Cynthia Egan
UnumAbout Cynthia L. Egan
Independent director at Unum Group since 2014; age 69 at the 2025 Annual Meeting. Serves on the Human Capital Committee and chairs the Regulatory Compliance Committee. Career includes senior leadership at T. Rowe Price Retirement Plan Services (President) and Fidelity Investments, plus a U.S. Treasury advisory role; brings deep retirement industry, regulated market, and technology/process transformation experience . The Board has determined Ms. Egan is independent under NYSE standards and company guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Senior Advisor on development of a Treasury-sponsored retirement savings program | 2014–2015 | Advisory capacity on retirement program design |
| T. Rowe Price Retirement Plan Services, Inc. | President | 2007–2012 | Led large-scale delivery of complex financial products/services; technology/process improvement leadership |
| Fidelity Investments | Various leadership/executive roles including President of Fidelity Charitable Gift Fund | 1989–2007 | Institutional and retail client services; operational leadership in regulated environment |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| The Hanover Insurance Group, Inc. | Director; Chair since Dec 2020 | Since 2015 | Insurance industry board leadership; ordinary-course dealings across directors’ affiliated entities are reviewed and deemed immaterial for independence (≤1% revenues); independence maintained |
| Huntsman Corporation | Director; Vice Chair and Lead Independent Director since Jan 2022 | Since 2020 | Chemicals industry; board leadership role |
| BlackRock Fixed Income Fund Complex | Director | Since 2016 | Asset management fund board |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Regulatory Compliance | Chair | 4 |
| Human Capital | Member | 6 |
- Independence: Board determined Ms. Egan is independent .
- Tenure: Director since 2014 .
- Attendance and engagement: Board met 8 times in 2024; average director attendance exceeded 99%, and each incumbent director attended at least 94% of Board and committee meetings; independent directors held five executive sessions chaired by the non-executive Chairman (Lead Independent Director) .
- Human Capital Committee composition: 2024 members included DeVore (Chair), Egan, King, O’Hanley; none served as company officers; no compensation committee interlocks involving Unum executives .
- Committee governance: Audit, Risk & Finance, Governance, Human Capital, Regulatory Compliance—charters available on IR website .
Fixed Compensation
| Element | 2024 Pay ($) |
|---|---|
| Annual cash retainer (all directors) | 125,000 |
| Annual restricted stock unit award (all directors) | 175,000 |
| Additional annual cash retainer – Committee Chairs | 25,000 |
| Additional annual cash retainer – Board Chairman (50% cash/50% equity) | 225,000 |
| Cynthia L. Egan – 2024 Non-Employee Director Compensation | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Amounts (paid in advance for 2024/2025 Board service) | 150,000 | 174,987 (RSUs) | 10,000 (charitable match program) | 334,987 |
Notes:
- On May 23, 2024, each non-employee director received 3,342 RSUs under the 2022 Stock Incentive Plan; Board Chairman received an additional 2,149 RSUs .
- Directors may elect to defer cash fees into deferred share rights; several directors did so in 2024 (not specifically noted for Egan) .
Performance Compensation
| Grant Date | Instrument | Units | Grant-Date Fair Value ($) | Vesting/Dividend Features |
|---|---|---|---|---|
| May 23, 2024 | RSUs | 3,342 | 174,987 | Director RSU dividends accrue in cash and are paid at vesting; unvested RSUs would vest upon retirement if years-of-service requirement met |
- No options or performance-based director awards disclosed; director equity is time-based RSUs .
Other Directorships & Interlocks
| External Entity | Sector | Relationship to Unum | Independence/Conflict Considerations |
|---|---|---|---|
| The Hanover Insurance Group | Insurance | Industry adjacency | Board independence review covers ordinary course dealings with directors’ affiliated entities; amounts ≤1% of both companies’ revenues deemed immaterial; independence affirmed |
| Huntsman Corporation | Chemicals | None | No related party transactions reported since beginning of 2024 |
| BlackRock Fixed Income Fund Complex | Asset Management | None | As above; independence affirmed |
Expertise & Qualifications
- Business Operations; Corporate Governance Leadership; Insurance/Financial Industry Experience; Investment Markets; Regulatory/Risk Management; Technology/Digital Transformation; public company board experience .
Equity Ownership
| Holder | Shares of Common Stock | Shares Subject to Settleable Rights or Units | Total Beneficially Owned | Percent of Class | Pledged |
|---|---|---|---|---|---|
| Cynthia L. Egan | 46,306 | 3,342 | 49,648 | <1% | None; company states no pledges by directors/executives |
- Additional unvested RSUs not settleable within 60 days: 3,342 units as of March 24, 2025 .
- Director stock ownership guidelines: 5x annual cash retainer (= $625,000) .
- Compliance: As of December 31, 2024, each of the 11 non-employee directors met the ownership requirement (includes Egan) .
- Hedging/pledging prohibited by policy; directors and executive officers barred from pledging stock; hedging derivatives prohibited .
Governance Assessment
- Committee leadership and expertise: Chair of Regulatory Compliance; member of Human Capital—positions central to oversight of public policy, compliance, human capital strategy, and investor ESG expectations .
- Independence and conflicts: Board formally affirmed independence; related-party transaction policy routes potential conflicts to disinterested Audit Committee members; no related-party transactions since 2024; ordinary-course dealings at ≤1% revenue thresholds do not impair independence .
- Engagement: Strong board-level attendance (>99% average; all ≥94%); five independent director executive sessions signal active oversight; committee cadence (Regulatory Compliance: 4; Human Capital: 6) aligns with risk/compliance and human capital priorities .
- Ownership alignment: Meets rigorous 5x retainer guideline; RSU design with retention requirements (100% of shares retained until guideline met) supports alignment; no pledging/hedging permitted .
- Director pay structure: Balanced cash/equity mix at market-median levels, benchmarked by independent consultant Pay Governance LLC; no changes proposed for 2025/2026 after competitive review (general industry sample: 118 companies; revenues aligned with Unum at ~$12.9B) .
RED FLAGS
- None disclosed: No related-party transactions; no pledging; no hedging; no options repricing; attendance strong; director equity time-based with retention requirements .
- Monitoring points: Multiple external board leadership roles (Hanover Chair; Huntsman Vice Chair/Lead Independent) could present time-commitment risk; current attendance metrics mitigate this concern .