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Pay vs Performance Disclosure
5 Months Ended 7 Months Ended 12 Months Ended
May 26, 2022
Dec. 31, 2022
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table    
Pay Versus Performance
Set forth below is the information required by Item 402(v) of Regulation
S-K,
which requires the Company to disclose certain information about the relationship between executive “compensation actually paid” by the Company and its financial performance. The term “compensation actually paid,” or “CAP,” is as defined by Item 402(v) and calculated as explained further below. CAP does not necessarily reflect the compensation actually received by or transferred to any of our NEOs for any of the years presented.
Pay Versus Performance Table
 
Pay Versus Performance
 
                 
                                       
 Value of Initial Fixed
$100 Investment
Based on:
             
                   
Year
 
Summary
Comp-
ensation
Table Total
for PEO ($)
(Cooper)
1
   
Summary
Comp-
ensation
Table
Total for
PEO ($)
(Glass
)1
   
Comp-
ensation
Actually
Paid to
PEO ($)
(Cooper)
3,4
   
Comp-
ensation
Actually Paid
to PEO ($)
(Glass)
3,4
   
Average
Summary
Comp-
ensation
Table
Total for
Non-PEO
Named
Executive
Officers
($)
2
   
Average
Comp-
ensation
Actually
Paid to Non-

PEO Named
Executive
Officers
($)
3,4
   
Total
Share-
holder
Return
($)
5
   
Peer
Group
Total
Share-
holder
Return
($)
5
   
Net
Income
(loss)
($ in
millions)
6
   
Income
from
Operations
per Share
($)
7
 
                   
2023
    13,437,920             10,633,177             5,883,097       5,434,156       54.37       142.87       (752     6.61  
                   
2022
    9,098,310       6,454,525       2,252,925       (14,976,227     7,040,128       2,632,485       57.59       136.53       1,358       8.62  
                   
2021
          16,760,924             25,991,415       4,988,003       6,949,015       123.93       123.73       3,778       12.10  
                   
2020
          14,300,822             9,673,599       3,892,316       3,097,418       88.88       90.52       499       4.45  
 
1
 
Mr. Glass served as our Chief Executive Officer, or Principal Executive Officer (“PEO”), in 2020, 2021 and until May 27, 2022. Ms. Cooper became our PEO on May 27, 2022. Ms. Cooper was a
non-PEO
NEO in 2020 and 2021.
 
2
 
For 2023, our
non-PEO
NEOs included Messrs. Neczypor, Grove, Reid and Woodroffe and our former CFO Mr. Freitag. For 2022, our
non-PEO
NEOs included Messrs. Freitag, Grove, Reid and Kenneth S. Solon, Executive Vice President and Chief Information Officer. For 2021, our
non-PEO
NEOs included Messrs. Freitag and Solon, Ms. Cooper and former executive officer Jamie Ohl. For 2020, our
non-PEO
NEOs included Mr. Freitag, Ms. Cooper and former executive officers Lisa Buckingham and Wilford Fuller.
 
3
 
Set forth below are adjustments to the total compensation amounts presented in the “Summary Compensation Table,” or “SCT,” for our fiscal years 2020 through 2023 as prescribed by Item 402(v) of Regulation
S-K
to arrive at CAP. There were no equity awards for either PEO or any of the
non-PEO
NEOs that were granted in prior fiscal years that failed to meet the applicable vesting conditions during any fiscal year presented, except for the PSA awards granted in 2020 that failed to vest in 2023, but such awards had no value as of December 31, 2022 so there is no change in fair value to report for these awards for 2023. In addition, there are no service costs or prior service costs attributable to services rendered with respect to the defined pension plan for which amounts are reported in the SCT, as the plan is frozen. Finally, no adjustments were made for dividends paid on equity awards, as dividends on RSUs and PSAs are reinvested and result in an increase in the number of shares underlying the award. Some totals may not reconcile due to rounding.
 
 
                 
Year
 
Executive(s)   
 
SCT Total
($)
   
Subtract
Grant Date
Fair Value
Reported
in SCT for
Equity
Awards
Granted in
Fiscal Year
($)
   
Add Fair
Value at
Fiscal Year
End of
Unvested
Equity
Awards
Granted in
Fiscal Year
($)
   
Add Change
in Fair Value
as of Fiscal
Year End of
Unvested
Equity
Awards
Granted in
Prior Fiscal
Years ($)
   
Add Fair
Value at
Vesting of
Equity
Awards
Granted in
Fiscal Year
that
Vested
During
Fiscal Year
($)
   
Add Change
in Fair
Value of
Equity
Awards
Granted in
Prior Fiscal
Years that
Vested
During
Fiscal Year
($)
   
Subtract
Change
in
Pension
Value
and
Non-
Qualified
Deferred
Comp
Earnings
Reported
in SCT
($)
   
CAP ($)
 
                 
2023
  PEO     13,437,920       (8,045,125     5,861,148       (690,038           69,272             10,633,177  
                 
 
Non-PEO NEOs
    5,883,097       (2,698,808     2,775,956       (353,450           (209,920     (4,702     5,434,156  
                 
2022
  PEO (Cooper)     9,098,310       (6,411,818     1,473,981       (2,068,557           161,010             2,252,925  
                 
  PEO (Glass)     6,454,525       (4,259,814     704,085       (9,721,204     1,323,456       (9,477,274           (14,976,227
                 
 
Non-PEO
NEOs
    7,040,128       (5,257,992     2,383,336       (1,602,957           69,971             2,632,485  
                 
2021
  PEO (Glass)     16,760,924       (9,926,350     13,630,189       6,320,299             (593,240     (200,407     25,991,415  
                 
 
Non-PEO
NEOs
    4,988,003       (2,262,170     3,038,528       1,339,007             (150,689     (3,664     6,949,015  
                 
2020
  PEO (Glass)     14,300,822       (9,749,776     8,875,987       (3,477,986           (20,972     (254,476     9,673,599  
                 
 
Non-PEO
NEOs
    3,892,316       (1,989,285     1,810,946       (601,870           (2,546     (12,143     3,097,418  
 
4
 
Fair values were calculated in a manner consistent with the fair value methodology used to account for share-based payments in our financial statements under generally accepted accounting principles. For awards that are subject to performance conditions, we calculated the change in fair value as of the end of the covered fiscal year based upon the probable outcome of such conditions as of the last day of the fiscal year.
 
5
 
Represents, as applicable, the Company’s or the peer group’s cumulative total shareholder return (“TSR”) based on a hypothetical investment of $100 on December 31, 2019, with dividends reinvested through the last trading day of 2020, 2021, 2022 and 2023, respectively. The peer group used is the S&P Life & Health Insurance Index, which is the same index we use for purposes of Item 201(e)(1)(ii) of Regulation
S-K.
 
6
 
The net income amounts for 2022 and 2023 have been recast to reflect the adoption of LDTI.
 
7
 
Income from Operations per Share is a financial performance measure used in our AIP. The amounts set forth in this column represent the Income from Operations per Share for 2020, 2021, 2022 and 2023, in each instance as calculated for that year in accordance with the terms of the AIP and as certified by the Compensation Committee. Income from Operations is defined as net income in accordance with U.S. GAAP but excluding the
after-tax
effects of certain items. The terms of the AIP also provide for certain defined exclusions in calculating Income from Operations for purposes of the plan. For the definitions of Income from Operations per Share for the 2020, 2021, 2022 and 2023 AIPs, see Exhibit 1 beginning on page
E-1.
For more information about Income from Operations per Share and its impact on payouts under the 2023 AIP, see the CD&A.
     
Company Selected Measure Name     Income from Operations per Share      
Named Executive Officers, Footnote    
1
 
Mr. Glass served as our Chief Executive Officer, or Principal Executive Officer (“PEO”), in 2020, 2021 and until May 27, 2022. Ms. Cooper became our PEO on May 27, 2022. Ms. Cooper was a
non-PEO
NEO in 2020 and 2021.
 
2
 
For 2023, our
non-PEO
NEOs included Messrs. Neczypor, Grove, Reid and Woodroffe and our former CFO Mr. Freitag. For 2022, our
non-PEO
NEOs included Messrs. Freitag, Grove, Reid and Kenneth S. Solon, Executive Vice President and Chief Information Officer. For 2021, our
non-PEO
NEOs included Messrs. Freitag and Solon, Ms. Cooper and former executive officer Jamie Ohl. For 2020, our
non-PEO
NEOs included Mr. Freitag, Ms. Cooper and former executive officers Lisa Buckingham and Wilford Fuller.
     
Peer Group Issuers, Footnote     Represents, as applicable, the Company’s or the peer group’s cumulative total shareholder return (“TSR”) based on a hypothetical investment of $100 on December 31, 2019, with dividends reinvested through the last trading day of 2020, 2021, 2022 and 2023, respectively. The peer group used is the S&P Life & Health Insurance Index, which is the same index we use for purposes of Item 201(e)(1)(ii) of Regulation
S-K.
     
Adjustment To PEO Compensation, Footnote    
 
3
 
Set forth below are adjustments to the total compensation amounts presented in the “Summary Compensation Table,” or “SCT,” for our fiscal years 2020 through 2023 as prescribed by Item 402(v) of Regulation
S-K
to arrive at CAP. There were no equity awards for either PEO or any of the
non-PEO
NEOs that were granted in prior fiscal years that failed to meet the applicable vesting conditions during any fiscal year presented, except for the PSA awards granted in 2020 that failed to vest in 2023, but such awards had no value as of December 31, 2022 so there is no change in fair value to report for these awards for 2023. In addition, there are no service costs or prior service costs attributable to services rendered with respect to the defined pension plan for which amounts are reported in the SCT, as the plan is frozen. Finally, no adjustments were made for dividends paid on equity awards, as dividends on RSUs and PSAs are reinvested and result in an increase in the number of shares underlying the award. Some totals may not reconcile due to rounding.
 
 
                 
Year
 
Executive(s)   
 
SCT Total
($)
   
Subtract
Grant Date
Fair Value
Reported
in SCT for
Equity
Awards
Granted in
Fiscal Year
($)
   
Add Fair
Value at
Fiscal Year
End of
Unvested
Equity
Awards
Granted in
Fiscal Year
($)
   
Add Change
in Fair Value
as of Fiscal
Year End of
Unvested
Equity
Awards
Granted in
Prior Fiscal
Years ($)
   
Add Fair
Value at
Vesting of
Equity
Awards
Granted in
Fiscal Year
that
Vested
During
Fiscal Year
($)
   
Add Change
in Fair
Value of
Equity
Awards
Granted in
Prior Fiscal
Years that
Vested
During
Fiscal Year
($)
   
Subtract
Change
in
Pension
Value
and
Non-
Qualified
Deferred
Comp
Earnings
Reported
in SCT
($)
   
CAP ($)
 
                 
2023
  PEO     13,437,920       (8,045,125     5,861,148       (690,038           69,272             10,633,177  
                 
 
Non-PEO NEOs
    5,883,097       (2,698,808     2,775,956       (353,450           (209,920     (4,702     5,434,156  
                 
2022
  PEO (Cooper)     9,098,310       (6,411,818     1,473,981       (2,068,557           161,010             2,252,925  
                 
  PEO (Glass)     6,454,525       (4,259,814     704,085       (9,721,204     1,323,456       (9,477,274           (14,976,227
                 
 
Non-PEO
NEOs
    7,040,128       (5,257,992     2,383,336       (1,602,957           69,971             2,632,485  
                 
2021
  PEO (Glass)     16,760,924       (9,926,350     13,630,189       6,320,299             (593,240     (200,407     25,991,415  
                 
 
Non-PEO
NEOs
    4,988,003       (2,262,170     3,038,528       1,339,007             (150,689     (3,664     6,949,015  
                 
2020
  PEO (Glass)     14,300,822       (9,749,776     8,875,987       (3,477,986           (20,972     (254,476     9,673,599  
                 
 
Non-PEO
NEOs
    3,892,316       (1,989,285     1,810,946       (601,870           (2,546     (12,143     3,097,418  
     
Non-PEO NEO Average Total Compensation Amount     $ 5,883,097 $ 7,040,128 $ 4,988,003 $ 3,892,316
Non-PEO NEO Average Compensation Actually Paid Amount     $ 5,434,156 2,632,485 6,949,015 3,097,418
Adjustment to Non-PEO NEO Compensation Footnote    
 
3
 
Set forth below are adjustments to the total compensation amounts presented in the “Summary Compensation Table,” or “SCT,” for our fiscal years 2020 through 2023 as prescribed by Item 402(v) of Regulation
S-K
to arrive at CAP. There were no equity awards for either PEO or any of the
non-PEO
NEOs that were granted in prior fiscal years that failed to meet the applicable vesting conditions during any fiscal year presented, except for the PSA awards granted in 2020 that failed to vest in 2023, but such awards had no value as of December 31, 2022 so there is no change in fair value to report for these awards for 2023. In addition, there are no service costs or prior service costs attributable to services rendered with respect to the defined pension plan for which amounts are reported in the SCT, as the plan is frozen. Finally, no adjustments were made for dividends paid on equity awards, as dividends on RSUs and PSAs are reinvested and result in an increase in the number of shares underlying the award. Some totals may not reconcile due to rounding.
 
 
                 
Year
 
Executive(s)   
 
SCT Total
($)
   
Subtract
Grant Date
Fair Value
Reported
in SCT for
Equity
Awards
Granted in
Fiscal Year
($)
   
Add Fair
Value at
Fiscal Year
End of
Unvested
Equity
Awards
Granted in
Fiscal Year
($)
   
Add Change
in Fair Value
as of Fiscal
Year End of
Unvested
Equity
Awards
Granted in
Prior Fiscal
Years ($)
   
Add Fair
Value at
Vesting of
Equity
Awards
Granted in
Fiscal Year
that
Vested
During
Fiscal Year
($)
   
Add Change
in Fair
Value of
Equity
Awards
Granted in
Prior Fiscal
Years that
Vested
During
Fiscal Year
($)
   
Subtract
Change
in
Pension
Value
and
Non-
Qualified
Deferred
Comp
Earnings
Reported
in SCT
($)
   
CAP ($)
 
                 
2023
  PEO     13,437,920       (8,045,125     5,861,148       (690,038           69,272             10,633,177  
                 
 
Non-PEO NEOs
    5,883,097       (2,698,808     2,775,956       (353,450           (209,920     (4,702     5,434,156  
                 
2022
  PEO (Cooper)     9,098,310       (6,411,818     1,473,981       (2,068,557           161,010             2,252,925  
                 
  PEO (Glass)     6,454,525       (4,259,814     704,085       (9,721,204     1,323,456       (9,477,274           (14,976,227
                 
 
Non-PEO
NEOs
    7,040,128       (5,257,992     2,383,336       (1,602,957           69,971             2,632,485  
                 
2021
  PEO (Glass)     16,760,924       (9,926,350     13,630,189       6,320,299             (593,240     (200,407     25,991,415  
                 
 
Non-PEO
NEOs
    4,988,003       (2,262,170     3,038,528       1,339,007             (150,689     (3,664     6,949,015  
                 
2020
  PEO (Glass)     14,300,822       (9,749,776     8,875,987       (3,477,986           (20,972     (254,476     9,673,599  
                 
 
Non-PEO
NEOs
    3,892,316       (1,989,285     1,810,946       (601,870           (2,546     (12,143     3,097,418  
     
Compensation Actually Paid vs. Total Shareholder Return    
Relationship between Company TSR and CAP and Comparison of Company TSR and Peer Group TSR
The graph below shows the relationship between our cumulative TSR and CAP for each PEO and the average CAP paid to
non-PEO
NEOs, as well as the comparison of our cumulative TSR and the peer group (i.e., S&P Life & Health Insurance Index) cumulative TSR, over the last four years.
 
LOGO
     
Compensation Actually Paid vs. Net Income    
 
Relationship between Net Income and CAP
The graph below shows the relationship between net income and CAP for each PEO and the average CAP paid to
non-PEO
NEOs over the last four years.
 
LOGO
     
Compensation Actually Paid vs. Company Selected Measure    
 
Relationship between Income from Operations Per Share and CAP
The graph below shows the relationship between Income from Operations per Share (calculated in accordance with the terms of our AIP) and CAP for each PEO and the average CAP paid to
non-PEO
NEOs over the last four years.
 
LOGO
     
Total Shareholder Return Vs Peer Group    
Relationship between Company TSR and CAP and Comparison of Company TSR and Peer Group TSR
The graph below shows the relationship between our cumulative TSR and CAP for each PEO and the average CAP paid to
non-PEO
NEOs, as well as the comparison of our cumulative TSR and the peer group (i.e., S&P Life & Health Insurance Index) cumulative TSR, over the last four years.
 
LOGO
     
Tabular List, Table    
As required by Item 402(v), set forth below is the list of performance measures that the Company believes were the most important performance measures during 2023 in linking CAP, for our PEO and
Non-PEO
NEOs, to the performance of the Company.
 
Most Important Company Performance Measures for 2023
1
  Operating Return on Equity
  Relative TSR
  Income from Operations per Share
1
  For more information about each of these performance measures, see the CD&A.
 
     
Total Shareholder Return Amount     $ 54.37 57.59 123.93 88.88
Peer Group Total Shareholder Return Amount     142.87 136.53 123.73 90.52
Net Income (Loss)     $ (752,000,000) $ 1,358,000,000 $ 3,778,000,000 $ 499,000,000
Company Selected Measure Amount     6.61 8.62 12.1 4.45
Measure:: 1            
Pay vs Performance Disclosure            
Name     Operating Return on Equity      
Measure:: 2            
Pay vs Performance Disclosure            
Name     Relative TSR      
Measure:: 3            
Pay vs Performance Disclosure            
Name     Income from Operations per Share      
Non-GAAP Measure Description     Income from Operations per Share is a financial performance measure used in our AIP. The amounts set forth in this column represent the Income from Operations per Share for 2020, 2021, 2022 and 2023, in each instance as calculated for that year in accordance with the terms of the AIP and as certified by the Compensation Committee. Income from Operations is defined as net income in accordance with U.S. GAAP but excluding the
after-tax
effects of certain items. The terms of the AIP also provide for certain defined exclusions in calculating Income from Operations for purposes of the plan. For the definitions of Income from Operations per Share for the 2020, 2021, 2022 and 2023 AIPs, see Exhibit 1 beginning on page
E-1.
For more information about Income from Operations per Share and its impact on payouts under the 2023 AIP, see the CD&A.
     
Mr. Glass [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount       $ 6,454,525 $ 16,760,924 $ 14,300,822
PEO Actually Paid Compensation Amount       (14,976,227) $ 25,991,415 $ 9,673,599
PEO Name Mr. Glass       Mr. Glass Mr. Glass
Ms. Cooper [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     $ 13,437,920 9,098,310    
PEO Actually Paid Compensation Amount     $ 10,633,177 2,252,925    
PEO Name   Ms. Cooper Ms. Cooper      
PEO | Mr. Glass [Member] | Grant Date Fair Value Reported in SCT for Equity Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       (4,259,814) $ (9,926,350) $ (9,749,776)
PEO | Mr. Glass [Member] | Fair Value at Fiscal Year End of Unvested Equity Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       704,085 13,630,189 8,875,987
PEO | Mr. Glass [Member] | Change in Fair Value as of Fiscal Year end of Unvested Equity Awards Granted in Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       (9,721,204) 6,320,299 (3,477,986)
PEO | Mr. Glass [Member] | Fair Value at Vesting of Equity Awards Granted in Fiscal Year that Vested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       1,323,456    
PEO | Mr. Glass [Member] | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount       (9,477,274) (593,240) (20,972)
PEO | Mr. Glass [Member] | Change in Pension Value and Non Qualified Deferred Comp Earnings Reported in SCT [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount         (200,407) (254,476)
PEO | Ms. Cooper [Member] | Grant Date Fair Value Reported in SCT for Equity Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     $ (8,045,125) (6,411,818)    
PEO | Ms. Cooper [Member] | Fair Value at Fiscal Year End of Unvested Equity Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     5,861,148 1,473,981    
PEO | Ms. Cooper [Member] | Change in Fair Value as of Fiscal Year end of Unvested Equity Awards Granted in Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (690,038) (2,068,557)    
PEO | Ms. Cooper [Member] | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     69,272 161,010    
Non-PEO NEO | Grant Date Fair Value Reported in SCT for Equity Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (2,698,808) (5,257,992) (2,262,170) (1,989,285)
Non-PEO NEO | Fair Value at Fiscal Year End of Unvested Equity Awards Granted in Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     2,775,956 2,383,336 3,038,528 1,810,946
Non-PEO NEO | Change in Fair Value as of Fiscal Year end of Unvested Equity Awards Granted in Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (353,450) (1,602,957) 1,339,007 (601,870)
Non-PEO NEO | Change in Fair Value of Equity Awards Granted in Prior Fiscal Years that Vested During Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (209,920) $ 69,971 (150,689) (2,546)
Non-PEO NEO | Change in Pension Value and Non Qualified Deferred Comp Earnings Reported in SCT [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     $ (4,702)   $ (3,664) $ (12,143)