Thomas P. Kalmbach
GLOBE LIFEAbout Thomas P. Kalmbach
Thomas P. Kalmbach is Executive Vice President and Chief Financial Officer of Globe Life Inc. (GL) since January 2023; he is 60 years old and also serves as President of Globe Life and President of Family Heritage (subsidiaries) since January 2023 and April 2022, respectively . In 2023, operating EPS was $10.65 (+9.7% YoY) and total premium reached $4,456 million (+3.4% YoY), driving a 120.4% bonus framework payout for NEOs; in 2024, the MIP corporate factor was 128.6% with operating EPS of $12.37 and GL TSR (value of $100) of $111 versus peer $172, indicating strong fundamental performance but relative share price underperformance in 2024 . His pay mix is equity-heavy (options, PSUs, RSUs) with no employment contract and a robust, no‑fault clawback compliant with Rule 10D‑1 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Globe Life Inc. | EVP & CFO | Jan 2023–Present | Finance leadership and public company reporting |
| Globe Life Inc. | President, Globe Life (subsidiary) | Jan 2023–Present | Subsidiary leadership |
| Family Heritage Life (subsidiary) | President | Apr 2022–Present | Subsidiary leadership |
| Globe Life Inc. | EVP & Chief Actuary | Jan 2019–Dec 2022 | Enterprise actuarial leadership |
| American Income, Globe, Liberty, United American (subsidiaries) | SVP & Chief Actuary | Aug 2018–Dec 2022 | Subsidiary actuarial leadership |
External Roles
- No external public company directorships disclosed in the proxy statements reviewed .
Fixed Compensation
| Metric | 2023 | 2024 | 2025 (set in Jan/Feb 2025) |
|---|---|---|---|
| Base Salary ($) | 520,000 | 572,000 | 685,000 (+19.76%) |
| Target Bonus (% of Salary) | 65% | 70% | — |
| 2024 Summary Compensation ($) | Salary | Stock Awards (PSUs/RSUs) | Option Awards | Non-Equity Incentive (Bonus) | Change in Pension Value | All Other Comp | Total |
|---|---|---|---|---|---|---|---|
| Kalmbach | 572,000 | 1,168,440 | 780,549 | 560,000 | 315,588 | 38,744 | 3,435,321 |
| 2023 Summary Compensation ($) | Salary | Stock Awards (PSUs/RSUs) | Option Awards | Non-Equity Incentive (Bonus) | Change in Pension Value | All Other Comp | Total |
|---|---|---|---|---|---|---|---|
| Kalmbach | 520,000 | 804,873 | 809,475 | 405,000 | 251,152 | 31,747 | 2,822,247 |
Perquisites detail (2023): perqs $18,509; 401(k) match $11,350; excess life insurance $1,888 .
Performance Compensation
Annual Management Incentive Plan (MIP)
| Year | Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|
| 2023 | Operating EPS | 50% | 10.00 | 10.35 | 10.70 | 10.65 (+9.7% YoY) | 120.4% of target |
| 2023 | Total Premium ($m) | 50% | 4,350 | 4,450 | 4,550 | 4,456 (+3.4% YoY) | 120.4% of target |
| 2024 | Operating EPS | 50% | — | Target = +7% vs 2023 | — | — | Corporate factor 128.6% |
| 2024 | Total Premium | 30% | — | Target = +5% vs 2023 | — | — | Corporate factor 128.6% |
| 2024 | First‑Year Collected Premium | 20% | — | Target = $545m | — | — | Corporate factor 128.6% |
- 2023 bonus paid to Kalmbach: $405,000 (target 65% of salary; actual equaled framework payout) .
- 2024 bonus paid to Kalmbach: $560,000; 2024 target was 70% of salary; for non‑CEO NEOs, MIP includes an individual performance component (25%) in addition to corporate factor .
Long‑Term Equity Incentives (grants and terms)
| Grant Date | Award Type | Quantity | Exercise/Grant Price | Term/Expiration | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| 2/22/2023 | Stock Options | 25,100 | $120.49 | 7‑yr; exp. 2/22/2030 | 50% on 2nd anniv., 50% on 3rd anniv. | 809,475 |
| 2/22/2023 | Performance Shares (PSUs) | Target 5,300; Thr 2,650; Max 10,600 | — | Perf. period 1/1/2023–12/31/2025 | 3‑yr performance; payout after certification | 638,597 |
| 2/22/2023 | RSUs | 1,380 | — | — | Cliff vest after 3 years (age‑60 retirement proration) | 166,276 |
| 2/28/2024 | Stock Options | 23,100 | $128.40 | 7‑yr; exp. 2/28/2031 | 50% on 2nd anniv., 50% on 3rd anniv. | 780,549 |
| 2/28/2024 | Performance Shares (PSUs) | Target 6,100; Thr 3,050; Max 12,200 | — | Perf. period 1/1/2024–12/31/2026 | 3‑yr performance; payout after certification | 783,240 |
| 2/28/2024 | RSUs | 3,000 | — | — | Cliff vest after 3 years (age‑60 retirement proration) | 385,200 |
PSU performance (2022 grant cohort): For the 1/1/2022–12/31/2024 performance period, two of three metrics were above target and one below, producing a 107.7% payout; metrics: cumulative operating EPS (40%), underwriting income (30%), and NOI ROE (30%) .
Equity Ownership & Alignment
| Beneficial Ownership | Date | Detail |
|---|---|---|
| Shares beneficially owned (total) | Jan 31, 2025 | 136,738 shares; includes 117,550 shares subject to presently exercisable options; <1% of shares outstanding; 962 shares indirectly via Savings & Investment Plan . |
| Shares beneficially owned | Jan 31, 2024 | 97,571 directly; ~847 indirectly; includes 87,500 shares subject to presently exercisable options . |
- Stock ownership guidelines: EVP requirement = 3x annual salary; 7‑year accumulation window; until compliant, must retain ≥50% of “profit shares” on option exercises/vestings; as of 12/31/2024, all NEOs met the guideline or were within the accumulation period .
- Hedging/pledging: prohibited for Section 16 officers, including pledging shares as collateral .
Outstanding equity at FY‑end 2024 (Kalmbach):
| Category | Detail | Count/Value |
|---|---|---|
| Options – exercisable | 2/23/2022 (17,500), 2/24/2021 (35,000), 2/26/2020 (35,000) | 87,500 |
| Options – unexercisable | 2/28/2024 (23,100), 2/22/2023 (25,100), 2/23/2022 (17,500) | 65,700 |
| RSUs – unvested | 2/28/2024 (3,000; $334,560), 2/22/2023 (1,380; $153,898) | 4,380; $488,458 |
| PSUs – unearned | 2/28/2024 (12,200; $1,360,544), 2/22/2023 (10,600; $1,182,112), 2/23/2022 (7,537; $840,526) | 30,337; $3,383,182 |
Insider exercises/vesting (FY2023):
- Options exercised: 30,000; value realized $1,168,792; retained 5,838 shares in a modified cashless exercise .
- Stock vested (PSUs): 2,737 shares; value realized $329,781 (with tax withholding shares) .
Employment Terms
- Employment agreements: none for NEOs; historically no severance; Executive Severance Plan adopted in Nov 2024 (benefits not reflected in year‑end 2024 termination tables) .
- Change‑in‑control (CIC) equity treatment:
- If awards not assumed, all options fully exercisable; PSUs paid at 100% target pro‑rated; RSUs vest in full .
- If awards assumed, double‑trigger vesting upon termination without cause/for good reason within 2 years (3 years for RSUs) post‑CIC .
- CIC intrinsic values (assumed event on 12/31/2024): Options $1,129,450; Unissued PSUs $2,051,968; RSUs $488,458 .
- Termination provisions (non‑CIC): option post‑termination exercise windows vary by scenario; RSUs/PSUs include non‑compete, non‑solicit and confidentiality provisions for 2 years post‑separation (or through remaining vesting period, if longer), and retirement prorations (age‑based) .
- Clawback: no‑fault recoupment for 3 completed fiscal years preceding a required restatement; applies to current and former executive officers; Company will not indemnify for clawback losses .
- Tax gross‑ups: none (including for 280G excise tax) .
Performance Compensation – Metrics Linkage
- 2023 MIP tied 50/50 to operating EPS and total premium; achieved 120.4% payout; Kalmbach bonus $405,000 (target 65%) .
- 2024 MIP used operating EPS (50%), total premium (30%), and first‑year collected premium (20%); corporate factor 128.6%; Kalmbach bonus $560,000 (target 70%) .
- PSUs: 2022 grant (2022–2024 period) paid at 107.7% based on cumulative EPS, underwriting income, and NOI ROE; 2023–2025 PSUs include cumulative BVPS ex‑AOCI plus dividends among drivers .
Say‑on‑Pay & Shareholder Feedback
- 2024 advisory vote on executive compensation: 92% approval; five‑year average ~90% .
- Compensation governance: robust stock ownership guidelines, clawback, no repricing, no single‑trigger CIC vesting, and independent consultant .
Investment Implications
- Alignment: High equity weighting (options/PSUs/RSUs) and ownership guidelines (3x salary for EVPs) align incentives with TSR and multi‑year fundamentals; hedging/pledging prohibited and clawback in place, reducing misalignment risk .
- Retention vs. pressure: Significant unvested PSUs/RSUs and unexercisable options create retention hooks; option vesting in Feb (years 2 and 3) and PSU certifications could be windows for liquidity events; Kalmbach exercised 30,000 options in 2023 (retaining 5,838 shares), evidencing some monetization but continued exposure .
- Pay for performance: Bonuses tracked operating EPS and premium metrics (120.4% in 2023; corporate factor 128.6% in 2024), while 2024 TSR underperformed peers (GL $111 vs peer $172), suggesting realized equity outcomes may have lagged relative fundamentals in 2024; 2025 base salary reset to $685k (+19.8%) likely reflects scope/market adjustments for the CFO role .
- Change‑in‑control/Severance: CIC equity uses double‑trigger if assumed; Executive Severance Plan adopted in Nov 2024 and 2025 SERP amendment (signed by Kalmbach) clarifies early retirement factors and severance interplay during CIC, modestly improving protection but not indicating outsized cash severance multiples in disclosures reviewed .