Globe Life Inc DEF 14A, filed Mar 19, 2026

Globe Life Inc. (GL)

DEF 14A 2026-03-19 For: 2025-12-31

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Added on June 12, 2026

About this DEF 14A

Globe Life Inc filed this DEF 14A on March 19, 2026.

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ý						Filed by the Registrant
¨						Filed by a Party other than the Registrant


¨						Preliminary Proxy Statement
¨						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ý						Definitive Proxy Statement
¨						Definitive Additional Materials
¨						Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


¨						Fee paid previously with preliminary materials.
¨						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11




1						PROXY SUMMARY

1						Annual Meeting Information
1						Voting Proposals
2						Director Nominees
3						Director Nominees Snapshot
3						2025 Performance Highlights
3						Governance Highlights
4						Executive Compensation Highlights


5						PROPOSAL NUMBER 1 – Election of Directors

6						Director Nominee Skills and Qualifications
7						Director Nominee Skills Matrix
8						Director Nominee Profiles


20						EXECUTIVE OFFICERS

20						CORPORATE GOVERNANCE

20						Director Independence Determinations
21						Leadership Structure
22						Board Oversight of Strategy
22						Board Oversight of Risk
25						Board Oversight of Sustainability
26						Governance Guidelines and Codes of Ethics
26						Insider Trading Policy
27						Shareholder Engagement
27						Communications with the Board of Directors
27						Executive Sessions of the Board
27						Board and Annual Shareholder Meeting Attendance
27						Committees of the Board of Directors
30						Risk Assessment of Compensation Policies and Practices
30						Succession Planning and Leadership Development
31						Qualifications of Directors
32						Board Diversity
32						Director Identification and Evaluation Procedures
33						Procedures for Director Nominations by Shareholders
33						Sustainable Business Practices


36						PROPOSAL NUMBER 2 – Advisory Vote on Executive Compensation

37						COMPENSATION DISCUSSION AND ANALYSIS

37						Executive Summary
41						Our Structure for Setting Executive Compensation
45						Elements of Compensation
49						Other Compensation Practices and Policies

53						COMPENSATION COMMITTEE REPORT

53						EXECUTIVE COMPENSATION

53						Summary Compensation Table
55						202 5 Grants of Plan-Based Awards
56						Outstanding Equity Awards at Fiscal Year-End 2025


58						Option Exercises and Stock Vested During Fiscal Year Ended December 31, 2025
59						Pension Benefits at December 31, 2025
60						Potential Payments upon Termination or Change in Control
66						Pay Versus Performance
70						CEO Pay Ratio

71						DIRECTOR COMPENSATION PHILOSOPHY

71						PAYMENTS TO DIRECTORS

72						202 5 DIRECTOR COMPENSATION

72						P ROPOSAL NUMBER 3 – Approval of Globe Life Inc. 2026 Incentive Plan

79						RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS

79						DELINQUENT SECTION 16(a) REPORTS

80						STO CK OWNERSHIP

81						PRINCIPAL SHAREHOLDERS

81						PROPOSAL NUMBER 4 – Approval of Auditors

82						AUDIT COMMITTEE REPORT

83						PRINCIPAL ACCOUNTING FIRM FEES

83						PRE-APPROVAL POLICY FOR ACCOUNTING FEES

84						PROCEDURAL MATTERS

84						Solicitation of Proxies
84						Record Date, Voting Stock and Quorum
85						Required Vote on Proposals


85						OTHER BUSINESS

86						MISCELLANEOUS INFORMATION

86						Shareholder Proposals and Director Nominations for our 2027 Annual Meeting
86						General


A-1						APPENDIX A – N ON -GAAP RECONCILIATION

B-1						APPENDIX B – GLOBE LIFE INC. 2026 INCENTIVE PLAN

NOTE: The Company cautions you that this Proxy Statement may contain forward-looking statements within the meaning of the federal securities law. These prospective statements reflect management's current expectations, but are not guarantees of future performance. Accordingly, please refer to the Company's cautionary statement regarding forward-looking statements and the business environment in which the Company operates, contained in the Company's Form 10-K for the period ended December 31, 2025, found on file with the Securities and Exchange Commission. The Company specifically disclaims any obligation to update or revise any forward-looking statement because of new information, future developments, or otherwise.


Sincerely,

J. Matthew Darden Co-Chairman and Chief Executive Officer


Frank M. Svoboda Co-Chairman and Chief Executive Officer


						Efficient cost structure: Operating at a low cost per unit supports profitability and is not easily replicated by competitors.

						Consistent excess cash flow generation: The size, profitability and strong persistency of our inforce block generate excess cash flow year after year.

						Prudent financial and risk management: A disciplined approach to risk management helps protect the balance sheet across a range of market conditions.



	Net Operating Income Per Share from Continuing Operations*	Net Income Per Share
	$14.52	$14.07



	Book Value Per Share (Excluding AOCI)*	Book Value Per Share
	$96.16	$74.17



	Net Operating Income as ROE (Excluding AOCI)*	Net Income as ROE
	16.0%	20.9%

* Non-GAAP financial measure


Independent Board Oversight	•	Strong independent Lead Director
	•	100% independent Board committees
	•	Regular executive sessions of the independent members of the Board
	•	10 of 12 Board members were independent (as of year-end 2025)


Good Corporate Governance Practices	•	Appropriate mix of diversity and tenure on Board
	•	Director Retirement Age and Tenure Policy
	•	Annual Board and Board committee evaluations, including periodic individual director evaluations
	•	Director and executive officer stock ownership requirements
	•	Policies that prohibit hedging and pledging and provide for clawbacks


Shareholders' Rights	•	Shareholders' Rights Policy
	•	Proxy access
	•	No supermajority voting provisions
	•	Annual election of directors
	•	Majority voting standard for uncontested director elections


People and Culture	•	Succession planning and leadership development for executive officers and senior management positions
	•	Succession planning and education for the Board and Board leadership
	•	Programs, policies and initiatives designed to foster an engaged, stable and inclusive workforce
	•	Work environment based on accountability, standards of integrity and ethical business conduct
	•	Oversight of corporate culture that aligns with the Company's long-term goals and objectives


Pay for Performance	•	Consistent with our business horizon, executive compensation is long-term in its focus, with a strong emphasis on share accumulation to best align management interests with those of our shareholders
	•	Equity awards are determined with reference to both the dollar value of awards and dilution (i.e., as a % of shares outstanding) to include multiple considerations of shareholder impact and alignment
	•	Realizable pay continues to be well-aligned with the Company's total shareholder return (TSR)


Equity Plan Features	•	No single trigger change in control vesting
	•	No discounted stock options or stock appreciation rights (SARs)
	•	Prohibition on stock option and SAR repricing
	•	No tax gross-ups
	•	Awards subject to both minimum vesting requirements and the Company’s Clawback Policy


Compensation Governance	•	The Board’s independent Compensation Committee oversees the compensation program
	•	The Compensation Committee retains an independent compensation consultant that reports only to that committee
	•	Maximum payout caps for annual incentive compensation; limited to 150% of each Named Executive Officer’s (NEO's) target opportunity
	•	Robust stock ownership guidelines for directors and executives
	•	Clawback Policy applicable to current and former executive officers in the event we are required to prepare an accounting restatement of our financial statements due to our material non-compliance with any financial reporting requirement under securities laws
	•	NEOs (including the Co-CEOs) do not have employment contracts


ý						No fee required.


Shareholder Support	•	In 2025, we received strong support for our executive compensation programs, with 92% of votes cast approving our advisory say-on-pay resolution
	•	Over the last five years, our say-on-pay voting results have averaged a 90% approval rate


	Matthew J. Adams Retired Senior Partner and U.S. Insurance Practice Leader, PricewaterhouseCoopers LLP	☑ Independent
	Reasons for Nomination Mr. Adams adds considerable value to the Board. Through his 30+ years of service in senior-level positions at PricewaterhouseCoopers LLP, including time spent as PwC’s former U.S. Insurance Practice Leader and leadership roles on several global insurance client accounts, in addition to his other public company board service, he gained an extensive knowledge of nearly all aspects of the insurance industry. Mr. Adams also possesses significant, practical experience in a number of areas essential to the Board’s role in exercising its oversight function, including strategy, operations, profitability, insurance financial reporting, state and federal regulation, and human capital management. Select Business Experience •PricewaterhouseCoopers LLP, a Big Four accounting firm (1985–2023) ▪Insurance Audit Partner and Senior Relationship Partner (1997–2023) ▪U.S. Insurance Practice Leader (2015–2021) Other Current Public Company Directorships •Member, Board of Directors, Fidelis Insurance Holdings Ltd. (NYSE: FIHL) (2023–present) Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •Member, Board of Directors, Mutual of America Financial Group (2023–present) •Advisor, Concert Group (2023–present) •Advisor, Everle, Inc. (2023–present) Education/Certifications •B.S. in Economics, The Wharton School, University of Pennsylvania •M.B.A., The Wharton School, University of Pennsylvania •CPA License, New York and Pennsylvania
AGE 62
DIRECTOR SINCE February 2025
BOARD COMMITTEE Audit


	Cheryl D. Alston Former Executive Director and Chief Investment Officer, Employees’ Retirement Fund of the City of Dallas, TX (ERF)	☑ Independent
	Reasons for Nomination With a career spanning more than 21 years in the financial services industry, including positions at ERF, Cigna Corporation and Chase Global Securities, Ms. Alston brings to the Board significant experience in the areas of strategic planning, investment management, asset allocation, corporate governance, finance and budget administration. Select Business Experience •Executive Director and Chief Investment Officer of ERF, a $4 billion pension plan for the City’s civilian employees (2004–2025) •Appointed by President Barack Obama to the Pension Benefit Guaranty Corporation Advisory Committee (2011–2016) (two terms) •Cigna Corporation, Hartford, CT (1998–2004) ▪Vice President, Retirement & Investment Services Division, Cigna Retirement and Investment Services (2002–2004) ▪Assistant Vice President, Retirement & Investment Services Division, Cigna Retirement and Investment Services (1998–2002) Other Current Public Company Directorships Member, Board of Trustees, Janus Henderson Mutual Fund (NYSE: JHG) (2022–present) Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •Member, Board of Directors, Blue Cross Blue Shield of Kansas City (2016–present) •Member, Board of Directors, CHRISTUS Health (2012–present) •Member, Board of Directors, Tides Center (2018–2025) •Member, Board of Directors, Federal Home Loan Bank of Dallas (2017–2021) •Former Member, Board of Directors, Mercy Health, St. Louis, MO Education/Certifications •B.S. in Economics, The Wharton School, University of Pennsylvania •M.B.A., Leonard N. Stern School of Business, New York University •Harvard Business School Executive Education
AGE 59
DIRECTOR SINCE February 2018
BOARD COMMITTEE Compensation (Chair)


			The Board of Directors recommends that shareholders vote FOR the election of these 12 nominees as directors


	Mark A. Blinn Former President and Chief Executive Officer, Flowserve Corporation	☑ Independent
	Reasons for Nomination As the former President and Chief Executive Officer, and the former Chief Financial Officer, of Flowserve Corporation and through his leadership roles at Kinko’s Office and Print Services, Inc. and Centex Corporation, Mr. Blinn developed a well-rounded set of business skills and knowledge that significantly benefits the Board, including extensive expertise in business operations, organizational design, accounting/finance and experience running a large complex international organization. He also possesses a thorough understanding of legal and governance matters through his time spent as a practicing attorney. Select Business Experience •Flowserve Corporation, a leading manufacturer and aftermarket service provider of comprehensive flow control systems (2004–2017) ▪President and Chief Executive Officer (2009–2017) ▪Chief Financial Officer (2004–2009) •Chief Financial Officer, FedEx Kinko’s Office and Print Services (2003–2004) •Vice President and Controller, Centex Corporation, one of the nation’s largest home builders and general building contractors (2000–2002) Other Current Public Company Directorships •Member and Non-Executive Chair, Board of Directors, Qnity Electronics, Inc. (NYSE: Q) (2025–present) •Member, Board of Directors, Emerson Electric Co. (NYSE: EMR) (2019–present) •Member, Board of Directors, Texas Instruments Incorporated (NASDAQ: TXN) (2013–present) Former Public Company Directorships (2021–2025) •Member, Board of Directors, Leggett & Platt, Incorporated (NYSE: LEG) (2019–2025) •Member, Board of Directors, Kraton Corporation (formerly NYSE: KRA) (2017-2021) Other Notable Professional Affiliations •Member, Southern Methodist University Cox Executive Board •Member, Board of Advisors, Cardone Industries (2020–2023) Education/Certifications •B.S., Southern Methodist University •M.B.A., Southern Methodist University •J.D., Southern Methodist University •Chartered Financial Analyst (CFA) designation
AGE 64
DIRECTOR SINCE November 2021
BOARD COMMITTEE Compensation


	James P. Brannen Retired Chief Executive Officer, FBL Financial Group, Inc.	☑ Independent
	Reasons for Nomination With nearly 30 years of relevant knowledge and experience in the insurance and financial services industry, and having held a variety of C-suite positions during his distinguished career, Mr. Brannen brings to the Board demonstrated corporate leadership and extensive expertise in business operations, finance, capital management, strategic planning and executive management. Select Business Experience •FBL Financial Group, Inc., a financial services holding company operating under the consumer brand name Farm Bureau Financial Services, West Des Moines, IA ▪Chief Executive Officer (2012–2019) ▪Chief Financial Officer, Chief Administrative Officer and Treasurer (2007–2012) ▪Vice President - Finance (1999–2006) ▪Tax Vice President (1991–1999) •Tax Manager, Ernst & Young, LLC (1985–1991) Other Current Public Company Directorships None Former Public Company Directorships (2021–2025) •Member, Board of Directors, First Interstate BancSystem (NASDAQ: FIBK) (2022–2023) •Member, Board of Directors, Great Western Bancorp, Inc. (NYSE:GWB) (2015–2022) Other Notable Professional Affiliations •Member, Board of Directors, Amerisure Mutual Insurance Company (2020–present) •Member, Board of Directors, FBL Financial Group Inc. (2012–2019) •Member, Board of Directors, Greater Des Moines Partnership (2012–2019) •Member, Board of Directors, Property Casualty Insurers Association of America (2012–2019) •Member, Board of Directors, United Way of Central Iowa (2010–2016) Education/Certifications •B.B.A. in Accounting, University of Iowa •American Institute of Certified Public Accountants •Iowa Society of Certified Public Accountants
AGE 63
DIRECTOR SINCE November 2021
BOARD COMMITTEE Governance and Nominating (Chair)


	Alice S. Cho Consultant to Ludwig Advisors LLC	☑ Independent
	Reasons for Nomination Through her advisory and management positions at Promontory Financial Group, BITS (Bank Policy Institute), the Federal Reserve Board, and the U.S. Executive Office of the President, Ms. Cho brings to the Board extensive experience in advising boards and top executives on risk management, regulatory compliance, corporate governance, and digital technology issues. Select Business Experience •Consultant to Ludwig Advisors LLC, a strategic and regulatory advisory firm to financial institutions (2026–present) •Senior Advisor to Boston Consulting Group (2021–2025) •Company Advisor, Varo Money Inc. (2017–2020) •Managing Director and Head of West Coast Practice, Promontory Financial Group (2015–2017) ▪Various senior leadership roles advising C-suite executives and boards of large financial institutions (2005–2015) •Director, BITS, the technology arm of the Bank Policy Institute (1999–2000) •Special Asst. to Vice Chair Alice M. Rivlin at the Federal Reserve Board, Washington, D.C. (1995–1999) Other Current Public Company Directorships •Member, Board of Directors, First Interstate BancSystem (NASDAQ: FIBK) (2020–present) Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •Board Advisor to Revolut (US) (2026 - present) •Member, The University of Chicago, Harris Council (2021–present) •Member, Council of Korean-Americans (2021–present) •Founding Member, Extraordinary Women on Boards (2021–present) Education/Certifications •B.A. in Economics, Whitman College •A.M. in Public Policy, University of Chicago (Sloan Fellow) •Harvard Business School Executive Education
AGE 59
DIRECTOR SINCE February 2023
BOARD COMMITTEE Audit


						J. Matthew Darden Co-Chairman and Chief Executive Officer of the Company
						Reasons for Nomination Mr. Darden provides the Board with a host of relevant and broad-based skills gained from more than 30 years of direct insurance industry experience, including expertise in marketing, finance, accounting, consulting, technology, business combinations and capital market transactions. Through his managerial roles at the Company, most recently serving as its Chief Strategy Officer, and his 17+ years of public accounting experience at Deloitte & Touche LLP and Ernst & Young LLP, Mr. Darden brings a wealth of highly-valued managerial, financial, operational, and strategic experience to the Board. Select Business Experience •Globe Life Inc., McKinney, TX ▪Co-Chairman and Chief Executive Officer (2023–present) ▪Senior Executive Vice President and Chief Strategy Officer (2022) ▪Executive Vice President and Chief Strategy Officer (2017–2022) ▪President of subsidiary American Income Life Insurance Company (2018–2022) ▪President of subsidiary Family Heritage Life Insurance Company of America (2017–2018) ▪Executive Vice President, Innovations and Business Development (2014–2016) •Partner, Deloitte & Touche LLP, a Big Four accounting firm (2006–2014) Other Current Public Company Directorships None Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •American Institute of Certified Public Accountants •The Texas Society of Certified Public Accountants Education/Certifications •B.B.A. in Economics and Finance, Baylor University •M.B.A., Baylor University •Certified Public Accountant
AGE 55
DIRECTOR SINCE April 2023


	Philip M. Jacobs Retired Principal, U.S. Insurance Tax Sector Leader, KPMG US	☑ Independent
	Reasons for Nomination Through his 35+ years of experience in insurance, banking and professional services, with senior roles at KPMG, Barclays, AIG and GE, Mr. Jacobs has gained significant relevant expertise in accounting and taxation in the financial services industry (including in the life insurance sector). As a global tax leader, he offers the Board valuable strategic insights into taxation, accounting and risk management issues. His core competencies also include capital markets, mergers and acquisitions, legal/regulatory issues and crisis readiness. Select Business Experience •Principal, U.S. Insurance Tax Sector Leader, KPMG, a Big Four accounting firm (2015–2023) •Global Head of Corporate Development and Tax, XL Catlin, Stamford, CT (2013–2015) •Global Head of Tax, Barclays, New York, NY (2009–2013) •Global Tax Director, Head of Divestitures, AIG, New York, NY (2006–2009) •Senior Tax Advisor, Business Tax Director, GE Capital, Stamford, CT (1993–2006) Other Current Public Company Directorships None Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •Member, Board of Directors, XL Catlin Ireland Subsidiaries: XLIT, Ltd; XL Financial Holdings Ltd; XL Financial Holdings Ltd; and XL Financial Ltd (2014–2015) Education/Certifications •B.A. in History, Princeton University •CPA License (Inactive)
AGE 65
DIRECTOR SINCE February 2025
BOARD COMMITTEE Audit


	Derek T. Kan Vice President of Business Operations, Shopify Inc.	☑ Independent
	Reasons for Nomination As Vice President of Business Operations, Shopify Inc., and the former Chief Business Officer of Deliverr, Inc., Mr. Kan has acquired valuable experience in the areas of innovation and the implementation of new technologies. In addition, his service as Vice Chairman of the U.S. Postal Service Board of Governors, together with his prior senior roles at the White House Office of Management and Budget and the U.S. Department of Transportation, provide the Board with a unique perspective on financial oversight and regulatory matters. Select Business Experience •Vice President of Business Operations, Shopify Inc., a global e-commerce technology company (2022–present) (following Shopify's acquisition of Deliverr, Inc.) •Chief Business Officer, Deliverr, Inc., an e-commerce fulfillment company (2020–2022) •Federal Government Service (various roles) ▪Deputy Director, White House Office of Management and Budget (2020) ▪Under Secretary of Transportation for Policy, U.S. Department of Transportation (2017–2019) Other Current Public Company Directorships •Member, Board of Directors, Toll Brothers, Inc. (NYSE: TOL) (2021–present) Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •Vice Chairman/Governor, U.S. Postal Service Board of Governors (2022–present) •Senior Advisor, Oaktree Capital Group (2021–present) •Member, Board of Directors, Amtrak (2016–2019) Education/Certifications •B.S., University of Southern California •M.S., London School of Economics •M.B.A., Stanford Graduate School of Business
AGE 47
DIRECTOR SINCE February 2026
BOARD COMMITTEE Audit


	Sandra L. Phillips Senior Vice President Enterprise Integrity, Chief Legal Officer, Corporate Secretary and Chief Sustainability Officer, Toyota Motor North America Inc.	☑ Independent
	Reasons for Nomination Ms. Phillips provides the Board with strong expertise in legal, regulatory and operational matters gained through her senior leadership roles at Toyota Motor North America. Her experience overseeing compliance, governance and enterprise risk functions supports the Board's oversight responsibilities and informs its consideration of regulatory and operational risk. Select Business Experience •Toyota Motor North America Inc., Plano, TX (2012–present) ▪SVP Enterprise Integrity, Chief Legal Officer, Corporate Secretary and Chief Sustainability Officer (2025–present) ▪SVP Corporate Resources, General Counsel, Chief Legal Officer and Corporate Secretary (2023–2025) ▪SVP Corporate Resources, General Counsel, Chief Legal Officer and Chief Diversity Officer (2022–2023) ▪Group VP, General Counsel, Chief Legal Officer and Chief Diversity Officer (2019–2022) ▪Group VP, General Counsel, Chief Legal Officer and Corporate Secretary (2017–2019) ▪Group VP, General Counsel and Chief Legal Officer (2015–2017) •Partner, Morgan, Lewis & Bockius, Houston, TX (2008–2012) •SVP and Associate General Counsel, Chief Litigation Counsel, Pfizer, New York, NY (2004–2008) •Partner, Shook, Hardy & Bacon L.L.P., Houston, TX (1995–2004) Other Current Public Company Directorships •Member, Board of Directors, MSA Safety Inc. (NYSE: MSA) (2017–present) Former Public Company Directorships (2021–2025) •Member, Board of Directors, The Chemours Company (NYSE: CC) (2021–2024) Other Notable Professional Affiliations •Commissioner, Texas Access to Justice Commission (2024–present) •Director, Southern Methodist University Tate Lecture Series (2021–present) •Member, Board of Directors, United Way of Metropolitan Dallas (2015–present) •Trustee, University of Texas Law School Foundation (2015–present) •Co-Founder, Center for Women in Law, University of Texas School of Law (2011–present) Education/Certifications •Bachelor of Journalism, University of Texas at Austin •J.D., University of Texas School of Law •CERT Certificate in Cybersecurity Oversight
AGE 60
DIRECTOR SINCE February 2026
BOARD COMMITTEE Governance and Nominating


	David A. Rodriguez Retired Global Chief Human Resources Officer, Marriott International	☑ Independent
	Reasons for Nomination Mr. Rodriguez brings to the Board extensive experience in human resource management, including organizational culture and inclusion, through a 36-year career at companies including Marriott International, Citicorp/Citibank and Avon Products, and his service on the Board of Woodmark Corporation and the Board of Trustees of the SIOP Foundation. Select Business Experience •Marriott International (2006–2021) ▪Global Chief Human Resources Officer (2006–2021) ▪Executive Vice President - Corporate Human Resources and U.S. Hotel Division (2003–2006) ▪Senior Vice President - Corporate Human Resources (1998–2002) •Citicorp/Citibank - various HR leadership roles culminating with Chief Human Resources Officer, Citibank Credit Cards Division (1989–1998) Other Current Public Company Directorships •American Woodmark Corporation (2020–present) Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •Member, Board of Trustees, The Society for Industrial and Organizational Psychology ("SIOP") Foundation Education/Certifications •B.A. in Psychology, New York University •M.A., Ph.D. in Industrial/Organizational Psychology, New York University •Fellow, National Academy of Human Resources •Fellow, Society for Industrial and Organizational Psychology •Fellow, American Psychological Association
AGE 67
DIRECTOR SINCE February 2023
BOARD COMMITTEE Governance and Nominating


						Frank M. Svoboda Co-Chairman and Chief Executive Officer of the Company
						Reasons for Nomination Mr. Svoboda has more than 37 years of direct insurance industry experience, including in the areas of tax, accounting, consulting, business combination and capital market transactions. As the Company’s Chief Financial Officer for more than a decade, with overall responsibility for various accounting, financial and executive functions at the Company and its subsidiaries, and through his service as his Company’s Vice President of Tax for nine years prior thereto, as well as the 19 years spent in public accounting at KPMG LLP, he provides the Board with significant financial and operational expertise. Select Business Experience •Globe Life Inc., McKinney, TX ▪Co-Chairman and Chief Executive Officer (2023–present) ▪Senior Executive Vice President and Chief Financial Officer (2022) ▪Executive Vice President and Chief Financial Officer (2012–2022) ▪President of subsidiaries Globe Life And Accident Insurance Company (2018–2022) and American Income Life Insurance Company (2017–2018) ▪Vice President and Director of Tax (2005–2012) •KPMG LLP, a Big Four accounting firm (1984–2003) ▪Partner, Insurance Tax (1998–2003) ▪Various other positions (1984–1998) Other Current Public Company Directorships None Former Public Company Directorships (2021–2025) None Other Notable Professional Affiliations •American Institute of Certified Public Accountants •The Texas Society of Certified Public Accountants Education/Certifications •B.A. in Accounting and Finance, Nebraska Wesleyan University
AGE 64
DIRECTOR SINCE April 2023


	Mary E. Thigpen Self-employed Consultant	☑ Independent
	Reasons for Nomination Ms. Thigpen provides the Board with extensive and diverse expertise in technology, artificial intelligence, cybersecurity, digital commerce, systemic risk management, corporate governance, and international business. Her core competencies in Board oversight have been developed through her service as Chief Executive Officer of OpsDataStore and North Plains, LLC, senior leadership positions at Cox Communications, BearingPoint, Arthur Andersen LLP and Hewlett-Packard Company, and work with clients through her consultancy practice. Select Business Experience •Self-employed consultant providing advisory services in digital transformation strategies for emerging technologies, technology governance and cybersecurity assessments, and systemic risk mitigation competencies (2019--present and 2015–2017) •Chief Executive Officer, OpsDataStore, LLC, Johns Creek, Georgia, a big data analytics, AI, and visualization software company (2017–2019) •Chief Executive Officer, North Plains, LLC, Toronto, Canada, a digital asset management platform (2014–2015) •Self-employed consultant providing advisory services in strategy development, technology assessments, and global go-to-market operational competencies (2011–2013) •Senior Vice President of Strategy, Cox Communications, Atlanta, GA (2004–2011) •Managing Director, BearingPoint, Atlanta, GA (2003–2004) •Partner, Arthur Andersen Business Consulting (1998–2002) •Various global sales, marketing and product innovation and management positions, Hewlett-Packard Company (1982–1998) Other Current Public Company Directorships None Former Public Company Directorships (2021–2025) •Member, Board of Directors, Hope Bancorp, Inc. (NASDAQ: HOPE) (2021–2024) Other Notable Professional Affiliations •Member, Board of Directors, Achievelt Online, LLC (2016–present) •Member, Board of Directors, Bank of Hope (an affiliate of Hope Bancorp, Inc.) (2021–2024) •Member, Board of Directors, OPUS Bank (NASDAQ: OPB) (2019–2020) Education/Certifications •B.S. in Mathematical and Computer Science, Clemson University
AGE 66
DIRECTOR SINCE February 2018
BOARD COMMITTEE Audit (Chair)


Name	Current Age	Principal Occupation and Business Experience for the Past Five Years*
Jennifer A. Haworth	52	EVP and Chief Marketing Officer of Company since Jan. 2020; Division SVP, Marketing of Globe since Sept. 2019
Robert E. Hensley	58	EVP and Chief Investment Officer of Company since July 2021; Divisional SVP, Investments of American Income, Family Heritage, Globe, Liberty National and United American since Feb. 2021
Thomas P. Kalmbach	61	EVP and Chief Financial Officer of Company since Jan. 2023; President of Globe since Jan. 2023; President of Family Heritage since Apr. 2022 (EVP and Chief Actuary of Company Jan. 2019 – Dec. 2022)
Michael C. Majors	63	EVP and Chief Strategy Officer of Company since July 2025; President of United American since Mar. 2015 (EVP, Policy Acquisition and Chief Strategy Officer of Company Jan. 2023 – July 2025; EVP - Administration and Investor Relations of Company July 2018 – Dec. 2022)
R. Brian Mitchell	62	EVP and General Counsel of Company since June 2012; Chief Risk Officer of Company since May 2017; President of American Income since Jan. 2023; President of Liberty National since July 2018
Dolores L. Skarjune	60	EVP and Chief Administrative Officer of Company since Jan. 2023; Divisional SVP, Administration of Family Heritage since June 2023; Divisional SVP, Sales and Administration of American Income, Globe, Liberty National, and United American since Sept. 2019 (Corporate SVP, Sales Administration of Company Jan. 2021 – Dec. 2022)
Robert Sweeney	60	EVP, Underwriting and Sales Administration of Company since July 2025 (Partner/SVP, TPA Strategy and Implementations Life and Annuity Insurance of EXL Dec. 2024 – July 2025; Partner, Insurance TPA Solution and Business Development of IBM Aug. 2023 – Dec. 2024; Chief Operating Officer of Fortitude Life & Annuity Solutions, Inc. July 2021 – Aug. 2023; Head of U.S. Life and Annuity Services of AIG May 2017 – July 2021)
Christopher K. Tyler	52	EVP and Chief Information Officer of Company since June 2022 (Chief Information Officer of Magellan Health Feb. 2020 – May 2022)
Rebecca E. Zorn	54	EVP and Chief Talent Officer of Company since Jan. 2021; Divisional SVP and Chief Talent Officer of American Income, Family Heritage, Globe, Liberty National and United American since Sept. 2019


The Investor Relations team maintains an open line of communication with Company shareholders and members of the financial community to discuss and solicit feedback on Company performance, strategy and other initiatives.						We recognize that open and steady communication with our shareholders can allow us to better understand and remain responsive to the issues they prioritize and to gain valuable feedback on our corporate governance, performance and strategic initiatives. Our Investor Relations team routinely communicates with shareholders and investment analysts throughout the year. In addition, the Investor Relations team and senior executives (typically the Company’s Co-CEOs and Chief Financial Officer (CFO)) frequently engage with shareholders and investment analysts through meetings and investor conferences. Conversations primarily focus on financial and operating performance, capital management and corporate strategy. In an effort to ensure that we engaged with or offered to engage with our top shareholders during the year, we reached out in the fourth quarter of 2025 to those of our top 25 shareholders with whom we had not met with during the year. The top 25 represented approximately 55% of the Company’s total outstanding shares. Seven investors declined our offer to engage, and we had meaningful discussions with four shareholders who expressed an interest in speaking with us. Information about our outreach efforts and the feedback received from our investors was subsequently shared with the Company’s Board of Directors for its consideration.


1.	2.	3.

Board Identification of a Need The Board identifies the need to add a new Board member meeting certain criteria, or to fill a vacancy on the Board.	Initiation of Search The Governance and Nominating Committee initiates a broad-based, inclusive search, seeking input from other Board members and senior management, and may engage a professional search firm or other consultants to assist in identifying potential director candidates, if necessary.	Consideration by Committee Candidates who satisfy any specified criteria and otherwise qualify for membership on the Board are identified and presented to the Governance and Nominating Committee for consideration.


4.	5.	6.

Interview Process The Lead Director, the Co-CEOs and at least one member of the Governance and Nominating Committee, along with other directors, interview prospective candidates.	Committee Approval of Final Candidates The Governance and Nominating Committee meets to consider and approve final candidates.	Board Approval of Selected Candidate(s) The Governance and Nominating Committee seeks full Board endorsement of selected candidate(s).


			Operational Efficiency and Transparent Sustainability Reporting and Disclosure


37			Executive Summary

37			Named Executive Officers
37			2025 Performance Highlights and Operational Achievements
38			Compensation Highlights and Changes
39			Assessment of 2025 Advisory Vote on Executive Compensation
40			Components of Compensation

41			Our Structure for Setting Executive Compensation

41			Compensation Philosophy
42			Roles in Compensation Decisions
43			Pay Review Cycle
43			Compensation Benchmarking
44			Benchmarking Approach for Our Co-CEOs

45			Elements of Compensation

45			Base Salaries
46			Annual Cash Incentives (MIP)
47			Long-Term Equity Incentives
49			Vesting of 2023 Performance Share Awards for 2023 to 2025 Performance
49			2026 Co-CEO Compensation and Long-Term Incentive Mix


49			Other Compensation Practices and Policies

49			Stock Ownership/Retention Guidelines
50			Prohibition on Hedging and Pledging of Company Stock
50			Clawback Policy
51			Retirement and Other Benefits
51			Savings Plans
51			Retirement Life Insurance Agreements
51			Perquisites and Personal Benefits
52			Termination of Employment and Change in Control
52			Tax and Accounting Implications of Compensation


Executive			Title
Frank M. Svoboda			Co-Chairman and Chief Executive Officer
J. Matthew Darden			Co-Chairman and Chief Executive Officer
Thomas P. Kalmbach			Executive Vice President and Chief Financial Officer
Michael C. Majors			Executive Vice President and Chief Strategy Officer
R. Brian Mitchell			Executive Vice President, General Counsel and Chief Risk Officer
Robert E. Hensley			Executive Vice President and Chief Investment Officer


2025 Operational Achievements*
•			Net operating income surpassed $1 billion for the third consecutive year, an 8% increase over 2024.
•			Average invested assets grew 1%.
•			Total net sales increased 13% over 2024 to $948 million in 2025. The average producing agent count across all of the exclusive agencies increased 3%.
•			Book value per share increased to $74.17.
•			Our investment in technology to enhance customer and business operation support remained a key strategy goal.
•			We returned approximately $770 million to our shareholders in 2025 through a combination of dividend distributions and share repurchases.

*Refer to APPENDIX A – Non-GAAP Reconciliation for definitions of non-GAAP measures.