Globe Life Inc DEF 14A, filed Mar 16, 2023

Globe Life Inc. (GL)

DEF 14A 2023-03-16

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Added on June 12, 2026

About this DEF 14A

Globe Life Inc filed this DEF 14A on March 16, 2023.

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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


Sincerely,

Gary L. Coleman Co-Chairman


Larry M. Hutchison Co-Chairman


J. Matthew Darden Co-Chief Executive Officer


Frank M. Svoboda Co-Chief Executive Officer



PROXY STATEMENT SUMMARY AND COMPANY HIGHLIGHTS						1

Chief Executive Officer Transition						1
Performance Highlights						1
Executive Compensation Highlights						3
Governance Highlights						4
Board Composition Highlights						5
Voting Matters						5


PROPOSAL NUMBER 1 – Election of Directors						6

Director Nominee Profiles						7
Director Nominee Skills and Qualifications						10


PROPOSAL NUMBER 2 – Approval of Auditors						12

PROPOSAL NUMBER 3 – Advisory Vote on Executive Compensation						12

PROPOSAL NUMBER 4 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation						13

PROPOSAL NUMBER 5 – Approval of Amendment to Globe Life Inc. 2018 Incentive Plan						13

PROPOSAL NUMBER 6 – Approval of Amendment to Restated Certificate of Incorporation						19

OTHER BUSINESS						20

INFORMATION REGARDING DIRECTORS, NOMINEES , AND EXECUTIVE OFFICERS						21

Executive Officers						21
Stock Ownership						22


CORPORATE GOVERNANCE						22

Director Independence Determinations						22
Leadership Structure						23
Board Oversight of Strategy						24
Board Oversight of Risk						25
Board Oversight of COVID-19						26
Board Oversight of Information Security Risk						26
Board Oversight of Sustainability and ESG						27
Governance Guidelines and Codes of Ethics						28
Shareholder Engagement						28
Communications with the Board of Directors						28
Executive Sessions of the Board						28
Board and Annual Shareholder Meeting Attendance						28
Committees of the Board of Directors						28
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						34
Human Capital Management						34
Corporate Culture and Engagement						34
Diversity, Equity , and Inclusion						34
Health, Safety , and Wellness						35
Talent Development						36
Data Protection and Cybersecurity						36
Community Outreach						36
Environmental Efficiency and Climate Change						37


EXECUTIVE COMPENSATION – COMPENSATION DISCUSSION AND ANALYSIS						38

Executive Summary						38
Compensation Philosophy						39
Effect of COVID-19 on Incentive Plans						39
Roles in Compensation Decisions						40
Setting Executive Compensation						40
Compensation Benchmarking						41
Assessment of 20 2 2 Advisory Vote on Executive Compensation						42
Elements of Compensation						43
Base Salaries						43
Annual Cash Bonuses						44
Long-Term Equity Incentives						45
Stock Ownership/Retention Guidelines						46
Retirement and Other Benefits						47


By Order of the Board of Directors


Christopher T. Moore Corporate Senior Vice President, Associate Counsel and Corporate Secretary


Savings Plans						47
Retirement Life Insurance Agreements						47
Perquisites and Personal Benefits						48
Termination of Employment and Change in Control						48
Clawback Provisions						48
Tax and Accounting Implications of Compensation						49


COMPENSATION COMMITTEE REPORT						49

SUMMARY COMPENSATION TABLE						50

20 2 2 GRANTS OF PLAN-BASED AWARDS						52

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 202 2						53

OPTION EXERCISES AND STOCK VESTED DURING FISCAL YEAR ENDED DECEMBER 31, 2022						55

PENSION BENEFITS AT DECEMBER 31, 20 22						56

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL						57

Stock Options and Termination of Employment						57
Performance Shares and Termination of Employment						58
Termination of Employment—Stock Options and Performance Share Awards						58
Retirement Life Insurance Agreements						59
Supplemental Executive Retirement Plan						59
Change-in-Control—Stock Options and Performance Share Awards						59


PAY VERSUS PERFORMANCE						61

CEO PAY RATIO						64

20 2 2 DIRECTOR COMPENSATION						65

DIRECTOR COMPENSATION PHILOSOPHY						65

PAYMENTS TO DIRECTORS						65

RELATED PARTY TRANSACTION POLICY AND TRANSACTIONS						66

DELINQUENT SECTION 16(a) REPORTS						66

PRINCIPAL SHAREHOLDERS						67

AUDIT COMMITTEE REPORT						68

PRINCIPAL ACCOUNTING FIRM FEES						69

PRE-APPROVAL POLICY FOR ACCOUNTING FEES						69

PROCEDURAL MATTERS						70

Solicitation of Proxies						70
Record Date, Voting Stock and Quorum						70
Required Vote on Proposals						71


MISCELLANEOUS INFORMATION						72

Shareholder Proposals and Director Nominations for our 202 4 Annual Meeting						72
General						72

APPENDIX A – N ON -GAAP RECONCILIATION						A-1

APPENDIX B – A MENDMENT TO GLOBE LIFE INC. 2018 INCENTIVE PLAN						B-1

APPENDIX C – AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF GLOBE LIFE INC.						C-1


Pay for Performance	•	Consistent with our business horizon, executive compensation is long-term in its focus, with a strong emphasis on share accumulation
	•	Equity awards are made as a consistent percentage of market capitalization to provide maximum alignment with shareholders
	•	Realizable pay continues to be well-aligned with the Company's total shareholder return (TSR)

Equity Plan Features	•	No single trigger change of control vesting
	•	No discounted stock options or stock appreciation rights (SARs)
	•	Prohibition on stock option and SAR repricing
	•	No tax gross-ups
	•	No liberal share recycling on stock options and SARs
	•	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 (NEOs) target opportunity
	•	No dividend equivalents on performance share units
	•	Robust stock ownership guidelines for directors and executives
	•	Clawback policy applicable to current and former executive officers in the event of financial statement restatement
	•	NEOs (including the Co-CEOs) do not have employment contracts or severance agreements

Shareholder Support	•	In 2022, we received strong support for our executive compensation programs, with 90% of votes cast approving our advisory say-on-pay resolution
	•	Over the last five years, our say-on-pay voting results have averaged a 93% approval rate


Independent Board Oversight	•	Strong independent Lead Director
	•	100% independent Board committees
	•	Regular executive sessions of the independent members of the Board
	•	12 of 14 Board members are independent

Good Corporate Governance Practices	•	Annual Board and committee evaluations, including periodic individual Director evaluations
	•	Policies prohibiting hedging and providing for clawbacks
	•	Appropriate mix of diversity and tenure on Board (4 new Board members added since November 2021)
	•	Director and executive officer stock ownership requirements
	•	Director Retirement Age and Tenure Policy

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, and succession planning and education for the Board and Board leadership
	•	Oversight of programs, policies and initiatives to foster an engaged, stable, and diverse workforce
	•	Work environment based on accountability and standards of integrity and ethical business conduct
	•	Oversight of corporate culture that aligns with the Company's long-term goals and objectives

Focus on Sustainability	•	Oversight of sustainability by the Board and its standing committees, which assist the Board by monitoring ESG-related issues
	•	Senior management level ESG Committee responsible for setting the Company's sustainability agenda, pursuant to a charter adopted by the Board of Directors
	•	Business practices designed to further good corporate citizenship and reflect sound fiscal management
	•	ESG Report published annually


Elect Directors						Ten of our current directors are standing for re-election (Linda L. Addison, Marilyn A. Alexander, Cheryl D. Alston, Mark A. Blinn, James P. Brannen, Jane Buchan, Alice S. Cho, Steven P. Johnson, David A. Rodriguez and Mary E. Thigpen) and two new director nominees (J. Matthew Darden and Frank M. Svoboda) are being proposed for election, each to a one-year term based upon a majority voting standard. Information about the director nominees’ qualifications and tenure on the Board is located in the sections of this Proxy Statement entitled Director Nominee Profiles and Director Nominee Skills and Qualifications.

Approve Auditors						Deloitte and Touche LLP, who have served as Globe Life Inc.'s registered independent public accountants since 1999, are proposed to be ratified to continue in that role for 2023.

Advise on Executive Compensation						You are being asked to approve, on a non-binding advisory basis, the executive compensation of our named executive officers as disclosed in the various compensation tables and accompanying narrative compensation disclosures found in the Compensation Discussion and Analysis section of this Proxy Statement.

Advise on Frequency of Executive Compensation Vote						You are being asked to approve, on a non-binding advisory basis, the frequency with which our shareholders vote on executive compensation.

Approve Amendment to Incentive Plan						You are being asked to approve an amendment to the Globe Life Inc. 2018 Incentive Plan that would increase the maximum authorized shares under the Plan by 3.3 million shares.

Approve Amendment to Restated Certificate of Incorporation						You are being asked to approve an amendment to the Restated Certificate of Incorporation of the Company to provide for exculpation of liability for officers of the Company for certain breaches of fiduciary duties, similar to protections currently available for directors.


Proposal						The Board recommends that shareholders vote “FOR” the proposal.
1


	Linda L. Addison
		Lead Director
	Independent Director	Member, Governance and Nominating Committee

	Principal occupation: Of Counsel, Norton Rose Fulbright US LLP, since January 2017. She is also an independent director of KPMG LLP, the U.S. audit, tax, and advisory firm. Ms. Addison serves on the non-profit boards of Catalyst and the M.D. Anderson Center Board of Visitors and is a Trustee of the University of Texas Law School Foundation. Ms. Addison received a B.A. from the University of Texas at Austin and a J.D. from the University of Texas School of Law. She earned the Certification in Climate Leadership from Diligent Institute, the CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University's Software Engineering Institute, and is an NACD Board Leadership Fellow. As a global business leader and chief executive with more than three decades of practical experience, including as former Managing Partner and Chair of the Management Committee of Norton Rose Fulbright US LLP, Ms. Addison brings a broad array of management skills and operational experience to the Board, including expertise in corporate governance, climate leadership oversight, cybersecurity oversight, strategic planning, enterprise risk management, regulatory/compliance, compensation, mergers and acquisitions, and human capital management.
Director since Feb. 2018
Age 71

	Marilyn A. Alexander

	Independent Director	Chair, Governance and Nominating Committee

	Principal occupation: Self-employed management consultant since November 2003, and Principal in Alexander & Friedman, Laguna Beach, California, a management consultancy practice focusing on business planning, brand strategy and development, communications, process and organizational issues, since January 2006. Ms. Alexander is also a director of McCarthy Holdings, Inc. She formerly served as a director of DCT Industrial Trust, Inc. (2011-2018) and of Tutor Perini Corporation (2008-2016). Additionally, she is a member of the Board of Trustees, Chapman University, Orange, California. She has an A.B. in Philosophy from Georgetown University and an M.B.A. from the Wharton Graduate School of the University of Pennsylvania and holds a CPA license in the Commonwealth of Virginia. Ms. Alexander contributes to the Board from her extensive expertise in finance, marketing and strategic planning based upon more than 35 years of experience at top corporations including Disneyland Resort, where she was Senior Vice President and Chief Financial Officer, Walt Disney World Resort, Marriott Corporation and Towers Perrin, as well as her own consultancy practice.
Director since Feb. 2013
Age 71


	Cheryl D. Alston

	Independent Director	Member, Compensation Committee

	Principal occupation: Executive Director and Chief Investment Officer of the Employees' Retirement Fund of the City of Dallas, Texas (ERF), a $4 billion pension plan for the City's civilian employees, since October 2004. Ms. Alston also serves on the Board of CHRISTUS Health and Blue Cross Blue Shield of Kansas City and is a Director on the Janus Henderson Mutual Fund Board. She formerly served as a director of the Federal Home Loan Bank of Dallas (2017-2021). She holds a B.S. in Economics from the Wharton School of Business at the University of Pennsylvania and an M.B.A. from the Leonard N. Stern School of Business at New York University. With a career spanning more than 20 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.
Director since Feb. 2018
Age 56


	Mark A. Blinn

	Independent Director	Member, Audit Committee

	Principal occupation: Retired executive. He serves on the Boards of Texas Instruments Incorporated, Emerson Electric Co., and Leggett & Platt, Incorporated. He is an Executive Board Member of the Southern Methodist University (SMU) Cox Executive Board. Mr. Blinn holds a B.S., M.B.A. and J.D. from Southern Methodist University, as well as a charter financial analyst (CFA) designation. As President and Chief Executive Officer, and formerly Chief Financial Officer, of Flowserve Corporation and through his senior leadership roles at FedEx 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.
Director since Nov. 2021
Age 61


	James P. Brannen

	Independent Director	Member, Compensation Committee

	Principal Occupation: Retired executive (Formerly Chief Executive Officer of FBL Financial Group Inc., West Des Moines, Iowa, then a public financial services company, August 2012-December 2019). He also serves on the Boards of First Interstate BancSystem and Amerisure Mutual Insurance Company. He formerly served as a director for Great Western Bancorp, Inc. (2015-2022), FBL Financial Group Inc. (2012-2019), the Greater Des Moines Partnership (2012-2019), and the Property Casualty Insurers Association of America (2012-2019). Mr. Brannen holds a B.B.A. in Accounting from the University of Iowa and is a member of the American Institute of Certified Public Accountants and the Iowa Society of Certified Public Accountants. With nearly thirty years of relevant 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 extensive expertise in finance and executive management.
Director since Nov. 2021
Age 60


	Jane Buchan

	Independent Director	Chair, Compensation Committee

	Principal Occupation: Chief Executive Officer of Martlet Asset Management LLC, Newport Beach, California, since August 2018 (Formerly CEO of Pacific Alternative Asset Management Company, LLC, Irvine, California, a fund of hedge funds focused on institutional investors, March 2000-July 2018; Co-CEO of PAAMCO Prisma Holdings, LLC June 2017-July 2018). Ms. Buchan is also a director of AGF Management Limited and Immix Biopharma, Inc. She formerly served as Chairwoman and Director of Chartered Alternative Investment Association (CAIA) (2009-2018). She is a Trustee of Reed College, Portland, Oregon and the University of California Irvine Foundation. She has a B.A. in Economics from Yale University and an M.A. and Ph.D. in Business Economics/Finance from Harvard University. Ms. Buchan's 30+ year career as an investment professional, including her experience as CEO of Pacific Alternative Asset Management and as Co-CEO of PAAMCO Prisma Holdings, LLC (which grew to $32 billion under management placing it third globally in the league tables at the time of her retirement), her time in the Capital Markets Group of J.P. Morgan Investment Management, and as an Assistant Professor of Finance at the Amos Tuck School of Business at Dartmouth College provides the Board with a broad range of investment management skills.
Director since Oct. 2005
Age 59


	Alice S. Cho

	Independent Director	Member, Audit Committee

	Principal Occupation: Senior Advisor for The Boston Consulting Group, a global management consulting firm providing strategic advice to C-suite leaders and boards, since 2021 (Formerly Advisor of Varo Money, Inc., a digital bank startup, 2017-2020). Ms. Cho is also an independent director of First Interstate BancSystem and serves on the dean's advisory council at the University of Chicago Harris School of Public Policy. She earned a B.A. from Whitman College and earned an A.M. from the University of Chicago, where she was a Sloan fellow. 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 financial services, public policy, and corporate boards, including advising boards and top executives on risk management, regulatory compliance, corporate governance, and digital technology issues.
Director since Feb. 2023
Age 56


	J. Matthew Darden

		Co-Chief Executive Officer

	Principal occupation: Co-Chief Executive Officer since Jan. 2023 (Formerly Senior Executive Vice President and Chief Strategy Officer of Company April 2022 - Dec. 2022; Executive Vice President and Chief Strategy Officer of Company Jan. 2017-April 2022; President of subsidiary American Income Life Insurance Company July 2018-Dec. 2022; President of subsidiary Family Heritage Life Insurance Company of America Jan 2017-July 2018). Mr. Darden received a B.B.A. and an M.B.A from Baylor University and is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. He provides the Board with a host of relevant and broad-based skills gained from more than 27 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 16+ years of public accounting experience at Deloitte & Touche LLP and Ernst and Young LLP, Mr. Darden brings a wealth of highly-valued managerial, financial, operational and strategic experience to the Board.
New Director Nominee
Age 52


	Steven P. Johnson

	Independent Director	Chair, Audit Committee

	Principal occupation: Financial Consultant and Advisor for Boulder Creek Development, LLC, a developer of office/warehouse buildings, primarily for smaller businesses, and its affiliated companies since June 2013. He earned a B.B.A. from the University of Wisconsin-Eau Claire. Mr. Johnson brings to the Board considerable expertise in accounting, auditing, regulatory, corporate governance, Sarbanes-Oxley compliance and enterprise risk management, as well as insurance industry experience as an external auditor, stemming from his 41-year career with Deloitte & Touche LLP, where he held a variety of senior firm leadership and client service positions, including Worldwide Lead Client Service Partner for several prominent firm clients and six years as Deputy Managing Partner - Operations.
Director since Nov. 2016
Age 72


	David A. Rodriguez

	Independent Director	Member, Governance and Nominating Committee

	Principal Occupation: Retired executive (Formerly Global Chief Human Resources Officer of Marriott International, Bethesda, MD, August 2006 - December 2021). He also serves on the Board of American Woodmark Corporation and the Board of Trustees of the SIOP Foundation. Mr. Rodriguez earned a B.A. in Psychology and an M.A. and Ph.D. in Industrial/Organizational Psychology from New York University. He 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 American Woodmark Corporation and the Board of Trustees of the SIOP Foundation.
Director since Feb. 2023
Age 64


	Frank M. Svoboda

		Co-Chief Executive Officer

	Principal occupation: Co-Chief Executive Officer since Jan. 2023 (Formerly Senior Executive Vice President and Chief Financial Officer of Company April 2022-Dec. 2022; Executive Vice President and Chief Financial Officer of Company June 2012 - April 2022; President of subsidiary Globe Life And Accident Insurance Company July 2018-Dec. 2022; President of subsidiary American Income Life Insurance Company Jan. 2017-July 2018). He received a B.A. degree in Accounting and Finance from Nebraska Wesleyan University and is a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. Mr. Svoboda has more than 35 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 investment functions at the Company and its subsidiaries, and through his service as the Company's Vice President of Tax for nine years prior thereto, as well as the 19 years he spent in public accounting at KPMG LLP, he provides the Board with significant financial and operational expertise.
New Director Nominee
Age 61

	Mary E. Thigpen

	Independent Director	Member, Audit Committee

	Principal occupation: Self-employed Consultant providing advisory services in digital transformation strategies, technology and cybersecurity assessments, and systemic risk mitigation competencies since February 2019 and September 2015-October 2017. (Formerly CEO of OpsDataStore, LLC, Johns Creek, Georgia, a big data analytics, AI, and visualization software company, October 2017-January 2019). Ms. Thigpen also serves as a director of Achievelt Online, LLC and Hope Bancorp, Inc. and its affiliate Bank of Hope. She formerly served as a director of Opus Bank (2019-2020). She received a B.S. in Mathematical and Computer Sciences from Clemson University. Ms. Thigpen provides the Board with expertise in technology, cybersecurity, strategic planning, corporate governance, enterprise and systemic risk management, international business, digital sales and marketing developed as a result of her time as CEO of OpsDataStore and as CEO of North Plains, LLC and through senior leadership positions at Cox Communications, BearingPoint, Arthur Andersen LLP and Hewlett-Packard Company, as well as through her consultancy practice.
Director since Feb. 2018
Age 63


Skills and Qualifications						Relevance to Globe Life Inc.
Accounting/Financial						An understanding of accounting and financial concepts is fundamental to the oversight of our financial affairs, as well as for reviewing our operational and financial results.
Business Operations						Helpful for understanding the myriad issues affecting our extensive business operations, which include sales, marketing, customer service, claims, underwriting, financial reporting, accounting and other support-oriented functions.
Capital Markets						Beneficial for appraising and offering guidance on our capital structure and financial strategies, including with respect to dividends, stock repurchases and prospective mergers/acquisitions.
CEO/Other High-Level Senior Management Running Large Organizations						Experience managing and leading large complex businesses is important for gaining a practical understanding of how organizations such as ours function and the decisions and actions required to drive financial and operational results.
Enterprise Risk Management						Important for exercising risk oversight and for informing management's views as to current and emerging risks which, if not properly managed/mitigated, could have a material adverse impact on our business and ultimately shareholder value.
Human Capital Management						Helps the Board guide the Company's efforts to recruit, retain and develop talented professionals, and to seamlessly integrate them into our corporate culture, in order to drive performance.
Information Technology/Information Security						Can better inform the Board regarding technical issues associated with information systems, upon which we are highly dependent, and associated technology in order to ensure our business continues to operate in an efficient and resilient manner.
Insurance Industry/ Financial Services						Experience in the insurance industry or financial services sector contributes to the Board's understanding of the distinct financial, legal and regulatory issues we regularly encounter as an insurance holding company with multiple insurance subsidiaries.
Investments						We manage a substantial portfolio of invested assets. A general understanding of investment management concepts is essential for overseeing our investment management activities.
Legal/Regulatory/Compliance						We operate in a heavily regulated environment in which compliance with applicable laws and regulations is necessary to enable our businesses to function. An understanding of our legal risks/obligations is crucial for the Board to be able to exercise its oversight role.
Marketing/Advertising						Marketing/advertising experience, including social media and digital marketing, can provide expertise directly relevant to us as a consumer-driven business and can help to ensure that our marketing and branding efforts are properly aligned with our long-term strategic objectives.
Other Public Company Board Service						Service on public company boards and committees provides valuable perspectives on good corporate governance practices and knowledge about key issues affecting public companies such as ours.
Sales Management						Enhances the Board’s ability to evaluate our sales programs and initiatives aimed at developing and maintaining our various sales distribution systems in order to grow sales and profits.
Strategic Planning						Valuable for offering guidance and oversight related to management's development of our long-term corporate strategy and for assessing the best approaches for implementing our strategic priorities.


ý						No fee required.


Key Equity Metrics	2022	2021	2020
Equity Run Rate1	1.58%	1.23%	1.12%
Overhang2	10.9%	12.1%	12.9%
Dilution3	7.6%	7.5%	7.3%
1 Equity run rate is calculated by dividing the number of shares subject to equity awards granted during the year by the weighted-average number of shares outstanding during the year. 2 Overhang is calculated by dividing (a) the sum of (x) the number of shares subject to equity awards outstanding at the end of the year and (y) the number of shares available for future grants, by (b) the number of shares outstanding at the end of the year. 3 Dilution is calculated by dividing the number of shares subject to equity awards outstanding at the end of the fiscal year by the number of shares outstanding at the end of the fiscal year. For the purpose of these calculations, shares are counted on the basis of the method utilized in the current plan.


		Company Common Stock or Options Beneficially Owned as of January 31, 20231
Name	City of Residence	Directly2	Indirectly3
Linda L. Addison	Houston, TX	16,097	0
Marilyn A. Alexander	Laguna Beach, CA	20,255	0
Cheryl D. Alston	Frisco, TX	36,923	0
Mark A. Blinn	Dallas, TX	3,043	0
James P. Brannen	Panora, IA	3,518	0
Jane Buchan	Newport Coast, CA	101,658	0
Alice S. Cho	Piedmont, CA	0	0
Gary L. Coleman	Plano, TX	1,284,904	63,608
Larry M. Hutchison	Duncanville, TX	1,390,792	49,408
Robert W. Ingram	Jupiter, FL	23,510	0
Steven P. Johnson	Plano, TX	13,824	0
Darren M. Rebelez	West Des Moines, IA	20,764	0
David A. Rodriguez	Potomac, MD	0	0
Mary E. Thigpen	Alpharetta, GA	10,983	0
J. Matthew Darden	Frisco, TX	165,391	1,463
Frank M. Svoboda	Grapevine, TX	289,500	137,709
Steven K. Greer	McKinney, TX	194,239	0
Michael C. Majors	Dallas, TX	117,005	0
All Directors, Nominees and Executive Officers as a group (25 persons):4		4,078,385	317,690


SPOTLIGHT on ERGs						In 2022, two new ERGs were formed: The Women's Initiative Network (WIN) •Over 120 members •Created to empower and unite people throughout the organization and address topics geared toward the unique challenges of today’s corporate environment. The Young Professionals Group (YPG) •Nearly 30 members •Created to enrich the lives of young professionals by providing networking, personal growth, career development, and volunteer opportunities.


Name	Current Age	Principal Occupation and Business Experience for the Past Five Years*
Gary L. Coleman	70	Co-Chairman since April 2014. (Co-Chief Executive Officer of Company June 2012 - Dec. 2022)
Larry M. Hutchison	69	Co-Chairman since April 2014. (Co-Chief Executive Officer of Company June 2012 - Dec. 2022)
J. Matthew Darden	52	Co-Chief Executive Officer of Company since Jan. 2023. (Senior EVP and Chief Strategy Officer of Company Apr. 2022 - Dec. 2022; EVP and Chief Strategy Officer of Company Jan. 2017 - Apr. 2022; President of American Income July 2018 - Dec. 2022; President of Family Heritage Jan. 2017 - July 2018)
Jennifer A. Haworth	49	EVP and Chief Marketing Officer of Company since Jan. 2020; Division SVP, Marketing of Globe since Sept. 2019. (Corporate SVP, Marketing of Company Nov. 2019 - Dec. 2019; VP, Marketing of Company Jan. 2018 - Nov. 2019; SVP, Marketing of Globe Dec. 2011 - Sept. 2019)
Robert E. Hensley	55	EVP and Chief Investment Officer of Company since July 2021; Divisional SVP, Investments of American Income, Family Heritage, Globe, Liberty and United American since Feb. 2021. (Vice President for Provident Investment Management LLC, Chattanooga, TN, Nov. 1999 - Nov. 2020)
Thomas P. Kalmbach	57	EVP and Chief Financial Officer of Company since Jan. 2023; SVP and Chief Actuary of American Income, Globe, Liberty and United American since Aug. 2018; President of Globe since Jan. 2023; President of Family Heritage since April 2022. (EVP and Chief Actuary of Company Jan. 2019 - Dec. 2022; SVP of Finance and Compliance for Liberty Mutual Benefits business of Liberty Mutual Group, Boston, MA, June 2014 - June 2018)
Michael C. Majors	60	EVP, Policy Acquisition and Chief Strategy Officer of Company since Jan. 2023; President of United American since Mar. 2015. (EVP - Administration and Investor Relations of Company July 2018 - Dec. 2022; Vice President, Investor Relations of Company May 2008 - July 2018)
R. Brian Mitchell	59	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 since July 2018. (President of Globe Jan. 2017 - July 2018)
Dolores L. Skarjune	57	EVP and Chief Administrative Officer of Company since Jan. 2023; Divisional SVP, Sales and Administration of American Income, Globe, Liberty, and United American since Sept. 2019. (Corporate SVP, Sales Administration of Company Jan. 2021 - Dec. 2022; SVP of Sales Administration of American Income, Globe, Liberty and United American Aug. 2012 - Sept. 2019)
Frank M. Svoboda	61	Co-Chief Executive Officer of Company since Jan. 2023. (Senior EVP and Chief Financial Officer of Company Apr. 2022 - Dec. 2022; EVP and Chief Financial Officer of Company June 2012 - Apr. 2022; President of Globe July 2018 - Dec. 2022; President of American Income Jan. 2017 - July 2018)
Christopher K. Tyler	49	EVP and Chief Information Officer of Company since June 2022. (Chief Information Officer of Magellan Health Feb. 2020 - May 2022; Chief Information Officer of Lifecare Health Partners May 2018 - Dec. 2019; Chief Information Officer of Conifer Health Solutions July 2009 - April 2018)
Rebecca E. Zorn	51	EVP and Chief Talent Officer of Company since Jan. 2021; Divisional SVP and Chief Talent Officer of American Income, Globe, Liberty and United American since Sept. 2019. (Corporate SVP and Chief Talent Officer of Company Nov. 2019 - Dec. 2020; VP and Chief Talent Officer of Company Jan. 2019 - Nov. 2019; Assistant Secretary and Director of Human Resources of Company Jan. 2018 - Dec. 2018; SVP and Chief Talent Officer of American Income, Globe, Liberty and United American June 2019 - Sept. 2019)


Lead Director Duties
•			Acting as the principal liaison between the independent directors and the Board Chair(s) and facilitating the flow of quality and timely information between the independent directors and Company management
•			Identifying important issues for Board consideration and coordinating preparation for Board meetings and executive sessions of the Board, including approval of meeting agendas and schedules to assure adequate time for discussion
•			Ensuring that directors are encouraged to share their viewpoints and raise questions at Board meetings, facilitating discussion around core issues and helping to achieve consensus
•			Leading executive sessions of the Board that encourage open and candid conversations and provide useful feedback for the Board Chair(s)
•			Leading Board meetings if the Board Chair(s) is/are not present
•			Assisting the Committee Chairs and individual Board members in fulfilling their roles and responsibilities, upon request
•			Working with the Governance and Nominating Committee to ensure that a strong executive development and succession planning process operates continuously in the Company and that independent Board members are fully informed of the process and properly fulfill their roles
•			Leading the Board through the Co-CEO/Chair succession planning process, including overall timing and candidate identification, selection and leadership transition
•			Working with the Governance and Nominating Committee to ensure that: (1) a robust Board and individual director evaluation process occurs regularly; (2) underperforming directors, if any, are identified and offered assistance for improvement; and (3) the Board has the appropriate set of skills and experiences to fulfill its responsibilities
•			Approving retention of Board consultants, except consultants explicitly retained pursuant to Committee responsibilities
•			Calling special purpose meetings of the independent directors
•			Being available for consultation and communication with shareholders upon request of the Board Chair(s)
•			Assisting in a crisis situation by coordinating communication with the Board and providing other assistance as requested by management
•			Performing other duties consistent with the Lead Director role as requested by the Board or management


Director	Board Committees
	Audit Committee	Compensation Committee	Governance and Nominating Committee
Linda L. Addison (L)			M
Cheryl D. Alston		M
Marilyn A. Alexander			C
Mark A. Blinn	M
James P. Brannen		M
Jane Buchan		C
Alice S. Cho	M
Robert W. Ingram1		M
Steven P. Johnson	C
Darren M. Rebelez1			M
David A. Rodriguez			M
Mary E. Thigpen	M
Number of Meetings Held in 20222	11	5	4


(L) - Lead Director; C - Chair; M - Member 1 Scheduled to retire from the Board at the Annual Meeting on April 27, 2023. 2 The Audit Committee held 5 physical meetings and 6 teleconference meetings in 2022; the Compensation Committee held 4 physical meetings and 1 videoconference meeting in 2022; and the Governance and Nominating Committee held 4 physical meetings in 2022.


Committees			Committee Responsibilities

Audit Committee			•reviews and discusses with management and the independent registered public accounting firm the Company’s audited financial statements and quarterly financial statements prior to filing, the Company’s earnings press releases and financial information and earnings guidance, and the Company’s policies for financial risk assessment and management; •selects, appoints, reviews and, if necessary, discharges the independent auditors; •reviews the scope of the independent auditors’ audit plan and pre-approves audit and non-audit services; •reviews the adequacy of the Company’s system of internal controls over financial reporting; •periodically reviews pending litigation and regulatory matters; •reviews the performance of the Company’s internal audit function; •reviews related party disclosures to assure they are adequately disclosed in the Company’s financial statements and other SEC filings; •reviews and appropriately treats complaints and concerns regarding accounting, internal accounting controls or auditing matters pursuant to a confidential “whistleblower” policy; •discusses the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; •monitors and periodically reports to the Board regarding management’s enterprise risk management processes; •meets with the Company’s independent auditors and internal auditors both with and without management present at each of its regular quarterly meetings; •evaluates the Company’s internal auditors and performs an annual evaluation of the independent auditor utilizing the external auditor evaluation tool developed by the Center for Audit Quality and several other governance organizations; and •reviews information security and technology risks and provides guidance to management with respect to information security and privacy policies.

Current Committee Members

Steven P. Johnson, Chair
Mark A. Blinn
Alice S. Cho
Mary E. Thigpen


Compensation Committee			•determines the Company's stated general compensation philosophy and strategy; •reviews and determines the compensation of senior management of the Company and its subsidiaries at certain levels, including establishing goals and objectives for the Co-CEOs’ compensation, evaluating each Co-CEO’s performance in light thereof, and recommending their total compensation to the independent directors for their approval; •establishes the annual bonus pool; •administers the Company’s Management Incentive Plan and stock incentive plans; •makes recommendations to the Board with respect to executive compensation, incentive compensation plans and equity-based plans; •reviews and recommends to the Board non-management director compensation; •reviews and discusses with Company management the Compensation Discussion and Analysis section and recommends to the Board that it be included in the annual Proxy Statement; and •oversees preparation of the Compensation Committee Report in the annual Proxy Statement. The Compensation Committee is authorized to retain its own independent compensation consultant and has retained Board Advisory, Inc. as its independent compensation consultant. The Compensation Committee receives input and recommendations from the Co-CEOs and other members of Company management on compensation matters more fully described in the Compensation Discussion and Analysis section of this Proxy Statement and delegates day-to-day administrative functions for implementation of its compensation decisions and programs to Company officers.

Current Committee Members

Jane Buchan, Chair
Cheryl D. Alston
James P. Brannen
Rob W. Ingram

Governance and Nominating Committee			•receives and evaluates qualifications of potential director candidates; •identifies individuals qualified to become Board members consistent with criteria set by the Board and recommends director nominees to the Board; •reviews, assesses and recommends to the Board an 'independence' determination with respect to each of the directors for purposes of Board membership (or committee membership, where applicable); •recommends the directors to be appointed to Board committees, the committee chairs and the Lead Director; •develops and recommends to the Board a set of governance guidelines and codes of business conduct and ethics for the Company; •monitors and annually evaluates how effectively the Board and Company have implemented the Governance Guidelines; •assesses and monitors, throughout the organization, issues related to the Company's corporate governance risk, corporate culture risk and human capital risk; •oversees the development and monitors the implementation of succession planning, both long term and emergency, for the Board, the Co-CEOs and executive management; and •oversees evaluations of the performance of the Board, individual Board members, Board committees, and the Co-CEOs, as coordinated by the Lead Director, and monitors the Co-CEOs’ evaluations of executive management. The Governance and Nominating Committee will receive, evaluate, and consider the names and qualifications of any potential director candidates from all sources, including shareholders of the Company. Recommendations of potential director candidates and supporting material may be directed to the Governance and Nominating Committee in care of the Corporate Secretary at 3700 South Stonebridge Drive, McKinney, Texas 75070. Additionally, any Company shareholder entitled to vote at a shareholder meeting at which election of directors will be considered may use the director nomination procedures contained in Article III, Section 2 of the Company’s By-laws. The Company has also adopted proxy access, as set forth in Article III, Section 3 of the Company's By-laws. These procedures are described more fully in Procedures for Director Nominations by Shareholders of this Proxy Statement.

Current Committee Members

Marilyn A. Alexander, Chair
Linda L. Addison
Darren M. Rebelez
David A. Rodriguez


The Board identifies the need to add a new Board member meeting certain criteria, or to fill a vacancy on the Board

The Governance & Nominating Committee initiates a search, seeking input from other Board members and senior management, and may engage a professional search firm or other consultants to assist in identifying director candidates if necessary

The Governance & Nominating Committee will evaluate candidates proposed by shareholders under criteria similar to those used for the evaluation of other candidates

Candidates who will satisfy any specified criteria and otherwise qualify for membership on the Board are identified and presented to the Governance & Nominating Committee for consideration

The Lead Director, the Co-CEOs, and at least one member of the Governance & Nominating Committee, along with other directors, will interview prospective candidate(s)

The Governance & Nominating Committee meets to consider and approve final candidate(s)

The Governance & Nominating Committee seeks full Board endorsement of selected candidate(s)


Name			Title
Gary L. Coleman			Chairman and Former Co-Chief Executive Officer*
Larry M. Hutchison			Chairman and Former Co-Chief Executive Officer*
Frank M. Svoboda			Former Senior Executive Vice President and Chief Financial Officer**
J. Matthew Darden			Former Senior Executive Vice President and Chief Strategy Officer**
Steven K. Greer			Chief Executive Officer, American Income Life Division
Michael C. Majors			Former Executive Vice President - Administration and Investor Relations▲
* Messrs. Coleman and Hutchison retired as Co-Chief Executive Officers of the Company effective December 31, 2022, but continued to serve in an executive capacity as Co-Chairmen of the Board of Directors on and after such date. ** Messrs. Darden and Svoboda were appointed Co-Chief Executive Officers of the Company effective January 1, 2023. ▲ Mr. Majors was appointed Executive Vice President, Policy Acquisitions and Chief Strategy Officer of the Company on January 1, 2023.


Compensation Committee	•	The Compensation Committee is responsible for determining the compensation of our senior executives at the Company and its subsidiaries in accordance with our stated compensation philosophy and strategy.
	•	The Committee sets (or recommends in the case of the Co-CEOs) the total compensation payable in various forms to the executive management team1 (including the NEOs).
	•	The Compensation Committee ensures that the mix of compensation among various elements is appropriately balanced, fair, reasonable and competitive.

Management	•	Members of Company management support the Compensation Committee, attend portions of its meetings, make recommendations to the Committee and perform various day-to-day administrative functions on its behalf in connection with our cash and equity compensation programs and plans.
	•	Our Co-CEOs provide input to the Compensation Committee to assist in the design and modification of our compensation programs and to enable the Committee to assess the effectiveness of our compensation philosophy and programs.
	•	Our Co-CEOs make specific recommendations regarding potential bonus awards and the amount and mix of the cash and equity compensation to be paid to certain levels of officers, including the NEOs (except themselves).

Independent Compensation Consultant	•	The Compensation Committee has retained Board Advisory, Inc., an independent compensation consulting firm.
	•	In 2022, at the request of the Compensation Committee, Board Advisory: (i) conducted a review of the competitiveness of the total compensation paid to the NEOs; (ii) made recommendations regarding compensation increases for the NEOs; (iii) provided reports and analyses, including recommendations regarding changes to the peer group, director compensation, and various executive compensation issues; and (iv) recommended 2023 cash and equity compensation to be paid to the new Co-CEOs.


Peer Group Review (April)
			•Review peer group periodically, with extensive review conducted every third year (most recently in 2022) •Compare peer size based on Total Enterprise Value (market capitalization of common equity plus book value of debt minus cash)
Pay & Performance Review (August)
			•Compare Globe Life performance to peers on measures utilized in the Company’s incentive plans •Compare Co-CEOs’ pay to the average of the peer CEOs and second highest paid executive •Compare total pay of our top five NEOs to the top five of our peers (which avoids the inequitable result in which six of our officers are compared to five officers of our peers) •Review grant date fair value and realizable pay
Update of Guidelines (November)
			•Adjust executive salary ranges and bonus targets based on surveys and trend data •Conduct an extensive analysis of peer long-term incentive (LTI) grants based on Shareholder Value Transfer (SVT) and shares granted as a percentage of the peer companies’ diluted shares outstanding at the beginning of the year •Annually adjust guidelines to reflect peer practices for Co-CEOs, NEOs and all members of executive management, as well as all employees
Initial Pay Discussion (January)
			•Perform preliminary calculation of corporate performance under annual bonus plan (subject to audit) •Review and approve the Co-CEO’s recommendations on pay for members of executive management (i.e., prior-year’s bonus, new base salary, new bonus target and new LTI plan award) •Discuss potential decisions regarding Co-CEO pay for recommendation to the Board •Preliminary discussion with management of performance measures and goals for the new year
Final Pay Decisions (February)
			•Finalize a formal recommendation to the Board on Co-CEO pay •Approve finalized LTI awards for all employees other than the Co-CEOs •Approve performance measures and goals for annual and long-term plans


Removed Peers (3)		Added Peers (3)
•	American National Group – recently acquired	•	CNA Financial Corp – has a life insurance segment and is better-sized
•	Hanover Insurance Group and Kemper Corp – property and casualty companies that are significantly smaller in size than the Company	•	First American Financial Corp – comparable in size to the Company and used by proxy advisory firms
		•	Reinsurance Group of America, Inc. – a pure life reinsurer close to the Company's size


Pay Element	Purpose	Form	Performance Element
Base Salary	Attract and retain executive talent	Cash	Annual Review
Annual Incentive	Motivate achievement of Company’s annual performance goals relative to growth and profit	Cash	Operating EPS
			Underwriting Income
			NOI ROE
Long-Term Incentive	Alignment with shareholder’s interests and provide focus on the long-term nature of the life insurance business	Performance Shares	3-yr Operating EPS Growth, 3-yr Underwriting Income Growth, and 3-yr Avg. NOI ROE
		Stock Options	Stock Price Appreciation


Some of these elements focus on compensation paid during the executive's active working career, while others focus on compensation and benefits paid upon or related to retirement. Executives may also receive certain limited perquisites and personal benefits. When the Committee annually reviews compensation, it primarily focuses on the "Target Pay" of the executive - the salary, target bonus and accounting grant value of long-term incentives. The adjacent graph shows the relative importance of these elements in the Co-CEO 2022 target pay mix and illustrates that 88% is performance-linked, as described in the table above. Annual cash bonuses and performance share awards are determined based on the attainment of certain prescribed performance metrics. Likewise, the value of stock options, which are granted by the Compensation Committee (for the NEOs other than the Co-CEOs) or recommended to the independent members of the Board (for the Co-CEOs) at the same quarterly meeting(s) each year, is solely dependent on appreciation of the Company's stock price – a reflection of investor's views of the Company's performance. Accordingly, it is the Committee's position that each of these awards is properly categorized as "performance-linked".


Name	2022 Salary ($)	2023 Salary ($)
Gary L. Coleman*	1,025,000	342,744	1
Larry M. Hutchison*	1,025,000	342,744	1
Frank M. Svoboda	650,000	850,000
J. Matthew Darden	650,000	850,000
Steven K. Greer	530,000	555,000
Michael C. Majors	465,000	495,000
1 Messrs. Coleman and Hutchison will retire as executive Co-Chairmen of the Board at the Annual Meeting of Shareholders on April 27, 2023. Their annual salary has been pro-rated accordingly in the above table.


			Operating EPS Growth (40%)	Underwriting Income Growth (30%)	NOI ROE (30%)
Threshold	50	%	4.0%	4.0%	12.7%
Target	100	%	9.0%	8.5%	13.7%
Maximum	150	%	14.0%	13.0%	14.7%


Name	Target Bonus as a % of Salary	Target Bonus Amount1 ($)	Framework Bonus2 ($)	Actual Bonus Paid ($)
Gary L. Coleman	140%	1,435,000	1,312,000	1,312,000
Larry M. Hutchison	140%	1,435,000	1,312,000	1,312,000
Frank M. Svoboda	90%	585,000	535,000	535,000
J. Matthew Darden	90%	585,000	535,000	535,000
Michael C. Majors	55%	256,000	234,000	234,000
Total		4,296,000	3,928,000	3,928,000


1 Reflects target bonus amount based on targeted operating EPS growth, underwriting income growth and NOI ROE in 2022. The threshold bonus amount is equal to half the target. The maximum bonus is equal to the lesser of 150% of target or the amount allowed by the MIP. The bonus amounts are rounded to the thousandth (000). 2 Bonus earned based on the 2022 performance framework, before Compensation Committee discretion, was equal to 91.4% of Target Bonus, rounded to the thousandth (000).


Stock Options	•	Granted to all equity award recipients
	•	Granted at market price
	•	Options have a 7-year term, vesting 50% on 2nd-year anniversary of grant date and remaining 50% on 3rd-year anniversary

Performance Shares	•	Performance-based vesting
	•	Awards granted based on cumulative performance over a 3-year period
	•	Granted only to members of the executive management team

Restricted Stock	•	These awards, historically, have vested after 5 years, with no partial vesting or vesting for early retirement
	•	No time-vested restricted stock awards were made to NEOs in 2022


			Operating EPS Growth (40%)	Underwriting Income Growth (30%)	Average NOI ROE (30%)
Threshold	50	%	2.0%	1.0%	11.5%
Target	100	%	8.5%	7.5%	13.6%
Maximum	150	%	13.5%	12.5%	15.1%


Position			Stock Ownership Level

Chief Executive Officer(s) of Company			6 x Annual Salary

Executive Vice Presidents of Company			3 x Annual Salary

Chief Executive Officers of Agency/Marketing Divisions of Principal Insurance Subsidiaries			2 x Annual Salary

Other Officers of Company and its Subsidiaries designated by Governance & Nominating Committee			1 x Annual Salary

Non-Management Directors of Company			5 x Annual Cash Retainer