Unum Group

Company Performance Targets

Each year, the Committee sets corporate performance measures along with targets for each performance measure. The Committee assigns weightings to each performance measure based on relative importance to the company and uses actual performance against these measures to calculate annual and long-term incentive award values.

Targets for each performance measure align with our core operating principles:

•Strong operational performance

•Disciplined growth

•Effective risk management

•Consistent capital generation

The performance measures under our incentive plans are a direct output of our business plans, which are approved by the Board each year.

Goal Rigor

When designing our business plans, we carefully balance the current performance of the business and the risk appetite of the enterprise with an appropriate amount of stretch designed to drive consistent growth and improvement. External economic factors are also considered, including: (1) the overall economic growth rate, (2) employment and wage growth, which impacts our overall premium levels, and (3) the interest rate and investment environment, which can have a significant impact on our overall profit margins.

We set challenging performance measures within our business plans to align their achievement with long-term value for shareholders. As part of this process, we conduct sensitivity testing to assess upside and downside risk, which is then reviewed to ensure an appropriate degree of rigor in the plan. In setting certain goals, such as operating expenses, we consider factors beyond the desire for absolute growth, including the appropriate level of investment in the business, anticipated people costs, and the overall business environment.

Based on the above, the Committee established performance measures and incentive payout targets that appropriately align pay with performance.

Our incentive plans are subject to an annual risk assessment by our Chief Risk Officer, which is discussed with the Committee as described on page 42.

2024 Annual Incentive Plan

Subject to eligibility requirements, non-sales employees (including our NEOs) are eligible to earn an annual incentive award each year. Our annual incentive awards reward performance based on the achievement of the below company performance measures, which the Committee believes align compensation with the objectives of shareholders. The process for determining the 2024 annual incentive awards was as follows:

(1)The Committee determines the final percentage considering all performance measures, including, but not limited to, the quality of financial results. For details on adjustments for 2024, see discussion below.

(2)The combined company performance and strategic objectives modifier factors cannot exceed 200% of the annual incentive target for NEOs.

Our plan has objective performance targets which are used to determine overall company performance. Each company performance measure has been selected because the Committee believes it is an appropriate driver of long-term shareholder value:

For 2024, to simplify the annual incentive program, the Committee removed adjusted operating return on equity as a performance measure and proportionately increased the weighting of after-tax adjusted operating EPS. The Committee believes the 2024 Annual Incentive performance measures align with shareholder expectations and drive long-term shareholder value.

Since 2023, the Committee has included a strategic objectives modifier to the calculation of annual incentive payouts and long-term incentive grant values. The strategic objectives modifier provides for an adjustment to the payout opportunity based on an assessment of each NEO's performance in key focus areas including strategy, effective risk management, and talent initiatives, and is intended to incentivize our executives to place greater emphasis and attention on areas critical to the company. This aligns with our purpose-driven strategy that sharpens our focus on making targeted investments that will create great experiences and help our company grow. The combined performance and strategic objectives modifier factors cannot exceed 200% of the annual incentive target for NEOs. More details on how the strategic objectives modifier was applied can be found in the Performance Assessment and Highlights beginning on page 70.

Items Excluded When Determining Company Performance

When establishing the performance measures and weightings, the Committee determined that the effect of certain items not included in the financial plan when goals were originally established would be removed from the calculation of the company’s performance, for purposes of the annual incentive plan, should they occur. The Committee has applied these same general adjustment criteria for several years. The Committee believes it is appropriate to exclude the items below because they: (1) are unusual or infrequent in nature, (2) do not directly reflect company or management performance, or (3) could serve as a disincentive to capital management or other decisions in the best interest of the company and shareholders. The items are:

•Unplanned adjustments resulting from accounting standards and/or policy changes, legal, tax or regulatory rule or law changes;

•The impact of any unplanned acquisitions, divestitures or block reinsurance transactions;

•Unplanned adjustments to the Closed Block of business;

•The effect of any unplanned regulatory, legal or tax settlements;

•The effect of unplanned changes to strategic asset allocation;

•Unplanned debt issuance, repurchasing or retirement; or stock repurchase or issuance;

•The effect of differences between actual currency exchange rates versus exchange rates assumed in the financial plan;

•Unplanned fees or assessments, including tax assessments, from new legislation;

•The effect of a global pandemic and other economic and environmental pressures impacting results;

•Unplanned reserve assumption updates or associated amounts;

•The effect of asset impairments — including, but not limited to, premiums receivable, reinsurance recoverable, property and equipment, right-of-use assets, value of business acquired and goodwill;

•Unplanned restructuring costs; and

•The effect on reserves from differences between actual discount rates and discount rates assumed in the financial plan.

Annual Incentive Results

(1)For each performance measure, there is no payout at or below the threshold. The payout would be 200% for performance at or above the maximum. For performance between defined levels, the payout is interpolated on a straight-line basis.

(2)After-tax adjusted operating earnings per share and adjusted other operating expense ratio are non-GAAP financial measures. Information about the non-GAAP financial measures used in this proxy statement is set forth in "A Note About Non-GAAP financial measures" on page 2. For a reconciliation of the most directly comparable GAAP financial measure to the non-GAAP financial measure, refer to Appendix B of this proxy statement.

(3)Earned premium is calculated for our core operations (Unum US, Unum International, and Colonial Life).

(4)Customer experience is based on the quality of our customers' experiences (via customer surveys) and includes measures focused on areas that impact customer loyalty and satisfaction.

As discussed above, the Committee applied the criteria and standards approved when it established the 2024 annual incentive targets to adjust annual incentive plan performance calculations for the impact of four items which were not included in the 2024 financial plan from which the targets were initially derived.

•The effect of differences between actual debt issuances, re-purchasing or retirement, stock re-purchase or issuance and resulting interest expense and the amounts assumed in the financial plan (impact to earnings);

•The effect of unplanned acquisitions, divestitures or block reinsurance transactions;

•The effect of differences between actual foreign currency rates and exchange rates assumed in the financial plan; and

•The effect of differences between actual asset impairments and the amounts assumed in the financial plan.

Based on the adjustments described above, the calculated achievement was 100.5% of the plan target. Each year, the Committee also undertakes an overall assessment of the results, maintaining the discretion to make final adjustments. Any adjustments by the Committee are based on a review of the actual achievement level for each performance measure compared to the annual incentive targets, as well as a qualitative assessment of the results. Based on this assessment, the Committee approved the Unum Group Annual Incentive Plan payout level for 2024 at 100% of target, as shown below.

The annual incentive awards of all NEOs are based on Unum Group performance, though the achievements for Messrs. Pyne and Arnold also include financial goals related to their respective business units. A detailed explanation of each NEO's individual performance, including achievements toward strategic objectives during 2024, as well as a discussion of 2025 annual incentive targets, can be found in the Performance Assessment and Highlights section.

The table below sets forth the target incentive opportunity and the actual annual incentive awards approved by the Committee for each NEO for 2024 performance.

Long-Term Incentive

Our long-term incentive plan aligns the long-term interests of management and shareholders by tying a substantial portion of executive compensation directly to the company’s stock price. Long-term incentive awards are granted in the year following the performance year that determines their size (i.e., the grant values of awards made in March of 2024 were based on the Committee's assessment of 2023 performance). Our long-term incentive award mix is based on a review of peer practices as well as what the Committee believes most appropriately retains and rewards our NEOs and ensures a significant portion of each executive’s compensation is tied to the increase of our stock price over the long-term. The mix of awards granted to each NEO in early 2024 was 50% restricted stock units (RSUs) and 50% cash incentive units (CIUs). The awards were granted under the Stock Incentive Plan of 2022.

The total value of the long-term incentive award granted to each NEO was determined based on the NEO's long-term incentive target (a specified percentage of base salary for all NEOs except the CEO, whose target is set as a specific dollar amount), which was set by the Committee in early 2023 after considering market data from the appropriate comparator group (as described beginning on page 80 of our 2024 Proxy Statement) and the individual’s target relative to other NEOs given their respective levels of responsibility.

The RSUs vest annually based on each NEO’s continued service over a three-year period. The CIUs are subject to additional company performance and vest based on the company's achievement of critical, multi-year shareholder return measures of adjusted book value growth and dividend yield, modified (up to +/- 20%) by relative TSR as described below.

(1)After consideration of Mr. McKenney's strategic leadership, as well as his experience and performance in the job, the Committee awarded Mr. McKenney a grant of $10.7 million.

(2)The CEO and the Committee provided above target long-term incentive grants in March 2024 to Messrs. Zabel and Arnold and Ms. Iglesias based on key aspects of their performance in 2023. Details of their performance assessments and highlights are noted in the 2024 Proxy Statement on page 76.

(3)The amount shown is the targeted value of the long-term incentive award approved by the Committee for each NEO. Half of the amount is then converted to the respective number of RSUs based on the closing stock price on the date of grant. The remaining half of the amount is granted in the form of CIUs, which are tracked and denominated in dollars. The amount included in the Summary Compensation Table was calculated using the closing stock price for RSUs, which was $49.30 on March 1, 2024. CIUs are reported in the Summary Compensation Table when vested.

No stock is issued when the RSUs are granted. Instead, company stock is issued only when the grant vests and is settled. In addition, there are no shareholder voting rights unless and until the award is settled in shares. During the vesting period, dividend equivalents will accrue and eventually settle in cash to the extent that the underlying RSUs vest.

CIUs are earned based on the achievement of critical, multi-year shareholder return measures of adjusted book value growth and dividend yield. They are measured over a three-year performance period, and awards can be earned up to a maximum of 200% of the targeted CIU award value following completion of the performance period based on the company's performance against these metrics.

As outlined in the award agreement, the calculation of adjusted book value is the total stockholders’ equity adjusted to exclude the value of accumulated other comprehensive income or loss; and further adjusted to exclude the impact of (i) adjustments resulting from changes in accounting policy or in legal or regulatory rules or laws; (ii) any acquisitions, divestitures or block reinsurance transactions; (iii) adjustments to the closed block of business; (iv) the effect of changes to strategic asset allocation; (v) debt issuance, repurchasing or retirement, or stock repurchase or issuance; (vi) fees or assessments, including tax assessments, from legislation enacted after the date hereof; (vii) reserve assumption updates; (viii) asset impairments, including, but not limited to, those related to premiums receivable, reinsurance recoverable, property and equipment, right-of-use assets, value of

business acquired and goodwill; (ix) restructuring costs; and (x) the effect of a global pandemic or other economic or environmental pressures impacting results.

The achievement will be modified (up to +/-20%) based on our TSR relative to the eight members of our "Performance Peer Group." The eight companies in the Performance Peer Group (Aflac, Globe Life, Lincoln Financial, MetLife, Principal Financial, Prudential Financial, The Hartford Financial Services, and Voya Financial) were selected because they are considered to be direct business competitors of Unum and remain unchanged from the Performance Peer Group used for our 2022 and 2023 CIUs (see discussion in the "Compensation Benchmarking" section for the differences between our Proxy Peer Group and Performance Peer Group). We believe it is appropriate to modify these awards based on relative TSR performance, since Unum’s individual TSR performance directly affects the value realized by our shareholders. The illustration below outlines the three-year performance metrics established by the Committee for the CIU grants made in March 2024.

ADDITIONAL LONG-TERM INCENTIVE GRANTED IN 2024

In addition to his annual award, discussed above, Mr. Pyne received a special grant of 10,520 RSUs on February 6, 2024 with a grant date fair value equal to $500,016 in recognition of his taking on additional responsibilities to integrate the Solutions organization of our business into Group Benefits. This integration enhances the coordination, drives innovation and furthers our go-to-market initiatives. These RSUs vest in equal installments on the first three anniversaries of the grant date, subject to Mr. Pyne's employment through each vesting date.

Vesting of 2022 Cash Incentive Units (CIUs)

The long-term incentive mix for our NEOs' 2022 awards included 50% in the form of CIUs, which vested based on performance over a three-year performance period that ended on December 31, 2024.

The table below provides an overview of the three-year goals for the 2022 CIU grant as well as their actual achievement levels.

Based on the above performance, and after taking into account the factors described below, in February 2025, the Committee certified a final payout of 186.2%, with business goals achieved at 155.2% and relative TSR at the 100 th percentile which resulted in a +20% adjustment. The values of vested CIUs are included in the Summary Compensation Table on page 87 (footnote 2 includes details for each of the NEOs).

As outlined above, when calculating Adjusted Book Value, for the 2022 CIU grant, the Committee determined that certain items for fiscal years 2022 to 2024 would be excluded from the calculation. Applying the criteria and standards approved by the Committee, Adjusted Book Value is total stockholders' equity adjusted to exclude the value of accumulated other comprehensive income or loss; and was further adjusted to exclude the impact of:

•Adjustments to the Closed Block of business including net realized investment gain related to reinsurance transaction and total items related to Closed Block individual disability reinsurance transaction;

•Reserve assumption updates;

•Cost related to early retirement of debt and stock repurchases;

•The U.K. tax rate increase;

•The effect of COVID-19 impacts;

•Cost related to divestiture of the stop loss block of business; and

•Asset impairments, including right-of-use and intangible assets.