RGA Files 8-K: Board Changes and Compensation Details

TL;DR

RGA filed an 8-K on Aug 5 detailing board/exec comp changes. No specific numbers yet.

AI Summary

On August 5, 2024, Reinsurance Group of America, Incorporated (RGA) filed an 8-K report detailing changes in its board of directors and executive compensation arrangements. The filing also includes financial statements and exhibits, though specific financial figures or new appointments are not detailed in the provided text.

Why It Matters

Changes in a company's board and executive compensation can signal shifts in strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate governance and compensation information, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

• Reinsurance Group of America, Incorporated (company) — Registrant
• August 5, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 RGA New York Stock Exchange 5.75%
• $750,000 — r") he will receive an annual salary of $750,000. He will participate in the Company's A
• $1,000,000 — e restricted stock unit award valued at $1,000,000, with such award vesting in full on Jul

Filing Documents

• d859356d8k.htm (8-K) — 32KB
• d859356dex101.htm (EX-10.1) — 16KB
• d859356dex102.htm (EX-10.2) — 32KB
• d859356dex103.htm (EX-10.3) — 28KB
• d859356dex104.htm (EX-10.4) — 28KB
• g859356g0803094757632.jpg (GRAPHIC) — 1KB
• 0001193125-24-193427.txt ( ) — 334KB
• rga-20240805.xsd (EX-101.SCH) — 4KB
• rga-20240805_def.xml (EX-101.DEF) — 13KB
• rga-20240805_lab.xml (EX-101.LAB) — 23KB
• rga-20240805_pre.xml (EX-101.PRE) — 14KB
• d859356d8k_htm.xml (XML) — 7KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 5, 2024 REINSURANCE GROUP OF AMERICA, INCORPORATED (Exact Name of Registrant as Specified in its Charter) Missouri 1-11848 43-1627032 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 16600 Swingley Ridge Road , Chesterfield , Missouri 63017 (Address of Principal Executive Offices, and Zip Code) Registrant's telephone number, including area code: (636) 736-7000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 RGA New York Stock Exchange 5.75% Fixed-To-Floating Rate Subordinated Debentures due 2056 RZB New York Stock Exchange 7.125% Fixed-Rate Reset Subordinated Debentures due 2052 RZC New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter): Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously announced, Reinsurance Group of America, Incorporated (the "Company") appointed Axel Andr as Executive Vice President, Chief Financial Officer effective August 5, 2024. Todd Larson resigned as Senior Executive Vice President and Chief Financial Officer on such date and will remain employed by the Company until December 31, 2024, serving as Special Advisor to Tony Cheng, the Company's President and Chief Executive Officer. Mr. Andr, 48, has served as the Company's Executive Vice President, Finance since June 24, 2024. He served as Executive Vice President and Chief Financial Officer of American Equity Investment Life Holding Company from September 2021 until May 2024 and was Executive Vice President and Chief Financial Officer of Jackson Financial Inc. from February 2020 until February 2021. Mr. Andr served in various roles at AIG Life & Retirement (now Corebridge Financial) from 2013 until 2020 and was previously Managing Director, Global Insurance Strategies at Goldman, Sachs & Co. He received a M.Sci from Imperial College (University of London) and a PhD in Physics from Harvard University. Pursuant to an offer letter between the Company and Mr. Andr (the "Offer Letter") he will receive an annual salary of $750,000. He will participate in the Company's Annual Bonus Plan ("ABP") and his target bonus will be 150% of his annual salary. The potential amount of the ABP payout in 2024 will be prorated based on his start date. All potential payouts under ABP awards will range from zero to a maximum of two times the target bonus. The terms and conditions of the Company's current ABP were previously reported under "Compensation Discussion and Analysis" in the Company's proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2024 (the "Compensation Disclosures"). The Offer Letter also provides that Mr. Andr will participate in the Company's long-term incentive program and his target award grant will be 400% of base salary. Due to the timing of his start date, Mr. Andr was granted a one-time award of: restricted stock units valued at $750,000 and stock appreciation rights valued at $750,000, with each award vesting in part over time until December 31, 2026. He also received a one-time restricted stock unit award valued at $1,000,000, with such award vesting in full on July 24, 2027. The terms and conditions of prior Company long-term incentive awards were previously reported in the Compensation Disclosures. The Company's future proxy statements will provide descriptions of any changes to the Company's long-term incentive awards. The foregoing description of Mr. Andr's compensation does not purpo

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View this 8-K filing on SEC EDGAR