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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Reinsurance Group of America Inc | NYSE:RGA | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.73 | -0.36% | 200.92 | 204.69 | 200.03 | 202.11 | 556,685 | 23:23:37 |
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Date filed:
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1.
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To elect one director for a term expiring in 2017 and four directors for terms expiring in 2019;
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2.
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To vote to approve the compensation of the Company’s named executive officers on a non-binding, advisory basis;
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3.
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To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2016; and
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To transact such other business as may properly come before the meeting.
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REINSURANCE GROUP OF AMERICA, INCORPORATED
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By
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J. Cliff Eason
Chairman of the Board
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William L. Hutton
Secretary
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Page No.
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Voting Matters and Board Recommendations
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Proposal
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Board Recommendation
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Voting Options
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Vote Required to Adopt the Proposal
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More Information
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1.
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Election of Directors
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FOR all nominees
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For, against or abstain for each nominee
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If a quorum is present, the vote required
to elect each director is a majority of the
common stock represented in person or by
proxy at the Annual Meeting.
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page
1
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2.
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Shareholders' Advisory Vote on Executive Compensation
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FOR
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For, against or abstain
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If a quorum is present, the vote required
to approve Item 2 is a majority of the common
stock represented in person or by
proxy at the Annual Meeting.
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page
50
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3.
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Ratification of Appointment of Independent Auditor
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FOR
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For, against or abstain
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If a quorum is present, the vote required
to approve Item 3 is a majority of the common
stock represented in person or by
proxy at the Annual Meeting.
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page
51
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See "Additional Information - Voting" (page
59
) for additional information.
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Board Nominees (page
1
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Name
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Director Since
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Independent
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Election for Term Ending
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Committee Memberships
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Anna Manning
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2016
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No
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2017
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None
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William J. Bartlett
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2004
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Yes
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2019
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Audit; Finance, Investment and Risk Management
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Christine R. Detrick
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2014
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Yes
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2019
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Audit; Nominating and Governance
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Alan C. Henderson
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2002
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Yes
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2019
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Finance, Investment and Risk Management; Nominating and Governance
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Joyce A. Phillips
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2014
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Yes
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2019
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Compensation; Nominating and Governance
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Our Board and Its Committees (page
13
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Number of Members
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Percent Independent
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Number of Meetings in 2015
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Full Board
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11
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82%
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10
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Audit
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4
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100%
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8
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Compensation
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5
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100%
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7
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Finance, Investment and Risk Management
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5
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80%
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5
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Nominating and Governance
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5
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100%
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4
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Governance Facts (page
10
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Size of Board
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11
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Number of Independent Directors
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9
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Audit and Compensation Committees Comprised Entirely of Independent Directors
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Yes
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Independent Presiding Director
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Yes
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Separate Chairman and CEO
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Yes
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Majority Voting for Directors in Uncontested Elections
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Yes
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Advisory Vote on Executive Compensation
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Annual
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Annual Board and Committee Self-Evaluations
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Yes
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Stock Ownership Guidelines for Directors and Executive Officers
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Yes
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Restrictions on Hedging and Pledging of Company Shares for Directors and Employees
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Yes
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Executive Incentive Recoupment (Clawback) Policy
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Yes
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Shareholder Rights Plan (Poison Pill)
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No
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2015 Executive Compensation Highlights (page
16
)
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•
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Our full year net premiums totaled $8.6 billion in 2015.
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•
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Our full year earnings per diluted share: operating income
1
$8.43, net income $7.46.
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•
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Our full year operating return on equity
1
was
11%
for
2015
.
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•
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Book value per share at year-end
2015
was $94.09 including accumulated other comprehensive income ("AOCI"), and $83.23 excluding AOCI, an 8% increase on a total return basis.
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1
See "Use of Non-GAAP Financial Measures" on page
61
for reconciliations to GAAP figures.
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Five Elements of Executive Compensation (page
23
)
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William J. Bartlett
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Business Experience:
Mr. Bartlett was an accountant and consultant with Ernst & Young for over 35 years and advised numerous clients in the global insurance industry. He was appointed a partner of Ernst & Young in Sydney, Australia in July 1980, a position he held until his retirement in June 2003. He served as chairman of the firm’s global insurance practice from 1991 to 2000, and was chairman of the Australian insurance practice group from 1989 to 1998. Mr. Bartlett currently serves as an independent, non-executive director of Suncorp Group Limited, GWA Limited and the Abacus Property Trust, all of which are listed on the Australian Stock Exchange. He previously served as a member of the Australian Life Insurance Actuarial Standards Board and as a consultant to the Australian Financial Reporting Council on Auditor Independence. He holds several professional memberships in Australia (ACPA and FCA), South Africa (CASA), and the United Kingdom (FCMA).
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Retired partner, Ernst & Young Australia
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Skills and Qualifications:
Public accounting experience in global insurance accounting practice; audit committee experience; financial services and life insurance business; international business
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Age:
66
Director since:
2004
Independent
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Christine R. Detrick
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Business Experience:
Ms. Detrick served as a Director/Partner, Leader of Americas Financial Services Practice, and Senior Advisor of Bain & Company, Inc., a global management consulting firm, from 2002 to 2012. Before joining Bain, Ms. Detrick served for 10 years at A.T. Kearney, Inc., a global management consulting firm, including as Director, Global Leader of Financial Services Practice, and as Leader, Eastern U.S. Profit Center. Prior to those roles, she was a founding partner of First Financial Partners, a venture capital firm specializing in savings and loan institutions, from 1988 to 1992, and served as Chief Executive Officer for St. Louis Bank for Savings. Ms. Detrick formerly served on the board of Forethought Financial Group, Inc. a private life insurance carrier and currently serves as an independent director and member of the Nominating & Corporate Governance Committee of the boards of Forest City Enterprises, a publicly traded real estate company, and Hartford Mutual Funds.
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Former Director and Head of Americas Financial Services Practice of Bain & Company, Inc.
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Skills and Qualifications:
Corporate finance and financial reporting; investments; financial services and life insurance business; mergers and acquisitions; management and business consulting experience
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Age:
57
Director since:
2014
Independent
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Alan C. Henderson
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Business Experience:
Mr. Henderson was President and Chief Executive Officer of RehabCare Group, Inc. ("RehabCare") from June 1998 until June 2003. Prior to becoming President and Chief Executive Officer, he was Executive Vice President, Chief Financial Officer and Secretary of RehabCare from 1991 through May 1998. Mr. Henderson was a director of RehabCare from June 1998 to December 2003, Angelica Corporation from March 2001 to June 2003, and General American Capital Corp., a registered investment company, from October 1989 to April 2003.
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Retired President and Chief Executive Officer of RehabCare Group, Inc.
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Skills and Qualifications:
Audit committee experience; experience as CEO and CFO of a public company; public company accounting and finance
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Age:
70
Director since:
2002
Independent
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Joyce A. Phillips
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Business Experience:
Ms. Phillips is Chief Executive Officer, Global Wealth, Group Managing Director, and Management Board member at Australia and New Zealand Banking Group Limited (ANZ). Prior to joining ANZ in 2009, Ms. Phillips was President and Chief Operating Officer at American Life Insurance Company (ALICO), a subsidiary of American International Group, Inc. (AIG), which had operations in 55 countries. She joined ALICO from Citigroup, where she was head of International Retail Banking, responsible for strengthening product distribution and expansion in Citigroup’s global retail banking franchise in 42 countries. Her previous roles include various senior positions in Citigroup Japan and GE Capital.
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CEO, Global Wealth, Group Managing Director, and Management Board member at Australia and New Zealand Banking Group Limited
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Skills and Qualifications:
Experience as an executive officer of major global financial services companies; financial services and life insurance business; risk management
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Age:
53
Director since:
2014
Independent
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Arnoud W.A. Boot
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Business Experience:
Mr. Boot has been a professor of Corporate Finance and Financial Markets at the University of Amsterdam and director of the Amsterdam Center for Law & Economics since 2002. He is the founder and director of the Amsterdam Center for Corporate Finance. Prior to his current positions, Mr. Boot was a partner in the Finance and Strategy Practice at McKinsey & Company from 2000 through 2001, was the Vice Dean, Faculty of Economics and Econometrics at the University of Amsterdam from 1998 through 2000 and president of the European Finance Association in 2008. Mr. Boot serves as Chairman of the Bank Council of the Dutch Central Bank and is a member of the Dutch Scientific Council for Government Policy and the Dutch Social Economic Council. He is a member of the Advisory Scientific Committee of the European Systemic Risk Board in Frankfurt and he also serves as a research fellow at the Centre for Economic Policy Research in London and the Davidson Institute at the University of Michigan.
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Professor of Corporate Finance and Financial Markets at the University of Amsterdam and Director of the Amsterdam Center for Law & Economics
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Skills and Qualifications:
Management and business consulting experience; corporate finance; investments; risk management; international business, markets and operations
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Age:
56
Director since:
2009
Independent
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John F. Danahy
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Business Experience:
Mr. Danahy was previously the Chairman and Chief Operating Officer of May Merchandising Company and May Department Stores International, subsidiaries of The May Department Stores Company (MDSC). Mr. Danahy served in various positions within MDSC for 38 years until his retirement in 2006. Mr. Danahy previously served as corporate-wide Senior Vice President of Information Technology and as Chairman and Chief Operating Officer of The Famous-Barr Co. for five years. Mr. Danahy has an Executive Master of Business Administration degree from the Olin Business School at Washington University in St. Louis.
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Retired Chairman and Chief Operating Officer of May Merchandising Company and May Department Stores International
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Skills and Qualifications:
Information technology; international business; management and business experience; public company management experience
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Age:
69
Director since:
2009
Independent
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J. Cliff Eason (Chair)
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Business Experience
: Mr. Eason is Chairman of the Company’s Board of Directors and was President and CEO of Southwestern Bell Telephone, SBC Communications, Inc. ("SBC") from September 2000 through January 2001. Mr. Eason previously served as President, Network Services from 1999 through 2000; President, SBC International, from 1998 until 1999; President and CEO of Southwestern Bell Telephone Company ("SWBTC") from 1996 until 1998; President and CEO of Southwestern Bell Communications, Inc. from 1995 through 1996; President of Network Services of SWBTC from 1993 through 1995; and President of Southwestern Bell Telephone Company of the Midwest from 1992 to 1993. He held various other positions with SBC and its subsidiaries prior to 1992. Mr. Eason was a director of Williams Communications Group, Inc. until his retirement in January 2001. Mr. Eason served as a director of Mercantile Bankcorp from 1993 to 1995.
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Retired President and CEO of Southwestern Bell Telephone, SBC Communications, Inc.
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Skills and Qualifications:
Information technology; international business; management and business experience; public company management experience
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Age:
68
Director since:
1993
Independent
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Frederick J. Sievert
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Business Experience:
Mr. Sievert was President of New York Life Insurance Company from 2002 through 2007. Mr. Sievert shared responsibility for overall company management in the Office of the Chairman from 2004 until his retirement in 2007. He joined New York Life in 1992 as Senior Vice President and Chief Financial Officer. In 1995, he was promoted to Executive Vice President and was elected to the Board of Directors in 1996. In addition, he was President and a member of the board of New York Life Insurance and Annuity Corporation, served as Chairman of the Board of NYLIFE Insurance Company of Arizona, and served on the Board of Directors for Max New York Life, the company’s joint venture in India, Siam Commercial New York Life, the joint venture in Thailand and the company’s South Korea operation. Prior to joining New York Life, Mr. Sievert was a senior vice president for Royal Maccabees Life Insurance Company, a subsidiary of the Royal Insurance Group of London, England. Mr. Sievert currently serves as a director of CNO Financial Group, Inc
.
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Retired President of New York Life Insurance Company
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Skills and Qualifications:
Experience as an executive officer of a major U.S.-based life insurance company with international operations; life insurance business and insurance regulation; investments; risk management
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Age:
68
Director since:
2010
Independent
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Stanley B. Tulin
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Business Experience:
Mr. Tulin joined AXA Equitable in 1996 as Senior Executive Vice President and CFO. He served on the AXA Group Executive Committee from 2000 through 2006. Following his retirement in 2006, Mr. Tulin consulted for AXA Financial, Inc. for five years. In his position at AXA, he gained extensive experience in acquisitions and divestitures, consolidated risk management and financial communications. In 1998, he was named Vice Chairman and a director of AXA Equitable, while remaining CFO of AXA Financial. Prior to that position, he was Executive Vice President and CFO of AXA Financial. Prior to joining AXA Equitable, Mr. Tulin served as Co-Chairman of Coopers & Lybrand’s Insurance Industry Practice group and was part of the Actuarial and Strategic Planning Group at Milliman & Robertson, Inc. for 17 years. Mr. Tulin is a fellow of the Society of Actuaries and a member of the American Academy of Actuaries.
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Retired Vice Chairman and CFO of AXA Financial, Inc. and its principle insurance subsidiary, AXA Equitable Life Insurance Company
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Skills and Qualifications:
Experience as an executive officer of a major global financial services company; risk management, actuarial and mergers and acquisitions consulting experience; life insurance business; insurance regulation
|
Age:
66
Director since:
2012
Independent
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A. Greig Woodring
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Business Experience:
Mr. Woodring was President and Chief Executive Officer of the Company from 1993 until December 1, 2015; at which time he relinquished the role of President. Prior to his position at RGA, Mr. Woodring headed the reinsurance business at General American Life Insurance Company from 1986 until the Company’s formation in December 1992. He also serves as a director of a number of Company subsidiaries.
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Chief Executive Officer of the Company
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Skills and Qualifications:
RGA’s Chief Executive Officer since 1993; extensive knowledge of the Company’s business, operations and customers; extensive knowledge and relationships in the global financial services and life insurance business
|
Age:
64
Director since:
1993
Not Independent
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2015 DIRECTOR COMPENSATION STRUCTURE
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Annual Retainer
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Chairman of the Board
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$180,000
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All other independent directors
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$100,000
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Committee Chair Additional Retainer
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Audit Committee Chair
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$25,000
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Compensation Committee Chair
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$15,000
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Finance, Investment and Risk Management Committee Chair
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$15,000
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Nominating and Governance Committee Chair
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$15,000
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Annual Stock Grants
1
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Chairman of the Board
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$240,000
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All other independent directors
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$140,000
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2015 DIRECTOR COMPENSATION
|
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Name
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Fees Earned
or Paid in
Cash
1
|
Stock
Awards
2
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All Other
Compensation
3
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Total
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William J. Bartlett
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$125,000
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$140,002
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$84,884
4
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$349,886
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Arnoud W.A. Boot
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$100,000
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$140,002
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$4,792
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$244,794
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John F. Danahy
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$115,000
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$140,002
|
---
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$255,002
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Christine R. Detrick
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$100,000
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$140,002
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$6,416
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$246,418
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J. Cliff Eason
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$180,000
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$240,029
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---
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$420,029
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Alan C. Henderson
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$115,000
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$140,002
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$9,228
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$264,230
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Joyce A. Phillips
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$100,000
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$140,002
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---
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$240,002
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Fred J. Sievert
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$115,000
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$140,002
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---
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$255,002
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Stanley B. Tulin
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$66,000
5
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$140,002
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$7,078
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$213,080
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1.
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This column reflects the retainer and fees earned in
2015
for Board and committee service. The
2015
retainer was paid in January
2015
.
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2.
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This column reflects the award of 1,562 shares (2,678 shares in the case of Mr. Eason) of common stock on February 19, 2015, at a closing market price of $89.63. The stock was issued as part of the directors’ annual compensation. Mr. Eason elected to defer his stock awards under the Flexible Stock Plan for Directors.
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3.
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This column includes reimbursements to the director for spousal travel expenses incurred in connection with attending the October 2015 meeting of the Board of Directors which is usually held in one of the Company’s global offices outside the United States. Under U.S. tax laws, the amount of such reimbursement for spousal travel must be included on the Form 1099-MISC that is issued annually by the Company to each director. Directors are responsible for paying any taxes they incur because of the reimbursement for spousal travel expenses.
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4.
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Represents compensation for services as a director of our Australian holding and operating companies. Australian dollars converted to U.S. dollars using an annualized currency exchange rate.
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5.
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Mr. Tulin is reimbursed for certain personal travel expenses he incurs to attend Board and Committee meetings. Those expenses exceed the amount reimbursable under the Company’s travel expense reimbursement policy for directors. Mr. Tulin is reimbursed for the travel expenses in lieu of receiving the annual cash retainer. The net expense to the Company is approximately equal to the amount Mr. Tulin would have received if he was paid the annual retainer and reimbursed for travel as permitted in the travel expense reimbursement policy.
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PHANTOM OR DEFERRED SHARE OWNERSHIP
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Name
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Phantom or Deferred Shares
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William J. Bartlett
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5,631
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J. Cliff Eason
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27,561
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Alan C. Henderson
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1,086
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RISK OVERSIGHT
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Committee of the Board
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Areas of Risk Oversight
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Additional Information
|
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Audit
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Accounting and financial reporting risk, ethics and compliance matters
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Reviews reports on ethics and compliance matters each quarter
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Compensation
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Risks relating to the Company's employee compensation policies, practices, plans and arrangements
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Oversees the management of compensation risks, including executive retention
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Finance, Investment and
Risk Management ("FIRM") |
Financial risks, investment risks and overall enterprise risk management
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Reviews, monitors and, when appropriate, approves the Company's programs, policies and strategies relating to financial and investment risks
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Nominating and Governance
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Risks associated with the independence of the Board of Directors, leadership development and CEO succession planning
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Oversees risks related to succession planning and board retention, refreshment and development
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Risk Balancing Practices and Policies
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Annual Bonus Plan
|
●
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Our Annual Bonus Plan ("ABP") is designed to reinforce our pay-for-performance culture by making a significant portion of management's annual compensation variable.
|
●
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ABP awards are based solely on Company results or on a combination of Company, business unit and/or individual performance.
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●
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The ABP aligns annual cash bonus compensation with our short-term business strategies and the targets reflect our short-term goals for operating earnings per share, book value per share, revenue and new business embedded value.
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●
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The Compensation Committee sets award levels with a minimum level of performance that must be met before any payment can be made.
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●
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To further ensure that there is not a significant incentive for unnecessary risk-taking, we cap the payout of these awards at 200% of the target.
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Performance Contingent Share Grants
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●
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Our performance contingent share ("PCS") grants are a three-year performance-driven incentive program that reinforces our intermediate-term strategic, financial and operating goals.
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The Compensation Committee sets award levels with a minimum level of performance that must be met before any payment can be made.
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To further ensure that there is not a significant incentive for unnecessary risk-taking, we cap the payout of these awards at 200% of target.
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We measure performance for the PCS grants based 33.5% on operating return on equity, 33.5% on relative return on equity compared to an established peer group and 33.0% on a cumulative revenue growth rate, all calculated as of the end of the applicable three-year performance period.
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Stock Appreciation Rights
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●
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We believe that Stock Appreciation Rights ("SARs") provide the most appropriate vehicle for providing long-term value to management because of the economic tie to shareholder value.
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●
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We believe annual grants of SARs allow us to reward the achievement of long-term goals and are based on our desire to achieve an appropriate balance between the overall risk and reward for short, intermediate and long-term incentive opportunities.
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●
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The vesting schedule for SARs grants is four years, 25% of which vests at the end of each of the first four years. Upon vesting, the SARs are settled in the equivalent value of unrestricted shares of common stock.
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Share Ownership Guidelines
|
●
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Our share ownership guidelines require members of senior management to hold a specified number of shares of Company stock which is based on the level of their role and responsibility in the organization.
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●
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Share ownership requirements ensure that our senior management will have a significant amount of value tied to long-term holdings in Company stock and align their interests with those of our shareholders.
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Executive Incentive Recoupment Policy
|
●
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Our Executive Incentive Recoupment Policy permits the Company to recoup all or a portion of incentive awards paid to certain executives upon the occurrence of certain recoupment events.
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●
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Such events include: (i) a financial restatement due to the material noncompliance with any financial reporting requirement under the federal securities laws; (ii) receiving an incentive award based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria; (iii) causing injury to the interests or business reputation of the Company or of a business unit whether due to violations of law, regulatory sanctions or otherwise and (iv) a material violation of the Company's Principles of Ethical Business Conduct.
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●
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The Compensation Committee has express authority to interpret and administer the policy, implement various remedies based on the circumstances triggering the recoupment and make all determinations with respect to the policy in its sole discretion.
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Combination of Performance Metrics
|
●
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We use a combination of performance metrics in determining our executives' performance-based compensation that motivate our executives to achieve performance that is in line with the best interests of the Company and our shareholders.
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●
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By using a variety of performance metrics in our Annual Bonus Plan and our intermediate and long-term performance programs, we mitigate the risk that our executives would be motivated to pursue results with respect to one performance measure to the detriment of the Company as a whole.
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Independent Compensation Consultant
|
●
|
The Compensation Committee benefits from its use of an independent compensation consulting firm which provides no other services to the Company.
|
BOARD COMMITTEE MEMBERSHIP
|
|||||
Director
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Independent
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Audit
|
Compensation
|
Finance, Investment and Risk Management
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Nominating and Governance
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William J. Bartlett
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yes
|
chair
|
|
member
|
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Arnoud W.A. Boot
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yes
|
member
|
|
member
|
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John F. Danahy
|
yes
|
member
|
chair
|
|
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Christine R. Detrick
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yes
|
member
|
|
|
member
|
J. Cliff Eason
|
yes
|
|
member
|
|
member
|
Alan C. Henderson
|
yes
|
|
|
chair
|
member
|
Anna Manning
|
no
|
|
|
|
|
Joyce A. Phillips
|
yes
|
|
member
|
|
member
|
Frederick J. Sievert
|
yes
|
|
member
|
|
chair
|
Stanley B. Tulin
|
yes
|
|
member
|
member
|
|
A. Greig Woodring
|
no
|
|
|
member
|
|
Number of Meetings in 2015
|
|
8
|
7
|
5
|
4
|
AUDIT COMMITTEE
|
||
Roles and Responsibilities
|
||
●
|
Responsible for the appointment, compensation, retention and oversight of the work of our independent auditor.
|
|
●
|
Oversees our accounting and financial reporting processes and policies and the integrity of our financial statements.
|
|
●
|
Supervises the adequacy of our internal controls over financial reporting and disclosure controls and procedures.
|
|
●
|
Pre-approves audit, audit-related and non-audit services to be performed by the Company's independent auditor.
|
|
●
|
Reviews reports concerning significant legal and regulatory matters.
|
|
●
|
Reviews the plans and performance of our internal audit function.
|
|
●
|
Reviews and discusses our filings on Forms 10-K and 10-Q, including the financial information in those filings.
|
|
Independence and Financial Literacy
|
||
●
|
The Board has determined that the members are "independent" within the meaning of SEC regulations applicable to audit committees and the NYSE listing standards.
|
|
●
|
The Board has determined that all of the members have accounting and related financial management expertise within the meaning of the NYSE listing standards.
|
|
●
|
The Board has determined that all the members are qualified as audit committee financial experts within the meaning of SEC regulations.
|
|
|
|
|
COMPENSATION COMMITTEE
|
||
Roles and Responsibilities
|
||
●
|
Establishes and oversees our general compensation and benefits programs.
|
|
●
|
Reviews and approves the performance and compensation of the CEO, other named executive officers and members of our senior management.
|
|
●
|
Sets performance measures and goals and verifies the attainment of performance goals under performance-based incentive compensation plans.
|
|
Independence
|
||
●
|
The Board of Directors has determined, in its judgment, that all of the Committee's members are independent within the meaning of the NYSE listing standards.
|
|
●
|
For purposes of its independence determination, the Board considered the enhanced independence standards for compensation committees under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 which are required by the SEC for the listing standards of national securities exchanges.
|
|
Interlocks and Insider Participation
|
||
●
|
The members of the Compensation Committee are not and have never been officers or employees of the Company or any of its subsidiaries.
|
|
●
|
No directors or executive officers of our Company serve on the compensation committee of another company of which a member of our Compensation Committee is an officer.
|
|
|
|
|
FINANCE, INVESTMENT AND RISK MANAGEMENT COMMITTEE
|
||
Roles and Responsibilities
|
||
●
|
Assists the Board in connection with its oversight responsibilities for the Company's risk, investment and finance policies, programs, procedures and strategies.
|
|
●
|
Reviews, monitors, and when appropriate, approves the Company's programs, policies and strategies relating to financial and investment risks and overall enterprise risk management Governance Guidelines.
|
|
|
|
|
NOMINATING AND GOVERNANCE COMMITTEE
|
||
Roles and Responsibilities
|
||
●
|
Develops and implements policies and practices relating to corporate governance.
|
|
●
|
Reviews and monitors implementation of our Corporate Governance Guidelines.
|
|
●
|
Identifies individuals qualified to become members of the Board, consistent with the criteria established by the Board; develops and reviews background information on candidates for the Board; and makes recommendations to the Board regarding such candidates.
|
|
●
|
Prepares and supervises the Board's annual review of director independence and the performance of self-evaluations conducted by the Board and committees.
|
|
●
|
Oversees the succession planning process for our CEO, which includes reviewing development plans for potential successors, evaluating potential internal and external successors for executive and senior management positions, and development and periodic review of the Company's plans for CEO succession in various circumstances.
|
|
Independence
|
||
●
|
The Board of Directors has determined, in its judgment, that all of the Committee's members are independent within the meaning of the NYSE listing standards.
|
•
|
director,
|
•
|
nominee for director,
|
•
|
executive officer,
|
•
|
holder of more than 5% of our voting securities,
|
•
|
immediate family member of such a person, as that term is defined in the policy, and
|
•
|
charitable entity or organization affiliated with such person or any immediate family member of such person.
|
|
•
|
Create incentives that will focus executives on, and reward for, increasing long-term shareholder value;
|
•
|
Reinforce our pay for performance culture by making a significant portion of compensation variable and based on Company and business unit performance;
|
•
|
Align the long-term financial interests of our executives with that of our shareholders through equity-based incentives and by building executive ownership in the Company; and
|
•
|
Provide competitive total compensation opportunities that will attract, retain and motivate high-performing executives.
|
What We Do
|
|
ü
|
Pay-for-Performance.
We have a pay-for-performance executive compensation structure that provides an appropriate mix of short, intermediate and long-term performance incentives, with emphasis on shareholder value. Our executive compensation is closely aligned with financial performance because the majority of the total compensation for our executives is earned only upon the achievement of corporate, business unit and/or individual performance goals. Other than base salary, we do not provide any fixed compensation.
|
ü
|
Use of Multiple Performance Metrics.
Our incentive compensation programs utilize multiple performance metrics, including revenue, operating income, book value and new business embedded value for our Annual Bonus Plan and cumulative revenue growth rate, return on equity and relative return on equity for our Performance Contingent Shares. These metrics are focused on performance and creation of long-term shareholder value.
|
ü
|
Compensation Benchmarking.
The Compensation Committee reviews publicly available information of peer companies to evaluate how our named executive officers’ compensation compares to executives in similar positions at other companies and considers that information when establishing compensation. In most markets, we align our executive compensation levels with the market median in order to retain current talent and attract new talent.
|
ü
|
Compensation Recoupment Policy.
We have an Executive Incentive Recoupment Policy which permits the Company to recoup all or a portion of an incentive award paid to certain executives upon the occurrence of a specified recoupment event, including a financial restatement. We have incorporated the provisions of this policy into our incentive plans.
|
ü
|
Stock Ownership Guidelines.
To further align the long-term interests of our executives and our shareholders, we have robust stock ownership requirements for our executive officers. For additional information, see "Stock Ownership - Executive Stock Ownership Guidelines."
|
ü
|
Independent Compensation Consultant.
The Compensation Committee benefits from its use of an independent compensation consulting firm which provides no other services to the Company.
|
ü
|
Annual Shareholder "Say on Pay."
Because we value our shareholders’ input on our executive compensation programs, our Board has chosen to provide shareholders with the opportunity each year to vote to approve, on a nonbinding, advisory basis, the compensation of the named executive officers in our proxy statement.
|
ü
|
Compensation Committee Discretion.
We give our Compensation Committee full discretion to reduce or eliminate any cash incentive award.
|
What We Don't Do
|
|
X
|
No Employment Contracts.
We do not have any employment or contractual pre-employment severance agreements for our executives and we only offer limited benefits on termination of employment.
|
X
|
No Perquisites.
We do not offer our executives personal-benefit perquisites, such as aircraft, cars or apartments and we do not reimburse our executives for personal benefit perquisites such as club dues or other social memberships, except in some foreign countries where such perquisites are required to maintain a local competitive position.
|
X
|
No Preferential Payments.
We do not pay preferential or above market returns on executive deferred compensation.
|
X
|
Limited Benefits Upon Change in Control.
We have limited benefits upon change in control and our Flexible Stock Plan includes a double-trigger for the acceleration of awards upon a change in control.
|
X
|
No Repricing of Grants.
Our Flexible Stock Plan prohibits repricing for underwater stock options and stock appreciation rights.
|
X
|
No Golden Parachutes or Gross-Ups
.
We do not have any golden parachute agreements or tax gross-ups for severance payments with our executives.
|
X
|
No Speculative Trading.
Our Insider Trading Policy prohibits employees from short-selling Company stock, buying or selling puts and calls of Company stock, or engaging in any other transaction that reflects speculation about the Company’s stock price or that might place their financial interests against the financial interests of the Company.
|
X
|
No Unapproved Hedging.
Our Insider Trading Policy prohibits employees from engaging in hedging or monetization transactions, which can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.
Exemptions to general ban may be sought from the General Counsel on a case-by-case basis and will be subject to pre-clearance procedures.
|
X
|
Pledging Discouraged.
Our Insider Trading Policy discourages employees from holding Company securities in a margin account or otherwise pledging Company securities as collateral for a loan.
|
See "Five Elements of Compensation" (page
23
) for additional information.
|
1
Excludes special grants made in December 2015 to Ms. Manning, Mr. Néemeh and Ms. Kinnaird. For additional information see "Additional Named Executive Officer Compensation" below.
|
||||
|
||||
2
Ms. Manning’s compensation mix reflects the amounts she earned while in the position of SEVP, Structured Solutions from January 1, 2015 to November 30, 2015, before becoming President on December 1, 2015. For additional information see "Additional Named Executive Officer Compensation" below.
|
•
|
Our full year net premiums totaled $8.6 billion in 2015.
|
•
|
Our full year earnings per diluted share: operating income
1
$8.43, net income $7.46.
|
•
|
Our full year operating return on equity
1
was
11%
for
2015
.
|
•
|
Book value per share at year-end
2015
was $94.09 including accumulated other comprehensive income ("AOCI"), and $83.23 excluding AOCI, an 8% increase on a total return basis.
|
1
See "Use of Non-GAAP Financial Measures" on page
61
for reconciliations to GAAP figures.
|
ABP COMPANY-WIDE PERFORMANCE METRICS
|
||||
Metric
|
Weight
|
Target
|
2015 Result
|
Performance Level
|
Operating Income Per Share
1
|
50%
|
$8.60/share
|
$8.43/share
|
85.8%
|
Book Value Per Share Excluding AOCI
1
|
25%
|
$84.76/share
|
$83.23/share
|
82.0%
|
New Business Embedded Value
|
15%
|
$400 million
|
$610 million
|
200.0%
|
Annual Consolidated Revenues
|
10%
|
$10.6 billion
|
$10.4 billion
|
85.8%
|
Weighted Average
|
|
|
|
101.9%
|
1
See "Use of Non-GAAP Financial Measures" on page
61
for reconciliations to GAAP figures.
|
PCS COMPANY-WIDE PERFORMANCE METRICS
|
||||
Metric
|
Weight
|
Target
|
2015 Result
|
Performance Level
|
Cumulative Revenue Growth Rate
|
33.0%
|
8%
|
3.5%
|
0%
|
Three-Year Operating Return on Equity
1
|
33.5%
|
11.5%
|
10.2%
|
55.3%
|
Three-Year Relative Return on Equity
|
33.5%
|
50th
|
Our performance for the relative return on equity metric for the 2013-2015 PCS grants will not be available until late April 2016.
|
Our performance for the relative return on equity metric for the 2013-2015 PCS grants will not be available until late April 2016.
|
1
See "Use of Non-GAAP Financial Measures" on page
61
for reconciliations to GAAP figures.
|
Compensation element
|
|
Purpose
|
|
How We Determine This Amount
|
|
1.
|
Base Salary
|
●
|
Our base salaries establish a pay foundation at competitive levels as part of a total compensation package that will attract, retain and motivate talented executives.
|
●
|
The Compensation Committee considers our executives' base salary compensation compared to that of the Pay Level Peer Group and published surveys.
|
|
●
|
The Compensation Committee also reviews the recommendations submitted by our Chief Executive Officer for the other named executive officers.
|
|||
2.
|
Annual Bonus Plan ("ABP")
|
|
Our ABP awards are designed to motivate and reward executives for performance on key financial, strategic and/or individual objectives over the year.
|
●
|
ABP awards for executives are based on annual Company results or on a combination of Company, business unit and individual performance results.
|
●
|
●
|
Our ABP program utilizes multiple performance metrics.
|
|||
●
|
This element of compensation holds our executives accountable for Company performance, with payouts varying from target based on actual performance against pre-established and communicated performance goals.
|
●
|
Target awards for executives are based on competitive market pay data for their position and expressed as a percent of salary.
|
||
●
|
Overall Company operating earnings per share performance must meet certain minimum levels, as determined in advance by the Compensation Committee, before any awards are made.
|
||||
3.
|
Performance Contingent Shares ("PCS")
|
●
|
Our PCS program is designed to focus executives on our strategic and intermediate-term financial and operating goals.
|
●
|
The PCS units are granted at the beginning of the performance period.
|
●
|
PCS grants are awarded to eligible participants on an annual basis with each grant cycle running for three performance years.
|
●
|
The Compensation 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.
|
||
●
|
The PCS grants are ongoing and each year a new three-year cycle begins, giving us the opportunity to review and update performance measures for new grants.
|
●
|
If we do not meet minimum performance goals, the awards will not be made, and if we exceed those performance goals, the award can be as much as 200% of the targeted award opportunity.
|
||
●
|
The three-year performance and reward period shifts participant focus and effort toward intermediate and longer-term sustained results.
|
|
|
||
4.
|
Stock Appreciation Rights ("SARs")
|
●
|
SARs are designed to align the interests of executives with our shareholders' by focusing the executives on long-term objectives over a multi-year period, including stock price growth.
|
●
|
SARs are granted to executives at an award value divided by Black-Scholes’ value of the Company’s stock price.
|
●
|
SARs are granted annually and are based on the recipient's position.
|
●
|
The strike price for the SAR is determined by the Company's closing stock price on the award date.
|
||
●
|
SARs vest over a period of four years and upon vesting they are settled in the equivalent value of unrestricted shares of common stock.
|
●
|
The annual SARs awards vest 25% per year beginning on December 31 of the year granted until fully vested and remain exercisable for up to 10 years from the award date.
|
||
5.
|
Retirement and Pension Benefits
|
|
|
●
|
U.S. and Canadian retirement and pension benefits differ, but generally there are two types of plans:
|
●
|
Provided as another competitive component of the total compensation package that permits us to attract and retain key members of our management.
|
●
|
Qualified plans are paid to eligible associates up to specified maximum amounts as determined by federal tax authorities.
|
||
|
|
●
|
Non-qualified plans are provided to eligible associates who earn compensation above the maximum amounts established by federal tax authorities.
|
2015 COMPANY-WIDE ANNUAL BONUS PLAN METRICS
|
||
Component
|
Weight
|
Definition
|
Operating Income Per Share
1
|
50%
|
Operating income per share is our net income per share from continuing operations less realized capital gains and losses and certain other non-operating items.
|
Book Value Per Share Excluding AOCI
1
|
25%
|
Book value per share is the company's total equity (excluding AOCI) divided by total common stock outstanding.
|
New Business Embedded Value
|
15%
|
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.
|
Annual Consolidated Revenues
|
10%
|
Annual consolidated revenues is total revenues earned by the Company during the annual performance period.
|
1
See "Use of Non-GAAP Financial Measures" on page
61
for reconciliations to GAAP figures.
|
2015 PCS COMPANY-WIDE PERFORMANCE METRICS
|
||
Component
|
Weight
|
Definition
|
Cumulative Revenue Growth Rate
|
33.0%
|
Cumulative revenue growth rate is the compounded average growth rate of the Company\'s consolidated revenue over the three-year performance period using the Company's annual consolidated revenue for the fiscal year immediately preceding the date of grant as the base year.
|
Three-Year Operating Return on Equity ("ROE")
|
33.5%
|
ROE is calculated as operating income divided by average shareholders’ equity excluding Accumulated Other Comprehensive Income ("AOCI") for the three-year performance period. Operating income and equity excluding AOCI are non-GAAP financial measures.
1
|
Three-Year Relative Return on Equity ("Relative ROE")
|
33.5%
|
Relative ROE is the percentile ranking of the Company's ROE relative to the ROE of competitor companies in the Performance Peer Group over the same three-year performance period.
|
1
See "Use of Non-GAAP Financial Measures" on page
61
for reconciliations to GAAP figures.
|
PERFORMANCE PENSION ACCOUNT BENEFITS
|
|
Age on January 1 of the
Plan Year in which
the Year of Service is Earned
|
Percentage of Final
Average Annual
Compensation Credited
|
Up to 35
|
2%
|
35 – 44
|
4%
|
45 – 54
|
6%
|
55 or over
|
8%
|
ADDITIONAL PERFORMANCE PENSION ACCOUNT BENEFITS
|
|
Age on January 1 of the
Plan Year in which
the Year of Service is Earned
|
Additional Credits
|
Up to 35
|
1%
|
35 – 44
|
2%
|
45 – 54
|
3%
|
55 or over
|
4%
|
•
|
evaluating employee performance;
|
•
|
recommending business performance targets, goals and objectives; and
|
•
|
recommending salary levels, cash bonus and equity incentive award targets.
|
•
|
background information regarding our strategic objectives;
|
•
|
an evaluation of the performance of the senior management and direct reports; and
|
•
|
compensation recommendations as to senior management and direct reports.
|
2015 PAY LEVEL PEER GROUP
|
||
Purpose:
|
We use the Pay Level Peer Group to evaluate the overall competitiveness of our compensation packages, as well as individual elements of compensation.
|
|
How Peer Companies are Chosen:
|
We use a group comprised of companies based on industry and size that are appropriate comparators for purposes of evaluating the competitiveness of our pay levels. The selected companies are publicly-traded insurers and reinsurers (life and property-casualty) and other financial services companies, including direct competitors.
|
|
Last Evaluated:
|
In 2015, SH&P performed a comprehensive assessment of this group to determine the continued appropriateness of each constituent.
|
|
Peer Group Members:
|
American Financial Group, Inc.
|
PartnerRe Ltd.
|
American National Insurance Co.
|
Principal Financial Group, Inc.
|
|
Assurant, Inc.
|
StanCorp Financial Group, Inc.
|
|
CNO Financial Group, Inc.
|
Sun Life Financial, Inc.
|
|
Everest Re Group Ltd.
|
The Hartford Financial Services Group, Inc.
|
|
Genworth Financial, Inc.
|
Unum Group
|
|
Lincoln National Corp.
|
|
2015 PERFORMANCE PEER GROUP
|
||
Purpose:
|
The Performance Peer Group is used to evaluate our relative performance for purposes of determining incentive compensation paid.
|
|
How Peer Companies are Chosen:
|
For comparisons of our performance among companies in the life insurance and reinsurance industry, we exclude most companies in the property and casualty business because their return profile is not a good comparator; however, we retain two large, global multi-line (property-casualty and life) competitors because they are among the companies against whom we measure our performance and returns.
|
|
Last Evaluated:
|
In 2015, SH&P performed a comprehensive assessment of this group to determine the continued appropriateness of each constituent.
|
|
Peer Group Members:
|
Aflac, Inc.
|
Principal Financial Group, Inc.
|
American National Insurance Co.
|
Prudential Financial, Inc.
|
|
Assurant, Inc.
|
StanCorp Financial Group, Inc.
|
|
CNO Financial Group, Inc.
|
Sun Life Financial, Inc.
|
|
Genworth Financial, Inc.
|
Swiss Reinsurance Co. Ltd.
|
|
Lincoln National Corp.
|
The Hartford Financial Services Group, Inc.
|
|
Manulife Financial Corp.
|
Torchmark Corporation
|
|
Metlife, Inc.
|
Unum Group
|
|
Munich Re
|
|
•
|
Phoenix Companies, Inc. was removed from all peer groups due to lack of timely public filings.
|
•
|
Protective Life Corp. was removed from all three peer groups after it was acquired by Dai-Ichi Life Insurance in 2014.
|
•
|
Torchmark Corporation was removed from the Pay Level peer group due to its size falling below that specific peer group’s parameter for the second consecutive year. Torchmark Corporation remains in the Pay Design and Performance peer groups as size is not a determining factor in the construction of those groups.
|
•
|
The Hartford Financial Services Group, Inc. was added to all three peer groups, as it falls within the size and industry parameters for the Pay Level peer group and is considered a peer company by shareholder advisory firms.
|
•
|
Sun Life Financial, Inc. was added to the Pay Level peer group as it falls within the size and industry parameters and is considered a peer company by shareholder advisory firms. Sun Life was previously part of the Pay Design and Performance peer groups.
|
2015 COMPANY ANNUAL BONUS PLAN RESULTS
|
||||
Metric
|
Weight
|
Target
|
2015 Result
|
Performance level
|
Operating Income Per Share
1
|
50%
|
$8.60/share
|
$8.43/share
|
85.8%
|
Book Value Per Share Excluding AOCI
1
|
25%
|
$84.76/share
|
$83.23/share
|
82.0%
|
New Business Embedded Value
|
15%
|
$400 million
|
$610 million
|
200.0%
|
Annual Consolidated Revenues
|
10%
|
$10.6 billion
|
$10.4 billion
|
85.8%
|
Weighted Average
|
|
|
|
101.9%
|
1
See "Use of Non-GAAP Financial Measures" on page
61
for reconciliations to GAAP figures.
|
2015 INDIVIDUAL ANNUAL BONUS PLAN RESULTS
|
|||||
Name
|
2015 Bonus at Threshold
|
2015 Bonus at Target
|
2015 Bonus at Maximum
|
Actual Bonus Percentage for 2015
|
Actual Bonus Payment for 2015
|
A. Greig Woodring
|
65%
|
130%
|
260%
|
132.6%
|
$1,431,875
|
Jack B. Lay
|
50%
|
100%
|
200%
|
101.9%
|
$634,302
|
Anna Manning
|
50%
|
100%
|
200%
|
101.9%
|
$560,923
|
Alain P. Néemeh
|
50%
|
100%
|
200%
|
101.9%
|
$560,923
|
Donna H. Kinnaird
|
50%
|
100%
|
200%
|
101.9%
|
$577,751
|
2016 ANNUAL BONUS PLAN OPPORTUNITIES
|
|||
Name
|
2016 Bonus at Threshold
|
2016 Bonus at Target
|
2016 Bonus at Maximum
|
A. Greig Woodring
|
65%
|
130%
|
260%
|
Jack B. Lay
|
50%
|
100%
|
200%
|
Anna Manning
|
50%
|
100%
|
200%
|
Alain P. Néemeh
|
50%
|
100%
|
200%
|
Donna H. Kinnaird
|
50%
|
100%
|
200%
|
Todd C. Larson
1
|
40%
|
80%
|
160%
|
1
As of May 1, 2016
|
2012-2014 PERFORMANCE CONTINGENT SHARE PAYOUT
|
||||
Name
|
Percentage Payout
|
Number of Shares Acquired on Payout
|
Value Realized on Payout
|
|
A. Greig Woodring
|
82.0%
|
16,653
|
$1,537,405
|
|
Jack B. Lay
|
82.0%
|
4,997
|
$461,323
|
|
Anna Manning
|
82.0%
|
3,259
|
$300,871
|
|
Alain P. Néemeh
|
82.0%
|
3,259
|
$300,871
|
|
Donna H. Kinnaird
|
82.0%
|
3,457
|
$319,150
|
2013-2015 PCS RESULTS
|
||||||
Performance Measure
|
Weight
|
Threshold
|
Target
|
Maximum
|
Actual
|
Percentage of Target Payout
|
Cumulative Revenue Growth Rate
|
33.0%
|
6%
|
8%
|
10%
|
3.5%
|
0.0%
|
Three-Year Operating ROE
1
|
33.5%
|
10%
|
11.5%
|
13%
|
10.2%
|
55.3%
|
Three-Year Relative ROE
|
33.5%
|
25th Percentile
|
50th Percentile
|
75th Percentile
|
TBD
|
TBD
|
Weighted Average
|
|
|
|
|
TBD
|
TBD
|
1
See "Use of Non-GAAP Financial Measures" on page
61
for reconciliations to GAAP figures.
|
2015-2017 PERFORMANCE CONTINGENT SHARE GRANTS
|
||||
Performance Measure
|
Weight
|
Threshold
|
Target
|
Maximum
|
Cumulative Revenue Growth Rate
|
33.0%
|
0%
|
4%
|
8%
|
Three-Year Operating Return on Equity
1
|
33.5%
|
9.5%
|
11.5%
|
13.5%
|
Three-Year Relative Return on Equity
|
33.5%
|
25th Percentile
|
50th Percentile
|
75th Percentile
|
1
See "Use of Non-GAAP Financial Measures" on page
61
for reconciliations to GAAP figures.
|
2016 PERFORMANCE CONTINGENT SHARE GRANTS
|
|
Name
|
Number of PCS Granted
|
A. Greig Woodring
1
|
42,500
|
Jack B. Lay
|
6,158
|
Anna Manning
|
16,038
|
Alain P. Néemeh
|
5,812
|
Donna H. Kinnaird
|
5,812
|
Todd C. Larson
|
5,812
|
2015 SARs GRANTS
|
|
Name
|
Number of SARs Granted
|
A. Greig Woodring
|
43,435
|
Jack B. Lay
|
8,761
|
Anna Manning
|
8,340
|
Alain P. Néemeh
|
8,340
|
Donna H. Kinnaird
|
8,340
|
2016 SARs GRANTS
|
|
Name
|
Number of SARs Granted
|
A. Greig Woodring
|
70,704
|
Jack B. Lay
|
10,245
|
Anna Manning
|
26,681
|
Alain P. Néemeh
|
9,669
|
Donna H. Kinnaird
|
9,669
|
Todd C. Larson
|
9,669
|
|
Name and
Principal Position
|
Year
|
Salary
1
|
Bonus
|
Stock
Awards
2
|
Option
Awards
3
|
Non-Equity
Incentive Plan
Compensation
4
|
Change in
Pension Value and Nonqualified
Deferred
Compensation
Earnings
5
|
All Other
Compensation
6
|
Total
|
A. Greig Woodring
CEO
|
2015
|
$1,117,692
|
---
|
$2,775,019
|
$1,305,222
|
$1,431,875
|
$2,697,661
|
$43,510
|
$9,370,979
|
2014
|
$1,056,154
|
---
|
$2,499,745
|
$1,046,343
|
$2,681,927
|
$2,119,230
|
$66,916
|
$9,470,315
|
|
2013
|
$1,035,385
|
---
|
$1,400,019
|
$1,267,843
|
$479,482
|
$105,030
|
$85,059
|
$4,372,818
|
|
Jack B. Lay
Sr. EVP and CFO
|
2015
|
$642,025
|
---
|
$559,723
|
$263,268
|
$634,302
|
$573,827
|
$103,791
|
$2,776,936
|
2014
|
$598,104
|
---
|
$541,747
|
$226,764
|
$1,054,388
|
$396,351
|
$63,628
|
$2,880,982
|
|
2013
|
$579,994
|
---
|
$349,153
|
$316,213
|
$201,227
|
$138,916
|
$90,178
|
$1,675,681
|
|
Anna Manning
President
|
2015
|
$521,811
|
---
|
$532,795
|
$3,250,617
|
$560,923
|
$650,738
|
$11,845
|
$5,528,729
|
Alain P. Néemeh
Sr. EVP
|
2015
|
$498,566
|
---
|
$532,795
|
$2,250,617
|
$560,923
|
$668,312
|
$15,276
|
$4,526,489
|
Donna H. Kinnaird
Sr. EVP and COO
|
2015
|
$585,115
|
---
|
$1,132,788
|
$250,617
|
$577,751
|
$170,060
|
$36,503
|
$2,752,834
|
2014
|
$535,750
|
---
|
$397,815
|
$166,527
|
$856,350
|
$80,401
|
$57,764
|
$2,094,607
|
|
2013
|
$513,269
|
---
|
$257,471
|
$233,198
|
$158,290
|
$117,660
|
$477,823
|
$1,757,711
|
1.
|
This column includes any amounts deferred at the election of the executive officers under the RGA Reinsurance Company Executive Deferred Savings Plan. For Mr. Néemeh and Ms. Manning, the base salary reflects the Canadian salaries paid over the year taking into consideration monthly foreign exchange rates to convert to USD.
|
2.
|
This column represents the grant date fair value of PCS units granted in such year, using probable outcomes of performance conditions, in accordance with Accounting Standards Codification: 718 – Compensation – Stock Compensation ("ASC 718"). For additional information on the valuation assumptions, refer to note 16 of the Company’s financial statements in the Form 10-K for the year ended
December 31, 2015
, as filed with the SEC. See also "
Grants of Plan-Based Awards in 201
5" for information on awards made in
2015
. These amounts reflect the grant date fair value for these awards, and do not correspond to the actual value that may be recognized by the named executive officers.
|
3.
|
This column represents the grant date fair value of SARs and RSUs granted in such year, in accordance with ASC 718. For additional information on the valuation assumptions, refer to note 16 of the Company’s financial statements in the Form 10-K for the year ended
December 31, 2015
, as filed with the SEC. See also "
Grants of
|
4.
|
Includes for all named executive officers, cash incentives earned for performance during each fiscal year and paid in March of the following year (including any incentives deferred at the election of the executive officers) under the Annual Bonus Plan.
|
5.
|
This column represents the sum of the change in pension value in each fiscal year for each of the named executive officers. The increase in Mr. Woodring’s change in pension value is attributed to his tenure with the Company and his age. The pension benefit increases in value as a participant nears the age of 65. The increase in the pension value for 2015, relative to prior years is due to changes in the interest rate assumptions, thus reducing the present value. We do not pay above-market or preferential earnings on any account balances; therefore, this column does not reflect any amounts relating to nonqualified deferred compensation earnings. See the "Pension Benefits in 2015" and "Nonqualified Deferred Compensation in 2015" tables for additional information.
|
6.
|
Amount includes contributions by RGA Reinsurance Company to the officers’ accounts in qualified and nonqualified plans for the 2015 plan year. Includes life insurance premiums paid by RGA Reinsurance Company on behalf of Messrs. Woodring, Lay and Ms. Kinnaird. Also includes Company match contributions for 2015 under the Savings Plan of $13,250, for Messrs. Woodring, Lay and Ms. Kinnaird. Messrs. Woodring, Lay and Ms. Kinnaird also made qualified employee contributions of $18,000.
|
GRANTS OF PLAN-BASED AWARDS IN 2015
|
|||||||||||
Name
|
Grant Date
|
Estimated Future Payments Under Non-Equity Incentive Plan Awards¹
|
Estimated Future Payments Under Equity Incentive Plan Awards (Number of Shares)²
|
All Other Stock Awards: Number of Shares of Stock or Units
3
|
All Other Option Awards: Number of Securities Underlying
Options
4
|
Exercise of Base Price of Option
Awards
5
|
Grant Date Fair Value of Stock and Option
Awards
6
|
||||
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
||||||
A. Greig
Woodring
|
3/6/2015
|
$702,000
|
$1,404,000
|
$2,808,000
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
15,407
|
30,813
|
61,626
|
---
|
---
|
---
|
$2,775,019
|
||
---
|
---
|
---
|
---
|
---
|
---
|
---
|
43,435
|
$90.06
|
$1,305,222
|
||
Jack B.
Lay
|
3/6/2015
|
$310,975
|
$621,950
|
$1,243,900
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
3,108
|
6,215
|
12,430
|
---
|
---
|
---
|
$559,723
|
||
---
|
---
|
---
|
---
|
---
|
---
|
---
|
8,761
|
$90.06
|
$263,268
|
||
Anna Manning
|
3/6/2015
|
$275,000
|
$550,000
|
$1,100,000
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
2,958
|
5,916
|
11,832
|
---
|
---
|
---
|
$532,795
|
||
---
|
---
|
---
|
---
|
---
|
---
|
---
|
8,340
|
$90.06
|
$250,617
|
||
12/1/2015
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
153,453
|
$93.21
|
$3,000,000
|
|
Alain P. Néemeh
|
3/6/2015
|
$275,000
|
$550,000
|
$1,100,000
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
2,958
|
5,916
|
11,832
|
---
|
---
|
---
|
$532,795
|
||
---
|
---
|
---
|
---
|
---
|
---
|
---
|
8,340
|
$90.06
|
$250,617
|
||
12/1/2015
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
102,302
|
$93.21
|
$2,000,000
|
|
Donna H. Kinnaird
|
3/6/2015
|
$283,250
|
$566,500
|
$1,133,000
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
---
|
2,958
|
5,916
|
11,832
|
---
|
---
|
---
|
$532,795
|
||
---
|
---
|
---
|
---
|
---
|
---
|
---
|
8,340
|
$90.06
|
$250,617
|
||
12/1/2015
|
---
|
---
|
---
|
---
|
---
|
---
|
6,437
|
---
|
---
|
$599,993
|
1.
|
These columns reflect the potential value of the payment for
2015
performance under the ABP for each named executive if the minimum, target or maximum goals are satisfied. The potential payments are performance-driven and are therefore completely at risk. The performance measures, salary and bonus multiples for determining the payments are described in the CD&A. The bonus amount for actual
2015
performance was determined in March
2016
based on the metrics described in the CD&A and is included in the "
Summary Compensation Table
" in the column titled "Non-Equity Incentive Plan Compensation."
|
2.
|
This column reflects the number of PCS units granted in March
2015
under our Flexible Stock Plan, which may convert into shares of Company stock at the end of the three-year performance period if the specified performance levels are achieved. The performance period commenced January 1,
2015
and ends December 31,
2017
. If the threshold level of performance is met, the award of shares starts at 50% (target is 100% and maximum is 200%).
|
3.
|
This column reflects the number of RSUs granted to Ms. Kinnaird in December 2015, which vest fully on January 11, 2017. See discussion of PCS awards and 2015 Special Grants in "Compensation Discussion and Analysis - 2015 Compensation Actions and Results - 2015 Special Grants."
|
4.
|
This column reflects the number of SARs granted in March
2015
and December 2015. The March 2015 SARs vest and become exercisable in four equal annual installments of 25%, beginning on
December 31, 2015
. The December 2015 SARs granted to Ms. Manning and Mr. Néemeh vest fully on November 30, 2020.
|
5.
|
This column reflects the strike price per share of common stock for the SARs granted, which is the closing price of the common stock on
March 6, 2015
and December 1, 2015, the dates the Compensation Committee approved the grants.
|
6.
|
This column reflects the full grant date fair value of PCS units under ASC 718 and the full grant date fair value of SARs under ASC 718 granted to the named executive officers in
2015
. See notes 2 and 3 of the "
Summary Compensation Table
" for a discussion of fair value calculation related to the PCS and SARs respectively. For PCS units with the grant date of
March 6, 2015
, fair value is calculated using the closing price of Company stock of $
90.06
. For SARs with a grant date of
March 6, 2015
, fair value is calculated using the Black-Scholes value of $30.05. For SARs with a grant date of December 1, 2015, fair value is calculated using the Black-Scholes value of $19.55. For additional information on the valuation assumptions, refer to note 16 of the Company’s financial statements in the Form 10-K for the year ended
December 31, 2015
, as filed with the SEC. These amounts reflect the grant date fair value, and do not correspond to the actual value that will be recognized by the named executive officers. For example, the PCS units are subject to specified performance objectives over the performance period, with 33.0% tied to cumulative revenue growth rate, 33.5% tied to three-year operating ROE and 33.5% tied to three-year Relative ROE. The grant date fair value is calculated assuming a target payout. In addition, the value of options, if any, realized by the optionee will not be determined until exercise.
|
OUTSTANDING EQUITY AWARDS AT 2015 YEAR-END
|
||||||||||
Option Awards
1
|
Stock Awards
|
|||||||||
Grant Date
|
Number of Securities of Underlying Unexercised Options
(Exercisable)
2
|
Number of Securities Underlying Unexercised Options (Unexercisable)
|
Equity Incentive Plan Awards: Number of Securities Underlying Unearned Options
|
Option
Exercise
Price
|
Option
Expiration
Date
|
Number
of Shares
or Units
of Stock
That
Have Not
Vested
2
|
Market
Value of
Shares or
Units or
Stock That
Have Not
Vested
2
|
Equity Incentive Plan Awards: Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
3,4
|
Plan Awards: Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested
3,4
|
|
A. Greig Woodring
|
||||||||||
2/20/2007
|
31,058
|
|
|
$59.63
|
2/20/2017
|
|
|
|
|
|
2/20/2008
|
32,225
|
|
|
$56.03
|
2/20/2018
|
|
|
|
|
|
2/18/2009
|
30,127
|
|
|
$32.20
|
2/18/2019
|
|
|
|
|
|
2/19/2010
|
46,392
|
|
|
$47.10
|
2/19/2020
|
|
|
|
|
|
2/22/2011
|
34,061
|
|
|
$59.74
|
2/22/2021
|
|
|
|
|
|
2/28/2012
|
53,991
|
|
|
$56.65
|
2/28/2022
|
|
|
|
|
|
2/21/2013
|
51,177
|
17,060
|
|
$58.77
|
2/21/2023
|
|
|
|
|
|
3/7/2014
|
19,550
|
19,551
|
|
$78.48
|
3/7/2024
|
|
|
31,852
|
$2,724,939
|
|
3/6/2015
|
10,858
|
32,577
|
|
$90.06
|
3/6/2025
|
|
|
30,813
|
$2,636,052
|
|
Jack B. Lay
|
||||||||||
2/19/2010
|
13,743
|
|
|
$47.10
|
2/19/2020
|
|
|
|
|
|
2/22/2011
|
12,489
|
|
|
$59.74
|
2/22/2021
|
|
|
|
|
|
2/28/2012
|
16,197
|
|
|
$56.65
|
2/28/2022
|
|
|
|
|
|
2/21/2013
|
12,764
|
4,255
|
|
$58.77
|
2/21/2023
|
|
|
|
|
|
3/7/2014
|
4,237
|
4,237
|
|
$78.48
|
3/7/2024
|
|
|
6,903
|
$590,552
|
|
3/6/2015
|
2,190
|
6,571
|
|
$90.06
|
3/6/2025
|
|
|
6,215
|
$531,693
|
|
Anna Manning
|
||||||||||
2/20/2007
|
1,181
|
|
|
$59.63
|
2/20/2017
|
|
|
|
|
|
2/20/2008
|
1,705
|
|
|
$56.03
|
2/20/2018
|
|
|
|
|
|
2/18/2009
|
7,056
|
|
|
$32.20
|
2/18/2019
|
|
|
|
|
|
2/19/2010
|
6,336
|
|
|
$47.10
|
2/19/2020
|
|
|
|
|
|
2/22/2011
|
8,326
|
|
|
$59.74
|
2/22/2021
|
|
|
|
|
|
2/28/2012
|
10,563
|
|
|
$56.65
|
2/28/2022
|
|
|
|
|
|
2/21/2013
|
8,407
|
2,803
|
|
$58.77
|
2/21/2023
|
|
|
|
|
|
3/7/2014
|
2,757
|
2,757
|
|
$78.48
|
3/7/2024
|
|
|
4,492
|
$384,291
|
|
3/6/2015
|
2,085
|
6,255
|
|
$90.06
|
3/6/2025
|
|
|
5,916
|
$506,114
|
|
12/1/2015
|
|
153,453
|
|
$93.21
|
12/1/2025
|
|
|
|
|
|
Alain P. Néemeh
|
||||||||||
2/19/2010
|
9,205
|
|
|
$47.10
|
2/19/2020
|
|
|
|
|
|
2/22/2011
|
8,326
|
|
|
$59.74
|
2/22/2021
|
|
|
|
|
|
2/28/2012
|
10,563
|
|
|
$56.65
|
2/28/2022
|
|
|
|
|
|
2/21/2013
|
8,569
|
2,857
|
|
$58.77
|
2/21/2023
|
|
|
|
|
|
3/7/2014
|
2,757
|
2,757
|
|
$78.48
|
3/7/2024
|
|
|
4,492
|
$384,291
|
|
3/6/2015
|
2,085
|
6,255
|
|
$90.06
|
3/6/2025
|
|
|
5,916
|
$506,114
|
|
12/1/2015
|
|
102,302
|
|
$93.21
|
12/1/2025
|
|
|
|
|
|
Donna H. Kinnaird
|
||||||||||
4/2/2012
|
11,198
|
|
|
$59.36
|
4/2/2022
|
|
|
|
|
|
2/21/2013
|
9,413
|
3,138
|
|
$58.77
|
2/21/2023
|
|
|
|
|
|
3/7/2014
|
3,111
|
3,112
|
|
$78.48
|
3/7/2024
|
|
|
5,069
|
$433,653
|
|
3/6/2015
|
2,085
|
6,255
|
|
$90.06
|
3/6/2025
|
|
|
5,916
|
$506,114
|
|
12/1/2015
|
|
|
|
$93.21
|
12/1/2025
|
6,437
|
|
$550,685
|
|
|
1.
|
Prior to February 2011, the Company granted stock options as the form of our long-term equity incentive awards. The terms and conditions of the stock option grants are substantially similar to our SARs grants. The option awards also used an exercise price that was set at the closing price on the day of the award (the date of the February Committee meeting) and also expire 10 years after grant date. The vesting schedule for grants of stock options was five years, no portion of which vested in the first year, and 25% of which vested at the end of each of the four remaining years.
|
2.
|
This column reflects the number of RSUs granted to Ms. Kinnaird in December 2015, which vest fully on January 11, 2017. See discussion of PCS awards and 2015 Special Grants in "Compensation Discussion and Analysis - 2015 Compensation Actions and Results - 2015 Special Grants."
|
3.
|
Stock options vest and become exercisable in four equal annual installments of 25%, on December 31 of the second, third, fourth and fifth years. SARs, which were first granted in 2011, generally vest over four years (25% of which vests at the end of each of the first four years). The SARs granted on December 1, 2015 to Ms. Manning and Mr. Néemeh will fully vest on November 30, 2020.
|
4.
|
These columns reflect the number of shares and estimated market value of grants of PCS. Because the relative return on equity measure is dependent upon public availability of financial results from our peer companies, our performance for the relative return on equity metric will not be approved by the Compensation Committee until late April
2016
, after the filing of this Proxy Statement. Payments will be made in May 2016. These payments will be fully disclosed in our
2017
Proxy Statement. See "
SARs and Option Exercises and Stock Vested in 201
5" for more information on the payout of those awards. SEC rules require disclosure of the number of shares and estimated market value of PCS grants based on the next higher performance measure (target or maximum) that exceeds the previous fiscal year’s performance. Accordingly, the number of shares and estimated market value for the PCS grants made in
2014
are disclosed assuming they are awarded at the target (100%) level and the
2015
are disclosed assuming they are awarded at the target (100%) level. The market or payout value is estimated using the closing price, $85.55, of our common stock on December 31,
2015
. The performance period for the
2013-2015
PCS grant was January 1,
2013
through December 31,
2015
. The performance period for the
2014-2016
PCS grant is January 1,
2014
through
December 31, 2016
. The performance period for the
2015-2017
PCS grant is January 1,
2015
through December 31,
2017
.
|
2015 SARS AND OPTION EXERCISES
|
||||
Name
|
Option and SARs Awards
|
Stock Awards
|
||
Number of
Shares Acquired
on Exercise
|
Value Realized
on Exercise
|
Number of
Shares Acquired
on Vesting
1
|
Value Realized
on Vesting
1
|
|
A. Greig Woodring
2
|
37,911
|
$1,878,773
|
16,653
|
$1,537,405
|
Jack B. Lay
2
|
49,439
|
$2,314,422
|
4,997
|
$461,323
|
Anna Manning
|
---
|
---
|
3,259
|
$300,871
|
Alain P. Néemeh
|
---
|
---
|
3,259
|
$300,871
|
Donna H. Kinnaird
|
---
|
---
|
3,457
|
$319,150
|
1.
|
Since the PCS Relative ROE measure is dependent upon public availability of financial results from our peer companies, our performance for the relative return on equity metric will not be approved by the Compensation Committee until late April
2016
, after the filing of this Proxy Statement. The settlement of PCS awards for the
2013-2015
performance period will not be made until May
2016
, so this information is not currently available.
|
2.
|
Mr. Woodring exercised 37,911 options on August 14, 2015 with an average market value for the shares of $97.04. Mr. Lay exercised 49,439 options on May 7, 2015 with an average market value for the shares of $92.42.
|
2012-2014 PERFORMANCE CONTINGENT SHARE PAYOUT
|
||||
Name
|
Percentage Payout
|
Number of Shares Acquired on Payout
|
Value Realized on Payout
|
|
A. Greig Woodring
|
82.0%
|
16,653
|
$1,537,405
|
|
Jack B. Lay
|
82.0%
|
4,997
|
$461,323
|
|
Anna Manning
|
82.0%
|
3,259
|
$300,871
|
|
Alain P. Néemeh
|
82.0%
|
3,259
|
$300,871
|
|
Donna H. Kinnaird
|
82.0%
|
3,457
|
$319,150
|
RETIREMENT PLAN ACCUMULATED BENEFITS
|
||||
Name
|
Plan Names
|
Years of
Service Credited
|
Present Value
of Accumulated
Benefit
1
|
Payments
During Last
Fiscal Year
|
A. Greig Woodring
|
Performance Pension Plan
|
36
|
$1,280,372
|
---
|
Augmented Benefit Plan
|
36
|
$13,411,398
|
---
|
|
Supplemental Plan
2
|
36
|
$499,535
|
---
|
|
Jack B. Lay
|
Performance Pension Plan
|
24
|
$610,952
|
---
|
Augmented Benefit Plan
|
24
|
$2,649,849
|
---
|
|
Anna Manning
|
Group Pension Plan for Canadian Employees of RGA
|
9
|
$207,728
|
---
|
RGA International Toronto Supplemental Executive Retirement Plan (SERP)
|
9
|
$1,807,741
|
---
|
|
Alain P. Néemeh
|
Group Pension Plan for Canadian Employees of RGA
|
19
|
$449,204
|
---
|
RGA Canada Supplemental Executive Retirement Plan (SERP)
|
19
|
$2,228,583
|
---
|
|
Donna H. Kinnaird
|
Performance Pension Plan
|
3
|
$85,068
|
---
|
Augmented Benefit Plan
|
3
|
$283,053
|
---
|
1.
|
The accumulated benefit for the U.S. plans is based on service and compensation (as described above) considered by the plans for the period through December 31, 2015. The present value has been calculated assuming the earliest retirement age at which the participant can elect an unreduced benefit. For additional discussion of the assumptions, see note 10 of the Company’s financial statements in the Form 10-K for the year ended December 31, 2015, as filed with the SEC. As described in such note, the interest assumptions for the qualified pension plan, the augmented benefit plan and the supplemental plan are 4.13%, 3.73% and 3.83%, respectively.
|
2.
|
Until January 1, 1994, we also maintained an Executive Supplemental Retirement Plan (the "Supplemental Plan"), a nonqualified defined benefit plan pursuant to which eligible executive officers are entitled to receive additional retirement benefits. Benefits under the Supplemental Plan were frozen as of January 1, 1994. The frozen annual benefit payable upon retirement at age 65 is $3,060 for Mr. Woodring. Retirement benefits under the Supplemental Plan are payable at age 65 in the form of a 15-year certain life annuity, with no direct or indirect integration with Social Security benefits.
|
2015 NONQUALIFIED DEFERRED COMPENSATION
|
|||||
Name
|
Executive
Contributions
in Last FY
1
|
Registrant
Contributions
in Last FY
2
|
Aggregate
Earnings in
Last FY
3
|
Aggregate
Withdrawals/
Distributions
4
|
Aggregate
Balance
at Last FYE
5
|
A. Greig Woodring
|
---
|
$35,513
|
$2,619
|
---
|
$1,152,779
|
Jack B. Lay
|
$74,277
|
$35,515
|
$50,024
|
(20,792)
|
$1,675,907
|
Anna Manning
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Alain P. Néemeh
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
Donna H. Kinnaird
|
---
|
$27,613
|
$4,261
|
---
|
$94,977
|
1.
|
The amounts in this column are also included in the Summary Compensation Table in the salary column (i.e., contributions to the EDSP).
|
2.
|
The amounts in this column reflect 2014 contributions credited to the participant’s account during 2015. For reasons related to the timing of the contributions, the amounts will not match the amounts in the Summary Compensation Table’s "All Other Compensation" column, which are contributions for
2015
credited in
2016
. All amounts represent contributions in the Augmented Plan except for Mr. Lay – $
25,368
and Ms. Kinnaird – $19,723, which was a contribution to the EDSP.
|
3.
|
Reflects earnings credited to the participant’s account during
2015
in connection with the investment selections chosen from time to time by the participant. Mr. Woodring’s amounts represents earnings exclusively in the Augmented Plan. Amounts for Mr. Lay and Ms. Kinnaird represent earnings in the Augmented and EDSP plans.
|
4.
|
The amount in this column represents a distribution to Mr. Lay from his EDSP account in compliance with IRS regulations that govern non-qualified plans.
|
5.
|
The aggregate balance at last fiscal year-end column reflects the following amounts that were reported in the Summary Compensation Table in previous years: Mr. Woodring – $
1,114,647
; Mr. Lay – $
1,536,883
, Ms. Kinnaird – $
63,104
.
|
VALUE OF EQUITY AWARDS UPON CHANGE OF CONTROL
|
||||
Name
|
Change of Control
|
Disability or Death
|
||
Options/SARs
|
PCS/RSU
(full award at target)
|
Options/SARs
|
PCS/RSU
(pro rata)
|
|
A. Greig Woodring
|
$595,092
|
$5,360,991
|
$595,092
|
$2,695,313
|
Jack B. Lay
|
$143,904
|
$1,122,245
|
$143,904
|
$570,934
|
Anna Manning
|
$94,556
|
$890,404
|
$94,556
|
$424,894
|
Alain P. Néemeh
|
$96,002
|
$890,404
|
$96,002
|
$424,894
|
Donna H. Kinnaird
|
$106,037
|
$939,767
1
|
$106,037
|
$1,008,490
1
|
1.
|
Includes the number of Restricted Share Units granted to Ms. Kinnaird on December 1, 2015, which vest fully on January 11, 2017. See discussion of PCS awards and 2015 Special Grants in "Compensation Discussion and Analysis - 2015 Compensation Actions and Results - 2015 Special Grants."
|
|
•
|
Deloitte’s status as a registered public accounting firm with the PCAOB, as required by Sarbanes-Oxley and the Rules of the PCAOB;
|
•
|
Deloitte’s independence and its processes for maintaining its independence;
|
•
|
the results of the independent review of the firm’s quality control system;
|
•
|
the key members of the engagement team for the audit of the Company’s financial statements;
|
•
|
Deloitte’s approach to resolving significant accounting and auditing matters including consultation with the firm’s national office; and
|
•
|
Deloitte’s reputation for integrity and competence in the fields of accounting and auditing.
|
AUDITOR FEES
|
|||
Fee
|
Fiscal Year
|
||
2015
|
2014
|
||
Audit Fees
1
|
$7,850,488
|
$7,424,899
|
|
Audit Related Fees
2
|
430,000
|
|
430,527
|
Total audit and audit-related fees
|
8,280,488
|
|
7,855,426
|
Tax Fees
3
|
55,848
|
|
210,827
|
Other
4
|
—
|
|
166,850
|
Total Fees
|
$8,336,336
|
$8,233,103
|
1.
|
Includes fees for the audit of our Company’s and its subsidiaries’ annual financial statements, reviews of our quarterly financial statements and Sarbanes-Oxley Section 404 attestation.
|
2.
|
Includes fees for services rendered by Deloitte for matters such as assistance with internal control reporting requirements, certain accounting consultations on potential acquisition and reinsurance transactions and services associated with SEC registration statements, periodic reports and securities offerings.
|
3.
|
Includes fees for tax services rendered by Deloitte such as consultation related to tax planning and compliance.
|
4.
|
Includes fees for other types of permitted services rendered by Deloitte for matters such as non-attest related assessments in 2014.
|
|
BENEFICIAL OWNERSHIP AS OF DECEMBER 31, 2015
|
||
Beneficial Owner
|
Amount and Nature of
Beneficial Ownership
1
|
Percent of
Class
2
|
Significant Shareholders
|
|
|
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055
|
4,863,667
3
|
7.46%
|
FMR LLC
245 Summer Street
Boston, MA 02210
|
4,648,311
4
|
7.13%
|
Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
|
4,606,902
5
|
7.07%
|
Directors, Nominees and Named Executive Officers:
|
|
|
Non-Employee Directors
|
|
|
William J. Bartlett
|
16,362
|
*
|
Arnoud W.A. Boot
|
6,962
|
*
|
John F. Danahy
|
13,862
6
|
*
|
Christine R. Detrick
|
3,287
|
*
|
J. Cliff Eason
|
15,825
|
*
|
Alan C. Henderson
|
24,858
7
|
*
|
Joyce A. Phillips
|
3,287
|
*
|
Frederick J. Sievert
|
16,662
|
*
|
Stanley B. Tulin
|
6,737
|
*
|
Named Executive Officers
|
|
|
A. Greig Woodring
|
481,775
8
|
*
|
Jack B. Lay
|
101,156
9
|
*
|
Anna Manning
|
56,491
10
|
*
|
Alain P. Néemeh
|
72,384
11
|
*
|
Donna H. Kinnaird
|
27,833
12
|
*
|
All directors and executive officers as a group (17 persons)
|
959,738
13
|
1.47%
|
1.
|
For purposes of this table, "beneficial ownership" is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have "beneficial ownership" of any shares of common stock that such person has the right to acquire within 60 days. For computing the percentage of the class of securities held by each person or group of persons named above, any shares which such person or persons has the right to acquire within 60 days (as well as the shares of common stock underlying fully vested stock options or SARs) are deemed to be outstanding for the purposes of computing the percentage ownership of such person or group but are not deemed to be outstanding for the purposes of computing the percentage ownership of any
|
2.
|
Unless otherwise indicated, each named person has sole voting and investment power over the shares listed as beneficially owned and none of the shares listed are pledged as security.
|
3.
|
As reported on Schedule 13G/A filed January 27, 2016, Blackrock, Inc. and its subsidiaries have sole voting and dispositive power over all the beneficially owned shares.
|
4.
|
As reported on a Schedule 13G/A filed February 12, 2016, FMR LLC shares dispositive voting power with certain of its subsidiaries and affiliates and other companies, including FIAM LLC, Fidelity Institutional Asset Management Trust Company, FMR Co., Inc. and Strategic Advisers, Inc.
|
5.
|
As reported on Schedule 13G/A filed February 10, 2016, The Vanguard Group shares dispositive voting power of 43,551 shares with Vanguard Fiduciary Trust Company, its wholly-owned subsidiary and 7,300 shares with Vanguard Investments Australia, Ltd., its wholly-owned subsidiary.
|
6.
|
Includes for Mr. Danahy 13,862 shares owned by John F. Danahy 2015 Grantor Retained Annuity Trust, of which Mr. Danahy is trustee.
|
7.
|
Includes for Mr. Henderson 3,000 shares owned by Bess L. Henderson Trust, of which Mr. Henderson is trustee and primary beneficiary.
|
8.
|
Includes for Mr. Woodring 309,439 shares of common stock subject to stock options and/or SARs that are exercisable within 60 days.
|
9.
|
Includes for Mr. Lay 61,620 shares of common stock subject to stock options and/or SARs that are exercisable within 60 days. Mr. Lay shares voting and investment power for all of the shares with his spouse.
|
10.
|
Includes for Ms. Manning 48,416 shares of common stock subject to stock options and/or SARs that are exercisable within 60 days.
|
11.
|
Includes for Mr. Néemeh 41,505 shares of common stock subject to stock options and/or SARs that are exercisable within 60 days.
|
12.
|
Includes for Ms. Kinnaird 25,807 shares of common stock subject to stock options and/or SARs that are exercisable within 60 days.
|
13.
|
Includes a total of 486,787 shares of common stock subject to stock options and/or SARs that are exercisable within 60 days.
|
Position
|
Share Ownership Requirement
|
Chief Executive Officer
|
85,000 shares
|
President
|
85,000 shares
|
Senior Executive Vice President
|
36,000 shares
|
Executive Vice President and Senior Vice President
|
2,500 – 23,000 shares
|
|
•
|
Vote again by telephone or at the Internet website.
|
•
|
Mail a revised proxy card or voting instruction form that is dated later than the prior one.
|
•
|
Vote in person at the Annual Meeting.
|
•
|
Notify the Company’s Corporate Secretary in writing that a prior proxy is revoked or voting instructions are changed.
|
●
|
This Proxy Statement and our 2015 Annual Report to Shareholders;
|
●
|
Our Principles of Ethical Business Conduct, Directors’ Code of Conduct and Financial Management Code of Professional Conduct (see page
10
);
|
●
|
Our Board’s Corporate Governance Guidelines and charters for the Audit, Compensation, Nominating and Governance and Finance, Investment and Risk Management Committees. The committee charters include a detailed description of the roles and responsibilities of each committee (see page
13
);
|
●
|
The process by which interested parties and shareholders can communicate with our directors and the Board; and
|
●
|
Additional financial information can be found in the Quarterly Financial Supplement on the Investor Relations portion of the website in the "Quarterly Results" tab in the "Featured Report" section.
|
Shareholder Request
|
RGA Contact
|
A copy of any of the codes of conduct or governance documents described above
|
Investor Relations
|
A copy of our Articles of Incorporation, Bylaws, this Proxy Statement, form of proxy card and our Annual Report to Shareholders
|
Corporate Secretary
|
Interested parties and shareholders may communicate directly with our Chairman of the Board, Mr. Eason
|
General Counsel
|
|
Reinsurance Group of America, Incorporated and Subsidiaries
|
|||||||||||
Reconciliation of Consolidated Net Income to Operating Income
|
|||||||||||
(Dollars in thousands)
|
|||||||||||
(Unaudited)
|
|||||||||||
|
|
Twelve Months Ended December 31
|
|
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
|||
GAAP net income
|
$502,166
|
|
$684,047
|
|
$418,837
|
|
|
||||
Reconciliation to operating income:
|
|
|
|
|
|
|
|
||||
Capital (gains) losses, derivatives and other, included in investment related (gains) losses, net
|
30,020
|
|
|
(64,625
|
)
|
|
103,495
|
|
|
|
|
Capital (gains) losses on funds withheld, included in investment income
|
(10,640
|
)
|
|
(8,590
|
)
|
|
(8,345
|
)
|
|
|
|
Embedded derivatives:
|
|
|
|
|
|
|
|
||||
|
Included in investment related (gains) losses, net
|
85,789
|
|
|
(44,941
|
)
|
|
(137,948
|
)
|
|
|
|
Included in interest credited
|
(8,178
|
)
|
|
(274
|
)
|
|
(51,330
|
)
|
|
|
DAC offset, net
|
(31,996
|
)
|
|
72,721
|
|
|
63,966
|
|
|
|
|
Non-investment derivatives
|
(77
|
)
|
|
(289
|
)
|
|
---
|
|
|
|
|
Gain on repurchase of collateral finance facility securities
|
---
|
|
---
|
|
(30,229
|
)
|
|
|
|||
|
Operating income
|
$567,084
|
|
$638,049
|
|
$358,446
|
|
|
|||
|
|
Twelve Months Ended December 31
|
|
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|
|
|||
Diluted earnings per share from operating income
|
$8.43
|
|
$9.12
|
|
$4.95
|
|
|
||||
Earnings per share from net income:
|
|
|
|
|
|
|
|
||||
|
Basic earnings per share
|
$7.55
|
|
$9.88
|
|
$5.82
|
|
|
|||
|
Diluted earnings per share
|
$7.46
|
|
$9.78
|
|
$5.78
|
|
|
|||
Weighted average number of common and common
|
|
|
|
|
|
|
|
||||
|
equivalent shares outstanding (diluted)
|
67,292
|
|
|
69,962
|
|
|
72,461
|
|
|
|
|
|
At December 31
|
|||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||
Common shares outstanding
|
65,205
|
|
|
68,773
|
|
|
70,768
|
|
|
73,927
|
|
Book value per share outstanding
|
$94.09
|
|
$102.13
|
|
$83.87
|
|
$93.47
|
||||
|
Less effective of FAS115
|
$14.35
|
|
$23.63
|
|
$11.59
|
|
$25.40
|
|||
|
Less effect of CTA
|
$(2.78)
|
|
$1.19
|
|
$2.93
|
|
$3.62
|
|||
|
Less effect of pension benefit
|
$(0.71)
|
|
$(0.72)
|
|
$(0.31)
|
|
$(0.50)
|
|||
Book value per share outstanding, before impact of AOCI
|
$83.23
|
|
$78.03
|
|
$69.66
|
|
$64.95
|
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