The Company adopted the RGA Flexible Stock Plan in February 1993, as amended, the Flexible Stock Plan for Directors in January 1997, as amended, and the Phantom Stock Plan for Directors in January 1997, as amended (collectively, the “Plans”). The Plans provide for the award of benefits of various types of long-term incentive compensation, including cash and equity based awards.

Equity based awards include stock options, stock appreciation rights (“SARs”), restricted stock, performance shares and other equity based awards to key employees, officers, directors and others performing significant services for the benefit of the Company or its subsidiaries. As of December 31, 2024, shares authorized for the granting of benefits under the RGA Flexible Stock Plan, the Flexible Stock Plan for Directors and the Phantom Stock Plan for Directors totaled 16,460,077, 307,500 and 155,000, respectively. The Company uses treasury shares or shares made available from authorized but unissued shares to support the future exercise of options or settlement of awards granted under its Plans.

The Company recognized equity based compensation expense of $60 million, $46 million and $45 million in 2024, 2023 and 2022, respectively, related to equity based awards under the Plans, primarily due to performance shares, stock appreciation rights and restricted stock.

In general, equity based awards granted under the Plans become exercisable over vesting periods ranging from one to four years. SARs are generally granted with a conversion price equal to the stock’s fair value at the date of grant and expire 10 years after the date of grant. There were no stock options outstanding issued to the Company’s directors under the Flexible Stock Plan during the periods presented. Information with respect to grants under the Plans are as follows.


	Number of Options and SARs	Weighted-Average Exercise/Conversion Price		Aggregate Intrinsic Value (in millions)
Outstanding as of December 31, 2023	1,870,582	$	118.70
Granted	115,394	$	187.92
Exercised	(413,798)	$	107.29
Forfeited	(11,785)	$	145.26
Outstanding as of December 31, 2024	1,560,393	$	126.67	$	136
Awards exercisable	1,364,619	$	123.61	$	123


	Awards Outstanding				Awards Exercisable
Range of Exercise Prices	Number Outstanding as of 12/31/2024	Weighted-Average Remaining Contractual Life (years)	Weighted- Average Exercise Price		Number Exercisable as of 12/31/2024	Weighted-Average Exercise Price

$90.00 – $109.99	429,937	4.2	$	99.93	369,545	$	98.86
$110.00 – $129.99	629,326	5.0	$	122.74	629,326	$	122.74
$130.00 – $149.99	270,809	5.9	$	142.30	211,351	$	143.42
$150.00 +	230,321	6.1	$	168.93	154,397	$	159.30
Totals	1,560,393	5.1	$	126.67	1,364,619	$	123.61


For the years ended December 31,	2024			2023			2022
Dividend yield	1.84		%	2.31		%	2.74		%
Risk-free rate of return	4.33		%	4.15		%	2.41		%
Expected volatility	38.3		%	37.1		%	36.0		%


Expected life (in years)	6.0			6.3			6.3
Weighted-average exercise price of stock options granted	$	185.28		$	138.34		$	106.53
Weighted-average fair value of stock options granted	$	67.95		$	47.20		$	30.55

The Black-Scholes model was used to determine the fair value recognized in the financial statements of SARs that have been granted. The Company used daily historical volatility when calculating the SAR’s value. The benchmark rate is based on observed interest rates for instruments with maturities similar to the expected term of the stock options. Dividend yield is determined based on historical dividend distributions compared to the price of the underlying common stock as of the valuation date and held constant over the life of the stock options. The Company estimated expected life using the historical average years to exercise or cancellation.

Performance Shares are units that, if vested, are multiplied by a performance factor to produce a number of final shares that are paid in the Company’s common stock. Each unit represents the right to receive up to two shares of the Company’s common stock, depending on the results of certain performance measures. Compensation expense related to Performance Shares is recognized ratably over the requisite performance period.

In general, restricted stock units (“RSUs”) become payable at the end of a three year vesting period. Each RSU, if vested, represents the right to receive one share of Company common stock. RSUs generally do not have a strike price and are included in the Company’s shares outstanding.


	Performance Units (1)	Restricted Stock Units
Outstanding as of December 31, 2023	359,551	417,306
Granted	116,883	95,566
Paid	(100,158)	(102,632)
Forfeited	(13,814)	(15,841)
Outstanding as of December 31, 2024	362,462	394,399

(1)Performance Unit amounts above represent the number of Performance Units to be issued at target performance and do not reflect potential increases or decreases that may result from the performance factor. At December 31, 2024, the performance period for the 2022 – 2024 Performance Share grants was completed, but the performance factor had not yet been determined. Included in the above table are 74,536 outstanding Performance Units to which the 2022 – 2024 performance factor will be applied.

As of December 31, 2024, the total compensation cost of non-vested awards not yet recognized in the financial statements was $33 million. It is estimated that these costs will vest over a weighted-average period of 0.5 years.