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SCHEDULE 14A
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| Preliminary Proxy Statement | ||||||||
| Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||||||
| X | Definitive Proxy Statement | |||||||
| Definitive Additional Materials | ||||||||
| Soliciting Material under §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) | ||
| X | No fee | |||||||
| Fee paid previously with preliminary materials | ||||||||
| Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and | ||||||||
| NOTICE OF 2023 ANNUAL MEETING | ||||||||||||||
We are furnishing proxy materials, including this proxy statement, in connection with the solicitation of proxies on behalf of the Board of Directors, to be voted at the 20222023 Annual Meeting of Shareholders of Unum Group and at any adjournment or postponement thereof. Our proxy materials are first being mailed and made available electronically to shareholders on April 14, 2022.
| 2023 UNUM GROUP PROXY STATEMENT | ||
ABOUT UNUM
| OUR CORE OPERATIONS | ||||||||||||||||||||
| Unum US | Colonial Life | Unum International | ||||||||||||||||||
| A market leader in group and individual disability benefits in the U.S., one of the largest providers of group life and voluntary workplace benefits, and a | A leading provider of voluntary worksite benefits, including disability, life, accident, critical illness, cancer, hospitalization, dental and vision coverage in the U.S. | Comprised of our European businesses. Unum UK is a leading provider of group income protection critical illness, life and dental coverages. Unum Poland provides group and individual life insurance. | ||||||||||||||||||
Corporate
A LETTER FROM OUR BOARD OF DIRECTORS
13, 2023
Our purpose is a noble calling,transition with Unum focused on recovering to pre-pandemic operating levels. Rising interest rates and one that particularly resonates inwage growth became strong tailwinds for our current environment. The pandemic has taken more than 6 million lives across the globe, including nearly 1 million in the U.S.*,business, and we’ve seen the suffering of individualsthese dynamics converged to drive record earnings and families first-hand. Through the end of 2021,strong growth.
Despite these disruptions, Unum delivered solid financial performance in 2021, highlighted by $891 million in after-tax adjusted operating income**
The company also continuessignificant financial flexibility to fund growth in meaningful ways. The recent launch of Unum Total Leave™ last year is a critical step in setting our leave management business on a sustainable growth path.path and has been well-received by the market. Platforms like Unum HR Connect
Active management of the Closed Block and continued investments in growth – coupled with a history of strong performance in core business operations and the reintroduction late last year of share repurchases – give us confidence that the market will recognize the significant value of Unum as a solid investment over the long term.
*Data collected from the Johns Hopkins Coronavirus Resource Center.
**
A LETTER FROM OUR BOARD OF DIRECTORS
compassion, and we're proud to have just been recognized for a third year as one of the World's Most Ethical Companies by Ethisphere, a nonprofit that defines and measures corporate ethical standards. Recognitions by these and other third-party organizations validate our commitment to cultivating a compelling and inclusive workplace. former chief financial officer. 25, 2023 UNM2023. UNM2023. The Board unanimously recommends a vote "FOR" each of the director nominees in item 1, "FOR" items 2 and 4, and a vote in favor of a frequency of every "1 YEAR" for item 3. 24, 2023 UNM2023. 24, 2023 24, 2023 A NOTE ABOUT NON-GAAP FINANCIAL MEASURES Investment gains or losses and unrealized gains or losses on securities and net gains on hedges depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our company. We have exited a substantial portion of our Closed Block individual disability product line through the two phases of the reinsurance transaction that were executed in December 2020 and March 2021, respectively. A NOTE ABOUT NON-GAAP FINANCIAL MEASURES FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES PROXY SUMMARY Item 3: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation PROXY SUMMARY practices. PROXY SUMMARY Board-level oversight of ESG PROXY SUMMARY Operating Highlights We customers. In addition to these targeted efforts, we remained focused on providing meaningful opportunities for engagement with our key stakeholders on key ESG matters. PROXY SUMMARY and we believe will continue to drive greater recognition of our value to investors. BOOK VALUE PER SHARE (Excl AOCI)* PROXY SUMMARY PROXY SUMMARY SCT. 150% of the target award. CORPORATE GOVERNANCE Most recently, Gale King joined the Board in 2022 as a result of the Board's commitment to this ongoing process. Additionally, Mr. Shammo's decision to not stand for re-election at the 2023 Annual Meeting will further inform the Governance Committee's discussions and process surrounding the composition of the Board and its committees. CORPORATE GOVERNANCE CORPORATE GOVERNANCE CORPORATE GOVERNANCE CORPORATE GOVERNANCE Majority Voting Standard 64 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. The Hanover Insurance Group, Inc., since 2020 63 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. INFORMATION ABOUT THE BOARD OF DIRECTORS 64 Ms. DeVore retired as the Chief Executive Officer of Premier, Inc., a leading health care improvement company, after serving in that role from 2013 to May 2021. 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. 66 (2021-2022) INFORMATION ABOUT THE BOARD OF DIRECTORS 67 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 66 Mr. Kabat is Chairman of Unum’s Board of Directors, and the retired Chief Executive Officer and Vice Chairman of Fifth Third Bancorp, a diversified financial services company. He also served in numerous executive positions with Fifth Third. He has executive leadership experience, extensive financial, operating and strategic planning expertise and understands the importance of risk management and the challenges of managing a business in a highly regulated industry. Mr. Kabat also has experience serving on boards of publicly traded companies. companies INFORMATION ABOUT THE BOARD OF DIRECTORS 61 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 audit committee financial expert under SEC regulations. 66 Ms. King is the former Executive Vice President and Chief Administrative Officer for Nationwide Mutual Insurance Company, a leading diversified insurance and financial services company, where she previously served as Executive Vice President and Chief Human Resources Officer and held a variety of other senior roles during her Nationwide Mutual Insurance Company (ending in April 2023) INFORMATION ABOUT THE BOARD OF DIRECTORS 73 Ms. Larson retired as the President of Bentley University, one of the leading business schools in the U.S. Prior to her tenure at Bentley, she held numerous leadership positions in the legal, public policy and business fields. She possesses extensive experience in public service and regulatory issues, corporate governance and advising clients in the course of practicing law. Ms. Larson also has experience serving on boards of publicly traded companies. 54 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. Unum Group INFORMATION ABOUT THE BOARD OF DIRECTORS 66 Mr. O’Hanley is the Chairman, President and Chief Executive Officer of State Street Corporation, a provider of financial services to institutional investors worldwide, having previously served as the President and Chief Operating Officer. Prior to that he served as the President and CEO of State Street Global Advisors, the investment management arm of State Street Corporation. He has deep executive management and operational experience within the financial services industry, both domestically and internationally, as well as experience leading investment, financial and risk functions at large, global organizations. 62 Mr. Shammo joined private equity firm Stonepeak Infrastructure Partners as a consultant in 2019. He retired in 2016 as Executive Vice President and Chief Financial Officer of Verizon Communications, Inc., a leading communications provider, prior to which he held increasingly senior leadership positions. He has significant executive management, financial, operational and risk management experience in the technology-heavy telecommunications industry, and has led business units with responsibility for sales, marketing and customer service for customers worldwide. He is also a certified public accountant and qualifies as an audit committee financial expert under SEC regulations. INFORMATION ABOUT THE BOARD OF DIRECTORS The use of two groups provides an indication of director pay levels both within the insurance industry as well as the broader will become effective in May 2023. Board members were given the opportunity to make a contribution to the Unum PAC from their fees earned. If the Board member elected to make a Unum PAC contribution, it was deducted from their cash fees and the remainder was paid in cash or converted to deferred share rights, based on the Board member's election. For those who chose to make a contribution to the Unum PAC and take advantage of the matching contribution feature, the company would make a matching contribution to the qualifying charity of the Board member's choice up to the $10,000 matching gift limit. For those who elect to have their Unum PAC contribution matched, the match is made in the next calendar year (i.e., in 2022. BOARD AND COMMITTEE GOVERNANCE BOARD AND COMMITTEE GOVERNANCE Regulatory Compliance BOARD AND COMMITTEE GOVERNANCE BOARD AND COMMITTEE GOVERNANCE BOARD AND COMMITTEE GOVERNANCE rules OTHER GOVERNANCE MATTERS OTHER GOVERNANCE MATTERS OTHER GOVERNANCE MATTERS In addition to these targeted efforts, we remained focused on providing meaningful opportunities for engagement with our key stakeholders on key ESG matters. concerning ESG risks and opportunities. Good Governance and Responsible Business Our internal ESG scoring covers approximately 96% of assets under management including our U.S. investment grade and high-yield corporates, U.K. investments, municipal and sovereign bonds, private placements, commercial mortgage loans and mortgage-backed securities. Key features of our cybersecurity program include: Social Impact Earned designation as a each other. several independent organizations and we will continue to make investments in our people and our culture to create a world-class workplace. INCLUSION AND DIVERSITY Equality Named a Contributed to charitable Being Good Stewards of the Environment For example, through expansion of our composting program, we diverted approximately 26,000 pounds of waste to commercial composting facilities. REPORT OF THE AUDIT COMMITTEE REPORT OF THE AUDIT COMMITTEE REPORT OF THE AUDIT COMMITTEE COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS We customers. Our credit ratings are reflective of and we believe will continue to drive greater recognition of our value to investors. BOOK VALUE PER SHARE (Excl AOCI)* COMPENSATION DISCUSSION AND ANALYSIS program. COMPENSATION DISCUSSION AND ANALYSIS 1 year COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS higher 2022 expenses driven by wage inflation, pandemic related costs, and a normalizing environment. Presidents that report to him and to discuss recommendations for Mr. Arnold with Mr. Simonds (to whom Mr. Arnold reports). 38. (2)The Highlights" below. COMPENSATION DISCUSSION AND ANALYSIS Based on the adjustments described above, the calculated achievement was incentive targets, can be found in the "Performance Assessment and Highlights" section. dependent upon actual performance on each applicable vesting date, modified (up to +/- 20%) by relative COMPENSATION DISCUSSION AND ANALYSIS The Committee determined that CIUs will be earned based on the achievement of critical, multi-year shareholder return measures of adjusted book value growth and dividend yield. CIUs will be measured over a three-year performance COMPENSATION DISCUSSION AND ANALYSIS 2022. +20% adjustment. Performance Assessment and Highlights COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS Roles of the Committee, Chief Executive Officer and Consultant $195,524. Compensation Benchmarking BENCHMARKING EXECUTIVE COMPENSATION Life & 0.4x to 2.5x 0.4x to 2.5x 0.5x to 5.0x List Unum COMPENSATION DISCUSSION AND ANALYSIS Covered officers are required to hold all net after-tax shares acquired upon the vesting of RSUs, SSUs or performance share units (PSUs) until the ownership requirement is met. Once the requirement is met, the officer can sell shares only to the extent that the sale would not reduce his or her holdings below the required ownership level. Restricted Stock Units (2) Total Current Ownership (3) Hedging, Pledging and Insider Trading Policies COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION DISCUSSION AND ANALYSIS In April 2018, we purchased corporate owned life insurance (COLI) on all officers who gave their approval. In the event of a covered officer's death while still employed, we will provide a death benefit to the officer's beneficiary in the amount of $200,000. In the event of a covered officer's death while no longer employed, we will provide a death benefit to the officer's beneficiary in the amount of $50,000. Each of the NEOs Mr. Arnold is also covered under a similar COLI policy purchased in April 2000 that would provide a death benefit to his beneficiary in the amount of $200,000 in the event of his death while still employed. COMPENSATION DISCUSSION AND ANALYSIS COMPENSATION TABLES Executive Vice President, Chief Financial Officer Executive Vice President, Chief Operating Officer Executive Vice President, Chief Information and Digital Officer COMPENSATION TABLES COMPENSATION TABLES COMPENSATION TABLES Market Value of Shares or Units of Stock That Have Not Vested(1) Equity Incentive Plan Awards: COMPENSATION TABLES Number of Years of (#) Present Value of Accumulated Benefits(3) ($) Payments During Last Fiscal Year ($) COMPENSATION TABLES Executive Contributions in Last FY(1) ($) Registrant Contributions in Last FY(2) ($) Aggregate Earnings in Last FY(3) ($) Aggregate Withdrawals/ Distributions ($) Aggregate Balance at Last FYE(4) ($) 2022. his or her agreement. CEO PAY RATIO Pay Ratio 1‑to‑135. (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (b) Weighted average exercise price of outstanding options, warrants and rights (5) (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Equity Compensation Plans Approved by Shareholders (1) OWNERSHIP OF COMPANY SECURITIES OWNERSHIP OF COMPANY SECURITIES OWNERSHIP OF COMPANY SECURITIES 55 East 52nd Street New York, NY 10055 100 Vanguard Blvd. Malvern, PA 19355 245 Summer Street Boston, MA 02210 ITEMS TO BE VOTED ON ITEMS TO BE VOTED ON 2023. Policy for Pre-Approval of Audit and Non-Audit Services policy. ABOUT THE ABOUT THE ABOUT THE No effect because No effect because Majority of shares Same effect as ABOUT THE enclosed proxy card or voting instruction form, dating and signing it, and returning it in the postage-paid envelope provided. Your proxy card or voting instruction form, as applicable, must be received by May 24, 2023. If you are a beneficial owner of shares held in street name and do not provide your broker or other nominee instructions on how to vote your shares, and the broker elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote. Abstentions occur when you provide voting instructions but instruct the broker to abstain from voting on a particular matter. Meeting. In addition, we will announce the Board's decision on the frequency of future advisory votes to approve executive compensation on a Form 8-K that we will file with the SEC with ADDITIONAL INFORMATION All such proposals and director nominations must satisfy the requirements set forth in our bylaws, a copy of which is available on our investor relations website under the ADDITIONAL INFORMATION www.sec.gov. APPENDIX A *Assuming DilutionTogether, all of us at Unum recognize the obligations we have to all key stakeholders to deliver on our commitments. This focus on doing the right thing is the essence of We Are Unum, a core set of values we strive to live up to every day, along with our Code of Conduct.These principles guide our advocacy for greater access to benefits to meet the growing need for financial protection in our society. They underpin our commitment to supporting our local communities and reducing the impact we have on the environment. They instill an unwavering customer focus and the importance of personal responsibility. Collectively, they represent a pledge to operate with integrity and compassion.The Board is committed to representing the interests of shareholders and driving Unum’s long-term success through good corporate governance. We take a thorough approach to governance that assesses performance and risk, demands regulatory compliance, provides insight on corporate strategy, and provides oversight of compensation, investment activity and other financial matters. We conduct a regular outreach and engagement program that enables us to receive valuable feedback from shareholders on a variety of topics. We also monitor Unum’s culture through feedback from employee engagement surveys, an ethics hotline and other processes so that the company remains true to its values. Recently, we welcomed Gale KingAfter serving nine years on the Board, Francis Shammo has decided to step down at the end of his current term. We appreciate his many contributions to our discussions, including the perspective he added as our newest director, part of our commitment to bringing fresh views and ideas to ensure we maintain a broad perspective and forward-looking vision.As we look ahead, we recognize the important role Unum has in delivering the benefits and services people and companies count on every day. The resiliency of our more than 10,000nearly 11,000 employees, the strength of our franchise and our continued investments in growth, we believe, are positioning Unum well for the longer term.Thank you for your continued support of the company.
2022 UNUM PROXY STATEMENT2023 UNUM GROUP PROXY STATEMENTNOTICE OF 20222023 ANNUAL MEETING
Notice of 2022
2023
Annual Meeting of ShareholdersDATE: Thursday, May 26, 2022TIME: 10:009:30 a.m. Eastern Daylight TimeVIRTUAL MEETING SITEThe 20222023 Annual Meeting of Shareholders of Unum Group (the "company") will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/UNM2022.The Board of Directors (the "Board") has determined to hold a virtual-only Annual Meeting to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. We believe this is the right choice for the company, as it enables engagement with our shareholders, regardless of size, resources or physical location. We are committed to ensuring 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 meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/UNM2022.To attend the virtual meeting, you will need the 16-digit control number included on your Notice Regarding the Internet Availability of Proxy Materials ("Notice"), proxy card, voting instruction form, or legal proxy. The meeting webcast will begin promptly at 10:009:30 a.m. Eastern Daylight Time on May 26, 2022.25, 2023. 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. 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. For further details, see "About the 20222023 Annual Meeting" beginning on page 110.108.WHO CAN VOTEShareholders of record of the company’s common stock (NYSE: UNM) at the close of business on March 28, 2022,27, 2023, are entitled to vote at the meeting and any adjournment or postponement of the meeting.VOTING ITEMSPg. #
Pg. # þ Election of the 1211 Directors Named in this Proxy Statement101Advisory Vote to Approve Executive Compensation 101Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation þ Ratification of Appointment of Independent Public Accounting Firm 102Approval of the Unum Group 2022 Stock Incentive Plan103In addition to the voting items listed above, shareholders will transact any other business that may properly come before the meeting or any adjournment or postponement thereof. There will also be a report on the company's business.HOW TO VOTEYour vote is important. We encourage you to vote your shares as soon as possible, even if you plan to attend the meeting online. Many of our shareholders may vote by following the instructions below to vote via the internet, by telephone, or, if you have received a printed version of these proxy materials, by mail.INTERNETwww.proxyvote.com(if (if in advance of meeting)Deadline: 11:59 p.m. Eastern Daylight Time, May 25, 2022You may also vote your shares during the meeting at www.virtualshareholdermeeting.com/UNM2022.TELEPHONE1-800-690-6903or the telephone number on your voting instruction formDeadline: 11:59 p.m. Eastern Daylight Time, May 25, 2022MAILVote Processing c/o Broadridge51 Mercedes Way, Edgewood, NY 11717Receipt due by close of business day on May 25, 2022If the proxy materials you received do not have a 16-digit control number, you may vote by following the instructions on the Notice or voting instruction form that you received.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 26, 2022:25, 2023: The proxy statement and annual report to shareholders are available at www.proxyvote.com.
J. Paul JullienneVice President, Managing Counsel and Corporate SecretaryApril 14, 202213, 20232023 UNUM GROUP PROXY STATEMENT | 1 2022 UNUM PROXY STATEMENT1A Note About Non-GAAP Financial MeasuresIn this proxy statement, we present certain measures of our performance that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP), which we use for purposes of setting executive compensation and evaluating our performance. Non-GAAP financial measures exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with GAAP, which are set forth below:OPERATING RESULTS ($ in millions, except per share data) — GAAP FINANCIAL MEASURES Year Ended December 31 2021 2020 2019 Net Income $824.2 $793.0 $1,100.3 Net Income per share* $4.02 $3.89 $5.24 Total Stockholders' Equity (book value) $11,416.4 $10,871.0 $9,965.0 Total Stockholders' Equity (book value) per share $56.37 $53.37 $49.10 Return on Equity 7.4% 7.6% 11.8% *Assuming dilution OPERATING RESULTS ($ in millions, except per share data) — GAAP FINANCIAL MEASURES Year Ended December 31 2022 2021 2020 Net Income $1,314.2 $824.2 $793.0 Net Income per share* $6.50 $4.02 $3.89 Total Stockholders' Equity (book value) $9,197.5 $11,416.4 $10,871.0 Total Stockholders' Equity (book value) per share $46.51 $56.37 $53.37 Return on Equity 12.8 % 7.4 % 7.6 % *Assuming dilution This proxy statement refers to the following non-GAAP financial measures, which we believe are helpful performance measures and indicators of revenue, profitability and underlying trends in our business:ADJUSTED OPERATING RESULTS ($ in millions, except per share data) — NON-GAAP FINANCIAL MEASURES Year Ended December 31 2021 2020 2019 After-Tax Adjusted Operating Income (1) $890.7 $1,005.4 $1,140.6 After-Tax Adjusted Operating Income per share $4.35 $4.93 $5.44 Book value, excluding AOCI (2) $11,062.3 $10,496.8 $9,927.7 Book value, excluding AOCI, per share $54.63 $51.54 $48.92 Adjusted Operating Return on Equity (3) 8.9% 10.7% 12.8% Adjusted Operating Return on Equity (in core operations) 10.3% 14.1% 17.2% (1)After-tax adjusted operating income is defined as net income adjusted to exclude after-tax investment gains or losses and the amortization of the cost of reinsurance as well as certain other items specified in the reconciliation of non-GAAP financial measures in Appendix B of this proxy statement. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives.ADJUSTED OPERATING RESULTS ($ in millions, except per share data) — NON-GAAP FINANCIAL MEASURES Year Ended December 31 2022 2021 2020 After-Tax Adjusted Operating Income (1)$1,254.3 $890.7 $1,005.4 After-Tax Adjusted Operating Income per share $6.21 $4.35 $4.93 Book value, excluding AOCI (2)$11,954.1 $11,062.3 $10,496.8 Book value, excluding AOCI, per share $60.45 $54.63 $51.54 Adjusted Operating Return on Equity (3)11.6 % 8.9 % 10.7 % Adjusted Operating Return on Equity (in core operations) 17.4 % 10.3 % 14.1 % (1)After-tax adjusted operating income is defined as net income adjusted to exclude after-tax 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. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives.(2)We sometimes refer to book value, excluding accumulated other comprehensive income (AOCI), as "adjusted book value."(3)Adjusted operating return on equity is calculated using after-tax adjusted operating income or loss and excludes from equity the unrealized gain or loss on securities and net gain or loss on hedges.(2)We sometimes refer to book value, excluding accumulated other comprehensive income (AOCI), as "adjusted book value."(3)Adjusted operating return on equity is calculated using after-tax adjusted operating income or loss and excludes from equity the unrealized gain or loss on securities and net gain on hedges. As a220222023 UNUM GROUP PROXY STATEMENT | 2 As a result, we exclude the amortization of the cost of reinsurance that was recognized upon the exit of the business related to the ceded reserves for the cohort of policies on claim status. We believe that the exclusion of the amortization of the cost of reinsurance provides a better view of our results from our ongoing businesses. Book value per common share excluding AOCI, certain components of which tend to fluctuate depending on market conditions and general economic trends, is an important measure. We may at other times exclude certain other items from our discussion of financial ratios and metrics in order to enhance the understanding and comparability of our operational performance and the underlying fundamentals, but this exclusion is not an indication that similar items may not recur and does not replace the comparable GAAP financial measures in the determination of overall profitability.For a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures, refer to Appendix BA of this proxy statement.20222023 UNUM GROUP PROXY STATEMENT | 3 Forward-Looking Statements and Website ReferencesCertain information contained in this proxy statement may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those not based on historical information, but rather relate to our outlook, future operations, strategies, financial results, goals (including environmental, human capital, and sustainability goals) or other developments. Forward-looking statements speak only as of the date made. Such statements involve risks and uncertainties and we can give no assurance that they will prove to be correct or that any plan, initiative, projection, goal, commitment, or expectation can or will be achieved. We undertake no obligation to update these statements, even if made available on our website or otherwise. Actual results or outcomes could differ materially from those included in the forward-looking statements. Factors that could cause actual results to differ materially from those included in the forward-looking statements are discussed in our annual report on Form 10-K for the year ended December 31, 20212022 and subsequent Securities and Exchange Commission filings.Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement. In addition, historical, current, and forward-looking sustainability-relatedsustainability, environmental, social, governance and other-related statements may be based on standards for measuring progressof measurement and performance that are still developing or may change or be refined, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.420222023 UNUM GROUP PROXY STATEMENT | 4 Proxy SummaryThis summary is intended to highlight certain key information contained in this proxy statement that we believe will assist your review of the four business items to be voted on at the 20222023 Annual Meeting of Shareholders of Unum Group (the "2022"2023 Annual Meeting"). As it is only a summary, we encourage you to review the full proxy statement, as well as our annual report on Form 10-K for the year ended December 31, 20212022 (the "2021"2022 Form 10-K"), for more complete information about these topics.Voting MattersBoard'sRecommendationPage ReferenceBoard's Recommendation Page Reference Item 1: Election of the 1211 Directors Named in this Proxy StatementFOR each nominee 101TwelveEleven director nominees are standing for election this year, each for a one-year term expiring at the 20232024 Annual Meeting. Each director will hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal from office. The Board and the Governance Committee believe each director nominee possesses the necessary skills and qualifications to provide effective oversight of the business. The director nominees are:Director Nominee Director Since Independent Committee Assignments Theodore H. Bunting, Jr. 2013 
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 Chairman2008 Governance Human Capital Timothy F. Keaney 2012 Audit (Chair) Risk and Finance Gale V. King (1)2022 Human Capital Risk and Finance Gloria C. Larson 2004 Governance (Chair) Regulatory Compliance Richard P. McKenney, President and CEO2015 — — Ronald P. O'Hanley 2015 Governance Human Capital Francis J. Shammo2015AuditRegulatory Compliance(1)Ms. King joined the Board of Directors effective March 4, 2022 and will begin service on the Human Capital Committee and Risk and Finance Committee effective May 1, 2022.2022 UNUM PROXY STATEMENT5PROXY SUMMARYBoard'sRecommendationPage Reference2023 UNUM GROUP PROXY STATEMENT | 5 Board's Recommendation Page Reference Item 2: Advisory Vote to Approve Executive Compensation FOR 101We 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 compensation decisions.1 YEAR We are seeking a non-binding advisory vote to determine whether shareholders believe we should hold future advisory votes to approve executive compensation, similar to Item 2 above, every one year, every two years, or every three years.Item 4: Ratification of Appointment of Independent Registered
Public Accounting FirmFOR 102The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2022,2023, and shareholders are being asked to ratify the appointment.Item 4: Approval of the Unum Group 2022 Stock Incentive PlanFOR103The Board has adopted the Unum Group 2022 Stock Incentive Plan (the "2022 Plan"), and shareholders are being asked to approve it. The 2022 Plan is similar to our existing Stock Incentive Plan of 2017 but includes certain new terms and provisions that we believe are more representative of current compensation practices in our industry and among our peers.62022 UNUM PROXY STATEMENTKey Corporate Governance and Executive Compensation Items20212022 Say-on-Pay Vote and Shareholder OutreachOur 20212022 shareholder advisory voteproposal to approve executive compensation passed with 92%received 95% support. In 2021,2022, as in prior years, we invited our top shareholders, representing approximately 60% of our outstanding shares, to engage with us on business, governance, and compensation matters. FourSeven shareholders, representing approximately 10%25% of our outstanding shares, accepted our invitation for engagement, and we met with each of them. Another 10five shareholders, representing approximately 26%20% of our outstanding shares, responded that a meeting was not necessary. Our independent Human Capital Committee Chair was available upon request and joined twothree of the meetings.
During the 20212022 outreach, we received specific feedback as follows:•Positive commentary on the compensation disclosure in our compensation designproxy statement;•Complimentary feedback for having a strong corporate governance profile, specifically Board diversity and pay structureindependence;•Recognition for executives,integrating environmental, social and governance (ESG) factors into our investment decisions as well as on our proxy statement disclosure;Complimentary feedback on the detailed disclosure and rationale of the 2020 Success Incentive Plan (SIP) awards set forth in our 2021 Proxy Statement;Recognition for integrating ESG factors into our decisions by signing the United Nations Principles for Responsible Investment; andComplimentary•Positive feedback on specific Board diversity disclosures.our ESG disclosure and a suggestion that we highlight specifics related to cybersecurity risk oversight (see page 38).Through these discussions, we were also able to confirm that shareholders would like us to continue:•Providing a CEO CompensationCompensation Summary in our proxy statement to help investors understand how the Committee approaches its CEO compensation decisions (see page 13)13);•Including Board demographics (specifically gender and ethnicity) in our Summary of Director Nominee Qualifications and Experience (see page 28)30);•Enhancing our ESG disclosures to enable better understanding of our corporate sustainability strategy, initiatives, and progress (see page 42)43); andAligning•Emphasizing the long-term interestscompany's commitment to creating a culture of managementbelonging, including an expectation that all people leaders should embed inclusion and shareholders with a mix of both short-diversity into their performance goals and long-term incentivesdaily behaviors (see page 58)68).We also met with one proxy advisory firm to provide an update on our shareholder engagement efforts and gain further insight into their views on our compensation and governance practices and disclosures. While we extended an invitation to anotherfor engagement with two proxy advisory firm,firms. Both firms declined a meeting indicating that they declined the meeting citing the lack of anyhad no questions or overriding concerns with our corporate governance orand executive compensation concerns.Overall, shareholders appreciated the opportunity to engage in these discussions. They also appreciated the company’s willingness to consider their input on both executive compensation and governance practices. We are committed to continuing our shareholder engagement efforts in the future.20222023 UNUM GROUP PROXY STATEMENT | 7 Corporate Governance and Executive Compensation PracticesExecutive Compensation Practices A pay-for-performance philosophy Double-trigger provisions for severance and accelerated vesting of equity awards Annual say-on-pay votes Restrictive covenants in our long-term incentive grant agreements Programs that mitigate undue risk taking in compensation Clawback provisions✔ Clawback provisions Independent compensation consultant to the Human Capital Committee A balance of short- and long-term incentives ✔ No golden parachute excise tax gross-ups ✔ Robust stock ownership and retention requirements No golden parachute excise tax gross-ups✔ ✔ Relevant peer groups for benchmarking compensation Limited perquisites✔ ✔ In-depth performance assessments of executives No NEO employment agreementsBoard Practices All directors other than the CEO are independent, including the Board Chairman 9899% in 2021)2022)All Board Committeescommittees fully independentLimits on outside board and audit committee service Commitment to diversity at the Board level and within the enterprise Governance PracticesGovernance Practices ✔ Annual election of directors No supermajority vote requirements Majority vote requirement for directors (in uncontested elections) Anti-pledging and anti-hedging policies applicable to executives and directors Proxy access rights Annual Board, committee, and individual director evaluations Shareholder right to call special meetings Regular executive sessions of independent directors Annual, proactive shareholder engagement No poison pill Independent Board chair 820222023 UNUM GROUP PROXY STATEMENT | 8 Performance HighlightsThe pandemic has reinforcedUnum’s purpose is to help the social value of our business and highlighted our already strong value proposition with customers and brokers. Asworking world thrive throughout life’s moments. We deliver on that commitment as a leading provider of financial protection benefits in the United States, United Kingdom and Poland,Poland. Through these benefits, we help protect millions of working people and their families from the financial hardships that can occur in the event of illness, injury, or loss of life. WeUnum also offeroffers services that help companies manage workplace wellbeing and regulatory challenges.Unum's financial performance continuesIn 2022, Unum delivered record after-tax adjusted operating earnings of $1.25 billion as the company returned to be impacted bypre-pandemic operating levels. Double-digit sales growth across our core operations and increased premium income highlighted the pandemic. Over the past two years, we experienced significant increasesstrong demand for our products and services, particularly in COVID-based claims incidence in our group disability and leave management businesses. Claims experience returned to more normal levels as COVID-related group life and disability lines, as well as leaves administered through our leave management business, which is highlighted in the charts below. These increased volumes led to elevated expenses in key areas and a decrease in earnings forclaims receded throughout the year. While premium growth remained positiveThe introduction of new digital capabilities enhanced the enrollment, claims and improved throughout the year, buoyed byleave experiences for customers while streamlining benefits administration for employers. Certain macro-economic trends during 2022, such as strong persistency, sales results continued to lag due to the competitive environment.
Despite these challenges, we delivered $824 million of net income. We continued to invest in new technologies, people, productsemployment, wage inflation and services to better serve customers and positionrising interest rates, were also beneficial for our business to return to growth as the environment improves. business.Below are key financial performance measures from 2021. Additional2022. Additional measures, including those we use for annual and long-term incentive decisions, can be found beginning on page 58.
(1)After-tax adjusted 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 B of this proxy statement.
60.
(1)After-tax adjusted operating results and book value per share, excluding AOCI, are non-GAAP financial measures. Information about the non-GAAP financial measures used in this proxy statement is set forth in “A Note About Non-GAAP Financial Measures” on page 2. For a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures, refer to Appendix A of this proxy statement.(2)Excluding AOCI.(3)Assuming dilution.(2)Excluding accumulated other comprehensive income.2022 UNUM PROXY STATEMENT9PROXY SUMMARYWe delivered on our purpose of helping the working world thrive throughout life's moments in 2021.2022. Unum paid $8.2nearly $8.0 billion in benefits to people facing illness, injury or loss of life. Satisfaction metrics measuring our interaction with customers and partners were high. We also remained focused on enhancing the experience of our customers through leveraging technology, improving processes and training employees.We accelerated our digital transformation in response to evolving customer expectations. We continue to investexpectations by investing in technologies that allow us to rapidly address market needs by creatingand seize new opportunities. These technologies create new digital experiences for customers, automatingautomate and modernize business processes, trackingtrack key metrics, delivering2023 UNUM GROUP PROXY STATEMENT | 9 deliver new products and services to market faster, and improvingimprove customer satisfaction. By enhancing our digital capabilities, we strive to enrich the experience for our customers and enhance the effectiveness of our people.We managed our investment portfolio well despite the continued low interest rate environment. Our well-diversified portfolio focuses ondelivered consistent predictable cash flows.investment income. Due to the nature of our business, we invest for the long term with a philosophy emphasizingin long-term securities focusing on asset liability management and sound risk managementmanagement. In 2022, our portfolio performed well in a volatile interest rate environment and credit quality. In early 2021, we signed thebenefited from hedges, which were added to manage our reinvestment risk. As a United Nations Principles for Responsible Investment a step that demonstrates our commitmentsignatory, we are committed to expanded disclosure and an investment approach that more formally integrates ESG factors into our investment decisions.Closed Block ManagementLong-Term Care PerformanceThe same skillsdiscipline that allowallows our core franchise to be successful also benefitbenefits our closed blocklong-term care (LTC) business. LTC is part of our Closed Block that consists of policies that we continue to service and support, but no longer actively market. Our Closed Block segment primarily consists of long-term care (LTC) policies and older individual disability policies.LONG-TERM CARE PERFORMANCE have actively managedmanage this block with a combination of rate increases, risk management, tailored investment strategy and ongoing monitoring of emerging experience to inform updates to our reserve liability assumptions to reflect emerging experience,and prudent cash infusions, and reserve adjustments. Through these and other steps — including annual comprehensive adequacy reviews — we continue to take proactive measures to provide for the long-term stability of this block and promote transparency for our shareholders and customers.Despite these continuing efforts, followingcapital infusions.Following an examination of one of our Maine-domiciled insurers, in 2020 the Maine Bureau of Insurance required us to establish additional LTC statutory reserves, permitting this to be done over a period of seven years. We view the additional statutory reserves as further increasing margin over our best estimate assumptions. In the last twothree years, LTC statutory reserves were increased by approximately $667 million,$1.2 billion, and we plan on acceleratingcompleting the recognition of these additional required reserves.INDIVIDUAL DISABILITY REINSURANCE TRANSACTION Inreserves by the first quarterend of 2021,2023, three years ahead of schedule.Through these and other steps — including annual comprehensive adequacy reviews — we completed the second phase of a transaction to reinsure most of our Closed Block individual disability insurance business to a third party. Although we will continue to administertake action designed to provide for the long-term stability of this block of business, the transaction freed up a significant amount of capital that enhancesand promote transparency for our financial flexibilityshareholders and can be used to help fund future growth.Environmental, Social and Governance MattersWe provide a critical financial safety net for millions of people, a fact that drives us to deliver for those who count on us. This focus on doing the right thing guides our approach to sustainability and social responsibility. Unum has a long tradition of engaging with shareholders, customers, employees, suppliers and communities on a variety of environmental, social and governance (ESG)ESG matters.The Governance Committee of the Board provides oversight and guides the company's sustainability strategy and initiatives. We have taken a number of steps in recent yearsIn 2022, we continued to strengthen and mature our governance and disclosure of ESG matters. In 2021, we evaluated and discussed with the Boardmatters, building on our most recent comprehensive sustainability assessment. This included evaluating additional emerging risks to our business,102022 UNUM PROXY STATEMENTPROXY SUMMARY
including risks related to climate change, as well as increased regulatory focus on ESG issues. We also refreshedupdated our Code of Conductinclusion and diversity strategy and further refined our approach to reflect the current environment and evolving industry standards. And we continue to integrateintegrating ESG factors into our investment decisions.We recently developed a corporate sustainability strategic framework to help create long-term value for stakeholders by implementing business strategies that focus on social, environmental, governance, and economic dimensions of doing business. Our strategic framework focuses on three areas where we believe Unum can add both societal and business value:•Inclusive products and services – We strive to ensure that the financial security provided by our products and practices contributes to more inclusive communities.2023 UNUM GROUP PROXY STATEMENT | 10 •Responsible investments – Although we have long factored ESG considerations into a holistic assessment of risk when making investment decisions, we are taking steps to formalize and add transparency around the integration of ESG factors into our investment decisions. As evidencepart of our commitment, in early 2021, we have signed the United Nations Principles for Responsible Investment.•Reducing environmental impact – We recognize that minimizing our environmental footprint serves all, while positioning the company for the impacts of climate change and enhancing our ability to engage and attract employees and customers.A more comprehensive discussion of our efforts and progress is published annually in our ESG report, which is available at www.unum.com/about/responsibility. See page 4243 for moremore information about ESG.Capital Generation for ShareholdersDespite the pandemic,Because of our strong financial performance, we generated premium growth and strengthened our capital position in 2021,2022, allowing us the opportunity to deploy capital in a number of ways.•We invested in our people, products and technology to drive growth.•We paid out $240.6more than $255 million in dividends, or $1.17$1.26 per share.share, in 2022.•We purchased $50approximately $200 million worth of our shares in the fourth quarter of 2021, resuming our share repurchase program that we suspended in 2020 at the start of the pandemic.2022.Our credit ratings are reflective of oura strong balance sheet, our favorable operating results, and oura highly respected brand in the employee benefits market. In 2021, we received upgrades to our outlook from key rating agencies, a noteworthy achievement in this uncertain environment.20222023 UNUM GROUP PROXY STATEMENT | 11 Total Shareholder ReturnWhile we continueUnum delivered exceptional value to produce solid financial resultsshareholders in 2022 as the company accelerated its recovery, returning to pre-pandemic operating levels and outpacing the performance of our peers. The company experienced increased demand for its products and services, highlighted by double-digit sales growth and strong persistency in our core operations, the pandemicoperations. Record after-tax adjusted operating earnings per share illustrated Unum’s disciplined approach to pricing and uncertain economic environment continuebalanced expense management, while our ability to significantly disrupt our business. As describedgenerate substantial excess capital provided financial flexibility to invest in "Performance Highlights" on page 9, dramatic increases over the last two yearsgrowth initiatives, fund long-term needs in our life and disability insurance lines, and leaves administered, have impacted our financial performance. We also face ongoing negative investor perceptions surrounding the long-term care (LTC) insurance industry, a dynamic that impacts us more than most of our peers due to our Closed Block segment.Despite these challenges, Unum saw totalsegment and increase dividends for shareholders.Total shareholder return increase(TSR) for 2022 was nearly 12%74%, which exceeded the S&P 500, our industry benchmark and our proxy peer group. This was a noteworthy improvement from 2020. While an improvement, these returns trailed our peersthe prior year and we believe are not fully reflective ofreflects the ongoing strength of our franchise, capital position and performance of our core operations' performance. We have seen premiums andoperations. In 2022, Unum saw growth in book value per share (excluding AOCI) increase throughoutand premium income, a long-term trend that continued during the pandemic,pandemic. Certain macro-economic factors, such as strong employment, wage inflation and have significant financial flexibility that allows us to continue investing to growrising interest rates, are beneficial for our business, for the future.In addition to our core operations, our Closed Block segment primarily consists of LTClong-term care (LTC) policies and older individual disability policies that we continueUnum continues to service and support. Through the active management of our Closed Block,After agreeing to increase LTC statutory reserves over a multi-year period starting in 2020, we have taken steps to improve the performance and shareholder understanding of this legacy business. In 2021, we completed the second phase of a reinsurance transaction for our older individual disability block, which freed up significant capital that can be used to grow our business. In addition, our capital position and performance of our LTC block has allowed us to accelerateaccelerated these planned contributions to that block’s statutory reserves.Overover the last two years and expect to complete the recognition of these additional required reserves by the end of 2023, three years ahead of schedule. Through these and other steps, we continue to take action designed to provide for the long-term stability of this block and promote transparency for our shareholders and customers.The pandemic has highlighted the critical role and growing need for our products and services. We believe this, combined with our history of consistent execution and strategy of prioritizing funding of growth initiatives, makes Unum an excellent long-term investment. We expect that the performance of our core franchise will again be recognized and ultimately drive long-term shareholder value.TOTAL SHAREHOLDER RETURN CORE OPERATIONS PREMIUM GROWTH (Billions) 1 Year 3 Year 5 Year 
Unum 11.86% (3.96)% (33.1)% Proxy Peer Group 28.85 58.49 44.72 S&P 500 28.71 100.37 133.41 S&P Life & Health Index 36.68 52.41 40.59 *TOTAL SHAREHOLDER RETURN CORE OPERATIONS PREMIUM GROWTH (Billions)BOOK VALUE PER SHARE(Excl AOCI) (1)1 Year 3 Year 5 Year 
Unum 73.62% 62.51% (8.68)% Proxy Peer Group 5.36 25.08 24.59 S&P 500 (18.11) 24.79 56.88 S&P Life & Health Index (2)10.34 36.53 33.25 (1) Non-GAAP financial measure, see Appendix BA for reconciliation.(2) S&P 500 Life & Health Insurance Sub Industry Index.1220222023 UNUM GROUP PROXY STATEMENT | 12 20212022 CEO Compensation SummaryOur approach to CEO compensation aligns directly with our overall executive compensation philosophy and structure (see page 55)as detailed in the Compensation Discussion and Analysis ("CD&A") section under "Compensation Program Structure". Richard P. McKenney serves as President and CEO of the company. HisMr. McKenney's targeted total direct compensation is a combinationconsists of base pay plus short- and long-term incentives that are tied directly to performance goals. This structure supportsis designed to support the long-term successes of the company and the interests of our shareholders.Mr. McKenney is subject to robust stock ownership requirements, including a requirement to own six times his annual base salary in stock. This helps to ensure that the long-term value of his compensation directly aligns with shareholders.At the beginning of 20212022 following discussion with Mr. McKenney, the Board approved his performance goals for the year, which included:•Business and financial objectives;•Strategic objectives;•Talent management initiatives;•Goals for building a culture of inclusion and diversity; and•Operational effectiveness and efficiency targets.In addition to carefully reviewing a self-assessment prepared by Mr. McKenney, the Human Capital Committee (the(as used in this 2022 CEO Compensation Summary, the "Committee") and Board conduct a thorough evaluation of his performance against all objectives as well as a review of a number of professional and leadership characteristics and behaviors (discussed beginning on page 57)(see the "Individual Performance Evaluations" section of the CD&A).As outlined in the "Performance Highlights" on page 9, 2021 was a challenging year. section above, Unum delivered record after-tax adjusted operating earnings of $1.25 billion as the company returned to pre-pandemic operating levels. Double-digit sales growth across our core operations and increased premium income highlighted the strong demand for our products and services, particularly in our group disability and leave management businesses.The Committee and the Board recognized that Mr. McKenney guided the company through the year, delivering solidstrong financial results. The Committee and the Board specifically highlighted Mr. McKenney's leadership in:Effectively guiding•Leading the company to record profitability, exceeding plan for nearly all operational and financial metrics;•Strengthening the company's capital position to maximize financial flexibility while deploying capital to address key needs;•Setting a clear tone for accountability and commitment to Unum's purpose of helping the working world thrive throughout life's moments;•Deepening the company's commitment to sustainability and social responsibility through an exceedingly challenging yeara variety of significant disruption fromenvironmental, social, and governance and other programs that reflect the pandemic;Proactively managing capital generation and deployment in an uncertain environment, positioninggoals of the company, well to respond to future opportunities;investors and other key stakeholders; and•Driving a proactive change agenda to steer the company through the ongoing evolutions of the workplacefocused on enhancing customer experiences, introducing new capabilities, and prepare customers forimplementing a digitally focused future;hybrid workplace.Strengthening the company's commitment to integrity, sustainability and social responsibility while continuing to promote inclusion and diversity of thought, mental health and social justice throughout the company and externally; andLeading the company's ongoing efforts to responsibly manage its Closed Block of business.While 2021 continued to be a difficult environment with respect to investor perceptions in the insurance industry surrounding long-term care (LTC), which continued to negatively impact our stock price, theThe Board has full confidence in Mr. McKenney's leadershipMcKenney as CEO and believes the company is well-positioned for long-term success throughunder his actions.20222023 UNUM GROUP PROXY STATEMENT | 13 20212022 Compensation DecisionsThe "CEOCEO Compensation Summary"Summary table below depicts how the Committee views its decisions concerning Mr. McKenney’s compensation for 2021,2022, compared to his 20202021 compensation. It differs from the information presented in the Summary Compensation Table (the "SCT") (see page 83) required by the Securities and Exchange Commission as follows:•The "CEOCEO Compensation Summary"Summary table treats equity awards similar to how annual incentive awards are treated in the SCT (which are based on the performance year to which the award relates). Therefore, the value of the long-term incentive (LTI) award granted in March 20222023 based on performance in 20212022 is shown as 20212022 compensation. In contrast, the value of LTI awards reflected in the SCT is based on the year in which the equity awards are granted. As a result, 20212022 compensation in the SCT includes the value of Mr. McKenney’s LTI award granted in 2021;2022; andThe table below excludes the 2020 Success Incentive Plan grant since this was a one-time award and not viewed as part of annual compensation; and•The SCT includes amounts reported in the "All Other Compensation" column. Although regularly monitored by the Committee, these amounts were not considered when it made annual performance-based compensation determinations for 20212022 and are therefore not shown in the presentation below.The CEO Compensation Summary table is not a substitute for the required SCT found on page 83.CEO COMPENSATION SUMMARY Component 2020 2021 Base Salary $1,050,000 $1,050,000 Annual Incentive Payout 1,812,462 2,646,000 Approved LTI Grant 7,500,000 8,400,000 Annual Compensation $10,362,462 $12,096,000 CEO COMPENSATION SUMMARY Component 2021 2022 Base Salary $1,050,000 $1,090,385 Annual Incentive Payout 2,646,000 3,761,828 Approved LTI Grant 8,400,000 9,000,000 Annual Compensation $12,096,000 $13,852,213 ANNUAL INCENTIVEMr. McKenney's 20212022 annual incentive payout of $2,646,000$3,761,828 was calculated by applying the company performance achievement underfactor of 150% to his target award (see "Annual Incentive Results" in the plan formula (120% for 2021; see page 62) andCD&A section). Mr. McKenney’s individual performance factor (100% for 2021; see page 68).The company faces ongoing negative investor perceptions surrounding the LTC insurance industry, a dynamic that impacts us more than most of our peers. Even so, the pandemic has shown that the need for our products and services has never been clearer, and continues to grow. The Committee believes that continued active management of our LTC block along with the strength of our franchise, capital position and operational performance will, over time, influence investor perceptions and drive long-term shareholder value. Given this, and its view that the company is positioned for long-term success, the Committee awarded Mr. McKenney an individual performance percentage of 100% for his 2021McKenney's 2022 annual incentive which resulted in an actual award of $2,646,000. This is an increase of $833,538$1,115,828 from his 20202021 payout whichand was primarily driven by an increase in the year-over-year company performance achievement from 80%120% to 120%.LONG-TERM INCENTIVEFor 2021,2022, 70% of Mr. McKenney's pay was in the form of long-term incentives (delivered through performance-basedtime-based restricted stock units (PBRSUs)(RSUs) and performance-based cash incentive units (CIUs)). The value of the PBRSUsRSUs is based on the company’s stock price while the value of his CIUs isare based on growth in adjusted book value and dividends, further modified by relative TSR.total shareholder return (TSR). After consideration of Mr. McKenney's strategic leadership, his total target142022 UNUM PROXY STATEMENTPROXY SUMMARYcompensation competitiveness, his performance in 20212022 and other considerations outlined above, the Committee awarded Mr. McKenney a LTI grant of $8,400,000$9,000,000 for 2021 performance with no specific individual factor applied.2022 performance. This award, which was granted in 2022,March 2023, is an increase of $900,000$600,000 over his award granted last year and remains belowreflects both his performance as outlined above as well as the median LTI targetperformance of our proxy peer group.The designthe company's stock, with TSR of ournearly 74% during the year.Our LTI program servesis designed to align the interests of management and long-term shareholders. For example, this impact can be seen in the vesting of Mr. McKenney’s historicalMcKenney's 2020-2022 performance share unit (PSU) awards, which are not only realized at the company’s lower stock price but also modified based on relative TSR (up to +/- 20%). The businessaward. Business goals were achieved at 79.3%,150% of target over the three-year performance period, with relative TSR at the lowest87.5th percentile of the comparator group, resulting in a 20% decreaseincrease for a final payout of 63.4%.180% of target. The table below illustrates howoutlines the TSR modifier reduced the numbercalculation of shares Mr. McKenney earned following the vesting of his 2019 PSUthis award for the performance period ending December 31, 2021 (see additional details2022.2023 UNUM GROUP PROXY STATEMENT | 14 PERFORMANCE IMPACT ON 2020-2022 PSU AWARDS 2020 Grant Date Value(1)Target PSUs Granted Operating Performance Factor Adjusted Shares TSR Modifier Earned Shares Accrued Cash Dividends Value of Earned Shares and Cash Dividends(2)CEO $3,185,008 136,637 x 150% = 204,956 x 120% = 245,946.6 $889,097 $11,418,071 (1)This amount was calculated by multiplying Mr. McKenney's target grant of 136,637 PSUs on page 65)the grant date, March 1, 2020, by $23.31, the closing stock price on the prior trading day, February 28, 2020.(2)The PSU achievement was certified by the Committee on February 20, 2023. Given this date was not a trading day, the shares were valued based on the prior trading day's closing stock price of $42.81 (February 17, 2023).PERFORMANCE IMPACT ON 2019-2021 PSU AWARDS Executive 2019 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) Value as % of Grant Date Fair Value(5) CEO $3,087,509 94,302 x 79.3% = 74,781 x 80% = 59,825 $1,724,157 55.8% (1)This amount was calculated by multiplying Mr. McKenney’s target grant of 81,962 PSUs on the grant date, March 1, 2019, by the closing stock price of $37.67 on that date. (2)This amount includes target PSUs granted and dividend equivalents accrued on the awards from the grant date until they were distributed in early 2022 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 19, 2022. Given this was not a trading day, the shares were valued based on the prior day’s closing stock price of $28.82 (February 18, 2022).(5)This value represents the “Value of Earned Shares” as a percentage of the “2019 Grant Date Fair Value”.CASH SUCCESS UNIT AND STOCK SUCCESS UNIT VESTING2023 CompensationIn February 2022, the Committee reviewed and certified that the performance hurdles were met for the performance period January-December 2021 for the 2020 Success Incentive Plan (SIP) grant. Therefore, the first one-third of cash success units (CSUs) and stock success units (SSUs) vested and were distributed. Mr. McKenney had a total of 61,501 SSUs and related cash dividends as well as $1,617,000 CSUs that vested. Details about the vesting of these awards can be found on page 66.2022 CompensationAs 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. McKenney was promoted to President of the company in April 2015 and subsequently promoted to CEO the following month.In February 2022,2023, the Committee with its consultant, Pay Governance LLC, reviewed Mr. McKenney’sMcKenney's total targeted compensation relative to proxy peers and determined that his pay was 14% below median.peers. After considering his experience, his performance in the CEO role, and the leadership that he has shown during his almost seveneight years in the role, the Committee decided to increase Mr. McKenney’s annual base salary by 5% to $1.1 million;his annual incentive target from 210%230% to 230%;250% and his long-term incentive target opportunity from $7.5$8.4 million to $8.4$9.5 million. These decisions reflect Mr. McKenney’s steadyMcKenney's strong leadership and strategic positioning of the company. Even withWith these adjustments, Mr. McKenney’sMcKenney's targeted total direct compensation continues to be belowis positioned between the median50group.group, which the Committee believes is appropriate given his tenure and performance in the job.20222023 UNUM GROUP PROXY STATEMENT | 15 Board OverviewThe Board of Directors is elected by shareholders to oversee their interests in the long-term health and overall success of the company’scompany's business and financial strength. In addition, the Board has responsibility to the company’scompany's policyholders, employees, and business partners and to the communities in which the company operates, all of which are essential to the company’scompany's success. The Board oversees the CEO and other senior management, who are responsible for carrying out the company’scompany's day-to-day operations in a responsible and ethical manner. The Board and its committees meet regularly to review and discuss the company’scompany's strategy, business, performance, ethics, risk tolerance, human capital engagement, and culture, as well as important issues that it faces. These discussions take place with management and, as appropriate, with outside advisers who provide independent expertise, perspectives and insights. In addition, the independent members of the Board and its committees hold regular executive sessions without management present. Board members are also in ongoing communication with each other and with management between meetings.Board Composition and RefreshmentThe Board believes a critical component of its effectiveness in serving the long-term interests of shareholders is to ensure its membership remains diverse, possessing a variety of backgrounds, experiences and skill sets from which to draw. Fresh views and ideas help the Board to maintain a broad perspective and forward-looking vision capable of anticipating and adapting to the rapid pace of change, just as experience and continuity provide necessary context and stability for important decisions. With that in mind, the Governance Committee reviews the composition of the Board to ensurewith the goal of maintaining an appropriate balance of experiences, skills, tenure and diversity. This is an ongoing, year-round evaluation process.The Board is committed to effective boardBoard succession planning and refreshment, including having honest and difficult conversations with individual directors when necessary. These conversations may arise in connection with the Board evaluation process, succession planning or consideration of the annual slate of Board nominees. As a result of these processes, directors may decide (for personal or professional reasons) or be asked (for reasons such as evolving needs for Board composition or directors’directors' availability to make sufficient contributions to the Board) not to stand for re-election at the next Annual Meeting. It is expected these refreshment practices will continue in the future.Since the beginning of 2015, we have experienced a healthy level of Board refreshment, with seven new directors joining the Board and eight retiring. While some companies have tenure limits on Board service, we believe our balanced approach delivers the right mix of directors with new ideas and perspectives along with those possessing deep knowledge of the company.1620222023 UNUM GROUP PROXY STATEMENT | 16 Board QualificationsThe Board strives to maintain independence of thought and diverse professional experience among its membership. The Board and the Governance Committee look for directors who have qualifications and attributes in key areas relevant to Unum, and that align with both our short- and long-term business strategies. These qualifications and attributes are evaluated on an annual basis and adjusted as needed so that they continue to serve the best interests of the company. The table below summarizes the qualifications and attributes that are important to Unum and addresses how the composition of our Board, as a whole, meets these needs.Qualifications
and AttributesRelevance to Unum Board CompositionComposition*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 Governance/ESG 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 enhance the customer experience. 
*Includes only the 11 director nominees named in this proxy statement.20222023 UNUM GROUP PROXY STATEMENT | 17 Board TenureDirectors with varied tenure contribute to a range of perspectives and allow us to transition knowledge and experience from longer-serving members to those newer to our Board. We have a mix of new and long-standing directors, with our 1211 director nominees averaging 7.78.8 years of service onon the Board as of the 20222023 Annual Meeting.Board DiversityOur Board is comprised of members with a range of backgrounds and overall experience. More than half of our 11 director nominees are women or represent a minority group.Although the Board does not have a specificspecific diversity policy, it recognizes diverse representation on the Board with respect to gender, race, ethnicity, and age, including in positions of leadership, serves to improve dialogue, decision-making, and culture in the boardroom. Our Governance Committee focuses on advancing continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals, including women, who meet the recruitment criteria. From the candidate pools, our Governance Committee selects director candidates based on their qualifications and attributes as addressed below. Our director nominees range from 5354 to 7273 years of age, with thethe average age being 63.364.5 years, as of the 2022the 2023 Annual Meeting.
*Includes only the 11 director nominees named in this proxy statement. Tenure and age for director nominees is calculated as of the 20222023 Annual Meeting. Tenure is rounded to the nearest year calculatedand calculated from date of first election.1820222023 UNUM GROUP PROXY STATEMENT | 18 Board Evaluation ProcessA healthy and vigorous Board evaluation process is an essential part of good corporate governance. A thorough evaluation process helps us achieve the right balance of perspectives, experiences and skill sets needed for prudent oversight of the company, including execution on corporate strategy, while also considering the best interests of our shareholders. At Unum, this evaluation process includes annual evaluations of the Board, each committee, and individual directors.The Governance Committee establishes and oversees the evaluation process, which focuses on identifying areas where Board, committee and director performance is most effective, as well as opportunities for further development or enhancement. Each year, the Governance Committee reviews the format and effectiveness of the evaluation process in identifying actionable feedback, recommending changes in process as appropriate. Determining whether to engage a third-party facilitator is also part of the review.The evaluation process is conducted in two phases. The first phase focuses on the evaluation of the effectiveness of each committee and the Board as a whole. Directors complete questionnaires evaluating the Board and the committees on which they serve across a variety of topics, including culture, composition, structure andand engagement. In recent years, Board members have provided feedback regarding corporate strategy, business resiliencyrisk management programs, Board composition and structure, succession plans, future agenda items, meeting materials and director education. The second phase involves interviewing individual directors to collect feedback on peer directors’directors' performance. This phase is led by the Governance Committee Chair in advance and in anticipation of the nomination process, with key messages delivered to each director. This two-phased approach has generated robust discussions at all levels of the Board, and resulted in changes that have improved Board efficiency and effectiveness.effectiveness. For example, in recent years, these discussions have led to enhancements to Board diversity, meeting materials, director on-boarding, executive sessions, and Board member engagement.
20222023 UNUM GROUP PROXY STATEMENT | 19 Director IndependenceOur corporate governance guidelines provide that a majority of the Board will be independent. For a director to be considered independent, the Board must determine the director has no material relationship with our company, and the director must meet the requirements for independence under the listing standards of the New York Stock Exchange (NYSE). The Board has also determined certain categories of relationships are not considered to be material relationships that would impair a director’s independence. These independence standards are listed in our corporate governance guidelines, which are available on our investor relations website under the "Governance" heading at www.investors.unum.com.The Governance Committee reviews information about the directors’ relationships and affiliations that are germane to an assessment of their independence and makes recommendations to the Board as to the independence of the directors. In making independence determinations, the Board considers all relevant facts and circumstances. In this regard, the Board considered that each of the non-employee directors, or one of their immediate family members, is or was during the last three fiscal years a director, trustee, advisor, or executive or served in a similar position at another business that had dealings with our company during those years. In each case, these have been ordinary course dealings (e.g., where the other business obtains insurance policies from us or we acquire, dispose or receive interest on security investments or make payments for trustee, depository and commercial banking business relationships) involving amounts less than 1% of both our and the other business’ consolidated gross revenues for such fiscal year or in which the director's interest arose only from his or her position as a director of the other business. None of our non-employee directors, or any of their immediate family members, is or was during the last three fiscal years, a director, executive, or employee of a charitable organization or university that received contributions from us (other than non-discretionary matching contributions) in excess of $120,000 in any one fiscal year.Based on a review of the findings and recommendations of the Governance Committee and applying the standards described above, the Board has determined Mr. Bunting, Ms. Cross, Ms. DeVore, Mr. Echevarria, Ms. Egan, Mr. Kabat, Mr. Keaney, Ms. King, Ms. Larson, Mr. O’Hanley and Mr. Shammo are independent directors.Mr. McKenney, our President and CEO, is not an independent director.Process for Selecting and Nominating DirectorsDirector Nominee and SelectionThe Governance Committee is responsible for identifying and evaluating director candidates and recommending to the Board a slate of nominees for election at each Annual Meeting. The Governance Committee periodically engages a third-party search firm to assist with recruitment efforts. During these times, the firm has been asked to identify candidates who meet the criteria of our search, provide requested background and other relevant information regarding candidates, and coordinate arrangements for interviews as necessary. Nominees may also be suggested by directors, management, or shareholders. Ms. King, who was elected to the Board in March 2022, was recommended to the Governance Committee by a third-party search firm.Shareholders may recommend director candidates for consideration by the Governance Committee by providing the same information that would be required to nominate a director candidate, as described on page 115113 inthe section titled “Shareholder"Shareholder proposals and nominations for our 20232024 Annual Meeting”Meeting". Submissions must be made in writing to the Corporate Secretary at Unum Group, 1 Fountain Square, Chattanooga, Tennessee 37402. The Governance Committee’s policy is to consider candidates recommended by shareholders in the same manner as other candidates.2023 UNUM GROUP PROXY STATEMENT | 20 Our corporate governance guidelines specify the following criteria to be used in evaluating the candidacy of a prospective nominee:•Reputation for high ethical conduct, integrity, sound judgment, and accountability;•Current knowledge and experience in one or more key areas identified in the corporate governance guidelines;•Ability to commit sufficient time to the Board and its committees;•Collegial effectiveness; and•Diversity, whether in viewpoints, gender, race, ethnicity, age, professional experience or other demographics.The core qualifications and attributes sought in any particular candidate depend on the current and future needs of the Board based on an assessment of the composition of the Board and the mix of qualifications and attributes currently represented. In addition, the Governance Committee considers other specific qualifications that may be desired or required of nominees, including their independence and ability to satisfy specific requirements for committees. As part of the director selection and nomination process, the Governance Committee assesses the effectiveness of its Board membership criteria.In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s interest in continuingability to serve;commit the time and attention appropriate for effective Board service; past attendance at meetings; contributions to the Board and committees on which the director serves; the skills, experience and background that the director brings to the Board relative to the Board’s needs and existing composition; and the results of the most recent Board, committee and individual director evaluations.Annual Election of DirectorsDirectors are elected each year at the Annual Meeting for a one-year term expiring at the next Annual Meeting. Directors hold office until their successors are elected, or until their earlier death, resignation, disqualification, or removal from office. Other than requiring retirement from the Board at the next Annual Meeting after a director reaches age 75, there are no term limits. However, the Governance Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.202022 UNUM PROXY STATEMENTCORPORATE GOVERNANCEOur bylaws provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected (an “uncontested election”"uncontested election"), each nominee must receive a majority of the votes cast with respect to that nominee to be elected as a director (i.e., the number of shares voted “for”"for" a nominee must exceed the number voted “against”"against" that nominee). If an incumbent director is not re-elected under this majority voting standard, the directorBoard must submit an irrevocable letterdecide whether to accept or reject the director's offer of resignation which was previously delivered to the Board, which will become effective upon acceptance bycompany pursuant to the Board.Board's advance contingent director resignation policy. The Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. If the director submitting the resignation is a member of the Governance Committee, that director will not participate in the Governance Committee’s recommendation to the Board. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date of the certification of the election results. The director in question will not participate in the Board’sBoard's decision.20222023 UNUM GROUP PROXY STATEMENT | 21 Limits on Board and Audit Committee ServiceWhile we recognize that Board members benefit from service on the boards of Contentsother companies and such service is encouraged, the Board believes it is critical that directors be able to dedicate sufficient time to their service on our Board. To that end, except for our CEO, no director may serve on more than three public company boards in addition to our Board, or on more than two audit committees of public companies in addition to our Audit Committee. The company's CEO may not serve on more than one public company board in addition to our Board.2023 UNUM GROUP PROXY STATEMENT | 22 Information about the Board of DirectorsBelow are brief biographies for each of our current directors and descriptions of the directors’ key qualifications, skills, and experiences that contribute to the Board’s effectiveness as a whole.Director Nominees
Director since 2013Age: 63at Annual MeetingIndependent DirectorCOMMITTEES•Human Capital•Regulatory Compliance(Chair)Theodore H. Bunting, Jr. CAREER EXPERIENCE QUALIFICATIONS Entergy CorporationGroup 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 Recent Public Company Board Experience•Public Company Executive Experience•Regulatory/Risk ManagementPUBLIC COMPANY BOARD EXPERIENCE Infrastructure and Energy Alternatives, Inc., since 2021NiSource Inc., since 2018Prior board service:Infrastructure and Energy Alternatives, Inc. (2021-2022)
Director since 2019Age: 62at Annual MeetingIndependent DirectorCOMMITTEES•Audit•Risk and FinanceSusan L. Cross 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 Recent Public Company Board Experience•Public Company Executive Experience•Regulatory/Risk ManagementPUBLIC COMPANY BOARD EXPERIENCE Enstar Group Limited, since 2020 • Accounting/Auditing• Business Operations• Capital Management• Financial Expertise/Literacy• Industry Experience• International• Other Public Company Board Experience• Public Company Executive Experience• Regulatory/Risk Management2023 UNUM GROUP PROXY STATEMENT | 23 222022 UNUM PROXY STATEMENT
Director since 2018Age: 63at Annual MeetingIndependent DirectorCOMMITTEES•Audit•Risk and FinanceSusan D. DeVore CAREER EXPERIENCE QUALIFICATIONS Premier, Inc.CEO (2013 - May 2021)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 Recent Public Company Board Experience•Public Company Executive Experience•Regulatory/Risk Management•Technology/Digital TransformationPUBLIC COMPANY BOARD EXPERIENCE Anthem,Elevance Health, Inc., since 2021Prior board service: Premier, Inc., (2013-2021)• 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
Director since 2016Age: 65at Annual MeetingIndependent DirectorCOMMITTEES•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 the CEO of the University of Miami, where he has also served as 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 University of MiamiCEO (since 2022)CEO of UHealth (since 2021)Executive Vice Presidentand EVP for Health Affairs (since 2021) Deloitte LLPCEO (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 Recent Public Company Board Experience•Regulatory/Risk ManagementPUBLIC COMPANY BOARD EXPERIENCE The Bank of New York Mellon Corporation, since 2015(Non-Executive Chair since September 2019)Pfizer Inc., since 2015Xerox Holdings Corporation, since 2017 (ending in May 2023)• Accounting/Auditing• Business Operations• Capital Management• Corporate Governance/ESG• Financial Expertise/Literacy• Industry Experience• International• Other Public Company Board Experience• Regulatory/Risk Management20222023 UNUM GROUP PROXY STATEMENT 23 | 24
Director since 2014Age: 66at Annual MeetingIndependent DirectorCOMMITTEES•Human Capital (Chair)•Regulatory ComplianceCynthia L. Egan is andalso has been a director at otherexperience serving on boards of publicly traded companies.CAREER EXPERIENCE QUALIFICATIONS U.S. Department of the TreasurySenior Advisor on the development of a Treasury-sponsored retirement savings program (2014-2015)T. Rowe Price Retirement Plan Services, Inc.President (2007-2012)Fidelity InvestmentsVarious 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 Recent Public Company Board Experience•Public Company Executive Experience•Regulatory/Risk Management•Technology/Digital TransformationPUBLIC COMPANY BOARD EXPERIENCE BlackRock Fixed Income Fund Complex, since 2016 (73 funds)The Hanover Insurance Group, Inc., since 2015(Chair since December 2020)Huntsman Corporation, since 2020(Vice Chair and Lead Independent Director since January 2022)Prior board service: Envestnet, Inc. (2013-2016)• 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
Director since 2008Age: 65at Annual MeetingIndependent DirectorChairman of the Board of DirectorsCOMMITTEES•Governance•Human CapitalKevin T. Kabat CAREER EXPERIENCE QUALIFICATIONS Fifth Third BancorpCEO (2007–2015)President (2006–2012)Other executive roles, including with predecessor•Accounting/Auditing•Business Operations•Capital Management•Corporate Governance/ESG•Financial Expertise/Literacy•Industry Experience•Other Recent Public Company Board Experience•Public Company Executive Experience•Regulatory/Risk ManagementPUBLIC COMPANY BOARD EXPERIENCE NiSource Inc., since 2015 (Chair since May 2019)Alvarium Tiedemann Holdings, Inc., since 2023(Chair since January 2023)Prior board service: E*TRADE Financial Corporation (2016-2020, including Lead Independent Director from 2016-2020); Fifth Third Bancorp (2007-2016, including Executive Chairman from 2008–2010and Executive Vice Chairman from 2012–2016)• Business Operations• Capital Management• Corporate Governance/ESG• Financial Expertise/Literacy• Industry Experience• Other Public Company Board Experience• Public Company Executive Experience• Regulatory/Risk Management2023 UNUM GROUP PROXY STATEMENT | 25 242022 UNUM PROXY STATEMENT
Director since 2012Age: 60at Annual MeetingIndependent DirectorCOMMITTEES•Audit (Chair)•Risk and FinanceTimothy F. Keaney CAREER EXPERIENCE QUALIFICATIONS The Bank of New York Mellon CorporationVice 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 Governance/ESG•Financial Expertise/Literacy•Industry Experience•International•Investment Markets•Public Company Executive Experience•Regulatory/Risk ManagementPUBLIC COMPANY BOARD EXPERIENCE Alvarium Tiedemann Holdings, Inc., since 2023 
Director since 2022Age: 65at Annual MeetingIndependent DirectorCOMMITTEES*COMMITTEES•Human Capital•Risk and Finance*As of May 1, 2022Gale V. King 37 years there.37-year tenure. She has significant executive management and operational leadership experience, human capital management expertise, and an extensive background in driving strategy, change initiatives, and succession plans, all with a strong commitment to diversity, equity and inclusion. Ms. King also has experience serving on boards of publicly traded companies.CAREER EXPERIENCE QUALIFICATIONS Executive Vice President and Chief Administrative Officer (2012-2021)Executive Vice President and Chief Human Resources Officer (2009-2012)Senior Vice President, Property & Casualty Human Resources (2003-2009)•Business Operations•Corporate Governance/ESG•Financial Expertise/Literacy•Industry Experience•Other Recent Public Company Board Experience•Public Company Executive Experience•Regulatory/Risk Management•Technology/Digital TransformationPUBLIC COMPANY BOARD EXPERIENCE J.B. Hunt Transport Services, Inc., since 2020
AutoZone, Inc., since 2018• Business Operations• Corporate Governance/ESG• Financial Expertise/Literacy• Industry Experience• Other Public Company Board Experience• Public Company Executive Experience• Regulatory/Risk Management• Technology/Digital Transformation2023 UNUM GROUP PROXY STATEMENT | 26 2022 UNUM PROXY STATEMENT25
Director since 2004Age: 72at Annual MeetingIndependent DirectorCOMMITTEES•Governance (Chair)•Regulatory ComplianceGloria C. Larson CAREER EXPERIENCE QUALIFICATIONS Harvard University Graduate School of EducationPresident in Residence (2018–2019)Bentley UniversityPresident (2007–2018)Foley Hoag LLPLaw firm partner (1996-2007, including service as Co-Chair of Governmental Practices Group)Other leadership positions with the Commonwealth of Massachusetts (Secretary of Economic Affairs) and the Federal Trade Commission (Deputy Director of Consumer Protection)•Business Operations•Corporate Governance/ESG•Financial Expertise/Literacy•Other Recent Public Company Board Experience•Regulatory/Risk ManagementPUBLIC COMPANY BOARD EXPERIENCE Prior board service: Boston Private Financial Holdings, Inc. (2015-2021) • Business Operations• Corporate Governance/ESG• Financial Expertise/Literacy• Other Public Company Board Experience• Regulatory/Risk Management
Director since 2015Age: 53at Annual MeetingDirectorPresident and CEORichard P. McKenney CAREER EXPERIENCE QUALIFICATIONS President and CEO (since 2015)Executive Vice President and CFO (2009–2015)Sun Life Financial, Inc.Executive Vice President and CFO (2007-2009)Executive Vice President (2006-2007)•Accounting/Auditing•Business Operations•Capital Management•Corporate Governance/ESG•Financial Expertise/Literacy•Industry Experience•International•Other Recent Public Company Board Experience•Public Company Executive Experience•Regulatory/Risk ManagementPUBLIC COMPANY BOARD EXPERIENCE U.S. Bancorp, since 2017 • Accounting/Auditing• Business Operations• Capital Management• Corporate Governance/ESG• Financial Expertise/Literacy• Industry Experience• International• Other Public Company Board Experience• Public Company Executive Experience• Regulatory/Risk Management2023 UNUM GROUP PROXY STATEMENT | 27 262022 UNUM PROXY STATEMENT
Director since 2015Age: 65at Annual MeetingIndependent DirectorCOMMITTEES•Governance•Human CapitalRonald P. O'Hanley CAREER EXPERIENCE QUALIFICATIONS State Street CorporationChairman, since 2020; President and CEO, since 2019President and COO (2017–2018)Vice Chairman (during 2017)President and CEO, State Street Global Advisors (2015-2017)Fidelity InvestmentsPresident of Asset Management and Corporate Services, and member of Executive Committee (2010–2014)Other senior leadership positionswith The Bank of New York Mellon Corporation and McKinsey & Company, Inc.•Accounting/Auditing•Business Operations•Capital Management•Corporate Governance/ESG•Financial Expertise/Literacy•Industry Experience•International•Investment Markets•Other Recent Public Company Board Experience•Public Company Executive Experience•Regulatory/Risk ManagementPUBLIC COMPANY BOARD EXPERIENCE State Street Corporation, since 2019 (Chairman since 2020) • Accounting/Auditing• Business Operations• Capital Management• Corporate Governance/ESG• Financial Expertise/Literacy• Industry Experience• International• Investment Markets• Other Public Company Board Experience• Public Company Executive Experience• Regulatory/Risk Management2023 UNUM GROUP PROXY STATEMENT | 28 Additional Current DirectorAs noted in Item 1 of the "Items to be Voted On" on page 105, Mr. Shammo will not stand for re-election at the 2023 Annual Meeting.
Director since 2015Age: 61at Annual MeetingIndependent DirectorCOMMITTEES•Audit•Regulatory ComplianceFrancis J. Shammo CAREER EXPERIENCE QUALIFICATIONS Stonepeak Infrastructure PartnersConsultant, since 2019Verizon Communications, Inc.EVP and CFO (2010–2016)President and CEO, Verizon Telecom and Business (2010)President – Wireline (2009–2010)Other executive positionswith Verizon and its predecessor, which he joined in 1989•Accounting/Auditing•Business Operations•Capital Management•Financial Expertise/Literacy•International•Other Recent Public Company Board Experience•Public Company Executive Experience•Regulatory/Risk Management•Technology/Digital TransformationPUBLIC COMPANY BOARD EXPERIENCE Prior board service: Avis Budget Group Inc. (2018-2020) • Accounting/Auditing• Business Operations• Capital Management• Financial Expertise/Literacy• International• Other Public Company Board Experience• Public Company Executive Experience• Regulatory/Risk Management• Technology/Digital Transformation2023 UNUM GROUP PROXY STATEMENT | 29 2022 UNUM PROXY STATEMENT27Summary of Director Nominee Qualifications and ExperienceThis table provides a summary view of the key qualifications and attributes of each director nominee. The absence of a designation does not mean a director does not possess that qualification or attribute.
*Tenure and age calculated as of the 20222023 Annual Meeting. Tenure is rounded to the nearest year and calculated from date of first election.2820222023 UNUM GROUP PROXY STATEMENT | 30 INFORMATION ABOUT THE BOARD OF DIRECTORSOur corporate governance guidelines provide that a majority of the Board will be independent. For a director to be considered independent, the Board must determine the director has no material relationship with our company, and the director must meet the requirements for independence under the listing standards of the New York Stock Exchange (NYSE). The Board has also determined certain categories of relationships are not considered to be material relationships that would impair a director’s independence. These independence standards are listed in our corporate governance guidelines, which are available on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com.The Governance Committee reviews information about the directors’ relationships and affiliations that are germane to an assessment of their independence and makes recommendations to the Board as to the independence of the directors. In making independence determinations, the Board considers all relevant facts and circumstances. In this regard, the Board considered that each of the non-employee directors (other than Mr. Keaney), or one of their immediate family members, is or was during the last three fiscal years a director, trustee, advisor, or executive or served in a similar position at another business that had dealings with our company during those years. In each case, these have been ordinary course dealings (e.g., where the other business obtains insurance policies from us or we acquire, dispose or receive interest on security investments or make payments for trustee, depository and commercial banking business relationships) involving amounts less than 1% of both our and the other business’ total consolidated revenues for such fiscal year or in which the director's interest arose only from his or her position as a director of the other business. None of our non-employee directors, or any of their immediate family members, is or was during the last three fiscal years, a director, executive, or employee of a charitable organization or university that received contributions from us (other than non-discretionary matching contributions) in excess of $120,000 in any one fiscal year.Based on a review of the findings and recommendations of the Governance Committee and applying the standards described above, the Board has determined Mr. Bunting, Ms. Cross, Ms. DeVore, Mr. Echevarria, Ms. Egan, Mr. Kabat, Mr. Keaney, Ms. King, Ms. Larson, Mr. O’Hanley and Mr. Shammo are independent directors.Mr. McKenney, our President and CEO, is not an independent director.Director CompensationThe Human Capital Committee (the(as used in this section, the "Committee") reviews our non-employee director compensation annually and makes recommendations for any adjustments to the Board as appropriate.BenchmarkingWith the assistance of its independent third-party compensation consultant, Pay Governance LLC, the Committee reviews peer group data to understand market practices for director compensation.Our non-employee director compensation is compared to that of companies in two groups: (1) the Proxy Peer Group described beginning on page 7475 of this proxy statement; and (2) a general industry sample, which consisted of 122119 companies for the Committee review held in December 2021.November 2022. The Committee believes the companies in the general industry sample provide an additional appropriate comparisonscomparison given that their market capitalizations and revenues are well aligned with those of the company (data below as of December 2020)2021):Market capitalizations•Revenues ranging from $5.8$5.3 billion at the 25th percentile to $20.4 billion at the 75th percentile (compared to Unum market capitalization of $4.7 billion); andRevenues ranging from $4.7 billion at the 25th percentile to $11.9$15.9 billion at the 75th percentile (compared to Unum revenues of $13.2$12.0 billion).2022 UNUM PROXY STATEMENT29INFORMATION ABOUT THE BOARD OF DIRECTORSmarket.market from which we recruit experienced directors. The Committee uses the approximate median of these groups as a reference point for setting director compensation.The Committee's consultant provided its annual analysis of non-employee director compensation at the December 2021November 2022 Committee meeting. At that time, director compensation was slightly abovebelow the Proxy Peer Group median. Based on this review, the Committee’s consultant did not recommend anyCommittee adopted the consultant's recommendation that the annual cash retainer be increased by $5,000 and the annual equity award be increased by $15,000. This is the first change to our non-employee director compensation program since 2019. These changes to cash or equity retainers.Elements of Non-Employee Director Compensation in 2021Non-employee directors receive cash retainers and equity awards as outlined in the following table:NON-EMPLOYEE DIRECTOR COMPENSATION2021 PayAll DirectorsAnnual cash retainer$120,000Annual restricted stock unit award160,000Committee ChairsAdditional annual cash retainer25,000Board ChairmanAdditional annual cash retainer (paid 50% in cash and 50% in equity for 2021)225,000NON-EMPLOYEE DIRECTOR COMPENSATION 2022 Pay ($) 2023 Pay ($) All Directors Annual cash retainer 120,000 125,000 Annual restricted stock unit award 160,000 175,000 Committee Chairs Additional annual cash retainer 25,000 25,000 Board Chairman Additional annual cash retainer (paid 50% in cash and 50% in equity) 225,000 225,000 For new Board members, these amounts are prorated for partial-year service based on the date of election to the Board. Amounts may be deferred at the election of each director for payment in company common stock at a future date. Directors deferring cash compensation receive a number of deferred share rights equal to the number of whole shares of common stock that could be purchased for the deferred amount, based on the closing price of a share of common stock on the date the cash compensation would otherwise be payable.2023 UNUM GROUP PROXY STATEMENT | 31 Directors’ expenses for attending Board and committee meetings, or other meetings relating to company business, are paid by the company. Directors are eligible to participate in our employee matching gifts program. Under this program, we match up to $10,000 each year for eligible gifts to nonprofit organizations. Directors can also elect to contribute to the Unum Political Action Committee (PAC) through a deduction from their annual fees earned. For those who choose to make a contribution to the Unum PAC and take advantage of the matching contribution feature, the company will make a matching contribution to the qualifying charity of the Board member's choice up to the $10,000 matching gift limit.Mr. McKenney is employed by the company and receives no additional compensation for his Board service.20212022 CompensationOur Board compensation year starts at each Annual Meeting and runs to the next Annual Meeting. The annual Board and committee chair cash retainers and restricted stock unit awards are paid/granted annually in advance. The additional retainer for the Board Chairman is paid in the form of 50% cash and 50% equity.restricted stock units. The following table provides details of the compensation of each person who served as a non-employee director during 2021.302022 UNUM PROXY STATEMENT2022.Table of ContentsNON-EMPLOYEE DIRECTOR COMPENSATION Fees Earned or Paid in Cash(1)Stock Awards(2)All Other Compensation(3)Total ($) ($) ($) ($) Theodore H. Bunting, Jr. 145,000 159,995 5,000 309,995 Susan L. Cross 119,996 159,995 10,000 289,991 Susan D. DeVore 120,000 159,995 10,000 289,995 Joseph J. Echevarria 144,995 159,995 — 304,990 Cynthia L. Egan 145,000 159,995 10,000 314,995 Kevin T. Kabat 232,500 272,509 — 505,009 Timothy F. Keaney 145,000 159,995 5,000 309,995 Gale V. King 147,284 196,376 10,000 353,660 Gloria C. Larson 145,000 159,995 10,000 314,995 Ronald P. O'Hanley 119,996 159,995 10,000 289,991 Francis J. Shammo 120,000 159,995 10,000 289,995 INFORMATION ABOUT THE BOARD OF DIRECTORSNON-EMPLOYEE DIRECTOR COMPENSATION Fees Earned or
Paid in Cash(1)Stock Awards(2) All Other
Compensation(3)Total Theodore H. Bunting, Jr. $145,000 $160,012 $5,000 $310,012 Susan L. Cross 120,010 160,012 10,000 290,022 Susan D. DeVore 120,000 160,012 10,000 290,012 Joseph J. Echevarria 145,001 160,012 — 305,013 Cynthia L. Egan 145,000 160,012 10,000 315,012 Kevin T. Kabat 232,500 272,515 — 505,015 Timothy F. Keaney 145,000 160,012 — 305,012 Gale V. King(4) — — — — Gloria C. Larson 145,000 160,012 10,000 315,012 Ronald P. O'Hanley 120,000 160,012 10,000 290,012 Francis J. Shammo 120,000 160,012 10,000 290,012 (1)Amounts represent retainers, including for service as Board Chairman and committee chairs, which were paid in 2021, either in cash or deferred shares, for 2021/2022 Board service. (1)Amounts represent retainers, including for service as Board Chairman and committee chairs, which were paid in 2022, either in cash or deferred shares, for 2022/2023 Board service. Ms. King's amount also includes a prorated retainer for her 2021/2022 Board service from the time she joined the Board on March 4, 2022 until the annual meeting in 2022.2021 for the 2020 contribution or in 2022 for the 2021 contribution or in 2023 for the 2022 contribution).Ms.Messrs. Echevarria and O'Hanley and Mses. Cross and Mr. EchevarriaKing each elected to defer their cash retainers, which were converted to deferred share rights with the value reflected in the table.(2)On May 26, 2022, each then-serving non-employee director was granted 4,448 restricted stock units (RSUs) under our 2022 Stock Incentive Plan. Mr. Kabat was granted an additional 3,128 RSUs for his service as Board Chairman. Additionally, upon her appointment to the Board, Ms. King received a prorated grant of 1,322 RSUs for her 2021/2022 Board service. The amounts shown are the grant date fair market values of these RSUs.(2)On May 27, 2021, each then-serving non-employee director was granted 5,170 restricted stock units (RSUs) under our Stock Incentive Plan of 2017. Mr. Kabat was granted an additional 3,635 RSUs for his service as Board Chairman. The amounts shown are the grant date fair market values of these units.2023 UNUM GROUP PROXY STATEMENT | 32 We account for stock-based payments under the requirements of Financial Accounting Standards Board (FASB) ASC Topic 718 "Compensation - Stock Compensation" (ASC 718). A complete discussion of the assumptions made as well as the financial impact of this type of compensation can be found in Notes 1 and 11 of the Consolidated Financial Statements in Part II, Item 8 of our Form 10-K for the year ending December 31, 2021.The following table provides details of the unvested RSUs, including dividend equivalent units credited as additional RSUs held by each non-employee director as of December 31, 2021.2022. Although director RSU awards historically accrued dividend equivalents credited as additional RSUs, beginning with the May 26, 2022 grant, dividends on these RSUs are accrued in cash and paid at the same time that the underlying RSUs vest. Ms. King's prorated RSU grant from 2021/2022 Board service, including dividend equivalent units credited as additional RSUs, are included in the table below. Deferred share rights are fully vested and not reflected in the table below.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. 5,293 Kevin T. Kabat 9,015 Susan L. Cross 5,293 Timothy F. Keaney 5,293 Susan D. DeVore 5,293 Gloria C. Larson 5,293 Joseph J. Echevarria 5,293 Ronald P. O'Hanley 5,293 Cynthia L. Egan 5,293 Francis J. Shammo 5,293 (3)The amounts shown represent the company’s matching gifts resulting from the directors’ charitable gifts. The Unum PAC matching gifts elections are reflected for those who chose to make a contribution to the Unum PAC during 2020 and chose to take advantage of the matching contribution feature during 2021. For those who made a Unum PAC contribution during 2021 and elected to have their Unum PAC contribution matched, the match will be made in 2022 and reflected in the Non-Employee Director Compensation table next year.(4)Ms. King joined the Board effective March 4, 2022 and therefore did not receive any compensation during 2021.2022 UNUM PROXY STATEMENT31Director 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. 4,448 Timothy F. Keaney 4,448 Susan L. Cross 4,448 Gale V. King 5,804 Susan D. DeVore 4,448 Gloria C. Larson 4,448 Joseph J. Echevarria 4,448 Ronald P. O'Hanley 4,448 Cynthia L. Egan 4,448 Francis J. Shammo 4,448 Kevin T. Kabat 7,576 Table(3)Amounts represent the company’s matching gifts resulting from the directors’ charitable gifts. The Unum PAC matching gifts elections are reflected for those who chose to make a contribution to the Unum PAC during 2021 and chose to take advantage of Contentsthe matching contribution feature during 2022. For those who made a Unum PAC contribution during 2022 and elected to have their Unum PAC contribution matched, the match will be made in 2023 and reflected in the Non-Employee Director Compensation table next year.INFORMATION ABOUT THE BOARD OF DIRECTORSDirector Stock Ownership and Retention RequirementsEach non-employee director is required to own Unum equity securities with an aggregate value of five times the director’s annual cash retainer (for a total current ownership requirement of $600,000)$600,000, increasing to $625,000 in May 2023). New directors have five years from the date of their election to meet the ownership requirement.Non-employee directors are required to retain 100% of the shares they receive as director compensation until their ownership requirement is met and must thereafter continue to meet the ownership requirement after giving effect to any proposed disposition of shares.The Committee annually reviews each director’s stock ownership level. If a director does not reach his or her ownership requirement within the time period provided, the Committee will determine whether action is appropriate. For purposes of calculating stock ownership, the greater of the spot price or the preceding 12-month average closing stock price is used to reduce volatility in outcomes. As of December 31, 2021, each2022, 10 of the 1011 non-employee directors serving on the Board at that time met the ownership requirement. The only director who had not met the ownership requirement as of year-end 2022 joined the Board within the past five years and is expected to meet the ownership requirement within the applicable time period.3220222023 UNUM GROUP PROXY STATEMENT | 33 Corporate Governance GuidelinesThe Board of Directors has adopted corporate governance guidelines on a number of significant matters, including director selection and independence, director responsibilities, Board leadership, and management succession. The corporate governance guidelines are available on our investor relations website under the "Corporate Governance""Governance" heading at www.investors.unum.com. The Governance Committee regularly reviews developments in corporate governance and recommends updates to the corporate governance guidelines and other documents as necessary or appropriate in response to regulatory requirements and evolving practices.Board Leadership StructureKevin T. Kabat serves as non-executive Chairman of the Board and Richard P. McKenney serves as President and CEO of the company. As the non-executive Chairman, Mr. Kabat is also deemed the Lead Independent Director and, as such, has the responsibilities outlined in our corporate governance guidelines, including:•Presiding at all meetings of the Board, including executive sessions of the non-management and independent directors;•Communicating actions/issues arising from executive sessions to the CEO, as appropriate;•Authority to call meetings of the independent directors;•Authority to approve meeting schedules, agendas and information provided to the Board;•Advising the Board on Board development, including Board and committee leadership succession planning;•Unless otherwise determined by the Board, meeting with each director to evaluate the Board and committees and reporting this evaluation to the Governance Committee;•When requested by the independent directors, hiring advisors to the independent directors, to be paid by the company;•Receiving, through the Corporate Secretary, communications from shareholders seeking to communicate with the Board;•Serving as a liaison to the independent directors; and•If requested by major shareholders, ensuring he is available for consultation and direct communication.The Board believes the current leadership structure provides significant independent oversight of management, as Mr. McKenney (our CEO and an employee of the company) is the only member of the Board who is not an independent director. The Board holds executive sessions, without management present, at each regularly scheduled in-person Board meeting. In 2021,2022, the independent directors met alone in executive session five times, and each session was chaired by Mr. Kabat.Our bylaws and corporate governance guidelines allow the offices of Chairman and CEO to be filled by the same or different individuals. This allows the Board flexibility to select the appropriate leadership for our company based on a number of factors, including the specific needs of the business and what best serves the company and shareholders at a given time. The independent directors of the Board will continue to review the Board’s leadership structure periodically and may modify this structure from time to time as they determine appropriate and in the best interests of the company and shareholders.20222023 UNUM GROUP PROXY STATEMENT 33 | 34Board Meetings and AttendanceThe Board of Directors met six five times during 2021. 2022. Depending upon committee assignments, a director generally had 14 to 2120 meetings to attend in 2021.2022. Average director attendance at Board and committee meetings was 98%99%, and each incumbent director attended at least 94%86% of the total number of meetings of the Board and committees on which he or she served during the period of the director’s service in 2021. 2022.Directors are expected to attend Annual Meetings. All current directors serving on the Board at the time of the 20212022 Annual Meeting attended that meeting.Committees of the BoardThe Board of Directors has five standing committees: Audit, Risk and Finance, Governance, Human Capital, and Regulatory Compliance. Each committee has a charter available on our investor relations website under the "Corporate Governance""Governance" heading at www.investors.unum.com. In addition to the duties contained in their respective charters (some of which are listed under "Committee Responsibilities" below), each committee may be assigned additional tasks by the Board, and each is charged with reporting its activities to the Board.BOARD MEMBERS AND COMMITTEES Audit Risk & Finance Governance Human Capital 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 • Gale V. King(1) • • Gloria C. Larson Chair • Richard P. McKenney Ronald P. O'Hanley • • Francis J. Shammo • • 2021 Committee Meetings 8 7 4 6 4 Audit Risk & Finance Governance Human Capital Regulatory
ComplianceTheodore 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 ● Gale V. King ● ● Gloria C. Larson Chair ● Richard P. McKenney Ronald P. O'Hanley ● ● Francis J. Shammo(1)● ● 2022 Committee Meetings 9 6 4 5 5 (1) As noted in Item 1 of the "Items to be Voted On" on page 105, Mr. Shammo will not stand for re-election at the 2023 Annual Meeting.(1)Ms. King joined the Board of Directors effective March 4, 2022 and will begin service on the Human Capital Committee and Risk and Finance Committee effective May 1, 2022.2023 UNUM GROUP PROXY STATEMENT | 35 342022 UNUM PROXY STATEMENTCOMMITTEE RESPONSIBILITIESListed below are certain areas of responsibilities for the Board's committees. For a complete listing of each committee's responsibilities, please refer to their charters located on our investor relations website under the "Governance" heading at www.investors.unum.com.Listed below are certain areas of responsibilities for the Board's committees. For a complete listing of each committee's responsibilities, please refer to their charters located on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com.Audit Committee(1)•Audit Committee(1)● Assists the Board in its oversight of the integrity of the company's financial statements and related disclosures and the effectiveness of the company's internal control over financial reporting. •●Evaluates the qualifications, independence, and performance of the company's independent auditors, and has the sole authority to appoint and, if necessary, replace the company’s independent auditors. •●Oversees the company's internal audit function. •●Assists the Board in its oversight of the financial risks of the company. •●Oversees the company's compliance with legal and regulatory requirements within the scope of the Audit Committee's responsibilities. •●A more complete description of the responsibilities of the Audit Committee is included in the "Report of the Audit Committee" on page 48.50.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. •●Develops and recommends to the Board our corporate governance guidelines. •●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 and monitors the effectiveness of the company's sustainability program, including strategy and key initiatives concerning environmental, social, and governance (ESG) matters.matters, and annually reviews the company's ESG report.● Advises the Board and other committees regarding ESG 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. •●Reviews and takes into consideration the results of any shareholder votes on executive compensation, including the results of the most recent shareholder advisory vote on executive compensation. •●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, including but not limited to talent management, inclusion and diversity, employee engagement and well-being, workplace environment and corporate culture, 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. 20222023 UNUM GROUP PROXY STATEMENT 35 | 36Risk 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)(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 (including Ms. King when she begins her committee service on May 1, 2022) meet the independence requirements of the NYSE for directors and compensation committee members and our corporate governance guidelines and are "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934.(4)All members of the Regulatory Compliance Committee meet the independence requirements of our corporate governance guidelines.(5)All members of the Risk and Finance Committee (including Ms. King when shebegins her committee service on May 1, 2022) meet the independence requirements of our corporate governance guidelines.Limits on Board and Audit Committee ServiceWhile we recognize that Boardmeet the independence requirements of the SEC and the NYSE and our corporate governance guidelines. All four members benefit from service onof the boardsAudit Committee are "audit committee financial experts" under SEC regulations, and are "financially literate" as required by the NYSE.(2)All members of other companiesthe Governance Committee meet the independence requirements of the NYSE and such service is encouraged,our corporate governance guidelines.(3)All members of the Board believes it is critical thatHuman Capital Committee meet the independence requirements of the NYSE for directors be able to dedicate sufficient time to their service onand compensation committee members and our Board. To that end, exceptcorporate governance guidelines and are "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934.(4)All members of the Regulatory Compliance Committee meet the independence requirements of our CEO, no director may serve on more than three public company boards in addition tocorporate governance guidelines.(5)All members of the Risk and Finance Committee meet the independence requirements of our Board, or on more than two audit committees of public companies in addition to our Audit Committee. The company's CEO may not serve on more than one public company board in addition to our Board.The Board’s Role in Risk OversightThe Board has an active role, as a whole and also at the committee level, in overseeing management of the company’s risks. The Board is responsible for managing strategic risk, and it regularly reviews information regarding our capital, liquidity and operations, as well as the risks associated with each. The Risk and Finance Committee is responsible for oversight of the company’s enterprise risk management program, including financial risk, and operational risk, and receives a report on these activities at least quarterly. The Risk and Finance Committee is also responsible for overseeing risks associated with investments, capital and financing plans and activities, and related financial matters, including those pertaining to our Closed Block segment, and any other risks not specifically allocated to another committee for oversight. In addition, the Risk and Finance Committee oversees risks arising under our information security and business resiliency programs, including cybersecurity, disaster recovery, and business continuity risks, although other committees oversee cyber-related operational risks as necessary to carry out their responsibilities. The Audit Committee is responsible for oversight of financial risk and continues to fulfill its NYSE-mandated responsibility to discuss guidelines and policies with respect to the process by which the company undertakes risk assessment and risk management. The full Board also takes an active role in overseeing cybersecurity risk, which has included participation in a progressive, cyber incident362022 UNUM PROXY STATEMENTBOARD AND COMMITTEE GOVERNANCEtabletop exercise with senior management and third-party experts to increase preparedness for a potential data breach. The Human Capital Committee is responsible for overseeing the management of risks relating to our compensation plans and programs and, as more fully described below, receives an annual report from the company’s Chief Risk Officer about these risks. The Regulatory Compliance Committee oversees management of risks related to regulatory, compliance, policy and legal matters, both current and emerging and whether of a local, state, federal or international nature. The Governance Committee assists the Board in implementation and oversight of the company's corporate governance policies and advises the Board on corporate governance matters and risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks in addition to the risk information it receives directly.2023 UNUM GROUP PROXY STATEMENT | 37 Compensation RiskEach year, the company’s Chief Risk Officer, in consultation with the Human Capital Committee, undertakes a risk assessment of our compensation programs and practices. This year’s process included the following steps:•Review of the overall design and philosophy of the company’s incentive compensation programs, including any proposed changes;•Receive reports from incentive program owners on risk assessment and management;•Review and assessment of the 20212022 annual incentive program and long-term incentive program performance measures for alignment with actual business results;•Identification of fundamental principles to test, including the SEC’s non-exclusive list of situations where compensation programs may have the potential to raise material risks to the company;•Assessment of the incentive programs in light of the company’s primary risks (as disclosed in the company’s 20212022 Form 10-K) and the company’s annual financial and capital plans; and•Review reports to the Human Capital Committee regarding incentive compensation programs.Based on this assessment, the following conclusions were reached by the Chief Risk Officer and presented to the Human Capital Committee:•The company’s incentive program targets, thresholds, caps, metric weightings and payout curves are effective control mechanisms;•The incentive plans are balanced and align the long-term interests of stakeholders and management;•The program’s goals are effectively balanced and consistent with the risk levels embedded in the company’s financial and capital plans; and•All potential awards are subject to Human Capital Committee discretion, and the company has a recoupment policy in place in the event of a material earnings restatement.Accordingly, our Chief Risk Officer and the Human Capital Committee do not believe the company’s compensation programs create risks reasonably likely to have a material adverse effect on the company, and the programs fall within the range of the company's risk appetite.Oversight of Cybersecurity and ESGThe Risk and Finance Committee oversees the company's information security program, which includes controls and procedures for monitoring, reporting, managing, and remediating cyber threats and is designed to protect the confidentiality, integrity and availability of all data the company owns or possesses. The company's Chief Information Security Officer (CISO) manages the program, with collaboration across the company’s businesses and functions. The CISO and the company's Chief Digital and Information Officer present updates quarterly to the Risk and Finance Committee and at least annually to the full Board. They also promptly inform and update the Risk and Finance Committee and the Regulatory Compliance Committee about any information security incidents that are determined to potentially pose significant risk to the company or require regulatory reporting. In conjunction with committee oversight, the full Board takes an active role in overseeing cybersecurity risk, which has included participation in a progressive, cyber incident tabletop exercise with senior management and third-party experts to increase preparedness for a potential data breach. Board members have also participated in a follow-up tabletop exercise that was conducted by senior management to enhance and refine the company's cyber incident response management plans and processes.In addition to a focus on cybersecurity, as part of oversight of the company's strategic direction and risk management, Board members monitor progress on Unum's ESG strategies and initiatives. Discussions with senior management focus on the rapidly changing landscape, opportunities for leadership, and execution against strategic goals and priorities. The Governance Committee oversees and monitors the effectiveness of the2023 UNUM GROUP PROXY STATEMENT | 38 company's sustainability program, including strategy and key ESG initiatives, although other Board committees regularly discuss and oversee specific ESG matters within their areas of responsibility, such as investments, climate change, public policy, inclusion and diversity, corporate culture, employee engagement, and corporate social responsibility. The Governance Committee receives quarterly reports concerning progress against corporate sustainability priorities and reviews annually the company's ESG report prior to publication. Board members also seek to understand investor and stakeholder expectations regarding ESG-related issues.Director Retirement PolicyOur bylaws do not allow any person to serve as a director beyond the date of the Annual Meeting of Shareholders immediately following his or her 75th birthday.2022 UNUM PROXY STATEMENT37BOARD AND COMMITTEE GOVERNANCEDuring 2021, Ms.2022, Mses. Egan and King and Messrs. Bunting, Kabat, and O'Hanley each served as a member of our Human Capital Committee. None of the members has served as an officer of the company, and during 20212022 none of the members was an employee of the company. None of our executive officers served as a member of a board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Human Capital Committee.Related Party Transactions and PolicyThe Board has adopted a written policy concerning related party transactions. This policy covers any transaction in which the company was or is to be a participant and the amount involved exceeds $120,000, and in which any related party had or will have a direct or indirect material interest. A "related party" means any of our directors, director nominees, executive officers, persons known to us to beneficially own more than 5% of our outstanding common stock, and any of their respective immediate family members, and any entity in which any of these persons has an interest as an employee, principal or 10% or greater beneficial owner or other material financial interest.Prior to entering into a transaction that may be viewed as a related party transaction, the related party is responsible for notifying our general counsel of the facts and circumstances of the transaction. If the general counsel determines the proposed transaction is a related party transaction, it is submitted to the disinterested members of the Audit Committee for consideration at the next Committee meeting (or to the chair of the Committee if it is not practical to wait until the next meeting and the chair is not a related party to the transaction). The Committee considers all relevant facts and circumstances, including the benefits to the company, if the related party is an independent director or nominee, the potential effect of entering into the transaction on the director’s or nominee’s independence, any improper conflict of interest that may exist, the availability of other sources for the products and services, the terms of the transaction, and the terms available from or to unrelated third parties generally.The transaction may be approved if it is determined in good faith not to be inconsistent with the best interests of the company and shareholders. Based on these procedures, the Committee approved the related party transaction described below. Certain types of transactions are deemed to be pre-approved by the Audit Committee, including executive officer and director compensation arrangements approved by the Board of Directors or the Human Capital Committee, indemnification payments and any transaction between the company and any entity in which a related party has a relationship solely as a director, less than 10% equity holder, or employee (other than an executive officer), or all of these relationships.Transactions with Related PersonsFor a portionThe company has not engaged in any related party transactions since the beginning of 2021, the company employed Charlene Glidden, who served as Vice President, Transformation Office Leader and is the sister-in-law of Michael Q. Simonds, the company's Executive Vice President, Chief Operating Officer. Before leaving the company in May 2021, Ms. Glidden received compensation of approximately $283,732 and participated in compensation and benefit arrangements generally applicable to similarly situated employees. Ms. Glidden did not report within Mr. Simonds' organization, and he was not involved in decisions concerning her compensation.2022.3820222023 UNUM GROUP PROXY STATEMENT | 39 Codes of Conduct and EthicsThe Board has adopted a Code of Conductestablishing certain business practices and ethics applicable to all of our directors, officers and employees. Our Code guides employees on how to abide by the company's principles and access the resources available to address any ethical issues that arise. We provide online and toll-free access to report ethical issues confidentially, conduct annual training and offer self-service access to a variety of educational materials related to issues covered in our Code. The Board has also implemented a separate Code of Ethics applicable to our CEO and certain of our senior financial officers.We expect all employees and officers of Unum to abide by the principles and policies set forth in our codes. Both of these codes are available on our investor relations website under the "Corporate Governance""Governance" heading at www.investors.unum.com. In the event we amend or waive any of the provisions of our codes applicable to our directors or executive officers, we intend to disclose them on this website to the extent required by SEC or NYSE rules.Unum continuously strives to operate with the highest standard of excellence and fully understands that integrity and trust are central to all we do to support our customers and employees. This commitment was recognized externally for a third year, as Unum was named one of the World's Most Ethical Companies in both 2021 and 2022 by The Ethisphere Institute, a nonprofit that defines and measures corporate ethical standards.20222023 UNUM GROUP PROXY STATEMENT 39 | 40Shareholder EngagementIn line with our commitment to open communication and transparency, a robust shareholder engagement process occurs throughout the year.Our investor relations team maintains an open dialogue with the financial community, including our current shareholders. Quarterly earnings reports provide an opportunity to update the financial markets on the most recent financial results as well as strategy, capital management plans, and our outlook. The day after each quarterly earnings release, our executive management team, including the CEO, CFO and COO, hosts a conference call with the investment community with prepared comments on our results as well as a question and answer session. 
After each quarterly release of earnings, the
The investor relations team and executive management regularly participate in several financial services related conferences hosted by sell-side analysts or investment banking firms. During these sessions, we communicate with investors and shareholders, as well as investment analysts, in small group sessions and/or through management presentations. We also reach out to existing and prospective shareholders over the course of each quarter. Investors and shareholders are also invited to contact the investor relations team directly with questions regarding the company’s results and strategy. In the late summer and early fall, representatives from our investor relations, legal and human resources teams invite our top shareholders to engage, which in 20212022 represented approximately 60% of our outstanding shares. The focus of these meetings is to discuss our business strategy, governance process and compensation practices, as well as to learn about any other topics that are important to our shareholders. During 2021, four2022, seven shareholders, representing approximately 10%25% of our outstanding shares, accepted our invitation for engagement. Shareholders representing approximately 26%20% of outstanding shares responded that a meeting was not necessary. Our independent Human Capital Committee Chair joined twothree of these meetings. In addition to shareholders, we also met with one proxy advisory firm to provide an update on our shareholder engagement efforts and gain further insight into their views on our compensation and governance practices and disclosures. Overall, these communications promote greater engagement with our shareholders on various corporate governance issues and provide a forum to share perspectives on our policies and practices. We also extended an invitation for engagement with two proxy advisory firms. Both firms declined a meeting indicating that they had no questions or overriding concerns with our corporate governance and executive compensation practices.
4020222023 UNUM GROUP PROXY STATEMENT | 41 
During the winter, we review the feedback we received during the shareholder meetings with both our Governance and Human Capital Committees, as well as with the full Board, and use it to enhance proxy disclosures and consider any recommended governance and compensation changes prior to the next Annual Meeting. Following our Annual Meeting in the spring, we review our shareholder voting results, consider compensation and governance trends and current best practices, and conduct follow-up meetings with shareholders to address any issues. The company historically holds an annual investor outlook meetingmeetings to discuss our financial and capital plans for the coming year, and to update the financial community on our strategy. Most recently, the company held a virtualan outlook meeting on February 25, 2022;23, 2023; presentation materials related to that meeting may be found on the company's investor relations website under the "SEC Filings" heading at www.investors.unum.com or on the SEC’s website at www.sec.gov.For additional information on feedback we received from our shareholders during our outreach efforts, refer to page 7.7.20222023 UNUM GROUP PROXY STATEMENT 41 | 42Environmental, Social and Governance MattersWe provide a critical financial safety net for millions of people, a fact that drives us to deliver for those who count on us. This focus on doing the right thing guides our approach to sustainability and social responsibility. Unum has a long tradition of engaging with shareholders, customers, employees, suppliers and communities on a variety of environmental, social and governance (ESG) matters.In 2021,2022, we continued to strengthen and mature our governance and disclosure of ESG matters, building on theour most recent comprehensive sustainability assessment finalized in 2020.assessment. This included evaluating additional emerging risks to our business, including climate change, as well as increased regulatory focus on ESG issues. We also refreshedupdated our Code of Conductinclusion and diversity strategy and further refined our approach to reflect the current environment and evolving industry standards, and we continue to integrateintegrating ESG factors into our investment decisions.The Governance Committee of the Board provides oversight and guides the company's sustainability strategy and initiatives. StrategicThey are responsible for monitoring the effectiveness of our sustainability program, including strategy and key initiatives and meet quarterly to review progress. This committee also provides guidance is also provided by a Sustainability Steering Council comprised of senior officers, while a companion Sustainability Working Council of representatives from across the company provides oversight of specific initiatives.Through this oversight, our corporate sustainability strategic framework provides a consistent approach to our ESG efforts, with goals focused on:•Inclusive products and services;•Responsible investment decisions; and•Reducing our impact on the environment.By implementing business strategies that align ESG issues with key economic drivers, we strive to create long-term value for investors, customers and our employees while benefiting our suppliers and the communities in which we operate.We have also released a more comprehensive report of our progress. Our ESG report is available at www.unum.com/about/responsibility.The Board's Role in ESGAs part of their oversight of the company's strategic direction and risk management, Board members monitor progress on Unum's ESG strategies and initiatives. Discussions with senior management focus on the rapidly changing landscape, opportunities for leadership, and execution against strategic goals and priorities.The Board is committed to promoting the development of a strong corporate culture that reflects our customers and home communities. The Governance Committee is responsible for oversight of the ESG program and strategy, although other Board committees regularly discuss and oversee specific areas of investments, climate change, public policy, inclusion and diversity, corporate culture, employee engagement, and corporate social responsibility.The Board also seeks to understand investor and stakeholder expectations, and the impact of Unum's business operations on these and other ESG-related issues.422022 UNUM PROXY STATEMENTOTHER GOVERNANCE MATTERSWe work to maintain a sound governance framework rooted in a culture of integrity and responsiveness to the long-term interests of our shareholders. Shareholder perspectives are valued by the Board and management as they consider the current governance landscape and shape our practices to keep pace with, if not stay ahead of, best practices. We list many of our governance practices on page 8.This commitment to good governance was recently recognized externally, as Unum was once again named one of the World's Most Ethical Companies in 20222023 by The Ethisphere, Institute, a nonprofit that defines and measures corporate ethical standards. This is our third consecutive year receiving this honor.
CODE OF CONDUCTIntegrity and doing the right thing are embedded in our culture. Our Code of Conduct is a roadmap of nine principles for doing the right thing every time for our company, our customers, our colleagues and ourselves. It guides employees on how to abide by Unum's principles and access the resources available to address any ethical issues that may arise. We Are Unum is a collection of guiding statements that outline our expectations of employees and the commitments we make to them in return. We recently refreshed our Code of Conduct to reflect the current environment and evolving industry standards.2023 UNUM GROUP PROXY STATEMENT | 43 RESPONSIBLE INVESTINGInvestment decisions on our $46 billion portfolio represent a significant component of our societal impact. Intensive research, disciplined processes and focused portfolio construction are foundational to our commitment to reliable investing. Our philosophy is to deliver consistent long-term investment returns while keeping risks at appropriate levels so we can deliver on our promises to policyholders and stakeholders. We strive to be responsible stewards of our assets within a framework of strong governance and transparency. This includes:Becoming•Being a signatory in early 2021 to the United Nations Principles for Responsible Investment, a step that we believe demonstrates our commitment to expanded disclosure and an investment approach that more formally integrates ESG factors into our decisions.•Investing more than $700$800 million in ESG-related bonds and renewable energy projects that meet our stringent underwriting criteria.•Investing $2 billion in bonds positively impacting areas such as education, healthcare and affordable housing.Our research analysts have a strong understanding of the companies in which we invest and strive to take into account all relevant factors that contribute to informed investment decisions.PRIVACY AND CYBERSECURITYUnum employs security measures designed to protect the confidentiality of personal information our customers entrust to us. Ongoing smart investments are designed to keep our information security program, including cybersecurity, highly effective, providing physical, technical and administrative controls in line with industry best practices.CUSTOMER EXPERIENCE•A global incident management team, which is responsible for oversight of business resiliency and for responding to threats, vulnerabilities, and incidents;•An incident response plan that is tested two or more times annually through cross-functional exercises;•Network, technical infrastructure, and application testing and surveillance;•Periodic review of threats, vulnerabilities and other cybersecurity risks, both internal and external;•Risk mitigation strategies, including internal and third-party risk assessments, as well as cybersecurity and privacy liability insurance that would defray the costs of an information security breach; and•Annual employee training programs on information security, and cybersecurity practices and protection of data against cyber threats, as well as monthly employee phishing awareness campaigns.RESPONSIBLE PRODUCTS AND ACCESS TO FINANCIAL PROTECTION BENEFITSWe help millions of people gain affordable access to disability, life, accident, critical illness, dental and vision benefits through the workplace — benefits that help them protect their families, their finances and their futures. We are focused on understanding and anticipating the evolution of the workforce so that the financial protection we provide aligns with emerging needs.We participate in public policy discussions on a variety of issues related to our business and industry. One of our primary areas of focus is advocating for greater access to financial protection benefits for workers and their families in the U.S. and U.K. This issue continues to grow in significance as governmental revenue and funding for public safety net initiatives has declined.2023 UNUM GROUP PROXY STATEMENT | 44 Our engagement in these issues includes:•Funding research on disability trends, the economic impact of financial protection benefits and consumer insurance purchasing habits;•Providing expertise to federal and state agencies related to disability benefits; and•Active participation in industry associations such as the American Council of Life Insurers.Through engagement with legislators and other public officials at the state and federal level, we educate policymakers on the importance of making financial protection benefits widely available and easy to enroll in.We monitor overall satisfaction through our customer relationship surveys and at key touchpoints during interactions with Unum. We continue to make investments in technology and our people to enhance the experience of our customers, and our goal is to continue delivering the best experience for those who rely on us for their employee benefit needs.2022 UNUM PROXY STATEMENT43OTHER GOVERNANCE MATTERSEngaging with employees, community partners and in the public discourse are key ways we work to create better places to live and work.OUR CULTURE AND HUMAN CAPITAL MANAGEMENT
WORKPLACE EXCELLENCE
Certified GreatWORKPLACE EXCELLENCEWorkplace Recognition Opportunity for All Health & Wellbeing
Great Place to Work for
the thirdfourth year in a rowOur commitment to equality has led us to be recognized as a leading employer for women, LGBTQLGBTQ+ individuals,people with disabilities and new graduates (see page 47) 48)One of 50 companies recognized Recognized
as a Best Employer for Excellence
in Health & WellbeingThe wellbeing of our employees is one of our top priorities and starts with a dynamic and welcoming workplace that embraces diversity, fosters collaboration and encourages employees to bring their best ideas to work every day. We have modernized ourOur workspaces are designed to spark greater collaboration and innovation, and introduced upgradedmodern food services and fitness amenities promote greater wellbeing for employees.We're also committed to providing the flexibility our employees need to thrive. Beginning in March 2020,As a hybrid company, we strive to capitalize on both the benefits of in-person interactions that happen at our offices and continuing throughout 2021, we operated in a primarilythe flexibility of working from home. We continue to evolve our hybrid approach to strike the right balance between in-office and remote work environment to protect the healthbest support our customers and safety of our people. In addition to providing technology and equipment to enable fully remote work, we also helped employees navigate the unique challenges of the pandemic by providing flexible work schedules and access to enhanced caregiver and mental health resources. With vaccinations generally available and virus rates stabilized in our communities, we began transitioning to a hybrid work environment in 2022 that provides employees the flexibility to split their schedules between remote and in-office work.Work-life balance is a core value of ours, and we provide access to benefits and resources that employees need to enhance their health and wellbeing. We offer comprehensive health plans, annual screenings and onsite fitness and health resource centers at our primary facilities, and programs that educate employees and help them manage chronic health issues, as well as generous retirement benefits. In 2021, we introduced new mentalMental health resources for employees and continued offering wellbeing benefits such as online fitness classes and home office-based counselors. We alsocounselors help employees address some of today's most prevalent challenges. In 2023, we expanded our parental leave program in the U.S. to eight weeks of paid leave (an increase from six weeks) for parents of newborns, or children placed through surrogacy, adoption or foster care. Our recently launched the Unum Employee Care Fund to providehas provided 31 grants to employees impacted by disasters.2023 UNUM GROUP PROXY STATEMENT | 45 Our company has a strong focus on training and professional development. All employees participate in an annual curriculum of training on our Code of Conduct (which covers a variety of topics including ethics, anti-harassment, regulatory compliance and our business practices), privacy, and information security. We also provide employees and managers a variety of training and development programs tailored to their specific roles and support the professional development of our employees through our tuition assistance program.Through engagement surveys and regular pulse checks, we monitor corporate culture and develop action plans to drive improvement in specific areas. We also seek feedback from employees through these surveys, employee town halls and other opportunities. High participation in these efforts has allowed us to track measurable improvements in engagement, inclusion and diversity and other key metrics over time.These and other steps have helped to attract and retain talent and ensureprepare our employees are well-prepared to deliver best-in-class customer service. We’re also proud to have been recognized as a great place to work by442022 UNUM PROXY STATEMENTOTHER GOVERNANCE MATTERS
CULTURAL BELONGING
EqualityDisability InclusionLeadershipCULTURAL BELONGINGDisability Inclusion Gender Equity Named a Best Place to Work
for LGBTQLGBTQ+ Equality on the
Corporate Equality Index (perfect score)
Best Employer for Diversity
by ForbesNamed by Forbes as one of the
World's Top Female Friendly Companies
and a Best Place to WorkEmployer for Disability Inclusion on the Disability Equality Index Committed to achieving gender parity in leadership by 2030 as part of the Paradigm for Parity Coalition We are committing greater resources to foster a workplace that welcomes diverse backgrounds and perspectives, and reflects our customers and our communities. Our commitment starts at the top and we set inclusion and diversity performance goals for thewith our CEO and senior leadership team. In 2021, we introduced a newteam, who incorporate inclusion and diversity (I&D) infrastructure to driveinto their individual performance plans. In 2022, Unum delivered on key priorities outlined in the company's I&D strategic plan that drives our collective responsibility for I&D at Unum. This infrastructureinclusion and diversity. Our strategy focuses on three key pillars that accelerate diversity of thought: Equitable Culture, Inclusive Teams, and a Representative Workforce. Our approach is centered around employee-led groups unified underthrough an I&D Council that sets priorities and collaboratespriorities. This council also partners with our Office of Inclusion & DiversityI&D to lead strategic, programmatic and systemic work to strengthen our culture of belonging. A variety of programming and new training opportunities are availablelaunched in 2022 was provided for all employees to learn about issues such as unconscious bias and inclusion in the workplace.Racial equity and equality are core workplace values and principles. As a company, we will continue to engage in difficult conversations to make progress, while always remaining respectful and empathetic to each other. Since launching the Unum Social Justice Fund in 2020, we have contributed more than $700,000$1 million to programs focused on systemic and policy change, training, economic justice and civic engagement. We also partner with local higher education institutions in the U.S. and U.K. to provide equitable opportunities for Black, Hispanic, Latino and socioeconomically disadvantaged students.2023 UNUM GROUP PROXY STATEMENT | 46 POSITIVELY IMPACTING OUR COMMUNITIES
COMMUNITY OUTREACH
COMMUNITY OUTREACH $ 12.3812 millionOur Caring Spirit 26,30045,000+ hours
causes in 2021 In 2021, we launched theThe CEO Community Award – A Caring Spirit – is our highest
level of recognition to honor employees who make a positive societal impactVolunteered by employees to support our communities We’re dedicated to building stronger communities in the places where we live and work. Through financial gifts and employee volunteering, we partner with community organizations to create equitable opportunities for education and workforce development and promote healthier communities. We provide paid time off for employees to volunteer at company-sponsored activities and match employee giving to qualified organizations. Through these efforts, we support dozensa variety of local charities every year.2022 UNUM PROXY STATEMENT45
We marked the tenth year of our Education Leaders Experience in Maine and South Carolina in 2022. This program offers educators a unique professional development opportunity to engage with community, business, and policy leaders. Participants learn about workforce challenges and opportunities, the economy and the critical role that education plays in sustaining economic growth. Since its inception, more than 300 educators have participated in this critical workforce development experience.OTHER GOVERNANCE MATTERSWe have committed $3 million over the next three yearsLast year, we also pledged $50,000 to humanitarian efforts through our Unum Poland business to support those who are disproportionately at risk to adverse health outcomes. This includes partners with innovative and action-oriented health and wellbeing programs such as the Yellow Tulip Project, which seeks to remove stigma around mental health, and The Hygiene Bank in the U.K.For more information about our community outreach, visit our website at www.careers.unum.com.ADVOCATING FOR FINANCIAL PROTECTION BENEFITSWe participate in public policy discussions on a variety of issues related to our business and industry. One of our primary areas of focus is advocating for greater accessUkrainian refugees. In addition to financial protection benefits for workerssupport, our colleagues in Poland collected hygiene kits, food and their families in the U.S. and U.K. This issue continuesbackpacks to grow in significance as governmental revenue and funding for public safety net initiatives has declined.Our engagement in these issues includes:Funding research on disability trends, the economic impact of financial protection benefits and consumer insurance purchasing habits;Sponsoring state legislation to encourage greater participation in financial protection benefits through employee auto-enrollment, with the option to opt out;Providing expertise to federal and state agencies related to disability benefits; andActive participation in industry associations such as the American Council of Life Insurers.Through engagement with legislators and other public officials at the state and federal level, we educate policymakers on the importance of making financial protection benefits widely available and easy to enroll in.462022 UNUM PROXY STATEMENTOTHER GOVERNANCE MATTERSWe’re committed to helping protect the valuable resources that we all depend on to support quality of life for everyone. We do that by striving to understand and effectively manage our impact on the environment. Within our facilities, we have made significant strides in several areas to measure our impact and improve efficiencies to reduce our carbon footprint, including driving energy efficiencies, paper reduction and more efficient use of space. Through technology such as videoconferencing and remote access, and workplace flexibility initiatives, we also reduce employee travel to and from the office, and between our various locations. Ongoing employee education and engagement is key to these efforts.2023 UNUM GROUP PROXY STATEMENT | 47 External RecognitionOur commitment to ESG issues has been validated by several independent organizations through various workplace, governance and ethics recognition programs, including the below.
2023 UNUM GROUP PROXY STATEMENT | 48 Risk ManagementEffectively taking and managing risks is essential to the success of our company. To facilitate this effort, we have a formal enterprise risk management (ERM) program, with the following key framework components:•Risk-aware culture and governance•Risk appetite policy•Risk identification and prioritization•Risk and capital modeling•Risk management activities•Risk reportingThe ERM program is managed by the company's Chief Risk Officer (CRO) and overseen by an executive risk management committee on which the CRO sits as a member. The CRO is supported by management committees that are responsible for identifying, measuring, reporting, and managing risks within their respective areas, consistent with our ERM framework. The CRO maintains a direct line of communication with the Risk and Finance Committee of the Board, which reviews and approves the company’s risk appetite policy as part of its responsibilities. The risk appetite policy defines the company’s approach to risk taking and guides decision-making as to the amount and types of risks we assume in fulfilling our purpose and advancing our strategy. In quarterly reports to senior management and the Risk and Finance Committee, as well as to the Audit Committee to aid its discussions on how the company undertakes risk assessment and risk management, the CRO summarizes our primary risk exposures (both existing and emerging) and assesses them against the limits and tolerances defined in our risk appetite policy. Additionally, the company’s internal audit team conducts objective assurance and advisory audits of key areas of risk, the results of which are also reported to and discussed with the Audit Committee on a quarterly basis. The Board of Directors is responsible for the oversight of strategic risk and regularly reviews information regarding our capital, liquidity, and operations, as well as the risks associated with each, including as part of annual business and financial plans that are reviewed with and approved by the Board.We assess material risks, including how they affect us and how individual risks interrelate, to effectively manage our risks. We use qualitative and quantitative approaches to assess existing and emerging risks and to develop mitigating strategies to limit our exposure to both. We utilize stress testing and scenario analysis for risk management and to shape our business, financial, and strategic planning activities. Stress testing and scenario analysis are key components of our ERM program and play an important role in monitoring, assessing, managing, and mitigating our primary risk exposures, which we evaluate over multiple time horizons.Risk identification and prioritization is an ongoing process, whereby we identify and assess our risk positions and exposures, including notable risk events. Additionally, we identify emerging risks and analyze how material future risks might affect us, and consult with outside advisors and experts to help us anticipate future threats and trends. 
2023 UNUM GROUP PROXY STATEMENT | 49 
2022 UNUM PROXY STATEMENT47The Audit Committee (in this report, the "Committee") is appointed by the Board of Directors and operates under a written charter adopted by the Board, a copy of which is available on the company’s investor relations website under the heading "Corporate Governance""Governance" at www.investors.unum.com. The Committee is comprised solely of independent directors who meet the independence requirements of the SEC and the NYSE. All members of the Committee are "financially literate" as required by the NYSE, and the Board has determined that all four current members are "audit committee financial experts" under SEC regulations.The primary purpose of the Committee is to assist the Board in its oversight of the:•Integrity of the company’s financial statements and related disclosures;•Effectiveness of the company’s internal control over financial reporting;•Compliance by the company with legal and regulatory requirements;•Qualifications, independence and performance of the company’s independent auditor;•Responsibilities and performance of the company’s internal audit function; and•Financial risks of the company.The Committee is also responsible for discussing guidelines and policies for how the company undertakes risk assessment and risk management. The Committee receives regular enterprise risk management (ERM) reports presented to the Risk and Finance Committee, as well as the Own Risk and Solvency Assessment (ORSA) summary report. The ORSA summary report provides strong evidence of the strengths of the company’s ERM framework, measurement approaches, key assumptions used in assessing our risks, and prospective solvency assessments under both normal and stressed conditions.Management is primarily responsible for the preparation, presentation and integrity of the company’s financial statements and for the reporting process, including the establishment and effectiveness of the company’s internal control over financial reporting. The company’s independent auditor is responsible for performing an independent audit of the financial statements and of the effectiveness of the company’s internal control over financial reporting in accordance with auditing standards promulgated by the Public Company Accounting Oversight Board (PCAOB). The independent auditor reports directly to the Committee, which is responsible for the appointment, compensation, retention and oversight of the work performed by the independent auditor.The Committee met eightnine times during 2021.2022. The Committee regularly held executive sessions and met separately with its independent auditor, Ernst & Young, and with the internal auditors without management present.In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management and the independent auditor matters relating to the company’s accounting and financial reporting processes, including the internal control over financial reporting; reviewed and discussed with management and the independent auditor the company’s annual and quarterly financial statements and related disclosures in reports filed with the SEC; preapproved all audit services and permissible non-audit services performed by the company’s independent auditor; reviewed and discussed with management the responsibilities and performance of the internal audit function; discussed with management policies relating to risk assessment and risk management, as well as specific financial risks; and obtained and reviewed reports concerning the company’s policies and procedures for maintaining compliance with legal and regulatory requirements. In carrying out this responsibility, the Committee also monitors whether there is appropriate external and internal auditor focus each year on the company’s IT environment and controls, which in 20212022 included internal audit plan coverage of cyber audits,data governance and protection (including cybersecurity), and information security and privacy risk as common scope elements of all audits, andas well as an annual SOC 2 assessment.4820222023 UNUM GROUP PROXY STATEMENT | 50 The company’s internal audit function, under the direction of the chief auditor, reports directly to the Committee, which is responsible for the oversight of the work performed by the internal auditors. The internal auditors are responsible for, among other matters, conducting internal audits designed to evaluate the company’s system of internal controls. The Committee received regular status reports from the internal auditors concerning the overall scope and plans for their audits. The Committee met with the internal auditors, with and without management present, to discuss their audit observations and findings, management’s responses, and their evaluation of the effectiveness of the company’s internal control over financial reporting. In 2021, a qualified, independent audit firm conducted an external quality assessment of the internal audit function and concluded that it "generally conforms" with applicable international standards, reflecting the highest rating possible. The Committee reviewed and discussed the results with the independent audit firm and the company's chief auditor.The Committee reviewed and discussed with management the company’s audited financial statements for the year ended December 31, 2021,2022, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant estimates and assumptions that could impact the amounts reported in the company’s financial statements, and the clarity of disclosures in the financial statements. The Committee reviewed and discussed with the independent auditor the overall scope and results of the independent audit and its judgments of the quality and acceptability of the company’s accounting principles. The Committee also engaged in discussions with management and the independent auditor concerning, among other matters, management’s assessment of reserve adequacy across all major business lines, which is presented to the Committee each year. The Committee discussed with the independent auditor the matters required to be discussed by applicable standards of the PCAOB.PCAOB and the Commission. Under PCAOB standards requiring discussion of critical audit matters (CAMs) in auditor reports, the independent auditor discussed with the Committee a CAM relating to the company's reserves for long-term care policy and contract benefits, which is described in the independent auditor's report on the company's 20212022 financial statements. During 2021,2022, the Committee also met and regularly discussed with management and the independent auditor emerging accounting standards and associated implementation plans.plans, including Accounting Standard Update 2018-12 issued by the Financial Accounting Standards Board. The Committee received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the auditor’s communications with the Committee concerning independence. In addition, the Committee discussed with the independent auditor matters relating to its independence, including consideration of whether the independent auditor’s provision of non-audit services to the company is compatible with the auditor’s independence.Each year, the Committee evaluates the performance of its independent auditor, including the senior audit engagement team, and considers whether to retain the current independent auditor or consider rotating the engagement to a different audit firm. In doing so, the Committee takes into consideration a number of factors, including the professional qualifications of the firm and the lead audit partner, the quality and candor of the firm’s communications with the Committee and the company, and evidence supporting the firm’s independence, objectivity, and professional skepticism. The Committee and its chair are also directly involved in the selection of the independent auditor's lead engagement partner, who is required to rotate off the engagement after five years of service. Before the current lead engagement partner assumed this role in 2019 (at that time, a candidate), Committee members held discussions with the exiting partner, the candidate, and company management concerning the candidate's experience and qualifications for the role.Based on its evaluation, the Committee has determined that the continued retention of Ernst & Young to serve as the company’s independent auditor is in the best interests of the company and its shareholders. Accordingly, the Committee appointed Ernst & Young as the company’s independent auditor for 2022.2023. Ernst & Young has served as the company’s independent auditor since the merger of Unum and Provident in 1999, and before that served at various times as the independent auditor for the company and certain predecessor companies. Although the Committee has sole authority to appoint the independent auditor, the Committee recommended that the Board of Directors seek shareholder ratification of the appointment at the Annual Meeting as a matter of good corporate governance.20222023 UNUM GROUP PROXY STATEMENT 49 | 51Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board approved, that the company’s audited financial statements for the year ended December 31, 20212022 be included in the company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.2021 Audit CommitteeTimothy F. Keaney, ChairSusan L. CrossSusan D. DeVoreFrancis J. Shammo5020222023 UNUM GROUP PROXY STATEMENT | 52 In this section, we provide an overview of our compensation philosophy and processes, and explain how the Human Capital Committee of our Board (referenced throughout this section as the "Committee") arrived at its compensation decisions for the below named executive officers (NEOs) for 2021.2022.•Richard P. McKenney, President and Chief Executive Officer•Steven A. Zabel, Executive Vice President, Chief Financial Officer•Michael Q. Simonds, Executive Vice President, Chief Operating Officer•Lisa G. Iglesias, Executive Vice President, General CounselPuneet Bhasin•Timothy G. Arnold, Executive Vice President, Chief InformationVoluntary Benefits and Digital OfficerPresident, Colonial Life20222023 UNUM GROUP PROXY STATEMENT 51 | 53Business and Performance Review20212022 PerformanceThe pandemic has reinforcedUnum’s purpose is to help the social value of our business and highlighted our already strong value proposition with customers and brokers. Asworking world thrive throughout life’s moments. We deliver on that commitment as a leading provider of financial protection benefits in the United States, United Kingdom and Poland,Poland. Through these benefits, we help protect millions of working people and their families from the financial hardships that can occur in the event of illness, injury, or loss of life. WeUnum also offeroffers services that help companies manage workplace wellbeing and regulatory challenges.Unum's financial performance continuesIn 2022, Unum delivered record after-tax adjusted operating earnings of $1.25 billion as the company returned to be impacted bypre-pandemic operating levels. Double-digit sales growth across our core operations and increased premium income highlighted the pandemic. Over the past two years, we experienced significant increasesstrong demand for our products and services, particularly in COVID-based claims incidence in our group disability and leave management businesses. Claims experience returned to more normal levels as COVID-related group life and disability lines, as well as leaves administered through our leave management business, which is highlighted in the charts below. These increased volumes led to elevated expenses in key areas and a decrease in earnings forclaims receded throughout the year. While premium growth remained positiveThe introduction of new digital capabilities enhanced the enrollment, claims and improved throughout the year, buoyed byleave experiences for customers while streamlining benefits administration for employers. Certain macro-economic trends during 2022, such as strong persistency, sales results continued to lag due to the competitive environment.Despite these challenges, we delivered $824 million of net income. We continued to invest in new technologies, people, productsemployment, wage inflation and services to better serve customers and positionrising interest rates, were also beneficial for our business to return to growth as the environment improves. business.Below are key financial performance measures from 2021.2022. Additional measures, including those we use for annual and long-term incentive decisions, can be found beginning on page 58. (1)After-tax adjusted 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 B of this proxy statement.(2)Excluding accumulated other comprehensive income.522022 UNUM PROXY STATEMENT60.(1)After-tax adjusted operating results and book value per share, excluding AOCI, are non-GAAP financial measures. Information about the non-GAAP financial measures used in this proxy statement is set forth in “A Note About Non-GAAP Financial Measures” on page Table2. For a reconciliation of Contentsthe most directly comparable GAAP financial measures to the non-GAAP financial measures, refer to Appendix A of this proxy statement.(2)Excluding AOCI.COMPENSATION DISCUSSION AND ANALYSIS(3)Assuming dilution.Operating HighlightsWe delivered on our purpose of helping the working world thrive throughout life's moments in 2021.2022. Unum paid $8.2nearly $8.0 billion in benefits to people facing illness, injury or loss of life. Satisfaction metrics measuring our interaction with customers and partners were high. We also remained focused on enhancing the experience of our customers through leveraging technology, improving processes and training employees.2023 UNUM GROUP PROXY STATEMENT | 54 We accelerated our digital transformation in response to evolving customer expectations. We continue to investexpectations by investing in technologies that allow us to rapidly address market needs by creatingand seize new opportunities. These technologies create new digital experiences for customers, automatingautomate and modernize business processes, trackingtrack key metrics, deliveringdeliver new products and services to market faster, and improvingimprove customer satisfaction. By enhancing our digital capabilities, we strive to enrich the experience for our customers and enhance the effectiveness of our people.We managed our investment portfolio well despite the continued low interest rate environment. Our well-diversified portfolio focuses ondelivered consistent predictable cash flows.investment income. Due to the nature of our business, we invest for the long term with a philosophy emphasizingin long-term securities focusing on asset liability management and sound risk managementmanagement. In 2022, our portfolio performed well in a volatile interest rate environment and credit quality. In early 2021, we signed thebenefited from hedges, which were added to manage our reinvestment risk. As a United Nations Principles for Responsible Investment a step that demonstrates our commitmentsignatory, we are committed to expanded disclosure and an investment approach that more formally integrates ESG factors into our investment decisions.Closed Block ManagementLong-Term Care PerformanceThe same skillsdiscipline that allowallows our core franchise to be successful also benefitbenefits our closed blocklong-term care (LTC) business. LTC is part of our Closed Block that consists of policies that we continue to service and support, but no longer actively market. Our Closed Block segment primarily consists of long-term care (LTC) policies and older individual disability policies.LONG-TERM CARE PERFORMANCEhave actively managedmanage this block with a combination of rate increases, risk management, tailored investment strategy and ongoing monitoring of emerging experience to inform updates to our reserve liability assumptions to reflect emerging experience,and prudent cash infusions, and reserve adjustments. Through these and other steps — including annual comprehensive adequacy reviews — we continue to take proactive measures to provide for the long-term stability of this block and promote transparency for our shareholders and customers.Despite these continuing efforts, followingcapital infusions.Following an examination of one of our Maine-domiciled insurers, in 2020 the Maine Bureau of Insurance required us to establish additional LTC statutory reserves, permitting this to be done over a period of seven years. We view the additional statutory reserves as further increasing margin over our best estimate assumptions. In the last twothree years, LTC statutory reserves were increased by approximately $667 million,$1.2 billion, and we plan on acceleratingcompleting the recognition of these additional required reserves.INDIVIDUAL DISABILITY REINSURANCE TRANSACTIONInreserves by the first quarterend of 2021,2023, three years ahead of schedule.Through these and other steps — including annual comprehensive adequacy reviews — we completed the second phase of a transaction to reinsure most of our Closed Block individual disability insurance business to a third party. Although we will continue to administertake action designed to provide for the long-term stability of this block of business, the transaction freed up a significant amount of capital that enhancesand promote transparency for our financial flexibilityshareholders and can be used to help fund future growth.Capital Generation for ShareholdersDespite the pandemic,Because of our strong financial performance, we generated premium growth and strengthened our capital position in 2021,2022, allowing us the opportunity to deploy capital in a number of ways.•We invested in our people, products and technology to drive growth.•We paid out $240.6more than $255 million in dividends, or $1.17$1.26 per share.share, in 2022.•We purchased $50approximately $200 million worth of our shares in the fourth quarter of 2021, resuming our share repurchase program that we suspended in 2020 at the start of the pandemic.2022 UNUM PROXY STATEMENT53COMPENSATION DISCUSSION AND ANALYSISoura strong balance sheet, our favorable operating results, and oura highly respected brand in the employee benefits market. In 2021, we received upgrades to our outlook from key rating agencies, a noteworthy achievement in this uncertain environment.2023 UNUM GROUP PROXY STATEMENT | 55 Total Shareholder ReturnWhile we continueUnum delivered exceptional value to produce solid financial resultsshareholders in 2022 as the company accelerated its recovery, returning to pre-pandemic operating levels and outpacing the performance of our peers. The company experienced increased demand for its products and services, highlighted by double-digit sales growth and strong persistency in our core operations, the pandemicoperations. Record after-tax adjusted operating earnings per share illustrated Unum’s disciplined approach to pricing and uncertain economic environment continuebalanced expense management, while our ability to significantly disrupt our business. As describedgenerate substantial excess capital provided financial flexibility to invest in "2021 Performance" on page 52, dramatic increases over the last two yearsgrowth initiatives, fund long-term needs in our life and disability insurance lines, and leaves administered, have impacted our financial performance. We also face ongoing negative investor perceptions surrounding the long-term care (LTC) insurance industry, a dynamic that impacts us more than most of our peers due to our Closed Block segment.Despite these challenges, Unum saw totalsegment and increase dividends for shareholders.Total shareholder return increase(TSR) for 2022 was nearly 12%74%, which exceeded the S&P 500, our industry benchmark and our proxy peer group. This was a noteworthy improvement from 2020. While an improvement, these returns trailed our peersthe prior year and we believe are not fully reflective ofreflects the ongoing strength of our franchise, capital position and performance of our core operations' performance. We have seen premiums andoperations. In 2022, Unum saw growth in book value per share (excluding AOCI) increase throughoutand premium income, a long-term trend that continued during the pandemic,pandemic. Certain macro-economic factors, such as strong employment, wage inflation and have significant financial flexibility that allows us to continue investing to growrising interest rates, are beneficial for our business, for the future.In addition to our core operations, our Closed Block segment primarily consists of LTClong-term care (LTC) policies and older individual disability policies that we continueUnum continues to service and support. Through the active management of our Closed Block,After agreeing to increase LTC statutory reserves over a multi-year period starting in 2020, we have taken steps to improve the performance and shareholder understanding of this legacy business. In 2021, we completed the second phase of a reinsurance transaction for our older individual disability block, which freed up significant capital that can be used to grow our business. In addition, our capital position and performance of our LTC block has allowed us to accelerateaccelerated these planned contributions to that block’s statutory reserves.Overover the last two years and expect to complete the recognition of these additional required reserves by the end of 2023, three years ahead of schedule. Through these and other steps, we continue to take action designed to provide for the long-term stability of this block and promote transparency for our shareholders and customers.The pandemic has highlighted the critical role and growing need for our products and services. We believe this, combined with our history of consistent execution and strategy of prioritizing funding of growth initiatives, makes Unum an excellent long-term investment. We expect that the performance of our core franchise will again be recognized and ultimately drive long-term shareholder value.TOTAL SHAREHOLDER RETURN CORE OPERATIONS PREMIUMGROWTH (Billions) 1 Year 3 Year 5 Year Unum 11.86% (3.96)% (33.1)% Proxy PeerGroup28.85 58.49 44.72 S&P 500 28.71 100.37 133.41 S&P Life &Health Index36.68 52.41 40.59 *TOTAL SHAREHOLDER RETURN CORE OPERATIONS PREMIUM GROWTH (Billions)BOOK VALUE PER SHARE(Excl AOCI) (1)1 Year 3 Year 5 Year Unum 73.62% 62.51% (8.68)% Proxy Peer Group 5.36 25.08 24.59 S&P 500 (18.11) 24.79 56.88 S&P Life & Health Index (2)10.34 36.53 33.25 (1) Non-GAAP financial measure, see Appendix BA for reconciliation.(2) S&P 500 Life & Health Insurance Sub Industry Index.5420222023 UNUM GROUP PROXY STATEMENT | 56 2022 Say-on-Pay Vote and Shareholder OutreachOur 20212022 shareholder advisory voteproposal to approve executive compensation passed with 92%received 95% support. In 2021,2022, as in prior years, we invited our top shareholders, representing approximately 60% of our outstanding shares, to engage with us on business, governance, and compensation matters. FourSeven shareholders, representing approximately 10%25% of our outstanding shares, accepted our invitation for engagement, and we met with each of them. Another 10five shareholders, representing approximately 26%20% of our outstanding shares, responded that a meeting was not necessary. Our independent Human Capital Committee Chair was available upon request and joined twothree of the meetings.Overall, the shareholders we spoke with generally had favorable comments about our practices and programs, which is also evidenced by our most recent say-on-pay votesvote results (approximately 95% in 2022, 92% in 2021 and 94% in 2020 and 95% in 2019)2020). During the 20212022 outreach efforts, we received specific feedback as follows:Positivepositive commentary on ourthe compensation design and pay structure for executives, as well as ondisclosure in our proxy statement disclosure andComplimentary feedback on the detailed disclosure and rationale of the 2020 Success Incentive Plan (SIP) awards set forth in our 2021 Proxy Statement.In addition to the above comments related to our compensation programs, westatement. We also received feedback on other governance matters, which are detailed on page 7.We also met with one proxy advisory firm to provide an update on our shareholder engagement efforts and gain further insight into their views on our compensation and governance practices and disclosures. While we extended an invitation to anotherfor engagement with two proxy advisory firm,firms. Both firms declined a meeting indicating that they declined the meeting citing the lack of any governancehad no questions or overriding concerns regarding our executive compensation concerns.Overall, shareholders appreciated the opportunity to engage in these discussionsdiscussions. They also appreciated the company’s willingness to consider their input on both executive compensation and wegovernance practices. We are committed to continuing our shareholder engagement efforts in the future.Compensation Program StructureOur executive compensation philosophy is to reward performance that helps us achieve our corporate objectives, increase shareholder returns, attract and retain talented individuals, and promote a culture of ownership and accountability in the company. We do this by:•Offering base salaries that reflect the competitive market as well as the roles, skills, abilities, experience, and performance of employees;•Providing incentive opportunities for all employees based on the achievement of corporate and individual performance goals; and•Aligning the interests of management and shareholders by offering long-term cash and equity awards that are performance-based 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 20212022 were based on 20202021 performance; see page 63the "Long-Term Incentive" section below for additional details).20222023 UNUM GROUP PROXY STATEMENT 55 | 57Elements of PayThere are five primary elements of pay in our 20212022 executive compensation program, which are summarized in the following table.BASE PAY SHORT-TERM LONG-TERM (1)RETIREMENT &
WORKPLACE
BENEFITSANNUALINCENTIVE(1)CIUs(2)(1)PERFORMANCE-BASED RSUsPrimary 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 OngoingN/A1 year (4)3 years prospective (4)
(vests over 3 years)(4)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 granted in 2020, which are not part of the current annual compensation program. For an overview of this grant, see Vesting of 2020 Success Incentive Plan Awards section on page 66. A full explanation of and rationale for the SIP awards, which were granted in 2020, can be found on page 62 of our 2021 Proxy Statement.(2)Beginning with the March 1, 2021 grant, cash incentive units (CIUs) replaced PSUs. See the "Long-Term Incentive" section beginning on page 62 for further 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 58.(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)For details on specific performance measures see "Annual and Long-Term Incentive Programs" below.Those pay elements that are "at risk," or contingent upon individual or corporate performance, are noted in the charts below. Our NEOs have aA substantial majority of theirour NEOs' targeted total direct compensation (fixed salary and variable annual and long-term incentive awards) is at risk. This design creates an incentive for achievement of performance goals (short- and long-term) and aligns the interests of our executives with those of our shareholders. In 2021, 90%2022, 91% of Mr. McKenney’s targeted total direct compensation was at risk. For the remaining NEOs, an average of 76%77% of their aggregate targeted total direct compensation was at risk.
(1)Excludes the Success Incentive Plan awards, which are discussed in further detail on page 66.2023 UNUM GROUP PROXY STATEMENT | 58 562022 UNUM PROXY STATEMENTComponents of Executive CompensationBase Salary, Annual and Long-Term IncentivesSalaries for our NEOs are established based on their position, skills, experience, responsibilities, and performance. Competitiveness of salary levels is assessed annually relative to the approximate median of salaries in the marketplace using the benchmarking sources noted beginning on page 7475 for similar executive positions. Adjustments may be considered for factors such as changes in responsibilities, individual performance, and/or changes in the competitive marketplace.Annual and long-term incentive targets are set based on consideration of each NEO’s current target, the approximate median of the appropriate comparator group, and each individual’sNEO's target relative to the other NEOs given their respective levels of responsibility. For purposes of determining the amount of annual incentive and long-term incentive awards for our NEOs, the Committee establishes a target amount as a percentage of each executive’s salary, except that the long-term incentive target is set as an absolute dollar amount for the CEO.At its February 20222023 meeting, after consideration of company and individual performance during 2021,2022, each executive's responsibilities, tenure and market data, the Committee made decisions onestablished our NEOs' base salaries and annual and long-term incentive targets for 20222023 as outlined in each NEO's "Performance Assessment and Highlights" summary beginning on page 67.68. The Committee believes the 20222023 compensation decisions position all of our NEOs' targeted total direct compensation within an appropriate range of the market median given each executive's performance and tenure in his or her current position.Individual Performance EvaluationsIndividual performance is evaluated by the Committee against each NEO's goals and metrics, specific to his or her respective business area. These goals and metrics are set atin the beginning of the year and include the following performance categories:•Business and financial objectives the Board approved for the company;•Strategic objectives by business area;•Talent management initiatives;•Building a culture of inclusion and diversity; and•Operational effectiveness and efficiency.Evaluation CriteriaEVALUATION CRITERIAIn evaluating how effectively the NEOs met their goals, the Committee considers:•Company performance;•For the CEO, the Board’s assessment of his performance, as well as his self-assessment;•For NEOs other than the CEO, the performance assessments of the NEOs which areas completed by the CEO.CEO or the COO, as applicable. The performance assessment is based on a combination of performance feedback from the individual'sNEO's direct manager, peers, direct reports, and other partners, as well as the individual’shis or her self-assessment; and•Written assessments by Board members of each NEO against their stated goals in the areas listed below.20222023 UNUM GROUP PROXY STATEMENT 57 | 59CEOOther NEOs✓Financial performanceCEO✓Demonstrated performanceOther NEOs✓ Financial performance ✓ Demonstrated performance ✓ Leads strategy and aligns goals ✓ 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 ✓ Builds relationships and communicates to all stakeholders ✓ Manages risk while leading for the future ✓ Effectively manages boardBoard relations✓ Sets cultural norms ✓ Strategic and succession planning, and leadership development ✓ Understands and proactively addresses emerging issues ✓ Demonstrates leadership ✓ Builds relationships and communicates to all stakeholders ✓ Building and sustaining a high-functioning organization ✓ Understands governance and fosters boardBoard relationshipsBased on the NEOs' individual performance goals and the performance assessments completed by their manager (the CEO for all NEOs other than Mr. Arnold, who reports directly to Mr. Simonds) and Board members, the Committee approves an individual performance percentage for each NEO, which is used to adjust the earned annual incentive and long-term incentive awards between 0% and 125%. These percentages were used to calculatefor each of them. An overview of each NEOs performance for the final payout of 2021year, along with information on their annual incentives and long-term incentive awards, grantedis included in 2022 as described underthe "Performance Assessment and Highlights" on page 67.Annual and Long-Term Incentive ProgramsCompany Performance TargetsEach year, the Committee sets corporate performance measures along with targets for each performance measure. The Committee assigns weightings to each performance measure based on relative importance to the company, and uses actual performance against these measures to calculate annual and long-term incentive award values.Targets for each performance measure align with our core operating principles:•Strong operational performance•Disciplined growth•Effective risk management•Consistent capital generationThe performance measures in incentive plans are a direct output of our business plans, which are approved by the Board each year.Goal RigorWhen designing our business plans, we carefully balance the current performance of the business and the risk appetite of the enterprise with an appropriate amount of stretch designed to drive consistent growth and improvement. External economic factors are also considered, including: (1) the overall economic growth rate, (2) employment and wage growth, which impacts our overall premium levels, and (3) the interest rate and investment environment, which can have a significant impact on our overall profit margins.We set challenging performance measures within our business plans to align their achievement with long-term value for shareholders. As part of this process, we conduct sensitivity testing to assess upside and downside risk, which is then reviewed to ensure an appropriate degree of rigor in the plan. In setting certain goals, such as for ROE,operating expenses, we consider factors beyond the desire for absolute growth, including the natural increase in the proportionappropriate level5820222023 UNUM GROUP PROXY STATEMENT | 60 of equity backing our Closed Block lines ofinvestment in the business, as well as investments required to maintain the above-industry average ROE in our core operations. Additionally, we need to consider extraordinary circumstances such as the recent COVID-19 pandemic which create unavoidable impacts upon our businessanticipated people costs, and the market in general.overall business environment. Balancing these multiple considerations, particularly in reflection of the expected ongoing implications of COVID-19 on all aspects of our business during 2021, led to a lower ROE and EPSwe set an expectation for 2021 relative to 2020.Based on the above, the Committee established performance measures and incentive payout targets that appropriately align pay with performance.During 2021, the payout opportunity for each performance measure was 0-150%. Based onIn early 2022, after completing a review of proxy peer practices, the Committee determined to change the payout opportunity for each measure from 0-150% to 0-200%, in alignment with market practices, effective in 2022. both for annual incentives and establishing target long-term incentive (LTI) program grant values. The majority of our peers have maximum payouts under their plans of 200% of target. As part of this change, the Committee removed the individual multiplier for Executive Vice Presidents and the CEO. TheHowever, the CEO will continue to haveretained discretion with respect to his recommendations to the Committee for final payouts for the Executive Vice Presidents.Beginning in 2023, the Committee has added a strategic objectives modifier to the calculation of annual and long-term incentive awards. The strategic objectives modifier provides for an adjustment to the payout opportunity based on an assessment of each NEO's performance in key focus areas including strategy, effective risk management, and talent initiatives, and is intended to incentivize our executives to place greater emphasis and attention on areas critical to the company. This aligns with our refreshed purpose-driven strategy that sharpens our focus on making targeted investments that will create great experiences and help our company grow.Our incentive plans are subject to an annual risk assessment by our Chief Risk Officer, which is discussed with the Committee as described on page 37.2022 Annual Incentive PlanEach performance measure has been selected because the Committee believes it is an appropriate driver of long-term shareholder value:Annual Incentive Performance Measure2021 WeightingPurposeAfter-Tax Adjusted Operating Earnings Per Share35%
Measures profitability achievementConsolidated Adjusted Operating Return on Equity15%
Measures effectiveness of balancing profitability and capital management prioritiesEarned Premium15%Measure growth and competitiveness of the businessSales15%Customer Experience10%Measure effective and efficient customer serviceOperating Expense Ratio10%Our annual incentive awards reward performance based on the achievement of both company and individual performance, which the Committee believes aligns compensation with the objectives of shareholders. Subject to eligibility requirements, non-sales employees (including our NEOs) are eligible to receive an annual incentive award each year. Our plan has objective performance targets which are used to determine overall company performance. Each performance measure has been selected because the Committee believes it is an appropriate driver of long-term shareholder value:Annual Incentive Performance Measure Weighting Purpose After-Tax Adjusted Operating Earnings Per Share 35% ⇒ Measures profitability achievement Consolidated Adjusted Operating Return on Equity 15% 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% 2023 UNUM GROUP PROXY STATEMENT | 61 Our annual incentive awards reward performance based on the achievement of these company performance measures, which the Committee believes aligns compensation with the objectives of shareholders. The process for determining the 20212022 annual incentive awards was as follows:($) × (%) ×(%)= ($) 20212022 Annual Incentive
Target for NEOs20212022 Company
Performance(1)2021 IndividualPerformance(2)20212022 Annual
Incentive Award(2) (1)The Committee exercises discretion as to the final percentage considering all performance measures, including, but not limited to, the quality of financial results. For details on adjustments for 2021, see discussion below.(2)Individual performance may range from 0% to 125%. Individual performance adjustments for 2021 are described beginning on page 68.2022 UNUM PROXY STATEMENT59
(1)The Committee determines the final percentage considering all performance measures, including, but not limited to, the quality of financial results. For details on adjustments for 2022, see discussion below.COMPENSATION DISCUSSION AND ANALYSISIncentive Funding Performance Requirementfunding of awards under our Annual Incentive Plan (AIP) is conditioned on the company achieving a specified level of performance. In 2021, the AIP required $250 million of statutory after-tax operating earningsCEO has discretion with respect to fund payments under the plan. In 2021payout recommendations for Executive Vice Presidents, which the Committee also conditioned the funding of grants under the long-term incentive planconsiders. For information on this same performance requirement.The company successfully achieved the requirement for funding the 2021 annual incentive awardsrecommendations, see "Performance Assessment and the long-term incentive grants made in March 2022.The funding requirement was originally included in our plan as part of the "qualified performance-based compensation" exception under Section 162(m). The Tax Cuts and Jobs Act of 2017 eliminated this exception to the annual deduction limit established by Section 162(m). Therefore, the Committee adopted a new AIP beginning with the 2022 performance year, which eliminates all previous Section 162(m) design elements, including the funding requirement. Our plans will continue to have objective, performance-based goals which will be used to determine incentive plan payouts.Items Excluded When Determining Company PerformanceWhen establishing the performance measures and weightings, for 2021, the Committee determined that the effect of certain items not included in the 2021 financial plan would be removed from the calculation of the company’s performance, for purposes of both the annual and long-term incentive plans, should they occur. The Committee has approved the same criteria for 2023 as in 2022, adding one new item (last bullet). The Committee believes it is appropriate to exclude the items below because they: (1) are unusual or infrequent in nature, (2) do not directly reflect company or management performance, or (3) could serve as a disincentive to capital management or other decisions in the best interest of the company and shareholders. The Committee has approved the same criteria for 2022, adding three new items to align with the definition of operating income (last three bullets). The items are:•Unplanned adjustments resulting from accounting standards and/or policy changes, legal, tax or regulatory rule or law changes;•The impact of any unplanned acquisitions, divestitures or block reinsurance transactions;•Unplanned adjustments to the Closed Block of business;•The effect of any unplanned regulatory, legal or tax settlements;•The effect of unplanned changes to strategic asset allocation;•Unplanned debt issuance, repurchasing or retirement; or stock repurchase or issuance;•The effect of differences between actual currency exchange rates versus exchange rates assumed in the financial plan;•Unplanned fees or assessments, including tax assessments, from new legislation;•The effect on revenue from unplanned variances from floating rate securities and index-linked securities (for our Investments Plan only);•The effect of a global pandemic and other economic and environmental pressures impacting results;•Unplanned reserve assumption updates;updates or associated amounts;•The effect of asset Impairments - including, but not limited to, premiums receivable, reinsurance recoverable, property and equipment, right-of-use assets, value of business acquired and goodwill; and•Unplanned restructuring costs.costs; and•The effect on reserves from differences between actual discount rates and discount rates assumed in the financial plan.6020222023 UNUM GROUP PROXY STATEMENT | 62 Annual Incentive Results20212022 ANNUAL INCENTIVE TARGETS AND RESULTS ($ in millions, except per share data) Threshold(1)Target(1)Maximum(1)Component Weight Result Unum Group (actual(actual results in blue)After-tax adjustedoperating earnings per share(2)
35%Capped at maximumConsolidated adjustedoperating return on equity(3)
15%Capped at maximumEarned premium(4)
15%Slightly below targetSales
15%Below targetCustomer experience(5)
10%Slightly below targetOperating expense ratio(6)
10%Slightly above 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 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 B of this proxy statement divided by dilutive outstanding weighted average shares. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives.(2)
35% Exceeded maximum (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.(3)
15% Exceeded maximum Earned premium(4)
15% Slightly above target Sales 
15% Slightly above target Customer experience(5)
10% Slightly below target Operating expense ratio(6)
10% Slightly below target (1)For each performance measure, there is no payout at or below the threshold. The payout would be 200% for performance at or above the maximum. For performance between defined levels, the payout is interpolated.(2)After-tax adjusted operating earnings per share is defined as net income adjusted to exclude after-tax net 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. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives.(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 or loss 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 (via customer surveys) and includes measures focused on areas that impact customer loyalty and satisfaction. In 2022, we transitioned to a 100% scale to improve clarity of reporting; however, the methodology for setting and measuring the customer experience goal was unchanged.(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.(4)Earned premium is calculated for our core operations (Unum US, Unum International, and Colonial Life).2023 UNUM GROUP PROXY STATEMENT | 63 (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.As discussed on page 60,above, the Committee applied the criteria and standards approved when it established the 20212022 annual incentive targets to adjust annual incentive plan performance calculations for the impact of four items which were not included in the 20212022 financial plan from which the targets were initially derived:derived. Each item impacted both earnings and equity unless otherwise noted below:•The effect of differences between actual debt issuances and resulting interest expense and the amounts assumed in the financial plan (impact to earnings);•The effect of differences between actual stock repurchases and the amount assumed in the financial plan (no actual(actual repurchases which impacted equity)were slightly more than plan and the impact to equity was immaterial);•The effect of differences between actual foreign currency rates and exchange rates assumed in the financial plan; and•The effect of a global pandemic and other economic and environmental pressures impacting results.–The net effect of the COVID-19 impacts in 2021 was a decrease in operating results, with the negative implications of Life mortality overshadowing favorable impacts to the LTC product line. Importantly, we did not make any adjustments to sales or earned premium in the Annual Incentive Plan. While we know2022 UNUM PROXY STATEMENT61
–The net effect of the COVID-19 impacts in 2022 was a decrease in operating results, with the negative implications of Life mortality overshadowing favorable impacts to the long-term care (LTC) product line. Importantly, we did not make any adjustments to sales or earned premium. While we know that these metrics were negatively impacted by COVID-19, the actual impact was difficult to isolate and therefore not considered.COMPENSATION DISCUSSION AND ANALYSISthat these metrics were negatively impacted by COVID-19, the actual impact was difficult to isolate and therefore not considered.119.9%151.4% of the plan target. Each year, the Committee also undertakes an overall assessment of the results, maintaining the discretion to make final adjustments. Any adjustments by the Committee are based on a review of the actual achievement level for each performance measure compared to the annual incentive targets, as well as a qualitative assessment of the results. Based on this assessment, the Committee exercised modest negative discretion and approved the Unum Group Annual Incentive Plan payout level for 20212022 at 120%150% of target, as shown below.Unum Group 20212022 Annual Incentive Plan Achievement Level120%150% The table below sets forth the target incentive and the actual annual incentive awards approved by the Committee for each NEO for 20212022 performance. For a discussion of 2022 annual incentive targets for each NEO, see the "Performance Assessment and Highlights" summary beginning on page 67.The annual incentive awards of all NEOs are based on Unum Group performance, though the individual goalsachievements for Mr.Messrs. Simonds and Arnold include financial goals related to histheir respective business units. The following table outlinesIn addition, based on discussions between Mr. McKenney and the Committee, a +10% adjustment was approved for Messrs. Zabel and Simonds. A detailed explanation of each NEO's individual achievements during 2022, which were considered in approving this adjustment, as well as a discussion of 2023 annual incentives awarded for 2021 performance.ANNUAL INCENTIVE PAID IN 2022 (for 2021 performance) 2021 Incentive
Target (%) Eligible Earnings
($) Company
Performance (%) Individual
Performance (%) 2021 Annual
Incentive Paid ($)McKenney 210% X 1,050,000 X 120% X 100% = 2,646,000 Zabel 120% X 620,192 X 120% X 105% = 937,730 Simonds 130% X 700,000 X 120% X 105% = 1,146,600 Iglesias 95% X 550,000 X 120% X 100% = 627,000 Bhasin 100% X 540,000 X 120% X 100% = 648,000 ANNUAL INCENTIVE PAID IN 2023 (for 2022 performance)Annual Incentive Target Target Annual Incentive Award ($) Actual Annual Incentive ($) McKenney 230% 2,507,886 3,761,828 Zabel 135% 860,107 1,419,176 Simonds 140% 1,002,616 1,654,317 Iglesias 100% 562,116 843,174 Arnold 95% 494,189 741,284 2023 UNUM GROUP PROXY STATEMENT | 64 Long-Term IncentiveOur long-term incentive plan aligns the long-term interests of management and shareholders by tying a substantial portion of executive compensation directly to the company’s stock price. Long-term incentive awards are granted in the year following the performance year that determines their size (i.e., the grant values of awards made in 2021March of 2022 were based on 2020the Committee's assessment of 2021 performance). Our long-term incentive award mix is based on a review of peer practices as well as what the Committee believes most appropriately retains and rewards our NEOs and ensures a significant portion of each executive’s compensation is tied to the increase of our stock price over the long-term. The mix of awards granted to each NEO in early 20212022 was 50% performance-based restricted stock units (PBRSUs)(RSUs) and 50% cash incentive units (CIUs). The awards were granted under the Stock Incentive Plan of 2017.All of our NEOs received long-term incentive grants in March 2021 in the form of PBRSUs and CIUs. All grants were conditioned on the company first achieving the incentive funding requirement for 2020 (as described on page 60). Actual award grant values were based on the target incentive and individual performance for 2020. PBRSUsRSUs vest ratably over three years subject to continued employment or service with the company, while CIUs vest at the end of the three-year performance period622022 UNUM PROXY STATEMENTCOMPENSATION DISCUSSION AND ANALYSISTSR.total shareholder return (TSR). The process for determining long-term incentive awards granted in March 20212022 was as follows:($) × (%) = ($) 20202021 Long-term Incentive Target for NEOs20202021 Individual Performance20212022 Long-termIncentive AwardAs outlined in the diagram, the total value of the long-term incentive award granted to each NEO was determined by multiplying:•The NEO's long-term incentive target (a specified percentage of base salary for all NEOs except the CEO, which was set as a specific dollar amount), which was set by the Committee in early 20202021 after considering market data from the appropriate comparator group (as described beginning on page 5874 of our 20212022 Proxy Statement) and the individual’s target relative to other NEOs given their respective levels of responsibility; and•The individual performance percentage (from 0% to 125%) assigned to the NEO by the Committee using the individual assessment process described beginning on page 57 (for a discussion of the individual NEO performance assessments for 20202021 that determined the individual performance percentage for these 20212022 grants, other than for Mr. Bhasin,Arnold, see disclosure beginning on page 7568 of our 20212022 Proxy Statement). For Mr. Bhasin,Arnold, the Committee applied an individual performance percentage of 100%110% based on his leadership in our technology transformation.of the voluntary benefit brands. The individual performance applied for each of the NEOs is shown below in the "Long-Term Incentive Granted in 2021"2022" table.Once the long-term incentive award value was determined, it was divided evenly between PBRSUsRSUs (50%) and CIUs (50%) for each NEO. The PBRSUsRSUs vest annually based on each NEO’s continued service over a three-year period. The CIUs are subject to additional company performance and vest based on the company's achievement of critical, multi-year shareholder return measures of adjusted book value growth and dividend yield, modified (up to +/- 20%) by relative TSR as described below.LONG-TERM INCENTIVE GRANTED IN 2021 (for 2020 Performance) 2020 Long-Term
Incentive Target Individual
Performance 2021 Long-Term
Incentive Grant(2)McKenney $7,000,000 n/a (1) $7,500,000 Zabel 1,200,000 X 100% = 1,200,000 Simonds 1,694,918 X 100% = 1,694,918 Iglesias 742,500 X 100% = 742,500 Bhasin 675,000 X 100% = 675,000 (1)After consideration of Mr. McKenney's strategic leadership highlighted on page 68 as well as the fact that his total targeted compensation was below the market median, the Committee awarded Mr. McKenney a grant of $7.5 million.2023 UNUM GROUP PROXY STATEMENT | 65 (2)The amount shown is the award approved by the Committee for each NEO. Half of the amount is then converted to the respective number of PBRSUs based on the closing stock price on the date of grant. The remaining half of the amount is granted as CIUs, which are tracked and denominated in dollars. The amount included in the "Summary Compensation Table" on page 83 was calculated using the closing stock price for PBRSUs. CIUs are reported in the "Summary Compensation Table" when vested.2022 UNUM PROXY STATEMENT63Executive PBRSUs Granted (Mar. 2021) (#) CIUs Granted (Mar. 2021) ($) McKenney 137,868 3,750,000 Zabel 22,059 600,000 Simonds 31,157 847,459 Iglesias 13,649 371,250 Bhasin 12,408 337,500 LONG-TERM INCENTIVE GRANTED IN 2022 (for 2021 Performance) 2021 Long-Term Incentive Target ($) Individual Performance 2022 Long-Term Incentive Grant ($)(2)McKenney 7,500,000 n/a(1)8,400,000 Zabel 1,406,250 X 110% = 1,546,875 Simonds 1,925,000 X 100% = 1,925,000 Iglesias 742,500 X 100% = 742,500 Arnold 625,044 X 110% = 687,548 (1)After consideration of Mr. McKenney's strategic leadership as well as the fact that his total targeted compensation was below the market median, the Committee awarded Mr. McKenney a grant of $8.4 million.(2)The amount shown is the targeted value of the long-term incentive award approved by the Committee for each NEO. Half of the amount is then converted to the respective number of RSUs based on the closing stock price on the date of grant. The remaining half of the amount is granted in the form of CIUs, which are tracked and denominated in dollars. The amount included in the Summary Compensation Table was calculated using the closing stock price for RSUs. CIUs are reported in the Summary Compensation Table when vested.Executive RSUs Granted (Mar. 2022) CIUs Granted (Mar. 2022) (#) ($) McKenney 156,250 4,200,000 Zabel 28,774 773,438 Simonds 35,807 962,500 Iglesias 13,811 371,250 Arnold 12,789 343,774 No stock is issued when the PBRSUsRSUs are granted. Instead, company stock is issued only when the grant vests and is settled. In addition, there are no shareholder voting rights unless and until the award is settled in shares. During the performance period, dividend equivalents will accrue and settle in cash to the extent that the underlying PBRSUsRSUs vest.As described in our 2021 Proxy Statement, in early 2020,previously disclosed, the Committee reviewed the mix of long-term incentive. Since a substantial portion of the executives' compensation is denominated in Unum shares, the Committee sought to balance stock ownership priorities against continued stock price underperformance driven by negative investor perceptions of the LTC insurance industry. These perceptions have impacted us more than our proxy peers given that only 25% of our peers have LTC exposure. After review, the Committee therefore determineddecided to replace performance share units (PSUs) with CIUs that reward for financial performance (rather than financial performance and stock price changes), beginning with the long-term incentive grants in March 2021. The use of cash-based long-term incentive represents a departure from historical practice but was deemed appropriate by the Committee given the unique circumstances currently facing the company and its executive team. In reaching this decision, the Committee considered the following:Executives’ holdings were generally above stock ownership requirements and will remain well-aligned with shareholders;A mixture of long-term cash and equity awards allows diversification while providing multi-year incentives which are less impacted by the potential volatility associated with the LTC block, enabling greater focus on the achievement of key objectives; andThe CIUs would remain aligned to shareholder interests given the performance measures outlined below, which include a relative TSR component.period from January 1, 2021 through December 31, 2023.period. Awards can be earned up to a maximum of 200% of the targeted CIU award value following completion of the performance period based on the company's performance against these metrics.The achievement will be modified (up to +/-20%) based on our TSR relative to the eight members of our "Performance Peer Group." The eight companies in the Performance Peer Group (Aflac, Hartford Financial Services,Globe Life, Lincoln Financial, MetLife, Principal Financial, Prudential Financial, Globe Life (f/k/a Torchmark)The Hartford Financial Services, and Voya Financial) were selected because they are considered to be direct business competitors of Unum and remain unchanged from the Performance Peer Group used for 2021 CIUs (see discussion beginning on page 74in the "Compensation Benchmarking" section for the differences between our Proxy Peer Group and Performance Peer Group). We believe it is appropriate to modify these awards based on relative TSR performance, since Unum’s individual TSR performance directly affects the value realized by our shareholders. The illustration below outlines the three-year performance metrics established by the Committee for the CIU grants made in March 2021.2022.6420222023 UNUM GROUP PROXY STATEMENT | 66 
Vesting of 20192020 Performance Share Units (PSUs)The long-term incentive mix for our NEOs' 20192020 awards included 50% in the form of PSUs, which vested based on performance over a three-year performance period that ended on December 31, 2021.The table below provides an overview of the three-year goals for the 20192020 PSU grant as well as their actual achievement levels.20192020 PERFORMANCE SHARE UNIT (PSU) AWARDSCorporate Performance Factors Component Weighting Threshold Target Maximum Result Unum GroupAverage 3-year Adjusted Operating Return on Equity (2019-2021)(2020-2022)50% 
Below Target11.24%Average 3-year After-Tax Adjusted Operating EPS (2019-2021)Earnings Per Share (2020-2022)50% 
Below Target$5.14Relative Total Shareholder Return Modifier Percentile ' -20% @ 35th0 @ 50th '+20% @ 75th-20%+20% @ 0th87.5thBased on the above performance, and after taking into account the factors described below, in February 2022,2023, the Committee certified the results for this grant and approved a payout. Thefinal payout of 180%, with business goals were achieved at 79.3%, with150% and relative TSR at the lowest87.5th percentile which resulted in a 20% decrease for a final payout of 63.4%.As discussed under "Items Excluded When Determining Company Performance," beginning on page 60, when setting the performance measures and weightings for the 20192020 PSU grant, the Committee determined that certain items not included in the financial plan for fiscal years 20192020 to 20212022 would be excluded from the calculation of the company’s performance.Applying the criteria and standards approved by the Committee, PSU targets were adjusted for the impact of the following items. Each item impacted both earnings and equity unless otherwise noted below:•The effect of accounting policy changes for ASC 326 Credit Losses;•The effect of the UK tax rate change from planned rate of 17% to 19%;•The effect of differences between actual debt issuances and the amount assumed in the financial plan;2022 UNUM PROXY STATEMENT65COMPENSATION DISCUSSION AND ANALYSIS•The effect of differences between actual foreign currency rates and the exchange rates assumed in the financial plan;2023 UNUM GROUP PROXY STATEMENT | 67 •The effect of differences in the market value ofa global pandemic and other economic environmental pressures impacting results.–The net investment income;The effect of accounting policy changes for ASC 842 Leases (impactthe COVID-19 impacts was a decrease in operating results, with the negative implications of Life mortality overshadowing favorable impacts to equity only);the long-term care (LTC) product line. Importantly, we did not make any adjustments to sales or earned premium. While we know that these metrics were negatively impacted by COVID-19, the actual impact was difficult to isolate and therefore not considered.•The effect of UK tax rate changeincrease from 19% to 25% (impact to equity only);•The effect of impairment loss on right of use (ROU) asset related to operating lease for office space not planned to support general operations (impact to equity only);•The effect of an individual disability reserve increase, an individual disability transaction, a long-term care reserve increase and a group pension reserve increase, each within the Closed Block of business (impact to equity only);•The effect of differences between actual stock repurchases and the amount assumed in the financial plan (impact to equity only); and•The cost related to early retirement of debt (impact to equity only).No adjustments were made to the 2019 PSU targets to reflect the impact of the COVID-19 pandemic on our business.Vesting of 2020 Success Incentive Plan AwardsAs described in the 2021 Proxy Statement, the 2020 Success Incentive Plan (SIP) was a grant under which 10 executives, including each of the named executive officers, received a one-time special performance grant. The SIP awards were designed to encourage the achievement of critical business outcomes and to incent executives to continue employment with the company over the long term. The SIP awards include both cash success units (CSUs) and stock success units (SSUs).The SIP awards will vest in full on the sixth anniversary of the grant date (August 2026), subject to the executive's continued employment, with the opportunity for one-third to vest after the one-, three- and five-year performance periods based on the company's achievement of three performance hurdles:(1)Maintaining average NAIC risk-based capital ratios of at least 325%, each measured at calendar quarter-ends over the applicable performance period;(2)Maintaining average levels of holding company cash in excess of 1.0 times average fixed costs (which includes dividends to shareholders and interest payments due on outstanding indebtedness), each measured at calendar quarter-ends over the applicable performance period; and(3)Achieving annual (or compounded annual) growth rates of 3% or more in adjusted book value (which excludes accumulated other comprehensive income or loss).In February 2022, the Committee reviewed and certified that the above three performance hurdles were met for the performance period January - December 2021. Therefore, the first one-third of CSUs and SSUs vested and were distributed.Details on SSUs vested during 2021 for each of the NEOs can be found at the "Option Exercises and Stock Vested" table on page 87. The values of vested CSUs are included in the "Summary Compensation Table" on page 83 (footnote 2 includes details for each of the NEOs).As noted in "2021 Say-on-Pay Vote and Shareholder Outreach" on page 55, the Company received 92% support for say-on-pay in 2021, as well as positive feedback from shareholders specifically related to the detailed disclosure and rationale of the 2020 Success Incentive Plan (SIP) awards in our 2021 Proxy Statement.662022 UNUM PROXY STATEMENTCOMPENSATION DISCUSSION AND ANALYSISThe NEOs’ achievement levels, for purposes of the 2021 annual incentive awards paid and long-term incentive awards granted in March 2023 as well as the adjustments to Messrs. Zabel and Simonds' 2022 annual incentive award payouts, were determined in part based on the individual performance goal areas listed in the "Individual Performance Evaluations" beginning on page 57.59. The NEO summaries beginning on the next page,below detail the Committee's decisions for each element of compensation as well as highlights of each executive's performance. These summaries also include each NEO's annual compensation as well as their compensation targets for 20212022 and 2022.2023.20222023 UNUM GROUP PROXY STATEMENT 67 | 68
RICHARD P. McKENNEYPresident, Chief Executive Officer and a DirectorIn assessing Mr. McKenney's performance for 2022, the Committee noted that he:•Led the company to record profitability, exceeding plan for nearly all operational and financial metrics. Strong sales, healthy premium income, new digital capabilities, active management of the Closed Block and investment portfolio performance delivered robust growth. The company also benefited from favorable economic tailwinds and the lessening volume of COVID-19 claims.•Strengthened the company’s capital position to maximize financial flexibility while deploying capital to address key needs. Unum was able to generate significant capital from statutory earnings and other sources, allowing significant investments in key capabilities, accelerated funding of planned contributions to long term care reserves and returning $455 million to shareholders.•Set a clear tone for accountability and commitment to Unum’s purpose of helping the working world thrive throughout life’s moments. Elevated investments in our people through training, career development and recruitment and retention ensured the company remained competitive in a challenging talent market. Strong employee engagement practices and a focus on integrity and transparency reinforced an already vibrant corporate culture.•Deepened the company’s commitment to sustainability and social responsibility through a variety of environmental, social and governance programs that reflect the goals of the company, investors and other key stakeholders. A strong focus on inclusion and diversity of thought, mental health and social justice throughout the company and externally led to independent recognition of Unum’s efforts to drive long-term company sustainability.•Drove a proactive change agenda focused on enhancing customer experiences, introducing new capabilities, and implementing a hybrid workplace. Adoption of digital tools elevated customer satisfaction while new technologies modernized workflows and internal processes. Unum’s continued evolution of the workplace balanced the needs of the business with employee flexibility.As outlined in the "Business and Performance Review" section, Unum delivered exceptional value to shareholders in 2022 as the company accelerated its recovery to pre-pandemic operating levels. The company experienced increased demand for its products and services, highlighted by double-digit sales growth and strong persistency in our core operations. Given these accomplishments and considerations, the Committee awarded Mr. McKenney an annual incentive award for 2022 of $3,761,828, which represents his target award multiplied by the final company achievement factor of 150%. Additionally, they granted Mr. McKenney a LTI award of $9.0 million in March 2023.Further, the Committee with its consultant, Pay Governance LLC, reviewed Mr. McKenney's total targeted compensation relative to proxy peers. After considering his experience, his performance in the CEO role, and the leadership that he has shown during his almost eight years in the role, the Committee decided to keep Mr. McKenney's annual base salary at $1,100,000, increase his annual incentive target for 2023 from 230% to 250% and increase his long-term incentive target opportunity from $8.4 million to $9.5 million. With these adjustments, Mr. McKenney's targeted total direct compensation is positioned between the 50th and 75th percentile of our proxy peers, which the Committee believes is appropriate given his tenure in the job and his steady leadership and strategic positioning of the company.ACTUAL COMPENSATION(1)20212022Base Salary $ 1,050,0001,090,385AI $ 2,646,0003,761,828LTI $ 8,400,0009,000,00020202021Base Salary $ 1,078,8461,050,000AI $ 1,812,4622,646,000LTI $ 7,500,0008,400,000COMPENSATION TARGETS 20222023Base Salary $1,100,000 AI Target 230%250%LTI Target $ 8,400,0009,500,00020212022Base Salary $ 1,050,0001,100,000AI Target 210%230%LTI Target $ 7,500,0008,400,000RICHARD P. McKENNEYPresident, Chief Executive Officer and a DirectorIn assessing Mr. McKenney's performance(1) Base salary shown is the earnings for 2021, the Committee noted that he:Effectively guided the company through an exceedingly challenging year of significant disruption from the pandemic, including substantially elevated COVID related life and disability claims. Through this uncertainty, Mr. McKenney drove the company’s continued focus on our Purpose of helping the working world thrive throughout life’s moments, while delivering solid financial results.Proactively managed capital generation and deployment in an uncertain environment, positioning Unum well to respond to future opportunities and challenges. The company’s strong capital position allowed us to weather ongoing economic uncertainty while maintaining the flexibility needed to invest in product innovation, digital transformation and talent recruitment and retention. Unum also returned $290.6 million to shareholders.Drove a proactive change agenda to steer Unum through the ongoing evolution of the workplace and prepare customers for a digitally focused future. Mr. McKenney oversaw operational realignments and planning for a shift to a hybrid work model that prepared the company to successfully meet the challenges of the environment, and championed investments in technologies that continue to enhance digital engagement with customers.Strengthened the company’s commitment to integrity, sustainability and social responsibility through a variety of ESG and other programs that reflects the goals of the company, investors and other key stakeholders. Mr. McKenney led efforts to promote inclusion and diversity of thought, mental health and social justice throughout the company and externally. Independent recognition of Unum’s efforts demonstrate the integration of specific goals to drive long-term company sustainability.Led the company’s ongoing efforts to responsibly manage its Closed Block of business. Completion of a reinsurance transaction for Unum’s legacy individual disability block and accelerated funding of planned contributions to long term care reserves highlight active management of the block and provide predictable performance and effective capital planning.The Committee weighed the above individual achievements along with the Company's overall performance during a challenging year. Even so,the pandemic has shown that the need for our products and services has never been clearer and continues to grow. 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 2021 annualAnnual incentive award and a LTI award of $8.4 million with no specific individual/strategic factor applied for his LTI award granted in March 2022.Further, the Committee with its consultant, Pay Governance LLC, reviewed Mr. McKenney's total targeted compensation relative to proxy peers and determined that his pay was 14% below median. After considering his experience, his performance in the CEO role, and the leadership that he has shown during his almost seven years in the role, the Committee decided to increase Mr. McKenney’s annual base salary by 5% to $1.1 million; annual incentive target from 210% to 230%;(AI) and long-term incentive target opportunity from $7.5 million(LTI) amounts are the decisions related to $8.4 million. These decisions reflect Mr. McKenney's steady leadershipthat performance year (e.g., annual and strategic positioning oflong-term incentive paid/granted in 2023 were determined based on 2022 performance and therefore are shown as 2022 compensation). For LTI, this presentation is different than amounts shown in the company. Even with these adjustments, Mr. McKenney's targeted total direct compensation continues to be belowSummary Compensation Table, which reports equity awards in the median of our proxy peer group.(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 2022 were determined based on 2021 performance and therefore are shown as 2021 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 83), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table.2023 UNUM GROUP PROXY STATEMENT | 69 68 2022 UNUM PROXY STATEMENT
STEVEN A. ZABELExecutive Vice President, Chief Financial OfficerIn assessing Mr. Zabel's performance for 2022, the Committee noted that he:•Continued to grow and develop into a strong chief financial officer and critical member of executive management. Within a quickly evolving economic and regulatory environment, Mr. Zabel strengthened the capabilities of the Finance organization, effectively managed relationships with the financial and investment community, addressed key needs in the Closed Block and guided the company’s capital management strategy. These efforts have helped to accelerate the company’s results and position Unum well for future growth.•Guided the company through a strong recovery that delivered impressive financial results in an evolving market. Growing premium income, active risk management across multiple product lines and a balanced expense management approach resulted in industry-leading margins and investments in growth.•Further enhanced overall capital position through sustained engagement across key initiatives. Deployment of capital to fund growth initiatives, address long-term needs in our Closed Block and return significant value to shareholders were undertaken while maintaining significant financial flexibility.•Oversaw ongoing active management of the Closed Block. Mr. Zabel partnered with new leadership of the block to implement changes to further enhance the effectiveness of the operation. The company continued to accelerate funding of planned contributions to long term care reserves.•Strengthened the leadership and culture of the Finance team. Internal promotion enhanced the senior leadership team in Finance while further developing bench strength within the organization. Mr. Zabel’s implementation of a clear organizational vision and key values such as inclusion and social responsibility drove strong employee engagement.The Committee approved Mr. Zabel's 2022 annual incentive of $1,419,176, which represents his target award multiplied by the final company achievement factor of 150%, plus an additional 10%, as recommended by the CEO in recognition of Mr. Zabel's above achievements and his leadership through a strong recovery as well as his efforts in enhancing of the company's overall capital position. Additionally, after considering the above accomplishments, he was granted a long-term incentive award of $1,760,000 in March 2023.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. After considering his performance in the CFO role as well as his positioning relative to the market, the Committee decided to increase Mr. Zabel's annual base salary by 3.1% to $660,000, keep his annual incentive target for 2023 at 135% and increase his long-term incentive target opportunity from 250% to 280%.ACTUAL COMPENSATION(1)20212022Base Salary $637,116 AI $1,419,176 LTI $1,760,000 2021 Base Salary $620,192 AI $937,730 LTI $1,546,875 COMPENSATION TARGETS 2023 Base Salary $660,000 AI Target 135% LTI Target 280% 2022 Base Salary $640,000 AI Target 135% LTI Target 250% (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 2023 were determined based on 2022 performance and therefore are shown as 2022 compensation). For LTI, this presentation is different than amounts shown in the Summary Compensation Table, which reports equity awards in the year granted and cash-based awards in the year earned. The above is not a replacement for the Summary Compensation Table.2023 UNUM GROUP PROXY STATEMENT | 70 
MICHAEL Q. SIMONDSExecutive Vice President, Chief Operating OfficerIn assessing Mr. Simonds' performance for 2022, the Committee noted that he:•Led Unum’s business segments to record performance in 2022, as our operations successfully transitioned from a pandemic stance to one fully embracing a robust recovery. Our group lines performed particularly well, and all our operations are well-positioned to take advantage of favorable economic tailwinds to continue growth.•Guided the refresh of our enterprise strategy to ensure a comprehensive, cohesive and measurable approach for our long-term direction. Clear goals and sharper prioritization will allow us to direct investments into key capabilities that will drive future success.•Steered the introduction of new products, services and capabilities to deliver workplace solutions and enhanced customer experiences. The external launch of Unum Solutions continues the momentum created by earlier launches of digital-first offerings like Unum Total Leave™ and Unum Behavioral Health. Platforms like HR Connect®, MyUnum and Gathr™ are market differentiators that provide companies with modern enrollment capabilities and integrated management of employee benefits.•Championed an employee-centric culture with an emphasis on developing people. Mr. Simonds effectively engaged across all segments of the company to drive change and inspire high performance toward common goals. Mr. Simonds also brought new leadership and developed key bench talent in our operational areas.•Advanced our inclusion efforts and cultivated diversity of thought. Mr. Simonds has led by example through active mentorships, participation in ally groups, setting clear expectations for inclusive hiring practices and encouraging greater embrace of differences.The Committee approved Mr. Simonds' 2022 annual incentive of $1,654,317, which represents his target award multiplied by the final company achievement factor of 150%, plus an additional 10%, as recommended by the CEO in recognition of Mr. Simonds' above achievements and his leadership in a robust recovery as well as the work to refresh our enterprise strategy. Additionally, after considering the above accomplishments, he was granted a long-term incentive award of $2,376,000 in March 2023.Based on a review of Mr. Simonds' performance in the COO role, as well as his competitive positioning relative to the market, the Committee decided to increase his annual base salary by 4.2% to $750,000, increase his annual incentive target for 2023 from 140% to 150% and increase his long-term incentive target opportunity from 300% to 325%.ACTUAL COMPENSATION(1)2022 Base Salary $ 620,192716,154AI $ 937,7301,654,317LTI $ 1,546,8752,376,00020202021Base Salary $ 617,308700,000AI $ 597,5541,146,600LTI $ 1,200,0001,925,000COMPENSATION TARGETS 20222023Base Salary $ 640,000750,000AI Target 135%150%LTI Target 250%325%20212022Base Salary $ 625,000720,000AI Target 120%140%LTI Target 300% (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 2023 were determined based on 2022 performance and therefore are shown as 2022 compensation). For LTI, this presentation is different than amounts shown in the Summary Compensation Table, which reports equity awards in the year granted and cash-based awards in the year earned. The above is not a replacement for the Summary Compensation Table.2023 UNUM GROUP PROXY STATEMENT | 71 
LISA G. IGLESIASExecutive Vice President, General CounselIn assessing Ms. Iglesias' performance for 2022, the Committee noted that she:•Provided strategic leadership of a diverse organization beyond the scope of most general counsels. Led by Ms. Iglesias, the company's legal, audit, government affairs, ethics, compliance and corporate services teams continue to provide excellent support of evolving corporate needs during a time of ongoing change. Ms. Iglesias has also expanded her role by becoming a member of the company’s operating committee.•Advanced our commitment to strong disclosures related to environmental, social and governance issues. With operations in the U.S. and Europe, the legal and sustainability teams have provided key guidance of trends and requirements across numerous jurisdictions, and through their efforts, strengthened our approach.•Remains a key and compelling voice for inclusion across the enterprise. Ms. Iglesias’ championing of diversity of thought, encouraging active participation among employees, advocating for social justice and serving as a thought leader in this space have enhanced our inclusion and diversity programs throughout Unum.•Continued her work to further strengthen our culture of ethical conduct. Ms. Iglesias and her team remained persuasive advocates for company values, and through the efforts of the team Unum was again recognized as among the World’s Most Ethical Companies by Ethisphere.•Effectively guided our real estate strategy, including the ongoing evolution of our workplace. Ms. Iglesias’ leadership of our Corporate Services team ensured a smooth transition to hybrid work for our employees, and effective use of our owned and leased office properties in a changing workplace environment.Given these accomplishments, the Committee approved Ms. Iglesias' 2022 annual incentive of $843,174, which represents her target award multiplied by the final company achievement factor of 150%. Additionally, she was granted a long-term incentive award of $901,175 in March 2023.Based on a review of Ms. Iglesias' performance, as well as her competitive positioning relative to the market, the Committee decided to keep her annual base salary at $565,000, keep her annual incentive target for 2023 at 100% and increase her long-term incentive target opportunity from 145% to 170%.ACTUAL COMPENSATION(1)2022 Base Salary $562,116 AI $843,174 LTI $901,175 2021 Base Salary $550,000 AI $627,000 LTI $742,500 COMPENSATION TARGETS 2023 Base Salary $565,000 AI Target 100% LTI Target 225%170%2022 Base Salary $565,000 AI Target 100% LTI Target 145% STEVEN A. ZABELExecutive Vice President, Chief Financial OfficerIn assessing Mr. Zabel's performance for 2021,(1) Base salary shown is the Committee noted that he:Continued to grow and execute in the role of chief financial officer during a challenging economic and regulatory environment. Mr. Zabel delivered key advancements in the Finance team’s capabilities around forecasting and effective capital management transactions which provided clear insight and financial flexibility during an unprecedented time. Unum also received upgrades from key rating agencies on the company’s outlook.Delivered solid financial results given the ongoing disruption caused by the pandemic. Continued stability in premiums, effective expense management and a laser focus on risk management led by Mr. Zabel have helped Unum respond to the unique challenges we faced.Enhanced our strong capital position through sustained engagement across key initiatives. Unum unlocked significant capital through a reinsurance transaction and debt issuance at historically low rates and took other steps to position us to invest in growth.Took steps to enhance predictability in the Closed Block. In addition to completing the IDI reinsurance transaction, Mr. Zabel drove efforts to accelerate Unum’s funding of planned contributions to long term care reserves and actively led operationsearnings for the block during a leadership transition.Strengthened the cultureyear. Annual incentive (AI) and operation of the Finance team. Mr. Zabel’s promotion of inclusion, diversity of thought and social responsibility to better serve stakeholders has enhanced engagement with the team, while his planning for key leadership changes has positioned the organization well to continue steering key initiatives at Unum.Given Mr. Zabel's leadership during the continuing pandemic as well as enhancements to forecasting and effective capital management transactions, the Committee applied individual performance percentages of 105% for Mr. Zabel’s 2021 annual incentive award and 110% for his long-term incentive award granted in March 2022.As previously disclosed,(LTI) amounts are 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 adjustmentsdecisions related to full competitive norms asthat performance and experience in the job grows. After considering his performance in the CFO role as well as his positioning relative to the market, the Committee set hisyear (e.g., annual and long-term incentive targets forpaid/granted in 2023 were determined based on 2022 to 135%performance and 250%, 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 2022 were determined based on 2021 performance and therefore are shown as 2021 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 83), which reports equity awards in the year granted.therefore are shown as 2022 compensation). For LTI, this presentation is different than amounts shown in the Summary Compensation Table, which reports equity awards in the year granted and cash-based awards in the year earned. The above is not a replacement for the Summary Compensation Table.2023 UNUM GROUP PROXY STATEMENT | 72 2022 UNUM PROXY STATEMENT69
TIMOTHY G. ARNOLDExecutive Vice President, Voluntary Benefits & President, Colonial LifeIn assessing Mr. Arnold's performance for 2022, the Committee noted that he:•Provided effective leadership of the company’s voluntary benefit brands. While results for voluntary lines were mixed, Mr. Arnold led his team through significant staffing and expense challenges to deliver strong earnings, improved satisfaction metrics and new digital capabilities.•Drove sustained adoption of digital platforms. Tools such as AgentAssist® and our newly launched Gathr™ platform provide modern and effective capabilities for agents to reach clients, employers to manage benefits and individuals to seamlessly enroll in valuable coverage. Customer satisfaction is increasing as digital adoption grows.•Leveraged new capabilities to differentiate Colonial Life in a crowded marketplace.In addition to new digital capabilities, the company’s cross-brand sales initiative allows Colonial Life agents to pair traditional Unum group disability with Colonial Life voluntary products.•Continued to position the voluntary business for future success. Drawing on deep knowledge of the voluntary benefits market, Mr. Arnold championed key initiatives that will strengthen the business, including Unum’s cross-brand sales efforts, enhancing customer satisfaction by driving digital adoption of new capabilities, investing in new products, maintaining underwriting discipline and emphasizing new approaches to recruiting and training agents.•Provided strong enterprise leadership that reinforced the culture and reputation of the company. Through deep, personal engagement and broad community and industry involvement, Mr. Arnold continued to deliver on Unum’s purpose with a strong sense of shared mission and community across his organization, and promoted the company's commitment to social responsibility, workplace inclusion and talent development.Based on the above accomplishments, the Committee approved Mr. Arnold's 2022 annual incentive of $741,284, which represents his target award multiplied by the final company achievement factor of 150%. In addition, he was granted a long-term incentive award of $656,250 in March 2023.Based on a review of Mr. Arnold's performance, as well as his competitive positioning relative to the market, the Committee decided to increase his annual base salary by 1.9% to $535,000, keep his annual incentive target for 2023 at 95% and increase his long-term incentive target opportunity from 125% to 135%.ACTUAL COMPENSATION(1)20212022Base Salary $ 700,000520,199AI $ 1,146,600741,284LTI $ 1,925,000656,2502020COMPENSATION TARGETS 2023 Base Salary $ 718,846535,000AI Target $735,78595%LTI Target $1,694,918135%2022 COMPENSATION TARGETS2022Base Salary $ 720,000525,000AI Target 140%95%LTI Target 300%125%2021Base Salary$700,000AI Target130%LTI Target275%MICHAEL Q. SIMONDSExecutive Vice President, Chief Operating OfficerIn assessing Mr. Simonds' performance(1) Base salary shown is the earnings for 2021, the Committee noted that he:Steered the company to greater operational excellence during a period of significant uncertainty. Mr. Simonds leveraged strong existing relationships within Unumyear. Annual incentive (AI) and among key customers to introduce clear strategic goals, strengthen workforce planning, drive differentiation in the market and promote adoption of digital tools.Effectively guided critical leadership transitions during the year for key operating segments. Mr. Simonds brought high-level talent into the organization to lead our International and Solutions business while leveraging our internal talent pipeline for key roles on the Colonial Life leadership team.Led the company’s operational areas to deliver on our Purpose throughout the significant disruption of the pandemic. The operational areas have managed substantial increases in COVID-related life and disability claims, and leaves administered, while continuing to deliver new enrollment and service capabilities.Drove product and service innovation across business lines. Introducing digital-first offerings like Unum Total Leave™, Unum Behavioral Health and Unum Vaccine Verifier™ provided creative solutions to key workplace challenges, while an ongoing focus on the customer experience resulted in high service marks.Continues to be a strong advocate for inclusion and diversity. Mr. Simonds has led by example through active mentorships, participation in ally groups, setting clear expectations for inclusive hiring practices and encouraging greater diversity of thought.Given these accomplishments, the Committee applied individual performance percentages of 105% for Mr. Simonds’ 2021 annual incentive award and 100% for his long-term incentive award granted in March 2022.Based on a review of Mr. Simonds'(LTI) amounts are the decisions related to that performance in the COO role, as well as his competitive positioning relative to the market, the Committee set hisyear (e.g., annual and long-term incentive targetspaid/granted in 2023 were determined based on 2022 performance and therefore are shown as 2022 compensation). For LTI, this presentation is different than amounts shown in the Summary Compensation Table, which reports equity awards in the year granted and cash-based awards in the year earned. The above is not a replacement for 2022 to 140% and 300%, respectively.2023 UNUM GROUP PROXY STATEMENT | 73 (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 2022 were determined based on 2021 performance and therefore are shown as 2021 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 83), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table.70 2022 UNUM PROXY STATEMENT 
ACTUAL COMPENSATION(1)2021Base Salary$550,000AI$627,000LTI$742,5002020Base Salary$571,154AI$434,077LTI$742,500COMPENSATION TARGETS2022Base Salary$565,000AI Target100%LTI Target145%2021Base Salary$550,000AI Target95%LTI Target135%LISA G. IGLESIASExecutive Vice President and General CounselIn assessing Ms. Iglesias' performance for 2021, the Committee noted that she:Provided effective leadership of a diverse organization beyond the scope of most general counsels. The legal, audit, government affairs, ethics, compliance and corporate services teams continue to provide excellent support of evolving corporate needs under Ms. Iglesias’ leadership during a time of ongoing change.Effectively guided the company through a dynamic legislative environment during the pandemic. Unum remained well-prepared to navigate the diverse workplace regulatory environment that had varying impacts on our company and customers.Remains a key and compelling voice for inclusion across the enterprise. Ms. Iglesias’ championing of diversity of thought, encouraging active participation among employees, advocating for social justice and serving as a thought leader in this space have enhanced our inclusion and diversity programs throughout Unum.Continued her work to further strengthen our culture of ethical conduct. Ms. Iglesias and her team remain persuasive advocates for Unum values and through the efforts of the team were recognized as among the World’s Most Ethical Companies by Ethisphere.Oversaw efforts to prepare for our shift to a hybrid work environment. Under the guidance of Ms. Iglesias, the Corporate Services team provided extensive logistical leadership to facilitate our employees anticipated return on a flexible schedule and developed creative ways to encourage engagement across the workforce.Given these accomplishments, the Committee applied individual performance percentages of 100% for Ms. Iglesias' 2021 annual incentive award and 100% for her long-term incentive award granted in March 2022.Based on a review of Ms. Iglesias' performance, as well as her competitive positioning relative to the market, the Committee set her annual and long-term incentive targets for 2022 to 100% and 145%, 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 2022 were determined based on 2021 performance and therefore are shown as 2021 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 83), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table.2022 UNUM PROXY STATEMENT71COMPENSATION DISCUSSION AND ANALYSIS
ACTUAL COMPENSATION(1)2021Base Salary$540,000AI$648,000LTI$675,000COMPENSATION TARGETS2022Base Salary$540,000AI Target100%LTI Target135%2021Base Salary$540,000AI Target100%LTI Target125%PUNEET BHASINExecutive Vice President, Chief Information and Digital OfficerIn assessing Mr. Bhasin's performance for 2021, the Committee noted that he:Guided the Digital Transformation Organization to be a crucial delivery arm and enabler of our corporate priorities. The organization has driven digital adoption, facilitated the company’s collaboration and connectivity capabilities, and delivered new technology to help Unum reach its efficiency goals.Delivered key digital solutions to support the business. Offerings like Unum Total Leave™, Unum Behavioral Health and Unum Vaccine Verifier™ positioned the company at the leading edge in the market, while greater use of artificial intelligence and digital capabilities created a modern experience for customers and employees.Strengthened partnerships across the company. Mr. Bhasin took steps to enhance cross-functional planning and align technology resources with business deliverables to promote collaboration among disparate teams and clarify project accountability.Positioned Unum as a destination for top technology talent. In a highly competitive environment, Mr. Bhasin has increased investments to recruit key talent, retained existing high performers and enhanced career development opportunities. He also took steps to raise awareness of inclusion and diversity issues in the organization and prioritize diverse representation on the team.Fostered a collaborative and engaged technology organization. Mr. Bhasin’s actions to cultivate an engaged workforce by encouraging feedback and diversity of thought, driving positive change, and emphasizing accountability have delivered improved engagement in culture metrics.Based on the above accomplishments, the Committee applied individual performance percentages of 100% for Mr. Bhasin's 2021 annual incentive award and 100% for his long-term incentive award granted in March 2022.Based on a review of Mr. Bhasin's performance, as well as his competitive positioning relative to the market, the Committee increased his long-term incentive target for 2022 to 135%.(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 2022 were determined based on 2021 performance and therefore are shown as 2021 compensation). For LTI, this presentation is different than the Summary Compensation Table (see page 83), which reports equity awards in the year granted. The above is not a replacement for the Summary Compensation Table.72 2022 UNUM PROXY STATEMENTCOMPENSATION DISCUSSION AND ANALYSISThe Committee, CEO, and compensation consultant each have important roles in our compensation program. The Committee, with input from the CEO and compensation consultant, has the final authority to:•Evaluate, design, and administer a compensation program for our executive officers that appropriately links pay, company and individual performance, and the creation of shareholder value;•Establish performance goals and certify whether they have been attained;•Review the performance of the CEO, with input from the full Board, and determine his compensation; and•Determine the compensation of the other NEOs.The CEO provides to the Committee:•A self-assessment outlining his own performance for the year;•His perspective on the business environment and the company’s performance; and•Performance assessments and compensation recommendations for executives who report directly to him, which included all of the other NEOs during 2021.includes Messrs. Zabel and Simonds and Ms. Iglesias (Mr. Simonds provides performance assessments and compensation recommendations for Mr. Arnold who reports to Mr. Simonds).The CEO does not participate in any decisions related to his own compensation.Pay Governance LLC, as independent compensation consultant to the Committee, provides objective, expert analyses, independent advice, and comparative data on executive and director compensation. Pay Governance reports directly to the Committee, which is responsible for the appointment, compensation, retention, and oversight of the work performed by the compensation consultant. A senior representative of the compensation consultant generally attends Committee meetings, participates in executive sessions of the Committee without management present, and communicates directly with Committee members outside of meetings.The Committee has adopted a policy requiring its compensation consultant to be independent.independent, consistent with NYSE listing standards and SEC rules. During 2021,2022, the Committee completed its annual assessment of the independence of Pay Governance, taking into account the following factors:•Compliance with the Committee’s independence policy;•Other services, if any, provided to the company by the consultant;•The amount of fees paid by the company to the consultant as a percentage of the consultant’s total revenues;•Any business or personal relationships between the consultant (including its representatives) and the company’s directors or senior officers; and•The policies and procedures the consultant has in place to prevent conflicts of interest, which include a prohibition against stock ownership in the company.Pay Governance has attested to its independence and does not provide any services to the company other than those related to director and executive compensation consulting. Fees paid to Pay Governance for such services provided in 20212022 totaled $150,169.Based on its assessment, the Committee concluded that Pay Governance is independent under the Committee’s policy and that Pay Governance's work does not give rise to a conflict of interest.The company’s finance (including the Chief Financial Officer (CFO)), human resources, and legal staff support the Committee in its work, interacting with Pay Governance only when doing so on behalf of the Committee or concerning proposals the Committee will review for approval. Employees from these departments discuss various executive compensation topics with the Committee and Pay Governance, including how compensation plans fit in2023 UNUM GROUP PROXY STATEMENT | 74 with other programs and business objectives. Although these employees may make recommendations, the authority to make final decisiondecisions on all executive compensation matters rests solely with the Committee.2022 UNUM PROXY STATEMENT73COMPENSATION DISCUSSION AND ANALYSISThe Committee compares the compensation of our NEOs to the median pay of executives in similar positions at industry companies. By generally targeting each pay element to the approximate median of the applicable comparator group (as described below), we ensure the balance among the elements is competitive, while at the same time allowing company and individual performance to determine a majority of the compensation received by our NEOs. Overall, these benchmarking comparisons are used as points of reference and are secondary to the primary factors considered by the Committee when making compensation decisions. The primary factors are company performance, individual performance, the executive’s level of responsibility and tenure, internal equity considerations, the creation of shareholder value, our executive compensation philosophy, and the results of the most recent shareholder say-on-pay vote and feedback received from engagement with shareholders.The two sources used by the Committee for benchmarking executive compensation are:•For CEO and CFO compensation, a proxy peer group comprising insurance and financial services companies that are either our business competitors or primary competitors for talent (the "Proxy Peer Group"). The Proxy Peer Group is also a reference for compensation programs and practices. The composition of the Proxy Peer Group is determined by the Committee and reviewed annually as outlined below; and•For the compensation of our other NEOs, the Willis Towers Watson Diversified Insurance Study of Executive Compensation (the "Diversified Insurance Study"). This source is used because responsibilities of our other NEOs may not be directly comparable with those of named executives at other companies in the Proxy Peer Group.In addition to benchmarking executive compensation, the Committee uses a subset of the Proxy Peer Group (which we refer to as the "Performance Peer Group") for purposes of measuring relative TSRtotal shareholder return (TSR) for our PSUperformance share unit (PSU) and CIUcash incentive unit (CIU) awards (see page 62the "Long-Term Incentive" section above for details on these awards). This subset is selected because they are considered to be direct business competitors of Unum.The Committee evaluates the composition of the Proxy Peer Group every year. Peer companies are determined based on five primary criteria (life and health GICS code; reasonable range of: assets, revenues, and market capitalization; and competition with Unum for talent and/or market share). In the past, the Committee has discussed insurance brokers and property and casualty insurers as potential peers. However, the Committee decided not to include these companies due to the differences in business models, performance cycles and executive talent markets. Based on the most recent peer review in August 2021,2022, on average, the companies in the Proxy Peer Group met three of the five criteria. Overall, Unum is at approximately 90%73% of the revenue median (as of the 12 months ended December 31, 2020)2021). Additionally, 10 of the 12 peers (83%) selected Unum as a peer for compensation benchmarking purposes in their 20212022 proxy statements.During its annual Proxy Peer Group analysis in August 2021,2022, the Committee with its consultant, Pay Governance, considered other insurance and financial services companies and determined that, based on the criteria described above, no companies should be removed and no additional companies were appropriate for inclusion in the Proxy Peer Group at the time.Annual sensitivity tests are performed to understand the impact of both larger and smaller peers on median CEO compensation levels. For the tests conducted in 2021,2022, excluding the two smallest and two largest peers for testing purposes had no impact on CEO targeted total direct compensation. An additional sensitivity test was conducted using a common statistical approach known as regression analysis. Regression analysis considers the correlation between two factors and is commonly used to adjust compensation data to remove the effects of company size.2023 UNUM GROUP PROXY STATEMENT | 75 The regression analysis considered the correlation between revenue and compensation. Based on these tests, the Committee determined that the Proxy Peer Group is appropriate.The following table lists the companies in the Diversified Insurance Study (DIS), Performance Peer Group and Proxy Peer Group.74 2022 UNUM PROXY STATEMENTCOMPENSATION DISCUSSION AND ANALYSISProxy Peer Group Indicators DIS Survey
Participant(1)Perf. Peer
Group(2)20212022 Proxy Peer
Group(3)
Health
GICS
Unum
Revenues
Unum
Assets
Unum Market
Capitalization
as a PeerAflac •●•●•●•●•●•●•●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 Financial Group Corporation •●•●•●•●•●•●•●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 •●ThriventThe Hartford Financial Services Group•●● ● ● ● ● ● TransamericaThrivent Financial•●USAATransamerica•●USAA ● Voya Financial Services •●•●•●•●••●•●(1)For compensation decisions made in early 2021, benchmarking comparisons were made using the 2021 Proxy Peer Group and the 2020 DIS (the latest data available at the time). Although Unum participates in the DIS, we are excluded from this table. The number of participants in the 2020 DIS remained the same(1)For compensation decisions made in early 2022, benchmarking comparisons were made using the 2022 Proxy Peer Group and the 2021 DIS (the latest data available at the time). Although Unum participates in the DIS, we are excluded from this table. The number of participants in the 2021 DIS decreased by one (Allianz Life Insurance) from the prior year.(2)The Performance Peer Group will be used for the relative TSR comparison under the 2022 and 2023 CIU grants. These companies are our direct competitors, are generally followed by the same sell-side research analysts, and generally compete with us for talent.(2)The Performance Peer Group will be used for the relative TSR comparison under the 2021 and 2022 cash incentive unit (CIU) grants. These companies are our direct competitors, are generally followed by the same sell-side research analysts, and generally compete with us for talent.2023 UNUM GROUP PROXY STATEMENT | 76 (3)The Proxy Peer Group includes multiline insurers, reinsurers and life and health insurers, with Unum’s assets equal to 33% of the peer median and the company's revenue at 90% of the peer median for the 12 months ended December 31, 2020 (the most current data as of the date of the analysis). Unum is not part of the Proxy Peer Group.2022 UNUM PROXY STATEMENT75(3)The Proxy Peer Group includes multiline insurers, reinsurers and life and health insurers, with Unum’s revenue at 73% of the peer median for the 12 months ended March 31, 2022 (the most current data as of the date of the analysis). Unum is not part of the Proxy Peer Group.Compensation Policies and PracticesEquity Grant PracticesEquity grants awardedThe Committee meets in February each year to consider prior year performance under the company’s incentive programs. As appropriate, annual awards of equity-based compensation under the company’s long-term incentive program are approved at this meeting. For many years, such awards have been valued and granted on a predetermined future date, which is intended to coincide with a time when the company is not in possession of material nonpublic information. In February meeting of2023, the Committee which typically occurs twoapproved a formal equity grant policy reflecting this practice. Under the policy, except as otherwise determined by the Committee, annual awards of equity-based compensation to three weeks afterexecutive officers (including the company’s annual earnings are released to the public. Long-term incentive awards are granted in the year following the performance year that determines their size (i.e., awards in 2021 were based on 2020 performance). TheNEOs) will have a March 1 2021 grant was approved atdate, and non-annual awards to executive officers relating to new hires or promotions will be granted on, or as soon as administratively practicable following, as applicable, the February 2021 meeting of the Committee.individual's start date or promotion date. The closing stock price on the grant date is used to determine the number of equity units awarded.Stock Ownership and Retention RequirementsEnsuring that senior officers have a significant ownership stake in the company aligns the long-term interests of management andwith those of the company's shareholders and promotes a culture of ownership and accountability. The following table reflects the stock ownership and retention requirements for senior level officers.STOCK OWNERSHIP AND RETENTION REQUIREMENTS FOR SENIOR OFFICERSOfficer LevelRequired Ownershipas Percent of SalaryRetention (1)Chief Executive Officer6x100% of Ownership RequirementExecutive Vice President3x100% of Ownership RequirementSenior Vice President1x100% of Ownership RequirementWe require(1)Covered officers must hold all net after-tax shares acquired upon the exercise of options and the vesting of PBRSUs, SSUs or PSUs until his or her ownership requirement is met. Once the requirement is met, the officer can sell shares only to the extent that the sale would not reduce his or her holdings below the ownership requirement. these senior officers, including each current NEO, to hold a multiple of the officer’shis or her base salary in Unum shares (including, as applicable, unvested restricted stock units (RSUs) and unvested stock success units but not unvested performance awards) throughout employment and(SSUs)). These officers are required to meet the ownership requirement within five years following their date of employmenthire or promotion. Not meeting the requirementsrequirement may impact the officer's eligibility for, or amount of, future equity grants.
2023 UNUM GROUP PROXY STATEMENT | 77 For purposes of calculating stock ownership, the Committee determined that the greater of the spot price or the preceding 12-month average closing stock price should be used to reduce volatility in outcomes.The following table presents the stock ownership and retention requirements for each current NEO. Mr. McKenney, Mr. Simonds, and Ms. IglesiasEach of the NEOs exceeded thetheir applicable ownership requirements as of December 31, 2021. Messrs. Zabel2022.STOCK OWNERSHIP AND RETENTION REQUIREMENTS FOR CURRENT NEOs (as of December 31, 2022) Common Stock ($)(1)(2)RSUs and SSUs($)(1)(3)Total CurrentOwnership ($)(1)Ownership as Multiple of Salary Owned Required McKenney 22,716,229 16,277,340 38,993,569 35.4x 6x Zabel 1,356,592 2,314,379 3,670,971 5.7x 3x Simonds 4,287,786 3,975,192 8,262,978 11.5x 3x Iglesias 623,515 1,707,546 2,331,061 4.1x 3x Arnold 2,226,936 1,519,587 3,746,523 7.1x 3x (1)Shares were valued based on the closing stock price of $41.03 on December 30, 2022, the last trading day of the year.(2)Amount includes shares held in certificate form, brokerage accounts, and Bhasin are expected to meet401(k) Plan accounts.(3)RSUs vest over three years and SSUs vest upon the ownership requirements withinearlier of the applicable time period provided.76 2022 UNUM PROXY STATEMENTachievement of performance metrics or August 24, 2026 (see "Vesting Schedule for Unvested Restricted Stock Units" below).COMPENSATION DISCUSSION AND ANALYSISSTOCK OWNERSHIP AND RETENTION REQUIREMENTS FOR CURRENT NEOs (as of December 31, 2021) Common Stock (1) Ownership as Percent of Salary Owned Required McKenney $13,280,011 $10,787,349 $24,067,360 22.9x 6x Zabel 487,620 1,231,806 1,719,426 2.8x 3x Simonds 2,438,653 2,730,528 5,169,181 7.4x 3x Iglesias 1,192,763 1,287,502 2,480,265 4.5x 3x Bhasin 521,837 947,949 1,469,786 2.7x 3x (1)Amount includes shares held in certificate form, brokerage accounts, and 401(k) Plan accounts. Shares were valued using the 12-month average closing stock price of $26.85 on December 31, 2021.(2)Performance-based restricted stock units (PBRSUs) vest over three years and stock success units (SSUs) vest upon the earlier of the achievement of performance metrics or August 24, 2026 (see the "Vesting Schedule for Unvested Restricted Stock Units" table on page 87). Amounts shown here were valued using the 12-month average closing stock price of $26.85 on December 31, 2021.(3)"Total Current Ownership" was valued using the 12-month average closing stock price of $26.85 on December 31, 2021.We believe our directors and executive officers, which includes our NEOs, should not speculate or hedge their interests in our stock. We therefore have a policy prohibiting them from buying or selling options, puts, calls, straddles, equity swaps or other derivatives directly linked to our stock. This policy generally does not apply to other employees, although employees who are "corporate insiders" under our insider trading policy are prohibited from making "short sales" of our stock. We also prohibit directors and executive officers from pledging our stock as security for a loan.Our insider trading policy prohibits our directors, executive officers and other employees from buying or selling our stock while in possession of material nonpublic information about the company and from conveying any such information to others. Under this policy, additional trading restrictions apply to "corporate insiders" (which includes our directors and executive officers), who are generally permitted to buy or sell our stock only during predetermined window periods following earnings announcements, and only after they have pre-cleared the transactions with our general counsel or designee.Recoupment PolicyIf the company makes a material restatement of its financial results, then the Board will, to the extent permitted by applicable law, seek recoupment of performance-based compensation paid to certain senior officers, including each of the NEOs, if it determines that:•The senior officer has committed or engaged in fraud or willful misconduct that resulted, either directly or indirectly, in the need to make such restatement; and•Such performance-based compensation paid or awarded to the senior officer would have been a lesser amount if calculated using the restated financial results.The amount of performance-based compensation to be recouped will be determined by the Board after taking into account the relevant facts and circumstances. Performance-based compensation includes annual cash incentive awards, bonuses and all forms of equity compensation. The company’s right to recoup compensation is in addition to other remedies that may be available under applicable law.20222023 UNUM GROUP PROXY STATEMENT 77 | 78Tax and The company expects to update its recoupment policy later in 2023 as necessary to comply with NYSE listing standards implementing Rule 10D-1 under the Securities Exchange Act of 1934 (the "Exchange Act"), as adopted by the SEC in October 2022.Accounting ConsiderationsSECTION 162(m)Section 162(m) of the Internal Revenue Code (the "Code") generally disallows a tax deduction to a public corporation for compensation over $1 million paid in any fiscal year to certain "covered employees," which includes our named executive officers.As a result, the Committee expects compensation granted or paid in 2018 and future tax years will not be fully deductible for income tax purposes. The Committee believes that shareholder interests are best served if it retains discretion and flexibility in awarding compensation, even though some compensation awards may result in nondeductible compensation expenses.ASC TOPIC 718We account for stock-based payments under the requirements of Financial Accounting Standards Board (FASB) ASC Topic 718 "Compensation - Stock Compensation" (ASC 718). A complete discussion of the assumptions made as well as the financial impact of this type of compensation can be found in Notes 1 and 11 of the Consolidated Financial Statements in Part II, Item 8 of our 20212022 Form 10-K. Each year, the company provides a report to the Committee of the expense for stock-based payments. Additionally, in the event the Committee is considering new equity-based compensation programs or changes to existing programs, the accounting implications of the program or change are presented and discussed as part of the decision process.Perquisites and Other Personal BenefitsWe provide a limited number of perquisites and other personal benefits to our employees (including our NEOs), which are described below:•One of our largest employee locations is in Tennessee, which has no state income tax. Due to the frequency of travel between our corporate offices and other locations, employees often incur nonresident state taxes in multiple states. Therefore, when any employee travels to other company locations outside of his or her primary state of employment and incurs state income tax based on another state’s law, we pay the non-resident state taxes and provide a tax gross-up on this amount. Prior to 2019,•Mr. McKenney is allowed 20 hours of personal use of the gross-up only included FICA and Medicare taxes since state taxes were deductible on federal returns; however,company aircraft paid by the company per year. This allows for effective use of Mr. McKenney's time, given the $10,000 limitcompany's various locations and, with respect to certain of such locations, distance from major commercial airports. Additionally, this enables Mr. McKenney to work more productively on deductibility of stateconfidential and sensitive matters while traveling. Income is imputed to Mr. McKenney for this usage and he is responsible for the taxes imposed byincurred in connection therewith (i.e., the Tax Cuts and Jobs Act, we made the decision to cover federal taxes as part of the gross-up beginning in 2019.amount is not grossed-up for taxes). During 2022, Mr. McKenney used 12.8 hours.•The company has also entered into an aircraft time-sharing agreement with Mr. McKenney, pursuant to which he agrees to reimburse the company for the costs of his personal use of the corporate aircraft.company aircraft above the 20 annual hours allowed. During 2021,2022, Mr. McKenney had no personaldid not use the aircraft time-sharing arrangement.•U.S.-based Executive Vice Presidents and the CEO, which includes all of our NEOs, receive executive financial counseling and tax planning services. While the corporate aircraft.company provides financial planning services to all employees, we provide supplemental services to executives due to the amount of pay they have at risk and other complexities of their compensation packages. Utilization of these services began in early 2023.•A tax gross-up is provided to employees who incur income on company-sponsored events where attendance is expected, including a limited number of events we host each year to recognize the contributions of various employees. These functions serve specific business purposes, and in some cases the attendance of a NEO and his or her spouse or guest is expected. If so, we attribute income to the NEO for these costs when required under Internal Revenue Service regulations.•For more information, see the "All Other Compensation" table on page 84.table.In early 2022, following a review of peer company and broader market practices, the Committee modified the corporate aircraft arrangement with our CEO to allow him 20 hours of personal use of the corporate aircraft paid by the company. This will allow effective use of Mr. McKenney's time, given the company's locations and distance from major commercial airports. Additionally, this enables him to work more productively on confidential and sensitive matters while traveling. Income will be imputed to him for this usage and he will be responsible for the taxes (i.e., the amount will not be grossed-up for taxes). If Mr. McKenney wishes to use the78 20222023 UNUM GROUP PROXY STATEMENT | 79 aircraft more than 20 hours each year, he would need to use his time-sharing arrangement (see above) in which he reimburses the company.Additionally, the Committee approved executive financial counseling and tax planning services for our U.S.-based executive vice presidents and above, which includes all of our NEOs. While the company provides financial planning services to all employees, we are providing additional services to executives due to the amount of pay they have at risk and other complexities of their compensation packages.Retirement and Workplace BenefitsWe provide a competitive benefits package for employees (including our NEOs) and their dependents, portions of which are paid for, in whole or in part, by the employee. Among the retirement benefits we offer are:The Unum Group 401(k) Retirement PlanOn January 1, 2014, Unum froze its defined benefit pension plansWe offer a 401(k) plan to any future service and accruals as of December 31, 2013, and enhanced their defined contribution retirement offering. This enhancement included: (1) a noncontributory tax-qualified defined contribution for all regular U.S. employees who meet eligibility requirements, under which a portion of employee contributions is matched.•We match dollar-for-dollar up to 5% of base salary and are generally scheduled to work at least 1,000 hours per year,any recognized sales and performance-based incentive compensation for employee contributions into the contribution of which is offered within the existing tax-qualified 401(k) retirement plan (401(k) Plan), and (2) a separate, non-qualified defined contribution plan (Non-Qualified Plan) for employees whose benefits under the tax-qualified plan are limited by the Code. plan.•New hires are automatically enrolled in the qualified 401(k) Plan at a 5% deferral rate 45 days after hire but are able to make adjustments to their deferral rate. Base pay and annual incentives are included in covered•We make an additional non-elective contribution of 4.5% of earnings for theseall eligible employees.We also offer a separate, non-qualified defined contribution plans, but long-term incentive awardsplan (Non-Qualified Plan) for employees whose benefits under the tax-qualified plan are not. Unum provideslimited by the following contributions:A 5% match contribution (for elected deferrals provided through the 401(k) and Non-Qualified Plans); andA 4.5% contribution (provided through the 401(k) and Non-Qualified Plans)Internal Revenue Code (the "Code").Other Workplace Benefits 
Insurance: medical, pharmacy, dental, vision, life, short- and long-term disability, voluntary products (whole life, hospital indemnity, critical illness, accident)
Programs:preventive services, telehealth services, family building resources, back-up child care services
Accounts:healthcare and dependent reimbursement accounts, Health Savings Account
Paid Time Away: paid time off, paid holidays, parental and caregiver leave
Financial Resources: financial planning resources, employee stock purchase plan, student debt relief, tuition assistance
Health and Wellness: onsite & virtual fitness memberships, health resource centers, digital behavioral health support, employee assistance program, subsidized healthy food options in home office locations
Other: matching gifts program for charitable contributions, pet insurance2022 UNUM PROXY STATEMENT79COMPENSATION DISCUSSION AND ANALYSISother than Mr. Bhasin, is covered under the policy.2023 UNUM GROUP PROXY STATEMENT | 80 Pension BenefitsThe Unum Group Pension Plan (the Qualified Plan) and the Unum Group Supplemental Pension Plan (the Excess Plan) were frozen on December 31, 2013. Benefits earned under these plans have been determined based on service and eligible earnings through December 31, 2013. NEOs hired prior to this date and who met the participation requirements atas of the freeze date participated in both the Unum Group Pension and Supplemental Pension Plans. Benefits earned before the freeze will be paid to employees under the terms of the plans as they terminate employment or retire. Generally, employees who terminate employment are eligible to elect to start receiving benefits under the pension plans as early as age 55 but no later than age 65.FROZEN DEFINED BENEFIT PLANS 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. Plan DescriptionsFollowing are details of how each of the frozen pension plan benefits are calculated. These formulas incorporate base pay received in each plan year during which the employee accrued credited service through December 31, 2013, and payments received from the regular Annual Incentive Plan and any field or sales compensation plans through that date. Not included are other bonuses, long-term incentive awards, commissions, prizes, awards, or allowances for incidentals.QUALIFIED PLANIn calculating the basic pension benefits in the Qualified Plan, three criteria are used:FROZEN QUALIFIED PLAN CRITERIA 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 five years of compensation (whether or not consecutive) during the earlier of the last 10 years of employment or as of the date the plan was frozen on December 31, 2013. 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. 80 20222023 UNUM GROUP PROXY STATEMENT | 81 The basic benefit is provided as an annual single life annuity and is calculated as follows:
(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.(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.All frozen pension benefits are indexed on the first day of each plan year (January 1st) following December 31, 2013 using the National Average Wage rate of increase published by the Social Security Administration in the preceding year (minimum of 2.75% and maximum of 5%). As of January 2017, the retirement benefits are indexed using the Internal Revenue Service regulations.Benefits provided under the Qualified Plan are based on pensionable earnings through December 31, 2013 up to the 2013 compensation limit of $255,000 under the Code. In addition, as of 2021,2022, benefits may not exceed $230,000$245,000 (payable as a single life annuity beginning at any age from 62 through Social Security Normal Retirement Age) under the Code.EXCESS PLANAs described above in the Frozen Defined Benefit Plans table, the Excess Plan disregards the annual benefit limit under Section 415 of the Code. The Excess Plan takes into account pension benefits outside of the Qualified Plan and is calculated as follows:
RETIREMENT AGEParticipants in the pension plans outlined above are eligible to retire as early as age 55. Under the Qualified Plan, participants may retire early at age 55 with five years of vesting service. Under the Excess Plan, generally participants can retire at the later of age 60 or termination. However, if a participant begins receiving a benefit prior to the normal retirement age of 65, the normal retirement benefit will be reduced based on the applicable early reduction factors defined in the plan. The benefit formulas for the Qualified and Excess Plans are shown above. Mr. Arnold is the only NEO currently eligible for early retirement under the Qualified Plan.20222023 UNUM GROUP PROXY STATEMENT 81 | 82REPORT OF THE HUMAN CAPITAL COMMITTEE Compensation Committee ReportThe Human Capital Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement. Based on such review and discussions, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2021 2022.Human Capital CommitteeCynthia L. Egan, ChairTheodore H. Bunting, Jr.Kevin T. KabatGale V. KingRonald P. O’Hanley82 20222023 UNUM GROUP PROXY STATEMENT | 83 2022 Summary Compensation TableName and Principal Position Year Salary Stock Awards Non-Equity Incentive Plan Compensation Change in Pension Value & Non-Qualified Deferred Compensation Earnings All Other Compensation Total ($) ($) ($) ($) ($) ($) Richard P. McKenney President and Chief Executive Officer, and a Director 2021 1,050,000 3,750,010 (1) 4,263,000 (2) — (3) 286,670 (4) 9,349,680 2020 1,078,846 (5) 9,906,877 (6) 1,812,462 167,000 293,553 13,258,738 2019 1,000,000 6,420,903 (7) 1,710,000 161,000 435,283 9,727,186 Steven A. Zabel 2021 620,192 600,005 (1) 1,214,930 (2) — (3) 128,138 (4) 2,563,265 2020 617,308 (5) 938,550 (6) 597,554 — 120,050 2,273,462 2019 456,308 280,159 (7) 410,335 — 73,235 1,220,037 Michael Q. Simonds 2021 700,000 847,470 (1) 1,550,850 (2) — (3) 144,113 (4) 3,242,433 2020 718,846 (5) 2,114,113 (6) 735,785 368,000 139,885 4,076,629 2019 634,817 1,261,822 (7) 628,469 340,000 143,048 3,008,156 Lisa G. Iglesias Executive Vice President, General Counsel 2021 550,000 371,253 (1) 798,518 (2) — (3) 103,624 (4) 1,823,395 2020 571,154 (5) 1,118,060 (6) 434,077 — 109,804 2,233,095 2019 544,277 780,971 (7) 465,357 — 112,906 1,903,511 Puneet Bhasin 2021 540,000 337,498 (1) 803,925 (2) — (3) 94,061 (4) 1,775,484 Name and Principal Position Year Salary Bonus Stock Awards Non-Equity Incentive Plan Compensation Change in Pension Value & Non-Qualified Deferred Compensation Earnings All Other Compensation Total ($) ($) ($) ($) ($) ($) ($) Richard P. McKenney President and Chief Executive Officer, and a Director 2022 1,090,385 — 4,200,000 (1) 3,761,828 (2) — (4) 544,654 (5) 9,596,867 2021 1,050,000 — 3,750,010 4,263,000 (3) — 286,670 9,349,680 2020 1,078,846 (6) — 9,906,877 (7) 1,812,462 167,000 293,553 13,258,738 Steven A. Zabel Executive Vice President,Chief Financial Officer2022 637,116 129,016 (2) 773,445 (1) 1,290,160 (2) — (4) 174,770 (5) 3,004,507 2021 620,192 — 600,005 1,214,930 (3) — 128,138 2,563,265 2020 617,308 (6) — 938,550 (7) 597,554 — 120,050 2,273,462 Michael Q. Simonds Executive Vice President,Chief Operating Officer2022 716,154 150,393 (2) 962,492 (1) 1,503,924 (2) — (4) 237,662 (5) 3,570,625 2021 700,000 — 847,470 1,550,850 (3) — 144,113 3,242,433 2020 718,846 (6) — 2,114,113 (7) 735,785 368,000 139,885 4,076,629 Lisa G. Iglesias Executive Vice President, General Counsel 2022 562,116 — 371,240 (1) 843,174 (2) — (4) 125,588 (5) 1,902,118 2021 550,000 — 371,253 798,518 (3) — 103,624 1,823,395 2020 571,154 (6) — 1,118,060 (7) 434,077 — 109,804 2,233,095 Timothy G. Arnold Executive Vice President,
Voluntary Benefits & President, Colonial Life2022 520,199 — 343,768 (1) 741,284 (2) — (4) 272,438 (5) 1,877,689 2021 500,035 — 328,141 738,417 (3) — 62,985 1,629,578 2020 519,267 (6) — 1,004,033 (7) 355,179 299,000 227,746 2,405,225 (1)These amounts reflect the value of restricted stock units (RSUs) granted on March 1, 2022 for performance in 2021 (see page 66 for details). See Note 11 ("Stock-Based Compensation") to our consolidated financial statements in our 2022 Form 10-K for additional information about the company's accounting for share-based compensation arrangements. The grant date fair value of the RSUs was calculated in accordance with ASC Topic 718 as the number of units granted multiplied by $26.88, the closing market price of shares of company stock on the grant date.(2)Amounts reflect the annual incentive awards paid in March 2023 for performance in 2022 and are discussed in further detail on page 64. As required under SEC rules, the 10% adjustments approved for Messrs. Zabel and Simonds are reported in the "Bonus" column and are discussed in further detail on pages 70 and 71, respectively.(3)These amounts reflect both annual and long-term incentive awards. The annual incentive awards were paid in March 2022 for performance in 2021. The long-term incentive awards consist of cash success units (CSUs) which were granted in 2020 under the one-time Success Incentive Plan. One-third of the CSUs vested at the end of the first performance period, on December 31, 2021.(4)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 90 and are consistent with those set forth in Note 9 of our Consolidated(1)These amounts reflect the value of PBRSUs granted on March 1, 2021 for performance in 2020 (see page 63 for details). See Note 11 (“Stock-Based Compensation”) to our consolidated financial statements in our 2021 Form 10-K for additional information about the company’s accounting for share-based compensation arrangements. 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 $27.20 on the grant date.2023 UNUM GROUP PROXY STATEMENT | 84 Financial Statements in Part II, Item 8 of our 2022 Form 10-K, except as otherwise provided in footnotes to the "Pension Benefits" table on page 90. The actual change in present value of accumulated benefits from December 31, 2021 through December 31, 2022 was ($58,000) and ($314,000) for Mr. McKenney’s Qualified and Excess Plan benefits, respectively, ($358,000) and ($475,000) for Mr. Simonds' Qualified and Excess Plan Benefits, respectively, and ($415,000) and $(211,000) for Mr. Arnold's Qualified and Excess Plan Benefits. respectively. The increase in discount rate more than offset the increase due to the passage of time. As such present values declined during this period, no amount is shown in this column in accordance with SEC rules.(5)"All Other Compensation" amounts are set forth in the following table.2022 ALL OTHER COMPENSATION McKenney Zabel Simonds Iglesias Arnold Employee and Spouse/Guest Attendance at Company Business Functions(a)$74,344 $7,090 $23,723 — $75,847 Personal Use of Company Aircraft(b)43,686 — — — — Total Perquisites $118,030 $7,090 $23,723 — $75,847 Matching Gifts Program(c)10,000 10,000 10,000 10,000 10,000 Company Matching Contributions Under our Qualified and Non-Qualified Defined Contribution Retirement Plan(d)186,819 78,742 93,138 59,456 55,712 Company Contributions to the Qualified and Non-Qualified Defined Contribution Retirement Plan(e)168,137 70,868 83,824 53,510 50,141 Non-Resident State Taxes(f)19,122 1,939 3,978 1,608 3,612 Tax Reimbursement Payments(g)42,546 6,081 22,999 1,014 67,606 Other(h)— 50 — — 9,520 Total All Other Compensation $544,654 $174,770 $237,662 $125,588 $272,438 (a)Spouses or guests sometimes accompany the NEOs at company business functions. Amounts shown represent the incremental cost to the company for such attendance.When these trips included travel on the company aircraft, the incremental cost to the company of such travel was calculated to determine amounts to be reported. 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 associated with travel on the company aircraft that do not change based on level of usage, such as pilot salaries and depreciation of the aircraft, are excluded. On occasion, executives and/or their spouses fly on the company aircraft as additional passengers on business flights, for which there is no incremental cost.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".(b)Mr. McKenney is allowed 20 hours of personal use of the company aircraft paid by the company per year. 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 associated with travel on the company aircraft that do not change based on level of usage, such as pilot salaries and depreciation of the aircraft, are excluded. Income is imputed to Mr. McKenney for this usage and he is responsible for the taxes incurred (i.e., the amount is not grossed-up for taxes).(c)Amounts represent those provided through our Matching Gifts Program, available to all full-time employees and non-employee directors. During 2022, 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 contributions made by them during the year. Additionally, all full-time employees and non-employee directors were eligible to make a Unum Political Action Committee (PAC) contribution. For those who chose to make a contribution to the Unum PAC and take advantage of the matching contribution feature, the company will make a matching contribution to the qualifying charity of the employee's choice up to the $10,000 matching gift limit in the following year. Therefore, if a NEO elected a match for their 2021 Unum PAC contributions, the matching gift was made in 2022 and is reflected in this amount.(d)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 in the "Retirement and Workplace Benefits" section. Matching contributions under our Non-Qualified Plan are provided to eligible officers participating in the plan. The company matched contributions dollar-for-dollar up to 5% of eligible earnings in 2022 under both the 401(k) Plan and Non-Qualified Plan.(2)These amounts reflect both annual and long-term incentive awards. The annual incentive awards were paid in March 2022 for performance in 2021 and are discussed in further detail beginning on page 62. The long-term incentive awards consist of cash success units (CSUs) which were granted in 2020 under the one-time Success Incentive Plan (SIP). One-third of the CSUs vested at the end of the first performance period, on December 31, 2021. As a result, our NEOs received the following amounts upon settlement of the vested CSUs: $1,617,000 for Mr. McKenney; $277,200 for Mr. Zabel; $404,250 for Mr. Simonds; $171,518 for Ms. Iglesias and $155,925 for Mr. Bhasin. Details on the SIP award vesting can be found on page 66.2023 UNUM GROUP PROXY STATEMENT | 85 (3)The amounts shown reflect the actuarial present value increases from December 31, 2020 through December 31, 2021. Pension values may fluctuate from year-to-year depending on a number of factors, including age at benefit commencement and the2022 UNUM PROXY STATEMENT83(e)These amounts represent the aggregate of company contributions under our 401(k) and Non-Qualified Plans as described 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.(f)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.(g)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.(h)Amounts represent other de minimis gifts and fringe benefits. Mr. Arnold participated in the company's student debt relief program, which allows employees to apply unused paid time off towards student loans.(6)There were 27 pay periods during 2020; therefore, the amount shown is higher than annual base salary for each of the NEOs.(7)These awards were comprised of performance share units (PSUs), RSUs and stock success units (SSUs). SSUs were granted as part of the one-time Success Incentive Plan in 2020. Beginning with the March 2021 long-term incentive grants, cash incentive units (CIUs) replaced the prior PSU awards. Since CIUs are tracked and denominated in cash, these awards are no longer reported in the "Stock Awards" column and will only be reported in the Summary Compensation Table under the "Non-Equity Incentive Plan Compensation" column at the time of vesting.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 88 and are consistent with those set forth in Note 9 of our Consolidated Financial Statements in Part II, Item 8 of our 2021 Form 10-K, except as otherwise provided in footnotes to the “Pension Benefits” table on page 88. The actual change in present value of accumulated benefits was ($2,000) and ($11,000) for Mr. McKenney’s Qualified and Excess Plan benefits, respectively, and ($17,000) and ($23,000) for Mr. Simonds’ Qualified and Excess Plan Benefits, respectively. The increase in discount rate more than offset the increase due to the passage of time.2023 UNUM GROUP PROXY STATEMENT | 86 (4)“All Other Compensation” amounts are set forth in the following table.2021 ALL OTHER COMPENSATION McKenney Zabel Simonds Iglesias Bhasin ($) ($) ($) ($) ($) Matching Gifts Program(a) 10,000 10,000 7,492 10,000 — Company Matching Contributions Under our Qualified and Non-Qualified Defined Contribution Retirement Plan(b) 143,123 60,887 71,789 49,204 48,178 Company Contributions to the Qualified and Non-Qualified Defined Contribution Retirement Plan(c) 128,811 54,799 64,610 44,283 43,360 Non-Resident State Taxes(d) 2,872 1,487 121 83 1,530 Tax Reimbursement Payments(e) 1,864 965 78 54 993 Company Meeting - Gift Card(f) — — 23 — — Total All Other Compensation $286,670 $128,138 $144,113 $103,624 $94,061 (a)Amounts represent those provided through our Matching Gifts Program, available to all full-time employees and non-employee directors. During 2021, 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 contributions made by them during the year. Additionally, all full-time employees and non-employee directors were eligible to make a Unum Political Action Committee (PAC) contribution. For those who chose to make a contribution to the Unum PAC and take advantage of the matching contribution feature, the company will make a matching contribution to the qualifying charity of the employee’s choice up to the $10,000 matching gift limit in the following year. Therefore, if an NEO elected a match for their 2020 Unum PAC contributions, the matching gift was made in 2021 and is reflected in this amount.(b)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 79 in the “Retirement and Workplace Benefits” section. Matching contributions under our Non-Qualified Plan are provided to eligible officers participating in the plan, which is also described beginning on page 79. The company matched contributions dollar-for-dollar up to 5% of eligible earnings in 2021 under both the 401(k) Plan and Non-Qualified Plan.(c)These amounts represent the aggregate of company contributions under our 401(k) and Non-Qualified Plans as described beginning on page 79 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.(d)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.(e)Amounts represent tax payments made by us on behalf of each NEO relating to Non-Resident State Taxes. As disclosed on page 78, 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.(f)During 2021, Mr. Simonds received a gift card as part of his attendance at a business meeting(5)There were 27 pay periods during 2020; therefore, the amount shown is higher than annual base salary for each of the NEOs.(6)These awards were comprised of performance share units (PSUs), performance-based restricted stock units (PBRSUs) and stock success units (SSUs). SSUs were granted under the one-time SIP awards in 2020. Beginning with the March 2021 long-term incentive grants, cash incentive units (CIUs) replaced the prior PSU awards. Since CIUs are tracked and denominated in cash, these awards are no longer reported in the “Stock Awards” column and will only be reported in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column at the time of vesting. For further details on CIUs granted in 2021, see page 62.(7)These awards were comprised of performance share units (PSUs) and performance-based restricted stock units (PBRSUs).842022 UNUM PROXY STATEMENT20212022 Grants of Plan-Based Awards Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) All Other Stock Awards
(Number of Shares of
Stock or Units) (1)(#)Grant Date Fair
Value of StockAwards
($) Threshold Target Max McKenney 551,250 2,205,000 4,134,375 (2) 3/1/2021 3,750,000 7,500,000 (3) 3/1/2021 137,868 3,750,010 (4) Zabel 186,058 744,230 1,395,431 (2) 3/1/2021 600,000 1,200,000 (3) 3/1/2021 22,059 600,005 (4) Simonds 227,500 910,000 1,706,250 (2) 3/1/2021 847,459 1,694,918 (3) 3/1/2021 31,157 847,470 (4) Iglesias 130,625 522,500 979,688 (2) 3/1/2021 371,250 742,500 (3) 3/1/2021 13,649 371,253 (4) Bhasin 135,000 540,000 1,012,500 (2) 3/1/2021 337,500 675,000 (3) 3/1/2021 12,408 337,498 (4) Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($) All Other Stock Awards (Number of Shares of Stock or Units) (#)(1)Grant Date Fair Value of Stock Awards ($) Threshold Target Max McKenney 626,972 2,507,886 5,015,772 (2) 3/1/2022 4,200,000 8,400,000 (3) 3/1/2022 156,250 4,200,000 (4) Zabel 215,027 860,107 1,720,214 (2) 3/1/2022 773,438 1,546,876 (3) 3/1/2022 28,774 773,445 (4) Simonds 250,654 1,002,616 2,005,232 (2) 3/1/2022 962,500 1,925,000 (3) 3/1/2022 35,807 962,492 (4) Iglesias 140,529 562,116 1,124,232 (2) 3/1/2022 371,250 742,500 (3) 3/1/2022 13,811 371,240 (4) Arnold 123,547 494,189 988,378 (2) 3/1/2022 343,774 687,548 (3) 3/1/2022 12,789 343,768 (4) (1)Restricted stock units (RSUs) were granted on March 1, 2022 under the Stock Incentive Plan of 2017. Details are provided in the "Long-Term Incentive Granted in 2022" table and related footnotes.(2)The amounts in this row reflect the threshold, target, and maximum award that could be earned in 2022 under the Annual Incentive Plan. 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 2022 and their annual incentive target. The maximum award is 200% of such target.(3)The amounts in this row reflect the target and maximum award for the cash incentive units (CIUs) awarded under the Long-Term Incentive plan. The actual amount that will be issued will be determined based on the achievement of the three-year performance goals (2022-2024), modified by relative total shareholder return, as described in further detail in the "Long-Term Incentive" section.(4)The grant date fair value of the RSUs granted on March 1, 2022 was calculated as the number of units granted multiplied by $26.88, the closing market price of shares of company stock on the grant date.(1)Performance-based restricted stock units (PBRSUs) were granted on March 1, 2021 under the Stock Incentive Plan of 2017. Details are provided in the “Long-Term Incentive Awards Granted in 2021” table and related footnotes beginning on page 63.2023 UNUM GROUP PROXY STATEMENT | 87 (2)These amounts reflect the threshold, target, and maximum award under the Annual Incentive Plan. 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 2021 and their annual incentive target. The maximum award is 187.5% of such target (150% plan maximum multiplied by 125% individual maximum).(3)These amounts reflect the target and maximum award for the cash incentive units (CIUs) awarded under the Long-Term Incentive plan. The actual amount that will be issued will be determined based on the achievement of the three-year performance goals (2021-2023), modified by relative TSR, as described in further detail in the “Long-Term Incentive” section beginning on page 62.(4)The grant date fair value of the PBRSUs granted on March 1, 2021 was calculated as the number of units multiplied by the closing market price of $27.20 on the grant date.2022 UNUM PROXY STATEMENT8520212022 Outstanding Equity Awards at Fiscal Year-EndSTOCK AWARDS Number of Shares or Units of Stock That Have Not Vested
Number of Unearned Shares, Units or Other Rights That Have Not Vested(2)Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) (#) ($) (#) ($) McKenney 386,036 9,484,905 136,637 3,357,171 Zabel 42,139 1,035,355 15,479 380,319 Simonds 86,321 2,120,907 26,426 649,287 Iglesias 41,429 1,017,911 15,927 391,326 Bhasin 32,212 791,449 15,484 380,442 (1)The amounts in the “Number of Shares or Units of Stock That Have Not Vested” column represent the aggregate value of performance-based restricted stock units (PBRSUs), including dividend equivalents as applicable, and stock success units (SSUs) based on the closing price of $24.57 on December 31, 2021, the last trading day of the year. Beginning with the 2020 grants, dividends are accrued in cash and paid at the same time that the underlying PBRSUs and SSUs vest. As of December 31, 2021, our NEOs had the following amounts (rounded) of accrued cash dividends on their outstanding PBRSUs and SSUs: $609,305 for Mr. McKenney; $67,119 for Mr. Zabel; $133,449 for Mr. Simonds; $66,249 for Ms. Iglesias and $53,787 for Mr. Bhasin.(2)This column reflects PSU awards that were granted on 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 2020 awards were below target. Actual shares to be issued under PSUs granted in connection with the 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 2019 (for the 2019-2021 performance period) vested on December 31, 2021 and are shown in the “2021 Option Exercises and Stock Vested” table.(3)The amounts in this column represent the aggregate value of PSUs based on the closing price of $24.57 on December 31, 2021, the last trading day of the year. Dividends are accrued in cash and paid at the same time that the underlying PSUs vest. As of December 31, 2021, our NEOs had the following amounts (rounded) of accrued cash dividends on their 2020 outstanding PSU grant: $276,690 for Mr. McKenney; $31,345 for Mr. Zabel; $53,513 for Mr. Simonds; $32,252 for Ms. Iglesias; and $31,355 for Mr. Bhasin.862022 UNUM PROXY STATEMENTSTOCK AWARDS Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested(1)(2)Equity Incentive Plan Awards:Number of Unearned Shares, Units or Other Rights That Have Not VestedEquity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) ($) (#) ($) McKenney 419,947 17,230,425 — — Zabel 56,407 2,314,379 — — Simonds 96,885 3,975,192 — — Iglesias 41,617 1,707,546 — — Arnold 37,036 1,519,587 — — Table(1)The amounts in the "Number of ContentsShares or Units of Stock That Have Not Vested" column represent the aggregate value of outstanding and unvested restricted stock units (RSUs) and stock success units (SSUs) based on the closing stock price of $41.03 on December 30, 2022, the last trading day of the year. Dividends on these awards are accrued in cash and paid at the same time that the underlying RSUs and SSUs vest. As of December 31, 2022, our NEOs had the following amounts (rounded) of accrued cash dividends on their outstanding RSUs and SSUs: $839,767 for Mr. McKenney; $97,222 for Mr. Zabel; $193,424 for Mr. Simonds; $86,626 for Ms. Iglesias and $76,359 for Mr. Arnold.(2)SSUs were granted in August 2020 and have a six-year term, with the opportunity for proportional accelerated vesting after one-, three- and five-year performance periods. Each performance period began on January 1, 2021 and the awards will vest in full on the sixth anniversary of the grant date (August 2026), subject to the executive’s continued employment, unless vesting is accelerated based on the company’s achievement of three performance hurdles. As of December 31, 2022, two-thirds of the SSU awards remained outstanding.COMPENSATION TABLESVesting Schedule for Unvested Restricted Stock Units Number of Units Vesting Vesting Date Grant Date McKenney Zabel Simonds Iglesias Bhasin March 1, 2022 (1) 3/1/2019 31,753 2,119 6,240 3,862 3,149 March 1, 2022 3/1/2020 45,090 5,108 8,721 5,256 5,110 March 1, 2022 3/1/2021 45,496 7,279 10,281 4,504 4,094 March 1, 2023 3/1/2020 46,458 5,263 8,985 5,416 5,265 March 1, 2023 3/1/2021 45,496 7,279 10,282 4,504 4,095 March 1, 2024 3/1/2021 46,876 7,501 10,594 4,641 4,219 August 24, 2026 (2) 8/24/2020 124,867 7,590 31,217 13,245 6,280 Total 386,036 42,139 86,320 41,428 32,212 Number of Units Vesting(1)Vesting Date Grant Date McKenney Zabel Simonds Iglesias Arnold March 1, 2023 3/1/2020 46,458 5,263 8,985 5,416 5,015 March 1, 2023 3/1/2021 45,496 7,279 10,282 4,504 3,981 March 1, 2023 3/1/2022 51,562 9,495 11,816 4,557 4,220 March 1, 2024 3/1/2021 46,876 7,501 10,594 4,641 4,102 March 1, 2024 3/1/2022 51,563 9,495 11,816 4,558 4,220 March 1, 2025 3/1/2022 53,125 9,784 12,175 4,696 4,349 August 24, 2026(2)8/24/2020 124,867 7,590 31,217 13,245 11,149 Total 419,947 56,407 96,885 41,617 37,036 (1)Dividend equivalents accrue and settle in cash to the extent that the underlying RSUs and SSUs vest.(2)These SSUs are eligible for accelerated vesting after 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 Success Incentive Plan beginning on page 62 of our 2021 Proxy Statement.(1)These PBRSUs include dividend equivalents earned through December 31, 2021. Beginning with the March 1, 2020 grant, dividend equivalents accrue and settle in cash to the extent that the underlying PBRSUs and SSUs vest.2023 UNUM GROUP PROXY STATEMENT | 88 2022 Stock VestedStock Awards Number of Shares Acquired on Vesting(1)Value Realized on Vesting(2)(3)(#) ($) McKenney(4)368,617 14,355,240 Zabel 42,391 1,645,738 Simonds 72,874 2,820,650 Iglesias 42,331 1,655,264 Arnold 38,805 1,521,935 (1)Reflects the number of restricted stock units (RSUs) and performance share units (PSUs) that vested during 2022. Accrued dividend equivalents were reinvested into additional RSUs for grants prior to March 1, 2020, which are included in the number of shares in this column. A portion of these shares were withheld to cover taxes due upon vesting.(2)Beginning with March 1, 2020 grants, dividends are accrued in cash and paid at the same time that the underlying RSUs and PSUs vest. Our NEOs had the following amounts (rounded) of accrued cash dividends on their vested RSUs and PSUs: $966,681 for Mr. McKenney; $112,029 for Mr. Zabel; $188,716 for Mr. Simonds; $111,734 for Ms. Iglesias and $103,238 for Mr. Arnold. Accrued cash dividends were distributed on March 1, 2022 for the RSUs and February 17, 2023 for the PSUs, respectively, and are included in the "Value Realized on Vesting" column. Prior to the distribution of the vested PSU awards, the first quarter 2023 dividend was paid in February 2023 and was due on the PSUs which had vested on December 31, 2022. Therefore, the following amounts were included in the distributions of the PSUs: $81,162 for Mr. McKenney, $9,195 for Mr. Zabel; $15,697 for Mr. Simonds; $9,461 for Ms. Iglesias and $8,760 for Mr. Arnold. These February 2023 amounts were excluded from the "Value Realized on Vesting" column above since they were earned after the vesting date of the PSUs. A portion of the cash was withheld to cover taxes due upon vesting.(3)RSUs were multiplied by the closing stock price on the vesting date, March 1, 2022. PSUs that were granted in 2020 (for the 2020-2022 performance period) vested on December 31, 2022. They were multiplied by the closing stock price of $41.03 on December 30, 2022, the last trading day of the year. PSUs were distributed on February 17, 2023 on which date the closing stock price was $42.81 per share.(4)Per the terms of the award agreement, 50% of Mr. McKenney's 2020 RSU awards (representing 22,545 shares) were settled in cash.(2)These SSUs are eligible for accelerated vesting after three- and five-year performance periods, in each case conditioned upon achievement of the performance hurdles during the applicable performance period. See the details of the Success Incentive Plan on page 62 of our 2021 Proxy Statement.2023 UNUM GROUP PROXY STATEMENT | 89 2021 Option Exercises and Stock Vested Option Awards Stock Awards(1) Number of Shares Acquired
on Exercise (#)Value Realized on Exercise
($)Number of Shares Acquired
on Vesting(2) (#)Value Realized on Vesting(3)(4)
($)McKenney 39,760 52,086 222,019 5,835,011 Zabel — — 13,071 353,460 Simonds — — 46,133 1,215,777 Iglesias — — 25,395 669,921 Bhasin — — 20,974 565,773 (1)Reflects the PBRSUs, PSUs and SSUs that vested during 2021.(2)Includes the total number of unrestricted shares acquired upon the vesting of PBRSUs, PSUs and SSUs. Accrued dividend equivalents were reinvested into additional restricted stock units for grants prior to March 1, 2020, which are included in the “Number of Shares Acquired on Vesting” column. A portion of these shares were withheld to cover taxes due upon vesting.(3)Beginning with March 1, 2020 grants, dividends are accrued in cash and paid at the same time that the underlying PBRSUs and SSUs vest. During 2021, our NEOs had the following amounts (rounded) of accrued cash dividends on their vested PBRSUs and SSUs: $115,184 for Mr. McKenney; $11,262 for Mr. Zabel; $32,311 for Mr. Simonds; $15,482 for Ms. Iglesias and $10,325 for Mr. Bhasin. Accrued cash dividends were distributed on March 1, 2021 for the PBRSUs and February 18, 2022 for the SSUs, respectively, and are included in the “Value Realized on Vesting” column. Prior to the distribution of the vested SSU awards, the first quarter 2022 dividend was paid in February 2022 and was due on the SSUs which had vested on December 31, 2021. Therefore, the following amounts were included in the distributions of the SSUs: $18,450 for Mr. McKenney, $1,121 for Mr. Zabel; $4,613 for Mr. Simonds; $1,957 for Ms. Iglesias and $928 for Mr. Bhasin. These February 2022 amounts were excluded from the “Value Realized on Vesting” column above since they were earned after the vesting date of the SSUs.(4)PBRSUs were multiplied by the closing stock price on the vesting date, March 1, 2021. PSUs that were granted in 2019 (for the 2019-2021 performance period) and one-third of the SSUs that were granted in 2020 vested on December 31, 2021. They were multiplied by the closing stock price of $24.57 on December 31, 2021. PSUs and SSUs were distributed on February 18, 2022 on which date the closing stock price was $28.82 per share.2022 UNUM PROXY STATEMENT87Current Value of Pension BenefitsPension benefits payable to each NEO are summarized in the following table:PENSION BENEFITS Plan Name
Credited Service(2)McKenney Qualified 4.42 149,000 — Excess 4.42 814,000 — Zabel(1) Qualified — — — Excess — — — Simonds Qualified 16.25 778,000 — Excess 16.25 1,032,000 — Iglesias(1) Qualified — — — Excess — — — Bhasin(1) Qualified — — — Excess — — — (1)No amounts are shown for Messrs. Zabel and Bhasin and Ms. Iglesias because the plans were frozen to further accruals on December 31, 2013, before their eligibility and/or employment began.(2)All calculations utilize credited service and pensionable earnings as of the pension freeze date, December 31, 2013. Therefore the credited service shown reflects service through December 31, 2013. While all named executives have continued in service through the December 31, 2021 measurement date, no additional pensionable earnings or credited service have been accrued following the freeze date.(3)The “Present Value of Accumulated Benefits” is based upon a measurement date of December 31, 2021, which is the same measurement date used for financial statement reporting purposes for the company’s audited financial statements as found in Note 9 to the Consolidated Financial Statements contained in the company’s 2021 Form 10-K. All calculations utilize the following assumptions:PENSION BENEFITS Plan Name Number of Years of Credited Service(2)(#)Present Value ofAccumulated Benefits(3)($)Payments During Last
Fiscal Year
($)McKenney Qualified 4.42 91,000 — Excess 4.42 500,000 — Zabel(1)Qualified — — — Excess — — — Simonds Qualified 16.25 420,000 — Excess 16.25 557,000 — Iglesias(1)Qualified — — — Excess — — — Arnold Qualified 28.83 1,063,000 — Excess 28.83 540,000 — (1)No amounts are shown for Mr. Zabel and Ms. Iglesias because the plans were frozen to further accruals on December 31, 2013, before their eligibility and/or employment began.(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, 2022 measurement date, no additional pensionable earnings or credited service have been accrued following the freeze date.(3)The "Present Value of Accumulated Benefits" is based upon a measurement date of December 31, 2022, which is the same measurement date used for financial statement reporting purposes for the company’s audited financial statements as found in Note 9 to the Consolidated Financial Statements contained in the company’s 2022 Form 10-K. All calculations utilize the following assumptions:•Retirement Age: Assumes age 65.•Discount Rate: 3.10%5.70%•Salary Increase Rate: Not applicable.•Social Security Indexing Rate: 3.5% to index the Qualified and Excess Plan benefits from the measurement date to commencement date.•Pension Increase Rate: Not applicable.•Pre-Retirement Decrements: None.•Post-Retirement Mortality Table: Pri-2012 Mortality Tables projected using fully generational Scale MP-2020.8820222023 UNUM GROUP PROXY STATEMENT | 90 Non-Qualified Deferred CompensationWe havemaintain one active non-qualified defined contribution plan (Non-Qualified Plan) that allows for deferrals of compensation by our NEOs.NON-QUALIFIED DEFERRED COMPENSATION Plan McKenney Non-Qualified DC 128,623 244,384 734,596 — 4,514,480 Zabel Non-Qualified DC 46,387 88,136 44,666 — 393,370 Simonds Non-Qualified DC 57,289 108,850 293,936 — 1,744,452 Iglesias Non-Qualified DC 138,815 65,937 166,644 — 1,512,219 Bhasin Non-Qualified DC 67,355 63,988 3,776 — 659,352 NON-QUALIFIED DEFERRED COMPENSATION 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)($) ($) ($) ($) ($) McKenney Non-Qualified DC 171,569 325,982 (776,309) — 4,235,722 Zabel Non-Qualified DC 63,492 120,635 (93,826) — 483,671 Simonds Non-Qualified DC 77,888 147,987 (193,028) — 1,777,299 Iglesias Non-Qualified DC 176,823 83,991 (288,365) — 1,484,668 Arnold Non-Qualified DC 80,953 76,878 (446,575) — 1,732,716 (1)These amounts are included in the Summary Compensation Table in the "Salary" and "Non-Equity Incentive Plan Compensation" columns for 2022 for each NEO.(2)These amounts represent company contributions through our Non-Qualified Plan, as described in the "Retirement and Workplace Benefits" section. The amounts are included in the "All Other Compensation" column of the Summary Compensation Table for 2022 for each NEO.(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 years' Summary Compensation Tables in the "Salary," "Non-Equity Incentive Plan Compensation," or "All Other Compensation" columns, as applicable, to the extent that the NEO was a NEO at the time: $2,665,887 for Mr. McKenney; $259,117 for Mr. Zabel; $1,103,722 for Mr. Simonds; $1,046,877 for Ms. Iglesias, and $569,749 for Mr. Arnold.(1)These amounts are included in the Summary Compensation Table in the “Salary” and “Non-Equity Incentive Plan Compensation” columns for 2021 for each NEO.2023 UNUM GROUP PROXY STATEMENT | 91 (2)These amounts represent company contributions through our Non-Qualified Plan, as described in the “Retirement and Workplace Benefits” section beginning on page 79. The amounts are included in the “All Other Compensation” column of the Summary Compensation Table for 2021 for each NEO.(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 years’ Summary Compensation Tables in the “Salary,” “Non-Equity Incentive Plan Compensation,” or “All Other Compensation” columns, as applicable, to the extent that the NEO was a NEO at the time: $2,292,880 for Mr. McKenney; $124,594 for Mr. Zabel; $937,583 for Mr. Simonds; and $842,125 for Ms. Iglesias. Mr. Bhasin’s balance in the Non-qualified DC plan was $524,233 at December 31, 2020, which is included in the aggregate balance at December 31, 2021.2022 UNUM PROXY STATEMENT89POST-EMPLOYMENT COMPENSATIONPost-Employment CompensationThe discussion below outlines estimated benefits payable to our NEOs under various termination scenarios as of December 31, 2021.The following terminology will be used throughout the discussion of the various termination scenarios:TERMINATION DEFINITIONSTERMINATION DEFINITIONS 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 “guilty”"guilty" or “no contest”"no contest").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 constitute a majority of the Board during such period; (b) an entity acquires 20% of our voting stock (30% in some instances); (c) we consummate certain transactions such as a merger or disposition of substantially all of our assets; or (d) shareholders approve a plan of liquidation or distribution. In the event of any termination of employment, each NEO would receive benefits to which he or she is entitled, including any unpaid base salary through the date of termination, accrued vacation, and accrued benefits under the retirement plans.Severance and Change in Control ArrangementsWe have the following severance and change in control contracts and plans covering the NEOs.SEVERANCE BENEFITSThe company provides severance benefits to all employees (including our NEOs) in the event of involuntary termination, other than for death, disability or cause. In general, we provide severance in order to give our employees competitive benefits with respect to the possibility of an involuntary termination of their employment.Pursuant to arrangements more fully described in the next section, severance benefits would be provided to the NEOs as follows: (1) to Mr. McKenney under a severance agreement dated effective as of April 1, 2015, and (2) to the other NEOs under our Separation Pay Plan for Executive Vice Presidents and applicable change in control severance agreements.When termination of employment is accompanied by severance payments, the former executive is required to release claims he or she may have against us, and to provide us with certain confidentiality, non-solicitation, non-competition, and non-disparagement covenants. We also agree to indemnify the former executive for certain actions taken on the company’s behalf during his or her employment.9020222023 UNUM GROUP PROXY STATEMENT | 92 POST-EMPLOYMENT COMPENSATIONCHANGE IN CONTROL AGREEMENTSEach NEO, other than Mr. McKenney, is covered by a standalone change in control severance agreement with the company. These agreements provide an enhanced severance benefit in the event of a termination following a change in control. This ensures the covered executives remain focused during the critical times before and after a major corporate transaction, regardless of any uncertainty with respect to their future employment.None of the NEOs havehas an excise tax gross-up provision in their agreements.As indicated above, change in control benefits are available to Mr. McKenney under his severance agreement. Mr. McKenney’sMcKenney's agreement specifically addresses post-employment payments, including in the event of a termination of employment in connection with a change in control.In the event of termination within the two yearsyear period immediately following the occurrence of a change in control, our NEOs (including Mr. McKenney) would receive the following benefits under their respective agreements:•A multiple of the sum of base salary and annual incentive, which for Mr. McKenney is three 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 termination, and for the other NEOs is two times the sum of his or her annual base salary and annual incentive (the greater of the current year target or the prior year annual incentive paid);•Prorated annual incentive through the date of termination of employment, which for Mr. McKenney is based on the average of the annual incentive paid to him in the three most recent calendar years, and for the other NEOs is based on the greater of the current year target or the prior year annual incentive paid;•Health and welfare benefits, which for Mr. McKenney are provided for up to three years, and for the other NEOs are provided for up to two years;•Outplacement services (20% of base salary, maximum of $50,000); and•Accelerated vesting of unvested CIUs, CSUscash incentive units (CIUs), cash success units (CSUs) and equity awards (including SSUs)stock success units (SSUs)), that were assumed upon the change in control, but only if the termination of employment was due to death or disability, by the company without cause, or by the executive for good reason, provided that PSUs would be deemed earned at target performance.reason. The date of a change in control shall be deemed the last day of the performance period solely for the purpose of calculating performance for CIUs.Notwithstanding the above, the change in control payments would be reduced if the reduction would result in greater after-tax proceeds to the executive absent the reduction. Otherwise, the executive would receive the above payments and be responsible for paying any excise tax imposed on the payments.TERMINATIONS NOT RELATED TO A CHANGE IN CONTROLThere are instances in which a NEO’s employment may be terminated that does not involve a change in control. The company may terminate for cause or without cause. Additionally, termination of employment may occur upon a NEO’s voluntary resignation, retirement, death, or becoming disabled.In the event of the death, disability or retirement (if eligible) of a NEO, all of the NEO’s unvested PBRSUsrestricted stock units (RSUs) would vest. In the event of termination of employment as a result of job elimination or requalification (or, in the case of Mr. McKenney, resignation for good reason), the NEOs would vest in a pro-rata portion of earned PSUs and CIUs and in the event of termination of employment as a result of death, disability, or retirement, the NEOs would vest in earned PSUs and CIUs, in each case on the date that such awards would otherwise be settled based on actual performance. However, to the extent necessary to avoid the imposition of penalty taxes under Code Section 409A, stock would not be distributed until at least six months after the date of termination.20222023 UNUM GROUP PROXY STATEMENT 91 | 93POST-EMPLOYMENT COMPENSATIONNEOs receive additional benefits depending upon the termination scenario as outlined in the following table:TERMINATION BENEFITS AVAILABLE TO CEO AND OTHER NEOs UNDER NON-CHANGE IN CONTROL SCENARIOSTERMINATION BENEFITS AVAILABLE TO CEO AND OTHER NEOs UNDER NON-CHANGE IN CONTROL SCENARIOS Benefits Received Termination for
Cause or Voluntary
ResignationTermination Without Cause
or Resignation with Good
Reason*Disability Death Retirement Severance(1)CEO, Other NEOs Prorated Annual Incentive(2)CEO CEO, Other NEOs CEO, Other NEOs If Retirement Eligible Early Vesting of LTI Long-Term Incentive(3)(4)CEO CEO, Other NEOs CEO, Other NEOs If Retirement Eligible Benefit Continuation(5)CEO CEO, NEOsCEO, NEOsIf Retirement EligibleBenefit Continuation (5)Outplacement Services(6)CEO, Other NEOs Outplacement Services (6)Disability Benefits(7)CEO, Other NEOs DisabilityGroup Life Insurance Benefits(7)(8)CEO, Other NEOs Group Life Ins. Benefits (8)CEO, NEOsCorporate Owned Life Ins. Insurance(8)CEO/Other 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 termination. Other NEOs who are terminated without cause will receive 18 months of base salary. See the following table for termination benefits related to a change in control.(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 June.(3)If Mr. McKenney is terminated without cause or resigns for Good Reason, a prorated portion of his unvested PBRSUs will accelerate vesting under the terms of the award agreements. Additionally, he would be eligible to receive a prorated portion of unvested PSUs and CIUs based on actual performance at the end of the three-year performance cycle.(4)For all NEOs, absent a change in control, in the event of death, disability, or retirement (if eligible), their unvested PBRSUs will accelerate. Additionally, they would be eligible to receive any unvested PSUs and CIUs based on actual performance at the end of the three-year performance cycle. Absent a change in control, all unvested CSUs and SSUs would be forfeited.(5)If Mr. McKenney is terminated without cause or resigns with Good Reason, he will receive health and welfare benefits for up to two years.(6)Outplacement services are capped at 20% of base salary (up to a maximum of $50,000).(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 employee. Corporate owned life insurance (COLI) benefits are applicable for each NEO who was eligible at the time of purchase and gave their approval. The beneficiary (as defined in the policy) will receive $200,000 if the NEO is an active employee at death, or $50,000 if the NEO is not an active employee at death. * Mr. McKenney is the only NEO entitled to benefits in the event of a resignation for good reason other than in connection with 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 termination. Other NEOs who are terminated without cause will receive 18 months of base salary. See the following table for termination benefits related to a change in control.(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 June.(3)If Mr. McKenney is terminated without cause or resigns for good reason, a prorated portion of his unvested RSUs will accelerate vesting under the terms of the award agreements. Additionally, he would be eligible to receive a prorated portion of unvested CIUs based on actual performance at the end of the three-year performance cycle.(4)For all NEOs, absent a change in control and in the event of death, disability, or retirement (if eligible), their unvested RSUs will accelerate. Additionally, they would be eligible to receive any unvested CIUs based on actual performance at the end of the three-year performance cycle. Absent a change in control, all unvested CSUs and SSUs would be forfeited.(5)If Mr. McKenney is terminated without cause or resigns with good reason, he will receive health and welfare benefits for up to two years.(6)Outplacement services are capped at 20% of base salary (up to a maximum of $50,000).(7)Consists of 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 employee. Corporate owned life insurance (COLI) benefits are applicable for each NEO who was eligible at the time of purchase and gave their approval. The beneficiary (as defined in the policy) will receive $200,000 if the NEO is an active employee at death, or $50,000 if the NEO is not an active employee at death. Mr. Arnold is covered under two COLI benefits; his beneficiary will receive a total of $400,000 if Mr. Arnold is active at death, or $50,000 if he is not an active employee at death.TERMINATION PAYMENTSTermination payments are provided to NEOs as outlined in the following table and vary with the circumstances under which the termination occurs. In the event of termination as a result of death, payments will be made to the named executive officer’s beneficiary.Consistent with SEC requirements, all termination scenarios in the table below assume a termination date of December 31, 2021.2022. Accordingly, all calculations in the following table were made using the closing market price of our common stock as of $41.03 per share on December 31, 2021 ($24.57 per share).30, 2022, the last trading day of the year. We have excluded amounts received as an annuity under our retirement plans. The amounts shown in the table also do not include distributions of plan balances under the Non-Qualified Plan. Those amounts are shown in the “Non-Qualified"Non-Qualified Deferred Compensation”Compensation" table on page 89.91.9220222023 UNUM GROUP PROXY STATEMENT | 94 POST-EMPLOYMENT COMPENSATIONThe amounts in the following table are hypothetical based on the rules of the SEC. Actual payments depend on the circumstances and timing of any termination. The information provided in this table constitutes forward-looking statements for purposes of the Private Litigation Securities Reform Act of 1995.TERMINATION TABLE McKenney Zabel Simonds Iglesias Bhasin Termination Scenario ($) ($) ($) ($) ($) Termination for Cause or Voluntary Resignation — — — — — Total $ — $ — $ — $ — $ — Termination Without Cause or Resignation with Good Reason (CEO) Severance 5,714,975 937,500 1,050,000 825,000 810,000 Prorated Annual Incentive(1) 1,807,487 — — — — Early Vesting of Long-Term Incentive(2) 7,972,185 — — — — Benefit Continuation 89,973 — — — — Outplacement Services 50,000 50,000 50,000 50,000 50,000 Total $ 15,634,620 $ 987,500 $ 1,100,000 $ 875,000 $ 860,000 Disability Prorated Annual Incentive(1)(3) 1,807,487 937,730 1,146,600 627,000 648,000 Early Vesting of Long-Term Incentive(4) 14,228,406 1,916,609 2,992,192 1,534,287 1,431,096 Disability Benefits 297,600 290,833 395,315 222,960 148,952 Total $ 16,333,493 $ 3,145,172 $ 4,534,107 $ 2,384,247 $ 2,228,048 Death Prorated Annual Incentive(1)(3) 1,807,487 937,730 1,146,600 627,000 648,000 Early Vesting of Long-Term Incentive(4) 14,228,406 1,916,609 2,992,192 1,534,287 1,431,096 Group Life Ins. Benefits 50,000 50,000 50,000 50,000 50,000 Corporate Owned Life Ins. 200,000 200,000 200,000 200,000 — Total $ 16,285,893 $ 3,104,339 $ 4,388,792 $ 2,411,287 $ 2,129,096 Termination Related to a Change in Control Severance 8,572,462 2,750,000 3,220,000 2,145,000 2,160,000 Prorated Annual Incentive(1)(3) 1,807,487 750,000 910,000 522,500 540,000 Early Vesting of Long-Term Incentive 20,761,070 2,676,939 4,625,364 2,227,220 1,911,108 Benefit Continuation 130,459 79,353 98,602 101,791 101,791 Outplacement Services 50,000 50,000 50,000 50,000 50,000 DC Enhancement(5) 258,000 — 129,000 — — 280G Cut-back(6) (4,322,043 ) — (915,390 ) — — Total $ 27,257,435 $ 6,306,292 $ 8,117,576 $ 5,046,511 $ 4,762,899 Retirement(7) — — — — — Total $ — $ — $ — $ — $ — TERMINATION TABLE Termination Scenario McKenney Zabel Simonds Iglesias Arnold ($) ($) ($) ($) ($) Termination for Cause or Voluntary Resignation — — — — — Total — — — — — Termination Without Cause or Resignation with Good Reason (CEO) Severance 6,312,308 960,000 1,080,000 847,500 787,500 Prorated Annual Incentive(1)2,056,154 — — — — Early Vesting of Long-Term Incentive(2)12,207,842 — — — — Benefit Continuation 90,889 — — — — Outplacement Services 50,000 50,000 50,000 50,000 50,000 Total $20,717,193 $1,010,000 $1,130,000 $897,500 $837,500 Disability Prorated Annual Incentive(1)(3)2,056,154 1,419,176 1,654,317 843,174 741,284 Early Vesting of Long-Term Incentive(4)20,557,885 3,453,015 4,612,987 1,957,269 1,780,155 Disability Benefits 244,336 238,958 316,913 182,835 120,795 Total $22,858,375 $5,111,149 $6,584,217 $2,983,278 $2,642,234 Death Prorated Annual Incentive(1)(3)2,056,154 1,419,176 1,654,317 843,174 741,284 Early Vesting of Long-Term Incentive(4)20,557,885 3,453,015 4,612,987 1,957,269 1,780,155 Group Life Ins. Benefits 50,000 50,000 50,000 50,000 50,000 Corporate Owned Life Ins. 200,000 200,000 200,000 200,000 400,000 Total $22,864,039 $5,122,191 $6,517,304 $3,050,443 $2,971,439 Termination Related to a Change in Control Severance 9,468,462 3,155,460 3,733,200 2,384,000 2,238,084 Prorated Annual Incentive(1)(3)2,056,154 864,000 1,008,000 565,000 498,750 Early Vesting of Long-Term Incentive 29,303,192 4,347,840 6,799,325 2,884,904 2,560,993 Benefit Continuation 136,333 82,862 106,806 106,184 85,381 Outplacement Services 50,000 50,000 50,000 50,000 50,000 DC Enhancement(5)336,000 — 168,000 — — 280G Cut-back(6)— — (2,430,345) (320,884) — Total $41,350,141 $8,500,162 $9,434,986 $5,990,088 $5,433,208 Retirement Prorated Annual Incentive(7)— — — — 741,284 Early Vesting of Long-Term Incentive(2)— — — — 1,780,155 Total — — — — $2,521,439 (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 years.2023 UNUM GROUP PROXY STATEMENT | 95 2022 UNUM PROXY STATEMENT93(1)In these scenarios, per the terms of ContentsMr. 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 years.(2)In the event Mr. McKenney resigns with good reason, the amount shown in the table represents the value of the prorated RSUs (and their related accrued cash dividends) that would vest at a market price of $41.03, the closing price of our stock on December 30, 2022, the last trading day of the year plus the prorated amount of CIUs. In the event of job elimination, Mr. Arnold is eligible for retirement status under the terms of the Stock Incentive Plan of 2017 and the 2022 Stock Incentive Plan. Therefore, the amount shown in the table for retirement represents the value of the prorated RSUs (and their related accrued cash dividends) that would vest at a market price of $41.03, the closing price of our stock on December 30, 2022, the last trading day of the year plus the prorated amount of CIUs. In the event Mr. McKenney resigns with good reason or Mr. Arnold has a job elimination (which would be treated as 'retirement' given his eligibility), the CIUs would vest based on actual performance at the end of the three-year performance cycle. In the event of job elimination for each of the NEOs, except Mr. Arnold, the prorated early vesting of RSUs (and their related accrued cash dividends) would be as follows: Mr. McKenney $8,307,842; Mr. Zabel $1,318,775; Mr. Simonds $1,824,699 and Ms. Iglesias $821,357. These NEOs would also be eligible to receive a prorated portion of their unvested CIUs in the event of job elimination or requalification. The prorated amount would be calculated based on their termination date and the vesting of the CIUs would be based on achievement of the prospective three-year goals, modified by relative total shareholder return (TSR). Assuming a job elimination date of December 31, 2022, the prorated CIUs that each NEO would be eligible to receive would be as follows: Mr. McKenney $3,900,000; Mr. Zabel $657,813; Mr. Simonds $885,806 and Ms. Iglesias $371,250. In accordance with Regulation S-K, Item 402(j), the CIUs are reported at target levels since the final achievement is not yet determined.POST-EMPLOYMENT COMPENSATION(3)Per the terms of the Annual Incentive Plan, in the event of death or disability during the plan year, on or after the last payday of June, the participant or their beneficiary (as applicable) would receive a prorated payment based on plan results. Per the terms of the change in control severance agreements, in the event of a change in control for NEOs other than Mr. McKenney, each NEO is eligible for a prorated annual incentive based on the higher of the executive's prior year actual or the current year target bonus.(4)The amounts reported include RSUs (and their related accrued cash dividends) that would accelerate vesting in the event of disability, death or retirement (if eligible) plus the value of CIUs at target. The CIUs may be fully earned in the event of disability, death or retirement, based on the satisfaction of the performance goals. The awards would not be payable until the end of the applicable performance period. In accordance with Regulation S-K, Item 402(j), the CIUs are reported at target levels since the final achievement is not yet determined. (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 Messrs. McKenney and Simonds.(6)Mr. Simonds and Ms. Iglesias' 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 Mr. Simonds and Ms. Iglesias respectively would receive if the amounts of such payments and benefits were not reduced and each paid the excise tax. In respect of a termination occurring as of December 31, 2022, both Mr. Simonds and Ms. Iglesias would receive a greater benefit by having such benefits and payments reduced than by receiving such benefits and payments and paying the excise tax. The amounts included above (which reduces the total for the termination scenario) is the amount by which such payments and benefits must be reduced in order for Mr. Simonds and Ms. Iglesias to avoid paying the excise tax.(7)Mr. Arnold is eligible for retirement status under the terms of the Annual Incentive Plan as of December 31, 2022 and would be eligible for a prorated annual incentive in the event of retirement. The remaining NEOs did not meet the eligibility criteria for retirement status under the terms of the Annual Incentive Plan as of December 31, 2022 and therefore would not have been eligible for a prorated annual incentive payment in the event of retirement.(2)In the event Mr. McKenney resigns with Good Reason, the amount shown in the table represents the value of the prorated PBRSUs and PSUs (and their related accrued cash dividends) that would vest at a market price of $24.57, the closing price of our stock on the last trading day of the year plus the prorated amount of CIUs. In the event of job elimination, the prorated early vesting of PBRSUs would be as follows: Mr. McKenney $4,167,170; Mr. Zabel $517,985; Mr. Simonds $864,201; Ms. Iglesias $459,312 and Mr. Bhasin $421,769. These NEOs would also be eligible to receive a prorated portion of their unvested PSUs and CIUs in the event of job elimination or requalification. The prorated amount would be calculated based on their termination date and the vesting of the PSUs and CIUs would be based on achievement of the prospective three-year goals, modified by relative TSR. Assuming a job elimination date of December 31, 2021, the prorated PSUs and CIUs that each NEO would be eligible to receive would be as follows: Mr. McKenney 91,091 PSUs and $1,250,000 CIUs; Mr. Zabel 10,319 PSUs and $200,000 CIUs; Mr. Simonds 17,617 PSUs and $282,486 CIUs; Ms. Iglesias 10,618 PSUs and $123,750 CIUs and Mr. Bhasin 10,323 PSUs and $112,500 CIUs. In the event of job elimination, the accrued cash dividends related to the prorated PBRSUs and PSUs for each executive would also vest.2023 UNUM GROUP PROXY STATEMENT | 96 (3)Per the terms of the Annual Incentive Plan, in the event of death or disability during the plan year, on or after the last payday of June, the participant or their beneficiary (as applicable) would receive a prorated payment based on plan results. Per the terms of the change in control severance agreements, in the event of a change in control for NEOs other than Mr. McKenney, each NEO is eligible for a prorated annual incentive based on the higher of the executive’s prior year actual or the current year target bonus.(4)The amounts reported include PBRSUs that would accelerate vesting in the event of disability, death or retirement (if eligible) plus the value of PSUs and CIUs at target. The PSUs and CIUs may be fully earned in the event of disability, death or retirement, based on the satisfaction of the performance goals. The awards would not be payable until the end of the applicable performance period. In accordance with Regulation S-K, Item 402(j), the PSUs and CIUs are reported at target levels since the company’s performance and relative TSR to date for these awards is not yet determinable. Actual shares and cash to be issued under PSUs granted in connection with the awards may differ from the performance level required to be disclosed in this table.(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 Messrs. McKenney and Simonds.(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 and Simonds respectively would receive if the amounts of such payments and benefits were not reduced and each paid the excise tax. In respect of a termination occurring as of December 31, 2021, both Mr. McKenney and Mr. Simonds would receive a greater benefit by having such benefits and payments reduced than by receiving such benefits and payments and paying the excise tax. The amounts included above (which reduces the total for the termination scenario) is the amount by which such payments and benefits must be reduced in order for Messrs. McKenney and Simonds to avoid paying the excise tax.(7)None of the NEOs met the eligibility criteria for retirement status under the terms of the Annual Incentive Plan as of December 31, 2021 and therefore would not have been eligible for a prorated annual incentive payment in the event of retirement.942022 UNUM PROXY STATEMENTCEO PAY RATIOAs required by SEC rules, we are providing the following information about the ratio of the annual total compensation of our median compensated employee to the annual total compensation of our Chief Executive Officer.The 20212022 annual total compensation of the median employee as of December 31, 20212022 was $68,308.$71,268. The 20212022 annual total compensation of Richard McKenney, our Chief Executive Officer, was $9,349,680.$9,596,867. The ratio of these amounts (also referred to as the "CEO pay ratio") was 1-to-137.We understand that the CEO pay ratio is intended to provide greater transparency to annual CEO pay and how it compares to the pay of the median employee on an ongoing basis. As such, we are providing a supplemental ratio that compares the pay of the median-paid employee to our CEO's regular annual pay, excluding the amount vested under the special one-time Success Incentive Plan awards (see page 66), as we believe that this supplemental ratio reflects a more representative comparison. The resulting supplemental CEO pay ratio is 1-to-113.The CEO pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records. The SEC’s rules regarding the identification of the median compensated employee and the process of calculating the pay ratio allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their unique employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the CEO pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.The CEO pay ratio for the 2022 fiscal year is calculated using the same median employee identified with respect to the 2021 fiscal year as there was no change in our employee population or employee compensation arrangements during the 2022 fiscal year that we reasonably believe would significantly impact our pay ratio disclosure. The steps described below were performed in early 2022 to determine the annual total compensation of the median employee for the 2021 fiscal year.To identify our median employee, we began with our active employee population of approximately 10,250 employees as of December 31, 2021 (after excluding 276 employees in Poland). For these purposes, we identified the median compensated employee using base salary or hourly wages earned during fiscal 2021 and cash bonus paid for fiscal 2021. We annualized base salary or hourly wages, as applicable, for employees who were not designated as temporary or seasonal employees but who did not work for the entire year. Using this methodology, we determined that the median compensated employee was a full-time, non-exempt employee whose accountabilities include billing and premium reconciliation, plan changes and other service requests from customers. This employee is located in the northeasterneastern United States.To calculate the CEO pay ratio for 2021,2022, we identified the elements of suchour median employee's compensation for 20212022 using the same methodology applied for calculating our CEO's total compensation as reported in the Summary Compensation Table, resulting in annual total compensation of $68,308.$71,268.20222023 UNUM GROUP PROXY STATEMENT 95 | 97Pay Versus PerformanceAs required by Section 953(a) of ContentsEQUITY COMPENSATION PLAN INFORMATIONEquity Compensation Plan InformationThethe Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following table gives information as of December 31, 2021 about the common stockrelationship between executive “compensation actually paid” and certain financial performance measures of the company. For information concerning the company’s pay for performance philosophy and how the company aligns executive compensation with the company’s performance, refer to the "Compensation Discussion and Analysis" beginning on page 53.It is important to note that may be issued under all of our existing equitythe "Total" amount set forth in the Summary Compensation Table (SCT) and the compensation plans.EQUITY COMPENSATION PLANSPlan Category 3,465,414 (3) N/A 10,180,572 (6) Equity Compensation Plans Not Approved by Shareholders (2) 38,090 (4) N/A 9,855 (7) Total 3,503,504 N/A 10,190,427 (1)Our shareholders have approved the following plans: (a) Stock Incentive Plan of 2007 (2007 Plan), (b) Unum Group 2020 Employee Stock Purchase Plan (ESPP), (c) Stock Incentive Plan of 2012 (2012 Plan), (d) Unum European Holding Company Limited Savings-Related Share Option Scheme 2016 (2016 SAYE), (e) Stock Incentive Plan of 2017 (2017 Plan), and (f) Unum European Holding Company Limited Savings-Related Share Option Scheme 2021 (2021 SAYE).(2)Our shareholders have not approved the Unum Group Amended and Restated Non-Employee Director Compensation Plan of 2004 (2004 NED Plan).(3)Includes 2,461,182 performance-based restricted stock units (RSUs), 75,881 deferred share rights issuable pursuant to outstanding awards (including dividend equivalents accrued thereon), and 928,351 performance share units (PSUs) assuming maximum achievement. The awards shown are issuable under the 2007 Plan, the 2012 Plan, and the 2017 Plan.(4)Consists of 35,191 deferred share rights (each representing the right to one share of common stock), and 2,899 deferred RSUs, including dividend equivalents accrued thereon, granted to non-employee directors under the 2004 NED Plan in accordance with the deferral elections of such directors in respect of cash retainers and meeting fees payable to them.(5)RSUs, PSUs, and deferred share rights are not included in the weighted average exercise price in column (b) because they have no exercise price.(6)Includes 67,607 shares and 112,064 shares available for future issuance as dividend equivalents in respect of outstanding awards under the 2007 Plan and the 2012 Plan, respectively, and 8,345,032 shares remaining available for future issuance under the 2017 Plan. If the Unum Group 2022 Stock Incentive Plan (2022 Plan) set forth in Item 4 is approved by our shareholders, we will no longer grant any awards under the 2017 Plan on or after the effective date of the 2022 Plan and the share reserve for future dividend equivalents will be eliminated. Also includes 1,256,706 shares remaining available for issuance under the ESPP; 199,163 shares remaining available for future issuance under the 2016 SAYE; and 200,000 shares remaining available for future issuance under the 2021 SAYE.(7)Represents number of shares available for future issuance as dividend equivalents in respect of outstanding awards under the 2004 NED Plan. If the 2022 Plan set forth in Item 4 is approved by our shareholders, the share reserve for future dividend equivalents will be eliminated.Below is a brief description ofactually paid (CAP) in the Pay Versus Performance (PVP) Table are not directly comparable. Each year presented in the SCT includes only the equity compensation plansgranted during that year, whereas each year's CAP includes: (a) the year-end fair value of equity awards granted during the year, (b) the change in value during the year of unvested prior year equity awards and (c) the change in value from the beginning of the year to the vesting date for awards that vested during the year. Thus, the CAP includes both amounts paid or earned, as well as amounts derived from incremental accounting valuations for unvested equity awards that may never be earned or that could have different intrinsic values when earned.In accordance with the SEC’s disclosure requirements, the following table sets forth information pertaining to the compensation of our principal executive officer (PEO) and our non-PEO named executive officers (collectively, the "other NEOs") and certain financial performance measures, for each of the fiscal years ended December 31, 2020, 2021 and 2022.PAY VERSUS PERFORMANCE TABLE Value of Initial Fixed $100 Investment Based On: CSM:After-Tax Adjusted Operating Earnings Per Share(8)SCT Total for PEO(1)Compensation Actually Paid to PEO(2)Average SCT Total for Non-PEO NEOs(3)Average Compensation Actually Paid to Non-PEO NEOs(4)Total Shareholder Return(5)Peer Group Total Shareholder Return(6)Net Income (in millions)(7)($) ($) ($) ($) ($) ($) ($) ($) 2022 9,596,867 24,116,706 2,588,735 4,574,016 162.5 136.5 1,314.2 6.21 2021 9,349,680 11,191,987 2,351,144 2,586,034 93.6 123.7 824.2 4.35 2020 13,258,738 11,827,507 2,747,103 2,451,121 83.7 90.5 793.0 4.93 (1)The dollar amounts reported in this column are the amounts reported for our PEO, Mr. McKenney (the Chief Executive Officer), for each of the corresponding years in the "Total" column in the SCT above.(2)The dollar amounts reported in this column represent the CAP to Mr. McKenney, as computed in accordance with Item 402(v) of Regulation S-K and do not approvedreflect the total compensation actually realized or received by shareholders.Unum Group AmendedMr. McKenney. In accordance with these rules, these amounts reflect the "Total" as set forth in the SCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and Restated Non-Employee Director Compensation Planthe valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of 2004This plan providedgrant.2023 UNUM GROUP PROXY STATEMENT | 98 COMPENSATION ACTUALLY PAID TO PEO 2022 2021 2020 SCT Total $9,596,867 $9,349,680 $13,258,738 Less, value of “Stock Awards” reported in SCT (4,200,000) (3,750,010) (9,906,877) Less, Change in Pension Value reported in SCT — — (167,000) Plus, year-end fair value of outstanding and unvested equity awards granted in the year 6,560,938 3,509,430 10,464,357 Plus (less), year-over-year change in fair value of outstanding and unvested equity awards granted in prior years 4,672,711 1,535,973 (954,629) Plus (less), year-over-year change in fair value of equity awards granted in prior years that vested in the year 7,486,190 546,914 (867,082) Plus, pension service cost for services rendered during the year — — — CAP to Mr. McKenney $24,116,706 $11,191,987 $11,827,507 (3)The dollar amounts reported in this column represent the average of the amounts reported for our other NEOs as a group (excluding Mr. McKenney) in the "Total" column of the SCT in each applicable year. The names of each of the other NEOs included for these purposes in each applicable year are as follows: (i) for 2022 and 2020, Messrs. Zabel, Simonds and Arnold and Ms. Iglesias; and (ii) for 2021, Messrs. Zabel, Simonds and Bhasin and Ms. Iglesias.(4)The dollar amounts reported in this column represent the average CAP for the paymentother NEOs as a group, as computed in accordance with Item 402(v) of annual retainers and meeting fees (discontinuedRegulation S-K. In accordance with these rules, these amounts do not reflect the total compensation actually realized or received. In accordance with these rules, these amounts reflect the average "Total" as set forth in May 2011) to the non-employee directors who served on our Board of Directors. Under the plan, directors made an irrevocable electionSCT for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to receive all or a portioncalculate fair values did not materially differ from those disclosed at the time of their retainers and meeting fees in either cash or deferred share rights. A deferred share rightgrant.AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS 2022 2021 2020 Average SCT Total $2,588,735 $2,351,144 $2,747,103 Less, average value of Stock Awards reported in SCT (612,736) (539,057) (1,293,689) Less, average Change in Pension Value reported in SCT — — (166,750) Plus, average year-end fair value of outstanding and unvested equity awards granted in the year 957,173 504,474 1,362,533 Plus (less), average year-over-year change in fair value of outstanding and unvested equity awards granted in prior years 646,295 198,884 (108,536) Plus (less), average year-over-year change in fair value of equity awards granted in prior years that vested in the year 994,549 70,589 (89,540) Plus, average pension service cost for services rendered during the year — — — Average CAP to Non-PEO NEOs $4,574,016 $2,586,034 $2,451,121 (5)Total Shareholder Return (TSR) is a right to receive one share of common stock oncalculated by dividing the earliersum of (i) the director’s separation from service as a directorcumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the company’s share price at the end of each fiscal year shown and the beginning of the company, or (ii) another designated datemeasurement period by (b) the company’s share price at least three years after the datebeginning of the deferral election.measurement period. The numberbeginning of deferredthe measurement period for each year in the table is December 31, 2019.(6)The peer group used for this purpose is the S&P 500 Life & Health Insurance Sub Industry Index, which is consistent with the disclosure required under Regulation S-K Item 201(e).(7)The dollar amounts reported represent the amount of net income reflected in the company’s audited financial statements for the applicable year.(8)The company-selected measure (CSM) is after-tax adjusted operating earnings per share rights granted(EPS), which is defined as net income adjusted to exclude after-tax net 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. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives.2023 UNUM GROUP PROXY STATEMENT | 99 Relationships Between Compensation Actually Paid and Performance MeasuresAs described in more detail in the "Compensation Discussion and Analysis" section above, the company's executive compensation program reflects a variable pay-for-performance philosophy. While the company utilizes several performance measures to align executive compensation with company performance, all of those measures are not presented in the PVP table above. Moreover, as discussed above, the company generally seeks to incentivize long-term performance, and therefore does not specifically align the company's performance measures with CAP for a particular year. In accordance with SEC rules, the following information explains how the CAP to our PEO, as well as the average CAP to our other NEOs, each compares to our cumulative total shareholder return (TSR), net income, and after-tax adjusted operating earnings per share. We've also addressed how our three-year TSR compares to the three-year TSR of the S&P 500 Life & Health Insurance Sub Industry Index ("S&P Life & Health Index").Over the three-year period from 2020 to 2022, like many other companies, we have faced challenges as the COVID-19 pandemic caused significant disruption to global markets, employment and business. During 2020 and 2021, we experienced significant increases in COVID-based claims incidence in our group life and disability lines, as well as leaves administered through our leave management business. During 2022, the impacts of COVID-19 lessened and we returned to pre-pandemic operating levels, resulting in record earnings and strong growth.Compensation actually paid to our PEO and other NEOs directionally aligns with our financial performance as summarized below.•2022: The CAP to our PEO and other NEOs increased relative to 2021 and 2020, which was reflective of an excellent year for the company in 2022, as evidenced by 42.8% growth in after-tax adjusted operating earnings per share, 59.5% growth in net income, and TSR well above the S&P Life & Health Index and other peer companies. Other key factors driving the increase in CAP were the increase in achievement of our 2020 performance share unit (PSU) grant as well as the increase in our stock price during 2022.•2021: The CAP to our PEO was 5.4% lower, and the average CAP for other NEOs was 5.5% higher, than 2020. We had solid financial results despite negative impacts of the COVID-19 pandemic, with after-tax adjusted operating earnings per share 11.8% lower, and net income 3.9% higher, than 2020. Our TSR, though still lagging the S&P Life & Health Index TSR, was up 11.8% relative to 2020.•2020: With the onset of the pandemic during the year, we experienced lower after-tax adjusted operating earnings per share and net income levels than historical performance. Our TSR was more negatively impacted than the S&P Life & Health Index and other peer companies due in part to the impact of historically low interest rates and investor perceptions surrounding the long-term care industry. The CAP to our PEO and other NEOs was impacted by a one-time special performance grant during the year that was designed to encourage the achievement of critical business outcomes and to incent executives to continue employment with the company over the long term.2023 UNUM GROUP PROXY STATEMENT | 100 Financial Performance MeasuresAs described in greater detail in the “Compensation Discussion and Analysis" above, the company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the company uses for both short- and long-term incentive awards are selected based on an objective of incentivizing NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the company to link executive compensation actually paid to the PEO and other NEOs, for the most recently completed fiscal year, to the company’s performance are as follows:Most Important Performance Measures After-tax adjusted operating earnings per share(1)Consolidated adjusted operating return on equity(2)Earned premium(3)Sales Relative total shareholder return (1)After-tax adjusted operating earnings per share is defined as net income adjusted to exclude after-tax net 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 the proxy statement divided by dilutive outstanding weighted average shares. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives.(2)Consolidated adjusted operating return on equity is calculated asby dividing after-tax adjusted operating income by the number of whole shares equal to (i) the dollar amountaverage of the annual retainer and/beginning- and end-of-year stockholders’ equity adjusted to exclude the net unrealized gain or fees thatloss on securities and the director elects to have paidnet gain or loss on hedges. Information about the non-GAAP financial measures used in deferred share rights, divided by (ii) the fair market value per share on the grant date. The aggregate96 2022 UNUM PROXY STATEMENTEQUITY COMPENSATION PLAN INFORMATIONnumber of shares which were authorized for issuance under the planthis proxy statement is 500,000. This plan terminated in May 2010 with respect to new awards, though dividend equivalents remain available for future issuance in respect of awards that were outstanding at that time. If the 2022 Plan set forth in Item 4 is approved by our shareholders, the share reserve for future dividend equivalents under this plan will be eliminated. The plan is administered by the Human Capital Committee. The plan includes provisions restricting the transferability“A Note About Non-GAAP Financial Measures” on page 2. For a reconciliation of the deferred share rights, provisions for adjustmentsmost directly comparable GAAP financial measures to the numbernon-GAAP financial measures, refer to Appendix A of shares availablethis proxy statement.(3)Earned premium is calculated for grants,our core operations (Unum US, Unum International, and the number of shares subject to outstanding grants in the event of recapitalization, reclassification, stock split, reverse stock split, reorganization, merger, consolidation, or other similar corporate transaction.Colonial Life).20222023 UNUM GROUP PROXY STATEMENT 97 | 101Ownership of Company SecuritiesThe following table shows the number of shares of our common stock beneficially owned by each of our directors and named executive officers and by all directors and executive officers as a group, as of March 28, 2022.27, 2023. The table and related footnotes also include information about deferred share rights, restricted stock units (RSUs), and stock success units (SSUs) credited to the accounts of directors and executive officers under various compensation and benefit plans, in the column entitled "Shares Subject to Settleable Rights or Units". Based upon the representations made by each director and executive officer, we do not believe that any shares held by them are pledged as security. Except as otherwise indicated below, the beneficial owners have sole voting and investment power with respect to the shares beneficially owned.BENEFICIAL OWNERSHIP OF COMMON STOCK (as of March 28, 2022) Name Shares of Common
Stock(1)Shares Subject to
Settleable Rights or
Units(2)(3)(4)Total Shares
Beneficially OwnedPercent of Class Theodore H. Bunting, Jr. 12,922 23,680 36,602 * Susan L. Cross 80 16,387 16,466 * Susan D. DeVore 20,373 5,348 25,721 * Joseph J. Echevarria — 66,450 66,450 * Cynthia L. Egan 24,623 16,275 40,898 * Kevin T. Kabat 89,667 11,057 100,724 * Timothy F. Keaney 30,767 6,340 37,106 * Gale V. King — — — * Gloria C. Larson 20,936 88,379 109,315 * Ronald P. O'Hanley 29,462 22,851 52,314 * Francis J. Shammo 20,650 21,769 42,419 * Richard P. McKenney 628,920 — 628,920 * Steven A. Zabel 32,904 — 32,904 * Michael Q. Simonds 103,634 — 103,634 * Lisa G. Iglesias 65,197 — 65,197 * Puneet Bhasin 35,527 — 35,527 * All directors and executive officers as a group (21 persons) 1,243,076 304,422 1,547,498 * BENEFICIAL OWNERSHIP OF COMMON STOCK (as of March 27, 2023) 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. 12,922 28,917 41,839 * Susan L. Cross 1,889 46,307 48,196 * Susan D. DeVore 25,767 4,448 30,215 * Joseph J. Echevarria — 77,142 77,142 * Cynthia L. Egan 30,018 15,738 45,756 * Kevin T. Kabat 100,821 7,576 108,397 * Timothy F. Keaney 36,162 5,473 41,634 * Gale V. King 1,366 — 1,366 * Gloria C. Larson 29,601 90,245 119,846 * Ronald P. O'Hanley 17,955 24,313 42,268 * Francis J. Shammo 26,284 21,265 47,549 * Richard P. McKenney 775,775 — 775,775 * Steven A. Zabel 63,255 — 63,255 * Michael Q. Simonds 148,216 — 148,216 * Lisa G. Iglesias 16,277 — 16,277 * Timothy G. Arnold 76,754 — 76,754 * All directors and executive officers as a group (21 persons) 1,531,094 321,424 1,852,517 * * Denotes less than 1%.(1)Includes 730 shares held indirectly by Mr. Arnold through the company’s 401(k) Plan as of March 27, 2023.(2)Represents the number of shares underlying deferred share rights and RSUs payable solely in shares (including dividend equivalents accrued on such rights or units) that may be settled within 60 days after March 27, 2023, including deferred share rights and RSUs that may be settled upon the termination of a director’s service on the Board. For each non-employee director other than Ms. King, the amount includes shares underlying unvested RSUs that would vest upon retirement because the director meets the years of service requirement. Does not include shares underlying RSUs (including dividend equivalents accrued thereon) and SSUs that will not vest or cannot be settled within 60 days after March 27, 2023.(1)Includes shares credited to the accounts of certain current and former executive officers under the company’s 401(k) Plan. Does not include shares credited to the accounts of certain executive officers under non-qualified defined contribution plans because, though measured in share value, they will be settled only in cash.2023 UNUM GROUP PROXY STATEMENT | 102 (2)Represents the number of shares underlying deferred share rights and RSUs payable solely in shares (including dividend equivalents accrued on such rights or units) that may be settled within 60 days after March 28, 2022, including deferred share rights and RSUs that may be settled upon the termination of a director’s service on the Board. For each non-employee director other than Ms. Cross and Ms. King, the amount includes shares underlying unvested RSUs that would vest upon retirement because the98 2022 UNUM PROXY STATEMENTdirector meets the years of service requirement. Does not include shares underlying RSUs (including dividend equivalents accrued thereon) and SSUs that will not vest or cannot be settled within 60 days after March 28, 2022.(3)As of March 28, 2022, the total number of shares underlying deferred share rights (including dividend equivalents accrued thereon) held by our non-employee directors, including those rights which cannot be settled in shares or within 60 days after March 28, 2022 and thus are not deemed to be beneficially owned for purposes of this table, was as follows:Bunting — Egan — Larson 48,087 Cross 16,387 Kabat 835 O'Hanley 15,672 DeVore — Keaney 992 Shammo — Echevarria 30,256 King —
(3)As of March 27, 2023, the total number of shares underlying deferred share rights (including dividend equivalents accrued thereon) held by our non-employee directors, including those rights which cannot be settled in shares or within 60 days after March 27, 2023 and thus are not deemed to be beneficially owned for purposes of this table, was as follows:(4)As of March 28, 2022, the total number of shares underlying RSUs (including dividend equivalents accrued thereon) held by our directors and executive officers, including those units which will not vest, or be settled in shares, within 60 days after March 28, 2022 and thus are not deemed to be beneficially owned for purposes of this table, was as follows:Bunting 34,628 Kabat 10,222 McKenney(a) 295,080 Cross 22,780 Keaney 5,348 Zabel 48,817 DeVore 5,348 King 1,322 Simonds 65,668 Echevarria 36,194 Larson 40,292 Iglesias 28,372 Egan 16,275 O'Hanley 9,926 Bhasin 26,135 Shammo 21,769 All directors and executive officers as a group(a) 770,181 (a) Includes 23,229 shares underlying cash-settled RSUs that have been granted to Mr. McKenney. Bunting — Egan — Larson 49,689 Cross 19,364 Kabat — O'Hanley 17,973 DeVore — Keaney 1,025 Shammo — Echevarria 35,295 King 3,336 (4)As of March 27, 2023, the total number of shares underlying RSUs (including dividend equivalents accrued thereon) held by our directors and executive officers, including those units which will not vest, or be settled in shares, within 60 days after March 27, 2023 and thus are not deemed to be beneficially owned for purposes of this table, was as follows:Bunting 40,229 Kabat 7,576 McKenney 250,313 Cross 26,942 Keaney 4,448 Zabel 46,091 DeVore 4,448 King 4,448 Simonds 60,655 Echevarria 41,847 Larson 40,556 Iglesias 23,783 Egan 15,738 O'Hanley 9,179 Arnold 19,871 Shammo 21,265 All directors and executive officers as a group 704,245 In addition, as of March 28, 2022,27, 2023, the total number of shares underlying SSUs held by our executive officers (none are held by non-executive directors), which will not vest, or be settled in shares, within 60 days of March 28, 202227, 2023 and thus are not deemed to be beneficially owned for purposes of this table, was as follows: Mr. McKenney - 124,867; Mr. Zabel - 7,590; Mr. Simonds - 31,217; Ms. Iglesias - 13,245; Mr. BhasinArnold - 6,280;11,149; and All executive officers as a group - 207,393.20222023 UNUM GROUP PROXY STATEMENT 99 | 103Security Ownership of Certain ShareholdersDetailed information about the shareholders known to us to beneficially own more than 5% of our common stock can be found in the table below, including beneficial ownership based on sole and/or shared voting power and investment (dispositive) power. Information is given as of the dates noted in the footnotes below.BENEFICIAL OWNERSHIP Address of Beneficial Owner Amount of Beneficial
OwnershipPercent of Common Stock
OutstandingBlackRock, Inc.(1) 22,845,078 11.20% The Vanguard Group, Inc.(2) 21,827,583 10.68% FMR LLC(3) 17,395,254 8.51% BENEFICIAL OWNERSHIP Address of Beneficial Owner Amount of Beneficial Ownership Percent of Common Stock Outstanding BlackRock, Inc.(1)55 East 52nd Street
New York, NY 1005524,773,115 12.50% The Vanguard Group, Inc.(2)100 Vanguard Blvd.
Malvern, PA 1935519,431,945 9.76% FMR LLC(3)245 Summer Street
Boston, MA 0221017,801,879 8.94% Norges Bank(4)Bankplassen 2
PO Box 1179 Sentrum
NO 0107 Oslo Norway10,393,936 5.22% (1)This information is based on the Schedule 13G filed with the Securities and Exchange Commission by BlackRock, Inc. on January 24, 2023, which reflects beneficial ownership as of December 31, 2022. BlackRock, Inc. reported that, in its capacity as the parent holding company or control person of the subsidiaries listed therein, it had sole voting power with respect to 23,723,887 shares of our common stock, sole dispositive power with respect to 24,773,115 shares of our common stock, and shared voting and dispositive power with respect to none of our shares.(2)This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by The Vanguard Group, Inc. on February 9, 2023, which reflects beneficial ownership as of December 30, 2022. The Vanguard Group, Inc. reported that, in its capacity as investment adviser, it had sole voting power with respect to none of our shares of our common stock, shared voting power with respect to 105,679 shares of our common stock, sole dispositive power with respect to 19,134,683 shares of our common stock, and shared dispositive power with respect to 297,262 shares of our common stock.(3)This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by FMR LLC on February 9, 2023, which reflects beneficial ownership as of December 30, 2022. FMR LLC reported that, in its capacity as a parent holding company, it had sole voting power with respect to 17,735,282 shares of our common stock, sole dispositive power with respect to 17,801,879 shares of our common stock, and shared voting and dispositive power with respect to none of our shares. The Schedule 13G/A includes shares beneficially owned by subsidiaries controlled by or through FMR LLC, and Abigail P. Johnson, Director, Chairman and Chief Executive Officer of FMR LLC, and/or members of the family of Abigail P. Johnson.(4)This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by Norges Bank on February 14, 2023, which reflects beneficial ownership as of December 31, 2022. Norges Bank reported that it had sole voting power with respect to 10,393,936 shares of our common stock, sole dispositive power with respect to 10,393,936 shares of our common stock, and shared voting and dispositive power with respect to none of our shares.(1)This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by BlackRock, Inc. on January 27, 2022, which reflects beneficial ownership as of December 31, 2021. BlackRock, Inc. reported that, in its capacity as the parent holding company or control person of the subsidiaries listed therein, it had sole voting power with respect to 20,892,631 shares of our common stock, sole dispositive power with respect to 22,845,078 shares of our common stock, and shared voting and dispositive power with respect to none of our shares2023 UNUM GROUP PROXY STATEMENT | 104 (2)This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by The Vanguard Group, Inc. on February 10, 2022, which reflects beneficial ownership as of December 31, 2021. The Vanguard Group, Inc. reported that, in its capacity as investment adviser, it had sole voting power with respect to none of our shares of our common stock, shared voting power with respect to 126,361 shares of our common stock, sole dispositive power with respect to 21,534,889 shares of our common stock, and shared dispositive power with respect to 292,694 shares of our common stock.(3)This information is based on the Schedule 13G/A filed with the Securities and Exchange Commission by FMR LLC on February 9, 2022, which reflects beneficial ownership as of December 31, 2021. FMR LLC reported that, in its capacity as a parent holding company, it had sole voting power with respect to 2,011,048 shares of our common stock, sole dispositive power with respect to 17,395,254 shares of our common stock, and shared voting and dispositive power with respect to none of our shares. The Schedule 13G/A includes shares beneficially owned by subsidiaries controlled by or through FMR LLC, Abigail P. Johnson, Director, Chairman and Chief Executive Officer of FMR LLC, and/or members of the family of Abigail P. Johnson, and Fidelity Low-Priced Stock Fund.100 2022 UNUM PROXY STATEMENTElection of Directors(Item 1 on the Proxy Card)Our Board of Directors currently has 12 members. One current member, Francis J. Shammo, will not stand for re-election at the 2023 Annual Meeting. Accordingly, the Board has reduced the number of Board members to 11 effective as of the 2023 Annual Meeting. All nominees will stand for election to one-year terms of office.Upon the recommendation of the Governance Committee, the Board of Directors has nominated Theodore H. Bunting, Jr., Susan L. Cross, Susan D. DeVore, Joseph J. Echevarria, Cynthia L. Egan, Kevin T. Kabat, Timothy F. Keaney, Gale V. King, Gloria C. Larson, Richard P. McKenney and Ronald P. O’Hanley and Francis J. Shammo for election to one-year terms expiring at the 20232024 Annual Meeting. Information concerning the nominees is provided under the section titled "Director Nominees" beginning on page 23. Each nominee currently serves on the Board and has been previously elected to the Board by shareholders, other than Gale V. King, who was elected by the Board of Directors to fill a vacancy on the Board, effective as of March 4, 2022.shareholders. Each nominee has agreed to continue to serve if elected, and the Board has no reason to believe that any nominee will be unable to serve if elected. However, if any nominee becomes unable or unwilling to serve before the 2023 Annual Meeting, proxies may be voted for another person nominated as a substitute by the Board, or the Board may reduce the number of directors. Information concerning these nominees is provided under the section titled "Director Nominees" beginning on page 22.The Board of Directors unanimously recommends that you vote FOR the election of each of the nominees for director: Theodore H. Bunting, Jr., Susan L. Cross, Susan D. DeVore, Joseph J. Echevarria, Cynthia L. Egan, Kevin T. Kabat, Timothy F. Keaney, Gale V. King, Gloria C. Larson, Richard P. McKenney and Ronald P. O’Hanley and Francis J. Shammo.Advisory Vote to Approve Executive Compensation (“Say-on-Pay”)(Item 2 on the Proxy Card)As required by Section 14A of the Securities Exchange Act, of 1934 (“Exchange Act”), we are asking you to approve an advisory resolution on the compensation of our named executive officers as described in this proxy statement. This proposal, commonly known as a “Say-on-Pay” proposal, gives you the opportunity to endorse or not endorse our 20212022 executive compensation programs and policies for the named executive officers through the following resolution:RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the company’s proxy statement for the 20222023 Annual Meeting of Shareholders, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.For additional detail concerning the compensation of our named executive officers, please refer to the “Compensation Discussion and Analysis” beginning onon page 51 and53and the compensation tables that follow.We currently hold a Say-on-Pay vote every year. Although your vote is not binding on the Board of Directors or the Human Capital Committee, the Human Capital Committee will review the voting results and seek to understand thekey factors that influenced the vote. As it did last year, the Human Capital Committee will consider constructive feedback obtained through this process in making future decisions about our executive compensation programs and policies. ShareholdersIt is expected that shareholders will next have an opportunity to cast a Say-on-Pay vote at the 2024 Annual Meeting, unless the Board of Directors determines otherwise after considering the outcome of the shareholder vote in Item 3 below. The Board's decision on the frequency of future Say-on-Pay votes will be disclosed on Form 8-K, or an amendment thereto, following the 2023 Annual Meeting.The Board unanimously recommends that you vote FOR approval of named executive officer compensation, as provided in the resolution above.20222023 UNUM GROUP PROXY STATEMENT 101| 105Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation ("Say-on-Frequency")(Item 3 on the Proxy Card)As required under Section 14A of the Exchange Act, we are providing shareholders with a Say-on-Frequency vote to determine how often shareholders believe we should hold future advisory votes to approve executive compensation. The frequency options are to hold the advisory vote to approve executive compensation every one year, every two years, or every three years. When the Say-on-Frequency vote was last held in 2017, shareholders indicated a preference to hold the advisory vote to approve executive compensation every year and the Board implemented that standard.The proxy card provides shareholders with four choices on this voting item (1 Year, 2 Years, 3 Years, or Abstain). Shareholders are not voting to approve or disapprove the Board's recommendation. You should vote based on your preference as to the frequency with which future advisory votes to approve executive compensation should be held. If you have no preference, you may abstain.We currently hold advisory votes to approve executive compensation every one year. Based upon the recommendation of the Human Capital Committee, the Board of Directors continues to believe that holding an annual shareholder advisory vote to approve executive compensation is appropriate and therefore recommends that you vote in favor of "1 Year" for the frequency of future advisory votes to approve executive compensation.This Say-on-Frequency vote is not binding on the company. However, the Board of Directors and the Human Capital Committee value shareholder input and will carefully consider the results of the vote when making decisions regarding the frequency of future advisory votes to approve executive compensation. The Board's decision on the frequency of holding future advisory votes to approve executive compensation will be disclosed on Form 8-K, or an amendment thereto, following the 2023 Annual Meeting.The Board unanimously recommends that you vote in favor of 1 YEAR for the frequency in which to hold advisory votes to approve executive compensation.Ratification of Appointment of Independent Registered Public Accounting Firm(Item 34 on the Proxy Card)The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm (independent auditor) retained to audit our financial statements. The Audit Committee has appointed Ernst & Young LLP as our independent auditor for 2022.2023. The members of the Audit Committee and the Board believe that the continued retention of Ernst & Young LLP to serve as our independent auditor is in the best interests of the company and its shareholders.The Board is seeking shareholder ratification of the appointment even though it is not legally required, as a matter of good corporate governance. If the appointment is not ratified, the Audit Committee will consider the shareholders’ views in the future selection of the company’s independent auditor.Representatives of Ernst & Young LLP are expected to attend the 20222023 Annual Meeting. They will have the opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions.The Board unanimously recommends that you vote FOR the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2022.2023 UNUM GROUP PROXY STATEMENT | 106 Independent Auditor FeesThe Audit Committee is responsible for the audit fee negotiations associated with the company’s retention of Ernst & Young LLP. Aggregate fees billed for audit and other services rendered by Ernst & Young LLP for our fiscal years ended December 31, 20212022 and 20202021 are presented in the table below.INDEPENDENT AUDITOR FEES Types of Fees 2021 2020 Audit Fees(1) $10,151,811 $9,617,800 Audit-Related Fees 415,642 412,500 Tax Fees(2) 203,972 587,000 All Other Fees — — Total $10,771,425 $10,617,300 (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 adoption of IFRS 9 within the Unum UK business.(2)The year-over-year decrease in Tax Fees was primarily due to tax compliance work performed in 2020.INDEPENDENT AUDITOR FEES Types of Fees 2022 2021 Audit Fees(1)$11,407,632 $10,151,811 Audit-Related Fees(2)440,405 415,642 Tax Fees(3)137,325 203,972 All Other Fees — — Total $11,985,362 $10,771,425 (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.(2)The year-over-year increase in Audit-Related Fees was primarily due to increased efforts related to the company's SSAE 18 (Service Organization Control) Reports in 2022.(3)The year-over-year decrease in Tax Fees was primarily due to tax compliance work performed in 2021.Audit Fees. This category includes fees associated with the audit of our annual financial statements, the review of financial statements included in our Quarterly Reports on Form 10-Q, the audit of internal control over financial reporting, and services provided in connection with statutory and regulatory filings.Audit-Related Fees. This category consists of fees for assurance and related services that are reasonably related to the performance of the audit or review of financial statements or internal control over financial reporting. These services principally include accounting consultations, control reviews, and audit-related services for our employee benefit plans.Tax Fees. This category consists of fees for tax compliance and advisory services.All Other Fees.This category consists of fees for services not included in any of the above categories.102 2022 UNUM PROXY STATEMENTITEMS TO BE VOTED ONThe Audit Committee has a policy requiring advance approval of all audit and permissible non-audit services performed by the independent auditor. Under this policy, the Audit Committee sets pre-approved limits for specifically defined audit and non-audit services. The Committee considers whether such services are consistent with SEC rules on auditor independence. Specific approval by the Committee is required if fees for any particular service or aggregate fees for services of a similar nature exceed the pre-approved limits. The Committee has delegated to its chair the authority to approve permitted services, and the chair must report any such decisions to the Committee at its next scheduled meeting.Approval of the Unum Group 2022 Stock Incentive Plan(Item 4 on the Proxy Card)We ask that our shareholders vote to approve the Unum Group 2022 Stock Incentive Plan (the “2022 Plan”). The 2022 Plan was adopted by the Board on April 4, 2022, subject to approval by our shareholders. If approved by shareholders at the 2022 Annual Meeting, the 2022 Plan will become effective on that date (the “Effective Date”).As part of the Board’s decision to approve the 2022 Plan, including the total number of shares authorized for issuance under the plan, the Board considered a number of factors, including the company’s historical burn rate, anticipated future equity award needs, and the dilutive impact of the 2022 Plan’s share reserve.Shares Remaining Available under Equity Plans: As of March 15, 2022, a total of 6,983,920 shares remained available for issuance under the Stock Incentive Plan of 2017 (the “2017 Plan”). As of March 15, 2022, the only other shares available for issuance under equity plans were a total of 1,655,869 shares available for issuance pursuant to our separate stock purchase plans for our employees in the U.S. and U.K., and 187,759 shares reserved for future dividend equivalent accruals in respect of outstanding deferred share awards under otherwise frozen stock plans ("Dividend Equivalent Reserves").If the 2022 Plan is approved by our shareholders, we will no longer grant any awards under the 2017 Plan on or after the Effective Date and all Dividend Equivalent Reserves will be eliminated. In addition, subject to shareholder approval of the 2022 Plan, any awards previously granted under the 2017 Plan or our Stock Incentive Plan of 2012 (the “Prior Plans”) that, after March 15, 2022, are forfeited, terminated, expired, lapse without being exercised or are settled for cash, will become available for future awards under the 2022 Plan.Outstanding Awards: As of March 15, 2022, the shares issuable pursuant to outstanding awards under our existing equity compensation plans were as follows:◦No stock options were outstanding; and◦3,341,340 shares underlying outstanding full value awards (consisting of 553,910 performance share units assuming maximum achievement,2,467,809 restricted stock units, 207,393 stock success units and 112,228 deferred share rights, including dividend equivalents accrued thereon).As of March 15, 2022, we had a total of 201,861,023 common shares outstanding and our closing price per common share, as reported on the New York Stock Exchange, was $27.78.Historical Burn Rate: Our equity plan share usage over 2019, 2020, and 2021 represented a three-year average burn rate of 0.78% of our weighted average common shares outstanding for each such year. This rate assumes that all performance-based awards are settled at maximum. This rate is materially consistent with the 0.63% median three-year average burn rate for Fortune 500 companies (pursuant to a report prepared by the Human Capital Committee’s independent consultant).2022 UNUM PROXY STATEMENT 103ITEMS TO BE VOTED ONDilution: Dilution is commonly measured by “overhang,” which generally refers to the amount of potential dilution to current shareholders that could result from the future issuance of the shares reserved under an equity compensation plan. Overhang is typically expressed as a percentage (equal to a fraction where the numerator is the sum of the number of shares reserved but not issued under the applicable equity compensation plan plus the number of shares subject to outstanding awards, and the denominator is the sum of the numerator plus the total number of shares outstanding). If the 2022 Plan is approved, our voting power dilution will be approximately 5.50% as of March 15, 2022. This rate assumes that performance-based awards are settled at maximum. This rate is materially consistent with the 6.12% median overhang of Fortune 500 companies (pursuant to a report prepared by Human Capital Committee’s independent consultant).Key Features of the 2022 PlanThe 2022 Plan contains a number of “best practice” features designed to protect the interests of shareholders, including:No Evergreen Feature. The maximum number of shares that may be issued pursuant to awards under the 2022 Plan is limited to 6,750,000, which is subject to adjustment only as described below under "Summary of the 2022 Plan ; Shares Available and Share Counting." There is no “evergreen” feature.Limits on Terms of Stock Options and SARs. The maximum term of each stock option and SAR granted under the 2022 Plan is ten years.No Liberal Share Counting. If the exercise price of any stock option or SAR or the tax obligations relating to any award are satisfied by delivering or withholding shares relating to such award, the full gross number of shares subject to the award will nonetheless be deducted from the plan’s share reserve.Minimum Vesting. Subject to limited exceptions, awards granted under the 2022 Plan may not vest prior to the first anniversary of the date of grant.Director Compensation Limits. The total dollar value of equity and cash compensation (whether granted under the 2022 Plan or otherwise) during any calendar year for any non-employee director of the company may not exceed $500,000, or $1,000,000 in the calendar year in which the director first joins the Board or in any calendar year in which the director is designated as Board Chairman or Lead Independent Director.Clawback Requirements. Any awards granted under the 2022 Plan will be subject to recovery under any law, government regulation, stock exchange listing requirement, and any clawback policy adopted by the company.No Stock Option Repricing. The repricing of “underwater” options and SARs, whether by amending an existing award, substituting a new award at a lower price or executing a cash buyout, without shareholder approval is prohibited.No Discounted Stock Options. The exercise price of each option and SAR granted under the 2022 Plan must be no less than the fair market value of a share of Unum common stock on the date of grant.No Dividends or Dividend Equivalents on Unvested Awards. The 2022 Plan does not permit the payment of dividends or dividend equivalents on restricted stock or restricted stock units unless and until the underlying award vests.Summary of the 2022 PlanA summary of the 2022 Plan is set forth below. The summary of the 2022 Plan is qualified in its entirety by the full text of the 2022 Plan, which is included in this Proxy Statement as Appendix A.Purpose and Design. The 2022 Plan is intended to allow the company to attract, retain and motivate officers, employees, directors and/or consultants and to provide the company with a long-term incentive plan providing104 2022 UNUM PROXY STATEMENTITEMS TO BE VOTED ONincentives directly linked to shareholder value. Awards under the 2022 Plan may be in the form of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units, performance units, and other stock-based awards.Administration. The Human Capital Committee (the “Committee”) is the plan administrator and has sole discretion, among other things, to select eligible individuals to receive awards, to determine the terms and conditions of awards, to interpret the provisions of the 2022 Plan and any awards under the plan, to adopt and amend sub-plans, to make and vary such regulations for the implementation and administration of the 2022 Plan, and to take all other actions not inconsistent with the terms of the 2022 Plan as the Committee deems necessary or appropriate to administer the 2022 Plan.Shares Available and Share Counting. The aggregate number of shares of our common stock that may be issued pursuant to awards under the 2022 Plan cannot exceed (i) 6,750,000, plus (ii) the number of shares subject to any award outstanding under a Prior Plan as of March 15, 2022 that after such date is not issued because such award is forfeited, terminates, expires or otherwise lapses without being exercised, or is settled for cash (with each full-value award counted as 1.76 shares for purposes of these add-backs, which is the ratio specified under the Prior Plans). The number of shares that may be issued under the 2022 Plan will be reduced by one share for every share subject to an award of options or stock appreciation rights granted under the 2017 Plan after March 15, 2022 and prior to the Effective Date and by 1.76 shares for every one share subject to an award other than options or stock appreciation rights granted under the 2017 Plan after March 15, 2022 and prior to the Effective Date. All of the foregoing share amounts are subject to adjustment in certain circumstances, including in connection with stock splits or stock dividends, to prevent dilution or enlargement. The maximum number of shares that may be granted pursuant to incentive stock options is 6,750,000.Shares underlying awards under the 2022 Plan that expire or are forfeited or terminated without being exercised or settled for cash will again be available for the grant of additional awards within the limits providedfees described above were approved by the 2022 Plan. Shares withheld by or delivered to us to satisfy the exercise price of options or SARs or tax withholding obligations with respect to any award grantedAudit Committee under the 2022 Plan will nonetheless be deemed to have been issued under the 2022 Plan.Eligibility. Awards may be made to directors, officers, employees and consultants of the company and its affiliates, and prospective employees and consultants who have accepted offers of employment or consultancy from the company or one of its affiliates, except that incentive stock options may be granted only to employees of the company and its subsidiaries. As of March 15, 2022, there were 12 directors, approximately 10,500 employees (including approximately 500 officers) and no consultants who would have been eligible to participate in the 2022 Plan. Our current executive officers named in the Summary Compensation Table on page 83 and each of our directors are among the individuals eligible to receive awards under the 2022 plan.Limitation on Non-Employee Director Awards. The 2022 Plan includes a $500,000 limitation on the total value of equity-based awards (based on grant date value) and cash compensation that may be granted or paid to our non-employee directors, whether under the 2022 Plan or otherwise, in any single calendar year. This limitation is increased to $1,000,000 for the calendar year in which a non-employee director first joins the Board or is designated as Board Chairman or Lead Independent Director.Minimum Vesting Provisions. Subject to carve outs for (i) up to 5% of the maximum number of shares that may be granted under the 2022 Plan, (ii) awards granted to non-employee directors prior to the next annual meeting held at least 50 weeks after the prior annual meeting, and (iii) in the cases of death, disability, retirement or a change in control, all awards under the plan may not vest prior to the first anniversary of the grant date.Stock Options. Subject to the terms and provisions of the 2022 Plan, options to purchase shares of our common stock may be granted to eligible individuals at any time and from time to time as determined by the Committee. Options may be granted as incentive stock options, which are intended to qualify for favorable treatment to the recipient under U.S. Federal tax law, or as nonqualified stock options, which do not qualify for this favorable tax20222023 UNUM GROUP PROXY STATEMENT 105| 107ITEMS TO BE VOTED ONtreatment. Subject to the limits provided in the 2022 Plan, the Committee determines the number of options granted to each recipient. Each option grant will be evidenced by a stock option agreement that specifies the option exercise price, whether the options are intended to be incentive stock options or nonqualified stock options, the duration of the options, the number of shares to which the options pertain and such additional limitations, terms and conditions as the Committee may determine.The Committee determines the exercise price for each option granted, except that the option exercise price may not be less than 100% of the fair market value of a share of our common stock on the date of grant. All options granted under the 2022 Plan will expire no later than ten years from the date of grant. The method of exercising an option granted under the 2022 Plan is set forth in the 2022 Plan as are the general provisions regarding the exercisability of options following certain terminations of employment. Stock options are nontransferable except by will or by the laws of descent and distribution or, in the case of nonqualified stock options, as otherwise expressly permitted by the Committee. The granting of an option does not accord the recipient the rights of a shareholder, and such rights accrue only after the exercise of an option and the resignation of shares of our common stock in the recipient’s name.Stock Appreciation Rights. The Committee in its discretion may grant SARs under the 2022 Plan. SARs may be “tandem SARs,” which are granted in conjunction with an option, or “free-standing SARs,” which are not granted in conjunction with an option. A SAR entitles the holder to receive from us upon exercise an amount equal to the excess, if any, of the aggregate fair market value of a specified number of shares of our common stock to which such SAR pertains over the aggregate exercise price for the underlying shares. The exercise price of a free-standing SAR will not be less than 100% of the fair market value of a share of our common stock on the date of grant.A tandem SAR may be granted at the grant date of the related option. A tandem SAR will be exercisable only at such time or times and to the extent that the related option is exercisable and will have the same exercise price as the related option. A tandem SAR will terminate or be forfeited upon the exercise or forfeiture of the related option, and the related option will terminate or be forfeited upon the exercise or forfeiture of the tandem SAR.Each SAR will be evidenced by an award agreement that specifies the base price, the number of shares to which the SAR pertains and such additional limitations, terms and conditions as the Committee may determine in accordance with the 2022 Plan. We may make payment of the amount to which the participant exercising the SAR is entitled by delivering shares of our common stock, cash or a combination of stock and cash as set forth in the award agreement relating to the SAR. The method of exercising a SAR granted under the 2022 Plan is set forth in the 2022 Plan as are the general provisions regarding the exercisability of SARs following terminations of employment. SARs are not transferable except by will or the laws of descent and distribution or with respect to SARs that are not granted in “tandem” with an option, as expressly permitted by the Committee.Restricted Stock. The 2022 Plan provides for the award of shares of our common stock that are subject to forfeiture and restrictions on transferability as set forth in the 2022 Plan and as may be otherwise determined by the Committee. Except for these restrictions and any others imposed by the Committee, upon the grant of restricted stock, the recipient will have rights of a shareholder with respect to the restricted stock, including the right to vote the restricted stock; however, any dividends on awards of restricted stock will, subject to vesting of the underlying award, either be automatically deferred (and, with regard to cash dividends, reinvested in additional shares of restricted stock), or accrued in a bookkeeping account in the applicable Participant’s name. During the restriction period set by the Committee, the recipient may not sell, transfer, pledge, exchange or otherwise encumber the restricted stock.Restricted Stock Units. The 2022 Plan authorizes the Committee to grant restricted stock units and deferred share rights. Restricted stock units and deferred share rights are not shares of our common stock and do not entitle the recipients to the rights of a shareholder. Restricted stock units granted under the 2022 Plan may or may not be subject to performance conditions. The recipient may not sell, transfer, pledge or otherwise encumber restricted stock units granted under the 2022 Plan prior to their vesting. Restricted stock units will be settled in106 2022 UNUM PROXY STATEMENTITEMS TO BE VOTED ONcash or shares of our common stock, in an amount based on the fair market value of our common stock on the settlement date. Any dividend equivalent rights with respect to restricted stock units will not be paid to the applicable participant unless and until, and only to the extent that, the underlying award actually vests.Performance Units. The 2022 Plan provides for the award of performance units that are valued by a reference to a designated amount of cash or other property other than shares of our common stock. The payment of the value of a performance unit is conditioned upon the achievement of performance goals set by the Committee in granting the performance unit and may be paid in cash, shares of our common stock, other property or a combination thereof.Other Stock-Based Awards. The 2022 Plan also provides for the award of shares of our common stock and other awards that are valued by reference to our common stock, including unrestricted stock, dividend equivalents and convertible debentures. Awards of unrestricted stock may be granted only in lieu of compensation that would otherwise be payable to the participant and will count against the 5% pool referenced under “Minimum Vesting Provisions” above.Performance Goals. The 2022 Plan provides that financial, operational, strategic, or other performance goals may be established by the Committee in connection with the grant of any award, and that the Committee may adjust the performance goals applicable to any awards to reflect any events or circumstances that are unusual in nature or infrequently occurring, any impact of charges for restructurings, any discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the company’s financial statements, notes to the financial statements, management’s discussion and analysis or the company’s filings with the Securities and Exchange Commission.Dividends and Dividend Equivalents. The Committee may provide that dividends or dividend equivalents (if any) may accrue on any award granted under the 2022 Plan in cash or in additional shares that are subject to the same terms of the award to which such dividends or dividend equivalents relate. The Committee may provide that dividend equivalents accruing on any award outstanding under any of the Company’s prior equity compensation plans may be settled in shares issued under the 2022 Plan. Notwithstanding the foregoing, with respect to any award under the 2022 Plan or any prior equity compensation plan that is subject to performance goals and/or vesting conditions, dividends or dividend equivalents shall only be paid or settled if and to the extent that the performance goals and any vesting conditions associated with such underlying award are satisfied.Change in Control. Unless provided otherwise in the applicable award agreement, in the event of a “change in control” of the company (as defined in the 2022 Plan):If equivalent replacement awards are substituted for awards outstanding under the 2022 Plan at the time of such change in control, then upon the termination of employment of a participant during the two-year period following the change in control by reason of death, disability, termination without cause, or resignation for good reason, (i) all such replacement awards held by such participant will vest in full; and (ii) any option or SAR held by the participant as of the date of the change in control that remains outstanding as of the date of such termination of employment may thereafter be exercised until (A) in the case of incentive stock options, the last date on which such options would otherwise be exercisable, and (B) in the case of nonqualified options and SARs, the later of (1) the last date on which such option or SAR would otherwise be exercisable and (2) the earlier of (y) the third anniversary of the change in control and (z) the expiration of the option’s or SAR’s term; andIf equivalent replacement awards are not substituted for awards outstanding under the 2022 Plan at the time of such change in control, outstanding options and SARs will become fully vested and exercisable and any other awards will vest in full (with performance-based awards deemed earned in a pro-rata amount based on the portion of the performance period completed and the greater of (i) the applicable target level of achievement of the performance goals and (ii) the level of actual achievement of the performance goals2022 UNUM PROXY STATEMENT 107ITEMS TO BE VOTED ONfor the award as determined by the Committee taking into account performance through the latest date preceding the change in control as to which performance can, as a practical matter, be determined).Amendment. The Board or the Committee may amend, alter or discontinue the 2022 Plan, but no amendment, alteration or discontinuation may be made which would materially impair the rights of the participant with respect to a previously granted award without such participant’s consent, except such an amendment made to comply with applicable law, including without limitation Section 409A of the Code, stock exchange rules or accounting rules. In addition, no such amendment may be made without the approval of our shareholders to the extent such approval is required (i) by applicable law or the listing standards of the applicable stock exchange or (ii) to eliminate the requirements that shareholders approve any repricing of options or SARs under the 2022 Plan.Federal Income Tax ConsequencesThe following is a summary of certain United State federal income tax consequences of awards made under the 2022 Plan based upon the laws in effect on the date hereof. The discussion is general in nature and does not take into account a number of considerations which may apply in light of the circumstances of a particular participant under the 2022 Plan. The income tax consequences under applicable foreign, state and local tax laws may not be the same as under United States federal income tax laws.Nonqualified Stock Options. A participant will not recognize taxable income at the time of grant of a nonqualified stock option, and the company will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) upon exercise of a nonqualified stock option equal to the excess of the fair market value of the shares purchased over their exercise price, and the company generally will be entitled to a corresponding deduction.Incentive Stock Options. A participant will not recognize taxable income at the time of grant of an incentive stock option. A participant will not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option. If the shares acquired by exercise of an incentive stock option are held for the longer of two years from the date the option was granted and one year from the date the shares were transferred, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss, and the company will not be entitled to any deduction. If, however, such shares are disposed of within such two- or one-year periods, then in the year of such disposition the participant will recognize compensation taxable as ordinary income equal to the excess of the lesser of the amount realized upon such disposition and the fair market value of such shares on the date of exercise over the exercise price, and the company generally will be entitled to a corresponding deduction. The excess of the amount realized through the disposition date over the fair market value of the stock on the exercise date will be treated as capital gain.Stock Appreciation Rights. A participant will not recognize taxable income at the time of grant of a SAR, and the company will not be entitled to a tax deduction at such time. Upon exercise, a participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) equal to the fair market value of any shares delivered and the amount of cash paid by us, and the company generally will be entitled to a corresponding deduction.Restricted Stock. A participant will not recognize taxable income at the time of grant of shares of restricted stock, and the company will not be entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Code to be taxed at such time. If such election is made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of the grant equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such election is not made, the participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time the restrictions lapse in an amount equal to the excess of the fair market value of the shares at such time over the amount, if108 2022 UNUM PROXY STATEMENTITEMS TO BE VOTED ONany, paid for such shares. The company is generally entitled to a corresponding deduction at the time the ordinary income is recognized by the participant. In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made and prior to the time the restrictions lapse will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee), rather than dividend income. We generally will be entitled to a corresponding deduction.Restricted Stock Units. A participant will not recognize taxable income at the time of grant of a restricted stock unit, and the company will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of settlement of the award equal to the fair market value of any shares delivered and the amount of cash paid by the company, and the company generally will be entitled to a corresponding deduction.Performance Units. A participant will not recognize taxable income at the time of grant of performance units, and the company will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in respect of an employee) at the time of settlement of the award equal to the fair market value of any shares or property delivered and the amount of cash paid by the company, and the company generally will be entitled to a corresponding deduction.The foregoing general tax discussion is intended for the information of shareholders considering how to vote with respect to this proposal and not as tax guidance to participants in the 2022 Plan. Participants are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2022 Plan.New Plan BenefitsAny awards that an individual may receive under the 2022 Plan will be at the discretion of the Committee and therefore cannot be determined in advance, with the exception of a grant of restricted stock units with a value of $160,000 which will be paid as an annual retainer to each individual who will serve as a non-employee director after the 2022 Annual Meeting. The grant under the 2022 Plan will be contingent on and effective with the approval of the 2022 Plan by shareholders upon the Effective Date. If the 2022 Plan is not approved, the grant to the non-employee directors will be made under the 2017 Plan.The Board unanimously recommends that you vote FOR the approval of the Unum Group 2022 Stock Incentive Plan.2022 UNUM PROXY STATEMENT 10920222023 ANNUAL MEETINGAbout the 20222023 Annual MeetingThe Board of Directors has determined that the 20222023 Annual Meeting will be conducted as a virtual-only meeting via live webcastin order to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. This process will also enable engagement with our shareholders, regardless of size, resources or physical location.The 20222023 Annual Meeting live webcast will begin promptly at 10:009:30 a.m. Eastern Daylight Time on May 26, 2022. 25, 2023. 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. This includes access to the live webcast, voting your shares electronically, and submitting questions online. You will need a 16-digit control number to participate. Further details are provided below under "Attending the 20222023 Annual Meeting."Proxy materialsThe Board of Directors is providing these proxy materials to you in connection with its solicitation of proxies to be voted at the 20222023 Annual Meeting and at any later meeting to which it may be adjourned or postponed. All shareholders who held shares of the company's common stock as of the close of business on March 28, 202227, 2023 are entitled to attend the 20222023 Annual Meeting and to vote on the items of business described in this proxy statement. Whether or not you choose to attend or participate in the 20222023 Annual Meeting, you may vote your shares via the Internet, by telephone, or by mail.Because we are soliciting your proxy, we are required to send you either our proxy materials or a Notice Regarding the Internet Availability of Proxy Materials (described in the next section). Our proxy materials include this proxy statement and our annual report to shareholders, which contains audited consolidated financial statements for our fiscal year ended December 31, 2021.2022. If you received a printed copy of these documents, the proxy materials also include a proxy card or voting instruction form for the 20222023 Annual Meeting.Internet availability of proxy materialsIn accordance with rules adopted by the SEC, commonly referred to as "Notice and Access," we may furnish proxy materials by providing access to the documents on the Internet, rather than mailing printed copies. This process allows us to expedite our shareholders’ receipt of proxy materials, lower the costs of printing and mailing the proxy materials, and reduce the environmental impact of the 20222023 Annual Meeting. As a result, most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, a Notice Regarding the Internet Availability of Proxy Materials ("Notice") was mailed on April 14, 202213, 2023 to shareholders of record as of the March 28, 2022 who27, 2023 record date, unless they have not previously requested to receive printed or emailed materials on an ongoing basis. The Notice provides instructions on how to access the proxy materials for the 20222023 Annual Meeting, how to request a printed set of proxy materials, and how to vote your shares.shares. Our proxy materials may also be viewed on our investor relations website under the "SEC Filings""Proxy Materials" heading at www.investors.unum.com.You may elect to receive proxy materials in printed form by mail or electronically by email on an ongoing basis by following the instructions in the Notice. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the environmental impact of our Annual Meetings. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.110 20222023 UNUM GROUP PROXY STATEMENT | 108 20222023 ANNUAL MEETINGAttending the 20222023 Annual MeetingThe 20222023 Annual Meeting will be a virtual meeting conducted exclusively via live webcast on the Internet. Shareholders will not be able to attend the meeting in person.•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 2022 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 2022 Annual Meeting via the Internet at www.virtualshareholdermeeting.com/UNM2022. 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.com website, 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 2022 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 26, 2022. 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 starting on April 14, 2022. By accessing this portal, shareholders will be able to submit questions and vote in advance of the 2022 Annual Meeting. Shareholders may also submit questions and vote on the day of, or during, the 2022 Annual Meeting at www.virtualshareholdermeeting.com/UNM2022. 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 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 2023 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 2023 Annual Meeting via the Internet at www.virtualshareholdermeeting.com/UNM2023. 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.com website, 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 2023 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 9:30 a.m. Eastern Daylight Time on May 25, 2023. 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. A replay of the meeting will also be available at www.virtualshareholdermeeting.com/UNM2023.•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 starting on April 13, 2023. By accessing this portal, shareholders will be able to submit questions and vote in advance of the 2023 Annual Meeting. Shareholders may also submit questions and vote on the day of, or during, the 2023 Annual Meeting at www.virtualshareholdermeeting.com/UNM2023. 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 any questions not addressed during the meeting will be posted on our investor relations website at www.investors.unum.com under the "Proxy Materials" heading.Differences between shareholders of record and beneficial ownersMost of our shareholders hold their shares as a beneficial owner through a broker or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.•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 2023 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 2023 Annual Meeting via the Internet.•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 2022 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 2022 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,20222023 UNUM GROUP PROXY STATEMENT 111| 10920222023 ANNUAL MEETINGyou 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 2022 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. Brokers are not permitted to vote on certain items presented for a vote, and may elect not vote on any of the items, unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting. Therefore, to ensure that your shares are voted, you are encouraged to provide voting instructions for your shares via the Internet or by telephone, or by returning the voting instruction form that you received. You are also invited to attend the 2023 Annual Meeting via the Internet.Persons entitled to vote at the 20222023 Annual MeetingShareholders of recordowning company stock as of the close of business on March 28, 2022,27, 2023, the record date, are entitled to vote their shares at the 20222023 Annual Meeting. There were approximately 201,866,676197,580,143 shares of our common stock outstanding on the record date. Each of those shares is entitled to one vote on each item of business to be voted on at the 20222023 Annual Meeting. We will make available a list of shareholders of record as of the record date for inspection by shareholders for any purpose germane to the 20222023 Annual Meeting during normal business hours at our corporate headquarters in Chattanooga, Tennessee.Tennessee, and as provided for under our bylaws. Please contact our Corporate Secretary to schedule an appointment. The list will also be available during the 2022 Annual Meeting at www.virtualshareholdermeeting.com/UNM2022.Voting items and Board recommendations; Vote required; Abstentions and broker non-votesYou may either vote for, against or abstain on each of the voting items to be acted on at the 20222023 Annual Meeting.Meeting, except that for Item 3 you may choose whether we should hold an advisory vote to approve executive compensation every one year, every two years, or every three years, or abstain from voting. The table below summarizes, for each voting item, the voting recommendation of the Board of Directors, the vote threshold required for approval, and the effect of abstentions and broker non-votes (i.e., shares held in street name that cannot be voted on certain matters by the shareholder of record if the beneficial owner has not provided voting instructions).non-votes. Abstentions and broker non-votes are discussed in more detail under "Voting your shares" below.VOTING ITEMSVOTING ITEMS Items to be Voted onOnBoard Voting
RecommendationVote Required
for ApprovalEffect of Abstention Effect of Broker Non-VoteNon-VoteItem 1: Election of the 1211 directors for terms expiring in 20232024FOR each nominee Majority of votes cast with respect to the nominee
not counted as
vote cast
not counted as
vote castItem 2: Advisory vote to approve executive compensation FOR Majority of sharesrepresented andentitled to voteSame effect asAGAINST becauseis entitled to voteNo effect becausenot entitled tovoteItem 3: Advisory vote to approve the frequency of future advisory votes on executive compensation 1 YEAR Majority of shares
represented and
entitled to voteCounted as entitled to vote, but not in favor of any alternative No effect because not entitled to vote Item 3:4: Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 20222023FOR
represented and
entitled to vote
AGAINST because
is entitled to voteNot applicable; may be discretionarily voted by broker Item 4: Approval of the Unum Group 2022 Stock Incentive PlanFORMajority of votes castNo effect because not counted as vote castNo effect because not counted as vote cast112 2022 UNUM PROXY STATEMENT20222023 ANNUAL MEETINGVoting your sharesYou may vote your shares using any of the following methods:•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 2022 Annual Meeting is available until 11:59 p.m. Eastern Daylight Time on May 25, 2022.•By Internet. Before the meeting, you may vote via the Internet by going to www.proxyvote.com or to the internet address indicated on the voting instruction form or Notice that was provided to you 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 2023 Annual Meeting is available until 11:59 p.m. Eastern Daylight Time on May 24, 2023.During the 20222023 Annual Meeting, you may vote online by following the instructions at www.virtualshareholdermeeting.com/UNM2022. UNM2023. You will need the control number found on your Notice, proxy card, voting instruction form or legal proxy when you access the virtual meeting web page.•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 or the number indicated on the voting instruction form or Notice that was provided to you (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 accesscall. You may vote by telephone until 11:59 p.m. Eastern Daylight Time on May 24, 2023.•By mail. If you received a paper copy of your proxy materials, you may vote by mail by completing the virtual meeting web page.•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 25, 2022.•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 25, 2022.The Board of Directors has appointed certain individuals named on the proxy card ("proxies") to vote shares at the 20222023 Annual Meeting in accordance with the instructions of our shareholders. If you authorize the proxies to vote your shares with respect to any matter to be acted upon, the shares will be voted in accordance with your instructions. If you are a shareholder of record and you authorize the proxies to vote your shares but do not specify how your shares should be voted on one or more matters, the proxies will vote your shares on those matters as the Board of Directors recommends. If any other matter properly comes before the 20222023 Annual Meeting, the proxies will vote on that matter in their discretion.If you are a beneficial owner of shares held in street name and do not provide your broker or other nominee instructions on how to vote your shares, a "broker non-vote" occurs. Under the rules of the NYSE, the organization that holds your shares (i.e., your broker or other nominee) is not permitted butto vote on certain matters, including the election of directors, and may determine not required, to vote your shares on routine matters at its discretion but cannot vote on "non-routine" matters. The only item of business at the 2022 Annual Meeting for which your broker or other nominee is permitted, but not required, to vote your shares without yourall, unless you provide voting instructions is the ratification of the appointment of our independent registered public accounting firm (Item 3). Unless it receives your voting instructions, your broker or other nominee will not have discretion to vote your shares (resulting in a broker non-vote) on any other item of business at the 2022 Annual Meeting (Items 1, 2 and 4), including the election of directors.instructions. To ensure that your vote will be counted on all matters, we encourage you to provide instructions to your broker or other nominee on how to vote your shares.2023 UNUM GROUP PROXY STATEMENT | 111 Changing your vote and revoking your proxyYou may revoke any proxy that you previously granted or change your vote by:•Submitting a subsequent vote via the Internet, by telephone, or by mailing a new proxy card or voting instruction form that is received before the closing of those facilities at 11:59 p.m. Eastern Daylight Time on May 25, 2022;2023;•Requesting a "legal proxy" or attending the virtual 20222023 Annual Meeting and voting online, as indicated above under "Voting your shares"; or2022 UNUM PROXY STATEMENT 113ABOUT THE 2022 ANNUAL MEETING•If you are a shareholder of record, giving written notice of revocation to the Corporate Secretary, Unum Group, 1 Fountain Square, Chattanooga, TN 37402, so that it is received by 4:00 p.m. Eastern Daylight Time on May 25, 2022.24, 2023.Your new vote in advance of the meeting must be submitted in accordance with the time frames above under "Voting your shares."QuorumA quorum is required to transact business at the 20222023 Annual Meeting. A quorum exists if the holders of a majority of the shares issued and outstanding and entitled to vote generally in the election of directors are present online at the virtual 20222023 Annual Meeting or represented by proxies. Abstentions and broker non-votesShares that have been voted to abstain or that are voted in a broker’s discretion will be counted as present for purposes of determining whether a quorum is present at the 20222023 Annual Meeting, but neither will be counted as votes cast.Inspectors of electionRepresentatives of Broadridge Financial Solutions, Inc. ("Broadridge") will tabulate the votes and act as inspectors of the election.Voting resultsWe will report the final voting results of the 20222023 Annual Meeting on a Form 8-K to be filed with the SEC within four business days after the meeting. The Form 8-K will be available on our investor relations website under the "SEC Filings" heading at www.investors.unum.comor on the SEC’s website at www.sec.gov.114 20222023 UNUM GROUP PROXY STATEMENT | 112 Additional InformationCost of proxy solicitationWe pay the cost of soliciting proxies from our shareholders. Proxies are solicited by mail, and may also be solicited personally, electronically or by telephone by our directors, officers or employees, though none will receive additional compensation for doing this. We have retained Innisfree M&A Incorporated to assist in the solicitation of proxies for the 20222023 Annual Meeting. We will pay Innisfree a fee of $20,000 25,000 and reasonable out-of-pocket expenses for its services. We also reimburse brokers, banks and other nominees for their expenses in sending proxy materials to their customers who are beneficial owners and obtaining their voting instructions.Shareholder proposals and nominations for our 20232024 Annual MeetingIf you intend to submit a proposal for inclusion in the proxy statement for our 20232024 Annual Meeting pursuant to SEC Rule 14a-8, it must be received by the Corporate Secretary at our principal executive offices (at the address provided below) no later than the close of business on December 16, 2022. 15, 2023. Submitting a shareholder proposal does not guarantee that we will include it in our proxy statement if thethe proposal does not satisfy the requirements of SEC Rule 14a-8.Our bylaws include a proxy access right, permitting a shareholder, or a group of up to 20 shareholders, who has maintained continuous qualifying ownership of at least 3% of our outstanding shares of capital stock entitled to vote in the election of directors for at least three years to nominate and include in our proxy materials director nominees constituting up to the greater of 20% of the Board or two directors, provided that the shareholder(s) and the nominee(s) satisfy the requirements in our bylaws. Notice of proxy access director nominees must be received by the Corporate Secretary at our principal executive offices (at the address provided below) no earlier than November 15, 20222023 and no later than the close of business on December 15, 2022.2023. However, in the event that that the 20232024 Annual Meeting is to be held on a date that is more than 30 days before or after May 26, 202325, 2024 (the anniversary date of the 20222023 Annual Meeting), then such notice must be received no later than the close of business on the 180th day prior to the date of the 20232024 Annual Meeting or the 10th day following the day on which public announcement of the date of the 20232024 Annual Meeting is first made.Our bylaws also establish advance notice procedures with respect to proposals and director nominations submitted by a shareholder for presentation directly at an Annual Meeting, rather than for inclusion in our proxy statement. To be properly brought before our 20232024 Annual Meeting, a notice of the proposal the shareholder wishes to present at the meeting other than pursuant to SEC Rule 14a-8, or nomination the shareholder wishes to present at the meeting, other than pursuant to our proxy access bylaw, must be received by the Corporate Secretary at our principal executive offices (at the address provided below) no earlier than the close of business on January 26, 2023 2024 and no later than the close of business on February 25, 2023. 2024. However, in the event that that the 20232024 Annual Meeting is to be held on a date that is more than 30 days before or more than 70 days after May 26, 202325, 2024 (the anniversary date of the 20222023 Annual Meeting), then such notice must be received no earlier than the close of business on the 120th day prior to the date of the 20232024 Annual Meeting and no later than the close of business on the later of the 90th day prior to the date of the 20232024 Annual Meeting or the 10th day following the day on which public announcement of the date of the 20232024 Annual Meeting is first made.In addition to satisfying the foregoing deadlinesnotice procedures under our bylaws, to comply with SEC Rule 14a-19, the SEC’s universal proxy rule, a shareholder must provide the notice required under Rule 14a-19 to the Corporate Secretary of the shareholder’s intent to solicit proxies in support of candidates submitted under the advance notice procedures in our bylaws on or before March 27, 2023.26, 2024. However, in the event that the 20232024 Annual Meeting is to be held on a date that is more than 30 days before or after May 26, 2023 (the25, 2024 (the anniversary date of the 20222023 Annual Meeting), then such notice must be provided by the later of 60 days prior to the date of the2023 UNUM GROUP PROXY STATEMENT | 113 2024 Annual Meeting or 10 days following the day on which public announcement of the date of the 20232024 Annual Meeting is first made. In addition, the2022 UNUM PROXY STATEMENT 115ADDITIONAL INFORMATIONdeadline for a shareholder to provide notice to the Corporate Secretary pursuant to SEC Rule 14a-19, the SEC’s universal proxy rule, of the shareholder’s intent to solicit proxies in support of candidates submitted under the advance notice procedures in our bylaws is March 27, 2023. However, in the event that the 2023 Annual Meeting is to be held on a date that is more than 30 days before or after May 26, 2023 (the anniversary date of the 2022 Annual Meeting), then such notice must be provided by the later of 60 days prior to the date of the 2023 Annual Meeting or 10 days following the day on which public announcement of the date of the 2023 Annual Meeting is first made."Corporate Governance""Governance" heading at www.investors.unum.com and may also be obtained at no cost from the Office of the Corporate Secretary. The chairman of the meeting may refuse to acknowledge or introduce any shareholder proposal or nomination if notice thereof is not received within the applicable deadlines or does not comply with the bylaws. If a shareholder fails to meet these deadlines, the persons named as proxies will be allowed to use their discretionary voting authority to vote on any such proposal or nomination as they determine appropriate if the matter is presented and introduced at the Annual Meeting.Communications with the Board of DirectorsShareholders and interested parties may communicate with our Chairman of the Board, or any other director, by contacting the Office of the Corporate Secretary as described below.In accordance with a process approved by our Board of Directors, the Corporate Secretary reviews all correspondence received by the company and addressed to non-management directors. A log and copies of the correspondence are provided to the Chairman, who determines whether further distribution is appropriate and to whom it should be sent. Any director may at any time review this log and request copies of correspondence. Concerns relating to accounting, internal controls or auditing matters are promptly brought to the attention of our internal auditors and handled in accordance with procedures established by the Audit Committee. Copies of correspondence relating to corporate governance matters are also provided to the chair of the Governance Committee.The Board has instructed that certain items unrelated to the duties and responsibilities of the Board be excluded from the process, including mass mailings, resumes and other forms of job inquiries, surveys, business solicitations or advertisements, and matters related to claims or employment.Eliminating duplicate proxy materialsUnder SEC rules, individual Notices, and, to the extent we mail printed proxy materials or an annual report in accordance with the procedures described herein, a single proxy statement and annual report to shareholders, will be delivered in one envelope to multiple shareholders having the same last name and address and to shareholders with multiple accounts registered at our transfer agent with the same address, unless contrary instructions have been received from an affected shareholder. This is known as "householding" and it enables us to reduce the costs and environmental impact of the 20222023 Annual Meeting. We will deliver promptly upon written or oral request a separate copy of the proxy statement, annual report to shareholders or Notice to any shareholder residing at a shared address to which only one copy was delivered. If you would like to receive separate copies of our proxy materials, whether for this year or future years, please contact Broadridge toll-free at 1-866-540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. The same phone number and address may be used to request delivery of a single copy of our proxy materials if you share an address with another shareholder and are receiving multiple copies.116 20222023 UNUM GROUP PROXY STATEMENT | 114 Contacting the Office of the Corporate SecretaryYou may contact the Office of the Corporate Secretary by calling toll-free 800-718-8824 or by writing to:Office of the Corporate SecretaryUnum Group1 Fountain SquareChattanooga, Tennessee 37402Principal executive officesOur principal executive offices are located at 1 Fountain Square, Chattanooga, Tennessee 37402. Our main telephone number is 423-294-1011.Annual Report on Form 10-KUpon request, we will provide to you by mail a free copy of our Annual Report on Form 10-K (including financial statements and financial statement schedules) for the fiscal year ended December 31, 2021.2022. Please direct your request to the Office of the Corporate Secretary at the address provided above. The Annual Report on Form 10-K may also be accessed on our investor relations website under the "SEC Filings" heading at www.investors.unum.com or on the SEC’s website at www.sec.gov.Incorporation by referenceTo the extent that this proxy statement has been or will be specifically incorporated by reference into any of our other filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, the sections of this proxy statement entitled "Report of the Audit Committee" (to the extent permitted by the rules of the SEC) and "Compensation Committee Report" shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing.20222023 UNUM GROUP PROXY STATEMENT 117| 115Appendix AUnum Group 2022 Stock Incentive PlanSection 1. Purpose; DefinitionsThe purpose of this Plan is to allow the Company to attract, retain and motivate officers, employees, directors and/or consultants and to provide the Company and its Subsidiaries and Affiliates with a long-term incentive plan providing incentives directly linked to stockholder value. Certain terms used herein have definitions given to them in the first place in which they are used. In addition, for purposes of this Plan, the following terms are defined as set forth below:(a) "Act” means the Securities Act of 1933, as amended from time to time, and any successor thereto.(b) “Affiliate” means a corporation or other entity controlled by, controlling or under common control with the Company.(c) “Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock.(d) “Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Unit or Other Stock-Based Award granted pursuant to the terms of this Plan.(e) “Award Agreement” means a document or agreement setting forth the terms and conditions of a specific Award.(f) “Board” means the Board of Directors of the Company.(g) “Cause” means, unless otherwise provided in an Award Agreement, (i) “Cause” as defined in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define “Cause,” (A) conviction of the Participant for committing, or a guilty or nolo contendere plea to, a felony under federal law or the law of the state or other jurisdiction in which such action occurred, (B) dishonesty or illegal conduct in the course of fulfilling the Participant’s employment duties, (C) failure on the part of the Participant to perform substantially such Participant’s employment duties in any material respect, or (D) a material violation of the Company’s ethics and compliance program.(h) “Change in Control” means, unless otherwise provided in an Award Agreement, any of the following:(i) during any period of two consecutive years, individuals who, at the beginning of such period, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director and whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be deemed an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-12(c) under the Exchange Act) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director;(ii) any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 20% (30% with respect to deferred compensation subject to Section 409A of the Code) or more of the combined voting power of the Company’s 118 2022 UNUM PROXY STATEMENTAPPENDIX Athen outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control of the Company by virtue of any of the following acquisitions: (A) by the Company or any Subsidiary, (B) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) by an underwriter temporarily holding securities pursuant to an offering of such securities, (D) pursuant to a Non-Qualifying Transaction (as defined below), or (E) a transaction (other than one described in paragraph (iii) below) in which Company Voting Securities are acquired from the Company, if a majority of the Incumbent Directors approve a resolution providing expressly that the acquisition pursuant to this clause (E) does not constitute a Change in Control of the Company under this paragraph (ii);(iii) the consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or sale or other disposition of all or substantially all of the Company’s assets to an entity that is not an Affiliate (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of the Company (in either case, the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation) is or becomes the beneficial owner, directly or indirectly, of 20% (30% with respect to deferred compensation subject to Section 409A of the Code) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the criteria specified in clauses (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any person acquires beneficial ownership of more than 20% (30% with respect to deferred compensation subject to Section 409A of the Code) of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control of the Company shall then occur.(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.(j) “Committee” means the Human Capital Committee of the Board or such other committee of the Board as the Board may from time to time designate to discharge the Board’s responsibilities relating to oversight of the2022 UNUM PROXY STATEMENT 119APPENDIX Acompensation and benefits of the directors, officers and employees of the Company, which shall be composed of not less than two directors, and shall be appointed by the Board.(k) “Common Stock” means common stock, par value $0.10 per share, of the Company.(l) “Company” means Unum Group, a Delaware corporation.(m) “Disability” means, unless otherwise provided in an Award Agreement, (i) “Disability” as defined in any Individual Agreement to which the Participant is a party, or (ii) if there is no such Individual Agreement or it does not define “Disability,” the Participant is (A) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (B) by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. The Committee may require such medical or other evidence as it deems necessary to judge the nature and duration of the Participant’s condition. Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall mean Permanent and Total Disability as defined in Section 22(e)(3) of the Code.(n) “Disaffiliation” means a Subsidiary’s or Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates.(o) “Eligible Individuals” means directors, officers, employees and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective employees and consultants who have accepted offers of employment or consultancy from the Company or any of its Subsidiaries or Affiliates; provided, however, that the only consultants who may be Eligible Individuals are those who qualify for registration of Awards under Form S-8 under the Act.(p) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto.(q) “Fair Market Value” means the closing price of a share of Common Stock on the Applicable Exchange on the date of measurement, or if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were traded, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion using a reasonable valuation method which shall include consideration of the following factors, as applicable: (i) the value of the Company’s tangible and intangible assets; (ii) the present value of the Company’s future cash-flows; (iii) the market value of stock or equity interests in similar corporations and other entities engaged in substantially similar trades or businesses, the value of which can be readily determined objectively (such as through trading prices on an established securities market or an amount paid in an arm’s-length private transaction); (iv) control premiums or discounts for lack of marketability; (v) recent arm’s-length transactions involving the sale or transfer of such stock or equity interests; and (vi) other relevant factors.(r) “Good Reason” means, unless otherwise provided in an Award Agreement, (i) “Good Reason” as defined in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define “Good Reason,” (A) a material adverse change in the Participant’s authority, powers, functions, duties or responsibilities as in effect immediately prior to the Change in Control; (B) a material reduction in the Participant’s base salary or annual bonus opportunity, in each case as in effect immediately prior to the Change in Control; or (C) the reassignment of the Participant’s place of employment to an office location more than 50 miles from the Participant’s then-current place of employment. Notwithstanding the foregoing, any assertion by the Participant of a Termination of Employment for “Good Reason” shall not be effective unless all of the following conditions are satisfied: (1) the condition giving rise to the Participant’s120 2022 UNUM PROXY STATEMENTAPPENDIX ATermination of Employment must have arisen without the Participant’s consent; (2) the Participant must provide notice to the Company of such condition within 30 days of the date that the Participant becomes aware of the condition; (3) the condition specified in such notice must remain uncorrected for 30 days after receipt of such notice by the Company; and (4) the date of the Participant’s Termination of Employment must occur within 30 days after the date the Company’s cure period expires.(s) “Grant Date” means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award, or (ii) such later date as the Committee shall provide in such resolution.(t) “Incentive Stock Option” means any Option that is designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies.(u) “Individual Agreement” means an employment, consulting or similar agreement between a Participant and the Company or any of its Subsidiaries or Affiliates.(v) “Nonqualified Option” means any Option that is not an Incentive Stock Option.(w) “Option” means an Award granted under Section 5.(x) “Other Stock-Based Award” means an Award of Common Stock or other Award that is valued in whole or in part by reference to, or is otherwise based upon, Common Stock, including unrestricted stock, dividend equivalents, and convertible debentures.(y) “Participant” means an Eligible Individual to whom an Award is or has been granted.(z) “Performance Goals” means the financial, operational, strategic or other performance goals established by the Committee in connection with the grant of an Award. The Committee may adjust the Performance Goals applicable to any Award to reflect any events or circumstances that are unusual in nature or infrequently occurring, any impact of charges for restructurings, any discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company’s financial statements, notes to the financial statements, management’s discussion and analysis or the Company’s SEC filings.(aa) “Performance Period” means that period established by the Committee at the time any Award subject to Performance Goals is granted or at any time thereafter during which any Performance Goals specified by the Committee with respect to such Award are to be measured.(bb) “Performance Unit” means any Award granted under Section 8 of a unit valued by reference to a designated amount of cash or other property other than Shares, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including cash, Shares, or any combination thereof, upon achievement of such Performance Goals during the Performance Period as the Committee shall establish at the time of such grant or thereafter.(cc) “Plan” means this Unum Group 2022 Stock Incentive Plan, as set forth herein and as hereafter amended from time to time.(dd) “Prior Plan” means the Unum Group Stock Incentive Plan of 2012, as amended, and the Unum Group Stock Incentive Plan of 2017.(ee) “Restricted Stock” means an Award granted under Section 6.(ff) “Restriction Period” means the period set by the Committee, commencing with the date of an Award, during which vesting restrictions apply to such Award.(gg) “Retirement” means, unless otherwise provided in an Award Agreement, the Participant’s Termination of Employment other than for Cause after (i) the attainment of age 65 or (ii) the attainment of age 60 with at least 15 years of service.2022 UNUM PROXY STATEMENT 121APPENDIX A(hh) “Share” means a share of Common Stock.(ii) “Stock Appreciation Right” means a right that entitles the Participant to receive, in cash, Shares or both, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified number of Shares at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the Grant Date.(jj) “Subsidiary” means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a majority of the voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company.(kk) “Term” means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement.(ll) “Termination of Employment” means the termination of the applicable Participant’s employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, (i) if a Participant’s employment with the Company or any of its Subsidiaries or Affiliates terminates but such Participant continues to provide services to the Company or any of its Subsidiaries or Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Employment; (ii) if a Participant’s service with the Company or any of its Subsidiaries or Affiliates in a non-employee capacity terminates but such Participant continues to provide services to the Company or any of its Subsidiaries or Affiliates as an employee, such change in status shall not be deemed a Termination of Employment; and (iii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company or any of its Subsidiaries or Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment.Section 2. Administration(a) Committee. The Plan shall be administered by the Committee. The Committee shall, subject to Section 11, have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee shall have the authority, subject to the terms and conditions of the Plan:(i) to select the Eligible Individuals to whom Awards may from time to time be granted;(ii) to determine when, whether and to what extent Incentive Stock Options, Nonqualified Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, Other Stock-Based Awards, or any combination thereof, are to be granted hereunder;(iii) to determine the number of Shares or the other amount of consideration to be covered by each Award granted hereunder;(iv) to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine;(v) subject to Section 5(d) and Section 12, to modify, amend or adjust the terms and conditions of any Award;(vi) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable;(vii) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);122 2022 UNUM PROXY STATEMENTAPPENDIX A(viii) to correct any defect, supply any omission and reconcile any inconsistency in the Plan, any Award or any Award Agreement;(ix) subject to Section 12, to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion determines;(x) to decide all other matters that must be determined in connection with an Award;(xi) to determine whether, to what extent and under what circumstances cash, Shares and other property and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant;(xii) to establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable;(xiii) to establish additional terms, conditions, rules or procedures to accommodate the rules or laws of applicable non-U.S. jurisdictions and to afford Participants favorable treatment under such rules or laws; and(xiv) to take such other action, not inconsistent with the terms of the Plan, as the Committee deems necessary or appropriate to administer the Plan.(b) Procedures.(i) The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11(a), allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it.(ii) Any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control.(c) Discretion of Committee. Any determination made by the Committee or by an appropriately delegated person pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. Subject to Section 1(g), all decisions made by the Committee or any appropriately delegated person pursuant to the provisions of the Plan shall be final, binding and conclusive on all persons, including the Company, Participants, and Eligible Individuals.(d) Cancellation or Suspension. Subject to Section 5(d) and Section 12(d), the Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended.(e) Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in an Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Award Agreement being signed by the Company and the Participant receiving the Award unless otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12 hereof.(f) Minimum Vesting. Except in the case of death, Disability, Retirement or a Change in Control, in no event shall the vesting schedule or Restriction Period of an Award provide that any portion of such Award will vest prior to the first anniversary of the Grant Date; provided, however, that (i) up to an aggregate of 5% of the maximum number of Shares that may be issued pursuant to Awards under this Plan may be issued without regard to the foregoing requirements, and (ii) Awards to non-employee directors may vest on the earlier of the first anniversary of the Grant Date and the next annual meeting of stockholders, so long as such next annual meeting2022 UNUM PROXY STATEMENT 123APPENDIX Ais at least 50 weeks after the immediately preceding year’s annual meeting and any such Awards shall not be counted against the 5% pool set forth in clause (i).Section 3. Common Stock Subject to Plan(a) Plan Maximums. Subject to Section 3(c), the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be (i) 6,750,000 Shares plus (ii) the number of Shares subject to any award outstanding under a Prior Plan as of March 15, 2022 that after March 15, 2022 is not issued because such award is forfeited, terminates, expires or lapses without being exercised (to the extent applicable), or is settled for cash. Any Share that is to be added to the maximum number of Shares that may be issued pursuant to Awards under this Plan pursuant to the first sentence of Section 3(a) shall be added to this Plan as 1.00 Share if such Share was subject to any option or stock appreciation right granted under the Prior Plans, or as 1.76 Shares if such Share was subject to any award other than an option or stock appreciation right granted under the Prior Plans. Notwithstanding anything to the contrary herein, the maximum number of Shares that may be issued pursuant to Awards under the Plan shall be reduced by 1.00 share for every share subject to an award of options or stock appreciation rights granted under the 2017 Plan after March 15, 2022 and prior to the Effective Date, and by 1.76 shares for every one share subject to an award other than options or stock appreciation rights granted under the 2017 Plan after March 15, 2022 and prior to the Effective Date. The maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options shall be 6,750,000 Shares. Shares issued under the Plan may be authorized and unissued or reacquired Shares.(b) Rules for Calculating Shares Delivered. To the extent that any Award is forfeited, or any Option or Stock Appreciation Right terminates, expires or lapses without being exercised, or any Award is settled for cash, the Shares subject to such Awards not delivered as a result thereof shall again be available for Awards under the Plan. If the exercise price of any Option or stock-settled Stock Appreciation Right and/or the tax obligations relating to any Award are satisfied by delivering Shares (either actually or through attestation) or withholding Shares relating to such Award, the gross number of Shares subject to the Award shall nonetheless be deemed to have been issued for purposes of the first sentence of Section 3(a).(c) Adjustment Provisions.(i) In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Company’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options, (C) the number and kind of Shares or other securities subject to outstanding Awards, and (D) the exercise price of outstanding Awards. In addition, such adjustments may also include (1) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the intrinsic value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which stockholders of the Company receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (2) the substitution of other property (including cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (3) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division124 2022 UNUM PROXY STATEMENTAPPENDIX Afollowing such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities).(ii) In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of the Company, or a Disaffiliation, separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Company’s stockholders, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the maximum number of Shares that may be issued pursuant to Options intended to be Incentive Stock Options, (C) the number and kind of Shares or other securities subject to outstanding Awards, and (D) the exercise price of outstanding Awards.(d) Section 409A. Notwithstanding the foregoing: (i) any adjustments made pursuant to Section 3(c) to Awards that are considered “deferred compensation” within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; and (ii) any adjustments made pursuant to Section 3(c) to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustments, either (A) the Awards continue not to be subject to Section 409A of the Code or (B) there does not result in the imposition of any penalty taxes under Section 409A of the Code in respect of such Awards.Section 4. Eligibility(a) Awards may be granted under the Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Company and any subsidiary corporation or parent corporation of the Company (within the meaning of Section 424(e-f) of the Code).(b) The aggregate dollar value of equity-based (based on the grant date fair value of equity-based Awards) and cash compensation granted under the Plan or otherwise during any calendar year to any non-employee director of the Company shall not exceed $500,000; provided, however, that in the calendar year in which a non-employee director first joins the Board or in any calendar year in which a non-employee director is designated as Board Chairman or Lead Independent Director, the maximum aggregate dollar value of equity-based and cash compensation granted to such non-employee director may be up to 200% of the foregoing limit.Section 5. Options and Stock Appreciation Rights(a) Types of Options. Options may be of two types: Incentive Stock Options and Nonqualified Options. The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option.(b) Types and Nature of Stock Appreciation Rights. Stock Appreciation Rights may be “Tandem SARs,” which are granted in conjunction with an Option, or “Free-Standing SARs,” which are not granted in conjunction with an Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Shares or both, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right.(c) Tandem SARs. A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Option is exercisable in accordance with the provisions of this Section 5, and shall have the same exercise price as the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Option, and the related Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR.2022 UNUM PROXY STATEMENT 125APPENDIX A(d) Exercise Price. The exercise price per Share subject to an Option or Free-Standing SAR shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date. In no event may any Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(c), to decrease the exercise price thereof, be canceled in conjunction with the grant of any new Option or Free-Standing SAR with a lower exercise price, or be canceled in exchange for any payment of cash or other property, in each case at a time when the exercise price per Share subject to the Option or Free-Standing SAR is less than the Fair Market Value of a Share, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Option or Free-Standing SAR, unless such amendment, cancellation, or action is approved by the Company’s stockholders.(e) Term. The Term of each Option and each Free-Standing SAR shall be fixed by the Committee, but shall not exceed ten years from the Grant Date.(f) Vesting and Exercisability. Except as otherwise provided herein, Options and Free-Standing SARs shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee.(g) Method of Exercise. Subject to the provisions of this Section 5, Options and Free-Standing SARs may be exercised, in whole or in part, at any time during the applicable term by giving written notice of exercise to the Company in the form determined by the Company specifying the number of shares of Common Stock as to which the Option or Free-Standing SAR is being exercised. In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the purchase price (which shall equal the product of such number of shares multiplied by the applicable exercise price) by certified or bank check or such other instrument as the Company may accept or, if approved by the Committee, payment, in full or in part, may also be made as follows:(i) Payments may be made in the form of unrestricted shares of Common Stock (by delivery of such shares or by attestation) of the same class as the Common Stock subject to the Option already owned by the Participant (based on the Fair Market Value of the Common Stock on the date the Option is exercised).(ii) To the extent permitted by applicable law, payment may be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds necessary to pay the purchase price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms.(iii) Payment may be made by instructing the Company to withhold a number of shares of Common Stock having a Fair Market Value (based on the Fair Market Value of the Common Stock on the date the applicable Option is exercised) equal to the product of (A) the exercise price multiplied by (B) the number of shares of Common Stock in respect of which the Option shall have been exercised.(h) Delivery; Rights of Stockholders. No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to the Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares and the right to receive dividends) only when the Participant becomes the beneficial or record holder of such Shares.(i) Nontransferability of Options and Stock Appreciation Rights. No Option or Free-Standing SAR shall be transferable by a Participant other than, for no value or consideration, (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option or Free-Standing SAR, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Participant’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise (for purposes of this Plan, unless126 2022 UNUM PROXY STATEMENTAPPENDIX Aotherwise determined by the Committee, “family member” shall have the meaning given to such term in the General Instructions to Form S-8 under the Act). A Tandem SAR shall be transferable only with the related Option as permitted by the preceding sentence. Any Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or any person to whom such Option or Stock Appreciation Right is permissibly transferred pursuant to this Section 5(i), it being understood that the term “Participant” includes such guardian, legal representative and other transferee; provided, however, that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Participant.(j) Termination of Employment. A Participant’s Options and Stock Appreciation Rights shall be forfeited upon his or her Termination of Employment, except as set forth below:(i) Upon a Participant’s Termination of Employment for any reason other than death, Disability, Retirement or Cause, any Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the 90th day following such Termination of Employment and (B) expiration of the Term thereof.(ii) Upon a Participant’s Termination of Employment by reason of the Participant’s death, any Option or Stock Appreciation Right held by the Participant shall vest and be exercisable at any time until the earlier of (A) the third anniversary of the date of such death and (B) the expiration of the Term thereof.(iii) Upon a Participant’s Termination of Employment by reason of Disability, any Option or Stock Appreciation Right held by the Participant shall vest and be exercisable at any time until (A) in the case of Nonqualified Options and Stock Appreciation Rights, the expiration of the Term thereof, and (B) in the case of Incentive Stock Options, the earlier of (x) the first anniversary of the date of such Termination of Employment and (y) the expiration of the Term thereof.(iv) Upon a Participant’s Termination of Employment by reason of Retirement, any Option or Stock Appreciation Right held by the Participant shall vest and be exercisable at any time until the earlier of (A) in the case of Nonqualified Options and Stock Appreciation Rights, (x) the fifth anniversary of such Termination of Employment and (y) the expiration of the Term thereof, and (B) in the case of Incentive Stock Options, (x) the 90th day following such Termination of Employment and (y) the expiration of the Term thereof.(k) Notwithstanding the foregoing, the Committee shall have the power, in its discretion, to apply different rules concerning the consequences of a Termination of Employment, provided, that if such rules are less favorable to the Participant than those set forth above, such rules are set forth in the applicable Award Agreement.Section 6. Restricted Stock(a) Nature of Awards and Certificates. Shares of Restricted Stock are actual Shares issued to a Participant and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of the applicable Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Unum Group 2022 Stock Incentive Plan and an Award Agreement. Copies of such Plan and Award Agreement are on file at the offices of Unum Group, 1 Fountain Square, Chattanooga, Tennessee 37402.”The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award.2022 UNUM PROXY STATEMENT 127APPENDIX A(b) Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions:(i) The Committee shall, prior to or at the time of grant, condition the vesting of an Award of Restricted Stock upon the attainment of Performance Goals and/or the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including any applicable Performance Goals) need not be the same with respect to each recipient.(ii) Subject to the provisions of the Plan and the applicable Award Agreement, during the Restriction Period, and until the expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock.(iii) Except as provided in this Section 6 and in the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any cash dividends. Notwithstanding the foregoing, subject to Section 14(e), (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock Award shall either be automatically deferred and reinvested in additional Restricted Stock or accrued in a bookkeeping account in the applicable Participant’s name, and held subject to the vesting of the underlying Restricted Stock, and (B) subject to any adjustment pursuant to Section 3(c), dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock.(iv) If and when any applicable Performance Goals are satisfied and the Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock for which legended certificates have been issued, unlegended certificates for such Shares shall be delivered to the Participant upon surrender of the legended certificates.Section 7. Restricted Stock Units(a) Nature of Awards. Restricted stock units and deferred share rights (together, “Restricted Stock Units”) are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, in an amount in cash, Shares, or both, based upon the Fair Market Value of a specified number of Shares.(b) Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions:(i) The Committee shall, prior to or at the time of grant, condition the vesting of Restricted Stock Units upon the attainment of Performance Goals and/or the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Units (including any applicable Performance Goals) need not be the same with respect to each recipient. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest, at a later time specified by the Committee or in the applicable Award Agreement, or, if the Committee so permits, in accordance with an election of the Participant.(ii) Subject to the provisions of the Plan and the applicable Award Agreement, during the Restriction Period, and until the expiration of the Restriction Period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units.(iii) The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive payments of cash, Common Stock or other property corresponding to the dividends payable on the Common Stock in which Restricted Stock Units are denominated (subject to Section 14(e) below); provided that such payments of cash, Common Stock or other property shall not be paid or distributed to the applicable Participant unless and until, and only to the extent that, the underlying Restricted Stock Units actually vest.128 2022 UNUM PROXY STATEMENTAPPENDIX ASection 8. Performance UnitsPerformance Units may be granted to Eligible Individuals, for no cash consideration or for such minimum consideration as may be required by applicable law, either alone or in addition to other Awards granted under the Plan. The Performance Goals to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Unit. The conditions for grant or vesting and the other provisions of Performance Units (including any applicable Performance Goals) need not be the same with respect to each recipient. Performance Units may be paid in cash, Shares, other property or any combination thereof, in the sole discretion of the Committee as set forth in the applicable Award Agreement.Section 9. Other Stock-Based AwardsOther Stock-Based Awards may be granted under the Plan, provided that any Other Stock-Based Awards that are Awards of Common Stock that are unrestricted shall only be granted in lieu of other compensation due and payable to the Participant.Section 10. Change in Control Provisions(a) General. The provisions of this Section 10 shall, subject to Section 3(c) and Section 10(e), apply notwithstanding any other provision of the Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement.(b) Impact of Change in Control. Upon the occurrence of a Change in Control, unless otherwise provided in the applicable Award Agreement: (i) all then-outstanding Options and Stock Appreciation Rights shall become fully vested and exercisable, and all other time-based Awards (other than performance-based Awards) shall vest in full, be free of restrictions, and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 10(c) (any such Award meeting the requirements of Section 10(c), a “Replacement Award”) is provided to the Participant pursuant to Section 3(c) to replace such Award (any Award intended to be replaced by a Replacement Award, a “Replaced Award”), and (ii) any performance-based Award that is not replaced by a Replacement Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (A) the applicable target level and (B) the level of achievement of the Performance Goals for the Award as determined by the Committee not later than the date of the Change in Control, taking into account performance through the latest date preceding the Change in Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable Performance Period)), in either case multiplied by a fraction, the numerator of which is the number of days during the applicable Performance Period before the date of the Change in Control, and the denominator of which is the total number of days in the applicable Performance Period; provided, however, that such fraction shall be equal to one in the event that the applicable Performance Goals in respect of such performance-based Awards have been fully achieved as of the date of such Change in Control.(c) Replacement Awards. An Award shall meet the conditions of this Section 10(c) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award; (ii) it has a value equal to the value of the Replaced Award as of the date of the Change in Control; (iii) if the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of the Company or the entity surviving the Company following the Change in Control; (iv) it contains terms relating to vesting and forfeiture (including with respect to a Termination of Employment) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change in Control) as of the date of the Change in Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of an assumption or continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change in2022 UNUM PROXY STATEMENT 129APPENDIX AControl. The determination whether the conditions of this Section 10(c) are satisfied shall be made by the Committee, as constituted immediately before the Change in Control, in its sole discretion.(d) Termination of Employment. Upon a Termination of Employment of a Participant occurring upon or during the two years immediately following the date of a Change in Control by reason of death, Disability or Retirement, by the Company without Cause, or by the Participant for Good Reason, (i) all Replacement Awards held by such Participant shall vest in full, be free of restrictions, and be deemed to be earned in an amount equal to the full value of such Replacement Award, and (ii) unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of the Plan to the contrary, any Option or Stock Appreciation Right held by the Participant as of the date of the Change in Control that remains outstanding as of the date of such Termination of Employment may thereafter be exercised, until (A) in the case of Incentive Stock Options, the last date on which such Incentive Stock Options would be exercisable in the absence of this Section 10(d), and (B) in the case of Nonqualified Options and Stock Appreciation Rights, the later of (x) the last date on which such Nonqualified Option or Stock Appreciation Right would be exercisable in the absence of this Section 10(d) and (y) the earlier of (1) the third anniversary of such Change in Control and (2) the expiration of the Term of such Nonqualified Option or Stock Appreciation Right.(e) Notwithstanding the foregoing, if any Award is subject to Section 409A of the Code, this Section 10 shall be applicable only to the extent specifically provided in the Award Agreement and permitted pursuant to Section 11(b). Nothing in this Section 10 shall preclude the Company from settling upon a Change in Control an Award if it is not replaced by a Replacement Award, to the extent effectuated in accordance with Treas. Reg. § 1.409A-3(j)(4)(ix).Section 11. Section 16(b); Section 409A(a) The provisions of this Plan are intended to allow any transaction under the Plan that is or may be subject to (and not exempt from) the short-swing recovery rules of Section 16(b) of the Exchange Act to qualify for the exemptions provided under rules promulgated under Section 16 of the Exchange Act.(b) The Plan is intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that the Plan be administered in all respects in accordance with Section 409A of the Code. Each payment under any Award shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award. Notwithstanding any provision of the Plan or any Award Agreement to the contrary, in the event that a Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company), amounts that constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code that would otherwise be payable during the six-month period immediately following a Participant’s “separation from service” within the meaning of Section 409A of the Code (“Separation from Service”) shall instead be paid or provided, without interest, on the first business day after the date that is six months following the Participant’s Separation from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days after the date of the Participant’s death. Notwithstanding the foregoing, the Company, the Board and the Committee shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from, or compliant with, Section 409A of the Code is not so exempt or compliant.Section 12. Term, Amendment and Termination(a) Effectiveness. The Plan was approved by the Board on April 4, 2022, subject to and contingent upon approval by holders of at least a majority of the outstanding Shares. The Plan will be effective as of the date of such approval by the Company’s stockholders (the “Effective Date”).130 2022 UNUM PROXY STATEMENTAPPENDIX A(b) Termination. The Plan will terminate on May 26, 2032. Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan and shall continue to be governed by the provisions of the Plan until full vesting thereof and until all restrictions imposed by the Plan on such Awards have expired or otherwise been removed.(c) Amendment of Plan. The Board or the Committee may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including Section 409A of the Code, Applicable Exchange listing standards or accounting rules. In addition, no amendment shall be made without the approval of the Company’s stockholders:(i) to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange; or(ii) to eliminate the stockholder approval requirements under Section 5(d) of the Plan.(d) Amendment of Awards. Subject to Section 5(d), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without the Participant’s consent, materially impair the rights of any Participant with respect to such Award, provided that no such consent shall be required if the Committee determines in its sole discretion and prior to the date of any Change in Control that such amendment or alteration either (i) is required or advisable in order for the Company, the Plan or the Award to satisfy any law or Applicable Exchange listing standards or to meet the requirements of, or avoid adverse financial accounting consequences under, any accounting standard, or (ii) is not reasonably likely to significantly diminish the benefits provided under such Award, or that any such diminishment has been adequately compensated.Section 13. Unfunded Status of PlanIt is presently intended that the Plan constitute an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Common Stock or make payments; provided, however, that unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan.Section 14. General Provisions(a) Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. Any certificated Shares issued under the Plan may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of the Plan or agreements made pursuant thereto, the Company shall not be required to issue or deliver any Shares under the Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Company under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.(b) Additional Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees.(c) No Contract of Employment. The Plan shall not constitute a contract of employment, and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way2022 UNUM PROXY STATEMENT 131APPENDIX Awith the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time.(d) Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Company, withholding obligations may be settled with a number of shares of Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding (or, to the extent determined by the Company, on the immediately preceding trading date) that is no greater than the maximum amount permitted to be withheld for tax purposes (rounded up to the nearest Share), all in accordance with such procedures as the Committee establishes. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.(e) Limitation on Dividends and Dividend Equivalents. Subject to the provisions of this Plan and any Award Agreement, the recipient of an Award (other than an Option or Stock Appreciation Right) may be entitled to receive dividends or dividend equivalents, with respect to the number of Shares covered by the Award, if and as determined by the Committee, in its sole discretion. The Committee may provide that such dividends or dividend equivalents (if any) shall be accrued in cash or, to the extent that sufficient Shares remain available under Section 3(a), reinvested in additional Shares of Restricted Stock or Restricted Stock Units that are subject to the same terms of the Award to which such dividends or dividend equivalents relate. The Committee may provide that dividend equivalents accruing on any award outstanding under any of the Company’s prior equity compensation plans may be settled in Shares available under Section 3(a). Notwithstanding anything to the contrary contained herein, with respect to any Award that is subject to Performance Goals and/or vesting conditions (or any such award referred to in the prior sentence of this Section 14(e)), dividends or dividend equivalents shall only be paid or settled if and to the extent that the Performance Goals and any vesting conditions associated with such underlying Award are satisfied.(f) Designation of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such Participant, after such Participant’s death, may be exercised. In the absence of a valid beneficiary designation, the Participant’s estate shall be the Participant’s beneficiary.(g) Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled should revert to the Company.(h) Governing Law. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.(i) Interpretation. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. Words in the masculine gender shall include the feminine gender, and where appropriate, the plural shall include the singular and the singular shall include the plural. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-132 2022 UNUM PROXY STATEMENTAPPENDIX Alimiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. References herein to any agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and not prohibited by the Plan.(j) Non-Transferability. Except as otherwise provided in Section 5(i) or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution. For the avoidance of doubt, no Award may be transferred to a third-party financial institution for value.(k) Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan, and, in furtherance of such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisable to comply with such legal or regulatory provisions. As of the Effective Date, the Committee has adopted the Unum Group 2022 Stock Incentive Plan Sub-Plan for U.K. and Republic of Ireland.(l) Deferrals. The Committee shall be authorized to establish procedures pursuant to which the payment of any Award may be deferred. Notwithstanding the foregoing, and the Committee shall not take or omit to take any action that would result in the imposition of penalty taxes under Section 409A of the Code.(m) Clawback. Notwithstanding any other provision herein to the contrary, any performance-based compensation, or any other amount, paid to a Participant pursuant to an Award, which is subject to recovery under any law, government regulation, stock exchange listing requirement, or any policy adopted by the Company will be subject to such deductions and clawback as may be required to be made pursuant to such law, government regulation, stock exchange listing requirement, or policy adopted by the Company. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or be deemed a “constructive termination” (or any similar term) as such terms are used in any agreement between any Participant and the Company.(n) Restrictive Covenant Agreements. Notwithstanding any other provision herein to the contrary, to the fullest extent permitted by applicable law, the right to receive and retain any benefit under an Award shall be conditioned upon the Participant’s execution of and compliance with any non-competition, non-solicitation, non-disparagement or confidentiality covenants included in any applicable Award Agreement or in any form provided by the Company. The foregoing requirement may be expressly waived by the Committee in an Award Agreement or otherwise in a writing signed by a representative or delegate of the Committee.(o) Disclosures. Nothing in this Plan, any Award Agreement or any restrictive covenant agreement referenced in Section 14(n) hereof shall be construed to restrict a Participant’s ability to make a confidential disclosure of any trade secret or other confidential information to a government official or an attorney for the sole purpose of reporting or assisting in the investigation of a suspected violation of law, and no Participant shall be held liable under this Plan, any Award Agreement or any such restrictive covenant agreement or under any federal or state trade secret law for any such disclosure. 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.”2022 UNUM PROXY STATEMENT 133APPENDIX BThe following is a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures as presented in this proxy statement. After-Tax Adjusted Operating Income
(Loss) Average Allocated Equity(1) Adjusted Operating
Return on EquityYear Ended December 31, 2021 Unum US $ 367.8 $ 4,500.0 8.2 % Unum International 84.1 806.1 10.4 % Colonial Life 259.9 1,580.3 16.4 % Core Operating Segments 711.8 6,886.4 10.3 % Closed Block 248.6 4,208.6 Corporate (69.7 ) (1,046.0 ) Total $ 890.7 $ 10,049.0 8.9 % 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 % Year Ended December 31, 2019 Unum US $ 816.3 $ 4,526.6 18.0 % Unum International 88.4 757.9 11.7 % Colonial Life 272.7 1,558.6 17.5 % Core Operating Segments 1,177.4 6,843.1 17.2 % Closed Block 104.4 3,842.2 Corporate (141.2 ) (1,764.5 ) Total $ 1,140.6 $ 8,920.8 12.8 % (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 (FASB) update for which the beginning balances of 2020 and 2019 for certain stockholders' equity line items were adjusted, we are computing the average allocated equity for 2020 and 2019 using internally allocated equity that reflects the adjusted beginning balances at January 1, 2020 and 2019, respectively. As a result, average equity for the years ended December 31, 2020 and 2019 for certain of our segments will not compute using the historical allocated equity at December 31, 2019 and 2018, respectively.134 2022 UNUM PROXY STATEMENT2022 2021 2020 (in millions) per share * (in millions) per share * (in millions) per share * Net Income $ 1,314.2 $ 6.50 $ 824.2 $ 4.02 $ 793.0 $ 3.89 Excluding: Net Investment Gains and Losses Net Realized Investment Gain Related to Reinsurance Transaction (net of tax expense of $—; $14.2; $273.5) — — 53.4 0.26 1,028.8 5.05 Net Investment Gain (Loss), Other (net of tax expense (benefit) of $(3.5); $1.9; $(20.9)) (12.2) (0.07) 7.2 0.03 (82.3) (0.40) Total Net Investment Gain (Loss) (12.2) (0.07) 60.6 0.29 946.5 4.65 Items Related to Closed Block Individual Disability Reinsurance Transaction Change in Benefit Reserves and Transaction Costs (net of tax benefit of $—; $29.2; $274.2) — — (110.1) (0.53) (1,031.3) (5.06) Amortization of the Cost of Reinsurance (net of tax benefit of $13.4; $16.8; $0.6) (50.4) (0.25) (62.3) (0.31) (2.0) (0.01) Net Tax Benefits of Reinsurance Transaction — — — — 36.5 0.18 Total Items Related to Closed Block Individual Disability Reinsurance Transaction (50.4) (0.25) (172.4) (0.84) (996.8) (4.89) Net Reserve Change Related to Reserve Assumption Updates (net of tax expense (benefit) of $32.5; $38.1; $(35.5)) 122.5 0.61 143.3 0.70 (133.5) (0.66) Impairment Loss on Internal-Use Software (net of tax benefit of $—; $2.5; $—) — — (9.6) (0.05) — — Costs Related to Early Retirement of Debt (net of tax benefit of $—; $14.1; $—) — — (53.2) (0.26) — — Impairment Loss on ROU Asset (net of tax benefit of $—; $2.9; $2.7) — — (11.0) (0.05) (10.0) (0.05) Impact of U.K. Tax Rate Increase — — (24.2) (0.12) — — Costs Related to Organizational Design Update (net of tax benefit of $—; $—; $4.7) — — — — (18.6) (0.09) After-tax Adjusted Operating Income $ 1,254.3 $ 6.21 $ 890.7 $ 4.35 $ 1,005.4 $ 4.93 APPENDIX B 12/31/2021 12/31/2020 12/31/2019 12/31/2018 Total Stockholders' Equity $ 11,416.4 $ 10,871.0 $ 9,965.0 $ 8,621.8 Excluding: Net Unrealized Gain (Loss) on Securities 962.2 1,067.7 615.9 (312.4 ) Net Gain on Hedges 61.8 97.8 187.8 250.6 Total Adjusted Stockholders' Equity $ 10,392.4 $ 9,705.5 $ 9,161.3 $ 8,683.6 Twelve Months Ended 12/31/2021 12/31/2020 12/31/2019 Average Adjusted Stockholders' Equity $ 10,049.0 $ 9,424.0 $ 8,920.8 2021 (in millions) per share * Net Income $ 824.2 $ 4.02 Excluding: Net Investment Gains and Losses Net Realized Investment Gain Related to Reinsurance Transaction (net of tax expense of $14.2) 53.4 0.26 Net Investment Gain, Other (net of tax expense of $1.9) 7.2 0.03 Total Net Investment Gain 60.6 0.29 Items Related to Closed Block Individual Disability Reinsurance Transaction Change in Benefit Reserves and Transaction Costs (net of tax benefit of $29.2) (110.1 ) (0.53 ) Amortization of the Cost of Reinsurance (net of tax benefit of $16.8) (62.3 ) (0.31 ) Total Items Related to Closed Block Individual Disability Reinsurance Transaction (172.4 ) (0.84 ) Net Reserve Change Related to Reserve Assumption Updates (net of tax expense of $38.1) 143.3 0.70 Impairment Loss on Internal-Use Software (net of tax benefit of $2.5) (9.6 ) (0.05 ) Costs Related to Early Retirement of Debt (net of tax benefit of $14.1) (53.2 ) (0.26 ) Impairment Loss on ROU Asset (net of tax benefit of $2.9) (11.0 ) (0.05 ) Impact of U.K. Tax Rate Increase (24.2 ) (0.12 ) After-tax Adjusted Operating Income $ 890.7 $ 4.35 20222023 UNUM GROUP PROXY STATEMENT 135| 116After-Tax Adjusted Operating Income (Loss) Average Allocated Equity(1)Adjusted OperatingReturn on EquityYear Ended December 31, 2022 Unum US $ 767.2 $ 4,706.9 16.3 % Unum International 156.7 772.7 20.3 % Colonial Life 295.7 1,549.1 19.1 % Core Operating Segments 1,219.6 7,028.7 17.4 % Closed Block 190.9 4,762.6 Corporate (156.2) (979.6) Total $ 1,254.3 $ 10,811.7 11.6 % Year Ended December 31, 2021 Unum US $ 367.8 $ 4,500.0 8.2 % Unum International 84.1 806.1 10.4 % Colonial Life 259.9 1,580.3 16.4 % Core Operating Segments 711.8 6,886.4 10.3 % Closed Block 248.6 4,208.6 Corporate (69.7) (1,046.0) Total $ 890.7 $ 10,049.0 8.9 % 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 (loss) on hedges and is calculated using the stockholders' equity balances presented on the next page. Due to the implementation of Contentsa Financial Accounting Standards Board (FASB) update for which the beginning balances of 2020 for certain stockholders' equity line items were adjusted, we are computing the average allocated equity for 2020 using internally allocated equity that reflects the adjusted beginning balances at January 1, 2020. As a result, average equity for the year ended December 31, 2020 for certain of our segments will not compute using the historical allocated equity at December 31, 2019.APPENDIX B 2020 2019 (in millions) per share * (in millions) per share * Net Income $ 793.0 $ 3.89 $ 1,100.3 $ 5.24 Excluding: Net 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 Investment Loss, Other (net of tax benefit of $20.9; $4.5) (82.3 ) (0.40 ) (18.7 ) (0.09 ) Total Net Investment Gain (Loss) 946.5 4.65 (18.7 ) (0.09 ) 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 ) — — Net Reserve Change Related to Reserve Assumption Updates (net of tax benefit of $35.5; $—) (133.5 ) (0.66 ) — — 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 ) Costs Related to Early Retirement of Debt (net of tax benefit of $—; $5.7) — — (21.6 ) (0.11 ) After-tax Adjusted Operating Income $ 1,005.4 $ 4.93 $ 1,140.6 $ 5.44 *Assuming Dilution 12/31/2021 (in millions) per share Total Stockholders' Equity (Book Value) $ 11,416.4 $ 56.37 Excluding: Net Unrealized Gain on Securities 962.2 4.75 Net Gain on Hedges 61.8 0.30 Subtotal 10,392.4 51.32 Excluding: Foreign Currency Translation Adjustment (273.9 ) (1.35 ) Subtotal 10,666.3 52.67 Excluding: Unrecognized Pension and Postretirement Benefit Costs (396.0 ) (1.96 ) Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income $ 11,062.3 $ 54.63 136 20222023 UNUM PROXY STATEMENTAPPENDIX B 12/31/2020 12/31/2019 12/31/2018 (in millions) per share (in millions) per share (in millions) per share Total Stockholders' Equity (Book Value) $ 10,871.0 $ 53.37 $ 9,965.0 $ 49.10 $ 8,621.8 $ 40.19 Excluding: Net Unrealized Gain (Loss) on Securities 1,067.7 5.24 615.9 3.03 (312.4 ) (1.46 ) Net Gain on Hedges 97.8 0.48 187.8 0.93 250.6 1.17 Subtotal 9,705.5 47.65 9,161.3 45.14 8,683.6 40.48 Excluding: Foreign Currency Translation Adjustment (261.3 ) (1.28 ) (281.6 ) (1.39 ) (305.2 ) (1.42 ) Subtotal 9,966.8 48.93 9,442.9 46.53 8,988.8 41.90 Excluding: Unrecognized Pension and Postretirement Benefit Costs (530.0 ) (2.61 ) (484.8 ) (2.39 ) (447.2 ) (2.08 ) Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income $ 10,496.8 $ 51.54 $ 9,927.7 $ 48.92 $ 9,436.0 $ 43.98 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 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 $ 9,447.4 $ 42.45 $ 9,019.0 $ 39.24 $ 8,647.8 $ 35.90 2022 UNUMGROUP PROXY STATEMENT 137| 117
12/31/2022 12/31/2021 12/31/2020 12/31/2019 Total Stockholders' Equity $ 9,197.5 $ 11,416.4 $ 10,871.0 $ 9,965.0 Excluding: Net Unrealized Gain (Loss) on Securities (2,023.8) 962.2 1,067.7 615.9 Net Gain (Loss) on Hedges (9.6) 61.8 97.8 187.8 Total Adjusted Stockholders' Equity $ 11,230.9 $ 10,392.4 $ 9,705.5 $ 9,161.3 Twelve Months Ended 12/31/2022 12/31/2021 12/31/2020 Average Adjusted Stockholders' Equity $ 10,811.7 $ 10,049.0 $ 9,424.0 12/31/2022 12/31/2021 (in millions) per share (in millions) per share Total Stockholders' Equity (Book Value) $ 9,197.5 $ 46.51 $ 11,416.4 $ 56.37 Excluding: Net Unrealized Gain (Loss) on Securities (2,023.8) (10.23) 962.2 4.75 Net Gain (Loss) on Hedges (9.6) (0.05) 61.8 0.30 Subtotal 11,230.9 56.79 10,392.4 51.32 Excluding: Foreign Currency Translation Adjustment (389.1) (1.97) (273.9) (1.35) Subtotal 11,620.0 58.76 10,666.3 52.67 Excluding: Unrecognized Pension and Postretirement Benefit Costs (334.1) (1.69) (396.0) (1.96) Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income $ 11,954.1 $ 60.45 $ 11,062.3 $ 54.63 2023 UNUM GROUP PROXY STATEMENT | 118 
12/31/2020 12/31/2019 (in millions) per share (in millions) per share Total Stockholders' Equity (Book Value) $ 10,871.0 $ 53.37 $ 9,965.0 $ 49.10 Excluding: Net Unrealized Gain on Securities 1,067.7 5.24 615.9 3.03 Net Gain on Hedges 97.8 0.48 187.8 0.93 Subtotal 9,705.5 47.65 9,161.3 45.14 Excluding: Foreign Currency Translation Adjustment (261.3) (1.28) (281.6) (1.39) Subtotal 9,966.8 48.93 9,442.9 46.53 Excluding: Unrecognized Pension and Postretirement Benefit Costs (530.0) (2.61) (484.8) (2.39) Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income $ 10,496.8 $ 51.54 $ 9,927.7 $ 48.92 12/31/2018 12/31/2017 12/31/2016 (in millions) per share (in millions) per share (in millions) per share Total Stockholders' Equity (Book Value) $ 8,621.8 $ 40.19 $ 9,574.9 $ 43.02 $ 8,968.0 $ 39.02 Excluding: Net Unrealized Gain (Loss) on Securities (312.4) (1.46) 607.8 2.73 440.6 1.92 Net Gain on Hedges 250.6 1.17 282.3 1.27 327.5 1.42 Subtotal 8,683.6 40.48 8,684.8 39.02 8,199.9 35.68 Excluding: Foreign Currency Translation Adjustment (305.2) (1.42) (254.5) (1.15) (354.0) (1.54) Subtotal 8,988.8 41.90 8,939.3 40.17 8,553.9 37.22 Excluding: Unrecognized Pension and Postretirement Benefit Costs (447.2) (2.08) (508.1) (2.28) (465.1) (2.02) Total Stockholders' Equity, Excluding Accumulated Other Comprehensive Income $ 9,436.0 $ 43.98 $ 9,447.4 $ 42.45 $ 9,019.0 $ 39.24 2023 UNUM GROUP PROXY STATEMENT | 119 
