Steven Van Wyk
REINSURANCE GROUP OF AMERICAAbout Steven C. Van Wyk
Steven C. Van Wyk (age 66) is an independent director of RGA and has served on the Board since 2019. He is the former Group Chief Information Officer of HSBC Bank PLC and previously held senior technology leadership roles at PNC Financial Services, ING Group, and Morgan Stanley; he is a CPA, Certified Internal Auditor, and a Series 27 Financial/Operations Principal, with a B.A. in Business Management and Accounting (minor in Computer Science) from the University of Central Iowa and an honorary Doctorate of Public Service from Central College (2019) . The Board has affirmatively determined he is independent under NYSE and Company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HSBC Bank PLC | Group Chief Information Officer | Not disclosed | Led global technology; senior leadership experience |
| PNC Financial Services Group, Inc. | CIO | Not disclosed | Senior technology leadership; financial literacy |
| ING Groep N.V. | Global CIO | Not disclosed | Global operations and tech governance |
| Morgan Stanley (Individual Investor Group) | CIO and COO | Not disclosed | Technology and operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genworth Financial, Inc. | Director | Not disclosed | Public company board experience |
| Banking Industry Architecture Network (non-profit) | Chair of the Board | Not disclosed | Industry tech standards and interoperability |
Board Governance
- Committee assignments: Audit (member), Cybersecurity & Technology (Chair), Risk (member) .
- Independence: Non-employee director; Board determined all non-employee directors are independent; CEO is not .
- Attendance: The Board met 8 times in 2024 (no director attended fewer than 75% of Board and committee meetings); Audit met 10x, Cybersecurity & Technology 4x, Risk 4x .
- Board leadership: Independent Chair; separate Chair and CEO roles; executive sessions of independent directors led by Chair .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard for independent directors |
| Committee chair retainer (Cybersecurity & Technology) | $25,000 | Chair fee |
| Total fees earned (2024) | $150,000 | Reflects retainer + chair fee; elected to defer cash retainer into Phantom Stock Plan |
| Annual equity grant (grant-date value) | $165,092 | 778 shares granted on 5/22/2024 at $212.20; elected to defer into Phantom Stock Plan |
| Total 2024 compensation | $315,092 | Sum of cash and equity; no other compensation recorded |
Performance Compensation
- Director equity program: Annual stock grant to independent directors ($165,000 grant target; shares based on fair market value at grant) with option to defer into Phantom Stock Plan; phantom units earn dividend equivalents and are payable in stock or cash after deferred period .
- Company incentive metrics overseen by the board’s Human Capital & Compensation Committee (context for pay-for-performance governance):
| Program | Metric(s) | Weight | Key Design |
|---|---|---|---|
| Annual Bonus Plan (2024) | Adjusted operating income per share (ex-notable items); New Business Embedded Value; Adjusted consolidated revenue | Not explicitly stated by % for 2024; revenue removed for 2025 with reallocation to AOI per share (65%) and NBEV (35%) | Payout 0–200% of target; includes strategic scorecard; goals set in Q1 |
| Performance Contingent Shares (2024 awards) | 3-year avg adjusted ROE and cumulative change in fair value of funds withheld embedded derivatives; 3-year BVPS (ex-AOCI and cumulative change in fair value of FW embedded derivatives) growth | Historically 50/50; revised to 65% ROE / 35% BVPS growth in 2025 | 3-year performance; payout 0–200% modified ±20% by relative TSR |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlock Considerations |
|---|---|---|---|
| Genworth Financial, Inc. | Director | Not disclosed in RGA proxy | RGA is a global reinsurer and Genworth an insurer; Board’s independence review found no director-related transactions with RGA |
Expertise & Qualifications
- Technology and cybersecurity expertise; chairs RGA’s Cybersecurity & Technology Committee; skills matrix shows relevant technology/cyber competency .
- Financial literacy; risk management; senior leadership; international experience per Board skills matrix .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (RGA common) | 989 shares | As of 12/31/2024; less than 1% of outstanding; none pledged |
| Phantom shares (deferred director compensation) | 11,119 performance units | Accumulated under Phantom Stock Plan; not counted in beneficial ownership; earn dividend equivalents; payable in stock or cash at end of deferral |
| Director stock retention policy | 5x annual cash retainer | Non-employee directors may not transfer shares received as director compensation until holdings’ value ≥ 5× cash retainer (subject to limited exceptions) |
| Hedging/pledging policy | Restrictions in place | Company restricts hedging and pledging for directors and employees |
Governance Assessment
- Board effectiveness and engagement: Van Wyk chairs Cybersecurity & Technology and serves on Audit and Risk—aligns with his deep IT/cyber background, strengthening oversight of technology risk, data privacy, and business continuity . Attendance thresholds were met by all directors in 2024; independent chair and annual elections support accountability .
- Alignment and compensation mix: Balanced cash ($150k with chair fee) and equity ($165,092) with optional deferral into phantom shares enhances long-term alignment; director compensation practices benchmarked to peer median and reviewed biannually by an independent consultant . Phantom balances and retention policy promote retention and discourage short-termism .
- Conflicts and related-party exposure: Independence review found no transactions or relationships with non-employee directors or their immediate families; none of Van Wyk’s beneficial shares are pledged; restrictions on hedging/pledging mitigate alignment risks .
- Shareholder signals: Strong say-on-pay support (99% in 2024; 10-year average 93.8%) indicates investor confidence in compensation governance overseen by the Board, including directors like Van Wyk who contribute to committee oversight frameworks .
- Red flags: None observed—no pledging, no related-party transactions, no attendance issues; equity plans prohibit repricing and have minimum vesting, and include clawbacks; no tax gross-ups—shareholder-friendly features .
Overall, Van Wyk’s committee leadership in Cybersecurity & Technology, coupled with Audit and Risk participation, is well-matched to RGA’s operational risk profile and technology agenda. His use of deferrals (phantom shares) and adherence to retention/hedging policies supports ownership alignment, with no disclosed conflicts.