Michele Bang
REINSURANCE GROUP OF AMERICAAbout Michele Bang
Independent director at Reinsurance Group of America (RGA) since 2023; age 60. Former Deputy CEO of Eastspring Investments (Prudential plc’s Asia asset management arm) with executive responsibility for digital innovation and technology integration; prior senior leadership roles and board seats in Asia for Deutsche Asset Management (now DWS Group). Holds a B.A. from Cornell University. Committee memberships: Audit, Cybersecurity & Technology, and Risk; independence affirmed by the Board in March 2025; no director attended fewer than 75% of meetings in 2024.
Past Roles
| Organization | Role | Tenure (Years) | Committees/Impact |
|---|---|---|---|
| Eastspring Investments (Prudential plc) | Deputy Chief Executive Officer; executive team member driving digital innovation/technology integration | Not disclosed | Led digital innovation and tech integration across firm, aligning asset management with technology strategy |
| Deutsche Asset Management (now DWS Group) | Senior leadership roles and board seats in Asia | Not disclosed | Regional leadership and governance roles; industry networks in Asian asset management |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| Not disclosed in proxy biography | — | — | No additional current public company directorships disclosed for Bang in RGA’s proxy materials |
Board Governance
- Independence: Board determined all non-employee directors (including Bang) are independent; CEO is not independent. Determination reviewed March 2025 and March 2024 with no material related transactions found.
- Committee assignments (2024): Audit; Cybersecurity & Technology; Risk. All committees are 100% independent.
- Attendance and meetings: Board met 8x in 2024; Audit 10x; Cybersecurity & Technology 4x; Risk 4x. No director attended fewer than 75% of meetings of the Board and committees served.
- Board structure: Independent Chair; separate Chair/CEO roles; all committees entirely independent; majority voting for director elections; proxy access; no poison pill.
| Item | Detail |
|---|---|
| Director since | 2023 |
| Independence | Yes |
| Committees | Audit; Cybersecurity & Technology; Risk |
| 2024 meetings held | Board 8; Audit 10; Cybersecurity & Technology 4; Risk 4 |
| Attendance | No director <75% across Board/committees |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard for independent directors (Chair receives $215,000) |
| Committee chair retainers | $0 | Bang is not a committee chair; chair fees apply to others (Audit $35k; other committees $25k) |
| Transaction Review Subgroup retainer | $0 | Only applies if serving in the subgroup ($10k); not indicated for Bang |
| Reimbursements/other cash | $0 | Company reimburses expenses; matching gifts program up to $1,500/year (Bang not listed with match in 2024 table) |
| Total fees earned in cash (2024) | $125,000 | As reported in director compensation table |
Performance Compensation
| Component | Grant Detail | 2024 Value | Vesting/Deferral |
|---|---|---|---|
| Annual stock grant | 778 shares granted May 22, 2024 at $212.20 | $165,092 | Bang elected to defer stock award into the Phantom Stock Plan for Directors; units accrue dividend equivalents; distributions per election (lump sum or installments) |
| Phantom performance units (director deferrals) | Accumulated units through 12/31/2024 | 1,378 units | Directors may defer cash/equity into phantom units; Bang’s phantom balance 1,378 units |
Note: Director pay at RGA is not tied to performance metrics; equity grants are time-based retainer equivalents rather than PSU/metric-contingent awards for directors.
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Other current public company boards | Not disclosed in proxy biography for Bang |
| Compensation committee interlocks | None; HCC members have never been officers/employees; no reciprocal interlocks with other companies’ boards |
Expertise & Qualifications
- Asset management leadership; finance/investments; international markets; risk management; senior leadership; sustainability exposure per skills matrix and biography.
- Audit committee financial literacy: Board determined all Audit members have accounting/financial expertise and are qualified as audit committee financial experts.
- Education: B.A., Cornell University.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Direct beneficial ownership (common) | — | No direct common shares disclosed for Bang in the beneficial ownership table |
| Phantom shares (director deferrals) | 1,378 | Accumulated phantom units; earn dividend equivalents, may be settled in stock or cash at elected deferral end |
| Director stock retention policy | 5x annual cash retainer | Directors generally may not transfer shares received as Board compensation until holdings ≥5x cash retainer (exceptions for tax/estate) |
| Hedging/pledging policy | Prohibited | Short sales, hedging, margin accounts, and pledging of company stock prohibited for directors |
Governance Assessment
- Strengths
- Independent director with asset management and international leadership experience; sits on Audit, Cybersecurity & Technology, and Risk—committees central to investor confidence and enterprise risk oversight.
- Audit committee membership signals financial literacy; committee fully independent with members designated financial experts.
- High governance standards: independent Chair; majority voting; proxy access; robust insider trading restrictions; no related-party transactions disclosed.
- Alignment signals: elected deferral of both cash retainer and equity into phantom units; equity retainer $165,092; total 2024 compensation $290,092, consistent with peer-informed program.
- Potential watchpoints
- No direct common share ownership disclosed (phantom units are not included in beneficial ownership and can be cash-settled). This does not violate policy, but investors may prefer visible direct share holdings for voting-aligned “skin in the game.”
- RED FLAGS
- None identified in proxy regarding related-party transactions, tax gross-ups for director pay, hedging/pledging, or attendance shortfalls; independence affirmed.
Additional context: Shareholders approved Say-on-Pay at 99% in 2024, and the Board reports strong burn-rate (0.52% in 2024) and overhang discipline; committees are fully independent, reflecting a governance environment supportive of board effectiveness.