DEF 14A of Reinsurance Group Of America Inc

Filed Apr 11, 2024 · FY20230000898174-24-000090

Open on EDGAR

Item 1 – Election of Directors
Item 1 – Election of Directors The first item to be acted upon at the Annual Meeting is the election of the following director nominees to the Company's Board of Directors, each with a term ending at the Company's 2025 annual meeting of shareholders:
Item 1 – Election of Directors
| Name | Director Since | Independent | | Pina Albo | 2019 | Yes | | Michele Bang | 2023 | Yes | | Tony Cheng | 2023 | No | | John J. Gauthier | 2018 | Yes | | Patricia L. Guinn | 2016 | Yes | | Hazel M. McNeilage | 2018 | Yes | | George Nichols III | 2022 | Yes | | Stephen O'Hearn (Chair) | 2020 | Yes | | Alison Rand | 2024 | Yes | | Shundrawn Thomas | 2021 | Yes | | Khanh T. Tran | 2022 | Yes | | Steven C. Van Wyk | 2019 | Yes |
Item 1 – Election of Directors
The Board nominates each of these individuals for election at the Annual Meeting. Each nominee is currently a member of the Board. All director nominees stand for election for a one-year term. Should any one or more of the nominees be unable or unwilling to serve (which is not expected), the proxies will be voted for such other person or persons as the Board may recommend unless such proxies are marked otherwise. See "Board of Directors and Corporate Governance" beginning on page 11 for further information related to "Item 1 - Election of Directors."
Board of Directors
Board of Directors
Board Composition
Board Composition Each of the nominees standing for election has a core set of skills, talents and attributes that make them valuable members of our Company's Board. When searching for new Board candidates, the Nominating and Governance Committee considers the evolving needs of the Company's global business and searches for Board candidates who fill any current or anticipated needs or gaps in skills, experience and overall Board composition. The Nominating and Governance Committee of the Board has determined that all of our nominees should possess the following qualifications:
Board Composition
| Director Qualifications | | | Director Qualification | Description | | Commitment to Our Values | Directors and candidates should be committed to promoting the Company's financial success and preserving and enhancing our business and ethical reputation, as embodied in our codes of conduct and ethics. | | Diversity | Directors and candidates should reflect a diversity of viewpoints, background, work and other experiences (including military service), and other demographics, such as race, gender identity, ethnicity, sexual orientation, culture and nationality. | | Financial Literacy | Directors and candidates should be "financially literate" as such qualification is interpreted by the Board in its business judgment. | | Independence | Directors and candidates should not have any conflicts of interest or other commitments that would prevent such director from fulfilling the obligations of a director. Mr. Cheng, as our President and Chief Executive Officer, is not independent. | | Knowledge and Experience | Directors and candidates should possess knowledge and experience that will complement that of other directors and promote the creation of shareholder value. | | Leadership Experience | Directors and candidates should possess significant leadership experience, such as experience in business, finance/accounting, financial services regulation, education or government, and shall possess qualities reflecting a proven record of accomplishment and ability to work with others. | | Reputation and Integrity | Directors and candidates should be of high repute and recognized integrity and not have been convicted in a criminal proceeding (excluding traffic violations and other minor offenses). | | Other Factors | Directors and candidates should have such other qualifying and desirable characteristics as identified by the Nominating and Governance Committee from time to time. |
Board Composition
Other areas of expertise or experience are desirable given our Company's global reinsurance business and operations, including: life insurance, actuarial science, financial services, information technology, cybersecurity, data privacy and security, international markets, operations, capital markets, investments, banking, risk management, human capital management and sustainability.
Changes in Directors
Changes in Directors Since the 2023 Annual Meeting of Shareholders, the Board's composition has changed as follows: On October 1, 2023, Michele Bang was appointed as a member of the Board. Ms. Bang is the former Deputy Chief Executive Officer of Eastspring Investments, the Asia asset management arm of Prudential plc. During her time with Prudential she served as the executive team member that drove digital innovation and technology integration throughout the firm. Anna Manning retired as the Company's Chief Executive Officer and as a director on December 31, 2023. On April 1, 2024, Alison Rand was appointed as a member of the Board. Ms. Rand is the former Executive Vice President and Chief Financial Officer of Primerica, Inc. While at Primerica she managed investor relations, strategic planning, capital management, product development and financial reporting and analysis.
Director Skills Matrix
Director Skills Matrix All of our directors bring significant executive leadership, management and industry expertise derived from their careers and professions. When considering whether our current directors have the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of the Company's business and structure, the Nominating and Governance Committee and the Board focus on the diversity of experience of the directors, illustrated in the director biographies and the following skills matrix.
Director Skills Matrix
| Director Skills Matrix | | | | | | | | | | | | | | Director Qualifications, Attributes and Skills | Albo | Bang | Cheng | Gauthier | Guinn | McNeilage | Nichols | O'Hearn (Chair) | Rand | Thomas | Tran | Van Wyk | | Corporate Governance & Public Company Board. Experience in public company corporate governance issues, policies and practices, shareholder relations, financial reporting and compliance, strategic planning and risk oversight. | ● | | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | Financial Literacy. Knowledge of finance or financial reporting, complex financial management, capital allocation, experience with debt/capital market transactions and mergers and acquisitions. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Government/Regulatory. Experience in government and regulatory affairs, and regulated industries, including as part of a business and/or through positions with government organizations or regulatory bodies. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Human Capital Management. Talent acquisition, development, engagement and retention; wellness and benefits; diversity, equity and inclusion; director, CEO and senior executive succession planning. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Industry Knowledge. Experience in the Company's businesses and industries including traditional individual and group life and health, disability and critical illness reinsurance and financial services, such as longevity reinsurance, asset-intensive reinsurance, financial reinsurance and stable value products. | ● | ● | ● | | ● | | ● | ● | ● | | ● | | | International. Experience doing business internationally or focused on international issues and operations and exposure to markets, environments, economic conditions and cultures outside the U.S. associated with a global workforce and international business activities. | ● | ● | ● | ● | ● | ● | | ● | | | ● | ● | | Investments. Experience in investment policy and strategy, global asset/liability management, research and strategy development, portfolio construction, and risk management. | | ● | | ● | ● | ● | | | | ● | ● | | | Risk Assessment and Management. Experience identifying and prioritizing a spectrum of risks and managing and overseeing complex risk management matters. | ● | ● | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | Senior Leadership Experience. Significant leadership experience, including serving as a CEO, senior executive, division president or functional leader within a complex corporate entity. | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Sustainability. Knowledge of and experience with environmental, social and governance issues, trends, disclosures and practices, corporate citizenship and behavior, sustainable business model and strategy. | ● | ● | | ● | | ● | ● | ● | ● | ● | ● | | | Technology and Cybersecurity. Knowledge of and experience with implementing technology strategies, understanding of emerging technologies and cybersecurity risks, issues and protections; long-term systems planning and strategy. | | | | | | ● | | | ● | ● | | ● |
Director Nominees
Director Nominees The Company recommends a vote FOR all of the following nominees for election to the Board.
Director Nominees
| Pina Albo | | | | Business Experience: Ms. Albo is the Chief Executive Officer of Hamilton Insurance Group ("Hamilton"), a Bermuda-based holding company for Hamilton Re, a global specialty insurer and property and casualty reinsurer. Prior to joining Hamilton, she spent 25 years at Munich Re, starting as a claims expert and holding increasingly senior positions that culminated in roles as President, Reinsurance Division, Munich Re America and later Member of the Board of Executive Management. She began her career as a lawyer after having earned law degrees in both Canada and France. Ms. Albo currently serves as Chair of the board of directors for the Association of Bermuda Insurers and Reinsurers. | | Chief Executive Officer of Hamilton Insurance Group | Age: 61 Director since: 2019 Independent | | Michele Bang | | | | Business Experience: Ms. Bang was the Deputy Chief Executive Officer of Eastspring Investments, the Asia asset management arm of Prudential plc. During her time with Prudential, she concurrently served as executive team member that drove digital innovation and technology integration throughout the firm. Prior to her role with Prudential, Ms. Bang held senior leadership roles and board seats in Asia for Deutsche Asset Management (now DWS Group). She has been active in new economy innovation as an investor, competition judge, and advisor to entrepreneurs in the health, education, and fintech space. She has a Bachelor of Arts degree from Cornell University. | | Retired Deputy Chief Executive Officer of Eastspring Investments | Age: 59 Director since: 2023 Independent |
Director Nominees
| Tony Cheng | | | | Business Experience: Mr. Cheng is President and Chief Executive Officer of Reinsurance Group of America, Incorporated. He has been Chief Executive Officer since January 1, 2024 and was named President in January 2023. Prior to this appointment Mr. Cheng was Executive Vice President, Head of EMEA, Asia, and Australia for RGA Reinsurance Company, providing executive oversight for the Company's EMEA, Asia and Australia operations. Mr. Cheng joined RGA in 1997 as Chief Actuary of Malaysian Life Reinsurance Group Berhad. In 2004, he was named Chief Executive Officer of the Hong Kong office, responsible for all business activity in Hong Kong and Southeast Asia, and in 2011, he was named Senior Vice President, Asia. Mr. Cheng received a Bachelor of Economics (B.Ec.) degree from Macquarie University in Sydney, Australia and an M.B.A. from Washington University in St. Louis's John M. Olin School of Business. He is a Fellow of the Institute of Actuaries of Australia (FIAA). An active participant and past President of the Actuarial Society of Hong Kong, he has also served as a council member for the Society and as a past Chair of its Experience and Life Committees. | | President and Chief Executive Officer of the Company | Age: 50 Director since: 2023 Not independent |
Director Nominees
| John J. Gauthier | | | | Business Experience: Mr. Gauthier was the Chief Investment Officer of Allied World Assurance Company Holdings, AG, a global provider of insurance and reinsurance solutions, from 2008 to 2018. Mr. Gauthier also served as President of Allied World Financial Services Company, Inc. from 2012 until his retirement in 2018. Before joining Allied, Mr. Gauthier was a Managing Director with Goldman Sachs Asset Management, a division of Goldman Sachs & Co. Prior to Goldman Sachs, he was with Conning Asset Management and General Reinsurance/New England Asset Management and The Travelers. Mr. Gauthier holds a B.S. in computer information systems from Quinnipiac University and an M.B.A. in finance from The Wharton School, University of Pennsylvania. He is a Chartered Financial Analyst (CFA). He is Principal at JJG Advisory, LLC, a consulting business, and at Talcott Capital Partners, LLC, an investor advisory business. He serves on the board of directors of The Hartford Funds Group, Hamilton Insurance Group, LTD. and Middlesex Health System, Inc. | | Retired CIO of Allied World Assurance Company Holdings, AG and Retired President of Allied World Financial Services Company, Inc. | Age: 62 Director since: 2018 Independent | | Patricia L. Guinn | | | | Business Experience: Ms. Guinn was the Managing Director of Risk and Financial Services and a member of the executive leadership team at Towers Watson from 2010 until her retirement in 2015. Previously, she served as a Member of the Board and the Managing Director of Risk and Financial Services at Towers Watson's predecessor company, Towers Perrin. Overall, she has over 40 years of experience in the insurance industry. Ms. Guinn is a member of the board of directors of AssetMark Financial Holdings, Inc. and Constellation Insurance Holdings; she chairs the audit committee of each and is a member of the compensation committee of AssetMark. She is an Association Member of BUPA and advisory board member of EOS Ventura Partners. She previously served on the board of Allied World Assurance Company Holdings AG. Additionally, Ms. Guinn is a fellow of the Society of Actuaries, a member of the American Academy of Actuaries and a Chartered Enterprise Risk Analyst. | | Retired Managing Director of Risk and Financial Services at Towers Watson | Age: 69 Director since: 2016 Independent | | Hazel M. McNeilage | | | | Business Experience: Ms. McNeilage was the Regional Managing Director, EMEA, for Northern Trust Corporation's Asset Management division from 2015 to 2018 and a Director of Northern Trust Global Investment Ltd. Prior to joining Northern Trust, Ms. McNeilage held a variety of roles with Northill Capital Partners from 2012 to 2015, including interim CEO for one of Northill's affiliates. Prior to that, she spent two years as Head of Funds Management for QIC, a major sovereign wealth fund based in Australia. From 2001 to 2009 Ms. McNeilage was with Principal Global Investors, during which she served in leadership positions around the world and was a member of several boards. Prior to Principal, Ms. McNeilage spent more than a decade with Towers Perrin (now Willis Towers Watson), including a three-year term on its board of directors. Ms. McNeilage received a Bachelor of Science from the University of Lancaster, England, with majors in Mathematics, Economics, and Operations Research. She is a Fellow of the Institute and Faculty of Actuaries, a Fellow of the Institute of Actuaries of Australia, and a Board Leadership Fellow of the National Association of Corporate Directors (U.S.). Ms. McNeilage holds certificates in cybersecurity from both Carnegie Mellon University and Harvard University. Ms. McNeilage also serves on the Board of Directors of Everest Group, Ltd. (NYSE: EG). | | Retired Regional Managing Director, EMEA of Northern Trust Asset Management | Age: 67 Director since: 2018 Independent |
Director Nominees
| George Nichols III | | | | Business Experience: Mr. Nichols currently serves as the President and CEO for the American College of Financial Services, the nation's largest nonprofit educational institution devoted to financial services. Previously, he spent 17 years at New York Life, holding principal roles in sales, profit and loss, strategic initiatives and public policy. Mr. Nichols served as executive vice president of Governmental Affairs and was named to the Executive Management Committee. Prior to joining New York Life, Mr. Nichols was the first Black insurance commissioner for the Commonwealth of Kentucky, leading the regulation of the Commonwealth's $10 billion insurance industry. Mr. Nichols sits on the Boards of Republic Bancorp, Inc. and OneAmerica Financial. He currently serves as Chair of the Board of Trustees for City Year. | | President and Chief Executive Officer, The American College of Financial Services | Age: 63 Director since: 2022 Independent |
Director Nominees
| Stephen O'Hearn (Chair) | | | | Business Experience: Mr. O'Hearn was employed by PricewaterhouseCoopers (PwC) for 38 years. He held a variety of leadership positions including serving as the Global Insurance Leader from 2015 to 2020, during which time he also served on PwC's financial services leadership team and the firm's extended global leadership team. A trained accountant, Mr. O'Hearn has 26 years of experience as an audit partner, serving a variety of clients in the financial services industry, including many of the world's leading insurers, while resident in Milwaukee, Tokyo, New York, Zurich and Munich, until his retirement from PwC in 2020. Mr. O'Hearn attended The University of Notre Dame, graduating summa cum laude in 1982. He is a Certified Public Accountant in the U.S. He serves on the Law, Regulation & Resilience Policies Working Group of the Insurance Development Forum, which is a collaboration between the insurance industry and various governmental organizations, including the United Nations and World Bank, aimed at improving resilience and narrowing the protection gap. Mr. O'Hearn is also Governor and Chairman of the Audit Committee of Junior Achievement Worldwide. | | Retired Global Leader, Insurance Practice at PricewaterhouseCoopers | Age: 63 Director since: 2020 Independent | | Alison Rand | | | | Business Experience: Ms. Rand is the retired Executive Vice President and Chief Financial Officer of Primerica, Inc. (NYSE: PRI). She joined Primerica in 1995 and held various roles with increasing responsibility and scope in finance, accounting and treasury functions, including tax, financial reporting and analysis, capital management, corporate strategy, risk management and investor relations. Prior to joining Primerica, Ms. Rand worked in the Audit department of KPMG LLP. She received a Bachelor of Science in accounting from the University of Florida. Ms. Rand serves on the board of directors of Regions Financial Corporation (NYSE: RF), and is a member of the Audit and Technology Committees. She previously served on the board of directors of Warburg Pincus Capital Corporation I-A (NYSE: WPCA). Ms. Rand is also involved in several nonprofit and advisory boards. | | Retired Executive Vice President and Chief Financial Officer of Primerica, Inc. | Age: 56 Director since: 2024 Independent |
Director Nominees
| Shundrawn Thomas | | | | Business Experience: Mr. Thomas is the founder and managing partner of The Copia Group, LLC, a private investment firm. Until June 1, 2022, he was President of Northern Trust Asset Management (NTAM), a leading global investment manager, and was a member of the executive management group of Northern Trust Corporation, collaborating with the CEO, board, and executive team to develop and execute corporate strategy and governance. Mr. Thomas holds a bachelor's degree in accounting from Florida A&M University, where he graduated magna cum laude and an MBA from the University of Chicago Booth School of Business, with concentrations in accounting and finance. | | Founder and Managing Partner, The Copia Group, LLC | Age: 50 Director since: 2021 Independent | | Khanh T. Tran | | | | Business Experience: Mr. Tran was the President and Chief Executive Officer of Aviation Capital Group LLC, a global commercial aviation leasing company until his retirement in 2020. Previously, he spent 25 years with the life insurance and annuity company Pacific Life, during which time he served in a number of senior executive roles, including President, Chief Investment Officer, Chief Financial Officer and Treasurer. Mr. Tran graduated from Whittier College in Whittier, California, with a Bachelor of Arts (B.A.) in economics and political science. He also has an M.B.A. with a focus on finance and marketing from UCLA Anderson School of Management. Mr. Tran has served on several corporate boards, including CIT Group, Inc., Aviation Capital Group LLC, Pacific Life Insurance Company, and Scottish Re. He is currently a trustee and Chair of the Finance Committee for the Semester at Sea. Mr. Tran is a champion of leadership, diversity, equity, and inclusion: in 2019, he founded and is currently chairman emeritus of the Orange County, California chapter of Ascend Leadership, the largest Pan-Asian professional membership organization in North America, dedicated to driving workplace and societal impact by developing, elevating and increasing Pan-Asian executive leaders. | | Retired President and Chief Executive Officer of Aviation Capital Group LLC | Age: 67 Director since: 2022 Independent | | Steven C. Van Wyk | | | | Business Experience: Mr. Van Wyk is the Group Chief Information Officer of HSBC Bank and is based in London. Prior to joining HSBC in December 2020, Mr. Van Wyk was the Chief Information Officer and Head of Technology & Innovation at PNC Financial Services Group, Inc., where he was responsible for all aspects of technology and innovation across the bank. Prior to his roles at PNC, Mr. Van Wyk served as CIO of ING Insurance Americas from 2006 to 2007 before becoming CIO/COO of ING Bank and ING Group Amsterdam from 2008 to 2013. From 1996 to 2006, Mr. Van Wyk served in various roles, including Vice President - Strategic Information Technology, Managing Director, CIO and COO of the Individual Investor Group of Morgan Stanley. Mr. Van Wyk holds a B.A. in Business Management and Accounting from Central University of Iowa and is a Certified Public Accountant (CPA), Certified Internal Auditor (CIA) and a Series 27 Financial/Operations Principal. | | Group Chief Information Officer of HSBC Bank PLC | Age: 65 Director since: 2019 Independent |
Director Compensation
Director Compensation The Human Capital and Compensation Committee (the "Committee") reviews director compensation periodically and recommends changes to the Board, when it deems appropriate, based on a variety of factors, including guidance and market information provided to the Committee by an independent compensation consultant. The Committee also reviews the responsibilities of directors generally, the responsibilities of Board and committee chairs and market practices. The Board reviews the recommendations of the Committee and provides final approval for the form and amount of director compensation. Directors who also serve as employees of the Company do not receive payment for services as a director. Based on recommendations from Meridian Compensation Partners ("Meridian"), the Committee's independent compensation consultant, and review and discussion by the Committee in July 2021, director compensation pay levels and program design will be reviewed every two years, with any adjustments typically taking effect the following year. Meridian analyzed director compensation programs and pay levels among the Company's peer group and recommended targeted compensation in line with the projected median of the peer group. Meridian advised that the Company's director compensation program was generally aligned with market practices by allocating a majority of director compensation in the form of equity. Meridian recommended, and the Committee approved a $5,000 increase in the annual equity retainer for the Chair of the Board, effective in May 2023. Information regarding the retention of Meridian can be found under "Compensation Discussion and Analysis – Executive Compensation Process – Compensation Consultant" below. Information regarding the 2021 peer companies used to set 2022 director compensation can be found under "Compensation Discussion and Analysis – Executive Compensation Process – Competitive Marketplace Assessment" in our Proxy Statement for our 2021 annual meeting of shareholders. During 2023, Mr. Cheng and Ms. Manning were the only directors employed by the Company, and the other directors were not employees of our Company or any subsidiary ("non-employee directors"). During 2023, compensation to our non-employee directors consisted of the following elements:
2023 Director Compensation Structure
2023 Director Compensation Structure
2023 Director Compensation Structure
| Annual Retainer | | | Chair of the Board | $215,000 | | All other independent directors | $115,000 | | Committee Chair Additional Retainer | | | Audit Committee Chair | $27,500 | | Cybersecurity and Technology Subgroup Chair | $22,500 | | Human Capital and Compensation Committee Chair | $22,500 | | Investment Committee Chair | $22,500 | | Nominating and Governance Committee Chair | $22,500 | | Risk Committee Chair | $22,500 | | Subgroup Member Retainer | | | Transaction Review Subgroup | $10,000 | | Cybersecurity and Technology Subgroup1 | $10,000 | | Annual Stock Grants2 | | | Chair of the Board | $285,000 | | All other independent directors | $155,000 |
2023 Director Compensation Structure
1This subgroup was converted to a full Board committee in 2023. This retainer will not be paid in 2024. 2Number of shares issued is based upon the fair market value of the stock on the date of the grant. We also reimburse directors for reasonable out-of-pocket expenses incurred in connection with attending and participating in Board and Committee meetings and director education programs. The Company also matches charitable donations made by each director in an amount up to $1,500 each year.
2023 Director Compensation Structure
| Name | Fees Earned or Paid in Cash1 | Stock Awards2 | All Other Compensation3 | Total | | Pina Albo | $115,000 | $154,947 | $— | $269,947 | | Michele Bang | $67,500 | $— | $— | $67,500 | | John J. Gauthier | $147,500 | $154,947 | $1,500 | $303,947 | | Patricia L. Guinn | $152,500 | $154,947 | $1,500 | $308,947 | | Hazel M. McNeilage | $147,500 | $154,947 | $1,500 | $303,947 | | Ng Keng Hooi4 | $52,084 | $64,609 | $— | $116,693 | | George Nichols III | $125,000 | $154,947 | $— | $279,947 | | Stephen O'Hearn | $225,000 | $285,033 | $1,500 | $511,533 | | Shundrawn Thomas | $147,500 | $154,947 | $1,500 | $303,947 | | Khanh T. Tran | $147,500 | $154,947 | $1,500 | $303,947 | | Steven C. Van Wyk | $137,500 | $154,947 | $— | $292,447 |
2023 Director Compensation Structure
1.This column reflects the retainer and fees earned in 2023 for Board and committee service. The 2023 cash retainer was paid in May 2023 to all directors, other than Ms. Bang. Ms. Bang joined the Board effective October 1, 2023 and the cash payment made to her consists of a prorated portion of: (i) the annual cash retainer and (ii) the annual stock grant to directors, paid in cash rather than equity because of the timing of Ms. Bang joining the Board. Messrs. Ng and Van Wyk elected to defer their retainers into the Phantom Stock Plan for Directors. 2.This column reflects: (i) the award of 1,072 shares (1,972 shares in the case of Mr. O'Hearn) of common stock on May 24, 2023, at a closing market price of $144.54. Ms. McNeilage and Messrs. Ng, O'Hearn, and Van Wyk elected to defer their stock awards under the Flexible Stock Plan for Directors into the Phantom Stock Plan for Directors. 3.This column reflects director participation in the Company's Matching Gifts program which supports eligible participants in their personal philanthropic and charitable giving by providing a limited dollar-for-dollar match (up to $1,500 per calendar year). 4.Mr. Ng served as a director until May 2023 and did not stand for re-election at the 2023 annual meeting of shareholders. He received a pro rata portion of the annual cash retainer and annual stock award.
2024 Director Compensation
2024 Director Compensation In July 2023 Meridian analyzed director compensation programs and pay levels among the Company's peer group and recommended targeted compensation in line with the projected median of the peer group. Meridian advised that the Company's director compensation program was generally aligned with market practices. Meridian recommended, and the Committee approved the following changes to Director Compensation for 2024: •a $10,000 increase in the annual cash retainer for directors other than the Chair of the Board; •a $10,000 increase to the annual equity retainer for directors other than the Chair of the Board; •a $7,500 increase to the annual Committee Chair retainer for the Audit Committee; and •a $2,500 increase to the annual Committee chair retainer for the Cybersecurity and Technology, Human Capital and Compensation, Investment, Nominating and Governance, and Risk Committees. No compensation changes were made for the Chair of the Board for 2024.
Compensation Program Practices
| What We Don't Do | | | X | No U.S. Employment Contracts. We do not have any employment or contractual pre-employment severance agreements for our U.S. named executive officers and we only offer limited benefits on termination of employment. | | X | Limited Perquisites. We do not offer our executives personal benefit perquisites, such as aircraft, cars or apartments and we do not reimburse our executives for personal benefit perquisites such as club dues or other social memberships, except in some foreign countries where such perquisites are required to maintain a local competitive position. | | X | No Preferential Payments. We do not pay preferential or above market returns on executive deferred compensation. | | X | Limited Benefits Upon Change in Control. We have limited benefits upon change in control and our Flexible Stock Plan does not require that awards automatically accelerate upon a change in control. | | X | No Repricing of Grants. Our Flexible Stock Plan prohibits repricing for underwater stock options and stock appreciation rights. | | X | No Golden Parachutes or Gross-Ups. We do not have any golden parachute agreements or tax gross-ups for severance payments with our executives. | | X | No Speculative Trading. Our Insider Trading Policy prohibits employees and directors from short-selling Company securities, and strongly discourages the use of standing and limit orders or any other transaction where there is no control over the timing of purchases or sales which could result in a trade occurring at a time when the employee is aware of material non-public information or otherwise not permitted to trade. | | X | No Hedging. Our Insider Trading Policy prohibits employees, officers and directors from engaging in hedging or monetization of Company securities, which can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forward contracts, equity swaps, collars and exchange funds. | | X | Pledging and Margin Accounts Prohibited. Our Insider Trading Policy prohibits employees, officers and directors from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan. |
Compensation Pay Mix
| Five Elements of Compensation and 2023 Actions | | | | | | | Compensation Elements | | | | | | | Our compensation program consists of the following five elements: | | | | | | | | Element | Form | Key Features | | | | 1. | Base Salary | Cash | ● | The only fixed compensation element, intended to attract and retain top talent. | | | | | | ● | Generally, we target base salary around the median of our peer companies, but this varies with individual skills, experience, responsibilities, performance and location. | | | | | | ● | Represents 19.4%* of the average named executive officer target total compensation for 2023. | | | 2. | Annual Bonus Plan | Cash | ● | Serves as an annual performance incentive to achieve established business goals. | | | | | | ● | Tied to one or more of the following factors: overall Company performance, performance of the participant's division or business unit and individual performance. | | | | | | ● | Performance goals established in the first quarter of each year with financial goals of each business unit aligning to corporate goals. | | | | | | ● | Payouts range from 0% of target payout to 200% of target payout, depending on performance. | | | | | | ● | The Annual Bonus Plan company-wide objectives were measured using the following components: (i) adjusted operating income per share; (ii) strategic scorecard; (iii) new business embedded value and (iv) annual adjusted consolidated revenue. The strategic scorecard is an assessment of performance in four focus areas for 2023: alternative capital; Creation Re; cybersecurity and data loss prevention; and DEI. See page 43 for a description of those components. | | | | | | ● | Represents 28.5%* of the average named executive officer target total compensation for 2023. | | | 3. | Performance Contingent Awards | Equity | ● | Serves as a performance incentive to achieve established intermediate-term financial measures and align our executives' interests with those of our shareholders. | | | | | | ● | Performance goals established at the beginning of each three-year cycle and fully vest after three years. | | | | | | ● | Payouts range from 0% of target payout to 200% of target payout, depending on Company performance. | | | | | | ● | For 2022 and 2023 awards, the Company measured financial performance over a three-year period, consistent with historical practice. Performance is based on (i) three-year average adjusted return on equity and (ii) three-year book value per share, excluding accumulated other comprehensive income, growth rate. Results may be modified up or down by a maximum of 10% based on three-year relative total shareholder return. Targets established for the 2022 grant were adjusted for impacts of Long-Duration Targeted Improvements ("LDTI") under new GAAP accounting rules effective January 1, 2023. | | | | | | ● | For the 2023 PCS grants, PCS represents 100% of the long-term compensation grant for the CEO, 75% for the President and 60% for all other named executive officers. | | | | | | ● | Performance contingent awards represented 38.3%* of the average named executive officer target total compensation for 2023. | | | 4. | Stock Based Awards | Equity | ● | Intended to motivate performance, promote appropriate risk-taking, align our named executive officers' long-term interests with shareholders' interests and promote retention. | | | | | | ● | Stock appreciation rights vest 25% per year, on December 31 of each year. | | | | | | ● | Restricted Share Units cliff-vest after a three year period. | | | | | | ● | Restricted share units represented 5.6%* of the average named executive officer target total compensation for 2023. | | | | | | ● | Stock appreciation rights represented 8.2%* of the average named executive officer target total compensation for 2023. | | | 5. | Retirement and Pension Benefits | Deferred Cash | ● | Intended to provide a competitive level of post-employment income as part of a total rewards package that supports our ability to attract and retain key members of our management. | | | | | | ● | In the U.S. there are two types of plans: qualified plans and non-qualified plans. | | | | | | | ● | Qualified plans are provided to eligible employees up to specified maximum amounts as determined by federal tax authorities. | | | | | | ● | Non-qualified plans are provided to eligible employees who earn compensation above the maximum amounts established by federal tax authorities. | | | | | ● | Hong Kong retirement and pension benefits are split between: (i) a mandatory provident fund where employees and employer contribute up to a maximum amount and (ii) a supplementary fund for compensation in excess of the maximum amount applicable to the mandatory provident fund benefit. | | | *Calculation excludes pension and retirement benefits. Average percentages are rounded. | | | | | |
Compensation Pay Mix
The performance contingent awards and the stock-based awards described above collectively form the Company's long-term incentive ("LTI") plan. For 2023, the LTI was allocated as follows: •100% PCS for Ms. Manning; •75% PCS and 25% SARs for Mr. Cheng; and •60% PCS, 20% RSUs and 20% SARs for all other named executive officers. The structure of the 2023 LTI award for Ms. Manning took into consideration that 2023 was to be her last year as Chief Executive Officer.
Compensation Element #1 - Base Salary
Compensation Element #1 - Base Salary The Committee begins its annual review of base salary for the named executive officers and senior management through discussion with the CEO on the previous year's expectations and achievements for each executive and their pay histories. In addition, the Committee references the base salary pay levels as compared to similar roles at our peer companies. The annual base salary determinations for executives are typically effective in the first quarter of each year. Adjustments to base salary are made periodically to recognize competitive changes, personal performance or change in position or responsibilities. In determining the base salaries of our named executive officers, the Committee considers internal equity, tenure, individual performance and our compensation compared to that of our peer companies, as well as published surveys. The Committee also considers recommendations submitted to it by our Chief Executive Officer for the other named executive officers. The Committee reviewed and approved the below base salaries for 2023, as follows:
Compensation Element #2 - Annual Bonus Plan
Compensation Element #2 - Annual Bonus Plan All full time and part time employees were eligible to participate in our 2023 Annual Bonus Plan ("ABP"), which provides annual cash incentive compensation based on one or more of the following factors: the Company's overall performance, the performance of the participant's division, business unit or department and individual performance during the previous year. Under the ABP, participants may receive a cash bonus each year. Actual payouts are capped at 200% of target. The ABP award is designed to serve as a short-term incentive. The target-level performance goals established by the Committee are intended to require substantial efforts by our management team toward our strategic goals, while at the same time they are intended to be within reach if such efforts are made and provide additional rewards for extraordinary achievement. The Committee establishes ABP objectives for the Company before the end of the first quarter each year and determines results and awards in February of the following year. In March 2023, the Committee approved the performance goals and business criteria for the named executive officers under the ABP for 2023, including the minimum, target and maximum ABP opportunities, as a percentage of base salary, as described below. The performance goals the Committee established were meant to require substantial efforts by our management team toward our strategic goals, but at the same time they were intended to be within reach if such efforts are made, and also provide additional rewards for extraordinary achievement. We believe that goals that are too difficult to attain would not have the effect of providing appropriate incentives. The targets established by the Committee reflect our annual goals for these metrics. The allocation of ABP awards between individual, business unit and overall Company performance varies for each participant and is based on his or her job responsibilities. In general, allocations for business unit, departmental and individual performance are weighted more heavily for employees with less overall Company responsibility. In contrast, allocations for the Company's overall performance are weighted more heavily for senior executives because their roles involve greater Company-wide responsibility. Awards are based on a specific target percentage of salary, which varies for each participant. Based on these criteria, the Committee approves a list of senior management participants, which includes (as applicable) individual incentive and/or business unit or division allocations, a minimum performance level that must be met before any payment can be made, as well as a target and a maximum. Business unit results are based on each business unit's financial performance metrics. While we intend to tie individual performance to clearly articulated and objective measures, it is necessary and at times prudent for management to use a certain degree of discretion in evaluating individual results. We consider business unit and individual performance when evaluating total compensation and may from time to time establish a specific ABP allocation for a particular business objective or project. The types of individual performance that may be taken into consideration include contributions toward revenue growth, earnings per share, return on equity capital, expense management, operational activities, risk management or product or client development, as well as items such as progress toward achievement of strategic goals, leadership capabilities, development of staff or progress on major projects in which the individual holds a key role. In 2023, a Cyber Mindset goal was established to reinforce the criticality of data loss prevention and data protection and reflect the Company's increased focus on cybersecurity. The Cyber Mindset goal contained three metrics linked to ongoing Company-wide "phishing" simulations and timely notifications of terminations, all to further the Company's protection against cybercriminals and other bad actors. Results were measured at both Company and business unit or department levels. Every employee of the company except for Ms. Manning and Mr. Cheng had an ABP allocation for the Cyber Mindset goal in 2023. The following metrics were used to measure the Company's 2023 overall performance in the Annual Bonus Plan: 1. Adjusted Operating Income Per Share (Weight: 50%). Adjusted operating income per share is our net income per share from continuing operations less realized capital gains and losses and certain other non-operating items. In some circumstances, we modify the calculation of Adjusted Operating Income Per Share for purposes of the ABP to exclude standard adjustments. Standard adjustments vary from year to year and may have a net positive or negative impact on our results. The Committee has the discretion to amend compensation payable under the ABP and the Committee may exercise such discretion to reduce ABP compensation if it believes Company financial results do not appropriately represent Company performance and efforts or if payment would be misaligned with shareholder interests. We believe this creates better market alignment with the ABP design. At the time metrics were approved, the Committee provided for adjustment of variable investment income (“VII”) outside a range of -50% to +50% of VII expected in our 2023 financial plan. As 2023 VII was within this range, no adjustment for VII was made. 2. Strategic Scorecard (Weight: 25%). The Strategic Scorecard is an annual assessment of accomplishments and progress on strategic non-financial goals in recognition of their importance to protecting, supporting, and enhancing the Company's brand, client partnerships, regulatory position, and other organizational objectives. It has an overall weight allocation of 25% of the Company ABP, with the individual goal weighting as detailed below:
Compensation Element #2 - Annual Bonus Plan
| Strategic Scorecard Components | | | | Component | Weight | Definition | | Alternative Capital | 25% | This goal focuses on identifying and sourcing alternative capital as needed through a variety of methods to support RGA's growth ambitions, provide capital use flexibility, and maintain RGA's capital efficiency. | | Creation Re | 25% | Recognizes high quality business that grows the underlying insurance market, increases penetration through the new use of reinsurance or increases our share of the reinsurance available. | | Cybersecurity and Data Privacy | 25% | Build out capabilities & deliver on initiatives to continue to mitigate risks associated with cybersecurity or data privacy events and to bring our current measures in line with expected tolerances. Manage cyber risk, build a culture of privacy and security, and protect RGA's financial interests, brand, image, and client partnerships. | | Diversity, Equity, and Inclusion | 25% | Implement our DEI Strategy to evolve RGA workplaces, specifically our talent practices, and the communities in which RGA has a presence into more diverse, equitable and inclusive environments. |
Compensation Element #2 - Annual Bonus Plan
The Strategic Scorecard categories and Company performance in each category were evaluated on a 1-5 scale, with "3" as meeting expectations, "1" as fully missing expectations, and "5" as fully exceeding expectations. The Committee determined an overall performance result for each goal and the total scorecard based on input from management and all Board members. The Committee's recommendation also required endorsement from the Board. 3. New Business Embedded Value (Weight: 15%). New business embedded value ("NBEV") is a measure of the value of the profits expected to emerge from new business net of the cost of supporting capital. NBEV is a forward-looking calculation that reflects the lifetime value created through new business sales. 4. Adjusted Consolidated Revenue (Weight: 10%). Annual adjusted consolidated revenue is total revenues earned by the Company less any excluded transactions undertaken for capital management or risk management purposes during the annual performance period. We also modify the calculation of Adjusted Consolidated Revenue for purposes of the ABP to exclude standard adjustments. Such standard adjustments vary from year to year and may have a net positive or negative impact on our results. For 2023, standard adjustments involved premiums related to single premium pension risk transfer transactions ("PRT"). The following table describes the adjustment to 2023 Adjusted Consolidated Revenues, for the purposes of ABP:
Compensation Element #2 - Annual Bonus Plan
| Adjusted Consolidated Revenue Calculation | | | (USD Millions) | 2023 | | Adjusted Consolidated Revenues, as reported | $18,567.0 | | Less PRT Premium Exclusion | 1,447.0 | | Adjusted Consolidated Revenues for ABP Purposes | $17,120.0 |
Compensation Element #2 - Annual Bonus Plan
The following table describes 2023 ABP performance measures and results:
Compensation Element #2 - Annual Bonus Plan
| 2023 Annual Bonus Plan | | | | | | | | Performance Measures and Goals | Weight | Minimum | Target | Maximum | Numerical Results | Payout Percent | | Adjusted Operating Income Per Share1 | 50.0% | $12.10 | $15.13 | $18.15 | $19.88 | 100.0% | | | | 80.0% | | 120.0% | | | | Strategic Scorecard | 25.0% | 1.00 | 3.00 | 5.00 | 3.63 | 32.9% | | | | 0.0% | 100.0% | 200.0% | | | | New Business Embedded Value | 15.0% | $370.00 | $658.00 | $945.00 | $1,020.00 | 30.0% | | | | 55.0% | | 145.0% | | | | Adjusted Consolidated Revenue | 10.0% | $15,703.0 | $17,448.0 | $19,193.0 | $17,120.0 | 9.1% | | | | 90.0% | | 110.0% | | | | Payout | | | | | | 171.9% | | 1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures. | | | | | | |
Compensation Element #2 - Annual Bonus Plan
The following table describes the minimum, target and maximum ABP opportunities for the named executive officers (as a percentage of base salary) as approved by the Committee in November 2022, and the actual ABP payments for 2023 performance, as approved by the Committee in February 2024:
Compensation Element #2 - Annual Bonus Plan
| 2023 Individual Annual Bonus Plan Results | | | | | | | | Name | ABP Threshold1 | ABP Target1 | ABP Maximum1 | Target ABP Award in Dollars | Actual ABP Percentage of Target2 | Actual ABP Payment | | Anna Manning3 | 100% | 200% | 400% | $2,200,000 | 171.9% | $3,782,574 | | Todd C. Larson4 | 65% | 130% | 260% | $910,000 | 166.2% | $1,512,581 | | Tony Cheng5 | 75% | 150% | 300% | $1,125,000 | 171.9% | $1,934,269 | | Leslie Barbi6 | 100% | 200% | 400% | $1,250,000 | 174.0% | $2,174,600 | | Ronald Herrmann7 | 50% | 100% | 200% | $650,000 | 200.0% | $1,300,000 | | 1Expressed as a percentage of base salary. | | | | | | | | 2 The weighted average of the Company-specific ABP financial performance metrics for 2023 performance was 171.9% | | | | | | | | 3Ms. Manning had ABP allocations based 100% on overall Company results. | | | | | | | | 4Mr. Larson had ABP allocations based 50% on overall Company results, 45% based on departmental results (Finance) and 5% based on Cyber Mindset results for Finance and Corporate Development departments, as well as individual performance. | | | | | | | | 5Mr. Cheng has ABP allocations based 100% on overall Company results. | | | | | | | | 6Ms. Barbi had ABP allocations based 50% on overall Company results, 45% on departmental results (Investments) and 5% on Cyber Mindset results for Investments, as well as individual performance. | | | | | | | | 7Mr. Herrmann had ABP allocations based 50% on overall Company results 45% on business unit results (US Markets) and 5% Cyber Mindset results for US Markets, as well as individual performance. Mr. Herrmann's 2023 ABP result was adjusted upward at the discretion of the Committee, based on the recommendation of the CEO, to account for the assumption of additional responsibilities during 2023. | | | | | | |
Compensation Element #3 - Performance Contingent Awards
Compensation Element #3 - Performance Contingent Awards Our Performance Contingent Awards are part of a performance-driven incentive program under our Amended & Restated Flexible Stock Plan ("Flexible Stock Plan"). The Flexible Stock Plan provides for the grant of performance contingent shares ("PCS"), stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs") and other stock-based awards, as well as cash awards, to our employees. Executives in leadership or senior management roles, or who are considered top subject matter experts within our Company, participate in this program. Our PCS program represents a significant portion of target compensation for our named executive officers and for other senior executives. The PCS grants are designed to allow us to reward the achievement of specific corporate financial performance goals with equity that is earned on the basis of Company performance. We implemented our performance contingent award program because we believe it is consistent with our pay-for-performance compensation philosophy and achieving the financial performance necessary to increase shareholder value. We believe that the PCS grants require management to focus on growth and return on equity, while the SARs and RSUs are designed to focus attention on accomplishment of longer-term goals and the creation of long-term shareholder value. The Committee annually evaluates the appropriate mix of pay elements in comparison to the market to remain competitive in our compensation practices and to best support our strategy. We also annually review the performance metrics to ensure they accurately align compensation with our intermediate-term goals and make changes or adjustments to such metrics when appropriate. The Committee sets award levels with a minimum level of Company performance that must be met before any payment to the individual can be made, as well as a target and a maximum. We use linear interpolation to determine the percentage of the target when performance falls between the minimum, target or maximum performance levels. If we do not meet minimum performance goals, payouts under the awards will not be made. If we exceed those performance goals, payouts under the award can be as much as 200% of the targeted award opportunity. As the Committee considers the financial objectives for a particular performance period, targets are set at amounts or ranges that are generally consistent with our publicly disclosed growth rate goals. The Committee believes that achievement of the targets will require a high level of financial and operating performance and the goals and ranges established for all PCS grants are challenging but achievable. PCS grants are not treated as outstanding shares until the performance results over the three-year performance period are calculated and payouts under the awards are made as determined and approved by the Committee. Payouts are made in common stock. Payment is also contingent upon the participant's employment status with the Company at the end of the three-year performance period. As discussed below under "Executive Compensation Process - Competitive Marketplace Assessment," the Committee determines a target total compensation package for our named executive officers based on an analysis of competitive market conditions and overall Company performance. All participants are required to maintain an acceptable level of performance to be eligible to receive equity incentive awards. For the 2021-2023 PCS program, the Committee established specific financial performance metrics for each of 2021 and 2022, with 2023 serving as an additional time vesting period. PCS grants prior to 2021 measured financial performance over a three-year period, but due to the COVID-19 pandemic, uncertain business environment and the inability at the time to reasonably determine metrics for a three-year plan given the pending implementation of LDTI in 2023, the Committee altered the measurement period for the 2021 grants only.
2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)
2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)
2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)
| Component | Weight | Definition | | Adjusted Operating Return on Equity1 | 33.5% | This metric is is calculated as adjusted operating income for the applicable year divided by average adjusted stockholders' equity. Adjusted stockholders' equity represents total stockholders' equity excluding accumulated other comprehensive income. The average of adjusted stockholders' equity will use monthly data points during the one-year evaluation period. | | Adjusted Operating Income1 | 33.5% | This metric is calculated for the applicable year as net income excluding substantially all of the after-tax effect of net investment related gains and losses, changes in the fair value of certain embedded derivatives and related deferred acquisition costs, any net gain or loss from discontinued operations, the cumulative effect of any accounting changes occurring after the targets have been established, and other items that management and the Committee believes are not indicative of the Company's ongoing operations. | | Book Value per Share, Excluding AOCI1 | 33.0% | This metric is defined as adjusted stockholders' equity for the applicable year divided by the end of period outstanding shares of the Company's common stock. Adjusted stockholders' equity represents total stockholders' equity excluding accumulated other comprehensive income ("AOCI"). Book value per share and adjusted stockholders' equity excluding AOCI are non-GAAP financial measures. | | 1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures. | | |
2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)
In February 2023, the Committee reviewed the results for the 2021 and 2022 performance periods and determined: (i) for 2021, Adjusted Operating Return on Equity and Adjusted Operating Income did not meet minimum threshold levels and Book Value per Share, Excluding AOCI exceeded target; and (ii) for 2022, Adjusted Operating Return on Equity, Adjusted Operating Income and Book Value per Share, Excluding AOCI exceeded their respective targets. The following table describes the goals established in March 2021 and actual results:
2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)
| 2021-2023 Performance Contingent Share Metrics | | | | | | | | 2021 Performance Measure | Weight | Threshold | Target | Maximum | Actual | Payout Percent | | Adjusted Operating Return on Equity1 | 33.5% | 2.7% | 5.7% | 7.2% | 0.08% | 0% | | Adjusted Operating Income1 ($M) | 33.5% | $258.2 | $516.3 | $645.4 | ($80.5) | 0% | | Book Value Per Share, Excluding AOCI1 | 33.0% | $122.18 | $135.75 | $142.54 | $139.53 | 51.4% | | 2021 Total Result | | | | | | 51.4% |
2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)
| 2022 Performance Measure | Weight | Threshold | Target | Maximum | Actual | Payout Percent | | Adjusted Operating Return on Equity1 | 33.5% | 7.9% | 9.4% | 10.9% | 10.3% | 55.1% | | Adjusted Operating Income1 ($M) | 33.5% | $675.0 | $900.0 | $1,125.0 | $986.1 | 46.3% | | Book Value Per Share, Excluding AOCI1 | 33.0% | $129.93 | $144.37 | $151.59 | $146.22 | 41.4% | | 2022 Total Result | | | | | | 142.9% | | 1See "Use of Non-GAAP Financial Measures" (pre-LDTI adoption) on page 91 for reconciliations from GAAP figures to adjusted operating figures. | | | | | | |
2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)
The total performance factor for the 2021-2023 PCS performance metric was 97.2% which represents the average of the 2021 and 2022 results. The third year of these grants represents time vesting only and payouts were made in the first quarter of 2024. In March 2022, the Committee eliminated the Adjusted Operating Income metric from PCS grants to remove overlap with the same metric in the Annual Bonus Plan. The Company uses two remaining metrics to measure PCS performance — three-year book value per share, excluding AOCI, growth (50%) and average operating return on equity (50%). Additionally, the Committee added a Relative Total Shareholder Return modifier to PCS awards, recognizing both the prevalence of relative total shareholder return metrics among the Company's peers and the importance of measuring the Company's performance against its peers. The Committee believes the addition of this modifier better aligns the Company's long-term incentive compensation program with market practices and reflects broader competition for investor capital. As such the metrics for PCS grants for the 2022-2024 performance period are:
2022-2024 PCS Performance Metrics
2022-2024 PCS Performance Metrics
2022-2024 PCS Performance Metrics
| Component | Weight | Definition | | Book Value per Share, excluding AOCI, Growth ("BVPS Growth")1 | 50.0% | BVPS Growth for each Performance Cycle is defined as the average of the annual growth rates in book value per share, excluding AOCI, for each year in the performance cycle. | | Average Operating Return on Equity ("Average ROE")1 | 50.0% | Average ROE for each Performance Cycle is defined as the average "Adjusted operating return, excluding standard adjustments, on equity (ex AOCI) - trailing 12 months" for each of the three years of the Performance Cycle. Standard adjustments identified are actuarial assumption reviews (e.g., mortality, morbidity, and lapse assumption changes and their impact on reserves and the carrying value of deferred acquisition costs), variable investment income outside of a range of -50% to +50% of income on these investments included in the three-year plan, and integration costs or other adjustments related to merger and acquisition activity. Standard adjustments represent a positive or negative impact to adjusted operating income. | | 1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures. | | |
2022-2024 PCS Performance Metrics
The Company's Relative Total Shareholder Return ranked against an established group of companies modifies the results of the above metrics up or down by a maximum of 10%. The established group of companies is different from the Company's general compensation peer group and includes life and health insurance peers that respond similarly to the macroeconomic environment. Companies in this group are: Aflac Incorporated, American Equity Investment Life Holding Company, Brighthouse Financial, Inc., CNO Financial Group, Inc., Globe Life Inc., iA Financial Corporation Inc., Lincoln National Corporation, Manulife Financial Corporation, MetLife Inc., Primerica, Inc., Principal Financial Group, Inc., Prudential Financial, Inc., Sun Life Financial Inc., and Unum Group. The Committee may remove a company from the established group due to events that have a substantial impact on its business, including bankruptcy, insolvency, merger or similar events that significantly change the operational scope of the company. The target grants reflected significant uncertainty regarding future development of the COVID-19 pandemic, the response thereto and related impacts on expected Company performance. At the time of these grants, the COVID-19 Omicron variant was in its emergent phase and longer-term population or industry projections were not generally available. The Company modeled a range of potential population impacts for 2022, 2023 and 2024 with assumptions about infection rates, lethality and vaccination protection. Population impacts were translated based upon the Company's exposures and the material prior period claims impacts to the Company's operations. The Company estimated that it incurred approximately $1.4 billion and $310 million of COVID-19 related impacts for the year ended December 31, 2021 and the first quarter ended March 31, 2022, respectively. Additionally, pursuant to the terms of these grant agreements the Committee was required to adjust the target metrics for impacts of the implementation of LDTI under new GAAP accounting rules effective January 1, 2023. The following table describes the goals established in March 2022, as adjusted for impacts of LDTI:
2022-2024 PCS Performance Metrics
| 2022-2024 Performance Contingent Share Metrics | | | | | | Performance Measure | Weight | Minimum | Target | Maximum | | Book Value per Share, excluding AOCI, Growth ("BVPS Growth")1 | 50.0% | 2.4% | 4.7% | 5.9% | | Average Operating Return on Equity ("Average ROE")1 | 50.0% | 6.2% | 8.8% | 10.1% | | 1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures. | | | | |
2022-2024 PCS Performance Metrics
In March 2023, the Committee established the targets and ranges for the following PCS performance measures: (i) three-year adjusted operating return on equity and (ii) three-year book value per share, excluding AOCI, growth. These results may be modified up or down by a maximum of 10% based on three-year relative total shareholder return. These measures were set for the period beginning in 2023 at levels that are consistent with our intermediate term-goals for each measure. The performance period for the 2023 PCS grant began on January 1, 2023, and will end on December 31, 2025.
2022-2024 PCS Performance Metrics
| 2023-2025 Performance Contingent Share Metrics | | | | | | Performance Measure | Weight | Minimum | Target | Maximum | | Book Value per Share, excluding AOCI, Growth ("BVPS Growth")1 | 50.0% | 5.0% | 7.0% | 9.0% | | Average Operating Return on Equity ("Average ROE")1 | 50.0% | 9.5% | 11.0% | 12.5% | | 1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures. | | | | |
2022-2024 PCS Performance Metrics
| 2023 PCS Awards | | | Name | Number of PCS Granted | | Anna Manning1 | 53,130 | | Todd C. Larson | 8,804 | | Tony Cheng | 11,182 | | Leslie Barbi | 5,421 | | Ronald Herrmann | 4,229 | | 1Ms. Manning's 2023 long-term incentive compensation was weighted 100% to PCS. | |
Stock Appreciation Rights
Stock Appreciation Rights Stock Appreciation Rights ("SARs") are granted annually under our Flexible Stock Plan to executives in leadership or senior management roles, or to employees considered top subject matter experts within the Company. The number of SARs granted annually is based on the grant recipient's position and level of responsibility within the Company. The Committee considers compensation data of our peer companies and published surveys in determining the total target compensation, inclusive of SARs granted to our named executive officers and other participants. We believe this program focuses participants on our strategic and financial goals while aligning our executives' interests with those of our shareholders and promoting retention. For more information on our peer companies, see "Executive Compensation Process - Competitive Marketplace Assessment." The vesting schedule for SARs grants is four years, 25% of which vests on December 31 of each of the four years. The grant value of a SAR is equal to the NYSE closing price of the Company's common stock on the grant date of the award (i.e., the date of the March Committee meeting at which the Committee approves the grants), multiplied by a Black-Scholes Model factor (which calculates the current economic value of a SAR using assumptions that include exercise price, the term of the award, a risk-free rate of interest, dividend yield and observed market volatility). Upon vesting, the SARs become exercisable by recipients and upon exercise are settled in unrestricted shares of common stock. The SARs expire 10 years after the grant date. In March 2023, the Committee approved the 2023 annual Stock Appreciation Rights ("SARs") awards for our named executive officers and other company executives. The vesting schedule for the annual SARs grant is four years (vesting 25% at the end of each year). We made these grants because we believe that SARs are an appropriate vehicle for providing long-term value to participants because of the alignment to long-term shareholder value. The SARs granted on March 9, 2023 have a strike price of $138.34, which was the closing price of our stock on the date the grants were approved. See "Compensation Tables - Executive Compensation Tables - Grants of Plan-Based Awards in 2023" for a description of the 2023 annual SARs grants. The following table describes the 2023 annual SARs awards for the named executive officers, granted on March 9, 2023:
Restricted Stock Units
Restricted Stock Units The Company grants restricted stock units ("RSUs") to executives in leadership or senior management roles, or to employees considered top subject matter experts within our Company under our Flexible Stock Plan. The number of RSUs granted annually is based on the grant recipient's position and level of responsibility within the Company. The Committee considers compensation data of our peer companies and published surveys in determining the total target compensation, inclusive of RSUs, granted to our named executive officers and other participants. We believe this program aligns our executives' interests with those of our shareholders and promotes retention. RSUs vest on December 31st of the third year from grant. Upon vesting, the RSUs are settled in unrestricted shares of common stock. In March 2023, the Committee approved the 2023 annual Restricted Share Unit ("RSU") awards for our named executive officer and other company executives. The cliff-vesting schedule for the annual RSU grant is three years from January 1, 2023. The RSU awards will fully vest for individuals employed with the Company on December 31, 2025 and pay out in shares of the Company's common stock. The following table describes the 2023 annual RSU awards for the named executive officers, granted on March 9, 2023:
2023 RSU Grants
2023 RSU Grants
2023 RSU Grants
| Name | Number of RSUs Granted | | Anna Manning1 | — | | Todd C. Larson | 2,935 | | Tony Cheng2 | — | | Leslie Barbi | 1,807 | | Ronald Herrmann | 1,410 | | 1Ms. Manning's 2023 Long-Term Incentive compensation was weighted 100% to PCS, and thus she did not receive any RSUs for 2023. | | | 2Mr. Cheng's 2023 Long-Term Incentive compensation was weighted 75% to PCS and 25% to SARs, and thus he did not receive any RSUs for 2023. | |
Compensation Element #5 - Retirement and Pension Benefits
Compensation Element #5 - Retirement and Pension Benefits We recognize the importance of providing comprehensive and cost-effective employee benefits to attract, retain and motivate employees. We offer our executives market competitive retirement programs as described below, including defined contribution savings plans, traditional defined benefit and hybrid defined benefit pension plans and an executive deferred savings plan. Because our named executive officers are residents of or previously accrued benefits in the United States, Canada and Hong Kong, we have described the benefits in those jurisdictions below. Qualified and Registered Plans - U.S. Savings Plan. U.S.-based employees of the Company may participate in a qualified 401(k) plan and make pre-tax, Roth and after-tax elective deferrals to the plan ("Savings Plan"). Employees may contribute up to the maximum allowed by the U.S. Internal Revenue Code. In compliance with the U.S. Internal Revenue Code for 2023, contributions to the Savings Plan cannot be made on cash compensation in excess of $330,000 and employee contributions were limited to a maximum of $40,500 ($22,500 plus an additional $7,500 for those 50 years of age and older, plus $10,500 in after-tax contributions). The Company provides matching contributions on elective deferrals up to 5% annually, as well as a 5% fixed employer contribution for employees hired in 2020 or later. Employees hired before 2020 receive a 2% fixed employer contribution at year end in addition to the 5% match. Pension Plan. U.S. based employees, including certain named executive officers, participate in the RGA Performance Pension Plan ("Pension Plan"), a qualified defined benefit plan. The Pension Plan is a widely available retirement plan for all full-time employees hired before January 1, 2020, and is intended to provide a source of income for employees during retirement. The Pension Plan provides a "Performance Pension Account Benefit," that is generally defined as a lump sum account balance payable on or after termination of employment. The account balance may be converted to an actuarial equivalent annuity benefit. Employees hired before January 1, 2020 are eligible to participate in the pension plan and accrue benefits under the Performance Pension Account Benefit (subject to the age and service requirements required by the plan to begin participation). Employees hired on or after January 1, 2020 are not eligible to participate in the Pension Plan. Non-qualified and Supplemental Plans - U.S. Non-qualified Augmented Plan. The Company's Augmented Benefit Plan ("Augmented Plan") is designed to restore benefits unavailable in the qualified Savings Plan and Pension Plan due to IRS compensation limitations for qualified plans, which was $330,000 for 2023. The Augmented Plan provides U.S. based executives at the vice president level and above benefits based on an employee's annual cash compensation, in accordance with the Internal Revenue Code. The Augmented Plan provides executives the opportunity to receive employer matching, employer non-elective contribution credits, and additional pension plan credits without regard to qualified plan limitations imposed by the IRS. The Augmented Plan has two components: a 401(k) Savings component and a Pension component. All contributions to the Augmented Plan are made by the Company. The matching contribution credits in the 401(k) Savings component of the Augmented Plan are only made if an employee's compensation for the year has not otherwise been matched with a credit in the Executive Deferred Savings Plan. The investment fund alternatives in the savings portion of the Augmented Plan are identical to the options in the qualified Savings Plan, except the Augmented Plan includes a fixed rate option, which offers a fixed interest rate set at the beginning of the plan year. The Company does not pay above-market or preferential earnings, compensation or returns under the Augmented Plan or any other plan. Distributions from the Augmented Plan cannot be made until the participant is no longer employed by the Company. Non-qualified Executive Deferred Savings Plan. U.S. employees at the vice president level and above are eligible to participate in our Executive Deferred Savings Plan ("EDSP"), a non-qualified savings plan which allows employees to defer income, including ABP payments, without regard to qualified plan limitations. For the 2023 plan year, eligible employees are able to defer up to 50% of their base salary and up to 75% of their ABP payments. The Company credits EDSP accounts with matching contributions equal to the matching contributions unavailable to the employee under the Savings Plan (100% of total deferrals up to 5% of compensation in 2023) due to IRS compensation limits. Employees cannot withdraw any amounts from EDSP balances until they are no longer employed by the Company or until they reach the designated distribution date selected by the employee at the time of their deferral election. With respect to these distributions, participants may elect to receive either a lump-sum payment or annual installments paid out over a period lasting between 2 and 15 years. The investment fund alternatives under the EDSP are identical to those in the Savings Plan, except the EDSP includes a fixed rate option, which offers a fixed interest rate set at the beginning of the plan year. The Company does not pay above-market or preferential earnings, compensation or returns under EDSP or any other plan. Named Executive Officer Status. As of the completion of 2023: •Ms. Manning met the vesting requirements of the pension plans and was therefore eligible to receive her Performance Pension Account benefits in both the U.S. Pension Plan and the Augmented Benefit Plan upon the termination of her employment with the Company. Ms. Manning met the vesting requirements of the savings plans and was therefore eligible to receive the savings account benefits from the U.S. Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of her employment with the Company. Ms. Manning also met the vesting requirements of the Supplemental Payment (described below) upon the termination of her employment with the Company. •Mr. Larson and Mr. Cheng met the vesting requirements of the pension plans and are therefore eligible to receive their Performance Pension Account benefits in both the U.S. Pension Plan and the Augmented Benefit Plan upon their termination of employment with the Company. Mr. Larson and Mr. Cheng also met the vesting requirements of the savings plans and are therefore eligible to receive the savings account benefits from the U.S. Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of their employment with the Company. •Ms. Barbi and Mr. Herrmann met the vesting requirements of the savings plans and are therefore eligible to receive the benefits from the U.S. Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of their employment with the Company. Manning Supplemental Payment Agreement. As previously disclosed, the Company agreed to provide a supplemental payment (the "Supplemental Payment") to Ms. Manning upon her retirement from the Company, as an acknowledgment of the financial implications on her retirement benefits with respect to her relocation to the U.S. from Canada in 2016. The Supplemental Payment is designed to supplement the post-retirement benefits she will receive under the Company's U.S. and Canadian retirement and savings plans to provide her with an aggregate financial value comparable to that which she would have received under the Company's U.S. retirement and savings plans had she worked in the U.S. for her entire career.
Compensation Element #5 - Retirement and Pension Benefits
The Supplemental Payment will represent the difference between (i) the value of the Company-provided benefits that she would have received upon her retirement had she worked her entire career (starting upon her hire date in 2007 through retirement) in the U.S., and (ii) the value of Company-provided benefits that she will actually receive upon retirement from the Company. For this purpose, Company-provided benefits include any savings, pension or deferred compensation benefits funded by the Company based on her deferrals of pay, additional non-elective contributions to company retirement accounts and any subsequent investment returns credited to those deferred compensation accounts based on contributions from the Company. The value of any salary deferrals by Ms. Manning, including any subsequent investment return credited to those retirement accounts for those salary deferrals, is not included in the calculation of the Supplemental Payment. The Supplemental Payment will be payable in July 2024 as a single lump sum in the amount of $1,778,646.
Supplemental Retirement Plan - Hong Kong
Supplemental Retirement Plan - Hong Kong The Company offers a supplemental retirement plan to all full-time regular employees in Hong Kong. The plan includes both a mandatory contribution component under the Hong Kong Mandatory Provident Fund ("MPF") system and a voluntary contribution as a supplementary retirement benefit provided by the Company. Under the plan, both the Company and Hong Kong employees are each required to make regular mandatory contributions calculated at 5% of the employee's relevant income to an MPF plan, subject to the minimum and maximum relevant income levels. The maximum relevant income level is capped at HKD 30,000 per month in 2023. In addition to the mandatory portion, the Company makes contributions at a total of 10.8% of the base remuneration, up to a maximum amount, less any mandatory employer contributions. The maximum amount for calculating the contributions is set at HKD 2.5 million per annum. The benefit is subject to a vesting schedule associated with years of continuous service with the Company. The Hong Kong supplementary retirement plan has a 10-year graded vesting period. Contributions to the MPF plan are not be available to employees until they reach age 65 or until they depart Hong Kong. Contributions to the supplementary retirement fund are subject to the vesting period and can be withdrawn upon termination of employment. Named Executive Officer Status. Mr. Cheng participated in the Hong Kong supplementary retirement benefit during 2023 and received contributions under the plan up until his transfer to the U.S. As of the completion of 2023 Mr. Cheng no longer is an active participant or account holder in the Supplemental Retirement Plan.
2024 Compensation Actions
The Committee approved the following ABP opportunities as outlined in the table below. Beginning in 2024 the Annual Bonus Plan will utilize an enterprise pool plan design. The Company will use a top-down pool design, where funding is driven by performance against key financial and non-financial metrics at the Company level. Financial metrics include adjusted operating income per share, new business embedded value and total revenues. The Company will continue to utilize a strategic scorecard to capture and evaluate key non-financial goals. The Committee will continue to approve both the annual goals and the payout results.
2024 Compensation Actions
| 2024 Annual Bonus Plan Opportunities | | | | | Name | ABP Threshold | ABP Target | ABP Maximum | | Tony Cheng | 87.5% | 175% | 350% | | Todd C. Larson | 65% | 130% | 260% | | Leslie Barbi | 100% | 200% | 400% | | Ronald Herrmann | 65% | 130% | 260% |
2024 SARs and RSU Grants
2024 SARs and RSU Grants The Committee approved the 2024 annual SARs and RSU awards for the named executive officers, as outlined in the table below. The vesting schedule for the 2024 SARs grant is ratable over three years (vesting one-third at the end of each year). The vesting schedule for the 2024 RSU grant is ratable over three years (vesting one-third at the end of each year).
2024 SARs and RSU Grants
| 2024 SARs and RSU Grants | | | | Name | Number of SARs Granted1 | Number of RSUs Granted1 | | Tony Cheng | 22,719 | — | | Todd C. Larson | 6,188 | 2,270 | | Leslie Barbi | 4,305 | 1,579 | | Ronald Herrmann | 4,967 | 1,822 | | 1 Mr. Cheng will receive 25% of his 2024 LTI awards in stock appreciation rights. Ms. Barbi, Messrs. Larson and Mr. Herrmann will receive 20% of their 2024 LTI awards in stock appreciation rights and 20% in restricted stock units. | | |
Timing of Compensation Decisions
Timing of Compensation Decisions The Committee approves compensation for executive officers each year. All compensation and incentive awards are made in consideration of market pay competitiveness and in comparison to peer company and published survey data. In November 2022, the Committee approved 2023 compensation for the executive officers other than the CEO, inclusive of base salary and targets for both bonus and long-term incentive awards. In December 2022, the Committee approved compensation for the CEO for 2023. In March 2023, the Committee approved the grants of PCS, RSU and SAR awards. Equity grants are effective on and have a grant date of the same day as the Committee meeting. The strike price for grants of SARs is the NYSE closing price of our common stock on the day of the Committee meeting. This timing and process is designed to ensure that our fourth quarter earnings information (typically released in late January or early February) is fully disseminated to the market by the time the SARs strike price is determined.
Compensation Consultant
Compensation Consultant In forming its recommendations on our overall compensation program, the Committee engages an independent consulting firm to provide advice about competitive compensation practices and to determine how our executive compensation compares to that of other comparable companies, including selected publicly held insurance and reinsurance companies. In 2023, Meridian Compensation Partners, LLC ("Meridian") served as independent advisor to the Committee. The Committee directly engaged Meridian to advise and assist with decisions relating to our executive compensation program, including providing advice regarding incentive plan design, annual comprehensive competitive market studies, competitive compensation data for directors, technical advice on disclosure requirements relating to executive compensation and to apprise the Committee of compensation market practices. Meridian also performs competitive marketplaces assessments of our named executive officers, which includes a comparison to our peer companies and published survey data. Meridian will also periodically conduct reviews of our incentive plans to ensure a competitive position. Other than work for the Committee, Meridian provides no other services to the Company or its affiliates. Additionally, the Committee determined no conflicts of interest existed to prevent Meridian from serving as an independent advisor to the Committee.
Competitive Marketplace Assessment
Competitive Marketplace Assessment We use our established peer group of companies to evaluate our compensation practices for purposes such as pay levels and performance design for our named executive offices as well as director compensation.
Competitive Marketplace Assessment
| Peer Companies | | | 2023 Peer Companies | | | Aflac, Incorporated | Manulife Financial Corp. | | Assurant, Inc. | Principal Financial Group, Inc. | | Brighthouse Financial, Inc. | Prudential Financial, Inc. | | CNO Financial Group, Inc. | Sun Life Financial, Inc. | | Equitable Holdings, Inc. | The Hartford Financial Services Group, Inc. | | Globe Life, Inc. | Unum Group | | iA Financial Corporation Inc. | Voya Financial, Inc. | | Lincoln National Corp. | |
Competitive Marketplace Assessment
The Committee selected the members of the peer group from companies in the life and health insurance industry based on the size of these firms as compared to the Company. The Committee analyzed the peer group based on total revenue, market capitalization and total assets. The Committee believes the Company's relative size based on these metrics makes the peer group a good basis for helping the Committee assess appropriate levels of compensation for the Company's senior executives. The following table presents a summary of these metrics for the peer group as compared to the Company:
Competitive Marketplace Assessment
| Peer Group Metrics | | | | | | Total Revenue1 ($M) | Market Capitalization1 ($M) | Total Assets1 ($M) | | 25th Percentile | $6,675 | $7,223 | $67,158 | | Median | $11,645 | $11,272 | $157,085 | | 75th Percentile | $19,666 | $27,291 | $290,930 | | RGA | $18,567 | $10,662 | $97,623 | | RGA Percentile Rank | 71% | 48% | 39% | | 1Total Trailing 12-months Revenue and Total Assets are based on most recent annual or quarterly public disclosure as of December 31, 2023. Market Capitalization is presented as of December 31, 2023. | | | |
Peer Company Changes
Peer Company Changes The Committee regularly reviews the companies we use to evaluate our compensation practices for purposes such as pay levels and pay design. In 2023, Meridian performed an analysis of the Company's Peer Group and recommended adding Prudential Financial, Inc. into the peer group. We review and update this information periodically to ensure that our peer company comparators remain appropriate in light of evolving practices with respect to peer determinations, mergers and acquisitions, divestitures, growth in our size and the size of those companies and other changes which might affect the appropriateness of a particular comparator.
How We Use Peer Company Data
How We Use Peer Company Data When making determinations in 2023 relating to base salary, target total cash compensation, intermediate and long-term incentives and target total direct compensation for our named executive officers, we used the competitive compensation analysis provided by Meridian as the beginning reference point. This analysis included a review and assessment of publicly disclosed compensation data for our peer companies, as well as additional industry-appropriate survey data. In most markets, we align our target executive compensation levels with the market median to retain current talent and attract new talent. In addition to a review of the competitive compensation data provided by Meridian, we also considered individual performance, internal pay equity among positions and levels and the relative importance of positions. We believe that the compensation strategy we established aligns our target compensation with the market median and should allow us to retain our current talent and attract new talent. Please see "Five Elements of Compensation and 2023 Actions - Compensation Element #3 - Performance Contingent Awards" above for additional information on the peer group used for the Relative TSR modifier.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary1 | Bonus | Stock Awards2 | Option Awards3 | Non-Equity Incentive Plan Compensation4 | Change in Pension Value and Nonqualified Deferred Compensation Earnings5 | All Other Compensation6 | Total | | Anna Manning CEO | 2023 | $1,098,654 | — | $7,350,004 | $— | $3,782,574 | $959,479 | $343,720 | $13,534,431 | | | 2022 | $1,030,000 | — | $3,124,951 | $3,124,986 | $3,374,547 | $501,924 | $198,254 | $11,354,662 | | | 2021 | $1,030,000 | — | $6,375,029 | $6,375,109 | $1,504,315 | $635,367 | $189,695 | $16,109,515 | | Todd C. Larson Sr. EVP and CFO | 2023 | $699,519 | — | $1,217,945 | $812,042 | $1,512,581 | $484,675 | $160,244 | $4,887,006 | | | 2022 | $675,000 | — | $742,514 | $742,501 | $1,448,070 | $204,542 | $100,118 | $3,912,745 | | | 2021 | $645,000 | — | $1,377,827 | $1,377,799 | $628,017 | $305,797 | $93,685 | $4,428,125 | | Tony Cheng President | 2023 | $749,129 | — | $1,546,918 | $515,613 | $1,934,269 | $3,204 | $1,763,761 | $6,512,894 | | | 2022 | $638,538 | — | $385,319 | $385,254 | $1,053,366 | $714 | $306,421 | $2,769,612 | | | 2021 | $612,414 | — | $596,284 | $596,310 | $366,196 | $686 | $302,763 | $2,474,653 | | Leslie Barbi EVP and Chief Investment Officer | 2023 | $624,519 | — | $749,941 | $499,998 | $2,174,600 | $— | $193,333 | $4,242,391 | | | 2022 | $600,000 | — | $599,977 | $599,989 | $1,250,328 | $— | $147,451 | $3,197,745 | | | 2021 | $575,000 | — | $605,057 | $605,068 | $808,278 | $— | $108,595 | $2,701,998 | | Ronald Herrmann EVP, Head of RGA Americas | 2023 | $649,615 | — | $585,040 | $390,042 | $1,300,000 | $— | $176,308 | $3,101,005 | | | 2022 | $624,231 | — | $377,968 | $377,997 | $1,060,970 | $— | $136,187 | $2,577,353 | | | 2021 | $600,000 | — | $359,938 | $359,963 | $662,706 | $— | $66,623 | $2,049,230 |
Summary Compensation Table
1.This column includes any amounts deferred at the election of the named executive officers under the Company's Executive Deferred Savings Plan and retirement Savings Plan. For 2023, the base salary for Mr. Cheng was determined in HKD and converted to USD using an average monthly foreign exchange rate until January 4, 2023. After January 4, 2023 Mr. Cheng's base salary was determined in USD and converted to HKD using an average monthly foreign exchange rate until his transfer of employment to the U.S., after which his base salary was paid in USD. 2.This column represents the grant date fair value of PCS and PSU awards granted in such year, using probable outcomes of performance conditions, in accordance with Accounting Standards Codification: 718 – Compensation – Stock Compensation ("ASC 718"). For additional information on the valuation assumptions, refer to note 20 of the Company's financial statements in the Form 10-K for the year ended December 31, 2023, as filed with the SEC. See also "Grants of Plan-Based Awards in 2023" for information on awards made in 2023. These amounts reflect the grant date fair value for these awards, and do not correspond to the actual value that may be recognized by the named executive officers. 3.This column represents the grant date fair value of SARs and RSUs granted in such year, in accordance with ASC 718. For additional information on the valuation assumptions, refer to note 20 of the Company's financial statements in the Form 10-K for the year ended December 31, 2023, as filed with the SEC. See also "Grants of Plan-Based Awards in 2023" for information on SARs granted in March 2023. These amounts reflect the grant date fair value for these awards and do not correspond to the actual value that may be recognized by the named executive officers. 4.Includes for all named executive officers, cash incentives earned for performance during each fiscal year and paid in March of the following year (including any incentives deferred at the election of the executive officers) under the Annual Bonus Plan. 5.This column represents the sum of the change in pension value in each fiscal year for each of the named executive officers. The increase in pension value for 2023 is attributable to service and compensation increases, offset in part by assumption changes from the prior year. The Company does not pay above-market or preferential earnings on any account balances; therefore, this column does not reflect any amounts relating to nonqualified deferred compensation earnings. See the "Pension Benefits in 2023" and "Nonqualified Deferred Compensation in 2023" tables for additional information. The change in pension value for Ms. Manning represents the sum of the change in pension value for the U.S. Pension Plans as well as the RGA Canadian Defined Benefit Plan SERP. Ms. Manning has not accrued additional benefits under the RGA Canadian Defined Benefit Plan SERP plan since her transfer to the U.S. in April 2016. The change in pension value for the RGA Canadian Defined Benefit Plan SERP is due to changes in interest rate assumptions. The accumulated value of the RGA Canadian Defined Benefit Plan SERP is calculated by converting the participant's accrued annuity benefit under the plan to an actuarial equivalent present value amount as of the measurement date. The interest rate assumption used for this conversion has a material impact on the calculation. As a result, significant changes in interest rates from year to year can lead to material changes to the accumulated value of the benefit. For Ms. Manning, this column also includes the accrual value of a supplemental payment to be paid following her retirement from the Company, as an acknowledgment of the financial implications on her retirement benefits with respect to her relocation to the U.S. from Canada in 2016. The supplemental payment represents the difference between (i) the value of the Company-provided benefits that she would have received upon her retirement had she worked her entire career (starting upon her hire date in 2007 through retirement) in the U.S., and (ii) the value of Company-provided benefits that she will actually receive upon retirement from the Company. For this purpose, Company-provided benefits include any savings, pension or deferred compensation benefits funded by the Company based on her deferrals of pay, additional non-elective contributions to company retirement accounts and any subsequent investment returns credited to those deferred compensation accounts based on contribution from the Company. The value of any salary deferrals by Ms. Manning, including any subsequent investment return credited to those retirement accounts for those salary deferrals, is not included in the calculation of this supplemental payment. This payment will be a single lump sum payment made in U.S. dollars following Ms. Manning's retirement from the Company. See "Five Elements of Compensation - Compensation Element #5 - Retirement and Pension Benefits" for more information. Mr. Cheng accrued a benefit in the U.S. pension plan prior to his transfer outside of the country in 2002. Mr. Cheng has not accrued additional benefits in the plan while he has been employed in Hong Kong, but resumed accruing additional benefits in the plan upon his transfer back to the U.S. in 2023. 6.Amount includes contributions by the Company to the officers' accounts in qualified and nonqualified plans for the 2023 plan year. Includes life insurance premiums paid by the Company on behalf of Ms. Manning in the amount of $15,732, Mr. Larson in the amount of $9,913, Mr. Cheng in the amount of $1,491, Ms. Barbi in the amount of $7,139, and Mr. Herrmann in the amount of $7,900. Amount includes Company contributions on behalf of Mr. Cheng to the Mandatory Provident Fund in the amount of $43,240. Includes Company contributions for 2023 under the Savings Plan of $33,000 for Ms. Barbi and Mr. Herrmann, $23,100 for Ms. Manning and Messrs. Larson, and $22,336 for Mr. Cheng. Also includes Company contributions for 2023 under the Augmented Savings Plans of $82,864 for Ms. Manning, $36,352 for Mr. Larson, $317 for Mr. Cheng, $77,242 for Ms. Barbi and $69,029 for Mr. Herrmann. Includes Company matching contributions for 2023 under the Executive Deferred Savings Plan ("EDSP") of $207,160 for Ms. Manning, $90,879 for Mr. Larson, $793 for Mr. Cheng, $75,952 for Ms. Barbi and $65,469 for Mr. Herrmann. In 2023, Mr. Cheng received a total of $138,601 for local allowances, of which $37,088 was for education and $101,513 was for housing. Allowances are benefits offered to select executives in Hong Kong and are reviewed on an annual basis to ensure compensation in Hong Kong remains market competitive. For 2023, amount includes foreign tax preparation taxable benefit amount grossed up for taxes for Ms. Manning in the amount of $9,655 and for Mr. Cheng in the amount of $7,267. Amount also includes professional dues paid by the Company on behalf of Ms. Manning for $1,944, Mr. Cheng for $665 and Mr. Herrmann of $910. Amount includes fees paid by the Company for club memberships including the use of a fitness facility for Mr. Cheng in the amount of $5,104. Amount includes fringe medical benefit costs paid by the Company on behalf of Ms. Manning for $3,265. Amount includes payout by the Company of unused vacation following departure from Hong Kong for Mr. Cheng in the amount of $108,639. Amount includes moving expenses including tax gross up for Mr. Cheng's move from Hong Kong to the U.S. in the amount of $75,838. Amount includes tax equalization payments grossed up for taxes associated with relocation to the US for Mr. Cheng in the amount of $1,359,469.
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 This table provides the following information about equity and non-equity awards granted to the named executive officers in 2023: (1) the grant date; (2) the estimated future payouts under non-equity incentive plan awards, which consist of potential payouts under the Annual Bonus Plan award granted in 2023 for the 2023 performance period; (3) estimated future payouts under equity incentive plan awards, which consist of potential payouts under the PCS grants in 2023 for the 2023-2025 performance period; (4) all other option awards, which consist of the SARs and RSU awards granted to the named executive officers in 2023; (5) the strike price of the SARs granted, which reflects the closing price of Company stock on the date of grant and (6) the grant date fair value of each equity grant calculated under ASC 718.
Grants of Plan-Based Awards in 2023
| Grants of Plan-Based Awards in 2023 | | | | | | | | | | | | | Name | Grant Date | Estimated Future Payments Under Non-Equity Incentive Plan Awards¹ | | | Estimated Future Payments Under Equity Incentive Plan Awards (Number of Shares)² | | | All Other Stock Awards: Number of Shares of Stock or Units3 | All Other Option Awards: Number of Securities Underlying Options4 | Exercise of Base Price of Option Awards5 | Grant Date Fair Value of Stock and Option Awards6 | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | | Anna Manning | 3/9/2023 | $1,100,000 | $2,200,000 | $4,400,000 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | 26,565 | 53,130 | 106,260 | --- | --- | --- | $7,350,004 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Todd C. Larson | 3/9/2023 | $455,000 | $910,000 | $1,820,000 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | 4,402 | 8,804 | 17,608 | --- | --- | --- | $1,217,945 | | | | --- | --- | --- | --- | --- | --- | 2,935 | --- | --- | $406,028 | | | | --- | --- | --- | --- | --- | --- | --- | 8,602 | $138.34 | $406,014 | | Tony Cheng | 3/9/2023 | $562,500 | $1,125,000 | $2,250,000 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | 5,591 | 11,182 | 22,364 | --- | --- | --- | $1,546,918 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | --- | --- | --- | --- | 10,924 | $138.34 | $515,613 | | Leslie Barbi | 3/9/2023 | $625,000 | $1,250,000 | $2,500,000 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | 2,711 | 5,421 | 10,842 | --- | --- | --- | $749,941 | | | | --- | --- | --- | --- | --- | --- | 1,807 | --- | --- | $249,980 | | | | --- | --- | --- | --- | --- | --- | --- | 5,297 | $138.34 | $250,018 | | Ronald Herrmann | 3/9/2023 | $325,000 | $650,000 | $1,300,000 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | 2,115 | 4,229 | 8,458 | --- | --- | --- | $585,040 | | | | --- | --- | --- | --- | --- | --- | 1,410 | --- | --- | $195,059 | | | | --- | --- | --- | --- | --- | --- | --- | 4,131 | $138.34 | $194,983 |
Grants of Plan-Based Awards in 2023
1. These columns reflect the potential value of the payment for 2023 performance under the ABP for each named executive if the minimum, target or maximum goals are satisfied. The potential payments are performance-driven and are therefore completely at risk. The performance measures, salary and ABP multiples for determining the payments are described in the CD&A. The ABP payment amount for actual 2023 performance was determined in February 2024 based on the metrics described in the CD&A and is included in the "Summary Compensation Table" in the column titled "Non-Equity Incentive Plan Compensation." 2. This column reflects the number of PCS units granted in March 2023, which may convert into shares of Company stock at the end of the three-year performance period if the specified performance levels are achieved. The performance period commenced January 1, 2023 and ends December 31, 2025. If the threshold level of performance is met, the award of shares starts at 50% with a target of 100% and a maximum of 200%. 3. This column reflects the number of RSUs granted in March 2023, which vest over a three-year period beginning January 1, 2023 and ends on December 31, 2025. 4. This column reflects the number of SARs granted in March 2023, which vest and become exercisable in four equal annual installments of 25%, beginning on December 31, 2023. 5. This column reflects the strike price per share of common stock for the SARs granted, which is the closing price of the common stock on March 9, 2023, the date the Committee approved the grants. 6. This column reflects the full grant date fair value of the performance contingent awards under ASC 718, the full grant date fair value of the RSUs and the SARs under ASC 718 granted to the named executive officers in 2023. See notes 3 and 4 of the "Summary Compensation Table" for a discussion of fair value calculation related to the performance contingent awards, RSUs and SARs respectively. For PCS awards with the grant date of March 9, 2023, the fair value is calculated using the closing price of Company stock of $138.34. For SARs with a grant date of March 9, 2023, fair value is calculated using the Black-Scholes value of $47.20. For additional information on the valuation assumptions, refer to note 20 of the Company's financial statements in the Form 10-K for the year ended December 31, 2023, as filed with the SEC. These amounts reflect the grant date fair value, and do not correspond to the actual value that will be recognized by the named executive officers. The PCS awards are subject to specified performance objectives over the applicable performance periods, the results of which will determine the amount of payouts, if any, under such awards.
Outstanding Equity Awards at 2023 Year-End
Outstanding Equity Awards at 2023 Year-End The following table provides information on the 2023 year-end holdings of SARs, RSUs and performance contingent awards by our named executive officers. This table includes vested and unvested SARs and RSUs and unvested performance contingent awards with performance conditions that have not yet been satisfied. The vesting schedule for each grant is described in the footnotes following this table, based on the grant date. The market value of the stock awards is based on the closing market price of Company stock as of the last business day of 2023, which was $161.78. The performance contingent awards are subject to specified performance objectives over the performance period. For additional information about the option awards and stock awards, see the description of equity incentive compensation in the CD&A.
Outstanding Equity Awards at 2023 Year-End
Outstanding Equity Awards at 2023 Year-End
Outstanding Equity Awards at 2023 Year-End
| Option Awards | | | | | | Stock Awards | | | | | Grant Date | Number of Securities of Underlying Unexercised Options (Exercisable)1 | Number of Securities Underlying Unexercised Options (Unexercisable) | Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested2 | Market Value of Shares or Units or Stock That Have Not Vested2 | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested3 | Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested3 | | Anna Manning | | | | | | | | | | | 3/6/2015 | 8,340 | | | $90.06 | 3/6/2025 | | | | | | 12/1/2015 | 153,453 | | | $93.21 | 12/1/2025 | | | | | | 3/4/2016 | 26,681 | | | $93.53 | 3/4/2026 | | | | | | 3/3/2017 | 27,919 | | | $129.72 | 3/3/2027 | | | | | | 3/2/2018 | 28,016 | | | $150.87 | 3/2/2028 | | | | | | 3/1/2019 | 37,215 | | | $145.25 | 3/1/2029 | | | | | | 3/6/2020 | 95,388 | | | $117.85 | 3/6/2030 | | | | | | 3/11/2021 | 30,865 | 10,289 | | $129.01 | 3/11/2031 | | | | | | 3/22/2022 | 25,573 | 25,573 | | $106.53 | 3/22/2032 | 14,667 | $2,372,827 | 58,668 | $9,491,309 | | 3/9/2023 | | | | — | — | | | 53,130 | $8,595,371 | | Todd C. Larson | | | | | | | | | | | 3/6/2015 | 3,926 | | | $90.06 | 3/6/2025 | | | | | | 3/4/2016 | 9,669 | | | $93.53 | 3/4/2026 | | | | | | 3/3/2017 | 5,369 | | | $129.72 | 3/3/2027 | | | | | | 3/2/2018 | 6,444 | | | $150.87 | 3/2/2028 | | | | | | 3/1/2019 | 8,187 | | | $145.25 | 3/1/2029 | | | | | | 3/6/2020 | 20,330 | | | $117.85 | 3/6/2030 | | | | | | 3/11/2021 | 6,578 | 2,193 | | $129.01 | 3/11/2031 | | | | | | 3/22/2022 | 6,076 | 6,076 | | $106.53 | 3/22/2032 | 3,485 | $563,803 | 13,940 | $2,255,213 | | 3/9/2023 | 2,150 | 6,452 | | $138.34 | 3/9/2033 | 2,935 | $474,824 | 8,804 | $1,424,311 |
Outstanding Equity Awards at 2023 Year-End
| Tony Cheng | | | | | | | | | | 3/6/2015 | 3,411 | | $90.06 | 3/6/2025 | | | | | | 3/4/2016 | 4,152 | | $93.53 | 3/4/2026 | | | | | | 3/3/2017 | 3,280 | | $129.72 | 3/3/2027 | | | | | | 3/2/2018 | 3,384 | | $150.87 | 3/2/2028 | | | | | | 3/1/2019 | 3,882 | | $145.25 | 3/1/2029 | | | | | | 3/6/2020 | 8,127 | | $117.85 | 3/6/2030 | | | | | | 3/11/2021 | 2,618 | 873 | $129.01 | 3/11/2031 | | | | | | 3/22/2022 | 3,153 | 3,153 | $106.53 | 3/22/2032 | 1,808 | $292,498 | 7,234 | $1,170,317 | | 3/9/2023 | 2,731 | 8,193 | $138.34 | 3/9/2033 | | | 11,182 | $1,809,024 | | Leslie Barbi | | | | | | | | | | 3/6/2020 | 13,354 | | $117.85 | 3/6/2030 | | | | | | 3/11/2021 | 4,321 | 1,441 | $129.01 | 3/11/2031 | | | | | | 3/22/2022 | 4,910 | 4,910 | $106.53 | 3/22/2032 | 2,816 | $455,572 | 11,264 | $1,822,290 | | 3/9/2023 | 1,324 | 3,973 | $138.34 | 3/9/2033 | 1,807 | $292,336 | 5,421 | $877,009 | | Ronald Herrmann | | | | | | | | | | 12/1/2020 | | | — | — | 7,006 | $1,133,431 | | | | 3/11/2021 | 1,288 | 1,289 | $129.01 | 3/11/2031 | | | | | | 3/22/2022 | 1,547 | 3,094 | $106.53 | 3/22/2032 | 1,774 | $286,998 | 7,096 | $1,147,991 | | 3/9/2023 | 1,032 | 3,099 | $138.34 | 3/9/2033 | 1,410 | $228,110 | 4,229 | $684,168 |
Outstanding Equity Awards at 2023 Year-End
1. SARs vest over four years (25% of which vests at the end of each of the four years). 2. These columns reflect the number of RSUs granted in December 2020 to Mr. Herrmann when he joined the Company, which fully vest in December 2025, RSUs granted March 2022, which fully vest on December 31, 2024, and the RSUs granted in March 2023, which fully vest on December 31, 2025. 3. These columns reflect the number of shares and estimated market value of PCS grants. The Company is measuring financial performance over a three-year period for the 2022 PCS awards. Targets established for the 2022 grant were adjusted for impacts of the implementation of LDTI under new GAAP accounting rules effective January 1, 2023. SEC rules require disclosure of the number of shares and estimated market value of PCS grants based on the next higher performance measure (target or maximum) that exceeds the previous fiscal year's performance. Accordingly, the number of shares and estimated market value for the PCS grants made in 2022 are disclosed assuming they are awarded at the maximum (200%) level and the 2023 PCS grants are disclosed assuming they are awarded at the target (100%) level. The ultimate payout of PCS awards is dependent on Company performance during the remaining measurement period, thus final payout results for unvested grants could be materially different than the results shown above. The market or payout value is estimated using the closing price, $161.78, of our common stock on the last business day of 2023.
SARs and Option Exercises and Stock Vested in 2023
SARs and Option Exercises and Stock Vested in 2023 2023 SARs and Option Exercises. The following table provides information for the named executive officers regarding SARs and stock option exercises during 2023, including the number of shares acquired upon exercise and the value realized.
2023 SARs and Option Exercises and Stock Vested
2023 SARs and Option Exercises and Stock Vested
2023 SARs and Option Exercises and Stock Vested
| | Option and SARs Awards1 | | Stock Awards2 | | | Name | Number of Shares Acquired on Exercise | Value Realized on Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Anna Manning | — | — | 87,064 | $13,379,988 | | Todd C. Larson | 1,828 | $273,246 | 18,852 | $2,894,567 | | Tony Cheng | — | — | 8,246 | $1,259,617 | | Leslie Barbi | — | — | 7,733 | $1,227,830 | | Ronald Herrmann | 916 | $142,091 | 4,107 | $691,249 |
2023 SARs and Option Exercises and Stock Vested
1. Mr. Larson exercised 3,848 SARs on May 11, 2023 with an average market price for the shares of $149.49. Mr. Herrmann exercised 4,122 SARs on November 7, 2023 with an average market price for the shares of $155.05. 2. These columns represent amounts paid for the settlement of the 2021 one-time PSU and one-time RSU awards, paid in 2023, the settlement of the PCS awards for the 2021-2023 performance period, paid in 2024, and the settlement of the 2021 RSU awards, paid in 2024. 2020-2022 Performance Contingent Share Payout. In February 2020, the Committee established the target and range for the following PCS performance measures: (i) three-year adjusted operating ROE; (ii) three year adjusted operating income and (iii) three-year book value per share, excluding AOCI. These measures were set for the period beginning in 2020 at levels that were consistent with our intermediate-term goals for those measures (prior to the severity of the COVID-19 pandemic being known). The performance period for the 2020 PCS grant began on January 1, 2020 and ended on December 31, 2022. In February 2023, the Committee reviewed the results for the 2020-2022 performance period and determined that none of the metrics met the threshold level because of the COVID-19 pandemic, resulting in no payouts under these awards. 2021 One-Time Award Payout. In March 2021, the Committee determined that a one-time equity award to named executive officers and other executives was necessary for the engagement of our executive team to advance our strategic objectives and to recognize the performance of our leaders in navigating the Company through the COVID-19 pandemic. For the named executive officers, the one-time equity award consisted of two components of equal size: a performance share unit ("PSU") grant and a restricted share unit ("RSU") grant. Vesting of the PSU awards was subject to a performance condition which required the Company to achieve financial results that were within a pre-determined range for at least two of the six metrics used in the 2021-2023 PCS plan described in the "2021-2023 PCS Awards" section above. The plan metrics required robust financial performance when considering the ongoing impacts of the COVID-19 pandemic, with 2022 targets reflecting financial performance that aligned with a pre-pandemic business environment. In January 2023, the Committee reviewed the results for the PSU grant performance period and determined that the Company achieved at least two of the six performance conditions, resulting in full vesting and payout of these awards at target for individuals employed with the Company on December 31, 2022. No additional amounts were paid due to Company performance exceeding the financial goals. The RSU component of the 2021 One-Time Award payout vested as of December 31, 2022 and was settled in January 2023. 2021-2023 Performance Contingent Share Payout. For the 2021-2023 PCS program, the Committee established specific financial performance metrics for each of 2021 and 2022, with 2023 serving as an additional time vesting period. PCS grants prior to 2021 measured financial performance over a three-year period, but due to the COVID-19 pandemic, uncertain business environment and the inability at the time to reasonably determine metrics for a three-year plan given the pending implementation of LDTI in 2023, the Committee altered the measurement period for the 2021 grants only. In February 2023, the Committee reviewed the results for the 2021 and 2022 performance periods and determined: (i) for 2021, Adjusted Operating Return on Equity and Adjusted Operating Income did not meet minimum threshold levels and Book Value per Share, Excluding AOCI exceeded target; and (ii) for 2022, Adjusted Operating Return on Equity, Adjusted Operating Income and Book Value per Share, Excluding AOCI exceeded their respective targets. The total performance factor for the 2021-2023 PCS performance metric was 97.2% which represents the average of the 2021 and 2022 results. Following the vesting-only third year of these grants in 2023, payouts were made in the first quarter of 2024. 2021 Restricted Stock Unit Payout. In March 2021, the Committee approved the 2021 allocation of Restricted Share Unit ("RSU") awards for our named executive officer and other company executives. The cliff-vesting schedule for the annual RSU grant is three years from January 1, 2021. The RSU awards fully vested for individuals employed with the Company on December 31, 2023 and was settled in shares of the Company's common stock in January 2024.
Pension Benefits in 2023
Pension Benefits in 2023
Nonqualified Deferred Compensation in 2023
Nonqualified Deferred Compensation in 2023
Nonqualified Deferred Compensation in 2023
| 2023 Nonqualified Deferred Compensation | | | | | | | Name | Executive Contributions in Last FY1 | Registrant Contributions in Last FY2 | Aggregate Earnings in Last FY3 | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE4 | | Anna Manning | $223,593 | $156,052 | $85,637 | $— | $2,062,087 | | Todd C. Larson | $107,379 | $69,861 | $107,539 | $— | $1,560,131 | | Tony Cheng | $15,865 | $— | $1,300 | $— | $17,166 | | Leslie Barbi | $62,452 | $110,328 | $33,041 | $— | $541,285 | | Ronald Herrmann | $51,969 | $98,194 | $23,009 | $— | $292,766 |
Nonqualified Deferred Compensation in 2023
1. The amounts in this column are also included in the Summary Compensation Table in the "Salary" column (i.e., contributions to the Executive Deferred Savings Plan). 2. The amounts in this column reflect 2022 contributions credited to the participant's account during 2023. For reasons related to the timing of the contributions, the amounts will not match the amounts in the Summary Compensation Table's "All Other Compensation" column, which are contributions for 2023 which are actually made in 2024. 3. Reflects earnings credited to the participant's account during 2023 in connection with the investment selections chosen from time to time by the participant. 4. The aggregate balance at last fiscal year-end column reflects the following amounts that were reported in the Summary Compensation Table in 2022 for Ms. Manning in the amount of $1,596,805, Mr. Larson in the amount of $1,275,351, Ms. Barbi in the amount of $335,464, and Mr. Herrmann in the amount of $119,594.
Termination or Change of Control Payments
Termination or Change of Control Payments As described above, the named executive officers generally do not have employment, severance or change of control agreements with the Company. The information below describes and quantifies certain compensation that may or will become payable under existing plans and agreements if the named executive officer's employment had terminated on or by December 31, 2023, due to a change of control, disability or death, given the executive's compensation and service levels as of such date and, when applicable, based on the Company's closing stock price on December 31, 2023 or actual date of disability, death, etc. These benefits are in addition to benefits available generally to salaried employees such as distributions under the 401(k) and pension plans, retiree medical benefits, disability benefits and accrued vacation pay.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (the "pay versus performance rules"), we are providing information showing the relationship between executive compensation actually paid (as defined in the SEC rules) and the Company's financial performance. The Human Capital and Compensation Committee did not consider this disclosure when making compensation decisions. Further information about how we align executive compensation with Company performance can be found above under "Compensation Discussion and Analysis." For purposes of the disclosure below: •Ms. Manning, our former Chief Executive Officer, was the Company's principal executive officer during 2023 ("PEO"); •"Compensation Actually Paid" ("CAP") adheres to the requirements set forth in Regulation S-K Item 402(v), which differs from the calculation methodology used to prepare the Summary Compensation Table and also do not reflect the actual amount of compensation earned by or paid to Ms. Manning or our other named executive officers during the applicable year; •"TSR" is total shareholder return; •The peer group used to calculate Peer Group TSR is the S&P Life & Health Insurance sub-index; and •Trailing 12-month adjusted operating return on equity is the Company-selected performance measure.
Pay Versus Performance
| Pay Versus Performance Table | | | | | | | | | | Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid to PEO2,8 | Average Summary Compensation Table Total for Non-PEO Named Executive Officers3 | Average Compensation Actually Paid to Non-PEO Named Executive Officers4,8 | Value of initial fixed $100 investment based on: | | Net Income7 (millions) | Company-Selected Performance Measure: Trailing 12 Month Adjusted Operating Return on Equity7 | | | | | | | TSR5 | Peer Group TSR6 | | | | 2023 | $13,534,431 | $20,003,838 | $4,685,824 | $5,914,312 | $109.37 | $142.87 | $902 | 14.5% | | 2022 | $11,354,662 | $19,808,104 | $3,114,364 | $4,238,584 | $93.97 | $136.53 | $623 | 10.3% | | 2021 | $16,109,515 | $9,495,022 | $3,249,851 | $2,356,848 | $70.64 | $123.73 | $617 | 0.8% | | 2020 | $9,044,233 | $(2,529,957) | $2,491,515 | $420,220 | $72.98 | $90.52 | $415 | 5.7% | | 1The dollar amounts reported for Ms. Manning under "Summary Compensation Table Total" are the amounts of total compensation reported for Ms. Manning for each corresponding year in the "Total" column of the Summary Compensation Table as reflected on page 58. | | | | | | | | | | 2The dollar amounts reported for Ms. Manning under "Compensation Actually Paid" represent the amount of compensation actually paid to Ms. Manning as computed in accordance with Item 402(v) of Regular S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Manning during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Ms. Manning's total compensation for each year to determine the compensation actually paid. See "Compensation Actually Paid to PEO" table below for additional information. | | | | | | | | | | 3The dollar amounts reported under "Average Summary Compensation Total" for non-PEO NEOs represent the average of the amounts reported for the Company's named executive officers ("NEOs") as a group (excluding any individual serving as our CEO for such year) in the "Total" column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022 and 2023, Todd Larson, Tony Cheng, Leslie Barbi and Ronald Herrmann; (ii) for 2021, Todd Larson, Tony Cheng, Leslie Barbi, Ronald Herrmann and Alain Néemeh; and (iii) for 2020, Todd Larson, Tony Cheng, Leslie Barbi, Alain Néemeh and John Laughlin. | | | | | | | | | | 4The dollar amounts reported under "Average Compensation Actually Paid" for non-PEO NEOs represent the average amount of compensation actually paid to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs' total compensation for each year to determine the compensation actually paid. See "Compensation Actually Paid to non-PEO NEOs" table below for additional information. | | | | | | | | | | 5Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement of dividends for the measurement period, assuming dividend reinvestment and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. | | | | | | | | | | 6Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P Life & Health Insurance sub-index. | | | | | | | | | | 7See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures. | | | | | | | | | | 8The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between March 6, 2020 and March 9, 2023 used an estimated term between 2.3 years and 4.6 years in FY23, as compared to an estimated term of 6.25 years to 7.00 years used to calculate the grant date fair value of such awards, and (ii) the FY21-23 PSU assumed a payout below target, the FY22-24 PSU assumed a payout above target, and the FY23-25 PSU assumed a payout at target in FY23, in each case as compared to the grant date fair value calculations which assumed a payout at target. | | | | | | | | |
Pay Versus Performance
| Compensation Actually Paid to PEO | | | | PEO | | | 2023 | | Total Compensation as reported in Summary Compensation Table ("SCT") | $13,534,431 | | Minus Pension values reported in SCT | 959,479 | | Minus Fair value of equity awards granted during fiscal year | 7,350,004 | | Plus Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | 936,937 | | Plus Fair value of equity compensation granted in current year - value at end of year-end | 8,504,645 | | Plus Fair value of equity compensation granted in current year - vesting date value | — | | Plus Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 460,414 | | Plus Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 4,876,894 | | Plus Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | | Plus Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | | Compensation Actually Paid to PEO | $20,003,838 | | Compensation Actually Paid to Non-PEO NEOs | | | | Non-PEO NEO Averages | | | 2023 | | Total Compensation as reported in Summary Compensation Table ("SCT") | $4,685,824 | | Minus Pension values reported in SCT | 121,970 | | Minus Fair value of equity awards granted during fiscal year | 1,579,385 | | Plus Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | 121,970 | | Plus Fair value of equity compensation granted in current year - value at end of year-end | 1,765,495 | | Plus Fair value of equity compensation granted in current year - vesting date value | 113,615 | | Plus Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 67,176 | | Plus Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 861,587 | | Plus Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — | | Plus Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — | | Average Compensation Actually Paid to non-PEO NEOs | $5,914,312 |
Analysis of Pay versus Performance Table Information
Analysis of Pay versus Performance Table Information As described in "Compensation Discussion and Analysis" above, the Company uses several measures to align executive compensation with Company performance. Not all of such measures are presented in the Pay versus Performance table above. Additionally, as discussed in "Compensation Discussion and Analysis," the Company's executive compensation philosophy generally seeks to incentivize long-term performance. Therefore, the Company does not specifically align performance measures with compensation that is actually paid (as defined by SEC rules) for any single year. In accordance with Item 402(v) of Regulation S-K, we are providing the following graphical descriptions showing certain information presented in the table above.
Analysis of Pay versus Performance Table Information
| *TSR figures represent cumulative amount of $100 invested in Company common stock on January 1, 2020. |
Analysis of Pay versus Performance Table Information
| †See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures. |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K (the "pay ratio rules"), we are providing information about the relationship of the annual total compensation of our employees and the annual total compensation of Ms. Manning, our Chief Executive Officer (our "CEO") during 2023. This regulation requires the Company to identify our median employee by using consistently applied compensation measures and then determine the ratio of our CEO's total annual compensation to the compensation of this employee. The pay ratio information included in this disclosure is a reasonable estimate calculated in a manner consistent with the pay ratio rules. The pay ratio rules permit the use of a determined median employee for up to three years, unless there has been a meaningful change to the Company's employee population, or a change in employee compensation arrangements such that the Company believes would result in a significant modification to the pay ratio disclosure. During the 2023 fiscal year there was no significant change in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to our pay ratio disclosure. Therefore, we chose to use the same median employee identified and disclosed in the Company's 2023 proxy statement. This median employee was selected from those individuals whose compensation is determined by the Company, which includes all of our regular employees, temporary fixed-term employees, temporary student employees, interns and co-op employees who were working for the Company on October 31, 2023. As of October 31, 2023, there were 4,000 individuals working for the parent company and consolidated subsidiaries worldwide. We used base salary and ABP payments to calculate our median employee, as these compensation measures apply consistently to all employees, across all locations of our employee population. The base salary of any permanent full-time employee who did not work the full year was annualized. We did not make any cost-of-living adjustments for non-U.S. employees in determining each employees' annual compensation. For foreign employees, a year-to-date average exchange rate was used for base salary and the spot rate for March 1, 2023 was used for the ABP payment. We combined all of the elements of the median employee's compensation for 2023, in accordance with the requirements of the pay ratio rules, resulting in annual total compensation of $145,751. The annual total compensation of our CEO as reported in the Summary Compensation Table included in this Proxy Statement, was $13,534,431 in 2023. Based on this information, for 2023 the ratio of the annual total compensation of our CEO as compared to our median employee was 93:1.

DEF 14A of Reinsurance Group Of America Inc

Item 1 – Election of Directors

Item 1 – Election of Directors

Item 1 – Election of Directors

Board of Directors

Board Composition

Board Composition

Board Composition

Changes in Directors

Director Skills Matrix

Director Skills Matrix

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Nominees

Director Compensation

2023 Director Compensation Structure

2023 Director Compensation Structure

2023 Director Compensation Structure

2023 Director Compensation Structure

2023 Director Compensation Structure

2024 Director Compensation

Compensation Program Practices

Compensation Pay Mix

Compensation Pay Mix

Compensation Element #1 - Base Salary

Compensation Element #2 - Annual Bonus Plan

Compensation Element #2 - Annual Bonus Plan

Compensation Element #2 - Annual Bonus Plan

Compensation Element #2 - Annual Bonus Plan

Compensation Element #2 - Annual Bonus Plan

Compensation Element #2 - Annual Bonus Plan

Compensation Element #2 - Annual Bonus Plan

Compensation Element #2 - Annual Bonus Plan

Compensation Element #3 - Performance Contingent Awards

2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)

2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)

2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)

2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)

2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)

2021-2023 PCS Performance Metrics (Measured in each of 2021 and 2022 only)

2022-2024 PCS Performance Metrics

2022-2024 PCS Performance Metrics

2022-2024 PCS Performance Metrics

2022-2024 PCS Performance Metrics

2022-2024 PCS Performance Metrics

2022-2024 PCS Performance Metrics

2022-2024 PCS Performance Metrics

Stock Appreciation Rights

Restricted Stock Units

2023 RSU Grants

2023 RSU Grants

Compensation Element #5 - Retirement and Pension Benefits

Compensation Element #5 - Retirement and Pension Benefits

Supplemental Retirement Plan - Hong Kong

2024 Compensation Actions

2024 Compensation Actions

2024 SARs and RSU Grants

2024 SARs and RSU Grants

Timing of Compensation Decisions

Compensation Consultant

Competitive Marketplace Assessment

Competitive Marketplace Assessment

Competitive Marketplace Assessment

Competitive Marketplace Assessment

Peer Company Changes

How We Use Peer Company Data

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Grants of Plan-Based Awards in 2023

Grants of Plan-Based Awards in 2023

Grants of Plan-Based Awards in 2023

Outstanding Equity Awards at 2023 Year-End

Outstanding Equity Awards at 2023 Year-End

Outstanding Equity Awards at 2023 Year-End

Outstanding Equity Awards at 2023 Year-End