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 annual incentive plan 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 43.

2025 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 2025 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 2025, 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:

(1)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 A" of this proxy statement.

(2)Premium income is calculated for our core operations (Unum US, Unum International, and Colonial Life).

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

The Committee includes a strategic objectives modifier in 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 75.

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 the 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;

•Unplanned reserve assumption updates;

•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;

•Costs related to organizational design changes and other restructuring costs; and

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

Annual Incentive Results

(1)For each performance measure, there is no payout at or below the threshold. The payout is 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 A" of this proxy statement.

(3)Premium income 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 (assessed 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 2025 annual incentive targets to adjust annual incentive plan performance calculations for the impact of four items which were not included in the 2025 financial plan from which the targets were initially derived.

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

•The effect of 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 reserve assumption updates.

Based on the adjustments described above, the calculated company performance achievement was 76.4% 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 achievement level for 2025 for each of our NEOs at 76.4% of target, as shown below.

The annual incentive awards of all NEOs are based on Unum Group performance. A detailed explanation of each NEO's individual performance, including achievements toward strategic objectives during 2025, as well as a discussion of 2026 annual incentive targets, can be found in the "Performance Assessment and Highlights" section on page 75.

The table below sets forth the target incentive opportunity and the actual annual incentive awards approved by the Committee for each NEO for 2025 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 2025 were based on the Committee's assessment of 2024 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 (other than Ms. Anderson) in early 2025 was 50% restricted stock units (RSUs) and 50% cash incentive units (CIUs). The awards were granted under the 2022 Stock Incentive Plan.

The total value of the long-term incentive award granted to each NEO (other than Ms. Anderson who joined the company in April 2025) 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 2024 after considering market data from the appropriate comparator group (as described beginning on page 77 of our 2025 Proxy Statement) and the individual’s target relative to other NEOs given their respective levels of responsibility. In addition, the Committee applied a strategic objectives modifier based on an assessment of each NEO's performance in key focus areas including strategy, effective risk management, and talent initiatives. More details on how the strategic objectives modifier was applied can be found in the "Performance Assessment and Highlights" beginning on page 70 of our 2025 Proxy Statement.

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 growth results of critical, multi-year shareholder return measures of absolute adjusted book value growth and cumulative dividend yield, modified (up to +/- 20%) based on relative total shareholder return over the performance period as described below.

(1)The amount shown is the target grant date value of the long-term incentive award approved by the Committee. Half of the amount was 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 was 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 $82.29 on March 1, 2025. CIUs are reported in the "Summary Compensation Table" when vested.

(2)After consideration of Mr. McKenney's performance in 2024, including delivering profitable growth and positioning the company for long-term sustainability, the Committee awarded Mr. McKenney a long-term incentive grant of $11,287,500. Details of Mr. McKenney's performance assessment and highlights are noted in the 2025 Proxy Statement on page 71.

(3)The Committee provided above target long-term incentive grants in March 2025 to Messrs. Zabel and Pyne and Ms. Iglesias based on key aspects of their performance in 2024. Details of their performance assessments and highlights are noted in the 2025 Proxy Statement beginning on page 72.

Ms. Anderson joined the company in April 2025 and received a long-term incentive grant of $1,750,000, which was intended to replace a portion of compensation forfeited upon her departure from her prior employer. In accordance with the "Equity Grant Practices" defined on page 84, Ms. Anderson was granted 22,601 RSUs under the 2022 Stock Incentive Plan on May 1, 2025. These RSUs vest in equal installments on the first three anniversaries of the grant date, subject to Ms. Anderson's employment through each vesting date. Commencing in 2026, Ms. Anderson is eligible to receive annual grants under our long-term incentive plan with the same components and on the same schedule as the other NEOs.

No stock is issued when 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 granted in 2025 are earned based on the growth results of critical, multi-year shareholder return measures of absolute adjusted book value growth and cumulative 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.

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) 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 total shareholder return (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 Insurance Group, 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 2023 and 2024 CIUs (see discussion in the "Compensation Benchmarking" section for the differences between our Proxy Peer Group and Performance Peer Group on page 82). 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 relative TSR modifier is interpolated using a straight-line for performance between defined tiers. The illustration below outlines the three-year performance metrics established by the Committee for the CIU grants made in March 2025.

Vesting of 2023 Cash Incentive Units (CIUs)

A total of 50% of our NEOs' 2023 long-term incentive awards were in the form of CIUs, excluding Ms. Anderson, who was not employed by the company at the time of grant. These awards vested based on performance over a three-year performance period that ended on December 31, 2025.

The CIU metrics directly reflect the creation of sustainable long‑term value for our shareholders and are designed to reinforce strong alignment between pay outcomes and shareholder interests. The table below provides an overview of the three-year goals for the 2023 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 2026, the Committee certified a final payout of 172.6%, with business results achieved at 143.8% 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 92 (footnote 4 includes details for each of the NEOs).

As outlined above, when calculating Adjusted Book Value, for the 2023 CIU grant, the Committee determined that certain items for fiscal years 2023 to 2025 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:

•Net realized investment loss and other impacts from reinsurance transactions;

•Reserve assumption updates;

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

•The effect of COVID-19 impacts;

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

•Settlement loss on U.S. pension plan annuity purchase; and

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

Vesting of 2020 Success Incentive Plan Awards

As described in the 2021 Proxy Statement, the 2020 Success Incentive Plan (SIP) was a grant under which 10 executives, including Messrs. McKenney, Zabel, and Pyne and Ms. Iglesias, received a one-time special performance grant. The SIP awards were designed to encourage the achievement of critical business outcomes and executive retention over the long term. The SIP awards include both cash success units (CSUs) and stock success units (SSUs).

Subject to the executive's continued employment, one-third of SIP awards were eligible to vest after each of the one-, three- and five-year performance periods based on the company's achievement of three performance hurdles:

(1)Maintaining average NAIC risk-based capital ratios of at least 325%, each measured at calendar quarter-ends over the applicable performance period;

(2)Maintaining average levels of holding company cash in excess of 1.0 times average annualized fixed costs (which includes dividends to shareholders and interest payments due on outstanding indebtedness), each measured at calendar quarter-ends over the applicable performance period; and

(3)Achieving annual (or compounded annual) growth rates of 3% or more in adjusted book value (which excludes accumulated other comprehensive income or loss).

In February 2026, the Committee reviewed and certified that each of these three performance hurdles were met for the performance period January 2021 - December 2025. Therefore, the final one-third of CSUs and SSUs vested and were distributed.

The values of vested CSUs held by the NEOs are included in the "Summary Compensation Table" on page 92.