Patricia Guinn
REINSURANCE GROUP OF AMERICAAbout Patricia L. Guinn
Patricia L. Guinn is an independent director of Reinsurance Group of America (RGA), serving since 2016, and currently chairs the Audit Committee; she is age 70 and was formerly Managing Director of Risk and Financial Services at Towers Watson (retired 2015) with 40+ years of insurance industry experience . She is a Fellow of the Society of Actuaries, member of the American Academy of Actuaries, and a Chartered Enterprise Risk Analyst, bringing deep actuarial, risk, and financial services expertise to board oversight . The Board affirmed her independence alongside all non-employee directors following reviews in March 2024 and March 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Towers Watson | Managing Director, Risk & Financial Services; Executive Leadership Team | 2010–2015 | Led risk and financial services businesses; enterprise leadership |
| Towers Perrin (predecessor to Towers Watson) | Managing Director, Risk & Financial Services; Board Member | Prior to 2010 | Board-level governance; risk leadership |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Constellation Insurance GP LLC and subsidiaries | Director; Audit Committee Chair | Current | Chairs audit committees (financial oversight) |
| BUPA (international healthcare group) | Association Member | Current | Governance engagement |
| EOS Ventura Partners | Advisory Board Member | Current | Strategic advisory |
| Allied World Assurance Company Holdings AG | Director (prior) | Past | Insurance sector oversight |
| AssetMark Financial | Director (prior) | Past | Financial services oversight |
| Assurance Company Holdings AG | Director (prior) | Past | Insurance sector oversight |
Board Governance
- Committee assignments: Audit (Chair), Investment (Member), Nominating & Governance (Member) .
- Independence: Affirmed by Board; no transactions/relationships with RGA or immediate family members; all committees comprised entirely of independent directors .
- Attendance: Board held 8 meetings in 2024; no director attended fewer than 75% of Board/committee meetings; Audit (10), Investment (4), Nominating & Governance (5) meetings in 2024 .
- Audit Committee oversight includes auditor appointment/oversight, financial reporting integrity, internal controls over financial and sustainability reporting, ethics/compliance, and audit function performance .
- Executive sessions: Independent Chair presides over regularly scheduled executive sessions of independent directors .
| Governance Attribute | Detail |
|---|---|
| Director Since | 2016 |
| Independent | Yes |
| Committees | Audit (Chair), Investment (Member), Nominating & Governance (Member) |
| 2024 Meetings (Board/Committees) | Board: 8; Audit: 10; Investment: 4; N&G: 5 |
| Attendance Threshold | ≥75% of meetings for all directors in 2024 |
Fixed Compensation
| 2024 Director Compensation (USD) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $170,000 |
| Stock Awards | $165,092 |
| All Other Compensation (Matching Gifts) | $1,500 |
| Total | $336,592 |
Context – director pay structure (2024):
- Annual cash retainer: $125,000; Audit Committee Chair additional retainer: $35,000; annual stock grant for independent directors: $165,000 (shares based on FMV at grant) .
- Transaction Review Subgroup member retainer: $10,000 (not disclosed if applicable to Guinn in 2024) .
Performance Compensation
Directors do not receive performance-based equity awards; annual director stock grants are outright common shares and may be deferred into the Phantom Stock Plan at the director’s election .
Phantom Stock Plan for Directors – key terms:
| Plan Feature | Details |
|---|---|
| Units Authorized | 155,000 performance units; proposed increase by 50,000 units subject to shareholder approval |
| Termination Date | Current: May 23, 2027; proposed extension to May 21, 2035 |
| Deferral Options | 5 or 7 years, or to retirement; lump sum or up to 5 annual installments |
| Dividend Equivalents | Credited as additional performance units; paid only upon vesting/settlement |
| Settlement | Cash or shares equal to FMV of one share per unit at distribution |
Other Directorships & Interlocks
| Company/Institution | Interlock/Conflict Considerations |
|---|---|
| Constellation Insurance GP LLC (audit chair) | Insurance-sector role; no related-party transactions reported by RGA; Board affirmed no material relationships for non-employee directors |
| BUPA; EOS Ventura Partners | Non-employee governance/advisory roles; no related-party exposure disclosed by RGA |
| Prior boards (Allied World, AssetMark, Assurance Company Holdings AG) | Historical roles; no current RGA interlocks disclosed |
Compensation Committee interlocks: None; no RGA executives serve on boards where HCC members are officers; Guinn is not an HCC member .
Expertise & Qualifications
- Actuarial and risk expertise: Fellow of the Society of Actuaries; American Academy of Actuaries; Chartered Enterprise Risk Analyst .
- Industry knowledge: 40+ years in insurance; leadership of risk and financial services businesses .
- Financial literacy/Audit competence: Chairs RGA Audit Committee; all Audit members are audit committee financial experts per SEC standards .
- Strategic and investment oversight: Member of RGA Investment and Nominating & Governance Committees .
Equity Ownership
| Ownership Metric | Value |
|---|---|
| Beneficial Ownership (Dec 31, 2024) | 9,970 shares; less than 1% of class |
| Phantom Shares (Dec 31, 2024) | 2,019 units (deferrals) |
| Pledging/Hedging | Prohibited for directors under Insider Trading Policy; no shares listed as pledged |
| Director Stock Retention Policy | Must retain RGA shares received as director compensation until holdings equal/exceed 5× annual cash retainer (subject to limited exceptions) |
Governance Assessment
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Strengths:
- Independent Audit Committee Chair with deep actuarial and risk credentials; Audit Committee comprised entirely of independent directors with all members deemed financial experts .
- Board confirmed independence and absence of related-party transactions for non-employee directors; robust related-person transaction pre-approval policy .
- Strong director ownership alignment via retention policy and prohibitions on hedging/pledging; optional deferred phantom units with dividend equivalents .
- High shareholder support for executive compensation program (Say-on-Pay 99% in 2024; 10-year average 93.8%), signaling broad governance confidence in compensation oversight .
-
Watch items:
- External board roles (e.g., audit chair at Constellation Insurance) warrant ongoing monitoring for potential competitive conflicts; current RGA disclosures indicate no related-party transactions and independence affirmed .
- Board commitments policy encourages limits on outside boards; Board states all nominees comply, supporting attendance and engagement expectations .
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RED FLAGS:
- None disclosed: no hedging/pledging; no tax gross-ups in equity plans; no related-party transactions; directors attend ≥75% of meetings .