Khanh Tran
REINSURANCE GROUP OF AMERICAAbout Khanh Tran
Independent director at Reinsurance Group of America (RGA). Retired President and CEO of Aviation Capital Group; previously 25 years at Pacific Life in senior roles (President, CIO, CFO, M&A head, Treasurer). Education: BA in economics and political science (Whittier College) and MBA in finance and marketing (UCLA Anderson). Age 68; director since 2022; assessed independent by the Board in March 2024 and March 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aviation Capital Group | President & CEO | Not disclosed | Led one of the largest global aviation leasing companies |
| Pacific Life Insurance Company | President; CIO; CFO; Head of M&A; Treasurer | Not disclosed | Senior executive across investment, finance, and corporate development |
| CIT Group | Director | Not disclosed | Board service (financial services) |
| Scottish Re | Director | Not disclosed | Board service (reinsurance) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Semester at Sea | Trustee | Current | Collegiate study abroad program |
| Chapman University, Argyros College of Business and Economics | Board of Advisors | Prior | Advisory capacity |
| Ascend Leadership (Orange County chapter) | Founder; Chair Emeritus | Current | Pan-Asian executive leadership organization |
Board Governance
- Committee assignments and roles (2024 meeting counts in parentheses): Audit – member (10); Investment – member (4); Risk – Chair (4) .
- Independence: The Board affirmatively determined all non-employee directors (including Mr. Tran) are independent under NYSE rules and company guidelines (reviews in March 2024 and March 2025) .
- Attendance: Board held eight meetings in 2024; no director attended fewer than 75% of Board and committee meetings on which they served .
- Board structure: Independent Chair; all committees comprised entirely of independent directors; majority voting; proxy access; restrictions on hedging and pledging; annual say-on-pay; regular Board and committee assessments (including external consultant-led evaluation in 2024) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $160,000 | Realized cash for Board and committee service in 2024 (paid May 2024) |
| Annual Cash Retainer (structure) | $125,000 | Applies to all independent directors (excl. Chair) |
| Committee Chair Retainer – Risk (structure) | $25,000 | Annual chair fee for Risk Committee |
| Transaction Review Subgroup Retainer (structure) | $10,000 | Retainer for subgroup members; program exists but individual membership not listed in committee table |
- Deferral election: Mr. Tran elected to defer his 2024 cash retainer into the Phantom Stock Plan for Directors .
Performance Compensation
| Metric | 2024 | 2025 |
|---|---|---|
| Shares granted | 778 shares | 1,882 shares (Stock Award/Grant) |
| Grant date | May 22, 2024 | May 21, 2025 |
| Price/Fair value | $212.20 closing price; $165,092 fair value | ~$203.75 price (reported) |
| Deferral election | Deferred stock award into Phantom Stock Plan | Not disclosed |
- Director equity is a fixed-value annual stock grant; no performance metrics are disclosed for director equity grants (structure specifies “Annual Stock Grants” by dollar value) .
Other Directorships & Interlocks
| Company | Status | Potential Interlock |
|---|---|---|
| CIT Group | Prior board | None disclosed with RGA |
| Aviation Capital Group | Prior board | None disclosed with RGA |
| Pacific Life Insurance Company | Prior board | None disclosed with RGA |
| Scottish Re | Prior board | None disclosed with RGA |
| Current public company boards | None disclosed by RGA | — |
- Related-party transactions: Company counsel reported no transactions or relationships between RGA (or subsidiaries) and any non-employee director or immediate family members in independence reviews (Mar 2024, Mar 2025) .
Expertise & Qualifications
- Skills matrix indicates Mr. Tran brings corporate governance/public company board, financial literacy, government/regulatory, human capital management, international experience, investments, risk assessment/management, senior leadership experience; selective technology/cybersecurity exposure also represented at Board level .
Equity Ownership
| Ownership Item | As of 12/31/2024 | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 1,072 shares; <1% of class | No pledging indicated; sole voting/investment power unless otherwise stated |
| Phantom shares (deferred) | 1,544 units | Phantom units earn dividend equivalents; may be distributed in cash or shares post-deferral; not counted as beneficial ownership |
| Director stock retention policy | Hold until total value ≥ 5× annual cash retainer | Applies to non-employee directors; policy restricts transfer of director-awarded shares until guideline met |
Insider Trades (Form 4)
| Date | Type | Shares | Price | Source |
|---|---|---|---|---|
| May 22, 2024 | Stock award grant | 778 | $212.20 | |
| May 21, 2025 | Stock award grant | 1,882 | ~$203.75 |
Governance Assessment
- Committee leadership: As Risk Committee Chair, Tran is central to oversight of enterprise risk, capital, and reinsurance underwriting risk—material to investor confidence in a reinsurer .
- Independence and conflicts: Affirmatively independent; no related-party transactions or family relationships; hedging and pledging restricted by policy—reduces alignment risk .
- Engagement: No attendance shortfalls in 2024; multiple committee memberships signal substantive involvement (Audit, Investment, Risk Chair) .
- Compensation mix and alignment: 2024 realized pay was balanced between cash ($160,000) and equity ($165,092); deferrals into Phantom Plan indicate long-term orientation but phantom shares are not counted as beneficial ownership and can be settled in cash—an optics consideration for alignment .
- Ownership: Beneficial ownership is modest (1,072 shares), with additional phantom units (1,544) under policy constraints; director share retention guideline at 5× cash retainer is robust, but individual compliance status is not disclosed for directors .
- RED FLAGS: None identified in filings—no related-party transactions, no pledging, no attendance issues; monitor ongoing phantom share deferrals (since cash settlement is permitted) for optics on “skin-in-the-game” even though policy requires retention until 5× retainer value .