DEF 14A of Unum Group
Filed Apr 10, 2025 · FY20240000005513-25-000048
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LONG-TERM INCENTIVE After consideration of Mr. McKenney's strategic leadership and performance during 2024, as outlined above, the Committee also applied a strategic objectives modifier of 107.5% to his 2024 LTI target, resulting in an LTI grant of $11,287,500. This award, which was granted in March 2025, is an increase of $600,000 over the target value of last year's award. Mr. McKenney's LTI award was 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 2022 ("2022 CIUs"). Shareholder return measures of adjusted book value and dividend yield were achieved at 155.2% 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 186.2% of target. Additional details can be found within the Annual and Long-Term Incentive Programs section beginning on page 63.
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| UNUM GROUP | 13 | 2025 PROXY STATEMENT |
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2025 Compensation In February 2025, the Committee, together with its consultant, Pay Governance LLC, reviewed Mr. McKenney's total targeted compensation relative to proxy peers. After considering his experience, his leadership in the CEO role, and his disciplined approach in executing the company's strategic framework, the Committee increased his long-term incentive target opportunity for 2025 from $10.5 million to $11.3 million, before any application of the strategic objectives modifier. This decision reflects Mr. McKenney's strong leadership and strategic positioning of the company.
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| UNUM GROUP | 14 | 2025 PROXY STATEMENT |
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Board Overview The Board of Directors is elected by shareholders to oversee their interests in the long-term health and overall success of the company's business and financial strength. In addition, the Board has responsibility to the company's policyholders, employees, and business partners and to the communities in which the company operates, all of which are essential to the company's success. The Board oversees the CEO and other senior management, who are responsible for carrying out the company's day-to-day operations in a responsible and ethical manner. The Board and its committees meet regularly to review and discuss the company's strategy, business, performance, ethics, risk tolerance, and human capital engagement, as well as important issues that it faces. These discussions take place with management and, as appropriate, with outside advisers who provide independent expertise, perspectives and insights. In addition, the independent members of the Board and its committees hold regular executive sessions without management present. Board members are also in ongoing communication with each other and with management between meetings. Board Composition and Refreshment The Board believes a critical component of its effectiveness in serving the long-term interests of shareholders is to ensure its membership includes a variety of knowledge, experiences, skill sets and backgrounds from which to draw. Fresh views and ideas help the Board to maintain a broad perspective and forward-looking vision capable of anticipating and adapting to the rapid pace of change, just as experience and continuity provide necessary context and stability for important decisions. With that in mind, the Governance Committee reviews the composition of the Board with the goal of maintaining an appropriate balance of experiences, skills, tenure and other qualifications. This is an ongoing, year-round evaluation process. Since the beginning of 2018, four new directors have joined the Board and three have retired or decided not to stand for re-election. Additionally, Ms. Larson's retirement from the Board at the 2025 Annual Meeting will further inform the Governance Committee's discussions and process surrounding the composition of the Board and its committees. The Board is committed to effective Board succession planning and refreshment, including having honest and difficult conversations with individual directors when necessary. These conversations may arise in connection with the Board evaluation process, succession planning or consideration of the annual slate of Board nominees. As a result of these processes, directors may decide (for personal or professional reasons) or be asked (for reasons such as evolving needs for Board composition) not to stand for re-election at the next Annual Meeting. It is expected these refreshment practices will continue in the future. While some companies have tenure limits on Board service, we believe our balanced approach delivers the right mix of directors with new ideas and perspectives along with those possessing deep knowledge of the company. On-Boarding and Continuing Education Shortly after a new director has been elected to the Board, the director participates in an orientation program that includes meetings with the Board Chair, other directors, and senior management concerning the company's business, strategic plans and risk profile, the operations of significant business segments, significant financial, accounting and risk management issues, compliance and ethics programs, and our Code of Conduct. In addition, when directors are appointed to a particular committee for the first time, the director participates in orientation sessions specific to the committee's responsibilities. On an ongoing basis, directors also receive presentations on a variety of topics related to their work on the Board and within the insurance and financial services industries, both from senior management and from experts outside of the company. Directors also participate in continuing education sessions designed to assist them in discharging their duties.
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| UNUM GROUP | 15 | 2025 PROXY STATEMENT |
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Board Qualifications The Board strives to maintain independence of thought and diverse professional experience among its membership. The Board and the Governance Committee look for directors who have qualifications in key areas relevant to Unum, and that align with both our short- and long-term business strategies. These qualifications are evaluated on an annual basis and adjusted as needed so that they continue to serve the best interests of the company. The table below summarizes the qualifications that are important to Unum and addresses how the composition of our Board, as a whole, meets these needs. In addition to the qualifications described below, financial literacy is expected of all Board members.
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| Qualifications | Relevance to Unum | Board Composition* | | Accounting/Auditing | We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls. | | | Business Operations | We have significant operations focused on customer service, claims management, sales, marketing and various back-house functions. | | | Capital Management | We allocate capital in various ways to run our operations, grow our core businesses and return value to shareholders. | | | CEO or CFO Experience | Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity. | | | Corporate Governance Leadership | As a public company and responsible corporate citizen, we expect effective oversight and transparency, and our stakeholders demand it. | | | Insurance/Financial Industry Experience | Experience in the insurance and financial services industry provides a relevant understanding of our business, strategy, and marketplace dynamics. | | | International | With global operations in several countries and prospects for further expansion, international experience helps us understand opportunities and challenges. | | | Investment Markets | We manage a large and long-term investment portfolio to uphold our promises to pay the future claims of our policyholders. | | | Recent Public Board Experience | We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies. | | | Regulatory/Risk Management | A complex regulatory and risk environment requires us to develop policies and procedures that effectively manage compliance and risk. | | | Technology/Digital Transformation | We rely on technology to manage customer data, deliver products and services to the market, pay claims, and enhance the customer experience. | |
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* Includes only the 11 director nominees named in this proxy statement
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| UNUM GROUP | 16 | 2025 PROXY STATEMENT |
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Board Profile Our Board is comprised of members with a range of backgrounds, tenure, skills and overall experience. Directors with varied tenure contribute to a range of perspectives and allow us to transition knowledge and experience from longer-serving members to those newer to our Board. We have a mix of new and long-standing directors, with our 11 director nominees averaging 8.3 years of service on the Board as of the 2025 Annual Meeting. During Board refreshment activities, our Governance Committee focuses on advancing the Board's ability to provide prudent and effective oversight of the company by requiring that candidate pools include individuals with a wide range of backgrounds, experience, and other qualifications who meet the recruitment criteria. From the candidate pools, our Governance Committee selects director candidates who the Governance Committee determines, based on their qualifications, are best able to support the company's future success in the context of the Board as a whole, as discussed in more detail below. Our director nominees range from 56 to 69 years of age, with the average age being 65.1 years, as of the 2025 Annual Meeting. Our current Board profile as of April 10, 2025 is shown below. * Tenure and age is calculated as of the 2025 Annual Meeting. Tenure is rounded to the nearest year and calculated from date of first election.
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| UNUM GROUP | 17 | 2025 PROXY STATEMENT |
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Board Evaluation Process A healthy and vigorous Board evaluation process is an essential part of good corporate governance. A thorough evaluation process helps us achieve the right balance of perspectives, experience and skill sets needed for prudent oversight of the company, including execution on corporate strategy, while also considering the best interests of our shareholders. At Unum, this evaluation process includes annual evaluations of the Board, each committee, and individual directors. The Governance Committee establishes and oversees the evaluation process, which focuses on identifying areas where Board, committee and director performance is most effective, as well as opportunities for further development or enhancement. Each year, the Governance Committee reviews the format and effectiveness of the evaluation process in identifying actionable feedback, recommending changes in process as appropriate. Determining whether to engage a third-party facilitator is also part of the review. The evaluation process is conducted in two phases. The first phase focuses on the evaluation of the effectiveness of each committee and the Board as a whole. Directors complete questionnaires evaluating the Board and the committees on which they serve across a variety of topics, including culture, composition, structure and engagement. In recent years, Board members have provided feedback regarding corporate strategy, risk management programs, Board composition and structure, succession plans, future agenda items, meeting materials and director education. The second phase involves interviewing individual directors to collect feedback on peer directors' performance. This phase is led by the Governance Committee Chair in advance and in anticipation of the nomination process, with key messages delivered to each director. This two-phased approach has generated robust discussions at all levels of the Board, and resulted in changes that have improved Board efficiency and effectiveness.
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| UNUM GROUP | 18 | 2025 PROXY STATEMENT |
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Director Independence Our corporate governance guidelines provide that a majority of the Board will be independent. For a director to be considered independent, the Board must determine the director has no material relationship with our company, and the director must meet the requirements for independence under the listing standards of the New York Stock Exchange (NYSE). The Board has also determined certain categories of relationships are not considered to be material relationships that would impair a director’s independence. These independence standards are listed in our corporate governance guidelines, which are available on our investor relations website under the "Governance" heading at www.investors.unum.com. The Governance Committee reviews information about the directors’ relationships and affiliations that are germane to an assessment of their independence and makes recommendations to the Board as to the independence of the directors. In making independence determinations, the Board considers all relevant facts and circumstances. In this regard, the Board considered that each of the non-employee directors, or one of their immediate family members, is or was during the last three fiscal years a director, trustee, advisor, or executive or served in a similar position at another business that had dealings with our company during those years. In each case, these have been ordinary course dealings (e.g., where the other business obtains insurance policies from us or we acquire, dispose or receive interest on security investments or make payments for trustee, depository and commercial banking business relationships) involving amounts less than 1% of both our and the other business’ consolidated gross revenues for such fiscal year or in which the director's interest arose only from his or her position as a director of the other business. None of our non-employee directors, or any of their immediate family members, is or was during the last three fiscal years, a director, executive, or employee of a charitable organization or university that received contributions from us (other than non-discretionary matching contributions) in excess of $120,000 in any one fiscal year. Based on a review of the findings and recommendations of the Governance Committee and applying the standards described above, the Board has determined Mr. Bunting, Ms. Cross, Ms. DeVore, Mr. Echevarria, Ms. Egan, Mr. Kabat, Mr. Keaney, Ms. King, Ms. Larson, Ms. Lefebvre, and Mr. O’Hanley are independent directors. Mr. McKenney, our President and CEO, is not an independent director. Process for Selecting and Nominating Directors 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. 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 119 in the section titled "Shareholder proposals and nominations for our 2026 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.
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| UNUM GROUP | 19 | 2025 PROXY STATEMENT |
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Our corporate governance guidelines specify the following criteria to be considered 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 needed on the Board; •Commitment of sufficient time to the Board and its committees to fulfill the director's responsibility; •Collegial effectiveness; and •Diversity in the broadest sense of the term, including viewpoints, professional experience or other demographics. The core qualifications 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 backgrounds 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, and selects the candidates who it determines are best able to support the company's future success in the context of the Board as a whole. 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 knowledge, experience, skills, 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. 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. Majority Voting Standard Our bylaws provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected (an "uncontested election"), each nominee must receive a majority of the votes cast with respect to that nominee to be elected as a director (i.e., the number of shares voted "for" a nominee must exceed the number voted "against" that nominee). If an incumbent director is not re-elected under this majority voting standard, the Board must decide whether to accept or reject the director's offer of resignation which was previously delivered to the company pursuant to the Board's advance contingent director resignation policy. The Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. If the director submitting the resignation is a member of the Governance Committee, that director will not participate in the Governance Committee’s recommendation to the Board. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date of the certification of the election results. The director in question will not participate in the Board's decision.
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| UNUM GROUP | 20 | 2025 PROXY STATEMENT |
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Limits on Board and Audit Committee Service While we recognize that Board members benefit from service on the boards of other companies and such service is encouraged, the Board believes it is critical that directors be able to dedicate sufficient time to their service on our Board. To that end, except for our CEO, no director may serve on more than three public company boards in addition to our Board, or on more than two audit committees of public companies in addition to our Audit Committee. The company's CEO may not serve on more than one public company board in addition to our Board. All directors are in compliance with these outside service limits at this time. Further, as noted above, in determining whether to recommend a director for re-election, the Governance Committee annually evaluates these standards and considers each director's ability to commit the time and attention appropriate for effective Board service.
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| UNUM GROUP | 21 | 2025 PROXY STATEMENT |
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Below are brief biographies for each of our current directors and descriptions of the directors’ key qualifications, skills, and experiences that contribute to the Board’s effectiveness as a whole. Director Nominees
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| Director since 2013 Age: 66 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Audit (Chair) Regulatory Compliance | 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 |
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| UNUM GROUP | 22 | 2025 PROXY STATEMENT |
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| Director since 2019 Age: 65 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Audit Risk and Finance (Chair) | 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 SiriusPoint Ltd., since 2024 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 |
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| UNUM GROUP | 23 | 2025 PROXY STATEMENT |
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| Director since 2018 Age: 66 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Governance Human Capital (Chair) | Susan D. DeVore Ms. DeVore served as the Chief Executive Officer of Premier, Inc., a leading health care improvement company. 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 Leadership •Other Recent Public Company Board Experience •Regulatory/Risk Management •Technology/Digital Transformation |
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| UNUM GROUP | 24 | 2025 PROXY STATEMENT |
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| Director since 2016 Age: 68 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Governance Risk and Finance | 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, a private research university, 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 Leadership •Insurance/Financial Industry Experience •International •Other Recent Public Company Board Experience •Regulatory/Risk Management |
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| UNUM GROUP | 25 | 2025 PROXY STATEMENT |
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| Director since 2014 Age: 69 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Human Capital Regulatory Compliance (Chair) | 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 to institutional and retail clients, and has used technology and process improvement to successfully lead businesses through transition, including growth and strategic redirection. Ms. Egan's knowledge of the retirement industry gives her insight into the need for the financial protection benefits we provide. Ms. Egan also has experience operating in a regulated environment, serving as a director at other publicly traded companies, and with institutional and retail client services. 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 Leadership •Insurance/Financial Industry Experience •Investment Markets •Other Recent Public Company Board Experience •Regulatory/Risk Management •Technology/Digital Transformation |
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| UNUM GROUP | 26 | 2025 PROXY STATEMENT |
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| Director since 2008 Age: 68 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 from January through August 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 Leadership •Insurance/Financial Industry Experience •Other Recent Public Company Board Experience •Regulatory/Risk Management |
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| UNUM GROUP | 27 | 2025 PROXY STATEMENT |
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| Director since 2012 Age: 63 at Annual Meeting INDEPENDENT DIRECTOR COMMITTEES Audit 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 Leadership •Insurance/Financial Industry Experience •International •Investment Markets •Other Recent Public Company Board Experience •Regulatory/Risk Management |
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| UNUM GROUP | 28 | 2025 PROXY STATEMENT |
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| Director since 2022 Age: 68 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. 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 Leadership •Insurance/Financial Industry Experience •Other Recent Public Company Board Experience •Regulatory/Risk Management •Technology/Digital Transformation |
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| UNUM GROUP | 29 | 2025 PROXY STATEMENT |
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| Director since 2023 Age: 59 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 & 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 |
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| UNUM GROUP | 30 | 2025 PROXY STATEMENT |
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| Director since 2015 Age: 56 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 Leadership •Insurance/Financial Industry Experience •International •Other Recent Public Company Board Experience •Regulatory/Risk Management |
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| UNUM GROUP | 31 | 2025 PROXY STATEMENT |
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| Director since 2015 Age: 68 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 Leadership •Insurance/Financial Industry Experience •International •Investment Markets •Other Recent Public Company Board Experience •Regulatory/Risk Management |
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| UNUM GROUP | 32 | 2025 PROXY STATEMENT |
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Additional Current Director - Retiring at the Annual Meeting As noted in Item 1 of the "Items to be Voted On" on page 110, Ms. Larson will not stand for re-election and will retire from the Board at the 2025 Annual Meeting.
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| Director since 2004 Age: 75 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 Leadership •Other Recent Public Company Board Experience •Regulatory/Risk Management |
LONG-TERM INCENTIVE
| UNUM GROUP | 33 | 2025 PROXY STATEMENT |
LONG-TERM INCENTIVE
Summary of Director Nominee Qualifications and Experience This table provides a summary view of the key qualifications and backgrounds of each director nominee. The absence of a designation does not mean a director does not possess that qualification. * Tenure and age calculated as of the 2025 Annual Meeting. Tenure is rounded to the nearest year and calculated from date of first election.
LONG-TERM INCENTIVE
| UNUM GROUP | 34 | 2025 PROXY STATEMENT |
LONG-TERM INCENTIVE
The Human Capital Committee (as used in this section, the "Committee") reviews our non-employee director compensation annually and makes recommendations for any adjustments to the Board as appropriate. 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 77; and (2) a general industry sample, which consisted of 118 companies for the Committee review held in December 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 2023): •Revenues ranging from $6.9 billion at the 25th percentile to $20.2 billion at the 75th percentile (compared to Unum revenues of $12.9 billion). The use of two groups provides an indication of director pay levels both within the insurance industry as well as the broader market from which we recruit experienced directors. The Committee uses the approximate median of these groups as a reference point for setting director compensation. The Committee's consultant provided its annual analysis of non-employee director compensation at the December 2024 Committee meeting. After considering this analysis, the Committee determined that director compensation was competitively positioned relative to the Proxy Peer Group median and proposed no changes to non-employee director compensation for 2025/2026. Elements of Non-Employee Director Compensation Non-employee directors receive cash retainers and equity awards as outlined in the following table:
LONG-TERM INCENTIVE
| NON-EMPLOYEE DIRECTOR COMPENSATION | | | | 2024 Pay ($) | | All Directors | | | Annual cash retainer | 125,000 | | Annual restricted stock unit award | 175,000 | | Committee Chairs | | | Additional annual cash retainer | 25,000 | | Board Chairman | | | Additional annual cash retainer (paid 50% in cash and 50% in equity) | 225,000 |
LONG-TERM INCENTIVE
| 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 | 174,987 | 5,000 | 329,987 | | Susan L. Cross | 149,985 | 174,987 | 10,000 | 334,972 | | Susan D. DeVore | 150,000 | 174,987 | 10,000 | 334,987 | | Joseph J. Echevarria | 124,983 | 174,987 | — | 299,970 | | Cynthia L. Egan | 150,000 | 174,987 | 10,000 | 334,987 | | Kevin T. Kabat | 237,500 | 287,509 | — | 525,009 | | Timothy F. Keaney | 125,000 | 174,987 | 5,000 | 304,987 | | Gale V. King | 125,000 | 174,987 | 10,000 | 309,987 | | Gloria C. Larson (4) | 150,000 | 174,987 | 10,000 | 334,987 | | Mojgan M. Lefebvre | 124,983 | 174,987 | — | 299,970 | | Ronald P. O'Hanley | 125,000 | 174,987 | 10,000 | 309,987 |
BENCHMARKING EXECUTIVE COMPENSATION
BENCHMARKING EXECUTIVE COMPENSATION
BENCHMARKING EXECUTIVE COMPENSATION
| | | | | Proxy Peer Group Indicators | | | | | | | DIS Survey Participant(1) | Perf. Peer Group(2) | 2024 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 | ● | | ● | ● | | ● | | ● | | Corebridge Financial | ● | | | | | | | | | 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 | ● | ● | ● | | ● | ● | ● | ● |
BENCHMARKING EXECUTIVE COMPENSATION
(1)For compensation decisions made in early 2024, benchmarking comparisons were made using the 2024 Proxy Peer Group and the 2023 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 2023 DIS increased by one (Corebridge Financial) from the prior year.
BENCHMARKING EXECUTIVE COMPENSATION
| UNUM GROUP | 78 | 2025 PROXY STATEMENT |
BENCHMARKING EXECUTIVE COMPENSATION
(2)The Performance Peer Group will be used for the relative TSR comparison under the 2024 and 2025 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 93% of the peer median for the 12 months ended March 31, 2024 (the most current data as of the date of the analysis). Unum is not part of the Proxy Peer Group. Compensation Policies and 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. The company maintains an equity grant policy that provides that, except as otherwise determined by the Committee, annual awards of equity-based compensation to executive officers (including the NEOs) under the company's long-term incentive program 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. The March 1 date is intended to coincide with a time when the company is unlikely to be in possession of material nonpublic information. No stock options have been granted under the company's current long-term incentive program. Although the company does not currently grant stock options, eligible employees may also enroll to purchase shares of Unum Group common stock at a 10% discount to the closing price on the date of purchase under the terms of our 2020 Employee Stock Purchase Plan with purchases generally made on the last day of each quarter using payroll deductions accumulated during the quarter. The company also maintains a broad-based Savings-Related Share Option Scheme for the benefit of its employees in the U.K. (the “UK SAYE Plan”), which allows eligible employees to purchase options for Unum Group common stock at a 10% discount to the closing price on a designated pricing day, which, unless otherwise determined by the Committee, occurs after the filing of the company’s Annual Report on Form 10-K and before the trading window closes under the company’s insider trading policy. Grants of such options then occur within 30 days of the pricing day, in accordance with applicable U.K. regulations. No NEO currently participates in the UK SAYE Plan. The company may change its grant policy and these plans in the future. During 2024, the Committee did not consider material non-public information when determining the timing or terms of equity awards, and Unum did not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.
BENCHMARKING EXECUTIVE COMPENSATION
| UNUM GROUP | 79 | 2025 PROXY STATEMENT |
BENCHMARKING EXECUTIVE COMPENSATION
Stock Ownership and Retention Requirements Ensuring that senior officers have a significant ownership stake in the company aligns the long-term interests of management with those of the company's shareholders and promotes a culture of ownership and accountability. We require senior officers, including each current NEO, to hold a multiple of his or her base salary in Unum shares (including, as applicable, unvested restricted stock units (RSUs) and stock success units (SSUs)). These officers are required to meet the ownership requirement within five years following their date of hire or promotion. Not meeting the requirement may impact the officer's eligibility for, or amount of, future equity grants. Covered officers are required to hold all net after-tax shares acquired upon the vesting of RSUs or SSUs until the ownership requirement is met. Once the requirement is met, the officer can sell shares only to the extent that the sale would not reduce his or her holdings below the required ownership level. For purposes of calculating each senior officer's stock ownership, the Committee determined that the greater of the spot price or the preceding 12-month average closing stock price should be used to reduce volatility in outcomes. The following table presents the stock ownership and retention requirements for each current NEO. Each of the NEOs exceeded their applicable ownership requirements as of December 31, 2024.
BENCHMARKING EXECUTIVE COMPENSATION
| STOCK OWNERSHIP AND RETENTION REQUIREMENTS FOR CURRENT NEOs (as of December 31, 2024) | | | | | | | | Common Stock(1)(2) ($) | RSUs and SSUs(1)(3) ($) | Total Current Ownership(1) ($) | Ownership as Multiple of Salary | | | | | | | Owned | Required | | McKenney | 52,286,476 | 21,254,943 | 73,541,419 | 66.9x | 6x | | Zabel | 4,614,747 | 3,788,577 | 8,403,324 | 12.0x | 3x | | Pyne | 1,413,720 | 2,293,434 | 3,707,154 | 5.7x | 3x | | Iglesias | 517,210 | 2,100,197 | 2,617,407 | 4.4x | 3x | | Arnold | 2,199,072 | 1,805,302 | 4,004,374 | 7.1x | 3x |
BENCHMARKING EXECUTIVE COMPENSATION
(1)Shares were valued based on the closing stock price of $73.03 on December 31, 2024. (2)Amount includes shares held in certificate form, brokerage accounts, and 401(k) Plan accounts. (3)RSUs vest over three years and SSUs vest upon the earlier of the achievement of performance metrics or August 24, 2026 (see Vesting Schedule for Unvested Restricted Stock Units below). Hedging, Pledging and Insider Trading Policies We believe our directors and executive officers, which includes our NEOs, should not speculate or hedge their interests in our stock. We therefore have a policy prohibiting them from buying or selling options, puts, calls, straddles, equity swaps or other derivatives directly linked to our stock. This policy generally does not apply to other employees, although employees who are "corporate insiders" under our insider trading policy are prohibited from making "short sales" of our stock. We also prohibit directors and executive officers from pledging our stock as security for a loan.
BENCHMARKING EXECUTIVE COMPENSATION
| UNUM GROUP | 80 | 2025 PROXY STATEMENT |
BENCHMARKING EXECUTIVE COMPENSATION
Our insider trading policy prohibits our directors, executive officers and other employees from buying or selling our stock while in possession of material nonpublic information about the company and from conveying any such information to others. Under this policy, additional trading restrictions apply to "corporate insiders" (which includes our directors and executive officers), who are generally permitted to buy or sell our stock only during predetermined window periods following earnings announcements, and in certain cases only after they have pre-cleared the transactions with our general counsel or designee. Our insider trading policy also is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to the company when repurchasing Unum stock. A copy of our insider trading policy was filed as Exhibit 19 to our Annual Report on Form 10-K filed with the SEC on February 27, 2025. Recoupment Policies The company maintains the Unum Group Rule 10D-1 Compensation Recovery (Clawback) Policy, a clawback policy that is intended to comply with the requirements of NYSE rules implementing Rule 10D-1 under the Securities Exchange Act. Under this policy, in the event we are required to prepare an accounting restatement of our financial statements due to material non-compliance with any financial reporting requirement under the federal securities law, we will recover the excess incentive-based compensation received by any covered executive officer, including our NEOs, on or after October 2, 2023 and during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. We also maintain the Senior Officer Recoupment Policy. Under this policy, in the event that a covered executive, including each of the NEOs, has committed or engaged in any fraud or willful misconduct giving rise, or that could reasonably be expected to give rise, directly or indirectly, to any significant financial harm to the company, the Committee may recoup any portion of cash- or equity-based incentive compensation (including time and performance vesting awards) granted, vested or paid to such covered executive during the period during which such fraud or willful misconduct occurred. Accounting Considerations
ASC TOPIC 718
ASC TOPIC 718 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 2024 Form 10-K. Each year, the company provides a report to the Committee of the expense for stock-based payments. Additionally, in the event the Committee is considering new equity-based compensation programs or changes to existing programs, the accounting implications of the program or change are presented and discussed as part of the decision process. Perquisites and Other Personal Benefits We provide a limited number of perquisites and other personal benefits to our employees (including our NEOs), which are described below: •One of our largest employee locations is in Tennessee, which has no state income tax. Due to the frequency of travel between our corporate offices and other locations, employees often incur nonresident state taxes in multiple states. Therefore, when any employee travels to other company locations outside of his or her primary state of employment and incurs state income tax based on another state’s law, we pay the non-resident state taxes and provide a tax gross-up on this amount.
ASC TOPIC 718
| UNUM GROUP | 81 | 2025 PROXY STATEMENT |
ASC TOPIC 718
•Mr. McKenney is allowed 20 hours of personal use of the company aircraft paid by the company per year. This allows for effective use of Mr. McKenney's time, given the company's various locations and, with respect to certain of such locations, distance from major commercial airports. Additionally, this provides additional personal security and enables Mr. McKenney to work more productively on confidential and sensitive matters while traveling. Income is imputed to Mr. McKenney for this usage and he is responsible for the taxes incurred in connection therewith (i.e., the amount is not grossed-up for taxes). During 2024, Mr. McKenney used 17.7 hours. •The company has also entered into an aircraft time-sharing agreement with Mr. McKenney, pursuant to which he agrees to reimburse the company for the costs of his personal use of the company aircraft above the 20 annual hours allowed. During 2024, Mr. McKenney did not use the aircraft time-sharing arrangement. •U.S.-based Executive Vice Presidents and the CEO, which includes all of our NEOs, receive executive financial counseling and tax planning services. While the company provides financial planning services to all employees, we provide supplemental services to executives due to the amount of pay they have at risk and other complexities of their compensation packages. •A tax gross-up is provided to employees who incur income on company-sponsored events where attendance is expected, including a limited number of events we host each year to recognize the contributions of various employees. These functions serve specific business purposes, and in some cases the attendance of a NEO and his or her spouse or guest is expected. If so, we attribute income to the NEO for these costs when required under Internal Revenue Service regulations. •For more information, see the All Other Compensation table. Retirement and Workplace Benefits We provide a competitive benefits package for employees (including our NEOs) and their dependents, portions of which are paid for, in whole or in part, by the employee. Among the retirement benefits we offer are: The Unum Group 401(k) Retirement Plan We offer a 401(k) plan to all regular U.S. employees who meet eligibility requirements, under which a portion of employee contributions is matched. •We match dollar-for-dollar up to 5% of base salary and any recognized sales and performance-based incentive compensation for employee contributions into the plan. •New hires are automatically enrolled in the qualified 401(k) Plan at a 5% deferral rate 45 days after hire but are able to make adjustments to their deferral rate. •We make an additional non-elective contribution of 4.5% of earnings for all eligible employees. We also offer a separate, non-qualified defined contribution plan (Non-Qualified Plan) for employees whose benefits under the tax-qualified plan are limited by the Internal Revenue Code (the "Code").
ASC TOPIC 718
| UNUM GROUP | 82 | 2025 PROXY STATEMENT |
ASC TOPIC 718
Other Workplace Benefits
ASC TOPIC 718
| | 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 |
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 | 2024 | 1,100,000 | — | 5,343,726(1) | 10,776,651(2) | —(5) | 1,172,684(6) | 18,393,061 | | | 2023 | 1,100,000 | — | 4,499,992 | 13,185,751(3) | 78,000 | 863,479 | 19,727,222 | | | 2022 | 1,090,385 | — | 4,200,000 | 3,761,828(4) | — | 551,176 | 9,603,389 | | Steven A. Zabel | | | | | | | | | | Executive Vice President, Chief Financial Officer | 2024 | 692,308 | — | 1,247,389(1) | 2,582,450(2) | — | 365,987(6) | 4,888,134 | | | 2023 | 656,154 | — | 880,002 | 2,737,337(3) | — | 418,598 | 4,692,091 | | | 2022 | 637,116 | 129,016(4) | 773,445 | 1,290,160(4) | — | 174,770 | 3,004,507 | | Christopher W. Pyne | | | | | | | | | | Executive Vice President, Group Benefits | 2024 | 595,192 | — | 915,319(1) | 1,164,105(2) | —(5) | 213,542(6) | 2,888,158 | | Lisa G. Iglesias | | | | | | | | | | Executive Vice President, General Counsel | 2024 | 593,269 | — | 528,299(1) | 1,314,201(2) | — | 176,091(6) | 2,611,860 | | | 2023 | 565,000 | — | 450,596 | 1,718,581(3) | — | 163,076 | 2,897,253 | | | 2022 | 562,116 | — | 371,240 | 843,174(4) | — | 125,588 | 1,902,118 | | Timothy G. Arnold | | | | | | | | | | Executive Vice President, Voluntary Benefits & President, Colonial Life | 2024 | 559,231 | — | 487,528(1) | 1,199,338(2) | 43,000(5) | 295,465(6) | 2,584,562 | | | 2023 | 533,077 | — | 328,104 | 1,486,693(3) | 179,000 | 367,631 | 2,894,505 | | | 2022 | 520,199 | — | 343,768 | 741,284(4) | — | 272,438 | 1,877,689 |
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 | 565,000 | — | | Pyne | Qualified | 22.00 | 772,000 | — | | | Excess | 22.00 | 968,000 | — | | Arnold | Qualified | 28.83 | 1,210,000 | — | | | Excess | 28.83 | 615,000 | — |
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 | 254,313 | 483,194 | 1,134,400 | — | 7,841,897 | | Zabel | Non-Qualified DC | 82,472 | 156,697 | 199,881 | — | 1,338,994 | | Pyne | Non-Qualified DC | 87,833 | 104,302 | 330,421 | — | 2,599,677 | | Iglesias | Non-Qualified DC | 215,764 | 102,488 | 314,546 | — | 2,742,077 | | Arnold | Non-Qualified DC | 92,322 | 87,706 | 567,905 | — | 3,173,146 |
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.
TERMINATIONS NOT RELATED TO A CHANGE IN CONTROL
| UNUM GROUP | 96 | 2025 PROXY STATEMENT |
TERMINATIONS NOT RELATED TO A CHANGE IN CONTROL
NEOs receive additional benefits depending upon the termination scenario as outlined in the following table:
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 | | Long-Term Incentive Distribution(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 | |
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 retires from the company, or is terminated without cause or resigns for good reason, his outstanding RSUs will be distributed on the first day following the six-month anniversary of the termination date to comply with Code Section 409A, under the terms of the award agreements. Additionally, he would be eligible to receive his outstanding CIUs based on actual performance at the end of the three-year performance cycle. Messrs. Zabel, Pyne and Arnold and Ms. Iglesias are also eligible for retirement status under the terms of the Stock Incentive Plan of 2017 and 2022 Stock Incentive Plan. Therefore, if they are terminated without cause or retire from the company, their unvested RSUs (with the exception of Mr. Pyne's February 2024 grant which does not have a retirement feature) will be distributed on the first day following the six-month anniversary of the termination date to comply with Code Section 409A, under the terms of the award agreements and they would be eligible to receive their 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 RSUs (other than Mr. Pyne's February 2024 grant which does not have a retirement feature) will vest and be distributed on the first day following the six-month anniversary of the termination date to comply with Code Section 409A. 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.
TERMINATIONS NOT RELATED TO A CHANGE IN CONTROL
| UNUM GROUP | 97 | 2025 PROXY STATEMENT |
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 2024 annual total compensation of the median employee as of December 31, 2024 was $83,155. The 2024 annual total compensation of Richard McKenney, our Chief Executive Officer, was $18,393,061. The ratio of these amounts (also referred to as the "CEO pay ratio") was 1‑to‑221. 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. To identify our median employee, we began with our active employee population of approximately 10,818 employees as of December 31, 2024 (after excluding 376 employees in Poland as permitted by SEC rules). For these purposes, we identified the median compensated employee using base salary or hourly wages earned during fiscal 2024 and cash bonus paid for fiscal 2024. 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 handling higher indemnity, more complex claims or larger corporate accounts. This employee is located in the eastern United States. To calculate the CEO pay ratio for 2024, we identified the elements of our median employee's compensation for 2024 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 $83,155.
CEO PAY RATIO
| UNUM GROUP | 101 | 2025 PROXY STATEMENT |
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 56. 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 last five completed fiscal years.
CEO PAY RATIO
| PAY VERSUS PERFORMANCE TABLE | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | CSM: After-Tax Adjusted Operating Earnings Per Share(8) | | | SCT Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average SCT Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (in millions)(7) | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2024 | 18,393,061 | 27,044,542 | 3,243,179 | 4,230,563 | 307.2 | 171.9 | 1,779.1 | 8.44 | | 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 | 6.40 | | 2021 | 9,349,680 | 11,191,987 | 2,351,144 | 2,586,034 | 93.6 | 123.7 | 981.0 | 4.48 | | 2020 | 13,258,738 | 11,827,507 | 2,747,103 | 2,451,121 | 83.7 | 90.5 | 793.0 | 4.93 |
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 provided by SEC rules (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.
CEO PAY RATIO
| UNUM GROUP | 102 | 2025 PROXY STATEMENT |
CEO PAY RATIO
| COMPENSATION ACTUALLY PAID TO PEO | | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | SCT Total | $18,393,061 | $19,727,222 | $9,603,389 | $9,349,680 | $13,258,738 | | Less, value of Stock Awards reported in SCT | (5,343,726) | (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 | 8,046,480 | 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 | 5,366,316 | 1,199,304 | 4,672,711 | 1,535,973 | (954,629) | | Plus (less), change in fair value from prior year-end vesting date of equity awards granted in prior years that vested in the year | 582,411 | 1,123,266 | 7,486,190 | 546,914 | (867,082) | | Plus, pension service cost for services rendered during the year | — | — | — | — | — | | CAP to Mr. McKenney | $27,044,542 | $22,041,904 | $24,123,228 | $11,191,987 | $11,827,507 |
CEO PAY RATIO
(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 2024, Messrs. Zabel, Pyne, and Arnold and Ms. Iglesias; for 2023, 2022 and 2020, Messrs. Zabel, Simonds and Arnold and Ms. Iglesias; and (ii) for 2021, Messrs. Zabel, Simonds, 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 provided by SEC rules (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.
CEO PAY RATIO
| AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS | | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | | Average SCT Total | $3,243,179 | $3,754,292 | $2,588,735 | $2,351,144 | $2,747,103 | | Less, average value of Stock Awards reported in SCT | (794,634) | (711,678) | (612,736) | (539,057) | (1,293,689) | | Less, average Change in Pension Value reported in SCT | (10,750) | (81,000) | — | — | (166,750) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 1,203,554 | 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 | 528,164 | 167,404 | 646,295 | 198,884 | (108,536) | | Plus (less), change in fair value from prior year-end vesting date of equity awards granted in prior years that vested in the year | 61,050 | 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 | $4,230,563 | $4,004,378 | $4,574,016 | $2,586,034 | $2,451,121 |
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.
CEO PAY RATIO
| UNUM GROUP | 103 | 2025 PROXY STATEMENT |
CEO PAY RATIO
(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). (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 a non-GAAP financial measure. Information about the non-GAAP financial measures used in this proxy statement is set forth in "A Note About Non-GAAP financial measures" on page 2. For a reconciliation of the most directly comparable GAAP financial measure to the non-GAAP financial measure, refer to Appendix B of this proxy statement. 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 2024, like many other companies, we 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. Beginning 2022 and continuing through 2024, 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. •2024: The CAP to our PEO and average CAP to other NEOs increased relative to 2023, by 22.7% and 5.6% respectively. These changes were reflective of 10.2% growth in after-tax adjusted operating earnings per share, 38.6% growth in net income and TSR well above the S&P 500 Life & Health Index. Another key factor was a significant increase in our stock price during 2024. •2023: The CAP to our PEO and average CAP to other NEOs decreased relative to 2022, by 8.6% and 12.5%, respectively. There was an 8.8% 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% 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 average CAP to 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% growth in after-tax adjusted operating earnings per share, 43.4% 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% 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
CEO PAY RATIO
| UNUM GROUP | 104 | 2025 PROXY STATEMENT |
CEO PAY RATIO
impacted than the S&P Life & Health Index and other peer companies due in part to the impact of historically 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. Financial Performance Measures The metrics that the company uses for both short- and long-term incentive awards are selected based on an objective of incentivizing NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the company to link executive compensation actually paid to the PEO and other NEOs, for the most recently completed fiscal year, to the company’s performance are as follows:
CEO PAY RATIO
| Most Important Performance Measures | | After-tax adjusted operating earnings per share(1) | | Earned premium(2) | | Sales | | Relative total shareholder return |
CEO PAY RATIO
(1) After-tax adjusted operating earnings per share is a non-GAAP financial measure. Information about the non-GAAP financial measures used in this proxy statement is set forth in “A Note About Non-GAAP Financial Measures” on page 2. For a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures, refer to Appendix B of this proxy statement. (2) Earned premium is calculated for our core operations (Unum U.S., Unum International, and Colonial Life).
CEO PAY RATIO
| UNUM GROUP | 105 | 2025 PROXY STATEMENT |