Alison Rand
REINSURANCE GROUP OF AMERICAAbout Alison Rand
Alison Rand is a retired Executive Vice President and Chief Financial Officer of Primerica, Inc., a NYSE-listed insurance and financial services distributor; she joined Primerica in 1995, became CFO in 2000, and led its 2010 IPO. She is a Certified Public Accountant, previously a senior auditor at KPMG, and holds a B.S. in accounting from the University of Florida; at RGA, she is age 57 and has served as an independent director since 2024. Rand also serves as an Independent Director at Regions Financial Corporation (Audit and Technology Committees) and previously served on Warburg Pincus Capital Corporation I‑A (SPAC) until its dissolution in 2023. Her background underscores deep financial reporting, capital markets, and board governance expertise relevant to RGA’s risk and audit oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primerica, Inc. | Executive Vice President and Chief Financial Officer; led IPO | Joined 1995; CFO named in 2000; led 2010 IPO (retired thereafter; exact end date not disclosed) | Led 130-person finance team; member of four-person Executive Team; strategic planning and board relationships |
| KPMG (Atlanta) | Senior Auditor | — | CPA credential; public company audit experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regions Financial Corporation (NYSE: RF) | Independent Director | — | Member, Audit and Technology Committees |
| Warburg Pincus Capital Corporation I‑A (NYSE: WPCA) | Independent Director; Audit Committee member | 2021–2023 | SPAC board; dissolved in 2023 |
| Girl Scouts of Greater Atlanta; Camp Twin Lakes | Community/Non-profit Board Member | — | Community leadership |
| University of Florida | National Foundation Board (former Audit Committee Chair); Chair, Dean’s Advisory Council (Warrington College of Business) | — | Academic governance and advisory roles |
Board Governance
- Committee assignments: Audit, Cybersecurity & Technology, and Risk; no chair roles indicated. She is listed as a member on the Audit, Cybersecurity & Technology, and Risk Committees.
- Independence: The Board determined all non-employee directors (including Rand) are independent under NYSE standards and company guidelines.
- Attendance: The Board met 8 times in 2024; no director attended fewer than 75% of Board and committee meetings.
- Board structure: Independent Chair; all committees comprised entirely of independent directors; 12 directors, 92% independent as of April 1, 2025.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $93,750 | Prorated for service beginning April 1, 2024 (standard retainer $125,000) |
| Equity Grant (Common Stock) | $123,713 | Prorated award; 2024 grants were issued on May 22, 2024 at $212.20 per share (Rand’s shares pro-rated) |
| All Other Compensation | $1,500 | Company Matching Gifts program |
| Total 2024 Director Compensation | $218,963 | Sum of components above |
- Standard director compensation structure (for non-Chair): $125,000 cash retainer and $165,000 annual stock grant; committee chair fees apply only to chairs (not applicable to Rand).
Performance Compensation
| Instrument/Plan | Terms | Performance Metrics | Vesting / Settlement | 2024 Participation |
|---|---|---|---|---|
| Annual Stock Grant (Directors) | Annual grant of common shares; number based on grant-date FMV | None disclosed for directors’ equity retainer | Shares issued on grant date (May 22, 2024 at $212.20); not described as performance-based | Rand received pro-rated shares, fair value $123,713 |
| Phantom Stock Plan for Directors | Optional deferral of cash/equity retainers into “performance units” (phantom shares) with dividend equivalents; payouts in cash or stock at 5- or 7-year deferral or retirement | Not tied to operating/financial targets; deferral vehicle | Distribution lump sum or up to 5 annual installments; dividend equivalents reinvested in units | Rand showed no phantom units as of Dec 31, 2024 (—) |
- Hedging/pledging: Company policy prohibits short sales, hedging/monetization (e.g., collars, swaps), margin accounts, pledging, and public options trading by directors and employees. This supports alignment and reduces risk-taking optics.
Other Directorships & Interlocks
| Company | Relationship to RGA | Potential Interlock/Conflict Notes |
|---|---|---|
| Regions Financial Corporation | Bank (customer/supplier relationship not disclosed) | No related-party transactions disclosed; Board independence reaffirmed; no compensation committee interlocks at RGA (Rand is not on HCC Committee) |
| WPCA I‑A (SPAC) | Financial sponsor vehicle (now dissolved) | Prior SPAC service ended in 2023; no continuing interlock |
- Related-party transactions: Company states no agreements or transactions with directors/nominees or their immediate family members; annual review processes in place; board requires advance approval under governance policy.
Expertise & Qualifications
- Finance/Audit: Former public-company CFO; CPA; qualifies for audit financial expertise; all Audit Committee members deemed “audit committee financial experts” by the Board.
- Capital Markets: Led Primerica’s IPO in 2010; deep experience with SEC reporting and investor engagement.
- Technology Governance: Current service on Cybersecurity & Technology Committee at RGA and Technology Committee at Regions indicates relevant oversight capability in cyber/data risk.
- Risk Management: RGA Risk Committee membership aligns with her CFO background in enterprise risk oversight.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership (Dec 31, 2024) | 602 shares; less than 1% of shares outstanding; no pledged shares indicated |
| Phantom Shares (Directors’ deferrals) | Rand had no phantom units credited through Dec 31, 2024 (—) |
| Director Stock Retention Policy | Non-employee directors may not transfer Board-compensation shares until total holdings’ value equals/exceeds 5× annual cash retainer; exceptions for tax/estate planning |
| Hedging/Pledging | Prohibited per Insider Trading Policy (short sales, hedging, margin, pledging, public options) |
Governance Assessment
- Strengths: Independent director with significant CFO/public company audit and capital markets experience; sits on Audit, Cybersecurity & Technology, and Risk Committees—key governance and risk oversight nodes; Board affirmed independence and strong attendance; robust anti-hedging/pledging and director stock retention policies support alignment.
- Incentive alignment: Rand’s 2024 comp was predominantly standard director cash retainer plus equity grant (prorated), consistent with market practice; no discretionary bonuses or option repricings for directors; no tax gross-ups in the Revised Flexible Stock Plan; Phantom Plan provides deferral, not performance-based pay.
- Ownership: Beneficial holdings (602 shares) are modest relative to retention policy threshold; as a 2024 appointee, time to accumulate holdings is typical—monitor progression toward the 5× retainer requirement.
- Conflicts/related-party: No related-party transactions disclosed; compensation committee interlocks explicitly denied; Section 16(a) filings compliant.
- Shareholder signals: Company’s 2024 say-on-pay approval at 99% indicates broad investor support for compensation governance, indirectly supportive of board oversight effectiveness.
Appendix: Committee Assignments Snapshot
| Committee | Role | Notes |
|---|---|---|
| Audit | Member | All members independent; all qualify as audit committee financial experts |
| Cybersecurity & Technology | Member | Oversees technology governance, cybersecurity, data privacy risks |
| Risk | Member | Oversees ERM; quarterly CRO reporting; enterprise risk oversight |
Director Compensation Structure Reference
| Role | Cash Retainer | Equity Grant (Annual) | Committee Chair Fees |
|---|---|---|---|
| Chair of the Board | $215,000 | $285,000 | — |
| Independent Director (non-Chair) | $125,000 | $165,000 | Audit Chair $35,000; other chairs $25,000 |
| (All values shown are for 2024 program; Rand’s 2024 compensation was prorated due to April 1 start date.) |