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
Summary Compensation Table
2023 Summary Compensation Table
The following table provides information concerning total compensation earned or paid for 2023 and, to the extent required by the SEC disclosure rules, 2022 and 2021 to our CEO, CFO, and the three other most highly compensated executive officers who were serving as executive officers at the end of 2023. These five officers are referred to as our NEOs in this Proxy Statement.
| Name andPrincipal Position · Year · Salary(1)($) · Bonus($) · StockAwards(2)($) · OptionAwards(2)($) · Non-equityIncentivePlanCompensation($) · Change inPensionValue andNonqualifiedDeferredCompensationEarnings(3)($) · All OtherCompensation(4)($) · Total($) · TotalwithoutChange inPensionValue*($) | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Daniel P. AmosChairman and CEO | 2023 | 1,441,100 | — | 10,270,666 | — | 5,796,333 | 2,720,265 | 474,889 | 20,703,253 | 17,982,988 | ||||||
| 2022 | 1,441,100 | — | 9,495,081 | — | 4,548,167 | — | 291,943 | 15,776,291 | 15,776,291 | |||||||
| 2021 | 1,441,100 | — | 9,122,025 | — | 4,809,396 | — | 355,712 | 15,728,233 | 15,728,233 | |||||||
| Max K. BrodénExecutive Vice President,CFO | 2023 | 750,000 | — | 2,428,668 | — | 2,075,603 | — | 479,749 | 5,734,020 | 5,734,020 | ||||||
| 2022 | 655,000 | — | 1,724,741 | — | 1,303,206 | — | 356,238 | 4,039,185 | 4,039,185 | |||||||
| 2021 | 620,000 | — | 2,292,401 | — | 1,128,701 | — | 304,452 | 4,345,554 | 4,345,554 | |||||||
| Frederick J. CrawfordPresident and COO | 2023 | 997,500 | — | 3,078,084 | — | 3,153,222 | — | 967,690 | 8,196,496 | 8,196,496 | ||||||
| 2022 | 950,000 | — | 3,000,921 | — | 2,599,237 | — | 589,982 | 7,140,140 | 7,140,140 | |||||||
| 2021 | 908,333 | — | 2,149,596 | — | 2,649,889 | — | 558,729 | 6,266,547 | 6,266,547 | |||||||
| Bradley E. DyslinExecutive Vice President,Global ChiefInvestment Officer;President, AflacGlobal Investments | 2023 | 625,000 | — | 1,125,293 | — | 2,100,111 | 49,952 | 426,855 | 4,327,211 | 4,277,259 | ||||||
| Audrey Boone TillmanExecutive Vice President,General Counsel | 2023 | 740,000 | — | 1,979,004 | — | 1,254,524 | 2,509,620 | 27,508 | 6,510,656 | 4,001,036 | ||||||
| 2022 | 740,000 | — | 2,025,875 | — | 1,045,629 | — | 20,435 | 3,831,939 | 3,831,939 | |||||||
| 2021 | 700,000 | — | 1,823,926 | — | 1,100,700 | — | 17,493 | 3,642,119 | 3,642,119 | |||||||
*Total without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. This additional column has been included to show the effect that the year-over-year change in pension value had on total compensation as determined under applicable SEC rules. The amounts reported in the Total without Change in Pension Value column differ from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value, as discussed in footnote 3 below, is subject to many external variables that are not related to the Company’s performance.
(1)In each of the three years above, includes $441,100 deferred for Mr. Amos. This amount is included in the 2023 Nonqualified Deferred Compensation table below. See “Elements of Our Executive Compensation Program — Base Salary” in the Compensation Discussion and Analysis section of this Proxy Statement for information about adjustments to base salaries in 2023.
(2)In accordance with the SEC’s reporting requirements, we report all equity awards at their full grant date fair value under ASC 718 at target-level performance for PBRS, which is the probable achievement level of the performance conditions. 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. See “Elements of Our Executive Compensation Program — Long-Term Incentives” in the Compensation Discussion and Analysis section of this Proxy Statement for additional information about these long-term incentives and their terms. Assuming achievement of performance goals at the maximum level, the aggregate grant date fair value of the PBRS would be: Daniel P. Amos, $20,541,332; Max K. Brodén, $3,857,310; Frederick J. Crawford, $6,156,169; Bradley Dyslin, $2,250,587; Audrey Boone Tillman, $3,958,008. See page 64 for a more details of our outstanding equity grants compared to fair market value as of December 31, 2023.
(3)No amount in this column is attributable to above-market earnings on deferred compensation. Messrs. Brodén and Crawford are not eligible to participate in the Company’s defined benefit plans because the plans were frozen to new participants before they joined the Company. See the “Pension Benefits” section and the accompanying table beginning on page 65 for a more detailed discussion of the retirement plans.
(4)Additional information regarding all other compensation is provided in detail in the “All Other Compensation” and “Perquisites” tables below.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.