Joseph Moskowitz
AFLACAbout Joseph L. Moskowitz
Independent director of Aflac Incorporated since 2015, age 71, and currently Chair of the Compensation Committee as well as a Financial Expert on the Audit & Risk Committee . Background includes four decades in insurance and actuarial leadership: retired EVP at Primerica leading product economics and financial analysis; prior Chief Actuary at Primerica; VP at Sun Life; and Senior Manager at KPMG . Professional credentials: Fellow of the Society of Actuaries (since 1979) and Member of the American Academy of Actuaries (since 1979) . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primerica, Inc. | Executive Vice President; led Product Economics & Financial Analysis | 2009–2014 | Managed budgeting, capital support, earnings analysis, and investor communications; actuarial leadership |
| Primerica, Inc. | Chief Actuary | 1999–2004 | Led actuarial function; core to financial reporting and risk assessment |
| Sun Life Insurance Company | Vice President | 1985–1988 | Senior insurance leadership |
| KPMG | Senior Manager | 1979–1985 | Audit/financial experience; actuarial and financial modeling foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Society of Actuaries | Fellow | Since 1979 | Professional credential (FSA) |
| American Academy of Actuaries | Member | Since 1979 | Professional credential (MAAA) |
Board Governance
- Committee assignments: Audit & Risk (member; Financial Expert), Compensation (Chair), Corporate Development (member), Executive (member) .
- Independence: Board determined all non-employee nominees (including Moskowitz) are independent under NYSE standards .
- Attendance and engagement: The Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings for their service period; directors attended the 2024 Annual Meeting .
- Committee activity (2024 meetings): Audit & Risk (9), Compensation (4), Corporate Development (2), Executive (3) .
- Lead Independent Director framework: Aflac maintains a Lead Non-Management Director role with defined authority over agendas and executive sessions; executive sessions conducted regularly .
Fixed Compensation (Director pay – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard non-employee director retainer |
| Audit & Risk Committee member fee | $15,000 | Applies to all AR members |
| Compensation Committee Chair fee | $25,000 | Applies to committee chairs (non-AR chair) |
| Total fees earned (cash) | $175,000 | Matches director compensation table |
Performance Compensation (Director equity – 2024)
| Grant Date | Form | Shares/Units | Grant Fair Value (USD) | Vesting |
|---|---|---|---|---|
| May 6, 2024 | Restricted stock | 2,156 (held as of 12/31/24) | $180,051 (valued at $84.73 grant-date price) | Annual director grants vest at next Annual Meeting, generally subject to continued service |
| Outstanding options | Stock options | 34,154 (outstanding; exercisable within 60 days) | — (no 2024 option grant) | Director options generally vest after one year |
Aflac’s director equity program targets roughly $180,000 annually in restricted stock; directors can elect options or restricted stock in lieu of cash; 2024 annual director grants were made in restricted stock .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in Aflac’s proxy biography for Mr. Moskowitz |
| Compensation Committee interlocks | None; no member was an officer/employee; no interlocks involving Aflac executives in 2024 |
Expertise & Qualifications
- 40+ years of actuarial and insurance leadership; deep expertise in actuarial and financial models underpinning planning, reporting, and risk assessment .
- Recognized Financial Expert serving on Audit & Risk; supports oversight of financial reporting, internal controls, and risk management .
- Professional credentials (FSA, MAAA) demonstrate technical rigor and alignment with insurance governance needs .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 60,535 |
| Percent of outstanding shares | <0.1% |
| Voting rights (time-phased) | 367,921 votes (as of 2/25/2025) |
| Options exercisable within 60 days | 34,154 |
| Unvested restricted stock | 2,156 (as of 12/31/2024) |
| Pledged shares | None disclosed; no pledged shares reported for directors |
| Ownership guidelines | Directors must hold ≥5x annual cash retainer; compliance tracked; directors either meet or are on track within the allowed timeframe |
| Hedging/pledging policies | Anti-hedging for all employees; officers/directors prohibited from pledging company stock; 10b5-1 plans require Compensation Committee approval |
Governance Assessment
- Board effectiveness: As Compensation Committee Chair, Moskowitz led a program that received strong shareholder support (2024 Say-on-Pay approval 96.4%), signaling alignment of pay with performance and investor expectations .
- Independence and risk oversight: Independent Financial Expert on Audit & Risk; active committee participation (AR 9 meetings; Comp 4), supporting robust oversight of financial reporting and compensation risk .
- Pay structure and alignment: Balanced director pay mix (cash + time-based equity) with ownership guidelines; restricted stock grants and anti-hedging/anti-pledging policies strengthen alignment with shareholders .
- Conflicts and related-party exposure: No related person transactions disclosed involving Moskowitz; the proxy’s related party section does not list him .
- Consultant independence: Mercer serves as independent compensation consultant to the committee; while Mercer affiliates provide other services to management, the committee assessed independence and found no conflict (total payments ≈0.10% of Mercer parent revenue) .
RED FLAGS: None disclosed specific to Mr. Moskowitz (no pledging, no related-party transactions, no attendance issues). Watch item: Ongoing monitoring of consultant independence given non-compensation services to affiliates, though assessed as independent by the committee .