Karole Lloyd
AFLACAbout Karole F. Lloyd
Karole F. Lloyd is an independent director of Aflac Incorporated, age 66, serving on the Board since 2017. She is a CPA and retired Ernst & Young (EY) vice chair and regional managing partner, with extensive audit and financial services experience; she also holds a CERT Certificate in Cybersecurity Oversight. Lloyd currently chairs Aflac’s Audit & Risk Committee and serves on the Corporate Development, Executive, and Finance & Investment Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Vice Chair & Regional Managing Partner; Audit Partner (US & Canada) | Retired Dec 2016; 37+ years at EY | Led audits for large financial services, insurance, and healthcare; advised on financial reporting, governance, regulatory compliance, internal audit, and risk management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Churchill Downs Incorporated | Director | Since 2018 | Audit Committee Chair since 2019; Nominating & Governance Committee since 2020 |
| University of Alabama | President’s Advisory Council; Board of Visitors (Commerce & Business School) | Since 2003; since 2001 | Advisory and governance roles |
| Atlanta Symphony Orchestra; Metro Atlanta Chamber | Board roles | Since 2010; 2009–2016 | Community and business leadership |
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent under NYSE standards; Lloyd is independent.
- Committee assignments: Audit & Risk (Chair), Corporate Development, Executive, Finance & Investment.
- Financial expert: All Audit & Risk Committee members (including Lloyd) are “audit committee financial experts” under SEC rules.
- Committee activity and attendance:
- Audit & Risk Committee met 9 times in 2024.
- Finance & Investment Committee met 5 times; Executive Committee met 3 times; Corporate Development Committee met 2 times in 2024.
- Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting.
- Oversight scope (Audit & Risk): Financial reporting integrity, internal controls, auditor independence, pre-approval of audit/non-audit services, related-person transactions oversight, enterprise risk including information security.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Non-employee director retainer |
| Audit & Risk Committee member fee | $15,000 | Additional annual fee for committee members |
| Audit & Risk Committee Chair fee | $35,000 | Additional annual fee for chair |
| Fees earned or paid in cash (actual) | $185,000 | Lloyd’s 2024 cash compensation |
Performance Compensation
| Equity Element | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| Restricted stock (annual grant) | May 6, 2024 | 2,156 | $180,051 | Vests at next annual meeting, generally subject to continued service |
- Form of director equity: Annual grants of restricted stock (~$180,000); Board may allow options in lieu of restricted stock; in 2024 all received restricted stock.
- Performance metrics tied to director pay: None disclosed; director equity is time-based (not performance-based).
- Options: Lloyd received no option award in 2024; option holdings disclosed only for Joseph L. Moskowitz and Barbara K. Rimer.
Other Directorships & Interlocks
- Current public company board: Churchill Downs Incorporated; Audit Chair and Nominating & Governance member.
- Compensation Committee interlocks: None—no Aflac director served on another company’s compensation committee where an Aflac executive served, and no member of Aflac’s Compensation Committee was a current/former employee in 2024.
- Related-party transactions: Audit & Risk Committee pre-approves related person transactions >$120,000; policy emphasizes arm’s-length terms and shareholder interest. Specific transactions involving Lloyd are not disclosed in the proxy.
Expertise & Qualifications
- CPA with deep audit and financial reporting expertise across financial services, insurance, and healthcare; strategic governance and risk management experience.
- Cyber oversight credential (CERT Certificate in Cybersecurity Oversight).
- Financial expert designation and committee leadership (Audit & Risk Chair).
- Board skills matrix underscores investment/financial, regulatory/risk management, and operations experience among nominees.
Equity Ownership
| As of Feb 25, 2025 | Shares Beneficially Owned | % of Outstanding | Voting Rights | Notes |
|---|---|---|---|---|
| Karole F. Lloyd | 47,067 | <0.1% | 47,067 | Includes 2,156 restricted shares granted in 2024; no director has pledged shares |
- Stock ownership guidelines: Non-employee directors must hold 5x annual cash retainer; ownership includes beneficially owned and time-based unvested restricted shares; options do not count.
- Compliance: Each current non-employee director exceeds or is working toward meeting guidelines within the allowed timeframe; progress is reviewed and reported to the Board.
- Hedging/pledging: Directors prohibited from hedging and pledging company stock; 10b5-1 plans require Compensation Committee approval.
Governance Assessment
- Strengths
- Independent director with audit chair leadership and SEC “financial expert” status—direct alignment to risk oversight and financial integrity.
- Strong engagement: 2024 committee activity (9 Audit meetings) and Board attendance policy adherence; investor support evidenced by 2025 election results (For: 1,277,446,092; Against: 7,550,698; Abstain: 2,404,291; broker non-votes: 81,519,052).
- Ownership alignment: Significant personal shareholdings, restricted stock grants, and stringent ownership/anti-hedging/anti-pledging policies.
- Compensation structure for directors balanced between cash (retainer + chair fee) and equity (time-based restricted stock), with independent benchmarking by Mercer and compensation committee best practices.
- Watch items
- Director equity is time-based rather than performance-based; while typical for directors, it does not directly tie pay to outcomes beyond continued service.
- Related-person transactions oversight resides with the committee (which she chairs); continued transparency is critical—policy is robust but specific transactions (if any) must remain clearly disclosed.
Overall signal: Lloyd’s audit chair role, financial expertise, and voting support are positives for board effectiveness and investor confidence; compensation and ownership policies support alignment and risk control (no hedging/pledging), with strong governance practices (high say-on-pay support of 96.4% in 2024 indicating favorable investor sentiment toward oversight).