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

Equity based awards include stock options, stock appreciation rights (“SARs”), restricted stock, performance shares and other equity based awards to key employees, officers, directors and others performing significant services for the benefit of the Company or its subsidiaries. As of December 31, 2023, shares authorized for the granting of benefits under the RGA Flexible Stock Plan and the Flexible Stock Plan for Directors totaled 16,460,077 and 462,500, respectively. The Company uses treasury shares or shares made available from authorized but unissued shares to support the future exercise of options or settlement of awards granted under its Plans.

The Company recognized equity based compensation expense of $46 million, $45 million and $55 million in 2023, 2022 and 2021, respectively, related to equity based awards under the Plans, primarily due to performance shares, stock appreciation rights and restricted stock.

In general, equity based awards granted under the Plans become exercisable over vesting periods ranging from one to four years. SARs are generally granted with a conversion price equal to the stock’s fair value at the date of grant and expire 10 years after the date of grant. There were not any stock options outstanding under the Flexible Stock Plan for Directors during the periods presented. Information with respect to grants under the Plans are as follows.


	Number of Options and SARs	Weighted-Average Exercise/Conversion Price		Aggregate Intrinsic Value (in millions)
Outstanding at December 31, 2022	2,221,287	$	112.05
Granted	129,146	$	138.34
Exercised	(454,459)	$	91.40
Forfeited	(25,392)	$	125.56
Outstanding at December 31, 2023	1,870,582	$	118.70	$	80.6
Awards exercisable	1,605,172	$	118.18	$	70.0


	Awards Outstanding				Awards Exercisable
Range of Exercise Prices	Number Outstanding as of 12/31/2023	Weighted-Average Remaining Contractual Life (years)	Weighted- Average Exercise Price		Number Exercisable as of 12/31/2023	Weighted-Average Exercise Price

$50.00 – $89.99	30,817	0.2	$	78.48	30,817	$	78.48
$90.00 – $99.99	415,528	1.8	$	92.60	415,528	$	92.60
$100.00 – $139.99	1,096,818	6.8	$	121.03	831,408	$	120.78
$140.00 +	327,419	4.7	$	147.80	327,419	$	147.80
Totals	1,870,582	5.2	$	118.70	1,605,172	$	118.18


For the years ended December 31,	2023			2022			2021
Dividend yield	2.31		%	2.74		%	2.17		%
Risk-free rate of return	4.15		%	2.41		%	1.04		%
Expected volatility	37.1		%	36.0		%	34.5		%


Expected life (in years)	6.3			6.3			6.3
Weighted-average exercise price of stock options granted	$	138.34		$	106.53		$	129.01
Weighted-average fair value of stock options granted	$	47.20		$	30.55		$	34.93

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

Performance Shares are units that, if vested, are multiplied by a performance factor to produce a number of final units that are paid in the Company’s common stock. Each unit represents the right to receive up to two shares of the Company’s common stock, depending on the results of certain performance measures. Compensation expense related to Performance Shares is recognized ratably over the requisite performance period. Performance Shares are accounted for as equity awards, but are not credited with dividend equivalents for actual dividends paid on the Company’s common stock during the performance period.

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


	Performance Shares	Restricted Stock Units
Outstanding at December 31, 2022	244,980	566,435
Granted	185,311	111,850
Change in units based on performance factor	(2,931)	—
Paid	(59,453)	(241,969)
Forfeited	(8,356)	(19,010)
Outstanding at December 31, 2023 (1)	359,551	417,306

(1)Amount outstanding at December 31, 2023, includes the amount of shares to be issued under RSUs expected to vest and number of Performance Shares to be issued at target performance. The amount of shares do not reflect potential increases or decreases that may result from the performance factor results except for the 2021 – 2023 grants which vested at December 31, 2023.

As of December 31, 2023, the total compensation cost of non-vested awards not yet recognized in the financial statements was $25 million. It is estimated that these costs will vest over a weighted-average period of 0.8 years.