DEF 14A of Reinsurance Group Of America Inc

Filed Apr 9, 2026 · FY20250000898174-26-000017

Open on EDGAR

Item 1 – Election of Directors
Item 1 – Election of Directors The first item to be acted upon at the Annual Shareholders' Meeting is the election of the following director nominees to the Board, each with a term ending at the Company's 2027 annual meeting of shareholders:
Item 1 – Election of Directors
| Name | Director Since | Independent | | Pina Albo | 2019 | Yes | | Peter Babej | 2026 | Yes | | Michele Bang | 2023 | Yes | | Tony Cheng | 2023 | No | | John J. Gauthier | 2018 | Yes | | Patricia L. Guinn | 2016 | Yes | | Hazel M. McNeilage | 2018 | 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 Shareholders' 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. | | 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, government and regulatory, 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 Peter Babej was appointed as a member of the Board on March 19, 2026. Mr. Babej was identified to the Board by a third-party search firm and recommended to the Board by the Nominating and Governance Committee based on his leadership experience and global financial services expertise.
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 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 | Babej | Bang | Cheng | Gauthier | Guinn | McNeilage | 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; 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 sustainability issues, trends, disclosures, practices, business models and strategies. | ● | ● | ● | | ● | | ● | ● | ● | ● | ● | | | 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 global specialty insurer and property and casualty reinsurer. She also serves on the Hamilton board of directors. 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. | | Chief Executive Officer of Hamilton Insurance Group | Age: 63 Director since: 2019 Independent | | Peter Babej | | | | Business Experience: Mr. Babej served as a member of the Executive Management Team of Citigroup. At Citigroup, his roles included CEO of Citi Asia, Chairman and Interim Head of Banking, and Global Head of Financial Institutions. Prior to Citigroup, he served in senior positions at Deutsche Bank and Lazard Frères & Co. LLC. Mr. Babej holds a B.A. from Princeton University's School of Public and International Affairs (summa cum laude), a J.D. from Harvard Law School (cum laude), and a Ph.D. from the Harvard Department of Government. He currently serves on the Board of Directors of East West Bancorp, Inc. Mr. Babej is also a member of the Council of Foreign Relations and the American Council on Germany. | | | Age: 62 Director since: 2026 Independent |
Director Nominees
| 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 responsible for 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, 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: 61 Director since: 2023 Independent |
Director Nominees
| Tony Cheng | | | | Business Experience: Mr. Cheng is President and Chief Executive Officer of the Company. 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) 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: 52 Director since: 2023 Not independent | | 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: 64 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 Constellation Insurance GP LLC and various of its subsidiaries, where she chairs the audit committees. Ms. Guinn is an Association Member of BUPA, a leading international healthcare group. She previously served on the boards of Allied World Assurance Company Holdings AG and AssetMark Financial Holdings, Inc. 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: 71 Director since: 2016 Independent |
Director Nominees
| 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 as well as certificates in artificial intelligence from each of Massachusetts Institute of Technology, Diligent Institute, and the Chartered Institute for Securities & Investments. Ms. McNeilage also serves on the Board of Directors of Everest Group, Ltd. (NYSE: EG) as well as RGA Americas Reinsurance Company, Ltd. and RGA Global Reinsurance Company, Ltd. | | Retired Regional Managing Director, EMEA of Northern Trust Asset Management | Age: 69 Director since: 2018 Independent | | 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, Co-Chair of the Advisory Board of Notre Dame's Lab for Economic Improvement, and Vice Chair of the Door County Community Foundation. | | Retired Global Leader, Insurance Practice at PricewaterhouseCoopers | Age: 65 Director since: 2020 Independent | | Alison Rand | | | | Business Experience: Ms. Rand is the retired Chief Financial Officer of Primerica (NYSE: PRI), an insurance, investment, and financial services distribution firm. She joined Primerica in 1995 and was promoted through finance roles with increasing responsibilities and scope before being named Executive Vice President and Chief Financial Officer in 2000. In addition to leading a 130-person finance team, she served as a member of the company's four-person Executive Team, with responsibility for strategic planning, organizational wellness, and board relationships. Ms. Rand led Primerica through the company's IPO in 2010. She is a certified public accountant and served as a senior auditor with KPMG in Atlanta before joining Primerica. Ms. Rand is an Independent Director of Regions Financial Corporation (NYSE: RF) and a member of that board's Audit and Technology Committees. She previously served as an Independent Director and Audit Committee member of Warburg Pincus Capital Corporation I-A (NYSE: WPCA), a special purpose acquisition company from 2021 until its dissolution in 2023. Ms. Rand earned a B.S. in accounting from the University of Florida and is actively involved with her alma mater. She is a member of the University's National Foundation Board and formerly served as Audit Committee Chair. Ms. Rand currently serves as Chair of the Dean's Advisory Council at the University's Warrington College of Business. | | Retired Executive Vice President and Chief Financial Officer of Primerica, Inc. | Age: 58 Director since: 2024 Independent |
Director Nominees
| Shundrawn Thomas | | | | Business Experience: Mr. Thomas is the Founder and Managing Partner of The Copia Group (Copia), a private investment firm which provides bespoke capital solutions for lower middle market companies. Prior to launching Copia, Mr. Thomas served as President of Northern Trust Asset Management, a leading global investment manager with then $1.3 trillion in assets under management and served as a member of the executive management group at Northern Trust Corporation. His executive roles included Head of FlexShares ETFs, President of Northern Trust Securities, and Head of Corporate Strategy. Prior to joining Northern Trust Corporation, Mr. Thomas worked at Goldman Sachs and Morgan Stanley in their sales, trading and research divisions. He holds a Bachelor of Science (B.S.) degree in accounting from Florida A&M University and an M.B.A. from the University of Chicago Booth School of Business. He is a trustee for Rush University and the Griffin Museum of Science and Industry. In 2020, Mr. Thomas was recognized by Savoy Magazine as one of the Most Influential Black Executives in Corporate America. In 2021, he was named to ThinkAdvisor's class of industry luminaries, and InvestmentNews honored him with a lifetime achievement award. | | Founder and Managing Partner, The Copia Group, LLC | Age: 52 Director since: 2021 Independent | | Khanh T. Tran | | | | Business Experience: Mr. Tran was the President and CEO of Aviation Capital Group, one of the largest global aviation leasing companies, until his retirement in 2020. Previously, he spent 25 years with Pacific Life Insurance Company, one of the largest life insurance and annuity companies in the U.S., during which time he served in a number of senior executive roles, including President, Chief Investment Officer, Chief Financial Officer, head of Mergers and Acquisitions, and Treasurer. Mr. Tran graduated from Whittier College with a BA in economics and political science. He has an MBA in finance and marketing from the Anderson School of Business at UCLA. Mr. Tran has served on several corporate boards, including CIT Group, Aviation Capital Group, Pacific Life Insurance Company, and Scottish Re. He is currently an advisory committee member for Semester at Sea, a collegiate study abroad program. He also served on the board of advisors for the Argyros College of Business and Economics at Chapman University. Mr. Tran founded and is currently chair emeritus of the Orange County, California chapter of Ascend Leadership, the largest Pan-Asian professional membership organization in North America, dedicated to developing, elevating and increasing Pan-Asian executive leaders and board members. | | Retired President and Chief Executive Officer of Aviation Capital Group LLC | Age: 69 Director since: 2022 Independent | | Steven C. Van Wyk | | | | Business Experience: Mr. Van Wyk is the former Group Chief Information Officer (CIO) of HSBC Bank PLC. Throughout his 40-year career, he held senior-level domestic and international information technology roles, including CIO of PNC Financial Services Group, Inc., Global CIO of ING Groep N.V., and multiple roles with Morgan Stanley, including several years as CIO and Chief Operating Officer of its Individual Investor Group. Mr. Van Wyk holds a B.A. in Business Management and Accounting with a minor in Computer Science from the University of Central Iowa and was awarded an honorary Doctorate of Public Service from Central College in 2019. He is a Certified Public Accountant, Certified Internal Auditor and a Series 27 Financial/Operations Principal. Mr. Van Wyk chairs the Board of the Banking Industry Architecture Network, a non-profit seeking to establish a common architecture framework for enabling banking interoperability. He also currently serves on the Board of Directors for Genworth Financial, Inc., Scotiabank, and Adyen N.V., and is Chairman of the Board of OpenCoreOS, a non-public corporation. | | Former Group Chief Information Officer of HSBC Bank PLC | Age: 67 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, director compensation pay levels and program design are reviewed every two years, with any adjustments typically taking effect the following year. Taking into account there were certain adjustments made to our director compensation structure in 2024 as disclosed in last year's proxy statement, there were not any changes made to our director compensation structure in 2025 compared to 2024. Information regarding the retention of Meridian can be found under "Compensation Discussion and Analysis – Executive Compensation Process – Compensation Consultant" below. Information regarding the 2024 peer companies used to set 2025 director compensation can be found under "Compensation Discussion and Analysis – Executive Compensation Process – Competitive Marketplace Assessment" in our Proxy Statement for our 2024 annual meeting of shareholders.
2025 Director Compensation
2025 Director Compensation During 2025, all of our directors, other than Mr. Cheng, were not employees of our Company or any subsidiary ("non-employee directors"). During 2025, compensation to our non-employee directors consisted of the following elements:
2025 Director Compensation Structure
2025 Director Compensation Structure
2025 Director Compensation Structure
| Annual Retainer | | | Chair of the Board | $215,000 | | All other independent directors | $125,000 | | Committee Chair Additional Retainer | | | Audit Committee Chair | $35,000 | | Cybersecurity and Technology Chair | $25,000 | | Human Capital and Compensation Committee Chair | $25,000 | | Investment Committee Chair | $25,000 | | Nominating and Governance Committee Chair | $25,000 | | Risk Committee Chair | $25,000 | | Subgroup Member Retainer | | | Transaction Review Subgroup | $10,000 | | Annual Stock Grants1 | | | Chair of the Board | $285,000 | | All other independent directors | $165,000 |
2025 Director Compensation Structure
1Number 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.
2025 Director Compensation Structure
| Name | Fees Earned or Paid in Cash1 | Stock Awards2 | All Other Compensation3 | Total | | Pina Albo | $125,000 | $165,038 | $— | $290,038 | | Michele Bang | $125,000 | $165,038 | $— | $290,038 | | John J. Gauthier | $160,000 | $165,038 | $1,500 | $326,538 | | Patricia L. Guinn | $170,000 | $165,038 | $1,500 | $336,538 | | Hazel M. McNeilage | $150,000 | $165,038 | $76,500 | $391,538 | | George Nichols III4 | $52,083 | $68,664 | $— | $120,747 | | Stephen O'Hearn | $225,000 | $285,046 | $1,500 | $511,546 | | Alison Rand | $125,000 | $165,038 | $1,500 | $291,538 | | Shundrawn Thomas | $150,000 | $165,038 | $— | $315,038 | | Khanh T. Tran | $160,000 | $165,038 | $1,500 | $326,538 | | Steven C. Van Wyk | $150,000 | $165,038 | $— | $315,038 |
2025 Director Compensation Structure
1.This column reflects the retainer and fees earned in 2025 for Board, committee, and subgroup service. The 2025 cash retainer was paid in May 2025 to all directors. Ms. Albo, Messrs. Nichols and Van Wyk elected to defer their retainers into the Phantom Stock Plan for Directors. 2.This column reflects: (i) the award of 810 shares (1,399 shares in the case of Mr. O'Hearn) of common stock on May 21, 2025, at a closing market price of $203.75. Mses. Albo, Bang, McNeilage and Rand and Messrs. Gauthier, Nichols, O'Hearn, Thomas, 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). This column also reflects $75,000 of compensation Ms. McNeilage received during 2025 for services as a director of RGA Americas Reinsurance Company, Ltd. and RGA Global Reinsurance Company, Ltd. Ms. McNeilage began serving as a director for both companies March 1, 2025 for a term of 15 months, and annualized compensation is at a rate of $50,000 per year for her services for each company. Both companies are wholly owned subsidiaries of the Company. 4.Mr. Nichols served as a director until the end of his term on May 21, 2025, when he did not stand for reelection at the Annual Shareholders' Meeting, and received a prorated portion of his 2025 retainer and common stock.
2026 Director Compensation
2026 Director Compensation In July 2025, Meridian analyzed director compensation programs and pay levels among the Company's peer group. Meridian advised that the form of Company's director compensation program was generally aligned with market practices and recommended targeted compensation in line with the projected median of the peer group. Meridian recommended, and the Committee approved, to increase the annual equity grant to all non-employee directors by $10,000 per year effective for 2026 and 2027. In January 2026, the Committee approved an additional one-time payment to the Transaction Review Subgroup in addition to the annual retainer to acknowledge the significant time spent by the group reviewing complex transaction activity during 2025. The one-time payments approved were $15,000 for the subgroup leader and $10,000 to each other member.
Compensation Pay Mix
| 1Calculation excludes pension and retirement benefits. | | 2Ms. To joined the Company in May 2025, after the start of the performance period, and did not receive a PCS allocation for 2025. Her LTI grant was split 50% RSUs and 50% SARs, prorated for time in service. She also received a sign-on RSU grant, which is not included in these percentages. |
Compensation Program Practices
| What We Don't Do | | | X | No Employment Contracts. We do not have any employment or contractual pre-employment severance agreements for our named executive officers and we offer market-based 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, or in cases of transfer of employment between countries in order to equalize treatment for taxes. | | 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 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. |
Say on Pay Feedback from Shareholders
| Five Elements of Compensation and 2025 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 16.6%* of the average named executive officer target total compensation for 2025. | | | 2. | Annual Bonus Plan | Cash | ● | Annual cash performance incentive earned based on Company performance against preset business goals as well as business unit and individual performance. | | | | | | ● | Payouts range from 0% of target payout to 200% of target payout, depending on performance. | | | | | | ● | The Annual Bonus Plan Company-wide performance was evaluated on the following financial objectives: (i) adjusted operating income per share excluding notable items and (ii) new business embedded value; non-financial objectives were measured via an assessment of a strategic scorecard of performance in four focus areas for 2025: Elevate Creation Re; Unlock Enterprise Value; Technology & Operations; and Talent, Culture, & Sustainability. Performance goals are established in the first quarter of each year. | | | | | | ● | Represents 30.0%* of the average named executive officer target total compensation for 2025. | | | 3. | Performance Contingent Share Awards | Equity | ● | Equity-based incentives are earned based on Company performance against preset multi-year financial goals, and strengthen the alignment of our executives' interests with those of our long-term shareholders. | | | | | | ● | Performance goals established at the beginning of each three-year cycle and awards fully vest after three years. | | | | | | ● | Payouts range from 0% of target payout to 200% of target payout, depending on Company performance. | | | | | | ● | For 2025 awards, the Company measured financial performance over a three-year period, consistent with historical practice. Performance is based on (i) Average ROE** and (ii) BVPS Growth**. These results may be modified up or down by a maximum of 20% based on the Company's relative total shareholder return against peers. | | | | | | ● | Performance contingent share awards represented 29.0%* of the average named executive officer target total compensation for 2025. | | | 4. | Stock Based Awards | Equity | ● | Intended to motivate performance, discourage excessive risk-taking, align our named executive officers' interests with those of our long-term shareholders' interests and promote retention. | | | | | | ● | Stock appreciation rights vest ratably over a three-year period. | | | | | | ● | Stock appreciation rights represented 14.0%* of the average named executive officer target total compensation for 2025. | | | | | | ● | Restricted share units vest ratably over a three-year period. | | | | | | ● | Restricted share units represented 10.4%* of the average named executive officer target total compensation for 2025. | | | 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. | | *Calculation excludes pension and retirement benefits. Average percentages are rounded. ** Excluding accumulated other comprehensive income ("AOCI") and cumulative change in fair value of funds withheld embedded derivatives. See "2023-2025 PCS Performance Metrics" on page 43 for definitions of Average ROE and BVPS Growth. | | | | | |
Say on Pay Feedback from Shareholders
The performance contingent share awards and the stock based awards described above collectively form the Company's LTI plan. For 2025, LTI was allocated as follows: •75% PCS and 25% SARs for Mr. Cheng; and •50% RSUs and 50% SARs for Ms. To; and •60% PCS, 20% RSUs and 20% SARs for all other named executive officers. Ms. To joined the Company in May 2025, after the start of the performance period, and did not receive a PCS allocation for 2025. Her LTI grant was split 50% RSUs and 50% SARs, prorated for time in service. She also received a sign-on RSU grant that vests in three equal annual installments, beginning on the first anniversary of the grant date, and fully vests on June 6, 2028. 2025 Compensation Program Changes. In February 2025, the Committee approved the following changes to the Company's compensation program: •Adjusted Revenue was removed as a performance metric from the ABP, as the Company no longer considers it appropriate for measuring performance due to changes in the Company's mix of business and income sources. The 10% allocation to Adjusted Revenue was reallocated evenly to the two remaining metrics for the 2025 ABP Plan, resulting in a 65% allocation to Adjusted Operating Income per Share excluding notable items and a 35% allocation to New Business Embedded Value. •The financial metric weight allocation for PCS was changed for 2025 to allocate 65% to the Return on Equity metric and 35% to the Book Value per Share metric. Previously the two metrics were weighted evenly. This change ensures our compensable metrics remain focused on core operational profitability and capital efficiency. While Book Value per Share is a helpful valuation indicator, it is frequently subject to non-operating volatility and accounting adjustments that do not reflect underlying performance, and as such the Company believed it advisable to decrease the portion of the PCS allocated to Book Value per Share as set forth above.
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 by our CEO for the other named executive officers. The Committee reviewed and approved the below base salaries for 2025, effective as of January 1, 2025, 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 2025 Annual Bonus Plan ("ABP"), which is designed to serve as a short-term cash incentive award to motivate employees to achieve strong annual business results. The ABP provides an overall pool for annual cash incentive compensation based primarily on the Company's overall performance against pre-established financial and non-financial objectives. The target-level financial performance goals approved by the Committee are intended to require substantial efforts by our management team toward our strategic goals; at the same time, they are intended to be within reach if such efforts are made and to provide additional rewards for extraordinary achievement. The enterprise strategic scorecard outlines key non-financial strategic objectives for the Company each year, defining target performance both on a qualitative and quantitative basis depending on the goal. The Committee reviews and approves both the financial and strategic scorecard objectives for the Company before the end of the first quarter each year, including threshold and maximum performance for each financial metric. Following the end of the year, the Committee assesses Company performance and approves an Enterprise Funding Factor based on actual financial results, assessment of performance against the Company's strategic scorecard, and other relevant factors. The approved Enterprise Funding Factor is then used to determine the enterprise bonus pool for the year. Awards are based on a specific target percentage of salary, which varies for each employee and generally are set to be competitive to market. The funding of the ABP award for eligible employees is determined by applying the Enterprise Funding Factor to the total target ABP pool at the end of each year. Individual awards are determined based on individual and business unit or corporate function performance, and may be higher or lower than the calculated level of enterprise funding. The Committee reviews and approves individual awards for certain senior management of the Company in February following each year. Actual bonus payouts are capped at 200% of target. In addition to approving the ABP awards for the NEOs and other senior executives, the Committee has the discretion to amend compensation payable under the ABP. This includes discretion to reduce the pool available for ABP compensation if the Committee believes Company financial results do not appropriately represent Company performance and efforts or that payment would be misaligned with shareholder interests. We believe this helps to align the ABP design with shareholder interests. In March 2025, the Committee approved the financial performance goals and non-financial strategic scorecard objectives for the named executive officers under the ABP for 2025, including the threshold, target and maximum ABP opportunities, as a percentage of base salary, as described below. The below table describes the metrics that were used to measure the Company's 2025 overall performance in the Annual Bonus Plan:
Compensation Element #2 - Annual Bonus Plan
| 2025 Annual Bonus Plan Metrics | | | | Performance Measures and Goals | Weight | Description | | Adjusted Operating Income Per Share, excluding notable items1 | 65% | Adjusted operating income per share excluding notable items is our net income per share from continuing operations excluding certain items that the Company believes are not indicative of the Company's ongoing operations as well as notable items. In 2025, the Committee approved a specific adjustment regarding variable investment income ("VII") outside a range of -50% to +50% of VII expected in our 2025 financial plan. However, because 2025 VII results were within this range, no adjustment for VII was made. | | New Business Embedded Value | 35% | 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. | | 1Represents a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" on page 81 for additional information, including a reconciliation of this non-GAAP financial measure to the comparable GAAP measure. Notable items that are items the Company believes may not be indicative of its ongoing operating performance which are excluded from adjusted operating income to provide investors and other third parties with a better understanding of the Company's results. Such items may be unexpected, unknown when the Company prepares its business plan or otherwise. In general, notable items vary from year to year and may have a net positive or negative impact on our results. In 2025 notable items include the financial impact of the Company's review of the actuarial assumptions used in the valuation of the Company's liabilities. | | |
Compensation Element #2 - Annual Bonus Plan
The following table describes the objectives comprising the Company's 2025 Strategic Scorecard. Each objective has a number of sub-components which are assessed against a defined level of performance.
Compensation Element #2 - Annual Bonus Plan
| 2025 Enterprise Strategic Scorecard Objectives | | | Component | Definition | | Elevate Creation Re | Bring full suite of RGA solutions to clients and proactively engage in exclusive partnerships, with a focus on top strategic clients, and elevate the impact of business development globally by generating a significant amount of NBEV in 2025 from this type of new business. | | Unlock Enterprise Value | Unlock enterprise value through the development and execution of a reinvigorated financial strategy and establishment of RGA as an asset completion manager to support our long-term growth potential. | | Technology & Operations | Protect and enhance RGA's long term financial interests, brand, and stakeholder relationships by adopting a Global Technology Operating Model focused on organizational resiliency, agility, and enterprise scale, while allowing for business variability and local innovation. Advance modernization of critical enabling functions by fulfilling key operational and IT projects. Develop an operating model strategy to ensure greater operational efficiency as RGA grows. | | Talent, Culture, & Sustainability | Unlock the full capacity and potential of our current and future talent, leveraging the strength of our commitments, culture, and leaders to position RGA for sustained growth and success. |
Compensation Element #2 - Annual Bonus Plan
Following the end of the year, the Company's leadership team conducted an assessment of Company performance, incorporating the below financial performance results, consideration of material headwinds and tailwinds to those results, and a qualitative assessment of performance against the 2025 Enterprise Strategic Scorecard Objectives. Taking a holistic view of RGA's collective performance against financial and non-financial objectives, RGA's leadership requested approval of an Enterprise Funding Factor of 135.0% of target. The final 2025 Enterprise Funding Factor results in a discretionary adjustment of 4.3% above the calculated financial results. The Committee reviewed and approved the recommended Enterprise Funding Factor in January 2026. The following table describes 2025 ABP performance measures and results:
Compensation Element #2 - Annual Bonus Plan
| 2025 Annual Bonus Plan | | | | | | | | Performance Measures and Goals | Weight | Threshold | Target | Maximum | Numerical Results | Payout Percent | | Adjusted Operating Income Per Share, excluding notable items1 | 65.0% | $18.59 | $23.24 | $27.89 | $24.42 | 81.5% | | | | 80.0% | | 120.0% | | | | New Business Embedded Value ($M) | 35.0% | $1,010.00 | $1,853.00 | $2,697.00 | $2,195.00 | 49.2% | | | | 54.5% | | 145.5% | | | | Financial Metric Payout | | | | | | 130.7%2 | | Adjustment Factor for Enterprise Strategic Scorecard Objectives and Other Financial and Non-financial Performance | | | | | | 4.3% | | Enterprise Funding Factor | | | | | | 135.0% | | 1Represents a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" on page 81 for additional information, including a reconciliation to comparable GAAP measure. | | | | | | | | 2Financial Metric Payout result may not be additive due to rounding. | | | | | | |
Compensation Element #2 - Annual Bonus Plan
The following table describes the threshold, target and maximum ABP opportunities for the named executive officers (as a percentage of base salary) as approved by the Committee in October 2024 (with the exception of Ms. To, whose compensation was approved prior to her hire date with the Company), and the actual ABP payments for 2025 performance as approved by the Committee in February 2026:
Compensation Element #2 - Annual Bonus Plan
| 2025 Individual Annual Bonus Plan Results | | | | | | | | Name | ABP Threshold1 | ABP Target1 | ABP Maximum1 | Target ABP Award in Dollars | Actual ABP Percentage of Target | Actual ABP Payment | | Tony Cheng | 100% | 200% | 400% | $2,000,000 | 125.0% | $2,500,000 | | Axel André | 75% | 150% | 300% | $1,125,000 | 124.9% | $1,404,844 | | My Chi To2 | 80% | 160% | 320% | $597,041 | 128.3% | $765,705 | | Ronald Herrmann | 100% | 200% | 400% | $1,400,000 | 155.3% | $2,173,500 | | Leslie Barbi | 100% | 200% | 400% | $1,345,000 | 136.4% | $1,833,908 | | 1Expressed as a percentage of base salary. | | | | | | | | 2Ms. To's 2025 ABP Target and Payout were prorated to reflect her hire date in May 2025. | | | | | | |
Compensation Element #3 - Performance Contingent Share Awards
Compensation Element #3 - Performance Contingent Share Awards The Amended & Restated Flexible Stock Plan ("Flexible Stock Plan") provides for the grant of performance contingent shares ("PCS") 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 share 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 that 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 threshold 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 threshold, target or maximum performance levels. If we do not meet threshold 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 contingent upon the participant's employment status with the Company at the end of the three-year performance period, except for employees who were retirement eligible under the plan when they terminated employment. 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.
2023-2025 PCS Performance Metrics
2023-2025 PCS Performance Metrics
2023-2025 PCS Performance Metrics
| Component | Weight | Definition | | BVPS Growth1 | 50.0% | For each Performance Cycle, BVPS Growth is defined as the average of the annual growth rates in book value per share, excluding AOCI and cumulative change in fair value of funds withheld embedded derivatives, for each year in the performance cycle. | | Average ROE1 | 50.0% | For each Performance Cycle, Average ROE, is defined as the average "Adjusted operating return, excluding standard adjustments on equity, excluding AOCI and cumulative change in fair value of funds withheld embedded derivatives, for the 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. | | 1Represent non-GAAP financial measures. See "Use of Non-GAAP Financial Measures" on page 81 for additional information, including reconciliations of non-GAAP financial measures to comparable GAAP measures. | | |
2023-2025 PCS Performance Metrics
The Company's relative Total Shareholder Return ("TSR") ranked against an established group of companies modifies the results of the above metrics up or down by a maximum of 10%. See "Total Shareholder Return Peer Group" below for additional information. In February 2026, the Committee reviewed and approved the results for the 2023-2025 performance period and determined that the results for (i) BVPS Growth and (ii) Average ROE exceeded their respective targets. In addition, the three-year relative total shareholder return performance as compared to the TSR peer group resulted in no modification to the financial metric performance factor. The following table describes the goals established in March 2023 and actual results:
2023-2025 PCS Performance Metrics
| 2023-2025 Performance Contingent Share Metrics | | | | | | | | 2023 Performance Measure | Weight | Threshold | Target | Maximum | Actual | Payout Percent | | BVPS Growth1 | 50.0% | 5.0% | 7.0% | 9.0% | 7.2% | 55.5% | | Average ROE1 | 50.0% | 9.5% | 11.0% | 12.5% | 15.1% | 100.0% | | Total Result before relative Total Shareholder Return Modifier | | | | | | 155.5% | | Relative Total Shareholder Return Modifier | | | | | | 100.0% | | Total Result | | | | | | 155.5% | | 1See "Use of Non-GAAP Financial Measures" on page 81 for additional information, including reconciliations of non-GAAP financial measures to comparable GAAP measures. | | | | | | |
2023-2025 PCS Performance Metrics
The total performance factor for the 2023-2025 performance metric was 155.5%.
2024-2026 PCS Awards
In March 2025, the Committee established the target and ranges for the following performance measures: (i) Average ROE, and (ii) BVPS Growth. These results may be modified up or down by a maximum of 20% based on three-year relative total shareholder return using a revised peer group established in 2025. See "Total Shareholder Return Peer Group" below for additional information. These measures were set for the period beginning in 2025 at levels that are consistent with our intermediate-term goals for each measure. The performance period for the 2025 PCS grant began on January 1, 2025, and will end on December 31, 2027.
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. 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. The vesting schedule for SARs grants is ratable over three years, with one-third vesting on December 31 of each of the three 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 2025, the Committee approved the 2025 annual SARs awards for our named executive officers and other company executives. The SARs granted on March 6, 2025 have a strike price of $193.00, which was the closing price of our stock on the date the grants were approved. See "Compensation Tables - Grants of Plan-Based Awards in 2025" for a description of the 2025 annual SARs grants. The following table describes the 2025 annual SARs awards for the named executive officers, granted on March 6, 2025:
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. We believe this program aligns our executives' interests with those of our shareholders and promotes retention. RSUs vest ratably over three years, with one-third of the grant vesting on December 31 of each year. Following each vesting date, the RSUs are settled in unrestricted shares of common stock. In March 2025, the Committee approved the 2025 annual RSU awards for our named executive officer and other company executives. The following table describes the 2025 annual RSU awards for the named executive officers, granted on March 6, 2025:
2025 RSU Grants
2025 RSU Grants
2025 RSU Grants
| Name | Number of RSUs Granted | | Tony Cheng1 | — | | Axel André | 3,109 | | My Chi To2 | 18,925 | | Ronald Herrmann | 1,995 | | Leslie Barbi | 1,568 | | 1Mr. Cheng's 2025 Long-Term Incentive compensation was weighted 75% to PCS and 25% to SARs, and thus he did not receive any RSUs for 2025. | | | 2Due to the timing of Ms. To joining the Company in May 2025, she was granted a one-time RSU award of 1,941 units for 2025. The award vested 647 units on December 31, 2025, will be eligible to vest 565 units on December 31, 2026, and will be eligible to vest 729 units on December 31, 2027. She was also granted a one-time RSU award of 16,984 units, which will vest in three equal installments, beginning on the first anniversary of the grant date and fully vest on June 6, 2028. | |
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, hybrid defined benefit pension plans and an executive deferred savings plan.
Non-qualified Plans
Non-qualified Plans 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. 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 Savings component and a Pension component. All contributions to the Augmented Plan are made by the Company. The matching contribution credits in the 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. 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 2025 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 2025) due to IRS compensation or contribution 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 2025: •Mr. Cheng met the vesting requirements of the pension plans and is therefore eligible to receive his Performance Pension Account benefits in both the Pension Plan and the Augmented Benefit Plan upon his termination of employment with the Company. Mr. Cheng also met the vesting requirements of the savings plans and is therefore eligible to receive benefits from the Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of his employment with the Company. •Mr. Andre, Mr. Herrmann and Ms. Barbi met the vesting requirements of the savings plans and are therefore eligible to receive the benefits from the Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of their employment with the Company. Ms. To has not yet met the vesting requirements of the savings plans and is therefore not yet eligible to receive certain un-vested benefits from the Savings Plan and the Augmented Benefit Plan upon the termination of her employment with the Company.
2026 Compensation Actions
| 2026 Annual Bonus Plan Opportunities | | | | | Name | Threshold | Target | Maximum | | Tony Cheng | 112% | 225% | 450% | | Axel André | 75% | 150% | 300% | | My Chi To | 80% | 160% | 320% | | Ronald Herrmann | 100% | 200% | 400% | | Leslie Barbi1 | 100% | 200% | 400% | | 1Ms. Barbi is eligible to receive a portion of her 2026 ABP based on her completed service during the year due to her retirement eligibility. | | | |
2026 SARs and RSU Grants
2026 SARs and RSU Grants The Committee approved the 2026 annual SARs and RSU awards for the named executive officers, as outlined in the table below. Starting in 2026, grants of SARs and RSUs will vest ratably on each of the three following anniversary dates of the grant date.
2026 SARs and RSU Grants
| 2026 SARs and RSU Grants | | | | Name | Number of SARs Granted1 | Number of RSUs Granted1 | | Tony Cheng | 32,767 | — | | Axel André | 8,642 | 2,993 | | My Chi To | 3,457 | 1,197 | | Ronald Herrmann | 6,049 | 2,095 | | 1Mr. Cheng received 25% of his 2026 LTI awards in stock appreciation rights. Ms. To and Messrs. André and Herrmann received 20% of their 2026 LTI awards in stock appreciation rights and 20% in restricted stock units. Ms. Barbi will not receive a 2026 SAR or RSU grant due to her retirement on April 15, 2026. | | |
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 October 2024, the Committee approved 2025 compensation for the executive officers including the CEO, inclusive of base salary and targets for both bonus and long-term incentive awards. Equity awards are generally made to executive officers on an annual basis according to a pre-established schedule. In connection with new hires or other extraordinary events, equity awards are occasionally made outside of this annual cycle. Annual equity-based compensation awards to our executive officers are approved at the Committee's March meeting. The date of this meeting is generally scheduled at least one year in advance. The strike price for grants of SARs is the NYSE closing price of our common stock on the day of the Committee approval. 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. In March 2025, 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 approval. Whether pursuant to the annual equity award grant cycle or any off-cycle grant, the Committee does not time equity-based awards in coordination with the release of material, non-public information and has a practice of evaluating potential conflicts associated with granting awards close in time to the release of such information. Furthermore, the Committee has never timed and does not plan to time the release of material, non-public information for the purpose of affecting the value of executive or Board compensation.
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 2025, 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 marketplace 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 | | | 2025 Peer Companies | | | Aflac, Incorporated | MetLife, Inc. | | Assurant, Inc. | Principal Financial Group, Inc. | | Corebridge Financial, Inc. | Prudential Financial, Inc. | | Equitable Holdings, Inc. | Sun Life Financial, Inc. | | Globe Life, Inc. | The Hartford Insurance Group, Inc. | | iA Financial Corporation Inc. | Unum Group | | Lincoln National Corp. | Voya Financial, Inc. | | Manulife Financial 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 that 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 | $12,240 | $11,986 | $87,782 | | Median | $17,164 | $15,703 | $290,605 | | 75th Percentile | $24,015 | $38,947 | $415,376 | | RGA | $23,698 | $13,370 | $156,590 | | RGA Percentile Rank | 74% | 40% | 40% | | 1Total Trailing 12-months Revenue and Total Assets are based on most recent annual or quarterly public disclosure as of December 31, 2025. Market Capitalization is presented as of December 31, 2025. | | | |
Composition of Peer Companies
Composition of Peer Companies The Committee regularly reviews the companies we use to evaluate our compensation practices for purposes such as pay levels and pay design. In 2025, Meridian performed an analysis of the Company's Peer Group and recommended maintaining the existing 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 the Company's 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 2025 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 around 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.
Total Shareholder Return Peer Group
Total Shareholder Return Peer Group We use an established group of companies different from the peer group described above to serve as the basis for comparison for the total shareholder return modifier under our PCS awards. The Company's Total Shareholder Return is ranked against this group of companies, resulting in a relative TSR modifier which could increase or decrease the performance factor for each PCS performance cycle. 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. The TSR Peer Group for 2025 is listed in the table below.
Total Shareholder Return Peer Group
| Total Shareholder Return Peer Group1 | | | 2025 Peer Companies | | | Aflac, Incorporated | MetLife, Inc. | | Brighthouse Financial, Inc. | Primarica, Inc. | | CNO Financial Group | Principal Financial Group, Inc. | | Equitable Holdings, Inc. | Prudential Financial, Inc. | | Globe Life, Inc. | The Hartford Insurance Group, Inc. | | Lincoln National Corp. | Unum Group | | Manulife Financial Corp. | Voya Financial, Inc. |
Total Shareholder Return Peer Group
1The TSR Peer Group for 2023 and 2024 PCS Awards included American Equity Investment Life Holding Company, iA Financial Corporation Inc., and Sun Life Financial Inc. which were removed starting in 2025, and did not include Equitable Holdings Inc., The Hartford Insurance Group, Inc., and Voya Financial, Inc. which were added starting in 2025. The TSR Peer Group for 2026 will not include Brighthouse Financial, Inc., which was removed due to acquisition. The Committee may remove a company from this 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. See "Compensation Element #3 - Performance Contingent Share Awards" for additional detail on each performance cycle's relative TSR modifier and TSR peer group companies.
No Employment or Severance Agreements
No Employment or Severance Agreements We do not have employment, severance or change of control agreements with any of our named executive officers.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary1 | Bonus2 | Stock Awards3 | Option Awards4 | Non-Equity Incentive Plan Compensation5 | Change in Pension Value and Nonqualified Deferred Compensation Earnings6 | All Other Compensation7 | Total | | Tony Cheng President & CEO | 2025 | $999,423 | $— | $5,624,985 | $1,875,016 | $2,500,000 | $352,131 | $1,711,674 | $13,063,229 | | | 2024 | $946,154 | $— | $4,631,259 | $1,543,756 | $3,158,750 | $157,942 | $1,017,388 | $11,455,249 | | | 2023 | $749,129 | $— | $1,546,918 | $515,613 | $1,934,269 | $3,204 | $1,763,761 | $6,512,894 | | Axel André EVP & CFO | 2025 | $750,000 | $— | $2,399,955 | $599,988 | $1,404,844 | $— | $181,115 | $5,335,902 | | | 2024 | $375,000 | $— | $1,750,068 | $750,011 | $1,025,353 | $— | $37,602 | $3,938,034 | | My Chi To EVP, Chief Legal Officer & Corporate Secretary | 2025 | $357,692 | $340,000 | $3,899,875 | $399,974 | $765,705 | $— | $36,122 | $5,799,368 | | Ronald Herrmann EVP, Head of RGA Americas | 2025 | $699,712 | $— | $1,539,947 | $385,010 | $2,173,500 | $— | $223,376 | $5,021,545 | | | 2024 | $674,519 | $— | $1,350,135 | $337,508 | $1,755,000 | $— | $192,093 | $4,309,255 | | | 2023 | $649,615 | $— | $780,099 | $194,983 | $1,300,000 | $— | $176,308 | $3,101,005 | | Leslie Barbi EVP & Chief Investment Officer | 2025 | $671,894 | $— | $1,210,496 | $302,609 | $1,833,908 | $— | $303,140 | $4,322,047 | | | 2024 | $649,519 | $— | $1,170,043 | $292,525 | $2,270,450 | $— | $290,312 | $4,672,849 | | | 2023 | $624,519 | $— | $999,921 | $250,018 | $2,174,600 | $— | $193,333 | $4,242,391 |
Summary Compensation Table
1.This column reflects salary amounts earned, whether paid currently or deferred under the Company's Executive Deferred Savings Plan or Savings Plan. For 2023, Mr. Cheng's base salary 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 reflects a signing bonus paid to Ms. To in connection with her hire in 2025. All other cash bonuses, which were based on achievement of performance goals under our ABP plan, are disclosed in the "Non-Equity Incentive Plan Compensation" column. 3.This column represents the grant date fair value of PCS awards granted in such year, using probable outcomes of performance conditions, as well as the grant date fair value of RSUs granted in such year, 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, 2025, as filed with the SEC. See also "Grants of Plan-Based Awards in 2025" for information on awards made in 2025. 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. Previously the value of RSU grants were displayed under the Option Awards column of the Summary Compensation Table. In the table above the grant date value of RSU awards is displayed for all years in the Stock Awards column of the table. The amount for Ms. To for 2025 includes the grant date fair value for both 2025 LTI grants pro-rated for time in service, as well as a one-time sign on grant. Assuming the highest level of achievement with respect to the PCS awards granted in 2025 (which would result in vesting at the 200% maximum performance level), the stock award values for these awards would be as follows: Mr. Cheng: $11,249,970; Mr. André: $3,599,836; Mr. Herrmann: $2,309,824; and Ms. Barbi: $1,815,744. 4.This column represents the grant date fair value of SARs 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, 2025, as filed with the SEC. See also "Grants of Plan-Based Awards in 2025" for information on SARs granted in 2025. 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. Previously the value of RSU grants were displayed under the Option Awards column of the Summary Compensation Table. In the table above the grant date value of RSU awards is displayed for all years in the Stock Awards column of the table. 5.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. 6.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 2025 is attributable to service and compensation increases. 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 2025" and "Nonqualified Deferred Compensation in 2025" tables for additional 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. 7.Amount includes contributions by the Company to the officers' accounts in qualified and nonqualified plans for the 2025 plan year and tax equalization payments grossed up for taxes associated with relocation to the U.S. for Mr. Cheng. See table below for additional information.
Summary Compensation Table
| All Other Compensation | | | | | | | Category | Tony Cheng | Axel André | My Chi To | Ronald Herrmann | Leslie Barbi | | Savings Plan | $24,500 | $35,000 | $17,135 | $35,000 | $35,000 | | Augmented Savings Plan | 76,163 | 71,268 | 750 | 105,236 | 129,617 | | Executive Deferred Savings Plan | 190,409 | 71,268 | 15,000 | 73,227 | 129,617 | | Life Insurance Premiums | 4,094 | 3,579 | 3,237 | 9,913 | 8,906 | | Perquisites and Other Personal Benefits1: | | | | | | | Tax Equalization2 | 1,385,780 | — | — | — | — | | Foreign Tax Preparation Services2 | 29,076 | — | — | — | — | | Professional Dues | 1,652 | — | — | — | — | | Total | $1,711,674 | $181,115 | $36,122 | $223,376 | $303,140 | | 1Each of Mses. To and Barbi and Messrs. André and Herrmann aggregate amounts of perquisites and other personal benefits in 2025 were less than $10,000. | | | | | | | 2Tax Equalization and Foreign Tax Preparation Service costs for Mr. Cheng are related to income earned in Hong Kong prior to his transfer to the US in 2023. | | | | | |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 This table provides the following information about equity and non-equity awards granted to the named executive officers in 2025: (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 2025 for the 2025 performance period; (3) estimated future payouts under equity incentive plan awards, which consist of potential payouts under the PCS grants in 2025 for the 2025-2027 performance period; (4) all other stock and option awards, which consist of the SARs and RSU awards granted to the named executive officers in 2025; (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 2025
| Grants of Plan-Based Awards in 2025 | | | | | | | | | | | | | 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 | | | | | | Tony Cheng | 3/6/2025 | $1,000,000 | $2,000,000 | $4,000,000 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | 14,573 | 29,145 | 58,290 | --- | --- | --- | $5,624,985 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | --- | --- | --- | --- | 26,532 | $193.00 | $1,875,016 | | Axel André | 3/6/2025 | $562,500 | $1,125,000 | $2,250,000 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | 4,663 | 9,326 | 18,652 | --- | --- | --- | $1,799,918 | | | | --- | --- | --- | --- | --- | --- | 3,109 | --- | --- | $600,037 | | | | --- | --- | --- | --- | --- | --- | --- | 8,490 | $193.00 | $599,988 | | My Chi To* | 6/6/2025 | $298,521 | $597,041 | $1,194,082 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | --- | --- | --- | 18,925 | --- | --- | $3,899,875 | | | | --- | --- | --- | --- | --- | --- | --- | 5,149 | $206.07 | $399,974 | | Ronald Herrmann | 3/6/2025 | $700,000 | $1,400,000 | $2,800,000 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | 2,992 | 5,984 | 11,968 | --- | --- | --- | $1,154,912 | | | | --- | --- | --- | --- | --- | --- | 1,995 | --- | --- | $385,035 | | | | --- | --- | --- | --- | --- | --- | --- | 5,448 | $193.00 | $385,010 | | Leslie Barbi | 3/6/2025 | $672,500 | $1,345,000 | $2,690,000 | --- | --- | --- | --- | --- | --- | --- | | | | --- | --- | --- | 2,352 | 4,704 | 9,408 | --- | --- | --- | $907,872 | | | | --- | --- | --- | --- | --- | --- | 1,568 | --- | --- | $302,624 | | | | --- | --- | --- | --- | --- | --- | --- | 4,282 | $193.00 | $302,609 | | *Due to the timing of Ms. To joining the Company, her ABP will be pro-rated based on her start date and she did not receive the PCS awards granted in March 2025. | | | | | | | | | | | |
Grants of Plan-Based Awards in 2025
1. These columns reflect the potential value of the payment for 2025 performance under the ABP for each named executive if the threshold, 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 2025 performance was determined in February 2026 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 2025, which may be settled in 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, 2025 and ends December 31, 2027. The amounts in the columns reflect a range of shares the Company could settle to each named executive officer for 2025. If the threshold level of performance is met or exceeded for each financial metric, the award of shares starts at 50% at the threshold with an award at target of 100% and a maximum award possible of 200%. It is possible for no shares to be issued in settlement of the awards if the results for every financial metric fail to meet the threshold level of performance. 3. This column reflects the number of RSUs granted in March 2025, which vest ratably over a three-year period, with one-third vesting on December 31, 2025, one-third vesting on December 31, 2026 and one third vesting on December 31, 2027. This column also reflects a one-time award of 1,941 RSUs granted to Ms. To in June 2025, of which 647 units vested on December 31, 2025, 565 units are eligible to vest on December 31, 2026, and 729 units are eligible to vest on December 31, 2027. This column also reflects a one-time award of 16,894 RSUs granted to Ms. To in June 2025, which vests in three equal annual installments, beginning on the first anniversary of the grant date, and fully vests on June 6, 2028. 4. This column reflects the number of SARs granted in March 2025, which vest ratably and become exercisable over three years with one-third vesting on December 31, 2025, one-third vesting on December 31, 2026 and one third vesting on December 31, 2027. This column also reflects the number of SARs granted on June 6, 2025 to Ms. To, of which 1,716 units vested on December 31, 2025, 1,501 units are eligible to vest on December 31, 2026, and 1,932 units are eligible to vest on December 31, 2027. 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 6, 2025, the date the Committee approved the grants. This column also reflects the strike price per share of common stock for the SARs granted to Ms. To, which is the closing price of the common stock on June 6, 2025, the grant date. 6. This column reflects the full grant date fair value of the PCS awards, RSUs and SARs under ASC 718 granted to the named executive officers in 2025. See notes 3 and 4 of the "Summary Compensation Table" for a discussion of fair value calculation related to the PCS awards, RSUs and SARs respectively. For PCS and RSU awards with the grant date of March 6, 2025, the fair value is calculated using the closing price of Company stock of $193.00. For SARs with a grant date of March 6, 2025, fair value is calculated using the Black-Scholes value of $70.67. For RSU awards with a grant date of June 6, 2025, the fair value is calculated using the closing price of Company stock of $206.07. For SARs with a grant date of June 6, 2025, fair value is calculated using the Black-Scholes value of $77.68. 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, 2025, 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 2025 Year-End
Outstanding Equity Awards at 2025 Year-End The following table provides information on the 2025 year-end holdings of SARs, RSUs and PCS awards by our named executive officers. This table includes vested and unvested SARs and RSUs, and unvested PCS 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 2025, which was $203.46. The PCS 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 2025 Year-End
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 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 | | Tony Cheng | | | | | | | | | | | 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 | 3,491 | | | $129.01 | 3/11/2031 | | | | | | 3/22/2022 | 6,306 | | | $106.53 | 3/22/2032 | | | | | | 3/9/2023 | 8,193 | 2,731 | | $138.34 | 3/9/2033 | | | | | | 3/15/2024 | 15,146 | 7,573 | | $185.28 | 3/15/2034 | | | 24,996 | $5,085,686 | | 3/6/2025 | 8,844 | 17,688 | | $193.00 | 3/6/2035 | | | 29,145 | $5,929,842 | | Axel André | | | | | | | | | | | 7/24/2024 | 5,496 | 3,665 | | $218.54 | 7/24/2034 | 5,949 | $1,210,384 | | | | 3/6/2025 | 2,830 | 5,660 | | $193.00 | 3/6/2035 | 2,073 | $421,773 | 9,326 | $1,897,468 | | My Chi To | | | | | | | | | | | 6/6/2025 | 1,716 | 3,433 | | $206.07 | 6/6/2035 | 18,278 | $3,718,842 | | |
Outstanding Equity Awards at 2025 Year-End
| Ronald Herrmann | | | | | | | | | | 3/11/2021 | 2,577 | | $129.01 | 3/11/2031 | | | | | | 3/22/2022 | 4,641 | | $106.53 | 3/22/2032 | | | | | | 3/9/2023 | 3,098 | 1,033 | $138.34 | 3/9/2033 | | | | | | 3/15/2024 | 3,311 | 1,656 | $185.28 | 3/15/2034 | 559 | $113,734 | 5,465 | $1,111,909 | | 3/6/2025 | 1,816 | 3,632 | $193.00 | 3/6/2035 | 1,330 | $270,602 | 5,984 | $1,217,505 | | Leslie Barbi | | | | | | | | | | 3/6/2020 | 13,354 | | $117.85 | 3/6/2030 | | | | | | 3/11/2021 | 5,762 | | $129.01 | 3/11/2031 | | | | | | 3/22/2022 | 9,820 | | $106.53 | 3/22/2032 | | | | | | 3/9/2023 | 3,972 | 1,325 | $138.34 | 3/9/2033 | | | | | | 3/15/2024 | 2,870 | 1,435 | $185.28 | 3/15/2034 | 484 | $98,475 | 4,736 | $963,587 | | 3/6/2025 | 1,427 | 2,855 | $193.00 | 3/6/2035 | 1,046 | $212,819 | 4,704 | $957,076 |
Outstanding Equity Awards at 2025 Year-End
1. SARs granted prior to 2024 vest over four years (25% of which vests at the end of each of the four years). SARs granted in 2024 and thereafter vest over three years (one-third of which vests at the end of each of the three years). SARs granted to Mr. André on July 24, 2024 are subject to a three-year ratable vesting schedule whereby 5,496 units have vested on or before December 31, 2025, and 3,665 units are eligible to vest on December 31, 2026. SARs granted to Ms. To on June 6, 2025 are subject to a three-year ratable vesting schedule whereby 1,716 units vested on December 31, 2025, 1,501 units are eligible to vest on December 31, 2026, and 1,932 units are eligible to vest on December 31, 2027. 2. These columns reflect the number of (i) unvested RSUs granted in July 2024 to Mr. André when he joined the Company, of which 1,373 RSUs are eligible to vest on December 31, 2026 and 4,576 RSUs which are eligible to vest on July 24, 2027, (ii) RSUs granted in June 2025 to Ms. To when she joined the Company, of which 565 RSUs are eligible to vest on December 31, 2026 and 729 RSUs are eligible to vest on December 31, 2027, and 16,984 RSUs which vest in three equal annual installments, with the first vesting date on June 6, 2026, the second vesting date on June 6, 2027, and the final vesting date on June 6, 2028, (iii) the RSUs granted in March 2024, which ratably vest over a three-year period ending on December 31, 2026, and (iv) the RSUs granted in March 2025, which ratably vest over a three-year period ending on December 31, 2027. The amount of outstanding RSUs for Ms. Barbi granted in March 2024 were reduced by 43 units in December 2025 (prior to the grant's ratable vesting dates of December 31, 2025 and December 31, 2026) in order to recognize taxation for FICA due to her eligibility for retirement. The amount of outstanding RSUs for Mr. Herrmann granted in March 2024 were reduced by 49 units in December 2025 (prior to the grant's ratable vesting dates of December 31, 2025 and December 31, 2026) in order to recognize taxation for FICA due to his eligibility for retirement. 3. These columns reflect the number of shares and estimated market value of PCS awards. The Company is measuring financial performance over a three-year period for the 2024 PCS awards and the 2025 PCS awards. SEC rules require disclosure of the number of shares and estimated market value of PCS awards 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 awards made in 2024 and 2025 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 of our common stock on the last business day of 2025 ($203.46).
SARs and Option Exercises and Stock Awards Vested in 2025
SARs and Option Exercises and Stock Awards Vested in 2025 2025 SARs and Option Exercises and Stock Awards Vested. The following table provides information for the named executive officers regarding SARs and stock option exercises and stock awards vested during 2025, including the number of shares acquired upon exercise or vesting and the value realized.
SARs and Option Exercises and Stock Awards Vested in 2025
| 2025 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 | | Tony Cheng | — | $— | 17,388 | $3,537,765 | | Axel André | — | $— | 2,409 | $490,135 | | My Chi To | — | $— | 647 | $131,639 | | Ronald Herrmann | — | $— | 16,313 | $3,242,473 | | Leslie Barbi | — | $— | 11,328 | $2,303,483 |
SARs and Option Exercises and Stock Awards Vested in 2025
1. There were no SARs exercised by the above employees during 2025. 2. These columns represent gross amounts paid before taxes for the settlement of the PCS awards for the 2023-2025 performance period, paid in 2026, the settlement of the full amount of the 2023 RSU awards, one-third of the 2024, and one-third of the 2025 RSU awards, and the settlement of RSUs for Mr. Herrmann granted to him when he joined the Company in 2020, paid in 2026. The number of shares for the settlement of the 2023-2025 PCS awards was calculated by multiplying the number of PCS awards by the performance factor that pertained to the awards, which was 155.5%. The following table shows information regarding the number of shares acquired upon vesting during 2025 of 2023-2025 Performance Contingent Shares, 2023 Restricted Stock Units, 2024 Restricted Stock Units, and 2025 Restricted Stock Units previously granted to named executive officers.
SARs and Option Exercises and Stock Awards Vested in 2025
| Stock Awards - Number of Shares Acquired on Vesting during 20251 | | | | | | | | Name | 2023-2025 Performance Contingent Shares2 | 2023 Restricted Stock Units3 | 2024 Restricted Stock Units4 | 2025 Restricted Stock Units | Other5 | Total | | Tony Cheng | 17,388 | --- | --- | --- | --- | 17,388 | | Axel André | --- | --- | 1,373 | 1,036 | --- | 2,409 | | My Chi To | --- | --- | --- | 647 | --- | 647 | | Ronald Herrmann | 6,576 | 1,410 | 656 | 665 | 7,006 | 16,313 | | Leslie Barbi | 8,430 | 1,807 | 569 | 522 | --- | 11,328 |
SARs and Option Exercises and Stock Awards Vested in 2025
1.The number of shares presented in the table above are gross amounts settled before taxes are withheld. 2.The number of shares for the settlement of the 2023-2025 PCS awards was calculated by multiplying the number of PCS awarded by the performance factor that pertained to the awards, which was 155.5%. 3.The number of shares vested in 2025 includes additional shares in order to recognize taxation for FICA due to eligibility for retirement. The additional RSUs vested included 73 for Ms. Barbi and 57 for Mr. Herrmann. 4.The number of shares vested in 2025 includes additional shares in order to recognize taxation for FICA due to eligibility for retirement. The additional RSUs vested included 43 for Ms. Barbi and 49 for Mr. Herrmann. 5.Represents shares settled from a one-time grant issued to Mr. Herrmann when he joined the Company in December 2020, which cliff vested after five years in December 2025.
Pension Benefits in 2025
Pension Benefits in 2025
Nonqualified Deferred Compensation in 2025
Nonqualified Deferred Compensation in 2025
Nonqualified Deferred Compensation in 2025
| 2025 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 | | Tony Cheng | $207,909 | $177,479 | $94,267 | $— | $661,975 | | Axel André | $88,768 | $18,808 | $21,458 | $— | $146,648 | | My Chi To | $15,000 | $— | $195 | $— | $15,195 | | Ronald Herrmann | $55,977 | $148,687 | $86,350 | $— | $806,304 | | Leslie Barbi | $294,234 | $247,912 | $113,536 | $— | $1,569,483 |
Nonqualified Deferred Compensation in 2025
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 2024 contributions credited to the participant's account during 2025. 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 2025 which are actually made in 2026. 3. Reflects earnings credited to the participant's account during 2025 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 2024 for Mr. Cheng in the amount of $182,320, Mr. André in the amount of $17,614, Mr. Herrmann in the amount of $515,290, and Ms. Barbi in the amount of $913,801.
Termination or Change of Control Payments
Termination or Change of Control Payments As described above, the named executive officers 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, 2025, 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 the last business day of 2025 or actual date of the relevant event. 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 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: •Mr. Cheng became the Company's principal executive officer in 2024 ("PEO"), and Anna Manning was the Company's PEO for years prior to 2024; •"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 does not reflect the actual amount of compensation earned by or paid to Mr. Cheng 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, excluding AOCI and notable items, 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 Equity excluding AOCI and notable items7 | | | | | | | TSR5 | Peer Group TSR6 | | | | 2025 | $13,063,229 | $10,647,089 | $5,119,716 | $4,535,138 | $195.32 | $201.00 | $1,182 | 15.7% | | 2024 | $11,455,249 | $15,789,113 | $4,252,819 | $6,160,091 | $201.29 | $189.87 | $717 | 15.4% | | 2023 | $13,534,431 | $20,003,838 | $4,685,824 | $5,914,312 | $149.8 | $157.83 | $902 | 14.4% | | 2022 | $11,354,662 | $19,808,104 | $3,114,364 | $4,238,584 | $128.73 | $150.82 | $623 | 12.5% | | 2021 | $16,109,515 | $9,495,022 | $3,249,851 | $2,356,848 | $96.77 | $136.68 | $617 | 8.4% | | 1The dollar amounts reported for Mr. Cheng for 2025 under "Summary Compensation Table Total" is the amount of total compensation reported in the "Total" column of the Summary Compensation Table as reflected on page 55. Mr. Cheng became CEO on January 1, 2024. Compensation figures for the years 2021-2023 represent the compensation for Ms. Manning, our prior CEO. | | | | | | | | | | 2The dollar amounts reported for Mr. Cheng for 2025 under "Compensation Actually Paid" represent the amount of compensation actually paid to Mr. Cheng 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 Mr. Cheng 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 Mr. Cheng'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 2025, Axel André, My Chi To, Leslie Barbi, and Ronald Herrmann, (ii) for 2024, Axel André, Todd Larson, Leslie Barbi, Ronald Herrmann and Mark Brooks, (iii) for 2022 and 2023, Todd Larson, Tony Cheng, Leslie Barbi and Ronald Herrmann; and (iv) for 2021, Todd Larson, Tony Cheng, Leslie Barbi, Ronald Herrmann and Alain Néemeh. | | | | | | | | | | 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. | | | | | | | | | | 7The Company selected performance measure was updated in 2025 to Operating Return on Equity excluding AOCI and notable items to better align with how results are reported and with how management is compensated. See "Use of Non-GAAP Financial Measures" on page 81 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 22, 2022 and June 6, 2025 used an estimated term between 1.29 years and 5.5 years in FY25, as compared to an estimated term of 6.00 years to 6.25 years used to calculate the grant date fair value of such awards, and (ii) the FY22-24 PSU assumed a payout above target, the FY23-25 PSU assumed a payout above target, the FY24-26 PSU assumed a payout at target, and the FY25-27 PSU assumed a payout at target in FY25 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 | | | 2025 | | Total Compensation as reported in Summary Compensation Table ("SCT") | $13,063,229 | | Minus Pension values reported in SCT | 352,131 | | Minus Fair value of equity awards granted during fiscal year | 7,500,001 | | Plus Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | 352,131 | | Plus Fair value of equity compensation granted in current year - value at end of year-end | 6,548,363 | | Plus Fair value of equity compensation granted in current year - vesting date value | 497,346 | | 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 | (285,356) | | 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 | (1,676,492) | | 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 | $10,647,089 | | Compensation Actually Paid to Non-PEO NEOs | | | | Non-PEO NEO Averages | | | 2025 | | Total Compensation as reported in Summary Compensation Table ("SCT") | $5,119,716 | | Minus Pension values reported in SCT | — | | Minus Fair value of equity awards granted during fiscal year | 2,684,464 | | Plus Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | — | | Plus Fair value of equity compensation granted in current year - value at end of year-end | 2,315,289 | | Plus Fair value of equity compensation granted in current year - vesting date value | 242,080 | | 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 | (154,394) | | 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 | (303,089) | | 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 | $4,535,138 |
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, 2021. |
Analysis of Pay versus Performance Table Information
| †See "Use of Non-GAAP Financial Measures" on page 81 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 Mr. Cheng, our CEO during 2025. 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 2025 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 2024 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, 2025. As of October 31, 2025, there were 4,412 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 employee's annual compensation. For foreign employees, a year-to-date average exchange rate was used for base salary and the spot rate for March 1, 2025 was used for the ABP payment. We combined all of the elements of the median employee's compensation for 2025, in accordance with the requirements of the pay ratio rules, resulting in annual total compensation of $167,596. The annual total compensation of our CEO as reported in the Summary Compensation Table included in this Proxy Statement, was $13,063,229 in 2025. Based on this information, for 2025 the ratio of the annual total compensation of our CEO as compared to our median employee was 78:1.

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 Compensation

2025 Director Compensation

2025 Director Compensation Structure

2025 Director Compensation Structure

2025 Director Compensation Structure

2025 Director Compensation Structure

2025 Director Compensation Structure

2026 Director Compensation

Compensation Pay Mix

Compensation Program Practices

Say on Pay Feedback from Shareholders

Say on Pay Feedback from Shareholders

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 Share Awards

2023-2025 PCS Performance Metrics

2023-2025 PCS Performance Metrics

2023-2025 PCS Performance Metrics

2023-2025 PCS Performance Metrics

2023-2025 PCS Performance Metrics

2024-2026 PCS Awards

Stock Appreciation Rights

Restricted Stock Units

2025 RSU Grants

2025 RSU Grants

Compensation Element #5 - Retirement and Pension Benefits

Non-qualified Plans

2026 Compensation Actions

2026 SARs and RSU Grants

2026 SARs and RSU Grants

Timing of Compensation Decisions

Compensation Consultant

Competitive Marketplace Assessment

Competitive Marketplace Assessment

Competitive Marketplace Assessment

Competitive Marketplace Assessment

Composition of Peer Companies

How We Use Peer Company Data

Total Shareholder Return Peer Group

Total Shareholder Return Peer Group

Total Shareholder Return Peer Group

No Employment or Severance Agreements

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Summary Compensation Table

Grants of Plan-Based Awards in 2025

Grants of Plan-Based Awards in 2025

Grants of Plan-Based Awards in 2025

Outstanding Equity Awards at 2025 Year-End

Outstanding Equity Awards at 2025 Year-End

Outstanding Equity Awards at 2025 Year-End

Outstanding Equity Awards at 2025 Year-End

Outstanding Equity Awards at 2025 Year-End

SARs and Option Exercises and Stock Awards Vested in 2025

SARs and Option Exercises and Stock Awards Vested in 2025