REINSURANCE GROUP OF AMERICA INC
For the period ended May 22, 2024. Filed Apr 11, 2024.
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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
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K (the "pay versus performance rules"), we are providing information showing the relationship between executive compensation actually paid (as defined in the SEC rules) and the Company's financial performance. The Human Capital and Compensation Committee did not consider this disclosure when making compensation decisions. Further information about how we align executive compensation with Company performance can be found above under "Compensation Discussion and Analysis." For purposes of the disclosure below:
Ms. Manning, our former Chief Executive Officer, was the Company's principal executive officer during 2023 ("PEO");
"Compensation Actually Paid" ("CAP") adheres to the requirements set forth in Regulation S-K Item 402(v), which differs from the calculation methodology used to prepare the Summary Compensation Table and also do not reflect the actual amount of compensation earned by or paid to Ms. Manning or our other named executive officers during the applicable year;
"TSR" is total shareholder return;
The peer group used to calculate Peer Group TSR is the S&P Life & Health Insurance sub-index; and
Trailing 12-month adjusted operating return on equity is the Company-selected performance measure.
| Pay Versus Performance Table | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year · Summary Compensation Table Total for PEO1 · Compensation Actually Paid to PEO2,8 · Average Summary Compensation Table Total for Non-PEO Named Executive Officers3 · Average Compensation Actually Paid to Non-PEO Named Executive Officers4,8 · Value of initial fixed $100 investment based on: · Net Income7 (millions) · Company-Selected Performance Measure: Trailing 12 Month Adjusted Operating Return on Equity7 | ||||||||
| TSR5 · Peer Group TSR6 | ||||||||
| 2023 | $13,534,431 | $20,003,838 | $4,685,824 | $5,914,312 | $109.37 | $142.87 | $902 | 14.5% |
| 2022 | $11,354,662 | $19,808,104 | $3,114,364 | $4,238,584 | $93.97 | $136.53 | $623 | 10.3% |
| 2021 | $16,109,515 | $9,495,022 | $3,249,851 | $2,356,848 | $70.64 | $123.73 | $617 | 0.8% |
| 2020 | $9,044,233 | $(2,529,957) | $2,491,515 | $420,220 | $72.98 | $90.52 | $415 | 5.7% |
| 1The dollar amounts reported for Ms. Manning under "Summary Compensation Table Total" are the amounts of total compensation reported for Ms. Manning for each corresponding year in the "Total" column of the Summary Compensation Table as reflected on page 58. | ||||||||
| 2The dollar amounts reported for Ms. Manning under "Compensation Actually Paid" represent the amount of compensation actually paid to Ms. Manning as computed in accordance with Item 402(v) of Regular S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Manning during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to Ms. Manning's total compensation for each year to determine the compensation actually paid. See "Compensation Actually Paid to PEO" table below for additional information. | ||||||||
| 3The dollar amounts reported under "Average Summary Compensation Total" for non-PEO NEOs represent the average of the amounts reported for the Company's named executive officers ("NEOs") as a group (excluding any individual serving as our CEO for such year) in the "Total" column of the Summary Compensation Table in each applicable year. The names of the NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022 and 2023, Todd Larson, Tony Cheng, Leslie Barbi and Ronald Herrmann; (ii) for 2021, Todd Larson, Tony Cheng, Leslie Barbi, Ronald Herrmann and Alain Néemeh; and (iii) for 2020, Todd Larson, Tony Cheng, Leslie Barbi, Alain Néemeh and John Laughlin. | ||||||||
| 4The dollar amounts reported under "Average Compensation Actually Paid" for non-PEO NEOs represent the average amount of compensation actually paid to the NEOs as a group (excluding the CEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the NEOs' total compensation for each year to determine the compensation actually paid. See "Compensation Actually Paid to non-PEO NEOs" table below for additional information. | ||||||||
| 5Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement of dividends for the measurement period, assuming dividend reinvestment and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period. | ||||||||
| 6Represents the weighted peer group TSR, weighted according to the respective companies' stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the S&P Life & Health Insurance sub-index. | ||||||||
| 7See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures. | ||||||||
| 8The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between March 6, 2020 and March 9, 2023 used an estimated term between 2.3 years and 4.6 years in FY23, as compared to an estimated term of 6.25 years to 7.00 years used to calculate the grant date fair value of such awards, and (ii) the FY21-23 PSU assumed a payout below target, the FY22-24 PSU assumed a payout above target, and the FY23-25 PSU assumed a payout at target in FY23, in each case as compared to the grant date fair value calculations which assumed a payout at target. | ||||||||
| Compensation Actually Paid to PEO | |
|---|---|
| PEO | |
| 2023 | |
| Total Compensation as reported in Summary Compensation Table ("SCT") | $13,534,431 |
| Minus Pension values reported in SCT | 959,479 |
| Minus Fair value of equity awards granted during fiscal year | 7,350,004 |
| Plus Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | 936,937 |
| Plus Fair value of equity compensation granted in current year - value at end of year-end | 8,504,645 |
| Plus Fair value of equity compensation granted in current year - vesting date value | — |
| Plus Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 460,414 |
| Plus Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 4,876,894 |
| Plus Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — |
| Plus Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — |
| Compensation Actually Paid to PEO | $20,003,838 |
| Compensation Actually Paid to Non-PEO NEOs | |
| Non-PEO NEO Averages | |
| 2023 | |
| Total Compensation as reported in Summary Compensation Table ("SCT") | $4,685,824 |
| Minus Pension values reported in SCT | 121,970 |
| Minus Fair value of equity awards granted during fiscal year | 1,579,385 |
| Plus Pension value attributable to current year's service and any change in pension value attributable to plan amendments made in the current year | 121,970 |
| Plus Fair value of equity compensation granted in current year - value at end of year-end | 1,765,495 |
| Plus Fair value of equity compensation granted in current year - vesting date value | 113,615 |
| Plus Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year | 67,176 |
| Plus Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year | 861,587 |
| Plus Dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year | — |
| Plus Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year | — |
| Average Compensation Actually Paid to non-PEO NEOs | $5,914,312 |
Financial Performance Measures
As described above under "Compensation Discussion and Analysis," the philosophy and objectives of our executive compensation programs include creating incentives that will focus executives on, and reward for increasing long-term shareholder value and aligning the long-term financial interests of our executives with those of our shareholders. As explained in "Compensation Discussion and Analysis," the most important financial measures used by the Company to link compensation actually paid (as defined by SEC rules) to the Company's named executive officers for the most recently completed fiscal year to the Company's performance are:
Trailing 12 Month Adjusted Operating Return on Equity;
Revenue;
Adjusted Earnings per Share;
New Business Embedded Value; and
Book Value per Share, excluding AOCI
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.
*TSR figures represent cumulative amount of $100 invested in Company common stock on January 1, 2020.
†See "Use of Non-GAAP Financial Measures" on page 86 for reconciliations from GAAP figures to adjusted operating figures.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.