Stephen O'Hearn
REINSURANCE GROUP OF AMERICAAbout Stephen O’Hearn
Stephen T. O’Hearn, age 64, is Independent Chair of the Board of Reinsurance Group of America and has served as a director since 2020. He is a Certified Public Accountant, graduated summa cum laude from the University of Notre Dame in 1982, and spent 38 years at PwC, including serving as Global Insurance Leader (2015–2020) and 26 years as an audit partner across the U.S., Japan, Switzerland, and Germany . The Board determined he is independent under NYSE and Company standards, and he attended the 2024 Annual Meeting; in 2024 no director attended fewer than 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Global Insurance Leader; Audit Partner | Global Insurance Leader 2015–2020; 38 years at PwC with 26 years as audit partner | Served on PwC’s financial services leadership team and extended global leadership team; led insurance clients globally |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Insurance Development Forum | Member, Law, Regulation & Resilience Policies Working Group | Industry collaboration | Forum with UN/World Bank; resilience/protection gap focus |
| Junior Achievement Worldwide | Governor; Chair of Audit Committee | Non-profit | Governance and audit oversight |
| Notre Dame Lab for Economic Improvement | Co-Chair, Advisory Board | Academic | Advisory leadership role |
| Door County Community Foundation | Vice Chair | Non-profit | Community leadership |
Board Governance
- O’Hearn is Independent Chair; the CEO and Chair roles are separated, with the Chair presiding over Board meetings and executive sessions, setting agendas, and advising the CEO on Board information needs .
- O’Hearn and the CEO do not serve on Board committees; all committees are fully independent .
- 2024 Board/committee meeting counts: Full Board (8), Audit (10), Cybersecurity & Technology (4), Human Capital & Compensation (6), Investment (4), Nominating & Governance (5), Risk (4); no director attended fewer than 75% of meetings in 2024 .
- Independence affirmed in March 2024 and March 2025; review found no director-related transactions or relationships; O’Hearn remains independent .
| Governance Fact | 2024/2025 Status |
|---|---|
| Role | Independent Chair |
| Committee memberships | None (Chair and CEO do not serve) |
| Executive sessions | Chair presides |
| Meetings in 2024 | Board: 8; committees: see above |
| Attendance | No director <75%; Chair attended 2024 Annual Meeting |
| Restrictions | Hedging/pledging prohibited for directors/employees |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Chair cash retainer (structure) | $215,000 | 2024 program design |
| Annual Chair equity retainer (structure) | $285,000 | Granted in common stock; shares based on grant-date FMV |
| Committee chair additional retainers | Audit $35,000; Others $25,000 | 2024 structure |
| Transaction Review subgroup retainer | $10,000 | If applicable |
| 2024 – Stephen O’Hearn | Fees Earned (Cash) | Stock Awards | All Other | Total |
|---|---|---|---|---|
| Actual paid/awarded | $225,000 | $284,985 | $1,500 | $511,485 |
Performance Compensation
Directors do not have performance-tied pay; equity is delivered as annual stock grants or via elective deferrals into the Phantom Stock Plan for Directors (not performance-contingent). O’Hearn elected to defer his 2024 stock award into the Phantom Plan .
| 2024 Equity Grant Details (Chair) | Grant Date | Shares | Grant FMV (per share) | Deferral Election |
|---|---|---|---|---|
| Common stock award | May 22, 2024 | 1,343 | $212.20 | Deferred into Phantom Plan |
No director performance metrics (revenue/TSR/ESG) are disclosed for director compensation. Director equity retainer grants are time-based; phantom units track share value and accrue dividend equivalents but do not include performance hurdles .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in RGA proxy biography for O’Hearn |
| Committee roles at other entities | Audit Committee Chair at Junior Achievement Worldwide (non-profit) |
| Potential interlocks/conflicts | Independence review found no director-related transactions or relationships with the Company |
Expertise & Qualifications
- CPA; extensive audit leadership; global insurance expertise; senior leadership and governance capacity .
- Board skills matrix indicates strengths in corporate governance, financial literacy, government/regulatory, human capital, industry knowledge, international, risk assessment/management, senior leadership, and sustainability; O’Hearn is not marked for technology/cybersecurity expertise .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficially owned common shares (Dec 31, 2024) | — (0) | Less than 1% of class |
| Phantom shares (performance units) | 6,028 | Elective deferrals; accrue dividend equivalents |
| Director stock retention policy | 5x annual cash retainer threshold before transfer of shares received as compensation | |
| Hedging/pledging | Prohibited for directors and employees | |
| Pledged shares | None indicated in beneficial ownership footnotes |
Governance Assessment
- Board leadership: Separation of Chair/CEO roles, independent Chair presides over executive sessions—positive for oversight and investor confidence .
- Independence and conflicts: Annual independence reviews found no director-related transactions; all committees fully independent—strong governance; O’Hearn independent .
- Committee coverage: Robust structure covering audit, risk, cybersecurity/technology, compensation, investment, and governance; audit committee members designated financial experts—strong control environment .
- Board effectiveness: 2024 assessment conducted by independent consultant with focused review of committee functioning and individual contributions; Chair led prior interview-based feedback loops—signal of engagement and continuous improvement .
- Shareholder alignment: 2024 Say-on-Pay approval at 99%; longstanding strong support (10-year average 93.8%)—positive signal on compensation governance .
- Director pay benchmarking: Program reviewed against peer median by independent consultant (Meridian); 2024 adjustments modest and market-aligned—mitigates pay inflation risk .
- Risk oversight: Defined ERM program with Board/committee allocations; quarterly CRO reporting; transaction review subgroup for significant deals—strong risk governance .
Red Flags / Watchpoints
- Skin-in-the-game: O’Hearn reports zero beneficially owned common shares; 2024 equity was deferred into phantom units not counted as beneficial ownership—may be viewed as weaker direct ownership alignment versus holding common shares outright .
- Technology/cyber expertise: Skills matrix does not mark O’Hearn for technology/cybersecurity—ensure committee coverage compensates for Chair’s profile .