UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.            )


Filed by the Registrant [X]
Filed by a Party other than the Registrant [   ]
  
Check the appropriate box:
[   ]Preliminary Proxy Statement
[   ]Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[   ]Definitive Additional Materials
[   ]Soliciting Material Pursuant to §240.14a-12
  
National Western Life Group, Inc.
  
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[   ]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  
1)Title of each class of securities to which transaction applies:
  
  
2)Aggregate number of securities to which transaction applies:
  
  
3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
  
  
4)Proposed maximum aggregate value of transaction:
  
  
5)Total fee paid:
  
  
[   ]Fee paid previously with preliminary materials.
[   ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  
1)Amount Previously Paid:
  
  
2)Form, Schedule or Registration Statement No:
  
  
3)Filing Party:
  
  
4)Date Filed:
  






National Western Life Group, Inc.


PROXY STATEMENT

April 30, 201929, 2020
To Our Stockholders:
We cordially invite you to attend the 20192020 Annual Meeting of Stockholders of National Western Life Group, Inc. ("we," "us," "our," or "NWLGI") to be held on June 21, 201919, 2020 at 8:30 a.m.1:00 p.m., local time, at our executive offices located at 10801 N Mopac Expy Bldg 3, Austin, TX 78759.
At the annual meeting, in addition to electing nine members to our board of directors, you will be asked to ratify the appointment of our independent registered public accounting firm, BKD, LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2020 and to consider and act upon, by a non-binding advisory vote, a resolution to approve the compensation of our Named Executive Officers.
This year we are again using the "Notice and Access" method of providing proxy materials to you via the Internet. We believe that this process provides you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to reduce the costs of printing and distributing the proxy materials and conserve resources. On or about May 3, 2019,8, 2020, we will mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and our 20182019 annual report and vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials and our 20182019 annual report.
Your vote is important, no matter how many or how few shares you may own. Whether or notRegardless of whether you plan to attend the annual meeting, please take the time to vote by completing, signing, and mailing the enclosed proxy card in the postage-paid envelope provided, or by utilizing mobile voting, or by telephone orvoting over the Internet.
Our Board of Directors and management look forward to greeting those of you who are able to attend the annual meeting. The accompanying notice of meeting and this proxy statement provide specific information about the annual meeting and explain the various proposals. Please read these materials carefully.
Thank you for your continued support of and interest in our company.



  Sincerely,
   
  Ross R. Moody
  Chairman of the Board,
  President and Chief Executive Officer


This proxy statement is dated April 30, 201929, 2020 and is being first sent to NWLGI stockholders on or about May 3, 2019.8, 2020.




National Western Life Group, Inc.
10801 N Mopac Expy Bldg 3
Austin, TX 78759
(512) 836-1010

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of National Western Life Group, Inc.:

The 20192020 Annual Meeting of Stockholders ("Annual Meeting") of National Western Life Group, Inc. (the "Company" or "NWLGI") will be held on Friday, June 21, 201919, 2020 at the Company's executive offices located at 10801 N Mopac Expy Bldg 3, Austin, TX 78759 at 8:30 a.m.1:00 p.m. local time for the following purposes:

1. Elect three designees of holders of Class A Stock and six designees of holders of Class B Stock, for a total of nine members to the board of directors of NWLGI, who shall hold office until the next annual stockholders’ meeting or until their respective successors have been elected or appointed or until their earlier death, resignation, or removal;

1.Elect three designees of holders of Class A Stock and six designees of holders of Class B Stock, for a total of nine members to the board of directors of NWLGI, who shall hold office until the next annual stockholders’ meeting or until their respective successors have been elected or appointed or until their earlier death, resignation, or removal;
2. Ratify the appointment of the firm of BKD, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020;

2.
Ratify the appointment of the firm of BKD, LLP as the Company's independent registered public accounting firm for the fiscal year ending
3. Consider and act upon, by a non-binding advisory vote, a resolution to approve the compensation of our Named Executive Officers; and

December 31, 2019; and

3. Transact other business that may properly come before the Annual Meeting, or any adjournment or adjournments thereof.

These items are fully described in the proxy statement, which is part of this notice. The Company has not received notice of other matters that may be properly presented at the Annual Meeting.

Pursuant to the rules of the Securities and Exchange Commission, NWLGI has elected to provide access to our proxy materials over the Internet. Accordingly, we will mail, beginning on or about May 3, 2019,8, 2020, a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners as of the record date of April 23, 2019.21, 2020. All stockholders and beneficial owners will have the ability to access all of the proxy materials on a website referenced in the Notice of Internet Availability of Proxy Materials as of the date of mailing of the Notice of Internet Availability of Proxy Materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: Copies of the proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2018,2019, are available at https://www.cstproxy.com/nwlgi/20192020.

The Board of Directors of the Company has fixed the close of business on April 23, 201921, 2020 as the record date for the determination of the stockholders entitled to notice of and to vote at the Annual Meeting or any adjournment or adjournments thereof.  A complete list of stockholders will be open to examination by any stockholder for any purpose germane to the Annual Meeting between the hours of 9:00 a.m. and 5:00 p.m., local time, at the offices of the Company at 10801 N Mopac Expy Bldg 3, Austin, TX 78759 for ten days prior to the Annual Meeting.  If you would like to view the stockholder list, please call the Company Secretary at (512) 836-1010 to schedule an appointment.  The list will also be available at the Annual Meeting and may be inspected by any stockholder who is present.

Regardless of the number of shares of National Western Life Group, Inc. common stock you hold, as a stockholder your vote is important, and the Board of Directors of the Company strongly encourages you to exercise your right to vote.  To ensure your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the Annual Meeting.
  By Order of the Board of Directors
   
April 30, 201929, 2020 Rey PerezGina Byrne Miller
  Senior Vice President - Chief Legal Officer and Secretary






IMPORTANT

STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND IN PERSON ARE URGED TO VOTE VIA THE INTERNET OR BY PHONE,MOBILE VOTING, OR REQUEST PAPER COPIES OF THE PROXY MATERIALS AND COMPLETE, SIGN, DATE, AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE TO ENSURE ITS ARRIVAL IN TIME FOR THE ANNUAL MEETING.




ADDITIONAL INFORMATION

You should rely only on the information contained in this proxy statement or that to which we have referred you. We have not authorized anyone to provide you with any additional information. This proxy statement is dated as of the date listed on the cover page. You should not assume that the information contained in this proxy statement is accurate as of any date other than such date, and the mailing of this proxy statement to stockholders shall not create any implication to the contrary.




TABLE OF CONTENTS

PURPOSES OF THE ANNUAL MEETING 1
QUORUM AND VOTING 1
REVOCABILITY OF PROXY 3
SOLICITATION 3
PROPOSAL 1: ELECTION OF DIRECTORS 4
Nominees for the Board of Directors 4
EXECUTIVE OFFICERS 7
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 8
Relationships among Directors and Executive Officers 8
Transactions with Related Persons, Promoters, and Certain Control Persons 9
Review, Approval, and Ratification of Transactions with Related Persons 9
INFORMATION RELATING TO OUR BOARD OF DIRECTORS 10
The Board of Directors 10
Meetings of the Board of Directors 10
Attendance at Annual Meetings of Stockholders 10
Board Leadership / Affirmative Determinations Regarding Director Independence 10
Risk Management 1110
COMMITTEES OF THE BOARD OF DIRECTORS 11
DIRECTOR NOMINATIONS    12
DIRECTOR AND QUALIFICATIONS    12
NWLGI Director Nominees 12
COMMUNICATIONS WITH THE BOARD OF DIRECTORS 13
CODE OF ETHICS 13
COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 13
COMPENSATION DISCUSSION AND ANALYSIS 14
Compensation Committee Report 2122
Summary Compensation Table 2223
All Other Compensation 2324
Grants of Plan-Based Awards 2425
Outstanding Equity Awards at December 31, 2018 27
Option Exercises and Stock Vested 31
Pension Benefits 32
Non-Qualified Deferred Compensation 34
Potential Payments Upon Termination or Change in Control 34
CEO Pay Ratio 3638
Director Compensation 3739
PROPOSAL 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3941
Audit Fees 3941
PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS 42
AUDIT COMMITTEE REPORT 4043
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 4144
Owners of More Than 5% of Our Common Stock 4145
Directors and Executive Officers 4348
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 4449
OTHER INFORMATION 4449
Annual Report to Stockholders 4449
Deadlines for Submitting Stockholder Nominations and Proposals 4449
Documents Available Without Charge 4550





National Western Life Group, Inc.
10801 N Mopac Expy Bldg 3
Austin, TX 78759
(512) 836-1010

PROXY STATEMENT
20192020 ANNUAL MEETING OF STOCKHOLDERS

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS: Copies of this Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 20182019 are available at https://www.cstproxy.com/nwlgi/20192020.

This proxy statement and the accompanying proxy are being made available to stockholders on or about May 3, 20198, 2020 in connection with the solicitation by the Board of Directors (the "Board of Directors") of National Western Life Group, Inc. of proxies to be used at the 20192020 Annual Meeting of Stockholders (the "Annual Meeting") of National Western Life Group, Inc. to be held on Friday, June 21, 201919, 2020 at the Company's principal executive offices located at 10801 N Mopac Expy Bldg 3, Austin, TX 78759 at 8:30 a.m.1:00 p.m. local time. Unless the context requires otherwise, references in this proxy statement to "NWLGI," "the Company," "we," "us," or "our" refer to National Western Life Group, Inc. and its wholly owned subsidiaries, including National Western Life Insurance Company, or NWLIC.



PURPOSES OF THE ANNUAL MEETING
The purposes of the annual meeting are to:
1.Elect three designees of holders of Class A Stock and six designees of holders of Class B Stock, for a total of nine members to the board of directors of NWLGI, who shall hold office until the next annual stockholders' meeting or until their respective successors have been elected or appointed or until their earlier death, resignation, or removal (Proposal 1);
2.Ratify the appointment of the firm of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019 (Proposal 2); and
3.Transact such other business as may properly come before the meeting or any adjournment thereof.
1. Elect three designees of holders of Class A Stock and six designees of holders of Class B Stock, for a total of nine members to the board of directors of NWLGI, who shall hold office until the next annual stockholders' meeting or until their respective successors have been elected or appointed or until their earlier death, resignation, or removal (Proposal 1);
2. Ratify the appointment of the firm of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020 (Proposal 2);
3. Consider and act upon, by a non-binding advisory vote, a resolution to approve the compensation of our Named Executive Officers (Proposal 3); and
4. Transact such other business as may properly come before the meeting or any adjournment thereof.

QUORUM AND VOTING

Holders of record of our Class A common stock, par value $0.01 per share (the "Class A Stock"), and our Class B common stock, par value $0.01 per share (the "Class B Stock" and, together with the Class A Stock, the "Common Stock"), at the close of business on April 23, 2019,21, 2020, will be entitled to notice of and to vote at the Annual Meeting or any adjournment or adjournments thereof.  As of April 23, 2019,21, 2020, there were 3,436,020 shares of Class A Stock outstanding, held by 2,4482,279 holders of record and 200,000 shares of Class B Stock outstanding, held by two holders of record.  The number of holders of record does not include any beneficial owners for whom shares of Common Stock may be held in "nominee" or "street" name.


Stockholders of record at the close of business on April 23, 201921, 2020 will be entitled to vote at the Annual Meeting.  Each stockholder is entitled to one vote per share held by such holder on all matters coming before the Annual Meeting, except as otherwise described below.

The presence, in person or by proxy, of the holders of one-half (1/2) of the total of each of the Class A Stock and the Class B Stock will constitute a quorum at the Annual Meeting.  If a quorum is not present or represented at the Annual Meeting, the stockholders entitled to vote thereat, present in person or represented by proxy, have the power to adjourn the Annual Meeting from time to time without further notice, other than announcement at the Annual Meeting, until a quorum is present.  At such reconvened Annual Meeting at which a quorum is present, any business may be transacted as originally noticed.  Abstentions and broker non-votes
(shares (shares held by a broker or nominee that does not have the authority to vote on a matter, and has not received instructions from the beneficial owner) are counted as present in determining whether the quorum requirement is met.


1

Election of Directors. Article V of our Restated Certificate of Incorporation, as amended (as so amended, the "Restated Certificate of Incorporation"), provides that the Class A stockholders have the exclusive right to elect one-third (1/3) of the members of our Board of Directors, plus one director for any remaining fraction, and that the Class B stockholders have the exclusive right to elect the remaining members of our Board of Directors. Our Amended and Restated Bylaws ("Bylaws") provide that directors are elected


by a plurality vote of each class of stock voting separately. Abstentions and broker non-votes will not have any impact on the result of the vote on this item.
In viewAs of April 21, 2020, Robert L. Moody, Sr.’s ("Mr. Moody" through the Robert L. Moody Revocable Trust (the "Moody Revocable Trust") ownership, as of April 23, 2019, of, owns more than 99% of the outstanding shares of Class B Stock as well as Mr. Moody’s ownership of 33.7% of the Class A Stock outstanding (see Stock Ownership table below), Mr. Moody and holds the voting power to elect a majority of our Board of Directors. WeIn light of such ownership, we are considered to be a controlled company, and Mr. Moody, through the Moody Revocable Trust, is the controlling stockholder.

Ratification of Independent Registered Public Accounting Firm. The affirmative vote of a majority of the shares of the Class A and Class B Common Stock, voting together as the same class, cast at the annual meeting, in person or by proxy, is required to ratify the appointment of BKD, LLP to serve as our independent registered public accounting firm. Abstentions will not have any impact on the result of the vote on this item.
A Non-Binding Advisory Vote to Approve the Compensation of Our Named Executive Officers.
The advisory proposal will be approved if a majority of the shares of the Class A and Class B Stock, voting together as the same class, cast at the annual meeting, in person or by proxy, are voted in favor of the proposal. Abstentions and broker non-votes will be treated as unvoted for purposes of determining approval of this proposal and will have neither the effect of a vote for nor vote against the proposal.
The Inspector of Elections for the Annual Meeting will be Rey Perez,Gina Byrne Miller, our Senior Vice President - Chief Legal Officer and Secretary, and heshe will tabulate the votes.  We will announce preliminary voting results at the Annual Meeting.  The final official voting results from the Annual Meeting will be disclosed in a Current Report on Form 8-K to be filed within four business days after the Annual Meeting.
You may vote your proxy by Internet, telephone,by mobile voting, or by mail, as explained below.  Votes submitted electronically over the Internet or by telephonemobile voting must be received by 7:0011:59 p.m., Eastern Daylight Time, on June 20, 2019.18, 2020.  Voting your proxy does not limit your right to vote in person should you decide to attend the Annual Meeting.  The law of Delaware, under which NWLGI is incorporated, specifically permits electronically transmitted proxies, provided that each such proxy contains or is submitted with information from which the Inspector of Elections of the Annual Meeting can determine that such electronically transmitted proxy was authorized by the stockholder.  If your shares are held in the name of a broker, bank, or other holder of record, you will be provided voting instructions from the holder of record. If you vote by Internet or telephone,by mobile voting, please do not mail in a proxy card as it will revoke your Internet or telephonemobile voting proxy.
•Internet. Access the Internet voting site at https://www.cstproxy.com/nwlgi/20192020. Follow the on-screen instructions and be sure to have the control number listed on your proxy card available when you access the Internet voting site. Please note that stockholders that vote through the Internet must bear all costs associated with electronic access, including Internet access fees.
Telephone.•Mobile Voting. DialOn your Smartphone or Tablet, open the toll free number foundQR Reader and scan the image on your proxy card. FollowOnce the voice prompts and be sure to havevoting site is displayed, enter your Control Number from the control number listed on your proxy card available when you call.and vote your shares.
•Mail. If you requested printed copies of the proxy materials, you may vote by mail by simply marking, signing, dating, and returning the proxy card in the postage-prepaid envelope provided for your convenience.

If a stockholder properly uses the Internet voting procedures described on the proxy card, or calls the toll-free telephone number,utilizes mobile voting, or completes, signs, dates, and returns the proxy card, by 7:0011:59 p.m., Eastern Daylight Time, on June 20, 2019,18, 2020, his, her, or its shares will be voted at the Annual Meeting in accordance with his, her, or its instructions.  If a stockholder returns a proxy card unsigned or undated, his, her, or its vote cannot be counted.  If a stockholder signs and dates a proxy card, but does not fill out the voting instructions on the proxy card, the shares represented by the proxy will be voted in accordance with the Board of Directors' recommendations, as follows:
•FOR the election of each of the nominees to the Board of Directors to hold office until the next annual stockholders' meeting or until their respective successors have been elected or appointed or their earlier death, resignation, or removal;
•FOR the ratification of the appointment of the firm of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;2020;
2

•FOR the non-binding advisory approval of the compensation of our Named Executive Officers; and
•In addition, if any other matters properly come before the Annual Meeting, Ross R. Moody, our President and Chief Executive Officer, and Rey PerezGina Byrne Miller, our Senior Vice President - Chief Legal Officer and Secretary, the named proxies, have discretionary authority to vote on those matters in accordance with their best judgment.  The Board of Directors is not currently aware of any other matters that may come before the Annual Meeting.




REVOCABILITY OF PROXY

The proxy is for use at the Annual Meeting if a stockholder will be unable to attend in person.  The proxy (whether submitted by mail, telephone,by mobile voting, or Internet) may be revoked by a stockholder at any time before it is exercised on the date of the Annual Meeting by:

•executing and delivering a written notice of revocation to the Secretary of NWLGI at our principal executive offices;
•submitting a later-dated proxy by Internet in the manner specified above, by telephonemobile voting in the manner specified above, or in writing to the Secretary of NWLGI at our principal executive offices; or
•attending and voting in person at the Annual Meeting.

Attendance at the Annual Meeting will not revoke a proxy unless a stockholder provides written notice of revocation to the Secretary of NWLGI before the proxy is exercised or unless the stockholder votes his or her shares in person at the Annual Meeting.  Street name holders that vote by proxy may revoke their voting instructions in accordance with their broker's, bank's, or other nominee's procedures.


SOLICITATION

This solicitation is made on behalf of our Board of Directors. The cost of preparing, assembling, printing, and mailing the Notice of Internet Availability of Proxy Materials, Notice of Annual Meeting of Stockholders, this proxy statement, the proxy card, and any additional materials, as well as the cost of soliciting the proxies will be borne by us, including reimbursement paid to brokerage firms and other custodians, nominees, and fiduciaries for reasonable costs incurred in forwarding the proxy materials to, and solicitation of proxies from, the beneficial owners of shares held by such persons. In addition, our officers, directors, and other regular employees, without additional compensation, may solicit proxies by mail, email, personal interview, telephone, or other electronic transmission.
3



PROPOSAL 1:   ELECTION OF DIRECTORS

Our Restated Certificate of Incorporation and Restated Bylaws provide that the Board of Directors shall consist of a number of directors to be fixed from time to time exclusively by resolution of the Board of Directors.  The Board of Directors currently consists of nine members.  A Board of Directors composed of nine persons is recommended by the Board of Directors to be elected at the 20192020 Annual Meeting to serve until the next Annual Meeting of Stockholders, or until their successors have been duly elected and qualified, or until their earlier death, resignation, or removal.  As such, proxies cannot be voted for a greater number of persons than the number of nominees named. Article V of the Restated Certificate of Incorporation of the Company provides that the Class A stockholders shall have the exclusive right to elect one-third of the Board of Directors, plus one director for any remaining fraction, and that the Class B stockholders shall have the exclusive right to elect the remaining members of the Board of Directors.  Accordingly, the Board of Directors recommends the election of the three Class A nominees and six Class B nominees indicated below.  A plurality of each class of stock voting separately will be necessary to elect the directors of that particular class.  The Restated Certificate of Incorporation of the Company does not permit cumulative voting for directors.

It is the intention of the persons named in the proxy, in the absence of a contrary direction, to vote FOR the election of each of the nine persons named in this proxy statement as nominees for director for a one-year term expiring at the 20202021 Annual Meeting of Stockholders or until their successors are duly elected and qualified or until their earlier death, resignation, or removal.

Nominees for the Board of Directors

Our nominees for the election of directors include five independent directors, as defined by the NASDAQ Listing Rules and determined by the Board of Directors, and two members of our senior management.  The names of the nominees for election as a director to serve until the 20202021 Annual Meeting of Stockholders, or until their earlier death, resignation, or removal, and certain additional information with respect to each of them, are set forth below.  The nominees have consented to be named in this proxy statement and to serve as directors, if elected.  Except as indicated in "Relationships among Directors and Executive Officers" below, there are no family relationships among any of our executive officers or the director nominees.

If, at the time of or prior to the Annual Meeting, any of the nominees is unable or declines to serve, the persons named as proxies may use the discretionary authority provided in the proxy to vote for a substitute or substitutes designated by the Board of Directors.  If the proxy has been marked to withhold authority to vote for the nominees, the proxy will not then be voted either for or against such substitute nominees.  The Board of Directors has no reason to believe that any substitute nominee or nominees will be required.

Class A Nominees
Name of DirectorPrincipal Occupation During Last
Five Years and Directorships		Class NomineeAgeDirector
Since*
David S. Boone (1)(2)
Director and CEO of United Allergy ServicesClass A592016
Stephen E. Glasgow (1)(2)
Managing Partner, Texas GSA Holdings, LP,Class A572004
RAM Investments, and ABIA Retail, LLC   
Austin, Texas
E. J. Pederson (1)(2)
Managing Director, CitareTx, LLCClass A721992
   
    

4
Name of Director 
Principal Occupation During Last
Five Years and Directorships
 Class Nominee Age 
Director
Since*
         
David S. Boone (1)(2)
 Director and CEO of United Allergy Services, Class A 58 2016
  LLC and Lead Independent      
  Director and Audit Chair of Track Group      
         
Stephen E. Glasgow (1)(2)
 Managing Partner, Texas GSA Holdings, LP, Class A 56 2004
  RAM Investments, and ABIA Retail, LLC      
  Austin, Texas      
         
E. J. Pederson (1)(2)
 Managing Director, CitareTx, LLC; Class A 71 1992
  Director of American National Insurance      
  Company      
         



Class B Nominees
Name of DirectorPrincipal Occupation During Last
Five Years and Directorships		Class NomineeAgeDirector
Since*
Ross R. MoodyPresident and Chief Executive OfficerClass B571981
of the Company   
Dr. Thomas A. Blackwell (1)(2)
Professor of Medicine, University of TexasClass B652017
Medical Branch
Frances A. Moody-DahlbergExecutive Director and Trustee, The MoodyClass B501990
 Foundation   
Ann M. MoodyDirector of Gal-Tex HotelClass B822014
Corporation, Transitional Learning
Center, and Moody Endowment
E. Douglas McLeodAttorney, Investments, and Chairman andClass B781979
 Director of Moody Gardens, Inc.   
Charles D. MilosSenior Vice President of NWLICClass B741981
Name of Director 
Principal Occupation During Last
Five Years and Directorships
 Class Nominee Age 
Director
Since*
         
Ross R. Moody President and Chief Executive Officer Class B 56 1981
  of the Company      
         
Dr. Thomas A. Blackwell (1)(2)
 Professor of Medicine, University of Texas Class B 64 2017
  Medical Branch      
         
Frances A. Moody-Dahlberg Executive Director and Trustee, The Moody Class B 49 1990
  Foundation      
         
Ann M. Moody Director of Gal-Tex Hotel Class B 81 2014
  Corporation, Transitional Learning      
  Center, and Moody Endowment      
         
E. Douglas McLeod Attorney, Investments, and Chairman and Class B 77 1979
  Director of Moody Gardens, Inc.      
         
Charles D. Milos Senior Vice President of NWLIC Class B 73 1981


(1)Member of Audit Committee.
(1)Member of Audit Committee.
(2)Member of Compensation and Stock Option Committee.
(2)Member of Compensation and Stock Option Committee.
* Prior to October 2015 reflects board of director service with National Western Life Insurance Company, Inc.
There are no arrangements or understandings pursuant to which any director was elected.  All directors hold office for a term of one year or until their successors are elected and qualified.

Class A Nominees
DAVID S. BOONE
Mr. Boone, a CPA, is Director and Chief Executive Officer of United Allergy Services, LLC, a private equity backed medical services company. From 2011-2018,2015-2018, Mr. Boone served as CEO of Alacura Medical Transportation Management, LLC, and Angel Medflight, a private equity backed air ambulance company, andcompany. He has also served as the lead independent director and Audit Chair of Track Group, a publicly traded electronic monitoring company.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 an independent member of our Board of Directors.

STEPHEN E. GLASGOW
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 products, 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, Texas non-profit entities, in 2017. Mr. Glasgow’s independence, experience, and financial acumen qualify him to serve as a member of our Board of Directors.

E. J. PEDERSON
Managing Director, CitareTx, LLC since July 2014.2014; Director of American National Insurance Company; Special Assistant to the Executive Vice President and CEOCompany since 2014; Board of the Texas A&M Health Science Center from October 1, 2013 to June 2014;Director member of Sealy Smith Foundation 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
5

Branch, Galveston from 1986-2007;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. Mr. Pederson'sPederson’s combination of independence, financial expertise, and experience qualify him to serve as a member of our Board of Directors.

Class B Nominees
ROSS R. MOODY
Director, President and Chief Executive Officer of NWLGI; Director of NWLIC since 1981, Chief Executive Officer since 2015, and President from 1992-2016; Director, Officer, and/or Manager of various Company subsidiaries; Director of American National Insurance Company since 2016; Trustee of The Moody Foundation (charitable and educational foundation); 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 our Board of 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. 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 our Board of Directors.

FRANCES A. MOODY-DAHLBERG
Executive Director and Trustee of The Moody Foundation (charitable and educational foundation) since January 1998; a Trustee of The Moody Foundation since February 2004; Director of American National Insurance Company since 1987; director of Moody National Bank, Moody Bancshares, Inc., and Moody Bank Holding Company, Inc., since 2018; past director of Gal-Tex Hotel Corporation (hotel management corporation) from March 2000 to December 2003; and past Director of The Moody Endowment (charitable corporation) from 1991 to February 2004.  Mrs. Moody-Dahlberg's significant director experience affords her with the qualities necessary to serve as a member of our Board of Directors.

ANN M. MOODY
Mrs. Moody has served as a director on the Board of Directors of Gal-Tex Hotel Corporation since 2011 and of the Transitional Learning Center and The Moody Endowment since 2012. She has previously served as a board member of Moody Gardens, First National Life Insurance Company, Westcap, Hometown Bank, Securities Management and Research, and the O'Connell High School Board. Mrs. Moody's extensive experience as a director of multiple regulated financial entities and her macroeconomic approach to management qualify her to serve as a member of our Board of Directors.

E. 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 County Mutual Insurance Company; Advisory Director of American National Insurance Company, Galveston, Texas; 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 and Executive Board Member, 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 our Board of Directors.
CHARLES D. MILOS
Senior Vice President – Mortgage Loans and Real Estate of NWLIC since 1983; Director, officer, and/or manager of various Company subsidiaries; and past President of Regent Care Management and Regent Care Management Services.  Mr. Milos was Vice President of Seal Fleet, Inc. from 1981-1983 and an Investment Analyst for NWLIC from 1976-1981.  Mr. Milos'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 our Board of Directors.
 

The Board of Directors recommends that you vote "FOR" the election of the nominees for director to serve until the 20202021 Annual Meeting of Stockholders.  All proxies executed and returned will be voted "FOR" the nominees unless the proxy specifies otherwise.
6





EXECUTIVE OFFICERS

The following persons are our executive officers as of April 23, 2019.21, 2020.  Except as set forth below, there are no family relationships among any of our executive officers or nominees for director.

NameAgePosition Held (Date Appointed to Position)
Ross R. Moody5657Chairman of the Board and Chief Executive Officer (2015), Director
K. Kennedy NelsonRey Perez7047President and Chief Operating Officer (2016)(2020)
Dr. Carlos A. MartinezChad J. Tope5452Executive Vice President - Chief Marketing Officer (2019)
Natalie U. Anderson50Senior Vice President - Head of Foreign National Distribution (2018)Chief Investment Officer (2020)
Gina Byrne Miller42Senior Vice President - Chief Legal Officer and Secretary (2020)
Steven W. Mills6364Senior Vice President - Chief Administrative Officer (2017)
Charles D. Milos7374Senior Vice President - Mortgage Loans and Real Estate (1990), Director
Gregory J. Owen5152Senior Vice President - Chief Information Officer (2018)
Rey Perez46Executive Vice President - Chief Legal Officer (2019)
Brian M. Pribyl6061Senior Vice President - Chief Financial Officer and Treasurer (2001)
Patricia L. ScheuerStephen M. Van De Berg6750Senior Vice President - Chief Investment Officer (1992)
R. Bruce Wallace61Senior Vice President -Actuary and Chief Life Insurance MarketingRisk Officer (2019)

The biographies for Ross R. Moody, our Chairman of the Board, President and Chief Executive Officer, and Charles D. Milos, NWLIC's Senior Vice President – Mortgage Loans and Real Estate, are listed above under the heading "Nominees for the Board of Directors."

There are no arrangements or understandings pursuant to which any officer was elected. All officers hold office for a term of one year or until their successors are elected and qualified, unless otherwise specified by the Board of Directors.

K. KENNEDY NELSONREY PEREZ
Ms. NelsonMr. Perez has been NWLIC'sNWLIC’s President and Chief Operating Officer since October 2016January 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 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.

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 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. NelsonAnderson 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 is a member of the Investment Committee since January 2020, and Chairman of the Finance Committee since February 2020. Ms. Anderson served as Vice
7

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 ActuaryLegal Officer and Secretary of the Company. Ms. Miller serves as Director, Officer, and/or Manager of various Company subsidiaries. Ms. Miller was Vice President – Corporate Counsel of NWLIC from JanuaryOctober 2015 to March 2019, Assistant Vice President – Corporate Counsel from October 2013 to October 2016, was NWLIC's Vice President - Valuation Actuary from January 2007 to December 2012,2015, and Assistant Vice President - Associate Actuary from November 2002 to December 2006. Prior to joining NWLIC, Ms. Nelson was with G.P. Monnin Consulting, Inc. in AustinCorporate Counsel from February 2005 to November 2002; was Senior Vice President and Chief Operations Officer with Americo Life, Inc. from 1998 to 2000; and was with United Companies Life Insurance Company a.k.a United Life & Annuity Insurance Company from 1984-1998, holding the title of Executive Vice President, Chief Administrative Officer and Chief Actuary from 1993 to1998.October 2013.

DR. CARLOS A. MARTINEZ
Dr. Martinez has been NWLIC's Senior Vice President – Head of Foreign National Distribution since May 2018, and was Senior Vice President - International Marketing from June 2012 to May 2018. Dr. Martinez was Vice President - International Sales Development from May 2009 to June 2012, Assistant Vice President then Vice President of International New Business and Risk Selection from April 2004 to May 2009, and Senior Underwriter for the International Market from February 1997 to April 2004; prior to joining NWLIC, Dr. Martinez held the position of lead International Underwriter for Great Southern Life from 1996 to 1997 and for Citizens Life Insurance Company from 1994 to 1996.




STEVEN W. MILLS
Mr. Mills has been NWLIC'sNWLIC’s Senior Vice President -– Chief Administrative Officer since February 2017. He was appointed to the Board of Ozark National Life Insurance Company in February 2019. Prior to joining NWLIC, Mr. Mills was: Vice President of several departments at Sagicor Life Insurance Company from February 2006 to December 2016; executive director of United Way of Northwest Illinois, Inc. from January 2004 to January 2006; 2nd2nd Vice President of Client Services for Trustmark Insurance Company from June 2003 to January 2004; 2nd2nd Vice President of Client ServicesOperations with Stewart & Associates from December 2002 to March 2003; and 2nd2nd Vice President of Administration with Trustmark Insurance Company from January 19941995 to September 2002.

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; 2nd 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.

REY PEREZ
Mr. Perez has been the Company's Senior Vice President – Chief Legal Officer and Secretary since 2015, and he served in those same positions with NWLIC until promoted to Executive Vice President - Chief Legal Officer in January of 2019.  Mr. Perez has been an NWLIC director since October 2015. Mr. Perez serves as Director and/or Officer of various Company subsidiaries. Mr. Perez was 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'sNWLIC’s Senior Vice President – Chief Financial Officer and Treasurer since 2001, and he serves in those same positionsas Senior Vice President - Chief Financial Officer and Treasurer with the Company. 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.

PATRICIA L. SCHEUER
Ms. Scheuer has been NWLIC's Senior Vice President – Chief Investment Officer since 1992.  She was a Fixed Income Manager for Texas Permanent School Fund from February 1988 to August 1992, a Sr. Financial Analyst for Public Utility Commission of Texas from December 1984 to February 1988, and a Management Consultant for Deloitte Haskins & Sells from July 1983 to November 1984.

R. BRUCE WALLACESTEPHEN M. VAN DE BERG
Mr. WallaceVan De Berg has been NWLIC’s Senior Vice President -– Chief Life Insurance MarketingActuary and Chief Risk Officer since February 2018 and was Senior Vice President - Chief Marketing Officer from July 2017 to February 2018.2019. Prior to joining NWLIC, Mr. WallaceVan De Berg served as:as CFO-Individual Markets for Great West Financial from 2016-2019; Senior Vice President -– Chief Actuary-Life of Genworth Financial from 2012-2015; Vice President – Head of Strategic DistributionAccumulation Products for Voya FinancialING from July 2010 to August 2014; Managing General Agent2007-2012; and Vice President – Product Management for Eastern United States for Nationwide InsuranceHartford Life Private Placement from February 2008 to June 2010; General Agent for Guardian Life from November 2004 to November 2007; and Managing Partner for New York Life from September 1993 to June 2004.2003-2007.


CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Other than as set forth in the following paragraphs, we are not aware of any transactions since the beginning of 20182019 or any currently proposed transaction between us or our subsidiaries and any member of the Board of Directors, any of our executive officers, any security holder who is known to us to own of record or beneficially more than 5% of our Common Stock, or any member of the immediate family of any of the foregoing persons, in which the amount involved exceeds $120,000 and in which any of the foregoing persons had, or will have, a direct or indirect material interest.  Except as otherwise noted and as applicable, we believe that each transaction described below is, or was, as the case may be, on terms at least as favorable to us as we would expect to negotiate with an unaffiliated party.

Relationships among Directors and Executive Officers

Ross R. Moody of Austin, Texas, the President and Chief Executive Officer and a director of the Company, is the stepson of Ann M. Moody and the half-brother of Frances A. Moody-Dahlberg.  Frances A. Moody-Dahlberg of Dallas, Texas, a director of the Company, is the daughter of Ann M. Moody and the half-sister of Ross R. Moody.  E. Douglas McLeod of Galveston, Texas, a


director of the Company, is the brother of Ann M. Moody.  Ann M. Moody, of Galveston, Texas, a director of the Company, is the sister of E. Douglas McLeod, mother of Frances A. Moody-Dahlberg, and stepmother of Ross R. Moody.

8

Please read "Compensation Discussion and Analysis" below for information regarding the payments and awards we made to our Named Executive Officers during 2018.2019.

Transactions with Related Persons, Promoters, and Certain Control Persons

Robert L. Moody, Jr. ("Mr. Moody, Jr.") is the son of Robert L. Moody, Sr. the Company's controlling stockholder and, Chairman Emeritus of the Board of Directors, the stepson of Ann M. Moody, a director of the Company, and is the brother of Ross R. Moody, the Company's Chairman, President and Chief Executive Officer, and half-brother of Frances A. Moody-Dahlberg who serves as a director of the Company.

Mr. Moody, Jr. wholly owns an insurance marketing organization that maintains domestic and international agency contracts with NWLIC pursuant to which agency commissions are paid in accordance with NWLIC's standard commission schedules. Mr. Moody, Jr. also maintains an independent agent contract with NWLIC for policies personally sold under which commissions are paid in accordance with standard commission schedules.  In 2018,2019, commissions paid under these agency contracts aggregated approximately $123,675.$131,974.


During 2018,2019, management fees totaling $680,034$181,338 were paid to Regent Management Services, Limited Partnership ("RMS") for services provided to downstream nursing home subsidiaries of NWLGI.  RMS is 1% owned by general partner RCC Management Services, Inc. ("RCC"), and 99% owned by limited partners, the Three R Trusts.  RCC is 100% owned by the Three R Trusts.  The Three R Trusts are four Texas trusts for the benefit of the children of Robert L. Moody, Sr. (Robert L. Moody, Jr., Russell S. Moody, Ross R. Moody, and Frances A. Moody-Dahlberg).


NWLIC holds an investment totaling approximately 9.5%9.4% of the issued and outstanding Class A shares of Moody Bancshares, Inc. ("Bancshares") at December 31, 2018.  Moody2019.  The Three R Trusts own all of the outstanding Class B shares and approximately 50.3% of the Class A shares of Bancshares. The Class B shares elect a majority of the members of the Bancshares Inc.Board of Directors. Bancshares owns 100% of the outstanding shares of Moody Bank Holding Company, Inc., which owns approximately 98% of the outstanding shares of The Moody National Bank of Galveston ("MNB"). The ultimate controlling person of MNB are the Three R Trusts. NWLIC utilizes MNB for the company's general banking services and for certain bank custodian services as well as for certain administrative services with respect to the company's defined benefit and contribution plans.  During 2018,2019, fees totaling $602,564$774,482 were paid to MNB with respect to these services. In 2009 the company entered into a revolving credit loan agreement with MNB, pursuant to which MNB granted to the company a revolving line of credit up to the principal amount of $40,000,000, and executed a Master Repurchase Agreement with MNB providing for the overnight investment of company cash balances.  The revolving credit loan agreement was renewed with MNB during 2013, 2015, and most recently in 2018, under generally the same terms and conditions except for an increase in the principal amount to up to $75,000,000 in 2018.  During 2017, MNB sold a 50.0% undivided participation in a mortgage loan to The Westcap Corporation for $7.2 million, and a 50.0% participation in another mortgage loan to National Western for $5.5 million. The Westcap Corporation and National Western will receive 50.0% of all future cash receipts which will be recognized over the life of the loans. The mortgage loan investment for The Westcap Corporation was paid in full during 2018 and the National Western investment had a balance of $5.0 million as ofwas paid in full during the year ended December 31, 2018.2019.


During 2018,2019, NWLIC paid American National Insurance Company ("ANICO") $699,950$713,033 in premiums for certain company sponsored benefit plans and $2,886,920$2,903,053 in reimbursements for claim costs for which ANICO provides third party administrative services.  ANICO paid the company $3,007,209$3,024,013 in premiums for its company sponsored benefit plans.  The company maintains an investment management agreement with American National Registered Investment Advisor, Inc., a subsidiary of ANICO, under which $45,540$45,391 was paid for services in 2018.  The company executed a two year agreement in April 2014 with an automatic 1 year renewal with ANICO for a disaster recovery site2019. Robert L. Moody, Sr. serves as Chairman Emeritus and incurred expensesRoss R. Moody serves as Chairman of $18,000 during 2018 associated with this agreement.the Board of ANICO.

During 2015, ANICO sold a 24.93% undivided participation in a mortgage loan to The Westcap Corporation, a wholly owned subsidiary of NWLIC, for $20.0 million. The Westcap Corporation will receive 24.93% of all future cash receipts, which will be recognized over the life of the loan. The mortgage loan investment had a balance of $19.4$19.0 million as of December 31, 2018.2019.

Review, Approval, and Ratification of Transactions with Related Persons

In accordance with the Company's Audit Committee Charter, related party transactions must be reviewed and approved by the Audit Committee of the Board of Directors, both at inception and on an ongoing basis.  Periodic reports of potential related party transactions are brought to the attention of the Audit Committee by management and the Audit Committee reviews the information on a case by case basis to determine if any transaction is a related party transaction.  The standard of review for any related party


transaction is that the transaction must be fair to the Company and the transaction must be no more favorable to the related party than a similar arm's length transaction with a non-related party.

9

Other than the requirements contained in the Audit Committee Charter, memorandums, and documentation of review and approvals, , the Company has not adopted written procedures for review of, or written standards for approval of, these transactions.

INFORMATION RELATING TO OUR BOARD OF DIRECTORS
AND CERTAIN COMMITTEES OF OUR BOARD OF DIRECTORS

The Board of Directors

Our business is managed through the oversight and direction of our Board of Directors.  The Board of Directors currently has nine members and, as detailed in Proposal 1, it recommends a Board of Directors comprised of nine members for the ensuing year.

Meetings of the Board of Directors

During 2018,2019, the Board of Directors held a total of seven meetings.  In addition to meetings, the Board of Directors acts by written consent from time to time but did not do so during 2018.2019.  All of the current directors that were members of the Board of Directors during 20182019 attended more than 75% of the meetings.  Each such director attended more than 75% of the meetings of the committees of which he is a member that were held during 2018.2019.

Attendance at Annual Meetings of Stockholders

We encourage but do not require the members of our Board of Directors to attend the annual meeting of stockholders.  Eight of the then current members of the Board of Directors attended the 20182019 annual meeting of stockholders.

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 more than 50% of the voting power for the election of directors is held by Robert L. Moody, Sr.

through the Moody Revocable Trust.

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, and E. J. Pederson are "independent directors" as such term is defined in NASDAQ Listing Rule 5605(a)(2).  The independent directors met in executive session on threetwo separate occasions during 2019.
2018.

TheAs described under "Committees of the Board of Directors" below, the Compensation and Stock Option Committee, the Audit Committee, and the AuditNominating 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.  Ross R. Moody and Charles D. Milos are not "independent directors" because they are our Chairman of the Board, President and Chief Executive Officer, and NWLIC's Senior Vice President - Mortgage Loans and Real Estate, respectively.  Ann M. Moody and Frances A. Moody-Dahlberg are not "independent directors" because they are Family Members, as defined by NASDAQ Listing Rule 5605(a)(2), of an individual who is employed by the Company as an Executive Officer.


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 concern 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 and Stock Option 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 NWLIC's designated Chief Risk Officer.

10

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, 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

NWLGI's Board of Directors has a standing and separately designated Audit Committee, and a Compensation and Stock Option Committee. Additionally, NWLIC's Board of Directors maintains an Executive Committee, and an InvestmentNominating Committee.  Information regarding each of these committees is set forth below.

Audit Committee

The Audit Committee of the Board of Directors consists of four non-employee directors.  Pursuant todirectors, all of whom are independent as required by the NASDAQ Listing Rules and federal securities laws, all of the members of the Audit Committee are independent.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; oversight of 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 2018,2019, the Audit Committee held 10 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, 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. The Audit Committee will be comprised solely of "independent director" nominees elected at the Annual Meeting.

Compensation and Stock Option Committee

The Compensation and Stock Option Committee ("Compensation Committee") of the Board of Directors consists of four independent, outside directors and 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 2018,2019, and its charter is available on the Company's website at www.nwlgi.com.


Nominating Committee



DIRECTOR NOMINATIONS

The Company 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. Therefore,Notwithstanding such exemption, the Company's Board of Directors, in aggregate overseesas a matter of good corporate governance, established an independent Nominating Committee at its regular meeting held on April 24, 2020.

The Nominating Committee is primarily responsible for identifying individuals qualified to become Board members and, beginning with the 2021 annual meeting of stockholders of the Company, will annually recommend to the Board the director nomination process.nominees proposed for election at the annual meeting. The director nominees for the 2020 annual meeting of stockholders were already selected and approved by the Board of Directors at the time of establishing the Nominating Committee, and all of the independent directors voted in favor of nominating all of the director candidates.

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. Pursuant to its Charter, the Nominating Committee’s process for identifying and evaluating director candidates will be
11

consistent with the approach that has been used by the full Board, as discussed below in the “Director Nominations and Qualifications” discussion.

DIRECTOR NOMINATIONS AND QUALIFICATIONS

In evaluating potential director candidates, the Board of Directors considers the appropriate balance of experience, skills, and characteristics required of the Board of Directors.  The Board of Directors selects director nominees based on their personal and professional integrity, depth and breadth of experience, ability to make independent analytical inquiries, understanding of and familiarity with our business, willingness to devote adequate attention and time to duties of the Board of Directors, and such other criteria as is deemed relevant by the Board of Directors.  The Company’s Board of Directors believes that the backgrounds and qualifications of the directors, considered as a group, should provide a diverse mix of experience, knowledge, viewpoints, and skills.  The Board of Directors considers the effectiveness of this policy and the effectiveness of the Board of Directors generally in the course of nominating directors for election.

In identifying potential director candidates, the Board of Directors relies on recommendations made by current directors and officers.  In addition, the Board of Directors may engage a third party search firm to identify and recommend potential candidates.  Finally, the Board of Directors will consider candidates recommended by stockholders.

Each candidate for director (regardless of whether recommended by a stockholder) must possess at least the following minimum qualifications:
•Each candidate shall be prepared to represent the best interests of all of our stockholders and not just one particular constituency.
•Each candidate shall be an individual who has demonstrated integrity, honesty, and ethics in his or her professional life.
•Each candidate shall be prepared to participate fully in Board of Director activities, including attendance at, and active participation in, meetings of the Board of Directors and the committees of which he or she is a member, and not have any other personal or professional commitments that would, in the Board of Directors' sole judgment, interfere with or limit his or her ability to do so.
•Each candidate shall possess a general appreciation for the issues confronting a public company of our size and operational scope, including corporate governance concerns, the regulatory obligations of a public company, strategic business planning, competition in a global business economy, and basic concepts of corporate finance.
•Each candidate shall be free of any legal or regulatory impediment to service on the Board of Directors.

In addition, the Board of Directors also considers it desirable that candidates possess the following qualities or skills:
•Each candidate should have knowledge of insurance company regulations or of regulated industries in general, and be able to meet any specific qualifications imposed by regulators on insurance company executives and directors.
•Each candidate should contribute positively to the existing chemistry and collaborative culture among board members.
•Each candidate should possess strategic contacts and involvement in business and civic affairs.

In addition to the foregoing qualifications and qualities, the Board and the Nominating Committee believe it is valuable for Board members to represent a diversity of perspective, experience, skill, education, gender, race, age, ethnicity, religion, disability, and geographic origin whenever possible.The Board and the Committee believe such diversity can provide broader insight into the views and priorities of the Company’s diverse stockholders, customers, employees, and agents. Therefore, the Company is committed to considering candidates to the Board regardless of gender, race, ethnicity, religion, disability, and national origin. Any search firm retained to assist the Committee in seeking candidates for the Board will affirmatively be instructed to seek to present women and minority candidates.

Any stockholder wishing to recommend a director candidate for consideration by the Board of Directors in connection with the 20202021 annual meeting of stockholders must provide written notice not later than January 3, 20208, 2021 to the Corporate Secretary at our principal executive offices located at 10801 N Mopac Expy Bldg 3, Austin, TX 78759.  Any such notice should clearly indicate that it is a recommendation of a director candidate by a stockholder and must set forth (i) the name, age, business address, and residence address of the recommended candidate, (ii) the principal occupation or employment of such recommended candidate, (iii) the class and number of shares of the Company which are beneficially owned by such recommended candidate, (iv) a description of all understandings or arrangements between the stockholder and the recommended candidate and any other person or persons pursuant to which the recommendations are to be made by the
12

stockholder, and (v) any other information relating to such recommended candidate that is required to be disclosed in solicitations of proxies for the election of directors.  In addition, such notice must contain (i) a representation that the stockholder is a holder of record of stock of the Company entitled to vote at such meeting, (ii) the name and address, as they appear on the Company's books, of the stockholder proposing such nomination, (iii) the class and number of shares of the Company that are beneficially owned by such stockholder, (iv) any material interest of the stockholder in such recommendation, and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, in such stockholder's capacity as proponent of a stockholder proposal.  Assuming that a stockholder recommendation contains the information required above, the Board of Directors will evaluate a candidate recommended by a stockholder by following substantially the same process, and applying substantially the same criteria, as for candidates identified through other sources.



DIRECTOR QUALIFICATIONS

NWLGI Director Nominees

Each candidate for director (whether or not recommended by a stockholder) must possess at least the following minimum qualifications:

Each candidate shall be prepared to represent the best interests of all of our stockholders and not just one particular constituency.
Each candidate shall be an individual who has demonstrated integrity, honesty, and ethics in his or her professional life.
Each candidate shall be prepared to participate fully in Board of Director activities, including attendance at, and active participation in, meetings of the Board of Directors and the committees of which he or she is a member, and not have any other personal or professional commitments that would, in the Board of Directors' sole judgment, interfere with or limit his or her ability to do so.
Each candidate shall possess a general appreciation for the issues confronting a public company of our size and operational scope, including corporate governance concerns, the regulatory obligations of a public company, strategic business planning, competition in a global business economy, and basic concepts of corporate finance.
Each candidate shall be free of any legal or regulatory impediment to service on the Board of Directors.


In addition, the Board of Directors also considers it desirable that candidates possess the following qualities or skills:

Each candidate should have knowledge of insurance company regulations or of regulated industries in general, and be able to meet any specific qualifications imposed by regulators on insurance company executives and directors.
Each candidate should contribute to the Board of Director's overall diversity – diversity being broadly construed to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as gender, race, and ethnicity differences, as well as other differentiating characteristics.
Each candidate should contribute positively to the existing chemistry and collaborative culture among board members.
Each candidate should possess strategic contacts and involvement in business and civic affairs.
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, Rey Perez,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.


CODE OF 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.


COMPENSATION AND STOCK OPTION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2018,2019, Dr. Thomas A. Blackwell, David S. Boone, Stephen E. Glasgow, and E. J. Pederson served as members of our Compensation Committee.  None of the members of our Compensation Committee is currently, or has been at any time since our formation, one of our officers or employees.

None of the Company's executive officers serve as a member of the compensation committee of any company that has an executive officer serving on the Company's Board of Directors.  In addition, none of the Company's executive officers serve as a member of the board of directors of any company that has an executive officer serving as a member of the Company's compensation and stock option committee.

13


COMPENSATION DISCUSSION AND ANALYSIS

Purpose

This Compensation Discussion and Analysis (CD&A) is intended to explain to stockholders 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 2018)2019). 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 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 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 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, independent compensation consultants who report directly to the members of the Compensation Committee.  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. Ross R. Moody, our Chairman, President and Chief Executive Officer, and K. Kennedy Nelson,Rey Perez, NWLIC's President and Chief Operating Officer, concerning executive officers and key employees other than themselves.  Specifically, Mr. Moody and Ms. NelsonMr. 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:

•Provide a competitive total compensation package so the Company can attract, retain, and motivate talented individuals;
•Tie compensation in part to overall Company financial performance through performance share units and variable bonus awards so that executives are held accountable through their compensation for the performance of the business thus maintaining a certain amount of compensation at risk;
•Tie compensation in part to the Company's stock performance through stock appreciation rights, performance share units, and restricted stock units to align executives' interests with those of the Company's stockholders; and
•Maintain a committee of the Board of Directors independent of senior management that may engage independent compensation consultants as needed to review and establish compensation 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, and using long-term incentives following equity practices that limit the potential for timing awards.
14



Elements of Executive Compensation

Officer compensation arrangements, including 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:

•Base salary;
•Annual cash incentive bonus based on Company performance versus predetermined targets;
•Discretionary cash bonus based upon individual performance; and
•Long-term incentive compensation in the form of stock appreciation rights, restricted stock units, and performance share units.
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 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 most recently completed by Towers Watson during calendar years 2018 and 2016.  The primary focus of the surveys was upon incentive compensation plan designs, with the 2016 survey focused on long term incentive compensation and the 2018 survey on overall market competitiveness.  The Compensation Committee’s practice has been to generally target base salaries between the 25th and 7550th percentile range, excluding incentive compensation, of the identified peer group.

For the survey conducted in 2016, Towers Watson evaluated the Company's long term incentive compensation program for officers relative to other comparable companies, including American Equity Investment Life, Citizens Insurance Company, CNO Financial, FBL Financial Group, Kansas City Life Insurance, Lincoln National, Protective Life, Stancorp Financial, and Torchmark. The findings and recommendations from this survey were incorporated into the long term incentive grants awarded in 2017, 2018, and 2019.

For the most recent survey conducted in 2018, Towers Watson analyzed NWLIC's incentive compensation programs for officers relative to other comparable financial services companies. The findings of this survey were incorporated into NWLIC's various incentive compensation programs for officers for calendar yearyears 2018, 2019, and again for 2019.2020. Previously, the Company had engaged Towers Watson to perform similar benchmarking studies and these findings were incorporated into prior year programs.

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 Ms. K. Kennedy NelsonMr. Rey Perez concerning the other Company officers incorporating 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.
 
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.  In 20182019 there were fivethree officer bonus programs in effect whichthat were reviewed and approved by the Compensation Committee.  The Compensation Committee has approved incentive bonus programs for 2019 2020
15

incorporating the survey results mentioned previously and consequently there are now only twoagain three officer bonus programs.  The 20182019 Bonus Programs


Program in which our Named Executive Officers participated were the Executive Officer Bonus Program,was the Officer Bonus Program, and the Domestic Marketing Officer Bonus Program.

Executive Officer Bonus Program.  The two participants in the Executive Officer Bonus Program ("ExecutiveOfficer Bonus") during 20182019 were the NWLIC Chairman and Chief Executive Officer (Mr. Ross R. Moody) and, the then NWLIC President and Chief Operating Officer (Ms. K. Kennedy Nelson), the then NWLIC Executive Vice President, Chief Legal Officer and Secretary (Mr. Rey Perez), the NWLIC Senior Vice President, Chief Financial Officer and Treasurer (Mr. Brian M. Pribyl), and the Senior Vice President, Mortgage Loans and Real Estate (Mr. Charles D. Milos).  In order to tie the compensation under the program with the Company's financial performance, the ExecutiveOfficer Bonus includes metrics associated with NWLIC's annual sales performance, expense management, and the Company's profitability. In accordance with the program, the Compensation Committee set performance targets for each metric at variousdifferent levels equating to various bonus level percentages as follows:

Chairman and CEO/ExecutiveSenior
President and COOVice PresidentVice President
Financial Performance Metric Bonus % Range
  
Sales 0% to 45%0% to 17.5%0% to 11.25%
Expense Management 0% to 45%0% to 17.5%0% to 11.25%
Profitability 0% to 60%0% to 30%0% to 22.5%

The sum of the achieved bonus percentages for each metric, subject to a maximum aggregate percentage of 75%150% for Ms. Nelson,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.  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 Executive Bonusbonus payments made in 20182019 were based upon the results achieved for 20172018 financial performance metrics established by the Compensation Committee and the ExecutiveOfficer Bonus payments earned based on 20182019 financial performance were paid in March 2019.  2020.  

The bonus percentagepercentages achieved under the programprograms in 2017 was 55%2018 as a percentage of the participant's base salary.salary were 72.5% for the Chairman and CEO and the President and COO and 28.75% for Senior Vice Presidents (there was not an Executive Vice President level in the 2018 program).  The 20182019 bonus percentage achieved was comprised of 7.5% forthe Sales, 15.0% for Expense Management, and 50.0% for Profitability financial metrics as shown in the following table.tables.

Chairman and CEO

Financial Performance Metric MinimumTarget Level MaximumAchieved Level Bonus %
      
Annuity Sales $700.0400.0 million$650.0 million $404.1800.0 million$254.0 million 0.00%
InternationalForeign National Life Sales $14.01.9 million$2.5 million $6.12.9 million$0.0 million 0.00%
Domestic Life Sales $25.024.5 million$37.5 million $24.646.5 million$26.0 million 7.505.00 %
Total Sales Metric   7.505.00 %
Expense Management 109% actual/target100% actual/target 104.87%96.5% actual/target101.3% actual/target 15.0030.00 %
Profitability 0.800.65 - 0.90%0.75% ROA0.85 - 0.95% ROA 0.917%1.05% ROA1.208% ROA 50.0055.00 %
Total Bonus Percentage   72.5090.00 %

For information regarding awards made in 2018 to our Named Executive Officers, see the Summary Compensation Table on page 23.

Officer Bonus Program.
  Participants in the Officer Bonus Program ("Officer Bonus") are all NWLIC officers not otherwise included in one of the other officer bonus programs and include the Named Executive Officer positions of Senior Vice President, Chief Financial Officer and Treasurer (Mr. Brian Pribyl) and the Senior Vice President, Mortgage Loans and Real Estate (Mr. Charles D. Milos).  The Officer Bonus is essentially comparable to the Executive Bonus, except for the bonus award percentages, incorporating three measurable performance metrics associated with NWLIC's annual sales performance, expense management, and the Company's profitability.  In accordance with the program, the Compensation Committee set performance targets for each metric at various levels equating to various bonus level percentages as follows (senior vice president percentages shown):


16


President and COO

Financial Performance MetricBonus % Range
Sales0% to 11.25%
Expense Management0% to 11.25%
Profitability0% to 22.5%



The sum of the achieved bonus percentages for each metric, subject to a maximum aggregate percentage of 45.0%, 22.5% and 11.75% for senior vice presidents, vice presidents, and assistant vice presidents, respectively, is applied to the base salary for each participant approved by the Compensation Committee to determine the earned bonus amount.  Like the Executive Bonus, 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 Senior Vice President Bonus payments in 2018 were primarily based upon the results achieved for 2017 financial performance metrics established by the Compensation Committee.  The bonus percentage for senior vice presidents achieved in 2017 under the program was 22.5%.  The 2018 senior vice president bonus percentage achieved is comprised of 2.5% for Sales, 6.25% for Expense Management, and 20.0% for Profitability as shown in the following table.

Financial Performance MetricMinimumTarget Level MaximumAchieved Level Bonus %
      
Annuity Sales $700.0400.0 million$650.0 million $404.1800.0 million$254.0 million 0.00%
InternationalForeign National Life Sales $14.01.9 million$2.5 million $6.12.9 million$0.0 million 0.00%
Domestic Life Sales $25.024.5 million$37.5 million $24.646.5 million$26.0 million 2.505.00 %
Total Sales Metric   2.505.00 %
Expense Management 109% actual/target100% actual/target96.5% actual/target101.3% actual/target 104.87% actual/target6.2530.00 %
Profitability 0.800.65 - 0.90%0.75% ROA0.85 - 0.95% ROA1.05% ROA1.208% ROA 0.917% ROA20.0050.00 %
Total Bonus Percentage   28.7585.00 %

Executive Vice President
For information regarding awards made in
2018 to our Named Executive Officers, see the Summary Compensation Table on page 23.


Domestic Marketing Officer Bonus Program.  Participants in the Domestic Marketing Officer Bonus Program (“Domestic Bonus”) are all NWLIC domestic marketing officers including assistant vice presidents, vice presidents, and the senior vice president.  As these individuals are most able to influence the outcome of NWLIC’s financial performance in terms of sales, the program is heavily weighted toward this metric.  The measures associated with this program include NWLIC’s annual sales performance, persistency of policies sold, and expense management.  These measures were incorporated into the program to award not only the amount of sales but the quality of sales and the management of the costs incurred to acquire the business sold.  Unlike the Executive Bonus, the Domestic Bonus metrics assume a targeted level of performance or “par” level to which the Compensation Committee assigned a targeted bonus percentage in order to reflect a disproportionate weighting of the potential bonus award toward the sales metric.  If the targeted par level for each metric is attained, the sum of the metrics is equal to a bonus percentage of 100% which is applied to the average weighted base salary of each vice president and senior vice president participant while one-half, or 50%, is applied to the average weighted base salary of each assistant vice president participant as approved by the Compensation Committee.  The performance metrics set by the Compensation Committee equating to various bonus level percentages under the program are as follows:

Financial Performance MetricPar BonusMinimumTarget LevelMaximumAchieved LevelBonus % Range
Annuity Sales80%$400.0 million0% to no limit$650.0 million$800.0 million$254.0 million0.00 %
PersistencyForeign National Life Sales10%$1.9 million0% to 16%$2.5 million$2.9 million$0.0 million0.00 %
Domestic Life Sales$24.5 million$37.5 million$46.5 million$26.0 million2.50 %
Total Sales Metric2.50 %
Expense Management10%109% actual/target0% to 15.0%100% actual/target96.5% actual/target101.3% actual/target12.50 %
Profitability0.65 - 0.75% ROA0.85 - 0.95% ROA1.05% ROA1.208% ROA27.50 %
Total Bonus Percentage42.50 %

The Domestic Bonus also differs from the Executive Bonus in that the composite bonus percentage is not subject to a cap and bonus amounts may be advanced quarterly based upon the year-to-date results achieved.  Life insurance sales metric amounts under the program above the par level increase incrementally with an additional bonus percentage added for every increment of additional life insurance sales established by the Compensation Committee (annuity sales are subject to a cap).  However, if the aggregate sum of the three performance metrics exceeds 100%, the bonus award paid at the end of the calendar year is limited to 100% for each participant.  The bonus percentage above 100% is applied to the weighted average base salaries of all participants to create a pool which is paid out to participants in the subsequent calendar year based upon the recommendation of the Domestic Marketing senior vice president and subject to approval by the Chairman,
Senior Vice President and Chief Executive Officer.  The Domestic


Financial Performance MetricMinimumTarget LevelMaximumAchieved LevelBonus %
Annuity Sales$400.0 million$650.0 million$800.0 million$254.0 million0.00 %
Foreign National Life Sales$1.9 million$2.5 million$2.9 million$0.0 million0.00 %
Domestic Life Sales$24.5 million$37.5 million$46.5 million$26.0 million2.08 %
Total Sales Metric2.08 %
Expense Management109% actual/target100% actual/target96.5% actual/target101.3% actual/target8.75 %
Profitability0.65 - 0.75% ROA0.85 - 0.95% ROA1.05% ROA1.208% ROA20.00 %
Total Bonus Percentage30.83 %
Bonus percentage achieved under the program in 2017 was 72.5%. The 2018 bonus percentage achieved was comprised of 55.0% for Sales, 10.0% for Persistency, and 0.0% for Expense Management as shown in the following table.
Financial Performance Metric Target Level Achieved Level Bonus %
       
Annuity Sales $700.0 million $404.1 million 10.00%
Domestic Life Sales $25.0 million $24.6 million 45.00%
Total Sales Metric     55.00%
Annuity Persistency 100.0% 101.5% 5.00%
Domestic Life Persistency 100.0% 100.6% 5.00%
Total Persistency Metric     10.00%
Expense Management 100% actual/target 111.4% actual/target 0.00%
Total Bonus Percentage     65.00%

For information regarding awards made in 20182019 to our Named Executive Officers, see the Summary Compensation Table on page 23.


Discretionary Bonus Awards

The Compensation Committee considers from time-to-time circumstances which merit the need to recognize outstanding performance in the form of 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 recognition bonuses to identified officers where the demands of the situation and the results of the effort warrant such recognition. There were no discretionary bonuses awarded in 20182019 to the Named Executive Officers.


17

Long-Term Incentive Compensation

Under the Company's 1995 Stock and Incentive Plan and 2008 Incentive Plan, the Compensation Committee provides Company officers with long-term incentive awards through grants of stock options or stock appreciation rights ("SARs") directly aligning the interest of the officers with stockholder interests. The stock options and SARs have a graded five-year vesting period that begins on the third anniversary date of the grant in order to promote a long-term perspective and to encourage key employees to remain at the Company. All options and SARs to date have been granted at the fair market value of the Company's Class A Stock on the date of the grant. The Compensation Committee believes that stock options and SARs are inherently performance-based and a form of at-risk compensation since the recipient does not benefit unless the Company's common stock price subsequently rises.

On June 15, 2016, stockholders of NWLGI approved the Incentive Plan, which is a stock and incentive plan amending and restating the 2008 Plan. The Incentive Plan includes additional provisions, most notably 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 predetermined target performance metrics. Certain awards, such as restricted stock units ("RSUs") provide solely for cash settlement based upon the market price of the Company's Class A common shares, 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 performance share units ("PSUs") which are units granted at a specified dollar amount per unit, typically linked to the Company's Class A common share price, that are subsequently multiplied by an attained performance factor to derive the number of PSUs to be multiplied by the Company's Class A common share price on the vesting date to arrive at the cash compensation at 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 the Chairman, President and Chief Executive Officer and NWLIC's President and Chief Operating Officer for other officers.



The Compensation Committee may consider making grants at any time but generally coordinates the issuance of grants concurrent with its annual review of officer compensation.  On December 12, 2018,11, 2019, the Company granted 12,59019,060 SARs, 5,0706,427 PSUs, and 3,1494,195 RSUs to officers of NWLICNWLIC. The stock award price of $252.91 was based uponon the closing market price per20-day average of NWLGI's Class A common share of $303.77.closing market price up to and including the grant date. The SARs will vest annually at a rate of 33.3% per year from the date of grant and the PSUs and RSUs vest three years from the date of grant. The RSUs are payable in cash at the vesting date equal to the closing price20-day average of the Company's Class A common share at that time.closing market price up to and including the grant vesting date. For PSUs, the performance period begins the first day of the calendar year, in this case January 1, 2018,2019, and runs three years. At that time, the three-year performance outcome will be measured against the pre-defined target amounts to determine the number of PSUs earned as compensation. Included in these grants were the following SARs, RSUs, and PSUs to Named Executive Officers.

SAR GrantRSU GrantPSU Grant
12/11/1912/11/1912/11/19
Ross R. Moody9,5092,0924,184
K. Kennedy Nelson———
Brian M. Pribyl465102205
Charles D. Milos38885171
Rey Perez1,146252504

18
  SAR Grant RSU Grant PSU Grant
  12/12/18 12/12/18 12/12/18
       
Ross R. Moody 6,798 1,700 3,399
       
K. Kennedy Nelson 910 228 455
       
Brian M. Pribyl 332 83 166
       
Charles D. Milos 279 70 139
       
R. Bruce Wallace 227 57 114


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, as well as those hired or promoted to the vice president level prior to May 1, 2007, 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 Defined Benefit Plan

This plan covers those officers of NWLIC who were in a senior vice president position or above prior to 1991. The plan provides retirement benefits to those individuals affected by the revisions to NWLIC’s qualified defined benefit pension plan precipitated by the limitations imposed by Internal Revenue Code Sections 401(a)(17) and 415. As of December 31, 20182019 and 2017,2018, the currently active Named Executive Officer participating in this plan is Mr. Charles D. Milos. Benefits associated with this plan are disclosed in the Pension Benefits table in the Pension Benefits section.

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 National Western Life Insurance Company

Similar to the immediately preceding plan, this plan specifically covers NWLICs 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" columm 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. Robert L. Moody, Sr. and Mr. Ross R. Moody currently meet 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.
19


The perquisites and personal benefits provided to each Named Executive Officer are reported in the "All Other Compensation Column" of the Summary Compensation Table included in this Compensation Discussion and Analysis and are described in further detail in the footnotes to that table.

Stock Ownership Guidelines

The Company does not require that its 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 shareholders.

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 as notedfor the change in control agreements with our Named Executive Officers described below, regarding Mr. Ross R. Moody, as of December 31, 2018,2019, the Company does not have any contractual obligations to its executive officersNamed Executive Officers for severance payments in connection with any termination or change-in-control.

In December 2017,2019, we entered into a Change in Control & Severance Agreement with Mr. Ross R. Moody. The term of thethis agreement for involuntary termination without cause or disability ends two years from the effective date (December 21, 2017) and16, 2019) with respect to an involuntary termination without cause in the absence of a “change in control,” as defined in the agreement. Following any change in control, the term of the agreement ends on the third anniversary following aof such change in control, as defined in thecontrol. The agreement for termination of employment following a change in control (discussed below under "Potential Payments Upon Terminationalso terminates upon Mr. Moody’s earlier death or Change in Control"), unless terminated earlier pursuantincapacity. Pursuant to the terms of the agreement. Mr. Moody's annual base salary in 2018 was $1,006,355, and during the employment period he is eligible for an annual cash bonus, with a maximum annual bonus opportunity of 150% of his annual base salary, conditioned on the attainment of certain performance conditions and the discretion of the Compensation and Stock Option Committee. During the employment period,this agreement, Mr. Moody will receive employee benefits on a basis no less favorable than those provided to our other senior executives, including participation in the Company's Incentive Plan. Mr. Moody, along with other officers, was granted long term incentive compensation awards in 2018 and is eligible to receive grants and awards under the Company's Incentive Plan. Mr. Moody is also eligible to receive certain severance benefits, including enhanced severance benefits, if there is a qualifying termination of employment within three years following a "changechange in control."

In February 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. The 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 Mr. Moodyeach of the Named Executive Officers would have been eligible to receive as of December 31, 2018.2019 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. The Compensation Committee believes that such an issue is best addressed at the time it occurs and all facts and circumstances surrounding the restatement are known.



Tax and Accounting Treatment of Compensation

Historically, section 162(m) of the Internal Revenue Code generally disallowed a tax deduction to public corporations for non-performance based compensation over $1 million paid in any one year to each of the individuals who were, at the end of the year, the corporation's chief executive officer and the four other most highly compensated executive officers. As of 2018, the Tax Cuts and Jobs Act signed into law on December 22, 2017 eliminates the performance based exception to the $1 million
20

deduction limit. As such, the Company may no longer take a deduction for any compensation paid to the corporation's chief executive officer, chief financial officer, and the other three most highly compensated executive officers in excess of $1 million, but the Act preserved the exception for "written binding contracts" in effect as of November 2, 2017, so long as such contracts are not materially modified after that date. Except for the Chairman and Chief Executive Officer of the Company, the levels of non-performance based salary, bonus, and other compensation paid do not typically exceed this level.

The Compensation Committee generally seeks ways to limit the impact of Section 162(m) but reserves the right to award compensation to executive officers that may not qualify under Section 162(m) as deductible compensation, and it will continue to consider all elements of cost to the Company of providing such compensation, including the potential impact, if any, of Section 162(m).

The Company accounts for long-term incentive compensation in the form of stock options, 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, 20182019
 
Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights (#) (a)Weighted-average exercise price of outstanding options, warrants and rights ($) (b)Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#) (c)
Equity compensation plans approved by security holders——291,000
Equity compensation plans not approved by security holders———
Total                         ——291,000

21



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. Thestockholders.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 Proxy Statement on Schedule 14A.

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 proxy statement into any filing under 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.
22


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, 2019, 2018,, 2017, and 2017.
2016.

Name and
Principal Position		YearSalary (a)Stock/Option/SAR/RSU/PSU
Awards (b)		Non-Equity Incentive Plan
Compensation		 Change in Pension Value and Nonqualified Deferred
Compensation
Earnings (d)		All Other Compensation (e)Total
Ross R. Moody2019$1,096,020$2,275,801$929,268(c)$5,357,667$98,228$9,756,984
President and Chief2018$1,071,354$2,216,454$729,607$24,103$103,391$4,144,909
Executive Officer2017$1,055,872$4,110,667$542,642$937,790$109,709$6,756,680
K. Kennedy Nelson(1)
2019$466,838$0$391,713(c)$226,481$36,907$1,121,939
Former NWLIC2018$455,160$288,781$64,111-$42,287$39,546$1,066,841
President & Chief Operating Officer2017$438,885$539,886$55,285$36,386$28,720$1,281,414
Brian M. Pribyl2019$344,986$108,123$103,749(c)$184,097$34,375$775,330
Senior Vice President,2018$333,959$105,302$94,288-$84,723$35,774$484,600
Chief Financial Officer & Treasurer2017$334,210$199,958$71,991$26,438$30,027$662,624
Charles D. Milos2019$327,521$168,550$86,956(c)$899,646$37,035$1,519,708
Senior Vice President,2018$322,874$148,562$79,026$68,458$44,649$663,569
Mortgage Loans & Real Estate2017$318,170$167,744$60,338$187,822$60,696$794,770
        
Rey Perez(2)
2019$291,000$266,317$121,125(c)$54,403$30,461$763,306
NWLIC President &2018$244,707$119,168$68,628-$8,936$27,263$450,830
Chief Operating Officer2017229,025138,34049,73115,73435,116467,946
Name and
Principal Position
 Year Salary (a) 
Stock/Option/SAR/RSU/PSU
Awards (b)
 
Non-Equity Incentive Plan
Compensation
   
Change in Pension Value and Nonqualified Deferred
Compensation
Earnings (f)
 All Other Compensation (g) Total
                 
Ross R. Moody 2018 $1,071,354 $2,216,454 $729,607 (c) $24,103 $103,391 $4,144,909
President and Chief 2017 $1,055,872 $4,110,667 $542,642   $937,790 $109,709 $6,756,680
Executive Officer 2016 $1,016,808 $2,063,287 $336,895   $1,568,133 $84,573 $5,069,696
                 
K. Kennedy Nelson 2018 $455,160 $288,781 $325,641 (c) -$42,287 $39,546 $1,066,841
NWLIC President & 2017 $438,885 $539,886 $64,111   $36,386 $28,720 $1,281,414
Chief Operating Officer 2016 $259,823 $64,241 $55,285   $20,183 $17,835 $405,837
                 
Brian M. Pribyl 2018 $333,959 $105,302 $94,288 (d) -$84,723 $35,774 $484,600
Senior Vice President, 2017 $334,210 $199,958 $71,991   $26,438 $30,027 $662,624
Chief Financial Officer & Treasurer 2016 $326,406 $92,953 $53,326   $13,062 $40,897 $526,644
                 
Charles D. Milos 2018 $322,874 $148,562 $79,026 (d) $68,458 $44,649 $663,569
Senior Vice President, 2017 $318,170 $167,744 $60,338   $187,822 $60,696 $794,770
Mortgage Loans & Real Estate 2016 $309,629 $78,000 $44,694   $93,982 $56,527 $582,832
                 
R. Bruce Wallace 2018 $227,281 $72,227 $194,136 (e) -$882 $25,615 $518,377
Senior Vice President, 2017 $90,865 $70,264 $94,312   $1,558 $27,947 $284,946
Chief Life Insurance Marketing Officer 2016 — — —   — — —

Note: Columns with no data have been omitted.

(a)
The 2018 amounts in this column include Company and subsidiary Board of Director fees of $65,000 for Mr. Ross R. Moody, $6,000 for Ms. K. Kennedy Nelson, $12,000 for Mr. Pribyl, and $48,000 for Mr. Milos.
(b)
Grant date fair value computed in accordance with FASB ASC Topic 718.  A discussion of the assumptions underlying the calculations can be found in Note 10 to our Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2018. 2018 values reflect grants awarded on December 12, 2018.
(c)
The amounts for Mr. Moody and Ms. Nelson represent the bonus earned under the 2018 Executive Officer Bonus Program.
(d)The amounts for Mr. Pribyl and Mr. Milos represent the bonus earned under the 2018 Officer Bonus Program.
(e)
The amount for Mr. Wallace represents the bonus earned under the 2018 Domestic Marketing Officer Bonus Program.
(f)The amounts in this column represent the change in the accumulated pension benefit under the Company's qualified defined benefit plan for Ms. Nelson, Mr. Pribyl, and Mr. Wallace and the change in the accumulated pension benefit under the Company's qualified and non-qualified defined benefit plans for Mr. Moody. For a discussion of the assumptions made in the calculation of these amounts, refer to the Notes to Consolidated Financial Statements section of the Annual Report on Form 10-K.
(g)The amounts in this column include the items summarized in the following table:

(1) Ms. Nelson served as NWLIC's President and Chief Operating Officer through December 31, 2019.

(2) Mr. Perez began serving as NWLIC's President and Chief Operating Officer on January 1, 2020. He served as NWLIC's Executive Vice President - Chief Legal Officer from January 2019 through December 2019.

(a)The 2019 amounts in this column include Company and subsidiary Board of Director fees of $63,500 for Mr. Moody, $6,000 for Ms. Nelson, $8,500 for Mr. Pribyl, $6,000 for Mr. Perez, and $45,500 for Mr. Milos.
(b)Grant date fair value computed in accordance with FASB ASC Topic 718.  A discussion of the assumptions underlying the calculations can be found in Note 10 to our Consolidated Financial Statements in our Form 10-K for the fiscal year ended December 31, 2019. 2019 values reflect grants awarded on December 11, 2019.
(c)The amounts for Mr. Moody, Ms. Nelson, Mr. Pribyl, Mr. Milos, and Mr. Perez represent the bonus earned under the 2019 Officer Bonus Program.
(d)The amounts in this column represent the change in the accumulated pension benefit under the Company's qualified defined benefit plan for Ms. Nelson, Mr. Pribyl, and Mr. Perez and the change in the accumulated pension benefit under the Company's qualified and non-qualified defined benefit plans for Mr. Moody and Mr. Milos. For a discussion of the assumptions made in the calculation of these amounts, refer to the Notes to Consolidated Financial Statements section of the Annual Report on Form 10-K.
(e)The amounts in this column include the items summarized in the following table:
23


All Other Compensation
Name and
Principal Position		YearCompany Paid
Benefit
Premiums (a)		Excess Benefit
Claims
Paid (b)		Company Contributions
To Savings
Plans (c)		Company Paid
Taxes/
Insurance		 Other
Perquisites		 Total All Other
Compensation
Ross R. Moody20195,8175,83956,821— 29,751(d) 98,228
President and Chief20185,55610,03155,735— 32,069103,391
Executive Officer20175,4737,76059,370— 37,106109,709
K. Kennedy Nelson(1)
20197,0662,81726,324—70036,907
Former NWLIC20186,8924,85227,102—70039,546
 President & Chief Operating Officer20176,789—21,231—70028,720
Brian M. Pribyl20198,5404,73020,405— 70034,375
Senior Vice President,201811,2422,71120,050— 1,77135,774
Chief Financial20176,8472,55919,921— 70030,027
Officer and Treasurer         
Charles D. Milos201911,5492,35816,878—6,25037,035
Senior Vice President,201811,06726,37816,513—6,73860,696
Mortgage Loans & Real Estate201712,29316,64218,359—9,23356,527
         
        
Rey Perez(2)
201911,7352,34315,390—99330,461
NWLIC President &201811,242—14,314—1,70727,263
Chief Operating Officer201711,0758,32014,014—1,70735,116

(1) Ms. Nelson served as NWLIC's President and Chief Operating Officer through December 31, 2019.
(2) Mr. Perez began serving as NWLIC's President and Chief Operating Officer on January 1, 2020. He served as NWLIC's Executive Vice President - Chief Legal Officer from January 2019 through December 2019.

(a) NWLIC provides its officers additional compensation equivalent to the premiums for health, dental, and accidental death and dismemberment coverage offered to all employees.
(b) The amounts in this column represent claims paid under NWLIC's Group Excess Benefit Program.
(c) The amounts in this column represent NWLIC contributions to NWLIC's qualified and non-qualified savings plans. NWLIC's 401(k) plan is available to all employees with the same contribution criteria.
(d) Mr. Moody's amounts in this column include $12,250 for car expense, $13,656 in credit card membership points, $2,089 in tax preparation fees, $356 in membership dues, and $1,400 in officer and director gifts.
24
Name and
Principal Position
 Year 
Company Paid
Benefit
Premiums (1)
 
Excess Benefit
Claims
Paid (2)
 
Company Contributions
To Savings
Plans (3)
 
Company Paid
Taxes/
Insurance
  
Other
Perquisites
  
Total All Other
Compensation
                 
Ross R. Moody 2018 5,556 10,031 55,735 —  32,069(4) 103,391
President and Chief 2017 5,473 7,760 59,370 —  37,106  109,709
Executive Officer 2016 6,065 5,100 58,736 —  14,672  84,573
                 
K. Kennedy Nelson 2018 6,892 4,852 27,102 —  700  39,546
NWLIC President & 2017 6,789 — 21,231 —  700  28,720
Chief Operating Officer 2016 2,421 694 14,020 —  700  17,835
                 
Brian M. Pribyl 2018 11,242 2,711 20,050 —  1,771  35,774
Senior Vice President, 2017 6,847 2,559 19,921 —  700  30,027
Chief Financial 2016 12,293 8,175 19,729 —  700  40,897
Officer and Treasurer                
                 
Charles D. Milos 2018 11,234 7,677 16,655 —  9,083  44,649
Senior Vice President, 2017 11,067 26,378 16,513 —  6,738  60,696
Mortgage Loans & Real Estate 2016 12,293 16,642 18,359 —  9,233  56,527

                
                 
R. Bruce Wallace 2018 11,183 4,193 9,539 —  700  25,615
Senior Vice President, 2017 2,542 19,881 2,179 —  3,345  27,947
Chief Life Insurance Marketing Officer 2016 — — — —  —  —


(1)NWLIC provides its officers additional compensation equivalent to the premiums for health, dental, and accidental death and dismemberment coverage offered to all employees.
(2)The amounts in this column represent claims paid under NWLIC's Group Excess Benefit Program.
(3)The amounts in this column represent NWLIC contributions to NWLIC's qualified and non-qualified savings plans. NWLIC's 401(k) plan is available to all employees with the same contribution criteria.
(4)
Mr. Moody's amounts in this column include $12,250 for car expense, $13,532 in credit card membership points, $4,200 in tax preparation fees, $687 in membership dues, and $1,400 in officer and director gifts.





Grants of Plan-Based Awards

The following table provides information regarding grants under NWLIC’s 2018 Executive Officer Bonus Program, Officer Bonus Program, and Domestic Marketing2019 Officer Bonus Program for the executive officers named in the Summary Compensation Table.
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (a)
NameThreshold ($)Target ($)Maximum (b) ($)
Ross R. Moody   
2019 Officer Bonus Program:   
Foreign National life sales51,626103,252154,878
Domestic life sales51,626103,252154,878
Annuities sales51,626103,252154,878
Expense management77,439309,756464,634
Company profitability258,130516,260619,512
K. Kennedy Nelson   
2019 Officer Bonus Program:   
Foreign National life sales23,04246,08469,126
Domestic life sales23,04246,08469,126
Annuities sales23,04246,08469,126
Expense management34,563138,252207,378
Company profitability92,168184,336276,503
Rey Perez   
2019 Officer Bonus Program:   
Foreign National life sales7,12511,87316,624
Domestic life sales7,12511,87316,624
Annuities sales7,12511,87316,624
Expense management14,25035,62549,875
Company profitability42,75071,25085,500
Brian M. Pribyl   
2019 Officer Bonus Program:   
Foreign National life sales7,0099,81512,618
Domestic life sales7,0099,81512,618
Annuities sales7,0099,81512,618
Expense management10,51529,44337,855
Company profitability42,06158,88575,709
Charles D. Milos
2019 Officer Bonus Program:
Foreign National life sales5,8748,22710,576
Domestic life sales5,8748,22710,576
Annuity sales5,8748,22710,576
Expense management8,81324,67731,727
Expense management35,25349,35463,455
25

  
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards (a)
Name Threshold ($) Target ($) Maximum (b) ($)
       
Ross R. Moody      
2018 Executive Officer Bonus Program:      
International life sales 50,318 100,636 150,953
Domestic life sales 50,318 100,636 150,953
Annuities sales 50,318 100,636 150,953
Expense management 75,477 301,907 452,860
Company profitability 201,271 402,542 603,813
       
K. Kennedy Nelson      
2018 Executive Officer Bonus Program:      
International life sales 22,458 44,916 67,374
Domestic life sales 22,458 44,916 67,374
Annuities sales 22,458 44,916 67,374
Expense management 33,687 134,748 202,122
Company profitability 89,832 179,664 269,496
       
Brian M. Pribyl      
2018 Officer Bonus Program:      
International life sales 6,831 9,567 12,298
Domestic life sales 6,831 9,567 12,298
Annuities sales 6,831 9,567 12,298
Expense management 10,249 28,696 36,895
Company profitability 40,995 57,393 73,791
       
Charles D. Milos      
2018 Officer Bonus Program:      
International life sales 5,726 8,018 10,308
Domestic life sales 5,726 8,018 10,308
Annuities sales 5,726 8,018 10,308
Expense management 8,590 24,051 30,923
Company profitability 34,359 48,103 61,847
       
R. Bruce Wallace      
2018 Domestic Marketing Officer Bonus Program:      
Domestic life sales 45,456 113,641 No limit
Annuities sales 22,728 68,184 125,005
Domestic life persistency 2,841 11,364 18,182
Annuity persistency 2,841 11,364 18,182
Expense management 5,682 22,728 34,092



Note: Columns with no data have been omitted.
(a)
Amounts that have been or are expected to be paid in 2019 pertaining to the 2018 programs are reflected in the Summary Compensation Table. The 2018Amounts that have been or are expected to be paid in 2020 pertaining to the 2019 programs are reflected in the Summary Compensation Table. The 2019 program bonus amounts are based upon the base salary reflected in the applicable program addendums.
(b)Although the Executive Officer and Officer Bonus Programs have stated maximums per program component, the aggregate bonus amount cannot exceed 150% (75% for the President) and 45%, respectively, of base salaries.


(b)Although the Officer Bonus Program has stated maximums per program component, the aggregate bonus amount cannot exceed 150% for the Chairman and CEO, 130% for the President, 65% for Executive Vice Presidents, and 45% for Senior Vice Presidents, respectively, of base salaries.


The following table provides information regarding stock appreciation right (SAR), performance share unit (PSU), and restricted stock unit (RSU) grants awarded during the year ended December 31, 20182019 under the Company's Incentive Plan for the Named Executive Officers listed in the Summary Compensation Table.

NameGrant DateGrant TypeAll Other Option Awards: Number of Securities Underlying
Award (#)		Exercise or Base Price of Awards ($)Grant Date Fair Value of Awards ($)
Ross R. Moody12/11/19SAR9,509$252.91$623,287
12/11/19PSU4,184$252.91$1,058,175
12/11/19RSU2,092$252.91$529,088
12/11/19RSU258$252.91$65,251
K. Kennedy Nelson12/11/19SAR—$252.91$0
12/11/19PSU—$252.91$0
12/11/19RSU—$252.91$0
Brian M. Pribyl12/11/19SAR465$252.91$30,479
12/11/19PSU205$252.91$51,847
12/11/19RSU102$252.91$25,797
Charles D. Milos12/11/19SAR388$252.91$25,432
12/11/19PSU171$252.91$43,248
12/11/19RSU85$252.91$21,497
12/11/19RSU258$252.91$65,251
Rey Perez12/11/19SAR1,146$252.91$75,117
12/11/19PSU504$252.91$127,467
12/11/19RSU252$252.91$63,733

26

Name Grant Date Grant Type All Other Option Awards: Number of Securities Underlying
Award (#)		 Exercise or Base Price of Awards ($) Grant Date Fair Value of Awards ($)
           
Ross R. Moody 12/12/18 SAR 6,798 $303.77 $607,385
  12/12/18 PSU 3,399 $303.77 $1,032,514
  12/12/18 RSU 1,700 $303.77 $516,409
  12/12/18 RSU 198 $303.77 $60,146
           
K. Kennedy Nelson 12/12/18 SAR 910 $303.77 $81,306
  12/12/18 PSU 455 $303.77 $138,215
  12/12/18 RSU 228 $303.77 $69,260
           
Brian M. Pribyl 12/12/18 SAR 332 $303.77 $29,663
  12/12/18 PSU 166 $303.77 $50,426
  12/12/18 RSU 83 $303.77 $25,213
           
Charles D. Milos 12/12/18 SAR 279 $303.77 $24,928
  12/12/18 PSU 139 $303.77 $42,224
  12/12/18 RSU 70 $303.77 $21,264
  12/12/18 RSU 198 $303.77 $60,146
           
R. Bruce Wallace 12/12/18 SAR 227 $303.77 $20,282
  12/12/18 PSU 114 $303.77 $34,630
  12/12/18 RSU 57 $303.77 $17,315



Outstanding Equity Awards at December 31, 20182019


The following table provides information regarding outstanding stock options, SARs, RSUs, and PSUs held by the executive officers named in the Summary Compensation Table as of December 31, 2018.2019.
 Option/SAR/RSU/PSU Awards
NameNumber of
Securities
Underlying Unexercised
Options/SARs/RSUs/PSUs
Exercisable (#)		Number of
Securities
Underlying
Unexercised
Options/SARs/RSUs/PSUs
Unexercisable (#)		Option/SAR/RSU/PSU
Exercise
Price ($)		Option/SAR/RSU/PSU
Expiration
Date
Ross R. Moody Grants:
12/14/11 SAR5,518*—132.5612/14/2021
12/14/11 (director SAR)1,000*—132.5612/14/2021
12/11/13 SAR4,000 1,000210.2212/11/2023
12/11/13 (director SAR)1,000*—210.2212/11/2023
02/17/16 SAR8,893*—216.4802/17/2026
02/16/17 SAR4,2282,114311.1602/16/2027
02/16/17 RSU—1,585311.1602/16/2020
02/16/17 PSU—3,171311.1602/16/2020
12/13/17 SAR3,9341,968334.3412/13/2027
12/13/17 RSU—1,475334.3412/13/2020
12/13/17 PSU—2,951334.3412/13/2020
12/12/18 SAR2,2664,532303.7712/12/2028
12/12/18 RSU—1,700303.7712/12/2021
12/12/18 PSU—3,399303.7712/12/2021
12/11/19 SAR—9,509252.9112/11/2029
12/11/19 RSU—2,092252.9112/11/2022
12/11/19 (director RSU)—258252.9112/11/2020
12/11/19 PSU—4,184252.9112/11/2022
K. Kennedy Nelson Grants:
12/14/11 SAR200*—132.5612/14/2021
12/11/13 SAR600200210.2212/11/2023
02/17/16 SAR299*—216.4802/17/2026
02/16/17 SAR555278311.1602/16/2027
02/16/17 RSU—208311.1602/16/2020
02/16/17 PSU—416311.1602/16/2020
12/13/17 SAR516259334.3412/13/2027
12/13/17 RSU—194334.3412/13/2020
12/13/17 PSU—388334.3412/13/2020
12/12/18 SAR303607303.7712/12/2028
12/12/18 RSU—228303.7712/12/2021
12/12/18 PSU—455303.7712/12/2021
27

 Option/SAR/RSU/PSU Awards
Name 
Number of
Securities
Underlying Unexercised
Options/SARs/RSUs/PSUs
Exercisable (#)
 
Number of
Securities
Underlying
Unexercised
Options/SARs/RSUs/PSUs
Unexercisable (#)
 
Option/SAR/RSU/PSU
Exercise
Price ($)
 
Option/SAR/RSU/PSU
Expiration
Date
NameNumber of
Securities
Underlying
Unexercised Options/SARs/RSUs/PSUs
Exercisable (#)		Number of
Securities
Underlying
Unexercised
Options/SARs/RSUs/PSUs
Unexercisable (#)		Option/SAR/RSU/PSU
Exercise
Price ($)		Option/SAR/RSU/PSU
Expiration
Date
 
Ross R. Moody Grants: 
12/14/11 SAR 5,518*— 132.56 12/14/2021
12/14/11 (director SAR) 1,000*— 132.56 12/14/2021
12/11/13 SAR 3,000 2,000 210.22 12/11/2023
12/11/13 (director SAR) 1,000*— 210.22 12/11/2023
02/17/16 SAR 5,929 2,964 216.48 02/17/2026
02/17/16 RSU — 2,223 216.48 02/17/2019
02/17/16 PSU — 4,447 216.48 02/17/2019
02/16/17 SAR 2,114 4,228 311.16 02/16/2027
02/16/17 RSU — 1,585 311.16 02/16/2020
02/16/17 PSU — 3,171 311.16 02/16/2020
12/13/17 SAR 1,967 3,935 334.34 12/13/2027
12/13/17 RSU — 1,475 334.34 12/13/2020
12/13/17 PSU — 2,951 334.34 12/13/2020
12/12/18 SAR — 6,798 303.77 12/12/2028
12/12/18 RSU — 1,700 303.77 12/12/2021
12/12/18 (director RSU) — 198 303.77 12/12/2019
12/12/18 PSU — 3,399 303.77 12/12/2021
 
K. Kennedy Nelson Grants: 
Brian M. Pribyl Grants:Brian M. Pribyl Grants:
12/14/11 SAR 200*— 132.56 12/14/202112/14/11 SAR1,000*—132.5612/14/2021
12/11/13 SAR 400 400 210.22 12/11/202312/11/13 SAR800 200210.2212/11/2023
02/17/16 SAR 200 99 216.48 02/17/202602/17/16 SAR433*—216.4802/17/2026
02/17/16 RSU — 75 216.48 02/17/2019
02/17/16 PSU — 149 216.48 02/17/2019
02/16/17 SAR 277 556 311.16 02/16/202702/16/17 SAR205103311.1602/16/2027
02/16/17 RSU — 208 311.16 02/16/202002/16/17 RSU—77311.1602/16/2020
02/16/17 PSU — 416 311.16 02/16/202002/16/17 PSU—154311.1602/16/2020
12/13/17 SAR 258 517 334.34 12/13/202712/13/17 SAR19196334.3412/13/2027
12/13/17 RSU — 194 334.34 12/13/202012/13/17 RSU—72334.3412/13/2020
12/13/17 PSU — 388 334.34 12/13/202012/13/17 PSU—144334.3412/13/2020
12/12/18 SAR — 910 303.77 12/12/202812/12/18 SAR110222303.7712/12/2028
12/12/18 RSU — 228 303.77 12/12/202112/12/18 RSU—83303.7712/12/2021
12/12/18 PSU — 455 303.77 12/12/202112/12/18 PSU—166303.7712/12/2021
12/11/19 SAR12/11/19 SAR—465252.9112/11/2029
12/11/19 RSU12/11/19 RSU—102252.9112/11/2022
12/11/19 PSU12/11/19 PSU—205252.9112/11/2022
Charles D. Milos Grants:Charles D. Milos Grants:
12/14/11 SAR12/14/11 SAR400*—132.5612/14/2021
12/11/13 SAR12/11/13 SAR600 200210.2212/11/2023
12/11/13 (director SAR)12/11/13 (director SAR)400*—210.2212/11/2023
02/17/16 SAR02/17/16 SAR363*—216.4802/17/2026
02/16/17 SAR02/16/17 SAR17287311.1602/16/2027
02/16/17 RSU02/16/17 RSU—65311.1602/16/2020
02/16/17 PSU02/16/17 PSU—129311.1602/16/2020
12/13/17 SAR12/13/17 SAR16081334.3412/13/2027
12/13/17 RSU12/13/17 RSU—60334.3412/13/2020
12/13/17 PSU12/13/17 PSU—120334.3412/13/2020
12/12/18 SAR12/12/18 SAR93186303.7712/12/2028
12/12/18 RSU12/12/18 RSU—70303.7712/12/2021
12/12/18 PSU12/12/18 PSU—139303.7712/12/2021
12/11/19 SAR12/11/19 SAR—388252.9112/11/2029
12/11/19 RSU12/11/19 RSU—85252.9112/11/2022
12/11/19 (director RSU)12/11/19 (director RSU)—258252.9112/11/2020
12/11/19 PSU12/11/19 PSU—171252.9112/11/2022
28

Name 
Number of
Securities
Underlying
Unexercised Options/SARs/RSUs/PSUs
Exercisable (#)
 
Number of
Securities
Underlying
Unexercised
Options/SARs/RSUs/PSUs
Unexercisable (#)
 
Option/SAR/RSU/PSU
Exercise
Price ($)
 
Option/SAR/RSU/PSU
Expiration
Date
NameNumber of
Securities
Underlying
Unexercised Options/SARs/RSUs/PSUs
Exercisable (#)		Number of
Securities
Underlying
Unexercised
Options/SARs/RSUs/PSUs
Unexercisable (#)		Option/SAR/RSU/PSU
Exercise
Price ($)		Option/SAR/RSU/PSU
Expiration
Date
 
Brian M. Pribyl Grants: 
Rey Perez Grants:Rey Perez Grants:
12/14/11 SAR 1,000*— 132.56 12/14/202112/14/11 SAR100*—132.5612/14/2021
12/11/13 SAR 600 400 210.22 12/11/202312/11/13 SAR400100210.2212/11/2023
02/17/16 SAR 289 144 216.48 02/17/202602/17/16 SAR291*—216.4802/17/2026
02/17/16 RSU — 108 216.48 02/17/2019
02/17/16 PSU — 216 216.48 02/17/2019
02/16/17 SAR 102 206 311.16 02/16/202702/16/17 SAR14271311.1602/16/2027
02/16/17 RSU — 77 311.16 02/16/202002/16/17 RSU—53311.1602/16/2020
02/16/17 PSU — 154 311.16 02/16/202002/16/17 PSU—107311.1602/16/2020
12/13/17 SAR 95 192 334.34 12/13/202712/13/17 SAR13266334.3412/13/2027
12/13/17 RSU — 72 334.34 12/13/202012/13/17 RSU—50334.3412/13/2020
12/13/17 PSU — 144 334.34 12/13/202012/13/17 PSU—99334.3412/13/2020
12/12/18 SAR — 332 303.77 12/12/202812/12/18 SAR125250303.7712/12/2028
12/12/18 RSU — 83 303.77 12/12/202112/12/18 RSU—94303.7712/12/2021
12/12/18 PSU — 166 303.77 12/12/202112/12/18 PSU—188303.7712/12/2021
 
Charles D. Milos Grants: 
12/14/11 SAR 400*— 132.56 12/14/2021
12/11/13 SAR 400 400 210.22 12/11/2023
12/11/13 (director SAR) 400*— 210.22 12/11/2023
02/17/16 SAR 243 120 216.48 02/17/2026
02/17/16 RSU — 91 216.48 02/17/2019
02/17/16 PSU — 181 216.48 02/17/2019
02/16/17 SAR 86 173 311.16 02/16/2027
02/16/17 RSU — 65 311.16 02/16/2020
02/16/17 PSU — 129 311.16 02/16/2020
12/13/17 SAR 80 161 334.34 12/13/2027
12/13/17 RSU — 60 334.34 12/13/2020
12/13/17 PSU — 120 334.34 12/13/2020
12/12/18 SAR — 279 303.77 12/12/2028
12/12/18 RSU — 70 303.77 12/12/2021
12/12/18 (director RSU) — 198 303.77 12/12/2019
12/12/18 PSU — 139 303.77 12/12/2021
 
R. Bruce Wallace Grants: 
12/13/17 SAR 67 135 334.34 12/13/2027
12/13/17 RSU — 50 334.34 12/13/2020
12/13/17 PSU — 101 334.34 12/13/2020
12/12/18 SAR — 227 334.34 12/12/2028
12/12/18 RSU — 57 334.34 12/12/2021
12/12/18 PSU — 114 303.77 12/12/2021
12/11/19 SAR12/11/19 SAR—1,146252.9112/11/2029
12/11/19 RSU12/11/19 RSU—252252.9112/11/2022
12/11/19 PSU12/11/19 PSU—504252.9112/11/2022
Note: Columns with no data have been omitted.
(*) - Fully vested.
Officer SARs granted prior to 2016 vest 20% annually following three full years of service to the Company from the date of grant.  Stock options and  SARs granted to members of the Board of Directors prior to 2016 vest 20% annually following one full year of service to the Company from the date of grant. Beginning with the grants awarded in 2017, SARs granted to officers will vest annually at a rate of 33.3% per year from the date of grant while RSUs and PSUs granted to officers will vest three years from the date of grant. RSUs granted to members of the Board of Directors in 20182019 vest one year from the date of grant. Accordingly, the unexercisable SARs, RSUs, and PSUs shown in the previous table are scheduled to vest during the following years:

Name202020212022Total
Unexercisable
Ross R. Moody Grants:    
12/11/13 SAR1,000——1,000
02/16/17 SAR  2,114——  2,114
02/16/17 RSU1,585——1,585
02/16/17 PSU3,171——3,171
12/13/17 SAR1,968——1,968
12/13/17 RSU1,475——1,475
12/13/17 PSU2,951——2,951
12/12/18 SAR2,2662,266—4,532
12/12/18 RSU—1,700—1,700
12/12/18 PSU—3,399—3,399
12/11/19 SAR3,1693,1703,1709,509
12/11/19 RSU——2,0922,092
12/11/19 (director RSU)258——258
12/11/19 PSU——4,1844,184
29

Name 2019 2020 2021 Total
Unexercisable		Name202020212022Total
Unexercisable
 
Ross R. Moody Grants:        
12/11/13 SAR 1,000 1,000 — 2,000
02/17/16 SAR 2,964 — — 2,964
02/17/16 RSU 2,223 — — 2,223
02/17/16 PSU 4,447 — — 4,447
02/16/17 SAR 2,114 2,114 4,228
02/16/17 RSU — 1,585 — 1,585
02/16/17 PSU — 3,171 — 3,171
12/13/17 SAR 1,967 1,968 — 3,935
12/13/17 RSU — 1,475 — 1,475
12/13/17 PSU — 2,951 — 2,951
12/12/18 SAR 2,266 2,266 2,266 6,798
12/12/18 RSU — — 1,700 1,700
12/12/18 (director RSU) 198 — — 198
12/12/18 PSU — — 3,399 3,399
 
K. Kennedy Nelson Grants:       K. Kennedy Nelson Grants:     
12/11/13 SAR 200 200 — 40012/11/13 SAR200——200
02/17/16 SAR 99 — — 99
02/17/16 RSU 75 — — 75
02/17/16 PSU 149 — — 149
02/16/17 SAR 278 278 — 55602/16/17 SAR278——278
02/16/17 RSU — 208 — 20802/16/17 RSU208——208
02/16/17 PSU — 416 — 41602/16/17 PSU416——416
12/13/17 SAR 258 259 — 51712/13/17 SAR259——259
12/13/17 RSU — 194 — 19412/13/17 RSU194——194
12/13/17 PSU ��� 388 — 38812/13/17 PSU388——388
12/12/18 SAR 303 303 304 91012/12/18 SAR303304—607
12/12/18 RSU — — 228 22812/12/18 RSU—228—228
12/12/18 PSU — — 455 45512/12/18 PSU—455—455
 
Brian M. Pribyl Grants:Brian M. Pribyl Grants:     
12/11/13 SAR12/11/13 SAR200——200
02/16/17 SAR02/16/17 SAR103——103
02/16/17 RSU02/16/17 RSU77——77
02/16/17 PSU02/16/17 PSU154——154
12/13/17 SAR12/13/17 SAR96——96
12/13/17 RSU12/13/17 RSU72——72
12/13/17 PSU12/13/17 PSU144——144
12/12/18 SAR12/12/18 SAR111111—222
12/12/18 RSU12/12/18 RSU—83—83
12/12/18 PSU12/12/18 PSU—166—166
12/12/19 SAR12/12/19 SAR155155155465
12/12/19 RSU12/12/19 RSU——102102
12/12/19 PSU12/12/19 PSU——205205
 
 
 
 
 
Charles D. Milos Grants:Charles D. Milos Grants:
12/11/13 SAR12/11/13 SAR200——200
02/16/17 SAR 02/16/17 SAR  87——87
02/16/17 RSU02/16/17 RSU65——65
02/16/17 PSU02/16/17 PSU129——129
12/13/17 SAR12/13/17 SAR81——81
12/13/17 RSU12/13/17 RSU60——60
12/13/17 PSU12/13/17 PSU120——120
12/12/18 SAR12/12/18 SAR9393—186
12/12/18 RSU12/12/18 RSU—70—70
12/12/18 PSU12/12/18 PSU—139—139
12/11/19 SAR12/11/19 SAR129129130388
12/11/19 RSU12/11/19 RSU——8585
12/11/19 (director RSU)12/11/19 (director RSU)258——258
12/11/19 PSU12/11/19 PSU——171171
30

 
 
Name 2019 2020 2021 Total
Unexercisable		Name202020212022Total
Unexercisable
 
Brian M. Pribyl Grants:       
Rey Perez Grants:Rey Perez Grants:
12/11/13 SAR 200 200 — 40012/11/13 SAR100——100
02/17/16 SAR 144 — — 144
02/17/16 RSU 108 — — 108
02/17/16 PSU 216 — — 216
02/16/17 SAR 103 103 — 20602/16/17 SAR71——71
02/16/17 RSU — 77 — 7702/16/17 RSU53——53
02/16/17 PSU — 154 — 15402/16/17 PSU107——107
12/13/17 SAR 96 96 — 19212/13/17 SAR66——66
12/13/17 RSU — 72 — 7212/13/17 RSU50——50
12/13/17 PSU — 144 — 14412/13/17 PSU99——99
12/12/18 SAR 110 111 111 33212/12/18 SAR125125—250
12/12/18 RSU — — 83 8312/12/18 RSU—94—94
12/12/18 PSU — — 166 16612/12/18 PSU—188—188
 
Charles D. Milos Grants: 
12/11/13 SAR 200 200 — 400
02/17/16 SAR 120 — — 120
02/17/16 RSU 91 — — 91
02/17/16 PSU 181 — — 181
02/16/17 SAR 86 87 — 173
02/16/17 RSU — 65 — 65
02/16/17 PSU — 129 — 129
12/13/17 SAR 80 81 — 161
12/13/17 RSU — 60 — 60
12/13/17 PSU — 120 — 120
12/12/18 SAR 93 93 93 279
12/12/18 RSU — — 70 70
12/12/18 (director RSU) 198 — — 198
12/12/18 PSU — — 139 139
 
R Bruce Wallace 
12/13/17 SAR 67 68 — 135
12/13/17 RSU — 50 — 50
12/13/17 PSU — 101 — 101
12/12/18 SAR 75 76 76 227
12/12/18 RSU — — 57 57
12/12/18 PSU — — 114 114
12/11/19 SAR12/11/19 SAR3823823821,146
12/11/19 RSU12/11/19 RSU——252252
12/11/19 PSU12/11/19 PSU——504504



Option Exercises and Stock Vested

The following table sets forth information regarding stock option and SAR exercises by the executive officers named in the Summary Compensation Table for the year ended December 31, 2018.2019.  The Company does not have stock award plans with stock subject to vesting. All exercises shown below for the year ended December 31, 2019 were released pursuant to plan provisions and not based on participant election.
 Option/SAR/RSU/PSU Awards Option/SAR/RSU/PSU Awards
Name 
Number of Shares
Exercised (#)
 
Value Realized
On Exercise ($)
NameNumber of Shares
Exercised (#)		Value Realized
On Exercise ($)
 
Ross R. Moody 6847* 430,397Ross R. Moody6,595*2,031,626
 
K. Kennedy Nelson — —K. Kennedy Nelson21566,588
 
Brian M. Pribyl 400 83,744Brian M. Pribyl31196,320
 
Charles D. Milos 329* 101,043Charles D. Milos459*131,245
 
R. Bruce Wallace — —
Rey PerezRey Perez21065,039
Note: Columns with no data have been omitted.
*Mr. Moody's totals include 6,518 non qualified stock options that were exercised prior to their 2018 expiration date2,223 officer RSUs and 4,174 senior officer PSUs, and both Mr. Moody's and Mr. Milos's totals include 329198 director RSUs that were released pursuant to plan provisions and not based on participant election.RSUs.


31


Pension Benefits

The following table provides information regarding benefits under NWLIC’s Pension Plan, Grandfathered Non-Qualified Defined Benefit Plan, Non-Qualified Defined Benefit Plan,and Non-Qualified Defined Benefit Plan for the President of National Western Life Insurance Company (NWLIC).

NamePlan NameNumber of
Years of
Credited
Service		Present Value of
Accumulated
Benefit ($)		Payments
During
Last Fiscal Year ($)
Ross R. MoodyNWLIC Pension Plan17645,276—
 Non-Qualified Defined   
 Benefit Plan for the   
 President of NWLIC299,475,069—
K. Kennedy NelsonNWLIC Pension Plan5303,684—
Brian M. PribylNWLIC Pension Plan7302,274—
Charles D. MilosNWLIC Pension Plan25567,63549,152
 NWLIC Grandfathered281,107,830—
 Non-Qualified
 Defined Benefit Plan   
 NWLIC Non-Qualified281,122,243—
 Defined Benefit Plan
Rey PerezNWL Pension Plan774,207—
Name Plan Name 
Number of
Years of
Credited
Service
 
Present Value of
Accumulated
Benefit ($)
 
Payments
During
Last Fiscal Year ($)
         
Ross R. Moody NWLIC Pension Plan 17 489,789 —
         
  Non-Qualified Defined      
  Benefit Plan for the      
  President of NWLIC 28 4,868,108 —
         
K. Kennedy Nelson NWLIC Pension Plan 5 204,485 —
         
Brian M. Pribyl NWLIC Pension Plan 7 237,867 —
         
Charles D. Milos NWLIC Pension Plan 25 526,721 49,152
         
  NWLIC Grandfathered 28 873,924 —
  Non-Qualified      
  Defined Benefit Plan      
         
  NWLIC Non-Qualified 28 885,241 —
  Defined Benefit Plan      
         
R. Bruce Wallace NWL Pension Plan — — —

Note: Columns with no data have been omitted.

Pension Plan. The qualified defined benefit plan covers substantially all employees and officers of NWLIC and provides benefits based on the participant’s years of service and compensation.  The company makes annual contributions to the plan that complies with the minimum funding provisions of the Employee Retirement Income Security Act.  Annual pension benefits for those employees who became eligible participants prior to January 1, 1991, are generally calculated as the sum of the following:

(a)50% of the participant’s final 5-year average annual eligible compensation at December 31, 1990, less 50% of their primary social security benefit determined at December 31, 1990; this net amount is then prorated for less than 15 years of benefit service at normal retirement date.  This result is multiplied by a fraction which is the participant’s years of benefit service at December 31, 1990, divided by the participant's years of benefit service at normal retirement date.
(b)1.5% of the participant's eligible compensation earned during each year of benefit service after December 31, 1990 and through December 31, 2007.

Annual pension benefits for those employees who become eligible participants on or subsequent to January 1, 1991, are generally calculated as 1.5% of their compensation earned during each year of benefit service through December 31, 2007.

On October 19, 2007, NWLIC’s Board of Directors approved an amendment to freeze the Pension Plan as of December 31, 2007.  The freeze ceased future benefit accruals to all participants and closed the Plan to any new participants.  In addition, all
32

participants became immediately 100% vested in their accrued benefits as of that date.  Accordingly future pension expense is projected to be minimal.



Non-Qualified Defined Benefit Plan.  This plan covers officers of NWLIC who were in the position of senior vice president or above prior to 1991.  The plan provides benefits based on the participant's years of service and compensation.  No minimum funding standards are required.

The benefit to be paid pursuant to this plan to a participant who retires at his normal retirement date shall be equal to (a) minus (b) minus (c), but the benefit may not exceed (d) minus (b) where:

(a)is the benefit which would have been payable at the participant’s normal retirement date under the terms of the Pension Plan as of December 31, 1990, as if that plan had continued without change and without regard to Internal Revenue Code Section 401(a) (17) and 415 limits, and,
(b)is the benefit which actually becomes payable under the terms of the Pension Plan at the participant's normal retirement date, and,
(c)is the actuarially equivalent life annuity which may be provided by an accumulation of 2% of the participant's compensation for each year of service on and after January 1, 1991, accumulated at an assumed interest rate of 8.5% to the participant's normal retirement date, and,
(d)is the benefit which would have been payable at the participant's normal retirement date under the terms of the Pension Plan as of December 31, 1990, as if that plan had continued without change and without regard to Internal Revenue Code Section 401(a)(17) and 415 limits, except that the proration over 15 years shall instead be calculated over 30 years.

Non-Qualified Defined Benefit Plan for the President of National Western Life Insurance Company.  This plan covers the former President of NWLIC, Ross R. Moody, and is intended to provide benefit accruals that comply with the American Jobs Creation Act of 2004.  No minimum funding standards are required.

The annual benefit to be paid to the President of NWLIC who retires at his normal retirement date shall be equal to (a) minus (b) minus (c) where:

(a)equals his years of service (up to 45), multiplied by 1.66667%, and then multiplied by the excess of his eligible compensation over his primary social security benefit under the terms of the Pension Plan as of December 31, 1990, as if that plan had continued without change and without regard to Internal Revenue Code Section 401(a) (17) and 415 limits, and,
(b)equals the actuarially equivalent life annuity provided by an accumulation of 2% of his compensation for each year of service on and after his date of hire, accumulated at an assumed interest rate of 8.5% to his normal retirement date, and,
(c)equals the benefit actually payable to him under the terms of the Pension Plan.

The plan provides for a monthly in-service benefit if Mr. Ross R. Moody continues employment after his normal retirement date.

33



Non-Qualified Deferred Compensation

The following table provides information regarding NWLIC's non-qualified deferred compensation plan for the executive officers named in the Summary Compensation Table as of December 31, 20182019.
.

NameExecutive
Contributions
in Last
Fiscal Year ($)		Registrant
Contributions
in Last Fiscal
Year (a) ($)		Aggregate
Earnings
in Last Fiscal
Year (b) ($)		Aggregate
Withdrawals/
Distributions ($)		Aggregate
Balance
at Last
Fiscal
Year-End (c) ($)
Ross R. Moody62,66046,221595,219—3,043,285
K. Kennedy Nelson211,45715,724158,599—919,158
Brian M. Pribyl14,0419,805119,689—517,682
Charles D. Milos14,6796,278387,824—1,699,335
Rey Perez36,3285,80331,378—174,003
Name 
Executive
Contributions
in Last
Fiscal Year ($)
 
Registrant
Contributions
in Last Fiscal
Year (a) ($)
 
Aggregate
Earnings
in Last Fiscal
Year (b) ($)
 
Aggregate
Withdrawals/
Distributions ($)
 
Aggregate
Balance
at Last
Fiscal
Year-End (c) ($)
           
Ross R. Moody 61,075 45,135 (198,485) — 2,339,688
           
K. Kennedy Nelson 161,718 16,502 (31,171) — 534,915
           
Brian M. Pribyl 13,808 9,449 (84,387) — 375,548
           
Charles D. Milos 14,305 6,055 (67,001) — 1,293,782
           
R. Bruce Wallace 9.539 14.243 (882) — 27,771

Note: Columns with no data have been omitted.
(a)NWLIC contributions are reflected in the "All Other Compensation" column in the Summary Compensation Table and are not additional earned compensation.
(b)The investment options under the plan consist of a selection of mutual funds identical to those available to all employees through the 401(k) plan.
(c)Balances in the plan are settled in cash upon the termination event selected by the officer and distributed either in a lump sum or in annual installments. Deferred amounts represent unsecured obligations of the Company.

(a)NWLIC contributions are reflected in the "All Other Compensation" column in the Summary Compensation Table and are not additional earned compensation.

(b)The investment options under the plan consist of a selection of mutual funds identical to those available to all employees through the 401(k) plan.
(c)Balances in the plan are settled in cash upon the termination event selected by the officer and distributed either in a lump sum or in annual installments. Deferred amounts represent unsecured obligations of the Company.


Potential Payments Upon Termination or Change in Control

As of December 31, 2018,2019, other than the Company’s 1995 Stock and Incentive Plan, 2008 Incentive Plan, Incentive Plan, and Ross R. Moody's December 2019 Change in Control & Severance Agreement, and the February 2019 Change in Control Agreements of each of the other Named Executive Officers, the Company has no contract, agreement, plan, or arrangement, written or unwritten, that provides for payment to any officerNamed Executive Officer at, following, or in connection with any termination, severance, retirement or a constructive termination, or a change in control of the Company, or a change in any officer's responsibilities.

Termination of Employment without Cause in Absence of a Change in Control
Under Mr. Ross R. Moody's Change in Control & Severance Agreement, if Mr. Moody's employment is terminated by us for any reason other than for "cause""cause," death, or incapacity during the employment period (but not within three years of a "change in control")control," as defined in the agreement), subject to his execution (other than upon death) of a release of claims, he will be entitled to (1) a lump sum cash amount equal to three times the sum of his annual base salary plus three timesand his target bonus payable within 10 business days following the date of the employment termination and (2) financial counseling services, not to exceed $35,000, for a one-year period after termination of employment. In addition, in the event of any such termination, the agreement provides that for the sole purposes of the vesting of any incentive awards outstanding at the time of termination and for determining the expiration date of any such award, Mr. Moody’s employment shall be treated as having extended until the third anniversary of the date of termination. Under the agreement, "cause" is defined as the willful and continued failure of the executive to perform substantially the executive's duties owed to the companyCompany or its affiliates after a written demand for substantial performance is delivered to the executive specifically identifying the nature of such unacceptable performance.

Change in Control
The 1995 Stock and Incentive Plan governs certain of the stock option grants held by our executive officers.  Our executive officers are not entitled to any benefits under our 1995 Stock and Incentive Plan that are not available to other participants.  The 1995 Stock and Incentive Plan includes the following change in control provisions, which would result in the accelerated
34

vesting of outstanding option grants:  In the event of a Change of Control, all outstanding Awards shall immediately vest and become exercisable or satisfiable, as applicable.  The Committee, in its discretion, may determine that upon the occurrence of a Change in Control, each Award outstanding hereunder shall terminate within a specified number of days after notice to the Holder, and such Holder shall receive, with respect to each share of Common Stock subject to such Award, cash in an amount equal to the


excess of (i) the higher of (x) the Fair Market Value of such share of Common Stock immediately prior to the occurrence of such Change of Control or (y) the value of the consideration to be received in connection with such Change of Control for one share of Common Stock over (ii) the exercise price per share, if applicable, of Common Stock set forth in such Award.  The provisions contained in the preceding sentence shall be inapplicable to an Award granted within six (6) months before the occurrence of a Change of Control if the Holder of such Award is subject to the reporting requirements of Section 16(a) of the 1934 Act.  If the consideration offered to stockholders of the Company in any transaction described in this paragraph consists of anything other than cash, the Committee shall determine the fair cash equivalent of the portion of the consideration offered which is other than cash.  The provisions contained in this paragraph shall not terminate any rights of the Holder to further payments pursuant to any other agreement with the Company following a Change of Control.

The 2008 Incentive Plan governs certain of the stock option grants and/or SARs held by our executive officers and provides for the acceleration of vesting of all awards upon a change in control of the Company. The 2008 Incentive Plan includes the following change in control provisions, which would result in the accelerated vesting of outstanding award grants:  The Committee may provide in an option agreement and/or Stock Appreciation Rights agreement that in the event of a Change in Control of the Company, (i) all or a portion of the stock options and/or any Stock Appreciation Rights awarded under such agreement shall become fully vested and immediately exercisable and/or (ii) the vesting of all performance-based stock options shall be determined as if the performance period or cycle applicable to such stock options had ended immediately upon such Change in Control.

The Incentive Plan, which governs certain SARs, the RSUs, and PSUs held by our executive officers and provides for acceleration of vesting of all awards upon a change in control of the Company, contains the same change in control provisions noted above for the 2008 Incentive Plan.

Our executive officers hold grants under the 1995 Stock and Incentive Plan, the 2008 Incentive Plan, and the Incentive Plan. Grants under all three plans will immediately vest upon a change in control.  The following table depicts potential benefits for our executive officers as a result of a change in control.  Such termination is assumed to occur on January 1, 2019. 2020. 

Named Executive Officer 
Intrinsic Value of
Accelerated Equity (1) ($)
   
Ross R. Moody 8,747,2908,593,253
K. Kennedy Nelson 766,574667,910
   
Brian M. Pribyl 601,801580,604
   
Charles D. Milos 523,041520,955
R. Bruce WallaceRey Perez96,826513,141

(1)(1)Value is based upon the closing selling price per share of our Class A Stock on the NASDAQ Global Select Market on December 31, 2018,2019, the last trading day of 2018,2019, which was $300.70.$290.88.

The agreement with Mr. MoodyMoody's Change in Control and Severance Agreement provides for severance payments upon a termination of employment by us without "cause," or by Mr. Moody with good reason, within three years following a "change in control." In the event of a qualifying termination following a change in control, Mr. Moody would be entitled to (1) a lump sum cash amount equal to his currently effective annual base salary through the termination date and any accrued vacation pay payable within 10 business days following the date of the employment termination, (2) a lump sum cash amount equal to three times the sum of his annual base salary plus three timesand his target bonus, payable within 10 business days following the date of the employment termination, (3) reimbursement of up to $50,000 for expenses and costs related to outplacement services, the provider of which shall be selected by Mr. Moody in his sole discretion, (4) continued use of a company car for one year following the termination date, and (5) reimbursement up to $75,000 for legal fees and expenses incurred as a result of any dispute resolution process entered into by Mr. Moody to enforce the agreement.
35


The Change in Control Agreements with each of our Named Executive Officers other than Mr. Moody provide for severance payments upon a termination of employment by us without "cause" within two years following a "change in control." In the event of a qualifying termination following a change in control, the terminated executive would be entitled to a lump sum cash amount equal to his or her currently effective annual base salary and any accrued vacation pay through the termination date, plusa lump sum cash amount equal to the sum of his or her annual base salary and target bonus, both payable within 10 business days following the date oftermination.

Under the agreement,agreements with Mr. Moody and the other Named Executive Officers, if the executive terminates his or her employment after one or more of the following events following a change in control, such termination is treated as a qualifying termination for purposes of the benefits payable under the agreements: (1) the executive’s annual base salary, target bonus or any of his or her other material compensation arrangements is materially reduced, unrelated to his or her performance, (2) the executive’s duties or responsibilities are negatively and materially changed in a manner inconsistent with his or her position or authority, (3) the Company requires the executive’s work location or residence to be relocated more than 25 miles, or (4) the Company or its successor fails to offer the executive a comparable position after the change in control.

Under the agreements with Mr. Moody and the other Named Executive Officers, "cause" is generally defined as the willful and continued failure of the executive to perform substantially the executive's duties owed to the company or its affiliates after a written demand for substantial performance is delivered to the executive specifically identifying the nature of such unacceptable performance, and aperformance. A "change in control" is deemed to occur if:


(a) any person or group of persons (within the meaning of Section 13(d) of the Securities Exchange Act of 1934 as amended (the "Act")), other than National Western Life Group, Inc. ("NWLGI") or a subsidiary of NWLGI or an employee benefit plan sponsored by NWLGI or a subsidiary of NWLGI, acquires beneficial ownership (as defined in Section 13(d) (directly or indirectly) of (i) 50 percent or more of the outstanding securities of NWLGI entitled to vote in the elections of directors (or securities or rights convertible into or exchangeable for such securities) ("Stock") of NWLGI, or (ii) Stock having a total number of votes that may be cast and elect a majority of the directors of NWLGI; or
(b) there shall have been a change in a majority of the members of the Board of Directors of NWLGI within a twelve month period, unless the election or nomination for election by NWLGI's stockholders of each new director during such twelve month period was approved by the vote of two-thirds of the directors then still in office who were directors at the beginning of such twelve month period; or
(c) the stockholders of NWLGI shall approve (i) any consolidation, merger, or other reorganization of NWLGI in which NWLGI is not the continuing or surviving corporation or pursuant to which shares of Stock would be converted into cash, securities, or other property, other than a merger of NWLGI in which holders of Stock immediately prior to the merger have either the same proportionate ownership of common stock of the surviving corporation immediately after the merger as immediately before or have more than 50 percent of the ownership of voting common stock of the surviving corporation immediately after the merger, or (ii) any sale, lease, exchange, or other transfer in one transaction or a series of related transactions of 50 percent or more of the assets of NWLGI; or
(d) there shall occur a liquidation or dissolution of NWLGI.

The following table reflects the estimated payments to Mr. Moodythe Named Executive Officers that may be made upon certain terminations of employment including a termination within three years of a change in control.as described above. The estimated payments in the table are calculated based on the assumption that the hypothetical termination of employment occurred on December 31, 2018.2019. See the table above for a calculation of the intrinsic value of accelerated equity following a change in control.

Named Executive OfficerScenarioCash Severance ($)Benefits ($)Total ($)
Ross R. MoodyVoluntary Resignation (No Good Reason)———
Qualifying Termination6,504,87635,0006,539,876
Involuntary Termination for Cause———
Qualifying Termination Following Change In Control6,504,876125,0006,629,876
No Termination Following Change in Control———
36

Scenario Cash Severance ($) Benefits ($) Total ($)
       
Voluntary Resignation (No Good Reason) — — —
Qualifying Termination 6,038,130 35,000 6,073,130
Involuntary Termination for Cause — — —
Qualifying Termination Following Change In Control 6,038,130 125,000 6,163,130
No Termination Following Change in Control — — —

Named Executive OfficerScenarioCash Severance ($)Benefits ($)Total ($)
K. Kennedy NelsonVoluntary Resignation (No Good Reason)———
Qualifying Termination921,676—921,676
Involuntary Termination for Cause———
Qualifying Termination Following Change In Control921,676—921,676
No Termination Following Change in Control———
Brian M. PribylVoluntary Resignation (No Good Reason)———
Qualifying Termination454,256—454,256
Involuntary Termination for Cause———
Qualifying Termination Following Change In Control454,256—454,256
No Termination Following Change in Control———
Charles D. MilosVoluntary Resignation (No Good Reason)———
Qualifying Termination380,829—380,829
Involuntary Termination for Cause———
Qualifying Termination Following Change In Control380,829—380,829
No Termination Following Change in Control———
Rey PerezVoluntary Resignation (No Good Reason)———
Qualifying Termination427,500—427,500
Involuntary Termination for Cause———
Qualifying Termination Following Change In Control427,500—427,500
No Termination Following Change in Control———
(1)
Under the terms of the agreement, Mr. Moodytheir respective agreements, each Named Executive Officer would also be entitled to be paid the amounts of any accrued benefitssalary and accrued vacation through the date of termination to the extent not previously paid or provided, along withprovided.Mr. Moody would also be entitled to the following: (1) reimbursement of up to $50,000 for expenses and costs related to outplacement services, (2) continued use of a company car for one year fromfollowing the termination date.date, and (3) reimbursement up to $75,000 for legal fees and expenses incurred as a result of any dispute resolution process entered into by Mr. Moody to enforce the agreement.
37



CEO Pay Ratio

We calculated the CEO Pay Ratio in compliance with the requirements of Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K. For 2018 we calculated our pay ratio using the same criteria and the median employee as identified and reported for 2017 because we do not believe that our employee population or compensation arrangements changed to a degree that would significantly change our pay ratio disclosure. For 2018, our median employee's (excluding the CEO) annual total compensation was $52,524 and our Chief Executive Officer's annual total compensation was $4,144,909. As such, our CEO to Employee Pay Ratio was 79 to 1.

For 2017, ourOur median employee was identified from our total employee population (excluding the CEO) as of December 31, 2017,2019, using total gross earnings for 20172019 as our consistently applied compensation measure, without annualizing the compensation of individuals who were employed for less than the full year. We then calculated that median employee's annual total compensation for 20172019 in the same manner used for the Named Executive Officers in the Summary Compensation Table above.

For 2019, our median employee's (excluding the CEO) annual total compensation was $51,948 and our Chief Executive Officer's annual total compensation was $9,756,984. As such, our CEO to Employee Pay Ratio was 188 to 1. Our Chief Executive Officer’s annual total compensation, as reported in the Summary Compensation Table above, for 2019 was $9,756,984 as compared to $4,144,909 for 2018. The year-over-year increase in our Chief Executive Officer’s annual total compensation reported in the Summary Compensation Table was almost entirely due to a large increase in the amount reported in the “Changes in Pension Value and Non-Qualified Deferred Compensation Earnings” column for 2019 as compared to 2018. It is important to note that such increase was not the result of any decision by the Compensation Committee to increase pay. Rather, the amount in such column includes the year-over-year change in accrued pension benefits. Such change is influenced by variables outside of the Compensation Committee’s control, including interest rates, mortality factors, and the age of each individual.

The Company believes that because companies may employ differing methodologies and/or assumptions to determine the pay ratio, this pay ratio should not be relied upon when comparing the Company to other companies or to its peers.
38



Director Compensation

The following table sets forth the compensation for 20182019 for those individuals who served as members of the Company's Board of Directors during 20182019 (excluding Named Executive Officers whose director compensation is included in the Summary Compensation Table).


NameFees Earned or
Paid in Cash ($)		RSU
Awards ($)		All Other
Compensation ($)		Total ($)
Dr. Thomas A. Blackwell90,50050,411928141,839
David S. Boone93,000*50,41133,366(a)176,777
Stephen E. Glasgow76,000*50,41156,652(b)183,063
E. Douglas McLeod43,00050,41171894,129
Ann M. Moody43,00050,41133,156(c)126,567
Frances A. Moody-Dahlberg43,00050,41133,366(d)126,777
E. J. Pederson71,500*50,411718122,629
Name 
Fees Earned or
Paid in Cash ($)
 
RSU
Awards ($)
 
All Other
Compensation ($)
 Total ($)
          
Dr. Thomas A. Blackwell 60,500 48,755 5,939  115,194
          
David S. Boone 64,000*101,043 37,759(a) 202,802
          
Stephen E. Glasgow 79,000*101,043 61,402(b) 241,445
          
E. Douglas McLeod 43,000 101,043 3,559  147,602
          
Ann M. Moody 43,000 101,043 34,366(c) 178,409
          
Frances A. Moody-Dahlberg 42,000 101,043 28,656(d) 171,699
          
E. J. Pederson 70,500*101,043 718  172,261

Note: Columns with no data have been omitted.
* The Fees Earned column includes Company subsidiary director fees of $6,000 for Mr. Boone, $21,000$19,000 for Mr. Glasgow, and $6,000 for Mr. Pederson.

(a)The amount shown for Mr. Boone includes $33,648 value of the company's Group Excess Benefit Plan.
(b)The amount shown for Mr. Glasgow includes $33,648 value of the company's Group Excess Benefit Plan and $22,141 value of the health insurance plan.
(c)The amount shown for Ms. Moody includes $33,648 value of the company's Group Excess Benefit Plan.
(d)
The amount shown for Mrs. Moody-Dahlberg includes $
(a)The amount shown for Mr. Boone includes $32,438 value of the company's Group Excess Benefit Plan.
(b)The amount shown for Mr. Glasgow includes $32,438 value of the company's Group Excess Benefit Plan and $23,286 value of the health insurance plan.
(c)The amount shown for Ms. Moody includes $32,438 value of the company's Group Excess Benefit Plan.
(d)The amount shown for Mrs. Moody-Dahlberg includes $32,438 value of the company's Group Excess Benefit Plan.

25,236 value of the company's Group Excess Benefit Plan.

Company directors received $3,000 per month in retainer fees and $1,000 for each board meeting attended in 2018.2019. They are also reimbursed for actual travel expenses incurred in performing services as directors.  An additional $1,000 is paid for each committee meeting attended.  Directors of the Company's subsidiary, NWLIC, receive $1,000 per board meeting attended. Directors of the Company's subsidiary, NWL Investments, Inc., receive $250 annually.  Nonemployee directors of the Company's subsidiary, NWL Services, Inc., receive $1,000 per board meeting attended.  Directors of the Company's downstream subsidiary, NWLSM, Inc., receive $1,000 per board meeting attended.  Directors of the Company's downstream subsidiaries, Regent Care General Partner, Inc., Regent Care Operations General Partner, Inc., Regent Care San Marcos A-1, LLC, and Regent Care San Marcos B-1, LLC receive $250 per board meeting attended.  Directors of the Company's downstream subsidiary, Regent Care Limited Partner, Inc., receive $500 per board meeting attended.  The amounts paid pursuant to these arrangements are included in the Summary Compensation Table of this Item.  The directors and their dependents are also eligible to participate in NWLIC's group insurance program.
39



Directors of the Company are eligible for restricted stock awards, incentive awards, and performance awards under the National Western Life Group Inc. Incentive Plan.  Company directors, including members of the Compensation and Stock Option Committee, are eligible for nondiscretionary stock options. The following table provides information regarding RSU awards to directors during the year ended December 31, 20182019 under the Company's Incentive Plan. The RSUs vest one year from the date of grant, and are payable in cash at the vesting date equal to the closing price of the Company's Class A common share at that time.

NameGrant DateAll Other Option Awards: Number of Securities Underlying
RSUs (#)		Exercise or Base Price of RSU Awards ($)*Grant Date Fair Value of RSU Awards ($)
Dr. Thomas A. Blackwell12/11/19258252.9165,251
David S. Boone12/11/19258252.9165,251
Stephen E. Glasgow12/11/19258252.9165,251
E. Douglas McLeod12/11/19258252.9165,251
Ann M. Moody12/11/19258252.9165,251
Frances A. Moody-Dahlberg12/11/19258252.9165,251
E. J. Pederson12/11/19258252.9165,251
Name Grant Date All Other Option Awards: Number of Securities Underlying
RSUs (#)		 Exercise or Base Price of RSU Awards ($)* Grant Date Fair Value of RSU Awards ($)
         
Dr. Thomas A. Blackwell 12/12/18 198 303.77 60,146
         
David S. Boone 12/12/18 198 303.77 60,146
         
Stephen E. Glasgow 12/12/18 198 303.77 60,146
         
E. Douglas McLeod 12/12/18 198 303.77 60,146
         
Ann M. Moody 12/12/18 198 303.77 60,146
         
Frances A. Moody-Dahlberg 12/12/18 198 303.77 60,146
         
E. J. Pederson 12/12/18 198 303.77 60,146

*RSUs are payable in cash at the vesting date equal to the 20-day average closing price of the Company's Class A common stock at that time.up to and including the vesting date.


40

PROPOSAL 2:  RATIFICATION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

BKD, LLP, an independent registered public accounting firm, has served as our independent auditors since 2014 and audited our consolidated financial statements for the year ended December 31, 2018.2019.  The Audit Committee is directly responsible for the appointment of our independent registered public accounting firm and has appointed BKD, LLP to audit our financial statements for the year ending December 31, 2019.2020. Stockholder ratification of the appointment of BKD, LLP as our independent registered public accounting firm is not required by our Amended and Restated Bylaws or other applicable legal requirement.  However, the appointment of BKD, LLP is being submitted to the stockholders for ratification.  If the stockholders do not ratify the appointment of BKD, LLP as the Company's independent registered public accounting firm, the Audit Committee will consider the matter at its next meeting.  Even if the appointment is ratified, the Audit Committee, at its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be appropriate.

Representatives of BKD, LLP have informed us that they will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Audit Fees

The aggregate fees billed NWLGI and its subsidiaries by BKD, LLP for 20182019 and 20172018 are set forth in the table below:

2018 2017 20192018
(In thousands) (In thousands)
 
Audit Fees (1)
$811 $780
Audit Fees (1)
$1,057  $811  
Audit Related Fees (2)
 $70
Audit Related Fees (2)
80  —
Tax Fees— —Tax Fees——
All Other Fees— —All Other Fees——
 
Total$811 $850Total$1,137  $811  

(1)These amounts represent the aggregate fees for professional services agreed upon by BKD, LLP for the audit of the Company's consolidated annual financial statements for the years ended December 31, 20182019 and 2017,2018, reviews of the condensed consolidated financial statements included in the Company quarterly reports on Form 10-Q for these years, and the related annual audits of internal control over financial reporting.reporting, and for stand-alone audits of the statutory financial statements of National Western Life Insurance Company and Ozark National Life Insurance Company, and the stand-alone GAAP financial statements of N.I.S. Financial Services, Inc.  
(2)The amountsamount in 2017 represent2019 represents fees paid to BKD LLP for additional audit work beyond the normal audit scope related to purchase accounting and related internal financial reporting controls pertaining to the Company's conversionacquisition of in force annuity policiesOzark National Life Insurance Company and commission processing to its internally developed policy administration system, testing of related financial reporting and information technology general controls, and testing of certain non-recurring accounting transactions.N.I.S. Financial Services, Inc..
The Audit Committee has adopted a formal policy concerning approval of audit and non-audit services to be provided by the independent auditor of the Company.  The policy requires that all services the Company's independent auditor may provide to the Company, including audit services and permitted audit-related and non-auditor services, be pre-approved by the Committee.  The Committee approved all audit and non-audit services provided by BKD, LLP during 20182019 and 2017.

2018.

The Board of Directors recommends that you vote "FOR" the ratification of the appointment of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2020.  All proxies executed and returned will be voted "FOR" the ratification of the appointment of BKD, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20192020 unless the proxy specifies otherwise.


41

PROPOSAL 3: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR
NAMED EXECUTIVE OFFICERS

Background of the Proposal

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires all public companies to hold a separate non-binding, advisory stockholder vote to approve the compensation of Named Executive Officers (NEOs) as described in the Compensation Discussion and Analysis, the executive compensation tables, and any related information in the Company's proxy statement (commonly known as a "Say on Pay" proposal).

Compensation of Named Executive Officers

The Board of Directors and its Compensation Committee support compensation policies that place an emphasis on pay for performance. The Compensation Committee recognizes the broad concern in today's economic environment about excessive NEO compensation while also recognizing the importance of competitive compensation programs that are essential to recruiting and retaining key executive talent needed to produce successful operating results.

Please read the "Compensation Discussion and Analysis" beginning on page 14 for details about the Company's executive compensation program, including information about the compensation of our NEOs for 2019. In summary, the Board of Directors and its Compensation Committee believes that its executive compensation program aligns with the long-term interests of our stockholders and the achievement of key operating objectives.

The Company believes that its executive compensation programs are structured to mitigate risk by emphasizing long-term compensation and financial performance measures correlated with stockholder value rather than simply rewarding shorter-term performance and payout periods. This structure emphasizes:
•Pay for performance,
•Alignment of executive interests with stockholders,
•Providing compensation opportunities appropriate for the size of the Company when compared to peer companies,
•Minimizing excessive or inappropriate risk, and
•Independent oversight over compensation principles and objectives that govern compensation decisions.

This proposal requests stockholders to indicate their support for the 2019 compensation of our NEOs as disclosed in this proxy statement pursuant to the SEC's compensation disclosure rules (which includes the "Compensation Discussion and Analysis," the compensation tables, and the narrative disclosures that accompany the compensation tables in this proxy statement). This vote is not intended to address any specific element of compensation, but rather the overall compensation of our NEOs and the compensation philosophy, policies, and practices described in this proxy statement. As an advisory vote, the outcome of the vote on this proposal is not binding on the Company. However, the Compensation Committee, which is responsible for designing and administering the Company's executive compensation programs, values the opinions expressed by stockholders in the voting results on this proposal and will consider them when making future compensation decisions for our NEOs.

Accordingly, the Company is asking stockholders to vote on the following advisory resolution at the 2020 Annual Meeting:

RESOLVED, that the stockholders of National Western Life Group Inc. approve, on an advisory basis, the compensation of the Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table, and the related compensation tables, notes, and narrative in this proxy statement for the Company's 2020 Annual Meeting of Stockholders.

The Board of Directors recommends a vote "FOR" the approval of the advisory resolution on compensation of Named Executive Officers. All proxies executed and returned will be voted "FOR" the advisory resolution unless the proxy specifies otherwise.
42



AUDIT COMMITTEE REPORT

The Board of Directors maintains an Audit Committee comprised of four of the Company's non-employee independent directors. The Audit Committee of the Board is responsible for the appointment and compensation of the independent auditors for the Company, reviewing the activities and independence of the independent auditors, including the plan and scope of the audit and audit fees, monitoring the adequacy of the reporting and internal controls, oversight of any internal audit function, meeting periodically with management and the independent auditors, and resolving any disagreements between management and the independent auditors. Pursuant to the NASDAQ Listing Rules and federal securities laws, all of the members of the Audit Committee are independent.

BKD, LLP, Little Rock, Arkansas, was the Company's independent registered public accounting firm with respect to the Company's consolidated financial statements for the year ended December 31, 2018.2019. Audit services performed by BKD, LLP consist of the audit of the statutory and consolidated GAAP basis financial statements of the Company and its subsidiaries for such year, preparation of various reports based thereon, and services related to the filings with the Securities and Exchange Commission in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). In addition, BKD, LLP audited the design and operating effectiveness of the Company's internal controls over financial reporting. The Audit Committee has received periodic reports as to the Company's own testing and evaluation of its internal controls, as well as that of BKD, LLP.

The Disclosure Committee is a committee of senior officers and personnel from several NWLIC departments that reports directly to the Audit Committee. It is responsible for evaluating disclosure controls and procedures and for gathering, analyzing, and disclosing information as required to be disclosed under the securities laws. It assists the CEO and CFO with their responsibilities of making the required certifications under the securities laws regarding the Company's disclosure controls and procedures. It ensures that material financial information is properly communicated up the Company's hierarchy to the appropriate person(s) and that all disclosures are made in a timely fashion. The Disclosure Committee meets on a monthly basis.

In performance of its duties, the Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 20182019 with the Company’s management and with BKD, LLP, including the results of BKD, LLP’s audit of the Company’s financial statements. The Audit Committee has also discussed with BKD, LLP all matters that the independent registered public accounting firm was required to communicate and discuss with the Audit Committee, including the matters required to be discussed by the PCAOB Auditing Standards 16 - Communications with Audit Committees.  The Audit Committee also has received and reviewed the written disclosures and the letter from BKD, LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding BKD, LLP’s communications with the Audit Committee concerning independence, and has discussed with BKD, LLP its independence from the Company, as well as any relationships that may impact BKD, LLP’s objectivity and independence.

The Committee reviewed and discussed the audited consolidated financial statements of NWLGI as of and for the year ended December 31, 2018,2019, with management and the independent auditors. Management has the responsibility for the preparation of the Company's consolidated financial statements, and the independent auditors have the responsibility for the examination of those statements.


Based on these reviews and discussions with management and the independent auditors, the Audit Committee recommended to the Board of Directors that National Western Life Group, Inc.'s audited consolidated financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2018,2019, for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Board of Directors

E. J. Pederson, Chairman
Dr. Thomas A. Blackwell
David S. Boone
Stephen E. Glasgow

This Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or under the Exchange Act, except to the extent that National Western Life Group, Inc. specifically incorporates this information by reference, and shall not otherwise be deemed filed under such acts.
43



SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The information provided below sets forth certain information as of April 23, 2019,21, 2020, regarding (i) the ownership of voting securities of the Company by each person who is known to the management of the Company to have been the beneficial owner of more than five percent (5%) of the outstanding shares of the Company's Class A Stock or Class B Stock; (ii) the ownership interest of each director of the Company; (iii) the ownership interest of each Named Executive Officer of the Company; and (iv) the ownership interest of officers and directors of the Company as a group.  Insofar as is known to the Company, each such person, entity, or group has sole voting and investmentdispositive power with respect to all such shares of Class A Stock and Class B Stock, except as may otherwise be noted.

For purposes of the tables below, the amounts and percentages of Class A Stock and Class B Stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.  Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment"dispositive power," which includes the power to dispose of or to direct the disposition of such security.  A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days, including through the exercise of options or warrants.  Beneficial ownership also includes securities that are the subject of a voting trust, proxy, power of attorney, or other similar agreement.  Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he has no economic interest.


44

Owners of More Than 5% of Our Common Stock

Based solely upon filings made with the SEC, the following persons are the only persons known by us to own beneficially more than 5% of the outstanding shares of Class A Stock or Class B Stock as of April 23, 2019.21, 2020.  Percent of class is calculated based on 3,436,020 shares of Class A Stock and 200,000 shares of Class B Stock outstanding as of April 23, 201921, 2020.
.

Name and Address
of
Beneficial Owners
 
Title
of
Class
 
Amount and Nature
of
Beneficial Ownership
 
Percent
of
Class
Name and Address
of
Beneficial Owners		Title
of
Class		Amount and Nature
of
Beneficial Ownership		Percent
of
Class
 
Robert L. Moody, Sr.(1)

Class A Stock
1,157,897
33.70%
Robert L. Moody, Sr.(1)
Class B Stock198,07499.04%
2302 Post Office Street, Suite 702
Class B Stock
198,074
99.04%2302 Post Office Street, Suite 702
Galveston, TX
 
 
 
Galveston, TX 77550Galveston, TX 77550   



FMR LLC(2)

Class A Stock
245,447
7.14%
Frances A. Moody-Dahlberg(2)
Frances A. Moody-Dahlberg(2)
Class A Stock291,3248.48%
2302 Post Office Street, Suite 7042302 Post Office Street, Suite 704
Galveston, TX 77550Galveston, TX 77550
Ross R. Moody(3)
Ross R. Moody(3)
Class A Stock293,3248.54%
10801 N. Mopac Expy, Bldg 310801 N. Mopac Expy, Bldg 3
Austin, TX 78759Austin, TX 78759
Russell S. Moody(4)
Russell S. Moody(4)
Class A Stock291,3248.48%
2302 Post Office Street, Suite 7042302 Post Office Street, Suite 704
Galveston, TX 77550Galveston, TX 77550
Robert L. Moody, Jr.(5)
Robert L. Moody, Jr.(5)
Class A Stock298,3908.68%
2302 Post Office Street, Suite 6012302 Post Office Street, Suite 601
Galveston, TX 77550Galveston, TX 77550
FMR LLC(6)
FMR LLC(6)
Class A Stock252,3377.34%
245 Summer Street

245 Summer Street
Boston, MA 02210

Boston, MA 02210



Dimensional Fund Advisors LP(3)

Class A Stock
238,581
6.94%
Dimensional Fund Advisors LP(7)
Dimensional Fund Advisors LP(7)
Class A Stock249,3407.26%
Building One

Building One
6300 Bee Cave Road

6300 Bee Cave Road
Austin, TX 78746

 Austin, TX 78746



The Vanguard Group(4)

Class A Stock
197,750
5.76%
The Vanguard Group(8)
The Vanguard Group(8)
Class A Stock212,7416.19%
100 Vanguard Blvd.

100 Vanguard Blvd.
Malvern, PA 19355

Malvern, PA 19355
BlackRock, Inc.(9)BlackRock, Inc.(9)Class A Stock175,0305.09%
55 East 52nd Street55 East 52nd Street
New York, NY 10055New York, NY 10055

(1) Robert L. Moody, Sr. is Chairman Emeritus of the Company.  Mr. Moody is the controlling stockholder of the Company, and he holds the voting power to elect more than a majority of the members of the Board of Directors.  Of the Class A Stock listed as owned, Mr. Moody may be deemed to be the beneficial owner of one share owned by his wife, Mrs. Ann M. Moody. According to a Form Schedule
45

13D filed by Moody National Bank on June 15, 2016, Robert L.Mr. Moody, Sr., the Company’s controlling stockholder, executed a statutory power of attorney whichthat enables Moody National Bank to vote the Company’s shares owned by him. Further, according to an amendment to such Schedule 13D filed on October 16, 2019, the Class B shares shown in the table above were transferred to The Robert L. Moody Revocable Trust (the "Moody Revocable Trust"), of which Moody National Bank is trustee, on September 11, 2019. Management has been advised that, through his ability to revoke the Moody Revocable Trust, Mr. Moody has shared voting and dispositive power with respect to the Class B shares owned by the Moody Revocable Trust. As attorney-in-fact for Mr. Moody, and as trustee of the Moody Revocable Trust, Moody National Bank may have shared voting and dispositive power with respect to the Class B shares beneficially owned by Mr. Moody and the Moody Revocable Trust. Management has been advised further that Moody Bank Holding Company, Inc. (MBHC), which is wholly-owned by Moody Bancshares, Inc. (Bancshares), owns approximately 98.2% of the common stock of Moody National Bank. Management has been advised further that the Three R Trusts, trusts created by Mr. Moody, Sr. for the benefit of his children, own 100% of Bancshares’s Class B Stock (which elects a majority of Bancshares’s directors) and 50.3% of Bancshares’s Class A Stock. Accordingly, the Three R Trusts, through ownership of Bancshares, control Moody National Bank. The Trustee of the Three R Trusts is Irwin M. Herz, Jr., One Moody Plaza, 18th Floor, Galveston, Texas. MBHC, Bancshares, the Three R Trusts, and Irwin M. Herz, Jr. may have shared voting and dispositive power with respect to the Class B shares that may be beneficially owned by Moody National Bank. In addition, the Three R Trusts beneficially own 1,926 Class B shares and 2,500 Class A shares.

(2) Frances A. Moody-Dahlberg is a director of the Company.According to a Schedule 13D filed jointly on April 9, 2020 by Ms. Moody-Dahlberg, Moody FAMD Interests Ltd. (the “FAMD Partnership”), and Moody FAMD Management Company LLC (FAMD Management), the FAMD Partnership acquired 289,474 Class A shares of the Company from the Moody Revocable Trust on March 30, 2020. Such Schedule 13D reports that FAMD Management is general partner of the FAMD Partnership and that Ms. Moody-Dahlberg is manager of FAMD Management.Such Schedule 13D further reports that the FAMD Partnership, FAMD Management, and Ms. Moody-Dahlberg have shared voting and dispositive power with respect to 289,474 Class A shares and that Ms. Moody Dahlberg disclaims beneficial ownership of such shares.Such Schedule 13D further reports that Ms. Moody-Dahlberg has sole voting and dispositive power with respect to 1,850 Class A shares. The principal address of the FAMD Partnership and FAMD management is as shown in the table above for Ms. Moody-Dahlberg.

(3) Ross R. Moody is the Company’s Chairman of the Board, President and Chief Executive Officer.According to a Schedule 13D filed jointly on April 9, 2020 by Ross R. Moody, Moody RRM Interests Ltd. (the “RRM Partnership”), and Moody RRM Management Company LLC (RRM Management), the RRM Partnership acquired 289,474 Class A shares of the Company from the Moody Revocable Trust on March 30, 2020. Such Schedule 13D reports that RRM Management is general partner of the RRM Partnership and that Ross R. Moody is manager of RRM Management.Such Schedule 13D further reports that the RRM Partnership, RRM Management, and Ross R. Moody have shared voting and dispositive power with respect to 289,474 Class A shares and that Ross R. Moody disclaims beneficial ownership of such shares.Such Schedule 13D further reports that Ross R. Moody has sole voting and dispositive power with respect to 4,000 Class A shares. The principal address of the RRM Partnership and RRM management is as shown in the table above for Mr. Moody.



(4) Russell S. Moody is an advisory director of the Company.According to an amended Schedule 13D filed jointly on April 7, 2020 by Russell S. Moody, Moody RSM Interests Ltd. (the “RSM Partnership”), Moody RSM Management Company LLC (RSM Management), Moody National Bank, MBHC, Bancshares, the Three R Trusts, and Irwin M. Herz, Jr., the RSM Partnership acquired 289,474 Class A shares of the Company from the Moody Revocable Trust on March 30, 2020. Such amended Schedule 13D reports that RSM Management is general partner of the RSM Partnership, that Russell S. Moody and Moody National Bank are co-managers of RSM Management, and that Moody National Bank is attorney-in-fact for Russell S. Moody pursuant to a Power of Attorney previously executed by him.Such amended Schedule 13D further reports that the RSM Partnership and RSM Management have shared voting and dispositive power with respect to 289,474 Class A shares; Russell S. Moody has shared voting and dispositive power with respect to 291,324 Class A shares and disclaims beneficial ownership of 289,474 of such shares; Moody National Bank, MBHC and Bancshares have shared voting and dispositive power with respect to 291,325 Class A shares and disclaim beneficial ownership of all of such shares; the Three R Trusts and Irwin M. Herz, Jr. have shared voting and dispositive power with respect to 293,825 Class A shares and disclaim beneficial ownership of 291,325 of such shares; andIrwin M. Herz, Jr. has sole voting and dispositive power with respect to 2,000 Class A shares and disclaims beneficial ownership of 2,500 shares beneficially owned by Three R Trusts.The principal address of the RSM Partnership, RSM Management, Moody National Bank, MBHC, and Bancshares is 2302 Postoffice Street, Galveston, Texas 77550. The principal address of Three R Trusts is 2302 Postoffice Street, Suite 702, Galveston, Texas 77550, and the principal address of Irwin M. Herz, Jr. is One Moody Plaza, 18th Floor, Galveston, Texas 77550.

46

(2)(5) Based solelyAccording to a Schedule 13D filed jointly on informationApril 15, 2020 by Robert L. Moody, Jr., Moody RLM Jr. Interests Ltd. (the “RLM Jr. Partnership”), and Moody RLM Jr. Management Company LLC (RLM Jr. Management), the RLM Jr. Partnership acquired 289,474 Class A shares of the Company from the Moody Revocable Trust on March 30, 2020. Such Schedule 13D reports that RLM Jr. Management is general partner of the RLM Jr. Partnership and that Robert L. Moody, Jr. is manager of RLM Jr. Management.Such Schedule 13D further reports that the RLM Jr. Partnership and RLM Jr. Management have shared voting and dispositive power with respect to 289,474 Class A shares and that Robert L. Moody, Jr. has shared voting and dispositive power with respect to 298,390 Class A shares. Such Schedule 13D further reports that Robert L. Moody, Jr. disclaims beneficial ownership of the 289,474 shares owend by the RLM Jr. Partnership. The principal address of the RLM Jr. Partnership and RLM Jr. management is as shown in the table above for Mr. Moody, Jr.

(6) In a Schedule 13G/A filed by FMR LLC ("FMR")(FMR) on February 13, 2019.7, 2020, FMR reported beneficially owning 245,447 shares of252,337 Class A Stockshares, with sole voting power of 81,249with respect to 90,451 Class A shares and sole dispositive power of 245,447with respect to 252,337 Class A shares. According to such Schedule 13G/A, FMR is a parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934.

(7)(3) Based solely on information in In a Schedule 13G13G/A filed by Dimensional Fund Advisors LP ("Dimensional")(Dimensional) on February 8, 2019.12, 2020, Dimensional reported beneficially owning 238,581 shares of249,340 Class A Stockshares, with sole voting power of 238,581with respect to 240,272 Class shares ofand sole dispositive power with respect to 249,340 Class A Stock and dispositive power of 247,788 shares of Class A Stock.shares. Dimensional inis an investment adviser registered under the Investment Advisors Act of 1940. The1940, and the shares reported as beneficially owned by Dimensional are held by various investment companies registered under the Investment Company Act of 1940, and1940. The Schedule 13G/A also reports that Dimensional serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (such investment companies, trusts and accounts, collectively referred to as the "Funds"). In and that, in certain cases, subsidiaries of Dimensional may act as an adviser or sub-adviser to certain Funds.

(8)(4) Based solely on information in In a Schedule 13G13G/A filed by The Vanguard Group ("Vanguard")(Vanguard) on February 11, 2019.12, 2020, Vanguard reported beneficially owning 197,750 shares of212,741 Class A Stockshares, with sole voting power of 2,266with respect to 2,318 Class A shares, shared voting power of 100with respect to 200 Class A shares, sole dispositive power of 195,634with respect to 210,616 Class A shares, and shared dispositive power of 2,423with respect to 2,125 Class A shares. According to such Schedule 13G/A, Vanguard inis an investment adviser registered under the Investment Advisors Act of 1940.


(9)In a Schedule 13G filed by BlackRock, Inc. on February 7, 2020,BackRock, Inc. reported beneficially owning 175,030 Class A shares, with sole voting power with respect to 168,447 Class A shares and sole dispositive power with respect to 175,030 Class A shares.According to such Schedule 13G, BlackRock, Inc. is a parent holding company in accordance with Section 240.13d-1(b)(1)(ii)(G) of the Securities Exchange Act of 1934.
47


Directors and Executive Officers

Except under applicable community property laws or as otherwise indicated in the footnotes to the table below, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned.  The address of all directors and executive officers in this table is c/o National Western Life Group, Inc., 10801 N Mopac Expy Bldg 3, Austin, TX 78759.  Ownership amounts are as of April 23, 2019.21, 2020.    Percent of class is calculated based on 3,436,020 shares of Class A Stock and 200,000 shares of Class B Stock outstanding as of April 23, 2019.21, 2020.
Directors
and Officers
Title
of Class
Amount and Nature of
Beneficial Ownership†
Percent
of
Class
Directors and Named Executive Officers:
Ross R. MoodyClass A Stock4,000+
Class A Stock625
(1)
+
Class B Stock482
(1)
+
Charles D. MilosClass A Stock6,836+
Directors:
Dr. Thomas A. BlackwellClass A Stock—+
David S. BooneClass A Stock—+
Stephen E. GlasgowClass A Stock20+
E. Douglas McLeodClass A Stock2,000+
Ann M. MoodyClass A Stock1
(2)
+
Class B Stock—
(2)
+
Frances A. Moody-DahlbergClass A Stock1,850+
Class A Stock625
(1)
+
Class B Stock482
(1)
+
E. J. PedersonClass A Stock10+
Directors and ExecutiveClass A Stock15,967+
Officers as a GroupClass B Stock963+
(7 Persons)

Directors
and Officers		Title
of Class		Amount and Nature of
Beneficial Ownership†		Percent
of
Class
Directors and Named Executive Officers:
Ross R. MoodyClass A Stock293,474
(1)
8.54%
Charles D. MilosClass A Stock6,838+
Directors:  
Dr. Thomas A. BlackwellClass A Stock—+
David S. BooneClass A Stock—+
Stephen E. GlasgowClass A Stock20+
E. Douglas McLeodClass A Stock2,000+
Ann M. MoodyClass A Stock1
(2)
+
Frances A. Moody-DahlbergClass A Stock291,324
(3)
8.48%
E. J. PedersonClass A Stock10+
Directors and ExecutiveClass A Stock593,66717.28%
Officers as a Group
(7 Persons)   

(1) Shares are owned indirectly throughSee footnote (3) to the Three R Trusts.  The Three R Trusts are trusts for“Owners of More than 5% of Our Common Stock” table above.
(2) See footnote (1) to the benefit“Owners of the childrenMore than 5% of Mr. Robert L. Moody, Sr. (Robert L. Moody, Jr., Ross R. Moody, Russell S. Moody, and Frances A. Moody-Dahlberg).  The Three R Trusts own a total of 2,500 shares of Class A Stock and 1,926 shares of Class B Stock.
(2) Mrs.Our Common Stock” table above. Ann M. Moody is not deemed to be the beneficial owner of shares heldbeneficially owned by Robert L. Moody, Sr., Mrs. Moody's husband. Any determination regarding Mrs. Moody's beneficial ownership of such securities for purposes of federal securities laws has no impact on her ownership of those securities under state law, which ownership rights are governed by state law and agreements that have been entered into between Mr. Moody and Mrs. Moody.
(3) See footnote (2) to the “Owners of More than 5% of Our Common Stock” table above.

+ Indicates ownership of less than one percent of the class.


48



SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities (collectively, the "Reporting Persons") to file reports of ownership and changes in ownership on Forms 3, 4, and 5 with the SEC and the NASDAQ Global Market. The Reporting Persons are required by SEC regulation to furnish us with copies of all Forms 3, 4, and 5 and any amendments thereto that they file. Based solely on our review of the copies of such forms that we have received and, where applicable, any written representations by any of them that no Form 5 was required, we believe that with respect to the year ended December 31, 2018,2019, all the Reporting Persons complied with the applicable filing requirements on a timely basis.

OTHER INFORMATION

Annual Report to Stockholders

A copy of the 20182019 Annual Report to Stockholders of National Western Life Group, Inc. for the year ended December 31, 20182019 has been provided concurrently with this proxy statement to all stockholders entitled to notice of and to vote at the Annual Meeting. The Annual Report to Stockholders is not incorporated by reference into this proxy statement and is not considered proxy solicitation material.

The Company's Annual Report on Form 10-K for the year ended December 31, 2018,2019, as filed with the SEC on March 1, 2018,February 28, 2020, including any financial statements but without exhibits, is available at www.nwlgi.com or may be viewed at the United States Securities and Exchange Commission ("SEC") Public Reference Room in Washington, D.C. or at the SEC's Internet site at www.sec.gov; and may also be obtained without charge by written request to the Secretary, National Western Life Group, Inc., 10801 N Mopac Expy Bldg 3, Austin, TX 78759.

Deadlines for Submitting Stockholder Nominations and Proposals

Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in our proxy statement and form of proxy and for consideration at our next annual meeting of stockholders. In order for a stockholder proposal to be eligible for inclusion in the proxy statement and form of proxy for next year's annual meeting pursuant to Rule 14a-8(e) of the Exchange Act, the proposal must be received by the Secretary of NWLGI at 10801 N Mopac Expy Bldg 3, Austin, TX 78759 not later than January 3, 2020,8, 2021, the date that is at least 120 days prior to May 3, 2020,8, 2021, the anniversary date that this proxy statement was first made available to stockholders. Such proposals must meet all of the requirements of applicable Delaware law and the rules and regulations promulgated by the SEC (including the requirements of Rule 14a‑8)14a-8) to be eligible for inclusion in our 20202021 proxy materials. While the Board of Directors will consider stockholder proposals, we reserve the right to omit from our proxy statement and form of proxy stockholder proposals that we are not required to include under the Exchange Act, including Rule 14a-8.

Stockholders may contact the Secretary at our principal executive office located at 10801 N Mopac Expy Bldg 3, Austin, TX 78759 for a copy of the requirements for making stockholder proposals.

Management does not intend to present and does not have any reason to believe that others will present at the Annual Meeting any item of business other than those set forth herein. However, if other matters are properly presented for a vote, the proxies will be voted upon such matters at the discretion and in accordance with the judgment of the person acting under the proxy.
49


Documents Available Without Charge
You may request a copy of our Annual Report on Form 10-K for the year ended December 31, 20182019 and our proxy statement, each as filed with the SEC, at no cost, by writing to or telephoning us at the following address:
National Western Life Group, Inc.
10801 N Mopac Expy Bldg 3
Austin, TX 78759
Telephone: (512) 836-1010
Attn: Investor Relations
 
If you would like to request documents from us, please do so by June 6, 20194, 2020 to receive them before the annual meeting. We will send requested documents by first-class mail within one business day after receiving the request.
You should rely only on the information contained or incorporated by reference in this proxy statement to vote on the annual meeting proposals. No one has been authorized to provide you with information that is different from what is contained in this proxy statement or in the incorporated documents.
This proxy statement is dated April 30, 2019.29, 2020. You should not assume the information contained in this proxy statement is accurate as of any date other than this date, and the mailing of this proxy statement to stockholders shall not imply information is accurate as of any other date.
By Order of the Board of Directors
/S/ Rey PerezGina Byrne Miller
Rey PerezGina Byrne Miller
Senior Vice President - Chief Legal Officer and Secretary

Austin, Texas
April 30, 201929, 2020

IT IS IMPORTANT THAT PROXIES BE SUBMITTED PROMPTLY. REGARDLESS OF WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO VOTE VIA THE INTERNET OR BY PHONE,MOBILE VOTING, OR COMPLETE, SIGN, DATE, AND RETURN A PROXY CARD.


45
50