Axel André
REINSURANCE GROUP OF AMERICAAbout Axel André
Executive Vice President and Chief Financial Officer of RGA since August 5, 2024; joined as EVP Finance on June 24, 2024 after Todd Larson announced retirement . Age 48 as of appointment; holds an M.Sci from Imperial College (University of London) and a PhD in Physics from Harvard University . Prior roles include CFO positions at American Equity Investment Life (2021–2024) and Jackson Financial (2020–2021), senior leadership at AIG Life & Retirement (2013–2020), and Managing Director in Global Insurance Strategies at Goldman Sachs . RGA’s 2024 performance context: adjusted operating EPS of $22.57 (record), adjusted operating ROE of 15.4%, $1.676B capital deployed into in‑force block transactions, and $37.6B value of in‑force business (up 13.9%)—key drivers for incentive metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Equity Investment Life Holding Co. | EVP & CFO | Sep 2021 – May 2024 | Led finance for annuity/life platform; experience directly relevant to RGA asset‑intensive/financial solutions businesses . |
| Jackson Financial Inc. | EVP & CFO | Feb 2020 – Feb 2021 | Public company CFO; capital markets and disclosure leadership . |
| AIG Life & Retirement (Corebridge) | Various finance leadership roles, most recently CFO – Individual Retirement | 2013 – 2020 | Oversight of investment/ALM and product finance in individual retirement; relevant to reinsurance risk/return . |
| Goldman Sachs & Co. | Managing Director, Global Insurance Strategies | Not disclosed | Insurance-focused capital markets and advisory background . |
External Roles
Not disclosed in the 2025 Proxy or 2024 Form 10‑K reviewed .
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2025 | 750,000 | — | Committee set 2025 base; 0.0% increase from initial CFO rate . |
| 2024 | 375,000 | 37,602 | Partial year after June 2024 hire; includes standard benefits (no personal perqs) . |
Performance Compensation
Annual Bonus Plan (ABP) – Structure and Results
- 2025 ABP opportunity (as % of salary): Minimum 75%; Target 150%; Maximum 300% .
- 2024 ABP metrics and enterprise results used to fund awards (company-wide pool):
| 2024 ABP Metric | Weight | Minimum | Target | Maximum | Actual Result | Payout Percent |
|---|---|---|---|---|---|---|
| Adjusted Operating Income per Share (ex notable items) | 60% | $15.98 | $19.98 | $23.98 | $22.57 | 98.9% (translates to 180% payout on metric) |
| New Business Embedded Value | 30% | $531.00 | $950.00 | $1,370.00 | $1,730.00 | 60.0% (144.2% payout on metric) |
| Adjusted Consolidated Revenue | 10% | $17,839.00 | $22,298.00 | $26,758.00 | $22,107.00 | 9.8% (80% payout on metric) |
| Financial Metric Payout (weighted) | — | — | — | — | — | 168.6% (not additive due to rounding) |
| Strategic Scorecard Adjustment | — | — | — | — | — | 6.4% |
| Enterprise Funding Factor | — | — | — | — | — | 175.0% |
- Individual payout (prorated for hire date): Target $587,090; Actual 174.7% of target; Payout $1,025,353 .
| 2024 ABP (Individual) | Target ABP ($) | Actual ABP % of Target | Actual ABP Payment ($) |
|---|---|---|---|
| Axel André | 587,090 | 174.7% | 1,025,353 |
- 2025 change: Adjusted Revenue removed; weights reallocated to 65% Adjusted Operating EPS (ex notable items), 35% NBEV .
Long‑Term Incentives (LTI) – Grants, Metrics, and Vesting
- LTI program components: Performance Contingent Shares (PCS), Stock Appreciation Rights (SARs), and RSUs; RSUs/SARs vest ratably over three years (one‑third annually) for grants from 2024 onward .
- 2024 allocation unique for André (mid‑year hire): 50% RSUs and 50% SARs; plus sign‑on RSU with three‑year cliff vest .
| 2024 Grants | Grant Date | Award Type | Units | Exercise/Strike | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| Annual RSU | 7/24/2024 | RSU | 8,008 | — | Ratable 20% (12/31/2024), 40% (12/31/2025), 40% (12/31/2026) | 1,750,068 |
| Sign‑on RSU (cliff) | 7/24/2024 | RSU | 4,576 | — | Cliff vest 7/24/2027 | — (captured in total RSU grant values) |
| Sign‑on RSU (ratable) | 7/24/2024 | RSU | 3,432 | — | 20%/40%/40 to 12/31/2026 | — |
| Annual SAR | 7/24/2024 | SAR | 9,161 | $218.54 | 20% (12/31/2024), 40% (12/31/2025), 40% (12/31/2026) | 750,011 |
- 2025 grants (standard allocation for André: 20% SARs, 20% RSUs in LTI mix; plus PCS):
| 2025 Grants | PCS (units) | SARs (units) | RSUs (units) | Vesting | PCS Performance Metrics (2025–2027 cycle) |
|---|---|---|---|---|---|
| Axel André | 9,326 | 8,490 | 3,109 | SARs/RSUs ratable over three years | 65% three‑year avg adjusted ROE; 35% BVPS (ex AOCI) growth; ±20% modifier on three‑year relative TSR |
- PCS metrics (programwide): performance measured over 3 years; payout 0–200% of target; vest after three years .
- SARs settle in unrestricted common stock equivalent value upon exercise; 10‑year term; minimum one‑year vesting; no repricing without shareholder approval .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,518 shares; “Less than 1%” of outstanding; includes shares acquirable within 60 days (RSUs/SARs) . |
| Shares outstanding (record date) | 66,085,772 (April 4, 2025) . |
| Stock ownership guidelines | EVP: 2x–5x base salary; executives must retain net shares until meeting guideline . |
| Compliance status (as of 12/31/2024) | Not yet due to tenure; time allowed to reach guideline . |
| Hedging/pledging | Prohibited for directors/employees; margin accounts and publicly traded options prohibited . |
| Clawbacks | NYSE‑mandated clawback for restatements; additional RGA policy for misconduct, materially inaccurate metrics, reputational harm, and Code of Conduct violations . |
Outstanding Equity Awards (12/31/2024)
| Award Type | Exercisable | Unexercisable | RSUs Not Vested | Market Value of RSUs Not Vested ($) |
|---|---|---|---|---|
| SARs (7/24/2024) | 1,832 | 7,329 | — | — |
| RSUs | — | — | 7,322 | 1,564,199 (at $213.63) |
2024 vesting/realization: No SAR/option exercises; 686 shares acquired on vesting (2022–2024 PCS/RSU settlements and 2024 RSU prorated) valued $153,568 .
Employment Terms
- Appointment and tenure: EVP Finance on/around June 24, 2024; CFO effective on/around August 5, 2024 .
- Employment/severance: No employment, severance, or golden parachute agreements for NEOs; limited benefits on termination; no tax gross‑ups .
- Change‑of‑control mechanics: No automatic single‑trigger acceleration under plan; Committee may accelerate/adjust or cause assumption; SAR agreements allow automatic acceleration subject to Committee authority; PCS/RSUs deliver target shares following CoC and end of performance period/vesting schedule .
| Value of Equity Upon Certain Events (12/31/2024 basis) | Options/SARs | PCS/RSU (full at target) | Options/SARs | PCS/RSU (pro rata) |
|---|---|---|---|---|
| Axel André | Change of Control: $— | Change of Control: $1,564,199 | Disability/Death: $— | Disability/Death: $329,361 |
Performance Compensation – Metric Details
| Program | Metrics | Weights | Measurement Window | Payout Range |
|---|---|---|---|---|
| ABP (2024) | Adjusted Operating EPS (ex notable items); NBEV; Adjusted consolidated revenue | 60%; 30%; 10% | Annual | 0–200% of target |
| ABP (2025) | Adjusted Operating EPS (ex notable items); NBEV | 65%; 35% | Annual | 0–200% of target |
| PCS (2025–2027) | 3‑yr avg adjusted ROE; BVPS (ex AOCI) growth; ± TSR modifier | 65%; 35%; ±20% | 3 years | 0–200% of target |
Investment Implications
- Strong pay‑for‑performance alignment: Majority of André’s total compensation at risk via ABP and multi‑year PCS/SARs/RSUs (ABP funded at 175% enterprise factor in 2024) . 2025 reweighting to ROE increases focus on capital efficiency and earnings quality .
- Retention and potential selling pressure: RSUs/SARs vest at year‑end in 2025 and 2026; a large sign‑on RSU cliff vests on July 24, 2027—expect recurring vest‑related share deliveries; hedging/pledging prohibited, but tax‑driven sales may occur around vest dates under blackout policy constraints .
- Governance risk low: No employment or golden parachute agreements; clawbacks robust; no repricing permitted; minimum one‑year vesting and independent committee oversight of equity plan .
- Ownership alignment building: Beneficial ownership currently small given tenure (2,518 shares, <1%); executive ownership guidelines (2x–5x salary) require continued net share retention until met .
Say‑on‑Pay support historically high (99% in 2024; 10‑year average 93.8%), indicating shareholder endorsement of the program design underpinning André’s incentives .