Kevin Kabat
UnumAbout Kevin T. Kabat
Kevin T. Kabat, age 68 at the 2025 Annual Meeting, has served on Unum’s Board since 2008 and is the non‑executive Chairman of the Board; he is deemed the Lead Independent Director under Unum’s governance guidelines and is classified by the Board as an independent director . Kabat is the retired CEO and Vice Chairman of Fifth Third Bancorp and brings executive leadership, financial, operating, strategic planning, and risk management experience from highly regulated financial services .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fifth Third Bancorp | Chief Executive Officer | 2007–2015 | Led turnaround and strategy execution in regulated financial services |
| Fifth Third Bancorp | President | 2006–2012 | Senior operating leadership |
| Fifth Third Bancorp Board | Executive Chairman | 2008–2010 | Board leadership |
| Fifth Third Bancorp Board | Executive Vice Chairman | 2012–2016 | Board leadership |
| E*TRADE Financial Corporation (prior) | Director; Lead Independent Director | 2016–2020 | Lead independent oversight |
| AlTi Global, Inc. (prior) | Chair | Jan–Aug 2023 | Short‑term Chair role |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| NiSource Inc. | Director; Chair | Director since 2015; Chair since May 2019 | Current public company board leadership |
| Crown Castle Inc. | Director | Since 2023 | Current public company board |
Board Governance
- Non‑executive Chairman and Lead Independent Director responsibilities include presiding at Board and executive sessions, approving agendas/materials, calling meetings of independent directors, advising on Board/committee leadership succession, leading evaluations, engaging advisors for independent directors, serving as liaison and point of contact for shareholder communications, and being available to major shareholders .
- Board independence: all directors except the CEO are independent; Kabat is independent .
- Board and committee attendance: in 2024, the Board met 8 times; average attendance exceeded 99%, with each incumbent ≥94%; all directors attended the 2024 Annual Meeting . In 2023, attendance was 100% and independent directors met in executive session five times; executive sessions in 2024 also occurred five times, chaired by Kabat .
- Committee memberships: Kabat currently serves as Board Chairman and is not listed on standing committees in 2024; Unum’s standing committees are Audit, Risk & Finance, Governance, Human Capital, and Regulatory Compliance .
- Historical service: Kabat served on the Human Capital Committee during 2023 per Compensation Committee interlocks disclosure .
- Outside board limits: Unum limits directors to ≤3 public company boards (besides Unum) and ≤2 audit committees (besides Unum); the company reports all directors are in compliance .
Fixed Compensation
| Component | Amount ($) | Details |
|---|---|---|
| Annual cash retainer | 125,000 | Standard for all non‑employee directors |
| Board Chairman additional annual cash retainer (cash portion) | 112,500 | 50% of the $225,000 Chairman retainer is paid in cash |
| Total fees earned or paid in cash (2024 reported) | 237,500 | Kabat’s 2024 cash fees |
Performance Compensation
| Equity Component | Grant Date | Shares (#) | Fair Value ($) | Notes |
|---|---|---|---|---|
| Annual RSU award | May 23, 2024 | 3,342 | Included in total stock awards | Granted to each non‑employee director under 2022 Stock Incentive Plan |
| Additional RSUs for Board Chairman | May 23, 2024 | 2,149 | Included in total stock awards | Additional grant for Chairman service |
| Total stock awards (2024 reported) | 2024 | — | 287,509 | Kabat’s aggregate equity grant fair value under ASC 718 |
| Unvested RSUs held at FY‑end | 12/31/2024 | 5,491 | — | RSU dividends accrue in cash and pay at vesting |
Note: Director compensation at Unum is time‑based (RSUs) and not tied to performance metrics; no director performance metrics are disclosed .
Other Directorships & Interlocks
| Company | Role | Since | UNM Interlock/Notes |
|---|---|---|---|
| NiSource Inc. | Director; Chair | Director since 2015; Chair since May 2019 | Interlock: UNM director Theodore H. Bunting, Jr. also serves on NiSource’s board |
| Crown Castle Inc. | Director | Since 2023 | No disclosed interlock with UNM directors |
| E*TRADE Financial Corporation (prior) | Director; Lead Independent Director | 2016–2020 | Prior board; LID role |
| AlTi Global, Inc. (prior) | Chair | Jan–Aug 2023 | Prior role |
Expertise & Qualifications
- Accounting/Auditing; Business Operations; Capital Management; CEO/CFO experience; Corporate Governance leadership; Insurance/Financial industry experience; Regulatory/Risk management; recent public company board experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares of common stock | 114,704 | Beneficially owned as of March 24, 2025 |
| Shares subject to settleable rights/units (within 60 days) | 5,491 | RSUs that may be settled within 60 days or upon termination; excludes longer‑dated units |
| Total shares beneficially owned | 120,195 | Less than 1% of class |
| Deferred share rights | — | Kabat had no deferred share rights listed in the FY‑end table |
| Unvested RSUs (FY‑end) | 5,491 | RSUs not yet vested as of 12/31/2024 |
| Director ownership guideline | 5x annual cash retainer ($625,000) | All 11 non‑employee directors met the requirement as of 12/31/2024 |
| Hedging/pledging policy | Prohibited for directors and executive officers | Company policy bans hedging and pledging |
| Pledging status | None | Company states it does not believe any director’s shares are pledged |
Governance Assessment
- Board effectiveness and engagement: Strong attendance (≥94% for each director; 99% average) and regular executive sessions chaired by Kabat signal robust independent oversight and active engagement .
- Independence and conflicts: Kabat is independent; Unum’s independence review found ordinary‑course dealings with other institutions (including where directors serve) were immaterial (<1% of consolidated revenues); no related‑party transactions above thresholds were reported and Kabat’s shares are not pledged .
- Compensation alignment: Director pay structure balances cash and equity, with Chair retainer split 50/50 to reinforce ownership alignment; Kabat’s 2024 mix was $237,500 cash and $287,509 equity with additional RSUs for Chair duties .
- Shareholder sentiment: 2025 Say‑on‑Pay passed with 132,863,511 For vs. 11,292,529 Against (broker non‑votes 14,504,862), indicating strong support for compensation programs overseen by the Board .
- RED FLAGS: External interlock via NiSource where Kabat is Chair and UNM director Bunting is also a director—mitigated by Unum’s independence policy and immaterial dealings; no hedging/pledging and high attendance reduce governance risk .