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Unum Group – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Tuesday, 2/20/24, at 4:49pm ET   ·   For:  12/31/23   ·   Accession #:  5513-24-15   ·   File #:  1-11294

Previous ‘10-K’:  ‘10-K’ on 2/23/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   36 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/20/24  Unum Group                        10-K       12/31/23  158:41M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   8.38M 
 2: EX-4.12     Instrument Defining the Rights of Security Holders  HTML    115K 
 3: EX-10.21    Material Contract                                   HTML   1.14M 
 4: EX-10.45    Material Contract                                   HTML     85K 
 5: EX-21       Subsidiaries List                                   HTML     44K 
 6: EX-23       Consent of Expert or Counsel                        HTML     42K 
 7: EX-24       Power of Attorney                                   HTML     44K 
12: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     45K 
                Awarded Compensation                                             
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     44K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     41K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     41K 
18: R1          Document and Entity Information                     HTML    115K 
19: R2          Consolidated Balance Sheets                         HTML    156K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     67K 
21: R4          Consolidated Statements of Income                   HTML    131K 
22: R5          Consolidated Statements of Comprehensive Income     HTML     75K 
23: R6          Statement of Comprehensive Income (Parenthetical)   HTML     53K 
24: R7          Consolidated Statements of Stockholders' Equity     HTML     86K 
25: R8          Consolidated Statements of Stockholders' Equity     HTML     40K 
                (Parenthetical)                                                  
26: R9          Consolidated Statements of Cash Flows               HTML    138K 
27: R10         Significant Accounting Policies                     HTML    357K 
28: R11         Fair Values of Financial Instruments                HTML    462K 
29: R12         Investments                                         HTML    594K 
30: R13         Derivative Financial Instruments                    HTML    224K 
31: R14         Accumulated Other Comprehensive Loss                HTML    127K 
32: R15         Financial Services, Insurance                       HTML   1.07M 
33: R16         Income Tax                                          HTML    130K 
34: R17         Debt                                                HTML     92K 
35: R18         Employee Benefit Plans                              HTML    413K 
36: R19         Stockholders' Equity and Earnings Per Common Share  HTML     95K 
37: R20         Stock-Based Compensation                            HTML    109K 
38: R21         Reinsurance                                         HTML     77K 
39: R22         Segment Information                                 HTML    251K 
40: R23         Commitments and Contingent Liabilities              HTML     48K 
41: R24         Leases                                              HTML     64K 
42: R25         Statutory Financial Information                     HTML     79K 
43: R26         Schedule I - Summary of Investments, Other Than     HTML     73K 
                Investments in Related Parties Schedule I -                      
                Summary of Investments, Other Than Investments in                
                Related Parties                                                  
44: R27         Schedule II Condensed Finacial Information of       HTML    132K 
                Registrant                                                       
45: R28         Schedule III Supplementary Insurance Information    HTML    145K 
46: R29         Schedule IV Reinsurance                             HTML     93K 
47: R30         Schedule V Valuation and Qualifying Accounts        HTML     72K 
48: R31         Pay vs Performance Disclosure                       HTML     52K 
49: R32         Insider Trading Arrangements                        HTML     48K 
50: R33         Signficant Accounting Policies (Policies)           HTML    188K 
51: R34         Significant Accounting Policies (Tables)            HTML    255K 
52: R35         Fair Values of Financial Instruments (Tables)       HTML    392K 
53: R36         Investments (Tables)                                HTML    591K 
54: R37         Derivative Financial Instruments (Tables)           HTML    216K 
55: R38         Accumulated Other Comprehensive Income (Tables)     HTML    128K 
56: R39         Financial Services, Insurance (Tables)              HTML   1.06M 
57: R40         Income Tax (Tables)                                 HTML    132K 
58: R41         Debt (Tables)                                       HTML     75K 
59: R42         Employee Benefit Plans (Tables)                     HTML    406K 
60: R43         Stockholders' Equity and Earnings Per Common Share  HTML     88K 
                (Tables)                                                         
61: R44         Stock-Based Compensation (Tables)                   HTML    101K 
62: R45         Reinsurance (Tables)                                HTML     67K 
63: R46         Segment Information (Tables)                        HTML    244K 
64: R47         Leases (Tables)                                     HTML     65K 
65: R48         Statutory Financial Information (Tables)            HTML     72K 
66: R49         Schedule II Condensed Financial Information of      HTML    137K 
                Registrant (Tables)                                              
67: R50         Significant Accounting Policies - Additional        HTML    566K 
                Information (Detail)                                             
68: R51         Fair Values of Financial Instruments Private        HTML     74K 
                Equity Partnerships (Details)                                    
69: R52         Fair Value Measurements by Input Level (Detail)     HTML    160K 
70: R53         Changes in Assets and Liabilities Measured at Fair  HTML    126K 
                Value on a Recurring Basis using Significant                     
                Unobservable Inputs (Level 3) (Detail)                           
71: R54         Quantitative Information Regarding Significant      HTML     73K 
                Unobservable Inputs (Details)                                    
72: R55         Fair Values of Financial Instruments Carrying       HTML     88K 
                Amounts and Estimated Fair value of Financial                    
                Instruments Not Measured at Fair Value (Details)                 
73: R56         Fair Value of Financial Instruments Additional      HTML     57K 
                Information (Detail)                                             
74: R57         Amortized Cost and Fair Values of Securities by     HTML     89K 
                Security Type (Detail)                                           
75: R58         Length of Time Fixed Maturity Securities had been   HTML     79K 
                in a Gross Unrealized Loss Position (Detail)                     
76: R59         Investments Distribution of the Maturity Dates for  HTML    116K 
                Fixed Maturity Securities (Details)                              
77: R60         Investments Distribution by External Credit Rating  HTML     60K 
                for Fixed Maturity Securities (Details)                          
78: R61         Debt Securities, Available-for-sale, Allowance for  HTML     54K 
                Credit Losses Rollforward (Details)                              
79: R62         Investments Low Income Housing Tax Credits          HTML     46K 
                (Details)                                                        
80: R63         Mortgage Loans by Property Type and Geographic      HTML     78K 
                Region (Details)                                                 
81: R64         Schedule of Participating Mortgage Loans by         HTML     64K 
                Internal Credit Rating and Loan to Value (Details)               
82: R65         Mortgage Loans Sorted by Applicable Credit Quality  HTML    141K 
                Indicators (Detail)                                              
83: R66         Mortgage Loans, Allowance for Credit Losses         HTML     70K 
                Rollforward (Details)                                            
84: R67         Investments Remaining Contractual Maturity of       HTML     57K 
                Security Lending Agreements (Details)                            
85: R68         Investments Federal Home Loan Bank Carrying         HTML     51K 
                Amount, Collateral Posted and Advances Received                  
                (Details)                                                        
86: R69         Investments Schedule of Financial Instrument and    HTML    163K 
                Derivative Offsetting (Details)                                  
87: R70         Investments Investment Income (Detail)              HTML     71K 
88: R71         Investment Gains and Losses Reported in             HTML     67K 
                Consolidated Statements of Income (Detail)                       
89: R72         Investments - Additional Information (Detail)       HTML    167K 
90: R73         Derivative Financial Instruments Nature and Amount  HTML     60K 
                of Collateral Received From and Posted To Our                    
                Derivative Counterparties (Details)                              
91: R74         Derivative Financial Instruments Fair Value Hedges  HTML     55K 
                Carrying Amount of Hedged Assets and Liabilities                 
                and Cumulative Basis Adjustments (Details)                       
92: R75         Location and Fair Values of Derivative Financial    HTML     93K 
                Instruments (Detail)                                             
93: R76         Derivative Financial Instruments Location of Gains  HTML     79K 
                and Losses Designated as Hedging Instruments,                    
                Consolidated Statements of Income (Details)                      
94: R77         Location of Gains and Losses on Derivative          HTML     51K 
                Instruments Designated as Cash Flow Hedging                      
                Instruments (Detail)                                             
95: R78         Gains and Losses on Derivatives Not Designated as   HTML     54K 
                Hedging Instruments (Detail)                                     
96: R79         Derivative Financial Instruments - Additional       HTML     93K 
                Information (Detail)                                             
97: R80         Schedule of Accumulated Other Comprehensive Income  HTML     90K 
                (Details)                                                        
98: R81         Schedule of Reclassifications Out of Accumulated    HTML     93K 
                Other Comprehensive Income (Details)                             
99: R82         Liability for Future Policy Benefit, Activity       HTML    440K 
                (Detail)                                                         
100: R83         Liability for Future Policy Benefit, Activity -     HTML     45K  
                Additional Information (Detail)                                  
101: R84         Policyholders' Account Balances (Detail)            HTML    112K  
102: R85         Policyholder Account Balance, Guaranteed Minimum    HTML    185K  
                Crediting (Detail)                                               
103: R86         Deferred Policy Acquisition Costs (Details)         HTML     88K  
104: R87         Income Tax Expense (Benefit) (Detail)               HTML     61K  
105: R88         Reconciliation of income tax computed at US         HTML     49K  
                Federal tax rates (Detail)                                       
106: R89         Schedule of deferred income tax assets and          HTML     69K  
                liabilities (Detail)                                             
107: R90         Schedule of Income subject to domestic and foreign  HTML     77K  
                taxation (Detail)                                                
108: R91         Unrecognized tax benefits (Detail)                  HTML     51K  
109: R92         Income Tax Additional Information (Detail)          HTML     67K  
110: R93         Debt Schedule (Detail)                              HTML     90K  
111: R94         Debt - Additional Information (Details)             HTML    107K  
112: R95         Employee Benefit Plans Change in Projected Benefit  HTML    104K  
                Obligation Amount (Details)                                      
113: R96         Employee Benefit Plans Amounts Recognized in        HTML     76K  
                Balance Sheet (Details)                                          
114: R97         Employee Benefit Plans Amounts Recognized in Other  HTML     68K  
                Comprehensive Income (Details)                                   
115: R98         Employee Benefit Plans US Pension Assets, Fair      HTML    118K  
                Value Measurement by Input Level (Details)                       
116: R99         Employee Benefit Plans UK Pension Assets, Fair      HTML     85K  
                Value Measurement by Input Level (Details)                       
117: R100        Employee Benefit Plans OPEB Plan Assets, Fair       HTML     50K  
                Value Measurements by Input Level (Details)                      
118: R101        Employee Benefit Plans OPEB Changes in Assets       HTML     56K  
                Measured at Fair Value Using Signficant                          
                Unobservable Inputs (Details)                                    
119: R102        Employee Benefit Plans Measurement Assumptions      HTML     61K  
                (Details)                                                        
120: R103        Employee Benefit Plans Net Periodic Benefit Cost    HTML     70K  
                (Detail)                                                         
121: R104        Employee Benefit Plans Expected Benefit Payments    HTML     87K  
                (Details)                                                        
122: R105        Employee Benefit Plans - Additional Information     HTML    101K  
                (Detail)                                                         
123: R106        Basic and Diluted Earnings Per Share (Detail)       HTML     75K  
124: R107        Treasury Stock Transactions (Details)               HTML     69K  
125: R108        Stockholders' Equity and Earnings Per Common Share  HTML     57K  
                - Additional Information (Detail)                                
126: R109        Stock-Based Compensation - Valuation Assumptions    HTML     56K  
                on PSU Grants (Details)                                          
127: R110        Stock-Based Compensation - Activity for CIUs        HTML     48K  
                (Details)                                                        
128: R111        Stock-Based Compensation - Valuation Assumptions    HTML     64K  
                on CIU Grants (Details)                                          
129: R112        Stock-Based Compensation - Nonvested Stock Awards   HTML     63K  
                Classified in Equity (Details)                                   
130: R113        Stock-Based Compensation - Activity for             HTML     45K  
                Cash-Settled RSUs (Details)                                      
131: R114        Stock-Based Compensation Expense (Details)          HTML     63K  
132: R115        Stock-Based Compensation - Additional Information   HTML    123K  
                (Details)                                                        
133: R116        Reinsurance - Premium Income Data (Detail)          HTML     71K  
134: R117        Reinsurance - Additional Information (Detail)       HTML     73K  
135: R118        Premium Income by Major Line of Business within     HTML     89K  
                Each Segment (Detail)                                            
136: R119        Selected Operating Statement Data by Segment        HTML     97K  
                (Detail)                                                         
137: R120        Assets by Segment (Detail)                          HTML     60K  
138: R121        Reconciliation of Total Revenue and Income Before   HTML     84K  
                Income Tax to Operating Revenue and Operating                    
                Income (Detail)                                                  
139: R122        Segment Information Segments - Additional           HTML     60K  
                Information (Detail)                                             
140: R123        Leases, Cost (Details)                              HTML     53K  
141: R124        Lessee, Operating Lease, Liability, Payment, Due    HTML     61K  
                (Details)                                                        
142: R125        Leases - Additional Information (Details)           HTML     46K  
143: R126        Statutory Permitted Practice Information (Detail)   HTML     45K  
144: R127        Statutory Financial Information (Detail)            HTML     51K  
145: R128        Statutory Financial Information - Additional        HTML     62K  
                Details (Detail)                                                 
146: R129        Schedule I - Summary of Investments, Other Than     HTML     92K  
                Investments in Related Parties Schedule I -                      
                Summary of Investments, Other Than Investments in                
                Related Parties (Details)                                        
147: R130        Parent Company Balance Sheet (Detail)               HTML    127K  
148: R131        Parent Company Balance Sheet Captions (Detail)      HTML     48K  
149: R132        Parent Company Statement of Income (Detail)         HTML    105K  
150: R133        Parent Company Cash Flow Statement (Detail)         HTML     97K  
151: R134        Schedule III Supplementary Insurance Information    HTML    111K  
                (Detail)                                                         
152: R135        Schedule IV Reinsurance (Detail)                    HTML     75K  
153: R136        Schedule V Valuation and Qualifying Accounts        HTML     53K  
                (Detail)                                                         
155: XML         IDEA XML File -- Filing Summary                      XML    288K  
158: XML         XBRL Instance -- unm-20231231_htm                    XML  13.90M  
154: EXCEL       IDEA Workbook of Financial Report Info              XLSX    495K  
14: EX-101.CAL  XBRL Calculations -- unm-20231231_cal                XML    279K 
15: EX-101.DEF  XBRL Definitions -- unm-20231231_def                 XML   2.40M 
16: EX-101.LAB  XBRL Labels -- unm-20231231_lab                      XML   4.46M 
17: EX-101.PRE  XBRL Presentations -- unm-20231231_pre               XML   3.08M 
13: EX-101.SCH  XBRL Schema -- unm-20231231                          XSD    409K 
156: JSON        XBRL Instance as JSON Data -- MetaLinks            1,114±  1.73M  
157: ZIP         XBRL Zipped Folder -- 0000005513-24-000015-xbrl      Zip   1.49M  


‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:   C: 
  Document  
Exhibit 97
UNUM GROUP
RULE 10D-1 COMPENSATION RECOVERY (CLAWBACK) POLICY
(Effective November 30, 2023)
Recoupment of Incentive-Based Compensation
It is the policy of Unum Group, a Delaware corporation (the “Company”) that, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws (including any such correction that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period), the Company will recover on a reasonably prompt basis the amount of any Incentive-Based Compensation Received by any Covered Executive during the Recovery Period that exceeds the amount that otherwise would have been Received had it been determined based on the restated financial statements.
Policy Administration and Definitions
This Policy is administered by the Human Capital Committee of the Company’s Board of Directors (the “Committee”) and is intended to comply with, and as applicable to be administered and interpreted consistent with, and subject to the exceptions set forth in, Listing Standard 303A.14 adopted by the New York Stock Exchange to implement Rule 10D-1 under the Securities Exchange Act of 1934, as amended (collectively, “Rule 10D-1”).
For purposes of this Policy:
“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based in whole or in part on the Company’s attainment of a financial reporting measure that was Received by a person (i) on or after October 2, 2023 and after the person began service as a Covered Executive, and (ii) who served as a Covered Executive at any time during the performance period for the Incentive-Based Compensation. A financial reporting measure is (1) any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and any measure derived wholly or in part from such a measure, and (2) any measure based in whole or in part on the Company’s stock price or total shareholder return.
Incentive-Based Compensation is deemed to be “Received” in the fiscal period during which the relevant financial reporting measure is attained, regardless of when the compensation is actually paid or awarded.
“Covered Executive” means any officer of the Company as defined under Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended.
“Recovery Period” means the three completed fiscal years immediately preceding the date that the Company is required to prepare the accounting restatement described in this Policy and any “transition period” of less than nine months that is within or immediately following such three fiscal years, all as determined pursuant to Rule 10D-1.
If the Committee determines the amount of Incentive-Based Compensation Received by a Covered Executive during a Recovery Period exceeds the amount that would have been Received if determined or calculated based on the Company’s restated financial results, such excess amount of Incentive-Based Compensation shall be subject to recoupment by the Company pursuant to this Policy. For Incentive-Based Compensation based on stock price or total shareholder return, the Committee will determine the amount based on a reasonable estimate of the effect of the accounting restatement on the relevant stock price or total shareholder return. In all cases, the calculation of the excess amount of Incentive-Based Compensation to be recovered will be determined without regard to any taxes paid with respect to such compensation. Any determinations made by the Committee under this Policy shall be final and binding on all affected individuals.
The Company may effect any recovery pursuant to this Policy by requiring payment of such amount(s) to the Company, by set-off, by reducing future compensation, or by such other means or combination of means as the Committee determines to be appropriate. The Company need not recover the excess amount of Incentive-Based Compensation if and to the extent that the Committee determines that such recovery is impracticable, subject to and in accordance with any applicable exceptions under the New York Stock Exchange listing rules, and not required under Rule 10D-1, including if the Committee determines that the direct expense paid to a third party to assist in
        


enforcing this Policy would exceed the amount to be recovered after making a reasonable attempt to recover such amounts. The Company is authorized to take appropriate steps to implement this Policy with respect to Incentive-Based Compensation arrangements with Covered Executives.
Any right of recoupment or recovery pursuant to this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be required by applicable law or available to the Company pursuant to the terms of any other policy (including, without limitation the Unum Group Senior Officer Recoupment Policy), any employment agreement or plan or award terms, and any other legal remedies available to the Company. The Company shall not indemnify any Covered Executive against the loss of any Incentive-Based Compensation pursuant to this Policy.
    2    

Dates Referenced Herein

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/20/24None on these Dates
For Period end:12/31/23
11/30/23
10/2/23
 List all Filings 


36 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/07/23  Unum Group                        8-K:5       3/04/23   12:522K
 2/23/23  Unum Group                        10-K       12/31/22  158:34M
 8/03/22  Unum Group                        10-Q        6/30/22   96:22M
 5/26/22  Unum Group                        S-8         5/26/22    6:311K
 4/21/22  Unum Group                        8-K:1,2,9   4/15/22   12:1.5M
 2/25/22  Unum Group                        10-K       12/31/21  165:35M
 6/14/21  Unum Group                        8-K:8,9     6/14/21   15:447K                                   Donnelley … Solutions/FA
 4/05/21  Unum Group                        8-K:1,9     3/31/21   15:2M
 3/02/21  Unum Group                        8-K:5,9     3/01/21   14:445K
 2/17/21  Unum Group                        10-K       12/31/20  167:35M
12/17/20  Unum Group                        8-K:1,7,9  12/16/20   14:10M                                    Donnelley … Solutions/FA
 8/26/20  Unum Group                        8-K:5,9     8/24/20   14:525K
 8/20/20  Unum Group                        S-3ASR      8/20/20    7:859K
 6/02/20  Unum Group                        8-K:5,9     5/28/20   13:326K
 2/18/20  Unum Group                        10-K       12/31/19  160:42M
10/30/19  Unum Group                        10-Q        9/30/19   98:25M
 9/11/19  Unum Group                        8-K:8,9     9/11/19   15:466K                                   Donnelley … Solutions/FA
 6/13/19  Unum Group                        8-K:8,9     6/13/19    5:686K
 2/19/19  Unum Group                        10-K       12/31/18  155:37M
 5/29/18  Unum Group                        8-K:8,9     5/29/18    6:12M
 5/25/18  Unum Group                        8-K:5,9     5/24/18    3:13M
 5/25/17  Unum Group                        8-K:5,9     5/25/17    4:302K
 4/13/17  Unum Group                        DEF 14A    12/31/16    2:10M
 2/24/16  Unum Group                        10-K       12/31/15  154:34M
11/05/15  Unum Group                        8-K:8,9    11/05/15    5:216K                                   Donnelley … Solutions/FA
 2/25/15  Unum Group                        10-K       12/31/14  155:47M
 2/03/15  Unum Group                        8-K:5,9     1/30/15    5:330K
 2/26/14  Unum Group                        10-K       12/31/13  162:45M
 8/23/12  Unum Group                        8-K:8,9     8/23/12    6:800K                                   Donnelley … Solutions/FA
 4/12/12  Unum Group                        DEF 14A     5/24/12    1:2.7M                                   Donnelley … Solutions/FA
 2/24/09  Unum Group                        10-K       12/31/08   28:6.4M                                   Donnelley … Solutions/FA
10/03/05  Unum Group                        8-K:1,9    10/03/05    4:254K                                   Donnelley … Solutions/FA
11/01/02  Unum Group                        S-3                   15:1.4M                                   Donnelley … Solutions/FA
 6/21/02  Unum Group                        8-K:5,7     6/18/02    3:238K                                   Donnelley Fin’l S… 10/FA
 3/02/01  Unum Group                        8-K:5       3/02/01    3:58K                                    Donnelley Fin’l S… 09/FA
11/13/98  Unum Group                        10-Q        9/30/98    5:375K                                   Donnelley Fin’l S… 10/FA
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