Virgil Miller
AFLACAbout Virgil Miller
Virgil R. Miller is President, Aflac U.S. (since 2023) and was appointed President, Aflac Incorporated effective January 1, 2025; age 56; joined Aflac U.S. in 2004 and previously served as Deputy President (2022–2023), EVP President of Group & Individual Benefits (2021–2022), and EVP COO (2018–2021) . Aflac’s 2024 performance context for pay-for-performance: net earnings $5.4B, diluted EPS $9.63, ROE 22.6%, adjusted EPS ex-FX $7.39, 3-year TSR +90.0% . The annual MIP for Miller weights U.S. segment performance (sales, net earned premium, expense ratio, pretax adjusted earnings) at 80% and corporate adjusted EPS ex-FX at 20% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Aflac U.S. | President | 2023–present | Leads U.S. operations; metrics drive sales, premium growth, expense discipline |
| Aflac Incorporated | President | Effective 2025 | Expanded enterprise leadership and accountability |
| Aflac U.S. | Deputy President | 2022–2023 | Senior operational oversight |
| Aflac U.S. | EVP, President of Group & Individual Benefits | 2021–2022 | Led Group/Individual benefits growth and operations |
| Aflac U.S. | EVP, Chief Operating Officer | 2018–2021 | Ran core U.S. operations |
| Aflac U.S. | Various roles | 2004–2018 | Progressive operating leadership since joining in 2004 |
External Roles
No external board or directorships disclosed for Mr. Miller in the available filings.
Fixed Compensation
| Metric | 2024 | 2025 (initial) |
|---|---|---|
| Base Salary ($) | 700,000 | 825,000 (effective 1/1/2025) |
| Target Bonus (% of salary) | 125% | 150% |
| Actual Bonus Paid (Non-Equity Incentive) ($) | 1,042,582 | N/A |
| Stock Awards – PBRS Grant-Date Fair Value ($) | 1,550,855 | ~2,475,000 expected (Feb 2025 PBRS) |
| PBRS Target Shares (2/15/2024 grant) | 19,646 | N/A |
| Perquisites ($) | 30,680 (aircraft 8,038; other 22,642) | |
| Company 401(k) Contributions ($) | 27,600 | |
| Company Contributions to Nonqualified Deferred Comp ($) | 261,387 |
Performance Compensation
Annual MIP design and 2024 outcomes
| Item | 2024 |
|---|---|
| Target MIP (% of base salary) | 125% |
| Earned MIP (% of base salary) | 149% |
| Corporate metric outcome | Adjusted EPS ex-FX $7.39 → maximum payout |
| U.S. segment new annualized premium | -1.0% YoY → no payout on that metric |
| U.S. segment net earned premium | +2.7% YoY → payout between minimum and target |
| U.S. total adjusted expense ratio | Above target → above-target payout |
| U.S. pretax adjusted earnings | -5.46% YoY → payout between target and maximum |
PBRS design (vesting and metrics)
| Grant Date | Target Shares | Vesting | Metrics | Payout Range | RTSR Modifier |
|---|---|---|---|---|---|
| 02/10/2022 | Included in 2022–2024 cycle | Cliff vest 3 years; vested 2/10/2025 | AROE, RBC, End-Point Expense Ratio | 50%–200% of target | 0.80x/1.00x/1.20x by TSR quartile |
| 02/09/2023 | 34,144 (unvested at 12/31/24, shown at max) | Cliff vest at 3 years | AROE, RBC, End-Point Expense Ratio | 50%–200% of target | TSR modifier as above |
| 02/15/2024 | 19,646 (target) | Cliff vest at 3 years | AROE, RBC, End-Point Expense Ratio | 50%–200% of target | TSR modifier as above |
2022–2024 PBRS performance payout (certified Feb 2025)
| Metric | Weight | Actual (3-yr avg) | Earned % of Target | RTSR Modifier | Final Payout % |
|---|---|---|---|---|---|
| AROE | 25% | 15.1% | 171.1% | 1.20x | 141.6% total |
| RBC (consolidated) | 25% | 706% | 200.0% | 1.20x | |
| End-Point Expense Ratio | 50% | 38.5% | 50.5% | 1.20x |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (2/25/2025) | 84,317 shares; voting rights 84,594 |
| Restricted Stock across 2023–2025 cycles | 61,161 shares (subject to performance; voting rights retained while restricted) |
| Unvested PBRS at 12/31/2024 | 34,144 (2023 cycle; $3,531,855 MV), 40,116 (2024 cycle; $4,149,599 MV) |
| 2022 PBRS (vested 2/10/2025) | 12,742 (noted in footnote; vested at 141.63% plus dividends) |
| 2024 stock awards vested | 10,690 shares; value realized $856,838 |
| Hedging / Pledging / 10b5-1 | Hedging prohibited; officers/directors may not pledge stock; 10b5-1 plans require Compensation Committee approval |
| Options | Company does not currently grant options; Miller has no option awards |
Employment Terms
| Scenario (as of 12/31/2024) | Severance ($) | Health & Welfare ($) | Retirement ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|---|---|
| Company termination without “good cause” or by executive for “good reason” | 2,800,000 | 39,754 | 1,403,618 | 2,696,478 | 6,939,850 |
| Voluntary termination without “good reason” | — | — | 1,403,618 | — | 1,403,618 |
| Death | — | — | 1,403,618 | 4,771,275 | 6,174,893 |
| Disability | — | — | 1,403,618 | 4,771,275 | 6,174,893 |
| Change-in-control termination (without “good cause” or for “good reason”) | 4,900,000 | 79,508 | 1,403,618 | 4,771,275 | 11,154,401 |
- Executive Officer Severance Plan (ESP) applies to Miller: outside 24 months post-CIC, benefits equal 150% of base salary plus target MIP bonus, plus prorated bonus and COBRA premium cash equivalent for 18 months; “Good Reason” includes material reduction in base/bonus opportunity or relocation beyond 25 miles; “Cause” is defined (e.g., felony, willful misconduct, policy violations, etc.) .
- Double-trigger applies to CIC provisions; no excise tax gross-ups; non-compete and confidentiality obligations apply under employment agreements framework .
- Equity vesting on certain terminations: upon termination without “good cause” or by NEO for “good reason,” outstanding equity becomes fully vested, with performance awards remaining subject to Company performance certification; retirement-eligible executives vest in awards granted ≥1 year before termination (subject to performance) .
Retirement and Deferred Compensation; Perquisites
- Pension Plan lump-sum payment in November 2024: $436,994 to Mr. Miller (Pension Plan termination) .
- 2024 All Other Compensation comprised of perquisites $30,680, Company 401(k) contribution $27,600, and nonqualified deferred compensation Company contribution $261,387 .
- Perquisites detail: personal use of company aircraft $8,038; other $22,642; no tax gross-ups on perquisites .
Investment Implications
- Alignment: Heavy PBRS exposure tied to ROE, RBC, and U.S. expense discipline, with RTSR overlay, aligns pay with profitability, capital strength, and cost control; Miller’s 2024 MIP outcome (149% of salary vs. 125% target) reflects strong corporate EPS ex-FX and solid U.S. margin outcomes despite weaker sales .
- Retention and selling pressure: Significant unvested PBRS (34,144 and 40,116 shares at YE 2024) and defined ESP severance terms reduce near-term turnover incentives; watch annual February PBRS vesting windows for potential tax-related share sales during vesting events (e.g., 10,690 shares vested in 2024) .
- Governance risk controls: Anti-hedging/pledging and long-standing clawback policy mitigate misalignment and misconduct risk; double-trigger CIC and absence of excise tax gross-ups align with shareholder-friendly practices .
- Focus areas for performance monitoring: U.S. segment sales recovery (new annualized premium fell 1.0% in 2024), maintaining net earned premium growth (+2.7%), and sustaining expense ratio improvements will be central to Miller’s incentive realization and signal U.S. execution quality .