REINSURANCE GROUP OF AMERICA INC
For the period ended May 20, 2026. Filed Apr 9, 2026.
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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 20, 2026 · Filed Apr 9, 2026
Contents
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 2026 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 9, 2026.
Annual Shareholders' Meeting
Date & Time: May 20, 2026, 2:00 p.m., Central time
Place: 16600 Swingley Ridge Road, Chesterfield, Missouri 63017
Record Date: Close of business on March 23, 2026
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 an amended and restated Employee Stock Purchase Plan | FOR | page 2 |
| 4. | To ratify the appointment of Deloitte & Touche LLP as the Company's independent auditor for 2026 | FOR | page 8 |
| 5. | To consider any other business that may properly come before the Annual Shareholders' Meeting or any adjournment or postponement | - | page 76 |
| 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 14)
| Name | Director Since | Independent | Election for Term Ending | Committee Memberships1 |
|---|---|---|---|---|
| Pina Albo | 2019 | Yes | 2027 | Human Capital and CompensationInvestmentNominating and Governance |
| Peter Babej | 2026 | Yes | 2027 | None |
| Michele Bang | 2023 | Yes | 2027 | AuditCybersecurity and TechnologyRisk |
| Tony Cheng | 2023 | No | 2027 | None |
| John J. Gauthier | 2018 | Yes | 2027 | Human Capital and CompensationInvestment, ChairRisk |
| Patricia L. Guinn | 2016 | Yes | 2027 | Audit, ChairInvestmentNominating and Governance |
| Hazel M. McNeilage | 2018 | Yes | 2027 | Cybersecurity and TechnologyHuman Capital and Compensation, ChairRisk |
| Stephen O'Hearn (Chair) | 2020 | Yes | 2027 | None |
| Alison Rand | 2024 | Yes | 2027 | Audit Cybersecurity and Technology Risk |
| Shundrawn Thomas | 2021 | Yes | 2027 | Human Capital and CompensationInvestmentNominating and Governance, Chair |
| Khanh T. Tran | 2022 | Yes | 2027 | AuditInvestmentRisk, Chair |
| Steven C. Van Wyk | 2019 | Yes | 2027 | AuditCybersecurity and Technology, Chair Risk |
1 See Board Committee Membership (page 22) for additional information.
Board and Committees (page 19)
| Number of Members | Percent Independent | Number of Meetings in 2025 | |
|---|---|---|---|
| Full Board | 12 | 92% | 8 |
| Audit | 5 | 100% | 9 |
| Cybersecurity and Technology | 4 | 100% | 4 |
| Human Capital and Compensation | 4 | 100% | 6 |
| Investment | 5 | 100% | 4 |
| Nominating and Governance | 3 | 100% | 4 |
| Risk | 6 | 100% | 4 |
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Governance Facts
| Board Composition and Structure:1 | |
|---|---|
| Size of Board | 12 |
| Number of Independent Directors | 11 |
| 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 Compensation Recoupment (Clawback) Policies (mandatory NYSE policy and additional voluntarily adopted policy) | Yes |
1 As of the date of the Annual Shareholders' Meeting, our Board members' average tenure and age will be approximately 4.7 years and 63 years, respectively.
2025 Business Highlights
The Company delivered strong operating results in 2025. Summarized below are highlights of our 2025 financial performance:
Full-year net income available to RGA shareholders of $17.69 per diluted share and adjusted operating income, excluding notable items* of $24.42 per diluted share, compared to full-year net income available to RGA shareholders of $10.73 per diluted share and adjusted operating income, excluding notable items* of $22.57 per diluted share in 2024.
Return on equity of 9.7% and adjusted operating return on equity, excluding notable items* of 15.7%, compared to return on equity of 7.1% and adjusted operating return on equity, excluding notable items* of 15.4%, in 2024, for the trailing twelve months ended December 31, 2024.
For additional information on 2025 financial performance, see our 2025 Annual Report on Form 10-K.
*Represent non-GAAP financial measures. See "Use of Non-GAAP Financial Measures" on page 81 for additional information, including reconciliations of non-GAAP financial measures to comparable GAAP measures.
Senior Management Updates
My Chi To, Executive Vice President, Chief Legal Officer & Corporate Secretary, joined the Company on May 19, 2025. William L. Hutton retired from his position as Executive Vice President, General Counsel and Secretary on June 6, 2025.
Ron Herrmann was appointed to the position of Executive Vice President, Reinsurance Group of America, Incorporated and President, RGA Reinsurance Company and RGA Life and Annuity Insurance
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Company, effective January 1, 2026. Ron also oversees the operations of RGA EMEA, which is comprised of the Company's business lines in the UK and Ireland, Continental Europe, the Middle East, and Africa.
Leslie Barbi, Executive Vice President, Chief Investment Officer, has announced her intention to retire from the Company effective April 15, 2026. Jayson Bronchetti has been appointed as Executive Vice President, Chief Investment Officer, effective April 15, 2026.
| Five Elements of Executive Compensation (page 38) | ||||
|---|---|---|---|---|
| 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 16.6%* of the average named executive officer target total compensation for 2025. | |||
| 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 and (ii) new business embedded value; non-financial objectives were measured via an assessment of a strategic scorecard of performance in four focus areas for 2025: Elevate Creation Re; Unlock Enterprise Value; Technology & Operations; and Talent, Culture, & Sustainability. Performance goals are established in the first quarter of each year. | |||
| ● | Represents 30.0%* of the average named executive officer target total compensation for 2025. | |||
| 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 awards fully vest after three years. | |||
| ● | Payouts range from 0% of target payout to 200% of target payout, depending on Company performance. | |||
| ● | For 2025 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** ("Average ROE") and (ii) three-year book value per share** growth rate ("BVPS Growth"). These results may be modified up or down by a maximum of 20% based on the Company's relative total shareholder return against peers. | |||
| ● | Performance contingent share awards represented 29.0%* of the average named executive officer target total compensation for 2025. | |||
| 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 vest ratably over a three-year period. | |||
| ● | Stock appreciation rights represented 14.0%* of the average named executive officer target total compensation for 2025. | |||
| ● | Restricted share units vest ratably over a three-year period. | |||
| ● | Restricted share units represented 10.4%* of the average named executive officer target total compensation for 2025. | |||
| 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.* Excluding accumulated other comprehensive income ("AOCI") and cumulative change in fair value of funds withheld embedded derivatives. See "2023-2025 PCS Performance Metrics" on page 43 for definitions of Average ROE and BVPS Growth. | ||||
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The performance contingent share awards and the stock based awards described above collectively form the Company's long-term incentive ("LTI") plan. For 2025, the LTI was allocated as follows:
75% PCS and 25% SARs for Mr. Cheng;
50% RSUs and 50% SARs for Ms. To; and
60% PCS, 20% RSUs, and 20% SARs for all other named executive officers.
Ms. To joined the Company in May 2025, after the start of the performance period, and as such did not receive a PCS allocation for 2025. Her LTI grant was split 50% RSUs and 50% SARs, prorated for time in service. She also received a sign-on RSU grant that vests in three equal annual installments, beginning on the first anniversary of the grant date, and fully vests on June 6, 2028.
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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.