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Section 1: DEF 14A (UNUM DEF 14A)

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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.      )

Filed by the Registrant x                            Filed by a Party other than the Registrant ¨

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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
¨
 
Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
Unum Group
(Name of Registrant as Specified In Its Charter)
 
 
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
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TABLE OF CONTENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
We are furnishing proxy materials, including this proxy statement, in connection with the solicitation of proxies on behalf of the Board of Directors, to be voted at the 2018 Annual Meeting of Shareholders of Unum Group and at any adjournment or postponement thereof. Our proxy materials are first being mailed and made available electronically to shareholders on or about April 12, 2018.


2018 PROXY STATEMENT
3


A LETTER FROM OUR BOARD OF DIRECTORS

April 12, 2018
Dear Fellow Shareholder:
We’re pleased to report that Unum delivered record earnings in 2017, continuing our tradition of delivering strong results for our shareholders and customers. This performance translated into another profitable year for our shareholders. We saw healthy growth in our stock price, generated significant capital in our businesses and executed a robust program of returning value to our investors. As a result, our total shareholder return outpaced our peers and the broader S&P 500, not only for 2017 but over longer periods of time.
We achieved these results by remaining focused on what we do best - providing benefits that protect the livelihoods of individuals and their families. We’re an integral part of the safety net for more than 35 million people, and our disciplined approach to running our business is why people have counted on us for 170 years.
A central role of our Board is to ensure the company maintains good governance practices, and that starts with strong leadership. In 2017, we continued the orderly leadership transition begun a few years ago with the election of Kevin Kabat as our Chairman at last year’s Annual Meeting. Through this leadership transition and others in the past, Unum has always maintained a thorough approach to corporate governance that assesses risk, ensures regulatory compliance, and provides oversight of compensation, investment activity and other financial matters. We also conduct a regular outreach and engagement program that ensures we receive valuable feedback from our shareholders on a variety of topics.
Corporate sustainability is one topic that is getting more attention among investors these days, however, it's not new to us. With millions of people depending on the coverage we provide, Unum understands the importance of helping others. That philosophy permeates everything we do - from advocating for access to benefits and investing in the wellbeing of our people, to improving our local communities and minimizing the impact we have on our environment. You can learn more about our responsibility efforts on our website.
While 2017 was a banner year, we look forward with even greater confidence. The leadership positions we enjoy in our markets and the investments we’re making in our products and customer experience allow us to operate from a position of strength. We’re also poised to capitalize on what we believe are good growth opportunities for the future.
Our success as a company depends on our 10,000 employees who support our customers every day, and they deserve all our thanks for a job well done. On behalf of them, we thank you for your investment in Unum and for the trust you place in us to represent your interests as a shareholder.
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2018 PROXY STATEMENT




NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS

NOTICE OF 2018 ANNUAL MEETING OF SHAREHOLDERS
 
 
 
Voting Items
 
DATE: Thursday, May 24, 2018
 
þ
Election of Directors
p. 96
 
TIME: 10 a.m. Eastern Daylight Time
 
 
LOCATION: 1 Fountain Square,
 
þ
Advisory Vote to Approve Executive Compensation
p. 96
 
Chattanooga, TN 37402
 
 
WEBSITE: www.envisionreports.com/unm
 
þ
Ratification of Appointment of Independent Public Accounting Firm
p. 97
 
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þ
Approval of an Amended and Restated Certificate of Incorporation, Including the Elimination of Supermajority
Voting Requirements
p. 98
 
 
 
We mailed this Proxy Statement or a Notice of Internet Availability of Proxy Materials on April 12, 2018.
 
 
How to vote
 
 
Your vote is important. Please vote as soon as possible by one of the methods shown below. Be sure to have your proxy card, voting instructions form or Notice of Internet Availability in hand and follow the instructions below.
 
Attending
 
Mail
 
You will be asked to provide photo identification and appropriate proof of ownership to attend the meeting. You can find more information under "About the Annual Meeting" in the attached proxy statement.
Who can vote
Shareholders of record of the company’s common stock (NYSE: UNM) at the close of business on March 26, 2018, are entitled to vote at the meeting and any adjournments or postponements of the meeting.
 
Proxy Services, c/o Computershare Investor Services,
P.O. Box 43126, Providence, Rhode Island 02940-5138
 
Deadline: Close of business day on May 23, 2018

Telephone
1-800-652-VOTE (8683)
 
Deadline: 2:00 a.m. Eastern Daylight Time, May 24, 2018

Internet
www.envisionreports.com/unm
 
Deadline: 2:00 a.m. Eastern Daylight Time, May 24, 2018






Shareholders also will transact any other business that may properly come before the meeting.
Management will also review the company’s 2017 performance and its outlook for the future.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on May 24, 2018: The proxy statement and annual report to shareholders are available at www.envisionreports.com/unm.
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J. Paul Jullienne
Vice President, Managing Counsel and Corporate Secretary
April 12, 2018


2018 PROXY STATEMENT
5


PROXY SUMMARY

PROXY SUMMARY
This summary is intended to highlight certain key information contained in this proxy statement that we believe will assist your review of the business items to be voted on at the 2018 Annual Meeting of Shareholders of Unum Group (the "2018 Annual Meeting"). As it is only a summary, we encourage you to review the full proxy statement and our annual report on Form 10-K for the year ended December 31, 2017 (the "2017 Form 10-K") for more complete information about these topics.
Performance Highlights
Unum had a very successful year in 2017 as we delivered consistent financial and operating performance, and continued our growth trends, leading to record after-tax adjusted operating earnings per share. We maintained market-leading positions and a strong value proposition with customers and brokers, and focused on expanding our product and geographic footprint. Our disciplined business approach helped us maintain attractive profit margins and a high level of customer satisfaction. These results were despite a challenging environment, including the pressure of continued low interest rates and uncertainty in the U.K. due to Brexit.
Financial Highlights1 
Below are financial highlights from 2017.
Record earnings
 
 
Unum achieved record after-tax adjusted operating earnings, continuing our recent history of strong financial performance. For the year, we delivered strong after-tax adjusted operating income of $976.2 million, based on total revenue of $11.3 billion. Adjusted operating earnings per share (EPS) were at an all-time high of $4.29, a significant increase over the prior year and the twelfth consecutive year of after-tax adjusted operating EPS growth.
 
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Return on equity
 
 
We continued to put our shareholders' capital to good use. Consolidated adjusted operating return on equity (ROE) was 11.6%, while ROE in our core operating segments was 15.9%.
 
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Book value
 
 
Our book value per share at the end of 2017 was up 8.2% from 2016 (excluding accumulated other comprehensive income, or AOCI). It was the ninth consecutive year of shareholder equity growth.

 
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______________________ 
(1) Operating results referenced in this document are non-GAAP financial measures that exclude certain specified items. For 2017, these excluded items were net realized investment gains, loss from a guaranty fund assessment, an unclaimed death benefits reserve increase, and a net tax benefit from the impacts of U.S. Tax Reform. For reconciliations of the non-GAAP financial measures, including after-tax adjusted operating income, after-tax adjusted operating earnings per share, adjusted operating return on equity and book value per share (excluding accumulated other comprehensive income, or AOCI), to the most directly comparable GAAP measures, refer to Appendix A. Effective December 31, 2017, to more clearly differentiate between the GAAP and non-GAAP financial measures, we changed the naming convention for our non-GAAP financial measures from "operating" measures to "adjusted operating" measures, which includes a change from "after-tax operating income" to "after-tax adjusted operating income", and "operating return on equity" to "adjusted operating return on equity". The definition of these labels remains unchanged.


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2018 PROXY STATEMENT




PROXY SUMMARY

Operating Highlights
Unum delivered on our mission of supporting our customers in 2017. We paid approximately $7.1 billion in benefits to people facing illness, injury or loss of life. Satisfaction metrics measuring our interaction with customers and partners were high and generally exceeded our plan benchmarks.
We saw impressive sales and healthy premium growth throughout our core businesses, compared with 2016 results. This growth was achieved while maintaining our pricing and risk discipline, and demonstrates that our value story continues to resonate with customers.
We managed our investment portfolio well despite the continued low interest rate environment. Due to the nature of our business, we invest for the long term with an investment philosophy emphasizing sound risk management and credit quality.
Strategic Positioning
We have recently taken a number of steps to fuel our growth and position us for the future.
Acquisitions: Unum's acquisitions in 2015 and 2016 of dental providers in the U.K. and U.S. have accelerated our expansion into the dental market and have been positively received. We have also announced our intent to acquire a financial protection provider based in Poland by the end of 2018, expanding our footprint in Europe.
Growth initiatives: We have enhanced our product portfolio with the introduction of dental, vision, stop-loss and new voluntary offerings. Planned geographic expansion is also driving growth.
Business investments: Current and planned investments in technology, customer experience, business development, facilities and our people are designed to further enhance our service capabilities, identify future opportunities for growth, and attract and retain talent.
In addition, we view these key developments in the external environment as likely having a positive impact on our business.
Tax reform: We expect tax legislation enacted by the U.S. federal government in December 2017 to significantly lower our overall effective tax rate in future periods. While there are other offsets in the short-term, we expect the ongoing benefit due to the lower corporate income tax rate to free up capital to reinvest in our business and add value to shareholders.
Business confidence: As a provider of employee benefits offered through the workplace, we expect to benefit as employers gain more confidence in the economic environment, particularly in the U.S. We anticipate these positive trends will translate to greater hiring and wage growth, business investments and investments in employees.


2018 PROXY STATEMENT
7


PROXY SUMMARY

Capital Generation for Shareholders
Our strong statutory earnings result in solid capital generation, which we have deployed in a number of ways.
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In addition, our credit ratings remain high as a result of our strong balance sheet, our favorable operating results and our highly respected brand in the employee benefits market. 



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2018 PROXY STATEMENT




PROXY SUMMARY

Total Shareholder Return
Unum continues to outperform our peers and the broader S&P 500 in total shareholder return (TSR). Over the last decade, we have been an excellent long-term investment during one of the worst financial crises in memory, with a 10.8% compound annual return to shareholders during the last 10 years.
We saw our TSR grow by more than 27 percent during 2017, despite a continued low interest rate environment. This outpaced the performance of the S&P 500, our peers in the S&P Life and Health Index and the average of our Proxy Peer Group (as defined on page 53) during the same time period. Over the most recent three-, five- and 10-year periods, we exceeded the TSR performance of every index group. This strong performance is due primarily to our market-leading positions, prudent underwriting and risk management discipline, and effective capital management.
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2018 PROXY STATEMENT
9


PROXY SUMMARY

2017 Say-on-Pay Vote and Shareholder Outreach
Our 2017 shareholder advisory vote to approve executive compensation passed with 96% support. As we have done for several years, we continued our shareholder engagement through an extensive outreach effort, contacting each of our top 50 investors, representing over 70% of our outstanding shares. Additionally, during 2017, based on feedback received from shareholders in the prior year, our independent Board Chairman joined us for meetings with our largest shareholders.
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Seven investors, representing more than 36% of our outstanding shares, accepted our invitation for engagement and we met with each of them. Another six investors, representing approximately 8% of our outstanding shares, responded that a meeting was not necessary.
During the meetings, shareholders provided feedback on a variety of topics though we did not receive any suggestions for changes to our compensation programs. Overall, the shareholders we spoke with generally had favorable comments about our practices and programs including:
Our thoughtful approach to governance practices such as:
Board leadership succession planning; and
Our responsiveness to shareholder feedback, including the adoption of special meeting rights;
Clearly designed programs with an appropriate mix of compensation for executives; and
The smooth transition of management and Board leadership during 2015 and 2016.
Through these meetings, we identified opportunities for further enhancements to the disclosures in our proxy statement and discussed governance topics that some shareholders asked us to consider, including:
Adding a matrix showing key qualifications and attributes of our directors;
Eliminating supermajority voting requirements; and
Highlighting some of our work in the area of social responsibility in our proxy statement given its importance in driving retention and engagement.
In addition to our meetings with shareholders, we also met with two large proxy advisory firms to provide an update on our shareholder engagement efforts and gain further insight into their views regarding our compensation and governance practices and disclosures.
Overall, shareholders told us they appreciated the opportunity to engage in these discussions and the company’s willingness to consider their input.
 


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2018 PROXY STATEMENT




PROXY SUMMARY

Key Corporate Governance and Executive Compensation Practices
Executive Compensation Practices
Board Practices
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A pay for performance philosophy
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All directors other than the CEO are independent, including the Board Chairman
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Annual say-on-pay votes
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All Board Committees fully independent
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Programs that mitigate undue risk taking in compensation
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Commitment to diversity at the Board level and within the enterprise
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Independent compensation consultant to the Human Capital Committee
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High meeting attendance by directors (average attendance of 98% in 2017)
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Elimination of golden parachute excise tax gross-ups
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Limits on outside board and audit committee service
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Minimal perquisites
 
 
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No NEOs have employment agreements
Governance Practices
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Double-trigger provisions for severance
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Annual election of directors
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Restrictive covenants in our long-term incentive grant agreements
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Majority vote requirement for directors (in uncontested elections)
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Clawback provisions
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Proxy access bylaws
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A balance of short- and long-term incentives
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Shareholder right to call special meetings
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Robust stock ownership and retention requirements
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Annual, proactive shareholder engagement
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Relevant peer groups for benchmarking compensation
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Anti-pledging and anti-hedging policies applicable to executives and directors
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Robust individual performance assessments of executives and directors
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Annual Board, committee, and individual director evaluations
 
 
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Regular executive sessions of independent directors
 
 
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No poison pill
In addition, at the 2018 Annual Meeting, the Board is requesting that shareholders approve an amended and restated certificate of incorporation. The requested amendments to our certificate of incorporation include the elimination of supermajority voting requirements that currently require the affirmative vote of at least 80% of outstanding shares to remove a director, amend our bylaws, approve certain business combinations, or amend the supermajority voting requirements of the certificate of incorporation. For further information, please refer to Voting Item 4 on page 98.


2018 PROXY STATEMENT
11


PROXY SUMMARY

Voting Items
The following items will be voted on at the 2018 Annual Meeting:
Voting Item
Page
Board Recommends
Item 1: Election of Directors
96
FOR EACH NOMINEE
Eleven director nominees are standing for election this year, each for a one-year term expiring at the 2019 Annual Meeting and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal from office. The Board and the Governance Committee believe that each director nominee possesses the necessary skills and qualifications to provide effective oversight of the business. The director nominees are:
Theodore H. Bunting, Jr.
E. Michael Caulfield
Susan D. DeVore
Joseph J. Echevarria
Cynthia L. Egan
Kevin T. Kabat
Timothy F. Keaney
Gloria C. Larson
Richard P. McKenney
Ronald P. O’Hanley
Francis J. Shammo


Item 2: Advisory Vote to Approve Executive Compensation
96
FOR
We are seeking a non-binding advisory vote to approve the compensation of our named executive officers. We describe our compensation programs in the Compensation Discussion and Analysis section of this proxy statement. The Human Capital Committee believes these programs reward performance and align the long-term interests of management and shareholders. Although non-binding, the Human Capital Committee will take into account the outcome of the advisory vote and shareholder feedback when making future executive compensation decisions.

Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm
97
FOR
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2018, and shareholders are being asked to ratify the appointment.

Item 4: Approval of an Amended and Restated Certificate of Incorporation, Including the Elimination of Supermajority Voting Requirements
98
FOR
The Board has approved an Amended and Restated Certificate of Incorporation, and shareholders are now being asked to approve it. The amendments reflected in the Amended and Restated Certificate of Incorporation include the elimination of supermajority voting requirements and other non-material changes.



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2018 PROXY STATEMENT




CORPORATE GOVERNANCE

CORPORATE GOVERNANCE
Board Overview
The Board of Directors is elected by shareholders to oversee management and assure that the long-term interests of shareholders are being served. The Board oversees the CEO and other senior management, who are responsible for carrying out the company's day-to-day operations in a responsible and ethical manner. The Board and its committees meet regularly to review and discuss the company's strategy, business, and performance, as well as important issues that it faces. These discussions take place with management and with appropriate outside advisers who provide independent expertise, perspectives and insights. In addition, the independent members of the Board and its committees hold regular executive sessions to discuss matters free of the presence or influence of management. Board members are also kept apprised of significant developments that arise between meetings.
Board Composition and Refreshment
The Board believes that a critical component of its effectiveness in serving the long-term interests of shareholders is to ensure that its membership remains diverse, possessing a variety of backgrounds, experiences and skill sets from which to draw upon. Fresh views and ideas help the Board to maintain a broad perspective and forward-looking vision capable of anticipating and adapting to the rapid pace of change, just as experience and continuity provide necessary context and stability for important decisions. With that in mind, the Governance Committee periodically reviews the composition of the Board to assure an appropriate balance of experiences, skills, tenure and diversity. This is an ongoing, year-round process.
The Board is committed to effective board succession planning and refreshment, including having honest and difficult conversations with individual directors when necessary. These conversations may arise in connection with the Board evaluation process, succession planning or consideration of the annual slate of Board nominees. As a result of these processes, directors may decide (for personal or professional reasons) or be asked (for reasons related to their ongoing contributions to the Board) not to stand for re-election at the next Annual Meeting. It is expected that these refreshment practices will continue in the future.
Since the beginning of 2015, we have experienced a healthy level of turnover on the Board, with five new directors joining the Board and six retiring. While some companies have tenure limits on Board service, we believe our balanced approach which places a limit on age but not on tenure delivers the right mix of directors with new ideas and perspectives along with those possessing deep knowledge of the company.


2018 PROXY STATEMENT
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CORPORATE GOVERNANCE

Board Qualifications
The Board strives to maintain independence of thought and diverse professional experience among its membership. The Board and the Governance Committee look for directors who have qualifications and attributes in key areas relevant to Unum, and that align with our business strategy. The table below summarizes why these qualifications and attributes are important to Unum and how the composition of our Board, as a whole, meets these needs.
Qualifications
and Attributes
Relevance to Unum
Board Composition
Accounting/Auditing
We operate in a complex financial and regulatory environment with disclosure requirements, detailed business processes and internal controls.
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Business Operations
We have significant operations focused on customer service, claims management, sales, marketing and various back-house functions.
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Capital Management
We allocate capital in various ways to run our operations, grow our core businesses and return value to shareholders.
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Corporate Governance Leadership
As a public company, we expect effective oversight and transparency, and our stakeholders demand it.
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Financial Expertise/Literacy
Our business involves complex financial transactions and reporting requirements.
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Independence
Independent directors have no material relationships with us and are essential in providing unbiased oversight.
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Industry Experience
Experience in the insurance and financial services industry provides a relevant understanding of our business, strategy, and marketplace dynamics.
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International
With global operations in several countries and prospects for further expansion, international experience helps us understand opportunities and challenges.
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Investment Markets
We manage a large and long-term investment portfolio to uphold our promises to pay the future claims of our policyholders.
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Public Company Executive Experience
Experience leading a large, widely-held organization provides practical insights on need for transparency, accountability, and integrity.
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Recent Public Board Experience
We value individuals who understand public company reporting responsibilities and have experience with the issues commonly faced by public companies.
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Regulatory/Risk Management
A complex regulatory and risk environment requires us to develop policies and procedures that effectively manage compliance and risk.
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Technology
We rely on technology to manage customer data, deliver products and services to the market, and pay claims.
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2018 PROXY STATEMENT




CORPORATE GOVERNANCE

Board Tenure
Directors with varied tenure contribute to a range of perspectives and ensure we transition knowledge and experience from longer-serving members to those newer to our Board. We have a good mix of new and long-standing directors, with our 11 director nominees averaging 5.5 years of service on our Board as of the 2018 Annual Meeting.
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Board Diversity
Our directors represent a range of backgrounds and overall experience. More than one-third are women or represent a diverse group, which places Unum's Board among the top of our industry in gender and racial/ethnic diversity. In recent years, our Governance Committee has focused on ensuring continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals meeting the recruitment criteria. Our director nominees range from 49 to 71 years of age, with the average age being 60.4 years, as of the 2018 Annual Meeting.
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2018 PROXY STATEMENT
15


CORPORATE GOVERNANCE

Board Evaluation Process
A healthy and vigorous Board evaluation process is an essential part of good corporate governance. At Unum, this process includes annual evaluations of the Board, each committee, and individual directors.
The Governance Committee establishes and oversees the evaluation process, which focuses on identifying areas where Board, committee and director performance is most effective, as well as opportunities for further development or improvement. Each year, the Governance Committee reviews the format and effectiveness of the evaluation process in identifying actionable feedback for directors to consider, recommending changes in process as appropriate. Determining whether to engage a third-party facilitator is also part of the review.
This past year, the evaluation process was conducted in two phases. The first phase focused on the evaluation of the performance of each committee and the Board as a whole. The second phase focused on the evaluation of each director’s performance, and was led by the Chairman of the Board in advance and in anticipation of the director nomination process. This two-phased approach generates robust discussions at all levels of the Board, and has resulted in changes that have improved Board efficiency and effectiveness.
BOARD AND COMMITTEE EVALUATIONS
Evaluation Forms
ð
Board/Committee Meetings
ð
Feedback Incorporated
Each director evaluates various measures of performance for the Board and each committee on which the director serves. Topics include composition, structure and engagement.
The full Board and each committee conduct separate closed self-assessment sessions, where results from evaluations and additional feedback are discussed.
Based on evaluation results, changes are considered and implemented, as appropriate.
DIRECTOR PERFORMANCE EVALUATIONS
Peer Evaluation Guide
ð
Individual Interviews
ð
Review Meetings
A guide provided to each director in advance of
individual discussions
with the Chairman.
The Chairman conducts individual interviews to
solicit feedback from
directors on their peers.
Full Board feedback is provided to each director by the Chairman, including discussion around performance strengths and opportunities for growth.



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2018 PROXY STATEMENT




CORPORATE GOVERNANCE

Process for Selecting and Nominating Directors
Director Nominee and Selection
The Governance Committee is responsible for identifying and evaluating director candidates and recommending to the Board a slate of nominees for election at each Annual Meeting. The Committee has engaged a third-party search firm to assist with recruitment efforts. This firm identifies candidates who meet the criteria of our search, provides requested background and other relevant information regarding candidates, and coordinates arrangements for interviews as necessary. Nominees may also be suggested by directors, management, or shareholders. Ms. DeVore, who was elected to the Board in February 2018, was recommended to the Governance Committee by a third-party search firm.
Shareholders who wish to recommend director candidates for consideration by the Governance Committee must submit to the Corporate Secretary at Unum Group, 1 Fountain Square, Chattanooga, Tennessee 37402 the same information that would be required to nominate a director candidate as described on page 104 in the section titled "Shareholder proposals and nominations for our 2019 Annual Meeting." The Governance Committee’s policy is to consider candidates recommended by shareholders in the same manner as other candidates.
In addition, our bylaws permit shareholders to nominate directors for inclusion in our proxy materials or directly at an Annual Meeting in accordance with the procedures in our bylaws, as described on page 104 in the section titled "Shareholder proposals and nominations for our 2019 Annual Meeting."
Our corporate governance guidelines specify the following criteria to be used in evaluating the candidacy of a prospective nominee:
Reputation for high ethical conduct, integrity, sound judgment, and accountability;
Current knowledge and experience in one or more core competencies identified in the corporate governance guidelines;
Ability to commit sufficient time to the Board and its committees;
Collegial effectiveness; and
Diversity, whether in viewpoints, gender, ethnic background, age, professional experience or other demographics.
The core competencies sought in any particular candidate depend on the current and future needs of the Board based on an assessment of the composition of the Board and the mix of attributes and qualifications represented. In addition, the Governance Committee considers other specific qualifications that may be desired or required of nominees, including their independence and ability to satisfy specific Audit Committee or Human Capital Committee requirements. As part of the director selection and nomination process, the Governance Committee assesses the effectiveness of its Board membership criteria.
In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s interest in continuing to serve, past attendance at meetings, contributions to the Board and committees on which the director serves, the skills, experience and background that the director brings to the Board relative to the Board’s needs and existing composition, and the results of the most recent Board, committee and individual director evaluations.


2018 PROXY STATEMENT
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CORPORATE GOVERNANCE

Annual Election of Directors
Directors are elected each year at the Annual Meeting, to hold office until the next Annual Meeting and until their successors are elected, or until their earlier death, resignation, disqualification, or removal from office. Other than requiring retirement from the Board at the next Annual Meeting after a director reaches the age of 72, there are no term limits. However, the Governance Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.
Majority Voting Standard
Our bylaws provide that, in an election of directors where the number of nominees does not exceed the number of directors to be elected (an "uncontested election"), each nominee must receive a majority of the votes cast with respect to that nominee to be elected as a director (i.e., the number of shares voted "for" a nominee must exceed the number voted "against" that nominee). If an incumbent director is not re-elected under this majority voting standard, the director must submit an irrevocable letter of resignation to the Board, which will become effective upon acceptance by the Board. The Governance Committee will make a recommendation to the Board on whether to accept or reject the resignation, or whether other action should be taken. If the director submitting the resignation is a member of the Governance Committee, that director will not participate in the Governance Committee’s recommendation to the Board. The Board will act on the Governance Committee’s recommendation and publicly disclose its decision and rationale within 90 days from the date of the certification of the election results.




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2018 PROXY STATEMENT




INFORMATION ABOUT THE BOARD OF DIRECTORS

INFORMATION ABOUT THE BOARD OF DIRECTORS
Below are brief biographies for each of our current directors and descriptions of the directors’ key qualifications, skills, and experiences that contribute to the Board’s effectiveness as a whole.
Director Nominees
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Director since 2013
Age at Annual Meeting 59

Independent Director

Committees
Audit
Human Capital
 
Theodore H. Bunting, Jr.
 
 
 
 
 
 
 
Mr. Bunting retired as the Group President, Utility Operations of Entergy Corporation, an integrated energy company, and previously served as Senior Vice President and Chief Accounting Officer for Entergy. He has extensive financial, accounting and operational experience as a senior executive with a public company in a regulated industry. Mr. Bunting has been a director at another publicly traded company, is an audit committee financial expert under SEC regulations, and is also a certified public accountant.
 
Career Experience
 
Qualifications
 
Entergy Corporation
Group President, Utility Operations (2012-2017)
Senior Vice President and Chief Accounting Officer (2007-2012)
Numerous executive roles with Entergy, which he joined in 1983

Public Company Board Experience
 
Imation Corp. (2012-2014)
 
Accounting/Auditing
Business Operations
Capital Management
Financial Expertise/Literacy
Other Public Company Board Experience
Public Company Executive Experience
Regulatory/Risk Management
392998699_caulfield.jpg

Director since 2007
(also 2004-2005)
Age at Annual Meeting 71

Independent Director

Committees
Audit (chair)
Risk and Finance
 
E. Michael Caulfield
 
 
 
 
 
 
 
Mr. Caulfield retired as the President of Mercer Human Resources Consulting, prior to which he held numerous executive positions at Prudential Insurance Company. He brings to the Board senior leadership experience in finance, investments and executive management in both the insurance and broader financial services industry. He serves as our Audit Committee chairman and is an audit committee financial expert under SEC regulations.
 
Career Experience
 
Qualifications
 
Mercer Human Resource Consulting
President (2005-2006)
Chief Operating Officer (2005)
Prudential Insurance Company
Executive Vice President, Financial Management
CEO of Prudential Investments
President of Prudential Preferred Financial Services and Prudential Property and Casualty Company
 
Accounting/Auditing
Business Operations
Capital Management
Corporate Governance Leadership
Financial Expertise/Literacy
Industry Experience
International
Investment Markets
Public Company Executive Experience
Regulatory/Risk Management


2018 PROXY STATEMENT
19


INFORMATION ABOUT THE BOARD OF DIRECTORS

392998699_susandevore.jpg

Director since 2018
Age at Annual Meeting 59

Independent Director

Committee
Audit
 
Susan D. DeVore
 
 
 
 
 
 
 
Ms. DeVore has served as the President and Chief Executive Officer of Premier, Inc., a leading health care improvement company, since its initial public offering in 2013, and before that served in the same capacity for its predecessor company, Premier Healthcare Solutions, Inc. She also previously served as the Chief Operating Officer for a number of affiliated Premier entities. Prior to joining Premier, Ms. DeVore had two decades of finance, strategy and healthcare consulting experience. She also qualifies as an audit committee financial expert under SEC regulations.
 
Career Experience
 
Qualifications
 
Premier, Inc.
President and CEO (since 2013)
Premier Healthcare Solutions, Inc.
President and CEO (2009-2013)
COO (2006-2009)
Significant consulting experience with Ernst & Young LLP, including service as a Partner, Executive Committee member and Senior Healthcare Industry Management Practice Leader

Public Company Board Experience
 
Premier, Inc., since 2013

 
Accounting/Auditing
Business Operations
Capital Management
Corporate Governance Leadership
Financial Expertise/Literacy
Industry Experience
International
Other Public Company Board Experience
Public Company Executive Experience
Regulatory/Risk Management
Technology
392998699_echevarriaa02.jpg

Director since 2016
Age at Annual Meeting 61

Independent Director

Committees
Governance
Risk and Finance
 
Joseph J. Echevarria
 
 
 
 
 
 
 
Mr. Echevarria retired as the Chief Executive Officer of Deloitte LLP, a global provider of professional services, prior to which he served in increasingly senior leadership positions with Deloitte. He brings to the Board significant experience in finance, accounting, global operations, executive management and corporate governance. Mr. Echevarria has experience as a director at other publicly traded companies, and is a certified public accountant and an audit committee financial expert under SEC regulations.
 
Career Experience
 
Qualifications
 
Deloitte LLP
CEO (2011-2014)
Various executive positions during his 36 years with the company
My Brother's Keeper Alliance
Chair Emeritus
President's Export Council
Private sector member

Public Company Board Experience
 
Xerox, since 2007
Bank of New York Mellon Corporation, since 2015 (Lead Independent Director since 2016)
Pfizer, since 2015
 
Accounting/Auditing
Business Operations
Capital Management
Corporate Governance Leadership
Financial Expertise/Literacy
Industry Experience
International
Other Public Company Board Experience
Regulatory/Risk Management


20
2018 PROXY STATEMENT




INFORMATION ABOUT THE BOARD OF DIRECTORS

392998699_egana02.jpg

Director since 2014
Age at Annual Meeting 62

Independent Director

Committees
Human Capital (chair)
Regulatory Compliance
 
Cynthia L. Egan
 
 
 
 
 
 
 
Ms. Egan retired as the President of T. Rowe Price Retirement Plan Services, Inc., a subsidiary of the global investment management firm T. Rowe Price Group, Inc. Prior to her work at T. Rowe Price, she held various executive positions at Fidelity Investments. She has significant operational experience in delivering complex financial products and services on a large scale, as well as experience in using technology to lead businesses through growth and operational transitions. Ms. Egan is and has been a director at other publicly traded companies.
 
Career Experience
 
Public Company Board Experience
 
U.S. Department of the Treasury
Senior Advisor on the development of a Treasury-sponsored retirement savings program (2014-2015)
T. Rowe Price Retirement Plan Services, Inc.
President (2007-2012)
Fidelity Investments
Various leadership and executive positions, including President of the Fidelity Charitable Gift Fund (1989-2007)
 
BlackRock Closed-End Funds, since 2016
The Hanover Insurance Group, Inc.,
since 2015
Envestnet, Inc. (2013-2016)

Qualifications
 
Business Operations
Corporate Governance Leadership
Financial Expertise/Literacy
Industry Experience
Investment Markets
Other Public Company Board Experience
Public Company Executive Experience
Regulatory/Risk Management
Technology
392998699_kabata02.jpg

Director since 2008
Age at Annual Meeting 61

Independent Director

Chairman of the Board of Directors

Committees
Governance (chair)
Human Capital

 
Kevin T. Kabat
 
 
 
 
 
 
 
Mr. Kabat is the Chairman of Unum’s Board of Directors, and the retired Chief Executive Officer and Vice Chairman of Fifth Third Bancorp, a diversified financial services company. He also served in numerous executive positions with Fifth Third. He has executive leadership experience, extensive financial, operating and strategic planning expertise and understands the importance of risk management and the challenges of managing a business in a highly regulated industry. Mr. Kabat also has experience serving on boards of publicly traded companies.

 
Career Experience
 
Qualifications
 
Fifth Third Bancorp
CEO (2007-2015)
President (2006-2012)
Other executive roles, including with predecessor companies

Public Company Board Experience
 
E*TRADE Financial Corporation, since 2016
NiSource Inc., since 2015 (Vice Chairman since 2018)
Fifth Third Bancorp (2007-2016, including Executive Chairman from 2008-2010 and Executive Vice Chairman from 2012-2016)
 
Business Operations
Capital Management
Corporate Governance Leadership
Financial Expertise/Literacy
Industry Experience
Other Public Company Board Experience
Public Company Executive Experience
Regulatory/Risk Management



2018 PROXY STATEMENT
21


INFORMATION ABOUT THE BOARD OF DIRECTORS

392998699_keaneya04.jpg

Director since 2012
Age at Annual Meeting 56

Independent Director

Committees
Risk and Finance (chair)
Audit
 
Timothy F. Keaney
 
 
 
 
 
 
 
Mr. Keaney retired as the Vice Chairman of the Bank of New York Mellon Corporation (BNY Mellon), a global investments company, prior to which he held various executive positions within the organization. He possesses significant operational, investment and financial experience with a public company in a highly regulated industry, including lengthy periods of executive leadership service in the U.K. Mr. Keaney is considered an Audit Committee Financial Expert under SEC regulations.
 
Career Experience
 
Qualifications
 
The Bank of New York Mellon Corporation
Vice Chairman (2010-2014)
CEO, Investment Services (2013-2014)
CEO and co-CEO, Asset Servicing (2007-2012)
Other executive roles

 
Accounting/Auditing
Business Operations
Capital Management
Corporate Governance Leadership
Financial Expertise/Literacy
Industry Experience
International
Investment Markets
Public Company Executive Experience
Regulatory/Risk Management
392998699_larson.jpg

Director since 2004
Age at Annual Meeting 68

Independent Director

Committees
Regulatory Compliance (chair)
Governance
 
Gloria C. Larson
 
 
 
 
 
 
 
Ms. Larson is the President of Bentley University, one of the leading business schools in the U.S. Prior to her tenure at Bentley, she held numerous leadership positions in the legal, public policy and business fields. She possesses extensive experience in public service and regulatory issues, corporate governance and advising clients in the course of practicing law. Ms. Larson also has experience serving on boards of publicly traded companies.
 
Career Experience
 
Public Company Board Experience
 
Bentley University
President (since 2007)
Foley Hoag LLP
Law firm partner and Co-Chair of Governmental Practices Group
Other leadership positions with the Commonwealth of Massachusetts (Secretary of Economic Affairs) and the Federal Trade Commission (Deputy Director of Consumer Protection)


 
Boston Private Financial Holdings, Inc., since 2015

Qualifications
 
Corporate Governance Leadership
Financial Expertise/Literacy
Other Public Company Board Experience
Regulatory/Risk Management


22
2018 PROXY STATEMENT




INFORMATION ABOUT THE BOARD OF DIRECTORS

392998699_mckenney.jpg

Director since 2015
Age at Annual Meeting 49

Director

President and CEO
 
Richard P. McKenney
 
 
 
 
 
 
 
Mr. McKenney is the President and Chief Executive Officer of Unum, previously having served as Executive Vice President and Chief Financial Officer. He has significant executive management, financial and insurance industry experience through his prior service as CFO of Unum and other public insurance companies, and through his current service as CEO. He has an intimate knowledge of all aspects of our business and industry, including operational, risk management and public policy, and close working relationships with senior management. Mr. McKenney also has experience serving on boards of publicly traded companies.
 
Career Experience
 
Qualifications
 
Unum
President and CEO (since 2015)
Chief Financial Officer (2009-2015)
Sun Life Financial, Inc. 
Executive Vice President and Chief Financial Officer

Public Company Board Experience
 
U.S. Bancorp, since 2017
 
Accounting/Auditing
Business Operations
Capital Management
Corporate Governance Leadership
Financial Expertise/Literacy
Industry Experience
International
Other Public Company Board Experience
Public Company Executive Experience
Regulatory/Risk Management
392998699_ohanleya02.jpg

Director since 2015
Age at Annual Meeting 61

Independent Director

Committees
Human Capital
Risk and Finance
 
Ronald P. O'Hanley
 
 
 
 
 
 
 
Mr. O’Hanley is the President and Chief Operating Officer of State Street Corporation, a provider of financial services to institutional investors worldwide, having previously served as the President and Chief Executive Officer of State Street Global Advisors, the investment management arm of State Street Corporation. He has deep executive management and operational experience within the financial services industry, both domestically and internationally, as well as experience leading investment, financial and risk functions at large, global organizations.
 
Career Experience
 
Qualifications
 
State Street Corporation
President and COO (since 2017)
Vice Chairman (during 2017)
President and CEO, State Street Global Advisors (2015-2017)
Fidelity Investments
President of Asset Management and Corporate Services, and member of Executive Committee (2010-2014)
Other senior leadership positions with The Bank of New York Mellon Corporation and McKinsey & Company, Inc.
 
Accounting/Auditing
Business Operations
Capital Management
Corporate Governance Leadership
Financial Expertise/Literacy
Industry Experience
International
Investment Markets
Public Company Executive Experience
Regulatory/Risk Management


2018 PROXY STATEMENT
23


INFORMATION ABOUT THE BOARD OF DIRECTORS

392998699_shammoa02.jpg

Director since 2015
Age at Annual Meeting 57

Independent Director

Committees
Audit
Regulatory Compliance
 
Francis J. Shammo
 
 
 
 
 
 
 
Mr. Shammo retired as the Executive Vice President and Chief Financial Officer of Verizon Communications, Inc., a leading communications provider, prior to which he held increasingly senior leadership positions within the organization. He has significant executive management, financial, operational and risk management experience in the technology-heavy telecommunications industry, and has led business units with responsibility for sales, marketing and customer service for customers worldwide. He is also a certified public accountant and qualifies as an audit committee financial expert under SEC regulations.
 
Career Experience
 
Qualifications
 
Verizon Communications, Inc.
EVP and CFO (2010-2016)
President and CEO, Verizon Telecom and Business (2010)
President – Wireline (2009-2010)
Other executive positions with Verizon and its predecessor, which he joined in 1989


 
Accounting/Auditing
Business Operations
Capital Management
Financial Expertise/Literacy
International
Public Company Executive Experience
Regulatory/Risk Management
Technology


Additional Current Director - Retiring at the Annual Meeting
392998699_godwina02.jpg

Director since 2004
Age at Annual Meeting 69

Independent Director

Committees
Governance
Regulatory Compliance
 
Pamela H. Godwin
 
 
 
 
 
 
 
Ms. Godwin is President of Change Partners, Inc., a consulting firm specializing in organizational change and growth initiatives. She has executive management and operating experience, and risk assessment skills, from her extensive career in the insurance industry. Ms. Godwin also served as a director of the Federal Home Loan Bank of Pittsburgh from January 2013 through December 2017.
 
Career Experience
 
Public Company Board Experience
 
Change Partners, Inc.
President (since 2001)
Various executive positions at GMAC Insurance, Advanta, Academy Insurance Group (a unit of Providian Corporation), and Colonial Penn Group, Inc.
 
Federal Home Loan Bank of Pittsburgh
(2013-2017)

Qualifications

Business Operations
Financial Expertise/Literacy
Industry Experience
Regulatory/Risk Management


24
2018 PROXY STATEMENT




INFORMATION ABOUT THE BOARD OF DIRECTORS

Summary of Director Qualifications and Experience
This table provides a summary view of the qualifications and attributes of each director nominee.
392998699_directormatrix2018.jpg
*Tenure and age calculated as of the 2018 Annual Meeting


2018 PROXY STATEMENT
25


INFORMATION ABOUT THE BOARD OF DIRECTORS

Director Independence
Our corporate governance guidelines provide that a substantial majority of the Board will be independent. For a director to be considered independent, the Board must determine that the director has no material relationship with our company, and the director must meet the requirements for independence under the listing standards of the New York Stock Exchange (NYSE). The Board has also determined that certain categories of relationships are not considered to be material relationships that would impair a director’s independence. These independence standards are listed in our corporate governance guidelines.
The Governance Committee reviews information about the directors’ relationships and affiliations that might affect their independence and makes recommendations to the Board as to the independence of the directors. In making independence determinations, the Board considers all relevant facts and circumstances. In this regard, the Board considered that each of the non-employee directors (other than Mr. Keaney), or one of their immediate family members, is or was during the last three fiscal years a director, trustee, advisor, or executive or served in a similar position at another business that had dealings with our company during those years. In each case, these have been ordinary course dealings (business where the other business obtains insurance policies from us or we receive interest on debt security investments or make payments for trustee, depository and commercial banking business relationships) involving amounts less than 1% of both our and the other business’ total consolidated revenues for such fiscal year or in which the director's only interest arose only from his or her position as a director of the other business. In addition, each of Mses. DeVore and Larson, or one their immediate family members, is or was during the last three fiscal years, a director, executive, or employee of a charitable organization or university that received contributions from us (other than non-discretionary matching contributions) of less than $120,000 in any one fiscal year.
Based on a review of the findings and recommendations of the Governance Committee and applying the standards described above, the Board has determined that each of Messrs. Bunting, Caulfield, Echevarria, Kabat, Keaney, O’Hanley and Shammo and Mses. DeVore, Egan, Godwin and Larson is (as well as Mr. Muhl who retired in 2017, was during his tenure) an independent director.
Mr. McKenney, our President and CEO, is not an independent director.
Director Compensation
The Human Capital Committee (the "Committee") reviews our non-employee director compensation annually and makes recommendations to the Board as appropriate.
Benchmarking
With the assistance of its independent third-party compensation consultant, Pay Governance LLC, the Committee reviews peer group data to understand market practices for director compensation.
Our non-employee director compensation is compared to that of companies in two peer groups: (1) the Proxy Peer Group described beginning on page 53 of this proxy statement; and (2) a general industry peer group, which consisted of 140 companies for the review completed in December 2017. The Committee believes the companies in the general industry peer group provide appropriate comparisons given that their market capitalizations and revenues are well aligned with those of the company (data below as of December 2016):
Market capitalizations ranging from $5.5 billion at the 25th percentile to $15 billion at the 75th percentile (compared to Unum market capitalization of $10.2 billion); and


26
2018 PROXY STATEMENT




INFORMATION ABOUT THE BOARD OF DIRECTORS

Revenues ranging from $4 billion at the 25th percentile to $11 billion at the 75th percentile (compared to Unum revenues of $11 billion).
The use of two peer groups provides an indication of director pay levels both within the insurance industry as well as the broader market. The Committee uses the approximate median of these peer groups as a reference point for setting director compensation.
The Committee’s consultant provided its annual analysis of non-employee director compensation at the December 2017 Committee meeting. Given the competitive positioning of the Board's annual cash retainer and equity grant relative to peers, no increase was recommended. However, the consultant advised that the committee chair retainers were below the Proxy Peer Group median. After discussion, the Committee approved increases to chair retainers to be effective in May 2018, as outlined in the table below.
Elements of Non-Employee Director Compensation in 2017
Non-employee directors receive cash retainers and equity awards as outlined in the following table:
NON-EMPLOYEE DIRECTOR COMPENSATION
 
 
 
2018 Pay
2017 Pay
All Directors:
 
 
Annual cash retainer
$110,000
$110,000
Annual restricted stock unit award
150,000

150,000

Committee Chairs:
 
 
Additional annual cash retainer - Audit Committee
25,000

22,500

Additional annual cash retainer - Human Capital Committee
20,000

17,500

Additional annual cash retainer - Risk and Finance Committee
20,000

10,000

Additional annual cash retainer - Governance Committee
15,000

10,000

Additional annual cash retainer - Regulatory Compliance Committee
15,000

10,000

Board Chairman:
 
 
Additional annual cash retainer (paid in quarterly installments)
200,000

200,000

For new Board members, these amounts are prorated for partial-year service based on the date of election to the Board. Amounts may be deferred at the election of each director for payment in company common stock at a future date. Directors deferring cash compensation receive a number of deferred share rights equal to the number of whole shares of common stock that could be purchased for the deferred amount, based on the closing price of a share of common stock on the date the cash compensation would otherwise be payable.
Directors’ expenses of attending Board and committee meetings, or other meetings relating to company business, are paid by the company. Directors are eligible to participate in our employee matching gifts program. Under this program, we match up to $10,000 each year for eligible gifts to non-profit organizations.
Mr. McKenney is employed by the company and receives no additional compensation for his Board service.


2018 PROXY STATEMENT
27


INFORMATION ABOUT THE BOARD OF DIRECTORS

2017 Compensation
Our Board compensation year starts at the Annual Meeting each year and runs to the next Annual Meeting. The annual Board and committee chair cash retainers and restricted stock unit award are paid/granted annually in advance. The additional cash retainer for the Board Chairman is paid quarterly in advance. The following table provides details of the compensation of each person who served as a non-employee director during 2017. Ms. DeVore did not join the Board until February 2018 and therefore did not receive any compensation during 2017. Mr. Kabat was elected as the Chairman of the Board in May following the 2017 Annual Meeting. In addition, Mr. Kabat served as the chair of the Human Capital Committee until August 2017 and was elected as the chair of the Governance Committee in September 2017. Therefore, his compensation reflects the prorated cash retainer for service as Board Chairman as well as the prorated cash retainers for service as chair of the Human Capital Committee and the Governance Committee. Ms. Egan was elected as the chair for the Human Capital Committee in August 2017 and her compensation reflects a prorated committee chair retainer.
NON-EMPLOYEE DIRECTOR COMPENSATION
Name
Fees Earned
or Paid in Cash(1)
Stock
Awards(2)
All Other
Compensation(3)
Total
Theodore H. Bunting, Jr.
$110,000
$150,002

$260,002
E. Michael Caulfield
132,500

150,002

10,000

292,502

Joseph J. Echevarria
109,959

150,002


259,961

Cynthia L. Egan
123,354

150,002

10,000

283,356

Pamela H. Godwin
120,000

150,002


270,002

Kevin T. Kabat
260,647

150,002


410,649

Timothy F. Keaney
120,000

150,002


270,002

Gloria C. Larson
119,992

150,002

10,000

279,994

Edward J. Muhl


5,000

5,000

Ronald P. O'Hanley
109,959

150,002

10,000

269,961

Francis J. Shammo
110,000

150,002


260,002

Thomas R. Watjen
80,000


5,000

85,000

(1)
Amounts represent retainers, including for service as Board Chairman and committee chairs, which were paid in 2017, either in cash or deferred shares, for 2017/2018 Board service. Messrs. Echevarria and O'Hanley and Ms. Larson each elected to defer their cash retainers, which were converted to deferred share rights with the value reflected in the table.
(2)
On May 25, 2017, each then serving non-employee director was granted 3,304 restricted stock units (RSUs) under our Stock Incentive Plan of 2017. The amounts shown are the grant date fair market values of these units. Messrs. Muhl and Watjen retired from the Board at the 2017 Annual Meeting and did not receive a grant of RSUs for the 2017/2018 Board year.
We account for stock-based payments under the requirements of Accounting Standards Codification Topic 718 Compensation Stock Compensation (ASC 718). A complete discussion of the assumptions made as well as the financial impact of this type of compensation can be found in Notes 1 and 11 of the Consolidated Financial Statements in Part II, Item 8 of our Form 10-K for the year ending December 31, 2017.


28
2018 PROXY STATEMENT




INFORMATION ABOUT THE BOARD OF DIRECTORS

The following table provides details of the unvested RSUs, including dividend equivalent units, held by each non-employee director as of December 31, 2017.
Director Name
Number of Unvested
Restricted Stock Units at Fiscal Year End
 
Director Name
Number of Unvested
Restricted Stock Units at Fiscal Year End
Theodore H. Bunting, Jr.
3,334
 
Kevin T. Kabat
3,334
E. Michael Caulfield
3,334
 
Timothy F. Keaney
3,334
Joseph J. Echevarria
3,334
 
Gloria C. Larson
3,334
Cynthia L. Egan
3,334
 
Ronald P. O'Hanley
3,334
Pamela H. Godwin
3,334
 
Francis J. Shammo
3,334
(3)
With the exception of Messrs. Muhl and Watjen, who both retired from the company in 2017, the amounts shown represent the company’s matching gifts resulting from the directors’ charitable gifts. For Messrs. Muhl and Watjen, in recognition of their respective retirements from the Board, the company made a $5,000 charitable contribution on behalf of each director.
Director Stock Ownership and Retention Requirements
Each non-employee director is required to own Unum equity securities with an aggregate value of five times the director’s annual cash retainer (for a total current retention requirement of $550,000). New directors have five years from the date of their election to meet the ownership requirement.
In addition, each non-employee director is required to retain 60% of Unum equity securities received as a result of director compensation for at least one year from the time they vest, and to retain at least the amount of equity securities necessary to meet his or her ownership requirement until retirement from the Board.
The Committee annually reviews each director’s stock ownership level. If a director does not reach his or her ownership requirement within the time period provided, the Committee will determine whether action is appropriate. As of December 31, 2017, all of the non-employee directors serving on the Board at that time had met the ownership requirement.



2018 PROXY STATEMENT
29


BOARD AND COMMITTEE GOVERNANCE

BOARD AND COMMITTEE GOVERNANCE
Corporate Governance Guidelines
The Board of Directors has adopted corporate governance guidelines on a number of significant matters, including director selection and independence, director responsibilities, Board leadership, and management succession. The corporate governance guidelines are available on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com. The Governance Committee regularly reviews developments in corporate governance and recommends updates to the corporate governance guidelines and other documents as necessary or appropriate in response to regulatory requirements and evolving practices.
As a reflection of the Board's continuing commitment to strong governance practices, shareholders are being asked to approve an Amended and Restated Certificate of Incorporation at the 2018 Annual Meeting, which includes amendments to eliminate supermajority voting requirements and other non-material changes. For further information please refer to Voting Item 4 on page 98.
Board Leadership Structure
Kevin T. Kabat serves as non-executive Chairman of the Board and Richard P. McKenney serves as President and CEO of the Company. Following a deliberate and transparent succession process, members of the Board elected Mr. Kabat to this position effective upon the retirement of its former Chairman at the 2017 Annual Meeting.
As the non-executive Chairman, Mr. Kabat is also deemed the Lead Independent Director and, as such, has the responsibilities outlined in our corporate governance guidelines, including:
Presiding at all meetings of the Board, including executive sessions of the non-management and independent directors;
Communicating actions/issues arising from executive sessions to the CEO, as appropriate;
Authority to call meetings of the independent directors;
Authority to approve meeting schedules, agendas and information provided to the Board;
Advising the Board on Board development, including Board and committee leadership succession planning;
Unless otherwise determined by the Board, meeting with each director to evaluate the Board and committees and reporting this evaluation to the Governance Committee;
When requested by the independent directors, hiring advisors to the independent directors, to be paid by the company;
Receiving, through the Corporate Secretary, communications from shareholders seeking to communicate with the Board;
Serving as a liaison to the independent directors; and
If requested by major shareholders, ensuring that he is available for consultation and direct communication.
The Board believes the current leadership structure provides significant independent oversight of management, as Mr. McKenney (our CEO and an employee of the company) is the only member of the Board


30
2018 PROXY STATEMENT




BOARD AND COMMITTEE GOVERNANCE

who is not an independent director. The Board holds executive sessions, without management present, at each regularly scheduled in-person Board meeting. In 2017, the independent directors met alone in executive session five times, and each session was chaired by Mr. Kabat.
Our bylaws and corporate governance guidelines allow the offices of Chairman and CEO to be filled by the same or different individuals. This allows the Board flexibility to select the appropriate leadership for our company based on a number of factors, including the specific needs of the business and what best serves the company and shareholders at a given time. The independent directors of the Board will continue to review the Board’s leadership structure periodically and may modify this structure from time to time as they determine appropriate and in the best interests of the company and shareholders.
Board Meetings and Attendance
The Board of Directors met six times during 2017. Depending upon committee assignments, a director generally would have had 17 to 22 meetings to attend in 2017. Average director attendance at Board and committee meetings was 98%, and each incumbent director attended at least 89% of the total number of meetings of the Board and committees on which he or she served during the period of the director’s service in 2017.
Directors are expected to attend Annual Meetings. All current directors serving on the Board at the time of the 2017 Annual Meeting attended that meeting.


2018 PROXY STATEMENT
31


BOARD AND COMMITTEE GOVERNANCE

Committees of the Board
The Board of Directors has five standing committees: Audit, Risk and Finance, Governance, Human Capital, and Regulatory Compliance. Each committee has a charter that is available on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com. In addition to the duties contained in their respective charters, each committee may be assigned additional tasks by the Board, and each is charged with reporting its activities to the Board.
BOARD MEMBERS AND COMMITTEES
Name
Term
Expires
Audit
Risk &
Finance
Governance
Human
Capital
Regulatory
Compliance
Theodore H. Bunting, Jr.
2018
 
 
 
E. Michael Caulfield
2018
Chair
 
 
 
Susan D. DeVore(1)
2018
 
 
 
 
Joseph J. Echevarria(2)
2018
 
 
 
Cynthia L. Egan(3)
2018
 
 
 
Chair
Pamela H. Godwin(4)(5)
2018
 
 
 
Kevin T. Kabat(6)
2018
 
 
Chair
 
Timothy F. Keaney
2018
Chair
 
 
 
Gloria C. Larson
2018
 
 
 
Chair
Richard P. McKenney
2018
 
 
 
 
 
Ronald P. O'Hanley
2018
 
 
 
Francis J. Shammo
2018
 
 
 
2017 Committee Meetings 
 
10
6
6
7
5
(1)
Ms. DeVore joined the Board effective February 22, 2018.
(2)
Mr. Echevarria rotated from the Audit Committee to the Risk & Finance Committee in May 2017.
(3)
Ms. Egan was named the Chair of the Human Capital Committee in August 2017.
(4)
Ms. Godwin rotated from the Risk & Finance Committee to the Regulatory Compliance Committee in May 2017.
(5)
As noted on page 24, Ms. Godwin will not stand for re-election at the 2018 Annual Meeting.
(6)
Mr. Kabat was named Chairman of the Board in May 2017 and the Chair of the Governance Committee in September 2017.
Audit Committee
The Audit Committee assists the Board in oversight of financial statement and disclosure matters, the effectiveness of internal control over financial reporting, the relationship with our independent auditor, the internal audit function, compliance with legal and regulatory requirements, and financial risk. The Audit Committee has the sole authority to appoint, oversee and, if necessary, replace the company’s independent auditors. A more complete description of the responsibilities of the Audit Committee is included in the Report of the Audit Committee beginning on page 41.


32
2018 PROXY STATEMENT




BOARD AND COMMITTEE GOVERNANCE

All members of the Audit Committee meet the independence requirements of the SEC and the NYSE for audit committee members and our corporate governance guidelines. The Board has further determined that all five members of the Audit Committee, Theodore H. Bunting, Jr., E. Michael Caulfield, Susan D. DeVore, Timothy F. Keaney, and Francis J. Shammo, are "audit committee financial experts" under SEC regulations, and are "financially literate" as required by the NYSE.
Governance Committee
The Governance Committee assists the Board in implementation and oversight of our corporate governance policies. Among other responsibilities, the Governance Committee:
Identifies qualified candidates for the Board, consistent with criteria approved by the Board, and recommends the individuals to be nominated by the Board for election as directors;
Develops and recommends to the Board our corporate governance guidelines;
Oversees the process for Board and committee evaluations; and
Advises the Board on corporate governance matters, including with respect to the size, composition, operations, leadership, succession plans and the needs of the Board and its committees.
All members of the Governance Committee meet the independence requirements of the NYSE and our corporate governance guidelines.
Human Capital Committee
The Human Capital Committee assists the Board in oversight of our compensation and benefit programs and related risks to support business plans, attract and retain key executives and tie compensation to performance. Among other responsibilities, the Human Capital Committee:
Establishes our general compensation philosophy, principles and practices;
Takes into consideration the results of the company’s most recent say-on-pay vote;
Evaluates and approves compensation and benefit plans;
Annually reviews performance and approves compensation of the CEO and other executive officers;
Reviews and recommends to the Board the form and amount of director compensation; and
Reviews the Compensation Discussion and Analysis and related disclosures in our proxy statements.
All members of the Human Capital Committee meet the independence requirements of the NYSE for directors and compensation committee members and our corporate governance guidelines and are "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934 and "outside directors" for purposes of Section 162(m) of the Internal Revenue Code.
Regulatory Compliance Committee
The Regulatory Compliance Committee assists the Board in its oversight of regulatory, compliance, policy and legal matters and related risks and compliance with laws and regulations. Among other responsibilities, the Regulatory Compliance Committee:
Monitors the effectiveness of our compliance efforts concerning applicable regulatory and legal requirements and internal policy;


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Reviews and discusses with management any communication to or from regulators or governmental agencies and any complaints, reports and legal matters that raise significant issues regarding our compliance with applicable laws or regulations; and
Monitors the investigation and resolution of any significant instances of noncompliance or potential compliance violations.
All members of the Regulatory Compliance Committee meet the independence requirements of our corporate governance guidelines.
Risk and Finance Committee
The Risk and Finance Committee assists the Board in oversight of our investments, capital and financing plans and activities, including dividends and borrowings, and related financial matters and the associated risks. It also oversees our enterprise risk management activities and other risks not specifically allocated to another committee. Among other responsibilities, the Risk and Finance Committee:
Monitors, evaluates and recommends to the Board capital and financing plans, activities, requirements and opportunities;
Oversees implementation of and compliance with investment strategies, guidelines and policies;
Authorizes loans and investments of the company;
Reviews, assesses and reports on the impact of various finance activities on our debt ratings; and
Monitors, evaluates and makes recommendations regarding matters pertaining to our Closed Block segment, including the long-term care business, that could have a meaningful impact upon any of the matters for which the Risk and Finance Committee has oversight responsibility.
All members of the Risk and Finance Committee meet the independence requirements of our corporate governance guidelines.
Limits on Board and Audit Committee Service
While we recognize that Board members benefit from service on the boards of other companies and such service is encouraged, the Board believes it is critical that directors be able to dedicate sufficient time to their service on our Board. To that end, no director may serve on more than three public company boards in addition to our Board, or on more than two audit committees of public companies in addition to our Audit Committee.
The Board’s Role in Risk Oversight
The Board has an active role, as a whole and also at the committee level, in overseeing management of the company’s risks. The Board is responsible for managing strategic risk, and it regularly reviews information regarding our capital, liquidity and operations, as well as the risks associated with each. The Risk and Finance Committee is responsible for oversight of the company’s enterprise risk management program and receives a report on these activities at least quarterly. The Risk and Finance Committee is also responsible for overseeing risks associated with investments and related financial matters, including those pertaining to our Closed Block segment, and any other risks not specifically allocated to another committee for oversight. The Audit Committee is responsible for oversight of financial risk and continues to fulfill its NYSE-mandated responsibility to discuss guidelines and policies with respect to the process by which the company undertakes risk assessment and risk management. The Audit Committee and Risk and Finance Committee also meet jointly as


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appropriate to oversee certain risks for which they have overlapping responsibility, including operational risks relating to data privacy, cybersecurity and business continuity. The Human Capital Committee is responsible for overseeing the management of risks relating to our compensation plans and programs and, as more fully described below, receives an annual report from the company’s chief risk officer with respect to these risks. The Regulatory Compliance Committee oversees management of risks related to regulatory, compliance, policy and legal matters, both current and emerging and whether of a local, state, federal or international nature. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks in addition to the risk information it receives directly.
Compensation Risk
Each year, the company’s chief risk officer, in consultation with the Human Capital Committee, undertakes a risk assessment of our compensation programs and practices. This year’s process included the following steps:
Review of the overall design and philosophy of the incentive compensation programs.
Review and assessment of the 2017 annual incentive program and long-term incentive program performance measures for alignment between actual results and achievement payout levels.
Identification of fundamental principles to test, including the SEC’s non-exclusive list of situations where compensation programs may have the potential to raise material risks to the company.
Assessment of the incentive programs in light of the company’s primary risks (as disclosed in the company’s 2017 Form 10-K) and the company’s annual financial and capital plans.
Assessment of proposed design changes to the 2018 incentive plans.
Assessment of the sales compensation programs to identify behaviors incented, inherent risks and existing safeguards.
Based on this assessment, the following conclusions were reached by the chief risk officer and presented to the Human Capital Committee:
The company’s incentive program targets, thresholds, caps, metric weightings and payout curves are effective control mechanisms.
The incentive plans are balanced and align the long-term interests of stakeholders and management.
The program’s goals are effectively balanced and consistent with the risk levels embedded in the company’s financial and capital plans.
All potential awards are subject to Human Capital Committee discretion and the company has a recoupment policy in place in the event of a material earnings restatement.
Accordingly, our chief risk officer and the Human Capital Committee do not believe the company’s compensation programs create risks that are reasonably likely to have a material adverse effect on the company, and that the programs fall within the range of the company's risk appetite.
Director Retirement Policy
Our bylaws do not allow any person to serve as a director beyond the date of the annual meeting of shareholders immediately following his or her 72nd birthday.


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Compensation Committee Interlocks and Insider Participation
During 2017, Ms. Egan and Messrs. Bunting, Kabat, Muhl, and O'Hanley each served as a member of our Human Capital Committee. None of the members has served as an officer of the company, and during 2017 none of the members was an employee of the company. None of our executive officers served as a member of a board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or Human Capital Committee.
Related Party Transactions and Policy
The Board has adopted a written policy concerning related party transactions. This policy covers any transaction in which the company was or is to be a participant and the amount involved exceeds $120,000, and in which any related party had or will have a direct or indirect material interest. A "related party" means any of our directors, director nominees, executive officers, persons known to us to beneficially own more than 5% of our outstanding common stock, and any of their respective immediate family members, and any entity in which any of these persons has an interest as an employee, principal or 10% or greater beneficial owner or other material financial interest.
Prior to entering into a transaction that may be viewed as a related party transaction, the related party must notify our general counsel of the facts and circumstances of the transaction. If the general counsel determines that the proposed transaction is a related party transaction, it is submitted to the disinterested members of the Audit Committee for consideration at the next Committee meeting (or to the chair of the Committee if it is not practical to wait until the next meeting and the chair is not a related party to the transaction). The Committee considers all relevant facts and circumstances, including the benefits to the company, if the related party is an independent director or nominee, the potential effect of entering into the transaction on the director’s or nominee’s independence, any improper conflict of interest that may exist, the availability of other sources for the products and services, the terms of the transaction, and the terms available from or to unrelated third parties generally.
The transaction may be approved if it is determined in good faith not to be inconsistent with the best interests of the company and shareholders. Certain types of transactions are deemed to be pre-approved by the Audit Committee, including executive officer and director compensation arrangements approved by the Board of Directors or the Human Capital Committee, indemnification payments and any transaction between the company and any entity in which a related party has a relationship solely as a director, less than 10% equity holder, or employee (other than an executive officer), or all of these relationships.
Transactions with Related Persons
The company employs a sister-in-law of Michael Q. Simonds, Executive Vice President, President and Chief Executive Officer of Unum US. Charlene Glidden serves as Vice President, Business Planning and Technology Strategy for Colonial Life and does not report within the Unum US organization. Her compensation for 2017 was approximately $461,736, and she participated in compensation and benefit arrangements generally applicable to similarly-situated employees.


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Codes of Conduct and Ethics
The Board has adopted a Code of Conduct establishing certain business practices and ethics applicable to all of our directors, officers and employees. Our Code guides employees on how to abide by the company's principles and access the resources available to address any ethical issues that arise. We provide online and toll-free access to report ethical issues confidentially, conduct annual training and offer self-service access to a variety of educational materials related to issues covered in our Code. The Board has also implemented a separate Code of Ethics applicable to our CEO and certain of our senior financial officers.
We expect all employees and officers of Unum to abide by the principles and policies set forth in our codes. Both of these codes, together with any information on certain amendments or any waivers applicable to certain of our executive officers, are available on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com.


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OTHER GOVERNANCE MATTERS

OTHER GOVERNANCE MATTERS
Shareholder Engagement
In line with our commitment to open communication and transparency, we have a robust shareholder engagement process that occurs throughout the year.
In the late summer and early fall, we begin our shareholder engagement efforts by contacting each of our top 50 investors, which in 2017 represented over 70% of our outstanding shares. The focus of these meetings is to discuss our business strategy and our governance and compensation practices, as well as to learn about any other topics that are important to our shareholders. In addition, during 2017, based on feedback from shareholders in the prior year, our independent Board Chairman joined management for the meetings with our largest shareholders. In the late fall, we also meet with key proxy advisory firms to provide an update on our shareholder engagement efforts and gain further insight into their views regarding our compensation and governance practices and proxy disclosures. These communications promote greater engagement with our shareholders on various corporate governance issues and provide an open forum to share perspectives on our policies and practices.
 

Summer

Review current trends in global compensation and governance practices. Schedule fall meetings with top shareholders.
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Fall

Conduct meetings with shareholders to discuss key issues and solicit shareholder feedback.
 
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ò
 

Spring

Hold follow-up conversations with top shareholders, as necessary, to address important annual meeting issues.
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Winter

Review shareholder feedback with the Board. Enhance proxy disclosures and adjust our compensation and governance practices as appropriate.
 
 
 
 
During the winter, we review with our Governance and Human Capital Committees, and with the full Board, the feedback we received during these shareholder meetings and use it to enhance proxy disclosures and make any recommended governance and compensation changes prior to the next Annual Meeting. Following our Annual Meeting in the spring, we review our shareholder voting results, consider compensation and governance trends and current best practices, and conduct follow-up meetings with investors to address any issues.
For additional information on feedback we received from our shareholders during our outreach efforts, refer to page 49.

Corporate Social Responsibility
At Unum, social responsibility has long been integrated into our business. With millions of people depending on the coverage we provide, Unum understands the importance of helping others. That philosophy permeates everything we do - from advocating for access to benefits and investing in the wellbeing of our people, to improving our local communities and minimizing the impact we have on our environment. Here are just a few of the ways that we aspire to integrate social responsibility into our business.


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Advocating for Financial Protection Benefits
We participate in public policy discussions on a variety of issues related to our business and industry. One of our primary areas of focus is advocating for greater access to financial protection benefits for workers and their families in the U.S. and U.K. This is an issue that continues to grow in significance as governmental revenue and funding for public safety net initiatives has declined.
Our engagement in these issues includes:
Funding research on disability trends, the economic impact of financial protection benefits and consumer insurance purchasing habits;
Sponsoring state legislation to encourage greater participation in financial protection benefits through employee auto-enrollment, with the option to opt-out;
Providing expertise to federal and state agencies related to disability benefits; and
Active participation in industry associations such as the American Council of Life Insurers.
Through engagement with legislators and other public officials at the state and federal level, we educate policymakers on the importance of making financial protection benefits widely available and easy to enroll in.
Building a Great Culture
The wellbeing of our employees is one of our top priorities and starts with a dynamic and welcoming workplace that embraces diversity, fosters collaboration and encourages employees to bring their best ideas to work every day.
In 2017, we kicked off a multi-year modernization of our main home offices. This investment will transform our workspaces to spark greater collaboration, innovation and flexibility, and introduce upgraded food service and fitness amenities for employees. We believe the introduction of a more contemporary workplace will support the recruitment of top talent and the delivery of best-in-class customer service.
We are also committing greater resources to foster a workplace that welcomes diverse backgrounds and perspectives, and reflect our customers and our communities. Our commitment starts at the top, and we’re pleased to have been recognized as being a leader in gender diversity at the Board level. We set diversity and inclusion performance goals for the CEO and senior leadership team. We have also committed to creating an office of diversity in 2018 led by a chief diversity officer.
These and other inclusion initiatives have resulted in Unum being recognized for leadership in diversity and inclusion. In 2017, Unum was recognized for gender diversity on our Board by the Women's Forum of New York and the 20% by 2020 campaign for female representation on boards of U.S. companies by the year 2020. We also received a perfect score on the Corporate Equality Index by the Human Rights Campaign Foundation for our corporate policies and practices related to LGBTQ workplace equality. This year, we were named a Top 100 Innovator in Diversity & Inclusion by Mogul.
Work-life balance is a core value of ours, and we provide access to benefits and resources employees need to enhance their health and wellbeing. We offer comprehensive health plans, annual screenings, on-site fitness and health resource centers at our primary facilities and programs that educate employees and help them manage chronic health issues. We also provide generous retirement benefits and support the professional development of our employees through a wide range of training and tuition assistance programs.


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We’re proud to have been named a Forbes Best Places to Work for the last three years, and we will continue to make investments in our people and our culture to create a world-class workplace.
Positively Impacting Our Communities
We’re dedicated to building stronger communities in the places where we live and work. Through financial gifts and employee volunteering, we partner with community organizations to improve educational opportunities, promote health and wellness, and support the arts. We encourage employee engagement in community outreach by providing time off for volunteer activities and matching employee giving to qualified organizations.
In 2017, we and our employees contributed more than $12.8 million to charitable causes, including volunteering nearly 80,000 hours. We partner with dozens of local charities every year and provide significant support in the U.S. to public education, health and wellness, and arts and culture. For more information about our community outreach, visit our website.
Being Good Stewards of the Environment
We’re committed to helping protect the valuable resources that we all depend on to support quality of life for everyone. We do that by striving to effectively manage our impact on the environment. Our facilities account for our biggest environmental impacts, and we have made significant strides in several areas to improve efficiencies. We’ve also developed employee ‘green teams’ that champion initiatives on campus promoting environmentally smart ways of living and working. Because of our efforts, we have reduced energy usage by 16% since 2013 and reduced greenhouse gas emissions by more than 8% during the same time period. In 2017, we scored an A- on the Carbon Disclosure Project Leadership Index. By better managing our impacts today, we are investing in a better future.



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REPORT OF THE AUDIT COMMITTEE

REPORT OF THE AUDIT COMMITTEE
The Audit Committee (in this report, the "Committee") is appointed by the Board of Directors and operates under a written charter adopted by the Board, a copy of which is available on the company’s investor relations website under the heading "Corporate Governance" at www.investors.unum.com. The Committee is comprised solely of independent directors who meet the independence requirements of the SEC and the NYSE. All members of the Committee are "financially literate" as required by the NYSE, and the Board has determined that all five current members are "audit committee financial experts" under SEC regulations. In August 2017, committee member Joseph J. Echevarria rotated from the Committee to the Risk and Finance Committee. Additionally, in February 2018, Susan D. DeVore became a member of the Committee upon her election to the Board.
The primary purpose of the Committee is to assist the Board in its oversight of the:
Integrity of the company’s financial statements and related disclosures;
Effectiveness of the company’s internal control over financial reporting;
Compliance by the company with legal and regulatory requirements;
Qualifications, independence and performance of the company’s independent auditor;
Responsibilities and performance of the company’s internal audit function; and
Management of the company’s financial risks. 
The Committee is also responsible for discussing guidelines and policies with respect to the process by which the company undertakes risk assessment and management, and communicates with the Risk and Finance Committee as necessary for this purpose. The Committee receives regular enterprise risk management (ERM) reports, including results of the Own Risk and Solvency Assessment (ORSA). In 2017, the Committee Chair and another member of the Committee reviewed and provided input in the development of the ORSA Summary Report. This report provides strong evidence of the strengths of the company’s ERM framework, measurement approaches, key assumptions utilized in assessing our risks, and prospective solvency assessments under both normal and stressed conditions.
The Committee met 10 times during 2017. The Committee regularly held executive sessions and met separately with its independent auditor, Ernst & Young, and with the internal auditors without management present.
In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management and the independent auditor matters relating to the company’s accounting and financial reporting processes, including the internal control over financial reporting; reviewed and discussed with management and the independent auditor the company’s annual and quarterly financial statements and related disclosures in reports filed with the SEC; pre-approved all audit services and permitted non-audit services to be performed by the company’s independent auditor; reviewed and discussed with management the responsibilities and performance of the internal audit function; discussed with management policies relating to risk assessment and risk management, as well as specific financial risks; and obtained and reviewed reports concerning the company’s policies and procedures for ensuring compliance with legal and regulatory requirements.
Management is primarily responsible for the preparation, presentation and integrity of the company’s financial statements and for the reporting process, including the establishment and effectiveness of the company’s internal control over financial reporting. The company’s independent auditor is responsible for performing an


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independent audit of the financial statements and of the effectiveness of the company’s internal control over financial reporting in accordance with auditing standards promulgated by the Public Company Accounting Oversight Board (PCAOB). The independent auditor reports directly to the Committee, which is responsible for the appointment, compensation, retention and oversight of the work performed by the independent auditor.
The Committee reviewed and discussed with management the company’s audited financial statements for the year ended December 31, 2017, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant estimates and assumptions which could impact the amounts reported in the company’s financial statements, and the clarity of disclosures in the financial statements. The Committee reviewed and discussed with the independent auditor the overall scope and results of the independent audit and its judgments of the quality and acceptability of the company’s accounting principles. The Committee also engaged in discussions with management and the independent auditor, among other matters, concerning management’s assessment of reserve adequacy across all major business lines, which is presented to the Committee each year. The Committee discussed with the independent auditor the matters required to be discussed by applicable standards of the PCAOB. The Committee received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the auditor’s communications with the Committee concerning independence. The Committee also discussed with the independent auditor matters relating to its independence, including consideration of whether the independent auditor’s provision of non-audit services to the company is compatible with the auditor’s independence. In order to assure continuing auditor independence, the Committee periodically considers whether there should be a regular rotation of the independent auditor.
The company’s internal audit function, under the direction of the chief auditor, reports directly to the Committee, which is responsible for the oversight of the work performed by the internal auditors. The internal auditors are responsible for, among other matters, conducting internal audits designed to evaluate the company’s system of internal controls. The Committee reviewed and discussed with the company’s internal auditors, and received regular status reports from them concerning, the overall scope and plans for their audits. The Committee met with the internal auditors, with and without management present, to discuss their audit observations and findings, and management’s responses, and their evaluation of the effectiveness of the company’s internal control over financial reporting.
The Committee evaluates the performance of its independent auditor, including the senior audit engagement team, each year and considers whether to retain the current independent auditor or consider other audit firms. In doing so, the Committee took into consideration a number of factors, including the professional qualifications of the firm and the lead audit partner, the quality and candor of the firm’s communications with the Committee and the company, and evidence supporting the firm’s independence, objectivity, and professional skepticism. The Committee also reviewed the 2016 PCAOB inspection report of Ernst & Young which was published in 2017 and discussed its findings with the independent auditor. In conjunction with the mandated rotation of the independent auditor’s lead engagement partner, the Committee and its chair are directly involved in the selection of the independent auditor’s lead engagement partner, including the current partner who assumed this role in 2014 after meeting with a subgroup of the Committee during which his qualifications were discussed.
Based on this evaluation, the Committee has determined that the continued retention of Ernst & Young to serve as the company’s independent auditor is in the best interests of the company and its shareholders. Accordingly, the Committee appointed Ernst & Young as the company’s independent auditor for 2017. Ernst & Young has served as the company’s independent auditor since the merger of Unum and Provident in 1999, and before that served at various times as the independent auditor for the company and certain predecessor companies. Although the Committee has sole authority to appoint the independent auditor, the Committee


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recommended that the Board of Directors seek shareholder ratification of the appointment at the Annual Meeting as a matter of good corporate governance.
Based on the reviews and discussions referred to above, the Committee recommended to the Board of Directors, and the Board approved, that the company’s audited financial statements for the year ended December 31, 2017 be included in the company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.
2017 Audit Committee1:
E. Michael Caulfield, Chair
Theodore H. Bunting, Jr.
Timothy F. Keaney
Francis J. Shammo
































1Joseph J. Echevarria rotated from the Audit Committee to the Risk and Finance Committee in August 2017, and therefore did not participate in Committee actions with respect to the Report of the Audit Committee contained in this proxy statement. In addition, Susan D. DeVore became a member of the Audit Committee following her election to the Board in February 2018, and therefore did not participate in Committee actions with respect to the Report of the Audit Committee contained in this proxy statement.


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COMPENSATION DISCUSSION AND ANALYSIS

COMPENSATION DISCUSSION AND ANALYSIS
In this section, we provide an overview of our compensation philosophy and processes, and explain how the Human Capital Committee of our Board (referenced throughout this section as the "Committee") arrived at its compensation decisions for the below named executive officers (NEOs) for 2017.
Richard P. McKenney, President and Chief Executive Officer
John F. McGarry, Executive Vice President and Chief Financial Officer
Michael Q. Simonds, President and Chief Executive Officer, Unum US
Breege A. Farrell, Executive Vice President and Chief Investment Officer
Lisa G. Iglesias, Executive Vice President and General Counsel
Business and Performance Review
Our Business
We are a leading provider of financial protection benefits in the United States and United Kingdom. Our products include disability, life, accident, critical illness, dental and vision insurance. These products, primarily offered through the workplace, help protect millions of working people and their families from the financial hardships that can occur in the event of illness, injury, or loss of life.
Our business operations are divided into three primary segments – Unum US, Unum UK, and Colonial Life – and a Closed Block of business that includes products we service and support but no longer actively market.
2017 Performance
Unum had a very successful year in 2017 as we delivered consistent financial and operating performance, and continued our growth trends, leading to record after-tax adjusted operating earnings per share. We maintained market-leading positions and a strong value proposition with customers and brokers, and focused on expanding our product and geographic footprint. Our disciplined business approach helped us maintain attractive profit margins and a high level of customer satisfaction. These results were despite a challenging environment, including the pressure of continued low interest rates and uncertainty in the U.K. due to Brexit.


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COMPENSATION DISCUSSION AND ANALYSIS

Financial Highlights1 
Record earnings
 
 
Unum achieved record after-tax adjusted operating earnings, continuing our recent history of strong financial performance. For the year, we delivered strong after-tax adjusted operating income of $976.2 million, based on total revenue of $11.3 billion. Adjusted operating earnings per share (EPS) were at an all-time high of $4.29, a significant increase over the prior year and the twelfth consecutive year of after-tax adjusted operating EPS growth.
 
392998699_earnings2017.jpg
Return on equity
 
 
We continued to put our shareholders' capital to good use. Consolidated adjusted operating return on equity (ROE) was 11.6%, while ROE in our core operating segments was 15.9%.
 
392998699_roe2017.jpg
Book value
 
 
Our book value per share at the end of 2017 was up 8.2% from 2016 (excluding accumulated other comprehensive income, or AOCI). It was the ninth consecutive year of shareholder equity growth.

 
392998699_bookvalue2017.jpg
Operating Highlights
Unum delivered on our mission of supporting our customers in 2017. We paid approximately $7.1 billion in benefits to people facing illness, injury or loss of life. Satisfaction metrics measuring our interaction with customers and partners were high and generally exceeded our plan benchmarks.
We saw impressive sales and healthy premium growth throughout our core businesses, compared with 2016 results. This growth was achieved while maintaining our pricing and risk discipline, and demonstrates that our value story continues to resonate with customers.
We managed our investment portfolio well despite the continued low interest rate environment. Due to the nature of our business, we invest for the long term with an investment philosophy emphasizing sound risk management and credit quality.


______________________ 
(1) Operating results referenced in this document are non-GAAP financial measures that exclude certain specified items. For 2017, these excluded items were net realized investment gains, loss from a guaranty fund assessment, an unclaimed death benefits reserve increase, and a net tax benefit from the impacts of U.S. Tax Reform. For reconciliations of the non-GAAP financial measures, including after-tax adjusted operating income, after-tax adjusted operating earnings per share, adjusted operating return on equity and book value per share (excluding accumulated other comprehensive income, or AOCI), to the most directly comparable GAAP measures, refer to Appendix A. Effective December 31, 2017, to more clearly differentiate between the GAAP and non-GAAP financial measures, we changed the naming convention for our non-GAAP financial measures from "operating" measures to "adjusted operating" measures, which includes a change from "after-tax operating income" to "after-tax adjusted operating income", and "operating return on equity" to "adjusted operating return on equity". The definition of these labels remains unchanged.


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COMPENSATION DISCUSSION AND ANALYSIS

Strategic Positioning
We have recently taken a number of steps to fuel our growth and position us for the future.
Acquisitions: Unum's acquisitions in 2015 and 2016 of dental providers in the U.K. and U.S. have accelerated our expansion into the dental market and have been positively received. We have also announced our intent to acquire a financial protection provider based in Poland by the end of 2018, expanding our footprint in Europe.
Growth initiatives: We have enhanced our product portfolio with the introduction of dental, vision, stop-loss and new voluntary offerings. Planned geographic expansion is also driving growth.
Business investments: Current and planned investments in technology, customer experience, business development, facilities and our people are designed to further enhance our service capabilities, identify future opportunities for growth, and attract and retain talent.
In addition, we view these key developments in the external environment as likely having a positive impact on our business.
Tax reform: We expect tax legislation enacted by the U.S. federal government in December 2017 to significantly lower our overall effective tax rate in future periods. While there are other offsets in the short-term, we expect the ongoing benefit due to the lower corporate income tax rate to free up capital to reinvest in our business and add value to shareholders.
Business confidence: As a provider of employee benefits offered through the workplace, we expect to benefit as employers gain more confidence in the economic environment, particularly in the U.S. We anticipate these positive trends will translate to greater hiring and wage growth, business investments and investments in employees.
Capital Generation for Shareholders
Our strong statutory earnings results in solid capital generation, which we have deployed in a number of ways.
392998699_capgenshareholders2017.jpg
In addition, our credit ratings remain high as a result of our strong balance sheet, our favorable operating results and our highly respected brand in the employee benefits market.


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Business Highlights
The following are 2017 performance highlights within our primary business segments and other key areas of the company:
Unum US
 
392998699_businesshighlights201802.jpg
Our Unum US segment, representing 63.3% of our consolidated premium income in 2017, continued its trend of profitable growth. The business delivered record-breaking sales and healthy premium growth, and launched our new dental and vision offerings across the U.S. These results, combined with favorable benefits experience and effective expense management, drove adjusted operating income higher compared to 2016.
 
Unum UK
 
392998699_businesshighlights201801.jpg
Our Unum UK segment, representing 6.0% of our consolidated premium income in 2017, faced continued headwinds from the uncertain environment due to that country's vote to leave the European Union. While adjusted operating income declined, due in part to less favorable benefits experience, the business did see steady sales and modest premium growth.
 
Colonial Life
 
392998699_businesshighlights201803.jpg
Our Colonial Life segment, representing 17.6% of our consolidated premium income in 2017, had another good year. The business continued its trend of strong sales and premium growth. Consistent with past years, Colonial Life continues to generate solid margins and returns.

 
Closed Block
Our Closed Block segment, representing 13.1% of our consolidated premium income in 2017, delivered stable performance, with a decrease in adjusted operating income of 4.3%. We continue to see consistent results from this block of business largely as a result of our continued investments in management resources and capabilities.
Investments
Our investment results remained solid, generally exceeding our plan benchmarks. Although we recorded lower net investment income in 2017, our asset quality remains strong and our portfolio provides a consistent source of income for our business.


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COMPENSATION DISCUSSION AND ANALYSIS

Total Shareholder Return
Total shareholder return is used as part of the company's long-term incentive program as outlined on page 61. Unum continues to outperform our peers and the broader S&P 500 in total shareholder return. Over the last decade, we have been an excellent long-term investment during one of the worst financial crises in memory, with a 10.8% compound annual return to shareholders during the last 10 years.
We saw our TSR grow by more than 27 percent during 2017, despite a continued low interest rate environment. This outpaced the performance of the S&P 500, our peers in the S&P Life and Health Index and the average of our Proxy Peer Group (as defined on page 53) during the same time period. Over the most recent three-, five- and 10-year periods, we exceeded the TSR performance of every index group. This strong performance is due primarily to our market-leading positions, prudent underwriting and risk management discipline, and effective capital management.
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COMPENSATION DISCUSSION AND ANALYSIS

Executive Compensation
Key Practices
We are committed to executive compensation programs that align with best practices. A list of notable practices we have implemented is below.
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A pay for performance philosophy
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Double-trigger provisions for severance
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Annual say-on-pay votes
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Clawback provisions
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Programs that mitigate undue risk taking in compensation
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Restrictive covenants in our long-term incentive grant agreements
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Independent compensation consultant to the Committee
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Relevant peer groups for benchmarking compensation
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Elimination of golden parachute excise tax gross-ups
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A balance of short- and long-term incentives
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Minimal perquisites
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Robust stock ownership and retention requirements
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No NEOs have employment agreements
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Anti-pledging and anti-hedging policies
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Robust individual performance assessment and compensation evaluation for executives
 
 
2017 Say-on-Pay Vote and Shareholder Outreach
Our 2017 shareholder advisory vote to approve executive compensation passed with 96% support. As we have done for several years, we continued our shareholder engagement through an extensive outreach effort, contacting each of our top 50 investors, representing over 70% of our outstanding shares. Additionally, during 2017, based on feedback received from shareholders in the prior year, our independent Board Chairman joined us for meetings with our largest shareholders.
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Seven investors, representing more than 36% of our outstanding shares, accepted our invitation for engagement and we met with each of them. Another six investors, representing approximately 8% of our outstanding shares, responded that a meeting was not necessary.
During the meetings, shareholders provided feedback on a variety of topics though we did not receive any suggestions for changes to our compensation programs. Overall, the shareholders we spoke with generally had favorable comments about our practices and programs including:
Our clearly designed programs with an appropriate mix of compensation for executives; and
The smooth transition of management during 2015 and 2016.
Following consideration of the results of our say-on-pay vote and feedback we received through these meetings, we did not make any changes to our executive compensation program but we identified opportunities for further enhancements to our proxy statement disclosures and discussed other governance topics, as described under the Proxy Summary on page 10.


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COMPENSATION DISCUSSION AND ANALYSIS


In addition to our meetings with shareholders, we also met with two large proxy advisory firms to provide an update on our shareholder engagement efforts and gain further insight into their views regarding our compensation and governance practices and disclosures.
Overall, shareholders told us they appreciated the opportunity to engage in these discussions and the company’s willingness to consider their input with respect to both executive compensation and governance practices.
Compensation Program Structure and Committee Decisions
Our executive compensation philosophy is to reward performance that helps us achieve our corporate objectives, increase shareholder returns, attract and retain talented individuals, and promote a culture of ownership and accountability in the company. We do this by:
Offering base salaries that reflect the competitive market as well as the roles, skills, abilities, experience, and performance of employees;
Providing incentive opportunities for all employees based on the achievement of corporate and individual performance goals; and
Aligning the long-term interests of management and shareholders by offering performance-based equity compensation opportunities and requiring senior officers to own a specified value of shares and retain equity awards for a specified period of time after vesting.
Elements of Pay
There are five primary elements of pay in our executive compensation program, which are summarized in the following table.
 
BASE PAY
ANNUAL INCENTIVE
PERFORMANCE-BASED RSUs
PSUs
RETIREMENT & WORKPLACE BENEFITS
Primary Purpose
Reflects the market for similar positions as well as individual skills, abilities & performance
Rewards short-term performance
Rewards long-term performance, aligns interest with stockholders & promotes a culture of ownership and accountability
Addresses health, welfare & retirement needs
Performance Period
Ongoing
1 year
1 year
(vests over 3 years)
3 years prospective
N/A
Form
<--------------- Cash --------------->
<--------------- Equity --------------->
N/A
Payment/Grant Date
Ongoing
<----- In March based on prior year performance ----->
Ongoing



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2018 PROXY STATEMENT




COMPENSATION DISCUSSION AND ANALYSIS

Those pay elements that are "at risk," or contingent upon individual or corporate performance, are noted in the charts below. Our NEOs, as the most senior officers of the company, have a majority of their targeted total direct compensation (i.e., fixed salary and variable annual and long-term incentive awards) at risk. This design creates an incentive for achievement of performance goals (short- and long-term) and aligns the interests of our executives with those of our shareholders. For 2017, 88% of Mr. McKenney’s targeted total direct compensation was at risk. For the remaining NEOs, an average of 71% of their aggregate targeted total direct compensation was at risk.
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Roles of the Committee, Executive Officers and Consultants
The Committee, CEO, and compensation consultant each have important roles in our compensation program. The Committee, with input from the CEO, and compensation consultant, has the final authority to:
Evaluate, design, and administer a compensation program for our executive officers that appropriately links pay, company and individual performance, and the creation of shareholder value;
Establish performance goals and certify whether they have been attained;
Review the performance of the CEO, with input from the full Board, and determine his compensation; and
Determine compensation for each of the other NEOs.
The CEO provides to the Committee:
A self-assessment outlining his own performance for the year;
Performance assessments and compensation recommendations for executives who report directly to him, which includes all of the NEOs; and
His perspective on the business environment and the company’s performance.
The CEO does not participate in any decisions related to his own compensation.
Pay Governance LLC, as independent compensation consultant to the Committee, provides objective, expert analyses, independent advice, and comparative data across peer companies on executive and director


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COMPENSATION DISCUSSION AND ANALYSIS

compensation. Pay Governance reports directly to the Committee, which is responsible for the appointment, compensation, retention, and oversight of the work performed by the consultant. A senior representative of the compensation consultant generally attends Committee meetings, participates in executive sessions of the Committee without management present, and communicates directly with Committee members outside of meetings. Management interacts with the compensation consultant only when doing so on behalf of the Committee or concerning proposals the Committee will review for approval.
The Committee has adopted a policy requiring that its compensation consultant be independent. During 2017, the Committee completed its annual assessment of the independence of Pay Governance, taking into account the following factors:
Compliance with the Committee’s independence policy;
Other services, if any, provided to the company by the consultant;
The amount of fees paid by the company to the consultant as a percentage of the consultant’s total revenues;
Any business or personal relationships between the consultant (including its representatives) and the company’s directors or senior officers; and
The policies and procedures the consultant has in place to prevent conflicts of interest, which include a prohibition against stock ownership in the company.
Pay Governance has attested to its independence and does not provide any services to the company other than those related to director and executive compensation consulting. Fees paid to Pay Governance for such services provided in 2017 totaled $195,191.
Based on its assessment, the Committee concluded that Pay Governance is independent under the Committee’s policy and that Pay Governance's work has not raised any conflict of interest.
The company’s finance, human resources, and legal staff, including the chief financial officer, support the Committee in its work. Employees from these departments discuss various executive compensation topics with the Committee and Pay Governance, including how compensation plans fit in with other programs and business objectives. Although these staff members may make recommendations, the final decision on all executive compensation matters rests solely with the Committee.
Compensation Benchmarking
The Committee compares the compensation of our NEOs to the median pay of executives in similar positions at peer companies. By generally targeting each pay element to the approximate median of the applicable comparator group (as described below), we ensure that the balance among the elements is competitive, while at the same time allowing company and individual performance to determine a majority of the compensation received by our NEOs. Overall, these benchmarking comparisons are used as points of reference and are secondary to the primary factors considered by the Committee when making compensation decisions. The primary factors are: company performance; individual performance; the executive’s level of responsibility and tenure; internal equity considerations; the creation of shareholder value; our executive compensation philosophy; and the results of the most recent shareholder say-on-pay vote and engagement with shareholders.


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2018 PROXY STATEMENT




COMPENSATION DISCUSSION AND ANALYSIS

The two sources used by the Committee for benchmarking executive compensation are:
For CEO and CFO compensation, a proxy peer group comprised of insurance and financial services companies that are either our business competitors or primary competitors for talent (the "Proxy Peer Group"). The Proxy Peer Group is also a reference for compensation programs and practices. The composition of the Proxy Peer Group is determined by the Committee and reviewed annually as outlined below; and
For the compensation of our other NEOs, the Willis Towers Watson Diversified Insurance Study of Executive Compensation (the "Diversified Insurance Study"). This source is used because responsibilities of our other NEOs may not be directly comparable with those of named executives at other companies in the Proxy Peer Group.
In addition to benchmarking executive compensation, the Committee uses a subset of the Proxy Peer Group (which we refer to as the "PSU Peer Group") for purposes of measuring relative TSR for our PSU awards (see page 61 for details on these awards). This subset is selected because they are considered to be direct business competitors of Unum.
The Committee evaluates the composition of the Proxy Peer Group every year. Peer companies are determined based on five primary criteria (life and health GICS code; reasonable range of: assets, revenues, and market capitalization; and competition with Unum for talent and/or market share). Based on the most recent peer review in August 2017, on average, the companies in the Proxy Peer Group met three of the five criteria. Overall, Unum is at 29% of the median asset level and approximately 90% of the revenue median (as of the 12 months ended March 31, 2017). Additionally, 8 of the 11 peers (73%) selected Unum as a peer for compensation benchmarking purposes in their 2017 proxy statements.
During its annual Proxy Peer Group analysis in August 2017, the Committee with its consultant, Pay Governance, considered other insurance and financial services companies and determined that no companies should be removed and no additional companies were appropriate for inclusion in the Proxy Peer Group at the time.
The following table lists the companies in the Diversified Insurance Study (DIS), PSU Peer Group and Proxy Peer Group.


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COMPENSATION DISCUSSION AND ANALYSIS

BENCHMARKING EXECUTIVE COMPENSATION
 
 
 
 
Proxy Peer Group Indicators(1)(2)
Company
DIS
Survey
Partici-
pant(1)
PSU
Peer
Group(3)
2017
Proxy 
Peer Group(2)
Life &
Health
GICS
0.4x to 2.5x
Unum
Revenues
0.4x to 2.5x
Unum
Assets
0.5x to 5.0x
Unum Market
Capitalization
List
 Unum
as a
Peer
Aflac
Allstate
 
 
 
 
 
 
 
AXA Group
 
 
 
 
 
 
 
Cigna
 
 
 
 
 
 
 
CNO Financial Group
 
Genworth Financial
 
 
Guardian Life
 
 
 
 
 
 
 
Hartford Financial Services Group
 
 
John Hancock
 
 
 
 
 
 
 
Lincoln National Corporation
 
Massachusetts Mutual
 
 
 
 
 
 
 
MetLife
 
 
 
 
Nationwide
 
 
 
 
 
 
 
New York Life
 
 
 
 
 
 
 
Northwestern Mutual
 
 
 
 
 
 
 
OneAmerica Financial
 
 
 
 
 
 
 
Pacific Life
 
 
 
 
 
 
 
Phoenix Companies
 
 
 
 
 
 
 
Principal Financial Group
 
 
Prudential Financial
 
 
 
Reinsurance Group of America
 
 
 
Securian Financial
 
 
 
 
 
 
 
Sun Life Financial
 
 
 
 
 
 
 
Thrivent Financial
 
 
 
 
 
 
 
TIAA-CREF
 
 
 
 
 
 
 
Torchmark Corporation
 
 
Transamerica
 
 
 
 
 
 
 
USAA
 
 
 
 
 
 
 
Voya Financial
 
 
(1)
For compensation decisions made in early 2017, benchmarking comparisons were made using the 2017 Proxy Peer Group and the 2016 DIS (the latest data available at the time). Although Unum participates in the DIS, we are excluded from this table. The number of participants in the DIS remained the same as the prior year.
(2)
The Proxy Peer Group includes both property and casualty insurers and life and health insurers, with Unum’s assets equal to 29% of the peer median as of December 31, 2016, and our revenue at 89% of the peer median for the year ended December 31, 2016. Unum is not part of the Proxy Peer Group.
(3)
This peer group will be used for the relative TSR comparison under the 2017 PSU grant. These companies are our direct competitors, are generally followed by the same sell-side research analysts, and generally compete with us for talent.


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COMPENSATION DISCUSSION AND ANALYSIS

Individual Performance Assessments
The Committee uses individual performance assessments as a factor in its determination of compensation for each NEO.
Individual Performance Goal Areas
Individual performance is evaluated against the NEO's goals and metrics, specific to his or her respective business area. These goals and metrics are set at the beginning of the year and include the following performance categories:
Business and financial objectives the Board approved for the company;
Strategic objectives by business area;
Talent management initiatives; and
Operational effectiveness and efficiency.
Evaluation Criteria
In evaluating how effectively each NEO met their goals, the Committee considered:
Company performance;
For the CEO, the Board’s assessment of his performance, as well as his self-assessment;
For NEOs other than the CEO, the performance assessments of the NEOs. For each individual, the performance assessment is based on a combination of performance feedback from the individual’s direct manager (the CEO), peers, direct reports, and other partners, as well as the individual’s self-assessment; and
Written assessments by all Board members of each NEO against their stated goals in the areas listed below:
Ability to balance complex and competing factors
Board relations
Balance of putting the company first with appropriate self-care and resilience
Demonstrated performance
Building and sustaining a high-functioning organization and team
Statesmanship
Commitment to the enterprise and their business unit
Leadership
Strategic planning, succession planning and leadership development
Humility and ego maturity
Based on the NEOs' individual performance goals and Board assessment in combination with the CEO's assessment of those reporting to him, the Committee awarded each an individual performance percentage which is used to adjust the earned annual incentive and long-term incentive awards between 0% and 125%. These percentages were used to calculate the final payout of 2017 annual incentives and long-term incentive awards granted in 2018, as described later in this section.


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COMPENSATION DISCUSSION AND ANALYSIS

2017 Performance Assessment and Highlights
The NEOs’ achievement levels, for purposes of the 2017 annual and long-term incentive awards paid/granted in March 2018, were determined in part based on the individual performance goal areas listed on page 55.
Individual performance highlights for each NEO, and their respective awarded performance percentages, are included below:
Richard P. McKenney
President and Chief Executive Officer
In assessing Mr. McKenney’s performance for 2017, the Committee noted that he:
Led the company to record levels of financial performance that exceeded plan in 2017, continuing a consistent pattern of outstanding results that have created significant shareholder value. Results were well-balanced across core business segments and included ongoing stability in Closed Block operations. Total shareholder return has outperformed peers and benchmarks over the most recent three-, five- and 10-year periods;
Has taken actions and delivered statutory results to ensure the Company maintains a very strong balance sheet and capital position. This capital position has allowed the company to invest in the business, pursue acquisitions and expansion, and return capital to shareholders. Importantly, it provides the company with the flexibility to respond to future challenges and opportunities;
Has undertaken a number of strategic initiatives designed to position the company for ongoing success. These include an aggressive change management agenda focused on enhancing capabilities and customer experience as well as product and geographic expansion;
Has taken actions to be certain the Company has a strong brand with a variety of constituents. In particular, the company has been a leading voice for our industry in building partnerships with policymakers and groups to further the goal of protecting the financial security of more workers and their families; and
Continuously exhibits effective leadership and has demonstrated impressive personal development as CEO since being named to the position. He has focused on the development of his leadership team while maintaining employee engagement at levels exceeding industry leading benchmarks. In 2017, he accelerated programs and actions to further diversity in the organization and build a culture of inclusion.
Given these accomplishments and the company’s overall performance achievement of 120%, the Committee awarded Mr. McKenney an individual performance percentage of 115% for his 2017 annual incentive award and 120% as the individual performance modifier for his long-term incentive award granted in March 2018.
John F. McGarry
Executive Vice President and Chief Financial Officer
In assessing Mr. McGarry’s performance for 2017, the Committee noted that he:
Provided strong leadership as CFO during 2017 as the company exceeded most financial objectives, with each business segment generally meeting or exceeding its goals for the year;
Has ensured the company maintains a strong capital position, which allowed the company to continue to invest in the growth of the business, fund product expansion, and return capital to shareholders


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COMPENSATION DISCUSSION AND ANALYSIS

through dividend increases and share repurchases. This financial flexibility also positions the company for future opportunities and challenges;
Continued his focus on the Closed Block which includes financial performance within expectations, internal actions to better position the business for the future, and representing the company effectively with external constituents as a very credible expert;
Has been an important contributor to our strategic assessment and actions. His effective balance of growth while managing a strong balance sheet is a critical element of our strategy; and
Worked closely with the Finance leadership team to drive change, strengthen talent and create a more efficient organization.
Given these accomplishments, the Committee applied an individual performance percentage of 110% for Mr. McGarry’s 2017 annual incentive award and 105% as the individual performance modifier for his long-term incentive award granted in March 2018.
Michael Q. Simonds
Executive Vice President, President and Chief Executive Officer, Unum US
In assessing Mr. Simonds’ performance for 2017, the Committee noted that he:
Led Unum US to very strong financial results that exceeded expectations, including record levels of before-tax adjusted operating income;
Delivered strong premium growth and solid sales results, while maintaining risk and pricing discipline. Premium growth was 3.9% and sales growth was 19.6%. Margins and return on equity remain at the very top of the industry;
Launched work in Unum US to drive operational improvement and an enhanced customer experience;
Has been a significant contributor to our strategic efforts. This includes effectively integrating our new dental acquisition, launching a new stop loss product, and identifying future opportunities for growth; and
Continued to focus on talent development across the enterprise including support for our diversity and inclusions efforts.
Given these accomplishments, the Committee applied an individual performance percentage of 120% for Mr. Simonds’ 2017 annual incentive award and 115% as the individual performance modifier for his long-term incentive award granted in March 2018.
Breege A. Farrell
Executive Vice President and Chief Investment Officer
In assessing Ms. Farrell’s performance for 2017, the Committee noted that she: 
Led the investment team to a very successful year in 2017 despite a difficult environment with very low interest rates;
Delivered results that exceeded all of our internal investment metrics;
Remained disciplined in credit selection. The overall quality of our portfolio is strong with minimal credit impacts during the year;


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Continued to develop the investment team with good balance between the senior group and an impressive junior cohort; and
Brings an important perspective to the company’s change agenda.
Given these accomplishments, the Committee applied an individual performance percentage of 100% for Ms. Farrell’s 2017 annual incentive award and 100% as the individual performance modifier for her long-term incentive award granted in March 2018.
Lisa G. Iglesias
Executive Vice President and General Counsel
In assessing Ms. Iglesias’ performance for 2017, the Committee noted that she:
Provided effective leadership for the legal department in the role of General Counsel;
Delivered strong performance as the legal team executed on a high volume of work including our expanded growth agenda;
Has been an important link to the Board and Governance Committee. Overall support and communication with the Board has been excellent;
Led organizational work in the department over the last few years that has created an effective team with a solid set of leaders; and
Set the early pace for our diversity and inclusion efforts as both an executive sponsor as well as with her community involvement.
Given these accomplishments, the Committee applied an individual performance percentage of 100% for Ms. Iglesias’ 2017 annual incentive award and 110% as the individual performance modifier for her long-term incentive award granted in March 2018.
Company Performance Targets
Each year, the Committee sets targets for several performance measures that are used to calculate annual and long-term incentive awards. Performance measures and their respective targets are established for the company as a whole as well as for each of our principal operating business segments. Weightings are assigned to each performance measure based on its relative importance to the company or business segment.
For 2017, a change was made to move all employees (other than Investments) into a common plan, the Unum Group incentive plan.  Nearly half of the employees were already in the Unum Group plan and incentivizing everyone on a common set of metrics fosters our collaborative environment.  We increased the weighting of the sales metric from 10% to 15% given the importance to our overall growth plans and correspondingly reduced the weighting assigned to Operating ROE (from 20% to 15%).
The performance targets are aligned with the company’s primary business objectives:
Strong operational performance
Disciplined growth
Effective risk management
Consistent capital generation


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2018 PROXY STATEMENT




COMPENSATION DISCUSSION AND ANALYSIS

The performance goals in our incentive plans are a direct output of our business plans which are approved by the Board each year.
The business plans and the associated metrics carefully balance the current performance of the business and the risk appetite of the enterprise with an appropriate amount of stretch designed to drive consistent growth and improvement. In addition, the Committee considered external economic factors including: (1) the overall economic growth rate, (2) employment and wage growth which impacts our overall premium levels, and (3) the interest rate and investment environment which can have a significant impact on our overall profit margins.
We set challenging business plans and performance measures to ensure that their achievement will drive long-term value for shareholders. In setting the business plans and performance metrics, a number of sensitivity tests are run to determine the possible upside and downside scenarios to the plan. These scenarios are reviewed to be certain we have the appropriate degree of rigor in the plan.
Once the performance measures are established, the incentive payout targets are set to appropriately align pay with performance.
Generally, the payout range for each annual incentive performance measure is set based on what is appropriate for the variability of the metric. The actual ranges for each performance metric can be determined from the table on page 60. The payout range for each metric in 2017 was 0-200% and the overall plan maximum payout was capped at 150%. In 2018, the Committee has decided to use 0-150% as the payout range for each metric which eliminates the need for the additional payout cap.
The ROE performance measure is used under both our annual and long-term incentive plans. The Committee has concluded that ROE is one of the most important metrics for shareholders, over both a near-term and an extended timeframe. The Committee believes that using this metric in incentive plans that pay out over both one-year and three-year periods encourages executives to focus on both short- and long-term results. The Committee also believes that any risk of overemphasizing ROE in the annual and long-term incentive plans is avoided by assigning it only a 15% weighting for the annual incentive performance measure and by weighting it equally with another performance measure in the long-term incentive plan (in recent years, average after-tax adjusted operating earnings per share) with further adjustment based on relative TSR for PSUs awarded under our long-term incentive plan.
Our incentive plans are subject to an annual risk assessment by our chief risk officer, which is discussed with the Committee as described on page 35.
Incentive Funding Performance Requirement
Our annual and long-term incentive plans are conditioned on the company achieving a specified level of performance. We apply an incentive funding performance requirement because we believe employees and officers should receive incentive awards only after our shareholders and creditors are paid. Additionally, for PBRSUs and PSUs granted prior to 2018, the company intended that this incentive funding performance requirement would allow the company to retain certain deductions in accordance with the "qualified performance-based compensation" exemption to Section 162(m) of the Internal Revenue Code (the "Code"). However, for taxable years beginning after December 31, 2017, this exemption has been repealed for all but certain grandfathered compensation arrangements that were in effect as of November 2, 2017. The scope of relief for grandfathered arrangements is currently uncertain. As such, there can be no assurance that any compensation awarded in prior years will be fully tax deductible.


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COMPENSATION DISCUSSION AND ANALYSIS

The Annual Incentive Plan specifies a performance requirement of $250 million of statutory after-tax operating earnings to fund the plan. At the time the plan was established, this was approximately enough to cover dividends to shareholders and after-tax interest on our recourse debt. For 2017, the Committee established the same performance requirement to fund grants under the long-term incentive plan. Funds used to attain the performance requirement are derived from statutory after-tax operating earnings and other sources of cash flow available from the company’s insurance and non-insurance subsidiaries.
The company successfully achieved the performance requirement for funding the 2017 annual incentive awards and the long-term incentive grants made in March 2018.
While the "qualified performance-based compensation" exception under Section 162(m) was eliminated in 2017, the Committee has reaffirmed our pay-for-performance alignment and determined that our annual and long-term incentive plans will continue to be predicated upon the company achieving a specified level of performance. Therefore, in 2018, we will continue to use the performance requirement of $250 million of statutory after-tax operating earnings to fund our annual and long-term incentive plans.
Annual Incentive Targets
Depending on their role in the company, the annual incentive awards for our NEOs are tied in various ways to the performance of Unum Group and its business units. The annual incentive awards of Mr. McKenney, Mr. McGarry, Mr. Simonds and Ms. Iglesias are based entirely on Unum Group performance though the individual goals for Mr. Simonds include financial goals related to his business unit. For Ms. Farrell, 25% of her award is based on Unum Group performance and 75% is based on Investment’s performance. The following table outlines the targets for annual incentives awarded for 2017 performance and how the company and business units performed against those targets in 2017.
2017 ANNUAL INCENTIVE AWARD PERFORMANCE TARGETS AND RESULTS ($s/£s IN MILLIONS)
Performance Measure
Component
Weighting
Threshold(1)
Target
Maximum
Actual
 Unum Group
 
 
 
 
 
After-tax adjusted operating income(2)
35%
$688.8
$918.4
$1,056.2
$976.2
Consolidated adjusted operating return on equity(3)
15%
8.22%
10.95%
12.60%
11.6%
Earned premium(4)
15%
$6,355.2
$7,476.7
$8,972.1
$7,467.9
Sales
15%
$1,248.4
$1,664.6
$2,330.4
$1,734.6
Customer experience(5)
10%
270%
300%
450%
307%
Operating expense ratio(6)
10%
19.70%
17.70%
15.70%
17.42%
 Investments
 
 
 
 
 
Net investment income(7)
50%
$2.299.6
$2,424.6
$2,549.6
$2,454.3
Avoided losses(8)
25%
$(100.0)
$7.4
$150.0
$14.9
Market composite(9)
25%
83%
100%
175%
119.2%
(1)
For each performance measure, there is no payout at or below the threshold. For each performance measure, the payout would be 200% for performance at or above the maximum. However, the overall payout for the aggregate annual incentive plan is capped at 150% of target. For performance between defined levels, the payout is interpolated.


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COMPENSATION DISCUSSION AND ANALYSIS

(2)
After-tax adjusted operating income is defined as net income adjusted to exclude after-tax net realized investment gains or losses and certain other items specified in the reconciliation of non-GAAP (generally accepted accounting principles) financial measures attached hereto as Appendix A.
(3)
Consolidated adjusted operating return on equity is calculated by taking after-tax adjusted operating income and dividing it by the average of the beginning- and end-of-year stockholders’ equity adjusted to exclude the net unrealized gain or loss on securities and the net gain on cash flow hedges.
(4)
Earned premium is calculated for our core operations (Unum US, Unum UK, and Colonial Life).
(5)
Customer Experience is based on the quality of our customers' experiences and includes measures which focus on areas that impact customer loyalty and satisfaction.
(6)
The operating expense ratio is equal to operating expenses as a percentage of earned premium (or total company expense over total company earned premium) inclusive of Closed Block and the Corporate Segment.
(7)
Net investment income reflects the impact of investment results on after-tax adjusted operating income. Net investment income excludes interest on policy loans, investment income on floating rate securities backing floating rate debt, investment income on index-linked securities which support claim reserves that provide for index-linked claim payments, variances to plan for asset levels and specified portions of miscellaneous net investment income, and includes investment income related to investments managed by Unum supporting reserves related to a block of individual disability business assumed through a modified coinsurance agreement.
(8)
Avoided losses are calculated by multiplying an industry standard weighted default rate by Unum’s total credit exposure and comparing to Unum’s actual investment losses.
(9)
Market composite consists of comparing the average of three targets: (1) credit spreads on purchases to a specified benchmark, (2) yields on purchases to a specified benchmark, and (3) realized investment losses to a specified peer group.

Each performance target has been selected because the Committee believes it is an appropriate driver of long-term shareholder value:
Incentive Metric
 
Purpose
 Sales
 Earned Premium
ð
Measures growth and competitiveness of the business
 After-Tax Adjusted Operating Income
 Net Investment Income for Investments
ð
Measures profitability achievement
 Operating Return on Equity
ð
Measures effectiveness of balancing profitability and capital management priorities
 Customer Experience
 Adjusted Operating Expense Ratio
ð
Measures effective and efficient customer service
Long-Term Incentive Targets
The achievement of a corporate performance threshold must be met before any award may be granted under the company’s long-term incentive program, as described on page 59. All of our NEOs received a portion of the long-term incentive grant in March 2017 in the form of Performance Share Units (PSUs). The PSUs will vest based on the achievement of three-year, prospective (2017-2019) average adjusted operating earnings per share and average adjusted operating return on equity goals, and the achievement will be modified (up to +/-20%) based on our total shareholder return (TSR) relative to eight members of our "PSU Peer Group." These eight companies (Aflac, Hartford Financial Services, Lincoln Financial, MetLife, Principal Financial, Prudential Financial, Torchmark and Voya Financial) were selected because they are considered to be direct business competitors of Unum (see discussion beginning on page 53 for the differences between our Proxy Peer Group and PSU Peer Group). We believe it is appropriate to modify these awards based on relative TSR performance, since Unum’s individual TSR performance directly affects the value of the equity awards. The table below


2018 PROXY STATEMENT
61


COMPENSATION DISCUSSION AND ANALYSIS

outlines the three-year performance targets established by the Committee for the PSU grants made in March 2017.
TARGETS FOR PERFORMANCE SHARE UNITS (PSUs) GRANTED IN 2017
Corporate 
Performance Factors
Driver of 
Shareholder Value
Component
Weighting
Threshold
Target
Maximum
Average 3-year Adjusted Operating Return on Equity (2017-2019)
Capital Management
Effectiveness
50%
8.10%
10.80%
12.42%
Average 3-year After-Tax Adjusted Operating 
EPS (2017-2019)
Profitability
50%
$3.22
$4.30
$4.95
Relative Total Shareholder Return
Modifier
Percentile
-20% @
35th
0 @
50th
+20% @
75th
Items Excluded When Determining Company Performance
When pre-establishing the performance measures and weightings for 2017, the Committee determined that the effect of certain items not included in the 2017 financial plan would be excluded from the calculation of the company’s performance, for purposes of both the annual and long-term incentive plans, should they occur. These criteria are the same ones that we used in 2016 and the Committee has also approved them for use in the 2018 plans as well. These items are:
Unplanned adjustments resulting from accounting policy changes, legal, tax or regulatory rule or law changes;
The impact of any unplanned acquisitions, divestitures, or block reinsurance transactions;
Unplanned adjustments to the Closed Block of business;
The effect of any unplanned regulatory, legal, or tax settlements;
The effect of unplanned changes to strategic asset allocation;
Unplanned debt issuance, repurchasing or retirement; or stock repurchase or issuance;
The effect of differences between actual currency exchange rates versus exchange rates assumed in the financial plan;
Unplanned fees or assessments, including tax assessments, from new legislation; and
The effect on revenue from unplanned variances from floating rate securities and index-linked securities.
In addition to the above, the Committee also approved the exclusion of the following items for the 2018 plans:
The effect of market value adjustments in Net Investment Income; and
For the Investment plan only, the effect of lost income from bond calls.
The Committee believes it is appropriate to exclude these items because they: (1) are unusual or infrequent in nature, (2) do not directly reflect company or management performance, or (3) could serve as a disincentive to capital management or other decisions which are in the best interest of the company and shareholders.


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COMPENSATION DISCUSSION AND ANALYSIS

Applying these criteria, the Committee adjusted the annual incentive plan performance calculations for the impact of the following seven items on our 2017 financial results that were not included in the 2017 financial plan from which the targets were initially derived:
The effect of revaluation of the net deferred tax liability as a result of tax reform (impact to earnings and equity);
The effect of increased sales resulting from an update to the New York disability law for paid family leave (this reduced the sales performance achievement);
The effect of unplanned acquisition expenses, the majority of which were related to Pramerica Życie TUiR SA (impact to earnings, operating expense ratio, and equity);
The effect of a reserve increase related to the settlement with a third party regarding unclaimed death benefits (UDB) (impact to earnings and equity);
The effect of differences between actual stock repurchases and the amount assumed in the financial plan (actual repurchases were slightly higher than plan and the impact was immaterial);
The effect of differences between actual foreign currency rates and the exchange rates assumed in the financial plan; and
The impact of a loss from a guaranty fund assessment (impact to earnings and equity).
As outlined above, the overall positive impact due to tax reform was removed from our 2017 annual incentive plan results. Expected changes due to tax reform have been built into our 2018 annual incentive plan targets.
Each year, the Committee also undertakes an overall assessment of the results while also maintaining the discretion to make final adjustments. Any adjustments are based on a review of the actual achievement for each performance measure compared to the annual incentive targets listed on page 60, as well as a qualitative assessment of results. For 2017, the Committee also made an adjustment in consideration for the impact of an individual disability income (IDI) reserve release which reduced the aggregate annual incentive payout by approximately 3%. The resulting annual incentive plan achievement levels for 2017 are shown in the table below.
The achievement levels for 2017 were used in calculations for annual incentive awards described in the "Compensation Decisions" section below.
ANNUAL INCENTIVE PLAN ACHIEVEMENT LEVELS
Plan
2017

   Unum Group
120
%
   Investments
118
%
Compensation Decisions
Annual Base Salary
Salaries for our NEOs are established based on their position, skills, experience, responsibility, and performance. Competitiveness of salary levels is assessed annually relative to the approximate median of salaries in the marketplace using the sources noted beginning on page 52 for similar executive positions. Increases may be considered for factors such as changes in responsibilities, individual performance, and/or


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COMPENSATION DISCUSSION AND ANALYSIS

changes in the competitive marketplace. In early 2017, the Committee approved base salary increases for NEOs as outlined in the following table. For a discussion of 2018 salary adjustments, see "2018 Compensation Decisions" beginning on page 69.
2017 ANNUAL BASE SALARY DECISIONS
Name
2017
2016
Change
Mr. McKenney
$1,000,000
$1,000,000
Mr. McGarry
630,000
600,000
+5.0%
Mr. Simonds
615,000
600,000
+2.5%
Ms. Farrell
460,000
453,000
+1.5%
Ms. Iglesias
505,000
495,000
+2.0%
Setting Incentive Targets
For purposes of determining the amount of annual incentive and long-term incentive awards for our NEOs, the Committee establishes a target amount as a percentage of each executive’s salary, except that the long-term incentive target is set as an absolute dollar amount for the CEO. In establishing each target for 2017 awards, the Committee considered market data from the appropriate peer group as well as each individual’s target relative to other NEOs, given their respective levels of responsibility. In early 2017, the Committee approved annual and long-term incentive target award values for each NEO as outlined in the tables below. 
2017 ANNUAL INCENTIVE TARGET DECISIONS
Name
2017
2016
Change
Mr. McKenney
175%
175%
Mr. McGarry
100%
100%
Mr. Simonds
90%
90%
Ms. Farrell
120%
120%
Ms. Iglesias
75%
75%
2017 LONG-TERM INCENTIVE TARGET DECISIONS
Name
2017
2016
Change
Mr. McKenney
$5,500,000
$5,250,000
+4.8%
Mr. McGarry
175%
150%
+25 pts
Mr. Simonds
160%
150%
+10 pts
Ms. Farrell
110%
100%
+10 pts
Ms. Iglesias
125%
125%


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2018 PROXY STATEMENT




COMPENSATION DISCUSSION AND ANALYSIS

Annual Incentive Awards
Our annual incentive awards reward performance based on the achievement of both company and individual performance, which the Committee believes aligns compensation with the objectives of shareholders. The Annual Incentive Plan, under which 2017 annual incentive awards were granted, includes:
Eligibility for all non-sales employees to receive an annual incentive;
An Executive Officer Incentive Plan in which our NEOs participate; and
An objective performance threshold of $250 million of statutory after-tax operating earnings and other sources of cash flow available from the company’s insurance and non-insurance subsidiaries for the fiscal performance year that provides funding for incentive payments. This goal must be achieved before participants are eligible to receive an award. If the goal is not achieved, no awards are paid.
The decision making process to determine 2017 annual incentive awards was as follows:
392998699_annualincentiveflowchart2017.jpg 
(1)
The Committee exercises discretion as to the final percentage considering all performance factors, including, but not limited to, the quality of financial results. For details on adjustments for 2017, see page 62.
(2)
Individual performance may range from 0% to 125%.
Once it was determined that the performance threshold had been met for 2017, specific awards for our NEOs were arrived at by:
Applying the individual annual incentive targets, which had been set in early 2017, to each individual’s base salary;
Calculating company and business unit performance percentages by comparing actual results to the performance targets described beginning on page 58 (the Committee may also take into account other factors, including economic considerations as well as non-financial goals);
Establishing an individual performance percentage (from 0% to 125%) using the individual assessment process described beginning on page 55; and
Multiplying company and business unit performance by individual performance and the NEO’s annual incentive target.
The table below sets forth the target incentive and the actual annual incentive awards approved by the Committee to our NEOs for 2017 performance. For a discussion of 2018 annual incentive award targets, see "2018 Compensation Decisions" beginning on page 69.


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COMPENSATION DISCUSSION AND ANALYSIS

ANNUAL INCENTIVE PAID IN 2018
(for 2017 performance)
Executive
2017
Incentive
Target
(%)
  
Eligible
Earnings
($)
  
Company
Performance
(%)
  
Individual
Performance
(%)
  
2017 Annual
Incentive Paid
($)
Mr. McKenney(1)
175%
X
1,000,000
X
120%
X
115%
=
2,415,000
Mr. McGarry(1)
100%
X
623,077
X
120%
X
110%
=
822,462
Mr. Simonds(1)
90%
X
611,538
X
120%
X
120%
=
792,554
Ms. Farrell(2)
120%
X
458,385
X
118.5%
X
100%
=
651,822
Ms. Iglesias(1)
75%
X
502,692
X
120%
X
100%
=
452,423
(1)
Company performance for Messrs. McKenney, McGarry and Simonds and Ms. Iglesias was weighted 100% based on Unum Group performance.
(2)
Company performance for Ms. Farrell was weighted with 75% based on Investments and 25% based on Unum Group performance. Investments achievement was 118% and Unum Group achievement was 120%, resulting in overall achievement of 118.5%.
Long-Term Incentive Awards Granted in 2017
Our long-term incentive plan aligns the long-term interests of management and shareholders by tying a substantial portion of executive compensation directly to the company’s stock price. The grants to the NEOs in March 2017 were based on the Committee’s March 2017 assessment of their performance for the prior year.
The mix of awards for each NEO was 50% performance-based restricted stock units (PBRSUs) and 50% performance share units (PSUs). PBRSUs were awarded in 2017 based on the achievement of an after-tax statutory earnings threshold for 2016, as modified by individual achievement factors for 2016. They vest ratably over three years.
PSUs granted in 2017 vest based upon the achievement of three-year (2017-2019)