Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 9.48M
2: EX-10.3 Material Contract HTML 63K
3: EX-10.6 Material Contract HTML 89K
4: EX-21.1 Subsidiaries List HTML 66K
5: EX-23.1 Consent of Expert or Counsel HTML 55K
6: EX-24.1 Power of Attorney HTML 74K
11: EX-97 Clawback Policy re: Recovery of Erroneously HTML 78K Awarded Compensation
7: EX-31.1 Certification -- §302 - SOA'02 HTML 61K
8: EX-31.2 Certification -- §302 - SOA'02 HTML 61K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 58K
10: EX-32.2 Certification -- §906 - SOA'02 HTML 58K
17: R1 Document and Entity Information Document HTML 110K
Information
18: R2 Document and Entity Address HTML 65K
19: R3 Document and Entity Information Document and HTML 68K
Entity Information Entity Listing
20: R4 Consolidated Balance Sheets HTML 192K
21: R5 Consolidated Balance Sheets Parenthetical HTML 77K
22: R6 Consolidated Statements of Income HTML 150K
23: R7 Consolidated Statements of Comprehensive Income HTML 106K
24: R8 Consolidated Statements of Stockholders' Equity HTML 164K
25: R9 Consolidated Statements of Stockholders' Equity HTML 58K
(Parenthetical)
26: R10 Consolidated Statements of Cash Flows HTML 203K
27: R11 Consolidated Statements of Cash Flows Consolidated HTML 60K
Statements of Cash Flows Parenthetical
28: R12 Business and Basis of Presentation HTML 70K
29: R13 Significant Accounting Policies and Pronouncements HTML 157K
30: R14 Impact of New Accounting Standard HTML 605K
31: R15 Earnings Per Share HTML 76K
32: R16 Future Policy Benefits HTML 474K
33: R17 Policyholder Account Balances HTML 249K
34: R18 Unpaid Claims and Claim Expense Short Duration HTML 292K
Contracts
35: R19 Market Risk Benefits HTML 96K
36: R20 Deferred Policy Acquisition Costs HTML 129K
37: R21 Reinsurance HTML 110K
38: R22 Investments HTML 634K
39: R23 Derivative Instruments HTML 285K
40: R24 Fair Value of Assets and Liabilities HTML 563K
41: R25 Income Tax HTML 179K
42: R26 Employee Benefit Plans HTML 256K
43: R27 Financial Condition and Net Income on a Statutory HTML 103K
Basis - Significant Subsidiaries
44: R28 Commitments Contingencies and Guarantees HTML 79K
45: R29 Debt HTML 112K
46: R30 Segment Information HTML 184K
47: R31 Equity HTML 237K
48: R32 Equity Based Compensation HTML 116K
49: R33 New Accounting Standards Not Yet Adopted HTML 63K
50: R34 Quarterly Results of Operations HTML 90K
51: R35 Summary of Investments Other Than Investments in HTML 86K
Related Parties
52: R36 Condensed Financial Information of The Registrant HTML 160K
53: R37 Supplementary Insurance Information HTML 224K
54: R38 Supplemental Schedule of Reinsurance HTML 152K
55: R39 Valuation and Qualifying Accounts HTML 87K
56: R40 Pay vs Performance Disclosure HTML 68K
57: R41 Insider Trading Arrangements HTML 62K
58: R42 Significant Accounting Policies and Pronouncements HTML 618K
(Policies)
59: R43 Impact of New Accounting Standard (Tables) HTML 597K
60: R44 Earnings Per Share (Tables) HTML 75K
61: R45 Future Policy Benefits (Tables) HTML 480K
62: R46 Policyholder Account Balances (Tables) HTML 251K
63: R47 Unpaid Claims and Claim Expense Short Duration HTML 296K
Contracts (Tables)
64: R48 Market Risk Benefits (Tables) HTML 95K
65: R49 Deferred Policy Acquisition Costs (Tables) HTML 130K
66: R50 Reinsurance (Tables) HTML 103K
67: R51 Investments (Tables) HTML 662K
68: R52 Derivative Instruments (Tables) HTML 300K
69: R53 Fair Value of Assets and Liabilities (Tables) HTML 810K
70: R54 Income Tax (Tables) HTML 182K
71: R55 Employee Benefit Plans (Tables) HTML 274K
72: R56 Financial Condition and Net Income on a Statutory HTML 99K
Basis - Significant Subsidiaries (Tables)
73: R57 Commitments Contingencies and Guarantees (Tables) HTML 72K
74: R58 Debt (Tables) HTML 107K
75: R59 Segment Information (Tables) HTML 181K
76: R60 Equity (Tables) HTML 249K
77: R61 Equity Based Compensation (Tables) HTML 116K
78: R62 Quarterly Results of Operations (Tables) HTML 90K
79: R63 Summary of Investments Other Than Investments in HTML 85K
Related Parties (Tables)
80: R64 Condensed Financial Information of The Registrant HTML 161K
(Tables)
81: R65 Supplementary Insurance Information (Tables) HTML 223K
82: R66 Supplemental Schedule of Reinsurance (Tables) HTML 152K
83: R67 Valuation and Qualifying Accounts (Tables) HTML 87K
84: R68 Significant Accounting Policies and Pronouncements HTML 71K
(Narrative) (Details)
85: R69 Significant Accounting Policies and Pronouncements HTML 60K
(Intangible Assets) (Narrative) (Details)
86: R70 Significant Accounting Policies and Pronouncements HTML 75K
(New Accounting Pronouncements) (Narrative)
(Details)
87: R71 Impact of New Accounting Standard (Balance Sheet) HTML 282K
(Details)
88: R72 Impact of New Accounting Standard (Income HTML 214K
Statement) (Details)
89: R73 Impact of New Accounting Standard (Shareholders HTML 128K
Equity) (Details)
90: R74 Impact of New Accounting Standard (Comp Income) HTML 162K
(Details)
91: R75 Impact of New Accounting Standard (Impact at HTML 128K
Adoption) (Details)
92: R76 Impact of New Accounting Standard (Impact by HTML 266K
Segment) (Details)
93: R77 Impact of New Accounting Standard (Policyholder HTML 587K
Benefits) (Details)
94: R78 Impact of New Accounting Standard (Market Risk HTML 147K
Benefits) (Details)
95: R79 Impact of New Accounting Standard (Future Policy HTML 515K
Benefits) (Details)
96: R80 Impact of New Accounting Standard (Dac) (Details) HTML 204K
97: R81 Impact of New Accounting Standard (Narrative) HTML 111K
(Details)
98: R82 Earnings Per Share (Schedule of Earnings Per Share HTML 111K
Basic and Diluted) (Details)
99: R83 Future Policy Benefits (Details) HTML 272K
100: R84 Future Policy Benefits (Undiscounted and HTML 92K
Discounted) (Details)
101: R85 Future Policy Benefits (Premiums and Interest) HTML 81K
(Details)
102: R86 Future Policy Benefits (Assumption Explanations) HTML 110K
(Details)
103: R87 Future Policy Benefits (Details) (Narrative) HTML 65K
104: R88 Policyholder Account Balances (Account Balances) HTML 106K
(Details)
105: R89 Policyholder Account Balances (Guaranteed Minimum) HTML 228K
(Details)
106: R90 Unpaid Claims and Claim Expense Short Duration HTML 169K
Contracts (Claims Development) (Details)
107: R91 Unpaid Claims and Claim Expense Short Duration HTML 86K
Contracts (Schedule of Historical Claims Duration)
(Details)
108: R92 Unpaid Claims and Claim Expense Short Duration HTML 94K
Contracts (Reconciliation of Claims Development to
Liability) (Details)
109: R93 Unpaid Claims and Claim Expense Short Duration HTML 85K
Contracts (Rollforward of Claims and Claim
Adjustment Expense) (Details)
110: R94 Market Risk Benefits (Details) HTML 111K
111: R95 Market Risk Benefits (Instrument Specific Credit HTML 69K
Risk) (Details)
112: R96 Deferred Policy Acquisition Costs (Movement HTML 60K
Analysis Of Deferred Policy Acquisition Costs)
(Details)
113: R97 Reinsurance Reinsurance (Ceded Reinsurance HTML 63K
Receivable Assets) (Details)
114: R98 Reinsurance (Effect of Reinsurance on Net Premiums HTML 81K
and Claims and Other Policy Benefits) (Details)
115: R99 Reinsurance (Effect of Reinsurance on Life HTML 68K
Insurance In Force) (Details)
116: R100 Reinsurance (Funds Withheld) (Details) HTML 79K
117: R101 Reinsurance (Narrative) (Details) HTML 73K
118: R102 Investments (Investments in Fixed Maturity and HTML 142K
Equity Securities Available-for-Sale by Sector)
(Details)
119: R103 Investments (Fixed Maturity Securities Pledged And HTML 78K
Received As Collateral) (Details)
120: R104 Investments (Exposure To Concentrations Of Credit HTML 72K
Risk) (Details)
121: R105 Investments (Amortized Cost and Fair Value of HTML 92K
Fixed Maturities by Contractual Maturities)
(Details)
122: R106 Investments (Amortized Cost and Fair Value of HTML 78K
Fixed Maturity Holdings by Industry Type)
(Details)
123: R107 Investments (Credit Losses Recognized in Earnings HTML 91K
on Fixed Maturity Securities Held by the Company)
(Details)
124: R108 Investments (Fair Value and Losses by Investment HTML 141K
Category and Length of Time in a Loss Position)
(Details)
125: R109 Investments (Investment Income Net of Related HTML 83K
Expenses) (Details)
126: R110 Investments (Investment Related Gains (Losses) HTML 82K
Net) (Details)
127: R111 Investments (Borrowed Securities Repurchased HTML 78K
Securities And Repurchased Reversed Repurchased
Securities) (Details)
128: R112 Investments (Securities Pledged as Collateral HTML 150K
Related to Repurchase Reverse Repurchase Program)
(Details)
129: R113 Investments (Mortgage Loans by Property Type) HTML 87K
(Details)
130: R114 Investments (Mortgage Loans by Maturity Date) HTML 71K
(Details)
131: R115 Investments (Mortgage Loans by Credit Quality HTML 97K
Indicator) (Details)
132: R116 Investments (Internal Credit Quality Indicators) HTML 125K
(Details)
133: R117 Investments, Debt and Equity Securities (Age HTML 69K
Analysis of Past Due Recorded Investments)
(Details)
134: R118 Investments (Loan Valuation Allowance for Mortgage HTML 61K
Loans) (Details)
135: R119 Investments (Limited Partnerships and Real Estate HTML 67K
Joint Ventures) (Details)
136: R120 Investments (Other Invested Assets) (Details) HTML 63K
137: R121 Investments (Narrative) (Details) HTML 138K
138: R122 Derivative Instruments (Gross Notional Amount and HTML 116K
Fair Value of Derivatives Contracts) (Details)
139: R123 Derivative Instruments Derivative Instruments HTML 70K
(Fair Value Hedge Attributable to Foreign
Currency) (Details)
140: R124 Derivative Instruments (Current Period Cash Flow HTML 69K
Hedges in AOCI (loss) before Taxes) (Details)
141: R125 Derivative Instruments (Cash Flow Hedges) HTML 80K
(Details)
142: R126 Derivative Instruments (Hedges of Net Investments HTML 63K
in Foreign Operations) (Details)
143: R127 Derivative Instruments (Non Hedging Derivatives HTML 97K
and Embedded Derivatives Effect on Income
Statement) (Details)
144: R128 Derivative Instruments (Exposure from Credit HTML 80K
Derivatives by Rating of the Underlying Credits)
(Details)
145: R129 Derivative Instruments (Derivative Instruments HTML 83K
Offsetting Balance Sheet) (Details)
146: R130 Derivative Instruments (Narrative) (Details) HTML 65K
147: R131 Fair Value of Assets and Liabilities (Balances of HTML 192K
Assets and Liabilities Measured at Fair Value on a
Recurring Basis) (Details)
148: R132 Fair Value of Assets and Liabilities (Quantitative HTML 166K
Information for Level 3 Inputs) (Details)
149: R133 Fair Value of Assets and Liabilities (Changes in HTML 262K
Level 3 Assets and Liabilities) (Details)
150: R134 Fair Value of Assets and Liabilities (Financial HTML 123K
Instruments where Carrying Amounts and Fair Values
May Differ) (Details)
151: R135 Income Tax (Pre-tax Income Foreign and Domestic) HTML 67K
(Details)
152: R136 Income Tax (Provision for Income Tax Expense) HTML 78K
(Details)
153: R137 Income Tax (Provision for Income Tax Expense HTML 91K
Computed from Statutory Rate to Pre-tax Income)
(Details)
154: R138 Income Tax (Total Income Taxes Provided) (Details) HTML 83K
155: R139 Income Tax (Tax Effects of Temporary Differences HTML 108K
that Give Rise to Significant Portions of the
Deferred Income Tax Asset and Liabilities)
(Details)
156: R140 Income Tax (Net Operating Loss Carryforward) HTML 66K
(Details)
157: R141 Income Tax (Reconciliation of the Amount of HTML 66K
Unrecognized Tax Benefits) (Details)
158: R142 Income Tax (Narrative) (Details) HTML 86K
159: R143 Employee Benefit Plans (Schedule of Changes in HTML 85K
Projected Benefit Obligations) (Details)
160: R144 Employee Benefit Plans (Schedule of Changes in HTML 81K
Fair Value of Plan Assets) (Details)
161: R145 Employee Benefit Plans (Schedule of Net Funded HTML 71K
Status) (Details)
162: R146 Employee Benefit Plans (Schedule of Amounts HTML 69K
Recognized in Accumulated Other Comprehensive
Income) (Details)
163: R147 Employee Benefit Plans (Schedule of Projected HTML 62K
Benefit Obligations in Excess of Fair Value of
Plan Assets) (Details)
164: R148 Employee Benefit Plans (Schedule of Accumulated HTML 63K
Benefit Obligations in Excess of Fair Value of
Plan Assets) (Details)
165: R149 Employee Benefit Plans (Components of Net Periodic HTML 113K
Benefit Cost Recognized in Other Comprehensive
Income) (Details)
166: R150 Employee Benefit Plans (Schedule of Expected HTML 74K
Future Benefit Payments) (Details)
167: R151 Employee Benefit Plans (Schedule of Assumptions HTML 73K
Used Calculating Benefit Obligations) (Details)
168: R152 Employee Benefit Plans (Schedule of Health Care HTML 62K
Costs Trend Rates) (Details)
169: R153 Employee Benefit Plans (Schedule of Allocation of HTML 100K
Plan Assets) (Details)
170: R154 Employee Benefit Plans (Narrative) (Details) HTML 78K
171: R155 Financial Condition and Net Income on a Statutory HTML 91K
Basis - Significant Subsidiaries (Statutory
Accounting Practices Disclosure) (Details)
172: R156 Financial Condition and Net Income on a Statutory HTML 61K
Basis - Significant Subsidiaries (Reconciliation
of NAIC SAP and Prescribed Practice) (Details)
173: R157 Financial Condition and Net Income on a Statutory HTML 61K
Basis - Significant Subsidiaries (Narrative)
(Details)
174: R158 Commitments Contingencies and Guarantees HTML 66K
(Commitments to Fund Investments) (Details)
175: R159 Commitments Contingencies and Guarantees (Maximum HTML 75K
Potential Obligation) (Details)
176: R160 Commitments Contingencies and Guarantees HTML 62K
(Narrative) (Details)
177: R161 Debt (Schedule of Long-term Debt Instruments) HTML 109K
(Details)
178: R162 Debt (Repayments of Debt) (Details) HTML 73K
179: R163 Debt (Schedule of Line of Credit Facilities) HTML 86K
(Details) (Details)
180: R164 Debt (Senior Note Offering) (Narrative) (Details) HTML 83K
181: R165 Debt (Narrative) (Details) HTML 205K
182: R166 Segment Information (Reconciliation of Revenue HTML 99K
from Segments to Consolidated) (Details)
183: R167 Segment Information (Reconciliation of Income HTML 99K
before Income Taxes from Segments to Consolidated)
(Details)
184: R168 Segment Information (Reconciliation of Interest HTML 62K
Expense from Segments to Consolidated) (Details)
185: R169 Segment Information (Reconciliation of HTML 81K
Depreciation and Amortization from Segment to
Consolidated) (Details)
186: R170 Segment Information (Reconciliation of Assets from HTML 87K
Segment to Consolidated) (Details)
187: R171 Equity (Common Stock Changes in Number of Shares HTML 83K
Issued, Held in Treasury and Oustanding) (Details)
188: R172 Equity (Share Repurchase Program) (Details) HTML 67K
189: R173 Equity (Components of Other Comprehensive Income) HTML 178K
(Details)
190: R174 Equity (Components of Net Unrealized Appreciation HTML 72K
Depreciation of Balances Carried at Fair Value)
(Details)
191: R175 Equity (Balance of and Changes in Each Component HTML 96K
of AOCI) (Details)
192: R176 Equity (Schedule of Reclassifications out of AOCI) HTML 120K
(Details)
193: R177 Equity (Narrative) (Details) HTML 70K
194: R178 Equity Based Compensation (Disclosure of HTML 106K
Share-based Compensation Arrangements by
Share-based Payment Award) (Details)
195: R179 Equity Based Compensation (Disclosure of HTML 91K
Share-based Compensation Shares Authorized under
Stock Option Plans by Exercise Price Range)
(Details)
196: R180 Equity Based Compensation (Weighted Average HTML 71K
Assumptions) (Details)
197: R181 Equity Based Compensation (Summary of Performance HTML 83K
Contingent Unit Activity) (Details)
198: R182 Equity Based Compensation (Narrative) (Details) HTML 100K
199: R183 Quarterly Results of Operations (Details) HTML 102K
200: R184 Summary of Investments Other Than Investments in HTML 107K
Related Parties (Details)
201: R185 Condensed Financial Information of The Registrant HTML 313K
(Details)
202: R186 Supplementary Insurance Information (Details) HTML 147K
203: R187 Supplemental Schedule of Reinsurance (Details) HTML 117K
204: R188 Valuation and Qualifying Accounts (Details) HTML 75K
206: XML IDEA XML File -- Filing Summary XML 423K
209: XML XBRL Instance -- rga-20231231_htm XML 17.54M
205: EXCEL IDEA Workbook of Financial Report Info XLSX 669K
13: EX-101.CAL XBRL Calculations -- rga-20231231_cal XML 363K
14: EX-101.DEF XBRL Definitions -- rga-20231231_def XML 2.81M
15: EX-101.LAB XBRL Labels -- rga-20231231_lab XML 4.85M
16: EX-101.PRE XBRL Presentations -- rga-20231231_pre XML 3.82M
12: EX-101.SCH XBRL Schema -- rga-20231231 XSD 491K
207: JSON XBRL Instance as JSON Data -- MetaLinks 1,217± 1.96M
208: ZIP XBRL Zipped Folder -- 0000898174-24-000048-xbrl Zip 1.52M
‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
1. Purpose. The purpose of this NYSE Executive Compensation Recoupment Policy of the Company (as amended from time to time, this “Policy”), dated as of October 26, 2023 (the “Adoption Date”)
is to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. The Company has adopted this Policy to comply with Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Exchange Act, Exchange Act Rule 10D-1 promulgated thereunder, and the rules and requirements of the NYSE (including Section 303A.14 of the NYSE Listed Company Manual) (such law, rules and NYSE requirements, collectively, the “Clawback Rules”). Each Executive Officer shall be required to sign and return to the Company the form
of acknowledgment to this Policy in the form attached hereto as Exhibit A pursuant to which such Executive Officer will agree to be bound by the terms and comply with this Policy.
2. Administration. This Policy shall be administered by the Committee. The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy, and any such determinations made by the Committee shall be in the Committee’s sole discretion, and shall be final and binding on all affected individuals. Except as otherwise required by the Clawback Rules, any determinations of the Committee hereunder need not be uniform with respect to one or more Executive Officers (whether current and/or former). Subject to the Clawback Rules and any other applicable
legal requirements, the Committee may authorize and empower any officer or employee of the Company to take any actions necessary or appropriate to carry out the purpose and intent of this Policy.
3. Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below:
“Accounting Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement (a) to correct an error in previously
issued financial statements that is material to the previously issued financial statements (commonly referred to as a “Big R restatement”) or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r restatement”).
“Board” shall mean the Board of Directors of the Company.
“Clawback Eligible Incentive Compensation” shall mean all Incentive-Based Compensation Received by any current or former Executive Officer on or after the NYSE Effective Date, provided that:
(1)such
Incentive-Based Compensation is Received after such individual began serving as an Executive Officer;
(2)such individual served as an Executive Officer at any time during the performance period for such Incentive-Based Compensation;
(3)such Incentive-Based Compensation is Received while the Company has a class of securities listed on the NYSE; and
413757
(4)such Incentive-Based Compensation is Received during the applicable Clawback Period.
“Clawback
Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
“Committee” shall mean the Human Capital and Compensation Committee of the Board.
“Common Stock” shall mean the common stock, par value $0.01 per share, of the
Company.
“Company” shall mean Reinsurance Group of America, Incorporated, a Missouri corporation.
“Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
“Erroneously Awarded Compensation” shall mean, with respect to any current or former Executive Officer in connection with any Accounting Restatement, the amount of Clawback Eligible Incentive Compensation Received by such
current or former Executive Officer that exceeds the amount of Clawback Eligible Incentive Compensation that otherwise would have been Received by such current or former Executive Officer had such Clawback Eligible Incentive Compensation been determined based on the restated amounts as reflected in connection with such Accounting Restatement, computed without regard to any taxes paid.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Executive Officer” shall mean any officer as defined in Rule 10D-1(d) (or any successor provision thereof) under the Exchange Act.
“Financial Reporting Measures”
shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any other measures that are derived wholly or in part from such measures. For purposes of this Policy, stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” shall mean any compensation that is granted,
earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“NYSE” shall mean the New York Stock Exchange.
“NYSE Effective Date” shall mean October 2, 2023 (which is the effective date of the final NYSE listing standards).
“Received” shall mean when Incentive-Based Compensation is received, and Incentive-Based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified
in the Incentive-Based Compensation award is attained, even if payment or grant of the Incentive-Based Compensation occurs after the end of that period.
2
“Restatement Date” shall mean the earlier to occur of (a) the date the Board, a committee of the Board or the officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement or (b) the date a
court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
“SEC” shall mean the U.S. Securities and Exchange Commission.
4. Recoupment of Erroneously Awarded Compensation.
(a) If the Company is required to prepare an Accounting Restatement, (i) the Committee shall determine the amount of any Erroneously Awarded Compensation for each applicable current or former Executive Officer (whether or not such individual is serving
as an Executive Officer at such time) (the “Applicable Executives”) in connection with such Accounting Restatement and (ii) the Company will reasonably promptly require the recoupment of such Erroneously Awarded Compensation from any such Applicable Executive, and any such Applicable Executive shall surrender such Erroneously Awarded Compensation to the Company, at such time(s), and via such method(s), as determined by the Committee in accordance with the terms of this Policy.
(b) For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation
directly from the information in the applicable Accounting Restatement, (i) such amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was Received, and (ii) the Company will maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE.
(c) The Committee shall determine, in its sole discretion, the method(s) for recouping any Erroneously Awarded Compensation (and at the Committee’s sole discretion, any reasonable out-of-pocket legal expenses associated with such recoupment efforts) from any Applicable Executive, which may include one or more of the following:
(i) requiring
one or more cash payments to the Company Group from such Applicable Executive, including, but not limited to, the repayment of cash Incentive-Based Compensation previously paid by the Company Group to such Applicable Executive;
(ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based awards previously made by the Company to such Applicable Executive and/or, subject to applicable legal requirements, otherwise requiring the delivery to the Company of shares of Common Stock
held by such Applicable Executive;
(iii) withholding, reducing or eliminating future cash compensation (including cash incentive payments), future equity awards and/or other benefits or amounts otherwise to be paid or awarded by the Company Group to such Applicable Executive;
(iv) offsetting amounts against compensation or other amounts otherwise payable by the Company Group to any Applicable Executive;
(v) cancelling, adjusting or offsetting against some or all outstanding vested or unvested equity awards of the
Company held by such Applicable Executive; and/or
3
(vi) taking any other remedial and recovery actions with respect to such Applicable Executive as determined by the Committee.
(d) Notwithstanding anything herein to the contrary, the Company shall not be required to recover Erroneously Awarded Compensation from any Applicable Executive pursuant to the terms of this Policy if (1) the Committee determines that such recovery would be impracticable, and (2) any of the following conditions is met:
(i) the
direct expenses paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement pursuant to this clause (i), the Company has (x) made a reasonable attempt to recover such Erroneously Awarded Compensation, (y) documented such reasonable attempt(s) to recover and (z) provided such documentation to the NYSE;
(ii) recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law, the
Company has obtained an opinion of home country counsel, acceptable to the NYSE, that recovery would result in such a violation, has provided copy of the opinion is provided to the NYSE; or
(iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
5. No Indemnification, Etc. The Company Group shall not (a) indemnify any current or former Executive Officer against the loss of any Erroneously
Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy or (b) pay or reimburse any current or former Executive Officers for insurance premiums to recover losses incurred under this Policy.
6. Supersedure. This Policy will supersede any provisions in (a) any agreement, plan or other arrangement applicable to any member of the Company Group and (b) any organizational documents of any entity that is part of Company Group that, in any such case, (i) exempt any Incentive-Based Compensation from the application of this Policy, (ii) waive or otherwise prohibit or restricts the Company Group’s right to recover any Erroneously Awarded Compensation, including, without
limitation, in connection with exercising any right of setoff as provided herein, and/or (iii) require or provide for indemnification to the extent that such indemnification is prohibited under Section 5 of this Policy.
7. Amendment; Termination; Interpretation. The Board or the Committee may amend or terminate this Policy at any time, subject to compliance with the Clawback Rules. It is intended that this Policy be interpreted in a manner that is consistent with the Clawback Rules. This Policy is separate from, and in addition to, the Executive Compensation Recoupment Policy of the Company (the “Discretionary Recoupment Policy”), which has been voluntarily adopted by the
Company and is intended to provide for discretionary recoupment beyond the scope of the Clawback Rules in certain circumstances beyond the scope of this Policy.
8. Other Recoupment Rights; No Additional Payments.
4
(a) Subject to Section 8(b) of this Policy, any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group pursuant to (i) the terms of any recoupment provisions
in any employment agreement, incentive or equity compensation plan or award or other agreement, (ii) any other legal requirements, including, but not limited to, Section 304 of Sarbanes-Oxley Act of 2002 and (iii) any other legal rights or remedies available to the Company.
(b) Notwithstanding anything herein to the contrary, to prevent duplicative recovery:
(1)to the extent that the amount of any Erroneously Awarded Compensation is recovered from any current or former Executive Officers under this Policy, the Company will not be entitled to recover any such amounts under the Discretionary Recoupment Policy; and
(2)to
the extent that any Erroneously Awarded Compensation includes any amounts that have been actually reimbursed to the Company Group from any Applicable Executive pursuant to Section 304 of the Sarbanes-Oxley Act (any such amounts that have been reimbursed to the Company Group, the “Applicable SOX Recoupment Amount”), the amount of any Erroneously Awarded Compensation to be recovered from any such Applicable Executive shall be reduced by the Applicable SOX Recoupment Amount.
9. Successors. This Policy shall be binding and enforceable against all current and former Executive Officers and, to the extent required by the Clawback Rules (as determined by the
Committee), their beneficiaries, heirs, executors, administrators or other legal representatives.
By signing this acknowledgment, the undersigned acknowledges and confirms that the undersigned has received and reviewed a copy of the Reinsurance Group of America, Incorporated NYSE Executive Compensation
Recoupment Policy (such policy, as amended from time to time, the “Policy”). Capitalized terms used but not otherwise defined in this acknowledgment shall have the meanings ascribed to such terms in the Policy.
By signing this acknowledgment, the undersigned acknowledges and agrees that the undersigned is and will continue to be subject to the Policy and that the Policy will apply both during and after the undersigned’s employment with the Company Group. Without limiting the foregoing, by signing this acknowledgment, the undersigned shall abide by the terms of the Policy and shall return any Erroneously Awarded Compensation to the Company Group to the extent required by the
Policy (including, without limitation, via any withholding of, or offset against, future compensation in accordance with the terms of the Policy).
______________________________
[NAME]
______________________________
Date
Dates Referenced Herein and Documents Incorporated by Reference
