Reinsurance Group of America (RGA) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2025, with a record date of April 4, 2025, and 66,085,772 shares eligible to vote.

• Key business items include director elections, say-on-pay, approval of amended stock plans, and auditor ratification.

• 2024 saw record adjusted operating income per share ($22.57), a 15.4% adjusted operating ROE, and $1.68B deployed into in-force block transactions.

• Tony Cheng became CEO on January 1, 2024; Axel André was appointed CFO in August 2024.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of all directors for a one-year term, (2) advisory vote on executive compensation, (3) approval of amended Flexible Stock Plan, (4) approval of amended Phantom Stock Plan for Directors, (5) ratification of Deloitte & Touche as auditor, and (6) other business.

• Board recommends voting FOR all proposals.

• All proposals require a majority of shares present or represented by proxy to pass.

Board of directors and corporate governance

• Board consists of 12 members (11 independent), with an average tenure of 3.6 years and average age of 62.

• 41.7% gender and racial/ethnic diversity.

• All committees are fully independent; annual director elections and majority voting are in place.

• Board skills include governance, financial literacy, risk management, technology, and sustainability.

• Board and committee assessments are conducted regularly, with an independent consultant engaged every third year.