TORCHMARK CORPORATION (NYSE:TMK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d) On February 28, 2019, the Board of Directors of Torchmark Corporation (Company) approved the appointment of M. Shane Henrie, age 45, as Vice President and Chief Accounting Officer of the Company. While Mr. Henrie has not previously served as an officer of the Company, he has served as Senior Vice President, Corporate Accounting, Chief Financial Officer and Treasurer of Company subsidiaries American Income Life Insurance Company, Globe Life And Accident Insurance Company and United American Insurance Company since September 2012 and of Family Heritage Life Insurance Company of America since May 2017. He has further served as Senior Vice President, Corporate Accounting, Chief Financial Officer and Assistant Treasurer of Company subsidiary Liberty National Life Insurance Company since January 2014.

There is no arrangement or understanding between Mr. Henrie and any other persons to which he was selected to serve in this officer position at Torchmark. Additionally, there are no familial relationships involving Mr. Henrie to report under Item 401(d) of Regulation S-K and no related person transactions involving him to report to Item 404(a) of Regulation S-K.

There were no material plans, contracts, or arrangements to which Mr. Henrie is a party or in which he participates which were entered into or materially amended in connection with his appointment as Vice President and Chief Accounting Officer nor was any grant or award made to him or modifications thereto made under any such plans, contracts or arrangements in connection with his appointment to such position.

(e) On February 28, 2019, to the Company’s 2018 Incentive Plan (the 2018 Plan), the independent numbers of the Board of Directors (“Board”) of the Company (in the case of the Co-Chairmen and Chief Executive Officers) or the Compensation Committee (in the case of the other named executive officers (NEOs)) granted non-qualified stock options with a seven year term and an exercise price per share equal to the NYSE market closing price of Company common stock on February 28, 2019 ($82.56) to the following executives: Gary L. Coleman, 150,000 shares; Larry M. Hutchison, 150,000 shares; Frank M. Svoboda, 65,000 shares; W. Michael Pressley, 45,000 shares; J. Matthew Darden, 40,000 shares; and Steven K. Greer, 40,000 shares. On February 28, 2019, the following executives were also issued performance share unit awards (shown at target level) by the independent members of the Board or the Compensation Committee for the three year performance period commencing January 1, 2019 through December 31, 2021 to be earned and issued (from 0% if below threshold to 200% at maximum) based upon the extent the Company achieves performance goals set by the Compensation Committee (40% weight to three year growth in earnings per share (ranging from 4% at threshold to 8.5% at target to 12% at maximum), 30% weight to three year growth in underwriting income (ranging from 1% at threshold to 4.3% at target to 8% at maximum), and 30% weight to average net operating income as a return on equity over the three year period (ranging from 13.6% at threshold to 14.3% at target to 15% at maximum)): Gary L. Coleman, 35,000 shares; Larry M. Hutchison, 35,000 shares; Frank M. Svoboda, 12,000 shares; W. Michael Pressley, 12,000 shares; J. Matthew Darden, 7,500 shares; and Steven K. Greer, 8,000 shares. The independent members of the Board or the Compensation Committee also fixed 2019 annual cash bonus targets for Messrs. Coleman, Hutchison, Svoboda, Pressley and Darden as follows: 40% weight to growth in earnings per share (ranging from 5% at threshold to 8% at target with a lower band of 6.4% and a higher band of 9.6% to 11% at maximum); 30% weight to growth in underwriting income (ranging from 1% at threshold to 4% at target with a lower band of 2.5% and a higher band of 5.5% to 7% at maximum) and 30% weight to net operating income as a return on equity (ranging from 13.7% at threshold to 14.3% with a lower band of 14% and a higher band of 14.6% to 14.9% at maximum). 2019 salaries were set as follows: $950,000 for each of Gary L. Coleman and Larry M. Hutchison; $560,000 for Frank M. Svoboda; $540,000 for W. Michael Pressley; $540,000 for J. Matthew Darden; and $475,000 for Steven K. Greer.

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10.1 Torchmark Corporation 2019 Management Incentive Plan

TORCHMARK CORP Exhibit
EX-10.1 2 torchmarkmanagementincenti.htm EXHIBIT 10.1 Exhibit TORCHMARK CORPORATION2019 MANAGEMENT INCENTIVE PLAN(Effective as of January 1,…
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About TORCHMARK CORPORATION (NYSE:TMK)

Torchmark Corporation is an insurance holding company. The Company, through its subsidiaries, provides a range of life and health insurance products and annuities to a broad base of customers. The Company’s segments include life insurance, health insurance, annuities and investment. The life insurance segment offers whole-life insurance and term life insurance. The Health insurance products are guaranteed-renewable and include Medicare Supplement, critical illness, accident, long-term care and limited-benefit supplemental hospital and surgical coverage’s. Annuities include fixed-benefit contracts. The Company markets its insurance products through various distribution channels, each of which sells the products of its insurance segments. Its primary subsidiaries are American Income Life Insurance Company, Liberty National Life Insurance Company, Globe Life And Accident Insurance Company, United American Insurance Company and Family Heritage Life Insurance Company of America.