AFLAC INC
For the period ended May 6, 2024. Filed Mar 21, 2024.
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May 6, 2024 · Filed Mar 21, 2024
Contents
Nonqualified Deferred Compensation
| EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 67 |
|---|
Nonqualified Deferred Compensation
The following table provides information on the NEOs’ participation in the Aflac Incorporated Executive Deferred Compensation Plan (“EDCP”).
2023 Nonqualified Deferred Compensation
| Name | ExecutiveContributionsin Last Fiscal Year($) | RegistrantContributionsin Last Fiscal Year($) | AggregateEarnings (Loss)in Last Fiscal Year(3)($) | AggregateWithdrawals/Distributions(4)($) | AggregateBalance at LastFiscal Year-End(5)($) |
|---|---|---|---|---|---|
| Daniel P. Amos(1) | — | 441,100 | 2,485,400 | — | 15,420,305 |
| Max K. Brodén(2) | 886,924 | 423,840 | 459,846 | — | 3,150,908 |
| Frederick J. Crawford(2) | — | 622,608 | 185,996 | — | 3,796,177 |
| Bradley E. Dyslin(2) | — | 408,767 | 771,921 | (185,298) | 4,752,644 |
| Audrey Boone Tillman | 44,400 | — | 443,358 | — | 2,529,880 |
(1)The Company contribution of $441,100, which is a portion of Mr. Amos’ salary, is compensation deferred at the direction of the Compensation Committee and is included in the Salary column of the Summary Compensation Table for the current year. The funds are 100% vested.
(2)The $423,840, $622,608 and $408,767 deferred compensation for Messrs. Brodén, Crawford, and Dyslin, respectively, represents unvested Company-funded contributions in the amount of 15% of their annual compensation (base salary plus MIP). The funds for 2023 were credited to the EDCP in March 2024. This is an annual contribution approved by the Compensation Committee since Messrs. Brodén, Crawford and Dyslin are not eligible to participate in the Company’s executive retirement plans. Annual contributions will be 100% vested on the earlier of (i) the later of 15 years of employment or 5 years participation, (ii) age 65, (iii) change in control, (iv) death, or (v) disability. The amount shown in the table is included in the Summary Compensation Table for the current year in the All Other Compensation column. Additionally, previous years’ deferrals included in the Aggregate Balance column were reported as compensation in prior periods. Pursuant to the terms of the LOA entered into with Mr. Crawford on October 30, 2023, Mr. Crawford’s EDCP will become fully vested upon his retirement on September 30, 2024. For more information regarding the employment letter of agreement, see “Employment Agreements” on page 58.
(3)The Company does not pay or credit above-market earnings on amounts deferred by or on behalf of executives.
(4)Distributions for Mr. Dyslin were made in accordance with his elections under the EDCP on amounts deferred from his compensation.
(5)The amounts reported represent balances from the EDCP and include various amounts previously reported in the Summary Compensation Table as Salary, Non-equity Incentive Plan Compensation or All Other Compensation.
The EDCP allows certain U.S.-based officers, including the NEOs (the “Participants”), to defer up to 75% of their base salaries and their annual non-equity incentive awards. The Company may make discretionary matching or other discretionary contributions in such amounts, if any, that the Compensation Committee may determine each year.
Portions of the EDCP are subject to Section 409A of the Internal Revenue Code (“Section 409A”) with respect to deferred amounts that became earned and vested on or after January 1, 2005. Deferred amounts earned and vested prior to 2005 (“grandfathered” amounts) under the EDCP are not subject to Section 409A’s requirements and continue to be governed generally under the terms of the EDCP and the tax laws in effect before January 1, 2005. All NEOs have met the applicable vesting requirements with the exception of Messrs. Brodén, Crawford and Dyslin.
The amounts in the Aggregate Balance at Last Fiscal Year-End column include investment earnings (and losses) determined under phantom investments. Account balances may be invested in phantom investments selected by Participants from an array of investment options that substantially mirror the funds available under the Company’s 401(k) Plan, except for Common Stock. Participants can change their investment selections (unless prohibited by the fund) in the same manner that applies to participants in the 401(k) Plan.
Each year, when Participants elect whether to defer compensation under the EDCP for the following year, they also elect the timing and form of future distributions arising from those deferrals, with a separate election permitted for each type of deferral (i.e., salary and non-equity incentive award). Specifically, a Participant may elect distributions beginning in a specific year (even if employment has not then ended) or beginning six months after the termination of employment. Participants may choose to have any distribution made in a lump sum or in up to ten annual installments. Employee deferrals are 100% vested. Distributions attributable to discretionary contributions are made in the form and at the time specified by the Company.
A Participant may delay the timing and form of distributions attributable to deferrals as long as the change is made at least twelve months before the initial distribution date. With respect to non-grandfathered amounts, new elections also must satisfy the additional requirements of Section 409A. In general, Section 409A provides that distributions may not be accelerated (other than for hardships) and any delayed distribution may not begin earlier than five years after the original distribution date.
Deferral amounts for which no distribution elections have been made are distributed in a lump sum six months after a Participant separates from service.
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