UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

~~Filed by the Registrant x Filed by a Party other than the Registrant ¨~~

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Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		Preliminary Proxy Statement
¨ ☐	~~Preliminary Proxy Statement~~
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x ☒		Definitive Proxy Statement
¨ ☐		Definitive Additional Materials
¨ ☐		Soliciting Material Pursuant to §240.14a-12

Unum Group

~~Unum Group~~

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):



(1)	~~(1)~~	Title of each class of securities to which the transaction applies:

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	~~(4)~~	(4)	Proposed maximum aggregate value of the transaction:

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(1)	~~(1)~~	Amount Previously Paid:

	~~(2)~~	(2)	Form, Schedule or Registration Statement No.:

	~~(3)~~	(3)	Filing Party:

	~~(4)~~	(4)	Date Filed:

TABLE OF CONTENTS

NOTICE OF 2021 ANNUAL MEETING			1
A NOTE ABOUT NON-GAAP FINANCIAL MEASURES			2
PROXY SUMMARY			4
Key Corporate Governance and Executive Compensation Items			4
Performance Highlights			6
Capital Generation for Shareholders			9
Total Shareholder Return			9
2020 CEO Compensation Summary			10
Voting Matters			16
CORPORATE GOVERNANCE			17
Board Overview			17
Board Evaluation Process			20
Process for Selecting and Nominating Directors			21
INFORMATION ABOUT THE BOARD OF DIRECTORS			23
Director Nominees			23
Summary of Director Qualifications and Experience			29
Director Independence			30
Director Compensation			30
BOARD AND COMMITTEE GOVERNANCE			34
Corporate Governance Guidelines			34
Board Leadership Structure			34
Board Meetings and Attendance			35
Committees of the Board			35
Limits on Board and Audit Committee Service			37
The Board's Role in Risk Oversight			37
Director Retirement Policy			38
Compensation Committee Interlocks and Insider Participation			39
Related Party Transactions and Policy			39
Codes of Conduct and Ethics			40
OTHER GOVERNANCE MATTERS			41
Shareholder Engagement			41
Environmental, Social and Governance			42
REPORT OF THE AUDIT COMMITTEE			48
COMPENSATION DISCUSSION AND ANALYSIS			51
Business and Performance Review			51
2020 Say-on-Pay Vote and Shareholder Outreach			55
Compensation Program Structure			56

Roles of the Committee, Chief Executive Officer and Consultant			57
Components of Executive Compensation			61
Key Compensation Decisions			62
Annual and Long-Term Incentive Programs			66
Performance Assessment and Highlights			74
Compensation Policies and Practices			80
Retirement and Workplace Benefits			83
COMPENSATION COMMITTEE REPORT			86
COMPENSATION TABLES			87
2020 Summary Compensation Table			87
2020 Grants of Plan-Based Awards			90
2020 Outstanding Equity Awards at Fiscal Year-End			92
Vesting Schedule for Unvested Restricted Stock Units			93
2020 Option Exercises and Stock Vested			93
Current Value of Pension Benefits			94
Non-Qualified Deferred Compensation			95
POST-EMPLOYMENT COMPENSATION			96
CEO PAY RATIO			102
OWNERSHIP OF COMPANY SECURITIES			103
Security Ownership of Certain Shareholders			105
Delinquent Section 16(a) Reports			105
ITEMS TO BE VOTED ON			106
Election of Directors			106
Advisory Vote to Approve Executive Compensation			106
Ratification of Appointment of Independent Registered Public Accounting Firm			107
ABOUT THE 2021 ANNUAL MEETING			109
ADDITIONAL INFORMATION			114
APPENDIX A			117
Reconciliation of Non-GAAP Financial Measures			117

~~TABLE OF CONTENTS~~

NOTICE OF 2018 ANNUAL MEETING
5

Compensation Program Structure

PROXY SUMMARY
6

and Committee Decisions
50
Performance Highlights
6

Individual Performance Assessments
55
Capital Generation for Shareholders
8

Company Performance Targets
58
Total Shareholder Return
9

Compensation Decisions
63
2017 Say-on-Pay Vote and Shareholder

Severance and Change in Control Arrangements
72
Outreach
10

Compensation Policies and Practices
73
Key Corporate Governance and Executive

REPORT OF THE HUMAN CAPITAL COMMITTEE
75
Compensation Practices
11

COMPENSATION TABLES
76
Voting Items
12

2017 Summary Compensation Table
76
CORPORATE GOVERNANCE
13

2017 Grants of Plan-Based Awards
79
Board Overview
13

2017 Outstanding Equity Awards at Fiscal

Board Evaluation Process
16

Year-End
80
Process for Selecting and Nominating Directors
17

Vesting Schedule for Unvested Restricted

INFORMATION ABOUT THE BOARD OF DIRECTORS
19

Stock Units
81
Director Nominees
19

2017 Option Exercises and Stock Vested
81
Additional Current Director - Retiring at the

POST-EMPLOYMENT COMPENSATION
82
2018 Annual Meeting
24

Pension Benefits
82
Summary of Director Qualifications and Experience
25

Non-Qualified Deferred Compensation
85
Director Independence
26

Other Post-Employment Payments
86
Director Compensation
26

CEO PAY RATIO
92
BOARD AND COMMITTEE GOVERNANCE
30

OWNERSHIP OF COMPANY SECURITIES
93
Corporate Governance Guidelines
30

Security Ownership of Certain Shareholders
94
Board Leadership Structure
30

Section 16(a) - Beneficial Ownership

Board Meetings and Attendance
31

Reporting Compliance
95
Committees of the Board
32

ITEMS TO BE VOTED ON
96
Limits on Board and Audit Committee Service
34

Election of Directors
96
The Board's Role in Risk Oversight
34

Advisory Vote to Approve Executive

Director Retirement Policy
35

Compensation
96
Compensation Committee Interlocks

Ratification of Appointment of Independent

and Insider Participation
36

Registered Public Accounting Firm
97
Related Party Transactions and Policy
36

Approval of an Amended and Restated Certificate

Codes of Conduct and Ethics
37

of Incorporation, Including the Elimination of

OTHER GOVERNANCE MATTERS
38

Supermajority Voting Requirements
98
Shareholder Engagement
38

ABOUT THE 2018 ANNUAL MEETING
100
Corporate Social Responsibility
38

ADDITIONAL INFORMATION
104
REPORT OF THE AUDIT COMMITTEE
41

APPENDIX A
107
COMPENSATION DISCUSSION AND ANALYSIS
44

Reconciliation of Non-GAAP Financial Measures
107
Business and Performance Review
44

APPENDIX B
113
Executive Compensation
49

Amended and Restated Certificate of Incorporation
113
Key Practices
49

2017 Say-on-Pay Vote and Shareholder

Outreach
49

We are furnishing proxy materials, including this proxy statement, in connection with the solicitation of proxies on behalf of the Board of Directors, to be voted at the ~~2018~~2021 Annual Meeting of Shareholders of Unum Group and at any adjournment or postponement thereof. Our proxy materials are first being mailed and made available electronically to shareholders on or about April ~~12, 2018.~~15, 2021.

2021 PROXY STATEMENT



~~2018 PROXY STATEMENT~~	3

TABLE OF CONTENTS

A LETTER FROM OUR BOARD OF DIRECTORS

April ~~12, 2018~~15, 2021

Dear Fellow Shareholder:

At Unum, our purpose is to help the working world thrive throughout life's moments, a calling that is particularly relevant today as our company faces the ongoing challenges of the COVID-19 global pandemic. More than 38 million employees and their families turn to Unum for their financial protection, and the $7.6 billion in benefits paid last year helped safeguard millions of people during some of the most difficult moments of their lives. Unum also partners with more than 180,000 companies to protect and retain their employees and navigate today's complex leave laws.

Like many companies, Unum faced uncertainty throughout much of 2020 as the pandemic caused significant disruption to global markets, employment and business. Slowing economic activity pressured sales and premium growth, while increased claim and leave volumes drove higher expenses. Although this dynamic interrupted 14 years of growth in after-tax adjusted operating earnings per share, Unum still maintained healthy margins in the business, saw stable premium income and produced $793 million of net income and more than $1 billion in after-tax adjusted operating earnings.

In March 2020, the company shifted employees to remote working to ensure their health and safety in response to the pandemic. In addition to providing the technology and equipment to enable fully remote work, new flexible work schedules and access to enhanced caregiver and mental health resources also helped employees navigate the unique challenges of the pandemic. Technology upgrades made over the last few years, along with a robust business continuity planning process, allowed Unum to quickly adjust to the changing dynamics of the outbreak. The operational agility and resiliency demonstrated by the company and its people ensured our ability to continue delivering on commitments and strengthening the service and expertise provided to customers.

Senior management also took the important step early last year to appoint a Chief Operating Officer for the enterprise to help Unum better navigate opportunities ahead. This builds on our significant past successes while better leveraging knowledge and capabilities across the enterprise. By beginning to align to this new operating model before the start of the pandemic, Unum was able to quickly shift resources and deploy new capabilities to meet the evolving needs of customers. Moving forward, these and other changes better align enterprise resources to strategic goals and position us to accelerate growth, improve outcomes and strengthen our value proposition as the economy recovers.

Unum is committed to reaching more people with valuable financial protection coverage. Over the last few years, investments to expand the product offerings and geographic footprint of Unum have produced important competitive advantages. In the U.S., dental and vision expansion is deepening relationships with existing clients and opening doors with new customers. In Europe, growth is driven by the company's new consumer-focused Benni platform, which connects valuable health resources with customers through our Help@Hand initiative, and by expanding into the Polish market. Unum continues to make investments in digital capabilities and people to enhance the experience for customers.

In spite of delivering consistent profitability over more than a decade, total shareholder return has lagged Unum’s peers and the broader market in recent years. During 2020, the company faced a challenging environment, including continued negative investor perceptions surrounding the long-term care (LTC) industry and concerns about the ongoing impact of historically low interest rates on our sector. We believe this does not reflect the continued strong financial and operational performance of the core businesses or the actions taken in the Closed Block. The leadership team has and will continue to actively manage the closed LTC business and recently completed a transaction reinsuring most of the closed individual disability business to a counterparty. Although Unum will continue to administer the reinsured business, this move will enhance financial flexibility and help fund future growth.



We’re pleased to report that Unum delivered record earnings in 2017, continuing our tradition of delivering strong results for our shareholders and customers. This performance translated into another profitable year for our shareholders. We saw healthy growth in our stock price, generated significant capital in our businesses and executed a robust program of returning value to our investors. As a result, our total shareholder return outpaced our peers and the broader S&P 500, not only for 2017 but over longer periods of time. We achieved these results by remaining focused on what we do best - providing benefits that protect the livelihoods of individuals and their families. We’re an integral part of the safety net for more than 35 million people, and our disciplined approach to running our business is why people have counted on us for 170 years. A central role of our Board is to ensure the company maintains good governance practices, and that starts with strong leadership. In 2017, we continued the orderly leadership transition begun a few years ago with the election of Kevin Kabat as our Chairman at last year’s Annual Meeting. Through this leadership transition and others in the past, Unum has always maintained a thorough approach to corporate governance that assesses risk, ensures regulatory compliance, and provides oversight of compensation, investment activity and other financial matters. We also conduct a regular outreach and engagement program that ensures we receive valuable feedback from our shareholders on a variety of topics. Corporate sustainability is one topic that is getting more attention among investors these days, however, it's not new to us. With millions of people depending on the coverage we provide, Unum understands the importance of helping others. That philosophy permeates everything we do - from advocating for access to benefits and investing in the wellbeing of our people, to improving our local communities and minimizing the impact we have on our environment. You can learn more about our responsibility efforts on our website. While 2017 was a banner year, we look forward with even greater confidence. The leadership positions we enjoy in our markets and the investments we’re making in our products and customer experience allow us to operate from a position of strength. We’re also poised to capitalize on what we believe are good growth opportunities for the future. Our success as a company depends on our 10,000 employees who support our customers every day, and they deserve all our thanks for a job well done. On behalf of them, we thank you for your investment in Unum and for the trust you place in us to represent your interests as a shareholder.

2021 PROXY STATEMENT

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A LETTER FROM OUR BOARD OF DIRECTORS



4	~~2018 PROXY STATEMENT~~

Through a continued focus on proactively managing the Closed Block segment and a history of strong performance in core business operations, we're confident that the market will recognize the significant value of Unum as an investment over the long term.

As a Board, we're committed to representing the interests of our shareholders and driving Unum's long- term success through good corporate governance. We take a thorough approach to governance that assesses performance and risk, demands regulatory compliance, and provides oversight of compensation, investment activity and other financial matters. Additionally, we conduct a regular outreach and engagement program that ensures we receive valuable feedback from shareholders on a variety of topics.

More broadly, we — and the entire leadership team at Unum — recognize the obligations we have to all key stakeholders, including shareholders, customers, employees, suppliers and communities, and we strive to deliver on those commitments. This focus on doing the right thing and making a difference also guides Unum's approach to sustainability and social responsibility. Our company advocates for greater access to benefits because the need in our society is real. Our people work to make our local communities better places to live. We also seek to reduce the impact we have on our environment because it improves the quality of the world around us.

Operating with integrity and compassion is deeply embedded in the culture of Unum. We're pleased to share that Unum was named as one of the World's Most Ethical Companies earlier this year by The Ethisphere Institute, a significant honor and a validation of efforts in this area. The company's We Are Unum principles and Code of Conduct are important guides for how employees approach their work each day. Investments in developing Unum employees — including striving for inclusion and smart succession planning throughout the organization — are a critical part of ensuring they remain well-equipped to deliver on Unum's promises today and in the years ahead. As a Board, we monitor Unum's culture through feedback from employee engagement surveys, the ethics hotline and other processes to ensure the company remains true to its values.

While 2020 presented a variety of challenges for Unum, it also demonstrated the value of our products and services, the strength of our business and brand, and the resiliency of our people. Focusing on enhancing customer experience, improving operating effectiveness and expanding into new markets produced solid financial results in a difficult environment and supported the capital needs of the business. As a result, we're confident Unum is well-positioned for the longer term.

On behalf of the more than 10,000 employees and entire leadership team at Unum, thank you for your continued support of the company.

2021 PROXY STATEMENT

TABLE OF CONTENTS

NOTICE OF ~~2018~~2021 ANNUAL MEETING OF SHAREHOLDERS

NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS

~~NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS~~

DATE: Thursday, May 27, 2021

TIME: 10:00 a.m. Eastern Daylight Time

VIRTUAL MEETING SITE:

The 2021 Annual Meeting of Shareholders of Unum Group (the “company”) will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/UNM2021.

In light of the continuing COVID-19 pandemic, the Board of Directors has determined to hold a virtual-only annual meeting to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. We believe this is the right choice for the company at this time, as it enables engagement with our shareholders, regardless of size, resources or physical location, while safeguarding the health and wellbeing of our shareholders, employees, members of the Board and management. We are committed to ensuring shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/UNM2021.

To attend the virtual meeting, you will need the 16-digit control number included on your Notice Regarding the Internet Availability of Proxy Materials (“Notice”), proxy card, or voting instruction form, or legal proxy. The meeting webcast will begin promptly at 10:00 a.m. Eastern Daylight Time on May 27, 2021. We encourage you to access the meeting prior to the start time. Online check-in will begin approximately 15 minutes prior to the start time, and you should allow ample time for the check- in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting, please call the technical support number that will be posted on the virtual meeting log-in page.

For further details, see “About the 2021 Annual Meeting” beginning on page 109.

WHO CAN VOTE:

Shareholders of record of the company’s common stock (NYSE: UNM) at the close of business on March 29, 2021, are entitled to vote at the meeting and any adjournment or postponement of the meeting.

Election of Eleven Directors

106

~~Voting Items~~

~~DATE:~~ ~~Thursday, May 24, 2018~~

~~Election of Directors~~

~~p. 96~~

~~TIME:~~ ~~10 a.m. Eastern Daylight Time~~

~~LOCATION:~~ ~~1 Fountain Square,~~

Advisory Vote to Approve Executive Compensation

~~p. 96~~

106

~~Chattanooga, TN 37402~~

~~WEBSITE:~~ ~~www.envisionreports.com/unm~~

Ratification of Appointment of Independent Public Accounting Firm

~~p. 97~~

~~Approval of an Amended and Restated Certificate of Incorporation, Including the Elimination of Supermajority~~

~~Voting Requirements~~107

~~p. 98~~

~~We mailed this Proxy Statement or a Notice of Internet Availability of Proxy Materials on April 12, 2018.~~

~~How to vote~~

Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instructions form or Notice of Internet Availability in hand and follow the instructions below.

~~Attending~~

~~Mail~~

You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under "About the Annual Meeting" in the attached proxy statement.

~~Who can vote~~

Shareholders of record of the company’s common stock (NYSE: UNM) at the close of business on March 26, 2018, are entitled to vote at the meeting and any adjournments or postponements of the meeting.

~~Proxy Services, c/o Computershare Investor Services,~~

~~P.O. Box 43126, Providence, Rhode Island 02940-5138~~

~~Deadline: Close of business day on May 23, 2018~~

~~Telephone~~

~~1-800-652-VOTE (8683)~~

~~Deadline: 2:00 a.m. Eastern Daylight Time, May 24, 2018~~

~~Internet~~

~~www.envisionreports.com/unm~~

~~Deadline: 2:00 a.m. Eastern Daylight Time, May 24, 2018~~

~~Shareholders also~~In addition to the voting items listed above, shareholders will transact any other business that may properly come before the ~~meeting.~~

~~Management~~meeting or any adjournment or postponement thereof. There will also ~~review~~be a report on the ~~company’s 2017 performance and its outlook for~~company's business.

HOW TO VOTE:

Your vote is important. We encourage you to vote your shares as soon as possible, even if you plan to attend the ~~future.~~meeting online. Many of our shareholders may vote by following the instructions below to vote via the internet, by telephone, or, if you have received a printed version of these proxy materials, by mail. You will need the 16-digit control number included on your Notice, proxy card, or voting instruction form.

Internet			www.proxyvote.com (if in advance of meeting) Deadline: 11:59 p.m. Eastern Daylight Time, May 26, 2021 You may also vote your shares during the meeting at www.virtualshareholdermeeting.com/UNM2021.
Telephone			1-800-690-6903 or the telephone number on your voting instruction form Deadline: 11:59 p.m. Eastern Daylight Time, May 26, 2021
Mail			Vote Processing c/o Broadridge 51 Mercedes Way, Edgewood, NY 11717 Receipt due by close of business day on May 26, 2021

If the proxy materials you received do not have a 16-digit control number, you my vote by following the instructions on the Notice or voting instruction form that you received.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be ~~Held~~held on May ~~24, 2018:~~27, 2021: The proxy statement and annual report to shareholders are available at ~~www.envisionreports.com/unm.~~www.proxyvote.com.

J. Paul Jullienne

Vice President, Managing Counsel and Corporate Secretary

April 15, 2021

~~J. Paul Jullienne~~2021 PROXY STATEMENT 1

~~Vice President, Managing Counsel~~

TABLE OF CONTENTS

A NOTE ABOUT NON-GAAP FINANCIAL MEASURES

In this proxy statement, we present certain measures of our performance that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP), which we use for purposes of setting executive compensation and ~~Corporate Secretary~~evaluating our performance. Non-GAAP financial measures exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with GAAP, which are set forth below:

~~April 12, 2018~~OPERATING RESULTS ($ in millions, except per share data) — GAAP FINANCIAL MEASURES

	Year Ended December 31
	2020	2019	2018
Net Income	$793.0	$1,100.3	$523.4
Net Income per share*	$3.89	$5.24	$2.38
Total Stockholders' Equity (book value)	$10,871.0	$9,965.0	$8,621.8
Total Stockholders' Equity (book value) per share	$53.37	$49.10	$40.19
Return on Equity	7.6%	11.8%	5.8%

* Assuming dilution

This proxy statement refers to the following non-GAAP financial measures, which we believe are helpful performance measures and indicators of revenue, profitability and underlying trends in our business:

ADJUSTED OPERATING RESULTS ($ in millions, except per share data) — NON-GAAP FINANCIAL MEASURES

	Year Ended December 31
	2020	2019	2018
After-Tax Adjusted Operating Income⁽¹⁾	$1,005.4	$1,140.6	$1,145.0
After-Tax Adjusted Operating Income per share	$4.93	$5.44	$5.20
Book value, excluding AOCI⁽²⁾	$10,496.8	$9,927.7	$9,436.0
Book value, excluding AOCI, per share	$51.54	$48.92	$43.98
Adjusted Operating Return on Equity⁽³⁾	10.7%	12.8%	13.2%
Adjusted Operating Return on Equity (in core operations)	14.1%	17.2%	17.8%

⁽¹⁾

After-tax adjusted operating income is defined as net income adjusted to exclude after-tax net realized investment gains or losses and the 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.

⁽²⁾	We sometimes refer to book value, excluding accumulated other comprehensive income (AOCI), as “adjusted book value.”

~~2018 PROXY STATEMENT~~

⁽³⁾

5Adjusted operating return on equity is calculated using after-tax adjusted operating income or loss and excludes from equity the unrealized gain or loss on securities and net gain on hedges.

2 2021 PROXY STATEMENT

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A NOTE ABOUT NON-GAAP FINANCIAL MEASURES

Realized investment gains or losses and unrealized gains or losses on securities and net gains on hedges depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our company. As announced in December 2020, we have exited a substantial portion of our Closed Block individual disability products through a series of reinsurance agreements. As a result, we exclude the amortization of the cost of reinsurance that was recognized upon the exit of the business related to the ceded reserves for the cohort of policies on claim status. We believe that the exclusion of the amortization of the cost of reinsurance provides a better view of our results from our ongoing businesses. Book value per common share excluding AOCI, certain components of which tend to fluctuate depending on market conditions and general economic trends, is an important measure. We may at other times exclude certain other items from our discussion of financial ratios and metrics in order to enhance the understanding and comparability of our operational performance and the underlying fundamentals, but this exclusion is not an indication that similar items may not recur and does not replace the comparable GAAP financial measures in the determination of overall profitability.

For a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures, refer to Appendix A of this proxy statement.

2021 PROXY STATEMENT 3

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PROXY SUMMARY

This summary is intended to highlight certain key information contained in this proxy statement that we believe will assist your review of the business items to be voted on at the ~~2018~~2021 Annual Meeting of Shareholders of Unum Group (the ~~"2018~~“2021 Annual ~~Meeting"~~Meeting”). As it is only a summary, we encourage you to review the full proxy statement, ~~and~~as well as our annual report on Form 10-K for the year ended December 31, ~~2017~~2020 (the ~~"2017~~“2020 Form ~~10-K"~~10-K”), for more complete information about these topics.

Key Corporate Governance and Executive Compensation Items

2020 Say-on-Pay Vote and Shareholder Outreach

Our 2020 shareholder advisory vote to approve executive compensation passed with 94% support. In the Fall of 2020, as in prior years, we contacted our top 50 shareholders, representing over 73% of our outstanding shares, and requested meetings to discuss our compensation programs and other topics. Seven shareholders, representing approximately 24% of our outstanding shares, accepted our invitation for engagement, and we met with each of them. Our independent Human Capital Committee Chair joined each of these meetings. Another five shareholders, representing approximately 19% of our outstanding shares, responded that a meeting was not necessary. Details of 2020 feedback received can be found on page 55.

Corporate Governance and Executive Compensation Practices

		A pay-for-performance philosophy
		Annual say-on-pay votes
		Programs that mitigate undue risk taking in compensation
		Independent compensation consultant to the Human Capital Committee
		No golden parachute excise tax gross-ups
		Minimal perquisites
		No NEO employment agreements

		Double-trigger provisions for severance
		Restrictive covenants in our long-term incentive grant agreements
		Clawback provisions
		A balance of short- and long-term incentives
		Robust stock ownership and retention requirements
		Relevant peer groups for benchmarking compensation
		In-depth performance assessments of executives

		All directors other than the CEO are independent, including the Board Chairman
		All Board Committees fully independent
		Commitment to diversity at the Board level and within the enterprise

		High meeting attendance by directors (average attendance of 98% in 2020)
		Limits on outside board and audit committee service

4 2021 PROXY STATEMENT

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PROXY SUMMARY

		Annual election of directors
		Majority vote requirement for directors (in uncontested elections)
		Proxy access rights
		Shareholder right to call special meetings
		Annual, proactive shareholder engagement
		Independent Board chair

		No supermajority vote requirements
		Anti-pledging and anti-hedging policies applicable to executives and directors
		Annual Board, committee, and individual director evaluations
		Regular executive sessions of independent directors
		No poison pill
		Board-level oversight of ESG

2021 PROXY STATEMENT 5

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PROXY SUMMARY

Performance Highlights

~~Unum had~~The COVID-19 pandemic substantially impacted Unum's financial performance in 2020. Growth trends in sales, premiums and earnings that occurred in the first quarter were disrupted by the shock to employment levels and the economy that began in the spring as the pandemic took root in the U.S. and Europe. The slowing economic activity drove sales and premium results lower. This combined with higher volumes in our short-term disability business, elevated expenses in our leave management business and higher mortality in our life insurance business to drive a ~~very successful year~~decrease in ~~2017 as we delivered consistent financial and operating performance, and continued our growth trends, leading to record after-tax adjusted operating~~ earnings per share. We maintained market-leading positions and a strong value proposition with customers and brokers, and focused on expanding our product and geographic footprint. Our disciplined business approach helped us maintain attractive profit margins and a high level of customer satisfaction. These results were despite a challenging environment, includingfor the ~~pressure of~~year. Additional headwinds included higher unemployment, continued low interest rates and the uncertainty in the U.K. due to Brexit.

Despite the challenging environment, we produced $793 million of net income and more than $1 billion in after-tax adjusted operating income, while experiencing strong persistency and stable premium results, and maintaining healthy margins. We maintained market-leading positions and delivered on our purpose of helping the working world thrive throughout life's moments. The pandemic reinforced the social value of the benefits we provide to working people and their families and highlighted our already strong value proposition with customers and brokers. Investments in our technology and people furthered our digital transformation efforts and allowed us to reach our customers in innovative ways. Our robust business continuity planning allowed us to swiftly shift to remote work early in the year, providing seamless service to our clients and maintaining a high level of customer satisfaction.

Financial Highlights¹⁽¹⁾

Below are financial highlights from ~~2017.~~2020.

	Earnings

~~Record earnings~~
~~Unum achieved record after-tax adjusted operating earnings, continuing our recent history of strong financial performance. For~~ Despite the ~~year,~~challenging environment, we delivered ~~strong~~net income of $793 million and after-tax adjusted operating income of ~~$976.2 million,~~more than $1 billion, based on total revenue of ~~$11.3~~$13.2 billion. ~~Adjusted operating earnings~~Earnings per share (EPS) were ~~at an all-time high of $4.29, a significant increase over the prior year~~$3.89 and ~~the twelfth consecutive year of~~ after-tax adjusted operating EPS ~~growth.~~was $4.93.
	Return on equity
	We continued to put ~~our shareholders'~~shareholder capital to good use. ~~Consolidated~~Return on Equity (ROE) was 7.6% and consolidated adjusted operating ~~return on equity (ROE)~~ROE was ~~11.6%~~10.7%, while ROE in our core operating segments was ~~15.9%~~14.1%.
	Book value
	Our book value per share at the end of ~~2017~~2020 was up ~~8.2%~~5.4% from ~~2016~~2019 (excluding accumulated other comprehensive income, or AOCI). ItThis was the ~~ninth~~12th consecutive year of ~~shareholder equity~~ growth.

⁽¹⁾

Operating results referenced here include non-GAAP financial measures. 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 A of this proxy statement.

~~______________________~~

⁽¹⁾ Operating results referenced in this document are non-GAAP financial measures that exclude certain specified items. For 2017, these excluded items were net realized investment gains, loss from a guaranty fund assessment, an unclaimed death benefits reserve increase, and a net tax benefit from the impacts of U.S. Tax Reform. For reconciliations of the non-GAAP financial measures, including after-tax adjusted operating income, after-tax adjusted operating earnings per share, adjusted operating return on equity and book value per share (excluding accumulated other comprehensive income, or AOCI), to the most directly comparable GAAP measures, refer to Appendix A. Effective December 31, 2017, to more clearly differentiate between the GAAP and non-GAAP financial measures, we changed the naming convention for our non-GAAP financial measures from "operating" measures to "adjusted operating" measures, which includes a change from "after-tax operating income" to "after-tax adjusted operating income", and "operating return on equity" to "adjusted operating return on equity". The definition of these labels remains unchanged.

6 2021 PROXY STATEMENT



6	~~2018 PROXY STATEMENT~~

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Operating Highlights

~~Unum~~We delivered on our ~~mission~~purpose of helping the working world thrive throughout life's moments ~~supporting our customers~~ in ~~2017. We~~2020. Unum paid approximately ~~$7.1~~$7.6 billion in benefits to people facing illness, injury or loss of life.

Satisfaction metrics measuring our interaction with customers and partners were ~~high~~high. We also continued our focus on enhancing the experience of our customers through employee training, process improvements and ~~generally exceeded~~leveraging technology.

As the expectations of our ~~plan benchmarks.~~customers continue to evolve, we have prioritized investment in our digital transformation. This includes investing in new technologies to automate business processes, better understand customer behavior, deliver new products and services to market faster and improve customer satisfaction. By enhancing our digital capabilities, we enrich the experience for our customers and enhance the effectiveness of our people.

We ~~saw~~ ~~impressivesales and healthy premium growth~~ throughout our core businesses, compared with 2016 results. This growth was achieved while maintaining our pricing and risk discipline, and demonstrates that our value story continues to resonate with customers.

We managed our investment portfolio well despite the continued low interest rate environment. Our well-diversified portfolio focuses on consistent, predictable cash flows. Due to the nature of our business, we invest for the long term with ~~an investment~~a philosophy emphasizing sound risk management and credit quality.

~~Strategic Positioning~~Operational Realignment

Delivering consistent long-term success in a constantly evolving employee benefits market requires us to continually challenge our approach to how we do business. In February 2020, we appointed Michael Q. Simonds to serve as Chief Operating Officer (COO) for the enterprise and aligned our core business operations under this role. We believe this change has enabled us to sharpen our focus on growth opportunities and further enhance the experience for our customers.

Closed Block Management

The same skills that allow our core franchise to be successful also benefit our closed block of policies that we continue to service and support, but no longer actively market. Our Closed Block segment primarily consists of long-term care (LTC) policies and older individual disability policies.

Long-Term Care Performance

We discontinued offering individual LTC insurance in 2009 and group LTC insurance in 2012. We have actively managed this block with a combination of rate increases, updates to our liability assumptions to reflect emerging experience, prudent cash infusions, and reserve changes. Through these and other steps — including annual comprehensive reviews — we continue to take proactive measures to provide for the long-term stability of this block and provide transparency to our shareholders and customers.

Despite these continuing efforts, 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. Although we do not agree with the Maine Bureau's examination conclusions, we view the additional statutory reserves as further increasing margin over our best estimate assumptions. At year-end 2020, LTC statutory reserves were increased by approximately $229 million using cash flows from operations. We expect to fund future phase-in amounts in the same manner. In connection with our annual review of policy reserve adequacy, at year- end 2020, we updated our interest rate assumptions to reflect the low interest rate environment and increased GAAP reserves supporting the LTC block accordingly.

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Individual Disability Reinsurance Transaction

In December 2020, we announced an agreement to reinsure most of our Closed Block individual disability insurance business to a third party. The transaction was completed in two phases, with an initial closing in the fourth quarter of 2020 and a second closing at the end of the first quarter of 2021. Although we will continue to administer this block of business, the move freed up a significant amount of capital that enhances our financial flexibility and can be used to help fund future growth.

Environmental, Social and Governance

We provide a critical financial safety net for millions of people, a fact that drives us to deliver for those who count on us. This focus on doing the right thing guides our approach to sustainability and social responsibility. Unum has a long tradition of engaging with shareholders, customers, employees, suppliers and communities on a variety of environmental, social and governance (ESG) matters.

We have ~~recently~~ taken a number of steps recently to ~~fuel~~strengthen and mature our ~~growth~~governance and ~~position us~~disclosure of ESG matters, including providing Board-level oversight through the Governance Committee, completing our first materiality assessment, and publishing a refreshed ESG report. In 2020, we developed a corporate sustainability strategic framework to help create long-term value for stakeholders by implementing business strategies that focus on social, environmental, governance, and economic dimensions of doing business. Our strategic framework focuses on three areas where we believe Unum can add both societal and business value:

Inclusive products and services – We seek to ensure that the financial security provided by our products and practices contributes to more inclusive communities.

Responsible investments – Although we have long factored ESG considerations into a holistic assessment of risk when making investment decisions, we are taking steps to formalize and add transparency around the integration of ESG factors into our investment decisions. As evidence of our commitment, in March 2021, we signed the Principles for Responsible Investment.

Reducing environmental impact – We recognize that minimizing our environmental footprint serves all, while better positioning the company for the ~~future.~~impacts of climate change and enhancing our ability to engage and attract employees and customers.

~~Acquisitions:~~ ~~Unum's acquisitions~~A more comprehensive discussion of our efforts and progress is published annually in ~~2015 and 2016 of dental providers in the U.K. and U.S. have accelerated~~ our expansion into the dental market and have been positively received. We have also announced our intent to acquire a financial protection provider based in Poland by the end of 2018, expanding our footprint in Europe.ESG report, which is available at www.unum.com/about/responsibility. See page 42 for more information about ESG.

~~Growth initiatives:~~ ~~We have enhanced our product portfolio with the introduction of dental, vision, stop-loss and new voluntary offerings. Planned geographic expansion is also driving growth.~~

8 2021 PROXY STATEMENT

~~Business investments:~~ Current and planned investments in technology, customer experience, business development, facilities and our people are designed to further enhance our service capabilities, identify future opportunities for growth, and attract and retain talent.

~~In addition, we view these key developments in the external environment as likely having a positive impact on our business.~~

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~~Tax reform:~~ We expect tax legislation enacted by the U.S. federal government in December 2017 to significantly lower our overall effective tax rate in future periods. While there are other offsets in the short-term, we expect the ongoing benefit due to the lower corporate income tax rate to free up capital to reinvest in our business and add value to shareholders.

~~Business confidence:~~ As a provider of employee benefits offered through the workplace, we expect to benefit as employers gain more confidence in the economic environment, particularly in the U.S. We anticipate these positive trends will translate to greater hiring and wage growth, business investments and investments in employees.



~~2018 PROXY STATEMENT~~	7

~~PROXY SUMMARY~~

Capital Generation for Shareholders

Our strong statutory earnings ~~result~~resulted in solid capital generation ~~which we have deployed~~in 2020, allowing us the opportunity to deploy capital in a number of ways.

We invested in our people, products and technology to drive growth.

~~In addition,~~We paid out $233.2 million in dividends, or $1.14 per share.

We paused our share repurchases in 2020 in a prudent decision to conserve capital during the uncertain environment.

Our credit ratings ~~remain high as a result~~are reflective of our strong balance sheet, our favorable operating results, and our highly respected brand in the employee benefits market.



8	~~2018 PROXY STATEMENT~~

~~PROXY SUMMARY~~

Total Shareholder Return

Unum ~~continues to outperform~~produced solid financial results in our ~~peers~~core segments and more than $1 billion in after-tax adjusted operating earnings in 2020. However, the pandemic and unprecedented economic environment caused significant disruption in our business and the ~~broader S&P 500 in~~markets we serve. That, coupled with negative investor perceptions surrounding the long-term care (LTC) industry and concerns about the impact of historically low interest rates on our sector, drove our total shareholder return (TSR)~~. Over~~ lower. These negative perceptions affect Unum's TSR more than most of our proxy peers, as only 25% of our peers have LTC exposure.

These returns are not indicative of the ongoing strength of our franchise, capital position and operational performance of our core businesses. Pre-pandemic, we delivered record after-tax adjusted operating earnings per share for 14 consecutive years and premium growth that consistently outpaced our competitors in our U.S. businesses.

We have also actively managed the Closed Block over the last ~~decade,~~decade. Recent steps we took in our LTC block have delivered improved operating earnings while providing added transparency to enhance shareholder understanding. In addition, the recent Closed Block individual disability reinsurance transaction has freed up significant capital that can be used to grow our business.

The pandemic has shown that the need for our products and services has never been clearer, and continues to grow. We believe this, combined with our history of consistent execution, makes Unum an excellent long-term ~~investment during one~~investment. We expect that the performance of our core franchise will again be recognized and ultimately drive long-term shareholder value.

TOTAL SHAREHOLDER RETURN

	1 Year	3 Year	5 Year
Unum	(16.32)%	(52.98)%	(19.19)%
Proxy Peer Group	(6.27)	(8.86)	40.31
S&P 500	18.40	48.85	103.04
S&P Life & Health Index	(9.48)	(11.65)	28.43

**Non-GAAP financial measure, see Appendix A for reconciliation.

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2020 CEO Compensation Summary

Our approach to CEO compensation aligns directly with our overall executive compensation philosophy and structure (see page 56). Richard P. McKenney serves as President and CEO of the ~~worst~~company. His targeted total direct compensation is a combination of base pay plus short- and long-term incentives that are tied directly to performance goals. This structure supports the long-term successes of the company and the interests of our shareholders.

Mr. McKenney is subject to robust stock ownership requirements, including a requirement to own six times his base salary in stock. This helps to ensure that the long-term value of his compensation directly aligns with shareholders.

At the beginning of 2020 following discussion with Mr. McKenney, the Board approved his performance goals for the year, which included:

Business and financial ~~crises~~objectives;

Strategic objectives;

Talent management initiatives;

Goals for building a culture of inclusion & diversity; and

Operational effectiveness and efficiency targets.

In addition to carefully reviewing a self-assessment prepared by Mr. McKenney, the Human Capital Committee and Board conduct a thorough evaluation of his performance against all objectives as well as a review of a number of professional and leadership characteristics and behaviors (discussed beginning on page 61).

As outlined in ~~memory,~~the “Performance Highlights” section on page 6, 2020 was an exceptionally challenging year. The Human Capital Committee (the “Committee”) and the Board recognized that Mr. McKenney guided the company through the year, delivering solid financial results.

The Committee and the Board specifically highlighted Mr. McKenney's leadership in:

Delivering more than $1 billion in after-tax adjusted operating earnings, despite being impacted by the pandemic;

Proactively managing capital generation and deployment in an uncertain environment, positioning the company well to respond to future opportunities;

Leading the company through rapid change and realignment as the company implemented a new operating model, shifted to remote work and introduced new digital capabilities for customers;

Enhancing the company's overall commitment to sustainability and social responsibility while continuing strong advocacy for inclusion and diversity, corporate citizenship, employee wellbeing and good governance; and

Overseeing the company's ongoing efforts to responsibly manage its Closed Block of business.

While 2020 proved to be a difficult environment with respect to investor perceptions in the industry surrounding long-term care (LTC), which continued to negatively impact our stock price, the Board has full confidence in Mr. McKenney's leadership as CEO and believes the company is well-positioned for long-term success through his actions.

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2020 Compensation Decisions

The “CEO Compensation Summary” table below depicts how the Committee views its decisions concerning Mr. McKenney’s compensation for 2020, compared to his 2019 compensation. It differs from the Summary Compensation Table (SCT) (see page 87) required by the Securities and Exchange Commission as follows:

The “CEO Compensation Summary” table treats equity awards similar to how annual awards are treated in the SCT (which are based on the performance year to which the award relates). Therefore, the value of the long-term incentive (LTI) award granted in March 2021 based on performance in 2020 is shown as 2020 compensation. In contrast, the value of LTI awards in the SCT is based on the year in which the equity awards are granted. As a result, 2020 compensation in the SCT includes the value of Mr. McKenney’s LTI award granted in 2020, which was based on performance in 2019.

•	The table below excludes the Success Incentive Plan grant (discussed on page 13) 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 2020 and are therefore not shown in the presentation below.

The CEO Compensation Summary table is not a substitute for the required SCT found on page 87.

CEO COMPENSATION SUMMARY

Component	2019	2020
Base Salary	$1,000,000	$1,050,000
Annual Incentive Payout	1,710,000	1,812,462
Approved LTI Grant	6,370,000	7,500,000
Annual Compensation	$9,080,000	$10,362,462

Annual Incentive

Mr. McKenney's 2020 annual incentive payout of $1,812,462 was calculated by applying the company performance achievement under the plan formula (80% for 2020; see page 70) and Mr. McKenney’s individual performance factor (100% for 2020; see page 75).

Although stock price is not a direct criterion for assessing the CEO’s performance, the Committee considered the impact on TSR while weighing Mr. McKenney’s individual achievements and overall performance of the company (see page 75). Investor perceptions in the industry surrounding LTC continue to negatively impact our stock price. Even so, the pandemic has shown that the need for our products and services has never been clearer, and continues to grow. The Committee believes that continued active management of our LTC block along with the strength of our franchise, capital position and operational performance will, over time, influence investor perceptions and drive long-term shareholder value. Given this, and its view that the company is positioned for long-term success, the Committee awarded Mr. McKenney an individual performance percentage of 100% for his 2020 annual incentive, which resulted in an actual award of $1,812,462. This is an increase of $102,462 from his 2019 payout.

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Long-Term Incentive

For 2020, 72% of Mr. McKenney's pay was in the form of long-term incentives (delivered through performance-based restricted stock units (PBRSUs) and cash incentive units (CIUs)). The value of the PBRSUs is based on the company’s stock price while the value of his CIUs is based on growth in adjusted book value and dividends, further modified by relative TSR (see “Cash Incentive Units” section below for additional details). After consideration of Mr. McKenney's strategic leadership, his total target compensation competitiveness, his performance in 2020 and other considerations outlined above, the Committee awarded Mr. McKenney a grant of $7,500,000 for 2020 performance with no specific individual factor applied. This is an increase of $1,130,000 over his award granted last year and remains below the median LTI target of our proxy peer group.

The total of Mr. McKenney's annual and long-term incentives for 2020 performance was $9,312,462, an increase of $1,232,462 from his awards for 2019 performance. This increase was primarily driven by his LTI award.

The design of our LTI program serves to align the interests of management and long-term shareholders. For example, this impact can be seen in the vesting of Mr. McKenney's historical performance share unit (PSU) awards, which are not only realized at the company's lower stock price but also modified based on relative TSR (up to +/- 20%). The table below illustrates how the TSR modifier reduced the number of shares he earned following the vesting of his 2018 PSU award for the performance period ending December 31, 2020 (see additional details on page 73).

PERFORMANCE IMPACT ON 2018-2020 PSU AWARDS

CEO

$3,300,000

75,836

91.8%

69,580

80%

55,664

$1,482,332

⁽¹⁾	The 2018 Grant Date Fair Value was calculated by multiplying Mr. McKenney's target grant of 66,924 PSUs on the grant date, March 1, 2018, by the closing stock price of $49.31 on that date.

⁽²⁾	The Shares Eligible to Vest includes target PSUs granted and dividend equivalents accrued on the awards from the grant date until they were distributed in early 2021 when performance was certified by the Committee.

⁽³⁾	“Operating Performance Factor” rounded to one decimal place.

⁽⁴⁾	The PSU achievement was certified by the Committee on February 23, 2021. The shares were valued based on the closing stock price on that date of $26.63.

Cash Incentive Units

In early 2020, the Committee began its review of the executive compensation program and approved changes in August (see “Key Compensation Decisions” on page 62 for more details). Since a substantial portion of the executives' compensation is denominated in Unum shares, the Committee sought to balance stock ownership priorities against continued stock price underperformance driven by negative investor perceptions of the LTC industry. These perceptions have impacted us more than our proxy peers given that only 25% of our peers have LTC exposure. After review, the Committee therefore determined to replace PSUs with CIUs that reward for financial performance (rather than financial performance and stock price changes), beginning with the long-term incentive grants in March 2021. The use of cash-based long-term incentive represents a departure from historical practice but was deemed appropriate by the Committee given the unique circumstances currently facing the company and its executive team. In reaching this decision, the Committee considered the following:

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Executives’ holdings were generally above stock ownership requirements and will remain well- aligned with shareholders;

A mixture of long-term cash and equity awards allows diversification while providing multi-year incentives which are less impacted by the potential volatility associated with the LTC block, enabling greater focus on the achievement of key objectives; and

The CIUs would remain aligned to shareholder interests given the performance measures outlined below, which include a relative TSR component.

The Committee originally intended to grant CIUs with the same performance measures used in prior PSU awards, but establishing reasonable multi-year performance targets proved to be difficult in the current environment. Business closures and pandemic-related economic impacts have disrupted our distribution system and sales activity, and it remains unclear how long we might continue to experience this disruption. Events such as further spread of the coronavirus, spikes in the number of cases or the emergence of new strains of coronavirus (including those resistant to vaccines), and the related responses by government authorities and businesses may heighten the impacts of the pandemic and present additional risks to our business.

The Committee determined that CIUs will be earned based on the achievement of critical, multi-year shareholder return measures of adjusted book value growth, dividend yield and relative TSR. CIUs will be measured over a three-year performance period from January 1, 2021 through December 31, 2023. Awards can be earned from 0% to a maximum 200% of the targeted CIU award value following completion of the performance period based on the company's performance against these metrics.

Success Incentive Plan

Early in 2020, prior to the outbreak of the COVID-19 pandemic, the Committee began a discussion of the strategic initiatives that need to be accomplished over the next few years, with a ~~10.8% compound annual return~~strong desire to ensure that the current executive team remain in place to execute on the growth plans. With an emphasis on aligning key executive rewards with these identified strategic initiatives, the Committee undertook a comprehensive review of the company’s executive compensation program, incentive arrangements and related policies, to assess their effectiveness in incentivizing implementation of the company’s strategy. The Committee focused on doing the right thing for shareholders in the long-term while making sure that it mitigated risks and incentivized the leadership team to continue to create value.

The Committee’s evaluation took into account, among other things, the company's recent financial, operating and stock price performance. While the company’s pre-pandemic financial and core operating performance has been strong, our stock price has not performed well, including relative to peer companies. One driver has been the continued negative investor perceptions surrounding the LTC industry during the last 10three years.

~~We saw our TSR grow by~~ The effects of the heightened industry focus on LTC impact us more than ~~27 percent during 2017, despite~~our proxy peers since only 25% of our peers have LTC exposure. The company closed its individual LTC business in 2009 and closed its group LTC business in 2012; in other words, these policies are no longer actively sold, but existing policies are still managed by the company. Since that time, the company has actively managed this block with a ~~continued low interest~~combination of rate ~~environment. This outpaced~~increases, updates to our liability assumptions to reflect emerging experience, prudent cash infusions and reserve changes. These measures have led to greater stability and predictability in the performance of the ~~S&P 500,~~LTC block while continuing to provide transparency to our ~~peers~~shareholders and customers. However, due to general market sentiment and regulatory focus regarding the prospects for LTC insurance lines, the stock price has been negatively impacted. As a result, the Committee believes that the company’s pay for performance strategy has been and may continue to be challenged by the legacy LTC business, notwithstanding its effective management by the current executive team, all of whom were either not with the company or not in their current roles when these policies were sold.

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While managing the company's closed block of LTC policies, the executive team has also continued building value for the future of the company. The Committee discussions recognized the success and continued efforts of the executive team over the past few years, including:

Finding new opportunities and showing strong capabilities by integrating and leveraging new acquisitions. This includes the recent entry into Poland markets, developing the Stop/Loss business, and adding dental and vision lines of business to the portfolio;

Developing and executing modernized technology solutions for efficient business practices;

Incorporating a culture of inclusion and diversity; and

Maintaining dividends.

Based on multiple discussions during the year, on August 24, 2020, the Committee approved several changes to the company’s executive compensation program to recognize and reinforce the executives' existing share ownership levels and maintain alignment with long-term performance objectives, while reinforcing the company's executive compensation philosophy (see “Key Compensation Decisions” beginning on page 62). With these modifications, the Committee believes that the executive compensation program supports the company's efforts to ensure proper alignment with evolving market needs and changes in the ~~S&P Life~~company’s business. It is also important to note that these changes were not directly in response to COVID-19. As outlined above, the Committee's discussions started early in the year before the pandemic hit; however, the pandemic only served to increase the need to ensure that this team remain in place to achieve critical business outcomes over the next several years.

As part of the changes, the Committee implemented the Success Incentive Plan (SIP), under which 10 executives, including the named executive officers, received a one-time special performance grant. The SIP awards are designed to encourage achievement of critical business outcomes and ~~Health Index~~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 CSUs (denominated in cash) were granted with a target value equal to 70% of each executive's 2020 annual long-term incentive target. Denominating the CSUs in cash reduces the influence of the LTC business, which impacts our stock price, strengthening the alignment of the awards with core operating performance.

The number of shares underlying the SSUs granted to each executive equals the number of company shares he or she held at the time of grant and committed to continue holding during the six-year SIP award vesting period, subject to a cap equal to the number of shares with a value equal to 50% of the executive's 2020 annual long-term incentive target. An executive's sale of any committed shares prior to the vesting of SSUs will result in the immediate proportional forfeiture of any unvested SSUs. The Committee believes this matching share commitment element of the SSUs reinforces the objectives of creating long-term, sustainable shareholder value and appropriately aligns executives' and shareholders' interests.

The SIP awards have a six-year term, with the opportunity for proportional accelerated vesting after one-, three- and five-year performance periods. Each performance period begins on January 1, 2021 and the ~~average~~SIP awards will vest in full on the sixth anniversary of ~~our Proxy Peer Group (as defined~~the grant date (August 2026), subject to the executive’s continued employment, unless vesting is accelerated based on ~~page 53) during~~ the ~~same time period. Over the most recent three-, five- and 10-year periods, we exceeded the TSR~~company’s achievement of three performance ~~of every index group. This strong performance is due primarily to our market-leading positions, prudent underwriting and risk management discipline, and effective capital management.~~hurdles:

(1)	Maintaining average NAIC risk-based capital ratios of at least 325%, each measured at calendar quarter-ends over the applicable performance period;

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(2)
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~~2017 Say-on-Pay Vote and Shareholder Outreach~~



~~Our 2017 shareholder advisory vote~~Maintaining average levels of holding company cash in excess of 1.0 times average fixed costs (which includes dividends to ~~approve executive compensation passed with 96% support. As we have done for several years, we continued our shareholder engagement through an extensive outreach effort, contacting~~shareholders and interest payments due on outstanding indebtedness), each ~~of our top 50 investors, representing~~measured at calendar quarter-ends over ~~70% of our outstanding shares. Additionally, during 2017, based on feedback received from shareholders in~~ the ~~prior year, our independent Board Chairman joined us for meetings with our largest shareholders.~~

Seven investors, representing more than 36% of our outstanding shares, accepted our invitation for engagement and we met with each of them. Another six investors, representing approximately 8% of our outstanding shares, responded that a meeting was not necessary.

During the meetings, shareholders provided feedback on a variety of topics though we did not receive any suggestions for changes to our compensation programs. Overall, the shareholders we spoke with generally had favorable comments about our practices and programs including:

~~Our thoughtful approach to governance practices such as:~~


◦	~~Board leadership succession planning;~~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).

These performance objectives support plans for the company’s continued long-term financial positioning as an “A” rated company and will provide appropriate focus on maintaining its previously disclosed targets for key capital metrics. This structure balances the unprecedented environment with the company’s long-term goals and key priorities over the next few years while supporting long-term executive retention.

As outlined above, one-third of the SIP award will be eligible to accelerate and vest on a cumulative basis on the last day of each of the one-, three- and five-year performance periods, in each case conditioned upon the achievement of the performance hurdles during the applicable performance period. When determining whether the performance hurdles have been achieved, the Committee will exclude the effect of certain items to ensure that performance is appropriately measured under normalized conditions. Any unvested portion of the SIP awards will be forfeited upon any termination of employment prior to vesting, except in the case of certain terminations following a change in control.

Mr. McKenney received grants of $4.9 million CSUs and 186,368 SSUs. See SIP description and award details for each of the NEOs beginning on page 62.

2021 Compensation

As previously disclosed, the Committee has a practice of positioning our executives' pay below median pay of external peers as they are promoted into a role and gradually making adjustments to full competitive norms as performance and experience in the job grows. Mr. McKenney was promoted to President of the company in April 2015 and subsequently promoted to CEO the following month.

In February 2021, the Committee with its consultant, Pay Governance LLC, reviewed Mr. McKenney's total targeted compensation relative to proxy peers and determined that his pay was 16% below median. After considering his experience, his performance in the CEO role, and the leadership that he has shown during the last five years, the Committee decided to increase Mr. McKenney’s long-term incentive target opportunity from $7.0 million to $7.5 million. This decision reflects Mr. McKenney's steady leadership and strategic positioning of the company. Even with this adjustment, Mr. McKenney's targeted total direct compensation continues to be below the median of our proxy peer group.

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Voting Matters

◦

~~Our responsiveness to shareholder feedback, including the adoption of special meeting rights;~~

~~Clearly designed programs with an appropriate mix of compensation for executives; and~~

~~The smooth transition of management and Board leadership during 2015 and 2016.~~

Through these meetings, we identified opportunities for further enhancements to the disclosures in our proxy statement and discussed governance topics that some shareholders asked us to consider, including:

~~Adding a matrix showing key qualifications and attributes of our directors;~~

~~Eliminating supermajority voting requirements; and~~

~~Highlighting some of our work in the area of social responsibility in our proxy statement given its importance in driving retention and engagement.~~

In addition to our meetings with shareholders, we also met with two large proxy advisory firms to provide an update on our shareholder engagement efforts and gain further insight into their views regarding our compensation and governance practices and disclosures.

~~Overall, shareholders told us they appreciated the opportunity to engage in these discussions and the company’s willingness to consider their input.~~



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~~PROXY SUMMARY~~

~~Key Corporate Governance and Executive Compensation Practices~~



~~Executive Compensation Practices~~		~~Board Practices~~
	~~A pay for performance philosophy~~			~~All directors other than the CEO are independent, including the Board Chairman~~
	~~Annual say-on-pay votes~~		~~All Board Committees fully independent~~
	~~Programs that mitigate undue risk taking in compensation~~		~~Commitment to diversity at the Board level and within the enterprise~~
	~~Independent compensation consultant to the Human Capital Committee~~		~~High meeting attendance by directors (average attendance of 98% in 2017)~~
	~~Elimination of golden parachute excise tax gross-ups~~		~~Limits on outside board and audit committee service~~
	~~Minimal perquisites~~
	~~No NEOs have employment agreements~~	~~Governance Practices~~
	~~Double-trigger provisions for severance~~		~~Annual election of directors~~
	~~Restrictive covenants in our long-term incentive grant agreements~~		~~Majority vote requirement for directors (in uncontested elections)~~
	~~Clawback provisions~~		~~Proxy access bylaws~~
	~~A balance of short- and long-term incentives~~		~~Shareholder right to call special meetings~~
	~~Robust stock ownership and retention requirements~~		~~Annual, proactive shareholder engagement~~
	~~Relevant peer groups for benchmarking compensation~~		~~Anti-pledging and anti-hedging policies applicable to executives and directors~~
	~~Robust individual performance assessments of executives and directors~~		~~Annual Board, committee, and individual director evaluations~~
			~~Regular executive sessions of independent directors~~
			~~No poison pill~~

In addition, at the 2018 Annual Meeting, the Board is requesting that shareholders approve an amended and restated certificate of incorporation. The requested amendments to our certificate of incorporation include the elimination of supermajority voting requirements that currently require the affirmative vote of at least 80% of outstanding shares to remove a director, amend our bylaws, approve certain business combinations, or amend the supermajority voting requirements of the certificate of incorporation. For further information, please refer to Voting Item 4 on page 98.



~~2018 PROXY STATEMENT~~	11

~~PROXY SUMMARY~~

~~Voting Items~~

~~The following items will be voted on at the 2018 Annual Meeting:~~

~~Voting Item~~

~~Page~~

~~Board Recommends~~

Item 1: Election of Directors

FOR ~~EACH NOMINEE~~each nominee

106

Eleven director nominees are standing for election this year, each for a one-year term expiring at the ~~2019~~2022 Annual ~~Meeting and~~Meeting. Each director will hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal from office. The Board and the Governance Committee believe ~~that~~ each director nominee possesses the necessary skills and qualifications to provide effective oversight of the business. The director nominees are:

Director Nominee

Director Since

Independent

Current Committees

Theodore H. Bunting, Jr.

~~E. Michael Caulfield~~2013

Human Capital

Regulatory Compliance (Chair)

Susan L. Cross

2019

Audit

Risk and Finance

Susan D. DeVore

2018

Audit

Risk and Finance

Joseph J. Echevarria

2016

Governance

Risk and Finance (Chair)

Cynthia L. Egan

2014

Human Capital (Chair)

Regulatory Compliance

Kevin T. Kabat,

Board Chairman

2008

Governance

Human Capital

Timothy F. Keaney

2012

Audit (Chair)

Risk and Finance

Gloria C. Larson

2004

Governance (Chair)

Regulatory Compliance

Richard P. McKenney,

President and CEO

2015

—

Ronald P. ~~O’Hanley~~O'Hanley

2015

Governance

Human Capital

Francis J. Shammo

2015

Audit

Regulatory Compliance

	Item 2: Advisory Vote to Approve Executive Compensation							96		FOR			106
	We are seeking a non-binding advisory vote to approve the compensation of our named executive officers. We describe our compensation programs in the Compensation Discussion and Analysis section of this proxy statement. The Human Capital Committee believes these programs reward performance and align the long-term interests of management and shareholders. Although non-binding, the Human Capital Committee will take into account the outcome of the advisory vote and shareholder feedback when making future ~~executive~~ compensation decisions.

Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm

FOR

107

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for ~~2018,~~2021, and shareholders are being asked to ratify the appointment.

~~Item 4:~~ ~~Approval of an Amended and Restated Certificate of Incorporation, Including the Elimination of Supermajority Voting Requirements~~

~~FOR~~

The Board has approved an Amended and Restated Certificate of Incorporation, and shareholders are now being asked to approve it. The amendments reflected in the Amended and Restated Certificate of Incorporation include the elimination of supermajority voting requirements and other non-material changes.

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Board Overview

The Board of Directors is elected by shareholders to oversee management and ~~assure that~~promote the long-term interests of ~~shareholders are being served.~~shareholders. 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, human capital engagement, and ~~performance,~~culture, as well as important issues that it faces. These discussions take place with management and, as appropriate, with ~~appropriate~~ outside advisers who provide independent expertise, perspectives and insights. In addition, the independent members of the Board and its committees hold regular executive sessions to discuss matters free of the presence or influence of management. Board members are also kept apprised of significant developments that arise between meetings.

Board Composition and Refreshment

The Board believes ~~that~~ a critical component of its effectiveness in serving the long-term interests of shareholders is to ensure ~~that~~ its membership remains diverse, possessing a variety of backgrounds, experiences and skill sets from which to ~~draw upon.~~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 ~~periodically~~ reviews the composition of the Board to ~~assure~~ensure an appropriate balance of experiences, skills, tenure and diversity. This is an ongoing, year-round process.

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 ~~related~~such as evolving needs for Board composition or directors' availability to ~~their ongoing~~make sufficient contributions to the Board) not to stand for re-election at the next Annual Meeting. It is expected ~~that~~ these refreshment practices will continue in the future.

Since the beginning of 2015, we have experienced a healthy level of ~~turnover on the~~ Board refreshment, with ~~five~~six new directors joining the Board and ~~six~~seven retiring. While some companies have tenure limits on Board service, we believe our balanced approach ~~which places a limit on age but not on tenure~~ delivers the right mix of directors with new ideas and perspectives along with those possessing deep knowledge of the company.

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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 and attributes in key areas relevant to Unum, and that align with both our short- and long-term business ~~strategy.~~strategies. These qualifications and attributes 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 ~~why these~~the qualifications and attributes that are important to Unum and addresses how the composition of our Board, as a whole, meets these needs.



Qualifications and Attributes		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.
	Corporate ~~Governance Leadership~~Governance/ESG		As a public company and responsible corporate citizen, we expect effective oversight and transparency, and our stakeholders demand it.
	Financial Expertise/Literacy		Our business involves complex financial transactions and reporting requirements.
~~Independence~~	Independence		Independent directors have no material relationships with us and are essential in providing unbiased oversight.
	Industry Experience		Experience in the insurance and financial services industry provides a relevant understanding of our business, strategy, and marketplace dynamics.
~~International~~	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.
~~Public Company Executive Experience~~	~~Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity.~~
Recent Public Board Experience		We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies.
	Public Company Executive Experience		Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity.
	Regulatory/Risk Management		A complex regulatory and risk environment requires us to develop policies and procedures that effectively manage compliance and risk.
~~Technology~~	Technology/Digital Transformation		We rely on technology to manage customer data, deliver products and services to the market, pay claims, and ~~pay claims.~~enhance the customer experience.

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Board Tenure

Directors with varied tenure contribute to a range of perspectives and ~~ensure we~~allow us to transition knowledge and experience from longer-serving members to those newer to our Board. We have a ~~good~~ mix of new and long-standing directors, with our 11 director nominees averaging ~~5.5~~7.4 years of service on ~~our~~the Board as of the ~~2018~~2021 Annual Meeting.

Board Diversity

Our ~~directors represent~~Board is comprised of members with a range of backgrounds and overall experience. More than ~~one-third~~half are women or represent a minority group.

Although the Board does not have a specific diversity policy, it recognizes diverse ~~group, which places Unum's~~representation on the Board, ~~among~~including in positions of leadership, serves to improve dialogue, decision-making, and culture in the ~~top of our industry in gender and racial/ethnic diversity. In recent years, our~~boardroom. Our Governance Committee ~~has focused~~focuses on ~~ensuring~~advancing continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals, ~~meeting~~including women, who meet the recruitment criteria. From the candidate pools, our Governance Committee selects director candidates based on their qualifications and attributes as addressed below. Our director nominees range from 4952 to 71 years of age, with the average age being ~~60.4~~62.2 years, as of the ~~2018~~2021 Annual Meeting.



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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, experiences 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 ~~improvement.~~enhancement. Each year, the Governance Committee reviews the format and effectiveness of the evaluation process in identifying actionable feedback, ~~for directors to consider,~~ recommending changes in process as appropriate. Determining whether to engage a third-party facilitator is also part of the review.

~~This past year, the~~The evaluation process ~~was~~is conducted in two phases. The first phase ~~focused~~focuses on the evaluation of the ~~performance~~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, business resiliency programs, Board composition and structure, succession plans, future agenda items, meeting materials and director education. The second phase ~~focused~~involves interviewing individual directors to collect feedback on ~~the evaluation of each director’s performance, and was~~peer directors' performance. This phase is led by the ~~Chairman of the Board~~Governance Committee Chair in advance and in anticipation of the ~~director~~ nomination ~~process.~~process, with key messages delivered to each director. This two-phased approach ~~generates~~has generated robust discussions at all levels of the Board, and ~~has~~ resulted in changes that have improved Board efficiency and effectiveness. For example, in recent years, these discussions have led to enhancements to Board diversity, meeting materials, director on-boarding, executive sessions, and Board member engagement.

~~BOARD AND COMMITTEE EVALUATIONS~~



~~Evaluation Forms~~	ð	~~Board/Committee Meetings~~	ð	~~Feedback Incorporated~~
~~Each director evaluates various measures of performance for the Board and each committee on which the director serves. Topics include composition, structure and engagement.~~	ð	~~The full Board and each committee conduct separate closed self-assessment sessions, where results from evaluations and additional feedback are discussed.~~	ð	~~Based on evaluation results, changes are considered and implemented, as appropriate.~~

~~DIRECTOR PERFORMANCE EVALUATIONS~~

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~~Peer Evaluation Guide~~	ð	~~Individual Interviews~~	ð	~~Review Meetings~~
~~A guide provided to each director in advance of~~ ~~individual discussions~~ ~~with the Chairman.~~	ð	~~The Chairman conducts individual interviews to~~ ~~solicit feedback from~~ ~~directors on their peers.~~	ð	~~Full Board feedback is provided to each director by the Chairman, including discussion around performance strengths and opportunities for growth.~~



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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 Committee ~~has engaged~~periodically engages a third-party search firm to assist with recruitment efforts. ~~This~~During these times, the firm ~~identifies~~has been asked to identify candidates who meet the criteria of our search, ~~provides~~provide requested background and other relevant information regarding candidates, and ~~coordinates~~coordinate arrangements for interviews as necessary. Nominees may also be suggested by directors, management, or shareholders. ~~Ms. DeVore, who was elected to the Board in February 2018, was recommended to the Governance Committee by a third-party search firm.~~

Shareholders ~~who wish to~~may recommend director candidates for consideration by the Governance Committee ~~must submit to the Corporate Secretary at Unum Group, 1 Fountain Square, Chattanooga, Tennessee 37402~~by providing the same information that would be required to nominate a director candidate, as described on page ~~104~~114 in the section titled ~~"Shareholder~~“Shareholder proposals and nominations for our ~~2019~~2022 Annual ~~Meeting."~~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.

In addition, our bylaws permit shareholders to nominate directors for inclusion in our proxy materials or directly at an Annual Meeting in accordance with the procedures in our bylaws, as described on page 104 in the section titled "Shareholder proposals and nominations for our 2019 Annual Meeting."

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 ~~core competencies~~key areas identified in the corporate governance guidelines;

Ability to commit sufficient time to the Board and its committees;

Collegial effectiveness; and

Diversity, whether in viewpoints, gender, ~~ethnic background,~~race, ethnicity, age, professional experience or other demographics.

The core ~~competencies~~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 ~~and qualifications~~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 ~~Audit Committee or Human Capital Committee requirements.~~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 interest in continuing to ~~serve,~~serve; past attendance at ~~meetings,~~meetings; contributions to the Board and committees on which the director ~~serves,~~serves; the skills, experience and background that the director brings to the Board relative to the Board’s needs and existing ~~composition,~~composition; and the results of the most recent Board, committee and individual director evaluations.



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~~CORPORATE GOVERNANCE~~

Annual Election of Directors

Directors are elected each year at the Annual Meeting ~~to hold office until~~for a one-year term expiring at the next Annual ~~Meeting and~~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 ~~the~~ age of75 (which was increased from age 72 this year), 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.

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~~Majority Voting Standard~~Industry Experience

Experience in the insurance and financial services industry provides a relevant understanding of our business, strategy, and marketplace dynamics.

~~Our bylaws provide~~

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.

Public Company Executive Experience

Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity.

Regulatory/Risk Management

A complex regulatory and risk environment requires us to develop policies and procedures that ~~in an election of directors where the number of nominees does not exceed the number of directors~~effectively manage compliance and risk.

Technology/Digital Transformation

We rely on technology 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 director must submit an irrevocable letter of resignationmanage customer data, deliver products and services to the ~~Board, which will become effective upon acceptance by~~market, pay claims, and enhance the Board. 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.customer experience.

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Board Tenure

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 7.4 years of service on the Board as of the 2021 Annual Meeting.

Board Diversity

Our Board is comprised of members with a range of backgrounds and overall experience. More than half are women or represent a minority group.

Although the Board does not have a specific diversity policy, it recognizes diverse representation on the Board, including in positions of leadership, serves to improve dialogue, decision-making, and culture in the boardroom. Our Governance Committee focuses on advancing continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals, including women, who meet the recruitment criteria. From the candidate pools, our Governance Committee selects director candidates based on their qualifications and attributes as addressed below. Our director nominees range from 52 to 71 years of age, with the average age being 62.2 years, as of the 2021 Annual Meeting.

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Board Evaluation Process

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, business resiliency 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. For example, in recent years, these discussions have led to enhancements to Board diversity, meeting materials, director on-boarding, executive sessions, and Board member engagement.

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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 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 114 in the section titled “Shareholder proposals and nominations for our 2022 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 identified in the corporate governance guidelines;

Ability to commit sufficient time to the Board and its committees;

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 interest in continuing to serve; 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.

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 (which was increased from age 72 this year), 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.

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~~INFORMATION ABOUT THE BOARD OF DIRECTORS~~

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~~



~~Director since 2013~~ ~~Age at Annual Meeting 59~~ ~~Independent Director~~ ~~Committees~~ ~~Audit~~ ~~Human Capital~~	~~Theodore H. Bunting, Jr.~~

	Mr. Bunting retired as the Group President, Utility Operations of Entergy Corporation, an integrated energy company, and previously served as Senior Vice President and Chief Accounting Officer for Entergy. He has extensive financial, accounting and operational experience as a senior executive with a public company in a regulated industry. Mr. Bunting has been a director at another publicly traded company, is an audit committee financial expert under SEC regulations, and is also a certified public accountant.
	~~Career Experience~~	~~Qualifications~~
	~~Entergy Corporation~~ ~~Group President, Utility Operations (2012-2017)~~ ~~Senior Vice President and Chief Accounting Officer (2007-2012)~~ ~~Numerous executive roles with Entergy, which he joined in 1983~~ ~~Public Company Board Experience~~ ~~Imation Corp. (2012-2014)~~	~~Accounting/Auditing~~ ~~Business Operations~~ ~~Capital Management~~ ~~Financial Expertise/Literacy~~ ~~Other Public Company Board Experience~~ ~~Public Company Executive Experience~~ ~~Regulatory/Risk Management~~



~~Director since 2007~~ ~~(also 2004-2005)~~ ~~Age at Annual Meeting 71~~ ~~Independent Director~~ ~~Committees~~ ~~Audit (chair)~~ ~~Risk and Finance~~	~~E. Michael Caulfield~~

	Mr. Caulfield retired as the President of Mercer Human Resources Consulting, prior to which he held numerous executive positions at Prudential Insurance Company. He brings to the Board senior leadership experience in finance, investments and executive management in both the insurance and broader financial services industry. He serves as our Audit Committee chairman and is an audit committee financial expert under SEC regulations.
	~~Career Experience~~	~~Qualifications~~
	~~Mercer Human Resource Consulting~~ ~~President (2005-2006)~~ ~~Chief Operating Officer (2005)~~ ~~Prudential Insurance Company~~ ~~Executive Vice President, Financial Management~~ ~~CEO of Prudential Investments~~ ~~President of Prudential Preferred Financial Services and Prudential Property and Casualty Company~~	~~Accounting/Auditing~~ ~~Business Operations~~ ~~Capital Management~~ ~~Corporate Governance Leadership~~ ~~Financial Expertise/Literacy~~ ~~Industry Experience~~ ~~International~~ ~~Investment Markets~~ ~~Public Company Executive Experience~~ ~~Regulatory/Risk Management~~



~~2018 PROXY STATEMENT~~	19

~~INFORMATION ABOUT THE BOARD OF DIRECTORS~~



~~Director since 2018~~ ~~Age at Annual Meeting 59~~ ~~Independent Director~~ ~~Committee~~ ~~Audit~~	~~Susan D. DeVore~~

	Ms. DeVore has served as the President and Chief Executive Officer of Premier, Inc., a leading health care improvement company, since its initial public offering in 2013, and before that served in the same capacity 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 healthcare consulting experience. She also qualifies as an audit committee financial expert under SEC regulations.
	~~Career Experience~~	~~Qualifications~~
	~~Premier, Inc.~~ ~~President and CEO (since 2013)~~ ~~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~~ ~~Premier, Inc., since 2013~~	~~Accounting/Auditing~~ ~~Business Operations~~ ~~Capital Management~~ ~~Corporate Governance Leadership~~ ~~Financial Expertise/Literacy~~ ~~Industry Experience~~ ~~International~~ ~~Other Public Company Board Experience~~ ~~Public Company Executive Experience~~ ~~Regulatory/Risk Management~~ ~~Technology~~



~~Director since 2016~~ ~~Age at Annual Meeting 61~~ ~~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, prior to which he served in increasingly senior leadership positions with Deloitte. 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 a certified public accountant and an audit committee financial expert under SEC regulations.
	~~Career Experience~~	~~Qualifications~~
	~~Deloitte LLP~~ ~~CEO (2011-2014)~~ ~~Various executive positions during his 36 years with the company~~ ~~My Brother's Keeper Alliance~~ ~~Chair Emeritus~~ ~~President's Export Council~~ ~~Private sector member~~ ~~Public Company Board Experience~~ ~~Xerox, since 2007~~ ~~Bank of New York Mellon Corporation, since 2015 (Lead Independent Director since 2016)~~ ~~Pfizer, since 2015~~	~~Accounting/Auditing~~ ~~Business Operations~~ ~~Capital Management~~ ~~Corporate Governance Leadership~~ ~~Financial Expertise/Literacy~~ ~~Industry Experience~~ ~~International~~ ~~Other Public Company Board Experience~~ ~~Regulatory/Risk Management~~



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~~INFORMATION ABOUT THE BOARD OF DIRECTORS~~



~~Director since 2014~~ ~~Age at Annual Meeting 62~~ ~~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 her work at T. Rowe Price, 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~~	~~Public Company Board 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)~~	~~BlackRock Closed-End Funds, since 2016~~ ~~The Hanover Insurance Group, Inc.~~, ~~since 2015~~ ~~Envestnet, Inc.~~ ~~(2013-2016)~~ ~~Qualifications~~ ~~Business Operations~~ ~~Corporate Governance Leadership~~ ~~Financial Expertise/Literacy~~ 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.
	Public Company Executive Experience		Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity.
	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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CORPORATE GOVERNANCE

Board Tenure

Board Diversity

Our Board is comprised of members with a range of backgrounds and overall experience. More than half are women or represent a minority group.

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Board Evaluation Process

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.

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CORPORATE GOVERNANCE

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 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.

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 identified in the corporate governance guidelines;

Ability to commit sufficient time to the Board and its committees;

Collegial effectiveness; and

Diversity, whether in viewpoints, gender, race, ethnicity, age, professional experience or other demographics.

Annual Election of Directors

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CORPORATE GOVERNANCE

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 director must submit an irrevocable letter of resignation to the Board, which will become effective upon acceptance by the Board. 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.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Director Nominees


Director since 2013 Age at Annual Meeting 62 Independent Director Committees Human Capital 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 and is also a certified public accountant.

	Career Experience	Qualifications
	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)	Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management ~~Technology~~


Director since ~~2008~~2019 Age at Annual Meeting 61 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 operational segments of XL. 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	Qualifications
	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	Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management

	Public Company Board Experience
	Enstar Group Limited, since 2020

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Director since 2018 Age at Annual Meeting 62 Independent Director Committees Audit Risk and Finance	Susan D. DeVore
	Ms. DeVore has served as the Chief Executive Officer of Premier, Inc., a leading health care improvement company, since its initial public offering in 2013. She plans to step down as CEO and a director of Premier in May 2021 before retiring later in the year. 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. She also qualifies as an audit committee financial expert under SEC regulations.

	Career Experience	Qualifications
	Premier, Inc. CEO (since 2013) 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	Accounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology/Digital Transformation


	Public Company Board Experience
	Premier, Inc., since 2013


Director since 2016 Age at Annual Meeting 64 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 a Senior Advisor to the President of the University of Miami, where he also serves as CEO of UHealth and Executive Vice President for Health Affairs. 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	Qualifications
	Deloitte LLP CEO (2011-2014) Various executive positions during 36 years with Deloitte	Accounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Regulatory/Risk Management

	Public Company Board Experience
	Bank of New York Mellon Corporation,
	since 2015 (Non-Executive Chair since September 2019) Pfizer Inc., since 2015 Xerox Holdings Corporation, since 2017

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Director since 2014 Age at Annual Meeting 65 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	Qualifications
	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)	Business Operations Corporate Governance/ESG Financial Expertise/Literacy Industry Experience Investment Markets Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology/Digital Transformation

	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 Prior board service: Envestnet, Inc. (2013-2016)


Director since 2008 Age at Annual Meeting 64 Independent Director Chairman of the Board of ~~Directors~~ Directors Committees Governance ~~(chair)~~ Human Capital	Kevin T. Kabat

	Mr. Kabat is ~~the~~ 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~~	~~Qualifications~~
	Career Experience		Qualifications
	Fifth Third Bancorp CEO (2007-2015) President (2006-2012) Other executive roles, including with predecessor companies		Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management

	Public Company Board Experience


	NiSource Inc., since 2015 (Chair since May 2019) Prior board experience: E*TRADE Financial Corporation~~, since 2016~~ ~~NiSource Inc.~~ (2016-2020, including Lead Independent Director from~~, since 2015 (Vice Chairman since 2018)~~ 2016-2020); Fifth Third Bancorp (2007-2016, including Executive Chairman from 2008-2010 and Executive Vice Chairman from 2012-2016)	~~Business Operations~~ ~~Capital Management~~ ~~Corporate Governance Leadership~~ ~~Financial Expertise/Literacy~~ ~~Industry Experience~~ ~~Other Public Company Board Experience~~ ~~Public Company Executive Experience~~ ~~Regulatory/Risk Management~~



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Director since 2012 Age at Annual Meeting 5659 Independent Director Committees Audit (chair) Risk and Finance ~~(chair)~~ ~~Audit~~	Timothy F. Keaney

	Mr. Keaney retired as the Vice Chairman of the Bank of New York Mellon Corporation (BNY Mellon), 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 is considered an ~~Audit Committee Financial Expert~~audit committee financial expert under SEC regulations.
	~~Career Experience~~	~~Qualifications~~
	Career Experience		Qualifications
	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		Accounting/Auditing Business Operations Capital Management Corporate ~~Governance Leadership~~Governance/ESG Financial Expertise/Literacy Industry Experience International Investment Markets Public Company Executive Experience Regulatory/Risk Management



Director since 2004 Age at Annual Meeting 6871 Independent Director Committees Governance (chair) Regulatory Compliance ~~(chair)~~ ~~Governance~~		Gloria C. Larson

		Ms. Larson isretired 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.
		~~Career Experience~~	~~Public Company Board Experience~~
		Career Experience		Qualifications
		Harvard University Graduate School of Education President in Residence (2018-2019) Bentley University President ~~(since 2007)~~(2007-2018) Foley Hoag LLP Law firm partner ~~and~~(1996-2007, including service as Co-Chair of Governmental Practices ~~Group~~Group) Other leadership positions with the Commonwealth ~~Commonwealth~~ of Massachusetts ~~(Secretary~~(Secretary of Economic Affairs) and the Federal Trade Commission (Deputy ~~(Deputy~~ Director of Consumer Protection)		~~Boston Private Financial Holdings, Inc.~~,~~since 2015~~ Business Operations ~~Qualifications~~ Corporate ~~Governance Leadership~~Governance/ESG Financial Expertise/Literacy Other Public Company Board Experience Regulatory/Risk Management


		Public Company Board Experience
	Boston Private Financial Holdings, Inc., since 2015

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Director since 2015 Age at Annual Meeting 4952 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~~	~~Qualifications~~
	Career Experience		Qualifications
	Unum Group President and CEO (since 2015) ~~Chief Financial Officer (2009-2015)~~ ~~Sun Life Financial, Inc.~~ Executive Vice President and ~~Chief~~CFO (2009-2015) Sun Life Financial, ~~Officer~~ Inc. ~~Public Company Board Experience~~ Executive Vice President and CFO (2007-2009) ~~U.S. Bancorp, since 2017~~Executive Vice President (2006-2007)		Accounting/Auditing Business Operations Capital Management Corporate ~~Governance Leadership~~Governance/ESG Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management



		Public Company Board Experience
		U.S. Bancorp, since 2017


Director since 2015 Age at Annual Meeting 6164 Independent Director Committees Governance Human Capital ~~Risk and Finance~~	Ronald P. O'Hanley

	Mr. O’Hanley is the Chairman, President and Chief ~~Operating~~Executive Officer of State Street Corporation, a provider of financial services to institutional investors worldwide, having previously served as the President and Chief ~~Executive Officer~~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~~	~~Qualifications~~
	Career Experience	Qualifications
	State Street Corporation Chairman, since 2020; President and CEO, since 2019 President and COO ~~(since 2017)~~(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)~~ (2010-2014) Other senior leadership positions with The Bank of New York Mellon Corporation and McKinsey ~~and~~ ~~McKinsey~~ & Company, Inc.	Accounting/Auditing Business Operations Capital Management Corporate ~~Governance Leadership~~Governance/ESG Financial Expertise/Literacy Industry Experience International Investment Markets Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management




~~2018 PROXY STATEMENT~~	23 Public Company Board Experience
	State Street Corporation, since 2019 (Chairman since 2020)

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Director since 2015 Age at Annual Meeting 5760 Independent Director Committees Audit Regulatory Compliance	Francis J. Shammo

	Mr. Shammo joined private equity firm Stonepeak Infrastructure Partners as a consultant in 2019. He retired in 2016 as ~~the~~ Executive Vice President and Chief Financial Officer of Verizon Communications, Inc., a leading communications provider, prior to which he held increasingly senior leadership ~~positions within the organization.~~positions. He has significant executive management, financial, operational and risk management experience in the technology-heavy telecommunications industry, and has led business units with responsibility for sales, marketing and customer service for customers worldwide. He is also a certified public accountant and qualifies as an audit committee financial expert under SEC regulations.
	~~Career Experience~~	~~Qualifications~~
	Career Experience		Qualifications
	Stonepeak Infrastructure Partners Consultant, since 2019 Verizon Communications, Inc. EVP and CFO (2010-2016) President and CEO, Verizon Telecom and Business (2010) President – Wireline (2009-2010) Other executive positions with Verizon and its predecessor, which he joined in 1989		Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management ~~Technology~~ Technology/Digital Transformation

~~Additional Current Director - Retiring at the Annual Meeting~~



~~Director since 2004~~ ~~Age at Annual Meeting 69~~ ~~Independent Director~~ ~~Committees~~ ~~Governance~~ ~~Regulatory Compliance~~		~~Pamela H. Godwin~~

	Ms. Godwin is President of Change Partners, Inc., a consulting firm specializing in organizational change and growth initiatives. She has executive management and operating experience, and risk assessment skills, from her extensive career in the insurance industry. Ms. Godwin also served as a director of the Federal Home Loan Bank of Pittsburgh from January 2013 through December 2017.
	~~Career Experience~~		Public Company Board Experience
			~~Change Partners,~~Prior board service: Avis Budget Group Inc. ~~President (since 2001)~~ ~~Various executive positions at~~ ~~GMAC Insurance, Advanta, Academy Insurance Group~~ ~~(a unit of Providian Corporation), and~~ ~~Colonial Penn Group, Inc.~~ (2018-2020)	~~Federal Home Loan Bank of Pittsburgh~~ ~~(2013-2017)~~ ~~Qualifications~~ ~~Business Operations~~ ~~Financial Expertise/Literacy~~ ~~Industry Experience~~ ~~Regulatory/Risk Management~~

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Summary of Director Qualifications and Experience

This table provides a summary view of the qualifications and attributes of each director nominee.

*Tenure and age calculated as of the ~~2018~~2021 Annual ~~Meeting~~Meeting.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

Director Independence

Our corporate governance guidelines provide that a substantial majority of the Board will be independent. For a director to be considered independent, the Board must determine ~~that~~ 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 ~~that~~ 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.

The Governance Committee reviews information about the directors’ relationships and affiliations that might affect 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 (other than Mr. Keaney), 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 ~~(business~~(e.g., where the other business obtains insurance policies from us or we acquire, dispose or receive interest on ~~debt~~ 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’ total consolidated revenues for such fiscal year or in which the director's ~~only~~ interest arose only from his or her position as a director of the other business. ~~In addition, each~~None of ~~Mses. DeVore and Larson,~~our non-employee directors, or ~~one~~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~~non- discretionary matching contributions) in excess of ~~less than~~ $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 ~~that each of Messrs.~~Mr. Bunting, ~~Caulfield,~~Ms. Cross, Ms. DeVore, Mr. Echevarria, Ms. Egan, Mr. Kabat, Mr. Keaney, Ms. Larson, Mr. O’Hanley and Mr. Shammo ~~and Mses. DeVore, Egan, Godwin and Larson is (as well as Mr. Muhl who retired in 2017, was during his tenure) an~~are independent ~~director.~~directors.

Mr. McKenney, our President and CEO, is not an independent director.

Director Compensation

The Human Capital Committee (the ~~"Committee"~~“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 third-party 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 ~~peer~~ groups: (1) the Proxy Peer Group described beginning on page 5358 of this proxy statement; and (2) a general industry ~~peer group,~~sample, which consisted of ~~140~~126 companies for the Committee review ~~completed~~held in December ~~2017.~~2020. The Committee believes the companies in the general industry ~~peer group~~sample provide appropriate comparisons given that their market capitalizations and revenues are well aligned with those of the company (data below as of December ~~2016)~~2019):

Market capitalizations ranging from ~~$5.5~~$5.7 billion at the 25th percentile to ~~$15~~$19.8 billion at the 75th percentile (compared to Unum market capitalization of ~~$10.2~~$6.0 billion); and



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~~INFORMATION ABOUT THE BOARD OF DIRECTORS~~

Revenues ranging from $4$4.8 billion at the 25th percentile to ~~$11~~$12.3 billion at the 75th percentile (compared to Unum revenues of ~~$11~~$12.0 billion).

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The use of two ~~peer~~ groups provides an indication of director pay levels both within the insurance industry as well as the broader market. The Committee uses the approximate median of these ~~peer~~ groups as a reference point for setting director compensation.

The ~~Committee’s~~Committee's consultant provided its annual analysis of non-employee director compensation at the December ~~2017~~2020 Committee meeting. ~~Given the competitive positioning of the Board's annual cash retainer and equity grant relative to peers, no increase~~At that time, director compensation was ~~recommended. However, the consultant advised that the committee chair retainers were below~~slightly above the Proxy Peer Group median. ~~After discussion,~~Based on this review, the ~~Committee approved increases~~Committee’s consultant did not recommend any changes to ~~chair retainers to be effective in May 2018, as outlined in the table below.~~cash or equity retainers.

Elements of Non-Employee Director Compensation in ~~2017~~2020

Non-employee directors receive cash retainers and equity awards as outlined in the following table:

NON-EMPLOYEE DIRECTOR COMPENSATION

NON-EMPLOYEE DIRECTOR COMPENSATION
2018 Pay 2017 Pay
All Directors:
Annual cash retainer $110,000 $110,000
Annual restricted stock unit award 150,000
150,000
Committee Chairs:
Additional annual cash retainer - Audit Committee 25,000
22,500
Additional annual cash retainer - Human Capital Committee 20,000
17,500
Additional annual cash retainer - Risk and Finance Committee 20,000
10,000
Additional annual cash retainer - Governance Committee 15,000
10,000
Additional annual cash retainer - Regulatory Compliance Committee 15,000
10,000
Board Chairman:
Additional annual cash retainer (paid in quarterly installments) 200,000
200,000

			2020 Pay
All Directors:
Annual cash retainer			$120,000
Annual restricted stock unit award			160,000
Committee Chairs:
Additional annual cash retainer			25,000
Board Chairman:
Additional annual cash retainer (paid 50% in cash and 50% in equity for 2020)			225,000

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 the election of each director 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.

Directors’ expenses offor attending Board and committee meetings, or other meetings relating to company business, are paid by the company. Directors are eligible to participate in our employee matching gifts program. Under this program, we match up to $10,000 each year for eligible gifts to ~~non-profit~~nonprofit organizations. Directors can also elect to contribute to the Unum Political Action Committee (PAC) through a deduction from their annual fees earned. For those who choose to make a contribution to the Unum PAC and take advantage of 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.

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INFORMATION ABOUT THE BOARD OF DIRECTORS

~~2017~~

2020 Compensation

Our Board compensation year starts at ~~the~~each Annual Meeting ~~each year~~ and runs to the next Annual Meeting. The annual Board and committee chair cash retainers and restricted stock unit award are paid/granted annually in advance. The additional ~~cash~~ retainer for the Board Chairman is paid ~~quarterly~~ in ~~advance.~~the form of 50% cash and 50% equity. The following table provides details of the compensation of each person who served as a non-employee director during 2017. Ms. DeVore did not join the Board until February 2018 and therefore did not receive any compensation during 2017. Mr. Kabat was elected as the Chairman of the Board in May following the 2017 Annual Meeting. In addition, Mr. Kabat served as the chair of the Human Capital Committee until August 2017 and was elected as the chair of the Governance Committee in September 2017. Therefore, his compensation reflects the prorated cash retainer for service as Board Chairman as well as the prorated cash retainers for service as chair of the Human Capital Committee and the Governance Committee. Ms. Egan was elected as the chair for the Human Capital Committee in August 2017 and her compensation reflects a prorated committee chair retainer.2020.

NON-EMPLOYEE DIRECTOR COMPENSATION
Name
Fees Earned
or Paid in Cash⁽¹⁾
Stock
Awards⁽²⁾
All Other
Compensation⁽³⁾
Total
Theodore H. Bunting, Jr. $110,000 $150,002 —
$260,002
E. Michael Caulfield 132,500
150,002
10,000
292,502
Joseph J. Echevarria 109,959
150,002
—
259,961
Cynthia L. Egan 123,354
150,002
10,000
283,356
Pamela H. Godwin 120,000
150,002
—
270,002
Kevin T. Kabat 260,647
150,002
—
410,649
Timothy F. Keaney 120,000
150,002
—
270,002
Gloria C. Larson 119,992
150,002
10,000
279,994
Edward J. Muhl —
—
5,000
5,000
Ronald P. O'Hanley 109,959
150,002
10,000
269,961
Francis J. Shammo 110,000
150,002
—
260,002
Thomas R. Watjen 80,000
—
5,000
85,000
NON-EMPLOYEE DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash⁽¹⁾	Stock Awards⁽²⁾	All Other Compensation⁽³⁾	Total
Theodore H. Bunting, Jr.	$145,000	$159,996	$5,000	$309,996
Susan L. Cross	120,006	159,996	10,000	290,002
Susan D. DeVore	120,000	159,996	5,000	284,996
Joseph J. Echevarria	144,999	159,996	—	304,995
Cynthia L. Egan	145,000	159,996	10,000	314,996
Kevin T. Kabat	232,500	272,503	—	505,003
Timothy F. Keaney	145,000	159,996	—	304,996
Gloria C. Larson	145,000	159,996	10,000	314,996
Ronald P. O'Hanley	120,005	159,996	10,000	290,001
Francis J. Shammo	120,000	159,996	10,000	289,996


⁽¹⁾	Amounts represent retainers, including for service as Board Chairman and committee chairs, which were paid in ~~2017,~~2020, either in cash or deferred shares, for ~~2017/2018~~2020/2021 Board service. ~~Messrs. Echevarria and O'Hanley and Ms. Larson each elected to defer their cash retainers, which were converted to deferred share rights with the value reflected in the table.~~

Board members were given the opportunity to make a contribution to the Unum PAC from their fees earned. If the Board member elected to make a Unum PAC 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 make a contribution to the Unum PAC and take advantage of 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 Unum PAC contribution matched, the match is made in the next calendar year (i.e., in 2020 for the 2019 contribution or in 2021 for the 2020 contribution).

Ms. Cross, Mr. Echevarria and Mr. O'Hanley each elected to defer their cash retainers, which were converted to deferred share rights with the value reflected in the table.

⁽²⁾

On May ~~25, 2017,~~28, 2020, each ~~then serving~~then-serving non-employee director was granted ~~3,304~~10,050 restricted stock units (RSUs) under our Stock Incentive Plan of 2017. Mr. Kabat was granted an additional 7,067 RSUs for his service as Board Chairman. The amounts shown are the grant date fair market values of these units. ~~Messrs. Muhl and Watjen retired from the Board at the 2017 Annual Meeting and did not receive a grant of RSUs for the 2017/2018 Board year.~~

We account for stock-based payments under the requirements of ~~Accounting Standards Codification~~FASB ASC Topic 718 ~~Compensation~~“Compensation - Stock ~~Compensation~~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 11 of the Consolidated Financial Statements in Part II, Item 8 of our Form 10-K for the year ending December 31, ~~2017.~~2020.

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The following table provides details of the unvested RSUs, including dividend equivalent units credited as additional RSUs, held by each non-employee director as of December 31, ~~2017.~~

2020. Deferred share rights are fully vested and not reflected in the table below.

Director Name
Number of Unvested
Restricted Stock Units at Fiscal Year End
Director Name
Number of Unvested
Restricted Stock Units at Fiscal Year End
Theodore H. Bunting, Jr. 3,334 Kevin T. Kabat 3,334
E. Michael Caulfield 3,334 Timothy F. Keaney 3,334
Joseph J. Echevarria 3,334 Gloria C. Larson 3,334
Cynthia L. Egan 3,334 Ronald P. O'Hanley 3,334
Pamela H. Godwin 3,334 Francis J. Shammo 3,334

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.	10,348	Kevin T. Kabat	17,625
Susan L. Cross	10,348	Timothy F. Keaney	10,348
Susan D. DeVore	10,348	Gloria C. Larson	10,348
Joseph J. Echevarria	10,348	Ronald P. O'Hanley	10,348
Cynthia L. Egan	10,348	Francis J. Shammo	10,348

⁽³⁾

~~(3)~~

~~With the exception of Messrs. Muhl and Watjen, who both retired from the company in 2017, the~~The amounts shown represent the company’s matching gifts resulting from the directors’ charitable gifts. The Unum PAC matching gifts elections are reflected for those who chose to make a contribution to the Unum PAC during 2019 and chose to take advantage of the matching contribution feature during 2020. For ~~Messrs. Muhl and Watjen, in recognition of their respective retirements from the Board, the company~~those who made a ~~$5,000 charitable~~Unum PAC contribution ~~on behalf of each director.~~during 2020 and elected to have their Unum PAC contribution matched, the match will be made in 2021 and reflected in the Non-Employee Director Compensation table next year.

Director Stock Ownership and Retention Requirements

Each non-employee director is required to own Unum equity securities with an aggregate value of five times the director’s annual cash retainer (for a total current ~~retention~~ownership requirement of ~~$550,000)~~$600,000). New directors have five years from the date of their election to meet the ownership requirement.

In addition, ~~each~~during 2020, non-employee ~~director is~~directors were required to retain 60% of ~~Unum equity securities received as a result~~the shares acquired upon the vesting of ~~director compensation~~their RSU awards for at least one year from the time ~~they vest,~~of vesting, and to retain at least the amount of equity securities necessary to meet his or her ownership requirement until retirement from the Board. Effective January 1, 2021, non-employee directors must retain 100% of the shares they receive as director compensation until their ownership requirement is met and must thereafter continue to meet the ownership requirement after giving effect to any proposed disposition of shares. This change was made to align with a similar change to the retention requirements for executives (as discussed on page 80).

The Committee annually reviews each director’s stock ownership level. If a director does not reach his or her ownership requirement within the time period provided, the Committee will determine whether action is appropriate. As of December 31, ~~2017, all~~2020, nine of the 10 non-employee directors serving on the Board at that time had met the ownership requirement. The only director who had not met the ownership requirement at year-end 2020 joined the Board within the past five years and is expected to meet the ownership requirement within the time period provided.

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Corporate Governance Guidelines

The Board of Directors has adopted corporate governance guidelines on a number of significant matters, including director selection and independence, director responsibilities, Board leadership, and management succession. The corporate governance guidelines are available on our investor relations website under the ~~"Corporate Governance"~~“Corporate Governance” heading at www.investors.unum.com. The Governance Committee regularly reviews developments in corporate governance and recommends updates to the corporate governance guidelines and other documents as necessary or appropriate in response to regulatory requirements and evolving practices.

As a reflection of the Board's continuing commitment to strong governance practices, shareholders are being asked to approve an Amended and Restated Certificate of Incorporation at the 2018 Annual Meeting, which includes amendments to eliminate supermajority voting requirements and other non-material changes. For further information please refer to Voting Item 4 on page 98.

Board Leadership Structure

Kevin T. Kabat serves as non-executive Chairman of the Board and Richard P. McKenney serves as President and CEO of the Company. Following a deliberate and transparent succession process, members of the Board elected Mr. Kabat to this position effective upon the retirement of its former Chairman at the 2017 Annual Meeting.

company. As the non-executive Chairman, Mr. Kabat is also deemed the Lead Independent Director and, as such, has the responsibilities outlined in our corporate governance guidelines, including:

Presiding at all meetings of the Board, including executive sessions of the non-management and independent directors;

Communicating actions/issues arising from executive sessions to the CEO, as appropriate;

Authority to call meetings of the independent directors;

Authority to approve meeting schedules, agendas and information provided to the Board;

Advising the Board on Board development, including Board and committee leadership succession planning;

Unless otherwise determined by the Board, meeting with each director to evaluate the Board and committees and reporting this evaluation to the Governance Committee;

When requested by the independent directors, hiring advisors to the independent directors, to be paid by the company;

Receiving, through the Corporate Secretary, communications from shareholders seeking to communicate with the Board;

Serving as a liaison to the independent directors; and

If requested by major shareholders, ensuring ~~that~~ he is available for consultation and direct communication.

The Board believes the current leadership structure provides significant independent oversight of management, as Mr. McKenney (our CEO and an employee of the company) is the only member of the Board



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who is not an independent director. The Board holds executive sessions, without management present, at each regularly scheduled in-person Board meeting. In ~~2017,~~2020, the independent directors met alone in executive session ~~five~~six times, and each session was chaired by Mr. Kabat.

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Our bylaws and corporate governance guidelines allow the offices of Chairman and CEO to be filled by the same or different individuals. This allows the Board flexibility to select the appropriate leadership for our company based on a number of factors, including the specific needs of the business and what best serves the company and shareholders at a given time. The independent directors of the Board will continue to review the Board’s leadership structure periodically and may modify this structure from time to time as they determine appropriate and in the best interests of the company and shareholders.

Board Meetings and Attendance

The Board of Directors met ~~six~~11 times during ~~2017.~~2020, including additional meetings that were scheduled to brief the Board on and discuss the regulatory examination of statutory LTC reserves and the company’s response to the emergence of the pandemic and its impact on our business and operations. Depending upon committee assignments, a director generally ~~would have~~ had 1719 to 2226 meetings to attend in ~~2017.~~2020. Average director attendance at Board and committee meetings was 98%, and each incumbent director attended at least ~~89%~~92% of the total number of meetings of the Board and committees on which he or she served during the period of the director’s service in ~~2017.~~2020.

Directors are expected to attend Annual Meetings. All current directors serving on the Board at the time of the ~~2017~~2020 Annual Meeting attended that meeting.



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~~BOARD AND COMMITTEE GOVERNANCE~~

Committees of the Board

The Board of Directors has five standing committees: Audit, Risk and Finance, Governance, Human Capital, and Regulatory Compliance. Each committee has a charter ~~that is~~ available on our investor relations website under the ~~"Corporate Governance"~~“Corporate Governance” heading at www.investors.unum.com. In addition to the duties contained in their respective charters (some of which are listed under “Committee Responsibilities” below), each committee may be assigned additional tasks by the Board, and each is charged with reporting its activities to the Board.

BOARD MEMBERS AND COMMITTEES

Theodore H. Bunting, Jr.

•

Chair

Susan L. Cross

•

Susan D. DeVore

•

Joseph J. Echevarria

Chair

•

Cynthia L. Egan

Chair

•

Kevin T. Kabat

•

Timothy F. Keaney

Chair

•

Gloria C. Larson

Chair

•

Richard P. McKenney

Ronald P. O'Hanley

•

Francis J. Shammo

•

2020 Committee Meetings

Name
Term
Expires
Audit
Risk &
Finance
Governance
Human
Capital
Regulatory
Compliance
Theodore H. Bunting, Jr. 2018 ● ●
E. Michael Caulfield 2018 Chair ●
Susan D. DeVore⁽¹⁾
2018 ●
Joseph J. Echevarria⁽²⁾
2018 ● ●
Cynthia L. Egan⁽³⁾
2018 Chair ●
Pamela H. Godwin⁽⁴⁾⁽⁵⁾
2018 ● ●
Kevin T. Kabat⁽⁶⁾
2018 Chair ●
Timothy F. Keaney 2018 ● Chair
Gloria C. Larson 2018 ● Chair
Richard P. McKenney 2018
Ronald P. O'Hanley 2018 ● ●
Francis J. Shammo 2018 ● ●
2017 Committee Meetings 10 6 6 7 5

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COMMITTEE RESPONSIBILITIES

Listed below are certain areas of responsibilities for the Board's committees. For a complete listing of each committee's responsibilities, please refer to their charters located on our investor relations website under the “Corporate Governance” heading at www.investors.unum.com.


Audit Committee⁽¹⁾	~~Ms. DeVore joined the Board effective February 22, 2018.~~

•	Assists the Board in oversight of financial statement and disclosure matters, the effectiveness of internal control over financial reporting, the relationship with our independent auditor, the internal audit function, compliance with legal and regulatory requirements, and financial risk.

~~(2)~~ •

~~Mr. Echevarria rotated from~~Has the sole authority to appoint, oversee and, if necessary, replace the company’s independent auditors.

•	A more complete description of the responsibilities of the Audit Committee tois included in the ~~Risk & Finance Committee in May 2017.~~“Report of the Audit Committee” on page 48.

Governance Committee⁽²⁾

•	Assists the Board in implementation and oversight of our corporate governance policies. The Governance Committee identifies qualified candidates for the Board and recommends the individuals to be nominated by the Board for election as directors.

~~(3)~~ •

~~Ms. Egan was named~~Develops and recommends to the ~~Chair~~Board our corporate governance guidelines.

•	Oversees the process for Board and committee evaluations.

•	Advises the Board on corporate governance matters, including with respect to the size, composition, operations, leadership, succession plans and the needs of the Board and its committees.

•	Oversees the company's strategy, reputation and activities concerning corporate sustainability, including environmental and social risks and opportunities.

Human Capital Committee⁽³⁾

•	Assists the Board in oversight of our compensation and benefit programs, and related risks to support business plans, attract and retain key executives, and tie compensation to performance.

•	Establishes our general compensation philosophy, principles and practices.

•	Takes into consideration the results of the company’s most recent say-on-pay vote.

•	Evaluates and approves compensation and benefit plans.

•	Annually reviews performance and approves compensation of the CEO and other executive officers.

•	Reviews and recommends to the Board the form and amount of director compensation.

•	Oversees the company's development and implementation of, and monitors the effectiveness of, the company's policies and strategies relating to its human capital management function, talent management, inclusion and diversity, and workplace and employment practices.

Regulatory Compliance Committee⁽⁴⁾

•	Assists the Board in its oversight of regulatory, compliance, policy and legal matters and related risks and compliance with laws and regulations.

•	Monitors the effectiveness of our compliance efforts concerning applicable regulatory and legal requirements and internal policy.

•	Reviews and discusses with management any communication to or from regulators or governmental agencies and any complaints, reports and legal matters that raise significant issues regarding our compliance with applicable laws or regulations.

•	Monitors the investigation and resolution of any significant instances of noncompliance or potential compliance violations.

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Risk and Finance Committee⁽⁵⁾

•

Assists the Board in oversight of our investments, capital and financing plans and activities, including dividends and borrowings, and related financial matters and the associated risks. It also oversees our enterprise risk management activities and other risks not specifically allocated to another committee.

•	Monitors, evaluates and recommends to the Board capital and financing plans, activities, requirements and opportunities.

•	Oversees implementation of and compliance with investment strategies, guidelines and policies.

•	Authorizes loans and investments of the company.

•	Oversees and receives reports concerning overall management of risks arising under the company's information security (including cybersecurity) and business resiliency (including disaster recovery and business continuity) programs.

•	Monitors, evaluates and makes recommendations regarding matters pertaining to our Closed Block segment, including long-term care business, that could have meaningful impact upon any of the matters for which the Risk and Finance Committee has oversight responsibility.

⁽¹⁾	All members of the Audit Committee meet the independence requirements of the SEC and the NYSE and our corporate governance guidelines. All four members of the Audit Committee are “audit committee financial experts” under SEC regulations, and are “financially literate” as required by the NYSE.

⁽²⁾	All members of the Governance Committee meet the independence requirements of the NYSE and our corporate governance guidelines.

⁽³⁾

All members of the Human Capital Committee ~~in August 2017.~~meet the independence requirements of the NYSE for directors and compensation committee members and our corporate governance guidelines and are “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934.

⁽⁴⁾
~~(4)~~	~~Ms. Godwin rotated from the Risk & Finance Committee to~~All members of the Regulatory Compliance Committee ~~in May 2017.~~meet the independence requirements of our corporate governance guidelines.

⁽⁵⁾
~~(5)~~	~~As noted on page~~ 24~~, Ms. Godwin will not stand for re-election at the 2018 Annual Meeting.~~


~~(6)~~	~~Mr. Kabat was named Chairman~~All members of the ~~Board in May 2017~~Risk and Finance Committee meet the ~~Chair~~independence requirements of ~~the Governance Committee in September 2017.~~our corporate governance guidelines.

~~Audit Committee~~

The Audit Committee assists the Board in oversight of financial statement and disclosure matters, the effectiveness of internal control over financial reporting, the relationship with our independent auditor, the internal audit function, compliance with legal and regulatory requirements, and financial risk. The Audit Committee has the sole authority to appoint, oversee and, if necessary, replace the company’s independent auditors. A more complete description of the responsibilities of the Audit Committee is included in the Report of the Audit Committee beginning on page 41.



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All members of the Audit Committee meet the independence requirements of the SEC and the NYSE for audit committee members and our corporate governance guidelines. The Board has further determined that all five members of the Audit Committee, Theodore H. Bunting, Jr., E. Michael Caulfield, Susan D. DeVore, Timothy F. Keaney, and Francis J. Shammo, are "audit committee financial experts" under SEC regulations, and are "financially literate" as required by the NYSE.

~~Governance Committee~~

~~The Governance Committee assists the Board in implementation and oversight of our corporate governance policies. Among other responsibilities, the Governance Committee:~~

~~Identifies qualified candidates for the Board, consistent with criteria approved by the Board, and recommends the individuals to be nominated by the Board for election as directors;~~

~~Develops and recommends to the Board our corporate governance guidelines;~~

~~Oversees the process for Board and committee evaluations; and~~

~~Advises the Board on corporate governance matters, including with respect to the size, composition, operations, leadership, succession plans and the needs of the Board and its committees.~~

~~All members of the Governance Committee meet the independence requirements of the NYSE and our corporate governance guidelines.~~

~~Human Capital Committee~~

The Human Capital Committee assists the Board in oversight of our compensation and benefit programs and related risks to support business plans, attract and retain key executives and tie compensation to performance. Among other responsibilities, the Human Capital Committee:

~~Establishes our general compensation philosophy, principles and practices;~~

~~Takes into consideration the results of the company’s most recent say-on-pay vote;~~

~~Evaluates and approves compensation and benefit plans;~~

~~Annually reviews performance and approves compensation of the CEO and other executive officers;~~

~~Reviews and recommends to the Board the form and amount of director compensation; and~~

~~Reviews the Compensation Discussion and Analysis and related disclosures in our proxy statements.~~

All members of the Human Capital Committee meet the independence requirements of the NYSE for directors and compensation committee members and our corporate governance guidelines and are "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.

~~Regulatory Compliance Committee~~

The Regulatory Compliance Committee assists the Board in its oversight of regulatory, compliance, policy and legal matters and related risks and compliance with laws and regulations. Among other responsibilities, the Regulatory Compliance Committee:

~~Monitors the effectiveness of our compliance efforts concerning applicable regulatory and legal requirements and internal policy;~~



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~~BOARD AND COMMITTEE GOVERNANCE~~

Reviews and discusses with management any communication to or from regulators or governmental agencies and any complaints, reports and legal matters that raise significant issues regarding our compliance with applicable laws or regulations; and

~~Monitors the investigation and resolution of any significant instances of noncompliance or potential compliance violations.~~

~~All members of the Regulatory Compliance Committee meet the independence requirements of our corporate governance guidelines.~~

~~Risk and Finance Committee~~

The Risk and Finance Committee assists the Board in oversight of our investments, capital and financing plans and activities, including dividends and borrowings, and related financial matters and the associated risks. It also oversees our enterprise risk management activities and other risks not specifically allocated to another committee. Among other responsibilities, the Risk and Finance Committee:

~~Monitors, evaluates and recommends to the Board capital and financing plans, activities, requirements and opportunities;~~

~~Oversees implementation of and compliance with investment strategies, guidelines and policies;~~

~~Authorizes loans and investments of the company;~~

~~Reviews, assesses and reports on the impact of various finance activities on our debt ratings; and~~

Monitors, evaluates and makes recommendations regarding matters pertaining to our Closed Block segment, including the long-term care business, that could have a meaningful impact upon any of the matters for which the Risk and Finance Committee has oversight responsibility.

~~All members of the Risk and Finance Committee meet the independence requirements of our corporate governance guidelines.~~

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, 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 Board’s Role in Risk Oversight

The Board has an active role, as a whole and also at the committee level, in overseeing management of the company’s risks. The Board is responsible for managing strategic risk, and it regularly reviews information regarding our capital, liquidity and operations, as well as the risks associated with each. The Risk and Finance Committee is responsible for oversight of the company’s enterprise risk management program, including financial risk, operational risk, and receives a report on these activities at least quarterly. The Risk and Finance Committee is also responsible for overseeing risks associated with investments, capital and financing plans and activities, and related financial matters, including those pertaining to our Closed Block segment, and any other risks not specifically allocated to another committee for oversight. In addition, the Risk and Finance Committee oversees risks arising under our information security and business resiliency programs, including cybersecurity, disaster recovery, and business continuity risks, although other committees oversee cyber-related operational risks as necessary to carry out their responsibilities. The Audit Committee is responsible for oversight of financial

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risk and continues to fulfill its NYSE-mandated responsibility to discuss guidelines and policies with respect to the process by which the company undertakes risk assessment and risk management. The ~~Audit Committee~~full Board also takes an active role in overseeing cybersecurity risk, which in 2019 included participation in a progressive, cyber incident tabletop exercise with senior management and ~~Risk and Finance Committee also meet jointly as~~



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~~appropriate~~third-party experts to ~~oversee certain risks~~increase preparedness for ~~which they have overlapping responsibility, including operational risks relating to~~a potential data ~~privacy, cybersecurity and business continuity.~~breach. The Human Capital Committee is responsible for overseeing the management of risks relating to our compensation plans and programs and, as more fully described below, receives an annual report from the company’s ~~chief risk officer with respect to~~Chief Risk Officer about these risks. The Regulatory Compliance Committee oversees management of risks related to regulatory, compliance, policy and legal matters, both current and emerging and whether of a local, state, federal or international nature. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks in addition to the risk information it receives directly.

Compensation Risk

Each year, the company’s ~~chief risk officer,~~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.~~programs;

Review and assessment of the ~~2017~~2020 annual incentive program and long-term incentive program performance measures for alignment ~~between~~with actual business results, ~~and achievement payout levels.~~

including the resiliency scorecard;

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.~~company; and

Assessment of the incentive programs in light of the company’s primary risks (as disclosed in the company’s ~~2017~~2020 Form 10-K) and the company’s annual financial and capital plans.

~~Assessment of proposed design changes to the~~ ~~2018~~ ~~incentive plans.~~

~~Assessment of the sales compensation programs to identify behaviors incented, inherent risks and existing safeguards.~~

Based on this assessment, the following conclusions were reached by the ~~chief risk officer~~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.~~mechanisms;

The incentive plans are balanced and align the long-term interests of stakeholders and ~~management.~~management;

The program’s goals are effectively balanced and consistent with the risk levels embedded in the company’s financial and capital ~~plans.~~plans; and

All potential awards are subject to Human Capital Committee discretion, and the company has a recoupment policy in place in the event of a material earnings restatement.

Accordingly, our ~~chief risk officer~~Chief Risk Officer and the Human Capital Committee do not believe the company’s compensation programs create risks ~~that are~~ reasonably likely to have a material adverse effect on the company, and ~~that~~ the programs fall within the range of the company's risk appetite.

Director Retirement Policy

Our bylaws do not allow any person to serve as a director beyond the date of the annual meeting of shareholders immediately following his or her ~~72nd~~75th birthday.

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Compensation Committee Interlocks and Insider Participation

During ~~2017,~~2020, Ms. Egan and Messrs. Bunting, Kabat, ~~Muhl,~~ and O'Hanley each served as a member of our Human Capital Committee. None of the members has served as an officer of the company, and during ~~2017~~2020 none of the members was an employee of the company. None of our executive officers served as a member of a board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Human Capital Committee.

Related Party Transactions and Policy

The Board has adopted a written policy concerning related party transactions. This policy covers any transaction in which the company was or is to be a participant and the amount involved exceeds $120,000, and in which any related party had or will have a direct or indirect material interest. A ~~"related party"~~“related party” means any of our directors, director nominees, executive officers, persons known to us to beneficially own more than 5% of our outstanding common stock, and any of their respective immediate family members, and any entity in which any of these persons has an interest as an employee, principal or 10% or greater beneficial owner or other material financial interest.

Prior to entering into a transaction that may be viewed as a related party transaction, the related party must notify our general counsel of the facts and circumstances of the transaction. If the general counsel determines ~~that~~ the proposed transaction is a related party transaction, it is submitted to the disinterested members of the Audit Committee for consideration at the next Committee meeting (or to the chair of the Committee if it is not practical to wait until the next meeting and the chair is not a related party to the transaction). The Committee considers all relevant facts and circumstances, including the benefits to the company, if the related party is an independent director or nominee, the potential effect of entering into the transaction on the director’s or nominee’s independence, any improper conflict of interest that may exist, the availability of other sources for the products and services, the terms of the transaction, and the terms available from or to unrelated third parties generally.

The transaction may be approved if it is determined in good faith not to be inconsistent with the best interests of the company and shareholders. Based on these procedures, the Committee approved the related party transaction described below. Certain types of transactions are deemed to be ~~pre-approved~~pre- approved by the Audit Committee, including executive officer and director compensation arrangements approved by the Board of Directors or the Human Capital Committee, indemnification payments and any transaction between the company and any entity in which a related party has a relationship solely as a director, less than 10% equity holder, or employee (other than an executive officer), or all of these relationships.

Transactions with Related Persons

The company employs Charlene Glidden, who serves as Vice President, Transformation Office Leader and is a sister-in-law of Michael Q. Simonds, the company's Executive Vice President, ~~President~~Chief Operating Officer. She received compensation of approximately $445,626 for 2020 and Chief Executive Officer of Unum US. Charlene Glidden serves as Vice President, Business Planning and Technology Strategy for Colonial Life and does not report within the Unum US organization. Her compensation for 2017 was approximately $461,736, and she participated in compensation and benefit arrangements generally applicable to ~~similarly-situated~~similarly situated employees. Ms. Glidden does not report within Mr. Simonds' organization, and he is not involved in decisions concerning her compensation.

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Codes of Conduct and Ethics

The Board has adopted a Code of Conduct establishing certain business practices and ethics applicable to all of our directors, officers and employees. Our Code guides employees on how to abide by the company's principles and access the resources available to address any ethical issues that arise. We provide online and toll-free access to report ethical issues confidentially, conduct annual training and offer self-service access to a variety of educational materials related to issues covered in our Code. The Board has also implemented a separate Code of Ethics applicable to our CEO and certain of our senior financial officers.

We expect all employees and officers of Unum to abide by the principles and policies set forth in our codes. Both of these codes, together with any information on certain amendments or any waivers applicable to certain of our executive officers, are available on our investor relations website under the ~~"Corporate Governance"~~“Corporate Governance” heading at www.investors.unum.com~~www.investors.unum.com.~~.

Unum continuously strives to operate with the highest standard of excellence and fully understands that integrity and trust are central to all we do to support our customers and employees. This commitment was recently recognized externally, as Unum was named one of the World's Most Ethical Companies in 2021 by The Ethisphere Institute, a nonprofit that defines and measures corporate ethical standards.

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OTHER GOVERNANCE MATTERS

Shareholder Engagement

In line with our commitment to open communication and transparency, ~~we have~~ a robust shareholder engagement process ~~that~~ occurs throughout the year.



In the late summer and early fall, we begin our shareholder engagement efforts by contacting each of our top 50 ~~investors,~~shareholders, which in ~~2017~~2020 represented ~~over 70%~~ more than 73% of our outstanding shares. The focus of these meetings is to discuss our business strategy and our governance and compensation practices, as well as to learn about any other topics that are important to our shareholders. ~~In addition, during 2017, based on feedback from~~During 2020, seven shareholders, ~~in the prior year,~~ representing approximately 24% of our outstanding shares, accepted our invitation for engagement. Our independent ~~Board Chairman~~ Human Capital Committee Chair joined ~~management for the meetings~~each of these meetings. We also met with ~~our largest shareholders. In the late fall, we also meet with key~~ two proxy advisory firms to provide an update on our shareholder engagement efforts and gain further insight into their views ~~regarding~~on our compensation and governance practices and ~~proxy disclosures.~~disclosures, including the recent Success Incentive Plan awards. These communications promote greater engagement with our shareholders on various corporate governance issues and provide an open forum to share perspectives on our policies and practices.	~~Summer~~ ~~Review current trends in global compensation and governance practices. Schedule fall meetings with top shareholders.~~	ð	~~Fall~~ ~~Conduct meetings with shareholders to discuss key issues and solicit shareholder feedback.~~
	ñ		ò
	~~Spring~~ ~~Hold follow-up conversations with top shareholders, as necessary, to address important annual meeting issues.~~	ï	~~Winter~~ ~~Review shareholder feedback with the Board. Enhance proxy disclosures and adjust our compensation and governance practices as appropriate.~~

During the winter, we review with our Governance and Human Capital Committees, and with the full Board, the feedback we received during these shareholder meetings and use it to enhance proxy disclosures and make any recommended governance and compensation changes prior to the next Annual Meeting. Following our Annual Meeting in the spring, we review our shareholder voting results, consider compensation and governance trends and current best practices, and conduct follow-up meetings with ~~investors~~shareholders to address any issues.

For additional information on feedback we received from our shareholders during our outreach efforts, refer to page ~~49.~~55.

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~~Corporate~~

Environmental, Social ~~Responsibility~~and Governance

~~At Unum, social responsibility has long been integrated into our business. With~~We provide a critical financial safety net for millions of people, ~~depending~~a fact that drives us to deliver for those who count on us. This focus on doing the right thing guides our approach to sustainability and social responsibility. Unum has a long tradition of engaging with shareholders, customers, employees, suppliers and communities on a variety of environmental, social and governance (ESG) matters.

In 2020, we took a number of steps to strengthen and mature our governance and disclosure of ESG matters. We finalized a materiality assessment to better understand ESG issues relevant to our organization. This assessment provided valuable internal and external stakeholder feedback and has allowed us to continue expanding the rigor and transparency of our sustainability initiatives. We also reviewed our materiality assessment results in the context of the United Nation's Sustainable Development Goals. These goals aim to end poverty, protect the planet and ensure prosperity.

Our materiality assessment is complemented by a governance framework that helps shape our ESG strategy. The Governance Committee of the Board provides oversight and guides the company's sustainability strategy and initiatives. Strategic guidance is also provided by a Sustainability Steering Council comprised of senior officers, while a companion Sustainability Working Council of representatives from across the company provides oversight of specific initiatives.

Through this oversight, we developed a corporate sustainability strategic framework in 2020 to provide a consistent approach to our ESG efforts, with goals focused on:

Inclusive products and services;

Responsible investment decisions; and

Reducing our impact on the ~~coverage~~environment.

By implementing business strategies that align ESG issues with key economic drivers, we ~~provide,~~strive to create long-term value for investors, customers and our employees while benefiting our suppliers and the communities in which we operate.

We have also released a more comprehensive report of our progress. Our ESG report is available at www.unum.com/about/responsibility.

External Recognition

Our commitment to ESG issues has been validated by several independent organizations through various recognition programs, including the below.

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The Board's Role in ESG

As part of their oversight of the company's strategic direction and risk management, Board members monitor progress on Unum's ESG strategies and initiatives. Discussions with senior management focus on the rapidly changing landscape, opportunities for leadership, and execution against strategic goals and priorities.

The Board is committed to promoting the development of a strong corporate culture that reflects our customers and home communities. The Governance Committee is responsible for oversight of the ESG program and strategy, although other Board committees regularly discuss and oversee specific areas of risk and opportunity within the scope of their responsibilities. These areas include responsible investments, climate change, public policy, inclusion and diversity, corporate culture, employee engagement, and corporate social responsibility.

The Board also seeks to understand investor and stakeholder expectations, and the impact of Unum's business operations on these and other ESG-related issues.

Good Governance and Responsible Business

We work to maintain a sound governance framework rooted in a culture of integrity and responsiveness to the long-term interests of our shareholders. Shareholder perspectives are valued by the Board and management as they consider the current governance landscape and shape our practices to keep pace with, if not stay ahead of, best practices. We list many of our governance practices beginning on page 4.

This commitment was recently recognized externally, as Unum ~~understands~~was named one of the ~~importance~~World's Most Ethical Companies in 2021 by The Ethisphere Institute, a nonprofit that defines and measures corporate ethical standards.

Code of ~~helping others. That~~Conduct

Integrity and doing the right thing are embedded in our culture. Our Code of Conduct is a roadmap of nine principles for doing the right thing every time for our company, our customers, our colleagues and

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ourselves. It guides employees on how to abide by Unum's principles and access the resources available to address any ethical issues that may arise. We Are Unum is a collection of guiding statements that outline our expectations of employees and the commitments we make to them in return.

Responsible Investing

Investment decisions on our $46 billion portfolio represent a significant component of our societal impact. Intensive research, disciplined processes and focused portfolio construction are foundational to our commitment to reliable investing. Our philosophy ~~permeates everything~~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. In March 2021, we signed the Principles for Responsible Investment, a step that demonstrates our commitment to expanded disclosure and an investment approach that more formally integrates ESG factors into our decisions. 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.

Privacy and Cybersecurity

Unum protects the confidentiality of personal information our customers entrust to us. Ongoing smart investments are designed to keep our information security program, including cybersecurity, highly effective, providing physical, technical and administrative controls in line with industry best practices.

Customer Experience

We are currently ranked first in ease of doing business, employer trust and meeting the needs of our customers in comparison to competitors. We continue to make investments in technology and our people to enhance the experience of our customers, and our goal is continue delivering the best experience for those who rely on us for their employee benefit needs.

Social Impact

Engaging with employees, community partners and in the public discourse are key ways we work to create better places to live and work.

Our Culture and Human Capital Management

The wellbeing of our employees is one of our top priorities and starts with a dynamic and welcoming workplace that embraces diversity, fosters collaboration and encourages employees to bring their best ideas to work every day. We have modernized our workspaces to spark greater collaboration and innovation, and introduced upgraded food services and fitness amenities for employees.

We're also committed to providing the flexibility our employees need to thrive. In March 2020, we shifted employees to remote working to protect the health and safety of our people in response to the COVID-19 pandemic. In addition to providing technology and equipment to enable fully remote work, we also helped employees navigate the unique challenges of the pandemic by providing flexible work schedules and access to enhanced caregiver and mental health resources. While we have welcomed small numbers of employees back to some of our offices, most employees continue working remotely and will do ~~- from advocating for~~so until virus infection rates have stabilized and vaccinations become generally available.

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Work-life balance is a core value of ours, and we provide access to benefits and ~~investing~~resources that employees need to enhance their health and wellbeing. We offer comprehensive health plans, annual screenings, onsite fitness and health resource centers at our primary facilities and programs that educate employees and help them manage chronic health issues, as well as generous retirement benefits. In 2020, we introduced benefits such as online fitness classes and home office-based counselors to provide additional resources for employees during the pandemic.

Our company has a strong focus on training and professional development. All employees participate in an annual curriculum of training on our Code of Conduct (which covers a variety of topics including ethics, anti-harassment, regulatory compliance and our business practices), privacy, and information security.

We also provide employees and managers a variety of training and development programs tailored to their specific roles and support the professional development of our employees through our tuition assistance program.

Through engagement surveys and regular pulse checks, we monitor corporate culture and develop action plans to drive improvement in specific areas. We also seek feedback from employees through these surveys, employee town halls and other opportunities. High engagement in these efforts has allowed us to track measurable improvements in engagement, inclusion and diversity and other key metrics over time.

These and other steps have helped to attract and retain talent and ensure our employees are well- prepared to deliver best-in-class customer service and work flexibly when required. We’re also proud to have been recognized as a great place to work by several independent organizations and we will continue to make investments in our people and our culture to create a world-class workplace.

Inclusion and Diversity

We are committing greater resources to foster a workplace that welcomes diverse backgrounds and perspectives, and reflects our customers and our communities. Our commitment starts at the top, and we’re pleased to have been recognized as being a leader in gender diversity at the Board level. We set inclusion and diversity performance goals for the CEO and senior leadership team. Our Office of Inclusion & Diversity sets our strategic direction and coordinates the work of our employee resource groups (grassroots organizations with more than 1,400 members). A variety of programming and training opportunities are available for all employees to learn about issues such as unconscious bias and inclusion in the ~~wellbeing of~~workplace.

During 2020, we shared our ~~people,~~Better With You: Roadmap to ~~improving our local communities~~2022 plan that defines the next steps along Unum's inclusion and ~~minimizing~~diversity journey. This roadmap reflects a commitment to champion the ~~impact we have on our environment. Here are just a few~~perspectives of the ~~ways that we aspire to integrate social responsibility~~people who engage with our company and focuses on three major milestones:

Increase the representation of racial/ethic minorities in management roles;

Create an even more inclusive culture by maintaining a strong inclusion index score; and

Increase accountability for people leaders by embedding inclusion and diversity into ~~our business.~~their performance goals.

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Racial equity and equality are core workplace values and principles. As a company, we will continue to engage in difficult conversations to make progress, while always remaining respectful and empathetic to each other. In 2020, we introduced a Unum Social Justice Fund with $500,000 in seed money that nonprofits can apply to for funding social justice initiatives. We've also incorporated these values in our partnerships with Historically Black Colleges and Universities and other targeted recruitment initiatives.

Positively Impacting Our Communities

We’re dedicated to building stronger communities in the places where we live and work. Through financial gifts and employee volunteering, we partner with community organizations to create equitable opportunities for education and workforce development, and promote healthier communities. We provide paid time off for employees to volunteer at company-sponsored activities and match employee giving to qualified organizations. Through these efforts, we support dozens of local charities every year.

In 2020, we took several steps to support customers and their employees through the pandemic, including donating more than $420,000 to community partners to support response efforts. For more information about our community outreach, visit our website.

Advocating for Financial Protection Benefits

We participate in public policy discussions on a variety of issues related to our business and industry. One of our primary areas of focus is advocating for greater access to financial protection benefits for workers and their families in the U.S. and U.K. This ~~is an~~ issue ~~that~~ continues to grow in significance as governmental revenue and funding for public safety net initiatives has declined.

Our engagement in these issues includes:

Funding research on disability trends, the economic impact of financial protection benefits and consumer insurance purchasing habits;

Sponsoring state legislation to encourage greater participation in financial protection benefits through employee auto-enrollment, with the option to ~~opt-out;~~opt out;

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Providing expertise to federal and state agencies related to disability benefits; and

Active participation in industry associations such as the American Council of Life Insurers.

Through engagement with legislators and other public officials at the state and federal level, we educate policymakers on the importance of making financial protection benefits widely available and easy to enroll in.

~~Building a Great Culture~~

In 2017, we kicked off a multi-year modernization of our main home offices. This investment will transform our workspaces to spark greater collaboration, innovation and flexibility, and introduce upgraded food service and fitness amenities for employees. We believe the introduction of a more contemporary workplace will support the recruitment of top talent and the delivery of best-in-class customer service.

We are also committing greater resources to foster a workplace that welcomes diverse backgrounds and perspectives, and reflect our customers and our communities. Our commitment starts at the top, and we’re pleased to have been recognized as being a leader in gender diversity at the Board level. We set diversity and inclusion performance goals for the CEO and senior leadership team. We have also committed to creating an office of diversity in 2018 led by a chief diversity officer.

These and other inclusion initiatives have resulted in Unum being recognized for leadership in diversity and inclusion. In 2017, Unum was recognized for gender diversity on our Board by the Women's Forum of New York and the 20% by 2020 campaign for female representation on boards of U.S. companies by the year 2020. We also received a perfect score on the Corporate Equality Index by the Human Rights Campaign Foundation for our corporate policies and practices related to LGBTQ workplace equality. This year, we were named a Top 100 Innovator in Diversity & Inclusion by Mogul.

Work-life balance is a core value of ours, and we provide access to benefits and resources employees need to enhance their health and wellbeing. We offer comprehensive health plans, annual screenings, on-site fitness and health resource centers at our primary facilities and programs that educate employees and help them manage chronic health issues. We also provide generous retirement benefits and support the professional development of our employees through a wide range of training and tuition assistance programs.



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~~We’re proud to have been named a Forbes Best Places to Work for the last three years, and we will continue to make investments in our people and our culture to create a world-class workplace.~~

~~Positively Impacting Our Communities~~

We’re dedicated to building stronger communities in the places where we live and work. Through financial gifts and employee volunteering, we partner with community organizations to improve educational opportunities, promote health and wellness, and support the arts. We encourage employee engagement in community outreach by providing time off for volunteer activities and matching employee giving to qualified organizations.

In 2017, we and our employees contributed more than $12.8 million to charitable causes, including volunteering nearly 80,000 hours. We partner with dozens of local charities every year and provide significant support in the U.S. to public education, health and wellness, and arts and culture. For more information about our community outreach, visit our website.

Being Good Stewards of the Environment

We’re committed to helping protect the valuable resources that we all depend on to support quality of life for everyone. We do that by striving to understand and effectively manage our impact on the environment. ~~Our~~Within our facilities, ~~account for our biggest environmental impacts, and~~ we have made significant strides in several areas to measure our impact and improve ~~efficiencies. We’ve~~efficiencies to reduce our carbon footprint, including driving energy efficiencies, paper reduction and more efficient use of space. Through technology such as videoconferencing and remote access, and workplace flexibility initiatives, we also ~~developed~~reduce employee ~~‘green teams’ that champion initiatives on campus promoting environmentally smart ways of living~~travel to and ~~working. Because of~~from the office, and between our ~~efforts, we have reduced energy usage by 16% since 2013~~various locations. Ongoing employee education and reduced greenhouse gas emissions by more than 8% during the same time period. In 2017, we scored an A- on the Carbon Disclosure Project Leadership Index. By better managing our impacts today, we are investing in a better future.engagement is key to these efforts.

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee (in this report, the ~~"Committee"~~“Committee”) is appointed by the Board of Directors and operates under a written charter adopted by the Board, a copy of which is available on the company’s investor relations website under the heading ~~"Corporate Governance"~~“Corporate Governance” at ~~www.investors.unum.com.~~www.investors.unum.com. The Committee is comprised solely of independent directors who meet the independence requirements of the SEC and the NYSE. All members of the Committee are ~~"financially literate"~~“financially literate” as required by the NYSE, and the Board has determined that all ~~five~~four current members are ~~"audit~~“audit committee financial ~~experts"~~experts” under SEC regulations. In August 2017, committee member Joseph J. Echevarria rotated from the Committee to the Risk and Finance Committee. Additionally, in February 2018, Susan D. DeVore became a member of the Committee upon her election to the Board.

The primary purpose of the Committee is to assist the Board in its oversight of the:

Integrity of the company’s financial statements and related disclosures;

Effectiveness of the company’s internal control over financial reporting;

Compliance by the company with legal and regulatory requirements;

Qualifications, independence and performance of the company’s independent auditor;

Responsibilities and performance of the company’s internal audit function; and

Management of the company’s financial risks.

The Committee is also responsible for discussing guidelines and policies ~~with respect to the process by which~~for how the company undertakes risk assessment and ~~management, and communicates with the Risk and Finance Committee as necessary for this purpose.~~risk management. The Committee receives regular enterprise risk management (ERM) reports ~~including results of~~presented to the Risk and Finance Committee, as well as the Own Risk and Solvency Assessment (ORSA)~~. In 2017, the Committee Chair and another member of the Committee reviewed and provided input in the development of the~~ summary report. The ORSA ~~Summary Report. This~~summary report provides strong evidence of the strengths of the company’s ERM framework, measurement approaches, key assumptions ~~utilized~~used in assessing our risks, and prospective solvency assessments under both normal and stressed conditions.

Management is primarily responsible for the preparation, presentation and integrity of the company’s financial statements and for the reporting process, including the establishment and effectiveness of the company’s internal control over financial reporting. The company’s independent auditor is responsible for performing an independent audit of the financial statements and of the effectiveness of the company’s internal control over financial reporting in accordance with auditing standards promulgated by the Public Company Accounting Oversight Board (PCAOB). The independent auditor reports directly to the Committee, which is responsible for the appointment, compensation, retention and oversight of the work performed by the independent auditor.

The Committee met 10eight times during ~~2017.~~2020. The Committee regularly held executive sessions and met separately with its independent auditor, Ernst & Young, and with the internal auditors without management present.

In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management and the independent auditor matters relating to the company’s accounting and financial reporting processes, including the internal control over financial reporting; reviewed and discussed with management and the independent auditor the company’s annual and quarterly financial statements and related disclosures in reports filed with the SEC; ~~pre-approved~~preapproved all audit services and ~~permitted~~permissible non-audit services ~~to be~~ performed by the company’s independent auditor; reviewed and discussed with management the responsibilities and performance of the internal audit function; discussed with management policies relating to risk assessment and risk management, as well as specific financial risks; and obtained and reviewed reports concerning the company’s policies and procedures for ~~ensuring~~maintaining compliance with legal and regulatory requirements.

~~Management is primarily responsible for~~ In carrying out this responsibility, the preparation, presentation and integrity of the company’s financial statements and for the reporting process, including the establishment and effectiveness of the company’s internal control over financial reporting. The company’s independent auditorCommittee also monitors whether there is ~~responsible for performing an~~

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~~independent audit of the financial statements~~

appropriate external and ~~of the effectiveness of~~internal auditor focus each year on the company’s IT environment and controls, which in 2020 included internal control over financial reporting in accordance with auditing standards promulgated by the Public Company Accounting Oversight Board (PCAOB). The independent auditor reports directly to the Committee, which is responsible for the appointment, compensation, retentionaudit plan coverage of cyber audits, information security and ~~oversight~~privacy risk as common scope elements of ~~the work performed by the independent auditor.~~

~~The Committee reviewed~~all audits, and discussed with management the company’s audited financial statements for the year ended December 31, 2017, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant estimates and assumptions which could impact the amounts reported in the company’s financial statements, and the clarity of disclosures in the financial statements. The Committee reviewed and discussed with the independent auditor the overall scope and results of the independent audit and its judgments of the quality and acceptability of the company’s accounting principles. The Committee also engaged in discussions with management and the independent auditor, among other matters, concerning management’s assessment of reserve adequacy across all major business lines, which is presented to the Committee each year. The Committee discussed with the independent auditor the matters required to be discussed by applicable standards of the PCAOB. The Committee received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the auditor’s communications with the Committee concerning independence. The Committee also discussed with the independent auditor matters relating to its independence, including consideration of whether the independent auditor’s provision of non-audit services to the company is compatible with the auditor’s independence. In order to assure continuing auditor independence, the Committee periodically considers whether there should be a regular rotation of the independent auditor.an annual SOC 2 assessment.

The company’s internal audit function, under the direction of the chief auditor, reports directly to the Committee, which is responsible for the oversight of the work performed by the internal auditors. The internal auditors are responsible for, among other matters, conducting internal audits designed to evaluate the company’s system of internal controls. The Committee reviewed and discussed with the company’s internal auditors, and received regular status reports from them concerning the overall scope and plans for their audits. The Committee met with the internal auditors, with and without management present, to discuss their audit observations and findings, ~~and~~ management’s responses, and their evaluation of the effectiveness of the company’s internal control over financial reporting.

The Committee reviewed and discussed with management the company’s audited financial statements for the year ended December 31, 2020, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant estimates and assumptions that could impact the amounts reported in the company’s financial statements, and the clarity of disclosures in the financial statements. The Committee reviewed and discussed with the independent auditor the overall scope and results of the independent audit and its judgments of the quality and acceptability of the company’s accounting principles. The Committee also engaged in discussions with management and the independent auditor concerning, among other matters, management’s assessment of reserve adequacy across all major business lines, which is presented to the Committee each year. The Committee discussed with the independent auditor the matters required to be discussed by applicable standards of the PCAOB. Under PCAOB standards requiring discussion of critical audit matters (CAMs) in auditor reports, the independent auditor discussed with the Committee one CAM relating to the company's reserves for long-term care policy and contract benefits and a second relating to the accounting for reinsurance of Closed Block individual disability insurance. Both CAMs are described in the independent auditor's report on the company's 2020 financial statements. During 2020, the Committee also discussed with management and the independent auditor emerging accounting standards and associated implementation plans. The Committee received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the auditor’s communications with the Committee concerning independence. In addition, the Committee discussed with the independent auditor matters relating to its independence, including consideration of whether the independent auditor’s provision of non-audit services to the company is compatible with the auditor’s independence.

Each year, the Committee evaluates the performance of its independent auditor, including the senior audit engagement team, ~~each year~~ and considers whether to retain the current independent auditor or consider ~~other~~rotating the engagement to a different audit ~~firms.~~firm. In doing so, the Committee ~~took~~takes into consideration a number of factors, including the professional qualifications of the firm and the lead audit partner, the quality and candor of the firm’s communications with the Committee and the company, and evidence supporting the firm’s independence, objectivity, and professional skepticism. The Committee also reviewed the 2016 PCAOB inspection report of Ernst & Young which was published in 2017 and discussed its findings with the independent auditor. In conjunction with the mandated rotation of the independent auditor’s lead engagement partner, the Committee and its chair are also directly involved in the selection of the independent ~~auditor’s~~auditor's lead engagement partner, ~~including~~who is required to rotate off the engagement after five years of service. Before the current lead engagement partner ~~who~~ assumed this role in ~~2014 after meeting~~2019 (at that time, a candidate), Committee members held discussions with ~~a subgroup of~~ the ~~Committee during which his~~exiting partner, the candidate, and company management concerning the candidate's experience and qualifications ~~were discussed.~~for the role.

Based on ~~this~~its evaluation, the Committee has determined that the continued retention of Ernst & Young to serve as the company’s independent auditor is in the best interests of the company and its shareholders. Accordingly, the Committee appointed Ernst & Young as the company’s independent auditor for ~~2017.~~2021. Ernst & Young has served as the company’s independent auditor since the merger of Unum and Provident in 1999, and before that served at various times as the independent auditor for the

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company and certain predecessor companies. Although the Committee has sole authority to appoint the independent auditor, the Committee



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recommended that the Board of Directors seek shareholder ratification of the appointment at the Annual Meeting as a matter of good corporate governance.

Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board approved, that the company’s audited financial statements for the year ended December 31, ~~2017~~2020 be included in the company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

~~2017~~2020 Audit ~~Committee~~¹:

~~E. Michael Caulfield, Chair~~

~~Theodore H. Bunting, Jr.~~Committee:

Timothy F. Keaney, Chair

Susan L. Cross

Susan D. DeVore

Francis J. Shammo

¹Joseph J. Echevarria rotated from the Audit Committee to the Risk and Finance Committee in August 2017, and therefore did not participate in Committee actions with respect to the Report of the Audit Committee contained in this proxy statement. In addition, Susan D. DeVore became a member of the Audit Committee following her election to the Board in February 2018, and therefore did not participate in Committee actions with respect to the Report of the Audit Committee contained in this proxy statement.

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COMPENSATION DISCUSSION AND ANALYSIS

In this section, we provide an overview of our compensation philosophy and processes, and explain how the Human Capital Committee of our Board (referenced throughout this section as the ~~"Committee"~~“Committee”) arrived at its compensation decisions for the below named executive officers (NEOs) for ~~2017.~~2020.

Richard P. McKenney,, President and Chief Executive Officer

~~John F. McGarry~~, Steven A. Zabel, Executive Vice President, ~~and~~ Chief Financial Officer

Michael Q. Simonds,, Executive Vice President, Chief Operating Officer

Timothy G. Arnold, Executive Vice President, Voluntary Benefits and President, Colonial Life

Lisa G. Iglesias, Executive Vice President, General Counsel

Mr. Simonds served as President and Chief Executive Officer of Unum US

~~Breege A. Farrell~~ prior to being named Chief Operating Officer (COO), ~~Executive Vice President~~effective February 1, 2020. Mr. Arnold began reporting to Mr. Simonds after the transition, and ~~Chief Investment Officer~~

~~Lisa G. Iglesias~~, ~~Executive Vice President~~in addition to leading Colonial Life, Mr. Arnold has taken on a lead role in shaping and ~~General Counsel~~

driving our approach to voluntary benefits across the enterprise.

Business and Performance Review

Our Business

We are a leading provider of financial protection benefits in the United States, United Kingdom and ~~United Kingdom.~~Poland. Our insurance products include disability, life, accident, critical illness, hospitalization, dental and vision ~~insurance. These products,~~insurance, and are primarily offered through the workplace to help protect millions of working people and their families from the financial hardships that can occur in the event of illness, injury, or loss of life. Our growing leave and absence management services help employers effectively manage leave planning and preparation, while ensuring employees understand their leave benefits and effectively transition back into the workplace and productivity.

Our business operations are divided into three ~~primary~~core segments. Our Unum US and Colonial Life segments –market products and services in the U.S., while the Unum ~~US,~~International segment comprises our Unum UK and ~~Colonial Life – and a~~Unum Poland businesses in Europe. Separately, our Closed Block ~~of business that~~segment includes products, such as long-term care insurance, that we service and support but no longer actively market. As discussed in greater detail below, continued negative investor perceptions surrounding the LTC industry and its impact on our stock price have influenced our compensation decisions for 2020 and going forward.

~~2017~~2020 Performance

Despite the challenging environment, we produced more than $1 billion in after-tax adjusted operating income, while experiencing strong persistency and stable premium results, and maintaining healthy margins. We maintained market-leading positions and delivered on our purpose of helping the working world thrive throughout life's moments. The pandemic reinforced the social value of the benefits we

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provide to working people and their families and highlighted our already strong value proposition with customers and brokers. Investments in our technology and people furthered our digital transformation efforts and allowed us to reach our customers in innovative ways. Our robust business continuity planning allowed us to swiftly shift to remote work early in the year, providing seamless service to our clients and maintaining a high level of customer satisfaction.

Financial Highlights¹⁽¹⁾

	Earnings

~~Record earnings~~
~~Unum achieved record after-tax adjusted operating earnings, continuing our recent history of strong financial performance. For~~ Despite the ~~year,~~challenging environment, we delivered ~~strong~~net income of $793 million and after-tax adjusted operating income of ~~$976.2 million,~~more than $1 billion, based on total revenue of ~~$11.3~~$13.2 billion. ~~Adjusted operating earnings~~Earnings per share (EPS) were ~~at an all-time high of $4.29, a significant increase over the prior year~~$3.89 and ~~the twelfth consecutive year of~~ after-tax adjusted operating EPS ~~growth.~~was $4.93.
	Return on equity
	We continued to put ~~our shareholders'~~shareholder capital to good use. ~~Consolidated~~Return on Equity (ROE) was 7.6% and consolidated adjusted operating ~~return on equity (ROE)~~ROE was ~~11.6%~~10.7%, while ROE in our core operating segments was ~~15.9%~~14.1%.
	Book value
	Our book value per share at the end of ~~2017~~2020 was up ~~8.2%~~5.4% from ~~2016~~2019 (excluding accumulated other comprehensive income, or AOCI). ItThis was the ~~ninth~~12th consecutive year of ~~shareholder equity~~ growth.

⁽¹⁾

Operating Highlights

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We managed our investment portfolio welldespite the continued low interest rate environment. Our well-diversified portfolio focuses on consistent, predictable cash flows. Due to the nature of our business, we invest for the long term with ~~an investment~~a philosophy emphasizing sound risk management and credit quality.

Operational Realignment

~~______________________~~ Closed Block Management

⁽¹⁾ ~~Operating results referenced~~The same skills that allow our core franchise to be successful also benefit our closed block of policies that we continue to service and support, but no longer actively market. Our Closed Block segment primarily consists of long-term care (LTC) policies and older individual disability policies.

Long-Term Care Performance

We discontinued offering individual LTC insurance in 2009 and group LTC insurance in 2012. We have actively managed this ~~document are non-GAAP financial~~block with a combination of rate increases, updates to our liability assumptions to reflect emerging experience, prudent cash infusions, and reserve changes. Through these and other steps — including annual comprehensive reviews — we continue to take proactive measures ~~that exclude certain specified items. For 2017,~~to provide for the long-term stability of this block and provide transparency to our shareholders and customers.

Despite these ~~excluded items~~continuing efforts, 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. Although we do not agree with the Maine Bureau's examination conclusions, we view the additional statutory reserves as further increasing margin over our best estimate assumptions. At year-end 2020, LTC statutory reserves were ~~net realized investment gains, loss~~increased by approximately $229 million using cash flows from operations. We expect to fund future phase-in amounts in the same manner. In connection with our annual review of policy reserve adequacy, at year- end 2020, we updated our interest rate assumptions to reflect the low interest rate environment and increased GAAP reserves supporting the LTC block accordingly.

Individual Disability Reinsurance Transaction

In December 2020, we announced an agreement to reinsure most of our Closed Block individual disability insurance business to a ~~guaranty fund assessment,~~third party. The transaction was completed in two phases, with an ~~unclaimed death benefits reserve increase,~~initial closing in the fourth quarter of 2020 and a ~~net tax benefit from~~second closing at the ~~impacts of U.S. Tax Reform. For reconciliations~~end of the ~~non-GAAP~~first quarter of 2021. Although we will continue to administer this block of business, the move freed up a significant amount of capital that enhances our financial ~~measures, including after-tax adjusted operating income, after-tax adjusted operating earnings per share, adjusted operating return on equity~~flexibility and ~~book value per share (excluding accumulated other comprehensive income, or AOCI),~~can be used to the most directly comparable GAAP measures, refer to Appendix A. Effective December 31, 2017, to more clearly differentiate between the GAAP and non-GAAP financial measures, we changed the naming convention for our non-GAAP financial measures from "operating" measures to "adjusted operating" measures, which includes a change from "after-tax operating income" to "after-tax adjusted operating income", and "operating return on equity" to "adjusted operating return on equity". The definition of these labels remains unchanged.help fund future growth.

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~~Strategic Positioning~~

~~We have recently taken a number of steps to fuel our growth and position us for the future.~~

~~Acquisitions:~~ Unum's acquisitions in 2015 and 2016 of dental providers in the U.K. and U.S. have accelerated our expansion into the dental market and have been positively received. We have also announced our intent to acquire a financial protection provider based in Poland by the end of 2018, expanding our footprint in Europe.

~~Growth initiatives:~~ ~~We have enhanced our product portfolio with the introduction of dental, vision, stop-loss and new voluntary offerings. Planned geographic expansion is also driving growth.~~

~~In addition, we view these key developments in the external environment as likely having a positive impact on our business.~~

Capital Generation for Shareholders

Our strong statutory earnings ~~results~~resulted in solid capital generation ~~which we have deployed~~in 2020, allowing us the opportunity to deploy capital in a number of ways.

We invested in our people, products and technology to drive growth.

~~In addition,~~We paid out $233.2 million in dividends, or $1.14 per share.

We paused our share repurchases in 2020 in a prudent decision to conserve capital during the uncertain environment.

Our credit ratings ~~remain high as a result~~are reflective of our strong balance sheet, our favorable operating results, and our highly respected brand in the employee benefits market.

Total Shareholder Return

Unum produced solid financial results in our core segments and more than $1 billion in after-tax adjusted operating earnings in 2020. However, the pandemic and unprecedented economic environment caused significant disruption in our business and the markets we serve. That, coupled with negative investor perceptions surrounding the long-term care (LTC) industry and concerns about the impact of historically low interest rates on our sector, drove our total shareholder return (TSR) lower. These negative perceptions affect Unum's TSR more than most of our proxy peers, as only 25% of our peers have LTC exposure.

We have also actively managed the Closed Block over the last decade. Recent steps we took in our LTC block have delivered improved operating earnings while providing added transparency to enhance shareholder understanding. In addition, the recent Closed Block individual disability reinsurance transaction has freed up significant capital that can be used to grow our business.

The pandemic has shown that the need for our products and services has never been clearer, and continues to grow. We believe this, combined with our history of consistent execution, makes Unum an excellent long-term investment. We expect that the performance of our core franchise will again be recognized and ultimately drive long-term shareholder value.

TOTAL SHAREHOLDER RETURN

	1 Year	3 Year	5 Year
Unum	(16.32)%	(52.98)%	(19.19)%
Proxy Peer Group	(6.27)	(8.86)	40.31
S&P 500	18.40	48.85	103.04
S&P Life & Health Index	(9.48)	(11.65)	28.43



46	~~2018~~ **Non-GAAP financial measure, see Appendix A for reconciliation. 54 2021 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

~~Business Highlights~~

~~The following are 2017 performance highlights within our primary business segments and other key areas of the company:~~



~~Unum US~~
Our Unum US segment, representing 63.3% of our consolidated premium income in 2017, continued its trend of profitable growth. The business delivered record-breaking sales and healthy premium growth, and launched our new dental and vision offerings across the U.S. These results, combined with favorable benefits experience and effective expense management, drove adjusted operating income higher compared to 2016.



~~Unum UK~~
Our Unum UK segment, representing 6.0% of our consolidated premium income in 2017, faced continued headwinds from the uncertain environment due to that country's vote to leave the European Union. While adjusted operating income declined, due in part to less favorable benefits experience, the business did see steady sales and modest premium growth.



~~Colonial Life~~
Our Colonial Life segment, representing 17.6% of our consolidated premium income in 2017, had another good year. The business continued its trend of strong sales and premium growth. Consistent with past years, Colonial Life continues to generate solid margins and returns.

~~Closed Block~~

Our Closed Block segment, representing 13.1% of our consolidated premium income in 2017, delivered stable performance, with a decrease in adjusted operating income of 4.3%. We continue to see consistent results from this block of business largely as a result of our continued investments in management resources and capabilities.

~~Investments~~

Our investment results remained solid, generally exceeding our plan benchmarks. Although we recorded lower net investment income in 2017, our asset quality remains strong and our portfolio provides a consistent source of income for our business.



~~2018 PROXY STATEMENT~~	47

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Total Shareholder Return~~

Total shareholder return is used as part of the company's long-term incentive program as outlined on page 61. Unum continues to outperform our peers and the broader S&P 500 in total shareholder return. Over the last decade, we have been an excellent long-term investment during one of the worst financial crises in memory, with a 10.8% compound annual return to shareholders during the last 10 years.

We saw our TSR grow by more than 27 percent during 2017, despite a continued low interest rate environment. This outpaced the performance of the S&P 500, our peers in the S&P Life and Health Index and the average of our Proxy Peer Group (as defined on page 53) during the same time period. Over the most recent three-, five- and 10-year periods, we exceeded the TSR performance of every index group. This strong performance is due primarily to our market-leading positions, prudent underwriting and risk management discipline, and effective capital management.



48	~~2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Executive Compensation~~

~~Key Practices~~

~~We are committed to executive compensation programs that align with best practices. A list of notable practices we have implemented is below.~~



	~~A pay for performance philosophy~~		~~Double-trigger provisions for severance~~
	~~Annual say-on-pay votes~~		~~Clawback provisions~~
	~~Programs that mitigate undue risk taking in compensation~~		~~Restrictive covenants in our long-term incentive grant agreements~~
	~~Independent compensation consultant to the Committee~~		~~Relevant peer groups for benchmarking compensation~~
	~~Elimination of golden parachute excise tax gross-ups~~		~~A balance of short- and long-term incentives~~
	~~Minimal perquisites~~		~~Robust stock ownership and retention requirements~~
	~~No NEOs have employment agreements~~		~~Anti-pledging and anti-hedging policies~~
	~~Robust individual performance assessment and compensation evaluation for executives~~

~~2017~~2020 Say-on-Pay Vote and Shareholder Outreach



Our ~~2017~~2020 shareholder advisory vote to approve executive compensation passed with ~~96%~~94% support. ~~As we have done for several~~In the Fall of 2020, as in prior years, we ~~continued our shareholder engagement through an extensive outreach effort, contacting each of~~contacted our top 50 ~~investors,~~shareholders, representing over ~~70%~~73% of our outstanding ~~shares. Additionally, during 2017, based on feedback received from~~shares, and requested meetings to discuss our compensation programs and other topics. Seven shareholders, ~~in the prior year,~~representing approximately 24% of our outstanding shares, accepted our invitation for engagement, and we met with each of them. Our independent ~~Board Chairman~~Human Capital Committee Chair joined ~~us for meetings with our largest shareholders.~~

~~Seven investors, representing more than 36% of our outstanding shares, accepted our invitation for engagement and we met with each of them. Another six investors, representing approximately 8%~~each of these meetings. Another five shareholders, representing approximately 19% of our outstanding shares, responded that a meeting was not necessary.

During the meetings, shareholders provided constructive feedback on a variety of ~~topics though we did not receive any suggestions for changes to our compensation programs.~~topics. Overall, the shareholders we spoke with generally had favorable comments about our practices and programs, ~~including:~~

~~Our clearly designed programs with an appropriate mix of compensation for executives;~~which is also evidenced by our most recent say-on-pay votes (approximately 94% in 2020, and

~~The smooth transition of management during 2015~~ 95% in 2019 and ~~2016.~~

~~Following consideration of~~2018). During the ~~results of our say-on-pay vote and feedback~~2020 outreach, we received ~~through these meetings, we did not make any changes to our executive compensation program but we identified opportunities for further enhancements to~~specific feedback as follows:

Positive commentary on our proxy statement ~~disclosures~~disclosure and ~~discussed other governance topics, as described under the Proxy Summary~~our compensation design and pay structure for executives;

Favorable feedback on ~~page 10.~~our COVID-19 response to employees and customers; and


•
~~2018 PROXY STATEMENT~~	49 Most of the shareholders that we met with sought additional information about the Success Incentive Plan (SIP) implemented in August 2020. Additionally, they highlighted the importance of clear proxy statement disclosure, including key terms and rationale (see page 62).

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~In addition~~Through these discussions, we were also able to ~~our meetings with~~confirm that shareholders wewould like us to continue:

•	Providing a CEO Compensation Summary in our proxy statement to help investors understand how the Committee approaches its compensation decisions (see page 10); and

•	Enhancing our ESG disclosures to enable better understanding of our corporate sustainability strategy, initiatives, and progress (see page 42).

We also met with two ~~large~~ proxy advisory firms to provide an update on our shareholder engagement efforts and gain further insight into their views ~~regarding~~on our compensation and governance practices and ~~disclosures.~~disclosures, including the recent SIP awards.

Overall, shareholders ~~told us they~~ appreciated the opportunity to engage in these discussions and learn more about the SIP. They also appreciated the company’s willingness to consider their input ~~with respect to~~on both executive compensation and governance practices.

2021 PROXY STATEMENT 55

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Program Structure ~~and Committee Decisions~~

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 long-term interests of management and shareholders by offering performance- based equity compensation opportunities 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 2020 were based on 2019 performance; see page 71 for additional details).

Aligning the long-term interests of management and shareholders by offering performance-based equity compensation opportunities and requiring senior officers to own a specified value of shares and retain equity awards for a specified period of time after vesting.

Elements of Pay

There are five primary elements of pay in our 2020 executive compensation program, which are summarized in the following table.

SHORT-TERM

LONG-TERM⁽¹⁾

BASE PAY

~~ANNUAL INCENTIVE~~

~~PERFORMANCE-BASED~~

ANNUAL

INCENTIVE

PERFORMANCE-

BASED RSUs

PSUs⁽²⁾

RETIREMENT &

WORKPLACE

BENEFITS

Primary Purpose

Reflects the market

for similar positions

as well as individual

skills, abilities &

performance

Rewards

short-term performance⁽³⁾

Rewards long-term performance, aligns interest with stockholders & promotes a culture of ownership and accountability⁽³⁾

Addresses health, welfare & retirement needs

Performance Period

~~Ongoing~~

~~1 year~~

Ongoing

1 year

~~(vests~~1 year (vests over 3 years)⁽⁴⁾

3 years prospective

N/A

Form

<--------------- Cash --------------->

<--------------- Equity --------------->

N/A

Payment/Grant Date

~~Ongoing~~

Ongoing

<----- In March based on prior year performance ----->

Ongoing

⁽¹⁾	Excludes the Success Incentive Plan (SIP) awards, which are not viewed as part of the annual compensation program. For further details on the SIP, see page 62.

⁽²⁾	Beginning with the March 1, 2021 grant, cash incentive units (CIUs) will replace PSUs. See page 65 for details on this decision and the applicable performance criteria.

⁽³⁾	For details on performance measures see “Annual and Long-Term Incentive Programs” beginning on page 66.

⁽⁴⁾	A performance threshold goal must be achieved before participants are eligible to receive an award. If the goal is not achieved, no awards are granted.

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50	~~2018 PROXY STATEMENT~~

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COMPENSATION DISCUSSION AND ANALYSIS

Those pay elements that are ~~"at~~“at risk,"” or contingent upon individual or corporate performance, are noted in the charts below. Our NEOs, as the most senior officers of the company, have a substantial majority of their targeted total direct compensation ~~(i.e., fixed~~(fixed salary and variable annual and long-term incentive awards) 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. For ~~2017, 88%~~2020, 90% of Mr. McKenney’s targeted total direct compensation was at risk. For the remaining NEOs, an average of ~~71%~~75% of their aggregate targeted total direct compensation was at risk.

(1)	Excludes the SIP awards, which are discussed beginning on page 62.

Roles of the Committee, Chief Executive ~~Officers~~Officer and ~~Consultants~~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 ~~for each~~ 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 includes ~~all of the NEOs;~~Mr. Zabel, Mr. Simonds and Ms. Iglesias (Mr. Simonds provides performance assessments and compensation recommendations for Mr. Arnold who reports to Mr. Simonds).

~~His perspective on the business environment and the company’s performance.~~

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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 across peer companies on executive and director



~~2018 PROXY STATEMENT~~	51

~~COMPENSATION DISCUSSION AND ANALYSIS~~

compensation. Pay Governance reports directly to the Committee, which is responsible for the appointment, compensation, retention, and oversight of the work performed by the 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. ~~Management interacts with the compensation consultant only when doing so on behalf of the Committee or concerning proposals the Committee will review for approval.~~

The Committee has adopted a policy requiring ~~that~~ its compensation consultant to be independent. During ~~2017,~~2020, 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 ~~2017~~2020 totaled ~~$195,191.~~$214,721.

Based on its assessment, the Committee concluded that Pay Governance is independent under the Committee’s policy and that Pay Governance's work ~~has~~does not ~~raised any~~give rise to a conflict of interest.

The company’s finance (including the Chief Financial Officer (CFO)), human resources, and legal staff ~~including the chief financial officer,~~ support the Committee in its ~~work.~~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 with other programs and business objectives. Although these ~~staff members~~employees may make recommendations, the final decision on all executive compensation matters rests solely with the Committee.

Compensation Benchmarking

The Committee compares the compensation of our NEOs to the median pay of executives in similar positions at peer companies. By generally targeting each pay element to the approximate median of the applicable comparator group (as described below), we ensure ~~that~~ 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:~~are company ~~performance;~~performance, individual ~~performance;~~performance, the executive’s level of responsibility and ~~tenure;~~tenure, internal equity ~~considerations;~~considerations, the creation of shareholder ~~value;~~value, our executive compensation ~~philosophy;~~philosophy, and the results of the most recent shareholder say-on-pay vote and feedback received from engagement with shareholders.

58 2021 PROXY STATEMENT



52	~~2018 PROXY STATEMENT~~

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COMPENSATION DISCUSSION AND ANALYSIS

The two sources used by the Committee for benchmarking executive compensation are:

For CEO and CFO compensation, a proxy peer group ~~comprised of~~comprising insurance and financial services companies that are either our business competitors or primary competitors for talent (the ~~"Proxy~~“Proxy Peer ~~Group"~~Group”). The Proxy Peer Group is also a reference for 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~~“Diversified Insurance ~~Study"~~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 ~~"PSU~~“Performance Peer ~~Group"~~Group”) for purposes of measuring relative TSR for our PSU and CIU awards (see page 6171 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 ~~2017,~~2020, on average, the companies in the Proxy Peer Group met three of the five criteria. Overall, Unum is at ~~29% of the median asset level and~~ approximately ~~90%~~68% of the revenue median (as of the 12 months ended ~~March~~July 31, ~~2017)~~2020). Additionally, 810 of the 1112 peers ~~(73%~~(83%) selected Unum as a peer for compensation benchmarking purposes in their ~~2017~~2020 proxy statements.

During its annual Proxy Peer Group analysis in August ~~2017,~~2020, the Committee with its consultant, Pay Governance, considered other insurance and financial services companies and determined that 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 2020, 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. The regression analysis considered the correlation between revenue and compensation. Based on these tests, the Committee determined that the 2021 Proxy Peer Group is appropriate.

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COMPENSATION DISCUSSION AND ANALYSIS

The following table lists the companies in the Diversified Insurance Study (DIS), ~~PSU~~Performance Peer Group and Proxy Peer Group.



~~2018 PROXY STATEMENT~~	53

~~COMPENSATION DISCUSSION AND ANALYSIS~~

BENCHMARKING EXECUTIVE COMPENSATION

Proxy Peer Group Indicators⁽¹⁾⁽²⁾

~~Aflac~~

●

Aflac

●

•

●

•

●

•

~~Allstate~~

●

AIG

•

~~AXA Group~~

●

Allianz Life Insurance

•

~~Cigna~~

●

Allstate

•

Brighthouse Financial

•

Cigna

•

CNO Financial Group

●

•

●

•

~~Genworth Financial~~

●

Equitable Holdings (f/k/a AXA Group)

●

•

●

•

~~Guardian Life~~

●

Genworth Financial

•

Globe Life (f/k/a Torchmark)

•

Guardian Life

•

Hartford Financial Services Group

●

•

●

•

●

•

John Hancock

●

•

Lincoln ~~National~~Financial Group Corporation

●

•

●

•

●

•

Massachusetts Mutual

●

•

~~MetLife~~

●

MetLife

●

•

~~Nationwide~~

●

Nationwide

•

New York Life

●

•

Northwestern Mutual

●

•

OneAmerica Financial Partners

●

•

Pacific Life

●

•

~~Phoenix Companies~~

●

Principal Financial Group

●

•

●

•

●

•

~~Prudential Financial~~

●

Protective Life

●

•

●

Prudential Financial

•

Reinsurance Group of America

●

•

Securian Financial Group

●

•

Sun Life Financial

●

•

~~Thrivent~~

Symetra Financial

●

•

~~TIAA-CREF~~

●

Thrivent Financial

•

~~Torchmark Corporation~~

Transamerica

●

•

●

~~Transamerica~~

●

USAA

•

~~USAA~~

●

Voya Financial Services

●

•

●

•

●

•

⁽¹⁾

~~(1)~~

For compensation decisions made in early ~~2017~~,2020, benchmarking comparisons were made using the ~~2017~~2020 Proxy Peer Group and the ~~2016~~2019 DIS (the latest data available at the time). Although Unum participates in the DIS, we are excluded from this table. As previously disclosed in our 2020 Proxy Statement on page 53, Equitable Holdings was added to the 2020 Proxy Peer Group. The number of participants in the 2019 DIS ~~remained the same as~~was increased by one (Allianz Life Insurance) from the prior year.

⁽²⁾
~~(2)~~	The ~~Proxy~~Performance Peer Group ~~includes both property and casualty insurers and life and health insurers, with Unum’s assets equal to 29% of the peer median as of December 31,~~ ~~2016, and our revenue at 89% of the peer median for the year ended December 31,~~ ~~2016. Unum is not part of the Proxy Peer Group.~~


~~(3)~~	~~This peer group~~ will be used for the relative TSR comparison under the ~~2017~~2020 PSU ~~grant.~~grants and for the 2021 cash incentive unit (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⁾
54	~~2018 PROXY STATEMENT~~The Proxy Peer Group includes both property and casualty insurers and life and health insurers, with Unum’s assets equal to 34% of the peer median and the company’s revenue at 79% of the peer median for the 12 months ended March 31, 2020 (the most current data as of the date of the analysis). Unum is not part of the Proxy Peer Group.

60 2021 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

Components of Executive Compensation

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 approximate median of salaries in the marketplace using the benchmarking sources noted beginning on page 58 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 approximate median of the appropriate comparator group, and each individual’s target relative to 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 2021 meeting, after consideration of company and individual performance during 2020, each executive's responsibilities, tenure and market data, the Committee made decisions on our NEOs' base salaries and annual and long-term incentive targets for 2021 as outlined in each NEO's “Performance Assessment and Highlights” summary beginning on page 74. The Committee believes the 2021 compensation decisions position all of our NEOs' targeted total direct compensation within an appropriate range of the market median given each executive's performance and tenure in his or her current position.

Individual Performance ~~Assessments~~

~~The Committee uses individual performance assessments as a factor in its determination of compensation for each NEO.~~

~~Individual Performance Goal Areas~~Evaluations

Individual performance is evaluated by the Committee against ~~the~~each NEO's goals and metrics, specific to his or her respective business area. These goals and metrics are set at the beginning of the year and include the following performance categories:

Business and financial objectives the Board approved for the company;

Strategic objectives by business area;

Talent management initiatives;

Building a culture of inclusion and diversity; and

Operational effectiveness and efficiency.

Evaluation Criteria

In evaluating how effectively ~~each NEO~~the NEOs met their goals, the Committee ~~considered:~~considers:

Company performance;

For the CEO, the Board’s assessment of his performance, as well as his self-assessment;

For NEOs other than the CEO, the performance assessments of the ~~NEOs. For each individual,~~NEOs which are completed by the CEO or the COO (Mr. Arnold reports to the COO and the remaining NEOs report to the CEO). The performance assessment is based on a combination of performance feedback from the ~~individual’s~~individual's direct manager, ~~(the CEO),~~ peers, direct reports, and other partners, as well as the individual’s self-assessment; and

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COMPENSATION DISCUSSION AND ANALYSIS

Written assessments by all Board members of each NEO against their stated goals in the areas listed ~~below:~~below.

				CEO				Other NEOs
	✓			Financial performance			✓	Demonstrated performance
○	~~Ability to balance complex~~ ✓			Leads strategy and ~~competing factors~~aligns goals	○	~~Board relations~~
○	~~Balance of putting the company first with appropriate self-care and resilience~~ ✓	○	~~Demonstrated performance~~
○	~~Building and sustaining a high-functioning organization and team~~	○	~~Statesmanship~~
○	Commitment to the enterprise and their business unit	○	~~Leadership~~
○	✓			Directs resources and talent to achieve strategic initiatives			✓	Ability to balance complex and competing factors
	✓			Drives execution			✓	Humility and ego maturity
	✓			Manages risk while leading for the future			✓	Effectively manages board relations
	✓			Sets cultural norms			✓	Strategic ~~planning,~~and succession planning, and leadership development
	○ ✓	~~Humility~~		Understands and ~~ego maturity~~proactively addresses emerging issues			✓	Demonstrates leadership
	✓			Builds relationships and communicates to all stakeholders			✓	Building and sustaining a high-functioning organization
	✓			Understands governance and fosters board relationships

Based on the NEOs' individual performance goals and the performance assessments completed by their managers and Board ~~assessment in combination with the CEO's assessment of those reporting to him,~~members, the Committee ~~awarded each~~approves an individual performance percentage for each NEO, which is used to adjust the earned annual incentive and long-term incentive awards between 0% and 125%. These percentages were used to calculate the final payout of ~~2017~~2020 annual incentives and long-term incentive awards granted in ~~2018,~~2021 as described ~~later~~under “Performance Assessment and Highlights” on page 74.

Key Compensation Decisions

Management Transition

As previously reported, effective February 1, 2020, Mr. Simonds was appointed as Executive Vice President, Chief Operating Officer with responsibility for optimizing business operations across the enterprise. Additionally, Mr. Arnold began reporting to Mr. Simonds after the transition, and in ~~this section.~~addition to leading Colonial Life, Mr. Arnold has taken on a lead role in shaping and driving our approach to voluntary benefits across the enterprise.

Success Incentive Plan

Early in 2020, prior to the outbreak of the COVID-19 pandemic, the Committee began a discussion of the strategic initiatives that need to be accomplished over the next few years, with a strong desire to ensure that the current executive team remain in place to execute on the growth plans. With an emphasis on aligning key executive rewards with these identified strategic initiatives, the Committee undertook a comprehensive review of the company’s executive compensation program, incentive arrangements and related policies, to assess their effectiveness in incentivizing implementation of the company’s strategy. The Committee focused on doing the right thing for shareholders in the long-term while making sure that it mitigated risks and incentivized the leadership team to continue to create value.

62 2021 PROXY STATEMENT



~~2018 PROXY STATEMENT~~	55

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~~2017 Performance Assessment~~

than our proxy peers since only 25% of our peers have LTC exposure. The company closed its individual LTC business in 2009 and ~~Highlights~~

~~The NEOs’ achievement levels, for purposes of~~closed its group LTC business in 2012; in other words, these policies are no longer actively sold, but existing policies are still managed by the ~~2017 annual and long-term incentive awards paid/granted in March 2018, were determined in part based on the individual performance goal areas listed on page 55.~~

~~Individual performance highlights for each NEO, and their respective awarded performance percentages, are included below:~~

~~Richard P. McKenney~~

~~President and Chief Executive Officer~~

~~In assessing Mr. McKenney’s performance for 2017, the Committee noted~~company. Since that ~~he:~~

Led the company to record levels of financial performance that exceeded plan in 2017, continuing a consistent pattern of outstanding results that have created significant shareholder value. Results were well-balanced across core business segments and included ongoing stability in Closed Block operations. Total shareholder return has outperformed peers and benchmarks over the most recent three-, five- and 10-year periods;

Has taken actions and delivered statutory results to ensure the Company maintains a very strong balance sheet and capital position. This capital position has allowed the company to invest in the business, pursue acquisitions and expansion, and return capital to shareholders. Importantly, it provides the company with the flexibility to respond to future challenges and opportunities;

Has undertaken a number of strategic initiatives designed to position the company for ongoing success. These include an aggressive change management agenda focused on enhancing capabilities and customer experience as well as product and geographic expansion;

~~Has taken actions to be certain the Company has a strong brand with a variety of constituents. In particular,~~time, the company has actively managed this block with a combination of rate increases, updates to our liability assumptions to reflect emerging experience, prudent cash infusions and reserve changes. These measures have led to greater stability and predictability in the performance of the LTC block while continuing to provide transparency to our shareholders and customers. However, due to general market sentiment and regulatory focus regarding the prospects for LTC insurance lines, the stock price has been negatively impacted. As a ~~leading voice~~result, the Committee believes that the company’s pay for ~~our industry~~performance strategy has been and may continue to be challenged by the legacy LTC business, notwithstanding its effective management by the current executive team, all of whom were either not with the company or not in their current roles when these policies were sold.

While managing the company's closed block of LTC policies, the executive team has also continued building ~~partnerships with policymakers~~value for the future of the company. The Committee discussions recognized the success and ~~groups to further~~continued efforts of the ~~goal~~executive team over the past few years, including:

~~Continuously exhibits effective leadership and has demonstrated impressive personal development as CEO since being named~~business to the ~~position. He has focused on the development of his leadership team while maintaining employee engagement at levels exceeding industry leading benchmarks. In 2017, he accelerated programs~~portfolio;

Developing and ~~actions to further diversity in the organization and build~~executing modernized technology solutions for efficient business practices;

Incorporating a culture of ~~inclusion.~~inclusion and diversity; and

~~Given these accomplishments and~~Maintaining dividends.

Based on multiple discussions during the year, on August 24, 2020, the Committee approved several changes to the company’s ~~overall~~executive compensation program to recognize and reinforce the executives' existing share ownership levels and maintain alignment with long-term performance objectives, while reinforcing the company's executive compensation philosophy. With these modifications, the Committee believes that the executive compensation program supports the company's efforts to ensure proper alignment with evolving market needs and changes in the company’s business. It is also important to note that these changes were not directly in response to COVID-19. As outlined above, the Committee's discussions started early in the year before the pandemic hit; however, the pandemic only served to increase the need to ensure that this team remain in place to achieve critical business outcomes over the next several years.

As part of the changes, the Committee implemented the Success Incentive Plan (SIP), under which 10 executives, including the named executive officers, received a one-time special performance grant. The SIP awards are designed to encourage the achievement of ~~120%,~~critical business outcomes and to incent executives to continue employment with the ~~Committee awarded Mr. McKenney an individual performance percentage~~company over the long term. The SIP awards include both cash success units (CSUs) and stock success units (SSUs). The CSUs (denominated in cash) were granted with a target value equal to 70% of ~~115% for his 2017~~each executive's 2020 annual ~~incentive award and 120% as the individual performance modifier for his~~ long-term incentive ~~award~~target. Denominating the CSUs in cash reduces the influence of the LTC business, which impacts our stock price, strengthening the alignment of the awards with core operating performance.

The number of shares underlying the SSUs granted ~~in March 2018.~~

~~John F. McGarry~~

~~Executive Vice President~~to each executive equals the number of company shares he or she held at the time of grant and ~~Chief Financial Officer~~

~~In assessing Mr. McGarry’s performance for 2017, the Committee noted that he:~~

~~Provided strong leadership as CFO during 2017 as the company exceeded most financial objectives, with each business segment generally meeting or exceeding its goals for the year;~~

~~Has ensured the company maintains a strong capital position, which allowed the company~~committed to continue to ~~invest~~hold during the six-year SIP award vesting period, subject to a cap equal to the number of shares with a value equal to 50% of the executive's 2020 annual long-term incentive target. An executive's sale of any committed shares prior to the vesting of SSUs will result in the ~~growth~~immediate proportional forfeiture of ~~the business, fund product expansion, and return capital to shareholders~~any unvested SSUs. The

2021 PROXY STATEMENT 63



56	~~2018 PROXY STATEMENT~~

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Committee believes this matching share commitment element of the SSUs reinforces the objectives of creating long-term, sustainable shareholder value and appropriately aligns executives' and shareholders' interests.

~~through dividend increases~~The SIP awards have a six-year term, with the opportunity for proportional accelerated vesting after one-, three- and ~~share repurchases. This~~five-year performance periods. Each performance period begins on January 1, 2021 and the SIP awards will vest in full on the sixth anniversary of the grant date (August 2026), subject to the executive’s continued employment, unless vesting is accelerated 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 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).

These performance objectives support plans for the company’s continued long-term financial ~~flexibility also positions the~~positioning as an “A” rated company ~~for future opportunities~~ and ~~challenges;~~

~~Continued his~~will provide appropriate focus on maintaining its previously disclosed targets for key capital metrics. This structure balances the Closed Block which includes financial performance within expectations, internal actions to better position the business for the future, and representing the company effectively with external constituents as a very credible expert;

~~Has been an important contributor to our strategic assessment and actions. His effective balance of growth while managing a strong balance sheet is a critical element of our strategy; and~~

~~Worked closely~~unprecedented environment with the ~~Finance leadership team~~company’s long-term goals and key priorities over the next few years, while supporting long-term executive retention.

As outlined above, one-third of the SIP award will be eligible to ~~drive change, strengthen talent~~accelerate and ~~create~~vest on a ~~more efficient organization.~~

~~Given these accomplishments,~~cumulative basis on the last day of each of the one-, three- and five-year performance periods, in each case conditioned upon achievement of the performance hurdles during the applicable performance period. When determining whether the performance hurdles have been achieved, the Committee ~~applied an individual~~will exclude the effect of certain items to ensure that performance ~~percentage of 110% for Mr. McGarry’s 2017 annual incentive award and 105% as the individual performance modifier for his long-term incentive award granted in March 2018.~~

~~Michael Q. Simonds~~

~~Executive Vice President, President and Chief Executive Officer, Unum US~~

~~In assessing Mr. Simonds’ performance for 2017, the Committee noted that he:~~

~~Led Unum US to very strong financial results that exceeded expectations, including record levels of before-tax adjusted operating income;~~

Delivered strong premium growth and solid sales results, while maintaining risk and pricing discipline. Premium growth was 3.9% and sales growth was 19.6%. Margins and return on equity remain at the very topis appropriately measured under normalized conditions. Any unvested portion of the ~~industry;~~SIP awards will be forfeited upon any termination of employment prior to vesting, except in the case of certain terminations following a change in control.

~~Launched work in Unum US~~The following table sets forth the value of the CSUs and the total number of SSUs granted to ~~drive operational improvement and an enhanced customer experience;~~

Has been a significant contributor to our strategic efforts. This includes effectively integrating our new dental acquisition, launching a new stop loss product, and identifying future opportunities for growth; and

~~Continued to focus on talent development across~~each of the ~~enterprise including support for our diversity and inclusions efforts.~~company's NEOs:

Given these accomplishments, the Committee applied an individual performance percentage of 120% for Mr. Simonds’ 2017 annual incentive award and 115% as the individual performance modifier for his long-term incentive award granted in March 2018.

~~Breege A. Farrell~~

~~Executive Vice President and Chief Investment Officer~~

~~In assessing Ms. Farrell’s performance for 2017, the Committee noted that she:~~

~~Led the investment team to a very successful year in 2017 despite a difficult environment with very low interest rates;~~

~~Delivered results that exceeded all of our internal investment metrics;~~

~~Remained disciplined in credit selection. The overall quality of our portfolio is strong with minimal credit impacts during the year;~~

Name	CSUs⁽¹⁾	SSUs⁽²⁾
Richard P. McKenney	$4,900,000	186,368
Steven A. Zabel	$840,000	11,328
Michael Q. Simonds	$1,225,000	46,592
Timothy G. Arnold	$437,500	16,640
Lisa G. Iglesias	$519,750	19,768

⁽¹⁾	The CSUs were granted with a target value equal to 70% of each officer's 2020 annual long-term incentive target.

⁽²⁾

~~2018 PROXY STATEMENT~~

57The number of shares subject to SSUs granted to each officer equals the number of company shares held by the executive that he or she has committed to hold during the SIP award vesting period, subject to a cap equal to 50% of the executive's 2020 annual long-term incentive target. Each of the NEOs committed to hold the maximum number of shares that they could (i.e., the greater of the number of common shares they own or 50% of their long-term incentive target). Stock units were valued at the closing stock price at the time of the grant on August 24, 2020, which was $18.78.

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Cash Incentive Units

~~Continued~~In early 2020, as part of its review of the executive compensation program, the Committee reviewed the mix of long-term incentive. Since a substantial portion of the executives' compensation is denominated in Unum shares, the Committee sought to ~~develop~~balance stock ownership priorities against continued stock price underperformance driven by negative investor perceptions of the ~~investment team~~LTC industry. These perceptions have impacted us more than our proxy peers given that only 25% of our peers have LTC exposure. After review, the Committee therefore determined to replace PSUs with ~~good balance between~~CIUs that reward for financial performance (rather than financial performance and stock price changes), beginning with the ~~senior group~~long-term incentive grants in March 2021. The use of cash-based long-term incentive represents a departure from historical practice but was deemed appropriate by the Committee given the unique circumstances currently facing the company and ~~an impressive junior cohort;~~its executive team. In reaching this decision, the Committee considered the following:

Executives’ holdings were generally above stock ownership requirements and will remain well- aligned with shareholders;

~~Brings an important perspective~~The CIUs would remain aligned to shareholder interests given the performance measures outlined below, which include a relative TSR component.

Stock Ownership and Retention Requirements

In August 2020, the Committee also approved changes to the ~~company’s~~stock ownership and retention requirements for senior officers (including the NEOs), effective January 1, 2021. Beginning in 2021, a covered officer must hold all net after-tax shares acquired upon the exercise of options and the vesting of PBRSUs, SSUs or PSUs until his or her 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 ownership requirement. This change ~~agenda.~~

~~Given these accomplishments,~~is aligned with the majority practice of our Proxy Peer Group. For purposes of calculating stock ownership, the Committee ~~applied an individual performance percentage~~determined that the greater of ~~100% for Ms. Farrell’s 2017 annual incentive award and 100% as~~ the ~~individual performance modifier for her long-term incentive award granted~~spot price or the preceding 12-month average closing stock price should be used to reduce volatility in ~~March 2018.~~outcomes.

~~Lisa G. Iglesias~~

~~Executive Vice President and General Counsel~~2021 PROXY STATEMENT 65

~~In assessing Ms. Iglesias’ performance for 2017, the Committee noted that she:~~

~~Provided effective leadership for the legal department in the role of General Counsel;~~

~~Delivered strong performance as the legal team executed on a high volume of work including our expanded growth agenda;~~

~~Has been an important link to the Board and Governance Committee. Overall support and communication with the Board has been excellent;~~

~~Led organizational work in the department over the last few years that has created an effective team with a solid set of leaders; and~~

~~Set the early pace for our diversity and inclusion efforts as both an executive sponsor as well as with her community involvement.~~

Given these accomplishments, the Committee applied an individual performance percentage of 100% for Ms. Iglesias’ 2017 annual incentive award and 110% as the individual performance modifier for her long-term incentive award granted in March 2018.

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COMPENSATION DISCUSSION AND ANALYSIS

Annual and Long-Term Incentive Programs

Company Performance Targets

Each year, the Committee sets performance measures and targets for ~~several performance measures that~~the company, which are used to calculate annual and long-term incentive awards. ~~Performance measures and their respective targets are established for the company as a whole as well as for each of our principal operating business segments.~~ Weightings are assigned to each performance measure based on its relative importance to the ~~company or business segment.~~

For 2017, a change was made to move all employees (other than Investments) into a common plan, the Unum Group incentive plan. Nearly half of the employees were already in the Unum Group plan and incentivizing everyone on a common set of metrics fosters our collaborative environment. We increased the weighting of the sales metric from 10% to 15% given the importance to our overall growth plans and correspondingly reduced the weighting assigned to Operating ROE (from 20% to 15%).company.

The performance targets are aligned with the company’s primary business objectives:

Strong operational performance

Disciplined growth

Effective risk management

Consistent capital generation



58	~~2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

The performance goals in our incentive plans are a direct output of our business plans, which are approved by the Board each year.

~~The~~Goal Rigor

When designing our business plans, ~~and the associated metrics~~we carefully balance the current performance of the business and the risk appetite of the enterprise with an appropriate amount of stretch designed to drive consistent growth and improvement. ~~In addition, the Committee considered external~~External economic factors are also considered, including: (1) the overall economic growth rate, (2) employment and wage growth, which impacts our overall premium levels, and (3) the interest rate and investment environment, which can have a significant impact on our overall profit margins.

We set challenging performance goals within our business plans ~~and performance measures~~ to ensure that their achievement will drive long-term value for shareholders. ~~In setting the business plans and performance metrics, a number~~As part of this process, we conduct sensitivity ~~tests are run~~testing to ~~determine the possible~~assess upside and downside ~~scenarios to the plan. These scenarios are~~risk, which is then reviewed to ~~be certain we have the~~ensure an appropriate degree of rigor in the plan. Additionally, in setting certain goals, such as for ROE, we consider factors beyond the desire for absolute growth, including the natural increase in the proportion of equity backing our Closed Block lines of business, as well as investments required to maintain the above-industry average ROE in our growth products. This approach to balancing multiple considerations in fact led to a lower ROE expectation for 2020 relative to 2019 given the continued investments backing our growth product lines. Similarly, we continue to maintain a portfolio of investments that will lead to long-term improvement in growth and efficiency across our insurance and service lines of business. In the short-term, these investments contributed to an expected higher operating expense ratio in 2020 relative to 2019.

~~Once~~After considering our business plans, the Committee establishes performance measures ~~are established, the~~and incentive payout targets ~~are set to~~that appropriately align pay with performance.

Generally, the ~~payout~~performance range for each annual incentive performance measure is set based on what is appropriate for the variability of the metric. The actual ranges for each performance metric ~~can be determined from~~are shown in the table on page ~~60.~~69. The payout range for each metric is 0-150%.

To align our metrics with shareholders, both in ~~2017 was 0-200%~~the near term and ~~the overall plan maximum payout was capped at 150%. In 2018,~~over an extended timeframe, the Committee ~~has decided~~determined to use ~~0-150% as the payout range for each metric which eliminates the need for the additional payout cap.~~

~~The~~ ROE ~~performance measure is used~~and EPS measures under ~~both~~ our annual and long-term incentive ~~plans. The Committee has concluded that ROE is one of the most important metrics for shareholders, over both a near-term and an extended timeframe.~~plans in 2020. The Committee believes that using ~~this metric~~these metrics in incentive plans that pay out over both ~~one-year~~one- year and three-year periods encourages executives to focus on both short- and long-term results. ~~The Committee also believes that any risk~~Risk of overemphasizing ~~ROE in~~ the ~~annual~~metrics was mitigated by minimizing their weightings under the Annual Incentive Plan and ~~long-term incentive plans is avoided by assigning it only~~applying a 15% weighting for the annual incentive performance measure and by weighting it equally with another performance measure in the long-term incentive plan (in recent years, average after-tax adjusted operating earnings per share) with further adjustment based on relative TSR modifier to the calculation of performance results for PSUs awarded

66 2021 PROXY STATEMENT

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under our long-term incentive plan. This risk has been eliminated with the 2021 shift from PSUs to CIUs, which do not use ROE or EPS metrics.

Our incentive plans are subject to an annual risk assessment by our ~~chief risk officer,~~Chief Risk Officer, which is discussed with the Committee as described on page ~~35.~~38.

Annual Incentive Plan

Each performance metric has been selected because the Committee believes it is an appropriate driver of long-term shareholder value:

Annual Incentive Metric	2020 Weighting		Purpose
After-Tax Adjusted Operating Earnings Per Share	35%	⇨	Measures profitability achievement
Consolidated Adjusted Operating Return on Equity	15%	⇨	Measures effectiveness of balancing profitability and capital management priorities
Earned Premium	15%	⇨	Measures growth and competitiveness of the business
Sales	15%	⇨	Measures growth and competitiveness of the business
Customer Experience	10%	⇨	Measures effective and efficient customer service
Operating Expense Ratio	10%	⇨	Measures effective and efficient customer service

Our annual incentive awards reward performance based on the achievement of both company and individual performance, which the Committee believes aligns compensation with the objectives of shareholders. Subject to eligibility requirements, non-sales employees (including our NEOs) are eligible to receive an annual incentive award each year. As discussed further below, an objective performance threshold is set within the Annual Incentive Plan, which must be met in order to fund the annual incentive awards. If the goal is not achieved, no awards are paid, regardless of company performance on the incentive metrics described above.

The process for determining the 2020 annual incentive awards was as follows:

If the 2020 Performance Threshold was met, then:

($)

(%)

($)

2020 Annual Incentive

Target for NEOs

2020 Company

Performance⁽¹⁾

2020 Individual

Performance⁽²⁾

2020 Annual

Incentive Award

If threshold was not met, then no award is paid

(1)

The Committee exercises discretion as to the final percentage considering all performance factors, including, but not limited to, the quality of financial results. For details on adjustments for 2020, see discussion below.

(2)

Individual performance may range from 0% to 125%. Individual performance adjustments for 2020 are described beginning on page 75.

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Incentive Funding Performance Requirement

~~Our annual and long-term incentive plans are~~The funding of awards under our Annual Incentive Plan is conditioned on the company achieving a specified level of ~~performance. We apply an incentive funding~~ performance ~~requirement~~ because we believe employees and officers should receive incentive awards only ~~after our shareholders and creditors are paid. Additionally, for PBRSUs and PSUs granted prior to 2018,~~when company performance supports the company intended that this incentive funding performance requirement would allow the company to retain certain deductions in accordance with the "qualified performance-based compensation" exemption to Section 162(m) of the Internal Revenue Code (the "Code"). However, for taxable years beginning after December 31, 2017, this exemption has been repealed for all but certain grandfathered compensation arrangements that were in effect as of November 2, 2017. The scope of relief for grandfathered arrangements is currently uncertain. As such, there can be no assurance that any compensation awarded in prior years will be fully tax deductible.



~~2018 PROXY STATEMENT~~	59

~~COMPENSATION DISCUSSION AND ANALYSIS~~

payments.

The Annual Incentive Plan ~~specifies a performance requirement of~~requires $250 million of statutory after-tax operating earnings to fund ~~the plan. At the time~~payments under the plan, ~~was established, this was approximately enough~~which helps to ~~cover dividends~~ensure our commitments to shareholders and ~~after-tax interest on our recourse debt. For 2017,~~creditors. In 2020, the Committee ~~established~~also conditioned the ~~same performance requirement to fund~~funding of grants under the long-term incentive ~~plan. Funds used to attain the~~plan on this same performance ~~requirement are derived from statutory after-tax operating earnings and other sources of cash flow available from the company’s insurance and non-insurance subsidiaries.~~requirement.

The company successfully achieved the performance requirement for funding the ~~2017~~2020 annual incentive awards and the long-term incentive grants made in March ~~2018.~~2021.

While the ~~"qualified~~“qualified performance-based ~~compensation"~~compensation” exception under Section 162(m) was eliminated in 2017, the Committee ~~has~~ reaffirmed our pay-for-performance alignment and determined that our annual and long-term incentive plans will continue to be predicated upon the company achieving a specified level of performance. Therefore, in ~~2018,~~2021, we will continue to use the performance requirement of $250 million of statutory after-tax operating earnings to fund awards under our annual and long-term incentive plans.

~~Annual Incentive Targets~~

Depending on their role in the company, the annual incentive awards for our NEOs are tied in various ways to the performance of Unum Group and its business units. The annual incentive awards of Mr. McKenney, Mr. McGarry, Mr. Simonds and Ms. Iglesias are based entirely on Unum Group performance though the individual goals for Mr. Simonds include financial goals related to his business unit. For Ms. Farrell, 25% of her award is based on Unum Group performance and 75% is based on Investment’s performance. The following table outlines the targets for annual incentives awarded for 2017 performance and how the company and business units performed against those targets in 2017.

2017 ANNUAL INCENTIVE AWARD PERFORMANCE TARGETS AND RESULTS ($s/£s IN MILLIONS)
Performance Measure
Component
Weighting
Threshold⁽¹⁾
Target Maximum Actual
Unum Group
After-tax adjusted operating income⁽²⁾
35% $688.8 $918.4 $1,056.2 $976.2
Consolidated adjusted operating return on equity⁽³⁾
15% 8.22% 10.95% 12.60% 11.6%
Earned premium⁽⁴⁾
15% $6,355.2 $7,476.7 $8,972.1 $7,467.9
Sales 15% $1,248.4 $1,664.6 $2,330.4 $1,734.6
Customer experience⁽⁵⁾
10% 270% 300% 450% 307%
Operating expense ratio⁽⁶⁾
10% 19.70% 17.70% 15.70% 17.42%
Investments
Net investment income⁽⁷⁾
50% $2.299.6 $2,424.6 $2,549.6 $2,454.3
Avoided losses⁽⁸⁾
25% $(100.0) $7.4 $150.0 $14.9
Market composite⁽⁹⁾
25% 83% 100% 175% 119.2%


~~(1)~~	For each performance measure, there is no payout at or below the threshold. For each performance measure, the payout would be 200% for performance at or above the maximum. However, the overall payout for the aggregate annual incentive plan is capped at 150% of target. For performance between defined levels, the payout is interpolated.



60	~~2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~


~~(2)~~	After-tax adjusted operating income is defined as net income adjusted to exclude after-tax net realized investment gains or losses and certain other items specified in the reconciliation of non-GAAP (generally accepted accounting principles) financial measures attached hereto as Appendix A.


~~(3)~~	Consolidated adjusted operating return on equity is calculated by taking after-tax adjusted operating income and dividing it 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 on cash flow hedges.


~~(4)~~	~~Earned premium is calculated for our core operations (Unum US, Unum UK, and Colonial Life).~~


~~(5)~~	~~Customer Experience is based on the quality of our customers' experiences and includes measures which focus 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 Closed Block and the Corporate Segment.

~~(7)~~

Net investment income reflects the impact of investment results on after-tax adjusted operating income. Net investment income excludes interest on policy loans, investment income on floating rate securities backing floating rate debt, investment income on index-linked securities which support claim reserves that provide for index-linked claim payments, variances to plan for asset levels and specified portions of miscellaneous net investment income, and includes investment income related to investments managed by Unum supporting reserves related to a block of individual disability business assumed through a modified coinsurance agreement.


~~(8)~~	~~Avoided losses are calculated by multiplying an industry standard weighted default rate by Unum’s total credit exposure and comparing to Unum’s actual investment losses.~~


~~(9)~~	Market composite consists of comparing the average of three targets: (1) credit spreads on purchases to a specified benchmark, (2) yields on purchases to a specified benchmark, and (3) realized investment losses to a specified peer group.

~~Each performance target has been selected because the Committee believes it is an appropriate driver of long-term shareholder value:~~



~~Incentive Metric~~		~~Purpose~~
● ~~Sales~~ ● ~~Earned Premium~~	ð	● ~~Measures growth and competitiveness of the business~~
● ~~After-Tax Adjusted Operating Income~~ ● ~~Net Investment Income for Investments~~	ð	● ~~Measures profitability achievement~~
●~~Operating Return on Equity~~	ð	● ~~Measures effectiveness of balancing profitability and capital management priorities~~
● ~~Customer Experience~~ ● ~~Adjusted Operating Expense Ratio~~	ð	● ~~Measures effective and efficient customer service~~

~~Long-Term Incentive Targets~~

The achievement of a corporate performance threshold must be met before any award may be granted under the company’s long-term incentive program, as described on page 59. All of our NEOs received a portion of the long-term incentive grant in March 2017 in the form of Performance Share Units (PSUs). The PSUs will vest based on the achievement of three-year, prospective (2017-2019) average adjusted operating earnings per share and average adjusted operating return on equity goals, and the achievement will be modified (up to +/-20%) based on our total shareholder return (TSR) relative to eight members of our "PSU Peer Group." These eight companies (Aflac, Hartford Financial Services, Lincoln Financial, MetLife, Principal Financial, Prudential Financial, Torchmark and Voya Financial) were selected because they are considered to be direct business competitors of Unum (see discussion beginning on page 53 for the differences between our Proxy Peer Group and PSU 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 of the equity awards. The table below



~~2018 PROXY STATEMENT~~	61

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~outlines the three-year performance targets established by the Committee for the PSU grants made in March 2017.~~

TARGETS FOR PERFORMANCE SHARE UNITS (PSUs) GRANTED IN 2017
Corporate
Performance Factors
Driver of
Shareholder Value
Component
Weighting
Threshold Target Maximum
Average 3-year Adjusted Operating Return on Equity (2017-2019)
Capital Management
Effectiveness
50% 8.10% 10.80% 12.42%
Average 3-year After-Tax Adjusted Operating
EPS (2017-2019)
Profitability 50% $3.22 $4.30 $4.95
Relative Total Shareholder Return
Modifier
Percentile
-20% @
35th
0 @
50th
+20% @
75th

Items Excluded When Determining Company Performance

When ~~pre-establishing~~establishing the performance measures and weightings for ~~2017,~~2020, the Committee determined that the effect of certain items not included in the ~~2017~~2020 financial plan would be excluded from the calculation of the company’s performance, for purposes of both the annual and long-term incentive plans, should they occur. ~~These criteria~~The Committee believes it is appropriate to exclude these items, which are ~~the same ones that we used in 2016~~set forth below and ~~the Committee has~~were also approved ~~them~~as exclusions for ~~use~~the 2021 program, because they: (1) are unusual or infrequent in nature, (2) do not directly reflect company or management performance, or (3) could serve as a disincentive to capital management or other decisions in the ~~2018 plans as well. These items are:~~best interest of the company and shareholders.

Unplanned adjustments resulting from accounting standards and/or policy changes, legal, tax or regulatory rule or law changes;

The impact of any unplanned acquisitions, divestitures or block reinsurance transactions;

Unplanned adjustments to the Closed Block of business;

The effect of any unplanned regulatory, legal or tax settlements;

The effect of unplanned changes to strategic asset allocation;

Unplanned debt issuance, repurchasing or retirement; or stock repurchase or issuance;

The effect of differences between actual currency exchange rates versus exchange rates assumed in the financial plan;

Unplanned fees or assessments, including tax assessments, from new legislation; ~~and~~

The effect on revenue from unplanned variances from floating rate securities and index-linked ~~securities.~~

~~In addition to the above, the Committee also approved the exclusion of the following items for the 2018 plans:~~securities (for our Investments Plan only); and

The effect of ~~market value adjustments in Net Investment Income;~~a global pandemic and

~~For the Investment plan only, the effect of lost income from bond calls.~~

The Committee believes it is appropriate to exclude these items because they: (1) are unusual or infrequent in nature, (2) do not directly reflect company or management performance, or (3) could serve as a disincentive to capital management or other ~~decisions which are in the best interest of the company~~economic and ~~shareholders.~~environmental pressures impacting results.

68 2021 PROXY STATEMENT



62	~~2018 PROXY STATEMENT~~

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COMPENSATION DISCUSSION AND ANALYSIS

Resiliency Scorecard

After discussions with management and Pay Governance, the Committee approved a resiliency scorecard in July 2020 to thoughtfully apply discretion in conjunction with existing annual incentive targets as a result of the unprecedented events of the COVID-19 pandemic. The purpose of the scorecard was to evaluate key management actions taken through the year to position the business to thrive after the pandemic has eased. Resiliency categories considered included: (1) finance and operations, (2) employees, (3) customers and community, and (4) shareholders and other stakeholders. Overall, the Committee’s final assessment of the resiliency scorecard highlighted a successful transition to working from home and an unwavering focus on delivering for our customers throughout 2020.

Annual Incentive Results

2020 ANNUAL INCENTIVE TARGETS AND RESULTS ($ in millions, except per share data)

Unum Group (actual results in blue)

After-tax adjusted operating earnings per share⁽²⁾

35%

Slightly

above target

Consolidated adjusted operating return on equity⁽³⁾

15%

Slightly

above target

Earned premium⁽⁴⁾

15%

Slightly

below target

Sales

15%

Below target

Customer experience⁽⁵⁾

10%

Slightly

below target

Operating expense ratio⁽⁶⁾

10%

Below target

⁽¹⁾	For each performance measure, there is no payout at or below the threshold. The payout would be 150% for performance at or above the maximum. For performance between defined levels, the payout is interpolated.

⁽²⁾

After-tax adjusted operating earnings per share is defined as net income adjusted to exclude after-tax net realized 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.

⁽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 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 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.

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COMPENSATION DISCUSSION AND ANALYSIS

Applying ~~these~~the criteria and standards approved by the Committee when it established the 2020 annual incentive targets, as discussed beginning on page 68, the Committee adjusted the ~~annual incentive plan~~Annual Incentive Plan performance calculations for the impact of the following ~~seven~~five items on our ~~2017~~2020 financial plan results that were not included in the ~~2017~~2020 financial plan from which the targets were initially derived:

The effect of ~~revaluation of~~differences between actual debt issuances and the ~~net deferred tax liability as a result of tax reform~~amount assumed in the financial plan (impact to ~~earnings and equity);~~

~~The effect of increased sales resulting from an update to the New York disability law for paid family leave (this reduced the sales performance achievement);~~

~~The effect of unplanned acquisition expenses, the majority of which were related to Pramerica Życie TUiR SA (impact to earnings, operating expense ratio, and equity);~~

~~The effect of a reserve increase related to the settlement with a third party regarding unclaimed death benefits (UDB) (impact to earnings and equity)~~earnings);

The effect of differences between actual stock repurchases and the amount assumed in the financial plan ~~(actual~~(no actual repurchases ~~were slightly higher than plan and the impact was immaterial)~~which impacted equity);

The effect of differences between actual foreign currency rates and ~~the~~ exchange rates assumed in the financial plan;

The effect of a tax rate change in the U.K.; and

The ~~impact~~effect of a ~~loss~~global pandemic and other economic and environmental pressures impacting results. These adjustments included the following impacts related to COVID-19:

°	Elevated mortality within the Life and LTC product lines;

°	Increased short-term disability COVID-19 claims;

°	Higher costs associated with leave management claims; and

°	Lower travel and incentive expenses, offset by increased expenses related to transitioning employees to work from home, creating a safe office environment and increasing allowances for uncollectible premiums.

The net effect of the COVID-19 impacts in 2020 was a ~~guaranty fund assessment (impact~~decrease in operating results, with the negative implications of Life mortality overshadowing favorable impacts to ~~earnings~~the LTC product line and ~~equity).~~travel-related expenses. Importantly, we did not make any explicit adjustment to sales or earned premium in the Annual Incentive Plan. While we know that these metrics were negatively impacted by COVID-19, the actual impact was difficult to isolate and therefore not considered.

~~As outlined~~Based on the adjustments described above, the ~~overall positive impact due to tax reform~~calculated achievement was ~~removed from our 2017 annual incentive~~88.7% of the plan ~~results. Expected changes due to tax reform have been built into our 2018 annual incentive plan targets.~~

target. Each year, the Committee also undertakes an overall assessment of the results, ~~while also~~ maintaining the discretion to make final adjustments. Any discretionary adjustments by the Committee are based on a review of the actual achievement level for each performance measure compared to the annual incentive targets, ~~listed on page 60,~~ as well as a qualitative assessment of the results. For ~~2017,~~2020, the Committee ~~also made an adjustment~~recognized management's resiliency scorecard achievements, noting efforts to position the company to not only survive the pandemic but to thrive after it ends. This included the response to work from home and a focus on responsiveness to our customers in ~~consideration for~~their time of need, which showed up in the positive customer experience metric. The Committee balanced financial achievements and resiliency with the impact ~~of an individual disability income (IDI) reserve release which~~to shareholders from our reduced ~~the aggregate annual incentive payout by approximately 3%. The resulting annual incentive plan achievement levels for 2017 are shown in the table below.~~

~~The achievement levels for 2017 were used in calculations for annual incentive awards described in the "Compensation Decisions" section below.~~



~~ANNUAL INCENTIVE PLAN ACHIEVEMENT LEVELS~~
~~Plan~~	~~2017~~
~~Unum Group~~	~~120~~	%
~~Investments~~	~~118~~	%

~~Compensation Decisions~~

~~Annual Base Salary~~

~~Salaries for our NEOs are established based~~stock price. Based on their position, skills, experience, responsibility, and performance. Competitiveness of salary levels is assessed annually relative to the approximate median of salaries in the marketplace using the sources noted beginning on page 52 for similar executive positions. Increases may be considered for factors such as changes in responsibilities, individual performance, and/or



~~2018 PROXY STATEMENT~~	63

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~changes in the competitive marketplace. In early 2017,~~this assessment, the Committee approved ~~base salary increases for NEOs as outlined in~~ the ~~following table. For a discussion of 2018 salary adjustments, see "2018 Compensation Decisions" beginning on page 69.~~

2017 ANNUAL BASE SALARY DECISIONS
Name 2017 2016 Change
Mr. McKenney $1,000,000 $1,000,000 –
Mr. McGarry 630,000 600,000 +5.0%
Mr. Simonds 615,000 600,000 +2.5%
Ms. Farrell 460,000 453,000 +1.5%
Ms. Iglesias 505,000 495,000 +2.0%

~~Setting Incentive Targets~~

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. In establishing each target for 2017 awards, the Committee considered market data from the appropriate peer group as well as each individual’s target relative to other NEOs, given their respective levels of responsibility. In early 2017, the Committee approved annual and long-term incentive target award values for each NEO as outlined in the tables below.

2017 ANNUAL INCENTIVE TARGET DECISIONS
Name 2017 2016 Change
Mr. McKenney 175% 175% –
Mr. McGarry 100% 100% –
Mr. Simonds 90% 90% –
Ms. Farrell 120% 120% –
Ms. Iglesias 75% 75% –

2017 LONG-TERM INCENTIVE TARGET DECISIONS
Name 2017 2016 Change
Mr. McKenney $5,500,000 $5,250,000 +4.8%
Mr. McGarry 175% 150% +25 pts
Mr. Simonds 160% 150% +10 pts
Ms. Farrell 110% 100% +10 pts
Ms. Iglesias 125% 125% –



64	~~2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Annual Incentive Awards~~

Our annual incentive awards reward performance based on the achievement of both company and individual performance, which the Committee believes aligns compensation with the objectives of shareholders. TheUnum Group Annual Incentive Plan ~~under which 2017 annual incentive awards were granted, includes:~~payout level for 2020 at 80% of target, as shown below.

~~Eligibility for all non-sales employees to receive an annual incentive;~~

~~An Executive Officer Incentive Plan in which our NEOs participate; and~~

An objective performance threshold of $250 million of statutory after-tax operating earnings and other sources of cash flow available from the company’s insurance and non-insurance subsidiaries for the fiscal performance year that provides funding for incentive payments. This goal must be achieved before participants are eligible to receive an award. If the goal is not achieved, no awards are paid.

~~The decision making process to determine 2017 annual incentive awards was as follows:~~


~~(1)~~	~~The Committee exercises discretion as to the final percentage considering all performance factors, including, but not limited to, the quality of financial results. For details on adjustments for~~ ~~2017, see page~~ 62.Unum Group 2020 Annual Incentive Plan Achievement Level			80%


~~(2)~~	~~Individual performance may range from 0% to 125%.~~

~~Once it was determined that the performance threshold had been met for 2017, specific awards for our NEOs were arrived at by:~~

~~Applying the individual annual incentive targets, which had been set in early~~ ~~2017, to each individual’s base salary;~~

~~Calculating company and business unit performance percentages by comparing actual results to the performance targets described beginning on page~~ 58 ~~(the Committee may also take into account other factors, including economic considerations as well as non-financial goals);~~

~~Establishing an individual performance percentage (from 0% to 125%) using the individual assessment process described beginning on page~~ 55~~; and~~

~~Multiplying company and business unit performance by individual performance and the NEO’s annual incentive target.~~

The table below sets forth the target incentive and the actual annual incentive awards approved by the Committee ~~to our NEOs~~ for ~~2017~~each NEO for 2020 performance. For a discussion of ~~2018~~2021 annual incentive award targets for the NEOs, see ~~"2018 Compensation Decisions"~~the “Performance Assessment and Highlights” summary beginning on page ~~69.~~74.

70 2021 PROXY STATEMENT



~~2018 PROXY STATEMENT~~	65

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COMPENSATION DISCUSSION AND ANALYSIS

The annual incentive awards of all NEOs are based on Unum Group performance, though the individual goals for Mr. Simonds and Mr. Arnold include financial goals related to their respective business units. The following table outlines the annual incentives awarded for 2020 performance.

ANNUAL INCENTIVE PAID IN 2018 (for 2017 performance)
Executive
2017
Incentive
Target
(%)

Eligible
Earnings
($)

Company
Performance
(%)

Individual
Performance
(%)

2017 Annual
Incentive Paid
($)
Mr. McKenney⁽¹⁾
175% X 1,000,000 X 120% X 115% = 2,415,000
Mr. McGarry⁽¹⁾
100% X 623,077 X 120% X 110% = 822,462
Mr. Simonds⁽¹⁾
90% X 611,538 X 120% X 120% = 792,554
Ms. Farrell⁽²⁾
120% X 458,385 X 118.5% X 100% = 651,822
Ms. Iglesias⁽¹⁾
75% X 502,692 X 120% X 100% = 452,423

ANNUAL INCENTIVE PAID IN 2021

(for 2020 performance)

Executive	2020 Incentive Target (%)		Eligible Earnings ($)		Company Performance (%)		Individual Performance (%)		2020 Annual Incentive Paid ($)
Mr. McKenney	210%	X	1,078,846	X	80%	X	100%	=	1,812,462
Mr. Zabel	110%	X	617,308	X	80%	X	110%	=	597,554
Mr. Simonds⁽¹⁾	127.95%	X	718,846	X	80%	X	100%	=	735,785
Mr. Arnold	90%	X	519,267	X	80%	X	95%	=	355,179
Ms. Iglesias	95%	X	571,154	X	80%	X	100%	=	434,077

⁽¹⁾

~~Company performance for Messrs. McKenney, McGarry~~Mr. Simonds was appointed to his new role in February 2020 and ~~Simonds and Ms. Iglesias~~the Committee increased his annual incentive target from 110% to 130%. His actual incentive target was ~~weighted 100%~~prorated (rounded to two decimal places) based on ~~Unum Group performance.~~


~~(2)~~	~~Company performance for Ms. Farrell was weighted with 75% based on Investments and 25% based on Unum Group performance. Investments achievement was 118% and Unum Group achievement was 120%, resulting~~his time in ~~overall achievement of 118.5%.~~each position.

Long-Term Incentive ~~Awards Granted in 2017~~

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. ~~The grants to~~Long-term incentive awards are granted in the ~~NEOs~~year following the performance year that determines their size (i.e., awards in ~~March 2017~~2020 were based on ~~the Committee’s March 2017 assessment of their performance for the prior year.~~

~~The mix of awards for each NEO was 50% performance-based restricted stock units (PBRSUs) and 50% performance share units (PSUs)~~2019 performance). ~~PBRSUs were awarded in 2017 based on the achievement of an after-tax statutory earnings threshold for 2016, as modified by individual achievement factors for 2016. They vest ratably over three years.~~

PSUs granted in 2017 vest based upon the achievement of three-year (2017-2019) pre-established average adjusted operating earnings per share and average adjusted operating return on equity goals, modified (up to +/-20%) based on Unum’s relative total shareholder return as described beginning on page 61. Assuming performance above the threshold, PSUs can be paid out at 40% to 180% of target.

All long-term incentive awards granted in ~~2017~~2020 were granted under the Stock Incentive Plan of 2017. 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 ~~that~~ 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 2020 was 50% performance-based restricted stock units (PBRSUs) and 50% performance share units (PSUs).

All of our NEOs received a long-term incentive grant in March 2020 in the form of PBRSUs ~~which are valued in terms of~~and PSUs. All grants were conditioned on the company ~~stock, do not include any actual stock issued~~first achieving the corporate performance threshold for 2019 (as described on page 68). Actual awards were based on the target incentive and individual performance for 2019. PBRSUs vest ratably over three years while PSUs vest at the ~~time~~end of the three-year performance period dependent upon actual performance, modified (up to +/- 20%) by relative TSR. The process for determining long-term incentive awards granted in March 2020 was as follows:

If the 2019 Performance Threshold was met, then:

($)

(%)

($)

2019 Long-term

Incentive Target for NEOs

2019 Individual

Performance⁽¹⁾

2020 Long-term

Incentive Award

If threshold was not met, then no award granted

⁽¹⁾

Individual performance may range from 0% to 125%. Individual performance achievement percentages for 2019 performance are described beginning on page 66 of our 2020 Proxy Statement.

2021 PROXY STATEMENT 71

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COMPENSATION DISCUSSION AND ANALYSIS

As outlined in the diagram, once it was determined that the performance threshold had been met, the total value of the long-term incentive award granted to each NEO was determined by multiplying:

The NEO's long-term incentive target (a specified percentage of base salary for all NEOs except the CEO, which was set as a dollar amount), which was set by the Committee in early 2019 after considering market data from the appropriate comparator group (as described beginning on page 52 of our 2020 Proxy Statement) and the individual’s target relative to other NEOs given their respective levels of responsibility; and

•

The individual performance percentage (from 0% to 125%) assigned to the NEO by the Committee using the individual assessment process described beginning on page 61 (for a discussion of the individual NEO performance assessments for 2019 that determined the individual performance percentage for these 2020 grants, see disclosure beginning on page 66 of our 2020 Proxy Statement).

Once the long-term incentive award value was determined, it was divided evenly between PBRSUs (50%) and PSUs (50%) for each NEO. The PBRSUs vest based on each NEO’s continued service over a three-year period. The PSUs vest based on the achievement of three-year (2020-2022) pre-established goals for average adjusted operating return on equity and average adjusted operating earnings per share, modified (up to +/- 20%) by relative TSR as described below.

LONG-TERM INCENTIVE GRANTED IN 2020

(for 2019 Performance)

Executive	2019 Long-Term Incentive Target		Individual Performance		2020 Long-Term Incentive Grant⁽²⁾
Mr. McKenney⁽¹⁾	$6,500,000	X	98%	=	$6,370,000
Mr. Zabel	656,027	X	110%	=	721,630
Mr. Simonds	1,120,000	X	110%	=	1,232,000
Mr. Arnold	625,044	X	110%	=	687,548
Ms. Iglesias	742,500	X	100%	=	742,500

⁽¹⁾	Mr. McKenney’s target was set as a dollar amount, rather than as a percentage of salary as for the other NEOs.

⁽²⁾

The amount shown is the award approved by the Committee for each NEO. This amount is then converted to the respective number of PBRSUs and PSUs based on the closing stock price on the date of grant. The amount included in the “Summary Compensation Table” on page 87 was calculated using the closing stock price for PBRSUs and the Monte Carlo valuation methodology for PSUs.

Executive	PBRSUs Granted (Mar. 2020)	PSUs Granted (Mar. 2020)
Mr. McKenney	136,636	136,637
Mr. Zabel	15,479	15,479
Mr. Simonds	26,426	26,426
Mr. Arnold	14,748	14,748
Ms. Iglesias	15,927	15,927

No stock is issued when the PBRSUs are granted. Instead, company stock is issued only when the grant is settled. ~~During the restricted period, dividend equivalents accrue and vest only when and to the extent that the underlying PBRSUs vest.~~ In addition, there are no shareholder voting rights unless and until the award is settled in shares. Beginning with the March 1, 2020 grant, during the performance period, dividend equivalents will accrue and settle in cash to the extent that the underlying PBRSUs vest.

72 2021 PROXY STATEMENT

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COMPENSATION DISCUSSION AND ANALYSIS

The PSUs will vest based on the achievement of three-year, prospective (2020-2022) average adjusted operating earnings per share and average adjusted operating return on equity goals, and the achievement will be modified (up to +/-20%) based on our TSR relative to the eight members of our “Performance Peer Group.” Assuming performance above the threshold, PSUs can be paid out at 40% to 180% of target. The eight companies in the Performance Peer Group (Aflac, Hartford Financial Services, Lincoln Financial, MetLife, Principal Financial, Prudential Financial, Globe Life (f/k/a Torchmark) and Voya Financial) were selected because they are considered to be direct business competitors of Unum (see discussion beginning on page 58 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 table below outlines the three-year performance targets established by the Committee for the PSU grants made in March 2020. PSUs are notional units that will track the value of our share price over the three-year performance period, and will vest and be settled through the issuance of shares based upon the achievement of the predetermined performance metrics. Dividend equivalents accrue during the three-year performance period and will vest only when and to the extent that the underlying PSUs vest.

TARGETS FOR PERFORMANCE SHARE UNITS (PSUs) GRANTED IN 2020

Unum Group

~~2018 PROXY STATEMENT~~

Average 3-year Consolidated Adjusted Operating Return on Equity (2020-2022)

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~The decision-making process to determine long-term incentive awards granted in March 2017 was as follows:~~

Capital Management

Effectiveness

50%

~~(1)~~

~~Individual performance may range from 0% to 125%.~~

Average 3-year After-Tax Adjusted Operating EPS (2020-2022)

~~As outlined in the previous diagram, once it was determined that the performance threshold had been met, the total value of the long-term incentive awards for our NEOs were determined by:~~

~~Applying the individual long-term incentive targets, which were set in early~~ ~~2016~~ ~~by considering the market data from the appropriate comparator group (as described beginning on page~~ 52) as well as each individual’s target relative to other NEOs, given their respective levels of responsibility, to each individual’s base salary, except that, the long-term incentive target is set as a dollar amount for Mr. McKenney;

~~Establishing an individual performance percentage (from 0% to 125%) using the individual assessment process described beginning on page~~ 55 ~~(for a discussion of the individual NEO performance assessments for 2016 that determined the individual performance percentage for these 2017 grants, see page 50 of our 2017 Proxy Statement); and~~

~~Multiplying each NEO’s long-term incentive target by his or her individual performance percentage.~~

~~Once the long-term incentive award value was determined, it was awarded as described below:~~

~~The~~ ~~2017~~ ~~long-term incentive award was divided evenly between PBRSUs (50%) and PSUs (50%) for each NEO; and~~

~~The PBRSUs vest based on each NEO’s continued service over a three-year period. The PSUs vest based on the achievement of three-year pre-established goals (2017~~-~~2019) for average adjusted operating return on equity and average adjusted operating earnings per share, modified by relative total shareholder return as previously described.~~

~~In March 2017, the Committee approved grants of PBRSUs and PSUs for the NEOs as outlined below. For a discussion of 2018 long-term incentive award targets, see "2018 Compensation Decisions" below.~~

Profitability

50%

~~2018 PROXY STATEMENT~~

Relative Total Shareholder Return

Modifier

Percentile

-20% @

35^th

0 @

50^th

+20% @

75^th

~~COMPENSATION DISCUSSION AND ANALYSIS~~

LONG-TERM INCENTIVE GRANTED IN 2017 (for 2016 Performance)
Executive
Long-Term
Incentive Target

Individual
Performance

2017 Long-Term
Incentive Grant⁽²⁾
Mr. McKenney⁽¹⁾
$5,250,000 X 105% = $5,512,500
Mr. McGarry 900,000 X 111% = $1,000,000
Mr. Simonds 900,000 X 111% = $1,000,000
Ms. Farrell 453,000 X 105% = $475,650
Ms. Iglesias 618,750 X 100% = $618,750


~~(1)~~	~~Mr. McKenney’s target was set as a dollar amount, rather than as a percentage of salary as for the other NEOs.~~


~~(2)~~	~~The grant date fair value of the long-term incentive grant (as reported in the Summary Compensation Table on page~~ 76~~) was calculated based on the Monte Carlo PSU valuation. The long-term incentive granted in March~~ ~~2017~~ ~~was calculated based on the closing stock price of the grant date.~~

Executive
Grant Date
Fair Market Value
Performance Share
Units Granted
(Mar. 2017)
Restricted Stock Units
Granted
(Mar. 2017)
Mr. McKenney $5,499,957 55,154 55,154
Mr. McGarry 999,992 10,028 10,028
Mr. Simonds 999,992 10,028 10,028
Ms. Farrell 475,664 4,770 4,770
Ms. Iglesias 618,763 6,205 6,205

Vesting of ~~2015~~2018 Performance Share Units (PSUs)

The long-term incentive mix for our NEOs' ~~2015~~2018 awards included 50% in the form of PSUs, which vested based on performance over a three-year performance period that ended on December 31, ~~2017.~~2020.

The table below provides an overview of the three-year goals for the ~~2015~~2018 PSU grant as well as their actual achievement levels.

2018 PERFORMANCE SHARE UNIT (PSU) AWARDS

2015 PERFORMANCE SHARE UNIT (PSU) AWARDS
Corporate Performance Factors
Component
Weighting
Threshold Target Maximum Actual
Average 3-year Adjusted Operating Return on Equity (2015-2017) 50% 8.12% 10.83% 12.45% 11.33%
Average 3-year After-Tax Adjusted Operating EPS (2015-2017) 50% $2.82 $3.76 $4.33 $3.93
Relative Total Shareholder Return
Modifier
Percentile
-20% @
35th
0 @
50th
+20% @
75th
@
87.5th

Unum Group

Average 3-year Adjusted Operating Return on Equity (2018-2020)

50%

Below Target

12.23%

Average 3-year After-Tax Adjusted Operating EPS (2018-2020)

50%

Below Target

$5.19

Relative Total Shareholder Return

Modifier

Percentile

-20% @

35^th

0 @

50^th

+20% @

75^th

-20%

@ 0^th

Based on the above performance, and after taking into account the factors described below, in February ~~2018,~~2021, the Committee certified the results for this grant and approved a payout. The business goals were achieved at ~~115.1%~~91.8%, with relative TSR at the ~~87.5th~~lowest percentile which resulted in a 20% ~~increase~~decrease for a final payout of ~~138.1%~~73.4%.

2021 PROXY STATEMENT 73



68	~~2018 PROXY STATEMENT~~

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

As discussed under “Items Excluded When Determining Company Performance,” beginning on page 68, when setting the performance measures and weightings for the ~~2015~~2018 PSU grant, the Committee determined that certain items not included in the financial plan for fiscal years ~~2015~~2018 to ~~2017~~2020 would be excluded from the calculation of the company’s performance, for purposes of the performance share units, should they occur. The list of items is the same list used for our annual incentive plan, the details of which can be found under "Items Excluded When Determining Company Performance," beginning on page 62.performance.

Applying ~~these~~the criteria and standards approved by the Committee, targets were adjusted ~~targets~~ for the impact of the following ~~nine items that were not included in the financial plans from which the targets were initially derived:~~items. Each item impacted both earnings and equity unless otherwise noted below:

The effect of ~~unplanned debt issuance; favorable conditions in debt markets allowed us~~accounting policy changes for ASC 825 (Financial Instruments - Overall) and ASC 842 (Leases) (impact to ~~accelerate debt issuance that was planned for the future which was an advantage to shareholders;~~equity only);

The effect of ~~revaluation~~accounting policy changes for ASC 326 (Financial Instruments - Credit Losses);

The effect of the ~~net deferred~~UK tax ~~liability as a result of tax reform;~~rate change;

The effect of unplanned acquisition expenses, ~~and operating earnings~~the majority of which were related to ~~Starmount Life Insurance Company, National Dental Plan Limited and associated companies,~~our acquisition of Pramerica Życie TUiR ~~SA and other acquisition expenses;~~

~~The effect of a reserve increase related to the settlement with a third party regarding unclaimed death benefits (UDB);~~

The effect of a change to the presentation of the Company's prior period adjusted operating earnings as a result of the inclusion of amortization of prior period actuarial gains or losses, a component of net periodic benefit cost for our pension and other postretirement benefit plans;SA;

The effect of an ~~unplanned~~individual disability reinsurance ~~treaty;~~

~~The impact~~treaty, a long-term care reserve increase and a group pension reserve increase, each within the Closed Block of ~~a loss from a guaranty fund assessment;~~business (impact to equity only);

The effect of differences between actual stock repurchases and the amount assumed in the financial plan (impact to equity only);

The effect of differences between actual debt issuances and the amount assumed in the financial plan; ~~and~~

The cost related to early retirement of debt (impact to equity only);

The effect of differences between actual foreign currency rates and the exchange rates assumed in the financial ~~plan.~~plan;

The ~~Committee elected~~effect of differences in the market value of net investment income; and

The effect of impairment loss on right of use (ROU) asset related to ~~make an additional adjustment in consideration~~operating lease for office space not planned to support general operations (impact to equity only).

No adjustments were made to the 2018 PSU targets to reflect the impact of the ~~IDI reserve release which reduced~~COVID-19 pandemic on our business.

Performance Assessment and Highlights

The NEOs’ achievement levels, for purposes of the ~~payout calculation from 139.9% to 138.1%.~~

~~2018 Compensation Decisions~~

At its February 2018 meeting, after consideration of company and individual performance during 2017, each executive’s responsibilities, tenure and market data, the Committee made decisions with respect to our NEOs’ base salaries and2020 annual incentive awards paid and long-term incentive awards granted in March 2021, were determined in part based on the individual performance goal areas listed in the “Individual Performance Evaluations” beginning on page 61. The NEO summaries, beginning on the next page, detail the Committee's decisions for each element of compensation as well as highlights of each executive's performance. These summaries also include each NEO's annual compensation as well as their compensation targets for ~~2018 as outlined below. The decisions also reflect the continued execution of a multi-year program for all newly-promoted executives to adjust their pay to full competitive norms as performance~~2020 and ~~experience in the job grows.~~2021.

74 2021 PROXY STATEMENT



~~2018 PROXY STATEMENT~~	69

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COMPENSATION DISCUSSION AND ANALYSIS

2018 ANNUAL BASE SALARY DECISIONS
Name 2018 2017 Change
Mr. McKenney $1,000,000 $1,000,000 –
Mr. McGarry 630,000 630,000 –
Mr. Simonds 630,375 615,000 +2.5%
Ms. Farrell 460,000 460,000 –
Ms. Iglesias 525,200 505,000 +4.0%

~~The base salary increases noted above, were approved in recognition of each NEO’s individual performance in 2017 as well as consideration of their comparison to market benchmarks.~~

Annual and long-term incentive targets were set based on consideration of each NEO’s current target, the approximate median of the appropriate comparator group, and each individual’s target relative to other NEOs given their respective levels of responsibility.

2018 ANNUAL INCENTIVE TARGET DECISIONS
Name 2018 2017 Change
Mr. McKenney 200% 175% +25 pts
Mr. McGarry 110% 100% +10 pts
Mr. Simonds 100% 90% +10 pts
Ms. Farrell 120% 120% –
Ms. Iglesias 90% 75% +15 pts

2018 LONG-TERM INCENTIVE TARGET DECISIONS
Name 2018 2017 Change
Mr. McKenney $6,500,000 $5,500,000 +18.2%
Mr. McGarry 200% 175% +25 pts
Mr. Simonds 175% 160% +15 pts
Ms. Farrell 110% 110% –
Ms. Iglesias 130% 125% +5 pts

The Committee believes the 2018 compensation decisions position all of our NEOs’ targeted total direct compensation within an appropriate range of the market median given each executive’s performance and time in their current position.

	RICHARD P. McKENNEY, President, Chief Executive Officer and a Director

70	~~2018 PROXY STATEMENT~~ ACTUAL COMPENSATION⁽¹⁾		In assessing Mr. McKenney's performance for 2020, the Committee noted that he: •Effectively guided the company through an exceptionally challenging year, delivering solid financial results. Despite metrics pressured by the pandemic, the company still reached $1 billion in after-tax adjusted operating earnings;
	2020
	Base Salary	$1,078,846
	AI	$1,812,462
	LTI	$7,500,000
	2019
	Base Salary	$1,000,000	•Proactively managed capital generation and deployment in an uncertain environment, positioning the company well to respond to future opportunities. Unum’s strong capital position allowed the company to weather the current economic uncertainty while maintaining the flexibility needed to make investments in our product portfolio, technology infrastructure and talent development. Through dividend payments, the company also returned $233 million to shareholders; •Successfully led the company through rapid change and realignment as the company implemented a new operating model, shifted to remote work and introduced new digital capabilities for customers. Mr. McKenney managed key senior leadership and organizational transitions, introduced workplace flexibility in response to the pandemic and invested in technologies that enhance collaboration, engagement and experiences for customers and employees; •Enhanced the company’s commitment to sustainability and social responsibility. Significant engagement efforts with employees and communities during the pandemic and social unrest of 2020 and the completion of an ESG materiality assessment demonstrated Mr. McKenney’s strong advocacy for inclusion and diversity, corporate citizenship, employee wellbeing, and good governance practices; and •Led the company’s ongoing efforts to responsibly manage its Closed Block of business. Active management of the closed LTC block and pursuing a reinsurance agreement for the Closed Block individual disability segment provided predictable performance and effective capital planning.
	AI	$1,710,000
	LTI	$6,370,000

	COMPENSATION TARGETS
	2021
	Base Salary	$1,050,000
	AI Target	210%
	LTI Target	$7,500,000
	2020
	Base Salary	$1,050,000
	AI Target	210%
	LTI Target	$7,000,000

	Although stock price is not a direct criterion for assessing the CEO’s performance, the Committee considered its impact on TSR while weighing the above individual achievements and overall performance of the company. Investor perceptions in the industry surrounding LTC continue to negatively impact our stock price. Even so, the Committee believes the company is well positioned for long-term success through the actions of Mr. McKenney. Given these accomplishments and considerations, the Committee awarded Mr. McKenney an individual performance percentage of 100% for his 2020 annual incentive award and an LTI award of $7,500,000 with no specific individual/ strategic factor applied for his LTI award granted in March 2021. For more information on the Committee's decisions related to Mr. McKenney's 2021 compensation, see “2021 Compensation” on page 15.

⁽¹⁾

Base salary shown is the earnings for the year. 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 2021 were determined based on 2020 performance and therefore are shown as 2020 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 87), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table.

2021 PROXY STATEMENT 75

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COMPENSATION DISCUSSION AND ANALYSIS

~~Retirement and Workplace Benefits~~

~~We provide a benefits package for employees, including all 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 Defined Contribution Retirement Plan.~~ On January 1, 2014, Unum replaced its defined benefit pension plans, which were frozen to further accruals as of December 31, 2013, with an enhanced defined contribution retirement offering. This includes: (1) a non-contributory tax-qualified defined contribution plan for all regular U.S. employees who meet eligibility requirements and are generally scheduled to work at least 1,000 hours per year, which is offered within our existing tax-qualified 401(k) retirement plan (401(k) Plan), and (2) 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"). New hires are automatically enrolled in the 401(k) and Non-Qualified Plan at a 5% deferral rate 45 days after hire but are able to make adjustments to their deferral rate. Base pay and annual incentives are included in covered earnings for these defined contribution plans, but long-term incentive awards are not. Unum provides the following contributions:

~~A 5% match contribution (for elected deferrals provided through the 401(k) and Non-Qualified Plans);~~

~~A 4.5% contribution (provided through the 401(k) and Non-Qualified Plans); and~~

For employees who meet certain age and service requirements, a 3.5% transition contribution on covered earnings and an additional 3.5% transition contribution for covered earnings above $70,000 (provided through the 401(k) Plan and, for those eligible employees whose earnings exceed the qualified plan limits, the Non-Qualified Plan).

The transition contributions are being provided to eligible employees to more closely align with the benefits which were accrued under the frozen defined benefit plans. This benefit is provided to those employees who, due to their age and years of service, would not have the same opportunity to adjust to the new defined contribution plan as other employees. Transition contributions will be made to active eligible employees until December 31, 2020.

~~The Unum Group Defined Benefit Retirement Plan.~~ We sponsor both a tax-qualified defined benefit pension plan and a non-qualified defined benefit pension plan for employees whose benefits under the tax-qualified plan are limited by the Code. Base pay and annual incentives are counted in eligible earnings for purposes of the defined benefit pension plans, but long-term incentive earnings are not. As noted above, during 2013, we amended the terms of our defined benefit pension plans (tax-qualified and non-qualified) to freeze the further accrual of retirement benefits provided under those plans as of December 31, 2013. For a more complete description of pension benefits for our NEOs, see page 82.

The other workplace benefits we offer include: life, health, dental, vision, voluntary products and disability insurance; dependent and healthcare reimbursement accounts; health savings accounts; tuition reimbursement; an employee stock purchase plan; paid time off; holidays; and a matching gifts program for charitable contributions.

In April 2000, we purchased corporate owned life insurance (COLI) on all officers who gave their approval. In the event of a covered officer’s death while still employed, we will provide a death benefit to the officer’s beneficiary in the amount of $200,000. Mr. McGarry is the only NEO who was an officer at the company at such time, and is covered under a COLI policy.

	STEVEN A. ZABEL, Executive Vice President, Chief Financial Officer

~~2018 PROXY STATEMENT~~	71 ACTUAL COMPENSATION⁽¹⁾		In assessing Mr. Zabel's performance for 2020, the Committee noted that he: •Navigated significant challenges in his second year as Chief Financial Officer. Mr. Zabel led key efforts to drive enterprise efficiency and improved forecasting, guided the company through complex regulatory issues, and negotiated a series of reinsurance agreements for our Closed Block individual disability products;
	2020
	Base Salary	$617,308
	AI	$597,554
	LTI	$1,200,000
	2019
	Base Salary	$456,308
	AI	$410,335
	LTI	$721,630	•Delivered solid financial results given the external challenges posed by the pandemic. Growth in premiums and book value were impressive accomplishments in the current environment, and Mr. Zabel ensured we were able to continue supporting our customers, remained focused on risk management and responded quickly to the unique challenges of the pandemic; •Maintained a strong capital position. We returned value to shareholders through dividend payments, unlocked significant capital through the reinsurance transaction, enhanced the stability of the Closed Block, and further improved our flexibility to invest in growth; •Strengthened relationships with key internal and external constituents. Mr. Zabel continued to develop partnerships and credibility with Unum’s Board and senior leadership team, key insurance regulators and the investment community; and •Strengthened the culture of the Finance team. Through enhanced communications and proactive change management, Mr. Zabel strengthened the resilience of the organization in a challenging environment, further developed his leadership team and advanced engagement on inclusion and diversity.

	COMPENSATION TARGETS
	2021
	Base Salary	$625,000
	AI Target	120%
	LTI Target	225%
	2020
	Base Salary	$600,000
	AI Target	110%
	LTI Target	200%

	Given the challenges posed by the pandemic, in combination with the complex regulatory issues and negotiating the reinsurance transaction, the Committee applied individual performance percentages of 110% for Mr. Zabel’s 2020 annual incentive award and 100% for his long-term incentive award granted in March 2021. As previously disclosed, the Committee has a practice of positioning our executives' pay below median pay of external peers as they are promoted into a role and gradually making adjustments to full competitive norms as performance and experience in the job grows. Mr. Zabel was promoted to CFO in July 2019 and after considering his performance in the CFO role as well as his positioning relative to the market, the Committee increased his annual and long-term incentive targets for 2021 to 120% and 225%, respectively.

⁽¹⁾

76 2021 PROXY STATEMENT

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

~~Perquisites and Other Personal Benefits~~

~~We provide a limited number of perquisites to our employees, including all 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 non-resident 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 provide a tax gross-up for the non-resident state taxes.

The company has entered into an aircraft time-sharing agreement with Mr. McKenney effective as of May 21, 2015, pursuant to which he agrees to reimburse the company for the costs of his personal use of the corporate aircraft. Mr. McKenney did not use this benefit during ~~2017~~.

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 an 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 on page 77.

~~Severance and Change in Control Arrangements~~

~~We have the following severance and change in control contracts and plans covering the NEOs.~~

~~Severance Benefits~~

~~The company provides severance benefits to all employees in the event of involuntary termination, other than for death, disability or cause.~~

Mr. McKenney’s severance benefits are provided under a severance agreement dated effective as of April 1, 2015. This agreement replaced his prior change in control severance agreement (described below) and provides comparable severance benefits in the event of his termination of employment within two years after a change in control, except that if termination is by the company other than for cause, death or disability or is a resignation by Mr. McKenney for good reason, the severance payment is three times salary plus bonus, and medical and other benefits will continue for three years after termination. The agreement also eliminated the golden parachute excise tax gross-up provided under his prior agreement and instead provides for "best net after-tax" provisions that cut back payments to avoid potential excise taxes, but only if the after-tax value is greater than providing full payments (which would be subject to excise tax that would be borne by Mr. McKenney). The agreement also provides for severance when termination of employment is not related to a change in control, and in such circumstances the severance payment is two times salary and bonus, and medical and other benefits will continue for two years after termination.

The remaining NEOs are covered under our Separation Pay Plan for Executive Vice Presidents. In general, we provide severance in order to give our employees competitive benefits with respect to the possibility of an involuntary termination of their employment.

When termination of employment is accompanied by severance payments, the former executive is required to release claims he or she may have against us. The release contains restrictions on the former executive with respect to confidentiality, solicitation of company employees, competition, and disparagement. We also agree



72	~~2018 PROXY STATEMENT~~

MICHAEL Q. SIMONDS, Executive Vice President, Chief Operating Officer

ACTUAL COMPENSATION⁽¹⁾		In assessing Mr. Simonds' performance for 2020, the Committee noted that he: •Effectively transitioned to the new role of Chief Operating Officer. Despite the challenges of the pandemic, Mr. Simonds leveraged strong existing relationships to build a robust leadership team and clear structure for Unum's business operations;
2020
Base Salary	$718,846
AI	$735,785
LTI	$1,694,918
2019
Base Salary	$634,817
AI	$628,469	•Drove resiliency and adaptability of the organization during a time of significant disruption. Through economic uncertainty and an evolving health crisis, Mr. Simonds was a key leader in Unum's shift to remote work and deployment of digital capabilities to better serve customers while ensuring his team remained focused on consistent delivery, productivity and employee engagement; •Maintained a strong focus on delivering for customers. Under Mr. Simonds' leadership and in the midst of a challenging environment, the company exceeded customer service goals and delivered critical support to customers facing illness and loss; •Drove transformational change across the enterprise. In partnership with the CEO and Board, Mr. Simonds realigned the business operations, established a new COO leadership team and developed strategic transformational goals to position us for stronger growth; and •Strengthened culture of inclusion and diversity. Through his strong leadership team, Mr. Simonds has helped to lead efforts to address social justice issues externally and drove progress on inclusion, agility and accountability within the organization.
LTI	$1,232,000

COMPENSATION TARGETS
2021
Base Salary	$700,000
AI Target	130%
LTI Target	275%
2020
Base Salary	$700,000
AI Target	130%
LTI Target	250%

Given these accomplishments, the Committee applied individual performance percentages of 100% for Mr. Simonds’ 2020 annual incentive award and 100% for his long-term incentive award granted in March 2021. Based on a review of Mr. Simonds' performance in the COO role, as well as his competitive positioning relative to the market, the Committee increased his long-term incentive target for 2021 to 275%.

⁽¹⁾

2021 PROXY STATEMENT 77

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

~~to indemnify the former executive for certain actions taken on the company’s behalf during his or her employment.~~

TIMOTHY G. ARNOLD, Executive Vice President, Voluntary Benefits & President, Colonial Life

ACTUAL COMPENSATION⁽¹⁾		In assessing Mr. Arnold's performance for 2020, the Committee noted that he: •Took important steps to strengthen the voluntary business. With oversight for both Unum and Colonial Life voluntary products, Mr. Arnold took steps to streamline the organization, consolidate field offices and leverage the strengths of both brands in the market in innovative ways;
2020
Base Salary	$519,267
AI	$355,179
LTI	$656,296
2019
Base Salary	$500,035
AI	$405,029
LTI	$687,548	•Drove continued digital adoption. Tools such as our Agent Assist app, new virtual enrollment capabilities and ongoing progress in automation and modernization are improving our support of partners and customers during a critical time; •Differentiated Colonial Life in a crowded marketplace. Continued development of our already-strong capabilities in enrollment, benefits execution and product portfolio enhancements provide a meaningful competitive differentiator for the brand; •Was instrumental in establishing a future vision for voluntary benefits at Unum. His deep knowledge of the voluntary benefits industry and his success at Colonial Life are key to taking advantage of significant growth opportunities for both brands; and •Strengthened the culture and reputation of the company. Through deep, personal engagement and broad community and industry involvement, Mr. Arnold further developed a strong sense of shared mission and community across his organization, promoted the company's commitment to social responsibility, championed workplace inclusion and diversity and fostered a deep talent pipeline.

COMPENSATION TARGETS
2021
Base Salary	$500,035
AI Target	90%
LTI Target	125%
2020
Base Salary	$500,035
AI Target	90%
LTI Target	125%

The Committee applied individual performance percentages of 95% for Mr. Arnold’s 2020 annual incentive award and, given his leadership in positioning the Unum and Colonial voluntary businesses for future growth, 105% for his long-term incentive award granted in March 2021.

⁽¹⁾

~~Change in Control Severance Agreements~~

Each NEO, other than Mr. McKenney, is covered by a change in control severance agreement with the company. These agreements provide an enhanced severance benefit in the event of a termination following a change in control. This ensures that shareholders have the benefit of our NEOs’ focused attention during the critical times before and after a major corporate transaction regardless of any uncertainty with respect to their future employment. Details about these agreements can be found in the "Terminations Related to a Change in Control" section beginning on page 86.78 2021 PROXY STATEMENT

~~None of the NEOs have an excise tax gross-up provision in their agreements.~~

~~As described above, change in control benefits are available to Mr. McKenney under his severance agreement.~~

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

LISA G. IGLESIAS, Executive Vice President and General Counsel

ACTUAL COMPENSATION⁽¹⁾		In assessing Ms. Iglesias' performance for 2020, the Committee noted that she: •Effectively led and aligned various corporate teams with the needs of the business. Through her leadership of legal, audit, government affairs, ethics, compliance and corporate services, these teams supported the swiftly evolving needs of the business during a time of unprecedented change;
2020
Base Salary	$571,154
AI	$434,077
LTI	$742,500
2019
Base Salary	$544,277
AI	$465,357	•Was influential in driving workplace change. Ms. Iglesias has continued to be a leader in our efforts to build a culture of inclusion, advocate for social justice and create a more collaborative, flexible and dynamic work environment; •Enhanced our brand and reputation with external constituents. She and her team have taken a leadership role in communicating the social value of our business and our strong governance practices to legislators, advocacy groups and regulators; •Continued her work to further strengthen our culture of ethical conduct. Ms. Iglesias and her team are persuasive advocates for our Unum values and encourage ethical conduct through ongoing communication, education and awareness; and •Prepared her organization for the future. From building a strong leadership pipeline to streamlining her organizational structure and operations, Ms. Iglesias has driven efficiency, productivity and accountability across her teams.
LTI	$742,500

COMPENSATION TARGETS
2021
Base Salary	$550,000
AI Target	95%
LTI Target	135%
2020
Base Salary	$550,000
AI Target	95%
LTI Target	135%

Given these accomplishments, the Committee applied individual performance percentages of 100% for Ms. Iglesias' 2020 annual incentive award and 100% for her long-term incentive award granted in March 2021.

⁽¹⁾

2021 PROXY STATEMENT 79

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

Compensation Policies and Practices

Equity Grant Practices

Equity grants awarded under the long-term incentive program are approved at the February meeting of the Committee, which typically occurs two to three weeks after the company’s annual earnings are released to the public. Long-term incentive awards are granted in the year following the performance year that determines their size (i.e., awards in 2020 were based on 2019 performance). The March 1, ~~2017~~2020 grant was approved at the February ~~2017~~2020 meeting of the Committee. The closing stock price on the grant date is used to determine the number of units awarded.

Stock Ownership and Retention Requirements

Ensuring that senior officers have a significant ownership stake in the company aligns the long-term interests of management and shareholders and promotes a culture of ownership and accountability. The following table reflects the stock ownership and retention requirements for senior level officers.

STOCK OWNERSHIP AND RETENTION REQUIREMENTS FOR SENIOR OFFICERS

Chief Executive Officer

75%

3 years

Executive Vice President

60%

1 year

Senior Vice President

50%

1 year

We require ~~certain~~these senior officers, including each current NEO, to:

Hold a multiple of the officer’s base salary in Unum shares (including unvested restricted stock units) throughout employment;

Meet the ownership requirement within five years following their date of employment or promotion. Not meeting the requirements may impact future equity grants; and

~~Retain~~Prior to January 1, 2021, retain a fixed percentage of the net shares (shares after the payment of taxes and the costs of exercise and commissions) received as compensation for a specified period of time. These holding period requirements apply to shares acquired upon the exercise of options and the vesting of PBRSUs and PSUs even if the stock ownership requirements have been met. Exceptions to this requirement may be made only by the Board.

As part of the changes approved by the Committee in August 2020 (see “Key Compensation Decisions” beginning on page 62), the retention requirements were changed effective January 1, 2021. Beginning in 2021, a covered officer must hold all net after-tax shares acquired upon the exercise of options and the vesting of PBRSUs, SSUs or PSUs until his or her 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 ownership requirement. This change is aligned with the majority practice of our Proxy Peer Group. For purposes of calculating 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.

80 2021 PROXY STATEMENT

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

The following table presents the stock ownership and retention requirements for ~~our NEOs. Newly promoted or newly hired senior officers have five years to achieve the ownership requirement. Not meeting the requirements may impact future equity grants. All of our NEOs~~each current NEO. Mr. McKenney, Mr. Simonds, Mr. Arnold and Ms. Iglesias exceeded the requirements as of December 31, ~~2017.~~2020. Mr. Zabel, who became an Executive Vice President in July 2019, is expected to meet the ownership requirements within the applicable time period provided.



~~2018 PROXY STATEMENT~~	73

~~COMPENSATION DISCUSSION AND ANALYSIS~~

STOCK OWNERSHIP AND RETENTION REQUIREMENTS (as of December 31, 2017)

Ownership
as % of Salary
Retention
Requirements
Executive
Common
Stock⁽¹⁾
Restricted
Stock Units⁽²⁾
Total Current
Ownership
Owned Required
Retention
%⁽³⁾
Holding
Period⁽⁴⁾
Mr. McKenney $10,940,840 $7,434,905 $18,375,745 18.4x 6x 75% 3 years
Mr. McGarry 2,566,437 1,352,984 3,919,421 6.2x 3x 60% 1 year
Mr. Simonds 2,120,565 1,473,632 3,594,197 5.8x 3x 60% 1 year
Ms. Farrell 2,049,208 693,810 2,743,018 6.0x 3x 60% 1 year
Ms. Iglesias 663,455 1,438,996 2,102,451 4.2x 3x 60% 1 year

STOCK OWNERSHIP AND RETENTION REQUIREMENTS FOR CURRENT NEOs (as of December 31, 2020)

Executive	Common Stock⁽¹⁾	Restricted Stock Units⁽²⁾	Total Current Ownership⁽³⁾	Ownership as Percent of Salary		Retention Requirements⁽⁴⁾
				Owned	Required	Retention Percent	Holding Period
Mr. McKenney	$10,482,189	$7,801,092	$18,283,281	17.4x	6x	75%	3 years
Mr. Zabel	263,326	727,141	990,467	1.7x	3x	60%	1 year
Mr. Simonds	2,151,803	2,045,290	4,197,093	6.0x	3x	60%	1 year
Mr. Arnold	765,944	922,807	1,688,751	3.4x	3x	60%	1 year
Ms. Iglesias	1,177,368	1,047,477	2,224,845	4.0x	3x	60%	1 year

⁽¹⁾
~~(1)~~	Amount includes shares held in certificate form, brokerage accounts, and 401(k) Plan accounts. Shares were valued using a closing stock price of ~~$54.89~~$22.94 on December ~~29,~~ ~~2017, the last trading day of the year.~~ 31, 2020.

⁽²⁾

~~Shares/~~Performance-based restricted stock units (PBRSUs) vest over three years and stock success units (SSUs) vest upon the earlier of the achievement of performance metrics or August 24, 2026 (see the “Vesting Schedule for Unvested Restricted Stock Units” table on page 93). Restricted stock units were valued using a closing stock price of ~~$54.89~~$22.94 on December ~~29,~~ ~~2017, the last trading day of the year. Performance-based restricted stock units (PBRSUs) vest over three years (see the Vesting Schedule for Unvested Restricted Stock Units table on page~~ 81).31, 2020.

⁽³⁾	“Total Current Ownership” was valued using a closing stock price of $22.94 on December 31, 2020.

~~(3)~~

⁽⁴⁾

Retention percentage is the net percentage of shares to be held after the payment of taxes and the costs of exercise and commissions. Retention requirements apply to shares acquired upon the exercise of options and the vesting of PBRSUs, PSUs and ~~PSUs.~~


~~(4)~~	SSUs. After ~~this~~the holding period, the officer would then be able to sell the shares as long as his or her ownership requirement is met or would be reached in the time period allotted. As discussed above, the holding period is no longer applicable beginning on January 1, 2021.

Hedging, Pledging and Insider Trading Policies

We ~~have a policy that no director or~~believe our directors and executive ~~officer,~~officers, which includes our NEOs, ~~may purchase~~should not speculate or ~~sell~~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 ~~that are~~ directly linked to our stock.

~~In addition,~~ 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.

Our insider trading policy prohibits our directors, executive officers ~~(including NEOs)~~ 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 ~~the NEOs~~“corporate insiders” (which includes our directors and ~~other "corporate insiders,"~~executive officers), who are generally permitted to buy or sell our stock only during predetermined window periods following earnings announcements, and only after they have pre-cleared the transactions with our general counsel or designee. ~~Also under this policy, no corporate insider may make "short sales" of our stock, and no director or executive officer may pledge our stock as security for a loan.~~

Recoupment Policy

If the company makes a material restatement of its financial results, then the Board will, to the extent permitted by applicable law, seek recoupment of performance-based compensation paid to certain senior officers if it determines that:

The senior officer has committed or engaged in fraud or willful misconduct that resulted, either directly or indirectly, in the need to make such restatement; and

2021 PROXY STATEMENT 81

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COMPENSATION DISCUSSION AND ANALYSIS

Such performance-based compensation paid or awarded to the senior officer would have been a lesser amount if calculated using the restated financial results.

The amount of performance-based compensation to be recouped will be determined by the Board after taking into account the relevant facts and circumstances. Performance-based compensation includes annual cash



74	~~2018 PROXY STATEMENT~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

incentive awards, bonuses and all forms of equity compensation. The company’s right to recoup compensation is in addition to other remedies that may be available under applicable law.

Tax and Accounting Considerations

Section 162(m)

Section 162(m) of the Internal Revenue Code (the “Code”) generally ~~places~~disallows a ~~limit of~~tax deduction to a public corporation for compensation over $1 million ~~per~~paid in any fiscal year ~~on the amount of deductible compensation paid~~ to certain ~~"covered~~“covered employees,"” which includes our named executive officers. ~~Section 162(m) exempted from this limitation "qualified performance-based compensation" with respect to taxable years beginning on or before December 31, 2017. Recent changes to the Code provide for~~

As a transition rule that continues to exempt qualified performance-based compensation that is payable pursuant to a binding written agreement in effect on November 2, 2017 but otherwise generally repeals the exemption for performance-based compensation.

Historically, our annual incentive payout and long-term incentive grants were intended to be deductible under Section 162(m). The Committee did, however, reserve the right to, in its sole discretion, pay compensation that was not deductible under Section 162(m) if it determined that paying such compensation was needed in order to attract, retain or provide incentives to our NEOs, or was otherwise desirable. Given complexities in the tax rules, it is also possible that compensation intended to qualify for the "qualified performance-based compensation" exception did not so qualify.

~~In light of the repeal of the performance-based compensation exception to Section 162(m),~~result, the Committee expects compensation granted or paid in 2018 and future tax years will not be fully deductible for income tax purposes. ~~While, the~~The Committee believes that shareholder interests are best served if it retains discretion and flexibility in awarding compensation, even though some compensation awards may result in ~~non-deductible~~nondeductible compensation expenses, the Committee intends to maintain strong pay-for-performance alignment of executive compensation arrangements notwithstanding loss of deductibility repeal of the exemption for performance-based compensation.expenses.

ASC Topic 718

We account for stock-based payments under the requirements of FASB ASC Topic ~~718.~~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 11 of the Consolidated Financial Statements in Part II, Item 8 of our ~~2017~~2020 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:

~~REPORT OF THE HUMAN CAPITAL COMMITTEE~~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. Prior to 2019, the gross-up only included FICA and Medicare taxes since state taxes were deductible on federal returns; however, given the new $10,000 limit on deductibility of state taxes imposed by the Tax Cuts and Jobs Act, we made the decision to cover federal taxes as part of the gross-up beginning in 2019.

The ~~Human Capital Committee~~company has ~~reviewed and discussed~~entered into an aircraft time-sharing agreement with ~~management~~Mr. McKenney, pursuant to which he agrees to reimburse the Compensation Discussion and Analysis contained in this proxy statement. Based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the company’s Annual Report on Form 10-Kcompany for the ~~fiscal year ended December 31, 2017.~~

~~2017 Human Capital Committee:~~

~~Cynthia L. Egan, Chair~~

~~Theodore H. Bunting, Jr.~~

~~Kevin T. Kabat~~

~~Ronald P. O’Hanley~~



~~2018 PROXY STATEMENT~~	75

~~COMPENSATION TABLES~~

~~2017 Summary Compensation Table~~

Salary Bonus
Stock
Awards

Option
Awards
Non-Equity
Incentive
Plan
Compen-
sation

Change in
Pension
Value
& Non-qualified
Deferred
Compensation
Earnings

All Other
Compen-
sation
TOTAL
Name and Principal Position⁽¹⁾
Year ($) ($)
($)⁽²⁾
($) ($) ($) ($) ($)
Richard P. McKenney
President and Chief Executive Officer, and a Director 2017 1,000,000
—
5,720,021
⁽³
⁾
—
2,415,000
⁽⁴
⁾
119,000
⁽⁵
⁾
429,925
⁽⁶
⁾
9,683,946
2016 994,231
—
5,176,835
—
2,100,937
84,000
315,316
8,671,319
2015 905,000
—
3,051,050
—
1,527,033
—
247,931
5,731,014
John F. McGarry

Executive Vice President and Chief Financial Officer 2017 623,077
—
1,040,004
⁽³
⁾
—
822,462
⁽⁴
⁾
322,000
⁽⁵
⁾
231,242
⁽⁶
⁾
3,038,785
2016 588,461
—
912,245
—
744,404
273,000
196,724
2,714,834
2015 517,860
—
629,287
—
509,513
—
221,024
1,877,684
Michael Q. Simonds

Executive Vice President, President and Chief Executive Officer, Unum US 2017 611,538
—
1,040,004
⁽³
⁾
—
792,554
⁽⁴
⁾
248,000
⁽⁵
⁾
132,521
⁽⁶
⁾
2,824,617
2016 594,231
—
953,678
—
676,532
168,000
127,479
2,519,920
2015 566,346
—
961,052
—
564,888
—
113,967
2,206,253
Breege A. Farrell

Executive Vice President and Chief Investment Officer 2017 458,385
—
494,697
⁽³
⁾
—
651,822
⁽⁴
⁾
47,000
⁽⁵
⁾
112,834
⁽⁶
⁾
1,764,738
2016 451,500
—
448,816
—
598,689
38,000
99,493
1,636,498
2015 444,618
—
443,024
—
557,551
—
109,762
1,554,955
Lisa G. Iglesias

Executive Vice President and General Counsel 2017 502,692
—
643,520
⁽³
⁾
—
452,423
⁽⁴
⁾
—
⁽⁵
⁾
105,505
⁽⁶
⁾
1,704,140
2016 492,692
—
639,854
—
424,946
—
91,033
1,648,525
2015 470,077
—
1,149,997
—
381,291
—
40,410
2,041,775
costs of his personal use of the corporate aircraft. During 2020, Mr. McKenney had no personal use of the corporate aircraft.

~~(1)~~

Mr. McKenney was named President in April 2015 and subsequently assumed the role of CEO following Mr. Watjen's retirement in May 2015. Before that, he served as Unum's Executive Vice President and Chief Financial Officer. Mr. McGarry, who had previously served as President and Chief Executive Officer of the Closed Block Operations, succeeded Mr. McKenney as Chief Financial Officer in April 2015. As a result of these promotions, the Committee approved adjustments to their compensation packages to reflect their new responsibilities. Their compensation for 2016 reflects their first full year of compensation in their current positions, whereas the compensation for 2015 reflects pro-ration of payments based on the portion of the year that they held their current and prior positions.



76	~~2018 PROXY STATEMENT~~

~~COMPENSATION TABLES~~

~~(2)~~•

~~"Stock Awards" consists of performance share units (PSUs) and performance-based restricted stock units (PBRSUs). The~~A tax gross-up is provided to employees who incur income on company-sponsored events where attendance is expected, including a limited number of ~~shares payable under~~events we host each year to recognize the ~~PSU awards will be based on~~contributions of various employees. These functions serve specific business purposes, and in some cases the ~~actual performance, modified (+/- 20%) based on relative total shareholder return,~~attendance of a NEO and may result in the ultimate award of 40-180% of the initial number of PSUs issued, with the potential for no award if company performance goals are not achieved during the three-year performance period. The value of PSUs, assuming the highest possible outcomes of performance conditions (180%) to which ~~2017~~ awards are subject, determined based on the award amount at the time of grant and thus excluding dividend equivalent units that accrue during the performance period, would be: $4,949,961 for Mr. McKenney; $899,993 for Mr. McGarry; $899,993 for Mr. Simonds; $428,098 for Ms. Farrell; and $556,886 for Ms. Iglesias.

~~(3)~~

These awards were comprised of 50% PSUs and 50% PBRSUs granted on March 1, 2017 for performance in 2016. The grant date fair value of stock awards for the PSUs was calculated in accordance with FASB ASC Topic 718 – Compensation – Stock Compensation (ASC 718) as the number of units multiplied by the Monte Carlo simulation value of $53.85 on the grant date. The grant date fair value of stock awards for the PBRSUs was calculated in accordance with ASC 718 as the number of units multiplied by the closing market price of $49.86 on the grant date.


~~(4)~~	~~Amounts reflect the annual incentive awards paid in March~~ ~~2018~~ ~~for performance in~~ ~~2017. These are discussed in further detail beginning on page~~ 65 ~~under the Annual Incentive Awards heading.~~

~~(5)~~

~~The amounts shown reflect the actuarial present value increases from December 31,~~ ~~2016~~ ~~through December 31,~~ ~~2017~~. Pension values may fluctuate from year-to-year depending on a number of factors, including age at benefit commencement and the assumptions used to determine the present value, such as the discount rate and mortality rate. The assumptions used by the company in calculating the change in pension value are described beginning on page 84 ~~and are consistent with those set forth in Note 9 of our Consolidated Financial Statements in Part II, Item 8 of our~~ ~~2017~~ ~~Form 10-K, except as otherwise provided in footnotes~~his or her spouse or guest is expected. If so, we attribute income to the ~~Pension Benefits~~NEO for these costs when required under Internal Revenue Service regulations. For more information, see the “All Other Compensation” table on page 8488.


~~(6)~~	~~"All Other Compensation" amounts are set forth in the following table.~~

2017 ALL OTHER COMPENSATION

Mr.
McKenney
Mr.
McGarry
Mr.
Simonds
Ms.
Farrell
Ms.
Iglesias
Employee and Spouse/Guest Attendance at Company Business Functions^(a)
52,009
—
4,178
—
4,597
Total Perquisites
$52,009

$—

$4,178

$—

$4,597
Matching Gifts Program^(b)
10,000
3,200
200
10,000
10,000
Company Matching Contributions Under our Qualified and Non-Qualified Defined Contribution Retirement Plan^(c)
155,047
68,374
64,404
52,854
46,382
Non-Resident State Taxes^(d)
43,677
1,420
1,515
2,355
2,385
Company Contributions to the Qualified and Non-Qualified Defined Contribution Retirement Plan^(e)
139,542
154,811
57,963
47,568
41,744
Tax Reimbursement Payments^(f)
29,650
114
4,261
57
397
Foreign Assignment^(g)
—
3,323
—
—
—
Total All Other Compensation
$429,925

$231,242

$132,521

$112,834

$105,505

~~(a)~~

Spouses or guests sometimes accompany the NEO at company business functions. When their attendance is expected, a tax gross up payment is provided. Where applicable, these payments have been included under "Tax Reimbursement Payments." Additionally, when these trips included travel on the corporate aircraft, the incremental cost was calculated to determine amounts to be reported. For purposes of compensation disclosure, the use of company aircraft is valued using an incremental cost that takes into account fuel costs, landing fees, parking, weather monitoring and maintenance fees per hour of flight. Crew travel expenses are included based on the actual amount incurred for a particular trip. Fixed costs that do not change based on usage, such as pilot salaries and depreciation of the aircraft, are excluded. Amounts represent the imputed income each NEO incurred for such attendance plus the incremental cost of the aircraft when the aircraft was used.


~~(b)~~	~~Amounts represent those provided through our Matching Gifts Program, available to all full-time employees and non-employee directors. During~~ ~~2017, the company matched eligible gifts from a minimum of $50 to an aggregate maximum gift~~



~~2018 PROXY STATEMENT~~	77

82 2021 PROXY STATEMENT

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

~~COMPENSATION TABLES~~

Retirement and Workplace Benefits

We provide a benefits package for employees (including our NEOs) and their dependents, portions of ~~$10,000~~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

On January 1, 2014, Unum replaced its defined benefit pension plans, which were frozen to further accruals as of December 31, 2013, with an enhanced defined contribution retirement offering. This includes: (1) a noncontributory tax-qualified defined contribution plan for all regular U.S. employees who meet eligibility requirements and are generally scheduled to work at least 1,000 hours per ~~employee/non-employee director, per calendar year. Amounts listed~~year, which is offered within our existing tax-qualified 401(k) retirement plan (401(k) Plan), and (2) a separate, non- qualified defined contribution plan (Non-Qualified Plan) for employees whose benefits under the tax- qualified plan are limited by the Code. New hires are automatically enrolled in the 401(k) Plan at a 5% deferral rate 45 days after hire but are able to make adjustments to their deferral rate. Base pay and annual incentives are included in covered earnings for these defined contribution plans, but long-term incentive awards are not. Unum provides the following contributions:

A 5% match contribution (for elected deferrals provided through the 401(k) and Non-Qualified Plans);

A 4.5% contribution (provided through the 401(k) and Non-Qualified Plans); and

The transition contributions were made to active eligible employees until December 31, 2020. They were provided to eligible employees to more closely align with the benefits accrued under the frozen defined benefit plans. This benefit was provided to those employees who, due to their age and years of service, would not have the same opportunity to adjust to the defined contribution plan as other employees. During 2020, Mr. Arnold was the only ~~represent company~~NEO that was eligible for the transition contributions.

Other Workplace Benefits

The other workplace benefits we offer include life, medical, pharmacy, telehealth, EHE preventive care, dental, vision, voluntary products and disability insurance; dependent and health care reimbursement accounts; health savings accounts; tuition, commuter and fitness reimbursement; on site and virtual fitness options; on site health resource centers; virtual behavioral health support; subsidized healthy food choices; an employee stock purchase plan; student debt relief, an employee assistance program; family building, paid time off; caregiver and paid parental leave; holidays; and a matching gifts ~~made~~program for charitable contributions.

In April 2018, we purchased corporate owned life insurance (COLI) on all officers who gave their approval. In the event of a covered officer's death while still employed, we will provide a death benefit to ~~qualified non-profit organizations and educational institutions on behalf~~the officer's beneficiary in the amount of $200,000. In the event of a covered officer's death while no longer employed, we will provide a death benefit to the officer's beneficiary in the amount of $50,000. Each of the NEOs ~~and do not represent total charitable contributions made by them during the year.~~

~~(c)~~

Amounts represent the aggregate matching contributions into our 401(k) Plan as well as matching contributions into our Non-Qualified Plan. Matching contributions under our 401(k) Plan are provided to all eligible employees participating in the plan as described beginning on page 71 ~~in the Retirement and Workplace Benefits section. The company matched contributions dollar-for-dollar up to 5% of eligible earnings in~~ ~~2017. Matching contributions under our Non-Qualified Plan are provided to eligible officers participating in the plan as described beginning on page~~ 71 ~~in the Retirement and Workplace Benefits section. The company matched contributions dollar-for-dollar up to 5% of eligible earnings in~~ ~~2017~~.

~~(d)~~

Many of our employees are required to travel to other company locations outside of their primary state of employment. While working in a state other than their primary state of employment, employees may become subject to state income taxes in that state if days worked or earnings accrued exceed an amount specified under state law. When this happens, we pay the state income tax on behalf of those employees (including our NEOs) and gross up the income amount for FICA and Medicare taxes (gross ups on these amounts are included in "Tax Reimbursement Payments"). The employee remains responsible for any taxes they would have incurred had they worked only in their primary state of employment.

~~(e)~~

~~These amounts represent the aggregate of company and transition contributions under our 401(k) and Non-Qualified Plans as described beginning on page~~ 71 in the Retirement and Workplace Benefits section. Full-time employees with one year of service with the company receive 4.5% of their salary and annual incentive contributed into their 401(k) Plan. Full-time employees who, as of December 31, 2013, had either: (i) reached a minimum of 60 points (age plus service) and at least 15 years of service or (ii) reached the age of 50 with 10 years of service with the company, receive an additional contribution into their 401(k) and Non-Qualified Plans through the transition contributions, as disclosed above in the Retirement and Workplace Benefits section.


~~(f)~~	Amounts represent tax payments made by us on behalf of each NEO relating to Employee and Spouse/Guest Attendance at Company Business Functions and Non-Resident State Taxes. In 2017, Mr. McGarry also received a tax reimbursement payment related to his foreign assignment, which ended in 2012.

~~(g)~~

This amount includes tax equalization and foreign tax preparation benefits. We provided expatriate tax benefits to Mr. McGarry in connection with his non-permanent relocation, at the company's request, to the United Kingdom, consistent with the company's expatriate assignment policy. Under the company's expatriate assignment policy, the employee is responsible for the amount of taxes he would have incurred if he had continued to live and work in his home country. These taxes were paid in British Pounds and have been converted to U.S. dollars at a rate of GBP£1 = US$1.2347. Additionally, we provide all expatriate employees (including executives) foreign tax preparation services while they are on assignment outside their home countries and for the three-year period after they return. Mr. McGarry was the only NEO to receive this benefit in ~~2017~~.



78	~~2018 PROXY STATEMENT~~

~~COMPENSATION TABLES~~

~~2017 Grants of Plan-Based Awards~~

Grant
Date
Estimated Future
Payouts Under
Non-Equity
Incentive Plan
Awards ($)⁽¹⁾
Estimated Future
Payouts Under
Equity Incentive
Plan Awards (#)⁽³⁾
All Other
Stock
Awards
(Number
of Shares
of Stock
or Units)
Grant
Date Fair
Value of
Stock
Awards

Threshold Target Max Threshold Target Max
(#)⁽⁴⁾
($)
Mr. McKenney
— 437,500 1,750,000 3,281,250
3/1/2017 55,154 2,749,978
⁽⁵⁾
3/1/2017 22,062 55,154 99,277 2,970,043
⁽⁶⁾
Mr. McGarry ⁽²⁾

— 155,769 623,077 1,168,269
3/1/2017 10,028 499,996
⁽⁵⁾
3/1/2017 4,011 10,028 18,050 540,008
⁽⁶⁾
Mr. Simonds
— 137,596 550,385 1,031,972
3/1/2017 10,028 499,996
⁽⁵⁾
3/1/2017 4,011 10,028 18,050 540,008
⁽⁶⁾
Ms. Farrell
— 137,516 550,062 1,031,366
3/1/2017 4,770 237,832
⁽⁵⁾
3/1/2017 1,908 4,770 8,586 256,865
⁽⁶⁾
Ms. Iglesias
— 94,255 377,019 706,911
3/1/2017 6,205 309,381
⁽⁵⁾
3/1/2017 2,482 6,205 11,169 334,139
⁽⁶⁾

~~(1)~~

These amounts reflect the threshold, target, and maximum award under the annual incentive plan. The threshold is 25% of the amount shown in the Target column and reflects the payout that would have been earned based on threshold achievement of each of the performance measures. Target amounts are based on the individuals’ earnings for ~~2017~~ ~~and their annual incentive target. The maximum award is 187.5% of such target (150% plan maximum multiplied by 125% individual maximum).~~

~~(2)~~

Mr. McGarry’s performance-based restricted stock units (PBRSUs) and performance share units (PSUs) are no longer subject to risk of forfeiture because he met the age and years of service requirements for retirement eligibility under the plans from which the awards were granted. His PBRSUs will continue to vest ratably over the three-year vesting period on each anniversary of the grant date. The actual amount of PSUs that will vest will be determined based on the achievement of the three-year performance goals, modified by relative TSR, as described in further detail in the Long-term Incentive Targets section beginning on page 61.

~~(3)~~

~~The vesting of PSUs ranges from 40% to 180% of target based on the performance and market conditions described beginning on page~~ 61. The grant date fair value of each PSU was calculated in accordance with Accounting Standards Codification (ASC) 718 using a Monte Carlo simulation based on historical volatility, risk-free rates of interest, and pairwise correlation coefficients. The actual amount that will be issued will be determined based on the achievement of the three-year performance goals (~~2017~~-~~2019), modified by relative TSR, as described in further detail in the Long-Term Incentive Targets section beginning on page~~ 61.


~~(4)~~	~~The grant of PBRSUs made on March 1,~~ ~~2017~~ ~~for Messrs. McKenney, McGarry, and Simonds as well as Mses. Farrell and Iglesias were based on the achievement of a threshold of statutory after-tax operating earnings and individual performance~~



~~2018 PROXY STATEMENT~~	79

~~COMPENSATION TABLES~~

~~for~~ ~~2016~~ ~~and vests ratably over three years. These awards were granted~~is covered under the ~~Stock Incentive Plan of 2017. Details are provided~~policy. Mr. Arnold is also covered under a similar COLI policy purchased in April 2000 that would provide a death benefit to his beneficiary in the ~~Long-Term Incentive Awards Granted~~amount of $200,000 in ~~2017~~ ~~Table and related footnotes beginning on page~~ 68.the event of his death while still employed.


~~(5)~~	~~The grant date fair value of stock awards for the PBRSUs granted on March 1,~~ ~~2017~~ ~~was calculated as the number of units multiplied by the closing market price of $49.86 on the grant date.~~


~~(6)~~	~~As noted above, the grant date fair value of PSUs granted on March 1,~~ ~~2017~~ ~~was calculated in accordance with ASC 718 using a Monte Carlo simulation based on historical volatility, risk-free rates of interest, and pairwise correlation coefficients as of March 1,~~ ~~2017. The Monte Carlo valuation per share was $53.85.~~

~~2017 Outstanding Equity Awards at Fiscal Year-End~~

2021 PROXY STATEMENT 83

Option Awards Stock Awards
Number of
Securities
Underlying
Unexercised
Options
Number of
Securities
Underlying
Unexercised
Options
Option
Exercise
Price
Option
Expiration
Date
Number of
Shares or
Units of
Stock That
Have Not
Vested
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested⁽¹⁾
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested⁽²⁾
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units
or Other
Rights
That Have
Not Vested⁽³⁾
(# Exercisable) (# Unexercisable) ($) (#) ($) (#) ($)
Mr. McKenney
39,760 —
24.25
2/20/2021
135,450
7,434,851
272,680
14,967,405
Mr. McGarry
— —
—
—
24,649
1,352,984
48,614
2,668,422
Mr. Simonds
— —
—
—
26,847
1,473,632
49,991
2,744,006
Ms. Farrell
— —
—
—
12,639
693,755
23,620
1,296,502
Ms. Iglesias
— —
—
—
26,216
1,438,996
32,585
1,788,591


~~(1)~~	The amounts in this column represent the aggregate value of performance-based restricted stock units (PBRSUs), including dividend equivalents, shown in the "Number of Shares or Units of Stock That Have Not Vested" column based on the closing price of $54.89 on December 29, ~~2017, the last trading day of the year.~~

~~(2)~~

~~This column reflects PSU awards that were granted on February 23,~~ ~~2016~~ ~~and March 1,~~ ~~2017~~. They vest at the end of the respective performance period, subject to the level of achievement of applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for these awards in the "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested" and the "Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested" columns are reported at maximum levels since the company’s performance and relative total shareholder return for ~~2016~~ ~~and~~ ~~2017~~ ~~awards exceeded the target. Actual shares to be issued under PSUs granted in connection with the~~ ~~2016~~-~~2018~~ ~~and~~ ~~2017~~-~~2019~~ ~~performance periods are not yet determinable and may differ from the performance level required to be disclosed in this table. The PSUs that were granted in~~ ~~2015~~ ~~(for the~~ ~~2015~~-~~2017~~ ~~performance period) vested on December 31,~~ ~~2017~~ ~~and are shown in the "2017~~ ~~Option Exercises and Stock Vested" table.~~


~~(3)~~	The amounts in this column represent the aggregate value of PSUs (including dividend equivalents) shown in the "Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested" column based on the closing price of $54.89 on December 29, ~~2017, the last trading day of the year.~~



80	~~2018 PROXY STATEMENT~~

~~COMPENSATION TABLES~~

~~Vesting Schedule for Unvested Performance Based Restricted Stock Units~~

Number of Restricted Shares/Units Vesting⁽¹⁾
Vesting Date
Grant
Date
Mr.
McKenney
Mr.
McGarry⁽²⁾
Mr.
Simonds
Ms.
Farrell
Ms.
Iglesias
January 8, 2018 1/8/2015 —
—
—
—
8,909
February 23, 2018 2/23/2016 31,544
5,559
5,811
2,735
3,898
February 24, 2018 2/24/2015 15,505
3,199
4,884
2,252
3,102
March 1, 2018 3/1/2017 18,446
3,354
3,354
1,595
2,075
February 23, 2019 2/23/2016 32,500
5,727
5,988
2,818
4,017
March 1, 2019 3/1/2017 18,448
3,354
3,354
1,595
2,076
March 1, 2020 3/1/2017 19,007
3,456
3,456
1,644
2,139
Total 135,450
24,649
26,847
12,639
26,216


~~(1)~~	~~These performance-based restricted stock units (PBRSUs) include dividend equivalents earned through December 31,~~ ~~2017~~.


~~(2)~~	~~Mr. McGarry’s PBRSUs are no longer subject to the risk of forfeiture because he meets the age and years of service requirement for retirement eligibility.~~

~~2017 Option Exercises and Stock Vested~~

Option Awards
Stock Awards⁽³⁾
Name
Number of Shares
Acquired
on Exercise⁽¹⁾
(#)
Value Realized
on Exercise⁽²⁾
($)
Number of Shares
Acquired
on Vesting⁽⁴⁾
(#)
Value Realized
on Vesting⁽⁵⁾
($)
Mr. McKenney 60,318
1,439,210
124,111
6,435,747
Mr. McGarry —
—
25,423
1,318,728
Mr. Simonds —
—
35,638
1,858,978
Ms. Farrell —
—
17,787
922,839
Ms. Iglesias —
—
15,659
728,307


~~(1)~~	~~A portion of the underlying shares were withheld to cover taxes due upon exercise.~~


~~(2)~~	~~The amount is calculated as the number of shares acquired multiplied by the market price at the time of exercise less the option exercise/strike price.~~


~~(3)~~	~~Reflects the performance-based restricted stock units (PBRSUs) and performance share units (PSUs) that vested during~~ ~~2017~~.


~~(4)~~	~~Includes the total number of unrestricted shares acquired upon the vesting of PBRSUs and PSUs. A portion of these shares were withheld to cover taxes due upon vesting.~~

~~(5)~~

~~The amount is calculated as the number of vested PBRSUs and PSUs multiplied by the closing price on the vesting date (based on the closing stock price of $54.89 on December 29,~~ ~~2017, the last trading day of the year). Included in the amounts for Messrs. McKenney, McGarry, and Simonds as well as Ms. Farrell are PSUs which were granted in~~ ~~2015~~ ~~(for the~~ ~~2015~~-~~2017~~ ~~performance period) and which vested on December 31,~~ ~~2017~~ ~~and were distributed on February 20,~~ ~~2018~~ ~~on which date the closing stock price was $52.34 per share.~~



~~2018 PROXY STATEMENT~~	81

~~POST-EMPLOYMENT COMPENSATION~~

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS

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 at the freeze date participated in both the Unum Group Pension and Supplemental Pension Plans. Benefits earned before the freeze will be paid to ~~executives~~employees under the terms of the plans as ~~the employees~~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.

FROZEN DEFINED BENEFIT PLANS



~~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. On June 12, 2013, the Human Capital Committee approved a change to the terms of the Qualified Plan to freeze the further accrual of retirement benefits provided to employees 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. On June 12, 2013, the Human Capital Committee approved a change to the terms of the Excess Plan to freeze the further accrual of retirement benefits provided to employees on December 31, 2013.

Plan Descriptions

Following are details of how each of the frozen pension plan benefits are calculated. These formulas incorporate base pay received in each plan year during which the employee accrued credited service through December 31, 2013, and payments received from the regular ~~annual incentive plan~~Annual Incentive Plan and any field or sales compensation plans through that date. Not included are other bonuses, long-term incentive awards, commissions, prizes, awards, or allowances for incidentals.

Qualified Plan

In calculating the basic pension benefits in ~~our~~the Qualified Plan, three criteria are used:

FROZEN QUALIFIED PLAN CRITERIA

	Credited service

~~FROZEN QUALIFIED PLAN CRITERIA~~
~~Credited service~~
Measures of the time individuals are employed at the company. One year of credited service is granted for each plan year in which 1,000 hours of employment are completed. No additional credited service will accrue to any participant after December 31, 2013.

	Highest average earnings
	The average of the highest 5five years of compensation (whether or not consecutive) during the earlier of the last 10 years of employment or as of the date the plan was frozen on December 31, 2013.

	Social Security covered compensation
	The average of the taxable wage bases in effect for each calendar year during the 35-year period ending when the plan was frozen on December 31, 2013.

84 2021 PROXY STATEMENT

TABLE OF CONTENTS

COMPENSATION DISCUSSION AND ANALYSIS



82	~~2018 PROXY STATEMENT~~

~~POST-EMPLOYMENT COMPENSATION~~

The basic benefit is provided as an annual single life annuity and is calculated as follows:


(1)	Can range from 3%, if the sum of an employee’s age and years of credited service is less than 30, to 8%, if the sum equals or exceeds 95.


(2)	Equal to 9.0 for retirement at age 65 and increased by 0.2 for each whole year retirement occurs prior to age 65.

All frozen pension benefits are indexed on the first day of each plan year (January 1st) following December 31, 2013 using the National Average Wage rate of increase published by the Social Security Administration in the preceding year (minimum of 2.75% and maximum of 5%). As of January 2017, the retirement benefits ~~will be~~are indexed using the Internal Revenue Service regulations.

Benefits provided under the ~~frozen~~ Qualified Plan are based on pensionable earnings through December 31, 2013 up to the 2013 compensation limit of $255,000 under the ~~Internal Revenue~~ Code. In addition, as of 2020, benefits may not exceed ~~$220,000~~$230,000 (payable as a single life annuity beginning at any age from 62 through Social Security Normal Retirement Age) under the ~~Internal Revenue~~ Code.

Excess Plan

As described above in the Frozen Defined Benefit Plans table, the Excess Plan disregards the annual benefit limit under Section 415 of the Code. The Excess Plan takes into account pension benefits outside of the ~~current~~ Qualified Plan and is calculated as follows:

Retirement Age

Participants in the pension plans outlined above are eligible to retire as early as age 55. Under the Qualified ~~and Excess Plans,~~Plan, participants may retire early at age 55 with 5five years of vesting service. Under the Excess Plan, generally participants can retire at the later of age 60 or termination. However, if a participant begins receiving a benefit prior to the normal retirement age of 65, the normal retirement benefit will be reduced based on the applicable early reduction factors defined in the plan. The benefit ~~formula~~formulas for the Qualified and Excess ~~plans~~Plans are shown above. Mr. ~~McGarry~~Arnold is the only NEO currently eligible for early retirement under the Qualified ~~and Excess plans.~~Plan.

2021 PROXY STATEMENT 85

TABLE OF CONTENTS

COMPENSATION COMMITTEE REPORT

The Human Capital Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

2020 Human Capital Committee:

Cynthia L. Egan, Chair

Theodore H. Bunting, Jr.

Kevin T. Kabat

Ronald P. O’Hanley

86 2021 PROXY STATEMENT

TABLE OF CONTENTS

COMPENSATION TABLES

2020 Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Stock Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compen- sation ($)	Change in Pension Value & Non-Qualified Deferred Compensation Earnings ($)	All Other Compensation ($)	TOTAL ($)
Richard P. McKenney
President and Chief Executive Officer, and a Director	2020	1,078,846 ⁽²⁾	9,906,877 ⁽³⁾	1,812,462 ⁽⁴⁾	167,000 ⁽⁵⁾	293,553 ⁽⁶⁾	13,258,738
	2019	1,000,000	6,420,903	1,710,000	161,000	435,283	9,727,186
	2018	1,000,000	6,564,575	1,900,000	—	432,286	9,896,861
Steven A. Zabel
Executive Vice President, Chief Financial Officer	2020	617,308 ⁽²⁾	938,550 ⁽³⁾	597,554 ⁽⁴⁾	— ⁽⁵⁾	120,050 ⁽⁶⁾	2,273,462
	2019	456,308	280,159	410,335	—	73,235	1,220,037

Michael Q. Simonds
Executive Vice President, Chief Operating Officer	2020	718,846 ⁽²⁾	2,114,113 ⁽³⁾	735,785 ⁽⁴⁾	368,000 ⁽⁵⁾	139,885 ⁽⁶⁾	4,076,629
	2019	634,817	1,261,822	628,469	340,000	143,048	3,008,156
	2018	627,418	1,125,485	627,418	—	146,822	2,527,143
Timothy G. Arnold
Executive Vice President, Voluntary Benefits and President, Colonial Life	2020	519,267 ⁽²⁾	1,004,033 ⁽³⁾	355,179 ⁽⁴⁾	299,000 ⁽⁵⁾	227,746 ⁽⁶⁾	2,405,225
	2019	500,035	682,420	405,029	304,000	298,749	2,190,233
	2018	497,144	636,801	447,429	—	245,965	1,827,339
Lisa G. Iglesias
Executive Vice President, General Counsel	2020	571,154 ⁽²⁾	1,118,060 ⁽³⁾	434,077 ⁽⁴⁾	— ⁽⁵⁾	109,804 ⁽⁶⁾	2,233,095
	2019	544,277	780,971	465,357	—	112,906	1,903,511
	2018	521,315	690,652	469,184	—	104,501	1,785,652

⁽¹⁾

“Stock Awards” consist of performance share units (PSUs), performance-based restricted stock units (PBRSUs) and stock success units (SSUs). The number of shares payable under the PSU awards will be based on the actual performance, modified (up to +/- 20%) based on relative TSR, and may result in the ultimate award of 40-180% of the initial number of PSUs issued, with the potential for no award if company performance goals are not achieved during the three-year performance period.

⁽²⁾	There were 27 pay periods during 2020; therefore, the amount shown is higher than annual base salary for each of our NEOs.

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⁽³⁾

These awards were comprised of PSUs and PBRSUs granted on March 1, 2020 for performance in 2019 (see page 72 for details), as well as SSUs granted on August 24, 2020 with a one-for-one proportional share retention commitment (see details beginning on page 62). The grant date fair value of the PSUs was calculated in accordance with ASC 718 as the number of units multiplied by the Monte Carlo simulation value of $23.58 on the grant date. See Note 11 (“Stock-Based Compensation”) to our consolidated financial statements in our 2020 Form 10-K for additional information about the company's accounting for share-based compensation arrangements, including the assumptions used for calculating the grant date value of PSUs. The grant date fair value of the PBRSUs was calculated in accordance with ASC 718 as the number of units multiplied by the closing market price of $23.31 on the grant date. The grant date fair value of the SSUs was calculated as the number of units multiplied by the closing market price of $18.78 on the grant date, August 24, 2020. The value of PSUs, assuming the highest possible outcomes of performance conditions (180%) to which 2020 awards are subject, determined based on the award amount at the time of grant and thus excluding dividend equivalent units that accrue during the performance period, would be: $5,799,421 for Mr. McKenney; $656,991 for Mr. Zabel; $1,121,625 for Mr. Simonds; $625,964 for Mr. Arnold; and $676,006 for Ms. Iglesias.

⁽⁴⁾	Amounts reflect the annual incentive awards paid in March 2021 for performance in 2020. These are discussed in further detail beginning on page 66.

~~2018 PROXY STATEMENT~~

⁽⁵⁾

The amounts shown reflect the actuarial present value increases from December 31, 2019 through December 31, 2020. Pension values may fluctuate from year-to-year depending on a number of factors, including age at benefit commencement and the assumptions used to determine the present value, such as the discount rate and mortality rate. The assumptions used by the company in calculating the change in pension value are described beginning on page 94 and are consistent with those set forth in Note 9 of our Consolidated Financial Statements in Part II, Item 8 of our 2020 Form 10-K, except as otherwise provided in footnotes to the “Pension Benefits” table on page 94.

⁽⁶⁾	“All Other Compensation” amounts are set forth in the following table.

2020 ALL OTHER COMPENSATION

	Mr. McKenney	Mr. Zabel	Mr. Simonds	Mr. Arnold	Ms. Iglesias
Employee and Spouse /Guest Attendance at Company Business Functions^(a)	—	—	—	45,738	—
Total Perquisites	—	—	—	$45,738	—
Matching Gifts Program^(b)	10,000	10,000	9,992	10,000	10,000
Company Matching Contributions Under our Qualified and Non-Qualified Defined Contribution Retirement Plan^(c)	139,442	51,382	67,366	46,215	51,825
Company Contributions to the Qualified and Non Qualified Defined Contribution Retirement Plan^(d)	125,498	46,244	60,629	103,844	46,643
Non-Resident State Taxes^(e)	10,666	6,873	1,124	590	767
Tax Reimbursement Payments^(f)	7,947	5,486	729	21,354	569
Wellness Reward^(g)	—	65	45	5	—
Total All Other Compensation	$293,553	$120,050	$139,885	$227,746	$109,804

^(a)

Spouses or guests sometimes accompany the NEO at company business functions. When this happens, we report the aggregate incremental cost to the company of such attendance. When spouse or guest attendance is expected, a tax gross up payment is provided. Where applicable, these payments have been included under “Tax Reimbursement Payments.” For purposes of compensation disclosure, the use of company aircraft is valued using an incremental cost that takes into account fuel costs, landing fees, parking, weather monitoring and maintenance fees per hour of flight. Crew travel expenses are included based on the actual amount incurred for a particular trip. Fixed costs that do not change based on usage, such as pilot salaries and depreciation of the aircraft, are excluded. Amounts represent the imputed income each NEO incurred for such attendance plus the incremental cost of the aircraft when the aircraft was used.

^(b)

Amounts represent those provided through our Matching Gifts Program, available to all full-time employees and non-employee directors. During 2020, the company matched eligible gifts from a minimum of $50 to an aggregate maximum gift of $10,000 per employee. Amounts listed only represent company matching gifts made to qualified non-profit organizations and educational institutions on behalf of the NEOs, and do not represent total charitable

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~~POST-EMPLOYMENT COMPENSATION~~

contributions made by them during the year. Additionally, all full-time employees and non-employee directors were eligible to make a Unum PAC contribution. For those who chose to make a contribution to the Unum PAC and take advantage of the matching contribution feature, the company will make a matching contribution to the qualifying charity of the employee's choice up to the $10,000 matching gift limit in the following year. Therefore, if an NEO elected a match for their 2019 Unum PAC contributions, the matching gift was made in 2020 and is reflected in this amount.

^(c)

Amounts represent the aggregate matching contributions into our 401(k) Plan as well as matching contributions into our Non-Qualified Plan. Matching contributions under our 401(k) Plan are provided to all eligible employees participating in the plan as described beginning on page 83 in the “Retirement and Workplace Benefits” section. Matching contributions under our Non-Qualified Plan are provided to eligible officers participating in the plan as described beginning on page 83 in the “Retirement and Workplace Benefits” section. The company matched contributions dollar-for-dollar up to 5% of eligible earnings in 2020 under both the 401(k) Plan and Non-Qualified Plan.

^(d)

These amounts represent the aggregate of company and transition contributions under our 401(k) and Non- Qualified Plans as described beginning on page 83 in the “Retirement and Workplace Benefits” section. Full-time employees with one year of service with the company receive 4.5% of their salary and annual incentive contributed into their 401(k) Plan. Full-time employees who, as of December 31, 2013, had either: (i) reached a minimum of 60 points (age plus service) and at least 15 years of service or (ii) reached the age of 50 with 10 years of service with the company, receive an additional contribution into their 401(k) and Non-Qualified Plans through the transition contributions, as disclosed above in the Retirement and Workplace Benefits section.

^(e)

Many of our employees are required to travel to other company locations outside of their primary state of employment. While working in a state other than their primary state of employment, employees may become subject to state income taxes in that state if days worked or earnings accrued exceed an amount specified under state law. When this happens, we pay the state income tax on behalf of those employees (including our NEOs) and gross up the income amount for taxes (gross ups on these amounts are included in “Tax Reimbursement Payments”). The employee remains responsible for any taxes they would have incurred had they worked only in their primary state of employment.

^(f)

Amounts represent tax payments made by us on behalf of each NEO relating to Employee and Spouse/Guest Attendance at Company Business Functions and/or Non-Resident State Taxes. As disclosed on page 82, given the changes with the Tax Cuts and Jobs Act, the Non-Resident State Taxes now includes a federal tax gross up in addition to the FICA and Medicare.

^(g)	During 2020, full-time employees in the U.S. were eligible to complete healthy activities to earn cash rewards.

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2020 Grants of Plan-Based Awards

	Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards (#)⁽²⁾			All Other Stock Awards (Number of Shares of Stock or Units) (#)⁽³⁾⁽⁴⁾	Grant Date Fair Value of Stock Awards ($)
Grant Date	Threshold	Target	Max	Threshold	Target	Max		Grant Date Fair Value of Stock Awards ($)
Mr. McKenney
—	566,394	2,265,577	4,247,957
3/1/2020							136,636	3,184,986 ⁽⁶⁾
3/1/2020				54,655	136,637	245,947		3,221,900 ⁽⁷⁾
8/24/2020							186,368	3,499,991 ⁽⁸⁾
8/24/2020		4,900,000
Mr. Zabel
—	169,760	679,039	1,273,198
3/1/2020							15,479	360,815 ⁽⁶⁾
3/1/2020				6,192	15,479	27,862		364,995 ⁽⁷⁾
8/24/2020							11,328	212,740 ⁽⁸⁾
8/24/2020		840,000
Mr. Simonds
—	233,625	934,500	1,752,188
3/1/2020							26,426	615,990 ⁽⁶⁾
3/1/2020				10,570	26,426	47,567		623,125 ⁽⁷⁾
8/24/2020							46,592	874,998 ⁽⁸⁾
8/24/2020		1,225,000
Mr. Arnold⁽⁵⁾
—	116,835	467,340	876,263
3/1/2020							14,748	343,776 ⁽⁶⁾
3/1/2020				5,899	14,748	26,546		347,758 ⁽⁷⁾
8/24/2020							16,640	312,499 ⁽⁸⁾
8/24/2020		437,500
Ms. Iglesias
—	135,649	542,596	1,017,368
3/1/2020							15,927	371,258 ⁽⁶⁾
3/1/2020				6,371	15,927	28,669		375,559 ⁽⁷⁾
8/24/2020							19,768	371,243 ⁽⁸⁾
8/24/2020		519,750

⁽¹⁾

These amounts reflect the threshold, target, and maximum award under the Annual Incentive Plan and the target cash success units (CSUs) awarded under the Success Incentive Plan (SIP). For the Annual Incentive Plan, the threshold is 25% of the amount shown in the Target column and reflects the payout that would have been earned based on threshold achievement of each of the performance measures. Target amounts are based on the individuals’ earnings for 2020 and their annual incentive target. The maximum award is 187.5% of such target (150% plan maximum multiplied by 125% individual maximum). For the CSUs under the SIP, the target is equal to 70% of each officers 2020 annual long-term incentive target. CSUs are eligible for accelerated vesting after one-, three- and five-year performance periods, in each case conditioned upon achievement of the performance hurdles during the applicable performance period. See the details of the SIP on page 62.

⁽²⁾	The vesting of performance share units (PSUs) ranges from 40% to 180% of target based on the performance and market conditions described beginning on page 71 assuming threshold performance goals are exceeded. The grant date

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fair value of each PSU was calculated in accordance with ASC 718 using a Monte Carlo simulation based on historical volatility, risk-free rates of interest, and pairwise correlation coefficients. The actual amount that will be issued will be determined based on the achievement of the three-year performance goals (2020-2022), modified by relative TSR, as described in further detail in the “Long-Term Incentive” section beginning on page 71.

⁽³⁾

The grants of performance-based restricted stock units (PBRSUs) made on March 1, 2020 were based on the achievement of a threshold of statutory after-tax operating earnings and individual performance for 2019 and vest ratably over three years. These awards were granted under the Stock Incentive Plan of 2017. Details are provided in the “Long-Term Incentive Awards Granted in 2020” table and related footnotes beginning on page 72. For Mr. McKenney, 50% of these shares will be stock settled and 50% will be cash settled upon vesting.

⁽⁴⁾

The grant of stock success units (SSUs) on August 24, 2020 were part of the one-time SIP and will vest in full after six years on August 24, 2026. SSUs are eligible for accelerated vesting after one-, three- and five-year performance periods, in each case conditioned upon achievement of the performance hurdles during the applicable performance period. See the details of the SIP on page 62.

⁽⁵⁾

Mr. Arnold's PBRSUs and PSUs were no longer subject to service-based risk of forfeiture at the date of grant since he met the age and years of service requirements for retirement eligibility under the Stock Incentive Plan of 2017. Mr. Arnold's PBRSUs will continue to vest ratably over the three-year vesting period on each anniversary of the grant date. The actual amount of PSUs that will vest will be determined based on the achievement of the three-year performance goals, modified by relative TSR, as described in further detail in the “Long-Term Incentive” section beginning on page 71.

⁽⁶⁾	The grant date fair value of the PBRSUs granted on March 1, 2020 was calculated as the number of units multiplied by the closing market price of $23.31 on the grant date.

⁽⁷⁾

As noted above, the grant date fair value of PSUs granted on March 1, 2020 was calculated in accordance with ASC 718 using a Monte Carlo simulation based on historical volatility, risk-free rates of interest, and pairwise correlation coefficients as of March 1, 2020. The Monte Carlo valuation per share was $23.58. See Note 11 (“Stock-Based Compensation”) to our consolidated financial statements in our 2020 Form 10-K for additional information about the company's accounting for share-based compensation arrangements, including the assumptions used for calculating the grant date value of PSUs.

⁽⁸⁾

The number of SSUs granted on August 24, 2020 was equal to the number of company shares held by the executive that he or she committed to hold during the SIP vesting period, subject to a cap equal to 50% of the executive's 2020 annual long-term incentive target. The grant date fair value of SSUs was calculated as the number of units multiplied by the closing market price of $18.78 on the grant date.

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2020 Outstanding Equity Awards at Fiscal Year-End

Number of

Securities

Underlying

Unexercised

Options

(# Exercisable)

Number of

Securities

Underlying

Unexercised

Options

(# Unexercisable)

Option

Exercise

Price

($)

Option

Expiration

Date

Number of

Shares or

Units of

Stock That

Have Not

Vested

(#)

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested⁽¹⁾

($)

Equity

Incentive

Plan

Awards:

Number of

Unearned

Shares, Units

or Other

Rights That

Have Not

Vested⁽²⁾

(#)

Equity

Incentive

Plan Awards:

Market or

Payout

Value of

Unearned

Shares, Units

or Other

Rights

That Have

Not Vested⁽³⁾

($)

Mr. McKenney
39,760	—	24.25	2/20/2021	408,383	9,368,306	226,006	5,184,578
Mr. Zabel
—	—	—	—	31,698	727,152	17,467	400,693
Mr. Simonds
—	—	—	—	89,158	2,045,285	43,989	1,009,108
Mr. Arnold
—	—	—	—	40,227	922,807	24,246	556,203
Ms. Iglesias
—	—	—	—	45,662	1,047,486	26,797	614,723

⁽¹⁾

The amounts in this column represent the aggregate value of performance-based restricted stock units (PBRSUs) and stock success units (SSUs), including accrued dividend equivalents reinvested into additional restricted stock units for grants prior to March 1, 2020, shown in the “Number of Shares or Units of Stock That Have Not Vested” column based on the closing price of $22.94 on December 31, 2020, the last trading day of the year. Beginning with the March 1, 2020 grant, dividends are accrued in cash and paid at the same time that the underlying PBRSUs vest. As of December 31, 2020, our NEOs had the following amounts (rounded) of accrued cash dividends on their outstanding PBRSUs and SSUs: $169,939 for Mr. McKenney; $16,463 for Mr. Zabel; $35,873 for Mr. Simonds; $17,352 for Mr. Arnold and $19,251 for Ms. Iglesias.

⁽²⁾

This column reflects PSU awards that were granted on March 1, 2019 and March 1, 2020. They vest at the end of the respective performance period, subject to the level of achievement of applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for these awards in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” and the “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” columns are reported at target levels since the company’s performance and relative TSR for 2019 and 2020 awards were below target. Actual shares to be issued under PSUs granted in connection with the 2019-2021 and 2020-2022 performance periods are not yet determinable and may differ from the performance level required to be disclosed in this table. The PSUs that were granted in 2018 (for the 2018-2020 performance period) vested on December 31, 2020 and are shown in the “2020 Option Exercises and Stock Vested” table.

⁽³⁾

The amounts in this column represent the aggregate value of PSUs (including accrued dividend equivalents reinvested into additional PSUs for the 2019 grant) shown in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column based on the closing price of $22.94 on December 31, 2020, the last trading day of the year. Beginning with the March 1, 2020 grant, dividends are accrued in cash and paid at the same time that the underlying PSUs vest. As of December 31, 2020, our NEOs had the following amounts (rounded) of accrued cash dividends on their 2020 outstanding PSU grant: $116,825 for Mr. McKenney; $13,235 for Mr. Zabel; $22,594 for Mr. Simonds; $12,610 for Mr. Arnold; and $13,618 for Ms. Iglesias.

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Vesting Schedule for Unvested Performance Based Restricted Stock Units

		Number of Units Vesting⁽¹⁾
Vesting Date	Grant Date	Mr. McKenney	Mr. Zabel	Mr. Simonds	Mr. Arnold⁽²⁾	Ms. Iglesias
March 1, 2021	3/1/2018	25,502	895	4,373	2,474	2,683
March 1, 2021	3/1/2019	29,491	1,968	5,795	3,135	3,587
March 1, 2021	3/1/2020	45,088	5,108	8,720	4,866	5,255
March 1, 2022	3/1/2019	30,386	2,028	5,972	3,230	3,697
March 1, 2022	3/1/2020	45,090	5,108	8,721	4,867	5,256
March 1, 2023	3/1/2020	46,458	5,263	8,985	5,015	5,416
August 24, 2026 ⁽³⁾	8/24/2020	186,368	11,328	46,592	16,640	19,768
Total		408,383	31,698	89,158	40,227	45,662

⁽¹⁾	These PBRSUs and SSUs include dividend equivalents earned through December 31, 2020. Beginning with the March 1, 2020 grant, dividend equivalents accrue and settle in cash to the extent that the underlying PBRSUs and SSUs vest.

⁽²⁾	Mr. Arnold’s PBRSUs are no longer subject to the risk of forfeiture because he meets the age and years of service requirement for retirement eligibility.

⁽³⁾	These SSUs are eligible for accelerated vesting after one-, three- and five-year performance periods, in each case conditioned upon achievement of the performance hurdles during the applicable performance period. See the details of the SIP on page 62.

2020 Option Exercises and Stock Vested

Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)	Number of Shares Acquired on Vesting⁽²⁾ (#)	Value Realized on Vesting⁽³⁾ ($)
Mr. McKenney	—	—	127,653	2,954,988
Mr. Zabel	—	—	4,291	99,775
Mr. Simonds	—	—	22,800	527,945
Mr. Arnold	—	—	12,371	286,364
Ms. Iglesias	—	—	14,040	325,097

⁽¹⁾	Reflects the PBRSUs and PSUs that vested during 2020.

⁽²⁾	Includes the total number of unrestricted shares acquired upon the vesting of PBRSUs and PSUs. A portion of these shares were withheld to cover taxes due upon vesting.

⁽³⁾

PBRSUs were multiplied by the closing stock price on the vesting date. PSUs that were granted in 2018 (for the 2018-2020 performance period) and which vested on December 31, 2020, were multiplied by the closing stock price of $22.94 on December 31, 2020. The PSUs granted in 2018 were distributed on February 23, 2021 on which date the closing stock price was $26.63 per share.

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Current Value of Pension Benefits

Pension benefits payable to each NEO are summarized in the following table:

PENSION BENEFITS

PENSION BENEFITS
Name Plan Name
Number of
Years of
Credited Service
Present Value of
Accumulated
Benefits⁽²⁾
Payments
During Last
Fiscal Year
(#) ($) ($)
Mr. McKenney Qualified 4.42
112,000
—
Excess 4.42
615,000
—
Mr. McGarry Qualified 28.00
1,203,000
—
Excess 28.00
1,775,000
—
Mr. Simonds Qualified 16.25
567,000
—
Excess 16.25
752,000
—
Ms. Farrell Qualified 3.00
112,000
—
Excess 3.00
274,000
—
Ms. Iglesias⁽¹⁾
Qualified —
—
—
Excess —
—
—

Name	Plan Name	Number of Years of Credited Service⁽²⁾ (#)	Present Value of Accumulated Benefits⁽³⁾ ($)	Payments During Last Fiscal Year ($)
Mr. McKenney	Qualified	4.42	151,000	—
Mr. McKenney	Excess	4.42	825,000	—
Mr. Zabel⁽¹⁾	Qualified	—	—	—
Mr. Zabel⁽¹⁾	Excess	—	—	—
Mr. Simonds	Qualified	16.25	795,000	—
Mr. Simonds	Excess	16.25	1,055,000	—
Mr. Arnold	Qualified	28.83	1,478,000	—
Mr. Arnold	Excess	28.83	751,000	—
Ms. Iglesias⁽¹⁾	Qualified	—	—	—
Ms. Iglesias⁽¹⁾	Excess	—	—	—


⁽¹⁾	No amounts are shown for Mr. Zabel and Ms. Iglesias because the plans were frozen to further accruals on December 31, 2013, before ~~her~~their eligibility and/or employment began.

⁽²⁾

All calculations utilize credited service and pensionable earnings as of the pension freeze date, December 31, 2013. Therefore the credited service shown reflects service through December 31, 2013. While all named executives have continued in service through the December 31, 2020 measurement date, no additional pensionable earnings or credited service have been accrued following the freeze date.

~~(2)~~

⁽³⁾

The ~~"Present~~“Present Value of Accumulated ~~Benefits"~~Benefits” is based upon a measurement date of December 31, ~~2017~~,2020, which is the same measurement date used for financial statement reporting purposes for the company’s audited financial statements as found in Note 9 to the Consolidated Financial Statements contained in the company’s ~~2017~~2020 Form 10-K. All calculations utilize ~~credited service and pensionable earnings as of the pension freeze date, December 31, 2013, in addition to~~ the following assumptions:

Retirement Age: Assumes age 65.

Discount Rate: 2.90%

Salary Increase Rate: Not applicable.

Social Security Indexing Rate: 3.5% to index the Qualified and Excess Plan benefits from the measurement date to commencement date.

Pension Increase Rate: Not applicable.

Pre-Retirement Decrements: None.

Post-Retirement Mortality Table: Pri-2012 Mortality Tables projected using fully generational Scale MP-2020.

~~Retirement Age: Assumes age 65.~~

~~Discount Rate: 3.80%~~

~~Salary Increase Rate: Not applicable.~~

~~Social Security Indexing Rate: 3.5% to index the Qualified and Excess Plan benefits from the measurement date to commencement date.~~

~~Pension Increase Rate: Not applicable.~~

~~Pre-Retirement Decrements: None.~~

~~Post-Retirement Mortality Table: RP-2014 Mortality Tables projected using fully generational two-dimensional Scale MP-2017.~~

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84	~~2018 PROXY STATEMENT~~

~~POST-EMPLOYMENT COMPENSATION~~

Non-Qualified Deferred Compensation

We have one active non-qualified defined contribution plan (Non-Qualified Plan) that allows for deferrals of compensation by our NEOs. We also maintain one other non-qualified plan that allowed for deferrals of compensation and is an inactive plan originally maintained by a predecessor company in which Mr. McGarry is the only NEO participant. The last year that compensation deferrals occurred under this inactive plan was 2000.

NON-QUALIFIED DEFERRED COMPENSATION

NON-QUALIFIED DEFERRED COMPENSATION
Name Plan
Executive
Contributions
in Last FY⁽²⁾
Registrant
Contributions
in Last FY⁽³⁾
Aggregate
Earnings
in Last FY⁽⁴⁾
Aggregate
Withdrawals/
Distributions
Aggregate
Balance
at Last FYE⁽⁵⁾
$ $ $ $ $
Mr. McKenney Non-Qualified DC 141,547
268,939
217,387
—
1,407,751
Mr. McGarry⁽¹⁾
Inactive NQ Plan —
—
9,654
—
45,194
Non-Qualified DC 109,748
187,184
153,940
—
1,033,584
Mr. Simonds Non-Qualified DC 50,904
96,717
117,579
—
661,619
Ms. Farrell Non-Qualified DC 55,095
74,772
86,454
—
568,285
Ms. Iglesias Non-Qualified DC 98,646
62,476
35,591
—
313,241

Name	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⁾ $
Mr. McKenney	Non-Qualified DC	125,192	237,865	450,614	—	3,406,877
Mr. Zabel	Non-Qualified DC	37,132	70,551	32,026	—	214,181
Mr. Simonds	Non-Qualified DC	53,116	100,920	152,080	—	1,284,377
Mr. Arnold	Non-Qualified DC	95,894	112,397	284,682	—	1,614,307
Ms. Iglesias	Non-Qualified DC	150,302	71,393	172,134	—	1,140,823

⁽¹⁾
~~(1)~~	Mr. McGarry has a balance under one inactive deferred compensation plan. This plan is a non-qualified defined contribution plan and includes 100% Unum stock to be paid out in cash. The change in market value and dividends earned is included in the "Aggregate Earnings in Last FY" amount. The value of the balance is shown in the "Aggregate Balance at Last FYE" column.


~~(2)~~	These amounts are included in the Summary Compensation Table in the ~~"Salary"~~“Salary” and ~~"Non-Equity~~“Non-Equity Incentive Plan ~~Compensation"~~Compensation” columns for ~~2017~~2020 for each NEO.


~~(3)~~ ⁽²⁾	These amounts represent company contributions through our Non-Qualified Plan, as described in the ~~Retirement~~“Retirement and Workplace ~~Benefits~~Benefits” section beginning on page 7183. The amounts are included in the ~~"All~~“All Other ~~Compensation"~~Compensation” column of the Summary Compensation Table for ~~2017~~2020 for each NEO.


~~(4)~~ ⁽³⁾	These amounts were not included in the Summary Compensation Table because investment earnings were not preferential or above market. The investment options under the non-qualified retirement plans are the same choices available to all employees that are eligible to participate in the 401(k) Plan and NEOs do not receive preferential earnings on their investments.

~~(5)~~

⁽⁴⁾

This column includes the following amounts that were reported in prior ~~year’s~~years' Summary Compensation ~~Table~~Tables in the ~~"Salary," "Non-Equity~~“Salary,” “Non-Equity Incentive Plan Compensation,"” or ~~"All~~“All Other ~~Compensation"~~Compensation” columns, as applicable, to the extent that the NEO was an NEO at the ~~time. These amounts are as follows: $686,925~~time: $1,929,823 for Mr. McKenney; ~~$403,380~~$16,911 for Mr. ~~McGarry; $329,239~~Zabel; $783,547 for Mr. Simonds; ~~$326,556~~$361,458 for ~~Ms. Farrell;~~Mr. Arnold; and ~~$110,893~~$620,430 for Ms. Iglesias.

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POST-EMPLOYMENT COMPENSATION

~~Other Post-Employment Payments~~

POST-EMPLOYMENT COMPENSATION

The discussion below outlines estimated benefits payable to our NEOs under various termination scenarios as of December 31, ~~2017.~~2020.

The following terminology will be used throughout the discussion of the various termination scenarios:

TERMINATION DEFINITIONS



~~TERMINATION DEFINITIONS~~
Termination with cause
	One or more of the following factors is present: the failure to substantially perform duties; the willful engagement in illegal conduct or gross misconduct harmful to the company; or the conviction of a felony (or plea of ~~"guilty"~~“guilty” or ~~"no contest"~~“no contest”).
	Termination without cause
	One or more of the following factors is present: poor performance, other than for misconduct or cause (as defined above); job elimination; job requalification; or the decision to fill the position with a different resource consistent with the direction of the company.
	Resignation for good reason
	One or more of the following events have preceded the resignation of the NEO: assignment to a position inconsistent with his or her existing position or any other action that diminishes such position; reduction of his or her base salary or annual incentive target; failure to continue any material employee benefit or compensation plan in which he or she participates; or relocation to an office more than 50 miles from his or her location.
	Change in control
	A change in control occurs when one of the following situations exists: (a) the incumbent directors at the beginning of any two-year period cease to beconstitute a majority ~~for two years;~~of the Board during such period; (b) an entity acquires 20% of our voting stock (30% in some instances); (c) we consummate certain transactions such as a merger or disposition of substantially all of our assets; or (d) shareholders approve a plan of liquidation or distribution.

In the event of any termination of employment, ~~all named executive officers~~each NEO would receive benefits to which ~~they are~~he or she is entitled, including any unpaid base salary through the date of termination, accrued vacation, and accrued benefits under the retirement plans.

~~Terminations Related to a Change in Control~~

~~As outlined in the~~ Severance and Change in Control Arrangements

We have the following severance and change in control contracts and plans covering the NEOs.

Severance Benefits

The company provides severance benefits to all employees (including our NEOs) in the event of involuntary termination, other than for death, disability or cause. In general, we provide severance in order to give our employees competitive benefits with respect to the possibility of an involuntary termination of their employment.

Pursuant to arrangements more fully described in the next section, ~~beginning on page 72,~~severance benefits would be provided to the NEOs as follows: (1) to Mr. McKenney ~~has~~under a severance agreement ~~that~~dated effective as of April 1, 2015, and (2) to the other NEOs under our Separation Pay Plan for Executive Vice Presidents and applicable change in control severance agreements.

When termination of employment is accompanied by severance payments, the former executive is required to release claims he or she may have against us, and to provide us with certain confidentiality, non-solicitation, non-competition, and non-disparagement covenants. We also agree to indemnify the former executive for certain actions taken on the company’s behalf during his or her employment.

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Change in Control Agreements

Each NEO, other than Mr. McKenney, is covered by a standalone change in control severance agreement with the company. These agreements provide an enhanced severance benefit in the event of a termination following a change in control. This ensures the covered executives remain focused during the critical times before and after a major corporate transaction, regardless of any uncertainty with respect to their future employment.

None of the NEOs have an excise tax gross-up provision in their agreements.

As indicated above, change in control benefits are available to Mr. McKenney under his severance agreement. Mr. McKenney's agreement specifically addresses post-employment payments, including in the event of a termination of employment in connection with a change in control. ~~The remaining NEOs are covered by change-in control severance agreements.~~

In the event of termination within two years following the occurrence of a change in control, our NEOs (including Mr. McKenney) would receive the following ~~benefits:~~benefits under their respective agreements:

~~Three~~A multiple of the sum of base salary and annual incentive, which for Mr. McKenney is three 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, and for ~~Mr. McKenney;~~the other NEOs is two times the sum of his or her annual base salary and annual incentive (the greater of the current year target or the prior year annual incentive paid) ~~for the remaining NEOs;~~;

Prorated annual incentive through the date of termination of ~~employment;~~employment, which for Mr. McKenney is based on the average of the annual incentive paid to him in the three most recent calendar years, and for the other NEOs is based on the greater of the current year target or the prior year annual incentive paid;

Health and welfare benefits, which for Mr. McKenney are provided for up to three years, and for ~~Mr. McKenney and~~the other NEOs are provided for up to two ~~years for the remaining NEOs;~~



86	~~2018 PROXY STATEMENT~~

~~POST-EMPLOYMENT COMPENSATION~~

~~Payment of all deferred compensation;~~years;

Outplacement services (20% of base salary, maximum of $50,000); and

~~Vesting~~Accelerated vesting of unvested CSUs and equity awards ~~as follows: A~~(including SSUs) that were assumed upon the change in control, ~~would not trigger~~but only if the ~~vesting of grants unless a~~ termination of employment ~~for~~was due to death or disability, by the company without cause, or by the executive for good reason ~~were to occur within two years following the change in control. Upon termination, the~~(provided that PSUs would be deemed earned at target performance and outstanding stock options would remain exercisable until the earlier of the expiration date or the 90th day after such termination of ~~employment;~~employment).

~~Grants of performance share units would be deemed earned at target performance and be settled at~~Notwithstanding the earlier of the end of the performance period or a termination of employment due to death, disability, or retirement, by the company without cause or by the executive for good reason within two years after the change in control; and

~~In the event of a change in control and termination,~~above, the change in control payments would be reduced if ~~such~~the reduction would result in greater after-tax proceeds to the executive absent ~~such a~~the reduction. Otherwise, the executive ~~officer receives payment of all change in control benefits~~would receive the above payments and isbe responsible for paying any excise tax imposed on the ~~payment.~~payments.

Terminations Not Related to a Change in Control

There are instances in which ana NEO’s employment may be terminated that do not involve a change in control. The company may terminate for cause or without cause. Additionally, termination of employment may occur upon ana NEO’s voluntary resignation, retirement, death, or becoming disabled.

In the event of the death, disability or retirement (if eligible) of ana NEO, all of the NEO’s unvested PBRSUs and stock options would vest and the stock options would remain exercisable until the earlier of the expiration date or, as applicable, the third anniversary of the date of death or the fifth anniversary of the date of retirement. In the event of termination of employment as a result of job elimination or

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requalification (or, in the case of Mr. McKenney, resignation for good reason), the NEOs would vest in a pro-rata portion of earned PSUs and in the event of termination of employment as a result of death, disability, or retirement, the NEOs would vest in earned PSUs, in each case on the date that such awards would otherwise be ~~settled.~~settled based on actual performance. However, to the extent necessary to avoid the imposition of penalty taxes under ~~Internal Revenue~~ Code Section 409A, stock would not be distributed until at least six months after the date of termination.



~~2018 PROXY STATEMENT~~	87

~~POST-EMPLOYMENT COMPENSATION~~

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

TERMINATION BENEFITS AVAILABLE TO CEO AND OTHER NEOs UNDER NON-CHANGE IN CONTROL SCENARIOS

~~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~~

Disability

Death

Retirement

Severance⁽¹⁾

CEO, NEOs

Prorated Annual Incentive⁽²⁾

~~CEO~~

CEO

CEO, NEOs

If Retirement Eligible

Early Vesting of Equity⁽³⁾⁽⁴⁾

~~CEO~~

CEO

CEO, NEOs

If Retirement Eligible

Benefit Continuation⁽⁴⁾⁽⁵⁾

~~CEO~~

CEO

Outplacement Services⁽⁵⁾⁽⁶⁾

CEO, NEOs

Disability Benefits⁽⁶⁾⁽⁷⁾

CEO, NEOs

Group Life Ins. Benefits⁽⁷⁾⁽⁸⁾

CEO, NEOs

Corporate Owned Life Ins.⁽⁷⁾⁽⁸⁾

~~NEO~~

NEOs who gave approval

* Mr. McKenney is the only NEO entitled to benefits in the event of a resignation for good reason absent a change in control.

*	Mr. McKenney is the only NEO entitled to benefits in the event of a resignation for good reason absent 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, or if applicable, such lesser number of calendar years ending after April 1, 2015, with the bonus for the first calendar year annualized.~~termination. Other NEOs who are terminated without cause will receive ~~eighteen~~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 ~~March.~~June.

⁽³⁾

If Mr. McKenney is terminated without cause, a prorated portion of his unvested equity awards, with the exception of his ~~performance share units (PSUs)~~SSUs, will accelerate vesting under the terms of the award agreements. In the event of his death, disability, or retirement (if eligible at the time) or if he is terminated without cause or resigns for good reason, Mr. McKenney would be eligible to receive a prorated portion of the PSUs based on actual performance at the end of the three-year performance cycle.

⁽⁴⁾

For ~~the remaining~~all NEOs, absent a change in control, their unvested ~~equity~~PBRSUs will accelerate only in the event of death, disability, or retirement (if eligible)~~; however,~~. Additionally, they ~~will~~would be eligible to ~~continue to vest~~receive a prorated portion of the PSUs based on actual performance at the end of the three-year performance cycle. Absent a change in ~~outstanding PSUs upon such a termination.~~control, all unvested CSUs and SSUs would be forfeited.


~~(4)~~ ⁽⁵⁾	If Mr. McKenney is terminated without cause or resigns with good reason, he will receive health and welfare benefits for up to 2two years.


~~(5)~~ ⁽⁶⁾	Outplacement services are ~~equal to~~capped at 20% of base salary ~~(maximum~~(up to a maximum of $50,000).


~~(6)~~ ⁽⁷⁾	Monthly benefits from the company’s long-term disability plan until the earlier of age 65 or death.

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~~(7)~~

⁽⁸⁾

Group life insurance benefits are $50,000 for each full-time ~~employee;~~employee. Corporate owned life insurance (COLI) benefits asare applicable ~~(if~~for each NEO who gave their approval. The beneficiary (as defined in the policy) of Mr. ~~McGarry~~McKenney, Mr. Zabel, Mr. Simonds, and Ms. Iglesias will receive $200,000 if the NEO is an active employee onat death, or $50,000 if the ~~date of~~NEO is not an active employee at death. Mr. Arnold is covered under two COLI benefits; his ~~death, his beneficiaries as defined in the policy~~beneficiary will receive ~~$200,000).~~a total of $400,000 if Mr. Arnold is an active employee at death, or $50,000 if he is not an active employee at death.



88	~~2018 PROXY STATEMENT~~

~~POST-EMPLOYMENT COMPENSATION~~

Termination Payments

Termination payments are provided to NEOs as outlined in the following table and vary with the circumstances under which the termination occurs. In the event of termination as a result of death, payments will be made to the named executive officer’s beneficiary.

Consistent with SEC requirements, all termination scenarios in the table below assume a termination date of December 31, ~~2017.~~2020. Accordingly, all calculations in the following table were made using the closing market price of our common stock as of December ~~29, 2017~~31, 2020 ($~~54.89~~22.94 per share). We have excluded amounts received as an annuity under our retirement plans and the ~~"in-the-money"~~“in-the-money” value of vested unexercised stock options held by NEOs since these amounts are not impacted by a termination. The amounts shown in the table also do not include distributions of plan balances under ~~a non-qualified deferred compensation plan.~~the Non- Qualified Plan. Those amounts are shown in the ~~Non-Qualified~~“Non-Qualified Deferred ~~Compensation~~Compensation” table on page ~~85.~~95.

The amounts in the following table are hypothetical based on the rules of the SEC. Actual payments depend on the circumstances and timing of any termination. The information provided in this table constitutes forward-looking statements for purposes of the Private Litigation Securities Reform Act of 1995.

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TERMINATION TABLE

TERMINATION TABLE
Termination Scenario
Mr.
McKenney
Mr.
McGarry
Mr.
Simonds
Ms.
Farrell
Ms.
Iglesias
($) ($) ($) ($) ($)
Termination for Cause or Voluntary Resignation
—
—
—
—
—
Total $ —
$ —
$ —
$ —
$ —
Termination Without Cause or Resignation with Good Reason (CEO)
Severance 6,217,399
945,000
922,500
690,000
757,500
Prorated Annual Incentive⁽¹⁾
2,108,699
—
—
—
—
Early Vesting of Equity⁽²⁾
19,126,786
—
—
—
—
Benefit Continuation 88,472
—
—
—
—
Outplacement Services 50,000
50,000
50,000
50,000
50,000
Total $ 27,591,356
$ 995,000
$ 972,500
$ 740,000
$ 807,500
Disability
Prorated Annual Incentive⁽¹⁾
2,108,699
822,462
792,554
651,822
452,423
Early Vesting of Equity⁽²⁾⁽³⁾
19,126,786
3,531,900
4,061,736
1,904,333
2,432,696
Disability Benefits 358,714
140,500
435,181
188,087
298,630
Total $ 21,594,199
$ 4,494,862
$ 5,289,471
$ 2,744,242
$ 3,183,749
Death
Prorated Annual Incentive⁽¹⁾
2,108,699
822,462
792,554
651,822
452,423
Early Vesting of Equity⁽²⁾⁽³⁾
19,126,786
3,531,900
4,061,736
1,904,333
2,432,696
Group Life Ins. Benefits 50,000
50,000
50,000
50,000
50,000
Corporate Owned Life Ins. —
200,000
—
—
—
Total $ 21,285,485
$ 4,604,362
$ 4,904,290
$ 2,606,155
$ 2,935,119
Termination Related to a Change in Control
Severance 9,326,098
2,748,808
2,583,064
2,117,378
1,859,892
Prorated Annual Incentive⁽¹⁾
2,108,699
630,000
553,500
552,000
378,750
Early Vesting of Equity 19,126,786
3,531,900
4,061,736
1,904,333
2,432,696
Benefit Continuation 132,708
80,299
97,331
70,616
93,722
Outplacement Services 50,000
50,000
50,000
50,000
50,000
DC Enhancement⁽⁴⁾
279,000
310,000
116,000
95,000
—
Total $ 31,023,291
$ 7,351,007
$ 7,461,631
$ 4,789,327
$ 4,815,060
Retirement
Prorated Annual Incentive⁽⁵⁾
—
—
—
—
—
Early Vesting of Equity^(2)(3)(6)
—
3,531,900
—
—
—
Total $ —
$ 3,531,900
$ —
$ —
$ —

Termination Scenario	Mr. McKenney ($)	Mr. Zabel ($)	Mr. Simonds ($)	Mr. Arnold ($)	Ms. Iglesias ($)
Termination for Cause or Voluntary Resignation
	—	—	—	—	—
Total	$—	$—	$—	$—	$—
Termination Without Cause or Resignation with Good Reason (CEO)
Severance	6,116,667	900,000	1,050,000	750,053	825,000
Prorated Annual Incentive⁽¹⁾	2,008,333	—	—	—	—
Early Vesting of Equity⁽²⁾	11,788,175	—	—	—	—
Benefit Continuation	85,460	—	—	—	—
Outplacement Services	50,000	50,000	50,000	50,000	50,000
Total	$20,048,635	$950,000	$1,100,000	$800,053	$875,000
Disability
Prorated Annual Incentive⁽¹⁾⁽³⁾	2,008,333	597,554	735,785	355,179	434,077
Early Vesting of Equity⁽²⁾⁽⁴⁾	11,788,175	909,354	2,249,682	1,246,381	1,370,299
Disability Benefits	321,940	315,216	419,556	179,337	247,979
Total	$14,118,448	$1,822,124	$3,405,023	$1,780,897	$2,052,355
Death
Prorated Annual Incentive⁽¹⁾⁽³⁾	2,008,333	597,554	735,785	355,179	434,077
Early Vesting of Equity⁽²⁾⁽⁴⁾	11,788,175	909,354	2,249,682	1,246,381	1,370,299
Group Life Ins. Benefits	50,000	50,000	50,000	50,000	50,000
Corporate Owned Life Ins.	200,000	200,000	200,000	400,000	200,000
Total	$14,046,508	$1,756,908	$3,235,467	$2,051,560	$2,054,376
Termination Related to a Change in Control
Severance	9,175,000	2,520,000	3,177,676	1,900,133	2,145,000
Prorated Annual Incentive⁽¹⁾⁽³⁾	2,008,333	660,000	888,838	450,032	522,500
Early Vesting of Cash Success Units	4,900,000	840,000	1,225,000	437,500	519,750
Early Vesting of Equity	16,116,572	1,172,447	3,331,781	1,632,845	1,829,411
Benefit Continuation	128,191	78,119	102,362	111,614	98,732
Outplacement Services	50,000	50,000	50,000	50,000	50,000
DC Enhancement⁽⁵⁾	251,000	—	121,000	—	—
280G Cut-back⁽⁶⁾	(2,074,424)	—	(148,245)	—	—
Total	$30,554,672	$5,320,566	$8,748,412	$4,582,124	$5,165,393
Retirement
Prorated Annual Incentive⁽⁷⁾	—	—	—	—	—
Early Vesting of Equity⁽²⁾⁽⁴⁾	—	—	—	1,246,381	—
Total	$—	$—	$—	$1,246,381	$—


⁽¹⁾	In these scenarios, per the terms of Mr. McKenney’s severance agreement, he would be entitled to a prorated annual incentive. The amount is to be calculated using the average of the annual bonuses paid for the three most-recent calendar ~~years, or if applicable, such lesser number of calendar years ending after his promotion, with such bonus for the first calendar year annualized.~~years.

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⁽²⁾

~~(2)~~

In the event of job elimination, the prorated early vesting of equity awards would be as follows: Mr. McKenney ~~$4,881,093,~~$3,187,582; Mr. Zabel $269,201; Mr. Simonds ~~$1,001,029, Ms. Farrell $469,858,~~$607,658; and Ms. Iglesias ~~$1,124,751.~~$370,573. These NEOs would also be eligible to receive a prorated portion of their unvested PSUs in the event of job elimination or requalification. The prorated amount would be calculated based on their termination date and the vesting of those units would be based on achievement of the prospective three-year goals, modified by relative ~~total shareholder return.~~TSR. Assuming a job elimination date of December 31, ~~2017~~,2020, the prorated number of ~~units~~PSUs that each NEO would be eligible to receive would be as follows: Mr. McKenney ~~82,358.33,~~105,125; Mr. Zabel 6,485; Mr. Simonds ~~15,127.31, Ms. Farrell 7,136.27,~~20,517; and Ms. Iglesias ~~9,972.67.~~12,556. Mr. ~~McGarry~~Arnold is eligible for retirement status under the

terms of the Stock Incentive Plan of 2017. Therefore, he would receive full vesting of his unvested PBRSUs, as noted in the Retirement section of this table. The amounts shown in the table represent the value of the shares at a market price of $22.94, the closing price of our stock on the last trading day of the year. Mr. Arnold would also be eligible to earn the full amount of earned PSUs based on his retirement status. The PSUs would vest based on the actual achievement of the prospective three-year goals, modified by relative TSR.


⁽³⁾
90	~~2018 PROXY STATEMENT~~Per the terms of the Annual Incentive Plan, in the event of death or disability during the plan year, on or after the last payday of June, the participant or their beneficiary (as applicable) would receive a prorated payment based on plan results. Per the terms of the change in control severance agreements, in the event of a change in control for NEOs other than Mr. McKenney, each NEO is eligible for a prorated annual incentive based on the higher of the executive's prior year actual or the current year target bonus.

~~POST-EMPLOYMENT COMPENSATION~~

terms of the Stock Incentive Plan of 2012 and the Stock Incentive Plan of 2017. Therefore, he would receive full vesting of his unvested PBRSUs, as noted in the Retirement section of this table. He would also be eligible to earn the full amount of PSUs based on his retirement status. The PSUs would vest based on the achievement of the prospective three-year goals, modified by relative total shareholder return.

⁽⁴⁾

~~(3)~~

The amounts reported include PBRSUs and PSUs that would accelerate vesting in the event of disability, death or retirement. The PSUs granted in ~~2016~~2019 and ~~2017~~2020 may be fully earned, in the event of disability, death or retirement, based on the satisfaction of the performance goals. In each of these scenarios the awards would not be payable until the end of the applicable performance period. In accordance with Regulation S-K, Item 402(j), the PSUs reported in connection with the PSU awards granted in ~~2016~~2019 and ~~2017~~2020 are reported at target levels since the company’s performance and relative ~~shareholder return~~TSR to date for these awards is not yet determinable. Actual shares to be issued under PSUs granted in connection with the ~~2016~~2019 and ~~2017~~2020 awards may differ from the performance level required to be disclosed in this table.


~~(4)~~ ⁽⁵⁾	Defined Contribution (DC) enhancement is a lump sum payment representing the amount resulting from multiplying the company’s non-contributory retirement plan contributions times two additional years of eligible earnings for ~~Mr.~~Messrs. McKenney ~~Mr. McGarry, Mr. Simonds,~~ and ~~Ms. Farrell.~~Simonds.

⁽⁶⁾

~~(5)~~

Mr. McKenney and Mr. Simonds' benefits and payments are subject to a cutback to eliminate any excise tax payable under section 4999 of the Code if the net after-tax amount that each would receive with respect to such payments or benefits exceeds the net after-tax amount Messrs. McKenney ~~McGarry,~~ and Simonds respectively would receive if the amounts of such payments and benefits were not reduced and each paid the excise tax. In respect of a termination occurring as ~~well as Mses. Farrell~~of December 31, 2020, both Mr. McKenney and ~~Iglesias did not meet~~Mr. Simonds would receive a greater benefit by having such benefits and payments reduced than by receiving such benefits and payments and paying the excise tax. The amounts included above (which reduces the total for the termination scenario) is the amount by which such payments and benefits must be reduced in order for Messrs. McKenney and Simonds to avoid paying the excise tax.

⁽⁷⁾	None of the NEOs met the eligibility criteria for retirement status under the terms of the Annual Incentive Plan as of December 31, ~~2017~~2020 and therefore would not have been eligible for a prorated annual incentive payment in the event of retirement.

~~(6)~~

Mr. McGarry has the age and service to be eligible for retirement under the terms of the Stock Incentive Plan of 2012 and the Stock Incentive Plan of 2017 and therefore would be entitled to the accelerated vesting of equity in the event of retirement. Mr. McKenney, Mr. Simonds, Ms. Farrell and Ms. Iglesias did not meet the eligibility criteria as of December 31, ~~2017. The amounts shown in the table represent the value of the shares at a market price of $54.89, the closing price of our stock on the last trading day of the year.~~



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CEO PAY RATIO

As required by ~~Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K,~~SEC rules, we are providing the following information about the ~~relationship~~ratio of the annual total compensation of our ~~employees and~~median compensated employee to the annual total compensation of our Chief Executive Officer.

The ~~2017~~2020 annual total compensation of the median ~~compensated of all our employees who were employed~~employee as of December 31, ~~2017, other than our chief executive officer,~~2020 was ~~$62,650.~~$68,394. The ~~2017~~2020 annual total compensation of Richard McKenney, our ~~chief executive officer,~~Chief Executive Officer, was ~~$9,683,946.~~$13,258,738. The ratio of these amounts (also referred to as the “CEO pay ratio”) was ~~1-to-155.~~ 1-to-194.

We understand that the CEO pay ratio is intended to provide greater transparency to annual CEO pay and how it compares to the pay of the median employee on an ongoing basis. As such, we are providing a supplemental ratio that compares the pay of the median-paid employee to our CEO's regular annual pay, excluding the special one-time Success Incentive Plan award (see page 62), as we believe that this supplemental ratio reflects a more representative comparison. The resulting supplemental CEO pay ratio is 1-to-143.

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 ~~for identifying~~regarding the identification of the median compensated employee and the process of calculating the pay ratio, ~~based on that employee’s annual total compensation~~ allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their 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.

The CEO pay ratio ~~reported above is~~for the 2020 fiscal year was calculated using the same median employee identified with respect to the 2019 and 2018 fiscal years as there was no material change in our employee population or employee compensation arrangements during the 2020 fiscal year that we reasonably believe would significantly impact our CEO pay ratio disclosure. The steps described below were performed in 2020 to determine the annual total compensation of the median employee.

To identify our median employee, we began with our entire active employee population of approximately 10,200 employees as of December 31, 2018 (after excluding approximately 200 employees that were acquired in connection with our acquisition of Pramerica Życie TUiR SA, a ~~reasonable estimate calculated~~leading financial protection provider in ~~a manner consistent with SEC rules based on our payroll and employment records.~~Poland). For these purposes, we identified the median compensated employee using base salary or hourly wages earned during fiscal ~~2017~~2018 and cash bonus paid for fiscal ~~2017.~~2018. 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. ~~We did not exclude any~~

As permitted under SEC guidance, because our originally identified median employee had anomalous pay characteristics, we substituted another employee with substantially similar compensation. Using this methodology, we determined that the median compensated employee was a full-time, exempt employee who holds a core business role that supports field employees ~~based on the allowable "De Minimis Exemption" clause~~who deliver Unum products to our customers. This employee is located in the ~~SEC regulations.~~northeastern United States.

To calculate the CEO pay ratio for 2020, we identified the elements of such employee's compensation for 2020 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 $68,394.

102 2021 PROXY STATEMENT



92	~~2018 PROXY STATEMENT~~

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OWNERSHIP OF COMPANY SECURITIES

The following table shows the number of shares of our common stock beneficially owned by each of our directors and named executive officers and by all directors and executive officers as a group, as of ~~March 15, 2018.~~April 1, 2021. The table and related footnotes also include information about ~~stock options,~~ deferred share rights, ~~and~~ restricted stock units (RSUs), and stock success units (SSUs) credited to the accounts of directors and executive officers under various compensation and benefit plans. Based upon the representations made by each director and executive officer, we do not believe that any shares held by them are pledged as security. Except as otherwise indicated below, the beneficial owners have sole voting and investment power with respect to the shares beneficially owned.

BENEFICIAL OWNERSHIP OF COMMON STOCK (as of March 15, 2018)
Name
Shares of
Common
Stock⁽¹⁾
Shares Subject
to Exercisable
Options⁽²⁾
Shares Subject
to Settleable
Rights or
Units^(3)(4)(5)
Total Shares
Beneficially
Owned
Percent of
Class
Theodore H. Bunting, Jr. 16 — 18,477 18,493 *
E. Michael Caulfield 3,890 — 31,830 35,719 *
Susan D. DeVore — — — — *
Joseph J. Echevarria — — 11,034 11,034 *
Cynthia L. Egan 6,978 — — 6,978 *
Pamela H. Godwin 32,737 — 9,613 42,351 *
Kevin T. Kabat 27,434 — 11,386 38,820 *
Timothy F. Keaney 23,477 — 3,349 26,826 *
Gloria C. Larson — — 72,847 72,847 *
Ronald P. O'Hanley 4,918 — 5,326 10,244 *
Francis J. Shammo 4,279 — 3,257 7,536 *
Richard P. McKenney 278,355 39,760 — 318,115 *
John F. McGarry 59,459 — 24,330 83,790 *
Michael Q. Simonds 52,943 — — 52,943 *
Breege A. Farrell 49,371 — — 49,371 *
Lisa G. Iglesias 25,362 — — 25,362 *
All directors and executive
officers as a group
(20 persons)
638,054 39,760 201,274 879,088 *

BENEFICIAL OWNERSHIP OF COMMON STOCK

(as of April 1, 2021)

Name	Shares of Common Stock⁽¹⁾	Shares Subject to Settleable Rights or Units^(2)(3)(4)	Total Shares Beneficially Owned	Percent of Class
Theodore H. Bunting, Jr.	2,903	27,480	30,383	*
Susan L. Cross	80	12,011	12,091	*
Susan D. DeVore	9,810	10,463	20,274	*
Joseph J. Echevarria	—	53,871	53,871	*
Cynthia L. Egan	24,623	10,463	35,086	*
Kevin T. Kabat	64,890	24,586	89,475	*
Timothy F. Keaney	20,204	11,413	31,617	*
Gloria C. Larson	10,374	89,976	100,350	*
Ronald P. O'Hanley	18,900	27,255	46,125	*
Francis J. Shammo	11,224	20,109	31,333	*
Richard P. McKenney	529,600	—	529,600	*
Steven A. Zabel	17,989	—	17,989	*
Michael Q. Simonds	87,951	—	87,951	*
Timothy G. Arnold	38,152	25,212	63,364	*
Lisa G. Iglesias	64,423	—	64,423	*
All directors and executive officers as a group (20 persons)	961,070	312,810	1,273,879	*

*	Denotes less than 1%.

⁽¹⁾

Includes shares credited to the accounts of certain current and former executive officers, including Mr. ~~McGarry – 3,098~~Arnold - 680 shares, under the company’s 401(k) Plan. Does not include shares credited to the accounts of certain executive officers under ~~an inactive~~ non-qualified defined contribution ~~plan~~plans because, though measured in share value, they will be settled only in cash.


⁽²⁾	~~Represents the number of shares underlying stock options that may be exercised within 60 days after March 15, 2018.~~



~~2018 PROXY STATEMENT~~	93

~~OWNERSHIP OF COMPANY SECURITIES~~

~~(3)~~

Represents the number of shares underlying deferred share rights and RSUs payable solely in shares (including dividend ~~equivalent rights~~equivalents accrued on such rights or units) that may be settled within 60 days after ~~March 15, 2018,~~April 1, 2021, including deferred share rights and RSUs that may be settled upon the termination of a director’s service on the Board. For each non-employee director other than Ms. DeVore, Mr. Echevarria, Ms. Egan, Mr. O’Hanley and Mr. Shammo, the amount includes shares underlying unvested RSUs that would vest upon retirement because the director meets the years of service requirement. Also does not include shares underlying RSUs (including dividend equivalent rights accrued thereon) that will not vest or cannot be settled within 60 days after March 15, 2018.

2021 PROXY STATEMENT 103

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OWNERSHIP OF COMPANY SECURITIES

share rights and RSUs that may be settled upon the termination of a director’s service on the Board. For each non-employee director other than Ms. Cross and Ms. DeVore, the amount includes shares underlying unvested RSUs that would vest upon retirement because the director meets the years of service requirement. Also does not include shares underlying RSUs (including dividend equivalents accrued thereon) and SSUs that will not vest or cannot be settled within 60 days after April 1, 2021.

~~(4)~~

⁽³⁾

As of ~~March 15, 2018,~~April 1, 2021, the total number of shares underlying deferred share rights (including dividend ~~equivalent rights~~equivalents accrued thereon) held by our non-employee directors, including those rights which cannot be settled in shares or within 60 days after ~~March 15, 2018~~April 1, 2021 and thus are not deemed to be beneficially owned for purposes of this table, was as follows:

Mr. Bunting —
Mr. Kabat 8,978
Mr. Caulfield 14,445
Mr. Keaney 2,292
Ms. DeVore —
Ms. Larson 43,316
Mr. Echevarria 6,061
Mr. O'Hanley 5,326
Ms. Egan —
Mr. Shammo —
Ms. Godwin 10,585

Mr. Bunting	—	Mr. Kabat	3,262
Ms. Cross	12,011	Mr. Keaney	950
Ms. DeVore	—	Ms. Larson	46,049
Mr. Echevarria	24,333	Mr. O'Hanley	15,008
Ms. Egan	—	Mr. Shammo	—

~~(5)~~

⁽⁴⁾

As of ~~March 15, 2018,~~April 1, 2021, the total number of shares underlying RSUs (including dividend ~~equivalent rights~~equivalents accrued thereon) held by our directors and executive officers, including those units which will not vest, or be ~~settleable~~settled in shares, within 60 days after ~~March 15, 2018~~April 1, 2021 and thus are not deemed to be beneficially owned for purposes of this table, was as follows:

Mr. Bunting	37,964	Mr. Kabat	23,149	Mr. McKenney^(a)	260,141
Ms. Cross	16,693	Mr. Keaney	10,463	Mr. Zabel	34,481
Ms. DeVore	10,463	Ms. Larson	43,927	Mr. Simonds	54,901
Mr. Echevarria	29,538	Mr. O'Hanley	14,848	Mr. Arnold	25,212
Ms. Egan	10,463	Mr. Shammo	20,109	Ms. Iglesias	28,058
				All directors and executive officers as a group^(a)	700,618

(a)	Includes 45,774 shares underlying cash-settled RSUs that have been granted to Mr. McKenney.

In addition, as of April 1, 2021, the total number of shares underlying SSUs held by our executive officers (none are held by non-executive directors), which will not vest, or be settled in shares, within 60 days of April 1, 2021 and thus are not deemed to be beneficially owned for purposes of this table, was as follows: Mr. McKenney - 186,368; Mr. Zabel - 11,328; Mr. Simonds - 46,592; Mr. Arnold - 16,640; Ms. Iglesias - 19,768; and All executive officers as a group - 309,539.

Mr. Bunting 18,477
Mr. Kabat 22,275
Mr. McKenney 137,186
Mr. Caulfield 17,384
Mr. Keaney 3,349
Mr. McGarry 24,330
Ms. DeVore 730
Ms. Larson 29,531
Mr. Simonds 24,328
Mr. Echevarria 8,321
Mr. O'Hanley 3,349
Ms. Farrell 11,215
Ms. Egan 8,361
Mr. Shammo 6,606
Ms. Iglesias 15,309
Ms. Godwin 10,472
All directors and executive officers as a group 383,939

104 2021 PROXY STATEMENT

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OWNERSHIP OF COMPANY SECURITIES

Security Ownership of Certain Shareholders

Detailed information about the shareholders known to us to beneficially own more than 5% of our common stock can be found in the table below, including beneficial ownership based on sole and/or shared voting power and investment (dispositive) power. Information is given as of the dates noted in the footnotes below.

BENEFICIAL OWNERSHIP
Name of Beneficial Owner
Address of Beneficial
Owner
Amount of Beneficial
Ownership
Percent of Common
Stock Outstanding
    The Vanguard Group, Inc.⁽¹⁾
100 Vanguard Blvd.
Malvern, PA 19355
24,734,732 11.02%
    FMR LLC⁽²⁾
245 Summer Street
Boston, MA 02210
19,504,945 8.69%
    BlackRock, Inc.⁽³⁾
55 East 52nd Street
New York, NY 10022
16,736,174 7.50%
    State Street Corporation⁽⁴⁾
One Lincoln Street
Boston, MA 02111
11,606,825 5.17%
BENEFICIAL OWNERSHIP

Name of Beneficial Owner	Address of Beneficial Owner	Amount of Beneficial Ownership	Percent of Common Stock Outstanding
The Vanguard Group, Inc.⁽¹⁾	100 Vanguard Blvd. Malvern, PA 19355	25,058,682	12.30%
FMR LLC⁽²⁾	245 Summer Street Boston, MA 02210	18,204,505	8.94%
BlackRock, Inc.⁽³⁾	55 East 52nd Street New York, NY 10055	16,167,499	7.90%

⁽¹⁾

This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by The Vanguard Group, Inc. on February ~~9, 2018,~~10, 2021, which reflects beneficial ownership as of December 31, ~~2017.~~2020. The Vanguard Group, Inc. reported that, in its capacity as investment adviser, it had sole voting power with respect ~~319,032~~to none of our shares of our common stock, shared voting power with respect to ~~42,265~~281,558 shares of our common stock, sole dispositive power with respect to ~~24,384,527~~24,322,833 shares of our common stock, and shared dispositive power with respect to ~~350,205~~735,849 shares of our common stock.



94	~~2018 PROXY STATEMENT~~

⁽²⁾

~~OWNERSHIP OF COMPANY SECURITIES~~

~~(2)~~

This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by FMR LLC on February ~~13, 2018,~~10, 2021, which reflects beneficial ownership as of December 31, ~~2017.~~2020. FMR LLC reported that, in its capacity as a parent holding company, it had sole voting power with respect to ~~2,527,816~~2,685,341 shares of our common stock, sole dispositive power with respect to ~~19,504,945~~18,204,505 shares of our common stock, and shared voting and dispositive power with respect to none of our shares. The Schedule 13G/A includes shares beneficially owned by subsidiaries controlled by or through FMR LLC, Abigail P. Johnson, Director, ~~Vice~~ Chairman and Chief Executive Officer of FMR LLC, and/or members of the family of Abigail P. Johnson, and Fidelity Low-Priced Stock Fund.

⁽³⁾

This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by BlackRock, Inc. on ~~January 23, 2018,~~February 1, 2021, which reflects beneficial ownership as of December 31, ~~2017.~~2020. BlackRock, Inc. reported that, in its capacity as the parent holding company or control person of the subsidiaries listed therein, it had sole voting power with respect to ~~14,215,103~~14,690,549 shares of our common stock, sole dispositive power with respect to ~~16,736,174~~16,167,499 shares of our common stock, and shared voting and dispositive power with respect to none of our shares.

~~(4)~~

This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by State Street Corporation on February 13, 2018, which reflects beneficial ownership as of December 31, 2017. State Street Corporation reported that, in its capacity as the parent holding company or control person of the subsidiaries listed therein, it had shared voting power with respect to 11,606,825 shares of our common stock, shared dispositive power with respect to 11,606,825 shares of our common stock, and sole voting and dispositive power with respect to none of our shares.

Delinquent Section 16(a) ~~— Beneficial Ownership Reporting Compliance~~Reports

Under Section 16(a) of the Securities Exchange Act of 1934, our directors, executive officers, and beneficial holders of more than 10% of our common stock are required to file with the U.S. Securities and Exchange Commission (SEC) certain forms reporting their beneficial ownership of and transactions in our common stock. ~~Based~~Due to an administrative error by the company, one Form 4 (containing one transaction relating to the grant of stock options under the U.K. stock purchase plan on March 8, 2019) was not timely filed on behalf of Peter G. O’Donnell and was subsequently filed on March 9, 2021. With the exception of this late report, based solely upon a review of ~~those forms provided to us~~the reports (and amendments thereto) filed electronically with the SEC and ~~any~~ written representations from the reporting persons that no other reports were required, we believe each of our directors and executive officers and 10% beneficial owners filed all required reports on a timely basis during the last fiscal year.

2021 PROXY STATEMENT 105



~~2018 PROXY STATEMENT~~	95

TABLE OF CONTENTS

ITEMS TO BE VOTED ON

Election of Directors

(Item 1 on the Proxy Card)

Our Board of Directors currently has 1211 members. One current member, Pamela H. Godwin, will retire from the Board at the 2018 Annual Meeting. Accordingly, the Board has reduced the number of Board members to 11 effective as of the 2018 Annual Meeting. All nominees will stand for election to one-year terms of office.

Upon the recommendation of the Governance Committee, the Board of Directors has nominated Theodore H. Bunting, Jr., ~~E. Michael Caulfield,~~Susan L. Cross, Susan D. DeVore, Joseph J. Echevarria, Cynthia L. Egan, Kevin T. Kabat, Timothy F. Keaney, Gloria C. Larson, Richard P. McKenney, Ronald P. O’Hanley and Francis J. Shammo for election to one-year terms expiring at the ~~2019~~2022 Annual Meeting. Each nominee currently serves on the Board and has been previously elected to the Board by shareholders. Each nominee has agreed to continue to serve if ~~elected. The~~elected, and the Board has no reason to believe that any nominee will be unable to serve if elected. However, if any nominee becomes unable or unwilling to serve before the ~~2018~~2020 Annual Meeting, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. Information concerning these nominees is provided under the section titled ~~"Director Nominees"~~“Director Nominees” beginning on page ~~19.~~23.

The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees for director: Theodore H. Bunting, Jr., ~~E. Michael Caulfield,~~Susan L. Cross, Susan D. DeVore, Joseph J. Echevarria, Cynthia L. Egan, Kevin T. Kabat, Timothy F. Keaney, Gloria C. Larson, Richard P. McKenney, Ronald P. O’Hanley and Francis J. Shammo.

Advisory Vote to Approve Executive Compensation ~~("Say-on-Pay"~~(“Say-on-Pay”)

(Item 2 on the Proxy Card)

As required by Section 14A of the Securities Exchange Act of 1934 ("(“Exchange ~~Act"~~Act”), we are asking you to approve an advisory resolution on the compensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a ~~"Say-on-Pay"~~“Say-on-Pay” proposal, gives you the opportunity to endorse or not endorse our ~~2017~~2020 executive compensation programs and policies for the named executive officers through the following resolution:

RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the company’s proxy statement for the ~~2018~~2021 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.

For additional detail concerning the compensation of our named executive officers, please refer to the ~~Compensation~~“Compensation Discussion and ~~Analysis~~Analysis” beginning on page 4451 and the compensation tables that follow.

We ~~currently~~ hold a Say-on-Pay vote every year. Although your vote is not binding on the Board of Directors or the Human Capital Committee, the Human Capital Committee will review the voting results and seek to understand the factors that influenced the vote. As it did last year, the Human Capital Committee will consider constructive feedback obtained through this process in making future decisions about our executive compensation programs and policies. Shareholders will next have an opportunity to cast a Say-on-Pay vote ~~in 2019.~~at the 2022 Annual Meeting.

The Board unanimously recommends that you vote FOR approval of named executive officer compensation, as provided in the resolution above.

106 2021 PROXY STATEMENT



96	~~2018 PROXY STATEMENT~~

TABLE OF CONTENTS

ITEMS TO BE VOTED ON

Ratification of Appointment of Independent Registered Public Accounting Firm

(Item 3 on the Proxy Card)

The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm (independent auditor) retained to audit our financial statements. The Audit Committee has appointed Ernst & Young LLP as our independent auditor for ~~2018.~~2021. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our independent auditor is in the best interests of the company and its shareholders.

The Board is seeking shareholder ratification of the appointment even though it is not legally required, as a matter of good corporate governance. If the appointment is not ratified, the Audit Committee will consider the shareholders’ views in the future selection of the company’s independent auditor.

Representatives of Ernst & Young LLP are expected to ~~be present at~~attend the ~~2018~~2021 Annual Meeting. They will have the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.

The Board unanimously recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ~~2018.~~2021.

Independent Auditor Fees

The Audit Committee is responsible for the audit fee negotiations associated with the company’s retention of Ernst & Young LLP. Aggregate fees billed for audit and other services rendered by Ernst & Young LLP for our fiscal years ended December 31, ~~2017~~2020 and ~~2016~~2019 are presented in the table below.

INDEPENDENT AUDITOR FEES

Types of Fees	2020	2019
Audit Fees⁽¹⁾	$9,617,800	$8,316,250
Audit-Related Fees	412,500	421,500
Tax Fees	587,000	608,950
All Other Fees	—	—
Total	$10,617,600	$9,346,700

⁽¹⁾	The year-over-year increase in Audit Fees was primarily due to increased efforts related to the company’s ongoing adoption of ASC 944 accounting and disclosure requirements for long-duration insurance contracts and the company’s Closed Block individual disability reinsurance transaction.

Types of Fees 2017 2016
Audit Fees $7,864,000 $7,932,000
Audit-Related Fees 407,000 424,000
Tax Fees¹
615,000 127,000
All Other Fees — —
Total $8,886,000 $8,483,000

¹~~The year-over-year increase in Tax Fees was primarily due to work related to tax reform, a foreign earnings project, and the addition of tax return preparation services in 2017.~~

Audit Fees.This category includes fees associated with the audit of our annual financial statements, the review of financial statements included in our Quarterly Reports on Form 10-Q, the audit of internal control over financial reporting, and services provided in connection with statutory and regulatory filings.

Audit-Related Fees. This category consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of financial statements or internal control over financial reporting. These services principally include accounting consultations, control reviews, and audit-related services for our employee benefit plans.

Tax Fees. This category consists of fees for tax compliance and advisory services.



~~2018 PROXY STATEMENT~~	97

~~ITEMS TO BE VOTED ON~~

All Other Fees.This category consists of fees for services not included in any of the above categories.

2021 PROXY STATEMENT 107

TABLE OF CONTENTS

ITEMS TO BE VOTED ON

Policy for Pre-Approval of Audit and Non-Audit Services

The Audit Committee has a policy requiring advance approval of all audit and permissible non-audit services performed by the independent auditor. Under this policy, the Audit Committee sets ~~pre-approved~~pre- approved limits for specifically defined audit and non-audit services. The Committee considers whether such services are consistent with SEC rules on auditor independence. Specific approval by the Committee is required if fees for any particular service or aggregate fees for services of a similar nature exceed the pre-approved limits. The Committee has delegated to its chair the authority to approve permitted services, and the chair must report any such decisions to the Committee at its next scheduled meeting.

108 2021 PROXY STATEMENT

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ABOUT THE 2021 ANNUAL MEETING

~~Approval of an Amended and Restated Certificate of Incorporation, Including the Elimination of Supermajority Voting Requirements~~

~~(Item 4 on the Proxy Card)~~

Our certificate of incorporation contains provisions requiring the affirmative vote of at least 80% of outstanding shares to remove a director, amend our bylaws, approve business combinations with interested shareholders, or amend any provisions containing these voting requirements. Our Board is committed to good governance and recognizes that such supermajority voting requirements are no longer viewed as a good governance practice because

ABOUT THE 2021 ANNUAL MEETING

In light of the restrictions they impose on shareholders. The elimination of these supermajority voting requirements would reinforce the Board's accountability to shareholders, provide shareholders with greater ability to participate in the corporate governance of the company, and demonstrate the Board's commitment to continued strong governance.

As detailed below, the Board is requesting that shareholders approve amendments to the certificate of incorporation to eliminate supermajority voting requirements in favor of a simple majority voting standard requiring the affirmative vote of the holders of the majority of the votes entitled to be cast.

~~Removal of Directors~~. Currently, Article Fifth of the certificate of incorporation provides that a director may be removed from office only by a supermajority vote of shareholders. The Board proposes to amend this section to provide for a simple majority voting standard.

~~Amendments to Bylaws~~. Currently, Article Sixth of the certificate of incorporation requires a supermajority vote for shareholders to amend the bylaws of the company. The Board proposes to amend this section to provide for a simple majority voting standard.

~~Certain Business Combinations~~. Currently, Article Seventh of our certificate of incorporation provides that approval of certain business combinations requires a supermajority vote. The Board proposes to eliminate this section to provide for simple majority voting standard.

~~Amendments to the Certificate of Incorporation~~. Currently, Article Ninth of our certificate of incorporation requires a supermajority vote for shareholders to amend any section of the certificate of incorporation that requires a supermajority vote. The Board proposes to eliminate this section and provide for simple majority voting standard for any amendments to the certificate of incorporation.

In addition to eliminating supermajority voting requirements, the Board also proposes to eliminate historical references to a classified board structure that no longer exists, as well as other technical, non-material changes.



98	~~2018 PROXY STATEMENT~~

~~ITEMS TO BE VOTED ON~~

The Board has unanimously adopted and declared the advisability of, and is submitting for shareholder approval a new Amended and Restated Certificate of Incorporation that would include the elimination of supermajority voting requirements in the above referenced sections, the elimination of historical references to a classified board structure that no longer exists, and other technical, non-material changes. The text of the proposed Amended and Restated Certificate of Incorporation, marked to show the amendments, is included in this Proxy Statement as Appendix B. We ask that our shareholders vote to approve this Amended and Restated Certificate of Incorporation. If approved, we would promptly file the Amended and Restated Certificate of Incorporation with the Secretary of Delaware, at which time it will become effective. If approved, the Board also expects to adopt conforming amendments to the company's bylaws following the 2018 Annual Meeting.

~~The Board unanimously recommends that you vote FOR the approval of the Amended and Restated Certificate of Incorporation.~~



~~2018 PROXY STATEMENT~~	99

~~ABOUT THE 2018 ANNUAL MEETING~~

~~Proxies~~

~~We are soliciting proxies on behalf of~~continuing COVID-19 pandemic, the Board of Directors has determined that the 2021 Annual Meeting will be conducted as a virtual-only meeting via live webcast in order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. This process will also enable engagement with our shareholders, regardless of size, resources or physical location, while safeguarding the health and wellbeing of our shareholders, employees, and members of the Board and management.

The 2021 Annual Meeting live webcast will begin promptly at 10:00 a.m. Eastern Daylight Time on May 27, 2021. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. This includes access to the live webcast, voting your shares electronically, and submitting questions online. You will need a 16-digit control number to participate. Further details are provided below under “Attending the 2021 Annual Meeting.”

Proxy materials

The Board of Directors is providing these proxy materials to you in connection with ~~the 2018 Annual Meeting. This means we are asking you~~its solicitation of proxies to ~~sign a proxy designating individuals (known as proxies) to vote on your behalf~~be voted at the ~~2018~~2021 Annual Meeting and at any later meeting to which ~~the meeting~~it may be adjourned or postponed. ~~By use~~All shareholders who held shares of athe company's common stock as of the close of business on March 29, 2021 are entitled to attend the 2021 Annual Meeting and to vote on the items of business described in this proxy ~~you can vote whether~~statement. Whether or not you choose to attend or participate in the ~~2018~~2021 Annual ~~Meeting.~~Meeting, you may vote your shares via the Internet, by telephone, or by mail.

Because we are soliciting your proxy, we are required to send you either our proxy materials or a Notice ofRegarding the Internet Availability of ~~proxy materials~~Proxy Materials (described in the next section). Our proxy materials include this proxy statement and our annual report to shareholders, which contains audited consolidated financial statements for our fiscal year ended December 31, ~~2017.~~2020. If you received a printed copy of ~~our~~these documents, the proxy materials ~~by mail, you~~ also ~~received~~include a proxy card or voting instruction form for the ~~2018~~2021 Annual Meeting.

Internet availability of proxy materials

~~We are furnishing~~In accordance with rules adopted by the SEC, commonly referred to as “Notice and Access,” we may furnish proxy materials by providing access to the documents on the Internet, rather than mailing printed copies. This process allows us to expedite our shareholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials, and reduce the environmental impact of the 2021 Annual Meeting. As a result, most shareholders ~~primarily over~~will not receive printed copies of the ~~Internet. In most cases, we are mailing only~~proxy materials unless they request them. Instead, a ~~brief~~ Notice ofRegarding the Internet Availability of ~~proxy~~Proxy Materials (“Notice”) was mailed on or about April 15, 2021 to shareholders of record as of March 29, 2021 who have not previously requested to receive printed or emailed materials ~~rather than a full set of printed materials.~~on an ongoing basis. The Notice ~~of Internet Availability contains~~provides instructions on how to access ~~our~~the proxy materials for the 2021 Annual Meeting, how to request a printed set of proxy materials, and ~~vote online. It also includes instructions on~~ how to request paper or email delivery of our proxy materials. If you previously chose to receive our proxy materials electronically, you will continue to receive access to these materials via email until you elect otherwise.vote your shares. Our proxy materials may also be viewed on our investor relations website under the ~~"SEC Filings"~~“SEC Filings” heading at ~~www.investors.unum.com.~~www.investors.unum.com.

You may elect to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by following the instructions in the Notice. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the environmental impact

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of our annual meetings. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Attending the ~~2018~~2021 Annual Meeting ~~in person~~

If you attend the 2018 Annual Meeting in person, you must present valid, government issued photo identification, such as a driver’s license, and an admission ticket or proof of ownership of our shares as of the close of business on March 26, 2018, the record date. If you are a shareholder of record, your Notice of Internet Availability or the top half of your proxy card is your admission ticket. If you are a beneficial owner, you will need proof of ownership to enter the meeting. Examples of proof of ownership include your Notice of Internet Availability, or a recent brokerage statement or letter from the holder of record (your broker, bank or other nominee) confirming your beneficial ownership on the record date. For your safety and that of other shareholders, we reserve the right to inspect all personal items prior to admission. If you arrive at the 2018 Annual Meeting without proper documentation or refuse to comply with our security procedures, you may not be admitted. Each shareholder may appoint only one proxy holder or representative to attend the 2018 Annual Meeting on his or her behalf and we reserve the right to restrict admission to a single individual representing a shareholder.

~~You are a "shareholder of record" if your shares are registered directly in your name with our registrar and transfer agent, Computershare Trust Company, N.A.~~

~~You are a "beneficial owner" if your shares are held through a broker, bank or other nominee (i.e., held in street name). In this case, the broker, bank or nominee is the shareholder of record.~~



~~100~~	~~2018 PROXY STATEMENT~~

~~ABOUT THE 2018 ANNUAL MEETING~~

~~Directions~~

~~Directions to the location of the 2018 Annual Meeting in Chattanooga, Tennessee are provided in Appendix C and are also available on our website at www.unum.com/directions.~~

~~Webcast~~

~~A live webcast of the 2018~~The 2021 Annual Meeting will be ~~available on our investor relations website at www.investors.unum.com. To register, access the~~a virtual meeting conducted exclusively via live webcast on the Internet. Shareholders will not be able to attend the meeting in person.

•

Shareholder participation. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the 2021 Annual Meeting online, vote your shares electronically, and submit questions during the meeting electronically.

•

Accessing the meeting online. You may attend and participate in the 2021 Annual Meeting via the Internet at www.virtualshareholdermeeting.com/UNM2021. You will need the 16-digit control number included on your Notice, proxy card, or voting instruction form to log-in. If your shares are held through a bank, brokerage firm, or other custodian and your voting instruction form or Notice indicates that you may vote those shares through the www.proxyvote.comwebsite, then you may access, participate in, and vote at the meeting with the 16-digit control number indicated on that voting instruction form or Notice. Otherwise, shareholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the 2021 Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the meeting. The meeting webcast will begin promptly at 10:00 a.m. Eastern Daylight Time on May 27, 2021. We encourage you to access the meeting prior to the start time. Online check-in will begin approximately 15 minutes prior to the start time, and you should allow ample time for the check-in procedures. We will post a replay of the meeting as soon as it is available on our investor relations website at www.investors.unum.com under the “Proxy Materials” heading.

•	Technical Assistance. If you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting, please call the technical support number that will be posted on the virtual meeting log-in page.

•

Submitting questions. An online portal will be available at www.proxyvote.com on or about April 15, 2021. By accessing this portal, shareholders will be able to submit questions and vote in advance of the 2021 Annual Meeting. Shareholders may also submit questions and vote on the day of, or during, the 2021 Annual Meeting at www.virtualshareholdermeeting.com/UNM2021. We will try to answer as many shareholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or the company’s business, or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Answers to questions not addressed during the meeting will be posted on our investor relations website at www.investors.unum.com under the “Proxy Materials” heading.

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Differences between shareholders of record and ~~provide the information requested. The webcast will begin at 10:00 a.m. Eastern Daylight Time on Thursday, May 24, 2018,~~beneficial owners

Most of our shareholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and ~~will be archived on the website through June 7, 2018.~~those owned beneficially.

•

Shareholder of record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the shareholder of record, and the Notice was sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the company or to vote at the 2021 Annual Meeting. If you requested to receive printed proxy materials, we have enclosed a proxy card for you to use. You may also vote on the Internet, or by telephone. You are also invited to attend the 2021 Annual Meeting via the Internet.

•

Beneficial owner. If your shares are held in an account in the name of a brokerage firm, bank, broker-dealer, trust or other similar organization (i.e., in street name), like the vast majority of our shareholders, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you must instruct the broker or other nominee about how to vote your shares. Under the rules of the New York Stock Exchange (NYSE), if you do not provide such instructions, the firm that holds your shares will have discretionary authority to vote your shares only with respect to “routine” matters, as described in “Voting your shares” below. You are also invited to attend the 2021 Annual Meeting via the Internet.

Persons entitled to vote at the ~~2018~~2021 Annual Meeting

Shareholders of record as of the close of business on March ~~26, 2018,~~29, 2021, the record date, are entitled to vote their shares at the ~~2018~~2021 Annual Meeting. There were approximately ~~221,171,524~~204,188,556 shares of our common stock outstanding on the record date. Each of those shares is entitled to one vote on each item of business to be voted on at the ~~2018~~2021 Annual Meeting.

~~If you are~~ We will make available a ~~beneficial owner, you are not entitled~~list of shareholders of record as of the record date for inspection by shareholders for any purpose germane to ~~vote in person at~~ the ~~2018~~2021 Annual Meeting ~~without a legal proxy from~~during normal business hours at our corporate headquarters in Chattanooga, Tennessee. Please contact our Corporate Secretary to schedule an appointment. The list will also be available during the broker, bank or other nominee that is the shareholder of record of your shares. You must ask your broker, bank or other nominee to furnish you with the legal proxy before the 2018 Annual Meeting. You must then bring that document with you to the 20182021 Annual Meeting ~~and submit it with a signed ballot that will be provided to you there.~~at www.virtualshareholdermeeting.com/UNM2021.

Voting items and Board recommendations; Vote required; Abstentions and broker non-votes

You may either vote for, against or abstain on each of the voting items to be acted on at the ~~2018~~2021 Annual Meeting. The table below summarizes, for each voting item, the voting recommendation of the Board of Directors, the vote threshold required for approval, and the effect of abstentions and broker non-votes (i.e., shares held in street name that cannot be voted on certain matters by the shareholder of record if the beneficial owner has not provided voting instructions).

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VOTING ITEMS

~~VOTING ITEMS~~

Items to be Voted on

Board Voting

Recommendation

Vote Required

for Approval

Effect of

Abstention

Effect of Broker

Non-Vote

Item 1: Election of 11 directors for terms expiring in ~~2019~~2022

FOR each nominee

Majority of votes cast with respect to the nominee

No effect because

not counted as

vote cast

No effect because

not counted as

vote cast

Item 2: Advisory vote to approve executive compensation

FOR

Majority of shares

represented and

entitled to vote

Same effect as

AGAINST because

is entitled to vote

No effect because

not entitled to

vote

Item 3: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for ~~2018~~2021

FOR

Majority of shares

represented and

entitled to vote

Same effect as

AGAINST because

is entitled to vote

Not applicable; may be discretionarily voted

by broker

~~Item 4:~~ ~~Approval of an Amended and Restated Certificate of Incorporation, including the elimination of supermajority voting requirements~~

~~FOR~~

~~Majority of outstanding shares~~

~~entitled to vote~~

~~Same effect as~~

~~AGAINST because~~

~~is entitled to vote~~

~~Same effect as~~

~~AGAINST because~~

~~is entitled to vote~~

Voting your shares

~~If you are a shareholder of record, you~~You may vote your shares using any of the following methods:

•

By Internet. Before the meeting, you may vote via the Internet by going to www.proxyvote.com and following the instructions on the screen. You will need the control number found on your Notice, proxy card (for shareholders of record) or voting instruction form (for beneficial owners) when you access the web page. Voting by Internet before the 2021 Annual Meeting is available until 11:59 p.m. Eastern Daylight Time on May 26, 2021.

~~In person~~ ~~– Attend~~During the ~~2018~~2021 Annual Meeting, ~~and~~you may vote ~~in person.~~

~~Mail~~ ~~– If you received a paper copy of our proxy materials, mark, date and sign~~online by following the proxy card and mail it to Proxy Services, c/o Computershare Investor Services, P.O. Box 43126, Providence, Rhode Island 02940-5138, using the accompanying pre-addressed, stamped envelope, so that it is received no later than the close of business on May 23, instructions at www.virtualshareholdermeeting.com/UNM2021~~2018~~.

~~Internet or telephone~~ – Visit www.envisionreports.com/unm to vote over the Internet or call toll free 1-800-652-VOTE (8683) to vote using a touchtone telephone, in either case no later than 2:00 a.m. Eastern Daylight Time, May 24, ~~2018~~. You will need the control number found on your Notice, proxy card, or voting instruction form when you access the virtual meeting web page.

•

By telephone. You may vote by telephone by calling the applicable toll-free telephone number, 1-800-690-6903 (for shareholders of record) or 1-800-454-8683 (for beneficial owners), which is available 24 hours a day, and following the pre-recorded instructions. You will need the control number found on your Notice, proxy card, or voting instruction form when you call. You may vote by telephone until 11:59 p.m. Eastern Daylight Time on May 26, 2021.

•

By mail. If you received a paper copy of your proxy materials, you may vote by mail by completing the enclosed proxy card or voting instruction form, dating and signing it, and returning it in the postage-paid envelope provided or returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card or voting instruction form, as applicable, must be received by May 26, 2021.

The Board of ~~Internet Availability or~~Directors has appointed certain individuals named on the proxy ~~card.~~

~~For shareholders~~card (“proxies”) to vote shares at the 2021 Annual Meeting in accordance with the instructions of ~~record, votes submitted by mail, over~~our shareholders. If you authorize the ~~Internet or by telephone~~proxies to vote your shares with respect to any matter to be acted upon, the shares will be voted ~~at the 2018 Annual Meeting by~~in accordance with your instructions. If you are a shareholder of record and you authorize the proxies ~~named in the proxy card in the manner you indicate. If you sign and return a proxy card without marking specific voting instructions,~~to vote your shares but do not specify how your shares should be voted on one or more matters, the proxies will vote your shares ~~FOR each director nominee and FOR each other voting item,~~on those matters as ~~recommended by~~ the Board of ~~Directors.~~Directors recommends. If any other matter properly comes before the 2021 Annual Meeting, the proxies will vote on that matter in their discretion.

If you are a beneficial owner ~~please refer to the Notice~~ of ~~Internet Availability or voting instruction form provided to you by~~shares held in street name and do not provide your broker ~~bank~~ or other nominee ~~for details~~instructions on how to ~~provide voting instructions to such person. If~~vote your shares, a “broker non-vote” occurs. Under the rules of the NYSE, the organization that holds your shares (i.e., your broker ~~bank~~ or other ~~nominee does not receive voting instructions from you, whether your shares can be voted by such person depends~~nominee) may generally vote on ~~the type of item being considered for vote.~~

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routine matters at its discretion but cannot vote on “non-routine” matters. The only item of business at the ~~2018~~2021 Annual Meeting for which your broker ~~bank~~ or other nominee has discretion to vote your shares without your voting instructions is the ratification of the appointment of our independent registered public accounting firm (Item 3). Unless it receives your voting instructions, your broker ~~bank~~ or other nominee will not have discretion to vote your shares (resulting in a ~~"broker non-vote")~~broker non-vote) on any other item of business at the ~~2018~~2021 Annual Meeting (Items 1 2 and 4)2), including the election of directors. To ensure that your ~~shares are~~



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~~ABOUT THE 2018 ANNUAL MEETING~~

~~voted~~vote will be counted on ~~each of the important~~all matters, ~~being voted on at the 2018 Annual Meeting,~~ we encourage you to provide instructions to your broker ~~bank~~ or other nominee on how to vote your shares. ~~As noted above, beneficial owners may vote in person at the 2018 Annual Meeting only if they bring a legal proxy obtained from their broker, bank or other nominee.~~

Changing your vote and revoking your proxy

You may revoke any proxy that you previously granted or change your vote by:

Submitting a subsequent vote via the Internet, by telephone, or by mailing a new proxy card or voting instruction form before the closing of those facilities at 11:59 p.m. Eastern Daylight Time on May 26, 2021;

Requesting a “legal proxy” or attending the virtual 2021 Annual Meeting and voting online, as indicated above under “Voting your shares”; or

If you are a shareholder of record, and wish to change your vote after submitting a proxy, you may revoke that proxy by submitting a new proxy (either by mailing a new proxy card or by providing new voting instructions over the Internet or by telephone, in each case by the deadlines under "Voting your shares" above), by giving written notice of revocation to ~~our~~the Corporate Secretary, Unum Group, 1 Fountain Square, Chattanooga, TN 37402, so that it is received by 4:00 p.m. Eastern Daylight Time on May 26, 2021.

Your new vote or ~~by attending~~revocation in advance of the ~~2018 Annual Meeting and voting~~meeting must be submitted in ~~person.~~

~~If you are a beneficial owner, you may revoke a previously submitted proxy by submitting new voting instructions in~~accordance with the ~~manner specified by~~time frames above under “Voting your broker, bank or other nominee. If you obtain a legal proxy from your broker, bank or other nominee, you may also revoke a previously submitted proxy by voting in person at the 2018 Annual Meeting and submitting it with a signed ballot that will be provided to you there.shares.”

Quorum

A quorum is required to transact business at the ~~2018~~2021 Annual ~~Meeting and is reached~~Meeting. A quorum exists if the holders of a majority of the shares issued and outstanding and entitled to vote generally in the election of directors are present online at the ~~meeting are present in person~~virtual 2021 Annual Meeting or represented by proxies. Abstentions and broker non-votes ~~and signed but unmarked proxy cards~~ will ~~count~~be counted for purposes of determining whether a quorum is present at the ~~2018~~2021 Annual ~~Meeting.~~Meeting, but neither will be counted as votes cast.

Inspectors of election

Representatives of ~~our transfer agent, Computershare Trust Company, N.A.,~~Broadridge Financial Solutions, Inc. (“Broadridge”) will tabulate the votes and act as inspectors of the election.

~~Other business~~

We are not aware of any business to be conducted at the 2018 Annual Meeting, other than as described in this proxy statement. If you submit a proxy, the individuals named on the proxy card will use their own judgment to determine how to vote your shares on any business not described in this proxy statement that is properly brought before the 2018 Annual Meeting.

Voting results

We will report the final voting results of the ~~2018~~2021 Annual Meeting on a Form 8-K to be filed with the SEC within four business days after the meeting. The Form 8-K will be available on our investor relations website under the ~~"SEC Filings"~~“SEC Filings” heading at www.investors.unum.com or on the SEC’s website at ~~www.sec.gov.~~www.sec.gov.

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ADDITIONAL INFORMATION

Cost of proxy solicitation

We pay the cost of soliciting proxies from our shareholders. Proxies are solicited by mail, and may also be solicited personally, electronically or by telephone by our directors, officers or employees, though none will receive additional compensation for doing this. We have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for the ~~2018~~2021 Annual Meeting. We will pay Innisfree a fee of $20,000 and reasonable out-of-pocket expenses for its services. We also reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.

Shareholder proposals and nominations for our ~~2019~~2022 Annual Meeting

If you intend to submit a proposal for inclusion in the proxy statement for our ~~2019~~2022 Annual Meeting pursuant to SEC Rule 14a-8, it must be received by the Corporate Secretary at our principal executive offices (at the address provided below) no later than the close of business on December ~~13, 2018.~~16, 2021. Submitting a shareholder proposal does not guarantee that we will include it in our proxy statement if the proposal does not satisfy the requirements of SEC Rule 14a-8.

Our bylaws include a proxy access right, permitting a shareholder, or a group of up to 20 shareholders, who has maintained continuous qualifying ownership of at least 3% of our outstanding shares of capital stock entitled to vote in the election of directors for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the Board or two directors, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our bylaws. Notice of proxy access director nominees must be received by the Corporate Secretary at our principal executive offices (at the address provided below) no earlier than November ~~13, 2018~~16, 2021 and no later than the close of business on December ~~13, 2018.~~16, 2021. However, in the event that that the ~~2019~~2022 Annual Meeting is to be held on a date that is more than 30 days before or after May ~~24, 2019~~27, 2022 (the anniversary date of the ~~2018~~2021 Annual Meeting), then such notice must be received no later than the close of business on the 180th day prior to the date of the ~~2019~~2022 Annual Meeting or the 10th day following the day on which public announcement of the date of the ~~2019~~2022 Annual Meeting is first made.

Our bylaws also establish advance notice procedures with respect to proposals and director nominations submitted by a shareholder for presentation directly at an Annual Meeting, rather than for inclusion in our proxy statement. To be properly brought before our ~~2019~~2022 Annual Meeting, a notice of the proposal or the shareholder wishes to present at the meeting other than pursuant to SEC Rule 14a-8 or nomination the shareholder wishes to present at the meeting other than pursuant to our proxy access bylaw must be received by the Corporate Secretary at our principal executive offices (at the address provided below) no earlier than the close of business on January ~~24, 2019~~27, 2022 and no later than the close of business on February ~~25, 2019.~~26, 2022. However, in the event that that the ~~2019~~2022 Annual Meeting is to be held on a date that is more than 30 days before or more than 70 days after May ~~24, 2019~~27, 2022 (the anniversary date of the ~~2018~~2021 Annual Meeting), then such notice must be received no earlier than the close of business on the 120th day prior to the date of the ~~2019~~2022 Annual Meeting and no later than the close of business on the later of the 90th day prior to the date of the ~~2019~~2022 Annual Meeting or the 10th day following the day on which public announcement of the date of the ~~2019~~2022 Annual Meeting is first made.

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All such proposals and director nominations must satisfy the requirements set forth in our bylaws, a copy of which is available on our investor relations website under the ~~"Corporate Governance"~~“Corporate Governance” heading at www.investors.unum.com and may also be obtained at no cost from the Office of the Corporate Secretary. The



~~104~~	~~2018 PROXY STATEMENT~~

~~ADDITIONAL INFORMATION~~

chairman of the meeting may refuse to acknowledge or introduce any shareholder proposal or nomination if notice thereof is not received within the applicable deadlines or does not comply with the bylaws. If a shareholder fails to meet these deadlines, the persons named as proxies will be allowed to use their discretionary voting authority to vote on any such proposal or nomination as they determine appropriate if ~~and when~~ the matter is ~~raised~~presented and introduced at the Annual Meeting.

Communications with the Board of Directors

Shareholders and interested parties may communicate with our Chairman of the Board, or any other director by contacting the Office of the Corporate Secretary as described below.

In accordance with a process approved by our Board of Directors, the Corporate Secretary reviews all correspondence received by the company and addressed to non-management directors. A log and copies of the correspondence are provided to the Chairman, who determines whether further distribution is appropriate and to whom it should be sent. Any director may at any time review this log and request copies of correspondence. Concerns relating to accounting, internal controls or auditing matters are promptly brought to the attention of our internal auditors and handled in accordance with procedures established by the Audit Committee. Copies of correspondence relating to corporate governance matters are also provided to the chair of the Governance Committee.

The Board has instructed that certain items unrelated to the duties and responsibilities of the Board be excluded from the process, including mass mailings, resumes and other forms of job inquiries, surveys, business solicitations or advertisements, and matters related to claims or employment.

Eliminating duplicate proxy materials

AUnder SEC rules, a single proxy statement and annual report to shareholders, along with individual proxy cards or individual Notices, ~~of Internet Availability~~ will be delivered in one envelope to multiple shareholders having the same last name and address and to shareholders with multiple accounts registered at our transfer agent with the same address, unless contrary instructions have been received from an affected shareholder. This is known as ~~"householding"~~“householding” and it enables us to reduce the costs and environmental impact of the ~~2018~~2021 Annual Meeting. We will deliver promptly upon written or oral request a separate copy of the proxy statement, annual report to shareholders or Notice ~~of Internet Availability~~ to any shareholder residing at a shared address to which only one copy was delivered. If you ~~are a shareholder of record and~~ would like to receive separate copies of our proxy materials, whether for this year or future years, please contact ~~Computershare Investor Services by calling~~Broadridge toll-free ~~800-446-2617~~at 1-866-540-7095 or by writing to ~~them at P.O. Box 43069, Providence, Rhode Island 02940-3069.~~Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. The same phone number and address may be used to request delivery of a single copy of our proxy materials if you share an address with another shareholder and are receiving multiple copies. ~~If you are a beneficial owner, you should contact your broker, bank or other nominee.~~

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Contacting the Office of the Corporate Secretary

You may contact the Office of the Corporate Secretary by calling toll-free 800-718-8824 or by writing to:

Office of the Corporate Secretary

Unum Group

1 Fountain Square

Chattanooga, Tennessee 37402



~~2018 PROXY STATEMENT~~	~~105~~

~~ADDITIONAL INFORMATION~~

Principal executive offices

Our principal executive offices are located at 1 Fountain Square, Chattanooga, Tennessee 37402. Our main telephone number is 423-294-1011.

Annual Report on Form 10-K

Upon request, we will provide to you by mail a free copy of our Annual Report on Form 10-K (including financial statements and financial statement schedules) for the fiscal year ended December 31, ~~2017.~~2020. Please direct your request to the Office of the Corporate Secretary at the address provided above. The Annual Report on Form 10-K may also be accessed on our investor relations website under the ~~"SEC Filings"~~“SEC Filings” heading at www.investors.unum.com or on the SEC’s website at ~~www.sec.gov.~~www.sec.gov.

Incorporation by reference

To the extent that this proxy statement has been or will be specifically incorporated by reference into any of our other filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, the sections of this proxy statement entitled ~~"Report~~“Report of the Audit ~~Committee"~~Committee” (to the extent permitted by the rules of the SEC) and ~~"Report of the Human Capital Committee"~~“Compensation Committee Report” shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing.

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APPENDIX A

Reconciliation of Non-GAAP Financial Measures

We analyze our performance using non-GAAP financial measures which exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. We believe theThe following ~~non-GAAP financial measures are better performance measures and better indicators of the revenue and profitability and underlying trends in our business:~~

After-tax adjusted operating income or loss and adjusted operating earnings per share, which excludes realized investment gains or losses, and certain other items, which are discussed in "Executive Summary" in Part II Item 7 of our Annual Report on Form 10-K for the respective years ended December 31, 2017 and 2016, as applicable;

~~Adjusted operating return on equity, which~~ is ~~calculated using after-tax adjusted operating income or loss and excludes from equity the unrealized gain or loss on securities and net gain on cash flow hedges; and~~

~~Book value per common share, which is calculated excluding accumulated other comprehensive income (AOCI).~~

Effective December 31, 2017, to more clearly differentiate between the GAAP and non-GAAP financial measures, we changed the naming convention for our non-GAAP financial measures from "operating" measures to "adjusted operating" measures, which includes a change from "after-tax operating income" to "after-tax adjusted operating income", and "operating return on equity" to "adjusted operating return on equity". The definition of these labels remains unchanged.

Realized investment gains or losses and unrealized gains or losses on securities and net gains on cash flow hedges depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our company. Book value per common share excluding certain components of AOCI, certain of which tend to fluctuate depending on market conditions and general economic trends, are important measures. We also exclude certain other items from our discussion of financial ratios and metrics in order to enhance the understanding and comparability of our operational performance and the underlying fundamentals, but this exclusion is not an indication that similar items may not recur and does not replace the comparable GAAP measures in the determination of overall profitability. For a reconciliation of the most directly comparable GAAP financial measures to ~~these~~the non-GAAP financial measures ~~refer to~~as presented in this ~~Appendix.~~proxy statement.

	After-Tax Adjusted Operating Income (Loss)	Average Allocated Equity⁽¹⁾	Adjusted Operating Return on Equity
Year Ended December 31, 2020
Unum US	$651.4	$4,458.2	14.6%
Unum International	51.9	797.7	6.5%
Colonial Life	264.5	1,584.1	16.7%
Core Operating Segments	967.8	6,840.0	14.1%
Closed Block	183.8	3,979.2
Corporate	(146.2)	(1,395.2)
Total	$ 1,005.4	$ 9,424.0	10.7%

⁽¹⁾

Excludes unrealized gain (loss) on securities and net gain on hedges and is calculated using the stockholders' equity balances presented below. Due to the implementation of a Financial Accounting Standards Board update for which the beginning balance of 2020, 2019, and 2018 for certain stockholders' equity line items were adjusted, we are computing the average equity for 2020, 2019, and 2018 using internally allocated equity that reflects the adjusted beginning balance at January 1, 2020 , January 1, 2019, and January 1, 2018. As a result, average equity for the year ended December 31, 2020, December 31, 2019, and December 31, 2018 for certain of our segments will not compute using the historical allocated equity at December 31, 2019, 2018, and 2017, respectively.

	12/31/2020	12/31/2019
Total Stockholders' Equity	$ 10,871.0	$ 9,965.0
Excluding:
Net Unrealized Gain (Loss) on Securities	1,067.7	615.9
Net Gain on Hedges	97.8	187.8
Total Adjusted Stockholders' Equity	$ 9,705.5	$ 9,161.3

~~2018 PROXY STATEMENT~~

~~107~~

Average Adjusted Stockholders' Equity

$ 9,667.3

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APPENDIX A

	2020
	(in millions)	per share*
Net Income	$793.0	$3.89
Excluding:
Net Realized Investment Gains and Losses
Net Realized Investment Gain Related to Reinsurance Transaction (net of tax expense of$273.5)	1,028.8	5.05
Net Realized Investment Loss, Other (net of tax benefit of $20.9)	(82.3)	(0.40)
Total Net Realized Investment Gain	946.5	4.65
Items Related to Closed Block Individual Disability Reinsurance Transaction
Change in Benefit Reserves and Transaction Costs (net of tax benefit of $274.2)	(1,031.3)	(5.06)
Amortization of the Cost of Reinsurance (net of tax benefit of $0.6)	(2.0)	(0.01)
Net Tax Benefits of Reinsurance Transaction	36.5	0.18
Total Items Related to Closed Block Individual Disability Reinsurance Transaction	(996.8)	(4.89)
Long-term Care Reserve Increase (net of tax benefit of $31.8)	(119.7)	(0.59)
Group Pension Reserve Increase (net of tax benefit of $3.7)	(13.8)	(0.07)
Costs Related to Organizational Design Updated (net of tax benefit of $4.7)	(18.6)	(0.09)
Impairment Loss on ROU Asset (net of tax benefit of $2.7)	(10.0)	(0.05)
After-tax Adjusted Operating Income	$1,005.4	$4.93

*Assuming Dilution

118 2021 PROXY STATEMENT

After-Tax Adjusted Operating Income (Loss)
Average Allocated Equity⁽¹⁾
Adjusted Operating
Return on Equity

Year Ended December 31, 2017
Unum US $ 656.2
$ 4,130.2
15.9 %
Unum UK 92.1
607.3
15.2 %
Colonial Life 211.2
1,308.1
16.2 %
Core Operating Segments 959.5
6,045.6
15.9 %
Closed Block 86.4
3,290.1

Corporate (69.7 ) (893.3 )
Total $ 976.2
$ 8,442.4
11.6 %

Year Ended December 31, 2016 $ 915.6
$ 8,140.8
11.2 %
Year Ended December 31, 2015 $ 893.2
$ 7,961.1
11.2 %

TABLE OF CONTENTS

~~(1) Excludes unrealized gain on securities and net gain on cash flow hedges and is calculated using the stockholders' equity balances presented below.~~

12/31/2017 12/31/2016 12/31/2015 12/31/2014
Total Stockholders' Equity $ 9,574.9
$ 8,968.0
$ 8,663.9
$ 8,521.9
Excluding:
Net Unrealized Gain on Securities 607.8
440.6
204.3
290.3
Net Gain on Cash Flow Hedges 282.3
327.5
378.0
391.0
Total Adjusted Stockholders' Equity $ 8,684.8
$ 8,199.9
$ 8,081.6
$ 7,840.6

Twelve Months Ended Twelve Months Ended Twelve Months Ended
12/31/2017 12/31/2016 12/31/2015
Average Stockholders' Equity Excluding Net Unrealized Gain on Securities and Net Gain on Cash Flow Hedges $ 8,442.4
$ 8,140.8
$ 7,961.1



~~108~~	~~2018 PROXY STATEMENT~~

APPENDIX A

	Year Ended December 31
	2019		2018		2017
	(in millions)	per share *	(in millions)	per share *	(in millions)	per share*
Net Income	$ 1,100.3	$ 5.24	$ 523.4	$ 2.38	$ 994.2	$ 4.37
Excluding:
Net Realized Investment Gain (Loss)(net of tax expense (benefit) of $(4.5); $(11.0); $15.0)	(18.7)	(0.09)	(28.5)	(0.12)	25.3	0.11
Cost Related to Early Retirement of Debt (net of tax benefit $5.7; $-; $-)	(21.6)	(0.11)	—	—	—	—
Long-term Care Reserve Increase (net of tax benefit of $-; $157.7; $-)	—	—	(593.1)	(2.70)	—	—
Loss from Guaranty Fund Assessment (net of tax benefit of $-; $-; $7.2;)	—	—	—	—	(13.4)	(0.06)
Unclaimed Death Benefits Reserve Increase (net of tax benefit $-; $-; $13.6)	—	—	—	—	(25.4)	(0.11)
Net Tax Benefit from Impacts of TCJA	—	—	—	—	31.5	0.14
After-tax Adjusted Operating Income	$1,140.6	$5.44	$1,145.0	$5.20	$976.2	$4.29

	Year Ended December 31
	2016		2015		2014
	(in millions)	per share *	(in millions)	per share *	(in millions)	per share *
Net Income	$ 931.4	$ 3.95	$ 867.1	$ 3.50	$ 402.1	$ 1.57
Excluding:
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $8.4;$(17.7); $3.3)	15.8	0.07	(26.1)	(0.11)	12.8	0.05
Costs Related to Early Retirement of Debt (net of tax benefit of $-; $-;$2.8)	—	—	—	—	(10.4)	(0.04)
Reserve Charge for Closed Block (net of tax benefit of $-; $-; $244.4)	—	—	—	—	(453.8)	(1.77)
Pension Settlement Loss (net of tax benefit of $-; $-; $22.5)	—	—	—	—	(41.9)	(0.16)
After-tax Adjusted Operating Income	$915.6	$3.88	$893.2	$3.61	$895.4	$3.49

*Assuming Dilution

2021 PROXY STATEMENT 119

Year Ended December 31
2017 2016 2015
(in millions) per share * (in millions) per share * (in millions) per share *
Net Income $ 994.2
$ 4.37
$ 931.4
$ 3.95
$ 867.1
$ 3.50
Excluding:
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $15.0; $8.4; $(17.7)) 25.3
0.11
15.8
0.07
(26.1 ) (0.11 )
Loss from Guaranty Fund Assessment (net of tax benefit of $7.2; $-; $-) (13.4 ) (0.06 ) —
—
—
—
Unclaimed Death Benefits Reserve Increase (net of tax benefit $13.6; $-; $-) (25.4 ) (0.11 ) —
—
—
—
Net Tax Benefit from Impacts of TCJA 31.5
0.14
—
—
—
—
After-tax Adjusted Operating Income $ 976.2
$ 4.29
$ 915.6
$ 3.88
$ 893.2
$ 3.61

Year Ended December 31
2014 2013 2012
(in millions) per share * (in millions) per share * (in millions) per share *
Net Income $ 402.1
$ 1.57
$ 847.0
$ 3.19
$ 888.1
$ 3.15
Excluding:
Net Realized Investment Gain (net of tax expense of $3.3; $2.9; $19.1) 12.8
0.05
3.9
0.02
37.1
0.13
Costs Related to Early Retirement of Debt (net of tax benefit of $2.8; $-; $-) (10.4 ) (0.04 ) —
—
—
—
Reserve Charges for Closed Block (net of tax benefit of $244.4; $-; $-) (453.8 ) (1.77 ) —
—
—
—
Pension Settlement Loss (net of tax benefit of $22.5; $-; $-) (41.9 ) (0.16 ) —
—
—
—
Unclaimed Death Benefits Reserve Increase (net of tax benefit of $-; $33.4; $-) —
—
(62.1 ) (0.24 ) —
—
Group Life Waiver of Premium Benefit Reserve Reduction (net of tax expense of $-; $29.8; $-) —
—
55.2
0.21
—
—
After-tax Adjusted Operating Income $ 895.4
$ 3.49
$ 850.0
$ 3.20
$ 851.0
$ 3.02

*Assuming Dilution.

TABLE OF CONTENTS



~~2018 PROXY STATEMENT~~	~~109~~

APPENDIX A

	Year Ended December 31
	2013		2012		2011
	(in millions)	per share *	(in millions)	per share *	(in millions)	per share *
Net Income	$ 847.0	$ 3.19	$ 888.1	$ 3.15	$ 283.6	$ 0.94
Excluding:
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $2.9; $19.1; $(1.3))	3.9	0.02	37.1	0.13	(3.6)	(0.01)
Reserve Charge for Closed Block (net of tax benefit of $-; $-; $265.0)	—	—	—	—	(492.1)	(1.62)
Unclaimed Death Benefits Reserve Increase (net of tax benefit of $33.4; $-; $-)	(62.1)	(0.24)	—	—	—	—
Deferred Acquisition Costs for Closed Block (net of tax benefit of $-; $-; $68.5)	—	—	—	—	(127.5)	(0.42)
Group Life Waiver of Premium Benefit Reserve Reduction (net of tax expenses of $29.8; $-; $-)	55.2	0.21	—	—	—	—
Special Tax Items	—	—	—	—	22.7	0.08
After-tax Adjusted Operating Income	$850.0	$3.20	$851.0	$3.02	$884.1	$2.91

	Year Ended December 31
	2010		2009		2008
	(in millions)	per share *	(in millions)	per share *	(in millions)	per share *
Net Income	$ 877.6	$ 2.69	$ 847.3	$ 2.55	$ 553.4	$ 1.62
Excluding:
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $9.0; $11,5; $(161.8))	15.7	0.05	0.2	—	(304.1)	(0.89)
Special Tax Items	(10.2)	(0.03)	—	—	—	—
After-tax Adjusted Operating Income	$872.1	$2.67	$847.1	$2.55	$857.5	$2.51

*Assuming Dilution

120 2021 PROXY STATEMENT

Year Ended December 31
2011 2010 2009
(in millions) per share * (in millions) per share * (in millions) per share *
Net Income $ 283.6
$ 0.94
$ 877.6
$ 2.69
$ 847.3
$ 2.55
Excluding:
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $(1.3); $9.0; $11.5) (3.6 ) (0.01 ) 15.7
0.05
0.2
—
Reserve Charges for Closed Block (net of tax benefit of $265.0; $-; $-) (492.1 ) (1.62 ) —
—
—
—
Deferred Acquisition Costs for Closed Block (net of tax benefit of $68.5; $-; $-) (127.5 ) (0.42 ) —
—
��
—
Special Tax Items 22.7
0.08
(10.2 ) (0.03 ) —
—
After-tax Adjusted Operating Income $ 884.1
$ 2.91
$ 872.1
$ 2.67
$ 847.1
$ 2.55

Year Ended December 31
2008 2007** 2006**
(in millions) per share * (in millions) per share * (in millions) per share *
Net Income $ 553.4
$ 1.62
$ 679.3
$ 1.91
$ 411.0
$ 1.23
Excluding:
Income from Discontinued Operations —
—
6.9
0.02
7.4
0.02
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $(161.8); $(22.0); $0.7) (304.1 ) (0.89 ) (43.2 ) (0.12 ) 1.5
0.01
Regulatory Reassessment Charges (net of tax benefit of $-; $31.3; $129.0) —
—
(34.5 ) (0.10 ) (267.4 ) (0.79 )
Debt Extinguishment Costs (net of tax benefit of $-; $20.5; $8.9) —
—
(38.3 ) (0.11 ) (16.9 ) (0.05 )
Other (net of tax expense (benefit) of $-; $-; $(5.8)) —
—
—
—
(12.7 ) (0.04 )
Special Tax Items —
—
2.2
0.01
95.8
0.28
After-tax Adjusted Operating Income $ 857.5
$ 2.51
$ 786.2
$ 2.21
$ 603.3
$ 1.80

TABLE OF CONTENTS



~~110~~	~~2018 PROXY STATEMENT~~

APPENDIX A


	Year Ended December 31						Year Ended December 31
	2005**						2007**		2006**			2005**
	(in millions)			per share *			(in millions)	per share *	(in millions)		per share *	(in millions)	per share *
Net Income	$	513.6		$	1.64		$ 679.3	$ 1.91	$ 411.0		$ 1.23	$ 513.6	$ 1.64
Excluding:
Income from Discontinued Operations	9.6			0.03			6.9	0.02	7.4	��	0.02	9.6	0.03
Net Realized Investment Loss (net of tax benefit of $2.4)	(4.3		)	(0.02		)
Regulatory Reassessment Charges (net of tax benefit of $1.1)	(51.6		)	(0.16		)
Other (net of tax expense of $1.7)	4.0			0.01
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $(22.0); $0.7; $(2.4))							(43.2)	(0.12)	1.5		0.01	(4.3)	(0.02)
Regulatory Reassessment Charges (net of tax benefit of $31.3; $129.0; $1.1)							(34.5)	(0.10)	(267.4)		(0.79)	(51.6)	(0.16)
Debt Extinguishment Costs (net of tax benefit of $20.5; $8.9; $-)							(38.3)	(0.11)	(16.9)		(0.05)	—	—
Other (net of tax expense (benefit) of $-; $(5.8); $1.7)							—	—	(12.7)		(0.04)	4.0	0.01
Special Tax Items	42.8			0.14			2.2	0.01	95.8		0.28	42.8	0.14
After-tax Adjusted Operating Income	$	513.1		$	1.64		$786.2	$2.21	$603.3		$1.80	$513.1	$1.64

*Assuming Dilution.

**Does not reflect the impact of ASU 2010-26.

	12/31/2020
	(in millions)	per share
Total Stockholders' Equity (Book Value)	$ 10,871.0	$ 53.37
Excluding:
Net Unrealized Gain on Securities	1,067.7	5.24
Net Gain on Hedges	97.8	0.48
Subtotal	9,705.5	47.65
Excluding:
Foreign Currency Translation Adjustment	(261.3)	(1.28)
Subtotal	9,966.8	48.93
Excluding:
Unrecognized Pension and Postretirement Benefit Costs	(530.0)	(2.61)
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income	$10,496.8	$51.54

2021 PROXY STATEMENT 121

12/31/2017 12/31/2016 12/31/2015
(in millions) per share (in millions) per share (in millions) per share
Total Stockholders' Equity (Book Value) $ 9,574.9
$ 43.02
$ 8,968.0
$ 39.02
$ 8,663.9
$ 35.96
Excluding:
Net Unrealized Gain on Securities 607.8
2.73
440.6
1.92
204.3
0.84
Net Gain on Cash Flow Hedges 282.3
1.27
327.5
1.42
378.0
1.57
Subtotal 8,684.8
39.02
8,199.9
35.68
8,081.6
33.55
Excluding:
Foreign Currency Translation Adjustment (254.5 ) (1.15 ) (354.0 ) (1.54 ) (173.6 ) (0.72 )
Subtotal 8,939.3
40.17
8,553.9
37.22
8,255.2
34.27
Excluding:
Unrecognized Pension and Postretirement Benefit Costs (508.1 ) (2.28 ) (465.1 ) (2.02 ) (392.6 ) (1.63 )
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income (Loss) $ 9,447.4
$ 42.45
$ 9,019.0
$ 39.24
$ 8,647.8
$ 35.90

TABLE OF CONTENTS



~~2018 PROXY STATEMENT~~	~~111~~

APPENDIX A

	12/31/2019		12/31/2018		12/31/2017
	(in millions)	per share	(in millions)	per share	(in millions)	per share
Total Stockholders' Equity (Book Value)	$ 9,965.0	$ 49.10	$ 8,621.8	$ 40.19	$ 9,574.9	$ 43.02
Excluding:
Net Unrealized Gain (Loss) on Securities	615.9	3.03	(312.4)	(1.46)	607.8	2.73
Net Gain on Hedges	187.8	0.93	250.6	1.17	282.3	1.27
Subtotal	9,161.3	45.14	8,683.6	40.48	8,684.8	39.02
Excluding:
Foreign Currency Translation Adjustment	(281.6)	(1.39)	(305.2)	(1.42)	(254.5)	(1.15)
Subtotal	9,442.9	46.53	8,988.8	41.90	8,939.3	40.17
Excluding:
Unrecognized Pension and Postretirement Benefit Costs	(484.8)	(2.39)	(447.2)	(2.08)	(508.1)	(2.28)
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income (Loss)	$9,927.7	$48.92	$9,436.0	$43.98	$9,447.4	$42.45

	12/31/2016		12/31/2015		12/31/2014
	(in millions)	per share	(in millions)	per share	(in millions)	per share
Total Stockholders' Equity (Book Value)	$ 8,968.0	$ 39.02	$ 8,663.9	$ 35.96	$ 8,521.9	$ 33.78
Excluding:
Net Unrealized Gain on Securities	440.6	1.92	204.3	0.84	290.3	1.15
Net Gain on Hedges	327.5	1.42	378.0	1.57	391.0	1.55
Subtotal	8,199.9	35.68	8,081.6	33.55	7,840.6	31.08
Excluding:
Foreign Currency Translation Adjustment	(354.0)	(1.54)	(173.6)	(0.72)	(113.4)	(0.45)
Subtotal	8,553.9	37.22	8,255.2	34.27	7,954.0	31.53
Excluding:
Unrecognized Pension and Postretirement Benefit Costs	(465.1)	(2.02)	(392.6)	(1.63)	(401.5)	(1.59)
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income	$9,019.0	$39.24	$8,647.8	$35.90	$8,355.5	$33.12

122 2021 PROXY STATEMENT

12/31/2014 12/31/2013 12/31/2012
(in millions) per share (in millions) per share (in millions) per share
Total Stockholders' Equity (Book Value) $ 8,521.9
$ 33.78
$ 8,639.9
$ 33.23
$ 8,604.6
$ 31.84
Excluding:
Net Unrealized Gain on Securities 290.3
1.15
135.7
0.52
873.5
3.23
Net Gain on Cash Flow Hedges 391.0
1.55
396.3
1.52
401.6
1.48
Subtotal 7,840.6
31.08
8,107.9
31.19
7,329.5
27.13
Excluding:
Foreign Currency Translation Adjustment (113.4 ) (0.45 ) (47.1 ) (0.18 ) (72.6 ) (0.26 )
Subtotal 7,954.0
31.53
8,155.0
31.37
7,402.1
27.39
Excluding:
Unrecognized Pension and Postretirement Benefit Costs (401.5 ) (1.59 ) (229.9 ) (0.88 ) (574.5 ) (2.13 )
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income $ 8,355.5
$ 33.12
$ 8,384.9
$ 32.25
$ 7,976.6
$ 29.52

12/31/2011 12/31/2010 12/31/2009
(in millions) per share (in millions) per share (in millions) per share
Total Stockholders' Equity (Book Value) $ 8,168.0
$ 27.91
$ 8,483.9
$ 26.80
$ 8,045.0
$ 24.25
Excluding:
Net Unrealized Gain on Securities 614.8
2.11
416.1
1.31
382.7
1.16
Net Gain on Cash Flow Hedges 408.7
1.39
361.0
1.14
370.8
1.12
Subtotal 7,144.5
24.41
7,706.8
24.35
7,291.5
21.97
Excluding:
Foreign Currency Translation Adjustment (117.6 ) (0.41 ) (107.1 ) (0.34 ) (75.3 ) (0.23 )
Subtotal 7,262.1
24.82
7,813.9
24.69
7,366.8
22.20
Excluding:
Unrecognized Pension and Postretirement Benefit Costs (444.1 ) (1.51 ) (318.6 ) (1.00 ) (330.7 ) (1.00 )
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income $ 7,706.2
$ 26.33
$ 8,132.5
$ 25.69
$ 7,697.5
$ 23.20

12/31/2008
(in millions) per share
Total Stockholders' Equity (Book Value) $ 5,941.5
$ 17.94

Excluding:
Net Unrealized Loss on Securities (837.4 ) (2.53 )
Net Gain on Cash Flow Hedges 458.5
1.38

Subtotal 6,320.4
19.09

Excluding:
Foreign Currency Translation Adjustment (172.8 ) (0.52 )
Subtotal 6,493.2
19.61

Excluding:
Unrecognized Pension and Postretirement Benefit Costs (406.5 ) (1.23 )
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss $ 6,899.7
$ 20.84



~~112~~	~~2018 PROXY STATEMENT~~

~~APPENDIX B~~

TABLE OF CONTENTS

APPENDIX A

~~AMENDED AND RESTATED CERTIFICATE OF INCORPORATION~~

~~UNUM GROUP~~

The present name of the corporation is Unum Group. The corporation was incorporated under the name "Provident Companies, Inc." by the filing of its original certificate of incorporation with the Secretary of State of the State of Delaware on March 22, 1995. This Amended and Restated Certificate of Incorporation of the corporation restates and integrates and further amends the provisions of the corporation's ~~amended and restatedrestated~~ certificate of incorporation as heretofore amended (the “Existing Certificate of Incorporation”). This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware. The Existing Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

~~FIRST: The name of the corporation is Unum Group (the "Corporation").~~

~~SECOND: The address of the registered office of the Corporation in the state of Delaware is~~ ~~2711 Centerville Road, Suite 400251 Little Falls Drive, in the city of Wilmington, county of New Castle, 19808. The name of the Corporation's registered agent at that address is Corporation Service Company.~~

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware as set forth in Title 8 of the Delaware Code ~~(the "GCL")~~.

FOURTH: A. The total number of shares of capital stock which the Corporation shall have authority to issue is 750,000,000 shares, consisting of 725,000,000 shares of Common Stock par value $.10 per share (the "Common Stock") and 25,000,000 shares of Preferred Stock, par value $.10 per share (the "Preferred Stock").

~~B. Shares of Preferred Stock may be issued from time to time in one or more~~ ~~classes or~~ ~~series as may be determined from time to time by the Board of Directors of the Corporation (the "Board of Directors"), each such~~ ~~class or~~ ~~series to be distinctly designated. Except in respect of the particulars fixed by the Board of Directors for~~ ~~classes or~~ series provided for by the Board of Directors as permitted hereby, all shares of Preferred Stock shall be of equal rank and shall be identical. All shares of any one series of Preferred Stock so designated by the Board of Directors shall be alike in every particular, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative. The voting rights, if any, of each such ~~class or~~ ~~series and the preferences and relative, participating, optional and other special rights of each such~~ ~~class or~~ ~~series and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other~~ ~~classes or~~ series at any time outstanding; and the Board of Directors of the Corporation is hereby expressly granted authority to fix, by resolutions duly adopted prior to the issuance of any shares of a particular ~~class or~~



~~2018 PROXY STATEMENT~~	~~113~~

~~APPENDIX B~~

~~series of Preferred Stock so designated by the Board of Directors, the voting powers of stock of such~~ ~~class or~~ ~~series, if any, and the designations, preferences and relative, participating, optional or other special rights and the qualifications, limitations and restrictions of such~~ ~~class or~~ ~~series, including, but without limiting the generality of the foregoing, the following:~~

~~(1)The distinctive designation of, and the number of shares of Preferred Stock which shall constitute, such~~ ~~class or~~ series, and such number may be increased (except where otherwise provided by the Board of Directors) or decreased (but not below the number of shares thereof then outstanding) from time to time by like action of the Board of Directors;

~~(2)The rate and time at which, and the terms and conditions upon which, dividends, if any, on Preferred Stock of such~~ ~~class or~~ series shall be paid, the extent of the preference or relation, if any, of such dividends to the dividends payable on any other class or classes, or series of the same or other classes of stock and whether such dividends shall be cumulative or non-cumulative;

~~(3)The right, if any, of the holders of Preferred Stock of such~~ ~~class or~~ series to convert the same into, or exchange the same for, shares of any other class or classes or of any series of the same or any other class or classes of stock and the terms and conditions of such conversion or exchange;

~~(4)Whether or not Preferred Stock of such~~ ~~class or~~ series shall be subject to redemption, and the redemption price or prices and the time or times at which, and the terms and conditions upon which, Preferred Stock of such class or series may be redeemed;

~~(5)The rights, if any, of the holders of Preferred Stock of such~~ ~~class or~~ ~~series upon the voluntary or involuntary liquidation of the Corporation;~~

~~(6)The terms of the sinking fund or redemption or purchase account, if any, to be provided for the Preferred Stock of such~~ ~~class or~~ ~~series; and~~

~~(7)The voting powers, if any, of the holders of such~~ ~~class or~~ ~~series of Preferred Stock.~~

~~C. Except as otherwise provided in this Certificate of Incorporation, the Board of Directors shall have authority to authorize the issuance~~ ~~(or delegate the power to authorize the issuance of shares in accordance with applicable law), from time to time~~, without any vote or other action by the stockholders, of any or all shares of stock of the Corporation of any class or series at any time authorized, and any securities convertible into or exchangeable for any such shares, and any options, rights or warrants to purchase or acquire any such shares, in each case to such persons and on such terms (including as a dividend or distribution on or with respect to, or in connection with a split or combination of, the outstanding shares of stock of the same or any other class) as the Board of Directors from time to time in its discretion lawfully may determine; ~~provided, however,~~ ~~that the consideration for the issuance of shares of stock of the Corporation having par value~~ ~~(unless issued as such a dividend or distribution or in connection with such a split or combination)~~ ~~shall not be less than such par value. Shares so issued shall be fully paid stock, and the holders of such stock shall not be liable to any further call or assessments thereon.~~

~~D. Except as provided in this Certificate of Incorporation, each holder of Common Stock shall be entitled to one vote for each share of Common Stock held by such holder.~~

~~FIFTH: A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.~~



~~114~~	~~2018 PROXY STATEMENT~~

~~APPENDIX B~~

B. The Board of Directors shall consist of not less than three nor more than fifteen directors. The exact number of directors shall be determined from time to time by resolution adopted by the affirmative vote of a majority of the Board of Directors~~, subject to Article III, Section 11 of the By-Laws of the Corporation~~.

~~C. Subject to the rights of the holders of any Preferred Stock to elect directors:~~

~~(1)~~Until the election of directors at the 2016 annual meeting of stockholders (each annual meeting of stockholders, an “Annual Meeting”), the Board of Directors shall be divided into three classes of directors, designated as Class I, Class II and Class III, each of which shall consist, as nearly as possible, of one-third of the total number of directors constituting the entire Board of Directors. Subject to Sections C(2), C(3) and D of this Article FIFTH, each class of directors shall be elected for a three-year term, and the terms of each class shall be staggered so that only one class of directors will be elected at each Annual Meeting.

~~(2)At each Annual Meeting commencing with the 2014 Annual Meeting, successors to the class of directors whose terms expire at that Annual Meeting shall be elected for a one-year term.~~

~~(3)From and after the election of directors at the 2016 Annual Meeting, the Board of Directors shall cease to be classified.~~

D. If prior to the 2016 Annual Meeting the number of directors is increased in accordance with the terms of this Certificate of Incorporation or the By-Laws, then, except to the extent that an increase in the authorized number of directors occurs in connection with the rights of the holders of Preferred Stock to elect additional directors, any newly created directorship resulting from such increase shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director elected to fill such newly created directorship shall hold office for a term that shall coincide with the remaining term of the class of directors into which such director was elected. From and after the 2016 Annual Meeting, any additional director elected to fill a newly created directorship resulting from an increase in the number of directors shall hold office for a term expiring at the next Annual Meeting. In no case will a decrease in the number of directors shorten the term of any incumbent director.

~~C. A director shall hold office until the~~ ~~Annual Meeting for the year in which his or her term expiresnext annual meeting of stockholders~~ ~~and until his or her successor shall be elected and shall qualify, subject, however, to the director's prior death, resignation, disqualification or removal from office.~~ ~~In no case will a decrease in the number of directors shorten the term of any incumbent director.~~

~~D. The stockholders shall have the right to remove any or all of the directors at any time, but only~~ ~~by the affirmative vote of the holders of~~ ~~eighty percent (80%)a majority~~ ~~of the votes entitled to be cast~~ ~~by the holdersat an election~~ of ~~all outstanding shares of Voting Stock (as hereinafter defined)directors~~ ~~voting together as a single class~~; ~~provided, however,~~ ~~that until the 2016 Annual Meeting, directors may be removed only for cause~~.

E. Any vacancy on the Board of Directors that results from a newly created directorship or for any other reason shall be filled only by the affirmative vote of a majority of the Board of Directors then in office, although less than a quorum, or by a sole remaining director, and may not be filled by any other person or persons. Any director elected to fill a vacancy ~~not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessoror newly created directorship shall hold office for a term expiring at the next annual meeting of stockholders~~.

~~F. Notwithstanding the foregoing, whenever the holders of any one or more~~ ~~classes or~~ series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features



~~2018 PROXY STATEMENT~~	~~115~~

~~APPENDIX B~~

of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto (including the resolutions adopted by the Board of Directors pursuant to Section B of Article FOURTH)~~, and such directors so elected shall not be divided into classes pursuant to Section C of this Article FIFTH unless expressly provided by such terms. Election of directors need not be by written ballot unless the By-Laws so provide.~~

G. The Board of Directors may from time to time determine whether, to what extent, at what times and places and under what conditions and regulations the accounts, books and papers of the Corporation, or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account, book or document of the Corporation, except as and to the extent expressly provided by law with reference to the right of stockholders to examine the original or duplicate stock ledger, or otherwise expressly provided by law, or except as expressly authorized by resolution of the Board of Directors.

H. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and the By-Laws.

~~I. Except as may be otherwise determined by the Board of Directors in fixing the terms of any~~ ~~class or~~ series of Preferred Stock pursuant to Article FOURTH hereof, no action shall be taken by stockholders of the Corporation except at an annual or special meeting of stockholders of the Corporation and the right of stockholders to act by written consent in lieu of a meeting is specifically denied.

SIXTH: A. The Board of Directors shall have concurrent power with the stockholders as set forth in this Certificate of Incorporation to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.

B. ~~Subject to Article III, Section 11 of the By-Laws, theThe~~ Board of Directors may amend the By-Laws of the Corporation upon the affirmative vote of the number of directors which shall constitute, under the terms of the By-Laws, the action of the Board of Directors. Stockholders may ~~not~~ ~~amend the By-Laws of the Corporation~~ ~~except~~ ~~upon the affirmative vote of at least~~ ~~eighty percent (80%)a majority~~ ~~of the votes entitled to be cast~~ byon ~~the~~ ~~holders of all outstanding shares of Voting Stockmatter,~~ ~~voting together as a single class.~~

SEVENTH: A. In addition to any affirmative vote required by law, this Certificate of Incorporation, the By-Laws of the Corporation or otherwise, except as otherwise expressly provided in Section B of this Article SEVENTH, the Corporation shall not engage, directly or indirectly, in any Business Combination (as hereinafter defined) with an Interested Stockholder (as hereinafter defined) without the affirmative vote of (i) not less than eighty percent (80%) of the votes entitled to be cast by the holders of all outstanding shares of Voting Stock voting together as a single class, and (ii) not less than a majority of the votes entitled to be cast by the holders of all outstanding shares of Voting Stock which are beneficially owned by persons other than such Interested Stockholder voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

B. The provisions of Section A of this Article SEVENTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law, this Certificate of Incorporation, the By-Laws or the Corporation, or otherwise, if such Business Combination shall have been approved by a majority (whether such approval is made prior to or subsequent to the acquisition of beneficial ownership of Voting Stock that caused the Interested Stockholder to become an Interested Stockholder) of the Continuing Directors (as hereinafter defined).

~~C. For the purposes of this Certificate of Incorporation:~~



~~116~~	~~2018 PROXY STATEMENT~~

~~APPENDIX B~~

1.~~The term "Business Combination" shall mean:~~

~~(a)~~any merger or consolidation of this Corporation or any Subsidiary (as hereinafter defined) with (i) any Interested Stockholder or (ii) any other corporation (whether or not itself an Interested Stockholder) which is or after such merger or consolidation would be an Affiliate or Associate of an Interested Stockholder; or

~~(b)~~any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions) between the Corporation or any Subsidiary and any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving any assets or securities of the Corporation, any Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder the value of which would constitute, immediately prior to such transaction, a Substantial Part (as hereinafter defined) of the assets of the Corporation; or

~~(c)~~the adoption of any plan or proposal for the liquidation or dissolution of, or similar transaction involving, the Corporation proposed by or on behalf of an Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

~~(d)~~any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of any Subsidiary, that is beneficially owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

~~(e)any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d).~~

2.The term "Capital Stock" shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Certificate of Incorporation, and the term "Voting Stock" shall mean all Capital Stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally.

3.The term "person" shall mean any individual, firm, corporation or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.

4.The term "Interested Stockholder" shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any Subsidiary or any trustee of or fiduciary with respect to any such plan or any trust or any other entity formed for the purposes of holding Voting Stock for the purpose of funding any such plan or funding other employee benefits for employees of the Corporation or any Subsidiary, in each case when acting in such capacity) who (a) is the beneficial owner of Voting Stock representing fifteen percent (15%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing fifteen percent (15%) or more of the votes entitled to be cast by the holders of all then outstanding share of Voting Stock.



~~2018 PROXY STATEMENT~~	~~117~~

~~APPENDIX B~~

5.A person shall be a "beneficial owner" of any Capital Stock (a) which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; (b) which such person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or (c) which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph 4 of this Section C, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of Paragraph 5 of this Section C, but shall not include any other shares of Capital Stock that may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

6.The terms "Affiliate" and "Associate" shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Act"), (the term "registrant" in Rule 12b-2 meaning in this case the Corporation).

7.~~The term "Subsidiary" means any corporation of which a majority of any class of equity security is beneficially owned by the Corporation;~~ ~~provided, however,~~ that for the purposes of the definition of Interested Stockholder set forth in Paragraph 4 of this Section C, the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is beneficially owned by the Corporation.

8.The term "Continuing Director" means any member of the Board of Directors, while such person is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director, while such successor is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and is recommended or elected to succeed the Continuing Director by a majority of Continuing Directors. In order for a Business Combination or other action to be approved, or a fact or other matter to be determined, "by a majority of the Continuing Directors" hereunder, there must be one or more Continuing Directors then serving on the Board of Directors.

9.The term "Substantial Part" means assets having an aggregate Fair Market Value (as hereinafter defined) in excess of ten percent (10%) of the book value of the total consolidated assets of the Corporation and its Subsidiaries as of the end of the Corporation's most recent fiscal year ending prior to the time the stockholders of the Corporation would be required to approve or authorize the Business Combination involving assets constituting any such Substantial Part.

~~10.~~The term "Fair Market Value" means (a) in the case of cash, the amount of such cash; (b) in the case of stock, the highest closing sale price, during the 30-day period immediately preceding the date in question, of a share of such stock on the Composite Tape for New York Stock Exchange, Inc. Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, Inc., or , if such stock is not listed on such exchange, on the principal United States securities exchange registered under the Act on which such stock is listed, or if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock, during the 30-day period preceding the date in question, on the National Association of Securities Dealers, Inc. Automated Quotation System or any similar system then in use, or if no such quotations are available, the fair market value on the



~~118~~	~~2018 PROXY STATEMENT~~

~~APPENDIX B~~

date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (c) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors.

D. A majority of the Continuing Directors shall have the power and duty to determine for the purposes of this Article SEVENTH, on the basis of information known to them after reasonable inquiry, (a) whether a person is an Interested Stockholder, (b) the number of shares of Capital Stock or other securities beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another and (d) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by this Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value in excess of the amount set forth in Paragraph 1(b) of Section C of this Article SEVENTH. Any such determination made in good faith shall be binding and conclusive on all parties.

~~E. Nothing contained in this Article SEVENTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.~~

~~SEVENTH:~~ ~~When considering a merger, consolidation, Business CombinationWhen considering a merger; consolidation; sale; lease or exchange of all or substantially all of its assets or property;~~ or similar transaction, the Board of Directors, committees of the Board of Directors, individual directors and individual officers may, in considering the best interests of the Corporation and its stockholders, consider the effects of any such transaction upon the employees, customers and suppliers of the Corporation, and upon communities in which offices of the Corporation are located.

NINTH: Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), (i) the affirmative vote of the holders of not less than eighty percent (80%) of the votes entitled to be cast by the holders of all outstanding shares of Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, Articles FIFTH and SIXTH, and (ii) the affirmative vote of the holders of (x) not less than eighty percent (80%) of the votes entitled to be cast by the holders of all outstanding shares of Voting Stock voting together as a single class, and (y) not less than a majority of the votes entitled to be cast by the holders of all outstanding shares of Voting Stock which are beneficially owned by persons other than Interested Stockholders, if any, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with Articles SEVENTH and NINTH; provided, however, that, with respect to Articles FIFTH, SIXTH, SEVENTH, and NINTH such special voting requirements shall not apply to, and such special votes shall not be required for, any amendment, repeal or adoption recommended by the Board of Directors if a majority of the directors then in office are persons who would be eligible to serve as Continuing Directors.

EIGHTH: No director shall be personally liable to the Corporation or any of its stockholders for monetary damages for any breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit. Any repeal of modification of this Article ~~TENTHEIGHTH~~ by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

NINTH: Subject to the provisions of this Certificate of Incorporation, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now



~~2018 PROXY STATEMENT~~	~~119~~

~~APPENDIX B~~

~~or thereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.~~

~~IN WITNESS WHEREOF, the undersigned has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this~~ ~~23rd[●] day of May,~~ ~~20132018~~.

~~UNUM GROUP~~

~~By: ___________________________~~

~~Name:~~

~~Office:~~

	12/31/2013		12/31/2012		12/31/2011
	(in millions)	per share	(in millions)	per share	(in millions)	per share
Total Stockholders' Equity (Book Value)	$ 8,639.9	$ 33.23	$ 8,604.6	$ 31.84	$ 8,168.0	$ 27.91
Excluding:
Net Unrealized Gain on Securities	135.7	0.52	873.5	3.23	614.8	2.11
Net Gain on Hedges	396.3	1.52	401.6	1.48	408.7	1.39
Subtotal	8,107.9	31.19	7,329.5	27.13	7,144.5	24.41
Excluding:
Foreign Currency Translation Adjustment	(47.1)	(0.18)	(72.6)	(0.26)	(117.6)	(0.41)
Subtotal	8,155.0	31.37	7,402.1	27.39	7,262.1	24.82
Excluding:
Unrecognized Pension and Postretirement Benefit Costs	(229.9)	(0.88)	(574.5)	(2.13)	(444.1)	(1.51)
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income	$8,384.9	$32.25	$7,976.6	$29.52	$7,706.2	$26.33

	12/31/2010		12/31/2009		12/31/2008
	(in millions)	per share	(in millions)	per share	(in millions)	per share
Total Stockholders' Equity (Book Value)	$ 8,483.9	$ 26.80	$ 8,045.0	$ 24.25	$�� 5,941.5	$ 17.94
Excluding:
Net Unrealized Gain (Loss) on Securities	416.1	1.31	382.7	1.16	$(837.4)	$(2.53)
Net Gain on Hedges	361.0	1.14	370.8	1.12	458.5	1.38
Subtotal	7,706.8	24.35	7,291.5	21.97	6,320.4	19.09
Excluding:
Foreign Currency Translation Adjustment	(107.1)	(0.34)	(75.3)	(0.23)	(172.8)	(0.52)
Subtotal	7,813.9	24.69	7,366.8	22.20	6,493.2	19.61
Excluding:
Unrecognized Pension and Postretirement Benefit Costs	(318.6)	(1.00)	(330.7)	(1.00)	(406.5)	(1.23)
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income (Loss)	$8,132.5	$25.69	$7,697.5	$23.20	$6,899.7	$20.84

2021 PROXY STATEMENT 123

TABLE OF CONTENTS



~~120~~	~~2018 PROXY STATEMENT~~



~~2018 PROXY STATEMENT~~	~~121~~



~~2018 PROXY STATEMENT~~	~~122~~



NOTICE OF 2018 ANNUAL MEETING	5	Compensation Program Structure
PROXY SUMMARY	6	and Committee Decisions	50
Performance Highlights	6	Individual Performance Assessments	55
Capital Generation for Shareholders	8	Company Performance Targets	58
Total Shareholder Return	9	Compensation Decisions	63
2017 Say-on-Pay Vote and Shareholder		Severance and Change in Control Arrangements	72
Outreach	10	Compensation Policies and Practices	73
Key Corporate Governance and Executive		REPORT OF THE HUMAN CAPITAL COMMITTEE	75
Compensation Practices	11	COMPENSATION TABLES	76
Voting Items	12	2017 Summary Compensation Table	76
CORPORATE GOVERNANCE	13	2017 Grants of Plan-Based Awards	79
Board Overview	13	2017 Outstanding Equity Awards at Fiscal
Board Evaluation Process	16	Year-End	80
Process for Selecting and Nominating Directors	17	Vesting Schedule for Unvested Restricted
INFORMATION ABOUT THE BOARD OF DIRECTORS	19	Stock Units	81
Director Nominees	19	2017 Option Exercises and Stock Vested	81
Additional Current Director - Retiring at the		POST-EMPLOYMENT COMPENSATION	82
2018 Annual Meeting	24	Pension Benefits	82
Summary of Director Qualifications and Experience	25	Non-Qualified Deferred Compensation	85
Director Independence	26	Other Post-Employment Payments	86
Director Compensation	26	CEO PAY RATIO	92
BOARD AND COMMITTEE GOVERNANCE	30	OWNERSHIP OF COMPANY SECURITIES	93
Corporate Governance Guidelines	30	Security Ownership of Certain Shareholders	94
Board Leadership Structure	30	Section 16(a) - Beneficial Ownership
Board Meetings and Attendance	31	Reporting Compliance	95
Committees of the Board	32	ITEMS TO BE VOTED ON	96
Limits on Board and Audit Committee Service	34	Election of Directors	96
The Board's Role in Risk Oversight	34	Advisory Vote to Approve Executive
Director Retirement Policy	35	Compensation	96
Compensation Committee Interlocks		Ratification of Appointment of Independent
and Insider Participation	36	Registered Public Accounting Firm	97
Related Party Transactions and Policy	36	Approval of an Amended and Restated Certificate
Codes of Conduct and Ethics	37	of Incorporation, Including the Elimination of
OTHER GOVERNANCE MATTERS	38	Supermajority Voting Requirements	98
Shareholder Engagement	38	ABOUT THE 2018 ANNUAL MEETING	100
Corporate Social Responsibility	38	ADDITIONAL INFORMATION	104
REPORT OF THE AUDIT COMMITTEE	41	APPENDIX A	107
COMPENSATION DISCUSSION AND ANALYSIS	44	Reconciliation of Non-GAAP Financial Measures	107
Business and Performance Review	44	APPENDIX B	113
Executive Compensation	49	Amended and Restated Certificate of Incorporation	113
Key Practices	49
2017 Say-on-Pay Vote and Shareholder
Outreach	49



NON-EMPLOYEE DIRECTOR COMPENSATION
	2018 Pay	2017 Pay
All Directors:
Annual cash retainer	$110,000	$110,000
Annual restricted stock unit award	150,000	150,000
Committee Chairs:
Additional annual cash retainer - Audit Committee	25,000	22,500
Additional annual cash retainer - Human Capital Committee	20,000	17,500
Additional annual cash retainer - Risk and Finance Committee	20,000	10,000
Additional annual cash retainer - Governance Committee	15,000	10,000
Additional annual cash retainer - Regulatory Compliance Committee	15,000	10,000
Board Chairman:
Additional annual cash retainer (paid in quarterly installments)	200,000	200,000



NON-EMPLOYEE DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash⁽¹⁾	Stock Awards⁽²⁾	All Other Compensation⁽³⁾	Total
Theodore H. Bunting, Jr.	$110,000	$150,002	—	$260,002
E. Michael Caulfield	132,500	150,002	10,000	292,502
Joseph J. Echevarria	109,959	150,002	—	259,961
Cynthia L. Egan	123,354	150,002	10,000	283,356
Pamela H. Godwin	120,000	150,002	—	270,002
Kevin T. Kabat	260,647	150,002	—	410,649
Timothy F. Keaney	120,000	150,002	—	270,002
Gloria C. Larson	119,992	150,002	10,000	279,994
Edward J. Muhl	—	—	5,000	5,000
Ronald P. O'Hanley	109,959	150,002	10,000	269,961
Francis J. Shammo	110,000	150,002	—	260,002
Thomas R. Watjen	80,000	—	5,000	85,000



Director Name	Number of Unvested Restricted Stock Units at Fiscal Year End	Director Name	Number of Unvested Restricted Stock Units at Fiscal Year End
Theodore H. Bunting, Jr.	3,334	Kevin T. Kabat	3,334
E. Michael Caulfield	3,334	Timothy F. Keaney	3,334
Joseph J. Echevarria	3,334	Gloria C. Larson	3,334
Cynthia L. Egan	3,334	Ronald P. O'Hanley	3,334
Pamela H. Godwin	3,334	Francis J. Shammo	3,334



Name	Term Expires	Audit	Risk & Finance	Governance	Human Capital	Regulatory Compliance
Theodore H. Bunting, Jr.	2018	●			●
E. Michael Caulfield	2018	Chair	●
Susan D. DeVore⁽¹⁾	2018	●
Joseph J. Echevarria⁽²⁾	2018		●	●
Cynthia L. Egan⁽³⁾	2018				Chair	●
Pamela H. Godwin⁽⁴⁾⁽⁵⁾	2018			●		●
Kevin T. Kabat⁽⁶⁾	2018			Chair	●
Timothy F. Keaney	2018	●	Chair
Gloria C. Larson	2018			●		Chair
Richard P. McKenney	2018
Ronald P. O'Hanley	2018		●		●
Francis J. Shammo	2018	●				●
2017 Committee Meetings		10	6	6	7	5



2017 ANNUAL INCENTIVE AWARD PERFORMANCE TARGETS AND RESULTS ($s/£s IN MILLIONS)
Performance Measure	Component Weighting	Threshold⁽¹⁾	Target	Maximum	Actual
Unum Group
After-tax adjusted operating income⁽²⁾	35%	$688.8	$918.4	$1,056.2	$976.2
Consolidated adjusted operating return on equity⁽³⁾	15%	8.22%	10.95%	12.60%	11.6%
Earned premium⁽⁴⁾	15%	$6,355.2	$7,476.7	$8,972.1	$7,467.9
Sales	15%	$1,248.4	$1,664.6	$2,330.4	$1,734.6
Customer experience⁽⁵⁾	10%	270%	300%	450%	307%
Operating expense ratio⁽⁶⁾	10%	19.70%	17.70%	15.70%	17.42%
Investments
Net investment income⁽⁷⁾	50%	$2.299.6	$2,424.6	$2,549.6	$2,454.3
Avoided losses⁽⁸⁾	25%	$(100.0)	$7.4	$150.0	$14.9
Market composite⁽⁹⁾	25%	83%	100%	175%	119.2%



TARGETS FOR PERFORMANCE SHARE UNITS (PSUs) GRANTED IN 2017
Corporate Performance Factors	Driver of Shareholder Value	Component Weighting	Threshold	Target	Maximum
Average 3-year Adjusted Operating Return on Equity (2017-2019)	Capital Management Effectiveness	50%	8.10%	10.80%	12.42%
Average 3-year After-Tax Adjusted Operating EPS (2017-2019)	Profitability	50%	$3.22	$4.30	$4.95
Relative Total Shareholder Return		Modifier Percentile	-20% @ 35th	0 @ 50th	+20% @ 75th



2017 ANNUAL BASE SALARY DECISIONS
Name	2017	2016	Change
Mr. McKenney	$1,000,000	$1,000,000	–
Mr. McGarry	630,000	600,000	+5.0%
Mr. Simonds	615,000	600,000	+2.5%
Ms. Farrell	460,000	453,000	+1.5%
Ms. Iglesias	505,000	495,000	+2.0%



2017 ANNUAL INCENTIVE TARGET DECISIONS
Name	2017	2016	Change
Mr. McKenney	175%	175%	–
Mr. McGarry	100%	100%	–
Mr. Simonds	90%	90%	–
Ms. Farrell	120%	120%	–
Ms. Iglesias	75%	75%	–



ANNUAL INCENTIVE PAID IN 2018							(for 2017 performance)
Executive	2017 Incentive Target (%)		Eligible Earnings ($)		Company Performance (%)		Individual Performance (%)		2017 Annual Incentive Paid ($)
Mr. McKenney⁽¹⁾	175%	X	1,000,000	X	120%	X	115%	=	2,415,000
Mr. McGarry⁽¹⁾	100%	X	623,077	X	120%	X	110%	=	822,462
Mr. Simonds⁽¹⁾	90%	X	611,538	X	120%	X	120%	=	792,554
Ms. Farrell⁽²⁾	120%	X	458,385	X	118.5%	X	100%	=	651,822
Ms. Iglesias⁽¹⁾	75%	X	502,692	X	120%	X	100%	=	452,423



LONG-TERM INCENTIVE GRANTED IN 2017				(for 2016 Performance)
Executive	Long-Term Incentive Target		Individual Performance		2017 Long-Term Incentive Grant⁽²⁾
Mr. McKenney⁽¹⁾	$5,250,000	X	105%	=	$5,512,500
Mr. McGarry	900,000	X	111%	=	$1,000,000
Mr. Simonds	900,000	X	111%	=	$1,000,000
Ms. Farrell	453,000	X	105%	=	$475,650
Ms. Iglesias	618,750	X	100%	=	$618,750



Executive	Grant Date Fair Market Value	Performance Share Units Granted (Mar. 2017)	Restricted Stock Units Granted (Mar. 2017)
Mr. McKenney	$5,499,957	55,154	55,154
Mr. McGarry	999,992	10,028	10,028
Mr. Simonds	999,992	10,028	10,028
Ms. Farrell	475,664	4,770	4,770
Ms. Iglesias	618,763	6,205	6,205



2015 PERFORMANCE SHARE UNIT (PSU) AWARDS
Corporate Performance Factors	Component Weighting	Threshold	Target	Maximum	Actual
Average 3-year Adjusted Operating Return on Equity (2015-2017)	50%	8.12%	10.83%	12.45%	11.33%
Average 3-year After-Tax Adjusted Operating EPS (2015-2017)	50%	$2.82	$3.76	$4.33	$3.93
Relative Total Shareholder Return	Modifier Percentile	-20% @ 35th	0 @ 50th	+20% @ 75th	@ 87.5th



2018 ANNUAL BASE SALARY DECISIONS
Name	2018	2017	Change
Mr. McKenney	$1,000,000	$1,000,000	–
Mr. McGarry	630,000	630,000	–
Mr. Simonds	630,375	615,000	+2.5%
Ms. Farrell	460,000	460,000	–
Ms. Iglesias	525,200	505,000	+4.0%



2018 ANNUAL INCENTIVE TARGET DECISIONS
Name	2018	2017	Change
Mr. McKenney	200%	175%	+25 pts
Mr. McGarry	110%	100%	+10 pts
Mr. Simonds	100%	90%	+10 pts
Ms. Farrell	120%	120%	–
Ms. Iglesias	90%	75%	+15 pts



STOCK OWNERSHIP AND RETENTION REQUIREMENTS				(as of December 31, 2017)
				Ownership as % of Salary		Retention Requirements
Executive	Common Stock⁽¹⁾	Restricted Stock Units⁽²⁾	Total Current Ownership	Owned	Required	Retention %⁽³⁾	Holding Period⁽⁴⁾
Mr. McKenney	$10,940,840	$7,434,905	$18,375,745	18.4x	6x	75%	3 years
Mr. McGarry	2,566,437	1,352,984	3,919,421	6.2x	3x	60%	1 year
Mr. Simonds	2,120,565	1,473,632	3,594,197	5.8x	3x	60%	1 year
Ms. Farrell	2,049,208	693,810	2,743,018	6.0x	3x	60%	1 year
Ms. Iglesias	663,455	1,438,996	2,102,451	4.2x	3x	60%	1 year



		Salary	Bonus	Stock Awards			Option Awards	Non-Equity Incentive Plan Compen- sation			Change in Pension Value & Non-qualified Deferred Compensation Earnings			All Other Compen- sation			TOTAL
Name and Principal Position⁽¹⁾	Year	($)	($)	($)⁽²⁾			($)	($)			($)			($)			($)
Richard P. McKenney
President and Chief Executive Officer, and a Director	2017	1,000,000	—	5,720,021	⁽³	⁾	—	2,415,000	⁽⁴	⁾	119,000	⁽⁵	⁾	429,925	⁽⁶	⁾	9,683,946
	2016	994,231	—	5,176,835			—	2,100,937			84,000			315,316			8,671,319
	2015	905,000	—	3,051,050			—	1,527,033			—			247,931			5,731,014
John F. McGarry
Executive Vice President and Chief Financial Officer	2017	623,077	—	1,040,004	⁽³	⁾	—	822,462	⁽⁴	⁾	322,000	⁽⁵	⁾	231,242	⁽⁶	⁾	3,038,785
	2016	588,461	—	912,245			—	744,404			273,000			196,724			2,714,834
	2015	517,860	—	629,287			—	509,513			—			221,024			1,877,684
Michael Q. Simonds
Executive Vice President, President and Chief Executive Officer, Unum US	2017	611,538	—	1,040,004	⁽³	⁾	—	792,554	⁽⁴	⁾	248,000	⁽⁵	⁾	132,521	⁽⁶	⁾	2,824,617
	2016	594,231	—	953,678			—	676,532			168,000			127,479			2,519,920
	2015	566,346	—	961,052			—	564,888			—			113,967			2,206,253
Breege A. Farrell
Executive Vice President and Chief Investment Officer	2017	458,385	—	494,697	⁽³	⁾	—	651,822	⁽⁴	⁾	47,000	⁽⁵	⁾	112,834	⁽⁶	⁾	1,764,738
	2016	451,500	—	448,816			—	598,689			38,000			99,493			1,636,498
	2015	444,618	—	443,024			—	557,551			—			109,762			1,554,955
Lisa G. Iglesias
Executive Vice President and General Counsel	2017	502,692	—	643,520	⁽³	⁾	—	452,423	⁽⁴	⁾	—	⁽⁵	⁾	105,505	⁽⁶	⁾	1,704,140
	2016	492,692	—	639,854			—	424,946			—			91,033			1,648,525
	2015	470,077	—	1,149,997			—	381,291			—			40,410			2,041,775



2017 ALL OTHER COMPENSATION
	Mr. McKenney		Mr. McGarry		Mr. Simonds		Ms. Farrell		Ms. Iglesias
Employee and Spouse/Guest Attendance at Company Business Functions^(a)	52,009		—		4,178		—		4,597
Total Perquisites		$52,009		$—		$4,178		$—		$4,597
Matching Gifts Program^(b)	10,000		3,200		200		10,000		10,000
Company Matching Contributions Under our Qualified and Non-Qualified Defined Contribution Retirement Plan^(c)	155,047		68,374		64,404		52,854		46,382
Non-Resident State Taxes^(d)	43,677		1,420		1,515		2,355		2,385
Company Contributions to the Qualified and Non-Qualified Defined Contribution Retirement Plan^(e)	139,542		154,811		57,963		47,568		41,744
Tax Reimbursement Payments^(f)	29,650		114		4,261		57		397
Foreign Assignment^(g)	—		3,323		—		—		—
Total All Other Compensation		$429,925		$231,242		$132,521		$112,834		$105,505



Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards (#)⁽³⁾			All Other Stock Awards (Number of Shares of Stock or Units)	Grant Date Fair Value of Stock Awards
Grant Date	Threshold	Target	Max	Threshold	Target	Max	(#)⁽⁴⁾	($)
Mr. McKenney
—	437,500	1,750,000	3,281,250
3/1/2017							55,154	2,749,978	⁽⁵⁾
3/1/2017				22,062	55,154	99,277		2,970,043	⁽⁶⁾
Mr. McGarry ⁽²⁾
—	155,769	623,077	1,168,269
3/1/2017							10,028	499,996	⁽⁵⁾
3/1/2017				4,011	10,028	18,050		540,008	⁽⁶⁾
Mr. Simonds
—	137,596	550,385	1,031,972
3/1/2017							10,028	499,996	⁽⁵⁾
3/1/2017				4,011	10,028	18,050		540,008	⁽⁶⁾
Ms. Farrell
—	137,516	550,062	1,031,366
3/1/2017							4,770	237,832	⁽⁵⁾
3/1/2017				1,908	4,770	8,586		256,865	⁽⁶⁾
Ms. Iglesias
—	94,255	377,019	706,911
3/1/2017							6,205	309,381	⁽⁵⁾
3/1/2017				2,482	6,205	11,169		334,139	⁽⁶⁾



Option Awards				Stock Awards
Number of Securities Underlying Unexercised Options	Number of Securities Underlying Unexercised Options	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested	Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested⁽²⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested⁽³⁾
(# Exercisable)	(# Unexercisable)	($)		(#)	($)	(#)	($)
Mr. McKenney
39,760	—	24.25	2/20/2021	135,450	7,434,851	272,680	14,967,405
Mr. McGarry
—	—	—	—	24,649	1,352,984	48,614	2,668,422
Mr. Simonds
—	—	—	—	26,847	1,473,632	49,991	2,744,006
Ms. Farrell
—	—	—	—	12,639	693,755	23,620	1,296,502
Ms. Iglesias
—	—	—	—	26,216	1,438,996	32,585	1,788,591



	Option Awards		Stock Awards⁽³⁾
Name	Number of Shares Acquired on Exercise⁽¹⁾ (#)	Value Realized on Exercise⁽²⁾ ($)	Number of Shares Acquired on Vesting⁽⁴⁾ (#)	Value Realized on Vesting⁽⁵⁾ ($)
Mr. McKenney	60,318	1,439,210	124,111	6,435,747
Mr. McGarry	—	—	25,423	1,318,728
Mr. Simonds	—	—	35,638	1,858,978
Ms. Farrell	—	—	17,787	922,839
Ms. Iglesias	—	—	15,659	728,307



BENEFICIAL OWNERSHIP OF COMMON STOCK				(as of March 15, 2018)
Name	Shares of Common Stock⁽¹⁾	Shares Subject to Exercisable Options⁽²⁾	Shares Subject to Settleable Rights or Units^(3)(4)(5)	Total Shares Beneficially Owned	Percent of Class
Theodore H. Bunting, Jr.	16	—	18,477	18,493	*
E. Michael Caulfield	3,890	—	31,830	35,719	*
Susan D. DeVore	—	—	—	—	*
Joseph J. Echevarria	—	—	11,034	11,034	*
Cynthia L. Egan	6,978	—	—	6,978	*
Pamela H. Godwin	32,737	—	9,613	42,351	*
Kevin T. Kabat	27,434	—	11,386	38,820	*
Timothy F. Keaney	23,477	—	3,349	26,826	*
Gloria C. Larson	—	—	72,847	72,847	*
Ronald P. O'Hanley	4,918	—	5,326	10,244	*
Francis J. Shammo	4,279	—	3,257	7,536	*
Richard P. McKenney	278,355	39,760	—	318,115	*
John F. McGarry	59,459	—	24,330	83,790	*
Michael Q. Simonds	52,943	—	—	52,943	*
Breege A. Farrell	49,371	—	—	49,371	*
Lisa G. Iglesias	25,362	—	—	25,362	*
All directors and executive officers as a group (20 persons)	638,054	39,760	201,274	879,088	*



Mr. Bunting	—	Mr. Kabat	8,978
Mr. Caulfield	14,445	Mr. Keaney	2,292
Ms. DeVore	—	Ms. Larson	43,316
Mr. Echevarria	6,061	Mr. O'Hanley	5,326
Ms. Egan	—	Mr. Shammo	—
Ms. Godwin	10,585



BENEFICIAL OWNERSHIP
Name of Beneficial Owner	Address of Beneficial Owner	Amount of Beneficial Ownership	Percent of Common Stock Outstanding
The Vanguard Group, Inc.⁽¹⁾	100 Vanguard Blvd. Malvern, PA 19355	24,734,732	11.02%
FMR LLC⁽²⁾	245 Summer Street Boston, MA 02210	19,504,945	8.69%
BlackRock, Inc.⁽³⁾	55 East 52nd Street New York, NY 10022	16,736,174	7.50%
State Street Corporation⁽⁴⁾	One Lincoln Street Boston, MA 02111	11,606,825	5.17%

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.