Form 4: Reinsurance Group of America Director Michele Bang Acquires Phantom Stock as Compensation

Michele Mi Kyung Bang, a Director at Reinsurance Group of America Inc. (RGA), acquired 810 shares of phantom stock as part of her director compensation, valued at $203.75 per share.

Summary

• Michele Mi Kyung Bang, a Director of Reinsurance Group of America Inc. (RGA), acquired 810 shares of phantom stock.
• The acquisition occurred on May 21, 2025, and was reported on May 23, 2025.
• The phantom stock is valued at $203.75 per share, based on the fair market value of RGA's Common Stock.
• These shares were acquired as a deferral of a stock grant for services performed as an independent director.
• Payment for the phantom stock can be elected by the director upon retirement or after a five or seven-year deferral period.
• The shares are distributable upon the director's retirement from the Board in accordance with distribution elections.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates routine corporate governance and director alignment with shareholder interests, without any negative implications.

Positives

• The acquisition of phantom stock by a director aligns the director's interests with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
• This transaction represents a standard form of non-cash compensation for independent directors, indicating a structured approach to governance and executive incentives.

Future Outlook

The phantom stock is subject to future distribution upon the director's retirement from the Board or after a five or seven-year deferral period, based on the director's election.

Industry Context

This transaction is a routine insider filing common across publicly traded companies, reflecting standard compensation practices for independent directors in the financial services and insurance industries. It does not indicate any specific industry trends or competitive shifts.

Comparison to Industry Standards

• The use of phantom stock as a component of director compensation is a common practice among large publicly traded companies, including those in the reinsurance sector, as it aligns director interests with long-term shareholder value without immediate equity dilution.
• The deferral options (retirement or fixed deferral periods) are also standard mechanisms to encourage long-term commitment and tax efficiency for directors, comparable to practices at companies like MetLife, Prudential Financial, or Aflac, which also utilize equity-based compensation for their board members.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock by Michele Mi Kyung Bang, a director, is a related party transaction as it involves compensation provided by the company to a member of its board of directors.

Stakeholder Impact

• Shareholders: The compensation structure, linking director pay to stock performance, generally aligns director interests with shareholder value creation, which is a positive for shareholders.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• Distribution of the phantom stock to Michele Mi Kyung Bang upon her retirement from the Board or after a five or seven-year deferral period, as per her election.

Key Dates

Keywords

Reinsurance Group of America, RGA, Michele Bang, Phantom Stock, Director Compensation, SEC Form 4, Insider Transaction, Equity Compensation, Corporate Governance