Max Brodén
AFLACAbout Max Brodén
Senior Executive Vice President and Chief Financial Officer of Aflac Incorporated; promoted to Senior EVP effective January 1, 2025 . His pay-for-performance is anchored to capital efficiency and solvency metrics: Adjusted ROE (currency-neutral), U.S. Risk-Based Capital, and Japan Solvency Margin/Economic Solvency Ratio, with a relative TSR modifier on long-term equity awards . Company performance context: 2024 net earnings $5.4B; adjusted EPS ex-FX $7.39; adjusted ROE ex-FX 17.7%; three-year TSR +90% . Aflac’s 2024 say‑on‑pay received 96.4% support, reflecting strong shareholder alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aflac Incorporated | Executive Vice President, Chief Financial Officer; promoted to Senior Executive Vice President effective Jan 1, 2025 | — | Finance leadership; compensation program design and target setting for PBRS and MIP aligned to AROE/RBC/SMR/ESR and shareholder TSR |
Note: No additional prior roles were disclosed in the latest proxy/8‑K set.
External Roles
No external directorships or outside roles for Max Brodén were disclosed in the 2024–2025 proxy filings.
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $655,000 | $750,000 | $850,000 |
| Target MIP (% of Base) | 175% | 175% | 175% |
| Target LTI (% of Base) | — | — | 300% |
| All Other Compensation ($) | $356,238 | $479,749 | $526,983 |
| Perquisites ($) | — | $29,509 | $23,042 |
| Company 401(k) Contribution ($) | — | $26,400 | $27,600 |
| Company EDCP Contribution ($) | — | $423,840 | $476,341 |
Performance Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,724,741 | $2,428,668 | $2,510,924 |
| Non-Equity Incentive Plan ($) | $1,303,206 | $2,075,603 | $2,325,606 |
| 2024 MIP – Payout vs Target | Target (% of Base) | Earned (% of Base) |
|---|---|---|
| Management Incentive Plan | 175% | 274% |
| 2024 MIP – Metric Weighting (Max Brodén) | Weight |
|---|---|
| Corporate: Adjusted EPS (currency-neutral) | 40.00% |
| U.S.: New Annualized Premium | 10.29% |
| U.S.: Net Earned Premium | 10.29% |
| Japan: New Annualized Premium | 14.28% |
| Japan: Net Earned Premium | 14.28% |
| Global Investments: Net Investment Income | 10.86% |
| Total | 100% |
| 2024 PBRS (LTI) – Metric Weighting | Weight |
|---|---|
| Adjusted ROE (currency-neutral) | 70% |
| Risk-Based Capital (RBC) | 15% |
| Solvency Margin Ratio / Economic Solvency Ratio (SMR/ESR) | 15% |
| RTSR vs Peer Group | ±20% modifier |
| 2024–2026 PBRS Performance Targets (All NEOs except Mr. Miller) | Threshold | Target | Maximum |
|---|---|---|---|
| 3-yr avg currency-neutral AROE | 11.0% | 13.0% | 16.0% |
| 3-yr avg RBC | 350% | 400% | 500% |
| 3-yr avg SMR/ESR | 500% | 600% | 700% |
| RTSR Modifier | 0.80x (≤25th pct) | 1.00x (25th–75th pct) | 1.20x (≥75th pct) |
| Payout Cap | — | 100% | 200% |
| 2024 Stock Vested (during FY2024) | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| PBRS/RSU Vesting | 76,741 | $6,128,607 |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficially Owned Shares | 217,334 |
| Voting Rights | 259,346 |
| Options Exercisable (within 60 days) | 4,668 |
| Unvested PBRS/Restricted Shares (by grant date) | 53,582 (2/10/22); 56,281 (2/9/23); 64,950 (2/15/24) |
| Market Value of Unvested Stock (12/31/2024 close $103.44) | $5,542,522 (2022); $5,821,707 (2023); $6,718,428 (2024) |
| Shares Pledged as Collateral | None (pledging prohibited for officers; “no pledged shares”) |
| Ownership Guideline (Section 16 officers) | 3x base salary; time-based unvested restricted shares count; PBRS/options do not |
| Compliance Status | All NEOs exceed or are on track within allowed timeframe |
| Insider Trading/10b5‑1/Hedging/Pledging Policies | Hedging prohibited; pledging prohibited for officers/directors; 10b5‑1 plans require Compensation Committee approval |
Related party: spouse employed at Aflac; 2024 total compensation $209,298; Audit & Risk Committee reviewed and approved as commensurate with peers .
Delinquent Section 16(a): Administrative late Form 4 filings (restricted stock grants and spouse’s tax-withholding trades) corrected May 3, 2024 .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | In place; addresses compensation/benefits, termination for cause/without cause, death, disability; non-compete/confidentiality |
| Remaining Contract Term (as of 12/31/2024) | 28 months |
| Severance – No CIC (Company without “good cause” or Employee for “good reason”) | Salary continuation and non‑equity incentive award payments for remaining term; continued health/welfare benefits per agreement |
| Severance – With CIC (Double Trigger) | Lump sum = 3x (base salary + MIP paid per agreement periods); equity fully vests, performance equity treated at maximum |
| Non‑Compete | Two-year prohibition post voluntary termination without good reason or termination for good cause |
| Equity Acceleration | CoC: all outstanding equity awards become fully vested; performance criteria considered satisfied at maximum |
| Clawback | Long-standing clawback policy (updated for current regulations) |
| 2024 Potential Payments – Illustrative (Assume termination 12/31/2024) | Amount ($) |
|---|---|
| Change in Control Termination – Total (Max Brodén) | $30,838,576 |
| Death – Total | $28,048,626 |
| Disability – Total | $25,655,454 |
Investment Implications
- Strong performance alignment: High weighting to currency-neutral Adjusted ROE and solvency (RBC/SMR/ESR) on PBRS ties pay to capital efficiency and balance sheet strength—key value drivers for a life/health insurer; RTSR modifier adds shareholder-relative benchmarking .
- Near-term cash incentives (MIP) balanced across corporate EPS, U.S. and Japan growth/profitability, and investment income, yielding above‑target payout (274% of base) on 2024 results; reflects robust consolidated EPS ex‑FX ($7.39) despite mixed U.S. sales and lower pretax adjusted earnings, indicating diversified levers and disciplined expense control .
- Ownership/retention: No hedging/pledging, mandatory ownership at 3x salary, and ongoing compliance suggests meaningful skin‑in‑the‑game; significant 2024 vesting ($6.13M) could create periodic liquidity needs but policies mitigate misalignment .
- Contractual protections: Double-trigger CIC with 3x multiple and equity acceleration at maximum is shareholder standard; two‑year non‑compete lowers transition risk; clawback enhances governance .
- Governance watchpoints: Related-party employment of spouse (comp reviewed/approved) and minor Section 16 filing delay addressed; not indicative of systemic issues but worth monitoring for process rigor .
- Shareholder sentiment: 2024 say‑on‑pay approval of 96.4% signals broad investor support for design and outcomes .
Company performance references: Net earnings $5.4B; adjusted EPS ex‑FX $7.39; adjusted ROE ex‑FX 17.7%; 3‑yr TSR +90% .