REINSURANCE GROUP OF AMERICA INC
For the period ended May 22, 2024. Filed Apr 11, 2024.
View on SEC.govAbout 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
Contents
Proxy Statement Summaryi
Proxy Statement Summary
These proxy materials are being provided to you because the Company's Board of Directors is soliciting your proxy to vote your shares at the Company's 2024 Annual Shareholders' Meeting. This summary highlights information contained elsewhere in this proxy statement ("Proxy Statement"). This summary does not contain all of the information that you should consider and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find additional information in this Proxy Statement. This Proxy Statement and the related proxy materials were first made available to shareholders and on the Internet on April 11, 2024.
Annual Shareholders' Meeting
Date & Time: May 22, 2024, 2:00 p.m., Central time
Place: 16600 Swingley Ridge Road, Chesterfield, Missouri 63017
Record Date: Close of business on March 28, 2024
Voting Matters and Board Recommendations
| Items of Business | Board Recommendation | More Information | |
| 1. | To elect all directors for a one-year term | FOR | page 1 |
| 2. | Say-on-pay: advisory vote on executive compensation | FOR | page 1 |
| 3. | To approve the adoption of an Employee Stock Purchase Plan | FOR | page 3 |
| 4. | To ratify the appointment of Deloitte & Touche as the Company's independent Auditor for 2024 | FOR | page 7 |
| 5. | To consider any other business that may properly come before the Annual Meeting or any adjournment or postponement | - | page 81 |
| See "Voting Matters - Vote Requirements" (page 9) for additional information. | |||
|---|---|---|---|
How to Cast Your Vote
Your vote is important. Please cast your vote and play a part in the future of the Company. Shareholders of record, who hold shares registered in their names with the Company's transfer agent, can vote by:
| Internet atwww.proxyvote.com | calling 1-800-690-6903toll-free from the U.S. or Canada | mailreturn the signed proxy card |
|---|
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Board Nominees (page 11)
| Name | Director Since | Independent | Election for Term Ending | Committee Memberships |
|---|---|---|---|---|
| Pina Albo | 2019 | Yes | 2025 | Human Capital and CompensationInvestmentNominating and Governance |
| Michele Bang | 2023 | Yes | 2025 | AuditCybersecurity and TechnologyRisk |
| Tony Cheng | 2023 | No | 2025 | None |
| John J. Gauthier | 2018 | Yes | 2025 | Human Capital and CompensationInvestment, ChairRisk |
| Patricia L. Guinn | 2016 | Yes | 2025 | Audit, ChairInvestmentNominating and Governance |
| Hazel M. McNeilage | 2018 | Yes | 2025 | Cybersecurity and TechnologyHuman Capital and Compensation, ChairRisk |
| George Nichols III | 2022 | Yes | 2025 | Cybersecurity and TechnologyHuman Capital and CompensationNominating and Governance |
| Stephen O'Hearn (Chair) | 2020 | Yes | 2025 | None |
| Alison Rand | 2024 | Yes | 2025 | None |
| Shundrawn Thomas | 2021 | Yes | 2025 | Human Capital and CompensationInvestmentNominating and Governance, Chair |
| Khanh T. Tran | 2022 | Yes | 2025 | AuditInvestmentRisk, Chair |
| Steven C. Van Wyk | 2019 | Yes | 2025 | AuditCybersecurity and Technology, Chair Risk |
Board and Committees (page 20)
| Number of Members | Percent Independent | Number of Meetings in 2023 | |
|---|---|---|---|
| Full Board | 12 | 92% | 18 |
| Audit | 4 | 100% | 12 |
| Cybersecurity and Technology | 4 | 100% | 6 |
| Human Capital and Compensation | 5 | 100% | 7 |
| Investment | 5 | 100% | 4 |
| Nominating and Governance | 4 | 100% | 4 |
| Risk | 5 | 100% | 4 |
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Board Diversity Snapshot
Governance Facts
| Board Composition and Structure: | |
|---|---|
| Size of Board | 12 |
| Number of Independent Directors | 11 |
| New Directors Appointed Since 2019 | 9 |
| Independent Chair | Yes |
| All Committees Comprised Entirely of Independent Directors | Yes |
| Regular Board and Committee Assessments | Yes |
| Accountability to Shareholders: | |
| Annual Director Elections | Yes |
| Majority Voting for Director Elections | Yes |
| Proxy Access | Yes |
| Supermajority Vote Provisions | No |
| Shareholder Rights Plan (Poison Pill) | No |
| Advisory Vote on Executive Compensation | Annual |
| Alignment of Interests with Shareholders: | |
| Robust Stock Ownership Guidelines for Directors and Executive Officers | Yes |
| Restrictions on Hedging and Pledging of Company Shares for Directors and Employees | Yes |
| Executive Incentive Recoupment (Clawback) Policies (mandatory NYSE policy and additional voluntarily adopted policy) | Yes |
Chief Executive Officer
On December 31, 2023, Anna Manning, our former Chief Executive Officer, retired. Tony Cheng, our President since January 2023, assumed the role of Chief Executive Officer on January 1, 2024.
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| Five Elements of Executive Compensation (page 40) | ||||
|---|---|---|---|---|
| Element | Form | Key Features | ||
| 1. | Base Salary | Cash | ● | The only fixed compensation element, intended to attract and retain top talent. |
| ● | Generally, we target base salary around the median of our peer companies, but this varies with individual skills, experience, responsibilities, performance and location. | |||
| ● | Represents 19.4%* of the average named executive officer target total compensation for 2023. | |||
| 2. | Annual BonusPlan | Cash | ● | Serves as an annual performance incentive to achieve established business goals. |
| ● | Tied to one or more of the following factors: overall Company performance, performance of the participant's division or business unit and individual performance. | |||
| ● | Performance goals established in the first quarter of each year with financial goals of each business unit aligning to corporate goals. | |||
| ● | Payouts range from 0% of target payout to 200% of target payout, depending on performance. | |||
| ● | The Annual Bonus Plan company-wide objectives were measured using the following components: (i) adjusted operating income per share; (ii) strategic scorecard; (iii) new business embedded value and (iv) annual adjusted consolidated revenue. The strategic scorecard is an assessment of performance in four focus areas for 2023: alternative capital; Creation Re; cybersecurity and data loss prevention; and DEI. See page 43 for a description of those components. | |||
| ● | Represents 28.5%* of the average named executive officer target total compensation for 2023. | |||
| 3. | PerformanceContingentAwards | Equity | ● | Serves as a performance incentive to achieve established intermediate-term financial measures and align our executives' interests with those of our shareholders. |
| ● | Performance goals established at the beginning of each three-year cycle and fully vest after three years. | |||
| ● | Payouts range from 0% of target payout to 200% of target payout, depending on Company performance. | |||
| ● | For 2022 and 2023 awards, the Company measured financial performance over a three-year period, consistent with historical practice. Performance is based on (i) three-year average adjusted return on equity and (ii) three-year book value per share, excluding accumulated other comprehensive income, growth rate. Results may be modified up or down by a maximum of 10% based on three-year relative total shareholder return. Targets established for the 2022 grant were adjusted for impacts of Long-Duration Targeted Improvements ("LDTI") under new GAAP accounting rules effective January 1, 2023. | |||
| ● | For the 2023 PCS grants, PCS represents 100% of the long-term compensation grant for the CEO, 75% for the President and 60% for all other named executive officers. | |||
| ● | Performance contingent awards represented 38.3%* of the average named executive officer target total compensation for 2023. | |||
| 4. | Stock BasedAwards | Equity | ● | Intended to motivate performance, promote appropriate risk-taking, align our named executive officers' long-term interests with shareholders' interests and promote retention. |
| ● | Stock appreciation rights vest 25% per year, on December 31 of each year. | |||
| ● | Restricted Share Units cliff-vest after a three year period. | |||
| ● | Restricted share units represented 5.6%* of the average named executive officer target total compensation for 2023. | |||
| ● | Stock appreciation rights represented 8.2%* of the average named executive officer target total compensation for 2023. | |||
| 5. | Retirement and Pension Benefits | Deferred Cash | ● | Intended to provide a competitive level of post-employment income as part of a total rewards package that supports our ability to attract and retain key members of our management. |
| ● | In the U.S. there are two types of plans: qualified plans and non-qualified plans. | |||
| ● | Qualified plans are provided to eligible employees up to specified maximum amounts as determined by federal tax authorities. | |||
| ● | Non-qualified plans are provided to eligible employees who earn compensation above the maximum amounts established by federal tax authorities. | |||
| ● | Hong Kong retirement and pension benefits are split between: (i) a mandatory provident fund where employees and employer contribute up to a maximum amount and (ii) a supplementary fund for compensation in excess of the maximum amount applicable to the mandatory provident fund benefit. | |||
| *Calculation excludes pension and retirement benefits. Average percentages are rounded. | ||||
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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 her last year as Chief Executive Officer.
2024 Compensation Changes (page 53)
In March 2024 the Human Capital and Compensation Committee approved the following changes to the Company's compensation programs:
The design of the Annual Bonus Plan was changed to utilize an enterprise pool plan design. The Company will use a top-down pool design, where funding is driven by performance against key financial and non-financial metrics at the Company level.
The total shareholder return modifier for determining payouts for performance contingent awards was increased from 10% to 20% to continue to strengthen alignment for long-term incentive compensation with the experience of our shareholders.
Stock appreciation rights and restricted stock unit grants will now vest ratably over a three-year term. Previously, stock appreciation rights vested ratably over four years and restricted stock units cliff-vested after three years.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.