Katherine Rohrer
AFLACAbout Katherine T. Rohrer
Katherine T. Rohrer, age 71, is Vice Provost Emeritus at Princeton University and has served on Aflac Incorporated’s Board since 2017; she is independent under NYSE rules and sits on the Compensation, Corporate Governance (Chair), and Executive Committees . Her background includes senior academic administration, budget oversight, governance, and endowment management, with prior faculty service at Columbia University .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Princeton University | Vice Provost for Academic Programs; Vice Provost Emeritus; prior associate dean roles | 1988–2015 (VP Academic Programs 2001–2015; Emeritus thereafter) | Led academic governance and prioritization; institutional budget decisions; senior talent recruitment; messaging and endowment oversight |
| Columbia University | Assistant Professor | 1982–1988 | Faculty responsibilities; academic governance experience foundation |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Emory University | Trustee; Trustee Emerita | 2008–2022 | Academic Affairs Committee Chair (2013–2020); Executive Committee (2012–2022); Finance Committee (2014–2020) |
| Morristown-Beard School; Trinity Church (Princeton, NJ); Crisis Ministry of Trenton and Princeton (“Arm in Arm”); Dryden Ensemble | Board service (prior) | Not disclosed | Community and nonprofit governance participation |
Board Governance
- Committee assignments: Compensation Committee member; Corporate Governance Committee Chair; Executive Committee member .
- Independence: Board determined Rohrer (and all non-employee nominees) are independent under NYSE standards; no material relationships disclosed .
- Attendance: The Board met 4 times in 2024; all Directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Engagement: As Corporate Governance Chair, she oversees director nominations, committee assignments, governance principles, board evaluations, and succession planning; the CG Committee met 2 times in 2024 .
- Executive sessions: Non-employee Directors meet in executive session regularly; the Lead Non-Management Director facilitates these and the annual Board self-evaluation .
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Corporate Governance | Chair | 2 | Director nominations; committee assignments; governance principles; board evaluation; succession |
| Compensation | Member | 4 | Executive pay design; goal setting; CEO and officer evaluations; risk in incentives; plan oversight |
| Executive | Member | 3 | Acts on Board-delegable matters between meetings; includes committee chairs and Lead Independent Director |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard for all Non-employee Directors |
| Committee chair fee (Corporate Governance) | $25,000 | Chair fee for CG, CSR, CD, FI committees; higher fee for Audit Chair |
| Total fees earned | $160,000 | Reported as Fees Earned in Director Compensation Table |
Performance Compensation
Non-employee Director equity is time-based (not performance-conditioned). In 2024, the Board granted restricted stock to directors that vests at the next annual meeting, generally subject to continued service; no directors elected options in lieu of the annual equity grant .
| Grant Attribute (2024) | Detail |
|---|---|
| Grant date | May 6, 2024 |
| Form | Restricted stock (time-based) |
| Shares granted | 2,156 shares (as of 12/31/24 held outstanding) |
| Grant fair value | $180,051 (based on $84.73 closing price on grant date) |
| Vesting | Vests at next annual meeting; initial new-Director grants vest after 1 year; 100% vest on death/disability/change-in-control |
Performance metrics tied to director compensation: None disclosed; director equity aligns interests via ownership and time-based vesting, not performance hurdles .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no member was a current/former officer of Aflac or had relationships requiring disclosure, and no Aflac executive sat on another company’s comp committee with an Aflac Director in 2024 .
Expertise & Qualifications
- Academic governance and budget management; endowment oversight; stakeholder communications; senior talent recruitment .
- Governance leadership as Corporate Governance Chair (nominations, structure, evaluations, succession) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Feb 25, 2025) | 20,511 shares; less than 0.1% of outstanding |
| Restricted stock outstanding (12/31/24) | 2,156 shares (counts toward ownership guidelines) |
| Pledged shares | None; no Director has pledged shares |
| Hedging/Pledging policy | Directors prohibited from hedging and pledging Company stock; 10b5-1 plans require Compensation Committee approval |
| Ownership guidelines | 5x annual cash retainer; time-based unvested restricted shares count; options do not |
| Compliance status | All current Non-employee Directors either meet or are on-track within the allowed timeframe |
Governance Assessment
- Strengths: Independent status; Chair of Corporate Governance Committee overseeing nominations, board evaluation, and succession; strong attendance; robust anti-hedging/pledging restrictions and ownership guidelines; no pledged shares; director equity promotes alignment .
- Compensation oversight: As a Compensation Committee member, participates in an independent, consultant-supported pay program (Mercer), with independence assessed and no conflicts found; strong say-on-pay support (96.4%) reinforces shareholder confidence in compensation governance .
- Watch items: Director equity is time-based versus performance-conditioned; while typical for directors, it provides alignment via ownership rather than explicit performance metrics .
Related-party exposure: No related-person transactions disclosed involving Rohrer; Company policy requires Audit & Risk Committee review/approval of any such transactions over $120,000 and disclosed ongoing related-party items do not involve directors generally; none involve Rohrer .