REINSURANCE GROUP OF AMERICA INC (RGA)
Sector: Financials
2026 Annual Meeting Analysis
REINSURANCE GROUP OF AMERICA INC · Meeting: May 20, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Albo joined in 2019 and has relevant insurance industry experience as CEO of Hamilton Insurance Group; RGA's 3-year TSR of 65.8% trails the peer median by only 0.7 percentage points, well below the 65-point trigger threshold for a strong-positive-TSR company, so no performance flag applies.
Babej joined the board in March 2026, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings relevant global financial services and banking experience.
Bang joined in 2023 and has relevant asset management and financial services experience; RGA's relative TSR performance is well within policy thresholds, and no other flags apply.
Cheng is the CEO and joined the board in 2023; the TSR trigger does not fire given only a 0.7 percentage-point gap versus the peer median against a 65-point threshold, and his qualifications as a long-tenured RGA executive and actuary are directly relevant.
Gauthier has served since 2018 and brings deep insurance investment and financial services expertise; RGA's 3-year TSR gap of -0.7 percentage points versus the peer median is far below the 65-point trigger threshold required for a company with strong-positive absolute TSR.
Guinn has served since 2016 and is a Fellow of the Society of Actuaries with over 40 years of insurance industry experience; the TSR trigger does not fire and she chairs the Audit Committee with appropriate financial expertise.
McNeilage has served since 2018 and brings actuarial, asset management, and cybersecurity credentials directly relevant to RGA's business; the TSR trigger does not apply and she attended all required meetings.
O'Hearn has served as independent Board Chair since 2020 and is a CPA and former PwC Global Insurance Leader with 26 years of audit partner experience, making him highly qualified; the TSR trigger does not apply.
Rand joined in 2024, which is within the 24-month new-director exemption window, and she brings deep CFO and CPA experience from Primerica directly relevant to the audit committee role she holds.
Thomas has served since 2021 and brings institutional asset management and capital markets expertise; the TSR trigger does not apply and no other flags are present.
Tran has served since 2022 and has extensive insurance, investment, and executive leadership experience from Pacific Life and Aviation Capital Group; the TSR trigger does not apply.
Van Wyk has served since 2019 and brings deep technology and cybersecurity expertise as a former Group CIO of HSBC; the TSR trigger does not apply and his skills are highly relevant to the Cybersecurity and Technology Committee he chairs.
All 12 director nominees receive a FOR vote. RGA's 3-year stock return of 65.8% trails the compensation peer group median by only 0.7 percentage points — far below the 65-percentage-point underperformance threshold required to trigger a vote against directors at a company with strong-positive absolute returns. The board is 92% independent, has an independent chair, fully independent committees, annual elections, and a comprehensive skills matrix. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Tony Cheng
Total Comp
$13,063,229
Prior Support
94%%
CEO Tony Cheng received total compensation of approximately $13.1 million in 2025, which is reasonable for the CEO of a $13.7 billion market-cap global reinsurer in the Financial Services sector. Pay mix is strong: base salary represents only 16.6% of average named executive officer target compensation, with the remaining 83.4% variable and performance-based, well above the 50-60% variable pay threshold required by policy. The long-term incentive program uses multi-year (3-year) financial metrics — adjusted return on equity and book value per share growth — with a relative total shareholder return modifier, which are appropriate long-term measures. The 2023-2025 performance stock award cycle paid out at 155.5% of target based on genuine outperformance of financial goals, consistent with RGA's strong operating results. The company has robust clawback policies (both a mandatory NYSE policy and a voluntary supplemental policy), and prior Say on Pay support was 94%, well above the 70% threshold that would require a response. No pay-for-performance misalignment exists: RGA's 3-year TSR of 65.8% is essentially in line with the peer group median of 66.5%, and variable pay outcomes reflect actual operating performance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
26 yrs
Audit Fees
$14,700,000
Non-Audit Fees
$1,100,000
Deloitte has audited RGA since 2000, a tenure of approximately 26 years that technically exceeds the 25-year threshold in the voting policy. However, the proxy discloses meaningful mitigants: the lead engagement partner was rotated beginning with the 2023 audit (within the mandatory five-year SEC rotation requirement), and the audit committee provides a specific rationale centered on Deloitte's deep insurance industry expertise and long-term knowledge of RGA's complex global reinsurance operations. Non-audit fees total approximately $1.1 million (audit-related fees of $1.0 million plus tax fees of $0.1 million) against core audit fees of $14.7 million, a ratio of roughly 7.5%, well below the 50% threshold that would raise independence concerns. Given the disclosed partner rotation and the compelling audit-committee rationale, the tenure trigger is not sufficient standing alone to override a FOR vote.
Overall Assessment
RGA's 2026 annual meeting ballot is straightforward with no significant governance concerns. All 12 directors receive FOR votes because RGA's stock performance is essentially in line with its compensation peer group, the board is highly independent and well-qualified, and no overboarding or attendance issues were identified. The Say on Pay vote receives FOR based on a well-structured pay program with strong variable pay mix, appropriate long-term metrics, and 94% prior-year shareholder support; auditor ratification receives FOR despite Deloitte's 26-year tenure because the proxy discloses recent lead partner rotation and a compelling audit committee rationale, and non-audit fees are well within acceptable limits.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing