DEF 14A of Aflac Inc, Mar 21, 2024

DEF 14A of Aflac Inc

Filed Mar 21, 2024 · FY20230000004977-24-000068

Open on EDGAR

  1. Director Nominees Summary

    Director Nominees Summary

  2. Director Nominees Summary

    | | | Lead Non-Management Director | | | | DANIEL P. AMOS, 72 Chairman, Chief Executive Officer and President, Aflac Incorporated Director Since 1983 Committees: E, FI | W. PAUL BOWERS, 67 Retired Chairman and Chief Executive Officer, Georgia Power Co. Director Since 2013 Committees: AR*, CD, CSR, E | | ARTHUR R. COLLINS, 64 Founder and Chairman of theGROUP Director Since 2022 Committees: CG, CSR | MIWAKO HOSODA, 54 Professor, Seisa University Director Since 2023 | | | | | | | | THOMAS J. KENNY, 60 Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset Management Director Since 2015 Committees: CD, CSR, FI | GEORGETTE D. KISER, 56 Operating Executive, The Carlyle Group Director Since 2019 Committees: AR*, C | | KAROLE F. LLOYD, 65 Certified Public Accountant and retired Ernst & Young LLP audit partner Director Since 2017 Committees: AR*, CD, E, FI | NOBUCHIKA MORI, 67 Representative Director, Japan Financial and Economic Research Co. Ltd. Director Since 2020 Committees: CG, FI | | | | | | | | JOSEPH L. MOSKOWITZ, 70 Retired Executive Vice President, Primerica, Inc. Director Since 2015 Committees: AR*, C, CD, E | KATHERINE T. ROHRER, 70 Vice Provost Emeritus, Princeton University Director Since 2017 Committees: C, CG, E | | | |

  3. Director Nominees Summary

    | Committee Key | | | | | | | | | AR | Audit & Risk | C | Compensation | CD | Corporate Development | CG | Corporate Governance | | CSR | Corporate Social Responsibility & Sustainability | E | Executive | FI | Finance & Investment | l | Chair | | | Independent | * | Financial Expert | | | | |

  4. Director Nominees Summary

    | VOTING ROADMAP | 2024 PROXY STATEMENT | 11 |

  5. Director Nominees

    Director Nominees

  6. Director Nominees

    | Daniel P. Amos CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT OF AFLAC INCORPORATED | | | | W. Paul Bowers RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF GEORGIA POWER CO. LEAD NON-MANAGEMENT DIRECTOR | | | | | | | | | | | AGE 72 | DIRECTOR SINCE 1983 | COMMITTEES E FI | | AGE 67 | DIRECTOR SINCE 2013 | | | COMMITTEES AR* CD CSR E | | | | | | | •Chief Executive Officer of Aflac Incorporated and Aflac since 1990 •Chairman of Aflac Incorporated and Aflac since 2001 •President of Aflac from July 2017 to May 2018 •President of Aflac Incorporated since January 2024 and from February 2018 through December 2019 •Spent 50 years in various positions at Aflac Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Amos’ more than 40 years of experience at Aflac Incorporated provides invaluable expertise and insights to both the leadership team and the Board on how to effectively execute strategic priorities in unpredictable macroeconomic and competitive landscapes. His experience and approach deliver insightful expertise and guidance to the Board on topics relating to corporate governance, people management, and risk management. Mr. Amos has appeared five times on Institutional Investor magazine’s lists of America’s Best CEOs for the insurance category, has been recognized as one of the 100 Best-Performing CEOs in the World by the Harvard Business Review five times, and has received a Lifetime Achievement Award for his dedication to corporate responsibility by CR Magazine. Public Company Boards •Synovus Financial Corp. (2001-2011) •Southern Company (2000-2006) | | | | •Retired as chairman and chief executive officer of Georgia Power, the largest subsidiary of Southern Company, a gas and electricity utility holding company, on July 1, 2021, a position that he held since 2011 •President of Georgia Power from 2011 until November 2020 •Chief financial officer of Southern Company from 2008 to 2010 •Served in various senior executive positions across Southern Company in Southern Company Generation, Southern Power, and the company’s former U.K. subsidiary, where he was president and chief executive officer of South Western Electricity LLC/Western Power Distribution Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Bowers brings to the Board a valuable and unique perspective from his considerable financial knowledge, national and international business experience operating in a highly regulated industry, and expertise in corporate development and managing the evolving risks associated with cybersecurity. Public Company Boards •Brand Industrial Holding, Inc. (since 2019) •Audit Committee Chair (since 2019) •Exelon Corporation (since 2021) •Audit Committee and Corporate Governance Committee (since 2022) Other Board or Leadership Positions, Professional Memberships or Awards •Chair, Atlanta Committee for Progress (2016) •Nuclear Electric Insurance Ltd. (since 2009); Chairman (2017-2019) •Board of Regents of the University System of Georgia (2014-2018) •Federal Reserve Bank of Atlanta’s Energy Policy Council (2008-2018) | | | | | | | | | | | LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance | | | | | | | | | | | | | | | CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • | | | | | | | Independent • | | | Chair • | | | Member |

  7. Director Nominees

    | CORPORATE GOVERNANCE MATTERS | 2024 PROXY STATEMENT | 15 |

  8. Director Nominees

    | Arthur R. Collins FOUNDER AND CHAIRMAN OF theGROUP | | | | Miwako Hosoda PROFESSOR, SEISA UNIVERSITY | | | | | | | | | | AGE 64 | DIRECTOR SINCE 2022 | COMMITTEES CG CSR | | AGE 54 | DIRECTOR SINCE 2023 | | | | | | | | | •Founder and Chairman of theGROUP, a government relations and strategic communications consulting firm, since 2011 •Chairman and CEO of Public Private Partnership, Inc., which he established, from 1989 to 2011 •Experienced and trusted strategic advisor to corporate leaders and domestic and foreign governments with concentrations in real estate, healthcare, and global public policy •Additional areas of expertise include financial services, trade, energy, information technology, consumer products, agriculture, transportation, manufacturing, and national security Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Collins has more than 30 years of experience as a trusted advisor and strategist providing counsel to corporate leaders, heads of state and their governments, and non-profit executives and their boards. He brings his expertise in governmental affairs and regulatory matters and provides our Board with the relevant skills and perspective to effectively navigate the challenges of the regulatory and geopolitical environments and continue to execute our strategic priorities. Public Company Boards •KB Home (since 2020) •Nominating and Corporate Governance Committee •Management Development and Compensation Committee •RLJ Lodging Trust (since 2016) •Compensation, Nominating and Corporate Governance Committees Other Board or Leadership Positions, Professional Memberships or Awards •Member, Council on Foreign Relations (since 2023) •Member, Ford’s Theatre Board of Trustees (since 2023) •Member, Smithsonian’s National Museum of Asian Art Board of Trustees (since 2022) •Vice Chair, Brookings Institution Board of Trustees (2014-2023) •Member, Economic Club of Washington, D.C. (since 2012) •Chairman, Morehouse School of Medicine Board of Trustees (since 2009) •Member, Meridian International Center Board of Trustees (2009-2017) •Chairman, Florida A&M University Board of Trustees (2001-2003) | | | | •Professor, Seisa University, Faculty of Life Network Science from 2012 to present •Vice President from 2013 to 2021 •Research fellow, Harvard T.H. Chan School of Public Health •Abe Fellow in the Department of Society, Human Development and Health from 2010 to 2012 •Takemi Fellow in the Department of Global Health and Population, The Takemi Program in International Health from 2008 to 2010 •Associate, Columbia University, Mailman School of Public Health, Department of Sociomedical Sciences from 2005 to 2008 •Research Fellow, Japan Society for the Promotion of Science from 2002 to 2005 Notable Experience Aligned with Our Strategy and Key Board Contributions Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of health. Her research on the social aspects of healthcare, collaborative efforts among welfare, education, and medical sectors for complex health problem-solving, and patient community engagement. These areas include a wide range of topics such as international comparisons of health governance, peer support among individuals with illnesses or disabilities, and practical implementation of community care. In addition to her primary interests, Dr. Hosoda is also an expert in public health, bioethics, social welfare, and environmental science. Her interdisciplinary expertise provides our Board with a profound technical understanding of our customer’s needs and priorities in the Japanese public health landscape. Other Board or Leadership Positions, Professional Memberships or Awards •Board of Directors, The University of Tokyo, New York Office, Inc. (Since 2023) •Board of Directors, Brain Injury Caring Communities Society (2017 to 2020), President (since 2023) •Representative Director, Inclusive Action For All (since 2020) •Vice president, Asia Pacific Sociological Association (since 2021); President (2017 to 2020) •Board of Trustees, The Japanese Foundation for Cancer Research (2015 to 2021) | | | | | | | | | | LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance | | | | | | | | | | | | | | CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • | | | | | | | Independent • | | Chair • | | | Member |

  9. Director Nominees

    | 16 | AFLAC INCORPORATED | CORPORATE GOVERNANCE MATTERS |

  10. Director Nominees

    | Thomas J. Kenny FORMER PARTNER AND CO-HEAD OF GLOBAL FIXED INCOME, GOLDMAN SACHS ASSET MANAGEMENT | | | | Georgette D. Kiser OPERATING EXECUTIVE, THE CARLYLE GROUP | | | | | | | | | | | AGE 60 | DIRECTOR SINCE 2015 | COMMITTEES CD CSR FI | | AGE 56 | DIRECTOR SINCE 2019 | | | COMMITTEES AR* C | | | | | | | •Co Chair of Nuveen Funds (a TIAA Company) since January 2024 •Held a variety of leadership positions at Goldman Sachs for twelve years, most recently serving as partner and advisory director •Served as co-head of the Global Cash and Fixed Income Portfolio team at Goldman Sachs Asset Management, where he was responsible for overseeing the management of more than $600 billion in assets across multiple strategies with teams in London, Tokyo, and New York •Spent thirteen years at Franklin Templeton •CFA charter holder Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Kenny has extensive experience in asset and investment management and, specifically, portfolio solutions for insurance companies. His significant accounting and finance knowledge, as well as experience from serving in leadership roles on several company boards, provides the Board with valuable insight and expertise that supports our capital allocation decision-making and the evaluation of potential strategic transactions that drive long-term shareholder value. Other Board or Leadership Positions, Professional Memberships or Awards •Nuveen Funds (a TIAA Company), Co-Chair (since January 2024): •Executive Committee, Chair (since January 2024) •Investment Committee (since January 2024) •Compliance Committee (since January 2024) •Nomination and Governance Committee (since January 2024) •Open End Fund Committee (since January 2024) •ParentSquare (since 2021) •CREF Board of Trustees, Chairman (2017 through 2023) •TIAA-CREF Fund Complex: •Executive Committee, Chair (2017 through 2023) •Investment Committee (2011 through 2023) •Audit and Compliance Committee (2018 through 2023) •Nominating and Governance Committee (2017 through 2023) •Ad Hoc CREF Special Projects Committee (2020 through 2023) | | | | •Operating Executive at The Carlyle Group, a global alternative asset management firm, since May 2019, where she advises Carlyle professionals through the investment process, from sourcing deals, conducting diligence, managing companies and exiting transactions •Helps set IT strategy for Carlyle Portfolio companies and drives IT/digital diligence and advisory efforts. •Former managing director and chief information officer, where she was responsible for leading the firm’s global technology and solutions organization from February 2015 until May 2019 •Developed and drove information technology strategies across the global enterprise, which includes the firm’s application development, data, digital, infrastructure, cybersecurity, and program management and outsourcing activities •Serves as an independent advisor who helps lead due diligence and technical strategies across various middle market private equity and venture capital firms •Led teams that provided creative solutions for investment front office, trading, and back-office operations at T. Rowe Price •Worked for General Electric within their aerospace unit Notable Experience Aligned with Our Strategy and Key Board Contributions Throughout Ms. Kiser’s three-plus decade career, she has established extensive experience and success developing and leading talented teams to deliver decision support systems and technical solutions, including cybersecurity, for financial services firms. She has consistently been recognized for bringing credibility to solutions and technical organizations in addition to building strong business partnerships, leveraging human and technical resources, implementing investment and customer management systems, and producing advanced data management solutions. Public Company Boards •Jacobs Engineering (since 2019) •Adtalem Global Education (since 2018) •NCR Voyix Corporation (formerly NCR Corporation) (since 2020) Other Board or Leadership Positions, Professional Memberships or Awards •Brown Advisory Board mutual fund (since 2022) | | | | | | | | | | | LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance | | | | | | | | | | | | | | | CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • | | | | | | | Independent • | | | Chair • | | | Member |

  11. Director Nominees

    | CORPORATE GOVERNANCE MATTERS | 2024 PROXY STATEMENT | 17 |

  12. Director Nominees

    | Karole F. Lloyd CERTIFIED PUBLIC ACCOUNTANT AND RETIRED ERNST & YOUNG LLP AUDIT PARTNER | | | | Nobuchika Mori REPRESENTATIVE DIRECTOR, JAPAN FINANCIAL AND ECONOMIC RESEARCH CO. LTD. | | | | | | | | | | | AGE 65 | DIRECTOR SINCE 2017 | COMMITTEES AR* CD E FI | | AGE 67 | DIRECTOR SINCE 2020 | | | COMMITTEES CG FI | | | | | | | •Certified public accountant and retired as vice chair and regional managing partner for Ernst & Young, LLP (“EY”), a global accounting firm, in December 2016 •Brings more than 37 years of work experience and leadership, most recently as part of the US Executive Board, Americas Operating Executive and the Global Practice Group for EY, and has extensive experience in the audits of large financial services, insurance, and health care companies •Served many of EY’s highest profile clients through mergers, IPOs, acquisitions, divestitures, and across numerous industries including banking, insurance, consumer products, transportation, real estate, manufacturing, and retail •Served as an audit partner for publicly held companies in both the United States and Canada •Other experience includes leadership and consulting with respect to financial reporting, board governance and legal matters, regulatory compliance, internal audit, and risk management Notable Experience Aligned with Our Strategy and Key Board Contributions Ms. Lloyd’s extensive accounting and advisory experience across the financial services industry, combined with her leadership skills and strategic thinking, supports our Board’s oversight of risk and helps inform our capital allocation decision-making and the evaluation of potential strategic transactions that drive long-term shareholder value. Public Company Boards •Churchill Downs Incorporated (since 2018) •Audit Committee Other Board or Leadership Positions, Professional Memberships or Awards •CERT Certificate in Cybersecurity Oversight •The University of Alabama President’s Advisory Council (since 2003) •The University of Alabama Board of Visitors for the Commerce and Business School (since 2001) •Atlanta Symphony Orchestra Board of Directors (since 2010) •Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee (2009-2016) | | | | •Representative director of the Japan Financial and Economic Research Co. Ltd., a research and consulting firm •Responsible for providing research and consulting services to companies in Japan and abroad since July 2018 •Eminent guest professor at the Center for Advanced Research in Finance, Graduate School of Economics, University of Tokyo (since July 2022) •Senior research scholar and adjunct professor at Columbia University’s School of International and Public Affairs (2018 to 2021) •Commissioner of the Financial Services Agency of Japan (the “JFSA”), Japan’s integrated financial regulator, from July 2015 until his retirement in July 2018 •Led supervision of financial institutions including banks, securities firms and insurance companies •Directed legislative and regulatory planning to ensure financial stability and enhance economic growth in Japan •More than 30 years in senior positions at JFSA and Japan’s Ministry of Finance (the “MOF”) before becoming the head of JFSA, including: •JFSA Vice Commissioner for Policy Coordination •JFSA Director General for Inspection •JFSA Director General for Supervision •Served in a range of diplomatic posts reflecting his expertise in international financial markets and regulatory standards, including: •Chief Representative in New York for the MOF •Minister of the Embassy of Japan in the United States of America •Deputy Treasurer at the Inter-American Development Bank Notable Experience Aligned with Our Strategy and Key Board Contributions Over a three-plus decade career immersed in Japan’s finance industry as a financial regulator, policymaker, and standard setter in Japan and internationally, Mr. Mori gained extensive specialized economic, policy, and financial regulatory expertise, knowledge and experience. He brings to the Board indispensable, significant insight with respect to the Company’s Japanese business operations from his considerable financial and economic knowledge, international business experience, and regulatory acumen spanning highly regulated industries in Japan and internationally. Other Board or Leadership Positions, Professional Memberships or Awards •Center on Japanese Economy and Business (CJEB) Professional Fellow (since 2018) | | | | | | | | | | | LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance | | | | | | | | | | | | | | | CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • | | | | | | | Independent • | | | Chair • | | | Member |

  13. Director Nominees

    | 18 | AFLAC INCORPORATED | CORPORATE GOVERNANCE MATTERS |

  14. Director Nominees

    | Joseph L. Moskowitz RETIRED EXECUTIVE VICE PRESIDENT, PRIMERICA, INC. | | | | Katherine T. Rohrer VICE PROVOST EMERITUS, PRINCETON UNIVERSITY | | | | | | | | | | | AGE 70 | DIRECTOR SINCE 2015 | COMMITTEES AR* C CD E | | AGE 70 | DIRECTOR SINCE 2017 | | | COMMITTEES C CG E | | | | | | | •Executive vice president of Primerica, Inc., an insurance and investments company, from 2009 until 2014, leading the Product Economics and Financial Analysis Group •Joined Primerica in 1988 and served in various capacities, including managing the group responsible for financial budgeting, capital management support, earnings analysis, and analyst and stockholder communications support •Chief actuary from 1999 to 2004 •Vice president of Sun Life Insurance Company from 1985 to 1988 •Senior manager at KPMG from 1979 to 1985 Notable Experience Aligned with Our Strategy and Key Board Contributions With forty years of actuarial experience and leadership roles in the insurance industry, Mr. Moskowitz provides our Board with vital insight into the analysis and evaluation of actuarial and financial models, which form the basis of various aspects of corporate planning, financial reporting, and risk assessment. Other Board or Leadership Positions, Professional Memberships or Awards •Fellow, Society of Actuaries (since 1979) •Member, American Academy of Actuaries (since 1979) | | | | •Vice provost emeritus at Princeton University •Vice provost for Academic Programs from 2001 until 2015 •Held several senior leadership positions including associate dean of the faculty and assistant dean of the college, starting in 1988 •Served as interim associate dean of the graduate school in 2016 to 2017 •Assistant professor at Columbia University from 1982 to 1988 •Trustee of Emory University, where she serves on the executive committee as well as the academic affairs committee, which she chaired from 2013 to 2020 Notable Experience Aligned with Our Strategy and Key Board Contributions With more than 30 years as a university leader, Dr. Rohrer provides our Board with a wealth of experience highlighted by a commitment to academic rigor and financial management. Her operational expertise includes: executing on institutional budgetary decisions; leading academic governance and priority-setting; spearheading the recruitment of deans and other senior academic administrators; developing university-level messaging and communications; and managing endowments. Dr. Rohrer’s management career has included a focus on social responsibility, inclusion, and diversity. Other Board or Leadership Positions, Professional Memberships or Awards •Emory University Board of Trustees (2008-2022) •Academic Affairs Committee (Chair 2013-2020) •Executive Committee (2012-2022) •Finance Committee (2014-2020) •Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now “Arm in Arm”); and Dryden Ensemble | | | | | | | | | | | LEGEND: * Financial Expert • AR Audit and Risk • C Compensation • CD Corporate Development • CG Corporate Governance | | | | | | | | | | | | | | | CSR Corporate Social Responsibility and Sustainability • E Executive • FI Finance and Investment • | | | | | | | Independent • | | | Chair • | | | Member |

  15. Director Nominees

    | CORPORATE GOVERNANCE MATTERS | 2024 PROXY STATEMENT | 19 |

  16. Director Not Eligible for Re-election

    Director Not Eligible for Re-election Pursuant to the Company’s Guidelines on Significant Corporate Governance Issues, Dr. Barbara K. Rimer, who turned 75 prior to our Annual Meeting, is not eligible to be nominated for re-election. As a result, the Company has not nominated Dr. Rimer for election to the Board at the 2024 Annual Meeting and reduced the number of authorized Directors from eleven to ten. Dr. Rimer has served on our Board since 1995. We thank Dr. Rimer for her service to the Board.

  17. Director Independence

    Director Independence The Board annually assesses the independence of each Director and Director nominee. Daniel P. Amos is an employee of the Company. The Board has determined that all of the other Directors during the last completed fiscal year and Director nominees are “independent” under New York Stock Exchange (“NYSE”) listing standards. None of the independent nominees has a material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. The Board made its determination based on information furnished by all Directors regarding their relationships with the Company and research conducted by management.

  18. 2024 Independent Director Nominee Tenure Mix

    2024 Independent Director Nominee Tenure Mix

  19. 2024 Independent Director Nominee Tenure Mix

    | a diverse balance of longer tenured members and newer members | |

  20. Director Compensation

    Director Compensation Directors who also serve as employees of the Company or its subsidiaries do not receive compensation as Board members. The Compensation Committee reviews the policy regarding total compensation for Non-employee Directors at least every other year and recommends compensation to the Board consistent with that policy. When making its recommendation, the Compensation Committee considers a variety of factors, including the Non-employee Director pay packages at our peer group companies, the skills and backgrounds required of Non-employee Directors to serve on the Company’s Board, and the balance between the cash and equity components of the package. The Board makes final determinations regarding Non-employee Director compensation.

  21. Director Compensation

    | The Compensation Committee assesses Director compensation and uses its independent compensation consultant to benchmark against the peer group at least every other year. |

  22. 2023 Director Compensation

    2023 Director Compensation The following table identifies each item of compensation paid to Non-employee Directors for 2023.

  23. 2023 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | Option Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | W. Paul Bowers | 225,011 | 165,065 | — | — | — | 390,076 | | Arthur R. Collins | 135,000 | 165,065 | — | — | 17,618 | 317,683 | | Toshihiko Fukuzawa* | 45,000 | — | — | — | — | 45,000 | | Miwako Hosoda | 90,000 | 346,804 | — | — | — | 436,804 | | Thomas J. Kenny | 160,000 | 165,065 | — | — | 13,077 | 338,142 | | Georgette D. Kiser | 150,000 | 165,065 | — | — | — | 315,065 | | Karole F. Lloyd | 185,000 | 165,065 | — | — | — | 350,065 | | Nobuchika Mori | 135,000 | 165,065 | — | — | — | 300,065 | | Joseph L. Moskowitz | 175,000 | 165,065 | — | — | 16,628 | 356,693 | | Barbara K. Rimer, DrPH | 160,000 | 165,065 | — | — | 16,483 | 341,548 | | Katherine T. Rohrer | 160,000 | 165,065 | — | — | — | 325,065 |

  24. 2023 Director Compensation

    * Toshihiko Fukuzawa’s term on the Board of Directors ended May 1, 2023. (1)Daniel P. Amos is not included in the table because he is an employee and thus did not receive compensation for his services as a Director. The compensation received by Mr. Amos as an employee is shown in the Summary Compensation Table. (2)W. Paul Bowers elected to receive his annual cash retainer and other cash compensation in restricted stock. The fair value of these shares, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) using the closing per-share stock price on the date of grant of $70.36, was $225,011. (3)This column represents the dollar amount recognized in accordance with ASC 718 for financial statement purposes with respect to the 2023 fiscal year for the fair value of restricted stock granted in 2023. The fair values of the awards granted in 2023 were calculated using the closing per-share stock price on the date of grant of $70.36 for the awards granted on May 1, 2023. As of December 31, 2023, the following Non-employee Directors held the following number of restricted stock awards: W. Paul Bowers, 5,640; Arthur R. Collins 2,386; Miwako Hosoda, 5,014; Thomas J. Kenny, 2,386; Georgette D. Kiser, 2,386; Karole F. Lloyd, 2,386; Nobuchika Mori, 2,386; Joseph L. Moskowitz, 2,386; Barbara K. Rimer, 2,386; and Katherine T. Rohrer, 2,386. (4)Represents change in pension value. Barbara K. Rimer participates in the Directors’ retirement plan. The other directors do not participate in the Directors’ retirement plan since they first became Directors after the plan was closed to new participants in 2002. The aggregate change in the actuarial present value of the accumulated benefit obligation was a decrease of $13,903. (5)Amounts include charges for spousal travel, meals, and entertainment costs.

  25. 2023 Director Compensation

    | 36 | AFLAC INCORPORATED | CORPORATE GOVERNANCE MATTERS |

  26. Elements of Our Executive Compensation Program

    | CEO TARGET COMPENSATION MIX | | OTHER NEOs AVERAGE TARGET COMPENSATION MIX | | | | 10% Base Salary 24% Management Incentive Plan 66% Long-Term Incentive | | 19% Base Salary 33% Management Incentive Plan 48% Long-Term Incentive |

  27. 2023 Management Incentive Plan Performance

    2023 Management Incentive Plan Performance

  28. 2023 Management Incentive Plan Performance

    | | Performance | Result | | Corporate Metric: | | | | Adjusted Earnings per Diluted Share on a Consolidated Basis for the Company (Excluding Foreign Currency Effect) | $6.56* | | | U.S. Segment Metrics: | | | | Increase in New Annualized Premium | 5.06% | | | Increase in Net Earned Premium | 1.89% | | | Cost Savings from Transformation Initiatives | $55.0 million | | | Japan Segment Metrics: | | | | New Annualized Premium (in billions of yen) | ¥60.7 | | | Decrease in Net Earned Premium (as adjusted for MIP)** | (6.84)% | | | Cost Savings from Transformation Initiatives (in billions of yen) | ¥4.9 | | | Global Investments Metrics: | | | | Net Investment Income (U.S. and Japan GAAP Segments Only) | Budget plus 5.66% | | | Credit Losses/Impairments | $(200 million) | | | MIP Modifier: | | | | Four Sustainability Objectives | +0% | Three Sustainability Objectives Achieved |

  29. 2023 Management Incentive Plan Performance

    * Adjusted earnings per diluted share on a currency-neutral basis for the full year came in at $6.43 per share as reported; however, applying the definition of the compensation metric increased the achieved result to $6.56 on a currency-neutral basis. ** See Appendix A to this Proxy Statement for the definition of this non-GAAP financial measure, which describes how the measure is calculated from our audited financial statements.

  30. 2021-2023 Long-Term Incentive Performance Results

    2021-2023 Long-Term Incentive Performance Results

  31. 2021-2023 Long-Term Incentive Performance Results

    | | Performance | Result | | Metrics: | | | | Currency Neutral AROE Result (70% Weighted) | 15.0% | | | SMR (15% Weighted) | 917% | | | RBC (15% Weighted) | 675% | | | RTSR Modifier | 96th percentile | |

  32. 2021-2023 Long-Term Incentive Performance Results

    | | Exceeded Maximum Goal | | Below Minimum Goal | | Between Target and Maximum Goal | | Between Minimum and Target Goal |

  33. 2021-2023 Long-Term Incentive Performance Results

    | 38 | AFLAC INCORPORATED |

  34. Key Elements of Our 2023 Executive Compensation Program

    | CEO Pay Mix and Element | | Terms | Performance Measure(s) | | Objective(s) | | | BASE SALARY | The fixed amount of annual cash compensation for performing day-to-day responsibilities. Generally reviewed biennially for potential increase based on a number of factors, including market levels, performance, and internal equity. | Levels set based on market data, job scope, responsibilities, experience, and individual performance. | | •Attract and retain talent | | | MANAGEMENT INCENTIVE PLAN (“MIP”) | Annual variable cash incentive compensation based on the achievement of predetermined annual performance goals. Weighting of performance metrics varies based on NEO role | Performance metrics align with our business strategy, geographic segment goals, and key value drivers: •Corporate goal: adjusted earnings per diluted share, excluding the impact of foreign currency •U.S. goals: new annualized premium, net earned premium, cost savings from transformation initiatives •Japan goals: new annualized premium, net earned premium, cost savings from transformation initiatives •Global Investments goals: net investment income; credit losses/impairments Performance goals are rigorous and set to align the Company’s business plan with the expectation of achieving target performance. | | •Motivate executives and reward annual operational and strategic performance •Drive enterprise growth •Focus on key near-term drivers of long-term value for our business •Retain key talent •Exercise sound risk-management practices | | | | | | | | | | | | MIP Modifier can adjust total MIP compensation up or down by 5% based on achievement of sustainability goals. | | | | | LONG-TERM INCENTIVES (“LTI”) | Long-term variable equity awards granted annually in performance-based restricted stock (“PBRS”) (100% of LTI for the CEO and other NEOs) under the Company’s Long-Term Incentive Plan. PBRS vests based on three-year financial performance and relative total shareholder return. 100% performance-based LTI with 3-year performance period | Adjusted Return on Shareholders’ Equity (AROE) EX-FX Risk-Based Capital (RBC) Solvency Margin Ratio (SMR) Relative TSR Modifier | AROE, RBC, and SMR are metrics that affect our long-term business strategy and operating environment. Payout is also contingent on a relative TSR modifier, which can adjust PBRS payouts up or down by 20%. | •Motivate executives and reward long-term operational and strategic performance •Focus on key long-term value drivers for our business •Align executives’ interests with shareholders’ interests •Retain key talent •Exercise sound risk-management practices |

  35. Strong Compensation Governance Policies and Leader in Best Practices

    | What We Do | | | What We Don't Do | | First public company in the U.S. to provide shareholders with a say-on-pay vote (voluntary action starting in 2008, three years before such votes were required) Prioritize active engagement with our shareholders regarding our compensation program History of responding to our shareholders’ feedback Adherence to a rigorous pay-for-performance philosophy in establishing program design and targeted pay levels for NEOs Incorporate Sustainability goals into our short-term incentive plan (MIP) Compensation Committee oversees the program Independent compensation consultant is hired by and reports to the Compensation Committee Annual report by the independent compensation consultant to the full Board on CEO pay and performance alignment Long-standing stock ownership guidelines for executive officers and Non-employee Directors Long-standing clawback policy, which was recently revised to reflect current regulatory requirements Double trigger requirements in all employment agreements with change-in-control provisions | | No golden parachute payments for CEO following a change in control Officers and Directors may not implement 10b5-1 plans unless approved by the Compensation Committee All employees are prohibited from hedging or engaging in short sales of Company stock Executive officers and Directors may not pledge Company stock No repricing underwater stock options No change-in-control excise tax gross-ups | |

  36. Roles and Responsibilities

    | Compensation Committee | with assistance from its Independent Compensation Consultant who | and input from Management who | | •reviews the Company's executive compensation plans •evaluates the performance of the CEO •determines and approves the CEO's compensation level •evaluates annually the performance of the other executive officers of the Company •reviews and approves the compensation level of other executive officers •reviews perquisites or other personal benefits to the Company's executive officers and Non-employee Directors | •provides comparative company performance to assess proposed NEO compensation; •provides competitiveness evaluations of the Company’s executive compensation and benefit programs; •reviews plan design issues and recommends improvements; •reports on trends and developments in the marketplace; •provides assessments on the relationship between executive pay and performance; •provides assessments on proposed performance goals and ranges for incentive plans; •conducts training sessions for the Compensation Committee; and •proposes the compensation for Non-employee Directors. | •recommends to the Compensation Committee the specific Company performance objectives •ensures performance objectives are aligned with corporate strategy, and thus will drive shareholder value and ensure financial soundness. |

  37. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee is directly responsible for the appointment, compensation and oversight of the work of any compensation consultant or other adviser retained by the Compensation Committee. The Compensation Committee has retained a nationally recognized compensation consultant, Mercer LLC (“Mercer”), to assist and advise the Compensation Committee in designing and refining the Company’s executive compensation program. Fees paid to Mercer for these services totaled $314,624 in 2023. Management retained certain Mercer affiliates to provide additional services not pertaining to executive compensation during 2023, and approved payments for those services totaling $500,366. Those additional services included developing a strategic approach to create a more diverse sales channel network across the U.S. to support increased opportunities for revenue growth. In addition, as the Company grows the sales of its insurance products through brokers in the U.S., this has resulted in commission payments totaling $32,011,634 during 2023 to the broker subsidiaries of Mercer. These subsidiaries are separate from the subsidiary that provides compensation consulting to the Company. As reported by Mercer to the Compensation Committee, the total payments from the Company represented less than 0.14% of Mercer’s parent company’s annual revenue. The Compensation Committee assessed Mercer’s independence pursuant to SEC rules and NYSE listing standards and concluded that no conflict of interest exists with respect to the work Mercer performs for the Compensation Committee.

  38. Independent Compensation Consultant

    | 46 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  39. Importance of the Peer Group

    Importance of the Peer Group The Compensation Committee sets target compensation for the NEOs at market competitive levels with the assistance of its independent compensation consultant. Factors considered include target pay levels in the market for comparable roles, the primary duties and responsibilities of the role at the Company, and the individual’s relevant experience and performance. As discussed in this CD&A, the Compensation Committee considers our peer group when setting compensation amounts and targets. Each year, the Compensation Committee, with the assistance of its independent compensation consultant, reviews the composition of the peer group to ensure it remains appropriate. Key factors the Compensation Committee considers during this annual review include operating characteristics, revenue size, asset size, profitability, market value, and total number of employees. Based on the annual review, the Compensation Committee selects a peer group of companies that are engaged in businesses similar to that of the Company, are of a similar size as the Company, and compete against the Company for talent. Overall, in terms of the size factors considered, the Company is positioned near the middle of this group.

  40. Importance of the Peer Group

    | 2023 PEER GROUP | | | | •The Allstate Corporation •Assurant, Inc. •Brighthouse Financial •Chubb Limited •Equitable Holdings | •The Hartford Financial Services Group, Inc. •Humana Inc. •Lincoln National Corporation •Manulife Financial Corporation •MetLife, Inc. | •Principal Financial Group, Inc. •The Progressive Corporation •Prudential Financial, Inc. •The Travelers Companies, Inc. •Unum Group |

  41. Importance of the Peer Group

    There were no changes to the 2023 peer group from the peer group used in 2022. The data below shows how the Company’s revenues, total assets, and market value compare to the peer group medians:

  42. Importance of the Peer Group

    | ($ millions) | Revenue(1) | Total Assets(2) | Market Value(2) | | Aflac Incorporated | $18,701 | $126,724 | $48,211 | | Peer Median | $36,121 | $228,861 | $36,631 | | Percentile Rank for Aflac Incorporated vs. Peers | 39th | 43rd | 78th |

  43. Importance of the Peer Group

    (1)For the year ending December 31, 2023 (2)As of December 31, 2023 For 2024, minor changes have been made to our peer group. See “Program Changes for 2024” which begins on page 57.

  44. Importance of the Peer Group

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 47 |

  45. Importance of the Peer Group

    | Performance-Based Compensation: How Performance Goals Are Set The Board and the Compensation Committee believe it is important for the Company to manage its business to provide long-term value to our shareholders. Therefore, performance goals under the MIP and LTI programs involve metrics that drive shareholder returns, and payouts depend entirely upon the level of achievement of those goals. The following sections provide detail on how we select metrics under the MIP and LTI program, determine performance target amounts and other important considerations in setting these targets. While performance goals are continually evaluated and refreshed as appropriate, we have used the same methodology for setting MIP and LTI goals for many years. Segment metrics for Aflac U.S., Aflac Japan, and Global Investments are consistent with assumptions used in developing segment financial projections (described below) based on the Company’s best estimates for the coming year. The segment projections are consolidated into the corporate financial projection used to develop performance targets. | The goal-setting process generally proceeds in two stages: 1 RECOMMEND •The Company’s CEO and CFO, in consultation with Mercer, recommend to the Compensation Committee the specific Company performance objectives that are aligned with corporate strategy, and thus will drive shareholder value and ensure financial soundness. •Recommended ranges are based, in part, on past performance results and scenario tests of the Company’s financial outlook as projected by a complex financial model. •The model projects the impact on various financial measures using different levels of total new annualized premium, investment returns, budgeted expenses, morbidity, persistency, return on equity, and capital ratios. | | | 2 ESTABLISH •The Compensation Committee refers to these modeled results to establish a target performance level, as well as a minimum and maximum level, for each performance goal. •The target goal is not necessarily equidistant between the minimum and maximum goals. Instead, for certain key metrics the MIP payout curve is “sloped” to require significant above-target performance to achieve a maximum payout. •Correspondingly, the payout for a minimum result is one-half of the target payout, while the payout for the maximum goal (or better) is twice the target payout. •No payouts are made for performance below the minimum goal. •Interpolation is used to calculate incentive payouts for results between minimum and target goals or target and maximum goals. •The 2023 MIP goals were approved by the Compensation Committee in March 2023. |

  46. Importance of the Peer Group

    For 2023, the Compensation Committee established the following metrics under the MIP: •Corporate Metric: Adjusted earnings per diluted share excluding foreign currency effect •U.S. Segment: New Annualized Premium, Net Earned Premium, and Cost Savings from Transformation Initiatives •Japan Segment: New Annualized Premium and Net Earned Premium, and Cost Savings from Transformation Initiatives •Global Investment Metrics: Net Investment Income (U.S. and Japan GAAP Segments only) and Credit Losses/Impairments Beginning in 2021, the Compensation Committee decided to incorporate a modifier into the MIP compensation formula. The modifier allows for a -5%, flat, or +5% adjustment to total MIP compensation for all MIP participants based on achieving specific critical path sustainability objectives for 2023. Considerations in setting the target goal amount for each of these MIP metrics are described in more detail below.

  47. MIP Target-Setting

    MIP Target-Setting In addition to currency neutrality, the Compensation Committee considers the prior year’s results, current business operating environment and the forecasts emerging from the Company’s strategic planning process when setting MIP objectives for each metric. For 2023, the majority of the MIP performance metrics were structurally consistent with the 2022 performance objectives, including weightings with specific “sloping” targets, with ranges adjusted for the 2023 financial plan. Target ranges for Aflac U.S. and Japan budget metrics as well as the Global Investment metrics were widened and sloped. For all NEOs and MIP participants who are Executive Vice Presidents or Senior Vice Presidents, a new metric was added for costs savings resulting from Transformation Initiatives. As a result of our shareholder engagement discussions regarding tying our sustainability goals with business strategy, the MIP modifier was continued in 2023 to further incentivize progress on key goals. In 2020, the Company discontinued the practice of providing adjusted earnings guidance, but as set forth below the Company continues to utilize an outlook of adjusted earnings per share in setting MIP goals. The goals for these metrics are generally consistent with the Company’s public disclosure during the Financial Analysts Briefing on November 15, 2022, and the subsequent fourth quarter 2022 earnings release and conference call.

  48. MIP Target-Setting

    | Metric | Performance Measures | Factors Considered in Setting Goal Levels | | Corporate Metric | •Adjusted EPS | In 2022, the Company generated $4.4 billion in net earnings, up 4.4% for the year, or $6.93 per diluted share. The Company also reported a 7.9% decrease in adjusted earnings for the year, which were $3.6 billion, and adjusted earnings per diluted share on a currency-neutral basis of $6.08, which was up 4.8%. This increase was supported by the repurchasing of $2.4 billion (39.2 million) of the Company’s shares and lower adjusted earnings as pandemic conditions in Japan gradually improved but impacted operations throughout the year resulting in lower revenues and elevated benefit ratios. Meanwhile, pandemic conditions in the U.S. had largely subsided, and results reflected revenue pressure due to lower persistency and elevated expenses due to costs of initiatives to drive future earned premium growth and efficiency. When looking at the Company’s currency-neutral adjusted EPS estimates for 2023 and normalizing for roughly $0.03 per share of items identified and called out in 2022, the 2023 adjusted earnings outlook included headwinds to revenue resulting from slow to recover pandemic pressures in Japan, higher hedge costs and elevated expense ratios. The elevated expense ratios were tied to the build-out of Aflac Dental & Vision and consumer markets and investments to address the challenges we face to grow the top line in both Japan and the U.S. These headwinds were offset by lower benefit ratio expectations in Japan reflecting return to normal claims assumptions as “deemed” hospitalization rules were lifted toward the end of 2022. | | U.S. and Japan Segment Metrics | •New Annualized Premium •Net Earned Premium •Cost Savings from Transformation initiatives | In 2022, Aflac U.S. sales increased 16.1% to $1.5 billion, reflecting significant contributions from both our existing voluntary business and our more recently acquired growth properties. However, persistency experienced a significant decline, with the largest contributor being a significant migration of workers within the workforce, resulting in a persistency rate of 77.3% at the end of 2022. Moving into 2023, our business focus continues to be building out our growth properties, while continuing to strengthen our distribution reach for our core voluntary products. The Company expects sales growth in 2023 and the Compensation Committee set a range of 4% to 14% increase in sales for the year. After considering current economic volatility, our expected sales growth and persistency initiatives, the Company expected net earned premium growth in the -1% to +4% range. A new metric for costs savings related to transformation initiatives with a range of $15 million to $35 million was added to further incentivize progress on key goals. Similarly, in Japan, the focus was on post-pandemic recovery and realization of investment in product development. The Company expected sales to continue to improve in the second half of 2022, if conditions continued to allow more face-to-face interactions, Japan Post resumed proactive sales of Aflac Cancer insurance, and Aflac had a successful launch of a new cancer insurance policy in the second half of 2022. Moving into 2023, the Compensation Committee determined a relatively flat range for sales was appropriate for 2023 given the continued uncertainty around recovery. Additionally, net earned premium was expected to decline largely due to lower sales environment and limited pay third sector policies becoming paid-up. The Compensation Committee set a range of approximately ¥ 54.8 billion to ¥ 65.5 billion for sales including Japan Post and set a range of -8.25% to -5.00% for net earned premium. A new metric for cost savings related to transformation initiatives with a range of ¥ 3.2 billion to ¥ 4.6 billion was added to further align short-term management incentive compensation with an initiative to reduce run-rate expenses across the global enterprise. |

  49. MIP Target-Setting

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 49 |

  50. MIP Target-Setting

    | Metric | Performance Measures | Factors Considered in Setting Goal Levels | | Global Investment Metrics | •Net Investment Income •Credit Losses/ Impairments | For 2023, Aflac Japan net investment income including hedge costs was expected to be lower than the prior year, driven by higher hedge costs and lower call income, partially offset by higher yields. The Company expected net investment income for Aflac U.S. to increase, reflecting higher yields. Our planning assumes a positive 10% return each year for variable net investment income for both Aflac Japan and Aflac US. Target levels for credit losses and impairments are determined with consideration of current asset quality, current and expected market conditions, and potential trading activity to improve the overall health of the portfolio. In order to properly balance income and risk, targets for 2023 were expressed as a range around budget based on a bottom-up review of asset allocation and cash flows. As in 2022, we continued to slope the ranges to require above budget targeted performance for maximum payout, while not encouraging excessive risk-taking. | | MIP Modifier | •Responsible Investing •Climate: Net Zero •Diversity, Equity & Inclusion (Japan) •Diversity, Equity & Inclusion (U.S.) | The objectives for the MIP Modifier continued to advance the Company’s progress toward longer-term sustainability goals that are important to its success. Having fully allocated the proceeds of the sustainability bond and received attestation for Scopes 1 and 2, as well as five categories of Scope 3 in 2022, the Company maintained four objectives for the MIP Modifier in 2023 that focused on sustainability and diversity, equity and inclusion. First, the Company maintained its target for responsible investing of the general account (portfolio) by continuing to allocate at least 10% of “available investable cash,” which excludes funding to existing commitments, to support a transition to a lower carbon economy over time and address global issues, like economic mobility, gender inequality and social inequity. As part of our longer-term objective to source 100% of electricity for our owned and controlled facilities from sustainable sources, the Company continued to target improvement in 2023 by setting a minimum target of sourcing 33% of electricity from sustainable sources. In addition, the Company continued to target progress toward longer-term diversity, equity and inclusion within its leadership in both Japan and the U.S. For Japan, this translated into women filling at least 26.5% of Manager or General Manager positions with Staff within Aflac Life Insurance Japan (ALIJ), and this is part of ALIJ’s path to reach 30% or more by the end of 2025. As part of a longer-term goal to increase the overall diversity (i.e., female or person of color) of Senior Management 5% in the U.S. by 2026, the Company aimed to achieve at least 48% diverse Senior Management in 2023 after ending 2022 at 47%. |

  51. Equity Granting Policies

    Equity Granting Policies Each year, typically in February, the Compensation Committee meets shortly after the Company’s fiscal year results are released to the public. At that time, the Compensation Committee reviews recommendations developed by the CEO and CFO (with input from Mercer as the Compensation Committee’s independent consultant) for setting amounts and metrics with respect to LTI awards of PBRS and time-based restricted stock. For PBRS, the specific Company performance objectives are aligned with long-term corporate strategy, and thus are intended to drive shareholder value and ensure financial soundness. For 2023, the Compensation Committee established the following metrics for the PBRS grant: •Adjusted Return on Shareholders’ Equity •Risk-Based Capital •Solvency Margin Ratio In addition, relative Total Shareholder Return (RTSR) to Peer Group acts as a modifier. The Company may periodically make additional equity grants during the course of the year, but as a matter of policy does not make equity grants in advance of material news releases.

  52. Equity Granting Policies

    | 50 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  53. Management Incentive Plan

    Management Incentive Plan All NEOs are eligible to participate in the Management Incentive Plan (MIP), an annual non-equity incentive plan, which was approved and adopted by the Compensation Committee of the Board in 2023 (“2023 MIP”). The 2023 MIP is a successor to the predecessor MIP that, by its terms, expired with the end of the 2022 bonus year. The essential attributes of the predecessor MIP are unchanged in the 2023 MIP, which, unlike the predecessor MIP, was not adopted subject to shareholder approval because of changes that were made to certain Internal Revenue Code provisions that cause shareholder approval to be unnecessary. The 2023 MIP will continue in effect until terminated by the Compensation Committee or the Board.

  54. Target MIP

    Target MIP The Compensation Committee, with assistance from its independent compensation consultant, established target MIP levels for 2023 for the NEOs. These targets, shown below, were determined to be competitive generally relative to market median targets for executives with comparable positions within our peer group. The target MIP payouts for Mr. Amos and Mr. Brodén were increased to 250% and 175%, respectively, to align their target MIP competitively relative to similar roles in the market. The targets for the other NEOs remained unchanged from 2022. The MIP payouts for the NEOs cannot exceed two times their target.

  55. Target MIP

    | Named Executive Officer | Target MIP (as percent of base salary) | | Daniel P. Amos | 250% | | Max K. Brodén | 175% | | Frederick J. Crawford | 200% | | Bradley E. Dyslin | 200% | | Audrey Boone Tillman | 120% |

  56. Target MIP

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 51 |

  57. MIP Performance Metrics

    MIP Performance Metrics The performance measures are weighted differently for each NEO and for all other officer levels in the Company. We vary the weightings to reflect how each position can and should influence the outcome of particular metrics.

  58. MIP Performance Metrics

    | Metric | Compensation Rationale | Daniel P. Amos | Max K. Brodén | Frederick J. Crawford | Bradley E. Dyslin | Audrey Boone Tillman | | Corporate Objective | | | | | | | | Adjusted earnings per diluted share on a consolidated basis for the Company (excluding foreign currency effect) | Non-GAAP metric that reflects the overall profitability of the business and focuses management on a combination of top-line growth as well as prudent expense management. | 45.60% | 40.00% | 42.50% | 20.00% | 33.33% | | This is calculated as: Adjusted earnings, excluding the impact of foreign currency* ÷ Weighted-average diluted shares outstanding | | | | | | | | Subtotal | | 45.60% | 40.00% | 42.50% | 20.00% | 33.33% | | U.S. Segment | | | | | | | | New Annualized Premium (increase over 2022) | Metrics that focus on increasing insurance product sales in the US, while also driving market share growth in the insurance product lines we provide our customers. | 7.60% | 8.00% | 8.00% | 2.50% | 14.17% | | Net Earned Premium (increase over 2022) | | 7.60% | 8.00% | 8.00% | 2.50% | 14.17% | | Cost Savings from Transformation Initiatives | | 3.00% | 5.00% | 3.00% | 5.00% | 5.00% | | Subtotal | | 18.20% | 21.00% | 19.00% | 10.00% | 0.33% | | Japan Segment | | | | | | | | New Annualized Premium | Focuses on maintaining our leadership position in cancer and medical (third sector) insurance while also offering first sector protection products. Both third sector and first sector protection products are less interest-rate sensitive than savings-type products and have strong and stable margins. | 11.60% | 12.57% | 12.75% | 3.75% | 14.17% | | Net Earned Premium (decrease over 2022) | | 11.60% | 12.57% | 12.50% | 3.75% | 14.17% | | Cost Savings from Transformation Initiatives | | 7.00% | 5.00% | 7.00% | 5.00% | 5.00% | | Subtotal | | 30.20% | 30.14% | 32.25% | 12.50% | 33.33% | | Global Investments | | | | | | | | Net Investment Income (U.S. and Japan GAAP Segments only) | Recognizes the need to responsibly invest the premium and other cash flows to maximize the risk-adjusted performance of our portfolio, subject to our liability profile and capital requirements. | 6.00% | 8.86% | 6.25% | 40.00% | — | | Credit Losses/Impairments | | — | — | — | 17.50% | — | | Subtotal | | 6.00% | 8.86% | 6.25% | 57.50% | — | | Total | | 100% | 100% | 100% | 100% | 100% | | MIP modifier allows for a –5%, flat, or +5% adjustment to total MIP compensation based on achieving specific critical path sustainability objectives for 2023. | | | | | | |

  59. MIP Performance Metrics

    * Adjusted earnings, excluding the impact of foreign currency, is not calculated in accordance with GAAP. See Appendix A to this Proxy Statement for a definition for this non-GAAP financial measure and a reconciliation to the most directly comparable GAAP measure.

  60. MIP Performance Metrics

    | 52 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  61. 2023 MIP Targets and Actual Performance

    2023 MIP Targets and Actual Performance

  62. MIP Modifier Metrics

    MIP Modifier Metrics

  63. MIP Modifier Metrics

    | Objectives | Notable Achievements | | Responsible Investing (Insurance subsidiary portfolios) — Allocate at least 10% of “available investable cash” to new Sustainable and DEI Investments and Commitments | Allocated 11.8% ($358 million) of “available investable cash” in 2023 to Sustainable and DEI Investments | | Climate: Net Zero — Source ≥ 33% of electricity used for owned and controlled facilities from renewable resources and submission of a formal path to 100% by 2030 | Missed 2023 target: Sourced 30.5% from renewable resources. •Aflac U.S. solar production was less than anticipated due to cloudy weather and supply chain issues leading to a delay in the expansion of our U.S. solar array •Aflac Japan, which has achieved 100% renewable electricity at Aflac Square since March 2021, achieved a 16% reduction in electricity consumption compared to 2022 | | Diversity, Equity, & Inclusion (Japan) — Achieve “Women in Leadership” of at least 26.5% as part of Aflac Life Insurance Japan Ltd.’s path to reach 30% or more by 2025 | 27% of Aflac Life Insurance Japan Ltd.’s manager / general manager positions held by women | | Diversity, Equity & Inclusion (U.S.) — Increase overall U.S. diversity of Senior Management population by 1% as part of the objective to increase by 5% by 2026 | 49.6% of overall U.S. senior management population is diverse, an increase of 2.6% in 2023 |

  64. MIP Modifier Metrics

    In addition to the review and approval of the achievement of these sustainability objectives by the Compensation Committee, the achievement was also reviewed and approved by the Corporate Social Responsibility and Sustainability Committee. Based on the achievement of three of the four sustainability objectives in 2023, the MIP pool was not adjusted positively or negatively.

  65. MIP Modifier Metrics

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 53 |

  66. MIP Modifier Metrics

    Actual performance relative to 2023 MIP targets was determined after the end of the year and presented to the Compensation Committee for discussion and approval at its February 2024 meeting. For performance, linear interpolation was used to determine payouts for performance between the corresponding goals (i.e., minimum to target, or target to maximum). The following table shows the corporate and business segment metrics, objectives, and results for the 2023 MIP awards.

  67. MIP Modifier Metrics

    | | Minimum Goal | Target Goal | Maximum Goal | 2022 Payout Percentages vs Target | | Corporate Metric: | | | | | | Adjusted Earnings per Diluted Share on a Consolidated Basis for the Company (Excluding Foreign Currency Effect)(1) | | | | 200.00% | | U.S. Segment Metrics: | | | | | | Increase in New Annualized Premium | | | | 60.00% | | Increase in Net Earned Premium | | | | 115.71% | | Cost Reduction from Transformation Initiatives | | | | 200.00% | | Japan Segment Metrics: | | | | | | New Annualized Premium (in billions of yen) | | | | 111.67% | | Decrease in Net Earned Premium (as adjusted for MIP) | | | | 98.09% | | Cost Reduction from Transformation Initiatives | | | | 200.00% | | Global Investments Metrics: | | | | | | Net Investment Income (U.S. and Japan GAAP Segments Only)(1) | | | | 200.00% | | Credit Losses/Impairments (in millions)(2) | | | | 90.00% | | MIP Modifier: | | | | | | MIP Modifier | | | | +0% |

  68. MIP Modifier Metrics

    (1)Excludes corporate portfolio income. Variable net investment income (externally managed private equity and real estate equity) is included within a range of -10% to +10% of target variable net investment income. Adjusted for any corporate shift in U.S. dollar hedging strategy. Includes asset management equity income for investments within Aflac Incorporated. These exclusions and limits had no impact on the payout percentage. (2)This measure excludes realized losses on securities sold for pre-approved tax purposes, Japan principal reserve matching and segregated portfolio asset liability management, corporate shift in RBC drawdown plan, switch trades in excess of $500 million in assets, and compliance with internal risk limits. Excludes accounting policy driven mark-to-market losses on equities, alternatives, and perpetual securities.

  69. MIP Modifier Metrics

    | 54 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  70. 2023 MIP PAYOUTS

    2023 MIP PAYOUTS The table below reflects target and earned percentages of salary for each NEO for the MIP based on 2023 performance results. The Compensation Committee has the discretion in certain limited circumstances to adjust the MIP results related to particular performance measures if the Compensation Committee determines that a class of MIP participants would be unduly penalized or rewarded because a payout is incompatible with the performance measure. There were no adjustments to the NEOs’ MIP payouts for 2023, and these awards were paid in February 2024.

  71. 2023 MIP PAYOUTS

    | | As a % of base salary | | | NEO | Target | Earned | | Daniel P. Amos | 250% | 402% | | Max K. Brodén | 175% | 277% | | Frederick J. Crawford | 200% | 316% | | Bradley E. Dyslin | 200% | 336% | | Audrey Boone Tillman | 120% | 170% |

  72. 2023 MIP PAYOUTS

    For additional information about the MIP, please refer to the 2023 Grants of Plan-Based Awards table below, which shows the threshold, target, and maximum award amounts payable under the MIP for 2023, and the 2023 Summary Compensation Table, which shows the actual amount of non-equity incentive plan compensation paid to the NEOs for 2023.

  73. Long-Term Incentives

    Long-Term Incentives

  74. OVERVIEW OF LTI PROGRAM

    OVERVIEW OF LTI PROGRAM The Compensation Committee administers the Long-Term Incentive Plan. In February 2023, the Compensation Committee authorized grants of LTI variable equity awards to executive officers, including NEOs, in the form of PBRS. All eligible non-executive officers received time-based restricted stock units (“RSUs”). In determining the number of shares of PBRS to be granted to NEOs, the Compensation Committee is advised by its independent compensation consultant. The Compensation Committee’s decision is informed by market data regarding comparable executive positions within the Company’s peer group and the broader insurance sector, and each NEO’s tenure and performance. Based on these considerations, the Compensation Committee determines award levels that it believes are competitive within the Company’s peer group and the broader insurance sector, generally targeting the market median, and will be effective at aligning the NEO’s compensation with performance and the interests of our shareholders. Future payouts (if any) on the February 2023 PBRS awards will be based on the Company’s performance from 2023 through 2025 and will vary between 0% and 200% of the target number of PBRS granted, which is consistent with typical market practices. LTI awards will vest three years from the issuance date, generally subject to combined service and satisfaction of performance conditions and final Compensation Committee authorization.

  75. TARGET LTI AWARDS

    TARGET LTI AWARDS The pay program for the CEO follows a market-based approach. The Company granted the CEO his target annual LTI award in February 2023 at a market-competitive level, based primarily on peer group market data. Specifically, the CEO’s target LTI was set at an amount that approximates the 50th percentile LTI of the CEOs in the Company’s peer group for 2023. This resulted in the CEO’s target LTI being 693% of his base salary. 2023 annual LTI award targets as a percent of base salary for the other NEOs were as shown below:

  76. TARGET LTI AWARDS

    | NEO | Target LTI (as percent of base salary) | | Max K. Brodén | 250% | | Frederick J. Crawford | 300% | | Bradley E. Dyslin | 175% | | Audrey Boone Tillman | 260% |

  77. LTI PERFORMANCE METRICS

    LTI PERFORMANCE METRICS The PBRS will vest based on the Company’s achievement on three measures—AROE, RBC, and SMR—for the cumulative three-year performance period beginning January 1, 2023 and ending December 31, 2025. As described below, each metric has been assigned a weight that determines its effect on the LTI payout. Once a payout is calculated based on the weighted average achievement on these three metrics, that amount will be modified (up to +/-20%) based on our RTSR.

  78. LTI PERFORMANCE METRICS

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 55 |

  79. LTI PERFORMANCE METRICS

    As noted in the descriptions below, in designing the LTI program, the Compensation Committee recognizes the importance of maximizing profitability and return on equity to shareholders, but also believes it is appropriate to pursue those objectives within the context of a solid risk framework.

  80. LTI PERFORMANCE METRICS

    | Metric | Compensation Committee Rationale | Weighting | | Adjusted Return on Shareholders’ Equity (AROE) We define AROE (or currency neutral AROE) as: Adjusted Earnings, excluding the impact of foreign currency ÷ Adjusted Book Value* | •Enables shareholders to evaluate our financial achievements relative to other organizations in terms of how effectively we use capital to generate earnings •We believe this metric has a significant influence on the value our shareholders place on the Company | 70% | | Risk-Based Capital (RBC) | •Current regulatory solvency measure in the U.S. •Capital adequacy is a significant concern for the financial markets and shareholder confidence •Critical metric determining cash flow capacity in support of Common Stock dividend and share repurchase | 15% | | Solvency Margin Ratio (SMR) | •Principal capital adequacy measure in Japan •Capital adequacy is a significant concern for the financial markets and shareholder confidence •Critical metric determining cash flow capacity in support of Common Stock dividend and share repurchase | 15% | | Total Shareholder Return Relative to Peer Group (RTSR) | •Align LTI payouts with relative performance to peer group | Modifier (up to ± 20%) |

  81. LTI PERFORMANCE METRICS

    *AROE and adjusted earnings, excluding the impact of foreign currency, and adjusted book value are not calculated in accordance with GAAP. See Appendix A to this Proxy Statement for definitions for these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures.

  82. 2023 LTI PERFORMANCE TARGETS

    2023 LTI PERFORMANCE TARGETS The following illustrates the terms of the 2023 PBRS grant.

  83. 2023 LTI PERFORMANCE TARGETS

    | | Maximum Performance Level | Target Performance Level | Threshold Performance Level | | 2023- 2025 | | 3-yr. avg. currency-neutral AROE goal | 16.0% | 13.0% | 11.0% | | | | 3-yr. avg. RBC(1) goal | 500% | 400% | 350% | | | | 3-yr. avg. SMR(2) goal | 700% | 600% | 500% | | | | Payout (% of Target) | 200% | 100% | 50% | | | | | × | | | | | | 3-yr. RTSR percentile rank vs. peer group | 75th percentile or greater | Between 25th and 75th percentile | 25th percentile or lower | | | | RTSR Modifier to Earned Amounts | 1.20x | 1.00x | 0.80x | | | | | Payout | | | u | 2026 |

  84. 2023 LTI PERFORMANCE TARGETS

    (1)RBC measured on a consolidated basis. (2)Excludes impact of unrealized gains on available for sale securities. •For financial performance (AROE, SMR, and RBC), linear interpolation will be used to determine payouts for performance between the corresponding goals (i.e., threshold to target, or target to maximum). •For RTSR, adjustments of 1.20x or 0.80x will be made only if the Company’s RTSR is in the upper or lower quartile, respectively, versus our peer group. There will not be any adjustments to the payout if RTSR falls between the 25th and 75th percentiles of the peer group. •Maximum potential payouts will be capped at 200% of target. The goals for these metrics are generally consistent with the Company’s public disclosure previously provided during the 2022 Financial Analysts Briefing.

  85. 2023 LTI PERFORMANCE TARGETS

    | 56 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  86. Special Awards

    Special Awards From time to time, we may make special awards in the form of RSUs to recognize major milestones, to secure leadership stability, or to achieve other strategic objectives. On February 9, 2023, the Compensation Committee awarded an RSU grant to Mr. Brodén to recognize his leadership and critical position with the Company as we move forward. Mr. Brodén joined the Company over six years ago and serves a critical role for leading enterprise-wide corporate development, investor and rating agency relations and corporate finance. When granting this award, the Compensation Committee recognized his leadership over the Company’s capital management and the Bermuda reinsurance platform. The grant will vest on the third anniversary of the grant date generally subject to continued service throughout the vesting period. For more information regarding the special awards, see the 2023 Grant of Plan-Based Awards table on page 63.

  87. Program Changes for 2024

    Program Changes for 2024 The Company continually analyzes our compensation program to ensure that we remain current in our approaches, a leader in executive compensation best practices, and cognizant of shareholder feedback. The feedback from these conversations, together with a thorough analysis of best practices and guidance from our independent compensation consultant, was incorporated into the Compensation Committee’s regular review of our compensation practices. Following the Compensation Committee's annual review of both current and potential peer companies, one change was made to the group for 2024: Corebridge Financial will be added to the 2024 peer group since it fits the size and operating characteristics of the Company’s other current peers.

  88. Employment Agreements

    Employment Agreements The Company has employment agreements with the NEOs (other than Mr. Dyslin) and certain other executives in key roles. The agreements generally address role and responsibility; rights to compensation and benefits during active employment; termination in the event of death, disability, or retirement; termination for cause or without cause; and resignation by the employee. Some agreements also contain termination and related pay provisions in the event of a change in control. These change-in-control provisions do not apply unless there is both a change in control and either a termination by the Company without cause or a resignation by the executive for good reason. This is commonly referred to as a “double trigger” requirement. No agreement provides for excise tax gross-ups. Further, each agreement stipulates that the subject executive may not compete with the Company for a prescribed period following termination of employment, or disclose confidential information. Mr. Amos has voluntarily waived all “golden parachute” and other severance components in his employment agreement. The payments that may be made under each NEO’s employment agreement upon termination of employment under specified circumstances are described in more detail below under “Potential Payments Upon Termination or Change in Control.” On October 30, 2023, the Company entered into the LOA with Mr. Crawford, which amended Mr. Crawford’s existing employment agreement (the “Existing Employment Agreement”). Pursuant to the LOA, Mr. Crawford will retire from service as an employee of the Company on September 30, 2024, and the Existing Employment Agreement will not be renewed after its term ends on April 30, 2024. Effective January 1, 2024, Mr. Crawford will serve as Executive Vice President of the Company through his retirement date. Pursuant to the LOA, the PBRS grants Mr. Crawford received in February 2022 and February 2023 will vest, subject to the applicable performance criteria, in February 2025 and February 2026, respectively, as if he had remained employed through the applicable vesting periods. As of October 30, 2023, Mr. Crawford is no longer eligible to receive grants of equity during his employment with the Company. Mr. Crawford will be subject to, among other things, certain confidentiality, non-compete and non-solicitation obligations. Mr. Crawford will continue to be eligible to receive a contribution to the Company’s EDCP, and upon his retirement on September 30, 2024, his EDCP will become fully vested. He will also receive a lump sum payment of $36,537 toward the cost of COBRA continuation coverage for 18 months after his retirement date.

  89. Employment Agreements

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 59 |

  90. Change-in-Control Policy

    Change-in-Control Policy The Company has no formal change-in-control policy. However, some individual employment agreements (as noted above) and the executive severance plan incorporate provisions related to change in control.

  91. Severance Plan

    Severance Plan The Company maintains an executive severance plan (“ESP”) that provides severance compensation to certain senior level employees. The ESP is designed to alleviate the financial hardships that may be experienced by executive employee participants whose employment is involuntarily terminated by the Company for any reason other than Cause or disability, or voluntarily terminated by the employee for Good Reason, as those terms are defined in the ESP. Mr. Dyslin is the only NEO covered by the ESP.

  92. Compensation Risk Considerations

    | Pay mix | •Balanced approach between cash and equity •MIP and LTI (PBRS) plan designs and target levels are benchmarked annually to relevant market comparables | | Performance metrics | •MIP and LTI (PBRS) metrics provide a balance between short-term, mid-term, and longer-term performance objectives - -use of multiple metrics ensures performance on one metric is not “over-emphasized” •MIP’s metrics reflect a balanced, multi-faceted approach to performance assessment: (1) Corporate objectives (adjusted EPS), (2) US and Japan business segment objectives (new annualized premium; net earned premium), (3) Global Investments metrics (net investment income; credit loss/impairments), and (4) sustainability-related goals •PBRS program focuses on Adjusted Return on Shareholders’ Equity (AROE) EX-FX, RBC, and SMR. Relative TSR modifier to financial results provides a “market check” for alignment with shareholders •Business unit leaders are linked to overall Company performance via plan designs | | Goal Setting and Payout Curves | •Rigorous goal-setting process conducted by 100% independent Compensation Committee, with final metrics, goals, and payouts approved by the Compensation Committee •Payouts for both MIP ($s) and PBRS (# of shares/units) programs are capped at 200% of target - - 200% of target maximum payout levels are within typical market practices |

  93. Compensation Risk Considerations

    | Payment Timing & Adjustments | •Payments for both MIP and LTI (PBRS) programs are approved following review of performance results by Compensation Committee •Adjustments to actual results are defined and include reasonable items, with consistent treatment from year to year | | Equity Incentives | •Equity-based LTI grants provide alignment with multi-year performance horizon and long-term value creation •PBRS’s design includes multiple metrics, ensuring that performance is measured holistically versus placing emphasis on a single metric’s performance •Target grant levels are benchmarked regularly to assess competitiveness •Run rate and overhang are reviewed regularly to ensure appropriate management and usage of equity share pool •Stock incentive plans prohibit option repricing or buy-outs without stockholder approval | | Risk mitigation policies | •The Company maintains the following policies: — Meaningful stock ownership guidelines — Clawback policy — Anti-hedging policy — Anti-pledging policy — Caps on incentive plan payments (relative to target amounts) – described previously | | Individual Performance Assessment | •Individual performance is assessed in certain limited circumstances to adjust MIP results; individual performance is also a factor when determining size of target LTI grants •Inappropriate behavior and unacceptable risk-taking are incorporated into an individual’s compensation evaluation process |

  94. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table provides information concerning total compensation earned or paid for 2023 and, to the extent required by the SEC disclosure rules, 2022 and 2021 to our CEO, CFO, and the three other most highly compensated executive officers who were serving as executive officers at the end of 2023. These five officers are referred to as our NEOs in this Proxy Statement.

  95. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(3) ($) | All Other Compensation(4) ($) | Total ($) | Total without Change in Pension Value* ($) | | Daniel P. Amos Chairman and CEO | 2023 | 1,441,100 | — | 10,270,666 | — | 5,796,333 | 2,720,265 | 474,889 | 20,703,253 | 17,982,988 | | | 2022 | 1,441,100 | — | 9,495,081 | — | 4,548,167 | — | 291,943 | 15,776,291 | 15,776,291 | | | 2021 | 1,441,100 | — | 9,122,025 | — | 4,809,396 | — | 355,712 | 15,728,233 | 15,728,233 | | Max K. Brodén Executive Vice President, CFO | 2023 | 750,000 | — | 2,428,668 | — | 2,075,603 | — | 479,749 | 5,734,020 | 5,734,020 | | | 2022 | 655,000 | — | 1,724,741 | — | 1,303,206 | — | 356,238 | 4,039,185 | 4,039,185 | | | 2021 | 620,000 | — | 2,292,401 | — | 1,128,701 | — | 304,452 | 4,345,554 | 4,345,554 | | Frederick J. Crawford President and COO | 2023 | 997,500 | — | 3,078,084 | — | 3,153,222 | — | 967,690 | 8,196,496 | 8,196,496 | | | 2022 | 950,000 | — | 3,000,921 | — | 2,599,237 | — | 589,982 | 7,140,140 | 7,140,140 | | | 2021 | 908,333 | — | 2,149,596 | — | 2,649,889 | — | 558,729 | 6,266,547 | 6,266,547 | | Bradley E. Dyslin Executive Vice President, Global Chief Investment Officer; President, Aflac Global Investments | 2023 | 625,000 | — | 1,125,293 | — | 2,100,111 | 49,952 | 426,855 | 4,327,211 | 4,277,259 | | Audrey Boone Tillman Executive Vice President, General Counsel | 2023 | 740,000 | — | 1,979,004 | — | 1,254,524 | 2,509,620 | 27,508 | 6,510,656 | 4,001,036 | | | 2022 | 740,000 | — | 2,025,875 | — | 1,045,629 | — | 20,435 | 3,831,939 | 3,831,939 | | | 2021 | 700,000 | — | 1,823,926 | — | 1,100,700 | — | 17,493 | 3,642,119 | 3,642,119 |

  96. 2023 Summary Compensation Table

    *Total without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. This additional column has been included to show the effect that the year-over-year change in pension value had on total compensation as determined under applicable SEC rules. The amounts reported in the Total without Change in Pension Value column differ from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value, as discussed in footnote 3 below, is subject to many external variables that are not related to the Company’s performance. (1)In each of the three years above, includes $441,100 deferred for Mr. Amos. This amount is included in the 2023 Nonqualified Deferred Compensation table below. See “Elements of Our Executive Compensation Program — Base Salary” in the Compensation Discussion and Analysis section of this Proxy Statement for information about adjustments to base salaries in 2023. (2)In accordance with the SEC’s reporting requirements, we report all equity awards at their full grant date fair value under ASC 718 at target-level performance for PBRS, which is the probable achievement level of the performance conditions. The Company’s valuation assumptions are described in Note 12, “Share-Based Compensation,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023. See “Elements of Our Executive Compensation Program — Long-Term Incentives” in the Compensation Discussion and Analysis section of this Proxy Statement for additional information about these long-term incentives and their terms. Assuming achievement of performance goals at the maximum level, the aggregate grant date fair value of the PBRS would be: Daniel P. Amos, $20,541,332; Max K. Brodén, $3,857,310; Frederick J. Crawford, $6,156,169; Bradley Dyslin, $2,250,587; Audrey Boone Tillman, $3,958,008. See page 64 for a more details of our outstanding equity grants compared to fair market value as of December 31, 2023. (3)No amount in this column is attributable to above-market earnings on deferred compensation. Messrs. Brodén and Crawford are not eligible to participate in the Company’s defined benefit plans because the plans were frozen to new participants before they joined the Company. See the “Pension Benefits” section and the accompanying table beginning on page 65 for a more detailed discussion of the retirement plans. (4)Additional information regarding all other compensation is provided in detail in the “All Other Compensation” and “Perquisites” tables below.

  97. 2023 Summary Compensation Table

    | 62 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  98. 2023 All Other Compensation

    | Name | Perquisites and Other Personal Benefits(1) ($) | Company Contributions to 401(k) Plan ($) | Company Contribution to Nonqualified Deferred Compensation ($) | Total ($) | | Daniel P. Amos | 461,689 | 13,200 | — | 474,889 | | Max K. Brodén | 29,509 | 26,400 | 423,840 | 479,749 | | Frederick J. Crawford | 318,682 | 26,400 | 622,608 | 967,690 | | Bradley E. Dyslin | 4,888 | 13,200 | 408,767 | 426,855 | | Audrey Boone Tillman | 14,308 | 13,200 | — | 27,508 |

  99. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information with respect to the 2023 grants of plan-based awards to the NEOs.

  100. 2023 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Daniel P. Amos | 2/9/2023 | — | — | — | 71,703 | 143,405 | 286,810 | — | 10,270,666 | | | N/A | 1,801,375 | 3,602,750 | 7,205,500 | — | — | — | — | — | | Max K. Brodén | 2/9/2023 | — | — | — | 13,465 | 26,929 | 53,858 | — | 1,928,655 | | | 2/9/2023 | — | — | — | — | — | — | 7,181 | 500,013 | | | N/A | 656,250 | 1,312,500 | 2,625,000 | — | — | — | — | — | | Frederick J. Crawford | 2/9/2023 | — | — | — | 21,489 | 42,978 | 85,956 | — | 3,078,084 | | | N/A | 997,500 | 1,995,000 | 3,990,000 | — | — | — | — | — | | Bradley E. Dyslin | 2/9/2023 | — | — | — | 7,856 | 15,712 | 31,424 | — | 1,125,293 | | | N/A | 625,000 | 1,250,000 | 2,500,000 | — | — | — | — | — | | Audrey Boone Tillman | 2/9/2023 | — | — | — | 13,816 | 27,632 | 55,264 | — | 1,979,004 | | | N/A | 444,000 | 888,000 | 1,776,000 | — | — | — | — | — |

  101. 2023 Grants of Plan-Based Awards

    (1)The amounts shown in Estimated Possible Payouts Under Non-Equity Incentive Plan Awards reflect the payout levels for the NEOs under the Company’s MIP, based on the potential achievement of certain performance goals approved by the Compensation Committee on March 22, 2023. For additional information, please see “Elements of Our Executive Compensation Program—Management Incentive Plan” beginning on page 50. For each Company performance goal, a minimum, target, and maximum performance level is specified. The amount paid for each performance goal depends on the results attained. (2)The amounts shown under Estimated Future Payouts Under Equity Incentive Plan Awards for February 9, 2023 reflect the number of shares of PBRS granted. Those shares incorporate restrictions that will lapse upon the attainment of performance goals set by the Compensation Committee. Awards vest on the third anniversary of the grant date, based on the attainment of the cumulative three-year average target performance goals for Company AROE and the RBC and SMR ratios. For the cumulative three-year average performance period from 2023 to 2025, shares of PBRS will vest at 50% of target if the Company attains the minimum goals and at 200% if the Company reaches or exceeds the maximum goals. Earned amounts may then be modified based on the Company’s TSR performance versus our peer group, but not in excess of the 200% vesting described above. All NEOs possess the same rights as all other holders of Common Stock in respect of the shares underlying the PBRS, including all incidents of ownership (except the right to transfer the shares while they remain subject to forfeiture) and the right to vote such shares. The dividends accrued on the PBRS will be reinvested in Common Stock at the same dividend rate received by other holders of Common Stock. Those additional restricted shares will be held in book entry form in the custody of the Company subject to the same terms and conditions attributable to the original grant until such time as all restrictions have lapsed on the shares of Common Stock with respect to which the dividend was accrued.

  102. 2023 Grants of Plan-Based Awards

    | 64 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  103. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table provides certain information with respect to the equity awards outstanding at the 2023 fiscal year-end for the NEOs.

  104. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | | | | | | | | | | | Equity Incentive Plan Awards: | | | | Option Grant Date | Number of Securities Underlying Unexercised Options | | Option Exercise Price ($) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) ($) | | Name | | Exercisable (#) | Unexercisable (#) | | | | | | | | | Daniel P. Amos | | | | | | 2/11/21 | 401,671(3) | 33,137,858 | | | | | | | | | | 2/10/22 | | | 288,922(4) | 23,836,065 | | | | | | | | 2/09/23 | | | 293,557(5) | 24,218,453 | | Max K. Brodén | 6/26/17 | 4,668 | | 38.755 | 6/26/27 | | | | | | | | | | | | | 2/11/21 | 56,907(3) | 4,694,828 | | | | | | | | | | 2/10/22 | | | 52,481(4) | 4,329,683 | | | | | | | | 2/09/23 | | | 55,125(5) | 4,547,813 | | | | | | | | 4/29/21 | 19,712(1) | 1,626,240 | | | | | | | | | | 2/09/23 | 7,350(1) | 606,375 | | | | Frederick J. Crawford | | | | | | 2/11/21 | 94,654(3) | 7,808,955 | | | | | | | | | | 2/10/22 | | | 91,314(4) | 7,533,405 | | | | | | | | 2/9/23 | | | 87,978(5) | 7,258,185 | | Bradley E. Dyslin | | | | | | 2/11/21 | 3,442(1) | 283,965 | | | | | | | | | | 3/25/21 | 10,450(1) | 862,125 | | | | | | | | | | 2/10/22 | | | 14,419(6) | 1,189,568 | | | | | | | | 2/09/23 | | | 32,163(5) | 2,653,448 | | Audrey Boone Tillman | | | | | | | | | | | | | 2/11/14 | 13,194 | | 31.205 | 2/11/24 | | | | | | | | 8/12/14 | 3,086 | | 29.665 | 8/12/24 | | | | | | | | 2/10/15 | 24,744 | | 30.725 | 2/10/25 | | | | | | | | 2/09/16 | 19,314 | | 28.965 | 2/09/26 | | | | | | | | | | | | | 2/11/21 | 80,314(3) | 6,625,905 | | | | | | | | | | 2/10/22 | | | 61,645(4) | 5,085,713 | | | | | | | | 2/09/23 | | | 56,564(5) | 4,666,530 |

  105. 2023 Outstanding Equity Awards at Fiscal Year-End

    (1)The time-based RSU awards include accrued but unpaid dividend equivalents payable in additional RSUs calculated at the normal dividend rate and settled in shares of our Common Stock only upon distribution of the vested award. (2)Based on the per share closing price of our Common Stock of $82.50 on December 29, 2023. (3)Represents PBRS granted in connection with the 2021-2023 performance cycle and vested on February 11, 2024, plus accrued dividends. These awards vested at 200% of target, plus accrued dividends, based on the actual performance certified by the Compensation Committee on February 15, 2024. (4)Represents PBRS granted in connection with the 2022-2024 performance cycle. Since our performance as of the end of 2023 exceeded the target performance measures, these awards are shown at maximum (200% of target), plus accrued dividends. However, the amount, if any, of these awards that will be paid out will depend upon the actual performance over the full performance period and the Compensation Committee’s certification of the performance after completion of the performance cycle, which should occur in the first quarter of 2025. (5)Represents PBRS granted in connection with the 2023-2025 performance cycle. Since our performance as of the end 2023 exceeded the target performance measures, these awards are shown at maximum (200% of target), plus accrued dividends. However, the amount, if any, of these awards that will be paid out will depend upon the actual performance over the full performance period and the Compensation Committee’s certification of the performance after completion of the performance cycle, which should occur in the first quarter of 2026. (6)Represents PBRSU granted in connection with the 2022-2024 performance cycle. Since our performance as of the end 2023 exceeded the target performance measures, these awards are shown at maximum (150% of target), plus accrued dividends. However, the amount, if any, of these awards that will be paid out will depend upon the actual performance over the full performance period and the Compensation Committee’s certification of the performance after completion of the performance cycle, which should occur in the first quarter of 2025.

  106. 2023 Outstanding Equity Awards at Fiscal Year-End

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 65 |

  107. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Stock Award Grant Date | Stock Award Vesting Schedule | | 02/11/21, 02/10/22 and 02/09/23 | Cliff vesting on the third anniversary of the grant date based on the attainment of the cumulative three-year average target performance goals for AROE, SMR, and RBC for three consecutive calendar years beginning with the year of grant. For the three-year period, stock will vest at 50% if the threshold of the three ratios is achieved, and 200% if the maximum is attained. Earned amounts can then be modified based on the Company’s TSR performance versus our peer group (maximum payout up to 200%). | | 02/11/21 | For the RSU grant, vesting ratably on the first, second and third anniversaries of the grant date. | | 03/25/21 and 04/29/21 | Cliff vesting on the third anniversary of the grant date. | | 02/09/23 | For the RSU grant, cliff vesting on the third anniversary of the grant date. |

  108. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table provides information with respect to options exercised and stock awards vested during 2023 for each of the NEOs.

  109. 2023 Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Daniel P. Amos | | | 274,713 | 19,507,370 | | Max K. Brodén | | | 31,721 | 2,252,508 | | Frederick J. Crawford | 87,764 | 3,373,233 | 66,759 | 4,740,557 | | Bradley E. Dyslin | | | 6,453 | 454,427 | | Audrey Boone Tillman | | | 56,644 | 4,022,290 |

  110. Pension Benefits

    Pension Benefits The Company maintains a tax-qualified, noncontributory defined benefit pension plan that covers the NEOs other than Messrs. Brodén and Crawford, and nonqualified supplemental retirement plans covering the NEOs other than Messrs. Brodén, Crawford and Dyslin. All of these plans were frozen before Messrs. Brodén and Crawford joined the Company. In June 2023, the Company amended the U.S. defined benefit plan to freeze future benefits under the plan for all participants effective January 1, 2024. The Company does not credit extra years of service under any of its retirement plans, unless required by employment agreements upon certain termination events. Mr. Amos is eligible to receive immediate retirement benefits, which fall under the provisions of the U.S. tax-qualified plan and the Retirement Plan for Senior Officers. For Mr. Dyslin, retirement benefits fall under the U.S. tax-qualified plan. Mrs. Tillman is eligible to receive immediate retirement benefits, which fall under the provisions of the U.S. tax-qualified plan and the U.S. Supplemental Executive Retirement Plan.

  111. 2023 Pension Benefits

    2023 Pension Benefits The following table provides certain information regarding the Company’s pension benefits at December 31, 2023 and for the year then ended.

  112. 2023 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit* ($) | Change from Prior Year ($) | Payments During Last Fiscal Year ($) | | Daniel P. Amos | Retirement Plan for Senior Officers | 50 | 47,873,711 | 2,474,253 | — | | | Aflac Incorporated Defined Benefit Pension Plan | 50 | 2,106,695 | 246,012 | — | | Bradley E. Dyslin | Aflac Incorporated Defined Benefit Pension Plan | 12 | 287,170 | 49,952 | — | | Audrey Boone Tillman | Supplemental Executive Retirement Plan | 28 | 10,614,845 | 2,452,488 | — | | | Aflac Incorporated Defined Benefit Pension Plan | 28 | 1,084,460 | 57,132 | — |

  113. 2023 Pension Benefits

    * Assumptions used to calculate pension benefits are based on GAAP assumptions, as more fully described in Note 14, “Benefit Plans,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023, except that, for all NEOs other than Mr. Amos, the assumed retirement age is the earliest retirement age for unreduced benefits and, for Mr. Amos, who has exceeded such age, is his actual expected retirement age as determined for GAAP purposes.

  114. 2023 Pension Benefits

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 67 |

  115. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table provides information on the NEOs’ participation in the Aflac Incorporated Executive Deferred Compensation Plan (“EDCP”).

  116. 2023 Nonqualified Deferred Compensation

    2023 Nonqualified Deferred Compensation

  117. 2023 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings (Loss) in Last Fiscal Year(3) ($) | Aggregate Withdrawals/ Distributions(4) ($) | Aggregate Balance at Last Fiscal Year-End(5) ($) | | Daniel P. Amos(1) | — | 441,100 | 2,485,400 | — | 15,420,305 | | Max K. Brodén(2) | 886,924 | 423,840 | 459,846 | — | 3,150,908 | | Frederick J. Crawford(2) | — | 622,608 | 185,996 | — | 3,796,177 | | Bradley E. Dyslin(2) | — | 408,767 | 771,921 | (185,298) | 4,752,644 | | Audrey Boone Tillman | 44,400 | — | 443,358 | — | 2,529,880 |

  118. 2023 Nonqualified Deferred Compensation

    (1)The Company contribution of $441,100, which is a portion of Mr. Amos’ salary, is compensation deferred at the direction of the Compensation Committee and is included in the Salary column of the Summary Compensation Table for the current year. The funds are 100% vested. (2)The $423,840, $622,608 and $408,767 deferred compensation for Messrs. Brodén, Crawford, and Dyslin, respectively, represents unvested Company-funded contributions in the amount of 15% of their annual compensation (base salary plus MIP). The funds for 2023 were credited to the EDCP in March 2024. This is an annual contribution approved by the Compensation Committee since Messrs. Brodén, Crawford and Dyslin are not eligible to participate in the Company’s executive retirement plans. Annual contributions will be 100% vested on the earlier of (i) the later of 15 years of employment or 5 years participation, (ii) age 65, (iii) change in control, (iv) death, or (v) disability. The amount shown in the table is included in the Summary Compensation Table for the current year in the All Other Compensation column. Additionally, previous years’ deferrals included in the Aggregate Balance column were reported as compensation in prior periods. Pursuant to the terms of the LOA entered into with Mr. Crawford on October 30, 2023, Mr. Crawford’s EDCP will become fully vested upon his retirement on September 30, 2024. For more information regarding the employment letter of agreement, see “Employment Agreements” on page 58. (3)The Company does not pay or credit above-market earnings on amounts deferred by or on behalf of executives. (4)Distributions for Mr. Dyslin were made in accordance with his elections under the EDCP on amounts deferred from his compensation. (5)The amounts reported represent balances from the EDCP and include various amounts previously reported in the Summary Compensation Table as Salary, Non-equity Incentive Plan Compensation or All Other Compensation. The EDCP allows certain U.S.-based officers, including the NEOs (the “Participants”), to defer up to 75% of their base salaries and their annual non-equity incentive awards. The Company may make discretionary matching or other discretionary contributions in such amounts, if any, that the Compensation Committee may determine each year. Portions of the EDCP are subject to Section 409A of the Internal Revenue Code (“Section 409A”) with respect to deferred amounts that became earned and vested on or after January 1, 2005. Deferred amounts earned and vested prior to 2005 (“grandfathered” amounts) under the EDCP are not subject to Section 409A’s requirements and continue to be governed generally under the terms of the EDCP and the tax laws in effect before January 1, 2005. All NEOs have met the applicable vesting requirements with the exception of Messrs. Brodén, Crawford and Dyslin. The amounts in the Aggregate Balance at Last Fiscal Year-End column include investment earnings (and losses) determined under phantom investments. Account balances may be invested in phantom investments selected by Participants from an array of investment options that substantially mirror the funds available under the Company’s 401(k) Plan, except for Common Stock. Participants can change their investment selections (unless prohibited by the fund) in the same manner that applies to participants in the 401(k) Plan. Each year, when Participants elect whether to defer compensation under the EDCP for the following year, they also elect the timing and form of future distributions arising from those deferrals, with a separate election permitted for each type of deferral (i.e., salary and non-equity incentive award). Specifically, a Participant may elect distributions beginning in a specific year (even if employment has not then ended) or beginning six months after the termination of employment. Participants may choose to have any distribution made in a lump sum or in up to ten annual installments. Employee deferrals are 100% vested. Distributions attributable to discretionary contributions are made in the form and at the time specified by the Company. A Participant may delay the timing and form of distributions attributable to deferrals as long as the change is made at least twelve months before the initial distribution date. With respect to non-grandfathered amounts, new elections also must satisfy the additional requirements of Section 409A. In general, Section 409A provides that distributions may not be accelerated (other than for hardships) and any delayed distribution may not begin earlier than five years after the original distribution date. Deferral amounts for which no distribution elections have been made are distributed in a lump sum six months after a Participant separates from service.

  119. 2023 Nonqualified Deferred Compensation

    | 68 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  120. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Company has employment agreements with each of the NEOs with the exception of Mr. Dyslin, who is the only NEO participant in the Company’s Executive Officer Severance Plan. Except as described below, the employment agreements are similar in nature and contain provisions relating to termination, disability, death, and a change in control of the Company. Mr. Amos has voluntarily waived all “golden parachute” and other severance components in his employment agreement. The elimination and absence, respectively, of these potential payments are reflected in the 2023 Potential Payments Upon Termination or Change in Control table. For each remaining NEO (other than Mr. Dyslin), the Company remains obligated to continue compensation and benefits for the scheduled term of the agreement if the NEO’s employment is terminated by the Company without “good cause” or by the NEO with “good reason.” The remaining term for each of these NEOs as of December 31, 2023 is as follows: Mr. Brodén, 28 months, Mr. Crawford, 4 months; and Mrs. Tillman, 29 1/3 months. In addition, upon a termination by the Company without “good cause” or by any of the NEOs (including Mr. Amos) for “good reason,” all outstanding equity awards become fully vested, except that equity awards of the NEOs subject to Company performance will remain subject to that performance. If an NEO’s employment is terminated by the Company for “good cause,” or by the NEO without “good reason,” the Company generally is obligated to pay compensation and benefits only to the extent accrued by the date of termination. Under the employment agreements of the NEOs (other than Mr. Dyslin), “good cause” generally means the Company has determined that any of the following have occurred or exist: (i) the willful failure by the NEO to substantially perform assigned management duties (other than due to sickness, injury, or disability); (ii) intentional conduct by the NEO causing substantial injury to the Company; or (iii) the NEO’s conviction of or plea of guilty to a felony. “Good reason” (except in the case of Mr. Dyslin) unrelated to a change in control generally is defined to include (i) a material reduction in the NEO’s base salary or bonus opportunity, which is not made for all similarly situated executives; (ii) a termination of the employment agreement other than as permitted by its terms; or (iii) a material relocation of the Company’s principal offices. Upon voluntary termination without “good reason” or termination by the Company for “good cause,” an NEO (other than Mr. Dyslin) is prohibited for a two-year period from directly or indirectly competing with the Company. The NEOs’ employment agreements provide that compensation and benefits continue for certain specified periods in the event the NEO becomes totally disabled. Upon the death of an NEO, the NEO’s estate is to be paid an amount, over a three-year period, equal to the NEO’s base salary and any non-equity incentive awards actually paid during the last three years of the NEO’s life. In addition, all outstanding equity awards will be honored and vest upon the date of death or disability. Upon a “change in control” of the Company, employment agreements for the NEOs (other than Messrs. Amos and Dyslin) are extended for an additional three-year period beginning with the month in which the change in control occurs. If, following a “change in control,” the employment of an NEO (other than Messrs. Amos and Dyslin) is terminated by the Company without “good cause” or by the NEO for “good reason,” the Company must pay to the NEO, among other payments but in lieu of any further salary payments, a lump-sum severance payment equal to three times the sum of the NEO’s base salary and non-equity incentive award under the MIP (as paid during periods specified in the agreement). “Good reason” for the 24-month period immediately following a change in control generally is defined to include (i) a material breach of the employment agreement by the Company in regard to compensation or benefits, or termination of the employment agreement; (ii) a material diminution or change in the NEO’s title, duties, or authority; (iii) a material relocation of the Company’s principal offices; or (iv) the failure of the Company’s successor to assume the employment agreement. Amounts payable upon a “change in control” will be reduced to the extent they are not deductible by the Company for income tax purposes. If, following a “change in control,” the employment of an NEO is terminated by the Company without “good cause” or by the NEO for “good reason,” all of that NEO’s outstanding equity awards (except in the case of Messrs. Amos and Dyslin) will become fully vested, and all performance criteria will be considered satisfied at the maximum performance level. A “change in control” generally is deemed to occur when (i) a person or group acquires ownership of 50% or more of the Common Stock; (ii) a person or group acquires ownership of 30% or more of the Common Stock over a consecutive twelve-month period; (iii) during any period of twelve consecutive months, a majority of individuals who constitute the Board are replaced without endorsement by a majority of the Board members at the beginning of the period; or (iv) a person or group acquires ownership of 40% or more of the total gross fair market value of the Company’s assets.

  121. Potential Payments Upon Termination or Change in Control

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 69 |

  122. Potential Payments Upon Termination or Change in Control

    Mrs. Tillman is a fully vested participant in the SERP and is the only NEO in the SERP. Under the SERP, in the event the Company terminates a participant’s employment within two years after a “change in control” other than for “Cause,” or a participant terminates employment during such period for “good reason,” the participant will become 100% vested in her retirement benefits and entitled to receive a lump-sum amount equal to the actuarial equivalent of the annual retirement benefit to which she would have been entitled had she remained in the employ of the Company until (i) age 55 (in the case of a participant who is not yet 55); (ii) age 60 (in the case of a participant who is at least 55, but not yet 60); or (iii) age 65 (in the case of a participant who is at least 60, but not yet 65), as the case may be. A “change in control” will be deemed to occur under the same circumstances described above, but only with respect to the Company. “Cause” for this purpose generally means (i) the participant’s continued failure to substantially perform her duties with the Company (other than due to illness or after a participant gives notice of termination of employment for “good reason”) after a written demand for substantial performance is delivered to the participant by the Board, (ii) the participant’s engaging in conduct materially injurious to the Company, or (iii) the participant’s conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude. “Good reason” is generally defined for this purpose to include various adverse changes in employment status, duties, or compensation and benefits following a “change in control.” Mr. Dyslin is a participant of the Company’s Executive Officer Severance Plan. Under this executive severance plan, Mr. Dyslin will incur an eligible termination, and therefore will be eligible to receive benefits under the executive severance plan, if he incurs a separation from service, because (i) his employment is involuntarily terminated by the Company for any reason other than “Cause” or disability; or (ii) he terminates his employment due to “Good Reason.” Upon Mr. Dyslin’s eligible termination that occurs outside of the 24-month period immediately following a Change in Control, he will receive an amount equal to 150% of the total of (i) his base salary, and (ii) the dollar amount of his annual MIP bonus for the year in which his termination date occurs with performance deemed at target, plus a cash payment equal to the product of (i)the dollar amount of his annual performance bonus for the year in which his termination date occurs based on his performance at target and on the actual performance of the Company for the year in which his termination date occurs and (ii) a fraction, the numerator of which is the number of days during the annual performance period for such bonus through and including his termination date, and the denominator of which is 365. He will also be eligible to receive a cash amount equal to the COBRA continuation coverage premiums that would be payable by him for the first 18 months of the COBRA continuation period, determined as if (i) he were to elect COBRA continuation coverage for himself and his spouse and dependents, to the extent such individuals were covered under the Aflac group medical, dental and/or vision coverage as of his termination date, and (ii) the cost of such COBRA coverage is measured as of his termination date assuming such cost remains constant during such 18-month period. “Cause” unrelated to a Change in Control generally means (i) confession to, pleas of nolo contendere to, or conviction of, a felony or other crime involving dishonesty; (ii) certification of materially inaccurate financial or other information pertaining to the Company with actual knowledge of such inaccuracies; (iii) material violation of the Company’s policies, the directions of the Board or CEO, or any agreement relating to the restrictive covenants; (iv) habitual and material negligence in the performance of duties; and (v) material non-compliance with obligations to devote all working time to the Company’s business (other than approved vacations and other time off); (vi) willful or deliberate misconduct or fraud in the performance of duties for the Company that substantially injures or damages the Company; or (vii) willful or deliberate failure to substantially perform duties, except due to sickness, injury or disability. “Good Reason” unrelated to a Change in Control generally is defined to include (i) a material reduction in the executive’s base salary or bonus opportunity; or (ii) a relocation beyond 25 miles from the participants current office location. Upon an executive’s eligible termination that occurs on or within the 24-month period immediately following a Change in Control, he will receive an amount equal to 300% of the total of (i) his Base Salary as of his termination date, and (ii) the dollar amount of MIP Bonus for the year in which his termination date occurs with performance deemed to be at target, plus an amount equal to the product of (i) the dollar amount of his annual performance bonus for the year in which his termination date occurs with his and the Company’s performance deemed to be at target, and (ii) a fraction, the numerator of which is the number of days during the annual performance period for the bonus through and including his termination date, and the denominator of which is 365. All of his shares of unvested time-based equity awards will vest upon his termination date. All of his shares of unvested performance-based equity awards will vest as of his termination date with such number determined based on the assumptions that his and the Company’s performance under such awards are achieved at target on his termination date. All of his unvested time-based restricted stock units issued under the LTIP will vest upon his termination date. All of his unvested performance-based stock units will vest as of his termination date with such number determined based on the assumptions that his and the Company’s performance under such awards are achieved at target on his termination date. He will also be eligible to receive a cash amount equal to the COBRA continuation coverage premiums that would be payable by him for the first 36 months of the COBRA continuation period, determined as if (i) he were to elect COBRA continuation coverage for himself and his spouse and dependents, to the extent such individuals were covered under the Aflac group medical, dental and/or vision coverage as of his termination date, (ii) COBRA could extend for 36 months, and (iii) the cost of such COBRA coverage is measured as of his termination date assuming such cost remains constant during such 36-month period. Amounts payable upon a Change in Control will be reduced to the extent they are not deductible by the Company for income tax purposes, provided, the after-tax value of such reduced amount is greater than the full amount of his severance payments after reduction for all taxes (including excise taxes). “Cause” related to a Change in Control generally means (i) confession to, pleas of nolo contendere to, or conviction of, a felony or other crime involving dishonesty; (ii) willful or deliberate misconduct or fraud in the performance of duties for

  123. Potential Payments Upon Termination or Change in Control

    | 70 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  124. Potential Payments Upon Termination or Change in Control

    the Company that substantially injures or damages the Company; or (iii) willful or deliberate failure to substantially perform executive’s duties, except due to sickness, injury or disability. “Good Reason” related to a Change in Control generally is defined to include (i) a material reduction in the executive’s base salary or bonus or equity award opportunity; (ii) a material diminution in the executive’s authority, duties and responsibilities, (iii) the assignment of duties and responsibilities significantly inconsistent with those the executive had immediately before a Change in Control, (iv) a material diminution of the authority or responsibilities of the executive’s supervisor, (v) a material diminution in the executive’s budget, (vi) a relocation beyond 25 miles from the participants current office location, or (vii) failure to maintain the severance plan unchanged. For purposes of the severance plan, “Change in Control” generally is deemed to occur when (i) a person or group acquires ownership of 50% or more of the Common Stock; (ii) a person or group acquires ownership of 50% or more of the Common Stock over a consecutive twelve-month period; (iii) during any period of twelve consecutive months, a majority of individuals who constitute the Board are replaced without endorsement by a majority of the Board members at the beginning of the period; or (iv) a person or group acquires ownership of 60% or more of the total gross fair market value of the Company’s assets. The following table reflects the amount of compensation payable to each of the NEOs in the event of termination of such executive’s employment under various termination scenarios. The amounts shown assume in all cases that the termination was effective on December 31, 2023, and, therefore, include amounts earned through such time and estimates of the amounts that would be paid to the NEOs upon their termination. Because a number of factors affect the nature and amount of any benefits actually paid, amounts paid or distributed may be different from those shown below. Mr. Amos and Mrs. Tillman are the only NEOs who are eligible to receive immediate retirement benefits. See “Pension Benefits” and “Nonqualified Deferred Compensation” above for more information. As noted in the following table, the benefits provided, and requirements imposed vary with the circumstances under which the termination occurs.

  125. Potential Payments Upon Termination or Change in Control

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 71 |

  126. 2023 Potential Payments Upon Termination or Change in Control

    2023 Potential Payments Upon Termination or Change in Control

  127. 2023 Potential Payments Upon Termination or Change in Control

    | | | | Before Change in Control | | | | | | | Name | Benefit | Company Termination without “Good Cause” or by Employee for “Good Reason”(1) ($) | Company Termination for “Good Cause”(2) ($) | Voluntary Termination without “Good Reason” and No Competition(3) ($) | Voluntary Termination with Competition(4) ($) | Death(5) ($) | Disability(6) ($) | Change in Control Termination without “Good Cause” or for “Good Reason”(7) ($) | | Daniel P. Amos | Salary | — | — | — | — | 4,323,300 | 2,161,650 | — | | | Non-equity Incentive Award(8) | — | — | — | — | 13,091,736 | 5,796,333 | — | | | Severance | — | — | — | — | — | — | — | | | Retirement(9) | 47,873,711 | 47,873,711 | 47,873,711 | — | 25,375,913 | 47,893,511 | 47,873,711 | | | Health & Welfare Benefits(10) | 1,595,073 | 1,595,073 | 1,595,073 | — | 89,946 | 1,622,712 | 1,595,073 | | | Equity Awards(11) | 81,192,313 | — | 56,973,885 | 56,973,885 | 81,192,313 | 81,192,313 | 81,192,313 | | | Totals | 130,661,097 | 49,468,784 | 106,442,669 | 56,973,885 | 124,073,208 | 138,666,519 | 130,661,097 | | Max K. Brodén | Salary | 1,750,000 | — | — | — | 2,025,000 | 1,125,000 | — | | | Non-equity Incentive Award(8) | 4,843,074 | — | — | — | 3,052,579 | 2,075,603 | — | | | Severance | — | — | — | — | — | — | 8,476,809 | | | Retirement(9) | 61,600 | — | — | — | 1,709,831 | 2,385,191 | 1,709,831 | | | Health & Welfare Benefits(10) | 30,228 | — | — | — | — | 19,432 | 38,864 | | | Equity Awards(11) | 15,804,918 | — | — | — | 15,804,918 | 15,804,918 | 15,804,918 | | | Totals | 22,489,820 | — | — | — | 22,592,328 | 21,410,144 | 26,030,423 | | Frederick J. Crawford | Salary | 332,500 | — | — | — | 2,855,833 | 1,496,250 | — | | | Non-equity Incentive Award(8) | 1,051,074 | — | — | — | 7,056,864 | 3,153,222 | — | | | Severance | — | — | — | — | — | — | 12,452,166 | | | Retirement(9) | 8,800 | — | — | — | 3,796,176 | 4,769,688 | 3,796,176 | | | Health & Welfare Benefits(10) | 6,295 | — | — | — | — | 28,326 | 56,651 | | | Equity Awards(11) | 22,600,469 | — | 22,600,469 | — | 22,600,469 | 22,600,469 | 22,600,469 | | | Totals | 23,999,137 | — | 22,600,469 | — | 36,309,342 | 32,047,954 | 38,905,462 | | Bradley E. Dyslin | Salary | — | — | — | — | — | — | — | | | Non-equity Incentive Award | — | — | — | — | — | — | — | | | Severance | 2,500,000 | — | — | — | — | — | 4,375,000 | | | Retirement | — | — | — | — | 408,767 | 408,767 | 408,767 | | | Health & Welfare Benefits(10) | 35,488 | — | — | — | — | — | 70,977 | | | Equity Awards(11) | 2,119,766 | — | — | — | 3,265,853 | 3,265,853 | 3,265,853 | | | Totals | 4,655,254 | — | — | — | 3,674,620 | 3,674,620 | 8,120,597 | | Audrey Boone Tillman | Salary | 1,808,889 | — | — | — | 2,180,000 | 1,110,000 | — | | | Non-equity Incentive Award(8) | 3,062,413 | — | — | — | 2,859,979 | 1,254,524 | — | | | Severance | — | — | — | — | — | — | 5,983,572 | | | Retirement(9) | 32,267 | — | 10,614,845 | — | 4,829,627 | 10,634,645 | 10,614,845 | | | Health & Welfare Benefits(10) | 57,352 | — | — | — | — | 35,193 | 70,387 | | | Equity Awards(11) | 16,378,031 | — | 11,711,501 | 11,711,501 | 16,378,031 | 16,378,031 | 16,378,031 | | | Totals | 21,338,952 | — | 22,326,346 | 11,711,501 | 26,247,637 | 29,412,393 | 33,046,835 |

  128. 2023 Potential Payments Upon Termination or Change in Control

    (1)Messrs. Brodén and Crawford, and Mrs. Tillman are entitled to salary continuation and non-equity incentive award payments for the remaining term of their respective employment agreements. Mr. Amos voluntarily waived his right to such payments. Health and welfare benefits would continue for the remainder of the contract term, except for Mr. Amos, who is entitled to health and welfare benefits under the RPSO. Upon severance without a change in control, Mr. Dyslin would be entitled to an amount equal to 150% of the total of (i) his Base Salary, and (ii) the dollar amount of his annual MIP Bonus for the year in which his Termination Date occurs with performance deemed to be at target. Mr. Dyslin would also be entitled to a cash amount equal to the COBRA continuation coverage premiums that would be payable by him for the first 18 months of the COBRA continuation period. (2)Termination for good cause eliminates the salary continuation and non-equity incentive award obligation for the remainder of the contract period and causes a forfeiture of the executive’s participation in any supplemental retirement plan (except for Mr. Amos). (3)Voluntary termination by the executive without good reason eliminates the salary continuation and non-equity incentive award obligations for the remainder of the contract term. In addition, nonvested equity awards will be forfeited, except in the case of Mr. Amos and Mrs. Tillman, who are retirement-eligible under the terms of the Company’s equity agreements and will vest in all equity awards granted at least one year before the date his or her employment terminates (subject to satisfaction of performance goals). Mr. Crawford’s nonvested equity awards will remain outstanding upon voluntary termination by the executive without good reason according to his agreement dated October 30, 2023.

  129. 2023 Potential Payments Upon Termination or Change in Control

    | 72 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  130. 2023 Potential Payments Upon Termination or Change in Control

    (4)Any executive who competes with the Company after termination will forfeit the right to any further salary and non-equity incentive award payments and any benefits under the RPSO. In addition, nonvested equity awards will be forfeited, except in the case of Mr. Amos and Mrs. Tillman, who are retirement-eligible under the terms of the Company’s equity agreements and will vest in all equity awards granted at least one year before the date his or her employment terminates (subject to satisfaction of performance goals). (5)When an executive dies (other than Mr. Dyslin), the executive’s estate is entitled to receive terminal pay (paid in equal installments over 36 months) equal to the amount of the executive’s base pay and non-equity incentive award paid in the previous 36 months, or, if the executive was employed less than 36 months, the amount the executive would have been paid if he or she had survived for the full 36-month period. Additionally, retirement benefits in this column include the present value of the accumulated benefit obligation for a surviving spouse annuity under the RPSO for Mr. Amos. Messrs. Brodén, Crawford and Dyslin participate in the Company-funded EDCP, which will vest at death. The NEOs and other officers also are eligible for life insurance benefits along with, and on the same basis as, the Company’s other salaried employees. (6)Disability benefits are payable for 18 months or, if shorter, until the end of the term of the applicable agreement, while the executive (other than Mr. Dyslin) remains employed during his/ her disability. For all NEOs, any disability benefits paid in the form of salary continuation or non-equity incentive awards (as shown in the table) would be offset by the maximum annual amount allowed ($144,000) under the Company-sponsored disability income plan. Messrs. Brodén, Crawford and Dyslin participate in the Company-funded EDCP, which would vest at disability. (7)Upon termination after a change in control, Messrs. Brodén and Crawford, and Mrs. Tillman would each be entitled to a lump-sum severance payment of three times the sum of (i) annual base salary in effect immediately prior to the change in control, and (ii) the non-equity incentive award paid in the year preceding the termination date or the year preceding the change in control, whichever amount is higher. Mr. Amos has waived his entitlement to receive a severance payment. Mr. Dyslin would be entitled to an amount equal to 300% of the total of (i) his Base Salary as of his Termination Date, and (ii) the dollar amount of MIP Bonus for the year in which his Termination Date occurred with performance deemed to be at target. (8)The non-equity incentive award amounts on this line do not include the 2023 non-equity incentive awards that were paid to the NEOs in February 2024 and which were nonforfeitable as of December 31, 2023, under all circumstances other than termination for competition. (9)Amounts in this row generally include (i) the present value of the applicable benefits payable under the RPSO and the SERP, and (ii) certain additional amounts determined under the executive’s employment agreement in lieu of continued participation in the Company’s broad-based retirement plans. However, amounts included in this column reflecting benefits payable under the SERP may differ from the amounts shown in the Pension Benefits table due to reduced SERP benefits payable upon termination for “good cause” or death. (10)Amounts in this row generally represent the estimated lump-sum present value of all premiums that would be paid by the Company for applicable health and welfare benefits. The value shown for Mr. Amos includes his post-employment medical benefits under the RPSO for his life and the life of his spouse, the value of certain other welfare benefits, and non-medical fringe benefits (including office space) for his life. These amounts would not be payable if Mr. Amos engages in any activity that competes with the Company. The value of health coverage for each of Messrs. Brodén and Crawford, and Mrs. Tillman is the monthly cost of Company-paid premiums for active employee coverage under the health plan, multiplied by the number of months of Company-paid continued coverage for which the executive is eligible as determined under his employment agreement. For Mr. Dyslin, the amounts represent the COBRA continuation coverage premiums that would be payable by him. (11)Amounts in this row represent the estimated value of accelerated vesting of stock options and restricted stock awards. The value for stock options was determined as follows: the excess of the per share closing price on the NYSE on the last business day of the year over the per share option exercise price, multiplied by the number of unvested option shares. The value for restricted stock awards was determined by multiplying the number of unvested stock awards by the same per share closing price used for options. The values of these awards that are performance-based assume maximum performance goals were achieved.

  131. 2023 Potential Payments Upon Termination or Change in Control

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 73 |

  132. CEO Pay Ratio

    CEO Pay Ratio The Company believes that executive pay should be internally consistent and equitable to motivate the Company’s employees and create shareholder value. To demonstrate the Company’s commitment to that principle, and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules adopted thereunder, we are disclosing the ratio of the annual total compensation of the Chairman and CEO, Mr. Daniel P. Amos, to the annual total compensation of the individual we have identified as the median employee for this purpose. As determined in accordance with applicable SEC rules, for 2023, the last completed fiscal year: •The annual total compensation of the CEO, as reported in the 2023 Summary Compensation Table included on page 61, was $20,703,253; and •The annual total compensation of the median employee determined on this same basis was $63,898.

  133. CEO Pay Ratio

    | Based on this information, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees is 324 to 1. |

  134. CEO Pay Ratio

    SEC rules permit us to identify our median employee once every three years so long as there has not been a change in our employee population or employee compensation arrangements during the 2023 fiscal year that we reasonably believe would significantly impact our pay ratio disclosure. There has not been a significant change in our employee population or employee compensation arrangements from 2022. Therefore, the CEO pay ratio for the 2023 fiscal year is calculated using the same median employee identified with respect to the 2022 fiscal year. The steps described below were performed in 2022 to identify the annual total compensation of the median employee. The Company first determined the compensation for all the Company’s employees other than the CEO as of December 31, 2022, taking into account the annual sum of cash wages, overtime, and bonus from payroll records, in each case determined without regard to cost-of-living adjustments. As of such date, the Company’s employee population consisted of approximately 12,735 individuals working at Aflac Incorporated and its consolidated subsidiaries, with 44% of these individuals located in the United States and 55% located in Japan. The employee population above includes part-time and temporary employees as of December 31, 2022 (excluding employees on unpaid leave as of December 31, 2022), as compared to the employee population disclosed in the December 31, 2022, Form 10-K, which includes only full-time employees. For employees located in Japan, the compensation in Japanese yen was converted to U.S. dollars using the annual weighted average exchange rate of Japanese yen to U.S. dollars of 130.17 to 1 on December 31, 2022. To calculate the CEO pay ratio for 2023, the Company identified the elements of such employee’s compensation for the entirety of 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (the basis for determining annual total compensation as reported in the Summary Compensation Table), resulting in annual total compensation in the amount of $63,898. Mr. Amos has been CEO of the Company since 1990 and Chairman since 2001. His long-standing tenure, coupled with normal changes in the calculation of his pension due to discount rate changes, causes his pension value (when calculated according to Item 402(c)(2)(x) of Regulation S-K) to vary greatly from year to year, which may cause large changes in the ratio.

  135. CEO Pay Ratio

    | 74 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  136. Pay Versus Performance

    Pay Versus Performance The following table shows the total compensation for the past four fiscal years for our NEOs as set forth in the Summary Compensation Table, the “Compensation Actually Paid” (or “CAP”) to our CEO, and, on an average basis, our other NEOs, our TSR, the TSR of the S&P Life & Health Insurance index over the same period, our net income, and our principal financial measure for compensation purposes, Adjusted Return on Equity. CAP figures do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the NEOs’ compensation for each fiscal year, please see the Compensation Discussion & Analysis section of this Proxy Statement reporting pay for the fiscal years covered in the Pay Versus Performance table.

  137. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2)(7) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(2)(7) | Value of Initial Fixed $100 Investment Based On: | | Net Income*(5) | Adjusted Return on Equity(5)(6) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | 2023 | $20,703,253 | $40,403,440 | $6,192,096 | $8,502,767 | $172.49 | $142.87 | $4,659 | 14.2% | | 2022 | $15,776,291 | $32,797,790 | $5,168,408 | $8,807,465 | $146.94 | $136.53 | $4,418 | 13.9% | | 2021 | $15,728,233 | $27,847,653 | $4,757,806 | $7,213,661 | $116.29 | $123.73 | $4,231 | 15.9% | | 2020 | $22,613,727 | $13,548,137 | $4,207,154 | $2,770,566 | $86.42 | $90.52 | $4,778 | 15.0% |

  138. Pay Versus Performance

    * in Millions (1)The Principal Executive Officer (“PEO”) in fiscal years 2023, 2022, 2021, and 2020 is Daniel P. Amos. (2)Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and the same assumptions that were used for stock options granted that year. Performance-based restricted share grant date fair values are calculated using ASC 718 at target-level performance. The Company’s valuation assumptions are described in Note 12, “Share-Based Compensation,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vest, as applicable. (3)The NEOs included in the calculation of average NEO compensation in fiscal year 2023 are Max K. Brodén, Frederick J. Crawford, Bradley E. Dyslin, and Audrey Boone Tillman. NEOs included in the calculation for fiscal years 2022, 2021, and 2020 are Max K. Brodén, Frederick J. Crawford, Eric M. Kirsch, and Audrey Boone Tillman. (4)The peer group used for Total Shareholder Return is the S&P Life & Health Insurance index. (5)Amounts for years 2021 and 2022 have been adjusted for the adoption of accounting guidance on January 1, 2023 related to accounting for long-duration insurance contracts. (6)Adjusted Return on Equity (AROE) is defined as Adjusted Earnings, excluding the impact of foreign currency, divided by Adjusted Book Value. AROE, Adjusted Earnings excluding the impact of foreign currency, and Adjusted Book Value are not calculated in accordance with GAAP. See Appendix A to this Proxy Statement for definitions for these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures. (7)SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine the Compensation Actually Paid as reported in the Pay vs. Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to reflect certain changes in the fair market value of outstanding equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date), and an adjustment for the aggregate value of service costs and prior service costs of pension benefits. No adjustment is made for dividends as dividends are factored into the fair market value of the award. The following table details these adjustments:

  139. Pay Versus Performance

    | Year | Executive(s) | Summary Compensation Table Total | Subtract change in actuarial present value of pension | Subtract grant date fair value of stock awards granted during the fiscal year | Add aggregate value of service costs and prior service costs of pension benefits | Add year-end value of stock awards granted during the fiscal year | Add change in value of stock awards granted in prior years | Add change in value of vested stock awards granted in prior years | Compensation Actually Paid | | 2023 | CEO | $20,703,253 | ($2,720,265) | ($10,270,666) | $0 | $12,953,190 | $19,993,385 | ($255,457) | $40,403,440 | | | Other NEOs | $6,192,096 | ($1,279,786) | ($2,152,762) | $15,143 | $2,708,968 | $3,055,883 | ($36,775) | $8,502,767 | | 2022 | CEO | $15,776,291 | $0 | ($9,495,081) | $0 | $11,062,631 | $14,073,792 | $1,380,157 | $32,797,790 | | | Other NEOs | $5,168,408 | $0 | ($2,212,712) | $16,124 | $2,578,010 | $2,958,342 | $299,293 | $8,807,465 | | 2021 | CEO | $15,728,233 | $0 | ($9,122,925) | $0 | $11,817,648 | $8,615,430 | $809,267 | $27,847,653 | | | Other NEOs | $4,757,806 | ($20,722) | ($1,905,211) | $16,359 | $2,418,346 | $1,507,483 | $439,600 | $7,213,661 | | 2020 | CEO | $22,613,727 | ($8,514,587) | ($8,471,063) | $0 | $7,297,544 | $683,122 | ($60,606) | $13,548,137 | | | Other NEOs | $4,207,154 | ($987,130) | ($1,520,233) | $18,459 | $1,309,629 | ($116,934) | ($140,379) | $2,770,566 |

  140. Pay Versus Performance

    | EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 75 |

  141. Pay Versus Performance

    The following graphs illustrate the relationship between CAP and financial performance measures in the Pay Versus Performance table:

  142. Pay Versus Performance

    | CAP vs. Company and Peer Group TSR |

  143. Pay Versus Performance

    | CAP vs. Company Net Income |

  144. Pay Versus Performance

    | CAP vs. Adjusted Return on Equity |

  145. Pay Versus Performance

    | Seven Most Important Company Performance Measures for Determining NEO Compensation: | | | | •Adjusted Return on Shareholders’ Equity | •U.S. Segment Net Earned Premium | •Japan Segment Net Earned Premium | | •Adjusted Earnings per diluted Share (excluding foreign currency effect) | •Japan Segment New Annualized Premium | •Net Investment Income - Aflac Global Investments | | •U.S. Segment New Annualized Premium | | |

  146. Pay Versus Performance

    | 76 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |