REINSURANCE GROUP OF AMERICA INC
For the period ended May 21, 2025. Filed Apr 10, 2025.
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May 21, 2025 · Filed Apr 10, 2025
Contents
Five Elements of Compensation
| Five Elements of Compensation and 2024 Actions | ||||
|---|---|---|---|---|
| Compensation Elements | ||||
| Our compensation program consists of the following five elements: | ||||
| Element | Form | Key Features | ||
| 1. | Base Salary | Cash | ● | The only fixed compensation element, intended to attract and retain top talent. |
| ● | Generally, we target base salary around the median of our peer companies, but this varies with individual skills, experience, responsibilities, performance and location. | |||
| ● | Represents 19.0%* of the average named executive officer target total compensation for 2024. | |||
| 2. | Annual BonusPlan | 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; (ii) new business embedded value and (iii) annual adjusted consolidated revenue; non-financial objectives were measured via an assessment of a strategic scorecard of performance in five focus areas for 2024: Elevate Creation Re; Unlock Enterprise Value; Technology; Talent, Culture, & Sustainability and Investor Value & Story. See page 53 for a description of those components. Performance goals are established in the first quarter of each year. | |||
| ● | Represents 26.8%* of the average named executive officer target total compensation for 2024. | |||
| 3. | PerformanceContingentShare 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 fully vest after three years. | |||
| ● | Payouts range from 0% of target payout to 200% of target payout, depending on Company performance. | |||
| ● | For 2024 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 cumulative change in fair value of funds withheld embedded derivatives and (ii) three-year book value per share, excluding accumulated other comprehensive income and cumulative change in fair value of funds withheld embedded derivatives, growth rate. These results may be modified up or down by a maximum of 20% based on peer company relative total shareholder return. | |||
| ● | Performance contingent share awards represent 75% of the long-term incentive compensation grant for the President and CEO, and 60% for other named executive officers receiving annual grants for 2024 awards. | |||
| ● | Performance contingent share awards represented 28.1%* of the average named executive officer target total compensation for 2024. | |||
| 4. | Stock BasedAwards | 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 awarded in 2024 and after vest ratably over a three-year period. | |||
| ● | Stock appreciation rights represented 14.5%* of the average named executive officer target total compensation for 2024. | |||
| ● | Restricted share units awarded in 2024 and later vest ratably over a three-year period. | |||
| ● | Restricted share units represented 11.6%* of the average named executive officer target total compensation for 2024. | |||
| 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. | ||||
The performance contingent share awards and the stock based awards described above collectively form the Company's long-term incentive ("LTI") plan. For 2024, the LTI was allocated as follows:
75% PCS and 25% SARs for Mr. Cheng; and
50% RSUs and 50% SARs for Mr. André; and
60% PCS, 20% RSUs and 20% SARs for all other named executive officers.
Mr. André began his employment with RGA in June 2024 after the 2024 performance period had started, and so did not receive an allocation of PCS as part of his 2024 LTI grant. His 2024 LTI grant was allocated 50% to RSUs and 50% to SARs, prorated based on his time of service in 2024. He also received a sign-on RSU grant that cliff-vests after three years.
2024 Compensation Program Changes. In March 2024, the Committee approved the following changes to the Company's compensation program:
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 maximum modifier for determining payouts for performance contingent share 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 vest ratably over a three-year period. Previously, stock appreciation rights vested ratably over four years and restricted stock units cliff-vested after three years.
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 Chief Executive Officer for the other named executive officers.
The Committee reviewed and approved the below base salaries for 2024, as follows:
| 2024 Named Executive Officer Base Salaries | ||
|---|---|---|
| Name | Base Salary | Percentage Increase |
| Tony Cheng1 | $950,000 | 26.7% |
| Axel André2 | $750,000 | 0.0% |
| Todd C. Larson | $725,000 | 3.6% |
| Leslie Barbi | $650,000 | 4.0% |
| Ronald Herrmann | $675,000 | 3.8% |
| Mark Brooks2 | $572,000 | 0.0% |
| 1Increase reflects Mr. Cheng's promotion to Chief Executive Officer. | ||
| 2Mr. André joined the Company in June 2024. Mr. Brooks joined the Company in September 2023, and did not receive an increase on base salary for 2024. | ||
Compensation Element #2 - Annual Bonus Plan
All full time and part time employees were eligible to participate in our 2024 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 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, 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 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 minimum 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.
Prior to 2024, the Company included a 25% weight allocation to the enterprise strategic scorecard metric, and 75% weight allocation to key financial metrics. Beginning in 2024, the strategic scorecard, along with an assessment of significant headwinds and tailwinds, shifted to become a modifier of the initial financial performance payout calculation. This change results in the ABP payout being more explicitly linked to key financial performance during a given year and maintains consideration of key non-financial and other relevant factors in the final assessment of performance.
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 March following each year. Actual bonus payouts are capped at 200% of target.
In March 2024, the Committee approved the financial performance goals and non-financial strategic scorecard objectives for the named executive officers under the ABP for 2024, including the minimum, 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 2024 overall performance in the Annual Bonus Plan:
| Annual Bonus Plan Metrics | ||
|---|---|---|
| Performance Measures and Goals | Weight | Description |
| Adjusted Operating Income Per Share, excluding notable items1 | 60% | Adjusted operating income per share excluding notable items is our net income per share from continuing operations less realized capital gains and losses and certain other non-operating items. Notable items 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 2024 notable items include the financial impact of the Company's review of the actuarial assumptions used in the valuation of the Company's liabilities.In general, notable items 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. In 2024 the Committee approved a specific adjustment regarding variable investment income ("VII") outside a range of -50% to +50% of VII expected in our 2024 financial plan. However, because 2024 VII results were within this range, no adjustment for VII was made. |
| New Business Embedded Value | 30% | 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. |
| Adjusted Consolidated Revenue | 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. |
| 1See "Use of Non-GAAP Financial Measures" on page 94 for reconciliations from GAAP figures to adjusted operating figures. | ||
The following table describes the objectives comprising the Company's 2024 Strategic Scorecard. Each objective has a number of sub-components which are measurable and assessed against a defined level of performance.
| 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 2024 from this type of new business. |
| Unlock Enterprise Value | Unlock additional value through optimization of the balance sheet and other economic / financial levers to ensure that RGA prioritizes opportunities with greatest potential for profitability and growth. |
| Technology | Protect and strengthen RGA's long term financial interest, brands, and stakeholder relationships by adopting a Global Technology Operating Model focused on establishing fundamental and consistent processes and capabilities to scale future organizational growth most effectively. Unite across business and technology to achieve strategic alignment, more consistent engagement, and broader technical depth. |
| 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. |
| Investor Value & Story | Enhance RGA brand and investor value proposition by providing more transparency and strengthening our storytelling to gain full credit for our capabilities, technical expertise, and innovative solutions we deliver to make financial protection accessible to all. |
Following the end of the year, RGA's leadership team conducted an assessment of Company performance, incorporating the below financial performance measure goal results, consideration of material headwinds and tailwinds to those results, and a qualitative and quantitative assessment of execution and performance against the Enterprise Strategic Scorecard. That assessment, including a finding that the Company had met all and exceeded on a majority of the scorecard objectives, led to a recommendation by RGA's leadership to add an additional 6.4% to the Enterprise Funding Factor in addition to the calculated Financial Metric payout, resulting in an overall Enterprise Funding Factor of
175% for 2024. The Committee reviewed and approved the recommended Enterprise Funding Factor in January 2025.
The following table describes 2024 ABP performance measures and results:
| 2024 Annual Bonus Plan | ||||||
|---|---|---|---|---|---|---|
| Performance Measures and Goals | Weight | Minimum | Target | Maximum | Numerical Results | Payout Percent |
| Adjusted Operating Income Per Share, excluding notable items1 | 60.0% | $15.98 | $19.98 | $23.98 | $22.57 | 98.9% |
| 80.0% | 120.0% | |||||
| New Business Embedded Value | 30.0% | $531.00 | $950.00 | $1,370.00 | $1,730.00 | 60.0% |
| 55.9% | 144.2% | |||||
| Adjusted Consolidated Revenue | 10.0% | $17,839.00 | $22,298.00 | $26,758.00 | $22,107.00 | 9.8% |
| 80.0% | 120.0% | |||||
| Financial Metric Payout | 168.6%2 | |||||
| Adjustment Factor for Strategic Scorecard and Other Financial and Non-financial Performance | 6.4% | |||||
| Enterprise Funding Factor | 175.0% | |||||
| 1See "Use of Non-GAAP Financial Measures" on page 94 for reconciliations from GAAP figures to adjusted operating figures. | ||||||
| 2Financial Metric Payout result not additive due to rounding. | ||||||
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 October 2023, and the actual ABP payments for 2024 performance as approved by the Committee in March 2025:
| 2024 Individual Annual Bonus Plan Results | ||||||
|---|---|---|---|---|---|---|
| Name | ABP Minimum1 | ABP Target1 | ABP Maximum1 | Target ABP Award in Dollars | Actual ABP Percentage of Target | Actual ABP Payment |
| Tony Cheng | 87.5% | 175% | 350% | $1,662,500 | 190.0% | $3,158,750 |
| Axel André2 | 75% | 150% | 300% | $587,090 | 174.7% | $1,025,353 |
| Todd Larson | 65% | 130% | 260% | $942,500 | 174.7% | $1,646,076 |
| Leslie Barbi | 100% | 200% | 400% | $1,300,000 | 174.7% | $2,270,450 |
| Ronald Herrmann | 65% | 130% | 260% | $877,500 | 200.0% | $1,755,000 |
| Mark Brooks | 50% | 100% | 200% | $572,000 | 174.7% | $998,998 |
| 1Expressed as a percentage of base salary. | ||||||
| 2Mr. André 2024 ABP Target and Payout were prorated to reflect his hire date in June 2024. | ||||||
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 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 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 terminate 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.
2022-2024 PCS Awards
In March 2022, the Company granted PCS awards using two performance measures — 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 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
| Component | Weight | Definition |
|---|---|---|
| Book Value per Share, excluding AOCI, Growth1 | 50.0% | For each Performance Cycle, Book Value per Share, excluding AOCI, Growth 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 Equity1 | 50.0% | For each Performance Cycle, Average Operating Return on Equity is defined as the average "Adjusted operating return, excluding standard adjustments, on equity, excluding AOCI, 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. |
| 1See "Use of Non-GAAP Financial Measures" on page 94 for reconciliations from GAAP figures to adjusted operating figures. | ||
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.
At the time that the goals were established in March 2022, the Company faced significant uncertainty regarding future development of the COVID-19 pandemic, the response thereto and related impacts on expected Company performance. Against the backdrop of this uncertainty, the Committee focused on setting goals that were challenging but attainable given anticipating continuing impacts of the COVID-19 pandemic on Company performance. In addition, the goals were set ahead of the formal adoption of LDTI. Pursuant to the terms of the 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.
In February 2025, the Committee reviewed and approved the results for the 2022-2024 performance period and determined that the results for (i) Book Value per Share, Excluding AOCI and (ii) Average Operating Return on Equity exceeded their respective targets. In addition, the three-year relative total shareholder return performance as compared to the TSR peer group resulted in a positive 10% modifier to the financial metric performance factor.
The following table describes the goals established in March 2022 and actual results:
| 2022-2024 Performance Contingent Share Metrics | ||||||
|---|---|---|---|---|---|---|
| 2022 Performance Measure | Weight | Minimum | Target | Maximum | Actual | Payout Percent |
| Book Value per Share, excluding AOCI, Growth1 | 50.0% | 2.4% | 4.7% | 5.9% | 5.4% | 79.5% |
| Average Operating Return on Equity1 | 50.0% | 6.2% | 8.8% | 10.1% | 14.1% | 100.0% |
| Total Result before relative Total Shareholder Return Modifier | 179.5% | |||||
| Relative Total Shareholder Return Modifier | 110.0% | |||||
| Total Result | 197.4% | |||||
| 1See "Use of Non-GAAP Financial Measures" on page 94 for reconciliations from GAAP figures to adjusted operating figures. | ||||||
The total performance factor for the 2022-2024 performance metric was 197.4%.
2023-2025 PCS Awards
In March 2023, the Committee established the targets and ranges for the following performance measures: (i) three-year adjusted operating return on equity, excluding AOCI and cumulative change in fair value of funds withheld embedded derivatives, and (ii) three-year book value per share, excluding
AOCI and cumulative change in fair value of funds withheld embedded derivatives, growth. These results may be modified up or down by a maximum of 10% based on three-year relative total shareholder return using the same peer group as was established for the 2022-2024 PCS awards. 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 Measure | Weight | Minimum | Target | Maximum |
| Book Value per Share, excluding AOCI and cumulative change in fair value of funds withheld embedded derivatives, Growth1 | 50.0% | 5.0% | 7.0% | 9.0% |
| Average Operating Return on Equity, excluding AOCI and cumulative change in fair value of funds withheld embedded derivatives1 | 50.0% | 9.5% | 11.0% | 12.5% |
| 1See "Use of Non-GAAP Financial Measures" on page 94 for reconciliations from GAAP figures to adjusted operating figures. | ||||
2024-2026 PCS Awards
In March 2024, the Committee established the target and ranges for the following performance measures: (i) three-year adjusted operating return on equity, excluding AOCI and cumulative change in fair value of funds withheld embedded derivatives, and (ii) three-year book value per share, excluding AOCI and cumulative change in fair value of funds withheld embedded derivatives, growth. These results may be modified up or down by a maximum of 20% based on three-year relative total shareholder return using the same peer group as established for the 2022-2024 PCS awards. The total shareholder return maximum modifier was increased from 2023 in order to continue to strengthen alignment of long-term incentive compensation with the experience of our shareholders. These measures were set for the period beginning in 2024 at levels that are consistent with our intermediate term-goals for each measure. The performance period for the 2024 PCS grant began on January 1, 2024, and will end on December 31, 2026.
| 2024-2026 Performance Contingent Share Metrics | ||||
|---|---|---|---|---|
| Performance Measure | Weight | Minimum | Target | Maximum |
| Book Value per Share, excluding AOCI and cumulative change in fair value of funds withheld embedded derivatives, Growth1 | 50.0% | 7.1% | 9.5% | 11.9% |
| Average Operating Return on Equity, excluding AOCI and cumulative change in fair value of funds withheld embedded derivatives 1 | 50.0% | 12.0% | 13.5% | 15.0% |
| 1See "Use of Non-GAAP Financial Measures" on page 94 for reconciliations from GAAP figures to adjusted operating figures. | ||||
| 2024 PCS Awards | |
|---|---|
| Name | Number of PCS Granted |
| Tony Cheng | 24,996 |
| Axel André1 | — |
| Todd C. Larson | 6,809 |
| Leslie Barbi | 4,736 |
| Ronald Herrmann | 5,465 |
| Mark Brooks | 2,778 |
| 1Mr. André joined the Company in June of 2024 after the start of the 2024-2026 PCS cycle, and thus did not receive a PCS award. | |
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. 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 ratable over three years, with one-third vesting on December 31 of each of the three years. Prior to 2024, SARs grants vested ratably over four years, with 25% vesting 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 2024, the Committee approved the 2024 annual Stock Appreciation Rights ("SARs") awards for our named executive officers and other company executives. The SARs granted on March 15, 2024 have a strike price of $185.28, which was the closing price of our stock on the date the grants were approved. See "Compensation Tables -Grants of Plan-Based Awards in 2024" for a description of the 2024 annual SARs grants.
The following table describes the 2024 annual SARs awards for the named executive officers, granted on March 15, 2024:
2024 SAR Grants
| Name | Number of SARs Granted |
|---|---|
| Tony Cheng | 22,719 |
| Axel André1 | 9,161 |
| Todd C. Larson | 6,188 |
| Leslie Barbi | 4,305 |
| Ronald Herrmann | 4,967 |
| Mark Brooks | 2,525 |
| 1Due to the timing of Mr. André joining the Company in June 2024, he was awarded a one-time SAR award on July 24, 2024 with a strike price of $218.54, which was the closing price of our stock on the date of grant. The award will vest ratably until December 31, 2026, with 20% vesting on December 31, 2024, 40% vesting on December 31, 2025, and 40% vesting on December 31, 2026. | |
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. For grants prior to 2024, RSUs cliff-vested 100% after three years. Following each vesting date, the RSUs are settled in unrestricted shares of common stock.
In March 2024, the Committee approved the 2024 annual RSU awards for our named executive officer and other company executives.
The following table describes the 2024 annual RSU awards for the named executive officers, granted on March 15, 2024:
2024 RSU Grants
| Name | Number of RSUs Granted |
|---|---|
| Tony Cheng1 | — |
| Axel André2 | 8,008 |
| Todd C. Larson | 2,270 |
| Leslie Barbi | 1,579 |
| Ronald Herrmann | 1,822 |
| Mark Brooks | 926 |
| 1Mr. Cheng's 2024 Long-Term Incentive compensation was weighted 75% to PCS and 25% to SARs, and thus he did not receive any RSUs for 2024. | |
| 2Due to the timing of Mr. André joining the Company in June 2024, he was granted a one-time RSU award of 3,432 units for 2024. The award will vest ratably until December 31, 2026, with 20% vesting on December 31, 2024, 40% vesting on December 31, 2025, and 40% vesting on December 31, 2026. He was also granted an additional one-time RSU award of 4,576 units which will cliff-vest in full on July 24, 2027. | |
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.
Qualified Plans
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. 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," which participants may elect to receive on or after termination of employment in the form of a lump sum account balance or an actuarially-equivalent form of annuity. 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 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 2024 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 2024) 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 2024:
Mr. Cheng and Mr. Larson met the vesting requirements of the pension plans and are therefore eligible to receive their Performance Pension Account benefits in both the Pension Plan and the Augmented Benefit Plan upon their termination of employment with the Company. Mr. Cheng and Mr. Larson also met the vesting requirements of the savings plans and are therefore eligible to receive the savings account benefits from the Savings Plan, the Augmented Benefit Plan and the EDSP upon the termination of their employment with the Company.
Ms. Barbi, Mr. Herrmann and Mr. Brooks 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.
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