DEF 14A of CNO Financial Group, Inc., Mar 27, 2024

DEF 14A of CNO Financial Group, Inc.

Filed Mar 27, 2024 · FY20230001224608-24-000029

Open on EDGAR

  1. Director Biographies

    Director Biographies

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | Gary C. Bhojwani Chief Executive Officer, CNO Financial Group, Inc. Age: 56 Director since: 2017 Member, Executive Committee and Investment Committee | | Archie M. Brown President and Chief Executive Officer, First Financial Bancorp and First Financial Bank Age: 63 Director since: 2023 Member, Human Resources & Compensation Committee and Governance & Nominating Committee | | Career Mr. Bhojwani became Chief Executive Officer of CNO on January 1, 2018. He previously served as President of CNO from April 2016 to December 2017. 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. ......................................................................................... Qualifications Experience as Chief Executive Officer of the Company and extensive insurance, financial services, corporate affairs, consumer insights, sales and executive management experience. ......................................................................................... Other Board Experience »Hormel Foods Corporation (NYSE: HRL), 2014–present »American Council of Life Insurers (ACLI), 2008−2014, 2022–present »Allina Health, 2016–2022 | | Career Mr. Brown has been President and Chief Executive Officer of First Financial Bancorp and President and Chief Executive Officer of First Financial Bank since April 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 almost 40 years in banking, Mr. Brown has held management positions in branch management, region management, bank operations (both deposit and loan), business development, small business and consumer lending. Mr. Brown is a board member of the Cincinnati Business Committee (CBC) and Cincinnati USA Regional Chamber. He is also a board and executive committee member of the Cincinnati Center City Development Corporation (3CDC) and a member of the 2024 ArtsWave Campaign Cabinet, Ohio Capital Budget Task Force and the Commercial Club of Cincinnati. Mr. Brown previously served as an executive committee member of the Ohio Banking Commission of the Ohio Department of Commerce. ......................................................................................... 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. ......................................................................................... Other Board Experience »First Financial Bancorp (Nasdaq: FFBC), 2018–present »First Financial Bank, 2018–present »Cincinnati Branch of the Federal Reserve Bank of Cleveland, 2022–present | |

  4. Director Nominees

    | CNO Financial Group, Inc. 2024 Proxy Statement | 13 |

  5. Director Nominees

    | | David B. Foss Board Chair and Chief Executive Officer, Jack Henry & Associates, Inc. Age: 62 Director since: 2019 Chair, Governance & Nominating Committee; and Member, Human Resources & Compensation Committee | | Mary R. (Nina) Henderson Former Corporate Vice President, Bestfoods and Former President, Bestfoods Grocery Age: 73 Director since: 2012 Chair, Human Resources & Compensation Committee; and Member, Investment Committee | | 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 will retire from his current role on June 30, 2024, and become Executive Board Chair of Jack Henry. 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. ................................................................................... 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. ................................................................................... Other Board Experience »Jack Henry & Associates, Inc. (Nasdaq: JKHY), 2017–present (Board Chair since 2021) »Association for Financial Technology, 2007–2012 | | Career Ms. Henderson is a former Corporate Vice President of Bestfoods and former 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 Trustees of Drexel University and a director of VNS Health, VNS Health Choice and the Foreign Policy Association. She also serves as a Commissioner of the Smithsonian National Portrait Gallery and as the President of the Kent Land Trust Foundation. ................................................................................... Qualifications Extensive general management, corporate affairs, human capital management, governance, risk management, consumer marketing and sales experience. ................................................................................... 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 | |

  6. Director Nominees

    | 14 | CNO Financial Group, Inc. 2024 Proxy Statement |

  7. Director Nominees

    | | Adrianne B. Lee Chief Financial and Administrative Officer, Beyond, Inc. Age: 46 Director since: 2023 Member, Audit & Enterprise Risk Committee and Governance & Nominating Committee | | Daniel R. Maurer Former Executive, Intuit Inc. Age: 67 Director since: 2015 Chair, Board; and Chair, Executive Committee | | Career Ms. Lee is Chief Financial and Administrative Officer of Beyond, Inc., a position she has held since 2020. In this role, she is responsible for all financial-related matters for the company and its brands, including Bed Bath & Beyond. Also in this role, she oversees financial planning and analysis, accounting and reporting, legal, tax, treasury, internal audit, investor relations, human resources, communications, IT security and corporate systems. Previously, Ms. Lee 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 and administrative officer for a publicly traded e-commerce company with expertise in brand and asset acquisition and corporate transformation. Deep knowledge of financial planning, accounting and internal audit, as well as technology and business development. | | 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 | |

  8. Director Nominees

    | CNO Financial Group, Inc. 2024 Proxy Statement | 15 |

  9. Director Nominees

    | | Chetlur S. Ragavan Former Executive Vice President and Chief Risk Officer, Voya Financial, Inc. Age: 69 Director since: 2021 Chair, Audit & Enterprise Risk Committee; and Member, Investment Committee | | Steven E. Shebik Former Vice Chair, The Allstate Corporation and Allstate Insurance Company Age: 67 Director since: 2020 Chair, Investment Committee; and Member, Audit & Enterprise Risk Committee and Executive Committee | | Career Mr. Ragavan is the former Executive Vice President and Chief Risk Officer of Voya Financial, Inc., 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, Inc. 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, the AI for Decision Making: Business Strategies and Applications Certification from The Wharton School, University of Pennsylvania, 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. ......................................................................................... Other Board Experience »The Federal National Mortgage Association (OTCQB: FNMA), 2023–present | | Career Mr. Shebik served as the Vice Chair of The Allstate Corporation and Allstate Insurance Company and Chief Executive Officer of Allstate Life Insurance Company from 2018 until his retirement in May 2020, after a 25-year career with the company. He was a member of Allstate’s executive management team from 2012 to 2020. As Vice Chair, Mr. Shebik oversaw Allstate Life and Retirement, Allstate Benefits, the direct and independent agency personal property-casualty and commercial insurance businesses, and corporate business transformation and analytics. From 2012 to 2018, Mr. Shebik served as Executive Vice President and Chief Financial Officer and was Interim Chief Investment Officer from 2016 to 2017 and Interim Chief Risk Officer on two occasions. Mr. Shebik’s additional leadership positions included service as the senior financial executive for Allstate Investments, Allstate Protection, and Allstate Financial, and various roles in accounting, treasury and mergers and acquisitions. Prior to joining Allstate in 1995, he held positions in finance and accounting with Sears, Roebuck and Co. and auditing with Arthur Andersen & Co. Mr. Shebik is a Vice Chair of the Board of the Chicago Symphony Orchestra (CSO) and the Vice Chair of the CSO’s Negaunee Music Institute. He also serves on an advisory council of the Gies College of Business at the University of Illinois Urbana-Champaign and on the Salvation Army Chicago Advisory Board. Mr. Shebik has been a Certified Public Accountant (CPA) since 1978. ......................................................................................... Qualifications Extensive experience in insurance company management, finance, investment and risk management and in financial reporting and mergers and acquisitions. | |

  10. Director Nominees

    | 16 | CNO Financial Group, Inc. 2024 Proxy Statement |

  11. Retiring Director

    Retiring Director

  12. Retiring Director

    | | Stephen N. David Senior Advisor, The Boston Consulting Group Age: 75 Director since: 2017 Member, Audit & Enterprise Risk Committee and Governance & Nominating Committee | | 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. ................................................................................... Qualifications Extensive leadership experience in technology, innovation, data security, corporate affairs, marketing and sales. ................................................................................... Other Board Experience »Checkpoint Systems, Inc., 2012–2016 (upon sale of the company) »Iomega Corporation, 2002–2008 | |

  13. Retiring Director

    | CNO Financial Group, Inc. 2024 Proxy Statement | 17 |

  14. Director Compensation

    Director Compensation In general, the Board reviews the continued competitiveness and appropriateness of our non-employee director compensation 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 last such compensation study was conducted, and adjustments made, in 2022. The amount and structure of 2023 non-employee director compensation remained consistent with the 2022 design.

  15. Key Features of Director 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.

  16. Key Features of Director Compensation

    | What We Do Our Emphasis on Equity Compensation for Our Board »Includes a significant percentage of compensation in the form of equity-based awards. »Seeks to align director compensation with the Company’s pay-for-performance philosophy. Robust Equity Ownership Requirements »Each director has five years from the date of his or her initial election to own shares of common stock with a value of at least five times his or her annual base cash compensation. As of the date of this Proxy Statement, each director who has served on the Board for at least five years met these stock ownership guidelines, and each director who has served for less than five years either has already met or is on track to meet these guidelines. What We Don’t Do »We do not permit directors to hedge, pledge or engage in derivative transactions in CNO stock. »We do not pay additional compensation to CNO’s CEO for service as a director. »We do not pay meeting fees to directors. »We do not offer a retirement program for our non-employee directors. |

  17. Key Features of Director Compensation

    | CNO Financial Group, Inc. 2024 Proxy Statement | 23 |

  18. Key Features of Director Compensation

    The Company’s current director compensation program is summarized in the table below.

  19. Key Features of Director Compensation

    | Director Compensation Program | | | | Components | Annual Compensation(1) | Form of Payment | | Non-Chair Base Fees(2) | $250,000 | $100,000 cash; annual equity award valued at approximately $150,000 | | Committee Chair Fees | $20,000–$45,000(3) | Cash | | Committee Member Fees | $5,000–$15,000(4) | Cash | | Board Chair Fees(5) | $440,000 | $176,000 cash; annual equity award valued at approximately $264,00 |

  20. Key Features of Director Compensation

    (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)Each director, excluding the Board Chair, receives an annual Non-Chair Base Fee, which is in addition to any Committee Chair Fees and Committee Member Fees the director receives for chairing or serving as a member of a committee, as applicable. (3)Audit Committee, $45,000; HR/Compensation Committee, $40,000; Investment Committee, $20,000; and Governance Committee, $20,000. Committee Chair Fees are received in lieu of Committee Member Fees, meaning that Committee Chairs do not receive any Committee Member Fees for service on that committee. (4)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. (5)The Board Chair is an ex officio member of each Board committee (other than the Executive Committee) and receives no additional committee- related compensation.

  21. Key Features of Director Compensation

    | 24 | CNO Financial Group, Inc. 2024 Proxy Statement |

  22. Key Features of Director Compensation

    The compensation earned by, paid or awarded to the Company’s non-employee directors in 2023 is summarized in the following table.

  23. Key Features of Director Compensation

    | 2023 Director Compensation | | | | | Name | Fees Paid in Cash(1) | Stock Awards(2) | Total | | Archie M. Brown(3) | $102,679 | $150,018 | $252,697 | | Ellyn L. Brown(4) | $13,929 | — | $13,929 | | Stephen N. David(5) | $120,000 | $150,018 | $270,018 | | David B. Foss(6) | $128,393 | $150,018 | $278,411 | | Mary R. (Nina) Henderson(7) | $145,000 | $150,018 | $295,018 | | Adrianne B. Lee(8) | $107,143 | $150,018 | $257,161 | | Daniel R. Maurer(9) | $176,000 | $264,013 | $440,013 | | Chetlur S. Ragavan(10) | $150,000 | $150,018 | $300,018 | | Steven E. Shebik(11) | $135,000 | $150,018 | $285,018 | | Frederick J. Sievert(12) | $12,321 | — | $12,321 |

  24. Key Features of Director Compensation

    (1)This column represents the amount of cash compensation paid in 2023 for Board and committee service. 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 aggregate grant date fair value of the RSUs granted to our non-employee directors in 2023. On May 10, 2023, Mr. Maurer received an award of 12,430 RSUs, and each of the other directors (other than Ms. Brown and Mr. Sievert) received an award of 7,063 RSUs. These RSUs vested immediately upon grant. Each RSU entitles the director to receive one share of common stock. As described on page 89, several directors have elected to defer receipt of the common stock pursuant to the Company’s Board of Directors Deferred Compensation Plan. (3)Mr. Brown joined the Board on May 10, 2023. In addition to the base compensation paid to all non-employee directors (prorated from May 10, 2023), Mr. Brown received cash fees of (i) $5,000 (prorated from May 10, 2023) for serving as a member of the Governance Committee and (ii) $10,000 (prorated from May 10, 2023) for serving as a member of the HR/Compensation Committee. (4)Ms. Brown retired from the Board on May 10, 2023. In addition to the base compensation paid to all non-employee directors (prorated through May 10, 2023), Ms. Brown received cash fees of (i) $20,000 (prorated through May 10, 2023) for chairing the Governance Committee and (ii) $10,000 (prorated through May 10, 2023) for serving as a member of the HR/Compensation Committee. Ms. Brown did not receive an equity award grant in 2023 due to her retirement. (5)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. (6)In addition to the base compensation paid to all non-employee directors, Mr. Foss received cash fees of (i) $20,000 for chairing the Governance Committee (prorated from May 10, 2023), (ii) $5,000 (prorated through May 10, 2023) for serving as a member of the Governance Committee and (iii) $10,000 for serving as a member of the HR/Compensation Committee. (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)Ms. Lee joined the Board on May 10, 2023. In addition to the base compensation paid to all non-employee directors (prorated from May 10, 2023), Ms. Lee received cash fees of (i) $15,000 (prorated from May 10, 2023) for serving as a member of the Audit Committee and (ii) $5,000 (prorated from May 10, 2023) for serving as a member of the Governance Committee. (9)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. (10)In addition to the base compensation paid to all non-employee directors, Mr. Ragavan received cash fees of (i) $45,000 for chairing the Audit Committee and (ii) $5,000 for serving as a member of the Investment Committee. (11)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, for which he received no additional compensation. (12)Mr. Sievert retired from the Board on May 10, 2023. In addition to the base compensation paid to all non-employee directors (prorated through May 10, 2023), Mr. Sievert received cash fees of (i) $10,000 (prorated through May 10, 2023) for serving as a member of the HR/Compensation Committee and (ii) $5,000 (prorated through May 10, 2023) for serving as a member of the Governance Committee. Mr. Sievert did not receive an equity award grant in 2023 due to his retirement.

  25. Key Features of Director Compensation

    | CNO Financial Group, Inc. 2024 Proxy Statement | 25 |

  26. 2023 Compensation Design Highlights

    2023 Compensation Design Highlights CNO’s compensation design is intended to promote the long-term success of the Company by driving our strategic priorities through a strong corporate culture that adheres to CNO’s values. Our associates and agents 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 focused on strategic plan delivery and simultaneously is intended to attract, retain and motivate the executive officers who lead our Company. This philosophy also guides our compensation approach to pay for performance, attract, retain and motivate our entire associate population. CNO’s 2023 compensation design is consistent with prior years. The design strongly links pay to performance, supports the advancement of the Company’s strategic priorities and takes into account the variability that external forces may have on the business. The key objectives of the 2023 compensation program were to (1) continue to demonstrate a strong connection between pay and Company performance; (2) balance execution of our near-term business plan with longer-term strategic priorities that require multi-year investments; (3) leverage CNO’s diverse and integrated distribution model to deliver growth by increasing market penetration of products and services to customers; (4) drive performance during uncertainty created by external forces; (5) retain and attract talent in a competitive job market; (6) reinforce the importance of serving our customers’ needs while supporting our associates; and (7) recognize the importance of prudent investments to the success of our business strategies. Our executive compensation program consists of three primary components: base salary, annual cash incentive compensation and long-term incentive compensation. Key 2023 decisions and actions regarding our NEO compensation are described below. »Base salary: •The only fixed component of executive compensation and comprises the smallest percentage of total compensation. •Two of the NEOs received a merit increase, as described in more detail below. •98% of CNO’s 2023 merit pool funded salary increases for our associates who are not executive officers. »Annual Cash Incentive/Pay-for-Performance (P4P) Plan (the “Annual Cash Incentive/P4P Plan”): •Rewards our associates, including our executive officers, for delivering targeted financial and operational results. For 2023, the Annual Cash Incentive/P4P plan paid out approximately $30 million, 78% of which was paid to our associates who are not executive officers. •Maintained mix of quantitative (80%) and qualitative (20%) performance metrics. •Maintained emphasis on corporate financial metrics and investment metrics. Refinements made to improve alignment, simplicity and transparency: •The Combined In-force EBIT metric used in 2022 was replaced with Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses. This improves transparency as the new metric can be readily calculated by using items publicly disclosed in our financial statements.

  27. 2023 Compensation Design Highlights

    •Simplified investment metrics by removing Portfolio Excess Returns, which measures similar outcomes as the Total Return Versus Benchmark metric. Its 2022 weighting was reallocated equally among the remaining investment metrics. •Continued to utilize corporate social responsibility metrics: •Added an associate engagement goal to the “social” component within the qualitative metric applicable for all executive officers. •Investment benchmark measuring portfolio ESG ratings (MSCI ESG Score) replaced with an absolute measure (Overall ESG Portfolio Rating); the absolute measure makes it simpler to define improvement as a specific numerical objective is set irrespective of a shifting benchmark. •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. »Long-Term Incentive (“LTI”) Plan: •Aligns our management’s interests to those of our shareholders and helps to drive long-term shareholder value creation while incentivizing key executive talent. •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. •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”). •Over a three-year period, the one-year Operating ROE and Operating EPS results are subsequently adjusted by a relative TSR modifier. •Three-year relative TSR modifier aligns payouts with shareholder experience over the three-year time horizon. •Three-year cliff vesting encourages retention. •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. 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 56. 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 2023 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:

  28. Key Practices in Corporate Governance and Executive Compensation

    | What We Do Not Do | | | | No Supplemental Executive Retirement Plans: We do not offer SERPs to our current executive officers other than the Company’s non-qualified deferred compensation plan (“Deferred Compensation Plan”). | | | No Excise Tax Gross-Up Provisions: We do not increase the gross amount of payments to account for excise taxes. | | | No Significant Perquisites: Our executive officers generally participate in broad-based, Company-sponsored, benefits programs on the same basis as other full-time associates (e.g., 401(k), medical, dental, life insurance). | | | No Re-Pricing of Stock Options: Re-pricing of underwater Stock Options without shareholder approval is prohibited except in the event of certain permissible corporate events, including but not limited to stock splits or recapitalizations. | | | No Hedging, Pledging or Derivative Transactions: Directors and executive officers, including NEOs, are prohibited from pledging and hedging activities related to our equity securities, including holding CNO shares in margin accounts. They are also prohibited from engaging in any transaction involving any derivative securities related to CNO shares. | | | Limited Use of Employment Contracts: Except for our CEO, none of our executive officers are parties to employment agreements. Additional information on the CEO’s employment agreement may be found on page 63. | | | No Uncapped Awards: All awards under our Annual Cash Incentive/P4P and LTI plans are subject to caps. |

  29. Role of the Compensation Consultant

    Role of the Compensation Consultant In 2023, 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.

  30. Role of the Compensation Consultant

    | 44 | CNO Financial Group, Inc. 2024 Proxy Statement |

  31. Role of the Compensation Consultant

    As requested by the Committee, WTW’s services to the Committee in 2023 included: »Providing competitive analysis of total compensation components for our executive officers, including our NEOs; »Researching and presenting competitive and emerging compensation practices and regulatory issues; »Recommending peer groups for compensation and performance; »Attending Committee meetings; »Reviewing and evaluating changes to the Company’s executive compensation philosophy and programs; »Advising on the renewal of our CEO’s employment agreement; and »Assisting in the preparation of compensation-related disclosures contained in this Proxy Statement (including the pay versus performance disclosure). 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 $268,398 in the aggregate for executive compensation consulting services provided to the HRCC in 2023. Separately, management engaged WTW and its subsidiaries to provide the services described below, which do not pertain to executive compensation. In 2023, CNO paid WTW $60,857 for services pertaining to broad-based compensation support and data services. In addition, WTW Risk and Broking (R&B) business lines provided certain insurance sales and marketing to the Company. The WTW R&B business segment’s management structure is separate from WTW’s executive compensation business. In 2023, CNO paid $32,562,790 in aggregate commissions and fees to R&B for third-party distribution of certain Consumer Division products and other revenue-generating sales and marketing-related services for our Consumer Division. Total payments from CNO to WTW and/or subsidiaries in 2023 totaled less than one percent of WTW’s parent company annual revenue.

  32. Philosophy

    | 1 Pay for Performance | 2 Target Total Rewards Position | 3 Compensation Benchmarking | | | | | | Rewards are differentiated based on Company, business segment and individual performance. | To attract, retain and motivate, overall rewards are competitive by targeting compensation at approximately the median of the relevant comparator group with additional compensation for achieving superior performance. | We utilize Comparator Peer Company proxy data and survey data to benchmark compensation. |

  33. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    Compensation Benchmarking Approach and Relevant Comparator Group Selection In setting target executive compensation opportunities, the Committee looks at base salary, annual cash incentive compensation and long-term incentive compensation, and reviews these compensation components and total direct compensation relative to a select group of peer companies (“Comparator Peer Companies”). For additional information on the components of executive compensation, see pages 48–64. 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 by reviewing both Comparator Peer Company proxy data and financial services survey data for organizations of similar size and scope developed by its independent executive compensation consultant. The Committee reviews this data and consults with its independent executive compensation consultant to objectively examine external market practices and compare those practices to our internal evaluations and decisions. These studies capture and report: »Competitive external market data, by position, on a base salary, total annual cash incentive compensation (including bonus) and total direct compensation basis; and »Long-term equity grants and the vesting status and valuation methodologies of such grants.

  34. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    | 46 | CNO Financial Group, Inc. 2024 Proxy Statement |

  35. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    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. 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. 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 year, including in 2023, 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 2023 to similar executive positions within CNO. Survey data developed by WTW is utilized for positions where proxy-disclosed information is not available.

  36. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    | 2023 Comparator Peer Companies | | | American Equity Investment Life Holding Co. | Horace Mann Educators Corporation | | American Financial Group, Inc. | Kemper Corporation | | Assurant, Inc. | Lincoln National Corporation | | Brighthouse Financial, Inc. | Primerica, Inc. | | Cincinnati Financial Corporation | Reinsurance Group of America, Incorporated | | Globe Life Inc. | Unum Group | | The Hanover Insurance Group, Inc. | Voya Financial, Inc. |

  37. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    | CNO Financial Group, Inc. 2024 Proxy Statement | 47 |

  38. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    | Summary of Executive Compensation Components | | | | Description | Why We Pay This Component | How We Determine Amount | | Fixed | | | | Fixed Cash Compensation/Base Salary •May be adjusted annually. •The only fixed component. •Smallest percentage of executive compensation. | •To attract, retain and motivate top talent. | •Established using data targeting the 50th percentile for our Comparator Peer Companies. •Adjusted to reflect factors such as job role and responsibility, experience level, performance, retention, future potential and time in position, competitive labor pressures, comparison to market data, and internal equity. | | Variable Annual | | | | Variable Cash Compensation/Annual Cash Incentive and P4P •Earned based on Company, business-segment and individual financial and operational performance. | •To reward our associates, including our executive officers, for delivering targeted financial and operational results that align with our strategic priorities and will contribute to the Company's long-term success. •Serves as primary vehicle for recognizing and differentiating performance each year. | •Established using data targeting the 50th percentile of the market. •Target cash incentive opportunities are expressed as a percentage of base salary. | | Variable Long-Term | | | | Equity Compensation/Performance Shares (P-Shares) •Earned based on achievement of one-year performance goals, each as adjusted by relative TSR over a three-year period. •Three-year cliff vesting. •P-shares account for 55% of the 2023 annual grant target, and were divided evenly between those tied to (1) 2023 Operating ROE and (2) 2023 Operating EPS, each as adjusted by relative TSR over a three-year period. | •To focus management on long-term Company performance. •To balance the short-term focus of the Annual Cash Incentives/P4P by tying rewards to performance achieved over both single- and multi-year periods. •To align the interests of management with those of shareholders. •To help drive long-term shareholder value creation while incentivizing key executive talent. | •The Committee established compensation levels for equity compensation based on competitive market data. •The grant date value of target P-shares awarded may be adjusted annually up or down to reflect performance, potential and other individual considerations. | | Equity Compensation/Restricted Stock Units (RSUs) •Time-vested awards that generally vest over three years. •Realizable value is variable based on long-term stock price appreciation. •In addition to the annual grant, used selectively for retention and recognition. •RSUs account for 45% of the 2023 annual grant target. | •To encourage retention and reward for exceptional performance and/or potential. •To align the interests of management with those of shareholders. | •The Committee established compensation levels for equity compensation based on competitive market data. •The grant date value of RSUs awarded may be adjusted annually up or down to reflect performance, potential and other individual considerations. |

  39. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    | 48 | CNO Financial Group, Inc. 2024 Proxy Statement |

  40. Annual Cash Incentive/P4P Plan

    Annual Cash Incentive/P4P Plan The primary purpose of the Annual Cash Incentive/P4P Plan is to reward our associates, including our executive officers, for delivering targeted financial and operational results. 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. Offering annual cash incentives to eligible associates reflects our performance philosophy at all levels of the organization. Prior to the beginning of the annual performance period, all Annual Cash Incentive/P4P Plan participants are assigned target cash 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. For 2023, the Annual Cash Incentive/P4P plan paid out approximately $30 million, 78% of which was paid to our associates who are not executive officers.

  41. Performance Metrics

    Performance Metrics The table below summarizes the 2023 metrics and weightings for our NEOs under the Annual Cash Incentive/P4P Plan.

  42. Performance Metrics

    | | NEO 2023 Annual Cash incentive/P4P Plan Metrics and Weightings | | | | | | | | Corporate Performance Metrics | Gary C. Bhojwani | Paul H. McDonough | Scott L. Goldberg | Eric R. Johnson | Matthew J. Zimpfer | | | Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses | 30% | 30% | 30% | 20% | 30% | | | Combined Total Life and Health Collected Premium | 10% | 10% | 7% | 7% | 10% | | | Annuity Collected Premium | 10% | 10% | 7% | 7% | 10% | | | Combined Total Fee Revenue | 10% | 10% | 6% | 6% | 10% | | | Investment Performance Metrics (see below) | 20% | 20% | 10% | 40% | 20% | | | Individual Qualitative Assessment (including social component) | 20% | 20% | 20% | 20% | 20% | | | Consumer Division Performance Metrics | | | | | | | | Life and Health NAP | — | — | 7% | — | — | | | Annuity Collected Premium | — | — | 7% | — | — | | | Fee Revenue | — | — | 6% | — | — | | | Total | 100% | 100% | 100% | 100% | 100% | | | Investment Performance Metrics and Weightings | | | | | | | | Effective Yield (GAAP Net Yield %) | 40% | 40% | 40% | 40% | 40% | | | Pre-tax C1/AUM | 35% | 35% | 35% | 35% | 35% | | | Total Return Versus Benchmark | 15% | 15% | 15% | 15% | 15% | | | ESG Investment | 10% | 10% | 10% | 10% | 10% |

  43. Performance Metrics

    These metrics were thoughtfully and prospectively selected as the most significant drivers of our financial success and realistically subject to participants’ influence. Variances in the weightings for Mr. Goldberg and Mr. Johnson reflect their accountabilities for, and influence on, Consumer Division and investment metrics, respectively, in their President, Consumer Division, and Chief Investment Officer roles, respectively. 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 2023 plan was also designed to establish performance levels that are challenging yet achievable, and to appropriately balance risk and reward. These metrics also align with the day-to-day metrics that we use to run the Company.

  44. 2023 Annual Cash Incentive/P4P Plan Financial Metrics Defined

    2023 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. »Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses:* operating earnings before interest expense on corporate debt, income taxes and advertising costs related to our life insurance products that are not eligible for capitalization as deferred acquisition costs. »Combined Total Life and Health Collected Premium:* premiums received, net of reinsurance, on Life and Health products.

  45. 2023 Annual Cash Incentive/P4P Plan Financial Metrics Defined

    | CNO Financial Group, Inc. 2024 Proxy Statement | 51 |

  46. 2023 Annual Cash Incentive/P4P Plan Financial Metrics Defined

    »Annuity Collected Premium:* premiums received, net of reinsurance, on annuity products. »Combined Total Fee Revenue:* fees from third-party policies sold (primarily Medicare Advantage), Broker Dealer/Registered Investment Adviser accounts, and services provided to Optavise clients. »Effective Yield (or GAAP Net Yield %): annual investment income (net of investment expenses) divided by average investible assets for the same period. »Pre-tax C1/AUM: the aggregate of investment asset risk-based capital charges divided by assets under management. Risk-based capital charges are determined based upon factors published by the National Association of Insurance Commissioners (NAIC). This metric measures the risk of credit default or decrease in the value of the assets held in the investment portfolio as a percentage of assets under management. »Total Return Versus Benchmark: the full-year portfolio total return for non-cash investments as compared to the full-year total return for a stated benchmark. It is designed to reward performance generally in line with or exceeding market performance. »ESG Investment: the overall weighted average ESG rating for all CNO general account investments rated by Morgan Stanley Capital International (MSCI). In addition to the above metrics, the following metrics are applicable to Mr. Goldberg: »Consumer Division Life and Health NAP:* measures annualized premiums on new life and health policies issued by the Consumer Division. »Consumer Division Annuity Collected Premium:* premiums received, net of reinsurance, on annuity products within the Consumer Division. »Consumer Division Fee Revenue: fees from third-party policies sold (primarily Medicare Advantage) and Broker Dealer/Registered Investment Adviser accounts within the Consumer Division. *Metric reflects amounts disclosed in, or derivable from, our published quarterly or annual financial results.

  47. Individual Qualitative Metric Defined

    Individual Qualitative Metric Defined 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 CNO’s culture and values to CNO’s business strategy and the critical role that our executive officers play in setting the tone for our culture. For an executive officer to achieve target performance: »Seventy-five percent (75%) of associates on the executive officer’s team would participate in four hours of voluntary diversity, equity and inclusion education or activities provided by CNO Business Resource Groups and online education programs; and »The executive officer’s team would have an average engagement score of at least 8.5 determined by our annual Voice Survey of associates. The engagement score measures associate satisfaction with our inclusion and belonging efforts, corporate values, work environment, career prospects and brand. A score of 8.5 (on a scale of 10) aligns with the top 25% of the Voice Survey’s financial services industry benchmark. A score of 8.1 is required to achieve threshold performance. Qualitative metric results are determined by the HRCC using a variety of sources, including: »Peer-level input during quarterly business reviews; »CEO assessment (other than for the CEO); »HRCC observation and assessment of an NEO’s overall performance and contribution to Company success and culture; and »For the “social” component, (1) time logged by associates on voluntary diversity, equity and inclusion education and activities and (2) Voice Survey associate engagement score results. In addition, the qualitative metric is capped. If Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses is below threshold performance, this metric can achieve no greater than its target payout level.

  48. 2023 Payout Opportunities

    2023 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. »Target Annual Cash Incentive/P4P Plan as a percentage of each NEO base salary: •Mr. Bhojwani, 160% •Other NEOs, 100% »Threshold payout: 50% of target payout »Target payout: 100% of target payout »Maximum payout: 200% of target payout A linear interpolation is used to determine payout percentages between threshold and target performance and target and maximum performance.

  49. 2023 Annual Cash Incentive/P4P Plan Targets

    2023 Annual Cash Incentive/P4P Plan Targets The Committee finalized the targets in February 2023 for each of the performance metrics at levels that it considered demanding and fair for the reasons set forth below. 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 2023, 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 2023, no changes were made to the methodology by which we determine the Annual Cash Incentive/P4P performance ranges. Target values were set equal to the Company’s 2023 business plan. Minimum and maximum values were set using a percentage range consistent with the prior year’s range, with equivalent percentage changes from the target to the maximum and from the threshold to the target. The width of the performance ranges takes into account the potential impact of external forces such as geopolitical events, inflation dynamics, recession concerns and labor market conditions. When finalizing the performance ranges in February 2023, the HRCC also considered the uncertainty related to the adoption of a new accounting standard related to targeted improvements to the accounting for long-duration insurance contracts, which became effective on January 1, 2023. Most 2023 targets incorporated growth over both 2022 as reported and as reported excluding significant items, except for (1) Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses; (2) Consumer Division Fee Revenue and (3) within the investment performance metrics, Pre-tax C1/AUM. Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses in 2022 were recast to reflect the adoption of a new accounting standard related to targeted improvements to the accounting for long-duration insurance contracts, which became effective on January 1, 2023. The Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses target of $604.7 million (“MM”) was set below 2022 as reported ($623.5 MM), but above 2022 as reported excluding significant items ($600.3 MM). The Committee and management believe that the exclusion of significant items from plan vs. prior year comparisons typically forms a more accurate comparison as it adjusts for items that are unusual in nature or unlikely to recur during the plan year. The 2022 significant items included a one-time $22.5 million experience refund related to a third-party reinsurance agreement, and $0.7 million of net favorable impact arising from our comprehensive annual actuarial review. As these significant items were both unusual and non-recurring, they were appropriately excluded as a point of comparison when setting the 2023 business plan. The 2023 target reflected a slight increase over the 2022 results, excluding significant items. When setting the 2023 business plan, we expected relatively flat earnings in 2023, in the context of an evolving business climate as net favorable pandemic impacts were expected to subside and rising interest rates were expected to adversely impact economic conditions. Our expectations regarding economic conditions were informed by then-current third-party economic projections, including those reflected in economic scenarios published by nationally recognized statistical rating organizations. The Consumer Division Fee Revenue target of $124.1 MM was set slightly below the 2022 as reported total of $125.2 MM. When setting the 2023 business plan, we projected the favorable impacts from our revenue recognition

  50. 2023 Annual Cash Incentive/P4P Plan Targets

    | CNO Financial Group, Inc. 2024 Proxy Statement | 53 |

  51. 2023 Annual Cash Incentive/P4P Plan Targets

    assumptions related to our recognition of estimated net lifetime revenue from the sale of third-party Medicare Advantage plans to subside. Changes in assumptions used to estimate the lifetime revenue favorably impacted results in 2022; however, that impact was not expected to recur in our 2023 results to the same extent as in 2022. Within the investment performance metrics, the Pre-tax C1/AUM target of 1.60% was set in line with the Company’s 2023 risk-based capital plan while taking into consideration the target yield. The 2022 as reported Pre-tax C1/AUM was 1.34%. When setting the 2023 business plan, we forecasted the potential need to take incremental investment risk to achieve target net investment income given the then-current interest rate environment. We also forecasted the potential for higher C1 charges as a result of bond rating downgrades triggered by then-anticipated recessionary economic conditions. As referenced above, our expectations regarding economic conditions were informed by then-current third-party economic projections, including those reflected in economic scenarios published by nationally recognized statistical rating organizations. The table below summarizes 2022 actual results (as reported and as reported excluding significant items) and the 2023 plan targets, thresholds and maximums.

  52. 2023 Annual Cash Incentive/P4P Plan Targets

    | | 2022 Results | | 2023 Annual Cash Incentive/P4P Plan Performance Levels | | | | Corporate Performance Metrics | 2022 As Reported | 2022 Excluding Significant Items | Threshold | Target | Maximum | | Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses* | $623.5 MM | $600.3 MM | $423.3 MM | $604.7 MM | $786.1 MM | | Combined Total Life and Health Collected Premium | $2,520.2 MM | $2,520.2 MM | $2,400.7 MM | $2,527.1 MM | $2,653.5 MM | | Annuity Collected Premium | $1,604.6 MM | $1,604.6 MM | $1,498.1 MM | $1,664.5 MM | $1,831.0 MM | | Combined Total Fee Revenue | $169.3 MM | $169.3 MM | $148.8 MM | $175.0 MM | $201.3 MM | | Consumer Division Performance Metrics | 2022 As Reported | 2022 Excluding Significant Items | Threshold | Target | Maximum | | Life and Health NAP | $315.8 MM | $315.8 MM | $304.5 MM | $338.3 MM | $372.1 MM | | Annuity Collected Premium | $1,604.6 MM | $1,604.6 MM | $1,498.1 MM | $1,664.5 MM | $1,831.0 MM | | Fee Revenue | $125.2 MM | $125.2 MM | $111.7 MM | $124.1 MM | $136.5 MM | | Investment Performance Metrics | 2022 As Reported | 2022 Excluding Significant Items | Threshold | Target | Maximum | | Effective Yield (GAAP Net Yield %) | 4.86% | — | 4.34% | 4.88% | 5.42% | | Pre-tax C1/AUM | 1.34% | — | 1.76% | 1.60% | 1.44% | | Total Return Versus Benchmark | -11.0 bps | — | ≥ −150 bps of benchmark performance | Plan >0 | ≥ +150 bps of benchmark performance | | ESG Investment | 6.54% | — | 5.76% | 6.55% | 7.34% |

  53. 2023 Annual Cash Incentive/P4P Plan Targets

    *The 2022 amounts were recast to reflect the adoption of a new accounting standard related to targeted improvements to the accounting for long-duration insurance contracts, which became effective on January 1, 2023.

  54. 2023 Annual Cash Incentive/P4P Plan Targets

    | 54 | CNO Financial Group, Inc. 2024 Proxy Statement |

  55. 2023 Annual Cash Incentive/P4P Plan Results

    2023 Annual Cash Incentive/P4P Plan Results The Committee has the authority to adjust performance goals or results for the impact of certain industry, market or Company-specific special items from year to year. The Board takes very seriously the consideration of any such adjustments and generally prefers to avoid such modifications. Nonetheless, the Board is responsible for ensuring that management acts in the best interests of shareholders, regardless of the impact on its incentives. Therefore, we are of the view that any adjustment must relate to items that are (1) material; (2) non-recurring or unusual in nature; and (3) beyond management’s control or, if controllable, reflect actions taken that are determined to be in the long-term best interests of the Company and its shareholders. These adjustments may vary from year to year and may have either a favorable or unfavorable impact on the funding of the Annual Cash Incentive/P4P Plan. The Committee considered each of the significant items as referenced in our external reporting for potential adjustments in determining the 2023 Annual Cash Incentive/P4P Plan payouts. The significant item relating to our comprehensive annual actuarial review (a $33.9 million net favorable impact) was determined to be material, non-recurring and beyond management’s control. This item was excluded in determining the 2023 Annual Cash Incentive/P4P Plan payouts, reducing the total bonus pool (which covers the NEOs and the majority of our associates) by approximately 3.6%. The adjusted amounts are reflected in the “2023 Excluding Significant Items” column in the table below. The other significant item, legal recoveries, net of expenses and increased legal accruals (a $21.7 million net favorable impact), was not excluded when determining the 2023 Annual Cash Incentive/P4P Plan payouts. This item was a direct result of management’s recovery efforts, and the recoveries were in the long-term best interests of the Company and its shareholders. Legal expenses incurred in pursuit of these recoveries reduced prior period operating earnings metrics used to determine Annual Cash Incentive/P4P Plan payouts. The tables below summarize 2023 results by metric.

  56. 2023 Annual Cash Incentive/P4P Plan Results

    | Corporate Performance Metrics | 2023 Target* | 2023 As Reported | 2023 Excluding Significant Items | Payout % of Target | | Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses | $604.7 MM | $614.7 MM | $580.8 MM | 93% | | Combined Total Life and Health Collected Premium | $2,527.1 MM | $2,514.8 MM | $2,514.8 MM | 95% | | Annuity Collected Premium | $1,664.5 MM | $1,583.2 MM | $1,583.2 MM | 76% | | Combined Total Fee Revenue | $175.0 MM | $177.6 MM | $177.6 MM | 110% |

  57. 2023 Annual Cash Incentive/P4P Plan Results

    | Consumer Division Performance Metrics | 2023 Target* | 2023 As Reported | Payout % of Target | | Life and Health NAP | $338.3 MM | $336.2 MM | 97% | | Annuity Collected Premium | $1,664.5 MM | $1,583.2 MM | 76% | | Fee Revenue | $124.1 MM | $140.8 MM | 200% |

  58. 2023 Annual Cash Incentive/P4P Plan Results

    | Investment Performance Metrics | 2023 Target* | 2023 As Reported | Payout % of Target | | Effective Yield (GAAP Net Yield %) | 4.88% | 4.71% | 84% | | Pre-tax C1/AUM | 1.60% | 1.32% | 150% | | Total Return Versus Benchmark | Plan >0 | 29 bps | 110% | | ESG Investment | 6.55% | 6.74% | 112% |

  59. 2023 Annual Cash Incentive/P4P Plan Results

    *See page 54 for additional detail on the threshold, target and maximum performance targets for the 2023 Annual Cash Incentive/P4P Plan.

  60. 2023 Annual Cash Incentive/P4P Plan Results

    | CNO Financial Group, Inc. 2024 Proxy Statement | 55 |

  61. 2023 Annual Cash Incentive/P4P Plan Results

    For 2023, the Annual Cash Incentive/P4P plan paid out approximately $30 million, 78% of which was paid to our associates who are not executive officers. The table below sets forth the actual 2023 cash bonuses paid out to the NEOs pursuant to our Annual Cash Incentive/ P4P Plan. These figures combine the individual performance opportunities, weightings and targets previously discussed.

  62. 2023 Annual Cash Incentive/P4P Plan Results

    | 2023 Annual Cash Incentive/P4P Plan Payouts(1) | | | | | | | | | | Named Executive Officer | Target Annual P4P Incentive(2) | | Actual Performance | | | | Total P4P Payout | | | | | | Financial Metrics (80% of Total) | | Qualitative Metric (20% of Total) | | | | | | % of Base Salary | $ | % | $ | % | $ | % of Target | $ | | Gary C. Bhojwani | 160 | 1,704,000 | 104 | 1,412,499 | 105 | 357,840 | 104 | 1,770,339 | | Paul H. McDonough | 100 | 684,000 | 104 | 566,989 | 105 | 143,640 | 104 | 710,629 | | Scott L. Goldberg | 100 | 635,000 | 105 | 533,710 | 97 | 123,190 | 103 | 656,900 | | Eric R. Johnson | 100 | 635,000 | 114 | 576,754 | 97 | 123,190 | 110 | 699,944 | | Matthew J. Zimpfer | 100 | 610,000 | 104 | 505,648 | 115 | 140,300 | 106 | 645,948 |

  63. 2023 Annual Cash Incentive/P4P Plan Results

    (1)Variances between values and totals may exist due to rounding. (2)Target amounts are calculated based on salary at year-end. Qualitative metric results are determined by the Committee using a variety of sources, including peer-level input during quarterly business reviews, CEO assessment (other than for the CEO), and Committee observation and assessment. Since Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses was above threshold performance, this metric was not capped at its target payout level. For 2023, NEO qualitative metric payouts ranged from 97% to 115% of target. These results reflect each NEO’s: »Leadership in, and contribution to, our strategic priorities; »Contribution to driving our mission, purpose, values and goals; »Contribution to our corporate culture and corporate social responsibility; »Progress toward engaging 75% of their associates in four hours of voluntary diversity, equity and inclusion education and participation activities; »Voice Survey associate engagement score results; »Progress on succession planning, as well as recruiting and retaining top talent.

  64. Long-Term Incentives

    Long-Term Incentives

  65. Design and Changes

    Design and Changes The design of our 2023 long-term incentives is consistent with the 2022 design. The design strongly links pay to performance, supports the advancement of the Company’s strategic priorities, aligns with our 2023 compensation program objectives (as summarized earlier) and measures performance in areas of focus. For 2023, our long-term incentive award mix and performance metrics remained the same. Our equity award mix consists of two award types — performance-based awards (P-shares) and restricted stock units (RSUs). This aligns with prevalent market practice. 2023 grants maintained a mix of 55% P-shares and 45% RSUs, placing a greater emphasis on our P-shares while balancing the retentive qualities of time-vested RSUs. The P-share awards with respect to the performance period commencing on January 1, 2023 and ending on December 31, 2025 will pay out after three years based on one-year Operating ROE and one-year Operating EPS, each as adjusted by the relative TSR for the three-year period. Dividend equivalents are paid on P-shares upon vesting. This is the same design as the prior year’s P-share awards commencing on January 1, 2022 and ending on December 31, 2024. The HRCC determined that the continued use of the three-year relative TSR modifier and three-year cliff vesting on one-year P-share metrics continues to be appropriate. One-year metrics provide greater ability to forecast and influence business results and are balanced by both a three-year cliff vesting, which encourages executive retention, and a three-year relative TSR modifier, which aligns payouts with shareholder experience over the three-year time horizon. Continued use of Operating ROE aligns with shareholder interests. Continued use of Operating EPS provides a clear gauge of performance, requiring solid operational execution, as well as disciplined capital management, and is a metric closely followed by both sell-side analysts and buy-side investors. Comparing TSR to a group of industry peer companies measures our ability to perform relative to those affected by the same macroeconomic conditions. The RSUs awarded in 2023 vest ratably over a three-year period. Dividend equivalents are paid on RSUs upon vesting. In determining the 2023 annual grant, the HRCC considered a dollar amount of equity to be awarded and calculated the number of P-shares and RSUs to be granted to each executive officer. To be eligible to vest in long-term incentive awards, NEOs generally must continue to be employed by CNO through the vesting dates or satisfy the definitions of “Retirement,” “Death” or “Disability” in our award agreements or upon an involuntary termination within six months in anticipation of or within two years after a Change in Control (as defined in our award agreements). For additional information on the terms of our equity-based awards, see page 69.

  66. Long-Term Incentive Plan Grants in 2023

    Long-Term Incentive Plan Grants in 2023 The table below shows the number of P-shares and RSUs, and the grant date fair value of such awards granted to our NEOs in 2023.

  67. Long-Term Incentive Plan Grants in 2023

    | 2023 Annual LTI Grants | | | | | | P-Shares | | RSUs | | Named Executive Officer | Operating ROE | Operating EPS | | | Gary C. Bhojwani | 66,700 | 66,700 | 112,600 | | Grant Date Fair Value | $1,835,584 | $1,835,584 | $2,879,182 | | Paul H. McDonough | 18,500 | 18,500 | 31,300 | | Grant Date Fair Value | $509,120 | $509,120 | $800,341 | | Scott L. Goldberg | 11,400 | 11,400 | 19,200 | | Grant Date Fair Value | $313,728 | $313,728 | $490,944 | | Eric R. Johnson | 11,100 | 11,100 | 18,700 | | Grant Date Fair Value | $305,472 | $305,472 | $478,519 | | Matthew J. Zimpfer | 11,100 | 11,100 | 18,700 | | Grant Date Fair Value | $305,472 | $305,472 | $478,519 |

  68. P-Share Performance Metrics Defined

    P-Share Performance Metrics Defined The following provides additional detail in explaining and defining the metrics that are applicable to the NEOs’ P-shares. »Operating ROE excluding significant items: net operating income divided by average equity. In calculating average equity, we exclude accumulated other comprehensive income or loss (“AOCI”) and deferred tax assets related to net operating losses (“NOLs”). It is common industry practice to exclude AOCI from the equity component of the Operating ROE calculation as it can be highly volatile due to changes in general market interest rates rather than a result of the business decisions made by management. Our deferred tax assets related to NOLs are excluded as these assets do not provide any return to shareholders until after the NOLs are utilized, reducing taxes that otherwise would be due. Operating ROE is an absolute measure, which is directly linked to the Company’s business plan and is one of the tools used by the investment community to evaluate our performance and assess valuation. This definition aligns with CNO’s external reporting of Operating ROE excluding significant items. »Operating EPS excluding significant items: net operating income divided by the weighted average number of diluted shares outstanding. Net operating income is defined as net income excluding: (1) net realized investment gains or losses from sales, impairments and change in allowance for credit losses, net of taxes; (2) net change in market value of investments recognized in earnings, net of taxes; (3) changes in fair value of embedded derivative liabilities and market risk benefits related to our fixed indexed annuities, net of taxes; (4) fair value changes related to the agent deferred compensation plan, net of taxes; (5) loss related to reinsurance transaction, net of taxes; (6) loss on extinguishment of debt, net of taxes; (7) changes in the valuation allowance for deferred tax assets and other tax items; and (8) other non-operating items consisting primarily of earnings attributable to variable interest entities (“VIEs”), net of taxes. Operating EPS is used consistently by CNO’s management to evaluate the operating performance of the Company and is a measure commonly used in the life insurance industry. Management and the Board share the view that an analysis of Operating EPS is important in understanding the profitability and operating trends of the Company’s business. This definition aligns with CNO’s external reporting of Operating EPS excluding significant items.

  69. P-Share Performance Metrics Defined

    | 58 | CNO Financial Group, Inc. 2024 Proxy Statement |

  70. P-Share Performance Metrics Defined

    »Relative TSR: The three-year modifier is a relative measure of TSR based on our stock price performance relative to a group of industry peer companies (“TSR Performance Peers”). For additional information on the TSR Performance Peers, see page 62. Shares that vest after three years based on one-year financial performance may be modified by the relative TSR result over the three-year period. If relative TSR performance is at the 75th percentile or above, vested shares will increase by 25%. Relative TSR at the 25th percentile or lower will reduce vested shares by 25%. No modification occurs when performance is between the 25th and 75th percentile. The TSR modifier cannot increase the P-share payout above the cap of 200%. Use of the TSR modifier maintains a long-term performance outlook and aligns payouts with shareholder experience over the three-year time horizon. Operating ROE excluding significant items and Operating EPS excluding significant items are non-GAAP financial measures. For additional information on these non-GAAP financial measures and reconciliations to the applicable GAAP measures, see Annex A—Information Related to Certain Non-GAAP Financial Measures to this Proxy Statement and the information set forth in our periodic filings with the SEC.

  71. 2023−2025 P-Share Performance Metrics and Targets

    2023−2025 P-Share Performance Metrics and Targets The Committee finalized the targets in February 2023 for each of the performance metrics at levels that it considered demanding and fair for the reasons set forth below. 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 2023, 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. The 2023 Operating ROE target was set equal to our business plan at 9.3%, which is lower than 2022 as reported Operating ROE (10.8%) and Operating ROE as reported excluding significant items (10.3%). The 2023 Operating EPS target was set equal to our business plan at $3.01, which is lower than 2022 as reported Operating EPS ($3.06) but higher than 2022 Operating EPS as reported excluding significant items ($2.91). The 2022 amounts were recast to reflect the adoption of a new accounting standard related to targeted improvements to the accounting for long-duration insurance contracts, which became effective on January 1, 2023. The Committee and management believe that the exclusion of significant items from plan vs. prior year comparisons typically forms a more accurate comparison as it adjusts for items that are unusual in nature or unlikely to recur during the plan year. The 2022 significant items included a one-time $22.5 million experience refund related to a third-party reinsurance agreement, and $0.7 million of net favorable impact arising from our comprehensive annual actuarial review. As these significant items were both unusual and non-recurring, they were appropriately excluded as a point of comparison when setting the 2023 business plan. When setting the 2023 business plan, we expected relatively flat earnings in 2023, in the context of an evolving business climate as net favorable pandemic impacts were expected to subside and rising interest rates were expected to adversely impact economic conditions. As referenced above, our expectations regarding economic conditions were informed by then-current third-party economic projections, including those reflected in economic scenarios published by nationally recognized statistical rating organizations. The 2023−2025 P-share grant requires a threshold-level performance to receive 50% of the target number of shares, and the upside opportunity for maximum performance is 200% of the target number of shares. The payout will be based on 2023 results, as adjusted by the three-year relative TSR modifier. The relative TSR modifier will be applied at the end of the three-year performance period. Dividend equivalents are paid on P-shares upon vesting. In 2023, no changes were made to the methodology by which we determine P-share performance ranges. Target values were set equal to the Company’s 2023 business plan. Minimum and maximum values were set using a percentage range consistent with the prior year’s range, with equivalent percentage changes from the target to the maximum and from the threshold to the target. The width of the performance ranges takes into account the potential impact of external forces such as geopolitical events, inflation dynamics, recession concerns and labor market conditions. When finalizing the performance ranges in February 2023, the HRCC also considered the uncertainty related to the adoption of a new accounting standard related to targeted improvements to the accounting for long-duration insurance contracts, which became effective on January 1, 2023. The Company reported Operating ROE(1) excluding significant items of 8.6% and Operating EPS(1) excluding significant items of $2.72 for 2023. These results reflect potential payouts of 92.6% and 90.3%, respectively, prior to applying the relative TSR modifier over 2023−2025.

  72. 2023−2025 P-Share Performance Metrics and Targets

    | CNO Financial Group, Inc. 2024 Proxy Statement | 59 |

  73. 2022−2024 P-Share Performance Metrics and Targets

    2022−2024 P-Share Performance Metrics and Targets »The 2022−2024 P-share grant was evenly split between one-year Operating ROE and one-year Operating EPS, each as adjusted by relative TSR for the three-year period. The relative TSR modifier decreases shares by 25% when three-year relative TSR performance is at the 25th percentile or lower or increases shares by 25% when performance is at the 75th percentile or higher. No modification occurs when performance is between the 25th and 75th percentile. »The Operating ROE and Operating EPS targets were established in early 2022 based on our strategic goals and business plan at that time. The 2022 Operating ROE target was set equal to our business plan at 9.5%, which is lower than 2021 as reported Operating ROE (12.1%) and Operating ROE as reported excluding significant items (11.8%). The 2022 Operating EPS target was set equal to our business plan at $2.50, which is lower than 2021 as reported Operating EPS ($2.79) and Operating EPS as reported excluding significant items ($2.72). The lower target ROE and EPS reflected our expectation that the net favorable pandemic impacts on insurance product margin and the out-performance of variable net investment income in 2021 would moderate in 2022. In addition, the lower target ROE in 2022 as compared to 2021 reflected an expected increase in average shareholders’ equity, as adjusted, due in part to the Company’s utilization of its net operating losses. »The 2022−2024 P-share grant requires a threshold-level performance to receive 50% of the target number of shares, and the upside opportunity for maximum performance is 200% of the target number of shares. The payout will be based on the 2022 results set forth below, as adjusted by the three-year relative TSR modifier. Dividend equivalents are paid on P-shares upon vesting. »The Company reported Operating ROE(1) excluding significant items of 8.1% and Operating EPS(1) excluding significant items of $2.18 for 2022. These results reflect potential payouts of 85.1% and 87.2%, respectively, prior to applying the relative TSR modifier over 2022−2024. The relative TSR modifier will be applied at the end of the three-year performance period.

  74. 2021−2023 P-Share Results and Payouts

    2021−2023 P-Share Results and Payouts »The 2021−2023 P-share grant was evenly split between one-year Operating ROE and one-year Operating EPS, each as adjusted by relative TSR for the three-year period. The relative TSR modifier decreases shares by 25% when three-year relative TSR performance is at the 25th percentile or lower or increases shares by 25% when performance is at the 75th percentile or higher. No modification occurs when performance is between the 25th and 75th percentile. »The Operating ROE and Operating EPS targets were established in early 2021 based on our strategic goals and business plan at that time. The 2021 Operating ROE target was set equal to our business plan at 8.4%, which is lower than 2020 as reported Operating ROE (12.9%) and Operating ROE as reported excluding certain material, non-recurring items (11.9%). The 2021 Operating EPS target was set equal to our business plan at $1.88, which is lower than 2020 as reported Operating EPS ($2.53) and Operating EPS as reported excluding certain material, non-recurring items ($2.34). The lower target ROE and EPS reflected our expectation that the net favorable pandemic impacts on insurance product margin and the out-performance of variable net investment income in 2020 would moderate in 2021. In addition, the lower target ROE in 2021 as compared to 2020 reflected an expected increase in average shareholders’ equity, as adjusted, due in part to the Company’s utilization of its net operating losses. »The 2021−2023 P-share grant requires a threshold-level performance to receive 50% of the target number of shares, and the upside opportunity for maximum performance is 200% of the target number of shares. The payout is based on 2021 results, as adjusted by the three-year relative TSR modifier. Dividend equivalents are paid on P-shares upon vesting. »Our 2021−2023 results generated a 2021−2023 P-share payout of (1) 135.9% for P-shares based on 2021 Operating ROE and (2) 142.4% for P-shares based on 2021 Operating EPS, in each case, after applying the three-year relative TSR modifier (which decreased the payout by 25%). The tables below summarize the 2021−2023 P-share metrics, results and payout. The 2021−2023 P-share payout reflects (1) solid 2021 financial results; (2) continued progress optimizing our business realignment amidst continued COVID-related disruption; and (3) a 2021-2023 relative TSR below peers due to our earlier (2020) COVID-related share price recovery, compared to many of our peers who experienced a recovery in 2021 and/or 2022. (1) Operating ROE and Operating EPS are non-GAAP financial measures. See Annex A for a reconciliation to the corresponding GAAP measure.

  75. 2021−2023 P-Share Results and Payouts

    | 60 | CNO Financial Group, Inc. 2024 Proxy Statement |

  76. 2021−2023 P-Share Results and Payouts

    | 2021 Operating ROE Performance(1) | % Amount | 3-Year Relative TSR Performance (1/1/21 to 12/31/23) | TSR Performance Share Modifier | | ≥ 12.6% | 200% | ≥ 75th Percentile | +25% | | 8.4% (Target) | 100% | Between 25th Percentile and 75th Percentile | NO ADJUSTMENT | | 4.2% (Threshold) | 50% | ≤ 25th Percentile | −25% | | < 4.2% | NO PAYOUT | | | | As Reported Excluding Significant Items: 11.8% | Payout % of Target: 181.2% | Actual Results: 28.4% 8th Percentile | Modifier %: -25% Payout % of Target: 135.9% |

  77. 2021−2023 P-Share Results and Payouts

    | 2021 Operating EPS Performance(1) | % Amount | 3-Year Relative TSR Performance (1/1/21 to 12/31/23) | TSR Performance Share Modifier | | ≥ $2.82 | 200% | ≥ 75th Percentile | +25% | | $1.88 (Target) | 100% | Between 25th Percentile and 75th Percentile | NO ADJUSTMENT | | $0.94 (Threshold) | 50% | ≤ 25th Percentile | −25% | | < $0.94 | NO PAYOUT | | | | As Reported Excluding Significant Items: $2.72 | Payout % of Target: 189.9% | Actual Results: 28.4% 8th Percentile | Modifier %: -25% Payout % of Target: 142.4% |

  78. 2021−2023 P-Share Results and Payouts

    The HRCC has the authority to adjust results for the impact of certain industry, market or Company-specific special items from year to year. The Board takes very seriously the consideration of such adjustments and generally prefers to avoid such modifications. Nonetheless, the Board is responsible for ensuring that management acts in the best interests of shareholders, regardless of the impact on its incentives. Therefore, we are of the view that any adjustment must relate to items that are (1) material; (2) non-recurring or unusual in nature; and (3) beyond management’s control or, if controllable, reflect actions taken that are determined to be in the long-term best interests of the Company and its shareholders. These adjustments may vary from year to year and may have either a favorable or unfavorable impact on the funding of long-term incentives. The HRCC did not apply any adjustments for the 2021−2023 P-shares. (1) Operating ROE and Operating EPS are non-GAAP financial measures. See Annex A for a reconciliation to the corresponding GAAP measure.

  79. 2021−2023 P-Share Results and Payouts

    | CNO Financial Group, Inc. 2024 Proxy Statement | 61 |

  80. 2021−2023 P-Share Results and Payouts

    The table below shows actual Operating ROE and Operating EPS P-share vesting for NEOs related to the 2021−2023 award.

  81. 2021−2023 P-Share Results and Payouts

    | P-Share Vesting for the 2021−2023 Performance Period | | | | | | Named Executive Officer | Metric(1) | P-Shares Granted | P-Shares Opportunity Earned (% of Target) | P-Shares Vested(2) | | Gary C. Bhojwani | Operating ROE Operating EPS | 59,250 59,250 | 135.9% 142.4% | 80,520 84,372 | | Paul H. McDonough | Operating ROE Operating EPS | 13,350 13,350 | 135.9% 142.4% | 18,142 19,010 | | Scott L. Goldberg | Operating ROE Operating EPS | 10,300 10,300 | 135.9% 142.4% | 13,997 14,667 | | Eric R. Johnson | Operating ROE Operating EPS | 10,300 10,300 | 135.9% 142.4% | 13,997 14,667 | | Matthew J. Zimpfer | Operating ROE Operating EPS | 10,300 10,300 | 135.9% 142.4% | 13,997 14,667 |

  82. 2021−2023 P-Share Results and Payouts

    (1)Operating ROE and Operating EPS are non-GAAP financial measures. See Annex A for a reconciliation to the corresponding GAAP measure. (2)Variances between values and totals may exist due to rounding.

  83. Total Shareholder Return Performance Peers

    Total Shareholder Return Performance Peers Our Comparator Peer Companies are one source used to develop our TSR Performance Peers. However, TSR Performance Peers may differ from our Comparator Peer Companies because of the use of additional selection criteria not related to organizational size and competition for executive talent. These criteria include insurance product mix, stock price correlation, ownership concentration and macroeconomic response similarities. The Committee is of the view that the use of a second peer group that is developed with these variances from the Comparator Peer Companies serves as a more accurate comparison of our relative TSR performance. The Committee reviews the TSR Performance Peers annually and obtains feedback from its independent executive compensation consultant on their continued appropriateness. For additional information on the selection of the Comparator Peer Companies, see pages 46–47. Following feedback received from our shareholder outreach program, as well as an extensive analysis of existing and potential peers undertaken in 2019, the Committee determined that changes to our TSR Performance Peers were appropriate beginning with our 2020 performance period. The TSR Performance Peers below are used to determine the value of the modifier of our 2021−2023, 2022−2024 and 2023−2025 P-share grants. Due to its acquisition, Athene Holding Ltd. was removed as a TSR performance peer for the 2021−2023 and future P-share grants. American Equity Investment Life Holding Co. will be removed as a TSR Performance Peer upon closing of its pending acquisition by Brookfield Reinsurance.

  84. Amended Employment Agreement and Executive Agreements

    Amended Employment Agreement and Executive Agreements Pursuant to our CEO’s employment agreement, our severance plan, and the terms of award agreements made in accordance with our equity-based compensation plans, NEOs are entitled to payments and benefits upon the occurrence of certain specified events, including qualifying terminations of employment. The specific terms of these arrangements are described below, and an estimate of the amounts that would have been payable had the qualifying terminations occurred as of fiscal year-end are set forth in the section entitled “Potential Payments Upon Termination or Change in Control” beginning on page 74. The termination benefits for which our NEOs are eligible were negotiated and entered into in order to address competitive concerns in the NEO recruitment and retention process. The Committee also received advice from its independent executive compensation consultant about these benefits. Providing highly qualified and skilled individuals with a fixed amount of compensation offsets the potential risk of departure from a prior employer and/or foregoing other opportunities in order to join our Company. At the time of entering into such arrangements, the HRCC carefully considers both the desirability of hiring a particular individual at the proposed compensation and also the Company’s aggregate potential obligations to our NEOs as a group. Chief Executive Officer. The Company is a party to an amended employment agreement with Mr. Bhojwani that governs the terms of his employment as the Company’s Chief Executive Officer for a term through April 1, 2028 (which term was extended from December 31, 2023 by an amendment entered into on November 10, 2023) with automatic one-year extensions thereafter, unless either party provides 90 days’ prior written notice of non-renewal (the “Amended CEO Agreement”) unless earlier terminated in accordance with its terms or renewed or extended by mutual agreement. The Amended CEO Agreement subjects Mr. Bhojwani to non-solicitation and non-competition covenants that apply during the term and for one year thereafter. The Amended CEO Agreement provides for an annual base salary of $1,030,000, with increases from time to time based on Mr. Bhojwani’s performance, and an annual performance-based bonus with a target of 160% of base salary with respect to any calendar year. The threshold payout for Mr. Bhojwani is 50% of his target payout pursuant to the P4P Plan, and the maximum payout pursuant to the Amended CEO Agreement is 200% of his target payout. In the event that Mr. Bhojwani’s employment is terminated by the Company without “Just Cause” or by Mr. Bhojwani “With Reason” (both as defined in the Amended CEO Agreement), or following expiration of the term of the Amended CEO Agreement if no extension has been offered by the Company on substantially the same or better terms, Mr. Bhojwani is eligible to receive the following benefits: (1) a pro rata bonus for the year of termination; (2) a lump-sum severance payment equal to two times the sum of (a) his base salary plus (b) the target bonus; (3) outplacement services for a period of up to twelve months; (4) a lump-sum payment for six months of financial and tax preparation services in an amount not to exceed $10,000; and (5) up to twelve months of fully subsidized coverage for certain health and welfare benefits. In the event that such termination occurs within six months in anticipation of or within two years following a “Change in Control” (as defined in the Amended CEO Agreement), Mr. Bhojwani would be eligible to receive the same benefits, except that (a) the lump-sum severance payment described in clause (2) above would equal three times the sum of (i) his base salary plus (ii) the target bonus and (b) the subsidized health and welfare benefits described in clause (5) above would be provided for up to 24 months. The receipt of such benefits is conditioned on Mr. Bhojwani’s timely execution of a general release of claims in favor of the Company. Other Executive Officers. On August 6, 2019, the HRCC approved and adopted the CNO Executive Severance Pay Plan, as restated effective September 1, 2023 (the “Severance Plan”). The Severance Plan covers the executive officers of the Company who report to the Company’s Chief Executive Officer, including the NEOs. Under the terms of the Severance Plan, in the event that the employment of an NEO (other than Mr. Bhojwani) is terminated by the Company without “Just Cause” or by such NEO “With Reason” (in each case, as defined in the Severance Plan), such NEO is eligible to receive the following benefits: (1) a pro rata bonus for the year of termination; (2) a lump-sum severance payment equal to one and one-half times the sum of (a) the NEO’s base salary plus (b) the target bonus, in each case, as in effect as of the termination date; (3) outplacement services for a period of up to twelve months; (4) a lump-sum payment for six months of financial and tax preparation services in an amount not to exceed $10,000; (5) continuation of tuition assistance under the Company’s tuition assistance plan in effect on the termination date if the NEO applied for such assistance prior to termination; and (6) up to eighteen months of subsidized coverage for certain health and welfare benefits (equal to the employer’s portion of premiums made for active employees immediately prior to the termination date, subject to any changes in plans or coverage tiers as elected by the NEO and permitted under applicable law). In the event that such termination occurs within six months in anticipation of or within two years following a “Change in Control” (as defined in the Severance Plan), the NEO would be eligible to receive the same benefits, except that the lump-sum severance payment described in clause (2) above would equal two times the sum of (i) the NEO’s base salary plus (ii) the target bonus. At the discretion of the plan administrator, the receipt of such

  85. Amended Employment Agreement and Executive Agreements

    | CNO Financial Group, Inc. 2024 Proxy Statement | 63 |

  86. Amended Employment Agreement and Executive Agreements

    benefits may be conditioned on the NEO’s execution of a general release of claims in favor of the Company, and, in general, the Company may amend or terminate the Severance Plan at any time. In connection with the adoption of the Severance Plan, the HRCC approved, and each NEO (other than Mr. Bhojwani) entered into, a Confidential Information and Non-Solicitation Agreement (the “Executive Agreement”) with the Company, effective August 6, 2019, pursuant to which each such NEO agreed to be bound by a non-solicitation covenant that applies during the executive officer’s term of employment and for a period of one year thereafter. Mr. Goldberg’s Executive Agreement also includes a non-competition covenant that applies during his term of employment and for a period of one year thereafter.

  87. Prohibition Against Hedging, Pledging or Derivative Transactions

    Prohibition Against Hedging, Pledging or Derivative Transactions It is a violation of Company policy for any director or executive officer (including NEOs) to engage in pledging or hedging activities related to our equity securities, including holding CNO shares in margin accounts. They are also prohibited from engaging in any transaction involving any derivative securities related to CNO shares. This prohibition does not apply, however, to any exercise of our Stock Options pursuant to our Amended and Restated Long-Term Incentive Plan or any other benefit plans that we may adopt from time to time, any sale of our stock in connection with any cashless exercise (if otherwise permitted), or payment of withholding tax upon the exercise, of any such Stock Option.

  88. Clawback Rights

    In the event that a participant in our Amended and Restated Long-Term Incentive Plan engages in a “forfeiture event” (which includes engaging in competition with, or soliciting employees or customers of, the Company) during employment or within one year after a termination for any reason, the HRCC has the right to cause (1) the forfeiture of any outstanding awards held by such participant, and (2) the participant to repay any profits realized by the participant in respect of any previously settled award pursuant to our Amended and Restated Long-Term Incentive Plan during the prior six months. Our Annual Cash Incentive/P4P Plan also contains recapture rights of any incentive amount paid or vested in the event that the Committee determines that the achievement of performance goals was based on incorrect data.

  89. Impact of Tax and Accounting on Compensation Decisions

    Impact of Tax and Accounting on Compensation Decisions The HRCC considers the various tax and accounting implications of our compensation design. When determining the awards of long-term equity incentive grants to executive officers and associates, the Committee considers the accounting costs associated with the grants. Under FASB ASC Topic 718, grants of Stock Options, restricted stock, RSUs, and other share-based payments result in an accounting charge that is reflected in our financial statements. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), generally prohibits any publicly held corporation from taking a federal income tax deduction for compensation paid in excess of $1 million in any taxable year to certain current and former senior corporate officers. The enactment of the Tax Cuts and Jobs Act of 2017 eliminated the previously commonly used qualified performance-based compensation exception to Section 162(m) and as a result, compensation paid in 2020 and later years to our NEOs in excess of $1 million are not deductible under Section 162(m) of the Code even if subject to performance conditions. While the Committee is mindful of the benefit of the deductibility, the Committee also is of the view that compensation and benefits decisions should be driven primarily by the needs of the business, rather than by tax policy.

  90. Summary Compensation Table for 2023

    Summary Compensation Table for 2023 The following Summary Compensation Table for 2023 sets forth compensation paid to (i) our Chief Executive Officer, (ii) our Chief Financial Officer, and (iii) the other three most highly compensated individuals who served as executive officers of CNO as of December 31, 2023 (collectively, our “Named Executive Officers” or “NEOs”) for each of the years shown below.

  91. Summary Compensation Table for 2023

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Non-Equity Incentive Plan Compensation(3) | All Other Compensation(4) | Total | | Gary C. Bhojwani Chief Executive Officer | 2023 | $1,059,167 | $6,550,350 | $1,770,339 | $408,311 | $9,788,167 | | | 2022 | 1,030,000 | 5,514,571 | 1,854,852 | 352,323 | 8,751,746 | | | 2021 | 1,030,000 | 5,139,686 | 2,556,103 | 222,377 | 8,948,166 | | Paul H. McDonough Chief Financial Officer | 2023 | 680,167 | 1,818,581 | 710,629 | 115,424 | 3,324,801 | | | 2022 | 653,833 | 1,424,080 | 743,967 | 76,250 | 2,898,130 | | | 2021 | 618,000 | 1,134,231 | 958,539 | 24,730 | 2,735,500 | | Scott L. Goldberg President, Consumer Division | 2023 | 635,000 | 1,118,400 | 656,900 | 116,799 | 2,527,099 | | | 2022 | 625,000 | 915,480 | 689,457 | 107,077 | 2,337,014 | | | 2021 | 566,333 | 875,177 | 890,730 | 63,540 | 2,395,781 | | Eric R. Johnson Chief Investment Officer(5) | 2023 | 635,000 | 1,089,103 | 699,944 | 72,761 | 2,496,808 | | | 2022 | 620,833 | 915,480 | 715,044 | 63,379 | 2,314,736 | | Matthew J. Zimpfer General Counsel(6) | 2023 | 610,000 | 1,089,103 | 645,948 | 86,440 | 2,431,491 | | | 2021 | 600,000 | 875,177 | 924,620 | 58,865 | 2,458,662 |

  92. Summary Compensation Table for 2023

    (1)For 2023, this column reflects merit-based salary increases for Messrs. Bhojwani and McDonough. See page 50 for additional information. (2)This column represents the aggregate grant date fair value of RSU and P-share awards granted on February 14, 2023, in accordance with ASC 718, excluding the impact of estimated forfeitures related to service-based vesting conditions. For additional information, see Note 11 to the CNO financial statements in the Form 10-K for the year ended December 31, 2023, as filed with the SEC. See the Grants of Plan-Based Awards in 2023 table for information on awards made in 2023. The amounts in this column do not necessarily correspond to the actual value that will be recognized by the NEOs. The amounts in this column for 2023 include the grant date value of P-share awards based on the target amounts for each of the NEOs. Under the terms of those P-share awards, the officers are entitled to receive 200% of the target number of shares if the Company equals or exceeds the maximum performance levels set forth in those awards. If the maximum performance levels are achieved for the P-share awards made in 2023, the aggregate grant date fair value of the awards shown in this column would be as follows: Mr. Bhojwani, $9,418,450; Mr. McDonough, $2,614,081; Mr. Goldberg, $1,608,600; Mr. Johnson, $1,566,403; and Mr. Zimpfer, $1,566,403. (3)This column represents the dollar amount of payments made after year-end to the NEOs based on performance for the specified year with respect to the targets established under the Company’s Annual Cash Incentive/P4P Plan. (4)The amounts reported in this column for 2023 include amounts shown below paid for: (a) group life insurance premiums paid by the Company; (b) Company contributions to the 401(k) Plan; (c) (i) dividend equivalents paid in cash upon vesting of RSUs to the extent that cash dividends are paid on the common stock underlying the RSUs after the award date and prior to the issuance of shares upon vesting and (ii) dividend equivalents paid upon vesting of P-share awards; (d) tax reimbursement; (e) perquisites and other personal benefits; and (f) commissions.

  93. Summary Compensation Table for 2023

    | Name | Group Life Insurance Premiums | 401(k) Plan Contributions | Dividends | Tax Reimbursement | Perquisites and Other Personal Benefits(a) | Commissions | | Gary C. Bhojwani | $1,806 | $13,200 | $364,047 | $10,048 | $19,210 | $— | | Paul H. McDonough | 1,806 | 13,200 | 81,378 | 6,578 | 12,462 | — | | Scott L. Goldberg | 966 | 13,200 | 69,861 | 11,828 | 20,755 | 189 | | Eric R. Johnson | 2,772 | — | 69,989 | — | — | — | | Matthew J. Zimpfer | 1,806 | 13,200 | 71,434 | — | — | — |

  94. Summary Compensation Table for 2023

    (a)For Mr. Bhojwani, this column includes the costs of certain (i) travel for Mr. Bhojwani’s spouse; (ii) financial and tax consulting services; (iii) Mayo Clinic executive health benefits; and (iv) sporting event tickets. For Mr. McDonough, this column includes the costs of certain (i) financial and tax consulting services; (ii) Mayo Clinic executive health benefits; and (iii) sporting event tickets. For Mr. Goldberg, this column includes the costs of certain (i) travel for Mr. Goldberg’s spouse; (ii) Mayo Clinic executive health benefits; and (iii) sporting event tickets. No other NEOs received perquisites in excess of $10,000 in 2023. (5)Mr. Johnson’s 2021 compensation is not provided as he was not an NEO for that year. (6)Mr. Zimpfer’s 2022 compensation is not provided as he was not an NEO for that year.

  95. Summary Compensation Table for 2023

    | CNO Financial Group, Inc. 2024 Proxy Statement | 67 |

  96. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The following table shows certain information concerning grants of plan-based awards in 2023 for the NEOs.

  97. Grants of Plan-Based Awards in 2023

    | | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts (in Shares of Common Stock) Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Gary C. Bhojwani | | $852,000 | $1,704,000 | $3,408,000 | | | | | | | | 2-14-23 | | | | 66,700 | 133,400 | 266,800 | | $3,671,168 | | | 2-14-23 | | | | | | | 112,600 | 2,879,182 | | Paul H. McDonough | | 342,000 | 684,000 | 1,368,000 | | | | | | | | 2-14-23 | | | | 18,500 | 37,000 | 74,000 | | 1,018,240 | | | 2-14-23 | | | | | | | 31,300 | 800,341 | | Scott L. Goldberg | | 317,500 | 635,000 | 1,270,000 | | | | | | | | 2-14-23 | | | | 11,400 | 22,800 | 45,600 | | 627,456 | | | 2-14-23 | | | | | | | 19,200 | 490,944 | | Eric R. Johnson | | 317,500 | 635,000 | 1,270,000 | | | | | | | | 2-14-23 | | | | 11,100 | 22,200 | 44,400 | | 610,944 | | | 2-14-23 | | | | | | | 18,700 | 478,159 | | Matthew J. Zimpfer | | 305,000 | 610,000 | 1,220,000 | | | | | | | | 2-14-23 | | | | 11,100 | 22,200 | 44,400 | | 610,944 | | | 2-14-23 | | | | | | | 18,700 | 478,159 |

  98. Grants of Plan-Based Awards in 2023

    (1)These amounts represent the threshold, target and maximum amounts that would have been payable for 2023 if the corresponding performance-based metrics under the Annual Cash Incentive/P4P Plan had been achieved in such year. The actual amounts paid for 2023 performance under the Annual Cash Incentive/P4P Plan are listed in the Summary Compensation Table for 2023 on page 67 of this Proxy Statement under the column heading “Non-Equity Incentive Plan Compensation.” (2)These amounts represent the threshold, target and maximum number of shares that the NEOs can receive under the terms of the P-share awards that were awarded to the NEOs during 2023 under the Amended and Restated Long-Term Incentive Plan. See footnote 10 to the Outstanding Equity Awards at 2023 Fiscal Year-End table beginning on page 70 for additional information regarding the 2023 P-share awards. (3)The amount in this column represents the number of RSUs that were awarded to the Named Executive Officers during 2023 under the Amended and Restated Long-Term Incentive Plan. (4)The values included in this column represent the grant date fair value of RSU and P-share (at target) awards computed in accordance with ASC 718, excluding the effect of estimated forfeitures as further described in footnote 2 of the Summary Compensation Table for 2023 on page 67 of this Proxy Statement. A description of the assumptions used in calculating these values may be found in Note 11 to the CNO financial statements in the Form 10-K for the year ended December 31, 2023, as filed with the SEC.

  99. Grants of Plan-Based Awards in 2023

    | 68 | CNO Financial Group, Inc. 2024 Proxy Statement |

  100. Narrative Supplement to the Summary Compensation Table for 2023 and the Grants of Plan-Based Awards in 2023 Table

    Narrative Supplement to the Summary Compensation Table for 2023 and the Grants of Plan-Based Awards in 2023 Table

  101. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table sets forth certain information concerning outstanding equity awards held by the NEOs as of December 31, 2023.

  102. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Options Awards | | | | Stock Awards | | | | | Name | Award Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | | Gary C. Bhojwani | 2-23-17 | 44,250 | — | $21.06 | 2-23-27 | — | $— | $— | $— | | | 2-21-18 | 100,150 | — | 23.33 | 2-21-28 | — | — | — | — | | | 2-19-19 | 164,600 | — | 17.48 | 2-19-29 | — | — | — | — | | | 2-16-21 | | | | | 33,594(3) | 937,273 | | | | | 2-16-21 | | | | | 80,520(4) | 2,246,508 | | | | | 2-16-21 | | | | | 84,372(5) | 2,353,979 | | | | | 2-15-22 | | | | | 65,406(6) | 1,824,827 | | | | | 2-15-22 | | | | | | | 58,900(7) | 1,643,310 | | | 2-15-22 | | | | | | | 58,900(8) | 1,643,310 | | | 2-14-23 | | | | | 112,600(9) | 3,141,540 | | | | | 2-14-23 | | | | | | | 66,700(10) | 1,860,930 | | | 2-14-23 | | | | | | | 66,700(11) | 1,860,930 | | Paul H. McDonough | 4-1-19 | 31,800 | — | $16.50 | 4-1-29 | — | $— | $— | $— | | | 2-16-21 | | | | | 7,227(3) | 201,633 | | | | | 2-16-21 | | | | | 18,142(4) | 506,162 | | | | | 2-16-21 | | | | | 19,010(5) | 530,379 | | | | | 2-15-22 | | | | | 16,632(6) | 464,033 | | | | | 2-15-22 | | | | | | | 15,400(7) | 429,660 | | | 2-15-22 | | | | | | | 15,400(8) | 429,660 | | | 2-14-23 | | | | | 31,300(9) | 873,270 | | | | | 2-14-23 | | | | | | | 18,500(10) | 516,150 | | | 2-14-23 | | | | | | | 18,500(11) | 516,150 | | Scott L. Goldberg | 2-23-16 | 51,000 | — | $17.38 | 2-23-26 | — | $— | $— | $— | | | 2-23-17 | 22,120 | — | 21.06 | 2-23-27 | — | — | — | — | | | 2-21-18 | 20,620 | — | 23.33 | 2-21-28 | — | — | — | — | | | 2-19-19 | 33,800 | — | 17.48 | 2-19-29 | — | — | — | — | | | 2-16-21 | | | | | 5,577(3) | 155,598 | | | | | 2-16-21 | | | | | 13,997(4) | 390,516 | | | | | 2-16-21 | | | | | 14,667(5) | 409,209 | | | | | 2-15-22 | | | | | 10,692(6) | 298,307 | | | | | 2-15-22 | | | | | | | 9,900(7) | 276,210 | | | 2-15-22 | | | | | | | 9,900(8) | 276,210 | | | 2-14-23 | | | | | 19,200(9) | 535,680 | | | | | 2-14-23 | | | | | | | 11,400(10) | 318,060 | | | 2-14-23 | | | | | | | 11,400(11) | 318,060 |

  103. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 70 | CNO Financial Group, Inc. 2024 Proxy Statement |

  104. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Options Awards | | | | Stock Awards | | | | | Name | Award Date | Number of Securities Underlying Unexercised Options Exercisable | Number of Securities Underlying Unexercised Options Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(2) | | Eric R. Johnson | 2-25-15 | 51,290 | — | $16.42 | 2-25-25 | — | $— | $— | $— | | | 2-23-16 | 71,400 | — | 17.38 | 2-23-26 | — | — | — | — | | | 2-23-17 | 30,970 | — | 21.06 | 2-23-27 | — | — | — | — | | | 2-21-18 | 20,620 | — | 23.33 | 2-21-28 | — | — | — | — | | | 2-19-19 | 33,800 | — | 17.48 | 2-19-29 | — | — | — | — | | | 2-16-21 | | | | | 5,474(3) | 152,725 | | | | | 2-16-21 | | | | | 13,997(4) | 390,516 | | | | | 2-16-21 | | | | | 14,667(5) | 409,209 | | | | | 2-15-22 | | | | | 10,372(6) | 289,379 | | | | | 2-15-22 | | | | | | | 9,900(7) | 276,210 | | | 2-15-22 | | | | | | | 9,900(8) | 276,210 | | | 2-14-23 | | | | | 18,141(9) | 506,134 | | | | | 2-14-23 | | | | | | | 11,100(10) | 309,690 | | | 2-14-23 | | | | | | | 11,100(11) | 309,690 | | Matthew J. Zimpfer | 2-23-16 | 81,600 | — | $17.38 | 2-23-26 | — | $— | $— | $— | | | 2-23-17 | 30,970 | — | 21.06 | 2-23-27 | — | — | — | — | | | 2-21-18 | 23,570 | — | 23.33 | 2-21-28 | — | — | — | — | | | 2-19-19 | 33,800 | — | 17.48 | 2-19-29 | — | — | — | — | | | 2-16-21 | | | | | 5,577(3) | 155,598 | | | | | 2-16-21 | | | | | 13,997(4) | 390,516 | | | | | 2-16-21 | | | | | 14,667(5) | 409,209 | | | | | 2-15-22 | | | | | 10,692(6) | 298,307 | | | | | 2-15-22 | | | | | | | 9,900(7) | 276,210 | | | 2-15-22 | | | | | | | 9,900(8) | 276,210 | | | 2-14-23 | | | | | 18,700(9) | 521,730 | | | | | 2-14-23 | | | | | | | 11,100(10) | 309,690 | | | 2-14-23 | | | | | | | 11,100(11) | 309,690 |

  105. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1)Numbers in this column reflect (a) RSUs and (b) the number of shares of CNO common stock to which the NEO is entitled following the settlement of the P-share awards described in the footnotes below. (2)Dollar amounts equal the number of RSUs or P-shares, as applicable, multiplied by $27.90 (the per-share closing market price of CNO common stock on December 29, 2023, the last trading day of fiscal year 2023). (3)Reflects the remaining unvested RSUs granted on February 16, 2021 under the Amended and Restated Long-Term Incentive Plan. These RSUs vest on March 25, 2024, subject to the NEO’s employment through the vesting date. (4)Reflects the number of shares of CNO common stock received by the NEO following the settlement of the P-share awards based on achieved 2021 Operating ROE, as adjusted by relative TSR for the three-year performance period (January 1, 2021 through December 31, 2023) for P-share awards granted on February 16, 2021 under the Amended and Restated Long-Term Incentive Plan, subject to the NEO’s employment through February 12, 2024 (the date on which the HRCC certified performance achievement levels and such P-share awards settled in shares of CNO common stock). For information regarding these awards, see “2021–2023 P-Share Results and Payouts” beginning on page 60. (5)Reflects the number of shares of CNO common stock received by the NEO following the settlement of the P-share awards based on achieved 2021 Operating EPS, as adjusted by relative TSR for the three-year performance period (January 1, 2021 through December 31, 2023) for P-share awards granted on February 16, 2021 under the Amended and Restated Long-Term Incentive Plan, subject to the NEO’s employment through February 12, 2024 (the date on which the HRCC certified performance achievement levels and such P-share awards settled in shares of CNO common stock). For information regarding these awards, see “2021–2023 P-Share Results and Payouts” beginning on page 60.

  106. Outstanding Equity Awards at 2023 Fiscal Year-End

    | CNO Financial Group, Inc. 2024 Proxy Statement | 71 |

  107. Outstanding Equity Awards at 2023 Fiscal Year-End

    (6)Reflects the remaining unvested RSUs granted on February 15, 2022 under the Amended and Restated Long-Term Incentive Plan. These RSUs vest in two equal annual installments beginning on March 25, 2024, subject to the NEO’s employment through the applicable vesting date. (7)Each P-share represents the right to receive one share of CNO common stock based on 2022 Operating ROE, as adjusted by relative TSR for the three-year performance period (January 1, 2022 through December 31, 2024) for P-share awards granted on February 15, 2022 under the Amended and Restated Long-Term Incentive Plan. The number of shares assumes achievement of target performance levels. Each such P-share award will, to the extent earned, vest and settle no later than March 15, 2025. For more information regarding the performance metrics and targets for these awards, see “2022–2024 P-Share Performance Metrics and Targets” on page 60. (8)Each P-share represents the right to receive one share of CNO common stock based on 2022 Operating EPS, as adjusted by relative TSR for the three-year performance period (January 1, 2022 through December 31, 2024) for P-share awards granted on February 15, 2022 under the Amended and Restated Long-Term Incentive Plan. The number of shares assumes achievement of target performance levels. Each such P-share award will, to the extent earned, vest and settle no later than March 15, 2025. For more information regarding the performance metrics and targets for these awards, see “2022–2024 P-Share Performance Metrics and Targets” on page 60. (9)Reflects the unvested RSUs granted on February 14, 2023 under the Amended and Restated Long-Term Incentive Plan. These RSUs vest in three equal annual installments beginning on March 25, 2024, subject to the NEO’s employment through the applicable vesting date. (10)Each P-share represents the right to receive one share of CNO common stock based on 2023 Operating ROE, as adjusted by relative TSR for the three-year performance period (January 1, 2023 through December 31, 2025) for P-share awards granted on February 14, 2023 under the Amended and Restated Long-Term Incentive Plan. The number of shares assumes achievement of target performance levels. Each such P-share award will, to the extent earned, vest and settle no later than March 15, 2026. For more information regarding the performance metrics and targets for these awards, see “2023–2025 P-Share Performance Metrics and Targets” on page 59. (11)Each P-share represents the right to receive one share of CNO common stock based on 2023 Operating EPS, as adjusted by relative TSR for the three-year performance period (January 1, 2023 through December 31, 2025) for P-share awards granted on February 14, 2023 under the Amended and Restated Long-Term Incentive Plan. The number of shares assumes achievement of target performance levels. Each such P-share award will, to the extent earned, vest and settle no later than March 15, 2026. For more information regarding the performance metrics and targets for these awards, see “2023–2025 P-Share Performance Metrics and Targets” on page 59.

  108. Outstanding Equity Awards at 2023 Fiscal Year-End

    | 72 | CNO Financial Group, Inc. 2024 Proxy Statement |

  109. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 The following table provides information, for the NEOs, concerning (i) Stock Option exercises during 2023 and the value realized upon exercise (before payment of any applicable withholding tax), (ii) the number of shares acquired upon the vesting of RSU awards in 2023 and (iii) the number of shares received by the NEO following the settlement of the P-share awards based on achieved 2021 Operating ROE, 2021 Operating EPS and relative TSR for the performance period commencing on January 1, 2021 and ending on December 31, 2023, as certified by the HRCC on February 12, 2024, and the value realized upon vesting thereof (in each case before payment of any applicable withholding tax).

  110. Option Exercises and Stock Vested in 2023

    | | Options Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise | Value Realized Upon Exercise | Number of Shares Acquired on Vesting | Value Realized on Vesting(1) | | Gary C. Bhojwani | — | — | 374,419 | $9,111,899 | | Paul H. McDonough | — | — | 77,288 | 1,873,513 | | Scott L. Goldberg | 17,095 | $152,483 | 82,681 | 1,751,259 | | Eric R. Johnson | — | — | 65,661 | 1,602,848 | | Matthew J. Zimpfer | — | — | 65,586 | 1,598,776 |

  111. Option Exercises and Stock Vested in 2023

    (1)Represents the applicable settlement date fair value of the shares of CNO common stock received in settlement of vested RSUs and P-shares.

  112. Nonqualified Deferred Compensation in 2023

    Nonqualified Deferred Compensation in 2023 The following table shows certain information concerning nonqualified deferred compensation activity in 2023 for our NEOs.

  113. Nonqualified Deferred Compensation in 2023

    | Name | Executive Contributions in 2023 | CNO Contributions in 2023 | Aggregate Earnings (Loss) in 2023(1) | Aggregate Withdrawals/ Distributions | Aggregate Balance at 12-31-23(2) | | Gary C. Bhojwani | $370,970 | $— | $391,013 | $— | $2,583,763 | | Paul H. McDonough | — | — | — | — | — | | Scott L. Goldberg | 344,729 | — | 73,278 | — | 418,007 | | Eric R. Johnson | — | — | — | — | — | | Matthew J. Zimpfer | — | — | 85,611 | — | 857,870 |

  114. Nonqualified Deferred Compensation in 2023

    (1)Amounts in this column are not considered above-market or preferential earnings on nonqualified deferred compensation and therefore are not required to be included in the Summary Compensation Table for 2023 on page 67 of this Proxy Statement. (2)Amounts included in this column reflect $2,190,073, $344,729 and $577,697 contributed under the Deferred Compensation Plan by or on behalf of Mr. Bhojwani, Mr. Goldberg and Mr. Zimpfer, respectively. To the extent that Mr. Bhojwani, Mr. Goldberg or Mr. Zimpfer was an NEO in the applicable year, such amounts were included in the Summary Compensation Table for such NEO for the year(s) to which the compensation relates. The 2023 Nonqualified Deferred Compensation table presents amounts deferred under our Deferred Compensation Plan. Participants may defer up to 100% of their base salary and annual cash incentive plan payments, as well as equity awards, under the Deferred Compensation Plan. Deferred amounts (other than equity awards) are credited with earnings or losses based on the return of mutual funds selected by the executive, which the executive may change at any time. We did not make matching contributions to participants’ accounts under the Deferred Compensation Plan in 2023. Distributions are made in either a lump sum or an annuity as chosen by the executive at the time of deferral.

  115. Nonqualified Deferred Compensation in 2023

    | CNO Financial Group, Inc. 2024 Proxy Statement | 73 |

  116. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following table describes the value of the compensation and benefits, other than compensation and benefits generally available to salaried associates, that would have been payable to each of our NEOs in the event that such NEOs experienced a termination of employment on December 31, 2023, under each of the scenarios identified below:

  117. Potential Payments Upon Termination or Change in Control

    | Name | Voluntary Resignation Not With Reason or For Cause Termination(1) | Disability(2) | Death(3) | Without Just Cause or With Reason(4) | Involuntary Termination or Resignation With Reason Within 6 Months Before or 2 Years After Change In Control(5) | | Gary C. Bhojwani(6) | $— | $9,736,187 | $16,039,827 | $17,767,820 | $24,082,556 | | Paul H. McDonough(7) | — | 1,953,521 | 3,892,457 | 5,367,633 | 6,994,848 | | Scott L. Goldberg(8) | — | 1,380,046 | 2,769,631 | 4,396,203 | 5,624,804 | | Eric R. Johnson(9) | — | 1,374,466 | 2,722,703 | 4,406,613 | 5,608,011 | | Matthew J. Zimpfer(10) | — | 1,374,466 | 2,750,101 | 4,297,342 | 5,490,731 |

  118. Potential Payments Upon Termination or Change in Control

    (1)For purposes of this table, “Voluntary Resignation” means a voluntary termination of employment that occurs prior to the NEO becoming retirement-eligible and that is not a resignation “With Reason” for purposes of the Severance Plan (or, for Mr. Bhojwani, his Amended CEO Agreement). (2)Upon a termination of employment due to a NEO’s disability, a pro rata portion (determined based on the number of days from the beginning of the performance period through the date employment is terminated) of any P-share awards will remain eligible to vest as of the end of the performance period without regard to continued employment, subject to achievement of the applicable performance criteria for such performance period, and all RSUs subject to service-based vesting conditions only would continue to vest as if the NEO had remained in active employment through each applicable vesting date. Amounts in this column: (a) reflect the number of shares received by the NEO following the settlement of the P-share awards based on achieved 2021 Operating ROE, 2021 Operating EPS and relative TSR for the performance period commencing on January 1, 2021 and ending December 31, 2023, as certified by the HRCC on February 12, 2024; (b) assume achievement of target performance levels with respect to awards based on 2022 Operating ROE, 2022 Operating EPS and relative TSR for the performance period commencing on January 1, 2022 and ending on December 31, 2024; and (c) assume achievement of target performance levels with respect to awards based on 2023 Operating ROE, 2023 Operating EPS and relative TSR for the performance period commencing on January 1, 2023 and ending on December 31, 2025, in each case, as multiplied by the closing sales price of CNO common stock on December 29, 2023 ($27.90), the last trading day of the 2023 fiscal year. (3)Upon a termination of employment due to a NEO’s death, (a) a pro rata portion (determined based on the number of days from the beginning of the performance period through the date employment is terminated) of any P-share awards will remain eligible to vest in the same manner as described in footnote 2; (b) RSUs subject to service-based vesting conditions only will vest in full; and (c) the decedent NEO’s estate will be entitled to receive $400,000 under the Company’s group life insurance plan. (4)In the event that the employment of an NEO (other than Mr. Bhojwani) had terminated on December 31, 2023, either by the Company without “Just Cause” or by such NEO “With Reason” (in each case, as defined in the Severance Plan), such NEO would have been eligible, pursuant to the terms of the Severance Plan described on pages 63–64, to receive the payments and benefits listed below.

  119. Potential Payments Upon Termination or Change in Control

    | | Pro Rata Bonus | Severance Payment | Outplacement Services | Financial and Tax Preparation | Welfare Benefit Subsidy | | Paul H. McDonough(7) | $710,629 | $2,052,000 | $25,000 | $10,000 | $20,762 | | Scott L. Goldberg(8) | 656,900 | 1,905,000 | 25,000 | 10,000 | 23,273 | | Eric R. Johnson(9) | 699,944 | 1,905,000 | 25,000 | 10,000 | 10,364 | | Matthew J. Zimpfer(10) | 645,948 | 1,830,000 | 25,000 | 10,000 | 19,682 |

  120. Potential Payments Upon Termination or Change in Control

    In addition to the amounts payable under the Severance Plan, a pro rata portion of each P-share award granted to each NEO would have vested in accordance with the terms of each such award’s applicable grant agreement. The information included in footnote 2 above regarding the vesting of pro rata portions of the P-shares also applies to the employment termination events discussed in this footnote 4. Further, a pro rata portion of the unvested RSUs subject to service-based vesting conditions only would vest on the next applicable vesting date.

  121. Potential Payments Upon Termination or Change in Control

    | 74 | CNO Financial Group, Inc. 2024 Proxy Statement |

  122. Potential Payments Upon Termination or Change in Control

    (5)In the event that the employment of a NEO (other than Mr. Bhojwani) had terminated on December 31, 2023, either by the Company for any reason, or by the NEO “With Reason,” in either case, within six months in anticipation of or within two years following a “Change in Control” (as defined in the Severance Plan) (a “Change in Control Termination”), such NEO would have been eligible, pursuant to the terms of the Severance Plan described on pages 63–64, to receive the following payments and benefits:

  123. Potential Payments Upon Termination or Change in Control

    | | Pro Rata Bonus | Severance Payment | Outplacement Services | Financial and Tax Preparation | Welfare Benefit Subsidy | | Paul H. McDonough(7) | $710,629 | $2,736,000 | $25,000 | $10,000 | $20,762 | | Scott L. Goldberg(8) | 656,900 | 2,540,000 | 25,000 | 10,000 | 23,273 | | Eric R. Johnson(9) | 699,944 | 2,540,000 | 25,000 | 10,000 | 10,364 | | Matthew J. Zimpfer(10) | 645,948 | 2,440,000 | 25,000 | 10,000 | 19,682 |

  124. Potential Payments Upon Termination or Change in Control

    In addition to the amounts payable under the Severance Plan, a pro rata portion of each P-share award granted to each NEO would have vested in accordance with the terms of each such award’s applicable grant agreement. The information included in footnote 2 above regarding the vesting of pro rata portions of the P-shares also applies to the employment termination events discussed in this footnote 5. Further, any RSU awards would have vested in full as of such date of termination in accordance with the terms of each such award’s applicable grant agreement. (6)The following table contains the amounts that would have been payable to Mr. Bhojwani had his employment been terminated on December 31, 2023, pursuant to the following termination scenarios in accordance with his Amended CEO Agreement:

  125. Potential Payments Upon Termination or Change in Control

    | | Death or Disability | Without Just Cause or With Reason | Change in Control Termination | | Pro Rata Target Bonus | $1,704,000 | $— | $— | | Pro Rata Actual Bonus | — | 1,770,339 | 1,770,339 | | Severance Payment(a) | — | 5,538,000 | 8,307,000 | | Welfare Benefit Subsidy(b) | — | 17,195 | 34,390 | | Outplacement Services | — | 25,000 | 25,000 | | Financial and Tax Preparation | — | 10,000 | 10,000 | | Company Group Life Insurance(c) | 400,000 | — | — | | Restricted Stock Unit Vesting(d) | 5,903,640 | 2,375,099 | 5,903,640 | | Performance Share Vesting | 8,032,187 | 8,032,187 | 8,032,187 |

  126. Potential Payments Upon Termination or Change in Control

    (a)Multiple is three (3) times base salary and target bonus if such termination is a Change in Control Termination and two (2) in other qualifying termination scenarios. (b)Twenty-four (24) months of continued participation in the event of a Change in Control Termination and twelve (12) months in other qualifying termination scenarios. (c)Not applicable for termination for disability. (d)RSUs subject to service-based vesting conditions only would vest in full upon death but will not result in accelerated vesting upon disability. The vesting of awards shown in the table above in this footnote 6 for Mr. Bhojwani reflect vesting terms similar to the other NEOs under the Company’s Amended and Restated Long-Term Incentive Plan, as described in more detail in each such applicable award agreement and the narrative description for the other NEOs in the footnotes above. (7)The amount shown for Mr. McDonough includes the value, as of December 31, 2023, of such vesting of RSUs ($1,538,936) and prorated P-shares ($1,953,521), in each case, that would accelerate in the event of a Change in Control Termination. In the event of termination by the Company for any reason other than for cause, death or disability (or in connection with a Change in Control), in addition to the amounts payable under the Severance Plan, the amount for Mr. McDonough also includes the value, as of December 31, 2023, of the prorated vesting of RSUs ($595,721) and P-share awards ($1,953,521) that Mr. McDonough would receive in connection with such termination. See footnotes 2, 3, 4 and 5 for additional information. (8)The amount shown for Mr. Goldberg includes the value, as of December 31, 2023, of such vesting of RSUs ($989,585) and prorated P-shares ($1,380,046), in each case, that would accelerate in the event of a Change in Control Termination. In the event of termination by the Company for any reason other than for cause, death or disability (or in connection with a Change in Control), in addition to the amounts payable under the Severance Plan, the amount for Mr. Goldberg also includes the value, as of December 31, 2023, of the prorated vesting of RSUs ($395,985) and P-share awards ($1,380,046) that Mr. Goldberg would receive in connection with such termination. See footnotes 2, 3, 4 and 5 for additional information.

  127. Potential Payments Upon Termination or Change in Control

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  128. Potential Payments Upon Termination or Change in Control

    (9)The amount shown for Mr. Johnson includes the value, as of December 31, 2023, of such vesting of RSUs ($948,237) and prorated P-shares ($1,374,466), in each case, that would accelerate in the event of a Change in Control Termination. In the event of termination by the Company for any reason other than for cause, death or disability (or in connection with a Change in Control), in addition to the amounts payable under the Severance Plan, the amount for Mr. Johnson also includes the value, as of December 31, 2023, of the prorated vesting of RSUs ($381,839) and P-share awards ($1,374,466) that Mr. Johnson would receive in connection with such termination. See footnotes 2, 3, 4 and 5 for additional information. (10)The amount shown for Mr. Zimpfer includes the value, as of December 31, 2023, of such vesting of RSUs ($975,635) and prorated P-shares ($1,374,466), in each case, that would accelerate in the event of a Change in Control Termination. In the event of termination by the Company for any reason other than for cause, death or disability (or in connection with a Change in Control), in addition to the amounts payable under the Severance Plan, the amount for Mr. Zimpfer also includes the value, as of December 31, 2023, of the prorated vesting of RSUs ($392,246) and P-share awards ($1,374,466) that Mr. Zimpfer would receive in connection with such termination. See footnotes 2, 3, 4 and 5 for additional information.

  129. Potential Payments Upon Termination or Change in Control

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  130. CEO Pay Ratio

    CEO Pay Ratio The following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. We determined our median employee based on W-2 gross earnings of each of our 3,501 employees as of December 31, 2023. W-2 gross earnings data are readily available, consistently reported for our entire employee population and provide a fair representation of the total compensation an employee receives in a given year. The 2023 annual total compensation of our median employee was $81,924. As disclosed in the Summary Compensation Table for 2023 on page 67, the 2023 annual total compensation for Mr. Bhojwani was $9,788,167. Based on the information above, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees is 119 to 1.

  131. 2023 Pay Versus Performance

    2023 Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between Compensation Actually Paid (as defined by SEC rules) and certain financial performance measures of the Company. For further information concerning our variable pay-for-performance compensation program and how the Company aligns executive compensation with performance, refer to the “Compensation Discussion and Analysis” section beginning on page 40.

  132. Pay Versus Performance Table

    Pay Versus Performance Table

  133. Pay Versus Performance Table

    | | Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(4)(6) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(4)(6) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (dollars in millions) | Operating Earnings per Share(5) | | 2023 | $9,788,167 | $11,114,047 | $2,695,050 | $2,949,004 | $170 | $143 | $277 | $2.72 | | 2022 | 8,751,746 | 7,363,718 | 2,954,124 | 2,551,345 | 136 | 137 | 397 | 2.18 | | 2021 | 8,948,166 | 13,907,529 | 2,512,679 | 3,032,833 | 138 | 124 | 441 | 2.72 | | 2020 | 8,260,886 | 14,813,666 | 2,318,955 | 3,037,794 | 126 | 91 | 302 | 2.34 |

  134. Pay Versus Performance Table

    (1)Reflects compensation for our Chief Executive Officer, Gary C. Bhojwani, who served as our Principal Executive Officer (“PEO”) in 2020, 2021, 2022 and 2023. (2)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, who served as NEOs in such years. (3)Peer Group used for TSR comparisons is the S&P 500 Life & Health Insurance Index. (4)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 Operating EPS results used, or expected to be used, in calculating payouts for applicable P-share awards. Operating EPS is defined on page 58 and is a non-GAAP financial measure. See pages 60–62 for more information. Also see Annex A for a reconciliation to the corresponding GAAP measure.

  135. Pay Versus Performance Table

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  136. Pay Versus Performance Table

    (6)To calculate 2023 Compensation Actually Paid to our CEO and other NEOs, the following adjustments were made to total compensation as reported in the Summary Compensation Table:

  137. Pay Versus Performance Table

    | 2023 | Summary 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 | $9,788,167 | $(6,550,350) | $7,876,230 | $11,114,047 | | Average for other NEOs indicated above | 2,695,050 | (1,278,797) | 1,532,751 | 2,949,004 |

  138. Pay Versus Performance Table

    (a)Deductions from Summary Compensation Table 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:

  139. Pay Versus Performance Table

    | 2023 | Year-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 in the Year | Total Equity Award Adjustments | | Gary C. Bhojwani, Chief Executive Officer serving as PEO | $6,944,961 | $1,554,660 | ($623,391) | — | $7,876,230 | | Average for other NEOs indicated above | 1,351,925 | 291,108 | (113,856) | 3,573 | 1,532,751 |

  140. Pay Versus Performance Table

    (c)The equity awards included above comprise P-shares, RSUs and Stock Options granted from 2016 through 2023.

  141. Compensation Actually Paid Versus Company Performance

    Compensation Actually Paid Versus Company Performance The following charts visually represent the relationships between Compensation Actually Paid to our PEO, and the average for our non-PEO NEOs, and select CNO financial performance measures.

  142. Compensation Actually Paid Versus Company Performance

    | 78 | CNO Financial Group, Inc. 2024 Proxy Statement |