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2016 Director Compensation
The following table identifies each item of compensation paid to Non-employee Directors for 2016.
* Takuro Yoshida’s term on the Board of Directors ended May 2, 2016.
(1) Daniel P. Amos, Paul S. Amos II, and Kriss Cloninger III are not included in the table; they are employees and thus do not receive compensation for their
service as Directors. The compensation received by these individuals as employees is shown in the Summary Compensation Table.
(2) Thomas J. Kenny elected to receive his annual retainer in restricted stock. The value of these shares on the grant date was $115,032.
(3) This column represents the dollar amount recognized in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic
718 (“ASC 718”) for financial statement purposes with respect to the 2016 fiscal year for the fair value of restricted stock granted in 2016. The fair values
of the awards granted in 2016 were calculated using the closing per-share stock price on the date of grant of $69.13. As of December 31, 2016, each Non-
employee Director held the following number of restricted stock awards: W. Paul Bowers, 6,740; Toshihiko Fukuzawa, 1,946; Elizabeth J. Hudson, 4,125;
Robert B. Johnson, 4,125; Thomas J. Kenny, 4,405; Joseph L. Moskowitz, 2,527; and Melvin T. Stith, 6,078. The following shares issued in 2016 to the
retirement eligible Non-employee directors, as defined in the equity agreements, were accelerated to vest within the year and are not included in the number
of restricted shares held: Elizabeth J. Hudson, 1,953; Robert B. Johnson, 1,953; Charles B. Knapp, 1,953, and Barbara K. Rimer, 1,953.
(4) In accordance with the SEC’s reporting requirements, this column represents the dollar amount recognized in accordance with ASC 718 for financial
statement purposes with respect to the 2016 stock option grants. The Company’s valuation assumptions are described in Note 12 “Share-Based
Compensation” in the Notes to the Consolidated Financial Statements in the Company’s Annual Form 10-K filed with the SEC for the year ended December
31, 2016. Stock options granted to Non-employee Directors vest in one year. As of December 31, 2016, each non-employee Director held stock options
covering the following number of shares of Common Stock: Elizabeth J. Hudson, 25,026; Douglas W. Johnson, 62,661; Robert B. Johnson, 7,000; Thomas
J. Kenny, 14,735; Charles B. Knapp, 48,749; Joseph L. Moskowitz, 9,713; Barbara K. Rimer, 38,249; and Takuro Yoshida, 31,988.
(5) Represents change in pension value. W. Paul Bowers, Toshihiko Fukuzawa, Douglas W. Johnson, Robert B. Johnson, Thomas J. Kenny, Joseph L.
Moskowitz, Melvin T. Stith and Takuro Yoshida do not participate in the Director retirement plan since they first became Directors after the plan was closed
to new participants in 2002.
Name(1)
Fees Earned or Paid
in Cash
(2)
($)
Stock
Awards
(3)
($)
Option
Awards
(4)
($)
Chang in Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
(5)
($)
All Other
Compensation
($)
Total
($)
W. Paul Bowers
140,000
135,011
—
—
—
275,011
Toshihiko Fukuzawa
76,667
134,527
—
—
—
211,194
Elizabeth J. Hudson
130,000
135,011
— 4,724
—
269,735
Douglas W. Johnson
175,000
—
261,185
— 10,401
446,586
Robert B. Johnson
135,000
135,011
—
—
—
270,011
Thomas J. Kenny
115,032
135,011
—
—
—
250,043
Charles B. Knapp
145,000
135,011
— 2,993
13,473
296,477
Joseph L. Moskowitz
125,000
67,540
130,599
— 12,844
335,983
Barbara K. Rimer, DrPH
130,000
135,011
— 3,803
—
268,814
Melvin T. Stith
125,000
135,011
—
—
—
260,011
Director Compensation
AFLAC INCORPORATED
2017 PROXY STATEMENT
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