Unum Group
For the period ended Apr 11, 2024. Filed Apr 11, 2024.
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Apr 11, 2024 · Filed Apr 11, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
| Preliminary Proxy Statement | |
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| X | Definitive Proxy Statement |
|---|---|
| Definitive Additional Materials |
UNUM GROUP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| X | No fee required |
|---|---|
| Fee paid previously with preliminary materials |
Table of Contents
| NOTICE OF 2024 ANNUAL MEETING | REPORT OF THE AUDIT COMMITTEE | 56 | |
|---|---|---|---|
| OF SHAREHOLDERS | 1 | COMPENSATION DISCUSSION AND ANALYSIS | 59 |
| A NOTE ABOUT NON-GAAP FINANCIAL MEASURES | 2 | Business and Performance Review | 60 |
| FORWARD-LOOKING STATEMENTS | 2023 Say-on-Pay Vote and Shareholder Outreach | 63 | |
| AND WEBSITE REFERENCES | 4 | Compensation Program Structure | 63 |
| PROXY SUMMARY | 5 | Components of Executive Compensation | 65 |
| Voting Matters | 5 | Annual and Long-Term Incentive Programs | 66 |
| Key Corporate Governance and Executive | Performance Assessment and Highlights | 74 | |
| Compensation Items | 7 | Roles of the Committee, Chief Executive Officer | |
| Performance Highlights | 9 | and Consultant | 79 |
| Capital Generation for Shareholders | 11 | Compensation Policies and Practices | 82 |
| Total Shareholder Return | 12 | Retirement and Workplace Benefits | 85 |
| 2023 CEO Compensation Summary | 13 | COMPENSATION COMMITTEE REPORT | 88 |
| CORPORATE GOVERNANCE | 16 | COMPENSATION TABLES | 89 |
| Board Overview | 16 | 2023 Summary Compensation Table | 89 |
| Board Evaluation Process | 19 | 2023 Grants of Plan-Based Awards | 92 |
| Director Independence | 20 | 2023 Outstanding Equity Awards at Fiscal Year-End | 93 |
| Process for Selecting and Nominating Directors | 20 | Vesting Schedule for Unvested Restricted Stock Units | 93 |
| Limits on Board and Audit Committee Service | 22 | 2023 Stock Vested | 94 |
| INFORMATION ABOUT THE BOARD OF DIRECTORS | 23 | Current Value of Pension Benefits | 95 |
| Director Nominees | 23 | Non-Qualified Deferred Compensation | 96 |
| Summary of Director Nominee Qualifications and Experience | 35 | Post-Employment Compensation | 97 |
| DIRECTOR COMPENSATION | 36 | CEO PAY RATIO | 102 |
| BOARD AND COMMITTEE GOVERNANCE | 39 | PAY VERSUS PERFORMANCE | 103 |
| Corporate Governance Guidelines | 39 | OWNERSHIP OF COMPANY SECURITIES | 107 |
| Board Leadership Structure | 39 | Security Ownership of Certain Shareholders | 109 |
| Board Meetings and Attendance | 40 | ITEMS TO BE VOTED ON | 110 |
| Committees of the Board | 40 | Election of Directors | 110 |
| The Board's Role in Risk Oversight | 42 | Advisory Vote to Approve Executive Compensation | 110 |
| Director Retirement Policy | 44 | Ratification of Appointment of Independent | |
| Compensation Committee Interlocks | Registered Public Accounting Firm | 111 | |
| and Insider Participation | 44 | Approval of Amendment to Amended and Restated | |
| Related Party Transactions and Policy | 44 | Certificate of Incorporation | 112 |
| Codes of Conduct and Ethics | 45 | ABOUT THE 2024 ANNUAL MEETING | 115 |
| OTHER GOVERNANCE MATTERS | 46 | ADDITIONAL INFORMATION | 120 |
| Shareholder Engagement | 46 | APPENDIX A | 123 |
| Impact and Sustainability | 48 | Reconciliation of Non-GAAP Financial Measures | 123 |
| Risk Management | 55 | ||
We are furnishing proxy materials, including this proxy statement, in connection with the solicitation of proxies on behalf of the Board of Directors, to be voted at the 2024 Annual Meeting of Shareholders of Unum Group and at any adjournment or postponement thereof. Our proxy materials are first being mailed and made available electronically to shareholders on April 11, 2024.
2024 UNUM GROUP PROXY STATEMENT
ABOUT UNUM
Our Purpose
Helping the working world thrive throughout life’s moments.®
A Business for Good
In today’s unpredictable environment, financial protection benefits are more important than ever. As a Fortune 500 company and leading provider of employee benefits, Unum helps millions of people gain access to essential disability, life, accident, critical illness, dental and vision benefits, and leave services, through the workplace. Employers of all sizes depend on us for the comprehensive benefits solutions they need to attract and retain the talent that keeps their businesses growing. And their employees know they can count on us to be there during some of life’s most challenging times.
| OUR BRANDS | |
|---|---|
| A market leader in group and individual disability benefits, and one of the largest providers of group life and voluntary workplace benefits in the U.S. | A leading provider of voluntary worksite benefits, including disability, life, accident, critical illness, cancer, hospitalization, dental and vision coverage in the U.S. |
| A leading provider of group income protection critical illness, life and dental coverages in the U.K. | |
| A leading provider of group and individual life insurance in Poland. | |
Our Strategy
We appreciate that the market dynamics of workplace benefits are continuously evolving, and we remain diligent in engaging with our constituent groups to understand both current and future needs. Our strategy is to:
Remain a market leader in employee benefits and workplace solutions for our customers.
Be a destination for highly engaged employees.
Make a positive impact in the communities where we live and work.
Through strong execution of these priorities, while managing both risk and operating expenses, we expect to deliver leading shareholder return and win in the market.
We believe our disciplined approach to providing financial protection products at the workplace is the best way to reach workers in the U.S. and international markets we serve, and puts us in a position of strength. The products and services we provide have never been more important to employers, employees, and their families. Our strategy remains centered on growing our core businesses through investing and transforming our operations and technology to anticipate and respond to the changing needs of the marketplace, driving enhanced customer experiences and expanding into new adjacent markets through meaningful partnerships and effective deployment of our capital across our portfolio.
Success will also require us to show stable and predictable results in our Closed Block, particularly the long-term care business. We expect to achieve this through active and careful management with a sustained focus on creating value and increasing the predictability of outcomes. In turn, we can reduce overall risk and capital demands while serving the varied needs of our customers with care and compassion.
A LETTER FROM OUR BOARD OF DIRECTORS
April 11, 2024
Dear Fellow Shareholder:
At Unum Group, we’re grounded in our purpose of helping the working world thrive throughout life’s moments. It guides the efforts of our employees, leaders, and the Board, and it’s a call to action that resonates now more than ever. Nearly 45 million people count on us to be there in times of need, and 174,000 employers choose us as a partner to support the wellbeing of their workers. We are proud to stand with them through the challenging moments of life and business.
In 2023, we made significant progress to accelerate our growth and deliver value for all our stakeholders. After-tax adjusted operating income(1) exceeded $1.5 billion from revenues of $12.4 billion. This performance was driven by a double-digit increase in sales and strong growth in premium income in our core operations. Through ongoing investments in our capabilities and the strength of our workforce, we delivered increasingly high levels of service as customers embraced new digital tools and tapped into our expertise. Higher interest rates and strong employment levels added further fuel to our growth trajectory. Our experience over the last few years highlights the need for what we do, and our results and the favorable environment demonstrate the robust and growing demand for our products and services.
Through strong and consistent execution, we delivered meaningful value to our investors. Total shareholder return (TSR) for the year was nearly 14%, ahead of our industry benchmark and peer group. Over the last three years, our TSR has outperformed every peer company and relevant benchmark indices, and we remain an attractive long-term investment built on a strong franchise.
Our consistent performance has its roots in actions we took years ago. Beginning in 2019, we accelerated investments in new capabilities and our people, and remained steadfast in our approach throughout the economic uncertainty of the pandemic. This has clearly paid off as we now set the standard for excellence and innovation in the marketplace. Recent actions we've taken in our Closed Block of legacy policies we service and support, but no longer actively market, provide greater predictability and enhanced performance of our long-term care business. This includes having fully recognized the long-term care statutory reserves required by the Maine Bureau of Insurance ahead of schedule. Those actions have provided a strong capital position behind the business, which has mitigated the need for future contributions under current assumptions.
As we look to the future, we will remain disciplined stewards of Unum’s capital and franchise value as we focus on enhancing our operations and continuing to innovate in ways that resonate with our customers and the market. Services like Unum Total Leave™ and the recently launched Unum Care Hub are digital-first services that address some of today’s most challenging workplace issues – employee leave management and wellbeing. Platforms like Unum HR Connect® provide unique back-office capabilities that better integrate our offerings with our customers. Digital portals such as Colonial Life's Gathr™ make enrolling and managing benefits modern and intuitive. These and other solutions are being well received in the market and play an important role in driving greater efficiency and financial flexibility that further position us on a sustainable growth path.
Strong leadership and engaged employees are critical to durable success, and we as a Board have long prioritized making investments in our talent. That remained a focus in 2023 as we nurtured our already-deep leadership bench strength, invested to keep Unum competitive in the talent marketplace and supported actions that enabled our people to realize their full potential. Thanks to ongoing efforts to embed inclusion and diversity of thought into our operations, our strong work culture is becoming even more resilient and effective. Through these and other steps, we ensure Unum remains a dynamic and compelling place to work and grow a career.
A LETTER FROM OUR BOARD OF DIRECTORS
As Board members, these principles are just as relevant to us. We welcomed Mojgan Lefebvre to our Board last year, an addition that brings valuable insight into issues surrounding digital capabilities, cybersecurity and a variety of operations functions thanks to her experience as a technology and operations executive. With her onboarding, we are pleased to have achieved gender parity on our Board, an effort that reflects our deep commitment to bringing diverse voices to our discussions and decisions. We also regularly engage in opportunities to remain fluent with key issues that may impact our business and industry.
Together, all of us at Unum recognize the obligations we have to all stakeholders to deliver on our commitments. We’re proud to have been recognized for the fourth year in a row as one of the World’s Most Ethical Companies by Ethisphere®, a global leader in defining and advancing corporate ethical standards. This and other third-party recognitions speak to our focus on doing the right thing and living up to our We Are Unum set of core values and our Code of Conduct. These principles guide our every action to not only serve our customers well but also advocate for access to essential financial protection benefits for all workers in the markets where we operate. They speak to the commitment we have to support our local communities and reduce the impact we have on the environment. Our values instill an unwavering customer focus and the importance of personal responsibility. Collectively, they represent a pledge to operate with integrity and compassion.
The Board is committed to representing the interests of shareholders and driving Unum’s long-term success through good corporate governance. We take a thorough approach to governance that assesses performance and risk, demands regulatory compliance, offers insight on corporate strategy, and provides oversight of compensation, investment activity and other financial matters. We conduct a regular outreach and engagement program that enables us to receive valuable feedback from shareholders on a wide variety of topics. We also monitor Unum’s culture through feedback from employee engagement surveys, an ethics hotline and other processes so that the company remains true to its values.
On behalf of our nearly 11,000 employees, thank you for your continued support of Unum. We all share a commitment to deliver the benefits and services people and companies count on every day, and we’re well-positioned for sustained success.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.