W. Paul Bowers
AFLACAbout W. Paul Bowers
Lead Non-Management Director of Aflac Incorporated; independent director since 2013; age 68. Former Chairman and CEO of Georgia Power (2011–2021) and former CFO of Southern Company (2008–2010). Designated Audit & Risk Committee “financial expert” and serves as Lead Non-Management Director, providing independent board leadership and shareholder engagement oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Power (Southern Company subsidiary) | Chairman & CEO | 2011–2021 | Led a large regulated utility; deep experience in regulated markets, finance, cyber and operational risk |
| Georgia Power | President | 2011–Nov 2020 | Operations leadership across a complex P&L in a highly regulated industry |
| Southern Company | Chief Financial Officer | 2008–2010 | Enterprise-level finance, capital allocation, and risk oversight |
| Southern Company Generation / Southern Power | Senior executive roles | Various | Corporate development and operational execution |
| South Western Electricity LLC/Western Power Distribution (UK) | President & CEO | Prior to 2011 | International utility leadership, regulatory interface |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exelon Corporation | Director | Since 2021 | Audit Committee (since 2022; Chair since 2023); Corporate Governance Committee (since 2022) |
| Brand Industrial Holding, Inc. | Audit Committee Chair | Since 2019 | Private industrial services; audit oversight |
| Nuclear Electric Insurance Ltd. | Director; Chairman | Since 2009; Chair 2017–2019 | Industry risk pooling and insurance governance |
| Atlanta Committee for Progress | Chair | 2016 | Civic leadership |
| Board of Regents, Univ. System of Georgia | Regent | 2014–2018 | Higher education governance |
| Federal Reserve Bank of Atlanta Energy Policy Council | Member | 2008–2018 | Macroeconomic and energy policy input |
Board Governance
- Independence and leadership: Independent director; Lead Non-Management Director (since 2019). Lead responsibilities include setting executive-session agendas, presiding in CEO-conflict topics, liaison with management, shareholder outreach, and facilitating board self-evaluations .
- Committees: Audit & Risk (Financial Expert), Corporate Development (Chair), Corporate Social Responsibility & Sustainability, Executive .
- Committee activity (2024): Audit & Risk – 9 meetings; Corporate Development – 2; CSR & Sustainability – 2; Executive – 3 .
- Board attendance: The Board met 4 times in 2024; all directors attended at least 75% of Board and assigned committee meetings (meets attendance expectations) .
- Board composition/quality: 91% of nominees independent; strong risk, investment, and operations skills across the board .
- Risk and strategy oversight: Lead letter emphasizes oversight of cybersecurity (including CrowdStrike outage), AI, capital allocation (SAA 2025–2027), and internal reinsurance (Aflac Re) .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (Non-employee Directors) | $135,000 | Standard cash retainer |
| Audit & Risk Committee membership | $15,000 | Additional annual fee |
| Committee Chair (Comp, CG, CSR&S, CD, FI) | $25,000 | Additional annual fee (AR Chair is $35,000) |
| Lead Non-Management Director | $50,000 | Additional annual fee |
| Form of pay election | Cash or elect in options/restricted stock | One director elected restricted stock in lieu of cash in 2024 |
| Bowers 2024 “Fees Earned or Paid in Cash” | $225,043 | He elected to receive his retainer/fees as restricted stock valued at $84.73 on May 6, 2024 |
Performance Compensation
| Element | Grant Policy | 2024 Amount | Vesting/Performance |
|---|---|---|---|
| Annual equity grant (Non-employee Directors) | Approx. $180,000 in restricted stock (or options/SARs at Board discretion) | $180,051 (Bowers) | Annual grants vest at next annual meeting; Director awards are time‑based (no performance metrics). 100% vest on death, disability, or change in control . |
| Performance metrics for Director equity | N/A | — | Director equity is not performance-based; time-vest only . |
| Stock ownership guidelines | 5x annual cash retainer | — | Time-based unvested restricted shares count; options do not. Directors meet or are on path within allowed time . |
| Hedging/pledging/10b5‑1 | Prohibited (pledging prohibited for directors); 10b5‑1 plans require Comp Committee approval | — | Insider trading policy applies to directors . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Exelon Corporation (Director since 2021; Audit Committee Chair since 2023; Corporate Governance Committee member since 2022) |
| Compensation Committee interlocks | None in 2024; no Aflac director served on another company’s comp committee where an Aflac executive was an officer |
| Related-party transactions | No Bowers-specific related‑person transactions disclosed; Aflac’s policy requires Audit & Risk Committee approval of any such transactions |
Expertise & Qualifications
- Financial expert (Audit & Risk Committee “AR*” designation) with CFO background; deep regulated-utility operating experience; cyber and operational risk oversight; corporate development and capital allocation experience; international operating exposure (UK subsidiary) .
- As Lead Non-Management Director, engages with investors and leads executive sessions, enhancing independent oversight and board effectiveness .
Equity Ownership
| Holder | Shares Beneficially Owned | Voting Rights | Notes |
|---|---|---|---|
| W. Paul Bowers | 67,491 | 348,824 | <0.1% of outstanding shares; no pledged shares. Held 4,851 restricted shares at 12/31/24 from 2024 grant . |
Governance Assessment
- Strengths: Independent Lead Director with audit financial expert credentials; chairs Corporate Development; active on Audit & Risk and CSR&S; elected to take retainer in stock (alignment); robust anti‑hedging/anti‑pledging policy and 5x retainer ownership guideline; no pledged shares; no related‑party transactions; board-wide Say‑on‑Pay support 96.4% in 2024 indicating shareholder confidence .
- Engagement/attendance: Board and committee activity robust in 2024; all directors met ≥75% attendance; Lead Director leads investor outreach and executive sessions, reinforcing independent oversight .
- Potential watch items: Significant external commitments (e.g., Exelon board chairing Audit) require ongoing monitoring for workload, though no interlocks or conflicts disclosed; independence affirmed annually .
- Overall view: Strong governance profile and alignment signals (equity-heavy director pay; no pledging; strict trading policies). Committee leadership and risk oversight focus (cyber, AI, capital allocation) are positives for investor confidence .
Appendices
- Meeting Attendance: The Board met 4 times in 2024; all directors attended at least 75% of Board/committee meetings for their service period .
- Director Compensation Table (select line for Bowers): Fees (in stock) $225,043; Stock Awards $180,051; Total $405,094 (2024) .
- Committee Meetings (2024): Audit & Risk (9); Corporate Development (2); CSR & Sustainability (2); Executive (3) .
- Independence: Board determined all directors other than the CEO are independent under NYSE standards .