UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
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| ☐ | Filed by a Party other than the Registrant |
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| Preliminary Proxy Statement | ||
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| Definitive Proxy Statement | ||
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Aflac Incorporated
(Name of Registrant as Specified In Its Charter) Notice of 2021 Annual Meeting of Shareholders and Proxy Statement Monday, May Our Long-Term Growth Strategy Annual Meeting of Shareholders You will be able to attend the In addition, any other business properly presented may be acted upon at the meeting and at any adjournments or postponements of the meeting. It is important that you vote your shares. We The accompanying proxy is solicited by the Company’s Board of Directors Your vote is important! Even if you expect to attend the virtual Annual Meeting, please vote in By order of the Board of Directors, J. Matthew Loudermilk Secretary March Columbus, Georgia Letter from the Chairman and Chief Executive Officer March 18, 2021 Dear Fellow Shareholder: When I wrote this letter last year, it would have been very difficult to foresee the gravity of what was soon to unfold for our society and for our company due to COVID-19. 2020 was certainly a year that tested the world, including all of us at Aflac Incorporated. While pandemic conditions are ongoing, I am proud to say that 2020 confirmed what I knew all along: the Company is strong, adaptable and resilient. I want to thank you, our shareholders, as well as our employees and our sales distribution for supporting the people-first initiatives we spearheaded in both the U.S. and Japan in response to the COVID-19 pandemic. In Japan and the U.S., these actions included introducing work-from-home staffing models for our employees to ensure business continuity; expanding COVID-19 coverage and enhancing claims payment protocols to help get funds in the hands of policyholders when they needed us most; expanding premium payment grace periods; interest-free loans; virtual technology initiatives for our sales force; and charitable contributions to help frontline workers. Consistent with our culture and identity as a socially responsible company, and given our remote working conditions, we stepped up our engagement with our employees through virtual town hall meetings and weekly touch-base letters in which we affirmed our commitment to being there for our policyholders, supporting our employees and sales teams personally and professionally, and creating an ongoing dialogue about social justice among other topics. We advanced our Environmental, Social, and Governance (ESG) disclosures with a dedicated report outlining our ESG policies and adoption of a formal reporting framework for going forward. We were pleased to appear on Fortune’s List of World’s Most Admired Companies for the 20th time, ranking in the Life and Health Category at No. 5 for “Long-Term Investment Value” and No. 3 for both “Use of Corporate Assets” and “Global Competitiveness.” Even amid the challenges of the current backdrop, we remain focused on helping to provide protection to our policyholders, growing our business, being a good corporate citizen, and driving shareholder value. In doing so, we’ve gained the trust of more than 50 million people worldwide. Following are some additional highlights that stand out from 2020: GROWTH While sales were impacted considerably in both Japan and the U.S. due to constrained face-to-face opportunities associated with social distancing protocol and the COVID-19 pandemic, we did anything but sit still. We maintained forward motion, accelerating investment in our platforms and technology while continuing strong earnings performance. In 2020, Aflac Incorporated generated $4.8 billion in net earnings, or $6.67 per diluted share, up 44.6% and 50.6% from last year, respectively, and an increase in adjusted earnings per diluted share on a currency-neutral basis of 10.8% to $4.92, driven by a reduction in the tax rate and higher share accretion. Our results are especially meaningful given pandemic conditions, the low-interest-rate environment in Japan, and absorbing our extensive investments in the business to drive future earned premium growth, which will remain a critical strategic focus for 2021. STRATEGIC CAPITAL DEPLOYMENT We place significant importance on continuing to achieve strong capital ratios in the U.S. and Japan on behalf of our policyholders and shareholders. When it comes to capital deployment, we pursue value creation through a balance of actions including growth investments, stable dividend growth, and disciplined, tactical stock repurchase. Accordingly, our Board of Directors increased the cash dividend 3.7% in 2020, marking the 38th consecutive year of dividend increases. We are very proud of and seek to extend this track record, which is supported by the strength of our capital and cash flows and evidenced by the announcement of a 17.9% increase in the quarterly cash dividend effective with the first quarter of 2021. Fortunately, we entered this pandemic in a very strong capital and liquidity position, which allowed us to confidently repurchase $1.5 billion, or 37.9 million of our shares, in 2020, consistent with our tactical Letter from the Chairman and Chief Executive Officer approach. We believe our capital position, by any measure, remains robust given our risk profile, and we continue to have among the highest return on capital and lowest cost of capital in the industry. We place significant importance on continuing to achieve a strong risk-based capital (RBC) and solvency margin ratio (SMR) on behalf of our policyholders and shareholders alike in the U.S. and Japan. Through a combination of dividends and share repurchase, we returned about $2.3 billion to our shareholders in 2020. CORPORATE CULTURE OF DOING THE RIGHT THING – THE AFLAC WAY While this was a year filled with unparalleled challenges, our belief in fostering and welcoming all forms of diversity and viewpoints in our operations remains unchanged throughout our workforce, management team, and in the composition of our Board. Not only is this the right approach to take, but it enhances our ability to respond to all of our constituents and live up to the commitments we make to our customers, to our fellow employees and to all the people who rely on us. At Aflac Incorporated, we have worked to be a good corporate citizen for decades. It’s the right thing to do. We have captured our actions in our Corporate Social Responsibility Report for more than 10 years, and will do so in our integrated Business and Sustainability Report going forward. I don’t think it’s a coincidence that we have achieved success while focusing on doing the right things for our policyholders, shareholders, employees, sales distribution, business partners, and communities. I’m proud of what we have accomplished in terms of both our social purpose and financial results, which have ultimately translated into strong, long-term shareholder return. Doing the right thing is embodied in The Aflac Way, which is woven into the actions of those who represent the Company everywhere. One of the seven commitments of the Aflac Way I referred to in my letter last year was “Treat Everyone with Respect and Care,” and I am proud to say that this commitment was honored time and time again in 2020. This commitment extends to our outreach into the communities in which we do business and operate. This takes shape in various ways within the Aflac family, but most prominently in our dedication to children facing cancer and their families. In addition to marking the 65th year since Aflac Incorporated’s founding and the Aflac Duck’s 20th birthday, 2020 marked the 25th anniversary of our partnership with the Aflac Cancer and Blood Disorders Center of Children’s Healthcare of Atlanta. It also marked the second year in the U.S. and the first full year in Japan of My Special Aflac Duck, our smart comforting companion that helps children feel less alone by using interactive technology during their cancer treatment. In closing, I would like to express my gratitude to you, our shareholders, for putting your faith, confidence, trust, and resources in Aflac Incorporated. As we look ahead, delivering on our promise to be there for all of our constituents—you, our shareholders; our employees and sales force; and our policyholders and customers—will remain our priority because that is not only what sets us apart, it’s just who we are. With these updates as a backdrop, it is my pleasure to invite you to virtually attend the 2021 Annual Meeting of Shareholders on Monday, May 3, 2021, where you can learn more about Aflac Incorporated’s recent business performance and strategy for the future. I encourage you to review the enclosed proxy materials and Annual Report on Form 10-K as well as Aflac Incorporated’s 2020 Business and Sustainability Report, which can be found at esg.aflac.com, to learn more about our company and our latest accomplishments. Then, please vote your shares, even if you plan to attend the virtual Annual Meeting. We want to be sure your shares and your viewpoints are represented. Sincerely, Daniel P. Amos CHAIRMAN AND CHIEF EXECUTIVE OFFICER Letter from the Lead Non-Management Director March 18, 2021 To My Fellow Shareholders: I am privileged to serve as Lead Non-Management Director, working with an esteemed team of Board members who demonstrate expertise and acumen in a broad range of disciplines. In the face of an unimaginable, challenging year, the resolve of this Board was stronger than ever as we leveraged our expertise to oversee Aflac Incorporated’s effective and comprehensive response to the global COVID-19 pandemic. Throughout it all, we worked together as one team, while maintaining corporate governance practices and focusing on our business continuity and strategy. I want to share some of the key areas on which my fellow directors and I have focused this past year. GLOBAL COVID-19 PANDEMIC RESPONSE: ILLUSTRATES THE IMPORTANCE OF A WELL-ROUNDED BOARD Just as we promote diversity within our Company operations, we cultivate diversity and well-rounded expertise within our Board to ensure we have a 360-degree view of our operations. Looking at 2020, the importance and benefit from this approach cannot be overstated. For example, the Aflac Incorporated Board drew upon the experience of all its members, and in particular Dr. Barbara Rimer, dean of the University of North Carolina Gillings School of Global Public Health, whose public health expertise was invaluable in helping guide us through the pandemic. Together, the team worked in lockstep to ensure proper oversight and that management was fully engaged in taking care of employees, policyholders, shareholders, and the community as we navigated the pandemic. Notable action-items include the broad expertise in the medical arena that prompted us to pivot early to remote staffing models; the expertise in IT and cybersecurity that helped accelerate virtual technology and protect sensitive information; and the risk oversight that helped ensure controls were in place. While the number of formally planned meetings remained unchanged, the scope of information and communications increased substantially as the Board moved swiftly to take action during this unprecedented time. STRATEGIC CORPORATE DEVELOPMENT Early in 2020, it became clear that despite the challenges we were facing, it was vital to advance the momentum of our investment in the long-term growth of our Company. This momentum included integrating and building upon our 2019 acquisition of Argus (now Aflac Dental & Vision) for our planned national launch in 2021 as well as the 2020 closing of our acquisition of Zurich North America’s group benefits business. These two acquisitions help secure a more prominent spot when enrolling policyholders, which better positions Aflac U.S. for future success. Also in 2020, weclosed on a distribution alliance and ownership stake with Trupanion in the quickly growing market of pet insurance. COMMITMENT TO SUSTAINABILITY We began establishing, defining, and living Aflac Incorporated’s corporate purpose many years ago, even before this became a topic of interest among our investors. It was first thought of as the way we operate and later as the Aflac Way — guiding principles that exemplifies the compassion, ethics and spirit of the Company. The Aflac Way is an integral part of our corporate social responsibility and sustainability in creating long-term value for shareholders. We have seen moreinterest in Environmental, Social, and Governance (ESG) topics from investors and other stakeholders over the last several years. Consistent with our culture as a socially responsible company, we have advanced our ESG disclosures with a dedicated report outlining our ESG policies and capturing ourefforts through key disclosure frameworks, namely the Sustainability Accounting Standards Board (SASB) and the Task Force on Climate-related Financial Disclosures (TCFD). To be a steward of the planet, we are committing this year to expanding our carbon emissions goal to be net zero, including our Scope 3 emissions, by 2050. This global net-zero climate commitment will demand a comprehensive and transparent approach, and thus we will provide appropriate reporting and hold ourselves accountable along the way. We have enhanced our disclosure in other meaningful ways this past year by posting online our approach to ESG Investing, Tax, Carbon Neutrality, Human Rights, Human Capital Management, Diversity and Inclusion, Supply Chain Approach and Philosophy, Cybersecurity, and Aflac Global Investments ESG Investing. Visit Aflac Incorporated’s ESG site, esg.aflac.com, for these and additional disclosures that are aligned with our spirit of transparency and clarity on where we stand as a Company. Letter from the Lead Non-Management Director We are proud our efforts to increase our transparency and improve our sustainability have received external recognition. The Company was recognized by Ethisphere as one of the World’s Most Ethical Companies for the 15th consecutive year, remaining the only insurance company in the world to receive this honor every year since this award was first introduced in 2007. For the second time, Aflac Incorporated was recognized on Bloomberg’s Gender-Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation, and transparency. RISK OVERSIGHT It is important that our Board maintains its focus on identifying risks that are relevant to both the industry and to the Company. Along with carefully monitoring traditional risks associated with investments and our product risk profile, as well as maintaining strong capital ratios and managing operational risk, the Board has overseen significant advancements in information security. The Board has enhanced our information security policy with the goal of ensuring that the Company’s information assets and data, and the data of its customers, are appropriately protected. As lead director, I will continue engaging our investors, gaining insight into their perspectives, and considering the viewpoints and positions of those who invest in our business. The Board looks forward to continuing its ongoing dialogue with investors and acting upon that feedback, and we thank you for your support and the privilege of representing you and your shares in Aflac Incorporated. With these vital topics in mind, I encourage you to review the accompanying Proxy Statement and associated materials and to vote your shares before our virtual Annual Meeting on May 3, 2021. It is my pleasure, and my privilege, to serve on Aflac Incorporated’s Board, and I look forward, as a fellow shareholder, to the many ways the Company will continue upholding its promises. Sincerely, W. Paul Bowers LEAD NON-MANAGEMENT DIRECTOR This summary highlights information contained elsewhere in this Proxy AGENDA AND VOTING MATTERS Please read the entire Proxy Statement before voting. This Proxy Statement and the accompanying proxy are being delivered to shareholders on or about March 18, 2021. For more complete information regarding the Company’s Proxy Summary BOARD TENURE 2021 Independent Director nominees (10) 7 of 10 Independent Director DIVERSITY OF SKILLS, EXPERIENCE AND ATTRIBUTES 2021 all Director nominees (11) percentage of the votes cast in favor of election of the nominees Corporate Social Responsibility and Sustainability Highlights We are proud of the accolades we have received, a handful of which are listed below, and we invite you to read Aflac Incorporated’s 2020 Business and Sustainability Report, at esg.aflac.com, to learn more about our initiatives. Proxy Summary Executive Compensation Highlights Our executive compensation philosophy is to provide pay that is aligned with the Company’s results. We believe this is the most effective method for creating shareholder value and it has played a significant role in making the Company an industry leader. Our compensation program is designed to align pay and performance and generally targets market median positioning and delivers the majority of direct compensation through performance-based elements. This ensures proper alignment with our shareholders and ties compensation for named executive officers to the Company’s performance. The Company’s executive compensation program reflects our corporate governance best practices principles: The effect of COVID-19 created un-planned volatility in our results for the Aflac U.S. and Aflac Japan segments. In 2020, the Company delivered strong operating results. NET EARNINGS $4.8B (44.6%)▲ EPS ADJUSTED EPS* 50.6%▲ 10.8%▲ RETURN ON EQUITY 15.3%▲ ADJUSTED RETURN ON EQUITY (“AROE”)* 15.0%▲ REPURCHASED SHARES $1.5B CASH DIVIDEND 3.7%▲ 3 YEAR TSR +8.6% Proxy Summary 2020 Executive Compensation We are pleased that, Attending the Virtual Annual Meeting We continue to monitor developments regarding the coronavirus (COVID-19). In the interest of the health and well-being of our shareholders, the Board has made the decision that the Annual Meeting be held solely by means of remote communication. How to Join the Virtual Annual Meeting Shareholders as of the close of business on February 23, 2021 (Record Date) are invited to attend the virtual Annual Meeting at www.virtualshareholdermeeting.com/AFL2021 by entering the 16-digit control number included on their proxy card or notice that they previously received. If you hold your shares in street name and did not receive a 16-digit unique control number with your proxy materials, please contact your bank, broker, or other holder of record as soon as possible to obtain a valid legal proxy and for instructions on how to obtain a control number to be admitted to and to vote at the Annual Meeting. Online access to the webcast will open 15 minutes prior to the designated start time. Shareholders may submit questions in writing through the virtual meeting platform. Those who do not have a control number may attend as guests, but will not be able to vote shares or submit questions during the webcast. While voting during the virtual meeting will be permitted, Aflac Incorporated encourages shareholders to vote in advance of the meeting. Vote BEFORE the meeting: Vote by one of the following methods by 11:59 p.m. Eastern Time on May 2, 2021 for shares held directly and by 11:59 p.m. Eastern Time on April 28, 2021 for shares held in a Plan: Go to www.proxyvote.com, or Call 1-800-690-6903, or Mark, sign and date your proxy card and return it in the postage-paid envelope we previously provided. Vote DURING the meeting: Go to www.virtualshareholdermeeting.com/ AFL2021. Shareholders may attend and vote during the virtual Annual Meeting by following the instructions on the website above. The Company proposes that the following eleven individuals be elected to the Board. These individuals have been nominated by the Board’s Corporate Governance Committee. If elected, they are willing to serve for a one-year term expiring at our 2022 Annual Meeting of Shareholders. Each Director will hold office until his or her successor has been elected and qualified or until the Director’s earlier death, resignation or removal. The people named in the accompanying proxy (or their substitutes) will vote to elect these nominees unless specifically instructed to the contrary. However, if any nominee becomes unable or unwilling to serve or is otherwise unavailable for election, the people named in the proxy (or their substitutes) will have discretionary authority to vote or to refrain from voting on any substitute nominee. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve. All of the nominees are currently members of our Board. We expect all of our Directors to have a demonstrated ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company. As shown below and on the following pages, our nominees have a range of skills and experience in areas that are critical to our industry and our operations. Barbara K. Rimer, DrPH As we navigated pandemic conditions, the Board drew upon the experience of all of its members to ensure that proper oversight was in place and that management was fully engaged in taking care of employees, policyholders, distribution, shareholders, and the community. Just some action-item examples include the broad expertise in the medical arena that prompted us to pivot early to remote staffing models; the expertise in IT and cybersecurity that helped accelerate virtual technology and protect sensitive information; and the risk oversight that helped ensure that controls were in place. The Company had the While the number of formally planned meetings remained unchanged, the scope of information exchanged between the Board and management expanded and communications with Daniel P. Amos CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF AFLAC INCORPORATED Mr. Amos has been Chief Executive Officer of the Company and Aflac since 1990, Chairman since 2001, was President of Aflac from July 2017 to May 2018, and was President of Aflac Incorporated SKILLS AND RECOGNITION Institutional Investor magazine has named Mr. Amos one of America’s Best CEOs in the life insurance category five times.Harvard Business Review has named Mr. Amos among the World’s Best Performing CEOs in each of the past Mr. Amos’ experience and approach deliver insightful expertise and guidance to the Board of Directors on topics relating to corporate governance, people management, and risk management. OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS •Synovus Financial Corp. (2001-2011) •Southern Company (2000-2006) AGE 69 1983 Executive (Chair) W. Paul Bowers CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF GEORGIA POWER CO. Mr. Bowers has been chairman SKILLS AND RECOGNITION Mr. Bowers brings to the Board a valuable and unique perspective from his considerable financial OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS ; Chairman (2017-2019) •Board of Brand Industrial Holding, Inc, (since INDEPENDENT 2013 Corporate Development (Chair) Audit and Corporate Social Responsibility and Sustainability Executive * Financial Expert Corporate Governance Matters Toshihiko Fukuzawa PRESIDENT AND CEO OF CHUO REAL ESTATE CO., LTD Mr. Fukuzawa has been the president and chief executive officer of Chuo Real Estate Co., Ltd., a real estate development and leasing company in Japan, since July 2018. Previously, he was the president and chief executive officer of Yushu Tatemono Co., Ltd. SKILLS AND RECOGNITION Over a 36-year career as a professional banker in Japan, Mr. Fukuzawa Finance and Thomas J. Kenny Mr. Kenny has served as a trustee of TIAA-CREF, SKILLS AND RECOGNITION Mr. Kenny’s extensive experience in investment management and financial markets provides the Board with valuable insight and expertise. OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS (since 2017) •Executive Committee, Chair (since 2017) (since 2011) (since 2018) AGE 57 DIRECTOR SINCE 2015 COMMITTEES Finance and Investment (Chair) Corporate Governance Matters Georgette D. Kiser OPERATING EXECUTIVE, THE CARLYLE GROUP Ms. Kiser is an Operating Executive at The Carlyle Group, a global alternative asset management firm, where she advises Carlyle professionals through the investment process, from sourcing deals, conducting diligence, managing companies and exiting transactions. She also helps set IT strategy for Carlyle Portfolio companies and drives IT / digital diligence and advisory efforts. Ms. Kiser was a managing director and chief information officer at The Carlyle Group, where she was responsible for leading the firm’s global technology and solutions organization from February 2015 until May 2019. In this role, Ms. Kiser developed and drove information technology strategies across the global enterprise, which includes the firm’s application development, data, digital, infrastructure, cybersecurity, and program management and outsourcing activities. Prior to joining The Carlyle Group, Ms. Kiser held positions of increasing responsibility at T. Rowe Price Associates, Inc., also a global alternative asset management firm, from 1996 to 2015, including the role of vice president, Enterprise Solutions and Capabilities within the services and technology organization. SKILLS AND RECOGNITION Throughout Ms. Kiser’s three-plus decade career, she has established extensive experience and success developing and leading talented teams to deliver decision support systems and technical solutions, including cybersecurity, for financial services firms. She has consistently been recognized for bringing credibility to solutions and technical organizations in addition to building strong business partnerships, leveraging human and technical resources, implementing investment and customer management systems, and producing advanced data management solutions. OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS •Jacobs Engineering (since 2019) •Adtalem Global Education (since 2018) •NCR Corporation (since 2020) •YearUp.org (National Capital Region) Board of Trustees (since 2016) •The Boys’ Latin School of Maryland Board of Trustees (since 2009) •Previously served on the Boards of Trustees for the University of Baltimore Foundation, T. Rowe Price Foundation, the University of Baltimore Merrick School of Business Advisory Board, The Maryland Business Roundtable STEMnet board, and the Greater Baltimore Committee Leadership INDEPENDENT AGE 53 DIRECTOR SINCE 2019 COMMITTEES Audit and Risk* Compensation *Financial Expert Karole F. Lloyd CERTIFIED PUBLIC ACCOUNTANT AND RETIRED ERNST & YOUNG LLP AUDIT PARTNER Ms. Lloyd is a certified public accountant and retired as vice chair and regional managing partner for Ernst & Young, LLP (“EY”), a global accounting firm, in December 2016. She brings more than 37 years of work experience and leadership, most recently as part of the SKILLS AND RECOGNITION Ms. Lloyd’s extensive accounting and advisory experience across the financial service industry, combined with her leadership skills and strategic thinking, provide valuable perspective for our Audit and Risk Committee. OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS •The University of Alabama President’s Advisory Council(since 2003) INDEPENDENT AGE 62 DIRECTOR SINCE 2017 COMMITTEES Audit and Risk* (Chair) Executive Finance and Investment * Financial Expert Corporate Governance Matters Nobuchika Mori REPRESENTATIVE DIRECTOR, JAPAN FINANCIAL AND ECONOMIC RESEARCH CO. LTD. Mr. Nobuchika Mori is representative director of the Japan Financial and Economic Research Co. Ltd., a research and consulting firm. In this role, he has been responsible for providing research and consulting services to companies in Japan and abroad since July 2018. He is currently also an adjunct professor and senior research scholar at Columbia University School of International and Public Affairs (since October 2018). From July 2015 until his retirement in July 2018, Mr. Mori served as commissioner of the Financial Services Agency of Japan (the “JFSA”), Japan’s integrated financial regulator. In this role, he led supervision of financial institutions including banks, securities firms and insurance companies, and directed legislative and regulatory planning to ensure financial stability and enhance economic growth in Japan. Before becoming the head of JFSA, he spent more than 30 years in senior positions at JFSA and Japan’s Ministry of Finance (the “MOF”), including JFSA Vice Commissioner for Policy Coordination, Director General for Inspection, and Director General for Supervision (July 2014 to July 2015). He also served in a range of diplomatic posts reflecting his expertise in international financial markets and regulatory standards, including as the Chief Representative in New York for the MOF, Minister of the Embassy of Japan in the United States of America, and as Deputy Treasurer at the Inter-American Development Bank. SKILLS AND RECOGNITION Over a three-plus decade career immersed in Japan’s finance industry as a financial regulator, policymaker, and standard setter in Japan and internationally, Mr. Mori gained extensive specialized economic, policy, and financial regulatory expertise, knowledge and experience. He brings to the Board indispensable, significant insight with respect to the Company’s Japanese business operations from his considerable financial and economic knowledge, international business experience, and regulatory acumen spanning highly regulated industries in Japan and internationally. OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS •Center on Japanese Economy and Business (CJEB) Professional Fellow (since 2018) INDEPENDENT AGE 64 DIRECTOR SINCE 2020 Joseph L. Moskowitz Mr. Moskowitz retired from Primerica, Inc., an insurance and investments company, where he served as executive vice president from 2009 until 2014, leading the Product Economics and Financial Analysis Group. He joined Primerica in 1988, and served in various capacities, including managing the group responsible for financial budgeting, capital management support, earnings analysis, and analyst and stockholder communications support. He served as chief actuary from 1999 to 2004. Before joining Primerica, Mr. Moskowitz was vice president of Sun Life Insurance Company from 1985 to 1988 and was a senior manager at KPMG from 1979 to 1985. SKILLS AND RECOGNITION With forty years of actuarial experience and leadership roles in the financial services industry, Mr. Moskowitz provides insight into the analysis and evaluation of actuarial and financial models, which form the basis of various aspects of corporate planning, financial reporting, and risk assessment, to the Board. OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS COMMITTEES Audit and Risk* Compensation (Chair) Corporate Development Executive * Financial Expert Corporate Governance Matters Barbara K. Rimer, DrPH DEAN AND ALUMNI DISTINGUISHED PROFESSOR, GILLINGS SCHOOL OF GLOBAL PUBLIC HEALTH, UNIVERSITY OF NORTH CAROLINA, CHAPEL HILL Dr. Rimer has been dean of the University of North Carolina Gillings School of Global Public Health since 2005, and alumni distinguished professor since 2003. Previously, she was director of the Division of Cancer Control and Population Sciences at the National Cancer Institute. She is a former director of Cancer Control Research and professor of community and family medicine at the Duke University School of Medicine. She was elected to the Institute of Medicine in 2008. SKILLS AND RECOGNITION At the Gillings School of Public Health, Dr. Rimer works to improve public health, promote individual well-being, and eliminate health inequities across North Carolina and around the world. In 2012, Dr. Rimer was appointed Chairman of the President’s Cancer Panel and OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS •Elected to Institute of Medicine (2008) •Awarded the American Cancer Society Medal of Honor (2013) •University of North Carolina at Chapel Hill General Alumni Association’s Faculty Service Award (2020) INDEPENDENT AGE DIRECTOR SINCE COMMITTEES Corporate Social Responsibility and Sustainability (Chair) Corporate Governance Katherine T. Rohrer Dr. Rohrer is vice provost emeritus, SKILLS AND RECOGNITION With more than 30 years as a university leader, Dr. Rohrer brings a wealth of experience highlighted by a commitment to academic rigor and financial management. Her operational expertise OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS •Academic Affairs •Executive Committee •Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now “Arm in Arm”); and Dryden Ensemble. COMMITTEES Compensation Corporate Governance Corporate Governance Matters Melvin T. Stith DEAN EMERITUS OF THE MARTIN J. WHITMAN SCHOOL OF MANAGEMENT AT SYRACUSE UNIVERSITY Dr. Stith is SKILLS AND RECOGNITION Dr. Stith’s financial acumen and his leadership skills in OTHER BOARD OR LEADERSHIP POSITIONS, PROFESSIONAL MEMBERSHIPS OR AWARDS 74 DIRECTOR SINCE 2012 COMMITTEES Corporate Governance (Chair) Board Succession Planning and Refreshment Process Our Board believes it is appropriate to maintain a diverse balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas. Our regular self-evaluation process ensures we maintain a cohesive, diverse, and well-constituted board of high integrity that exemplifies the right balance of perspectives, experience, independence, skill sets, and subject matter experts required for prudent oversight. Over the last five years, we have added five new directors as we make it a priority to identify candidates with the skills needed to ensure effective oversight. Corporate Governance Matters Our Corporate Governance Committee is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service as a Director. The Committee may identify potential candidates from three sources: • suggestions from current Directors and executive officers; • firms that specialize in identifying director candidates; and/or • as The Committee believes that, at a minimum, nominees for Director • a demonstrated ability to make a meaningful contribution to the Board’s oversight of the • an impeccable record and reputation for honest and ethical conduct in both professional and personal activities. Once the Committee identifies one or more potential nominees, its members: • request further information for those potential nominees willing to be considered for a Board seat; • conduct one or more interviews with each prospective nominee; and • may contact references provided by This process enables the Corporate Governance Committee to compare the accomplishments and qualifications of Corporate Governance Matters Consideration of Director Candidate from Shareholders The Corporate Governance Committee will consider Director candidates recommended by shareholders. As with any prospective nominee, the Corporate Governance Committee will evaluate shareholder-nominated candidates in light of the needs of the Board and the qualifications of the particular individuals. In addition, the Corporate Governance Committee may consider the number of shares held by the recommending shareholder and the length of time such shares have been held. To recommend a candidate for the Board, a shareholder must submit the recommendation in writing, including: (i) the name of the shareholder and evidence of the person’s ownership of common stock of the Company (“Common Stock”), including the number of shares owned and the length of time of ownership; and (ii) the name of the candidate, the candidate’s resume or qualifications to be a Director, and the candidate’s consent to be named as a Director if nominated by the Board. The shareholder recommendation and information described above generally must be received by the Corporate Secretary not less than 90 nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. However, if the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the shareholder, to be timely, must be received no later than the close of business on the tenth day following the day on which notice of the date of the annual meeting was mailed or public disclosure of that date was made, whichever occurs first. Shareholder recommendations and accompanying information should be sent to the Corporate Secretary at Aflac Incorporated as described at the end of this Proxy Statement under the heading “Other Proposals or Director Nominations to be Brought Before our 2022 Annual Meeting.” Our proxy access bylaw permits a shareholder (or group of up to twenty shareholders) owning shares of our outstanding Common Stock representing at least 3% of the votes entitled to be cast on the election of Directors to nominate and include in our proxy materials Director candidates constituting up to 20% of the Board. The nominating shareholder or group of shareholders must have owned their shares continuously for at least three years, and the nominating shareholder(s) and nominee(s) must satisfy other requirements specified in our Bylaws. The effectiveness of our Board is of the utmost importance. The Board recognizes that we live in a dynamic world that requires regular self-evaluation to ensure that we have the best skill set and experience to serve the Company and that the Board is fulfilling its responsibilities. Corporate Governance Matters AGENDA TOPICS DISCUSSED • Meetings and materials • Quality of director participation • Fulfillment of charter responsibilities In addition to the formal self-evaluation process, the Non-employee Directors regularly meet in executive session, during which the Board’s performance and oversight responsibilities are frequently discussed. The Board annually assesses the independence of each Director and Director nominee. Daniel P. Amos is an employee of the Company. The Board has determined that all of the other Director and Director nominees are “independent” under New York Stock Exchange (“NYSE”) listing standards. None of the independent nominees has a material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. The Board made its determination based on information furnished by all Directors regarding their relationships with the Company and research conducted by management. Independent Director Tenure Mix Corporate Governance Matters If the Chairman and Chief Executive Officer roles are filled by the same person, or if the Chairman is not independent, the Board believes that an independent Director should be appointed to serve as the Lead Non-Management Director. The Lead Non-Management Director is elected annually by the Board (effective at the first Board of Director’s meeting following the Annual Meeting of Shareholders) based upon a recommendation by the Corporate Governance Committee. Although subject to an annual election, the Lead Non-Management Director is generally expected to serve for more than one year, but no more than four years. W. Paul Bowers The Corporate Governance Committee has nominated Mr. Bowers to serve as Lead Non-Management Director, a position he has held since May 2019. Mr. Bowers’ experience at Southern Company, particularly his strong leadership and operational background, make him well-suited to serve as our Lead Non-Management Director. He has also served as Chair of the Corporate Development Committee and is a member of the Audit and Risk, Corporate Social Responsibility and Sustainability and Executive Committees. The Board believes its existing corporate governance practices achieve independent oversight and management accountability. These governance practices are reflected in the Company’s Guidelines on Significant Corporate Governance Issues and the Committee charters. In particular: Corporate Governance Matters The responsibilities of the Lead Non-Management Director include: The Lead Non-Management Director has the authority to call meetings of The Board has seven standing committees: Audit and Risk; Compensation; Corporate Development; Corporate Governance; Corporate Social Responsibility and Sustainability Executive; and Finance and Investment. Each committee (other than the Executive Committee) operates under a written charter adopted by the Board. Charters for the Audit and Risk Committee, the Compensation Committee, and the Corporate Governance Committee all can be found on the Company’s website, aflac.com, under “Investors,” then “Governance,” and then “Governance Documents.” All members of the Audit and Risk, Compensation and Corporate Governance Committees qualify as “outside” Directors as defined by Section 162(m) of the Internal Revenue Code, “Non-employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and independent Directors under NYSE listing standards, as appropriate. Board Committee Refreshment The Corporate Governance Committee considers the periodic rotation of committee members and committee chairs to introduce fresh perspectives and to broaden and diversify the views and experience represented on Board committees. The Corporate Governance Committee has nominated Mr. Nobuchika Mori to serve on the Corporate Governance Committee beginning May 3, 2021. Corporate Governance Matters The Audit and Risk Committee MEMBERS* Karole F. Lloyd W. Paul Bowers Georgette D. Kiser Joseph L. Moskowitz NUMBER OF MEETINGS IN 2020 12 RESPONSIBILITIES firm; • pre-approving audit and non-audit services provided by the independent registered public accounting firm; Relationship with Independent Registered Public Accounting Firm. The independent registered public accounting firm has direct access to the Audit and Risk Committee and may discuss any matters that arise in connection with its audits, the maintenance of internal controls, and any other matters relating to the Company’s financial affairs. The Audit and Risk Committee may authorize the independent registered public accounting firm to investigate any such matters, and may present its recommendations and conclusions to the Board. At least annually, the Audit and Risk Committee reviews the services performed and the fees charged by the independent registered public accounting firm. For additional information, see “Proposal 3: Ratification of Auditors” and the “Audit and Risk Committee Report” sections beginning on page 62. All Audit and Risk Committee members have been determined by the Board to be “audit committee financial experts,” as such term is defined in Item 401(h) of SEC Regulation S-K. Corporate Governance Matters The Compensation Committee MEMBERS Joseph L. Moskowitz Georgette D. Kiser Katherine T. Rohrer NUMBER OF MEETINGS IN 2020 4 RESPONSIBILITIES • reviewing and approving compensation levels, equity-linked incentive compensation, and annual incentive awards under the Company’s Management Incentive Plan; The Compensation Committee may delegate power and authority as the Compensation Committee seems appropriate to any subcommittees. Compensation Committee Interlocks and Insider Participation. No member of the Compensation Committee is a current or former employee or officer of the Company or any of its subsidiaries. During 2020, no Director was an executive officer of another entity on whose compensation committee any executive officer of the Company served. In addition, no member of the Compensation Committee had any relationship requiring disclosure under the section titled “Related Person Transactions” in this Proxy Statement. Corporate Governance Matters The Corporate Development Committee MEMBERS W. Paul Bowers Thomas J. Kenny Joseph L. Moskowitz NUMBER OF MEETINGS IN 2020 5 RESPONSIBILITIES Corporate Governance Matters The Corporate Governance Committee MEMBERS Melvin T. Stith Barbara K. Rimer, DrPH Katherine T. Rohrer NUMBER OF MEETINGS IN 2020 3 RESPONSIBILITIES Corporate Governance Matters The Corporate Social Responsibility and Sustainability Committee MEMBERS Barbara K. Rimer, DrPH W. Paul Bowers Thomas J. Kenny Melvin T. Stith NUMBER OF MEETINGS IN 2020 3 RESPONSIBILITIES CORPORATE SOCIAL RESPONSIBILITY SUSTAINABILITY “We believe “sustainable growth” means being able to meet the needs of our shareholders and customers while taking into account the needs of future generations, and also ensuring the long-term preservation and enhancement of the Company’s financial, environmental, and social capital. Corporate Governance Matters The Executive Committee MEMBERS Daniel P. Amos W. Paul Bowers Karole F. Lloyd Joseph L. Moskowitz Melvin T. Stith NUMBER OF MEETINGS IN 2020 4 PURPOSE During the intervals between meetings of the Board, the Executive Committee may exercise all of the powers of the Board that may be delegated under Georgia law. COMPOSITION Under the Company’s Bylaws, the Executive Committee must consist of at least five Directors, including the Chief Executive Officer, the Chairman of the Board, and such additional Directors as the Board may from time to time determine. Currently, the membership of the Executive Committee also includes the chairpersons of the Audit and Risk, Compensation, and Corporate Governance Committees, and includes the Company’s Lead Non-Management Director. The Chief Executive Officer (or another member of the Executive Committee chosen by him) is the Chairman of the Executive Committee. Corporate Governance Matters The Finance and Investment Committee MEMBERS Thomas J. Kenny Daniel P. Amos Toshihiko Fukuzawa Karole F. Lloyd NUMBER OF MEETINGS IN 2020 5 RESPONSIBILITIES FINANCE RESPONSIBILITIES • reviewing and reassessing significant financial policies and matters of Treasury and corporate finance, including the Company’s overall capital structure, dividend policy, share repurchase program and liquidity, and the issuance or retirement of debt and other capital securities; • reviewing and providing guidance to the Board on significant reinsurance transactions and strategies; • reviewing and providing guidance on the Company’s credit ratings, ratings strategy, and overall rating agency dialogue; • reviewing and providing guidance to the Board on the financing strategy and capital impact of corporate development activities and multiyear strategic capital project expenditures; • reviewing and reassessing the Company’s overall hedging strategy, including foreign exchange and cash flow hedging, and ensuring proper governance over policies and procedures associated with trading in derivative instruments; • in partnership with the Compensation Committee, overseeing the Company’s processes for managing the finances of the employee pension and defined contribution benefit plans, including the related investment policies, actuarial assumptions, and funding policies; and • in partnership with the Audit and Risk Committee, reviewing and providing guidance on the Company’s corporate insurance coverages. INVESTMENT RESPONSIBILITIES • overseeing the investment process and the policies, strategies, and programs of the Company and its subsidiaries relating to investment risk management; • periodically reviewing and assessing the adequacy of the Global Investment Policy of the Company and its subsidiaries, and approving any changes to that policy; • reviewing investment transactions made on behalf of the Company and its subsidiaries; and • reviewing the performance of the investment portfolios of the Company and its subsidiaries. Corporate Governance Matters The Board met 4 times in 2020, and all Directors attended at least 75% of the meetings of the Board and the committees on which they served. It is Company policy that each Director should attend the Annual Meeting. All Directors serving at the time attended the 2020 Annual Meeting, which was held virtually due to the COVID-19 pandemic. Enterprise-Wide Risk Oversight Our Board oversees our enterprise-wide risk management system, which is designed to achieve organizational and strategic objectives, improve long-term performance, and enhance shareholder value. Risk management requires more than just understanding the risks we face and the steps management takes to manage those risks. The Board also must understand what level of risk is appropriate for the Company. Our Directors are equipped to make all of these determinations because they are integral to the process of setting the Company’s business strategy. While the Board oversees the risk-management process generally, several Board and management committees have specific roles that correspond with their areas of responsibility. Role of Management The Company’s management is responsible for day-to-day risk management. Our enterprise risk-management framework, which is aligned with and overseen by the Board and its committees, includes several executive management committees whose roles incorporate risk management across the enterprise. For example, executive management’s Global Risk Committee oversees the processes for identifying, assessing, measuring, monitoring, controlling, and mitigating the key risks associated with the Company. Other management committees are responsible for implementing policies and risk-management processes relating to strategic, operational, investment, competitive, regulatory and legislative, product, reputational, and compliance risks. Audit and Risk Committee Under its charter, the Audit and Risk Committee’s responsibilities include risk management and compliance oversight. Specifically, the Audit and Risk Committee: Corporate Governance Matters Spotlight on Information Security Risk Oversight The Board has adopted an information security policy directing management to establish and operate an information security program with the goal of ensuring that the Company’s information assets and data, and the data of its customers, are appropriately protected. The Board has delegated oversight of the Company’s information security program to the Audit and Risk Committee. The Company’s senior officers, including its Global Security and Chief Information Security Officer, are responsible for the operation of the information security program and communicate quarterly with the Audit and Risk Committee on the program, including with respect to the state of the program, compliance with applicable regulations, current and evolving threats, and recommendations for changes in the information security program. The information security program also includes a cybersecurity incident response plan that is designed to provide a management framework across Company functions for a coordinated assessment and response to potential security incidents. This framework establishes a protocol to report certain incidents to the Global Security and Chief Information Security Officer and other senior officers, with the goal of timely assessing such incidents, determining applicable disclosure requirements and communicating with the Audit and Risk Committee. The incident response plan directs the executive officers to report certain incidents immediately and directly to the Lead Non-Management Director. For more information, see the Aflac Incorporated Cybersecurity Disclosure on the Company’s ESG site at esg.aflac.com. Finance and Investment Committee The Finance and Investment Committee oversees the investment process and investment risk management of the Company and its subsidiaries by monitoring investment policies, strategies, and transactions and reviewing the performance of the investment portfolio and overall capital and liquidity position of the Company. Compensation Committee The Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy. As more fully discussed in the Compensation Discussion and Analysis section of this Proxy Statement, the Compensation Committee establishes incentive compensation performance objectives for management that are realistically attainable so as not to encourage excessive risk taking. Code of Business Conduct and Ethics The Company’s Code of Business Conduct and Ethics applies to all Directors, executives, and employees of the Company and its subsidiaries. In addition, there are provisions specifically applicable to the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer. The Company intends to satisfy any disclosure requirements regarding amendments to, or waivers of, any provision of the Code of Business Conduct and Ethics by posting such information on our website, aflac.com, under “Investors,” then “Governance,” then “Governance Documents.” Chief Executive Officer and Executive Management Succession Planning The Board, in coordination with the Corporate Governance Committee, is responsible for succession planning for key executives to ensure continuity in senior management. As part of that effort, the Board and the Corporate Governance Committee ensure that the Company has an appropriate process for addressing Chief Executive Officer succession as a matter of regular planning and in the event of extraordinary circumstances. Corporate Governance Matters The Chief Executive Officer plays an active role in the succession-planning process for other executive management positions. In coordination with the Company’s executive management team, including the General Counsel and the Director of Human Resources, the Chief Executive Officer periodically evaluates potential successors, reviews development plans recommended for such individuals, and makes recommendations to the Corporate Governance Committee. Together these parties also identify potential successors for other critical executive management positions. In addition, the Chief Executive Officer reviews executive succession planning and management development at an annual executive session of independent Directors. Commitment to Social Responsibility and Sustainability As noted above, the Company has a dedicated, Board-level committee, which oversees the Company’s policies, procedures, and practices with respect to corporate social responsibility (CSR) and sustainability. Specifically, the Board, through this committee, receives updates on the business’ focus on certain U.N. Sustainable Development Goals, environmental initiatives, workplace diversity and inclusion efforts, and philanthropic activities. The Corporate Social Responsibility and Sustainability Committee also monitors the preparation of and reviews the Company’s annual report that provides more detail around CSR and sustainability initiatives. To see Aflac Incorporated’s 2020 Business and Sustainability Report and the policy statements around ESG Investing, Tax, Carbon Neutrality, Human Rights, Human Capital Management, Diversity and Inclusion, and Supply Chain Approach and Philosophy, please visit esg.aflac.com. The Company has a long history of engaging shareholders to learn about the issues and concerns that are important to them. We believe that open communications can have a positive influence on our performance as we address key concerns around corporate governance, environmental, and social topics. For example, we are proud to have been the first publicly traded company in the United States to voluntarily allow shareholders a say-on-pay vote. In keeping with this governance philosophy, we communicate with our shareholders on a regular basis and incorporate their feedback into our decision-making process. YEAR-ROUND ENGAGEMENT Aflac Incorporated’s Investor and Rating Agency Relations team proactively engages year-round with shareholders and fixed income investors, including: • current and prospective • retail and institutional • portfolio management and stewardship teams These efforts often include executive management and occasionally the Lead Non-Management Director and extend to: • proxy advisory firms, • ESG rating firms and • credit rating agencies Both outside of and leading up to the annual meeting, the Vice President of Investor Relations and Corporate Secretary conduct meetings (in person when possible and by telepresence) and calls to update investors and regularly relay feedback to the Chairman, Lead Non-Management Director and the Board. During 2020 engagements, we discussed our policy statements on the recently launched esg.aflac.com as well as the following topics: • Business Update & COVID-19 Response: Provided an update on our business and focus areas in light of the ongoing COVID-19 pandemic, including actions we have taken to support our employees and customers through this challenging time; • Environmental & Social Initiatives: Discussed our sustainability goals and diversity and inclusion initiatives, our focus on human capital management and fostering a supportive corporate culture for employees, and recent enhancements to our sustainability reporting; Corporate Governance Matters Over the course of these meetings, two topics were consistently discussed: climate change and diversity and inclusion. The feedback received as part of these conversations were informative and valuable in forming corporate strategy in 2021 as it relates to these issues. For example, as a result of discussion of our environmental and social goals, the Corporate Social Responsibility and Sustainability Committee has recommended to the Compensation Committee an ESG compensation modifier for 2021. Also, following investor dialogue regarding best practices and expectations around reducing our carbon footprint, the Company has made a commitment to include Scope 3 emissions to its existing 2040 carbon neutrality goal. Communications with Directors Shareholders and other interested parties may contact members of the Board by mail. If you wish to communicate with the Board, any individual Director, or any group or committee of Directors, address your correspondence to the Board or to such individual Director, group, or committee, c/o the Corporate Secretary of Aflac Incorporated, 1932 Wynnton Road, Columbus, Georgia 31999. The Corporate Secretary will forward any message that is not in the nature of advertising, promotions of a product or service, or patently offensive material. Charters for the Audit and Risk Committee, the Compensation Committee, and the Corporate Governance Committee, as well as the Company’s Guidelines on Significant Corporate Governance Issues, the Code of Business Conduct and Ethics and other governance-related documents, all can be found on the Company’s website, aflac.com, under “Investors,” then “Governance,” then “Governance Documents.” Shareholders can request printed copies of these documents by submitting a request to the Corporate Secretary at the address shown above. Directors who also serve as employees of the Company or its subsidiaries do not receive compensation as Board members. The Compensation Committee reviews the policy regarding total compensation for Non-employee Directors at least every other year and recommends compensation to the Board consistent with that policy. When making its recommendation, the Compensation Committee considers a variety of factors, including the Non-employee Director pay packages at our peer group companies, the skills and backgrounds required of Non-employee Directors to serve on the Company’s Board, and the balance between the cash and equity components of the package. The Board makes final determinations regarding Non-employee Director compensation. The Compensation Committee assesses Director compensation and uses its independent compensation consultant to benchmark against peers every other year. Cash compensation for the Non-employee Directors was as follows: Non-employee Directors may elect to have all or a portion of their Board annual retainer paid in the form of immediately vested nonqualified stock options, restricted stock that vests after one year of continued service, or a combination thereof as determined by the Board. In 2020, one Non-employee Director elected to receive restricted stock in lieu of a cash annual retainer. Corporate Governance Matters As shown below, Non-employee Directors also receive equity on a regular basis to ensure that their interests are aligned with those of our shareholders. Non-employee Directors are required to hold shares worth at least four times the amount of the annual cash retainer. For additional information, please see “Stock Ownership Guidelines; Hedging and Pledging Restrictions” on page 48. Grants of stock options or, if elected, restricted stock, made to Non-employee Directors upon joining the Board become vested one year from the grant date, generally subject to continued service. Grants of restricted stock or, if elected, stock options, made to Non-employee Directors at the time of an annual meeting become vested at the next annual meeting, generally subject to continued service. Upon death or disability or a change in control of the Company, Non-employee Directors will become 100% vested in all outstanding options and stock awards. The Company maintains a retirement plan for Non-employee Directors who have attained age 55 and completed at least five years of service on the Board, but that plan was closed to new participants effective 2002 and Dr. Rimer is the only Non-employee Director who participates in the retirement plan. The dollar value and length of payment of the annual retirement benefits were frozen effective May 3, 2010. For qualifying participants, payments under the plan begin upon termination of service as a Non-employee Director and continue for the shorter of the number of years the participant served as Non-employee Director prior to May 3, 2010, or the life of the participant (or, if applicable, his or her surviving spouse). On an annual basis, such payments are equal to the annual compensation paid to a participant during his or her service as a Non-employee Director during the 12-month period immediately preceding May 3, 2010, excluding committee fees, and subject to a cap of $30,000 for the annual retainer fee and $2,000 per meeting. The Non-employee Directors do not participate in any nonqualified deferred compensation plans. Corporate Governance Matters The following table identifies each item of compensation paid to Non-employee Directors for 2020. Corporate Governance Matters This summary highlights information contained in the Compensation Discussion and Analysis, but it does not contain all of the information you should consider. 2020 Business Overview PAY-FOR-PERFORMANCE COMPENSATION PHILOSOPHY Our executive compensation program is designed to drive shareholder value via three critical features: Elements of Our Executive Compensation Program We consider annual and long-term incentive compensation to be the most important compensation awarded; these pay elements represent the largest part of total rewards for executives and provide the strongest link to Company results and shareholder value creation. Corporate Governance Matters 2020 Management Incentive Plan Performance 2018-2020 Long-Term Incentive Performance Results Executive Compensation (“Say-on-Pay”) We are committed to achieving a high level of total return for our shareholders. From the end of August 1990, when Daniel P. Amos was appointed the CEO, through December 31, 2020, the Company’s total return to shareholders, including reinvested cash dividends, has exceeded 7,689%, compared with 2,326% for the Dow Jones Industrial Average, 2,088% for the S&P 500 Index, and 895% for the S&P 500 Life & Health Insurance Index over the same period. We believe our compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of our shareholders. Beginning in 2008, we voluntarily provided our shareholders an annual advisory vote (commonly known as “Say-on-Pay”), which is now required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. In accordance with Section 14A of the Securities Exchange Act of 1934, this vote gives you as a shareholder the opportunity to endorse or not endorse the compensation of our named executive officers through the following resolution: “Resolved, on an advisory basis, the shareholders of Aflac Incorporated approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative in the Notice of 2021 Annual Meeting of Shareholders and Proxy Statement.” Because your vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements. Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs, the decisions made by the Compensation Committee related to those programs, and the factors considered when making those decisions. SIGNIFICANT INFORMATION IN THIS SECTION Executive Compensation This CD&A focuses on our named executive officers (“NEOs”) for 2020, who were: Daniel P. Amos Chairman and Chief Executive Officer (CEO) Max K. Brodén Executive Vice President, Chief Financial Officer (CFO) and Treasurer Frederick J. Crawford President, Chief Operating Officer (COO) Eric M. Kirsch Executive Vice President, Global Chief Investment Officer; President, Aflac Global Investments Audrey Boone Tillman Executive Vice President, General Counsel Pay-For-Performance Compensation Philosophy Our compensation programs are designed to ensure that a substantial amount of executive pay is directly linked to the Company’s results. We believe this is the most effective method for creating alignment with shareholder interests and that it has played a significant role in making the Company an industry leader. Importantly, performance-based elements of our compensation programs apply to all levels of Company management—not just the executive officers. In fact, pay-for-performance components permeate compensation at every employee level. As a result, we are able to attract, retain, motivate, and reward talented individuals who have the necessary skills to manage our growing global business on a day-to-day basis and to position the Company for success in the future. The Board’s independent compensation consultant, Mercer LLC, works with the Compensation Committee to review executive compensation practices, including the competitiveness of pay levels, design issues, market trends, and other technical considerations. Our executive compensation program is designed to drive shareholder value via three critical features: Executive Compensation 2020 Business Overview CASH DIVIDEND 3 YEAR TSR +8.6% Our three-year total shareholder return* was 8.6%, versus -11.7% for the S&P 500 Life and Health Insurance subindex. Our annual total shareholder return* was -13.6%, versus -9.5% for the S&P 500 Life and Health Insurance index. 3 YEAR TSR COMPARED Percentile Rank 63% RETURN ON EQUITY 15.3% We generated a strong returnon equity, and our AROE(1) forthe full year was 15.0%. NET EARNINGS(2) $4.8B Net earnings increased 44.6% over 2019. ADJUSTED EPS(1) +10.8% Adjusted earnings per diluted share, excluding the impact of foreign currency. $1.5B We repurchased approximately 37.9 million of REGULATORY CAPITAL RATIOS* 960% Aflac Japan Solvency Margin Ratio 508% Aflac Risk Based Capital Executive Compensation 2020 Operating Results In 2020, the Company advanced the vision of offering high-quality supplemental products and service through diverse distribution outlets, building upon our market-leading position to drive long-term shareholder value. Pandemic Impact At the onset of the COVID-19 global pandemic, the majority of the Company’s employees in Japan and the U.S. shifted to remote working environments with limited returns to office mainly in Japan undertaken as warranted by local conditions. Both Aflac Japan and Aflac U.S. took measures to address employee health and safety and increase employees’ ability to develop and maintain more flexible working conditions. The Company also provided financial support to agents and agencies with interest-free loans to help manage through this difficult period and granted grace periods for premium payments giving policyholders relief without fear of their coverage being cancelled. To support front-line efforts to combat the virus in both countries, the Company contributed more than a combined $10 million to organizations oriented around first-responders. In addition, the Company accelerated investments in digital tools to accommodate both our customers and distribution in a virtual environment. In line with business continuity planning, the Company established command centers to monitor and communicate developments, and operations remained stable throughout the year. Enterprise crisis management meetings were chaired by the President and COO with the Chair of the Audit and Risk Committee of the Board attending. Aflac Japan and Aflac U.S. both experienced a significant decrease in sales due to the effects of the pandemic and related government responses like emergency orders, resulting in a steep decline in face-to-face meetings between sales people and customers. In response, both Aflac Japan and Aflac U.S. accelerated investments in digital initiatives to improve productivity, efficiency, and customer service over the long term. The pandemic weighed on revenue performance, however, profit margins and earnings-per-share remained strong as benefit ratios were positively impacted by lower routine medical claims and absorbed an increase in claims related to COVID-19. The Company also defended investment income despite economic conditions driving down interest rates. Finally, the Company also took prompt action to strengthen its capital and liquidity position should pandemic conditions trend negative, and continued to undertake de-risking activity in its investment portfolios adjusting to market conditions throughout the year. Aflac Incorporated On December 2, 2019, the Company gave guidance for 2020 consolidated adjusted earnings per diluted share of $4.30 to $4.50 using an exchange rate of 110 yen to the dollar, which on a currency-neutral basis and normalized for 2019 equated to approximately a 1% increase. On April 29, 2020, recognizing the challenges to production and potential volatility in core earnings drivers associated with the evolving nature of the global pandemic, the Company withdrew earnings guidance for 2020 with the release of its first quarter results. Ultimately, the Company reported adjusted earnings per diluted share of $4.96, or $4.92 excluding the effect of foreign currency, which were positively impacted by the release of valuation allowances on deferred foreign tax credits, which were allowed due to U.S. tax regulations released in the third quarter of 2020. Aside from the favorable tax outcome, earnings per share benefited from stable pre-tax profit margins, benefited by lower routine medical claims and cost control measures, and favorable investment income. For the year, the Company generated a strong return on equity of 15.3% and our AROE, excluding the impact of foreign currency, for the full year was 15.0%. The combination of strength in pre-tax profit margins supported by generally favorable benefit ratios and investment income with strength in capital and cash flow supported the proactive return of capital in the form of share repurchase and common dividend increases. Management and the Board are committed to ensuring comprehensive risk management and to safeguarding the Company’s financial strength. In 2020, core capital strength measures remained very strong including core metrics of holding company leverage within a conservative range of 20% to 25%, Aflac Japan’s SMR ratio above 900%, and Aflac U.S. RBC ratio above 500%. The Company’s strong capital and cash flow positions continue to support our financial strength ratings, which are among the highest in the industry, and our 38-year track record of increased Common Stock dividends. Aflac U.S. The Aflac U.S. sales team has worked to adjust its sales approach given the reduction in face-to-face sales since the onset of the pandemic. Key elements to this approach include realizing sales at the worksite through an enrollment call center, video enrollment through co-browsing and self-enrollment. The traditional agent sales team is also using virtual recruiting and training through video conferencing to maintain the recruiting pipeline. The Aflac U.S. broker sales team is focused on product enhancements due to COVID-19 as well as leveraging technology-based solutions to drive enrollment. Aflac U.S. has also accelerated investments in digital initiatives designed to improve long-term productivity, efficiency, and customer service. Executive Compensation Aflac U.S. management continued to focus on serving the benefit needs of small businesses with its extensive agent distribution channel, as well as the needs of larger employers by continuing to build relationships with brokers. The pandemic’s impact on sales also pressured premium growth rates in the U.S., which has been partially offset by lower lapse rates. While 2020 sales were depressed, the Company’s distribution platform has pivoted to utilizing digital means to drive sales and enrollment, thus gradually reducing the remaining gap between pre- and post-pandemic declines in sales. While the Company has been known for its organic growth, 2020 was also marked by prudent investments to promote growth and to drive efficiencies. Aflac U.S. has set the direction for its strategy for the next five years and plans to increase its attractiveness in the large case market by accelerating an integrated platform and go-to-market strategy for a full suite of group benefits. Most notably, Aflac and Aflac New York, took an opportunity to accelerate growth through a measured buy-to-build transaction with the acquisition of Zurich North America’s U.S. group life disability and absence management business (“2020 Zurich business acquisition”) in November 2020 for total consideration of approximately $140 million. This strategy is also supported by the 2019 acquisition of Argus Dental and Vision. In 2020, we piloted Aflac’s new network dental and vision product in 10 states under limited distribution in preparation for a national launch in early 2021. Aflac U.S. is also in its second year of the build-out of its consumer markets for the digital direct-to-consumer sale of insurance, and sales made through that platform have continued to grow. While these investments were largely responsible for the elevated expense ratio, Aflac U.S.’s pretax profit margin ended the year in the middle of the forecasted range. Finally, in the fourth quarter of 2020, Aflac Incorporated made a $200 million strategic investment in Trupanion, a leading U.S. and Canadian pet insurer. The alliance is a multi-year build with planning in 2021 and then building-out Aflac and Trupanion co-branded product distribution in the worksite. Aflac Japan Similarly, to counter the challenging face-to-face sales environment brought on by the pandemic, Aflac Japan focused on generating new business through direct mail to existing and prospective customers, digital and web-based sales to groups, and a new smartphone-enabled insurance application that allows the customer and an Aflac Japan operator to see the same screen. In Japan, management continued to strengthen relationships with customers and agencies by focusing on a new cancer rider strategy. This rider strategy allowed Aflac Japan cancer policyholders a simple way of updating their existing coverage by adding a mid-term rider to their existing policy without having to lapse. Aflac Japan expects this simplified approach to appeal to younger customers and new sales agents, while also lowering new product refreshment costs and benefiting persistency. Cancer insurance sales results also reflected a sharp decline in the sale of cancer products as Japan Post Holdings Co., Ltd. (“Japan Post”) continued to focus on restoring customer trust after the internal investigation of the sale of Japan Post Insurance products through Japan Post Co., Ltd. and Japan Post Insurance Co., Ltd. While the investigation and eventual suspension of sale of Japan Post Insurance products did not involve the sale of Aflac Japan cancer policies, the events had a negative impact on cancer sales in the postal network. During 2020, Aflac Japan also accelerated investments in digital and paperless initiatives designed to increase long-term productivity, efficiency, customer service and business continuity. The paperless initiative represents a ¥10 billion multi-year investment, that when completed, will result in ¥3 billion of annual savings, create a more nimble operating platform for disaster recovery purposes, and helps to reduce our carbon footprint in Japan. Aflac Japan is investing to increase operational efficiency while carrying out activities to expand sales of our existing products and also paying close attention to profitability and investment risk, which is especially important given the uncertainty ushered in by COVID-19. Despite the competitive market for cancer and medical insurance products, the persistent low interest rate environment in Japan and higher expenses related to technology investments and marketing, Aflac Japan still delivered a strong pretax profit margin to the high end of the forecasted range. Global Investments Given the volatile market environment, our net investment income performed very well. Net investment income benefited from continued expansion of floating rate loan and alternative investments, which served to combat persistently lower interest rates in both the U.S. and Japan. Net investment income also benefited from our decision to hedge against falling interest rates, net of locking in hedge costs; tactical asset allocation decisions; and a significant increase in call income as issuers redeemed bonds due to lower refinancing rates. Net investment losses were primarily comprised of allowances for credit losses, currency effect revaluation losses on our Aflac Japan U.S. dollar loans, and mark-downs on equity securities. Partially offsetting this was a net gain on security sales and our derivative hedging program. Strategically, the Aflac Global Investments strategic alliance and investment in Varagon Capital Partners continued to perform well and contributed to corporate investment income during 2020. Executive Compensation Summary of Our Executive Compensation Program As a leader in our industry segment, we recognize that a sound executive management compensation program is one element of why we are an employer of choice. Our executive compensation program directly links compensation incentives with our business goals and shareholder interests. We consider annual and long-term incentive compensation to be the most important compensation awarded because these pay elements represent the largest part of total rewards for executives and provide the strongest link to Company results and shareholder value creation. Moreover, incentive compensation enables us to attract, retain, motivate, and reward talented individuals who have the necessary skills to manage our growing global enterprise now and for the future. Due to our focus on incentive compensation, base salary is the smallest component of compensation for the NEOs. KEY ELEMENTS OF OUR 2020 EXECUTIVE COMPENSATION PROGRAM Base Salary • Attract and retain talent Management Incentive Plan (“MIP”) Performance metrics align with our business strategy, geographic segment goals, and • Corporate goal: adjusted earnings per diluted share, excluding the impact of foreign currency • U.S. goals: increase in • Japan goals: new annualized premium (excluding Japan Post sales), decrease in earned premium (third sector and first sector protection sales) • Global Investments goals: net investment income; credit losses/impairments • Motivate executives and reward annual operational and strategic performance • Drive enterprise growth • Focus on key near-term drivers of long-term value for our • Retain key talent • Exercise sound risk-management practices Long-term Incentives • Motivate executives and reward long-term operational and strategic performance • Focus on key long-term value drivers for our business • Align executives’ interests with shareholders’ interests • Retain key talent • Exercise sound risk-management practices Executive Compensation Outcome of 2020 Say-on-Pay Vote The Company has a history and a well-earned reputation with its shareholders as a transparent organization. That commitment to transparency on all levels was a driving force behind our decision in 2008 to allow shareholders a “say-on-pay” advisory vote, years before such votes became mandatory for most public companies. In 2020, 98% of our shareholders voted in favor of our executive compensation program. Consistent with our approach in prior years, the Company engaged in shareholder outreach efforts throughout 2020. The feedback from these conversations, together with a thorough analysis of best practices and guidance from our independent compensation consultant, was incorporated into the Compensation Committee’s regular review of our compensation programs. Compensation program changes, if any, are made with a focus on ensuring that pay is aligned with Company performance and corporate strategy. We continually analyze our compensation program to ensure that we remain current in our approaches, a leader in executive compensation best practices, and cognizant of shareholder concerns. Moreover, we pride ourselves on incorporating ethics and transparency into everything we do, including compensation disclosure. Accordingly, we will continue our review and dialogue with investors to determine if additional changes are warranted. After careful consideration, the Compensation Committee did not make any changes to our executive compensation program and policies, neither due to the impacts of COVID-19 nor as a result of the most recent say-on-pay vote in 2020. As noted in the Program Changes for 2021 section below, the Compensation Committee has made changes to the MIP formula to include an ESG modifier for 2021. Compensation Design and Philosophy Strong Compensation Governance Policies and Leader in Best Practices The Company has long been a leader in corporate governance best practices. Our executive compensation programs reflect the strong, long-standing governance policies outlined below. Executive Compensation Process of Setting Executive Compensation Independent Compensation Consultant The Compensation Committee has retained a nationally recognized compensation consultant, Mercer LLC (“Mercer”), to assist and advise the Compensation Committee in designing and refining the Company’s executive compensation program. Mercer typically assists in the following areas: Fees paid to Mercer for these services totaled $169,074 in 2020. Management retained certain Mercer affiliates to provide additional services not pertaining to executive compensation during 2020, and approved payments for those services totaling $24,705. In addition, as the Company grows the sales of its insurance products through brokers in the U.S., this has resulted in commission payments totaling $36,749,804 during 2020 to the broker subsidiaries of Mercer. These subsidiaries are separate from the subsidiary that provides compensation consulting to the Company. As reported by Mercer to the Compensation Committee, the total payments from the Company represented less than 0.22% of Mercer’s parent company’s annual revenue. The Compensation Committee assessed Mercer’s independence pursuant to SEC rules and concluded that no conflict of interest exists with respect to the work Mercer performs for the Committee. Importance The Compensation Committee sets target compensation for the NEOs at market competitive levels with the assistance of its independent compensation consultant. Factors considered include target pay levels in the market for comparable roles, the primary duties and responsibilities of the role at the Company, and the individual’s relevant experience and performance. As discussed in this CD&A, the Compensation Committee considers our peer group when setting compensation amounts and •The • Assurant, Inc. • Brighthouse Financial • The Chubb Corporation • CNO Financial Group, Inc. • The Hartford Financial Services Group, Inc. • Humana Inc. • Lincoln National Corporation • Manulife Financial Corporation • MetLife, Inc. • Principal Financial Group, Inc. • The Progressive Corporation • Prudential Financial, Inc. • The Travelers Companies, Inc. • Unum Group Executive Compensation There were no changes to the 2020 peer group from the peer group used in 2019. The data below shows how the Company’s revenues, total assets, and market value compare to the peer group medians: Performance-Based Compensation: How Performance Goals Are Set The Board and the Compensation Committee believe it is important for the Company to manage the business to provide long-term value to our shareholders. Therefore, performance goals under the MIP and LTI programs involve metrics that drive shareholder returns, and payouts depend entirely upon the level of achievement of those goals. The following sections provide detail on how we select metrics under the MIP and LTI program, determine performance target amounts and other important considerations in setting these targets. We have used the same methodology for setting MIP goals for many years. MIP segment metrics for Aflac U.S., Aflac Japan, and Global Investments are consistent with assumptions used in developing segment financial projections (described below) based on the Company’s best estimates for the coming year. The segment projections are consolidated into the corporate financial projection used to develop earnings per share guidance. The goal-setting process generally proceeds in two stages. For 2020, the Compensation Committee established the following metrics under the MIP: Considerations in setting the target goal amount for each of these MIP metrics are described in more detail below. Executive Compensation Importance of Measuring Management’s Performance Excluding the Impact of Currency Since 1991, the Company has communicated external earnings results that exclude foreign currency effects. Similarly, MIP objectives are set on a currency-neutral basis. Aflac Japan’s performance is important to our results, as the Japan segment reflects approximately 68% of total revenues for the year ending December 31, 2020. The Company’s reported U.S. generally accepted accounting principles (“GAAP”) revenue, earnings, assets, book value, and cash flow are affected by changes in the relative values of the yen and the dollar, which is outside management’s control. Recognizing that strengthening and weakening of the yen can affect the value of the Company’s shares, the Compensation Committee believes it is important to ensure that executives bear the same exposure to the yen/ dollar exchange rate as our shareholders and that equity awards under the LTI program and stock ownership requirements serve to align management with shareholders. When setting the MIP objectives, the Compensation Committee strongly believes that management should not be unduly rewarded because of short-term movement in the yen/dollar exchange rate when the yen is strong or penalized in periods of yen weakening when those currency shifts influence key incentive compensation metrics. MIP Target-Setting Considerations In addition to currency neutrality, the Compensation Committee considers the prior year’s results, current business operating environment and the forecasts emerging from the Company’s strategic planning process when setting MIP objectives for each metric. For example, new product launches and distribution expansion can materially affect the Company’s sales results in Japan from one year to the next. In addition, low interest rates were expected to continue in 2020, especially in Japan. A low-rate environment would continue to pressure Aflac Japan’s net investment income, as private placement investments were called or matured, and lead the Company to continue actively managing down sales of first sector savings-type products, which have returns that are more interest-rate sensitive. The goals for these metrics, having been established before the onset of the global pandemic, are generally consistent with the Company’s public guidance as provided during the 2019 December Outlook Call. Corporate Metric In 2019, the Company generated $3.3 billion in net earnings or $4.43 per diluted share, which was up 17.5% for the year. The Company also reported a 2.7% increase in adjusted earnings for the year, which were $3.3 billion, and adjusted earnings per diluted share on a currency-neutral basis of $4.42, which was up 6.3%. These results were at the upper end of our upwardly revised guidance range of $4.35 to $4.45 a share, assuming the 2018 weighted-average exchange rate of 110.39 yen to the dollar. When looking at the Company’s currency-neutral adjusted EPS estimates for 2020 and normalizing for roughly $0.05 per share of items identified and called out in 2019, the range equated to relatively flat adjusted EPS growth for 2020. The Company’s forecast for enterprise-wide variable investment income was approximately $60 million or $0.05 per share for 2020. This outlook incorporated headwinds related to low interest rates, continued strength in benefit ratios, elevated expense ratios tied to the build-out of Aflac Dental & Vision and consumer markets, proactive de-risking activity and investments to address the challenges we face to grow the top line in both Japan and the U.S. and return of capital to shareholders. Of note, the U.S. investments to build Aflac Network Dental and Vision as well as the consumer markets business represented a 1% headwind to adjusted EPS alone. U.S. and Japan Segment Metrics In 2019, Aflac U.S. sales decreased 1.3% to $1.6 billion The 2019 sales results partially reflect a decline in recruiting and retention of commission-only agents in a strong economic environment. In addition, net earned premium increased 1.8% and benefited from persistency, which was 77.7% at the end of 2019. Moving into 2020, Aflac U.S. expected sales growth to recover in the low- to mid-single digits. As a result, the Company expected Aflac U.S. to deliver stable sales growth in 2020 within a range of 3.5% to 6.0% as we continued to invest in the existing platforms, including product development and efforts to facilitate producer growth and productivity. The Company expected increased productivity and strong persistency would lead to 0.00% to 1.25% growth of net earned premium in 2020. Executive Compensation Japan Post sales were expected to further decline in 2020 from the 2019 level, given that Japan Post was focused on restoring customer trust before restarting sales in earnest. As a result, the Compensation Committee determined to exclude Japan Post from sales in 2020 and that a lower range for sales was appropriate for 2020. Additionally, earned premium for third and first sector protection products were expected to decline largely due to both third and first sector policies becoming paid-up. The Compensation Committee set a range of ¥59.0 billion to ¥66.6 billion for sales excluding Japan Post and set a range of -1.1% to -0.2% for third sector and first sector protection earned premium. Global Investments Metrics For 2020, Aflac Japan net investment income including hedge costs was expected to modestly decline, driven by higher yielding calls and maturities with lower projected reinvestment yields, reducing stable net investment income. Partially offsetting this headwind, the Company planned increased net investment income from the build-out of the U.S. dollar floating rate portfolio and growth in the alternatives portfolio, which increased variable net investment income. The Company also expected net investment income for Aflac U.S. to decline, partially reflecting lower yields as well as a reduction of assets as part of the RBC drawdown strategy, which modestly shifted net investment income from our Aflac U.S. segment to Aflac Incorporated. In order to properly balance income and risk, targets for 2020 were expressed as a range around budget based on a bottom-up review of asset allocation and cash flows. As in 2019, we continued to slope the ranges to require above budget performance for maximum payout, while not encouraging excessive risk-taking. Each year, typically in February, the Compensation Committee meets shortly after the Company’s fiscal year results are released to the public. At that time, the Compensation Committee reviews recommendations developed by the CEO, President and COO, and CFO (with input from Mercer) for LTI awards of PBRS, stock options, and time-based restricted stock. Option grants are awarded on the date of the meeting, and have a per share exercise price set at the closing price on the date of grant. The Company has never engaged in “backdating” of options. For PBRS, the specific Company performance objectives are aligned with long-term corporate strategy, and thus are intended to drive shareholder value and ensure financial soundness. For 2020, the Compensation Committee established the following metrics for the 2020 PBRS grant: Total Shareholder Return Relative to Peer Group (RTSR) acts as a modifier. The Company may periodically make additional equity grants during the course of the year, but as a matter of policy does not make equity grants in advance of material news releases. Executive Compensation Elements of Our Executive Compensation Program Base Salary The base salaries of our executive officers are competitively positioned relative to comparable executives at our peers and in the broader insurance sector, generally targeting market median, but also reflect each individual’s scope of responsibilities and performance. The Compensation Committee uses comparative market data for salaries in reviewing and determining the CEO’s salary, and the CEO uses the market data to inform his recommendations to the Compensation Committee regarding the salaries of the other executive officers. Mr. Amos has not received a salary increase in the last nine years. Mr. Brodén and Mr. Crawford received base salary increases for their respective promotions effective January 1, 2020 of approximately 12% and 13.8%, respectively, in light of the related increased responsibilities and leadership. Mr. Brodén and Mr. Crawford were promoted to Executive Vice President, CFO and President, COO, respectively, effective January 1, 2020. Mr. Kirsch did not receive a salary increase in 2020. Mrs. Tillman received a base salary increase of approximately 3% to align her base salary competitively relative to similar roles in the market and to help secure her continued service and leadership for the Company. Management Incentive Plan All NEOs are eligible to participate in the MIP, an annual non-equity incentive plan, which was originally submitted to and approved by shareholders in 2012. The current MIP, which became effective January 1, 2018, was approved by shareholders in 2017. Target MIP The Compensation Committee, with assistance from its independent compensation consultant, established target MIP levels for 2020 for the NEOs. These targets, shown below, were determined to be competitive generally relative to market median targets for executives with comparable positions within our peer group. The target MIP payout for Mr. Brodén and Mr. Crawford was increased from 75% to 100% and 125% to 200%, respectively, based on their promotions effective January 1, 2020. The MIP payouts for the NEOs cannot exceed two times their target. Executive Compensation MIP Performance Metrics The performance measures are weighted differently for each NEO and for all other officer levels in the Company. We vary the weightings to reflect how each position can and should influence the outcome of particular metrics. Adjusted earnings per diluted share on a consolidated basis for the Company (excluding foreign currency effect) This is calculated as: Adjusted earnings, excluding the impact of foreign currency* ÷ Weighted-average diluted shares outstanding Executive Compensation 2020 MIP Targets and Actual Performance Corporate Metric Adjusted earnings per share on a currency-neutral basis for the full year came in at $4.92 per share, and the MIP definition of the metric reduced the achieved result to $4.89. Adjusted earnings were impacted by a lower effective tax rate as a result of a favorable tax ruling allowing the Company to take credit for excess tax payments in Japan at a 28% corporate rate. U.S. Segment Metrics Aflac U.S. sales and earned premium decreased 31.1% and 1.2%, respectively, in 2020, which resulted in zero MIP payout for these metrics. The pandemic dramatically impacted the sales and earned premium zero payouts. Japan Segment Metrics The pandemic’s impact on sales resulted in a zero payout for 2020. For earned premium, sales were the major driver for the near-minimum payout for the Aflac Japan metrics. Earned premium achievement was aided by persistency remaining strong during the period (Japan 2020 persistency improved 70 basis points). We attribute the improvement in Japan to lower “lapse and reissue” activity with no new products introduced. Global Investments Metrics Net investment income performed very well during a volatile market environment, with central bank and fiscal stimulus dramatically improving the performance of all market sectors including much lower interest rates globally and higher stock market valuations throughout the year. The main drivers of our performance were as follows: Please refer to the 2020 Business Overview section beginning on page 31 for additional information. Actual performance relative to 2020 MIP targets was determined after the end of the year and presented to the Compensation Committee for discussion and approval at its February 2021 meeting. After careful consideration, the Compensation Committee did not make any changes to our executive compensation program and policies due to the impacts of COVID-19. All metrics exclude the impact of the 2020 Zurich business acquisition, which did not materially impact revenue and earnings in 2020. For performance, linear interpolation was used to determine payouts for performance between the corresponding goals (i.e., minimum to target, or target to maximum). The following table shows the corporate and business segment metrics, objectives, and results for the 2020 MIP awards. Executive Compensation Executive Compensation 2020 MIP PAYOUTS The table below reflects target and earned percentages of salary for each NEO for the MIP based on 2020 performance results. The Compensation Committee has the discretion in certain limited circumstances to adjust the MIP results related to particular performance measures if the Committee determines that a class of MIP participants would be unduly penalized or rewarded because a payout is incompatible with the performance measure. There were no adjustments to the NEOs’ MIP payouts for 2020, and these awards were paid in February 2021. For additional information about the MIP, please refer to the 2020 Grants of Plan-Based Awards table below, which shows the threshold, target, and maximum award amounts payable under the MIP for 2020, and the 2020 Summary Compensation Table, which shows the actual amount of non-equity incentive plan compensation paid to the NEOs for 2020. Long-Term Incentives OVERVIEW OF LTI PROGRAM The Compensation Committee administers the Long-Term Incentive Plan. In February 2020, the Compensation Committee authorized grants of LTI variable equity awards to executive officers, including NEOs, in the form of PBRS. All eligible non-executive officers received time-based restricted stock units. In determining the number of shares of PBRS to be granted to NEOs, the Compensation Committee is advised by its independent compensation consultant. The Compensation Committee’s decision is informed by market data regarding comparable executive positions within the Company’s peer group and the broader insurance sector, and each NEO’s tenure and performance. Based on these considerations, the Committee determines award levels that it believes are competitive within the Company’s peer group and the broader insurance sector, generally targeting the market median, and will be effective at aligning the NEO’s compensation with performance and the interests of our shareholders. Future payouts (if any) on the February 2020 PBRS awards will be based on the Company’s performance from 2020 through 2022 and will vary between 0% and 200% of the target number of shares of PBRS granted, which is consistent with typical market practices. LTI awards will vest three years from the issuance date, subject to satisfaction of performance conditions and final Compensation Committee authorization. TARGET LTI AWARDS The pay program for the CEO follows a market-based approach. The Company granted the CEO his target annual LTI award in February 2020 at a market-competitive level, based primarily on peer market data. Specifically, the CEO’s target LTI was set at an amount that approximates the 50th percentile LTI of his fellow CEOs at the Company’s peers for 2020. This resulted in the CEO’s target LTI being 589% of his base salary. Executive Compensation 2020 annual LTI award targets as a percent of base salary for the other NEOs were as shown below: LTI PERFORMANCE METRICS The PBRS will vest based on the Company’s achievement on three measures—AROE, RBC, and SMR—for the cumulative three-year performance period beginning January 1, 2020 and ending December 31, 2022. As described below, each metric has been assigned a weight that determines its effect on the LTI payout. Once a payout is calculated based on the weighted average achievement on these three metrics, that amount will be modified (up to +/-20%) based on our total shareholder return relative to the members of our peer group. We refer to this fourth metric as relative total shareholder return, or RTSR. As noted in the descriptions below, in designing the LTI program, the Compensation Committee recognizes the importance of maximizing profitability and return on equity to shareholders, but also believes it is appropriate to pursue those objectives within the context of a solid risk framework. Adjusted Return on Shareholders’ Equity (AROE) We define AROE (or currency neutral AROE) as: Adjusted Earnings, excluding the impact of foreign currency •We believe this metric has a significant influence on the value our shareholders place on the Company. •Current regulatory solvency measure in the U.S. •Capital Adequacy is a 2020 LTI PERFORMANCE TARGETS The following illustrates the terms of the 2020 PBRS grant. Executive Compensation The goals for these metrics are generally consistent with the Company’s public guidance previously provided during annual December Outlook Calls. 2018-2020 Performance Period In February 2021, the NEOs received payouts with respect to the performance shares that were granted in February 2018 for the three year-performance period ended December 31, 2020. These awards were paid at 155.9% times the target number of shares initially awarded based on the three-year average results for each of the currency neutral AROE, SMR, and RBC metrics. The Company’s TSR performance relative to peers was in the 63rd percentile rank, therefore, the earned amounts were not modified. The final shares awarded, excluding dividends, to the NEOs in February 2021 for the 2018 to 2020 performance period were: Executive Program Changes for 2021 The Company continually analyzes our compensation program to ensure that we remain current in our approaches, a leader in executive compensation best practices, and cognizant of shareholder feedback. The feedback from these conversations, together with a thorough analysis of best practices and guidance from our independent compensation consultant, was incorporated into the Compensation Committee’s regular review of our compensation practices. After this review, the Compensation Committee decided to incorporate an ESG modifier into the MIP compensation formula for 2021. The ESG modifier allows for a -5%, flat, or +5% adjustment to total MIP compensation for all MIP participants based on achieving specific critical path ESG objectives for 2021. In addition, recognizing volatility associated with the ongoing pandemic in the U.S. and Japan, MIP thresholds will be widened around target levels while maintaining sloping on certain metrics. Other Compensation The retirement, deferral, and savings plans described in the tables below were established in order to provide competitive post-termination benefits for officers and employees, including the NEOs, in recognition of their service and contributions to the Company. Defined Benefit Pension Plans As described further in “Pension Benefits” below, the Company maintains tax-qualified, noncontributory defined benefit pension plans covering substantially all U.S. employees, including the NEOs, who satisfy the eligibility requirements. The Company also maintains nonqualified supplemental retirement plans covering some of the NEOs. No change has been made to the pension plans and the benefit level remains the same as last year. Executive Deferred Compensation Plan The NEOs, together with other U.S.-based eligible executives, are entitled to participate in the Executive Deferred Compensation Plan (“EDCP”). Messrs. Amos, Brodén, Crawford and Mrs. Tillman are the only NEOs currently participating in this plan. The EDCP is discussed in more detail below under “Nonqualified Deferred Compensation.” 401(k) Savings and Profit Sharing Plan The Company maintains a tax-qualified 401(k) Savings and Profit Sharing Plan (the “401(k) Plan”) in which all U.S.-based employees, including the U.S.-based NEOs, are eligible to participate on the same terms. The Company provides matching contributions to 100% of each employee’s contributions up to 4% of the employee’s annual cash compensation. Employee contributions made to the 401(k) Plan are 100% vested. The Company provides a nonelective contribution to the 401(k) Plan of 2% of annual cash compensation for employees who elected to opt out of the future benefits of the U.S. defined benefit plan and for U.S. employees who started working for the Company after September 30, 2013, the date on which the U.S. defined benefit plan was frozen with respect to new participants. Messrs. Brodén and Crawford are the only NEOs who are eligible to receive a nonelective contribution. Effective January 1, 2021, the Company increased this nonelective contribution to 4% of annual compensation. Employees vest in Company contributions at the rate of 20% for each complete year of service. After five years of service, employees are fully vested in all Company contributions. Other Benefits The Company provides NEOs with other benefits that we believe are reasonable, competitive, and consistent with our overall executive compensation program. For details, see the “All Other Compensation” column in the 2020 Summary Compensation Table on page 50. The Company maintains medical and dental insurance, group life insurance, accidental death insurance, cancer insurance, and disability insurance programs for all For security and time-management reasons, certain officers of the Company occasionally travel on corporate aircraft for business and personal purposes. Personal travel on corporate aircraft and security services are provided where considered by the Board to be in the best interest of the Company and its business objectives. Executive Compensation Additional Executive Compensation Plan Practice and Procedures Stock Ownership Guidelines; Hedging and Pledging Restrictions The Company believes its executive officers and Directors should have a significant equity interest in the Company and has enforced stock ownership guidelines for executive officers and Non-employee Directors for almost two decades. The stock ownership guidelines, as amended on February 14, 2019, are as follows: Officers have four years from their hire or promotion date to satisfy their respective stock ownership requirements. Non-employee Directors have five years from the date first elected to the Board to satisfy these requirements. Upon any increase in these stock ownership guidelines or an increase in base salary or annual retainer, impacted individuals will have an additional two years from the effective date of the change to comply with the increased requirements. Ownership includes all shares held by the officer or Director and the individual’s spouse, as well as time-based, unvested restricted shares. PBRS and stock options (vested or unvested) do not count toward these stock ownership guidelines. Each current NEO and Director has stock ownership that exceeds the ownership guidelines or is working toward meeting the requisite guideline within the allowed time frame. Progress toward meeting the guidelines is reviewed regularly and reported to the Board. The Company’s insider trading policy prohibits our Directors, officers and other covered individuals from purchasing financial instruments (including derivatives and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our Common Stock (collectively, “hedges”), or entering into a 10b5-1 plan unless that plan is approved by the Compensation Committee. In addition, executive officers and Directors are prohibited from pledging the Company’s stock. All other covered individuals under the Company’s insider trading policy must obtain preapproval from the policy’s compliance officer before pledging Company stock as collateral for a margin account or other loan. The Company’s anti-hedging policy prohibits all other employees from engaging in hedges after February 13, 2020. Employment Agreements The Company has employment agreements with the NEOs (other than Mr. Brodén) and certain other executives in key roles. The agreements generally address role and responsibility; rights to compensation and benefits during active employment; termination in the event of death, disability, or retirement; termination for cause or without cause; and resignation by the employee. Some agreements also contain termination and related pay provisions in the event of a change in control. These change-in-control provisions do not apply unless there is both a change in control and either a termination by the Company without cause or a resignation by the executive for good reason. This is commonly referred to as a “double trigger” requirement. No agreement provides for excise tax gross-ups. Further, each agreement stipulates that the subject executive may not compete with the Company for a prescribed period following termination of employment, or disclose confidential information. Mr. Amos has voluntarily waived all “golden parachute” and other severance components in his employment agreement. The payments that may be made under each NEO’s employment agreement upon termination of employment under specified circumstances are described in more detail below under “Potential Payments Upon Termination or Change in Control.” Change-in-Control Policy and Severance Agreements The Company has no formal change-in-control or severance policy. However, as noted above, individual employment agreements incorporate provisions related to these matters. Executive Compensation Compensation Recovery (“Clawback”) Policy The Company has a “clawback” policy that allows the Compensation Committee to review any adjustment or restatement of performance measures and determine whether that adjustment or restatement warrants modifying or recovering non-equity incentive awards. If it is deemed that such a modification or recovery is appropriate, the Compensation Committee is charged with determining the amount of recovery and the officer group to be affected. Certain Tax Implications of Executive Compensation In evaluating the Company’s executive compensation structure, the Compensation Committee considers the tax and accounting treatment, balancing the effects on the individual and the Company. The Compensation Committee believes that the potential deductibility of the compensation payable under those programs should be only one of a number of relevant factors taken into consideration, and not the sole or primary factor, in establishing the cash and equity compensation programs for the executive officers. Section 162(m) of the Code generally limits to $1.0 million the amount of remuneration that the Company may deduct in any calendar year for certain executive officers. Prior to 2018, the Company structured annual incentive awards and long-term incentive awards with the intention of meeting the exception to this limitation for “performance-based” compensation, as defined in Section 162(m) of the Code, so that these amounts could be fully deductible for income tax purposes. The performance-based exception was eliminated effective as of January 1, 2018, and compensation paid to the NEOs in excess of $1.0 million will generally not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. While the Compensation Committee continues to consider the effect of the Section 162(m) deduction limit when designing the Company’s compensation programs, the Compensation Committee’s primary focus in its compensation decisions will remain on most productively furthering the Company’s business objectives and not on whether the compensation is deductible. Accordingly, the Compensation Committee will continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible. The Compensation Committee did not make significant changes to the Company’s executive compensation program for 2020 in response to the tax code changes. The Compensation Committee has reviewed and discussed the preceding CD&A with management and, based on that review and discussion, has recommended to the Board to include the CD&A in this Proxy Statement. Compensation Committee Joseph L. Moskowitz, Chair Executive Compensation 2020 Summary Compensation Table The following table provides information concerning total compensation earned or paid for 2020 and, to the extent required by the SEC disclosure rules, 2019 and 2018 to our CEO, CFO, and the three other most highly compensated executive officers who were serving as executive officers during 2020. These five officers are referred to as our NEOs in this Proxy Statement. Executive Compensation The following table identifies the amount of each item included for 2020 in the All Other Compensation column in the 2020 Summary Compensation Table. 2020 Nonqualified Deferred Compensation The following table identifies the incremental cost to the Company of each perquisite included for 2020 in the All Other Compensation table. Executive Compensation 2020 Grants of Plan-Based Awards The following table provides information with respect to the 2020 grants of plan-based awards to the NEOs. Executive Compensation 2020 Outstanding Equity Awards at Fiscal Year-End The following table provides certain information with respect to the equity awards outstanding at the 2020 fiscal year-end for the NEOs. Executive Compensation 2020 Option Exercises and Stock Vested The following table provides information with respect to options exercised and stock awards vested during 2020 for each of the NEOs. The Company maintains a tax-qualified, noncontributory defined benefit pension plan that cover the NEOs other than Messrs. Brodén and Crawford, and nonqualified supplemental retirement plans covering the NEOs other than Messrs. Brodén, Crawford and Kirsch. All of these plans were frozen before Messrs. Brodén and The Company does not credit extra years of service under any of its retirement plans, unless required by employment agreements upon certain termination events. Mr. Qualified Defined Benefit Pension Plan The Aflac Incorporated Defined Benefit Pension Plan (“Plan”) is a funded tax-qualified retirement program that covers all eligible U.S.-based employees. Benefits under the Plan are calculated in accordance with the following formula: Executive For purposes of the Plan, final average monthly compensation is the participant’s highest average compensation (salary and non-equity incentive plan compensation) during any five consecutive years of service within the ten consecutive plan years of service immediately preceding retirement. Participants are eligible to receive full retirement benefits upon attaining a retirement age of 65 or, if earlier, when their years of credited service plus age equals or exceeds 80. Participants with at least fifteen years of credited service are eligible to receive reduced retirement benefits upon reaching an early retirement age of 55. The Plan was frozen to new employees hired, or former employees rehired, on or after October 1, 2013. Benefits payable under the Plan are not subject to adjustment for Social Security benefits or other offsets. The benefits are paid monthly over the life of the participant, with joint and survivor options available at actuarially reduced rates. The maximum annual retirement benefit was limited, in accordance with Section 415 of the Internal Revenue Code, to $230,000 for 2020. The maximum annual compensation that may be taken into account when calculating retirement benefits was limited, in accordance with Section 401(a)(17) of the Internal Revenue Code, to $285,000 for 2020. The limitation amounts for future years will be indexed for cost-of-living adjustments. Executive Retirement Plan The Company’s U.S. Supplemental Executive Retirement Plan (“SERP”) is an unfunded and unsecured obligation of the Company and is not a tax-qualified plan. The SERP provides retirement benefits to certain officers of the Company in addition to those provided by the qualified Plan. Participation in the SERP is limited to certain key employees as periodically designated by the Compensation Committee. Currently, Mrs. Tillman is the only NEO who participates in the SERP. To be eligible for benefits under the SERP, participants generally must be employed with the Company or a subsidiary at age 55. The SERP was frozen to new participants effective January 1, 2015. The SERP includes a four-tiered benefit formula that provides for a benefit based on final three-year average compensation (base salary and non-equity incentive plan compensation) earned for a calendar year as described below. The annual benefit varies based on the participant’s age at retirement: 40% is paid to someone who retires between the ages of 55 and 59, 50% is paid to someone who retires between the ages of 60 and 64, and 60% is paid to someone who retires at or after the age of 65. Mrs. Tillman has met the SERP retirement benefit level of 40%. A reduced 30% benefit is available to participants with at least fifteen years of service who terminate employment prior to age 55. Benefits generally are payable in the form of an annuity for the life of the participant. The participant may elect to receive reduced lifetime benefits, in which case any surviving spouse will receive a benefit equal to 50% of the amount paid to the participant. Benefits are calculated based upon the average annual compensation for the three consecutive calendar years out of the final ten consecutive calendar years of employment that yield the highest average. Benefits under the SERP are subject to offset for amounts paid under the qualified Plan. Retirement Plan for Senior Officers The CEO is the only active employee who participates in the Retirement Plan for Senior Officers (“RPSO”). Participants in the RPSO receive full compensation (base salary and MIP) for the first twelve months after retirement. Thereafter, a participant may elect to receive annual lifetime retirement benefits equal to 60% of final compensation (base salary plus non-equity incentive), or 54% of final compensation with 50% of final compensation to be paid to a surviving spouse for a specified period after death of the participant. Final compensation is deemed to be the higher of either (i) the compensation paid during the last twelve months of active employment with the Company, or (ii) the highest compensation received in any calendar year of the last ten years preceding the date of retirement. Generally, no benefits are payable until the participant accumulates ten years of credited service at age 60, or twenty years of credited service. Reduced benefits may be paid to a participant who retires (other than for disability) before age 65 with less than twenty years of credited service. Mr. Amos has 47 years of credited service, meaning he is fully vested for retirement benefits under the RPSO. The RPSO was frozen to new participants on January 1, 2009. All benefits under the RPSO are subject to annual cost-of-living increases as approved by the Compensation Committee. Retired participants and their spouses also are entitled to receive full medical expense benefits for their lifetimes. The benefits payable under the RPSO are not subject to Social Security or qualified Plan offsets. Executive Compensation 2020 Pension Benefits The following table provides certain information regarding the Company’s pension benefits at December 31, 2020 and for the year then ended. Nonqualified Deferred Compensation The following table provides information on the NEOs’ participation in the Aflac Incorporated Executive Deferred Compensation Plan (“EDCP”). 2020 Nonqualified Deferred Compensation The EDCP allows certain U.S.-based officers, including the NEOs (the “Participants”), to defer up to 75% of their base salaries and their annual non-equity incentive awards. The Company may make discretionary matching or other discretionary contributions in such amounts, if any, that the Compensation Committee may determine each year. Executive Compensation The EDCP is subject to the requirements of Section 409A of the Internal Revenue Code. Deferred amounts earned and vested prior to 2005 (“grandfathered” amounts) under the EDCP are not subject to Section 409A’s requirements and continue to be governed generally under the terms of the EDCP and the tax laws in effect before January 1, 2005. All NEOs have met the applicable vesting requirements with the exception of Messrs. Brodén and Crawford. The amounts in the Aggregate Balance at Last Fiscal Year-End column include investment earnings (and losses) determined under phantom investments. Account balances may be invested in phantom investments selected by Participants from an array of investment options that substantially mirror the funds available under the Company’s 401(k) Plan, except for Common Stock. Participants can change their investment selections (unless prohibited by the fund) in the same manner that applies to participants in the 401(k) Plan. Each year, when Participants elect whether to defer compensation under the EDCP for the following year, they also elect the timing and form of future distributions arising from those deferrals, with a separate election permitted for each type of deferral (i.e., salary and non-equity incentive award). Specifically, a Participant may elect distributions beginning in a specific year (even if employment has not then ended) or beginning six months after the termination of employment. Participants may choose to have any distribution made in a lump sum or in up to ten annual installments. Employee deferrals are 100% vested. Distributions attributable to discretionary contributions are made in the form and at the time specified by the Company. A Participant may delay the timing and form of distributions attributable to deferrals as long as the change is made at least twelve months before the initial distribution date. With respect to non-grandfathered amounts, new elections also must satisfy the additional requirements of Section 409A. In general, Section 409A provides that distributions may not be accelerated (other than for hardships) and any delayed distribution may not begin earlier than five years after the original distribution date. Deferral amounts for which no distribution elections have been made are distributed in a lump sum six months after a Participant separates from service. Potential Payments Upon Termination or Change in Control Mr. Amos has voluntarily waived all “golden parachute” and other severance components in his employment agreement. The elimination and absence, respectively, of these potential payments are reflected in the 2020 Potential Payments Upon Termination or Change in Control table. For each remaining NEO (other than Mr. Brodén), the Company remains obligated to continue compensation and benefits for the scheduled term of the agreement if the NEO’s employment is terminated by the Company without “good cause” or by the NEO with “good reason.” The remaining term for each of these NEOs as of December 31, 2020 is as follows: Mr. Crawford, 30 months; Mr. Kirsch, 24 months; and Mrs. Tillman, 29 1/3 months. In addition, upon a termination by the Company without “good cause” or by any of the NEOs (including Mr. Amos) for “good reason,” all outstanding equity awards become fully vested, except that equity awards of the NEOs subject to Company performance will remain subject to that performance. Mrs. Tillman will not be entitled to continued compensation once she earns the maximum benefit under the SERP, but she has not yet earned the maximum SERP benefit. Messrs. Brodén, Crawford, and Kirsch do not participate in the SERP. If an NEO’s employment is terminated by the Company for “good cause,” or by the NEO without “good reason,” the Company generally is obligated to pay compensation and benefits only to the extent accrued by the date of termination. Under the employment agreements of the NEOs (other than Mr. Brodén), “good cause” generally means the Company has determined that any of the following have occurred or exist: (i) the willful failure by the NEO to substantially perform Executive Compensation The NEOs’ employment agreements provide that compensation and benefits continue for certain specified periods in the event the NEO becomes totally disabled. Upon the death of an NEO, the NEO’s estate is to be paid an amount, over a three-year period, equal to the NEO’s base salary and any non-equity incentive awards actually paid during the last three years of the NEO’s life. In addition, all outstanding equity awards will be honored and vest upon the date of death or disability. Upon a “change in control” of the Company, employment agreements for the NEOs (other than Messrs. Amos and Brodén) are extended for an additional three-year period. If, following a “change in control,” the employment of an NEO (other than Messrs. Amos and Brodén) is terminated by the Company without “good cause” or by the NEO for “good reason,” the Company must pay to the NEO, among other payments but in lieu of any further salary payments, a lump-sum severance payment equal to three times the sum of the NEO’s base salary and non-equity incentive award under the MIP (as paid during periods specified in the agreement). Amounts payable upon a “change in control” will be reduced to the extent they are not deductible by the Company for income tax purposes. If, following a “change in control,” the employment of an NEO is terminated by the Company without “good cause” or by the NEO for “good reason,” all of that NEO’s outstanding equity awards (except in the case of Messrs. Amos and Brodén) will become fully vested, and all performance criteria will be considered satisfied at the maximum performance level. A “change in control” generally is deemed to occur when (i) a person or group acquires ownership of 50% or more of the Common Stock; (ii) a person or group acquires ownership of 30% or more of the Common Stock over a consecutive twelve-month period; (iii) during any period of twelve consecutive months, a majority of individuals who constitute the Board are replaced without endorsement by a majority of the Board members at the beginning of the period; or (iv) a person or group acquires ownership of 40% or more of the total gross fair market value of the Company’s assets. Mrs. Tillman is a fully vested participant in the SERP. Under the SERP, in the event the Company terminates a participant’s employment within two years after a “change in control” other than for cause, or a participant terminates employment during such period for “good reason,” the participant will become 100% vested in her retirement benefits and entitled to receive a lump-sum amount equal to the actuarial equivalent of the annual retirement benefit to which she would have been entitled had she remained in the employ of the Company until (i) age 55 (in the case of a participant who is not yet 55); (ii) age 60 (in the case of a participant who is at least 55, but not yet 60); or (iii) age 65 (in the case of a participant who is at least 60, but not yet 65), as the case may be. A “change in control” will be deemed to occur under the same circumstances described above, but only with respect to the Company. “Cause” for this purpose generally means (i) the participant’s continued failure to substantially perform her duties with the Company (other than due to illness or after a participant gives notice of termination of employment for “good reason”) after a written demand for substantial performance is delivered to the participant by the Board, (ii) the participant’s engaging in conduct materially injurious to the Company, or (iii) the participant’s conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude. “Good reason” is generally defined for this purpose to include various adverse changes in employment status, duties, or compensation and benefits following a “change The following table reflects the amount of compensation payable to each of the NEOs in the event of termination of such executive’s employment under various termination scenarios. The amounts shown assume in all cases that the termination was effective on December 31, 2020, and, therefore, include amounts earned through such time and estimates of the amounts that would be paid to the NEOs upon their termination. Because a number of factors affect the nature and amount of any benefits actually paid, amounts paid or distributed may be different from those shown below. Mr. Amos and Mrs. Tillman are the only NEOs who are eligible to receive immediate retirement benefits. See “Pension Benefits” and “Nonqualified Deferred Compensation” above for more information. As noted in the following table, Executive Compensation 2020 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Executive Compensation The Company believes that executive pay should be internally consistent and equitable to motivate the Company’s employees and create shareholder value. To demonstrate the Company’s commitment to that principle, and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules adopted thereunder, we are disclosing the ratio of the annual total compensation of the Chairman and CEO, Mr. Daniel P. Amos, to the annual total compensation of the individual we have identified as the median employee for this purpose. As determined in accordance with applicable SEC rules, for 2020, the last completed fiscal year: Executive Compensation SEC rules permit us to identify our To calculate the CEO pay ratio for 2020, the Company identified the elements of such employee’s compensation for the entirety of 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (the basis for determining annual total compensation as reported in the Summary Compensation Table), resulting in annual total compensation in the amount of $63,740. Mr. Amos has been CEO of the Company since 1990 and Chairman since 2001. His long-standing tenure, coupled with normal changes in the calculation of his pension due to discount rate changes, causes his pension value (when calculated according to Item 402(c)(2)(x) of Regulation S-K) to vary greatly from year to year, which could cause large changes in the ratio. Equity Compensation Plan Information The following table provides information with respect to compensation plans under which our equity securities are authorized for issuance to our employees or Non-employee Directors, as of December 31, 2020. Representatives of KPMG LLP are expected to attend the 2021 Annual Meeting of Shareholders. These representatives may make a statement if they desire to do so, and will be available to respond to appropriate questions. The aggregate fees for professional services rendered to the Company by KPMG LLP for the two most recent calendar years were as follows: Pre-Approval Policies and Procedures The Audit and Risk Committee of the Board has considered whether the provision of the non-audit professional services is compatible with maintaining KPMG LLP’s independence and has concluded that it is. The Audit and Risk Committee pre-approves all audit and non-audit services provided by KPMG LLP in accordance with SEC rules, subject to the de minimis exceptions for non-audit services. Audit Matters Audit and Risk Committee Report The Audit and Risk Committee of the Company’s Board is composed of four Directors. The Board has determined that each member of the Audit and Risk Committee is independent as defined by the NYSE listing standards and SEC rules, is financially literate, and qualifies as an audit committee financial expert as defined by SEC rules. The Audit and Risk Committee operates under a written charter adopted by the Board. The charter, which is reviewed annually and complies with all current regulatory requirements, is available on the Company’s website, www.aflac.com, by clicking on “Investors,” then “Governance,” then “Governance Documents,” then “Audit & Risk Committee.” In 2020, the Audit and Risk Committee met twelve times. During these meetings committee members reviewed and discussed a variety of topics with management, KPMG (the Company’s independent registered public accounting firm), the internal auditors, the chief risk officer, the general counsel, the global security and chief information security officer, and others, including the Company’s earnings releases and SEC filings related to quarterly and annual financial statements, statutory insurance financial statement filings, and the Company’s system of internal control over financial reporting, including information security policies. The Audit and Risk Committee has discussed with, and received regular status reports from, the Company’s director of internal audit and KPMG on the overall scope and plans for their audits of the Company. The Audit and Risk Committee met with the internal auditors and KPMG, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting. The Audit and Risk Committee has monitored the Company’s compliance with Section 404 of the Sarbanes-Oxley Act regarding the reporting related to internal control over financial reporting. The monitoring process has included regular reports and representations by financial management of the Company, the internal auditors, and by KPMG. The Audit and Risk Committee also has reviewed the certifications of Company executive officers contained in the Annual Report on Form 10-K for the year ended December 31, 2020, as well as reports issued by KPMG related to its audit of the consolidated financial statements and the effectiveness of internal control over financial reporting. The Audit and Risk Committee is responsible for the appointment, compensation, retention, and oversight of the Company’s independent registered public accounting firm. In accordance with SEC rules and KPMG’s policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to the Company. The maximum number of consecutive years of service as lead audit partner is five years. The process for selecting the lead audit partner for the Company pursuant to this rotation policy involves a meeting between the Chair of the Audit and Risk Committee and prospective candidates, as well as discussions with the full Audit and Risk Committee and with management. The Audit and Risk Committee evaluates the performance of KPMG, including the senior members of the audit engagement team, each year and determines whether to re-engage KPMG or to consider other audit firms. In doing so, the Audit and Risk Committee considers the quality and efficiency of the services provided; the firm’s global capabilities, particularly in the U.S. and Japan; its technical expertise; its tenure as the Company’s independent registered public accounting firm (KPMG has served in this capacity since 1963); and its knowledge of the Company’s operations and industry. Based on this review and discussions with members of senior management, the Audit and Risk Committee concluded it was in the best interest of the Company and the shareholders to recommend KPMG to the Board to serve as the Company’s independent registered public accounting firm during 2020. Although the Audit and Risk Committee has the sole authority to appoint the independent auditors, the Audit and Risk Committee will continue its long-standing practice of recommending that the Board ask the shareholders to ratify this appointment for 2021 (see Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal 3)). The Audit and Risk Committee also discussed with KPMG those matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the PCAOB) and the Commission. The Audit and Risk Committee received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit and Risk Committee concerning independence, and has discussed with KPMG its independence. The Audit and Risk Committee considered with KPMG whether the provision of non-audit services provided by it to the Company during 2020 was compatible with its independence. In performing all of these functions the Audit and Risk Committee acts in an oversight capacity. The Audit and Risk Committee reviews the Company’s quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In its oversight role the Audit and Risk Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements and other reports, and of KPMG, which is engaged to audit and report on the consolidated financial statements of the Company and the effectiveness of the Company’s internal control over financial reporting. In reliance on these reviews and discussions, and the reports of KPMG, the Audit and Risk Committee has recommended to the Board, and the Board has approved, the audited financial statements to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC. For additional information, see the “The Audit and Risk Committee” section on page 14. Audit and Risk Committee Karole F. Lloyd, Chair W. Paul Bowers Georgette D. Kiser Joseph L. Moskowitz Audit Matters The Company recognizes that transactions between the Company and any of its Directors or executives can present potential or actual conflicts of interest and create the appearance that decisions are based on considerations other than the best interests of the Company and its shareholders. Accordingly, consistent with our Code of Business Conduct and Ethics, it is the Company’s preference to avoid such transactions. Nevertheless, there are situations where such transactions may be in, or not inconsistent with, the best interests of the Company and its shareholders. Therefore, the Company has adopted a written policy that requires the Audit and Risk Committee to review and, if appropriate, to approve or ratify any such transactions. Pursuant to the policy, the Audit and Risk Committee will review any transaction in which the Company is or will be a participant and the amount involved exceeds $120,000 in any fiscal year, and in which any of the following had, has, or will have a direct or indirect material interest: (i) a Director, (ii) an executive officer, (iii) a holder of more than 5% of the Company’s outstanding shares, (iv) an immediate family member of any of these persons, or (v) any firm, corporation, or other entity in which one of these persons is employed or is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial interest. During its review, the Audit and Risk Committee considers a number of factors, including whether the related person transaction is on terms no less favorable to the Company than may reasonably be expected in arm’s-length transactions. The Audit and Risk Committee will only approve or ratify those transactions that it determines in good faith are in, or are not inconsistent with, the best interests of the Company and its shareholders. Each of the following ongoing transactions has been reviewed and ratified by the Audit and Risk Committee: In 2013, Aflac Japan (then operating as a branch of Aflac) entered a lease for office space at the Marunouchi Center Building in Tokyo, Japan, which is owned by Chuo Real Estate Co., Ltd. The current lease has a term of 2 years. Mr. Toshihiko Fukuzawa who serves on the Company’s Board, was appointed as President and CEO of Chuo Real Estate Co., Ltd. in July 2018. The lease was in place prior to Mr. Fukuzawa’s service with Chuo Real Estate Co., Ltd., and he had no involvement in negotiations of the lease or in Aflac Japan’s decision to lease space in the Marunouchi Center Building. Mr. Fukuzawa receives no compensation from either the Company or Chuo Real Estate Co., Ltd. related to the lease. At the 2020 weighted average rate of 106.86 yen to the dollar, Aflac Japan paid the yen equivalent of $2,286,691 in rent under the lease during the 2020 calendar year. Mr. Max K. Brodén is the Executive Vice President, Chief Financial Officer and Treasurer of the Company. His spouse, Sabrina Pasini Brodén, has been employed with Aflac since January 2019. Prior to her employment with Aflac, she was an independent consultant in the marketing department. She is currently a Customer and User Experience Consultant. In 2020, her total compensation, including salary, bonuses, commissions to the employment agency and other benefits, was $128,087. The compensation for Sabrina Pasini Brodén is commensurate with that of her peers. Mr. J. Todd Daniels is the Executive Vice President, Chief Financial Officer of Aflac Japan. His spouse, Amy Jarreau Daniels, has been an employee of Aflac since April 2014. She is currently employed as a Sales Manager I. In 2020, her total compensation, including salary, bonuses and other benefits, was $722,879. The variable compensation structure for Amy Jarreau Daniels is commensurate with that of her peers. On December 19, 2018, the Company, and Aflac Japan and Japan Post Holdings Co., Ltd. (“Japan Post Holdings”) entered into a Basic Agreement regarding the “Strategic Alliance Based on Capital Relationship.” Pursuant to the Basic Agreement, Japan Post Holdings committed to acquire approximately 7% of the outstanding shares of the Company’s Common Stock via a trust and to treat the Company as an equity-method affiliate after application of the “10-for-1 rule” (the rule included in the Company’s Articles of Incorporation, as amended, pursuant to which, and subject to certain limited exceptions, each Common Share is entitled to ten votes after it has been held for 48 consecutive months by the same beneficial owner). Further, Japan Post Holdings and Aflac Japan agreed to reconfirm existing initiatives regarding cancer insurance and make reasonable efforts to further develop initiatives related to the continued growth of cancer insurance sales, such as positioning Aflac Japan cancer insurance as a product as important as Japan Post Insurance Co., Ltd (“JPI”) products in the sales strategies of Japan Post Holdings, Japan Post Co., Ltd. (“JPC”) and JPI, and promoting cancer insurance sales and managing promotion based on established sales targets. Under the Basic Agreement, Japan Post Holdings and Aflac Japan also agreed to consider new joint initiatives, including leveraging digital technology in various processes, cooperating in new product development to promote customer-centric business management, cooperating in domestic and/or overseas business expansion and joint investment in third party entities and cooperating with regard to asset management. Audit Matters On February 28, 2019, the Company entered into a Shareholders Agreement (the “Shareholders Agreement”) with Japan Post Holdings and certain of its affiliates. Pursuant to the Shareholders Agreement, Japan Post Holdings agreed to cause the J&A Alliance Trust, a New York voting trust (the “Trust”) to use commercially reasonable efforts to acquire, through open market or private block purchases in the United States, beneficial ownership of approximately 7% of the Common Stock in connection with the Basic Agreement. According to a Schedule 13G/A filed by Japan Post Holdings with the SEC on January 6, 2021, as of December 31, 2020 the Trust had beneficially acquired 7.45% of the number of Common Shares outstanding on October 19, 2020. Japan Post Holdings is the sole beneficiary of the Trust. Since 2008, the Company and Aflac Japan have maintained various commercial and contractual arrangements with Japan Post Holdings and certain of its affiliates. Under these arrangements, affiliates of Japan Post Holdings conduct the sale of Aflac cancer insurance policies in Japan and, among other things, provide supplemental support necessary or beneficial to effectuating the sale and servicing of such policies. Aflac Japan’s cancer insurance policies issued pursuant to these contractual arrangements constituted approximately 4.4% of earned premium for 2020, representing approximately 3.1% of Aflac Incorporated’s total consolidated earned premium for 2020. In exchange for facilitating such sales and other services including JPI’s acting as reinsurer for a certain percentage of the underwriting risk for Aflac Japan cancer insurance sold by JPC and JPI, affiliates of Japan Post Holdings collectively received approximately $101 million in commission and other payments from Aflac Japan during 2020. Beneficial Ownership of the Company’s Securities As of February 23, 2021, no person was the owner of record or, to the knowledge of the Company, beneficial owner of more than 5% of the outstanding shares of Common Stock or of the available votes of the Company other than as shown below. Stock Ownership Security Ownership of Directors The following information is provided with respect to each Director and Director nominee: Also includes the following shares: Stock Ownership Security Ownership of Management The following table sets forth, as of February 23, 2021, the number of shares and percentage of outstanding shares of Common Stock beneficially owned by: (i) our named executive officers, comprising our CEO, CFO, and the three other most highly compensated executive officers as listed in the Executive Compensation section of this Proxy Statement whose information was not provided under the heading “Proposal 1: Election of Directors,” and (ii) all Directors and executive officers as a group. COMMON STOCK BENEFICIALLY OWNED AND APPROXIMATE PERCENTAGE OF CLASS AS OF FEBRUARY 23, 2021 Delinquent Section 16(a) Reports Pursuant to Section 16 of the Securities Exchange Act of 1934, executive officers, Directors, and holders of more than 10% of the Common Stock are required to file reports of their trading in Company equity securities with the SEC. Based solely on a review of the copies of such reports received by the Company, or written representations from certain reporting persons, the Company believes that all filings required to be made by its reporting persons complied with all applicable Section 16 filing requirements during the last fiscal year with one exception: Dr. Barbara K. Rimer, a Director, did not timely report the sale of 1,005 shares of stock on December 11, 2020. A Form 4 for this transaction was filed on December 16, 2020. Solicitation and Revocation of Proxy This Proxy Statement is furnished to shareholders in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”), on behalf of the Company, for use at the Annual Meeting of Shareholders to be held on Monday, May 3, 2021 for the purposes set forth in the accompanying Notice of Annual Meeting and described in detail herein, and any adjournment of that meeting. The Annual Meeting will be held at 10 a.m. Eastern Time. We continue to monitor developments regarding the coronavirus (COVID-19). In the interest of the health and well-being of our shareholders, the Annual Meeting will be held solely by means of remote communication in a virtual meeting format. Details on how to participate are available at www.virtualshareholdermeeting.com/AFL2021 and investors.aflac.com. The mailing address of our principal executive offices is Aflac Incorporated, 1932 Wynnton Road, Columbus, Georgia 31999. All properly executed proxies returned to the Company will be voted in accordance with the instructions contained thereon. If you return your signed proxy with no voting instructions indicated, the proxy will be voted FOR the election of all Director nominees named in this Proxy Statement, FOR approval of Proposals 2 and 3, and according to the discretion of the proxy holders on any other matters that may properly come before the Annual Meeting or any postponement or adjournment thereof. If you are a shareholder of record, you also may submit your proxy online or by telephone in accordance with the procedures set forth in the enclosed proxy. Shareholders can revoke a proxy at any time before it is exercised by giving written notice to that effect to the Secretary of the Company or by submitting a later-dated proxy or subsequent internet or telephonic proxy. This Proxy Statement and the accompanying proxy are being delivered to shareholders on or about March 18, 2021. Solicitation of Proxies The Company will pay the cost of soliciting proxies. The Company will make arrangements with brokerage firms, custodians, and other fiduciaries to send proxy materials to their customers, and will reimburse these entities for the associated mailing and related expenses. In addition, certain officers and other employees of the Company may solicit proxies by telephone and by personal contacts, but those individuals will not receive additional compensation for these efforts. The Company has retained Georgeson LLC to assist in the solicitation of proxies for a fee of $10,000, plus reimbursement of reasonable out-of-pocket expenses. Proxy Materials and Annual Report As permitted by SEC rules, we are making these proxy materials available to our shareholders electronically. We believe providing online access to our critical documents will conserve natural resources and reduce the costs of printing and distributing our proxy materials. Accordingly, we have mailed to most of our shareholders a notice about the internet availability of this Proxy Statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 (“Annual Report”) instead of paper copies of those documents. The notice contains instructions on how to access our reports online, how to vote at proxyvote.com, and how to request and receive a paper copy of our proxy materials, including this Proxy Statement and our Annual Report. If you select the online access option for the Proxy Statement, Annual Report, and other account mailings, you will receive an electronic notice of availability of your proxy materials. If you do not receive a notice and did not already elect online access, you will receive a paper copy of the proxy materials by mail. For future documents, registered shareholders may select a method of delivery by visiting https://shareholder.broadridge.com/aflac. If you own shares indirectly through a broker, bank, or other nominee, please contact your financial institution for additional information regarding delivery options. Solicitation and Revocation of Proxy Multiple Shareholders Sharing the Same Address The Company is sending only one Annual Report and one Proxy Statement or notice of availability of these materials to shareholders who consented and who share a single address. This is known as “householding.” However, any registered shareholder who wishes to receive a separate Annual Report or Proxy Statement may contact Shareholder Services by phone at (706) 596-3581, by email at shareholder@aflac.com, or by mail at the address set forth above and we will promptly provide additional copies. If you receive multiple copies of the Annual Report or Proxy Statement or notice of availability of these materials, you may request householding by contacting Shareholder Services (if you are a registered shareholder) or by contacting the holder of record (if you own the Company’s shares through a bank, broker, or other holder of record). Description of Voting Rights The Company believes that long-term shareholders should have a greater say in our success. Accordingly, the Company’s Articles of Incorporation provide that each share of the Company’s Common Stock is entitled to one vote until it has been held by the same beneficial owner for a continuous period of longer than 48 months prior to the record date of the meeting, at which time each share becomes entitled to ten votes. If a share is transferred by gift, devise, or bequest, or otherwise through the laws of inheritance, descent, or distribution from the estate of the transferor, or by distribution to a beneficiary of shares held in trust, the transferee is deemed to be the same beneficial owner as the transferor for purposes of determining the number of votes per share. Shares acquired as a direct result of a stock split, stock dividend, or other distribution with respect to existing shares are deemed to have been acquired and held continuously from the date on which the underlying shares were acquired. Shares of Common Stock acquired pursuant to the exercise of a stock option are deemed to have been acquired on the date the option was granted. Shares of Common Stock held in “street” or “nominee” name are presumed to have been held for less than 48 months and are entitled to one vote per share unless this presumption is rebutted by evidence to the contrary. If you wish to demonstrate that you have held your Common Stock in street name for longer than 48 months, please complete and execute the affidavit appearing on the reverse side of your proxy. The Board may require evidence to support the affidavit. Quorum and Vote Requirements Holders of record of Common Stock at the close of business on February 23, 2021, will be entitled to vote at the Annual Meeting. At that date, the number of outstanding shares of Common Stock entitled to vote was 687,600,156. According to the Company’s records, this represents the following voting rights: If all of the outstanding shares were entitled to ten votes per share, the total number of possible votes would be 6,876,001,560. However, for purposes of this Proxy Statement, we assume that the total number of votes that may be cast at the Annual Meeting will be 1,113,510,468. The holders of shares representing a majority of the voting rights entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of any business that comes before the meeting. Abstentions are counted as “shares present” for purposes of determining whether a quorum exists. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes are counted as “shares present” at the Annual Meeting for purposes of determining whether a quorum exists. Solicitation and Revocation of Proxy The following table shows the voting requirements for each proposal we expect at the Annual Meeting. If a nominee who is already serving as a Director is not re-elected at the Annual Meeting in an uncontested election, Georgia law provides that Director would continue to serve on our Board as a “holdover director.” However, our Director Resignation Policy, which is part of the Company’s Guidelines on Significant Corporate Governance Issues, provides that holdover directors must tender a resignation to our Chairman of the Board. The Corporate Governance Committee will consider such resignation and recommend to the Board whether to accept or reject it. In considering whether to accept or reject the tendered resignation, the Corporate Governance Committee will consider all factors its members deem relevant, including the stated reasons why shareholders voted against such Director, the qualifications of the Director, and whether the resignation would be in the best interests of the Company and its shareholders. The Board will formally act on the Corporate Governance Committee’s recommendation no later than ninety days following the date of the Annual Meeting at which the election occurred. The Company will, within four business days after such decision were made, publicly disclose that decision in a Form 8-K filed with the SEC, together with a full explanation of the process by which the decision was made and, if applicable, the reasons for rejecting the tendered resignation. If there were a nominee who was not already serving as a Director, and that individual was not elected at the Annual Meeting, that nominee would not become a Director or a holdover director. In a contested election at an annual meeting of shareholders (meaning the number of nominees exceeds the number of Directors to be elected), the standard for election of Directors would be a plurality of the shares represented in person or by proxy at such meeting and entitled to vote on the election of Directors. Effect of Not Casting a Vote If you hold your shares in street name, it is critical that you provide voting instructions to the record owner. Your bank or broker is not permitted to vote shares you hold in street name without your instructions in the election of Directors (Proposal 1) or on the advisory vote on executive compensation (Proposal 2). Broker non-votes on these matters will have no effect on the outcome of the proposals. Your bank or broker may vote uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 3). If you are a shareholder of record and you do not return your proxy card, no votes will be cast on your behalf on any item of business at the Annual Meeting. The Board is not aware of any matters that are expected to come before the 2021 Annual Meeting other than those referred to in this Proxy Statement. If any other matter should come before the Annual Meeting, the people named in the accompanying proxy (or their substitutes) intend to vote the proxies in accordance with their best judgment. Submission of Shareholder Proposals and Nominations for the 2022 Annual Meeting Proposals for Inclusion in our 2022 Proxy Materials SEC rules permit shareholders to submit proposals to be included in our materials if the shareholder and the proposal satisfy the requirements specified in Rule 14a-8 under the Securities Exchange Act of 1934. For a shareholder proposal to be considered for inclusion in our proxy materials for the 2022 Annual Meeting of Shareholders, the proposal must be received at the address provided below by November 18, 2021. Director Nominations for Inclusion in our 2022 Proxy Materials Pursuant to our Proxy Access Bylaw Our proxy access Bylaw permits a shareholder (or a group of up to twenty shareholders) who owns shares of our outstanding Common Stock representing at least 3% of the votes entitled to be cast on the election of Directors, and who has owned such shares continuously for at least three years, to nominate and include in our proxy materials Director candidates constituting up to 20% of the Board, if the nominating shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. For the 2022 Annual Meeting of Shareholders, notice of a proxy access nomination must be received at the address provided below between October 19, 2021, and November 18, 2021. Other Proposals or Director Nominations to be Brought Before our 2022 Annual Meeting Our Bylaws set forth procedures for shareholders who wish to propose items of business or to nominate Director candidates that are not intended to be included in our proxy materials. For the 2022 Annual Meeting of Shareholders, notice of such proposals or nominations must be received at the address provided below between January 3, 2022, and February 2, 2022. In the unlikely event the Company moves the 2022 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date that is the one-year anniversary of this year’s Annual Meeting date (i.e., May 3, 2021), the Company must receive such notice no later than the close of business on the 10th day following the day on which notice of the meeting date is first mailed to shareholders or the Company makes a public announcement of the meeting date, whichever occurs first. Address for Submission of Notices and Additional Information All shareholder nominations of individuals for election as Both the proxy access and the advance notice provisions of our Bylaws require a shareholder’s notice of a nomination or other item of business to include certain information. Director nominees also must meet certain eligibility requirements. If you wish to introduce a nomination or other item of business, please review our Bylaws. Annual Report The Company has delivered a copy of its Shareholder Services The Company encourages you to vote. Please vote by internet or telephone, or sign, date, and return your proxy or voting instruction form in the prepaid envelope you received if you requested paper copies of our proxy materials. We encourage you to attend our By order of the Board of Directors, J. Matthew Loudermilk Appendix – Definition of The Proxy Statement includes references to the Company’s performance measures; These measures exclude items that the Company believes may obscure the underlying fundamentals and trends in insurance operations because they tend to be driven by general economic conditions and events, or are related to infrequent activities not directly associated with insurance operations. The Company defines Adjusted return on equity (ROE) excluding foreign currency impact is calculated using adjusted earnings excluding current period foreign currency impact divided by average shareholders’ equity, excluding accumulated other comprehensive income. The most comparable U.S. GAAP financial measure is return on average equity as determined using net earnings and average total shareholders’ equity. Adjusted earnings excluding current period foreign currency impact are computed using the average foreign currency exchange rate for the comparable prior-year period, which eliminates fluctuations driven solely by foreign currency exchange rate changes. The most comparable U.S. GAAP measure is net earnings. Adjusted earnings per diluted share Appendix – Definition of Non-U.S. GAAP Measures and Reconciliations to Corresponding U.S. GAAP Measures Adjusted revenues, excluding current period foreign currency impact are adjusted revenues calculated using the average foreign currency exchange rate for the comparable prior year period, which eliminates fluctuations driven solely by foreign currency exchange rate changes. The most comparable U.S. GAAP measure is total revenues. Due to the size of Aflac Japan, The RECONCILIATION OF U.S. GAAP NET EARNINGS TO ADJUSTED EARNINGS(1) (EXCLUDING FOREIGN CURRENCY) Table of Appendix – Definition of Non-U.S. GAAP Measures and Reconciliations to RECONCILIATION OF U.S. GAAP RETURN ON EQUITY (ROE) TO (EXCLUDING FOREIGN RECONCILIATION OF U.S. GAAP TOTAL REVENUES TO ADJUSTED REVENUES(1) (EXCLUDING CURRENT PERIOD FOREIGN CURRENCY IMPACT) After publishing our first ESG Report in 2020, we have taken an additional step of further integrating our reporting by combining key elements of the Year in Review, which provided a high-level view of operations and financials; and the Corporate Social Responsibility Report and the ESG Report, both of which featured the special way by which we balance profit and purpose to make a difference. The result of our efforts are found in one place, the Aflac Incorporated’s 2020 Business and Sustainability Report, at esg.aflac.com to make it easier for our shareholders and stakeholders to find this information. These disclosures align with the Global Reporting Initiative, United Nations Sustainable Development Goals, Task Force on Climate-Related Financial Disclosures, and the Sustainability Accounting Standards Board. At Aflac Incorporated, we strongly Visit AFLAC INCORPORATED (ONLY IF YOU AGREE WITH YOUR VOTING RIGHTS CAN YOU VOTE BY PHONE) Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 2, 2021 for shares held directly and by 11:59 p.m. Eastern Time on April 28, 2021 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/AFL2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 VOTE BY MAIL Sign here as name(s) appear(s) on account. If acting as Attorney, Executor, Trustee or in other representative capacity, please sign name and title. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement as well as the Annual Report on Form 10-K for the year ended We have been advised that many states are strictly enforcing escheatment laws and requiring shares held in “inactive” accounts to be escheated to the state in which the shareholder was last known to reside. One way you can ensure your account is active is to vote your shares. Therefore, it is very important that you vote. If you have moved, please provide your new address to Aflac Incorporated: Attn: Shareholder Services, 1932 Wynnton Road, Columbus, GA 31999; by phone 800.227.4756 or AFLAC INCORPORATED THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Daniel P. Amos and Audrey Boone Tillman as Proxies or either of them, each with the power to appoint his or her substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side, all the shares of Common Stock of Aflac Incorporated held of record by the undersigned on February 23, 2021, at the Annual Meeting of the Shareholders to be held on Monday, May 3, 2021, at 10:00 a.m., or any adjournment thereof. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS OF THE UNDERSIGNED SHAREHOLDER. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, THIS PROXY WILL BE VOTED "FOR" ALL DIRECTOR NOMINEES IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3, AND ACCORDING TO THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF. DESCRIPTION OF VOTING RIGHTS In accordance with the Shares of Common Stock held in Only if you do not agree with the voting rights shown on the front of this Proxy should you complete the following: Affidavit Under the penalties of perjury, I do solemnly swear that I am entitled to the number of votes set forth below becauseAflac Incorporated(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)Payment of Filing Fee (Check the appropriate box)PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):[X]☑ No fee required. [ ]☐Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ☐ [ ]Fee paid previously with preliminary materials.materials:☐ [ ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Formform or Scheduleschedule and the date of its filing.1) Amount Previously Paid:previously paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4)Date Filed:4) Date Filed: 
2018 7, 2018 10:00 am | Columbus Museum (the Patrick Theatre)3, 2021 at 10 a.m. ET1251 Wynnton Road, Columbus, Georgia
RelevantProductsProtectingAgainst●Rising out-of-pocket medicalexpenses, co-paysand deductiblesSOLDTHROUGHOur strategy for growth in the United States and Japan has remained straightforward and consistent for many years: develop relevant voluntary insurance products and sell them through expanded distribution channelsExpandedDistributionReachingCustomers●At the worksite●Through agentsand brokers●ThroughpartnershipsYIELDSNew Accountsand CustomersInsuring●More than 50million peopleand growingKey Differentiator:One Day PaySMProcess, approveand pay eligible claimsin one day●Enhances our brandreputation●Increases the trust ourpolicyholders have in Aflac●Helps Aflac stand out fromcompetitors●Customer feedback showsthat 93% of policyholderswho use One Day Pay saythey are likely to refer otherpeople to Aflac 
March 23, 2018Dear Fellow Shareholder:It is my pleasure to invite you to attend the 2018 Annual Meeting of Shareholders on Monday, May 7, 2018, where you can learn more about Aflac Incorporated’s recent business performance and strategy for the future. I encourage you to review the enclosed proxy materials and Aflac Incorporated’s 2017 Year in Review and Annual Report on Form 10-K to learn more about your company and our latest accomplishments. Then, please vote your shares, even if you plan to attend the Annual Meeting. We want to be sure your shares and your viewpoints are represented.Aflac Incorporated has always managed the business for the long term while keeping our more immediate financial objectives top of mind. Our activities are centered on providing protection to our policyholders, growing our business and driving shareholder value. By delivering on our promise to be there when policyholders need us most, paying claims fairly and promptly, and managing our business The Aflac Way, we’ve gained the trust of more than 50 million people worldwide.The following are some highlights that stand out from 2017:Growth: We generated $4.6 billion in net earnings. Operating earnings per diluted share on a currency-neutral basis increased 6.3% over 2016 despite a low rate environment in Japan and investments in our platform. U.S. sales grew 4.7% and Japan third sector sales grew 4.1%.Dividends: It is notable that our Board of Directors approved a 4.7% increase in the quarterly cash dividend to shareholders in 2017, marking the 35th consecutive year of dividend increases. This increase in the dividend placed us among a very elite category of companies.Aflac Japan Branch Conversion to a Subsidiary: We made significant progress in preparing for the conversion of the Aflac Japan branch to a subsidiary, which is expected to take place as early as April 1, 2018. Upon completing conversion, this structure will better align the Company with more common global regulatory practices and corporate structures, without disrupting the day-to-day operations.Corporate Culture and Activities:We believe that creating and maintaining a diverse working environment isn’t just an initiative; it’s the right thing to do for all of our constituents. Our commitment to maintaining a diverse corporate culture not only demonstrates how we include people who represent different viewpoints, but also the importance of maintaining a balance of historical perspectives with fresh viewpoints and new ideas at all levels of the Company, including our Board of Directors. Ultimately, ensuring diversity in our daily operations, among our management team and in the composition of the Board strengthens our ability to respond to all of our constituents the best way we can—The Aflac Way.Tax Reform Resources:I have always believed that if you take care of the employees, they’ll take care of the business. With this in mind, we took the opportunity presented by the recent U.S. tax reform to invest in our employees by enhancing our 401(k) plan and their benefits package, as well as accelerating reinvestment into our business. Additionally, from a philanthropic perspective, we dedicated a portion of those funds to the development and distribution of our “smart” robotic companion, called My Special Aflac Duck, for children battling cancer. You’ll be hearing much more on this initiative in 2018. These activities underscore our company culture and the very nature of what we do as a business: help protect a person’s financial health and well-being.In addition to the above-mentioned activities from 2017, I am pleased with the Board’s action to declare a two-for-one stock split of the Company’s common stock in the form of a 100% stock dividend distributed on March 16, 2018. As you’ll recall, this follows a year of strong share price performance and is on top of our announcement of the Board’s action to approve an increase in the first quarter cash dividend of 15.6%, reflecting overall strength in the Company’s capital position and an outlook for stable growth in earnings and deployable capital generation. This accelerated resetting of the dividend demonstrates our commitment to rewarding our shareholders.On a final note, on their retirement from the Board, I would like to offer my sincere gratitude to Kriss Cloninger, Elizabeth Hudson and Charles Knapp for their commitment to excellence and decades of dedicated service to the Company.Thank you for putting your faith, confidence and resources in Aflac Incorporated. As we look ahead, delivering on our promise will remain our priority because that is not only what sets us apart, it’s who we are.Sincerely,
Daniel P. AmosChairman, Chief Executive Officer and PresidentAFLAC INCORPORATED2018 PROXY STATEMENT
March 23, 2018To my Fellow Shareholders:It is a privilege for me to serve as Lead Non-Management Director on your behalf, and I am fortunate to have the opportunity to work with a diverse and experienced team of Board members who are dedicated to effectively and judiciously overseeing Aflac Incorporated’s corporate governance and business strategy. On behalf of my fellow directors, I want to share some of our key areas of focus over the past year.Shareholder EngagementI continue to work with the Company’s Investor Relations team and Corporate Secretary to ensure we listen to and consider the viewpoints and positions of those who invest in our business, and I’ve enjoyed engaging our investors and gaining insight into these perspectives. As a result, the Board continues to receive valued feedback related to our board practices, executive compensation structure and sustainability efforts, to name a few topics, which results in constructive discussions and actions representing you, our shareholders.Board Composition and RefreshmentThe Board engages in a regular self-evaluation process to ensure we maintain a cohesive, diverse and well-constituted board of high integrity that embodies the right balance of perspective, experience, independence, skill sets and subject matter experts required for prudent oversight of the Company. Recognizing the importance of striking the right balance of longstanding members who lend a historical perspective with newer members who infuse the Company with fresh viewpoints, we have added six new directors over the last five years. Most recently, Katherine Rohrer has brought to the Board a wealth of experience from her 30 years as a university leader, highlighted by a commitment to leading academic governance, priority-setting and financial management.Corporate ActivitiesA vital aspect of the Board’s responsibility is ensuring that the Company is well-positioned in both the short and long term. In 2017, the Board had oversight of a variety of corporate activities, including the process of converting Aflac’s Japan branch to a subsidiary. Among other activities, the Board oversaw the Company’s actions related to the U.S. tax reform as well as investments into the business. The Board takes an active role in activities such as these, which place the Company in a better position for the future as we focus not only on achieving our objectives, but also on caring for those who rely upon us in our communities.Executive Compensation ProgramIn response to feedback from investors and as alluded to last year, our long-term incentive compensation program has been modified to improve transparency and to ensure that our executives’ interests are aligned with those of our shareholders. We believe the new performance metrics appropriately motivate executives to focus on the long-term growth of the Company while also minimizing risk to policyholders and the Company.Risk OversightFinally, in this ever-changing environment, it is vitally important that our Board continually works to identify risks that are relevant to both the industry and to the Company. With Board members that represent a diverse cross-section of knowledge and experience, we are poised to oversee, identify and prepare for elements that could pose risks to Aflac.With these broad but vital topics in mind, I encourage you to review the accompanying proxy and associated materials and to vote your shares before our annual meeting on May 7, 2018.The Board looks forward to receiving and acting upon feedback from our investors, and we thank you for your support and the privilege of representing you and your shares.Sincerely,
Douglas W. JohnsonLead Non-Management DirectorAFLAC INCORPORATED2018 PROXY STATEMENTAFLAC INCORPORATED2018 PROXY STATEMENTTheYou are cordially invited to attend the Annual Meeting of Shareholders (“Annual Meeting”) of Aflac Incorporated (the “Company”). This year’s Annual Meeting will be held on Monday, May 7, 2018, at 10:00 a.m. ata completely “virtual meeting” of shareholders:
Date and Time 
Virtual (online only)(1) 
Record Date May 3, 2021
10:00 a.m. ETwww.virtualshareholdermeeting.com/AFL2021 Using your 16-digit control number included on your proxy card or notice February 23, 2021 Columbus Museum (inAnnual Meeting, vote, and submit your questions during the Patrick Theatre), 1251 Wynnton Road, Columbus, Georgia,webcast. The Annual Meeting will be held for the following purposes, all of which are described in the accompanying Proxy Statement:Description Board’s Recommendation Proposal 1
Page 1To elect as Directors of the Company the eleven nominees named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified 
FOR each of the eleven director nominees Proposal 2
Page 29To consider a non-binding advisory proposal on the Company’s executive compensation (“say-on-pay”) FOR Proposal 3
Page 62To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021 FOR 
1. to elect eleven Directors of the Company to serve until the next Annual Meeting and until their successors are duly elected and qualified; 3. to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018; and 2. to consider a non-binding advisory proposal on the Company’s executive compensation (“say-on-pay”); 4. to transact such other business as may properly come before the meeting and at any adjournments or postponements of the meeting. encourage you to take advantage of theoffer several easy and cost-effective Internet and telephone voting methods the Company offers.for your convenience.
Internet 
Telephone 
Internet:Telephone:Mail:In Person: Visitwww.proxyvote.com. You will need the 16-digit control number that appears on your proxy card.card or notice. If your shares are held in the name of a broker, bank, or other nominee, follow the telephone voting instructions, if any, provided on your proxy card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card. CompleteIf you received a full package by mail, complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.You may attend the Annual Meeting and vote orally or by ballot.(the “Board”).on behalf of the Company. The Proxy Statement and the Company’s 2017 Year in Review and Annual Report on Form 10-K for the year ended December 31, 2017,2020, are enclosed.* (2) The record date for determining which shareholders are entitled to vote at the Annual Meeting is February 28, 2018.23, 2021. Only shareholders of record at the close of business on that date will be entitled to vote at the Annual Meeting and any adjournment thereof.advance so that we may be assured of a quorum to transact business.advance. If you attend the Annual Meeting online, you may revoke your proxy andby submitting a vote in person.during the Annual Meeting.
23, 201818, 2021*(1)We continue to monitor developments regarding the coronavirus (COVID-19). In the interest of the health and well-being of our shareholders, the Annual Meeting will be held solely by means of remote communication. (2) Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 7, 2018.3, 2021: This Proxy Statement and the Annual Report are available at proxyvote.com.i2021 Proxy Statement AFLAC INCORPORATED2018 PROXY STATEMENTiii 
iv Aflac Incorporated 
2021 Proxy Statement v 
vi Aflac Incorporated 
2021 Proxy Statement vii 
Statement. This summaryStatement, but it does not contain all of the information that you should consider. For more information, please refer to the following:
To elect as Directors of the Company the eleven nominees named in this Proxy Statement 
FOReach nominee 
PAGE 1 
To consider a non-binding advisory proposal on the Company’s executive compensation (“say-on-pay”) FOR PAGE 29 
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm FOR PAGE 62 20172020 performance, please review the Company’s Annual Report on Form 10-K.10-K for the year ended December 31, 2020. In this Proxy Statement, the terms “Company,” “we,” or “our” refer to Aflac Incorporated, and theIncorporated. The term “Aflac” refers to the Company’s subsidiary, American Family Life Assurance Company of Columbus, which operates inColumbus. The term “Aflac U.S.” refers collectively to the Company’s United States (“insurance subsidiaries, Aflac; American Family Life Assurance Company of New York (Aflac New York), a wholly owned subsidiary of Aflac; Continental American Insurance Company (CAIC), branded as Aflac U.S.”)Group Insurance; and Tier One Insurance Company (TOIC); as well as Argus Dental & Vision, Inc. (Argus), a branchbenefits management organization and national network dental and vision company. The term “Aflac Japan” refers to Aflac Life Insurance Japan Ltd. The term “Aflac Global Investments” refers to the Company’s asset management subsidiary, Aflac Asset Management LLC and its management subsidiary in Japan, (“Aflac Japan”).Asset Management Japan Ltd.ANNUAL MEETING OFSHAREHOLDERSDateviiiMonday, May 7, 2018Aflac IncorporatedTime10:00 amPlaceColumbus Museum (the Patrick Theatre),1251 Wynnton Road,Columbus, GeorgiaRecord DateFebruary 28, 2018AGENDA AND VOTING MATTERSProposal Board
recommendationPage 1. to elect eleven Directors of the Company For each
nominee8 2. to consider a non-binding advisory proposal on the Company’s executive compensation (“say-on-pay”) For 61 3. to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm For 64 Information about our Board MembersBOARD TENUREDIVERSITY OF SKILLS AND EXPERIENCE2018 Non-management Directors (10)2018 Full Board of Directors (11)
6 of our 10 Non-managementDirectors are Minority or women
AFLAC INCORPORATED2018 PROXY STATEMENT1 DIRECTOR NOMINEESEach Director stands for election annually. The following table provides summary information about the nominees. Our Board believes it is appropriate to maintain a diverse balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas.Proxy Summary Committee Memberships Name Age Director
Since Ind. Audit
& RiskCompensation Corporate
DevelopmentCorporate
GovernanceExecutive Finance &
InvestmentCorporate
Social
Responsibility
&
SustainabilityDaniel P. Amos Chairman, Chief Executive
Officer and President of
Aflac Incorporated and Aflac 66 1983 CHAIR W. Paul Bowers Chairman, President and
Chief Executive Officer of
Georgia Power Co. 61 2013 ● ● CHAIR ● ● Toshihiko Fukuzawa President and CEO,
Yushu Tatemono Co., Ltd. 61 2016 ● ●* Douglas W. Johnson** Certified Public Accountant
and retired Ernst & Young LLP
audit partner 74 2004 ● CHAIR ● ● Robert B. Johnson Retired Senior Advisor,
Porter Novelli PR 73 2002 ● CHAIR ● ● Thomas J. Kenny Former Partner and Co-Head of
Global Fixed Income, Goldman
Sachs Asset Management 54 2015 ● ●
CHAIR* Karole F. Lloyd Certified Public Accountant
and retired Ernst & Young LLP
audit partner 59 2017 ● ● ● Joseph L. Moskowitz Retired Executive Vice President,
Primerica, Inc. 64 2015 ● ● ● ● Barbara K. Rimer, DrPH Dean and Alumni Distinguished
Professor, Gillings School of
Global Public Health, University
of North Carolina, Chapel Hill 69 1995 ● CHAIR ● ●
CHAIR*Katherine T. Rohrer Vice Provost Emeritus
at Princeton University 64 2017 ● ●* Melvin T. Stith Interim President of Norfolk State
University and Dean Emeritus of
the Martin J. Whitman School of
Management at Syracuse University 71 2012 ● ●
CHAIR* ●* *Effective May 7, 2018Proposal 1**Douglas W. JohnsonElection of DirectorsEach Director stands for election annually. The following provides summary information about the nominees. Our Board believes it is alsoappropriate to maintain a diverse balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas.
The Board of Directors recommends a vote FOR each of the Lead Non-Management Director.eleven nominees.
PAGE 1 Director Committee Memberships Name IND Age Since AR C CD CG CSR E FI 
DANIEL P. AMOS
Chairman and Chief Executive Officer, Aflac Incorporated 69 1983 ● ● 
W. PAUL BOWERS
Lead Director
Chairman and Chief Executive Officer of Georgia Power Co.● 64 2013 ● ● ● ● 
TOSHIHIKO FUKUZAWA
President and CEO, Chuo Real Estate Co., Ltd.● 64 2016 ● 
THOMAS J. KENNY
Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset Management● 57 2015 ● ● ● 
GEORGETTE D. KISER
Operating Executive, The Carlyle Group● 53 2019 ● ● 
KAROLE F. LLOYD
Certified Public Accountant and retired Ernst & Young LLP audit partner● 62 2017 ● ● ● 
NOBUCHIKA MORI
Representative Director, Japan Financial and Economic Research Co. Ltd.● 64 2020 
JOSEPH L. MOSKOWITZ
Retired Executive Vice President, Primerica, Inc.● 67 2015 ● ● ● ● 
BARBARA K. RIMER, DrPH
Dean and Alumni Distinguished Professor, Gillings School of Global Public Health, University of North Carolina, Chapel Hill● 72 1995 ● ● 
KATHERINE T. ROHRER
Vice Provost Emeritus, Princeton University● 67 2017 ● ● 
MELVIN T. STITH
Dean Emeritus of the Martin J. Whitman School of Management at Syracuse University● 74 2012 ● ● ● AR Audit & Risk CG Corporate Governance E Executive ● Independent C Compensation CSR Corporate Social
Responsibility &
SustainabilityFI Finance & Investment ● Chair CD Corporate Development ● Member 2021 Proxy Summary2StatementAFLAC INCORPORATEDix2018 PROXY STATEMENT 
nominees are minority and or women
2017 BusinessCorporate Governance HighlightsIn 2017, the Company delivered strong operating results.
Annual director elections Majority vote standard for director elections Independent Lead Director Active and responsive shareholder engagement process Annual Board evaluations, including individual director interviews Shareholder ability to call special meetings Shareholder right of proxy access Robust CEO succession planning process Director mandatory retirement age We generatednet earnings of$4.6 billion, which included a $1.9 billion benefit for U.S. Tax Reform. As a result, net earnings per diluted shareincreased 79.8%over 2016.Combined, we generated$2.4 billionin total new annualized premium sales in the United States and Japan, driven by a 4.1% increase in third sector sales (which includes cancer and medical insurance) in Japan and a 4.7% increase in sales in the United States.We increased the fourth quarter 2017 cash dividend by4.7%, marking the 35th consecutive year.Operating earnings per diluted share, excluding foreign currency effect,*increased 6.3% over 2016, meeting our objective for the 27th consecutive year.We repurchased approximately $1.35 billion (17.8 million)of the Company’s shares as part of a balanced capital allocation program.●2020 AVERAGEDIRECTORSUPPORTLAST FIVE-YEAR AVERAGEDIRECTORSUPPORT 
We generated a strong returncarefully consider the impact our actions will have on equity of 20.4%,our communities and our operating returnplanet – not only today, but in the years to come.We are invested in an inclusive and equitable work environment. • Fortune’s Most Admired Companies (20th time) • Ethisphere’s World’s Most Ethical Companies (15th consecutive year) • Bloomberg’s Gender-Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation, and transparency (2nd consecutive year) • Through its Women’s Empowerment Program, Aflac Japan surpassed its goal of reaching 30% of women in leadership positions (assistant manager or higher) one year ahead of schedule in 2019. Now, Aflac Japan has raised the bar and is on shareholders’ equity (“OROE”), excluding foreign currency and Tax Reform impacts*, forpace to a new target of filling 30% of manager or higher positions by women by the full year was 15.1%.end of 2025.
x Aflac Incorporated ●Proposal 2As of December 31, 2017, our capital ratios remained strong. Our risk-based capitalExecutive Compensation (“RBC”Say-on-Pay”) ratio was 831%. Our solvency margin ratio, the principal capital adequacy measure in Japan, was 1,064%. ●Total operating revenues declined 4.0%We are committed to $21.6 billion, reflecting planned reductionachieving a high level of premium income associatedtotal return for our shareholders. From the end of August 1990, when Daniel P. Amos was appointed the CEO, through December 31, 2020, the Company’s total return to shareholders, including reinvested cash dividends, has exceeded 7,689%, compared with first sector products in Japan. Total operating revenues on a currency-neutral basis* only declined 1.5% to $22.0 billion.●We anticipate completing2,326% for the conversion of our Japanese operations from a branch to a subsidiary on or about April 1, 2018. Converting to this structure will allowDow Jones Industrial Average, 2,088% for the Company to further align with emerging global best practices inS&P 500 Index, and 895% for the financial services sector and preserve existing state regulatory oversight inS&P 500 Life & Health Insurance Index over the United States, while also ensuring that our financial profile remains as strong as it is today. Post conversion, we plan to run our U.S. business closer to 500% RBC, unlocking $1.75 billion of excess capital between 2017 and 2019.same period. ●The operating earningsBoard of Directors recommends a vote FOR our executive compensation.PAGE 29 The Board’s independent Compensation Committee oversees the program. The Compensation Committee retains an independent compensation consultant that reports only to that Committee. The independent compensation consultant briefs the full Board annually on CEO pay and performance alignment. We were the first public company in the U.S. to voluntarily provide shareholders with a say-on-pay vote – three years before such votes became mandatory. Executive officers and Directors may not enter into 10b5-1 plans unless approved by the Compensation Committee or pledge the Company’s stock. All employees are prohibited from hedging Company stock. Executive officers and Directors have been subject to stock ownership guidelines for almost two decades. We have had a clawback policy since 2007. We do not provide for change-in-control excise tax gross-ups. All employment agreements contain double trigger change-in-control requirements. • U.S. and Japan sales(1) were decreased by 30.8% and 36.2%, respectively. • Total revenues decreased 0.7% to $22.1 billion. Total adjusted revenues increased 0.3% to $22.3 billion reflective of continued growth of the in-force business at both Aflac U.S. and Aflac Japan. Total adjusted revenues, excluding the impact ofcurrent period foreign currency metric is one ofimpact* decreased 1.0% to $22.0 billion.• Earnings per share (EPS) and Aflac U.S. earnings results were generally impacted positively with lower benefit ratios in the principal financial measures usedU.S. and overall lower expense run-rates. Aflac Japan’s strong performance was attributed almost entirely to evaluate management’s performance,net investment income as the positive impact on the benefit ratio from lower routine visits was offset by higher persistency.• We acquired Zurich Benefits which was a key step in the Company’s buy-to-build strategy to deliver best-in-class true group products to employers and unique solutions to distribution partners. Along with entering a growth market, we believe it continues to be a key driver of shareholder value.this portfolio expansion will increase producer productivity and assist with recruiting and retaining agents and expand broker markets. * OperatingAdjusted earnings per diluted share excluding foreign currency effect,impact, total operatingadjusted revenues, on a currency-neutral basisexcluding current period foreign currency impact, and operating return on shareholders’ equity,AROE excluding foreign currency and Tax Reform impacts,impact, are not calculated in accordance with generally accepted accounting principles in the United States (GAAP). See the Appendix to this Proxy Statement for definitions of these non-GAAP measures and reconciliation to the nearestmost comparable GAAP measure, as applicable.financial measure.(1) As defined in Item 1. Business in the Company’s 2020 Annual Report on Form 10-K. 2021 Proxy Statement Proxy SummaryxiAFLAC INCORPORATED2018 PROXY STATEMENT3 HighlightsOurThe total target direct compensation philosophymix for all employees2020 for (1) our CEO and (2) our CEO together with our other NEOs is to provide payillustrated in the following charts, and reflects the performance-based nature of our compensation program:CEO TARGET COMPENSATION MIX CEO + NEOs AVERAGE TARGET MIX 
2020
SAY-ON-PAYSUPPORTFIVE-YEAR
AVERAGE
SAY-ON-PAY
SUPPORT
is aligned withfor the Company’s results.past two consecutive years, our executive compensation received the voting support of 98% of our shareholders. We believe this is the most effective method for creating shareholder value and that it has played a significant role in making the Company an industry leader. Our pay-for-performance compensation program targets market median positioning and delivers the majority of direct compensation through performance-based elements. This ensures proper alignment withcontinued support reflects favorably on changes we have made to our shareholders and ties the ultimate value delivered to named executive officers to the Company’s performance.
The Company’s executive compensation program reflectsover the past few years to more tightly link compensation metrics to our corporate governancebusiness strategy while incorporating feedback received from our shareholders. We work hard to ensure we implement best practices principles:in executive compensation while staying focused on performance-based program elements that align with shareholder interests. As noted in the Program Changes for 2021 section of the Compensation Discussion and Analysis, the Compensation Committee has made changes to the Management Incentive Plan formula to include an ESG modifier for 2021. We will continue to review our compensation program each year to determine if additional changes are warranted.●
The Board’s independent Learn more in the Compensation Committee overseesDiscussion & Analysis under the program.heading “Outcome of 2020 Say-on-Pay Vote” ●Proposal 3Executive officers and Directors may not enter into 10b5-1 plans (unless approved by the Compensation Committee) or hedge or pledge the Company’s stock.Ratification of Auditors ●The CompensationIn February 2021, the Audit and Risk Committee retainsvoted to appoint KPMG LLP, an independent compensation consultant that reports onlyregistered public accounting firm, to that committee.●Executive officers and Directors have beenperform the annual audit of the Company’s consolidated financial statements for fiscal year 2021, subject to stock ownership guidelines for almost two decades.ratification by its shareholders. ●In 2017,The Board of Directors and the CEO’s annual LTI grant was transitionedAudit and Risk Committee recommend a vote FOR the ratification of the selection of KPMG LLP.PAGE 62 xii Aflac Incorporated 
The meeting webcast will begin promptly at 10 a.m., Eastern Standard Time, on Monday, May 3, 2021. We encourage you to access the meeting prior to the start time, as check-in will begin at 9:45 a.m. If you experience technical difficulties during the check-in process or during the meeting, please call the technical support number that will be posted on the virtual Annual Meeting log-in page for assistance. 2021 Proxy Statement xiii xiv Aflac Incorporated 
first public companyunique benefit of significant COVID-19-relevant expertise on the Board, specifically Dr. Barbara Rimer, who is Dean and Alumni Distinguished Professor of the Gillings School of Global Public Health at The University of North Carolina at Chapel Hill. Early on at the outbreak of the coronavirus, Dr. Rimer advised the Company about the emerging threat of the virus, which prompted us to immediately implement travel restrictions, shift to working remotely, and instate several social distancing measures both in Japan and the U.S. We took immediate action to ramp up work-from-home staffing models with more than 75% of onsite employees in Japan and more than 90% of onsite employees in the U.S. working from home by the end of April 2020, which ensured business continuity with little disruption in operations. In addition, the Company adjusted its approach to voluntarily provide shareholdersemployee benefits to accommodate the need for extended paid leave and to account for school closings.a say-on-pay vote–three years before such votes became mandatory.management increased exponentially during this unprecedented time, including receiving weekly COVID-19 reports from management’s global crisis management team. ●All employment agreements contain double trigger change-in-control requirements.Executive Compensation Program ChangesFrom our first voluntary “say-on-pay” advisory vote in 2008 until 2013, the Company received endorsement rates from our shareholders that averaged more than 96%.In recent years, the support for our executive compensation program has been less favorable: approximately 86% of our shareholders voted in favor of our 2016 say-on-pay proposal and 81% voted in favor of our 2017 say-on-pay proposal. In response, we have implemented several changes to our executive compensation program over the past few years. These changes are described in the Compensation Discussion & Analysis under the heading “Response to Say-on-Pay Vote.”Most recently, in 2017 the Company began to grant the CEO’s annual LTI award at a competitive level considering peer market data, the Company’s performance, and the tenure and performance of the CEO. These changes reflect the Company’s engagement in shareholder outreach efforts and analysis of best practices with regard to executive compensation.In addition, the Compensation Committee has approved changes to the management incentive program and the LTI award program for executives other than the CEO. The management incentive program now reflects fewer metrics, and takes into account a new definition of operating earnings, which aligns with how we report on this measure. Furthermore, the Aflac Japan direct premium metric focuses on third sector sales, our main line of business in Japan. The 2017 LTI program follows a simplified approach recommended by our independent compensation consultant that is consistent with long-term incentive plans offered by our peers.We work hard to ensure we continue to lead in executive compensation best practices, and stay focused on performance-based program elements that align with shareholder interests. Accordingly, we will continue to review our compensation program to determine if additional changes should be made.2021 Proxy Summary4StatementAFLAC INCORPORATED2018 PROXY STATEMENT1 Solicitation and Revocation of ProxyThis Proxy Statement is furnished to shareholders in connection with the solicitation of proxies by the Board of the Company for use at the Annual Meeting of Shareholders to be held on Monday, May 7, 2018, and any adjournment thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders and described in detail herein. The Annual Meeting will be held at 10 a.m. at the Columbus Museum (in the Patrick Theatre), 1251 Wynnton Road, Columbus, Georgia.The mailing address of our principal executive offices is Aflac Incorporated, 1932 Wynnton Road, Columbus, Georgia 31999.All properly executed proxies returned to the Company will be voted in accordance with the instructions contained thereon. If you return your signed proxy with no voting instructions indicated, the proxy will be voted FOR the election of all Director nominees named in this Proxy Statement, FOR approval of Proposals 2 and 3, and according to the discretion of the proxy holders on any other matters that may properly come before the Annual Meeting or any postponement or adjournment thereof. If you are a shareholder of record, you also may submit your proxy online or by telephone in accordance with the procedures set forth in the enclosed proxy, or you may vote in person at the Annual Meeting. Shareholders can revoke a proxy at any time before it is exercised by giving written notice to that effect to the Secretary of the Company or by submitting a later-dated proxy or subsequent internet or telephonic proxy. Shareholders who attend the Annual Meeting may revoke any proxy previously granted and vote in person orally or by written ballot.This Proxy Statement and the accompanying proxy are being delivered to shareholders on or about March 23, 2018.Corporate Governance MattersSolicitation of ProxiesBoard CompositionThe Company will pay the cost of soliciting proxies. The Company will make arrangements with brokerage firms, custodians, and other fiduciaries to send proxy materials to their customers, and will reimburse these entities for the associated mailing and related expenses. In addition, certain officers and other employees of the Company may solicit proxies by telephone and by personal contacts, but those individuals will not receive additional compensation for these efforts. The Company has retained Georgeson LLC to assist in the solicitation of proxies for a fee of $9,500, plus reimbursement of reasonable out-of-pocket expenses.Proxy Materials and Annual ReportAs permitted by SEC rules, we are making these proxy materials available to our shareholders electronically. We believe providing online access to our critical documents will conserve natural resources and reduce the costs of printing and distributing our proxy materials. Accordingly, we have mailed to most of our shareholders a notice about the internet availability of this Proxy Statement and the Company’s 2017 Year in Review and Annual Report on Form 10-K for the year ended December 31, 2017 (together, the “Annual Report”) instead of paper copies of those documents. The notice contains instructions on how to access our reports online, how to vote at proxyvote.com, and how to request and receive a paper copy of our proxy materials, including this Proxy Statement and our Annual Report. If you select the online access option for the Proxy Statement, Annual Report, and other account mailings throughaflinc®, the Company’s secure online account management system, you will receive electronic notice of availability of your proxy materials. If you do not receive a notice and did not already elect online access, you will receive a paper copy of the proxy materials by mail.AFLAC INCORPORATED2018 PROXY STATEMENT5Multiple Shareholders Sharing the Same AddressThe Company is sending only one Annual Report and one Proxy Statement or notice of availability of these materials to shareholders who consented and who share a single address. This is known as “householding.” However, any registered shareholder who wishes to receive a separate Annual Report or Proxy Statement may contact Shareholder Services by phone at (800) 227-4756, by email at shareholder@aflac.com, or by mail at the address set forth above. If you receive multiple copies of the Annual Report or Proxy Statement or notice of availability of these materials, you may request householding by contacting Shareholder Services (if you are a registered shareholder) or by contacting the holder of record (if you own the Company’s shares through a bank, broker, or other holder of record).The Company believes that long-term shareholders should have a greater say in our success. Accordingly, the Company’s Articles of Incorporation provide that each share of the Company’s Common Stock is entitled to one vote until it has been held by the same beneficial owner for a continuous period of longer than 48 months prior to the record date of the meeting, at which time each share becomes entitled to ten votes. If a share is transferred by gift, devise, or bequest, or otherwise through the laws of inheritance, descent, or distribution from the estate of the transferor, or by distribution to a beneficiary of shares held in trust, the transferee is deemed to be the same beneficial owner as the transferor for purposes of determining the number of votes per share. Shares acquired as a direct result of a stock split, stock dividend, or other distribution with respect to existing shares are deemed to have been acquired and held continuously from the date on which the underlying shares were acquired. Shares of Common Stock acquired pursuant to the exercise of a stock option are deemed to have been acquired on the date the option was granted.Shares of Common Stock held in “street” or “nominee” name are presumed to have been held for less than 48 months and are entitled to one vote per share unless this presumption is rebutted by evidence to the contrary. If you wish to demonstrate that you have held your Common Shares in street name for longer than 48 months, please complete and execute the affidavit appearing on the reverse side of your proxy. The Board may require evidence to support the affidavit.On February 13, 2018,Information about the Board declared a two-for-one stock split to be distributed on March 16, 2018, to shareholders of record at the close of business on March 2, 2018. Because such distributions are subsequent to the record date for the meeting, all share information in this Proxy Statement is presented on a pre-split basis.Holders of record of Common Stock at the close of business on February 28, 2018, will be entitled to vote at the Annual Meeting. At that date, the number of outstanding shares of Common Stock entitled to vote was 388,918,509. According to the Company’s records, this represents the following voting rights:Number of shares Votes per share Yields this many votes 361,028,933 @ 1 = 361,028,933 27,889,576 @ 10 = 278,895,760 388,918,509 Total 639,924,693 If all of the outstanding shares were entitled to ten votes per share, the total number of possible votes would be 3,889,185,090. However, for purposes of this Proxy Statement, we assume that the total number of votes that may be cast at the Annual Meeting will be 639,924,693.The holders of a majority of the voting rights entitled to vote at the Annual Meeting, present in person or represented by proxy, will constitute a quorum for the transaction of such business that comes before the meeting. Abstentions are counted as “shares present” for purposes of determining whether a quorum exists. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal becauseDirectorsSolicitationSkills and Revocation of ProxyExperience| Multiple Shareholders Sharing the Same Address
6AFLAC INCORPORATED2018 PROXY STATEMENTthe nominee does not have discretionary voting power with respect to that item and has not received voting instructions from the beneficial owner. Broker non-votes are counted as “shares present” at the Annual Meeting for purposes of determining whether a quorum exists.The following table shows the voting requirements for each proposal we expect at the Annual Meeting.ProposalVote required to PassEffect of abstentions and broker non-votesUncontested election of directorsVotes cast for a nominee exceed votes cast against that nomineeAbstentions and broker non-votes are not counted as votes cast and have no effectAdvisory say-on-payMajority of the votes castAbstentions and broker non-votes are not counted as votes cast and have no effectRatification of the Independent Registered Public Accounting FirmMajority of the votes castAbstentions are not counted as votes cast and have no effect. Brokers and other nominees may vote without instructions, so we do not expect broker non-votes.If a nominee who is already serving as a Director is not re-elected at the Annual Meeting in an uncontested election, Georgia law provides that Director would continue to serve on our Board as a “holdover director.” However, our Director Resignation Policy provides that holdover directors must tender a resignation to our Chairman of the Board. The Corporate Governance Committee will consider such resignation and recommend to the Board whether to accept or reject it. In considering whether to accept or reject the tendered resignation, the Corporate Governance Committee will consider all factors its members deem relevant, including the stated reasons why shareholders voted against such Director, the qualifications of the Director, and whether the resignation would be in the best interests of the Company and its shareholders. The Board will formally act on the Corporate Governance Committee’s recommendation no later than ninety days following the date of the Annual Meeting at which the election occurred. The Company will, within four business days after such decision is made, publicly disclose that decision in a Form 8-K filed with the SEC, together with a full explanation of the process by which the decision was made and, if applicable, the reasons for rejecting the tendered resignation. If a nominee who was not already serving as a Director is not elected at the Annual Meeting, that nominee would not become a Director or a holdover director.In a contested election at an annual meeting of shareholders (meaning the number of nominees exceeds the number of Directors to be elected), the standard for election of Directors would be a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of Directors.If you hold your shares in street name, it is critical that you provide voting instructions to the record owner. Your bank or broker is not permitted to vote without your instructions in the election of Directors or on the advisory vote on executive compensation. Broker non-votes on these matters will have no effect on the outcome of the proposals. Your bank or broker may vote uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Proposal 3).If you are a shareholder of record and you do not return your proxy card, no votes will be cast on your behalf on any item of business at the Annual Meeting. If you return a signed proxy card but do not give voting instructions, your proxy will be voted FOR the election of all Director nominees named in this Proxy Statement, FOR approval of Proposals 2 and 3, and according to the discretion of the proxy holders on any other matters that may properly come before the Annual Meeting or any postponement or adjournment thereof.Solicitation and Revocation of Proxy| Quorum and Vote RequirementsAFLAC INCORPORATED 2018 PROXY STATEMENT7Proposal 1: Election of DirectorsThe Company proposes that the following eleven individuals be elected to the Board. These individuals have been nominated by the Corporate Governance Committee of the Board and, if elected, are willing to serve until the next Annual Meeting of Shareholders and until their successors have been elected and qualified. The people named in the accompanying proxy (or their substitutes) will vote to elect these nominees unless specifically instructed to the contrary. However, if any nominee becomes unable or unwilling to serve or is otherwise unavailable for election, the people named in the proxy (or their substitutes) will have discretionary authority to vote or to refrain from voting on any substitute nominee. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve.We expect all of our directors to have a demonstrated ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company. As shown below, our nominees have a range of skills and experience in areas that are critical to our industry and our operations. All of the nominees are currently members of our Board. Dr. Rohrer was appointed as a director, upon the recommendation of the Corporate Governance Committee, on November 14, 2017. Dr. Rohrer was recommended for the Board by the Chair of the Corporate Governance Committee.DIRECTOR SKILLS SUMMARYNameIndependent Marketing andPublic Relations
Current orformer CEOOperationsExperienceJapanese MarketExperienceInvestment andFinancial ExpertiseRegulatory and RiskMgmt. ExperienceIndustryExperiencePublic HealthExperienceDaniel P. AmosMarketing and Public Relations●●●●●●●W. Paul Bowers●●●●●●Toshihiko Fukuzawa●●●●●●Douglas W. Johnson● Current or former CEO ● ● ● Robert B. JohnsonOperations Experience ● ●Japanese Market Experience Investment and Financial Expertise Regulatory and Risk Mgmt. Experience Industry Experience Public Health Experience ● Digital/Cybersecurity Experience ●Thomas J. Kenny ●●●●Karole F. Lloyd●●●●Joseph L. Moskowitz●●●●●Barbara K. Rimer, DrPH●Race/Ethnicity: White Black or African American ● ●Katherine T. Rohrer● ●Asian ●● Melvin T. Stith●●Gender: ● ●Male Female 
The Board of Directors recommends a vote“for” the election of each of the following nominees as directors.82AFLAC INCORPORATED2018 PROXY STATEMENTAflac Incorporated Chairman,and AflacMr. Amos has been Chief Executive Officer of the Company and Aflac since 1990, Chairman since 2001 and named President of Aflac in July 2017 and President of Aflac Incorporated in February 2018. He has spent 39from February 2018 through December 2019. He has spent 40 years in various positions at Aflac.threefour years. CR Magazine recently honored him with a Lifetime Achievement Award for his dedication to corporate responsibility.
●DIRECTOR SINCE Synovus Financial Corp.(2001 to 2011)●COMMITTEES Southern Company(2000 to 2006)
INDEPENDENTAGE61DIRECTOR SINCE2013COMMITTEESCorporate Development (Chair)Audit and Risk*Corporate Social Responsibility & Sustainability
Finance and Investment*Financial ExpertW. Paul Bowers Chairman, President and Chief Executive Officer of Georgia Power Co. president and chief executive officer of Georgia Power, the largest subsidiary of Southern Company, a gas and electricity utility holding company, since 2011. He also served as president of Georgia Power from 2011 until November 2020. Before that, Mr. Bowers served as chief financial officer of Southern Company from 2008 to 2010. Previously, he served in various senior executive positions across Southern Company in Southern Company Generation, Southern Power, and the company’s former U.K. subsidiary, where he was president and chief executive officer of South Western Electricity LLC/Western Power Distribution. Mr. Bowers has announced his anticipated retirement from Georgia Power in April this year.knowledge;knowledge, national and international business experience including operating in a highly regulated industry;industry, and expertise in corporate development and managing the evolving risks associated with cyber security.cybersecurity.●• Chair, Atlanta Committee for Progress(2016)●• Nuclear Electric Insurance Ltd.(since 2009)●• Board of Regents of the University System of Georgia(since 2014)(2014-2018)●• Federal Reserve Bank of Atlanta’s Energy Policy Council(2008-2018)2008)2019) and Audit Committee Chair (since 2019)
Proposal 1: Election of DirectorsAFLAC INCORPORATED2018 PROXY STATEMENT9
AGE61LEAD NON-MANAGEMENT DIRECTORDIRECTOR SINCEAGE201664COMMITTEESDIRECTOR SINCEFinanceCOMMITTEESInvestmentRisk*2021 Proxy Statement (beginning May 7, 2018)Toshihiko Fukuzawa President and CEO of Yushu Tatemono Co., Ltd3 since, also a real estate development and leasing company in Japan, from June 2015 where he also serves as a representative director.to June 2018. He served as deputy president and a representative director at Mizuho Trust & Banking Co., Ltd. from April 2013 to March 2015, as managing executive officer and head of the IT System Group at Mizuho Bank Ltd. from June 2011 to March 2013, and as deputy president and a representative director at Mizuho Information & Research Institute Inc. from June 2009 to June 2011. BetweenFrom 2002 andto 2009, he held executive officer and general manager positions at Mizuho Bank, Ltd. and affiliated companies, part of Mizuho Financial Group, Inc. Mr. Fukuzawa held various positions of increasing responsibility at Dai-Ichi Kangyo Bank, Ltd., from 1979 until 2002.which he joined in 1979. has gained extensive business and IT knowledge and experience with a wide range of Japanese financial services institutions, including insurance companies. He provides the Board with valuable insight and expertise relevant to the Company’s Japanese business.
INDEPENDENTAGE74DIRECTOR SINCE2004LEAD NON-MANAGEMENT DIRECTORCOMMITTEESAudit and Risk* (Chair)CompensationExecutive*Financial ExpertDouglas W. Johnson Certified Public Accountant and retired Ernst & Young LLP audit partnerMr. Johnson is a certified public accountant who retired as an Ernst & Young LLP audit partner in 2003. He spent the majority of his career focusing on companies in the life, health and property/casualty segments of the insurance industry. During Mr. Johnson’s thirty-year tenure with Ernst & Young and its predecessor firms, he was coordinating partner of several large multinational insurance companies and for the firm’s largest American insurance client.SKILLS AND RECOGNITIONMr. Johnson’s work experience includes extensive coordination with the audit committees of publicly held insurance companies. His finance experience and leadership skills enable him to make valuable contributions to our Audit and Risk Committee, where he serves as the Chair.OTHER BOARD OR LEADERSHIP POSITIONS
●INDEPENDENT Member, American Institute of Certified Public Accountants (AICPA)Proposal 1: Election of Directors10AFLAC INCORPORATED2018 PROXY STATEMENT
INDEPENDENTAGE73DIRECTOR SINCE2002COMMITTEESCompensation (Chair)Corporate GovernanceExecutiveRobert B. Johnson Retired Senior Advisor, Porter Novelli PRMr. Johnson retired from Porter Novelli PR, where he was a senior advisor from 2003 until 2014. Until 2008, he served as chairman and CEO of the One America Foundation, an organization that promotes dialogue and solidarity among Americans of all races and provides education, grants and technical equipment to disadvantaged youth. Before that, he served in President Clinton’s administration as an assistant to the President and director of the President’s initiative for One America. He served two years in the Carter Administration, and then was the Business Regulations Administrator for Washington, D.C.SKILLS AND RECOGNITIONMr. Johnson has extensive experience in political and media strategic planning and community involvement. He also brings to the Board substantial experience in executing public relations strategies and promoting diversity.OTHER BOARD OR LEADERSHIP POSITIONS●AGE Deputy chair, Democratic National Committee(2003 to 2004)
AGEDIRECTOR SINCE542016DIRECTOR SINCECOMMITTEES2015COMMITTEES
Investment (Chairman beginning May 7, 2018)Corporate DevelopmentFORMER PARTNER AND CO-HEAD OF GLOBAL FIXED INCOME, GOLDMAN SACHS ASSET MANAGEMENTThomas J. Kenny Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset ManagementFunds Board trusteea financial services organization, since 2011. He has served as chair of the board since September 2017. He recently servedcurrently serves as the chairChair of the TIAA-CREF Funds Board of Trustees, previously served as Chair of the Investment Committee, and also currently sits on the TIAA-CREF Funds Operations Committee.Audit and Compliance, Investment and Nominating and Governance Committees. Prior to his role at TIAA-CREF, Mr. Kenny held a variety of leadership positions at Goldman Sachs for twelve years, most recently serving as partner and advisory director. He also served as co-head of the Global Cash and Fixed Income Portfolio team at Goldman Sachs Asset Management, where he was responsible for overseeing the management of more than $600 billion in assets across multiple strategies with teams in London, Tokyo, and New York. Before joining Goldman Sachs, Mr. Kenny spent thirteen years at Franklin Templeton. He is a CFA charter holder.●• CREF Board of Trustees, Chairman●• TIAA-CREF Fund Complex Complex:●• TIAA-CREF Fund Complex Investment Committee●• TIAA-CREF Fund Complex OperationsAudit and Compliance Committee●• TIAA-CREF Fund Complex Nominating and Governance CommitteeProposal 1: Election of DirectorsAFLAC INCORPORATED(since 2017)2018 PROXY STATEMENT11
INDEPENDENT•Ad Hoc CREF Special Projects Committee (since 2020)
AGE59DIRECTOR SINCE2017COMMITTEESAudit and Risk*Finance and InvestmentINDEPENDENT
Corporate Development
Corporate Social Responsibility and Sustainability4 Aflac Incorporated 
Karole F. Lloyd Certified Public Accountant and retired Ernst & Young LLP audit partnerboard of Ernst & Young,US Executive Board, Americas Operating Executive and the Global Practice Group for EY, and has extensive experience in the audits of large financial services, insurance, and health care companies. Ms. Lloyd served many of EY’s highest profile clients through mergers, IPOs, acquisitions, divestitures, and across numerous industries including banking, insurance, consumer products, transportation, real estate, manufacturing, and retail. She has served as an audit partner for publicly held companies in both the United States and Canada. Ms. Lloyd’s other experience includes leadership and consulting with respect to financial reporting, board governance and legal matters, regulatory compliance, internal audit, and risk management.●• Churchill Downs Incorporated and Audit Committee (since 2018)●• The University of Alabama Board of Visitors for the Commerce and Business School(since 2001)●• Atlanta Symphony Orchestra Board of Directors(since 2010)●• Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee(2009 to 2016)(2009-2016)
INDEPENDENT
2021 Proxy Statement 5 
2015COMMITTEESAudit and Risk*CompensationRETIRED EXECUTIVE VICE PRESIDENT, PRIMERICA, INC.Corporate Development*Financial ExpertJoseph L. Moskowitz Retired Executive Vice President, Primerica, Inc.●• Fellow, Society of Actuaries●• Member, American Academy of ActuariesProposal 1: Election of Directors12AFLAC INCORPORATED2018 PROXY STATEMENT
INDEPENDENTAGE69INDEPENDENTDIRECTOR SINCEAGE199567COMMITTEESDIRECTOR SINCECorporate Governance(Chair) (until May 7, 2018)Corporate Social Responsibility & Sustainability(Chair beginning May 7, 2018)2015Barbara K. Rimer, DrPH Dean and Alumni Distinguished Professor, Gillings School of Global Public Health, University of North Carolina, Chapel Hill6 Aflac Incorporated has beenwas reappointed twice since then. Her insight and leadership with respect to the public health sector are extremely relevant to the Company’s business and operations.●• Chair, President’s Cancer Panel(since 2012)(2012-2019)
647220171995(beginning May 7, 2018)VICE PROVOST EMERITUS, PRINCETON UNIVERSITYKatherine T. Rohrer Vice Provost Emeritus and Former Interim Associate Dean of Graduate School at Princeton University at Princeton University, having served as vice provost for Academic Programs from 2001 throughuntil 2015. She served as interim associate dean of the Princeton graduate school from November 2016 through December 2017. She hasPrior to assuming this role, starting in 1988, Dr. Rohrer held several academicsenior leadership positions at Princeton since 1988,University, including associate dean of the faculty and assistant dean of the college. SheFollowing her retirement, she served as interim associate dean of the graduate school in 2016-17. At Columbia University, she was a faculty member at Columbia Universityan assistant professor from 1982 to 1988 and at Princeton1988. Dr. Rohrer is also a trustee of Emory University, where she serves on the executive committee as well as the academic affairs committee, which she chaired from 19792013 to 1982.2020.includesincludes: executing on institutional budgetary decisions; leading academic governance and priority-setting; spearheading the recruitment of deans and other senior academic administrators; developing university-level messaging and communications; and managing endowments. Dr. Rohrer’s management career has included a focus on social responsibility, inclusion, and diversity.●• Emory University Board of Trustees(since 2008; chair, 2008)Committee; member, Committee (Chair 2013-2020)Finance Committee)(since 2012)●• Finance Committee (2014-2020) Proposal 1: Election of DirectorsAFLAC INCORPORATED2018 PROXY STATEMENT13
INDEPENDENTAGE71INDEPENDENTDIRECTOR SINCEAGE201267COMMITTEESDIRECTOR SINCECorporate Governance(Chairman beginning May 7, 2018)Corporate Social Responsibility & Sustainability(beginning May 7, 2018)2017Melvin T. Stith Interim President of Norfolk State University and Dean Emeritus of the Martin J. Whitman School of Management at Syracuse University2021 Proxy Statement 7 interim president of Norfolk State University and dean emeritus of the Martin J. Whitman School of Management at Syracuse University, having served as dean from 2005 until 2013. Recently, Dr. Stith served as interim president of Norfolk State University from January 2018 to June 2019. Prior to assuming this role, Dr. Stith was the dean emeritus and the Jim Moran Professor of Business Administration at Florida State University for thirteen years. He has been a professor of marketing and business since 1977 following his service as a captain in the U.S. Army Military Intelligence Command.consensus- building,consensus-building, risk management, and executive management add an important dimension to the composition of our Board.●• Synovus Financial Corp.(since 1998)(1998-2019)●• Flowers Foods, Inc.(since 2004)●• Jim Moran Foundation(since 2000)●• Previously served on the boards of Correctional Services Corporation, JM Family Enterprises Youth Automotive Training Center, the Keebler Company, United Telephone of Florida, and Rexall Sundown.
DIRECTORS NOT STANDING FOR RE-ELECTIONINDEPENDENTMr. Kriss Cloninger III, 70, retired AGE
Corporate Social Responsibility and Sustainability
Executive8 Aflac Incorporated SUCCESSION PLANNING Our Corporate Governance Committee considers the current and long-term needs of our business and seeks potential candidates in light of evolving needs, current Board structure, tenure, skills, experience, and diversity. IDENTIFICATIONOF CANDIDATES an employee anddiscussed below, candidates recommended by shareholders.THRESHOLDQUALIFICATIONS on December 31, 2017. After 28 years of service, Ms. Elizabeth J. Hudson, 68, and Dr. Charles B. Knapp, 71, are not standing for re-election and their terms will end asmust have:Annual Meeting.business and affairs of the Company; andProposal 1: Election of Directors14AFLAC INCORPORATED2018 PROXY STATEMENTThe following information is provided with respect to each Director and nominee:Name Shares of Common Stock
Beneficially Owned on
February 28, 2018(1) Percent of Outstanding
Shares Voting Rights on
February 28, 2018 Percent of Available Votes Daniel P. Amos 2,320,733 .6 18,764,696 2.9 W. Paul Bowers 11,829 * 35,949 * Toshihiko Fukuzawa 3,003,657 .8 30,003,657 4.7 Elizabeth J. Hudson 82,069 * 741,381 .1 Douglas W. Johnson 67,053 * 380,071 .1 Robert B. Johnson 15,491 * 77,852 * Thomas J. Kenny 20,225 * 20,225 * Charles B. Knapp 96,751 * 889,471 .1 Karole F. Lloyd 9,262 * 9,262 * Joseph L. Moskowitz 17,862 * 17,862 * Barbara K. Rimer, DrPH 46,127 * 367,778 * Katherine T. Rohrer 829 * 829 * Melvin T. Stith 14,589 * 82,683 * *Percentage not listed if less than .1%.ADDITIONAL QUALIFICATIONS The Committee strives to build a diverse Board that is strong in its collective knowledge. In particular, the Committee looks for nominees with experience in the following areas: (1)Includes options to purchase shares, which are exercisable within 60 days for: Elizabeth J. Hudson, 21,026; Douglas W. Johnson, 51,384; Thomas J. Kenny, 12,235; Charles B. Knapp, 42,472; Joseph L. Moskowitz, 9,713; and Barbara K. Rimer, DrPH, 35,302. Also includes 445,069 shares of restricted stock awarded under the Long-Term Incentive Plan for Daniel P. Amos that he has the right to vote. These shares will vest three years from the date of grant if the Company attains certain performance goals. Also includes shares of restricted stock awarded under the Long-Term Incentive Plan for W. Paul Bowers, 3,921; Toshihiko Fukuzawa, 1,814; Elizabeth J. Hudson, 3,921; Robert B. Johnson, 3,921; Thomas J. Kenny, 4,147; Charles B. Knapp, 1,814; Joseph L. Moskowitz, 3,364; Katherine T. Rohrer, 825; and Melvin T. Stith, 3,921, for which these individuals have the right to vote. These shares will vest four years from the date of grant, except restricted shares granted after May 2015, which will vest one year from the date of grant. Also includes• accounting and finance • business operations • corporate governance • management and leadership • business judgment • global markets • vision and strategy • industry knowledge • communication In addition, the following shares:Committee considers diversity in nominating Directors. Nominees must be between the ages of 21 and 74.MEETING WITH CANDIDATES Daniel P. Amos: 2,288 shares owned• review publicly available information and contact candidates who warrant further consideration;his spouse; 49,746 shares owned by partnershipscandidates and speak with members of which he isthe business community or other people who have firsthand knowledge of a partner; 934,593 shares owned by trustscandidate’s record.which he is trustee; 363,447 shares ownedall potential nominees.DECISION ANDNOMINATION The Committee nominates the candidates best qualified to serve the interests of the Company and all shareholders for nomination and approval by the SOMA Foundation Inc.; 119,004Board.ELECTION Shareholders consider the nominees and elect Directors at the Annual Meeting of Shareholders to serve one-year terms. The Board may also appoint Directors during the year when determined to be in the best interests of the Company and its shareholders. 2021 Proxy Statement 9 ANNUALASSESSMENTOVERSIGHT The Corporate Governance Committee is charged with overseeing an annual process of self-evaluation for the Board as a whole and for its individual members. COMMITTEESELF-EVALUATIONS The charters of each Board committee also require annual evaluations of the performance of the committee, which are typically overseen by each committee’s chair. ONE-ON-ONEDISCUSSIONS The process, which includes completion of written questionnaires for the Daniel P. Amos Family Foundation, Inc.; 4,158 shares owned by a trustBoard and for each committee on which the Director serves, involves an interview of each Director.EXECUTIVESESSIONS The Chairman discusses the results of the surveys and interviews with his spousethe full Board in executive sessions. In addition, the Lead Non-Management Director leads executive sessions with the Board, without the Chairman, to discuss the self-evaluation results.FEEDBACKINCORPORATED Based on the self-evaluation results, any follow-ups including changes in practices or procedures are considered and implemented, as trustee; and 112,444 shares owned by the Paul S. Amos Family Foundation, Inc.appropriate.10 Aflac Incorporated Elizabeth J. Hudson: 3,500 shares owned by her children; 46,410 shares owned by trusts with Ms. Hudson as trustee.• Board structure and compositionCharles B. Knapp: 21,000 shares owned by his spouse.• Effectiveness of oversight and other responsibilitiesToshihiko Fukuzawa: 3,000,000 shares owned by The Mizuho Trust & Banking Co., Ltd. Mr. Fukuzawa represents the power• Access to vote these shares.information, management, and other resourcesProposal 1: Election of DirectorsAFLAC INCORPORATED2018 PROXY STATEMENT15
2021 Proxy Statement 11 
The Company has a long history of engaging shareholders to learn about the issues and concerns that are important to them. We believe that open communications can have a positive influence on our corporate governance practices. For example, we are proud to have been the first publicly traded company in the United States to voluntarily allow shareholders a say-on-pay vote. In keeping with this governance philosophy, we communicate with our shareholders on a regular basis and incorporate their feedback into our decision-making process.The Board annually assesses the independence of each Director nominee. Daniel P. Amos is an employee of the Company. Thomas J. Kenny previously worked (and received fees) as a consultant to the Board. The Board has determined that all of the other nominees are “independent” under New York Stock Exchange (“NYSE”) listing standards. None of the independent nominees has a material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. The Board made its determination based on information furnished by all Directors regarding their relationships with the Company
Chairman and research conducted by management.CEODaniel P.Mr. Amos has served as Chairman of the Board (“Chairman”) since 2001 and as CEO since 1990. The Board believes the most effective Board leadership structure for the Company is for the CEO to continue to serve as Chairman, working with a Lead Non-Management Director. This structure has served the Company well for many years. The CEO is ultimately responsible for the day-to-day operation of the Company and for executing the Company’s strategy, and the Company’s performance is an integral part of Board deliberations. Accordingly, the Board believes that Mr. Amos is the Director most qualified to act as Chairman. The Board believes that Mr. Amos’ in-depth, long-term knowledge of the Company’s operations and his vision for the Company’s development provides decisive and effective leadership for the Board. However, the Board retains the authority to modify this structure to best advance the interests of all shareholders if circumstances warrant such a change.
Lead Non-Management Director●•a substantial majority of our Board members are independent; ●•the Audit and Risk, Compensation, and Corporate Governance Committees all comprise independent Directors; ●•the Company has a Lead Non-Management Director with thesignificant responsibilities, as described below; and●•the Non-employee Directors meet at each regularly scheduled Board meeting in executive session without management present. 12 Aflac Incorporated If that effort, the Board and the Corporate Governance Committee ensure that the Company has an appropriate process for addressing Chief Executive Officer succession planning in the event of extraordinary circumstances.The Chief Executive Officer plays an active role in the succession-planning process. In coordination with the Company’s executive management team, including the General Counsel and the Director of Human Resources, the Chief Executive Officer periodically evaluates potential successors, reviews development plans recommended for such individuals, and makes recommendations to the Corporate Governance Committee. Together these parties also identify potential successors for critical executive management positions. In addition, the Chief Executive Officer reviews executive succession planning and management development at an annual executive session of independent Directors.2021 Proxy Statement 13 Corporate Governance| Enterprise-Wide Risk Oversight 20AFLAC INCORPORATED2018 PROXY STATEMENTCode of Business Conduct and Ethics
(Chair)
The Company’s Code of Business Conduct and Ethics applies to all Directors, executives, and employees of the Company and its subsidiaries. In addition, there are provisions specifically applicable to the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer. The Company intends to satisfy any disclosure requirements regarding amendments to, or waivers of, any provision of the Code of Business Conduct and Ethics by posting such information on our website, aflac.com, under “Investors,” then “Corporate Governance.”Shareholders may contact* All members of the Board by mail. If you wish to communicate with the Board, any individual Director, or any group or committee of Directors, address your correspondence to the Board or to such individual Director, group, or committee, c/o the Corporate Secretary of Aflac Incorporated, at the following address: 1932 Wynnton Road, Columbus, Georgia 31999. The Corporate Secretary will forward any message that is not in the nature of advertising, promotions of a product or service, or patently offensive material.It is Company policy that each Director should attend the Annual Meeting. All Directors serving at the time attended the 2017 Annual Meeting.The Board met eight times in 2017, and all Directors attended at least 75% of the meetings of the Board and the Committees on which they served.The Board has seven standing committees: Audit and Risk; Compensation; Corporate Development; Corporate Governance; Executive; Finance and Investment; and Corporate Social Responsibility and Sustainability. Each committee (other than the Executive Committee) operates under a written charter adopted by the Board. Charters for the Audit and Risk Committee, the Compensation Committee, and the Corporate Governance Committee, as well as the Company’s Guidelines on Significant Corporate Governance Issues and the Code of Business Conduct and Ethics, all can be found on the Company’s website, aflac.com, under “Investors,” then “Corporate Governance.” Shareholders can request printed copies of these documents by submitting a request to the Corporate Secretary at the address shown above.The Corporate Governance Committee considers the periodic rotation of Committee members and Committee Chairs to introduce fresh perspectives and to broaden and diversify the views and experience represented on Board Committees. On February 13, 2018, and effective May 7, 2018, the Board appointed Mr. Fukuzawa to serve as a member of the Finance and Investment Committee, Mr. Kenny to serve as Chairman of the Finance and Investment Committee, Dr. Rimer to serve as Chair of the Corporate Social Responsibility and Sustainability Committee, Dr. Rohrer to serve as a member of the Corporate Governance Committee, and Dr. Stith to serve as Chairman of the Corporate Governance Committee.Corporate Governance| Code of Business Conduct and EthicsAFLAC INCORPORATED2018 PROXY STATEMENT21are Financial Experts MEMBERSDouglas W. Johnson*(Chairman)W. Paul Bowers*Charles B. Knapp*(until May 7, 2018)Karole F. Lloyd*Joseph L. Moskowitz**(financial expert)NUMBER OFMEETINGS IN 201711The Audit and Risk Committee●• ensuring that management maintains the reliability and integrity of the reporting process and systems of internal controls of the Company and its subsidiaries regarding finance, accounting, and legal matters;●• issuing annually the Audit and Risk Committee Report set forth below;●• selecting, overseeing, evaluating, determining funding for, and, where appropriate, replacing or terminating the independent registered public accounting firm and monitoring that firm’s independence;●• monitoring the independence of the independent registered public accounting firm;●• pre-approving or ratifying all related person transactions that are required to be disclosed in this Proxy Statement;●• overseeing the performance of the Company’s internal auditing department;●• assisting with Board oversight of the Company’s compliance with legal and regulatory requirements;●• overseeing the Company’s policies, process, and structure related to enterprise risk engagement and management;management, including information security; and●• providing an open avenue of communication among the independent registered public accounting firm, management, the internal auditing department, and the Board.OVERVIEW14 Aflac Incorporated The independent registered public accounting firm has direct access to the Audit and Risk Committee and may discuss any matters that arise in connection with its audits, the maintenance of internal controls, and any other matters relating to the Company’s financial affairs. The Audit and Risk Committee may authorize the independent registered public accounting firm to investigate any such matters, and may present its recommendations and conclusions to the Board. At least annually, the Audit and Risk Committee reviews the services performed and the fees charged by the independent registered public accounting firm.All Audit and Risk Committee members qualify as “outside” Directors as defined by Section 162(m) of the Internal Revenue Code of 1986, “Non-employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and independent Directors under the NYSE listing standards, and have been determined by the Board to be “audit committee financial experts,” as such term is defined in Item 401(h) of SEC Regulation S-K.Corporate Governance|Board and Committees 22AFLAC INCORPORATED2018 PROXY STATEMENT
(Chair)
Robert B. Johnson• (Chairman)Douglas W. JohnsonJoseph L. MoskowitzNUMBER OFMEETINGS IN 20177The Compensation CommitteeRESPONSIBILITIES●reviewing, at least annually, the goals and objectives of the Company’s executive compensation plans;●• evaluating annually the performance of the CEO with respect to such goals and objectives and determining the appropriate compensation level;●• evaluating annually the performance of the Company’s other executive officers in light of such goals and objectives and setting their compensation levels based on this evaluation and the recommendation of the CEO;●• reviewingviewing the Company’s incentive compensation programs to determine whether they encourage excessive risk taking, and evaluating compensation policies and practices that could mitigate any such risk; and●• reviewing the Company’s general compensation and benefit plans to ensure they promote our goals and objectives.OVERVIEW2021 Proxy Statement 15 The Compensation Committee also reviews and approves compensation levels, equity-linked incentive compensation, and annual incentive awards under the Company’s Management Incentive Plan.The Compensation Committee recommended and the Board adopted a policy regarding Non-employee Director compensation and actual Non-employee Director compensation consistent with that policy. If the Board creates a special purpose committee made up of Non-employee Directors, the Compensation Committee recommends remuneration for the individuals who serve. The Board makes final determinations regarding Non-employee Director compensation.All Compensation Committee members qualify as “outside” Directors as defined by Section 162(m)of the Internal Revenue Code, “Non-employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and independent Directors under NYSE listing standards.Compensation Committee Interlocks and Insider Participation.No member of the Compensation Committee is a current or former employee or officer of the Company or any of its subsidiaries. During 2017, no Director was an executive officer of another entity on whose compensation committee any executive officer of the Company served. In addition, no member of the Compensation Committee had any relationship requiring disclosure under the section titled “Related Person Transactions” in this Proxy Statement.MEMBERSW. Paul Bowers(Chairman)Elizabeth J. Hudson(until May 7, 2018)Thomas J. KennyCharles Knapp(until May 7, 2018)Joseph L. MoskowitzNUMBER OFMEETINGS IN 20173
(Chair)
●• reviewing the Company’s corporate and strategic organizational development to identify, evaluate, and execute on appropriate opportunities that could enhance long-term growth and build shareholder value;●• assisting the Board in reviewing, evaluating, and approving specific strategic plans for corporate development activities, including mergers, acquisitions, dispositions, joint venture marketing and distribution arrangements, and strategic equity investments;●• assisting the Board in reviewing proposals to enter new geographic markets; and●• reviewing corporate development proposals prepared by the Company’s officers and managers and other strategic projects as determined by the Board to ensure consistency with the Company’s long-term strategic objectives.objectives; and●• In addition, the Committee assistsassisting the Board in monitoring the nature of investments made as part of Aflac Ventures in both the U.S. and Japan, including the Company’s overall corporate venture capital strategy.Corporate Governance| Board and CommitteesAFLAC INCORPORATED2018 PROXY STATEMENT23MEMBERSBarbara K. Rimer,DrPH(Chair)Robert B. JohnsonMelvin T. StithNUMBER OFMEETINGS IN 2017316 Aflac Incorporated 
(Chair)
●• selecting individuals qualified to serve as Directors to be nominated to stand for election to the Board;●• recommending assignments to the Board’s standing committees;●• advising the Board with respect to matters of Board structure, composition, and procedures;●• developing and recommending to the Board a set of corporate governance principles applicable to the Company;●• monitoring compliance with the Company’s political participation program;●• overseeing the evaluation of the Board; and●• ensuring that the Company’s management and succession plans are appropriate.All Corporate Governance Committee members qualify as “outside” Directors as defined by Section 162(m) of the Internal Revenue Code, “Non-employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and independent Directors under NYSE listing standards. Dr. Stith will begin serving as the Chairman and Dr. Katherine T. Rohrer will join the Corporate Governance Committee effective May 7, 2018.MEMBERSDaniel P. Amos(Chairman)W. Paul BowersDouglas W. JohnsonRobert B. Johnson2021 Proxy Statement 17 Barbara Rimer,DrPHNUMBER OFMEETINGS IN 20177The Executive CommitteeOVERVIEWUnder the Company’s Bylaws, the Executive Committee must consist of at least five Directors, including the Chief Executive Officer, the Chairman of the Board, the President, and such additional Directors as the Board may from time to time determine. Currently, the membership of the Executive Committee also includes the chairpersons of the Audit and Risk, Compensation, and Corporate Governance Committees, and includes the Company’s Lead Non-Management Director. The Chief Executive Officer (or another member of the Executive Committee chosen by him) is the Chairman of the Executive Committee. During the intervals between meetings of the Board, the Executive Committee may exercise all of the powers of the Board that may be delegated under Georgia law. Until his retirement on December 31, 2017, Mr. Kriss Cloninger III served on the Executive Committee. Mr. Bowers joined the Committee on February 13, 2018.Corporate Governance|Board and Committees24AFLAC INCORPORATED2018 PROXY STATEMENTMEMBERSCharles B. Knapp(Chairman)(until May 7, 2018)Elizabeth J. Hudson(until May 7, 2018)Thomas J. KennyKarole F. LloydNUMBER OFMEETINGS IN 20177The Finance and Investment CommitteeFINANCE RESPONSIBILITIES● reviewing and reassessing significant financial policies and matters of Treasury and corporate finance, including the Company’s overall capital structure, dividend policy, share repurchase program and liquidity, and the issuance or retirement of debt and other capital securities;● reviewing and providing guidance to the Board on significant reinsurance transactions and strategies;● reviewing and providing guidance on the Company’s credit ratings, ratings strategy, and overall rating agency dialogue;● reviewing and providing guidance to the Board on the financing strategy and capital impact of corporate development activities and multiyear strategic capital project expenditures;● reviewing and reassessing the Company’s overall hedging strategy, including foreign exchange and cash flow hedging, and ensuring proper governance over policies and procedures associated with trading in derivative instruments;● in partnership with the Compensation Committee, overseeing the Company’s processes for managing the finances of the employee pension and defined contribution benefit plans, including the related investment policies, actuarial assumptions, and funding policies; and● in partnership with the Audit and Risk Committee, reviewing and providing guidance on the Company’s corporate insurance coverages.INVESTMENT RESPONSIBILITIES● overseeing the investment process and the policies, strategies, and programs of the Company and its subsidiaries relating to investment risk management;● periodically reviewing and assessing the adequacy of the Global Investment Policy of the Company and its subsidiaries, and approving any changes to that policy;● reviewing and approving investment transactions made on behalf of the Company and its subsidiaries; and● reviewing the performance of the investment portfolios of the Company and its subsidiaries.Mr. Kenny will begin serving as the Chairman and Mr. Toshihiko Fukuzawa will join the Finance and Investment Committee effective May 7, 2018.Corporate Governance| Board and CommitteesAFLAC INCORPORATED2018 PROXY STATEMENT25MEMBERSElizabeth J. Hudson(Chair) (until May 7, 2018)W. Paul BowersBarbara K. Rimer,DrPHNUMBER OFMEETINGS IN 20173
(Chair)
●• overseeing the Company’s policies, procedures, and practices with respect to corporate social responsibility and sustainability, recognizing that these goals and initiatives vary widely among industries, organizations and geographies, in the context of what is appropriate and relevant to the Company, our people and the communities we serve;●• monitoring the impact of the Company’s activities on customers, employees, communities, and other stakeholders in light of the Board’s fundamental duty to preserve and promote long-term value creation for the Company’s shareholders;●• monitoring and reviewing the Company’s strategies, procedures, and practices related to social responsibility on a global basis, including significant philanthropic and community engagement activities;●• monitoring and reviewing the development of metrics, information systems, and procedures to track progress toward achievement of the Company’s social responsibility objectives;●• monitoring preparation of the Company’s annual Corporate Social Responsibility report, and reviewing such report before it is published; and●• monitoring and reviewing the Company’s support of charitable, educational, and business organizations; andorganizations.●• monitoring and reviewing the Company’s policies, procedures, and practices related to corporate social responsibility and sustainability in light of the Company’s intent to foster the sustainable growth of the Company on a global basis;●• monitoring and reviewing the Company’s strategies, policies, procedures, and practices related to environmental and related health and safety matters;●• monitoring and reviewing the Company’s policies, procedures, and practices that enable itus to proactively respond to evolving public sentiment and government regulations with regard to sustainability, especially in the areas of environmental stewardship, energy use, recycling, and carbon emissions (“(i.e., our carbon footprint”)footprint);●• reviewing the goals and objectives of the Company’s environmental stewardship policy, and amending or, to the extent an amendment requires Board approval, recommending that the Board amend, these goals and objectives if the Committee deems appropriate; and●• reviewing the Company’s communication and marketing strategies related to sustainability.OVERVIEW18 Aflac Incorporated 
(Chair)
2021 Proxy Statement 19 
(Chair)
20 Aflac Incorporated • discusses guidelines and policies governing the process by which senior management and the relevant departments of the Company assess and manage exposure to risk; • reviews the Company’s risk assessment and enterprise risk-management framework, including risk-management guidelines, risk appetite, risk tolerances, key risk policies, and control procedures; • reviews critical regulatory risk-management filings and enterprise risk-management material shared with regulators and rating agencies; • reviews the general structure, staffing models, and engagement of the Company’s risk governance departments and practices; • reviews the Company’s major financial risk exposures and evaluates processes and controls that management has adopted to monitor and manage those risks; • meets in executive session with key senior leaders involved in risk management; • reviews with the internal auditors, the independent auditor, and the Company’s financial management team the adequacy and effectiveness of our internal controls, including information security policies and internal controls regarding information security, and any special steps adopted in light of material control deficiencies; and • reports to the Board, at least annually, with respect to matters related to key enterprise risks and risk management areas of concentration. 2021 Proxy Statement 21 Investment process The manner in which we invest cash flows of the Company and its subsidiaries and manage investments to emphasize safety, liquidity, returns, tax considerations, applicable laws and regulations, and conformity with the needs of the Company and its subsidiaries. Investment risk Includes liquidity risk, market risk, and credit risk. Liquidity risk When an investment is not marketable and cannot be bought or sold quickly enough to prevent or minimize a loss. Market risk The risk that market movements will cause fluctuations in the value of our shareholdersassets, the amount of our liabilities, or the income from our assets.Credit risk The risk of loss arising from the failure of a counterparty to perform its contractual obligations. Enterprise: Capital & Liquidity risk Review of enterprise capital adequacy, access to capital, and customers while taking into account the needsmaintenance of future generations,liquidity position to protect credit ratings and also ensuring the long-term preservation and enhancement of the Company’s financial, environmentalability to meet short and social capital. Dr. Rimer will begin servinglong-term obligations.22 Aflac Incorporated 
2021 Proxy Statement 23 • Board Composition: Discussed the Chairalignment of board composition and Dr. Melvin T. Stith will joinskills with company strategy; and• Executive Compensation: Reviewed key features of our compensation program and its continued alignment with company strategy and performance. All Non-employee Directors $135,000 annually Audit and Risk Committee members Additional $10,000 annually Chairs—Corporate Governance, Corporate Social Responsibility and Sustainability, Committee effective May 7, 2018.Corporate Development, Finance and InvestmentAdditional $20,000 annually Chair—Audit and Risk Additional $30,000 annually Chair—Compensation Additional $25,000 annually Lead Non-Management Director Additional $50,000 annually 24 Aflac Incorporated Corporate Governance|Board and Committees 26AFLAC INCORPORATED2018 PROXY STATEMENTAsTiming of February 28, 2018, no person wasequity grantForm of equity grant(1) Value of equity grant(2) Upon joining the owner of recordBoard nonqualified stock options, stock appreciation rights, restricted stock, or toa combination thereof aggregate value as determined by the knowledgeBoard not in excess of the Company, beneficial ownervalue of more than 5% of the outstandinga nonqualified stock option covering 20,000 shares of Common Stock orAnnually, at the discretion of the available votes of the Company other than as shown below.Name and Address
of Beneficial Owner Title of Class
Common Stock Amount of Beneficial
Ownership Shares Amount of Beneficial
Ownership Votes Percent of
Class Percent of
Available VotesBlackRock, Inc.*
55 East 52nd Street
New York, NY 10055 1 Vote Per Share 24,797,700 24,797,700 6.4 3.9 The Vanguard Group*
100 Vanguard Boulevard
Malvern, PA 19355 1 Vote Per Share 32,991,337 32,991,337 8.5 5.2 State Street Corporation*
State Street Financial Center
One Lincoln Street
Boston, MA 02111 1 Vote Per Share 20,855,988 20,855,988 5.4 3.3 *Board The above information is derived from Schedule 13G filings filed with the Securities and Exchange Commission, dated January 29, 2018, by BlackRock, Inc., dated February 8, 2018, by The Vanguard Group, and dated February 13, 2018, by State Street Corporation. According to the Schedule 13G filings, BlackRock, Inc., The Vanguard Group, and State Street Corporation have sole and dispositive power with respect to these shares.Security Ownership of ManagementThe following table sets forth, as of February 28, 2018, the number of shares and percentage of outstanding shares of Common Stock beneficially owned by: (i) our named executive officers, comprising our CEO, CFO, and the three other most highly compensated executive officers as listed in the Executive Compensation whose information was not provided under the heading “Proposal 1: Election of Directors,” and (ii) all Directors and executive officers as a group.COMMON STOCK BENEFICIALLY OWNED AND APPROXIMATE PERCENTAGE OF CLASS AS OF FEBRUARY 28, 2018Name Shares(1) Percent of Shares Votes Percent of Votes Frederick J. Crawford 97,579 * 97,579 * Audrey Boone Tillman 140,554 * 717,283 .1 Eric M. Kirsch 136,486 * 619,642 .1 Charles D. Lake ll 134,939 * 808,373 .1 All Directors, nominees, and executive officers as a group (24 persons) 6,620,912 1.7 55,315,268 8.6 *Percentage not listed if less than .1%.(1)Includes options that are exercisable within 60 days for Audrey Boone Tillman, 52,657; Eric M. Kirsch, 40,037; Charles D. Lake ll, 57,099; and for all Directors and executive officers as a group to purchase 430,160 shares. Also includes the following shares of restricted stock, awarded under the Long-Term Incentive Plan: in 2016, 2017 and 2018 for Frederick J. Crawford, 95,025; Audrey Boone Tillman, 48,307; Eric M. Kirsch, 46,917; Charles D. Lake ll, 40,448; and for all Directors and executive officers as a group of 873,985. The grantees have the right to vote their restricted stock, but they may not transfer the shares until they have vested. No Director nominee or executive officer has any pledged shares. For information on the Company’s pledging policy, please see “Stock Ownership Guidelines; Hedging and Pledging Restrictions” on page 45.Section 16(a) Beneficial Ownership Reporting CompliancePursuant to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), executive officers, Directors, and holders of more than 10% of the Common Stock are required to file reports of their trading in Company equity securities with the SEC. Based solely on a review of the copies of such reports received by the Company, or written representations from certain reporting persons, the Company believes that all filings required to be made by its reporting persons complied with all applicable Section 16 filing requirements during the last fiscal year with one exception: Ms. Karole Lloyd, a Director, did not timely report the receipt of 991 shares of restricted stock on January 6, 2017. A Form 4 for this transaction was filed on January 11, 2017.AFLAC INCORPORATED2018 PROXY STATEMENT27Directors who also serve as employees of the Company or its subsidiaries do not receive compensation as Board members. The Compensation Committee reviews the policy regarding total compensation for Non-employee Directors at least every other year and recommends compensation to the Board consistent with that policy. When making its recommendation, the Compensation Committee considers a variety of factors, including the Non-employee Director pay packages at our peer group companies, the skills and backgrounds required of Non-employee Directors to serve on the Company’s Board, and the balance between the cash and equity components of the package. The Board makes final determinations regarding Non-employee Director compensation.Cash CompensationIn 2017, cash compensation for the Non-employee Directors was as follows:All Non-employee directors$115,000 annuallyAudit and Risk Committee membersAdditional $10,000 annuallyChairs—Compensation, Corporate Governance,Corporate Social Responsibility and Sustainability, Corporate Development, Finance and InvestmentAdditional $20,000 annuallyChair—Audit and RiskAdditional $30,000 annuallyLead Non-Management DirectorAdditional $35,000 annuallyNon-employee Directors may elect to have all or a portion of their Board annual retainer paid in the form of immediately vested nonqualified stock options, restricted stock that vests after one year of continued service,appreciation rights, or a combination thereof as determined byaggregate dollar value of approximately $155,000 (1) If the Board.Board grants restricted stock, it may permit Non-employee Directors to elect to receive nonqualified stock options instead. In 2017, one of the2020, three Non-employee Directors made this election. Two Non-employee Directors elected to receive restrictedall stock in lieu of a cash annual retainer,options and noone Non-employee Director elected to receive half of the grant value in the form of nonqualified stock options.Equity(2) The values of any stock options or stock appreciation rights are determined based upon the most current Black-Scholes-Merton three-year period valuation price of option shares as determined by the Compensation Committee’s independent compensation As shown below, Non-employee Directors also receive equity on consultant. For grants made in the three-year period of 2019 to 2021, our deemed fair value of a regular basis to ensure that their interests are aligned with those of our shareholders.stock option is $6.54.Timing of equity grantForm of equity grant(1)Value of equity grant(2)Upon joining the Boardnonqualified stock options, stock appreciation rights, restricted stock, or a combination thereofaggregate value as determined by the Board not in excess of the value of a nonqualified stock option covering 10,000 shares of Common StockAnnually, at the discretion of the Boardrestricted stock, nonqualified stock options, stock appreciation rights, or a combination thereofaggregate dollar value of approximately $135,000(3)(1)If the Board grants restricted stock, it may permit Non-employee Directors to elect to receive nonqualified stock options instead. In 2017, two Non-employee Directors elected to receive nonqualified stock options, each covering 19,425 shares of Common Stock, and the remaining nine Non-employee Directors received all restricted stock.(2)The values of any stock options or stock appreciation rights are determined based upon the most current Black-Scholes-Merton three-year period valuation price of option shares as determined by the Compensation Committee’s independent compensation consultant. For grants made in the three-year period of 2016 to 2018, our deemed fair value of a stock option is $6.95.(3)The aggregate dollar value will be increased to $155,000 in 2018 to align the grant with the peer group median as determined by the Compensation Committee’s independent compensation consultant.For additional information, please see “Stock Ownership Guidelines; Hedging and Pledging Restrictions” on page 45.28AFLAC INCORPORATED2018 PROXY STATEMENTVestingGrants of restricted stock or, if elected, stock options, made to Non-employee Directors in 2017 at the annual meeting become vested at the next annual meeting, generally subject to continued service. Upon death or disability or a change in control of the Company, Non-employee Directors will become 100% vested in all outstanding options and stock awards.Retirement PlansThe Company maintains a retirement plan for Non-employee Directors who have attained age 55 and completed at least five years of service on the Board, but that plan was closed to new participants effective 2002.Name(1) Fees
Earned
or Paid in
Cash(2)
($) Stock
Awards(3)
($) Option
Awards(4)
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(5)
($) All Other
Compensation
($) Total
($)W. Paul Bowers 266,667 - 150,027 - - 416,694 Toshihiko Fukuzawa 138,333 155,012 - - - 293,345 Robert B. Johnson* 48,333 - - - - 48,333 Thomas J. Kenny 110,000 - 150,027 - - 260,027 Georgette D. Kiser 145,000 155,012 - - - 300,012 Karole F. Lloyd 178,333 155,012 - - - 333,345 Nobuchika Mori** 90,000 130,809 - - 220,809 Joseph L. Moskowitz 173,333 77,506 75,017 - - 325,856 Barbara K. Rimer, DrPH 158,333 155,012 - 33,411 - 346,756 Katherine T. Rohrer 139,167 155,012 - - - 294,179 Melvin T. Stith 138,333 155,012 - - - 293,345 * Robert B. Johnson’s term on the Board of Directors ended May 4, 2020. ** Nobuchika Mori was elected to the Board of Directors on May 4, 2020. (1) Daniel P. Amos is not included in the table because he is an employee and thus did not receive compensation for his services as a Director. The compensation received by Mr. Amos as an employee is shown in the Summary Compensation Table. (2) W. Paul Bowers elected to receive his annual retainer in restricted stock. The value of these shares on the grant date was $215,000. (3) This column represents the dollar amount recognized in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) for financial statement purposes with respect to the 2020 fiscal year for the fair value of restricted stock granted in 2020. The fair values of the awards granted in 2020 were calculated using the closing per-share stock price on the date of grant of $35.75 for the awards granted on May 4, 2020. As of December 31, 2020, the following Non-employee Directors held the following number of restricted stock awards: W. Paul Bowers, 6,145; Toshihiko Fukuzawa, 4,430; Georgette D. Kiser, 4,430; Karole F. Lloyd, 4,430; Nobuchika Mori, 3,738; Joseph L. Moskowitz, 2,215; Barbara K. Rimer, 4,430; Katherine T. Rohrer, 4,430; and Melvin T. Stith, 4,430. (4) In accordance with the SEC’s reporting requirements, this column represents the dollar amount recognized in accordance with ASC 718 for financial statement purposes with respect to the 2020 stock option grants. The Company’s valuation assumptions are described in Note 12 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Form 10-K filed with the SEC for the year ended December 31, 2020. Stock options granted to Non-employee Directors vest after one year generally subject to continued service. As of December 31, 2020, each Non-employee Director held stock options covering the following number of shares of Common Stock: William P. Bowers, 23,701; Thomas J. Kenny, 23,701; Joseph L. Moskowitz, 53,580; and Barbara K. Rimer, 97,322. (5) Represents change in pension value. Barbara K. Rimer participates in the Directors’ retirement plan. The other directors do not participate in the Directors’ retirement plan since they first became Directors after the plan was closed to new participants in 2002. 26 Aflac Incorporated CASH 3 YEAR TSR DIVIDEND +3.7% +8.6% RETURN ON NET EARNINGS ADJUSTED EPS EQUITY 15.3% $4.8B +10.8%* SHARE AFLAC JAPAN SOLVENCY AFLAC RISK REPURCHASE MARGIN RATIO BASED CAPITAL $1.5B 960% 508% * Adjusted earnings per diluted share excluding foreign currency impact is not calculated in accordance with generally accepted accounting principles in the U.S. (GAAP). See the Appendix to this Proxy Statement for the definition of this non-GAAP measure and reconciliation to the most comparable GAAP financial measure. 1. A pay-for-performance philosophy and compensation program structure that directly motivates our executives to achieve our annual and long-term strategic and operational goals 2. Compensation elements that help us attract and retain high-caliber talent to lead the Company 3. “Best practice” compensation governance policies, such as stock ownership guidelines, clawback provisions, and no change-in-control excise tax gross-ups CEO TARGET COMPENSATION MIX CEO + NEOs AVERAGE TARGET MIX 
2021 Proxy Statement 27 Performance Result Corporate Metric: Adjusted earnings per diluted share on a consolidated basis for the Company (excluding foreign currency effect) $4.89 Exceeded Maximum Goal U.S. Segment Metrics: Increase (decrease) in New Annualized Premium (31.14%) Below Minimum Goal Increase (decrease) in Earned Premium (1.17%) Below Minimum Goal Japan Segment Metrics: New Annualized Premium (in billions of Yen) (excluding Japan Post sales) ¥50.2 Below Minimum Goal Decrease in Earned Premium (third sector and first sector protection sales) (0.98%) Above Minimum Goal Global Investments Metrics: Net Investment Income (U.S. and Japan GAAP segments only) Budget plus 4.76% Exceeded Maximum Goal Credit Losses/Impairments ($125 million) Above Target Goal Performance Result Metrics: Currency Neutral AROE Result (70% weighted) 15.1% Above Target Goal SMR (15% weighted) 953% Exceeded Maximum Goal RBC (15% weighted) 543% Above Target Goal 28 Aflac Incorporated The following table identifies each item of compensation paid to Non-employee Directors for 2017.Proposal 2Name(1) Fees Earned or Paid
in Cash
(2)
($) Stock
Awards
(3)
($) Option
Awards
(4)
($) Chang in Pension
Value and
Nonqualified Deferred
Compensation
Earnings
(5)
($) All Other
Compensation
($)Total
($)W. Paul Bowers 140,000 135,034 — — — 275,034 Kriss Cloninger III — — — — — — Toshihiko Fukuzawa 115,000 135,034 — — — 250,034 Elizabeth J. Hudson 130,000 135,034 — 15,138 — 280,172 Douglas W. Johnson 175,000 — 327,438 — — 502,438 Robert B. Johnson 135,000 135,034 — — — 270,034 Thomas J. Kenny 115,010 135,034 — — — 250,044 Charles B. Knapp 145,000 135,034 — 12,748 — 292,782 Karole F. Lloyd 125,000 69,558 — — — 194,558 Joseph L. Moskowitz 125,000 135,034 — — — 260,034 Barbara K. Rimer, DrPH 130,000 — 327,438 10,686 — 468,124 Katherine T. Rohrer* 9,583 69,523 — — — 79,106 Melvin T. Stith 118,333 135,034 — — — 253,367 *Dr. Rohrer joined the Board on November 14, 2017.
The Board of Directors recommends a vote FOR our executive compensation. (1)Daniel P. Amos is not included in the table because he is an employee and thus did not receive compensation for his services as a Director. The compensation received by Daniel P. Amos as an employee is shown in the Summary Compensation Table. Kriss Cloninger III, who retired as an employee and a Director on December 31, 2017, did not receive compensation for service as a Director. Paul S. Amos II is not included in the table because he was an employee and did not receive compensation for his service as a Director; however, his compensation received as an employee is shown in the Summary Compensation Table.30 Pay-For-Performance Compensation Philosophy 31 2020 Business Overview 34 Summary of Our Executive Compensation Program 35 Outcome of 2020 Say-on-Pay Vote 35 Compensation Design and Philosophy 40 Management Incentive Plan 44 Long-Term Incentives 48 Stock Ownership Guidelines; Hedging and Pledging Restrictions 2021 Proxy Statement 29 (2)Thomas J. Kenny elected to receive his annual retainer in restricted stock. The value of these shares on the grant date was $115,010.(3)This column represents the dollar amount recognized in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) for financial statement purposes with respect to the 2017 fiscal year for the fair value of restricted stock granted in 2017. The fair values of the awards granted in 2017 were calculated using the closing per-share stock price on the date of grant of $70.19 for the awards granted on January 6, 2017; $74.44 for the awards granted on May 1, 2017 and $84.27 for the awards granted on November 14, 2017. As of December 31, 2017, each Non-employee Director held the following number of restricted stock awards: W. Paul Bowers, 3,921; Toshihiko Fukuzawa, 1,814; Elizabeth J. Hudson, 3,921; Robert B. Johnson, 3,921; Thomas J. Kenny, 4,147; Charles B. Knapp, 1,814; Karole F. Lloyd, 991; Joseph L. Moskowitz, 3,364; Katherine T. Rohrer, 825; and Melvin T. Stith, 3,921.(4)In accordance with the SEC’s reporting requirements, this column represents the dollar amount recognized in accordance with ASC 718 for financial statement purposes with respect to the 2017 stock option grants. The Company’s valuation assumptions are described in Note 12 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Form 10-K filed with the SEC for the year ended December 31, 2017. Stock options granted to Non-employee Directors vest after one year generally subject to continued service. As of December 31, 2017, each non-employee Director held stock options covering the following number of shares of Common Stock: Elizabeth J. Hudson, 21,026; Douglas W. Johnson, 78,086; Thomas J. Kenny, 14,735; Charles B. Knapp, 44,749; Joseph L. Moskowitz, 9,713; and Barbara K. Rimer, 57,004.(5)Represents change in pension value. W. Paul Bowers, Toshihiko Fukuzawa, Douglas W. Johnson, Robert B. Johnson, Thomas J. Kenny, Karole F. Lloyd, Joseph L. Moskowitz, Katherine T. Rohrer and Melvin T. Stith do not participate in the Director retirement plan since they first became Directors after the plan was closed to new participants in 2002.
Director Compensation| 2017 Director CompensationAFLAC INCORPORATED2018 PROXY STATEMENT29Compensation Discussion & AnalysisThis Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs, the decisions made by the Compensation Committee related to those programs, and the factors considered when making those decisions. This CD&A focuses on our named executive officers (“NEOs”) for 2017, who were:Named Executive OfficerTitleDaniel P. AmosChairman and Chief Executive OfficerFrederick J. CrawfordExecutive Vice President, Chief Financial OfficerAudrey Boone TillmanExecutive Vice President, General CounselEric M. KirschExecutive Vice President, Global Chief Investment Officer, AflacCharles D. Lake IIPresident, Aflac International; Chairman, Aflac JapanPaul S. Amos II*Former President, Aflac*Paul S. Amos II, son of Daniel P. Amos, resigned as an employee and Director effective July 1, 2017. No other family relationships exist among other executive officers or Directors.Pay-for-Performance Compensation PhilosophyOur compensation programs are designed to ensure that a substantial amount of executive pay is directly linked to the Company’s results. We believe this is the most effective method for creating shareholder value 
A pay-for-performance philosophy and compensation program structure that directly motivates our executives to achieve our annual and long-term strategic and operational goals 
Compensation elements that help us attract and retain high-caliber talent to lead the Company 
“Best practice” compensation governance policies, such as stock ownership guidelines, clawback provisions, and no change-in-control excise tax gross-ups 30 Aflac Incorporated 
1A pay-for-performancephilosophy andcompensationprogram structure thatdirectly motivates ourexecutives to achieveour annual and long-term strategic andoperational goalsTSR 2Compensationelements that help usattract and retain high-caliber talent to lead the Company3“Best practice”compensationgovernance policies,such as stockownership guidelines,clawback provisions,and no change-in-control excise taxgross-ups30AFLAC INCORPORATED2018 PROXY STATEMENT
2017 Business OverviewWe increased our cash dividend, marking the38th consecutive year of increasing the dividend.Under the leadership of the CEO and executive management, the Company achieved strong financial and operating results in 2017. Among other notable successes, the stock hit an all-time high during the year.
TO PEERSFinancialHighlights Japan third sector salesincreased4.1% in 20172017 net earningsincreased 73.1%to $4.6 billion, and excluding the impact of Tax Reform,increased .5% to$2.7 billion 2017 operating earnings per diluted share, excluding the impact of foreign currency,grew 6.3% Annual total shareholder return (“TSR”)* was28.9%Aflac U.S.:
Sales were down 30.8%.Aflac Japan:
Sales were down 36.2%. Capital strength as measured by Japan’s solvency margin ratio of1,064%*and risk-based capital ratio in the U.S. of831%*U.S. sales increased 4.7% in 2017 and included a 6.7% increase in the 4th quarter,the best in Company historyRepurchased$1.35billion or 17.8 million shares during 2017Increased 4th quarter 2017 dividend by 4.7% to mark35 consecutive yearsof increase *as of December 31, 2017Compensation Discussion & Analysis| Executive Summary: 2017 Business OverviewAFLAC INCORPORATED2018 PROXY STATEMENT31 Earned Premium was down1.17%. Earned Premium wasdown 0.98%. Capital Contentsthe Company’s shares as part of a balanced capital allocation program.Operating earnings* As of December 31, 2020 (1) The adjusted return on equity, excluding the impact of foreign currency, metric is one(AROE) and adjusted earnings per share, excluding the impact of theforeign currency, (adjusted EPS) metrics are principal financial measures used to evaluate management’s performance, and we believe it continuesthey continue to be a key driver of shareholder value. See the Appendix to this Proxy Statement for definitions of these non-GAAP measures and reconciliation to the most comparable GAAP financial measures.(2) The Company recognized a one-time income tax benefit of $1.4 billion due to the release of valuation allowances which were predominantly established on the Company’s deferred foreign tax credit benefits. 
2021 Proxy Statement 31 ●Consolidated operating earnings per diluted share exceeded the original guidance range of $6.40 to $6.65 and came in at $6.91, which was the high end of the Company’s revised currency-neutral guidance of $6.75 to $6.95, driven by strong overall insurance margins, investment results in Japan and the U.S. and disciplined capital management.In 2017, the Company advanced the vision of offering high-quality voluntary products, solutions and service through diverse distribution outlets, building upon the Company’s●In Japan, management continued to strengthen relationships with sales channels and to enhance the product line with a revised medical insurance policy to ensure we continue to meet the needs of our policyholders. These actions were instrumental in maintaining the Company’s status as the leading provider of both medical and cancer insurance in Japan. Despite the competitive market for cancer and medical products and the persistent low interest rate environment in Japan, the Company exceeded financial objectives driving pretax operating profit margins to exceed the high end of the forecasted range.●In the U.S., strong new annualized premium sales growth across all channels and record persistency drove record pretax operating income margins, despite stepped-up investments in the platform. While investments in the platform drove elevated expenses, these investments are intended to drive growth and long term efficiencies.Management 32 Aflac Incorporated 2021 Proxy Statement 33 CEO pay mix
and the Board are committed to comprehensive risk management and safeguarding the financial strength of the Company. In 2017, core capital strength measures remained very strong. The Company’s strong capital and cash flow positions continue to support our financial strength ratings, which are among the highest in the industry, and our 35-year track record of increased common stock dividends.ElementTerms Performance Measure(s) Objective(s) Response to Say-on-Pay Vote
The fixed amount of annual cash compensation for performing day-to-day responsibilities. Generally reviewed biennially for potential increase based on a number of factors, including market levels, performance, and internal equity. Levels set based on market data, job scope, responsibilities, experience, and individual performance. 
The Company has a history
Annual variable cash compensation based on the achievement of predetermined annual performance goals. a well-earned reputation with its shareholders as a transparent organization. That commitment to transparency on all levels was a driving force behind our decisionkey value drivers:2008 to allow shareholders a “say-on-pay” advisory vote, years before such votes became mandatory for most public companies. In 2017, 81% of our shareholders votednew annualized premium, increase in favor of our executive compensation program.earned premiumConsistentPerformance goals are rigorous and set to align the Company’s business plan with the expectation of achieving target performance.approach in prior years, the Company engaged in shareholder outreach efforts throughout 2017. The feedback from these conversations, together with a thorough analysis of bestbusiness and guidance from our compensation consultant, was incorporated into the Compensation Committee’s regular review of our compensation programs. This review has prompted several changes for 2017.
(“LTI”)
2017The Compensation Committee made the following changes:
Long-term variable equity awards granted annually in performance-based restricted stock (“PBRS”) (100% of LTI for the CEO and other NEOs) under the Company’s Long-Term Incentive Plan. PBRS vests based on three-year financial performance. AROE, Risk-Based Capital (“RBC”), and Solvency Margin Ratio (“SMR”) are metrics that affect our long-term business strategy and operating environment. Payout is also contingent on a relative TSR modifier. The Management Incentive Program (“MIP”) was simplified to align performance metrics and modified to increase the level of performance required to achieve maximum goals.• Our Chairman and CEO received his entire target long-term incentive award in performance-based restricted stock (“PBRS”) in February 2017 at a market-competitive level in relation to our peers.• The long-term incentive awards for all NEOs were granted exclusively in the form of PBRS.• The PBRS program was modified to include both upside and downside payout leverage, two additional performance metrics (Operating Return on Equity and Solvency Ratio Margin) and a relative TSR modifier to better align the PBRS awards with our strategic and operational goals and shareholders’ interests.34 Aflac Incorporated Compensation Discussion & Analysis| Executive Summary: 2017 Business Overview32AFLAC INCORPORATED2018 PROXY STATEMENTSummary of Our ExecutiveWhat We Do 
What We Don’t Do 
As
First public company in the U.S. to provide shareholders with a leadersay-on-pay vote (voluntary action starting in our industry segment, we recognize that a sound management compensation program is a part of what makes us an employer of choice. Our executive compensation program directly links compensation incentives2008, three years before such votes were required) Prioritize active engagement with our business goalsshareholders regarding our compensation program History of responding to our shareholders’ feedback Adherence to a rigorous pay-for-performance philosophy in establishing program design and shareholder interests.targeted pay levels for NEOs Independent Compensation Committee oversees the programKEY ELEMENTS OF OUR 2017 EXECUTIVE COMPENSATION PROGRAM Independent compensation consultant is hired by and reports to the Compensation CommitteeElementTermsPerformance MeasureObjectiveBase salaryThe fixed amount of annual cash compensation for performing day-to-day responsibilities. Generally reviewed biennially for potential increase based on a number of factors, including market levels, performance and internal equity.Levels set based on market data, job scope, responsibilities, experience and individual performance.Attract and retain talentManagement Incentive Plan (“MIP”)Annual variable cash compensation based on the achievement of predetermined annual performance goals.Performance metrics align with our business strategy, geographic segment goals, and key value drivers. These performance measures were streamlined in 2017.● Corporate goal: Operating Earnings per diluted share, excluding the impact of foreign currency● U.S. goals: increase in new annualized premiums, increase in direct premiums● Japan goals: new annualized third sector premiums, increase in third sector direct premiums● Global Investments goals: Net Investment Income (including hedge costs); credit losses/ impairmentsPerformance goals are rigorous and set to align the Company’s business plan with the expectation of achieving target performance.● Motivate executives and reward annual operational and strategic performance● Focus on key near-term drivers of long-term value for our business● Retain key talent● Exercise sound risk-management practicesLong-term incentives (“LTI”)Long-term variable equity awards granted annually in PBRS (100% of LTI for CEO and other NEOs) under the Company’s Long Term Incentive Plan as Amended and Restated February 14, 2017 (Long-Term Incentive Plan). PBRS vests based on three-year financial performance.Operating return on equity (“OROE”) excluding the impact of foreign currency, Risk-based capital (“RBC”) and Solvency Margin Ratio (“SMR”) are metrics that affect our long-term business strategy and operating environment. OROE excluding the impact of foreign currency and SMR, as well as a relative TSR modifier, were added in 2017.● Motivate executives and reward long-term operational and strategic performance● Focus on key long-term value drivers for our business● Align executives’ interests with shareholder interests● Retain key talent● Exercise sound risk-management practices Annual report by the independent compensation consultant to the full Board on CEO pay and performance alignmentTARGET PAY ELEMENTS Long-standing stock ownership guidelines for executive officers and Directors Long-standing clawback policyBase salary is Double trigger requirements in all employment agreements with change-in-control provisions
No golden parachute payments for CEO following a change in control Officers and Directors may not implement 10b5-1 plans unless approved by the smallest componentCompensation Committee All employees are prohibited from hedging or engaging in short sales of compensation for the NEOs. We consider annualCompany stock Executive officers and long-term incentive compensation to be the most important compensation awarded: these pay elements represent the largest part of total rewards for executives and provide the strongest link toDirectors may not pledge Company results and shareholder value creation. Moreover, incentive compensation enables us to attract, retain, motivate and reward talented individuals who have the necessary skills to manage our growing global enterprise now and for the future.stock No repricing underwater stock options2017 CEO TARGET PAY ELEMENTSThe target pay mix to the right shows that 89% of the CEO’s target pay is performance-based variable pay. The target pay mix of the CEO’s pay package generally aligns with the average target pay mix for CEOs at the Company’s peers.
Base
SalaryTarget
MIPTarget Long-Term
Incentive Awards11% 24% 65% 89% Performance-based Compensation Discussion & Analysis|Executive Summary: Summary of Our Executive Compensation ProgramAFLAC INCORPORATED2018 PROXY STATEMENT33Strong Compensation Governance Policies and Leader in Best PracticesThe Company has been a leader in corporate governance best practices. Our executive compensation programs reflect the strong, long-standing governance principles outlined below.What We Do
First public company in the U.S. to provide shareholders with a say-on-pay vote (voluntary action starting in 2008, three years before such votes were required) Prioritize active engagement with our shareholders regarding our compensation program History of responding to our shareholders’ feedback Adherence to a rigorous pay-for-performance philosophy in establishing program design and targeted pay levels for NEOs Independent Compensation Committee oversees the program Independent compensation consultant is hired by and reports to the Compensation Committee Annual report by the independent compensation consultant to the full Board on CEO pay and performance alignment Long-standing stock ownership guidelines for executive officers and Directors Long-standing clawback policy Supplemental Executive Retirement Plan frozen to new participants effective January 1, 2015 Double trigger change-in-control requirements in all employment agreementsWhat We Don’t Do
No golden parachute payments for CEO following a change in control Officers and Directors may not implement 10b5-1 plans unless approved by the Compensation Committee Officers and Directors may not hedge or engage in short sales of Company stock Executive officers and Directors may not pledge Company stock No repricing underwater stock options No change-in-control excise tax gross-upsElements of our Executive Compensation Program2021 Proxy Statement 35 • providing comparative company performance to determine NEO compensation; • evaluating the competitiveness of the Company’s executive compensation and benefit programs; • reviewing plan design issues and recommending improvements; • apprising the Compensation Committee of trends and developments in the marketplace; • assessing the relationship between executive pay and performance; • assessing proposed performance goals and ranges for incentive plans; • conducting training sessions for the Compensation Committee; and • proposing the compensation for Non-employee Directors. of the Peer GroupThe Compensation Committee sets target compensation for the NEOs at market competitive levels with the assistance of the Peer Group responsibilities of the role at the Company an individual’s relevant experience and performance.As discussed in this CD&A, the Compensation Committee also considers our peer group when setting compensation amounts or targets. Each year, the Compensation Committee, with the assistance of its independent compensation consultant, reviews the composition of the peer group to ensure it remains appropriate. Key factors the Compensation Committee considers during this annual review include operating characteristics, revenue size, asset size, profitability, market value, and total number of employees. Based on the annual review, the Compensation Committee selects a peer group of companies that are engaged in businesses similar to that of the Company, are of a similar size as the Company, and compete against the Company for talent.
2017 Peer Group:● Aetna Inc.● The Allstate Corporation● Assurant, Inc.● The Chubb Corporation● CIGNA Corporation● CNO Financial Group, Inc.● Genworth Financial, Inc.● The Hartford Financial Services Group, Inc.● Humana Inc.● Lincoln National Corporation● Manulife Financial Corporation● MetLife, Inc.● Principal Financial Group, Inc.● The Progressive Corporation● Prudential Financial, Inc.● The Travelers Companies, Inc.● Unum GroupCompensation Discussion & Analysis| Strong Compensation Governance Policies and Leader in Best Practices34AFLAC INCORPORATED2018 PROXY STATEMENTThe 2017 peer group, which has not changed since 2013, consists of the companies shown on the previous page. In terms of the size factors considered, the Company is positioned near the middle of this group.2020 Peer Group data below shows how the Company’s revenues, total assets, and market value compare to the peer group medians for those metrics:Allstate Corporation Revenue Total Assets Market Value ($ millions) (1) (2) (2) Aflac Incorporated $21,667 $137,217 $34,511 Peer Median $28,902 $105,297 $34,625 (1)For the year ending December, 31, 2017.(2)As of December 31, 2017.In 2018, there have been a couple of minor changes to our peer group. See “Program Changes for 2018” which begins on page 43.Base Salary36 Aflac Incorporated ($ millions) Revenue(1) Total Assets(2) Market Value(2) Aflac Incorporated $22,147 $165,086 $31,238 Peer Median $31,981 $125,987 $30,869 Percentile Rank for Aflac Incorporated vs. Peers 44th 54th 51st Base salary is(1) For the smallest componentyear ending December 31, 2020(2) As of total compensation for the NEOs.The base salaries of our executive officers are competitively positioned relative to comparable executives at our peers and in the broader insurance sector, but also reflect each individual’s scope of responsibilities and performance. The Compensation Committee uses comparative market data on salaries in reviewing and determining the CEO’s salary, and the CEO uses the market data to inform his recommendations to the Compensation Committee for the salaries of the other executive officers.Mr. Daniel P. Amos has not received a salary increase in the last six years. Messrs. Crawford, Paul S. Amos II, and Kirsch did not receive salary increases in 2017. Mr. Lake received a base salary increase of approximately 1.5% in 2017. Mrs. Tillman received a base salary increase of approximately 12.8% in order to align her base salary competitively relative to similar roles in the market.Management Incentive Plan (MIP)All of the NEOs are eligible to participate in an annual non-equity incentive plan, referred to as the MIP, which was originally submitted to and approved by shareholders in 2012. Our new MIP, which became effective January 1, 2018, was approved by shareholders in 2017.HOW MIP PERFORMANCE GOALS ARE SETThe Board believes it is important for the Company to manage the business to provide long-term value to our shareholders. Therefore, performance goals under the MIP involve metrics that drive shareholder returns, and the MIP payout dependsDecember 31, 20201. The Company’s CEO, President and COO, and CFO recommend to the Compensation Committee the specific Company performance objectives that are aligned with corporate strategy, and thus drivingwill drive shareholder value and ensuringensure financial soundness. Recommended ranges are based, in part, on past performance results and scenario tests of the Company’s financial outlook as projected by a complex financial model. The model projects the impact on various financial measures using different levels of total new annualized premium, sales, investment returns, budgeted expenses, morbidity, and persistency.Compensation Discussion & Analysis|Elements of our Executive Compensation ProgramAFLAC INCORPORATED2018 PROXY STATEMENT2. 352. The Compensation Committee refers to these modeled results to establish a target performance level, as well as a minimum and maximum level, for each performance measure. The target goal is not equidistant between the minimum and maximum goals asgoals. Instead, for certain key metrics the MIP payout curve is “sloped” to require greater above targetsignificant above-target performance to achieve a maximum payout. TheCorrespondingly, the payout for a minimum result is one-half of the target payout, while the payout for athe maximum resultgoal (or better) is twice the target payout. No payouts are made for performance below the minimum goal. Interpolation is used to calculate incentive payouts for results between minimum and target goals or target and maximum.maximum goals. The 20172020 MIP goals were approved by the Compensation Committee in February 2017.March 2020.IMPORTANCE OF MEASURING MANAGEMENT’S PERFORMANCE EXCLUDING THE IMPACT OF CURRENCYSince 1991, the Company has communicated external earnings guidance that excludes foreign currency effects. Similarly, MIP objectives are set on a currency-neutral basis.Aflac Japan is important to our results, as the Japan segment reflects 70% of total revenues for the year ending December 31, 2017. The Company’s reported GAAP revenue, earnings, assets, book value and cash flow are impacted by the strengthening and weakening of the yen in relationship to the dollar, which is outside management’s control. Recognizing there is potential impact to the value of the Company’s shares from a strengthening and weakening of the yen, the Compensation Committee believes the value of executive equity awards and holding requirements serve to align management and shareholder exposure to the yen/dollar exchange rate. The Compensation Committee strongly believes that management should not be unduly rewarded from short-term movement in the yen/dollar exchange rate when the yen is strong or penalized in periods of yen weakening in terms of the associated impact to key incentive compensation metrics.TARGET SETTING CONSIDERATIONIn addition to currency neutrality, the Compensation Committee considers the current business operating environment and forecasts emerging from the Company’s strategic planning process when setting MIP objectives for each metric. These metrics are also generally consistent with the Company’s public guidance as provided during the annual December Outlook Call. For example, new product launches and distribution expansion can materially affect the Company’s sales results in Japan from one year to the next. In addition, low interest rates were expected to continue in 2017, especially in Japan. A low rate environment would continue to pressure Aflac Japan’s net investment income, as private placement investments were called or matured, and lead the Company to continue actively managing down sales of first sector savings products, which have returns that are more interest rate sensitive.• Corporate MetricOperatingMetric: Adjusted earnings per diluted share excluding foreign currency effect rose 6.9% in 2016, presenting a challenging comparison for 2017. Aflac • U.S. Segment: New Annualized Premium and Earned Premium • Japan earnings were expected to be affected by the low rate environmentSegment: New Annualized Premium and an anticipated premium decline from the Company’s tactical decision to de-emphasize first sector savings products. For Aflac U.S., expense ratios were expected to increase modestly in 2017 as a result of continued investment in overall IT, group product administration,Earned Premium• Global Investment Metrics: Net Investment Income (U.S. and EverwellSMplatforms. Despite these earnings headwinds, EPS targetsJapan GAAP Segments only) and ranges were increased as compared to 2016 levels and “sloped” in order to properly challenge management to achieve maximum payout results.Credit Losses/ImpairmentsU.S. and Japan Segment MetricsFor 2017, the performance metrics incorporated our long-term compound annual growth rate for U.S. sales in the range of 3-5%.After a strong performance in the prior year, 2017 was assumed to be a year of challenging third sector sales results. The continued interest rate driven pullback in first sector product sales was expected to impact cancer and medical insurance sales negatively in select channels. The launch of a refreshed medical product also was expected to be offset by the now distant cancer insurance revision (2014) and major distribution expansion via Japan Post (2015). These factors led the Compensation Committee to conclude that a lower third sector new annualized premium target was justified for 2017.Compensation Discussion & Analysis| Elements of our Executive Compensation Program36AFLAC INCORPORATED2018 PROXY STATEMENT2021 Proxy Statement 37 Global Investments MetricsIn addition, the associated reduction in investment cash flows and lower reinvestment rates were expected to negatively pressure net investment income including hedge costs in Japan, which represents the more significant contributor to this metric among the two segments. Most notably, $2.5 billion of fixed rate corporate bonds were sold in November 2016 and held in Japanese Government Bonds (“JGBs”) until suitable floating rate investments were identified over the course of 2017 and leading into 2018. Therefore, holding the proceeds in JGBs would be a natural drag on net investment income in 2017.For setting targets for credit losses and impairments, we perform a stringent review of our portfolio considering potential troubled sectors and exposures that could lead to credit losses or impairments during the coming year combined with any potential portfolio management actions that could lead to credit losses. In addition, the Company uses credit loss default models to arrive at an “expected loss” budget. The output of the analysis led to a lower target for credit losses and impairments for 2017 relative to the prior year.TARGET BONUS OPPORTUNITYThe Compensation Committee, with assistance from its independent compensation consultant, established target bonus levels for 2017 for the NEOs. These targets, shown to the right, were determined to be competitive relative to comparable positions within our peer group.The MIP opportunities for all NEOs are capped at 200% of their target opportunities.Target MIPNamed Executive Officer(as percent of base salary)Daniel P. Amos220%Frederick J. Crawford125%Audrey Boone Tillman80%Eric M. Kirsch200%Charles D. Lake II85%Mr. Paul S. Amos II is not reflected above or in the MIP tables below since he forfeited his MIP when his employment ended effective July 1, 2017.MIP PERFORMANCE METRICSThe incentive measures include statistical and non-GAAP financial measures, as more fully described below.CORPORATE METRICOperating38 Aflac Incorporated • Adjusted Return on Shareholders’ Equity • Risk Based Capital • Solvency Margin Ratio 2021 Proxy Statement 39 Target MIP Named Executive Officer (as percent of base salary) Daniel P. Amos 220% Max K. Brodén 100% Frederick J. Crawford 200% Eric M. Kirsch 200% Audrey Boone Tillman 120% 40 Aflac Incorporated Metric Compensation Rationale Daniel P.
Amos Max K.
Brodén Frederick J.
Crawford Eric M.
Kirsch Audrey
Boone
TillmanCorporate Objective Growth in adjusted earnings per diluted share, excluding the impact of foreign currency, is computed using the average yen/dollar exchange rate for the prior year, which eliminates fluctuations from currency rates that can magnify or suppress reported results in dollar terms. 45.45% 42.00% 42.50% 22.50% 37.50% Subtotal 45.45% 42.00% 42.50% 22.50% 37.50% U.S. Segment New Annualized Premium (increase over 2019) New annualized premium is policies sold and converted during the reporting period. 9.09% 8.00% 10.00% 2.50% 15.625% Earned Premium (increase over 2019) 9.09% 8.00% 10.00% 2.50% 15.625% Subtotal 18.18% 16.00% 20.00% 5.00% 31.25% Japan Segment New Annualized Premium (excluding Japan Post sales) Focuses on maintaining our leadership position in cancer and medical (third sector) insurance while also offering first sector protection products. Both third sector and first sector protection products are less interest-rate sensitive than savings-type products and have strong and stable margins. 13.64% 17.00% 15.00% 3.75% 15.625% Earned Premium (decrease in third sector and first sector protection sales) 13.64% 17.00% 15.00% 3.75% 15.625% Subtotal 27.28% 34.00% 30.00% 7.50% 31.25% Global Investments Net Investment Income (U.S. and Japan GAAP Segments only) Recognizes the need to responsibly invest the premium and other cash flows to maximize the risk-adjusted performance of our portfolio, subject to our liability profile and capital requirements. 9.09% 8.00% 7.50% 45.00% — Credit Losses/Impairments — — — 20.00% — Subtotal 9.09% 8.00% 7.50% 65.00% — Total 100% 100% 100% 100% 100% * Adjusted earnings, excluding the impact of foreign currency, is not calculated as:
Operating earnings, excluding theimpact of foreign currency*Weighted-average diluted shares outstanding*Operating earnings, excluding the impact of foreign currency, is not calculated in accordance with generally accepted accounting principles in the U.S. (“GAAP”).in accordance with GAAP. See the Appendix to this Proxy Statement for a definition for this non-GAAP financial measure and a reconciliation to the most directly comparable GAAP measure.Operating2021 Proxy Statement 41 • our decision to hedge against falling interest rates paid off more than anticipated in the year, net of locking in hedge costs; • tactical asset allocation decisions balancing lower deployment in floating rate loans; and • significant increase in call income as issuers redeemed bonds due to lower refinancing rates. 42 Aflac Incorporated Minimum
GoalTarget
GoalMaximum
Goal2020 Payout
Percentages
vs TargetCorporate Metric:
Adjusted earnings per diluted share on a consolidated basis for the Company
(excluding foreign currency effect)(1)(3)
200% U.S. Segment Metrics:
Increase in New Annualized Premium
0% Increase in Earned Premium 
0% Japan Segment Metrics:
New Annualized Premium in billions of Yen
(excluding Japan Post sales)
0% Decrease in Earned Premium (third sector and first sector protection sales) 
63.73% Global Investments Metrics:
Net Investment Income
(U.S. and Japan GAAP segments only)(2)(3)
200% Credit Losses/Impairments (in millions)(4) 
166.67% (1) The target corresponds to the same 2019 base of $4.42 per diluted share (net of foreign currency effect). (2) In February 2021, the Compensation Committee excluded the net investment income from the unplanned cash flow boosted by delaying dividends to the Company from subsidiaries during 2020 ($12 million) for all MIP participants. This change has no impact on the Global Net Investment Income payout. (3) Excludes corporate and other portfolio income and includes only the U.S. and Japan Segments. Net call and make-whole income are included in the net investment income, but capped at $15 million on a consolidated level (call premium income less lost net investment income on reinvestment). Variable net investment income (externally managed private equity and real estate equity) is included within a range of -10% to +10% of variable net investment income. Adjusted for any corporate shift in U.S. dollar hedging strategy. Includes asset management equity income for investments within Aflac Incorporated. These exclusions and limits had no impact on the payout percentage. (4) This measure excludes realized losses on securities sold for pre-approved tax purposes, Japan principal reserve matching and segregated portfolio asset liability management, corporate shift in RBC drawdown plan, switch trades in excess of $100 million in assets, and compliance with internal risk limits. Excludes accounting policy driven mark-to-market losses on equities, alternatives, and perpetual securities. 2021 Proxy Statement 43 As a % of
base salaryNEO Target Earned Daniel P. Amos 220% 259% Max K. Brodén 100% 111% Frederick J. Crawford 200% 219% Eric M. Kirsch 200% 341% Audrey Boone Tillman 120% 102% 44 Aflac Incorporated NEO Target LTI (as percent
of base salary)Max K. Brodén 175% Frederick J. Crawford 250% Eric M. Kirsch 200% Audrey Boone Tillman 250% Metric Compensation Committee Rationale Weighting growth is computed using the average yen/dollar exchange rate for the prior year, which eliminates fluctuations from currency rates that can magnify or suppress reported results in dollar terms.÷ Adjusted Book Value*U.S. AND JAPANESE SEGMENTSFor both the U.S. and Japanese segments, we use a metric referred to as the increase in total new annualized premiums (on policies sold and converted) during the reporting period. Both segments’ MIP metrics include the percentage increase in Direct Premiums. We defineDirect Premiums as the insurance premium earned by the segment during the period, prior to any reinsurance ceded or assumed. The Japan segment focuses only on third sector premiums for both new annualized premium and direct premium metrics.GLOBAL INVESTMENTS METRICSNet Investment Income and credit loss budgetrecognizes the need to invest responsibly the premiums and other cash flows to maximize risk-adjusted performance of our portfolio, subject to our liability profile and capital requirements.Compensation Discussion & Analysis| Elements of our Executive Compensation ProgramAFLAC INCORPORATED2018 PROXY STATEMENT37WEIGHTINGS OF EACH PERFORMANCE OBJECTIVE FOR 2017The performance measures are weighted differently for each NEO and for all other officer levels in the Company. We vary the weightings to reflect how each position can and should influence the outcome of particular metrics. Weightings of Annual Incentive Metrics as a Percent of Target Daniel P. Amos Frederick J. Crawford Audrey Boone Tillman Eric M. Kirsch Charles D Lake II Corporate Objective: Operating earnings per diluted share on a consolidated basis for the Company (excluding foreign currency effect) 45.45% 41.60% 37.50% 25.00% 23.54% Subtotal Aflac Incorporated 45.45% 41.60% 37.50% 25.00% 23.54% U.S. Segment: New Annualized Premium 9.09% 8.00% 15.63% 4.00% – Direct Premiums 9.09% 8.00% 15.63% 4.00% – Subtotal 18.18% 16.00% 31.26% 8.00% – Japan Segment: New Annualized Premium (third sector sales) 13.64% 17.20% 15.62% 6.00% 32.35% Direct Premiums (third sector sales) 13.64% 17.20% 15.62% 6.00% 32.35% Subtotal 27.28% 34.40% 31.24% 12.00% 64.70% Global Investments: Net Investment Income including hedge costs (Consolidated) 9.09% 8.00% – 40.00% 11.76% Credit Losses/Impairments – – – 15.00% – Subtotal 9.09% 8.00% – 55.00% 11.76% GRAND TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 2017 MIP TARGETS AND ACTUAL PERFORMANCEActual performance relative to 2017 MIP targets was determined after the end of the year and presented to the Compensation Committee for discussion and approval at its February 2018 meeting. The following table shows the corporate and business segment metrics, objectives, and results for the 2017 MIP awards. 2017 Payout Minimum Goal Target Goal Maximum Goal 2017 Actual Percentages Corporate Metric: Operating earnings per diluted share on a consolidated basis for the Company (excluding foreign currency effect)(1) $6.40 $6.55 $6.75 $6.89(2) 200% U.S. Segment Metrics: Increase in New Annualized Premiums 3.00% 3.50% 5.00% 4.74% 182.83% Increase in Direct Premiums 1.00% 1.70% 2.50% 2.03% 137.19% Japan Segment Metrics: Increase in New Annualized Premiums (third sector sales) -1.00% 0.00% 2.00% 4.09% 200% Increase in Direct Premiums (third sector sales) 1.25% 1.60% 2.00% 1.91% 177.06% Global Investments Metrics: Net Investment Income including hedge costs (Consolidated) Budget
minus 2% Budget Budget
plus 2.5% Budget
plus 1.94%(3) 177.66% Credit Losses/Impairments (in millions) ($350) ($225) ($75) ($79) 197.60% (1)Corresponds to a decrease of 1.5% for the minimum goal, and increases of .8% and 3.8% for the target goal and the maximum goal, respectively, from the 2016 base of $6.50 per share (net of foreign currency effect).(2)Actual 2017 results is less than the published amount of $6.91 due to an adjustment for the 4th quarter accounting change for make whole income, which was excluded from the MIP results.(3)Actual 2017 results excludes the impact of the 4th quarter accounting change for make whole income.Compensation Discussion & Analysis| Elements of our Executive Compensation Program38AFLAC INCORPORATED2018 PROXY STATEMENTCorporate MetricOperating earnings per share on a currency-neutral basis for the full-year came in at $6.91 per share, up 6.3% and at the high-end of the increased guidance-range communicated as part of the Company’s third quarter earnings announcement. Operating results reflect strong overall margins in the insurance segments with benefit ratios outperforming expectations. It is important to note that benefit ratios can fluctuate and recent positive results are not necessarily assurance of continued positive trends.U.S. Segment MetricsFourth quarter 2017 sales were the best in Company’s history (up 6.7%), resulting in a 4.7% increase for the year. The 2017 sales were driven by both strong overall growth in broker distribution (11.0% YTD increase), and improved growth in the career sales distribution (1.4% YTD increase). Focused investments in distribution resulted in significant improvements in productivity per producer. Results from U.S. platform investment as well as customer experience improvements contributed to record U.S. persistency of 77.5%.U.S. earned premium grew 2% and benefited from sales outperformance and record persistency. Benefit ratios remain stable and came in modestly lower than expectations.Japan Segment Metrics2017 ultimately benefited from relative stability in sales results despite the pullback in first sector product sales, stability in the Japan Post channel and a better-than-anticipated launch of our new Medical product. New annualized premium sales for the third sector increased by 4.1% for 2017. Although cancer insurance sales remained level with the previous year, medical insurance grew substantially, up 9.3% driven by the introduction of a new medical insurance product.Global Investments MetricsIn a year of historically low volatility, investment performance in Japan contributed to the Company’s strong results in the year with out-performance driven by higher yields on yen investments and lower hedge costs driving favorable dollar program income. The U.S. dollar hedge costs for the full year were $228 million, below the original forecast for the year. Overall credit conditions and asset quality remained strong for the year with only a modest level of impairments.Please refer to the 2017 Business Overview section beginning on page 31 for additional information.2017 MIP PAYOUTSThe table to the right reflects target and earned percentages of salary for each NEO for the MIP based on 2017 performance results.The Compensation Committee has the discretion in certain limited circumstances to adjust the MIP results related to particular performance measures if the Committee determines that a class of MIP participants would be unduly penalized or rewarded because a payout is incompatible with the performance measure. There were no adjustments to the NEOs’ MIP payouts for 2017. The MIP payouts were paid in February 2018. As a % of base salary NEO Target Earned Daniel P. Amos 220% 413% Frederick J. Crawford 125% 235% Audrey Boone Tillman 80% 147% Eric M. Kirsch 200% 372% Charles D. Lake II 85% 161% For additional information about the MIP, please refer to the 2017 Grants of Plan-Based Awards table below, which shows the threshold, target, and maximum award amounts payable under the MIP for 2017, and the 2017 Summary Compensation Table, which shows the actual amount of non-equity incentive plan compensation paid to the NEOs for 2017.Compensation Discussion & Analysis| Elements of our Executive Compensation ProgramAFLAC INCORPORATED2018 PROXY STATEMENT39Long-term Equity IncentivesOVERVIEW OF LTI PROGRAMThe Compensation Committee administers the Long-Term Incentive Plan. In February 2017, the Compensation Committee authorized grants of LTI awards to executive officers, including NEOs, in the form of PBRS. All other officers received a combination of time-based restricted stock units and stock options.In determining the number of PBRS to be granted to NEOs, the Compensation Committee is advised by its independent compensation consultant and considers market data regarding comparable executive positions within the Company’s peer group and the broader insurance sector, in addition to tenure and performance. Based on these considerations, the Committee determines award levels that it believes to be competitive within the Company’s peer group and the broader insurance sector and appropriate in aligning the NEOs’ compensation with performance and the interests of our shareholders. Future payouts (if any) on the February 2017 PBRS awards will be based on the Company’s performance from 2017 through 2019. Executives can earn between 0% and 200% of the target number of PBRS granted based on performance, which is consistent with typical market practices.LTI awards will vest three years from the issuance date, subject to satisfaction of performance conditions and final Compensation Committee authorization.TARGET LTI AWARDSStarting in 2017, the pay program for the CEO is a market based approach (previously a matrix approach). The Company granted the CEO the entire target annual LTI award in February 2017 at a market competitive level. Target grant levels were set primarily considering peer market data. The target LTI is set to equal the estimated 2017 50th percentile LTI of peers. This resulted in the CEO’s target LTI being 583% of his base salary.2017 annual LTI award targets as a percent of base salary for the other NEOs were as shown to the right:Target LTI(as percent ofNEObase salary)Frederick J. Crawford250%Audrey Boone Tillman150%Eric M. Kirsch200%Charles D. Lake II120%Paul S. Amos II250%LTI PERFORMANCE METRICSThe PBRS will vest based on the achievement of the average of each of OROE excluding the impact of foreign currency, RBC and SMR for the cumulative three-year performance period beginning January 1, 2017, and ending December 31, 2019. The achievement will be modified (up to +/-20%) based on our total shareholder return relative to the members of our proxy peer group (relative total shareholder return, or RTSR). The three metrics are described below.Operating return on equity (or OROE) excluding the impact of foreign currency was a performance measure for the MIP in 2016. The Compensation Committee determined that this OROE metric is more appropriate for the LTI program, because it allowsEnables shareholders to evaluate our financial achievements relative to other organizations in terms of how effectively we use capital to generate earnings. earningsWe define OROE excluding foreign currency (or currency-neutral OROE) as follows:Operating earnings, excluding theimpact of foreign currency*Adjusted book value*70% Risk-Based Capital (RBC) *Operating earnings, excluding the impact of foreign currency, and adjusted book value are not calculated in accordance with U.S. GAAP. See the Appendix to this Proxy Statement for definition for these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures.OROE excluding the impact of foreign currency has been assigned 50% weighting.Compensation Discussion & Analysis| Elements of our Executive Compensation Program40AFLAC INCORPORATED2018 PROXY STATEMENTWhile recognizing the importance of maximizing profitability and return on equity to shareholders, the Compensation Committee also believes that it is appropriate to do so within the context of a solid risk framework, which is best represented by the current regulatory solvency measures in the U.S. and Japan.Risk-based capital (“RBC”) is determined on a U.S. statutory accounting basis at each calendar year end. This performance measure was selected because the Company believes capitalCapital adequacy is a significant concern for the financial markets and shareholder confidence. RBC has been assigned15% Solvency Margin Ratio (SMR) 25% weighting.significant concern for the financial markets and shareholder confidence.Solvency margin ratio (“SMR”) is the principal•Principal capital adequacy measure in Japan. SMR was aJapan15% Total Shareholder Return Relative to Peer Group (RTSR) •Align LTI payouts with relative performance measure for the MIP in 2016. In 2017 the Compensation Committee decided that our long-term incentive awards should reflect both the U.S. and Japan regulatory capital metrics. We view maintaining a strong capital position as a priority.We have assigned SMR the same 25% weighting as RBC for the cumulative three-year average performance period beginning in 2017.2017 LTI PERFORMANCE TARGETSThe following illustrates the terms of the 2017 PBRS grant.
50%Currency-neutralOROE result25%SMR result25%RBC resultRTSRModifierFinalPayoutto peer groupModifier
(up to ± 20%)Awards earned based on three-year average results for each of the
currency-neutral OROE, SMR, and RBC metrics. Earned amounts will be
modified based on the Company’s TSR performance vs. peers 
PAYOUT 2017 2018 2019 2020 GOALS RELATIVE TSR
(RTSR) MODIFIERPerformance
Level 3-Yr. Avg. Currency-
neutral OROE Goal
(50% weighting)* 3-Yr. Avg. SMR Goal
(25% weighting) 3-Yr. Avg. RBC Goal
(25% weighting) Payout
(% of Target) 3-Yr. RTSR
percentile
Rank vs. Peers Modifier to Earned
AmountsMaximum 16.5% 700% 600% 200% 75th percentile or greater 1.20x Target 14.25% 600% 500% 100% 
Between 25th and 75th percentile 1.00x Threshold 12.5% 500% 400% 50% 25th percentile or worse 0.80x *This differs from the performance levels as previewed in our 2017 Proxy Statement for OROE excluding the impact of foreign currency due to an immaterial formulaic error. The correction will not result in a change in potential compensation to the grantees.●For financial performance (OROE excluding the impact of foreign currency, SMR, and RBC), linear interpolation will be used to determine payouts for performance between the corresponding goals (i.e., threshold to target, or target to maximum)●For RTSR, adjustments of 1.20x or 0.80x would be made only if the Company’s RTSR is in the upper or lower quartile, respectively, versus its peers; no adjustments to amounts earned pursuant to the Company’s financial performance will be made for RTSR performance falling between the 25th and 75th percentiles of the peers●Maximum potential payouts will be capped at 200% of targetRBC thresholds were* AROE, adjusted down modestly to reflect the eventual draw-down of excess capital in the U.S. as a result of our Japan branch conversion. Overall, we believe these changes for 2017 further enhance our longstanding strong pay-for-performance philosophy, while also being responsive to the business and talent markets in which we compete.Compensation Discussion & Analysis| Elements of our Executive Compensation ProgramAFLAC INCORPORATED2018 PROXY STATEMENT41SPECIAL AWARDSFrom time to time, we may make special awards in the form of restricted stock units (“RSUs”) to recognize major milestones, to secure leadership stability, or to achieve other strategic objectives. On August 8, 2017, the Compensation Committee made RSU grants to Messrs. Crawford and Lake and Mrs. Tillman to recognize the leadership of these executives in guiding the conversion of our Japan branch to a subsidiary through the regulatory approval and closing processes, and also to recognize their increasing responsibilities within the governance of the new corporate structure. These awards also served to secure senior management stability through the important transition period to the new structure. Mr. Crawford’s grant will vest on the third anniversary of the grant date while Mr. Lake’s and Mrs. Tillman’s grants will vest, ratably, on the first, second and third anniversaries of the grant date, in each case assuming continued service through the respective vesting dates.Independent Compensation ConsultantThe Compensation Committee has retained a nationally recognized compensation consultant, Mercer LLC, to assist and advise the Compensation Committee in its deliberations. Mercer typically assists in the following areas:● providing comparative company performance to determine CEO pay;● evaluating the competitiveness of the Company’s executive compensation and benefit programs;● reviewing plan design issues and recommending improvements;● apprising the Compensation Committee of trends and developments in the marketplace;● assessing the relationship between executive pay and performance;● assessing proposed performance goals and ranges for incentive plans;● providing comparative company data to determine NEO compensation;● conducting training sessions for the Compensation Committee; and● determining the compensation of Non-employee Directors.Fees paid to Mercer for these services totaled $180,861 in 2017. Management retained certain Mercer affiliates to provide additional services not pertaining to executive compensation during 2017, and approved payments totaling $19,342,241—primarily for broker commissions for insurance sales—for those services. As reported by Mercer to the Compensation Committee, these payments represented less than 0.14% of Mercer’s parent company’s annual revenue. The Compensation Committee assessed Mercer’s independence pursuant to SEC rules and concluded that no conflict of interest exists with respect to the work Mercer performs for the Committee.Compensation Discussion & Analysis| Independent Compensation Consultant42AFLAC INCORPORATED2018 PROXY STATEMENTMIP ChangesThe majority of metrics have been left structurally consistent with 2017, including weightings with specific targets and ranges adjusted for our 2018 financial plan, public guidance, and appropriately challenging management.Operating earnings, per share was adjusted for the Company’s 2 for 1 stock split and increased to reflect organic earnings per share growth expectations and U.S. tax reform. The range has been widened on a split-adjusted basis from 2016 levels requiring incremental outperformance to achieve above-target payouts.In Japan, the Company has changed the definition of annual premium or sales and earned premium to include both cancer and medical as well as first sector protection products (life insurance). This change reflects renewed focus on the sale and growth rate of these products. The Company continued to deemphasize savings products that are more sensitive to the low interest rate environment in Japan. Annualized premium (sales) target range has been widened significantly to recognize recent years of variability in results and timing issues associated with branch conversion and new product launch. Earned premium has replaced direct premium to align with the Company’s public guidance and a more economically impactful definition of premium revenue.In the U.S., annualized premium (sales) metric ranges have been both increased and widened to require continued growth for above target payouts. Earned premium has replaced direct premium to align with the Company’s public guidance and a more economically impactful definition of premium revenue.Investment metrics have been left the same with absolute net investment income growth required for above target performance despite the persistent low rate environment in Japan, reduced asset flows from the pullback in first sector savings products and deployment of excess capital in the U.S.The Compensation Committee continued with the practice of installing “sloped” payout mechanisms for the most significant and higher-weighted metrics. “Sloping” essentially results in requiring more significant out-performance to achieve above target payouts. EPS, sales, earned premium, and Net Investment Income have all been “sloped” to ensure balance in performance and relative executive compensation payout.LTI ChangesThe basic structure of the Company’s LTI remains in place with metrics including OROE excluding the impact of foreign currency, and adjusted book value are not calculated in accordance with GAAP. See the Appendix to this Proxy Statement for definitions for these non-GAAP financial measures and reconciliations to the most directly comparable GAAP measures.
(1) Excludes the 2022 adoption of new GAAP accounting for long-duration contracts. (2) Excludes impact of unrealized gains on available for sale securities. (3) RBC measured on an Aflac-only basis and excludes the impact of the 2020 Zurich business acquisition of approximately 25 percentage points. 2021 Proxy Statement 45 • For financial performance (AROE, SMR, and RBC. However, recognizingRBC), linear interpolation will be used to determine payouts for performance between the alignmentcorresponding goals (i.e., threshold to target, or target to maximum).• For RTSR, adjustments of OROE1.20x or 0.80x will be made only if the Company’s RTSR is in the upper or lower quartile, respectively, versus our peers. There will not be any adjustments to the payout if RTSR falls between the 25th and 75th percentiles of the peers.• Maximum potential payouts will be capped at 200% of target. 
(1) The performance metric operating return on equity (“OROE”), excluding the impact of foreign currency, shareholder valuewas renamed in 2018 to AROE (calculation has not changed).(2) RBC measured on an Aflac-only basis and refreshed capital management strategies in a yearresults exclude the impact of Japan branch conversion, we have increased the weighting for currency-neutral OROE (70%) and reduced the weightings for RBC (15%) and SMR (15%). The structure also preserves the relative total shareholder return (RTSR) modifier approach. However, important changes have been made to key definitions and the payout potential as follows:●In 2017, the definition of SMR was changed to remove the positive benefits of unrealized gains on Available For Sale (“AFS”) securities in the Japan investment portfolio. Recent decreases in interest rates and a narrowing of credit spreads have served to inflate the metric and we believe it prudent to continue to remove from the SMR calculation. However, the Company is maintaining any negative impact from unrealized losses on the AFS portfolio as that may have implications for repatriation and dividends paid from Japan to the Company.●SMR and RBC targets have been adjusted to reflect the Company’s capital management strategy post conversion of the Japan branch. While the weightings have been reduced, these metrics are critical to preserving financial strength ratings considered essential in growing our business and ensuring stability in our global regulatory standing and defending our respected brand.●The target currency neutral OROE has been changed to 13.75% consistent with our three year plan, but maximum and minimum performance levels were left unchanged relative to 20172020 Zurich business acquisition.
46 Aflac Incorporated AFLAC INCORPORATED2018 PROXY STATEMENT43such that there is naturally a steeper slope in exchange for a lower target. The modestly lower currency neutral OROE is a result of holding more capital during a period of transition with our Japan legal structure change.●With these changes, the total maximum payout potential under the program, including the RTSR modifier, remains at 200% for participating executives.Peer Group ChangesOur peer group will change in 2018. Genworth will be removed from the 2018 peer group due to size, low share price and its pending acquisition. Brighthouse Financial will be added to the peer group. Brighthouse Financial is the former MetLife US Retail business focused on life insurance and retirement income annuities that was spun-off from MetLife in August 2017. It fits the size criteria and operating characteristics of Aflac’s other current peers.Retirement, Deferral, and Savings PlansThe retirement, deferral and savings plans described below were established in order to provide competitive post-termination benefits for officers and employees, including the NEOs, in recognition of their service and contributions to the Company.Defined Benefit Pension PlansAs described further in “Pension Benefits” below, the Company maintains tax-qualified, noncontributory defined benefit pension plans covering substantially all U.S. employees, including the NEOs, who satisfy the eligibility requirements. Mr. Lake, who became a Japan employee on August 1, 2013, has benefits accrued in the U.S. tax-qualified plan from his 14 years as a U.S. employee. The Company also maintains nonqualified supplemental retirement plans covering some of the NEOs. No change has been made to the pension plans and the benefit level remains the same as it was last year. Mr. Lake currently participates in a Japan nonqualified supplemental retirement plan, which is explained on page 53. Deferred Compensation PlanThe NEOs (other than Mr. Lake), together with other U.S.-based eligible executives, are entitled to participate in the Executive Deferred Compensation Plan (“EDCP”). Messrs. Daniel P. Amos and Crawford and Mrs. Tillman are the only NEOs currently participating in this plan. Mr. Lake has funds in the plan from his 14 years as a U.S. employee, but he no longer actively participates in the plan. The EDCP is discussed in more detail below under “Nonqualified Deferred Compensation.”401(k) Savings and Profit Sharing PlanThe Company maintains a tax-qualified 401(k) Savings and Profit Sharing Plan (the “401(k) Plan”) in which all U.S.-based employees, including the U.S.-based NEOs, are eligible to participate under the same terms. Until 2018, the Company matched 50% of the first 6% of eligible compensation contributed to the 401(k) Plan. As a result of U.S. tax reform legislation enacted in December 2017, the Company announced it would increase its matching contributions to 100% of each employee’s contributions which were not in excess of 4% of the employee’s annual cash compensation. This increase became effective on January 1, 2018. Employee contributions made to the 401(k) Plan are 100% vested. Employees vest in Company contributions at the rate of 20% for each complete year of service. After five years of service, employees are fully vested in all Company contributions. The Company provides a nonelective contribution to the 401(k) plan of 2% of annual cash compensation for employees who elected to opt out of the future benefits of the U.S. defined benefit plan and for new U.S. employees who started working for the Company after September 30, 2013. Mr. Crawford is the only NEO who participates in the nonelective contribution.Other BenefitsThe Company provides NEOs with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. For details, see the “All Other Compensation” column in the 2017 Summary Compensation Table on page 47.Compensation Discussion & Analysis| Retirement, Deferral, and Savings Plans44AFLAC INCORPORATED2018 PROXY STATEMENT of its employees, as well as paid time off, leave of absence, and other similar policies. The U.S.-based NEOs and other officers are eligible to participate in these programs along with, and on the same basis as, the Company’s other salaried employees. In addition, the NEOs are eligible to receive reimbursement for medical examination expenses.2021 Proxy Statement 47 Position Ownership guideline Chairman of the Board/CEO 8x base salary President of Aflac Incorporated 5x base salary Chairman/Vice Chairman/President of Aflac U.S. 4x base salary Chairman/Vice Chairman/President of Aflac Japan 4x base salary All other executive officers 3x base salary Non-employee Directors 4x cash annual retainer 48 Aflac Incorporated
Georgette D. Kiser
Katherine T. Rohrer2021 Proxy Statement 49 Name and
Principal Position Year Salary(1)
($) Bonus
($) Stock
Awards(2)
($) Option
Awards(2)
($) Non-equity
Incentive
Plan
Compensation
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings(3)
($) All Other
Compensation(4)
($) Total
($) Total
without
Change in
Pension
Value*
($) Daniel P. Amos 2020 1,441,100 — 8,471,063 — 3,734,173 8,514,587 452,804 22,613,727 14,099,140 Chairman and CEO 2019 1,441,100 — 8,272,062 — 4,002,594 — 393,096 14,108,852 14,108,852 2018 1,441,100 8,922,142 — 4,638,345 2,166,871 366,940 17,535,398 15,368,527 Max K. Brodén** 2020 560,000 — 978,137 — 620,672 — 195,451 2,354,260 2,354,260 Executive Vice President, CFO and Treasurer Frederick J. Crawford 2020 825,000 — 2,058,586 — 1,807,738 — 439,337 5,130,661 5,130,661 President, COO 2019 725,000 — 3,066,265 — 1,104,981 — 322,446 5,218,692 5,218,692 2018 725,000 — 4,905,453 — 1,391,688 — 366,214 7,388,355 7,388,355 Eric M. Kirsch 2020 650,000 — 1,297,533 — 2,219,400 64,131 30,615 4,261,679 4,197,548 Executive Vice 2019 650,000 — 1,338,520 — 2,291,995 80,568 29,729 4,390,812 4,310,244 President, Global Chief Investment Officer; President, Aflac Global Investments 2018 593,800 2,248,570 2,150,087 22,820 28,620 5,043,897 5,021,077 Audrey Boone Tillman 2020 700,000 — 1,746,677 — 713,650 1,910,129 11,560 5,082,016 3,171,887 Executive Vice 2019 680,000 — 1,400,319 — 850,830 2,636,646 38,695 5,606,490 2,969,844 President, General Counsel 2018 670,333 — 1,429,765 — 1,121,759 1,135,561 13,739 4,371,157 3,235,596 * Total without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. This additional column has been included to show the effect that the year-over-year change in pension value had on total compensation as determined under applicable SEC rules. The amounts reported in the Total without Change in Pension Value column differ from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value, as discussed in footnote 3 below, is subject to many external variables that are not related to the Company’s performance. ** Mr. Brodén was promoted to CFO on January 1, 2020, and became an NEO on that date. (1) In each of the three years above, includes $441,100 deferred for Mr. Amos. This amount is included in the 2020 Nonqualified Deferred Compensation table below. See “Elements of Our Executive Compensation Practices and ProceduresEquity Granting PoliciesEach year, typicallyProgram — Base Salary” in February, the Compensation Committee meets shortly afterDiscussion and Analysis section of this Proxy Statement for information about adjustments to base salaries in 2020.(2) In accordance with the SEC’s reporting requirements, we report all equity awards at their full grant date fair value under ASC 718 at target-level performance for PBRS, which is the probable achievement level of the performance conditions. The Company’s valuation assumptions are described in Note 12, “Share-Based Compensation,” in the Notes to the Consolidated Financial Statements in the Company’s fiscalAnnual Report on Form 10-K filed with the SEC for the year results are released to the public. At that time,ended December 31, 2020. See “Elements of Our Executive Compensation Program — Long-Term Incentives” in the Compensation Committee reviews recommendations developedDiscussion and Analysis section of this Proxy Statement for additional information about these long-term incentives and their terms. Assuming achievement of performance goals at the maximum level, the aggregate grant date fair value of the PBRS would be: Daniel P. Amos, $16,942,126; Max K. Brodén, $1,956,274; Frederick J. Crawford, $4,117,172; Eric M. Kirsch, $2,595,066; Audrey Boone Tillman, $3,493,354. See page 53 for a more detailed discussion of our outstanding equity grants compared to fair market value as of December 31, 2020.(3) No amount in this column is attributable to above-market earnings on deferred compensation. The change in pension value was driven largely by the CEOdecrease in discount rate from 3.25% in 2019 to 2.68% in 2020. Messrs. Brodén and CFO (with input from Mercer)Crawford are not eligible to participate in the Company’s defined benefit plans because the plans were frozen to new participants before they joined the Company. See the “Pension Benefits” section and the accompanying table beginning on page 54 for PBRS, stock options, and time-based restricted stock. Option grants are awarded on the datea more detailed discussion of the meeting, and have a per share exercise price set at the closing price on the date of grant. The Company has never engagedretirement plans.(4) Additional information regarding all other compensation is provided in “backdating” of options.The Company may periodically make additional equity grants during the course of the year, but as a matter of policy does not make equity grants in advance of material news releases.Stock Ownership Guidelines; Hedging and Pledging RestrictionsThe Company believes its executive officers and Directors should have a significant equity interestdetail in the Company“All Other Compensation” and has enforced stock ownership guidelines for executive officers and Directors for almost two decades. The current stock ownership guidelines are as follows:PositionOwnership guidelineChairman, CEO, President, and President of Aflac5x base salaryAll other executive officers3x base salaryNon-employee Directors4x cash annual retainer“Perquisites” table below.Officers have four years from their hire or promotion date to satisfy their respective stock ownership requirements. Non-employee Directors have five years from the date first elected to the Board to satisfy these requirements.50 Aflac Incorporated Name Perquisites and
Other Personal
Benefits(1)
($) Company
Contributions
to 401(k) Plan
($) Company
Contribution
to Nonqualified
Deferred
Compensation(2)
($) Total
($) Daniel P. Amos 441,404 11,400 — 452,804 Max K. Brodén 1,250 17,100 177,101 195,451 Frederick J. Crawford 27,326 17,100 394,911 439,337 Eric M. Kirsch 19,215 11,400 — 30,615 Audrey Boone Tillman 160 11,400 — 11,560 Ownership includes all shares held by the officer or Director and their spouse, as well as time-based, unvested restricted shares. Shares pledged as collateral for a margin account or other loan, performance-based restricted shares, and stock options (vested or unvested) do not count toward these stock ownership guidelines.Each current NEO and Director has stock ownership that exceeds ownership guidelines or is working toward meeting the requisite guideline within the allowed time frame. Progress toward meeting the guidelines is reviewed regularly and reported to the Board.The Company’s insider trading policy prohibits our Directors, officers and other covered persons from selling our Common Stock “short,” engaging in option trading (puts, calls, or other derivative securities) relating to our Common Stock, entering into a 10b5-1 plan (unless approved by the Compensation Committee), or hedging. Beginning in 2013, the Board adopted a policy prohibiting any further pledging of the Company’s stock by executive officers and Directors. All other covered persons under the Company’s insider trading policy must pre-clear with the policy’s compliance officer before pledging Company stock as collateral for a margin account or other loan.Employment AgreementsThe Company has employment agreements with the NEOs and certain other executives in key roles. The agreements generally address: role and responsibility; rights to compensation and benefits during active employment; termination(1) Perquisites are more fully described in the eventPerquisites table.(2) Includes $177,101 and $394,911 of death, disability or retirement; terminationa Company deferred compensation contribution for cause or without cause;Messrs. Brodén and resignationCompensation Discussion & Analysis| Additional Executive Compensation Practices and ProceduresAFLAC INCORPORATED2018 PROXY STATEMENT45by the employee. Some agreements also contain termination and related pay provisionsCrawford, respectively. This amount is included in the event of a change in control. These change-in-control provisions do not apply unless there is both a change in control and a termination by the Company without cause or a resignation by the executive for good reason. This is commonly referred to as a “double trigger” requirement. Further, each agreement stipulates that the subject executive may not compete with the Company for a prescribed period following termination of employment, or disclose confidential information.The payments that may be made under each NEO’s employment agreement upon termination of employment under specified circumstances are described in more detail below under “Potential Payments Upon Termination or Change in Control.”Change-in-Control Policy and Severance AgreementsThe Company has no formal change-in-control or severance policy. However, as noted above, individual employment agreements generally have provisions related to these matters. These agreements provide no excise tax gross-ups.In June 2017, Paul S. Amos II, former President, Aflac, entered into a separation agreement. For more information, see “Separation Arrangements for Mr. Paul S. Amos II” on page 59.Recovery (“Clawback”) PolicyThe Company has a “clawback” policy that allows the Compensation Committee to review any adjustment or restatement of performance measures and determine whether that adjustment or restatement warrants modifying or recovering non-equity incentive awards. If it is deemed that such a modification or recovery is appropriate, the Compensation Committee is charged with determining the amount of recovery and the officer group to be affected.Certain Tax Implications of Executive CompensationSection 162(m) of the Internal Revenue Code generally limits to $1 million annually the federal income tax deduction that a publicly held corporation may claim for compensation payable to certain of its respective current and former executive officers, but that deduction limitation historically did not apply to performance-based compensation that met certain requirements. As part of the tax reform legislation passed in December 2017, Section 162(m) was amended, effective for taxable years beginning after December 31, 2017, to expand the scope of executive officers subject to the deduction limitation and also to eliminate the performance-based compensation exception, though the exception generally continues to be available on a “grandfathered” basis to compensation payable under a written binding contract in effect on November 2, 2017.In determining compensation for our executive officers, the Compensation Committee considers the extent to which the compensation is deductible, including the effect of Section 162(m). In prior years, the Compensation Committee generally sought to structure our executive incentive compensation awards so that they qualified as performance-based compensation exempt from the Section 162(m) deduction limitation where doing so was consistent with the Company’s compensation objectives, but it reserved the right to award nondeductible compensation and on occasion did so. The Compensation Committee continues to evaluate the changes to Section 162(m) and their significance to the Company’s compensation programs, but in any event its primary focus in its compensation decisions will remain on most productively furthering the Company’s business objectives and not on whether the compensation is deductible. The Compensation Committee did not make significant changes to the Company’s executive compensation program for 2018 in response to the tax code changes.The Compensation Committee has reviewed and discussed the preceding CD&A with management and, based on that review and discussion, has recommended to the Board to include the CD&A in this Proxy Statement.Compensation CommitteeRobert B. Johnson, ChairmanDouglas W. JohnsonJoseph L. MoskowitzCompensation Discussion & Analysis| Compensation Committee Report46AFLAC INCORPORATED2018 PROXY STATEMENT2017 Summary Compensation TableThe following table provides information concerning total compensation earned or paid to our CEO, CFO and the four other most highly compensated executive officers who were serving as executive officers during 2017 (including three serving at December 31, 2017). These six officers are referred to as our NEOs in this Proxy Statement.Name and
Principal Position Year Salary
(1)
($) Bonus
($) Stock Awards
(2)(3)(4)
($) Option
Awards
(3)
($) Non-equity
Incentive
Plan
Compensation
($) Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(5)
($) All Other
Compensation
(6)
($) Total
($) Total
without
Change in
Pension
Value*
($)Daniel P. Amos
Chairman and CEO, Aflac Incorporated; President, Aflac 2017 1,441,100 – 8,607,889 – 5,946,758 6,487,909 347,328 22,830,984 16,343,075 2016 1,441,100 – 13,773,466 – 4,884,442 – 313,002 20,412,010 20,412,010 2015 1,441,100 – 4,800,556 – 5,509,362 – 231,365 11,982,383 11,982,383 Frederick J. Crawford
Executive Vice President, CFO 2017 700,000 – 2,793,738 – 1,643,851 – 390,911 5,528,500 5,528,500 2016 700,000 – 1,420,062 280,003 1,400,700 – 454,628 4,255,393 4,255,393 2015 360,606 1,240,000 847,987 211,994 799,652 – 47,335 3,507,574 3,507,574 Audrey Boone Tillman 2017 564,000 – 1,867,158 – 829,844 1,534,867 18,859 4,814,728 3,279,861 Executive Vice President, General Counsel Eric M. Kirsch
Executive Vice President, Global Chief Investment Officer, Aflac 2017 593,800 – 1,217,238 – 2,210,442 47,012 25,592 4,094,084 4,047,072 2016 593,800 – 950,052 237,519 1,906,407 36,505 17,281 3,741,564 3,705,059 2015 593,800 – 957,391 239,348 2,262,378 26,174 8,363 4,087,454 4,061,280 Charles D. Lake II(7) 2017 444,009 – 1,563,541 – 716,885 39,691 1,192,582 3,956,708 3,917,017 President, Aflac International, Chairman, Aflac Japan Paul S. Amos II 2017 350,000 – 1,793,674 – – – 2,476,609 4,620,283 4,620,283 Former President, Aflac 2016 700,000 – 1,120,019 280,003 1,564,038 1,402,759 1,579,325 6,646,144 5,243,385 2015 677,900 – 1,093,011 257,128 1,619,607 716,225 1,088,891 5,452,762 4,736,537 *Total without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column. This additional column has been included to show the effect that the year-over-year change in pension value had on total compensation as determined under applicable SEC rules. The amounts reported in the Total without Change in Pension Value column differ from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation. The change in pension value, as discussed in footnote 5 below, is subject to many external variables that are not related to the Company’s performance.(1)In each of the three years above, includes $441,100 deferred for Mr. Daniel P. Amos. This amount has been included in the 2017 Nonqualified Deferred Compensation table below.(2)In addition to their 2017 annual LTI grants, on August 8, 2017, each of Messrs. Crawford and Lake and Mrs. Tillman received a one-time discretionary grant of 12,310 shares of time-based restricted stock units. Mr. Crawford’s grant will vest on the third anniversary of the grant date, and Mr. Lake’s and Mrs. Tillman’s grants will vest ratably on the first, second and third anniversary of the grant date, in each case generally assuming continued service through the respective vesting dates.(3)In accordance with the SEC’s reporting requirements, we report all equity awards at their full grant date fair value under ASC 718. The Company’s valuation assumptions are described in Note 12 “Share-Based Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Form 10-K filed with the SEC for the year ended December 31, 2017. Assuming achievement of performance goals at the maximum level, the aggregate grant date fair value of the PBRS would be; Daniel P. Amos, $17,215,778; Frederick J. Crawford, $3,587,348; Audrey Boone Tillman, $1,734,188; Eric M. Kirsch, $2,434,476; Charles D. Lake II, $1,126,954; and Paul S. Amos II, $3,587,348. See page 50 for a more detailed discussion of our outstanding equity grants compared to current fair market value.(4)Mr. Paul S. Amos II forfeited the 2017 stock awards on his separation date of July 1, 2017.(5)No amount in this column is attributable to above-market earnings on deferred compensation. Mr. Crawford is not eligible to participate in the defined benefit plans because the plans were frozen prior to his hire date. The change in pension value was driven largely by the decrease in discount rate in 2017 from 4.25% in 2016 to 3.75% in 2017. Mr. Paul S. Amos II was not vested in the Supplemental Executive Retirement Plan as of his separation date of July 1, 2017. Therefore, his benefits under this plan were forfeited. See the “Pension Benefits” section and the accompanying table beginning on page 52 for a more detailed discussion of the retirement plans.(6)Additional information regarding all other compensation is provided in the “All Other Compensation” or “Perquisites” tables detailed on the following page.(7)Includes payments made to Mr. Lake in yen for salary, non-equity incentive plan compensation and some perquisites and converted to dollars by dividing the actual yen denominated payments by the 2017 weighted average exchange rate of 112.16 yen to the dollar.table.AFLAC INCORPORATED2018 PROXY STATEMENT47Name Personal Use of
Company Aircraft(1)
($) Security
Services(2)
($) Other(3)
($) Total Perquisites
and Other Personal
Benefits(4)
($) Daniel P. Amos 259,490 181,914 — 441,404 Max K. Brodén — — 1,250 1,250 Frederick J. Crawford 26,878 420 28 27,326 Eric M. Kirsch — — 19,215 19,215 Audrey Boone Tillman — — 160 160 (1) Incremental cost for the personal use of corporate aircraft is the calculated standard hourly cost rate based upon actual operating expenses for corporate aircraft, including fuel costs, airport fees, catering, in-flight phone, crew travel expenses, and maintenance cost. This rate is recalculated annually. The following table identifiespersonal use of corporate aircraft has been authorized by the amountBoard for security reasons and to maximize the effectiveness of each itemthe executives’ time.(2) Incremental costs for security services include the salaries and benefits of security officers and the actual costs of any security equipment, monitoring, and maintenance fees. (3) Amounts included for 2017 in the All Other Compensation column in the 2017 Summary Compensation Table on the previous page.Name Perquisites and
Other Personal
Benefits
(1)
($) Company
Contribution
to 401(k) Plan
($) Company Contribution
to Nonqualified Deferred
Compensation
(2)
($) Renewal
Commissions from
Previous Job
(3)
($) Total
($)Daniel P. Amos 339,078 8,250 — — 347,328 Frederick J. Crawford 25,583 13,750 351,578 — 390,911 Audrey Boone Tillman 10,609 8,250 — — 18,859 Eric M. Kirsch 17,342 8,250 — — 25,592 Charles D. Lake II 1,192,582 — — — 1,192,582 Paul S. Amos II 2,453,293 8,250 — 15,066 2,476,609 (1)Perquisites are more fully described in the Perquisites table below.(2)Includes $351,578 of a Company deferred compensation contribution for Mr. Crawford. This amount has been included in the 2017 Nonqualified Deferred Compensation table below.(3)Amounts are for earned renewal sales commissions before expenses on Aflac U.S. products sold before Mr. Paul S. Amos II became an Aflac employee.are charges incurred by Mr. Kirsch totaling $19,215 for personal tax return preparation and financial planning.(4) The following table identifies the incremental cost to the Company of each perquisite included for 2017 in the All Other Compensation table above.Name Personal Use
of Company
Aircraft
(1)
($) Security
Services
(2)
($) International
Assignment
Allowance
(3)
($) Tax Related
Reimbursements
(4)
($) Severance
Payments
(5)
($) Car Allowance
(6)
($) Other
(7)
($) Total Perquisites
and Other Personal
Benefits
(8)
($)Daniel P. Amos 144,267 190,129 — — — — 4,682 339,078 Frederick J. Crawford 10,758 420 — 28 — 1,249 13,128 25,583 Audrey Boone Tillman — — — 28 — 300 10,281 10,609 Eric M. Kirsch — — — 130 — — 17,212 17,342 Charles D. Lake II(9) — — 668,397 361,444 — 153,006 9,735 1,192,582 Paul S. Amos II 50,907 1,937 — 694,638 1,702,954 1,107 1,750 2,453,293 (1)Incremental cost for the personal use of corporate aircraft is the calculated standard hourly cost rate based upon actual operating expenses for corporate aircraft, including fuel costs, airport fees, catering, in-flight phone, and crew travel expenses. This rate is recalculated annually. The personal use of corporate aircraft has been authorized by the Board for security reasons and to maximize the effectiveness of the executives’ time.(2)Incremental costs for security services include the salaries and benefits of security officers and the actual costs of any security equipment, monitoring and maintenance fees.(3)All expenses were incurred for Mr. Lake’s overseas allowances in Tokyo, Japan. This amount includes Company provided housing in the amount of $149,972, which includes rent and utilities, a tax allowance in the amount of $312,054, cost of living allowance in the amount of $179,166 and home leave allowance in the amount of $27,205.(4)Amount included in the tax-related reimbursements for Mr. Paul S. Amos II represents Japan taxes and tax gross-up payments paid by the Company in 2017 to satisfy tax obligations arising solely as a result of his international assignment, which ended in 2015. Amounts included in the tax-related reimbursements for Mr. Lake represent tax equalization and tax gross-up payments paid during 2017.(5)This amount represents certain severance agreement expenses of Mr. Paul S. Amos II’s paid by the Company, including $1,619,607 for his estimated prorated 2017 MIP, $34,887 for COBRA insurance, and $48,460 for payment for paid time off accrued as of the separation date. For more information see “Separation Arrangement for Mr. Paul S. Amos II” on page 59.(6)Amounts included in the Car Allowance column for Messrs. Crawford and Paul S. Amos II and Mrs. Tillman are charges for the use of Company automobile transportation in the U.S. The amount included in the Car Allowance column for Mr. Lake includes the cash cost to the Company for the use of a leased car, driver compensation and related expenses in Japan.(7)Amounts included in the Other column are charges for guest travel in the amount of $4,682 (Daniel P. Amos), $13,098 (Mr. Crawford), and $10,251 (Mrs. Tillman). Mr. Kirsch incurred amounts totaling $17,090 for personal tax return preparation and financial planning. Mr. Lake also incurred amounts totaling $7,520 for tax return consulting.(8)Other than tax gross-ups reflected in the tax-related reimbursements, the Company did not gross up for tax purposes any of the other perquisites described in this table.(9)The amounts reported for Mr. Lake’s International Assignment, Tax Related Reimbursements, Car Allowance and Other were paid in yen and converted to dollars by dividing the yen payment by the weighted average 2017 exchange rate of 112.16.2021 Proxy Statement 51 All Other Estimated Possible Payouts Estimated Future Payouts Stock Awards: Grant Date Under Non-Equity Under Equity Number of Fair Value Incentive Plan Awards(1) Incentive Plan Awards(2) Shares of of Stock and Name and Grant Threshold Target Maximum Threshold Target Maximum Stock or Units Option Awards Principal Position Date ($) ($) ($) (#) (#) (#) (#) ($) Daniel P. Amos 2/13/2020 — — — 80,893 161,785 323,570 — 8,471,063 N/A 1,585,210 3,170,420 6,340,840 — — — — — Max K. Brodén 2/13/2020 — — — 9,341 18,681 37,362 — 978,137 N/A 280,000 560,000 1,120,000 — — — — Frederick J. Crawford 2/13/2020 — — — 19,658 39,316 78,632 — 2,058,586 N/A 825,000 1,650,000 3,300,000 — — — — — Eric M. Kirsch 2/13/2020 — — — 12,391 24,781 49,562 — 1,297,533 N/A 650,000 1,300,000 2,600,000 — — — — — Audrey Boone Tillman 2/13/2020 — — — 16,680 33,359 66,718 — 1,746,677 N/A 420,000 840,000 1,680,000 — — — — — (1) The amounts shown in Estimated Possible Payouts Under Non-Equity Incentive Plan Awards reflect the payout levels for the NEOs. Estimated Possible Payouts
Under Non-Equity
Incentive Plan Awards(1) Estimated Future Payouts
Under Equity
Incentive Plan Awards(2) All Other
Stock
Awards:
Number of
Shares of
Stock or Exercise
or Base
Price of
Option Grant Date
Fair Value
of Stock
and OptionName and
Principal Position Grant
Date Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) Units(3)
(#) Awards
($/Sh) Awards
($)Daniel P. Amos 2/14/2017 — — — 59,112 118,224 236,448 — — 8,607,889 N/A 1,585,210 3,170,420 6,340,840 — — — — — — Frederick J. Crawford 2/14/2017 — — — 12,318 24,635 49,270 — — 1,793,674 8/8/2017 — — — — — — 12,310 — 1,000,064 N/A 437,500 875,000 1,750,000 — — — — — — Audrey Boone Tillman 2/14/2017 — — — 5,955 11,909 23,818 — — 867,094 8/8/2017 — — — — — — 12,310 — 1,000,064 N/A 225,600 451,200 902,400 — — — — — — Eric M. Kirsch 2/14/2017 — — — 8,359 16,718 33,436 — — 1,217,238 N/A 593,800 1,187,600 2,375,200 — — — — — — Charles D. Lake II 2/14/2017 — — — 3,870 7,739 15,478 — — 563,477 8/8/2017 — — — — — — 12,310 — 1,000,064 N/A 188,704 377,408 754,815 — — — — — — Paul S. Amos II 2/14/2017 — — — 12,318 24,635 49,270 — — 1,793,674 N/A 437,500 875,000 1,750,000 — — — — — — (1)The amounts shown in Estimated Possible Payouts Under Non-Equity Incentive Plan Awards reflect the payout levels for the NEOs under the Company’s MIP, based on the achievement of certain performance goals approved by the Compensation Committee. For additional information, please see “Elements of Our Executive Compensation Program—Management Incentive Plan (MIP)” beginning on page 35. For each Company performance goal, a minimum, target and maximum performance level is specified. The amount paid for each performance goal depends on the results attained.(2)The amounts shown under Estimated Future Payouts Under Equity Incentive Plan Awards for February 14, 2017, reflect the number of shares of PBRS. Those shares incorporate restrictions that will lapse upon the attainment of performance goals set by the Compensation Committee. Awards vest on the third anniversary of the grant date, based on the attainment of the cumulative three-year average target performance goals for Company OROE, excluding impact of foreign currency, and the RBC and SMR ratios. For the cumulative three-year average performance period from 2017 to 2019, shares of PBRS will vest at 50% if the Company attains the minimum goals, and at 200% if the Company reaches or exceeds the maximum goals. Earned amounts canNEOs under the Company’s MIP, based on the potential achievement of certain performance goals approved by the Compensation Committee on March 2, 2020. For additional information, please see “Elements of Our Executive Compensation Program—Management Incentive Plan” beginning on page 40. For each Company performance goal, a minimum, target, and maximum performance level is specified. The amount paid for each performance goal depends on the results attained.(2) The amounts shown under Estimated Future Payouts Under Equity Incentive Plan Awards for February 13, 2020 reflect the number of shares of PBRS. Those shares incorporate restrictions that will lapse upon the attainment of performance goals set by the Compensation Committee. Awards vest on the third anniversary of the grant date, based on the attainment of the cumulative three-year average target performance goals for Company AROE and the RBC and SMR ratios. For the cumulative three-year average performance period from 2020 to 2022, shares of PBRS will vest at 50% of target if the Company attains the minimum goals and at 200% if the Company reaches or exceeds the maximum goals. Earned amounts may then be modified based on the Company’s TSR performance versus peers. All NEOs possess the same rights as all other holders of Common Stock in respect of the shares underlying the PBRS, including all incidents of ownership (except the right to transfer the shares while they remain subject to forfeiture) and the right to vote such shares. The dividends accrued on the PBRS including all incidents of ownership (except the right to transfer the shares while they remain subject to forfeiture) and the right to vote such shares. The dividends accrued on the award shares will be reinvested in Common Stock at the same dividend rate received by other holders of Common Stock. Those additional restricted shares will be held in book entry form in the custody of the Company subject to the same terms and conditions attributable to the original grant until such time as all restrictions have lapsed on the shares of Common Stock with respect to which the dividend was accrued.52 Aflac Incorporated (3)On August 8, 2017, the Compensation Committee awarded shares of time-based restricted stock units to Mr. Crawford, Mr. Lake and Mrs. Tillman. The time-based restricted stock will vest for Mr. Crawford on the third anniversary of the grant date (generally subject to continued employment). For Mr. Lake and Mrs. Tillman, the time-based restricted stock will vest, ratably, on the first, second and third anniversaries of the grant date (generally subject to continued employment).Executive Compensation| 2017 Grants of Plan-Based AwardsAFLAC INCORPORATED2018 PROXY STATEMENT49 Option Awards Stock Awards Equity Incentive Plan Awards: Number of Market Number of Market or Shares or Value of Unearned Payout Value Units Shares or Shares, Units of Unearned Number of Securities of Stock Units of or Other Shares, Units Underlying Option Stock That Have Stock That Rights That or Other Rights Option Unexercised Options Exercise Option Award Not Have Not Have Not That Have Not Grant Exercisable Unexercisable Price Expiration Grant Vested(1) Vested(2) Vested Vested(2) Name Date (#) (#) ($) Date Date (#) ($) (#) ($) Daniel P. 2/13/18 423,748 (3) 18,844,074 Amos 2/14/19 347,169 (4) 15,438,605 2/13/20 332,690 (5) 14,794,724 Max K. Brodén 6/26/17 4,668 38.755 6/26/27 2/13/18 26,213 (3) 1,165,692 2/14/19 27,224 (4) 1,210,651 2/14/19 1,081 48,072 2/13/20 38,415 (5) 1,708,315 Frederick J. 7/01/15 42,696 31.215 7/01/25 Crawford 2/09/16 45,068 28.965 2/09/26 2/13/18 90,496 (3) 4,024,357 8/14/18 68,499 3,046,151 2/14/19 78,324 (4) 3,483,068 11/12/19 22,977 1,021,787 2/13/20 80,848 (5) 3,595,311 Eric M. Kirsch 2/09/16 38,230 28.965 2/09/26 2/13/18 59,298 (3) 2,636,982 12/11/18 24,627 1,095,163 2/14/19 56,176 (4) 2,498,147 2/13/20 50,959 (5) 2,266,147 Audrey Boone 2/14/12 13,900 24.280 2/14/22 Tillman 2/12/13 13,900 24.750 2/12/23 2/11/14 13,194 31.205 2/11/24 8/12/14 3,086 29.665 8/12/24 2/10/15 24,744 30.725 2/10/25 2/09/16 19,314 28.965 2/09/26 2/13/18 67,905 (3) 3,019,735 2/14/19 58,770 (4) 2,613,502 2/13/20 68,598 (5) 3,050,553 (1) The RSU awards include accrued but unpaid dividend equivalents payable in additional RSUs calculated at the normal dividend rate and settled in shares of our Common Stock only upon distribution of the vested award. (2) Based on the per share closing price of our Common Stock of $44.47 as of December 31, 2020. (3) Represents PBRS granted in connection with the 2018-2020 performance cycle and vested on February 12, 2021, plus accrued dividends. Since our performance as of the end of the performance period exceeded the target performance measures, these awards are shown at maximum (200% of target), plus accrued dividends. These awards vested at 155.9% of target, plus accrued dividends, based on the actual performance certified by the Compensation Committee on February 11, 2021. (4) Represents PBRS granted in connection with the 2019-2021 performance cycle. Since our performance as of the end of the last fiscal for this performance cycle exceeded the target performance measures, these awards are shown at maximum (200% of target), plus accrued dividends. However, the amount, if any, of these awards that will be paid out will depend upon the actual performance over the full performance period and the Compensation Committee’s certification of the performance after completion of the performance cycle, which should occur in the first quarter of 2022. (5) Represents PBRS granted in connection with the 2020-2022 performance cycle. Since our performance as of the end of the last fiscal for this performance cycle exceeded the target performance measures, these awards are shown at maximum (200% of target), plus accrued dividends. However, the amount, if any, of these awards that will be paid out will depend upon the actual performance over the full performance period and the Compensation Committee’s certification of the performance after completion of the performance cycle, which should occur in the first quarter of 2023. 2021 Proxy Statement 53 The following table provides certain informationStock Award Grant Date Stock Award Vesting Schedule 02/13/18, 02/14/19 and 02/13/20 Cliff vesting on the third anniversary of the grant date based on the attainment of the cumulative three-year average target performance goals for AROE, SMR, and RBC for three consecutive calendar years beginning with respectthe year of grant. For the three-year period, stock will vest at 50% if the threshold of the three ratios is achieved, and 200% if the maximum is attained. Earned amounts can then be modified based on the Company’s TSR performance versus peers (maximum payout up to the equity awards outstanding at the 2017 fiscal year-end for the NEOs. Option Awards Stock Awards Equity Incentive Plan Awards: Number of Securities
Underlying
Unexercised Options Option
Exercise Option Stock Number of
Shares or Units
of Stock
That Have
Not Vested Market Value of
Shares or Units
of Stock
That Have
Not Vested Number of
Unearned
Shares, Units
or Other Rights
That Have
Not Vested Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have
Not VestedName Option Grant
Date Exercisable
(#) Unexercisable
(#) Price
($) Expiration
Date Award Grant
Date (1)
(#) (2)
($) (1)
(#) (2)
($)Daniel P. Amos 2/10/15 66,211 5,812,002 12/31/15 17,714 1,554,935 2/09/16 83,856 7,360,880 12/30/16 134,150 11,775,687 2/14/17 120,840 10,607,335 Frederick J. Crawford 7/01/15 21,348 62.430 7/01/25 7/01/15 14,411 1,264,998 2/09/16 22,534 57.930 2/09/26 2/09/16 20,247 1,777,282 8/09/16 4,244 372,538 2/14/17 25,180 2,210,300 8/08/17 12,438 1,091,808 Audrey Boone Tillman 2/10/09 4,518 22.130 2/10/19 2/09/10 12,000 47.060 2/09/20 2/08/11 1,727 57.900 2/08/21 2/14/12 6,950 48.560 2/14/22 2/12/13 6,950 49.500 2/12/23 2/11/14 6,597 62.410 2/11/24 8/12/14 1,543 59.330 8/12/24 2/10/15 12,372 61.450 2/10/25 2/10/15 10,205 895,795 2/09/16 9,657 57.930 2/09/26 2/09/16 8,677 761,667 2/14/17 12,172 1,068,458 8/08/17 12,438 1,091,808 Eric M. Kirsch 2/11/14 15,550 62.410 2/11/24 2/10/15 24,487 61.450 2/10/25 2/10/15 16,737 1,469,174 2/09/16 19,115 57.930 2/09/26 2/09/16 17,174 1,507,534 2/14/17 17,088 1,499,985 Executive Compensation | 2017 Outstanding Equity Awards at Fiscal Year-End 200%).08/14/18, 12/11/18 and 11/12/19 50AFLAC INCORPORATED2018 PROXY STATEMENT Option Awards Stock Awards Equity Incentive Plan Awards: Number of Securities
Underlying
Unexercised Options Option
Exercise Option Stock Number of
Shares or Units
of Stock
That Have
Not Vested Market Value of
Shares or Units
of Stock
That Have
Not Vested Number of
Unearned
Shares, Units
or Other Rights
That Have
Not Vested Market or
Payout Value
of Unearned
Shares, Units
or Other Rights
That Have
Not VestedName Option Grant
Date Exercisable
(#) Unexercisable
(#) Price
($) Expiration
Date Award Grant
Date (1)
(#) (2)
($) (1)
(#) (2)
($)Charles D. Lake II 2/09/10 12,000 47.060 2/09/20 2/08/11 10,200 57.900 2/08/21 2/14/12 6,950 48.560 2/14/22 2/12/13 8,740 49.500 2/12/23 2/11/14 8,020 62.410 2/11/24 2/10/15 11,189 61.450 2/10/25 2/10/15 7,648 671,341 2/09/16 7,839 57.930 2/09/26 2/09/16 7,043 618,235 2/14/17 7,910 694,340 8/08/17 12,438 1,091,808 Paul S. Amos II (1)Includes dividend shares accumulated as of December 31, 2017 for PBRS and RSU awards granted as follows: awards granted on February 10, 2015, December 31, 2015, February 9, 2016, December 30, 2016 and February 14, 2017 respectively, of 4,578, 799, 3,781, 2,904 and 2,616 shares for Daniel P. Amos; awards granted on July 1, 2015, February 9, 2016, August 9, 2016, February 14, 2017, and August 8, 2017 respectively, of 828, 913, 140, 545, and 128 for Mr. Crawford; awards granted on February 10, 2015, February 9, 2016, February 14, 2017, and August 8, 2017, respectively, of 706, 391, 263, and 128 for Mrs. Tillman; awards granted on February 10, 2015, February 9, 2016, and February 14, 2017, respectively, of 1,157, 774, and 370 for Mr. Kirsch; awards granted on February 10, 2015, February 9, 2016, February 14, 2017, and August 8, 2017, respectively, of 529, 318, 171, and 128 for Mr. Lake.(2)Based on the per share closing price of our Common Stock of $87.78 as of December 29, 2017.Grant DateOptions Vesting Schedule02/10/15100% vesting on the third anniversary of the option for Messrs. Kirsch and Lake and Mrs. Tillman07/01/15100% vesting on the third anniversary of the option for Mr. Crawford02/09/16100% vesting on the third anniversary of the option for Messrs. Crawford, Kirsch, and Lake and Mrs. TillmanExecutive Compensation| 2017 Outstanding Equity Awards at Fiscal Year-EndAFLAC INCORPORATED2018 PROXY STATEMENT51Stock Award Grant DateStock Award Vesting Schedule02/10/15Graded vesting on the third anniversary of the award based on the attainment of the cumulative target performance goal for RBC ratios of Aflac for three consecutive calendar years beginning with the year of grant. Each year a credit will be earned with a minimum of 50% and a maximum of 150% as measured at each year-end. The final award on 2/10/2018 was vested with a maximum payout of 100% based on the arithmetic average of the credit earned each year.07/01/15Graded vesting on the third anniversary of the award based on the attainment of the cumulative target performance goal for RBC ratios of Aflac for three consecutive calendar years beginning with the year of grant. Each year a credit will be earned with a minimum of 50% and a maximum of 150% as measured at each year-end. The final award will be the arithmetic average of the credit earned each year, but with a maximum payout of 100%.12/31/15Graded vesting of the award based on the attainment of the cumulative target performance goals for RBC ratios of Aflac for three consecutive calendar years beginning with the year of grant. Each year a credit will be earned with a minimum threshold of 50% and a maximum of 150% as measured at each year-end. The final award will be the arithmetic average of the credit earned each year, but with a maximum payout of 100%.02/09/16 and 08/09/16Cliff vesting on the third anniversary of the award based on the attainment of the cumulative target performance goals for RBC ratios of Aflac for three consecutive calendar years beginning with the year of grant. For the three-year period, stock will vest at 50% if the threshold RBC ratio is achieved and 100% if target is attained.12/30/16Cliff vesting on 2/9/2019 of the award based on the attainment of the cumulative target performance goals for RBC ratios of Aflac for three consecutive calendar years beginning with the year of grant. For the performance period, stock will vest at 50% if threshold RBC ratio is achieved and 100% if target is attained.02/14/17Cliff vesting on the third anniversary of the award based on the attainment of the cumulative three-year average target performance goals for OROE, including the impact of foreign currency, SMR, and RBC for three consecutive calendar years beginning with the year of grant. For the three-year period, stock will vest at 50% if the threshold of the three ratios is achieved, and 200% if the maximum is attained. Earned amounts can then be modified based on the Company’s TSR performance versus peers (maximum payout up to 200%).08/08/17For the award granted to Mr. Crawford, cliff vesting on the third anniversary of the grant date. For Mr. Lake and Mrs. Tillman, vesting ratably on the first, second and third anniversaries of the grant date.2017 Option Exercises and Stock VestedThe following table provides information with respect to options exercised and02/14/19 For the restricted stock awards vested during 2017 for eachunit grant, cliff vesting on the third anniversary of the NEOs. Option Awards Stock Awards Name Number of Shares
Acquired on Exercise
(#) Value Realized
on Exercise
($) Number of Shares
Acquired on Vesting
(#) Value Realized
on Vesting
($)Daniel P. Amos 1,550,457 55,146,332 36,947 2,624,710 Frederick J. Crawford — — — — Audrey Boone Tillman — — 7,765 551,596 Eric M. Kirsch 1,602 24,383 20,189 1,434,227 Charles D. Lake II 10,000 257,613 9,441 670,713 Paul S. Amos II 206,975 5,999,194 28,571 2,029,736 The Company maintains tax-qualified, noncontributory defined benefit pension plans that covergrant date; an additional vesting condition requiring regulatory approval for the NEOs other than Mr.Japan Post Holdings alliance was achieved. Option Awards Stock Awards Number of Number of Shares Acquired Value Realized Shares Acquired Value Realized on Exercise on Exercise on Vesting on Vesting Name (#) ($) (#) ($) Daniel P. Amos 505,046 26,671,464 Max K. Brodén 1,430 49,600 Frederick J. Crawford 131,596 6,520,220 Eric M. Kirsch 71,418 3,771,599 Audrey Boone Tillman 3,454 56,215 59,659 3,007,503 nonqualified supplemental retirement plans covering the NEOs other than Messrs. Crawford and Kirsch. All of these plans were frozen before Mr. Crawford joined the Company. Daniel P. Amos is eligible to receive immediate retirement benefits. For Mr. Daniel P. Amos, retirement benefits, which fall under the provisions of the U.S. tax-qualified plan and the Retirement Plan for Senior Officers. For Mrs. Tillman, retirement benefits fall under the U.S. tax-qualified plan and the Retirement Plan for Senior Officers. For Mr. Kirsch, retirement benefits fall under the U.S. tax-qualified plan. Mrs. Tillman is eligible to receive immediate retirement benefits, which fall under the provisions of the U.S. tax-qualified plan and the U.S. Supplemental Executive Retirement Plan. For Mr. Kirsch, retirement benefits fall under the U.S. tax-qualified plan. For Mr. Lake, retirement benefits fall under the U.S. tax-qualified plan (for servicesExecutive Compensation| 2017 Outstanding Equity Awards at Fiscal Year-End52AFLAC INCORPORATED2018 PROXY STATEMENTwhen employed in an Aflac U.S. company) and the Aflac Japan Officer Retirement Plan (for current and previous services with the Japan Branch). Mr. Paul S. Amos II resigned employment effective July 1, 2017. His future retirement benefits will fall under the provisions of the U.S. tax-qualified plan; he forfeited his Supplemental Executive Retirement Plan benefits.
1% of averagefinal monthlycompensation1% of average
final monthly
compensationx years of creditedservice up to25 years.5% of averagefinal monthlycompensationyears of creditedservice in excessof 25 yearsFor purposes of the Plan, final average monthly compensation is the participant’s highest average compensation (salary and non-equity incentive plan compensation) during any five consecutive years of service within the ten consecutive plan years of service immediately preceding retirement. Participants are eligible to receive full retirement benefits upon attaining a retirement age of 65. Participants also become eligible for full retirement benefits when their years of credited
service plus age equals or exceeds 80. Participants with at least fifteen up to
25 years+ 0.5% of average
final monthly
compensationx years of credited
service are eligible to receive reduced retirement benefits upon reaching an early retirement agein excess of 55. The Plan was frozen to new employees hired, or former employees rehired, on or after October 1, 2013.
25 yearsBenefits payable under the Plan are not subject to adjustment for Social Security benefits or other offsets. The benefits are paid monthly over the life of the participant, with joint and survivor options available at actuarially reduced rates. The maximum annual retirement benefit was limited, in accordance with Section 415 of the Internal Revenue Code, to $215,000 for 2017. The maximum annual compensation that may be taken into account when calculating retirement benefits was limited, in accordance with Section 401(a)(17) of the Internal Revenue Code, to $270,000 for 2017. The limitation amounts for future years will be indexed for cost-of-living adjustments.54 Aflac Incorporated Retirement PlansThe Company’s U.S. Supplemental Executive Retirement Plan (“SERP”) is an unfunded and unsecured obligation of the Company and is not a tax-qualified plan. The SERP provides retirement benefits to certain officers of the Company in addition to those provided by the qualified Plan. Participation in the SERP is limited to certain key employees as periodically designated by the Compensation Committee. Currently, Mrs. Tillman is the only NEO who participates in the SERP. Mr. Paul S. Amos II forfeited his SERP benefits upon his termination. To be eligible for benefits under the SERP, participants generally must be employed with the Company or a subsidiary at age 55. The SERP was frozen to new participants effective January 1, 2015.The SERP includes a four-tiered benefit formula that provides for a benefit based on final three-year average compensation (base salary and non-equity incentive plan compensation) earned for a calendar year as described below. The annual benefit varies based on the participant’s age at retirement: 40% is paid to someone who retires between the ages of 55 and 59, 50% is paid to someone who retires between the ages of 60 and 64, and 60% is paid to someone who retires at or after the age of 65. A reduced 30% benefit is available to participants with at least fifteen years of service who terminate employment prior to age 55.Benefits generally are payable in the form of an annuity for the life of the participant. The participant may elect to receive reduced lifetime benefits, in which case any surviving spouse will receive a benefit equal to 50% of the amount paid to the participant. Benefits are calculated based upon the average annual compensation for the three consecutive calendar years out of the final ten consecutive calendar years of employment that yield the highest average. Benefits under the SERP are subject to offset for amounts paid under the qualified Plan.The Company’s Japan Officer Retirement Plan is also a non-funded and unsecured obligation of the Company and is not a tax-qualified plan. The retirement benefit for the plan is calculated as follows: for each year of service (with a minimum of two years and maximum of twelve), a Japan participating officer would receive one month salary plus one year salary for last year. The total amount calculated is paid in a lump sum at retirement. Currently, Mr. Lake is the only NEO who participates in the Japan Officer Retirement Plan, and he has accumulated the maximum service.Executive Compensation| Pension BenefitsAFLAC INCORPORATED2018 PROXY STATEMENT53Retirement Plan for Senior OfficersThe CEO is the only active employee who participates in the Retirement Plan for Senior Officers (“RPSO”). Participants in the RPSO receive full compensation for the first twelve months after retirement. Thereafter, a participant may elect to receive annual lifetime retirement benefits equal to 60% of final compensation (base salary plus non-equity incentive), or 54% of final compensation with 50% of final compensation to be paid to a surviving spouse for a specified period after death of the participant. Final compensation is deemed to be the higher of either (i) the compensation paid during the last twelve months of active employment with the Company, or (ii) the highest compensation received in any calendar year of the last ten years preceding the date of retirement.Generally, no benefits are payable until the participant accumulates ten years of credited service at age 60, or twenty years of credited service. Reduced benefits may be paid to a participant who retires (other than for disability) before age 65 with less than twenty years of credited service. Daniel P. Amos has 4420172021 Proxy Statement 55 Name Plan Name Number of Years
Credited Service
(#) Present Value
of Accumulated
Benefit*
($) Change from
Prior Year
($) Payments During
Last Fiscal Year
($)Daniel P. Amos Retirement Plan for Senior Officers 47 59,682,833 8,360,659 — Aflac Incorporated Defined Benefit Pension Plan 47 1,873,910 153,928 — Eric M. Kirsch Aflac Incorporated Defined Benefit Pension Plan 9 348,028 64,131 — Audrey Boone Tillman Supplemental Executive Retirement Plan 25 11,745,399 1,739,319 — Aflac Incorporated Defined Benefit Pension Plan 25 1,365,297 170,810 — * Assumptions used to calculate pension benefits are based on GAAP assumptions, as more fully described in Note 14, “Benefit Plans,” in the Notes to the Consolidated Financial Statements in the Company’s pension benefits at December 31, 2017, andAnnual Report on Form 10-K filed with the SEC for the year then ended.Name Plan Name Number of Years
Credited Service
(#) Present Value of
Accumulated Benefit*
($) Change from
Prior Year
($) Payments During
Last Fiscal Year
($)Daniel P. Amos Retirement Plan for Senior Officers 44 58,215,808 6,329,578 — Aflac Incorporated Defined Benefit Pension Plan 44 1,375,472 158,331 Frederick J. Crawford Aflac Incorporated Defined Benefit Pension Plan — — — — Audrey Boone Tillman Supplemental Executive Retirement Plan 22 6,498,785 1,387,771 — Aflac Incorporated Defined Benefit Pension Plan 22 929,575 147,096 — Eric M. Kirsch Aflac Incorporated Defined Benefit Pension Plan 6 180,509 47,012 — Charles D. Lake II Aflac Incorporated Defined Benefit Pension Plan 14 352,640 42,168 — Japan Officer Retirement Plan 12 950,136 (2,477 ) — Paul S. Amos II** Supplemental Executive Retirement Plan 12 — (6,489,736 ) — Aflac Incorporated Defined Benefit Pension Plan 12 212,038 (68,016 ) — *Assumed retirement age for all calculations was the earliest retirement age for unreduced benefits. Assumptions used to calculate pension benefits are more fully described in Note 14, “Benefit Plans,” in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K filed with the SEC for the year ended December 31, 2017.**Mr. Paul S. Amos II was not vested in the Supplemental Executive Retirement Plan as of his separation date of July 1, 2017. Therefore, his benefits under this plan were forfeited.ended December 31, 2020, except that, for all NEOs other than Mr. Amos, the assumed retirement age is the earliest retirement age for unreduced benefits and, for Mr. Amos, who has exceeded such age, is his actual expected retirement age as determined for GAAP purposes.Executive Compensation| Pension Benefits54AFLAC INCORPORATED2018 PROXY STATEMENTName Executive
Contributions in
Last Fiscal Year
($) Registrant
Contributions in
Last Fiscal Year
($) Aggregate
Earnings (Loss) in
Last Fiscal Year(3)
($) Aggregate
Withdrawals/
Distributions
($) Aggregate
Balance at Last
Fiscal Year-End(4)
($)Daniel P. Amos(1) — 441,100 1,933,612 — 12,565,798 Max K. Brodén(2) — 177,101 135,689 — 579,124 Frederick J. Crawford(2) — 394,911 205,632 — 2,014,785 Eric M. Kirsch — — — — — Audrey Boone Tillman 42,000 — 126,014 — 1,670,394 (1) The Company contribution of $441,100, which is a portion of Mr. Amos’ salary, is compensation deferred at the direction of the Compensation Committee and is included in the Salary column of the Summary Compensation Table for the current year. The funds are 100% vested. (2) The $177,101 and $394,911 deferred compensation for Messrs. Brodén and Crawford, respectively, represents unvested Company-funded executive employer contributions in the amount of 15% of their annual compensation (base salary plus MIP). The funds for 2020 were credited to the EDCP in March 2021. This is an annual contribution approved by the Compensation Committee since Messrs. Brodén and Crawford are not eligible to participate in the Pension Plan or any other executive retirement plan. Annual contributions will be 100% vested on the NEOs’earlier of (i) the later of 15 years of employment or 5 years participation, (ii) age 65, (iii) change in control, (iv) death, or (v) disability. The amount shown in the Aflac Incorporated Executive Deferredtable is included in the Summary Compensation Plan (“EDCP”):2017 Nonqualified DeferredTable for the current year in the All Other CompensationName Executive Contributions
in Last Fiscal Year
($) Registrant Contributions
in Last Fiscal Year
($) Aggregate Earnings (Loss)
in Last Fiscal Year(3)
($) Aggregate Withdrawals/
Distributions
($) Aggregate Balance at Last
Fiscal Year-End
($) Daniel P. Amos(1) — 441,100 1,372,623 — 8,008,329 Frederick J. Crawford(2) — 351,578 39,557 — 706,240 Audrey Boone Tillman 7,050 — 217,881 — 1,129,063 Eric M. Kirsch — — — — — Charles D. Lake II — — 1,399,720 — 7,847,712 Paul S. Amos II — — — — — (1)The $441,100 deferred compensation for Mr. Daniel P. Amos is included in the Summary Compensation Table for the current year. column. Additionally, previous years’ deferrals included in the Aggregate Balance column were reported as compensation in prior periods.(2)The $351,578 deferred compensation for Mr. Crawford represents unvested Company-funded executive employer contributions in the amount of 15% of Mr. Crawford’s annual compensation (base salary plus MIP). The funds for 2017 were credited to the EDCP in March 2018. This is an annual contribution approved by the Compensation Committee since Mr. Crawford is not eligible to participate in the Pension Plan or the SERP. Annual contributions will be 100% vested on the earlier of (i) the later of 15 years of employment or 5 years participation, (ii) age 65, (iii) change in control, (iv) death, or (v) disability.The amount shown in the table is included in the Summary Compensation Table for the current year in the All Other Compensation column.(3) The Company does not pay or credit above-market earnings on amounts deferred by or on behalf of executives. (4) The amounts reported represent balances from the EDCP and include various amounts previously reported in the Summary Compensation Table as Salary, Non-equity Incentive Plan Compensation or All Other Compensation. 56 Aflac Incorporated Executive Compensation| Nonqualified Deferred CompensationAFLAC INCORPORATED2018 PROXY STATEMENT55For purposes of this section only, the “Company” refers to Aflac Incorporated or Aflac, as applicable. The Company has employment agreements with each of the currently employed NEOs. Except as described below, the agreements are similar in nature and contain provisions relating to termination, disability, death and a change in control of the Company.Mr. Daniel P. Amos has voluntarily waived all “golden parachute” and other severance components in his employment agreement. The elimination of these potential payments is reflected in the 2017 Potential Payments Upon Termination or Change in Control table.For each remaining NEO (other than Mr. Paul S. Amos II, who resigned from all positions with the Company effective July 1, 2017), the Company remains obligated to continue compensation and benefits for the scheduled term of the agreement if the NEO’s employment is terminated by the Company without “good cause” or by the NEO with “good reason.” In addition, upon a termination by the Company without good cause or by the NEO for good reason, all outstanding equity awards become fully vested, except that equity awards of the NEOs (other than Mr. Charles Lake) subject to Company performance will remain subject to that performance; Mr. Lake’s awards would fully vest at maximum performance levels. Mr. Lake entered into a new agreement effective January 1, 2018, that provides compensation and benefits (including vesting of future equity awards) similar to the compensation and benefits provided for the other NEOs. Mrs. Tillman will not be entitled to continued compensation once she earns the maximum benefit under the SERP, but she has not yet earned the maximum SERP benefit. Messrs. Crawford, Lake and Kirsch do not participate in the SERP. Regardless of the reason for his termination, under his agreement, Mr. Lake will receive a retirement benefit equal to two times his base salary.If an NEO’s employment is terminated by the Company for “good cause,” or by the NEO without “good reason,” the Company generally is obligated to pay compensation and benefits only to the date of termination (except that the NEO, to the extent otherwise eligible, is entitled to benefits under the RPSO or under the SERP if the termination is not for “good cause”). If Mr. Lake is terminated for “good cause,” the Company generally is obligated to pay compensation and benefits through a five-day notice period. Under the NEOs’ employment agreements with each of the NEOs with the exception of Mr. Brodén. Except as described below, the agreements are similar in nature and contain provisions relating to termination, disability, death, and a change in control of the Company. (in Mr. Lake’s case, for 60 days) assigned management duties (other than due to sickness, injury, or disability); (ii) intentional conduct by the NEO causing (and in Mr. Lake’s case, intended to cause) substantial injury to the Company; or (iii) the conviction of or plea of guilty by the NEO to a felony (in Mr. Lake’s case, a felony involving moral turpitude). “Good reason” generally is defined to include (i) a material breach of the employment agreement by the Company in regard to compensation, benefits or termination of the employment agreement; (ii) a material diminution or change in the NEO’s title, duties, or authority; (iii) except for Mr. Lake, a material relocation of the Company’s principal offices (or in Mr. Kirsch’s case, the Company’s principal New York office or his own office); (ii) intentional conduct by the NEO causing substantial injury to the Company; or (iii) the NEO’s conviction of or plea of guilty to a felony. “Good reason” (except in the case of Mr. Brodén) generally is defined to include (i) a material breach of the employment agreement by the Company in regard to compensation or benefits, or termination of the employment agreement; (ii) a material diminution or change in the NEO’s title, duties, or authority; (iii) a material relocation of the Company’s principal offices (or in Mr. Kirsch’s case, the Company’s principal New York office or his own office; or (iv) the failure of the Company’s successor to assume the employment agreement. Upon voluntary termination without “good reason” or termination by the Company for “good cause,” an NEO (other than Mr. Brodén) is prohibited for a two-year period from directly or indirectly competing with the Company.The NEOs’ employment agreements provide that compensation and benefits continue for certain specified periods in the event the NEO becomes totally disabled. The amount of continued compensation for Mrs. Tillman will be reduced by 60% if she is eligible for the maximum benefit percentage under the SERP, but she has not yet earned the maximum SERP benefit. Upon the death of an NEO, the NEO’s estate is to be paid an amount, over a three-year period, equal to the NEO’s base salary and any non-equity incentive awards actually paid during the last three years of the NEO’s life. In addition, all outstanding equity awards will be honored and vest upon the date of death.Upon a “change in control” of the Company, employment agreements for the NEOs (other than Mr. Daniel P. Amos) are extended for an additional three-year period. If, following a change in control, the employment of an NEO (other than Mr. Daniel P. Amos) is terminated by the Company without “good cause” or by the NEO for “good reason,” the Company must pay to the NEO, among other payments but in lieu of any further salary payments, a lump-sum severance payment equal to three times the sum of the NEO’s base salary and non-equity incentive award under the MIP (as paid during periods specified in the agreement). If Mrs. Tillman has attained the maximum benefit percentage under the SERP at the time of her termination following a change in control, she will not receive the lump sum award described above. Mrs. Tillman has not yet earned the maximum SERP benefit. Amounts payable upon a change of control will be reduced to the extent they are not deductible by the Company for income tax purposes. If, following a change of control, the employment of an NEO is terminated by the Company without2021 Proxy Statement 57 Executive Compensation| Potential Payments Upon Termination or Change in Control56AFLAC INCORPORATED2018 PROXY STATEMENT“good cause” or by the NEO for “good reason,” all of that NEO’s outstanding equity awards (except in the case of Mr. Daniel P. Amos) in control” generally is deemed to occur when (i) a person or group acquires ownership of 50% or more of the Common Stock; (ii) a person or group acquires ownership of 30% or more of the Common Stock over a consecutive twelve-month period; (iii) during any period of twelve consecutive months, individuals who constitute the Board are replaced without endorsement by a majority of the Board members at the beginning of the period; or (iv) a person or group acquires ownership of 40% or more of the total gross fair market value of the Company’s assets.Mrs. Tillman is a participant in the SERP, but she is not yet fully vested. Under the SERP, in the event the Company terminates a participant’s employment within two years after a change in control other than for cause, or a participant terminates employment during such period for good reason, the participant will become 100% vested in her retirement benefits and entitled to receive a lump-sum amount equal to the actuarial equivalent of the annual retirement benefit to which she would have been entitled had she remained in the employ of the Company until (i) age 55 (in the case of a participant who is not yet 55); (ii) age 60 (in the case of a participant who is at least 55, but not yet 60); or (iii) age 65 (in the case of a participant who is at least 60, but not yet 65), as the case may be. A “change in control” will be deemed to occur under the same circumstances described above, but only with respect to the Company (and not with respect to any of its subsidiaries). “Cause” for this purpose generally means (i) the participant’s continued failure to substantially perform her duties with the Company (other than due to illness or after a participant gives notice of termination of employment for “good reason”) after a written demand for substantial performance is delivered to the participant by the Board, (ii) the participant’s engaging in conduct materially injurious to the Company, or (iii) the participant’s conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude. “Good reason” is generally defined for this purpose to include various adverse changes in employment status, duties, or compensation and benefits following a change in control.” reflects the amount of compensation payable to each of the NEOs in the event of termination of such executive’s employment under various termination scenarios. The amounts shown assume in all cases (other than for Mr. Paul S. Amos II, who resigned employment without “Good Reason” effective July 1, 2017) that the termination was effective on December 31, 2017, and therefore include amounts earned through such time and estimates of the amounts that would be paid to the NEOs upon their termination. Because a number of factors affect the nature and amount of any benefits actually paid, amounts paid or distributed (other than to Mr. Paul S. Amos II, whose amounts are specified in a separation agreement dated June 6, 2017) may be different from those shown below. Mr. Daniel P. Amos is the only NEO who is eligible to receive immediate retirement benefits. See “Pension Benefits” and “Nonqualified Deferred Compensation” above for more information about these benefits.Executive Compensation| Potential Payments Upon Termination or Change in ControlAFLAC INCORPORATED2018 PROXY STATEMENT57As noted in the table below, the benefits provided, and requirements imposed vary with the circumstances under which the termination occurs.2017 POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Before Change in Control Name Benefit Company
Termination
without “Good
Cause” or
by Employee
for “Good
Reason”
(1)
($) Company
Termination for
“Good
Cause”
(2)
($) Voluntary
Termination
without “Good
Reason”
and No
Competition
(3)
($) Voluntary
Termination
with
Competition
(4)
($) Death
(5)
($) Disability
(6)
($) Change
in Control
Termination
without “Good
Cause” or for
“Good
Reason”
(7)
($) Daniel P. Amos Salary — — — — 4,323,300 2,161,650 — Non-equity Incentive Award(8) — — — — 10,338,777 7,326,663 — Severance — — — — — — — Retirement(9) 58,215,808 58,215,808 58,215,808 — 31,071,199 58,283,266 58,215,808 Health & Welfare Benefits(10) 2,348,512 2,348,512 2,348,512 — 152,228 2,369,326 2,348,512 Stock Options & Awards(11) 47,718,174 — 26,503,503 26,503,503 47,718,174 47,718,174 47,718,174 Totals 108,282,494 60,564,320 87,067,823 26,503,503 93,603,678 117,859,079 108,282,494 Frederick J. Crawford Salary 1,750,000 — — — 1,760,606 1,050,000 — Non-equity Incentive Award(8) 3,501,750 — — — 2,200,352 2,465,777 — Severance — — — — — — 4,498,956 Retirement(9) 20,625 — — — 706,240 1,777,975 706,240 Health & Welfare Benefits(10) 36,163 — — — — 21,698 43,395 Stock Options & Awards(11) 10,141,038 — — — 10,141,038 10,141,038 10,141,038 Totals 15,449,576 — — — 14,808,236 15,456,488 15,389,629 Audrey Boone Tillman Salary 1,378,510 — — — 1,564,000 846,000 — Non-equity Incentive Award(8) 1,489,331 — — — 1,704,995 1,244,766 — Severance — — — — — — 3,520,023 Retirement(9) 16,500 — — — 2,942,101 4,752,923 4,674,989 Health & Welfare Benefits(10) 35,350 — — — — 21,695 43,389 Stock Options & Awards(11) 5,500,202 — — — 5,500,202 5,500,202 5,500,202 Totals 8,419,893 — — — 11,711,298 12,365,586 13,738,603 Eric M. Kirsch Salary 1,187,600 — — — 1,781,400 890,700 — Non-equity Incentive Award(8) 4,524,756 — — — 6,066,845 3,315,663 — Severance — — — — — — 7,500,618 Retirement(9) 35,724 — — — — 65,961 — Health & Welfare Benefits(10) 28,926 — — — — 21,695 43,389 Stock Options & Awards(11) 7,192,002 — — — 7,192,002 7,192,002 7,192,002 Totals 12,969,008 — — — 15,040,247 11,486,021 14,736,009 Charles D. Lake II(12) Salary 259,005 — — — 1,289,958 259,005 — Non-equity Incentive Award(8) 393,824 — — — 1,905,083 1,075,328 — Severance — — — — — — 3,357,407 Retirement(9) 888,017 888,017 888,017 888,017 888,017 888,017 888,017 Health & Welfare Benefits(10) 5,985 — — — — 15,390 30,781 Stock Options & Awards(11) 4,298,664 — — — 4,298,664 4,298,664 4,298,664 Totals 5,845,495 888,017 888,017 888,017 8,381,722 6,536,404 8,574,869 Paul S. Amos II Salary — — — — — — — Non-equity Incentive Award(8) — — — — — — — Severance — — 3,404,494 — — — — Retirement(9) — — — — — — — Health & Welfare Benefits(10) — — — — — — — Stock Options & Awards(11) — — — — — — — Totals — — 3,404,494 — — — — 58 Aflac Incorporated Executive Compensation| Potential Payments Upon Termination or Change in Control 58AFLAC INCORPORATED2018 PROXY STATEMENT Before Change in Control Name Benefit Company
Termination
without “Good
Cause” or
by Employee
for “Good
Reason”(1)
($) Company
Termination
for “Good
Cause”(2)
($) Voluntary
Termination
without “Good
Reason” and No
Competition(3)
($) Voluntary
Termination with
Competition(4)
($) Death(5)
($) Disability(6)
($) Change
in Control
Termination
without “Good
Cause” or
for “Good
Reason”(7)
($)Daniel P. Amos Salary — — — — 4,323,300 2,161,650 — Non-equity — — — — 14,587,697 3,734,173 — Incentive Award(8) Severance — — — — — — — Retirement(9) 59,682,833 59,682,833 59,682,833 — 32,967,208 59,763,854 59,682,833 Health & Welfare Benefits(10) 2,426,412 2,426,412 2,426,412 — 200,464 2,449,715 2,426,412 Equity Awards(11) 49,077,359 — 34,282,635 34,282,635 49,077,359 49,077,359 49,077,359 Totals 111,186,604 62,109,245 96,391,880 34,282,635 101,156,028 117,186,751 111,186,604 Max K. Brodén Salary — — — — — — — Non-equity Incentive Award(8) — — — — — — — Severance — — — — — — — Retirement(9) — — — — 411,456 411,456 — Health & Welfare Benefits(10) — — — — — — — Equity Awards(11) — — — — 4,132,819 4,132,819 — Totals — — — — 4,544,275 4,544,275 — Frederick J. Salary 2,062,500 — — — 2,275,000 1,237,500 — Crawford Non-equity Incentive Award(8) 4,519,345 — — — 4,140,500 1,807,738 — Severance — — — — — — 5,789,943 Retirement(9) 42,750 — — — 2,014,786 2,632,802 2,014,786 Health & Welfare Benefits(10) 44,419 — — — — 26,652 53,303 Equity Awards(11) 15,170,674 — — — 15,170,674 15,170,674 15,170,674 Totals 21,839,688 — — — 23,600,960 20,875,366 23,028,706 Eric M. Kirsch Salary 1,300,000 — — — 1,893,800 975,000 — Non-equity Incentive Award(8) 4,438,800 — — — 6,652,524 2,219,400 — Severance — — — — — — 8,825,985 Retirement(9) 41,556 — — — — 79,434 — Health & Welfare Benefits(10) 29,561 — — — — 22,171 44,341 Equity Awards(11) 8,496,394 — — — 8,496,394 8,496,394 8,496,394 Totals 14,306,311 — — — 17,042,718 11,792,399 17,366,720 Audrey Boone Salary 1,711,111 — — — 2,050,333 1,050,000 — Tillman Non-equity Incentive Award(8) 1,744,478 — — — 2,802,433 713,650 — Severance — — — — — — 4,652,490 Retirement(9) 22,800 — — — 5,138,359 11,803,095 12,886,227 Health & Welfare Benefits(10) 43,433 — — — — 26,652 53,304 Equity Awards(11) 8,683,835 — 5,633,282 5,633,282 8,683,835 8,683,835 8,683,835 Totals 12,205,657 — 5,633,282 5,633,282 18,674,960 22,277,232 26,275,856 (1)Each of Messrs. Crawford and Kirsch and Lake and Mrs. Tillman are entitled to salary continuation and non-equity incentive award payments for the remaining term of their respective employment agreements. Mr. Daniel P. Amos voluntarily gave up his right to such payments. Health and welfare benefits would continue for the remainder of the contract term, except for Mr. Daniel P. Amos, who is entitled to health and welfare benefits under the RPSO.(2)Termination for good cause eliminates the salary continuation and non-equity incentive award obligation for the remainder of the contract period (except for Mr. Lake, who would receive a non-equity incentive award for 2017 only), and causes a forfeiture of the executive’s participation in any supplemental retirement plan (except for Mr. Daniel P. Amos and Mr. Lake). In addition, all equity awards, whether vested or unvested, are forfeited.2021 Proxy Statement 59 (3)Voluntary termination by the executive without good reason eliminates the salary continuation and non-equity incentive award obligations for the remainder of the contract term. In addition, nonvested equity awards will be forfeited, except in the case of Mr. Daniel P. Amos, who is retirement-eligible under the terms of the Company’s equity agreements and will vest in all equity awards granted at least one year before the date his employment terminates (subject to satisfaction of performance goals).(4)Any executive other than Mr. Lake who competes with the Company after termination will forfeit the right to any further salary and non-equity incentive award payments and any benefits under the RPSO and SERP (but Mr. Lake’s retirement benefit under his agreement will still be paid). In addition, nonvested equity awards will be forfeited, except in the case of Mr. Daniel P. Amos, who is retirement-eligible under the terms of the Company’s equity agreements and will vest in all equity awards granted at least one year before the date his employment terminates (subject to satisfaction of performance goals).(2) Termination for good cause eliminates the salary continuation and non-equity incentive award obligation for the remainder of the contract period and causes a forfeiture of the executive’s participation in any supplemental retirement plan (except for Mr. Amos). In addition, all equity awards, whether vested or unvested, are forfeited. (3) Voluntary termination by the executive without good reason eliminates the salary continuation and non-equity incentive award obligations for the remainder of the contract term. In addition, nonvested equity awards will be forfeited, except in the case of Mr. Amos and Mrs. Tillman, who are retirement-eligible under the terms of the Company’s equity agreements and will vest in all equity awards granted at least one year before the date his or her employment terminates (subject to satisfaction of performance goals). (4) Any executive who competes with the Company after termination will forfeit the right to any further salary and non-equity incentive award payments and any benefits under the RPSO. In addition, nonvested equity awards will be forfeited, except in the case of Mr. Amos and Mrs. Tillman, who are retirement-eligible under the terms of the Company’s equity agreements and will vest in all equity awards granted at least one year before the date his or her employment terminates (subject to satisfaction of performance goals). (5) When an executive dies, the executive’s estate is entitled to receive terminal pay (paid in equal installments over 36 months) equal to the amount of the executive’s base pay and non-equity incentive award paid in the previous 36 months, or, if the executive was employed less than 36 months, the amount the executive would have been paid if he or she had survived for the full 36-month period. Additionally, retirement benefits in this column include the present value of the accumulated benefit obligation for a surviving spouse annuity under the RPSO for Mr. Amos. Messrs. Brodén and Crawford participate in the Company-funded EDCP, which will vest at death. The NEOs and other officers also are eligible for life insurance benefits along with, and on the same basis as, the Company’s other salaried employees. (6) Disability benefits are payable for 18 months or, if shorter, until the end of the term of the applicable agreement, while the executive remains employed during his/ her disability except for Mr. Brodén. For all NEOs, any disability benefits paid in the form of salary continuation or non-equity incentive awards (as shown in the table) would be offset by the maximum annual amount allowed ($144,000) under the Company-sponsored disability income plan. Mr. Brodén and non-equity incentive award paid in the previous 36 months, or, if the executive was employed less than 36 months, the amount the executive would have been paid if he/she had survived for the full 36-month period. Additionally, retirement benefits in this column include the present value of the accumulated benefit obligation for a surviving spouse annuity under the RPSO for Mr. Daniel P. Amos and under the SERP for Mrs. Tillman, and include the entirety of the retirement benefit under Mr. Lake’s agreement. Messrs. Crawford Kirsh and Lake do not participate in the SERP. Mr. Crawford participates in a Company-funded EDCP, which will vest at death. The NEOs and other officers also are eligible for life insurance benefits along with, and on the same basis as, the Company’s other salaried employees.(6)Disability benefits are payable for 18 months or, if shorter, until the end of the term of the applicable agreement, while the executive remains employed during his or her disability. For all NEOs other than Mr. Lake, any disability benefits paid in the form of salary continuation or non-equity incentive awards would be offset by the maximum annual amount allowed ($144,000) under the Company-sponsored disability income plan. Mr. Crawford participates in a Company-funded EDCP, which would vest at disability.(7) Upon termination after a change in control, Messrs. Crawford and Kirsch and Mrs. Tillman would each be entitled to a lump-sum severance payment of three times the sum of (i) annual base salary in effect immediately prior to the change in control, and (ii) the non-equity incentive award paid in the year preceding the termination date or the year preceding the change in control, whichever amount is higher. Mr. Amos has waived his entitlement to receive a severance payment. (8) The non-equity incentive award amounts on this line do not include the 2020 non-equity incentive awards that were paid to the NEOs in February 2021 and which were nonforfeitable as of December 31, 2020, under all circumstances other than termination for competition. (9) Amounts in this row generally include (i) the present value of the applicable benefits payable under the RPSO and the SERP, and (ii) certain additional amounts determined under the executive’s employment agreement in lieu of continued participation in the Company’s broad-based retirement plans. However, amounts included in this column reflecting benefits payable under the SERP may differ from the amounts shown in the Pension Benefits table due to reduced SERP benefits payable upon termination for “good cause” or death. (10) Amounts in this row generally represent the estimated lump-sum present value of all premiums that would be paid by the Company for applicable health and welfare benefits. The value shown for Mr. Amos includes his post-employment medical benefits under the RPSO for his life and the life of his spouse, the value of certain other welfare benefits, and non-medical fringe benefits (including office space) for his life. These amounts would not be payable if Mr. Amos engages in any activity that competes with the Company. The value of health coverage for each of Messrs. Crawford and Kirsch and Lake, and Mrs. Tillman would each be entitled a lump-sum severance payment of three times the sum of (i) annual base salary in effect immediately prior to the change in control, and (ii) the non-equity incentive award paid in the year preceding the termination date or the year preceding the change in control, whichever amount is higher. Mr. Daniel P. Amos has waived his severance payment.(8)The non-equity incentive award amounts on this line do not include the 2017 non-equity incentive awards that were paid to the NEOs in February 2018, and which were nonforfeitable as of December 31, 2017, under all circumstances other than termination for competition.(9)Amounts in this row generally include (i) the present value of the applicable benefits payable under the RPSO and the SERP, and (ii) certain additional amounts determined under the executive’s employment agreement in lieu of continued participation in the Company’s broad-based retirement plans. However, amounts included in this column reflecting benefits payable under the SERP may differ from the amounts shown in the Pension Benefits table due to reduced SERP benefits payable upon termination for “good cause” or death. The amount shown for Mr. Lake is based on the retirement provision in his agreement, which provides for a benefit equal to two times his base salary at the time he retires, without regard to the reason for his termination (including if for cause).(10)Amounts in this row generally represent the estimated lump sum present value of all premiums that would be paid by the Company for applicable health and welfare benefits. The value shown for Mr. Daniel P. Amos includes his post-employment medical benefits under the RPSO for his life and the life of his spouse, the value of certain other welfare benefits, and non-medical fringe benefits (including office space) for his life. These amounts would not be payable if Mr. Daniel P. Amos became engaged in any activity that competes with the Company. The value of health coverage for each of Messrs. Crawford, Kirsch, and Lake and Mrs. Tillman is the monthly cost of Company-paid premiums for active employee coverage under the health plan, multiplied by the number of months of Company-paid continued coverage for which the executive is eligible as determined under his or her employment agreement.(11) Amounts in this row represent the estimated value of accelerated vesting of stock options and restricted stock awards. The value for stock options was determined as follows: the excess of the per share closing price on the NYSE on the last business day of the year over the per share option exercise price, multiplied by the number of unvested option shares. The value for restricted stock awards was determined by multiplying the number of unvested stock awards by the same per share closing price used for options. The values of these awards that are performance-based assume maximum performance goals were achieved. (12)All yen denominated payments for Mr. Lake are converted to dollars by dividing the payments by the annual weighted average exchange rate. The weighted average exchange rate was 112.16 yen to the dollar for 2017.• The annual total compensation of the CEO, as reported in the 2020 Summary Compensation Table included on page 50, was $22,613,727; and • The annual total compensation of the median employee determined on this same basis was $63,740. Separation Arrangement for Mr. Paul S. Amos IIMr. Paul S. Amos II entered into a separation agreement with a Company affiliateBased on June 6, 2017, and his employment ended on July 1, 2017. Under the agreement, Mr. Paul S. Amos II resigned from all his duties and roles with the Company and its affiliates and granted them a general release and mutual non-disparagement covenant. This agreement also provided that Mr. Paul S. Amos II’s undertaking to protect corporate property would continue for 24 months after the end of his employment. Among other things, the agreement to protect corporate property restricts Mr. Paul S. Amos II from soliciting Company employees or independent contractors to leave the Company and from interfering with Company business relationships.The agreement provided for Mr. Paul S. Amos II to receive an aggregate payment of $3,404,494 over the life of the agreement, which is equal to the sum of thirty months of base salary continuation, an annual incentive award with respect to fiscal year 2017, and the cost of eighteen months of premiums under the Company’s health insurance plan. The Company paid $1,654,494 in accordance with the agreement during 2017 and the remaining payments will be made in 2018 and 2019, subject to ongoing compliance with certain non-competition obligations. Additionally, under the terms of the agreement, Mr. Paul S. Amos II had 90 days from the effective date of the agreement to exercise outstanding and vested stock options. All unvested stock awards and stock options as well as the SERP benefit were forfeited on his separation date.Executive Compensation| Potential Payments Upon Termination or Change in ControlAFLAC INCORPORATED2018 PROXY STATEMENT59The Company believes that executive pay should be internally consistent and equitable to motivate the Company’s employees and create shareholder value. To demonstrate the Company’s commitment to that principle, and as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are disclosingthis information, the ratio of the annual total compensation of our Chief Executive Officer to the CEO and Chairman, Mr. Daniel P. Amos, tomedian of the annual total compensation of the individual we have identified as the median employee for this purpose.As determined in accordance with applicable SEC rules, for 2017, the last completed fiscal year:●The annual total compensation of the CEO, as reported in the 2017 Summary Compensation Table included on page 47, was $22,830,984; and●The annual total compensation of the median employee determined on this same basis was $76,089.all employees is 355 to 1.60 Aflac Incorporated 
Based on this information, the ratio of the annual total compensation ofChief Executive Officer to the median of the annual total compensation of all employees is 300 to 1.To identify the annual total compensation of the median employee once every three years so long as there has not been a change in our employee population or employee compensation arrangements during the 2020 fiscal year that we reasonably believe would significantly impact our pay ratio disclosure. There has not been a significant change in our employee population or employee compensation arrangements from 2019. Therefore, the CEO pay ratio for the 2020 fiscal year is calculated using the same median employee identified with respect to the 2019 fiscal year. The steps described below were performed in 2019 to identify the annual total compensation of the median employee. The Company first determined the compensation for all the Company’s employees other than the CEO as of December 31, 2019, taking into account the annual sum of cash wages, overtime, and bonus from payroll records, in each case determined without regard to cost-of-living adjustments. As of such date, the Company’s employee population consisted of approximately 12,311 individuals working at Aflac Incorporated and its consolidated subsidiaries, with 43% of these individuals located in the United States and 57% located in Japan. We excluded 146 employees of Argus Holdings, LLC, which the Company acquired during fiscal 2019 in a transaction that closed on November 7, 2019 and 69 employees of Tsusan Co., Ltd, which Aflac Japan acquired on May 8, 2019. The employee population above includes part-time and temporary employees as of December 31, 2019 (excluding employees on unpaid leave as of December 31, 2019), as compared to the employee population disclosed in the December 31, 2019, Form 10-K, which includes only full-time employees. For employees located in Japan, the compensation in Japanese yen was converted to U.S. dollars using the annual weighted average exchange rate of Japanese yen to U.S. dollars of 109.07 to 1 on December 31, 2019.Plan Category Number of Securities
to be Issued
Upon Exercise
of Outstanding
Options, Warrants
and Rights
(a) Weighted-Average
Exercise Price
of Outstanding
Options, Warrants
and Rights
(b) Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans Excluding Securities
Reflected in Column(a)
(c) Equity Compensation Plans Approved by Shareholders 3,045,335 $30.25 37,981,226 * Equity Compensation Plans Not Approved by Shareholders — — — Total 3,045,335 $30.25 37,981,226 * Of the shares listed in column (c), 33,738,935 shares are available for grant other than the CEO as of December 31, 2017 taking into account the annual sum of cash wages, overtime and bonus from payroll records, in each case determined without regard to cost-of-living adjustments. As of such date, the Company’s employee population consisted of approximately 12,372 individuals working at the parent company and its consolidated subsidiaries, with 43% of these individuals located in the United States and 57% located in Japan. The employee population above includes part-time and temporary employees asform of December 31, 2017 (excluding employees on unpaid leave as of December 31, 2017)options, warrants, or rights (i.e., as compared to the employee population disclosed in the December 31, 2017 Form 10-K, which includes only full-time employees. For employees located in Japan, the compensation in Japanese yen was converted to U.S. dollars using the annual weighted average exchange rateform of Japanese yen to U.S. dollars of 112.16 to 1 on December 31, 2017.restricted stock or restricted stock units).The Company determined that, on this basis, the median employee was a full-time, salaried employee located in the U.S., with wages, overtime and bonus pay for the 12-month period ended December 31, 2017, in the amount of $51,048.With respect to the median employee, the Company then identified and calculated the elements of such employee’s compensation for the entirety of 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (the basis for determining annual total compensation as reported in the Summary Compensation Table), resulting in annual total compensation in the amount of $76,089. The difference between such employee’s wages, overtime and bonus pay and the employee’s annual total compensation represents the value of such employee’s change in pension value ($24,047) and other Company-paid benefits ($994).Mr. Daniel P. Amos has been CEO of the Company since 1990 and Chairman since 2001. His longstanding tenure, coupled with normal changes in the calculation of his pension, causes his pension value (when calculated according to Item 402(c)(2)(x) of Regulation S-K) to vary greatly from year to year, which could cause large changes in the ratio.Equity Compensation Plan InformationThe following table provides information with respect to compensation plans under which our equity securities are authorized for issuance to our employees or Non-employee Directors, as of December 31, 2017.Plan Category Number of Securities to be Issued Upon
Exercise of Outstanding Options,
Warrants and Rights
(a) Weighted-Average Exercise
Price of Outstanding Options,
Warrants and Rights
(b) Number of Securities Remaining
Available for Future Issuance Under
Equity Compensation Plans Excluding
Securities Reflected in Column (a)
(c) Equity Compensation PlansApproved by Shareholders 3,652,292 $56.05 20,617,491* Equity Compensation Plans Not Approved by Shareholders — — — Total 3,652,292 $56.05 20,617,491 2021 Proxy Statement 61 *Of the shares listed in column (c), 18,247,271 shares are available for grant other than in the form of options, warrants, or rights (i.e., in the form of restricted stock or restricted stock units).Executive Compensation| Equity Compensation Plan Information 60AFLAC INCORPORATED2018 PROXY STATEMENTAudit Matters Proposal 2:Advisory Vote on Executive CompensationWe believe our compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of our shareholders. Since 2008, we have voluntarily provided our shareholders an annual advisory vote (commonly known as “Say-on-Pay”) now required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. This vote gives you as a shareholder the opportunity to endorse or not endorse the compensation of our named executive officers through the following resolution:“Resolved, on an advisory basis, the shareholders of Aflac Incorporated approve the compensation of the named executives, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative of the Notice of 2018 Annual Meeting of Shareholders and Proxy Statement.”Because your vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
We are committed to achieving a high level of total return for our shareholders. From August 1990, when Daniel P. Amos was appointed the CEO, through December 31, 2017, the Company’s total return to shareholders, including reinvested cash dividends, hasexceeded 7,058%,compared with 1,728% for the Dow Jones Industrial Average, 1,370% for the S&P 500 Index, and 1,027% for the S&P Life & Health Insurance Index.
The Board of Directors unanimously recommends a vote“for”approval of the advisory vote on executive compensation.FOR AFLAC INCORPORATED2018 PROXY STATEMENT61Proposal 3 Audit and Risk Committee ReportThe Audit and Risk Committee of the Company’s Board is composed of five Directors. The Board has determined that each member of the Audit and Risk Committee is independent as defined by the NYSE listing standards and SEC rules, is financially literate, and qualifies as an audit committee financial expert as defined by the SEC rules. The Audit and Risk Committee operates under a written charter adopted by the Board. The charter, which is reviewed annually and complies with all current regulatory requirements, is available on the Company’s website, www.aflac.com, by clicking on “Investors,” then “Corporate Governance,” then “Audit and Risk Committee.”In 2017, the Audit and Risk Committee met eleven times. During these meetings committee members reviewed and discussed with management, KPMG (the Company’s independent registered public accounting firm), the internal auditors, the chief risk officer, the general counsel and others a variety of topics, including the Company’s earnings releases and SEC filings related to quarterly and annual financial statements, statutory insurance financial statement filings, and the Company’s system of internal control over financial reporting. The Audit and Risk Committee has discussed with, and received regular status reports from, the Company’s director of internal audit and KPMG on the overall scope and plans for their audits of the Company. The Audit and Risk Committee met with the internal auditors and KPMG, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.The Audit and Risk Committee has monitored the Company’s compliance with Section 404 of the Sarbanes-Oxley Act regarding the reporting related to internal control over financial reporting. The monitoring process has included regular reports and representations by financial management of the Company, the internal auditors, and by KPMG. The Audit and Risk Committee also has reviewed the certifications of Company executive officers contained in the Annual Report on Form 10-K for the year ended December 31, 2017, as well as reports issued by KPMG related to its audit of the consolidated financial statements and the effectiveness of internal control over financial reporting.The Audit and Risk Committee is responsible for the appointment, compensation, retention and oversight of the Company’s independent registered public accounting firm. In accordance with SEC rules and KPMG’s policies, audit partners are subject to rotation requirements to limit the number of consecutive years an individual partner may provide service to the Company. For the lead audit partner, the maximum number of consecutive years of service in that capacity is five years. The process for selecting the lead audit partner for the Company pursuant to this rotation policy involves a meeting between the Chair of the Audit and Risk Committee and prospective candidates, as well as discussions with the full Audit and Risk Committee and with management. The Audit and Risk Committee evaluates the performance of KPMG, including the senior members of the audit engagement team, each year and determines whether to reengage KPMG or to consider other audit firms. In doing so, the Audit and Risk Committee considers the quality and efficiency of the services provided; the firm’s global capabilities, particularly in the U.S. and Japan; its technical expertise; its tenure as the Company’s independent registered public accounting firm (KPMG has served in this capacity since 1963); and its knowledge of the Company’s operations and industry. Based on this review and discussions with members of senior management, the Audit and Risk Committee concluded it was in the best interest of the Company and the shareholders to recommend KPMG to the Board to serve as the Company’s independent registered public accounting firm during 2017. Although the Audit and Risk Committee has the sole authority to appoint the independent auditors, the Audit and Risk Committee will continue its long-standing practice of recommending that the Board ask the shareholders to ratify this appointment (see RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal 3)).The Audit and Risk Committee also discussed with KPMG those matters required to be discussed under the rules adopted by the Public Company Accounting Oversight Board (the PCAOB). The Audit and Risk Committee received the written disclosures and the letter from KPMG required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit and Risk Committee concerning independence and has discussed with KPMG its independence. The Audit and Risk Committee considered with KPMG whether the provision of non-audit services provided by it to the Company during 2017 was compatible with its independence.In performing all of these functions the Audit and Risk Committee acts in an oversight capacity. The Audit and Risk Committee reviews the Company’s quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with the SEC. In its oversight role the Audit and Risk Committee relies on the work and assurances of the Company’sProposal 2: Advisory Vote on Executive Compensation| Audit and Risk Committee Report62AFLAC INCORPORATED2018 PROXY STATEMENTmanagement, which has the primary responsibility for establishing and maintaining adequate internal control over financial reporting and for preparing the financial statements and other reports, and of KPMG, which is engaged to audit and report on the consolidated financial statements of the Company and the effectiveness of the Company’s internal control over financial reporting.In reliance on these reviews and discussions, and the reports of KPMG, the Audit and Risk Committee has recommended to the Board, and the Board has approved, the audited financial statements to be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, for filing with the SEC.For additional information, see the “The Audit and Risk Committee” section on page 22.Audit and Risk CommitteeDouglas W. Johnson, ChairmanW. Paul BowersCharles B. KnappKarole F. LloydJoseph L. MoskowitzThe Company recognizes that transactions between the Company and any of its Directors or executives can present potential or actual conflicts of interest and create the appearance that decisions are based on considerations other than the best interests of the Company and its shareholders. Accordingly, consistent with our Code of Business Conduct and Ethics, it is the Company’s preference to avoid such transactions. Nevertheless, there are situations where such transactions may be in, or not inconsistent with, the best interests of the Company and its shareholders. Therefore, the Company has adopted a written policy that requires the Audit and Risk Committee to review and, if appropriate, to approve or ratify any such transactions. Pursuant to the policy, the Audit and Risk Committee will review any transaction in which the Company is or will be a participant and the amount involved exceeds $120,000 in any fiscal year, and in which any of the following had, has, or will have a direct or indirect material interest: (i) a Director, (ii) an executive officer, (iii) a holder of more than 5% of the Company’s outstanding shares, (iv) an immediate family member of any of these persons, or (v) any firm, corporation or other entity in which one of these persons is employed or is a general partner or principal or in a similar position, or in which such person has a 5% or greater beneficial interest. During its review, the Audit and Risk Committee considers a number of factors, including whether the related person transaction is on terms no less favorable to the Company than may reasonably be expected in arm’s-length transactions. The Audit and Risk Committee will only approve or ratify those transactions that it determines in good faith are in, or are not inconsistent with, the best interests of the Company and its shareholders.Each of the following ongoing transactions has been reviewed and ratified by the Audit and Risk Committee:Kriss Cloninger III was President of the Company and a member of the Board. His son, Kriss Alan Cloninger, has been employed with the Company since 2013. Kriss Alan Cloninger is a Field Force Consultant. In 2017, his total compensation, including salary, bonuses, commissions and other benefits, was $195,952. The compensation for Kriss Alan Cloninger is commensurate with that of his peers.Proposal 2: Advisory Vote on Executive Compensation| Related Person TransactionsAFLAC INCORPORATED2018 PROXY STATEMENT63Proposal 3:Ratification of Appointment of Independent Registered Public Accounting FirmAuditorsIn February 2018,2021, the Audit and Risk Committee voted to appoint KPMG LLP, an independent registered public accounting firm, to perform the annual audit of the Company’s consolidated financial statements for fiscal year 2018,2021, subject to ratification by the shareholders.Representatives 
The Board of Directors and the Audit and Risk Committee recommend a vote FOR the ratification of the selection of KPMG LLP are expected to attend the 2018LLP. 2020
($) 2019
($)Audit fees — Audit of the Company’s consolidated financial statements for the years ended December 31(1) 8,280,126 8,806,395 Audit-related fees(2) 753,200 802,700 Tax fees(3) 43,170 2,106 All Other fees — — Total fees: 9,076,496 9,611,201 (1) Includes $777,078 and $1,043,848, respectively, for the 2020 and 2019 audits of Aflac Japan regulatory financial statements. (2) Includes fees relating to audits of the Company’s benefit plans, service organization control reports, accounting consultations in connection with proposed transactions or emerging accounting standards and other attestation reports. (3) Tax fees include all services performed by professional staff in the independent Accountant’s tax division for tax return and related compliance services, except for those tax services related to the Company by KPMG LLP for the years ended December 31, were as follows: 2017
($) 2016
($)Audit fees — Audit of the Company’s consolidated financial statements for the years ended December 31 * 7,167,180 6,560,473 Audit-related fees ** 287,000 274,700 Tax fees 1,985 1,927 Total fees: 7,456,165 6,837,100 *Includes $438,866 and $448,472, respectively, for the 2017 and 2016 audits of the Japan branch regulatory financial statements.** Includes fees relating to audits of the Company’s benefit plans and SSAE 16 attestation reports.62 Aflac Incorporated 
The Board of Directors unanimously recommends a vote“for”ratification of the selection of KPMG LLP as the Company’s independent registered public accounting firm.2021 Proxy Statement 63 64 Aflac Incorporated 2021 Proxy Statement 65 Name and Address of Beneficial Owner Title of Class
Common
Stock Amount of
Beneficial
Ownership
Shares Amount of
Beneficial
Ownership
Votes Percent of
Class Percent of
Available
Votes J&A Alliance Holdings Corporation*
1007 Fukoku Seimei Building
2-2-2 Uchisaiwai-cho, Chiyoda-ku
Tokyo 100-0011, Japan 1 Vote Per
Share 52,300,000 52,300,000 7.6 4.7 BlackRock, Inc.*
55 East 52nd Street
New York, NY 10055 1 Vote Per
Share 45,522,910 45,522,910 6.6 4.1 The Vanguard Group*
100 Vanguard Boulevard
Malvern, PA 19355 1 Vote Per
Share 59,888,649 59,888,649 8.7 5.4 State Street Corporation*
State Street Financial Center
One Lincoln Street
Boston, MA 02111 1 Vote Per
Share 34,135,472 34,135,472 5.0 3.1 * The above information is derived from Schedule 13G filings filed with the Securities and Exchange Commission, dated January 6, 2021, by J&A Alliance Holdings Corporation, dated January 29, 2021, by BlackRock, Inc., dated February 10, 2021, by The Vanguard Group, and dated February 12, 2021, by State Street Corporation. According to the Schedule 13G filings: J&A Alliance Holdings Corporation, has shared voting power with respect to 52,300,000 shares; BlackRock, Inc., has sole voting power with respect to 39,235,646 shares and sole dispositive power with respect to 45,522,910 shares; The Vanguard Group has shared voting power with respect to 1,080,868 shares, sole dispositive power with respect to 56,940,688 shares and shared dispositive power with respect to 2,947,961 shares; and State Street Corporation has shared voting power with respect to 30,600,239 shares and shared dispositive power with respect to 34,107,499 shares. 66 Aflac Incorporated 64AFLAC INCORPORATED2018 PROXY STATEMENTName Shares of Common Stock
Beneficially Owned on
February 23, 2021(1) Percent of
Outstanding
Shares Voting Rights on
February 23,
2021 Percent of
Available
Votes Daniel P. Amos 4,642,443 .7 34,708,192 3.1 W. Paul Bowers 38,403 * 206,911 * Toshihiko Fukuzawa 3,012,814 .4 30,012,814 2.6 Thomas J. Kenny 30,107 * 163,905 * Georgette D. Kiser 7,077 * 7,077 * Karole F. Lloyd 33,646 * 145,984 * Nobuchika Mori 3,738 * 3,738 * Joseph L. Moskowitz 58,349 * 233,183 * Barbara K. Rimer, DrPH 125,731 * 730,558 .1 Katherine T. Rohrer 12,990 * 12,990 * Melvin T. Stith 42,251 * 291,506 * * Percentage not listed if less than .1%. (1) Includes 526,588 shares of restricted stock awarded under the Long-Term Incentive Plan for Daniel P. Amos that he has the right to vote. These shares will vest three years from the date of grant if the Company attains certain performance goals. Includes options to purchase shares, which are exercisable within 60 days for: Joseph L Moskowitz, 41,729 and Barbara K. Rimer, DrPH, 97,322. Also includes shares of restricted stock awarded under the Long-Term Incentive Plan for Toshihiko Fukuzawa, Georgette D. Kiser, Karole F. Lloyd, Barbara K. Rimer, DrPH, Katherine T. Rohrer, and Melvin T. Stith 4,430 each, W. Paul Bowers, 6,144, Nobuchika Mori, 3,738, and Joseph L. Moskowitz, 2,215, for which these individuals have the right to vote. These shares will vest one year from the date of grant. • Daniel P. Amos: 5,017 shares owned by his spouse; 936,826 shares owned by a partnership of which he is a partner; 908,632 shares owned by trusts of which he is trustee; 444,708 shares owned by the Daniel P. Amos Family Foundation, Inc.; 1,173,439 owned by the Soma Foundation, Inc. • Toshihiko Fukuzawa: 3,000,000 shares owned by The Mizuho Trust & Banking Co., Ltd. Mr. Fukuzawa represents the power to vote these shares. 2021 Proxy Statement 67 Name Shares(1) Percent of
Shares Votes Percent of
Votes Max K. Brodén 81,108 * 81,108 * Frederick J. Crawford 399,834 .1 1,189,710 .1 Eric M. Kirsch 296,568 * 640,638 .1 Audrey Boone Tillman 353,907 .1 1,147,185 .1 All Directors, nominees, and executive officers as a group (22 individuals) 10,164,500 1.5 73,191,622 6.5 The Board is* Percentage not aware of any matterslisted if less than .1%.(1) Includes options that are expectedexercisable within 60 days for Max K. Brodén, 4,668; Frederick J. Crawford, 87,764; Eric M. Kirsch, 38,230; Audrey Boone Tillman, 88,138; and for all Directors and executive officers as a group to come beforepurchase 594,063 shares. Includes the 2018 Annual Meeting other than those referred tofollowing shares of restricted stock awarded under the Long-Term Incentive Plan: in this Proxy Statement. If any other matter should come before2019, 2020 and 2021 for Max K. Brodén, 59,264; Frederick J. Crawford, 123,572; Eric M. Kirsch, 81,292; and Audrey Boone Tillman, 101,006. These shares will vest 3 years from the Annual Meeting, the Proxy Committee intends to vote the proxies in accordance with its best judgment.Submissiondate of Shareholder Proposals and Nominations for the 2019 Annual MeetingProposals for Inclusion in our 2019 Proxy MaterialsSEC rules permit shareholders to submit proposals to be included in our materialsgrant if the shareholder and the proposal satisfy the requirements specified in Rule 14a-8Company attains certain performance goals. Also includes shares of restricted stock awarded under the Securities Exchange Act. For a shareholder proposal to be consideredLong-Term Incentive Plan for inclusion in our proxy materials for the 2019 Annual Meeting of Shareholders, the proposal must be received at the address provided below by November 23, 2018.Director Nominations for Inclusion in our 2019 Proxy Materials Pursuant to our Proxy Access BylawOur proxy access Bylaw permits a shareholder (orall Directors and executive officers as a group of up1,292,905. The grantees have the right to twenty shareholders) who ownsvote their restricted stock, but they may not transfer the shares until they have vested. No Director nominee or executive officer has any pledged shares. For information on the Company’s pledging policy, please see “Stock Ownership Guidelines; Hedging and Pledging Restrictions” on page 48.68 Aflac Incorporated 2021 Proxy Statement 69 Number of shares Votes per share Yields this many votes 640,276,788 @ 1 = 640,276,788 47,323,368 @ 10 = 473,233,680 687,600,156 Total 1,113,510,468 70 Aflac Incorporated Proposal Vote required to Pass Effect of our outstanding capital stock representing at least 3%abstentions and broker non-votesUncontested election of directors Votes cast for a nominee exceed votes cast against that nominee Abstentions and broker non-votes are not counted as votes cast and have no effect Advisory say-on-pay Majority of the votes entitled to becastAbstentions and broker non-votes are not counted as votes cast on the election of directors, and who has owned such shares continuously for at least three years, to nominate and include in our proxy materials director candidates constituting up to 20%have no effectRatification of the Board, ifIndependent Registered Public Accounting FirmMajority of the nominating shareholder(s)votes castAbstentions are not counted as votes cast and the nominee(s) satisfy the requirements specified in our Bylaws. For the 2019 Annual Meeting of Shareholders, notice of a proxy access nomination must be received at the address provided below between October 24, 2018,have no effect. Brokers and November 23, 2018.other nominees may vote without instructions with respect to this proposal, so we do not expect broker non-votes.Other Proposals or Director Nominations to be Brought Before our 2019 Annual MeetingOur Bylaws set forth procedures for shareholders who wish to propose items of business or to nominate director candidates that are not intended to be included in our proxy materials. For the 2019 Annual Meeting of Shareholders, notice of such proposals or nominations must be received at the address provided below between January 7, 2019, and February 6, 2019. In the unlikely event the Company moves the 2019 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date that is the one year anniversary of this year’s Annual Meeting date (i.e., May 6, 2019), the Company must receive such notice no later than the close of business on the 10th 2021 Proxy Statement 71 directorsDirectors or proposals of other items of business to be considered by shareholders at the 20192022 Annual Meeting of Shareholders (whether or not intended for inclusion in our proxy materials) must be submitted in writing to our Corporate Secretary at Aflac Incorporated, 1932 Wynnton Road, Columbus, Georgia 31999.AFLAC INCORPORATED2018 PROXY STATEMENT7265Aflac Incorporated 20182020 Annual Report on Form 10-K to each shareholder entitled to vote at the 20182021 Annual Meeting of Shareholders. It is also available via the Internet by going to https://investors.aflac.com and selecting “SEC Filings” under the “Financials” section as well as at the website of the United States Securities and Exchange Commission at www.sec.gov. For a printed copy, write to:contact Shareholder Services by phone at (706) 596-3581, by email at shareholder@aflac.com, or by mail at:David A. YoungVice President, Investor and Rating Agency Relations
Aflac Incorporated
Worldwide Headquarters
1932 Wynnton Road
Columbus, Georgia 319992018virtual 2021 Annual Meeting on May 7, 2018. To ensure that attendance is limited to shareholders3, 2021. For more information on voting and their proxies or qualified representatives, if you are not a registered shareholder, please bring with you proof of Common Stock ownership, such as a current brokerage statement, and a photo ID. If you are attending the virtual Annual Meeting, as a proxy or qualified representativeplease see the “Notice of a shareholder, please bring a photo ID2021 Annual Meeting of Shareholders” and written evidence of your authority to act on behalf of the shareholder. Cameras, cellphones, and other electronic or recording devices may not be used in“Attending the meeting room.Virtual Annual Meeting” sections. 
Secretary
March 23, 201818, 2021Other Matters2021 Proxy Statement|73 Annual Report 66AFLAC INCORPORATED2018 PROXY STATEMENT Non-GAAPNon-U.S. GAAP Measures and Reconciliations to Corresponding U.S. GAAP Measuresoperatingadjusted earnings; operatingadjusted earnings per diluted share, excluding current period foreign currency effect; operatingimpact; adjusted revenues, on a currency-neutral basis;excluding current period foreign currency impact; amortized hedge costs/income; and operatingadjusted return on equity excluding foreign currency effect.(“AROE”). (References in this Proxy Statement such as “currency-neutral” or “excluding the impact of foreign currency” are synonymous with “excluding foreign currency effect.impact.”) These measures are not calculated in accordance with “U.S. GAAP,” but this appendix provides reconciliations to each of the most comparable U.S. GAAP.GAAP measures.ManagementThe Company’s management uses operatingadjusted earnings and operatingadjusted earnings per diluted share, excluding foreign currency effect,impact, to evaluate the financial performance of the Company’s insurance operations on a consolidated basis, and believes that a presentation of these measures is vitally important to an understanding of the underlying profitability drivers and trends of the Company’s insurance business.operatingadjusted earnings as the profits derived from operations. OperatingThe most comparable U.S. GAAP measure is net earnings. Adjusted earnings includes interest cash flows associated with notes payable,are adjusted revenues less benefits and amortized hedge costs relatedadjusted expenses. The adjustments to foreign currency denominated investments, but excludesboth revenues and expenses account for certain items that cannot be predicted or that are outside of management’s control. These items include realizedAdjusted revenues are U.S. GAAP total revenues excluding net investment gains and losses, from securities transactions, impairments, change in loan loss reserves and certain derivative andexcept for amortized hedge costs/income related to foreign currency activities;exposure management strategies and net interest cash flows from derivatives associated with certain investment strategies. Adjusted expenses are U.S. GAAP total acquisition and operating expenses including the impact of interest cash flows from derivatives associated with notes payable but excluding any nonrecurring items; andor other non-operating income (loss) from net earnings. Nonrecurring and other non-operating items consist of infrequent events and activity not associated with the normal course of the Company’s insurance operations and that do not reflect the Company’s underlying business performance.OperatingAmortized hedge costs/income represent costs/income incurred or recognized as a result of using foreign currency derivatives to hedge certain foreign exchange risks in the Company’s Japan segment or in the Corporate and Other segment. These amortized hedge costs/income are estimated at the inception of the derivatives based on the specific terms of each contract and are recognized on a straight line basis over the term of the hedge. There is no comparable U.S. GAAP financial measure for amortized hedge costs/income. The Company believes that amortized hedge costs/income, which are a component of adjusted earnings, measure the periodic currency risk management costs/income related to hedging certain foreign currency exchange risks and are an important component of net investment income.(basic or diluted)excluding current period foreign currency impact are the operatingadjusted earnings for theexcluding current period foreign currency impact divided by the weighted average outstanding diluted shares (basic or diluted) for the period presented. The most comparable U.S. GAAP measure is net earnings per share.74 Aflac Incorporated where thewhose functional currency is the Japanese yen, fluctuations in the yen/dollar exchange rate can have a significant effect on the Company’s reported results. In periods when the yen weakens, translating yen into dollars results in fewer dollars being reported. When the yen strengthens, translating yen into dollars results in more dollars being reported. Consequently, yen weakening has the effect of suppressing current period results in relation to the comparable prior period, while yen strengthening has the effect of magnifying current period results in relation to the comparable prior period. A significant portion ofManagement evaluates the Company’s business is conducted in yenfinancial performance both including and never converted to dollars but translated in dollars for U.S. GAAP reporting purposes, which results in foreign currency impacts to earnings, cash flows and book value on a U.S. GAAP basis. Because foreign currency rates are outside management’s control, Aflac believes it is important to understand the impact of translating yen to U.S. dollars. Operating earnings, operating earnings per diluted share “excluding current period foreign currency impact,” and operating revenues on a currency-neutral basis are computed using the average yen/dollar exchange rate for the comparable prior-year period, which eliminates dollar-based fluctuations driven solely by currency rate changes.Operating return on shareholders’ equity, excluding foreign currency and Tax Reform impacts, is calculated using operating earnings excluding the impact of foreign currency translation to monitor, respectively, cumulative currency impacts on book value and the yen/dollar exchange rate, as reconciled with total U.S. GAAP net earnings. This is divided by average shareholders’ equity, excluding accumulated other comprehensive income. The comparable U.S. GAAP measure is return on average equity (ROE) as determined using net earnings and average total shareholders’ equity.currency-neutral operating performance over time.RECONCILIATIONS(1)Reconciliations of Non-U.S. GAAP Measurestabletables on the following page is a reconciliationpages provide reconciliations of operatingadjusted earnings and operatingadjusted earnings per diluted share, each excluding foreign currency effect,impact, adjusted return on equity excluding foreign currency, and adjusted revenues excluding current period foreign currency impact, to the most directly comparable U.S. GAAP measures for the years ended December 31, 20172020 and 2016.2019. In Millions Per Diluted Share Twelve Months Ended December 31, 2020 2019 2020 2019 Net earnings $ 4,778 $ 3,304 $ 6.67 $ 4.43 Items impacting net earnings: Net investment (gains) losses(2),(3),(4),(5) 229 15 .32 .02 Other and non-recurring (income) loss 28 1 .04 .00 Income tax (benefit) expense on items excluded from adjusted earnings (72 ) (3 ) (.10 ) .00 Tax reform adjustment(6) 0 (4 ) .00 (.01 ) Tax valuation allowance release(7) (1,411 ) 0 (1.97 ) .00 Adjusted earnings 3,552 3,314 4.96 4.44 Current period foreign currency impact(8) (31 ) N/A (.04 ) N/A Adjusted earnings excluding current period foreign currency impact $ 3,521 $ 3,314 $ 4.92 $ 4.44 Appendix – Definition of Non-GAAP Measures and Reconciliations to Corresponding GAAP MeasuresAFLAC INCORPORATED(1)2018 PROXY STATEMENT67 In Millions Per Diluted Share 2017 2016 2017 2016 Net earnings $ 4,604 $ 2,659 $ 11.54 $ 6.42 Items impacting net earnings: Realized investment (gains) losses: Securities transactions and impairments 9 (55 ) .02 (.13 ) Certain derivative and foreign currency (gains) losses(2),(3),(4) (9 ) (32 ) (.02 ) (.08 ) Other and non-recurring (income) loss(4) 69 137 .17 .33 Income tax (benefit) expense on items excluded from operating earnings(2),(5) (24 ) (18 ) (.06 ) (.04 ) Tax reform adjustment(6) (1,933 ) N/A (4.85 ) N/A Operating earnings 2,716 2,691 6.81 6.50 Current period foreign currency impact(7) 41 N/A .10 N/A Operating earnings excluding current period foreign currency impact(8) $ 2,757 $ 2,691 $ 6.91 $ 6.50 (1)Amounts may not foot due to rounding. (2) Excludes amortizedAmortized hedge costs of $228$206 in 20172020 and $186$257 in 2016,2019, related to hedging U.S. dollar-denominated investments heldcertain foreign currency exposure management strategies have been reclassified from net investment gains (losses) and included in Aflac Japan which are classifiedadjusted earnings as a decrease to net investment income.(3) Amortized hedge income of $97 in 2020 and $89 in 2019, related to certain foreign currency exposure management strategies have been reclassified from realized investment gains (losses) and included in adjusted earnings as increase to net investment income. (4) Net interest cash flows from derivatives associated with certain investment strategies of $12 in 2020 and $(17) in 2019 have been reclassified from net investment gains (losses) and included in adjusted earnings as a component of operating earnings to conform to current year reporting.net investment income.(3)(5)Excludes aA gain of $77$56 in 20172020 and $85$66 in 2016,2019, respectively, related to the interest rate component of the change in fair value of foreign currency swaps on notes payable which is classified as an operating gain when analyzing segment operations.(4)Foreign currency gains (losses) for all periods have been reclassified from other income (loss) to realizednet investment gains (losses) - certain derivative and foreign currency gains (losses) for consistency with current period presentation.included in adjusted earnings as a component of interest expense.(5)(6)Calculated using a 35% tax rate.(6)This estimatedThe impact of Tax Reform may bewas adjusted for future periods, possibly materially, due to, among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions the Company has made, tax guidance that may be issued and actions the Company may take2019 as a result of Tax Reform.additional guidance released by the IRS.(7) One-time tax benefit recognized in 2020 representing the release of valuation allowances on deferred foreign tax credits due to new tax regulations (8) Prior period foreign currency impact reflected as “N/A” to isolate change for current period only. (8)Amounts excluding current period foreign currency impact are computed using the average yen/dollar exchange rate for the comparable prior-year period, which eliminates dollar-based fluctuations driven solely from currency rate changes.2021 Proxy Statement 75 The following table is a reconciliationoperating return on equity, excluding foreign currency effect,Contentsthe most directly comparableCorresponding U.S. GAAP measures for the years ended December 31, 2017 and 2016.MeasuresOPERATINGADJUSTED ROE(1)CURRENCY AND TAX REFORM IMPACTS)CURRENCY)TWELVE MONTHS ENDED DECEMBER 31, 2017 2016 Net earnings - U.S. GAAP ROE(2), (3) 20.4 % 13.9 % Impact of excluding unrealized foreign currency translation gains (losses) (2.0 ) (1.7 ) Impact of excluding unrealized gains (losses) on securities and derivatives 5.8 3.1 Impact of excluding pension liability adjustment (0.2 ) (0.1 ) Impact of excluding accumulated other comprehensive income (AOCI) 3.6 1.3 U.S. GAAP ROE - less AOCI 24.0 15.2 Differences between operating earnings and net earnings(3), (4) (9.8 ) 0.2 Operating ROE - reported 14.2 15.4 Less: Impact of foreign currency(5) (0.2 ) N/A Operating ROE, excluding impact of foreign currency 14.4 15.4 Less: Impact of Tax Reform (0.7 ) N/A Operating ROE, excluding impacts of foreign currency and Tax Reform 15.1 % 15.4 % Twelve Months Ended December 31, 2020 2019 Net earnings - U.S. GAAP ROE(2) 15.3 % 12.6 % Impact of excluding unrealized foreign currency translation gains (losses) (0.9 ) (1.0 ) Impact of excluding unrealized gains (losses) on securities and derivatives 6.2 3.6 Impact of excluding pension liability adjustment (0.2 ) (0.1 ) Impact of excluding AOCI 5.1 2.5 U.S. GAAP ROE - less AOCI 20.3 15.1 Differences between adjusted earnings and net earnings(3) (5.2 ) — Adjusted ROE - reported 15.1 15.2 Less: Impact of foreign currency(4) 0.1 N/A Adjusted ROE, excluding impact of foreign currency 15.0 15.2 (1) Amounts presented may not foot due to rounding. (2) U.S. GAAP ROE is calculated by dividing net earnings (annualized) by average shareholders’ equity. Excluding the estimated impacts of Tax Reform of $1.9 billion of earnings and $967 million impact of average shareholders’ equity, the U.S. GAAP ROE would have been 12.4% for the full year 2017.(3) These measures include the Company’s estimated earnings impact of $1.9 billion of Tax Reform, which may be adjusted for the current and future periods, possibly materially, due to, among other things, further refinement of the Company’s calculations, changes in interpretations and assumptions the Company has made, tax guidance that may be issued and actions the Company may take as a result of Tax Reform.(4)See separate reconciliation of net incomeearnings to operatingadjusted earnings.(5)(4)Impact of foreign currency is calculated by restating all yen components of the income statement to the weighted average yen rate for the comparable prior year period. The impact is the difference of the restated operatingadjusted earnings compared to reported operatingadjusted earnings. For comparative purposes, only current period income is restated using the weighted average prior period exchange rate, which eliminates the foreign currency impact for the current period. This allows for equal comparison of this financial measure.Twelve Months Ended December 31, 2020 2019 Total Revenue - U.S. GAAP $ 22,147 $ 22,307 Add: Total U.S. GAAP Net Investment Losses 270 135 Add: Net investment gain/loss items included in Adjusted Revenue Amortized hedge (costs)/income (109 ) (168 ) Interest cash flows on derivatives associated with investment strategies 12 (17 ) Differences between adjusted revenues and total revenues Adjusted revenues $ 22,320 $ 22,256 Less: Impact of foreign currency(2) 295 N/A Adjusted revenues, excluding foreign currency impact $ 22,025 $ 22,256 Appendix – Definition of Non-GAAP Measures and Reconciliations(1)Amounts presented may not foot due to Corresponding GAAP Measuresrounding.68(2)Impact of foreign currency is calculated by restating all yen components of the income statement to the weighted average yen rate for the comparable prior year period. The impact is the difference of the restated adjusted revenues compared to reported adjusted revenues. For comparative purposes, only current period income is restated using the weighted average prior period exchange rate, which eliminates the foreign currency impact for the current period. This allows for equal comparison of this financial measure. 76 AFLAC INCORPORATED2018 PROXY STATEMENTAflac Incorporated Corporate CitizenshipEnvironmental, Social, and Governance
believesbelieve that ethics, corporate citizenship, and success go hand in hand. All things being equal, we believe most people prefer doing business with a company that’sthat is also a good corporate citizen. That meansWhether it is helping families facing childhood cancer, conducting business with ethics and grace, providing opportunity for our workforce, or being ever-mindful of our environment, serving the community while helping others also can makeis not only the right thing to do, it makes good business sense. This philosophy is incorporated into Aflac’sa part of our daily operations, our culture, and our actions in the community. In 2017, Aflac’s independent sales agents and employees continued their generous support for theAflac Cancer and Blood Disorders Center of Children’s Healthcare of Atlanta, a partnership we initiated in 1995. This generosity has greatly contributed to the Aflac Cancer Center’s success and distinction in research, which has earned the Aflac Cancer Center recognition as one of the top pediatric cancer programs in the United States byU.S. News and World Report.Aflac also has shown a commitment to the environment by striking a balance between effective, efficient operations and responsible environmental stewardship.
Environment • More than 85% of the eligible buildings the Company owns and operates in the United States have earned Energy Star certification as measured by square footage. Energy Star certified buildings use less energy and contribute fewer greenhouse gas emissions to the environment. • Became the first insurance company in the United States to achieve both ISO 50001 Energy Management System and ISO 14001 Environmental Management Systems certifications, which help to implement technical and management strategies that significantly cut energy costs and greenhouse gas emissions – and sustain those savings over time. • Aflac Incorporated has reduced its combined Scope 1 and Scope 2 greenhouse gas emissions by more than 50% compared to its 2007 base line. 
Social • Nearly 17,000 Aflac independent sales associates contribute more than $500,000 from their commission checks to the Aflac Cancer Center each month. • In 2020, our employees in the United States put in nearly 11,000 volunteer hours with community and charitable organizations. 
Named to Fortune’s list of World’s Most Admired Companies for the 20th time. 
33rdIncluded in Black Enterprise magazine’s list of the 50 Best Companies for Diversity for 13 years.
LATINA Style’s list of 50 Best Companies for Latinas to Work for in the United States for 21 years. 
For the second consecutive year, on the Bloomberg Gender-Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation, and transparency. 
Governance • Named a World’s Most Ethical Company by the Ethisphere Institute for 15 consecutive years • Won IDG’s 2020 CSO50 Awards for security projects and initiatives demonstrating outstanding business value and thought leadership • Placed #1 by Security Magazine’s Security 500 rankings in the Insurance/Reinsurance sector in 2020 
Aflac and Sproutel introduced My Special Aflac Duck®, a “smart” robotic companion designed to help children who are undergoing cancer treatments. Aflac aims to put a My Special Aflac Duck in the hands of every child, above the age of 3, diagnosed with cancer in the U.S. and 49th in the world on its Green Ranking Global 500 list.Recognized as oneJapan – free of thecharge.100 Best Companies to Work For in America2020 marked an important milestone for the 20th consecutive year, as well as oneAflac Cancer and Blood Disorders Center at Children’s Healthcare ofMost Admired Companies for Atlanta: the 17th time.For 12 consecutive years,25th anniversary of its establishment. Since its doors first opened in 1995, Aflac has been recognized byEthisphereasone of the World’s Most Ethical Companies.Listed byDow Jones Sustainability Index North Americaas an honoree for the7th consecutive yearemployees, The Aflac Foundation, Inc. and independent sales agents have contributed ,more than $150 million noting that the Company exceeded industry averages in multiple key categories.Awarded by Japan Women’s Innovative Network (J-WIN) with a special 2017Diversity Award for our commitment to actively promoting women in leadership.To learn more about these achievements and our efforts to be good corporate citizens, please visithttps://www.aflac.com/about-aflac/corporate-citizenship/default.aspx.Corporate Profile
AFLAC JAPANIn Japan, where we are proud to insure one in four households,* we worked to strengthen relationships with our sales channels and enhance our product line to ensure we’re continuing to meet the needs of consumers. In 2017, these actions were again instrumental in maintaining our status as the leading provider of both medical and cancer insurance in Japan. As a result we met our third sector sales objectives, increasing third sector sales 4.1% for the year and generating solid financial results.AFLAC U.S.In the United States, Aflac again earned the distinction of being the number one provider of voluntary insurance at the worksite.** In 2017, Aflac U.S. met its new annualized premium sales objectives, increasing sales 4.7% for the full year and generating solid financial results while also actively investing in our platform. Through its trailblazing One Day PaySM initiative, Aflac U.S. can receive, process, approve and disburse payment for eligible claims in one business day.*Source: Eastbridge Consulting Group, Inc. U.S. Worksite/Voluntary Sales Report. Carrier Results for 2016. Avon, CT: April 2017**Based on the 2017 number of households published by Japan’s Ministry of Internal Affairschildhood cancer research and Communicationstreatment.Aflac Incorporated
1932 Wynnton Road,
Columbus GeorgiaGA 31999
aflac.comaflac.comAflacChildhoodCancer.org to learn more.
C/O BROADRIDGE CORPORATE ISSUER SOLUTIONS
P.O. BOX 1342
BRENTWOOD, NY 11717
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.comAFLAC INCORPORATEDANNUAL MEETING FOR HOLDERS AS OF 2/28/18TO BE HELD ON 5/7/18Your vote is important. Thank you for voting.Read the Proxy Statement and have the voting instruction form below at hand. Please note that the telephone and Internet voting turns off at 11:59 p.m. ET the night before the meeting or cutoff date.To vote by Internet1) Go to websitewww.proxyvote.com.2) Follow the instructions provided on the website.To vote by Telephone1) Call 1-800-454-8683.2) Follow the instructions.To vote by Mail1) Check the appropriate boxes on the voting instruction form below.2) Sign and date3) Return the voting instruction form in the envelope provided.
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 2, 2021 for shares held directly and by 11:59 p.m. Eastern Time on April 28, 2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN ACCORDANCE WITH THE INSTRUCTIONS OF THE UNDERSIGNED SHAREHOLDER. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1, 2 AND 3.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E38835-P01959Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting. The following materials are available at www.proxyvote.com:Notice and Proxy Statement, Annual Report on Form 10-K and 2017 Year in ReviewD35838-P48933 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. AFLAC INCORPORATED THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”"FOR" ALL DIRECTOR NOMINEES IN PROPOSAL 1 AND “FOR”"FOR" PROPOSALS 2 AND 3. The following proposals are being submitted to the Shareholders: 1. to elect as Directors of the Company the eleven nominees
named in the accompanying Proxy Statement to serve until the
next Annual Meeting and until their successors are duly elected
and qualified; Nominees: For Against Abstain 1a. Daniel P. Amos ☐ ☐ ☐ 1b. W. Paul Bowers ☐ ☐ ☐ 1c. Toshihiko Fukuzawa ☐ ☐ ☐ 1d. Thomas J. Kenny ☐ ☐ ☐ 1e. Georgette D. Kiser ☐ ☐ ☐ 1f. Karole F. Lloyd ☐ ☐ ☐ 1g. Nobuchika Mori ☐ ☐ ☐ 1h. Joseph L. Moskowitz ☐ ☐ ☐ 1i. Barbara K. Rimer, DrPH ☐ ☐ ☐ For Against Abstain 1. 1j. Katherine T. Rohrerto elect 11 Directors of the Company to serve until the next Annual Meeting and until their successors are duly elected and qualified☐ ☐ ☐ Nominees:ForAgainstAbstain1a.Daniel P. Amos£££1b.W. Paul Bowers£££1c.Toshihiko Fukuzawa£££1d.Douglas W. Johnson£££1e.Robert B. Johnson£££1f.Thomas J. Kenny£££1g.Karole F. Lloyd£££1h.Joseph L. Moskowitz£££1i.Barbara K. Rimer, DrPH£££1j.Katherine T. Rohrer£££1k. Melvin T. Stith £☐☐ ☐ ££PLEASE “X” HERE ONLY IF YOU PLAN TO ATTEND THE MEETING AND VOTE THESE SHARES IN PERSON£ForAgainstAbstain2. to consider the following non-binding advisory proposal: £☐☐ ☐ ££“"Resolved, on an advisory basis, the shareholders of Aflac Incorporated approve the compensation of the named executives,executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative ofin the Notice of 20182021 Annual Meeting of Shareholders and Proxy Statement”Statement" 3. to consider and act upon the ratification of the appointment of KPMG LLP as independent registered public accounting firm of the Company for the year ending December 31, 20182021☐ ☐ ☐ ££Signature [PLEASE SIGN WITHIN BOX] £DateSignature (Joint Owners) Date
December 31, 2020 are available at www.proxyvote.com. NOTE:Such other business as may properly come before the meetingany adjournment thereof. Please inform us if you have multiple accounts under more than one name. D35839-P48933
Worldwide Headquarters
1932 Wynnton Road, Columbus, Georgia 31999Company’sCompany's Articles of Incorporation, shares of the Company’sCompany's Common Stock, par value $.10 per share (the “Common Stock”"Common Stock") are entitled to one vote per share until they have been held by the same beneficial owner for a continuous period of greater than 48 months prior to the record date of the meeting, at which time they become entitled to 10 votes per share. Where a share is transferred to a transferee by gift, devise, or bequest, or otherwise through the laws of inheritance, descent, or distribution from the estate of the transferor, or by distribution to a beneficiary of shares held in trust for such beneficiary, the transferee is deemed to be the same beneficial owner as the transferor for purposes of determining the number of votes per share. Shares acquired as a direct result of a stock split, stock dividend, or other distribution with respect to existing shares (“("dividend shares”shares") are deemed to have been acquired and held continuously from the date on which the shares with regard to which the issued dividend shares were acquired. Shares of Common Stock acquired pursuant to the exercise of a stock option are deemed to have been acquired on the date the option was granted.“street”"street" or “nominee”"nominee" name are presumed to have been held for less than 48 months and are entitled to one vote per shareunless this presumption is rebutted by providing evidence to the contrary to the Board of Directors of the Company.Shareholders desiring to rebut this presumption should complete and execute the affidavit. The Board of Directors reserves the right to require evidence to support the affidavit.I agree to provide evidence to support this statement at the request of the Company. Shares @ 1 Vote/Share = Votes Sign here X Shares @ 10 Vote/Votes/Share= Votes X Date , 2021 Total = Votes X , 2018Total = Votes
