Aflac Inc DEF 14A, filed Mar 19, 2026

Aflac Inc (AFL)

DEF 14A 2026-03-19 For: 2026-05-04

View Original

Added on June 12, 2026

About this DEF 14A

Aflac Inc filed this DEF 14A on March 19, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Logistics

			DATE AND TIME May 4, 2026 10:00 a.m. Eastern Time

			VIRTUAL (ONLINE ONLY) www.virtualshareholdermeeting.com/ AFL2026 using your 16-digit control number included on your proxy card or notice

			RECORD DATE February 24, 2026

How to Vote It is important that you vote your shares. We offer several easy and cost-effective voting methods for your convenience.

			INTERNET Visit www.proxyvote.com. You will need the 16-digit control number that appears on your proxy card or notice.

			TELEPHONE If your shares are held in the name of a broker, bank, or other nominee, follow the telephone voting instructions, if any, provided on your proxy card. If your shares are registered in your name, call 1-800-690-6903 and follow the telephone voting instructions. You will need the 16-digit control number that appears on your proxy card.

			MAIL If you received a full package by mail, complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.

			TABLET OR SMARTPHONE Scan the QR code that appears on your proxy card or notice using your mobile device.


1			NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

2			LETTER FROM THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER

3			LETTER FROM THE LEAD NON-MANAGEMENT DIRECTOR

5			2025 BUSINESS HIGHLIGHTS

6			VOTING ROADMAP

7			Director Nominees Summary
9			Executive Compensation Highlights
9			2025 Executive Compensation
9			Recent Say-On-Pay Votes

10			CORPORATE GOVERNANCE MATTERS

10			P ROPOSAL 1

			Election of Directors


11			Board Composition
11			Director Nominees
16			Director Independence
16			Board Succession Planning and Refreshment Process
17			Board of Directors Nominees Skills, Experience, and Independence
18			Director Nominating Process
19			Board Self-Evaluation
20			Our Board and Committees
20			Board Leadership Structure
21			Committee Structure
26			Meeting Attendance
26			Director Onboarding and Continuing Education
27			Board Responsibilities
27			Oversight of Risk
28			Oversight of Strategy
28			Oversight of Human Capital Management
29			Oversight of Corporate Social Responsibility and Sustainability
30			Chief Executive Officer and Executive Management Succession Planning
30			Shareholder Engagement
31			Governance Documents
32			Director Compensation
32			Cash Compensation
32			Equity Compensation
33			Vesting
33			2025 Director Compensation

34			CD&A AT-A-GLANCE

36			EXECUTIVE COMPENSATION

36			PROPOSAL 2

			Named Executive Officer Compensation (“Say-on-Pay”)


36			Compensation Discussion and Analysis
37			Executive Summary


I am very proud that 2025 was yet another year in our seven-plus decade history that our management, employees and sales distribution teams pressed on as dedicated champions of our business to accomplish our goal: providing the best value in supplemental insurance products in the United States and Japan. Reflecting on 2025, the Company proudly celebrated three notable milestones: the 70th year since our founding, the 30th anniversary of the Aflac Cancer and Blood Disorders Center of Children’s Healthcare of Atlanta, and the 25th anniversary of the Aflac Duck. Each of these noteworthy achievements demonstrates the relevance and fortitude of the financial protection Aflac products help provide. But it’s not the number of years that make a difference – it’s the privilege of benefiting the lives of millions of people by delivering financial protection and peace of mind during some of the most difficult times of their lives. It is important that we look back to learn, but looking ahead is what will yield our future. As the pioneer and leading insurer of supplemental cancer policies in the U.S. and Japan – and given that cancer impacts such a significant segment of the population in both countries – we understand that people look to Aflac to set the tone and build out an ecosystem of support in the U.S. and Japan. This purpose guided our 2025 efforts to prompt awareness and actionable prevention on numerous fronts. In the U.S., we strengthened our alliance with the American Cancer Society to help provide our policyholders with awareness of the support they have as they go through their treatment journey. In 2025, we also created Check for Cancer, Aflac U.S.’s powerful movement that uses a blue checkered pattern to remind Americans to “check” on what’s important through cancer screening appointments. This is			especially vital given the recent increase in younger people diagnosed with this disease, underscored by the fact that early detection is still our best line of defense against cancer at any age. In Japan, we offer Miraito, our latest cancer policy launched in March 2025. With that product, we offer Yori-sou Cancer Consultation Support, a special value-added service through which customers can access unlimited consultations with a dedicated support team, including qualified nurses, who help them make informed treatment decisions. Growth: While delivering value to our policyholders, the Company generated $3.6 billion in net earnings, or $6.82 per diluted share, in 2025. As a result, net earnings per diluted share declined 29.2%. Adjusted earnings per diluted share* were $7.49, the best year in history, and adjusted earnings per diluted share excluding the impact of foreign currency* were $7.46, which was a 3.5% increase year over year. While our financial results were strong, we are ever-cognizant of considering ways to evolve and improve our business. In Japan, in addition to our successful March 2025 launch of Miraito that followed the restructuring of sales/marketing in Japan into multi-functional, agile teams around product lines, we repriced Tsumitasu, our innovative first sector product in September, as part of our effort to attract new and younger customers to our third sector policyholders while addressing their need for asset accumulation products. Then, in late December, we launched the new medical product Anshin Palette as we try to build momentum into 2026. Strategic Capital Deployment: 2025 marked the 43rd consecutive year of dividend increases. We treasure our track record of dividend growth and remain			committed to extending it, supported by the strength of our capital and cash flows. Last quarter, the Board put us on a path to continue this record when it increased the first quarter 2026 dividend 5.2% to $0.61. Additionally, we have remained tactical in our approach to repurchasing shares, deploying $3.5 billion in capital to repurchase 33 million of our shares in 2025. Combined with dividends, this means we delivered $4.8 billion back to shareholders in 2025. At the same time, we have maintained our position among companies with the highest return on capital and lowest cost of capital in the industry. We are privileged to be stewards of the trust and resources you, our owners, place in Aflac Incorporated. We thank you for your support. It is my pleasure to invite you to virtually attend the 2026 Annual Meeting of Shareholders on Monday, May 4, 2026, where you can learn more about Aflac Incorporated’s recent business performance and strategy for the future. I encourage you to review the proxy materials and Annual Report on Form 10-K. Then, please vote your shares, even if you plan to attend the virtual Annual Meeting. We want to be sure your shares and your viewpoints are represented. Sincerely, Daniel P. Amos Chairman and Chief Executive Officer


It is a privilege to serve you, our shareholders, as Lead Non-Management Director, in conjunction with a distinguished and dedicated team of Directors. This team has incrementally built a valuable and diversified framework of reference from which we can draw. As Directors, we take seriously our responsibility to represent the interests of you, our shareholders. This letter highlights some of the key topics of oversight in 2025. Risk Oversight: Our Board provided oversight of the more traditional risks for the industry and the Company, including those related to investments, products and capital. The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours. In addition, artificial intelligence (“AI”) was a very frequent topic in our discussions in 2025 and remains so today. The Board has continued to oversee the Company’s efforts on risk oversight through its quarterly updates. Corporate Finance and Investments: The Aflac Global Investments team has built a high-quality, all-weather portfolio that we believe supports our promise to our policyholders no matter the economic environment. In 2025, our investment portfolio continued to benefit from our disciplined strategic asset allocation, which is refreshed every three years. Additionally, in 2025 the Capital Markets team enhanced the Company’s liquidity and capital flexibility with the largest combined issuance in its history ($2 billion), with our first off-balance sheet, pre-capitalized trust securities, commonly referred to as P-Caps.			Strategic Initiatives: Looking ahead, we believe in the underlying strengths of the Company’s business and potential for continued growth in Japan and the U.S. – two of the largest life insurance markets in the world. Management has worked hard to position the Company for opportunities and success as we work toward achieving long-term growth while also ensuring we deliver on our promise to policyholders. The Board continually works closely with management to help ensure the Company has updated processes in place that position us to pursue potential future opportunities, should the Company have an appetite, as we seek new ways to meet the needs of consumers. Commitment to working The Aflac Way: The journey matters too. Most recently, Ethisphere recognized Aflac Incorporated as one of the World’s Most Ethical Companies for the 20th consecutive year, meaning we remain the only insurance company in the world to receive this honor every year since it was first introduced in 2007. As a Director and a shareholder, I am proud to be connected with a company that not only consistently benefits its shareholders, but in doing so, receives positive recognition for the way in which it operates. Shareholder Engagement: As Lead Non-Management Director, I will continue to engage with our investors, seek insight into their perspectives, and explore the viewpoints and positions of those who invest in our business. The Board looks forward to continuing its ongoing dialogue with investors and applying that feedback to help inform our decision making on strategic matters as they emerge. A shareholder proposal has			been submitted this year, and the Company engaged with the proponent prior to the publication of the proxy statement. We thank you for your support and the privilege of representing you as shareholders of Aflac Incorporated. With these vital topics in mind, I encourage you to review the accompanying Proxy Statement and Annual Report on Form 10-K as well as Aflac Incorporated’s most recent Business and Sustainability Report, and to vote before our virtual Annual Meeting on May 4, 2026. It is my pleasure, and my privilege, to serve on Aflac Incorporated’s Board. I can assure you, your Board is committed to serving you and ensuring your Company upholds our promises to our customers. Sincerely, W. Paul Bowers Lead Non-Management Director


41			Compensation Design and Philosophy
44			Performance-Based Compensation: How Performance Goals Are Set
44			Importance of Measuring Management’s Performance Excluding the Impact of Currency
45			MIP Target-Setting
46			Equity Granting Policies
47			2025 Executive Compensation
56			Additional Executive Compensation Plan Practice and Procedures
58			Compensation Committee Report
59			Executive Compensation Tables
59			2025 Summary Compensation Table
60			2025 All Other Compensation
60			2025 Perquisites
61			2025 Grants of Plan-Based Awards
62			2025 Outstanding Equity Awards at Fiscal Year-End
63			2025 Option Exercises and Stock Vested
63			Pension Benefits
65			Nonqualified Deferred Compensation
66			Potential Payments Upon Termination or Change in Control
68			2025 Potential Payments Upon Termination or Change in Control
70			CEO Pay Ratio
71			Pay Versus Performance
73			Equity Compensation Plan Information

74			AUDIT MATTERS

74			PROPOSAL 3

			Ratification of Auditors


74			Audit Fees and Other Fees
74			Pre-Approval Policies and Procedures
75			Audit and Risk Committee Report
76			Related Person Transactions

78			STOCK OWNERSHIP

78			Beneficial Ownership of the Company’s Securities
78			Security Ownership of Directors
79			Security Ownership of Management
79			Delinquent Section 16(a) Reports

80			SHAREHOLDER PROPOSAL

			Proposal 4 - Independent Board Chairman


81			SOLICITATION AND REVOCATION OF PROXY

84			OTHER MATTERS

86			APPENDIX A - DEFINITION OF NON-U.S. GAAP MEASURES AND RECONCILIATIONS TO CORRESPONDING U.S. GAAP MEASURES

92			APPENDIX B - DEFINITION OF OPERATIONAL MEASURES

93			APPENDIX C - ATTENDING THE VIRTUAL ANNUAL MEETING


Tenure			Demographics
2026 Independent Director nominees (10):

	n	2 Directors 0-3 Years	6 of 10 Independent Director Nominees are people of color and/or women
	n	3 Directors 4-7 Years
	n	5 Directors 8+ Years


Annual director elections Majority vote standard for director elections Independent Lead Non-Management Director Active and responsive shareholder engagement process Annual Board evaluations, including individual director interviews			Shareholder ability to call special meetings Shareholder right of proxy access Robust CEO succession planning process Mandatory Independent Director retirement age


Independent Oversight			•The Board’s independent Compensation Committee oversees the program. •The Compensation Committee retains an independent compensation consultant that reports only to that Committee. •The independent compensation consultant briefs the full Board annually on CEO pay and performance alignment.
Shareholder Alignment			•All employees are prohibited from hedging Company stock. •Officers and Directors may not pledge the Company’s stock or, unless approved by the Compensation Committee, enter into 10b5-1 plans. •We do not provide change-in-control excise tax gross-ups. •All employment agreements contain double trigger change-in-control requirements.
Long-Standing Commitment			•We have had a clawback policy since 2007, which was recently revised to exceed current regulatory requirements through inclusion of additional triggers for recoupment. •We were the first public company in the U.S. to voluntarily provide shareholders with a Say-on-Pay vote – three years before such votes became mandatory. •Executive officers and Directors have been subject to stock ownership guidelines since 1998.


1	SUCCESSION PLANNING
The Committee considers the current and long-term needs of our business and seeks potential candidates in light of evolving needs, current Board structure, tenure, demographics, skills, and experience.


2	IDENTIFICATION OF CANDIDATES
The Committee may identify potential candidates from three sources: suggestions from current Directors and executive officers; firms that specialize in identifying director candidates; and/or as discussed below, candidates recommended by shareholders.


3	THRESHOLD QUALIFICATIONS
The Committee believes that, at a minimum, nominees for Director must have: a demonstrated ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company; and an impeccable record and reputation for honest and ethical conduct in both professional and personal activities.


4	ADDITIONAL QUALIFICATIONS
The Committee strives to build a Board that is strong in its collective knowledge. Among other skill sets, the Committee looks for nominees with experience in the following areas:
accounting and finance management and leadership vision and strategy		business operations business judgment industry knowledge	corporate governance global markets communication
In addition, the Committee assesses candidates for impeccable values and ethical standards, and considers the broad range of backgrounds, skills, disciplines, expertise, experiences, and opinions that are desirable within the context of the characteristics and needs of the Board as a whole. Directors may sit on no more than four public company boards (including our own) or no more than one additional public company board if the Director is an officer of the Company. All of our Director nominees currently comply with our policy on outside board service. The Committee reviews requests from Directors to serve on the board of other public companies.


5	MEETING WITH CANDIDATES
Once the Committee identifies one or more potential nominees, its members: review publicly available information and contact candidates who warrant further consideration; request further information for those potential nominees willing to be considered for a Board seat; conduct one or more interviews with each potential nominee; and may contact references provided by candidates and speak with members of the business community or other people who have firsthand knowledge of a candidate’s record.
This process enables the Committee to compare the accomplishments and qualifications of all potential nominees.


6	DECISION AND NOMINATION
The Committee nominates the candidates best qualified to serve the interests of the Company and all shareholders for approval by the Board.


7	ELECTION
Shareholders consider the nominees and elect Directors at the Annual Meeting of Shareholders to serve one-year terms. The Board may also appoint Directors during the year when determined to be in the best interests of the Company and its shareholders.


Consideration of Director Candidates from Shareholders The Corporate Governance Committee will consider Director candidates recommended by shareholders. As with any potential nominee, the Corporate Governance Committee will evaluate shareholder-nominated candidates in light of the needs of the Board and the qualifications of the particular individuals. In addition, the Corporate Governance Committee may consider the number of shares held by the recommending shareholder and the length of time such shares have been held. To recommend a candidate for the Board, a shareholder must submit the recommendation in writing, including: (i) the name of the shareholder and evidence of the person’s ownership of common stock of the Company (“Common Stock”), including the number of shares owned and the length of time of ownership; (ii) the name of the candidate, the candidate’s principal occupation or employment or qualifications to be a Director; (iii) the candidate’s consent to be named as a Director if nominated by the Board, and (iv) other requirements specified in our Bylaws. The shareholder recommendation and information described above generally must be received by the Corporate Secretary not less than 90 nor more than 120 days prior to the anniversary date of the immediately preceding annual meeting of shareholders. However, if the annual meeting is called for a date that is not within 25 days before or after such anniversary date, notice by the shareholder, to be timely, must be received no later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed or public disclosure of that date was made, whichever occurs first. In the case of a special meeting of shareholders called for the purpose of electing directors, the recommendation and accompanying information must be received by the Corporate Secretary not later than the close of business on the 10th day following the day on which notice of the special meeting was mailed or public disclosure of the date of the special meeting was made, whichever first occurs. Shareholder recommendations and accompanying information should be sent to the Corporate Secretary at Aflac Incorporated as described at the end of this Proxy Statement under the heading “Other Proposals or Director Nominations to be Brought Before our 2027 Annual Meeting.” Our proxy access bylaw permits a shareholder (or group of up to twenty shareholders) owning shares of our outstanding Common Stock representing at least 3% of the votes entitled to be cast on the election of Directors to nominate and include in our proxy materials Director candidates constituting up to 20% of the Board. The nominating shareholder or group of shareholders must have owned their shares continuously for at least three years, and the nominating shareholder(s) and nominee(s) must satisfy other requirements specified in our Bylaws.	Board Self-Evaluation The effectiveness of our Board is of the utmost importance. The Board recognizes that we live in a dynamic world that requires regular self-evaluation to help ensure that we have the best skill set and experience to serve the Company and that the Board is fulfilling its responsibilities. 1 ANNUAL ASSESSMENT OVERSIGHT The Corporate Governance Committee is charged with overseeing an annual process of self-evaluation for the Board as a whole and for its individual members.


	2 COMMITTEE SELF-EVALUATIONS The charters of each Board committee also require annual evaluations of the performance of the committee, which are typically overseen by each committee’s chair.


	3 ONE-ON-ONE DISCUSSIONS The annual process, which includes completion of written questionnaires for the Board and for each committee on which the Director serves, involves an interview of each Director.


	4 EXECUTIVE SESSIONS The Chairman discusses the results of the surveys and interviews with the full Board in executive sessions. In addition, the Lead Non-Management Director leads executive sessions with the Board, without the Chairman, to discuss the self-evaluation results.


	5 FEEDBACK INCORPORATED Based on the self-evaluation results, any follow-ups including changes in practices or procedures are considered and implemented, as appropriate.


	TOPICS DISCUSSED
	•Board structure and composition •Effectiveness of oversight and other responsibilities •Access to management, information, and other resources	•Meetings and materials •Quality of director participation •Fulfillment of charter responsibilities •Refreshment and succession


	In addition to the formal self-evaluation process, the Non-employee Directors regularly meet in executive session, during which the Board’s performance and oversight responsibilities are frequently discussed.



			Daniel P. Amos CHAIRMAN AND CEO Mr. Amos has served as Chairman of the Board since 2001 and as CEO since 1990. The Board believes the most effective Board leadership structure for the Company at this time is for the CEO to continue to serve as Chairman, working with a Lead Non-Management Director. This structure has served the Company well for many years. The CEO is ultimately responsible for the day-to-day operation of the Company and for executing the Company’s strategy, and the Company’s performance is an integral part of Board deliberations. Accordingly, the Board believes that Mr. Amos is the Director most qualified to act as Chairman. Mr. Amos’ detailed institutional knowledge of the Company’s operations and his vision for the Company’s development provides decisive and effective leadership for the Board, enables efficient and effective decision-making with focused accountability and helps to ensure that the Company presents its message and strategy to shareholders, employees, policyholders, and other stakeholders through one unified voice. However, the Board retains the authority to modify this structure to best advance the interests of all shareholders if circumstances warrant such a change.


			W. Paul Bowers LEAD NON-MANAGEMENT DIRECTOR The Corporate Governance Committee has nominated Mr. Bowers to serve as Lead Non-Management Director, a position he has held since May 2019. Mr. Bowers’ experience at Southern Company, particularly his strong leadership and operational background, make him well-suited to serve as our Lead Non-Management Director. He has also served as Chair of our Corporate Development Committee and is currently a member of our Audit and Risk, Corporate Social Responsibility and Sustainability, and Executive Committees.



Responsibilities of the Lead Non-Management Director Since 2003, the Board has annually elected an independent director as the Lead Non-Management Director. The Lead Non-Management Director role is modeled on the role of an independent board chair, which helps to ensure a strong, independent, and active board. Our Guidelines on Significant Corporate Governance Issues include the following responsibilities of the Lead Non-Management Director: •consulting with the Chairman and Corporate Secretary to establish the agenda for each Board meeting; •setting the agenda for, and leading, all executive sessions of the Non-employee Directors; •when appropriate, discussing with the Chairman matters addressed at such executive sessions; •presiding over meetings of the Board at which the Chairman is not present; •presiding over discussions of the Board when the topic presents a potential conflict of interest for the Chairman; •facilitating discussions among the Non-employee Directors between Board meetings; •serving as a liaison between the Non-employee Directors and the Chairman; •when appropriate, serving as a liaison between management and the Board; •representing the Board in shareholder outreach; and •facilitating the annual Board self-evaluation in coordination with the Chairman. The Lead Non-Management Director has the authority to call meetings of the independent Directors.


2			AFLAC INCORPORATED


4			AFLAC INCORPORATED


6			AFLAC INCORPORATED


10			AFLAC INCORPORATED


Responsibilities
•ensuring that management maintains the reliability and integrity of the financial reporting process and systems of internal controls of the Company and its subsidiaries regarding finance, accounting, and legal matters; •issuing annually the Audit and Risk Committee Report set forth below; •selecting, overseeing, evaluating, determining funding for, and, where appropriate, replacing or terminating the independent registered public accounting firm; •monitoring the independence and performance of the independent registered public accounting firm; •pre-approving audit and non-audit services provided by the independent registered public accounting firm;			•pre-approving or ratifying all related person transactions that are required to be disclosed in this Proxy Statement; •overseeing the performance of the Company’s internal auditing department; •assisting with Board oversight of the Company’s compliance with legal and regulatory requirements as well as the Company's code of business ethics and policy on conflict of interest; •overseeing the Company’s policies, process, and structure related to enterprise risk engagement and management, including information security; and •providing an open avenue of communication among the independent registered public accounting firm, management, the internal auditing department, and the Board.


Responsibilities
•reviewing and approving compensation levels, equity-linked incentive compensation, and annual incentive awards under the Company’s Management Incentive Plan; •reviewing, at least annually, the goals and objectives of the Company’s executive compensation plans; •evaluating annually the performance of the CEO with respect to such goals and objectives and determining the appropriate compensation level;			•evaluating annually the performance of the Company’s other executive officers in light of such goals and objectives and setting their compensation levels based on this evaluation and also taking into consideration the recommendation of the CEO; •reviewing the Company’s incentive compensation programs to determine whether they encourage excessive risk taking, and evaluating compensation policies and practices that could mitigate any such risk; and •reviewing, as appropriate, the Company’s other compensation and benefit plans for alignment with our goals and objectives.


Responsibilities
•reviewing the Company’s corporate and strategic organizational development to identify, evaluate, and execute on appropriate opportunities that could enhance long-term growth and build shareholder value; •assisting the Board in reviewing, evaluating, and approving specific strategic plans for corporate development activities, including mergers, acquisitions, dispositions, joint venture, marketing and distribution arrangements, and strategic equity investments;			•assisting the Board in reviewing proposals to enter new geographic markets; •reviewing corporate development proposals prepared by the Company’s officers and managers and other strategic projects as determined by the Board to provide consistency with the Company’s long-term strategic objectives; and •assisting the Board in monitoring the nature of investments made as part of Aflac Ventures in both the U.S. and Japan, including the Company’s overall corporate venture capital strategy.


Responsibilities
•selecting individuals qualified to serve as Directors to be nominated to stand for election to the Board; •recommending assignments to the Board’s standing committees; •advising the Board with respect to matters of Board structure, composition, and procedures;			•developing and recommending to the Board a set of corporate governance principles applicable to the Company; •monitoring compliance with the Company’s political participation program; •overseeing the evaluation of the Board; and •ensuring that the Company’s management development and succession plans are appropriate.


Responsibilities
CORPORATE SOCIAL RESPONSIBILITY •overseeing the Company’s policies, procedures, and practices with respect to corporate social responsibility and sustainability, in the context of what is appropriate and relevant to the Company, our people and the communities we serve; •monitoring and reviewing the impact of the Company’s activities on customers, employees, communities, and other stakeholders in light of the Board’s fundamental duty to preserve and promote long-term value creation for the Company’s shareholders; the Company’s strategies, procedures, and practices related to corporate social responsibility on a global basis, including significant philanthropic and community engagement activities; and the development of metrics, information systems, and procedures to track progress toward achievement of the Company’s corporate social responsibility objectives; •reviewing the Company’s annual corporate social responsibility and sustainability report before it is published; and •monitoring and reviewing the Company’s support of charitable, educational, and business organizations.			SUSTAINABILITY •monitoring and reviewing the Company’s policies, procedures, and practices related to corporate social responsibility and sustainability in light of the Company’s intent to foster the sustainable growth* of the Company on a global basis; the Company’s strategies, policies, procedures, and practices related to environmental and related health and safety matters; and the Company’s policies, procedures, and practices that enable us to proactively respond to evolving regulatory and investor expectations with regard to sustainability, especially in the areas of environmental stewardship, energy use, recycling, and carbon emissions (i.e., our carbon footprint); •reviewing the goals and objectives of the Company’s environmental stewardship policy, and amending or, to the extent an amendment requires Board approval, recommending that the Board amend, these goals and objectives if the Committee deems appropriate; and •reviewing the Company’s communication and marketing strategies related to sustainability.


Responsibilities
FINANCE
•reviewing and reassessing significant financial policies and matters of Treasury and corporate finance, including the Company’s overall capital structure, dividend policy, share repurchase program and liquidity, and the issuance or retirement of debt and other capital securities; •reviewing and providing guidance to the Board on significant reinsurance transactions and strategies; the Company’s credit ratings, ratings strategy, and overall rating agency dialogue; and financing strategy and capital impact of corporate development activities and multiyear strategic capital project expenditures; •reviewing and reassessing the Company’s overall hedging strategy, including foreign exchange and cash flow hedging, and ensuring proper governance over policies and procedures associated with trading in derivative instruments;			•in partnership with the Compensation Committee, overseeing the Company’s processes for managing the finances of the employee pension and defined contribution benefit plans, including the related investment policies, actuarial assumptions, and funding policies; •in partnership with the Audit and Risk Committee, reviewing and providing guidance on the Company’s corporate insurance coverages; and •in partnership with the Corporate Social Responsibility and Sustainability Committee, review and provide guidance on corporate social responsibility and sustainability factors relating to issuance and application of proceeds of sustainability bonds and other social and/or sustainability-oriented debt of the Company.


INVESTMENT
•overseeing the investment process and the policies, strategies, and programs of the Company and its subsidiaries relating to investment risk management; •periodically reviewing and assessing the adequacy of the Global Investment Policy of the Company and its subsidiaries, and approving any changes to that policy;			•reviewing the performance of the investment portfolios and transactions made on behalf of the Company and its subsidiaries; and •in partnership with the Corporate Social Responsibility and Sustainability Committee, review and provide guidance on integration of corporate social responsibility and sustainability factors into the investment process and investment risk management policies, strategies and programs.


Responsibilities
PURPOSE
During the intervals between meetings of the Board, the Executive Committee may exercise all of the powers of the Board that may be delegated under Georgia law. COMPOSITION Under the Company’s Bylaws, the Executive Committee must consist of at least five Directors, including those Directors who are officers of the Company, and such additional Directors as			the Board may from time to time determine. Currently, the membership of the Executive Committee also includes the Chairs of the Audit and Risk, Compensation, and Corporate Governance Committees, and includes the Company’s Lead Non-Management Director. The Chairman of the Board (or another member of the Executive Committee chosen by him) is the Chairman of the Executive Committee.



Board of Directors Our Board oversees our enterprise-wide risk management system, which is designed to achieve organizational and strategic objectives, improve long-term performance, and enhance shareholder value. The Board must understand the risks the Company faces and the steps management takes to manage those risks as well as what level of risk is appropriate for the Company. Our Directors are equipped to make all of these determinations because they are integral to the process of setting the Company’s business strategy. The Board oversees the risk-management process in conjunction with Board and management committees, each with varying aspects of enterprise risk management as part of their responsibilities. Examples of Board committee risk management oversight are noted below.



AUDIT AND RISK COMMITTEE Oversees the Company’s policies, process, and structure related to enterprise risk management and compliance including:
•discusses guidelines and policies governing the process by which senior management and the relevant departments of the Company assess and manage exposure to risk, as well as the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; •reviews the Company’s risk assessment and enterprise risk-management framework, including risk-management guidelines, risk appetite, risk tolerances, key risk policies, and control procedures; •reviews critical regulatory risk-management filings and enterprise risk-management material shared with regulators and rating agencies;	•reviews the general structure, staffing models, and engagement of the Company’s risk governance departments and practices; •reviews the Company’s major financial risk exposures and evaluates processes and controls that management has adopted to monitor and manage those risks; •meets in executive session with key senior leaders involved in risk management;	•reviews with the internal auditors, the independent auditor, and the Company’s financial management team the adequacy and effectiveness of our internal controls, including information security policies and internal controls regarding information security, and any special steps adopted in light of material control deficiencies; and •reports to the Board, at least annually, with respect to matters related to key enterprise risks and risk management areas of concentration.


FINANCE AND INVESTMENT COMMITTEE Oversees the investment process and investment risk management of the Company and its subsidiaries by monitoring investment policies, strategies, and transactions and reviewing the performance of the investment portfolio and overall capital and liquidity position of the Company:
•Investment risk: Includes liquidity risk, market risk, and credit risk. •Liquidity risk: When an investment is not marketable and cannot be bought or sold quickly enough to prevent or minimize a loss.	•Market risk: The risk that market movements will cause fluctuations in the value of our assets, the amount of our liabilities, or the income from our assets. •Credit risk: The risk of loss arising from the failure of a counterparty to perform its contractual obligations.	•Enterprise Capital & Liquidity risk: Review of enterprise capital adequacy, access to capital, and maintenance of liquidity position to protect credit ratings and the Company’s ability to meet short and long-term obligations.


COMPENSATION COMMITTEE Oversees the Company’s compensation plans and practices and strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy:
•reviewing the Company’s incentive compensation arrangements to determine whether they encourage unnecessary or excessive risk-taking;	•reviewing at least annually the relationship between the Company’s compensation and risk management policies and practices;	•evaluating compensation policies and practices that could mitigate any such risk.
As more fully discussed in the Compensation Discussion and Analysis section of this Proxy Statement, the Compensation Committee establishes incentive compensation performance objectives for management that are directly linked to the Company’s results, aligned with shareholder interests, and realistically attainable so as not to encourage excessive risk taking.



Role of Management The Company’s management is responsible for day-to-day risk management. Our enterprise risk-management framework, which is aligned with and overseen by the Board and its committees, includes several executive management committees whose roles incorporate risk management across the enterprise. For example, executive management’s Global Risk Committee oversees the processes for identifying, assessing, measuring, monitoring, and mitigating key risks in addition to ensuring transparency and appropriateness of reporting to executive leadership. Other management committees, and specific management positions such as the Company’s Global Chief Risk Officer, its General Counsel, and its Global Chief Compliance Officer, are responsible for implementing policies and risk-management processes relating to strategic, operational, investment, competitive, regulatory and legislative, product, reputational, and compliance risks.



Spotlight on Information Security Risk Oversight The Board has adopted an information security policy directing management to establish and operate a global information security program with the goals of identifying, assessing and monitoring existing and emerging cybersecurity threats and helping ensure that the Company’s information assets and data, and the data of its customers, are appropriately protected from loss or theft. The Board has delegated oversight of the Company’s information security program to the Audit and Risk Committee. The Company’s senior officers, including its Global Chief Information Security Officer (GCISO), are responsible for the operation of the global information security program and communicate with the Audit and Risk Committee quarterly and the full Board three times a year on the program, including with respect to the state of the program, compliance with applicable regulations, current and evolving threats, and recommendations for changes in the global information security program. The global information security program also includes a cybersecurity incident response plan that is designed to provide a management framework across Company functions for a coordinated assessment and response to cybersecurity incidents. This framework establishes a protocol to report certain incidents to the GCISO and other senior officers, with the goal of timely assessing such incidents, determining applicable disclosure requirements, and communicating with the Audit and Risk Committee as appropriate. The incident response plan directs the executive officers to report certain incidents immediately and directly to the Lead Non-Management Director and/or the Chair of the Audit and Risk Committee. For more information, see the Aflac Incorporated Cybersecurity Disclosure at investors.aflac.com under the “Sustainability” tab, then “Policies and Statements.” See also Item 1C of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.



Board of Directors Our Board is actively engaged in overseeing the Company’s people and culture strategy. Several committees review and report back to the Board on a broad range of human capital management topics and related risks.



			Compensation Committee •Reviews the Company’s compensation plans to encourage promotion of the Company’s goals and objectives, including sustainability goals and objectives


			Corporate Governance Committee •Oversees the Company’s policies and principles relating to succession planning and management development, and establishes that appropriate succession plans are in place


			Corporate Social Responsibility and Sustainability Committee •Provides guidance and oversight of the Company’s corporate social responsibility activities, including metrics and procedures to track progress toward achievement of the Company’s goals



For more about Aflac Incorporated's workforce, please see the Company's most recent Business and Sustainability Report. For other sustainability disclosures and the sustainability policy statements, please visit investors.aflac.com under the “Sustainability” tab.



Board of Directors Our Board plays critical role in overseeing our environment, social, and governance efforts. Through our Committees, we identify, promote, and monitor responsible and ethical corporate governance mechanisms, corporate social responsibility and sustainability goals and related compensation programs, and risk management policies that identify and assess climate-related risks.



			Corporate Social Responsibility and Sustainability Committee •Oversees the Company’s policies, procedures, and practices with respect to corporate social responsibility (CSR) and sustainability •Monitors the preparation of and reviews the Company’s annual report that provides more detail around CSR and sustainability initiatives •Coordinates with:
			•The Finance and Investment Committee regarding guidance on CSR and sustainability factors relating to issuance and application of proceeds of sustainability bonds and other social and/or sustainability oriented debt of the Company and oversight of the investment process

			•The Compensation Committee relating to any CSR and sustainability factors incorporated into executive compensation programs

			•The Corporate Governance Committee with regard to the Company’s policies and principles relating to succession planning and management development


			Updates received by the Board through the Corporate Social Responsibility and Sustainability Committee

			•Sustainability initiatives •Environmental impact			•Workplace inclusion and equal opportunity efforts •Philanthropic activities



			Audit and Risk Committee •Oversees the Company’s policies, process, and structure related to enterprise risk engagement and management, which includes CSR and sustainability risks and opportunities



Role of Management Management periodically meets with the Corporate Social Responsibility and Sustainability Committee, as well as other Board Committees, to report on how sustainability-related risks and opportunities inform actions that are coordinated and aligned with the broader goals of the Company and are integrated into organizational strategy, plans of action, management policies, and performance objectives, including how progress is monitored against targets and goals.



			Fortune's World's Most Admired Companies (25th year)						Ethisphere’s World’s Most Ethical Companies (20th consecutive year), making it the only insurance company in the world to hold this distinction every year since the inception of the honor in 2007.



To see Aflac Incorporated’s most recent Business and Sustainability Report, sustainability disclosures, and the sustainability policy statements, please visit investors.aflac.com under the “Sustainability” tab.