DEF 14A of Aflac Inc, Mar 20, 2025

DEF 14A of Aflac Inc

Filed Mar 20, 2025 · FY20240000004977-25-000059

Open on EDGAR

  1. Director Nominees Summary

    Director Nominees Summary

  2. Director Nominees Summary

    | | | Lead Non-Management Director | | | | DANIEL P. AMOS, 73 Chairman and Chief Executive Officer, Aflac Incorporated Director Since 1983 Committees: E, FI | W. PAUL BOWERS, 68 Retired Chairman and Chief Executive Officer, Georgia Power Co. Director Since 2013 Committees: AR*, CD, CSR, E | | ARTHUR R. COLLINS, 65 Founder and Chairman of theGROUP Director Since 2022 Committees: CG, CSR | MICHAEL A. FORRESTER, 57 Former Chief Executive Officer of Copper Rock Capital Partners Director Nominee | | | | | | | | MIWAKO HOSODA, 55 Professor, Seisa University Director Since 2023 Committees: CSR | THOMAS J. KENNY, 61 Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset Management Director Since 2015 Committees: CD, CSR, FI | | GEORGETTE D. KISER, 57 Former Manager Director and Chief Information Officer, The Carlyle Group Director Since 2019 Committees: AR*, C | KAROLE F. LLOYD, 66 Certified Public Accountant and retired Ernst & Young LLP audit partner Director Since 2017 Committees: AR*, CD, E, FI | | | | | | | | NOBUCHIKA MORI, 68 Representative Director, Japan Financial and Economic Research Co. Ltd. Director Since 2020 Committees: CG, FI | JOSEPH L. MOSKOWITZ, 71 Retired Executive Vice President, Primerica, Inc. Director Since 2015 Committees: AR*, C, CD, E | | KATHERINE T. ROHRER, 71 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

    | 8 | AFLAC INCORPORATED | VOTING ROADMAP |

  5. Director Nominees Summary

    | Tenure | | | Demographics | | 2025 Independent Director nominees (10): | | | | | | n | 3 Directors 0-3 Years | 6 of 10 Independent Director Nominees are people of color and/or women | | | n | 3 Directors 4-7 Years | | | | n | 4 Directors 8+ Years | |

  6. Director Nominees

    Director Nominees

  7. Director Nominees

    | Daniel P. Amos CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF AFLAC INCORPORATED | | | | W. Paul Bowers RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF GEORGIA POWER CO. LEAD NON-MANAGEMENT DIRECTOR | | | | | | | | | | | AGE 73 | DIRECTOR SINCE 1983 | COMMITTEES E FI | | AGE 68 | 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 from January 2024 to January 2025 and from February 2018 through December 2019 •Spent 51 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 help him 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 •Exelon Corporation (since 2021) •Audit Committee (since 2022, Chair since 2023) •Corporate Governance Committee (since 2022) Other Board or Leadership Positions, Professional Memberships or Awards •Brand Industrial Holding, Inc. (since 2019) •Audit Committee Chair (since 2019) •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 |

  8. Director Nominees

    | 12 | AFLAC INCORPORATED | CORPORATE GOVERNANCE MATTERS |

  9. Director Nominees

    | Arthur R. Collins FOUNDER AND CHAIRMAN OF theGROUP | | | | Michael A. Forrester FORMER CEO OF COPPER ROCK CAPITAL PARTNERS | | | | | | | | | | AGE 65 | DIRECTOR SINCE 2022 | COMMITTEES CG CSR | | AGE 57 | DIRECTOR NOMINEE | | | | | | | | | •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 (since 2023) •Management Development and Compensation Committee (since 2022) •RLJ Lodging Trust (since 2016) •Compensation, Nominating and Corporate Governance Committees (since 2016) 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) | | | | •CEO of Copper Rock Capital Partners from 2014 to 2021 •Responsible for leading all aspects of a $7+ billion investment management boutique, including: business strategy, operations, marketing, human resources, finance, systems, compliance, and risk management. •COO of Copper Rock Capital Partners from 2007 to 2013 •Provided leadership and execution of growth strategy for targeting new investment management teams. •Responsible for oversight and launching of multiple new global investment strategies. •Implementation of new risk management, trade cost analysis and portfolio accounting systems. •Managed overall financial plans and practices, including budgeting, profit and loss, accounting, tax, audit and strategic growth strategy for the firm. Notable Experience Aligned with Our Strategy and Key Board Contributions Mr. Forrester has over 30 years of wide-ranging experience in the investment management industry combined with more than 17 years of both corporate and mutual fund board experience. His extensive leadership, investment management knowledge, accounting and finance acumen as well as experience gathered on company boards infuses the Board with valuable perspective and insights related to 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) (since 2024) •Investments Committee (since 2024) •Compliance Committee (since 2024) •Open-End Funds Committee; Chair (since 2024) •TIAA-CREF Funds (2007-2023) •Investments Committee (2013-2023) •Operations Committee (2008-2013; 2016-2022) •Nominating and Governance Committee (2011-2023; Chair 2017-2023) •Audit and Compliance Committee (2007; 2014-2015; 2022-2023) •Corporate Governance and Social Responsibility Committee (2007-2016) •Investment Company Institute’s Independent Directors Council for independent fund board directors. (since 2020) •IDC Governing Council (since 2020) •Policy Steering Committee (since 2020) •Executive Committee (since 2024) | | | | | | | | | | 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 |

  10. Director Nominees

    | CORPORATE GOVERNANCE MATTERS | 2025 PROXY STATEMENT | 13 |

  11. Director Nominees

    | Miwako Hosoda PROFESSOR, SEISA UNIVERSITY | | | | Thomas J. Kenny FORMER PARTNER AND CO-HEAD OF GLOBAL FIXED INCOME, GOLDMAN SACHS ASSET MANAGEMENT | | | | | | | | | | | AGE 55 | DIRECTOR SINCE 2023 | COMMITTEES CSR | | AGE 61 | DIRECTOR SINCE 2015 | | | COMMITTEES CD CSR FI | | | | | | | •Professor, Seisa University, Faculty of Life Network Science from 2012 to present •Vice President from 2013 to 2021 •Project researcher, University of Tokyo, Institute of Medical Science from 2023 to present •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, practical implementation of community care, and digitization and AI usage in healthcare and its risks. 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 (2017-2020), President (since 2023) •Representative Director, Inclusive Action For All (since 2020) •Vice president, Asia Pacific Sociological Association (since 2021); President (2017-2020) •Board of Trustees, The Japanese Foundation for Cancer Research (2015-2021) | | | | •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 •Apeel Sciences (since 2025) •Nuveen Funds (a TIAA Company): •Co-Chair (2024) •Closed-End Funds Committee (since 2025) •Dividend Committee (since 2025) •Executive Committee, Chair (since 2024) •Investment Committee (since 2024) •Compliance Committee (since 2024) •Nomination and Governance Committee (since 2024) •Open-End Funds Committee (2024) •ParentSquare (since 2021) •TIAA-CREF Board of Trustees, Chairman (2017-2023) •TIAA-CREF Fund Complex: •Executive Committee, Chair (2017-2023) •Investment Committee (2011-2023) •Audit and Compliance Committee (2018-2023) •Nominating and Governance Committee (2017-2023) •Ad Hoc CREF Special Projects Committee (2020-2023) | | | | | | | | | | | 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 |

  12. Director Nominees

    | 14 | AFLAC INCORPORATED | CORPORATE GOVERNANCE MATTERS |

  13. Director Nominees

    | Georgette D. Kiser FORMER MANAGER DIRECTOR AND CHIEF INFORMATION OFFICER, THE CARLYLE GROUP | | | | Karole F. Lloyd CERTIFIED PUBLIC ACCOUNTANT AND RETIRED ERNST & YOUNG LLP AUDIT PARTNER | | | | | | | | | | | AGE 57 | DIRECTOR SINCE 2019 | COMMITTEES AR* C | | AGE 66 | DIRECTOR SINCE 2017 | | | COMMITTEES AR* CD E FI | | | | | | | •Operating executive/independent advisor who helps lead due diligence and technical strategies across various private equity and venture capital firms •Former managing director and chief information officer at The Carlyle Group, where she was responsible for leading the firm’s global technology and solutions organization from February 2015 until May 2019 •Advised Carlyle professionals through the investment process, from sourcing deals, conducting diligence, managing companies and exiting transactions •Helped set IT strategy for Carlyle Portfolio companies and drives IT/digital diligence and advisory efforts. •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 •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) (2020-2024) Other Board or Leadership Positions, Professional Memberships or Awards •Brown Advisory Board mutual fund (since 2022) | | | | •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 (since 2018, Chair since 2019) •Nominating and Governance Committee (since 2020) 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) | | | | | | | | | | | 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 |

  14. Director Nominees

    | CORPORATE GOVERNANCE MATTERS | 2025 PROXY STATEMENT | 15 |

  15. Director Nominees

    | Nobuchika Mori REPRESENTATIVE DIRECTOR, JAPAN FINANCIAL AND ECONOMIC RESEARCH CO. LTD. | | | | Joseph L. Moskowitz RETIRED EXECUTIVE VICE PRESIDENT, PRIMERICA, INC. | | | | | | | | | | | AGE 68 | DIRECTOR SINCE 2020 | COMMITTEES CG FI | | AGE 71 | DIRECTOR SINCE 2015 | | | COMMITTEES AR* C CD E | | | | | | | •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 (2018-2021) | | | | •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) | | | | | | | | | | | 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 |

  16. Director Nominees

    | 16 | AFLAC INCORPORATED | CORPORATE GOVERNANCE MATTERS |

  17. Director Nominees

    | Katherine T. Rohrer VICE PROVOST EMERITUS, PRINCETON UNIVERSITY | | | | 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. | | | | | | | | AGE 71 | DIRECTOR SINCE 2017 | COMMITTEES C CG E | | | | | | | | | | •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 emerita of Emory University 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 keen sense of responsibility toward all stakeholders. 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 | | | | | | | | | | | | | | | | Board Succession Planning and Refreshment Process Our Board believes it is appropriate to maintain a balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas. Pursuant to the Company’s Guidelines on Significant Corporate Governance Issues, independent directors will not be nominated for a term that would begin after the director’s 75th birthday. Our regular self-evaluation process ensures we maintain a cohesive and well-constituted board of high integrity that exemplifies the right balance of perspectives, experience, independence, skill sets, and subject matter experts required for prudent oversight. Over the last five years, we have added four new director nominees as we prioritize candidates with the skills needed to ensure effective oversight. | | | | | | | | 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 |

  18. Director Nominees

    | CORPORATE GOVERNANCE MATTERS | 2025 PROXY STATEMENT | 17 |

  19. 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 our 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.

  20. 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. |

  21. 2024 Director Compensation

    2024 Director Compensation The following table identifies each item of compensation paid to Non-employee Directors for 2024.

  22. 2024 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation ($) | Total ($) | | W. Paul Bowers | 225,043 | 180,051 | — | — | — | 405,094 | | Arthur R. Collins | 160,000 | 180,051 | — | — | — | 340,051 | | Miwako Hosoda | 135,000 | 180,051 | — | — | — | 315,051 | | Thomas J. Kenny | 160,000 | 180,051 | — | — | — | 340,051 | | Georgette D. Kiser | 150,000 | 180,051 | — | — | — | 330,051 | | Karole F. Lloyd | 185,000 | 180,051 | — | — | — | 365,051 | | Nobuchika Mori | 135,000 | 180,051 | — | — | — | 315,051 | | Joseph L. Moskowitz | 175,000 | 180,051 | — | — | — | 355,051 | | Barbara K. Rimer, DrPH* | 45,000 | — | — | — | — | 45,000 | | Katherine T. Rohrer | 160,000 | 180,051 | — | — | — | 340,051 |

  23. 2024 Director Compensation

    * The term of service for Barbara K. Rimer, DrPH, on the Board of Directors ended May 6, 2024. (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 (May 6, 2024) of $84.73, was $225,043. (3)This column represents the dollar amount recognized in accordance with ASC 718 for financial statement purposes with respect to the 2024 fiscal year for the fair value of restricted stock granted in 2024. The fair values of the awards were calculated using the closing per-share stock price on the date of grant of $84.73 for the awards, which were all granted on May 6, 2024. As of December 31, 2024, the following Non-employee Directors held the following number of restricted stock awards: W. Paul Bowers, 4,851; Arthur R. Collins 2,156; Miwako Hosoda, 2,156; Thomas J. Kenny, 2,156; Georgette D. Kiser, 2,156; Karole F. Lloyd, 2,156; Nobuchika Mori, 2,156; Joseph L. Moskowitz, 2,156; and Katherine T. Rohrer, 2,156. (4)In accordance with the SEC’s reporting requirements, this column represents the dollar amount recognized in accordance with ASC 718 for financial statement purposes with respect to the 2024 stock option grants. 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 Form 10-K filed with the SEC for the year ended December 31, 2024. Stock options granted to Non-employee Directors vest after one year generally subject to continued service. As of December 31, 2024, each non-employee Director held stock options covering the following number of shares of Common Stock: Joseph L. Moskowitz, 34,154; and Barbara K. Rimer, DrPH, 11,425. (5)Represents change in pension value. Barbara K. Rimer, DrPH, 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 of Dr. Rimer was a decrease of $28,488.

  24. 2024 Director Compensation

    | 34 | AFLAC INCORPORATED |

  25. Elements of Our Executive Compensation Program

    | CEO TARGET COMPENSATION MIX | | | OTHER NEOs AVERAGE TARGET COMPENSATION MIX | | | | | n | 9% Base Salary | | n | 20% Base Salary | | | n | 23% Management Incentive Plan | | n | 30% Management Incentive Plan | | | n | 68% Long-Term Incentive | | n | 50% Long-Term Incentive |

  26. 2024 Management Incentive Plan Performance

    2024 Management Incentive Plan Performance

  27. 2024 Management Incentive Plan Performance

    | | Performance | Result | | Corporate Metric: | | | | Adjusted Earnings per Diluted Share on a Consolidated Basis for the Company (Excluding Foreign Currency Effect) | $7.39 | | | U.S. Segment Metrics: | | | | New Annualized Premium (% change over 2023) | (.96)% | | | Net Earned Premium (% change over 2023) | 2.71% | | | Total Adjusted Expense Ratio | 38.49% | | | Pretax Adjusted Earnings | (5.46)% | | | Japan Segment Metrics: | | | | New Annualized Premium (in billions of yen) | ¥64.1 | | | Net Earned Premium (% change over 2023) (as adjusted for MIP)* | (5.21)% | | | Global Investments Metrics: | | | | Net Investment Income (U.S. and Japan GAAP Segments Only) | Budget plus 8.53% | | | Credit Losses/Impairments | $(203 million) | | | MIP Modifier: | | | | Four Sustainability Objectives | +5% | All four Sustainability Objectives Achieved |

  28. 2024 Management Incentive Plan Performance

    * 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.

  29. 2022-2024 Long-Term Incentive Performance Results*

    2022-2024 Long-Term Incentive Performance Results*

  30. 2022-2024 Long-Term Incentive Performance Results*

    | | Performance | Result | | Metrics: | | | | Currency Neutral AROE Result (70% Weighted) | 15.1% | | | SMR (15% Weighted) | 984% | | | RBC (15% Weighted) | 706% | | | RTSR Modifier | 80th percentile | |

  31. 2022-2024 Long-Term Incentive Performance Results*

    * Excluding Mr. Miller who participated in a separate plan. Details on his specific plan are shown on page 53.

  32. 2022-2024 Long-Term Incentive Performance Results*

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

  33. 2022-2024 Long-Term Incentive Performance Results*

    | 36 | AFLAC INCORPORATED |

  34. Key Elements of Our 2024 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, total adjusted expense ratio and pretax adjusted earnings •Japan goals: new annualized premium, net earned premium •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. MIP Modifier can adjust total MIP compensation up or down by 5% based on achievement of sustainability goals. | | | •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 | | | | | | | | | | | | | Corporate LTI Plan(1) | | | | | | 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)/Economic Solvency Ratio (ESR) | •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 | | | | | | | | | | | | | U.S. LTI Plan(2) | | | | | | | | Adjusted Return on Shareholders’ Equity (AROE) EX-FX | Risk-Based Capital (RBC) | End-Point Expense Ratio (expenses/revenues) | | | | | | | | | | | | | | AROE, RBC, SMR/ESR and End-Point Expense Ratio 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%. | | | |

  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 Caps on incentive plan payout opportunities that are consistent with typical market practices 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; and •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; and •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 (US) 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 $322,804 in 2024. Management retained certain Mercer affiliates to provide additional services not pertaining to executive compensation during 2024, and approved payments for those services totaling $264,580. 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 $23,834,404 during 2024 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 0.10% 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

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 43 |

  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

    | 2024 Peer Group | | Changes from 2023 Peer Group | | The Allstate Corporation Assurant, Inc. Brighthouse Financial Chubb Limited Corebridge Financial 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 | Additions + | | | | Corebridge Financial | | | | Removals - | | | | N/A |

  41. Importance of the Peer Group

    The 2024 peer group reflects one change from the peer group in 2023. Corebridge Financial was added since it fits the size criteria and operating characteristics of the Company’s other peers. 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 | $18,927 | $117,566 | $57,464 | | Peer Median | $32,718 | $242,439 | $31,132 | | Percentile Rank for Aflac Incorporated vs. Peers | 40th | 35th | 87th |

  43. Importance of the Peer Group

    (1)For the year ending December 31, 2024 (2)As of December 31, 2024

  44. Importance of the Peer Group

    | 44 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  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 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 2024 MIP goals were approved by the Compensation Committee in February 2024. |

  46. Importance of the Peer Group

    For 2024, 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, Total Adjusted Expense Ratio, and Pretax Adjusted Earnings •Japan Segment: New Annualized Premium and Net Earned Premium •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 sustainability objectives for 2024. 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 objectives for each MIP metric. For 2024, the majority of the MIP performance metrics were structurally consistent with the 2023 performance objectives, including weightings with specific “sloping” targets, with ranges adjusted for the 2024 financial plan. For all NEOs and MIP participants who are Executive Vice Presidents or Senior Vice Presidents, the new metric added for costs savings resulting from Transformation Initiatives in 2023 was removed for 2024. As our sustainability goals were tied to business strategy, the MIP modifier was continued in 2024 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 fourth quarter 2023 earnings release and conference call.

  48. MIP Target-Setting

    | Metric | Performance Measures | Factors Considered in Setting Goal Levels | | Corporate Metric | •Adjusted EPS | In 2023, the Company generated $4.7 billion in net earnings, up 5.5% for the year, or $7.78 per diluted share. The Company also reported a 3.3% increase in adjusted earnings for the year, which were $3.7 billion, and adjusted earnings per diluted share on a currency-neutral basis of $6.43, which was up 13.4%. This increase was supported by the repurchasing of $2.8 billion (38.9 million) of the Company’s shares and higher adjusted earnings. Higher adjusted earnings were primarily driven by higher net investment income and actuarial assumption unlocks in third quarter 2023 resulting in a lower benefit ratio in the U.S., partially offset by a loss related to the novation of a reinsurance treaty with a third party that has been ceded back to the company. When looking at the Company’s currency-neutral adjusted EPS estimates for 2024 and normalizing for roughly $0.39 per share of items identified and called out in 2023, the lower 2024 adjusted earnings outlook included headwinds to revenue resulting from lower earned premium in the Japan segment mainly from paid-up impact and higher benefit ratio in the U.S. and Japan. The estimated higher benefit ratio in the U.S. segment was driven by continued initiatives to provide better value for the customer. | | U.S. and Japan Segment Metrics | •New Annualized Premium •Net Earned Premium •Total Adjusted Expense Ratio •Pretax Adjusted Earnings | In 2023, Aflac U.S. sales increased 5.0% to $1.6 billion, reflecting significant contributions from both our existing voluntary business and our more recently acquired growth properties. Persistency increased to 78.6% at the end of 2023. This was a function of poor persistency quarters falling out of the metric and stabilization across numerous product categories. Moving into 2024, our business focus continued to be building out our growth properties, while continuing to strengthen our distribution reach for our core voluntary products. The Company expected sales growth in 2024 and the Compensation Committee set a range of 2% to 12% 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 1.5% to 5.5% range. Given the focus on improving expense efficiency and the impact of the third quarter unlock in 2023 to pretax earnings in Aflac U.S., the adjusted expense ratio metric range was set to 38.1% to 40.1% along with a pretax adjusted earnings metric range of -19.0% to 1.8% for 2024. Similarly, in Japan, the focus was on post-pandemic recovery and realization of investment in product development. In 2023, Aflac Japan sales increased 10.9% to ¥60.7 billion, which was largely driven by an increase in cancer insurance sales with very significant contributions from Japan Post Company and Japan Post Insurance, as well as other alliances, Dai-ichi Life and Daido Life. Moving into 2024, the Compensation Committee decided to increase a range in sales for the year by focusing on promoting sales of cancer insurance, the newest medical insurance product sold in 2023, and the new asset-building product that was expected to be launched in June 2024 in addition to the recovery of Japan Post group. Additionally, net earned premium was expected to decline largely due to limited pay third sector policies becoming paid-up and the impacts of reinsurance. The Compensation Committee set a range of approximately ¥58.0 billion to ¥68.0 billion for sales including Japan Post and set a range of -6.26% to -4.87% for net earned premium. |

  49. MIP Target-Setting

    | 46 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  50. MIP Target-Setting

    | Metric | Performance Measures | Factors Considered in Setting Goal Levels | | Global Investment Metrics | •Net Investment Income •Credit Losses/ Impairments | For 2024, Aflac Japan net investment income including hedge costs was expected to be lower than the prior year, primarily driven by the lower assets from the reinsurance transaction with Aflac Re in 2023. Expected lower yields were largely offset by lower hedge costs. The Company expected net investment income for Aflac U.S. to decrease in 2024, reflecting lower yields. Our planning assumed a positive 10% return for variable net investment income for both Aflac Japan and Aflac U.S. 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 2024 were expressed as a range around budget based on a bottom-up review of asset allocation and cash flows. As in 2023, we continued to slope the ranges for Net Investment Income to require above budget targeted performance for maximum payout, while not encouraging excessive risk-taking. | | MIP Modifier | •Responsible Investing •Climate: Net Zero •Diversity of Leadership (Japan) •Diversity of Leadership (U.S.) | We maintained four objectives for the MIP Modifier in 2024 that balanced purpose and profit. 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 investments with environmental and social impact. 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 2024 by setting a minimum target of sourcing 17.25% of electricity from sustainable sources. In addition, the Company continued to develop its leadership in both Japan and the U.S., which included better reflecting, connecting with, and meeting the needs of those communities. For Japan, this translated into women filling at least 28% of Manager or General Manager positions with staff within Aflac Life Insurance Japan (ALIJ), which is part of ALIJ’s path to reach 30% or more by the end of 2025. Originally, the Company aimed to increase overall diversity (i.e., female or person of color) of senior management 5% in the U.S. by 2026, which was achieved in 2023. Having achieved this level ahead of 2026 and given the dynamic nature of its workforce, the Company aimed to maintain at least 48% diverse senior management in 2024. |

  51. Equity Granting Policies

    Equity Granting Policies The following is a discussion of the Company’s equity award grant practices in relation to the disclosure of material nonpublic information, as required by Item 402(x) of Regulation S-K. Equity awards are discretionary and are generally granted at the discretion of the Compensation Committee. The Company does not currently (and during 2024 did not) grant stock options to its employees. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards in 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Eligible employees, including our NEOs, also have the opportunity to participate in the AFL Stock Plan through monthly payroll deductions. 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. 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 2024, the Compensation Committee established the following metrics for the PBRS grant to all NEOs excluding Mr. Miller: •Adjusted Return on Shareholders’ Equity •Risk-Based Capital •Solvency Margin Ratio/Economic Solvency Ratio The Compensation Committee established the following metrics for the PBRS grant to Mr. Miller: •Adjusted Return on Shareholders’ Equity •Risk-Based Capital •End-Point Expense Ratio In addition, relative Total Shareholder Return (RTSR) to Peer Group acts as a modifier for all NEOs.

  52. Equity Granting Policies

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 47 |

  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 2024 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 targets for the NEOs remained unchanged from 2023. 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% | | Bradley E. Dyslin | 200% | | Virgil R. Miller | 125% | | Audrey Boone Tillman | 120% |

  56. Target MIP

    | 48 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  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 | Bradley E. Dyslin | Virgil R. Miller | Audrey Boone Tillman | | Corporate Objective | | | | | | | | Adjusted earnings per diluted share on a consolidated basis for the Company (excluding foreign currency effect) This is calculated as: Adjusted earnings, excluding the impact of foreign currency* ÷ Weighted-average diluted shares outstanding | 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% | 22.50% | 20.00% | 37.50% | | Subtotal | | 45.60% | 40.00% | 22.50% | 20.00% | 37.50% | | U.S. Segment | | | | | | | | New Annualized Premium (% change over 2023) | Metrics that focus on increasing insurance product sales in the U.S., while also driving market share growth in the insurance product lines we provide our customers as well as maintaining expense management discipline. | 9.00% | 10.29% | 2.50% | 20.00% | 15.625% | | Net Earned Premium (% change over 2023) | | 9.00% | 10.29% | 2.50% | 20.00% | 15.625% | | Total Adjusted Expense Ratio | | —% | —% | —% | 20.00% | —% | | Pretax Adjusted Earnings | | —% | —% | —% | 20.00% | —% | | Subtotal | | 18.00% | 20.57% | 5.00% | 80.00% | 31.25% | | 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. | 13.60% | 14.28% | 3.75% | —% | 15.63% | | Net Earned Premium (% change over 2023) | | 13.60% | 14.28% | 3.75% | —% | 15.63% | | Subtotal | | 27.20% | 28.56% | 7.50% | —% | 31.25% | | 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. | 9.20% | 10.86% | 45.00% | —% | —% | | Credit Losses/Impairments | | —% | —% | 20.00% | —% | —% | | Subtotal | | 9.20% | 10.86% | 65.00% | —% | —% | | Total | | 100% | 100% | 100% | 100% | 100% | | MIP modifier allows for a –5%, flat, or +5% adjustment to total MIP compensation based on achieving specific sustainability objectives for 2024. | | | | | | |

  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

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 49 |

  61. 2024 MIP Targets and Actual Performance

    2024 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 social impact investments | Allocated 19.8% ($374 million) of available investable cash in 2024 to sustainable and social impact investments | | Climate: Net Zero — Aflac U.S. sources at least 17.25% of renewable electricity used for owned and controlled facilities without purchases of renewable energy certificates (RECs) from a spot market. Aflac Japan maintains 100% renewable electricity at Aflac Square. This goal only includes properties that are utilized for the purposes of the Company’s insurance operations. | Achieved 2024 target: Sourced 19.27% from renewable resources. •Aflac Japan has already achieved 100% renewable electricity at Aflac Square | | Diversity of Leadership (Japan) — Achieve “Women in Leadership” of at least 28% as part of Aflac Life Insurance Japan Ltd.’s path to reach 30% or more by 2025 | 28.8% of Aflac Life Insurance Japan Ltd.’s manager / general manager positions held by women | | Diversity of Leadership (U.S.) — Having reached the initial objective of 48% diversity already at end of 2023, maintain overall U.S. diversity of senior management population at least 48% in 2024 | 49.4% of overall U.S. senior management population is diverse. |

  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 all four sustainability objectives in 2024, the MIP pool was adjusted positively by 5%.

  65. MIP Modifier Metrics

    | 50 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  66. MIP Modifier Metrics

    Actual performance relative to 2024 MIP targets was determined after the end of the year and presented to the Compensation Committee for discussion and approval at its February 2025 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 2024 MIP awards.

  67. MIP Modifier Metrics

    | | Minimum Goal | Target Goal | Maximum Goal | 2024 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: | | | | | | New Annualized Premium Percentage change over 2023 | | | | 0.00% | | Net Earned Premium Percentage change over 2023 | | | | 80.26% | | Total Adjusted Expense Ratio | | | | 157.00% | | Pretax Adjusted Earnings(2) Percentage change over 2023 | | | | 130.13% | | Japan Segment Metrics: | | | | | | New Annualized Premium (in billions of yen) | | | | 121.76% | | Net Earned Premium(3) Percentage change over 2023 | | | | 150.74% | | Global Investments Metrics: | | | | | | Net Investment Income(2) Excluding Currency Effect (in Millions of $) | | | | 200.00% | | Credit Losses/Impairments (in Millions of $)(4) | | | | 88.80% | | MIP Modifier: | | | | | | MIP Modifier | | | | +5% |

  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)Includes Japan, the U.S., consolidated Aflac Re, and asset management equity income for Global Investment (Aflac, GI Holding, LLC) equity investments, and excludes Aflac Incorporated portfolio income, hedge costs, and impact from unplanned dollar-yen switch trades in Aflac Re. Variable Net Investment Income (Private Equity and Real Estate Equity) is included within a range of -10% to 10% of target variable Net Investment Income. Japan and U.S. metrics adjusted for elements applicable for each segment. (3)Excludes impacts of the amortization of deferred profit liability. (4)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, trades in Aflac Re for currency matching (ie dollar-yen switch trade) or for generating liquidity for cash settlements, 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. Excludes the change in general credit loss reserves (i.e. CECL). Includes gains on previously impaired securities. Japanese yen losses translated at planned currency effect rate. Includes gains from sale of foreclosed real estate up to the amount of previous impairments related to the asset. JGB trades to capture the net gain/loss of the trade.

  69. MIP Modifier Metrics

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 51 |

  70. 2024 MIP PAYOUTS

    2024 MIP PAYOUTS The table below reflects target and earned percentages of salary for each NEO for the MIP based on 2024 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 2024, and these awards were paid in February 2025.

  71. 2024 MIP PAYOUTS

    | | As a % of base salary | | | NEO | Target | Earned | | Daniel P. Amos | 250% | 404% | | Max K. Brodén | 175% | 274% | | Bradley E. Dyslin | 200% | 346% | | Virgil R. Miller | 125% | 149% | | Audrey Boone Tillman | 120% | 164% |

  72. 2024 MIP PAYOUTS

    For additional information about the MIP, please refer to the 2024 Grants of Plan-Based Awards table below, which shows the threshold, target, and maximum award amounts payable under the MIP for 2024, and the 2024 Summary Compensation Table, which shows the actual amount of non-equity incentive plan compensation paid to the NEOs for 2024.

  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 2024, 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 2024 PBRS awards will be based on the Company’s performance from 2024 through 2026 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 2024 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 2024. This resulted in the CEO’s target LTI being 733% of his base salary. 2024 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 | 300% | | Bradley E. Dyslin | 200% | | Virgil R. Miller | 225% | | Audrey Boone Tillman | 300% |

  77. LTI PERFORMANCE METRICS

    LTI PERFORMANCE METRICS The PBRS will vest based on the Company’s achievement on a combination of these measures—AROE, RBC, SMR/ESR —for the cumulative three-year performance period beginning January 1, 2024 and ending December 31, 2026 and End-Point Expense Ratio (expenses/revenues) as of December 31, 2026. 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 a combination of these metrics, that amount will be modified (up to +/-20%) based on our RTSR.

  78. LTI PERFORMANCE METRICS

    | 52 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  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 for all NEOs excluding Mr. Miller | Weighting for Mr. Miller | | 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% | 25% | | 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% | 25% | | Solvency Margin Ratio (SMR)/Economic Solvency Ratio (ESR) | •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% | N/A | | End-Point Expense Ratio (revenues/expenses) | •Maintains expense management discipline | N/A | 50% | | 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. 2024 LTI PERFORMANCE TARGETS

    2024 LTI PERFORMANCE TARGETS The following illustrates the terms of the 2024 PBRS grant for all NEOs except Mr. Miller.

  83. 2024 LTI PERFORMANCE TARGETS

    | | Threshold Performance Level | Target Performance Level | Maximum Performance Level | | 2024- 2026 | | 3-yr. avg. currency-neutral AROE goal | 11.0% | 13.0% | 16.0% | | | | 3-yr. avg. RBC(1) goal | 350% | 400% | 500% | | | | 3-yr. avg. SMR(2)/ ESR goal(3) | 500% | 600% | 700% | | | | | 175% | 200% | 225% | | | | Payout (% of Target) | 50% | 100% | 200% | | | | | × | | | | | | 3-yr. RTSR percentile rank vs. peer group | 25th percentile or lower | Between 25th and 75th percentile | 75th percentile or greater | | | | RTSR Modifier to Earned Amounts | 0.80x | 1.00x | 1.20x | | | | | Payout | | | u | 2027 |

  84. 2024 LTI PERFORMANCE TARGETS

    (1)RBC measured on a consolidated basis. (2)Excludes impact of unrealized gains on available for sale securities. (3)SMR is attributable to years 2024 and 2025 while ESR is attributable to year 2026. •For financial performance (AROE, SMR/ESR, 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 number of PBRS granted.

  85. 2024 LTI PERFORMANCE TARGETS

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 53 |

  86. 2024 LTI PERFORMANCE TARGETS

    The following illustrates the terms of the 2024 PBRS grant for Mr. Miller.

  87. 2024 LTI PERFORMANCE TARGETS

    | | Threshold Performance Level | Target Performance Level | Maximum Performance Level | | 2024- 2026 | | 3-yr. avg. currency-neutral AROE goal | 11.0% | 13.0% | 16.0% | | | | 3-yr. avg. RBC(1) goal | 350% | 400% | 500% | | | | End-Point Expense Ratio(2) | 38.5% | 36.5% | 34.5% | | | | Payout (% of Target) | 50% | 100% | 200% | | | | | × | | | | | | 3-yr. RTSR percentile rank vs. peer group | 25th percentile or lower | Between 25th and 75th percentile | 75th percentile or greater | | | | RTSR Modifier to Earned Amounts | 0.80x | 1.00x | 1.20x | | | | | Payout | | | u | 2027 |

  88. 2024 LTI PERFORMANCE TARGETS

    (1)RBC measured on a consolidated basis. (2)End-Point Expense Ratio as reported publicly for year 3 (2026). •For financial performance (AROE, RBC, and End-Point Expense Ratio), 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 number of PBRS granted. The goals for these metrics are generally consistent with the Company’s public disclosure previously provided during the fourth quarter 2023 earnings release call.

  89. 2024 LTI PERFORMANCE TARGETS

    | 54 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  90. Employment Agreements

    Employment Agreements The Company has employment agreements with the NEOs (other than Mr. Dyslin and Mr. Miller) 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.”

  91. Employment Agreements

    | 58 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  92. 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.

  93. 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 and Mr. Miller are the only NEOs covered by the ESP.

  94. 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) U.S. and Japan business segment objectives (new annualized premium and net earned premium for NEOs; other U.S. Officers also have adjusted expense ratio and pre-tax adjusted earnings), (3) Global Investments metrics (net investment income; credit loss/impairments), and (4) sustainability-related goals •PBRS program generally focuses on Currency-neutral Adjusted Return on Shareholders’ Equity (AROE) EX-FX, RBC, and SMR/ESR. 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 |

  95. 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 |

  96. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table provides information concerning total compensation earned or paid for 2024 and, to the extent required by the SEC disclosure rules, 2023 and 2022 to our CEO, CFO, and the three other most highly compensated executive officers who were serving as executive officers at the end of 2024. These five officers are referred to as our NEOs in this Proxy Statement.

  97. 2024 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, CEO and President | 2024 | 1,441,100 | — | 10,399,871 | — | 5,821,241 | — | 1,606,042 | 19,268,254 | 19,268,254 | | | 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 | | Max K. Brodén Executive Vice President, CFO | 2024 | 850,000 | — | 2,510,924 | — | 2,325,606 | — | 526,983 | 6,213,513 | 6,213,513 | | | 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 | | Bradley E. Dyslin Executive Vice President, Global Chief Investment Officer; President, Aflac Global Investments | 2024 | 700,000 | — | 1,378,529 | — | 2,425,284 | — | 503,704 | 5,007,517 | 5,007,517 | | | 2023 | 625,000 | — | 1,125,293 | — | 2,100,111 | 49,952 | 426,855 | 4,327,211 | 4,277,259 | | Virgil R. Miller President, Aflac U.S. | 2024 | 700,000 | — | 1,550,855 | — | 1,042,582 | — | 319,667 | 3,613,104 | 3,613,104 | | Audrey Boone Tillman Executive Vice President, General Counsel | 2024 | 750,000 | — | 2,215,530 | — | 1,229,625 | — | 355,096 | 4,550,251 | 4,550,251 | | | 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 |

  98. 2024 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 2024 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 2024. (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, 2024. 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, $20,799,742; Max K. Brodén, $5,021,848; Bradley E. Dyslin, $2,757,058; Virgil R. Miller, $3,101,710; Audrey Boone Tillman, $4,431,060. See page 63 for a more details of our outstanding equity grants compared to fair market value as of December 31, 2024. (3)No amount in this column is attributable to above-market earnings on deferred compensation. Mr. Brodén is not eligible to participate in the Company’s defined benefit plans because the plans were frozen to new participants before he joined the Company. See the “Pension Benefits” section and the accompanying table beginning on page 66 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.

  99. 2024 Summary Compensation Table

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 61 |

  100. 2024 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 | 489,091 | 27,600 | 1,089,351 | 1,606,042 | | Max K. Brodén | 23,042 | 27,600 | 476,341 | 526,983 | | Bradley E. Dyslin | 7,311 | 27,600 | 468,793 | 503,704 | | Virgil R. Miller | 30,680 | 27,600 | 261,387 | 319,667 | | Audrey Boone Tillman | 30,552 | 27,600 | 296,944 | 355,096 |

  101. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table provides information with respect to the 2024 grants of plan-based awards to the NEOs.

  102. 2024 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 | 2/15/2024 | — | — | — | 65,872 | 131,744 | 263,488 | — | 10,399,871 | | | N/A | 1,801,375 | 3,602,750 | 7,205,500 | — | — | — | — | — | | Max K. Brodén | 2/15/2024 | — | — | — | 15,904 | 31,808 | 63,616 | — | 2,510,924 | | | N/A | 743,750 | 1,487,500 | 2,975,000 | — | — | — | — | — | | Bradley E. Dyslin | 2/15/2024 | — | — | — | 8,732 | 17,463 | 34,926 | — | 1,378,529 | | | N/A | 700,000 | 1,400,000 | 2,800,000 | — | — | — | — | — | | Virgil R. Miller | 2/15/2024 | — | — | — | 9,823 | 19,646 | 39,292 | — | 1,550,855 | | | N/A | 437,500 | 875,000 | 1,750,000 | — | — | — | — | — | | Audrey Boone Tillman | 2/15/2024 | — | — | — | 14,033 | 28,066 | 56,132 | — | 2,215,530 | | | N/A | 450,000 | 900,000 | 1,800,000 | — | — | — | — | — |

  103. 2024 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 February 29, 2024. For additional information, please see “Elements of Our Executive Compensation Program—Management Incentive Plan” beginning on page 47. 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 15, 2024 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. For all NEOs except Mr. Miller, 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/ESR ratios. For Mr. Miller, 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 ratio and End-Point Expense Ratio. For the cumulative three-year average performance period from 2024 to 2026 for all NEOs, 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.

  104. 2024 Grants of Plan-Based Awards

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 63 |

  105. 2024 Outstanding Equity Awards at Fiscal Year-End

    2024 Outstanding Equity Awards at Fiscal Year-End The following table provides certain information with respect to the equity awards outstanding at the 2024 fiscal year-end for the NEOs.

  106. 2024 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 | | | | | | 2/10/22 | 294,981(3) | 30,512,835 | | | | | | | | | | 2/9/23 | | | 299,713(6) | 31,002,313 | | | | | | | | 2/15/24 | | | 269,013(7) | 27,826,705 | | Max K. Brodén | 6/26/17 | 4,668 | | 38.755 | 6/26/27 | | | | | | | | | | | | | 2/10/22 | 53,582(3) | 5,542,522 | | | | | | | | | | 2/9/23 | | | 56,281(6) | 5,821,707 | | | | | | | | 2/9/23 | 7,504(1) | 776,214 | | | | | | | | | | 2/15/24 | | | 64,950(7) | 6,718,428 | | Bradley E. Dyslin | | | | | | 2/10/22 | 13,729(4) | 1,420,128 | | | | | | | | | | 2/9/23 | | | 32,838(6) | 3,396,763 | | | | | | | | 2/15/24 | | | 35,658(7) | 3,688,464 | | Virgil R. Miller | | | | | | 2/10/22 | 12,742(5) | 1,318,032 | | | | | | | | | | 2/9/23 | | | 34,144(6) | 3,531,855 | | | | | | | | 2/15/24 | | | 40,116(7) | 4,149,599 | | Audrey Boone Tillman | 2/09/16 | 19,314 | | 28.965 | 2/09/26 | | | | | | | | | | | | | 2/10/22 | 62,938(3) | 6,510,307 | | | | | | | | | | 2/9/23 | | | 57,751(6) | 5,973,763 | | | | | | | | 2/15/24 | | | 57,310(7) | 5,928,146 |

  107. 2024 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 $103.44 on December 31, 2024. (3)Represents PBRS granted in connection with the 2022-2024 performance cycle and vested on February 10, 2025, 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 11, 2025. (4)Represents PBRS granted in connection with the 2022-2024 performance cycle and vested on February 10,2025, plus accrued dividends. These awards vested at 139.89% of target, plus accrued dividends, based on the actual performance certified by the Compensation Committee on February 11, 2025. (5)Represents PBRS granted in connection with the 2022-2024 performance cycle and vested on February 10,2025, plus accrued dividends. These awards vested at 141.63% of target, plus accrued dividends, based on the actual performance certified by the Compensation Committee on February 11, 2025. (6)Represents PBRS granted in connection with the 2023-2025 performance cycle. Since our performance as of the end of 2024 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. (7)Represents PBRS granted in connection with the 2024-2026 performance cycle. Since our performance as of the end 2024 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 2027.

  108. 2024 Outstanding Equity Awards at Fiscal Year-End

    | 64 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  109. 2024 Outstanding Equity Awards at Fiscal Year-End

    | Stock Award Grant Date | NEOs | Stock Award Vesting Schedule | | 02/10/22 | Messrs. Amos and Brodén and Mrs. Tillman | 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%). | | 02/10/22 | Mr. Dyslin | 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 150% if the maximum is attained. | | 02/10/22, 02/09/23, and 02/15/24 | Mr. Miller | 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, RBC, and End-Point Expense Ratio 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%). | | 02/09/23 | Messrs. Amos, Brodén, and Dyslin and Mrs. Tillman | 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%). | | 02/15/24 | Messrs. Amos, Brodén, and Dyslin and Mrs. Tillman | 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/ESR, 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%). | | 02/09/23 | Mr. Brodén | For the RSU grant, cliff vesting on the third anniversary of the grant date. |

  110. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The following table provides information with respect to options exercised and stock awards vested during 2024 for each of the NEOs.

  111. 2024 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 | | | 401,671 | 31,422,722 | | Max K. Brodén | | | 76,741 | 6,128,607 | | Bradley E. Dyslin | | | 13,957 | 1,161,036 | | Virgil R. Miller | | | 10,690 | 856,838 | | Audrey Boone Tillman | 41,024 | 2,542,299 | 80,314 | 6,282,964 |

  112. 2024 Option Exercises and Stock Vested

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 65 |

  113. Nonqualified Deferred Compensation

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

  114. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  115. 2024 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) | — | 1,530,451 | 2,346,098 | — | 19,296,855 | | Max K. Brodén(2) | 1,675,702 | 476,341 | 664,276 | — | 5,967,228 | | Bradley E. Dyslin(2) | — | 468,793 | 967,146 | (322,136) | 5,866,446 | | Virgil R. Miller(2) | 118,763 | 261,387 | 67,162 | — | 1,602,059 | | Audrey Boone Tillman(2) | 45,000 | 296,944 | 561,866 | — | 3,433,690 |

  116. 2024 Nonqualified Deferred Compensation

    (1)The $1,530,451 for Mr. Amos includes $441,100 in 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. The remaining $1,089,351 represents vested Company-funded contributions in the amount of 15% of his annual compensation (base salary plus MIP). This amount is shown in the Summary Compensation Table for the current year in the All Other Compensation column. (2)The $476,341 and $468,793 deferred compensation for Messrs. Brodén and Dyslin, represents unvested Company-funded contributions in the amount of 15% of their annual compensation (base salary plus MIP). The $261,387 and $296,944 for Mr Miller and Mrs. Tillman represents vested 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. 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. (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 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.

  117. 2024 Nonqualified Deferred Compensation

    | 66 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  118. Pension Benefits

    Pension Benefits The Company maintained a tax-qualified, noncontributory defined benefit pension plan that covered the NEOs other than Mr. Brodén, and continues to maintain nonqualified supplemental retirement plans covering the NEOs other than Messrs. Brodén, Dyslin and Miller. All of these plans were frozen before Mr. Brodén 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 and terminated effective January 1, 2024. In January 2025, the Company purchased a nonparticipating single premium group annuity contract for participants who did not participate in the lump sum opportunities from an external insurer to settle its obligations under the U.S. defined pension plan and paid to the insurer the related annuity premium. Effective April 1, 2025, the external insurer will begin making annuity payments to plan participants. 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 Messrs. Dyslin and Miller, 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.

  119. 2024 Pension Benefits

    2024 Pension Benefits The following table provides certain information regarding the Company’s pension benefits at December 31, 2024 and for the year then ended.

  120. 2024 Pension Benefits

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | Change from Prior Year ($) | Payments During Last Fiscal Year(2) ($) | | Daniel P. Amos | Retirement Plan for Senior Officers | 51 | 47,490,193 | (383,518) | — | | | Aflac Incorporated Defined Benefit Pension Plan | 51 | — | (2,106,695) | 2,375,105 | | Bradley E. Dyslin | Aflac Incorporated Defined Benefit Pension Plan | 13 | — | (287,170) | 282,636 | | Virgil R. Miller | Aflac Incorporated Defined Benefit Pension Plan | 21 | — | — | 436,994 | | Audrey Boone Tillman | Supplemental Executive Retirement Plan | 29 | 10,290,593 | (324,252) | — | | | Aflac Incorporated Defined Benefit Pension Plan | 29 | — | (1,084,460) | 1,013,531 |

  121. 2024 Pension Benefits

    (1) 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, 2024, 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. (2) As a result of the Pension Plan termination, Messrs. Amos, Dyslin, Miller and Tillman elected a lump sum from the Company's Pension Plan, which was paid in November 2024. The lump sum amount is based on the 2024 IRS mortality table for calculating lump sums under Internal Revenue Code section 417(e) and the applicable interest rate for the month of November 2023, as follows: 5.50% for monthly payments that would be made during the first five years, 5.76% for monthly payments that would be made during the following 15 years and 5.83% for monthly payments that would be made more than 20 years in the future.

  122. 2024 Pension Benefits

    | 68 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  123. 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 and Mr. Miller, who are the only NEO participants 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 2024 Potential Payments Upon Termination or Change in Control table. For Mr. Brodén and Mrs. Tillman, 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, 2024 is as follows: Mr. Brodén, 28 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 Mr. Brodén and Mrs. Tillman, “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. Under the employment agreements of Mr. Brodén and Mrs. Tillman, “Good reason” 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,” Mr. Brodén and Mrs. Tillman are 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 Mr. Brodén and Mrs. Tillman 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 Mr. Brodén or Mrs. Tillman 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 Mr. Brodén and Mrs. Tillman’s outstanding equity awards 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. 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 be entitled to receive a lump-sum amount equal to the actuarial equivalent of the annual retirement benefit to which she would have been entitled. Mrs. Tillman has met the SERP delayed early retirement benefit level of 50%. 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.”

  124. Potential Payments Upon Termination or Change in Control

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 69 |

  125. Potential Payments Upon Termination or Change in Control

    Messrs. Dyslin and Miller are participants of the Company’s Executive Officer Severance Plan. Under this ESP, Messrs. Dyslin and Miller will incur an eligible termination, and therefore will be eligible to receive benefits under the ESP, if they incur a separation from service, because (i) their employment is involuntarily terminated by the Company for any reason other than “Cause” or disability; or (ii) they terminate their employment due to “Good Reason.” Upon Messrs. Dyslin and Miller’s eligible termination that occurs outside of the 24-month period immediately following a Change in Control, they will receive an amount equal to 150% of the total of (i) their base salary, and (ii) the dollar amount of their annual MIP bonus for the year in which their termination date occurs with performance deemed at target, plus a cash payment equal to the product of (i)the dollar amount of their annual performance bonus for the year in which their termination date occurs based on their performance at target and on the actual performance of the Company for the year in which their 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 their termination date, and the denominator of which is 365. They will also be eligible to receive a cash amount equal to the COBRA continuation coverage premiums that would be payable by them for the first 18 months of the COBRA continuation period, determined as if (i) they were to elect COBRA continuation coverage for themselves and their spouse and dependents, to the extent such individuals were covered under the Aflac group medical, dental and/or vision coverage as of their termination date, and (ii) the cost of such COBRA coverage is measured as of their 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, they will receive an amount equal to 300% of the total of (i) their Base Salary as of their termination date, and (ii) the dollar amount of MIP Bonus for the year in which their termination date occurs with performance deemed to be at target, plus an amount equal to the product of (i) the dollar amount of their annual performance bonus for the year in which their termination date occurs with their 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 their termination date, and the denominator of which is 365. All of their shares of unvested time-based equity awards will vest upon their termination date. All of their shares of unvested performance-based equity awards will vest as of their termination date with such number determined based on the assumptions that their and the Company’s performance under such awards are achieved at target on their termination date. All of their unvested time-based restricted stock units issued under the LTIP will vest upon their termination date. All of their unvested performance-based stock units will vest as of their termination date with such number determined based on the assumptions that their and the Company’s performance under such awards are achieved at target on their termination date. They will also be eligible to receive a cash amount equal to the COBRA continuation coverage premiums that would be payable by them for the first 36 months of the COBRA continuation period, determined as if (i) they were to elect COBRA continuation coverage for themselves and their spouse and dependents, to the extent such individuals were covered under the Aflac group medical, dental and/or vision coverage as of their termination date, (ii) COBRA could extend for 36 months, and (iii) the cost of such COBRA coverage is measured as of their 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 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.

  126. Potential Payments Upon Termination or Change in Control

    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, 2024, 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.

  127. Potential Payments Upon Termination or Change in Control

    | 70 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  128. 2024 Potential Payments Upon Termination or Change in Control

    2024 Potential Payments Upon Termination or Change in Control

  129. 2024 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”(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) | — | — | — | — | 15,153,896 | 5,821,241 | — | | | Severance | — | — | — | — | — | — | — | | | Retirement(9) | 48,579,544 | 47,490,193 | 48,579,544 | — | 26,127,107 | 48,620,944 | 48,579,544 | | | Health & Welfare Benefits(10) | 1,483,631 | 1,483,631 | 1,483,631 | — | 239,618 | 1,516,801 | 1,483,631 | | | Equity Awards(11) | 61,515,354 | — | 33,688,614 | 33,688,614 | 61,515,354 | 61,515,354 | 61,515,354 | | | Totals | 111,578,529 | 48,973,824 | 83,751,790 | 33,688,614 | 107,359,275 | 119,635,990 | 111,578,529 | | Max K. Brodén | Salary | 1,983,333 | — | — | — | 2,255,000 | 1,275,000 | — | | | Non-equity Incentive Award(8) | 5,426,414 | — | — | — | 4,507,510 | 2,325,606 | — | | | Severance | — | — | — | — | — | — | 9,526,818 | | | Retirement(9) | 64,400 | — | — | — | 2,427,133 | 3,183,044 | 2,427,133 | | | Health & Welfare Benefits(10) | 19,943 | — | — | — | — | 12,821 | 25,642 | | | Equity Awards(11) | 18,858,983 | — | — | — | 18,858,983 | 18,858,983 | 18,858,983 | | | Totals | 26,353,074 | — | — | — | 28,048,626 | 25,655,454 | 30,838,576 | | Bradley E. Dyslin | Salary | — | — | — | — | — | — | — | | | Non-equity Incentive Award | — | — | — | — | — | — | — | | | Severance | 2,800,000 | — | — | — | — | — | 4,900,000 | | | Retirement | — | — | — | — | 929,522 | 929,522 | 929,522 | | | Health & Welfare Benefits(10) | 32,899 | — | — | — | — | — | 65,799 | | | Equity Awards(11) | 2,713,524 | — | — | — | 4,557,776 | 4,557,776 | 4,557,776 | | | Totals | 5,546,423 | — | — | — | 5,487,298 | 5,487,298 | 10,453,096 | | Virgil R. Miller | Salary | — | — | — | — | — | — | — | | | Non-equity Incentive Award | — | — | — | — | — | — | — | | | Severance | 2,800,000 | — | — | — | — | — | 4,900,000 | | | Retirement | 1,403,618 | — | 1,403,618 | — | 1,403,618 | 1,403,618 | 1,403,618 | | | Health & Welfare Benefits(10) | 39,754 | — | — | — | — | — | 79,508 | | | Equity Awards(11) | 2,696,478 | — | — | — | 4,771,275 | 4,771,275 | 4,771,275 | | | Totals | 6,939,850 | — | 1,403,618 | — | 6,174,893 | 6,174,893 | 11,154,401 | | Audrey Boone Tillman | Salary | 1,833,333 | — | — | — | 2,230,000 | 1,125,000 | — | | | Non-equity Incentive Award(8) | 3,001,633 | — | — | — | 3,400,853 | 1,229,625 | — | | | Severance | — | — | — | — | — | — | 6,013,572 | | | Retirement(9) | 10,655,004 | — | 10,587,537 | — | 5,016,824 | 11,074,353 | 10,587,537 | | | Health & Welfare Benefits(10) | 65,866 | — | — | — | — | 40,418 | 377,779 | | | Equity Awards(11) | 18,412,033 | — | 12,483,981 | 12,483,981 | 18,412,033 | 18,412,033 | 18,412,033 | | | Totals | 33,967,868 | — | 23,071,518 | 12,483,981 | 29,059,710 | 31,881,428 | 35,390,921 |

  130. 2024 Potential Payments Upon Termination or Change in Control

    (1)Mr. Brodén 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, Messrs. Dyslin and Miller would be entitled to an amount equal to 150% of the total of (i) their Base Salary, and (ii) the dollar amount of their annual MIP Bonus for the year in which their Termination Date occurs with performance deemed to be at target. Messrs. Dyslin and Miller would also be entitled to a cash amount equal to the COBRA continuation coverage premiums that would be payable by them 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, Mr. Brodén’s nonvested equity awards will be forfeited. Messrs. Amos, Dyslin and Miller and Mrs. Tillman 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 of his or her employment terminates (subject to satisfaction of performance goals). (4)Any executive who competes with the Company after termination will forfeit the right to any further salary and non-equity incentive award payments, any benefits under the RPSO and the SERP, and all right to executive employer contributions under the EDCP. In addition, Mr. Brodén’s nonvested equity awards will be forfeited upon

  131. 2024 Potential Payments Upon Termination or Change in Control

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 71 |

  132. 2024 Potential Payments Upon Termination or Change in Control

    competition. Benefits under the SERP and benefits under the EDCP attributable to executive employer contributions are subject to forfeiture if the executive discloses confidential Company information. Messrs. Amos, Dyslin and Miller and Mrs. Tillman are retirement-eligible under the terms of the Company’s equity agreements and each 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). Benefits disclosed under all other columns assume that the executive did not engage in competition or disclose confidential information following termination of employment. (5)When an executive dies (other than Mr. Dyslin and Mr. Miller), 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. All NEO’s participate in the Company-funded EDCP, which is 100% vested for Messrs. Amos, Miller, and Tillman (subject to forfeiture of executive employer contributions upon termination for “good cause,” termination with competition or disclosure of confidential information) and vests at death for Messrs. Brodén and Dyslin. 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 and Mr. Miller) 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. All NEO’s participate in the Company-funded EDCP, which is 100% vested for Messrs. Amos and Miller and Mrs. Tillman and vests at disability for Messrs. Brodén and Dyslin. (7)Upon termination after a change in control, Mr. Brodén 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 and Mr. Miller would be entitled to an amount equal to 300% of the total of (i) annual Base Salary as of the Termination Date, and (ii) the dollar amount of MIP Bonus for the year in which the Termination Date occurred with performance deemed to be at target. (8)The non-equity incentive award amounts on this line do not include the 2024 non-equity incentive awards that were paid to the NEOs in February 2025 and which were nonforfeitable as of December 31, 2024, 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, (ii) Company-funded contributions to the EDCP, 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 (i) reduced benefits payable under the RPSO due to termination with competition, (ii) reduced SERP benefits payable upon termination for “good cause,” termination with competition, or disclosure of confidential information, and (iii) reduced RPSO and SERP benefits payable due toor death. Regardless of the reason for termination of employment, SERP benefits and executive employer contributions under the EDCP are forfeitable upon the executive’s disclosure of confidential Company information or competition within the Company. (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 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 and Mr. Miller, the amounts represent the COBRA continuation coverage premiums that would be payable by them. (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.

  133. 2024 Potential Payments Upon Termination or Change in Control

    | 72 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  134. 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 2024, the last completed fiscal year: •The annual total compensation of the CEO, as reported in the 2024 Summary Compensation Table included on page 60, was $19,268,254; and •The annual total compensation of the median employee determined on this same basis was $70,367.

  135. 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 274 to 1. |

  136. 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 2024 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 2023. Therefore, the CEO pay ratio for the 2024 fiscal year is calculated using the same median employee identified with respect to the 2022 and 2023 fiscal years. 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 2024, the Company identified the elements of such employee’s compensation for the entirety of 2024 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 $70,367. 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.

  137. CEO Pay Ratio

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 73 |

  138. 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 the applicable proxy statement reporting pay for the fiscal years covered in the Pay Versus Performance table.

  139. 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)(8) | Value of Initial Fixed $100 Investment Based On: | | Net Income*(5) | Adjusted Return on Equity(5)(6)(7) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(4) | | | | 2024 | $19,268,254 | $36,602,092 | $4,846,096 | $8,451,419 | $220.92 | $171.87 | $5,443 | 17.7% | | 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% |

  140. Pay Versus Performance

    * in Millions (1)The Principal Executive Officer (“PEO”) in fiscal years 2024, 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, 2024. 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 2024 are Max K. Brodén, Bradley E. Dyslin, Virgil R. Miller, and Audrey Boone Tillman. NEOs included in the calculation for fiscal year 2023 are Max K. Brodén, Frederick J. Crawford, Bradley E. Dyslin and Audrey Boone Tillman. NEOs included in the calculation for fiscal year 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) for 2024 is defined as Adjusted return on equity excluding foreign currency impact [NEW]. See Appendix A to this Proxy Statement for definition of this non-GAAP financial measure and reconciliation to the most directly comparable GAAP measure. (7)Adjusted Return on Equity (AROE) for years 2020 through 2023 is defined as Adjusted return on equity excluding foreign currency impact. See Appendix A to this Proxy Statement for definition of this non-GAAP financial measure and reconciliation to the most directly comparable GAAP measure. (8)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:

  141. 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 | | 2024 | CEO | $19,268,254 | $0 | ($10,399,871) | $0 | $14,245,601 | $15,203,206 | ($1,715,098) | $36,602,092 | | | Other NEOs | $4,846,096 | $0 | ($1,913,960) | $0 | $2,621,715 | $3,076,124 | ($178,356) | $8,451,419 | | 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 |

  142. Pay Versus Performance

    | 74 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |

  143. Pay Versus Performance

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

  144. Pay Versus Performance

    | CAP VS. COMPANY AND PEER GROUP TSR |

  145. Pay Versus Performance

    | CAP VS. COMPANY NET INCOME |

  146. Pay Versus Performance

    | CAP VS. ADJUSTED RETURN ON EQUITY |

  147. 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 | | |

  148. Pay Versus Performance

    | EXECUTIVE COMPENSATION | 2025 PROXY STATEMENT | 75 |