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REINSURANCE GROUP OF AMERICA INC

For the period ended May 21, 2025. Filed Apr 10, 2025.

View on SEC.gov

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 21, 2025 · Filed Apr 10, 2025

RGA$261.90-0.0%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Proxy Statement Summaryi

Proxy Statement Summary

These proxy materials are being provided to you because the Board is soliciting your proxy to vote your shares at the Company's 2025 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 10, 2025.

Annual Shareholders' Meeting

Date & Time: May 21, 2025, 2:00 p.m., Central time

Place: 16600 Swingley Ridge Road, Chesterfield, Missouri 63017

Record Date: Close of business on April 4, 2025

Voting Matters and Board Recommendations

Items of BusinessBoard RecommendationMore Information
1.To elect all directors for a one-year termFORpage 1
2.Say-on-pay: advisory vote on executive compensationFORpage 2
3.To approve an amended and restated Flexible Stock PlanFORpage 3
4.To approve an amended and restated Phantom Stock Plan for DirectorsFORpage 15
5To ratify the appointment of Deloitte & Touche as the Company's independent auditor for 2025FORpage 20
6.To consider any other business that may properly come before the Annual Meeting or any adjournment or postponement-page 89
See "Voting Matters - Vote Requirements" (page 21) 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.comcalling 1-800-690-6903toll-free from the U.S. or Canadamailreturn the signed proxy card

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Board Nominees (page 25)

NameDirector SinceIndependentElection for Term EndingCommittee Memberships
Pina Albo2019Yes2026Human Capital and CompensationInvestmentNominating and Governance
Michele Bang2023Yes2026AuditCybersecurity and TechnologyRisk
Tony Cheng2023No2026None
John J. Gauthier2018Yes2026Human Capital and CompensationInvestment, ChairRisk
Patricia L. Guinn2016Yes2026Audit, ChairInvestmentNominating and Governance
Hazel M. McNeilage2018Yes2026Cybersecurity and TechnologyHuman Capital and Compensation, ChairRisk
Stephen O'Hearn (Chair)2020Yes2026None
Alison Rand2024Yes2026Audit Cybersecurity and Technology Risk
Shundrawn Thomas2021Yes2026Human Capital and CompensationInvestmentNominating and Governance, Chair
Khanh T. Tran2022Yes2026AuditInvestmentRisk, Chair
Steven C. Van Wyk2019Yes2026AuditCybersecurity and Technology, Chair Risk

Board and Committees (page 30)

Number of Members*Percent IndependentNumber of Meetings in 2024
Full Board1292%8
Audit5100%10
Cybersecurity and Technology5100%4
Human Capital and Compensation5100%6
Investment5100%4
Nominating and Governance4100%5
Risk6100%4

*As of April 1, 2025. Mr. Nichols is included in these figures but is not standing for re-election at the Annual Meeting.

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Board Snapshot*

Governance Facts

Board Composition and Structure:
Size of Board12*
Number of Independent Directors11*
New Directors Appointed Since 20206
Independent ChairYes
All Committees Comprised Entirely of Independent DirectorsYes
Regular Board and Committee AssessmentsYes
Accountability to Shareholders:
Annual Director ElectionsYes
Majority Voting for Director ElectionsYes
Proxy AccessYes
Supermajority Vote ProvisionsNo
Shareholder Rights Plan (Poison Pill)No
Advisory Vote on Executive CompensationAnnual
Alignment of Interests with Shareholders:
Robust Stock Ownership Guidelines for Directors and Executive OfficersYes
Restrictions on Hedging and Pledging of Company Shares for Directors and EmployeesYes
Executive Incentive Recoupment (Clawback) Policies (mandatory NYSE policy and additional voluntarily adopted policy)Yes

*As of April 1, 2025. Mr. Nichols is included in these figures but is not standing for re-election at the Annual Meeting.

2024 Business Highlights

The Company delivered very strong operating results in 2024. Summarized below are highlights of our 2024 financial performance:

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Full-year adjusted operating income, excluding notable items* of $22.57 per share, a record result.

Adjusted operating return on equity, excluding notable items* of 15.4% for the trailing twelve months.

$1,676 million of capital deployed into in-force block transactions, a record result.

Increased value of in-force business margins by $4.6 billion, or 13.9%, in the year to $37.6 billion.

Record value of new business added, both through organic and in-force transactions.

For additional information on our 2024 financial performance, see our 2024 Annual Report on Form 10-K.

  • See "Use of Non-GAAP Financial Measures" on page 94 for reconciliations from GAAP figures to adjusted operating figures.

Senior Management Update

Tony Cheng, our President since January 2023, assumed the role of Chief Executive Officer on January 1, 2024. On August 5, 2024, Todd Larson resigned as Senior Executive Vice President and Chief Financial Officer. Mr. Larson continued serving as Special Advisor to Tony Cheng, President and Chief Executive Officer through January 2025. On August 5, 2024, Axel André was appointed Executive Vice President and Chief Financial Officer. He previously served as Executive Vice President since June 2024.

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Five Elements of Executive Compensation (page 50)
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 19.0%* of the average named executive officer target total compensation for 2024.
2.Annual BonusPlanCash●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 AwardsEquity●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 BasedAwardsEquity●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 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.
*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;

50% RSUs and 50% SARs for Mr. André; and

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

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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.

2025 Compensation Changes (page 61)

In February and March 2025 the Human Capital and Compensation Committee approved the following changes to the Company's compensation programs:

Adjusted Revenue was removed as a performance metric from the Annual Bonus Plan, as the Company no longer considers it appropriate for measuring performance due to changes in the Company's mix of business and income sources. The 10% allocation to Adjusted Revenue was reallocated evenly to the two remaining metrics for the 2025 plan, with a 65% allocation to Adjusted Operating Income per Share excluding notable items and a 35% allocation to New Business Embedded Value.

Revised the allocation of the two existing metrics for the Performance Contingent Share program from 50% to each metric to a 65% allocation to Average Return on Equity and a 35% allocation to Book Value Per Share Growth. The adjustment on weighting reflects the impact non-operating items have on book value per share and the importance of return on equity to our shareholders.

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