|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
On December 20, 2016, the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) appointed
Anna Manning as Chief Executive Officer of the Company effective January 1, 2017. As previously reported, A. Greig Woodring will resign as Chief Executive Officer of the Company effective December 31, 2016. Mr. Woodring will also
resign from the Board on that date.
The Board appointed Ms. Manning, 58, as President of the Company effective December 1, 2015 with the
expectation that Ms. Manning would also be appointed as Chief Executive Officer in connection with Mr. Woodring’s expected retirement in late 2016. As a result, Ms. Manning will serve as President and Chief Executive Officer of
the Company as of January 1, 2017. Ms. Manning currently serves as a member of the Company’s Executive Council and was elected to the Board effective January 1, 2016. Prior to Ms. Manning’s appointment as President of
the Company in December 2015, she served as Senior Executive Vice President, Global Structured Solutions. In that role, she was responsible for the Company’s transactional businesses, including its Global Financial Solutions and Global
Acquisitions units. From January 2011 through December 2014 she served as Executive Vice President and Head of U.S. and Latin American Markets. In that position, she was responsible for all operations within the United States, South American and
Latin American markets, including business development, pricing, underwriting, medical, claims and operations. Until January 2011, Ms. Manning was Executive Vice President and Chief Operating Officer for RGA International Corporation. Prior to
joining the Company in 2007, she was a senior consultant in the Toronto office of Towers Perrin’s Tillinghast insurance consulting practice, where she provided consulting services to insurance companies in the areas of mergers and acquisitions,
financial reporting, product development and value-added performance measurements. Before joining Tillinghast, Ms. Manning was with Manulife Financial.
As previously reported, pursuant to an offer letter between the Company and Ms. Manning (the “Offer Letter”), she will receive an annual base
salary of $950,000 in connection with her appointment as Chief Executive Officer. She will continue to participate in the Company’s Annual Bonus Plan (“ABP”) and her target bonus will be 130% of base salary, with potential payouts
under this award ranging from zero to $2,470,000. The terms and conditions of the current ABP were previously reported under “Compensation Discussion & Analysis – 2015 Compensation Actions and Results – Compensation Element
#2 – Annual Bonus Plan” in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2016 (the “Proxy Statement”).
Ms. Manning’s long-term incentive program target will be a fixed amount of $3,245,000. Her 2017 grant is expected to be allocated 75% to Performance
Contingent Shares (“PCS”) and 25% to Stock Appreciation Rights (“SARs”). The terms and conditions of prior PCS and SARs awards under the Company’s long-term incentive program were previously reported under “Compensation
Discussion & Analysis – 2015 Compensation Actions and Results – Compensation Element #3 – Performance Contingent Shares” and “– Compensation Element #4
2
– Stock Appreciation Rights” in the Proxy Statement. The Company’s future proxy statements will provide descriptions of any changes to the Company’s ABP, PCS and SARs awards.
The foregoing description of Ms. Manning’s compensation and equity grants provided in the Offer Letter does not purport to be complete and is qualified in its entirety by reference to the Offer Letter, which is filed as Exhibit 10.1 to
this Current Report on Form
8-K
and incorporated by reference herein.
On December 21, 2016, the Company
entered into a letter agreement (the “Consulting Agreement”) with Mr. Woodring pursuant to which Mr. Woodring will provide consultancy services to the Company for a twelve-month period beginning January 3, 2017 for an annual
fee of $500,000. The Consulting Agreement will automatically renew for
six-month
periods following expiration of the initial twelve-month period until the engagement is terminated. The foregoing description of
the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the Consulting Agreement, which is filed as Exhibit 10.2 to this Current Report on Form
8-K
and
incorporated by reference herein.
On December 20, 2016, the Board appointed Alain Néemeh as Senior Executive Vice
President, Chief Operating Officer of the Company effective January 1, 2017. Mr. Néemeh, 49, is currently Senior Executive Vice President, Global Life and Health Markets, a position he has held since 2014, and a member of the
Company’s Executive Council. From 2006 to 2014, Mr. Néemeh was President and Chief Executive Officer of RGA Life Reinsurance Company of Canada and served as Executive Vice President of Operations and Chief Financial Officer of that
entity from 2001 until 2006. In addition, commencing in 2012 Mr. Néemeh assumed executive responsibility for the Company’s Australia and New Zealand operations. He joined the Company in 1997 from KPMG LLP, where he provided audit
and other services to a variety of clients in the financial services, manufacturing and retail sectors.
As previously reported, Donna Kinnaird, the
Company’s current Senior Executive Vice President, Chief Operating Officer, will retire on January 31, 2017. Effective January 1, 2017, Ms. Kinnaird will hold the title of Senior Executive Vice President until her retirement.
On December 19, 2016, Jack Lay resigned as Senior Executive Vice President of the Company effective December 30, 2016. As previously reported,
Mr. Lay relinquished the title of Chief Financial Officer effective May 1, 2016 in anticipation of his retirement at the end of 2016.