Unum Group
For the period ended Dec 31, 2024. Filed Apr 10, 2025.
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Dec 31, 2024 · Filed Apr 10, 2025
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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 2025 ANNUAL MEETING | COMPENSATION DISCUSSION AND ANALYSIS | 56 | |
|---|---|---|---|
| OF SHAREHOLDERS | 1 | Business and Performance Review | 57 |
| A NOTE ABOUT NON-GAAP FINANCIAL MEASURES | 2 | 2024 Say-on-Pay Vote and Shareholder Outreach | 60 |
| FORWARD-LOOKING STATEMENTS | Compensation Program Structure | 60 | |
| AND WEBSITE REFERENCES | 4 | Components of Executive Compensation | 62 |
| PROXY SUMMARY | 5 | Annual and Long-Term Incentive Programs | 63 |
| Voting Matters | 5 | Performance Assessment and Highlights | 70 |
| Key Corporate Governance and Executive | Roles of the Committee, Chief Executive Officer | ||
| Compensation Items | 7 | and Consultant | 76 |
| Performance Highlights | 9 | Compensation Policies and Practices | 79 |
| Capital Generation for Shareholders | 11 | Retirement and Workplace Benefits | 82 |
| Total Shareholder Return | 11 | COMPENSATION COMMITTEE REPORT | 86 |
| 2024 CEO Compensation Summary | 12 | COMPENSATION TABLES | 87 |
| CORPORATE GOVERNANCE | 15 | 2024 Summary Compensation Table | 87 |
| Board Overview | 15 | 2024 Grants of Plan-Based Awards | 90 |
| Board Evaluation Process | 18 | 2024 Outstanding Equity Awards at Fiscal Year-End | 91 |
| Director Independence | 19 | Vesting Schedule for Unvested Restricted Stock Units | 91 |
| Process for Selecting and Nominating Directors | 19 | 2024 Stock Vested | 92 |
| Limits on Board and Audit Committee Service | 21 | Current Value of Pension Benefits | 93 |
| INFORMATION ABOUT THE BOARD OF DIRECTORS | 22 | Non-Qualified Deferred Compensation | 94 |
| Director Nominees | 22 | Post-Employment Compensation | 95 |
| Additional Current Director - Retiring at the Annual Meeting | 33 | CEO PAY RATIO | 101 |
| Summary of Director Nominee Qualifications and Experience | 34 | PAY VERSUS PERFORMANCE | 102 |
| DIRECTOR COMPENSATION | 35 | EQUITY COMPENSATION PLAN INFORMATION | 106 |
| BOARD AND COMMITTEE GOVERNANCE | 38 | OWNERSHIP OF COMPANY SECURITIES | 107 |
| Corporate Governance Guidelines | 38 | Security Ownership of Certain Shareholders | 109 |
| Board Leadership Structure | 38 | ITEMS TO BE VOTED ON | 110 |
| Board Meetings and Attendance | 39 | Election of Directors | 110 |
| Committees of the Board | 39 | Advisory Vote to Approve Executive Compensation | 110 |
| The Board's Role in Risk Oversight | 41 | Ratification of Appointment of Independent | |
| Director Retirement Policy | 43 | Registered Public Accounting Firm | 111 |
| Compensation Committee Interlocks | Approval of the Unum European Holding Company Limited SAYE | ||
| and Insider Participation | 43 | Share Option Scheme 2025 | 112 |
| Related Party Transactions and Policy | 43 | ABOUT THE 2025 ANNUAL MEETING | 114 |
| Codes of Conduct and Ethics | 44 | ADDITIONAL INFORMATION | 119 |
| OTHER GOVERNANCE MATTERS | 45 | APPENDIX A | 122 |
| Shareholder Engagement | 45 | Unum European Holding Company Limited SAYE Share Option | |
| Impact and Sustainability | 47 | Scheme 2025 | 122 |
| Risk Management | 52 | APPENDIX B | 136 |
| REPORT OF THE AUDIT COMMITTEE | 53 | Reconciliation of Non-GAAP Financial Measures | 136 |
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 2025 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 10, 2025.
| UNUM GROUP | 2025 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 and investment strategy, we expect to deliver leading shareholder returns 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 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.
| UNUM GROUP | 2025 PROXY STATEMENT |
|---|
A LETTER FROM OUR BOARD OF DIRECTORS
April 10, 2025
Dear Fellow Shareholder:
Unum Group is a purpose-driven company committed to help the working world thrive through life's moments. Nearly 47 million people rely on our products and services in times of need, and 178,000 employers partner with us to support their workers. We are focused on enhancing the financial, physical and mental wellbeing of those we serve, and we’re proud to be the choice for individuals and companies to stand at their side through the challenges of business and life.
By staying focused on our north star of helping others, we continued to deliver growth and significant value to our shareholders in 2024. Our after-tax adjusted operating income(1) was $1.59 billion from revenues of $12.9 billion. This performance was driven by steady execution in our core operations, effective management of our investment portfolio and greater predictability in the long-term care business. High interest rates and strong employment levels remained tailwinds for us. Significant investments in our digital capabilities continued to enhance the experience for our customers, fueling our growth and positioning Unum Group as the leader in employee benefits.
Our performance and the effectiveness of our capital management approach delivered significant value for you, our investors. Total shareholder return (TSR) for the year was an exceptional 66%, surpassing our industry benchmark and peer group. With TSR outpacing our industry, peer companies and relevant benchmark indices, we believe we remain an attractive long-term investment built on a strong franchise.
With a history spanning more than 175 years, we operate with the long view in mind. That is evident in the strong executive leadership team of the company, which has continued to take actions to enhance business outcomes and deliver sustained success. Ongoing investments in digital capabilities and our people have created market-leading experiences for our customers. Capital and rate actions have provided greater predictability and enhanced performance of our long-term care block of legacy policies that we continue to service and support but no longer actively market. The quality and diversification of our investment portfolio has enhanced returns essential to our ability to pay claims. Our strengthening franchise and ability to generate significant capital gives us the flexibility we need to fund our various priorities.
For our customers and partners, we prioritize funding capabilities that ensure we can deliver experiences that resonate with our customers and the market. Unum Total Leave™ and the Unum Care Hub are digital-first services addressing 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 MyUnum and Gathr® make enrolling and managing benefits modern and intuitive. These and other solutions play an important role in driving greater satisfaction and helping us protect more workers.
Our people deliver on our brand promise every day and are an essential ingredient to our bright future. As a Board, we have long prioritized investing in our talent and cultivating our already deep leadership bench strength. Investments in our employee experience keep Unum competitive in the talent marketplace and a compelling place for employees to nurture their careers. A steady focus on our workplace culture has deepened employee engagement, strengthened resilience and cultivated the diversity of thought that ensures we reflect the values of those we serve.
As Board members, we are committed to representing your interests and driving Unum’s long-term success through good corporate governance. Our thorough approach assesses performance and risk, demands regulatory compliance, offers insights on strategy and provides oversight of compensation, investment activity and other financial matters. Through the Board’s deep and varied experience, we have the range of viewpoints needed to provide effective guidance, and we engage in opportunities to remain fluent with key issues that may
| UNUM GROUP | 2025 PROXY STATEMENT |
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A LETTER FROM OUR BOARD OF DIRECTORS
impact our business and industry. 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 to ensure the company remains true to its values. These and other steps inform our discussions and decisions.
Delivering on our commitments to others depends on a principled and durable business. As a Board, we are proud to have been recognized for the fifth 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 core values and our Code of Conduct. These principles guide our every action to serve our customers, promote overall wellbeing and advocate for access to essential financial protection benefits for all workers in the markets where we operate. They reflect our commitment to supporting our local communities and represent a pledge to operate with integrity and compassion.
Finally, at this year's Annual Meeting, we will say goodbye to our longtime colleague Gloria Larson, who is retiring from the Board after many years of service. Gloria's guidance and insight will be missed, and we wish her well.
On behalf of our nearly 11,000 employees, thank you for your continued support of Unum. We all share a commitment to delivering the benefits and services people and companies count on every day, and we are well positioned for sustained success.
| UNUM GROUP | 2025 PROXY STATEMENT |
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