Thomas Kenny
AFLACAbout Thomas J. Kenny
Independent director of Aflac Incorporated since 2015; age 61. Former Partner and Advisory Director at Goldman Sachs, where he served as Co‑Head of Global Cash and Fixed Income Portfolio Management overseeing $600B+ across London, Tokyo, and New York; previously spent 13 years at Franklin Templeton; CFA charterholder . Board tenure at Aflac: 10 years; committees: Corporate Development, Corporate Social Responsibility & Sustainability, and Finance & Investment (Chair) . The Board has determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs Asset Management | Partner; Advisory Director; Co‑Head Global Cash & Fixed Income Portfolio team | 12 years | Oversaw >$600B multi‑strategy portfolios, teams across London/Tokyo/NY—deep insurance portfolio solutions expertise |
| Franklin Templeton | Investment professional | 13 years | Fixed‑income and portfolio management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nuveen Funds (a TIAA Company) | Co‑Chair; Executive Committee Chair; Member—Investment, Compliance, Nomination & Governance; Open‑End Funds Committee; Closed‑End & Dividend Committees | Since 2024–2025 | Executive Committee Chair (2024), Co‑Chair (2024); added Closed‑End and Dividend Committees in 2025 |
| ParentSquare | Director | Since 2021 | Governance oversight |
| Apeel Sciences | Director | Since 2025 | Strategic oversight |
| TIAA‑CREF Funds | Chairman, Board of Trustees | 2017–2023 | Chaired Executive Committee; served on Investment, Audit & Compliance, Nominating & Governance; Ad Hoc CREF Special Projects |
Board Governance
- Independence: The Board determined all director nominees other than the CEO are independent under NYSE standards; Kenny is independent .
- Committee assignments and chair roles:
- Finance & Investment Committee—Chair; 5 meetings in 2024 .
- Corporate Development Committee—Member; 2 meetings in 2024 .
- Corporate Social Responsibility & Sustainability Committee—Member; 2 meetings in 2024 .
- Attendance: The Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Engagement and refreshment: Kenny recommended Michael A. Forrester for Board nomination (financial and investment expertise), evidencing active involvement in board refreshment .
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Finance & Investment | Chair | 5 | Capital structure, dividends, share repurchases, liquidity; reinsurance strategy; hedging; pension/DC plan finance; investment policy and portfolio risk (liquidity, market, credit) |
| Corporate Development | Member | 2 | M&A, JVs, strategic investments, new geographies; oversight of Aflac Ventures US/Japan |
| CSR & Sustainability | Member | 2 | CSR/sustainability policy, metrics, reporting; environmental stewardship; coordination with FI and Compensation |
| Executive Sessions | Non‑employee directors meet in executive session at each regularly scheduled Board meeting | — | Independent oversight and performance discussions |
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual Cash Retainer | Non‑employee director retainer | $135,000 annually |
| Chair Fees | Committee chair fees (non‑AR chairs) | $25,000 annually (applies to FI Chair) |
| Audit & Risk Member Fee | Incremental for AR members | $15,000 annually (not applicable to Kenny) |
| 2024 Fees Earned | Cash retainer + FI Chair fee | $160,000 |
| Annual Equity Grant | Restricted stock grant at annual meeting | $180,051 grant‑date fair value; 2,156 shares at $84.73 on May 6, 2024 |
| Vesting (Annual Grants) | Director equity vesting | Vests at next annual meeting, generally subject to continued service; full vest on death, disability, or change‑in‑control |
Performance Compensation
| Item | Terms | Notes |
|---|---|---|
| Performance linkage | None for director equity | Non‑employee director equity awards are time‑based (restricted stock or options); 2024 grants were restricted stock, no options elected |
| Vesting schedule | Annual grant vesting | Vests at next annual meeting; full vesting upon death, disability, or Company change‑in‑control |
No director performance metrics (e.g., EPS, TSR, ESG) are tied to director compensation; director equity is time‑based per Board policy .
Other Directorships & Interlocks
- Current public/private boards: Nuveen Funds (various committees, leadership roles), ParentSquare (director), Apeel Sciences (director) .
- Prior boards: TIAA‑CREF Funds—Chairman and multiple committee leadership roles .
- Interlocks/conflicts: No related person transactions disclosed involving Kenny; Compensation Committee reported no interlocks or insider participation that would create conflicts in 2024 .
Expertise & Qualifications
- Deep investment management experience, including global fixed‑income leadership, portfolio solutions for insurance companies, and capital allocation perspective .
- Significant accounting and finance knowledge; extensive board leadership experience across mutual fund complexes and corporate boards; CFA charterholder .
- Contributes to capital allocation decision‑making and evaluation of strategic transactions that drive long‑term shareholder value .
Equity Ownership
| Item | Detail | Value/Count |
|---|---|---|
| Beneficial Ownership | Shares owned as of Feb 25, 2025 | 18,322 shares; less than 0.1% of outstanding; voting rights: 119,288 (time‑phased votes) |
| 2024 Restricted Stock Outstanding | Unvested director RSAs at year‑end | 2,156 shares (2024 grant), vests at 2025 annual meeting |
| Options | Exercisable/unexercisable | None listed for Kenny; 2024 director grants were RSAs (no options elected) |
| Pledging/Hedging | Restrictions and status | Directors prohibited from hedging and pledging; no director has pledged shares |
| Ownership Guidelines | Non‑employee directors | 5x annual cash retainer; each current non‑employee director exceeds or is working toward compliance within allowed timeframe |
Governance Assessment
- Strengths:
- Independent director with deep fixed‑income and insurance portfolio expertise; Chairs FI Committee overseeing capital, liquidity, hedging, and investment policy—core to Aflac’s ROE and dividend/repurchase strategy .
- Active in board refreshment (recommended Forrester nominee), aligning skills with investment oversight needs .
- Strong alignment mechanisms: time‑based equity grants, ownership guidelines (5x retainer), anti‑hedging/pledging policies; consistent attendance and independent executive sessions .
- Potential risks/RED FLAGS:
- External fund governance roles (Nuveen/TIAA‑CREF) could create perceived conflicts if Aflac invests with affiliated managers; no related‑party transactions disclosed involving Kenny; Audit & Risk Committee pre‑approves and oversees related person transactions and enterprise risk .
- No Section 16(a) delinquency reported for Kenny; company notes one delinquency for another officer only .
Overall, Kenny’s finance/investment leadership and FI Committee chair role enhance board effectiveness on capital allocation and investment risk; policies on independence, attendance, ownership, and anti‑hedging support investor confidence .