UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 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 André 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. André, 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. André 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. André (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. André 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. André 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. André’s compensation does not purport to be complete and is qualified in its entirety by reference to (i) the Offer Letter, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”), (ii) the Stock Appreciation Rights Award Agreement, which is filed as Exhibit 10.2 to this Current Report, (iii) the Restricted Stock Unit Agreement, which is filed as Exhibit 10.3 to this Current Report and (iv) the Restricted Stock Unit Agreement, which is filed as Exhibit 10.4 to this Current Report, each of which is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following documents are filed as exhibits to this report:
| 10.1 | Offer Letter, dated April 25, 2024, between the Company and Axel André. | |
| 10.2 | Stock Appreciation Rights Award Agreement, dated July 24, 2024 between the Company and Axel André. | |
| 10.3 | Restricted Stock Unit Agreement, dated July 24, 2024 between the Company and Axel André. | |
| 10.4 | Restricted Stock Unit Agreement, dated July 24, 2024, between the Company and Axel André. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| REINSURANCE GROUP OF AMERICA, INCORPORATED | ||||||
| Date: August 5, 2024 | By: | /s/ Axel André | ||||
| Axel André | ||||||
| Executive Vice President, Chief Financial Officer | ||||||