Miwako Hosoda
AFLACAbout Miwako Hosoda
Dr. Miwako Hosoda, age 55, is an independent director of Aflac Incorporated (director since 2023) and a Professor at Seisa University’s Faculty of Life Network Science. A public health sociologist, she brings 30+ years of interdisciplinary expertise spanning public health, bioethics, social welfare, environmental science, and the digitization/AI of healthcare; she serves on Aflac’s Corporate Social Responsibility & Sustainability (CSR&S) Committee. Her board tenure centers on Japanese public health insights and stakeholder engagement, complementing Aflac’s core market exposure to Japan.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seisa University | Professor, Faculty of Life Network Science | 2012–present | Vice President (2013–2021); research/teaching in sociology of health and health governance |
| University of Tokyo, Institute of Medical Science | Project Researcher | 2023–present | Research on health systems/public health |
| Harvard T.H. Chan School of Public Health | Research Fellow (Takemi Fellow 2008–2010; Abe Fellow 2010–2012) | 2008–2012 | Research in global health and population; society/human development/health |
| Columbia University Mailman School of Public Health | Associate, Sociomedical Sciences | 2005–2008 | Academic research/engagement in public health sociology |
| Japan Society for the Promotion of Science | Research Fellow | 2002–2005 | Competitive national research fellowship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Tokyo, New York Office, Inc. | Board Director | 2023–present | Board governance/oversight |
| Brain Injury Caring Communities Society | Board Director (2017–2020); President | President since 2023 | Patient/community advocacy leadership |
| Inclusive Action For All | Representative Director | 2020–present | Inclusive health/community initiatives |
| Asia Pacific Sociological Association | Vice President (since 2021); President | President 2017–2020 | Regional academic leadership and networks |
| Japanese Foundation for Cancer Research | Board of Trustees | 2015–2021 | Oversight of cancer research foundation |
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent under NYSE standards. Dr. Hosoda is independent.
- Committees: Corporate Social Responsibility & Sustainability (CSR&S) Committee member; CSR&S met 2 times in 2024 (Chair: Arthur R. Collins; members include W. Paul Bowers, Miwako Hosoda, Thomas J. Kenny).
- Attendance: In 2024, the Board met four times and all directors attended at least 75% of Board and committee meetings for periods served; all directors attended the 2024 Annual Meeting.
- Years of service on Aflac board: Since 2023.
- Lead Independent Director structure and committee independence practices are in place (Audit & Risk, Compensation, Corporate Governance committees fully independent).
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $135,000 | Standard non-employee director retainer for 2024 |
| Committee Membership Fees | $0 | Audit members +$15k; not applicable to Hosoda in 2024 |
| Committee Chair Fees | $0 | Chairs +$25k (CSR&S chair is Collins) |
| Meeting Fees | $0 | Not separately paid (retainers used) |
| Total Cash Earned | $135,000 | As reported for Dr. Hosoda in 2024 Director Compensation table |
Performance Compensation
Note: Aflac uses time-based director equity to align with shareholders; there are no performance metrics tied to director equity awards (vesting conditioned on continued service; accelerated on death/disability/change-in-control).
| Equity Element | 2024 Terms | Detail/Metric |
|---|---|---|
| Annual Director Equity Grant | $180,051 | Granted as restricted stock; grant-date fair value based on 5/6/2024 closing price $84.73 |
| Shares Granted (Outstanding as of 12/31/24) | 2,156 shares | As of year-end, Hosoda held 2,156 restricted shares from 2024 annual grant; vests at next annual meeting (approx. 1-year) |
| Vesting | Next annual meeting | One-year vesting for annual director grants; full vesting upon death, disability, or change in control |
| Form/Taxes | Restricted stock | Directors may elect options in lieu of restricted stock in some cases; 2024 grants were in restricted stock |
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| University of Tokyo, New York Office, Inc. | Non-profit | Board Director (since 2023) | None disclosed with Aflac suppliers/customers/competitors |
| Brain Injury Caring Communities Society | Non-profit | President (since 2023) | None disclosed |
| Inclusive Action For All | Non-profit | Representative Director (since 2020) | None disclosed |
| Asia Pacific Sociological Association | Academic association | VP (since 2021); Past President | None disclosed |
| Japanese Foundation for Cancer Research | Non-profit | Trustee (2015–2021) | None disclosed |
Related-person transactions: Aflac discloses transactions involving the CFO’s spouse employment and Japan Post alliance; no transactions involving Dr. Hosoda were disclosed.
Expertise & Qualifications
- Public health and health governance: Extensive scholarship on social aspects of healthcare, collaborative problem-solving across welfare/education/medical sectors, and patient community engagement; includes comparative health governance.
- Digital/AI in healthcare: Expertise in digitization and AI usage in healthcare and associated risks—relevant to Aflac’s risk oversight and product-market fit in Japan.
- Bioethics, social welfare, environmental science: Interdisciplinary competencies aligned with CSR&S oversight.
- Japanese market perspective: Deep understanding of the Japanese public health landscape, aligning with Aflac Japan’s strategic context.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 5,687 | As of Feb 25, 2025; no pledged shares |
| Voting Rights | 5,687 | Time-phased voting applies; these shares reflected as one-vote shares in table |
| Restricted Stock Outstanding (12/31/24) | 2,156 | 2024 annual grant; vests at next annual meeting |
| Ownership Guidelines | 5x annual cash retainer | Restricted shares count; stock options do not; 5-year compliance window for new directors |
| Compliance Status (Company-wide disclosure) | Exceeds or working toward within allowed time | Company reports each Non-employee Director exceeds or is on track within time frame |
Governance Assessment
- Board effectiveness: Independent director with domain expertise directly relevant to CSR&S and Japanese market health dynamics; serves on CSR&S, which met 2x in 2024 and oversees sustainability, community impact, and related disclosures—consistent with Aflac’s ESG emphasis.
- Alignment/incentives: Balanced director pay (cash + equity). 2024 total: $315,051 (cash $135,000; equity $180,051), with equity vesting tied to continued service—aligns with shareholder value without encouraging risk-taking. Ownership guidelines (5x retainer) and anti-hedging/anti-pledging safeguards bolster alignment.
- Independence/attendance: Independent under NYSE standards; the company reports all directors met at least the 75% attendance threshold and attended the 2024 annual meeting, supporting engagement expectations.
- Conflicts/related-party risk: No related-party transactions disclosed for Hosoda; no pledging; low conflict profile. (Company does disclose CFO spouse employment and Japan Post arrangements; neither involves Hosoda.)
- Red flags: None identified for Hosoda. Pay structure is standard for Aflac directors; no tax gross-ups on perquisites; no option repricing; directors subject to anti-hedging/anti-pledging policies.
Overall, Dr. Hosoda enhances board oversight on CSR&S and Japan-related public health trends, with clean independence and alignment signals for investors. Her profile suggests low governance risk and credible stakeholder insights into Aflac’s largest market.