Audrey Tillman
AFLACAbout Audrey Tillman
Senior Executive Vice President and General Counsel of Aflac Incorporated; promoted to Senior EVP effective January 1, 2025 after serving as EVP and General Counsel in 2024 . Company context: Aflac delivered a three-year total shareholder return of +90.0% and returned $3.9B to shareholders in 2024 via $2.8B repurchases and dividends, with adjusted ROE ex-FX of 17.7% and 2024 net income of $5.443B .
Company revenues and EBITDA (context for performance; USD):
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($) | $20,913,000,000* | $18,557,000,000* | $17,934,000,000* | $17,556,000,000* |
| EBITDA ($) | $5,491,000,000* | $5,140,000,000* | $5,496,000,000* | $6,654,000,000* |
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aflac Incorporated | Executive Vice President, General Counsel | –2024 (end) | Led legal function; member of NEO team tied to enterprise MIP/LTI metrics, aligning legal priorities with capital strength (AROE, RBC/SMR) and operating performance |
Fixed Compensation
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 740,000 | 740,000 | 750,000 |
| Target MIP (% of salary) | — | 120% | 120% |
| Actual MIP Earned (% of salary) | — | — | 164% |
| Non-Equity Incentive Paid ($) | 1,045,629 | 1,254,524 | 1,229,625 |
| Stock Awards (Grant-Date Fair Value, $) | 2,025,875 | 1,979,004 | 2,215,530 |
| All Other Compensation ($) | 20,435 | 27,508 | 355,096 |
2024 perquisites and benefits detail:
| Perquisite/Benefit | 2024 ($) |
|---|---|
| Personal use of aircraft | 11,555 |
| Other (guest travel, etc.) | 18,997 |
| Total Perquisites | 30,552 |
| Company 401(k) Contribution | 27,600 |
| Company EDCP Contribution | 296,944 |
Performance Compensation
2024 MIP metric weighting (Audrey B. Tillman):
| Metric | Weighting |
|---|---|
| Corporate: Adjusted EPS ex-FX | 37.50% |
| U.S.: New Annualized Premium | 15.625% |
| U.S.: Net Earned Premium | 15.625% |
| Japan: New Annualized Premium | 15.63% |
| Japan: Net Earned Premium | 15.63% |
| Total | 100% |
2024 MIP performance outcomes (company/segment pool):
- Corporate adjusted EPS ex-FX: 200% of target; MIP modifier +5% for sustainability achievements .
- U.S.: New annualized premium 0%, net earned premium 80.26%, expense ratio 157%, pretax adjusted earnings 130.13% .
- Japan: New annualized premium 121.76%, net earned premium 150.74% .
- Global Investments: Net investment income 200%, credit losses/impairments 88.80% .
2024 LTI (PBRS) design and targets (NEOs excluding Mr. Miller):
| Metric | Threshold | Target | Maximum | Weight |
|---|---|---|---|---|
| 3-yr avg AROE (ex-FX) | 11.0% | 13.0% | 16.0% | 70% |
| 3-yr avg RBC | 350% | 400% | 500% | 15% |
| 3-yr avg SMR/ESR | 500% | 600% | 700% | 15% |
| RTSR vs peers (modifier) | 0.80x (≤25th pct) | 1.00x | 1.20x (≥75th pct) | ±20% |
- 2024 LTI target opportunity: 300% of base salary for Ms. Tillman .
- 2/15/2024 PBRS grant: Threshold 14,033; Target 28,066; Max 56,132 shares; 3-year cliff vesting subject to AROE, RBC, SMR/ESR with RTSR modifier .
- Prior cycle payout: 2022–2024 PBRS paid at 200% of target (cap applied; RTSR in 80th percentile yielded 1.2x before cap) .
Option awards and 2024 realizations:
| Item | Detail |
|---|---|
| 2024 Vested Stock Awards | 80,314 shares; $6,282,964 value realized |
| 2024 Options Exercised | 41,024 shares; $2,542,299 value realized |
| Legacy Option Outstanding | 19,314 options at $28.965 expiring 2/09/2026 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/25/2025) | 377,945 shares; 0.1% of outstanding |
| Voting Rights | 551,846 votes (includes voting of certain unvested shares) |
| Options Exercisable within 60 days | 19,314 |
| Unvested PBRS at 12/31/2024 | 62,938 (2022 grant cycle), 57,751 (2023 cycle, shown at max), 57,310 (2024 cycle, shown at max) |
| Ownership Guidelines | Section 16 officers: 3x base salary; each current NEO exceeds or is working toward compliance |
| Hedging/Pledging/10b5‑1 | Hedging prohibited for all; executive officers prohibited from pledging; 10b5‑1 plans require Compensation Committee approval |
| Pledged Shares | None for any Director or executive officer |
Employment Terms
Key provisions and quantified scenarios:
- Agreement status and term: Employment agreement in place; if terminated without “good cause” or by Ms. Tillman for “good reason,” compensation/benefits continue for the remaining scheduled term (29 1/3 months as of 12/31/2024); equity fully vests, but performance-based awards remain subject to performance .
- Double-trigger change in control: Lump sum severance of 3x (salary in effect immediately prior to CIC + higher of prior-year or pre-CIC year non-equity incentive award) .
- Non-compete: Upon voluntary termination without good reason or termination for good cause, a two-year non-compete applies .
- Death/Disability: Terminal pay equal to base plus non-equity incentive over prior 36 months paid over 36 months (for death, per plan); all outstanding equity awards vest upon death or disability .
2024 quantified potential payments (assuming termination on 12/31/2024):
| Scenario | Salary ($) | Non-Equity Incentive ($) | Severance Cash ($) | Equity Awards ($) | Retirement/Other ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Co. termination w/o Cause or by Employee for Good Reason (pre-CIC) | 1,833,333 | 3,001,633 | — | 18,412,033 | 10,655,004 | 65,866 | 33,967,868 |
| Voluntary w/o Good Reason | — | — | — | 12,483,981 | 10,587,537 | — | 23,071,518 |
| Voluntary with Competition | — | — | — | 12,483,981 | — | — | 12,483,981 |
| Death | 2,230,000 | 3,400,853 | — | 18,412,033 | 5,016,824 | — | 29,059,710 |
| Disability | 1,125,000 | 1,229,625 | — | 18,412,033 | 11,074,353 | 40,418 | 31,881,428 |
| CIC termination (double trigger) | — | — | 6,013,572 | 18,412,033 | 10,587,537 | 377,779 | 35,390,921 |
Governance protections: Double-trigger CIC; no excise tax gross-ups; clawback policy updated to Dodd-Frank/SEC/NYSE requirements .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 96.4%; five-year average support: 96.6% .
- Program emphasizes pay-for-performance, rigorous caps (200% of target), multi-metric MIP and 100% performance-based LTI with RTSR modifier .
Investment Implications
- Strong pay-for-performance alignment: 100% performance-based LTI tied to capital and profitability (AROE, RBC, SMR/ESR) with a market-based RTSR modifier; MIP weightings for legal/GC role emphasize enterprise profitability and segment growth, limiting discretionary risk-taking .
- Limited governance red flags: No pledging; hedging banned; 10b5‑1 plans require committee approval; robust clawback; no CIC excise tax gross-ups; double-trigger CIC .
- Retention and selling pressure: Upcoming large PBRS cliffs in Q1 2026 (2023–2025 cycle) and Q1 2027 (2024–2026 cycle) could prompt Rule 10b5‑1 sales around vest dates; 2024 realized $6.28M on vesting and $2.54M on option exercises indicate meaningful liquidity events to monitor near vesting windows .
- Change-in-control economics: 3x salary+bonus cash severance is meaningful but within market norms; equity fully vests, sustaining alignment but creating potential short-term selling incentives upon CIC termination .
- Performance backdrop supportive: Three-year TSR +90% and high AROE (17.7%) provide a constructive context for incentive payouts, reducing optics risk on pay-for-performance .