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
Pay Versus Performance
| 74 | AFLAC INCORPORATED | EXECUTIVE COMPENSATION |
Pay Versus Performance
The following table shows the total compensation for the past four fiscal years for our NEOs as set forth in the Summary Compensation Table, the “Compensation Actually Paid” (or “CAP”) to our CEO, and, on an average basis, our other NEOs, our TSR, the TSR of the S&P Life & Health Insurance index over the same period, our net income, and our principal financial measure for compensation purposes, Adjusted Return on Equity. CAP figures do not reflect the actual amount of compensation earned by or paid to our NEOs during the applicable year. For information regarding the decisions made by our Compensation Committee in regard to the NEOs’ compensation for each fiscal year, please see the Compensation Discussion & Analysis section of this Proxy Statement reporting pay for the fiscal years covered in the Pay Versus Performance table.
| Year · SummaryCompensation TableTotal for PEO(1) · Compensation Actually Paid toPEO(2)(7) · Average SummaryCompensation TableTotal for Non-PEONEOs(3) · AverageCompensationActually Paid toNon-PEONEOs(2)(7) · Value of Initial Fixed $100Investment Based On: · NetIncome*(5) · AdjustedReturn onEquity(5)(6) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total ShareholderReturn · Peer Group TotalShareholderReturn(4) | ||||||||
| 2023 | $20,703,253 | $40,403,440 | $6,192,096 | $8,502,767 | $172.49 | $142.87 | $4,659 | 14.2% |
| 2022 | $15,776,291 | $32,797,790 | $5,168,408 | $8,807,465 | $146.94 | $136.53 | $4,418 | 13.9% |
| 2021 | $15,728,233 | $27,847,653 | $4,757,806 | $7,213,661 | $116.29 | $123.73 | $4,231 | 15.9% |
| 2020 | $22,613,727 | $13,548,137 | $4,207,154 | $2,770,566 | $86.42 | $90.52 | $4,778 | 15.0% |
- in Millions
(1)The Principal Executive Officer (“PEO”) in fiscal years 2023, 2022, 2021, and 2020 is Daniel P. Amos.
(2)Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and the same assumptions that were used for stock options granted that year. Performance-based restricted share grant date fair values are calculated using ASC 718 at target-level performance. The Company’s valuation assumptions are described in Note 12, “Share-Based Compensation,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2023. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vest, as applicable.
(3)The NEOs included in the calculation of average NEO compensation in fiscal year 2023 are Max K. Brodén, Frederick J. Crawford, Bradley E. Dyslin, and Audrey Boone Tillman. NEOs included in the calculation for fiscal years 2022, 2021, and 2020 are Max K. Brodén, Frederick J. Crawford, Eric M. Kirsch, and Audrey Boone Tillman.
(4)The peer group used for Total Shareholder Return is the S&P Life & Health Insurance index.
(5)Amounts for years 2021 and 2022 have been adjusted for the adoption of accounting guidance on January 1, 2023 related to accounting for long-duration insurance contracts.
(6)Adjusted Return on Equity (AROE) is defined as Adjusted Earnings, excluding the impact of foreign currency, divided by Adjusted Book Value. AROE, Adjusted Earnings excluding the impact of foreign currency, and Adjusted Book Value are not calculated in accordance with GAAP. See Appendix A to this Proxy Statement for definitions for these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures.
(7)SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine the Compensation Actually Paid as reported in the Pay vs. Performance Table. CAP does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, CAP is calculated as Summary Compensation Table total compensation adjusted to reflect certain changes in the fair market value of outstanding equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date), and an adjustment for the aggregate value of service costs and prior service costs of pension benefits. No adjustment is made for dividends as dividends are factored into the fair market value of the award. The following table details these adjustments:
| Year · Executive(s) · SummaryCompensationTable Total · Subtract changein actuarialpresent value ofpension · Subtract grantdate fair value ofstock awardsgranted duringthe fiscal year · Add aggregatevalue of servicecosts and priorservice costs ofpensionbenefits · Add year-endvalue of stockawardsgrantedduring thefiscal year · Add change invalue of stockawardsgranted inprior years · Add change invalue ofvested stockawardsgranted inprior years · CompensationActually Paid | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2023 | CEO | $20,703,253 | ($2,720,265) | ($10,270,666) | $0 | $12,953,190 | $19,993,385 | ($255,457) | $40,403,440 | ||||||
| Other NEOs | $6,192,096 | ($1,279,786) | ($2,152,762) | $15,143 | $2,708,968 | $3,055,883 | ($36,775) | $8,502,767 | |||||||
| 2022 | CEO | $15,776,291 | $0 | ($9,495,081) | $0 | $11,062,631 | $14,073,792 | $1,380,157 | $32,797,790 | ||||||
| Other NEOs | $5,168,408 | $0 | ($2,212,712) | $16,124 | $2,578,010 | $2,958,342 | $299,293 | $8,807,465 | |||||||
| 2021 | CEO | $15,728,233 | $0 | ($9,122,925) | $0 | $11,817,648 | $8,615,430 | $809,267 | $27,847,653 | ||||||
| Other NEOs | $4,757,806 | ($20,722) | ($1,905,211) | $16,359 | $2,418,346 | $1,507,483 | $439,600 | $7,213,661 | |||||||
| 2020 | CEO | $22,613,727 | ($8,514,587) | ($8,471,063) | $0 | $7,297,544 | $683,122 | ($60,606) | $13,548,137 | ||||||
| Other NEOs | $4,207,154 | ($987,130) | ($1,520,233) | $18,459 | $1,309,629 | ($116,934) | ($140,379) | $2,770,566 | |||||||
| EXECUTIVE COMPENSATION | 2024 PROXY STATEMENT | 75 |
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The following graphs illustrate the relationship between CAP and financial performance measures in the Pay Versus Performance table:
CAP vs. Company and Peer Group TSR
CAP vs. Company Net Income
CAP vs. Adjusted Return on Equity
| Seven Most Important Company Performance Measures for Determining NEO Compensation: | ||
|---|---|---|
| •Adjusted Return on Shareholders’ Equity | •U.S. Segment Net Earned Premium | •Japan Segment Net Earned Premium |
| •Adjusted Earnings per diluted Share (excluding foreign currency effect) | •Japan Segment New Annualized Premium | •Net Investment Income - Aflac Global Investments |
| •U.S. Segment New Annualized Premium | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.