UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

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Unum Group

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Table of Contents

NOTICE OF 2022 ANNUAL MEETING OF SHAREHOLDERS	1
A NOTE ABOUT NON-GAAP FINANCIAL MEASURES	2
FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES	4
PROXY SUMMARY	5
Voting Matters	5
Key Corporate Governance and Executive Compensation Items	7
Performance Highlights	9
Capital Generation for Shareholders	11
Total Shareholder Return	12
2021 CEO Compensation Summary	13
CORPORATE GOVERNANCE	16
Board Overview	16
Board Evaluation Process	19
Process for Selecting and Nominating Directors	20
INFORMATION ABOUT THE BOARD OF DIRECTORS	22
Director Nominees	22
Summary of Director Qualifications and Experience	28
Director Independence	29
Director Compensation	29
BOARD AND COMMITTEE GOVERNANCE	33
Corporate Governance Guidelines	33
Board Leadership Structure	33
Board Meetings and Attendance	34
Committees of the Board	34
Limits on Board and Audit Committee Service	36
The Board's Role in Risk Oversight	36
Director Retirement Policy	37
Compensation Committee Interlocks and Insider Participation	38
Related Party Transactions and Policy	38
Codes of Conduct and Ethics	39
OTHER GOVERNANCE MATTERS	40
Shareholder Engagement	40
Environmental, Social and Governance Matters	42
REPORT OF THE AUDIT COMMITTEE	48

COMPENSATION DISCUSSION AND ANALYSIS	51
Business and Performance Review	52
2021 Say-on-Pay Vote and Shareholder Outreach	55
Compensation Program Structure	55
Components of Executive Compensation	57
Annual and Long-Term Incentive Programs	58
Performance Assessment and Highlights	67
Roles of the Committee, Chief Executive Officer and Consultant	73
Compensation Policies and Practices	76
Retirement and Workplace Benefits	79
COMPENSATION COMMITTEE REPORT	82
COMPENSATION TABLES	83
2021 Summary Compensation Table	83
2021 Grants of Plan-Based Awards	85
2021 Outstanding Equity Awards at Fiscal Year-End	86
Vesting Schedule for Unvested Restricted Stock Units	87
2021 Option Exercises and Stock Vested	87
Current Value of Pension Benefits	88
Non-Qualified Deferred Compensation	89
POST-EMPLOYMENT COMPENSATION	90
CEO PAY RATIO	95
EQUITY COMPENSATION PLAN INFORMATION	96
OWNERSHIP OF COMPANY SECURITIES	98
Security Ownership of Certain Shareholders	100
ITEMS TO BE VOTED ON	101
Election of Directors	101
Advisory Vote to Approve Executive Compensation	101
Ratification of Appointment of Independent Registered Public Accounting Firm	102
Approval of the Unum Group 2022 Stock Incentive Plan	103
ABOUT THE 2022 ANNUAL MEETING	110
ADDITIONAL INFORMATION	115
APPENDIX A	118
Unum Group 2022 Stock Incentive Plan	118
APPENDIX B	134
Reconciliation of Non-GAAP Financial Measures	134

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 2022 Annual Meeting of Shareholders of Unum Group and at any adjournment or postponement thereof. Our proxy materials are first being mailed and made available electronically to shareholders on April 14, 2022.

2022 UNUM PROXY STATEMENT

ABOUT UNUM

Our Purpose

Helping the working world thrive throughout life’s moments.^TM

A Business for Good

In today’s economically volatile environment, financial protection benefits are more important than ever. As a Fortune 500 company and leading provider of workplace benefits, Unum helps millions of people gain access to essential disability, life, accident, critical illness, dental and vision benefits through the workplace. Employers of all sizes depend on us for the comprehensive benefits solutions they need to attract and support the people who keep their businesses growing. And their employees know they can count on us to be there during some of life’s most challenging times.

OUR CORE OPERATIONS
Unum US	Colonial Life	Unum International
A market leader in group and individual disability benefits in the U.S., one of the largest providers of group life and voluntary workplace benefits, and a growing dental and vision carrier.	A leading provider of voluntary worksite benefits, including disability, life, accident, critical illness, cancer, hospitalization, dental and vision coverage in the U.S.	Comprised of our European businesses. Unum UK is a leading provider of group income protection critical illness, life and dental coverages. Unum Poland provides group and individual life insurance.

Corporate Strategy

Our strategy is based on a deep appreciation of current and future market and customer needs, and our execution is designed to ensure the enterprise is maximizing time, effort and spend across a balanced portfolio of opportunities.

2022 UNUM PROXY STATEMENT

A LETTER FROM OUR BOARD OF DIRECTORS

April 14, 2022

Dear Fellow Shareholder:

At Unum, we’re grounded in our purpose to help the working world thrive throughout life’s moments. Through businesses in the U.S., U.K. and Poland, the company protects more than 43 million people and their families with our financial protection and workplace benefits. Last year, Unum paid $8.2 billion to help millions of individuals and their families through difficult times and we helped more than 178,000 companies protect and retain their employees while navigating many of the complexities of today’s regulatory environment.

Our purpose is a noble calling, and one that particularly resonates in our current environment. The pandemic has taken more than 6 million lives across the globe, including nearly 1 million in the U.S.^*, and we’ve seen the suffering of individuals and families first-hand. Through the end of 2021, Unum paid more than $500 million in COVID-related life claims and saw significant increases in disability claims and leaves administered. This, along with an uncertain economic environment, magnifies the unprecedented impact of the pandemic on our business.

Despite these disruptions, Unum delivered solid financial performance in 2021, highlighted by $891 million in after-tax adjusted operating income^** from $12 billion in revenue. Premium growth – a key metric in our business – remained positive, a testament to the value of the company’s products and strong reputation. Efforts to transform our business continued as we accelerated investments in digital capabilities, new products and our people. Service levels remained high as customers adopted new digital tools and interacted on their terms. In short, the operational agility and resiliency demonstrated by Unum and its people ensured the company’s ability to continue delivering on the expectations of customers.

These accomplishments demonstrate Unum’s capacity to deliver in a difficult environment and represent an improvement in total shareholder return over 2020 results. Yet, the company still faces a challenging environment highlighted by persistent negative investor perceptions surrounding the long-term care (LTC) insurance industry and concerns about the recent historically low interest rate environment. We believe these perceptions do not reflect the continued strong financial and operational performance of our Unum- and Colonial Life-branded core businesses and actions taken in our Closed Block. Recent steps to reinsure most of the closed individual disability business and accelerate the recognition of LTC statutory reserves provide greater predictability and enhanced performance of the Closed Block.

The company also continues to fund growth in meaningful ways. The launch of Unum Total Leave™ last year is a critical step in setting our leave management business on a sustainable growth path. Platforms like Unum HR Connect^® provide unique back-office capabilities that better integrate our offerings with our customers. Digital portals for our different brands make enrolling and managing benefits more modern and intuitive. Streamlined processes and new digital tools also play an important role in driving greater efficiency and financial flexibility.

Active management of the Closed Block and continued investments in growth – coupled with a history of strong performance in core business operations and the reintroduction late last year of share repurchases – give us confidence that the market will recognize the significant value of Unum as a solid investment over the long term.

As a Board, we believe a key factor to Unum’s success is a strong leadership team and engaged employees, and the company made significant investments on the talent front in 2021. Effective leadership transitions brought highly talented individuals to Unum to run key parts of our business and demonstrated our deep bench strength in other areas. Significant investments in an increasingly competitive talent market retained critical staff and bolstered Unum as a dynamic and compelling place to work and grow a career. New inclusion and diversity leadership injected a fresh approach and further supported our commitment to embed inclusion and diversity of thought into our strong work culture. These and other steps reinforce our goal of ensuring everyone at Unum remains well-equipped to achieve success.

*Data collected from the Johns Hopkins Coronavirus Resource Center.

**Non-GAAP financial measure, see Appendix B for reconciliation.

2022 UNUM PROXY STATEMENT

A LETTER FROM OUR BOARD OF DIRECTORS

Together, all of us at Unum recognize the obligations we have to all key stakeholders to deliver on our commitments. This focus on doing the right thing is the essence of We Are Unum, a core set of values we strive to live up to every day, along with our Code of Conduct. These principles guide our advocacy for greater access to benefits to meet the growing need for financial protection in our society. They underpin our commitment to supporting our local communities and reducing the impact we have on the environment. They instill an unwavering customer focus and the importance of personal responsibility. Collectively, they represent a pledge to operate with integrity and compassion.

The Board is committed to representing the interests of shareholders and driving Unum’s long-term success through good corporate governance. We take a thorough approach to governance that assesses performance and risk, demands regulatory compliance, provides insight on corporate strategy, and provides oversight of compensation, investment activity and other financial matters. We conduct a regular outreach and engagement program that enables us to receive valuable feedback from shareholders on a variety of topics. We also monitor Unum’s culture through feedback from employee engagement surveys, an ethics hotline and other processes so that the company remains true to its values. Recently, we welcomed Gale King as our newest director, part of our commitment to bringing fresh views and ideas to ensure we maintain a broad perspective and forward-looking vision.

As we look ahead, we recognize the important role Unum has in delivering the benefits and services people and companies count on every day. The resiliency of our more than 10,000 employees, the strength of our franchise and our continued investments in growth, we believe, are positioning Unum well for the longer term.

Thank you for your continued support of the company.

2022 UNUM PROXY STATEMENT

NOTICE OF 2022 ANNUAL MEETING

Notice of 2022
Annual Meeting of Shareholders

DATE: Thursday, May 26, 2022

TIME: 10:00 a.m. Eastern Daylight Time

VIRTUAL MEETING SITE

The 2022 Annual Meeting of Shareholders of Unum Group (the "company") will be a virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/UNM2022.

The Board of Directors (the "Board") has determined to hold a virtual-only Annual Meeting to facilitate shareholder attendance and participation by enabling shareholders to participate from any location and at no cost. We believe this is the right choice for the company, as it enables engagement with our shareholders, regardless of size, resources or physical location. We are committed to ensuring shareholders will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/UNM2022.

To attend the virtual meeting, you will need the 16-digit control number included on your Notice Regarding the Internet Availability of Proxy Materials ("Notice"), proxy card, voting instruction form, or legal proxy. The meeting webcast will begin promptly at 10:00 a.m. Eastern Daylight Time on May 26, 2022. We encourage you to access the meeting prior to the start time. Online check-in will begin approximately 15 minutes prior to the start time, and you should allow ample time for the check-in procedures. If you encounter any difficulties accessing the virtual meeting during the check-in or during the meeting, please call the technical support number that will be posted on the virtual meeting log-in page. For further details, see "About the 2022 Annual Meeting" beginning on page 110.

WHO CAN VOTE

Shareholders of record of the company’s common stock (NYSE: UNM) at the close of business on March 28, 2022, are entitled to vote at the meeting and any adjournment or postponement of the meeting.

VOTING ITEMS		Pg. #
	Election of the 12 Directors Named in this Proxy Statement	101
	Advisory Vote to Approve Executive Compensation	101
	Ratification of Appointment of Independent Public Accounting Firm	102
	Approval of the Unum Group 2022 Stock Incentive Plan	103

In addition to the voting items listed above, shareholders will transact any other business that may properly come before the meeting or any adjournment or postponement thereof. There will also be a report on the company's business.

HOW TO VOTE 

Your vote is important. We encourage you to vote your shares as soon as possible, even if you plan to attend the meeting online. Many of our shareholders may vote by following the instructions below to vote via the internet, by telephone, or, if you have received a printed version of these proxy materials, by mail.

INTERNET

www.proxyvote.com (if in advance of meeting)

Deadline: 11:59 p.m. Eastern Daylight Time, May 25, 2022

You may also vote your shares during the meeting at www.virtualshareholdermeeting.com/UNM2022.

TELEPHONE

1-800-690-6903 or the telephone number on your voting instruction form Deadline: 11:59 p.m. Eastern Daylight Time, May 25, 2022

MAIL

Vote Processing c/o Broadridge

51 Mercedes Way, Edgewood, NY 11717

Receipt due by close of business day on May 25, 2022

If the proxy materials you received do not have a 16-digit control number, you may vote by following the instructions on the Notice or voting instruction form that you received.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 26, 2022: The proxy statement and annual report to shareholders are available at www.proxyvote.com.

J. Paul Jullienne Vice President, Managing Counsel and Corporate Secretary April 14, 2022

2022 UNUM PROXY STATEMENT 1

A NOTE ABOUT NON-GAAP MEASURES

A Note About Non-GAAP Financial Measures

In this proxy statement, we present certain measures of our performance that are not calculated in accordance with generally accepted accounting principles in the United States of America (GAAP), which we use for purposes of setting executive compensation and evaluating our performance. Non-GAAP financial measures exclude or include amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP financial measures should not be viewed as substitutes for the most directly comparable financial measures calculated in accordance with GAAP, which are set forth below:

OPERATING RESULTS ($ in millions, except per share data) — GAAP FINANCIAL MEASURES
	Year Ended December 31
	2021	2020	2019
Net Income	$824.2	$793.0	$1,100.3
Net Income per share*	$4.02	$3.89	$5.24
Total Stockholders' Equity (book value)	$11,416.4	$10,871.0	$9,965.0
Total Stockholders' Equity (book value) per share	$56.37	$53.37	$49.10
Return on Equity	7.4%	7.6%	11.8%
*Assuming dilution

This proxy statement refers to the following non-GAAP financial measures, which we believe are helpful performance measures and indicators of revenue, profitability and underlying trends in our business:

ADJUSTED OPERATING RESULTS ($ in millions, except per share data) — NON-GAAP FINANCIAL MEASURES
	Year Ended December 31
	2021	2020	2019
After-Tax Adjusted Operating Income (1)	$890.7	$1,005.4	$1,140.6
After-Tax Adjusted Operating Income per share	$4.35	$4.93	$5.44
Book value, excluding AOCI (2)	$11,062.3	$10,496.8	$9,927.7
Book value, excluding AOCI, per share	$54.63	$51.54	$48.92
Adjusted Operating Return on Equity (3)	8.9%	10.7%	12.8%
Adjusted Operating Return on Equity (in core operations)	10.3%	14.1%	17.2%

(1) After-tax adjusted operating income is defined as net income adjusted to exclude after-tax investment gains or losses and the amortization of the cost of reinsurance as well as certain other items specified in the reconciliation of non-GAAP financial measures in Appendix B of this proxy statement. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives.

(2) We sometimes refer to book value, excluding accumulated other comprehensive income (AOCI), as "adjusted book value."

(3) Adjusted operating return on equity is calculated using after-tax adjusted operating income or loss and excludes from equity the unrealized gain or loss on securities and net gain on hedges.

Investment gains or losses and unrealized gains or losses on securities and net gains on hedges depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our company. We have exited a substantial portion of our Closed Block individual disability product line through the two phases of the reinsurance transaction that were executed in December 2020 and March 2021, respectively. As a

2 2022 UNUM PROXY STATEMENT

A NOTE ABOUT NON-GAAP MEASURES

result, we exclude the amortization of the cost of reinsurance that was recognized upon the exit of the business related to the ceded reserves for the cohort of policies on claim status. We believe that the exclusion of the amortization of the cost of reinsurance provides a better view of our results from our ongoing businesses. Book value per common share excluding AOCI, certain components of which tend to fluctuate depending on market conditions and general economic trends, is an important measure. We may at other times exclude certain other items from our discussion of financial ratios and metrics in order to enhance the understanding and comparability of our operational performance and the underlying fundamentals, but this exclusion is not an indication that similar items may not recur and does not replace the comparable GAAP financial measures in the determination of overall profitability.

For a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures, refer to Appendix B of this proxy statement.

2022 UNUM PROXY STATEMENT 3

FORWARD-LOOKING STATEMENTS AND WEBSITE REFERENCES

Forward-Looking Statements and Website References

Certain information contained in this proxy statement may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those not based on historical information, but rather relate to our outlook, future operations, strategies, financial results, goals (including environmental, human capital, and sustainability goals) or other developments. Forward-looking statements speak only as of the date made. We undertake no obligation to update these statements, even if made available on our website or otherwise. Actual results or outcomes could differ materially from those included in the forward-looking statements. Factors that could cause actual results to differ materially from those included in the forward-looking statements are discussed in our annual report on Form 10-K for the year ended December 31, 2021 and subsequent Securities and Exchange Commission filings.

Website references throughout this proxy statement are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

4 2022 UNUM PROXY STATEMENT

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 four business items to be voted on at the 2022 Annual Meeting of Shareholders of Unum Group (the "2022 Annual Meeting"). As it is only a summary, we encourage you to review the full proxy statement, as well as our annual report on Form 10-K for the year ended December 31, 2021 (the "2021 Form 10-K"), for more complete information about these topics.

Voting Matters

			Board's Recommendation	Page Reference
Item 1: Election of the 12 Directors Named in this Proxy Statement			FOR each nominee	101
Twelve director nominees are standing for election this year, each for a one-year term expiring at the 2023 Annual Meeting. Each director will hold office until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal from office. The Board and the Governance Committee believe each director nominee possesses the necessary skills and qualifications to provide effective oversight of the business. The director nominees are:
Director Nominee	Director Since	Independent	Committee Assignments
Theodore H. Bunting, Jr.	2013		Human Capital	Regulatory Compliance (Chair)
Susan L. Cross	2019		Audit	Risk and Finance
Susan D. DeVore	2018		Audit	Risk and Finance
Joseph J. Echevarria	2016		Governance	Risk and Finance (Chair)
Cynthia L. Egan	2014		Human Capital (Chair)	Regulatory Compliance
Kevin T. Kabat, Board Chairman	2008		Governance	Human Capital
Timothy F. Keaney	2012		Audit (Chair)	Risk and Finance
Gale V. King(1)	2022		Human Capital	Risk and Finance
Gloria C. Larson	2004		Governance (Chair)	Regulatory Compliance
Richard P. McKenney, President and CEO	2015	—	—
Ronald P. O'Hanley	2015		Governance	Human Capital
Francis J. Shammo	2015		Audit	Regulatory Compliance

(1) Ms. King joined the Board of Directors effective March 4, 2022 and will begin service on the Human Capital Committee and Risk and Finance Committee effective May 1, 2022.

2022 UNUM PROXY STATEMENT 5

PROXY SUMMARY

	Board's Recommendation	Page Reference
Item 2: Advisory Vote to Approve Executive Compensation	FOR	101
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 compensation decisions.
Item 3: Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	102
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for 2022, and shareholders are being asked to ratify the appointment.
Item 4: Approval of the Unum Group 2022 Stock Incentive Plan	FOR	103
The Board has adopted the Unum Group 2022 Stock Incentive Plan (the "2022 Plan"), and shareholders are being asked to approve it. The 2022 Plan is similar to our existing Stock Incentive Plan of 2017 but includes certain new terms and provisions that we believe are more representative of current compensation practices in our industry and among our peers.

6 2022 UNUM PROXY STATEMENT

PROXY SUMMARY

Key Corporate Governance and Executive Compensation Items

2021 Say-on-Pay Vote and Shareholder Outreach

Our 2021 shareholder advisory vote to approve executive compensation passed with 92% support. In 2021, as in prior years, we invited our top shareholders, representing approximately 60% of our outstanding shares, to engage with us on business, governance, and compensation matters. Four shareholders, representing approximately 10% of our outstanding shares, accepted our invitation for engagement, and we met with each of them. Another 10 shareholders, representing approximately 26% of our outstanding shares, responded that a meeting was not necessary. Our independent Human Capital Committee Chair was available upon request and joined two of the meetings.

During the 2021 outreach, we received specific feedback as follows:

• Positive commentary on our compensation design and pay structure for executives, as well as on our proxy statement disclosure;

• Complimentary feedback on the detailed disclosure and rationale of the 2020 Success Incentive Plan (SIP) awards set forth in our 2021 Proxy Statement;

• Recognition for integrating ESG factors into our decisions by signing the United Nations Principles for Responsible Investment; and

• Complimentary feedback on specific Board diversity disclosures.

Through these discussions, we were also able to confirm that shareholders would like us to continue:

• Providing a CEO Compensation Summary in our proxy statement to help investors understand how the Committee approaches its CEO compensation decisions (see page 13);

• Including Board demographics (specifically gender and ethnicity) in our Summary of Director Qualifications and Experience (see page 28);

• Enhancing our ESG disclosures to enable better understanding of our corporate sustainability strategy, initiatives, and progress (see page 42); and

• Aligning the long-term interests of management and shareholders with a mix of both short- and long-term incentives (see page 58).

We also met with one proxy advisory firm to provide an update on our shareholder engagement efforts and gain further insight into their views on our compensation and governance practices and disclosures. While we extended an invitation to another proxy advisory firm, they declined the meeting citing the lack of any governance or compensation concerns.

Overall, shareholders appreciated the opportunity to engage in these discussions. They also appreciated the company’s willingness to consider their input on both executive compensation and governance practices. We are committed to continuing our shareholder engagement in the future.

2022 UNUM PROXY STATEMENT 7

PROXY SUMMARY

Corporate Governance and Executive Compensation Practices

Executive Compensation Practices
	A pay-for-performance philosophy		Double-trigger provisions for severance
	Annual say-on-pay votes		Restrictive covenants in our long-term incentive grant agreements
	Programs that mitigate undue risk taking in compensation		Clawback provisions
	Independent compensation consultant to the Human Capital Committee		A balance of short- and long-term incentives
			Robust stock ownership and retention requirements
	No golden parachute excise tax gross-ups
			Relevant peer groups for benchmarking compensation
	Limited perquisites
			In-depth performance assessments of executives
	No NEO employment agreements

Board Practices
	All directors other than the CEO are independent, including the Board Chairman		High meeting attendance by directors (average attendance of 98% in 2021)
	All Board Committees fully independent		Limits on outside board and audit committee service
	Commitment to diversity at the Board level and within the enterprise

Governance Practices
	Annual election of directors		No supermajority vote requirements
	Majority vote requirement for directors (in uncontested elections)		Anti-pledging and anti-hedging policies applicable to executives and directors
	Proxy access rights
			Annual Board, committee, and individual director evaluations
	Shareholder right to call special meetings
			Regular executive sessions of independent directors
	Annual, proactive shareholder engagement
			No poison pill
	Independent Board chair
			Board-level oversight of ESG

8 2022 UNUM PROXY STATEMENT

PROXY SUMMARY

Performance Highlights

The pandemic has reinforced the social value of our business and highlighted our already strong value proposition with customers and brokers. As a leading provider of financial protection benefits in the United States, United Kingdom and Poland, we help protect millions of working people and their families from the financial hardships that can occur in the event of illness, injury, or loss of life. We also offer services that help companies manage workplace wellbeing and regulatory challenges.

Unum's financial performance continues to be impacted by the pandemic. Over the past two years, we experienced significant increases in COVID-based claims incidence in our group life and disability lines, as well as leaves administered through our leave management business, which is highlighted in the charts below. These increased volumes led to elevated expenses in key areas and a decrease in earnings for the year. While premium growth remained positive and improved throughout the year, buoyed by strong persistency, sales results continued to lag due to the competitive environment.

Despite these challenges, we delivered $824 million of net income. We continued to invest in new technologies, people, products and services to better serve customers and position our business to return to growth as the environment improves. Below are key financial performance measures from 2021. Additional measures, including those we use for annual and long-term incentive decisions, can be found beginning on page 58.

(1) After-tax adjusted operating results referenced here include non-GAAP financial measures. Information about the non-GAAP financial measures used in this proxy statement is set forth in “A Note About Non-GAAP Financial Measures” on page 2. For a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures, refer to Appendix B of this proxy statement.

(2) Excluding accumulated other comprehensive income.

2022 UNUM PROXY STATEMENT 9

PROXY SUMMARY

Operating Highlights

We delivered on our purpose of helping the working world thrive throughout life's moments in 2021. Unum paid $8.2 billion in benefits to people facing illness, injury or loss of life. Satisfaction metrics measuring our interaction with customers and partners were high. We also remained focused on enhancing the experience of our customers through leveraging technology, improving processes and training employees.

We accelerated our digital transformation in response to evolving customer expectations. We continue to invest in technologies that allow us to rapidly address market needs by creating new digital experiences for customers, automating business processes, tracking metrics, delivering new products and services to market faster, and improving satisfaction. By enhancing our digital capabilities, we enrich the experience for our customers and enhance the effectiveness of our people.

We managed our investment portfolio well despite the continued low interest rate environment. Our well-diversified portfolio focuses on consistent, predictable cash flows. Due to the nature of our business, we invest for the long term with a philosophy emphasizing sound risk management and credit quality. In early 2021, we signed the United Nations Principles for Responsible Investment, a step that demonstrates our commitment to expanded disclosure and an investment approach that more formally integrates ESG factors into our decisions.

Closed Block Management

The same skills that allow our core franchise to be successful also benefit our closed block of policies that we continue to service and support, but no longer actively market. Our Closed Block segment primarily consists of long-term care (LTC) policies and older individual disability policies.

LONG-TERM CARE PERFORMANCE 

We have actively managed this block with a combination of rate increases, updates to our liability assumptions to reflect emerging experience, prudent cash infusions, and reserve adjustments. Through these and other steps — including annual comprehensive adequacy reviews — we continue to take proactive measures to provide for the long-term stability of this block and promote transparency for our shareholders and customers.

Despite these continuing efforts, following an examination of one of our Maine-domiciled insurers, in 2020 the Maine Bureau of Insurance required us to establish additional LTC statutory reserves, permitting this to be done over a period of seven years. We view the additional statutory reserves as further increasing margin over our best estimate assumptions. In the last two years, LTC statutory reserves were increased by approximately $667 million, and we plan on accelerating the recognition of these additional required reserves.

INDIVIDUAL DISABILITY REINSURANCE TRANSACTION 

In the first quarter of 2021, we completed the second phase of a transaction to reinsure most of our Closed Block individual disability insurance business to a third party. Although we will continue to administer this block of business, the transaction freed up a significant amount of capital that enhances our financial flexibility and can be used to help fund future growth.

Environmental, Social and Governance Matters

We provide a critical financial safety net for millions of people, a fact that drives us to deliver for those who count on us. This focus on doing the right thing guides our approach to sustainability and social responsibility. Unum has a long tradition of engaging with shareholders, customers, employees, suppliers and communities on a variety of environmental, social and governance (ESG) matters.

The Governance Committee of the Board provides oversight and guides the company's sustainability strategy and initiatives. We have taken a number of steps in recent years to strengthen and mature our governance and disclosure of ESG matters. In 2021, we evaluated and discussed with the Board emerging risks to our business,

10 2022 UNUM PROXY STATEMENT

PROXY SUMMARY

including risks related to climate change, as well as increased regulatory focus on ESG issues. We also refreshed our Code of Conduct to reflect the current environment and evolving industry standards. And we continue to integrate ESG factors into our investment decisions.

We recently developed a corporate sustainability strategic framework to help create long-term value for stakeholders by implementing business strategies that focus on social, environmental, governance, and economic dimensions of doing business. Our strategic framework focuses on three areas where we believe Unum can add both societal and business value:

• Inclusive products and services – We strive to ensure that the financial security provided by our products and practices contributes to more inclusive communities.

• Responsible investments – Although we have long factored ESG considerations into a holistic assessment of risk when making investment decisions, we are taking steps to formalize and add transparency around the integration of ESG factors into our investment decisions. As evidence of our commitment, in early 2021, we signed the United Nations Principles for Responsible Investment.

• Reducing environmental impact – We recognize that minimizing our environmental footprint serves all, while positioning the company for the impacts of climate change and enhancing our ability to engage and attract employees and customers.

A more comprehensive discussion of our efforts and progress is published annually in our ESG report, which is available at www.unum.com/about/responsibility. See page 42 for more information about ESG.

Capital Generation for Shareholders

Despite the pandemic, we generated premium growth and strengthened our capital position in 2021, allowing us the opportunity to deploy capital in a number of ways.

• We invested in our people, products and technology to drive growth.

• We paid out $240.6 million in dividends, or $1.17 per share.

• We purchased $50 million of our shares in the fourth quarter of 2021, resuming our share repurchase program that we suspended in 2020 at the start of the pandemic.

Our credit ratings are reflective of our strong balance sheet, our favorable operating results, and our highly respected brand in the employee benefits market. In 2021, we received upgrades to our outlook from key rating agencies, a noteworthy achievement in this uncertain environment.

2022 UNUM PROXY STATEMENT 11

PROXY SUMMARY

Total Shareholder Return

While we continue to produce solid financial results in our core operations, the pandemic and uncertain economic environment continue to significantly disrupt our business. As described in "Performance Highlights" on page 9, dramatic increases over the last two years in our life and disability insurance lines, and leaves administered, have impacted our financial performance. We also face ongoing negative investor perceptions surrounding the long-term care (LTC) insurance industry, a dynamic that impacts us more than most of our peers due to our Closed Block segment.

Despite these challenges, Unum saw total shareholder return increase nearly 12% from 2020. While an improvement, these returns trailed our peers and we believe are not fully reflective of the ongoing strength of our franchise, capital position and core operations' performance. We have seen premiums and book value per share (excluding AOCI) increase throughout the pandemic, and have significant financial flexibility that allows us to continue investing to grow our business for the future.

In addition to our core operations, our Closed Block segment primarily consists of LTC policies and older individual disability policies that we continue to service and support. Through the active management of our Closed Block, we have taken steps to improve the performance and shareholder understanding of this legacy business. In 2021, we completed the second phase of a reinsurance transaction for our older individual disability block, which freed up significant capital that can be used to grow our business. In addition, our capital position and performance of our LTC block has allowed us to accelerate planned contributions to that block’s statutory reserves.

Over the last two years, the pandemic has highlighted the critical role and growing need for our products and services. We believe this, combined with our history of consistent execution, makes Unum an excellent long-term investment. We expect that the performance of our core franchise will again be recognized and ultimately drive long-term shareholder value.

TOTAL SHAREHOLDER RETURN				CORE OPERATIONS PREMIUM GROWTH (Billions)	BOOK VALUE PER SHARE (Excl AOCI)*
	1 Year	3 Year	5 Year
Unum	11.86%	(3.96)%	(33.1)%
Proxy Peer Group	28.85	58.49	44.72
S&P 500	28.71	100.37	133.41
S&P Life & Health Index	36.68	52.41	40.59

*Non-GAAP financial measure, see Appendix B for reconciliation.

12 2022 UNUM PROXY STATEMENT

PROXY SUMMARY

2021 CEO Compensation Summary

Our approach to CEO compensation aligns directly with our overall executive compensation philosophy and structure (see page 55). Richard P. McKenney serves as President and CEO of the company. His targeted total direct compensation is a combination of base pay plus short- and long-term incentives that are tied directly to performance goals. This structure supports the long-term successes of the company and the interests of our shareholders.

Mr. McKenney is subject to robust stock ownership requirements, including a requirement to own six times his base salary in stock. This helps to ensure that the long-term value of his compensation directly aligns with shareholders.

At the beginning of 2021 following discussion with Mr. McKenney, the Board approved his performance goals for the year, which included:

• Business and financial objectives;

• Strategic objectives;

• Talent management initiatives;

• Goals for building a culture of inclusion and diversity; and

• Operational effectiveness and efficiency targets.

In addition to carefully reviewing a self-assessment prepared by Mr. McKenney, the Human Capital Committee (the "Committee") and Board conduct a thorough evaluation of his performance against all objectives as well as a review of a number of professional and leadership characteristics and behaviors (discussed beginning on page 57).

As outlined in "Performance Highlights" on page 9, 2021 was a challenging year. The Committee and the Board recognized that Mr. McKenney guided the company through the year, delivering solid financial results. The Committee and the Board specifically highlighted Mr. McKenney's leadership in:

• Effectively guiding the company through an exceedingly challenging year of significant disruption from the pandemic;

• Proactively managing capital generation and deployment in an uncertain environment, positioning the company well to respond to future opportunities;

• Driving a proactive change agenda to steer the company through the ongoing evolutions of the workplace and prepare customers for a digitally focused future;

• Strengthening the company's commitment to integrity, sustainability and social responsibility while continuing to promote inclusion and diversity of thought, mental health and social justice throughout the company and externally; and

• Leading the company's ongoing efforts to responsibly manage its Closed Block of business.

While 2021 continued to be a difficult environment with respect to investor perceptions in the insurance industry surrounding long-term care (LTC), which continued to negatively impact our stock price, the Board has full confidence in Mr. McKenney's leadership as CEO and believes the company is well-positioned for long-term success through his actions.

2022 UNUM PROXY STATEMENT 13

PROXY SUMMARY

2021 Compensation Decisions

The "CEO Compensation Summary" table below depicts how the Committee views its decisions concerning Mr. McKenney’s compensation for 2021, compared to his 2020 compensation. It differs from the Summary Compensation Table (the "SCT") (see page 83) required by the Securities and Exchange Commission as follows:

• The "CEO Compensation Summary" table treats equity awards similar to how annual awards are treated in the SCT (which are based on the performance year to which the award relates). Therefore, the value of the long-term incentive (LTI) award granted in March 2022 based on performance in 2021 is shown as 2021 compensation. In contrast, the value of LTI awards in the SCT is based on the year in which the equity awards are granted. As a result, 2021 compensation in the SCT includes the value of Mr. McKenney’s LTI award granted in 2021;

• The table below excludes the 2020 Success Incentive Plan grant since this was a one-time award and not viewed as part of annual compensation; and

• The SCT includes amounts reported in the "All Other Compensation" column. Although regularly monitored by the Committee, these amounts were not considered when it made annual performance-based compensation determinations for 2021 and are therefore not shown in the presentation below.

The CEO Compensation Summary table is not a substitute for the required SCT found on page 83.

CEO COMPENSATION SUMMARY
Component	2020	2021
Base Salary	$1,050,000	$1,050,000
Annual Incentive Payout	1,812,462	2,646,000
Approved LTI Grant	7,500,000	8,400,000
Annual Compensation	$10,362,462	$12,096,000

ANNUAL INCENTIVE

Mr. McKenney's 2021 annual incentive payout of $2,646,000 was calculated by applying the company performance achievement under the plan formula (120% for 2021; see page 62) and Mr. McKenney’s individual performance factor (100% for 2021; see page 68).

The company faces ongoing negative investor perceptions surrounding the LTC insurance industry, a dynamic that impacts us more than most of our peers. Even so, the pandemic has shown that the need for our products and services has never been clearer, and continues to grow. The Committee believes that continued active management of our LTC block along with the strength of our franchise, capital position and operational performance will, over time, influence investor perceptions and drive long-term shareholder value. Given this, and its view that the company is positioned for long-term success, the Committee awarded Mr. McKenney an individual performance percentage of 100% for his 2021 annual incentive, which resulted in an actual award of $2,646,000. This is an increase of $833,538 from his 2020 payout, which was driven by an increase in the year-over-year company performance achievement from 80% to 120%.

LONG-TERM INCENTIVE

For 2021, 70% of Mr. McKenney's pay was in the form of long-term incentives (delivered through performance-based restricted stock units (PBRSUs) and cash incentive units (CIUs)). The value of the PBRSUs is based on the company’s stock price while the value of his CIUs is based on growth in adjusted book value and dividends, further modified by relative TSR. After consideration of Mr. McKenney's strategic leadership, his total target

14 2022 UNUM PROXY STATEMENT

PROXY SUMMARY

compensation competitiveness, his performance in 2021 and other considerations outlined above, the Committee awarded Mr. McKenney a grant of $8,400,000 for 2021 performance with no specific individual factor applied. This award, which was granted in 2022, is an increase of $900,000 over his award granted last year and remains below the median LTI target of our proxy peer group.

The design of our LTI program serves to align the interests of management and long-term shareholders. For example, this impact can be seen in the vesting of Mr. McKenney’s historical performance share unit (PSU) awards, which are not only realized at the company’s lower stock price but also modified based on relative TSR (up to +/- 20%). The business goals were achieved at 79.3%, with relative TSR at the lowest percentile, resulting in a 20% decrease for a final payout of 63.4%. The table below illustrates how the TSR modifier reduced the number of shares Mr. McKenney earned following the vesting of his 2019 PSU award for the performance period ending December 31, 2021 (see additional details on page 65).

PERFORMANCE IMPACT ON 2019-2021 PSU AWARDS

Executive

2019 Grant Date Fair Value(1)

Shares Eligible to Vest(2)

Operating Performance Factor(3)

Adjusted Shares

TSR Modifier

Earned Shares

Value of Earned Shares(4)

Value as % of Grant Date Fair Value(5)

CEO

$3,087,509

94,302

x

79.3%

=

74,781

x

80%

=

59,825

$1,724,157

55.8%

(1) This amount was calculated by multiplying Mr. McKenney’s target grant of 81,962 PSUs on the grant date, March 1, 2019, by the closing stock price of $37.67 on that date.

(2) This amount includes target PSUs granted and dividend equivalents accrued on the awards from the grant date until they were distributed in early 2022 when performance was certified by the Committee.

(3) “Operating Performance Factor” rounded to one decimal place.

(4) The PSU achievement was certified by the Committee on February 19, 2022. Given this was not a trading day, the shares were valued based on the prior day’s closing stock price of $28.82 (February 18, 2022).

(5) This value represents the “Value of Earned Shares” as a percentage of the “2019 Grant Date Fair Value”.

CASH SUCCESS UNIT AND STOCK SUCCESS UNIT VESTING

In February 2022, the Committee reviewed and certified that the performance hurdles were met for the performance period January-December 2021 for the 2020 Success Incentive Plan (SIP) grant. Therefore, the first one-third of cash success units (CSUs) and stock success units (SSUs) vested and were distributed. Mr. McKenney had a total of 61,501 SSUs and related cash dividends as well as $1,617,000 CSUs that vested. Details about the vesting of these awards can be found on page 66.

2022 Compensation

As previously disclosed, the Committee has a practice of positioning our executives’ pay below median pay of external peers as they are promoted into a role and gradually making adjustments to full competitive norms as performance and experience in the job grows. Mr. McKenney was promoted to President of the company in April 2015 and subsequently promoted to CEO the following month.

In February 2022, the Committee with its consultant, Pay Governance LLC, reviewed Mr. McKenney’s total targeted compensation relative to proxy peers and determined that his pay was 14% below median. After considering his experience, his performance in the CEO role, and the leadership that he has shown during his almost seven years in the role, the Committee decided to increase Mr. McKenney’s annual base salary by 5% to $1.1 million; annual incentive target from 210% to 230%; and long-term incentive target opportunity from $7.5 million to $8.4 million. These decisions reflect Mr. McKenney’s steady leadership and strategic positioning of the company. Even with these adjustments, Mr. McKenney’s targeted total direct compensation continues to be below the median of our proxy peer group.

2022 UNUM PROXY STATEMENT 15

CORPORATE GOVERNANCE

Corporate Governance

Board Overview

The Board of Directors is elected by shareholders to oversee their interests in the long-term health and overall success of the company’s business and financial strength. In addition, the Board has responsibility to the company’s policyholders, employees, and business partners and to the communities in which the company operates, all of which are essential to the company’s success. 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, performance, ethics, risk tolerance, human capital engagement, and culture, as well as important issues that it faces. These discussions take place with management and, as appropriate, with outside advisers who provide independent expertise, perspectives and insights. In addition, the independent members of the Board and its committees hold regular executive sessions without management present. Board members are also in ongoing communication with each other and with management between meetings.

Board Composition and Refreshment

The Board believes a critical component of its effectiveness in serving the long-term interests of shareholders is to ensure its membership remains diverse, possessing a variety of backgrounds, experiences and skill sets from which to draw. Fresh views and ideas help the Board to maintain a broad perspective and forward-looking vision capable of anticipating and adapting to the rapid pace of change, just as experience and continuity provide necessary context and stability for important decisions. With that in mind, the Governance Committee reviews the composition of the Board to ensure 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 such as evolving needs for Board composition or directors’ availability to make sufficient contributions to the Board) not to stand for re-election at the next Annual Meeting. It is expected these refreshment practices will continue in the future.

Since the beginning of 2015, we have experienced a healthy level of Board refreshment, with seven new directors joining the Board and eight retiring. While some companies have tenure limits on Board service, we believe our balanced approach delivers the right mix of directors with new ideas and perspectives along with those possessing deep knowledge of the company.

16 2022 UNUM PROXY STATEMENT

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 both our short- and long-term business strategies. These qualifications and attributes are evaluated on an annual basis and adjusted as needed so that they continue to serve the best interests of the company. The table below summarizes the qualifications and attributes that are important to Unum and addresses how the composition of our Board, as a whole, meets these needs.

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

2022 UNUM PROXY STATEMENT 17

CORPORATE GOVERNANCE

Board Tenure

Directors with varied tenure contribute to a range of perspectives and allow us to transition knowledge and experience from longer-serving members to those newer to our Board. We have a mix of new and long-standing directors, with our 12 director nominees averaging 7.7 years of service on the Board as of the 2022 Annual Meeting.

Board Diversity

Our Board is comprised of members with a range of backgrounds and overall experience. More than half are women or represent a minority group.

Although the Board does not have a specific diversity policy, it recognizes diverse representation on the Board, including in positions of leadership, serves to improve dialogue, decision-making, and culture in the boardroom. Our Governance Committee focuses on advancing continued diversity on the Board during refreshment activities by requiring that candidate pools include diverse individuals, including women, who meet the recruitment criteria. From the candidate pools, our Governance Committee selects director candidates based on their qualifications and attributes as addressed below. Our director nominees range from 53 to 72 years of age, with the average age being 63.3 years, as of the 2022 Annual Meeting.

*Tenure and age calculated as of the 2022 Annual Meeting. Tenure rounded to the nearest year calculated from date of first election.

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CORPORATE GOVERNANCE

Board Evaluation Process

A healthy and vigorous Board evaluation process is an essential part of good corporate governance. A thorough evaluation process helps us achieve the right balance of perspectives, experiences and skill sets needed for prudent oversight of the company, including execution on corporate strategy, while also considering the best interests of our shareholders. At Unum, this evaluation process includes annual evaluations of the Board, each committee, and individual directors.

The Governance Committee establishes and oversees the evaluation process, which focuses on identifying areas where Board, committee and director performance is most effective, as well as opportunities for further development or enhancement. Each year, the Governance Committee reviews the format and effectiveness of the evaluation process in identifying actionable feedback, recommending changes in process as appropriate. Determining whether to engage a third-party facilitator is also part of the review.

The evaluation process is conducted in two phases. The first phase focuses on the evaluation of the effectiveness of each committee and the Board as a whole. Directors complete questionnaires evaluating the Board and the committees on which they serve across a variety of topics, including culture, composition, structure and engagement. In recent years, Board members have provided feedback regarding corporate strategy, business resiliency programs, Board composition and structure, succession plans, future agenda items, meeting materials and director education. The second phase involves interviewing individual directors to collect feedback on peer directors’ performance. This phase is led by the Governance Committee Chair in advance and in anticipation of the nomination process, with key messages delivered to each director. This two-phased approach has generated robust discussions at all levels of the Board, and resulted in changes that have improved Board efficiency and effectiveness. For example, in recent years, these discussions have led to enhancements to Board diversity, meeting materials, director on-boarding, executive sessions, and Board member engagement.

2022 UNUM PROXY STATEMENT 19

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 Governance Committee periodically engages a third-party search firm to assist with recruitment efforts. During these times, the firm has been asked to identify candidates who meet the criteria of our search, provide requested background and other relevant information regarding candidates, and coordinate arrangements for interviews as necessary. Nominees may also be suggested by directors, management, or shareholders. Ms. King, who was elected to the Board in March 2022, was recommended to the Governance Committee by a third-party search firm.

Shareholders may recommend director candidates for consideration by the Governance Committee by providing the same information that would be required to nominate a director candidate, as described on page 115 in the section titled “Shareholder proposals and nominations for our 2023 Annual Meeting”. Submissions must be made in writing to the Corporate Secretary at Unum Group, 1 Fountain Square, Chattanooga, Tennessee 37402. The Governance Committee’s policy is to consider candidates recommended by shareholders in the same manner as other candidates.

Our corporate governance guidelines specify the following criteria to be used in evaluating the candidacy of a prospective nominee:

• Reputation for high ethical conduct, integrity, sound judgment, and accountability;

• Current knowledge and experience in one or more key areas identified in the corporate governance guidelines;

• Ability to commit sufficient time to the Board and its committees;

• Collegial effectiveness; and

• Diversity, whether in viewpoints, gender, race, ethnicity, age, professional experience or other demographics.

The core qualifications and attributes sought in any particular candidate depend on the current and future needs of the Board based on an assessment of the composition of the Board and the mix of qualifications and attributes currently represented. In addition, the Governance Committee considers other specific qualifications that may be desired or required of nominees, including their independence and ability to satisfy specific requirements for committees. As part of the director selection and nomination process, the Governance Committee assesses the effectiveness of its Board membership criteria.

In determining whether to recommend a director for re-election, the Governance Committee also considers the director’s interest in 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.

Annual Election of Directors

Directors are elected each year at the Annual Meeting for a one-year term expiring at the next Annual Meeting. Directors hold office until their successors are elected, or until their earlier death, resignation, disqualification, or removal from office. Other than requiring retirement from the Board at the next Annual Meeting after a director reaches age 75, there are no term limits. However, the Governance Committee evaluates the qualifications and performance of each incumbent director before recommending the nomination of that director for an additional term.

20 2022 UNUM PROXY STATEMENT

CORPORATE GOVERNANCE

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. The director in question will not participate in the Board’s decision.

2022 UNUM PROXY STATEMENT 21

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

Director since 2013 Age: 63 at Annual Meeting Independent Director COMMITTEES •   Human Capital •   Regulatory Compliance (Chair)	Theodore H. Bunting, Jr.
	Mr. Bunting retired as the Group President, Utility Operations of Entergy Corporation, an integrated energy company, where he previously served as Senior Vice President and Chief Accounting Officer. He has extensive financial, accounting and operational experience as a senior executive with a public company in a regulated industry. Mr. Bunting has experience as a director at other publicly traded companies and is also a certified public accountant.
	CAREER EXPERIENCE	QUALIFICATIONS
	Entergy Corporation Group President, Utility Operations (2012-2017) Sr. Vice President and Chief Accounting Officer (2007-2012) Numerous other executive roles (joined Entergy in 1983)	•   Accounting/Auditing •   Business Operations •   Capital Management •   Financial Expertise/Literacy •   Other Public Company Board Experience •   Public Company Executive Experience •   Regulatory/Risk Management
	PUBLIC COMPANY BOARD EXPERIENCE Infrastructure and Energy Alternatives, Inc., since 2021 The Hanover Insurance Group, Inc., since 2020 NiSource Inc., since 2018

Director since 2019 Age: 62 at Annual Meeting Independent Director COMMITTEES  •    Audit •    Risk and Finance	Susan L. Cross
	Ms. Cross is the former Executive Vice President and Global Chief Actuary of XL Group Ltd (now AXA XL), a global insurance and reinsurance company. She previously held various chief actuarial positions for operational segments of XL. Ms. Cross brings more than three decades of financial, actuarial, insurance and risk experience as a senior executive with an international company in a regulated industry. She is a director of another publicly traded company, and she also qualifies as an audit committee financial expert under SEC regulations.
	CAREER EXPERIENCE	QUALIFICATIONS
	XL Group Ltd. Executive Vice President and Global Chief Actuary (2008–2018) Senior Vice President and Chief Actuary, XL Group (2006–2008) XL Reinsurance (2000–2006) XL America (1999–2000) Significant consulting experience with Willis Towers Watson in the U.S. and Bermuda PUBLIC COMPANY BOARD EXPERIENCE Enstar Group Limited, since 2020	•   Accounting/Auditing •   Business Operations •   Capital Management •   Financial Expertise/Literacy •   Industry Experience •   International •   Other Public Company Board Experience •   Public Company Executive Experience •   Regulatory/Risk Management

22 2022 UNUM PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS

Director since 2018 Age: 63 at Annual Meeting Independent Director COMMITTEES •    Audit •    Risk and Finance	Susan D. DeVore
	Ms. DeVore retired as the Chief Executive Officer of Premier, Inc., a leading health care improvement company, after serving in that role from 2013 to May 2021. She previously served as President of Premier from 2013 to April 2019, and before that served as President and Chief Executive Officer for its predecessor company, Premier Healthcare Solutions, Inc. She also previously served as the Chief Operating Officer for a number of affiliated Premier entities. Prior to joining Premier, Ms. DeVore had two decades of finance, strategy and health care consulting experience. She also qualifies as an audit committee financial expert under SEC regulations.
	CAREER EXPERIENCE	QUALIFICATIONS
	Premier, Inc. CEO (2013 - May 2021) President (2013–April 2019)  Premier Healthcare Solutions, Inc. President and CEO (2009–2013) COO (2006–2009) Significant consulting experience with Ernst & Young LLP, including service as a Partner, Executive Committee member and Senior Healthcare Industry Management Practice Leader PUBLIC COMPANY BOARD EXPERIENCE Anthem, Inc., since 2021 Prior board service: Premier, Inc., (2013-2021)	•   Accounting/Auditing •   Business Operations •   Capital Management •   Corporate Governance/ESG •   Financial Expertise/Literacy •   Industry Experience •   Other Public Company Board     Experience •   Public Company Executive Experience •   Regulatory/Risk Management •   Technology/Digital Transformation

Director since 2016 Age: 65 at Annual Meeting Independent Director COMMITTEES  •    Governance •    Risk and Finance (Chair)	Joseph J. Echevarria
	Mr. Echevarria retired as the Chief Executive Officer of Deloitte LLP, a global provider of professional services, where he previously held increasingly senior leadership positions. He is currently a Senior Advisor to the President of the University of Miami, where he also serves as CEO of UHealth and Executive Vice President for Health Affairs. He brings to the Board significant experience in finance, accounting, global operations, executive management and corporate governance. Mr. Echevarria has experience as a director at other publicly traded companies and is also a certified public accountant.
	CAREER EXPERIENCE	QUALIFICATIONS
	University of Miami CEO of UHealth (since 2021) Executive Vice President for Health Affairs (since 2021)  Deloitte LLP CEO (2011–2014) Various executive positions during 36 years with Deloitte PUBLIC COMPANY BOARD EXPERIENCE The Bank of New York Mellon Corporation, since 2015 (Non-Executive Chair since September 2019) Pfizer Inc., since 2015 Xerox Holdings Corporation, since 2017	•   Accounting/Auditing •   Business Operations •   Capital Management •   Corporate Governance/ESG •   Financial Expertise/Literacy •   Industry Experience •   International •   Other Public Company Board Experience •   Regulatory/Risk Management

2022 UNUM PROXY STATEMENT 23

INFORMATION ABOUT THE BOARD OF DIRECTORS

Director since 2014 Age: 66 at Annual Meeting Independent Director COMMITTEES •    Human Capital (Chair) •    Regulatory Compliance	Cynthia L. Egan
	Ms. Egan retired as the President of T. Rowe Price Retirement Plan Services, Inc., a subsidiary of the global investment management firm T. Rowe Price Group, Inc. Prior to that, she held various executive positions at Fidelity Investments. She has significant operational experience in delivering complex financial products and services on a large scale, as well as experience in using technology to lead businesses through growth and operational transitions. Ms. Egan is and has been a director at other publicly traded companies.
	CAREER EXPERIENCE	QUALIFICATIONS
	U.S. Department of the Treasury Senior Advisor on the development of a Treasury-sponsored retirement savings program (2014-2015) T. Rowe Price Retirement Plan Services, Inc. President (2007-2012) Fidelity Investments Various leadership and executive positions, including President of the Fidelity Charitable Gift Fund (1989-2007) PUBLIC COMPANY BOARD EXPERIENCE BlackRock Fixed Income Fund Complex, since 2016 (73 funds) The Hanover Insurance Group, Inc., since 2015 (Chair since December 2020) Huntsman Corporation, since 2020 (Vice Chair and Lead Independent Director since January 2022) Prior board service: Envestnet, Inc. (2013-2016)	•   Business Operations •   Corporate Governance/ESG •   Financial Expertise/Literacy •   Industry Experience •   Investment Markets •   Other Public Company Board Experience •   Public Company Executive Experience •   Regulatory/Risk Management •   Technology/Digital Transformation

Director since 2008 Age: 65 at Annual Meeting Independent Director Chairman of the Board of Directors COMMITTEES •    Governance •    Human Capital	Kevin T. Kabat
	Mr. Kabat is Chairman of Unum’s Board of Directors, and the retired Chief Executive Officer and Vice Chairman of Fifth Third Bancorp, a diversified financial services company. He also served in numerous executive positions with Fifth Third. He has executive leadership experience, extensive financial, operating and strategic planning expertise and understands the importance of risk management and the challenges of managing a business in a highly regulated industry. Mr. Kabat also has experience serving on boards of publicly traded companies.
	CAREER EXPERIENCE	QUALIFICATIONS
	Fifth Third Bancorp CEO (2007–2015) President (2006–2012) Other executive roles, including with predecessor companies PUBLIC COMPANY BOARD EXPERIENCE NiSource Inc., since 2015 (Chair since May 2019) Prior board service: E*TRADE Financial Corporation (2016-2020, including Lead Independent Director from 2016-2020); Fifth Third Bancorp (2007-2016, including Executive Chairman from 2008–2010 and Executive Vice Chairman from 2012–2016)	•   Business Operations •   Capital Management •   Corporate Governance/ESG •   Financial Expertise/Literacy •   Industry Experience •   Other Public Company Board Experience •   Public Company Executive Experience •   Regulatory/Risk Management

24 2022 UNUM PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS

Director since 2012 Age: 60 at Annual Meeting Independent Director COMMITTEES •    Audit (Chair) •    Risk and Finance	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/ESG •   Financial Expertise/Literacy •   Industry Experience •   International •   Investment Markets •   Public Company Executive Experience •   Regulatory/Risk Management

Director since 2022 Age: 65 at Annual Meeting Independent Director COMMITTEES* •    Human Capital •    Risk and Finance *As of May 1, 2022	Gale V. King
	Ms. King is the former Executive Vice President and Chief Administrative Officer for Nationwide Mutual Insurance Company, a leading diversified insurance and financial services company, where she previously served as Executive Vice President and Chief Human Resources Officer and held a variety of other senior roles during her 37 years there. She has significant executive management and operational leadership experience, human capital management expertise, and an extensive background in driving strategy, change initiatives, and succession plans, all with a strong commitment to diversity, equity and inclusion. Ms. King also has experience serving on boards of publicly traded companies.
	CAREER EXPERIENCE	QUALIFICATIONS
	Nationwide Mutual Insurance Company Executive Vice President and Chief Administrative Officer (2012-2021) Executive Vice President and Chief Human Resources Officer (2009-2012) Senior Vice President, Property & Casualty Human Resources (2003-2009) PUBLIC COMPANY BOARD EXPERIENCE J.B. Hunt Transport Services, Inc., since 2020 AutoZone, Inc., since 2018	•   Business Operations •   Corporate Governance/ESG •   Financial Expertise/Literacy •   Industry Experience •   Other Public Company Board Experience •   Public Company Executive Experience •   Regulatory/Risk Management •   Technology/Digital Transformation

2022 UNUM PROXY STATEMENT 25

INFORMATION ABOUT THE BOARD OF DIRECTORS

Director since 2004 Age: 72 at Annual Meeting Independent Director COMMITTEES •    Governance (Chair) •    Regulatory Compliance	Gloria C. Larson
	Ms. Larson retired as the President of Bentley University, one of the leading business schools in the U.S. Prior to her tenure at Bentley, she held numerous leadership positions in the legal, public policy and business fields. She possesses extensive experience in public service and regulatory issues, corporate governance and advising clients in the course of practicing law. Ms. Larson also has experience serving on boards of publicly traded companies.
	CAREER EXPERIENCE	QUALIFICATIONS
	Harvard University Graduate School of Education President in Residence (2018–2019) Bentley University President (2007–2018) Foley Hoag LLP Law firm partner (1996-2007, including service as Co-Chair of Governmental Practices Group) Other leadership positions with the Commonwealth of Massachusetts (Secretary of Economic Affairs) and the Federal Trade Commission (Deputy Director of Consumer Protection) PUBLIC COMPANY BOARD EXPERIENCE Prior board service: Boston Private Financial Holdings, Inc. (2015-2021)	•   Business Operations •   Corporate Governance/ESG •   Financial Expertise/Literacy •   Other Public Company Board Experience •   Regulatory/Risk Management

Director since 2015 Age: 53 at Annual Meeting 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 Group President and CEO (since 2015) Executive Vice President and CFO (2009–2015) Sun Life Financial, Inc. Executive Vice President and CFO (2007-2009) Executive Vice President (2006-2007) PUBLIC COMPANY BOARD EXPERIENCE U.S. Bancorp, since 2017	•   Accounting/Auditing •   Business Operations •   Capital Management •   Corporate Governance/ESG •   Financial Expertise/Literacy •   Industry Experience •   International •   Other Public Company Board Experience •   Public Company Executive Experience •   Regulatory/Risk Management

26 2022 UNUM PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS

Director since 2015 Age: 65 at Annual Meeting Independent Director COMMITTEES •    Governance •    Human Capital	Ronald P. O'Hanley
	Mr. O’Hanley is the Chairman, President and Chief Executive Officer of State Street Corporation, a provider of financial services to institutional investors worldwide, having previously served as the President and Chief Operating Officer. Prior to that he served as the President and CEO of State Street Global Advisors, the investment management arm of State Street Corporation. He has deep executive management and operational experience within the financial services industry, both domestically and internationally, as well as experience leading investment, financial and risk functions at large, global organizations.
	CAREER EXPERIENCE	QUALIFICATIONS
	State Street Corporation Chairman, since 2020; President and CEO, since 2019 President and COO (2017–2018) 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. PUBLIC COMPANY BOARD EXPERIENCE State Street Corporation, since 2019 (Chairman since 2020)	•   Accounting/Auditing •   Business Operations •   Capital Management •   Corporate Governance/ESG •   Financial Expertise/Literacy •   Industry Experience •   International •   Investment Markets •   Other Public Company Board Experience •   Public Company Executive Experience •   Regulatory/Risk Management

Director since 2015 Age: 61 at Annual Meeting Independent Director COMMITTEES •    Audit •    Regulatory Compliance	Francis J. Shammo
	Mr. Shammo joined private equity firm Stonepeak Infrastructure Partners as a consultant in 2019. He retired in 2016 as Executive Vice President and Chief Financial Officer of Verizon Communications, Inc., a leading communications provider, prior to which he held increasingly senior leadership positions. He has significant executive management, financial, operational and risk management experience in the technology-heavy telecommunications industry, and has led business units with responsibility for sales, marketing and customer service for customers worldwide. He is also a certified public accountant and qualifies as an audit committee financial expert under SEC regulations.
	CAREER EXPERIENCE	QUALIFICATIONS
	Stonepeak Infrastructure Partners Consultant, since 2019 Verizon Communications, Inc. EVP and CFO (2010–2016) President and CEO, Verizon Telecom and Business (2010) President – Wireline (2009–2010) Other executive positions with Verizon and its predecessor, which he joined in 1989 PUBLIC COMPANY BOARD EXPERIENCE Prior board service: Avis Budget Group Inc. (2018-2020)	•   Accounting/Auditing •   Business Operations •   Capital Management •   Financial Expertise/Literacy •   International •   Other Public Company Board Experience •   Public Company Executive Experience •   Regulatory/Risk Management •   Technology/Digital Transformation

2022 UNUM PROXY STATEMENT 27

INFORMATION ABOUT THE BOARD OF DIRECTORS

Summary of Director Qualifications and Experience

This table provides a summary view of the key qualifications and attributes of each director nominee. The absence of a designation does not mean a director does not possess that qualification or attribute.

*Tenure and age calculated as of the 2022 Annual Meeting. Tenure rounded to the nearest year calculated from date of first election.

28 2022 UNUM PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS

Director Independence

Our corporate governance guidelines provide that a majority of the Board will be independent. For a director to be considered independent, the Board must determine the director has no material relationship with our company, and the director must meet the requirements for independence under the listing standards of the New York Stock Exchange (NYSE). The Board has also determined certain categories of relationships are not considered to be material relationships that would impair a director’s independence. These independence standards are listed in our corporate governance guidelines, which are available on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com.

The Governance Committee reviews information about the directors’ relationships and affiliations that are germane to an assessment of their independence and makes recommendations to the Board as to the independence of the directors. In making independence determinations, the Board considers all relevant facts and circumstances. In this regard, the Board considered that each of the non-employee directors (other than Mr. Keaney), or one of their immediate family members, is or was during the last three fiscal years a director, trustee, advisor, or executive or served in a similar position at another business that had dealings with our company during those years. In each case, these have been ordinary course dealings (e.g., where the other business obtains insurance policies from us or we acquire, dispose or receive interest on security investments or make payments for trustee, depository and commercial banking business relationships) involving amounts less than 1% of both our and the other business’ total consolidated revenues for such fiscal year or in which the director's interest arose only from his or her position as a director of the other business. None of our non-employee directors, or any of their immediate family members, is or was during the last three fiscal years, a director, executive, or employee of a charitable organization or university that received contributions from us (other than non-discretionary matching contributions) in excess of $120,000 in any one fiscal year.

Based on a review of the findings and recommendations of the Governance Committee and applying the standards described above, the Board has determined Mr. Bunting, Ms. Cross, Ms. DeVore, Mr. Echevarria, Ms. Egan, Mr. Kabat, Mr. Keaney, Ms. King, Ms. Larson, Mr. O’Hanley and Mr. Shammo are independent directors.

Mr. McKenney, our President and CEO, is not an independent director.

Director Compensation

The Human Capital Committee (the "Committee") reviews our non-employee director compensation annually and makes recommendations for any adjustments 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 groups: (1) the Proxy Peer Group described beginning on page 74 of this proxy statement; and (2) a general industry sample, which consisted of 122 companies for the Committee review held in December 2021. The Committee believes the companies in the general industry sample provide appropriate comparisons given that their market capitalizations and revenues are well aligned with those of the company (data below as of December 2020):

• Market capitalizations ranging from $5.8 billion at the 25th percentile to $20.4 billion at the 75th percentile (compared to Unum market capitalization of $4.7 billion); and

• Revenues ranging from $4.7 billion at the 25th percentile to $11.9 billion at the 75th percentile (compared to Unum revenues of $13.2 billion).

2022 UNUM PROXY STATEMENT 29

INFORMATION ABOUT THE BOARD OF DIRECTORS

The use of two groups provides an indication of director pay levels both within the insurance industry as well as the broader market. The Committee uses the approximate median of these groups as a reference point for setting director compensation.

The Committee's consultant provided its annual analysis of non-employee director compensation at the December 2021 Committee meeting. At that time, director compensation was slightly above the Proxy Peer Group median. Based on this review, the Committee’s consultant did not recommend any changes to cash or equity retainers.

Elements of Non-Employee Director Compensation in 2021

Non-employee directors receive cash retainers and equity awards as outlined in the following table:

NON-EMPLOYEE DIRECTOR COMPENSATION
	2021 Pay
All Directors
Annual cash retainer	$120,000
Annual restricted stock unit award	160,000
Committee Chairs
Additional annual cash retainer	25,000
Board Chairman
Additional annual cash retainer (paid 50% in cash and 50% in equity for 2021)	225,000

For new Board members, these amounts are prorated for partial-year service based on the date of election to the Board. Amounts may be deferred at the election of each director for payment in company common stock at a future date. Directors deferring cash compensation receive a number of deferred share rights equal to the number of whole shares of common stock that could be purchased for the deferred amount, based on the closing price of a share of common stock on the date the cash compensation would otherwise be payable.

Directors’ expenses for attending Board and committee meetings, or other meetings relating to company business, are paid by the company. Directors are eligible to participate in our employee matching gifts program. Under this program, we match up to $10,000 each year for eligible gifts to nonprofit organizations. Directors can also elect to contribute to the Unum Political Action Committee (PAC) through a deduction from their annual fees earned. For those who choose to make a contribution to the Unum PAC and take advantage of the matching contribution feature, the company will make a matching contribution to the qualifying charity of the Board member's choice up to the $10,000 matching gift limit.

Mr. McKenney is employed by the company and receives no additional compensation for his Board service.

2021 Compensation

Our Board compensation year starts at each Annual Meeting and runs to the next Annual Meeting. The annual Board and committee chair cash retainers and restricted stock unit awards are paid/granted annually in advance. The additional retainer for the Board Chairman is paid in the form of 50% cash and 50% equity. The following table provides details of the compensation of each person who served as a non-employee director during 2021.

30 2022 UNUM PROXY STATEMENT

INFORMATION ABOUT THE BOARD OF DIRECTORS

NON-EMPLOYEE DIRECTOR COMPENSATION
	Fees Earned or Paid in Cash(1)	Stock Awards(2)	All Other Compensation(3)	Total
Theodore H. Bunting, Jr.	$145,000	$160,012	$5,000	$310,012
Susan L. Cross	120,010	160,012	10,000	290,022
Susan D. DeVore	120,000	160,012	10,000	290,012
Joseph J. Echevarria	145,001	160,012	—	305,013
Cynthia L. Egan	145,000	160,012	10,000	315,012
Kevin T. Kabat	232,500	272,515	—	505,015
Timothy F. Keaney	145,000	160,012	—	305,012
Gale V. King(4)	—	—	—	—
Gloria C. Larson	145,000	160,012	10,000	315,012
Ronald P. O'Hanley	120,000	160,012	10,000	290,012
Francis J. Shammo	120,000	160,012	10,000	290,012

(1) Amounts represent retainers, including for service as Board Chairman and committee chairs, which were paid in 2021, either in cash or deferred shares, for 2021/2022 Board service.

Board members were given the opportunity to make a contribution to the Unum PAC from their fees earned. If the Board member elected to make a Unum PAC contribution, it was deducted from their cash fees and the remainder was paid in cash or converted to deferred share rights, based on the Board member's election. For those who chose to make a contribution to the Unum PAC and take advantage of the matching contribution feature, the company would make a matching contribution to the qualifying charity of the Board member's choice up to the $10,000 matching gift limit. For those who elect to have their Unum PAC contribution matched, the match is made in the next calendar year (i.e., in 2021 for the 2020 contribution or in 2022 for the 2021 contribution).

Ms. Cross and Mr. Echevarria each elected to defer their cash retainers, which were converted to deferred share rights with the value reflected in the table. 

(2) On May 27, 2021, each then-serving non-employee director was granted 5,170 restricted stock units (RSUs) under our Stock Incentive Plan of 2017. Mr. Kabat was granted an additional 3,635 RSUs for his service as Board Chairman. The amounts shown are the grant date fair market values of these units.

We account for stock-based payments under the requirements of Financial Accounting Standards Board (FASB) ASC Topic 718 "Compensation - Stock Compensation" (ASC 718). A complete discussion of the assumptions made as well as the financial impact of this type of compensation can be found in Notes 1 and 11 of the Consolidated Financial Statements in Part II, Item 8 of our Form 10-K for the year ending December 31, 2021.

The following table provides details of the unvested RSUs, including dividend equivalent units credited as additional RSUs, held by each non-employee director as of December 31, 2021. Deferred share rights are fully vested and not reflected in the table below.

Director Name	Number of Restricted Stock Units Held at Fiscal Year End	Director Name	Number of Restricted Stock Units Held at Fiscal Year End
Theodore H. Bunting, Jr.	5,293	Kevin T. Kabat	9,015
Susan L. Cross	5,293	Timothy F. Keaney	5,293
Susan D. DeVore	5,293	Gloria C. Larson	5,293
Joseph J. Echevarria	5,293	Ronald P. O'Hanley	5,293
Cynthia L. Egan	5,293	Francis J. Shammo	5,293

(3) The amounts shown represent the company’s matching gifts resulting from the directors’ charitable gifts. The Unum PAC matching gifts elections are reflected for those who chose to make a contribution to the Unum PAC during 2020 and chose to take advantage of the matching contribution feature during 2021. For those who made a Unum PAC contribution during 2021 and elected to have their Unum PAC contribution matched, the match will be made in 2022 and reflected in the Non-Employee Director Compensation table next year.

(4) Ms. King joined the Board effective March 4, 2022 and therefore did not receive any compensation during 2021.

2022 UNUM PROXY STATEMENT 31

INFORMATION ABOUT THE BOARD OF DIRECTORS

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 ownership requirement of $600,000). New directors have five years from the date of their election to meet the ownership requirement.

Non-employee directors are required to retain 100% of the shares they receive as director compensation until their ownership requirement is met and must thereafter continue to meet the ownership requirement after giving effect to any proposed disposition of shares.

The Committee annually reviews each director’s stock ownership level. If a director does not reach his or her ownership requirement within the time period provided, the Committee will determine whether action is appropriate. For purposes of calculating stock ownership, the greater of the spot price or the preceding 12-month average closing stock price is used to reduce volatility in outcomes. As of December 31, 2021, each of the 10 non-employee directors serving on the Board at that time met the ownership requirement.

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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.

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. As the non-executive Chairman, Mr. Kabat is also deemed the Lead Independent Director and, as such, has the responsibilities outlined in our corporate governance guidelines, including:

• Presiding at all meetings of the Board, including executive sessions of the non-management and independent directors;

• Communicating actions/issues arising from executive sessions to the CEO, as appropriate;

• Authority to call meetings of the independent directors;

• Authority to approve meeting schedules, agendas and information provided to the Board;

• Advising the Board on Board development, including Board and committee leadership succession planning;

• Unless otherwise determined by the Board, meeting with each director to evaluate the Board and committees and reporting this evaluation to the Governance Committee;

• When requested by the independent directors, hiring advisors to the independent directors, to be paid by the company;

• Receiving, through the Corporate Secretary, communications from shareholders seeking to communicate with the Board;

• Serving as a liaison to the independent directors; and

• If requested by major shareholders, ensuring he is available for consultation and direct communication.

The Board believes the current leadership structure provides significant independent oversight of management, as Mr. McKenney (our CEO and an employee of the company) is the only member of the Board who is not an independent director. The Board holds executive sessions, without management present, at each regularly scheduled in-person Board meeting. In 2021, 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.

2022 UNUM PROXY STATEMENT 33

BOARD AND COMMITTEE GOVERNANCE

Board Meetings and Attendance

The Board of Directors met six times during 2021. Depending upon committee assignments, a director generally had 14 to 21 meetings to attend in 2021. Average director attendance at Board and committee meetings was 98%, and each incumbent director attended at least 94% of the total number of meetings of the Board and committees on which he or she served during the period of the director’s service in 2021.

Directors are expected to attend Annual Meetings. All current directors serving on the Board at the time of the 2021 Annual Meeting attended that meeting.

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 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 (some of which are listed under "Committee Responsibilities" below), each committee may be assigned additional tasks by the Board, and each is charged with reporting its activities to the Board.

BOARD MEMBERS AND COMMITTEES

	Audit	Risk & Finance	Governance	Human Capital	Regulatory Compliance
Theodore H. Bunting, Jr.				•	Chair
Susan L. Cross	•	•
Susan D. DeVore	•	•
Joseph J. Echevarria		Chair	•
Cynthia L. Egan				Chair	•
Kevin T. Kabat			•	•
Timothy F. Keaney	Chair	•
Gale V. King(1)		•		•
Gloria C. Larson			Chair		•
Richard P. McKenney
Ronald P. O'Hanley			•	•
Francis J. Shammo	•				•
2021 Committee Meetings	8	7	4	6	4

(1) Ms. King joined the Board of Directors effective March 4, 2022 and will begin service on the Human Capital Committee and Risk and Finance Committee effective May 1, 2022.

34 2022 UNUM PROXY STATEMENT

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COMMITTEE RESPONSIBILITIES

Listed below are certain areas of responsibilities for the Board's committees. For a complete listing of each committee's responsibilities, please refer to their charters located on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com.
Audit Committee(1)
•	Assists the Board in its oversight of the integrity of the company's financial statements and related disclosures and the effectiveness of the company's internal control over financial reporting.
•	Evaluates the qualifications, independence, and performance of the company's independent auditors, and has the sole authority to appoint and, if necessary, replace the company’s independent auditors.
•	Oversees the company's internal audit function.
•	Assists the Board in its oversight of the financial risks of the company.
•	Oversees the company's compliance with legal and regulatory requirements within the scope of the Audit Committee's responsibilities.
•	A more complete description of the responsibilities of the Audit Committee is included in the "Report of the Audit Committee" on page 48.
Governance Committee(2)
•	Assists the Board in implementation and oversight of our corporate governance policies. The Governance Committee identifies qualified candidates for the Board and recommends the individuals to be nominated by the Board for election as directors.
•	Develops and recommends to the Board our corporate governance guidelines.
•	Oversees the process for Board and committee evaluations.
•	Advises the Board on corporate governance matters, including with respect to the size, composition, operations, leadership, succession plans and the needs of the Board and its committees.
•	Oversees and monitors the effectiveness of the company's sustainability program, including strategy and key initiatives concerning environmental, social, and governance (ESG) matters.
Human Capital Committee(3)
•	Assists the Board in oversight of our compensation and benefit programs, and related risks to support business plans, attract and retain key executives, and tie compensation to performance.
•	Establishes our general compensation philosophy, principles and practices.
•	Reviews and takes into consideration the results of any shareholder votes on executive compensation, including the results of the most recent shareholder advisory vote on executive compensation.
•	Evaluates and approves compensation and benefit plans.
•	Annually reviews performance and approves compensation of the CEO and other executive officers.
•	Reviews and recommends to the Board the form and amount of director compensation.
•	Oversees the company's development and implementation of, and monitors the effectiveness of, the company's policies and strategies relating to its human capital management function, talent management, inclusion and diversity, employee engagement and well-being, workplace environment and corporate culture, and employment practices.
Regulatory Compliance Committee(4)
•	Assists the Board in its oversight of regulatory, compliance, policy and legal matters and related risks and compliance with laws and regulations.
•	Monitors the effectiveness of our compliance efforts concerning applicable regulatory and legal requirements and internal policy.
•	Reviews and discusses with management any communication to or from regulators or governmental agencies and any complaints, reports and legal matters that raise significant issues regarding our compliance with applicable laws or regulations.
•	Monitors the investigation and resolution of any significant instances of noncompliance or potential compliance violations.

2022 UNUM PROXY STATEMENT 35

BOARD AND COMMITTEE GOVERNANCE

Risk and Finance Committee(5)
•	Assists the Board in oversight of our investments, capital and financing plans and activities, including dividends and borrowings, and related financial matters and the associated risks. It also oversees our enterprise risk management activities and other risks not specifically allocated to another committee.
•	Monitors, evaluates and recommends to the Board capital and financing plans, activities, requirements and opportunities.
•	Oversees implementation of and compliance with investment strategies, guidelines and policies.
•	Authorizes loans and investments of the company.
•	Oversees and receives reports concerning overall management of risks arising under the company's information security (including cybersecurity) and business resiliency (including disaster recovery and business continuity) programs.
•	Monitors, evaluates and makes recommendations regarding matters pertaining to our Closed Block segment, including long-term care business, that could have meaningful impact upon any of the matters for which the Risk and Finance Committee has oversight responsibility.

(1) All members of the Audit Committee meet the independence requirements of the SEC and the NYSE and our corporate governance guidelines. All four members of the Audit Committee are "audit committee financial experts" under SEC regulations, and are "financially literate" as required by the NYSE.

(2) All members of the Governance Committee meet the independence requirements of the NYSE and our corporate governance guidelines.

(3) All members of the Human Capital Committee (including Ms. King when she begins her committee service on May 1, 2022) meet the independence requirements of the NYSE for directors and compensation committee members and our corporate governance guidelines and are "non-employee directors" for purposes of Rule 16b-3 under the Securities Exchange Act of 1934.

(4) All members of the Regulatory Compliance Committee meet the independence requirements of our corporate governance guidelines.

(5) All members of the Risk and Finance Committee (including Ms. King when she begins her committee service on May 1, 2022) 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, except for our CEO, no director may serve on more than three public company boards in addition to our Board, or on more than two audit committees of public companies in addition to our Audit Committee. The company's CEO may not serve on more than one public company board in addition to our Board.

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, including financial risk, operational risk, and receives a report on these activities at least quarterly. The Risk and Finance Committee is also responsible for overseeing risks associated with investments, capital and financing plans and activities, and related financial matters, including those pertaining to our Closed Block segment, and any other risks not specifically allocated to another committee for oversight. In addition, the Risk and Finance Committee oversees risks arising under our information security and business resiliency programs, including cybersecurity, disaster recovery, and business continuity risks, although other committees oversee cyber-related operational risks as necessary to carry out their responsibilities. The Audit Committee is responsible for oversight of financial risk and continues to fulfill its NYSE-mandated responsibility to discuss guidelines and policies with respect to the process by which the company undertakes risk assessment and risk management. The full Board also takes an active role in overseeing cybersecurity risk, which has included participation in a progressive, cyber incident

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BOARD AND COMMITTEE GOVERNANCE

tabletop exercise with senior management and third-party experts to increase preparedness for a potential data breach. The Human Capital Committee is responsible for overseeing the management of risks relating to our compensation plans and programs and, as more fully described below, receives an annual report from the company’s Chief Risk Officer about these risks. The Regulatory Compliance Committee oversees management of risks related to regulatory, compliance, policy and legal matters, both current and emerging and whether of a local, state, federal or international nature. The Governance Committee assists the Board in implementation and oversight of the company's corporate governance policies and advises the Board on corporate governance matters and risks. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks in addition to the risk information it receives directly.

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 company’s incentive compensation programs, including any proposed changes;

• Receive reports from incentive program owners on risk assessment and management;

• Review and assessment of the 2021 annual incentive program and long-term incentive program performance measures for alignment with actual business results;

• Identification of fundamental principles to test, including the SEC’s non-exclusive list of situations where compensation programs may have the potential to raise material risks to the company;

• Assessment of the incentive programs in light of the company’s primary risks (as disclosed in the company’s 2021 Form 10-K) and the company’s annual financial and capital plans; and

• Review reports to the Human Capital Committee regarding incentive compensation programs.

Based on this assessment, the following conclusions were reached by the Chief Risk Officer and presented to the Human Capital Committee:

• The company’s incentive program targets, thresholds, caps, metric weightings and payout curves are effective control mechanisms;

• The incentive plans are balanced and align the long-term interests of stakeholders and management;

• The program’s goals are effectively balanced and consistent with the risk levels embedded in the company’s financial and capital plans; and

• All potential awards are subject to Human Capital Committee discretion, and the company has a recoupment policy in place in the event of a material earnings restatement.

Accordingly, our Chief Risk Officer and the Human Capital Committee do not believe the company’s compensation programs create risks reasonably likely to have a material adverse effect on the company, and the programs fall within the range of the company's risk appetite.

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 75th birthday.

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BOARD AND COMMITTEE GOVERNANCE

Compensation Committee Interlocks and Insider Participation

During 2021, Ms. Egan and Messrs. Bunting, Kabat, and O'Hanley each served as a member of our Human Capital Committee. None of the members has served as an officer of the company, and during 2021 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 is responsible for notifying our general counsel of the facts and circumstances of the transaction. If the general counsel determines the proposed transaction is a related party transaction, it is submitted to the disinterested members of the Audit Committee for consideration at the next Committee meeting (or to the chair of the Committee if it is not practical to wait until the next meeting and the chair is not a related party to the transaction). The Committee considers all relevant facts and circumstances, including the benefits to the company, if the related party is an independent director or nominee, the potential effect of entering into the transaction on the director’s or nominee’s independence, any improper conflict of interest that may exist, the availability of other sources for the products and services, the terms of the transaction, and the terms available from or to unrelated third parties generally.

The transaction may be approved if it is determined in good faith not to be inconsistent with the best interests of the company and shareholders. Based on these procedures, the Committee approved the related party transaction described below. Certain types of transactions are deemed to be pre-approved by the Audit Committee, including executive officer and director compensation arrangements approved by the Board of Directors or the Human Capital Committee, indemnification payments and any transaction between the company and any entity in which a related party has a relationship solely as a director, less than 10% equity holder, or employee (other than an executive officer), or all of these relationships.

Transactions with Related Persons

For a portion of 2021, the company employed Charlene Glidden, who served as Vice President, Transformation Office Leader and is the sister-in-law of Michael Q. Simonds, the company's Executive Vice President, Chief Operating Officer. Before leaving the company in May 2021, Ms. Glidden received compensation of approximately $283,732 and participated in compensation and benefit arrangements generally applicable to similarly situated employees. Ms. Glidden did not report within Mr. Simonds' organization, and he was not involved in decisions concerning her compensation.

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BOARD AND COMMITTEE GOVERNANCE

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 are available on our investor relations website under the "Corporate Governance" heading at www.investors.unum.com. In the event we amend or waive any of the provisions of our codes applicable to our directors or executive officers, we intend to disclose them on this website to the extent required by SEC or NYSE rules.

Unum continuously strives to operate with the highest standard of excellence and fully understands that integrity and trust are central to all we do to support our customers and employees. This commitment was recognized externally, as Unum was named one of the World's Most Ethical Companies in both 2021 and 2022 by The Ethisphere Institute, a nonprofit that defines and measures corporate ethical standards.

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OTHER GOVERNANCE MATTERS

Other Governance Matters

Shareholder Engagement

In line with our commitment to open communication and transparency, a robust shareholder engagement process occurs throughout the year.

Our investor relations team maintains an open dialogue with the financial community, including our current shareholders. Quarterly earnings reports provide an opportunity to update the financial markets on the most recent financial results as well as strategy, capital management plans, and our outlook. The day after each quarterly earnings release, our executive management team, including the CEO, CFO and COO, hosts a conference call with the investment community with prepared comments on our results as well as a question and answer session.

After each quarterly release of earnings, the investor relations team and executive management participate in several financial services related conferences hosted by sell-side analysts or investment banking firms. During these sessions, we communicate with investors and shareholders, as well as investment analysts, in small group sessions and/or through management presentations. We also reach out to existing and prospective shareholders over the course of each quarter. Investors and shareholders are also invited to contact the investor relations team directly with questions regarding the company’s results and strategy.

In the late summer and early fall, representatives from our investor relations, legal and human resources teams invite our top shareholders to engage, which in 2021 represented approximately 60% of our outstanding shares. The focus of these meetings is to discuss our business strategy, governance process and compensation practices, as well as to learn about any other topics that are important to our shareholders. During 2021, four shareholders, representing approximately 10% of our outstanding shares, accepted our invitation for engagement. Shareholders representing approximately 26% of outstanding shares responded that a meeting was not necessary. Our independent Human Capital Committee Chair joined two of these meetings. In addition to shareholders, we also met with one proxy advisory firm to provide an update on our shareholder engagement efforts and gain further insight into their views on our compensation and governance practices and disclosures. Overall, these communications promote greater engagement with our shareholders on various corporate governance issues and provide a forum to share perspectives on our policies and practices.

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During the winter, we review the feedback we received during the shareholder meetings with both our Governance and Human Capital Committees, as well as with the full Board, and use it to enhance proxy disclosures and consider any recommended governance and compensation changes prior to the next Annual Meeting. Following our Annual Meeting in the spring, we review our shareholder voting results, consider compensation and governance trends and current best practices, and conduct follow-up meetings with shareholders to address any issues.

The company historically holds an annual investor outlook meeting to discuss our financial and capital plans for the coming year, and to update the financial community on our strategy. Most recently, the company held a virtual meeting on February 25, 2022; presentation materials related to that meeting may be found on the company's investor relations website under the "SEC Filings" heading at www.investors.unum.com or on the SEC’s website at www.sec.gov.

For additional information on feedback we received from our shareholders during our outreach efforts, refer to page 7.

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OTHER GOVERNANCE MATTERS

Environmental, Social and Governance Matters

We provide a critical financial safety net for millions of people, a fact that drives us to deliver for those who count on us. This focus on doing the right thing guides our approach to sustainability and social responsibility. Unum has a long tradition of engaging with shareholders, customers, employees, suppliers and communities on a variety of environmental, social and governance (ESG) matters.

In 2021, we continued to strengthen and mature our governance and disclosure of ESG matters, building on the comprehensive sustainability assessment finalized in 2020. This included evaluating additional emerging risks to our business, including climate change, as well as increased regulatory focus on ESG issues. We also refreshed our Code of Conduct to reflect the current environment and evolving industry standards, and we continue to integrate ESG factors into our investment decisions.

The Governance Committee of the Board provides oversight and guides the company's sustainability strategy and initiatives. Strategic guidance is also provided by a Sustainability Steering Council comprised of senior officers, while a companion Sustainability Working Council of representatives from across the company provides oversight of specific initiatives.

Through this oversight, our corporate sustainability strategic framework provides a consistent approach to our ESG efforts, with goals focused on:

• Inclusive products and services;

• Responsible investment decisions; and

• Reducing our impact on the environment.

By implementing business strategies that align ESG issues with key economic drivers, we strive to create long-term value for investors, customers and our employees while benefiting our suppliers and the communities in which we operate.

We have also released a more comprehensive report of our progress. Our ESG report is available at www.unum.com/about/responsibility.

The Board's Role in ESG

As part of their oversight of the company's strategic direction and risk management, Board members monitor progress on Unum's ESG strategies and initiatives. Discussions with senior management focus on the rapidly changing landscape, opportunities for leadership, and execution against strategic goals and priorities.

The Board is committed to promoting the development of a strong corporate culture that reflects our customers and home communities. The Governance Committee is responsible for oversight of the ESG program and strategy, although other Board committees regularly discuss and oversee specific areas of investments, climate change, public policy, inclusion and diversity, corporate culture, employee engagement, and corporate social responsibility.

The Board also seeks to understand investor and stakeholder expectations, and the impact of Unum's business operations on these and other ESG-related issues.

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Good Governance and Responsible Business

We work to maintain a sound governance framework rooted in a culture of integrity and responsiveness to the long-term interests of our shareholders. Shareholder perspectives are valued by the Board and management as they consider the current governance landscape and shape our practices to keep pace with, if not stay ahead of, best practices. We list many of our governance practices on page 8.

This commitment to good governance was recently recognized externally, as Unum was once again named one of the World's Most Ethical Companies in 2022 by The Ethisphere Institute, a nonprofit that defines and measures corporate ethical standards.

CODE OF CONDUCT

Integrity and doing the right thing are embedded in our culture. Our Code of Conduct is a roadmap of nine principles for doing the right thing every time for our company, our customers, our colleagues and ourselves. It guides employees on how to abide by Unum's principles and access the resources available to address any ethical issues that may arise. We Are Unum is a collection of guiding statements that outline our expectations of employees and the commitments we make to them in return. We recently refreshed our Code of Conduct to reflect the current environment and evolving industry standards.

RESPONSIBLE INVESTING

Investment decisions on our $46 billion portfolio represent a significant component of our societal impact. Intensive research, disciplined processes and focused portfolio construction are foundational to our commitment to reliable investing. Our philosophy is to deliver consistent long-term investment returns while keeping risks at appropriate levels so we can deliver on our promises to policyholders and stakeholders. 

We strive to be responsible stewards of our assets within a framework of strong governance and transparency. This includes:

• Becoming a signatory in early 2021 to the United Nations Principles for Responsible Investment, a step that demonstrates our commitment to expanded disclosure and an investment approach that more formally integrates ESG factors into our decisions.

• Investing more than $700 million in ESG-related bonds and renewable energy projects that meet our stringent underwriting criteria.

Our research analysts have a strong understanding of the companies in which we invest and strive to take into account all relevant factors that contribute to informed investment decisions.

PRIVACY AND CYBERSECURITY

Unum employs security measures designed to protect the confidentiality of personal information our customers entrust to us. Ongoing smart investments are designed to keep our information security program, including cybersecurity, highly effective, providing physical, technical and administrative controls in line with industry best practices.

CUSTOMER EXPERIENCE

We continue to make investments in technology and our people to enhance the experience of our customers, and our goal is to continue delivering the best experience for those who rely on us for their employee benefit needs.

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OTHER GOVERNANCE MATTERS

Social Impact

Engaging with employees, community partners and in the public discourse are key ways we work to create better places to live and work.

OUR CULTURE AND HUMAN CAPITAL MANAGEMENT

WORKPLACE EXCELLENCE
Certified Great	Opportunity for All	Health & Wellbeing
Earned designation as a  Great Place to Work for  the third year in a row	Our commitment to equality has led us to be recognized as a leading employer for women, LGBTQ individuals, people with disabilities and new graduates (see page 47)	One of 50 companies recognized as a Best Employer for Excellence in Health & Wellbeing

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. We have modernized our workspaces to spark greater collaboration and innovation, and introduced upgraded food services and fitness amenities for employees.

We're also committed to providing the flexibility our employees need to thrive. Beginning in March 2020, and continuing throughout 2021, we operated in a primarily remote work environment to protect the health and safety of our people. In addition to providing technology and equipment to enable fully remote work, we also helped employees navigate the unique challenges of the pandemic by providing flexible work schedules and access to enhanced caregiver and mental health resources. With vaccinations generally available and virus rates stabilized in our communities, we began transitioning to a hybrid work environment in 2022 that provides employees the flexibility to split their schedules between remote and in-office work.

Work-life balance is a core value of ours, and we provide access to benefits and resources that employees need to enhance their health and wellbeing. We offer comprehensive health plans, annual screenings, onsite fitness and health resource centers at our primary facilities and programs that educate employees and help them manage chronic health issues, as well as generous retirement benefits. In 2021, we introduced new mental health resources for employees and continued offering wellbeing benefits such as online fitness classes and home office-based counselors. We also launched the Unum Employee Care Fund to provide grants to employees impacted by disasters.

Our company has a strong focus on training and professional development. All employees participate in an annual curriculum of training on our Code of Conduct (which covers a variety of topics including ethics, anti-harassment, regulatory compliance and our business practices), privacy, and information security. We also provide employees and managers a variety of training and development programs tailored to their specific roles and support the professional development of our employees through our tuition assistance program.

Through engagement surveys and regular pulse checks, we monitor corporate culture and develop action plans to drive improvement in specific areas. We also seek feedback from employees through these surveys, employee town halls and other opportunities. High participation in these efforts has allowed us to track measurable improvements in engagement, inclusion and diversity and other key metrics over time.

These and other steps have helped to attract and retain talent and ensure our employees are well-prepared to deliver best-in-class customer service. We’re also proud to have been recognized as a great place to work by

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OTHER GOVERNANCE MATTERS

several independent organizations and we will continue to make investments in our people and our culture to create a world-class workplace.

INCLUSION AND DIVERSITY

CULTURAL BELONGING
Equality	Disability Inclusion	Leadership
Named a Best Place to Work for LGBTQ Equality on the Corporate Equality Index (perfect score)	Named a Best Place to Work for Disability Inclusion on the Disability Equality Index	Committed to achieving gender  parity in leadership by 2030 as part of the Paradigm for Parity Coalition

We are committing greater resources to foster a workplace that welcomes diverse backgrounds and perspectives, and reflects our customers and our communities. Our commitment starts at the top, and we set inclusion and diversity performance goals for the CEO and senior leadership team. In 2021, we introduced a new inclusion and diversity (I&D) infrastructure to drive our collective responsibility for I&D at Unum. This infrastructure is centered around employee-led groups unified under an I&D Council that sets priorities and collaborates with our Office of Inclusion & Diversity to lead strategic, programmatic and systemic work to strengthen our culture of belonging. A variety of programming and training opportunities are available for all employees to learn about issues such as unconscious bias and inclusion in the workplace.

Racial equity and equality are core workplace values and principles. As a company, we will continue to engage in difficult conversations to make progress, while always remaining respectful and empathetic to each other. Since launching the Unum Social Justice Fund in 2020, we have contributed more than $700,000 to programs focused on systemic and policy change, training, economic justice and civic engagement. We also partner with local higher education institutions in the U.S. and U.K. to provide equitable opportunities for Black, Hispanic, Latino and socioeconomically disadvantaged students.

POSITIVELY IMPACTING OUR COMMUNITIES

COMMUNITY OUTREACH
$12.38 million	Our Caring Spirit	26,300 hours
Contributed to charitable causes in 2021	In 2021, we launched the CEO Community Award – A Caring Spirit, our highest level of recognition to honor employees who make a positive societal impact	Volunteered by employees to support our communities

We’re dedicated to building stronger communities in the places where we live and work. Through financial gifts and employee volunteering, we partner with community organizations to create equitable opportunities for education and workforce development, and promote healthier communities. We provide paid time off for employees to volunteer at company-sponsored activities and match employee giving to qualified organizations. Through these efforts, we support dozens of local charities every year.

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OTHER GOVERNANCE MATTERS

We have committed $3 million over the next three years to support those who are disproportionately at risk to adverse health outcomes. This includes partners with innovative and action-oriented health and wellbeing programs such as the Yellow Tulip Project, which seeks to remove stigma around mental health, and The Hygiene Bank in the U.K.

For more information about our community outreach, visit our website at www.careers.unum.com.

ADVOCATING FOR FINANCIAL PROTECTION 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 issue 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.

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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 understand and effectively manage our impact on the environment. Within our facilities, we have made significant strides in several areas to measure our impact and improve efficiencies to reduce our carbon footprint, including driving energy efficiencies, paper reduction and more efficient use of space. Through technology such as videoconferencing and remote access, and workplace flexibility initiatives, we also reduce employee travel to and from the office, and between our various locations. Ongoing employee education and engagement is key to these efforts.

External Recognition

Our commitment to ESG issues has been validated by several independent organizations through various workplace, governance and ethics recognition programs, including the below. 

 

 

 

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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 four current members are "audit committee financial experts" under SEC regulations.

The primary purpose of the Committee is to assist the Board in its oversight of the:

• Integrity of the company’s financial statements and related disclosures;

• Effectiveness of the company’s internal control over financial reporting;

• Compliance by the company with legal and regulatory requirements;

• Qualifications, independence and performance of the company’s independent auditor;

• Responsibilities and performance of the company’s internal audit function; and

• Financial risks of the company.

The Committee is also responsible for discussing guidelines and policies for how the company undertakes risk assessment and risk management. The Committee receives regular enterprise risk management (ERM) reports presented to the Risk and Finance Committee, as well as the Own Risk and Solvency Assessment (ORSA) summary report. The ORSA summary report provides strong evidence of the strengths of the company’s ERM framework, measurement approaches, key assumptions used in assessing our risks, and prospective solvency assessments under both normal and stressed conditions.

Management is primarily responsible for the preparation, presentation and integrity of the company’s financial statements and for the reporting process, including the establishment and effectiveness of the company’s internal control over financial reporting. The company’s independent auditor is responsible for performing an independent audit of the financial statements and of the effectiveness of the company’s internal control over financial reporting in accordance with auditing standards promulgated by the Public Company Accounting Oversight Board (PCAOB). The independent auditor reports directly to the Committee, which is responsible for the appointment, compensation, retention and oversight of the work performed by the independent auditor.

The Committee met eight times during 2021. The Committee regularly held executive sessions and met separately with its independent auditor, Ernst & Young, and with the internal auditors without management present.

In fulfilling its oversight responsibilities, the Committee reviewed and discussed with management and the independent auditor matters relating to the company’s accounting and financial reporting processes, including the internal control over financial reporting; reviewed and discussed with management and the independent auditor the company’s annual and quarterly financial statements and related disclosures in reports filed with the SEC; preapproved all audit services and permissible non-audit services performed by the company’s independent auditor; reviewed and discussed with management the responsibilities and performance of the internal audit function; discussed with management policies relating to risk assessment and risk management, as well as specific financial risks; and obtained and reviewed reports concerning the company’s policies and procedures for maintaining compliance with legal and regulatory requirements. In carrying out this responsibility, the Committee also monitors whether there is appropriate external and internal auditor focus each year on the company’s IT environment and controls, which in 2021 included internal audit plan coverage of cyber audits, information security and privacy risk as common scope elements of all audits, and an annual SOC 2 assessment.

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REPORT OF THE AUDIT COMMITTEE

The company’s internal audit function, under the direction of the chief auditor, reports directly to the Committee, which is responsible for the oversight of the work performed by the internal auditors. The internal auditors are responsible for, among other matters, conducting internal audits designed to evaluate the company’s system of internal controls. The Committee received regular status reports from the internal auditors concerning the overall scope and plans for their audits. The Committee met with the internal auditors, with and without management present, to discuss their audit observations and findings, management’s responses, and their evaluation of the effectiveness of the company’s internal control over financial reporting. In 2021, a qualified, independent audit firm conducted an external quality assessment of the internal audit function and concluded that it "generally conforms" with applicable international standards, reflecting the highest rating possible. The Committee reviewed and discussed the results with the independent audit firm and the company's chief auditor.

The Committee reviewed and discussed with management the company’s audited financial statements for the year ended December 31, 2021, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant estimates and assumptions that could impact the amounts reported in the company’s financial statements, and the clarity of disclosures in the financial statements. The Committee reviewed and discussed with the independent auditor the overall scope and results of the independent audit and its judgments of the quality and acceptability of the company’s accounting principles. The Committee also engaged in discussions with management and the independent auditor concerning, among other matters, management’s assessment of reserve adequacy across all major business lines, which is presented to the Committee each year. The Committee discussed with the independent auditor the matters required to be discussed by applicable standards of the PCAOB. Under PCAOB standards requiring discussion of critical audit matters (CAMs) in auditor reports, the independent auditor discussed with the Committee a CAM relating to the company's reserves for long-term care policy and contract benefits, which is described in the independent auditor's report on the company's 2021 financial statements. During 2021, the Committee also discussed with management and the independent auditor emerging accounting standards and associated implementation plans. The Committee received the written disclosures and the letter from the independent auditor required by applicable requirements of the PCAOB regarding the auditor’s communications with the Committee concerning independence. In addition, the Committee discussed with the independent auditor matters relating to its independence, including consideration of whether the independent auditor’s provision of non-audit services to the company is compatible with the auditor’s independence.

Each year, the Committee evaluates the performance of its independent auditor, including the senior audit engagement team, and considers whether to retain the current independent auditor or consider rotating the engagement to a different audit firm. In doing so, the Committee takes into consideration a number of factors, including the professional qualifications of the firm and the lead audit partner, the quality and candor of the firm’s communications with the Committee and the company, and evidence supporting the firm’s independence, objectivity, and professional skepticism. The Committee and its chair are also directly involved in the selection of the independent auditor's lead engagement partner, who is required to rotate off the engagement after five years of service. Before the current lead engagement partner assumed this role in 2019 (at that time, a candidate), Committee members held discussions with the exiting partner, the candidate, and company management concerning the candidate's experience and qualifications for the role.

Based on its evaluation, the Committee has determined that the continued retention of Ernst & Young to serve as the company’s independent auditor is in the best interests of the company and its shareholders. Accordingly, the Committee appointed Ernst & Young as the company’s independent auditor for 2022. Ernst & Young has served as the company’s independent auditor since the merger of Unum and Provident in 1999, and before that served at various times as the independent auditor for the company and certain predecessor companies. Although the Committee has sole authority to appoint the independent auditor, the Committee recommended that the Board of Directors seek shareholder ratification of the appointment at the Annual Meeting as a matter of good corporate governance.

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REPORT OF THE AUDIT COMMITTEE

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, 2021 be included in the company’s Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

2021 Audit Committee

Timothy F. Keaney, Chair

Susan L. Cross

Susan D. DeVore

Francis J. Shammo

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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 2021.

• Richard P. McKenney, President and Chief Executive Officer

• Steven A. Zabel, Executive Vice President, Chief Financial Officer

• Michael Q. Simonds, Executive Vice President, Chief Operating Officer

• Lisa G. Iglesias, Executive Vice President, General Counsel

• Puneet Bhasin, Executive Vice President, Chief Information and Digital Officer

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COMPENSATION DISCUSSION AND ANALYSIS

Business and Performance Review

2021 Performance

The pandemic has reinforced the social value of our business and highlighted our already strong value proposition with customers and brokers. As a leading provider of financial protection benefits in the United States, United Kingdom and Poland, we help protect millions of working people and their families from the financial hardships that can occur in the event of illness, injury, or loss of life. We also offer services that help companies manage workplace wellbeing and regulatory challenges.

Unum's financial performance continues to be impacted by the pandemic. Over the past two years, we experienced significant increases in COVID-based claims incidence in our group life and disability lines, as well as leaves administered through our leave management business, which is highlighted in the charts below. These increased volumes led to elevated expenses in key areas and a decrease in earnings for the year. While premium growth remained positive and improved throughout the year, buoyed by strong persistency, sales results continued to lag due to the competitive environment.

Despite these challenges, we delivered $824 million of net income. We continued to invest in new technologies, people, products and services to better serve customers and position our business to return to growth as the environment improves. Below are key financial performance measures from 2021. Additional measures, including those we use for annual and long-term incentive decisions, can be found beginning on page 58.

 

(1) After-tax adjusted operating results referenced here include non-GAAP financial measures. Information about the non-GAAP financial measures used in this proxy statement is set forth in “A Note About Non-GAAP Financial Measures” on page 2. For a reconciliation of the most directly comparable GAAP financial measures to the non-GAAP financial measures, refer to Appendix B of this proxy statement.

(2) Excluding accumulated other comprehensive income.

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COMPENSATION DISCUSSION AND ANALYSIS

Operating Highlights

We delivered on our purpose of helping the working world thrive throughout life's moments in 2021. Unum paid $8.2 billion in benefits to people facing illness, injury or loss of life. Satisfaction metrics measuring our interaction with customers and partners were high. We also remained focused on enhancing the experience of our customers through leveraging technology, improving processes and training employees.

We accelerated our digital transformation in response to evolving customer expectations. We continue to invest in technologies that allow us to rapidly address market needs by creating new digital experiences for customers, automating business processes, tracking metrics, delivering new products and services to market faster, and improving satisfaction. By enhancing our digital capabilities, we enrich the experience for our customers and enhance the effectiveness of our people.

We managed our investment portfolio well despite the continued low interest rate environment. Our well-diversified portfolio focuses on consistent, predictable cash flows. Due to the nature of our business, we invest for the long term with a philosophy emphasizing sound risk management and credit quality. In early 2021, we signed the United Nations Principles for Responsible Investment, a step that demonstrates our commitment to expanded disclosure and an investment approach that more formally integrates ESG factors into our decisions.

Closed Block Management

The same skills that allow our core franchise to be successful also benefit our closed block of policies that we continue to service and support, but no longer actively market. Our Closed Block segment primarily consists of long-term care (LTC) policies and older individual disability policies.

LONG-TERM CARE PERFORMANCE

We have actively managed this block with a combination of rate increases, updates to our liability assumptions to reflect emerging experience, prudent cash infusions, and reserve adjustments. Through these and other steps — including annual comprehensive adequacy reviews — we continue to take proactive measures to provide for the long-term stability of this block and promote transparency for our shareholders and customers.

Despite these continuing efforts, following an examination of one of our Maine-domiciled insurers, in 2020 the Maine Bureau of Insurance required us to establish additional LTC statutory reserves, permitting this to be done over a period of seven years. We view the additional statutory reserves as further increasing margin over our best estimate assumptions. In the last two years, LTC statutory reserves were increased by approximately $667 million, and we plan on accelerating the recognition of these additional required reserves.

INDIVIDUAL DISABILITY REINSURANCE TRANSACTION

In the first quarter of 2021, we completed the second phase of a transaction to reinsure most of our Closed Block individual disability insurance business to a third party. Although we will continue to administer this block of business, the transaction freed up a significant amount of capital that enhances our financial flexibility and can be used to help fund future growth.

Capital Generation for Shareholders

Despite the pandemic, we generated premium growth and strengthened our capital position in 2021, allowing us the opportunity to deploy capital in a number of ways.

• We invested in our people, products and technology to drive growth.

• We paid out $240.6 million in dividends, or $1.17 per share.

• We purchased $50 million of our shares in the fourth quarter of 2021, resuming our share repurchase program that we suspended in 2020 at the start of the pandemic.

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COMPENSATION DISCUSSION AND ANALYSIS

Our credit ratings are reflective of our strong balance sheet, our favorable operating results, and our highly respected brand in the employee benefits market. In 2021, we received upgrades to our outlook from key rating agencies, a noteworthy achievement in this uncertain environment.

Total Shareholder Return

While we continue to produce solid financial results in our core operations, the pandemic and uncertain economic environment continue to significantly disrupt our business. As described in "2021 Performance" on page 52, dramatic increases over the last two years in our life and disability insurance lines, and leaves administered, have impacted our financial performance. We also face ongoing negative investor perceptions surrounding the long-term care (LTC) insurance industry, a dynamic that impacts us more than most of our peers due to our Closed Block segment.

Despite these challenges, Unum saw total shareholder return increase nearly 12% from 2020. While an improvement, these returns trailed our peers and we believe are not fully reflective of the ongoing strength of our franchise, capital position and core operations' performance. We have seen premiums and book value per share (excluding AOCI) increase throughout the pandemic, and have significant financial flexibility that allows us to continue investing to grow our business for the future.

In addition to our core operations, our Closed Block segment primarily consists of LTC policies and older individual disability policies that we continue to service and support. Through the active management of our Closed Block, we have taken steps to improve the performance and shareholder understanding of this legacy business. In 2021, we completed the second phase of a reinsurance transaction for our older individual disability block, which freed up significant capital that can be used to grow our business. In addition, our capital position and performance of our LTC block has allowed us to accelerate planned contributions to that block’s statutory reserves.

Over the last two years, the pandemic has highlighted the critical role and growing need for our products and services. We believe this, combined with our history of consistent execution, makes Unum an excellent long-term investment. We expect that the performance of our core franchise will again be recognized and ultimately drive long-term shareholder value.

TOTAL SHAREHOLDER RETURN				CORE OPERATIONS PREMIUM GROWTH (Billions)	BOOK VALUE PER SHARE (Excl AOCI)*
	1 Year	3 Year	5 Year
Unum	11.86%	(3.96)%	(33.1)%
Proxy Peer Group	28.85	58.49	44.72
S&P 500	28.71	100.37	133.41
S&P Life & Health Index	36.68	52.41	40.59

*Non-GAAP financial measure, see Appendix B for reconciliation.

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COMPENSATION DISCUSSION AND ANALYSIS

2021 Say-on-Pay Vote and Shareholder Outreach

Our 2021 shareholder advisory vote to approve executive compensation passed with 92% support. In 2021, as in prior years, we invited our top shareholders, representing approximately 60% of our outstanding shares, to engage with us on business, governance, and compensation matters. Four shareholders, representing approximately 10% of our outstanding shares, accepted our invitation for engagement, and we met with each of them. Another 10 shareholders, representing approximately 26% of our outstanding shares, responded that a meeting was not necessary. Our independent Human Capital Committee Chair was available upon request and joined two of the meetings.

Overall, the shareholders we spoke with generally had favorable comments about our practices and programs, which is also evidenced by our most recent say-on-pay votes (approximately 92% in 2021, 94% in 2020 and 95% in 2019). During the 2021 outreach, we received specific feedback as follows:

• Positive commentary on our compensation design and pay structure for executives, as well as on our proxy statement disclosure and

• Complimentary feedback on the detailed disclosure and rationale of the 2020 Success Incentive Plan (SIP) awards set forth in our 2021 Proxy Statement.

In addition to the above comments related to our compensation programs, we also received feedback on other governance matters, which are detailed on page 7.

We also met with one proxy advisory firm to provide an update on our shareholder engagement efforts and gain further insight into their views on our compensation and governance practices and disclosures. While we extended an invitation to another proxy advisory firm, they declined the meeting citing the lack of any governance or compensation concerns.

Overall, shareholders appreciated the opportunity to engage in these discussions and we are committed to continuing our shareholder engagement in the future.

Compensation Program Structure

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 interests of management and shareholders by offering long-term cash and equity awards that are performance-based and requiring senior officers to own and retain a specified value of shares. Our long-term incentive awards are granted in the current year based on performance from the prior year (i.e., awards granted in 2021 were based on 2020 performance; see page 63 for additional details).

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COMPENSATION DISCUSSION AND ANALYSIS

Elements of Pay

There are five primary elements of pay in our 2021 executive compensation program, which are summarized in the following table.

	BASE PAY	SHORT-TERM	LONG-TERM (1)		RETIREMENT & WORKPLACE BENEFITS
		ANNUAL INCENTIVE	CIUs (2)	PERFORMANCE- BASED RSUs
Primary Purpose	Reflects the market for similar positions as well as individual skills, abilities & performance	Rewards short-term performance (3)	Rewards long-term performance, aligns interest with stockholders & promotes a culture of ownership and accountability (3)		Addresses health, welfare & retirement needs
Performance Period	Ongoing	1 year (4)	3 years prospective (4)	1 year (vests over 3 years) (4)	N/A
Form	<--------------- Cash --------------->			Equity	N/A
Payment/Grant Date	Ongoing	<----- In March based on prior year performance ----->			Ongoing

(1) Excludes the Success Incentive Plan (SIP) awards granted in 2020, which are not part of the current annual compensation program. For an overview of this grant, see Vesting of 2020 Success Incentive Plan Awards section on page 66. A full explanation of and rationale for the SIP awards, which were granted in 2020, can be found on page 62 of our 2021 Proxy Statement.

(2) Beginning with the March 1, 2021 grant, cash incentive units (CIUs) replaced PSUs. See the "Long-Term Incentive" section beginning on page 62 for further details on this decision and the applicable performance criteria.

(3) For details on performance measures see "Annual and Long-Term Incentive Programs" beginning on page 58.

(4) A performance threshold goal must be achieved before participants are eligible to receive an award. If the goal is not achieved, no awards are granted.

Those pay elements that are "at risk," or contingent upon individual or corporate performance, are noted in the charts below. Our NEOs have a substantial majority of their targeted total direct compensation (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. In 2021, 90% of Mr. McKenney’s targeted total direct compensation was at risk. For the remaining NEOs, an average of 76% of their aggregate targeted total direct compensation was at risk.

 

(1) Excludes the Success Incentive Plan awards, which are discussed in further detail on page 66.

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Components of Executive Compensation

Base Salary, Annual and Long-Term Incentives

Salaries for our NEOs are established based on their position, skills, experience, responsibilities, and performance. Competitiveness of salary levels is assessed annually relative to the approximate median of salaries in the marketplace using the benchmarking sources noted beginning on page 74 for similar executive positions. Adjustments may be considered for factors such as changes in responsibilities, individual performance, and/or changes in the competitive marketplace.

Annual and long-term incentive targets are set based on consideration of each NEO’s current target, the approximate median of the appropriate comparator group, and each individual’s target relative to other NEOs given their respective levels of responsibility. For purposes of determining the amount of annual incentive and long-term incentive awards for our NEOs, the Committee establishes a target amount as a percentage of each executive’s salary, except that the long-term incentive target is set as an absolute dollar amount for the CEO.

At its February 2022 meeting, after consideration of company and individual performance during 2021, each executive's responsibilities, tenure and market data, the Committee made decisions on our NEOs' base salaries and annual and long-term incentive targets for 2022 as outlined in each NEO's "Performance Assessment and Highlights" summary beginning on page 67. The Committee believes the 2022 compensation decisions position all of our NEOs' targeted total direct compensation within an appropriate range of the market median given each executive's performance and tenure in his or her current position.

Individual Performance Evaluations

Individual performance is evaluated by the Committee against each NEO's goals and metrics, specific to his or her respective business area. These goals and metrics are set 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;

• Building a culture of inclusion and diversity; and

• Operational effectiveness and efficiency.

Evaluation Criteria 

In evaluating how effectively the NEOs met their goals, the Committee considers:

• Company performance;

• For the CEO, the Board’s assessment of his performance, as well as his self-assessment;

• For NEOs other than the CEO, the performance assessments of the NEOs which are completed by the CEO. The performance assessment is based on a combination of performance feedback from the individual's direct manager, peers, direct reports, and other partners, as well as the individual’s self-assessment; and

• Written assessments by Board members of each NEO against their stated goals in the areas listed below.

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COMPENSATION DISCUSSION AND ANALYSIS

	CEO		Other NEOs
✓	Financial performance	✓	Demonstrated performance
✓	Leads strategy and aligns goals	✓	Commitment to the enterprise and their business unit
✓	Directs resources and talent to achieve strategic initiatives	✓	Ability to balance complex and competing factors
✓	Drives execution	✓	Builds relationships and communicates to all stakeholders
✓	Manages risk while leading for the future	✓	Effectively manages board relations
✓	Sets cultural norms	✓	Strategic and succession planning, and leadership development
✓	Understands and proactively addresses emerging issues	✓	Demonstrates leadership
✓	Builds relationships and communicates to all stakeholders	✓	Building and sustaining a high-functioning organization
✓	Understands governance and fosters board relationships

Based on the NEOs' individual performance goals and the performance assessments completed by their manager and Board members, the Committee approves an individual performance percentage for each NEO, which is used to adjust the earned annual incentive and long-term incentive awards between 0% and 125%. These percentages were used to calculate the final payout of 2021 annual incentives and long-term incentive awards granted in 2022 as described under "Performance Assessment and Highlights" on page 67.

Annual and Long-Term Incentive Programs

Company Performance Targets

Each year, the Committee sets corporate performance measures along with targets for each performance measure. The Committee assigns weightings to each performance measure based on relative importance to the company, and uses actual performance against these measures to calculate annual and long-term incentive award values.

Targets for each performance measure align with our core operating principles:

• Strong operational performance

• Disciplined growth

• Effective risk management

• Consistent capital generation

The performance measures in incentive plans are a direct output of our business plans, which are approved by the Board each year.

Goal Rigor

When designing our business plans, we carefully balance the current performance of the business and the risk appetite of the enterprise with an appropriate amount of stretch designed to drive consistent growth and improvement. External economic factors are also considered, including: (1) the overall economic growth rate, (2) employment and wage growth, which impacts our overall premium levels, and (3) the interest rate and investment environment, which can have a significant impact on our overall profit margins.

We set challenging performance measures within our business plans to align their achievement with long-term value for shareholders. As part of this process, we conduct sensitivity testing to assess upside and downside risk, which is then reviewed to ensure an appropriate degree of rigor in the plan. In setting certain goals, such as for ROE, we consider factors beyond the desire for absolute growth, including the natural increase in the proportion

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COMPENSATION DISCUSSION AND ANALYSIS

of equity backing our Closed Block lines of business, as well as investments required to maintain the above-industry average ROE in our core operations. Additionally, we need to consider extraordinary circumstances such as the recent COVID-19 pandemic which create unavoidable impacts upon our business and the market in general. Balancing these multiple considerations, particularly in reflection of the expected ongoing implications of COVID-19 on all aspects of our business during 2021, led to a lower ROE and EPS expectation for 2021 relative to 2020.

Based on the above, the Committee established performance measures and incentive payout targets that appropriately align pay with performance.

During 2021, the payout opportunity for each performance measure was 0-150%. Based on a review of proxy peer practices, the Committee determined to change the payout opportunity for each measure to 0-200%, in alignment with market practices, effective in 2022. The majority of our peers have maximum payouts under their plans of 200% of target. As part of this change, the Committee removed the individual multiplier for Executive Vice Presidents and the CEO. The CEO will continue to have discretion with respect to his recommendations to the Committee for the Executive Vice Presidents.

Our incentive plans are subject to an annual risk assessment by our Chief Risk Officer, which is discussed with the Committee as described on page 37.

Annual Incentive Plan

Each performance measure has been selected because the Committee believes it is an appropriate driver of long-term shareholder value:

Annual Incentive Performance Measure	2021 Weighting		Purpose
After-Tax Adjusted Operating Earnings Per Share	35%		Measures profitability achievement
Consolidated Adjusted Operating Return on Equity	15%		Measures effectiveness of balancing profitability and capital management priorities
Earned Premium	15%		Measure growth and competitiveness of the business
Sales	15%
Customer Experience	10%		Measure effective and efficient customer service
Operating Expense Ratio	10%

Our annual incentive awards reward performance based on the achievement of both company and individual performance, which the Committee believes aligns compensation with the objectives of shareholders. Subject to eligibility requirements, non-sales employees (including our NEOs) are eligible to receive an annual incentive award each year. Our plan has objective performance targets which are used to determine overall company performance. The process for determining the 2021 annual incentive awards was as follows:

($)	×	(%)	×	(%)	=	($)
2021 Annual Incentive Target for NEOs		2021 Company Performance(1)		2021 Individual Performance(2)		2021 Annual Incentive Award

(1) The Committee exercises discretion as to the final percentage considering all performance measures, including, but not limited to, the quality of financial results. For details on adjustments for 2021, see discussion below.

(2) Individual performance may range from 0% to 125%. Individual performance adjustments for 2021 are described beginning on page 68.

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COMPENSATION DISCUSSION AND ANALYSIS

Incentive Funding Performance Requirement

The funding of awards under our Annual Incentive Plan (AIP) is conditioned on the company achieving a specified level of performance. In 2021, the AIP required $250 million of statutory after-tax operating earnings to fund payments under the plan. In 2021 the Committee also conditioned the funding of grants under the long-term incentive plan on this same performance requirement.

The company successfully achieved the requirement for funding the 2021 annual incentive awards and the long-term incentive grants made in March 2022.

The funding requirement was originally included in our plan as part of the "qualified performance-based compensation" exception under Section 162(m). The Tax Cuts and Jobs Act of 2017 eliminated this exception to the annual deduction limit established by Section 162(m). Therefore, the Committee adopted a new AIP beginning with the 2022 performance year, which eliminates all previous Section 162(m) design elements, including the funding requirement. Our plans will continue to have objective, performance-based goals which will be used to determine incentive plan payouts.

Items Excluded When Determining Company Performance

When establishing the performance measures and weightings for 2021, the Committee determined that the effect of certain items not included in the 2021 financial plan would be removed from the calculation of the company’s performance, for purposes of both the annual and long-term incentive plans, should they occur. The Committee believes it is appropriate to exclude the items below because they: (1) are unusual or infrequent in nature, (2) do not directly reflect company or management performance, or (3) could serve as a disincentive to capital management or other decisions in the best interest of the company and shareholders. The Committee has approved the same criteria for 2022, adding three new items to align with the definition of operating income (last three bullets). The items are:

• Unplanned adjustments resulting from accounting standards and/or policy changes, legal, tax or regulatory rule or law changes;

• The impact of any unplanned acquisitions, divestitures or block reinsurance transactions;

• Unplanned adjustments to the Closed Block of business;

• The effect of any unplanned regulatory, legal or tax settlements;

• The effect of unplanned changes to strategic asset allocation;

• Unplanned debt issuance, repurchasing or retirement; or stock repurchase or issuance;

• The effect of differences between actual currency exchange rates versus exchange rates assumed in the financial plan;

• Unplanned fees or assessments, including tax assessments, from new legislation;

• The effect on revenue from unplanned variances from floating rate securities and index-linked securities (for our Investments Plan only);

• The effect of a global pandemic and other economic and environmental pressures impacting results;

• Unplanned reserve assumption updates;

• The effect of asset Impairments - including, but not limited to, premiums receivable, reinsurance recoverable, property and equipment, right-of-use assets, value of business acquired and goodwill; and

• Unplanned restructuring costs.

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Annual Incentive Results

2021 ANNUAL INCENTIVE TARGETS AND RESULTS ($ in millions, except per share data)
	Threshold(1)	Target(1)	Maximum(1)	Component Weight	Result
Unum Group (actual results in blue)
After-tax adjusted operating earnings per share(2)				35%	Capped at maximum
Consolidated adjusted operating return on equity(3)				15%	Capped at maximum
Earned premium(4)				15%	Slightly below target
Sales				15%	Below target
Customer experience(5)				10%	Slightly below target
Operating expense ratio(6)				10%	Slightly above target

(1) For each performance measure, there is no payout at or below the threshold. The payout would be 150% for performance at or above the maximum. For performance between defined levels, the payout is interpolated.

(2) After-tax adjusted operating earnings per share is defined as net income adjusted to exclude after-tax net investment gains or losses and amortization of the cost of reinsurance as well as certain other items specified in the reconciliation of non-GAAP financial measures in Appendix B of this proxy statement divided by dilutive outstanding weighted average shares. Investment gains or losses primarily include realized investment gains or losses, expected investment credit losses, and gains or losses on derivatives.

(3) Consolidated adjusted operating return on equity is calculated by dividing after-tax adjusted operating income by the average of the beginning- and end-of-year stockholders’ equity adjusted to exclude the net unrealized gain or loss on securities and the net gain on hedges.

(4) Earned premium is calculated for our core operations (Unum US, Unum International, and Colonial Life).

(5) Customer experience is based on the quality of our customers' experiences and includes measures focused on areas that impact customer loyalty and satisfaction.

(6) The operating expense ratio is equal to operating expenses as a percentage of earned premium (or total company expense over total company earned premium) inclusive of the Closed Block and Corporate segments.

As discussed on page 60, the Committee applied the criteria and standards approved when it established the 2021 annual incentive targets to adjust annual incentive plan performance calculations for the impact of four items which were not included in the 2021 financial plan from which the targets were initially derived:

• The effect of differences between actual debt issuances and resulting interest expense and the amounts assumed in the financial plan (impact to earnings);

• The effect of differences between actual stock repurchases and the amount assumed in the financial plan (no actual repurchases which impacted equity);

• The effect of differences between actual foreign currency rates and exchange rates assumed in the financial plan; and

• The effect of a global pandemic and other economic and environmental pressures impacting results.

– The net effect of the COVID-19 impacts in 2021 was a decrease in operating results, with the negative implications of Life mortality overshadowing favorable impacts to the LTC product line. Importantly, we did not make any adjustments to sales or earned premium in the Annual Incentive Plan. While we know

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COMPENSATION DISCUSSION AND ANALYSIS