SEC Form 10-K/A filed by National Western Life Group Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2023

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to ______

Commission File Number: 000-55522

NATIONAL WESTERN LIFE GROUP, INC.

(Exact name of Registrant as specified in its charter)

Securities registered pursuant to Section 12 (b) of the Act:

Securities registered pursuant to Section 12 (g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “accelerated filer.” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflects the correction of an error or previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the common stock (based upon the closing price) held by non-affiliates of the Registrant on June 30, 2023 was $1,063,791,213.

As of February 28, 2024, the number of shares of Registrant’s common stock outstanding was: Class A - 3,436,020 and Class B - 200,000.

DOCUMENTS INCORPORATED BY REFERENCE

EXPLANATORY NOTE

NATIONAL WESTERN LIFE GROUP, INC.

TABLE OF CONTENTS

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information About Our Directors

Class A Directors

Class B Directors

Class A Directors

DAVID S. BOONE

David Boone, a CPA, is Director and Chief Executive Officer of United Allergy Services, LLC, a private equity backed medical services company. From 2015-2018, Mr. Boone served as CEO of Alacura Medical Transportation Management, LLC, and Angel Medflight, a private equity backed air ambulance company. He has also served as the lead independent director and Audit Chair of Track Group, a publicly traded electronic monitoring company from 2011-2018. Mr. Boone served as CEO of American CareSource, a NASDAQ traded health care services firm, from 2006-2011. He has held executive roles with a variety of publicly traded and start-up organizations including Kraft General Foods, Sears, PepsiCo, Safeway, and Belo Corporation. He has also been a consultant with the Boston Consulting Group. Additionally, Mr. Boone also serves on a number of private company boards. His extensive business background and experience managing regulated entities qualify Mr. Boone to serve as a member of the Board.

E.J. “JERE” PEDERSON

E.J. “Jere” Pederson has been Director of The Sealy Smith Foundation (charitable organization) since December 2010; Interim President, Texas A&M Health Science Center and Interim Vice Chancellor for Health Affairs, The Texas A&M University System from October 2012 to October 2013; Management consultant from January 2007 to October 2012; Executive Vice President, The University of Texas Medical Branch, Galveston from 1986-2005; Vice President Business Affairs of The University of Texas at San Antonio from 1984-1986; and Vice President Business Affairs of The University of Texas at Dallas from 1980-1984. In addition, Mr. Pederson served a director of American National Group, Inc. (“American National”), an insurance holding company, from July 2020 until it was sold to Brookfield Asset Management Reinsurance Partners Ltd. (“BAM Re”) in May 2022 and as a director of American National’s predecessor public company, American National Insurance Company (“ANICO”), from 2014 until the May 2022 sale. Mr. Pederson’s combination of independence, financial expertise, and experience qualify him to serve as a member of the Board.

TODD M. WALLACE

Todd Wallace is President of the Central Texas Region of Jones Lang LaSalle (“JLL”), a leading professional services firm that specializes in real estate and investment management. At JLL, Mr. Wallace leads the Austin and San Antonio offices of over 150 professionals and multiple service lines. Prior to joining JLL in 2013, Mr. Wallace led the Austin, San Antonio, and Houston offices of SRS Real Estate Partners, where he was also President of the Leadership Council and a Board Member. Mr. Wallace also serves as CEO of CSW Development, a commercial development firm founded in 2004. He is currently a member of Dell Children’s Foundation Board of Trustees, the Young President’s Organization, a member of The Littlefield Society at The University of Texas at Austin, ACRES (Austin Commercial Real Estate Society), the Real Estate Council of Austin, and the International Council of Shopping Centers. Mr. Wallace is an accomplished business advisor at a publicly-traded, global company and has developed a deep expertise in identifying, evaluating, and mitigating risks locally, regionally, and globally, all of which qualify him to serve as an independent member of the Board.

Class B Directors

DR. THOMAS A. BLACKWELL

Dr. Blackwell has served as Professor of Medicine for The University of Texas Medical Branch in Galveston, Texas since August 1982. Dr. Blackwell is a member of the American Medical Association as well as the Texas Medical Association. His primary management responsibilities include professionalism and quality assurance. Dr. Blackwell was elected to the Board of Directors of The Moody Endowment and Transitional Learning Center at Galveston, charitable organizations, in 2017. In addition, Dr. Blackwell serves on various non-profit entity boards. Dr. Blackwell’s overall experience allows him to provide valuable insight and a fresh and unique perspective to the Company, and afford him the ability to serve as a member of the Board.

STEPHEN E. GLASGOW

Stephen Glasgow is the Managing Partner of Texas GSA Holdings, LP, RAM Investments, and ABIA Retail, LLC, real estate development and investment companies, since 2006, 1990, and 2010, respectively. Mr. Glasgow has developed and built a variety of different projects, including residential subdivisions, single and multi-family projects, commercial office buildings, retail centers, and government properties. Mr. Glasgow also serves on the Board of Managers of Stream Gas & Electric, LP, a retail utility provider serving customers in seven states. He has served on that Board since 2007. Mr. Glasgow was elected to the Board of Directors of The Moody Endowment and Transitional Learning Center at Galveston, charitable organizations, in 2017. Mr. Glasgow’s independence, experience, and financial acumen qualify him to serve as a member of the Board.

E. DOUGLAS MCLEOD

Douglas McLeod, Attorney; Investments; Chairman and Director of Moody Gardens, Inc. (charitable corporation); past Director of Development of The Moody Foundation (charitable and educational foundation) from 1982 to 2013 (retired); Director of American National from July 2020 until its sale to BAM Re in May 2022 and Director or Advisory Director of ANICO from 1984 to July 2020; past Director of American National County Mutual Insurance Company; Vice President and Director of Colonel Museum, Inc. (charitable organization); past Director and past Chairman of Center for Transportation and Commerce (charitable organization); past Director, Executive Board Member, and Chairman of the Audit Committee, South Texas College of Law (law school); past Member of State House of Representatives of the State of Texas (terms ended January 1983). Mr. McLeod’s experience as an attorney and public official, including as a state legislator, as well as experience in real estate development and non-profit administration, allow him to provide a varied set of problem-solving skills and valuable insight to the Company as a member of the Board.

CHARLES D. MILOS

Charles D. Milos (age 78), was Senior Vice President – Mortgage Loans and Real Estate of NWLIC from 1983-2021; Director, officer, and/or manager of various Company subsidiaries; and past President of RCC Management Services, Inc. and Regent Management Services, L.P. (nursing home management). Mr. Milos was Vice President of Seal Fleet, Inc. from 1981-1983 and an Investment Analyst for NWLIC from 1976-1981. Mr. Milos’s considerable experience as a senior officer of NWLIC, along with his understanding of its operations, qualifies him to serve as a member of the Board.

ROSS R. MOODY

Ross Moody, is Chairman of the Board, President, and Chief Executive Officer of NWLGI; Director of NWLIC since 1981, Chief Executive Officer since 2015, (having served as President from 1992-2016); is a Director, Officer, and/or Manager of various Company subsidiaries; and was Director and Chairman of the Board of American National from July 2020 until its sale to BAM Re in May 2022 and Director of ANICO from 2016 until the May 2022 sale; Trustee of The Moody Foundation since 1987 (charitable and educational foundation); Director of The Moody Endowment and Transitional Learning Center at Galveston since 2012 and Director of Moody Medical Research Institute since 2018 (charitable organizations); and Director of Moody National Bank, Moody Bancshares, Inc., and Moody Bank Holding Company, Inc., since 2018. Mr. Moody’s experience as former President and Chief Operating Officer of NWLIC, along with his experience as NWLIC’s Chairman and Chief Executive Officer, provide him with significant insight into our operations and qualify him to serve as a member of the Board.

FRANCES MOODY-DAHLBERG

Frances Moody-Dahlberg is Executive Director of The Moody Foundation (charitable and educational foundation) since 1998 and a Trustee of The Moody Foundation since 2004; Director of American National from July 2020 until its sale to BAM Re in May 2022 and Director of ANICO from 1987 until July 2020; Director of The Moody Endowment and Transitional Learning Center at Galveston since 2012 and Director of Moody Medical Research Institute since 2018 (charitable organizations); Director of Moody National Bank, Moody Bancshares, Inc., and Moody Bank Holding Company, Inc., since 2018; and past Director of Gal-Tex Hotel Corporation (hotel management corporation) from March 2000 to December 2003. Mrs. Moody-Dahlberg’s significant director experience affords her with the qualities necessary to serve as a member of the Board

Information About Our Advisory Directors

The Board of Directors has appointed the following advisory directors, who serve at the pleasure of the Board. Although advisory directors are not entitled to vote on matters considered by the Board or otherwise manage or direct the affairs of the Company, we benefit from their experience and advice. Advisory directors receive the same compensation and benefits as our directors who are not also our officers. The time of service on our Board disclosed below for each of the advisory directors includes service on the NWLGI Board of Directors prior to the Reorganization.

Russell S. Moody (age [62]) was first appointed as an advisory director in 2017, having previously served as a director from 2015 to 2017. Principal Occupation: Investments, League City, Texas, since 2003. Advisory Director of American National Life Insurance Company from 2016 to [2020] and director from 1986 to 2016; Director of National Western Life Insurance Company, Austin, Texas, from 1988 to 2015; Director of The Moody Endowment and Transitional Learning Center at Galveston (charitable organizations) since July 2009; Director of Gal-Tex Hotel Corporation (hotel management company) from March 2000 to December 2003.

Mr. Moody has served as a member of our Board for over thirty years. Along with his sister, Frances A. Moody-Dahlberg, Mr. Moody helps to represent the concerns of our significant non-profit stockholders.

Information About Our Executive Officers

The following persons are our executive officers as of April 25, 2024. Except as set forth below, there are no family relationships among any of our executive officers or directors.

The biography for Ross R. Moody, our Chairman of the Board, President and Chief Executive Officer, is listed above under the heading “Information About our Directors.”

All executive officers are employed by NWLIC. There are no arrangements or understandings pursuant to which any officer was elected. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation, or removal from office.

REY PEREZ

Mr. Perez has been NWLIC’s President and Chief Operating Officer since January 2020 and an NWLIC director since October 2015. Mr. Perez served as NWLIC’s Executive Vice President – Chief Legal Officer from January 2019 to December 2019. Mr. Perez also serves as Senior Vice President of the Company (beginning in 2015) and was Chief Legal Officer and Secretary of the Company until December 2019. Mr. Perez serves as Chairman of the Board, Director, Officer, and/or Manager of various Company subsidiaries. Mr. Perez was NWLIC’s Senior Vice President – Chief Legal Officer and Secretary from February 2015 to January 2019, Vice President – Corporate Counsel of NWLIC from December 2011 to February 2015, Assistant Vice President – Corporate Counsel from April 2006 to December 2011, and Corporate Counsel from May 2001 to April 2006.

BRIAN M. PRIBYL

Mr. Pribyl has been NWLIC’s Executive Vice President – Chief Financial Officer and Treasurer since June 2021, and he serves as Senior Vice President - Chief Financial Officer and Treasurer with the Company (beginning in 2015). Mr. Pribyl served as NWLIC’s Senior Vice President - Chief Financial Officer and Treasurer from April 2001 to June 2021. Mr. Pribyl has been an NWLIC director since October 2015, and he serves as Director, Officer, and/or Manager of various Company subsidiaries. Mr. Pribyl was an Executive Vice President – Chief Financial Officer, Treasurer and Secretary for Interstate Assurance Company from July 1990 to April 2001, and an Audit Manager for Price Waterhouse from 1983 to 1990.

CHAD J. TOPE

Mr. Tope has been NWLIC’s Executive Vice President – Chief Marketing Officer since June 2019. He was appointed to the Board of Ozark National Life Insurance Company (“Ozark National”), an NWLIC subsidiary, in August 2019. Prior to joining NWLIC, Mr. Tope served as Owner of Tope Consulting Group from August 2018 to June 2019, and President for Voya Financial from April 1995 to August 2018.

NATALIE U. ANDERSON

Ms. Anderson has been NWLIC’s Senior Vice President – Chief Investment Officer since April 2020, and served as NWLIC’s Vice President - Head of Investments from November 2019 to March 2020. Ms. Anderson has been a member of the Investment Committee since November 2019. Ms. Anderson served as Vice President – Investments from October 2016 to November 2019 and Assistant Vice President - Investments from October 2013 to October 2016. Ms. Anderson has worked in the NWLIC Investments Department since July 1997.

GINA BYRNE MILLER

Ms. Miller has been NWLIC’s Senior Vice President – Chief Legal Officer and Secretary since January 2020, and served as Vice President – Corporate Counsel and Secretary since March 2019. She also serves as Senior Vice President – Chief Legal Officer and Secretary of the Company (beginning in 2019). Ms. Miller serves as Director, Officer, and/or Manager of various Company subsidiaries. Ms. Miller was Vice President – Corporate Counsel of NWLIC from October 2015 to March 2019, Assistant Vice President – Corporate Counsel from October 2013 to October 2015, and Corporate Counsel from February 2005 to October 2013.

GREGORY J. OWEN

Mr. Owen has been NWLIC’s Senior Vice President – Chief Information Officer since March 2018. Prior to joining NWLIC, Mr. Owen served as: Vice President – Chief Information Officer for Western Reserve Group from October 2007 to March 2018; Corporate Vice President – Chief Information Officer for New York Life from August 2005 to September 2007; 2^nd Vice President for Assurant Employee Benefits from July 2002 to August 2005; and Client Service Executive for Employer’s Reinsurance Corporation from July 1994 to July 2002.

JOSEPH J. HATHAWAY

Mr. Hathaway has been NWLIC’s Senior Vice President - Chief Actuary and Chief Risk Officer since June 2023. After joining the Company in 2008, Mr. Hathaway held a number of roles of increasing responsibility in the valuation and financial reporting areas of the Actuarial department. He served as Director – Valuation Actuary from January 2015 to January 2017, Assistant Vice President – Valuation Actuary from January 2017 to January 2019, Vice President – Appointed Actuary from January 2019 to October 2022, and Vice President - Chief Actuary and Chief Risk Officer from October 2022 to June 2023. Mr. Hathaway is a Fellow of the Society of Actuaries and a Member of the American Academy of Actuaries.

Corporate Governance

Board Leadership / Affirmative Determinations Regarding Director Independence

The Company is a “Controlled Company” as defined in NASDAQ Listing Rule 5615(c)(1) and is exempt from the requirement to have a majority of the members of its Board of Directors as independent directors.  The Company qualifies as a Controlled Company because Moody National Bank, as Trustee of the Robert L. Moody, Sr. Revocable Trust (the “Moody Revocable Trust”), holds the voting power to elect two-thirds of the members of our Board of Directors, as currently constituted, and therefore is deemed to hold more than 50% of the voting power for the election of directors.

The Board of Directors does not currently separate the role of Chairman of the Board from the role of Chief Executive Officer (both of which are held by Mr. Ross R. Moody) because it believes that this structure currently provides the most efficient and effective leadership model for the Company.  The Company does have a separate lead independent director, David S. Boone, who was elected to the position by the Company's independent directors.  The Board of Directors has affirmatively determined that each of Messrs. Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, E. Douglas McLeod, E. J. Pederson, and Todd M. Wallace are “independent directors” as such term is defined in NASDAQ Listing Rule 5605(a)(2).  The independent directors met in executive session on one occasion during 2023.

As described under “Committees of the Board of Directors” below, the Compensation Committee, the Audit Committee, and the Nominating Committee will be comprised solely of “independent director” nominees elected at the Annual Meeting. The Board of Directors has affirmatively determined that each such member of these committees satisfies the independence requirements applicable to audit and compensation committees as prescribed by the NASDAQ Listing Rules and the rules and regulations of the SEC.  

Risk Management

Similar to other companies, NWLGI is exposed to a wide spectrum of financial, operational, and other risks.  Effective enterprise risk management (“ERM”) is a key discipline for identifying, monitoring, measuring, communicating, and managing risks within limits and risk tolerances.  The Company's Board of Directors and senior management are knowledgeable of and accountable for key risks.  The full Board of Directors of the Company (as well as the Board of Directors of NWLIC) meets at least every other month and regularly hears reports from the President and Chief Executive Officer, the Chief Financial Officer, the President and Chief Operating Officer (NWLIC), the Chief Actuary and Chief Risk Officer (NWLIC), the Chief Investment Officer (NWLIC), and the Chief Legal Officer. In addition, the Board of Directors of the Company has several committees, including the Audit Committee and the Compensation Committee, and the Board of Directors of NWLIC has an Investment Committee and an Executive Committee, that regularly convene to address various aspects of risk. Day-to-day responsibility for the overall ERM governance framework resides with the Company's designated Chief Risk Officer, who directs the Company's Risk Management Committee, which also reports to the Audit Committee.

The Company maintains several management groups and committees that meet regularly to monitor, discuss, and manage a variety of issues and risks associated with the business.  These groups and committees include numerous areas such as regulatory compliance, financial reporting process and controls, fraud unit investigations, product spread management, cybersecurity, and business strategy.  Key members of senior management are involved with these groups and committees providing direction and oversight and serve as a reporting liaison with the Company’s Board of Directors and sub-committees.

Committees of the Board of Directors

Board Committees

NWLGI’s Board has a standing Audit Committee, Compensation Committee, Nominating Committee and Executive Committee. The Board has determined that all of the members of the Audit Committee, the Compensation Committee and the Nominating Committee are independent in accordance with the NASDAQ listing standards and applicable independence requirements under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board may also establish special committees from time to time.

The Board of Directors has adopted written charters for the Audit Committee, the Board Compensation Committee and the Nominating Committee. Each of these committees reviews the adequacy of its charter annually. These charters are posted on the Company’s website at the following address: www.nwlgi.com.

Audit Committee

The Audit Committee of the Board of Directors consists of four directors, all of whom are independent as required by the NASDAQ Listing Rules and federal securities laws. The committee is primarily responsible for oversight of the Company’s financial statements and controls; assessing and ensuring the independence, qualifications, and performance of the independent auditors; appointing and retaining the independent auditors; approving the independent auditor’s services and fees; reviewing and approving all related party transactions; reviewing potential conflict of interest situations where appropriate; overseeing and directing internal audit activities; reviewing the Company’s financial risk assessment process and ethical, legal, and regulatory compliance programs; overseeing the Company’s risk management function, including ERM; and reviewing and approving the annual audited financial statements for the Company before issuance. Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, and E. J. Pederson are members of the Audit Committee. E. J. Pederson serves as Chairman of the Audit Committee. The Audit Committee Charter is available in the Financial Information section on the Company’s website at www.nwlgi.com. During 2023, the Audit Committee held 11 meetings.

The Board of Directors has determined that Mr. Boone is an “Audit Committee Financial Expert” as defined by the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as noted above Mr. Boone is an independent director. Additionally, Dr. Blackwell, Mr. Glasgow, and Mr. Pederson are financially literate and are able to read and understand financial statements, including a company’s balance sheet, income statement, and cash flow statement.

Compensation Committee

The Compensation Committee of the Board of Directors consists of four directors, all of whom are independent as required by the NASDAQ Listing Rules and federal securities laws. The committee has oversight responsibility for the compensation programs for the Company’s Named Executive Officers as well as all other officers. Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, and E. J. Pederson serve as members of the Compensation Committee and Dr. Blackwell serves as its Chairman. The Compensation Committee’s report on executive compensation is included under the heading “Compensation Committee Report,” below. The Compensation Committee held five meetings during 2023, and its charter is available in the Financial Information section on the Company’s website at www.nwlgi.com.

Nominating Committee

NWLGI is a “Controlled Company” as defined in NASDAQ Listing Rule 5615(c)(1) and is exempt from the requirement that its independent directors oversee the director nomination process. Notwithstanding such exemption, NWGLI’s Board of Directors, as a matter of good corporate governance, established an independent Nominating Committee at its regular meeting held on April 24, 2020. The Nominating Committee held one meeting in 2023.

The Nominating Committee is primarily responsible for identifying individuals qualified to become Board members and annually recommending to the Board the director nominees proposed for election at the annual meeting.

David S. Boone, Stephen E. Glasgow, and E.J. Pederson are the members of the Nominating Committee, and all such members are independent under the NASDAQ Listing Rules. David S. Boone serves as Chairman of the Nominating Committee. The Nominating Committee Charter is available in the Financial Information section on the Company’s website at www.nwlgi.com. The Nominating Committee’s process for identifying and evaluating director candidates is discussed below in the “Director Nominations and Qualifications” discussion.

There are no arrangements or understandings pursuant to which any officer was elected. All officers are elected annually by the Board of Directors and serve until their successors are elected and qualified, unless otherwise specified by the Board.

Code Of Business Conduct And Ethics

The Company has adopted a Code of Ethics and Conduct for all directors, officers, and employees. This Code is intended to comply with the requirement of the federal securities laws and the requirements of NASDAQ. The Code of Ethics and Conduct has been posted to the Company’s website at www.nwlgi.com in the Financial Information section. We may satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or a waiver from, a provision of our Code of Ethics and Conduct that applies to our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions, by posting such information on our website where it is accessible through the same link noted above.

Communications With The Board Of Directors

Stockholders may communicate with the Board of Directors or with specified individual directors by sending a letter to our Corporate Secretary, Gina Byrne Miller, at the following address: National Western Life Group, Inc., 10801 N. Mopac Expy Bldg. 3, Austin, TX 78759.

Any such communication must contain (i) a representation that the stockholder is a holder of record of stock of the Company, (ii) the name and address, as they appear on the Company’s books, of the stockholder sending such communication, and (iii) the class and number of shares of the Company that are beneficially owned by such stockholder. The Corporate Secretary will forward such communications to the Board of Directors or the specified individual director to whom the communication is directed unless such communication is deemed unduly hostile, threatening, illegal, or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or to take appropriate legal action regarding such communication.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Purpose

This Compensation Discussion and Analysis (CD&A) is intended to explain how the Company’s compensation program is designed and how it operates with respect to our Named Executive Officers, or NEOs, (CEO, CFO, and the Company’s three other most highly paid executives in 2023). It first describes our executive compensation philosophy and how we design our compensation program, with a discussion focusing on the main elements. We then detail and analyze the resultant compensation of our Named Executive Officers. The NEOs are employed by, and their compensation is paid by, NWLIC. The NEOs for 2023 are as follows:

Ross R. Moody, NWLGI President and Chief Executive Officer; NWLIC Chief Executive Officer

Rey Perez, NWLGI Senior Vice President; NWLIC President and Chief Operating Officer

Brian M. Pribyl, NWLGI Senior Vice President – Chief Financial Officer and Treasurer; NWLIC Executive Vice President – Chief Financial Officer and Treasurer

Chad J. Tope, NWLIC Executive Vice President – Chief Marketing Officer

Gregory J. Owen, NWLIC Senior Vice President – Chief Information Officer

The Compensation Committee is appointed by and serves at the discretion of the NWLGI Board of Directors. The Compensation Committee consists of four members who meet the independence requirements of federal securities laws and the listing standards of NASDAQ. The purpose of the Compensation Committee is to discharge the Board of Directors’ responsibilities for reviewing and establishing the compensation not just for the NEOs but for all of the Company’s officers. These compensation elements include base salary, annual incentive bonuses, discretionary bonuses and awards, long term incentive compensation in the form of stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and performance share units (“PSUs”), and any other officer compensation arrangements. The Compensation Committee annually reviews and evaluates the executive compensation program to ensure that the program is aligned with the Company’s compensation philosophy and performance.

To assist the Compensation Committee with its responsibilities, it is supported by NWLIC’s Human Resources, Legal, and Financial departments. The Compensation Committee may retain, and has retained from time-to-time, independent compensation consultants who report directly to the members of the Compensation Committee. Regular meetings of the Compensation Committee are scheduled during the year with additional meetings on an as-necessary interim basis and include sessions without members of management present. The Compensation Committee reports to the NWLGI Board of Directors on its actions and recommendations.

The Compensation Committee also considers the advice of Mr. Moody and Mr. Perez concerning executive officers and key employees other than themselves. Specifically, Mr. Moody and Mr. Perez annually review the performance of key employees and each executive officer other than themselves. The conclusions reached and recommendations based on these reviews, including with respect to salary adjustments and annual award amounts, are presented to the Compensation Committee. The Board of Directors and the Compensation Committee exercise their discretion in setting compensation or in modifying any recommended adjustments or awards to executives.

Compensation Philosophy and Objectives

The Company’s overall philosophy in setting compensation policies is to align pay with performance while at the same time providing competitive compensation that allows the Company to retain and attract talented individuals. Within this overall philosophy, the Compensation Committee has adopted several key principles to help guide compensation decisions for executive officers:

Based upon our review of the executive compensation arrangements as detailed in the following sections, the Compensation Committee believes that the compensation program does not encourage executives to take unreasonable risks that may harm stockholder value. This is achieved by striking an appropriate balance between short-term and long-term incentives, using a diversity of metrics to assess performance under our incentive programs, placing caps on our incentive award payout opportunities, limiting the potential for timing incentive awards by setting values based upon a 20-day moving average of closing market prices leading up to the award instead of market prices based on a single date.

Elements of Executive Compensation

Officer compensation arrangements, including those for executive officers, are reviewed and approved annually by the Compensation Committee. The Compensation Committee focuses primarily on the following components in forming the total compensation package for each Company executive officer:

The mix of executive compensation elements is based upon a philosophy of correlating a portion of executive compensation with the Company’s financial results and stock performance, thus putting a segment of executive officer annual and long-term compensation at-risk. This structure provides upside potential and downside risk for senior executive positions in recognition that these roles have greater influence on the Company’s performance. The Compensation Committee believes that these factors, together with a balance of cash and equity awards, and short-term and long-term incentives, help ensure that our compensation program does not create risks that are reasonably likely to have a material adverse effect on the Company.

Compensation Consultant; Peer Group

To ensure that compensation levels are reasonably competitive with market rates, the Compensation Committee engages independent compensation consultants from time-to-time to conduct a survey of executive compensation in a defined group of companies comparable to NWLIC. The surveyed companies are selected by the Compensation Committee based on similar products and product lines, comparable financial size in terms of assets and revenues, and other known competitive factors. Elements of this process were reviewed by Willis Towers Watson in 2018, 2020, and 2022 and are scheduled to be reviewed periodically in the future.

For the surveys, Willis Towers Watson evaluated the Company’s long term incentive compensation program for officers relative to other comparable companies, including American Equity Life, American National, Brighthouse Financial, Citizens Insurance Company, CNO Financial, Fidelity National Financial (formerly F&G), Globe Life (formerly known as Torchmark), Jackson Financial, and Lincoln National. Willis Towers Watson also includes comparative data from their database for companies that are larger in size than this specific comparison group. The primary focus of the surveys was on base pay, total cash compensation, total compensation, incentive compensation plan designs, and overall market competitiveness. The Compensation Committee’s practice has been to generally target base salaries between the 25^th and 50^th percentile range, excluding incentive compensation, of the identified peer group. The findings and recommendations from these surveys were incorporated into NWLIC’s various incentive compensation programs for officers and into the long-term incentive grants awarded in the 2018 through 2022 compensation cycles.

In addition to market information, the Compensation Committee also subjectively reviews and evaluates the level of performance of the Company and of each officer. In approving salary and incentive compensation for individuals other than the NWLGI President and Chief Executive Officer and NWLIC’s President and Chief Operating Officer, the Compensation Committee considers recommendations from Mr. Ross R. Moody and Mr. Rey Perez concerning the other Company officers weighing such factors as individual performance, the scope and complexity of their current responsibilities, length of time in their current positions, value of the executive’s position to the market, and difficulty of replacement of the officer. This evaluation focuses most heavily on the base salary levels for each officer.

Base Salary

Annual salary increases are not automatic or guaranteed. The base salaries in effect during 2023 and 2024 for the Named Executive Officers are set forth in the table below. Each of the Named Executive Officers received a salary increase to its current level in the respective amounts shown below. In determining salary increases, the Compensation Committee considered the peer group data and input from Willis Towers Watson, as well as individual and Company performance.

Annual Incentive Compensation

For executive officer positions, the Compensation Committee has determined that annual incentive bonuses are an integral part of the executive’s compensation package as the cash bonuses create a direct link between executive compensation and individual and business performance. The 2023 bonus programs in which our Named Executive Officers participated were the Officer Bonus Program and the Chief Marketing Officer Bonus Program.

Officer Bonus Program. All of our NEOs participated in the Officer Bonus Program (“Officer Bonus”) during 2023 except Mr. Tope, who participated in the Chief Marketing Officer Bonus Program discussed below. In order to tie the compensation under the program with the Company’s financial performance, the Officer Bonus includes metrics associated with NWLIC’s annual sales performance and expense management, and the Company’s profitability. In accordance with the program, the Compensation Committee set performance targets for each metric at different levels equating to various target bonus level percentages as follows:

The actual bonus percentages achieved for each financial performance metric can be greater than or less than the performance target bonus percentages shown above and are determined by applying a sliding scale of actual performance relative to the target performance level for each metric. The sum of the achieved bonus percentages for each metric, subject to a maximum aggregate percentage of 150% for the Chairman and CEO, 130% for the President and COO, 65% for Executive Vice Presidents, and 45% for Senior Vice Presidents, is applied to the base salary approved by the Compensation Committee for each participant to determine the earned bonus amount. One-half of the bonus amount for each participant is considered “at risk” and subject to downward revision for failure to successfully complete pre-established individual objectives as determined by the NWLIC President and recommended to the Compensation Committee. The profitability metric is based upon the Company’s audited financial statements for the year. Bonus awards are generally paid in the year following the annual financial performance concurrent with the completion of the Company’s audit of the year-end financial statements and approval of the award amounts by the Compensation Committee. Accordingly, the bonus payments made in 2023 were based upon the results achieved for 2022 financial performance metrics established by the Compensation Committee and the Officer Bonus payments earned based on 2023 financial performance were paid in March 2024.

The bonus percentages achieved under the programs in 2022 as a percentage of the participant’s base salary were 73.6% for the Chairman and CEO, 64.9% for the President and COO, 35.0% for Executive Vice Presidents, and 24.9% for Senior Vice Presidents. The 2023 bonus percentage achieved was comprised of the Sales, Expense Management, and Profitability financial metrics as shown in the following tables.

Chairman and CEO

President and COO

Executive Vice President

Senior Vice President

Chief Marketing Officer Bonus Program. The participant in the Chief Marketing Officer Bonus Program (“CMO Bonus”) during 2023 was the NWLIC Executive Vice President and Chief Marketing Officer (Mr. Chad J. Tope). In order to tie the compensation under the program with the Company’s financial performance, the CMO Bonus includes metrics associated with NWLIC’s annual sales performance, product persistency, expense management, and the Company’s profitability. In accordance with the program, the Compensation Committee set performance targets for each metric at different levels equating to various bonus level percentages as follows:

Although each of the financial performance metrics in the above chart has no limit individually, the sum is subject to a maximum aggregate of 200% which is applied to the CMO annual base salary, as approved by the Compensation Committee, to determine the bonus amount earned.

The bonus percentage under the CMO Program in 2022 as a percentage of the participant’s base salary was 18.9%. The 2023 bonus percentage achieved was comprised of Life Sales, Annuity Sales, and Profitability financial metrics as shown in the following table.

For additional information regarding awards made in 2023 to our Named Executive Officers, see the Summary Compensation Table on page 17.

Discretionary Bonus Awards

The Compensation Committee considers from time-to-time circumstances which merit the need for a discretionary bonus. Although many of these situations may be deemed within the normal responsibilities of officers, the Compensation Committee on occasion may provide one-time bonuses to identified officers where the demands of the situation warrant such award. In 2023, no discretionary bonuses were awarded to the Named Executive Officers.

Long-Term Incentive Compensation

The Company currently has one equity compensation plan, which was originally approved by NWLIC’s stockholders in 2008. That equity plan was assumed by NWLGI from NWLIC in 2015 pursuant to the terms of the holding company reorganization. Thereafter, the plan was amended, restated and approved by stockholders of NWLGI in June 2016, extending its term for ten years from the date of stockholder approval. In December 2022, this plan was amended and restated by the Board of Directors to make certain technical and administrative changes. This amended and restated incentive plan, as amended, is referred to in this annual report as the “Amended Incentive Plan.” As of December 31, 2023, there were a total of 291,000 shares of Class A Stock that were authorized for issuance upon the settlement or exercise, as applicable, of awards granted pursuant to the plan. Although the Company historically granted stock options, in addition to SARs, RSUs and PSUs, as of December 31, 2023, there were no outstanding stock options. Furthermore, under the terms of all outstanding SARs, RSUs and PSUs, all such awards may be settled only in cash. Accordingly, no shares of Class A Stock are issuable under the terms of such awards.

Under the Amended Incentive Plan, the Compensation Committee has provided Company officers with long-term incentive awards through grants of SARs directly aligning the interest of the officers with stockholder interests. All SARs granted December 2019 and thereafter vest ratably over a three-year period, with the first vesting date occurring on the first anniversary of the date of the grant, in order to promote a long-term perspective and to encourage key employees to remain at the Company. All SARs were granted based on a 20-day average of the Class A Stock closing price up to and including the grant date. The Compensation Committee believes that SARs are inherently performance-based and a form of at-risk compensation since the recipient does not benefit unless the market price of Class A Stock subsequently rises.

The Amended Incentive Plan also includes provisions regarding the definition of performance objectives which could be used in the issuance of performance awards. The Incentive Plan allows for certain other share or unit awards which are solely paid out in cash based on the value of the Company’s shares, or changes therein, as well as the financial performance of the Company under target performance metrics predetermined by the Compensation Committee. Certain awards, such as RSUs, provide solely for cash settlement based upon the market price (as defined) of the Class A Stock, often referred to as “phantom stock-based awards.” Unlike share-settled awards, which have a fixed grant-date fair value, the fair value of unsettled or unvested liability awards is remeasured at the end of each reporting period based on the change in the fair value of a share. The liability and corresponding expense are adjusted accordingly until the award is settled. Other awards may involve PSUs. PSU awards specify a target number of PSUs for each recipient and have a three-year cliff vesting schedule, subject to certain limited exceptions permitting earlier vesting. The number of PSUs that vests varies based upon the three-year compound annual growth rate (“CAGR”) in our GAAP book value, with a range of three-year book value CAGRs, and corresponding percentages of target PSUs that may vest, being predetermined by the Compensation Committee and set forth in each recipient’s PSU award agreement. Upon vesting, earned PSUs are settled in cash based on the average per share closing price of Class A Stock on the twenty trading days up to and including the vesting date.

The Compensation Committee is responsible for determining the recipients of the grants, when the grants should be made, and the number of shares, rights, or units to be granted. The size of the awards generally reflect each officer’s position relative to other officers in the Company with consideration to total compensation targets obtained from the peer group information previously discussed. In addition, as is the case with base salaries, the Compensation Committee considers the grant recommendations of Mr. Moody and Mr. Perez for other officers who directly or indirectly report to them.

On October 8, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with S. USA Life Insurance Company, Inc. (“S.USA”) and its wholly owned subsidiary, PHG Merger Inc. (“Merger Sub”). When the transactions contemplated by the Merger Agreement are completed, Merger Sub will merge into the Company (the “Merger”). The Company will serve the Merger as a wholly owned subsidiary of S.USA. The Merger Agreement contains a number of restrictions on the Company’s operations between the signing of the Merger Agreement and the closing of the transaction. Among those limitations were restrictions on the Company’s ability to grant equity-linked awards like SARs, PSUs, and RSUs. As a result, the Company did not grant any SARs, PSUs, or RSUs to our Named Executive Officers or any other employees during the regular grant period in December 2023. The only exception to this statement is that Ross R. Moody, who also serves a director, received the same grant of 217 RSUs in June 2023 that all of our directors received. Those RSUs had a grant date value of $83,384, which was based on the $384.26 closing price of the Company’s common stock on the date of grant.

Retirement and Other Benefits

NWLIC’s executive officers are eligible to participate in the health and welfare, 401(k), and defined benefit retirement benefit plans that are offered to other company employees (NWLIC’s qualified defined benefit pension plan was frozen as of December 31, 2007). In addition, if eligible, executive officers may participate in the following plans:

Group Excess Benefit Plan

Company officers at the senior vice president level and above, including Named Executive Officers, are eligible to participate in a group excess benefit plan which supplements NWLIC’s core medical insurance plan. Administered by ANICO, the group excess benefit plan provides coverage for co-pays, deductibles, and other out-of-pocket expenses not covered by the core medical insurance plan. Offering such a plan to the selected company officer levels is viewed as a key component of the overall compensation strategy for attracting and retaining talented executive officers. The benefits provided to each Named Executive Officer are reported in the “All Other Compensation Column” of the Summary Compensation Table.

Non-Qualified Deferred Compensation Plan

This plan allows NWLIC senior officers, including Named Executive Officers, to defer payment of a percentage of their compensation and to provide for up to a 2% matching and 2% profit sharing contribution on plan compensation that exceeds certain qualified plan limits, and an additional NWLIC discretionary matching contribution of up to 2% of plan compensation. Company contributions are subject to a vesting schedule based upon each officer’s years of service. Benefit information associated with this plan is disclosed in the Non-Qualified Deferred Compensation table below, and NWLIC contributions are included in the “All Other Compensation” column in the Summary Compensation Table.

Non-Qualified Defined Benefit Plan for the President of NWLIC

Similar to the immediately preceding plan, this plan specifically covers NWLIC’s former President, Mr. Ross R. Moody, and is intended to provide retirement benefits that comply with the American Jobs Creation Act of 2004. Mr. Moody’s benefits associated with this plan are disclosed in the Pension Benefits table in the Pension Benefits section.

Special Considerations for Pension-Related Amounts Reported in the Summary Compensation Table

It is important to note that amounts reported in the “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table below are not the result of any decision to increase or decrease pay. For each of the NEOs, the amount reported in such column includes the year-over-year change in accrued pension benefits under our frozen defined benefit pension plans. Such change is influenced by variables outside of the Company’s control, including interest rates, mortality factors, and the age of each individual.

Postretirement Benefits

The Company’s basic health plan and group excess benefit plan have a provision for individuals serving in the positions of Chairman of the Board or President for seven years or more subsequent to 1980 to continue to receive lifetime health benefits for themselves and their dependents upon retirement. Mr. Ross R. Moody currently meets this eligibility criteria.

Perquisites and Other Personal Benefits

The Compensation Committee periodically reviews executive officer perquisites and other benefits based upon information supplied to it by NWLIC’s Human Resources, Legal, and Financial departments. In addition to base salaries and annual and long-term bonus incentives, the Company provides its executive officers with certain and varying perquisites and benefits.

The perquisites and personal benefits provided to each Named Executive Officer are reported in the “All Other Compensation Column” of the Summary Compensation Table below and are described in further detail in the footnotes to that table.

Stock Ownership Guidelines

The Company does not require that its executive officers or directors be stockholders. The Compensation Committee is satisfied that the long-term incentive compensation offered to directors and officers in the form of SARs, RSUs, and PSUs adequately aligns this group’s interest with those of the Company’s stockholders.

Anti-Hedging Policy

Our Insider Trading Policy prohibits our officers, employees, and directors from engaging in hedging or monetization transactions with respect to our stock that are designed to or have the effect of hedging or offsetting any decreases in the market value of such stock, such as zero-cost collars and forward sale contracts. Such transactions are prohibited because when our officers, employees, and directors own our stock without the full risks of ownership, they may no longer have the same objectives as our other stockholders.

Employment Agreements

The Company does not generally utilize employment agreements with its executive officers or other employees. The Company’s practice has been to issue offer letters to executive officer candidates when recruited to their positions. In addition to outlining the executive officer’s responsibilities, each offer letter specifies the beginning base salary and eligibility for any additional compensation programs overseen by the Compensation Committee. Except for the change in control agreements with our Named Executive Officers described below, as of December 31, 2023, the Company does not have any contractual obligations to its Named Executive Officers for severance payments in connection with any termination or change-in-control.

In December 2021, we entered into a Change in Control & Severance Agreement with Ross R. Moody, with a two-year term. The term of this agreement was renewed for an additional two years with the term now scheduled to expire on December 16, 2025. However, following any change in control, the term of the agreement ends on the third anniversary of such change in control. The agreement also terminates upon Mr. Moody’s earlier death or incapacity. Pursuant to this agreement, Mr. Moody is eligible to receive certain severance benefits, including enhanced severance benefits, if there is a qualifying termination of employment within three years following a change in control.

Also in 2019, we entered into Change in Control Agreements with our Named Executive Officers other than Mr. Moody. The term of each of such agreements ends on the second anniversary of a “change in control,” as defined in the agreements, unless the agreement is earlier terminated pursuant to its terms. Under these agreements, the Named Executive Officers other than Mr. Moody are eligible to receive certain severance benefits if there is a qualifying termination of employment within two years following a change in control. Such agreements do not provide for any payments or benefits in connection with a termination of employment in the absence of a change in control.

See below under “Potential Payments Upon Termination or Change in Control” for a description of the severance benefits each of the Named Executive Officers would have been eligible to receive as of December 31, 2023 had his or her employment terminated at such time.

Financial Restatements

The Compensation Committee has not formally adopted a policy with respect to whether retroactive adjustments to any form of compensation paid under arrangements for executive officers will be made where the prior payment was related to financial results of the Company that are subsequently restated. However, beginning in 2021, the Compensation Committee authorized the addition of a clawback provision to the Company’s SAR award agreements for such year and that provision continued to apply in SAR award agreements for 2022. Such clawback provision provides that in the event of a restatement of the Company’s previously issued financial statements, the Compensation Committee will review the circumstances regarding the restatement and all performance-based compensation awarded to the holder that is attributable to performance during the time periods restated. If the Compensation Committee determines that (1) the restatement is required due to the failure of the Company’s management to act reasonably and (2) the holder received more compensation than he or she would have received absent the restated financial statements, then the Compensation Committee will take action to recoup any such excess compensation. We will also implement the incentive compensation “clawback” provisions required by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 as the method of their implementation becomes finalized under applicable SEC rules.

Tax and Accounting Treatment of Compensation

Section 162(m) of the Internal Revenue Code precludes us, as a public company, from taking a tax deduction for individual compensation to certain of our executive officers in excess of $1 million, subject to certain exemptions. Prior to 2018, Section 162(m) excluded performance-based compensation from the $1 million limit. However, the Tax Cuts and Jobs Act, enacted in December 2017, amended Section 162(m) and eliminated this exclusion, subject to certain exemptions. The Compensation Committee believes tax deductibility of compensation is an important consideration and continues to consider the implications of legislative changes to section 162(m).

However, the Compensation Committee also believes that it is important to retain flexibility in designing compensation programs. As a result, the Compensation Committee has not adopted a policy that any particular amount of compensation must be deductible to the Company under section 162(m). In addition, effective as of December 2022, the Board of Directors amended the Amended Incentive Plan to remove various provisions from the plan that had addressed the performance-based compensation exclusion requirements that are no longer part of Section 162(m).

The Company accounts for long-term incentive compensation in the form of stock options (if any), SARs, RSUs, and PSUs to executive officers under generally accepted accounting principles (“GAAP”) guidance which requires the Company to estimate and expense each award of equity compensation over the service period of the award. Other accounting guidance requires that cash compensation be recorded as an expense at the time the obligation is accrued.

Equity Compensation Plan Information at December 31, 2023

As of December 31, 2023, a total of 291,000 shares of Class A Stock were authorized for issuance upon the settlement or exercise, as applicable, of awards granted pursuant to the Amended Incentive Plan. However, as of December 31, 2023, there were no outstanding stock options. Furthermore, under the terms of all outstanding SARs, RSUs and PSUs, all such awards may be settled only in cash. Accordingly, no shares of Class A Stock are issuable under the terms of such awards.

Under the terms of the Amended Incentive Plan approved by the Company’s stockholders in June 2016, the 291,000 share limitation is a limit on the number of shares of Class A Stock that may be issued under the Amended Incentive Plan, but not necessarily a limit on the shares that can be subject to outstanding awards at any given time. For example, the Amended Incentive Plan provides that awards that may be settled or exercised solely for cash (as with all currently outstanding SARs, RSUs, and PSUs) will not reduce the number of shares of Class A Stock that may be issued under the Amended Incentive Plan.

Compensation Committee Report

The Compensation Committee has reviewed each element of executive officer compensation and believes that the compensation philosophy and practices are designed to serve the best interests of the Company and its stockholders. The Compensation Committee also believes that the compensation of the Company’s executive officers is both appropriate and consistent with the objectives set by this committee.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above with the Company’s management. Based on its reviews and discussions, the Compensation Committee approved and recommended to the Company’s Board of Directors that the Compensation Discussion and Analysis be included in this Amended Filing.

Submitted by the Compensation Committee of the Board of Directors

Dr. Thomas A. Blackwell, Chairman

David S. Boone

Stephen E. Glasgow

E. J. Pederson

This Compensation Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this annual report into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, except to the extent that NWLGI specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.

Summary Compensation Table

The following table sets forth all of the compensation awarded to, earned by, or paid to the Company’s Named Executive Officers for the years ended December 31, 2023, 2022, and 2021.

Note: Columns with no data have been omitted.

All Other Compensation

Grants of Plan-Based Awards

The following table provides information regarding grants under NWLIC’s 2023 Officer Bonus Program for the Named Executive Officers.

Note: The expense management component has a minimum threshold that equates to a 0% bonus (i.e., there is no bonus unless the minimum target is exceeded). Therefore, the minimum threshold bonus payment, if there is any payment, is $1.

The following table provides information regarding all RSU grants awarded during the year ended December 31, 2023 under the Company’s Incentive Plan for the Named Executive Officers. No PSU or SAR grants were awarded under the Company’s Incentive Plan during 2023. The RSU grant to Ross R. Moody shown below was granted to Mr. Moody in recognition of his service as a director. Mr. Moody’s grant is the same number of RSUs as the grants to the other directors, which grants are described under the heading “Director Compensation.” 

Outstanding Equity Awards at December 31, 2023

The following table provides information regarding outstanding stock options, SARs, RSUs, and PSUs held by the Named Executive Officers as of December 31, 2023. Under the terms of all outstanding SARs, RSUs and PSUs, all such awards may be settled only in cash. Accordingly, no shares of Class A Stock are issuable under the terms of such awards.