CNO FINANCIAL GROUP, INC., DEF 14A filed on 3/26/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name CNO Financial Group, Inc.
Entity Central Index Key 0001224608
v3.25.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
$ / shares
Dec. 31, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
$ / shares
Dec. 31, 2021
USD ($)
$ / shares
Dec. 31, 2020
USD ($)
$ / shares
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Compensation Table Total
for PEO(1)
Compensation Actually Paid to PEO(1)(4)(7)
Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2)
Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(4)(7)
Value of Initial Fixed $100 Investment Based On:
YearTotal Shareholder Return
Peer Group Total Shareholder Return(3)
Net Income (dollars in millions)(5)
Operating Earnings per Share(6)
2024$10,403,588 $18,278,230 $3,007,899 $4,550,140 $231 $172 $404 $3.80
20239,788,167 11,114,047 2,695,050 2,949,004 170 143 2772.72 
20228,751,7467,363,7182,954,1242,551,3451361376312.91
20218,948,166 13,907,530 2,512,679 3,032,833 138 124 570 3.13 
20208,260,886 14,813,666 2,318,955 3,037,794 126 91 302 2.34 
        
Company Selected Measure Name Operating EPS        
Named Executive Officers, Footnote Reflects compensation for our Chief Executive Officer, Gary C. Bhojwani, who served as our Principal Executive Officer (“PEO”) in 2020, 2021, 2022, 2023 and 2024.Reflects compensation for Paul H. McDonough, Bruce K. Baude, Eric R. Johnson and Matthew J. Zimpfer in 2020; Paul H. McDonough, Bruce K. Baude, Scott L. Goldberg and Matthew J. Zimpfer in 2021; Paul H. McDonough, Bruce K. Baude, Scott L. Goldberg and Eric R. Johnson in 2022; and Paul H. McDonough, Scott L. Goldberg, Eric R. Johnson and Matthew J. Zimpfer in 2023 and 2024, who served as NEOs in such years.        
Peer Group Issuers, Footnote Peer Group used for TSR comparisons for each fiscal year reported in this table is the S&P 500 Life & Health Insurance Index.        
PEO Total Compensation Amount $ 10,403,588 $ 9,788,167 $ 8,751,746 $ 8,948,166 $ 8,260,886
PEO Actually Paid Compensation Amount $ 18,278,230 11,114,047 7,363,718 13,907,530 14,813,666
Adjustment To PEO Compensation, Footnote To calculate 2024 Compensation Actually Paid to our CEO and other NEOs, the adjustments in the following table were made to total compensation as reported in the Summary Compensation Table:
2024Summary Compensation Table Total
Deductions from Summary Compensation Table Total Pay(a)
Additions to Summary Compensation Table Total Pay(b)(c)
Compensation Actually Paid
Gary C. Bhojwani, Chief Executive Officer serving as PEO$10,403,588 
$(6,820,134)
$14,694,776 $18,278,230 
Average for Other NEOs Indicated Above3,007,899 (1,362,080)2,904,321 4,550,140 
(a)Deductions from Summary Compensation Table Total Pay reflects values from the Option Awards and Stock Awards columns of the Summary Compensation Table for the year.
(b)The amounts in this column reflect the following additions:
2024Year-End (YE) Value of Current Year Awards Outstanding
as of YE		Change in Value as of YE for Prior Year Awards Outstanding
as of YE		Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year
Fair Value as of Vesting Date of Equity Awards Granted and Vested During the Year
Total Equity Award Adjustments
Gary C. Bhojwani, Chief Executive Officer serving as PEO$11,585,082 
$3,302,584
$(192,890)
— $14,694,776 
Average for Other NEOs Indicated Above2,296,503 637,391 (35,920)$6,348 2,904,321 
(c)The equity awards included above are comprised of P-shares, RSUs and stock options granted from 2021 through 2024.
        
Non-PEO NEO Average Total Compensation Amount $ 3,007,899 2,695,050 2,954,124 2,512,679 2,318,955
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,550,140 2,949,004 2,551,345 3,032,833 3,037,794
Adjustment to Non-PEO NEO Compensation Footnote To calculate 2024 Compensation Actually Paid to our CEO and other NEOs, the adjustments in the following table were made to total compensation as reported in the Summary Compensation Table:
2024Summary Compensation Table Total
Deductions from Summary Compensation Table Total Pay(a)
Additions to Summary Compensation Table Total Pay(b)(c)
Compensation Actually Paid
Gary C. Bhojwani, Chief Executive Officer serving as PEO$10,403,588 
$(6,820,134)
$14,694,776 $18,278,230 
Average for Other NEOs Indicated Above3,007,899 (1,362,080)2,904,321 4,550,140 
(a)Deductions from Summary Compensation Table Total Pay reflects values from the Option Awards and Stock Awards columns of the Summary Compensation Table for the year.
(b)The amounts in this column reflect the following additions:
2024Year-End (YE) Value of Current Year Awards Outstanding
as of YE		Change in Value as of YE for Prior Year Awards Outstanding
as of YE		Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year
Fair Value as of Vesting Date of Equity Awards Granted and Vested During the Year
Total Equity Award Adjustments
Gary C. Bhojwani, Chief Executive Officer serving as PEO$11,585,082 
$3,302,584
$(192,890)
— $14,694,776 
Average for Other NEOs Indicated Above2,296,503 637,391 (35,920)$6,348 2,904,321 
(c)The equity awards included above are comprised of P-shares, RSUs and stock options granted from 2021 through 2024.
        
Compensation Actually Paid vs. Total Shareholder Return
PVP Graph 1 (2024 Comp Act Paid v TSR).v5 (2025 March 24).jpg
        
Compensation Actually Paid vs. Net Income
PVP Graph 2 (2024 Comp Act Paid v Net Income).v5 (2025 March 24).jpg
        
Compensation Actually Paid vs. Company Selected Measure
PVP Graph 3 (2024 Comp Act Paid v Op EPS).v5 (2025 March 24).jpg
        
Tabular List, Table the measures we believe are most important in linking Compensation Actually Paid to Company performance during 2024:
1.Operating EPS
2.Operating ROE
3.Relative TSR
Further details on these measures and how they feature in our compensation plans can be found in our “Compensation Discussion and Analysis” section beginning on page 40.
        
Total Shareholder Return Amount $ 231 170 136 138 126
Peer Group Total Shareholder Return Amount 172 143 137 124 91
Net Income (Loss) $ 404,000,000 $ 277,000,000 $ 631,000,000 $ 570,000,000 $ 302,000,000
Company Selected Measure Amount | $ / shares 3.80 2.72 2.91 3.13 2.34
PEO Name Gary C. Bhojwani        
Additional 402(v) Disclosure Measurement date equity fair values are calculated with assumptions derived on a basis consistent with those used in determining the grant date fair value. RSUs are valued based on the stock price on the relevant measurement date. P-shares are adjusted to reflect an accrued payout factor consistent with assumptions used for ASC 718 purposes and the stock price on the relevant measurement date. Stock options are valued using a Black-Scholes model as of the relevant measurement date, using assumptions consistent with those used for the grant date fair value purposes.
(5)This column reflects the Net Income required to be disclosed in the Company’s audited GAAP financial statements. Due to the adoption of Accounting Standards Update 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”), which was effective January 1, 2023, Net Income for the years ended December 31, 2021 and 2022 has been restated to reflect the impact of the adoption of ASU 2018-12. For the years ended December 31, 2021 and 2022, previously reported Net Income was $441 MM and $397 MM, respectively.
        
Measure:: 1          
Pay vs Performance Disclosure          
Name Operating EPS        
Non-GAAP Measure Description This column reflects the Operating EPS results used, or expected to be used, in calculating payouts for applicable P-share awards. Operating EPS is a non-GAAP financial measure. Refer to pages 59–63 for more information. Also, see “A Note About Non-GAAP Financial Measures” on page 1, and see Annex A for a description of this measure and reconciliation to the comparable GAAP measure. Due to the adoption of ASU 2018-12, as noted above, Operating EPS for the years ended December 31, 2021 and 2022 has been restated to reflect the impact of the adoption of ASU 2018-12. For the years ended December 31, 2021 and 2022, previously reported Operating EPS was $2.72 and $2.18, respectively.        
Measure:: 2          
Pay vs Performance Disclosure          
Name Operating ROE        
Measure:: 3          
Pay vs Performance Disclosure          
Name Relative TSR        
PEO | Equity Awards Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (6,820,134)        
PEO | Equity Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 14,694,776        
PEO | Year End Value of Current Year Awards Outstanding [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 11,585,082        
PEO | Change In Value As Of Year End For Prior Year Awards Outstanding [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 3,302,584        
PEO | Change In Fair Value As Of Vesting Date For Prior Year Awards Vested During Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (192,890)        
PEO | Fair Value As Of Vesting Date Of Current Year Awards Granted And Vested During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 0        
Non-PEO NEO | Equity Awards Reported Value [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,362,080)        
Non-PEO NEO | Equity Award Adjustments [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,904,321        
Non-PEO NEO | Year End Value of Current Year Awards Outstanding [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 2,296,503        
Non-PEO NEO | Change In Value As Of Year End For Prior Year Awards Outstanding [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards 637,391        
Non-PEO NEO | Change In Fair Value As Of Vesting Date For Prior Year Awards Vested During Fiscal Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards (35,920)        
Non-PEO NEO | Fair Value As Of Vesting Date Of Current Year Awards Granted And Vested During Current Year [Member]          
Pay vs Performance Disclosure          
Adjustment to Compensation Amount, Equity Awards $ 6,348