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ý | Filed by the Registrant | |||||||
¨ | Filed by a Party other than the Registrant |
¨ | Preliminary Proxy Statement | |||||||
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||||||
ý | Definitive Proxy Statement | |||||||
¨ | Definitive Additional Materials | |||||||
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Sincerely,
|
||
![]() |
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Gary L. Coleman
Co-Chairman and Chief Executive Officer
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![]() |
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Larry M. Hutchison
Co-Chairman and Chief Executive Officer
|
DATE: |
Thursday, April 28, 2022
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![]() |
|||||||||||||||
TIME: | 10 a.m. Central Daylight Time | ||||||||||||||||
LOCATION: |
Globe Life Inc.
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3700 South Stonebridge Drive | |||||||||||||||||
McKinney, Texas 75070 | |||||||||||||||||
Directions to attend the Annual Meeting where you may vote in person can be found on our Company's website at
https://investors.globelifeinsurance.com
under the
Calls & Meetings
heading.
|
VOTING MATTERS | Board Recommendation | Page | |||||||||||||||||||||
☑ | Election of Directors | FOR | 5 | ||||||||||||||||||||
☑ | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 11 | ||||||||||||||||||||
☑ |
Advisory Vote to Approve Executive Compensation
|
FOR | 11-12 | ||||||||||||||||||||
By Order of the Board of Directors
|
||
![]() |
||
Christopher T. Moore
Corporate Senior Vice President, Associate Counsel
and Corporate Secretary
|
Director Nominees Skills
and Qualifications
|
||||||||
Board Oversight of COVID-19 | ||||||||
Board Oversight of Information Security Risk | ||||||||
Board Diversity | ||||||||
Environmental Efficiency
and Climate Change
|
||||||||
Annual Cash Bonuses | ||||||||
Stock Ownership/Retention Guidelines | ||||||||
Savings Plans | ||||||||
Pay for Performance | • | Consistent with our business horizon, executive compensation is long-term in its focus, with a strong emphasis on share accumulation | ||||||
• | Equity awards are made as a consistent percentage of market capitalization to provide maximum alignment with shareholders | |||||||
• | Realizable pay, the truest test of executive value received, is well-aligned with the Company's total shareholder return (TSR) | |||||||
Equity Plan Features | • | No single trigger change of control vesting | ||||||
• | No discounted stock options or stock appreciation rights (SARs) | |||||||
• | Prohibition on stock option and SAR repricing | |||||||
• | No tax gross-ups | |||||||
• | No liberal share recycling on stock options and SARs | |||||||
• | Awards subject to both minimum vesting requirements and the Company’s clawback policy | |||||||
• | Fungible share count discourages granting restricted stock | |||||||
Compensation Governance | • | The Board’s independent Compensation Committee oversees the compensation program | ||||||
• | The Compensation Committee retains an independent compensation consultant that reports only to that committee | |||||||
• | Maximum payout caps for annual incentive compensation; limited to 150% of each named executive officer’s (NEOs) target opportunity | |||||||
• | No dividend equivalents on performance share units | |||||||
• | Robust stock ownership guidelines for executive officers and directors | |||||||
• | Clawback policy applicable to current and former executive officers in the event of financial statement restatement | |||||||
• | NEOs (including the Co-CEOs) do not have employment contracts or severance agreements | |||||||
Shareholder Support | • | In 2021, we received strong support for our executive compensation programs, with 93% of votes cast approving our advisory say-on-pay resolution | ||||||
• | Over the last five years, our say-on-pay voting results have averaged a 94% approval rate |
Independent Board Oversight | • | Strong independent Lead Director | ||||||
• | 100% independent Board committees | |||||||
• | Regular executive sessions of the independent members of the Board | |||||||
• | 11 of 13 Board members are independent | |||||||
Good Corporate Governance Practices | • | Annual Board and committee evaluations, including periodic individual Director evaluations | ||||||
• | Policies prohibiting hedging and providing for clawbacks | |||||||
• | Appropriate mix of diversity and tenure on Board (2 new Board members added in 2021) | |||||||
• | Director and executive stock ownership requirements | |||||||
• | Director Retirement Age and Tenure Policy | |||||||
Shareholders' Rights | • | Shareholders' Rights Policy | ||||||
• | Proxy access | |||||||
• | No supermajority voting provisions | |||||||
• | Annual election of Directors | |||||||
• | Majority voting standard for uncontested Director elections | |||||||
People and Culture | • | Succession planning and leadership development for the Board, Board leadership, executive officers and senior management positions | ||||||
• | Oversight of programs, policies and initiatives to foster an engaged, stable and diverse workforce | |||||||
• | Work environment based on accountability and standards of integrity and ethical business conduct | |||||||
• | Oversight of corporate culture that aligns with the Company's long-term goals and objectives | |||||||
Focus on Sustainability | • | Oversight of sustainability by the Board, as well as its three standing committees—Audit Committee, Compensation Committee, and Governance and Nominating Committee—who assist the Board by monitoring ESG-related issues that fall within their respective areas of expertise | ||||||
• | Senior management level ESG Committee responsible for setting the Company's sustainability agenda, pursuant to a charter adopted by the Board of Directors | |||||||
• | Business practices designed to further good corporate citizenship and reflect sound fiscal management | |||||||
• | Published ESG Report |
85%
are
independent
|
38%
have
gender diversity
|
||||||||||||||||
Average
Age
of
65.2
|
15%
have
racial/ethnic diversity
|
||||||||||||||||
Elect Directors |
Twelve of our current directors are standing for re-election to a one-year term based upon a majority voting standard: Linda L. Addison, Marilyn A. Alexander, Cheryl D. Alston, Mark A. Blinn, James P. Brannen, Jane Buchan, Gary L. Coleman, Larry M. Hutchison, Robert W. Ingram, Steven P. Johnson, Darren M. Rebelez and Mary E. Thigpen.
Information about the director nominees’ qualifications and tenure on the Board is located in the sections of this Proxy Statement entitled
Director Nominee Profiles
and
Director Nominee Skills and Qualifications
.
|
|||||||
Approve Auditors | Deloitte and Touche LLP, who have served as Globe Life Inc.'s registered independent public accountants since 1999, are proposed to be ratified to continue in that role for 2022. | |||||||
Advise
on Executive Compensation |
You are being asked to approve, on a non-binding advisory basis, the executive compensation of our named executive officers as disclosed in the various compensation tables and accompanying narrative compensation disclosures found in the
Compensation Discussion and Analysis
section of this Proxy Statement.
|
Proposal | The Board Recommends that shareholders vote “FOR” the proposal. | |||||||
1 |
![]() |
Linda L. Addison | |||||||
Independent Director | Chair, Compensation Committee | |||||||
Principal occupation: Of Counsel, Norton Rose Fulbright US LLP, since January 2017.
She is also an independent director of KPMG LLP, the U.S. audit, tax, and advisory firm, and a director of Good Works II Acquisition Corp. Ms. Addison serves on the non-profit boards of Catalyst and the M.D. Anderson Center Board of Visitors and is a Trustee of the University of Texas Law School Foundation.
Ms. Addison received a B.A. from the University of Texas at Austin and a J.D. from the University of Texas School of Law. She earned the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University's Software Engineering Institute, and is an NACD Board Leadership Fellow.
As a global business leader and chief executive with more than three decades of practical experience, including as former Managing Partner and Chair of the Management Committee of Norton Rose Fulbright US LLP, Ms. Addison brings a broad array of management skills and operational experience to the Board, including expertise in corporate governance, cybersecurity oversight, strategic planning, enterprise risk management, regulatory/compliance, compensation, mergers and acquisitions, and human capital management.
|
||||||||
Director since Feb. 2018 | ||||||||
Age 70 | ||||||||
![]() |
Marilyn A. Alexander | |||||||
Independent Director | Chair, Governance and Nominating Committee | |||||||
Principal occupation: Self-employed management consultant since November 2003 and Principal in Alexander & Friedman, LLC, Laguna Beach, California, a management consultancy practice focusing on business planning, brand strategy and development, communications, process and organizational issues, since January 2006.
Ms. Alexander is also a director of McCarthy Holdings, Inc. She formerly served as a director of DCT Industrial Trust, Inc. (2011-2018) and of Tutor Perini Corporation (2008-2016). Additionally, she is a member of the Board of Trustees, Chapman University, Orange, California.
She has an A.B. in Philosophy from Georgetown University and an M.B.A. from the Wharton Graduate School of the University of Pennsylvania and holds a CPA license in the Commonwealth of Virginia.
Ms. Alexander contributes to the Board from her extensive expertise in finance, marketing and strategic planning based upon more than 35 years of experience at top corporations including Disneyland Resort, where she was Senior Vice President and Chief Financial Officer, Walt Disney World Resort, Marriott Corporation and Towers Perrin, as well as her own consultancy practice.
|
||||||||
Director since Feb. 2013 | ||||||||
Age 70 | ||||||||
![]() |
Cheryl D. Alston | |||||||
Independent Director | Member, Audit Committee | |||||||
Principal occupation: Executive Director and Chief Investment Officer of the Employees' Retirement Fund of the City of Dallas, Texas (ERF), a $4 billion pension plan for the City's civilian employees, since October 2004.
Ms. Alston also serves on the Board of CHRISTUS Health and Blue Cross Blue Shield of Kansas City. She formerly served as a director of the Federal Home Loan Bank of Dallas (2017-2021).
She holds a B.S. in Economics from the Wharton School of Business at the University of Pennsylvania and an M.B.A. from the Leonard N. Stern School of Business at New York University.
With a career spanning more than 20 years in the financial services industry, including positions at ERF, Cigna Corporation and Chase Global Securities, Ms. Alston brings to the Board significant experience in the areas of strategic planning, investment management, asset allocation, corporate governance, finance and budget administration.
|
||||||||
Director since Feb. 2018 | ||||||||
Age 56 | ||||||||
![]() |
Mark A. Blinn | |||||||
Independent Director | Member, Audit Committee | |||||||
Principal occupation: Retired executive (formerly President and Chief Executive Officer, Flowserve Corporation, Irving, Texas, a manufacturer of fluid motion and control products and services, 2009–2017).
He serves on the Boards of Texas Instruments Incorporated, Emerson Electric Co., and Leggett & Platt, Incorporated. He is an Executive Board Member of the Southern Methodist University (SMU) Cox Executive Board.
Mr. Blinn holds a B.S., M.B.A. and J.D. from Southern Methodist University, as well as a charter financial analyst (CFA) designation.
As President and Chief Executive Officer, and formerly Chief Financial Officer, of Flowserve Corporation and through his senior leadership roles at FedEx Kinko’s Office and Print Services, Inc. and Centex Corporation, Mr. Blinn developed a well-rounded set of business skills and knowledge that significantly benefits the Board, including extensive expertise in business operations, organizational design, accounting/finance and experience running a large complex international organization. He also possesses a thorough understanding of legal and governance matters through his time spent as a practicing attorney.
|
||||||||
Director since Nov. 2021 | ||||||||
Age 60 | ||||||||
![]() |
James P. Brannen | |||||||
Independent Director | Member, Compensation Committee | |||||||
Principal Occupation: Retired executive (Formerly Chief Executive Officer of FBL Financial Group Inc., West Des Moines, Iowa, then a public financial services company, August 2012-December 2019).
He also serves on the Boards of First Interstate BancSystem and Amerisure Mutual Insurance Company. He formerly served as a director for Great Western Bancorp, Inc. (2015-2022), FBL Financial Group Inc. (2012-2019), the Greater Des Moines Partnership (2012-2019), and the Property Casualty Insurers Association of America (2012-2019).
Mr. Brannen holds a B.B.A. in Accounting from the University of Iowa and is a member of the American Institute of Certified Public Accountants and the Iowa Society of Certified Public Accountants.
With nearly thirty years of relevant experience in the insurance and financial services industry, and having held a variety of C-suite positions during his distinguished career, Mr. Brannen brings to the Board extensive expertise in finance and executive management.
|
||||||||
Director since Nov. 2021 | ||||||||
Age 59 | ||||||||
![]() |
Jane Buchan | |||||||
Independent Director | Member, Compensation Committee | |||||||
Principal Occupation: Chief Executive Officer of Martlet Asset Management LLC, Newport Beach, California, since August 2018 (Formerly CEO of Pacific Alternative Asset Management Company, LLC, Irvine, California, a fund of hedge funds focused on institutional investors, March 2000 - July 2018; Co-CEO of PAAMCO Prisma Holdings, LLC June 2017 - July 2018).
Ms. Buchan is also a director of AGF Management Limited and Immix Biopharma, Inc. She formerly served as Chairwoman and Director of Chartered Alternative Investment Association (CAIA) (2009-2018). She is a Trustee of Reed College, Portland, Oregon and the University of California Irvine Foundation.
She has a B.A. in Economics from Yale University and an M.A. and Ph.D. in Business Economics/Finance from Harvard University.
Ms. Buchan's 30+ year career as an investment professional, including her experience as CEO of Pacific Alternative Asset Management and as Co-CEO of PAAMCO Prisma Holdings, LLC (which grew to $32 billion under management placing it third globally in the league tables at the time of her retirement), her time in the Capital Markets Group of J.P. Morgan Investment Management, and as an Assistant Professor of Finance at the Amos Tuck School of Business at Dartmouth College provides the Board with a broad range of investment management skills.
|
||||||||
Director since Oct. 2005 | ||||||||
Age 58 | ||||||||
![]() |
Gary L. Coleman | |||||||
Co-Chairman and Chief Executive Officer | ||||||||
Principal occupation: Co-Chairman of the Company since April 2014 and Co-Chief Executive Officer since June 2012.
Mr. Coleman is also a member of the Boards of Directors of the Texas Rangers Baseball Foundation and Kershaw's Challenge.
He earned a B.B.A. from the University of Texas at Austin.
Mr. Coleman's 47 years of experience, which includes seven years at KPMG where he primarily served insurance clients and 40 years' service in or responsibilities for various accounting, financial and investment functions at the Company and its subsidiaries, including 13 years as the Chief Financial Officer of the Company, provides the Board with financial and operating perspectives from both management and independent accounting.
|
||||||||
Director since Aug. 2012 | ||||||||
Age 69 | ||||||||
![]() |
Larry M. Hutchison | |||||||
Co-Chairman and Chief Executive Officer | ||||||||
Principal occupation: Co-Chairman of the Company since April 2014 and Co-Chief Executive Officer since June 2012.
Mr. Hutchison received a B.B.A. in Economics from the University of Iowa and a J.D. from Drake University.
He contributes valuable legal, human resources, and governmental and industry relations perspectives to the Board from his 42 years of experience as an in-house corporate attorney and business executive, including six years at two different insurers prior to joining the Company and its subsidiaries as a staff attorney more than 35 years ago and leading to 15 years of service as the General Counsel of the Company.
|
||||||||
Director since Aug. 2012 | ||||||||
Age 68 | ||||||||
![]() |
Robert W. Ingram | |||||||
Lead Director | ||||||||
Independent Director | Member, Governance and Nominating Committee | |||||||
Principal Occupation: Retired Accounting Educator.
He has a B.A. in English from Eastern New Mexico University, M.A. in English from Abilene Christian University and Ph.D. in Accounting from Texas Tech University.
Mr. Ingram’s background of 32 years as an accounting educator at the undergraduate and graduate collegiate levels at four different universities and his experience as Director of the Culverhouse School of Accountancy and Senior Associate Dean of the Culverhouse College of Commerce at the University of Alabama provides the Board with extensive accounting, financial reporting and management expertise.
|
||||||||
Director since Oct. 2005 | ||||||||
Age 73 | ||||||||
![]() |
Steven P. Johnson | |||||||
Independent Director | Chair, Audit Committee | |||||||
Principal occupation: Financial Consultant and Advisor for Boulder Creek Development, LLC, a developer of office/warehouse buildings, primarily for smaller businesses, and its affiliated companies since June 2013.
He earned a B.B.A. from the University of Wisconsin-Eau Claire.
Mr. Johnson brings to the Board considerable expertise in accounting, auditing, regulatory, corporate governance, Sarbanes-Oxley compliance and enterprise risk management, as well as insurance industry experience as an external auditor, stemming from his 41-year career with Deloitte & Touche, LLP, where he held a variety of senior firm leadership and client service positions, including Worldwide Lead Client Service Partner for several prominent firm clients and six years as Deputy Managing Partner - Operations.
|
||||||||
Director since Nov. 2016 | ||||||||
Age 71 | ||||||||
![]() |
Darren M. Rebelez | |||||||
Independent Director | Member, Governance and Nominating Committee | |||||||
Principal Occupation: President and Chief Executive Officer of Casey’s General Stores, Inc. (NASDAQ: CASY), Ankeny, Iowa, a convenience store chain operating over 2,000 stores located primarily in the Midwest U.S., since June 2019 (Formerly President of International House of Pancakes, LLC (IHOP) of Glendale, California, May 2015-June 2019).
Mr. Rebelez also serves on the Board of Casey’s General Stores, Inc. Additionally, he is an advisory Board member of Children of Fallen Patriots Foundation.
He holds a B.S. in Foreign Area Studies from the United States Military Academy and an M.B.A. from the University of Houston.
Through his roles at Casey’s and IHOP, and through his seven years spent as the former Executive Vice President and Chief Operating Officer of 7-Eleven, companies which also target the middle-income market, Mr. Rebelez brings to the Board experience in store operation, development, franchising, information technology and business transformation. His prior work at ExxonMobil and Thornton Oil Corporation provides the Board with expertise in merchandising, strategic planning, management and marketing.
|
||||||||
Director since Feb. 2010 | ||||||||
Age 56 | ||||||||
![]() |
Mary E. Thigpen | |||||||
Independent Director | Member, Audit Committee | |||||||
Principal occupation: Self-employed Consultant providing advisory services in digital transformation strategies, technology and cybersecurity assessments, and systemic risk mitigation competencies since February 2019 and September 2015-October 2017. (Formerly CEO of OpsDataStore, LLC, Johns Creek, Georgia, a big data analytics, AI, and visualization software company, October 2017-January 2019).
Ms. Thigpen also serves as a director of Achievelt Online, LLC and Hope Bancorp, Inc. and its affiliate Bank of Hope. She formerly served as a director of Opus Bank (2019-2020).
She received a B.S. in Mathematical and Computer Sciences from Clemson University.
Ms. Thigpen provides the Board with expertise in technology, cybersecurity, strategic planning, corporate governance, enterprise and systemic risk management, international business, digital sales and marketing developed as a result of her time as CEO of OpsDataStore and as CEO of North Plains, LLC and through senior leadership positions at Cox Communications, BearingPoint, Arthur Andersen LLP and Hewlett-Packard Company, as well as through her consultancy practice.
|
||||||||
Director since Feb. 2018 | ||||||||
Age 62 | ||||||||
Skills and Qualifications | Relevance to Globe Life Inc. | |||||||
Accounting/Financial | An understanding of accounting and financial concepts is fundamental to the oversight of our financial affairs, as well as for reviewing our operational and financial results. | |||||||
Business Operations | Helpful for understanding the myriad issues affecting our extensive business operations, which include sales, marketing, customer service, claims, underwriting, financial reporting, accounting and other support-oriented functions. | |||||||
Capital Markets | Beneficial for appraising and offering guidance on our capital structure and financial strategies, including with respect to dividends, stock repurchases and prospective mergers/acquisitions. | |||||||
CEO/Other High-Level Senior Management Running Large Organizations | Experience managing and leading large complex businesses is important for gaining a practical understanding of how organizations such as ours function and the decisions and actions required to drive financial and operational results. | |||||||
Enterprise Risk Management | Important for exercising risk oversight and for informing management's views as to current and emerging risks which, if not properly managed/mitigated, could have a material adverse impact on our business and ultimately shareholder value. | |||||||
Human Capital Management | Helps the Board guide the Company's efforts to recruit, retain and develop talented professionals, and to seamlessly integrate them into our corporate culture, in order to drive performance. | |||||||
Information Technology/Information Security | Can better inform the Board regarding technical issues associated with information systems, upon which we are highly dependent, and associated technology in order to ensure our business continues to operate in an efficient and resilient manner. | |||||||
Insurance Industry/
Financial Services |
Experience in the insurance industry or financial services sector contributes to the Board's understanding of the distinct financial, legal and regulatory issues we regularly encounter as an insurance holding company with multiple insurance subsidiaries. | |||||||
Investments | We manage a substantial portfolio of invested assets. A general understanding of investment management concepts is essential for overseeing our investment management activities. | |||||||
Legal/Regulatory/Compliance | We operate in a heavily regulated environment in which compliance with applicable laws and regulations is necessary to enable our businesses to function. An understanding of our legal risks/obligations is crucial for the Board to be able to exercise its oversight role. | |||||||
Marketing/Advertising | Marketing/advertising experience, including social media and digital marketing, can provide expertise directly relevant to us as a consumer-driven business and can help to ensure that our marketing and branding efforts are properly aligned with our long-term strategic objectives. | |||||||
Other Public Company
Board Service |
Service on public company boards and committees provides valuable perspectives on good corporate governance practices and knowledge about key issues affecting public companies such as ours. | |||||||
Sales Management |
Enhances the Board’s ability to evaluate our sales programs and initiatives aimed at developing and maintaining our various sales distribution systems in order to grow sales and profits.
|
|||||||
Strategic Planning | Valuable for offering guidance and oversight related to management's development of our long-term corporate strategy and for assessing the best approaches for implementing our strategic priorities. |
Proposal | The Board Recommends that shareholders vote “FOR” the proposal. | |||||||
2 |
Proposal | The Board Recommends that shareholders vote “FOR” advisory approval of our executive compensation. | |||||||
3 |
Name |
Current
Age |
Principal Occupation and Business Experience for the Past Five Years
1
|
||||||
J. Matthew Darden | 51 | EVP and Chief Strategy Officer of Company since Jan. 2017; President of American Income since July 2018. (President of Family Heritage Jan. 2017 - July 2018) | ||||||
Steven J. DiChiaro | 55 | Chief Executive Officer, Liberty National Division of Liberty since Sept. 2019. (Chief Executive Officer, LNL Agency Division of Liberty Jan. 2018 - Sept. 2019; President of LNL Agency Division of Liberty Jan. 2017 - Dec. 2017) | ||||||
Steven K. Greer | 49 | Chief Executive Officer, American Income Life Division of American Income since Dec. 2019. (Chief Executive Officer, American Income Division of American Income Sept. 2019 - Dec. 2019; Chief Executive Officer, AIL Agency Division of American Income Jan. 2018 - Sept. 2019; President of AIL Agency Division of American Income Jan. 2017 - Dec. 2017) | ||||||
Jason A. Harvey | 50 |
President and Chief Executive Officer, Direct to Consumer Division of Globe since Dec. 2021. (President, Direct to Consumer Division of Globe Mar. 2021 - Dec. 2021; Division SVP, Direct to Consumer Division Feb. 2020 - Mar. 2021; Division SVP, Direct Response Sept. 2019 - Feb. 2020; SVP, Globe Life Direct Response June 2017 - Sept. 2019; SVP Feb. 2011 - June 2017)
|
||||||
Jennifer A. Haworth | 48 | EVP and Chief Marketing Officer of Company since Jan. 2020; Division SVP, Marketing of Globe since Sept. 2019. (Corporate SVP, Marketing of Company Nov. 2019 - Dec. 2019; VP, Marketing of Company Jan. 2018 - Nov. 2019; SVP, Marketing of Globe Dec. 2011 - Sept. 2019) | ||||||
Mary E. Henderson | 58 | Corporate SVP, Enterprise Lead Generation of Company since Nov. 2019; Divisional SVP, Enterprise Lead Generation of American Income, Family Heritage, Globe, Liberty and United American since Sept. 2019. (VP, Enterprise Lead Generation of Company Jan. 2018 - Nov. 2019; SVP, Enterprise Lead Generation of American Income, Family Heritage, Globe, Liberty and United American Apr. 2017 - Sept. 2019; SVP of Globe Feb. 2011 - Apr. 2017) | ||||||
M. Shane Henrie | 48 |
Corporate SVP and Chief Accounting Officer of Company since Nov. 2019; Divisional SVP, Corporate Accounting, Chief Financial Officer and Treasurer of American Income, Family Heritage, Globe, Liberty and United American since Sept. 2019. (VP and Chief Accounting Officer of Company Jan. 2019 - Nov. 2019;
SVP, Corporate Accounting, Chief Financial Officer and Treasurer of Family Heritage May 2017 - Sept. 2019; SVP, Corporate Accounting, Chief Financial Officer and Treasurer of Liberty June 2019 - Sept. 2019;
SVP, Corporate Accounting, Chief Financial Officer and Asst. Treasurer of Liberty Jan. 2014 - June 2019; SVP, Corporate Accounting, Chief Financial Officer and Treasurer of American Income, Globe and United American Sept. 2012 - Sept. 2019)
|
||||||
Robert E. Hensley | 54 |
EVP and Chief Investment Officer of Company since July 2021; Divisional SVP, Investments of American Income, Family Heritage, Globe, Liberty and United American since Feb. 2021. (Vice President for Provident Investment Management LLC, Chattanooga, TN, Nov. 1999 - Nov. 2020)
|
||||||
Thomas P. Kalmbach | 57 | EVP and Chief Actuary of Company since Jan. 2019; SVP and Chief Actuary of American Income, Globe, Liberty and United American since Aug. 2018. (SVP of Finance and Compliance for Liberty Mutual Benefits business of Liberty Mutual Group, Boston, MA, June 2014 - June 2018) | ||||||
Michael C. Majors | 59 | EVP - Administration and Investor Relations of Company since July 2018; President of United American since Mar. 2015. (Vice President, Investor Relations of Company May 2008 - July 2018) | ||||||
Kenneth J. Matson | 54 | President and Chief Executive Officer, Family Heritage Division of Family Heritage since Sept. 2019. (President and Chief Executive Officer, FHL Agency Division of Family Heritage Jan. 2017 - Sept. 2019) | ||||||
James E. McPartland | 55 | EVP and Chief Information Officer of Company since Nov. 2014; President of Family Heritage since July 2018. | ||||||
R. Brian Mitchell | 58 | EVP and General Counsel of Company since June 2012; Chief Risk Officer of Company since May 2017; President of Liberty since July 2018. (President of Globe Jan. 2017 - July 2018) | ||||||
Christopher T. Moore | 51 | Corporate SVP, Assoc. Counsel and Corporate Secretary of Company since Jan. 2020; Divisional SVP, Assoc. General Counsel and Assistant Secretary of American Income, Family Heritage, Globe, Liberty and United American since June 2020. (Divisional VP, Assoc. General Counsel, Director of Litigation and Asst. Secretary of United American Sept. 2019 - June 2020; Divisional VP, Assoc. General Counsel and Asst. Secretary of American Income, Globe and Liberty Sept. 2019 - June 2020; Asst. Secretary of Family Heritage June 2017 - June 2020; VP, Assoc. General Counsel, Director of Litigation and Asst. Secretary of United American Jan. 2014 - Sept. 2019; VP, Assoc. General Counsel and Asst. Secretary of American Income, Globe and Liberty Jan. 2014 - Sept. 2019) | ||||||
Pamela I. Ramirez | 49 |
Corporate SVP, Enterprise Transformation of Company since Jan. 2021; Division VP, Enterprise Transformation of Globe since Sept. 2019. (VP, Innovations and Business Development of Globe Jan. 2018 - Sept. 2019; Sr. Director, Innovations & Business Development of Globe Feb. 2016 - Dec. 2017)
|
Name |
Current
Age |
Principal Occupation and Business Experience for the Past Five Years
1
|
||||||
Joel P. Scarborough | 50 |
Corporate SVP, Legal and Compliance of Company since Jan. 2021; Asst. Secretary of Company since Apr. 2020; Divisional SVP, General Counsel and Secretary of American Income, Globe, Family Heritage, United American and Liberty since Sept. 2019. (SVP, General Counsel and Secretary of American Income, Family Heritage, Globe, Liberty, and United American Jan. 2017 - Sept. 2019; SVP and Assoc. General Counsel of Liberty Jan. 2014 - Jan. 2017; SVP, Assoc. General Counsel of American Income and United American Jan. 2013 - Jan. 2017; Vice President and Asst. Secretary of Family Heritage Nov. 2012 - Jan. 2017; SVP and Assoc. General Counsel of Globe Sept. 2012 - Jan. 2017)
|
||||||
Dolores L. Skarjune | 56 |
Corporate SVP, Sales Administration of Company since Jan. 2021; Divisional SVP, Sales and Administration of American Income, Globe, Liberty, and United American since Sept. 2019. (SVP of Sales Administration of Liberty National Jan. 2014 - Sept. 2019; SVP of Sales Administration of American Income, Globe, and United American Aug. 2012 - Sept. 2019)
|
||||||
Frank M. Svoboda | 60 | EVP and Chief Financial Officer of Company since June 2012; President of Globe since July 2018. (President of American Income Jan. 2017 - July 2018) | ||||||
Rebecca E. Zorn | 49 | EVP and Chief Talent Officer of Company since Jan. 2021; Divisional SVP and Chief Talent Officer of American Income, Globe, Liberty and United American since Sept. 2019. (Corporate SVP and Chief Talent Officer of Company Nov. 2019 - Dec. 2020; VP and Chief Talent Officer of Company Jan. 2019 - Nov. 2019; Assistant Secretary and Director of Human Resources of Company Jan. 2018 - Dec. 2018; SVP and Chief Talent Officer of American Income, Globe, Liberty and United American June 2019 - Sept. 2019; Assistant General Counsel of Globe Jan. 2017 - Dec. 2017) |
Company Common Stock or Options Beneficially Owned as of
January 31, 2022
1
|
|||||||||||
Name | City of Residence |
Directly
2
|
Indirectly
3
|
||||||||
Charles E. Adair | Montgomery, AL | 62,239 | 0 | ||||||||
Linda L. Addison | Houston, TX | 13,738 | 0 | ||||||||
Marilyn A. Alexander | Laguna Beach, CA | 19,448 | 0 | ||||||||
Cheryl D. Alston | Frisco, TX | 35,835 | 0 | ||||||||
Mark A. Blinn | Dallas, TX | 2,080 | 0 | ||||||||
James P. Brannen | Panora, IA | 2,080 | 0 | ||||||||
Jane Buchan | Newport Coast, CA | 100,639 | 0 | ||||||||
Gary L. Coleman | Plano, TX | 1,191,502 | 62,941 | ||||||||
Larry M. Hutchison | Duncanville, TX | 1,285,112 | 48,797 | ||||||||
Robert W. Ingram | Jupiter, FL | 32,555 | 0 | ||||||||
Steven P. Johnson | Plano, TX | 12,305 | 0 | ||||||||
Darren M. Rebelez | West Des Moines, IA | 21,488 | 0 | ||||||||
Mary E. Thigpen | Alpharetta, GA | 9,486 | 0 | ||||||||
J. Matthew Darden | Frisco, TX | 115,976 | 1,458 | ||||||||
Steven J. DiChiaro | Frisco, TX | 108,000 | 3,846 | ||||||||
Steven K. Greer | McKinney, TX | 193,157 | 0 | ||||||||
Jason A. Harvey | McKinney, TX | 28,973 | 2,065 | ||||||||
Jennifer A. Haworth | Celina, TX | 63,775 | 1,634 | ||||||||
Mary E. Henderson | McKinney, TX | 37,144 | 0 | ||||||||
M. Shane Henrie | Plano, TX | 20,175 | 126 | ||||||||
Robert E. Hensley | McKinney, TX | 0 | 0 | ||||||||
Thomas P. Kalmbach | McKinney, TX | 47,500 | 228 | ||||||||
Michael C. Majors | Dallas, TX | 99,633 | 0 | ||||||||
Kenneth J. Matson | McKinney, TX | 134,693 | 0 | ||||||||
James E. McPartland | Allen, TX | 111,203 | 0 | ||||||||
R. Brian Mitchell | McKinney, TX | 133,000 | 63,215 | ||||||||
Christopher T. Moore | Frisco, TX | 23,653 | 999 | ||||||||
Pamela I. Ramirez | McKinney, TX | 5,000 | 0 | ||||||||
Joel P. Scarborough | Frisco, TX | 73,766 | 1,298 | ||||||||
Dolores L. Skarjune | Flower Mound, TX | 22,050 | 0 | ||||||||
Frank M. Svoboda | Grapevine, TX | 224,500 | 133,635 | ||||||||
Rebecca E. Zorn | McKinney, TX | 30,875 | 0 | ||||||||
All Directors, Nominees and Executive Officers as a group:
4
|
4,261,580 | 320,242 |
• |
Linda L. Addison
|
• | James P. Brannen | • | Steven P. Johnson | ||||||||||||
• | Marilyn A. Alexander | • | Jane Buchan | • | Darren M. Rebelez | ||||||||||||
• | Cheryl D. Alston | • | Robert W. Ingram | • | Mary E. Thigpen | ||||||||||||
• | Mark A. Blinn |
Lead Director Duties | ||||||||
• | Acting as the principal liaison between the independent directors and the Co-Chairmen of the Board and facilitating the flow of quality and timely information between the independent directors and Company management | |||||||
• | Identifying important issues for Board consideration and coordinating preparation for Board meetings and executive sessions of the Board, including approval of meeting agendas and schedules to assure adequate time for discussion | |||||||
• | Ensuring that directors are encouraged to share their viewpoints and raise questions at Board meetings, facilitating discussion around core issues and helping to achieve consensus | |||||||
• | Leading executive sessions of the Board that encourage open and candid conversations and that provide useful feedback for the Co-Chairmen of the Board | |||||||
• | Leading Board meetings if both Co-Chairmen are not present | |||||||
• | Assisting the Committee Chairs and individual Board members in fulfilling their roles and responsibilities, upon request | |||||||
• | Working with the Governance and Nominating Committee to ensure that a strong executive development and succession planning process operates continuously in the Company and that independent Board members are fully informed of the process and properly fulfill their roles | |||||||
• | Leading the Board through the Co-CEO/Co-Chairmen succession planning process, including overall timing and candidate identification, selection and leadership transition | |||||||
• | Working with the Governance and Nominating Committee to ensure that: (1) a robust Board and individual director evaluation process occurs regularly; (2) underperforming directors, if any, are identified and offered assistance for improvement; and (3) the Board has the appropriate set of skills and experiences to fulfill its responsibilities | |||||||
• | Approving retention of Board consultants, except consultants explicitly retained pursuant to Committee responsibilities | |||||||
• | Calling special purpose meetings of the independent directors | |||||||
• | Being available for consultation and communication with shareholders upon request of the Co-Chairmen of the Board | |||||||
• | Assisting in a crisis situation by coordinating communication with the Board and providing other assistance as requested by management | |||||||
• | Performing other duties consistent with the Lead Director role as requested by the Board or management |
Board of Directors | ||||||||||||||||||||||||||||||||
•
Strategic Planning & Resource Allocation Risk
•
Credit Risk
|
•
Mortality Risk
•
IT & Systems Risk
•
Brand Reputation Risk
|
•
Competition Risk
•
Business Resiliency Risk
•
Third-Party Risk
|
||||||||||||||||||||||||||||||
Audit Committee | Compensation Committee | Governance and Nominating Committee | ||||||||||||||||||||||||||||||
•
Financial Reporting Risk
•
Legal Risk
•
Compliance Risk
•
Information Security Risk
•
Fraud Risk
•
Disaster Risk
|
•
Compensation and Benefits Risk
•
Incentive Risk
|
•
Governance Risk
•
Corporate Culture Risk
•
Talent Risk
•
Succession Planning Risk
•
Standards of Conduct Risk
|
||||||||||||||||||||||||||||||
Risk Owners | ERM Committee |
Audit
Committee |
Board
of Directors |
||||||||||||||||||||||||||||||||||||||
Risk Liaisons | |||||||||||||||||||||||||||||||||||||||||
Subsidiary
Risk Committees |
ERM
Department |
Governance &
Nominating Committee |
|||||||||||||||||||||||||||||||||||||||
Compensation
Committee |
|||||||||||||||||||||||||||||||||||||||||
Board of Directors | |||||||||||||||||||||||||||||
Audit
Committee |
Compensation
Committee |
Governance and
Nominating Committee |
|||||||||||||||||||||||||||
•
Enterprise Risk Management
•
Data Privacy & Cybersecurity
•
Financial Accountability & Transparency
•
Climate Change Impact on Financial Risks
|
•
Compensation & Benefits
•
Executive Compensation
•
Pay Equity
•
Diversity, Equity & Inclusion
|
•
Board/Committee Composition
•
Employee Health, Safety & Wellness
•
Corporate Culture, Employee Engagement
•
Employee Learning & Development
•
Diversity, Equity & Inclusion
•
Human Rights
•
Ethical Business Practices
|
|||||||||||||||||||||||||||
ERM
Committee |
|||||||||||||||||||||||||||||
ESG
Committee |
Director | Board Committees | ||||||||||
Audit Committee | Compensation Committee | Governance and Nominating Committee | |||||||||
Charles E. Adair
1
|
M | ||||||||||
Linda L. Addison | C | ||||||||||
Cheryl D. Alston | M | ||||||||||
Marilyn A. Alexander | C | ||||||||||
Mark A. Blinn | M | ||||||||||
James P. Brannen | M | ||||||||||
Jane Buchan | M | ||||||||||
Robert W. Ingram (L) | M | ||||||||||
Steven P. Johnson | C | ||||||||||
Darren M. Rebelez | M | ||||||||||
Mary E. Thigpen | M | ||||||||||
Number of Meetings Held in 2021
2
|
9 | 5 | 4 |
(L) - Lead Director; C - Chair; M - Member
1
Scheduled to retire immediately prior to the Annual Meeting on April 28, 2022.
2
The Audit Committee held 1 physical meeting, 3 videoconference meetings, and 5 teleconference meetings in 2021; the Compensation Committee held 1 physical meeting and 4 videoconference meetings in 2021; and the Governance and Nominating Committee held 1 physical meeting and 3 videoconference meetings in 2021.
|
Committees | Committee Responsibilities | ||||
Audit
Committee
|
•
reviews and discusses with management and the independent registered public accounting firm the Company’s audited financial statements and quarterly financial statements prior to filing, the Company’s earnings press releases and financial information and earnings guidance, and the Company’s policies for financial risk assessment and management;
•
selects, appoints, reviews and, if necessary, discharges the independent auditors;
•
reviews the scope of the independent auditors’ audit plan and pre-approves audit and non-audit services;
•
reviews the adequacy of the Company’s system of internal controls over financial reporting;
•
periodically reviews pending litigation and regulatory matters;
•
reviews the performance of the Company’s internal audit function;
•
reviews related party disclosures to assure that they are adequately disclosed in the Company’s financial statements and other SEC filings;
•
reviews and appropriately treats complaints and concerns regarding accounting, internal accounting controls or auditing matters pursuant to a confidential “whistleblower” policy;
•
discusses the Company’s major financial risk exposures and the steps that management has taken to monitor and control such exposures;
•
monitors and periodically reports to the Board regarding management’s enterprise risk management processes;
•
meets with the Company’s independent auditors and internal auditors both with and without management present at each of its regular quarterly meetings;
•
evaluates the Company’s internal auditors and performs an annual evaluation of the independent auditor utilizing the external auditor evaluation tool developed by the Center for Audit Quality and several other governance organizations; and
•
reviews information security and technology risks and provides guidance to management with respect to information security and privacy policies.
|
||||
Current Committee Members | |||||
Steven P. Johnson, Chair | |||||
Cheryl D. Alston | |||||
Mark A. Blinn | |||||
Mary E. Thigpen | |||||
Compensation Committee |
•
determines the Company's stated general compensation philosophy and strategy;
•
reviews and determines the compensation of senior management of the Company and its subsidiaries at certain levels, including establishing goals and objectives for the Co-CEOs’ compensation, evaluating each Co-CEO’s performance in light thereof, and recommending their total compensation to the independent directors for their approval;
•
establishes the annual bonus pool;
•
administers the Company’s Management Incentive Plan and stock incentive plans;
•
makes recommendations to the Board with respect to executive compensation, incentive compensation plans and equity-based plans;
•
reviews and recommends to the Board non-management director compensation;
•
reviews and discusses with Company management the Compensation Discussion and Analysis section and recommends to the Board that it be included in the annual Proxy Statement; and
•
oversees preparation of the Compensation Committee Report in the annual Proxy Statement.
The Compensation Committee is authorized to retain its own independent compensation consultant and has retained Board Advisory, Inc. as its independent compensation consultant. The Compensation Committee receives input and recommendations from the Co-CEOs and other members of Company management on compensation matters more fully described in the
Compensation Discussion and Analysis
section of this Proxy Statement and delegates day-to-day administrative functions for implementation of its compensation decisions and programs to Company officers.
|
||||
Current Committee Members | |||||
Linda L. Addison, Chair | |||||
Charles E. Adair | |||||
James P. Brannen | |||||
Jane Buchan | |||||
Governance and Nominating Committee |
•
receives and evaluates qualifications of potential director candidates;
•
identifies individuals qualified to become Board members consistent with criteria set by the Board and recommends to the Board director nominees;
•
reviews, assesses and recommends to the Board an 'independence' determination with respect to each of the directors for purposes of Board membership (or committee membership, where applicable);
•
recommends the directors to be appointed to Board committees, the committee chairs and the Lead Director;
•
develops and recommends to the Board a set of governance guidelines and codes of business conduct and ethics for the Company;
•
monitors and annually evaluates how effectively the Board and Company have implemented the Governance Guidelines;
•
assesses and monitors, throughout the organization, issues related to the Company's corporate governance risk, corporate culture risk and human capital risk;
•
oversees the development and monitors the implementation of succession planning, both long term and emergency, for the Board, the Co-CEOs and executive management; and
•
oversees evaluations of the performance of the Board, individual Board members, Board committees, and the Co-CEOs, as coordinated by the Lead Director, and monitors the Co-CEOs’ evaluations of executive management.
The Governance and Nominating Committee will receive, evaluate and consider the names and qualifications of any potential director candidates from all sources, including shareholders of the Company. Recommendations of potential director candidates and supporting material may be directed to the Governance and Nominating Committee in care of the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070. Additionally, any Company shareholder entitled to vote at a shareholder meeting at which election of directors will be considered may use the director nomination procedures contained in Article III, Section 2 of the Company’s By-laws. The Company has also adopted proxy access, as set forth in Article III, Section 3 of the Company's By-laws. These procedures are described more fully in
Procedures for Director Nominations by Shareholders
of this Proxy Statement.
|
||||
Current Committee Members | |||||
Marilyn A. Alexander, Chair | |||||
Robert W. Ingram | |||||
Darren M. Rebelez | |||||
![]() |
||||||||||||||||||||
The Company’s Corporate Governance Guidelines also discuss the following director qualification standards: | ||||||||||||||||||||
• | Board Membership Criteria | |||||||||||||||||||
– | Independence | |||||||||||||||||||
– | Limits on Number of Boards on which a Director Serves | |||||||||||||||||||
– | A Former Chief Executive Officer's Board Membership | |||||||||||||||||||
– | Directors who Change Present Job Responsibilities | |||||||||||||||||||
• | Size of the Board | |||||||||||||||||||
• | Director Terms | |||||||||||||||||||
• | Retirement Age and Tenure Policy | |||||||||||||||||||
• | Selection of Chairman of the Board | |||||||||||||||||||
The Board identifies the need to add a new Board member
meeting certain criteria, or to fill a vacancy on the Board |
||||||||
![]() |
||||||||
The Governance & Nominating Committee initiates a search, seeking input from other Board members and senior management, and may engage a professional search firm or other consultants to assist in identifying director candidates if necessary | ||||||||
![]() |
||||||||
The Governance & Nominating Committee will evaluate
candidates proposed by shareholders under criteria similar to those used for the evaluation of other candidates |
||||||||
![]() |
||||||||
Candidates who will satisfy any specified criteria and otherwise qualify for membership on the Board are identified and presented to the Governance & Nominating Committee for consideration | ||||||||
![]() |
||||||||
The Lead Director, the Co-CEOs, and at least one member
of the Governance & Nominating Committee, along with other directors, will interview prospective candidate(s) |
||||||||
![]() |
||||||||
The Governance & Nominating Committee meets
to consider and approve final candidate(s) |
||||||||
![]() |
||||||||
The Governance & Nominating Committee seeks
full Board endorsement of selected candidate(s) |
![]() |
![]() |
|||||||||||||||||||
This program opened my eyes to other forms of inclusion. We tend to think it applies only to what we see, but there may be hidden aspects of a person that also need to be taken into account. Allowing an environment of curiosity helps to foster trust, acceptance and one in which we all can grow. | This program really made me take a closer look at myself, my past experiences with DEI, and areas where I can personally improve. I will definitely carry what I've learned with me going forward! | |||||||||||||||||||
![]() |
||||||||||||||||||||
![]() |
Name |
Title |
|||||||
Gary L. Coleman | Chairman and Co-Chief Executive Officer | |||||||
Larry M. Hutchison | Chairman and Co-Chief Executive Officer | |||||||
Frank M. Svoboda | Executive Vice President and Chief Financial Officer | |||||||
J. Matthew Darden | Executive Vice President and Chief Strategy Officer | |||||||
Steven K. Greer | Chief Executive Officer, American Income Life Division | |||||||
Michael C. Majors | Executive Vice President - Administration and Investor Relations |
2021* | 2020 | |||||||||||||
EPS Growth | 8.3 | % | 1.9 | % | ||||||||||
Underwriting Income Growth | 5.3 | % | (1.6) | % | ||||||||||
NOI ROE | 14.0 | % | 13.5 | % | ||||||||||
*Excludes impact of COVID-19 incurred losses of $140 million.
|
Annual Bonus
(as % of Target) |
LTI Award
(on a share equivalent basis) |
|||||||||||||
Co-CEOs | 108.3 | % | No Change | |||||||||||
Other NEOs | 105.7 | % | +7% |
Company Name | Ticker |
2020 Total Policy Income (dollar amounts in millions)
($) |
Total Enterprise Value at 12-31-20 (dollar amounts in millions)
($) |
|||||||||||||||||
AFLAC Inc. | AFL | 18,622 | 33,551 | |||||||||||||||||
American Financial Group Inc. | AFG | 5,118 | 6,878 | |||||||||||||||||
American National Group Inc. | ANAT | 2,529 | 2,663 | |||||||||||||||||
Assurant, Inc. | AIZ | 8,276 | 8,310 | |||||||||||||||||
Cincinnati Financial Corp. | CINF | 5,980 | 14,060 | |||||||||||||||||
CNO Financial Group Inc. | CNO | 2,511 | 6,060 | |||||||||||||||||
Erie Indemnity Company | ERIE | 2,568 | 12,791 | |||||||||||||||||
Fidelity National Financial, Inc. | FNF | 6,298 | 11,791 | |||||||||||||||||
Hanover Insurance Group, Inc. | THG | 4,527 | 4,952 | |||||||||||||||||
Kemper Corp. | KMPR | 4,672 | 6,084 | |||||||||||||||||
Lincoln National Corporation | LNC | 11,743 | 15,078 | |||||||||||||||||
Old Republic International Corp. | ORI | 6,738 | 7,090 | |||||||||||||||||
Primerica, Inc. | PRI | 1,326 | 6,491 | |||||||||||||||||
Principal Financial Group, Inc. | PFG | 6,037 | 15,668 | |||||||||||||||||
Unum Group | UNM | 9,378 | 7,927 | |||||||||||||||||
W. R. Berkley Corp. | WRB | 6,931 | 12,383 | |||||||||||||||||
75th Percentile | 7,267 | 13,109 | ||||||||||||||||||
Median | 6,009 | 8,119 | ||||||||||||||||||
25th Percentile | 4,037 | 6,389 | ||||||||||||||||||
Globe Life Inc. | GL | 3,814 | 11,713 |
![]() |
Realizable Pay
Cash payments received
+
Pension value increases
and “other” compensation
+
Realized value of options exercised or shares that vest
+
Change in unrealized value of outstanding equity awards
|
||||
Horizontal Axis
The percentile ranking of total shareholder return for 2016 to 2020.
Vertical Axis
The percentile ranking of realizable pay earned for 2016 to 2020.
A company’s placement on the graph will vary with the incidence of TSR and realizable pay.
|
|||||
This approach produces awards where the value* is relatively constant as a percentage of market capitalization. This is reflected in the adjacent graph, which shows the grant value of awards as a percentage of market capitalization at the time of grant.
Annual grants to:
•
the Co-CEOs average about 7 basis points each;
•
the total NEOs (including the Co-CEOs) average about 20 basis points;
•
all members of the executive management team (including the NEOs) average about 33 basis points; and
•
all employees average about 50 basis points.
Our grant pattern is consistent with our view of LTI awards being a form of ownership, rather than compensation that should be measured relative to the “market.”
|
![]() |
|||||||
The steady annual grants as a percentage of market capitalization are consistent with the long-term nature of our business. | ||||||||
*The option values used in the above graph are based on their relative value implied by the Plan Share counting method used in the 2018 Plan. This calculation uses a consistent year-over-year relative value, unlike the accounting values which change with the prevailing interest rate and other assumptions.
|
The Company conducted a non-binding, advisory shareholder vote on executive compensation (known as a “Say-on-Pay” vote), as disclosed in the 2021 Proxy Statement, at its Annual Meeting held on April 29, 2021. At that meeting, the voting shareholders overwhelmingly approved (approximately 93%) on an advisory basis the executive compensation disclosed in the 2021 Proxy Statement.
The Company has considered the results of the “Say-on-Pay” vote in determining its compensation policies and decisions. Company management evaluated the support levels in these advisory votes in making its recommendations to the Compensation Committee regarding 2022 salaries, 2021 bonus decisions and equity awards to the NEOs following a “pay for performance” model. The Compensation Committee also reviewed these 2021 voting results and considered them in establishing the compensation levels for the NEOs other than the Co-CEOs in 2022 and in making its recommendations to the full Board regarding Co-CEO compensation in 2022.
|
93
%
|
|||||||
of the votes cast on the proposal were in support of our 2020 compensation program |
The total compensation package for all executives at the Company and its subsidiaries, including the NEOs, consists of multiple elements. Some of these elements focus on compensation paid during the executive’s active working career, while others focus on compensation and benefits paid upon or related to retirement. Executives may also receive certain limited perquisites and personal benefits.
When the Committee annually reviews compensation, it primarily focuses on the “Target Pay” of the executive – the salary, target bonus and accounting grant value of long-term incentives.
The adjacent graph shows the relative importance of these elements in the Co-CEO 2021 target pay mix and illustrates that
88
% is performance-linked.
|
![]() |
||||||||||
Name |
2021 Salary
($) |
2022 Salary
($) |
||||||
Gary L. Coleman | 1,000,000 | 1,025,000 | ||||||
Larry M. Hutchison | 1,000,000 | 1,025,000 | ||||||
Frank M. Svoboda | 590,000 | 650,000 | ||||||
J. Matthew Darden | 590,000 | 650,000 | ||||||
Steven K. Greer | 505,000 | 530,000 | ||||||
Michael C. Majors | 445,000 | 465,000 |
EPS
Growth (40%) |
Underwriting Income
Growth (30%) |
NOI ROE
(30%) |
|||||||||||||||
Threshold | 50 | % | 1.0% | 0.0% | 12.8% | ||||||||||||
Target | 100 | % | 6.0% | 4.5% | 13.8% | ||||||||||||
Maximum | 150 | % | 11.0% | 9.0% | 14.8% |
Name |
Target
Bonus as a % of Salary |
Target Bonus Amount
1
($)
|
Framework Bonus
2
($)
|
Actual
Bonus Paid ($) |
||||||||||
Gary L. Coleman | 140% | 1,400,000 | 1,516,000 | 1,520,000 | ||||||||||
Larry M. Hutchison | 140% | 1,400,000 | 1,516,000 | 1,520,000 | ||||||||||
Frank M. Svoboda | 65% | 384,000 | 416,000 | 410,000 | ||||||||||
J. Matthew Darden | 65% | 384,000 | 416,000 | 410,000 | ||||||||||
Michael C. Majors | 55% | 245,000 | 265,000 | 245,000 | ||||||||||
Total | 3,813,000 | 4,129,000 | 4,105,000 |
1
Reflects target bonus amount based on targeted EPS growth, underwriting income growth and NOI ROE in 2021. The degree to which these objective criteria were achieved, along with subjective criteria considered by the Compensation Committee, were used in determining (or, in the case of the Co-CEOs, recommending to the independent members of the Board) the amount by which the maximum bonus payable to each participating NEO would be reduced. The threshold bonus amount is equal to half the target. The maximum bonus is equal to the lesser of 150% of target or the amount allowed by the MIP Plan. Rounded to the thousandth (000).
2
Bonus earned based on the 2021 performance framework, before Compensation Committee discretion, was equal to 108.3% of Target Bonus, rounded to the thousandth (000).
|
Stock
Options |
• | Granted to all equity award recipients | ||||||
• | No timing of awards - made annually at the February Compensation Committee meeting | |||||||
• | Granted at market price | |||||||
• | Options generally have a 7-year term, vesting 50% on 2nd-year anniversary of grant date and remaining 50% on 3rd-year anniversary | |||||||
Performance Shares | • | Performance-based vesting | ||||||
• | Awards granted based on cumulative performance over a 3-year period | |||||||
• | Granted only to members of the executive management team | |||||||
Restricted Stock | • | Since 2013, restricted stock has only been granted to executive officers on a select basis where there is a need for further retention | ||||||
• | These awards, historically, have vested after 5 years, with no partial vesting or vesting for early retirement | |||||||
• | No time-vested restricted stock awards were made to NEOs in 2021 |
|
EPS
Growth
(40%)
|
Underwriting Income
Growth
(30%)
|
Average
NOI ROE
(30%)
|
||||||||||||||
Threshold | 50 | % | 3.0% | 1.0% | 12.6% | ||||||||||||
Target | 100 | % | 7.0% | 5.0% | 13.6% | ||||||||||||
Maximum | 150 | % | 11.0% | 9.0% | 14.6% |
Position |
Stock Ownership
Level |
||||
Chief Executive Officer(s) of Company | 6 x Annual Salary | ||||
Executive Vice Presidents of Company | 3 x Annual Salary | ||||
Chief Executive Officers of Agency/Marketing Divisions of Principal Insurance Subsidiaries | 2 x Annual Salary | ||||
Executive Officers of Company and its Subsidiaries designated by Governance & Nominating Committee | 1 x Annual Salary | ||||
Non-Management Directors of Company | 5 x Annual Cash Retainer | ||||
All Employees | Designated Executives | ||||||||||
• | Defined Benefit Pension Plan | • | Retirement Life Insurance Agreements | ||||||||
• | Group Term Life Insurance | • | Supplemental Executive Retirement Plan (SERP) | ||||||||
• | Post-Employment Health Coverage |
Company Match
1
|
Pre-Tax Contributions | ||||
100% |
First 1% of Salary
|
||||
50% | Next 5% of Salary |
Name and
Principal Position |
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
1,2,3
($)
|
Option
Awards
4
($)
|
Non-Equity
Incentive Plan Compensation ($) |
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
5
($)
|
All Other
Compensation
6
($)
|
Total
($) |
|||||||||||||||||||||||||||||
Gary L. Coleman | 2021 | 1,000,096 | 0 | 3,244,560 | 2,521,400 | 1,520,000 | 0 | 67,698 | 8,353,754 | |||||||||||||||||||||||||||||
Co-Chairman and
Chief Executive Officer |
2020 | 1,007,981 | 0 | 3,324,420 | 2,037,000 | 810,000 | 1,939,280 | 40,229 | 9,158,910 | |||||||||||||||||||||||||||||
2019 | 942,308 | 0 | 2,889,600 | 2,130,000 | 1,590,000 | 717,872 | 72,499 | 8,342,279 | ||||||||||||||||||||||||||||||
Larry M. Hutchison | 2021 | 1,000,096 | 0 | 3,244,560 | 2,521,400 | 1,520,000 | 0 | 37,610 | 8,323,666 | |||||||||||||||||||||||||||||
Co-Chairman and
Chief Executive Officer |
2020 | 1,007,981 | 0 | 3,324,420 | 2,037,000 | 810,000 | 1,210,731 | 53,232 | 8,443,364 | |||||||||||||||||||||||||||||
2019 | 942,308 | 0 | 2,889,600 | 2,130,000 | 1,590,000 | 745,486 | 39,869 | 8,337,263 | ||||||||||||||||||||||||||||||
Frank M. Svoboda | 2021 | 590,058 | 0 | 1,081,520 | 1,170,650 | 410,000 | 462,324 | 28,736 | 3,743,288 | |||||||||||||||||||||||||||||
Executive Vice President &
Chief Financial Officer |
2020 | 596,711 | 0 | 1,108,140 | 945,750 | 350,000 | 1,323,154 | 24,544 | 4,348,299 | |||||||||||||||||||||||||||||
2019 | 559,538 | 0 | 990,720 | 923,000 | 435,000 | 1,276,063 | 23,537 | 4,207,858 | ||||||||||||||||||||||||||||||
J. Matthew Darden | 2021 | 590,077 | 0 | 884,880 | 900,500 | 410,000 | 248,794 | 23,949 | 3,058,200 | |||||||||||||||||||||||||||||
Executive Vice President &
Chief Strategy Officer |
2020 | 591,115 | 0 | 805,920 | 654,750 | 350,000 | 535,474 | 23,395 | 2,960,654 | |||||||||||||||||||||||||||||
2019 | 539,769 | 0 | 619,200 | 568,000 | 420,000 | 406,093 | 9,800 | 2,562,862 | ||||||||||||||||||||||||||||||
Steven K. Greer | 2021 | 505,058 | 300,000 | 786,560 | 720,400 | 0 | 150,151 | 9,760 | 2,471,929 | |||||||||||||||||||||||||||||
Chief Executive Officer,
American Income Life Division |
2020 | 508,442 | 265,000 | 755,550 | 582,000 | 0 | 414,302 | 38,683 | 2,563,977 | |||||||||||||||||||||||||||||
2019 | 474,654 | 270,000 | 660,480 | 568,000 | 0 | 237,233 | 96,035 | 2,306,402 | ||||||||||||||||||||||||||||||
Michael C. Majors | 2021 | 445,038 | 0 | 688,240 | 666,370 | 245,000 | 297,698 | 11,743 | 2,354,089 | |||||||||||||||||||||||||||||
Executive Vice President - Administration & Investor Relations | ||||||||||||||||||||||||||||||||||||||
Name | Year |
Increase
in Present Value Pension Plan ($) |
Decrease
in Present Value Pension Plan ($) |
Increase
in Present Value SERP ($) |
Decrease
in Present Value SERP ($) |
||||||||||||
Gary L. Coleman | 2021 | 156,324 | 574,094 | ||||||||||||||
2020 | 374,973 | 1,564,307 | |||||||||||||||
2019 | 184,064 | 533,808 | |||||||||||||||
Larry M. Hutchison | 2021 | 144,344 | 522,869 | ||||||||||||||
2020 | 255,108 | 955,623 | |||||||||||||||
2019 | 183,740 | 561,746 | |||||||||||||||
Frank M. Svoboda | 2021 | 106,189 | 356,135 | ||||||||||||||
2020 | 259,057 | 1,064,097 | |||||||||||||||
2019 | 286,323 | 989,740 | |||||||||||||||
J. Matthew Darden | 2021 | 63,659 | 185,135 | ||||||||||||||
2020 | 129,478 | 405,996 | |||||||||||||||
2019 | 116,661 | 289,432 | |||||||||||||||
Steven K. Greer | 2021 | 54,484 | 95,667 | ||||||||||||||
2020 | 112,543 | 301,759 | |||||||||||||||
2019 | 91,686 | 145,547 | |||||||||||||||
Michael C. Majors | 2021 | 82,715 | 214,983 | ||||||||||||||
Name |
Perquisites*
($)
|
401(k) Match
($) |
Excess Premiums for Additional Life Insurance
($) |
Total
($) |
||||||||||||||||
Gary L. Coleman | 30,088 | 10,150 | 27,460 | 67,698 | ||||||||||||||||
Larry M. Hutchison | 10,150 | 27,460 | 37,610 | |||||||||||||||||
Frank M. Svoboda | 12,841 | 10,150 | 5,745 | 28,736 | ||||||||||||||||
J. Matthew Darden | 13,799 | 10,150 | 23,949 | |||||||||||||||||
Steven K. Greer | 9,760 | 9,760 | ||||||||||||||||||
Michael C. Majors | 10,150 | 1,593 | 11,743 |
*For Mr. Coleman, the amount listed reflects the aggregate incremental cost of personal use of corporate aircraft ($29,588) and a holiday charitable contribution. For Messrs. Svoboda and Darden, the amount reflects the aggregate incremental cost of personal use of certain Company-purchased tickets and country club dues.
|
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards
1
|
Estimated Future Payouts Under Equity Incentive Plan Awards
2
|
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
All Other
Option
Awards:
Number of
Securities
Underlying
Options
3
(#)
|
Exercise or Base Price
of Option Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards
4
($)
|
|||||||||||||||||||||||||||||||||
Name | Award Type |
Grant
Date |
Threshold
($) |
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
||||||||||||||||||||||||||||||
Gary L. Coleman | Options | 2/24/2021 | 140,000 | 98.32 | 2,521,400 | |||||||||||||||||||||||||||||||||
Performance
Shares |
2/24/2021 | 16,500 | 33,000 | 49,500 | 3,244,560 | |||||||||||||||||||||||||||||||||
Annual Cash | 700,000 | 1,400,000 | 2,100,000 | |||||||||||||||||||||||||||||||||||
Larry M. Hutchison | Options | 2/24/2021 | 140,000 | 98.32 | 2,521,400 | |||||||||||||||||||||||||||||||||
Performance
Shares |
2/24/2021 | 16,500 | 33,000 | 49,500 | 3,244,560 | |||||||||||||||||||||||||||||||||
Annual Cash | 700,000 | 1,400,000 | 2,100,000 | |||||||||||||||||||||||||||||||||||
Frank M. Svoboda | Options | 2/24/2021 | 65,000 | 98.32 | 1,170,650 | |||||||||||||||||||||||||||||||||
Performance
Shares |
2/24/2021 | 5,500 | 11,000 | 16,500 | 1,081,520 | |||||||||||||||||||||||||||||||||
Annual Cash | 191,750 | 383,500 | 575,250 | |||||||||||||||||||||||||||||||||||
J. Matthew Darden | Options | 2/24/2021 | 50,000 | 98.32 | 900,500 | |||||||||||||||||||||||||||||||||
Performance
Shares |
2/24/2021 | 4,500 | 9,000 | 13,500 | 884,880 | |||||||||||||||||||||||||||||||||
Annual Cash | 191,750 | 383,500 | 575,250 | |||||||||||||||||||||||||||||||||||
Steven K. Greer | Options | 2/24/2021 | 40,000 | 98.32 | 720,400 | |||||||||||||||||||||||||||||||||
Performance
Shares |
2/24/2021 | 4,000 | 8,000 | 12,000 | 786,560 | |||||||||||||||||||||||||||||||||
Annual Cash | ||||||||||||||||||||||||||||||||||||||
Michael C. Majors | Options | 2/24/2021 | 37,000 | 98.32 | 666,370 | |||||||||||||||||||||||||||||||||
Performance
Shares |
2/24/2021 | 3,500 | 7,000 | 10,500 | 688,240 | |||||||||||||||||||||||||||||||||
Annual Cash | 122,375 | 244,750 | 367,125 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||
Name |
Grant
Date |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Grant
Date |
Number
of Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|||||||||||||||||||||||||||||||||||||||
Gary L. Coleman | 02/24/21 | 140,000 | 1 | 98.3200 | 02/24/28 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 140,000 | 1 | 100.7400 | 02/26/27 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 75,000 | 75,000 | 1 | 82.5600 | 02/28/26 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/18 | 150,000 | 87.6000 | 02/26/25 | |||||||||||||||||||||||||||||||||||||||||||||||
02/21/17 | 150,000 | 77.2600 | 02/21/24 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/16 | 50,000 | 50.6400 | 02/24/26 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/21 | 49,500 | 4 | 4,639,140 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 33,000 | 5 | 3,092,760 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 15,680 | 2 | 1,469,530 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Larry M. Hutchison | 02/24/21 | 140,000 | 1 | 98.3200 | 02/24/28 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 140,000 | 1 | 100.7400 | 02/26/27 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 75,000 | 75,000 | 1 | 82.5600 | 02/28/26 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/18 | 150,000 | 87.6000 | 02/26/25 | |||||||||||||||||||||||||||||||||||||||||||||||
02/21/17 | 150,000 | 77.2600 | 02/21/24 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/16 | 50,000 | 50.6400 | 02/24/26 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/21 | 49,500 | 4 | 4,639,140 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 33,000 | 5 | 3,092,760 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 15,680 | 2 | 1,469,530 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Frank M. Svoboda | 02/24/21 | 65,000 | 1 | 98.3200 | 02/24/28 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 65,000 | 1 | 100.7400 | 02/26/27 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 32,500 | 32,500 | 1 | 82.5600 | 02/28/26 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/18 | 65,000 | 87.6000 | 02/26/25 | |||||||||||||||||||||||||||||||||||||||||||||||
02/21/17 | 62,000 | 77.2600 | 02/21/24 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/21 | 16,500 | 4 | 1,546,380 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 11,000 | 5 | 1,030,920 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 5,376 | 2 | 503,839 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
J. Matthew Darden
6
|
02/24/21 | 50,000 | 1 | 98.3200 | 02/24/28 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 45,000 | 1 | 100.7400 | 02/26/27 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 15,960 | 20,000 | 1 | 82.5600 | 02/28/26 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/18 | 24,890 | 87.6000 | 02/26/25 | |||||||||||||||||||||||||||||||||||||||||||||||
02/21/17 | 19,551 | 77.2600 | 02/21/24 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/21 | 13,500 | 4 | 1,265,220 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 8,000 | 5 | 749,760 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 3,360 | 2 | 314,899 | 3 |
Option Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||||||||
Name |
Grant
Date |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) |
Option
Exercise Price ($) |
Option
Expiration Date |
Grant
Date |
Number
of Shares or Units of Stock That Have Not Vested (#) |
Market
Value of Shares or Units of Stock That Have Not Vested ($) |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) |
|||||||||||||||||||||||||||||||||||||||
Steven K. Greer | 02/24/21 | 40,000 | 1 | 98.3200 | 02/24/28 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 40,000 | 1 | 100.7400 | 02/26/27 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 20,000 | 20,000 | 1 | 82.5600 | 02/28/26 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/18 | 40,000 | 87.6000 | 02/26/25 | |||||||||||||||||||||||||||||||||||||||||||||||
02/21/17 | 38,000 | 77.2600 | 02/21/24 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/16 | 35,000 | 50.6400 | 02/24/23 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/21 | 12,000 | 4 | 1,124,640 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 7,500 | 5 | 702,900 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 3,584 | 2 | 335,892 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
Michael C. Majors | 02/24/21 | 37,000 | 1 | 98.3200 | 02/24/28 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 37,000 | 1 | 100.7400 | 02/26/27 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 17,500 | 17,500 | 1 | 82.5600 | 02/28/26 | |||||||||||||||||||||||||||||||||||||||||||||
02/26/18 | 18,000 | 87.6000 | 02/26/25 | |||||||||||||||||||||||||||||||||||||||||||||||
02/24/21 | 10,500 | 4 | 984,060 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/26/20 | 7,000 | 5 | 656,040 | 3 | ||||||||||||||||||||||||||||||||||||||||||||||
02/28/19 | 3,136 | 2 | 293,906 | 3 |
Option Awards | Stock Awards | |||||||||||||||||||||||||
Executive |
Number of
Shares Acquired on Exercise (#) |
Value Realized
on Exercise
1
($)
|
Number of
Shares Acquired on Vesting (#) |
Value
Realized on
Vesting
2
($)
|
||||||||||||||||||||||
Gary L. Coleman | 175,000 | 8,737,792 | 49,912 | 3 | 4,907,348 | 9 | ||||||||||||||||||||
Larry M. Hutchison | 175,000 | 8,729,094 | 49,912 | 4 | 4,907,348 | |||||||||||||||||||||
Frank M. Svoboda | 90,000 | 4,474,839 | 17,113 | 5 | 1,682,550 | 10 | ||||||||||||||||||||
J. Matthew Darden | 0 | 0 | 7,471 | 6 | 734,549 | 11 | ||||||||||||||||||||
Steven K. Greer | 0 | 0 | 11,408 | 7 | 1,121,635 | 12 | ||||||||||||||||||||
Michael C. Majors | 42,000 | 846,767 | 7,131 | 8 | 701,120 | 13 |
Name | Plan Name |
Number of
Years Credited Service (#) |
Present Value of
Accumulated
Benefit
1
($)
|
Payments
During Last Fiscal Year ($) |
|||||||||||||
Gary L. Coleman | Pension Plan | 40 | 2,737,805 | 0 | |||||||||||||
SERP | 40 | 8,639,431 | 0 | ||||||||||||||
Larry M. Hutchison | Pension Plan | 36 | 2,559,449 | 0 | |||||||||||||
SERP | 36 | 7,915,043 | 0 | ||||||||||||||
Frank M. Svoboda | Pension Plan | 18 | 1,664,932 | 0 | |||||||||||||
SERP | 18 | 4,551,245 | 0 | ||||||||||||||
J. Matthew Darden | Pension Plan | 7 | 492,232 | 0 | |||||||||||||
SERP | 7 | 1,231,883 | 0 | ||||||||||||||
Steven K. Greer | Pension Plan | 6 | 386,498 | 0 | |||||||||||||
SERP | 6 | 677,309 | 0 | ||||||||||||||
Michael C. Majors | Pension Plan | 27 | 1,898,991 | 0 | |||||||||||||
SERP | 27 | 2,219,436 | 0 |
• | upon termination of their employment, in connection with stock options issued under the Company’s various incentive plans; | ||||||||||
• |
upon termination of employment, in connection with performance shares awarded under the 2018 Plan;
|
||||||||||
• | at age 65, in the form of an insurance policy under a Retirement Life Insurance Benefit Agreement; and | ||||||||||
• | upon termination of their employment in the executive’s chosen form of annuitized payment under the SERP. |
• | the triggering event (termination of employment, retirement, or change-in-control) occurred on December 31, 2021; | ||||||||||
• | the per share price of Company stock is $93.72, which was the closing price of the stock on December 31, 2021; | ||||||||||
• | the ages of the NEOs as of December 31, 2021 were Gary L. Coleman (age 68), Larry M. Hutchison (age 67), Frank M. Svoboda (age 60), J. Matthew Darden (age 50); Steven K. Greer (age 49); and Michael C. Majors (age 59); and | ||||||||||
• |
the NEOs’ salaries and non-equity incentive plan compensation are what is reflected for them in the
Summary Compensation Table
.
|
Voluntary Termination
1
|
Involuntary Termination without Cause
1
|
Termination for
Cause
2
|
Early Retirement
at or after age 55 but before age 60 |
Retirement
at or after age 60 but before age 65 |
Normal Retirement at or after age 65 | Disability | Death | ||||||||||||||||
one month after termination of employment or expiration of stated option term, whichever
is shorter |
three
months after termination of employment or expiration of stated option term, whichever is shorter |
all outstanding
options forfeited upon termination of employment |
three years from retirement date or expiration of stated option term, whichever is shorter | five years from retirement date or expiration of stated option term, whichever is shorter | remaining balance of option term, and all options remaining unvested vest in full on retirement date |
remaining balance of
option term, and all options remaining unvested immediately vest in full |
remaining balance of option term or one year from date of death, whichever is longer, and all options remaining unvested at date of death immediately vest in full |
Name | Award Type | Voluntary Termination ($) | Involuntary Termination Without Cause ($) | Early Retirement ($) | Retirement at or after Age 60 ($) | Normal Retirement ($) | Disability/Death ($) | ||||||||||||||||
Gary L. Coleman | Stock Options | 7,215,000 | 7,215,000 | ||||||||||||||||||||
Performance Shares | 9,465,720 | 9,465,720 | |||||||||||||||||||||
Larry M. Hutchison | Stock Options | 7,215,000 | 7,215,000 | ||||||||||||||||||||
Performance Shares | 9,465,720 | 9,465,720 | |||||||||||||||||||||
Frank M. Svoboda | Stock Options | 2,143,720 | 2,143,720 | ||||||||||||||||||||
Performance Shares | 318,648 | 3,186,480 | |||||||||||||||||||||
J. Matthew Darden
1
|
Stock Options | 652,250 | 875,449 | 875,449 | |||||||||||||||||||
Performance Shares | 2,296,140 | ||||||||||||||||||||||
Steven K. Greer | Stock Options | 2,601,280 | 2,824,480 | 2,824,480 | |||||||||||||||||||
Performance Shares | 2,202,420 | ||||||||||||||||||||||
Michael C. Majors | Stock Options | 500,760 | 500,760 | ||||||||||||||||||||
Performance Shares | 1,968,120 | ||||||||||||||||||||||
1
Includes values for stock options that would be realized in the event of Mr. Darden's involuntary termination ($30,020) or disability/death ($30,020) forfeited and transferred to his former spouse as a result of a 2020 divorce decree; and interests in 13.45% of the unvested performance shares granted in 2019, which will be similarly forfeited.
|
Employee’s Age Nearest Birthday
at Date of Retirement
|
Percentage of
Benefit Amount
|
||||
55 | 65% | ||||
56 | 70% | ||||
57 | 75% | ||||
58 | 80% | ||||
59 | 85% | ||||
60 | 90% | ||||
61 | 95% | ||||
62 or over
|
100% |
Name |
SERP Benefits
as of December 31, 2021 ($) |
|||||||
Gary L. Coleman | 672,273 | |||||||
Larry M. Hutchison | 594,885 | |||||||
Frank M. Svoboda | 339,505 | |||||||
Michael C. Majors | 146,675 |
Name |
Stock Options
1
($)
|
Unissued Performance Shares
1
($)
|
|||||||||
Gary L. Coleman | 7,215,000 | 9,465,720 | |||||||||
Larry M. Hutchison | 7,215,000 | 9,465,720 | |||||||||
Frank M. Svoboda | 2,143,720 | 3,186,480 | |||||||||
J. Matthew Darden
1
|
875,449 | 2,296,140 | |||||||||
Steven K. Greer | 2,824,480 | 2,202,420 | |||||||||
Michael C. Majors | 500,760 | 1,968,120 | |||||||||
1
Includes intrinsic option values ($30,020) for stock options forfeited and transferred to Mr. Darden's former spouse as a result of a 2020 divorce decree; and values for interests in 13.45% of unvested performance shares granted in 2019, which will be similarly forfeited.
|
Name |
Fees
Earned or Paid in Cash ($) |
Stock
Awards
1
($)
|
Option
Awards
2,3
($)
|
Non-Equity
Incentive Plan Compensation ($) |
Change in
Pension Value and Non- qualified Deferred Compensation Earnings ($) |
All Other
Compensation ($) |
Total
($) |
||||||||||||||||
Charles E. Adair | 100,000 | 0 | 160,013 | 0 | 0 | 0 | 260,013 | ||||||||||||||||
Linda L. Addison | 20,000 | 260,014 | 0 | 0 | 0 | 0 | 280,014 | ||||||||||||||||
Marilyn A. Alexander | 115,000 | 160,037 | 0 | 0 | 0 | 0 | 275,037 | ||||||||||||||||
Cheryl D. Alston | 12,500 | 260,014 | 0 | 0 | 0 | 0 | 272,514 | ||||||||||||||||
Mark A. Blinn | 18,750 | 26,750 | 0 | 0 | 0 | 0 | 45,500 | ||||||||||||||||
James P. Brannen | 16,667 | 26,750 | 0 | 0 | 0 | 0 | 43,417 | ||||||||||||||||
Jane Buchan | 100,000 | 160,037 | 0 | 0 | 0 | 0 | 260,037 | ||||||||||||||||
Robert W. Ingram | 140,000 | 160,037 | 0 | 0 | 0 | 0 | 300,037 | ||||||||||||||||
Steven P. Johnson | 135,000 | 160,037 | 0 | 0 | 0 | 0 | 295,037 | ||||||||||||||||
Darren M. Rebelez | 100,000 | 160,037 | 0 | 0 | 0 | 0 | 260,037 | ||||||||||||||||
Mary E. Thigpen | 112,500 | 160,037 | 0 | 0 | 0 | 0 | 272,537 |
Name and Address | Number of Shares | Percent of Class | ||||||
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, Pennsylvania 19355 |
10,757,918
1
|
10.80% | ||||||
BlackRock, Inc.
55 East 52
nd
Street
New York, New York 10055
|
6,462,907
2
|
6.49% | ||||||
Berkshire Hathaway, Inc.
Berkshire Hathaway Homestate Insurance Co. Berkshire Hathaway Life Insurance Co. of Nebraska National Indemnity Co. Columbia Insurance Co. National Fire & Marine Insurance Co. Warren E. Buffet c/o Berkshire Hathaway, Inc. 3555 Farnam Street Omaha, Nebraska 68131 |
6,353,727
3
|
6.38% | ||||||
Wellington Management Group LLP
Wellington Group Holdings LLP
Wellington Investment Advisors Holdings LLP
c/o Wellington Management Company LLP
280 Congress Street
Boston, Massachusetts 02210
|
5,334,828
4
|
5.36% | ||||||
1
According to a Schedule 13G/A filed with the SEC on February 10, 2022, the Vanguard Group, Inc. reports sole voting power for 0 shares, shared voting power for 152,440 shares, sole dispositive power for 10,372,811 shares, and shared dispositive power for 385,107 shares.
2
According to a Schedule 13G/A filed with the SEC on February 1, 2022, BlackRock, Inc. reports sole voting power for 5,601,246 shares, shared voting power for 0 shares, sole dispositive power for 6,462,907 shares, and shared dispositive power for 0 shares.
3
According to a Schedule 13F filed with the SEC on February 14, 2022, Berkshire Hathaway reports the sole voting power for 6,353,727 shares, shared voting power for 0 shares, sole dispositive power for 0 shares, and shared dispositive power for 6,353,727 shares.
4
According to a Schedule 13G filed with the SEC on February 4, 2022, Wellington Management Group LLP reports sole voting power for 0 shares, shared voting power for 4,431,641 shares, sole dispositive power for 0 shares, and shared dispositive power for 5,334,828 shares.
|
2021 ($) |
2020
($) |
|||||||||||||
Audit Fees
1
|
4,506,908 | 4,648,251 | ||||||||||||
Audit Related Fees
2
|
354,200 | 60,000 | ||||||||||||
Tax Fees
3
|
0 | 0 | ||||||||||||
All Other Fees
4
|
25,000 | 24,852 | ||||||||||||
Total Fees | 4,886,108 | 4,733,103 |
1
Fees for audit services billed in 2021 and 2020 consisted of:
(i) Audit of Company’s annual financial statements and insurance subsidiaries’ statutory financial statements;
(ii) Review of the Company’s quarterly financial statements; and
(iii) Services related to Securities and Exchange Commission filings and regulatory matters.
2
Fees for audit related fees consisted of:
(i) Services related to statutory matters in 2020;
(ii) Services related to the adoption and implementation of accounting standards.
3
Fees for tax fees consisted of:
(i) None.
4
Fees for assistance with subsidiary fund review in 2021 and 2020.
|
Proposal 1 – Election of Directors
|
||
Under the Company’s By-laws, a nominee will be elected to the Board of the Company at the 2022 Annual Meeting if the votes cast “for” the nominee’s election exceed the votes cast “against” the nominee’s election, with abstentions not counting as votes “for” or “against.”
If you do
not instruct your broker how to vote with respect to this item, your broker is not permitted to vote your shares with
respect to the election of directors.
Abstentions and broker non-votes will not be taken into account in determining the outcome of the election of directors.
An uncontested incumbent director is required to submit a contingent letter of resignation to the Board at the time of his/her nomination for consideration by the Governance and Nominating Committee of the Board. If such a director does not receive a majority of votes cast “for” his or her election, the Governance and Nominating Committee is required to consider on an expedited basis such director’s tendered resignation and make a recommendation to the Board concerning the acceptance or rejection of the tendered resignation. The Board is required to take formal action on the Governance and Nominating Committee’s recommendation expeditiously following the date of certification of the election results. The Company will publicly disclose the Board’s decision and its reasoning with regard to the tendered resignation.
|
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm | ||
Under the Company’s By-laws, in order to be approved, this proposal requires an affirmative vote of a majority of the votes cast affirmatively or negatively. This means that the votes that shareholders cast “for” this proposal must exceed the votes that shareholders cast “against” this proposal at the meeting. Abstentions and broker non-votes are not counted as votes cast “for” or “against” and will not be taken into account in determining the outcome of this proposal. |
Proposal 3 – Advisory Vote to Approve Executive Compensation
|
||
Our Board is seeking a non-binding advisory vote regarding the compensation of our named executive officers, as described in the Compensation Discussion and Analysis section, executive compensation tables and accompanying narrative disclosures contained in this Proxy Statement. Under the Company’s By-laws, in order to be approved, this proposal requires an affirmative vote of a majority of the votes cast affirmatively or negatively at the meeting. This means that the votes that shareholders cast “for” this proposal must exceed the votes that shareholders cast “against” this proposal at the meeting. The vote is advisory and non-binding in nature but our Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
If you do not instruct your broker how to vote with respect to this item, your broker may not vote with respect to this proposal.
Abstentions and broker non-votes will not be taken into account in determining the outcome of this proposal.
|
By Order of the Board of Directors
|
||
![]() |
||
Christopher T. Moore
Corporate Senior Vice President, Associate Counsel
and Corporate Secretary
|
Non-GAAP financial measure as referenced within Proxy Statement | Full Non-GAAP reference | Comparable GAAP financial measure | ||||||
Net operating income earnings per diluted common share (EPS) | Net operating income from continuing operations per diluted common share | Net income per diluted common share (EPS) | ||||||
Operating income
1
|
Net operating income from continuing operations | Net income | ||||||
Underwriting income or margin
1
|
Insurance underwriting income or margin | Income before income taxes | ||||||
NOI ROE
2
|
Net operating income as a return on equity, excluding net unrealized gains or losses on fixed maturities | Net income as a return on equity (ROE) | ||||||
Book value per share, excluding net unrealized gains
2
|
Book value per share, excluding net unrealized gains on fixed maturities | Book value per share | ||||||
Adjusted EPS Growth (excluding COVID-19)
3
|
Net operating income from continuing operations, excluding COVID-19 per diluted common share | Net income per diluted common share (EPS) | ||||||
Adjusted underwriting income (excluding COVID-19)
3
|
Insurance underwriting income or margin, excluding COVID-19 | Income before income taxes | ||||||
Adjusted NOI ROE (excluding COVID-19)
3
|
Net operating income as a return on equity, excluding net unrealized gains or losses on fixed maturities and COVID-19 | Net income as a return on equity (ROE) |
2021 | 2020 | |||||||||||||||||||||||||||||||
GAAP | Non-GAAP | Non-GAAP, COVID-19 adjusted* | GAAP | Non-GAAP | Non-GAAP, COVID-19 adjusted* | |||||||||||||||||||||||||||
EPS Growth | 5.9 | % | (0.3) | % | 8.3 | % | (0.1) | % | 1.9 | % | 8.4 | % | ||||||||||||||||||||
Underwriting Income Growth | N/A | (5.7) | % | 5.3 | % | N/A | (1.5) | % | 6.8 | % | ||||||||||||||||||||||
NOI ROE | 8.8 | % | 12.3 | % | 14.0 | % | 9.5 | % | 13.5 | % | 14.3 | % | ||||||||||||||||||||
*Excludes impact of COVID-19 life incurred losses of $140 million in 2021 and $67 million COVID-19 life incurred losses, offset by $7.3 million favorable incurred health claims (net impact of $60 million) in 2020.
|
2021 | 2020 | 2019 | |||||||||||||||||||||||||||||||||||||||
Underwriting income | $ | 666,266 | $ | 706,722 | $ | 717,557 | |||||||||||||||||||||||||||||||||||
COVID-19 losses | 140,399 | 59,680 | — | ||||||||||||||||||||||||||||||||||||||
Adjusted underwriting income (excluding COVID-19) | 806,665 | 766,402 | 717,557 | ||||||||||||||||||||||||||||||||||||||
Excess investment income, corporate and other | 198,703 | 198,641 | 202,502 | ||||||||||||||||||||||||||||||||||||||
Reconciling items, before income taxes
1
|
(92,978) | (68,359) | 11,220 | ||||||||||||||||||||||||||||||||||||||
Income before income taxes (GAAP) | $ | 912,390 | $ | 896,684 | $ | 931,279 | |||||||||||||||||||||||||||||||||||
2021 | 2020 | 2019 | |||||||||||||||
Net operating income
|
$ | 707,497 | $ | 737,592 | $ | 752,102 | |||||||||||
COVID-19 losses, net of tax | 110,915 | 47,147 | — | ||||||||||||||
Adjusted net operating income (excluding COVID-19) | 818,412 | 784,739 | 752,102 | ||||||||||||||
Reconciling items, net of tax
1
|
(73,453) | (52,966) | 8,688 | ||||||||||||||
Net income (GAAP)
|
$ | 744,959 | $ | 731,773 | $ | 760,790 |
2021 | 2020 | ||||||||||
Shareholders' equity (GAAP) | $ | 8,642,806 | $ | 8,771,092 | |||||||
Impact of adjustment to exclude net unrealized gains on fixed maturities and COVID-19 losses | (2,603,808) | (3,123,719) | |||||||||
Shareholders' equity, excluding net unrealized gains on fixed maturities and COVID-19 losses | $ | 6,038,998 | $ | 5,647,373 |
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Stacey Kennedy, President, Americas Region & CEO of PMI’s US Business | |||
Director Qualifications: Mr. Olczak’s intellect and all-encompassing knowledge of the Company serve him well as its CEO and as a member of the Board. As COO, he played an instrumental role in the Company’s transformation and the superior performance of our regions and markets, particularly, in his commitment to consumer centricity, digitalized consumer engagement, and manufacturing optimization, while remaining focused on the growth of our combustible capacities brand portfolio and the seamless deployment of SFPs in over 70 markets worldwide. | |||
|
Name and
Principal Position |
| |
Year
|
| |
Salary
($) |
| |
Stock
Awards ($) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
Change in
Pension Value ($) |
| |
All Other
Compensation ($) |
| |
Total
Compensation ($) |
|
|
Jacek Olczak,
Chief Executive Officer |
| |
2024
|
| |
1,706,594
|
| |
11,785,368
|
| |
5,821,539
|
| |
898,101
|
| |
26,314
|
| |
20,237,916
|
|
|
2023
|
| |
1,649,458
|
| |
13,225,739
|
| |
4,530,802
|
| |
6,055,916
|
| |
18,599
|
| |
25,480,514
|
| |||
|
2022
|
| |
1,461,248
|
| |
9,751,292
|
| |
4,556,303
|
| |
—
|
| |
6,265
|
| |
15,775,108
|
| |||
|
Emmanuel Babeau,
Chief Financial Officer |
| |
2024
|
| |
1,426,010
|
| |
3,961,096
|
| |
2,490,349
|
| |
1,371,989
|
| |
39,630
|
| |
9,289,074
|
|
|
2023
|
| |
1,335,944
|
| |
4,810,773
|
| |
2,166,914
|
| |
1,868,986
|
| |
28,934
|
| |
10,211,551
|
| |||
|
2022
|
| |
1,256,882
|
| |
4,575,952
|
| |
2,245,614
|
| |
403,940
|
| |
37,078
|
| |
8,519,466
|
| |||
|
Frederic de Wilde,
President, South and South-East Asia, Commonwealth of Independent States, Middle East & Africa Region |
| |
2024
|
| |
1,138,937
|
| |
3,601,159
|
| |
2,245,983
|
| |
732,770
|
| |
55,464
|
| |
7,774,313
|
|
|
2023
|
| |
1,103,535
|
| |
2,156,654
|
| |
1,969,931
|
| |
5,290,091
|
| |
253,550
|
| |
10,773,761
|
| |||
|
2022
|
| |
890,375
|
| |
2,051,202
|
| |
1,375,027
|
| |
—
|
| |
16,727
|
| |
4,333,331
|
| |||
|
Stacey Kennedy,
President, Americas Region & CEO of PMI’s US Business |
| |
2024
|
| |
904,926
|
| |
1,572,090
|
| |
1,513,600
|
| |
1,016,815
|
| |
2,313,631
|
| |
7,321,062
|
|
|
2023
|
| |
836,747
|
| |
1,227,935
|
| |
1,181,950
|
| |
1,752,402
|
| |
2,407,624
|
| |
7,406,658
|
| |||
|
Stefano Volpetti,
President, Smoke-Free Inhalable Products & Chief Consumer Officer |
| |
2024
|
| |
1,079,465
|
| |
2,177,277
|
| |
1,502,103
|
| |
916,064
|
| |
44,575
|
| |
5,719,484
|
|
|
2023
|
| |
1,045,066
|
| |
2,297,968
|
| |
1,497,137
|
| |
4,343,543
|
| |
28,356
|
| |
9,212,070
|
| |||
|
2022
|
| |
942,912
|
| |
2,279,999
|
| |
1,347,369
|
| |
—
|
| |
24,483
|
| |
4,594,763
|
|
No Customers Found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
Calantzopoulos Andre | - | 1,094,510 | 0 |
Calantzopoulos Andre | - | 561,349 | 398,412 |
Olczak Jacek | - | 460,321 | 0 |
De Wilde Frederic | - | 198,447 | 0 |
Babeau Emmanuel | - | 182,932 | 0 |
De Wilde Frederic | - | 113,447 | 0 |
Barth Werner | - | 102,918 | 0 |
Volpetti Stefano | - | 91,780 | 0 |
NOTO LUCIO A | - | 89,707 | 17,085 |
Barth Werner | - | 87,321 | 0 |
Andolina Massimo | - | 86,737 | 0 |
Andolina Massimo | - | 72,023 | 0 |
Kennedy Stacey | - | 47,731 | 0 |
Guerin Yann | - | 30,308 | 0 |
Makihara Jun | - | 26,941 | 1,360 |
Dahlgren Lars | - | 26,828 | 0 |
Dobrowolski Reginaldo | - | 20,799 | 7,596 |
Dobrowolski Reginaldo | - | 18,530 | 10,231 |
Yanai Shlomo | - | 8,759 | 0 |
Bough Bonin | - | 6,308 | 0 |
Harker Victoria D | - | 2,416 | 0 |