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REINSURANCE GROUP OF AMERICA INC

For the period ended May 22, 2024. Filed Apr 11, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 22, 2024 · Filed Apr 11, 2024

RGA$261.90-0.0%Stored close · as of Nov 6, 2026
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Five Elements of Compensation

Five Elements of Compensation and 2023 Actions
Compensation Elements
Our compensation program consists of the following five elements:
ElementFormKey Features
1.Base SalaryCash●The only fixed compensation element, intended to attract and retain top talent.
●Generally, we target base salary around the median of our peer companies, but this varies with individual skills, experience, responsibilities, performance and location.
●Represents 19.4%* of the average named executive officer target total compensation for 2023.
2.Annual BonusPlanCash●Serves as an annual performance incentive to achieve established business goals.
●Tied to one or more of the following factors: overall Company performance, performance of the participant's division or business unit and individual performance.
●Performance goals established in the first quarter of each year with financial goals of each business unit aligning to corporate goals.
●Payouts range from 0% of target payout to 200% of target payout, depending on performance.
●The Annual Bonus Plan company-wide objectives were measured using the following components: (i) adjusted operating income per share; (ii) strategic scorecard; (iii) new business embedded value and (iv) annual adjusted consolidated revenue. The strategic scorecard is an assessment of performance in four focus areas for 2023: alternative capital; Creation Re; cybersecurity and data loss prevention; and DEI. See page 43 for a description of those components.
●Represents 28.5%* of the average named executive officer target total compensation for 2023.
3.PerformanceContingentAwardsEquity●Serves as a performance incentive to achieve established intermediate-term financial measures and align our executives' interests with those of our shareholders.
●Performance goals established at the beginning of each three-year cycle and fully vest after three years.
●Payouts range from 0% of target payout to 200% of target payout, depending on Company performance.
●For 2022 and 2023 awards, the Company measured financial performance over a three-year period, consistent with historical practice. Performance is based on (i) three-year average adjusted return on equity and (ii) three-year book value per share, excluding accumulated other comprehensive income, growth rate. Results may be modified up or down by a maximum of 10% based on three-year relative total shareholder return. Targets established for the 2022 grant were adjusted for impacts of Long-Duration Targeted Improvements ("LDTI") under new GAAP accounting rules effective January 1, 2023.
●For the 2023 PCS grants, PCS represents 100% of the long-term compensation grant for the CEO, 75% for the President and 60% for all other named executive officers.
●Performance contingent awards represented 38.3%* of the average named executive officer target total compensation for 2023.
4.Stock BasedAwardsEquity●Intended to motivate performance, promote appropriate risk-taking, align our named executive officers' long-term interests with shareholders' interests and promote retention.
●Stock appreciation rights vest 25% per year, on December 31 of each year.
●Restricted Share Units cliff-vest after a three year period.
●Restricted share units represented 5.6%* of the average named executive officer target total compensation for 2023.
●Stock appreciation rights represented 8.2%* of the average named executive officer target total compensation for 2023.
5.Retirement and Pension BenefitsDeferred Cash●Intended to provide a competitive level of post-employment income as part of a total rewards package that supports our ability to attract and retain key members of our management.
●In the U.S. there are two types of plans: qualified plans and non-qualified plans.
●Qualified plans are provided to eligible employees up to specified maximum amounts as determined by federal tax authorities.
●Non-qualified plans are provided to eligible employees who earn compensation above the maximum amounts established by federal tax authorities.
●Hong Kong retirement and pension benefits are split between: (i) a mandatory provident fund where employees and employer contribute up to a maximum amount and (ii) a supplementary fund for compensation in excess of the maximum amount applicable to the mandatory provident fund benefit.
*Calculation excludes pension and retirement benefits. Average percentages are rounded.

The performance contingent awards and the stock-based awards described above collectively form the Company's long-term incentive ("LTI") plan. For 2023, the LTI was allocated as follows:

100% PCS for Ms. Manning;

75% PCS and 25% SARs for Mr. Cheng; and

60% PCS, 20% RSUs and 20% SARs for all other named executive officers.

The structure of the 2023 LTI award for Ms. Manning took into consideration that 2023 was to be her last year as Chief Executive Officer.

Compensation Element #1 - Base Salary

The Committee begins its annual review of base salary for the named executive officers and senior management through discussion with the CEO on the previous year's expectations and achievements for each executive and their pay histories. In addition, the Committee references the base salary pay levels as compared to similar roles at our peer companies. The annual base salary determinations for executives are typically effective in the first quarter of each year. Adjustments to base salary are made periodically to recognize competitive changes, personal performance or change in position or responsibilities.

In determining the base salaries of our named executive officers, the Committee considers internal equity, tenure, individual performance and our compensation compared to that of our peer companies, as well as published surveys. The Committee also considers recommendations submitted to it by our Chief Executive Officer for the other named executive officers.

The Committee reviewed and approved the below base salaries for 2023, as follows:

2023 Named Executive Officer Base Salaries
NameBase SalaryPercentage Increase
Anna Manning$1,100,0006.8%
Todd C. Larson$700,0003.7%
Tony Cheng1$750,00017.5%
Leslie Barbi$625,0004.2%
Ronald Herrmann$650,0003.2%
1Increase reflects Mr. Cheng's promotion to President.

Compensation Element #2 - Annual Bonus Plan

All full time and part time employees were eligible to participate in our 2023 Annual Bonus Plan ("ABP"), which provides annual cash incentive compensation based on one or more of the following factors: the Company's overall performance, the performance of the participant's division, business unit or department and individual performance during the previous year. Under the ABP, participants may receive a cash bonus each year. Actual payouts are capped at 200% of target.

The ABP award is designed to serve as a short-term incentive. The target-level performance goals established by the Committee are intended to require substantial efforts by our management team toward our strategic goals, while at the same time they are intended to be within reach if such efforts are made and provide additional rewards for extraordinary achievement. The Committee establishes ABP objectives for the Company before the end of the first quarter each year and determines results and awards in February of the following year.

In March 2023, the Committee approved the performance goals and business criteria for the named executive officers under the ABP for 2023, including the minimum, target and maximum ABP opportunities, as a percentage of base salary, as described below. The performance goals the Committee established were meant to require substantial efforts by our management team toward our strategic goals, but at the same time they were intended to be within reach if such efforts are made, and also provide additional rewards for extraordinary achievement. We believe that goals that are too difficult to attain would not have the effect of providing appropriate incentives.

The targets established by the Committee reflect our annual goals for these metrics. The allocation of ABP awards between individual, business unit and overall Company performance varies for each participant and is based on his or her job responsibilities. In general, allocations for business unit, departmental and individual performance are weighted more heavily for employees with less overall Company responsibility. In contrast, allocations for the Company's overall performance are weighted more heavily for senior executives because their roles involve greater Company-wide responsibility. Awards are based on a specific target percentage of salary, which varies for each participant. Based on these criteria, the Committee approves a list of senior management participants, which includes (as applicable) individual incentive and/or business unit or division allocations, a minimum performance level that must be met before any payment can be made, as well as a target and a maximum.

Business unit results are based on each business unit's financial performance metrics. While we intend to tie individual performance to clearly articulated and objective measures, it is necessary and at times prudent for management to use a certain degree of discretion in evaluating individual results. We consider business unit and individual performance when evaluating total compensation and may from time to time establish a specific ABP allocation for a particular business objective or project. The types of individual performance that may be taken into consideration include contributions toward revenue growth, earnings per share, return on equity capital, expense management, operational activities, risk management or product or client development, as well as items such as progress toward achievement of strategic goals, leadership capabilities, development of staff or progress on major projects in which the individual holds a key role.

In 2023, a Cyber Mindset goal was established to reinforce the criticality of data loss prevention and data protection and reflect the Company's increased focus on cybersecurity. The Cyber Mindset goal contained three metrics linked to ongoing Company-wide "phishing" simulations and timely notifications of terminations, all to further the Company's protection against cybercriminals and other bad actors. Results were measured at both Company and business unit or department levels. Every employee of the company except for Ms. Manning and Mr. Cheng had an ABP allocation for the Cyber Mindset goal in 2023.

The following metrics were used to measure the Company's 2023 overall performance in the Annual Bonus Plan:

  1. Adjusted Operating Income Per Share (Weight: 50%). Adjusted operating income per share is our net income per share from continuing operations less realized capital gains and losses and certain other non-operating items.

In some circumstances, we modify the calculation of Adjusted Operating Income Per Share for purposes of the ABP to exclude standard adjustments. Standard adjustments vary from year to year and may have a net positive or negative impact on our results. The Committee has the discretion to amend compensation payable under the ABP and the Committee may exercise such discretion to reduce ABP compensation if it believes Company financial results do not appropriately represent Company performance and efforts or if payment would be misaligned with shareholder interests. We believe this creates better market alignment with the ABP design.

At the time metrics were approved, the Committee provided for adjustment of variable investment income (“VII”) outside a range of -50% to +50% of VII expected in our 2023 financial plan. As 2023 VII was within this range, no adjustment for VII was made.

  1. Strategic Scorecard (Weight: 25%). The Strategic Scorecard is an annual assessment of accomplishments and progress on strategic non-financial goals in recognition of their importance to protecting, supporting, and enhancing the Company's brand, client partnerships, regulatory position, and other organizational objectives. It has an overall weight allocation of 25% of the Company ABP, with the individual goal weighting as detailed below:
Strategic Scorecard Components
ComponentWeightDefinition
Alternative Capital25%This goal focuses on identifying and sourcing alternative capital as needed through a variety of methods to support RGA's growth ambitions, provide capital use flexibility, and maintain RGA's capital efficiency.
Creation Re25%Recognizes high quality business that grows the underlying insurance market, increases penetration through the new use of reinsurance or increases our share of the reinsurance available.
Cybersecurity and Data Privacy25%Build out capabilities & deliver on initiatives to continue to mitigate risks associated with cybersecurity or data privacy events and to bring our current measures in line with expected tolerances. Manage cyber risk, build a culture of privacy and security, and protect RGA's financial interests, brand, image, and client partnerships.
Diversity, Equity, and Inclusion25%Implement our DEI Strategy to evolve RGA workplaces, specifically our talent practices, and the communities in which RGA has a presence into more diverse, equitable and inclusive environments.

The Strategic Scorecard categories and Company performance in each category were evaluated on a 1-5 scale, with "3" as meeting expectations, "1" as fully missing expectations, and "5" as fully exceeding expectations. The Committee determined an overall performance result for each goal and the total scorecard based on input from management and all Board members. The Committee's recommendation also required endorsement from the Board.

  1. New Business Embedded Value (Weight: 15%). New business embedded value ("NBEV") is a measure of the value of the profits expected to emerge from new business net of the cost of supporting capital. NBEV is a forward-looking calculation that reflects the lifetime value created through new business sales.

  2. Adjusted Consolidated Revenue (Weight: 10%). Annual adjusted consolidated revenue is total revenues earned by the Company less any excluded transactions undertaken for capital management or risk management purposes during the annual performance period.

We also modify the calculation of Adjusted Consolidated Revenue for purposes of the ABP to exclude standard adjustments. Such standard adjustments vary from year to year and may have a net positive or negative impact on our results. For 2023, standard adjustments involved premiums related to single premium pension risk transfer transactions ("PRT").

The following table describes the adjustment to 2023 Adjusted Consolidated Revenues, for the purposes of ABP:

Adjusted Consolidated Revenue Calculation
(USD Millions)2023
Adjusted Consolidated Revenues, as reported$18,567.0
Less PRT Premium Exclusion1,447.0
Adjusted Consolidated Revenues for ABP Purposes$17,120.0

The following table describes 2023 ABP performance measures and results:

2023 Annual Bonus Plan
Performance Measures and GoalsWeightMinimumTargetMaximumNumerical ResultsPayout Percent
Adjusted Operating Income Per Share150.0%$12.10$15.13$18.15$19.88100.0%
80.0%120.0%
Strategic Scorecard25.0%1.003.005.003.6332.9%
0.0%100.0%200.0%
New Business Embedded Value15.0%$370.00$658.00$945.00$1,020.0030.0%
55.0%145.0%
Adjusted Consolidated Revenue10.0%$15,703.0$17,448.0$19,193.0$17,120.09.1%
90.0%110.0%
Payout171.9%
1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

The following table describes the minimum, target and maximum ABP opportunities for the named executive officers (as a percentage of base salary) as approved by the Committee in November 2022, and the actual ABP payments for 2023 performance, as approved by the Committee in February 2024:

2023 Individual Annual Bonus Plan Results
NameABP Threshold1ABP Target1ABP Maximum1Target ABP Award in DollarsActual ABP Percentage of Target2Actual ABP Payment
Anna Manning3100%200%400%$2,200,000171.9%$3,782,574
Todd C. Larson465%130%260%$910,000166.2%$1,512,581
Tony Cheng575%150%300%$1,125,000171.9%$1,934,269
Leslie Barbi6100%200%400%$1,250,000174.0%$2,174,600
Ronald Herrmann750%100%200%$650,000200.0%$1,300,000
1Expressed as a percentage of base salary.
2 The weighted average of the Company-specific ABP financial performance metrics for 2023 performance was 171.9%
3Ms. Manning had ABP allocations based 100% on overall Company results.
4Mr. Larson had ABP allocations based 50% on overall Company results, 45% based on departmental results (Finance) and 5% based on Cyber Mindset results for Finance and Corporate Development departments, as well as individual performance.
5Mr. Cheng has ABP allocations based 100% on overall Company results.
6Ms. Barbi had ABP allocations based 50% on overall Company results, 45% on departmental results (Investments) and 5% on Cyber Mindset results for Investments, as well as individual performance.
7Mr. Herrmann had ABP allocations based 50% on overall Company results 45% on business unit results (US Markets) and 5% Cyber Mindset results for US Markets, as well as individual performance. Mr. Herrmann's 2023 ABP result was adjusted upward at the discretion of the Committee, based on the recommendation of the CEO, to account for the assumption of additional responsibilities during 2023.

Compensation Element #3 - Performance Contingent Awards

Our Performance Contingent Awards are part of a performance-driven incentive program under our Amended & Restated Flexible Stock Plan ("Flexible Stock Plan"). The Flexible Stock Plan provides for the grant of performance contingent shares ("PCS"), stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs") and other stock-based awards, as well as cash awards, to our employees. Executives in leadership or senior management roles, or who are considered top subject matter experts within our Company, participate in this program.

Our PCS program represents a significant portion of target compensation for our named executive officers and for other senior executives. The PCS grants are designed to allow us to reward the achievement of specific corporate financial performance goals with equity that is earned on the basis of Company performance.

We implemented our performance contingent award program because we believe it is consistent with our pay-for-performance compensation philosophy and achieving the financial performance necessary to increase shareholder value. We believe that the PCS grants require management to focus on growth and return on equity, while the SARs and RSUs are designed to focus attention on accomplishment of longer-term goals and the creation of long-term shareholder value.

The Committee annually evaluates the appropriate mix of pay elements in comparison to the market to remain competitive in our compensation practices and to best support our strategy. We also annually review the performance metrics to ensure they accurately align compensation with our intermediate-term goals and make changes or adjustments to such metrics when appropriate.

The Committee sets award levels with a minimum level of Company performance that must be met before any payment to the individual can be made, as well as a target and a maximum. We use linear interpolation to determine the percentage of the target when performance falls between the minimum, target or maximum performance levels. If we do not meet minimum performance goals, payouts under the awards will not be made. If we exceed those performance goals, payouts under the award can be as much as 200% of the targeted award opportunity. As the Committee considers the financial objectives for a particular performance period, targets are set at amounts or ranges that are generally consistent with our publicly disclosed growth rate goals. The Committee believes that achievement of the targets will require a high level of financial and operating performance and the goals and ranges established for all PCS grants are challenging but achievable.

PCS grants are not treated as outstanding shares until the performance results over the three-year performance period are calculated and payouts under the awards are made as determined and approved by the Committee. Payouts are made in common stock. Payment is also contingent upon the participant's employment status with the Company at the end of the three-year performance period.

As discussed below under "Executive Compensation Process - Competitive Marketplace Assessment," the Committee determines a target total compensation package for our named executive officers based on an analysis of competitive market conditions and overall Company performance. All participants are required to maintain an acceptable level of performance to be eligible to receive equity incentive awards.

2021-2023 PCS Awards

For the 2021-2023 PCS program, the Committee established specific financial performance metrics for each of 2021 and 2022, with 2023 serving as an additional time vesting period. PCS grants prior to 2021 measured financial performance over a three-year period, but due to the COVID-19 pandemic, uncertain business environment and the inability at the time to reasonably determine metrics for a three-year plan given the pending implementation of LDTI in 2023, the Committee altered the measurement period for the 2021 grants only.

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

ComponentWeightDefinition
Adjusted Operating Return on Equity133.5%This metric is is calculated as adjusted operating income for the applicable year divided by average adjusted stockholders' equity. Adjusted stockholders' equity represents total stockholders' equity excluding accumulated other comprehensive income. The average of adjusted stockholders' equity will use monthly data points during the one-year evaluation period.
Adjusted Operating Income133.5%This metric is calculated for the applicable year as net income excluding substantially all of the after-tax effect of net investment related gains and losses, changes in the fair value of certain embedded derivatives and related deferred acquisition costs, any net gain or loss from discontinued operations, the cumulative effect of any accounting changes occurring after the targets have been established, and other items that management and the Committee believes are not indicative of the Company's ongoing operations.
Book Value per Share, Excluding AOCI133.0%This metric is defined as adjusted stockholders' equity for the applicable year divided by the end of period outstanding shares of the Company's common stock. Adjusted stockholders' equity represents total stockholders' equity excluding accumulated other comprehensive income ("AOCI"). Book value per share and adjusted stockholders' equity excluding AOCI are non-GAAP financial measures.
1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

In February 2023, the Committee reviewed the results for the 2021 and 2022 performance periods and determined: (i) for 2021, Adjusted Operating Return on Equity and Adjusted Operating Income did not meet minimum threshold levels and Book Value per Share, Excluding AOCI exceeded target; and (ii) for 2022, Adjusted Operating Return on Equity, Adjusted Operating Income and Book Value per Share, Excluding AOCI exceeded their respective targets. The following table describes the goals established in March 2021 and actual results:

2021-2023 Performance Contingent Share Metrics
2021 Performance MeasureWeightThresholdTargetMaximumActualPayout Percent
Adjusted Operating Return on Equity133.5%2.7%5.7%7.2%0.08%0%
Adjusted Operating Income1 ($M)33.5%$258.2$516.3$645.4($80.5)0%
Book Value Per Share, Excluding AOCI133.0%$122.18$135.75$142.54$139.5351.4%
2021 Total Result51.4%
2022 Performance MeasureWeightThresholdTargetMaximumActualPayout Percent
Adjusted Operating Return on Equity133.5%7.9%9.4%10.9%10.3%55.1%
Adjusted Operating Income1 ($M)33.5%$675.0$900.0$1,125.0$986.146.3%
Book Value Per Share, Excluding AOCI133.0%$129.93$144.37$151.59$146.2241.4%
2022 Total Result142.9%
1See "Use of Non-GAAP Financial Measures" (pre-LDTI adoption) on page 91 for reconciliations from GAAP figures to adjusted operating figures.

The total performance factor for the 2021-2023 PCS performance metric was 97.2% which represents the average of the 2021 and 2022 results. The third year of these grants represents time vesting only and payouts were made in the first quarter of 2024.

2022-2024 PCS Awards

In March 2022, the Committee eliminated the Adjusted Operating Income metric from PCS grants to remove overlap with the same metric in the Annual Bonus Plan. The Company uses two remaining metrics to measure PCS performance — three-year book value per share, excluding AOCI, growth (50%) and average operating return on equity (50%). Additionally, the Committee added a Relative Total Shareholder Return modifier to PCS awards, recognizing both the prevalence of relative total shareholder return metrics among the Company's peers and the importance of measuring the

Company's performance against its peers. The Committee believes the addition of this modifier better aligns the Company's long-term incentive compensation program with market practices and reflects broader competition for investor capital. As such the metrics for PCS grants for the 2022-2024 performance period are:

2022-2024 PCS Performance Metrics

ComponentWeightDefinition
Book Value per Share, excluding AOCI, Growth ("BVPS Growth")150.0%BVPS Growth for each Performance Cycle is defined as the average of the annual growth rates in book value per share, excluding AOCI, for each year in the performance cycle.
Average Operating Return on Equity ("Average ROE")150.0%Average ROE for each Performance Cycle is defined as the average "Adjusted operating return, excluding standard adjustments, on equity (ex AOCI) - trailing 12 months" for each of the three years of the Performance Cycle. Standard adjustments identified are actuarial assumption reviews (e.g., mortality, morbidity, and lapse assumption changes and their impact on reserves and the carrying value of deferred acquisition costs), variable investment income outside of a range of -50% to +50% of income on these investments included in the three-year plan, and integration costs or other adjustments related to merger and acquisition activity. Standard adjustments represent a positive or negative impact to adjusted operating income.
1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

The Company's Relative Total Shareholder Return ranked against an established group of companies modifies the results of the above metrics up or down by a maximum of 10%. The established group of companies is different from the Company's general compensation peer group and includes life and health insurance peers that respond similarly to the macroeconomic environment. Companies in this group are: Aflac Incorporated, American Equity Investment Life Holding Company, Brighthouse Financial, Inc., CNO Financial Group, Inc., Globe Life Inc., iA Financial Corporation Inc., Lincoln National Corporation, Manulife Financial Corporation, MetLife Inc., Primerica, Inc., Principal Financial Group, Inc., Prudential Financial, Inc., Sun Life Financial Inc., and Unum Group.

The Committee may remove a company from the established group due to events that have a substantial impact on its business, including bankruptcy, insolvency, merger or similar events that significantly change the operational scope of the company.

The target grants reflected significant uncertainty regarding future development of the COVID-19 pandemic, the response thereto and related impacts on expected Company performance. At the time of these grants, the COVID-19 Omicron variant was in its emergent phase and longer-term population or industry projections were not generally available. The Company modeled a range of potential population impacts for 2022, 2023 and 2024 with assumptions about infection rates, lethality and vaccination protection. Population impacts were translated based upon the Company's exposures and the material prior period claims impacts to the Company's operations. The Company estimated that it incurred approximately $1.4 billion and $310 million of COVID-19 related impacts for the year ended December 31, 2021 and the first quarter ended March 31, 2022, respectively.

Additionally, pursuant to the terms of these grant agreements the Committee was required to adjust the target metrics for impacts of the implementation of LDTI under new GAAP accounting rules effective January 1, 2023. The following table describes the goals established in March 2022, as adjusted for impacts of LDTI:

2022-2024 Performance Contingent Share Metrics
Performance MeasureWeightMinimumTargetMaximum
Book Value per Share, excluding AOCI, Growth ("BVPS Growth")150.0%2.4%4.7%5.9%
Average Operating Return on Equity ("Average ROE")150.0%6.2%8.8%10.1%
1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.

2023-2025 PCS Awards

In March 2023, the Committee established the targets and ranges for the following PCS performance measures: (i) three-year adjusted operating return on equity and (ii) three-year book value per share, excluding AOCI, growth. These results may be modified up or down by a maximum of 10% based on three-year relative total shareholder return. These measures were set for the period beginning in 2023 at levels that are consistent with our intermediate term-goals for each measure. The performance period for the 2023 PCS grant began on January 1, 2023, and will end on December 31, 2025.

2023-2025 Performance Contingent Share Metrics
Performance MeasureWeightMinimumTargetMaximum
Book Value per Share, excluding AOCI, Growth ("BVPS Growth")150.0%5.0%7.0%9.0%
Average Operating Return on Equity ("Average ROE")150.0%9.5%11.0%12.5%
1See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.
2023 PCS Awards
NameNumber of PCS Granted
Anna Manning153,130
Todd C. Larson8,804
Tony Cheng11,182
Leslie Barbi5,421
Ronald Herrmann4,229
1Ms. Manning's 2023 long-term incentive compensation was weighted 100% to PCS.

Compensation Element #4 - Stock Based Awards

Stock Appreciation Rights

Stock Appreciation Rights ("SARs") are granted annually under our Flexible Stock Plan to executives in leadership or senior management roles, or to employees considered top subject matter experts within the Company. The number of SARs granted annually is based on the grant recipient's position and level of responsibility within the Company. The Committee considers compensation data of our peer companies and published surveys in determining the total target compensation, inclusive of SARs granted to our named executive officers and other participants. We believe this program focuses participants on our strategic and financial goals while aligning our executives' interests with those of our shareholders and promoting retention. For more information on our peer companies, see "Executive Compensation Process - Competitive Marketplace Assessment."

The vesting schedule for SARs grants is four years, 25% of which vests on December 31 of each of the four years. The grant value of a SAR is equal to the NYSE closing price of the Company's common stock on the grant date of the award (i.e., the date of the March Committee meeting at which the Committee approves the grants), multiplied by a Black-Scholes Model factor (which calculates the current economic value of a SAR using assumptions that include exercise price, the term of the award, a risk-free rate of interest, dividend yield and observed market volatility). Upon vesting, the SARs become exercisable by recipients and upon exercise are settled in unrestricted shares of common stock. The SARs expire 10 years after the grant date.

In March 2023, the Committee approved the 2023 annual Stock Appreciation Rights ("SARs") awards for our named executive officers and other company executives. The vesting schedule for the annual SARs grant is four years (vesting 25% at the end of each year). We made these grants because we believe that SARs are an appropriate vehicle for providing long-term value to participants because of the alignment to long-term shareholder value. The SARs granted on March 9, 2023 have a strike price of $138.34, which was the closing price of our stock on the date the grants were approved. See "Compensation Tables - Executive Compensation Tables -Grants of Plan-Based Awards in 2023" for a description of the 2023 annual SARs grants.

The following table describes the 2023 annual SARs awards for the named executive officers, granted on March 9, 2023:

2023 SAR Grants

NameNumber of SARs Granted
Anna Manning1—
Todd C. Larson8,602
Tony Cheng10,924
Leslie Barbi5,297
Ronald Herrmann4,131
1Ms. Manning's 2023 long-term Incentive compensation was weighted 100% to PCS, and thus she did not receive any SARs for 2023.

Restricted Stock Units

The Company grants restricted stock units ("RSUs") to executives in leadership or senior management roles, or to employees considered top subject matter experts within our Company under our Flexible Stock Plan. The number of RSUs granted annually is based on the grant recipient's position and level of responsibility within the Company. The Committee considers compensation data of our peer companies and published surveys in determining the total target compensation, inclusive of RSUs, granted to our named executive officers and other participants. We believe this program aligns our executives' interests with those of our shareholders and promotes retention. RSUs vest on December 31st of the third year from grant. Upon vesting, the RSUs are settled in unrestricted shares of common stock.

In March 2023, the Committee approved the 2023 annual Restricted Share Unit ("RSU") awards for our named executive officer and other company executives. The cliff-vesting schedule for the annual RSU grant is three years from January 1, 2023. The RSU awards will fully vest for individuals employed with the Company on December 31, 2025 and pay out in shares of the Company's common stock.

The following table describes the 2023 annual RSU awards for the named executive officers, granted on March 9, 2023:

2023 RSU Grants

NameNumber of RSUs Granted
Anna Manning1—
Todd C. Larson2,935
Tony Cheng2—
Leslie Barbi1,807
Ronald Herrmann1,410
1Ms. Manning's 2023 Long-Term Incentive compensation was weighted 100% to PCS, and thus she did not receive any RSUs for 2023.
2Mr. Cheng's 2023 Long-Term Incentive compensation was weighted 75% to PCS and 25% to SARs, and thus he did not receive any RSUs for 2023.

Compensation Element #5 - Retirement and Pension Benefits

We recognize the importance of providing comprehensive and cost-effective employee benefits to attract, retain and motivate employees. We offer our executives market competitive retirement programs as described below, including defined contribution savings plans, traditional defined benefit and hybrid defined benefit pension plans and an executive deferred savings plan. Because our named executive officers are residents of or previously accrued benefits in the United States, Canada and Hong Kong, we have described the benefits in those jurisdictions below.

Qualified and Registered Plans - U.S.

Savings Plan. U.S.-based employees of the Company may participate in a qualified 401(k) plan and make pre-tax, Roth and after-tax elective deferrals to the plan ("Savings Plan"). Employees may contribute up to the maximum allowed by the U.S. Internal Revenue Code. In compliance with the U.S. Internal Revenue Code for 2023, contributions to the Savings Plan cannot be made on cash compensation in excess of $330,000 and employee contributions were limited to a maximum of $40,500 ($22,500 plus an additional $7,500 for those 50 years of age and older, plus $10,500 in after-tax contributions). The Company provides matching contributions on elective deferrals up to 5% annually, as well as a 5% fixed employer contribution for employees hired in 2020 or later. Employees hired before 2020 receive a 2% fixed employer contribution at year end in addition to the 5% match.

Pension Plan. U.S. based employees, including certain named executive officers, participate in the RGA Performance Pension Plan ("Pension Plan"), a qualified defined benefit plan. The Pension Plan is a widely available retirement plan for all full-time employees hired before January 1, 2020, and is intended to provide a source of income for employees during retirement. The Pension Plan provides a "Performance Pension Account Benefit," that is generally defined as a lump sum account balance payable on or after termination of employment. The account balance may be converted to an actuarial equivalent annuity benefit. Employees hired before January 1, 2020 are eligible to participate in the pension plan and accrue benefits under the Performance Pension Account Benefit (subject to the age and service requirements required by the plan to begin participation). Employees hired on or after January 1, 2020 are not eligible to participate in the Pension Plan.

Non-qualified and Supplemental Plans - U.S.

Non-qualified Augmented Plan. The Company's Augmented Benefit Plan ("Augmented Plan") is designed to restore benefits unavailable in the qualified Savings Plan and Pension Plan due to IRS compensation limitations for qualified plans, which was $330,000 for 2023. The Augmented Plan provides U.S. based executives at the vice president level and above benefits based on an employee's annual cash compensation, in accordance with the Internal Revenue Code. The Augmented Plan provides executives the opportunity to receive employer matching, employer non-elective contribution credits, and additional pension plan credits without regard to qualified plan limitations imposed by the IRS.

The Augmented Plan has two components: a 401(k) Savings component and a Pension component. All contributions to the Augmented Plan are made by the Company. The matching contribution credits in the 401(k) Savings component of the Augmented Plan are only made if an employee's compensation for the year has not otherwise been matched with a credit in the Executive Deferred Savings Plan. The investment fund alternatives in the savings portion of the Augmented Plan are identical to the options in the qualified Savings Plan, except the Augmented Plan includes a fixed rate option, which offers a fixed interest rate set at the beginning of the plan year. The Company does not pay above-market or preferential earnings, compensation or returns under the Augmented Plan or any other plan. Distributions from the Augmented Plan cannot be made until the participant is no longer employed by the Company.

Non-qualified Executive Deferred Savings Plan. U.S. employees at the vice president level and above are eligible to participate in our Executive Deferred Savings Plan ("EDSP"), a non-qualified savings plan which allows employees to defer income, including ABP payments, without regard to qualified plan limitations. For the 2023 plan year, eligible employees are able to defer up to 50% of their base salary and up to 75% of their ABP payments.

The Company credits EDSP accounts with matching contributions equal to the matching contributions unavailable to the employee under the Savings Plan (100% of total deferrals up to 5% of compensation in 2023) due to IRS compensation limits. Employees cannot withdraw any amounts from EDSP balances until they are no longer employed by the Company or until they reach the designated distribution date selected by the employee at the time of their deferral election. With respect to these distributions, participants may elect to receive either a lump-sum payment or annual installments paid out over a period lasting between 2 and 15 years. The investment fund alternatives under the EDSP are identical to those in the Savings Plan, except the EDSP includes a fixed rate option, which offers a fixed interest rate set at the beginning of the plan year. The Company does not pay above-market or preferential earnings, compensation or returns under EDSP or any other plan.

Named Executive Officer Status. As of the completion of 2023:

Ms. Manning met the vesting requirements of the pension plans and was therefore eligible to receive her Performance Pension Account benefits in both the U.S. Pension Plan and the Augmented Benefit Plan upon the termination of her employment with the Company. Ms. Manning met the vesting requirements of the savings plans and was therefore eligible to receive the savings account benefits from the U.S. Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of her employment with the Company. Ms. Manning also met the vesting requirements of the Supplemental Payment (described below) upon the termination of her employment with the Company.

Mr. Larson and Mr. Cheng met the vesting requirements of the pension plans and are therefore eligible to receive their Performance Pension Account benefits in both the U.S. Pension Plan and the Augmented Benefit Plan upon their termination of employment with the Company. Mr. Larson and Mr. Cheng also met the vesting requirements of the savings plans and are therefore eligible to receive the savings account benefits from the U.S. Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of their employment with the Company.

Ms. Barbi and Mr. Herrmann met the vesting requirements of the savings plans and are therefore eligible to receive the benefits from the U.S. Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of their employment with the Company.

Manning Supplemental Payment Agreement. As previously disclosed, the Company agreed to provide a supplemental payment (the "Supplemental Payment") to Ms. Manning upon her retirement from the Company, as an acknowledgment of the financial implications on her retirement benefits with respect to her relocation to the U.S. from Canada in 2016. The Supplemental Payment is designed to supplement the post-retirement benefits she will receive under the Company's U.S. and Canadian retirement and savings plans to provide her with an aggregate financial value comparable to that which she would have received under the Company's U.S. retirement and savings plans had she worked in the U.S. for her entire career.

The Supplemental Payment will represent the difference between (i) the value of the Company-provided benefits that she would have received upon her retirement had she worked her entire career (starting upon her hire date in 2007 through retirement) in the U.S., and (ii) the value of Company-provided benefits that she will actually receive upon retirement from the Company. For this purpose, Company-provided benefits include any savings, pension or deferred compensation benefits funded by the Company based on her deferrals of pay, additional non-elective contributions to company retirement accounts and any subsequent investment returns credited to those deferred compensation accounts based on contributions from the Company. The value of any salary deferrals by Ms. Manning, including any subsequent investment return credited to those retirement accounts for those salary deferrals, is not included in the calculation of the Supplemental Payment. The Supplemental Payment will be payable in July 2024 as a single lump sum in the amount of $1,778,646.

Canadian Plans

Registered Pension Plan. All permanent Canadian employees are required to join the defined contribution plan on their date of hire. Each employee is required to contribute, by payroll deduction, an amount equal to 6% of their annual earnings (base salary and ABP payments), up to 50% of the maximum allowable limit per calendar year as set under the Canadian Income Tax Act. The Company contributes, on behalf of each employee, an amount equal to the required contribution of the employee, up to 50% of the maximum allowable limit per calendar year as set under the Canadian Income Tax Act. Employer contributions are immediately vested. Ms. Manning previously participated in the Registered Pension Plan before her relocation to the U.S., and she continued to maintain an accumulated balance of past employee and employer contributions.

Defined Benefit Supplemental Executive Retirement Plan. The Company offered a defined benefit Supplemental Executive Retirement Plan ("DB SERP") in Canada to employees at the vice president level and above who are approved by senior management. This plan is closed to new participants. An employee must also participate in the Registered Pension Plan to participate in the DB SERP. The DB SERP offers a traditional defined benefit annuity to participants based on the average of their highest five consecutive years of compensation that is above certain compensation thresholds set out in the plan. The DB SERP benefit is calculated using a number of factors including the employee's years of credited service and average pensionable earnings, each determined on the date the employee ceases to be an executive in Canada or leaves the Company. Benefits are payable at the time an employee leaves the Company. Ms. Manning participated in the DB SERP until her relocation to the U.S. in April 2016. Ms. Manning's accrued benefit in the DB SERP was deferred until her retirement.

Named Executive Officer Status. As of the completion of 2023, Ms. Manning met the vesting and early retirement eligibility requirements under the Registered Pension Plan and the DB SERP.

Supplemental Retirement Plan - Hong Kong

The Company offers a supplemental retirement plan to all full-time regular employees in Hong Kong. The plan includes both a mandatory contribution component under the Hong Kong Mandatory Provident Fund ("MPF") system and a voluntary contribution as a supplementary retirement benefit provided by the Company. Under the plan, both the Company and Hong Kong employees are each required to make regular mandatory contributions calculated at 5% of the employee's relevant income to an MPF plan, subject to the minimum and maximum relevant income levels. The maximum relevant income level is capped at HKD 30,000 per month in 2023. In addition to the mandatory portion, the Company makes contributions at a total of 10.8% of the base remuneration, up to a maximum amount, less any mandatory employer contributions. The maximum amount for calculating the contributions is set at HKD 2.5 million per annum. The benefit is subject to a vesting schedule associated with years of continuous service with the Company. The Hong Kong supplementary retirement plan has a 10-year graded vesting period. Contributions to the MPF plan are not be available to employees until they reach age 65 or until they depart Hong Kong. Contributions to the supplementary retirement fund are subject to the vesting period and can be withdrawn upon termination of employment.

Named Executive Officer Status. Mr. Cheng participated in the Hong Kong supplementary retirement benefit during 2023 and received contributions under the plan up until his transfer to the U.S. As of the completion of 2023 Mr. Cheng no longer is an active participant or account holder in the Supplemental Retirement Plan.

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