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Filed by the Registrant ☒ | | | Filed by a Party other than the Registrant ☐ |
☐ | | | Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
☒ | | | Definitive Proxy Statement |
☐ | | | Definitive Additional Materials |
☐ | | | Soliciting Material Pursuant to §240.14a-12 |
Unum Group |
(Name of Registrant as Specified In Its Charter) |
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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No fee required. | ||||||
☐ | | | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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☐ | | | Fee paid previously with preliminary materials. | |||
☐ | | | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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| VOTING ITEMS | | | Pg. # | | ||||||
| | | Election of Eleven Directors | | | | |||||
| | | | | |||||||
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Advisory Vote to Approve Executive Compensation | | | |||||||||
| | | | | | ||||||
| | Ratification of Appointment of Independent Public Accounting Firm | |||||||||
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Internet | | | www.proxyvote.com (if in advance of meeting) Deadline: 11:59 p.m. Eastern Daylight Time, May 26, 2021 You may also vote your shares during the meeting at www.virtualshareholdermeeting.com/UNM2021. |
Telephone | | | 1-800-690-6903 or the telephone number on your voting instruction form Deadline: 11:59 p.m. Eastern Daylight Time, May 26, 2021 |
Mail | | | Vote Processing c/o Broadridge 51 Mercedes Way, Edgewood, NY 11717 Receipt due by close of business day on May 26, 2021 |
| J. Paul Jullienne Vice President, Managing Counsel and Corporate Secretary | |
| | | Year Ended December 31 | | |||||||
| | | 2020 | | | 2019 | | | 2018 | | |
| Net Income | | | $793.0 | | | $1,100.3 | | | $523.4 | |
| Net Income per share* | | | $3.89 | | | $5.24 | | | $2.38 | |
| Total Stockholders' Equity (book value) | | | $10,871.0 | | | $9,965.0 | | | $8,621.8 | |
| Total Stockholders' Equity (book value) per share | | | $53.37 | | | $49.10 | | | $40.19 | |
| Return on Equity | | | 7.6% | | | 11.8% | | | 5.8% | |
| | | Year Ended December 31 | | |||||||
| | | 2020 | | | 2019 | | | 2018 | | |
| After-Tax Adjusted Operating Income(1) | | | $1,005.4 | | | $1,140.6 | | | $1,145.0 | |
| After-Tax Adjusted Operating Income per share | | | $4.93 | | | $5.44 | | | $5.20 | |
| Book value, excluding AOCI(2) | | | $10,496.8 | | | $9,927.7 | | | $9,436.0 | |
| Book value, excluding AOCI, per share | | | $51.54 | | | $48.92 | | | $43.98 | |
| Adjusted Operating Return on Equity(3) | | | 10.7% | | | 12.8% | | | 13.2% | |
| Adjusted Operating Return on Equity (in core operations) | | | 14.1% | | | 17.2% | | | 17.8% | |
(1) | After-tax adjusted operating income is defined as net income adjusted to exclude after-tax net realized investment gains or losses and the amortization of the cost of reinsurance as well as certain other items specified in the reconciliation of non-GAAP financial measures in Appendix A of this proxy statement. |
(2) | We sometimes refer to book value, excluding accumulated other comprehensive income (AOCI), as “adjusted book value.” |
(3) |
2020 Say-on-Pay Vote and Shareholder Outreach | | | |
| |||
Our 2020 shareholder advisory vote to approve executive compensation passed with 94% support. In the Fall of 2020, as in prior years, we contacted our top 50 shareholders, representing over 73% of our outstanding shares, and requested meetings to discuss our compensation programs and other topics. Seven shareholders, representing approximately 24% of our outstanding shares, accepted our invitation for engagement, and we met with each of them. Our independent Human Capital Committee Chair joined each of these meetings. Another five shareholders, representing approximately 19% of our outstanding shares, responded that a meeting was not necessary. Details of 2020 feedback received can be found on page 55. | |
| Executive Compensation Practices | |
| A pay-for-performance philosophy | | |
| Annual say-on-pay votes | | |
| Programs that mitigate undue risk taking in compensation | | |
| Independent compensation consultant to the Human Capital Committee | | |
| No golden parachute excise tax gross-ups | | |
| Minimal perquisites | | |
| No NEO employment agreements | |
| Double-trigger provisions for severance | | |
| Restrictive covenants in our long-term incentive grant agreements | | |
| Clawback provisions | | |
| A balance of short- and long-term incentives | | |
| Robust stock ownership and retention requirements | | |
| Relevant peer groups for benchmarking compensation | | |
| In-depth performance assessments of executives | |
| Board Practices | |
| All directors other than the CEO are independent, including the Board Chairman | | |
| All Board Committees fully independent | | |
| Commitment to diversity at the Board level and within the enterprise | |
| High meeting attendance by directors (average attendance of 98% in 2020) | | |
| Limits on outside board and audit committee service | |
| Governance Practices | |
| Annual election of directors | | |
| Majority vote requirement for directors (in uncontested elections) | | |
| Proxy access rights | | |
| Shareholder right to call special meetings | | |
| Annual, proactive shareholder engagement | | |
| Independent Board chair | |
| No supermajority vote requirements | | |
| Anti-pledging and anti-hedging policies applicable to executives and directors | | |
| Annual Board, committee, and individual director evaluations | | |
| Regular executive sessions of independent directors | | |
| No poison pill | | |
| Board-level oversight of ESG | |
| Earnings | | | | |
| |||||
Despite the | | | | ||
| Return on equity | | | | |
| We continued to put | | | | |
| Book value | | | | |
| Our book value per share at the end of | | | |
(1) | Operating results referenced here include 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 measures to the non-GAAP financial measures, refer to Appendix A of this proxy statement. |
| | | 1 Year | | | 3 Year | | | 5 Year | | |
| Unum | | | (16.32)% | | | (52.98)% | | | (19.19)% | |
| Proxy Peer Group | | | (6.27) | | | (8.86) | | | 40.31 | |
| S&P 500 | | | 18.40 | | | 48.85 | | | 103.04 | |
| S&P Life & Health Index | | | (9.48) | | | (11.65) | | | 28.43 | |
• | The table below excludes the Success Incentive Plan grant (discussed on page 13) since this was a one-time award and not viewed as part of annual compensation; and |
Component | | | 2019 | | | 2020 | |
Base Salary | | | $1,000,000 | | | $1,050,000 | |
Annual Incentive Payout | | | 1,710,000 | | | 1,812,462 | |
Approved LTI Grant | | | 6,370,000 | | | 7,500,000 | |
Annual Compensation | | | $9,080,000 | | | $10,362,462 | |
| | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||
| Executive | | | 2018 Grant Date Fair Value(1) | | | Shares Eligible to Vest(2) | | | | | Operating Performance Factor(3) | | | | | Adjusted Shares | | | | | TSR Modifier | | | | | Earned Shares | | | Value of Earned Shares(4) | | ||||
| CEO | | | $3,300,000 | | | 75,836 | | | x | | | 91.8% | | | = | | | 69,580 | | | x | | | 80% | | | = | | | 55,664 | | | $1,482,332 | |
(1) | The 2018 Grant Date Fair Value was calculated by multiplying Mr. McKenney's target grant of 66,924 PSUs on the grant date, March 1, 2018, by the closing stock price of $49.31 on that date. |
(2) | The Shares Eligible to Vest includes target PSUs granted and dividend equivalents accrued on the awards from the grant date until they were distributed in early 2021 when performance was certified by the Committee. |
(3) | “Operating Performance Factor” rounded to one decimal place. |
(4) | The PSU achievement was certified by the Committee on February 23, 2021. The shares were valued based on the closing stock price on that date of $26.63. |
(1) | Maintaining average NAIC risk-based capital ratios of at least 325%, each measured at calendar quarter-ends over the applicable performance period; |
(2) | |
(3) | Achieving annual (or compounded annual) growth rates of 3% or more in adjusted book value (which excludes accumulated other comprehensive income or loss). |
| Voting Item | | | Board's Recommendation | | | Page Reference: | | ||||||
Item 1: Election of Directors | | FOR | | | | |||||||||
| Eleven director nominees are standing for election this year, each for a one-year term expiring at the | |
| | | Director Nominee | | | Director Since | | | Independent | | | Current Committees | | ||||
| | | Theodore H. Bunting, Jr. | | | | | | | Human Capital | | | Regulatory Compliance (Chair) | | |||
| | | Susan L. Cross | | | 2019 | | | | | Audit | | | Risk and Finance | | ||
| | | Susan D. DeVore | | | 2018 | | | | | Audit | | | Risk and Finance | | ||
| | | Joseph J. Echevarria | | | 2016 | | | | | Governance | | | Risk and Finance (Chair) | | ||
| | | Cynthia L. Egan | | | 2014 | | | | | Human Capital (Chair) | | | Regulatory Compliance | | ||
| | | Kevin T. Kabat, Board Chairman | | | 2008 | | | | | Governance | | | Human Capital | | ||
| | | Timothy F. Keaney | | | 2012 | | | | | Audit (Chair) | | | Risk and Finance | | ||
| | | Gloria C. Larson | | | 2004 | | | | | Governance (Chair) | | | Regulatory Compliance | | ||
| | | Richard P. McKenney, President and CEO | | | 2015 | | | — | | | — | | | — | | |
| | | Ronald P. | | | 2015 | | | | | Governance | | | Human Capital | | ||
| | | Francis J. Shammo | | | 2015 | | | | | Audit | | | Regulatory Compliance | |
| Item 2: Advisory Vote to Approve Executive Compensation | | FOR | | | | ||||||||
| We are seeking a non-binding advisory vote to approve the compensation of our named executive officers. We describe our compensation programs in the Compensation Discussion and Analysis section of this proxy statement. The Human Capital Committee believes these programs reward performance and align the long-term interests of management and shareholders. Although non-binding, the Human Capital Committee will take into account the outcome of the advisory vote and shareholder feedback when making future | |
| Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm | | FOR | | | | ||||||||
| The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for | |||||||||||||
| ||||||||
Qualifications and Attributes | | | 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. | | | | |
| Corporate | | | As a public company and responsible corporate citizen, we expect effective oversight and transparency, and our stakeholders demand it. | | | | |
| Financial Expertise/Literacy | | | Our business involves complex financial transactions and reporting requirements. | | | | |
Independence | | | Independent directors have no material relationships with us and are essential in providing unbiased oversight. | | | | ||
| 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. | | | | ||
| Public Company Executive Experience | | | Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity. | | | | |
| 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 | | | |
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. | | | | |||
| Public Company Executive Experience | | | Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity. | | | | |||
| 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. | | | |
| | | |||||
Director since 2013 Age at Annual Meeting 62 Independent Director Committees Human Capital Regulatory Compliance (chair) | | | Theodore H. Bunting, Jr. | | |||
| Mr. Bunting retired as the Group President, Utility Operations of Entergy Corporation, an integrated energy company, where he previously served as Senior Vice President and Chief Accounting Officer. He has extensive financial, accounting and operational experience as a senior executive with a public company in a regulated industry. Mr. Bunting has experience as a director at other publicly traded companies and is also a certified public accountant. | | |||||
| | | | ||||
| Career Experience | | | Qualifications | | ||
| Entergy Corporation Group President, Utility Operations (2012-2017) Sr. Vice President and Chief Accounting Officer (2007-2012) Numerous other executive roles (joined Entergy in 1983) | | | Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management |
| |||||
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| Public Company Board Experience | | |||
| The Hanover Insurance Group, Inc., since 2020 NiSource Inc., since 2018 | | | |
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Director since Age at Annual Meeting 61 Independent Director Committees Audit Risk and Finance | | | Susan L. Cross | | ||||
| Ms. Cross is the former Executive Vice President and Global Chief Actuary of XL Group Ltd (now AXA XL), a global insurance and reinsurance company. She previously held various chief actuarial positions for operational segments of XL. Ms. Cross brings more than three decades of financial, actuarial, insurance and risk experience as a senior executive with an international company in a regulated industry. She is a director of another publicly traded company, and she also qualifies as an audit committee financial expert under SEC regulations. | | ||||||
| | | | |||||
| Career Experience | | | Qualifications | | |||
| XL Group Ltd. Executive Vice President and Global Chief Actuary (2008-2018) Senior Vice President and Chief Actuary, XL Group (2006-2008) XL Reinsurance (2000-2006) XL America (1999-2000) Significant consulting experience with Willis Towers Watson in the U.S. and Bermuda | | | Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management | | |||
| | | | | | |||
| | Public Company Board Experience | | |||||
| | Enstar Group Limited, since 2020 | | | |
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Director since 2018 Age at Annual Meeting 62 Independent Director Committees Audit Risk and Finance | | | Susan D. DeVore | | |||
| Ms. DeVore has served as the Chief Executive Officer of Premier, Inc., a leading health care improvement company, since its initial public offering in 2013. She plans to step down as CEO and a director of Premier in May 2021 before retiring later in the year. She previously served as President of Premier from 2013 to April 2019, and before that served as President and Chief Executive Officer for its predecessor company, Premier Healthcare Solutions, Inc. She also previously served as the Chief Operating Officer for a number of affiliated Premier entities. Prior to joining Premier, Ms. DeVore had two decades of finance, strategy and health care consulting experience. She also qualifies as an audit committee financial expert under SEC regulations. | | |||||
| | | | ||||
| Career Experience | | | Qualifications | | ||
| Premier, Inc. CEO (since 2013) President (2013-April 2019) Premier Healthcare Solutions, Inc. President and CEO (2009-2013) COO (2006-2009) Significant consulting experience with Ernst & Young LLP, including service as a Partner, Executive Committee member and Senior Healthcare Industry Management Practice Leader | | | Accounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology/Digital Transformation | | ||
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| Public Company Board Experience | | |||||
| | Premier, Inc., since 2013 | | | |
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Director since 2016 Age at Annual Meeting 64 Independent Director Committees Governance Risk and Finance (chair) | | | Joseph J. Echevarria | | |||
| Mr. Echevarria retired as the Chief Executive Officer of Deloitte LLP, a global provider of professional services, where he previously held increasingly senior leadership positions. He is currently a Senior Advisor to the President of the University of Miami, where he also serves as CEO of UHealth and Executive Vice President for Health Affairs. He brings to the Board significant experience in finance, accounting, global operations, executive management and corporate governance. Mr. Echevarria has experience as a director at other publicly traded companies and is also a certified public accountant. | | |||||
| | | | ||||
| Career Experience | | | Qualifications | | ||
| Deloitte LLP CEO (2011-2014) Various executive positions during 36 years with Deloitte | | | Accounting/Auditing Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Regulatory/Risk Management | | ||
| | ||||||
| Public Company Board Experience | | |||||
| Bank of New York Mellon Corporation, | | |||||
| since 2015 (Non-Executive Chair since September 2019) Pfizer Inc., since 2015 Xerox Holdings Corporation, since 2017 | | | |
| | | |||||
Director since 2014 Age at Annual Meeting 65 Independent Director Committees Human Capital (Chair) Regulatory Compliance | | | Cynthia L. Egan | | |||
| Ms. Egan retired as the President of T. Rowe Price Retirement Plan Services, Inc., a subsidiary of the global investment management firm T. Rowe Price Group, Inc. Prior to that, she held various executive positions at Fidelity Investments. She has significant operational experience in delivering complex financial products and services on a large scale, as well as experience in using technology to lead businesses through growth and operational transitions. Ms. Egan is and has been a director at other publicly traded companies. | | |||||
| | | | ||||
| Career Experience | | | Qualifications | | ||
| U.S. Department of the Treasury Senior Advisor on the development of a Treasury- sponsored retirement savings program (2014-2015) T. Rowe Price Retirement Plan Services, Inc. President (2007-2012) Fidelity Investments Various leadership and executive positions, including President of the Fidelity Charitable Gift Fund (1989-2007) | | | Business Operations Corporate Governance/ESG Financial Expertise/Literacy Industry Experience Investment Markets Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology/Digital Transformation | | ||
| | ||||||
| Public Company Board Experience | | |||||
| BlackRock Fixed Income Fund Complex, since 2016 The Hanover Insurance Group, Inc., since 2015 (Chair since December 2020) Huntsman Corporation, since 2020 Prior board service: Envestnet, Inc. (2013-2016) | |
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Director since 2008 Age at Annual Meeting 64 Independent Director Chairman of the Board of Directors Committees Governance Human Capital | | | Kevin T. Kabat | | ||||
| Mr. Kabat is | | ||||||
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| Career Experience | | | Qualifications | | |||
| Fifth Third Bancorp CEO (2007-2015) President (2006-2012) Other executive roles, including with predecessor companies | | | Business Operations Capital Management Corporate Governance/ESG Financial Expertise/Literacy Industry Experience Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management | | |||
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| Public Company Board Experience | | ||||||
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NiSource Inc., since 2015 (Chair since May 2019) Prior board experience: E*TRADE Financial Corporation 2016-2020); Fifth Third Bancorp (2007-2016, including Executive Chairman from 2008-2010 and Executive Vice Chairman from 2012-2016) |
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Director since 2012 Age at Annual Meeting Independent Director Committees Audit (chair) Risk and Finance | | Timothy F. Keaney | |||||
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Mr. Keaney retired as the Vice Chairman of the Bank of New York Mellon Corporation (BNY Mellon), a global investments company, prior to which he held various executive positions within the organization. He possesses significant operational, investment and financial experience with a public company in a highly regulated industry, including lengthy periods of executive leadership service in the U.K. Mr. Keaney is considered an | |||||||
| | ||||||
| Career Experience | | | Qualifications | |||
| The Bank of New York Mellon Corporation Vice Chairman (2010-2014) CEO, Investment Services (2013-2014) CEO and co-CEO, Asset Servicing (2007-2012) Other executive roles | | | Accounting/Auditing Business Operations Capital Management Corporate Financial Expertise/Literacy Industry Experience International Investment Markets Public Company Executive Experience Regulatory/Risk Management | |||
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Director since 2004 Age at Annual Meeting Independent Director Committees Governance (chair) Regulatory Compliance | | | Gloria C. Larson | | ||||
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Ms. Larson | | |||||||
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| Career Experience | | | Qualifications | | |||
| Harvard University Graduate School of Education President in Residence (2018-2019) Bentley University President Foley Hoag LLP Law firm partner Co-Chair of Governmental Practices Other leadership positions with the Commonwealth and the Federal Trade Commission (Deputy | | | Business Operations Corporate Financial Expertise/Literacy Other Public Company Board Experience Regulatory/Risk Management | | |||
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| Public Company Board Experience | | ||||||
| Boston Private Financial Holdings, Inc., since 2015 | |
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Director since 2015 Age at Annual Meeting Director President and CEO | | | Richard P. McKenney | | ||||
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Mr. McKenney is the President and Chief Executive Officer of Unum, previously having served as Executive Vice President and Chief Financial Officer. He has significant executive management, financial and insurance industry experience through his prior service as CFO of Unum and other public insurance companies, and through his current service as CEO. He has an intimate knowledge of all aspects of our business and industry, including operational, risk management and public policy, and close working relationships with senior management. Mr. McKenney also has experience serving on boards of publicly traded companies. | | |||||||
| | | ||||||
| Career Experience | | | Qualifications | | |||
| Unum Group President and CEO (since 2015) Executive Vice President and Sun Life Financial, Inc. | | | Accounting/Auditing Business Operations Capital Management Corporate Financial Expertise/Literacy Industry Experience International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management |
| ||
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| Public Company Board Experience | |
| U.S. Bancorp, since 2017 | |
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Director since 2015 Age at Annual Meeting Independent Director Committees Governance Human Capital | | | Ronald P. O'Hanley | ||||
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Mr. O’Hanley is the Chairman, President and Chief | |||||||
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| Career Experience | | Qualifications | ||||
| State Street Corporation Chairman, since 2020; President and CEO, since 2019 President and COO Vice Chairman (during 2017) President and CEO, State Street Global Advisors (2015-2017) Fidelity Investments President of Asset Management and Corporate Services, and member of Executive Committee (2010-2014) Other senior leadership positions with The Bank of New York Mellon Corporation and McKinsey | | Accounting/Auditing Business Operations Capital Management Corporate Financial Expertise/Literacy Industry Experience International Investment Markets Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management |
Public Company Board Experience | | |
| State Street Corporation, since 2019 (Chairman since 2020) | |
| | | ||||||
Director since 2015 Age at Annual Meeting Independent Director Committees Audit Regulatory Compliance | | | Francis J. Shammo | | ||||
| ||||||||
Mr. Shammo joined private equity firm Stonepeak Infrastructure Partners as a consultant in 2019. He retired in 2016 as | | |||||||
| | | ||||||
| Career Experience | | | Qualifications | | |||
| Stonepeak Infrastructure Partners Consultant, since 2019 Verizon Communications, Inc. EVP and CFO (2010-2016) President and CEO, Verizon Telecom and Business (2010) President – Wireline (2009-2010) Other executive positions with Verizon and its predecessor, which he joined in 1989 | | | Accounting/Auditing Business Operations Capital Management Financial Expertise/Literacy International Other Public Company Board Experience Public Company Executive Experience Regulatory/Risk Management Technology/Digital Transformation |
| |||||||
Public Company Board Experience | | | | ||||
| | | | |
NON-EMPLOYEE DIRECTOR COMPENSATION | ||||
2018 Pay | 2017 Pay | |||
All Directors: | ||||
Annual cash retainer | $110,000 | $110,000 | ||
Annual restricted stock unit award | 150,000 | 150,000 | ||
Committee Chairs: | ||||
Additional annual cash retainer - Audit Committee | 25,000 | 22,500 | ||
Additional annual cash retainer - Human Capital Committee | 20,000 | 17,500 | ||
Additional annual cash retainer - Risk and Finance Committee | 20,000 | 10,000 | ||
Additional annual cash retainer - Governance Committee | 15,000 | 10,000 | ||
Additional annual cash retainer - Regulatory Compliance Committee | 15,000 | 10,000 | ||
Board Chairman: | ||||
Additional annual cash retainer (paid in quarterly installments) | 200,000 | 200,000 |
| | 2020 Pay | | |
All Directors: | | | | |
Annual cash retainer | | | $120,000 | |
Annual restricted stock unit award | | | 160,000 | |
Committee Chairs: | | | | |
Additional annual cash retainer | | | 25,000 | |
Board Chairman: | | | | |
Additional annual cash retainer (paid 50% in cash and 50% in equity for 2020) | | | 225,000 | |
NON-EMPLOYEE DIRECTOR COMPENSATION | ||||||||
Name | Fees Earned or Paid in Cash(1) | Stock Awards(2) | All Other Compensation(3) | Total | ||||
Theodore H. Bunting, Jr. | $110,000 | $150,002 | — | $260,002 | ||||
E. Michael Caulfield | 132,500 | 150,002 | 10,000 | 292,502 | ||||
Joseph J. Echevarria | 109,959 | 150,002 | — | 259,961 | ||||
Cynthia L. Egan | 123,354 | 150,002 | 10,000 | 283,356 | ||||
Pamela H. Godwin | 120,000 | 150,002 | — | 270,002 | ||||
Kevin T. Kabat | 260,647 | 150,002 | — | 410,649 | ||||
Timothy F. Keaney | 120,000 | 150,002 | — | 270,002 | ||||
Gloria C. Larson | 119,992 | 150,002 | 10,000 | 279,994 | ||||
Edward J. Muhl | — | — | 5,000 | 5,000 | ||||
Ronald P. O'Hanley | 109,959 | 150,002 | 10,000 | 269,961 | ||||
Francis J. Shammo | 110,000 | 150,002 | — | 260,002 | ||||
Thomas R. Watjen | 80,000 | — | 5,000 | 85,000 |
| Name | | | Fees Earned or Paid in Cash(1) | | | Stock Awards(2) | | | All Other Compensation(3) | | | Total | |
| Theodore H. Bunting, Jr. | | | $145,000 | | | $159,996 | | | $5,000 | | | $309,996 | |
| Susan L. Cross | | | 120,006 | | | 159,996 | | | 10,000 | | | 290,002 | |
| Susan D. DeVore | | | 120,000 | | | 159,996 | | | 5,000 | | | 284,996 | |
| Joseph J. Echevarria | | | 144,999 | | | 159,996 | | | — | | | 304,995 | |
| Cynthia L. Egan | | | 145,000 | | | 159,996 | | | 10,000 | | | 314,996 | |
| Kevin T. Kabat | | | 232,500 | | | 272,503 | | | — | | | 505,003 | |
| Timothy F. Keaney | | | 145,000 | | | 159,996 | | | — | | | 304,996 | |
| Gloria C. Larson | | | 145,000 | | | 159,996 | | | 10,000 | | | 314,996 | |
| Ronald P. O'Hanley | | | 120,005 | | | 159,996 | | | 10,000 | | | 290,001 | |
| Francis J. Shammo | | | 120,000 | | | 159,996 | | | 10,000 | | | 289,996 | |
(1) | Amounts represent retainers, including for service as Board Chairman and committee chairs, which were paid in |
(2) | On May |
Director Name | Number of Unvested Restricted Stock Units at Fiscal Year End | Director Name | Number of Unvested Restricted Stock Units at Fiscal Year End | |
Theodore H. Bunting, Jr. | 3,334 | Kevin T. Kabat | 3,334 | |
E. Michael Caulfield | 3,334 | Timothy F. Keaney | 3,334 | |
Joseph J. Echevarria | 3,334 | Gloria C. Larson | 3,334 | |
Cynthia L. Egan | 3,334 | Ronald P. O'Hanley | 3,334 | |
Pamela H. Godwin | 3,334 | Francis J. Shammo | 3,334 |
| Director Name | | | Number of Restricted Stock Units Held at Fiscal Year End | | | Director Name | | | Number of Restricted Stock Units Held at Fiscal Year End | |
| Theodore H. Bunting, Jr. | | | 10,348 | | | Kevin T. Kabat | | | 17,625 | |
| Susan L. Cross | | | 10,348 | | | Timothy F. Keaney | | | 10,348 | |
| Susan D. DeVore | | | 10,348 | | | Gloria C. Larson | | | 10,348 | |
| Joseph J. Echevarria | | | 10,348 | | | Ronald P. O'Hanley | | | 10,348 | |
| Cynthia L. Egan | | | 10,348 | | | Francis J. Shammo | | | 10,348 | |
(3) | |
| Name | | | Audit | | | Risk & Finance | | | Governance | | | Human Capital | | | Regulatory Compliance | |
| Theodore H. Bunting, Jr. | | | | | | | | | • | | | Chair | | |||
| Susan L. Cross | | | • | | | • | | | | | | | | |||
| Susan D. DeVore | | | • | | | • | | | | | | | | |||
| Joseph J. Echevarria | | | | | Chair | | | • | | | | | | |||
| Cynthia L. Egan | | | | | | | | | Chair | | | • | | |||
| Kevin T. Kabat | | | | | | | • | | | • | | | | |||
| Timothy F. Keaney | | | Chair | | | • | | | | | | | | |||
| Gloria C. Larson | | | | | | | Chair | | | | | • | | |||
| Richard P. McKenney | | | | | | | | | | | | |||||
| Ronald P. O'Hanley | | | | | | | • | | | • | | | | |||
| Francis J. Shammo | | | • | | | | | | | | | • | | |||
| 2020 Committee Meetings | | | 8 | | | 7 | | | 4 | | | 7 | | | 4 | |
Name | Term Expires | Audit | Risk & Finance | Governance | Human Capital | Regulatory Compliance |
Theodore H. Bunting, Jr. | 2018 | ● | ● | |||
E. Michael Caulfield | 2018 | Chair | ● | |||
Susan D. DeVore(1) | 2018 | ● | ||||
Joseph J. Echevarria(2) | 2018 | ● | ● | |||
Cynthia L. Egan(3) | 2018 | Chair | ● | |||
Pamela H. Godwin(4)(5) | 2018 | ● | ● | |||
Kevin T. Kabat(6) | 2018 | Chair | ● | |||
Timothy F. Keaney | 2018 | ● | Chair | |||
Gloria C. Larson | 2018 | ● | Chair | |||
Richard P. McKenney | 2018 | |||||
Ronald P. O'Hanley | 2018 | ● | ● | |||
Francis J. Shammo | 2018 | ● | ● | |||
2017 Committee Meetings | 10 | 6 | 6 | 7 | 5 |
Audit Committee(1) |
• | Assists the Board in oversight of financial statement and disclosure matters, the effectiveness of internal control over financial reporting, the relationship with our independent auditor, the internal audit function, compliance with legal and regulatory requirements, and financial risk. |
• | A more complete description of the responsibilities of the Audit Committee |
Governance Committee(2) |
• | Assists the Board in implementation and oversight of our corporate governance policies. The Governance Committee identifies qualified candidates for the Board and recommends the individuals to be nominated by the Board for election as directors. |
• | Oversees the process for Board and committee evaluations. |
• | Advises the Board on corporate governance matters, including with respect to the size, composition, operations, leadership, succession plans and the needs of the Board and its committees. |
• | Oversees the company's strategy, reputation and activities concerning corporate sustainability, including environmental and social risks and opportunities. |
Human Capital Committee(3) |
• | Assists the Board in oversight of our compensation and benefit programs, and related risks to support business plans, attract and retain key executives, and tie compensation to performance. |
• | Establishes our general compensation philosophy, principles and practices. |
• | Takes into consideration the results of the company’s most recent say-on-pay vote. |
• | Evaluates and approves compensation and benefit plans. |
• | Annually reviews performance and approves compensation of the CEO and other executive officers. |
• | Reviews and recommends to the Board the form and amount of director compensation. |
• | Oversees the company's development and implementation of, and monitors the effectiveness of, the company's policies and strategies relating to its human capital management function, talent management, inclusion and diversity, and workplace and employment practices. |
Regulatory Compliance Committee(4) |
• | Assists the Board in its oversight of regulatory, compliance, policy and legal matters and related risks and compliance with laws and regulations. |
• | Monitors the effectiveness of our compliance efforts concerning applicable regulatory and legal requirements and internal policy. |
• | Reviews and discusses with management any communication to or from regulators or governmental agencies and any complaints, reports and legal matters that raise significant issues regarding our compliance with applicable laws or regulations. |
• | Monitors the investigation and resolution of any significant instances of noncompliance or potential compliance violations. |
Risk and Finance Committee(5) |
• | Assists the Board in oversight of our investments, capital and financing plans and activities, including dividends and borrowings, and related financial matters and the associated risks. It also oversees our enterprise risk management activities and other risks not specifically allocated to another committee. |
• | Monitors, evaluates and recommends to the Board capital and financing plans, activities, requirements and opportunities. |
• | Oversees implementation of and compliance with investment strategies, guidelines and policies. |
• | Authorizes loans and investments of the company. |
• | Oversees and receives reports concerning overall management of risks arising under the company's information security (including cybersecurity) and business resiliency (including disaster recovery and business continuity) programs. |
• | Monitors, evaluates and makes recommendations regarding matters pertaining to our Closed Block segment, including long-term care business, that could have meaningful impact upon any of the matters for which the Risk and Finance Committee has oversight responsibility. |
| |
(1) | All members of the Audit Committee meet the independence requirements of the SEC and the NYSE and our corporate governance guidelines. All four members of the Audit Committee are “audit committee financial experts” under SEC regulations, and are “financially literate” as required by the NYSE. |
(2) | All members of the Governance Committee meet the independence requirements of the NYSE and our corporate governance guidelines. |
(3) | All members of the Human Capital Committee |
(4) | |
(5) | |
In the late summer and early fall, we begin our shareholder engagement efforts by contacting each of our top 50 more than 73% of our outstanding shares. The focus of these meetings is to discuss our business strategy and our governance and compensation practices, as well as to learn about any other topics that are important to our shareholders. representing approximately 24% of our outstanding shares, accepted our invitation for engagement. Our independent joined two proxy advisory firms to provide an update on our shareholder engagement efforts and gain further insight into their views and governance practices and the recent Success Incentive Plan awards. These communications promote greater engagement with our shareholders on various corporate governance issues and provide an open forum to share perspectives on our policies and practices. | ||||
| Earnings | | | | |
| |||||
Despite the | | | | ||
| Return on equity | | | | |
| We continued to put | | | | |
| Book value | | | | |
| Our book value per share at the end of | | | |
(1) |
| | | 1 Year | | | 3 Year | | | 5 Year | | |
| Unum | | | (16.32)% | | | (52.98)% | | | (19.19)% | |
| Proxy Peer Group | | | (6.27) | | | (8.86) | | | 40.31 | |
| S&P 500 | | | 18.40 | | | 48.85 | | | 103.04 | |
| S&P Life & Health Index | | | (9.48) | | | (11.65) | | | 28.43 | |
**Non-GAAP financial measure, see Appendix A for reconciliation. 54 2021 PROXY STATEMENT |
Our Seven shareholders, |
• | |
Most of the shareholders that we met with sought additional information about the Success Incentive Plan (SIP) implemented in August 2020. Additionally, they highlighted the importance of clear proxy statement disclosure, including key terms and rationale (see page 62). |
• | Providing a CEO Compensation Summary in our proxy statement to help investors understand how the Committee approaches its compensation decisions (see page 10); and |
• | Enhancing our ESG disclosures to enable better understanding of our corporate sustainability strategy, initiatives, and progress (see page 42). |
• | Aligning the long-term interests of management and shareholders by offering performance- based equity compensation opportunities and requiring senior officers to own and retain a specified value of shares. Our long-term incentive awards are granted in the current year based on performance from the prior year (i.e., awards granted in 2020 were based on 2019 performance; see page 71 for additional details). |
SHORT-TERM | LONG-TERM(1) | ||||||||||||||
BASE PAY | ANNUAL INCENTIVE | PERFORMANCE- BASED RSUs | PSUs(2) | RETIREMENT & WORKPLACE BENEFITS | |||||||||||
Primary Purpose | | | Reflects the market for similar positions as well as individual skills, abilities & performance | | | Rewards short-term performance(3) | | | Rewards long-term performance, aligns interest with stockholders & promotes a culture of ownership and accountability(3) | | | Addresses health, welfare & retirement needs | |||
Performance Period | Ongoing | | | 1 year | | | | | 3 years prospective | | | N/A | |||
Form | | | <--------------- Cash ---------------> | | | <--------------- Equity ---------------> | | | N/A | ||||||
Payment/Grant Date | | Ongoing | | | <----- In March based on prior year performance -----> | | | Ongoing |
(1) | Excludes the Success Incentive Plan (SIP) awards, which are not viewed as part of the annual compensation program. For further details on the SIP, see page 62. |
(2) | Beginning with the March 1, 2021 grant, cash incentive units (CIUs) will replace PSUs. See page 65 for details on this decision and the applicable performance criteria. |
(3) | For details on performance measures see “Annual and Long-Term Incentive Programs” beginning on page 66. |
(4) | A performance threshold goal must be achieved before participants are eligible to receive an award. If the goal is not achieved, no awards are granted. |
(1) | Excludes the SIP awards, which are discussed beginning on page 62. |
| | | | | | | | | Proxy Peer Group Indicators | |
| Company | | | DIS Survey | | | Group | | | Proxy Peer | | | Life & Health GICS | | | 0.4x to 2.5x Unum Revenues | | | 0.4x to 2.5x Unum Assets | | | 0.5x to 5.0x Unum Market Capitalization | | | List Unum as a Peer | |
Aflac | • | • | | • | | | • | | | • | | | • | | | | | • | | |||||||
AIG | | | • | | | | | | | | | | | | | | | | ||||||||
Allianz Life Insurance | | | • | | | | | | | | | | | | | | | | ||||||||
Allstate | | | • | | | | | | | | | | | | | | | | ||||||||
| Brighthouse Financial | | | • | | | | | • | | | • | | | • | | | | | • | | | • | | ||
| Cigna | | | • | | | | | | | | | | | | | | | | |||||||
| CNO Financial Group | | • | • | | | • | | | • | | | • | | | | | • | | |||||||
Equitable Holdings (f/k/a AXA Group) | | • | | • | | | | | • | | | | | • | | | • | | ||||||||
Genworth Financial | | | • | | | | | | | | | | | | | | | | ||||||||
| Globe Life (f/k/a Torchmark) | | | | | • | | | • | | | • | | | • | | | • | | | • | | | • | | |
| Guardian Life | | | • | | | | | | | | | | | | | | | | |||||||
| Hartford Financial Services Group | • | | • | • | | | | | • | | | • | | | • | | | • | | ||||||
| John Hancock | | • | | | | | | | | | | | | | | | | ||||||||
| Lincoln | • | • | • | | | • | | | • | | | | | • | | | • | | |||||||
| Massachusetts Mutual | | • | | | | | | | | | | | | | | | | ||||||||
MetLife | • | | | • | | | • | | | • | | | | | | | | | | |||||||
Nationwide | | | • | | | | | | | | | | | | | | | | ||||||||
| New York Life | | • | | | | | | | | | | | | | | | | ||||||||
| Northwestern Mutual | | • | | | | | | | | | | | | | | | | ||||||||
| OneAmerica Financial Partners | | • | | | | | | | | | | | | | | | | ||||||||
| Pacific Life | | • | | | | | | | | | | | | | | | | ||||||||
Principal Financial Group | • | • | | • | | | • | | | • | | | | | • | | | • | | |||||||
Protective Life | • | | | | | | | | | | | | | | | | ||||||||||
| Prudential Financial | | | • | | | • | | | • | | | • | | | | | | | • | | | | |||
| Reinsurance Group of America | | | | • | | | | | • | | | • | | | • | | | • | | ||||||
| Securian Financial Group | | • | | | | | | | | | | | | | | | | ||||||||
| Sun Life Financial | | • | | | | | | | | | | | | | | | | ||||||||
Symetra Financial | | • | | | | | | | | | | | | | | | | |||||||||
Thrivent Financial | | | • | | | | | | | | | | | | | | | | ||||||||
Transamerica | • | | | | | | | | | | | | | | ||||||||||||
USAA | | | • | | | | | | | | | | | | | | | | ||||||||
Voya Financial Services | • | | • | • | | | | | • | | | • | | | • | | | • | |
(1) | |
For compensation decisions made in early |
(2) | |
The |
(3) | |
| | | CEO | | | | | Other NEOs | ||
| ✓ | | | Financial performance | | | ✓ | | | Demonstrated performance |
✓ | | | Leads strategy and | |||||||
✓ | ||||||||||
Commitment to the enterprise and their business unit | ||||||||||
✓ | | | Directs resources and talent to achieve strategic initiatives | | | ✓ | | | Ability to balance complex and competing factors | |
| ✓ | | | Drives execution | | | ✓ | | | Humility and ego maturity |
| ✓ | | | Manages risk while leading for the future | | | ✓ | | | Effectively manages board relations |
| ✓ | | | Sets cultural norms | | | ✓ | | | Strategic |
| ✓ | | Understands and | | | ✓ | | | Demonstrates leadership | |
| ✓ | | | Builds relationships and communicates to all stakeholders | | | ✓ | | | Building and sustaining a high-functioning organization |
| ✓ | | | Understands governance and fosters board relationships | | | | |
(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 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). |
| Name | | | CSUs(1) | | | SSUs(2) | |
| Richard P. McKenney | | | $4,900,000 | | | 186,368 | |
| Steven A. Zabel | | | $840,000 | | | 11,328 | |
| Michael Q. Simonds | | | $1,225,000 | | | 46,592 | |
| Timothy G. Arnold | | | $437,500 | | | 16,640 | |
| Lisa G. Iglesias | | | $519,750 | | | 19,768 | |
(1) | The CSUs were granted with a target value equal to 70% of each officer's 2020 annual long-term incentive target. |
(2) | |
| Annual Incentive Metric | | | 2020 Weighting | | | | | Purpose | |
| After-Tax Adjusted Operating Earnings Per Share | | | 35% | | | ⇨ | | | Measures profitability achievement |
| Consolidated Adjusted Operating Return on Equity | | | 15% | | | ⇨ | | | Measures effectiveness of balancing profitability and capital management priorities |
| Earned Premium | | | 15% | | | ⇨ | | | Measures growth and competitiveness of the business |
| Sales | | | 15% | | |||||
| Customer Experience | | | 10% | | | ⇨ | | | Measures effective and efficient customer service |
| Operating Expense Ratio | | | 10% | |
| If the 2020 Performance Threshold was met, then: | |
| ($) | | | × | | | (%) | | | × | | | (%) | | | = | | | ($) | |
| 2020 Annual Incentive Target for NEOs | | | 2020 Company Performance(1) | | | 2020 Individual Performance(2) | | | 2020 Annual Incentive Award | | |||||||||
| | | | | | | | | | | |
| If threshold was not met, then no award is paid | |
| (1) | | | The Committee exercises discretion as to the final percentage considering all performance factors, including, but not limited to, the quality of financial results. For details on adjustments for 2020, see discussion below. | |
| (2) | | | Individual performance may range from 0% to 125%. Individual performance adjustments for 2020 are described beginning on page 75. | |
2017 ANNUAL INCENTIVE AWARD PERFORMANCE TARGETS AND RESULTS ($s/£s IN MILLIONS) | |||||
Performance Measure | Component Weighting | Threshold(1) | Target | Maximum | Actual |
Unum Group | |||||
After-tax adjusted operating income(2) | 35% | $688.8 | $918.4 | $1,056.2 | $976.2 |
Consolidated adjusted operating return on equity(3) | 15% | 8.22% | 10.95% | 12.60% | 11.6% |
Earned premium(4) | 15% | $6,355.2 | $7,476.7 | $8,972.1 | $7,467.9 |
Sales | 15% | $1,248.4 | $1,664.6 | $2,330.4 | $1,734.6 |
Customer experience(5) | 10% | 270% | 300% | 450% | 307% |
Operating expense ratio(6) | 10% | 19.70% | 17.70% | 15.70% | 17.42% |
Investments | |||||
Net investment income(7) | 50% | $2.299.6 | $2,424.6 | $2,549.6 | $2,454.3 |
Avoided losses(8) | 25% | $(100.0) | $7.4 | $150.0 | $14.9 |
Market composite(9) | 25% | 83% | 100% | 175% | 119.2% |
TARGETS FOR PERFORMANCE SHARE UNITS (PSUs) GRANTED IN 2017 | |||||
Corporate Performance Factors | Driver of Shareholder Value | Component Weighting | Threshold | Target | Maximum |
Average 3-year Adjusted Operating Return on Equity (2017-2019) | Capital Management Effectiveness | 50% | 8.10% | 10.80% | 12.42% |
Average 3-year After-Tax Adjusted Operating EPS (2017-2019) | Profitability | 50% | $3.22 | $4.30 | $4.95 |
Relative Total Shareholder Return | Modifier Percentile | -20% @ 35th | 0 @ 50th | +20% @ 75th |
| | | Threshold(1) | | | Target(1) | | | Maximum(1) | | | Component Weight | | | Result | | |
| Unum Group (actual results in blue) | | |||||||||||||||
| After-tax adjusted operating earnings per share(2) | | | | | 35% | | | Slightly above target | | |||||||
| Consolidated adjusted operating return on equity(3) | | | | | 15% | | | Slightly above target | | |||||||
| Earned premium(4) | | | | | 15% | | | Slightly below target | | |||||||
| Sales | | | | | 15% | | | Below target | | |||||||
| Customer experience(5) | | | | | 10% | | | Slightly below target | | |||||||
| Operating expense ratio(6) | | | | | 10% | | | Below target | |
(1) | For each performance measure, there is no payout at or below the threshold. The payout would be 150% for performance at or above the maximum. For performance between defined levels, the payout is interpolated. |
(2) | After-tax adjusted operating earnings per share is defined as net income adjusted to exclude after-tax net realized investment gains or losses and amortization of the cost of reinsurance as well as certain other items specified in the reconciliation of non-GAAP financial measures in Appendix A of this proxy statement divided by dilutive outstanding weighted average shares. |
(3) | Consolidated adjusted operating return on equity is calculated by dividing after-tax adjusted operating income by the average of the beginning- and end-of-year stockholders’ equity adjusted to exclude the net unrealized gain or loss on securities and the net gain on hedges. |
(4) | Earned premium is calculated for our core operations (Unum US, Unum International, and Colonial Life). |
(5) | Customer experience is based on the quality of our customers' experiences and includes measures focused on areas that impact customer loyalty and satisfaction. |
(6) | The operating expense ratio is equal to operating expenses as a percentage of earned premium (or total company expense over total company earned premium) inclusive of the Closed Block and Corporate segments. |
° | Elevated mortality within the Life and LTC product lines; |
° | Increased short-term disability COVID-19 claims; |
° | Higher costs associated with leave management claims; and |
° | Lower travel and incentive expenses, offset by increased expenses related to transitioning employees to work from home, creating a safe office environment and increasing allowances for uncollectible premiums. |
2017 ANNUAL BASE SALARY DECISIONS | |||
Name | 2017 | 2016 | Change |
Mr. McKenney | $1,000,000 | $1,000,000 | – |
Mr. McGarry | 630,000 | 600,000 | +5.0% |
Mr. Simonds | 615,000 | 600,000 | +2.5% |
Ms. Farrell | 460,000 | 453,000 | +1.5% |
Ms. Iglesias | 505,000 | 495,000 | +2.0% |
2017 ANNUAL INCENTIVE TARGET DECISIONS | |||
Name | 2017 | 2016 | Change |
Mr. McKenney | 175% | 175% | – |
Mr. McGarry | 100% | 100% | – |
Mr. Simonds | 90% | 90% | – |
Ms. Farrell | 120% | 120% | – |
Ms. Iglesias | 75% | 75% | – |
2017 LONG-TERM INCENTIVE TARGET DECISIONS | |||
Name | 2017 | 2016 | Change |
Mr. McKenney | $5,500,000 | $5,250,000 | +4.8% |
Mr. McGarry | 175% | 150% | +25 pts |
Mr. Simonds | 160% | 150% | +10 pts |
Ms. Farrell | 110% | 100% | +10 pts |
Ms. Iglesias | 125% | 125% | – |
| | 80% | |
ANNUAL INCENTIVE PAID IN 2018 | (for 2017 performance) | ||||||||
Executive | 2017 Incentive Target (%) | Eligible Earnings ($) | Company Performance (%) | Individual Performance (%) | 2017 Annual Incentive Paid ($) | ||||
Mr. McKenney(1) | 175% | X | 1,000,000 | X | 120% | X | 115% | = | 2,415,000 |
Mr. McGarry(1) | 100% | X | 623,077 | X | 120% | X | 110% | = | 822,462 |
Mr. Simonds(1) | 90% | X | 611,538 | X | 120% | X | 120% | = | 792,554 |
Ms. Farrell(2) | 120% | X | 458,385 | X | 118.5% | X | 100% | = | 651,822 |
Ms. Iglesias(1) | 75% | X | 502,692 | X | 120% | X | 100% | = | 452,423 |
(for 2020 performance) |
| Executive | | | 2020 Incentive Target (%) | | | | | Eligible Earnings ($) | | | | | Company Performance (%) | | | | | Individual Performance (%) | | | | | 2020 Annual Incentive Paid ($) | | ||||
| Mr. McKenney | | | 210% | | | X | | | 1,078,846 | | | X | | | 80% | | | X | | | 100% | | | = | | | 1,812,462 | |
| Mr. Zabel | | | 110% | | | X | | | 617,308 | | | X | | | 80% | | | X | | | 110% | | | = | | | 597,554 | |
| Mr. Simonds(1) | | | 127.95% | | | X | | | 718,846 | | | X | | | 80% | | | X | | | 100% | | | = | | | 735,785 | |
| Mr. Arnold | | | 90% | | | X | | | 519,267 | | | X | | | 80% | | | X | | | 95% | | | = | | | 355,179 | |
| Ms. Iglesias | | | 95% | | | X | | | 571,154 | | | X | | | 80% | | | X | | | 100% | | | = | | | 434,077 | |
(1) |
| If the 2019 Performance Threshold was met, then: | |
| ($) | | | × | | | (%) | | | = | | | ($) | |
| 2019 Long-term Incentive Target for NEOs | | | 2019 Individual Performance(1) | | | 2020 Long-term Incentive Award | | ||||||
| | | | | | | | | |
| If threshold was not met, then no award granted | |
| (1) | | | Individual performance may range from 0% to 125%. Individual performance achievement percentages for 2019 performance are described beginning on page 66 of our 2020 Proxy Statement. | |
• | The individual performance percentage (from 0% to 125%) assigned to the NEO by the Committee using the individual assessment process described beginning on page 61 (for a discussion of the individual NEO performance assessments for 2019 that determined the individual performance percentage for these 2020 grants, see disclosure beginning on page 66 of our 2020 Proxy Statement). |
| | (for 2019 Performance) |
| Executive | | | 2019 Long-Term Incentive Target | | | | | Individual Performance | | | | | 2020 Long-Term Incentive Grant(2) | | ||
| Mr. McKenney(1) | | | $6,500,000 | | | X | | | 98% | | | = | | | $6,370,000 | |
| Mr. Zabel | | | 656,027 | | | X | | | 110% | | | = | | | 721,630 | |
| Mr. Simonds | | | 1,120,000 | | | X | | | 110% | | | = | | | 1,232,000 | |
| Mr. Arnold | | | 625,044 | | | X | | | 110% | | | = | | | 687,548 | |
| Ms. Iglesias | | | 742,500 | | | X | | | 100% | | | = | | | 742,500 | |
(1) | Mr. McKenney’s target was set as a dollar amount, rather than as a percentage of salary as for the other NEOs. |
(2) | The amount shown is the award approved by the Committee for each NEO. This amount is then converted to the respective number of PBRSUs and PSUs based on the closing stock price on the date of grant. The amount included in the “Summary Compensation Table” on page 87 was calculated using the closing stock price for PBRSUs and the Monte Carlo valuation methodology for PSUs. |
| Executive | | | PBRSUs Granted (Mar. 2020) | | | PSUs Granted (Mar. 2020) | |
| Mr. McKenney | | | 136,636 | | | 136,637 | |
| Mr. Zabel | | | 15,479 | | | 15,479 | |
| Mr. Simonds | | | 26,426 | | | 26,426 | |
| Mr. Arnold | | | 14,748 | | | 14,748 | |
| Ms. Iglesias | | | 15,927 | | | 15,927 | |
| Corporate Performance Factors | | | Driver of Shareholder Value | | | Component Weighting | | | Threshold | | | Target | | | Maximum | |
| Unum Group | | | | | | | | | | | | |||||
| | Capital Management Effectiveness | | | 50% | | | | ||||||||
Average 3-year After-Tax Adjusted Operating EPS (2020-2022) |
| | 50% | | | | ||||||||
| |||||||||||||
Relative Total Shareholder Return | | Modifier Percentile | | | -20% @ 35th | | | 0 @ 50th | | | +20% @ 75th | |
LONG-TERM INCENTIVE GRANTED IN 2017 | (for 2016 Performance) | ||||
Executive | Long-Term Incentive Target | Individual Performance | 2017 Long-Term Incentive Grant(2) | ||
Mr. McKenney(1) | $5,250,000 | X | 105% | = | $5,512,500 |
Mr. McGarry | 900,000 | X | 111% | = | $1,000,000 |
Mr. Simonds | 900,000 | X | 111% | = | $1,000,000 |
Ms. Farrell | 453,000 | X | 105% | = | $475,650 |
Ms. Iglesias | 618,750 | X | 100% | = | $618,750 |
Executive | Grant Date Fair Market Value | Performance Share Units Granted (Mar. 2017) | Restricted Stock Units Granted (Mar. 2017) |
Mr. McKenney | $5,499,957 | 55,154 | 55,154 |
Mr. McGarry | 999,992 | 10,028 | 10,028 |
Mr. Simonds | 999,992 | 10,028 | 10,028 |
Ms. Farrell | 475,664 | 4,770 | 4,770 |
Ms. Iglesias | 618,763 | 6,205 | 6,205 |
2015 PERFORMANCE SHARE UNIT (PSU) AWARDS | |||||
Corporate Performance Factors | Component Weighting | Threshold | Target | Maximum | Actual |
Average 3-year Adjusted Operating Return on Equity (2015-2017) | 50% | 8.12% | 10.83% | 12.45% | 11.33% |
Average 3-year After-Tax Adjusted Operating EPS (2015-2017) | 50% | $2.82 | $3.76 | $4.33 | $3.93 |
Relative Total Shareholder Return | Modifier Percentile | -20% @ 35th | 0 @ 50th | +20% @ 75th | @ 87.5th |
| Corporate Performance Factors | | | Component Weighting | | | Threshold | | | Target | | | Maximum | | | Result | |
| Unum Group | | | | | | | | | | | | |||||
| Average 3-year Adjusted Operating Return on Equity (2018-2020) | | | 50% | | | | | Below Target 12.23% | | |||||||
| Average 3-year After-Tax Adjusted Operating EPS (2018-2020) | | | 50% | | | | | Below Target $5.19 | | |||||||
| Relative Total Shareholder Return | | | Modifier Percentile | | | -20% @ 35th | | | 0 @ 50th | | | +20% @ 75th | | | -20% @ 0th | |
2018 ANNUAL BASE SALARY DECISIONS | |||
Name | 2018 | 2017 | Change |
Mr. McKenney | $1,000,000 | $1,000,000 | – |
Mr. McGarry | 630,000 | 630,000 | – |
Mr. Simonds | 630,375 | 615,000 | +2.5% |
Ms. Farrell | 460,000 | 460,000 | – |
Ms. Iglesias | 525,200 | 505,000 | +4.0% |
2018 ANNUAL INCENTIVE TARGET DECISIONS | |||
Name | 2018 | 2017 | Change |
Mr. McKenney | 200% | 175% | +25 pts |
Mr. McGarry | 110% | 100% | +10 pts |
Mr. Simonds | 100% | 90% | +10 pts |
Ms. Farrell | 120% | 120% | – |
Ms. Iglesias | 90% | 75% | +15 pts |
2018 LONG-TERM INCENTIVE TARGET DECISIONS | |||
Name | 2018 | 2017 | Change |
Mr. McKenney | $6,500,000 | $5,500,000 | +18.2% |
Mr. McGarry | 200% | 175% | +25 pts |
Mr. Simonds | 175% | 160% | +15 pts |
Ms. Farrell | 110% | 110% | – |
Ms. Iglesias | 130% | 125% | +5 pts |
| |||||||
| | ||||||
ACTUAL COMPENSATION(1) | | In assessing Mr. McKenney's performance for 2020, the Committee noted that he: •Effectively guided the company through an exceptionally challenging year, delivering solid financial results. Despite metrics pressured by the pandemic, the company still reached $1 billion in after-tax adjusted operating earnings; | |||||
| 2020 | ||||||
| Base Salary | | | $1,078,846 | |||
| AI | | | $1,812,462 | |||
| LTI | | | $7,500,000 | |||
| 2019 | ||||||
| Base Salary | | | $1,000,000 | | •Proactively managed capital generation and deployment in an uncertain environment, positioning the company well to respond to future opportunities. Unum’s strong capital position allowed the company to weather the current economic uncertainty while maintaining the flexibility needed to make investments in our product portfolio, technology infrastructure and talent development. Through dividend payments, the company also returned $233 million to shareholders; •Successfully led the company through rapid change and realignment as the company implemented a new operating model, shifted to remote work and introduced new digital capabilities for customers. Mr. McKenney managed key senior leadership and organizational transitions, introduced workplace flexibility in response to the pandemic and invested in technologies that enhance collaboration, engagement and experiences for customers and employees; •Enhanced the company’s commitment to sustainability and social responsibility. Significant engagement efforts with employees and communities during the pandemic and social unrest of 2020 and the completion of an ESG materiality assessment demonstrated Mr. McKenney’s strong advocacy for inclusion and diversity, corporate citizenship, employee wellbeing, and good governance practices; and •Led the company’s ongoing efforts to responsibly manage its Closed Block of business. Active management of the closed LTC block and pursuing a reinsurance agreement for the Closed Block individual disability segment provided predictable performance and effective capital planning. | |
| AI | | | $1,710,000 | |||
| LTI | | | $6,370,000 | |||
| | | |||||
| COMPENSATION TARGETS | ||||||
| 2021 | ||||||
| Base Salary | | | $1,050,000 | |||
| AI Target | | | 210% | |||
| LTI Target | | | $7,500,000 | |||
| 2020 | ||||||
| Base Salary | | | $1,050,000 | |||
| AI Target | | | 210% | |||
| LTI Target | | | $7,000,000 | |||
| | | |||||
| Although stock price is not a direct criterion for assessing the CEO’s performance, the Committee considered its impact on TSR while weighing the above individual achievements and overall performance of the company. Investor perceptions in the industry surrounding LTC continue to negatively impact our stock price. Even so, the Committee believes the company is well positioned for long-term success through the actions of Mr. McKenney. Given these accomplishments and considerations, the Committee awarded Mr. McKenney an individual performance percentage of 100% for his 2020 annual incentive award and an LTI award of $7,500,000 with no specific individual/ strategic factor applied for his LTI award granted in March 2021. For more information on the Committee's decisions related to Mr. McKenney's 2021 compensation, see “2021 Compensation” on page 15. |
(1) | Base salary shown is the earnings for the year. Annual incentive (AI) and long-term incentive (LTI) amounts are the decisions related to that performance year (e.g., annual and long-term incentive paid/granted in 2021 were determined based on 2020 performance and therefore are shown as 2020 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 87), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table. |
| STEVEN A. ZABEL, Executive Vice President, Chief Financial Officer | ||||||
| | ||||||
ACTUAL COMPENSATION(1) | | In assessing Mr. Zabel's performance for 2020, the Committee noted that he: •Navigated significant challenges in his second year as Chief Financial Officer. Mr. Zabel led key efforts to drive enterprise efficiency and improved forecasting, guided the company through complex regulatory issues, and negotiated a series of reinsurance agreements for our Closed Block individual disability products; | |||||
| 2020 | ||||||
| Base Salary | | | $617,308 | |||
| AI | | | $597,554 | |||
| LTI | | | $1,200,000 | |||
| 2019 | ||||||
| Base Salary | | | $456,308 | |||
| AI | | | $410,335 | |||
| LTI | | | $721,630 | | •Delivered solid financial results given the external challenges posed by the pandemic. Growth in premiums and book value were impressive accomplishments in the current environment, and Mr. Zabel ensured we were able to continue supporting our customers, remained focused on risk management and responded quickly to the unique challenges of the pandemic; •Maintained a strong capital position. We returned value to shareholders through dividend payments, unlocked significant capital through the reinsurance transaction, enhanced the stability of the Closed Block, and further improved our flexibility to invest in growth; •Strengthened relationships with key internal and external constituents. Mr. Zabel continued to develop partnerships and credibility with Unum’s Board and senior leadership team, key insurance regulators and the investment community; and •Strengthened the culture of the Finance team. Through enhanced communications and proactive change management, Mr. Zabel strengthened the resilience of the organization in a challenging environment, further developed his leadership team and advanced engagement on inclusion and diversity. | |
| | | |||||
| COMPENSATION TARGETS | ||||||
| 2021 | ||||||
| Base Salary | | | $625,000 | |||
| AI Target | | | 120% | |||
| LTI Target | | | 225% | |||
| 2020 | ||||||
| Base Salary | | | $600,000 | |||
| AI Target | | | 110% | |||
| LTI Target | | | 200% | |||
| | | |||||
| Given the challenges posed by the pandemic, in combination with the complex regulatory issues and negotiating the reinsurance transaction, the Committee applied individual performance percentages of 110% for Mr. Zabel’s 2020 annual incentive award and 100% for his long-term incentive award granted in March 2021. As previously disclosed, the Committee has a practice of positioning our executives' pay below median pay of external peers as they are promoted into a role and gradually making adjustments to full competitive norms as performance and experience in the job grows. Mr. Zabel was promoted to CFO in July 2019 and after considering his performance in the CFO role as well as his positioning relative to the market, the Committee increased his annual and long-term incentive targets for 2021 to 120% and 225%, respectively. |
(1) | Base salary shown is the earnings for the year. Annual incentive (AI) and long-term incentive (LTI) amounts are the decisions related to that performance year (e.g., annual and long-term incentive paid/granted in 2021 were determined based on 2020 performance and therefore are shown as 2020 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 87), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table. |
| MICHAEL Q. SIMONDS, Executive Vice President, Chief Operating Officer | ||||||
| | ||||||
| ACTUAL COMPENSATION(1) | | In assessing Mr. Simonds' performance for 2020, the Committee noted that he: •Effectively transitioned to the new role of Chief Operating Officer. Despite the challenges of the pandemic, Mr. Simonds leveraged strong existing relationships to build a robust leadership team and clear structure for Unum's business operations; | ||||
| 2020 | ||||||
| Base Salary | | | $718,846 | |||
| AI | | | $735,785 | |||
| LTI | | | $1,694,918 | |||
| 2019 | ||||||
| Base Salary | | | $634,817 | |||
| AI | | | $628,469 | | •Drove resiliency and adaptability of the organization during a time of significant disruption. Through economic uncertainty and an evolving health crisis, Mr. Simonds was a key leader in Unum's shift to remote work and deployment of digital capabilities to better serve customers while ensuring his team remained focused on consistent delivery, productivity and employee engagement; •Maintained a strong focus on delivering for customers. Under Mr. Simonds' leadership and in the midst of a challenging environment, the company exceeded customer service goals and delivered critical support to customers facing illness and loss; •Drove transformational change across the enterprise. In partnership with the CEO and Board, Mr. Simonds realigned the business operations, established a new COO leadership team and developed strategic transformational goals to position us for stronger growth; and •Strengthened culture of inclusion and diversity. Through his strong leadership team, Mr. Simonds has helped to lead efforts to address social justice issues externally and drove progress on inclusion, agility and accountability within the organization. | |
| LTI | | | $1,232,000 | |||
| | | |||||
| COMPENSATION TARGETS | ||||||
| 2021 | ||||||
| Base Salary | | | $700,000 | |||
| AI Target | | | 130% | |||
| LTI Target | | | 275% | |||
| 2020 | ||||||
| Base Salary | | | $700,000 | |||
| AI Target | | | 130% | |||
| LTI Target | | | 250% | |||
| | | |||||
| Given these accomplishments, the Committee applied individual performance percentages of 100% for Mr. Simonds’ 2020 annual incentive award and 100% for his long-term incentive award granted in March 2021. Based on a review of Mr. Simonds' performance in the COO role, as well as his competitive positioning relative to the market, the Committee increased his long-term incentive target for 2021 to 275%. |
(1) | Base salary shown is the earnings for the year. Annual incentive (AI) and long-term incentive (LTI) amounts are the decisions related to that performance year (e.g., annual and long-term incentive paid/granted in 2021 were determined based on 2020 performance and therefore are shown as 2020 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 87), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table. |
| TIMOTHY G. ARNOLD, Executive Vice President, Voluntary Benefits & President, Colonial Life | ||||||
| | ||||||
| ACTUAL COMPENSATION(1) | | In assessing Mr. Arnold's performance for 2020, the Committee noted that he: •Took important steps to strengthen the voluntary business. With oversight for both Unum and Colonial Life voluntary products, Mr. Arnold took steps to streamline the organization, consolidate field offices and leverage the strengths of both brands in the market in innovative ways; | ||||
| 2020 | ||||||
| Base Salary | | | $519,267 | |||
| AI | | | $355,179 | |||
| LTI | | | $656,296 | |||
| 2019 | ||||||
| Base Salary | | | $500,035 | |||
| AI | | | $405,029 | |||
| LTI | | | $687,548 | | •Drove continued digital adoption. Tools such as our Agent Assist app, new virtual enrollment capabilities and ongoing progress in automation and modernization are improving our support of partners and customers during a critical time; •Differentiated Colonial Life in a crowded marketplace. Continued development of our already-strong capabilities in enrollment, benefits execution and product portfolio enhancements provide a meaningful competitive differentiator for the brand; •Was instrumental in establishing a future vision for voluntary benefits at Unum. His deep knowledge of the voluntary benefits industry and his success at Colonial Life are key to taking advantage of significant growth opportunities for both brands; and •Strengthened the culture and reputation of the company. Through deep, personal engagement and broad community and industry involvement, Mr. Arnold further developed a strong sense of shared mission and community across his organization, promoted the company's commitment to social responsibility, championed workplace inclusion and diversity and fostered a deep talent pipeline. | |
| | | |||||
| COMPENSATION TARGETS | ||||||
| 2021 | ||||||
| Base Salary | | | $500,035 | |||
| AI Target | | | 90% | |||
| LTI Target | | | 125% | |||
| 2020 | ||||||
| Base Salary | | | $500,035 | |||
| AI Target | | | 90% | |||
| LTI Target | | | 125% | |||
| | | |||||
| The Committee applied individual performance percentages of 95% for Mr. Arnold’s 2020 annual incentive award and, given his leadership in positioning the Unum and Colonial voluntary businesses for future growth, 105% for his long-term incentive award granted in March 2021. |
(1) | Base salary shown is the earnings for the year. Annual incentive (AI) and long-term incentive (LTI) amounts are the decisions related to that performance year (e.g., annual and long-term incentive paid/granted in 2021 were determined based on 2020 performance and therefore are shown as 2020 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 87), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table. |
| ||||||||
| | | ||||||
| ACTUAL COMPENSATION(1) | | | In assessing Ms. Iglesias' performance for 2020, the Committee noted that she: •Effectively led and aligned various corporate teams with the needs of the business. Through her leadership of legal, audit, government affairs, ethics, compliance and corporate services, these teams supported the swiftly evolving needs of the business during a time of unprecedented change; | ||||
| 2020 | | ||||||
| Base Salary | | | $571,154 | | |||
| AI | | | $434,077 | | |||
| LTI | | | $742,500 | | |||
| 2019 | | ||||||
| Base Salary | | | $544,277 | | |||
| AI | | | $465,357 | | | •Was influential in driving workplace change. Ms. Iglesias has continued to be a leader in our efforts to build a culture of inclusion, advocate for social justice and create a more collaborative, flexible and dynamic work environment; •Enhanced our brand and reputation with external constituents. She and her team have taken a leadership role in communicating the social value of our business and our strong governance practices to legislators, advocacy groups and regulators; •Continued her work to further strengthen our culture of ethical conduct. Ms. Iglesias and her team are persuasive advocates for our Unum values and encourage ethical conduct through ongoing communication, education and awareness; and •Prepared her organization for the future. From building a strong leadership pipeline to streamlining her organizational structure and operations, Ms. Iglesias has driven efficiency, productivity and accountability across her teams. | |
| LTI | | | $742,500 | | |||
| | | | |||||
| COMPENSATION TARGETS | | ||||||
| 2021 | | ||||||
| Base Salary | | | $550,000 | | |||
| AI Target | | | 95% | | |||
| LTI Target | | | 135% | | |||
| 2020 | | ||||||
| Base Salary | | | $550,000 | | |||
| AI Target | | | 95% | | |||
| LTI Target | | | 135% | | |||
| | | | |||||
| Given these accomplishments, the Committee applied individual performance percentages of 100% for Ms. Iglesias' 2020 annual incentive award and 100% for her long-term incentive award granted in March 2021. |
(1) | Base salary shown is the earnings for the year. Annual incentive (AI) and long-term incentive (LTI) amounts are the decisions related to that performance year (e.g., annual and long-term incentive paid/granted in 2021 were determined based on 2020 performance and therefore are shown as 2020 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 87), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table. |
| | STOCK OWNERSHIP AND RETENTION REQUIREMENTS FOR SENIOR OFFICERS | | |
| | | Officer Level | | | Ownership as Percent of Salary | | | Retention Requirements | | | | |||||
| | | | | Required | | | Retention Percent | | | Holding Period | | | | |||
| | | Chief Executive Officer | | | 6x | | | 75% | | | 3 years | | | | ||
| | | Executive Vice President | | | 3x | | | 60% | | | 1 year | | | | ||
| | | Senior Vice President | | | 1x | | | 50% | | | 1 year | | | |
STOCK OWNERSHIP AND RETENTION REQUIREMENTS | (as of December 31, 2017) | ||||||
Ownership as % of Salary | Retention Requirements | ||||||
Executive | Common Stock(1) | Restricted Stock Units(2) | Total Current Ownership | Owned | Required | Retention %(3) | Holding Period(4) |
Mr. McKenney | $10,940,840 | $7,434,905 | $18,375,745 | 18.4x | 6x | 75% | 3 years |
Mr. McGarry | 2,566,437 | 1,352,984 | 3,919,421 | 6.2x | 3x | 60% | 1 year |
Mr. Simonds | 2,120,565 | 1,473,632 | 3,594,197 | 5.8x | 3x | 60% | 1 year |
Ms. Farrell | 2,049,208 | 693,810 | 2,743,018 | 6.0x | 3x | 60% | 1 year |
Ms. Iglesias | 663,455 | 1,438,996 | 2,102,451 | 4.2x | 3x | 60% | 1 year |
STOCK OWNERSHIP AND RETENTION REQUIREMENTS FOR CURRENT NEOs (as of December 31, 2020) |
| Executive | | | Common Stock(1) | | | Restricted Stock Units(2) | | | Total Current Ownership(3) | | | Ownership as Percent of Salary | | | Retention Requirements(4) | | ||||||
| | | | | | | | | Owned | | | Required | | | Retention Percent | | | Holding Period | | ||||
| Mr. McKenney | | | $10,482,189 | | | $7,801,092 | | | $18,283,281 | | | 17.4x | | | 6x | | | 75% | | | 3 years | |
| Mr. Zabel | | | 263,326 | | | 727,141 | | | 990,467 | | | 1.7x | | | 3x | | | 60% | | | 1 year | |
| Mr. Simonds | | | 2,151,803 | | | 2,045,290 | | | 4,197,093 | | | 6.0x | | | 3x | | | 60% | | | 1 year | |
| Mr. Arnold | | | 765,944 | | | 922,807 | | | 1,688,751 | | | 3.4x | | | 3x | | | 60% | | | 1 year | |
| Ms. Iglesias | | | 1,177,368 | | | 1,047,477 | | | 2,224,845 | | | 4.0x | | | 3x | | | 60% | | | 1 year | |
(1) | |
Amount includes shares held in certificate form, brokerage accounts, and 401(k) Plan accounts. Shares were valued using a closing stock price of 31, 2020. |
(2) |
(3) | “Total Current Ownership” was valued using a closing stock price of $22.94 on December 31, 2020. |
(4) | Retention percentage is the net percentage of shares to be held after the payment of taxes and the costs of exercise and commissions. Retention requirements apply to shares acquired upon the exercise of options and the vesting of PBRSUs, PSUs and |
SSUs. After |
Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compen- sation | Change in Pension Value & Non-qualified Deferred Compensation Earnings | All Other Compen- sation | TOTAL | ||||||||||||||||||
Name and Principal Position(1) | Year | ($) | ($) | ($)(2) | ($) | ($) | ($) | ($) | ($) | ||||||||||||||||
Richard P. McKenney | |||||||||||||||||||||||||
President and Chief Executive Officer, and a Director | 2017 | 1,000,000 | — | 5,720,021 | (3 | ) | — | 2,415,000 | (4 | ) | 119,000 | (5 | ) | 429,925 | (6 | ) | 9,683,946 | ||||||||
2016 | 994,231 | — | 5,176,835 | — | 2,100,937 | 84,000 | 315,316 | 8,671,319 | |||||||||||||||||
2015 | 905,000 | — | 3,051,050 | — | 1,527,033 | — | 247,931 | 5,731,014 | |||||||||||||||||
John F. McGarry | |||||||||||||||||||||||||
Executive Vice President and Chief Financial Officer | 2017 | 623,077 | — | 1,040,004 | (3 | ) | — | 822,462 | (4 | ) | 322,000 | (5 | ) | 231,242 | (6 | ) | 3,038,785 | ||||||||
2016 | 588,461 | — | 912,245 | — | 744,404 | 273,000 | 196,724 | 2,714,834 | |||||||||||||||||
2015 | 517,860 | — | 629,287 | — | 509,513 | — | 221,024 | 1,877,684 | |||||||||||||||||
Michael Q. Simonds | |||||||||||||||||||||||||
Executive Vice President, President and Chief Executive Officer, Unum US | 2017 | 611,538 | — | 1,040,004 | (3 | ) | — | 792,554 | (4 | ) | 248,000 | (5 | ) | 132,521 | (6 | ) | 2,824,617 | ||||||||
2016 | 594,231 | — | 953,678 | — | 676,532 | 168,000 | 127,479 | 2,519,920 | |||||||||||||||||
2015 | 566,346 | — | 961,052 | — | 564,888 | — | 113,967 | 2,206,253 | |||||||||||||||||
Breege A. Farrell | |||||||||||||||||||||||||
Executive Vice President and Chief Investment Officer | 2017 | 458,385 | — | 494,697 | (3 | ) | — | 651,822 | (4 | ) | 47,000 | (5 | ) | 112,834 | (6 | ) | 1,764,738 | ||||||||
2016 | 451,500 | — | 448,816 | — | 598,689 | 38,000 | 99,493 | 1,636,498 | |||||||||||||||||
2015 | 444,618 | — | 443,024 | — | 557,551 | — | 109,762 | 1,554,955 | |||||||||||||||||
Lisa G. Iglesias | |||||||||||||||||||||||||
Executive Vice President and General Counsel | 2017 | 502,692 | — | 643,520 | (3 | ) | — | 452,423 | (4 | ) | — | (5 | ) | 105,505 | (6 | ) | 1,704,140 | ||||||||
2016 | 492,692 | — | 639,854 | — | 424,946 | — | 91,033 | 1,648,525 | |||||||||||||||||
2015 | 470,077 | — | 1,149,997 | — | 381,291 | — | 40,410 | 2,041,775 |
2017 ALL OTHER COMPENSATION | |||||||||||||||
Mr. McKenney | Mr. McGarry | Mr. Simonds | Ms. Farrell | Ms. Iglesias | |||||||||||
Employee and Spouse/Guest Attendance at Company Business Functions(a) | 52,009 | — | 4,178 | — | 4,597 | ||||||||||
Total Perquisites | $52,009 | $— | $4,178 | $— | $4,597 | ||||||||||
Matching Gifts Program(b) | 10,000 | 3,200 | 200 | 10,000 | 10,000 | ||||||||||
Company Matching Contributions Under our Qualified and Non-Qualified Defined Contribution Retirement Plan(c) | 155,047 | 68,374 | 64,404 | 52,854 | 46,382 | ||||||||||
Non-Resident State Taxes(d) | 43,677 | 1,420 | 1,515 | 2,355 | 2,385 | ||||||||||
Company Contributions to the Qualified and Non-Qualified Defined Contribution Retirement Plan(e) | 139,542 | 154,811 | 57,963 | 47,568 | 41,744 | ||||||||||
Tax Reimbursement Payments(f) | 29,650 | 114 | 4,261 | 57 | 397 | ||||||||||
Foreign Assignment(g) | — | 3,323 | — | — | — | ||||||||||
Total All Other Compensation | $429,925 | $231,242 | $132,521 | $112,834 | $105,505 |
Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(3) | All Other Stock Awards (Number of Shares of Stock or Units) | Grant Date Fair Value of Stock Awards | |||||
Threshold | Target | Max | Threshold | Target | Max | (#)(4) | ($) | ||
Mr. McKenney | |||||||||
— | 437,500 | 1,750,000 | 3,281,250 | ||||||
3/1/2017 | 55,154 | 2,749,978 | (5) | ||||||
3/1/2017 | 22,062 | 55,154 | 99,277 | 2,970,043 | (6) | ||||
Mr. McGarry (2) | |||||||||
— | 155,769 | 623,077 | 1,168,269 | ||||||
3/1/2017 | 10,028 | 499,996 | (5) | ||||||
3/1/2017 | 4,011 | 10,028 | 18,050 | 540,008 | (6) | ||||
Mr. Simonds | |||||||||
— | 137,596 | 550,385 | 1,031,972 | ||||||
3/1/2017 | 10,028 | 499,996 | (5) | ||||||
3/1/2017 | 4,011 | 10,028 | 18,050 | 540,008 | (6) | ||||
Ms. Farrell | |||||||||
— | 137,516 | 550,062 | 1,031,366 | ||||||
3/1/2017 | 4,770 | 237,832 | (5) | ||||||
3/1/2017 | 1,908 | 4,770 | 8,586 | 256,865 | (6) | ||||
Ms. Iglesias | |||||||||
— | 94,255 | 377,019 | 706,911 | ||||||
3/1/2017 | 6,205 | 309,381 | (5) | ||||||
3/1/2017 | 2,482 | 6,205 | 11,169 | 334,139 | (6) |
Option Awards | Stock Awards | |||||||||||||
Number of Securities Underlying Unexercised Options | Number of Securities Underlying Unexercised Options | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested | Market Value of Shares or Units of Stock That Have Not Vested(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) | |||||||
(# Exercisable) | (# Unexercisable) | ($) | (#) | ($) | (#) | ($) | ||||||||
Mr. McKenney | ||||||||||||||
39,760 | — | 24.25 | 2/20/2021 | 135,450 | 7,434,851 | 272,680 | 14,967,405 | |||||||
Mr. McGarry | ||||||||||||||
— | — | — | — | 24,649 | 1,352,984 | 48,614 | 2,668,422 | |||||||
Mr. Simonds | ||||||||||||||
— | — | — | — | 26,847 | 1,473,632 | 49,991 | 2,744,006 | |||||||
Ms. Farrell | ||||||||||||||
— | — | — | — | 12,639 | 693,755 | 23,620 | 1,296,502 | |||||||
Ms. Iglesias | ||||||||||||||
— | — | — | — | 26,216 | 1,438,996 | 32,585 | 1,788,591 |
Number of Restricted Shares/Units Vesting(1) | |||||||||||
Vesting Date | Grant Date | Mr. McKenney | Mr. McGarry(2) | Mr. Simonds | Ms. Farrell | Ms. Iglesias | |||||
January 8, 2018 | 1/8/2015 | — | — | — | — | 8,909 | |||||
February 23, 2018 | 2/23/2016 | 31,544 | 5,559 | 5,811 | 2,735 | 3,898 | |||||
February 24, 2018 | 2/24/2015 | 15,505 | 3,199 | 4,884 | 2,252 | 3,102 | |||||
March 1, 2018 | 3/1/2017 | 18,446 | 3,354 | 3,354 | 1,595 | 2,075 | |||||
February 23, 2019 | 2/23/2016 | 32,500 | 5,727 | 5,988 | 2,818 | 4,017 | |||||
March 1, 2019 | 3/1/2017 | 18,448 | 3,354 | 3,354 | 1,595 | 2,076 | |||||
March 1, 2020 | 3/1/2017 | 19,007 | 3,456 | 3,456 | 1,644 | 2,139 | |||||
Total | 135,450 | 24,649 | 26,847 | 12,639 | 26,216 |
Option Awards | Stock Awards(3) | |||||||
Name | Number of Shares Acquired on Exercise(1) (#) | Value Realized on Exercise(2) ($) | Number of Shares Acquired on Vesting(4) (#) | Value Realized on Vesting(5) ($) | ||||
Mr. McKenney | 60,318 | 1,439,210 | 124,111 | 6,435,747 | ||||
Mr. McGarry | — | — | 25,423 | 1,318,728 | ||||
Mr. Simonds | — | — | 35,638 | 1,858,978 | ||||
Ms. Farrell | — | — | 17,787 | 922,839 | ||||
Ms. Iglesias | — | — | 15,659 | 728,307 |
| ||
Unum Group Pension Plan (Qualified Plan) | | |
| Provides funded, tax-qualified benefits up to the limits on compensation and benefits under the Code. The Qualified Plan was designed to provide tax-qualified pension benefits for most employees. On June 12, 2013, the Human Capital Committee approved a change to the terms of the Qualified Plan to freeze the further accrual of retirement benefits provided to employees on December 31, 2013. | |
| Unum Group Supplemental Pension Plan (Excess Plan) | |
| Provides unfunded, non-qualified benefits for compensation that exceeds the Code limits applicable to the Qualified Plan. On June 12, 2013, the Human Capital Committee approved a change to the terms of the Excess Plan to freeze the further accrual of retirement benefits provided to employees on December 31, 2013. | |
| Credited service | |
| ||
Measures of the time individuals are employed at the company. One year of credited service is granted for each plan year in which 1,000 hours of employment are completed. No additional credited service will accrue to any participant after December 31, 2013. | |
| Highest average earnings | |
| The average of the highest | |
| Social Security covered compensation | |
| The average of the taxable wage bases in effect for each calendar year during the 35-year period ending when the plan was frozen on December 31, 2013. | |
(1) | Can range from 3%, if the sum of an employee’s age and years of credited service is less than 30, to 8%, if the sum equals or exceeds 95. |
(2) | Equal to 9.0 for retirement at age 65 and increased by 0.2 for each whole year retirement occurs prior to age 65. |
| Name and Principal Position | | | Year | | | Salary ($) | | | Stock Awards ($)(1) | | | Non-Equity Incentive Plan Compen- sation ($) | | | Change in Pension Value & Non-Qualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | TOTAL ($) | |
| Richard P. McKenney | | | | | | | | | | | | | | | | |||||||
| President and Chief Executive Officer, and a Director | | | 2020 | | | 1,078,846 (2) | | | 9,906,877 (3) | | | 1,812,462 (4) | | | 167,000 (5) | | | 293,553 (6) | | | 13,258,738 | |
| 2019 | | | 1,000,000 | | | 6,420,903 | | | 1,710,000 | | | 161,000 | | | 435,283 | | | 9,727,186 | | |||
| 2018 | | | 1,000,000 | | | 6,564,575 | | | 1,900,000 | | | — | | | 432,286 | | | 9,896,861 | | |||
| Steven A. Zabel | | | | | | | | | | | | | | | | |||||||
| Executive Vice President, Chief Financial Officer | | | 2020 | | | 617,308 (2) | | | 938,550 (3) | | | 597,554 (4) | | | — (5) | | | 120,050 (6) | | | 2,273,462 | |
| 2019 | | | 456,308 | | | 280,159 | | | 410,335 | | | — | | | 73,235 | | | 1,220,037 | | |||
| | | | | | | | | | | | | | ||||||||||
| Michael Q. Simonds | | | | | | | | | | | | | | | | |||||||
| Executive Vice President, Chief Operating Officer | | | 2020 | | | 718,846 (2) | | | 2,114,113 (3) | | | 735,785 (4) | | | 368,000 (5) | | | 139,885 (6) | | | 4,076,629 | |
| 2019 | | | 634,817 | | | 1,261,822 | | | 628,469 | | | 340,000 | | | 143,048 | | | 3,008,156 | | |||
| 2018 | | | 627,418 | | | 1,125,485 | | | 627,418 | | | — | | | 146,822 | | | 2,527,143 | | |||
| Timothy G. Arnold | | | | | | | | | | | | | | | | |||||||
| Executive Vice President, Voluntary Benefits and President, Colonial Life | | | 2020 | | | 519,267 (2) | | | 1,004,033 (3) | | | 355,179 (4) | | | 299,000 (5) | | | 227,746 (6) | | | 2,405,225 | |
| 2019 | | | 500,035 | | | 682,420 | | | 405,029 | | | 304,000 | | | 298,749 | | | 2,190,233 | | |||
| 2018 | | | 497,144 | | | 636,801 | | | 447,429 | | | — | | | 245,965 | | | 1,827,339 | | |||
| Lisa G. Iglesias | | | | | | | | | | | | | | | | |||||||
| Executive Vice President, General Counsel | | | 2020 | | | 571,154 (2) | | | 1,118,060 (3) | | | 434,077 (4) | | | — (5) | | | 109,804 (6) | | | 2,233,095 | |
| 2019 | | | 544,277 | | | 780,971 | | | 465,357 | | | — | | | 112,906 | | | 1,903,511 | | |||
| 2018 | | | 521,315 | | | 690,652 | | | 469,184 | | | — | | | 104,501 | | | 1,785,652 | |
(1) | “Stock Awards” consist of performance share units (PSUs), performance-based restricted stock units (PBRSUs) and stock success units (SSUs). The number of shares payable under the PSU awards will be based on the actual performance, modified (up to +/- 20%) based on relative TSR, and may result in the ultimate award of 40-180% of the initial number of PSUs issued, with the potential for no award if company performance goals are not achieved during the three-year performance period. |
(2) | There were 27 pay periods during 2020; therefore, the amount shown is higher than annual base salary for each of our NEOs. |
(3) | These awards were comprised of PSUs and PBRSUs granted on March 1, 2020 for performance in 2019 (see page 72 for details), as well as SSUs granted on August 24, 2020 with a one-for-one proportional share retention commitment (see details beginning on page 62). The grant date fair value of the PSUs was calculated in accordance with ASC 718 as the number of units multiplied by the Monte Carlo simulation value of $23.58 on the grant date. See Note 11 (“Stock-Based Compensation”) to our consolidated financial statements in our 2020 Form 10-K for additional information about the company's accounting for share-based compensation arrangements, including the assumptions used for calculating the grant date value of PSUs. The grant date fair value of the PBRSUs was calculated in accordance with ASC 718 as the number of units multiplied by the closing market price of $23.31 on the grant date. The grant date fair value of the SSUs was calculated as the number of units multiplied by the closing market price of $18.78 on the grant date, August 24, 2020. The value of PSUs, assuming the highest possible outcomes of performance conditions (180%) to which 2020 awards are subject, determined based on the award amount at the time of grant and thus excluding dividend equivalent units that accrue during the performance period, would be: $5,799,421 for Mr. McKenney; $656,991 for Mr. Zabel; $1,121,625 for Mr. Simonds; $625,964 for Mr. Arnold; and $676,006 for Ms. Iglesias. |
(4) | Amounts reflect the annual incentive awards paid in March 2021 for performance in 2020. These are discussed in further detail beginning on page 66. |
(5) | The amounts shown reflect the actuarial present value increases from December 31, 2019 through December 31, 2020. Pension values may fluctuate from year-to-year depending on a number of factors, including age at benefit commencement and the assumptions used to determine the present value, such as the discount rate and mortality rate. The assumptions used by the company in calculating the change in pension value are described beginning on page 94 and are consistent with those set forth in Note 9 of our Consolidated Financial Statements in Part II, Item 8 of our 2020 Form 10-K, except as otherwise provided in footnotes to the “Pension Benefits” table on page 94. |
(6) | “All Other Compensation” amounts are set forth in the following table. |
| | | Mr. McKenney | | | Mr. Zabel | | | Mr. Simonds | | | Mr. Arnold | | | Ms. Iglesias | | |
| Employee and Spouse /Guest Attendance at Company Business Functions(a) | | | — | | | — | | | — | | | 45,738 | | | — | |
| Total Perquisites | | | — | | | — | | | — | | | $45,738 | | | — | |
| Matching Gifts Program(b) | | | 10,000 | | | 10,000 | | | 9,992 | | | 10,000 | | | 10,000 | |
| Company Matching Contributions Under our Qualified and Non-Qualified Defined Contribution Retirement Plan(c) | | | 139,442 | | | 51,382 | | | 67,366 | | | 46,215 | | | 51,825 | |
| Company Contributions to the Qualified and Non Qualified Defined Contribution Retirement Plan(d) | | | 125,498 | | | 46,244 | | | 60,629 | | | 103,844 | | | 46,643 | |
| Non-Resident State Taxes(e) | | | 10,666 | | | 6,873 | | | 1,124 | | | 590 | | | 767 | |
| Tax Reimbursement Payments(f) | | | 7,947 | | | 5,486 | | | 729 | | | 21,354 | | | 569 | |
| Wellness Reward(g) | | | — | | | 65 | | | 45 | | | 5 | | | — | |
| Total All Other Compensation | | | $293,553 | | | $120,050 | | | $139,885 | | | $227,746 | | | $109,804 | |
(a) | Spouses or guests sometimes accompany the NEO at company business functions. When this happens, we report the aggregate incremental cost to the company of such attendance. When spouse or guest attendance is expected, a tax gross up payment is provided. Where applicable, these payments have been included under “Tax Reimbursement Payments.” For purposes of compensation disclosure, the use of company aircraft is valued using an incremental cost that takes into account fuel costs, landing fees, parking, weather monitoring and maintenance fees per hour of flight. Crew travel expenses are included based on the actual amount incurred for a particular trip. Fixed costs that do not change based on usage, such as pilot salaries and depreciation of the aircraft, are excluded. Amounts represent the imputed income each NEO incurred for such attendance plus the incremental cost of the aircraft when the aircraft was used. |
(b) | Amounts represent those provided through our Matching Gifts Program, available to all full-time employees and non-employee directors. During 2020, the company matched eligible gifts from a minimum of $50 to an aggregate maximum gift of $10,000 per employee. Amounts listed only represent company matching gifts made to qualified non-profit organizations and educational institutions on behalf of the NEOs, and do not represent total charitable |
(c) | Amounts represent the aggregate matching contributions into our 401(k) Plan as well as matching contributions into our Non-Qualified Plan. Matching contributions under our 401(k) Plan are provided to all eligible employees participating in the plan as described beginning on page 83 in the “Retirement and Workplace Benefits” section. Matching contributions under our Non-Qualified Plan are provided to eligible officers participating in the plan as described beginning on page 83 in the “Retirement and Workplace Benefits” section. The company matched contributions dollar-for-dollar up to 5% of eligible earnings in 2020 under both the 401(k) Plan and Non-Qualified Plan. |
(d) | These amounts represent the aggregate of company and transition contributions under our 401(k) and Non- Qualified Plans as described beginning on page 83 in the “Retirement and Workplace Benefits” section. Full-time employees with one year of service with the company receive 4.5% of their salary and annual incentive contributed into their 401(k) Plan. Full-time employees who, as of December 31, 2013, had either: (i) reached a minimum of 60 points (age plus service) and at least 15 years of service or (ii) reached the age of 50 with 10 years of service with the company, receive an additional contribution into their 401(k) and Non-Qualified Plans through the transition contributions, as disclosed above in the Retirement and Workplace Benefits section. |
(e) | Many of our employees are required to travel to other company locations outside of their primary state of employment. While working in a state other than their primary state of employment, employees may become subject to state income taxes in that state if days worked or earnings accrued exceed an amount specified under state law. When this happens, we pay the state income tax on behalf of those employees (including our NEOs) and gross up the income amount for taxes (gross ups on these amounts are included in “Tax Reimbursement Payments”). The employee remains responsible for any taxes they would have incurred had they worked only in their primary state of employment. |
(f) | Amounts represent tax payments made by us on behalf of each NEO relating to Employee and Spouse/Guest Attendance at Company Business Functions and/or Non-Resident State Taxes. As disclosed on page 82, given the changes with the Tax Cuts and Jobs Act, the Non-Resident State Taxes now includes a federal tax gross up in addition to the FICA and Medicare. |
(g) | During 2020, full-time employees in the U.S. were eligible to complete healthy activities to earn cash rewards. |
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards (Number of Shares of Stock or Units) (#)(3)(4) | | | Grant Date Fair Value of Stock Awards ($) | | |||||||||||||
| Grant Date | | | Threshold | | | Target | | | Max | | | Threshold | | | Target | | | Max | | ||||||
| Mr. McKenney | | | | | | | | | | | | | | | | | | ||||||||
| — | | | 566,394 | | | 2,265,577 | | | 4,247,957 | | | | | | | | | | | | |||||
| 3/1/2020 | | | | | | | | | | | | | | | 136,636 | | | 3,184,986 (6) | | ||||||
| 3/1/2020 | | | | | | | | | 54,655 | | | 136,637 | | | 245,947 | | | | | 3,221,900 (7) | | ||||
| 8/24/2020 | | | | | | | | | | | | | | | 186,368 | | | 3,499,991 (8) | | ||||||
| 8/24/2020 | | | | | 4,900,000 | | | | | | | | | | | | | | |||||||
| Mr. Zabel | | | | | | | | | | | | | | | | | | ||||||||
| — | | | 169,760 | | | 679,039 | | | 1,273,198 | | | | | | | | | | | | |||||
| 3/1/2020 | | | | | | | | | | | | | | | 15,479 | | | 360,815 (6) | | ||||||
| 3/1/2020 | | | | | | | | | 6,192 | | | 15,479 | | | 27,862 | | | | | 364,995 (7) | | ||||
| 8/24/2020 | | | | | | | | | | | | | | | 11,328 | | | 212,740 (8) | | ||||||
| 8/24/2020 | | | | | 840,000 | | | | | | | | | | | | | | |||||||
| Mr. Simonds | | | | | | | | | | | | | | | | | | ||||||||
| — | | | 233,625 | | | 934,500 | | | 1,752,188 | | | | | | | | | | | | |||||
| 3/1/2020 | | | | | | | | | | | | | | | 26,426 | | | 615,990 (6) | | ||||||
| 3/1/2020 | | | | | | | | | 10,570 | | | 26,426 | | | 47,567 | | | | | 623,125 (7) | | ||||
| 8/24/2020 | | | | | | | | | | | | | | | 46,592 | | | 874,998 (8) | | ||||||
| 8/24/2020 | | | | | 1,225,000 | | | | | | | | | | | | | | |||||||
| Mr. Arnold(5) | | | | | | | | | | | | | | | | | | ||||||||
| — | | | 116,835 | | | 467,340 | | | 876,263 | | | | | | | | | | | | |||||
| 3/1/2020 | | | | | | | | | | | | | | | 14,748 | | | 343,776 (6) | | ||||||
| 3/1/2020 | | | | | | | | | 5,899 | | | 14,748 | | | 26,546 | | | | | 347,758 (7) | | ||||
| 8/24/2020 | | | | | | | | | | | | | | | 16,640 | | | 312,499 (8) | | ||||||
| 8/24/2020 | | | | | 437,500 | | | | | | | | | | | | | | |||||||
| Ms. Iglesias | | | | | | | | | | | | | | | | | | ||||||||
| — | | | 135,649 | | | 542,596 | | | 1,017,368 | | | | | | | | | | | | |||||
| 3/1/2020 | | | | | | | | | | | | | | | 15,927 | | | 371,258 (6) | | ||||||
| 3/1/2020 | | | | | | | | | 6,371 | | | 15,927 | | | 28,669 | | | | | 375,559 (7) | | ||||
| 8/24/2020 | | | | | | | | | | | | | | | 19,768 | | | 371,243 (8) | | ||||||
| 8/24/2020 | | | | | 519,750 | | | | | | | | | | | | | |
(1) | These amounts reflect the threshold, target, and maximum award under the Annual Incentive Plan and the target cash success units (CSUs) awarded under the Success Incentive Plan (SIP). For the Annual Incentive Plan, the threshold is 25% of the amount shown in the Target column and reflects the payout that would have been earned based on threshold achievement of each of the performance measures. Target amounts are based on the individuals’ earnings for 2020 and their annual incentive target. The maximum award is 187.5% of such target (150% plan maximum multiplied by 125% individual maximum). For the CSUs under the SIP, the target is equal to 70% of each officers 2020 annual long-term incentive target. CSUs are eligible for accelerated vesting after one-, three- and five-year performance periods, in each case conditioned upon achievement of the performance hurdles during the applicable performance period. See the details of the SIP on page 62. |
(2) | The vesting of performance share units (PSUs) ranges from 40% to 180% of target based on the performance and market conditions described beginning on page 71 assuming threshold performance goals are exceeded. The grant date |
(3) | The grants of performance-based restricted stock units (PBRSUs) made on March 1, 2020 were based on the achievement of a threshold of statutory after-tax operating earnings and individual performance for 2019 and vest ratably over three years. These awards were granted under the Stock Incentive Plan of 2017. Details are provided in the “Long-Term Incentive Awards Granted in 2020” table and related footnotes beginning on page 72. For Mr. McKenney, 50% of these shares will be stock settled and 50% will be cash settled upon vesting. |
(4) | The grant of stock success units (SSUs) on August 24, 2020 were part of the one-time SIP and will vest in full after six years on August 24, 2026. SSUs are eligible for accelerated vesting after one-, three- and five-year performance periods, in each case conditioned upon achievement of the performance hurdles during the applicable performance period. See the details of the SIP on page 62. |
(5) | Mr. Arnold's PBRSUs and PSUs were no longer subject to service-based risk of forfeiture at the date of grant since he met the age and years of service requirements for retirement eligibility under the Stock Incentive Plan of 2017. Mr. Arnold's PBRSUs will continue to vest ratably over the three-year vesting period on each anniversary of the grant date. The actual amount of PSUs that will vest will be determined based on the achievement of the three-year performance goals, modified by relative TSR, as described in further detail in the “Long-Term Incentive” section beginning on page 71. |
(6) | The grant date fair value of the PBRSUs granted on March 1, 2020 was calculated as the number of units multiplied by the closing market price of $23.31 on the grant date. |
(7) | As noted above, the grant date fair value of PSUs granted on March 1, 2020 was calculated in accordance with ASC 718 using a Monte Carlo simulation based on historical volatility, risk-free rates of interest, and pairwise correlation coefficients as of March 1, 2020. The Monte Carlo valuation per share was $23.58. See Note 11 (“Stock-Based Compensation”) to our consolidated financial statements in our 2020 Form 10-K for additional information about the company's accounting for share-based compensation arrangements, including the assumptions used for calculating the grant date value of PSUs. |
(8) | The number of SSUs granted on August 24, 2020 was equal to the number of company shares held by the executive that he or she committed to hold during the SIP vesting period, subject to a cap equal to 50% of the executive's 2020 annual long-term incentive target. The grant date fair value of SSUs was calculated as the number of units multiplied by the closing market price of $18.78 on the grant date. |
| Option Awards | | | Stock Awards | | ||||||||||||||||||
| Number of Securities Underlying Unexercised Options (# Exercisable) | | | Number of Securities Underlying Unexercised Options (# Unexercisable) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | |
| Mr. McKenney | | | | | | | | | | | | | | | | |||||||
| 39,760 | | | — | | | 24.25 | | | 2/20/2021 | | | 408,383 | | | 9,368,306 | | | 226,006 | | | 5,184,578 | |
| Mr. Zabel | | | | | | | | | | | | | | | | |||||||
| — | | | — | | | — | | | — | | | 31,698 | | | 727,152 | | | 17,467 | | | 400,693 | |
| Mr. Simonds | | | | | | | | | | | | | | | | |||||||
| — | | | — | | | — | | | — | | | 89,158 | | | 2,045,285 | | | 43,989 | | | 1,009,108 | |
| Mr. Arnold | | | | | | | | | | | | | | | | |||||||
| — | | | — | | | — | | | — | | | 40,227 | | | 922,807 | | | 24,246 | | | 556,203 | |
| Ms. Iglesias | | | | | | | | | | | | | | | | |||||||
| — | | | — | | | — | | | — | | | 45,662 | | | 1,047,486 | | | 26,797 | | | 614,723 | |
(1) | The amounts in this column represent the aggregate value of performance-based restricted stock units (PBRSUs) and stock success units (SSUs), including accrued dividend equivalents reinvested into additional restricted stock units for grants prior to March 1, 2020, shown in the “Number of Shares or Units of Stock That Have Not Vested” column based on the closing price of $22.94 on December 31, 2020, the last trading day of the year. Beginning with the March 1, 2020 grant, dividends are accrued in cash and paid at the same time that the underlying PBRSUs vest. As of December 31, 2020, our NEOs had the following amounts (rounded) of accrued cash dividends on their outstanding PBRSUs and SSUs: $169,939 for Mr. McKenney; $16,463 for Mr. Zabel; $35,873 for Mr. Simonds; $17,352 for Mr. Arnold and $19,251 for Ms. Iglesias. |
(2) | This column reflects PSU awards that were granted on March 1, 2019 and March 1, 2020. They vest at the end of the respective performance period, subject to the level of achievement of applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for these awards in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” and the “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” columns are reported at target levels since the company’s performance and relative TSR for 2019 and 2020 awards were below target. Actual shares to be issued under PSUs granted in connection with the 2019-2021 and 2020-2022 performance periods are not yet determinable and may differ from the performance level required to be disclosed in this table. The PSUs that were granted in 2018 (for the 2018-2020 performance period) vested on December 31, 2020 and are shown in the “2020 Option Exercises and Stock Vested” table. |
(3) | The amounts in this column represent the aggregate value of PSUs (including accrued dividend equivalents reinvested into additional PSUs for the 2019 grant) shown in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” column based on the closing price of $22.94 on December 31, 2020, the last trading day of the year. Beginning with the March 1, 2020 grant, dividends are accrued in cash and paid at the same time that the underlying PSUs vest. As of December 31, 2020, our NEOs had the following amounts (rounded) of accrued cash dividends on their 2020 outstanding PSU grant: $116,825 for Mr. McKenney; $13,235 for Mr. Zabel; $22,594 for Mr. Simonds; $12,610 for Mr. Arnold; and $13,618 for Ms. Iglesias. |
| | | | | Number of Units Vesting(1) | | |||||||||||||||||
| Vesting Date | | | Grant Date | | | Mr. McKenney | | | Mr. Zabel | | | Mr. Simonds | | | Mr. Arnold(2) | | | Ms. Iglesias | | |||
| March 1, 2021 | | | 3/1/2018 | | | 25,502 | | | 895 | | | 4,373 | | | 2,474 | | | 2,683 | | |||
| March 1, 2021 | | | 3/1/2019 | | | 29,491 | | | 1,968 | | | 5,795 | | | 3,135 | | | 3,587 | | |||
| March 1, 2021 | | | 3/1/2020 | | | 45,088 | | | 5,108 | | | 8,720 | | | 4,866 | | | 5,255 | | |||
| March 1, 2022 | | | 3/1/2019 | | | 30,386 | | | 2,028 | | | 5,972 | | | 3,230 | | | 3,697 | | |||
| March 1, 2022 | | | 3/1/2020 | | | 45,090 | | | 5,108 | | | 8,721 | | | 4,867 | | | 5,256 | | |||
| March 1, 2023 | | | 3/1/2020 | | | 46,458 | | | 5,263 | | | 8,985 | | | 5,015 | | | 5,416 | | |||
| August 24, 2026 (3) | | | 8/24/2020 | | | 186,368 | | | 11,328 | | | 46,592 | | | 16,640 | | | 19,768 | | |||
| Total | | | | | 408,383 | | | 31,698 | | | 89,158 | | | 40,227 | | | 45,662 | |
(1) | These PBRSUs and SSUs include dividend equivalents earned through December 31, 2020. Beginning with the March 1, 2020 grant, dividend equivalents accrue and settle in cash to the extent that the underlying PBRSUs and SSUs vest. |
(2) | Mr. Arnold’s PBRSUs are no longer subject to the risk of forfeiture because he meets the age and years of service requirement for retirement eligibility. |
(3) | These SSUs are eligible for accelerated vesting after one-, three- and five-year performance periods, in each case conditioned upon achievement of the performance hurdles during the applicable performance period. See the details of the SIP on page 62. |
| | | Option Awards | | | Stock Awards(1) | |
| Name | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting(2) (#) | | | Value Realized on Vesting(3) ($) | |
| Mr. McKenney | | | — | | | — | | | 127,653 | | | 2,954,988 | |
| Mr. Zabel | | | — | | | — | | | 4,291 | | | 99,775 | |
| Mr. Simonds | | | — | | | — | | | 22,800 | | | 527,945 | |
| Mr. Arnold | | | — | | | — | | | 12,371 | | | 286,364 | |
| Ms. Iglesias | | | — | | | — | | | 14,040 | | | 325,097 | |
(1) | Reflects the PBRSUs and PSUs that vested during 2020. |
(2) | Includes the total number of unrestricted shares acquired upon the vesting of PBRSUs and PSUs. A portion of these shares were withheld to cover taxes due upon vesting. |
(3) | PBRSUs were multiplied by the closing stock price on the vesting date. PSUs that were granted in 2018 (for the 2018-2020 performance period) and which vested on December 31, 2020, were multiplied by the closing stock price of $22.94 on December 31, 2020. The PSUs granted in 2018 were distributed on February 23, 2021 on which date the closing stock price was $26.63 per share. |
PENSION BENEFITS | |||||||
Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefits(2) | Payments During Last Fiscal Year | |||
(#) | ($) | ($) | |||||
Mr. McKenney | Qualified | 4.42 | 112,000 | — | |||
Excess | 4.42 | 615,000 | — | ||||
Mr. McGarry | Qualified | 28.00 | 1,203,000 | — | |||
Excess | 28.00 | 1,775,000 | — | ||||
Mr. Simonds | Qualified | 16.25 | 567,000 | — | |||
Excess | 16.25 | 752,000 | — | ||||
Ms. Farrell | Qualified | 3.00 | 112,000 | — | |||
Excess | 3.00 | 274,000 | — | ||||
Ms. Iglesias(1) | Qualified | — | — | — | |||
Excess | — | — | — |
| Name | | | Plan Name | | | Number of Years of Credited Service(2) (#) | | | Present Value of Accumulated Benefits(3) ($) | | | Payments During Last Fiscal Year ($) | |
| Mr. McKenney | | | Qualified | | | 4.42 | | | 151,000 | | | — | |
| Excess | | | 4.42 | | | 825,000 | | | — | | |||
| Mr. Zabel(1) | | | Qualified | | | — | | | — | | | — | |
| Excess | | | — | | | — | | | — | | |||
| Mr. Simonds | | | Qualified | | | 16.25 | | | 795,000 | | | — | |
| Excess | | | 16.25 | | | 1,055,000 | | | — | | |||
| Mr. Arnold | | | Qualified | | | 28.83 | | | 1,478,000 | | | — | |
| Excess | | | 28.83 | | | 751,000 | | | — | | |||
| Ms. Iglesias(1) | | | Qualified | | | — | | | — | | | — | |
| Excess | | | — | | | — | | | — | |
(1) | No amounts are shown for Mr. Zabel and Ms. Iglesias because the plans were frozen to further accruals on December 31, 2013, before |
(2) | All calculations utilize credited service and pensionable earnings as of the pension freeze date, December 31, 2013. Therefore the credited service shown reflects service through December 31, 2013. While all named executives have continued in service through the December 31, 2020 measurement date, no additional pensionable earnings or credited service have been accrued following the freeze date. |
(3) | The |
NON-QUALIFIED DEFERRED COMPENSATION | |||||||||||
Name | Plan | Executive Contributions in Last FY(2) | Registrant Contributions in Last FY(3) | Aggregate Earnings in Last FY(4) | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last FYE(5) | |||||
$ | $ | $ | $ | $ | |||||||
Mr. McKenney | Non-Qualified DC | 141,547 | 268,939 | 217,387 | — | 1,407,751 | |||||
Mr. McGarry(1) | Inactive NQ Plan | — | — | 9,654 | — | 45,194 | |||||
Non-Qualified DC | 109,748 | 187,184 | 153,940 | — | 1,033,584 | ||||||
Mr. Simonds | Non-Qualified DC | 50,904 | 96,717 | 117,579 | — | 661,619 | |||||
Ms. Farrell | Non-Qualified DC | 55,095 | 74,772 | 86,454 | — | 568,285 | |||||
Ms. Iglesias | Non-Qualified DC | 98,646 | 62,476 | 35,591 | — | 313,241 |
| Name | | | Plan | | | Executive Contributions in Last FY(1) $ | | | Registrant Contributions in Last FY(2) $ | | | Aggregate Earnings in Last FY(3) $ | | | Aggregate Withdrawals/ Distributions $ | | | Aggregate Balance at Last FYE(4) $ | |
| Mr. McKenney | | | Non-Qualified DC | | | 125,192 | | | 237,865 | | | 450,614 | | | — | | | 3,406,877 | |
| Mr. Zabel | | | Non-Qualified DC | | | 37,132 | | | 70,551 | | | 32,026 | | | — | | | 214,181 | |
| Mr. Simonds | | | Non-Qualified DC | | | 53,116 | | | 100,920 | | | 152,080 | | | — | | | 1,284,377 | |
| Mr. Arnold | | | Non-Qualified DC | | | 95,894 | | | 112,397 | | | 284,682 | | | — | | | 1,614,307 | |
| Ms. Iglesias | | | Non-Qualified DC | | | 150,302 | | | 71,393 | | | 172,134 | | | — | | | 1,140,823 | |
(1) | |
These amounts are included in the Summary Compensation Table in the |
(2) | These amounts represent company contributions through our Non-Qualified Plan, as described in the |
(3) | These amounts were not included in the Summary Compensation Table because investment earnings were not preferential or above market. The investment options under the non-qualified retirement plans are the same choices available to all employees that are eligible to participate in the 401(k) Plan and NEOs do not receive preferential earnings on their investments. |
(4) | This column includes the following amounts that were reported in prior |
| |
Termination with cause | |
| One or more of the following factors is present: the failure to substantially perform duties; the willful engagement in illegal conduct or gross misconduct harmful to the company; or the conviction of a felony (or plea of |
| Termination without cause |
| One or more of the following factors is present: poor performance, other than for misconduct or cause (as defined above); job elimination; job requalification; or the decision to fill the position with a different resource consistent with the direction of the company. |
| Resignation for good reason |
| One or more of the following events have preceded the resignation of the NEO: assignment to a position inconsistent with his or her existing position or any other action that diminishes such position; reduction of his or her base salary or annual incentive target; failure to continue any material employee benefit or compensation plan in which he or she participates; or relocation to an office more than 50 miles from his or her location. |
| Change in control |
| A change in control occurs when one of the following situations exists: (a) the incumbent directors at the beginning of any two-year period cease to |
| |||||||||||||||||
Benefits Received | | | Termination for Cause or Voluntary Resignation | | | Termination Without Cause or Resignation with Good Reason* | Disability | | | Death | | | Retirement | | |||
| Severance(1) | | | | | CEO, NEOs | | | | | | | | ||||
| Prorated Annual Incentive(2) | | | | CEO | | | CEO, NEOs | | | CEO, NEOs | | | If Retirement Eligible | | ||
| Early Vesting of Equity(3)(4) | | | | CEO | | | CEO, NEOs | | | CEO, NEOs | | | If Retirement Eligible | | ||
| Benefit Continuation | | | | CEO | | | | | | | | |||||
| Outplacement Services | | | | | CEO, NEOs | | | | | | | | ||||
| Disability Benefits | | | | | | | CEO, NEOs | | | | | | ||||
| Group Life Ins. Benefits | | | | | | | | | CEO, NEOs | | | | ||||
| Corporate Owned Life Ins. | | | | | | | | NEOs who gave approval | | | |
* | Mr. McKenney is the only NEO entitled to benefits in the event of a resignation for good reason absent a change in control. |
(1) | If Mr. McKenney is terminated without cause or resigns with good reason, he will receive severance of two times the sum of his annual base salary and the average of the annual incentive paid to him in the three years prior to the date of |
(2) | Annual incentive will be prorated based on the date of termination of employment. For all NEOs other than Mr. McKenney, the NEO will be eligible for prorated annual incentive in the event of death, disability, or retirement (if eligible) only if such termination occurs on or after the last pay period in |
(3) | If Mr. McKenney is terminated without cause, a prorated portion of his unvested equity awards, with the exception of his |
(4) | For |
(5) | If Mr. McKenney is terminated without cause or resigns with good reason, he will receive health and welfare benefits for up to |
(6) | Outplacement services are |
(7) | Monthly benefits from the company’s long-term disability plan until the earlier of age 65 or death. |
(8) | Group life insurance benefits are $50,000 for each full-time |
TERMINATION TABLE | |||||||||||||||
Termination Scenario | Mr. McKenney | Mr. McGarry | Mr. Simonds | Ms. Farrell | Ms. Iglesias | ||||||||||
($) | ($) | ($) | ($) | ($) | |||||||||||
Termination for Cause or Voluntary Resignation | |||||||||||||||
— | — | — | — | — | |||||||||||
Total | $ | — | $ | — | $ | — | $ | — | $ | — | |||||
Termination Without Cause or Resignation with Good Reason (CEO) | |||||||||||||||
Severance | 6,217,399 | 945,000 | 922,500 | 690,000 | 757,500 | ||||||||||
Prorated Annual Incentive(1) | 2,108,699 | — | — | — | — | ||||||||||
Early Vesting of Equity(2) | 19,126,786 | — | — | — | — | ||||||||||
Benefit Continuation | 88,472 | — | — | — | — | ||||||||||
Outplacement Services | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||
Total | $ | 27,591,356 | $ | 995,000 | $ | 972,500 | $ | 740,000 | $ | 807,500 | |||||
Disability | |||||||||||||||
Prorated Annual Incentive(1) | 2,108,699 | 822,462 | 792,554 | 651,822 | 452,423 | ||||||||||
Early Vesting of Equity(2)(3) | 19,126,786 | 3,531,900 | 4,061,736 | 1,904,333 | 2,432,696 | ||||||||||
Disability Benefits | 358,714 | 140,500 | 435,181 | 188,087 | 298,630 | ||||||||||
Total | $ | 21,594,199 | $ | 4,494,862 | $ | 5,289,471 | $ | 2,744,242 | $ | 3,183,749 | |||||
Death | |||||||||||||||
Prorated Annual Incentive(1) | 2,108,699 | 822,462 | 792,554 | 651,822 | 452,423 | ||||||||||
Early Vesting of Equity(2)(3) | 19,126,786 | 3,531,900 | 4,061,736 | 1,904,333 | 2,432,696 | ||||||||||
Group Life Ins. Benefits | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||
Corporate Owned Life Ins. | — | 200,000 | — | — | — | ||||||||||
Total | $ | 21,285,485 | $ | 4,604,362 | $ | 4,904,290 | $ | 2,606,155 | $ | 2,935,119 | |||||
Termination Related to a Change in Control | |||||||||||||||
Severance | 9,326,098 | 2,748,808 | 2,583,064 | 2,117,378 | 1,859,892 | ||||||||||
Prorated Annual Incentive(1) | 2,108,699 | 630,000 | 553,500 | 552,000 | 378,750 | ||||||||||
Early Vesting of Equity | 19,126,786 | 3,531,900 | 4,061,736 | 1,904,333 | 2,432,696 | ||||||||||
Benefit Continuation | 132,708 | 80,299 | 97,331 | 70,616 | 93,722 | ||||||||||
Outplacement Services | 50,000 | 50,000 | 50,000 | 50,000 | 50,000 | ||||||||||
DC Enhancement(4) | 279,000 | 310,000 | 116,000 | 95,000 | — | ||||||||||
Total | $ | 31,023,291 | $ | 7,351,007 | $ | 7,461,631 | $ | 4,789,327 | $ | 4,815,060 | |||||
Retirement | |||||||||||||||
Prorated Annual Incentive(5) | — | — | — | — | — | ||||||||||
Early Vesting of Equity(2)(3)(6) | — | 3,531,900 | — | — | — | ||||||||||
Total | $ | — | $ | 3,531,900 | $ | — | $ | — | $ | — |
| Termination Scenario | | | Mr. McKenney ($) | | | Mr. Zabel ($) | | | Mr. Simonds ($) | | | Mr. Arnold ($) | | | Ms. Iglesias ($) | |
| Termination for Cause or Voluntary Resignation | | |||||||||||||||
| | | — | | | — | | | — | | | — | | | — | | |
| Total | | | $— | | | $— | | | $— | | | $— | | | $— | |
| Termination Without Cause or Resignation with Good Reason (CEO) | | |||||||||||||||
| Severance | | | 6,116,667 | | | 900,000 | | | 1,050,000 | | | 750,053 | | | 825,000 | |
| Prorated Annual Incentive(1) | | | 2,008,333 | | | — | | | — | | | — | | | — | |
| Early Vesting of Equity(2) | | | 11,788,175 | | | — | | | — | | | — | | | — | |
| Benefit Continuation | | | 85,460 | | | — | | | — | | | — | | | — | |
| Outplacement Services | | | 50,000 | | | 50,000 | | | 50,000 | | | 50,000 | | | 50,000 | |
| Total | | | $20,048,635 | | | $950,000 | | | $1,100,000 | | | $800,053 | | | $875,000 | |
| Disability | | |||||||||||||||
| Prorated Annual Incentive(1)(3) | | | 2,008,333 | | | 597,554 | | | 735,785 | | | 355,179 | | | 434,077 | |
| Early Vesting of Equity(2)(4) | | | 11,788,175 | | | 909,354 | | | 2,249,682 | | | 1,246,381 | | | 1,370,299 | |
| Disability Benefits | | | 321,940 | | | 315,216 | | | 419,556 | | | 179,337 | | | 247,979 | |
| Total | | | $14,118,448 | | | $1,822,124 | | | $3,405,023 | | | $1,780,897 | | | $2,052,355 | |
| Death | | |||||||||||||||
| Prorated Annual Incentive(1)(3) | | | 2,008,333 | | | 597,554 | | | 735,785 | | | 355,179 | | | 434,077 | |
| Early Vesting of Equity(2)(4) | | | 11,788,175 | | | 909,354 | | | 2,249,682 | | | 1,246,381 | | | 1,370,299 | |
| Group Life Ins. Benefits | | | 50,000 | | | 50,000 | | | 50,000 | | | 50,000 | | | 50,000 | |
| Corporate Owned Life Ins. | | | 200,000 | | | 200,000 | | | 200,000 | | | 400,000 | | | 200,000 | |
| Total | | | $14,046,508 | | | $1,756,908 | | | $3,235,467 | | | $2,051,560 | | | $2,054,376 | |
| Termination Related to a Change in Control | | |||||||||||||||
| Severance | | | 9,175,000 | | | 2,520,000 | | | 3,177,676 | | | 1,900,133 | | | 2,145,000 | |
| Prorated Annual Incentive(1)(3) | | | 2,008,333 | | | 660,000 | | | 888,838 | | | 450,032 | | | 522,500 | |
| Early Vesting of Cash Success Units | | | 4,900,000 | | | 840,000 | | | 1,225,000 | | | 437,500 | | | 519,750 | |
| Early Vesting of Equity | | | 16,116,572 | | | 1,172,447 | | | 3,331,781 | | | 1,632,845 | | | 1,829,411 | |
| Benefit Continuation | | | 128,191 | | | 78,119 | | | 102,362 | | | 111,614 | | | 98,732 | |
| Outplacement Services | | | 50,000 | | | 50,000 | | | 50,000 | | | 50,000 | | | 50,000 | |
| DC Enhancement(5) | | | 251,000 | | | — | | | 121,000 | | | — | | | — | |
| 280G Cut-back(6) | | | (2,074,424) | | | — | | | (148,245) | | | — | | | — | |
| Total | | | $30,554,672 | | | $5,320,566 | | | $8,748,412 | | | $4,582,124 | | | $5,165,393 | |
| Retirement | | |||||||||||||||
| Prorated Annual Incentive(7) | | | — | | | — | | | — | | | — | | | — | |
| Early Vesting of Equity(2)(4) | | | — | | | — | | | — | | | 1,246,381 | | | — | |
| Total | | | $— | | | $— | | | $— | | | $1,246,381 | | | $— | |
(1) | In these scenarios, per the terms of Mr. McKenney’s severance agreement, he would be entitled to a prorated annual incentive. The amount is to be calculated using the average of the annual bonuses paid for the three most-recent calendar |
(2) | |
In the event of job elimination, the prorated early vesting of equity awards would be as follows: Mr. McKenney terms of the Stock Incentive Plan of 2017. Therefore, he would receive full vesting of his unvested PBRSUs, as noted in the Retirement section of this table. The amounts shown in the table represent the value of the shares at a market price of $22.94, the closing price of our stock on the last trading day of the year. Mr. Arnold would also be eligible to earn the full amount of earned PSUs based on his retirement status. The PSUs would vest based on the actual achievement of the prospective three-year goals, modified by relative TSR. |
(3) | |
(4) | |
The amounts reported include PBRSUs and PSUs that would accelerate vesting in the event of disability, death or retirement. The PSUs granted in |
(5) | Defined Contribution (DC) enhancement is a lump sum payment representing the amount resulting from multiplying the company’s non-contributory retirement plan contributions times two additional years of eligible earnings for |
(6) | |
Mr. McKenney and Mr. Simonds' benefits and payments are subject to a cutback to eliminate any excise tax payable under section 4999 of the Code if the net after-tax amount that each would receive with respect to such payments or benefits exceeds the net after-tax amount Messrs. McKenney |
(7) | None of the NEOs met the eligibility criteria for retirement status under the terms of the Annual Incentive Plan as of December 31, |
BENEFICIAL OWNERSHIP OF COMMON STOCK | (as of March 15, 2018) | ||||
Name | Shares of Common Stock(1) | Shares Subject to Exercisable Options(2) | Shares Subject to Settleable Rights or Units(3)(4)(5) | Total Shares Beneficially Owned | Percent of Class |
Theodore H. Bunting, Jr. | 16 | — | 18,477 | 18,493 | * |
E. Michael Caulfield | 3,890 | — | 31,830 | 35,719 | * |
Susan D. DeVore | — | — | — | — | * |
Joseph J. Echevarria | — | — | 11,034 | 11,034 | * |
Cynthia L. Egan | 6,978 | — | — | 6,978 | * |
Pamela H. Godwin | 32,737 | — | 9,613 | 42,351 | * |
Kevin T. Kabat | 27,434 | — | 11,386 | 38,820 | * |
Timothy F. Keaney | 23,477 | — | 3,349 | 26,826 | * |
Gloria C. Larson | — | — | 72,847 | 72,847 | * |
Ronald P. O'Hanley | 4,918 | — | 5,326 | 10,244 | * |
Francis J. Shammo | 4,279 | — | 3,257 | 7,536 | * |
Richard P. McKenney | 278,355 | 39,760 | — | 318,115 | * |
John F. McGarry | 59,459 | — | 24,330 | 83,790 | * |
Michael Q. Simonds | 52,943 | — | — | 52,943 | * |
Breege A. Farrell | 49,371 | — | — | 49,371 | * |
Lisa G. Iglesias | 25,362 | — | — | 25,362 | * |
All directors and executive officers as a group (20 persons) | 638,054 | 39,760 | 201,274 | 879,088 | * |
| BENEFICIAL OWNERSHIP OF COMMON STOCK | | | (as of April 1, 2021) | |
| Name | | | Shares of Common Stock(1) | | | Shares Subject to Settleable Rights or Units(2)(3)(4) | | | Total Shares Beneficially Owned | | | Percent of Class | |
| Theodore H. Bunting, Jr. | | | 2,903 | | | 27,480 | | | 30,383 | | | * | |
| Susan L. Cross | | | 80 | | | 12,011 | | | 12,091 | | | * | |
| Susan D. DeVore | | | 9,810 | | | 10,463 | | | 20,274 | | | * | |
| Joseph J. Echevarria | | | — | | | 53,871 | | | 53,871 | | | * | |
| Cynthia L. Egan | | | 24,623 | | | 10,463 | | | 35,086 | | | * | |
| Kevin T. Kabat | | | 64,890 | | | 24,586 | | | 89,475 | | | * | |
| Timothy F. Keaney | | | 20,204 | | | 11,413 | | | 31,617 | | | * | |
| Gloria C. Larson | | | 10,374 | | | 89,976 | | | 100,350 | | | * | |
| Ronald P. O'Hanley | | | 18,900 | | | 27,255 | | | 46,125 | | | * | |
| Francis J. Shammo | | | 11,224 | | | 20,109 | | | 31,333 | | | * | |
| Richard P. McKenney | | | 529,600 | | | — | | | 529,600 | | | * | |
| Steven A. Zabel | | | 17,989 | | | — | | | 17,989 | | | * | |
| Michael Q. Simonds | | | 87,951 | | | — | | | 87,951 | | | * | |
| Timothy G. Arnold | | | 38,152 | | | 25,212 | | | 63,364 | | | * | |
| Lisa G. Iglesias | | | 64,423 | | | — | | | 64,423 | | | * | |
| All directors and executive officers as a group (20 persons) | | | 961,070 | | | 312,810 | | | 1,273,879 | | | * | |
* | Denotes less than 1%. |
(1) | Includes shares credited to the accounts of certain current and former executive officers, including Mr. |
(2) |
Represents the number of shares underlying deferred share rights and RSUs payable solely in shares (including dividend |
(3) | As of |
Mr. Bunting | — | Mr. Kabat | 8,978 | |||||
Mr. Caulfield | 14,445 | Mr. Keaney | 2,292 | |||||
Ms. DeVore | — | Ms. Larson | 43,316 | |||||
Mr. Echevarria | 6,061 | Mr. O'Hanley | 5,326 | |||||
Ms. Egan | — | Mr. Shammo | — | |||||
Ms. Godwin | 10,585 |
Mr. Bunting | | | — | | | Mr. Kabat | | | 3,262 |
Ms. Cross | | | 12,011 | | | Mr. Keaney | | | 950 |
Ms. DeVore | | | — | | | Ms. Larson | | | 46,049 |
Mr. Echevarria | | | 24,333 | | | Mr. O'Hanley | | | 15,008 |
Ms. Egan | | | — | | | Mr. Shammo | | | — |
(4) | As of |
Mr. Bunting | | | 37,964 | | | Mr. Kabat | | | 23,149 | | | Mr. McKenney(a) | | | 260,141 |
Ms. Cross | | | 16,693 | | | Mr. Keaney | | | 10,463 | | | Mr. Zabel | | | 34,481 |
Ms. DeVore | | | 10,463 | | | Ms. Larson | | | 43,927 | | | Mr. Simonds | | | 54,901 |
Mr. Echevarria | | | 29,538 | | | Mr. O'Hanley | | | 14,848 | | | Mr. Arnold | | | 25,212 |
Ms. Egan | | | 10,463 | | | Mr. Shammo | | | 20,109 | | | Ms. Iglesias | | | 28,058 |
| | | | | | | | All directors and executive officers as a group(a) | | | 700,618 |
(a) | Includes 45,774 shares underlying cash-settled RSUs that have been granted to Mr. McKenney. |
Mr. Bunting | 18,477 | Mr. Kabat | 22,275 | Mr. McKenney | 137,186 | |||||
Mr. Caulfield | 17,384 | Mr. Keaney | 3,349 | Mr. McGarry | 24,330 | |||||
Ms. DeVore | 730 | Ms. Larson | 29,531 | Mr. Simonds | 24,328 | |||||
Mr. Echevarria | 8,321 | Mr. O'Hanley | 3,349 | Ms. Farrell | 11,215 | |||||
Ms. Egan | 8,361 | Mr. Shammo | 6,606 | Ms. Iglesias | 15,309 | |||||
Ms. Godwin | 10,472 | All directors and executive officers as a group | 383,939 |
BENEFICIAL OWNERSHIP | |||
Name of Beneficial Owner | Address of Beneficial Owner | Amount of Beneficial Ownership | Percent of Common Stock Outstanding |
The Vanguard Group, Inc.(1) | 100 Vanguard Blvd. Malvern, PA 19355 | 24,734,732 | 11.02% |
FMR LLC(2) | 245 Summer Street Boston, MA 02210 | 19,504,945 | 8.69% |
BlackRock, Inc.(3) | 55 East 52nd Street New York, NY 10022 | 16,736,174 | 7.50% |
State Street Corporation(4) | One Lincoln Street Boston, MA 02111 | 11,606,825 | 5.17% |
| Name of Beneficial Owner | | | Address of Beneficial Owner | | | Amount of Beneficial Ownership | | | Percent of Common Stock Outstanding | |
| The Vanguard Group, Inc.(1) | | | 100 Vanguard Blvd. Malvern, PA 19355 | | | 25,058,682 | | | 12.30% | |
| FMR LLC(2) | | | 245 Summer Street Boston, MA 02210 | | | 18,204,505 | | | 8.94% | |
| BlackRock, Inc.(3) | | | 55 East 52nd Street New York, NY 10055 | | | 16,167,499 | | | 7.90% | |
(1) | This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by The Vanguard Group, Inc. on February |
This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by FMR LLC on February |
(3) | This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by BlackRock, Inc. on |
| Types of Fees | | | 2020 | | | 2019 | |
| Audit Fees(1) | | | $9,617,800 | | | $8,316,250 | |
| Audit-Related Fees | | | 412,500 | | | 421,500 | |
| Tax Fees | | | 587,000 | | | 608,950 | |
| All Other Fees | | | — | | | — | |
| Total | | | $10,617,600 | | | $9,346,700 | |
(1) | The year-over-year increase in Audit Fees was primarily due to increased efforts related to the company’s ongoing adoption of ASC 944 accounting and disclosure requirements for long-duration insurance contracts and the company’s Closed Block individual disability reinsurance transaction. |
Types of Fees | 2017 | 2016 |
Audit Fees | $7,864,000 | $7,932,000 |
Audit-Related Fees | 407,000 | 424,000 |
Tax Fees1 | 615,000 | 127,000 |
All Other Fees | — | — |
Total | $8,886,000 | $8,483,000 |
• | Shareholder participation. We are committed to ensuring that shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the 2021 Annual Meeting online, vote your shares electronically, and submit questions during the meeting electronically. |
• | Accessing the meeting online. You may attend and participate in the 2021 Annual Meeting via the Internet at www.virtualshareholdermeeting.com/UNM2021. You will need the 16-digit control number included on your Notice, proxy card, or voting instruction form to log-in. If your shares are held through a bank, brokerage firm, or other custodian and your voting instruction form or Notice indicates that you may vote those shares through the www.proxyvote.comwebsite, then you may access, participate in, and vote at the meeting with the 16-digit control number indicated on that voting instruction form or Notice. Otherwise, shareholders who hold their shares in street name should contact their bank, broker, or other nominee (preferably at least five days before the 2021 Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the meeting. The meeting webcast will begin promptly at 10:00 a.m. Eastern Daylight Time on May 27, 2021. We encourage you to access the meeting prior to the start time. Online check-in will begin approximately 15 minutes prior to the start time, and you should allow ample time for the check-in procedures. We will post a replay of the meeting as soon as it is available on our investor relations website at www.investors.unum.com under the “Proxy Materials” heading. |
• | Technical Assistance. If you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting, please call the technical support number that will be posted on the virtual meeting log-in page. |
• | Submitting questions. An online portal will be available at www.proxyvote.com on or about April 15, 2021. By accessing this portal, shareholders will be able to submit questions and vote in advance of the 2021 Annual Meeting. Shareholders may also submit questions and vote on the day of, or during, the 2021 Annual Meeting at www.virtualshareholdermeeting.com/UNM2021. We will try to answer as many shareholder-submitted questions as time permits that comply with the meeting rules of conduct. However, we reserve the right to edit profanity or other inappropriate language, or to exclude questions that are not pertinent to meeting matters or the company’s business, or that are otherwise inappropriate. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Answers to questions not addressed during the meeting will be posted on our investor relations website at www.investors.unum.com under the “Proxy Materials” heading. |
• | Shareholder of record. If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the shareholder of record, and the Notice was sent directly to you. As the shareholder of record, you have the right to grant your voting proxy directly to the company or to vote at the 2021 Annual Meeting. If you requested to receive printed proxy materials, we have enclosed a proxy card for you to use. You may also vote on the Internet, or by telephone. You are also invited to attend the 2021 Annual Meeting via the Internet. |
• | Beneficial owner. If your shares are held in an account in the name of a brokerage firm, bank, broker-dealer, trust or other similar organization (i.e., in street name), like the vast majority of our shareholders, you are considered the beneficial owner of shares held in street name. As the beneficial owner, you must instruct the broker or other nominee about how to vote your shares. Under the rules of the New York Stock Exchange (NYSE), if you do not provide such instructions, the firm that holds your shares will have discretionary authority to vote your shares only with respect to “routine” matters, as described in “Voting your shares” below. You are also invited to attend the 2021 Annual Meeting via the Internet. |
| ||||||||||||||
Items to be Voted on | | | Board Voting Recommendation | | | Vote Required for Approval | | | Effect of Abstention | | | Effect of Broker Non-Vote | | |
| Item 1: Election of 11 directors for terms expiring in | | | FOR each nominee | | | Majority of votes cast with respect to the nominee | | | No effect because not counted as vote cast | | | No effect because not counted as vote cast | |
| Item 2: Advisory vote to approve executive compensation | | | FOR | | | Majority of shares represented and entitled to vote | | | Same effect as AGAINST because is entitled to vote | | | No effect because not entitled to vote | |
| Item 3: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for | | | FOR | | | Majority of shares represented and entitled to vote | | | Same effect as AGAINST because is entitled to vote | | | Not applicable; may be discretionarily voted by broker | |
• | By Internet. Before the meeting, you may vote via the Internet by going to www.proxyvote.com and following the instructions on the screen. You will need the control number found on your Notice, proxy card (for shareholders of record) or voting instruction form (for beneficial owners) when you access the web page. Voting by Internet before the 2021 Annual Meeting is available until 11:59 p.m. Eastern Daylight Time on May 26, 2021. |
• | By telephone. You may vote by telephone by calling the applicable toll-free telephone number, 1-800-690-6903 (for shareholders of record) or 1-800-454-8683 (for beneficial owners), which is available 24 hours a day, and following the pre-recorded instructions. You will need the control number found on your Notice, proxy card, or voting instruction form when you call. You may vote by telephone until 11:59 p.m. Eastern Daylight Time on May 26, 2021. |
• | By mail. If you received a paper copy of your proxy materials, you may vote by mail by completing the enclosed proxy card or voting instruction form, dating and signing it, and returning it in the postage-paid envelope provided or returning it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy card or voting instruction form, as applicable, must be received by May 26, 2021. |
| | | After-Tax Adjusted Operating Income (Loss) | | | Average Allocated Equity(1) | | | Adjusted Operating Return on Equity | | |
| Year Ended December 31, 2020 | | | | | | | | |||
| Unum US | | | $651.4 | | | $4,458.2 | | | 14.6% | |
| Unum International | | | 51.9 | | | 797.7 | | | 6.5% | |
| Colonial Life | | | 264.5 | | | 1,584.1 | | | 16.7% | |
| Core Operating Segments | | | 967.8 | | | 6,840.0 | | | 14.1% | |
| Closed Block | | | 183.8 | | | 3,979.2 | | | | |
| Corporate | | | (146.2) | | | (1,395.2) | | | | |
| Total | | | $ 1,005.4 | | | $ 9,424.0 | | | 10.7% | |
(1) | Excludes unrealized gain (loss) on securities and net gain on hedges and is calculated using the stockholders' equity balances presented below. Due to the implementation of a Financial Accounting Standards Board update for which the beginning balance of 2020, 2019, and 2018 for certain stockholders' equity line items were adjusted, we are computing the average equity for 2020, 2019, and 2018 using internally allocated equity that reflects the adjusted beginning balance at January 1, 2020 , January 1, 2019, and January 1, 2018. As a result, average equity for the year ended December 31, 2020, December 31, 2019, and December 31, 2018 for certain of our segments will not compute using the historical allocated equity at December 31, 2019, 2018, and 2017, respectively. |
| | | 12/31/2020 | | | 12/31/2019 | | | | | | |||
| Total Stockholders' Equity | | | $ 10,871.0 | | | $ 9,965.0 | | ||||||
| Excluding: | | | | | | | | | | ||||
| Net Unrealized Gain (Loss) on Securities | | | 1,067.7 | | | 615.9 | | ||||||
| Net Gain on Hedges | | | 97.8 | | | 187.8 | | ||||||
| Total Adjusted Stockholders' Equity | | | $ 9,705.5 | | | $ 9,161.3 | | | | | |
| | | Twelve Months Ended | | | | | | | | ||||
| | | 12/31/2020 | | | | | | | | ||||
Average Adjusted Stockholders' Equity | | | $ 9,667.3 | | | | | |
| | | 2020 | | ||||
| | | (in millions) | | | per share* | | |
| Net Income | | | $793.0 | | | $3.89 | |
| Excluding: | | | | | | ||
| Net Realized Investment Gains and Losses | | | | | | ||
| Net Realized Investment Gain Related to Reinsurance Transaction (net of tax expense of$273.5) | | | 1,028.8 | | | 5.05 | |
| Net Realized Investment Loss, Other (net of tax benefit of $20.9) | | | (82.3) | | | (0.40) | |
| Total Net Realized Investment Gain | | | 946.5 | | | 4.65 | |
| Items Related to Closed Block Individual Disability Reinsurance Transaction | | | | | | ||
| Change in Benefit Reserves and Transaction Costs (net of tax benefit of $274.2) | | | (1,031.3) | | | (5.06) | |
| Amortization of the Cost of Reinsurance (net of tax benefit of $0.6) | | | (2.0) | | | (0.01) | |
| Net Tax Benefits of Reinsurance Transaction | | | 36.5 | | | 0.18 | |
| Total Items Related to Closed Block Individual Disability Reinsurance Transaction | | | (996.8) | | | (4.89) | |
| Long-term Care Reserve Increase (net of tax benefit of $31.8) | | | (119.7) | | | (0.59) | |
| Group Pension Reserve Increase (net of tax benefit of $3.7) | | | (13.8) | | | (0.07) | |
| Costs Related to Organizational Design Updated (net of tax benefit of $4.7) | | | (18.6) | | | (0.09) | |
| Impairment Loss on ROU Asset (net of tax benefit of $2.7) | | | (10.0) | | | (0.05) | |
| After-tax Adjusted Operating Income | | | $1,005.4 | | | $4.93 | |
After-Tax Adjusted Operating Income (Loss) | Average Allocated Equity(1) | Adjusted Operating Return on Equity | |||||||
Year Ended December 31, 2017 | |||||||||
Unum US | $ | 656.2 | $ | 4,130.2 | 15.9 | % | |||
Unum UK | 92.1 | 607.3 | 15.2 | % | |||||
Colonial Life | 211.2 | 1,308.1 | 16.2 | % | |||||
Core Operating Segments | 959.5 | 6,045.6 | 15.9 | % | |||||
Closed Block | 86.4 | 3,290.1 | |||||||
Corporate | (69.7 | ) | (893.3 | ) | |||||
Total | $ | 976.2 | $ | 8,442.4 | 11.6 | % | |||
Year Ended December 31, 2016 | $ | 915.6 | $ | 8,140.8 | 11.2 | % | |||
Year Ended December 31, 2015 | $ | 893.2 | $ | 7,961.1 | 11.2 | % |
12/31/2017 | 12/31/2016 | 12/31/2015 | 12/31/2014 | ||||||||||||
Total Stockholders' Equity | $ | 9,574.9 | $ | 8,968.0 | $ | 8,663.9 | $ | 8,521.9 | |||||||
Excluding: | |||||||||||||||
Net Unrealized Gain on Securities | 607.8 | 440.6 | 204.3 | 290.3 | |||||||||||
Net Gain on Cash Flow Hedges | 282.3 | 327.5 | 378.0 | 391.0 | |||||||||||
Total Adjusted Stockholders' Equity | $ | 8,684.8 | $ | 8,199.9 | $ | 8,081.6 | $ | 7,840.6 | |||||||
Twelve Months Ended | Twelve Months Ended | Twelve Months Ended | |||||||||||||
12/31/2017 | 12/31/2016 | 12/31/2015 | |||||||||||||
Average Stockholders' Equity Excluding Net Unrealized Gain on Securities and Net Gain on Cash Flow Hedges | $ | 8,442.4 | $ | 8,140.8 | $ | 7,961.1 |
| | Year Ended December 31 | ||||||||||||||||
| | 2019 | | | 2018 | | | 2017 | ||||||||||
| | (in millions) | | | per share * | | | (in millions) | | | per share * | | | (in millions) | | | per share* | |
Net Income | | | $ 1,100.3 | | | $ 5.24 | | | $ 523.4 | | | $ 2.38 | | | $ 994.2 | | | $ 4.37 |
Excluding: | | | | | | | | | | | | | ||||||
Net Realized Investment Gain (Loss)(net of tax expense (benefit) of $(4.5); $(11.0); $15.0) | | | (18.7) | | | (0.09) | | | (28.5) | | | (0.12) | | | 25.3 | | | 0.11 |
Cost Related to Early Retirement of Debt (net of tax benefit $5.7; $-; $-) | | | (21.6) | | | (0.11) | | | — | | | — | | | — | | | — |
Long-term Care Reserve Increase (net of tax benefit of $-; $157.7; $-) | | | — | | | — | | | (593.1) | | | (2.70) | | | — | | | — |
Loss from Guaranty Fund Assessment (net of tax benefit of $-; $-; $7.2;) | | | — | | | — | | | — | | | — | | | (13.4) | | | (0.06) |
Unclaimed Death Benefits Reserve Increase (net of tax benefit $-; $-; $13.6) | | | — | | | — | | | — | | | — | | | (25.4) | | | (0.11) |
Net Tax Benefit from Impacts of TCJA | | | — | | | — | | | — | | | — | | | 31.5 | | | 0.14 |
After-tax Adjusted Operating Income | | | $1,140.6 | | | $5.44 | | | $1,145.0 | | | $5.20 | | | $976.2 | | | $4.29 |
| | Year Ended December 31 | ||||||||||||||||
| | 2016 | | | 2015 | | | 2014 | ||||||||||
| | (in millions) | | | per share * | | | (in millions) | | | per share * | | | (in millions) | | | per share * | |
Net Income | | | $ 931.4 | | | $ 3.95 | | | $ 867.1 | | | $ 3.50 | | | $ 402.1 | | | $ 1.57 |
Excluding: | | | | | | | | | | | | | ||||||
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $8.4;$(17.7); $3.3) | | | 15.8 | | | 0.07 | | | (26.1) | | | (0.11) | | | 12.8 | | | 0.05 |
Costs Related to Early Retirement of Debt (net of tax benefit of $-; $-;$2.8) | | | — | | | — | | | — | | | — | | | (10.4) | | | (0.04) |
Reserve Charge for Closed Block (net of tax benefit of $-; $-; $244.4) | | | — | | | — | | | — | | | — | | | (453.8) | | | (1.77) |
Pension Settlement Loss (net of tax benefit of $-; $-; $22.5) | | | — | | | — | | | — | | | — | | | (41.9) | | | (0.16) |
After-tax Adjusted Operating Income | | | $915.6 | | | $3.88 | | | $893.2 | | | $3.61 | | | $895.4 | | | $3.49 |
Year Ended December 31 | ||||||||||||||||||||||||
2017 | 2016 | 2015 | ||||||||||||||||||||||
(in millions) | per share * | (in millions) | per share * | (in millions) | per share * | |||||||||||||||||||
Net Income | $ | 994.2 | $ | 4.37 | $ | 931.4 | $ | 3.95 | $ | 867.1 | $ | 3.50 | ||||||||||||
Excluding: | ||||||||||||||||||||||||
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $15.0; $8.4; $(17.7)) | 25.3 | 0.11 | 15.8 | 0.07 | (26.1 | ) | (0.11 | ) | ||||||||||||||||
Loss from Guaranty Fund Assessment (net of tax benefit of $7.2; $-; $-) | (13.4 | ) | (0.06 | ) | — | — | — | — | ||||||||||||||||
Unclaimed Death Benefits Reserve Increase (net of tax benefit $13.6; $-; $-) | (25.4 | ) | (0.11 | ) | — | — | — | — | ||||||||||||||||
Net Tax Benefit from Impacts of TCJA | 31.5 | 0.14 | — | — | — | — | ||||||||||||||||||
After-tax Adjusted Operating Income | $ | 976.2 | $ | 4.29 | $ | 915.6 | $ | 3.88 | $ | 893.2 | $ | 3.61 | ||||||||||||
Year Ended December 31 | ||||||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||
(in millions) | per share * | (in millions) | per share * | (in millions) | per share * | |||||||||||||||||||
Net Income | $ | 402.1 | $ | 1.57 | $ | 847.0 | $ | 3.19 | $ | 888.1 | $ | 3.15 | ||||||||||||
Excluding: | ||||||||||||||||||||||||
Net Realized Investment Gain (net of tax expense of $3.3; $2.9; $19.1) | 12.8 | 0.05 | 3.9 | 0.02 | 37.1 | 0.13 | ||||||||||||||||||
Costs Related to Early Retirement of Debt (net of tax benefit of $2.8; $-; $-) | (10.4 | ) | (0.04 | ) | — | — | — | — | ||||||||||||||||
Reserve Charges for Closed Block (net of tax benefit of $244.4; $-; $-) | (453.8 | ) | (1.77 | ) | — | — | — | — | ||||||||||||||||
Pension Settlement Loss (net of tax benefit of $22.5; $-; $-) | (41.9 | ) | (0.16 | ) | — | — | — | — | ||||||||||||||||
Unclaimed Death Benefits Reserve Increase (net of tax benefit of $-; $33.4; $-) | — | — | (62.1 | ) | (0.24 | ) | — | — | ||||||||||||||||
Group Life Waiver of Premium Benefit Reserve Reduction (net of tax expense of $-; $29.8; $-) | — | — | 55.2 | 0.21 | — | — | ||||||||||||||||||
After-tax Adjusted Operating Income | $ | 895.4 | $ | 3.49 | $ | 850.0 | $ | 3.20 | $ | 851.0 | $ | 3.02 |
| | Year Ended December 31 | ||||||||||||||||
| | 2013 | | | 2012 | | | 2011 | ||||||||||
| | (in millions) | | | per share * | | | (in millions) | | | per share * | | | (in millions) | | | per share * | |
Net Income | | | $ 847.0 | | | $ 3.19 | | | $ 888.1 | | | $ 3.15 | | | $ 283.6 | | | $ 0.94 |
Excluding: | | | | | | | | | | | | | ||||||
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $2.9; $19.1; $(1.3)) | | | 3.9 | | | 0.02 | | | 37.1 | | | 0.13 | | | (3.6) | | | (0.01) |
Reserve Charge for Closed Block (net of tax benefit of $-; $-; $265.0) | | | — | | | — | | | — | | | — | | | (492.1) | | | (1.62) |
Unclaimed Death Benefits Reserve Increase (net of tax benefit of $33.4; $-; $-) | | | (62.1) | | | (0.24) | | | — | | | — | | | — | | | — |
Deferred Acquisition Costs for Closed Block (net of tax benefit of $-; $-; $68.5) | | | — | | | — | | | — | | | — | | | (127.5) | | | (0.42) |
Group Life Waiver of Premium Benefit Reserve Reduction (net of tax expenses of $29.8; $-; $-) | | | 55.2 | | | 0.21 | | | — | | | — | | | — | | | — |
Special Tax Items | | | — | | | — | | | — | | | — | | | 22.7 | | | 0.08 |
After-tax Adjusted Operating Income | | | $850.0 | | | $3.20 | | | $851.0 | | | $3.02 | | | $884.1 | | | $2.91 |
| | Year Ended December 31 | ||||||||||||||||
| | 2010 | | | 2009 | | | 2008 | ||||||||||
| | (in millions) | | | per share * | | | (in millions) | | | per share * | | | (in millions) | | | per share * | |
Net Income | | | $ 877.6 | | | $ 2.69 | | | $ 847.3 | | | $ 2.55 | | | $ 553.4 | | | $ 1.62 |
Excluding: | | | | | | | | | | | | | ||||||
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $9.0; $11,5; $(161.8)) | | | 15.7 | | | 0.05 | | | 0.2 | | | — | | | (304.1) | | | (0.89) |
Special Tax Items | | | (10.2) | | | (0.03) | | | — | | | — | | | — | | | — |
After-tax Adjusted Operating Income | | | $872.1 | | | $2.67 | | | $847.1 | | | $2.55 | | | $857.5 | | | $2.51 |
Year Ended December 31 | ||||||||||||||||||||||||
2011 | 2010 | 2009 | ||||||||||||||||||||||
(in millions) | per share * | (in millions) | per share * | (in millions) | per share * | |||||||||||||||||||
Net Income | $ | 283.6 | $ | 0.94 | $ | 877.6 | $ | 2.69 | $ | 847.3 | $ | 2.55 | ||||||||||||
Excluding: | ||||||||||||||||||||||||
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $(1.3); $9.0; $11.5) | (3.6 | ) | (0.01 | ) | 15.7 | 0.05 | 0.2 | — | ||||||||||||||||
Reserve Charges for Closed Block (net of tax benefit of $265.0; $-; $-) | (492.1 | ) | (1.62 | ) | — | — | — | — | ||||||||||||||||
Deferred Acquisition Costs for Closed Block (net of tax benefit of $68.5; $-; $-) | (127.5 | ) | (0.42 | ) | — | — | �� | — | ||||||||||||||||
Special Tax Items | 22.7 | 0.08 | (10.2 | ) | (0.03 | ) | — | — | ||||||||||||||||
After-tax Adjusted Operating Income | $ | 884.1 | $ | 2.91 | $ | 872.1 | $ | 2.67 | $ | 847.1 | $ | 2.55 | ||||||||||||
Year Ended December 31 | ||||||||||||||||||||||||
2008 | 2007** | 2006** | ||||||||||||||||||||||
(in millions) | per share * | (in millions) | per share * | (in millions) | per share * | |||||||||||||||||||
Net Income | $ | 553.4 | $ | 1.62 | $ | 679.3 | $ | 1.91 | $ | 411.0 | $ | 1.23 | ||||||||||||
Excluding: | ||||||||||||||||||||||||
Income from Discontinued Operations | — | — | 6.9 | 0.02 | 7.4 | 0.02 | ||||||||||||||||||
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $(161.8); $(22.0); $0.7) | (304.1 | ) | (0.89 | ) | (43.2 | ) | (0.12 | ) | 1.5 | 0.01 | ||||||||||||||
Regulatory Reassessment Charges (net of tax benefit of $-; $31.3; $129.0) | — | — | (34.5 | ) | (0.10 | ) | (267.4 | ) | (0.79 | ) | ||||||||||||||
Debt Extinguishment Costs (net of tax benefit of $-; $20.5; $8.9) | — | — | (38.3 | ) | (0.11 | ) | (16.9 | ) | (0.05 | ) | ||||||||||||||
Other (net of tax expense (benefit) of $-; $-; $(5.8)) | — | — | — | — | (12.7 | ) | (0.04 | ) | ||||||||||||||||
Special Tax Items | — | — | 2.2 | 0.01 | 95.8 | 0.28 | ||||||||||||||||||
After-tax Adjusted Operating Income | $ | 857.5 | $ | 2.51 | $ | 786.2 | $ | 2.21 | $ | 603.3 | $ | 1.80 |
Year Ended December 31 | | | Year Ended December 31 | |||||||||||||||||||||||||||||||
2005** | | | 2007** | | 2006** | | 2005** | |||||||||||||||||||||||||||
(in millions) | per share * | | | (in millions) | | per share * | | (in millions) | | per share * | | (in millions) | | per share * | ||||||||||||||||||||
Net Income | $ | 513.6 | $ | 1.64 | | $ 679.3 | | $ 1.91 | | $ 411.0 | | $ 1.23 | | $ 513.6 | | $ 1.64 | ||||||||||||||||||
Excluding: | | | | | | | ||||||||||||||||||||||||||||
Income from Discontinued Operations | 9.6 | 0.03 | | 6.9 | | 0.02 | | 7.4 | | ��� | 0.02 | | 9.6 | | 0.03 | |||||||||||||||||||
Net Realized Investment Loss (net of tax benefit of $2.4) | (4.3 | ) | (0.02 | ) | ||||||||||||||||||||||||||||||
Regulatory Reassessment Charges (net of tax benefit of $1.1) | (51.6 | ) | (0.16 | ) | ||||||||||||||||||||||||||||||
Other (net of tax expense of $1.7) | 4.0 | 0.01 | ||||||||||||||||||||||||||||||||
Net Realized Investment Gain (Loss) (net of tax expense (benefit) of $(22.0); $0.7; $(2.4)) | | (43.2) | | (0.12) | | 1.5 | | 0.01 | | (4.3) | | (0.02) | ||||||||||||||||||||||
Regulatory Reassessment Charges (net of tax benefit of $31.3; $129.0; $1.1) | | (34.5) | | (0.10) | | (267.4) | | (0.79) | | (51.6) | | (0.16) | ||||||||||||||||||||||
Debt Extinguishment Costs (net of tax benefit of $20.5; $8.9; $-) | | (38.3) | | (0.11) | | (16.9) | | (0.05) | | — | | — | ||||||||||||||||||||||
Other (net of tax expense (benefit) of $-; $(5.8); $1.7) | | — | | — | | (12.7) | | (0.04) | | 4.0 | | 0.01 | ||||||||||||||||||||||
Special Tax Items | 42.8 | 0.14 | | 2.2 | | 0.01 | | 95.8 | | 0.28 | | 42.8 | | 0.14 | ||||||||||||||||||||
After-tax Adjusted Operating Income | $ | 513.1 | $ | 1.64 | | | $786.2 | | $2.21 | | $603.3 | | $1.80 | | $513.1 | | $1.64 |
| | 12/31/2020 | ||||
| | (in millions) | | | per share | |
Total Stockholders' Equity (Book Value) | | | $ 10,871.0 | | | $ 53.37 |
Excluding: | | | | | ||
Net Unrealized Gain on Securities | | | 1,067.7 | | | 5.24 |
Net Gain on Hedges | | | 97.8 | | | 0.48 |
Subtotal | | | 9,705.5 | | | 47.65 |
Excluding: | | | | | ||
Foreign Currency Translation Adjustment | | | (261.3) | | | (1.28) |
Subtotal | | | 9,966.8 | | | 48.93 |
Excluding: | | | | | ||
Unrecognized Pension and Postretirement Benefit Costs | | | (530.0) | | | (2.61) |
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income | | | $10,496.8 | | | $51.54 |
12/31/2017 | 12/31/2016 | 12/31/2015 | |||||||||||||||||||||
(in millions) | per share | (in millions) | per share | (in millions) | per share | ||||||||||||||||||
Total Stockholders' Equity (Book Value) | $ | 9,574.9 | $ | 43.02 | $ | 8,968.0 | $ | 39.02 | $ | 8,663.9 | $ | 35.96 | |||||||||||
Excluding: | |||||||||||||||||||||||
Net Unrealized Gain on Securities | 607.8 | 2.73 | 440.6 | 1.92 | 204.3 | 0.84 | |||||||||||||||||
Net Gain on Cash Flow Hedges | 282.3 | 1.27 | 327.5 | 1.42 | 378.0 | 1.57 | |||||||||||||||||
Subtotal | 8,684.8 | 39.02 | 8,199.9 | 35.68 | 8,081.6 | 33.55 | |||||||||||||||||
Excluding: | |||||||||||||||||||||||
Foreign Currency Translation Adjustment | (254.5 | ) | (1.15 | ) | (354.0 | ) | (1.54 | ) | (173.6 | ) | (0.72 | ) | |||||||||||
Subtotal | 8,939.3 | 40.17 | 8,553.9 | 37.22 | 8,255.2 | 34.27 | |||||||||||||||||
Excluding: | |||||||||||||||||||||||
Unrecognized Pension and Postretirement Benefit Costs | (508.1 | ) | (2.28 | ) | (465.1 | ) | (2.02 | ) | (392.6 | ) | (1.63 | ) | |||||||||||
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income (Loss) | $ | 9,447.4 | $ | 42.45 | $ | 9,019.0 | $ | 39.24 | $ | 8,647.8 | $ | 35.90 |
| | 12/31/2019 | | | 12/31/2018 | | | 12/31/2017 | ||||||||||
| | (in millions) | | | per share | | | (in millions) | | | per share | | | (in millions) | | | per share | |
Total Stockholders' Equity (Book Value) | | | $ 9,965.0 | | | $ 49.10 | | | $ 8,621.8 | | | $ 40.19 | | | $ 9,574.9 | | | $ 43.02 |
Excluding: | | | | | | | | | | | | | ||||||
Net Unrealized Gain (Loss) on Securities | | | 615.9 | | | 3.03 | | | (312.4) | | | (1.46) | | | 607.8 | | | 2.73 |
Net Gain on Hedges | | | 187.8 | | | 0.93 | | | 250.6 | | | 1.17 | | | 282.3 | | | 1.27 |
Subtotal | | | 9,161.3 | | | 45.14 | | | 8,683.6 | | | 40.48 | | | 8,684.8 | | | 39.02 |
Excluding: | | | | | | | | | | | | | ||||||
Foreign Currency Translation Adjustment | | | (281.6) | | | (1.39) | | | (305.2) | | | (1.42) | | | (254.5) | | | (1.15) |
Subtotal | | | 9,442.9 | | | 46.53 | | | 8,988.8 | | | 41.90 | | | 8,939.3 | | | 40.17 |
Excluding: | | | | | | | | | | | | | ||||||
Unrecognized Pension and Postretirement Benefit Costs | | | (484.8) | | | (2.39) | | | (447.2) | | | (2.08) | | | (508.1) | | | (2.28) |
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income (Loss) | | | $9,927.7 | | | $48.92 | | | $9,436.0 | | | $43.98 | | | $9,447.4 | | | $42.45 |
| | 12/31/2016 | | | 12/31/2015 | | | 12/31/2014 | ||||||||||
| | (in millions) | | | per share | | | (in millions) | | | per share | | | (in millions) | | | per share | |
Total Stockholders' Equity (Book Value) | | | $ 8,968.0 | | | $ 39.02 | | | $ 8,663.9 | | | $ 35.96 | | | $ 8,521.9 | | | $ 33.78 |
Excluding: | | | | | | | | | | | | | ||||||
Net Unrealized Gain on Securities | | | 440.6 | | | 1.92 | | | 204.3 | | | 0.84 | | | 290.3 | | | 1.15 |
Net Gain on Hedges | | | 327.5 | | | 1.42 | | | 378.0 | | | 1.57 | | | 391.0 | | | 1.55 |
Subtotal | | | 8,199.9 | | | 35.68 | | | 8,081.6 | | | 33.55 | | | 7,840.6 | | | 31.08 |
Excluding: | | | | | | | | | | | | | ||||||
Foreign Currency Translation Adjustment | | | (354.0) | | | (1.54) | | | (173.6) | | | (0.72) | | | (113.4) | | | (0.45) |
Subtotal | | | 8,553.9 | | | 37.22 | | | 8,255.2 | | | 34.27 | | | 7,954.0 | | | 31.53 |
Excluding: | | | | | | | | | | | | | ||||||
Unrecognized Pension and Postretirement Benefit Costs | | | (465.1) | | | (2.02) | | | (392.6) | | | (1.63) | | | (401.5) | | | (1.59) |
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income | | | $9,019.0 | | | $39.24 | | | $8,647.8 | | | $35.90 | | | $8,355.5 | | | $33.12 |
12/31/2014 | 12/31/2013 | 12/31/2012 | |||||||||||||||||||||
(in millions) | per share | (in millions) | per share | (in millions) | per share | ||||||||||||||||||
Total Stockholders' Equity (Book Value) | $ | 8,521.9 | $ | 33.78 | $ | 8,639.9 | $ | 33.23 | $ | 8,604.6 | $ | 31.84 | |||||||||||
Excluding: | |||||||||||||||||||||||
Net Unrealized Gain on Securities | 290.3 | 1.15 | 135.7 | 0.52 | 873.5 | 3.23 | |||||||||||||||||
Net Gain on Cash Flow Hedges | 391.0 | 1.55 | 396.3 | 1.52 | 401.6 | 1.48 | |||||||||||||||||
Subtotal | 7,840.6 | 31.08 | 8,107.9 | 31.19 | 7,329.5 | 27.13 | |||||||||||||||||
Excluding: | |||||||||||||||||||||||
Foreign Currency Translation Adjustment | (113.4 | ) | (0.45 | ) | (47.1 | ) | (0.18 | ) | (72.6 | ) | (0.26 | ) | |||||||||||
Subtotal | 7,954.0 | 31.53 | 8,155.0 | 31.37 | 7,402.1 | 27.39 | |||||||||||||||||
Excluding: | |||||||||||||||||||||||
Unrecognized Pension and Postretirement Benefit Costs | (401.5 | ) | (1.59 | ) | (229.9 | ) | (0.88 | ) | (574.5 | ) | (2.13 | ) | |||||||||||
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income | $ | 8,355.5 | $ | 33.12 | $ | 8,384.9 | $ | 32.25 | $ | 7,976.6 | $ | 29.52 |
12/31/2011 | 12/31/2010 | 12/31/2009 | |||||||||||||||||||||
(in millions) | per share | (in millions) | per share | (in millions) | per share | ||||||||||||||||||
Total Stockholders' Equity (Book Value) | $ | 8,168.0 | $ | 27.91 | $ | 8,483.9 | $ | 26.80 | $ | 8,045.0 | $ | 24.25 | |||||||||||
Excluding: | |||||||||||||||||||||||
Net Unrealized Gain on Securities | 614.8 | 2.11 | 416.1 | 1.31 | 382.7 | 1.16 | |||||||||||||||||
Net Gain on Cash Flow Hedges | 408.7 | 1.39 | 361.0 | 1.14 | 370.8 | 1.12 | |||||||||||||||||
Subtotal | 7,144.5 | 24.41 | 7,706.8 | 24.35 | 7,291.5 | 21.97 | |||||||||||||||||
Excluding: | |||||||||||||||||||||||
Foreign Currency Translation Adjustment | (117.6 | ) | (0.41 | ) | (107.1 | ) | (0.34 | ) | (75.3 | ) | (0.23 | ) | |||||||||||
Subtotal | 7,262.1 | 24.82 | 7,813.9 | 24.69 | 7,366.8 | 22.20 | |||||||||||||||||
Excluding: | |||||||||||||||||||||||
Unrecognized Pension and Postretirement Benefit Costs | (444.1 | ) | (1.51 | ) | (318.6 | ) | (1.00 | ) | (330.7 | ) | (1.00 | ) | |||||||||||
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income | $ | 7,706.2 | $ | 26.33 | $ | 8,132.5 | $ | 25.69 | $ | 7,697.5 | $ | 23.20 | |||||||||||
12/31/2008 | |||||||||||||||||||||||
(in millions) | per share | ||||||||||||||||||||||
Total Stockholders' Equity (Book Value) | $ | 5,941.5 | $ | 17.94 | |||||||||||||||||||
Excluding: | |||||||||||||||||||||||
Net Unrealized Loss on Securities | (837.4 | ) | (2.53 | ) | |||||||||||||||||||
Net Gain on Cash Flow Hedges | 458.5 | 1.38 | |||||||||||||||||||||
Subtotal | 6,320.4 | 19.09 | |||||||||||||||||||||
Excluding: | |||||||||||||||||||||||
Foreign Currency Translation Adjustment | (172.8 | ) | (0.52 | ) | |||||||||||||||||||
Subtotal | 6,493.2 | 19.61 | |||||||||||||||||||||
Excluding: | |||||||||||||||||||||||
Unrecognized Pension and Postretirement Benefit Costs | (406.5 | ) | (1.23 | ) | |||||||||||||||||||
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Loss | $ | 6,899.7 | $ | 20.84 |
| | 12/31/2013 | | | 12/31/2012 | | | 12/31/2011 | ||||||||||
| | (in millions) | | | per share | | | (in millions) | | | per share | | | (in millions) | | | per share | |
Total Stockholders' Equity (Book Value) | | | $ 8,639.9 | | | $ 33.23 | | | $ 8,604.6 | | | $ 31.84 | | | $ 8,168.0 | | | $ 27.91 |
Excluding: | | | | | | | | | | | | | ||||||
Net Unrealized Gain on Securities | | | 135.7 | | | 0.52 | | | 873.5 | | | 3.23 | | | 614.8 | | | 2.11 |
Net Gain on Hedges | | | 396.3 | | | 1.52 | | | 401.6 | | | 1.48 | | | 408.7 | | | 1.39 |
Subtotal | | | 8,107.9 | | | 31.19 | | | 7,329.5 | | | 27.13 | | | 7,144.5 | | | 24.41 |
Excluding: | | | | | | | | | | | | | ||||||
Foreign Currency Translation Adjustment | | | (47.1) | | | (0.18) | | | (72.6) | | | (0.26) | | | (117.6) | | | (0.41) |
Subtotal | | | 8,155.0 | | | 31.37 | | | 7,402.1 | | | 27.39 | | | 7,262.1 | | | 24.82 |
Excluding: | | | | | | | | | | | | | ||||||
Unrecognized Pension and Postretirement Benefit Costs | | | (229.9) | | | (0.88) | | | (574.5) | | | (2.13) | | | (444.1) | | | (1.51) |
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income | | | $8,384.9 | | | $32.25 | | | $7,976.6 | | | $29.52 | | | $7,706.2 | | | $26.33 |
| | 12/31/2010 | | | 12/31/2009 | | | 12/31/2008 | ||||||||||
| | (in millions) | | | per share | | | (in millions) | | | per share | | | (in millions) | | | per share | |
Total Stockholders' Equity (Book Value) | | | $ 8,483.9 | | | $ 26.80 | | | $ 8,045.0 | | | $ 24.25 | | | $��� 5,941.5 | | | $ 17.94 |
Excluding: | | | | | | | | | | | | | ||||||
Net Unrealized Gain (Loss) on Securities | | | 416.1 | | | 1.31 | | | 382.7 | | | 1.16 | | | $(837.4) | | | $(2.53) |
Net Gain on Hedges | | | 361.0 | | | 1.14 | | | 370.8 | | | 1.12 | | | 458.5 | | | 1.38 |
Subtotal | | | 7,706.8 | | | 24.35 | | | 7,291.5 | | | 21.97 | | | 6,320.4 | | | 19.09 |
Excluding: | | | | | | | | | | | | | ||||||
Foreign Currency Translation Adjustment | | | (107.1) | | | (0.34) | | | (75.3) | | | (0.23) | | | (172.8) | | | (0.52) |
Subtotal | | | 7,813.9 | | | 24.69 | | | 7,366.8 | | | 22.20 | | | 6,493.2 | | | 19.61 |
Excluding: | | | | | | | | | | | | | ||||||
Unrecognized Pension and Postretirement Benefit Costs | | | (318.6) | | | (1.00) | | | (330.7) | | | (1.00) | | | (406.5) | | | (1.23) |
Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income (Loss) | | | $8,132.5 | | | $25.69 | | | $7,697.5 | | | $23.20 | | | $6,899.7 | | | $20.84 |