(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.(5)Each of the awards granted to Mr. Simonds during 2023 was forfeited when he resigned from the company in February 2024.
| | | | | | | | | | | | 92 | | | 2024 UNUM GROUP PROXY STATEMENT |
20202023 Outstanding Equity Awards at Fiscal Year-End | 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. |
TABLE OF CONTENTS
Vesting Schedule for Unvested Performance Based Restricted Stock Units | 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 | |
| | | | | | | | | | | | | | | | | | | | | | | Number of Units Vesting(1) | Vesting Date | Grant Date | McKenney | Zabel | Iglesias | Arnold | Simonds(2) | March 1, 2024 | 3/1/2021 | 46,876 | 7,501 | 4,641 | 4,102 | 10,594 | March 1, 2024 | 3/1/2022 | 51,563 | 9,495 | 4,558 | 4,220 | 11,816 | March 1, 2024 | 3/1/2023 | 32,587 | 6,372 | 3,263 | 2,376 | 8,603 | March 1, 2025 | 3/1/2022 | 53,125 | 9,784 | 4,696 | 4,349 | 12,175 | March 1, 2025 | 3/1/2023 | 32,587 | 6,373 | 3,263 | 2,376 | 8,603 | March 1, 2026 | 3/1/2023 | 33,575 | 6,566 | 3,362 | 2,448 | 8,864 | August 24, 2026(3) | 8/24/2020 | 63,365 | 3,852 | 6,721 | 5,658 | 15,841 | Total | | 313,678 | 49,943 | 30,504 | 25,529 | 76,496 |
(1)Dividend equivalents accrue and settle in cash to the extent that the underlying RSUs and SSUs vest. (2)Each of the unvested restricted stock units, and the related accrued cash dividends, for Mr. Simonds were forfeited when he resigned from the company effective February 9, 2024. (3)These SSUs are eligible for accelerated vesting after a five-year performance period, conditioned upon achievement of the performance hurdles during the applicable performance period. See the details of the Success Incentive Plan beginning on page 62 of our 2021 Proxy Statement.
| (1)
| | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | 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. | 93 |
(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. |
2023 Stock Vested | | | | | | | | | | Stock Awards | | Number of Shares Acquired on Vesting(1) | Value Realized on Vesting(2)(3) | | (#) | ($) | McKenney(4) | 205,018 | 9,920,673 | Zabel | 25,775 | 1,237,893 | Iglesias | 21,001 | 1,018,118 | Arnold | 18,707 | 906,523 | Simonds | 46,459 | 2,248,045 |
(1)Reflects the number of restricted stock units (RSUs) and stock success units (SSUs) that vested during 2023. A portion of the shares acquired upon each vesting event were withheld to cover taxes due upon vesting. (2)RSUs were multiplied by the closing stock price on the vesting date, March 1, 2023. One-third of the SSUs that were granted in 2020 vested on December 31, 2023. They were multiplied by the closing stock price of $45.22 on December 29, 2023, the last trading day of the year. SSU performance was certified on February 19, 2024 (a holiday) and distributed based on the closing stock price on February 16, 2024 (the prior trading day) of $48.73 per share. (3)Our NEOs had the following amounts (rounded) of accrued cash dividends on their vested RSUs and SSUs: $599,529 for Mr. McKenney; $64,634 for Mr. Zabel; $63,386 for Ms. Iglesias; $55,967 for Mr. Arnold; and $136,290 for Mr. Simonds. Accrued cash dividends are included in the "Value Realized on Vesting" column and were distributed at the time the underlying stock awards were distributed. Prior to the distribution of the vested SSU awards, the first quarter 2024 dividend was paid in February 2024 and was due on the SSUs which had vested on December 31, 2023. Therefore, the following amounts were included in the distribution of the SSUs: $22,448 for Mr. McKenney, $1,364 for Mr. Zabel; $2,381 for Ms. Iglesias; $2,004 for Mr. Arnold; and $5,612 for Mr. Simonds. These February 2024 amounts were excluded from the "Value Realized on Vesting" column above since they were earned after the vesting date of the SSUs. A portion of the cash was withheld to cover taxes due upon vesting. (4)Per the terms of the award agreement, 50% of Mr. McKenney's 2020 RSU awards (representing 23,229 shares that vested during 2023) were settled in cash.
| | | | | | | | | | | | 94 | | | | Option Awards
| | | Stock Awards(1)
| |
| 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 $26.63 per share.2024 UNUM GROUP PROXY STATEMENT |
Current Value of Pension Benefits Pension benefits payable to each NEO (excluding Mr. Zabel and Ms. Iglesias, who do not participate in the company's pension plans) are summarized in the following table:table. PENSION BENEFITS | | | | | | | | | | | | | | | PENSION BENEFITS | | Plan Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefits(2) ($) | Payments During Last Fiscal Year ($) | McKenney | Qualified | 4.42 | 103,000 | — | Excess | 4.42 | 566,000 | — | Arnold | Qualified | 28.83 | 1,182,000 | — | Excess | 28.83 | 600,000 | — | Simonds | Qualified | 16.25 | 482,000 | — | Excess | 16.25 | 640,000 | — |
| Mr. McKenney | | | Qualified | | | 4.42 | | | 151,000 | | | — | | | Excess | | | 4.42 | | | 825,000 | | | — | | | Mr. Zabel(1) | | | Qualified | | | — | | | — | | | — | | | Excess | | | — | | | — | | | — | | | Mr. Simonds | | | Qualified | | | 16.25 | | | 795,000 | | | — | | | Excess | | | 16.25 | | | 1,055,000 | | | — | | | Mr. Arnold | | | Qualified | | | 28.83 | | | 1,478,000 | | | — | | | Excess | | | 28.83 | | | 751,000 | | | — | | | Ms. Iglesias(1) | | | Qualified | | | — | | | — | | | — | | | 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 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. |
(3)
| The “Present Value of Accumulated Benefits” is based upon a measurement date of December 31, 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 2020 Form 10-K. All calculations utilize the following assumptions: |
(1)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, 2023 measurement date, no additional pensionable earnings or credited service have been accrued following the freeze date. (2)The "Present Value of Accumulated Benefits" is based upon a measurement date of December 31, 2023, which is the same measurement date used for financial statement reporting purposes for the company’s audited financial statements as found in Note 11 to the Consolidated Financial Statements contained in the company’s 2023 Form 10-K. All calculations utilize the following assumptions: •Retirement Age: Assumes age 65. •Discount Rate: 2.90%5.40% •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.
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 95 |
Non-Qualified Deferred Compensation We havemaintain one active non-qualified defined contribution plan (Non-Qualified Plan) that allows for deferrals of compensation by our NEOs. NON-QUALIFIED DEFERRED COMPENSATION | | | | | | | | | | | | | | | | | | | | | NON-QUALIFIED DEFERRED COMPENSATION | | Plan | Executive Contributions in Last FY(1) | Registrant Contributions in Last FY(2) | Aggregate Earnings in Last FY(3) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(4) | | | ($) | ($) | ($) | ($) | ($) | McKenney | Non-Qualified DC | 226,592 | 430,524 | 1,077,152 | — | 5,969,990 | Zabel | Non-Qualified DC | 87,266 | 165,806 | 163,201 | — | 899,944 | Iglesias | Non-Qualified DC | 215,635 | 102,427 | 306,549 | — | 2,109,279 | Arnold | Non-Qualified DC | 94,436 | 89,714 | 508,347 | — | 2,425,213 | Simonds | Non-Qualified DC | 206,855 | 196,512 | 447,960 | — | 2,628,626 |
| 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)These amounts are included in the Summary Compensation Table, as applicable, in the "Salary" and "Non-Equity Incentive Plan Compensation" columns for 2023 for each NEO. (2)These amounts represent company contributions through our Non-Qualified Plan, as described in the Retirement and Workplace Benefits section. The amounts are included in the "All Other Compensation" column of the Summary Compensation Table for 2023 for each NEO. (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 generally 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. (4)This column includes the following amounts that were reported in prior years' Summary Compensation Tables in the "Salary," "Non-Equity Incentive Plan Compensation," or "All Other Compensation" columns, as applicable, to the extent that the NEO was an NEO at the time: $3,163,438 for Mr. McKenney; $443,244 for Mr. Zabel; $1,307,691 for Ms. Iglesias; $727,580 for Mr. Arnold; and $1,329,597 for Mr. Simonds.
| (1)
| | | | | | | | | | | 96 | | These amounts are included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for 2020 for each NEO.
| (2)
These amounts represent company contributions through our Non-Qualified Plan, as described in the “Retirement and Workplace Benefits” section beginning on page 83. The amounts are included in the “All Other Compensation” column of the Summary Compensation Table for 2020 for each NEO. |
(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. |
(4)
| This column includes the following amounts that were reported in prior years' Summary Compensation Tables in the “Salary,” “Non-Equity Incentive Plan Compensation,” or “All Other Compensation” columns, as applicable, to the extent that the NEO was an NEO at the time: $1,929,823 for Mr. McKenney; $16,911 for Mr. Zabel; $783,547 for Mr. Simonds; $361,458 for Mr. Arnold; and $620,430 for Ms. Iglesias.2024 UNUM GROUP PROXY STATEMENT |
TABLE OF CONTENTSCONTE POST-EMPLOYMENT COMPENSATIONNTS
COMPENSATION TABLES POST-EMPLOYMENT COMPENSATIONPost-Employment CompensationThe discussion below outlines estimated benefits payable to our NEOs under various termination scenarios as of December 31, 2020.2023. 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 constitute a majority 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, each NEO would receive benefits to which he or she is entitled, including any unpaid base salary through the date of termination, accrued vacation, and accrued benefits under the retirement plans. Severance and Change in Control Arrangements We have the following severance and change in control contracts and plans covering the NEOs. Severance BenefitsSEVERANCE 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, severance benefits would be provided to the NEOs as follows: (1) to Mr. McKenney under a severance agreement 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.
96 2021 PROXY STATEMENT | | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 97 |
TABLTABLEE OF CONTENTS
POST-EMPLOYMENT COMPENSATION
COMPENSATION TABLES Change in Control AgreementsCHANGE IN CONTROL AGREEMENTSEach 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 created by the transaction with respect to their future employment. None of the NEOs havehas an excise tax gross-up provision in their agreements.his or her agreement. 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. In the event of termination within the two yearsyear period immediately following the occurrence of a change in control, our NEOs (including Mr. McKenney) would receive the following benefits under their respective agreements: •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 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); •Prorated annual incentive through the date of termination of employment, which prorated amount 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 the other NEOs are provided for up to two years; •Outplacement services (20% of base salary, maximum of $50,000); and •Accelerated vesting of unvested CSUscash incentive units (CIUs), cash success units (CSUs) and equity awards (including SSUs)stock success units (SSUs)), that were assumed upon the change in control, but only if the termination of employment was due to death or disability, by the company without cause, or by the executive for good reason (provided that PSUs wouldreason. The date of a change in control shall be deemed earned at target performance and outstanding stock options would remain exercisable until the earlierlast day of the expiration date orperformance period solely for the 90th day after such terminationpurpose of employment).calculating performance for CIUs. Notwithstanding the above, the change in control payments would be reduced if the reduction would result in greater after-tax proceeds to the executive absent the reduction. Otherwise, the executive would receive the above payments and be responsible for paying any excise tax (e.g., under Section 4999 of the Code) imposed on the payments. Terminations Not Related to a Change in ControlTERMINATIONS NOT RELATED TO A CHANGE IN CONTROL
There are instances in which a NEO’s employment may be terminated that dodoes not involve a change in control. The company may terminate employment for cause or without cause. Additionally, termination of employment may occur upon a NEO’s voluntary resignation, retirement, death, or becoming disabled. In the event of the death, disability or retirement (if eligible) of a NEO, all of the NEO’s unvested PBRSUs andrestricted stock optionsunits (RSUs) 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.vest. In the event of termination of employment as a result of job elimination or TABLE OF CONTENTS
POST-EMPLOYMENT COMPENSATION
requalification (or, in the case of Mr. McKenney, resignation for good reason), the NEOs would vest in a pro-rata portion of earned PSUsCIUs and in the event of termination of employment as a result of death, disability, or retirement, the NEOs would vest in earned PSUs,CIUs, in each case on the date that such awards would otherwise be settled based on actual performance. However, to the extent necessary to avoid the imposition of penalty taxes under Code Section 409A, stock would not be distributed until at least six months after the date of termination.
| | | | | | | | | | | | 98 | | | 2024 UNUM GROUP PROXY STATEMENT |
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, Other NEOs | | | | | CEO, NEOs
| | | | | | | | | | | | Prorated Annual Incentive(2) | | CEO | CEO, Other NEOs | CEO, Other NEOs | | | CEO
| | | CEO, NEOs
| | | CEO, NEOs
| | | If Retirement Eligible | | | Early Vesting of EquityLong-Term Incentive(3)(4) | | CEO | CEO, Other NEOs | CEO, Other NEOs | | | CEO
| | | CEO, NEOs
| | | CEO, NEOs
| | | If Retirement Eligible | | | Benefit Continuation(5) | | CEO | | | | Outplacement Services(6) | | CEO, Other NEOs | | | | CEODisability Benefits(7)
| | | CEO, Other NEOs | | | | | | | | | | | Outplacement Services(6)
| | | | | | CEO, NEOs
| | | | | | | | | | | | Disability Benefits(7)
| | | | | | | | | CEO, NEOs
| | | | | | | | | Group Life Ins. Benefits(8) | | | | CEO, Other NEOs | | | | | | | | | | | CEO, NEOs
| | | | | | Corporate Owned Life Ins.(8) | | | | | | | | | | | | CEO/Other 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. |
(1)
| If Mr. McKenney is terminated without cause or resigns with good reason, he will receive severance of two times the sum of his annual base salary and the average of the annual incentive paid to him in the three years prior to the date of termination. Other NEOs who are terminated without cause will receive 18 months of base salary. See the following table for termination benefits related to a change in control. |
(2)
| Annual incentive will be prorated based on the date of termination of employment. For all NEOs other than Mr. McKenney, the NEO will be eligible for prorated annual incentive in the event of death, disability, or retirement (if eligible) only if such termination occurs on or after the last pay period in June. |
(3)
| If Mr. McKenney is terminated without cause, a prorated portion of his unvested equity awards, with the exception of his 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 all NEOs, absent a change in control, their unvested PBRSUs will accelerate only in the event of death, disability, or retirement (if eligible). Additionally, they would be eligible to receive a prorated portion of the PSUs based on actual performance at the end of the three-year performance cycle. Absent a change in control, all unvested CSUs and SSUs would be forfeited. |
(5)
| If Mr. McKenney is terminated without cause or resigns with good reason, he will receive health and welfare benefits for up to two years. |
(6)
| Outplacement services are capped at 20% of base salary (up to a maximum of $50,000). |
(7)
| Monthly benefits from the company’s long-term disability plan until the earlier of age 65 or death. |
* Mr. McKenney is the only NEO entitled to benefits in the event of a resignation for good reason other than in connection with a change in control. (1)If Mr. McKenney is terminated without cause or resigns with good reason, he will receive severance of two times the sum of his annual base salary and the average of the annual incentive paid to him in the three years prior to the date of termination. Other NEOs who are terminated without cause will receive 18 months of base salary. See the following table for termination benefits related to a change in control. 98 2021 PROXY STATEMENT
(2)Annual incentive will be prorated based on the date of termination of employment. For all NEOs other than Mr. McKenney, the NEO will be eligible for prorated annual incentive in the event of death, disability, or retirement (if eligible) only if such termination occurs on or after the last pay period in June. (3)Mr. McKenney is eligible for retirement status under the terms of the Stock Incentive Plan of 2017 and the 2022 Stock Incentive Plan. Therefore, if he is terminated without cause or resigns for good reason, his unvested RSUs will accelerate vesting under the terms of the award agreements. Additionally, he would be eligible to receive his unvested CIUs based on actual performance at the end of the three-year performance cycle.TABLE OF CONTENTS
POST-EMPLOYMENT COMPENSATION (4)For all NEOs, absent a change in control and in the event of death, disability, or retirement (if eligible), their unvested RSUs will accelerate. Additionally, they would be eligible to receive any unvested CIUs based on actual performance at the end of the three-year performance cycle. Absent a change in control, all unvested CSUs and SSUs would be forfeited.
(5)If Mr. McKenney is terminated without cause or resigns with good reason, he will receive health and welfare benefits for up to two years. (6)Outplacement services are capped at 20% of base salary (up to a maximum of $50,000).(7)Consists of monthly benefits from the company’s long-term disability plan until the earlier of age 65 or death. (8) (8)Group life insurance benefits are $50,000 for each full-time employee. Corporate owned life insurance (COLI) benefits are applicable for each NEO who was eligible at the time of purchase and gave their approval. The beneficiary (as defined in the policy) will receive $200,000 if the NEO is an active employee at death, or $50,000 if the NEO is not an active employee at death. Mr. Arnold is covered under two COLI benefits; his beneficiary will receive a total of $400,000 if Mr. Arnold is active at death, or $50,000 if he is not an active employee at death.
| Group life insurance benefits are $50,000 for each full-time employee. Corporate owned life insurance (COLI) benefits are applicable for each NEO who gave their approval. The beneficiary (as defined in the policy) of Mr. McKenney, Mr. Zabel, Mr. Simonds, and Ms. Iglesias will receive $200,000 if the NEO is an active employee at death, or $50,000 if the NEO is not an active employee at death. Mr. Arnold is covered under two COLI benefits; his beneficiary will receive a total of $400,000 if Mr. Arnold is an active employee at death, or $50,000 if he is not an active employee at death. |
Termination PaymentsTERMINATION 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, 2020.2023. Accordingly, all calculations in the following table were made using the closing market price of our common stock as of $45.22 per share on December 31, 2020 ($22.94 per share).29, 2023, the last trading day of the year. We have excluded amounts received as an annuity under our retirement plans and the “in-the-money” value of vested unexercised stock options held by NEOs since these amounts are not impacted by a termination.plans. The amounts shown in the table also do not include distributions of plan balances under the Non- Qualified Plan. Those amountsNon-Qualified Plan, which are shown in the “Non-QualifiedNon-Qualified Deferred Compensation”Compensation table on page 9596.
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 99 |
The amounts in the following table are hypothetical based on the rules of the SEC. Actual payments depend on the circumstances and timing of any termination. The information provided in this table constitutes forward-looking statements for purposes of the Private Litigation Securities Reform Act of 1995. | | | | | | | | | | | | | | | TERMINATION TABLE | Termination Scenario | McKenney | Zabel | Iglesias | Arnold | ($) | ($) | ($) | ($) | Termination for Cause or Voluntary Resignation | | — | | — | | — | | — | | Total | — | | — | | — | | — | | Termination Without Cause or Resignation with Good Reason (CEO) | Severance | 7,680,193 | | 990,000 | | 847,500 | | 802,500 | | Prorated Annual Incentive(1) | 2,740,097 | | — | | — | | — | | Early Vesting of Long-Term Incentive(2) | 20,535,552 | | — | | — | | — | | Benefit Continuation | 106,547 | | — | | — | | — | | Outplacement Services | 50,000 | | 50,000 | | 50,000 | | 50,000 | | Total | $31,112,389 | $1,040,000 | $897,500 | $852,500 | Disability | Prorated Annual Incentive(1)(3) | 2,740,097 | | 1,302,137 | | 830,550 | | 708,992 | | Early Vesting of Long-Term Incentive(4) | 20,535,552 | | 3,829,964 | | 1,945,939 | | 1,612,735 | | Disability Benefits | 230,214 | | 224,374 | | 163,714 | | 97,222 | | Total | $23,505,863 | $5,356,475 | $2,940,203 | $2,418,949 | Death | Prorated Annual Incentive(1)(3) | 2,740,097 | | 1,302,137 | | 830,550 | | 708,992 | | Early Vesting of Long-Term Incentive(4) | 20,535,552 | | 3,829,964 | | 1,945,939 | | 1,612,735 | | Group Life Ins. Benefits | 50,000 | | 50,000 | | 50,000 | | 50,000 | | Corporate Owned Life Ins. | 200,000 | | 200,000 | | 200,000 | | 400,000 | | Total | $23,525,649 | $5,382,101 | $3,026,489 | $2,771,727 | Termination Related to a Change in Control | Severance | 11,520,290 | | 4,158,352 | | 2,816,348 | | 2,552,568 | | Prorated Annual Incentive(1)(3) | 2,740,097 | | 891,000 | | 565,000 | | 508,250 | | Early Vesting of Long-Term Incentive | 25,327,031 | | 4,305,564 | | 2,454,166 | | 2,040,566 | | Benefit Continuation | 159,820 | | 70,511 | | 119,852 | | 84,556 | | Outplacement Services | 50,000 | | 50,000 | | 50,000 | | 50,000 | | DC Enhancement(5) | 438,000 | | — | | — | | — | | 280G Cut-back(6) | (440,402) | | — | | — | | — | | Total | $39,794,836 | $9,475,427 | $6,005,366 | $5,235,940 | Retirement | Prorated Annual Incentive(7) | — | | — | | — | | 708,992 | | Early Vesting of Long-Term Incentive(2) | 20,535,552 | | 3,829,964 | | 1,945,939 | | 1,612,735 | | Total | 20,535,552 | | 3,829,964 | | 1,945,939 | | $2,321,727 |
2021 PROXY STATEMENT 99 | | | | | | | | | | | | 100 | | | 2024 UNUM GROUP PROXY STATEMENT |
TABLE OF CONTENTSCONTE POST-EMPLOYMENT COMPENSATIONNTS
COMPENSATION TABLES TERMINATION TABLE
| 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)
| (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. (2)In the event Mr. McKenney resigns with good reason, the amount shown in the table represents the value of the RSUs (and their related accrued cash dividends) that would vest at a market price of $45.22, the closing price of our stock on December 29, 2023, the last trading day of the year plus the value of outstanding CIUs. In the event of job elimination, each of the NEOs listed in this table are eligible for retirement status under the terms of the Stock Incentive Plan of 2017 and the 2022 Stock Incentive Plan. Therefore, the amount shown in the table for retirement represents the value of the RSUs (and their related accrued cash dividends) that would vest at a market price of $45.22, the closing price of our stock on December 29, 2023, the last trading day of the year, plus the value of CIUs. In the event Mr. McKenney resigns with good reason or if any of the NEOs listed in this table have a job elimination or requalification (which would be treated as 'retirement' given their eligibility), the CIUs would vest based on actual performance at the end of the three-year performance cycle. In accordance with Regulation S-K, Item 402(j), the CIUs are reported at target levels since the final achievement is not yet determined. (3)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. (4)The amounts reported include RSUs (and their related accrued cash dividends) that would accelerate vesting in the event of disability, death or retirement (if eligible) plus the value of CIUs at target. The CIUs may be fully earned in the event of disability, death or retirement, based on the satisfaction of the performance goals. The awards would not be payable until the end of the applicable performance period. In accordance with Regulation S-K, Item 402(j), the CIUs are reported at target levels since the final achievement is not yet determined. (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. Mr. McKenney is the only NEO who is eligible for this benefit. (6)For each of the NEOs, 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 each NEO 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 of December 31, 2023, Mr. McKenney 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 amount 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 Mr. McKenney to avoid paying the excise tax. (7)Mr. Arnold is eligible for retirement status under the terms of the Annual Incentive Plan as of December 31, 2023 and would be eligible for a prorated annual incentive in the event of retirement. The remaining NEOs did not meet the eligibility criteria for retirement status under the terms of the Annual Incentive Plan as of December 31, 2023 and therefore would not have been eligible for a prorated annual incentive payment in the event of retirement.
Because Mr. Simonds resigned from the company effective February 9, 2024, he has not been included in the termination table shown above. In connection with his resignation from the company, Mr. Simonds was not entitled to any severance or separation benefits and he forfeited outstanding long-term incentive awards that had not vested per the terms and conditions of each outstanding award. Upon his resignation, he received the following payments and benefits: •Accrued pension benefits, as described in the Current Value of Pension Benefits table on page 95, will be paid beginning no later than age 65; •Per the terms of the Corporate Owned Life Insurance Policy purchased in 2018, his beneficiary will receive a payment of $50,000 upon his death; and •Non-qualified deferred compensation payments, as described in the Non-Qualified Deferred Compensation table on page 96, will be paid at age 60.
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 101 |
TABLE OF CONTENTS POST-EMPLOYMENT COMPENSATION
(2)
| In the event of job elimination, the prorated early vesting of equity awards would be as follows: Mr. McKenney $3,187,582; Mr. Zabel $269,201; Mr. Simonds $607,658; and Ms. Iglesias $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 TSR. Assuming a job elimination date of December 31, 2020, the prorated number of PSUs that each NEO would be eligible to receive would be as follows: Mr. McKenney 105,125; Mr. Zabel 6,485; Mr. Simonds 20,517; and Ms. Iglesias 12,556. Mr. 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)
| 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. |
(4)
| The amounts reported include PBRSUs and PSUs that would accelerate vesting in the event of disability, death or retirement. The PSUs granted in 2019 and 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 2019 and 2020 are reported at target levels since the company’s performance and relative TSR to date for these awards is not yet determinable. Actual shares to be issued under PSUs granted in connection with the 2019 and 2020 awards may differ from the performance level required to be disclosed in this table. |
(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 Messrs. McKenney and Simonds. |
(6)
| 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 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 of December 31, 2020, both Mr. McKenney and 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, 2020 and therefore would not have been eligible for a prorated annual incentive payment in the event of retirement. |
TABLE OF CONTENTS
As required by SEC rules, we are providing the following information about the ratio of the annual total compensation of our median compensated employee to the annual total compensation of our Chief Executive Officer. The 20202023 annual total compensation of the median employee as of December 31, 20202023 was $68,394.$72,731. The 20202023 annual total compensation of Richard McKenney, our Chief Executive Officer, was $13,258,738.$19,727,222. The ratio of these amounts (also referred to as the “CEO"CEO pay ratio”ratio") was 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-143.1‑to‑271.The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. The SEC’s rules regarding the identification of the median compensated employee and the process of calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their unique employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the CEO pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. TheAs permitted by SEC rules, the CEO pay ratio for the 20202023 fiscal year wasis calculated using the same median employee identified with respect to the 2019 and 20182021 fiscal yearsyear as there was no material change in our employee population or employee compensation arrangements during the 20202023 fiscal year that we reasonably believe would significantly impact our CEO pay ratio disclosure. The steps described below were performed in 2020early 2022 to determine the annual total compensation of the median employee.employee for the 2021 fiscal year.
To identify our median employee, we began with our entire active employee population of approximately 10,20010,250 employees as of December 31, 20182021 (after excluding approximately 200276 employees that were acquired in connection with our acquisition of Pramerica Życie TUiR SA, a leading financial protection provider in Poland). For these purposes, we identified the median compensated employee using base salary or hourly wages earned during fiscal 20182021 and cash bonus paid for fiscal 2018.2021. We annualized base salary or hourly wages, as applicable, for employees who were not designated as temporary or seasonal employees but who did not work for the entire year. 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, exemptnon-exempt employee who holds a core business role that supports field employees who deliver Unum products to ourwhose accountabilities include billing and premium reconciliation, plan changes and other service requests from customers. This employee is located in the northeasterneastern United States.
To calculate the CEO pay ratio for 2020,2023, we identified the elements of suchour median employee's compensation for 20202023 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.$72,731.
| | | | | | | | | | | | 102 | | | 2024 UNUM GROUP PROXY STATEMENT |
102PAY VERSUS PERFORMANCE
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive “compensation actually paid” and certain financial performance measures of the company. For information concerning the company’s pay for performance philosophy and how the company aligns executive compensation with the company’s performance, refer to the Compensation Discussion and Analysis beginning on page 59. It is important to note that the "Total" amount set forth in the Summary Compensation Table (SCT) and the compensation actually paid (CAP) in the Pay Versus Performance (PVP) Table are not directly comparable. Each year presented in the SCT includes only the equity compensation granted during that year, whereas each year's CAP includes: (a) the year-end fair value of equity awards granted during the year, (b) the change in value during the year of unvested prior year equity awards and (c) the change in value from the beginning of the year to the vesting date for awards that vested during the year. Thus, the CAP includes both amounts paid or earned, as well as amounts derived from incremental accounting valuations for unvested equity awards that may never be earned or that could have different intrinsic values when earned. In accordance with the SEC’s disclosure requirements, the following table sets forth information pertaining to the compensation of our principal executive officer (PEO) and our non-PEO named executive officers (collectively, the "other NEOs") and certain financial performance measures, for each of the fiscal years ended December 31, 2020, 2021, PROXY STATEMENT 2022 and 2023. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | PAY VERSUS PERFORMANCE TABLE | | | | | | | Value of Initial Fixed $100 Investment Based On: | | CSM: After-Tax Adjusted Operating Earnings Per Share(8) | | | SCT Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average SCT Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (in millions)(7) | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 19,727,222 | 22,041,904 | 3,754,292 | 4,004,378 | 184.7 | 142.9 | 1,283.8 | | 7.66 | | 2022 | 9,603,389 | 24,123,228 | 2,588,735 | 4,574,016 | 162.5 | 136.5 | 1,407.2 | (9) | 6.40 | (9) | 2021 | 9,349,680 | 11,191,987 | 2,351,144 | 2,586,034 | 93.6 | 123.7 | 981.0 | (9) | 4.48 | (9) | 2020 | 13,258,738 | 11,827,507 | 2,747,103 | 2,451,121 | 83.7 | 90.5 | 793.0 | | 4.93 | |
(1) The dollar amounts reported in this column are the amounts reported for our PEO, Mr. McKenney (the Chief Executive Officer), for each of the corresponding years in the "Total" column in the SCT above. (2) The dollar amounts reported in this column represent the CAP to Mr. McKenney, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect the total compensation actually realized or received by Mr. McKenney. In accordance with these rules, these amounts reflect the "Total" as set forth in the SCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 103 |
PAY VERSUS PERFORMANCE | | | | | | | | | | | | | | | | | | | | | | | | | | | | COMPENSATION ACTUALLY PAID TO PEO | | | 2023 | | 2022 | | 2021 | | 2020 | | SCT Total | $19,727,222 | | $9,603,389 | (a) | $9,349,680 | | $13,258,738 | | Less, value of “Stock Awards” reported in SCT | (4,499,992) | | | (4,200,000) | | | (3,750,010) | | | (9,906,877) | | | Less, Change in Pension Value reported in SCT | (78,000) | | | — | | | — | | | (167,000) | | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | 4,570,104 | | | 6,560,938 | | | 3,509,430 | | | 10,464,357 | | | Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 1,199,304 | | | 4,672,711 | | | 1,535,973 | | | (954,629) | | | Plus (less), year-over-year change in fair value of equity awards granted in prior years that vested in the year | 1,123,266 | | | 7,486,190 | | | 546,914 | | | (867,082) | | | Plus, pension service cost for services rendered during the year | — | | | — | | | — | | | — | | | CAP to Mr. McKenney | $22,041,904 | | $24,123,228 | | $11,191,987 | | $11,827,507 |
(a) Mr. McKenney's SCT Total for 2022 was corrected from what was previously reported in the 2023 Proxy Statement due to an inadvertent omission of incremental costs associated with deadhead flights for his personal use of the company aircraft in the "All Other Compensation" column of the Summary Compensation Table on page 89. This increased Mr. McKenney's 2022 SCT Total by $6,522. (3) The dollar amounts reported in this column represent the average of the amounts reported for our other NEOs as a group (excluding Mr. McKenney) in the "Total" column of the SCT in each applicable year. The names of each of the other NEOs included for these purposes in each applicable year are as follows: (i) for 2023, 2022 and 2020, Messrs. Zabel, Simonds and Arnold and Ms. Iglesias; and (ii) for 2021, Messrs. Zabel, Simonds and Bhasin and Ms. Iglesias. (4) The dollar amounts reported in this column represent the average CAP for the other NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts do not reflect the total compensation actually realized or received. In accordance with these rules, these amounts reflect the average "Total" as set forth in the SCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
| | | | | | | | | | | | | | | | | | | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS | | | 2023 | 2022 | 2021 | 2020 | | Average SCT Total | $3,754,292 | $2,588,735 | $2,351,144 | $2,747,103 | | Less, average value of Stock Awards reported in SCT | (711,678) | (612,736) | (539,057) | (1,293,689) | | Less, average Change in Pension Value reported in SCT | (81,000) | — | — | (166,750) | | Plus, average year-end fair value of outstanding and unvested equity awards granted in the year | 722,767 | 957,173 | 504,474 | 1,362,533 | | Plus (less), average year-over-year change in fair value of outstanding and unvested equity awards granted in prior years | 167,404 | 646,295 | 198,884 | (108,536) | | Plus (less), average year-over-year change in fair value of equity awards granted in prior years that vested in the year | 152,593 | 994,549 | 70,589 | (89,540) | | Plus, average pension service cost for services rendered during the year | — | — | — | — | | Average CAP to Non-PEO NEOs | $4,004,378 | $4,574,016 | $2,586,034 | $2,451,121 |
(5) Total Shareholder Return (TSR) is calculated by dividing the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the company’s share price at the end of each fiscal year shown and the beginning of the measurement period by (b) the company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31, 2019. (6) The peer group used for this purpose is the S&P 500 Life & Health Insurance Sub Industry Index, which is consistent with the disclosure required under Regulation S-K Item 201(e).
| | | | | | | | | | | | 104 | | | 2024 UNUM GROUP PROXY STATEMENT |
(7) The dollar amounts reported represent the amount of net income reflected in the company’s audited financial statements for the applicable year. (8) The company-selected measure (CSM) is after-tax adjusted operating earnings per share (EPS), which is defined as net income adjusted to exclude after-tax net investment gains or losses and amortization of the cost of reinsurance as well as certain other items specified in the reconciliation of non-GAAP financial measures in Appendix A of this proxy statement divided by dilutive outstanding weighted average shares. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives. (9) Prior financial information has been adjusted to reflect our modified retrospective adoption, effective January 1, 2023, of the ASU 2018-12, related to targeted improvements to the accounting for long-duration contracts. Changes from this ASU were applied as of January 1, 2021, also referred to as the transition date. As a result of such adjustments, the dollar amounts reported in the PVP Table for net income and after-tax adjusted operating earnings per share (EPS) for 2021 and 2022 are different than those reported in the PVP Table in our 2023 Proxy Statement. Relationships Between Compensation Actually Paid and Performance Measures As described in more detail in the Compensation Discussion and Analysis section above, the company's executive compensation program reflects a variable pay-for-performance philosophy. While the company utilizes several performance measures to align executive compensation with company performance, all of those measures are not presented in the PVP table above. Moreover, as discussed above, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company's performance measures with CAP for a particular year. In accordance with SEC rules, the following information explains how the CAP to our PEO, as well as the average CAP to our other NEOs, each compares to our cumulative total shareholder return (TSR), net income, and after-tax adjusted operating earnings per share. We have also addressed how our three-year TSR compares to the three-year TSR of the S&P 500 Life & Health Insurance Sub Industry Index ("S&P Life & Health Index"). Over the period from 2020 to 2023, like many other companies, we have faced challenges as the COVID-19 pandemic caused significant disruption to global markets, employment and business. During 2020 and 2021, we experienced significant increases in COVID-based claims incidence in our group life and disability lines, as well as leaves administered through our leave management business. During 2022 and continuing in 2023, the impacts of COVID-19 lessened and we returned to pre-pandemic operating levels, resulting in record earnings and strong growth. Compensation actually paid to our PEO and other NEOs directionally aligns with our financial performance as summarized below. •2023: The CAP to our PEO and other NEOs decreased relative to 2022, by 8.6% and 12.5%, respectively. There was an 8.8%(1) decrease in net income over 2022, as a result of unfavorable reserve assumption updates and increased operating expenses. Overall, the company experienced a strong financial year with a 19.7%(1) increase in after-tax adjusted operating earnings per share. Our TSR increased 13.7% in 2023 and we outperformed other peer companies in the S&P Life & Health Index. •2022: The CAP to our PEO and other NEOs increased relative to 2021 and 2020, which was reflective of an excellent year for the company in 2022, as evidenced by 42.9%(1) growth in after-tax adjusted operating earnings per share, 43.4%(1) growth in net income, and TSR well above the S&P Life & Health Index and other peer companies. Other key factors driving the increase in CAP were the increase in achievement of our 2020 performance share unit (PSU) grant as well as the increase in our stock price during 2022. •2021: The CAP to our PEO was 5.4% lower, and the average CAP for other NEOs was 5.5% higher, than 2020. We had solid financial results despite negative impacts of the COVID-19 pandemic, with after-tax adjusted operating earnings per share 9.1%(1) lower and net income higher than 2020. Our TSR, though still lagging the S&P Life & Health Index TSR, was up 11.8% relative to 2020. •2020: With the onset of the pandemic during the year, we experienced lower after-tax adjusted operating earnings per share and net income levels than historical performance. Our TSR was more negatively impacted than the S&P Life & Health Index and other peer companies due in part to the impact of historically
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 105 |
low interest rates and investor perceptions surrounding the long-term care industry. The CAP to our PEO and other NEOs was impacted by a one-time special performance grant during the year that was designed to encourage the achievement of critical business outcomes and to incent executives to continue employment with the company over the long term. (1) Prior financial information has been adjusted to reflect our modified retrospective adoption, effective January 1, 2023, of the ASU 2018-12, related to targeted improvements to the accounting for long-duration contracts. Changes from this ASU were applied as of January 1, 2021, also referred to as the transition date. As a result of such adjustments, the dollar amounts reported in the PVP Table for net income and after-tax adjusted operating earnings per share (EPS) for 2021 and 2022 are different than those reported in the PVP Table in our 2023 Proxy Statement. Financial Performance Measures The metrics that the company uses for both short- and long-term incentive awards are selected based on an objective of incentivizing NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the company to link executive compensation actually paid to the PEO and other NEOs, for the most recently completed fiscal year, to the company’s performance are as follows:
| | | Most Important Performance Measures | After-tax adjusted operating earnings per share(1) | Consolidated adjusted operating return on equity(2) | Earned premium(3) | Sales | Relative total shareholder return |
(1) After-tax adjusted operating earnings per share is defined as net income adjusted to exclude after-tax net investment gains or losses, amortization of the cost of reinsurance, non-contemporaneous reinsurance, and reserve assumption updates, as well as certain other items specified in the reconciliation of non-GAAP financial measures in Appendix A of the proxy statement divided by dilutive outstanding weighted average shares. 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. (2) Consolidated adjusted operating return on equity is calculated by dividing after-tax adjusted operating income by the average of the beginning- and end-of-year stockholders’ equity adjusted to exclude the net unrealized gain or loss on securities and the net gain or loss on hedges. 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. (3) Earned premium is calculated for our core operations (Unum US, Unum International, and Colonial Life).
| | | | | | | | | | | | 106 | | | 2024 UNUM GROUP PROXY STATEMENT |
OWNERSHIP OF COMPANY SECURITIES
OWNERSHIP OF COMPANY SECURITIESOwnership of Company SecuritiesThe 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 April 1, 2021.March 25, 2024. The table and related footnotes also include information about deferred share rights, restricted stock units (RSUs), and stock success units (SSUs) credited to the accounts of directors and executive officers under various compensation and benefit plans.plans, in the column entitled "Shares Subject to Settleable Rights or Units". 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 April 1, 2021)
| |
| 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 | | | * | |
(1)
| Includes shares credited to the accounts of certain current and former executive officers, including Mr. Arnold - 680 shares, under the company’s 401(k) Plan. Does not include shares credited to the accounts of certain executive officers under non-qualified defined contribution plans because, though measured in share value, they will be settled only in cash. |
(2)
| | | | | | | | | | | | | | | | BENEFICIAL OWNERSHIP OF COMMON STOCK (as of March 25, 2024) | | 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. | 15,488 | 30,929 | 46,417 | * | Susan L. Cross | 31,575 | 23,910 | 55,485 | * | Susan D. DeVore | 30,215 | 3,839 | 34,054 | * | Joseph J. Echevarria | — | 86,402 | 86,402 | * | Cynthia L. Egan | 45,837 | 3,839 | 49,676 | * | Kevin T. Kabat | 108,397 | 6,307 | 114,704 | * | Timothy F. Keaney | 40,610 | 4,895 | 45,505 | * | Gale V. King | 1,366 | 10,526 | 11,892 | * | Gloria C. Larson | 34,049 | 92,297 | 126,346 | * | Mojgan M. Lefebvre | — | 2,142 | 2,142 | * | Ronald P. O'Hanley | 23,831 | 24,221 | 48,052 | * | Richard P. McKenney | 845,619 | — | 845,619 | * | Steven A. Zabel | 70,369 | — | 70,369 | * | Lisa G. Iglesias | 12,082 | — | 12,082 | * | Timothy G. Arnold | 50,835 | — | 50,835 | * | Michael Q. Simonds | 20,052 | — | 20,052 | * | All directors and executive officers as a group (20 persons) | 1,477,090 | 289,307 | 1,776,397 | * |
* Denotes less than 1%. (1)Includes 748 shares held indirectly by Mr. Arnold through the company’s 401(k) Plan as of March 25, 2024. (2)Represents the number of shares underlying deferred share rights and RSUs payable solely in shares (including dividend equivalents accrued on such rights or units) that may be settled within 60 days after March 25, 2024, including deferred share rights and RSUs payable solely in shares (including dividend equivalents accrued on such rights or units) that may be settled within 60 days after April 1, 2021, including deferred |
TABLE OF CONTENTS
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. CrossKing and Ms. DeVore,Lefebvre, the amount includes shares underlying unvested RSUs that would vest upon retirement because the director meets the years of service requirement. Also doesDoes 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.March 25, 2024.
| (3)
| | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | As of April 1, 2021, the total number of shares underlying deferred share rights (including dividend equivalents accrued thereon) held by our non-employee directors, including those rights which cannot be settled in shares or within 60 days after April 1, 2021 and thus are not deemed to be beneficially owned for purposes of this table, was as follows: | 107 |
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 | | | — |
(4)
OWNERSHIP OF COMPANY SECURITIES (3)As of March 25, 2024, the total number of shares underlying deferred share rights (including dividend equivalents accrued thereon) held by our non-employee directors, including those rights which cannot be settled in shares or within 60 days after March 25, 2024 and thus are not deemed to be beneficially owned for purposes of this table, was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bunting | — | | | | Egan | — | | | | Larson | 51,230 | | Cross | 9,925 | | | | Kabat | — | | | | Lefebvre | 2,142 | | DeVore | — | | | | Keaney | 1,056 | | | | O'Hanley | 16,968 | | Echevarria | 39,556 | | | | King | 6,078 | | | | | | | | | | | | | | | |
(4)As of March 25, 2024, the total number of shares underlying RSUs (including dividend equivalents accrued thereon) held by our directors and executive officers, including those units which will not vest, or be settled in shares, within 60 days after March 25, 2024 and thus are not deemed to be beneficially owned for purposes of this table, was as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Bunting | 45,592 | | | | Kabat | 6,307 | | | | McKenney | 227,679 | | Cross | 13,985 | | | | Keaney | 3,839 | | | | Zabel | 48,025 | | DeVore | 3,839 | | | | King | 8,287 | | | | Iglesias | 22,037 | | Echevarria | 46,846 | | | | Larson | 41,067 | | | | Arnold | 19,062 | | Egan | 3,839 | | | | Lefebvre | 3,009 | | | | Simonds | — | | | | | | O'Hanley | 8,716 | | | | All directors and executive officers as a group | 602,358 | | | | | | | | | |
| As of April 1, 2021, the total number of shares underlying RSUs (including dividend equivalents accrued thereon) held by our directors and executive officers, including those units which will not vest, or be settled in shares, within 60 days after 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,March 25, 2024, 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, 2021March 25, 2024 and thus are not deemed to be beneficially owned for purposes of this table, was as follows: Mr. McKenney - 186,368;63,365; Mr. Zabel - 11,328;3,852; Ms. Iglesias - 6,721; Mr. Arnold - 5,658; Mr. Simonds - 46,592; Mr. Arnold - 16,640; Ms. Iglesias - 19,768;0; and All executive officers as a group - 309,539.89,402.
| | | | | | | | | | | | 108 | | | 2024 UNUM GROUP PROXY STATEMENT |
TABLE OF CONTENTS 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 | | | | | | | | | | | | BENEFICIAL OWNERSHIP | | | | | Address of Beneficial Owner | Amount of Beneficial Ownership | Percent of Common Stock Outstanding | BlackRock, Inc.(1) | 50 Hudson Yards New York, NY 10001 | 23,412,977 | 12.00% | The Vanguard Group(2) | 100 Vanguard Blvd. Malvern, PA 19355 | 20,590,655 | 10.56% | FMR LLC(3) | 245 Summer Street Boston, MA 02210 | 14,731,277 | 7.55% | Norges Bank(4) | Bankplassen 2 PO Box 1179 Sentrum NO 0107 Oslo Norway | 13,190,044 | 6.76% |
| 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 10, 2021, which reflects beneficial ownership as of December 31, 2020. The Vanguard Group, Inc. reported that, in its capacity as investment adviser, it had sole voting power with respect to none of our shares of our common stock, shared voting power with respect to 281,558 shares of our common stock, sole dispositive power with respect to 24,322,833 shares of our common stock, and shared dispositive power with respect to 735,849 shares of our common stock. |
(2)
| This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by FMR LLC on February 10, 2021, which reflects beneficial ownership as of December 31, 2020. FMR LLC reported that, in its capacity as a parent holding company, it had sole voting power with respect to 2,685,341 shares of our common stock, sole dispositive power with respect to 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, 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 February 1, 2021, which reflects beneficial ownership as of December 31, 2020. (1)This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by BlackRock, Inc. on January 23, 2024, which reflects beneficial ownership as of December 31, 2023. 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 14,690,549 shares of our common stock, sole dispositive power with respect to 16,167,499 shares of our common stock, and shared voting and dispositive power with respect to none of our shares. |
Delinquent Section 16(a) ReportsUnder Section 16(a) of the Securities Exchange Act of 1934, our directors, executive officers, and beneficial holders of more than 10%subsidiaries listed therein, it had sole voting power with respect to 22,444,697 shares of our common stock, are requiredsole dispositive power with respect to file23,412,977 shares of our common stock, and shared voting and dispositive power with respect to none of our shares.
(2)This information is based on the U.S.Schedule 13G/A filed with the Securities and Exchange Commission (SEC) certain forms reporting theirby The Vanguard Group on February 13, 2024, which reflects beneficial ownership as of and transactionsDecember 29, 2023. The Vanguard Group, Inc. reported that, in its capacity as investment adviser, it had sole voting power with respect to none of our shares of our common stock. Duestock, shared voting power with respect to an administrative error88,062 shares of our common stock, sole dispositive power with respect to 20,297,332 shares of our common stock, and shared dispositive power with respect to 293,323 shares of our common stock. (3)This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by theFMR LLC on February 9, 2024, which reflects beneficial ownership as of December 29, 2023. FMR LLC reported that, in its capacity as a parent holding company, one Form 4 (containing one transaction relatingit had sole voting power with respect to the grant14,479,194 shares of our common stock, options under the U.K.sole dispositive power with respect to 14,731,277 shares of our common stock, purchase plan on March 8, 2019) was not timely filed on behalfand shared voting and dispositive power with respect to none of Peter G. O’Donnellour shares. The Schedule 13G/A includes shares beneficially owned by subsidiaries controlled by or through FMR LLC, and was subsequently filed on March 9, 2021. With the exceptionAbigail P. Johnson, Director, Chairman and Chief Executive Officer of this late report, based solely upon a reviewFMR LLC, and/or members of the reports (and amendments thereto)family of Abigail P. Johnson. (4)This information is based on the Schedule 13G/A filed electronically with the SECSecurities and written representations from the reporting personsExchange Commission by Norges Bank on January 29, 2024, which reflects beneficial ownership as of December 31, 2023. Norges Bank reported that no other reports were required, we believe eachit had sole voting power with respect to 13,058,136 shares of our directorscommon stock, shared voting power with respect to none of our shares, sole dispositive power with respect to 13,058,136 shares of our common stock, and executive officers and 10% beneficial owners filed all required reports on a timely basis during the last fiscal year.shared dispositive power with respect to 131,908 shares of our common stock.
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 109 |
ITEMS TO BE VOTED ONItems to be Voted OnElection of Directors (Item 1 on the Proxy Card) Our Board of Directors currently has 1112 members. 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., Susan L. Cross, Susan D. DeVore, Joseph J. Echevarria, Cynthia L. Egan, Kevin T. Kabat, Timothy F. Keaney, Gale V. King, Gloria C. Larson, Mojgan M. Lefebvre, Richard P. McKenney and Ronald P. O’Hanley and Francis J. Shammo for election to one-year terms expiring at the 20222025 Annual Meeting. EachInformation concerning the nominees is provided under the section titled "Director Nominees" beginning on page 23. Each nominee currently serves on the Board and has been previously elected to the Board by shareholders.shareholders, other than Mojgan M. Lefebvre who was elected by the Board of Directors to fill a vacancy on the Board effective as of July 20, 2023. Each nominee has agreed to continue to serve if 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 20202024 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” beginning on page 23. The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees for director: Theodore H. Bunting, Jr., Susan L. Cross, Susan D. DeVore, Joseph J. Echevarria, Cynthia L. Egan, Kevin T. Kabat, Timothy F. Keaney, Gale V. King, Gloria C. Larson, Mojgan M. Lefebvre, Richard P. McKenney and Ronald P. O’Hanley and Francis J. Shammo.O’Hanley. Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) (Item 2 on the Proxy Card) As required by Section 14A of the Securities Exchange Act, of 1934 (“Exchange 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” proposal, gives you the opportunity to endorse or not endorse our 20202023 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 20212024 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 “CompensationCompensation Discussion and Analysis”Analysis beginning onon page 5159 and 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 thekey 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. ShareholdersIt is expected that shareholders will next have an opportunity to cast a Say-on-Pay vote at the 20222025 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 | | | | | | | | | | | | 110 | | | 2024 UNUM GROUP PROXY STATEMENT |
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 2021.2024. 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 attend the 20212024 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 2021.2024. 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, 20202023 and 20192022 are presented in the table below. INDEPENDENT AUDITOR FEES | | | | | | | | | INDEPENDENT AUDITOR FEES | | | Types of Fees | 2023 | 2022 | Audit Fees | $11,099,043 | $11,407,632 | Audit-Related Fees(1) | 709,340 | | 440,405 | | Tax Fees(2) | 145,175 | | 137,325 | | All Other Fees | — | | — | | Total | $11,953,558 | $11,985,362 |
(1)The year-over-year increase in Audit-Related Fees was primarily due to additional SSAE 18 (Service Organization Control) Reports in 2023. | 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. |
(2)The year-over-year increase in Tax Fees was primarily due to tax compliance work performed in 2023.
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. All Other Fees. This category consists of fees for services not included in any of the above categories.
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 111 |
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- approvedpre-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. All of the fees described above were approved by the Audit Committee under its policy. Approval of Amendment to Amended and Restated Certificate of Incorporation to Reflect Recent Amendments to Delaware Law Regarding Officer Exculpation (Item 4 on the Proxy Card) Updates to Delaware Law We are asking shareholders to approve an amendment to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to provide for the elimination of monetary liability (i.e., exculpation) of certain officers of the company in certain limited circumstances (the “Proposed Amendment”). The Proposed Amendment also simplifies the existing exculpation provision related to directors of the company set forth in Article EIGHTH of the Certificate of Incorporation by referring to the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (the “DGCL”) instead of specifying each instance where exculpation for directors is currently not available under the DGCL. As such, the current exculpation protections available to the directors remain unchanged as a result of the Proposed Amendment. In addition, the Proposed Amendment provides that if the DGCL is further amended to eliminate or limit the liability of officers or directors, the liability of such officers and directors will be limited or eliminated to the fullest extent permitted by law, as so amended. The following description is a summary only and is qualified in its entirety by reference to the text of the Proposed Amendment as shown below in the section called “ Text of Proposed Amendment.” Section 102(b)(7) of the DGCL was recently amended to enable Delaware corporations to include provisions in their certificates of incorporation that limit or eliminate the personal monetary liability of certain senior officers for breaches of their fiduciary duty of care in limited circumstances. Currently, Article EIGHTH of our Certificate of Incorporation aligns with the previous Section 102(b)(7) of the DGCL, which provided for the exculpation of directors, but not officers, from personal monetary liability for breaches of their fiduciary duty of care. To keep the exculpation provision of our Certificate of Incorporation aligned with updated Delaware law, we are proposing to amend our Certificate of Incorporation so that directors and certain senior officers will be exculpated from personal liability for monetary damages for breaching their fiduciary duty of care solely to the extent permitted by the updated Section 102(b)(7). Consistent with the updated Section 102(b)(7), the proposed amendment to our Certificate of Incorporation would only exculpate certain of our senior officers from personal liability for monetary damages for breaches of their duty of care in direct claims brought by shareholders against such officers. The amendment would not exculpate any of our officers from monetary liability for breach of their duty of care in claims brought against such officer directly by the company itself or brought derivatively by our shareholders. Furthermore, as is the case for directors under our current Certificate of Incorporation, officers would not be exculpated from personal liability for breaches of their duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or any transaction in which the officer derived an improper personal benefit.
| | | | | | | | | | | | 112 | | | 2024 UNUM GROUP PROXY STATEMENT |
TABLE OF CONTENTSC ABOUT THE 2021 ANNUAL MEETINGONTENTS
ITEMS TO BE VOTED ON ABOUT THE 2021 ANNUAL MEETINGThe company officers that would be covered by this provision would be our president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, and chief accounting officer (to the extent there are officers who occupy such positions), in each case who served at any time during the course of conduct alleged in the action or proceeding to be wrongful, and any other officer identified in our public filings with the SEC as one of our most highly compensated executive officers.In lightReasons for Proposed Amendment
As part of the continuing COVID-19 pandemic,its ongoing evaluation of our corporate governance practices, the Board of Directors has determined that amending the 2021current exculpation provision to align with the updated Section 102(b)(7) strikes the appropriate balance between shareholders’ interest in officer accountability and the need for directors and officers to have appropriate protections from personal liability. Providing appropriate exculpation to our senior officers could (1) allow us to continue to attract and retain the most qualified officers and (2) prevent costly and protracted litigation that distracts our leadership team from important operational and strategic matters. Exculpation has been available to directors of Delaware corporations for a long time. Since Delaware updated Section 102(b)(7), many Delaware corporations have adopted officer exculpation clauses, including a number of our peers. We expect other companies in our industry to adopt such clauses in the near future. Failing to provide officer exculpation as permitted by current Delaware law could impact our recruitment and retention of exceptional candidates, who may conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the company. In addition, frequently, directors and officers must make decisions in response to time-sensitive opportunities and challenges. In the current litigious environment, these decisions could expose them to substantial risk of investigations, claims, actions, suits or proceedings seeking to impose liability on the basis of hindsight, regardless of merit. Adopting an exculpation provision that aligns with the updated Section 102(b)(7) of the DGCL could prevent protracted litigation that detracts from management’s ability to focus on the execution of our goals and objectives, empowering our directors and officers to exercise their business judgment in furtherance of the interests of shareholders. It is important to note that, as set forth in the Proposed Amendment and in accordance with the DGCL, the exculpation that would be afforded to our senior officers is more limited than that afforded to our directors because the exculpated officers will not be exculpated from liability in any action brought by or in the right of the company. As a result, the exculpated officers will still be accountable to the company in the event they breach their duty of care to the company. For these reasons, and considering the limited circumstances in which our senior officers would be exculpated, the Board of Directors believes that providing officer exculpation solely to the extent permitted by the updated Section 102(b)(7) is in the best interests of the company and its shareholders. Therefore, the Board of Directors has unanimously approved and declared advisable the Proposed Amendment as described herein, and has recommended that the shareholders approve and adopt the Proposed Amendment. Text of Proposed Amendment If the Proposed Amendment is approved by our shareholders, the text of Article EIGHTH of our Certificate of Incorporation would be amended in its entirety to read as follows: “EIGHTH: A director or officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of Delaware, as the same exists or may hereafter be amended. Any amendment, modification or repeal of the foregoing sentence shall not adversely affect any right or protection of a director or officer of the Corporation hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.”
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 113 |
Effect of Proposed Amendment If the Proposed Amendment is approved by our shareholders, the amendment to our Certificate of Incorporation will become effective upon the filing of a Certificate of Amendment setting forth the Proposed Amendments with the Delaware Secretary of State, which the company anticipates filing promptly following the 2024 Annual Meeting. Our Board of Directors reserves the right to elect to abandon the Proposed Amendment at any time before it becomes effective even if it is approved by shareholders. Pursuant to Section 102(b)(7), the Proposed Amendment would not eliminate or limit the liability of any officer for any act or omission occurring prior to the date the Proposed Amendment becomes effective. The Proposed Amendment would not change any provision of our current Certificate of Incorporation other than amending Article EIGHTH as described above. If the Proposed Amendment is not approved by our shareholders, our Certificate of Incorporation will remain unchanged. The Board unanimously recommends that you vote FOR approval of the Proposed Amendment.
| | | | | | | | | | | | 114 | | | 2024 UNUM GROUP PROXY STATEMENT |
ABOUT THE 2024 ANNUAL MEETING About the 2024 Annual Meeting The Board of Directors has determined that the 2024 Annual Meeting will be conducted as a virtual-only meeting via live webcastin 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 20212024 Annual Meeting live webcast will begin promptly at 10:2:00 a.m.p.m. Eastern Daylight Time on May 27, 2021. 23, 2024. 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.participate. Further details are provided below under “Attending"Attending the 20212024 Annual Meeting.”" Proxy materials The Board of Directors is providing these proxy materials to you in connection with its solicitation of proxies to be voted at the 20212024 Annual Meeting and at any later meeting to which it may be adjourned or postponed. All shareholders who held shares of the company's common stock as of the close of business on March 29, 202125, 2024 are entitled to attend the 20212024 Annual Meeting and to vote on the items of business described in this proxy statement. Whether or not you choose to attend or participate in the 20212024 Annual 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 Regarding the Internet Availability of 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, 2020.2023. If you received a printed copy of these documents, the proxy materials also include a proxy card or voting instruction form for the 20212024 Annual Meeting. Internet availability of proxy materials In accordance with rules adopted by the SEC, commonly referred to as “Notice"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 20212024 Annual Meeting. As a result, most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, a Notice Regarding the Internet Availability of Proxy Materials (“Notice”("Notice") was mailed on or about April 15, 202111, 2024 to shareholders of record as of the March 29, 2021 who25, 2024 record date, unless they have not previously requested to receive printed or emailed materials on an ongoing basis. The Notice provides instructions on how to access the proxy materials for the 20212024 Annual Meeting, how to request a printed set of proxy materials, and how to vote your shares.shares. Our proxy materials may also be viewed on our investor relations website under the “SEC Filings”"Proxy Materials" 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 TABLE OF CONTENTS
ABOUT THE 2021 ANNUAL MEETING
of our annual meetings.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.
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 115 |
ABOUT THE 2024 ANNUAL MEETING Attending the 20212024 Annual Meeting The 20212024 Annual Meeting will be 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.com website, 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.
|
•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 2024 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 2024 Annual Meeting via the Internet at www.virtualshareholdermeeting.com/UNM2024. 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.com website, 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 2024 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 2:00 p.m. Eastern Daylight Time on May 23, 2024. 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. A replay of the meeting will also be available at www.virtualshareholdermeeting.com/UNM2024. 110 2021 PROXY STATEMENT
•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 starting on April 11, 2024. By accessing this portal, shareholders will be able to submit questions and vote in advance of the 2024 Annual Meeting. Shareholders may also submit questions and vote on the day of, or during, the 2024 Annual Meeting at www.virtualshareholdermeeting.com/UNM2024. 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 any questions not addressed during the meeting will be posted on our investor relations website at www.investors.unum.com under the "Proxy Materials" heading.TABLE OF CONTENTS
ABOUT THE 2021 ANNUAL MEETING
Differences between shareholders of record and 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 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 2024 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 2024 Annual Meeting via the Internet.
| • | | | | | | | | | | | 116 | | 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.
| 2024 UNUM GROUP PROXY STATEMENT |
• | 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
ABOUT THE 2024 ANNUAL MEETING •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. Brokers are not permitted to vote on certain items presented for a vote, and may elect not vote on any of the items, unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting. Therefore, to ensure that your shares are voted, you are encouraged to provide voting instructions for your shares via the Internet or by telephone, or by returning the voting instruction form that you received. You are also invited to attend the 2024 Annual Meeting via the Internet. |
Persons entitled to vote at the 20212024 Annual Meeting Shareholders of recordowning company stock as of the close of business on March 29, 2021,25, 2024, the record date, are entitled to vote their shares at the 20212024 Annual Meeting. There were approximately 204,188,556 sharesapproximately 191,922,366 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 20212024 Annual Meeting. We will make available a list of shareholders of record as of the record date for inspection by shareholders for any purpose germane to the 20212024 Annual Meeting during normal business hours at our corporate headquarters in Chattanooga, Tennessee.Tennessee, and as provided for under our bylaws. Please contact our Corporate Secretary to scheduleschedule an appointment. The list will also be available during the 2021 Annual Meeting 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 20212024 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. Abstentions and broker non-votes (i.e., shares heldare discussed in street name that cannot be voted on certain matters by the shareholder of record if the beneficial owner has not provided voting instructions). more detail under "Voting your shares" below.TABLE OF CONTENTS
ABOUT THE 2021 ANNUAL MEETING
VOTING ITEMS
| | | | | | | | | | | | | | | | | | | | | | | | | | | VOTING ITEMS | | | | | | | | |
Items to be Voted onOn | | | Board Voting
Recommendation | | | Vote Required
for Approval | | | Effect of
Abstention | | | Effect of Broker
Non-Vote | | | Item 1: Election of 11the 12 directors for terms expiring in 2022 2025 | | | 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 | | FOR
| | | Majority of shares represented and entitled to vote | | | Same effect as AGAINST because is entitled to vote | | | No effect because broker not entitled to vote | | | Item 3: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021 2024 | | FOR | | 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 Amendment to Amended and Restated Certificate of Incorporation to Reflect Recent Amendments to Delaware Law Regarding Officer Exculpation | | FOR | | Majority of outstanding shares of common stock | | Same effect as AGAINST | | Same effect as AGAINST |
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 117 |
ABOUT THE 2024 ANNUAL MEETING Voting your shares 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.
|
•By Internet.Before the meeting, you may vote via the Internet by going to www.proxyvote.com or to the internet address indicated on the voting instruction form or Notice that was provided to you 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 2024 Annual Meeting is available until 11:59 p.m. Eastern Daylight Time on May 22, 2024. During the 20212024 Annual Meeting, you may vote online by following the instructions at www.virtualshareholdermeeting.com/UNM2021www.virtualshareholdermeeting.com/UNM2024. You will need the control number found on your Notice, proxy card, voting instruction form or legal proxy 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 or the number indicated on the voting instruction form or Notice that was provided to you (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 accesscall. You may vote by telephone until 11:59 p.m. Eastern Daylight Time on May 22, 2024. •By mail.If you received a paper copy of your proxy materials, you may vote by mail by completing the virtual meeting web page.enclosed proxy card or voting instruction form, dating and signing it, and returning it in the postage-paid envelope provided. Your proxy card or voting instruction form, as applicable, must be received by May 22, 2024. • | 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 Directors has appointed certain individuals named on the proxy card (“proxies”("proxies") to vote shares at the 20212024 Annual Meeting in accordance with the instructions of our shareholders. If you authorize the proxies to vote your shares with respect to any matter to be acted upon, the shares will be voted in accordance with your instructions. If you are a shareholder of record and you authorize the proxies 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 on those matters as the Board of Directors recommends. If any other matter properly comes before the 20212024 Annual Meeting, the proxies will vote on that matter in their discretion. If you are a beneficial owner of shares held in street name and do not provide your broker or other nominee instructions on how to vote your shares, a “broker non-vote” occurs. Under the rules of the NYSE, the organization that holds your shares (i.e., your broker or other nominee) may generallyis not permitted to vote on
TABLE OF CONTENTS
ABOUT THE 2021 ANNUAL MEETING
routine certain matters, at its discretion but cannot vote on “non-routine” matters. The only itemincluding the election of business at the 2021 Annual Meeting for which your broker or other nominee has discretiondirectors, and may determine not to vote your shares without yourat all, unless you provide 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 or other nominee will not have discretion to vote your shares (resulting in a broker non-vote) on any other item of business at the 2021 Annual Meeting (Items 1 and 2), including the election of directors.instructions. To ensure that your vote will be counted on all matters, we encourage you to provide instructions to your broker or other nominee on how to vote your shares. If you are a beneficial owner of shares held in street name and do not provide your broker or other nominee instructions on how to vote your shares, and the broker elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote. Abstentions occur when you provide voting instructions but instruct the broker to abstain from voting on a particular matter.
| | | | | | | | | | | | 118 | | | 2024 UNUM GROUP PROXY STATEMENT |
ABOUT THE 2024 ANNUAL MEETING 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 that is received before the closing of those facilities at 11:59 p.m. Eastern Daylight Time on May 26, 2021;23, 2024; •Requesting a “legal proxy”"legal proxy" or attending the virtual 20212024 Annual Meeting and voting online, as indicated above under “Voting"Voting your shares”shares"; or •If you are a shareholder of record, giving written notice of revocation to 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, 2021.22, 2024. Your new vote or revocation in advance of the meeting must be submitted in accordance with the time frames above under “Voting"Voting your shares.”" Quorum A quorum is required to transact business at the 20212024 Annual 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 virtual 20212024 Annual Meeting or represented by proxies. Abstentions and broker non-votesShares that have been voted to abstain or that are voted in a broker’s discretion will be counted as present for purposes of determining whether a quorum is present at the 20212024 Annual Meeting, but neither will be counted as votes cast.Meeting. Inspectors of election Representatives of Broadridge Financial Solutions, Inc. (“Broadridge”("Broadridge") will tabulate the votes and act as inspectors of the election. Voting results We will report the final voting results of the 20212024 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.
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 119 |
TABTABLELE OF CONTENTS
ADDITIONAL INFORMATION
ADDITIONAL INFORMATIONAdditional InformationCost 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 20212024 Annual Meeting. We will pay Innisfree a fee of $20,000 $25,000 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 20222025 Annual Meeting If you intend to submit a proposal for inclusion in the proxy statement for our 20222025 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 onon December 16, 2021.12, 2024. Submitting a shareholder proposal does not guarantee that we will include it in our proxy statement if thethe 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 CorporateCorporate Secretary at our principal executive offices (at the address provided below) no earlier than November 16, 202112, 2024 and no later than the close of business on December 16, 2021.12, 2024. However, in the event that that the 20222025 Annual Meeting is to be held on a date that is more than 30 days before or after May 27, 202223, 2025 (the anniversary date of the 20212024 Annual Meeting), then such notice must be receivedreceived no later than the close of business on the 180th day prior to the date of the 20222025 Annual Meeting or the 10th day following the day on which public announcement of the date of the 20222025 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 20222025 Annual Meeting, a notice of the proposal 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 (which includes information required under Rule 14a-19), 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 27, 202223, 2025 and no later than the close of business on February 26, 2022.22, 2025. However, in the event that that the 20222025 Annual Meeting is to be held on a date that is more than 30 days before or more than 70 days after May 27, 202223, 2025 (the anniversary date of the 20212024 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 20222025 Annual Meeting and no later than the close of business on the later of the 90th day prior to the date of the 20222025 Annual Meeting or the 10th day following the day on which public announcement of the date of the 20222025 Annual Meeting is first made. TABLE OF CONTENTS
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”"Governance" heading at www.investors.unum.com and may also be obtained at no cost from the Office of the Corporate Secretary. The 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 the matter is presented and introduced at the Annual Meeting.
| | | | | | | | | | | | 120 | | | 2024 UNUM GROUP PROXY STATEMENT |
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.directors. A log and copies of the correspondence are provided to the Chairman, who determines whether further distribution is appropriateappropriate and to whom it should be sent.sent. Any director may at any time review this log andand 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 Under SEC rules, individual Notices, and, to the extent we mail printed proxy materials or an annual report in accordance with the procedures described herein, a single proxy statement and annual report to shareholders, along with individual proxy cards or individual Notices, 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 20212024 Annual Meeting. We will deliver promptly upon written or oral request a separate copy of the proxy statement, annual report to shareholders or Notice to any shareholder residing at a shared address to which only one copy was delivered. If you would like to receive separate copies of our proxy materials, whether for this year or future years, please contact Broadridge toll-free at 1-866-540-7095 or by writing to 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 multiplemultiple copies.
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 121 |
TABTABLELE OF CONTENTS
ADDITIONAL INFORMATION
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 37402sending an email to CorporateSecretary@unum.com.
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, 2020.2023. 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 “Compensation"Compensation Committee Report”Report" shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing.
116 2021 PROXY STATEMENT | | | | | | | | | | | | 122 | | | 2024 UNUM GROUP PROXY STATEMENT |
Reconciliation of Non-GAAP Financial Measures The following is a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures as presented in this proxy statement. Prior year financial information has been adjusted to reflect our modified retrospective adoption, effective January 1, 2023, of the Accounting Standards Update (ASU) 2018-12, related to targeted improvements to the accounting for long-duration contracts. Changes from this ASU were applied as of January 1, 2021, also referred to as the transition date. | 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% | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | 2022 | | 2021 | | 2020 | | | (in millions) | | per share * | | (in millions) | | per share * | | (in millions) | | per share * | | (in millions) | | per share * | Net Income | | $ | 1,283.8 | | | $ | 6.50 | | | $ | 1,407.2 | | | $ | 6.96 | | | $ | 981.0 | | | $ | 4.79 | | | $ | 793.0 | | | $ | 3.89 | | Excluding: | | | | | | | | | | | | | | | | | Net Investment Gains and Losses | | | | | | | | | | | | | | | | | Net Realized Investment Gain Related to Reinsurance Transaction (net of tax expense of $—; $—; $14.2; $273.5) | | — | | | — | | | — | | | — | | | 53.4 | | | 0.26 | | | 1,028.8 | | | 5.05 | | Net Investment Gain (Loss), Other (net of tax expense (benefit) of $(7.8); $(3.5); $1.9; $(20.9)) | | (28.2) | | | (0.14) | | | (12.2) | | | (0.07) | | | 7.2 | | | 0.03 | | | (82.3) | | | (0.40) | | Total Net Investment Gain (Loss) | | (28.2) | | | (0.14) | | | (12.2) | | | (0.07) | | | 60.6 | | | 0.29 | | | 946.5 | | | 4.65 | | Items Related to Closed Block Individual Disability Reinsurance Transaction | | | | | | | | | | | | | | | | | Amortization of the Cost of Reinsurance (net of tax benefit of $9.3; $10.6; $14.7; $0.6) | | (34.8) | | | (0.18) | | | (39.7) | | | (0.20) | | | (55.1) | | | (0.27) | | | (2.0) | | | (0.01) | | Non-Contemporaneous Reinsurance (net of tax benefit of $7.3; $7.2; $7.0; $—) | | (27.5) | | | (0.14) | | | (27.2) | | | (0.13) | | | (25.9) | | | (0.12) | | | — | | | — | | Change in Benefit Reserves (net of tax benefit of $—; $—; $—; $269.8) | | — | | | — | | | — | | | — | | | — | | | — | | | (1,014.7) | | | (4.98) | | Transaction Costs (net of tax benefit of $—; $—; $1.2; $4.4) | | — | | | — | | | — | | | — | | | (5.0) | | | (0.02) | | | (16.6) | | | (0.08) | | Net Tax Benefits of Reinsurance Transaction | | — | | | — | | | — | | | — | | | — | | | — | | | 36.5 | | | 0.18 | | Total Items Related to Closed Block Individual Disability Reinsurance Transaction | | (62.3) | | | (0.32) | | | (66.9) | | | (0.33) | | | (86.0) | | | (0.41) | | | (996.8) | | | (4.89) | | Reserve Assumption Updates (net of tax expense (benefit) of $(37.9); $51.2; $49.1; $(35.5)) | | (139.3) | | | (0.70) | | | 192.1 | | | 0.96 | | | 185.9 | | | 0.91 | | | (133.5) | | | (0.66) | | Impairment Loss on Internal-Use Software (net of tax benefit of $—; $—; $2.5; $—) | | — | | | — | | | — | | | — | | | (9.6) | | | (0.05) | | | — | | | — | | Cost Related to Early Retirement of Debt (net of tax benefit of $—; $—; $14.1; $—) | | — | | | — | | | — | | | — | | | (53.2) | | | (0.26) | | | — | | | — | | Impairment Loss on ROU Asset (net of tax benefit of $—; $—; $2.9; $2.7) | | — | | | — | | | — | | | — | | | (11.0) | | | (0.05) | | | (10.0) | | | (0.05) | | Impact of U.K. Tax Rate Increase | | — | | | — | | | — | | | — | | | (23.6) | | | (0.12) | | | — | | | — | | Costs Related to Organizational Design Update (net of tax benefit of $—; $—; $—; $4.7) | | — | | | — | | | — | | | — | | | — | | | — | | | (18.6) | | | (0.09) | | After-tax Adjusted Operating Income | | $ | 1,513.6 | | | $ | 7.66 | | | $ | 1,294.2 | | | $ | 6.40 | | | $ | 917.9 | | | $ | 4.48 | | | $ | 1,005.4 | | | $ | 4.93 | | | | | | | | | | | | | | | | | | | * Assuming Dilution
| (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.
| 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 | | | | | | | |
2024 UNUM GROUP PROXY STATEMENT | | | | 12/31/2020
| | | | | | | | | | | | Average Adjusted Stockholders' Equity
| | | $ 9,667.3
| | | | | | | 123 |
| | | | | | | | | | | | | | | | | | | After-Tax Adjusted Operating Income (Loss) (in millions) | | Average Allocated Equity(1) (in millions) | | Adjusted Operating Return on Equity | | | | | Year Ended December 31, 2023 | | | | | | Unum US | $ | 1,071.0 | | | $ | 4,635.7 | | | 23.1 | % | Unum International | 127.9 | | | 774.3 | | | 16.5 | % | Colonial Life | 315.6 | | | 1,744.5 | | | 18.1 | % | Core Operating Segments | 1,514.5 | | | 7,154.5 | | | 21.2 | % | Closed Block | 120.8 | | | 5,295.1 | | | | Corporate | (121.7) | | | (573.7) | | | | Total | $ | 1,513.6 | | | $ | 11,875.9 | | | 12.7 | % | | | | | | | Year Ended December 31, 2022 | | | | | | Unum US | $ | 768.6 | | | $ | 4,675.8 | | | 16.4 | % | Unum International | 161.8 | | | 781.6 | | | 20.7 | % | Colonial Life | 325.9 | | | 1,642.5 | | | 19.9 | % | Core Operating Segments | 1,256.3 | | | 7,099.9 | | | 17.7 | % | Closed Block | 194.1 | | | 4,873.7 | | | | Corporate | (156.2) | | | (979.8) | | | | Total | $ | 1,294.2 | | | $ | 10,993.8 | | | 11.8 | % | | | | | | | Year Ended December 31, 2021 | | | | | | Unum US | $ | 315.6 | | | $ | 4,481.3 | | | 7.0 | % | Unum International | 84.2 | | | 808.0 | | | 10.4 | % | Colonial Life | 319.2 | | | 1,597.9 | | | 20.0 | % | Core Operating Segments | 719.0 | | | 6,887.2 | | | 10.4 | % | Closed Block | 268.6 | | | 4,265.6 | | | | Corporate | (69.7) | | | (1,046.1) | | | | Total | $ | 917.9 | | | $ | 10,106.7 | | | 9.1 | % |
(1)Excludes unrealized gain (loss) on securities, the effect of change in discount rate assumptions on the liability for future policy benefits, and net gain (loss) on hedges and is calculated using the stockholders' equity balances presented on the next page. Due to the implementation of ASU 2018-12 for which the beginning balances of 2021 PROXY STATEMENT 117 for certain stockholders' equity line items were adjusted, we are computing the average allocated equity for 2021 using internally allocated equity that reflects the adjusted beginning balance at January 1, 2021. As a result, average equity for the year ended December 31, 2021 for certain of our segments will not compute using the historical allocated equity at December 31, 2020.
| | | | | | | | | | | | 124 | | | 2024 UNUM GROUP PROXY STATEMENT |
| | | | | | | | | | | | | | | | | | | | | | | | | 12/31/2023 | | 12/31/2022 | | 12/31/2021 | | 01/01/2021 | | (in millions) | Total Stockholders' Equity | $ | 9,651.4 | | | $ | 8,735.0 | | | $ | 6,033.9 | | | $ | 4,166.0 | | Excluding: | | | | | | | | Net Unrealized Gain (Loss) on Securities | (1,919.1) | | | (3,028.4) | | | 4,014.4 | | | 5,315.8 | | Effect of Change in Discount Rate Assumptions on the Liability for Future Policy Benefits | (648.4) | | | 313.9 | | | (8,570.7) | | | (10,932.5) | | Net Gain (Loss) on Hedges | (73.7) | | | (9.6) | | | 61.8 | | | 97.8 | | Total Adjusted Stockholders' Equity | $ | 12,292.6 | | | $ | 11,459.1 | | | $ | 10,528.4 | | | $ | 9,684.9 | | | | | | | | | | | Twelve Months Ended | | | | 12/31/2023 | | 12/31/2022 | | 12/31/2021 | | | | (in millions) | | | Average Adjusted Stockholders' Equity | $ | 11,875.9 | | | $ | 10,993.8 | | | $ | 10,106.7 | | | |
| 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
| | | | | | | | | | | | | | | | | | | | | | | | | 12/31/2023 | | 12/31/2022 | | (in millions) | | per share | | (in millions) | | per share | Total Stockholders' Equity (Book Value) | $ | 9,651.4 | | | $ | 49.91 | | | $ | 8,735.0 | | | $ | 44.17 | | Excluding: | | | | | | | | Net Unrealized Loss on Securities | (1,919.1) | | | (9.92) | | | (3,028.4) | | | (15.31) | | Effect of Change in Discount Rate Assumptions on the Liability for Future Policy Benefits | (648.4) | | | (3.35) | | | 313.9 | | | 1.59 | | Net Loss on Hedges | (73.7) | | | (0.39) | | | (9.6) | | | (0.05) | | Subtotal | 12,292.6 | | | 63.57 | | | 11,459.1 | | | 57.94 | | Excluding: | | | | | | | | Foreign Currency Translation Adjustment | (321.1) | | | (1.66) | | | (390.1) | | | (1.98) | | Subtotal | 12,613.7 | | | 65.23 | | | 11,849.2 | | | 59.92 | | Excluding: | | | | | | | | Unrecognized Pension and Postretirement Benefit Costs | (345.7) | | | (1.79) | | | (334.1) | | | (1.69) | | Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss | $ | 12,959.4 | | | $ | 67.02 | | | $ | 12,183.3 | | | $ | 61.61 | |
| | | | | | | | | | | | | | | 2024 UNUM GROUP PROXY STATEMENT | | | 125 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12/31/2021 | | 12/31/2020 | | 12/31/2019 | | | | (in millions) | | per share | | (in millions) | | per share | | (in millions) | | per share | | | | | Total Stockholders' Equity (Book Value) | $ | 6,033.9 | | | $ | 29.79 | | | $ | 10,871.0 | | | $ | 53.37 | | | $ | 9,965.0 | | | $ | 49.10 | | | | | | Excluding: | | | | | | | | | | | | | | | | Net Unrealized Gain on Securities | 4,014.4 | | | 19.82 | | | 1,067.7 | | | 5.24 | | | 615.9 | | | 3.03 | | | | | | Effect of Change in Discount Rate Assumptions on the Liability for Future Policy Benefits | (8,570.7) | | | (42.32) | | | — | | | — | | | — | | | — | | | | | | Net Gain on Hedges | 61.8 | | | 0.30 | | | 97.8 | | | 0.48 | | | 187.8 | | | 0.93 | | | | | | Subtotal | 10,528.4 | | | 51.99 | | | 9,705.5 | | | 47.65 | | | 9,161.3 | | | 45.14 | | | | | | Excluding: | | | | | | | | | | | | | | | | Foreign Currency Translation Adjustment | (274.1) | | | (1.35) | | | (261.3) | | | (1.28) | | | (281.6) | | | (1.39) | | | | | | Subtotal | 10,802.5 | | | 53.34 | | | 9,966.8 | | | 48.93 | | | 9,442.9 | | | 46.53 | | | | | | Excluding: | | | | | | | | | | | | | | | | Unrecognized Pension and Postretirement Benefit Costs | (396.0) | | | (1.96) | | | (530.0) | | | (2.61) | | | (484.8) | | | (2.39) | | | | | | Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income (Loss) | $ | 11,198.5 | | | $ | 55.30 | | | $ | 10,496.8 | | | $ | 51.54 | | | $ | 9,927.7 | | | $ | 48.92 | | | | | |
| | | | | | | | | | | | 126 | | | 2024 UNUM GROUP PROXY STATEMENT |
118 2021 PROXY STATEMENT
TABLE OF CONTENTS
APPENDIX A
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 |
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 |
2021 PROXY STATEMENT 119TABLE OF CONTENTS
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 |
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
TABLE OF CONTENTS
Net Income | | | $ 679.3 | | | $ 1.91 | | | $ 411.0 | | | $ 1.23 | | | $ 513.6 | | | $ 1.64 | Excluding: | | | | | | | | | | | | | | | | | | | Income from Discontinued Operations | | | 6.9 | | | 0.02 | | | 7.4 | | ��� | 0.02 | | | 9.6 | | | 0.03 | 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 | | | 2.2 | | | 0.01 | | | 95.8 | | | 0.28 | | | 42.8 | | | 0.14 | After-tax Adjusted Operating Income | | | $786.2 | | | $2.21 | | | $603.3 | | | $1.80 | | | $513.1 | | | $1.64 |
*Assuming Dilution.
**Does not reflect the impact of ASU 2010-26.
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 |
TABLE OF CONTENTS
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 |
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 |
TABLE OF CONTENTS
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 |
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 |
|
|