AFLAC INC
For the period ended May 6, 2024. Filed Mar 21, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2024 · Filed Mar 21, 2024
Contents
Equity Compensation
As shown below, Non-employee Directors also receive equity on a regular basis to ensure that their interests are aligned with those of our shareholders.
| Timing of equity grant | Form of equity grant(1) | Value of equity grant(2) |
|---|---|---|
| Upon joining the Board | nonqualified stock options, restricted stock, stock appreciation rights, or a combination thereof | aggregate value as determined by the Board not in excess of the value of a nonqualified stock option covering 20,000 shares of Common Stock |
| Annually, at the discretion of the Board | restricted stock, nonqualified stock options, stock appreciation rights, or a combination thereof | aggregate dollar value of approximately $165,000 (3) |
(1)If the Board determines that restricted stock grants will be made, it may permit Non-employee Directors to elect to receive nonqualified stock options in lieu thereof. In 2023, the Board made grants of restricted stock, and none of the Non-employee Directors made the election.
(2)The values of any nonqualified stock options or stock appreciation rights are determined based upon the most current Black-Scholes-Merton three-year period valuation price of option shares as determined by the Compensation Committee’s independent compensation consultant. For grants made in the three-year period of 2022 to 2024, our deemed fair value of a stock option is $17.34.
(3)The aggregate dollar value will be increased to $180,000 in 2024 to align the grant with the peer group median as determined by the Compensation Committee’s independent compensation consultant.
| Position | Ownership Guideline | What Counts | What Does Not Count |
|---|---|---|---|
| Non-employee Directors | 5x annual cash retainer | Ownership includes all shares beneficially owned by the Non-employee Director, as well as time-based, unvested restricted shares. | Stock options (vested or unvested) do not count toward these stock ownership guidelines. |
For additional information, please see “Additional Executive Compensation Plan Practice and Procedures” on page 58.
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