Unum Group
For the period ended Dec 31, 2024. Filed Apr 10, 2025.
View on SEC.govAbout this filing
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.
Dec 31, 2024 · Filed Apr 10, 2025
Contents
Board Overview
The Board of Directors is elected by shareholders to oversee their interests in the long-term health and overall success of the company's business and financial strength. In addition, the Board has responsibility to the company's policyholders, employees, and business partners and to the communities in which the company operates, all of which are essential to the company's success. The Board oversees the CEO and other senior management, who are responsible for carrying out the company's day-to-day operations in a responsible and ethical manner. The Board and its committees meet regularly to review and discuss the company's strategy, business, performance, ethics, risk tolerance, and human capital engagement, as well as important issues that it faces. These discussions take place with management and, as appropriate, with outside advisers who provide independent expertise, perspectives and insights. In addition, the independent members of the Board and its committees hold regular executive sessions without management present. Board members are also in ongoing communication with each other and with management between meetings.
Board Composition and Refreshment
The Board believes a critical component of its effectiveness in serving the long-term interests of shareholders is to ensure its membership includes a variety of knowledge, experiences, skill sets and backgrounds from which to draw. Fresh views and ideas help the Board to maintain a broad perspective and forward-looking vision capable of anticipating and adapting to the rapid pace of change, just as experience and continuity provide necessary context and stability for important decisions. With that in mind, the Governance Committee reviews the composition of the Board with the goal of maintaining an appropriate balance of experiences, skills, tenure and other qualifications. This is an ongoing, year-round evaluation process. Since the beginning of 2018, four new directors have joined the Board and three have retired or decided not to stand for re-election. Additionally, Ms. Larson's retirement from the Board at the 2025 Annual Meeting will further inform the Governance Committee's discussions and process surrounding the composition of the Board and its committees.
The Board is committed to effective Board succession planning and refreshment, including having honest and difficult conversations with individual directors when necessary. These conversations may arise in connection with the Board evaluation process, succession planning or consideration of the annual slate of Board nominees. As a result of these processes, directors may decide (for personal or professional reasons) or be asked (for reasons such as evolving needs for Board composition) not to stand for re-election at the next Annual Meeting. It is expected these refreshment practices will continue in the future. While some companies have tenure limits on Board service, we believe our balanced approach delivers the right mix of directors with new ideas and perspectives along with those possessing deep knowledge of the company.
On-Boarding and Continuing Education
Shortly after a new director has been elected to the Board, the director participates in an orientation program that includes meetings with the Board Chair, other directors, and senior management concerning the company's business, strategic plans and risk profile, the operations of significant business segments, significant financial, accounting and risk management issues, compliance and ethics programs, and our Code of Conduct. In addition, when directors are appointed to a particular committee for the first time, the director participates in orientation sessions specific to the committee's responsibilities. On an ongoing basis, directors also receive presentations on a variety of topics related to their work on the Board and within the insurance and financial services industries, both from senior management and from experts outside of the company. Directors also participate in continuing education sessions designed to assist them in discharging their duties.
| UNUM GROUP | 15 | 2025 PROXY STATEMENT |
|---|
Board Qualifications
The Board strives to maintain independence of thought and diverse professional experience among its membership. The Board and the Governance Committee look for directors who have qualifications in key areas relevant to Unum, and that align with both our short- and long-term business strategies. These qualifications are evaluated on an annual basis and adjusted as needed so that they continue to serve the best interests of the company. The table below summarizes the qualifications that are important to Unum and addresses how the composition of our Board, as a whole, meets these needs. In addition to the qualifications described below, financial literacy is expected of all Board members.
| Qualifications | Relevance to Unum | Board Composition* |
|---|---|---|
| Accounting/Auditing | We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls. | |
| Business Operations | We have significant operations focused on customer service, claims management, sales, marketing and various back-house functions. | |
| Capital Management | We allocate capital in various ways to run our operations, grow our core businesses and return value to shareholders. | |
| CEO or CFO Experience | Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity. | |
| Corporate Governance Leadership | As a public company and responsible corporate citizen, we expect effective oversight and transparency, and our stakeholders demand it. | |
| Insurance/Financial Industry Experience | Experience in the insurance and financial services industry provides a relevant understanding of our business, strategy, and marketplace dynamics. | |
| International | With global operations in several countries and prospects for further expansion, international experience helps us understand opportunities and challenges. | |
| Investment Markets | We manage a large and long-term investment portfolio to uphold our promises to pay the future claims of our policyholders. | |
| Recent Public Board Experience | We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies. | |
| Regulatory/Risk Management | A complex regulatory and risk environment requires us to develop policies and procedures that effectively manage compliance and risk. | |
| Technology/Digital Transformation | We rely on technology to manage customer data, deliver products and services to the market, pay claims, and enhance the customer experience. |
- Includes only the 11 director nominees named in this proxy statement
| UNUM GROUP | 16 | 2025 PROXY STATEMENT |
|---|
Board Profile
Our Board is comprised of members with a range of backgrounds, tenure, skills and overall experience. Directors with varied tenure contribute to a range of perspectives and allow us to transition knowledge and experience from longer-serving members to those newer to our Board. We have a mix of new and long-standing directors, with our 11 director nominees averaging 8.3 years of service on the Board as of the 2025 Annual Meeting. During Board refreshment activities, our Governance Committee focuses on advancing the Board's ability to provide prudent and effective oversight of the company by requiring that candidate pools include individuals with a wide range of backgrounds, experience, and other qualifications who meet the recruitment criteria. From the candidate pools, our Governance Committee selects director candidates who the Governance Committee determines, based on their qualifications, are best able to support the company's future success in the context of the Board as a whole, as discussed in more detail below. Our director nominees range from 56 to 69 years of age, with the average age being 65.1 years, as of the 2025 Annual Meeting. Our current Board profile as of April 10, 2025 is shown below.
- Tenure and age is calculated as of the 2025 Annual Meeting. Tenure is rounded to the nearest year and calculated from date of first election.
| UNUM GROUP | 17 | 2025 PROXY STATEMENT |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.