John Gauthier
REINSURANCE GROUP OF AMERICAAbout John J. Gauthier
Independent director at Reinsurance Group of America (RGA) since 2018; age 63. Former Chief Investment Officer of Allied World Assurance Company Holdings (2008–2018) and President of Allied World Financial Services Company, Inc. (2012–2018). Education: B.S. in Computer Information Systems (Quinnipiac University), MBA in Finance (Wharton), and Chartered Financial Analyst (CFA). Tenure on RGA’s board: 7 years as of 2025; independence affirmed by the Board in March 2025 reviews.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allied World Assurance Company Holdings, AG | Chief Investment Officer | 2008–2018 | Led global insurance/reinsurance investment function |
| Allied World Financial Services Company, Inc. | President | 2012–2018 | Business leadership in financial services |
| Goldman Sachs Asset Management | Managing Director | Not disclosed | Asset management leadership |
| Conning Asset Management | Professional | Not disclosed | Investments experience |
| General Reinsurance/New England Asset Management | Professional | Not disclosed | Insurance-linked investments |
| The Travelers | Professional | Not disclosed | Insurance/financial services exposure |
| JJG Advisory, LLC | Principal | Not disclosed | Consulting (investments) |
| Talcott Capital Partners, LLC | Principal | Not disclosed | Investor advisory |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| The Hartford Funds Group | Director | Not disclosed | Mutual fund complex directorship |
| Hamilton Insurance Group, Ltd. | Director | Not disclosed | Interlock: RGA director Pina Albo is Hamilton’s CEO and on its board |
| Middlesex Health System, Inc. | Director | Not disclosed | Non-profit healthcare board |
Board Governance
- Committees at RGA (2024): Chair, Investment Committee; Member, Human Capital & Compensation; Member, Risk Committee. Committee meeting counts in 2024: Investment (4), Human Capital & Compensation (6), Risk (4).
- Independence: Board affirmed independence of all non-employee directors (including Gauthier) in March 2025; no related-party transactions or relationships identified.
- Attendance: Board held 8 meetings in 2024; no director attended fewer than 75% of applicable Board and committee meetings.
- Board leadership: Independent Chair; executive sessions of independent directors are regularly scheduled and presided over by the Chair.
- Governance policies: Majority voting for directors, proxy access, no poison pill; restrictions on hedging and pledging for directors/employees; robust stock ownership guidelines.
- Director stock retention policy: Non-employee directors cannot transfer shares received as director compensation until holdings equal/exceed 5x annual cash retainer (exceptions for taxes/estate planning).
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual cash retainer (standard, all directors except Chair) | $125,000 | Structure approved for 2024 |
| Committee chair retainer — Investment Committee | $25,000 | Investment Committee chair fee |
| Total cash fees earned — John J. Gauthier | $160,000 | Actual 2024 cash fees (includes retainer(s) and applicable chair fees) |
| All other compensation — Matching gifts | $1,000 | Company charitable match utilized |
Notes: RGA does not pay per-meeting fees; Transaction Review subgroup member retainer is $10,000, but individual subgroup membership is not disclosed for Gauthier.
Performance Compensation
| Component | 2024 Amount/Terms | Detail |
|---|---|---|
| Annual equity retainer — stock grant | $165,092; 778 shares granted at $212.20 on May 22, 2024 | Standard equity retainer for independent directors; pro-rata applies only if joined mid-year (not applicable to Gauthier) |
| Director deferral — Phantom Stock Plan | Not listed for Gauthier as of 12/31/2024 | Directors may defer cash/equity into performance units with dividend equivalents and elect 5- or 7-year or retirement distribution; balances for participating directors shown (Gauthier not listed) |
Other Directorships & Interlocks
| External Board | Shared Directors/Executives | Potential Overlap/Conflict Considerations |
|---|---|---|
| Hamilton Insurance Group, Ltd. | John J. Gauthier (Director) ; Pina Albo (CEO and Director) | Interlock across RGA board at an external insurance group; monitor for information flow and competitive sensitivity (no related-party transactions disclosed at RGA) |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Investments and capital markets expertise | CIO tenure and investment leadership at Allied World; roles at GSAM, Conning, NEAM; CFA charterholder |
| Financial literacy and senior leadership | Executive roles (CIO/President); extensive financial management experience |
| Education and credentials | B.S. Quinnipiac; MBA Wharton; CFA |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Form | Pledged Shares |
|---|---|---|---|---|
| John J. Gauthier | 9,537 | <1% | Joint ownership with spouse (shared voting/investment power) | None indicated (unless otherwise noted; none for Gauthier) |
Director phantom share balances (deferred units) are disclosed for participating directors; Gauthier is not listed among directors with phantom shares as of 12/31/2024.
Governance Assessment
- Strengths: Independent status; deep investment expertise aligned with chair role of Investment Committee; balanced director pay mix (cash + equity) with standard stock grant; robust governance (majority voting, proxy access, anti-hedging/pledging) and director stock retention policy.
- Attendance and engagement: No directors fell below the 75% threshold; multiple committee roles suggest active engagement.
- Ownership alignment: 9,537 beneficial shares, jointly held with spouse; no pledging; director stock retention policy enforces longer-term alignment.
- Conflicts/related-party exposure: Board’s 2025 independence review found no transactions or relationships with non-employee directors; interlock at Hamilton Insurance Group with fellow RGA director/CEO Pina Albo warrants monitoring but no RGA-related transactions are disclosed.
- Shareholder sentiment: Executive “Say-on-Pay” support at 99% in 2024 indicates strong investor confidence in compensation governance broadly.
RED FLAGS to monitor:
- External interlock: Shared board at Hamilton Insurance Group (insurance peer) with fellow RGA director (Pina Albo) — assess any future related-party transactions or competitive sensitivities; current RGA disclosures show no related-party dealings.
Additional context:
- Committee composition is entirely independent; compensation committee includes Gauthier and employs an independent consultant (Meridian) for director compensation benchmarking; pay structure reviewed biennially.