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STEP 5
DETERMINE CEO’S FINAL
PBRS GRANT AND ADJUST
CONTINGENT PBRS TO REFLECT
ACTUAL RELATIVE PERFORMANCE
RANKING
The resulting implied compensation level determined
in Step 4 was used to determine the CEO’s PBRS
grant for 2016. The contingent grant to the CEO in
February 2016 was trued-up as of December 31, 2016.
Together with base salary and MIP, the final PBRS grant
aligns the CEO’s total direct compensation with the
Company’s relative performance versus the peer group.
STEP 6
DETERMINE PRESIDENT’S FINAL
PBRS GRANT
Once the CEO’s compensation package is determined,
the President’s compensation package is fixed at 55%
of that amount. The resulting implied compensation
level was used in determining the President’s PBRS
grant for 2016.
ENDING GRANT RESULT
For 2016, the above-described process resulted
in the CEO receiving a true-up of 131,246 shares
of PBRS, and the President receiving a true-up of
70,010 shares of PBRS. See “2016 Grants of Plan-
based Awards” table for additional information.
Contingent Vesting of PBRS Grants
In addition to having to earn the PBRS grant amount based upon the Company’s relative financial and TSR
performance, the 2016 grant of PBRS is not guaranteed; vesting is contingent upon the Company achieving the
three-year RBC performance thresholds discussed under “Elements of Our Executive Compensation Program–
Long-term Equity Incentives” on page 38. Thus, unlike many companies where an LTI award need only be earned
once, the CEO’s and President’s LTI awards must be earned twice:
●●
Total grant for the year is based upon relative financial performance (56% weighting) and relative TSR
performance (44% weighting) for the current year, and
●●
The grant operates like the PBRS program for other NEOs (based on future performance against a pre-
established, Compensation Committee-approved metric and performance level).
As a result, we believe our approach to these two senior executives’ LTI grants, and the overall compensation
packages awarded these individuals, reflects the Company’s continuing strong commitment to pay for
performance.
Compensation Discussion & Analysis
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CEO and President Compensation and Pay-for-Performance
AFLAC INCORPORATED
2017 PROXY STATEMENT
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