Susan DeVore
UnumAbout Susan D. DeVore
Independent director of Unum Group since 2018; age 66 at the 2025 Annual Meeting. Former CEO of Premier, Inc. with a background spanning finance, strategy and healthcare operations/technology; currently chairs Unum’s Human Capital Committee and serves on the Governance Committee. Board has affirmatively determined she is independent under NYSE standards. Attendance across the Board and committees exceeded 99% in 2024, with each incumbent director at least 94%.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Premier, Inc. | Chief Executive Officer | 2013–May 2021 | Led healthcare improvement company through digital/operational initiatives |
| Premier, Inc. | President | 2013–Apr 2019 | Senior leadership of growth and operations |
| Premier Healthcare Solutions, Inc. | President & CEO | 2009–2013 | Enterprise leadership |
| Premier (affiliates) | Chief Operating Officer | 2006–2009 | Operations scale-up |
| Ernst & Young LLP | Partner; Executive Committee member; Senior Healthcare Industry Management Practice Leader | Prior to Premier | Finance/strategy advisory leadership |
External Roles
| Organization | Role | Tenure/Timing | Notes |
|---|---|---|---|
| Elevance Health, Inc. | Director | Since 2021 | Current public company board |
| Solventum Corporation | Director | Since Apr 2024 | Current public company board |
| Premier, Inc. | Director | 2013–2021 | Prior public company board |
Board Governance
- Committees: Human Capital (Chair); Governance member. Committee meeting counts in 2024: Human Capital (6), Governance (4).
- Independence: Board determined Ms. DeVore and all non-employee directors are independent; relationships with companies where directors serve were ordinary-course and below 1% of both parties’ revenues.
- Board leadership: Independent Chairman (Kevin Kabat) serves as Lead Independent Director with defined authorities (agendas, executive sessions, shareholder communications). Independent directors held five executive sessions in 2024.
- Attendance and engagement: Board met 8 times in 2024; average director attendance exceeded 99%; each incumbent director attended at least 94%; all directors attended the 2024 Annual Meeting.
- Outside board limits: Directors limited to ≤3 other public boards and ≤2 other audit committees; all directors in compliance.
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 150,000 | Includes annual cash retainer and Human Capital Chair retainer |
| Stock Awards (RSUs) | 174,987 | Grant under 2022 Stock Incentive Plan |
| All Other Compensation | 10,000 | Matching gifts (incl. UnumPAC match) |
| Total | 334,987 | 2024/2025 board service compensation |
- Director compensation structure (policy): Annual cash retainer $125,000; committee chair additional $25,000; annual RSU award $175,000. No change proposed for 2025/2026 after market review with independent consultant Pay Governance LLC.
- Governance practices: Independent compensation consultant; robust stock ownership and retention; anti-hedging/anti-pledging policies.
Performance Compensation (Equity and Terms)
| Award | Grant Date | Units/Shares | Grant-Date Value | Vesting/Other |
|---|---|---|---|---|
| Annual Director RSU | May 23, 2024 | 3,342 | Included in $174,987 | Dividends accrue in cash and are paid at vest; unvested RSUs at 12/31/24: 3,342 |
- Plan form: Annual director equity is granted as RSUs (proxy does not specify performance conditions for director RSUs).
- Clawback & risk: Company has clawback policies (meeting NYSE standards) allowing recoupment of time- and performance-based incentives in event of misconduct outside restatement context; compensation programs evaluated annually for risk.
Other Directorships & Interlocks
| Company | Potential Interlock/Conflict Considerations | Company Determination |
|---|---|---|
| Elevance Health, Inc.; Solventum Corporation | Sector adjacency (health insurance/healthcare) creates potential ordinary-course relationships; Unum policy reviews independence and related-party exposure | Board independence affirmed; ordinary-course dealings during last 3 years below 1% of either party’s revenues; no related-party transactions since start of 2024. |
| Compensation Committee Interlocks | Human Capital Committee members (including DeVore) were not officers of Unum; no reciprocal interlocks with other companies’ boards/comp committees | No compensation committee interlocks in 2024. |
Expertise & Qualifications
- Accounting/Auditing; Business Operations; Capital Management; CEO experience; Corporate Governance Leadership; Regulatory/Risk Management; Technology/Digital Transformation.
Equity Ownership
| Metric | Detail |
|---|---|
| Shares of Common Stock (as of Mar 24, 2025) | 24,054 |
| Shares Subject to Settleable Rights/Units (within 60 days) | 3,342 (includes unvested RSUs that would vest upon retirement due to years-of-service) |
| Total Beneficially Owned | 27,396 |
| Percent of Class | <1% |
| Unvested RSUs at FYE 2024 | 3,342 |
| Deferred Share Rights Outstanding (non-settleable) | 0 (not listed for DeVore) |
| Shares Pledged as Collateral | None (company does not believe any director/officer shares are pledged) |
| Ownership Guidelines | 5x annual cash retainer ($625,000); directors must retain 100% of shares received until guideline met |
| Compliance Status | All 11 non-employee directors met ownership requirement as of Dec 31, 2024 |
| Anti-Pledging/Hedging Policy | Applicable to executives and directors |
Governance Assessment
- Board effectiveness and independence: DeVore chairs Human Capital (compensation oversight) and serves on Governance, aligning her CEO-scale operating background with oversight of pay, human capital strategy, and governance refreshment. Independence affirmed; attendance culture strong (>99% average; ≥94% individual).
- Compensation oversight and alignment: Director pay is balanced between cash and equity (policy: $125k cash, $175k RSU; $25k chair retainer), with strong ownership/retention and anti-hedging/pledging policies. Company-level clawback and annual comp risk assessment reinforce pay-for-performance governance.
- Shareholder sentiment: Say-on-Pay support of 93% in 2024 and continuing investor outreach indicate stable investor confidence in compensation governance.
- Related-party/conflict controls: No related-party transactions since start of 2024; independence determinations specifically assess ordinary-course dealings below 1% of revenues; committee interlocks explicitly absent.
- RED FLAGS: None observed from filings—no pledging/hedging, no related-party transactions, strong attendance, robust ownership compliance, and solid Say-on-Pay outcomes. Ongoing monitoring warranted due to multiple outside directorships (within policy limits) in adjacent industries, but Board attests compliance with outside service caps and independence standards.