Leslie Barbi
REINSURANCE GROUP OF AMERICAAbout Leslie Barbi
Executive Vice President & Chief Investment Officer of Reinsurance Group of America (RGA). Joined RGA in January 2020 and is subject to executive stock ownership guidelines; as of Dec 31, 2024 she had not yet had sufficient time to meet her requirement (EVP guideline: 2x–5x base salary) . Key 2024 performance drivers tied to her incentives included Adjusted Operating EPS ($22.57), New Business Embedded Value ($1,730m), and Adjusted Consolidated Revenue ($22,107m), which produced a 175% enterprise bonus funding factor; longer-term PCS awards were driven by adjusted ROE and book value per share growth with a 3-year period and TSR modifier, yielding a 197.4% performance factor for the 2022–2024 cycle .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $600,000 | $624,519 | $649,519 |
| Stock Awards (PCS fair value) ($) | $599,977 | $749,941 | $877,486 |
| Option Awards (SARs/RSUs fair value) ($) | $599,989 | $499,998 | $585,082 |
| Non-Equity Incentive Plan (ABP) ($) | $1,250,328 | $2,174,600 | $2,270,450 |
| All Other Compensation ($) | $147,451 | $193,333 | $290,312 |
| Total ($) | $3,197,745 | $4,242,391 | $4,672,849 |
2024 base salary set at $650,000 (+4.0%); 2025 base salary approved at $672,500 (+3.5%) .
All Other Compensation – 2024 breakdown:
- Savings Plan: $34,500; Augmented Savings Plan credits: $123,956; Executive Deferred Savings Plan credits: $123,956; Life Insurance Premiums: $7,900; perquisites < $10,000 (no tax gross-ups) .
Deferred Compensation – balances and contributions (2024):
| Item | Value |
|---|---|
| Executive contributions (EDSP) | $173,682 |
| Registrant contributions | $153,194 |
| Aggregate earnings | $45,640 |
| Aggregate balance at FY end | $913,801 |
Pension: Not eligible for RGA Performance Pension Plan or Augmented Plan pension element; eligible for savings components .
Performance Compensation
Annual Bonus Plan (ABP) – design and 2024 outcomes:
| Metric | Weight | Minimum | Target | Maximum | Actual | Payout Percent |
|---|---|---|---|---|---|---|
| Adjusted Operating EPS (ex notable items) | 60.0% | $15.98 | $19.98 | $23.98 | $22.57 | 98.9% of range; factor 120% |
| New Business Embedded Value ($mm) | 30.0% | $531 | $950 | $1,370 | $1,730 | 144.2% of range; factor 144.2% |
| Adjusted Consolidated Revenue ($mm) | 10.0% | $17,839 | $22,298 | $26,758 | $22,107 | 80.0% of range; factor 80% |
| Financial Metric Payout | — | — | — | — | — | 168.6% (rounded) |
| Strategic Scorecard Modifier | — | — | — | — | — | +6.4% |
| Enterprise Funding Factor | — | — | — | — | — | 175.0% |
Individual ABP opportunity (Leslie Barbi): Minimum 100%, Target 200%, Maximum 400% of base; 2024 payout approved at 174.7% of target → $2,270,450 .
Long-Term Incentives (LTI) – 2024 grants and metrics:
| Instrument | Grant | Vesting | Key Performance Metrics |
|---|---|---|---|
| PCS (Performance Contingent Shares) | 4,736 units (2024–2026 cycle) | 3-year cliff; payout 0–200% with TSR +/-20% modifier | 50% 3-yr avg adjusted ROE (ex AOCI & embedded derivative FV changes); 50% 3-yr BVPS growth (ex AOCI & embedded derivative FV changes) |
| SARs (Stock Appreciation Rights) | 4,305 units; strike $185.28 (3/15/2024) | Ratable: 1/3 on Dec 31, 2024/2025/2026 | |
| RSUs | 1,579 units (3/15/2024) | Ratable: 1/3 on Dec 31, 2024/2025/2026 |
PCS target ranges:
- 2024–2026: BVPS growth min/target/max = 7.1%/9.5%/11.9%; Avg operating ROE min/target/max = 12.0%/13.5%/15.0%; TSR modifier +/-20% .
- 2022–2024 cycle result: Total performance factor 197.4% (including +10% TSR modifier) .
Stock vested and exercises in 2024:
- Shares vested: 14,460; value realized $2,816,199 (PCS 2022–2024 settlement, 2022 RSU full vest, and 1/3 of 2024 RSUs) .
- Option/SAR exercises: none for Barbi in 2024 .
Equity Ownership & Alignment
Beneficial ownership and guideline compliance:
| Item | Value |
|---|---|
| Beneficial ownership (12/31/2024) | 39,301 shares |
| Of which exercisable/settle within 60 days | 33,906 shares (RSUs/SARs) |
| Percent of class | <1% |
| Executive stock ownership guideline | EVP: 2x–5x base salary |
| Compliance status (as of 12/31/2024) | Not yet met; insufficient time since joining (Jan 2020) |
| Hedging/pledging | Prohibited (short sales, hedging, margin, pledging) |
Outstanding equity awards at 2024 year-end (selected):
- Unvested RSUs: 1,807 units; market value $386,029 (closing price $213.63) .
- Unearned PCS: 10,842 units; payout value disclosed at target (100%) $2,316,176 .
- SARs outstanding by grant: 13,354 (2020 $117.85), 5,762 (2021 $129.01), 7,365 + 2,455 (2022 $106.53), 2,648 + 2,649 (2023 $138.34), 1,435 + 2,870 (2024 $185.28) .
Clawbacks and alignment safeguards:
- NYSE Executive Compensation Recoupment Policy (mandatory clawback on restatements) and RGA Executive Incentive Recoupment Policy (misconduct, inaccurate metrics, reputational harm, Code violations; up to 4 years) apply; LTI awards subject to these policies .
Employment Terms
- Employment/severance agreements: None; no golden parachutes or severance tax gross-ups; limited benefits upon change in control .
- Change-of-control (CoC) treatment:
- Committee may accelerate or purchase/adjust options/SARs; SARs can automatically accelerate upon CoC subject to Committee action; PCS/RSUs deliver target shares as soon as practicable following the end of the applicable performance/vesting period .
- Revised Flexible Stock Plan (2025 proposal) clarifies no automatic single-trigger acceleration; Committee can protect participant rights; CoC definition updated (≥50% voting power change, major transaction, or board turnover) .
- Disability/death: Committee discretion to accelerate options/SARs; PCS/RSUs pro rata based on months employed in cycle .
- Retirement: Upon meeting plan retirement definition, unvested stock options/SARs/PCS/RSUs vest per award terms; Barbi did not meet retirement eligibility as of 12/31/2024 .
Value of equity awards upon certain events (as of 12/31/2024):
| Event | Options/SARs | PCS/RSU |
|---|---|---|
| Change of Control | $543,739 | $2,780,821 (full award at target) |
| Disability/Death | $543,739 | $1,442,671 (pro rata) |
Performance & Track Record
- 2024 business highlights: Adjusted operating EPS $22.57; trailing-12-month adjusted operating ROE 15.4%; record $1,676m capital deployed into in-force transactions; VIF margins +$4.6bn to $37.6bn; record value of new business .
- Say-on-pay: 99% approval in 2024; 10-year average support 93.8% .
- Compensation peer benchmarking: EVP pay targeted around market median vs peer set revised in 2024 (adds Corebridge, MetLife; removes Brighthouse, CNO) .
Investment Implications
- Pay-for-performance alignment: High ABP and PCS outcomes tied to strong adjusted EPS/NBEV and 3-year ROE/BVPS growth reinforce linkage; TSR modifier (+/-20%) limits windfalls from market beta and aligns relative performance .
- Insider selling pressure: 2024 vested shares were sizable (14,460; $2.8m realized), but no option/SAR exercises and strict anti-hedging/pledging plus retention requirements (must retain net shares until guideline met) mitigate near-term selling pressure .
- Retention risk: Significant unvested PCS/RSUs and multi-year SARs vesting (2024–2026) provide retention hooks; absence of guaranteed severance reduces parachute value, but CoC provisions preserve equity value at target—overall moderate retention risk with strong equity alignment .
- Governance quality: Robust clawbacks (NYSE + company policy), prohibited repricing, no evergreen provision, minimum vesting, and high say-on-pay support signal shareholder-friendly practices .