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.     )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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☐

Soliciting Material under §240.14a-12

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CNO Financial Group, Inc.

(Name of Registrant as Specified In Its Charter)

   

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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2023

Annual Meeting
of Shareholders
Proxy Statement

   

Notice of Annual Meeting of Shareholders

​	Proposal 1: To elect the nine directors nominated to the Board of Directors of the Company and named in the Proxy Statement, each for a one-year term ending in 2024.	​
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​	Proposal 2: To approve, by non-binding advisory vote, the executive compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.	​
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​	Proposal 3: To approve, by non-binding advisory vote, the frequency of future votes on executive compensation to be held annually.	​
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​	Proposal 4: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.	​
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​	Proposal 5: Shareholder proposal, if properly presented at the meeting, to reduce the existing ownership threshold to request a special shareholders meeting.	​
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​	To consider other matters, if any, as may properly come before the Annual Meeting and any adjournment or postponement thereof.	​

​	Meeting and Voting Information	​
​	Date and Time​ May 10, 2023 8:00 a.m. Eastern Daylight Time Record Date​ March 13, 2023	​
​	Admission​ The Annual Meeting is being held virtually only. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting via live webcast by visiting www.virtualshareholdermeeting.com/ CNO2023. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice or proxy card.	​
​	Voting​ You may cast your vote online, by telephone, by mail, or virtually at the meeting. For more details on how to vote, see the Q&A beginning on page 5.	​

Table of Contents

​	​	​	Page				​
Executive Summary	​	​	​	​	2	​	​
Company Initiatives	​	​	​	​	3	​	​
Company Results	​	​	​	​	3	​	​
Annual Meeting Information	​	​	​	​	5	​	​
Proposal 1—Election of Directors	​	​	​	​	8	​	​
Diversity of Nominees	​	​	​	​	9	​	​
Board of Directors’ Qualifications and Experience	​	​	​	​	10	​	​
Board Refreshment	​	​	​	​	12	​	​
Board Evaluation	​	​	​	​	13	​	​
Director Nominee Biographies	​	​	​	​	14	​	​
Board and Governance Matters	​	​	​	​	20	​	​
Board Committees	​	​	​	​	20	​	​
Director Compensation	​	​	​	​	24	​	​
Board Leadership Structure	​	​	​	​	27	​	​
Board Meetings and Attendance	​	​	​	​	28	​	​
Director Independence	​	​	​	​	28	​	​
Board’s Role in Risk Oversight	​	​	​	​	29	​	​
Relationship of Compensation Policies and Practices to Risk Management	​	​	​	​	31	​	​
Other Governance Matters	​	​	​	​	31	​	​
Approval of Related Party Transactions	​	​	​	​	31	​	​
Code of Conduct	​	​	​	​	32	​	​
Corporate Governance Guidelines	​	​	​	​	32	​	​
Communications with Directors	​	​	​	​	32	​	​
Compensation Committee Interlocks and Insider Participation	​	​	​	​	32	​	​
Copies of Corporate Documents	​	​	​	​	32	​	​
2022 Shareholder Outreach	​	​	​	​	33	​	​
Human Capital Management	​	​	​	​	34	​	​
Corporate Social Responsibility	​	​	​	​	36	​	​
Proposal 2—Non-Binding Advisory Vote on Executive Compensation	​	​	​	​	39	​	​
Executive Compensation	​	​	​	​	40	​	​
Compensation Discussion and Analysis	​	​	​	​	40	​	​
Compensation Committee Report	​	​	​	​	67	​	​

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Summary Compensation Table for 2022	​	​	​	​	68	​	​
Grants of Plan-Based Awards in 2022	​	​	​	​	69	​	​
Narrative Supplement to the Summary Compensation Table for 2022 and the Grants of Plan-Based Awards in 2022 Table	​	​	​	​	70	​	​
Outstanding Equity Awards at 2022 Fiscal Year-End	​	​	​	​	71	​	​
Option Exercises and Stock Vested in 2022	​	​	​	​	73	​	​
Nonqualified Deferred Compensation in 2022	​	​	​	​	73	​	​
Potential Payments Upon Termination or Change in Control	​	​	​	​	74	​	​
CEO Pay Ratio	​	​	​	​	76	​	​
2022 Pay Versus Performance	​	​	​	​	77	​	​
Proposal 3—Non-Binding Advisory Vote on Frequency of Future Votes on Executive Compensation	​	​	​	​	80	​	​
Proposal 4—Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2023	​	​	​	​	81	​	​
Fees Paid to PricewaterhouseCoopers LLP	​	​	​	​	82	​	​
Pre-Approval Policy and Independence	​	​	​	​	82	​	​
Report of the Audit and Enterprise Risk Committee	​	​	​	​	83	​	​
Proposal 5—Shareholder proposal, if properly presented at the meeting, to reduce the existing ownership threshold to request a special shareholders meeting	​	​	​	​	84	​	​
Stock Ownership Information	​	​	​	​	87	​	​
Other Information	​	​	​	​	89	​	​
Shareholder Proposals for 2024 Annual Meeting	​	​	​	​	89	​	​
Annual Report	​	​	​	​	89	​	​
Householding of Proxy Materials	​	​	​	​	90	​	​
Information Related to Certain Non-GAAP Financial Measures	​	​	​	​	91	​	​
Other Matters	​	​	​	​	96	​	​

This Proxy Statement contains forward-looking statements. These statements are subject to significant risks and uncertainties, including those described in our Annual Report on Form 10-K.

CNO Financial Group, Inc. 2023 Proxy Statement1

Executive Summary

Our Business

CNO Financial Group, Inc. (“CNO,” the “Company,” “we,” “us,” or “our”) is a Fortune 1000 company with $3.6 billion in total revenues for the year ended December 31, 2022. Our mission is to secure the future of middle-income America by providing insurance and financial services that help protect their health, income and retirement needs, while building enduring value for all our stakeholders. Our strategic plan focuses on delivering long-term value for our shareholders.

CNO has a unique set of highly valuable distribution assets that market our annuity, health and life insurance products. We view the financial results of our business based on our consolidated product line segments (annuity, health and life) and the investment and fee income segments. Our exclusive agent distribution force is among the largest in the industry and has deep and established customer relationships. We operate a leading* direct-to-consumer life insurance business with significant brand awareness and a highly leverageable platform. We also operate a growing workforce benefits solutions business.

CNO’s operating model is centered on the customers we serve: Consumer and Worksite. This transformative business structure was first introduced in January 2020 and implemented throughout 2021.

In 2022, we capitalized on our unique ability to marry a virtual connection with our in-person agents who complete the critical “last mile” of sales and service delivery. Throughout 2022, our focus remained squarely on delivering growth and executing on our strategic priorities while navigating uncertainty created by external forces (e.g., ongoing pandemic, shifting macroeconomic conditions and preparing for the adoption of required GAAP accounting changes).

2022 Business and Operational Highlights

In 2022, we delivered solid financial results, reinforcing the strength of our diverse and integrated distribution model and broad product portfolio. We continued to advance our business realignment and capitalize on the benefits of our strategic transformation. Regulatory responses to inflation led to volatile macroeconomic conditions that impacted our results.

Within the Consumer Division, we deepened the integration between our direct-to-consumer and exclusive field agency channels, which drove cross-channel efficiencies to better serve our customers. In 2022, customers were able to engage with us online, over the phone, virtually, or in person with a local agent, or a combination of interactions. Our ability to provide customers with this type of hybrid experience—an integrated blend of virtual and local service—is key to how we think about serving our market. It allows us to build deeper, more meaningful relationships with our clients and establish a level of trust that is difficult to duplicate without local agents. We also enhanced our Consumer Division product portfolio with a new Medicare Supplement product and increased Medicare Advantage carrier plans available through our online health insurance marketplace.

Within the Worksite Division, we launched Optavise in June 2022, which unified our Worksite business under a single brand. We now offer employers and employees the unique combination of expert guidance, voluntary benefits, year-round communications and advocacy services, and benefits administration technology. We continued to deploy initiatives to position us for growth in the hybrid work environment. Building out our capabilities gets us deeper into the employer/employee value chain and strengthens our position to capture future growth.

Our broad product portfolio and multi-channel business model enabled us to navigate the pandemic from a position of strength. In 2022, the pandemic began to move to an endemic state and macroeconomic conditions continued to evolve, highlighting the value proposition that our products bring to customers. We experienced increased demand for products within our direct-to-consumer distribution channel, annuity business, and insurance sales at the worksite. Concurrently, in-person distribution of our life products was impacted by new agent recruiting challenges in a tight labor market and shifting customer preferences away from mortality concerns and back to retirement needs. Our fee businesses continued to grow, complementing our underwriting and spread-based earnings.

Rising interest rates led to the higher new money rates within our investment portfolio. This led to growth in our yield on investment income allocated to products for the first time in several years.

*Based on Company research of carrier-owned direct-to-consumer programs and carrier-owned captive agencies.

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CNO Financial Group, Inc. 2023 Proxy Statement

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CNO Financial Group, Inc. 2023 Proxy Statement3

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12/17

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12/18

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12/19

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12/20

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12/21

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12/22

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CNO Financial Group, Inc.

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$

100.00

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$

61.48

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$

76.90

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$

96.89

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$

106.10

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$

104.41

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S&P 500 Life & Health Insurance

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100.00

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79.23

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97.60

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88.35

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120.76

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133.25

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S&P 400 Mid Cap

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100.00

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88.92

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112.21

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127.54

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159.12

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138.34

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CNO Financial Group, Inc. 2023 Proxy Statement

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Annual Meeting Information

Q: How are proxies solicited, and who pays the costs of soliciting them?

Proxies may be solicited by mail, telephone, internet or in person. We have engaged Okapi Partners LLC (“Okapi”) to assist in the solicitation of proxies from shareholders for a fee estimated at $12,500, plus expenses. Proxies may be solicited by members of the Board, officers and other Company representatives, including Okapi employees. All expenses relating to the preparation and distribution to shareholders of the Notice, the Proxy Materials and the form of proxy will be paid by CNO.

Q: Who is entitled to vote?

Only holders of record of shares of CNO’s common stock as of the close of business on March 13, 2023 will be entitled to vote at the Annual Meeting. On such record date, CNO had 114,816,434 shares of common stock outstanding and entitled to vote at the Annual Meeting and any adjournment or postponement thereof. Each share of common stock will be entitled to one vote with respect to each matter submitted to a vote at the Annual Meeting. Information on how to vote by internet, phone, mail or during the Annual Meeting is set forth below.

Q: What constitutes a quorum at the Annual Meeting?

The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum.

Q: How do I attend the Annual Meeting?

You will be able to attend, vote and submit your questions during the Annual Meeting via live webcast by visiting www.virtualshareholdermeeting.com/CNO2023. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice or on your proxy card if you receive the Proxy Materials by mail. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in page.

Q: How do I submit a question to be answered during the Annual Meeting?

This year’s shareholders’ question-and-answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. If you would like to submit a question in advance of the Annual Meeting, please email your question to ir@CNOinc.com. If you would like to submit a question during the Annual Meeting, once you have logged into the webcast, simply type your question in the “ask a question” box and click “submit.” Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints will be posted on the Company’s website after the Annual Meeting.

Q: What will I be voting on at the Annual Meeting?

You are being asked to:

1.

Elect the nine directors nominated to the Board;

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2.

Approve, by non-binding advisory vote, the executive compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement;

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3.

Approve, by non-binding advisory vote, whether a shareholder vote to approve the compensation of the Company’s Named Executive Officers should occur every one, two or three years;

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4.

Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023; and

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5.

Reject the shareholder proposal, if properly presented at the meeting, to reduce the existing ownership threshold to request a special shareholders meeting.

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CNO Financial Group, Inc. 2023 Proxy Statement5

 

The Board unanimously recommends that you vote FOR all director nominees, in favor of approving
Proposals 2 and 4, and in favor of ONE YEAR for Proposal 3. The Board unanimously recommends that you vote AGAINST Proposal 5.

While it’s possible that other matters could come up for a vote at the meeting, the Board is not presently aware of any such matters.

Q: How many votes are needed to approve each proposal?

Assuming that a quorum is present, a majority of the votes cast in person or by proxy by the holders of shares entitled to vote at the Annual Meeting is required to elect each director. Proposals 2 through 5 are approved with the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on the applicable subject matter. With respect to Proposal 3, while such advisory vote is non-binding on the Board, the Board will give careful consideration to such voting results and expects to be guided by the alternative that receives the greatest number of votes, even if that alternative does not receive a majority of the votes cast.

Q: How do abstentions, unmarked proxy cards and broker non-votes affect the voting results?​

Abstentions: Abstentions and shares represented by “broker non-votes,” as described below, are counted as present and entitled to vote for the purpose of determining a quorum. Abstentions from voting will have no impact on the election of directors (Proposal 1) and will have the same effect as voting against Proposals 2, 4 and 5. With respect to Proposal 3, abstentions will be considered as not expressing any preference.

Unmarked proxy cards: If you submit a proxy card without giving specific voting instructions, your shares will be voted in accordance with the Board recommendations set forth above.

Broker non-votes: A broker non-vote occurs if you hold your shares in street name and do not provide voting instructions to your broker, bank or other holder of record on a proposal and your broker, bank or other holder of record does not have discretionary authority to vote on such proposal. The New York Stock Exchange (“NYSE”) rules determine whether uninstructed brokers have discretionary voting power on a particular proposal. Broker non- votes will have no effect on the outcomes of Proposals 1, 2, 3 and 5 because the shares subject to the broker non-vote will not be entitled to vote on such matters. Your broker, bank or other holder of record will have discretion to vote your uninstructed shares on Proposal 4.

Q: Why did I receive this Proxy Statement or Notice of internet availability of Proxy Materials?

On or about March 29, 2023, we either (1) mailed you a Notice detailing how to vote online and how to access an electronic copy of the Proxy Materials; or (2) mailed you a complete set of the Proxy Materials. If you received the Notice but would like to receive printed copies of the Proxy Materials and proxy card, please follow the instructions for requesting such materials in the Notice. A completed proxy should be returned in the envelope provided to you for that purpose (if you have requested or received a paper copy of the Proxy Materials) for delivery no later than May 9, 2023, as further detailed below. If the form of proxy is properly executed and delivered in time for the Annual Meeting, the named proxy holders will vote the shares represented by the proxy in accordance with the instructions marked on the proxy.

Each shareholder may appoint a person (who need not be a shareholder) other than the persons named in the proxy to represent him or her at the Annual Meeting by properly completing a proxy. Persons appointed as proxies may vote at their discretion on other matters as may properly come before the meeting.

Whether or not you plan to attend the Annual Meeting, we encourage you to grant a proxy to vote your shares.

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CNO Financial Group, Inc. 2023 Proxy Statement

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Q: How do I vote?

You may vote:

Q: What if my voting shares are held in street name?

If you hold your shares in street name (that is, if you hold your shares through a broker, bank or other holder of record), you must follow the instructions printed on your voting instruction form. In most instances, you will be able to submit voting instructions to your bank, broker or other holder of record over the internet, by telephone, or by mail.

If you want to vote virtually at the Annual Meeting and hold your shares in street name, you must obtain a legal proxy from your bank, broker or other holder of record authorizing you to vote and follow the instructions printed on your voting instruction form.

Q: What is the deadline for submitting votes by internet, telephone or mail?

Proxies submitted over the internet or by telephone as described above must be received by 11:59 p.m. Eastern Daylight Time, on May 9, 2023.

Proxies submitted by mail should be returned in the envelope provided to you with your paper proxy card or voting instruction form and must be received no later than May 9, 2023.

Please note that you may receive multiple copies of the Notice or Proxy Materials (electronically and/or by mail). These materials may not be duplicates as you may receive separate copies of the Notice or Proxy Materials for each type of account in which you hold shares. Please be sure to vote all of your shares in each of your accounts in accordance with the directions that you receive. In the case of duplicate votes for shares in a particular account, only your last vote will count.

Q: Can I revoke my proxy or change my vote after I vote my proxy?

A shareholder may revoke a proxy at any time before it is exercised by mailing or delivering to the Corporate Secretary a written notice of revocation or a later-dated proxy, or by attending the virtual Annual Meeting and voting.

CNO Financial Group, Inc. 2023 Proxy Statement7

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CNO Financial Group, Inc. 2023 Proxy Statement

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CNO Financial Group, Inc. 2023 Proxy Statement9

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CNO Financial Group, Inc. 2023 Proxy Statement

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CNO Financial Group, Inc. 2023 Proxy Statement11

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CNO Financial Group, Inc. 2023 Proxy Statement

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Director Onboarding

As one element of director onboarding, each new director meets with each existing director. In addition, each new director participates in orientation sessions with each member of the executive leadership group and members of their teams. Through these sessions and the provision of Company materials, new directors gain a working knowledge of our business, strategic initiatives, performance and Company culture. In addition, new directors meet with committee chairs to learn about the issues and decisions within each committee’s purview. When appointed to a committee, a new director receives additional information and perspectives on committee responsibilities and activities. Targeted orientation sessions also are provided when a sitting director assumes a leadership role, such as becoming a committee chair. During the initial months of a new director’s tenure, CNO’s Board Chair serves as a liaison and mentor to new directors. During onboarding and throughout a director’s tenure, directors regularly meet with, and have direct access to, management.

Board Evaluation

Pursuant to its charter, the Governance Committee evaluates Board and committee performance and establishes the procedures by which such evaluations are conducted. The evaluation process includes:

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Annually, the full Board evaluates its effectiveness, and considers areas of strengths and potential improvement.

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An individual interview is conducted with each director to collect robust feedback regarding the functioning of the Board and its committees.

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The Governance Committee performs an annual evaluation of the Board Chair in the same manner.

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The evaluation reports of Board and Board Chair effectiveness are presented to and discussed by the Board. In addition, Board discussions of effectiveness, communications and logistics occur throughout the year, including with respect to Board agenda items and materials. This has been an important aspect of Board communications throughout the pandemic, when the Board and committees met virtually, returning to a hybrid model in 2022. Management and the Board have sought out new and evolving means to optimize the effectiveness of the hybrid forum.

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Additional information about the key responsibilities of the Governance Committee may be found on page 21.

CNO Financial Group, Inc. 2023 Proxy Statement13

 

Director Nominee Biographies

​		​	​	Gary C. Bhojwani Chief Executive Officer, CNO Financial Group, Inc. Age: 55 Director since: 2017 Member, Executive Committee and Investment Committee	​
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​	Career Mr. Bhojwani served as President of CNO from April 2016 to December 2017, prior to his appointment as Chief Executive Officer on January 1, 2018. His areas of responsibility included overseeing the Bankers Life, Colonial Penn and Washington National businesses as well as marketing, underwriting and new business. Prior to joining CNO, Mr. Bhojwani was a member of the Board of Management at Allianz SE and was Chairman of Allianz of America, Allianz Life Insurance Company and Fireman’s Fund Insurance Company from 2012 to 2015. He was Chief Executive Officer of Allianz Life Insurance Company of North America from 2007 to 2012 and was President of Commercial Business, Fireman’s Fund Insurance Company from 2004 to 2007. Mr. Bhojwani was Chief Executive Officer of Lincoln General Insurance Company from 2002 to 2004, Founder and Chief Executive Officer of Avalon Risk Management from 1998 to 2002 and President of Trade Insurance Services from 1995 to 1997. Mr. Bhojwani is a member of the Governing Committee of CEO Action for Racial Equity and a signatory of the CEO Action for Diversity & Inclusion™ pledge to advance diversity and inclusion within the workplace.				​
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​	Qualifications Experience as Chief Executive Officer of the Company and extensive insurance, financial services, corporate affairs, consumer insights, sales and executive management experience				​
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​	Other Board Experience » Hormel Foods Corporation (NYSE: HRL), 2014–present ​ » American Council of Life Insurers (ACLI), 2008−2014, 2022–present ​ » Allina Health, 2016–2022 ​				​

​		​	​	Archie M. Brown President and Chief Executive Officer, First Financial Bancorp and First Financial Bank Age: 62 Director Nominee	​
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​	Career Mr. Brown is President and Chief Executive Officer of First Financial Bancorp and President and Chief Executive Officer of First Financial Bank, Bancorp’s lead bank, positions he has held since 2018. Previously, he served as President and Chief Executive Officer of MainSource Financial from 2008 to 2018, and as its Board Chair from 2011 to 2018. During his nearly 40-year career in banking, Mr. Brown has held executive leadership positions in branch management, region management, bank operations, business development, commercial banking, small business, and consumer lending. Mr. Brown serves on the boards of the Cincinnati City Centre Development Corporation (3CDC), the Cincinnati USA Regional Chamber, and the Cincinnati Business Committee. He also is a member of the University of Georgia Alumni Board of the Terry College of Business. Mr. Brown previously served as an executive committee member of the Ohio Banking Commission of the Ohio Department of Commerce.				​
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​	Qualifications Extensive finance, executive management, and risk and regulatory experience in delivering financial services to both individual consumers and businesses, and experience as a public company chief executive officer				​
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​	Other Board Experience » First Financial Bancorp (Nasdaq: FFBC), 2018– present ​ » Cincinnati Branch of the Federal Reserve Bank of Cleveland, 2022–present ​				​

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CNO Financial Group, Inc. 2023 Proxy Statement

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​		​	​	Stephen N. David Senior Advisor, The Boston Consulting Group Age: 74 Director since: 2017 Member, Audit and Enterprise Risk Committee and Governance and Nominating Committee	​
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​	Career Mr. David has been a Senior Advisor with The Boston Consulting Group since 2005, providing strategic planning services in sales, marketing and technology to a variety of clients across multiple industries, including financial services. He retired in 2005 after 34 years with Procter & Gamble (“P&G”). During his P&G career, Mr. David held multiple senior management positions including Chief Information Officer, Global Customer Development Officer, and Senior Vice President, Business Development.				​
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​	Qualifications Extensive leadership experience in technology, innovation, data security, corporate affairs, marketing and sales				​
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​	Other Board Experience » Checkpoint Systems, Inc., 2012–2016 (upon sale of the company) ​ » Iomega Corporation, 2002–2008 ​				​

​		​	​	David B. Foss Board Chair and Chief Executive Officer, Jack Henry & Associates, Inc. Age: 61 Director since: 2019 Member, Governance and Nominating Committee and Human Resources and Compensation Committee	​
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​	Career Mr. Foss is Board Chair and Chief Executive Officer of Jack Henry and Associates, Inc. (“Jack Henry”), a leading provider of technology solutions to the financial services industry. He served as President of Jack Henry from 2014 to January 2022 and was named Chief Executive Officer in 2016. He was elected to the Jack Henry Board of Directors in 2017 and was named Board Chair in 2021. Mr. Foss joined Jack Henry in 1999 when he arranged the sale of BancTec’s financial solutions division to Jack Henry and subsequently served as President of Jack Henry’s Open Systems Group and General Manager of the Complementary Solutions Group. He was named General Manager of Jack Henry’s ProfitStars division in 2006 and as its President in 2009. Mr. Foss previously served as President and a board member of the Association for Financial Technology from 2007 to 2012. Before joining Jack Henry, he held a variety of positions in the financial services industry, including senior operations management, sales management and supervisory roles at BancTec, Advanced Computer Systems and NCR.				​
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​	Qualifications Extensive experience in technology, data security, financial services, innovation, corporate affairs, change management and leadership, and experience as a public company chief executive officer				​
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​	Other Board Experience » Jack Henry & Associates, Inc. (NASDAQ: JKHY), 2017–present (Board Chair since 2021) ​ » Association for Financial Technology, 2007–2012 ​				​

CNO Financial Group, Inc. 2023 Proxy Statement15

 

   

​		​	​	Mary R. (Nina) Henderson​ Former Corporate Vice President, Bestfoods and President, Bestfoods Grocery Age: 72 Director since: 2012 Chair, Human Resources and Compensation Committee; and Member, Investment Committee	​
​
​	Career Ms. Henderson is a former Corporate Vice President of Bestfoods and President of Bestfoods Grocery. During her 30-year career with Bestfoods, and its predecessor company CPC International, Ms. Henderson has held a wide variety of international and North American general management and executive marketing positions. Ms. Henderson was also the Managing Partner of Henderson Advisory, a consulting practice providing marketing perspective and business evaluation to investment management firms on consumer markets. She is Vice Chair of the Board of Drexel University and a director of VNS Health, VNS Health Choice and the Foreign Policy Association. She also serves as Commissioner of the Smithsonian National Portrait Gallery and as the President of the Kent Land Trust Foundation.				​
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​	Qualifications Extensive general management, corporate affairs, human capital management, governance, risk management, consumer marketing and sales experience				​
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​	Other Board Experience » IWG plc (International Workplace Group), 2014−present ​ » Hikma Pharmaceuticals plc, 2016–present ​ » Walter Energy, Inc., 2013–2016 ​ » Del Monte Foods Company, 2002–2011 ​ » The Equitable Companies, 1996−2000 ​ » AXA Financial, 2001−2011 ​ » Pactiv Corporation, 2000−2010 ​ » Royal Dutch Shell plc and its predecessor The Shell Transport and Trading Company, 2001−2009 ​ » Hunt Corporation, 1991–2002 ​				​

​		​	​	Adrianne B. Lee Chief Financial Officer, Overstock.com, Inc. Age: 45 Director Nominee	​
​
​	Career Ms. Lee is Chief Financial Officer of Overstock.com, Inc. (Nasdaq: OSTK), a position she has held since 2020. In this role, she oversees all financial-related matters for the company, including financial planning and analysis, accounting and reporting, tax, treasury, internal audit, investor relations and IT security, including cybersecurity and corporate systems. Prior to joining Overstock.com, she served as Senior Vice President and Chief Financial Officer for Hertz Corporation’s North American Rental Car unit from 2018 to 2020 and prior to that was the Vice President of Global Financial Planning, Analysis, and Corporate Development. Ms. Lee held several roles in finance, strategic planning, accounting, financial reporting, investor relations, and audit at Best Buy, PepsiCo, Allianz Life and PricewaterhouseCoopers.				​
​
​	Qualifications Chief financial officer for a publicly traded e-commerce retailer with deep knowledge of financial planning, accounting, and internal audit as well as technology and online shopping expertise				​

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CNO Financial Group, Inc. 2023 Proxy Statement

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​		​	​	Daniel R. Maurer Former Executive, Intuit Inc. Age: 66 Director since: 2015 Chair, Board; and Chair, Executive Committee	​
​
​	Career Mr. Maurer has extensive experience in consumer sales, marketing and product management. From 2006 until his retirement in 2014, Mr. Maurer was a member of the senior management team at Intuit Inc. In his most recent role at Intuit, he oversaw the Small Business Solutions Group (including QuickBooks payroll, DemandForce, and QuickBase). He previously led the TurboTax®, Mint, and Quicken brands, where he developed significant digital marketing and product management skills. Prior to Intuit, Mr. Maurer spent over 20 years in executive management at Procter & Gamble (“P&G”), including 15 years internationally. Subsequent to his tenure at P&G, Mr. Maurer was Vice President of Strategy for Global Sales and U.S. Business at Campbell Soup Company.				​
​
​	Qualifications Extensive experience in consumer sales, product management, financial services, corporate affairs, management, technology and consumer insights, including the use of digital marketing strategies to reach the middle market				​
​
​	Other Board Experience » Zagg Inc. (formerly NASDAQ: ZAGG), 2012–2021 ​ » Checkpoint Systems, Inc., January 2016–May 2016 (upon sale of the company) ​ » Iomega Corporation, 2006–2008 ​				​

​		​	​	Chetlur S. Ragavan Former Executive Vice President and Chief Risk Officer, Voya Financial Age: 68 Director since: 2021 Chair, Audit and Enterprise Risk Committee; and Member, Investment Committee	​
​
​	Career Mr. Ragavan is the former Executive Vice President and Chief Risk Officer of Voya Financial, a position he held from 2014 until his retirement in 2019. He was a member of Voya’s Executive Committee and Chair of its Enterprise Risk Committee. From 2008 to 2013, he served as Managing Director and Chief Risk Officer for Voya Investment Management. Prior to joining Voya Financial, Mr. Ragavan was Managing Director and Co-Head of the Portfolio Analytics Group for BlackRock from 2006 to 2008. Mr. Ragavan began his career at Merrill Lynch in 1980 and held several senior technology, investment and risk management positions within its various subsidiaries during his 26-year career with the company. His leadership roles included serving as Managing Director and Global Head of Fixed-Income Research of Merrill Lynch Investment Managers from 2000 to 2006 and as Managing Director and Head of Risk Management of Merrill Lynch Asset Management from 1992 to 2000. Mr. Ragavan is a current board member of the Council for Economic Education (CEE) and a former board member of the Voya Foundation and the Fixed Income Analysts Society. He earned the CERT Certification in Cybersecurity Oversight from Carnegie Mellon University and the Sustainability and Climate Risk (SCR™) Certificate from the Global Association of Risk Professionals. Mr. Ragavan has been a Chartered Financial Analyst (CFA) charterholder since 1987.				​
​
​	Qualifications Extensive insurance and financial services industry experience in risk management, portfolio optimization, data analytics, accounting, investment research and strategy				​

CNO Financial Group, Inc. 2023 Proxy Statement17

 

   

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CNO Financial Group, Inc. 2023 Proxy Statement

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Voting for Directors: Required Vote

The election of each director will be determined by a majority of the votes cast (by which the number of votes cast “for” a director exceeds the number of votes cast “against” that director) by the holders of shares of common stock present in person or by proxy and entitled to vote on the proposal at the Annual Meeting.

In an uncontested election of directors at which a quorum is present, any incumbent director who fails to receive a majority of the votes cast (where the number of votes cast “for” the director exceeds the number of votes cast “against” the director) shall offer to tender his or her resignation to the Board. In such event, the Governance Committee will consider the offer and recommend to the Board whether the director’s resignation should be accepted or rejected or whether other action should be taken. The Board will publicly disclose its decision and its rationale therefore within 90 days after the certification of the election results.

CNO Financial Group, Inc. 2023 Proxy Statement19

Board and Governance Matters

​	Committee Members				​	​	Key Responsibilities	​
​	All Independent				​	​	» Appoints, sets compensation, determines retention and oversees the independent registered public accounting firm (“independent auditor”) that is retained to provide an audit opinion on the Company’s financial statements and internal control over financial reporting. ​ • Reviews the arrangements for the scope of the audit and reviews any non-audit services and the impact of such services on the continued independence of the independent auditor. ​ • Meets regularly with the independent auditor’s lead engagement partner to discuss, among other matters, audit issues, the effectiveness of internal controls over financial reporting and Critical Audit Matters (“CAMs”) arising from the audit and the relevant financial statement accounts or disclosures that relate to each CAM. ​ • Evaluates the performance of the independent auditor, including the senior members of the audit engagement team and determines whether to reengage the independent auditor or to consider other audit firms. ​ • Selects a new lead engagement partner when such partner is required to rotate off the Company’s audit (generally every five years). ​ » Oversees the integrity of the Company’s financial reporting process and internal controls. ​ » Oversees the performance of the Company's internal audit function. ​ » Reviews and monitors the Company’s compliance with legal and regulatory requirements and the Company’s Code of Conduct. ​ » Discusses the drafts of annual and quarterly financial statements with management and the independent auditor as well as other key accounting and reporting matters. ​ » Prepares the annual Audit Committee report which appears on page 83 of this Proxy Statement. The Committee does not prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements. ​ » Oversees management’s processes for managing enterprise risk. ​ » Reviews with management the adequacy and effectiveness of the Company’s policies and internal controls regarding information security and cybersecurity. ​ Additional information regarding the Audit Committee, including the factors considered by the Audit Committee in the appointment of the independent auditor and selection of the lead engagement partner, can be found beginning on page 81.	​
​		​	​	Chetlur S. Ragavan, Chair	​
​		​	​	Stephen N. David	​
​		​	​	Steven E. Shebik	​
​	Key Skills & Experience • Financial literacy or expertise ​ • Risk management ​ • Cyber and data security ​ • Industry experience ​ • Technology and innovation ​ • Consumer insights ​ (1) Based on their respective experience, the Board has determined that Mr. Ragavan and Mr. Shebik each qualify as an “audit committee financial expert,” as defined by SEC rules promulgated under the Sarbanes-Oxley Act. Mr. Ragavan holds the CERT Certification in Cybersecurity Oversight from Carnegie Mellon University. All Audit Committee members satisfy the financial literacy qualifications of the NYSE listing standards.				​

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CNO Financial Group, Inc. 2023 Proxy Statement

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​	Committee Members				​	​	Key Responsibilities	​
​	All Independent				​	​	» Develops, maintains and periodically reviews the Company’s governance policies, including the Corporate Governance Guidelines and Code of Conduct, and recommends to the Board new or amended policies designed to encourage the highest levels of ethical corporate conduct by the Board, the Company and its officers, employees and agents. ​ » Identifies, evaluates, recruits and recommends director candidates (including any nominees recommended by shareholders) for nomination by the Board and election by the shareholders. ​ » Establishes criteria for Board membership, including: ​ • Relevant experience; ​ • Desired skill sets; ​ • Thorough understanding of the Board’s fiduciary duty to act in the best interests of the Company and its shareholders; and ​ • Diversity in gender, ethnicity, race, age, cultural framework, economic background and geographic origin, in addition to other personal and professional characteristics, experiences and competencies. ​ » With the Board Chair, evaluates Board and committee performance and establishes procedures by which such evaluations will be conducted. ​ » Considers questions of possible conflicts of interest involving Board members, senior officers and key employees. ​ » Recommends to the Board new or amended policies intended to enhance the Board’s effectiveness, including with respect to the size and composition of the Board and its committees, and the frequency and structure of the Board and committee meetings. ​ » Oversees the implementation of governance-related legal and regulatory changes and monitors expectations of shareholders and proxy advisory firms. ​ » Oversees and reviews, in coordination with the Company’s management committee, the formulation and execution of the Company’s corporate citizenship and sustainability strategy, including providing input as to the Company’s public reporting of such matters and potential impact on the Company’s sustainability and corporate citizenship profile and reputation. ​ » Oversees and reviews the Company’s policies and practices regarding public policy advocacy and political activities, including political contributions, lobbying and support of organizations that may engage in political activity. ​ For additional information on the Committee’s practices, see pages 9-13.	​
​		​	​	Ellyn L. Brown, Chair	​
​		​	​	Stephen N. David	​
​		​	​	David B. Foss	​
​		​	​	Frederick J. Sievert	​
​	Key Skills & Experience • Governance ​ • Legal and regulatory compliance ​ • Executive management ​ • Sustainability ​				​
​	​				​

CNO Financial Group, Inc. 2023 Proxy Statement21

​	Committee Members				​	​	Key Responsibilities	​
​	All Independent				​	​	» Evaluates the performance of the CEO against his or her goals pursuant to the Company’s plans, incorporating all directors’ input, and recommends CEO compensation to the Board for final determination. ​ » Reviews and approves the corporate goals and objectives relevant to CEO compensation. ​ » Reviews, modifies and approves (or, if appropriate, recommends to the full Board for determination and approval) the Company’s executive compensation philosophy and strategy. ​ » In conjunction with the CEO, reviews and approves the evaluation process and compensation structure for the Company’s other executive officers. ​ » Ensures that appropriate programs and procedures are established to provide for the development, selection, retention and succession of officers and key personnel. ​ » Establishes compensation programs and practices intended to align management’s interests with those of shareholders in order to contribute to the creation of long-term shareholder value. ​ » Carries out similar review functions with respect to the Company’s incentive compensation, equity awards and human resource asset programs to support the Company’s objectives, including environmental, social and governance (“ESG”) and Diversity, Equity & Inclusion (“DE&I”) principles. ​ » Produces the annual Compensation Committee Report in compliance with SEC rules, which appears on page 67 of this Proxy Statement. ​ The Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee. Additional information regarding the compensation of the CEO and other executives can be found under “Compensation Discussion and Analysis” beginning on page 40.	​
​		​	​	Mary R. (Nina) Henderson, Chair	​
​		​	​	Ellyn L. Brown	​
​		​	​	David B. Foss	​
​		​	​	Frederick J. Sievert	​
​	Key Skills & Experience • Human capital management ​ • Corporate affairs ​ • Governance ​				​

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CNO Financial Group, Inc. 2023 Proxy Statement

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​	Committee Members				​	​	Key Responsibilities	​
​	Majority Independent				​	​	» Reviews investment strategies, policies, programs and tolerances of the Company and its subsidiaries, including those relating to: ​ • Asset-liability management; ​ • Responsible investing; ​ • Risk management; ​ • Diversification; ​ • Derivatives use and hedging; and ​ • Applicable policies and regulations. ​ » Reviews the quality and performance of the Company’s and its subsidiaries’ investment portfolios and the investment-related aspects of the Company’s asset-liability management practices, including: ​ • Alignment of asset duration to liabilities, including the approval of tolerances for asset-liability duration alignment; ​ • Investment performance of portfolios compared to benchmarks; and ​ • The Company’s, and its subsidiaries’, investment borrowings in furtherance of their respective investment plans and activities. ​ » Together with the Human Resources and Compensation Committee and/or the Board, participates in the selection, appointment and review of the Company’s Chief Investment Officer and the design and periodic review of the responsibilities thereof. ​	​
​		​	​	Steven E. Shebik, Chair	​
​		​	​	Gary C. Bhojwani	​
​		​	​	Mary R. (Nina) Henderson	​
​		​	​	Chetlur S. Ragavan	​
​	Key Skills & Experience • Investments ​ • Risk management ​ • Industry experience ​				​

​	Committee Members				​	​	Key Responsibilities	​
​	Majority Independent				​	​	» Assists the Board in handling matters which, in the opinion of the Board Chair, are not advisable to postpone until the next scheduled meeting of the Board. ​ » Subject to the requirements of applicable law, including the Company’s Certificate of Incorporation and Bylaws, exercises the authority, to the extent determined necessary or appropriate by the Executive Committee, of the Board in the management of the business and affairs of the Company during the intervals between Board meetings. ​	​
​		​	​	Daniel R. Maurer, Chair	​
​		​	​	Gary C. Bhojwani	​
​		​	​	Steven E. Shebik	​
​	Key Skills & Experience • Leadership and strategy ​ • Industry experience ​ • Corporate affairs ​				​

CNO Financial Group, Inc. 2023 Proxy Statement23

 

Director Compensation

In general, the Board reviews the compensation of non-employee directors every other year, commencing with a study undertaken by the Governance Committee, in order to provide fair and reasonable compensation in light of the demands and obligations placed upon directors, and also to align with director compensation at our peer companies. The Governance Committee reviewed the compensation of non-employee directors in 2022. As one element of that review, the Governance Committee considered data provided by the Board’s independent compensation consultant. Following its review, the Governance Committee recommended a $40,000 increase to the Chair’s compensation and a $10,000 increase to the compensation of the other non-employee directors, in each case, 40% in cash and 60% in equity. Committee compensation was unchanged. Prior to approval of the changes described above, Board compensation had not changed since 2018, either as to the amount or the structure of compensation.

Key Features of Director Compensation

The design of the Company’s non-employee director compensation is intended to:

»

Appropriately value the significant time commitment required of our directors to prepare for and attend meetings of the Board and its committees and to actively engage with directors and management outside of the formal meeting cycle;

​

»

Emphasize long-term alignment of director interests with shareholders; and

​

»

Attract and retain highly qualified directors.

​

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CNO Financial Group, Inc. 2023 Proxy Statement

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Current director compensation, effective May 19, 2022, is summarized in the table below:

​

(1)

In addition to the amounts set forth in this table, directors are reimbursed for out-of-pocket expenses incurred in connection with their responsibilities as Board members.

​

(2)

Audit Committee, $45,000; HR/Compensation Committee, $40,000; Investment Committee, $20,000; and Governance Committee, $20,000. Committee Chairs do not receive the committee participation fees.

​

(3)

Audit Committee, $15,000; HR/Compensation Committee, $10,000; Investment Committee, $5,000; and Governance Committee, $5,000. Members of the Executive Committee do not receive any additional compensation for service on that committee.

​

(4)

The Board Chair is an ex officio member of each Board committee (other than the Executive Committee) and receives no additional committee- related compensation.

​

CNO Financial Group, Inc. 2023 Proxy Statement25

 

The compensation paid in 2022 to our non-employee directors is summarized in the table below:

​

(1)

This column represents the amount of cash compensation paid in 2022 for Board service, for service as the Chair of the Board, for service on the Audit Committee, the HR/Compensation Committee, the Governance Committee, the Investment Committee, and for service as a committee chair, as applicable. Several directors have elected to defer receipt of their director fees pursuant to the Company’s Board of Directors Deferred Compensation Plan.

​

(2)

The amounts in this column are computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”) and represent the grant date fair values for shares of common stock awarded. On May 19, 2022, Mr. Maurer received an award of 13,546 RSUs and each of the other directors other than Mr. Greving, received an award of 7,697 RSUs. These RSUs vested immediately upon grant. Each RSU entitles the director to receive one share of common stock. As described on page 88 of this Proxy Statement, several directors have elected to defer receipt of the common stock pursuant to the Company’s Board of Directors Deferred Compensation Plan.

​

(3)

In addition to the base compensation paid to all non-employee directors, Ms. Brown received cash fees of (i) $20,000 for chairing the Governance Committee and (ii) $10,000 for serving as a member of the HR/Compensation Committee.

​

(4)

In addition to the base compensation paid to all non-employee directors, Mr. David received cash fees of (i) $15,000 for serving as a member of the Audit Committee and (ii) $5,000 for serving as a member of the Governance Committee.

​

(5)

In addition to the base compensation paid to all non-employee directors, Mr. Foss received cash fees of (i) $10,000 for serving as a member of the HR/Compensation Committee and (ii) $5,000 for serving as a member of the Governance Committee.

​

(6)

Mr. Greving retired from the Board on May 19, 2022. In addition to the base compensation paid to all non-employee directors (prorated through May 19, 2022), Mr. Greving received cash fees of (i) $45,000 (prorated through May 19, 2022) for chairing the Audit Committee and (ii) $5,000 (prorated through May 19, 2022) for serving as a member of the Investment Committee. He also served as a member of the Executive Committee through May 19, 2022, for which he received no additional compensation. Mr. Greving did not receive an equity award grant in 2022 due to his retirement.

​

(7)

In addition to the base compensation paid to all non-employee directors, Ms. Henderson received cash fees of (i) $40,000 for chairing the HR/​Compensation Committee and (ii) $5,000 for serving as a member of the Investment Committee.

​

(8)

Mr. Maurer received no additional compensation beyond the Board Chair fees set forth above. Mr. Maurer serves as Chair of the Executive Committee, for which he receives no additional compensation. As Board Chair, Mr. Maurer is also an ex officio member of each Board committee (other than the Executive Committee) and receives no additional committee-related compensation.

​

(9)

In addition to the base compensation paid to all non-employee directors, Mr. Ragavan received cash fees of (i) $15,000 (prorated through May 19, 2022) for serving as a member of the Audit Committee, (ii) $45,000 (prorated from May 19, 2022) for chairing the Audit Committee and (iii) $5,000 for serving as a member of the Investment Committee.

​

(10)

In addition to the base compensation paid to all non-employee directors, Mr. Shebik received cash fees of (i) $15,000 for serving as a member of the Audit Committee and (ii) $20,000 for chairing the Investment Committee. He also served as a member of the Executive Committee from May 19, 2022, for which he received no additional compensation.

​

(11)

In addition to the base compensation paid to all non-employee directors, Mr. Sievert received cash fees of (i) $10,000 for serving as a member of the HR/Compensation Committee and (ii) $5,000 for serving as a member of the Governance Committee.

​

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CNO Financial Group, Inc. 2023 Proxy Statement

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CNO Financial Group, Inc. 2023 Proxy Statement27

​	​	​	​	​	​	2022 Meetings				​	​
​	​	Board of Directors	​	​	​	​	​	7	​	​	​
​	​	Audit and Enterprise Risk Committee	​	​	​	​	​	14	​	​	​
​	​	Governance and Nominating Committee	​	​	​	​	​	11	​	​	​
​	​	Human Resources and Compensation Committee	​	​	​	​	​	7	​	​	​
​	​	Investment Committee	​	​	​	​	​	4	​	​	​
​	​	Executive Committee	​	​	​	​	​	1	​	​	​

​

» During 2022, the Board met on seven occasions and the committees met 37 times in the aggregate. In 2022, the Board resumed its hybrid meeting format, with some Board and committee meetings conducted in-person and others virtually. ​ » In between formal Board and committee meetings, the Board and management communicated frequently, including with respect to the changing circumstances of the pandemic and potential impacts to the Company’s business, associates, customers and communities. ​ » Each director attended at least 91% of the aggregate meetings of the Board and respective committees on which he or she served. ​ » The independent directors routinely meet in executive session without the CEO or any other member of management. The Board Chair presides over executive sessions of the Board. Committee Chairs preside over the executive sessions of their respective committees. ​ » All directors are expected to attend annual meetings of shareholders. All directors attended the Annual Meeting of Shareholders held in 2022, which was held virtually. ​

​

​

​

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CNO Financial Group, Inc. 2023 Proxy Statement

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Board’s Role in Risk Oversight

Risk management is integral to our business and embedded deeply within our culture. The Board is responsible for overseeing the Company’s risk profile and management’s processes for managing risk. The oversight of certain risks, including those relating to the Company’s capital structure and capital management, is performed by the full Board. The Board’s oversight of risk also includes frequent discussion of our strategy, engaging with management in an annual, multi-day, long-term strategy session, approving annual business and strategic plans, and approving significant transactions. In addition, the Board receives regular reports on the Company’s business and financial results as well as targeted presentations on various risks.

Certain risk areas, and management’s strategies and processes for managing those risks, are first examined in the respective committee(s) that are responsible for the subject matter of the risk. The chart below shows the primary areas of each committee’s risk oversight. Each committee regularly reports to the full Board on risk areas within its purview. In addition, management regularly reports both to committees, and to the full Board, on various risks.

Throughout the pandemic, the Board and its committees regularly considered additional risks associated with COVID-19. The Board’s oversight included active consideration of these risks and the potential impacts to the Company’s business, associates, customers and communities.

CNO Financial Group, Inc. 2023 Proxy Statement29

 

To learn more about the risks facing the Company, please review the factors included in Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated by subsequent filings by the Company with the SEC.

Enterprise Risk Management

Open communication with management is an important element of the Board’s risk management and oversight. The Board and its committees regularly meet with senior management to review material risks, including the matters identified above. The Audit and Enterprise Risk Committee of the Board oversees management’s processes for managing enterprise risk. CNO’s Chief Risk Officer is responsible for the oversight of enterprise risk management (“ERM”) activities. CNO’s ERM Committee provides management-level oversight of the ERM function, which is responsible for developing and maintaining a risk management framework to assess, manage and mitigate evolving risks. The ERM framework includes a formalized process for assessing the evolving risk profile of the enterprise as well as quarterly reviews of our key risks to ensure the organization is operating within its stated risk appetite. The Board and its committees receive regular reports on the ERM process from the Chief Risk Officer. The Board and its committees also receive regular reports on legal, regulatory and compliance matters from our General Counsel and members of the Law Department.

Cybersecurity and Technology Risk Oversight

The Audit and Enterprise Risk Committee of the Board oversees management’s processes for managing cybersecurity and technology risks. One Audit Committee member holds the CERT Certification in Cybersecurity Oversight from Carnegie Mellon University, and a second has significant work experience related to technology and data security. CNO also has a dedicated team devoted to information security led by the Chief Information Security Officer (“CISO”). The CISO reports directly to our Chief Information Officer and is responsible for the overall strategy and function of the cybersecurity program. As further described on page 37, CNO also maintains a Cybersecurity Steering Committee comprised of members of management that takes an active role in setting strategic direction for cybersecurity initiatives and provides oversight and guidance for overall information security risk management. The CISO provides regular reports on CNO’s cybersecurity program and potential risks to the Audit Committee.

ESG Oversight

The Board oversees our ESG strategy and progress. Each committee of the Board has key responsibilities related to ESG (see pages 20-23) and oversees certain ESG-related risks (see page 29). The Board and its committees are updated regularly on ESG progress, developments and risks. Recognizing the strategic importance of ESG matters, CNO formed a Council on Sustainability that is led by our Chief Financial Officer. The council, in coordination with the Board and its committees, partners with key groups across the Company to continue to drive the advancement of our ESG strategy. The goals and benchmarks that reflect CNO’s ESG program are managed by this council. Our Vice President of Investor Relations and Sustainability acts as the central point of contact to support and monitor Company-wide ESG-related initiatives.

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CNO Financial Group, Inc. 2023 Proxy Statement

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Relationship of Compensation Policies and Practices
to Risk Management

Other Governance Matters

Approval of Related Party Transactions

Under the Company’s written policy, transactions and agreements with a Related Person (defined to include directors, director nominees and executive officers or members of their immediate families, or shareholders owning five percent or more of the Company’s outstanding stock) that meet the threshold for disclosure in the Proxy Statement under applicable SEC rules (which generally apply to transactions involving amounts of $120,000 or more in which a Related Person has a direct or indirect material interest) are required to be approved by the Governance Committee (or other designated committee comprised exclusively of independent directors). In considering whether to approve a transaction or agreement, the Committee will consider all relevant factors, including the business reasons for the transaction, available alternatives on comparable terms, actual or apparent conflicts of interest and the overall fairness of the transaction or agreement to the Company.

CNO Financial Group, Inc. 2023 Proxy Statement31

 

A Related Person is required to report, in a timely manner, either to the Chair of the Board or the Chair of the Governance Committee, any proposed transaction or agreement that could be considered a Related Person transaction or agreement. The two Chairs then jointly determine if the proposed transaction or agreement should be considered by the Board or a Board committee, and whether any director should be recused from participating in that consideration because of conflict. The Board or Board committee will consider the proposed transaction or agreement in a timely manner, taking into account the facts and circumstances enumerated above. If such proposed transaction or agreement is not approved in advance, the Board or Board committee will take action as soon as practicable after it becomes aware of the transaction or agreement. There were no such transactions or agreements involving the Company and a Related Person in 2022 or to date in 2023.

Various Company policies and procedures, including the Code of Conduct and the annual questionnaires that are completed by all Company directors, officers and associates, require timely disclosure of transactions or relationships that may constitute conflicts of interest or otherwise require disclosure under applicable SEC rules. Any Related Person transactions or agreements that are identified under these additional policies and procedures will be considered under the process described above.

Code of Conduct

We have adopted a Code of Conduct that applies to all directors, officers and associates regarding their obligations in the conduct of the Company’s affairs. A copy of our current Code of Conduct is available on our website at www.CNOinc.com in the “Investors—Governance” section. Within the time period specified, and to the extent required by the SEC and the NYSE, we will post on our website any amendment to our Code of Conduct and any waiver applicable to our executives. No such waivers have been requested or granted in 2022 or to date in 2023.

Corporate Governance Guidelines

CNO is committed to best practices in corporate governance. The Board, upon the recommendation of the Governance Committee, has adopted a set of Corporate Governance Guidelines, which include director responsibilities, independence, selection and review. These guidelines are periodically reviewed and updated by the Governance Committee and the Board to reflect the Board’s view of current best practices. A copy of the CNO Corporate Governance Guidelines is available on our website at www.CNOinc.com in the “Investors—Governance” section.

Communications with Directors

Shareholders and other interested parties wishing to communicate directly with the Board or any one or more individual directors are welcome to do so in writing to the CNO Corporate Secretary, 11825 North Pennsylvania Street, Carmel, Indiana 46032. The Corporate Secretary will forward any communications to the director or directors specified by the shareholder or other interested party.

Compensation Committee Interlocks and Insider Participation

Ms. Henderson, Ms. Brown, Mr. Foss and Mr. Sievert served on the Human Resources and Compensation Committee throughout 2022. None of the members of the Human Resources and Compensation Committee during 2022 is or has been an officer or associate of the Company. None of our executive officers serves, or served during 2022, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board or the Human Resources and Compensation Committee.

Copies of Corporate Documents

In addition to being available on our website at www.CNOinc.com in the “Investors—Governance” section, we will provide to any person, without charge, a printed copy of our committee charters, Code of Conduct and Corporate Governance Guidelines upon request being made to CNO Investor Relations, 11825 N. Pennsylvania Street, Carmel, Indiana 46032; or by telephone: (317) 817-2893 or email: ir@CNOinc.com.

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CNO Financial Group, Inc. 2023 Proxy Statement

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2022 Shareholder Outreach

Our Annual Engagement Program Promotes Greater Communication With Our Investors

Our investors’ feedback is important to us. Throughout 2022, senior management connected with shareholders representing approximately 30% of our outstanding shares (as of December 31, 2022) to engage on matters of business strategy and performance, corporate governance, executive compensation and ESG. Board members were invited to join when corporate governance-related topics were included on the agenda.

Outreach efforts were accomplished through non-deal roadshows, individual calls and attendance at analyst and industry conferences. We have an active Investor Relations team that is focused on engaging with investors and coordinating discussions with senior management on relevant business and industry topics. We regularly receive positive feedback from investors and other stakeholders regarding our outreach practices.

During corporate governance discussions including our Board members, the directors and senior management responded to questions and discussed our corporate governance practices and sustainability efforts. The shareholder representatives who participated told us that they appreciated the opportunity to engage, particularly with our Board members, and our willingness to consider their input into our decision-making process. They spoke favorably about our governance practices and approach and provided constructive feedback and insights into various aspects of our programs and disclosures. In response to feedback received during these discussions, we have included additional information on page 13 regarding our new director onboarding practices.

We continue to find our shareholder engagement process to be highly valuable and intend to proactively seek and consider such input on an ongoing basis.

CNO Financial Group, Inc. 2023 Proxy Statement33

Human Capital Management

The Human Resources and Compensation Committee of our Board actively engages in the oversight of our human resource initiatives and receives regular updates from management on progress and developments.

As of December 31, 2022, we employed approximately 3,400 full-time associates, nearly all of whom are located in the United States. CNO associates are among our most important resources and are critical to achieving our mission: To secure the future of middle-income America by providing insurance and financial services that help protect their health, income and retirement needs, while building enduring value for all our stakeholders. We rely on our associates to develop products, advise clients, service customers and support the efficient running of the organization. Therefore, we focus significant attention on attracting and retaining talented, experienced individuals to serve our customers and manage and support our operations.

Our commitment to our associates is demonstrated through several areas of focus, including those discussed below. Our efforts have been recognized through numerous awards, including being certified as a 2022 Great Place to Work®, a reflection of the support that we receive from our associates, customers and communities in which we live, work and serve. See page 35 for more detail.

Associate Development and Engagement

CNO provides a supportive environment designed to encourage all associates to pursue their professional goals and career objectives through one-to-one coaching, mentoring, continuing education, professional education and training. We also regularly collect associate feedback through surveys to better learn and understand associates’ needs, priorities and issues of concern.

Compensation

At CNO, we strive for a culture of exceptional performance. We believe in developing associates through a challenging work environment coupled with extensive support and training. Our compensation philosophy is focused on pay-for-performance. In 2022, we continued to offer annual cash incentives to eligible associates reflecting our performance philosophy at all levels of the organization. We reward overall and individual performance that drives long-term success for the Company and our associates. Further information on our compensation program may be found in the “Compensation Discussion and Analysis” beginning on page 40.

Health and Well-Being

Supporting our associates’ physical, emotional and financial well-being is at the center of how we engage our workforce. Our benefits package for associates includes medical, dental and vision insurance coverage as well as an extensive well-being program. We understand healthcare affordability and equity are fundamental and have introduced tiered premiums for CNO’s health plan that align with an associate’s salary level.

CNO’s well-being program encourages associates and their families to engage in healthy lifestyle choices, including completing preventive exams and screenings and taking care of their mental well-being. In 2022, we expanded this well-being program to include additional resources such as caregiver benefits that add 10 days of back-up care, monthly emotional support groups and clinic services to offer free preventive and behavioral health virtual care for all associates.

In 2022, we also increased the 401K match to help associates save more for retirement and expanded financial education resources.

During 2022, in our continuing response to the COVID-19 pandemic, CNO remained focused on the health and safety of our customers, associates and agents, and the continuity of service to the policyholders who depend on us. We maintained recommended prevention protocols and other health and safety standards as required by federal, state and local government agencies, taking into consideration guidelines from the Centers for Disease Control and Prevention and other public health authorities.

In early 2022, we began the process of reopening our corporate offices and were fully open by the end of April, although most of our associates are working under hybrid work arrangements pursuant to which they work remotely the majority of the time. Our branch offices remained open throughout the pandemic as insurance is classified as an essential business.

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We offer flexible work arrangements for the majority of our associates, which includes working from home, working from the office, or a mix of both options. We remain committed to delivering consistent service with minimal disruption to our customers and agents, while providing workplace flexibility to our associates.

CNO’s commitment to health and well-being earned CNO recognition on the list of 2022 Healthiest 100 Workplaces in America by Healthiest Employers® and Springbuk® .

Diversity, Equity & Inclusion

DE&I is one of CNO’s five corporate values. We are committed to creating an inclusive culture that encourages, supports, celebrates and values the diverse voices and backgrounds of our associates and customers. We believe an environment that fosters collaboration, inclusion and trust supports our mission, builds a strong sense of community, and leads to greater innovation and better solutions. This environment and inclusive culture creates benefits that are shared by our associates, customers and, ultimately, our shareholders. CNO’s Diversity Council brings together leaders from across the Company in support of DE&I. Our five associate-led Business Resource Groups and three affinity groups focus on mentoring, education and community outreach.

CNO’s Chief Executive Officer signed the CEO Action for Diversity & Inclusion™ pledge in 2018 and has been a member of the CEO Action for Racial Equity Governing Committee since 2020. CNO also signed the Indy Racial Equity Pledge in 2021.

Awards and Recognition

CNO has been recognized through numerous awards for diversity, associate engagement and well-being. These awards would not be possible without the support of our associates, agents, customers and the communities in which we live, work and serve. Highlights of CNO’s 2022 recognition includes:

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Certified as a Great Place to Work® for the third year.

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Named as one of Forbes’ Best Midsize Employers.

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Named as one of Forbes’ Best Employers for Diversity for the third year.

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Recognized as a Healthiest 100 Workplaces in America by Healthiest Employers® and Springbuk® for the ninth year.

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Received a perfect score of 100 on the Human Rights Campaign’s 2022 Corporate Equality Index (CEI) and earned the designation as a Best Place to Work for LGBTQ+ Equality.

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Recognized as a Apex Training Award recipient.

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CNO Financial Group, Inc. 2023 Proxy Statement35

Corporate Social Responsibility

Social responsibility is at the core of our culture. Operating with integrity, while putting the needs of our customers first, are practices that are deeply embedded in our corporate DNA. Our products help millions of middle-income Americans gain access to financial protection to help them build a more secure future. Our long-term success is tied to the well-being of our customers, associates, agents, communities and the way we conduct business. ESG principles are central to our overall business strategy.

We publish an annual Corporate Social Responsibility Report (“CSR Report”), in which we proudly highlight the work of our associates, agents, leadership team and Board to influence positive change. All of our sustainability materials may be found on our website at www.CNOinc.com in the “Investors—Sustainability” section. Our CSR Reports and other sustainability materials are not incorporated by reference into this Proxy Statement or considered to be part of this document. CNO’s Council on Sustainability, in coordination with our Board and Governance Committee and other leaders, partners with key groups across the Company to continue to drive the advancement of our ESG strategy. Our Board oversees our ESG strategy and progress.

Our Six Focus Areas

Our ESG approach is focused on six key areas that are most relevant to our business:

Promoting Ethical and Responsible Business Practices

At CNO, our business is built on trust and promises.

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Our customers trust us with their healthcare and retirement planning, and we promise to honor our policy commitments and be there when they need us most.

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Our shareholders trust us to return fair value for their investment, and we promise to be responsible stewards of our Company resources.

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Our agents and associates trust one another, and we promise to be accountable and respectful to each other and to our Company.

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We recognize that the decisions we make as a company, and the actions of our associates and agents, directly impact our ability to keep our promises and maintain the trust that we hold as essential.

Our Code of Conduct outlines our expectations surrounding key issues and business practices, including anti- money laundering, political activities and contributions, conflicts of interest, fraud prevention, data security, confidentiality, gift giving and fair competition. Our associates are required to be familiar with, and to act in accordance with, our Code of Conduct. A copy of our current Code of Conduct is available on our website at www.CNOinc.com in the “Investors—Governance” section.

Our directors bring a diverse range of leadership, business, professional and personal experiences to the Board. We observe governance best practices relating to our Board structure, shareholder rights and governance philosophy. More information can be found under “Board and Governance Matters” and “Compensation Discussion and Analysis—Key Practices in Corporate Governance and Executive Compensation” beginning on pages 20 and 43, respectively.

Enterprise risk management is integral to our business. The Board is responsible for overseeing the Company’s risk profile and management’s processes for managing risk. More information as to how the Board oversees risk management can be found on pages 29 and 30.

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At CNO, we take very seriously the privacy and security of all customer and associate personal information in our custody. Our cybersecurity program uses generally accepted principles and practices for securing information systems and information. We use the National Institute of Standards and Technology’s (NIST) Cybersecurity Framework to better manage and reduce cybersecurity risk. Our Chief Information Security Officer, who reports directly to our Chief Information Officer, is responsible for the overall strategy and function of the cybersecurity program. CNO’s cybersecurity governance includes the Cybersecurity Steering Committee, which helps set strategic direction for security initiatives and provides oversight and guidance for overall information security risk management. Processes and procedures continued to be enhanced in 2022 to reflect the hybrid work environment. More information on our data security and privacy programs can be found in our CSR Report.

Serving Our Customers

Enhancing the customer experience is one of our core strategic initiatives. Every customer purchase of a CNO product represents a promise between our Company and the policyholder. We take seriously this responsibility by prioritizing the care and attention needed to achieve a positive customer experience, which we formalized in our Responsible Insurance Sales and Marketing Statement.

Examples of support for our customers introduced during the COVID-19 pandemic and now imbedded into our operations include:

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We offer customers virtual agent-led consultations and contactless enrollment to provide peace of mind and the flexibility of a modern purchasing experience.

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We offer customers web chat, digital claim filing, and improved claims efficiency through digital processing to provide an enhanced customer service experience.

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We continuously evaluate the current and future financial needs of our customer base to determine the new products and features that will enhance our overall product portfolio.

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We continue to make available online the studies, articles and awareness campaigns created by our consumer education program, the Center for a Secure Retirement, in order to provide insight and practical advice to help middle-income Americans achieve financial security in retirement.

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Developing and Supporting Our Associates

We believe that corporate social responsibility starts with our Company’s responsibility to our associates. We are proud to offer a workplace that encourages diversity, fosters collaboration, values integrity and promotes professional growth. For additional information on our commitment to our associates, see pages 34-35.

Investing Prudently

To fulfill our promises and financial commitments to our policyholders, which may arise many years in the future, we seek to responsibly invest the premiums that we collect in high-quality assets that generate appropriate risk-adjusted returns and, to the extent practical and expected by our stakeholders, reflect our core values.

At CNO, we recognize that integration of ESG principles into our investment process can enhance our ability to identify, evaluate, monitor and react to investment risks in a manner that promotes our investment objectives, particularly over the long term. Our overall investment approach centers on developing high-quality portfolios diversified across asset classes, and which closely adhere to risk tolerances and practices, including discipline around quality, diversification and liquidity parameters. In 2022, we refreshed our responsible investment policy addressing how we integrate ESG principles into our investment process. We measured the carbon footprint, among other metrics, of our investment portfolio and continued our reduction strategy. We also funded approximately $300 million in new impact investments in 2022. These investments were in sustainability bonds, green bonds, low-income housing-focused municipal bonds, environmentally focused municipal bonds and impact funds.

In 2020, CNO became a signatory of the Principles for Responsible Investment (PRI), an international network of investors working together to implement its six aspirational principles. CNO is committed to the adoption and implementation of the PRI’s six principles.

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Philanthropy and Community Relations

CNO supports our communities, associates and customers through nonprofit organizations that focus on the health and financial wellness of middle-income Americans. From our executive leadership group to individual associates, service in our communities remains a central element of our corporate culture. Some highlights of 2022 include:

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$2.6 million—the approximate value of total, local community impact from the philanthropic efforts of CNO, our associates and our insurance agents. This includes:

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$1.375 million in corporate donations through tax credit scholarship programs for schools.

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Approximately $907,000 in corporate donations to 501c3 non-profit organizations, including a $50,000 donation to the African American Alliance of CDFI CEOs, a coalition of CEOs of Black-led community development financial institutions (CDFIs), that is committed to social and economic justice for African American communities.

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Approximately $111,000 in donations from associates.

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Approximately $251,000 raised through grassroots efforts and community fundraising.

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Approximately 86% of our local community impact comes from financial and in-kind donations from the Company.

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We proudly maintained our annual, budgeted corporate donations to our charity partners in 2022.

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CNO supports several partner organizations, including the American Cancer Society, the Alzheimer’s Association, the American Heart Association, the African American Alliance of CDFI CEOs, and various scholarship programs.

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10,500 hours—the approximate amount of time our associates contributed to volunteer service in their local communities, including time donated to our spring and fall CNO Giving Back Days community service projects.

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Environmental Responsibility

CNO is committed to minimizing the impact of our operations on the environment while integrating environmental and sustainability processes into all our business practices and throughout our value chain. Through our CNO Council on Sustainability and our environmental affinity group, both comprised of senior leaders, associates and facilities team members, CNO is advancing efforts to reduce our carbon footprint, encourage sustainability in the workplace, and drive enterprise-wide green initiatives.

Examples of our sustainability efforts include:

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Adopted the Task Force on Climate-Related Financial Disclosures (TCFD).

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On pace to achieve our commitment to reducing our scope 1 and 2 greenhouse gas emissions by 25% by 2030.

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Integrated ESG principles into our investment process, as summarized above.

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Incorporated specific environmentally responsible criteria in evaluating all new and reimagined physical locations in 2022.

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General

As required by Section 14A of the Securities Exchange Act of 1934 and the related rules of the SEC, we are asking shareholders to approve, in a non-binding advisory vote, the compensation paid to our Named Executive Officers as discussed under “Executive Compensation,” beginning on page 40, through the following resolution:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the rules of the SEC, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion, is hereby approved.”

While the results of the vote are non-binding and advisory in nature, the Board and the Human Resources and Compensation Committee will carefully consider the results of this vote. Currently, a non-binding advisory vote on executive compensation occurs annually, and we anticipate that the next vote will be at the next Annual Meeting of Shareholders.

Our compensation programs are designed to attract, retain and motivate the executives who lead our Company. The Human Resources and Compensation Committee has established programs and practices that pay for performance and are intended to align management’s interests with those of the Company’s shareholders. Key features of our compensation programs are described in the “Compensation Discussion and Analysis” section that follows.

Required Vote

The affirmative vote of a majority of shares of common stock present in person or represented by proxy and entitled to vote on the subject matter is required to approve, in a non-binding advisory vote, the compensation paid to our Named Executive Officers. Abstentions will have the effect of a vote “against” this proposal.

CNO Financial Group, Inc. 2023 Proxy Statement39

Executive Compensation

Compensation Discussion and Analysis

Executive Summary

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s executive compensation design. It also explains how the Human Resources and Compensation Committee (the “HRCC” or the “Committee”) made compensation decisions for the Named Executive Officers (the “NEOs”) in 2022 and provided oversight of the Company’s approach to overall employee compensation and benefit programs.

2022 Compensation Design Highlights

CNO’s compensation design is intended to promote the long-term success of the Company by driving our strategic priorities, adhering to CNO’s values and building a corporate culture that supports ESG principles. Our people and their talents continue to be at the center of our ability to fulfill our mission: To secure the future of middle-income America by providing insurance and financial services that help protect their health, income and retirement needs, while building enduring value for all our stakeholders.

The HRCC has designed a compensation program that pays for performance and aligns management’s interests with those of the Company’s shareholders and other stakeholders. Our compensation design is also intended to attract, retain and motivate the executive officers who lead our Company. Our executive compensation program consists of three primary components: base salary, annual cash incentive, and long-term incentive compensation.

CNO’s operating model is centered on the customers we serve: Consumer and Worksite. This transformative business structure was first introduced in January 2020 and implemented throughout 2021. Our compensation design in 2020 and 2021 not only enabled delivery of our strategic business objectives during this transformation, but also strongly linked pay to Company performance amidst the challenges of the pandemic and macroeconomic uncertainties.

In 2022, we capitalized on our unique ability to marry a virtual connection with our in-person agents who complete the critical “last mile” of sales and service delivery. Throughout 2022, our focus remained squarely on delivering growth and executing on our strategic priorities while navigating uncertainty created by external forces (e.g., ongoing pandemic, shifting macroeconomic conditions and preparing for the adoption of required GAAP accounting changes).

In 2022, we largely maintained the compensation design initiated in 2020. The key objectives of the 2022 compensation program were to (1) balance timely execution of our near-term business plan actions with longer-term strategic priorities that require multiple year investments; (2) position CNO within the evolving marketplace and deliver growth by increasing market penetration of products and services to customers via our multi-channel cross collaboration; (3) enable rewarding performance during continued uncertainty; (4) retain talent in a highly competitive job market; (5) recognize the importance of ESG to CNO’s investment and business strategies; and (6) continue to demonstrate a strong connection of pay to Company performance.

Key 2022 decisions and actions regarding our NEO compensation are described below.

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Base salary:

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The CEO’s base salary was not increased in 2022. The other NEOs received either merit increases or base salary role adjustments, as described in more detail below.

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Annual Cash Incentive/Pay-for-Performance Plan (“Annual Cash Incentive/Pay-for-Performance (P4P) Plan”):

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Maintained mix of quantitative (80%) and qualitative (20%) performance metrics.

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Maintained emphasis on corporate financial metrics and investment metrics.

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Continued to utilize ESG metrics: (1) an investment metric measuring portfolio ESG ratings relative to a benchmark; and (2) a “social” component within the qualitative metric for all executive officers.

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Investment benchmark updated to MSCI ESG Score from MSCI ESG Quality Score to provide greater consistency and transparency of reported results.

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Continued to set prospective targets equal to the Company’s business plan for the year; maintained performance ranges and symmetry of threshold and maximum to target.

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CNO Financial Group, Inc. 2023 Proxy Statement

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Long-Term Incentive (“LTI”) Plan:

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Maintained emphasis on our performance shares (“P-shares”) while balancing the retentive qualities of restricted stock units (“RSUs”), using an LTI award mix of 55% P-shares and 45% RSUs.

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Maintained three-year relative total shareholder return (“TSR”) modifier and three-year cliff vesting on one-year P-share metrics of 50% operating return on equity (“Operating ROE”) and 50% operating earnings per share (“Operating EPS”).

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Over a three-year period, the one-year Operating ROE and Operating EPS results are subsequently adjusted by relative TSR.

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Three-year cliff vesting encourages retention and a three-year relative TSR modifier aligns payouts with shareholder experience over a longer-term time horizon.

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Continued to set prospective targets equal to the Company’s business plan for the year; maintained performance ranges and symmetry of threshold and maximum to target.

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Additional detail on our Annual Cash Incentive/P4P Plan can be found beginning on page 50 and additional detail on our LTI Plan can be found beginning on page 57.

With these design features, we maintained our strong pay-for-performance philosophy, with the highest proportion of compensation for executive officers “At Risk.” The following charts show each element of 2022 target NEO compensation, including the mix of short-term and long-term incentives as well as the amount of “Pay-at-Risk” for the CEO and for the other NEOs:

Additional information on the target level of 2022 total annual cash and total direct compensation for each NEO can be found on page 49.

2022 Compensation Results Highlights

CNO delivered solid 2022 financial results, reinforcing the strength of our diverse and integrated distribution model and broad product portfolio. We continued to advance our business realignment and capitalize on the benefits of our strategic transformation. Regulatory responses to inflation led to volatile macroeconomic conditions that impacted our results. Within our Consumer Division, we (1) deepened the integration between our direct-to-consumer and exclusive field agency channels; and (2) enhanced our product portfolio with a new Medicare Supplement product and increased Medicare Advantage carrier plans available through our online health insurance marketplace. Within our Worksite Division, we (1) launched Optavise, our new unified Worksite brand; (2) generated insurance sales growth in all four quarters; and (3) continued to deploy initiatives to position us for growth in the hybrid work environment. Across the enterprise, we made significant progress with our ESG program as detailed on pages 36-38.

Our broad product portfolio and multi-channel business model enabled us to navigate the pandemic from a position of strength. In 2022, the pandemic began to move to an endemic state and macroeconomic conditions continued to evolve, highlighting the value proposition that our products bring to customers. We experienced increased demand for products within our direct-to-consumer distribution channel, annuity business, and insurance sales at the worksite. Concurrently, in-person distribution of our life products was impacted by new agent recruiting

CNO Financial Group, Inc. 2023 Proxy Statement41

 

challenges in a tight labor market and shifting customer preferences away from mortality concerns and back to retirement needs. Our fee businesses continued to grow, complementing our underwriting and spread-based earnings.

Our solid 2022 financial results resulted in the following payouts for our NEOs:

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Annual Cash Incentive/P4P Plan: 109-113% of target.

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2020−2022 P-shares: (1) 200% of the target number of shares for P-shares based on 2020 Operating ROE; and (2) 200% of the target number of shares for P-shares based on 2020 Operating EPS. For the 2020−2022 period, the Company’s three-year relative TSR was at the 58th percentile; therefore, no modification to the payout occurred.

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No retrospective changes to our 2022 performance metrics or targets were made, whether related to the pandemic or other factors.

Additional information on our 2022 financial performance can be found on pages 2-4. Additional information on the compensation paid to each NEO for 2022 can be found on page 68.

CEO 2022 Target Total Direct Compensation and Committee Philosophy of CEO Compensation

As detailed under “—Overview of 2022 Target Compensation” on page 49, our CEO’s 2022 target total direct compensation was approximately $8.2 million. In determining target total direct compensation for our CEO, the HRCC reviewed strategic business goals, peer group data, proprietary and publicly available compensation surveys and data, and considered our CEO’s experience, level of responsibility, individual job performance, leadership in delivering corporate performance, job tenure and future potential. Following this process, the Committee determined that target total direct compensation of approximately $8.2 million for the CEO was appropriate and in line with market competitive levels.

Consistent with our pay-for-performance philosophy, the Committee designed the vast majority of Mr. Bhojwani’s annual and long-term incentives to be performance based (i.e., “Pay-at-Risk”). In both 2021 and 2022, 87% of Mr. Bhojwani’s target total direct compensation was Pay-at-Risk.

In order to further align the interests of the CEO with those of the Company and its shareholders, Mr. Bhojwani is subject to the Company’s stock ownership guidelines, which require that the CEO hold Company securities with an aggregate value of at least five times his base salary. Mr. Bhojwani is in full compliance with this requirement, as his actual holdings are over 25 times his base salary. His performance-based compensation also is subject to the Company’s clawback rights described on page 66.

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Key Practices in Corporate Governance and
Executive Compensation

The HRCC strives to maintain best practices in corporate governance and executive compensation.

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“Say-on-Pay” Results

At our 2022 Annual Meeting, shareholders expressed strong support for our executive compensation design, with over 96% of votes cast in favor of the non-binding advisory resolution on executive compensation. The results of our “say-on-pay” advisory vote and feedback from our shareholder outreach discussions (described on page 33) are part of the Committee’s regular review of our executive compensation design.

Role of the Human Resources and Compensation Committee (HRCC)

The purpose of the HRCC is to provide oversight of the Company’s human resource assets and executive compensation programs to support the Company’s long-term success and the delivery of the Company’s objectives incorporating sound ESG principles. The HRCC determines the components and amount of compensation for our executive officers and provides overall guidance for our employee compensation policies and programs. In addition, the HRCC actively monitors executive development and succession planning activities with respect to our executive officers and key personnel.

Currently, four of our Board members sit on the HRCC, each of whom is an independent director as required by the NYSE listing requirements. The Board Chair is an ex officio member of the Committee, and other Board members may also participate in Committee meetings, although non-HRCC members do not vote at the Committee level. The Board receives regular reports of Committee deliberations and decisions and, at least once annually, reviews the Committee’s written evaluation of the CEO’s performance and compensation. The HRCC’s functions are more fully described in its charter, which can be found on our website at www.CNOinc.com in the “Investors—Governance” section.

Role of the Compensation Consultant

In 2022, the HRCC utilized WTW as its independent compensation consultant. The Committee conducted an assessment of WTW’s independence pursuant to SEC and NYSE requirements. Based on this assessment, the Committee determined that WTW is independent.

Although the compensation consultant is retained directly by the Committee, its personnel interact with our executive officers as needed, particularly our CEO, Chief Financial Officer, Chief Human Resources Officer, General Counsel, and each of their staffs, to provide the Committee with relevant compensation and performance data for our executive officers and the Company overall. In addition, the compensation consultant’s personnel may interact with management to confirm information, identify data questions and/or exchange ideas.

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As requested by the Committee, WTW’s services to the Committee in 2022 included:

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Providing competitive analysis of total compensation components for our executive officers, including our NEOs;

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Researching and presenting competitive and emerging compensation practices and regulatory issues;

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Recommending peer groups for compensation and performance;

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Attending Committee meetings;

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Reviewing and evaluating changes to the Company’s executive compensation philosophy and programs; and

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Assisting in the preparation of compensation-related disclosures contained in this Proxy Statement (including the new pay versus performance disclosure below).

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The HRCC has the authority under its charter to retain outside consultants or other advisors. One element of that decision process is the Committee’s assessment of an advisor’s independence. Relative to that determination, the Committee takes into account certain independence factors enumerated by the SEC and NYSE.

The Company paid WTW $342,802 in the aggregate for executive compensation consulting services provided to the HRCC in 2022.

Separately, management engaged WTW and affiliates to provide the services described below, which do not pertain to executive compensation. In 2022, CNO paid WTW $72,849 for services pertaining to broad-based compensation support and data services. In addition, TZ Insurance Solutions LLC (“TZ”) has for over ten years provided certain insurance sales and marketing services to the Company. Since its acquisition in 2019, TZ has been part of WTW’s Benefits Delivery and Administration (BDA) business which is operated under a separate management structure from WTW’s executive compensation business. In 2022, CNO paid TZ $24,455,727 in aggregate commissions and fees for third-party distribution of certain Consumer Division products and other sales and marketing related services to our Consumer Division.

How Our Human Resources and Compensation Committee Makes Decisions: Philosophy and Objectives

In making its decisions, the HRCC collects and considers input from multiple sources. The Committee may ask executive officers to attend Committee meetings at which executive compensation and overall and individual performance is discussed and evaluated, during which time executive officers may provide insight, suggestions or recommendations regarding executive compensation. Deliberations generally occur with input from the consultant, members of management and other Board members, however, only the members of the HRCC vote on matters of executive compensation. All elements of the CEO’s compensation are submitted to the full Board for its review and approval.

Philosophy

CNO’s compensation design is intended to promote the long-term success of the Company by driving our strategic priorities, adhering to CNO’s values, and building a corporate culture that supports ESG principles. Our people and their talents continue to be at the center of our ability to fulfill our mission: To secure the future of middle-income America by providing insurance and financial services that help protect their health, income and retirement needs, while building enduring value for all our stakeholders.

The HRCC has designed a compensation program that pays for performance and aligns management’s interests with those of the Company’s shareholders and other stakeholders. Our compensation design is also intended to attract, retain and motivate the executive officers who lead our Company.

CNO Financial Group, Inc. 2023 Proxy Statement45

 

Our compensation philosophy consists of the following three guiding principles:

Pay-for-Performance Objectives

The HRCC strives to provide an understandable reward program that allows us to attract, retain and motivate executive talent with the significant industry experience required to continuously improve our performance and build long-term shareholder value. To achieve this, our programs are designed to:

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Reward operational and productivity improvements that are sustainable. This means that we establish prospective performance goals at targeted performance levels for key financial metrics under (1) our Annual Cash Incentive/ P4P Plan, and (2) our P-share awards;

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Align with the manner and timeframe in which the Company develops and executes its strategic business plans, including ESG progress;

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Align the interests of our executive officers with those of our shareholders by rewarding shareholder value creation;

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Integrate individual goal-setting, quarterly coaching and feedback with the Company-wide performance management program;

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Exercise appropriate judgment to reflect performance standards for an individual executive officer’s achievement of business results as well as their contribution to upholding our values, including DE&I, and building our corporate culture; and

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Offer the opportunity to earn additional compensation when overall or individual performance exceeds expectations.

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Compensation Benchmarking Approach and Relevant Comparator Group Selection

In setting target executive compensation opportunities, the Committee looks at base salary, total annual cash and total direct compensation, and reviews these compensation components relative to a select group of peer companies (“Comparator Peer Companies”). For additional information on the components of executive compensation, see pages 48-65.

The Committee’s general philosophy is to compensate our executive officers at approximately the 50th percentile level for total direct compensation, for the achievement of target performance, with additional compensation opportunities for the achievement of superior results.

The Committee annually assesses “competitive market” compensation and reviews both peer group proxy data and survey data developed by its independent executive compensation consultant. In determining compensation levels for our NEOs, the Committee consults with its independent executive compensation consultant.

Following feedback from shareholder outreach as well as an extensive analysis of existing and potential peers, considering business and talent competitors and financial metrics, including assets, premiums and market capitalization, the Committee made changes to the Comparator Peer Companies in 2019. In each subsequent

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year, the Committee and WTW reviewed the Comparator Peer Companies and determined that no additional changes were needed. The Committee is of the view that the current peers appropriately reflect our principal business competitors and those companies with which we compete for executive talent.

The Comparator Peer Companies listed below were used as a reference point to compare proxy-disclosed compensation for 2022 to similar executive positions within CNO. Survey data developed by WTW is utilized for positions where proxy-disclosed information is not available.

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Overview of 2022 Target Compensation

The table below summarizes the target level of 2022 total annual cash and total direct compensation for our NEOs.

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(1)

Base salaries are as of December 31, 2022. Annual incentive expressed as target levels as of award date. Value of equity is expressed as grant date fair value. Variances between values and totals may exist due to rounding.

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(2)

Represents P-share and RSU aggregate grant date fair values granted in 2022; actual value realized will depend on stock price appreciation and achievement of performance metrics at time of vesting.

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(3)

Target TDC includes Target Total Annual Cash and the Total LTI Value provided at the time of the annual grant.

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In determining executive compensation levels, the Committee uses market studies to review the value delivered to each executive officer through each component of compensation.

The Committee used these studies to objectively examine external market practices and compare those practices to our internal evaluations and decisions. These studies capture and report:

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Competitive external market data, by position, on a base salary, total annual cash incentive (including bonus) and total direct compensation basis; and

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Long-term equity grants and the vesting status and valuation methodologies of such grants.

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Although aggregate pay levels generally are consistent with our compensation philosophy, pay levels for specific individuals may be above or below the targeted competitive benchmark levels. Variances may arise due to factors such as: an individual’s role and responsibilities within our Company; the individual’s experience and expertise; the individual’s time in position; and the pay levels for peers within the Company.

Total realized compensation in any year may be above or below targeted compensation levels depending on whether our incentive goals were attained and whether shareholder value was created. In some instances, the amount and structure of compensation results from negotiations with an executive at the time that the individual was hired, which may reflect competitive labor market pressures to attract and hire quality executive talent in our industry. To attract and retain such talent, the Company also seeks to provide benefit levels in line with those offered by comparable publicly traded companies, although without necessarily matching on an item-by-item basis.

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Base Salaries

Overview

Base salary is the only fixed component of executive compensation and comprises the smallest percentage of total compensation. Each executive officer’s base salary is reviewed annually by the Committee, or more frequently in the event of a promotion, a change in job responsibilities, an assessment of level of expertise or performance, or based on market data or internal pay guidelines.

Design

The Committee generally targets the 50th percentile of the competitive market for executive compensation. Annual reviews of executive officers’ base salaries take into consideration numerous factors, including: mix of compensation; job role and responsibility; individual leadership, experience and expertise; individual historical performance; retention risk; future potential and time in position; competitive labor market pressures; comparison to market data; and internal equity of peers.

2022 Increases

The HRCC does not presume that executive officers will receive annual base salary increases. The CEO’s base salary was not increased in 2022. In February 2022, the Committee approved merit-based salary increases for most executive officers to align with market data and the merit funding pool for the organization overall. Mr. Baude received a merit increase of 1%. In lieu of merit increases, three NEOs received base salary role adjustments: Eric R. Johnson (15%), Scott L. Goldberg (10%) and Paul H. McDonough (7%). All three adjustments were made to align with market data based on their enhanced responsibilities and to support retention. In addition, Mr. Johnson’s and Mr. Goldberg’s adjustments also considered the value and contribution of their respective roles to the Company’s financial performance.

Annual Cash Incentive/P4P Plan

Overview

Our Annual Cash Incentive/P4P Plan focuses on and rewards achievement of annual performance goals. It is the broadest of our management incentive programs, covering all of our NEOs and all of our associates, except those who participate in sales incentive programs. Prior to the beginning of the annual performance period, all Annual Cash Incentive/P4P Plan participants are assigned target incentive opportunities expressed as a percentage of base salary. The target percentages are based on external and internal factors applicable to the positions held by these individuals, as described in more detail below.

Design and Changes

The design of our 2022 Annual Cash Incentive/P4P Plan is largely consistent with the 2021 design, as most of the 2021 compensation design continued to support our 2022 strategic objectives, align with our 2022 compensation program objectives (summarized earlier) and measure performance in areas of focus.

The Committee reviewed the Annual Cash Incentive/P4P Plan design for 2022 in order to optimize alignment between shareholder and plan participant interests while recognizing continued uncertainties of the ongoing pandemic and macroeconomic environment.

For 2022, one primary change was introduced for all executive officers (including the NEOs): the ESG investment metric was updated to the MSCI ESG Score from the MSCI ESG Quality Score. The MSCI ESG Score provides greater consistency and transparency of reported results.

Additional details on the metrics and their weightings are provided below.

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Performance Metrics

The table below summarizes the 2022 financial metrics and weightings for our NEOs under the Annual Cash Incentive/​P4P Plan.

These metrics were thoughtfully and prospectively selected as the most significant drivers of financial success and realistically subject to participants’ influence. These targets align with our business objectives to drive strong operational performance, deliver consistent yet disciplined growth and improved profitability, generate strong investment returns, and manage risk effectively. Our plan also is designed to establish performance levels that are challenging yet achievable, and that appropriately balance risk and reward. These metrics also align with the day-to-day metrics that we use to run the Company.

Individual Qualitative Metric

The individual qualitative metric for each NEO is weighted at 20% of the total. The qualitative metric addresses individual results, contributions and leadership. A “social” component is included as part of this metric, weighted at five percentage points of the qualitative metric’s 20 percentage points. This metric recognizes the importance of DE&I to CNO’s business strategy and the critical role that our executive officers play in setting the tone for DE&I. To achieve the goal, 75% of associates on each executive officer’s team would participate in four hours of voluntary DE&I associate education or participation activities. Associates have access to a portfolio of voluntary activities via CNO Business Resource Groups and DE&I online education programs.

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Qualitative metric results are determined by the HRCC using a variety of sources, including:

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Peer-level input during quarterly business reviews;

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CEO assessment (other than for the CEO);

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HRCC observation and assessment of an NEO’s overall performance and contribution to Company success; and

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For the “social” component, time logged by associates on voluntary DE&I education and activities.

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In addition, the qualitative metric is capped: if Combined In-Force Earnings Before Interest and Taxes (“EBIT”) is below threshold performance, this metric can achieve no greater than its target payout level.

2022 Annual Cash Incentive/P4P Plan Financial Metrics Defined

The following provides additional detail in explaining and defining the metrics that are applicable to all NEOs:

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Combined In-Force EBIT, defined as the sum of individual business segment In-Force EBIT. In-Force EBIT includes pre-tax revenues and expenses associated with the sales of insurance products that were completed more than one year before the end of the reporting period.

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The bulk of an insurer’s earnings typically are generated from policies sold in prior periods, or “policies in-force.” In addition, in the Committee’s view, this metric enhances “line of sight” for our operating management and increases their focus on retaining business and improving the longer-term profitability of our core operations.

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Combined Total Life and Health Collected Premium, defined as Life & Health premiums received, net of reinsurance, as reported in our quarterly financial results.

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Annuity Collected Premium, defined as annuity premiums received, net of reinsurance, on annuity products, as reported in our quarterly financial results.

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Combined Total Fee Revenue, defined as fees from third-party policies sold, Broker Dealer/Registered Investment Adviser accounts, and revenue from Optavise (formerly known as DirectPath) and Web Benefits Design, the Company’s wholly-owned subsidiaries.

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Effective Yield (or GAAP Net Yield %), defined as period investment income (net of investment expenses) divided by average invested assets for the same period.

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Pre-tax C1/AUM, defined as the aggregate of investment asset National Association of Insurance Commissioners (NAIC) risk-based capital charges divided by assets under management. This measures the risk of default (of bonds and mortgages) or decrease in the value of the assets held in the investing portfolio as a percentage of assets under management.

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Portfolio Excess Returns, which measures the annual value-added basis points from asset allocation and security selection decisions (expressed as a percentage) relative to an assigned industry benchmark. It is calculated by industry standard attribution formulas.

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Total Return versus Benchmark, which measures the full-year portfolio total return for non-cash investments as compared to the full-year total return for a stated benchmark.

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ESG Investment metric, which compares the average composite MSCI rating of our Corporate Bonds (investment grade and high yield) portfolios to their respective benchmark portfolio’s composite MSCI rating, applying the MSCI ESG Score.

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In addition to the above metrics, the following metrics are applicable to Mr. Goldberg:

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Consumer Division Life & Health NAP, which measures annualized premiums on new life and health policies issued by the Consumer Division.

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Consumer Division Annuity Collected Premium, defined as annuity premiums received, net of reinsurance, on annuity products within the Consumer Division, as reported in our quarterly financial results.

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Consumer Division Fee Revenue, defined as fees from third-party policies sold and Broker Dealer/Registered Investment Adviser accounts within the Consumer Division.

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2022 Payout Opportunities

Target Annual Cash Incentive/P4P Plan payout amounts for each NEO are determined by the Committee at the beginning of the performance period based on external and internal factors applicable to the positions held by each NEO.

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Target Annual Cash Incentive/P4P Plan as a percentage of each NEO base salary:

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Mr. Bhojwani, 160%

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Other NEOs, 100%

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Threshold payout: 50% of target payout

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Target payout: 100% of target payout

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Maximum payout: 200% of target payout

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A linear interpolation is used to determine payout percentages between threshold and target performance, and target and maximum performance.

2022 Annual Cash Incentive/P4P Plan Targets

The primary purpose of the Annual Cash Incentive/P4P Plan is to reward our associates, including our executive officers, for delivering targeted financial results. In 2022, we continued to offer annual cash incentives to eligible associates reflecting our performance philosophy at all levels of the organization. For the reasons set forth below, the Committee set the targets in February 2022 for each of the performance metrics at levels that it considered rigorous and challenging as compared to 2021 results. No changes were made to such targets after they were prospectively established.

The Committee set the applicable financial objectives based on the Board-approved business plan for fiscal year 2022, which entailed a detailed vetting process prior to presentation and approval by the Board. The Committee considered a number of factors in setting incentive performance targets, as well as the threshold level and the maximum level, to require strong performance to achieve targets. These factors include Company business plans and current forecasts, historical performance, incentive practices used by peer companies, and analyst expectations.

In 2022, no changes were made to the methodology by which we determine the Annual Cash Incentive/P4P performance ranges. This method reflects the range of forecasted possible outcomes due to continued uncertainties related to the ongoing pandemic and macroeconomic environment. Target values were set equal to the Company’s 2022 business plan. Minimum and maximum values were set using a percentage range consistent with the prior year’s range, and an equivalent percentage from the target-to-maximum as compared to the threshold-to-target percentage.

Most 2022 targets incorporated growth over both 2021 as reported and excluding significant items, except for (1) Combined In-Force EBIT, (2) Combined Total Life and Health Collected Premium and (3) within the investment performance metrics, Effective Yield (GAAP Net Yield %).

The Combined In-Force EBIT target of $652.7 million (“MM”) was set below 2021 as reported ($716.5 MM) and excluding significant items ($705.9 MM). This was primarily due to two favorable impacts on income in 2021 that were not expected to continue in 2022: (1) pandemic impacts on insurance product margin, and (2) outperformance of variable net investment income. When setting the 2022 business plan, we projected a significant reduction in the favorable health claims that we had experienced since the onset of the pandemic, assuming that policyholders’ demand for healthcare services would begin to return to pre-pandemic norms. We expected alternative investment yields to be more in line with our average expected return from these types of investments after significant outperformance since the middle of 2020.

The Combined Total Life and Health Collected Premium target of $2,523.1 MM was set slightly below 2021 as reported total of $2,555.2 MM. When setting the 2022 business plan, we projected declining premiums in our Medicare Supplement product due to the continued secular shift to Medicare Advantage. Management’s action to introduce a new Medicare Supplement product in 2022 was expected to mitigate, but not eliminate, the decline in Medicare Supplement collected premiums.

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Within the investment performance metrics, the 2022 Effective Yield (GAAP Net Yield %) target of 4.77% was set below 2021 as reported of 5.14%. When setting the 2022 business plan, we expected variable investment income to moderate after significant outperformance in 2021 (as discussed earlier). We also expected that the ongoing low interest rate environment would continue to pressure average investment portfolio yields, as our new money rate was projected to remain below the overall portfolio rate, creating a downward bias for the 2022 effective yield.

The Pre-tax C1/AUM target was set in line with the Company’s 2022 risk-based capital plan while taking into consideration the target yield. The Portfolio Excess Returns reflects our strategy to take positions that may lag benchmark in total investment return but pay a higher level of current income. The Total Return versus Benchmark metric measures performance relative to a certain benchmark and is designed to reward performance generally in line with or exceeding market performance.

The ESG metric measures ESG performance of our Corporate Bonds portfolios relative to benchmark portfolios. The target (4.3%) was updated to track to the MSCI ESG Score instead of the MSCI ESG Quality Score used in 2021. Had the metric applied the MSCI ESG Score, the result in 2021 would have been 4.15%.

The Committee determined that the 2022 performance metric targets were appropriately rigorous.

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The table below summarizes 2021 actual results (as reported and excluding significant items) and the 2022 plan targets, thresholds and maximums.