Shundrawn Thomas
REINSURANCE GROUP OF AMERICAAbout Shundrawn Thomas
Shundrawn Thomas (age 51) is an independent director of Reinsurance Group of America (RGA) since 2021. He is Founder and Managing Partner of The Copia Group, a private investment firm, and former President of Northern Trust Asset Management, where he served on Northern Trust Corporation’s executive management group and led businesses including FlexShares ETFs and Northern Trust Securities after prior roles at Goldman Sachs and Morgan Stanley. He holds a BS in Accounting from Florida A&M University and an MBA from the University of Chicago Booth School of Business; he serves as a trustee for Rush University and the Griffin Museum of Science and Industry and has been recognized by Savoy Magazine and InvestmentNews for industry leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Trust Asset Management | President; member of Northern Trust Corporation’s executive management group | — | Led a global investment manager with ~$1.3 trillion AUM; headed FlexShares ETFs, Northern Trust Securities, and Corporate Strategy . |
| Goldman Sachs | Sales, trading and research divisions | — | Capital markets and research experience . |
| Morgan Stanley | Sales, trading and research divisions | — | Capital markets and research experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Copia Group, LLC | Founder and Managing Partner | — | Private investment firm focused on bespoke capital solutions for lower middle market companies . |
| Rush University | Trustee | — | Non-profit governance role . |
| Griffin Museum of Science and Industry | Trustee | — | Non-profit governance role . |
| Industry recognition | Awardee | 2020–2021 | Savoy Magazine: Most Influential Black Executives; ThinkAdvisor luminary; InvestmentNews lifetime achievement . |
Board Governance
- Committee assignments: Chair, Nominating & Governance; Member, Human Capital & Compensation; Member, Investment .
- Independence: Board affirmed all non-employee directors (including Thomas) are independent; CEO Cheng is not independent .
- Attendance and engagement: Board met 8 times in 2024; no director attended fewer than 75% of meetings of the Board and committees on which they served .
- Board leadership: Independent Chair (Stephen O’Hearn); regular executive sessions of independent directors; separation of Chair and CEO roles maintained since IPO .
- Committee cadence (2024): Audit (10), Cybersecurity & Technology (4), Human Capital & Compensation (6), Investment (4), Nominating & Governance (5), Risk (4) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $150,000 | Base director retainer $125,000; Nominating & Governance Chair retainer $25,000 . |
| Stock Awards | $165,092 | 778 shares granted at $212.20; Thomas deferred stock into Phantom Plan for Directors . |
| All Other Compensation | $0 | Matching gifts not reported for Thomas; program cap $1,500/year . |
| Total | $315,092 | Sum of cash and equity . |
2024 Director Compensation Structure (for context):
- Annual cash retainer: $125,000 (non-Chair); Chair of Board: $215,000 .
- Committee chair retainers: Audit $35,000; other committees $25,000 .
- Annual stock grants: $165,000 (non-Chair); Chair: $285,000 .
- 2025: No changes to director compensation levels .
Performance Compensation
Directors do not receive performance-based pay; equity is a fixed-value annual grant (often deferrable into phantom units). As Human Capital & Compensation member and Nominating & Governance chair, Thomas oversees executive incentive design and outcomes. Key executive incentive metrics:
2024 Annual Bonus Plan metrics and results:
| Metric | Weight | Min | Target | Max | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Operating Income Per Share (excl. notable items) | 60.0% | $15.98 | $19.98 | $23.98 | $22.57 | 98.9% |
| New Business Embedded Value (NBEV) ($MM) | 30.0% | $531 | $950 | $1,370 | $1,730 | 144.2% |
| Adjusted Consolidated Revenue ($MM) | 10.0% | $17,839 | $22,298 | $26,758 | $22,107 | 98.0% |
| Financial Metric Payout | — | — | — | — | — | 168.6% (rounded) |
| Strategic scorecard modifier | — | — | — | — | Met/exceeded majority objectives | +6.4% |
| Enterprise Funding Factor | — | — | — | — | — | 175.0% |
PCS long-term incentive metrics:
- 2024–2026 cycle: 50% Book Value per Share growth (ex-AOCI and FV of embedded derivatives) and 50% Average Operating ROE (ex-AOCI and FV of embedded derivatives); ±20% modifier for 3-year relative TSR .
- 2023–2025 cycle: Same as above with ±10% modifier for relative TSR .
- 2022–2024 outcome: Financial metrics above target; TSR modifier +10%; total performance factor 197.4% .
2025 plan changes (oversight signal):
- ABP metric mix: adjusted revenue removed; weights shifted to 65% AOI/share (ex notable items) and 35% NBEV .
- PCS weights revised to 65% Average ROE and 35% Book Value per Share growth (reflecting non-operating impacts on book) .
Other Directorships & Interlocks
| Company/Organization | Role | Public Company? | Potential Interlock/Conflict |
|---|---|---|---|
| The Copia Group, LLC | Founder & Managing Partner | No | Private investment firm affiliation; Company’s annual independence review found no transactions or relationships with non-employee directors or immediate family members ; related party policy notes no covered transactions at this time . |
| Rush University; Museum of Science & Industry | Trustee | No | Non-profit roles . |
- No other public company directorships for Thomas are disclosed in the RGA proxy .
Expertise & Qualifications
- Financial literacy and investments: Extensive asset management and capital markets experience (Northern Trust Asset Management leadership; Goldman Sachs; Morgan Stanley) . Board skills matrix indicates competencies in corporate governance, financial literacy, government/regulatory, human capital, risk, senior leadership, sustainability, and technology/cybersecurity domains .
- Industry knowledge: Exposure to insurance-related investment practices; broader financial services governance experience .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 3,454 | As of Dec 31, 2024; less than 1% of class; none pledged . |
| Phantom shares (deferred stock units) | 784 | Directors may elect to defer compensation into performance units; dividend equivalents accrue; distributions in cash or stock possible . |
| Shares outstanding (record date for 2025 meeting) | 66,085,772 | Used as denominator for ownership percent. |
| Ownership as % of shares outstanding | ~0.005% (3,454 / 66,085,772) | Calculated from disclosed holdings and shares outstanding. |
| Director stock retention policy | Must retain Company shares received as director compensation until holdings’ value ≥ 5× annual cash retainer (exceptions for tax/estate) . | |
| Hedging/pledging/margin/use of derivatives | Prohibited by Insider Trading Policy (no short sales, hedging, margin pledging, or public options trading) . |
Governance Assessment
-
Positives
- Independent director with deep asset management, capital markets, and strategy experience; chairs Nominating & Governance and serves on Human Capital & Compensation and Investment—key committees for board effectiveness, pay oversight, and capital allocation .
- Strong governance practices at RGA: independent Chair, all committees independent, majority voting, proxy access; robust clawbacks; prohibitions on hedging/pledging; consistent high Say-on-Pay support (99% in 2024; 10-year average 93.8%)—signals investor confidence in pay-for-performance oversight .
- No related party transactions; independence affirmed in 2024 and 2025 reviews; no director attendance concerns disclosed .
-
Watch items
- Private investment firm leadership (Copia) necessitates ongoing monitoring for potential conflicts or related-party exposure; current proxy discloses none, and independence affirmed, but periodic reviews prudent .
- Equity retainer deferrals into Phantom Plan can be cash-settled, modestly reducing direct share accumulation vs. full in-kind stock settlement; however units track fair market value and include dividend equivalents, maintaining economic exposure .
- Personal direct ownership is small in percentage terms (~0.005%), though director retention policy and deferral program provide long-term alignment mechanisms; individual compliance with the 5× retainer retention policy is not disclosed per director .
-
Committee oversight signals
- Human Capital & Compensation: Oversees ABP and PCS structures emphasizing AOI/share, NBEV, ROE, and book value growth; 2025 metric changes (removing adjusted revenue, reweighting PCS) reflect sharpening focus on capital efficiency and shareholder-relevant returns .
- Nominating & Governance: Leads independence assessments, board evaluations (including 2024 external consultant review), succession planning, and sustainability oversight coordination—key for board effectiveness and investor confidence .
Other Directorships & Interlocks
| Director Compensation Consultant | Use and independence |
|---|---|
| Meridian Compensation Partners | Independent advisor to board on director and executive pay; recommended 2024 adjustments; no other services to RGA; board reviews pay biennially . |
Related Party Transactions & Red Flags
- Related party transactions: None involving directors, nominees, executive officers, or immediate family; board policy requires pre-approval; none reported .
- Hedging/pledging/margin: Prohibited, reducing misalignment risk .
- Legal proceedings/SEC investigations: None disclosed for directors in proxy .
- Say-on-Pay: Strong historical approval rates (99% in 2024; 10-year average 93.8%) .
Director Compensation Structure Analysis (Signals)
- Cash vs equity mix: For Thomas in 2024, $150k cash (~48%), $165k equity (~52%)—balanced fixed/equity structure; no meeting fees; retains committee chair premium aligned with responsibilities .
- Equity deferral: Election into Phantom units increases flexibility but keeps exposure to share value; dividend equivalents accrue; distributions may be cash or shares .
- Consultant-driven peer benchmarking: Adjustments targeted to peer medians; suggests disciplined approach and mitigates pay inflation risk .
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | 99% of votes cast in favor . |
| 10-year average support | 93.8% . |
Expertise & Qualifications
- Education: BS Accounting (Florida A&M); MBA (Chicago Booth) .
- Technical/industry expertise: Asset management, capital markets, governance, risk; board skills matrix shows broad coverage across finance, risk, human capital, sustainability, and technology/cyber .
- Leadership: Senior executive roles across global financial institutions; founder/operator experience .
Equity Ownership
| Holder | Shares | Pledged? |
|---|---|---|
| Shundrawn Thomas | 3,454 | No |
| Phantom shares (Thomas) | 784 | N/A |
Total shares outstanding (record date): 66,085,772 . Ownership ≈0.005% (3,454 / 66,085,772) .
Governance Assessment
- Overall assessment: Strong governance profile with independent leadership, high investor support, and robust compensation oversight. Committee leadership in Nominating & Governance and participation in Human Capital & Compensation and Investment align Thomas’s expertise with core board responsibilities. Related-party and trading-policy safeguards are in place; monitoring of private investment affiliations and phantom deferral choices remains prudent from an alignment lens .