Mark Brooks
REINSURANCE GROUP OF AMERICAAbout Mark Brooks
Mark Brooks is Executive Vice President and Chief Information Officer (CIO) of RGA; age 55 as of the FY2024 10-K. He manages global information technology operations and serves on the Executive Committee. He joined RGA in 2023 (noted as September 2023 in the proxy) and holds a B.A. in Economics and Communications and an MBA from UC Davis. Company performance context for compensation: 2024 adjusted operating income per share was $22.57; trailing 12‑month adjusted operating ROE was 13.8%; cumulative TSR (value of $100 initial investment) was $146.97; and GAAP net income was $717 million.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Centene Corporation | EVP & Chief Technology and Transformation Officer | — | Led enterprise technology and transformation initiatives across a large managed care organization. |
| Health Net, Inc. | Director of Web Development; VP of Applications Development; Chief Technology Officer | — | Scaled health insurer’s core applications and digital platform capabilities. |
| Accenture (Andersen Consulting) | Consultant | — | Technology and operations consulting foundation. |
External Roles
None disclosed.
Fixed Compensation
Base Salary
| Year | Base Salary ($) |
|---|---|
| 2024 | $572,000 |
| 2025 | $592,000 (3.5% increase) |
2024 Summary Compensation
| Component | Amount ($) |
|---|---|
| Salary | $572,000 |
| Signing Bonus | $500,000 (paid on hire) |
| Stock Awards (PCS grant-date fair value) | $514,708 |
| Option/SARs/RSUs (grant-date fair value) | $343,143 |
| Annual Bonus (ABP) | $998,998 |
| All Other Compensation (plans, insurance, perqs) | $89,728 |
| Total | $3,018,577 |
All Other Compensation – 2024 Detail
| Category | Amount ($) |
|---|---|
| Savings Plan (401k/qualified) | $34,500 |
| Augmented Savings Plan (non‑qualified) | $24,683 |
| Executive Deferred Savings Plan | $24,683 |
| Life Insurance Premiums | $5,862 |
| Perquisites & other personal benefits | < $10,000 (aggregate) |
Performance Compensation
Annual Bonus Plan (ABP) Structure and Results
| Metric | Weight | Minimum | Target | Maximum | 2024 Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Adjusted Operating Income per Share (ex notable items) | 60% | $15.98 | $19.98 | $23.98 | $22.57 | Contributed to 168.6% financial metric payout |
| New Business Embedded Value | 30% | $531 | $950 | $1,370 | $1,730 | Contributed to 168.6% financial metric payout |
| Adjusted Consolidated Revenue | 10% | $17,839 | $22,298 | $26,758 | $22,107 | Contributed to 168.6% financial metric payout |
| Strategic Scorecard Adjustment | — | — | — | — | — | +6.4% |
| Enterprise Funding Factor | — | — | — | — | — | 175.0% |
| Mark Brooks ABP Opportunity (as % of salary) | Min 50%; Target 100%; Max 200% | — | — | — | — | 2024 payout = 174.7% of target; $998,998 |
2025 ABP changes: Adjusted Revenue removed; weights reallocated to 65% AOI per share (ex notable items) and 35% New Business Embedded Value. Brooks’s 2025 ABP opportunity remains 50%/100%/200% of salary.
Long‑Term Incentive (LTI) Awards and Design
| LTI Element | 2024 Grants | Vesting | Notes |
|---|---|---|---|
| Performance Contingent Shares (PCS) | 2,778 units | 3‑year performance period (2024–2026) | Metrics: 50% avg adjusted operating ROE (ex AOCI & embedded derivatives) and 50% BVPS growth (ex AOCI & embedded derivatives); ±20% TSR modifier |
| RSUs | 926 units | Ratable over 3 years (1/3 each year) | Grants in 2024 and later vest ratably; pre‑2024 RSUs cliff‑vest after 3 years |
| SARs | 2,525 units; strike $185.28 | Ratable over 3 years; 10‑year term | Exercisable for equivalent value of unrestricted common stock upon exercise |
| LTI Element | 2025 Grants | Vesting | Notes |
|---|---|---|---|
| PCS | 2,761 units | 3‑year performance period (2025–2027) | Weights revised to 65% avg ROE and 35% BVPS growth; ±20% relative TSR modifier |
| RSUs | 920 units | Ratable over 3 years | — |
| SARs | 2,513 units | Ratable over 3 years; 10‑year term | — |
Pay‑Versus‑Performance Context
| Year | Compensation Actually Paid to PEO ($) | Avg Compensation Actually Paid to non‑PEO NEOs ($) | Company TSR ($100 initial) | Peer TSR ($100 initial) | Net Income ($mm) | TTM Adjusted Operating ROE |
|---|---|---|---|---|---|---|
| 2024 | $15,789,113 | $6,160,091 | $146.97 | $171.87 | $717 | 13.8% |
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 1,149 shares; less than 1% of outstanding |
| Shares Pledged/Margin Accounts | Prohibited by Insider Trading Policy |
| Hedging Prohibited | Yes (prepaid forwards, swaps, collars, exchange funds, etc.) |
| Executive Stock Ownership Guideline | EVP requirement: 2x–5x base salary |
| Compliance Status | Not yet met due to recent hire (Sept 2023) |
Outstanding Equity at 2024 Year‑End
| Grant Date | Instrument | Exercisable | Unexercisable/Unvested | Strike/Terms | Expiration/Value |
|---|---|---|---|---|---|
| 3/15/2024 | SARs | 841 | 1,684 | $185.28 | 3/15/2034 |
| 3/15/2024 | RSUs | — | 618 | Ratable vest | $132,023 market value |
| 3/15/2024 | PCS (2024–2026) | — | 2,778 | Target units | $593,464 payout value at target |
| 9/25/2023 | RSUs | — | 6,728 | Cliff vest after 3 years (pre‑2024 practice) | $1,437,303 market value |
2024 vesting/exercise activity: Brooks had 308 RSUs vest; no SAR/option exercises.
Employment Terms
| Topic | Disclosure |
|---|---|
| Employment/Severance Agreements | None for named executive officers (including Brooks) |
| Change‑of‑Control Treatment | Committee may accelerate options/SARs or have awards assumed; SARs provide automatic acceleration (subject to Committee adjustment); PCS/RSUs delivered at target after CoC |
| CoC Values (12/31/2024) | Options/SARs: $47,741; PCS/RSU (full at target): $2,162,790 |
| Disability/Death Values (12/31/2024) | Options/SARs: $47,741; PCS/RSU (pro rata): $1,202,404 |
| Clawbacks | NYSE mandatory recoupment policy and additional Executive Incentive Recoupment Policy embedded in equity plans |
| Golden Parachute/Tax Gross‑ups | None; limited benefits upon CoC; no automatic single‑trigger acceleration in Revised Plan |
Compensation Structure Analysis
- Equity‑heavy LTI with explicit, multi‑year financial targets (ROE and BVPS growth) and relative TSR modifier strengthens pay‑for‑performance alignment. 2024 PCS metrics: 50% avg adjusted operating ROE and 50% BVPS growth; 2025 PCS weighting revised to 65%/35% to emphasize ROE.
- ABP is driven by AOI per share and new business embedded value, with a strategic scorecard overlay; 2025 removes Adjusted Revenue to reflect business mix changes. Brooks’s 2024 ABP paid at 174.7% of target.
- No employment/severance agreements or golden parachutes reduce guaranteed cash outcomes; retention relies on unvested PCS/RSUs and SARs (notably $2.16m CoC equity value and sizable unvested RSUs).
- Robust governance guardrails (clawbacks, hedging/pledging prohibitions, no repricing without shareholder approval, minimum vesting) limit shareholder‑unfriendly behavior.
Investment Implications
- Alignment: Strong link to ROE/BVPS and relative TSR, plus clawbacks and anti‑hedging/pledging policies, supports incentive alignment with long‑term value creation.
- Retention Risk: Absence of severance agreements is offset by material unvested equity (PCS/RSUs/SARs) and ongoing LTI grants; Brooks has not yet met stock ownership guidelines due to recent hire, implying continued accumulation/retention of shares.
- Trading Signals: Limited near‑term selling pressure indicated by 2024 activity (no SAR exercises; modest RSU vesting of 308 shares). Watch March annual grant cadence and December vesting dates for potential incremental liquidity events.
- Program Change Watch‑Items: 2025 ABP and PCS reweighting toward AOI/ROE increases sensitivity of payouts to profitability; monitor realized ROE vs targets and PCS performance factors in 2026–2027.