DEF 14A of Unum Group, Apr 11, 2024

DEF 14A of Unum Group

Filed Apr 11, 2024 · FY20230000005513-24-000083

Open on EDGAR

  1. Corporate Governance and Executive Compensation Practices

    | Executive Compensation Practices | | | | | ✓ | A pay-for-performance philosophy | ✓ | Double-trigger provisions for severance and accelerated vesting of equity awards | | ✓ | Annual say-on-pay votes | | | | | | ✓ | Clawback policies that meet NYSE requirements and that allow recoupment of time- and performance-based incentives in the event of misconduct outside the context of a financial restatement | | ✓ | Programs that mitigate undue risk taking in compensation | | | | ✓ | Independent compensation consultant to the Human Capital Committee | | | | | | ✓ | A balance of short- and long-term incentives | | ✓ | No golden parachute excise tax gross-ups | ✓ | Robust stock ownership and retention requirements | | ✓ | Limited perquisites | ✓ | Relevant peer groups for benchmarking compensation | | ✓ | No NEO employment agreements | ✓ | In-depth performance assessments of executives |

  2. Long-Term Care Performance

    Long-Term Care Performance The same discipline that allows our core franchise to be successful also benefits our long-term care (LTC) business. LTC is part of our Closed Block that consists of policies that we continue to service and support, but no longer actively market. We manage this block with a combination of rate increases, risk management, tailored investment strategy and ongoing monitoring of emerging experience to inform updates to our reserve liability assumptions and appropriate capital levels. Following an examination of one of our Maine-domiciled insurers, in 2020 the Maine Bureau of Insurance required us to establish additional LTC statutory reserves, permitting this to be done over a period of seven years. We completed the recognition of these additional required reserves at the end of 2023, ahead of schedule, and view this action as further increasing margin over our best estimate assumptions. Our actions have provided a strong capital position behind the business, which has mitigated the need for future contributions under current assumptions. We continue to take actions, such as those described above, to provide for the long-term stability of this block and promote transparency for our shareholders and customers.

  3. 2023 Compensation Decisions

    2023 Compensation Decisions The CEO Compensation Summary below depicts how the Committee views its decisions concerning Mr. McKenney’s compensation for 2023, compared to his 2022 compensation. It differs from the information presented in the Summary Compensation Table (the "SCT") required by the Securities and Exchange Commission as follows: •The CEO Compensation Summary table treats long-term incentive (LTI) awards similar to how annual incentive awards are treated in the SCT (which are based on the performance year to which the award relates). Therefore, the value of the LTI award granted in March 2024 based on performance in 2023 is shown as 2023 compensation. In contrast, the SCT reflects the value of Mr. McKenney's restricted stock units (RSUs) in the year in which the RSUs are granted and performance-based cash incentive units (CIUs) in the year in which the CIUs vest; •The table below excludes the 2020 Success Incentive Plan grant, a portion of which vested in 2023, since this was a one-time award and not viewed as part of annual compensation; and •The SCT includes amounts reported in the "Change in Pension Value & Non-Qualified Deferred Compensation Earnings" and "All Other Compensation" columns. Although regularly monitored by the Committee, these amounts were not considered when it made annual performance-based compensation determinations for 2023 and are therefore not shown in the presentation below. The CEO Compensation Summary table is not intended as a substitute for the SCT, which is on page 89.

  4. 2023 Compensation Decisions

    | CEO COMPENSATION SUMMARY | | | | | Performance Year | | | Component | 2022 | 2023 | | Base Salary | $1,090,385 | $1,100,000 | | Annual Incentive Payout | 3,761,828 | 4,331,251 | | Approved LTI Grant (1) | 9,000,000 | 10,687,500 | | Annual Compensation | $13,852,213 | $16,118,751 | | (1) The approved LTI grant is divided evenly between RSUs (50%) and CIUs (50%). | | |

  5. ANNUAL INCENTIVE

    ANNUAL INCENTIVE Mr. McKenney's 2023 annual incentive payout of $4,331,251 was calculated by applying the company performance achievement factor of 140% and a strategic objectives modifier of 112.5% to his target award (see "Annual Incentive Results" in the CD&A section). The strategic objectives modifier percentage was determined by the Committee based on its evaluation of Mr. McKenney's performance as highlighted above and on page 75. Mr. McKenney's 2023 annual incentive award is an increase of $569,423 from his 2022 payout.

  6. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE After consideration of Mr. McKenney's strategic leadership and performance during 2023, as outlined above, the Committee applied a strategic objectives modifier of 112.5% to his 2023 LTI target, resulting in an LTI grant of $10,687,500. This award, which was granted in March 2024, is an increase of $1,687,500 over his award granted last year. Mr. McKenney's LTI awards were delivered through time-based restricted stock units (RSUs) and performance-based cash incentive units (CIUs). The value of the RSUs is based on the company’s stock price while the value of CIUs is based on growth in adjusted book value and dividends, further modified by relative total shareholder return (TSR). Our LTI program is designed to align the interests of management and long-term shareholders. This impact can be seen in the CIUs granted in 2021 ("2021 CIUs"). Shareholder return measures of adjusted book value and

  7. LONG-TERM INCENTIVE

    | 14 | 2024 UNUM GROUP PROXY STATEMENT |

  8. LONG-TERM INCENTIVE

    dividend yield were achieved at 160.8% over the three-year performance period, with relative TSR at the 100th percentile of the comparator group, resulting in a 20% increase for a final payout of 193% of target. Additional details, including regarding the performance impact on 2021 CIUs, can be found within the Annual and Long-Term Incentive Programs section beginning on page 66.

  9. CASH SUCCESS UNIT AND STOCK SUCCESS UNIT VESTING

    CASH SUCCESS UNIT AND STOCK SUCCESS UNIT VESTING In February 2024, the Committee reviewed and certified that the performance hurdles were met for the performance period January 2021-December 2023 for the 2020 Success Incentive Plan (SIP) grant. Therefore, the second one-third of cash success units (CSUs) and stock success units (SSUs) vested and were distributed. Mr. McKenney had a total of 61,502 SSUs and related cash dividends as well as $1,617,000 CSUs that vested. Details about the vesting of these awards can be found on page 73.

  10. Director Nominee and Selection

    Director Nominee and Selection The Governance Committee is responsible for identifying and evaluating director candidates and recommending to the Board a slate of nominees for election at each Annual Meeting. The Governance Committee periodically engages a third-party search firm to assist with recruitment efforts. During these times, the firm has been asked to identify candidates who meet the criteria of our search, provide requested background and other relevant information regarding candidates, and coordinate arrangements for interviews as necessary. Nominees may also be suggested by directors, management, or shareholders. Ms. Lefebvre, who was elected to the Board in July 2023, was recommended to the Governance Committee by a third party search firm.

  11. Director Nominee and Selection

    | 20 | 2024 UNUM GROUP PROXY STATEMENT |

  12. Director Nominee and Selection

    Shareholders may recommend director candidates for consideration by the Governance Committee by providing the same information that would be required to nominate a director candidate, as described on page 120 in the section titled "Shareholder proposals and nominations for our 2025 Annual Meeting". Submissions must be made in writing to the Corporate Secretary at Unum Group, 1 Fountain Square, Chattanooga, Tennessee 37402. The Governance Committee’s policy is to consider candidates recommended by shareholders in the same manner as other candidates. Our corporate governance guidelines specify the following criteria to be used in evaluating the candidacy of a prospective nominee: •Reputation for high ethical conduct, integrity, sound judgment, and accountability; •Current knowledge and experience in one or more key areas that will enable the Board as a whole to possess the core qualifications and attributes needed on the Board; •Commitment of sufficient time to the Board and its committees to fulfill the director's responsibility; •Collegial effectiveness; and •Diversity, whether in viewpoints, gender, race, ethnicity, age, professional experience or other demographics. The core qualifications and attributes sought in any particular candidate depend on the current and future needs of the Board based on an assessment of the composition of the Board and the mix of qualifications and attributes currently represented. In addition, the Governance Committee considers other specific qualifications that may be desired or required of nominees, including their independence and ability to satisfy specific requirements for committees. As part of the director selection and nomination process, the Governance Committee assesses the effectiveness of its Board membership criteria. In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s ability to commit the time and attention appropriate for effective Board service; past attendance at meetings; contributions to the Board and committees on which the director serves; the skills, experience and background that the director brings to the Board relative to the Board’s needs and existing composition; and the results of the most recent Board, committee and individual director evaluations.

  13. Annual Election of Directors

    Annual Election of Directors Directors are elected each year at the Annual Meeting for a one-year term expiring at the next Annual Meeting. Directors hold office until their successors are elected, or until their earlier death, resignation, disqualification, or removal from office. Other than requiring retirement from the Board at the next Annual Meeting after a director reaches age 75, there are no term limits. However, the Governance Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.

  14. Majority Voting Standard

    | Director since 2013 Age: 65 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Audit Regulatory Compliance (Chair) | Theodore H. Bunting, Jr. Mr. Bunting retired as the Group President, Utility Operations of Entergy Corporation, an integrated energy company, where he previously served as Senior Vice President and Chief Accounting Officer. He has extensive financial, accounting and operational experience as a senior executive with a public company in a regulated industry. Mr. Bunting has experience as a director at other publicly traded companies, is a certified public accountant, and also qualifies as an audit committee financial expert under SEC regulations. CAREER EXPERIENCE Entergy Corporation Group President, Utility Operations (2012–2017) Sr. Vice President and Chief Accounting Officer (2007–2012) Numerous other executive roles (joined Entergy in 1983) PUBLIC COMPANY BOARD EXPERIENCE The Hanover Insurance Group, Inc., since 2020 NiSource Inc., since 2018 Prior board service: Infrastructure and Energy Alternatives, Inc. (2021-2022) QUALIFICATIONS •Accounting/Auditing •Business Operations •Capital Management •Other Recent Public Company Board Experience •Regulatory/Risk Management |

  15. Majority Voting Standard

    | Director since 2019 Age: 64 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Audit Risk and Finance | Susan L. Cross Ms. Cross is the former Executive Vice President and Global Chief Actuary of XL Group Ltd (now AXA XL), a global insurance and reinsurance company. She previously held various chief actuarial positions for the operational segments of XL Group Ltd. Ms. Cross brings more than three decades of financial, actuarial, insurance and risk experience as a senior executive with an international company in a regulated industry. She is a director of another publicly traded company, and she also qualifies as an audit committee financial expert under SEC regulations. CAREER EXPERIENCE XL Group Ltd. Executive Vice President and Global Chief Actuary (2008–2018) Senior Vice President and Chief Actuary XL Group (2006–2008) XL Reinsurance (2000–2006) XL America (1999–2000) Significant consulting experience with Willis Towers Watson in the U.S. and Bermuda PUBLIC COMPANY BOARD EXPERIENCE Enstar Group Limited, since 2020 QUALIFICATIONS •Accounting/Auditing •Business Operations •Capital Management •Insurance/Financial Industry Experience •International •Other Recent Public Company Board Experience •Regulatory/Risk Management |

  16. Majority Voting Standard

    | Director since 2018 Age: 65 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Governance Human Capital | Susan D. DeVore Ms. DeVore served as the Chief Executive Officer of Premier, Inc., a leading health care improvement company, from 2013 to May 2021. She previously served as President of Premier from 2013 to April 2019, and before that served as President and Chief Executive Officer for its predecessor company, Premier Healthcare Solutions, Inc. She also previously served as the Chief Operating Officer for a number of affiliated Premier entities. Prior to joining Premier, Ms. DeVore had two decades of finance, strategy and health care consulting experience. CAREER EXPERIENCE Premier, Inc. CEO (2013–May 2021) President (2013–April 2019) Premier Healthcare Solutions, Inc. President and CEO (2009–2013) COO (2006–2009) Significant consulting experience with Ernst & Young LLP, including service as a Partner, Executive Committee member and Senior Healthcare Industry Management Practice Leader PUBLIC COMPANY BOARD EXPERIENCE Solventum Corporation, since April 2024 Elevance Health, Inc., since 2021 Prior board service: Premier, Inc. (2013–2021) QUALIFICATIONS •Accounting/Auditing •Business Operations •Capital Management •CEO or CFO Experience •Corporate Governance/ESG Leadership •Other Recent Public Company Board Experience •Regulatory/Risk Management •Technology/Digital Transformation |

  17. Majority Voting Standard

    | Director since 2016 Age: 67 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Governance Risk and Finance (Chair) | Joseph J. Echevarria Mr. Echevarria retired as the Chief Executive Officer of Deloitte LLP, a global provider of professional services, where he previously held increasingly senior leadership positions. He is currently the CEO of the University of Miami, where he also serves as a Senior Advisor to the President. He brings to the Board significant experience in finance, accounting, global operations, executive management and corporate governance. Mr. Echevarria has experience as a director at other publicly traded companies and is also a certified public accountant. CAREER EXPERIENCE University of Miami CEO (since 2022) CEO of UHealth and EVP for Health Affairs (2021-2022) Deloitte LLP CEO (2011–2014) Various executive positions during his 36 years with Deloitte PUBLIC COMPANY BOARD EXPERIENCE The Bank of New York Mellon Corporation, since 2015 (Non-Executive Chair since September 2019) Pfizer Inc., since 2015 Prior board service: Xerox Holdings Corporation (2017–2023) QUALIFICATIONS •Accounting/Auditing •Business Operations •Capital Management •CEO or CFO Experience •Corporate Governance/ESG Leadership •Insurance/Financial Industry Experience •International •Other Recent Public Company Board Experience •Regulatory/Risk Management |

  18. Majority Voting Standard

    | Director since 2014 Age: 68 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Human Capital (Chair) Regulatory Compliance | Cynthia L. Egan Ms. Egan retired as the President of T. Rowe Price Retirement Plan Services, Inc., a subsidiary of the global investment management firm T. Rowe Price Group, Inc. Prior to that, she held various executive positions at Fidelity Investments. She has significant operational experience in delivering complex financial products and services on a large scale, as well as experience in using technology to lead businesses through growth and operational transitions. Ms. Egan is and has been a director at other publicly traded companies. CAREER EXPERIENCE U.S. Department of the Treasury Senior Advisor on the development of a Treasury-sponsored retirement savings program (2014–2015) T. Rowe Price Retirement Plan Services, Inc. President (2007–2012) Fidelity Investments Various leadership and executive positions, including President of the Fidelity Charitable Gift Fund (1989–2007) PUBLIC COMPANY BOARD EXPERIENCE BlackRock Fixed Income Fund Complex, since 2016 The Hanover Insurance Group, Inc., since 2015 (Chair since December 2020) Huntsman Corporation, since 2020 (Vice Chair and Lead Independent Director since January 2022) QUALIFICATIONS •Business Operations •Corporate Governance/ESG Leadership •Insurance/Financial Industry Experience •Investment Markets •Other Recent Public Company Board Experience •Regulatory/Risk Management •Technology/Digital Transformation |

  19. Majority Voting Standard

    | Director since 2008 Age: 67 at Annual Meeting INDEPENDENT DIRECTOR Chairman of the Board of Directors | Kevin T. Kabat Mr. Kabat is Chairman of Unum’s Board of Directors, and the retired Chief Executive Officer and Vice Chairman of Fifth Third Bancorp, a diversified financial services company. He also served in numerous executive positions with Fifth Third. He has executive leadership experience, extensive financial, operating and strategic planning expertise and understands the importance of risk management and the challenges of managing a business in a highly regulated industry. Mr. Kabat also has experience serving on boards of publicly traded companies. CAREER EXPERIENCE Fifth Third Bancorp CEO (2007–2015) President (2006–2012) Other executive roles, including with predecessor companies PUBLIC COMPANY BOARD EXPERIENCE Crown Castle Inc., since 2023 NiSource Inc., since 2015 (Chair since May 2019) Prior board service: AlTi Global, Inc. (Chair for 2023); E*TRADE Financial Corporation (2016–2020, including Lead Independent Director from 2016–2020); Fifth Third Bancorp (2007–2016, including Executive Chairman from 2008–2010 and Executive Vice Chairman from 2012–2016) QUALIFICATIONS •Accounting/Auditing •Business Operations •Capital Management •CEO or CFO Experience •Corporate Governance/ESG Leadership •Insurance/Financial Industry Experience •Other Recent Public Company Board Experience •Regulatory/Risk Management |

  20. Majority Voting Standard

    | Director since 2012 Age: 62 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Audit (Chair) Risk and Finance | Timothy F. Keaney Mr. Keaney retired as the Vice Chairman of the Bank of New York Mellon Corporation, a global investments company, prior to which he held various executive positions within the organization. He possesses significant operational, investment and financial experience with a public company in a highly regulated industry, including lengthy periods of executive leadership service in the U.K. Mr. Keaney also qualifies as an audit committee financial expert under SEC regulations. CAREER EXPERIENCE The Bank of New York Mellon Corporation Vice Chairman (2010–2014) CEO, Investment Services (2013–2014) CEO and co-CEO, Asset Servicing (2007–2012) Other executive roles PUBLIC COMPANY BOARD EXPERIENCE AlTi Global, Inc., since 2023 (Chair since September 2023) QUALIFICATIONS •Accounting/Auditing •Business Operations •Capital Management •Corporate Governance/ESG Leadership •Insurance/Financial Industry Experience •International •Investment Markets •Other Recent Public Company Board Experience •Regulatory/Risk Management |

  21. Majority Voting Standard

    | Director since 2022 Age: 67 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Audit Human Capital | Gale V. King Ms. King is the former Executive Vice President and Chief Administrative Officer for Nationwide Mutual Insurance Company, a leading diversified insurance and financial services company, where she previously served as Executive Vice President and Chief Human Resources Officer and held a variety of other senior roles during her 37-year tenure. She has significant executive management and operational leadership experience, human capital management expertise, and an extensive background in driving strategy, change initiatives, and succession plans, all with a strong commitment to diversity, equity and inclusion. Ms. King also has experience serving on boards of publicly traded companies. CAREER EXPERIENCE Nationwide Mutual Insurance Company Executive Vice President and Chief Administrative Officer (2012–2021) Executive Vice President and Chief Human Resources Officer (2009–2012) Senior Vice President, Property & Casualty Human Resources (2003–2009) PUBLIC COMPANY BOARD EXPERIENCE AutoZone, Inc., since 2018 Prior board service: J.B. Hunt Transport Services, Inc. (2020–2023) QUALIFICATIONS •Business Operations •Corporate Governance/ESG Leadership •Insurance/Financial Industry Experience •Other Recent Public Company Board Experience •Regulatory/Risk Management •Technology/Digital Transformation |

  22. Majority Voting Standard

    | Director since 2004 Age: 74 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Governance (Chair) Regulatory Compliance | Gloria C. Larson Ms. Larson retired as the President of Bentley University, one of the leading business schools in the U.S. Prior to her tenure at Bentley, she held numerous leadership positions in the legal, public policy and business fields. She possesses extensive experience in public service and regulatory issues, corporate governance and advising clients in the course of practicing law. Ms. Larson also has experience serving on boards of publicly traded companies. She currently serves as the Interim Executive Director of the Massachusetts Convention Center Authority since January 2024. CAREER EXPERIENCE The Massachusetts Convention Center Authority Interim Executive Director (since 2024) Harvard University Graduate School of Education President in Residence (2018–2019) Bentley University President (2007–2018) Foley Hoag LLP Law firm partner (1996–2007, including service as Co-Chair of Governmental Practices Group) Other leadership positions with the Commonwealth of Massachusetts (Interim Executive Director of the Convention Center Authority), (Secretary of Economic Affairs) and the Federal Trade Commission (Deputy Director of Consumer Protection) PUBLIC COMPANY BOARD EXPERIENCE Prior board service: Boston Private Financial Holdings, Inc. (2015–2021) QUALIFICATIONS •Business Operations •Corporate Governance/ESG Leadership •Other Recent Public Company Board Experience •Regulatory/Risk Management |

  23. Majority Voting Standard

    | Director since 2023 Age: 58 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Risk and Finance Regulatory Compliance | Mojgan M. Lefebvre Ms. Lefebvre has been Executive Vice President and Chief Technology & Operations Officer of the Travelers Companies, Inc., a property casualty insurer, since May 2019, having joined the company in September 2018 as Executive Vice President and Chief Information Officer, Enterprise Operations and eBusiness. At Travelers, she is responsible for the global technology and operations functions, including cloud technologies, cybersecurity, digital capabilities, data and analytics, customer service, and billing. From 2010 to 2018, Ms. Lefebvre served as Senior Vice President and Chief Information Officer for various business units at Liberty Mutual Insurance, including Commercial Markets, Global Specialty, and Global Risk Solutions. She held chief information officer positions from 2007 to 2010 at bioMerieux, a medical device company, and from 2004 to 2007 at TeleTech Holdings, a customer management solutions provider. Ms Lefebvre also has prior experience as a strategy consultant at Bain & Company. CAREER EXPERIENCE The Travelers Companies, Inc. Executive Vice President and Chief Technology and Operations Officer (since 2019) Executive Vice President and Chief Information Officer, Enterprise Operations and eBusiness (2018-2019) Liberty Mutual Insurance Senior Vice President and Chief Information Officer for various business units (2010–2018) QUALIFICATIONS •Business Operations •Insurance/Financial Industry Experience •International •Regulatory/Risk Management •Technology/Digital Transformation |

  24. Majority Voting Standard

    | Director since 2015 Age: 55 at Annual Meeting DIRECTOR President and CEO | Richard P. McKenney Mr. McKenney is the President and Chief Executive Officer of Unum, previously having served as Executive Vice President and Chief Financial Officer. He has significant executive management, financial and insurance industry experience through his prior service as CFO of Unum and other public insurance companies, and through his current service as CEO. He has an intimate knowledge of all aspects of our business and industry, including operational, risk management and public policy, and close working relationships with senior management. Mr. McKenney also has experience serving on boards of publicly traded companies. CAREER EXPERIENCE Unum Group President and CEO (since 2015) Executive Vice President and CFO (2009–2015) Sun Life Financial, Inc. Executive Vice President and CFO (2007-2009) Executive Vice President (2006-2007) PUBLIC COMPANY BOARD EXPERIENCE U.S. Bancorp, since 2017 QUALIFICATIONS •Accounting/Auditing •Business Operations •Capital Management •CEO or CFO Experience •Corporate Governance/ESG Leadership •Insurance/Financial Industry Experience •International •Other Recent Public Company Board Experience •Regulatory/Risk Management |

  25. Majority Voting Standard

    | Director since 2015 Age: 67 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Governance Human Capital | Ronald P. O'Hanley Mr. O’Hanley is the Chairman, President and Chief Executive Officer of State Street Corporation, a provider of financial services to institutional investors worldwide, having previously served as the President and Chief Operating Officer. Prior to that he served as the President and CEO of State Street Global Advisors, the investment management arm of State Street Corporation. He has deep executive management and operational experience within the financial services industry, both domestically and internationally, as well as experience leading investment, financial and risk functions at large, global organizations. CAREER EXPERIENCE State Street Corporation Chairman, since 2020; President and CEO, since 2019 President and COO (2017–2018) Vice Chairman (during 2017) President and CEO, State Street Global Advisors (2015–2017) Fidelity Investments President of Asset Management and Corporate Services, and member of Executive Committee (2010–2014) Other senior leadership positions with The Bank of New York Mellon Corporation and McKinsey & Company, Inc. PUBLIC COMPANY BOARD EXPERIENCE State Street Corporation, since 2019 (Chairman since 2020) QUALIFICATIONS •Accounting/Auditing •Business Operations •Capital Management •CEO or CFO Experience •Corporate Governance/ESG Leadership •Insurance/Financial Industry Experience •International •Investment Markets •Other Recent Public Company Board Experience •Regulatory/Risk Management |

  26. Benchmarking

    Benchmarking With the assistance of its independent compensation consultant, Pay Governance LLC, the Committee reviews peer group data to understand market practices for director compensation. Our non-employee director compensation is compared to that of companies in two groups: (1) the Proxy Peer Group described beginning on page 80; and (2) a general industry sample, which consisted of 118 companies for the Committee review held in November 2023. The Committee believes the companies in the general industry sample provide an additional appropriate comparison given that their revenues are well aligned with those of the company (data below as of December 2022): •Revenues ranging from $5.8 billion at the 25th percentile to $16.7 billion at the 75th percentile (compared to Unum revenues of $12.0 billion). The use of two groups provides an indication of director pay levels both within the insurance industry as well as the broader market from which we recruit experienced directors. The Committee uses the approximate median of these groups as a reference point for setting director compensation. The Committee's consultant provided its annual analysis of non-employee director compensation at the November 2023 Committee meeting. Following increases in the annual cash and equity retainers approved in November 2022, which became effective in May 2023, the Committee determined that director compensation was competitively positioned relative to the Proxy Peer Group median. Based on this review, the Committee's consultant did not recommend any changes to cash or equity retainers for the 2024/2025 Board compensation year.

  27. Elements of Non-Employee Director Compensation

    Elements of Non-Employee Director Compensation Non-employee directors receive cash retainers and equity awards as outlined in the following table:

  28. Elements of Non-Employee Director Compensation

    | NON-EMPLOYEE DIRECTOR COMPENSATION | | | | | 2022 Pay ($) Eff. May 26, 2022 | 2023 Pay ($) Eff. May 25, 2023 | | All Directors | | | | Annual cash retainer | 120,000 | 125,000 | | Annual restricted stock unit award | 160,000 | 175,000 | | Committee Chairs | | | | Additional annual cash retainer | 25,000 | 25,000 | | Board Chairman | | | | Additional annual cash retainer (paid 50% in cash and 50% in equity) | 225,000 | 225,000 |

  29. Elements of Non-Employee Director Compensation

    For new Board members, these amounts are prorated for partial-year service based on the date of election to the Board. Amounts may be deferred at each director's election for payment in company common stock at a future date. Directors deferring cash compensation receive a number of deferred share rights equal to the number of whole shares of common stock that could be purchased for the deferred amount, based on the closing price of a share of common stock on the date the cash compensation would otherwise be payable.

  30. Elements of Non-Employee Director Compensation

    | 36 | 2024 UNUM GROUP PROXY STATEMENT |

  31. Elements of Non-Employee Director Compensation

    Directors’ expenses for attending Board and committee meetings, or other meetings relating to company business, are paid by the company. Directors are eligible to participate in our matching gifts program. Under this program, we match up to $10,000 each year for eligible gifts to nonprofit organizations. Directors can also elect to contribute to the Unum Political Action Committee (UnumPAC) through a deduction from their annual fees earned. For those who choose to contribute to the UnumPAC and utilize the matching contribution feature, the company will make a matching contribution to the qualifying charity of the Board member's choice up to the $10,000 matching gift limit. Mr. McKenney is employed by the company and receives no additional compensation for his Board service.

  32. 2023 Compensation

    2023 Compensation Our Board compensation year starts at each Annual Meeting and runs to the next Annual Meeting. The annual Board and committee chair cash retainers and restricted stock unit awards are paid/granted annually in advance. The additional retainer for the Board Chairman is paid in the form of 50% cash and 50% restricted stock units. The following table provides details of the compensation of each person who served as a non-employee director during 2023.

  33. 2023 Compensation

    | NON-EMPLOYEE DIRECTOR COMPENSATION | | | | | | | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | | | ($) | ($) | ($) | ($) | | Theodore H. Bunting, Jr. | 150,000 | 174,982 | 5,000 | 329,982 | | Susan L. Cross | 125,012 | 174,982 | 10,000 | 309,994 | | Susan D. DeVore | 125,000 | 174,982 | 10,000 | 309,982 | | Joseph J. Echevarria | 150,004 | 174,982 | — | 324,986 | | Cynthia L. Egan | 150,000 | 174,982 | 10,000 | 334,982 | | Kevin T. Kabat | 237,500 | 287,473 | — | 524,973 | | Timothy F. Keaney | 150,000 | 174,982 | 5,000 | 329,982 | | Gale V. King | 124,980 | 174,982 | 10,000 | 309,962 | | Gloria C. Larson | 150,000 | 174,982 | 10,000 | 334,982 | | Mojgan M. Lefebvre | 105,479 | 147,652 | — | 253,131 | | Ronald P. O'Hanley | 125,000 | 174,982 | 10,000 | 309,982 | | Francis J. Shammo(4) (former director) | — | — | 15,000 | 15,000 |

  34. 2023 Compensation

    (1)Amounts represent retainers, including for service as Board Chairman and committee chairs, which were paid in 2023, either in cash or deferred shares, for 2023/2024 Board service. Ms. Lefebvre's amount includes a prorated retainer for her 2023/2024 Board service from the time she joined the Board on July 20, 2023. Board members were given the opportunity to contribute to the UnumPAC from their fees earned. If the Board member elected to make a UnumPAC contribution, it was deducted from their cash fees and the remainder was paid in cash or converted to deferred share rights, based on the Board member's election. For those who chose to contribute to the UnumPAC and utilize the matching contribution feature, the company would make a matching contribution to the qualifying charity of the Board member's choice up to the $10,000 matching gift limit. For those who elect to have their UnumPAC contribution matched, the match is made in the next calendar year (i.e., in 2023 for the 2022 contribution or in 2024 for the 2023 contribution). Mr. Echevarria and Mses. Cross, King, and Lefebvre each elected to defer their cash retainers, which were converted to deferred share rights with a value substantially equal to their respective amount reflected in the table. (2)On May 25, 2023, each then-serving non-employee director was granted 3,839 restricted stock units (RSUs) under our 2022 Stock Incentive Plan. Mr. Kabat was granted an additional 2,468 RSUs for his service as Board Chairman. Upon her appointment to the Board, Ms. Lefebvre received a prorated grant of 3,009 RSUs. The amounts shown are the grant date fair market values of these RSUs.

  35. 2023 Compensation

    We account for stock-based payments under the requirements of Financial Accounting Standards Board (FASB) ASC Topic 718 "Compensation - Stock Compensation" (ASC 718). A complete discussion of the assumptions made as well as the financial impact of this type of compensation can be found in Notes 1 and 13 of the Consolidated Financial Statements in Part II, Item 8 of our Form 10-K for the year ending December 31, 2023. The following table provides details of the unvested RSUs held by each non-employee director as of December 31, 2023. Mr. Shammo held no unvested company equity awards as of such date. Beginning with the May 26, 2022 grant, dividends on director RSUs are accrued in cash (instead of as additional RSUs) and paid at the same time that the underlying RSUs vest. Deferred share rights are fully vested and not reflected in the table below.

  36. 2023 Compensation

    | Director Name | Number of Restricted Stock Units Held at Fiscal Year End | Director Name | Number of Restricted Stock Units Held at Fiscal Year End | | Theodore H. Bunting, Jr. | 3,839 | Timothy F. Keaney | 3,839 | | Susan L. Cross | 3,839 | Gale V. King | 3,839 | | Susan D. DeVore | 3,839 | Gloria C. Larson | 3,839 | | Joseph J. Echevarria | 3,839 | Mojgan M. Lefebvre | 3,009 | | Cynthia L. Egan | 3,839 | Ronald P. O'Hanley | 3,839 | | Kevin T. Kabat | 6,307 | | |

  37. Compensation Risk

    Compensation Risk Each year, the company’s Chief Risk Officer, in consultation with the Human Capital Committee, undertakes a risk assessment of our compensation programs and practices. This year’s process included the following steps: •Review of the overall design and philosophy of the company’s incentive compensation programs, including any proposed changes; •Receive reports from incentive program owners on risk assessment and management; •Review and assessment of the 2023 annual incentive program and long-term incentive program performance measures for alignment with actual business results; •Identification of fundamental principles to test, including the SEC’s non-exclusive list of situations where compensation programs may have the potential to raise material risks to the company; •Assessment of the incentive programs in light of the company’s primary risks (as disclosed in the company’s 2023 Form 10-K) and the company’s annual financial and capital plans; and •Review reports to the Human Capital Committee regarding incentive compensation programs. Based on this assessment, the following conclusions were reached by the Chief Risk Officer and presented to the Human Capital Committee: •The company’s incentive program targets, thresholds, caps, metric weightings and payout curves are effective control mechanisms; •The incentive plans are balanced and align the long-term interests of stakeholders and management; •Individual performance assessments, which evaluate leadership performance and expectations, are included in each employee's annual award determinations; •The program’s goals are effectively balanced and consistent with the risk levels embedded in the company’s financial and capital plans; and •All potential awards are subject to Human Capital Committee discretion, and the company has recoupment policies in place in the event of a material earnings restatement. Accordingly, our Chief Risk Officer and the Human Capital Committee determined the company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the company, and the programs fall within the range of the company's risk appetite.

  38. RESPONSIBLE INVESTING

    RESPONSIBLE INVESTING Investment decisions on our $46 billion portfolio represent a significant component of our societal and environmental impact. Intensive research, disciplined processes and focused portfolio construction are foundational to our commitment to responsible investing. Our philosophy is to deliver consistent long-term investment returns while keeping risks at appropriate levels so we can deliver on our promises to policyholders and stakeholders. We strive to be responsible stewards of our assets within a framework of strong governance and transparency while also positively impacting our communities. This includes: •Being a signatory to the United Nations Principles for Responsible Investment, a step that we believe demonstrates our commitment to expanded disclosure and an investment approach that more formally integrates environmental, social and governance (ESG) factors into our decisions. •Holding nearly $3 billion of investments that have a societal or environmental impact in areas such as education, infrastructure, healthcare, affordable housing, and renewable energy projects. Our research analysts have a strong understanding of the companies in which we invest and strive to take into account all relevant factors that contribute to informed investment decisions. Our internal ESG scoring covers approximately 96% of assets under management including our U.S. investment grade and high-yield corporates, U.K. investments, municipal and sovereign bonds, private placements, commercial mortgage loans and mortgage-backed securities.

  39. Long-Term Care Performance

    Long-Term Care Performance The same discipline that allows our core franchise to be successful also benefits our long-term care (LTC) business. LTC is part of our Closed Block that consists of policies that we continue to service and support, but no longer actively market. We manage this block with a combination of rate increases, risk management, tailored investment strategy and ongoing monitoring of emerging experience to inform updates to our reserve liability assumptions and appropriate capital levels. Following an examination of one of our Maine-domiciled insurers, in 2020 the Maine Bureau of Insurance required us to establish additional LTC statutory reserves, permitting this to be done over a period of seven years. We completed the recognition of these additional required reserves at the end of 2023, ahead of schedule, and view this action as further increasing margin over our best estimate assumptions. Our actions have provided a strong capital position behind the business, which has mitigated the need for future contributions under current assumptions. We continue to take actions, such as those described above, to provide for the long-term stability of this block and promote transparency for our shareholders and customers.

  40. Total Shareholder Return

    Total Shareholder Return Unum delivered robust value to shareholders in 2023 as we continued to outpace the performance of many peers. The company accelerated growth through increased demand for its products and services, highlighted by double-digit sales growth, healthy increases in premium income and strong persistency in our core operations. Record after-tax adjusted operating earnings per share illustrated Unum’s disciplined approach to pricing and balanced expense management, while our ability to generate substantial excess capital provided financial flexibility to invest in growth initiatives, fund long-term needs in our Closed Block segment and increase the level of capital returned to shareholders. Based on our strong operational and financial results over the last few years, we believe Unum is an attractive investment for shareholders. Total shareholder return for the year was ahead of our industry benchmark and proxy peer group at nearly 14% (see below). Over the longer term, Unum has continued to excel in returning value to shareholders, in part through steady growth in book value per share (excluding AOCI) and premium income over the last several years, and increasing dividend payments and share repurchase activity. Macro-economic factors, such as strong employment, wage inflation and high interest rates, are beneficial for our business, and we believe will continue to drive greater recognition of our value to investors. In addition to our core operations, our Closed Block segment primarily consists of long-term care (LTC) policies and older individual disability policies that Unum continues to service and support. After agreeing to increase LTC statutory reserves over a multi-year period starting in 2020, we accelerated these planned contributions and completed the recognition of these additional required reserves at the end of 2023. Through these and other steps, we have provided a strong capital position behind the business, which has mitigated the need for future capital contributions under current assumptions. We believe this, combined with our market-leading positions, history of consistent execution, strong demand for our products and services, favorable business environment, capital strength, and strategy of prioritizing funding of growth initiatives, makes Unum an excellent long-term investment.

  41. Total Shareholder Return

    Overall, the shareholders we spoke with generally had favorable comments about our compensation practices and programs, which is also evidenced by our most recent say-on-pay vote results (approximately 94% in 2023, 95% in 2022 and 92% in 2021). We also received positive feedback on other governance matters, which are detailed on page 7. We extended an invitation for engagement with two proxy advisory firms. Both firms declined a meeting indicating that they had no questions or overriding concerns regarding our executive compensation program. Overall, shareholders appreciated the opportunity to engage in these discussions. They also appreciated the company’s willingness to consider their input on both executive compensation and governance practices. We are committed to continuing our shareholder engagement efforts in the future. Compensation Program Structure Our executive compensation philosophy is to reward performance that helps us achieve our corporate objectives, increase shareholder returns, attract and retain talented individuals, and promote a culture of ownership and accountability in the company. We do this by: •Offering base salaries that reflect the competitive market as well as the roles, skills, abilities, experience, and performance of employees; •Providing incentive opportunities for all employees based on the achievement of corporate and individual performance goals; and •Aligning the interests of management and shareholders by offering long-term cash and equity awards that are performance-based and requiring senior officers to own and retain a specified value of shares. Our long-term incentive awards are granted in the current year based on performance from the prior year (i.e., awards granted in 2023 were based on 2022 performance; see the Long-Term Incentive section below for additional details).

  42. Elements of Pay

    | | BASE PAY | SHORT-TERM | LONG-TERM | | RETIREMENT & WORKPLACE BENEFITS | | | | ANNUAL INCENTIVE(1) | CIUs(1) | RSUs | | | Primary Purpose | Reflects the market for similar positions as well as individual skills, abilities & performance | Rewards short-term performance | Rewards long-term performance, aligns interest with stockholders & promotes a culture of ownership and accountability | | Addresses health, welfare & retirement needs | | Performance Period | N/A | 1 year | 3 years prospective | 1 year (vests over 3 years) | N/A | | Form | <--------------- Cash ---------------> | | | Equity | N/A | | Payment/Grant Date | Ongoing | <----- In March based on prior year performance -----> | | | Ongoing |

  43. Elements of Pay

    (1)For details on specific performance measures see "Annual and Long-Term Incentive Programs" below. Those pay elements that are "at risk," or contingent upon individual or corporate performance, are noted in the charts below. A substantial majority of our NEOs' targeted total direct compensation (fixed salary and variable annual and long-term incentive awards) is at risk. This design creates an incentive for achievement of performance goals (short- and long-term) and aligns the interests of our executives with those of our shareholders. In 2023, 92% of Mr. McKenney’s targeted total direct compensation was at risk. For the remaining NEOs, an average of 78% of their aggregate targeted total direct compensation was at risk.

  44. Base Salary, Annual and Long-Term Incentives

    Base Salary, Annual and Long-Term Incentives Salaries for our NEOs are established based on their position, skills, experience, responsibilities, and performance. Competitiveness of salary levels is assessed annually relative to the median of salaries in the marketplace using the benchmarking sources noted beginning on page 80 for similar executive positions. Adjustments may be considered for factors such as changes in responsibilities, individual performance, and/or changes in the competitive marketplace. Annual and long-term incentive targets are set based on consideration of each NEO’s current target, the median of the appropriate comparator group, and each NEO's target relative to the other NEOs given their respective levels of responsibility. For purposes of determining the amount of annual incentive and long-term incentive awards for our NEOs, the Committee establishes a target amount as a percentage of each executive’s salary, except that the long-term incentive target is set as an absolute dollar amount for the CEO. At its February 2024 meeting, after consideration of company and individual performance during 2023, each executive's responsibilities, tenure and market data, the Committee established our NEOs' base salaries and annual and long-term incentive targets for 2024 as outlined in each NEO's Performance Assessment and Highlights summary beginning on page 74. The Committee believes the 2024 compensation decisions position each NEOs' targeted total direct compensation within an appropriate range of the market median given the executive's performance and tenure in his or her current position.

  45. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan Subject to eligibility requirements, non-sales employees (including our NEOs) are eligible to receive an annual incentive award each year. Our annual incentive awards reward performance based on the achievement of the below company performance measures, which the Committee believes aligns compensation with the objectives of shareholders. The process for determining the 2023 annual incentive awards was as follows:

  46. 2023 Annual Incentive Plan

    | ($) | × | (%) | × | (%) | = | ($) | | 2023 Annual Incentive Target for NEOs | | 2023 Company Performance(1) | | Strategic Objectives Modifier | | 2023 Annual Incentive Award(2) |

  47. 2023 Annual Incentive Plan

    (1)The Committee determines the final percentage considering all performance measures, including, but not limited to, the quality of financial results. For details on adjustments for 2023, see discussion below. (2)The combined company performance and strategic objectives modifier factors cannot exceed 200% of the annual incentive target for NEOs. Our plan has objective performance targets which are used to determine overall company performance. Each company performance measure has been selected because the Committee believes it is an appropriate driver of long-term shareholder value:

  48. 2023 Annual Incentive Plan

    | Annual Incentive Performance Measure | Weighting | | Purpose | | After-Tax Adjusted Operating Earnings Per Share | 35% | ⇒ | Measures profitability achievement | | Consolidated Adjusted Operating Return on Equity | 15% | | | | Earned Premium | 15% | ⇒ | Measures growth and competitiveness of the business | | Sales | 15% | | | | Customer Experience | 10% | ⇒ | Measures effective and efficient customer service | | Operating Expense Ratio | 10% | | |

  49. 2023 Annual Incentive Plan

    In 2023, the Committee added a strategic objectives modifier to the calculation of annual and long-term incentive awards. The strategic objectives modifier provides for an adjustment to the payout opportunity based on an assessment of each NEO's performance in key focus areas including strategy, effective risk management, and talent initiatives, and is intended to incentivize our executives to place greater emphasis and attention on areas critical to the company. This aligns with our purpose-driven strategy that sharpens our focus on making targeted investments that will create great experiences and help our company grow. The combined performance and strategic objectives modifier factors cannot exceed 200% of the annual incentive target for NEOs. More details on how the strategic objectives modifier was applied can be found in the Performance Assessment and Highlights beginning on page 74.

  50. 2023 Annual Incentive Plan

    | 2024 UNUM GROUP PROXY STATEMENT | 67 |

  51. Annual Incentive Results

    Annual Incentive Results

  52. Annual Incentive Results

    | 2023 Performance Measures | Component Weight | Threshold(1) | Target(1) | Maximum(1) | Result | | After-tax adjusted operating earnings per share(2) | 35% | $5.22 | $6.96 | $8.01 | $7.66 | | Consolidated adjusted operating return on equity(3) | 15% | 8.7% | 11.6% | 13.3% | 12.7% | | Earned premium(4) | 15% | $7,684.3 | $9,040.3 | $10,848.4 | $9,130.5 | | Sales | 15% | $1,446.6 | $1,928.9 | $2,411.1 | $1,994.3 | | Customer experience(5) | 10% | 70.0% | 100.0% | 120.0% | 105.2% | | Operating expense ratio(6) | 10% | 21.9% | 19.9% | 17.9% | 20.0% | | $ in millions, except per share data | | | | | |

  53. Annual Incentive Results

    (1)For each performance measure, there is no payout at or below the threshold. The payout would be 200% for performance at or above the maximum. For performance between defined levels, the payout is interpolated on a straight-line basis. (2)After-tax adjusted operating earnings per share is defined as net income adjusted to exclude after-tax net investment gains or losses and amortization of the cost of reinsurance as well as certain other items specified in the reconciliation of non-GAAP financial measures in Appendix A of this proxy statement divided by dilutive outstanding weighted average shares. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives.

  54. Annual Incentive Results

    | 68 | 2024 UNUM GROUP PROXY STATEMENT |

  55. Annual Incentive Results

    (3)Consolidated adjusted operating return on equity is calculated by dividing after-tax adjusted operating income by the average of the beginning- and end-of-year stockholders’ equity adjusted to exclude the net unrealized gain or loss on securities and the net gain or loss on hedges. (4)Earned premium is calculated for our core operations (Unum US, Unum International, and Colonial Life). (5)Customer experience is based on the quality of our customers' experiences (via customer surveys) and includes measures focused on areas that impact customer loyalty and satisfaction. (6)The operating expense ratio is equal to operating expenses as a percentage of earned premium (or total company expense over total company earned premium) inclusive of the Closed Block and Corporate segments. As discussed above, the Committee applied the criteria and standards approved when it established the 2023 annual incentive targets to adjust annual incentive plan performance calculations for the impact of four items which were not included in the 2023 financial plan from which the targets were initially derived. Each item impacted both earnings and equity unless otherwise noted below: •The effect of differences between actual debt issuances and resulting interest expense and the amounts assumed in the financial plan (impact to earnings); •The effect of differences between actual stock repurchases and the amount assumed in the financial plan (actual repurchases were slightly more than plan and the impact to equity was immaterial); •The effect of differences between actual foreign currency rates and exchange rates assumed in the financial plan; and •The effect of a global pandemic and other economic and environmental pressures impacting results. –The net effect of the COVID-19 impacts in 2023 was a decrease in operating results, with negative implications largely from our group products. Based on the adjustments described above, the calculated achievement was 138.1% of the plan target. Each year, the Committee also undertakes an overall assessment of the results, maintaining the discretion to make final adjustments. Any adjustments by the Committee are based on a review of the actual achievement level for each performance measure compared to the annual incentive targets, as well as a qualitative assessment of the results. Based on this assessment, the Committee approved the Unum Group Annual Incentive Plan payout level for 2023 at 140% of target, as shown below.

  56. Annual Incentive Results

    | Unum Group 2023 Annual Incentive Plan Achievement Level | 140% |

  57. Annual Incentive Results

    The annual incentive awards of all NEOs are based on Unum Group performance, though the achievements for Mr. Arnold also include financial goals related to his business unit. A detailed explanation of each NEO's individual performance, including achievements toward strategic objectives during 2023, as well as a discussion of 2024 annual incentive targets, can be found in the Performance Assessment and Highlights section. The table below sets forth the target incentive opportunity and the actual annual incentive awards approved by the Committee for each NEO for 2023 performance. On January 1, Mr. Simonds announced his resignation from the company, effective February 9, 2024. As a result, even though he is reported as an NEO, Mr. Simonds was not eligible for an annual incentive award for 2023 performance.

  58. Annual Incentive Results

    | 2024 UNUM GROUP PROXY STATEMENT | 69 |

  59. Annual Incentive Results

    | ANNUAL INCENTIVE PAID IN 2024 | | | | (for 2023 performance) | | | | | 2023 Annual Incentive Target(1) (%) | Base Salary Earnings ($) | Company Performance (%) | Strategic Objectives Modifier (%) | | Annual Incentive Paid ($) | | McKenney | 250%X | 1,100,000X | 140%X | 112.5% | = | 4,331,251 | | Zabel | 135%X | 656,154X | 140%X | 105.0% | = | 1,302,137 | | Iglesias | 100%X | 565,000X | 140%X | 105.0% | = | 830,550 | | Arnold | 95%X | 533,077X | 140%X | 100.0% | = | 708,992 | | (1) Annual incentive target is a percentage of base salary earnings. | | | | | | |

  60. Long-Term Incentive

    Long-Term Incentive Our long-term incentive plan aligns the long-term interests of management and shareholders by tying a substantial portion of executive compensation directly to the company’s stock price. Long-term incentive awards are granted in the year following the performance year that determines their size (i.e., the grant values of awards made in March of 2023 were based on the Committee's assessment of 2022 performance). Our long-term incentive award mix is based on a review of peer practices as well as what the Committee believes most appropriately retains and rewards our NEOs and ensures a significant portion of each executive’s compensation is tied to the increase of our stock price over the long-term. The mix of awards granted to each NEO in early 2023 was 50% restricted stock units (RSUs) and 50% cash incentive units (CIUs). The awards were granted under the Stock Incentive Plan of 2022. The total value of the long-term incentive award granted to each NEO was determined based on the NEO's long-term incentive target (a specified percentage of base salary for all NEOs except the CEO, which was set as a specific dollar amount), which was set by the Committee in early 2022 after considering market data from the appropriate comparator group (as described beginning on page 75 of our 2023 Proxy Statement) and the individual’s target relative to other NEOs given their respective levels of responsibility. Once the long-term incentive award value was determined, it was divided evenly between RSUs (50%) and CIUs (50%) for each NEO. The RSUs vest annually based on each NEO’s continued service over a three-year period. The CIUs are subject to additional company performance and vest based on the company's achievement of critical, multi-year shareholder return measures of adjusted book value growth and dividend yield, modified (up to +/- 20%) by relative TSR as described below.

  61. Long-Term Incentive

    | 70 | 2024 UNUM GROUP PROXY STATEMENT |

  62. Long-Term Incentive

    | LONG-TERM INCENTIVE GRANTED IN 2023 | | | | | 2022 Long-Term Incentive Target ($) | 2023 Long-Term Incentive Grant(4) ($) | | McKenney(1) | 8,400,000 | 9,000,000 | | Zabel(2) | 1,600,000 | 1,760,000 | | Iglesias(2) | 819,250 | 901,175 | | Arnold | 656,250 | 656,250 | | Simonds(2)(3) | 2,160,000 | 2,376,000 |

  63. Long-Term Incentive

    (1)After consideration of Mr. McKenney's strategic leadership as well as the fact that his total targeted compensation was below the market median, the Committee awarded Mr. McKenney a grant of $9.0 million. (2)The CEO and the Committee provided above target long-term incentive grants in March 2023 to Messrs. Zabel and Simonds and Ms. Iglesias based on key aspects of their performance in 2022. Details of their performance assessments and highlights are noted in the 2023 Proxy Statement on pages 70-72. (3)Each of the awards granted to Mr. Simonds during 2023 was forfeited when he resigned from the company effective February 9, 2024. (4)The amount shown is the targeted value of the long-term incentive award approved by the Committee for each NEO. Half of the amount is then converted to the respective number of RSUs based on the closing stock price on the date of grant. The remaining half of the amount is granted in the form of CIUs, which are tracked and denominated in dollars. The amount included in the Summary Compensation Table was calculated using the closing stock price for RSUs, which was $45.57 on March 1, 2023. CIUs are reported in the Summary Compensation Table when vested.

  64. Long-Term Incentive

    | Executive | RSUs Granted (Mar. 2023) | CIUs Granted (Mar. 2023) | | | (#) | ($) | | McKenney | 98,749 | 4,500,000 | | Zabel | 19,311 | 880,000 | | Iglesias | 9,888 | 450,588 | | Arnold | 7,200 | 328,125 | | Simonds | 26,070 | 1,188,000 |

  65. Long-Term Incentive

    No stock is issued when the RSUs are granted. Instead, company stock is issued only when the grant vests and is settled. In addition, there are no shareholder voting rights unless and until the award is settled in shares. During the performance period, dividend equivalents will accrue and eventually settle in cash to the extent that the underlying RSUs vest. CIUs are earned based on the achievement of critical, multi-year shareholder return measures of adjusted book value growth and dividend yield. They are measured over a three-year performance period, and awards can be earned up to a maximum of 200% of the targeted CIU award value following completion of the performance period based on the company's performance against these metrics. As outlined in the award agreement, the calculation of adjusted book value is the total stockholders’ equity adjusted to exclude the value of accumulated other comprehensive income or loss; and further adjusted to exclude the impact of (i) adjustments resulting from changes in accounting policy or in legal or regulatory rules or laws; (ii) any acquisitions, divestitures or block reinsurance transactions; (iii) adjustments to the closed block of business; (iv) the effect of changes to strategic asset allocation; (v) debt issuance, repurchasing or retirement, or stock repurchase or issuance; (vi) fees or assessments, including tax assessments, from legislation enacted after the date hereof; (vii) reserve assumption updates; (viii) asset impairments, including, but not limited to, those related to premiums receivable, reinsurance recoverable, property and equipment, right-of-use assets, value of business acquired and goodwill; (ix) restructuring costs; and (x) the effect of a global pandemic or other economic or environmental pressures impacting results.

  66. Long-Term Incentive

    | 2024 UNUM GROUP PROXY STATEMENT | 71 |

  67. Long-Term Incentive

    The achievement will be modified (up to +/-20%) based on our TSR relative to the eight members of our "Performance Peer Group." The eight companies in the Performance Peer Group (Aflac, Globe Life, Lincoln Financial, MetLife, Principal Financial, Prudential Financial, The Hartford Financial Services, and Voya Financial) were selected because they are considered to be direct business competitors of Unum and remain unchanged from the Performance Peer Group used for 2021 and 2022 CIUs (see discussion in the "Compensation Benchmarking" section for the differences between our Proxy Peer Group and Performance Peer Group). We believe it is appropriate to modify these awards based on relative TSR performance, since Unum’s individual TSR performance directly affects the value realized by our shareholders. The illustration below outlines the three-year performance metrics established by the Committee for the CIU grants made in March 2023.

  68. Vesting of 2021 Cash Incentive Units (CIUs)

    Vesting of 2021 Cash Incentive Units (CIUs) The long-term incentive mix for our NEOs' 2021 awards included 50% in the form of CIUs, which vested based on performance over a three-year performance period that ended on December 31, 2023. The table below provides an overview of the three-year goals for the 2021 CIU grant as well as their actual achievement levels.

  69. Vesting of 2021 Cash Incentive Units (CIUs)

    | 2021 CASH INCENTIVE UNIT AWARDS | | | Corporate Performance Metrics | Result | | 3-year Adjusted Book Value Ratio (2021-2023) | 137.8% | | Sum of 1 Plus Cumulative Dividend Yield | 1.167 | | Relative Total Shareholder Return Modifier Percentile | 1.20 @ 100th | | Total 2021 CIU Achievement | 193.0% |

  70. Vesting of 2021 Cash Incentive Units (CIUs)

    Based on the above performance, and after taking into account the factors described below, in February 2024, the Committee certified a final payout of 193%, with business goals achieved at 160.8% and relative TSR at the 100th percentile which resulted in a +20% adjustment. The values of vested CIUs are included in the Summary Compensation Table on page 89 (footnote 3 includes details for each of the NEOs). As outlined above, when calculating Adjusted Book Value, for the 2021 CIU grant, the Committee determined that certain items for fiscal years 2021 to 2023 would be excluded from the calculation. Applying the criteria and

  71. Vesting of 2021 Cash Incentive Units (CIUs)

    | 72 | 2024 UNUM GROUP PROXY STATEMENT |

  72. Vesting of 2021 Cash Incentive Units (CIUs)

    standards approved by the Committee, Adjusted Book Value is total stockholders' equity adjusted to exclude the value of accumulated other comprehensive income or loss; and was further adjusted to exclude the impact of: •Adjustments to the Closed Block of business including net realized investment gain related to reinsurance transaction, total items related to Closed Block individual disability reinsurance transaction, and reserve assumption updates in long-term care and Closed Block all other (i.e., other insurance products not actively marketed); •Cost related to early retirement of debt and stock repurchases; •The U.K. tax rate increase; and •The effect of COVID-19 impacts. –The net effect of the COVID-19 impacts was a decrease in operating results, with the negative implications of Life mortality overshadowing favorable impacts to the long-term care (LTC) product line. Importantly, we did not make any adjustments to sales or earned premium. While we know that these metrics were negatively impacted by COVID-19, the actual impact was difficult to isolate and therefore not considered.

  73. Vesting of 2020 Success Incentive Plan Awards

    Vesting of 2020 Success Incentive Plan Awards As described in the 2021 Proxy Statement, the 2020 Success Incentive Plan (SIP) was a grant under which 10 executives, including each of the NEOs, received a one-time special performance grant. The SIP awards were designed to encourage the achievement of critical business outcomes and to incent executives to continue employment with the company over the long term. The SIP awards include both cash success units (CSUs) and stock success units (SSUs). The SIP awards will vest in full on the sixth anniversary of the grant date (August 2026), subject to the executive's continued employment, with the opportunity for one-third to vest after the one-, three- and five-year performance periods based on the company's achievement of three performance hurdles: (1)Maintaining average NAIC risk-based capital ratios of at least 325%, each measured at calendar quarter-ends over the applicable performance period; (2)Maintaining average levels of holding company cash in excess of 1.0 times average annualized fixed costs (which includes dividends to shareholders and interest payments due on outstanding indebtedness), each measured at calendar quarter-ends over the applicable performance period; and (3)Achieving annual (or compounded annual) growth rates of 3% or more in adjusted book value (which excludes accumulated other comprehensive income or loss). In February 2024, the Committee reviewed and certified that the above three performance hurdles were met for the performance period January 2021 - December 2023. Therefore, the second one-third of CSUs and SSUs vested and were distributed. Details on SSUs vested during 2023 for each of the NEOs can be found in the 2023 Stock Vested table on page 94. The values of vested CSUs are included in the Summary Compensation Table on page 89 (footnote 3 includes details for each of the NEOs).

  74. Vesting of 2020 Success Incentive Plan Awards

    | 2024 UNUM GROUP PROXY STATEMENT | 73 |

  75. Vesting of 2020 Success Incentive Plan Awards

    Performance Assessment and Highlights The NEOs’ achievement levels for purposes of the annual and long-term incentive awards granted in March 2024, were determined in part based on the strategic objectives modifier criteria in key focus areas including strategy, effective risk management, and talent initiatives. The NEO summaries below detail the Committee's decisions for each element of compensation and provide highlights of each executive's performance. These summaries include each NEO's annual compensation as well as their compensation targets for 2023 and 2024. On January 1, Mr. Simonds announced his resignation from the company, effective February 9, 2024. As a result, he was not eligible for any annual or long-term incentive awards for 2023 performance and therefore, we have not included a summary page for him.

  76. Vesting of 2020 Success Incentive Plan Awards

    | 74 | 2024 UNUM GROUP PROXY STATEMENT |

  77. Vesting of 2020 Success Incentive Plan Awards

    | | | RICHARD P. McKENNEY President, Chief Executive Officer and a Director In assessing Mr. McKenney's performance and determining his strategic objectives modifier for 2023, the Committee noted that he: •Led the company to another year of record profitability, exceeding plan for nearly all operational and financial metrics. The combination of strong sales and premium income, new digital capabilities, active management of the Closed Block and investment portfolio performance delivered robust growth and financial strength. Unum also benefited from strong employment, wage inflation and higher interest rates. •Further strengthened the company’s capital position to maximize financial flexibility while deploying capital to address key needs. Unum continued to generate substantial capital from statutory earnings and other sources, allowing significant investments in key capabilities, the completion of planned contributions to long term care reserves and returning $527 million to shareholders. Upgrades from key credit rating agencies validated our performance and capital management approach. •Drove ongoing accountability and commitment to Unum’s purpose of helping the working world thrive throughout life’s moments. Sustained investments in the company delivered new capabilities for our customers and opportunities for our people, ensuring Unum remained competitive in quickly evolving business and talent markets. Steadfast execution of our enterprise strategy enabled the company to deliver on our purpose of helping others. •Deepened Unum's commitment to sustainability and social responsibility through a variety of environmental, social and governance programs that reflect the goals of the company, investors and other key stakeholders. A strong focus on inclusion and diversity of thought, mental health and our societal impact led to independent recognition of our efforts to drive long-term company sustainability. •Cultivated a high-performance culture that delivered on Unum's commitments to customers, shareholders and communities. Our ongoing digital transformation modernized workflows, implemented new capabilities and elevated customer satisfaction. Strong engagement practices and a hybrid workplace met the needs of the business, leveraged our impact on social responsibility efforts, and provided employee flexibility. A balanced risk management approach enabled the creativity of our people to drive innovation while instilling a strong focus on integrity and transparency. As outlined in the "Business and Performance Review" section, Unum delivered record after-tax adjusted operating earnings, double-digit sales growth, healthy increases in premium income and strong persistency in our core operations. Demand for our products and services continued to be strong as new digital capabilities enhanced the experience for our customers. Given these accomplishments and considerations, the Committee awarded Mr. McKenney an annual incentive award for 2023 of $4,331,251, which represents his target award multiplied by the final company achievement factor of 140% and a strategic objectives modifier of 112.5%. Additionally, they granted Mr. McKenney an LTI award of $10,687,500 in March 2024. Further, the Committee with its consultant, reviewed Mr. McKenney's total targeted compensation relative to proxy peers. After considering his experience, his performance in the CEO role, and the leadership that he has shown during his almost nine years in the role, the Committee decided to keep Mr. McKenney's annual base salary and annual incentive target at $1,100,000 and 250%, respectively, and increase his long-term incentive target opportunity from $9.5 million to $10.5 million. | | ACTUAL COMPENSATION(1) | | | | 2023 | | | | Base Earnings | $1,100,000 | | | AI | $4,331,251 | | | LTI | $10,687,500 | | | 2022 | | | | Base Earnings | $1,090,385 | | | AI | $3,761,828 | | | LTI | $9,000,000 | | | COMPENSATION TARGETS(2) | | | | 2024 | | | | Base Salary | $1,100,000 | | | AI Target | 250% | | | LTI Target | $10,500,000 | | | 2023 | | | | Base Salary | $1,100,000 | | | AI Target | 250% | | | LTI Target | $9,500,000 | |

  78. Vesting of 2020 Success Incentive Plan Awards

    (1) Annual incentive (AI) and long-term incentive (LTI) amounts are the decisions related to that performance year (e.g., annual and long-term incentive paid/granted in 2024 were determined based on 2023 performance and therefore are shown as 2023 compensation). For LTI, this presentation is different than amounts shown in the Summary Compensation Table, which reports equity awards in the year granted and performance-based cash awards in the year vested. The above is not a replacement for the Summary Compensation Table. (2) AI target is a percentage of base salary.

  79. Vesting of 2020 Success Incentive Plan Awards

    | 2024 UNUM GROUP PROXY STATEMENT | 75 |

  80. Vesting of 2020 Success Incentive Plan Awards

    | | | STEVEN A. ZABEL Executive Vice President, Chief Financial Officer In assessing Mr. Zabel's performance and determining his strategic objectives modifier for 2023, the Committee noted that he: •Has developed into an impactful chief financial officer and enterprise leader. Mr. Zabel continues to modernize the capabilities of the Finance organization to support the growing reporting needs of the company. During 2023, he executed on key deliverables in the Closed Block and effectively guided the company’s capital management strategy to achieve significant financial flexibility. These efforts have helped to accelerate the company’s results and position Unum well for future growth. •Leveraged strong momentum in the business to deliver impressive financial results in an evolving market. Accelerating premium income growth, active risk management across multiple product lines and a balanced expense management approach resulted in industry-leading margins and investments in growth. •Further enhanced Unum's overall capital position through sustained efforts across key initiatives. The company deployed capital to fund growth initiatives, address long-term needs in our Closed Block and return significant value to shareholders while maintaining substantial financial flexibility and keeping investors engaged. The company further saw upgrades from key credit rating agencies thanks to our financial strength and effective risk management. •Oversaw ongoing active management of the Closed Block, including completion of the multi-year recognition of additional required long-term care statutory reserves three years ahead of schedule. Mr. Zabel partnered with key leaders to enhance the effectiveness of the Closed Block operation, implement rate increases and improve investment yields. •Strengthened the effectiveness and culture of the Finance team while leading the organization through the transition to a new accounting reporting standard. Mr. Zabel’s implementation of a clear organizational vision and key values such as talent development, inclusion and social responsibility drove strong employee engagement. The Committee approved Mr. Zabel's 2023 annual incentive of $1,302,137, which represents his target award multiplied by the final company achievement factor of 140%, with a strategic objectives modifier of 105% in recognition of Mr. Zabel's achievements and his leadership in achieving strong financial results as well as enhancing the company's overall capital position. Additionally, after considering the above accomplishments, he was granted a long-term incentive award of 2,494,800 in March 2024. After considering his performance in the CFO role as well as his positioning relative to the market, the Committee decided to increase Mr. Zabel's annual base salary by 6.1% to $700,000, increase his annual incentive target for 2024 from 135% to 150% and increase his long-term incentive target opportunity from 280% to 325%. | | ACTUAL COMPENSATION(1) | | | | 2023 | | | | Base Earnings | $656,154 | | | AI | $1,302,137 | | | LTI | $2,494,800 | | | 2022 | | | | Base Earnings | $637,116 | | | AI | $1,419,176 | | | LTI | $1,760,000 | | | COMPENSATION TARGETS(2) | | | | 2024 | | | | Base Salary | $700,000 | | | AI Target | 150% | | | LTI Target | 325% | | | 2023 | | | | Base Salary | $660,000 | | | AI Target | 135% | | | LTI Target | 280% | |

  81. Vesting of 2020 Success Incentive Plan Awards

    (1) Annual incentive (AI) and long-term incentive (LTI) amounts are the decisions related to that performance year (e.g., annual and long-term incentive paid/granted in 2024 were determined based on 2023 performance and therefore are shown as 2023 compensation). For LTI, this presentation is different than amounts shown in the Summary Compensation Table, which reports equity awards in the year granted and performance-based cash awards in the year vested. The above is not a replacement for the Summary Compensation Table.

  82. Vesting of 2020 Success Incentive Plan Awards

    | 76 | 2024 UNUM GROUP PROXY STATEMENT |

  83. Vesting of 2020 Success Incentive Plan Awards

    | | | LISA G. IGLESIAS Executive Vice President, General Counsel In assessing Ms. Iglesias' performance and determining her strategic objectives modifier for 2023, the Committee noted that she: •Provided strategic leadership of a diverse organization that resulted in positive outcomes on many fronts. Led by Ms. Iglesias, the company's legal, audit, government affairs, ethics, compliance and corporate services teams continue to provide excellent support of evolving corporate needs during a time of ongoing change. Ms. Iglesias has also expanded her leadership influence through her role on the company’s operating committee. •Continued to advance our commitment to strong disclosures related to impact and sustainability issues in an evolving regulatory environment. With operations in the U.S. and Europe, the legal and sustainability teams have provided key guidance of trends and requirements across numerous jurisdictions, and through their efforts, strengthened both our approach and sustainability metrics. Collaboration between these teams and business areas furthered our strategic goals and delivered value to key stakeholders. •Continued her work to further strengthen our culture of ethical conduct. Ms. Iglesias and her team remained persuasive advocates for company values, and through the efforts of the team Unum was recognized for the fourth consecutive years as among the World’s Most Ethical Companies by Ethisphere®. •Successfully led through leadership transitions in the Internal Audit and Corporate Real Estate team. These organizations provide key oversight and support services essential for today's evolving workplace environment. •Effectively guided our government affairs strategy to engage public officials on key issues of interest to the company. Through these efforts, we have advanced efforts related to paid family leave and strengthened engagement among employees for this important work. Given these accomplishments, the Committee approved Ms. Iglesias' 2023 annual incentive of $830,550, which represents her target award multiplied by the final company achievement factor of 140%, with a strategic objectives modifier of 105% based on her performance. Additionally, she was granted a long-term incentive award of $1,056,550 in March 2024. Based on a review of Ms. Iglesias' performance, as well as her competitive positioning relative to the market, the Committee decided to increase her annual base salary by 6.2% to $600,000, keep her annual incentive target for 2024 at 100% and increase her long-term incentive target opportunity from 170% to 175%. | | ACTUAL COMPENSATION(1) | | | | 2023 | | | | Base Earnings | $565,000 | | | AI | $830,550 | | | LTI | $1,056,550 | | | 2022 | | | | Base Earnings | $562,116 | | | AI | $843,174 | | | LTI | $901,175 | | | COMPENSATION TARGETS(2) | | | | 2024 | | | | Base Salary | $600,000 | | | AI Target | 100% | | | LTI Target | 175% | | | 2023 | | | | Base Salary | $565,000 | | | AI Target | 100% | | | LTI Target | 170% | |

  84. Vesting of 2020 Success Incentive Plan Awards

    (1) Annual incentive (AI) and long-term incentive (LTI) amounts are the decisions related to that performance year (e.g., annual and long-term incentive paid/granted in 2024 were determined based on 2023 performance and therefore are shown as 2023 compensation). For LTI, this presentation is different than amounts shown in the Summary Compensation Table, which reports equity awards in the year granted and performance-based cash awards in the year vested. The above is not a replacement for the Summary Compensation Table.

  85. Vesting of 2020 Success Incentive Plan Awards

    | 2024 UNUM GROUP PROXY STATEMENT | 77 |

  86. Vesting of 2020 Success Incentive Plan Awards

    | | | TIMOTHY G. ARNOLD Executive Vice President, Voluntary Benefits & President, Colonial Life In assessing Mr. Arnold's performance and determining his strategic objectives modifier for 2023, the Committee noted that he: •Provided exceptional leadership of the company’s voluntary benefit business. Results for both brands demonstrate strong execution and growing demand for our products and capabilities. Mr. Arnold led his team through significant change and expense challenges, built strong partnerships across the enterprise, and adopted a test-and-learn approach to accelerate progress, increase satisfaction metrics and enable high employee engagement. •Leveraged innovative digital capabilities, including our new Gathr™ enrollment and administrative platform and AgentAssist® app, to support employers, policyholders and distribution partners. Growing digital adoption is enhancing customer satisfaction and differentiating Colonial Life in the marketplace. •Drove key initiatives that positioned the voluntary business for future success. Drawing on deep knowledge of the voluntary benefits market and experience with both brands, Mr. Arnold championed the expansion of the company's cross-brand solutions efforts that allow Colonial Life agents to pair traditional Unum group disability with Colonial Life voluntary products. •Effectively navigated significant leadership transitions to strengthen the team's effectiveness in market development, execution and digital integration. Additionally, through Mr. Arnold's deep knowledge and experience, he led continuing efforts for new product investments and underwriting discipline, and pivoted as required to optimize growth. •Reinforced the culture and reputation of Unum. He serves as a role model throughout the company, driving productivity, talent development and effective decision-making. Mr. Arnold provides valuable leadership for the company's commitment to social responsibility and workplace inclusion, and he has developed strong relationships with key external stakeholders. Based on the above accomplishments, the Committee approved Mr. Arnold's 2023 annual incentive of $708,992, which represents his target award multiplied by the final company achievement factor of 140%, with a strategic objectives modifier of 100% based on his performance. In addition, he was granted a long-term incentive award of $975,038 in March 2024. Based on a review of Mr. Arnold's performance, as well as his competitive positioning relative to the market, the Committee decided to increase his annual base salary by 5.6% to $565,000, increase his annual incentive target for 2024 to 100% and increase his long-term incentive target opportunity from 135% to 150%. | | ACTUAL COMPENSATION(1) | | | | 2023 | | | | Base Earnings | $533,077 | | | AI | $708,992 | | | LTI | $975,038 | | | 2022 | | | | Base Earnings | $520,199 | | | AI | $741,284 | | | LTI | $656,250 | | | COMPENSATION TARGETS(2) | | | | 2024 | | | | Base Salary | $565,000 | | | AI Target | 100% | | | LTI Target | 160% | | | 2023 | | | | Base Salary | $535,000 | | | AI Target | 95% | | | LTI Target | 135% | |

  87. Vesting of 2020 Success Incentive Plan Awards

    (1) Annual incentive (AI) and long-term incentive (LTI) amounts are the decisions related to that performance year (e.g., annual and long-term incentive paid/granted in 2024 were determined based on 2023 performance and therefore are shown as 2023 compensation). For LTI, this presentation is different than amounts shown in the Summary Compensation Table, which reports equity awards in the year granted and performance-based cash awards in the year vested. The above is not a replacement for the Summary Compensation Table.

  88. Vesting of 2020 Success Incentive Plan Awards

    | 78 | 2024 UNUM GROUP PROXY STATEMENT |

  89. Vesting of 2020 Success Incentive Plan Awards

    Roles of the Committee, Chief Executive Officer and Consultant The Committee, CEO, and compensation consultant each have important roles in our compensation program. The Committee, with input from the CEO and compensation consultant, has the final authority to: •Evaluate, design, and administer a compensation program for our executive officers that appropriately links pay, company and individual performance, and the creation of shareholder value; •Establish performance goals and certify whether they have been attained; •Review the performance of the CEO, with input from the full Board, and determine his compensation; and •Determine the compensation of the other NEOs. The CEO provides to the Committee: •A self-assessment outlining his own performance for the year; •His perspective on the business environment and the company’s performance; and •Performance assessments and compensation recommendations for executives who report directly to him, which, for 2023, included each of the NEOs except Mr. Simonds. Mr. Simonds terminated his employment in February 2024, at which time he forfeited his annual and long-term incentive payouts for 2023 performance. The CEO does not participate in any decisions related to his own compensation. Pay Governance LLC, as independent compensation consultant to the Committee, provides objective, expert analyses, independent advice, and comparative data on executive and director compensation. Pay Governance reports directly to the Committee, which is responsible for the appointment, compensation, retention, and oversight of the work performed by the compensation consultant. A senior representative of the compensation consultant generally attends Committee meetings, participates in executive sessions of the Committee without management present, and communicates directly with Committee members outside of meetings. The Committee has adopted a policy requiring its compensation consultant to be independent, consistent with NYSE listing standards and SEC rules. During 2023, the Committee completed its annual assessment of the independence of Pay Governance, taking into account the following factors: •Compliance with the Committee’s independence policy; •Other services, if any, provided to the company by the consultant; •The amount of fees paid by the company to the consultant as a percentage of the consultant’s total revenues; •Any business or personal relationships between the consultant (including its representatives) and the company’s directors or senior officers; and •The policies and procedures the consultant has in place to prevent conflicts of interest, which include a prohibition against stock ownership in the company. Pay Governance has attested to its independence and does not provide any services to the company other than those related to director and executive compensation consulting. Fees paid to Pay Governance for such services provided in 2023 totaled $182,475. Based on its assessment, the Committee concluded that Pay Governance is independent under the Committee’s policy and that Pay Governance's work does not give rise to a conflict of interest. The company’s finance (including the Chief Financial Officer (CFO)), human resources, and legal staff support the Committee in its work, interacting with Pay Governance only when doing so on behalf of the Committee or concerning proposals the Committee will review for approval. Employees from these departments discuss various executive compensation topics with the Committee and Pay Governance, including how compensation plans fit in

  90. Vesting of 2020 Success Incentive Plan Awards

    | 2024 UNUM GROUP PROXY STATEMENT | 79 |

  91. Vesting of 2020 Success Incentive Plan Awards

    with other programs and business objectives. Although these employees may make recommendations, the authority to make final decisions on all executive compensation matters rests solely with the Committee.

  92. Compensation Benchmarking

    Compensation Benchmarking The Committee compares the compensation of our NEOs to the median pay of executives in similar positions at industry companies. By generally targeting each pay element to the approximate median of the applicable comparator group (as described below), we ensure the balance among the elements is competitive, while at the same time allowing company and individual performance to determine a majority of the compensation received by our NEOs. Overall, these benchmarking comparisons are used as points of reference and are secondary to the primary factors considered by the Committee when making compensation decisions. The primary factors are company performance, individual performance, the executive’s level of responsibility and tenure, internal equity considerations, the creation of shareholder value, our executive compensation philosophy, and the results of the most recent shareholder say-on-pay vote and feedback received from engagement with shareholders. The two sources used by the Committee for benchmarking executive compensation are: •For CEO and CFO compensation, a proxy peer group comprising insurance and financial services companies that are either our business competitors or primary competitors for talent (the "Proxy Peer Group"). The Proxy Peer Group is also a reference for our compensation programs and practices. The composition of the Proxy Peer Group is determined by the Committee and reviewed annually as outlined below; and •For the compensation of our other NEOs, the Willis Towers Watson Diversified Insurance Study of Executive Compensation (the "Diversified Insurance Study"). This source is used because responsibilities of our other NEOs may not be directly comparable with those of named executives at other companies in the Proxy Peer Group. In addition to benchmarking executive compensation, the Committee uses a subset of the Proxy Peer Group (which we refer to as the "Performance Peer Group") for purposes of measuring relative total shareholder return (TSR) for our cash incentive unit (CIU) awards (see the Long-Term Incentive section above for details on these awards). This subset is selected because they are considered to be direct business competitors of Unum. The Committee evaluates the composition of the Proxy Peer Group every year. Peer companies are determined based on five primary criteria (life and health GICS code; reasonable range of: assets, revenues, and market capitalization; and competition with Unum for talent and/or market share). In the past, the Committee has discussed insurance brokers and property and casualty insurers as potential peers. However, the Committee decided not to include these companies due to the differences in business models, performance cycles and executive talent markets. Based on the most recent peer review in August 2023, on average, the companies in the Proxy Peer Group met three of the five criteria. Overall, Unum is at approximately 71% of the revenue median (as of the 12 months ended March 31, 2023). Additionally, 10 of the 12 peers (83%) selected Unum as a peer for compensation benchmarking purposes in their 2023 proxy statements. During its annual Proxy Peer Group analysis in August 2023, the Committee with its consultant, Pay Governance, considered other insurance and financial services companies and determined that, based on the criteria described above, no companies should be removed and no additional companies were appropriate for inclusion in the Proxy Peer Group at the time. Annual sensitivity tests are performed to understand the impact of both larger and smaller peers on median CEO compensation levels. For the tests conducted in 2023, excluding the two smallest and two largest peers for testing purposes had no impact on CEO targeted total direct compensation. An additional sensitivity test was conducted using a common statistical approach known as regression analysis. Regression analysis considers the correlation between two factors and is commonly used to adjust compensation data to remove the effects of company size.

  93. Compensation Benchmarking

    | 80 | 2024 UNUM GROUP PROXY STATEMENT |

  94. Compensation Benchmarking

    The regression analysis considered the correlation between revenue and compensation. Based on these tests, the Committee determined that the Proxy Peer Group is appropriate. The following table lists the companies in the Diversified Insurance Study (DIS), Performance Peer Group and Proxy Peer Group.

  95. BENCHMARKING EXECUTIVE COMPENSATION

    BENCHMARKING EXECUTIVE COMPENSATION

  96. BENCHMARKING EXECUTIVE COMPENSATION

    | | | | | Proxy Peer Group Indicators | | | | | | | DIS Survey Participant(1) | Perf. Peer Group(2) | 2023 Proxy Peer Group(3) | Life & Health GICS | 0.4x to 2.5x Unum Revenues | 0.4x to 2.5x Unum Assets | 0.5x to 5.0x Unum Market Capitalization | List Unum as a Peer | | Aflac | ● | ● | ● | ● | ● | ● | | ● | | AIG | ● | | | | | | | | | Allianz Life Insurance | ● | | | | | | | | | Allstate | ● | | | | | | | | | Brighthouse Financial | ● | | ● | ● | ● | | ● | ● | | Cigna | ● | | | | | | | | | CNO Financial Group | ● | | ● | ● | | ● | ● | ● | | Equitable Holdings | ● | | ● | | ● | | ● | ● | | Genworth Financial | ● | | | | | | | | | Globe Life | | ● | ● | ● | ● | ● | ● | ● | | Guardian Life | ● | | | | | | | | | John Hancock | ● | | | | | | | | | Lincoln Financial Group Corporation | ● | ● | ● | ● | ● | | ● | ● | | Massachusetts Mutual | ● | | | | | | | | | MetLife | ● | ● | ● | ● | | | | | | Nationwide | ● | | | | | | | | | New York Life | ● | | | | | | | | | Northwestern Mutual | ● | | | | | | | | | OneAmerica Financial Partners | ● | | | | | | | | | Pacific Life | ● | | | | | | | | | Principal Financial Group | ● | ● | ● | ● | ● | | ● | ● | | Protective Life | ● | | | | | | | | | Prudential Financial | ● | ● | ● | ● | | | | | | Reinsurance Group of America | | | ● | | ● | ● | ● | ● | | Securian Financial Group | ● | | | | | | | | | Sun Life Financial | ● | | | | | | | | | Symetra Financial | ● | | | | | | | | | The Hartford Financial Services Group | ● | ● | ● | | ● | ● | ● | ● | | Thrivent Financial | ● | | | | | | | | | Transamerica | ● | | | | | | | | | USAA | ● | | | | | | | | | Voya Financial Services | ● | ● | ● | | ● | ● | ● | ● |

  97. BENCHMARKING EXECUTIVE COMPENSATION

    (1)For compensation decisions made in early 2023, benchmarking comparisons were made using the 2023 Proxy Peer Group and the 2022 DIS (the latest data available at the time). Although Unum participates in the DIS, we are excluded from this table. The number of participants in the 2022 DIS decreased by one (Allianz Life Insurance) from the prior year.

  98. BENCHMARKING EXECUTIVE COMPENSATION

    | 2024 UNUM GROUP PROXY STATEMENT | 81 |

  99. BENCHMARKING EXECUTIVE COMPENSATION

    (2)The Performance Peer Group will be used for the relative TSR comparison under the 2023 and 2024 CIU grants. These companies are our direct competitors, are generally followed by the same sell-side research analysts, and generally compete with us for talent. (3)The Proxy Peer Group includes multiline insurers, reinsurers and life and health insurers, with Unum’s revenue at 71% of the peer median for the 12 months ended March 31, 2023 (the most current data as of the date of the analysis). Unum is not part of the Proxy Peer Group. Compensation Policies and Practices

  100. Equity Grant Practices

    Equity Grant Practices The Committee meets in February each year to consider prior year performance under the company’s incentive programs. As appropriate, annual awards of equity-based compensation under the company’s long-term incentive program are approved at this meeting. For many years, such awards have been valued and granted on a predetermined future date, which is intended to coincide with a time when the company is not in possession of material nonpublic information. In February 2023, the Committee approved a formal equity grant policy reflecting this practice. Under the policy, except as otherwise determined by the Committee, annual awards of equity-based compensation to executive officers (including the NEOs) will have a March 1 grant date, and non-annual awards to executive officers relating to new hires or promotions will be granted on, or as soon as administratively practicable following, as applicable, the individual's start date or promotion date. The closing stock price on the grant date is used to determine the number of equity units awarded.

  101. Other Workplace Benefits

    | | Insurance: medical, pharmacy, dental, vision, life, short- and long-term disability, voluntary products (whole life, hospital indemnity, critical illness, accident) | | | Programs: preventive services, telehealth services, family building resources, back-up child care services | | | Accounts: healthcare and dependent reimbursement accounts, Health Savings Account | | | Paid Time Away: paid time off, paid holidays, parental and caregiver leave | | | Financial Resources: financial planning resources, emergency savings program, employee stock purchase plan, student debt relief, tuition assistance | | | Health and Wellness: onsite & virtual fitness memberships, digital behavioral health support, employee assistance program, subsidized healthy food options in home office locations | | | Other: matching gifts program for charitable contributions, pet insurance |

  102. Pension Benefits

    Pension Benefits The Unum Group Pension Plan (the Qualified Plan) and the Unum Group Supplemental Pension Plan (the Excess Plan) were frozen on December 31, 2013. Benefits earned under these plans have been determined based on service and eligible earnings through December 31, 2013. NEOs hired prior to this date and who met the participation requirements as of the freeze date participated in both the Unum Group Pension and Supplemental Pension Plans. Benefits earned before the freeze will be paid to employees under the terms of the plans as they terminate employment or retire. Generally, employees who terminate employment are eligible to elect to start receiving benefits under the pension plans as early as age 55 but no later than age 65.

  103. Pension Benefits

    | FROZEN DEFINED BENEFIT PLANS | | Unum Group Pension Plan (Qualified Plan) | | Provides funded, tax-qualified benefits up to the limits on compensation and benefits under the Code. The Qualified Plan was designed to provide tax-qualified pension benefits for most employees. The further accrual of retirement benefits under this plan was frozen on December 31, 2013. | | Unum Group Supplemental Pension Plan (Excess Plan) | | Provides unfunded, non-qualified benefits for compensation that exceeds the Code limits applicable to the Qualified Plan. The further accrual of retirement benefits under this plan was frozen on December 31, 2013. |

  104. Human Capital Committee

    | Name and Principal Position | Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value & Non-Qualified Deferred Compensation Earnings | All Other Compensation | Total | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | Richard P. McKenney | | | | | | | | | | President and Chief Executive Officer, and a Director | 2023 | 1,100,000 | — | 4,499,992(2) | 13,185,751(3) | 78,000(6) | 863,479(8) | 19,727,222 | | | 2022 | 1,090,385 | — | 4,200,000 | 3,761,828(4) | — | 551,176(7) | 9,603,389 | | | 2021 | 1,050,000 | — | 3,750,010 | 4,263,000(5) | — | 286,670 | 9,349,680 | | Steven A. Zabel | | | | | | | | | | Executive Vice President, Chief Financial Officer | 2023 | 656,154 | — | 880,002(2) | 2,737,337(3) | — | 418,598(8) | 4,692,091 | | | 2022 | 637,116 | 129,016(4) | 773,445 | 1,290,160(4) | — | 174,770 | 3,004,507 | | | 2021 | 620,192 | — | 600,005 | 1,214,930(5) | — | 128,138 | 2,563,265 | | Lisa G. Iglesias | | | | | | | | | | Executive Vice President, General Counsel | 2023 | 565,000 | — | 450,596(2) | 1,718,581(3) | — | 163,076(8) | 2,897,253 | | | 2022 | 562,116 | — | 371,240 | 843,174(4) | — | 125,588 | 1,902,118 | | | 2021 | 550,000 | — | 371,253 | 798,518(5) | — | 103,624 | 1,823,395 | | Timothy G. Arnold | | | | | | | | | | Executive Vice President, Voluntary Benefits & President, Colonial Life | 2023 | 533,077 | — | 328,104(2) | 1,486,693(3) | 179,000(6) | 367,631(8) | 2,894,505 | | | 2022 | 520,199 | — | 343,768 | 741,284(4) | — | 272,438 | 1,877,689 | | | 2021 | 500,035 | — | 328,141 | 738,417(5) | — | 62,985 | 1,629,578 | | Michael Q. Simonds(1) | | | | | | | | | | Former Executive Vice President, Chief Operating Officer | 2023 | 744,231 | — | 1,188,010(2) | 2,039,846(3) | 145,000(6) | 416,233(8) | 4,533,320 | | | 2022 | 716,154 | 150,393(4) | 962,492 | 1,503,924(4) | — | 237,662 | 3,570,625 | | | 2021 | 700,000 | — | 847,470 | 1,550,850(5) | — | 144,113 | 3,242,433 |

  105. Human Capital Committee

    | PENSION BENEFITS | | | | | | | Plan Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefits(2) ($) | Payments During Last Fiscal Year ($) | | McKenney | Qualified | 4.42 | 103,000 | — | | | Excess | 4.42 | 566,000 | — | | Arnold | Qualified | 28.83 | 1,182,000 | — | | | Excess | 28.83 | 600,000 | — | | Simonds | Qualified | 16.25 | 482,000 | — | | | Excess | 16.25 | 640,000 | — |

  106. Human Capital Committee

    | NON-QUALIFIED DEFERRED COMPENSATION | | | | | | | | | Plan | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(4) | | | | ($) | ($) | ($) | ($) | ($) | | McKenney | Non-Qualified DC | 226,592 | 430,524 | 1,077,152 | — | 5,969,990 | | Zabel | Non-Qualified DC | 87,266 | 165,806 | 163,201 | — | 899,944 | | Iglesias | Non-Qualified DC | 215,635 | 102,427 | 306,549 | — | 2,109,279 | | Arnold | Non-Qualified DC | 94,436 | 89,714 | 508,347 | — | 2,425,213 | | Simonds | Non-Qualified DC | 206,855 | 196,512 | 447,960 | — | 2,628,626 |

  107. TERMINATIONS NOT RELATED TO A CHANGE IN CONTROL

    TERMINATIONS NOT RELATED TO A CHANGE IN CONTROL There are instances in which a NEO’s employment may be terminated that does not involve a change in control. The company may terminate employment for cause or without cause. Additionally, termination of employment may occur upon a NEO’s voluntary resignation, retirement, death, or becoming disabled. In the event of the death, disability or retirement (if eligible) of a NEO, all of the NEO’s unvested restricted stock units (RSUs) would vest. In the event of termination of employment as a result of job elimination or requalification (or, in the case of Mr. McKenney, resignation for good reason), the NEOs would vest in a pro-rata portion of earned CIUs and in the event of termination of employment as a result of death, disability, or retirement, the NEOs would vest in earned CIUs, in each case on the date that such awards would otherwise be settled based on actual performance. However, to the extent necessary to avoid the imposition of penalty taxes under Code Section 409A, stock would not be distributed until at least six months after the date of termination.

  108. TERMINATIONS NOT RELATED TO A CHANGE IN CONTROL

    | 98 | 2024 UNUM GROUP PROXY STATEMENT |

  109. TERMINATIONS NOT RELATED TO A CHANGE IN CONTROL

    NEOs receive additional benefits depending upon the termination scenario as outlined in the following table:

  110. TERMINATIONS NOT RELATED TO A CHANGE IN CONTROL

    | TERMINATION BENEFITS AVAILABLE TO CEO AND OTHER NEOs UNDER NON-CHANGE IN CONTROL SCENARIOS | | | | | | | Benefits Received | Termination for Cause or Voluntary Resignation | Termination Without Cause or Resignation with Good Reason* | Disability | Death | Retirement | | Severance(1) | | CEO, Other NEOs | | | | | Prorated Annual Incentive(2) | | CEO | CEO, Other NEOs | CEO, Other NEOs | If Retirement Eligible | | Early Vesting of Long-Term Incentive(3)(4) | | CEO | CEO, Other NEOs | CEO, Other NEOs | If Retirement Eligible | | Benefit Continuation(5) | | CEO | | | | | Outplacement Services(6) | | CEO, Other NEOs | | | | | Disability Benefits(7) | | | CEO, Other NEOs | | | | Group Life Ins. Benefits(8) | | | | CEO, Other NEOs | | | Corporate Owned Life Ins.(8) | | | | CEO/Other NEOs who gave approval | |

  111. TERMINATIONS NOT RELATED TO A CHANGE IN CONTROL

    * Mr. McKenney is the only NEO entitled to benefits in the event of a resignation for good reason other than in connection with a change in control. (1)If Mr. McKenney is terminated without cause or resigns with good reason, he will receive severance of two times the sum of his annual base salary and the average of the annual incentive paid to him in the three years prior to the date of termination. Other NEOs who are terminated without cause will receive 18 months of base salary. See the following table for termination benefits related to a change in control. (2)Annual incentive will be prorated based on the date of termination of employment. For all NEOs other than Mr. McKenney, the NEO will be eligible for prorated annual incentive in the event of death, disability, or retirement (if eligible) only if such termination occurs on or after the last pay period in June. (3)Mr. McKenney is eligible for retirement status under the terms of the Stock Incentive Plan of 2017 and the 2022 Stock Incentive Plan. Therefore, if he is terminated without cause or resigns for good reason, his unvested RSUs will accelerate vesting under the terms of the award agreements. Additionally, he would be eligible to receive his unvested CIUs based on actual performance at the end of the three-year performance cycle. (4)For all NEOs, absent a change in control and in the event of death, disability, or retirement (if eligible), their unvested RSUs will accelerate. Additionally, they would be eligible to receive any unvested CIUs based on actual performance at the end of the three-year performance cycle. Absent a change in control, all unvested CSUs and SSUs would be forfeited. (5)If Mr. McKenney is terminated without cause or resigns with good reason, he will receive health and welfare benefits for up to two years. (6)Outplacement services are capped at 20% of base salary (up to a maximum of $50,000). (7)Consists of monthly benefits from the company’s long-term disability plan until the earlier of age 65 or death. (8)Group life insurance benefits are $50,000 for each full-time employee. Corporate owned life insurance (COLI) benefits are applicable for each NEO who was eligible at the time of purchase and gave their approval. The beneficiary (as defined in the policy) will receive $200,000 if the NEO is an active employee at death, or $50,000 if the NEO is not an active employee at death. Mr. Arnold is covered under two COLI benefits; his beneficiary will receive a total of $400,000 if Mr. Arnold is active at death, or $50,000 if he is not an active employee at death.

  112. CEO PAY RATIO

    CEO PAY RATIO CEO Pay Ratio As required by SEC rules, we are providing the following information about the ratio of the annual total compensation of our median compensated employee to the annual total compensation of our Chief Executive Officer. The 2023 annual total compensation of the median employee as of December 31, 2023 was $72,731. The 2023 annual total compensation of Richard McKenney, our Chief Executive Officer, was $19,727,222. The ratio of these amounts (also referred to as the "CEO pay ratio") was 1‑to‑271. The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. The SEC’s rules regarding the identification of the median compensated employee and the process of calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their unique employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the CEO pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As permitted by SEC rules, the CEO pay ratio for the 2023 fiscal year is calculated using the same median employee identified with respect to the 2021 fiscal year as there was no change in our employee population or employee compensation arrangements during the 2023 fiscal year that we reasonably believe would significantly impact our pay ratio disclosure. The steps described below were performed in early 2022 to determine the annual total compensation of the median employee for the 2021 fiscal year. To identify our median employee, we began with our active employee population of approximately 10,250 employees as of December 31, 2021 (after excluding 276 employees in Poland). For these purposes, we identified the median compensated employee using base salary or hourly wages earned during fiscal 2021 and cash bonus paid for fiscal 2021. We annualized base salary or hourly wages, as applicable, for employees who were not designated as temporary or seasonal employees but who did not work for the entire year. Using this methodology, we determined that the median compensated employee was a full-time, non-exempt employee whose accountabilities include billing and premium reconciliation, plan changes and other service requests from customers. This employee is located in the eastern United States. To calculate the CEO pay ratio for 2023, we identified the elements of our median employee's compensation for 2023 using the same methodology applied for calculating our CEO's total compensation as reported in the Summary Compensation Table, resulting in annual total compensation of $72,731.

  113. CEO PAY RATIO

    | 102 | 2024 UNUM GROUP PROXY STATEMENT |

  114. CEO PAY RATIO

    As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance measures of the company. For information concerning the company’s pay for performance philosophy and how the company aligns executive compensation with the company’s performance, refer to the Compensation Discussion and Analysis beginning on page 59. It is important to note that the "Total" amount set forth in the Summary Compensation Table (SCT) and the compensation actually paid (CAP) in the Pay Versus Performance (PVP) Table are not directly comparable. Each year presented in the SCT includes only the equity compensation granted during that year, whereas each year's CAP includes: (a) the year-end fair value of equity awards granted during the year, (b) the change in value during the year of unvested prior year equity awards and (c) the change in value from the beginning of the year to the vesting date for awards that vested during the year. Thus, the CAP includes both amounts paid or earned, as well as amounts derived from incremental accounting valuations for unvested equity awards that may never be earned or that could have different intrinsic values when earned. In accordance with the SEC’s disclosure requirements, the following table sets forth information pertaining to the compensation of our principal executive officer (PEO) and our non-PEO named executive officers (collectively, the "other NEOs") and certain financial performance measures, for each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023.

  115. CEO PAY RATIO

    | PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | CSM: After-Tax Adjusted Operating Earnings Per Share(8) | | | SCT Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average SCT Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (in millions)(7) | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 19,727,222 | 22,041,904 | 3,754,292 | 4,004,378 | 184.7 | 142.9 | 1,283.8 | 7.66 | | 2022 | 9,603,389 | 24,123,228 | 2,588,735 | 4,574,016 | 162.5 | 136.5 | 1,407.2(9) | 6.40(9) | | 2021 | 9,349,680 | 11,191,987 | 2,351,144 | 2,586,034 | 93.6 | 123.7 | 981.0(9) | 4.48(9) | | 2020 | 13,258,738 | 11,827,507 | 2,747,103 | 2,451,121 | 83.7 | 90.5 | 793.0 | 4.93 |

  116. CEO PAY RATIO

    (1) The dollar amounts reported in this column are the amounts reported for our PEO, Mr. McKenney (the Chief Executive Officer), for each of the corresponding years in the "Total" column in the SCT above. (2) The dollar amounts reported in this column represent the CAP to Mr. McKenney, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. McKenney. In accordance with these rules, these amounts reflect the "Total" as set forth in the SCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  117. CEO PAY RATIO

    | 2024 UNUM GROUP PROXY STATEMENT | 103 |

  118. CEO PAY RATIO

    | COMPENSATION ACTUALLY PAID TO PEO | | | | | | | 2023 | 2022 | 2021 | 2020 | | SCT Total | $19,727,222 | $9,603,389(a) | $9,349,680 | $13,258,738 | | Less, value of “Stock Awards” reported in SCT | (4,499,992) | (4,200,000) | (3,750,010) | (9,906,877) | | Less, Change in Pension Value reported in SCT | (78,000) | — | — | (167,000) | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 4,570,104 | 6,560,938 | 3,509,430 | 10,464,357 | | Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 1,199,304 | 4,672,711 | 1,535,973 | (954,629) | | Plus (less), year-over-year change in fair value of equity awards granted in prior years that vested in the year | 1,123,266 | 7,486,190 | 546,914 | (867,082) | | Plus, pension service cost for services rendered during the year | — | — | — | — | | CAP to Mr. McKenney | $22,041,904 | $24,123,228 | $11,191,987 | $11,827,507 |

  119. CEO PAY RATIO

    (a) Mr. McKenney's SCT Total for 2022 was corrected from what was previously reported in the 2023 Proxy Statement due to an inadvertent omission of incremental costs associated with deadhead flights for his personal use of the company aircraft in the "All Other Compensation" column of the Summary Compensation Table on page 89. This increased Mr. McKenney's 2022 SCT Total by $6,522. (3) The dollar amounts reported in this column represent the average of the amounts reported for our other NEOs as a group (excluding Mr. McKenney) in the "Total" column of the SCT in each applicable year. The names of each of the other NEOs included for these purposes in each applicable year are as follows: (i) for 2023, 2022 and 2020, Messrs. Zabel, Simonds and Arnold and Ms. Iglesias; and (ii) for 2021, Messrs. Zabel, Simonds and Bhasin and Ms. Iglesias. (4) The dollar amounts reported in this column represent the average CAP for the other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts do not reflect the total compensation actually realized or received. In accordance with these rules, these amounts reflect the average "Total" as set forth in the SCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

  120. CEO PAY RATIO

    | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS | | | | | | | 2023 | 2022 | 2021 | 2020 | | Average SCT Total | $3,754,292 | $2,588,735 | $2,351,144 | $2,747,103 | | Less, average value of Stock Awards reported in SCT | (711,678) | (612,736) | (539,057) | (1,293,689) | | Less, average Change in Pension Value reported in SCT | (81,000) | — | — | (166,750) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 722,767 | 957,173 | 504,474 | 1,362,533 | | Plus (less), average year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 167,404 | 646,295 | 198,884 | (108,536) | | Plus (less), average year-over-year change in fair value of equity awards granted in prior years that vested in the year | 152,593 | 994,549 | 70,589 | (89,540) | | Plus, average pension service cost for services rendered during the year | — | — | — | — | | Average CAP to Non-PEO NEOs | $4,004,378 | $4,574,016 | $2,586,034 | $2,451,121 |

  121. CEO PAY RATIO

    (5) Total Shareholder Return (TSR) is calculated by dividing the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the company’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (6) The peer group used for this purpose is the S&P 500 Life & Health Insurance Sub Industry Index, which is consistent with the disclosure required under Regulation S-K Item 201(e).

  122. CEO PAY RATIO

    | 104 | 2024 UNUM GROUP PROXY STATEMENT |

  123. CEO PAY RATIO

    (7) The dollar amounts reported represent the amount of net income reflected in the company’s audited financial statements for the applicable year. (8) The company-selected measure (CSM) is after-tax adjusted operating earnings per share (EPS), which is defined as net income adjusted to exclude after-tax net investment gains or losses and amortization of the cost of reinsurance as well as certain other items specified in the reconciliation of non-GAAP financial measures in Appendix A of this proxy statement divided by dilutive outstanding weighted average shares. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives. (9) Prior financial information has been adjusted to reflect our modified retrospective adoption, effective January 1, 2023, of the ASU 2018-12, related to targeted improvements to the accounting for long-duration contracts. Changes from this ASU were applied as of January 1, 2021, also referred to as the transition date. As a result of such adjustments, the dollar amounts reported in the PVP Table for net income and after-tax adjusted operating earnings per share (EPS) for 2021 and 2022 are different than those reported in the PVP Table in our 2023 Proxy Statement.

  124. Relationships Between Compensation Actually Paid and Performance Measures

    Relationships Between Compensation Actually Paid and Performance Measures As described in more detail in the Compensation Discussion and Analysis section above, the company's executive compensation program reflects a variable pay-for-performance philosophy. While the company utilizes several performance measures to align executive compensation with company performance, all of those measures are not presented in the PVP table above. Moreover, as discussed above, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company's performance measures with CAP for a particular year. In accordance with SEC rules, the following information explains how the CAP to our PEO, as well as the average CAP to our other NEOs, each compares to our cumulative total shareholder return (TSR), net income, and after-tax adjusted operating earnings per share. We have also addressed how our three-year TSR compares to the three-year TSR of the S&P 500 Life & Health Insurance Sub Industry Index ("S&P Life & Health Index"). Over the period from 2020 to 2023, like many other companies, we have faced challenges as the COVID-19 pandemic caused significant disruption to global markets, employment and business. During 2020 and 2021, we experienced significant increases in COVID-based claims incidence in our group life and disability lines, as well as leaves administered through our leave management business. During 2022 and continuing in 2023, the impacts of COVID-19 lessened and we returned to pre-pandemic operating levels, resulting in record earnings and strong growth. Compensation actually paid to our PEO and other NEOs directionally aligns with our financial performance as summarized below. •2023: The CAP to our PEO and other NEOs decreased relative to 2022, by 8.6% and 12.5%, respectively. There was an 8.8%(1) decrease in net income over 2022, as a result of unfavorable reserve assumption updates and increased operating expenses. Overall, the company experienced a strong financial year with a 19.7%(1) increase in after-tax adjusted operating earnings per share. Our TSR increased 13.7% in 2023 and we outperformed other peer companies in the S&P Life & Health Index. •2022: The CAP to our PEO and other NEOs increased relative to 2021 and 2020, which was reflective of an excellent year for the company in 2022, as evidenced by 42.9%(1) growth in after-tax adjusted operating earnings per share, 43.4%(1) growth in net income, and TSR well above the S&P Life & Health Index and other peer companies. Other key factors driving the increase in CAP were the increase in achievement of our 2020 performance share unit (PSU) grant as well as the increase in our stock price during 2022. •2021: The CAP to our PEO was 5.4% lower, and the average CAP for other NEOs was 5.5% higher, than 2020. We had solid financial results despite negative impacts of the COVID-19 pandemic, with after-tax adjusted operating earnings per share 9.1%(1) lower and net income higher than 2020. Our TSR, though still lagging the S&P Life & Health Index TSR, was up 11.8% relative to 2020. •2020: With the onset of the pandemic during the year, we experienced lower after-tax adjusted operating earnings per share and net income levels than historical performance. Our TSR was more negatively impacted than the S&P Life & Health Index and other peer companies due in part to the impact of historically

  125. Relationships Between Compensation Actually Paid and Performance Measures

    | 2024 UNUM GROUP PROXY STATEMENT | 105 |

  126. Relationships Between Compensation Actually Paid and Performance Measures

    low interest rates and investor perceptions surrounding the long-term care industry. The CAP to our PEO and other NEOs was impacted by a one-time special performance grant during the year that was designed to encourage the achievement of critical business outcomes and to incent executives to continue employment with the company over the long term. (1) Prior financial information has been adjusted to reflect our modified retrospective adoption, effective January 1, 2023, of the ASU 2018-12, related to targeted improvements to the accounting for long-duration contracts. Changes from this ASU were applied as of January 1, 2021, also referred to as the transition date. As a result of such adjustments, the dollar amounts reported in the PVP Table for net income and after-tax adjusted operating earnings per share (EPS) for 2021 and 2022 are different than those reported in the PVP Table in our 2023 Proxy Statement.