RGA Reinsurance Group of America Inc

On January 4, 2023, the Board of Directors (the “Board”) of Reinsurance Group of America, Incorporated (the “Company”) announced the appointment of Tony Cheng as Company President. Anna Manning, Company Chief Executive Officer, relinquished the title of President on such date. The Board also announced that Ms. Manning is expected to retire and relinquish the title of Chief Executive Officer on December 31, 2023, at which time the Board plans to appoint Mr. Cheng as Chief Executive Officer. On January 4, 2023, the Board also appointed Mr. Cheng as a director.

Tony Cheng, 48, serves as a member of the Company’s Executive Committee and was previously Executive Vice President, Head of Asia, Australia and EMEA. He joined the Company in 1997 as Chief Actuary of Malaysian Life Reinsurance Group Berhad, the Company’s joint venture with the Life Insurance Association of Malaysia. In 2004, Mr. Cheng was named Chief Executive Officer of the Hong Kong office, responsible for all business activity in Hong Kong and Southeast Asia. In 2011 he was appointed Senior Vice President, Asia, an expanded role incorporating overall management of the Company’s Asia operations. In 2021 Mr. Cheng assumed responsibility for the Company’s Australia and EMEA operations. He will continue to provide executive leadership to EMEA, Asia and Australia while assuming his new responsibilities as President.

Offer Letter

Pursuant to an offer letter between the Company and Mr. Cheng (the “Offer Letter”) he will receive an annual salary of $750,000 as President, which will increase to $950,000 upon his appointment as Chief Executive Officer. He will continue to participate in the Company’s Annual Bonus Plan (“ABP”) and his target bonus will be 150% of his annual salary as President, with potential payouts under this award ranging from zero to $2,250,000. New ABP goals will be established in his role as President. Upon appointment to the role of Chief Executive Officer, the Offer Letter provides that Mr. Cheng’s ABP target will increase to 175% of annual salary. The terms and conditions of the current ABP were previously reported under “Compensation Discussion and Analysis” and “Compensation Tables and Other Matters” in the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2022 (together with analogous disclosures in previous proxy statements for the Company’s annual meetings of shareholders, the “Compensation Disclosures”).

The Offer Letter also provides that Mr. Cheng will continue to participate in the Company’s long-term incentive program and his target award grant for 2023 will be $2,062,500, allocated to performance contingent shares (“PCS”), restricted stock units (“RSU”) and stock appreciation rights (“SAR”) in amounts to be determined by the Board’s Human Capital and Compensation Committee. Upon appointment to the role of Chief Executive Officer, the Offer Letter provides that his long-term incentive program target will be $5,700,000. The terms and conditions of prior PCS, RSU and SAR awards were previously reported in the Compensation Disclosures. The Company’s future proxy statements will provide descriptions of any changes to the Company’s ABP, PCS, RSU and SAR awards.

The Offer Letter terminates Mr. Cheng’s employment agreement (the “Employment Agreement”) with a Company affiliate, effective upon his relocation to St. Louis, Missouri pursuant to the terms of the Offer Letter. The Offer Letter also provides that Mr. Cheng’s compensation as Chief Executive Officer is contingent upon Board approval. The foregoing description of Mr. Cheng’s compensation 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 (this “Current Report”) and incorporated by reference herein.

Directorship

There are no arrangements or understandings between Mr. Cheng and any other person pursuant to which he was appointed as a director. As described above, Mr. Cheng has entered into the Offer Letter, which is incorporated by reference herein. In addition to the compensation described in the Offer Letter, Mr. Cheng is party to the Employment Agreement and as an executive employee of the Company has been granted incentive compensation awards and participates in certain employee health and welfare benefit plans, all as described in the Compensation Disclosures. Mr. Cheng will not receive compensation for serving as a director and is not expected to serve on any committees of the Board.

In connection with his appointment to the Board, Mr. Cheng will enter into a Directors’ Indemnification Agreement with the Company effective January 4, 2023. The form of Directors’ Indemnification Agreement is filed as Exhibit 10.2 to this Current Report and incorporated by reference herein.

Other than as described in this Current Report, the Company is not aware of any transactions, or currently proposed transactions, to which the Company or any of its subsidiaries was or is to be a participant since January 1, 2022, in which the amount involved exceeds $120,000 and in which Mr. Cheng had, or will have, a direct or indirect material interest.