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Stock-Based Compensation
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Disclosure of Compensation Related Costs, Share-based Payments
Description of Stock Plans

Under the 2022 Stock Incentive Plan (the 2022 Plan), up to 6.8 million shares of common stock are available for awards to our employees, officers, consultants, and directors.  Awards may be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units, and other stock-based awards.  Each award, under the 2022 plan is counted as 1.00 share. The exercise price for stock options issued cannot be less than the fair value of the underlying common stock as of the grant date. The maximum term of each stock option or stock appreciation right is ten years after the date of grant.  At December 31, 2024, approximately 5.0 million shares were available for future grants under the 2022 Plan.

Under the Stock Incentive Plan of 2017 (the 2017 Plan), which was terminated in May 2022 for the purposes of any further grants, up to 17.0 million shares of common stock were available for awards to our employees, officers, consultants, and directors. Awards could be in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance share units, and other stock-based awards. Each full-value award under the 2017 plan, defined as any award other than a stock option or stock appreciation right, were counted as 1.76 shares. Awards granted before the termination of the 2017 Plan remain outstanding in accordance with the plan's terms. Any shares subject to an outstanding award under the 2017 Plan that, after March 15, 2022, is not issued because the award is forfeited, terminates, expires or lapses without being exercised (as applicable), or is settled for cash, becomes available for issuance under the 2022 Plan. Stock options had a term of eight years after the date of grant and fully vested after three years.

We issue new shares of common stock for all of our stock plan vestings and exercises.

Stock Success Units (SSUs)
SSUs are classified as equity. As of December 31, 2024 and 2023, there were 86 thousand and 105 thousand shares of SSUs outstanding, respectively, with a weighted average grant date fair value of $18.78 per share. There were no issuances of SSUs during 2024, 2023, or 2022. During 2024, 19 thousand shares of SSUs were forfeited. SSUs vest over a six year period, beginning at the date of grant. One-third of the SSUs are eligible for accelerated vesting on a cumulative basis at the end of each of the one-, three-, and five-year service periods that began on January 1, 2021, if certain performance goals are achieved. Forfeitable dividends on SSUs are accrued in the form of cash. Compensation cost for SSUs subject to accelerated vesting due to the achievement of certain performance conditions at the end of the one-, three-, and five-year service periods is recognized over the implicit service period.

No SSUs vested during 2024 or 2022. The total fair value of SSUs that vested during 2023 was $1.9 million. At December 31, 2024, we had $0.3 million of unrecognized compensation cost related to SSUs that will be recognized over a remaining weighted average period of 0.5 years.

Performance Share Units (PSUs)
PSUs are classified as equity. There were no new tranches of PSUs issued during 2024, 2023, or 2022. Vesting for the PSUs occurred at the end of a three-year period and was contingent upon our achievement of prospective company performance goals and our total shareholder return relative to a board-approved peer group during the three-year period. Actual performance, including modification for relative total shareholder return, could have resulted in the ultimate award of 40 percent to 180 percent of the initial number of PSUs issued, with the potential for no award if company performance goals had not been achieved during the three-year period. Forfeitable dividend equivalents on PSUs were accrued as cash.

PSU shares represent aggregate initial target awards and accrued dividend equivalents and do not reflect potential increases or decreases resulting from the application of the performance factor determined after the end of the performance periods. At December 31, 2022, the three-year performance period for the 2020 PSU grant was completed and the related shares vested, but the performance factor had not yet been applied. The performance factor, which exceeded 100 percent, was applied during the first quarter of 2023 and resulted in the granting and vesting of an additional 245 thousand shares. We had no outstanding PSUs at December 31, 2024, 2023, or 2022 and there were no PSUs forfeited during 2024.
No PSUs vested during 2024 and the total fair value of PSUs vested during 2023 and 2022 was $5.8 million and $4.2 million, respectively. At December 31, 2024, we had no unrecognized compensation cost related to PSUs as there are no remaining PSUs outstanding. The estimated compensation expense was adjusted for actual performance experience and was recognized ratably during the service period when it became probable that the performance conditions would be satisfied. Compensation cost for PSUs subject to accelerated vesting at the date of retirement eligibility was recognized over the implicit service period.

The fair value of PSUs is estimated on the date of initial grant using the Monte-Carlo simulation model. Key assumptions used to value PSUs granted during 2020 are as follows:
Year Ended December 31, 2020
Expected Volatility (based on our and our peer group historical daily stock prices)23 %
Expected Life (equals the performance period)3 years
Risk Free Interest Rate (based on U.S. Treasury yields at the date of grant)0.85 %

Cash Incentive Units (CIUs)

CIUs are denominated and settled in cash, with each unit representing the right to receive one dollar. Vesting for the CIUs occurs at the end of a three-year period and is based upon prospective company performance measures and our total shareholder return relative to a board-approved peer group during the three-year period. We issued 9.5 million, 9.0 million, and 8.0 million CIUs during 2024, 2023, and 2022, respectively. However, actual performance, including the modification for relative total shareholder return, may result in an award of up to 200 percent of the initial number of CIUs issued.

Activity for CIUs, which are classified as a liability, is as follows:
Units
(000s)
Outstanding at December 31, 2023
17,028 
Granted
16,187 
Vested(13,442)
Forfeited(3,318)
Outstanding at December 31, 2024
16,455 

At December 31, 2024, the three-year performance period for the 2022 CIU grant was completed and the related shares vested, but the performance factor had not yet been applied. The performance factor will be applied during the first quarter of 2025, with payments of awards at that time. Granted and vested amounts in the preceding table also include an adjustment to reflect the application of the performance factor to the 2021 CIU grant, which occurred during the first quarter of 2024.

At December 31, 2024 and 2023 the liability for CIUs was $36.2 million and $37.7 million, respectively. CIU payments made during 2024 totaled $13.9 million There were no CIU payments made during 2023 and 2022. At December 31, 2024, we had approximately $1.1 million of unrecognized compensation cost related to CIUs that will be recognized over a weighted average period of 1.7 years. The estimated compensation expense is adjusted for actual performance experience and is recognized ratably during the service period, or remaining service period, if and when it becomes probable that the performance conditions will be satisfied. Compensation cost for CIUs subject to accelerated vesting at the date of retirement eligibility is recognized over the implicit service period.
The fair value of CIUs is estimated at each reporting period using the Monte-Carlo simulation model. Key assumptions used to value CIUs granted are as follows:
Assumptions as of the Year Ended December 31, 2024
2024 Grant2023 Grant
Expected Volatility (based on our and our peer group historical daily stock prices)30 %30 %
Expected Life (equals the performance period)2 years1 year
Risk Free Interest Rate (based on U.S. Treasury yields at the date of grant)4.25 %4.19 %

Assumptions as of the Year Ended December 31, 2023
2023 Grant2022 Grant
Expected Volatility (based on our and our peer group historical daily stock prices)30 %27 %
Expected Life (equals the performance period)2 years1 year
Risk Free Interest Rate (based on U.S. Treasury yields at the date of grant)4.26 %4.75 %

Assumptions as of the Year Ended December 31, 2022
2022 Grant2021 Grant
Expected Volatility (based on our and our peer group historical daily stock prices)30 %33 %
Expected Life (equals the performance period)2 years1 year
Risk Free Interest Rate (based on U.S. Treasury yields at the date of grant)4.26 %4.60 %

Restricted Stock Units (RSUs)

RSUs vest over a one to three-year service period, beginning at the date of grant, and the compensation cost is recognized ratably during the vesting period.  Forfeitable dividend equivalents on RSUs are accrued as cash. Compensation cost for RSUs subject to accelerated vesting at the date of retirement eligibility is recognized over the implicit service period.

Activity for RSUs, which are classified as equity, is as follows:
Weighted Average
SharesGrant Date
(000s)Fair Value
Outstanding at December 31, 20231,213 $35.51 
Granted825 49.57 
Vested(906)37.88 
Forfeited(145)40.71 
Outstanding at December 31, 2024987 44.31 

During 2024, 2023, and 2022, we issued RSUs with a weighted average grant date fair value per share of $49.57, $45.56, and $28.21, respectively. 

The total fair value of shares vested during 2024, 2023, and 2022 was $34.8 million, $49.9 million, and $28.0 million, respectively. At December 31, 2024, we had $26.5 million of unrecognized compensation cost related to RSUs that will be recognized over a weighted average period of 0.9 years.
Cash-Settled RSUs

Cash-settled RSUs vested over a one to three-year service period, beginning at the date of grant, and the compensation cost was recognized ratably during the vesting period. Forfeitable dividends on cash-settled RSUs were accrued in the form of cash. Compensation cost for cash-settled RSUs subject to accelerated vesting at the date of retirement eligibility was recognized over the implicit service period.
There were no issuances of cash-settled RSUs during 2024, 2023, and 2022.

The amount payable per unit awarded is equal to the price per share of Unum Group's common stock at settlement of the award, and as such, we measured the value of the award each reporting period based on the current stock price. The effects of changes in the stock price during the service period were recognized as compensation cost over the service period. Changes in the amount of the liability due to stock price changes after the service period were recognized as compensation cost during the period in which the changes occurred. There was no remaining liability for cash-settled RSUs at December 31, 2024 and 2023. There were no cash-settled RSU payments during 2024. Cash-settled RSU payments made during 2023 and 2022 were $1.1 million and $0.6 million, respectively. At December 31, 2024, we had no unrecognized compensation cost related to cash-settled RSUs as there are no remaining cash-settled RSUs outstanding.

Expense

Compensation expense for the stock based plans, as reported in our consolidated statements of income, is as follows:
Year Ended December 31
202420232022
(in millions of dollars)
Performance Share Units$— $0.3 $5.7 
Cash Incentive Units12.4 21.7 12.8 
Restricted Stock Units and Cash-Settled Restricted Stock Units34.5 40.6 32.7 
Stock Success Units0.1 0.9 0.9 
Other0.8 0.6 0.6 
Total Compensation Expense, Before Income Tax$47.8 $64.1 $52.7 
Total Compensation Expense, Net of Income Tax$41.6 $57.5 $47.3 
Cash received under all share-based payment arrangements for the years ended December 31, 2024, 2023, and 2022 was $6.0 million, $5.2 million, and $4.2 million, respectively.