equity upon Termination of Employment (Non-Change in Control) |
Potential Payments upon Termination or Change in Control
Stock Options The Company's currently outstanding stock options granted prior to 2026 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:
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 |
Potential Payments upon Termination or Change in Control
* Under Age 55 ^ Cause” is defined by 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. These 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. Performance Shares The Company’s currently outstanding performance share awards granted prior to 2026 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. Such 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. These performance share awards for NEOs also 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. Restricted Stock Units The Company's currently outstanding restricted stock unit awards granted prior to 2026 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. Such 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). These restricted stock unit awards for NEOs also 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.
Potential Payments upon Termination or Change in Control
| Treatment of Equity upon Termination of Employment (Change in Control) |
Potential Payments upon Termination or Change in Control
The 2018 Plan 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, 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) 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 date of the 2018 Plan 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, 2025, 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:
Potential Payments upon Termination or Change in Control
| Name | Stock Options ($) | Unissued Performance Shares ($) | Restricted Stock Units ($) | | Frank M. Svoboda | 11,003,200 | 8,510,778 | 1,479,624 | | J. Matthew Darden | 8,881,450 | 8,510,778 | 1,479,624 | | Thomas P. Kalmbach | 3,694,444 | 3,128,524 | 863,113 | | Michael C. Majors | 4,863,324 | 2,622,727 | 554,372 | | R. Brian Mitchell | 1,728,326 | 2,538,545 | 536,823 | | Robert E. Hensley | 1,915,408 | 2,482,690 | 851,490 |
Potential Payments upon Termination or Change in Control
The Company provides a life insurance benefit to certain of the NEOs during their respective lifetimes, effective upon the later of the executive's 65th birthday or retirement date, with coverage equal to a designated percentage (ranging from 65% at age 55 to 100% at age 62 or over) of an amount equal to two times the executive’s salary and annual incentive earned in the executive's final year of employment prior to retirement, less $5,000; provided, however, that the insurance benefit will in no case exceed $495,000. Based upon a hypothetical retirement date of December 31, 2025, Messrs. Majors and Mitchell would each have $495,000 in life insurance coverage under his Retirement Life Insurance Agreement. Each such individual would be issued an insurance policy by a Company subsidiary with a face amount equal to his insurance coverage. Messrs. Darden, Svoboda, Kalmbach and Hensley are not covered by a Retirement Life Insurance Agreement.
Potential Payments upon Termination or Change in Control
| Supplemental Executive Retirement Plan |
Potential Payments upon Termination or Change in Control
No benefits will be paid under the Supplemental Executive Retirement Plan (SERP) upon retirement unless the participant is 55 years old and has at least ten years of service with the Company or its subsidiaries (60 years old and at least seven years of service, in the case of Mr. Hensley). However, for employees becoming participants on or after November 1, 2020, the Compensation Committee may on a case-by-case basis, at its discretion and upon the written request of the Co-CEOs, establish the early retirement reduction factors, the minimum age for benefit eligibility, the number of full or partial years for Vesting Service (as defined in the Pension Plan), and the attained age necessary to be eligible for a pre-retirement death benefit. Assuming the NEOs retired on December 31, 2025, Messrs. Svoboda, Majors and Mitchell would be entitled to receive benefits under the terms of the SERP since they were at least age 55 and had at least ten years of service with the Company or its subsidiaries on that date, but Messrs. Darden, Kalmbach and Hensley would not be eligible to receive SERP benefits. The annual benefits payable as of December 31, 2025 for the NEOs listed below are as follows:
Potential Payments upon Termination or Change in Control
| Name | SERP Benefits as of December 31, 2025 ($) | | | Frank M. Svoboda | | 412,265 | | Michael C. Majors | | 328,242 | | R. Brian Mitchell | | 326,693 |
Potential Payments upon Termination or Change in Control
| Death Benefit Only Plan |
Potential Payments upon Termination or Change in Control
A Death Benefit Only 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 benefit of $500,000, if the NEO is an active employee of the Company at the time of death.
Potential Payments upon Termination or Change in Control
| Cash Severance and Benefits Payable upon Termination of Employment |
Potential Payments upon Termination or Change in Control
A summary of the cash severance and benefits payable to the Co-CEOs and other NEOs is provided below:
Potential Payments upon Termination or Change in Control
| Payments/ Benefits Payable | Termination for Cause or Voluntary Resignation | Termination Without Cause or Resignation with Good Reason | Disability | Death | Retirement | Termination in Connection with a Change in Control* | | Severance1 | | Co-CEOs & Other NEOs | | | | Co-CEOs & Other NEOs | | Prorated Annual Incentive2 | | Co-CEOs & Other NEOs | Co-CEOs & Other NEOs | Co-CEOs & Other NEOs | Co-CEOs & Other NEOs | Co-CEOs & Other NEOs | | Health Plan Benefit Continuation3 | | Co-CEOs & Other NEOs | | | | Co-CEOs & Other NEOs | | Outplacement Services4 | | Co-CEOs & Other NEOs | | | | Co-CEOs & Other NEOs | | DB Plan Additional Age/Service Crediting5 | | Co-CEOs & Other NEOs | Co-CEOs & Other NEOs | | | Co-CEOs & Other NEOs | | Retirement Life Insurance6 | | | | Limited NEOs | | | | Death Benefit Only Plan Benefit7 | | | | Co-CEOs & Other NEOs | | |
Potential Payments upon Termination or Change in Control
* In the event of a qualifying termination within the two-year period immediately following the occurrence of a change in control 1 Cash Severance Payable for Termination without Cause or Resignation for Good Reason (Non-Change in Control) is as follows: •Co-CEOs: 2x Base + Target Bonus •All Other NEOs: 1.5x Base + Target Bonus Cash Severance Payable for Termination in Connection with a Change in Control is as follows: •Co-CEOs and All Other NEOs: 2x Base + Target Bonus 2 Prorated Annual Incentive Treatment is as follows: •Termination Without Cause or Resignation with Good Reason and Termination in Connection with a Change in Control, the annual incentive is prorated through the date of termination based on the executive's target annual incentive opportunity. •For Disability, Death and Retirement, the annual incentive is prorated through the date of termination based on the actual annual incentive that would have been earned based on performance as defined under the plan. 3 Health Plan Benefits Continuation for Termination without Cause or Resignation for Good Reason (Non-Change in Control) is as follows: •Co-CEOs and All Other NEOs: 12 months of COBRA or cash equivalent Health Plan Benefits Continuation for Termination in Connection with a Change in Control is as follows: •Co-CEOs and All Other NEOs: 24 months of COBRA or cash equivalent 4 For all termination scenarios where Co-CEOs and NEOs are eligible for outplacement services, the outplacement benefit is up to 12 months, with a maximum value of $25,000. 5 Under the SERP, Defined Benefit (DB) Plan Additional Age and Service Crediting for Termination without Cause or Resignation for Good Reason (Non-Change in Control) is as follows: •Extend service credit to the next birthday following date of termination Under the SERP, DB Plan Additional Age and Service Crediting for Termination in Connection with a Change in Control is as follows: •Co-CEOs and All Other NEOs: 24 months of age and service credit 6 Messrs. Majors and Mitchell have Retirement Life Insurance Agreements payable on the participating executive's death, with insurance benefits not to exceed $495,000. 7 Under the terms of a Death Benefit Only Plan, in the event of an NEO's death while still employed by the Company, a one-time death benefit equal to two times such NEO's base salary, up to a maximum of $500,000, will be paid to the beneficiary.
Potential Payments upon Termination or Change in Control
| Termination Payments |
Potential Payments upon Termination or Change in Control
Termination payments are provided to NEOs as outlined in the table below and vary with the circumstances under which the termination occurs. In the event of termination as a result of death, payments will be made to the named executive officer's beneficiary. The assumptions used in making the calculations are as follows: (i) the triggering event (termination of employment, retirement, or change in control) occurred on December 31, 2025; (ii) the per share price of Company stock is $139.86, which was the closing price of the stock on December 31, 2025; (iii) the ages of the NEOs as of December 31, 2025 were Frank M. Svoboda (age 64), J. Matthew Darden (age 54); Thomas P. Kalmbach (age 61); Michael C. Majors (age 63); R. Brian Mitchell (age 62); and Robert E. Hensley (age 58); and (iv) the NEOs’ salaries and non-equity incentive plan compensation are as reflected in the Summary Compensation Table.
Potential Payments upon Termination or Change in Control
| Name | Payments/ Benefits Payable | Voluntary Termination ($) | Involuntary Termination Without Cause ($) | Early Retirement ($) | Retirement at or after Age 60 ($) | Normal Retirement ($) | Disability ($) | Death ($) | Termination in Connection with a CIC ($) | | Svoboda | Stock Options | | | | 11,003,200 | | 11,003,200 | 11,003,200 | 11,003,200 | | | Performance Shares | | | | 6,808,622 | | 8,510,778 | 8,510,778 | 8,510,778 | | | Restricted Stock Units | | | | 477,388 | | 1,479,624 | 1,479,624 | 1,479,624 | | | Severance | | 4,860,000 | | | | | | 4,860,000 | | | Prorated Annual Incentive | | 1,530,000 | 1,724,310 | 1,724,310 | 1,724,310 | 1,724,310 | 1,724,310 | 1,530,000 | | | Health Plan Benefit Continuation | | 7,992 | | | | | | 7,992 | | | Outplacement Services | | 25,000 | | | | | | 25,000 | | | DB Plan Additional Age/Service Crediting | | 424,369 | | | | | | 412,265 | | | Retirement Life Insurance | | | | | | | | | | | Death Benefit Only Plan Benefit | | | | | | | 500,000 | | | | TOTAL | 0 | 6,847,361 | 1,724,310 | 20,013,520 | 1,724,310 | 22,717,912 | 23,217,912 | 27,828,859 | | Darden | Stock Options | 6,823,663 | 7,841,535 | | | | 8,881,450 | 8,881,450 | 8,881,450 | | | Performance Shares | | | | | | 8,510,778 | 8,510,778 | 8,510,778 | | | Restricted Stock Units | | | | | | 1,479,624 | 1,479,624 | 1,479,624 | | | Severance | | 4,860,000 | | | | | | 4,860,000 | | | Prorated Annual Incentive | | 1,530,000 | 1,724,310 | 1,724,310 | 1,724,310 | 1,724,310 | 1,724,310 | 1,530,000 | | | Health Plan Benefit Continuation | | 12,804 | | | | | | 12,804 | | | Outplacement Services | | 25,000 | | | | | | 25,000 | | | DB Plan Additional Age/Service Crediting | | 107,997 | | | | | | 107,997 | | | Retirement Life Insurance | | | | | | | | | | | Death Benefit Only Plan Benefit | | | | | | | 500,000 | | | | TOTAL | 6,823,663 | 14,377,336 | 1,724,310 | 1,724,310 | 1,724,310 | 20,596,162 | 21,096,162 | 25,407,653 | | Kalmbach | Stock Options | | | | 3,694,444 | | 3,694,444 | 3,694,444 | 3,694,444 | | | Performance Shares | | | | 625,705 | | 3,128,524 | 3,128,524 | 3,128,524 | | | Restricted Stock Units | | | | 268,524 | | 863,113 | 863,113 | 863,113 | | | Severance | | 1,849,500 | | | | | | 2,466,000 | | | Prorated Annual Incentive | | 548,000 | 645,000 | 645,000 | 645,000 | 645,000 | 645,000 | 548,000 | | | Health Plan Benefit Continuation | | 7,992 | | | | | | 7,992 | | | Outplacement Services | | 25,000 | | | | | | 25,000 | | | DB Plan Additional Age/Service Crediting | | | | | | | | 110,581 | | | Retirement Life Insurance | | | | | | | | | | | Death Benefit Only Plan Benefit | | | | | | | 500,000 | | | | TOTAL | 0 | 2,430,492 | 645,000 | 5,233,673 | 645,000 | 8,331,081 | 8,831,081 | 10,843,654 |
Potential Payments upon Termination or Change in Control
| Name | Payment | Voluntary Termination ($) | Involuntary Termination Without Cause ($) | Early Retirement ($) | Retirement at or after Age 60 ($) | Normal Retirement ($) | Disability ($) | Death ($) | Termination in Connection with a CIC | | Majors | Stock Options | | | | 4,863,324 | | 4,863,324 | 4,863,324 | 4,863,324 | | | Performance Shares | | | | 1,573,636 | | 2,622,727 | 2,622,727 | 2,622,727 | | | Restricted Stock Units | | | | 179,953 | | 554,372 | 554,372 | 554,372 | | | Severance | | 1,324,125 | | | | | | 1,765,500 | | | Prorated Annual Incentive | | 347,750 | 400,000 | 400,000 | 400,000 | 400,000 | 400,000 | 347,750 | | | Health Plan Benefit Continuation | | 12,804 | | | | | | 12,804 | | | Outplacement Services | | 25,000 | | | | | | 25,000 | | | DB Plan Additional Age/Service Crediting | | 338,961 | | | | | | 328,242 | | | Retirement Life Insurance | | | | | | | 495,000 | | | | Death Benefit Only Plan Benefit | | | | | | | 500,000 | | | | TOTAL | 0 | 2,048,640 | 400,000 | 7,016,913 | 400,000 | 8,440,423 | 9,435,423 | 10,519,719 | | Mitchell | Stock Options | | | | 1,728,326 | | 1,728,326 | 1,728,326 | 1,728,326 | | | Performance Shares | | | | 1,015,418 | | 2,538,545 | 2,538,545 | 2,538,545 | | | Restricted Stock Units | | | | 179,021 | | 536,823 | 536,823 | 536,823 | | | Severance | | 1,381,050 | | | | | | 1,841,400 | | | Prorated Annual Incentive | | 362,700 | 425,000 | 425,000 | 425,000 | 425,000 | 425,000 | 362,700 | | | Health Plan Benefit Continuation | | 12,312 | | | | | | 12,312 | | | Outplacement Services | | 25,000 | | | | | | 25,000 | | | DB Plan Additional Age/Service Crediting | | 337,432 | | | | | | 326,693 | | | Retirement Life Insurance | | | | | | | 495,000 | | | | Death Benefit Only Plan Benefit | | | | | | | 500,000 | | | | TOTAL | 0 | 2,118,494 | 425,000 | 3,347,765 | 425,000 | 5,228,694 | 6,223,694 | 7,371,799 | | Hensley | Stock Options | | | 1,915,408 | | | 1,915,408 | 1,915,408 | 1,915,408 | | | Performance Shares | | | | | | 2,482,690 | 2,482,690 | 2,482,690 | | | Restricted Stock Units | | | | | | 851,490 | 851,490 | 851,490 | | | Severance | | 1,373,625 | | | | | | 1,831,500 | | | Prorated Annual Incentive | | 360,750 | 435,000 | 435,000 | 435,000 | 435,000 | 435,000 | 360,750 | | | Health Plan Benefit Continuation | | 12,312 | | | | | | 12,312 | | | Outplacement Services | | 25,000 | | | | | | 25,000 | | | DB Plan Additional Age/Service Crediting | | | | | | | | 54,398 | | | Retirement Life Insurance | | | | | | | | | | | Death Benefit Only Plan Benefit | | | | | | | 500,000 | | | | TOTAL | 0 | 1,771,687 | 2,350,408 | 435,000 | 435,000 | 5,684,588 | 6,184,588 | 7,533,548 |
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.
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 | | | | 2025 | 9,453,935 | 9,065,864 | 15,976,152 | 15,988,820 | 3,630,692 | 5,574,310 | 154 | 201 | 1,161,238 | 14.52 | | 2024 | 8,727,298 | 8,459,166 | 8,325,936 | 8,130,606 | 3,137,068 | 2,871,391 | 121 | 190 | 1,070,762 | 12.37 | | 2023 | 7,206,071 | 6,860,896 | 5,959,091 | 6,043,409 | 2,860,823 | 2,177,294 | 131 | 158 | 970,755 | 10.65 | | 2022 | 8,905,419 | 8,871,217 | 19,165,333 | 19,247,538 | 3,081,295 | 6,745,194 | 129 | 151 | 894,386 | 9.71 | | 2021 | 8,353,754 | 8,323,666 | 6,084,819 | 6,060,050 | 2,906,877 | 2,237,094 | 100 | 137 | 1,031,114 | 9.63 |
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 to 2025. Messrs. Coleman and Hutchison were included as PEO-1 and PEO-2 for the years 2021 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 to 2025; for Messrs. Coleman (PEO-1) and Hutchinson (PEO-2) for 2021 to 2022; and for the average of the Non-PEO Named Executive Officers (NEOs): Thomas P. Kalmbach, Michael C. Majors, R. Brian Mitchell, and Robert E. Hensley for 2023 to 2025; Messrs. Svoboda, Darden, Majors, and Steven K. Greer for 2021 and 2022. 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 to 2025 were Thomas P. Kalmbach, Michael C. Majors, R. Brian Mitchell, and Robert E. Hensley. For 2021 and 2022, the Non-PEO NEOs were Messrs. Svoboda, Darden, Majors, and Steven K. Greer. 4 Calculated based on $100 invested as of market close on December 31, 2020, including the reinvestment of dividends, for each fiscal year. 5 The Company’s peer group consists of the Standard & Poor’s (S&P) Life and Health Insurance Index and is set forth in Part II, Item 5 of the Form 10-K for the fiscal year ended December 31, 2025. 6 As a result of the adoption of ASU 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, net income and operating EPS for 2021 and 2022 have been retrospectively adjusted as of January 1, 2021. Refer to APPENDIX A – Non-GAAP Reconciliation for definitions of non-GAAP measures utilized herein. The Company implemented the standard on January 1, 2023. Refer to the 2023 Form 10-K for additional information.
Pay Versus Performance
| PEO-1 | | | | | | | | | Year | SCT Total ($) | 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 ($) | Adjustment for the Service Cost ($) | | | 2025 | 9,453,935 | 478,671 | 5,194,550 | 1,412,336 | (728,437) | 165,097 | 15,976,152 | | 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 |
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 ($) | | | 2025 | 9,065,864 | 478,671 | 5,194,550 | 1,412,336 | (331,208) | 168,607 | 15,988,820 | | 2024 | 8,459,166 | (1,235,456) | 199,498 | 681,413 | (138,054) | 164,039 | 8,130,606 | | 2023 | 6,860,896 | 504 | (433,019) | (153,923) | (399,676) | 168,627 | 6,043,409 | | 2022 | 8,871,217 | 3,119,560 | 6,499,470 | 692,092 | | 65,199 | 19,247,538 | | 2021 | 8,323,666 | (321,200) | (1,700,782) | (309,130) | | 67,496 | 6,060,050 |
Pay Versus Performance
| Average Non-PEO NEOs | | | | | | | | | Year | SCT Total ($) | 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 ($) | Adjustment for the Service Cost ($) | | | 2025 | 3,630,692 | 151,413 | 1,622,100 | 715,037 | (691,111) | 146,179 | 5,574,310 | | 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 |
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 2024 to 2025, 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 increased primarily as a result of an increase in the fair value of equity-based awards granted in prior years but unvested in the current year, in addition to fair value of equity-based awards granted in prior years but vested in current year. In 2025, the Company's TSR increased to $154, reflecting a meaningful improvement compared to $121 in 2024, and exceeded the Company's TSR in each of the prior two years. This increase in TSR was accompanied by continued improvement in the Company's core operating results, including net income of approximately $1.16 billion and operating earnings per share of $14.52, both of which represents the highest levels achieved over the periods presented. As a result, CAP increased in 2025, reflecting the combined impact of higher share price performance and strong underlying financial results. The increase in CAP for 2025 was driven primarily by an increase in the fair value of equity awards, including (i) equity awards granted in prior years that vested during 2025 and (ii) changes in the fair value of unvested awards outstanding at year-end. These valuation impacts were amplified by the improvement in the Company's share price during 2025, consistent with the design of the Company's long-term incentive program, which places a significant emphasis on stock-based compensation to align executive pay outcomes with shareholder value creation. Compared to 2024, when TSR declined and CAP generally tracked compensation reported in the SCT, the 2025 increase in CAP reflects the restoration of TSR momentum and the resulting positive impact on equity-based compensation valuations. While CAP increased more significantly than year-over-year changes in net income or operating EPS, this outcome is consistent with the methodology prescribed under SEC rules, which require changes in the fair value of equity awards to be reflected in CAP regardless of the year in which such awards were originally granted. Overall, the company believes the 2025 CAP outcomes demonstrate strong alignment between executive compensation and Company performance, as measured by TSR, net income and operating EPS. The Compensation Committee views theses results as consistent with the Company's pay-for-performance philosophy and reflective of sustained financial execution and shareholder value creation during 2025. 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.
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. ^ Exclusive distribution channels only |
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 2025, our last completed fiscal year: •The annual total compensation of the Company's Co-CEO5 was $9,468,963, 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 $62,339. Based on this information, for 2025, 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 152 to 1.6 The Company believes, however, that since companies may employ different methodologies and assumptions to determine such a ratio, this pay ratio should not be relied upon for comparison purposes with the Company's peers. For 2025, for purposes of our pay ratio calculation, we used the same median employee (a U.S. resident full-time employee) as identified for 2023 and 2024. 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 and 2025, 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.
CEO Pay Ratio
| Calculation of Annual Total Compensation and CEO Pay Ratio |
CEO Pay Ratio
•To determine the annual total compensation of the Company's Co-CEO, we used the total compensation amount ($9,453,935) reflected in the 2025 Summary Compensation Table included in this Proxy Statement, then added non-cash compensation consisting of Company-paid healthcare benefits.7 •We then combined all of the elements of the median employee’s compensation for 2025, 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,8 in order to arrive at the “median employee’s” annual total compensation amount ($62,339). •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. 5 Because the Company operated with Co-CEOs during 2025, 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. 6 Using the annual total compensation of Mr. Darden, the other Co-CEO, for calculation purposes would have resulted in a ratio of 146 to 1. 7 Company-paid healthcare benefits, totaling $15,028, were included in the calculation of the annual total compensation of the Company's Co-CEO for 2025. 8 Company-paid healthcare benefits, totaling $6,890, were included in the calculation of the median employee's annual total compensation for 2025.
DIRECTOR COMPENSATION PHILOSOPHY
DIRECTOR COMPENSATION PHILOSOPHY The Company seeks to compensate its non-employee directors by paying market-based compensation designed to attract the desired caliber of directors to the Board and to align those directors’ interests with shareholders' interests, focusing on results and the long-term by emphasizing equity compensation in the form of restricted stock, restricted stock units, and stock options.
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION The table below summarizes the compensation paid by the Company to non-employee directors during the fiscal year ended December 31, 2025.
2025 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards1 ($) | Option Awards2 ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Matthew J. Adams3 | 95,000 | 152,122 | 0 | 0 | 0 | 0 | 247,122 | | Linda L. Addison | 145,000 | 180,033 | 0 | 0 | 0 | 0 | 325,033 | | Marilyn A. Alexander | 100,000 | 180,033 | 0 | 0 | 0 | 0 | 280,033 | | Cheryl D. Alston | 125,000 | 180,033 | 0 | 0 | 0 | 0 | 305,033 | | Mark A. Blinn | 100,000 | 180,033 | 0 | 0 | 0 | 0 | 280,033 | | James P. Brannen | 120,000 | 180,033 | 0 | 0 | 0 | 0 | 300,033 | | Alice S. Cho | 112,500 | 180,033 | 0 | 0 | 0 | 0 | 292,533 | | Philip M. Jacobs3 | 95,000 | 152,122 | 0 | 0 | 0 | 0 | 247,122 | | Steven P. Johnson4 | 37,500 | 60,048 | 0 | 0 | 0 | 0 | 97,548 | | David A. Rodriguez | 100,000 | 180,033 | 0 | 0 | 0 | 0 | 280,033 | | Mary E. Thigpen | 135,000 | 180,033 | 0 | 0 | 0 | 0 | 315,033 |
2025 DIRECTOR COMPENSATION
1 The amounts presented in this column are computed in accordance with ASC 718 and represent the grant date fair values for 1,604 shares of restricted stock awarded to each of Mses. Alston, and Thigpen, and Messrs. Blinn and Johnson on January 2, 2025; 1,604 RSUs awarded to each of Mses. Addison, Alexander and Cho, and Messrs. Brannen and Rodriguez on January 2, 2025; 1,183 shares of restricted stock awarded to Mr. Adams on March 3, 2025; and 1,183 RSUs awarded to Mr. Jacobs on March 3, 2025. 2 Aggregate outstanding option awards at fiscal year-end 2025 are as follows: for Ms. Alexander, 5,182 shares and for Ms. Alston, 14,017 shares. For Mses. Addison, Cho and Thigpen, and Messrs. Adams, Blinn, Brannen, Jacobs, Johnson and Rodriguez, 0 shares. 3 Messrs. Adams and Jacobs were appointed to the Board on February 26, 2025. 4 Mr. Johnson retired from the Board on April 24, 2025.