Aflac (AFL) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Aflac Incorporated

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Our Long-Term Growth Strategy

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Notice of 2020 Annual Meeting of Shareholders

You are cordially invited to the Annual Meeting of Shareholders of Aflac Incorporated (the “Company”) for the following purposes, all of which are described in the accompanying Proxy Statement:

Logistics		Date and Time May 4, 2020 10:00 am		Place(1) Columbus Museum (in the Patrick Theatre) 1251 Wynnton Road, Columbus, Georgia		Record Date February 25, 2020

Proposal	To elect as Directors of the Company the eleven nominees named in the accompanying Proxy Statement to serve until the next Annual Meeting and until their successors are duly elected and qualified				To consider a non-binding advisory proposal on the Company’s executive compensation (“say-on-pay”)				To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020
Board’s Recommendation		FOReach of the eleven director nominees				FOR				FOR
Further Information	PAGE2				PAGE27				PAGE58

In addition, any other business properly presented may be acted upon at the meeting and at any adjournments or postponements of the meeting.

How to Vote

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

	Internet			Telephone			Mail			In Person
Visitwww.proxyvote.com.You will need the control number that appears on your proxy card.			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 control number that appears on your proxy card.			If you received a full package by mail, complete and sign the proxy card and return it in the enclosed postage pre-paid envelope.			You may attend the Annual Meeting and vote orally or by ballot.

Your vote is important! Even if you expect to attend the Annual Meeting, please vote in advance. If you attend the Annual Meeting, you may revoke your proxy and vote in person.

By order of the Board of Directors,

J. Matthew Loudermilk
Secretary
March 19, 2020
Columbus, Georgia

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LETTER FROM THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER

MARCH 19, 2020
Dear Fellow Shareholder:

It is my pleasure to invite you to attend the 2020 Annual Meeting of Shareholders on Monday, May 4, 2020, where you can learn more about Aflac Incorporated’s recent business performance and strategy for the future. I encourage you to review the enclosed proxy materials and Aflac Incorporated’s 2019 Year in Review and Annual Report on Form 10-K to learn more about your company and our latest accomplishments. Then, please vote your shares, even if you plan to attend the Annual Meeting. We want to be sure your shares and your viewpoints are represented. Aflac Incorporated continues to manage the business for the long term while keeping our more immediate financial objectives top of mind. We focus on providing protection to our policyholders, growing our business, being a good corporate citizen, and driving shareholder value. In doing so, we’ve gained the trust of more than 50 million people worldwide. We don’t seek out recognition for recognition’s sake, but when we receive it, we know we’re on the right track. In 2019, we appeared on Fortune’s List of World’s Most Admired Companies for the 19th time, and Aflac Incorporated ranks No.2 in its industry for “Long-Term Investment Value.” Following are some other highlights that stand out from 2019: GROWTH Aflac Incorporated generated $3.3 billion in net earnings or $4.43 per diluted share, up 13.2% and 17.5% from last year, respectively, and an increase in adjusted earnings per diluted share on a currency-neutral basis of 6.3% to $4.42, driven by strength in core margins. Our results are especially meaningful given the low-interest-rate environment in Japan and our extensive investments in the business to drive future earned premium growth, which will remain a critical strategic focus for 2020. CAPITAL DEPLOYMENT When it comes to capital deployment, significant value is achieved through a balance of growth investments, stable dividend growth and disciplined, tactical stock repurchase. In December 2016, we announced our intent to unlock around $1.7 billion in excess capital drawing down Aflac’s U.S. risk-based capital (RBC) ratio closer to 500% by the end of 2019, as part of our conversion of the Japan branch to a subsidiary. I am happy to report that by the end of 2019 we succeeded in unlocking $1.75 billion in excess capital and brought Aflac’s RBC ratio to 539%. However, we believe our capital position by any measure remains robust given our risk profile, and we continue to have among the highest return on capital and lowest cost of capital in the industry. Investing in our profitable business model remains the first priority for our capital, and this includes buy to build acquisitions like our November 2019 acquisition of Argus Holdings, LLC and its subsidiary Argus Dental & Vision, Inc., a benefits management organization and national network dental and vision company. This acquisition marks our strategic entry into network dental and vision in the U.S., which we will build out over the course of 2020 and roll out nationally in 2021. We also remain committed to returning capital to our shareholders in the form of dividends and share repurchase. Accordingly, our Board of Directors increased the cash dividend 3.8% in 2019, marking the 37thconsecutive year of dividend increases. It goes without saying that we are very proud of, and want to extend, this track record. In addition, we repurchased approximately $1.6 billion, or 32 million of our shares. We will continue to seek the right balance of investing in our business, continuing our long record of dividend growth, and repurchasing stock. Through a combination of dividends and share repurchase, we returned more than $2.4 billion to our shareholders in 2019.			We focus on providing protection to our policyholders, growing our business, being a good corporate citizen, and driving shareholder value... [and] we’ve gained the trust of more than 50 million people worldwide.

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I’m in my 30th year as CEO of Aflac Incorporated, and since the end of August 1990 to the end of 2019, our stock has generated a total return to shareholders, including reinvested cash dividends, of more than 8,913%. This performance significantly exceeds the S&P Life & Health, S&P 500 and the Dow Jones Industrial Average over the same period. CORPORATE CULTURE OF DOING THE RIGHT THING – THE AFLAC WAY We believe that fostering and welcoming all forms of diversity in our daily operations, throughout our workforce, management team and in the composition of our Board, enhances our ability to respond to all of our constituents. Living up to the commitments we make to our customers, to our fellow employees and to all the people who rely on us is just the way we work. It’s the Aflac Way. One of the seven commitments of the Aflac Way is “Treat Everyone with Respect and Care.” One way of reinforcing this culture of understanding is by cultivating and fostering a diverse working environment and including people who represent different viewpoints. I’m proud of the fact that in the United States, 35% of our key senior leadership team are ethnic minorities or women, and 66% of our U.S. employees are women. I’m also proud of the fact that Aflac Japan achieved its goal of 30% female leadership at the company in 2019, one year ahead of schedule. By delivering on our promise to be there when policyholders need us most, paying claims fairly and promptly, and managing our business The Aflac Way, we’ve gained the trust of more than 50 million people worldwide. CORPORATE CITIZENSHIP At Aflac Incorporated, we have worked to be a good corporate citizen for decades because it’s the right thing to do, and we have captured this in our Corporate Responsibility Report for more than 10 years. I don’t think it’s a coincidence that we have achieved success while focusing on doing the right things for our policyholders, shareholders, employees, sales distribution, business partners and communities. I’m proud of what we have accomplished in terms of both our social purpose and financial results, which have ultimately translated into strong, long-term shareholder return. In 2019, we followed up the initial U.S. introduction ofMy Special Aflac Duck, a smart, comforting companion that helps children feel less alone by using interactive technology during their cancer treatment, by introducing it in Japan. This special fuzzy companion helps bring comfort to children during their cancer care journey through “feeling cards” that help them express a range of emotions and a compatible web-based app that enables the children to mirror their care routines. We will continue to drive shareholder value and do so by acting ethically and giving back to the communities in which we operate. Ultimately, we believe this is a more sustainable approach to business that will continue to increase shareholder value. By remaining disciplined and focusing on doing what we do best, I believe we will continue to generate results that build long-term shareholder value. I also would like to express my gratitude to you, our shareholders, for putting your faith, confidence, and resources in Aflac Incorporated. As we look ahead, delivering on more than a promise will remain our priority, because that is not only what sets us apart, it’s who we are. Sincerely, Daniel P. Amos CHAIRMAN AND CHIEF EXECUTIVE OFFICER			“Treat everyone with respect and care.”

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LETTER FROM THE LEAD
NON-MANAGEMENT DIRECTOR

MARCH 19, 2020
To My Fellow Shareholders:

I am honored to have the opportunity to serve as Lead Non-Management Director, working with an experienced team of Board members who exemplify acumen in a broad range of disciplines. This team is dedicated to effectively and pragmatically overseeing Aflac Incorporated’s corporate governance and business strategy. I want to share some of the key areas on which my fellow directors and I have focused. Shareholder Engagement:As lead director, I will continue to engage our investors, gain insight into their perspectives and consider the viewpoints and positions of those who invest in our business. As a result, the Board has received valued feedback related to our Board practices and composition, executive compensation structure, and sustainability efforts, to name a few areas. This results in productive discussions and actions representing you, our shareholders. Board Composition:Just as we foster diversity within our Company operations, we foster diversity within our Board to ensure that we maintain a 360 degree view of our operations and to prompt productive and informative discussions covering the breadth and depth that our business requires. It is vital that we maintain an accomplished and cohesive Board composed of subject matter experts who are passionate about their respective areas of discipline. Our Board is made up of members whose skill sets align with the current and future needs of our Company. The Board engages in a regular self-evaluation process to ensure we maintain a cohesive, diverse, and well-constituted board of high integrity that exemplifies the right balance of perspective, experience, independence, skill sets, and subject matter experts required for prudent oversight of the Company. Over the last five years, six new directors have been added. Georgette Kiser is the most recent example of an outstanding addition to the Board, and we believe that she will prove to be a tremendous addition to the Audit and Risk Committee, too. In 2020, as a result of the Board’s annual self-evaluation process and feedback from shareholder engagements, we have determined that the Board would benefit from additional representation from Japan. We believe we found an excellent candidate in Nobuchika Mori. Commitment to Sustainability:We began establishing and defining Aflac Incorporated’s corporate purpose many years ago, even before investors began showing an interest. Establishing and defining the Company’s corporate purpose has been integral to our success. Each year, we highlight some of our efforts in Aflac Incorporated’s Year in Review and Corporate Social Responsibility reports, which I invite you to read. The Board has long recognized the importance of corporate social responsibility and sustainability in creating long-term value for shareholders. We have had a dedicated Board-level sustainability committee since 2007 and in 2017, we broadened the focus of that committee and renamed it the Corporate Social Responsibility and Sustainability Committee. In addition, we have witnessed increased interest in Environmental, Social and Governance, or ESG, from investors and others alike over the last two years. As a result, the Company has expanded and enhanced its disclosures with the launch of Aflac Incorporated’s ESG Hub, esg.aflac.com, which includes reporting using Sustainability Accounting Standards Board (SASB) and Task Force on Climate-related Financial Disclosures (TCFD) standards. The Company’s hard work to address ESG			As lead director, I will continue to engage our investors, gain insight into their perspectives and consider the viewpoints and positions of those who invest in our business.

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issues has been widely acknowledged. For example, in 2020, the Company was recognized by Ethisphere as one of the World’s Most Ethical Companies for the 14th consecutive year, remaining the only insurance company in the world to receive this honor every year since this award was inaugurated in 2007. Earlier this year, Bloomberg added Aflac Incorporated to its Gender-Equality Index, which tracks the financial performance of public companies committed to supporting gender equality through policy development, representation and transparency. I think that you will agree that the Company has a good story to tell, and we are excited to share it. Risk Oversight:It is vitally important that our Board continually works to identify risks that are relevant to both the industry and to the Company. Along with carefully monitoring traditional risks associated with investments and our product risk profile, as well as maintaining strong capital ratios and managing operational risk, the Board has overseen significant advancements in information security and has enhanced our information security policy with the goal of ensuring that the Company’s information assets and data, and the data of its customers, are appropriately protected. The addition of Ms. Kiser’s expertise to our Board has added depth to our IT and information security oversight that protects all aspects of our operations. With these vital topics in mind, I encourage you to review the accompanying Proxy Statement and associated materials and to vote your shares before our annual meeting on May 4, 2020. The Board looks forward to continuing our ongoing dialogue with investors and acting upon that feedback, and we thank you for your support and the privilege of representing you and your shares. It is my pleasure, and my privilege, to serve on Aflac Incorporated’s Board, and I look forward, as a fellow shareholder, to all of the ways the Company will continue to uphold its promises. Sincerely, W. Paul Bowers LEAD NON-MANAGEMENT DIRECTOR			We began establishing and defining Aflac Incorporated’s corporate purpose many years ago, even before investors began showing an interest. Establishing and defining Aflac Incorporated’s corporate purpose has been integral to our success.

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Proxy Summary

This summary highlights information contained elsewhere in this Proxy Statement, but it does not contain all of the information you should consider. For more information, please refer to the following:

AGENDA AND VOTING MATTERS

	To elect as Directors of the Company the eleven nominees named in this Proxy Statement			FOReach nominee
				PAGE2
	To consider a non-binding advisory proposal on the Company’s executive compensation (“say-on-pay”)			FOR
				PAGE27
	To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm			FOR
				PAGE58

Please read the entire Proxy Statement before voting. This Proxy Statement and the accompanying proxy are being delivered to shareholders on or about March 19, 2020.

For more complete information regarding the Company’s 2019 performance, please review the Company’s Annual Report on Form 10-K. In this Proxy Statement, the terms “Company,” “we,” or “our” refer to Aflac Incorporated. The term “Aflac” refers to the Company’s subsidiary, American Family Life Assurance Company of Columbus. The term “Aflac U.S.” refers collectively to the Company’s United States insurance subsidiaries: Aflac; American Family Life Assurance Company of New York (Aflac New York), a wholly owned subsidiary of Aflac; and Continental American Insurance Company (CAIC), branded as Aflac Group Insurance. The term “Aflac Japan” refers to Aflac Life Insurance Japan Ltd.

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Proxy Summary

01	Proposal 1 Election of Directors
	Each Director stands for election annually. The following provides summary information about the nominees. Our Board believes it is appropriate to maintain a diverse balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas.
		The Board of Directors recommends a vote FOR each of the eleven nominees.		PAGE 2

DIRECTOR NOMINEES

					Committee Memberships
	Name	IND	Age	Director Since	AR	C	CD	CG	E	FI	CSR
	DANIEL P. AMOS Chairman and Chief Executive Officer, Aflac Incorporated		68	1983					●	●
	W. PAUL BOWERS Lead Director Chairman, President and Chief Executive Officer of Georgia Power Co.	●	63	2013	●		●		●		●
	TOSHIHIKO FUKUZAWA President and CEO, Chuo Real Estate Co., Ltd.	●	63	2016						●
	THOMAS J. KENNY Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset Management	●	56	2015			●			●	●
	GEORGETTE D. KISER Operating Executive, The Carlyle Group	●	52	2019		●
	KAROLE F. LLOYD Certified Public Accountant and retired Ernst & Young LLP audit partner	●	61	2017	●				●	●
	NOBUCHIKA MORI Representative Director, Japan Financial and Economic Research Co. Ltd.	●	63	*
	JOSEPH L. MOSKOWITZ Retired Executive Vice President, Primerica, Inc.	●	66	2015	●	●	●
	BARBARA K. RIMER, DrPH Dean and Alumni Distinguished Professor, Gillings School of Global Public Health, University of North Carolina, Chapel Hill	●	71	1995				●			●
	KATHERINE T. ROHRER Vice Provost Emeritus, Princeton University	●	66	2017		●		●
	MELVIN T. STITH Dean Emeritus of the Martin J. Whitman School of Management at Syracuse University	●	73	2012				●	●		●

AR	Audit & Risk		E	Executive		●	Independent
C	Compensation		FI	Finance & Investment		●	Chair
CD	Corporate Development		CSR	Corporate Social Responsibility & Sustainability		●	Member
CG	Corporate Governance
*	First year nominated

		Information About Our Board Members
		BOARD TENURE
		2020 Independent Director nominees (10) 7 of our 10 Independent Director nominees are minority and/or women
		DIVERSITY OF SKILLS AND EXPERIENCE
		2020 all Director nominees (11)
		INDEPENDENT
		CURRENT OR FORMER CEO
		MARKETING AND PUBLIC RELATIONS
		JAPANESE MARKET EXPERTISE
		INVEST. AND FINANCIAL EXPERTISE
		OPERATIONS EXPERIENCE
		REG. AND RISK MGMT. EXPERIENCE
		INDUSTRY EXPERIENCE
		PUBLIC HEALTH EXPERIENCE
		DIGITAL/CYBER SECURITY
		WOMAN DIRECTOR
		MINORITY DIRECTOR

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Proxy Summary

CORPORATE GOVERNANCE HIGHLIGHTS

CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY HIGHLIGHTS

We are proud of the accolades we have received, a handful of which are listed below, and we invite you to read Aflac’s Year in Review and Corporate Social Responsibility reports to learn more about our initiatives.

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Proxy Summary

02	Proposal 2 Executive Compensation (“Say-on-Pay”)
	We are committed to achieving a high level of total return for our shareholders. From the end of August 1990, when Daniel P. Amos was appointed the CEO, through December 31, 2019, the Company’s total return to shareholders, including reinvested cash dividends, has exceeded8,913%, compared with 2,111% for the Dow Jones Industrial Average, 1,748% for the S&P 500 Index, and 1,000% for the S&P 500 Life & Health Insurance Index over the same period.
		The Board of Directors recommends a vote FOR our executive compensation.		PAGE 27

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Proxy Summary

2019 EXECUTIVE COMPENSATION

The total target direct compensation mix for 2019 for (1) our CEO and (2) our CEO together with our other NEOs is illustrated in the following charts, and reflects the performance-based nature of our compensation program:

CEO TARGET COMPENSATION MIX		CEO + NEOs TARGET COMPENSATION MIX

RECENT SAY-ON-PAY VOTES

We are pleased that, for the past two consecutive years, 96% of our shareholders voting on the say-on-pay proposal voted in favor of our executive compensation. We believe this continued support reflects favorably on changes we have made to our executive compensation program over the past few years to more tightly link compensation metrics to our business strategy while incorporating feedback received from our shareholders. We work hard to ensure we implement best practices in executive compensation while staying focused on performance-based program elements that align with shareholder interests. We will continue to review our compensation program each year to determine if additional changes are warranted.

Learn more in theCompensation Discussion & Analysisunder the heading “Outcome of 2019 Say-on-Pay Vote”.

03	Proposal 3 Ratification of Auditors
	In February 2020, the Audit and Risk Committee voted to appoint KPMG LLP, an independent registered public accounting firm, to perform the annual audit of the Company’s consolidated financial statements for fiscal year 2020, subject to ratification by the shareholders.
		The Board of Directors and the Audit and Risk Committee recommend a vote FOR the ratification of the selection of KPMG LLP.		PAGE 58

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Corporate Governance Matters

01	Proposal1 Election of Directors
	Each Director stands for election annually. The following provides summary information about the nominees. Our Board believes it is appropriate to maintain a diverse balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas.
		The Board of Directors recommends a voteFOR each of the eleven nominees.

The Company proposes that the following eleven individuals be elected to the Board. These individuals have been nominated by the Board’s Corporate Governance Committee. If elected, they are willing to serve for a one-year term expiring at our 2021 Annual Meeting of Shareholders. Each Director will hold office until his or her successor has been elected and qualified or until the Director’s earlier death, resignation or removal. The people named in the accompanying proxy (or their substitutes) will vote to elect these nominees unless specifically instructed to the contrary. However, if any nominee becomes unable or unwilling to serve or is otherwise unavailable for election, the people named in the proxy (or their substitutes) will have discretionary authority to vote or to refrain from voting on any substitute nominee. The Board has no reason to believe that any of the nominees will be unable or unwilling to serve.

All but one of the nominees are currently members of our Board. Upon the recommendation of the Corporate Governance Committee, Mr. Nobuchika Mori has been nominated to serve on the Board. Mr. Mori was recommended for the Board by the Chairman of the Board most notably for his regulatory expertise and financial acumen gathered over a three-plus decade career in Japan and internationally as a financial regulator, including from July 2015-July 2018, as Commissioner of Japan’s Financial Services Agency.

We expect all of our Directors to have a demonstrated ability to make a meaningful contribution to the Board’s oversight of the business and affairs of the Company. As shown below, our nominees have a range of skills and experience in areas that are critical to our industry and our operations.

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Corporate Governance Matters

BOARD COMPOSITION

Director Skills Summary and The Link to Our Strategy

Skills and Experience
Independent
Marketing and Public Relations
Current or former CEO
Operations Experience
Japanese Market Experience
Investment and Financial Expertise
Regulatory and Risk Mgmt. Experience
Industry Experience
Public Health Experience
Digital/Cyber Security Experience

Director Nominees

Daniel P. Amos CHAIRMAN, CHIEF EXECUTIVE OFFICER OF AFLAC INCORPORATED					AGE 68 DIRECTOR SINCE 1983 COMMITTEES Executive (Chair) Finance and Investment
Mr. Amos has been Chief Executive Officer of the Company and Aflac since 1990, Chairman since 2001, was President of Aflac from July 2017 to May 2018, and was President of Aflac Incorporated from February 2018 through December 2019. He has spent 40 years in various positions at Aflac.
SKILLS AND RECOGNITIONInstitutional Investormagazine has named Mr. Amos one of America’s Best CEOs in the life insurance category five times. Harvard Business Review has named Mr. Amos among the World’s Best Performing CEOs in each of the past four years.CR Magazinerecently honored him with a Lifetime Achievement Award for his dedication to corporate responsibility. Mr. Amos’ experience and approach deliver insightful expertise and guidance to the Board of Directors on topics relating to corporate governance, people management, and risk management.	OTHER BOARD OR LEADERSHIP POSITIONS ●Synovus Financial Corp.(2001-2011) ●Southern Company(2000-2006)

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Corporate Governance Matters

Toshihiko Fukuzawa PRESIDENT AND CEO OF CHUO REAL ESTATE CO., LTD					INDEPENDENT AGE 63 DIRECTOR SINCE 2016 COMMITTEES Finance and Investment
Mr. Fukuzawa has been the president and chief executive officer of Chuo Real Estate Co., Ltd., a real estate development and leasing company in Japan, since July 2018. Previously, he was the president and chief executive officer of Yushu Tatemono Co., Ltd., also a real estate development and leasing company in Japan, from June 2015 to June 2018. He served as deputy president at Mizuho Trust & Banking Co., Ltd. from April 2013 to March 2015, managing executive officer and head of the IT System Group at Mizuho Bank Ltd. from June 2011 to March 2013, and deputy president at Mizuho Information & Research Institute from June 2009 to June 2011. From 2002 to 2009, he held executive officer and general manager positions at Mizuho Bank, Ltd., part of Mizuho Financial Group, Inc.Mr. Fukuzawa held various positions of increasing responsibility at Dai-Ichi Kangyo Bank, Ltd., which he joined in 1979.
SKILLS AND RECOGNITION Over a 36-year career as a professional banker in Japan, Mr. Fukuzawa gained extensive business and IT knowledge and experience with a wide range of Japanese financial services institutions, including insurance companies. He provides the Board with valuable insight and expertise relevant to the Company’s Japanese business.

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Corporate Governance Matters

Thomas J. Kenny FORMER PARTNER AND CO-HEAD OF GLOBAL FIXED INCOME, GOLDMAN SACHS ASSET MANAGEMENT					INDEPENDENT AGE 56 DIRECTOR SINCE 2015 COMMITTEES Finance and Investment (Chair) Corporate Development Corporate Social Responsibility & Sustainability
Mr. Kenny has served as a trustee of TIAA-CREF, a financial services organization, since 2011. He currently serves as the Chair of the TIAA-CREF Funds Board of Trustees, previously served as Chair of the Investment Committee, and also currently sits on the TIAA-CREF Funds Audit, Investment and Nominating and Governance Committees. Prior to his role at TIAA-CREF, Mr. Kenny held a variety of leadership positions at Goldman Sachs for twelve years, most recently serving as partner and advisory director. He also served as co-head of the Global Cash and Fixed Income Portfolio team at Goldman Sachs Asset Management, where he was responsible for overseeing the management of more than $600 billion in assets across multiple strategies with teams in London, Tokyo, and New York. Before joining Goldman Sachs, Mr. Kenny spent thirteen years at Franklin Templeton. He is a CFA charter holder.
SKILLS AND RECOGNITION Mr. Kenny’s extensive experience in investment management and financial markets provides the Board with valuable insight and expertise.	OTHER BOARD OR LEADERSHIP POSITIONS ●CREF Board of Trustees, Chairman ●TIAA-CREF Fund Complex ●Executive Committee, Chair ●Investment Committee ●Audit Committee ●Nominating and Governance Committee

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Corporate Governance Matters

Karole F. Lloyd CERTIFIED PUBLIC ACCOUNTANT AND RETIRED ERNST & YOUNG LLP AUDIT PARTNER					INDEPENDENT AGE 61 DIRECTOR SINCE 2017 COMMITTEES Audit and Risk* (Chair) Executive Finance and Investment *Financial Expert
Ms. Lloyd is a certified public accountant and retired as vice chair and regional managing partner for Ernst & Young, LLP (“EY”), a global accounting firm, in December 2016. She brings more than 37 years of work experience and leadership, most recently as part of the US Executive Board, Americas Operating Executive and the Global Practice Group for EY, and has extensive experience in the audits of large financial services, insurance, and health care companies. Ms. Lloyd served many of EY’s highest profile clients through mergers, IPOs, acquisitions, divestitures, and across numerous industries including banking, insurance, consumer products, transportation, real estate, manufacturing, and retail. She has served as an audit partner for publicly held companies in both the United States and Canada. Ms. Lloyd’s other experience includes leadership and consulting with respect to financial reporting, board governance and legal matters, regulatory compliance, internal audit, and risk management.
SKILLS AND RECOGNITION Ms. Lloyd’s extensive accounting and advisory experience across the financial service industry, combined with her leadership skills and strategic thinking, provide valuable perspective for our Audit and Risk Committee.	OTHER BOARD OR LEADERSHIP POSITIONS ●Churchill Downs Incorporated and Audit Committee (since 2018) ●The University of Alabama President’s Advisory Council (since 2003) ●The University of Alabama Board of Visitors for the Commerce and Business School (since 2001) ●Atlanta Symphony Orchestra Board of Directors (since 2010) ●Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee(2009-2016)

Nobuchika Mori REPRESENTATIVE DIRECTOR, JAPAN FINANCIAL AND ECONOMIC RESEARCH CO. LTD.					INDEPENDENT AGE 63 DIRECTOR NOMINEE
Mr. Nobuchika Mori is representative director of the Japan Financial and Economic Research Co. Ltd., a research and consulting firm. In this role, he has been responsible for providing research and consulting services to companies in Japan and abroad since July 2018. He is currently also an adjunct professor and senior research scholar at Columbia University School of International and Public Affairs (since October 2018). From July 2015 until his retirement in July 2018, Mr. Mori served as commissioner of the Financial Services Agency of Japan (the “JFSA”), Japan’s integrated financial regulator. In this role, he led supervision of financial institutions including banks, securities firms and insurance companies, and directed legislative and regulatory planning to ensure financial stability and enhance economic growth in Japan. Before becoming the head of JFSA, he spent more than 30 years in senior positions at JFSA and Japan’s Ministry of Finance (the “MOF”), including JFSA Vice Commissioner for Policy Coordination, Director General for Inspection, and Director General for Supervision (July 2014 to July 2015). He also served in a range of diplomatic posts reflecting his expertise in international financial markets and regulatory standards, including as the Chief Representative in New York for the MOF, Minister of the Embassy of Japan in the United States of America, and as Deputy Treasurer at the Inter-American Development Bank.
SKILLS AND RECOGNITION Over a three-plus decade career immersed in Japan’s finance industry as a financial regulator, policymaker, and standard setter in Japan and internationally, Mr. Mori gained extensive specialized economic, policy, and financial regulatory expertise, knowledge and experience. He brings to the Board indispensable, significant insight with respect to the Company’s Japanese business operations from his considerable financial and economic knowledge, international business experience, and regulatory acumen spanning highly regulated industries in Japan and internationally.	OTHER BOARD OR LEADERSHIP POSITIONS ●Center on Japanese Economy and Business (CJEB) Professional Fellow(since 2018)

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Corporate Governance Matters

Joseph L. Moskowitz RETIRED EXECUTIVE VICE PRESIDENT, PRIMERICA, INC.					INDEPENDENT AGE 66 DIRECTOR SINCE 2015 COMMITTEES Audit and Risk* Compensation Corporate Development *Financial Expert
Mr. Moskowitz retired from Primerica, Inc., an insurance and investments company, where he served as executive vice president from 2009 until 2014, leading the Product Economics and Financial Analysis Group. He joined Primerica in 1988, and served in various capacities, including managing the group responsible for financial budgeting, capital management support, earnings analysis, and analyst and stockholder communications support. He served as chief actuary from 1999 to 2004. Before joining Primerica, Mr. Moskowitz was vice president of Sun Life Insurance Company from 1985 to 1988 and was a senior manager at KPMG from 1979 to 1985.
SKILLS AND RECOGNITION With forty years of actuarial experience and leadership roles in the financial services industry, Mr. Moskowitz provides insight into the analysis and evaluation of actuarial and financial models, which form the basis of various aspects of corporate planning, financial reporting, and risk assessment, to the Board.	OTHER BOARD OR LEADERSHIP POSITIONS ●Fellow, Society of Actuaries ●Member, American Academy of Actuaries

Barbara K. Rimer, DrPH DEAN AND ALUMNI DISTINGUISHED PROFESSOR, GILLINGS SCHOOL OF GLOBAL PUBLIC HEALTH, UNIVERSITY OF NORTH CAROLINA, CHAPEL HILL					INDEPENDENT AGE 71 DIRECTOR SINCE 1995 COMMITTEES Corporate Social Responsibility & Sustainability (Chair) Corporate Governance
Dr. Rimer has been dean of the University of North Carolina Gillings School of Global Public Health since 2005, and alumni distinguished professor since 2003. Previously, she was director of the Division of Cancer Control and Population Sciences at the National Cancer Institute. She is a former director of Cancer Control Research and professor of community and family medicine at the Duke University School of Medicine. She was elected to the Institute of Medicine in 2008.
SKILLS AND RECOGNITION At the Gillings School of Public Health, Dr. Rimer works to improve public health, promote individual well-being, and eliminate health inequities across North Carolina and around the world. In 2012, Dr. Rimer was appointed Chairman of the President’s Cancer Panel and was reappointed twice since then. Her insight and leadership with respect to the public health sector are extremely relevant to the Company’s business and operations.	OTHER BOARD OR LEADERSHIP POSITIONS ●Chair, President’s Cancer Panel(2012-2019) ●Elected to Institute of Medicine (2008) ●Awarded the American Cancer Society Medal of Honor (2013) ●University of North Carolina at Chapel Hill General Alumni Association’s Faculty Service Award (2020)

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Katherine T. Rohrer VICE PROVOST EMERITUS, PRINCETON UNIVERSITY					INDEPENDENT AGE 66 DIRECTOR SINCE 2017 COMMITTEES Compensation Corporate Governance
Dr. Rohrer is vice provost emeritus, Princeton University, having served as vice provost for Academic Programs from 2001 until 2015. Prior to assuming this role, starting in 1988, Dr. Rohrer held several senior leadership positions at Princeton University, including associate dean of the faculty and assistant dean of the college. Following her retirement, she served as interim associate dean of the graduate school in 2016-17. At Columbia University, she was an assistant professor from 1982 to 1988. Dr. Rohrer is also a trustee of Emory University, where she chairs the academic affairs committee and serves on the finance and executive committees.
SKILLS AND RECOGNITION With more than 30 years as a university leader, Dr. Rohrer brings a wealth of experience highlighted by a commitment to academic rigor and financial management. Her operational expertise includes: executing on institutional budgetary decisions; leading academic governance and priority-setting; spearheading the recruitment of deans and other senior academic administrators; developing university-level messaging and communications; and managing endowments. Dr. Rohrer’s management career has included a focus on social responsibility, inclusion, and diversity.	OTHER BOARD OR LEADERSHIP POSITIONS ●Emory University Board of Trustees(since 2008; chair, Academic Affairs Committee; member, Executive Committee, Finance Committee) ●Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now “Arm in Arm”); and Dryden Ensemble.

Melvin T. Stith DEAN EMERITUS OF THE MARTIN J. WHITMAN SCHOOL OF MANAGEMENT AT SYRACUSE UNIVERSITY					INDEPENDENT AGE 73 DIRECTOR SINCE 2012 COMMITTEES Corporate Governance (Chair) Corporate Social Responsibility & Sustainability Executive
Dr. Stith is dean emeritus of the Martin J. Whitman School of Management at Syracuse University, having served as dean from 2005 until 2013. Recently, Dr. Stith served as interim president of Norfolk State University from January 2018 to June 2019. Prior to assuming this role, Dr. Stith was the dean emeritus and the Jim Moran Professor of Business Administration at Florida State University for thirteen years. He has been a professor of marketing and business since 1977 following his service as a captain in the U.S. Army Military Intelligence Command.
SKILLS AND RECOGNITION Dr. Stith’s financial acumen and his leadership skills in consensus-building, risk management, and executive management add an important dimension to the composition of our Board.	OTHER BOARD OR LEADERSHIP POSITIONS ●Synovus Financial Corp. (1998-2019) ●Flowers Foods, Inc. (since 2004) ●Jim Moran Foundation (since 2000) ●Previously served on the boards of Correctional Services Corporation, JM Family Enterprises Youth Automotive Training Center, the Keebler Company, United Telephone of Florida, and Rexall Sundown.

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Director Not Eligible for Re-election

Under the Company's Bylaws, Mr. Robert B. Johnson, who has turned 75 prior to our Annual Meeting, is not eligible to be nominated for re-election and, as a result, the Company has not nominated Mr. Johnson for election to the Board at the 2020 Annual Meeting. Mr. Johnson has served on our Board since 2002. We thank Mr. Johnson for his service to the Board.

Board Succession Planning and Refreshment Process

Our Board believes it is appropriate to maintain a diverse balance of longer tenured members, who bring stability and valuable Company-specific knowledge with a historical perspective, and newer members, who bring fresh viewpoints and new ideas. Our regular self-evaluation process ensures we maintain a cohesive, diverse, and well-constituted board of high integrity that exemplifies the right balance of perspectives, experience, independence, skill sets, and subject matter experts required for prudent oversight. Over the last five years, we have added six new directors as we make it a priority to identify candidates with the skills needed to ensure effective oversight.

Director Nominating Process

Our Corporate Governance Committee is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service as a Director.

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Consideration of Director Candidate from Shareholders

The Corporate Governance Committee will consider Director candidates recommended by shareholders. As with any prospective 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; and (ii) the name of the candidate, the candidate’s resume or qualifications to be a Director, and the candidate’s consent to be named as a Director if nominated by the Board.

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 tenth 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.

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 2021 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.

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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 ensure that we have the best skill set and experience to serve the Company and that the Board is fulfilling its responsibilities.

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.

Director Independence

The Board annually assesses the independence of each Director and Director nominee. Daniel P. Amos is an employee of the Company. The Board has determined that all of the other Director and Director nominees are “independent” under New York Stock Exchange (“NYSE”) listing standards. None of the independent nominees has a material relationship with the Company, either directly or as a partner, shareholder, or officer of an organization that has a relationship with the Company. The Board made its determination based on information furnished by all Directors regarding their relationships with the Company and research conducted by management.

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OUR BOARD AND COMMITTEES

Board Leadership Structure

If the Chairman and Chief Executive Officer roles are filled by the same person, or if the Chairman is not independent, the Board believes that an independent Director should be appointed to serve as the Lead Non-Management Director. The Lead Non-Management Director is elected annually by the Board (effective at the first Board of Director’s meeting following the Annual Meeting of Shareholders) based upon a recommendation by the Corporate Governance Committee. Although subject to an annual election, the Lead Non-Management Director is generally expected to serve for more than one year, but no more than four years.

Daniel P. Amos Chairman and CEO			W. Paul Bowers Lead Non-Management Director
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 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-today 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. The Board believes that Mr. Amos’ in-depth, long-term knowledge of the Company’s operations and his vision for the Company’s development provides decisive and effective leadership for the Board. However, the Board retains the authority to modify this structure to best advance the interests of all shareholders if circumstances warrant such a change.			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 the Corporate Development Committee and a member of the Audit and Risk, Corporate Social Responsibility & Sustainability and Executive Committees.

The Board believes its existing corporate governance practices achieve independent oversight and management accountability. These governance practices are reflected in the Company’s Guidelines on Significant Corporate Governance Issues and the Committee charters. In particular:

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Lead Non-Management Director

The responsibilities of the Lead Non-Management Director include:

The Lead Non-Management Director has the authority to call meetings of the independent Directors.

Committee Structure

The Board has seven standing committees: Audit and Risk; Compensation; Corporate Development; Corporate Governance; Executive; Finance and Investment; and Corporate Social Responsibility and Sustainability. Each committee (other than the Executive Committee) operates under a written charter adopted by the Board. Charters for the Audit and Risk Committee, the Compensation Committee, and the Corporate Governance Committee all can be found on the Company’s website, aflac.com, under “Investors,” then “Governance,” and then “Governance Documents.”

All members of the Audit and Risk, Compensation and Corporate Governance Committees qualify as “outside” Directors as defined by Section 162(m) of the Internal Revenue Code, “Non-employee Directors” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, and independent Directors under NYSE listing standards, as appropriate.

Board Committee Refreshment

The Corporate Governance Committee considers the periodic rotation of committee members and committee chairs to introduce fresh perspectives and to broaden and diversify the views and experience represented on Board committees. As Mr. Johnson is not being nominated to stand for re-election due to the Company’s mandatory retirement policy, the Corporate Governance Committee has nominated Mr. Moskowitz to serve as Chairman of the Compensation Committee and join the Executive Committee effective May 4, 2020. Also, the Corporate Governance Committee has nominated Ms. Kiser to serve on the Audit and Risk Committee beginning May 4, 2020.

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The Audit and Risk Committee

MEMBERS*			RESPONSIBILITIES
Karole F. Lloyd (Chair) W. Paul Bowers Joseph L. Moskowitz NUMBER OF MEETINGS IN 2019 11 *All members of the committee are Financial Experts			●ensuring that management maintains the reliability and integrity of the 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 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; ●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. Relationship with Independent Registered Public Accounting Firm.The independent registered public accounting firm has direct access to the Audit and Risk Committee and may discuss any matters that arise in connection with its audits, the maintenance of internal controls, and any other matters relating to the Company’s financial affairs. The Audit and Risk Committee may authorize the independent registered public accounting firm to investigate any such matters, and may present its recommendations and conclusions to the Board. At least annually, the Audit and Risk Committee reviews the services performed and the fees charged by the independent registered public accounting firm. For additional information, see “Proposal 3: Ratification of Auditors” and the “Audit and Risk Committee Report” sections beginning on page 58. All Audit and Risk Committee members have been determined by the Board to be “audit committee financial experts,” as such term is defined in Item 401(h) of SEC Regulation S-K.

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The Compensation Committee

MEMBERS			RESPONSIBILITIES
Robert B. Johnson (Chairman until May 4, 2020) Joseph L. Moskowitz Georgette D. Kiser Katherine T. Rohrer NUMBER OF MEETINGS IN 2019 5			●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 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 the Company’s general compensation and benefit plans to ensure they promote our goals and objectives. Compensation Committee Interlocks and Insider Participation.No member of the Compensation Committee is a current or former employee or officer of the Company or any of its subsidiaries. During 2019, no Director was an executive officer of another entity on whose compensation committee any executive officer of the Company served. In addition, no member of the Compensation Committee had any relationship requiring disclosure under the section titled “Related Person Transactions” in this Proxy Statement.

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The Corporate Development Committee

MEMBERS			RESPONSIBILITIES
W. Paul Bowers (Chairman) Thomas J. Kenny Joseph L. Moskowitz NUMBER OF MEETINGS IN 2019 3			●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 ensure 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.

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The Corporate Governance Committee

MEMBERS			RESPONSIBILITIES
Melvin T. Stith (Chairman) Robert B. Johnson (until May 4, 2020) Katherine T. Rohrer Barbara K. Rimer, DrPH NUMBER OF MEETINGS IN 2019 4			●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 and succession plans are appropriate.

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The Corporate Social Responsibility and Sustainability Committee

MEMBERS			RESPONSIBILITIES			We believe “sustainable growth” means being able to meet the needs of our shareholders and customers while taking into account the needs of future generations, and also ensuring the long-term preservation and enhancement of the Company’s financial, environmental, and social capital.
Barbara K. Rimer, DrPH (Chair) W. Paul Bowers Thomas J. Kenny Melvin T. Stith NUMBER OF MEETINGS IN 2019 3			CORPORATE SOCIAL RESPONSIBILITY ●overseeing the Company’s policies, procedures, and practices with respect to corporate social responsibility and sustainability, recognizing that these goals and initiatives vary widely among industries, organizations and geographies, in the context of what is appropriate and relevant to the Company, our people and the communities we serve; ●monitoring 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; ●monitoring and reviewing the Company’s strategies, procedures, and practices related to social responsibility on a global basis, including significant philanthropic and community engagement activities; ●monitoring and reviewing the development of metrics, information systems, and procedures to track progress toward achievement of the Company’s social responsibility objectives; ●monitoring preparation of the Company’s annual Corporate Social Responsibility report, and reviewing such 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; ●monitoring and reviewing the Company’s strategies, policies, procedures, and practices related to environmental and related health and safety matters; ●monitoring and reviewing the Company’s policies, procedures, and practices that enable us to proactively respond to evolving public sentiment and government regulations 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.

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The Executive Committee

MEMBERS			PURPOSE
Daniel P. Amos (Chairman) W. Paul Bowers Robert B. Johnson (until May 4, 2020) Karole F. Lloyd Melvin T. Stith NUMBER OF MEETINGS IN 2019 4			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 the Chief Executive Officer, the Chairman of the Board, and such additional Directors as the Board may from time to time determine. Currently, the membership of the Executive Committee also includes the chairpersons of the Audit and Risk, Compensation, and Corporate Governance Committees, and includes the Company’s Lead Non-Management Director. The Chief Executive Officer (or another member of the Executive Committee chosen by him) is the Chairman of the Executive Committee.

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The Finance and Investment Committee

MEMBERS			RESPONSIBILITIES
Thomas J. Kenny (Chairman) Daniel P. Amos Toshihiko Fukuzawa Karole F. Lloyd NUMBER OF MEETINGS IN 2019 4			FINANCE RESPONSIBILITIES ●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; ●reviewing and providing guidance on the Company’s credit ratings, ratings strategy, and overall rating agency dialogue; ●reviewing and providing guidance to the Board on the 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; and ●in partnership with the Audit and Risk Committee, reviewing and providing guidance on the Company’s corporate insurance coverages. INVESTMENT RESPONSIBILITIES ●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 and approving investment transactions made on behalf of the Company and its subsidiaries; and ●reviewing the performance of the investment portfolios of the Company and its subsidiaries.

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Meeting Attendance

The Board met 4 times in 2019, and all Directors attended at least 75% of the meetings of the Board and the committees on which they served. It is Company policy that each Director should attend the Annual Meeting. All Directors serving at the time attended the 2019 Annual Meeting.

BOARD RESPONSIBILITIES

Enterprise-Wide Risk Oversight

Our Board oversees an enterprise-wide approach to risk management designed to achieve organizational and strategic objectives, to improve long-term performance, and to enhance shareholder value. Risk management requires more than just understanding the risks we face and the steps management takes to manage those risks. The Board also must understand 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.

While the Board oversees the risk-management process generally, several Board and management committees have specific roles that correspond with their areas of responsibility.

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, controlling, and mitigating the key risks associated with the Company. Other management committees 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 an information security program with the goal of ensuring that the Company’s information assets and data, and the data of its customers, are appropriately protected. 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 Security and Chief Information Security Officer, are responsible for the operation of the information security program and regularly communicate with the Audit and Risk Committee 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 information security program. The information security program also includes a cyber security incident response plan that is designed to provide a management framework across Company functions for a coordinated assessment and response to potential security incidents. This framework establishes a protocol to report certain incidents to the Global Security and Chief Information Security Officer and other senior officers, with the goal of timely assessing such incidents, determining applicable disclosure requirements and communicating with the Audit and Risk Committee. The incident response plan directs the executive officers to report certain incidents immediately and directly to the Lead Non-Management Director.

Audit and Risk Committee

Under its charter, the Audit and Risk Committee’s responsibilities include risk management and compliance oversight. Specifically, the Audit and Risk Committee:

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Finance and Investment Committee

The 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.

Compensation Committee

The Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent with the Company’s business strategy. 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 realistically attainable so as not to encourage excessive risk taking.

Code of Business Conduct and Ethics

The Company’s Code of Business Conduct and Ethics applies to all Directors, executives, and employees of the Company and its subsidiaries. In addition, there are provisions specifically applicable to the Chief Executive Officer, the Chief Financial Officer, and the Chief Accounting Officer. The Company intends to satisfy any disclosure requirements regarding amendments to, or waivers of, any provision of the Code of Business Conduct and Ethics by posting such information on our website, aflac.com, under “Investors,” then “Governance,” then “Governance Documents.”

Chief Executive Officer and Executive Management Succession Planning

The Board, in coordination with the Corporate Governance Committee, is responsible for succession planning for key executives to ensure continuity in senior management. As part of that effort, the Board and the Corporate Governance Committee ensure that the Company has an appropriate process for addressing Chief Executive Officer succession as a matter of regular planning and in the event of extraordinary circumstances.

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The Chief Executive Officer plays an active role in the succession-planning process for other executive management positions. In coordination with the Company’s executive management team, including the General Counsel and the Director of Human Resources, the Chief Executive Officer periodically evaluates potential successors, reviews development plans recommended for such individuals, and makes recommendations to the Corporate Governance Committee. Together these parties also identify potential successors for other critical executive management positions. In addition, the Chief Executive Officer reviews executive succession planning and management development at an annual executive session of independent Directors.

Commitment to Social Responsibility and Sustainability

As noted above, the Company has a dedicated, Board-level committee, which oversees the Company’s policies, procedures, and practices with respect to corporate social responsibility and sustainability. Specifically, the Board, through this committee, receives updates on the business’ focus on certain U.N. Sustainable Development Goals, environmental initiatives, workplace diversity and inclusion efforts, and philanthropic activities. The Corporate Social Responsibility and Sustainability Committee also monitors the preparation of and reviews the Company’s annual Corporate Social Responsibility report, which provide more detail around CSR and sustainability initiatives and which are available on our website, aflac.com, under “About Aflac,” then “Corporate Citizenship.”

Recently, the Company launched a digital ESG hub at esg.aflac.com. The purpose of the hub is to provide enhanced disclosures of the Company’s environmental and social efforts. These disclosures align with the Global Reporting Initiative, United Nations Sustainable Development Goals, Task Force on Climate-Related Financial Disclosures, and the Sustainability Accounting Standards Board.

Shareholder Outreach

The Company has a long history of engaging shareholders to learn about the issues and concerns that are important to them. We believe that open communications can have a positive influence on our corporate governance practices. For example, we are proud to have been the first publicly traded company in the United States to voluntarily allow shareholders a say-on-pay vote. In keeping with this governance philosophy, we communicate with our shareholders on a regular basis and incorporate their feedback into our decision-making process.

Our Approach

YEAR-ROUND ENGAGEMENT
Aflac Incorporated’s Investor and Rating Agency Relations proactively engages year-round with shareholders and fixed income investors, both: ●current and prospective ●retail and institutional ●portfolio management and stewardship teams These efforts often include executive management and extend to: ●proxy advisory firms, ●ESG rating firms and ●credit rating agencies Both outside of and leading up to the annual meeting, the Vice President of Investor Relations and Corporate Secretary conduct meetings (in person when possible and by telepresence) and calls to update investors and regularly relay feedback to the Chairman, Lead Non-Management Director and the Board.

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Communications with Directors

Shareholders and other interested parties may contact members of the Board by mail. If you wish to communicate with the Board, any individual Director, or any group or committee of Directors, address your correspondence to the Board or to such individual Director, group, or committee, c/o the Corporate Secretary of Aflac Incorporated, 1932 Wynnton Road, Columbus, Georgia 31999. The Corporate Secretary will forward any message that is not in the nature of advertising, promotions of a product or service, or patently offensive material.

Governance Documents

Charters for the Audit and Risk Committee, the Compensation Committee, and the Corporate Governance Committee, as well as the Company’s Guidelines on Significant Corporate Governance Issues, the Code of Business Conduct and Ethics and other governance-related documents, all can be found on the Company’s website, aflac.com, under “Investors,” then “Governance,” then “Governance Documents.” Shareholders can request printed copies of these documents by submitting a request to the Corporate Secretary at the address shown above.

DIRECTOR COMPENSATION

Directors who also serve as employees of the Company or its subsidiaries do not receive compensation as Board members. The Compensation Committee reviews the policy regarding total compensation for Non-employee Directors at least every other year and recommends compensation to the Board consistent with that policy. When making its recommendation, the Compensation Committee considers a variety of factors, including the Non-employee Director pay packages at our peer group companies, the skills and backgrounds required of Non-employee Directors to serve on the Company’s Board, and the balance between the cash and equity components of the package. The Board makes final determinations regarding Non-employee Director compensation.

Compensation Committee assess Director compensation and uses its independent compensation consultant to benchmark against peers every other year.

Cash Compensation

Cash compensation for the Non-employee Directors was as follows:

Non-employee Directors may elect to have all or a portion of their Board annual retainer paid in the form of immediately vested nonqualified stock options, restricted stock that vests after one year of continued service, or a combination thereof as determined by the Board. In 2019, one Non-employee Director elected to receive restricted stock in lieu of a cash annual retainer, and no Non-employee Director elected to receive stock options.

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Equity Compensation

As shown below, Non-employee Directors also receive equity on a regular basis to ensure that their interests are aligned with those of our shareholders.

Non-employee Directors are required to hold shares worth at least four times the amount of the annual cash retainer.

For additional information, please see “Stock Ownership Guidelines; Hedging and Pledging Restrictions” on page 44.

Vesting

Grants of stock options or, if elected, restricted stock, made to Non-employee Directors upon joining the Board become vested one year from the grant date, generally subject to continued service. Grants of restricted stock or, if elected, stock options, made to Non-employee Directors at the time of an annual meeting become vested at the next annual meeting, generally subject to continued service. Upon death or disability or a change in control of the Company, Non-employee Directors will become 100% vested in all outstanding options and stock awards.

Retirement Plans

The Company maintains a retirement plan for Non-employee Directors who have attained age 55 and completed at least five years of service on the Board, but that plan was closed to new participants effective 2002 and Dr. Rimer is the only Non-employee Director who participates in the retirement plan. The dollar value and length of payment of the annual retirement benefits were frozen effective May 3, 2010. For qualifying participants, payments under the plan begin upon termination of service as a Non-employee Director and continue for the shorter of the number of years the participant served as Non-employee Director prior to May 3, 2010, or the life of the participant (or, if applicable, his or her surviving spouse). On an annual basis, such payments are equal to the annual compensation paid to a participant during his or her service as a Non-employee Director during the 12-month period immediately preceding May 3, 2010, excluding committee fees, and subject to a cap of $30,000 for the annual retainer fee and $2,000 per meeting. The Non-employee Directors do not participate in any nonqualified deferred compensation plans.

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Corporate Governance Matters

2019 Director Compensation

The following table identifies each item of compensation paid to Non-employee Directors for 2019.

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02	Proposal 2 Executive Compensation (“Say-on-Pay”)
	We are committed to achieving a high level of total return for our shareholders. From the end of August 1990, when Daniel P. Amos was appointed the CEO, through December 31, 2019, the Company’s total return to shareholders, including reinvested cash dividends, has exceeded 8,913%, compared with 2,111% for the Dow Jones Industrial Average, 1,748% for the S&P 500 Index, and 1,000% for the S&P 500 Life & Health Insurance Index over the same period.
		The Board of Directors recommends a vote FOR our executive compensation.

We believe our compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of our shareholders. Beginning in 2008, we voluntarily provided our shareholders an annual advisory vote (commonly known as “Say-on-Pay”), which is now required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. In accordance with Section 14A of the Securities Exchange Act of 1934, this vote gives you as a shareholder the opportunity to endorse or not endorse the compensation of our named executive officers through the following resolution:

“Resolved, on an advisory basis, the shareholders of Aflac Incorporated approve the compensation of the named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis and accompanying tables and narrative in the Notice of 2020 Annual Meeting of Shareholders and Proxy Statement.”

Because your vote is advisory, it will not be binding upon the Board. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) provides a detailed description of our executive compensation philosophy and programs, the decisions made by the Compensation Committee related to those programs, and the factors considered when making those decisions.

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This CD&A focuses on our named executive officers (“NEOs”) for 2019, who were:

		DANIEL P. AMOS Chairman, Chief Executive Officer and President*
		FREDERICK J. CRAWFORD Executive Vice President, Chief Financial Officer*
		ERIC M. KIRSCH Executive Vice President, Global Chief Investment Officer; President, Aflac Global Investments
		CHARLES D. LAKE II President, Aflac International; Chairman and Representative Director, Aflac Life Insurance Japan
		MASATOSHI KOIDE President and Representative Director, Aflac Life Insurance Japan

Executive Summary

Pay-For-Performance Compensation Philosophy

Our compensation programs are designed to ensure that a substantial amount of executive pay is directly linked to the Company’s results. We believe this is the most effective method for creating shareholder value and that it has played a significant role in making the Company an industry leader. Importantly, performance-based elements of our compensation programs apply to all levels of Company management—not just the executive officers. In fact, pay-for-performance components permeate compensation at every employee level. As a result, we are able to attract, retain, motivate, and reward talented individuals who have the necessary skills to manage our growing global business on a day-to-day basis and to position the Company for success in the future.

The Board’s independent compensation consultant, Mercer LLC, works with the Compensation Committee to review executive compensation practices, including the competitiveness of pay levels, design issues, market trends, and other technical considerations.

Our executive compensation program is designed to drive shareholder value via three critical features:

A pay-for-performance philosophy and compensation program structure that directly motivates our executives to achieve our annual and long-term strategic and operational goals

Compensation elements that help us attract and retain high-caliber talent to lead the Company

“Best practice” compensation governance policies, such as stock ownership guidelines, clawback provisions, and no change-incontrol excise tax gross-ups

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2019 Business Overview

On December 3, 2018, the Company gave guidance for 2019 consolidated adjusted earnings per diluted share of $4.10 to $4.30 using an exchange rate of 110 ¥/$, which on a currency-neutral basis and normalized for certain tax items identified in 2018 equated to approximately a 3% increase. With the release of first quarter 2019 earnings, the Company affirmed the outlook at the 2018 weighted-average exchange rate of 110.39 ¥/$. After consistent strong performance in the first three quarters of 2019, the Company upwardly revised the range to $4.35 to $4.45. Ultimately, the Company reported adjusted earnings per diluted share of $4.44, or $4.42 excluding the effect of foreign currency, after continued strong performance driven by strong pretax profit margins supported by favorable benefit ratios and net investment income in Japan and the U.S., and disciplined capital management.

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In 2019 the Company advanced the vision of offering high-quality supplemental products, solutions, and service through diverse distribution outlets, building upon our market-leading position to drive long-term shareholder value.

Management and the Board are committed to ensuring comprehensive risk management and to safeguarding the Company’s financial strength. In 2019, core capital strength measures remained very strong. The Company’s strong capital and cash flow positions continue to support our financial strength ratings, which are among the highest in the industry, and our 37-year track record of increased Common Stock dividends.

Summary of Our Executive Compensation Program

As a leader in our industry segment, we recognize that a sound executive management compensation program is one of the things that make us an employer of choice. Our executive compensation program directly links compensation incentives with our business goals and shareholder interests.

We consider annual and long-term incentive compensation to be the most important compensation awarded; these pay elements represent the largest part of total rewards for executives and provide the strongest link to Company results and shareholder value creation. Moreover, incentive compensation enables us to attract, retain, motivate, and reward talented individuals who have the necessary skills to manage our growing global enterprise now and for the future. Due to our focus on incentive compensation, base salary is the smallest component of compensation for the NEOs.

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CEO pay mix and Element		Terms	Performance Measure(s)	Objective
	Base salary	The fixed amount of annual cash compensation for performing day-to-day responsibilities. Generally reviewed biennially for potential increase based on a number of factors, including market levels, performance, and internal equity.	Levels set based on market data, job scope, responsibilities, experience, and individual performance.	Attract and retain talent
	Management Incentive Plan (“MIP”)	Annual variable cash compensation based on the achievement of predetermined annual performance goals.	Performance metrics align with our business strategy, geographic segment goals, and key value drivers: ●Corporate goal: adjusted earnings per diluted share, excluding the impact of foreign currency ●U.S. goals: increase in new annualized premium, increase in earned premium ●Japan goals: new annualized premium (third sector and first sector protection sales), increase in earned premium (third sector and first sector protection sales), increase in pretax adjusted earnings ●Global Investments goals: net investment income; credit losses/impairments Performance goals are rigorous and set to align the Company’s business plan with the expectation of achieving target performance.	●Motivate executives and reward annual operational and strategic performance ●Drive enterprise growth ●Focus on key near-term drivers of long-term value for our business ●Retain key talent ●Exercise sound risk-management practices
	Long-term incentives (“LTI”)	Long-term variable equity awards granted annually in performance-based restricted stock (“PBRS”) (100% of LTI for the CEO and other NEOs) under the Company’s Long Term Incentive Plan. PBRS vests based on three-year financial performance.	AROE, Risk-Based Capital (“RBC”), and Solvency Margin Ratio (“SMR”) are metrics that affect our long-term business strategy and operating environment. Payout is also contingent on a relative TSR modifier.	●Motivate executives and reward long-term operational and strategic performance ●Focus on key long-term value drivers for our business ●Align executives’ interests with shareholders’ interests ●Retain key talent ●Exercise sound risk-management practices

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Outcome of 2019 Say-on-Pay Vote

The Company has a history and a well-earned reputation with its shareholders as a transparent organization. That commitment to transparency on all levels was a driving force behind our decision in 2008 to allow shareholders a “say-on-pay” advisory vote, years before such votes became mandatory for most public companies. In 2019, 96% of our shareholders voted in favor of our executive compensation program.

Consistent with our approach in prior years, the Company engaged in shareholder outreach efforts throughout 2019. The feedback from these conversations, together with a thorough analysis of best practices and guidance from our compensation consultant, was incorporated into the Compensation Committee’s regular review of our compensation programs.

Compensation program changes, if any, are made with a focus on ensuring that pay is aligned with Company performance and corporate strategy. We continually analyze our compensation program to ensure that we remain current in our approaches, a leader in executive compensation best practices, and cognizant of shareholder concerns. Moreover, we pride ourselves on incorporating ethics and transparency into everything we do, including compensation disclosure. Accordingly, we will continue our review and dialogue with investors to determine if additional changes are warranted.

Compensation Design and Philosophy

Strong Compensation Governance Policies and Leader in Best Practices

The Company has long been a leader in corporate governance best practices. Our executive compensation programs reflect the strong, long-standing governance policies outlined below.

What We Do				What We Don’t Do
✓First public company in the U.S. to provide shareholders with a say-on-pay vote (voluntary action starting in 2008, three years before such votes were required) ✓Prioritize active engagement with our shareholders regarding our compensation program ✓History of responding to our shareholders’ feedback ✓Adherence to a rigorous pay-for-performance philosophy in establishing program design and targeted pay levels for NEOs ✓Independent Compensation Committee oversees the program ✓Independent compensation consultant is hired by and reports to the Compensation Committee ✓Annual report by the independent compensation consultant to the full Board on CEO pay and performance alignment ✓Long-standing stock ownership guidelines for executive officers and Directors ✓Long-standing clawback policy ✓Double trigger requirements in all employment agreements with change-in-control provisions				✕No golden parachute payments for CEO following a change in control ✕Officers and Directors may not implement 10b5-1 plans unless approved by the Compensation Committee ✕All employees are prohibited from hedging or engaging in short sales of Company stock ✕Executive officers and Directors may not pledge Company stock ✕No repricing underwater stock options ✕No change-in-control excise tax gross-ups

Process of Setting Executive Compensation

Independent Compensation Consultant

The Compensation Committee has retained a nationally recognized compensation consultant, Mercer LLC (“Mercer”), to assist and advise the Compensation Committee in designing and refining the Company’s executive compensation program. Mercer typically assists in the following areas:

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Fees paid to Mercer for these services totaled $220,225 in 2019. Management retained certain Mercer affiliates to provide additional services not pertaining to executive compensation during 2019, and approved payments for those services totaling $36,255. In addition, as the Company grows the sales of its insurance products through brokers in the U.S., this has resulted in commission payments totaling $34,834,880 during 2019 to the broker subsidiaries of Mercer. These subsidiaries are separate from the subsidiary that provides compensation consulting to the Company. As reported by Mercer to the Compensation Committee, the total payments from the Company represented less than 0.21% of Mercer’s parent company’s annual revenue. The Compensation Committee assessed Mercer’s independence pursuant to SEC rules and concluded that no conflict of interest exists with respect to the work Mercer performs for the Committee.

Importance of the Peer Group

The Compensation Committee sets target compensation for the NEOs at market competitive levels with the assistance of its independent compensation consultant. Factors considered include target pay levels in the market for comparable roles, the primary duties and responsibilities of the role at the Company, and the individual’s relevant experience and performance.

As discussed in this CD&A, the Compensation Committee considers our peer group when setting compensation amounts and targets. Each year, the Compensation Committee, with the assistance of its independent compensation consultant, reviews the composition of the peer group to ensure it remains appropriate. Key factors the Compensation Committee considers during this annual review include operating characteristics, revenue size, asset size, profitability, market value, and total number of employees. Based on the annual review, the Compensation Committee selects a peer group of companies that are engaged in businesses similar to that of the Company, are of a similar size as the Company, and compete against the Company for talent. In terms of the size factors considered, the Company is positioned near the middle of this group.

The 2019 peer group reflects two changes from the peer group used in 2018. First, Aetna Inc. was removed because it was acquired by CVS Health, and its operating characteristics are unlike the Company’s other peers. Second, CIGNA Corporation was removed following its acquisition of Express Scripts and is much larger in revenue size than the peer group norm.

The data below shows how the Company’s revenues, total assets, and market value compare to the peer group medians:

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Performance-Based Compensation: How Performance Goals Are Set

The Board and the Compensation Committee believe it is important for the Company to manage the business to provide long-term value to our shareholders. Therefore, performance goals under the MIP and LTI program involve metrics that drive shareholder returns, and payouts depends entirely upon the level of achievement of those goals. The following sections provide detail on how we select metrics under the MIP and LTI program, determine performance target amounts and other important considerations in setting these targets.

We have used the same methodology for setting MIP goals for many years. MIP segment metrics for Aflac U.S., Aflac Japan, and Global Investments are consistent with assumptions used in developing segment financial projections (described below) based on the Company’s best estimates for the coming year. The segment projections are consolidated into the corporate financial projection used to develop earnings per share guidance.

The goal-setting process generally proceeds in two stages.

For 2019, the Compensation Committee established the following metrics under the MIP:

Considerations in setting the target goal amount for each of these MIP metrics are described in more detail below.

Importance of Measuring Management’s Performance Excluding the Impact of Currency

Since 1991, the Company has communicated external earnings guidance that excludes foreign currency effects. Similarly, MIP objectives are set on a currency-neutral basis.

Aflac Japan’s performance is important to our results, as the Japan segment reflects approximately 69% of total revenues for the year ending December 31, 2019. The Company’s reported U.S. generally accepted accounting principles (“GAAP”) revenue, earnings, assets, book value, and cash flow are affected by changes in the relative values of the yen and the dollar, which is outside management’s control. Recognizing that strengthening and weakening of the yen can affect the value of the Company’s shares, the Compensation Committee believes it is important to ensure that executives bear the same exposure to the yen/dollar exchange rate as our shareholders and that equity awards under the LTI program and stock ownership requirements serve to align management with shareholders. When setting the MIP objectives, the Compensation Committee strongly believes that management should not be unduly rewarded because of short-term movement in the yen/dollar exchange rate when the yen is strong or penalized in periods of yen weakening when those currency shifts influence key incentive compensation metrics.

MIP Target-Setting Considerations

In addition to currency neutrality, the Compensation Committee considers the prior year’s results, current business operating environment and the forecasts emerging from the Company’s strategic planning process when setting MIP objectives for each metric. For example, new product launches and distribution expansion can materially affect the Company’s sales results in Japan from one year to the next. In addition, low interest rates were expected to continue in 2019, especially in Japan. A low-rate environment would continue to pressure Aflac Japan’s net investment income, as private placement investments were called or matured, and lead the Company to continue actively managing down sales of first sector savings-type products, which have returns that are more interest-rate sensitive. The goals for these metrics are generally consistent with the Company’s public guidance as provided during the annual December Outlook Call.

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CORPORATE METRIC

In 2018, the Company generated $2.9 billion in net earnings and an increase in adjusted earnings per diluted share on a currency-neutral basis of 21.5% to $4.13, driven by strength in core margins, investment income and a lower effective tax rate resulting from the Tax Cuts and Jobs Act signed into law on December 22, 2017 (“U.S. Tax Reform”). These results were above the (split-adjusted) range of $3.90 to $4.06 a share, assuming the 2017 weighted-average exchange rate of 112.16 yen to the dollar, which was upwardly revised with the release of better than expected earnings for the first half of 2018. In addition, these results were especially meaningful given the low-interest-rate environment in Japan and increased expenses associated with the build-out of our technology platform in both segments. Within the context of Japan’s low-rate environment, we planned to continue shifting capital away from lower return, asset-leveraged first sector savings products to higher return third sector business. The impact of this strategy emerges over time in the form of improved Japan regulatory earnings and cash flow but pressured GAAP revenues and earnings over the course of the transition. We expect our third sector benefit ratio to continue benefiting from favorable claims trends. Likewise, in the U.S., our assumptions included a continuation of experiencing favorable benefit ratios and underlying claims trends. At the same time, we expected expense ratios to be elevated in both segments as a result of continued investment in IT platforms and digital growth initiatives. We assumed net investment income to be stabilized in Japan but still pressured by low rates, while also challenged by our planned capital draw down in the U.S. When taken all together, the Compensation Committee increased the 2019 adjusted earnings per diluted share, excluding the impact of foreign currency, target and range from 2018 levels, and “sloped” those goals as described above in order to properly challenge management to achieve maximum payout results.

U.S. AND JAPAN SEGMENT METRICS

In 2018, Aflac U.S. sales increased 3.16% to $1.6 billion, which amounted to the largest sales year in the history of Aflac U.S. The 2018 sales were driven by improvements in productivity and strong growth in broker distribution. In addition, net earned premium increased 2.61% and benefited from strong sales and record persistency, which was 78.7% at the end of 2018.

Looking into 2019, Aflac U.S. expected to maintain its dominance in the small case market (i.e., employers with less than 100 employees) through agency distribution and an expanding broker business, which was growing at a faster rate than agency distribution. In the U.S., metrics take into account long-term growth strategies that require near-term investment such as expansion of network dental and vision and direct to consumer digital sale of insurance products. On the back of such success in 2018, the Company expected Aflac U.S. to deliver stable sales growth in 2019 within a range of 3% to 5.5% driven by improved productivity of agents and brokers and stable persistency which led to 2% to 3% growth of net earned premium in 2019.

Also, 2018 marked Aflac Japan’s largest combined sales of third sector and first sector protection in a decade, with ¥93.9 billion in sales, which was largely driven by the very successful launch of new cancer insurance products, Days 1 and Days 1 Plus, through all distribution channels, including more than 20,000 Japan Post offices. Aflac Japan planned to continue focusing on third sector sales complemented to a lesser degree by the sales of first sector protection insurance products in 2019 primarily in exclusive agencies. However, the successful launch of new cancer insurance products in 2018 presented challenging comparable sales for 2019, and the 2019 sales strategy included the introduction of a new mid-term rider strategy for medical insurance policies. While this mid-term rider strategy preserves and builds upon the favorable economics of Aflac Japan’s inforce policies, the strategy naturally pressures sales as defined by incremental annual rider premium versus the additional premium that would accompany the sale of a whole policy. Therefore, the Company expected third sector and first sector protection sales to decline in the low-single-digit range. At the same time, certain medical policies sold on a limited pay basis in prior years would reach paid up status, and the related negative impact would be reflected in third sector earned premium. As a result, the Compensation Committee concluded that a lower range for sales and earned premium for third and first sector protection products that incorporated the success of the prior year and new rider strategy was justified for 2019. The Compensation Committee set a range of ¥86.4 billion to ¥94.4 billion for third sector and first sector protection sales and third sector and first sector protection earned premium to increase 0.75% to 1.6%.

GLOBAL INVESTMENTS METRICS

For 2019, Aflac Japan net investment income including hedge costs was expected to modestly decline, driven by higher yielding calls and maturities with lower projected reinvestment yields, reducing yen stable income. In addition, we expected overall spread compression on fixed rate yen and dollar asset classes including floaters. Partially offsetting these headwinds, the Company planned increased net investment income from the build-out of the U.S. dollar floating rate portfolio and growth in the alternatives portfolio, which increased variable net investment income.

The Company also expected net investment income for Aflac U.S. to decline, partially reflecting lower yields and spreads as well as a reduction of assets as part of the RBC drawdown strategy, which modestly shifted net investment income from our Aflac U.S. segment to Aflac Incorporated.

Strong outperformance in 2018 as well as the growing floating rate and alternatives portfolios resulted in widening and sloping of the net investment income MIP metrics. In order to properly balance income and risk, targets for 2019 were expressed as a range around budget based on a bottom-up review of asset allocation and cash flows and were sloped accordingly to require above budget performance for maximum payout while not encouraging excessive risk-taking.

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Equity Granting Policies

Each year, typically in February, the Compensation Committee meets shortly after the Company’s fiscal year results are released to the public. At that time, the Compensation Committee reviews recommendations developed by the CEO, President and COO, and CFO (with input from Mercer) for LTI awards of PBRS, stock options, and time-based restricted stock. Option grants are awarded on the date of the meeting, and have a per share exercise price set at the closing price on the date of grant. The Company has never engaged in “backdating” of options. For PBRS, the specific Company performance objectives are aligned with long-term corporate strategy, and thus are intended to drive shareholder value and ensure financial soundness.

For 2019, the Compensation Committee established the following metrics for the 2019 PBRS grant:

Total Shareholder Return Relative to Peer Group (RTSR) acts as a modifier. The Company may periodically make additional equity grants during the course of the year, but as a matter of policy does not make equity grants in advance of material news releases.

2019 Executive Compensation

Elements of Our Executive Compensation Program

Base Salary

The base salaries of our executive officers are competitively positioned relative to comparable executives at our peers and in the broader insurance sector, generally targeting market median, but also reflect each individual’s scope of responsibilities and performance. The Compensation Committee uses comparative market data for salaries in reviewing and determining the CEO’s salary, and the CEO uses the market data to inform his recommendations to the Compensation Committee regarding the salaries of the other executive officers.

Mr. Amos has not received a salary increase in the last eight years. Mr. Crawford and Mr. Lake did not receive a salary increase in 2019. Mr. Kirsch and Mr. Koide received base salary increases of approximately 9.5% and 15%, respectively, to align their base salaries competitively relative to similar roles in the market and to help secure their continued service and leadership for the Company.

Management Incentive Plan

All NEOs are eligible to participate in the MIP, an annual non-equity incentive plan, which was originally submitted to and approved by shareholders in 2012. The current MIP, which became effective January 1, 2018, was approved by shareholders in 2017.

TARGET MIP

The Compensation Committee, with assistance from its independent compensation consultant, established target MIP levels for 2019 for the NEOs. These targets, shown below, were determined to be competitive generally relative to market median targets for executives with comparable positions within our peer group.

The MIP payouts for the NEOs cannot exceed two times their target.

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MIP PERFORMANCE METRICS

The performance measures are weighted differently for each NEO and for all other officer levels in the Company. We vary the weightings to reflect how each position can and should influence the outcome of particular metrics.

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2019 MIP TARGETS AND ACTUAL PERFORMANCE

Corporate Metric

Adjusted earnings per share on a currency-neutral basis for the full year came in at $4.42 per share, at the upper end of our upwardly revised guidance range of $4.35 to $4.45 per share. Adjusted earnings reflect stronger than expected net investment income, especially in Japan, and lower expenses.

U.S. Segment Metrics

Aflac U.S. sales and U.S. earned premium decreased 1.3% and 1.8%, respectively, in 2019, which resulted in zero MIP payout for these metrics. Sales below the target range and higher than anticipated lapse rates have led to earned premium growth below the bottom of the range. Results partially reflect a decline in recruiting and retention of commission-only agents in a strong economic environment.

Japan Segment Metrics

Aflac Japan’s sales decreased in 2019 primarily due to the impact of lower Japan Post sales following the very successful cancer insurance launch in the 2^ndquarter of 2018. Results reflect a sharp decline in the sale of cancer products after Japan Post Group announced an internal investigation into the sale of insurance products through Japan Post Co., Ltd. and Japan Post Insurance Co., Ltd. While the investigation and eventual suspension of sale of Japan Post Insurance products did not involve the sale of Aflac Japan cancer policies, the events had a negative impact on cancer sales in the postal network. While non-Japan Post channels have performed as planned for the year, our other distribution channels did not fully offset the decline in Japan Post group sales. However, Japan third sector and first sector protection earned premium remained on track and increased 1.3%, in line with our expectations.

Global Investments Metrics

In 2019, interest rates fell in both Japan and the U.S., including the London Interbank Offered Rate (LIBOR), U.S. Treasury rates, and Japanese Government Bond rates. The higher allocation and accelerated investment in dollar-denominated floating rate and alternative assets for both Aflac Japan and Aflac U.S. helped drive net investment income for the year. Pretax variable investment income for the full year was $32 million, of which $21 million was above the target for 2019. Hedge costs for Aflac Japan’s U.S. dollar portfolio for the full year were $257 million, 8.9% higher than the prior year but favorable to target for 2019. Overall credit conditions and asset quality remained strong for the year and allowed us to do some targeted de-risking across the portfolio. This included reducing our exposure to public equity markets.

Please refer to the 2019 Business Overview section beginning on page 29 for additional information.

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Actual performance relative to 2019 MIP targets was determined after the end of the year and presented to the Compensation Committee for discussion and approval at its February 2020 meeting. The following table shows the corporate and business segment metrics, objectives, and results for the 2019 MIP awards.

		Minimum Goal		Target Goal		Maximum Goal		2019 Payout Percentages vs Target
Corporate Metric: Adjusted earnings per diluted share on a consolidated basis for the Company (excluding foreign currency effect)(1)(2)								200%
U.S. Segment Metrics: Increase in New Annualized Premium								0%
Increase in Earned Premium								0%
Japan Segment Metrics: Increase in New Annualized Premium in billions of Yen (third sector and first sector protection sales)								0%
Increase in Earned Premium (third sector and first sector protection sales)								136.07%
Increase in Pretax Adjusted Earnings(2)								181.92%
Global Investments Metrics: Net Investment Income (U.S. and Japan GAAP segments only)(3)								191.57%
Credit Losses/Impairments (in millions)(4)								200%

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2019 MIP PAYOUTS

The table below reflects target and earned percentages of salary for each NEO for the MIP based on 2019 performance results.

The Compensation Committee has the discretion in certain limited circumstances to adjust the MIP results related to particular performance measures if the Committee determines that a class of MIP participants would be unduly penalized or rewarded because a payout is incompatible with the performance measure. There were no adjustments to the NEOs’ MIP payouts for 2019, and these awards were paid in February 2020.

For additional information about the MIP, please refer to the 2019 Grants of Plan-Based Awards table below, which shows the threshold, target, and maximum award amounts payable under the MIP for 2019, and the 2019 Summary Compensation Table, which shows the actual amount of non-equity incentive plan compensation paid to the NEOs for 2019.

Long-Term Incentives

OVERVIEW OF LTI PROGRAM

The Compensation Committee administers the Long-Term Incentive Plan. In February 2019, the Compensation Committee authorized grants of LTI awards to executive officers, including NEOs, in the form of PBRS. All eligible non-executive officers received time-based restricted stock units.

In determining the number of shares of PBRS to be granted to NEOs, the Compensation Committee is advised by its independent compensation consultant. The Compensation Committee’s decision is informed by market data regarding comparable executive positions within the Company’s peer group and the broader insurance sector, and each NEO’s tenure and performance. Based on these considerations, the Committee determines award levels that it believes are competitive within the Company’s peer group and the broader insurance sector, generally targeting the market median, and will be effective at aligning the NEO’s compensation with performance and the interests of our shareholders. Future payouts (if any) on the February 2019 PBRS awards will be based on the Company’s performance from 2019 through 2021 and will vary between 0% and 200% of the target number of shares of PBRS granted, which is consistent with typical market practices.

LTI awards will vest three years from the issuance date, subject to satisfaction of performance conditions and final Compensation Committee authorization.

TARGET LTI AWARDS

The pay program for the CEO follows a market-based approach. The Company granted the CEO his target annual LTI award in February 2019 at a market-competitive level, based primarily on peer market data. Specifically, the CEO’s target LTI was set at an amount that approximates the 50th percentile LTI of his fellow CEOs at the Company’s peers for 2019. This resulted in the CEO’s target LTI being 557% of his base salary.

2019 annual LTI award targets as a percent of base salary for the other NEOs were as shown below:

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LTI PERFORMANCE METRICS

The PBRS will vest based on the Company’s achievement on three measures—AROE, RBC, and SMR—for the cumulative three-year performance period beginning January 1, 2019 and ending December 31, 2021. As described below, each metric has been assigned a weight that determines its effect on the LTI payout. Once a payout is calculated based on the weighted average achievement on these three metrics, that amount will be modified (up to +/-20%) based on our total shareholder return relative to the members of our peer group. We refer to this fourth metric as relative total shareholder return, or RTSR.

As noted in the descriptions below, in designing the LTI program, the Compensation Committee recognizes the importance of maximizing profitability and return on equity to shareholders, but also believes it is appropriate to pursue those objectives within the context of a solid risk framework.

2019 LTI PERFORMANCE TARGETS

The following illustrates the terms of the 2019 PBRS grant.

2019

2020

2021

Payout 2022

The goals for these metrics are generally consistent with the Company’s public guidance as provided during the annual December Outlook Call.

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2017-2019 Performance Period

In February 2020, the NEOs except for Mr. Koide received payouts with respect to the performance shares that were granted in February 2017 for the three year-performance period ended December 31, 2019. Mr. Koide did not receive any performance shares in 2017. These awards were paid at 200% times the target number of shares initially awarded based on the three-year average results for each of the currency neutral AROE, SMR, and RBC metrics. Earned amounts were modified based on the Company’s TSR performance relative to our peers.

The final shares awarded, excluding dividends, to the NEOs in February 2020 for the 2017 to 2019 performance period were:

NEO		Target Number of Shares Awarded	Actual number of Shares Awarded
Daniel P. Amos
Frederick J. Crawford
Eric M. Kirsch
Charles D. Lake II
Masatoshi Koide		N/A	N/A

SPECIAL AWARDS

From time to time, we may make special awards in the form of restricted stock units (“RSUs”) to recognize major milestones, to secure leadership stability, or to achieve other strategic objectives. On November 12, 2019, the Compensation Committee awarded an RSU grant to Mr. Crawford to recognize his impending promotion to President, Chief Operating Officer, which became effective January 1, 2020. The grant will vest on the third anniversary of the grant date generally subject to continued service through the vesting date. On February 14, 2019, the Compensation Committee awarded RSU grants to Messrs. Lake and Koide for their roles in origination, extensive negotiations, relationship management and overall leadership in securing the Japan Post Holdings alliance. Messrs. Lake’s and Koide’s grants will vest on the third anniversary of the grant date generally subject to continued service through the vesting date; an additional vesting condition requiring regulatory approval for the Japan Post Holdings alliance was achieved. For more information regarding the special awards see the 2019 Grants of Plan-Based Awards table on page 48.

Other Compensation

The retirement, deferral, and savings plans described below were established in order to provide competitive post-termination benefits for officers and employees, including the NEOs, in recognition of their service and contributions to the Company.

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Defined Benefit Pension Plans

As described further in “Pension Benefits” below, the Company maintains tax-qualified, noncontributory defined benefit pension plans covering substantially all U.S. employees, including the NEOs, who satisfy the eligibility requirements. Mr. Lake, a former U.S. employee who became a Japan employee on August 1, 2013, has benefits accrued in the U.S. tax-qualified plan from his 14 years as a U.S. employee. The Company also maintains nonqualified supplemental retirement plans covering some of the NEOs. No change has been made to the pension plans and the benefit level remains the same as last year. Messrs. Lake and Koide currently participate in a Japan nonqualified supplemental retirement plan, which is described on page 51.

Executive Deferred Compensation Plan

The NEOs (other than Messrs. Lake and Koide), together with other U.S.-based eligible executives, are entitled to participate in the Executive Deferred Compensation Plan (“EDCP”). Messrs. Amos and Crawford are the only NEOs currently participating in this plan. Mr. Lake has funds in the plan from his 14 years as a U.S. employee, but he no longer actively participates in the plan. The EDCP is discussed in more detail below under “Nonqualified Deferred Compensation.”

401(k) Savings and Profit Sharing Plan

The Company maintains a tax-qualified 401(k) Savings and Profit Sharing Plan (the “401(k) Plan”) in which all U.S.-based employees, including the U.S.-based NEOs, are eligible to participate on the same terms. The Company provides matching contributions to 100% of each employee’s contributions up to 4% of the employee’s annual cash compensation. Employee contributions made to the 401(k) Plan are 100% vested.

The Company provides a nonelective contribution to the 401(k) Plan of 2% of annual cash compensation for employees who elected to opt out of the future benefits of the U.S. defined benefit plan and for U.S. employees who started working for the Company after September 30, 2013, the date on which the U.S. defined benefit plan was frozen with respect to new participants. Mr. Crawford is the only NEO who is eligible to receive a nonelective contribution.

Employees vest in Company contributions at the rate of 20% for each complete year of service. After five years of service, employees are fully vested in all Company contributions.

Other Benefits

The Company provides NEOs with other benefits that we believe are reasonable, competitive, and consistent with our overall executive compensation program. For details, see the “All Other Compensation” column in the 2019 Summary Compensation Table on page 46. Included in Mr. Lake’s employment agreement are certain perquisites including tax equalization between the U.S. and Japan on unvested earnings distributed after August 1, 2013, upon becoming an Aflac Japan employee, payment of premiums for a life insurance policy for $10 million (including tax gross-up) and tax consultant fees. The Company also pays for Messrs. Lake’s and Koide’s use of a leased car, driver compensation and related expenses, which are customary perquisites for senior executives at Aflac Japan.

The Company maintains medical and dental insurance, group life insurance, accidental death insurance, cancer insurance, and disability insurance programs for all employees, as well as paid time off, leave of absence, and other similar policies. The U.S.-based NEOs and other officers are eligible to participate in these programs along with, and on the same basis as, the Company’s other salaried employees. In addition, the NEOs are eligible to receive reimbursement for medical examination expenses.

For security and time-management reasons, certain officers of the Company occasionally travel on corporate aircraft for business and personal purposes. Personal travel on corporate aircraft and security services are provided where considered by the Board to be in the best interest of the Company and its business objectives.

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Additional Executive Compensation Plan Practice and Procedures

Stock Ownership Guidelines; Hedging and Pledging Restrictions

The Company believes its executive officers and Directors should have a significant equity interest in the Company and has enforced stock ownership guidelines for executive officers and non-employee Directors for almost two decades. The stock ownership guidelines, as amended on February 14, 2019, are as follows:

Officers have four years from their hire or promotion date to satisfy their respective stock ownership requirements. Non-employee Directors have five years from the date first elected to the Board to satisfy these requirements. Upon any increase in these stock ownership guidelines or an increase in base salary or annual retainer, impacted individuals will have an additional two years from the effective date of the change to comply with the increased requirements.

Ownership includes all shares held by the officer or Director and the individual’s spouse, as well as time-based, unvested restricted shares. PBRS and stock options (vested or unvested) do not count toward these stock ownership guidelines.

Each current NEO and Director has stock ownership that exceeds the ownership guidelines or is working toward meeting the requisite guideline within the allowed time frame. Progress toward meeting the guidelines is reviewed regularly and reported to the Board.

The Company’s insider trading policy prohibits our Directors, officers and other covered individuals from purchasing financial instruments (including derivatives and exchange funds), or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our Common Stock (collectively, “hedges”), or entering into a 10b5-1 plan unless that plan is approved by the Compensation Committee. In addition, executive officers and Directors are prohibited from pledging the Company’s stock. All other covered individuals under the Company’s insider trading policy must obtain preapproval from the policy’s compliance officer before pledging Company stock as collateral for a margin account or other loan. The Company’s anti-hedging policy prohibits all other employees from engaging in hedges after February 13, 2020.

Employment Agreements

The Company has employment agreements with the NEOs and certain other executives in key roles. The agreements generally address role and responsibility; rights to compensation and benefits during active employment; termination in the event of death, disability, or retirement; termination for cause or without cause; and resignation by the employee. Some agreements also contain termination and related pay provisions in the event of a change in control. These change-in-control provisions do not apply unless there is both a change in control and either a termination by the Company without cause or a resignation by the executive for good reason. This is commonly referred to as a “double trigger” requirement. No agreement provides for excise tax gross-ups. Further, each agreement stipulates that the subject executive may not compete with the Company for a prescribed period following termination of employment, or disclose confidential information. Mr. Amos has voluntarily waived all “golden parachute” and other severance components in his employment agreement. The payments that may be made under each NEO’s employment agreement upon termination of employment under specified circumstances are described in more detail below under “Potential Payments Upon Termination or Change in Control.”

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Change-in-Control Policy and Severance Agreements

The Company has no formal change-in-control or severance policy. However, as noted above, individual employment agreements incorporate provisions related to these matters.

Compensation Recovery (“Clawback”) Policy

The Company has a “clawback” policy that allows the Compensation Committee to review any adjustment or restatement of performance measures and determine whether that adjustment or restatement warrants modifying or recovering non-equity incentive awards. If it is deemed that such a modification or recovery is appropriate, the Compensation Committee is charged with determining the amount of recovery and the officer group to be affected.

Certain Tax Implications of Executive Compensation

Section 162(m) of the Internal Revenue Code generally limits to $1 million annually the federal income tax deduction that a publicly held corporation may claim for compensation payable to certain of its current and former executive officers, but that deduction limitation historically did not apply to performance-based compensation that met certain requirements. As part of the U.S. Tax Reform, Section 162(m) was amended, effective for taxable years beginning after December 31, 2017, to expand the range of executive officers subject to the deduction limitation and also to eliminate the exception for performance-based compensation—though the exception generally continues to be available on a “grandfathered” basis for compensation payable under a written binding contract in effect on and not materially modified after November 2, 2017.

In determining compensation for our executive officers, the Compensation Committee considers the extent to which the compensation is deductible, including the effect of Section 162(m). In prior years, the Compensation Committee generally sought to structure our executive incentive compensation awards to qualify as performance-based compensation exempt from the Section 162(m) deduction limitation where doing so was consistent with the Company’s compensation objectives, but it reserved the right to award nondeductible compensation, and on occasion did so. While the Compensation Committee continues to consider the effect of the Section 162(m) deduction limit when designing the Company’s compensation programs, the Compensation Committee’s primary focus in its compensation decisions will remain on most productively furthering the Company’s business objectives and not on whether the compensation is deductible. The Compensation Committee did not make significant changes to the Company’s executive compensation program for 2019 in response to the tax code changes.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the preceding CD&A with management and, based on that review and discussion, has recommended to the Board to include the CD&A in this Proxy Statement.

Compensation Committee
Robert B. Johnson, Chairman
Georgette D. Kiser
Joseph L. Moskowitz
Katherine T. Rohrer

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EXECUTIVE COMPENSATION TABLES

2019 Summary Compensation Table

The following table provides information concerning total compensation earned or paid for 2019 and, to the extent required by the SEC disclosure rules, 2018 and 2017 to our CEO, CFO, and the three other most highly compensated executive officers who were serving as executive officers during 2019. These five officers are referred to as our NEOs in this Proxy Statement.