Susan Cross
UnumAbout Susan L. Cross
Independent director at Unum Group since 2019; age 65 at the 2025 Annual Meeting. Former EVP & Global Chief Actuary at XL Group (now AXA XL) with 30+ years in actuarial, insurance, and risk; designated “audit committee financial expert” under SEC rules. Chairs Unum’s Risk & Finance Committee and serves on the Audit Committee; the Board has determined she is independent. Also serves on public boards of SiriusPoint Ltd. (since 2024) and Enstar Group Limited (since 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| XL Group Ltd (now AXA XL) | EVP & Global Chief Actuary | 2008–2018 | Led global actuarial; deep risk, capital, reserving expertise |
| XL Group | SVP & Chief Actuary | 2006–2008 | Segment chief actuary roles |
| XL Reinsurance | Chief Actuary | 2000–2006 | Reinsurance actuarial leadership |
| XL America | Chief Actuary | 1999–2000 | U.S. actuarial leadership |
| Willis Towers Watson | Actuarial/consulting | Significant consulting experience | Advisory experience in US & Bermuda |
External Roles
| Company | Role | Start | Notes |
|---|---|---|---|
| SiriusPoint Ltd. | Director | 2024 | Current public company directorship |
| Enstar Group Limited | Director | 2020 | Current public company directorship |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ms. Cross is independent |
| UNM Committees | Risk & Finance (Chair); Audit (member) |
| Financial Expert | Identified as Audit Committee Financial Expert; all Audit members financially literate |
| Attendance | 2024 Board/committee attendance averaged >99%; each incumbent at least 94% |
| Committee Meetings (2024) | Audit (8); Risk & Finance (4) |
| Outside Boards Limit | UNM cap: ≤3 public boards in addition to UNM; ≤2 audit committees in addition to UNM Audit; directors in compliance |
| Executive Sessions | Independent directors met in executive session five times in 2024 |
Fixed Compensation
| 2024 Non‑Employee Director Pay Elements | Amount |
|---|---|
| Annual cash retainer | $125,000 |
| Annual RSU award | $175,000 |
| Committee chair cash retainer | $25,000 |
| Board Chair additional retainer (50% cash/50% equity) | $225,000 |
| Ms. Cross – 2024 Director Compensation | Amount |
|---|---|
| Fees earned/paid in cash (incl. chair retainer; may be deferred) | $149,985 |
| Stock awards (grant-date fair value) | $174,987 |
| All other compensation (matching gifts/PAC-linked match) | $10,000 |
| Total | $334,972 |
Notes:
- On May 23, 2024 each non‑employee director received 3,342 RSUs; dividends on director RSUs accrue in cash and pay at vest .
- Directors may defer cash retainers into deferred share rights; Ms. Cross elected to defer her cash retainer in 2024 .
Performance Compensation
Non‑employee director equity is time‑based RSUs; there are no performance-condition metrics for director pay at UNM. No stock options were granted to directors under the current long‑term program .
| RSU Grant Detail (Directors) | Ms. Cross |
|---|---|
| Grant date | May 23, 2024 |
| Units granted | 3,342 |
| Grant-date fair value | $174,987 |
| Unvested RSUs at 12/31/24 | 3,342 |
| Dividends | Accrue in cash; paid upon vest |
Other Directorships & Interlocks
| External Board | Potential Interlock Consideration | Independence/Related Party Outcome |
|---|---|---|
| SiriusPoint Ltd. (since 2024); Enstar Group Limited (since 2020) | Both are insurance/reinsurance sector firms that could, in principle, transact in markets adjacent to UNM’s insurance activities | UNM reported no related party transactions since the beginning of 2024; Board affirmed Ms. Cross’s independence |
Expertise & Qualifications
- Audit/Accounting; Regulatory/Risk Management; Insurance/Financial industry; Capital management; International; Public company board experience; Business operations; Audit committee financial expert .
Equity Ownership
| Ownership (as of Mar 24, 2025) | Amount |
|---|---|
| Shares of Common Stock | 41,568 |
| Shares subject to settleable rights/units (within 60 days) | 20,228 |
| Total beneficially owned | 61,796 (<1% of class) |
| Additional RSUs outstanding (not settleable within 60 days) | 11,629 |
| Deferred share rights outstanding (total, incl. not settleable in 60 days) | 12,819 |
| Pledged shares | None indicated; company does not believe any director shares are pledged |
| Ownership guideline | 5× cash retainer ($625,000) requirement; all non‑employee directors met the requirement as of 12/31/24 |
| Anti‑hedging/pledging policy | Anti‑hedging and anti‑pledging policies apply to directors |
Governance Assessment
-
Strengths
- Deep actuarial and risk credentials; designated audit committee financial expert; chairs Risk & Finance Committee, aligning skillset with oversight of capital, investments, ERM, and LTC Closed Block risk .
- Independence affirmed; high board/committee attendance culture (>99% average; each incumbent ≥94%); robust executive sessions .
- Director compensation is straightforward (cash retainer + time‑based RSUs); no options; director ownership guideline met; anti‑hedging/pledging in place .
- No related‑party transactions disclosed in 2024/2025 proxy period .
- Shareholder support for say‑on‑pay at 93% in 2024 indicates broad confidence in compensation governance .
-
Watch items
- Multiple external directorships in the insurance/reinsurance sector could present perceived interlock risk; however, UNM’s Governance Committee affirmed independence and the company reports no related‑party transactions; outside board/audit service limits are enforced and directors are in compliance .
RED FLAGS: None identified in filings—no pledging, no related‑party transactions, independence affirmed, and strong attendance disclosed .
Appendix: Committee Responsibilities (context for chair role)
Risk & Finance Committee oversees investments, capital and financing (dividends, borrowings), ERM, information security/cyber, and Closed Block LTC matters material to capital and risk—consistent with Ms. Cross’s actuarial/risk background .