Hazel McNeilage
REINSURANCE GROUP OF AMERICAAbout Hazel M. McNeilage
Independent director of RGA since 2018 (age 68), Hazel McNeilage is a retired Regional Managing Director, EMEA, at Northern Trust Asset Management with over three decades of global asset management and insurance-adjacent leadership experience. She holds a B.Sc. from the University of Lancaster and is a Fellow of both the UK Institute and Faculty of Actuaries and the Institute of Actuaries of Australia; she also holds cybersecurity certificates from Carnegie Mellon and Harvard. She currently serves on the Board of Directors of Everest Group, Ltd. (NYSE: EG). The RGA Board has affirmatively determined she is independent and reported no disqualifying relationships.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Asset Management | Regional Managing Director, EMEA; Director of Northern Trust Global Investment Ltd. | 2015–2018 | Senior leadership for EMEA asset management operations |
| Northill Capital Partners | Various roles including interim CEO for an affiliate | 2012–2015 | Turnaround/operating leadership in multi-boutique platform |
| QIC (Queensland Investment Corporation) | Head of Funds Management | ~2 years (prior to 2012) | Led funds management for major sovereign investor |
| Principal Global Investors | Global leadership roles; multiple boards | 2001–2009 | Business leadership and board governance in global AM platform |
| Towers Perrin (now Willis Towers Watson) | Senior roles; board member | >10 years; board term 3 years | Insurance consulting/actuarial leadership and board service |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Everest Group, Ltd. (NYSE: EG) | Director | Current public company directorship |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Human Capital & Compensation | Chair | 6 |
| Cybersecurity & Technology | Member | 4 |
| Risk | Member | 4 |
- Independence and conflicts: The Board determined in March 2025 that all non‑employee directors, including Ms. McNeilage, are independent; no transactions or relationships with the Company or immediate family were identified. No director attended fewer than 75% of Board/committee meetings in 2024 (Board met 8 times).
- Board structure: Independent Chair; all committees fully independent; robust restrictions on hedging and pledging for directors and employees; executive incentive recoupment policies in place.
Fixed Compensation (Director)
| Component | Amount | Source/Notes |
|---|---|---|
| Annual cash retainer (independent directors) | $125,000 | 2024 structure |
| Committee chair retainer – Human Capital & Compensation | $25,000 | 2024 structure |
| Fees earned (cash) – 2024 (actual) | $150,000 | As reported for Ms. McNeilage |
- Program design and 2024 adjustments: In 2024, RGA increased the annual cash retainer by $10,000 and raised committee chair retainers (Audit +$7,500; other committees +$2,500); no changes for 2025.
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant Fair Value |
|---|---|---|---|
| Annual stock grant (deferred by election) | May 22, 2024 | 778 shares | $165,092; price $212.20; Ms. McNeilage elected to defer into the Phantom Stock Plan for Directors |
- Director equity framework: Non‑employee directors receive an annual equity grant (standard $165,000 for 2024; number of shares based on grant‑date fair market value). Directors may elect to defer cash and/or equity into the Phantom Stock Plan for Directors.
- Phantom units accrue dividend equivalents and may be settled in cash or stock following the elected deferral period; plan shares authorization increase and extension to 2035 are subject to shareholder approval in 2025.
Executive compensation metrics overseen by the Human Capital & Compensation Committee (context for governance)
| Program | Metric Set | 2024 Weighting | 2025 Changes |
|---|---|---|---|
| Annual Bonus Plan (company-wide objectives) | Adjusted operating income per share (ex notable items); New Business Embedded Value; Adjusted consolidated revenue; strategic scorecard | Used across components (see CD&A) | Adjusted Revenue removed; weights set to 65% Adjusted Operating EPS (ex notable items) and 35% New Business Embedded Value |
| Long-Term Incentive (PCS) | 3‑yr Avg Adjusted ROE; 3‑yr BVPS growth (ex AOCI/embedded derivatives); TSR modifier | 50%/50%; TSR ±20% modifier (expanded from ±10% in 2024) | Reweighted to 65% Avg ROE / 35% BVPS growth |
Other Directorships & Interlocks
- Public company board(s): Everest Group, Ltd. (NYSE: EG).
- Compensation committee interlocks: None; RGA discloses no interlocks and no members of the HCC Committee (including the Chair) have served as officers/employees of RGA.
Expertise & Qualifications
- Fellow actuary (UK and Australia), with global asset management leadership (Northern Trust AM, Principal GI), insurance/consulting depth (Towers Perrin), and cybersecurity credentials (Carnegie Mellon, Harvard).
- Board-relevant skills include financial literacy, human capital oversight, risk management, international experience, and technology/cyber awareness as reflected in Board skills and biography.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 527 shares | As of Dec 31, 2024; under 1% of outstanding; none pledged |
| Phantom shares balance (director deferrals) | 7,429 units | As of Dec 31, 2024; not counted as beneficial ownership |
- Director stock retention policy: Directors may not transfer shares received as board compensation until holdings equal at least 5x the annual cash retainer; hedging and pledging prohibited. Compliance by individual director is not disclosed.
Governance Assessment
- Strengths for investor confidence:
- Independence, attendance, and oversight: Independent status reaffirmed with no related-party transactions; at least 75% attendance; chairs the Human Capital & Compensation Committee, which demonstrated responsiveness to shareholder feedback (e.g., TSR modifier increase; ABP redesign; metric reweighting in 2025).
- Pay-for-performance alignment: Very high Say‑on‑Pay support (99% in 2024; 10‑year average 93.8%), indicating market validation of compensation structures overseen by the committee.
- Ownership alignment: Annual equity grant with robust director retention policy and prohibition on hedging/pledging; meaningful phantom share accumulation through deferrals.
- Potential risk considerations:
- External board seat: Service on Everest Group’s board adds time commitments and a potential perception of sector adjacency; RGA discloses no conflicts and affirms independence after legal review.
- Equity plan dilution oversight: While employee equity plans (not director-specific) seek added share authorization in 2025, RGA reports burn rate (0.52% in 2024; 3‑yr avg 0.68%) and fully diluted overhang of 6.02% if proposals pass—figures the Board views as reasonable; continued monitoring supports alignment.
Overall, Ms. McNeilage’s actuarial background, global asset management leadership, and cybersecurity credentials, combined with her role chairing RGA’s Human Capital & Compensation Committee, support board effectiveness and pay governance rigor, with no disclosed related-party transactions, pledging, or attendance issues.