DEF 14A of CNO Financial Group, Inc., Mar 26, 2025

DEF 14A of CNO Financial Group, Inc.

Filed Mar 26, 2025 · FY20240001224608-25-000020

Open on EDGAR

  1. grants

    | Grants of Plan-Based Awards in 2024 | 70 | | Narrative Supplement to the Summary Compensation Table for 2024 and the Grants of Plan-Based Awards in 2024 Table | 71 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 72 | | Option Exercises and Stock Vested in 2024 | 75 | | Nonqualified Deferred Compensation in 2024 | 75 | | Potential Payments Upon Termination or Change in Control | 76 | | CEO Pay Ratio | 79 | | Pay Versus Performance | 80 | | Proposal 3—Ratification of the Appointment of Our Independent Registered Public Accounting Firm for 2025 | 83 | | Fees Paid to PricewaterhouseCoopers LLP | 84 | | Pre-Approval Policy and Independence | 84 | | Report of the Audit & Enterprise Risk Committee | 85 | | Proposal 4—Approval of Amended & Restated Certificate of Incorporation to Include the Replacement NOL Protective Amendment | 86 | | Proposal 5—Approval of the Amended & Restated Long-Term Incentive Plan | 93 | | Proposal 6—Approval of the Amended & Restated Employee Stock Purchase Plan | 103 | | Stock Ownership Information | 108 | | Other Information | 110 | | Shareholder Proposals for 2026 Annual Meeting | 110 | | Annual Report | 110 | | Householding of Proxy Materials | 111 | | Other Matters | 111 | | ANNEX A—Information Related to Certain Non-GAAP Financial Measures | A-1 | | ANNEX B—Amended & Restated Certificate of Incorporation | B-1 | | ANNEX C—Amended & Restated Long-Term Incentive Plan | C-1 | | ANNEX D—Amended & Restated Employee Stock Purchase Plan | D-1 |

  2. Director Biographies

    Director Biographies

  3. Director Nominees

    Director Nominees

  4. Director Nominees

    | | Gary C. Bhojwani Chief Executive Officer, CNO Financial Group, Inc. Age: 57 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: 64 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. ......................................................................................... 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 »Allianz SE, 2012–2015 | | 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 41 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 2025 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 | |

  5. Director Nominees

    | CNO Financial Group, Inc. 2025 Proxy Statement | 15 |

  6. Director Nominees

    | | David B. Foss Executive Board Chair, Jack Henry & Associates, Inc. Age: 63 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: 74 Director since: 2012 Chair, Human Resources & Compensation Committee; and Member, Investment Committee | | Career Mr. Foss is Executive Board Chair of Jack Henry and Associates, Inc. (“Jack Henry”), a leading provider of technology solutions to the financial services industry. At Jack Henry, Mr. Foss served as President from 2014 to 2022 and as Chief Executive Officer from 2016 until his retirement from the position in July 2024. He was elected to the Jack Henry Board of Directors in 2017, served as Board Chair from 2021 to 2024 and became Executive Board Chair in July 2024. 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, St. Christopher’s Children’s Hospital and the Foreign Policy Association. She is also a member of the Philadelphia Orchestra & Ensemble Arts Board of Trustees and 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 »International Workplace Group plc, 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 | |

  7. Director Nominees

    | 16 | CNO Financial Group, Inc. 2025 Proxy Statement |

  8. Director Nominees

    | | Adrianne B. Lee President and Chief Financial Officer, Beyond, Inc. Age: 47 Director since: 2023 Member, Audit & Enterprise Risk Committee and Governance & Nominating Committee | | Daniel R. Maurer Former Executive, Intuit Inc. Age: 68 Director since: 2015 Chair, Board; and Chair, Executive Committee | | Career Ms. Lee is President and Chief Financial Officer of Beyond, Inc. In this role, she is responsible for all operating and financial-related matters for the company and its brands, including Bed Bath & Beyond. Also in this role, she oversees human resources, technology, legal, IT security and communications. Ms. Lee has served as Chief Financial Officer since 2020 and Chief Administrative Officer since 2024 and became President in 2025. 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 President and Chief Financial 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 | |

  9. Director Nominees

    | CNO Financial Group, Inc. 2025 Proxy Statement | 17 |

  10. Director Nominees

    | | Chetlur S. Ragavan Former Executive Vice President and Chief Risk Officer, Voya Financial, Inc. Age: 70 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: 68 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. Mr. Ragavan founded Risk Response LLC in 2019, which provided risk advisory and consulting services to global financial institutions through 2022. 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. He began his career at Merrill Lynch in 1980 and held several senior technology, investment and risk management positions during his 26-years 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). 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), 2023–2025 | | 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 the Dean’s Legacy Council of the University of Illinois Gies College of Business 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 capital markets. | |

  11. Director Nominees

    | 18 | CNO Financial Group, Inc. 2025 Proxy Statement |

  12. Director Nominees

    | | Jessica A. Turner Executive Vice President, Global Head of Open Banking & API, Mastercard Incorporated Age: 47 Director since: 2024 Member, Audit & Enterprise Risk Committee and Governance & Nominating Committee | | Career Ms. Turner serves as Executive Vice President, Global Head of Open Banking & API at Mastercard Incorporated (NYSE: MA) and is a member of Mastercard’s Management Committee. In this role, Ms. Turner is responsible for development and build-out of new products and technologies related to open banking, innovation and key partnerships with fintech companies and governments globally. Since 2006, Ms. Turner has held several roles at Mastercard, including Executive Vice President of New Digital Infrastructure and Fintech, where she oversaw strategy, design, development and commercialization of Mastercard’s blockchain, digital assets, crypto and open banking products. Ms. Turner also managed card and digital solutions, payment experiences for emerging and developed markets, customer engagement and collaboration with telecommunications companies and banks. Previously, Ms. Turner was responsible for product development at Affinion Loyalty Group and began her career at Capital One Financial Corporation. ................................................................................... Qualifications Extensive experience in fintech, digital and open financial technology, innovation, business strategy and executive management. Deep knowledge and expertise in technologies, products and solutions related to financial, banking and payment services. | |

  13. Director Nominees

    | CNO Financial Group, Inc. 2025 Proxy Statement | 19 |

  14. Director Compensation

    Director Compensation In general, the Governance Committee reviews the continued competitiveness and appropriateness of our non-employee director compensation every other year and makes director compensation recommendations to the Board. In carrying out its duties, the Governance Committee undertakes a study of non-employee director compensation and considers whether the compensation design is fair and reasonable in light of the demands and obligations placed upon directors, aligns with director compensation practices of our peers and supports our ability to attract and retain highly qualified directors. The Governance Committee reviewed our non-employee director compensation in May 2024. As one element of that review, the Governance Committee considered data provided by the Board’s independent compensation consultant, Willis Towers Watson (“WTW”), including comparing our non-employee director compensation to that of the Comparator Peer Companies identified on page 47. Following its review, the Governance Committee recommended to the Board that the annual committee member retainer for each of the Governance Committee and Investment Committee be increased from $5,000 to $10,000, and the Board approved such retainer increases. All other non-employee director compensation was unchanged. Upon the Governance Committee’s recommendation, the Board decided to review other aspects of non-employee director compensation in 2025.

  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. 2025 Proxy Statement | 25 |

  18. Key Features of Director Compensation

    The components of the Company’s non-employee director compensation program, reflecting the changes approved by the Board in May 2024, is summarized in the table below.

  19. Key Features of Director Compensation

    | Non-Employee Director Compensation Program | | | | Components | Annual Compensation(1) | Form of Payment | | Board Service Retainer(2) | $250,000 | $100,000 cash; annual equity award valued at approximately $150,000 | | Committee Chair Retainer | $20,000–$45,000(3) | Cash | | Committee Member Retainer | $10,000–$15,000(4) | Cash | | Board Chair Retainer(5) | $190,000 | $76,000 cash; annual equity award valued at approximately $114,000 |

  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 non-employee director receives an annual Board Service Retainer for service as a member of the Board, which is in addition to any Board Chair, Committee Chair and Committee Member Retainers the director receives for chairing or serving as a member of a committee, as applicable. (3)Audit Committee, $45,000; HRCC, $40,000; Governance Committee, $20,000; and Investment Committee, $20,000. Committee Chair Retainers are received in lieu of Committee Member Retainers, meaning that Committee Chairs do not receive any Committee Member Retainer for service on that committee. (4)Audit Committee, $15,000; HRCC, $10,000; Investment Committee, $10,000 (increased from $5,000 effective May 9, 2024); and Governance Committee, $10,000 (increased from $5,000 effective May 9, 2024). Members of the Executive Committee do not receive any additional compensation for service on that committee. (5)The Board Chair Retainer is in addition to the Board Service Retainer. 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

    | 26 | CNO Financial Group, Inc. 2025 Proxy Statement |

  22. Key Features of Director Compensation

    The compensation earned by, paid or awarded to the Company’s non-employee directors in 2024 is summarized in the following table.

  23. Key Features of Director Compensation

    | 2024 Director Compensation | | | | | Name | Fees Paid in Cash(1) | Stock Awards(2) | Total | | Archie M. Brown(3) | $119,478 | $150,027 | $269,505 | | Stephen N. David(4) | $12,527 | — | $12,527 | | David B. Foss(5) | $130,000 | $150,027 | $280,027 | | Mary R. (Nina) Henderson(6) | $149,478 | $150,027 | $299,505 | | Adrianne B. Lee(7) | $124,478 | $150,027 | $274,505 | | Daniel R. Maurer(8) | $176,000 | $264,028 | $440,028 | | Chetlur S. Ragavan(9) | $154,478 | $150,027 | $304,505 | | Steven E. Shebik(10) | $135,000 | $150,027 | $285,027 | | Jessica A. Turner(11) | $62,500 | $90,436 | $152,936 |

  24. Key Features of Director Compensation

    (1)This column represents the amount of cash compensation paid in 2024 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 restricted stock units (“RSUs”) granted to our non-employee directors in 2024. On May 9, 2024, Mr. Maurer received an award of 9,366 RSUs, and each of the other directors (other than Mr. David, who retired on May 9, 2024, and Ms. Turner, who joined the Board on October 1, 2024) received an award of 5,322 RSUs. On October 1, 2024, Ms. Turner received an award of 2,632 RSUs. These RSUs vested immediately upon grant. Each RSU entitles the director to receive one share of common stock. As described on page 109, several directors have elected to defer receipt of the common stock issuable upon settlement of the RSUs pursuant to the Company’s Board of Directors Deferred Compensation Plan. (3)In addition to the base compensation paid to all non-employee directors, Mr. Brown received cash fees of (i) $5,000 (prorated through May 9, 2024) and $10,000 (prorated from May 9, 2024) for serving as a member of the Governance Committee and (ii) $10,000 for serving as a member of the HRCC. (4)Mr. David retired from the Board on May 9, 2024. In addition to the base compensation paid to all non-employee directors (prorated through May 9, 2024), Mr. David received cash fees of (i) $15,000 (prorated through May 9, 2024) for serving as a member of the Audit Committee and (ii) $5,000 (prorated through May 9, 2024) for serving as a member of the Governance Committee. Mr. David did not receive an equity award grant in 2024 due to his retirement. (5)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 and (ii) $10,000 for serving as a member of the HRCC. (6)In addition to the base compensation paid to all non-employee directors, Ms. Henderson received cash fees of (i) $40,000 for chairing the HRCC and (ii) $5,000 (prorated through May 9, 2024) and $10,000 (prorated from May 9, 2024) for serving as a member of the Investment Committee. (7)In addition to the base compensation paid to all non-employee directors, Ms. Lee received cash fees of (i) $15,000 for serving as a member of the Audit Committee and (ii) $5,000 (prorated through May 9, 2024) and $10,000 (prorated from May 9, 2024) for serving as a member of the Governance Committee. (8)Mr. Maurer received no compensation other than the Board Service and Board Chair Retainers set forth above. Mr. Maurer serves as Chair of the Executive Committee, for which he receives no additional compensation. As Board Chair, Mr. Maurer is also an ex officio member of each Board committee (other than the Executive Committee) and receives no additional committee-related compensation. (9)In addition to the base compensation paid to all non-employee directors, Mr. Ragavan received cash fees of (i) $45,000 for chairing the Audit Committee and (ii) $5,000 (prorated through May 9, 2024) and $10,000 (prorated from May 9, 2024) for serving as a member of the Investment Committee. (10)In addition to the base compensation paid to all non-employee directors, Mr. Shebik received cash fees of (i) $20,000 for chairing the Investment Committee and (ii) $15,000 for serving as a member of the Audit Committee. He also served as a member of the Executive Committee, for which he received no additional compensation. (11)Ms. Turner joined the Board on October 1, 2024. In addition to the base compensation paid to all non-employee directors (prorated from October 1, 2024), Ms. Turner received cash fees of (i) $15,000 (prorated from October 1, 2024) for serving as a member of the Audit Committee and (ii) $10,000 (prorated from October 1, 2024) for serving as a member of the Governance Committee.

  25. Key Features of Director Compensation

    | CNO Financial Group, Inc. 2025 Proxy Statement | 27 |

  26. 2024 Compensation Design Highlights

    2024 Compensation Design Highlights CNO’s compensation design intentionally promotes the long-term success of the Company by aligning our associates’ focus on strategic priorities underpinned by a strong corporate culture that adheres to CNO’s values. Our associates and agents are 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 for our entire associate population. CNO’s 2024 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 2024 compensation program were to (i) continue to demonstrate a strong connection between pay and Company performance; (ii) balance execution of our near-term business plan with longer-term strategic priorities that require multi-year investments and execution; (iii) recognize the importance of prudent investments to the success of our business strategies; (iv) leverage CNO’s diverse and integrated distribution model to deliver growth by increasing market penetration of products and services to customers; (v) drive performance during periods of uncertainty created by external forces; (vi) retain and attract talent in a competitive job market; and (vii) reinforce the importance of serving our customers’ needs while supporting our associates. Our executive compensation program consists of three primary components: base salary, annual cash incentive compensation and long-term incentive compensation. Key 2024 decisions and actions regarding our NEO compensation are described below. »Base salary: •Comprises the smallest percentage of total compensation and is the only fixed component of executive compensation. •Four of the NEOs received a merit increase in 2024, as described in more detail below. •Over 98% of CNO’s 2024 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. •Maintained a mix of quantitative (80%) and qualitative (20%) performance metrics. •Aligned Division-specific metric weightings for Division Presidents while maintaining emphasis on corporate financial metrics and investment metrics. Refinements were made to continue advancing strategic priorities: •For the Consumer Division President, shifted 20% of his performance metrics from Corporate performance metrics to Division-specific metrics. This refinement aligned all Presidents (Consumer, Worksite and 40|86) with a 40% weighting to Division-specific metrics and continues to focus Presidents on their Division’s strategic priorities.

  27. 2024 Compensation Design Highlights

    •Updated the component of the qualitative metric measuring executive leadership qualities: •Maintained an associate engagement goal, as measured by CNO’s annual Voice Survey of associates. •Replaced the goal measuring voluntary associate participation in educational sessions with goals measured by CNO’s annual Voice Survey of associates: ◦Associate satisfaction with CNO’s workplace culture and hybrid work style; and ◦The impact of professional development across CNO’s associate population. •Continued to set target financial performance equal to the Company’s annual business plan; maintained performance ranges and symmetry of threshold and maximum to target. »Long-Term Incentive (“LTI”) Plan (“LTI Plan”): •Aligns our management’s interests to those of our shareholders and helps to drive long-term shareholder value creation while incentivizing 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. •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 TSR modifier cannot increase the P-share payout above the cap of 200%. •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 target financial performance equal to the Company’s annual business plan; 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 57. With these design features, we maintained our strong pay-for-performance philosophy, with the highest proportion of executive officers’ compensation “at risk.” The following charts show each element of 2024 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. 2024 Compensation Results Highlights

    2024 Compensation Results Highlights CNO delivered exceptional 2024 financial performance, demonstrating our ability to grow the franchise while also growing earnings and improving profitability. Our 2024 performance demonstrated our proven commitment to leverage our business model to enable sustained profitable growth, execute on our strategic priorities and drive ROE expansion. Our unique capability to marry a virtual connection with our established, in-person agent force — who complete the critical “last mile” of sales and service delivery — remains a key differentiator driving this performance. 2024 was one of our best operating performances of the past several years, highlighted by sales records in both the Consumer and Worksite Divisions. Our financial health remained strong, reflecting growth in the business; higher interest rates and investment returns; and strong insurance product margins, coupled with disciplined expense and capital management. Additional information on our 2024 financial performance can be found on pages 2–5. Our 2024 financial results demonstrated strong execution of our business plan, resulting in: »Annual Cash Incentive/P4P Plan: (i) aggregate performance of 146% of target, with payouts to our NEOs of 143%–149% of target, resulting in (ii) an aggregate $44 million payout, 79% of which was paid to our associates who are not executive officers. »2024−2026 P-shares: (i) achievement of 134.6% of the 2024 Operating ROE metric and (ii) achievement of 137.4% of the 2024 Operating EPS metric, in each case, prior to applying the relative TSR modifier over 2024−2026 (which will not be determinable until after year-end 2026). No retrospective changes to our 2024 performance metrics or targets were made. The 2022−2024 P-shares paid out based on achievement of: (i) 85.1% of the 2022 Operating ROE metric and (ii) 87.2% of the 2022 Operating EPS metric, in each case, after applying the relative TSR modifier over 2022−2024 (which had no impact on the payout). No retrospective changes to the performance metrics or targets were made. Additional information on the 2022−2024 P-share results can be found on pages 61–62. Additional information on the compensation paid to each NEO for 2024 can be found on page 68.

  29. and Executive Compensation

    | What We Do | | | | Pay for Performance: The vast majority of NEO target total compensation is tied to Company-wide, business segment or individual performance or a combination thereof and therefore is considered to be “pay-at-risk.” Our compensation design balances execution of our near-term business plan with longer-term strategic priorities that require multi-year investments and execution. | | | Balanced View on Performance: We take a balanced approach to measuring our performance by employing (i) relative and absolute and (ii) quantitative and qualitative performance metrics in our compensation design. | | | Stock Ownership Guidelines: To align our executive officers with shareholder interests, our CEO and each executive officer who reports to our CEO (including all other NEOs) are required to maintain ownership levels in accordance with Company policy. The CEO is required to maintain ownership equal to five times his base salary, and the other executive officers are required to maintain ownership equal to three times their respective base salaries. As of December 31, 2024, all NEOs have met these guidelines. See pages 65 and 108 for more information. | | | Double-Trigger Change in Control: Severance and accelerated vesting of equity awards are triggered in connection with a change in control of the Company only by a qualified termination of employment within six months in anticipation of, or within two years following, a change in control event. See pages 76–79 for more information. | | | Strong Clawback Rights: Our incentive compensation is subject to strong clawback rights. Our Clawback Policy provides rights to recapture incentive compensation from our executive officers in the event of an accounting restatement or detrimental conduct that has caused, or is likely to cause, material financial, operational or reputational harm to the Company. Our Annual Cash Incentive/P4P and LTI Plans contain additional clawback provisions. See pages 65–66 for more information. | | | Independence of Executive Compensation Consultant: WTW has served as the HRCC’s independent executive compensation consultant since August 6, 2019. WTW was engaged following the HRCC’s thorough review of potential consultants and an analysis by the HRCC of their independence pursuant to SEC and NYSE requirements. WTW has no business or personal relationships with any of our NEOs. WTW’s independence and performance is evaluated annually by the HRCC. | | | Ongoing Succession Planning: Throughout the year, the HRCC regularly engages in in-depth discussions regarding executive succession planning and talent development. Succession planning is reviewed by the entire Board at least annually. | | | Strive to Understand Our Shareholders’ Views: We undertake an annual shareholder outreach program focused on business strategy and performance, corporate governance, executive compensation and corporate social responsibility. We consider our shareholders’ input when designing our executive compensation program. | | | Proxy Access: Our Bylaws provide shareholders with proxy access rights for Board member nominations. | | | Corporate Social Responsibility: Our long-term success is tied to the well-being of our customers, associates, agents and communities and the way we conduct business. In 2024, we maintained corporate social responsibility metrics in our Annual Cash Incentive/P4P Plan. | | | Contractual Protections: Every executive officer is subject to non-solicitation and confidentiality agreements that extend one year beyond termination of employment. In addition, our CEO and Division Presidents are subject to non-competition agreements that extend one year beyond termination of employment. Additional information on these protections may be found on pages 64–65. |

  30. 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 nonqualified 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 Repricing 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 any Company securities, including holding CNO shares in margin accounts. They are also prohibited from engaging in any transaction involving Company securities that might be considered speculative or that involves 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 64. | | | No Uncapped Awards: All awards under our Annual Cash Incentive/P4P and LTI Plans are subject to caps. |

  31. Role of the Compensation Consultant

    Role of the Compensation Consultant In 2024, the HRCC utilized WTW as its independent compensation consultant. The HRCC conducted an assessment of WTW’s independence pursuant to SEC and NYSE requirements. Based on this assessment, the HRCC determined that WTW is independent.

  32. Role of the Compensation Consultant

    | 44 | CNO Financial Group, Inc. 2025 Proxy Statement |

  33. Role of the Compensation Consultant

    Although the compensation consultant is retained directly by the HRCC, 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 HRCC 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. As requested by the HRCC, WTW’s services to the HRCC in 2024 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; »Providing updates on regulatory developments and the potential impact to CNO’s compensation plans and approaches to talent acquisition, management and separation; »Attending HRCC meetings; »Reviewing and evaluating changes to the Company’s executive compensation philosophy and programs; and »Assisting in the preparation of compensation-related disclosures contained in this Proxy Statement (including the pay versus performance disclosure and Proposals 5 and 6 regarding the LTI Plan and Employee Stock Purchase Plan (“ESPP”) amendments). The HRCC has the authority under its charter to retain outside consultants or other advisors. One element of that decision process is the HRCC’s assessment of an advisor’s independence. Relative to that determination, the HRCC takes into account certain independence factors enumerated by the SEC and NYSE. The Company paid WTW $287,222 in the aggregate for executive compensation consulting services provided to the HRCC in 2024. Separately, management engaged WTW and its subsidiaries to provide services that do not pertain to executive compensation, including services pertaining to broad-based and non-employee director compensation support and data services and certain Benefits Delivery & Administration insurance sales and marketing services. These services included the third-party distribution of certain Consumer Division products and other revenue-generating sales and marketing-related services for our Consumer Division. In 2024, CNO paid $36,320,822 in aggregate commissions and fees to WTW for services unrelated to executive compensation. Total payments from CNO to WTW and/or subsidiaries in 2024 totaled less than one percent of WTW’s parent company annual revenue.

  34. 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. |

  35. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    Compensation Benchmarking Approach and Relevant Comparator Group Selection In setting target executive compensation opportunities, the HRCC 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 48–65. The HRCC’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 HRCC 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 HRCC 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.

  36. Compensation Benchmarking Approach and Relevant Comparator Group Selection

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  37. 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. The HRCC and WTW annually review the Comparator Peer Companies after considering existing and potential peers and business and talent competitors and their respective financial metrics, including assets, premiums and market capitalization. In 2023, the HRCC and WTW reviewed the Comparator Peer Companies and determined that no additional changes were needed. 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 when making 2024 compensation decisions. Survey data developed by WTW is utilized for positions where proxy-disclosed information is not available.

  38. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    | 2024 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. |

  39. Compensation Benchmarking Approach and Relevant Comparator Group Selection

    In 2024, the HRCC and WTW reviewed the Comparator Peer Companies, and the HRCC determined to remove American Equity Investment Life Holding Co. from the Comparator Peer Group given its acquisition in May 2024. The HRCC is of the view that the current peers appropriately reflect our principal business competitors and those companies with which we compete for executive talent.

  40. Compensation Benchmarking Approach and Relevant Comparator Group Selection

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  41. 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 •Smallest percentage of executive compensation. •The only fixed component. •May be adjusted annually. | •To attract, retain and motivate top talent. | •Established using data targeting the 50th percentile of the market. •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 2024 annual grant target and were divided evenly between those tied to (i) 2024 Operating ROE and (ii) 2024 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 executive talent. | •Established using data targeting the 50th percentile of the market. •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 2024 annual grant target. | •To encourage retention and reward for exceptional performance and/or potential. •To align the interests of management with those of shareholders. | •Established using data targeting the 50th percentile of the market. •Grant date value of RSUs awarded may be adjusted annually up or down to reflect performance, potential and other individual considerations. |

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  43. Annual Cash Incentive/P4P Plan

    Annual Cash Incentive/P4P Plan

  44. Overview

    Overview 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. The HRCC generally targets the 50th percentile of the competitive market for executive officer target cash incentive opportunities. For 2024, the Annual Cash Incentive/P4P plan paid out approximately $44 million, 79% of which was paid to our associates who are not executive officers.

  45. Design and Changes

    Design and Changes CNO’s 2024 Annual Cash Incentive/P4P Plan design is consistent with the 2023 design. The design strongly links pay to performance, supports the advancement of the Company’s 2024 strategic priorities, aligns with our 2024 compensation program objectives (as summarized earlier) and measures performance in areas of focus. The HRCC reviewed the Annual Cash Incentive/P4P Plan metrics for 2024 and made certain refinements to continue advancing strategic priorities: »20% of the Consumer Division President’s Annual Cash Incentive/P4P Plan metrics were shifted from corporate performance metrics to Division-specific metrics. In 2023, the Consumer Division President’s metrics were 80% weighted to corporate performance metrics and 20% weighted to Consumer Division-specific metrics. As a result of the shift, the Consumer Division President’s 2024 metrics were 60% weighted to corporate performance metrics and 40% weighted to Consumer Division-specific metrics. This refinement aligned all Presidents (Consumer, Worksite and 40|86) with a 40% weighting to Division-specific metrics and continues to focus Presidents on their Division’s strategic priorities. »Within the component of the qualitative metric measuring executive leadership qualities, the associate engagement goal was maintained, and the goal measuring voluntary associate participation in educational sessions was replaced with goals measured by CNO’s annual Voice Survey of associates: (i) associate satisfaction with CNO’s workplace culture and hybrid work style; and (ii) the impact of professional development across CNO’s associate population. Additional details on the metrics and their weightings are provided below.

  46. Performance Metrics

    Performance Metrics The table below summarizes 2024 metrics and weightings for our NEOs under the Annual Cash Incentive/P4P Plan.

  47. Performance Metrics

    | | NEO 2024 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% | 10% | | | Annuity Collected Premium | 10% | 10% | — | 7% | 10% | | | Combined Total Fee Revenue | 10% | 10% | — | 6% | 10% | | | Investment Performance Metrics (see below) | 20% | 20% | 10% | 40% | 20% | | | Individual Qualitative Assessment | 20% | 20% | 20% | 20% | 20% | | | Consumer Division Performance Metrics | | | | | | | | Life and Health NAP | — | — | 14% | — | — | | | Annuity Collected Premium | — | — | 14% | — | — | | | Fee Revenue | — | — | 12% | — | — | | | 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% | | | Responsible Investment | 10% | 10% | 10% | 10% | 10% |

  48. Performance Metrics

    These metrics were selected as the most significant drivers of our financial success and realistically subject to participants’ influence. No changes were made to the metrics after they were approved by the HRCC in February 2024. 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 metrics 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 2024 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.

  49. Performance Metrics

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  50. 2024 Annual Cash Incentive/P4P Plan Financial Metrics Defined

    2024 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. »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. »Responsible Investment: the overall weighted average Morgan Stanley Capital International (MSCI) rating for all CNO general account investments. The rating measures financially relevant responsible investment risks and opportunities of the applicable issuers. 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.

  51. 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. Given 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, five percentage points of the qualitative metric’s 20 percentage points are attributed to measurements of executive leadership qualities. For an executive officer to achieve target performance: »The executive officer’s team would have an average score of at least 8.7 on a metric within our annual Voice Survey of associates that measures associate engagement and satisfaction with our corporate values, work environment, career prospects and brand. A score of 8.7 (on a scale of 10) aligns with the top 25% of the Voice Survey’s financial services industry benchmark. »The executive officer’s team would have an average score of at least 8.6 on a metric within our annual Voice Survey of associates that measures associate satisfaction with CNO’s workplace culture and hybrid work style. A score of 8.6 (on a scale of 10) aligns with the top 25% of the Voice Survey’s financial services industry benchmark. »The executive officer’s team would have an average score of at least 8.6 on a metric within our annual Voice Survey of associates that measures the impact of CNO’s focus on professional development, including associates’ ability to learn and develop new skills. A score of 8.6 (on a scale of 10) aligns with the top 25% of the Voice Survey’s financial services industry benchmark.

  52. 2024 Payout Opportunities

    2024 Payout Opportunities Target Annual Cash Incentive/P4P Plan payout amounts for each NEO are determined by the HRCC 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.

  53. 2024 Annual Cash Incentive/P4P Plan Targets

    2024 Annual Cash Incentive/P4P Plan Targets The HRCC finalized the targets in February 2024 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 established. The HRCC set the applicable financial objectives based on the Board-approved business plan for 2024, which entailed a detailed vetting process prior to presentation and approval by the Board. The HRCC 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 2024, no changes were made to the methodology by which we determine the Annual Cash Incentive/P4P performance ranges. Target financial performance was set equal to the Company’s 2024 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. The 2024 targets incorporated growth over both 2023 as reported and as reported excluding significant items, except for (i) Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses; (ii) Consumer Division Fee Revenue and (iii) within the investment performance metrics, Pre-tax C1/AUM and the Responsible Investment metric. The Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses target of $608.1 million (“MM”) was set below 2023 as reported ($614.7 MM) but above 2023 as reported excluding significant items ($559.1 MM). The HRCC 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 2023 significant items included $21.7 MM of legal recoveries, net of expenses and increased legal accruals, and $33.9 MM 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 2024 business plan. The 2024 target reflected a nine percent increase over the 2023 results, excluding significant items. When setting the 2024 business plan, we expected the return on our alternative investments to

  54. 2024 Annual Cash Incentive/P4P Plan Targets

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  55. 2024 Annual Cash Incentive/P4P Plan Targets

    improve relative to 2023 and the stable health claims experience from the second half of 2023 to persist with no repeat of the elevated health claims from the second quarter of 2023. The Consumer Division Fee Revenue target of $136.4 MM was set below the 2023 as reported total of $140.8 MM. When setting the 2024 business plan, we projected the favorable impacts from our revenue recognition 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 2023; however, that impact was not expected to recur in our 2024 results to the same extent as in 2023. Within the investment performance metrics, the Pre-tax C1/AUM target of 1.60% was set in line with the Company’s 2024 risk-based capital plan while taking into consideration the target yield. The 2023 as reported Pre-tax C1/AUM was 1.32%. When setting the 2024 business plan, we forecasted the opportunity to take incremental investment risk to achieve additional net investment income given the then-current investment environment. We also forecasted the potential for higher C1 charges as a result of bond rating downgrades triggered by then-anticipated recessionary 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. Also within the investment performance metrics, the Responsible Investment target of 6.55 was set consistent with the 2023 target but below the 2023 as reported result of 6.74. When setting the 2024 business plan, we anticipated making economically desirable investments in companies whose demonstrated efforts to improve their environmental, social or governance practices may not yet be reflected in their MSCI rating.

  56. 2024 Annual Cash Incentive/P4P Plan Targets

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  57. 2024 Annual Cash Incentive/P4P Plan Targets

    The table below summarizes 2023 actual results (as reported and as reported excluding significant items) and the 2024 plan targets, thresholds and maximums.

  58. 2024 Annual Cash Incentive/P4P Plan Targets

    | | 2023 Results | | 2024 Annual Cash Incentive/P4P Plan Performance Levels | | | | Corporate Performance Metrics | 2023 As Reported | 2023 Excluding Significant Items | Threshold | Target | Maximum | | Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses | $614.7 MM | $559.1 MM | $425.7 MM | $608.1 MM | $790.6 MM | | Combined Total Life and Health Collected Premium | $2,514.8 MM | $2,514.8 MM | $2,442.3 MM | $2,570.8 MM | $2,699.3 MM | | Annuity Collected Premium | $1,583.2 MM | $1,583.2 MM | $1,484.6 MM | $1,649.5 MM | $1,814.5 MM | | Combined Total Fee Revenue | $177.6 MM | $177.6 MM | $149.3 MM | $175.6 MM | $201.9 MM | | Consumer Division Performance Metrics | 2023 As Reported | 2023 Excluding Significant Items | Threshold | Target | Maximum | | Life and Health NAP | $336.2 MM | $336.2 MM | $310.9 MM | $345.5 MM | $380.0 MM | | Annuity Collected Premium | $1,583.2 MM | $1,583.2 MM | $1,484.6 MM | $1,649.5 MM | $1,814.5 MM | | Fee Revenue | $140.8 MM | $140.8 MM | $122.8 MM | $136.4 MM | $150.0 MM | | Investment Performance Metrics | 2023 As Reported | 2023 Excluding Significant Items | Threshold | Target | Maximum | | Effective Yield (GAAP Net Yield %) | 4.71% | — | 4.34% | 4.88% | 5.42% | | Pre-tax C1/AUM | 1.32% | — | 1.76% | 1.60% | 1.44% | | Total Return versus Benchmark | 29 bps | — | ≥ −150 bps of benchmark performance | Plan >0 | ≥ +150 bps of benchmark performance | | Responsible Investment | 6.74 | — | 5.76 | 6.55 | 7.34 |

  59. 2024 Annual Cash Incentive/P4P Plan Targets

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  60. 2024 Annual Cash Incentive/P4P Plan Results

    2024 Annual Cash Incentive/P4P Plan Results The HRCC 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: (i) material; (ii) non-recurring or unusual in nature; and (iii) 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 HRCC considered each of the significant items as referenced in our external reporting for potential adjustments in determining the 2024 Annual Cash Incentive/P4P Plan payouts. The significant item relating to our comprehensive annual actuarial review (a $27.3 MM net favorable impact) was determined to be material, non-recurring and beyond management’s control. This item was excluded in determining the 2024 Annual Cash Incentive/P4P Plan payouts, reducing the total bonus pool (which covers the NEOs and the majority of our associates) by approximately three percent. The adjusted amounts are reflected in the “2024 Excluding Significant Items” column in the table below. The other significant item, $2.9 MM related to a fixed asset impairment, unfavorably impacted 2024 operating earnings metrics used to determine Annual Cash Incentive/P4P Plan payouts. This item was not excluded when determining the 2024 Annual Cash Incentive/P4P Plan payouts as it was within management’s control. The tables below summarize 2024 results by metric.

  61. 2024 Annual Cash Incentive/P4P Plan Results

    | Corporate Performance Metrics | 2024 Target* | 2024 As Reported | 2024 Excluding Significant Items | Payout % of Target | | Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses | $608.1 MM | $719.8 MM | $692.5 MM | 146% | | Combined Total Life and Health Collected Premium | $2,570.8 MM | $2,588.1 MM | $2,588.1 MM | 113% | | Annuity Collected Premium | $1,649.5 MM | $1,790.6 MM | $1,790.6 MM | 186% | | Combined Total Fee Revenue | $175.6 MM | $190.5 MM | $190.5 MM | 157% |

  62. 2024 Annual Cash Incentive/P4P Plan Results

    | Consumer Division Performance Metrics | 2024 Target* | 2024 As Reported | Payout % of Target | | Life and Health NAP | $345.5 MM | $353.4 MM | 123% | | Annuity Collected Premium | $1,649.5 MM | $1,790.6 MM | 186% | | Fee Revenue | $136.4 MM | $156.3 MM | 200% |

  63. 2024 Annual Cash Incentive/P4P Plan Results

    | Investment Performance Metrics | 2024 Target* | 2024 As Reported | Payout % of Target | | Effective Yield (GAAP Net Yield %) | 4.88% | 4.94% | 111% | | Pre-tax C1/AUM | 1.60% | 1.27% | 200% | | Total Return Versus Benchmark | Plan >0 | 345 bps | 200% | | Responsible Investment | 6.55 | 6.78 | 129% |

  64. 2024 Annual Cash Incentive/P4P Plan Results

    *See page 55 for additional detail on the threshold, target and maximum performance targets for the 2024 Annual Cash Incentive/P4P Plan.

  65. 2024 Annual Cash Incentive/P4P Plan Results

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  66. 2024 Annual Cash Incentive/P4P Plan Results

    For 2024, the Annual Cash Incentive/P4P plan paid out approximately $44 MM, 79% of which was paid to our associates who are not executive officers. The table below sets forth the actual 2024 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.

  67. 2024 Annual Cash Incentive/P4P Plan Results

    | 2024 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 | 151 | 2,060,868 | 120 | 408,960 | 145 | 2,469,829 | | Paul H. McDonough | 100 | 701,000 | 151 | 847,810 | 110 | 154,220 | 143 | 1,002,031 | | Scott L. Goldberg | 100 | 654,000 | 159 | 829,518 | 110 | 143,880 | 149 | 973,398 | | Eric R. Johnson | 100 | 651,000 | 153 | 797,724 | 110 | 143,220 | 145 | 940,945 | | Matthew J. Zimpfer | 100 | 622,000 | 151 | 752,265 | 120 | 149,280 | 145 | 901,546 |

  68. 2024 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 HRCC using a variety of sources, including peer-level input during quarterly business reviews, CEO assessment (other than for the CEO), and HRCC 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 2024, NEO qualitative metric payouts ranged from 110% to 120% 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; »Applicable associate Voice Survey score results, as discussed above; »Progress on succession planning, as well as recruiting and retaining top talent.

  69. Long-Term Incentives

    Long-Term Incentives

  70. Design and Changes

    Design and Changes The design of our 2024 long-term incentives is consistent with the 2023 design. The design strongly links pay to performance, supports the advancement of the Company’s strategic priorities, aligns with our 2024 compensation program objectives (as summarized earlier) and measures performance in areas of focus. For 2024, 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. 2024 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, 2024 and ending on December 31, 2026 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. 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 TSR modifier cannot increase the P-share payout above the cap of 200%. 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, 2023 and ending on December 31, 2025. 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 2024 vest ratably over a three-year period. Dividend equivalents are paid on RSUs upon vesting.

  71. Design and Changes

    In determining the 2024 annual grant, the HRCC considered market data and performance results to set a dollar amount of equity to be awarded to each executive officer. The number of P-shares and RSUs to be granted to each executive officer were then calculated based on an estimate of the grant date fair value. 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 71.

  72. Long-Term Incentive Plan Grants in 2024

    Long-Term Incentive Plan Grants in 2024 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 2024.

  73. Long-Term Incentive Plan Grants in 2024

    | 2024 Annual LTI Grants | | | | | | P-Shares | | RSUs | | Named Executive Officer | Operating ROE | Operating EPS | | | Gary C. Bhojwani | 65,150 | 65,150 | 114,800 | | Grant Date Fair Value | $1,837,881 | $1,837,881 | $3,144,372 | | Paul H. McDonough | 18,600 | 18,600 | 32,800 | | Grant Date Fair Value | $524,706 | $524,706 | $898,392 | | Scott L. Goldberg | 11,450 | 11,450 | 20,200 | | Grant Date Fair Value | $323,004 | $323,004 | $553,278 | | Eric R. Johnson | 11,150 | 11,150 | 19,600 | | Grant Date Fair Value | $314,541 | $314,541 | $536,844 | | Matthew J. Zimpfer | 10,850 | 10,850 | 19,100 | | Grant Date Fair Value | $306,078 | $306,078 | $523,149 |

  74. 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’ 2024 P-shares. »Operating ROE P-share metric: This metric aligns with CNO’s external reporting of Operating ROE excluding significant items. It is defined as net operating income, excluding significant items, divided by average equity. Net operating income is defined as net income excluding: (1) net realized investment gains or losses from sales, impairments and the 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) gains or losses related to material reinsurance transactions, 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 including earnings attributable to variable interest entities, net of taxes. In calculating average equity, we exclude accumulated other comprehensive income or loss (“AOCI”) and net operating loss (“NOL”) carryforwards. 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 NOL carryforwards 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

  75. P-Share Performance Metrics Defined

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  76. P-Share Performance Metrics Defined

    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. »Operating EPS P-share metric: This metric aligns with CNO’s external reporting of Operating EPS excluding significant items. It is defined as net operating income, excluding significant items, divided by the weighted average number of diluted shares outstanding. Net operating income is defined above. 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. »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 63. 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, Operating ROE excluding significant items, Operating EPS, Operating EPS excluding significant items, net operating income, net operating income per diluted share and net operating loss carryforwards are non-GAAP financial measures. See “A Note About Non-GAAP Financial Measures” on page 1, and see Annex A—Information Related to Certain Non-GAAP Financial Measures for descriptions of these measures and reconciliations to the comparable GAAP measures. Certain of these measures are also discussed below with respect to P-share performance metrics and targets for the noted performance periods.

  77. 2024−2026 P-Share Performance Metrics and Targets

    2024−2026 P-Share Performance Metrics and Targets The HRCC finalized the targets in February 2024 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 established. The HRCC set the applicable financial objectives based on the Board-approved business plan for 2024, which entailed a detailed vetting process prior to presentation and approval by the Board. The HRCC 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 2024 Operating ROE target was set equal to our business plan at 9.7%, which is lower than 2023 as reported Operating ROE (9.8%) but higher than Operating ROE as reported excluding significant items (8.6%). The 2024 Operating EPS target was set equal to our business plan at $3.20, which is higher than 2023 as reported Operating EPS ($3.09) and higher than 2023 Operating EPS as reported excluding significant items ($2.72). The HRCC 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 2023 significant items included $21.7 MM of legal recoveries, net of expenses and increased legal accruals, and $33.9 MM 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 2024 business plan. When setting the 2024 business plan, we expected the return on our alternative investments to improve relative to 2023 and the stable health claims experience from the second half of 2023 to persist with no repeat of the elevated health claims from the second quarter of 2023. The 2024−2026 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 2024 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 2024, no changes were made to the methodology by which we determine P-share performance ranges. Target financial performance was set equal to the Company’s 2024 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

  78. 2024−2026 P-Share Performance Metrics and Targets

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  79. 2024−2026 P-Share Performance Metrics and Targets

    potential impact of external forces such as geopolitical events, inflation dynamics, recession concerns and labor market conditions. The Company reported Operating ROE excluding significant items of 11.4% and Operating EPS excluding significant items of $3.80 for 2024. These results reflect potential payouts of 134.6% and 137.4%, respectively, prior to applying the relative TSR modifier over 2024−2026.

  80. 2023−2025 P-Share Performance Metrics and Targets

    2023−2025 P-Share Performance Metrics and Targets »The 2023−2025 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 2023 based on our strategic goals and business plan at that time. 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 lower target ROE and EPS reflected our expectation for 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. 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 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 set forth below, 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. »The Company reported Operating ROE excluding significant items of 8.6% and Operating EPS 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.

  81. 2022−2024 P-Share Performance Results and Payouts

    2022−2024 P-Share Performance Results and Payouts »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 NOLs. »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 is 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.

  82. 2022−2024 P-Share Performance Results and Payouts

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  83. 2022−2024 P-Share Performance Results and Payouts

    »Our 2022−2024 results generated a 2022−2024 P-share payout of (i) 85.1% for P-shares based on 2022 Operating ROE and (ii) 87.2% for P-shares based on 2022 Operating EPS, in each case, after applying the three-year relative TSR modifier (which had no impact on the payout). The tables below summarize the 2022−2024 P-share metrics, results and payout. The 2022−2024 P-share payout reflects (i) solid underlying results adversely effected by largely non-economic market volatility impacts on our fixed indexed annuity margin; and (ii) 2022–2024 relative TSR in the top third of the peer group, but just below the 75th percentile.

  84. 2022−2024 P-Share Performance Results and Payouts

    | 2022 Operating ROE Performance | % Amount | 3-Year Relative TSR Performance (1/1/22 to 12/31/24) | TSR Performance Share Modifier | | ≥ 14.3% (Maximum) | 200% | ≥ 75th Percentile | +25% | | 9.5% (Target) | 100% | Between 25th Percentile and 75th Percentile | NO ADJUSTMENT | | 4.8% (Threshold) | 50% | ≤ 25th Percentile | −25% | | < 4.8% | NO PAYOUT | | | | As Reported Excluding Significant Items: 8.1% | Payout % of Target: 85.1% | Actual Results: 70.3% 72nd Percentile | Modifier %: 0% Payout % of Target: 85.1% |

  85. 2022−2024 P-Share Performance Results and Payouts

    | 2022 Operating EPS Performance | % Amount | 3-Year Relative TSR Performance (1/1/22 to 12/31/24) | TSR Performance Share Modifier | | ≥ $3.74 (Maximum) | 200% | ≥ 75th Percentile | +25% | | $2.50 (Target) | 100% | Between 25th Percentile and 75th Percentile | NO ADJUSTMENT | | $1.25 (Threshold) | 50% | ≤ 25th Percentile | −25% | | < $1.25 | NO PAYOUT | | | | As Reported Excluding Significant Items: $2.18 | Payout % of Target: 87.2% | Actual Results: 70.3% 72nd Percentile | Modifier %: 0% Payout % of Target: 87.2% |

  86. 2022−2024 P-Share Performance 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: (i) material; (ii) non-recurring or unusual in nature; and (iii) 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 2022−2024 P-shares.

  87. 2022−2024 P-Share Performance Results and Payouts

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  88. 2022−2024 P-Share Performance Results and Payouts

    The table below shows actual Operating ROE and Operating EPS P-share vesting for NEOs related to the 2022−2024 award.

  89. 2022−2024 P-Share Performance Results and Payouts

    | P-Share Vesting for the 2022−2024 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 | 58,900 58,900 | 85.1% 87.2% | 50,123 51,360 | | Paul H. McDonough | Operating ROE Operating EPS | 15,400 15,400 | 85.1% 87.2% | 13,105 13,428 | | Scott L. Goldberg | Operating ROE Operating EPS | 9,900 9,900 | 85.1% 87.2% | 8,424 8,632 | | Eric R. Johnson | Operating ROE Operating EPS | 9,900 9,900 | 85.1% 87.2% | 8,424 8,632 | | Matthew J. Zimpfer | Operating ROE Operating EPS | 9,900 9,900 | 85.1% 87.2% | 8,424 8,632 |

  90. 2022−2024 P-Share Performance Results and Payouts

    (1)Operating ROE and Operating EPS are non-GAAP financial measures. See “A Note About Non-GAAP Financial Measures” on page 1, and see Annex A for descriptions of these measures and reconciliations to the comparable GAAP measures. (2)Variances between values and totals may exist due to rounding.

  91. 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 HRCC 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. For additional information on the selection of the Comparator Peer Companies, see pages 46–47. The HRCC reviews the TSR Performance Peers annually and obtains feedback from its independent executive compensation consultant on their continued appropriateness, including reviewing analyses of existing and potential peers. The TSR Performance Peers below are used to determine the value of the modifier of our 2022−2024, 2023−2025 and 2024−2026 P-share grants. In 2024, American Equity Investment Life Holding Co. was removed as a TSR Performance Peer following its acquisition. Corebridge Financial, Inc. was added as a TSR Performance Peer for the 2024−2026 P-share grants.

  92. 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 76. 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 HRCC 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 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 and an annual performance-based bonus with a target of 160% of base salary with respect to any calendar year, in each case, with increases from time to time based on Mr. Bhojwani’s performance. The threshold payout for Mr. Bhojwani is 50% of his target payout pursuant to the Annual Cash Incentive/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 a notice of non-renewal delivered by the Company, Mr. Bhojwani is eligible to receive the following benefits: (i) a pro rata bonus for the year of termination; (ii) a lump-sum severance payment equal to two times the sum of (a) his base salary plus (b) the target bonus; (iii) outplacement services for a period of up to twelve months; (iv) a lump-sum payment for six months of financial and tax preparation services in an amount not to exceed $10,000; and (v) 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 (ii) above would equal three times the sum of (1) his base salary plus (2) the target bonus; and (b) the subsidized health and welfare benefits described in clause (v) 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: (i) a pro rata bonus for the year of termination; (ii) 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; (iii) outplacement services for a period of up to twelve months; (iv) a lump-sum payment for six months of financial and tax preparation services in an amount not to exceed $10,000; (v) 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 (vi) 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 (ii above would equal two times the sum of (1) the NEO’s base salary plus (2) the target bonus. At the discretion of the plan administrator, the receipt of such 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.

  93. Amended Employment Agreement and Executive Agreements

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  94. Amended Employment Agreement and Executive Agreements

    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.

  95. 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 pledge or hedge any Company securities, including holding CNO shares in margin accounts. They are also prohibited from engaging in any transaction involving Company securities that might be considered speculative or that involves any derivative securities related to CNO shares. This prohibition does not apply, however, to any exercise of our stock options pursuant to our Amended & 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.

  96. Clawback Rights

    In the event that a participant in our Amended & 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 (i) the forfeiture of any outstanding awards held by such participant and (ii) the participant to repay any profits realized by the participant in respect of any previously settled award pursuant to our Amended & 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 HRCC determines that the achievement of performance goals was based on incorrect data.

  97. 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 HRCC 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 HRCC is mindful of the benefit of the deductibility, the HRCC 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.

  98. Summary Compensation Table for 2024

    Summary Compensation Table for 2024 The following Summary Compensation Table for 2024 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, 2024 (collectively, our “Named Executive Officers” or “NEOs”) for each of the years shown below.

  99. Summary Compensation Table for 2024

    | 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 | 2024 | $1,065,000 | $6,820,134 | $2,469,829 | $48,625 | $10,403,588 | | | 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 | | Paul H. McDonough Chief Financial Officer | 2024 | 698,167 | 1,947,804 | 1,002,031 | 45,995 | 3,693,997 | | | 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 | | Scott L. Goldberg President, Consumer Division | 2024 | 650,833 | 1,199,286 | 973,398 | 55,791 | 2,879,308 | | | 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 | | Eric R. Johnson Chief Investment Officer | 2024 | 648,333 | 1,165,926 | 940,945 | 15,800 | 2,771,004 | | | 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(5) | 2024 | 620,000 | 1,135,305 | 901,546 | 30,437 | 2,687,288 | | | 2023 | 610,000 | 1,089,103 | 645,948 | 86,440 | 2,431,491 |

  100. Summary Compensation Table for 2024

    (1)For 2024, this column reflects merit-based salary increases for Messrs. McDonough, Goldberg, Johnson and Zimpfer. See page 50 for additional information. This column includes amounts, if any, deferred at the election of the NEO under the Company’s 401(k) Plan. The 2024 amounts include elective contributions of a portion of the NEO’s base salary to the 401(k) Plan by Messrs. Bhojwani, McDonough, Goldberg and Zimpfer in the amount of $20,813, $18,957, $20,808 and $20,258, respectively. (2)This column represents the aggregate grant date fair value of RSU and P-share awards granted on February 12, 2024, 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, 2024, as filed with the SEC. See the Grants of Plan-Based Awards in 2024 table for information on awards made in 2024. 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 2024 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 2024, the aggregate grant date fair value of the P-share and RSU awards shown in this column would be as follows: Mr. Bhojwani, $9,849,610; Mr. McDonough, $2,812,704; Mr. Goldberg, $1,731,712; Mr. Johnson, $1,684,402; and Mr. Zimpfer, $1,639,831. (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. This column includes amounts, if any, deferred at the election of the NEO under the Company’s 401(k) Plan and/or Deferred Compensation Plan. The 2024 amounts include elective contributions of a portion of the NEO’s compensation under the Company’s Annual Cash Incentive/P4P Plan to (a) the 401(k) Plan by Messrs. Bhojwani, McDonough, Goldberg and Zimpfer in the amount of $9,687, $11,543, $9,692 and $10,242, respectively, and (b) the Deferred Compensation Plan by Mr. Goldberg in the amount of $197,070. (4)The amounts reported in this column for 2024 include amounts shown below paid for: (a) group life insurance premiums paid by the Company; (b) Company contributions to the 401(k) Plan; (c) tax reimbursement; and (d) perquisites and other personal benefits. For 2024, dividend equivalents on RSU and P-share awards are not separately reported in this column because they are reflected in the aggregate grant date fair values shown in the Stock Awards column. Such amounts were separately reported in this column for 2023 and 2022, which for each NEO consisted of the following dividend equivalent amounts: (i) Mr. Bhojwani (2023) - $364,047; (ii) Mr. Bhojwani (2022) - $276,365; (iii) Mr. McDonough (2023) - $81,378; (iv) Mr. McDonough (2022) - $56,102; (v) Mr. Goldberg (2023) - $69,861; (vi) Mr. Goldberg (2022) - $61,186; (vii) Mr. Johnson (2023) - $69,989; (viii) Mr. Johnson (2022) - $60,607; and (ix) Mr. Zimpfer (2023) - $71,434.

  101. Summary Compensation Table for 2024

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  102. Summary Compensation Table for 2024

    | Name | Group Life Insurance Premiums | 401(k) Plan Contributions | Tax Reimbursement | Perquisites and Other Personal Benefits(a) | | Gary C. Bhojwani | $1,806 | $13,800 | $6,533 | $26,486 | | Paul H. McDonough | 2,772 | 13,800 | 5,314 | 24,109 | | Scott L. Goldberg | 966 | 13,800 | 7,284 | 33,741 | | Eric R. Johnson | 2,772 | — | — | 13,028 | | Matthew J. Zimpfer | 1,806 | 13,800 | 880 | 13,951 |

  103. Summary Compensation Table for 2024

    (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; (iv) sporting event tickets; and (v) executive identity and privacy protection services. For Mr. McDonough, this column includes the costs of certain: (i) travel for Mr. McDonough’s spouse; (ii) financial and tax consulting services; (iii) sporting event tickets; and (iv) executive identity and privacy protection services. For Mr. Goldberg, this column includes the costs of certain: (i) travel for Mr. Goldberg’s spouse; (ii) Mayo Clinic executive health benefits; (iii) sporting event tickets; and (iv) executive identity and privacy protection services. For Mr. Johnson, this column includes the costs of certain (i) sporting event tickets; and (ii) executive identity and privacy protection services. For Mr. Zimpfer, this column includes the costs of certain: (i) travel for Mr. Zimpfer’s spouse; (ii) Mayo Clinic executive health benefits; and (iii) executive identity and privacy protection services. (5)Mr. Zimpfer’s 2022 compensation is not provided as he was not an NEO for that year.

  104. Summary Compensation Table for 2024

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  105. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The following table shows certain information concerning grants of plan-based awards in 2024 for the NEOs.

  106. Grants of Plan-Based Awards in 2024

    | | 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 | | | | | | | | 2-12-24 | | | | 65,150 | 130,300 | 260,600 | | $3,675,762 | | | 2-12-24 | | | | | | | 114,800 | 3,144,372 | | Paul H. McDonough | | 350,500 | 701,000 | 1,402,000 | | | | | | | | 2-12-24 | | | | 18,600 | 37,200 | 74,400 | | 1,049,412 | | | 2-12-24 | | | | | | | 32,800 | 898,392 | | Scott L. Goldberg | | 327,000 | 654,000 | 1,308,000 | | | | | | | | 2-12-24 | | | | 11,450 | 22,900 | 45,800 | | 646,008 | | | 2-12-24 | | | | | | | 20,200 | 553,278 | | Eric R. Johnson | | 325,500 | 651,000 | 1,302,000 | | | | | | | | 2-12-24 | | | | 11,150 | 22,300 | 44,600 | | 629,082 | | | 2-12-24 | | | | | | | 19,600 | 536,844 | | Matthew J. Zimpfer | | 311,000 | 622,000 | 1,244,000 | | | | | | | | 2-12-24 | | | | 10,850 | 21,700 | 43,400 | | 612,156 | | | 2-12-24 | | | | | | | 19,100 | 523,149 |

  107. Grants of Plan-Based Awards in 2024

    (1)These amounts represent the threshold, target and maximum amounts that would have been payable for 2024 if the corresponding performance-based metrics under the Annual Cash Incentive/P4P Plan had been achieved in such year. The actual amounts paid for 2024 performance under the Annual Cash Incentive/P4P Plan are listed in the Summary Compensation Table for 2024 on page 68 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 2024 under the Amended & Restated Long-Term Incentive Plan. See footnotes 10 and 11 to the Outstanding Equity Awards at 2024 Fiscal Year-End table beginning on page 72 for additional information regarding the 2024 P-share awards. (3)The amount in this column represents the number of RSUs that were awarded to the Named Executive Officers during 2024 under the Amended & 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 2024 on page 68 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, 2024, as filed with the SEC.

  108. Grants of Plan-Based Awards in 2024

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  109. Narrative Supplement to the Summary Compensation Table for 2024 and the Grants of Plan-Based Awards in 2024 Table

    Narrative Supplement to the Summary Compensation Table for 2024 and the Grants of Plan-Based Awards in 2024 Table

  110. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth certain information concerning outstanding equity awards held by the NEOs as of December 31, 2024.

  111. Outstanding Equity Awards at 2024 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 | — | — | — | — | | | 2-15-22 | — | — | — | — | 32,703(3) | 1,216,879 | — | — | | | 2-15-22 | — | — | — | — | 50,123(4) | 1,865,077 | — | — | | | 2-15-22 | — | — | — | — | 51,360(5) | 1,911,106 | — | — | | | 2-14-23 | — | — | — | — | 74,316(6) | 2,765,298 | — | — | | | 2-14-23 | — | — | — | — | — | — | 66,700(7) | 2,481,907 | | | 2-14-23 | — | — | — | — | — | — | 66,700(8) | 2,481,907 | | | 2-12-24 | — | — | — | — | 114,800(9) | 4,271,708 | | | | | 2-12-24 | — | — | — | — | — | — | 130,300(10) | 4,848,463 | | | 2-12-24 | — | — | — | — | — | — | 130,300(11) | 4,848,463 | | Paul H. McDonough | 4-1-19 | 31,800 | — | 16.50 | 4-1-29 | — | — | — | — | | | 2-15-22 | — | — | — | — | 8,316(3) | 309,438 | — | — | | | 2-15-22 | — | — | — | — | 13,105(4) | 487,637 | — | — | | | 2-15-22 | — | — | — | — | 13,428(5) | 499,656 | — | — | | | 2-14-23 | — | — | — | — | 20,658(6) | 768,684 | — | — | | | 2-14-23 | — | — | — | — | — | — | 18,500(7) | 688,385 | | | 2-14-23 | — | — | — | — | — | — | 18,500(8) | 688,385 | | | 2-12-24 | — | — | — | — | 32,800(9) | 1,220,488 | — | — | | | 2-12-24 | — | — | — | — | — | — | 37,200(10) | 1,384,212 | | | 2-12-24 | — | — | — | — | — | — | 37,200(11) | 1,384,212 | | 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 | — | — | — | — | | | 2-15-22 | — | — | — | — | 5,346(3) | 198,925 | — | — | | | 2-15-22 | — | — | — | — | 8,424(4) | 313,457 | — | — | | | 2-15-22 | — | — | — | — | 8,632(5) | 321,197 | — | — | | | 2-14-23 | — | — | — | — | 12,6726) | 471,525 | — | — | | | 2-14-23 | — | — | — | — | — | — | 11,400(7) | 424,194 | | | 2-14-23 | — | — | — | — | — | — | 11,400(8) | 424,194 | | | 2-12-24 | — | — | — | — | 20,200(9) | 751,642 | — | — | | | 2-12-24 | — | — | — | — | — | — | 22,900(10) | 852,109 | | | 2-12-24 | — | — | — | — | — | — | 22,900(11) | 852,109 |

  112. Outstanding Equity Awards at 2024 Fiscal Year-End

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  113. Outstanding Equity Awards at 2024 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 | 2-23-16 | 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 | — | — | — | — | | | 2-15-22 | — | — | — | — | 5,186(3) | 192,971 | — | — | | | 2-15-22 | — | — | — | — | 8,424(4) | 313,457 | — | — | | | 2-15-22 | — | — | — | — | 8,632(5) | 321,197 | — | — | | | 2-14-23 | — | — | — | — | 11,974(6) | 445,553 | — | — | | | 2-14-23 | — | — | — | — | — | — | 11,100(7) | 413,031 | | | 2-14-23 | — | — | — | — | — | — | 11,100(8) | 413,031 | | | 2-12-24 | — | — | — | — | 18,673(9) | 694,822 | | | | | 2-12-24 | — | — | — | — | — | — | 22,300(10) | 829,783 | | | 2-12-24 | — | — | — | — | — | — | 22,300(11) | 829,783 | | 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 | — | — | — | — | | | 2-15-22 | — | — | — | — | 5,346(3) | 198,925 | — | — | | | 2-15-22 | — | — | — | — | 8,424(4) | 313,457 | — | — | | | 2-15-22 | — | — | — | — | 8,632(5) | 321,197 | — | — | | | 2-14-23 | — | — | — | — | 12,342(6) | 459,246 | — | — | | | 2-14-23 | — | — | — | — | — | — | 11,100(7) | 413,031 | | | 2-14-23 | — | — | — | — | — | — | 11,100(8) | 413,031 | | | 2-12-24 | — | — | — | — | 19,100(9) | 710,711 | — | — | | | 2-12-24 | — | — | — | — | — | — | 21,700(10) | 807,457 | | | 2-12-24 | — | — | — | — | — | — | 21,700(11) | 807,457 |

  114. Outstanding Equity Awards at 2024 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 $37.21 (the per-share closing market price of CNO common stock on December 31, 2024, the last trading day of fiscal year 2024). (3)Reflects the remaining unvested RSUs granted on February 15, 2022 under the Amended & Restated Long-Term Incentive Plan. These RSUs vest on March 25, 2025, subject to the NEO’s employment through the vesting date. Amount shown for Mr. Johnson is net of shares surrendered on the grant date to cover required tax withholding due to Mr. Johnson’s retirement eligibility. (4)Reflects the number of shares of CNO common stock received by the NEO following the settlement of the P-share awards on February 11, 2025 based on achieved 2022 Operating ROE, subject to adjustment 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 & Restated Long-Term Incentive Plan, subject to the NEO’s employment through February 11, 2025 (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 “2022–2024 P-Share Performance Results and Payouts” beginning on page 61. (5)Reflects the number of shares of CNO common stock received by the NEO following the settlement of the P-share awards on February 11, 2025 based on achieved 2022 Operating EPS, subject to adjustment 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 & Restated Long-Term Incentive Plan, subject to the NEO’s employment through February 11, 2025 (the date on which the HRCC certified performance achievement levels and such

  115. Outstanding Equity Awards at 2024 Fiscal Year-End

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  116. Outstanding Equity Awards at 2024 Fiscal Year-End

    P-share awards settled in shares of CNO common stock). For information regarding these awards, see “2022–2024 P-Share Performance Results and Payouts” beginning on page 61. (6)Reflects the remaining unvested RSUs granted on February 14, 2023 under the Amended & 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. Amount shown for Mr. Johnson is net of shares surrendered on the grant date to cover required tax withholding due to Mr. Johnson’s retirement eligibility. (7)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 & Restated Long-Term Incentive Plan. The number of shares assumes achievement of target performance levels which is the next highest performance metric that exceeded the previous year’s fiscal performance with respect to these P-share awards. 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 and how performance is tracking, see “2023–2025 P-Share Performance Metrics and Targets” on page 61. (8)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 & Restated Long-Term Incentive Plan. The number of shares assumes achievement of target performance levels which is the next highest performance metric that exceeded the previous year’s fiscal performance with respect to these P-share awards. 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 and how performance is tracking, see “2023–2025 P-Share Performance Metrics and Targets” on page 61. (9)Reflects the unvested RSUs granted on February 12, 2024 under the Amended & Restated Long-Term Incentive Plan. These RSUs vest in three equal annual installments beginning on March 25, 2025, subject to the NEO’s employment through the applicable vesting date. Amount shown for Mr. Johnson is net of shares surrendered on the grant date to cover required tax withholding due to Mr. Johnson’s retirement eligibility. (10)Each P-share represents the right to receive one share of CNO common stock based on 2024 Operating ROE, as adjusted by relative TSR for the three-year performance period (January 1, 2024 through December 31, 2026) for P-share awards granted on February 12, 2024 under the Amended & Restated Long-Term Incentive Plan. The number of shares assumes achievement of maximum performance levels which is the next highest performance metric that exceeded the previous year’s fiscal performance with respect to these P-share awards. Each such P-share award will, to the extent earned, vest and settle no later than March 15, 2027. For more information regarding the performance metrics and targets for these awards and how performance is tracking, see “2024–2026 P-Share Performance Metrics and Targets” on page 60. (11)Each P-share represents the right to receive one share of CNO common stock based on 2024 Operating EPS, as adjusted by relative TSR for the three-year performance period (January 1, 2024 through December 31, 2026) for P-share awards granted on February 12, 2024 under the Amended & Restated Long-Term Incentive Plan. The number of shares assumes achievement of maximum performance levels which is the next highest performance metric that exceeded the previous year’s fiscal performance with respect to these P-share awards. Each such P-share award will, to the extent earned, vest and settle no later than March 15, 2027. For more information regarding the performance metrics and targets for these awards and how performance is tracking, see “2024–2026 P-Share Performance Metrics and Targets” on page 60.

  117. Outstanding Equity Awards at 2024 Fiscal Year-End

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  118. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information, for the NEOs, concerning (i) stock option exercises during 2024 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 2024 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).

  119. Option Exercises and Stock Vested in 2024

    | | 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 | — | $— | 269,473 | $7,325,438 | | Paul H. McDonough | — | — | 63,337 | 1,720,922 | | Scott L. Goldberg | — | — | 46,115 | 1,253,841 | | Eric R. Johnson | 51,290 | 1,194,237 | 46,418 | 1,773,924 | | Matthew J. Zimpfer | — | — | 45,945 | 1,249,275 |

  120. Option Exercises and Stock Vested in 2024

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

  121. Nonqualified Deferred Compensation in 2024

    Nonqualified Deferred Compensation in 2024 The following table shows certain information concerning nonqualified deferred compensation activity in 2024 for our NEOs.

  122. Nonqualified Deferred Compensation in 2024

    | Name | Executive Contributions in 2024 | CNO Contributions in 2024 | Aggregate Earnings (Loss) in 2024(1) | Aggregate Withdrawals/ Distributions | Aggregate Balance at 12-31-24(2) | | Gary C. Bhojwani | $— | $— | $302,502 | $— | $2,886,265 | | Paul H. McDonough | — | — | — | — | — | | Scott L. Goldberg | 197,070 | — | 91,750 | — | 706,827 | | Eric R. Johnson | — | — | — | — | — | | Matthew J. Zimpfer | — | — | 69,731 | — | 927,601 |

  123. Nonqualified Deferred Compensation in 2024

    (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 2024 on page 68 of this Proxy Statement. (2)Amounts included in this column reflect $2,190,073, $541,799 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 2024 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 2024. Distributions are made in either a lump sum or an annuity as chosen by the executive at the time of deferral.

  124. Nonqualified Deferred Compensation in 2024

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  125. 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, 2024, under each of the scenarios identified below:

  126. Potential Payments Upon Termination or Change in Control

    | Name | Voluntary Resignation Not With Reason or For Cause Termination(1) | Retirement or Voluntary Resignation as a Good Leaver(2) | Disability(3) | Death(4) | Resignation With Reason(5) | Termination Without Just Cause(6) | Termination or Resignation With Reason Within 6 Months Before or 2 Years After Change In Control(7) | | Gary C. Bhojwani(8) | $— | $17,723,285 | $19,427,285 | $19,827,285 | $25,784,863 | $20,573,986 | $28,572,612 | | Paul H. McDonough(9) | — | 4,885,368 | 4,885,368 | 5,285,368 | 8,048,495 | 6,582,283 | 8,749,495 | | Scott L. Goldberg(10) | — | 3,043,392 | 3,043,392 | 3,443,392 | 6,036,886 | 5,133,120 | 6,690,886 | | Eric R. Johnson(11) | — | 2,923,647 | 2,923,647 | 3,323,647 | 5,863,551 | 5,001,361 | 6,514,551 | | Matthew J. Zimpfer(12) | — | 2,954,684 | 2,954,684 | 3,354,684 | 5,779,246 | 4,913,590 | 6,401,246 |

  127. 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). In such events, the NEO’s outstanding P-share and RSU awards would be forfeited. Of the NEOs, only Mr. Johnson was “Retirement” (as defined in the LTIP) eligible as of December 31, 2024. See footnote 2 below for more information. (2)Of the NEOs, only Mr. Johnson was “Retirement” eligible as of December 31, 2024. In the event of a termination of employment due to his Retirement or in the event another NEO voluntarily resigns and qualifies as a “good leaver” under our Good Leaver Policy described on page 71 and such resignation does not constitute a Change in Control Termination (as defined in footnote 7 below): (a) a pro rata portion of any P-share awards would remain eligible to vest in the same manner as described in connection with a termination of employment due to an NEO’s disability in footnote 3 below, with dividend equivalents to be paid thereon; and (b) any RSU awards would continue to vest as if the NEO had remained in active employment through each applicable vesting date, with dividend equivalents to be paid thereon. This column values the P-share and RSU awards that would otherwise remain outstanding and eligible to vest following such termination as if they were accelerated at termination and assumes the achievement of P-share performance levels specified in footnote 3 below. (3)Upon a termination of employment due to an NEO’s “Disability” (as defined in the award agreements), a pro rata portion (based on the number of days from the beginning of the performance period to and including the date of termination) of any P-share awards would 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. 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 2022 Operating ROE, 2022 Operating EPS and relative TSR for the performance period commencing on January 1, 2022 and ending December 31, 2024, as certified by the HRCC on February 11, 2025; (b) assume achievement of 92.6% performance with respect to awards based on 2023 Operating ROE and 90.3% performance with respect to awards based on 2023 Operating EPS without applying the relative TSR modifier for the performance period commencing on January 1, 2023 and ending on December 31, 2025; and (c) assume achievement of 134.6% performance with respect to awards based on 2024 Operating ROE and 137.4% performance with respect to awards based on 2024 Operating EPS without applying the relative TSR modifier for the performance period commencing on January 1, 2024 and ending on December 31, 2026, in each case, (i) as multiplied by the closing sales price of CNO common stock on December 31, 2024 ($37.21); and (ii) plus dividend equivalents to be paid thereon. In such event, any RSU awards would continue to vest as if the NEO had remained in active employment through each applicable vesting date, with dividend equivalents to be paid thereon. This column values the P-share and RSU awards that would otherwise remain outstanding and eligible to vest following such termination as if they were accelerated at termination and assumes the achievement of P-share performance levels specified in this footnote 3. (4)Upon a termination of employment due to a NEO’s death, (a) a pro rata portion of any P-share awards would remain eligible to vest in the same manner as described in connection with a termination of employment due to an NEO’s disability in footnote 3 above, with dividend equivalents to be paid thereon; (b) RSUs would vest in full, with dividend equivalents paid thereon; and (c) the decedent NEO’s estate would be entitled to receive $400,000 under the Company’s group life insurance plan. This column values the P-share awards that would otherwise remain outstanding and eligible to vest following such termination as if they were accelerated at termination assumes the achievement of P-share performance levels specified in footnote 3 above.

  128. Potential Payments Upon Termination or Change in Control

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  129. Potential Payments Upon Termination or Change in Control

    (5)In the event that the employment of an NEO (other than Mr. Bhojwani) had terminated on December 31, 2024 by such NEO “With Reason” (as defined in the Severance Plan) and such resignation does not constitute a Change in Control Termination (as defined in footnote 7 below), such NEO would have been eligible, pursuant to the terms of the Severance Plan described on pages 64–65, to receive the payments and benefits listed below.

  130. 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 | $1,002,031 | $2,103,000 | $25,000 | $10,000 | $23,096 | | Scott L. Goldberg | 973,398 | 1,962,000 | 25,000 | 10,000 | 23,096 | | Eric R. Johnson | 940,945 | 1,953,000 | 25,000 | 10,000 | 10,959 | | Matthew J. Zimpfer | 901,546 | 1,866,000 | 25,000 | 10,000 | 22,016 |

  131. Potential Payments Upon Termination or Change in Control

    Unless such NEO qualifies as a “good leaver” under our Good Leaver Policy described on page 71 and in footnote 2 above, the NEO’s outstanding P-share and RSU awards would be forfeited. This column assumes that, for purposes of the outstanding P-share and RSU awards, the HRCC exercised its discretion under the Good Leaver Policy to treat a resignation “With Reason” as a “good leaver” termination, as described in footnote 2. This column values the P-share and RSU awards that would otherwise remain outstanding and eligible to vest following such termination as if they were accelerated at termination and assumes the achievement of P-share performance levels specified in footnote 3 above. (6)In the event that the employment of an NEO (other than Mr. Bhojwani) had terminated on December 31, 2024 by the Company without “Just Cause” (as defined in the Severance Plan), such NEO would have been eligible, pursuant to the terms of the Severance Plan described on pages 64–65, to receive the payments and benefits listed below.

  132. 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(9) | $1,002,031 | $2,103,000 | $25,000 | $10,000 | $23,096 | | Scott L. Goldberg(10) | 973,398 | 1,962,000 | 25,000 | 10,000 | 23,096 | | Eric R. Johnson(11) | 940,945 | 1,953,000 | 25,000 | 10,000 | 10,959 | | Matthew J. Zimpfer(12) | 901,546 | 1,866,000 | 25,000 | 10,000 | 22,016 |

  133. Potential Payments Upon Termination or Change in Control

    In addition to the amounts payable under the Severance Plan, in the event that the employment of an NEO had terminated on December 31, 2024, by the Company without “Cause” (as defined in the award agreements), a pro rata portion of any P-share awards would remain eligible to vest in the same manner as described in connection with a termination of employment due to an NEO’s disability in footnote 3 above, with dividend equivalents to be paid thereon. Further, a pro rata portion of the next installment of unvested RSUs would vest on the next installment’s vesting date, with dividend equivalents to be paid thereon. For purposes of the foregoing, the pro rata portion shall be calculated based on the number of days from the date on which the most recent installment of the RSUs vested (or if no installments have vested, from the date of grant) to the date of termination divided by the number of days between the date on which the most recent installment of the RSUs vested (or if no installments have vested, from the date of grant) to the date on which the next installment of the RSUs is scheduled to vest. This column values the P-share and RSU awards that would otherwise remain outstanding and eligible to vest following such termination as if they were accelerated at termination and assumes the achievement of P-share performance levels specified in footnote 3 above. (7)In the event that the employment of a NEO (other than Mr. Bhojwani) had terminated on December 31, 2024, 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 64–65, to receive the following payments and benefits:

  134. 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(9) | $1,002,031 | $2,804,000 | $25,000 | $10,000 | $23,096 | | Scott L. Goldberg(10) | 973,398 | 2,616,000 | 25,000 | 10,000 | 23,096 | | Eric R. Johnson(11) | 940,945 | 2,604,000 | 25,000 | 10,000 | 10,959 | | Matthew J. Zimpfer(12) | 901,546 | 2,488,000 | 25,000 | 10,000 | 22,016 |

  135. Potential Payments Upon Termination or Change in Control

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  136. Potential Payments Upon Termination or Change in Control

    In addition to the amounts payable under the Severance Plan, in the event that the employment of an NEO had terminated on December 31, 2024, either by the Company without “Cause,” or by the NEO with “Good Reason” (as defined in the award agreements), in a Change in Control Termination, 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, with dividend equivalents paid thereon. The information included in footnote 3 above regarding the vesting of pro rata portions of the P-shares also applies to the employment termination events discussed in this footnote 7. 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, with dividend equivalents paid thereon. This column assumes the achievement of P-share performance levels specified in footnote 3 above. (8)The following table contains the amounts that would have been payable to Mr. Bhojwani had his employment been terminated on December 31, 2024, pursuant to the following termination scenarios in accordance with his Amended CEO Agreement:

  137. Potential Payments Upon Termination or Change in Control

    | | Voluntary Resignation as a Good Leaver | Disability | Death | Without Just Cause or With Reason | Change in Control Termination | | Pro Rata Target Bonus | $— | $1,704,000 | $1,704,000 | $— | $— | | Pro Rata Actual Bonus | — | — | — | 2,469,829 | 2,469,829 | | Severance Payment(a) | — | — | — | 5,538,000 | 8,307,000 | | Welfare Benefit Subsidy(b) | — | — | — | 18,749 | 37,498 | | Outplacement Services | — | — | — | 25,000 | 25,000 | | Financial and Tax Preparation | — | — | — | 10,000 | 10,000 | | Company Group Life Insurance | — | — | 400,000 | — | — | | RSU Vesting(c) | 8,474,759 | 8,474,759 | 8,474,759 | 3,263,882(d) | 8,474,759 | | P-share Vesting(c) | 9,248,526 | 9,248,526 | 9,248,526 | 9,248,526 | 9,248,526 |

  138. 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)The vesting of awards shown in the table above in this footnote 8 for Mr. Bhojwani reflect vesting terms similar to the other NEOs under the Company’s Amended & 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. The amounts shown assume the achievement of P-share performance levels specified in footnote 3 above and includes the value of dividend equivalents to be paid on the vesting of P-share and RSU awards. (d)Or $8,474,759 assuming the HRCC exercised its discretion under the Good Leaver Policy to treat a resignation “With Reason” as a “good leaver” termination, as described in footnote 2. (9)In the event Mr. McDonough voluntarily resigns or resigns “With Reason” and, in either case, qualifies as a “good leaver” under our Good Leaver Policy, the amount shown for Mr. McDonough includes the value, as of December 31, 2024, of RSUs ($2,359,197) that would continue to vest and prorated P-shares ($2,526,171) that would remain eligible to vest as of the end of the performance period. In the event of disability, the amount shown for Mr. McDonough includes the value, as of December 31, 2024, of RSUs ($2,359,197) that would continue to vest and prorated P-shares ($2,526,171) that would remain eligible to vest as of the end of the performance period. In the event of death, the amount shown for Mr. McDonough includes the value, as of December 31, 2024, of RSUs ($2,359,197) whose vesting would accelerate and prorated P-shares ($2,526,171) that would remain eligible to vest as of the end of the performance period. 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), the amount shown for Mr. McDonough includes the value, as of December 31, 2024, of prorated RSUs ($892,985) that would vest on the next installment’s vesting date and prorated P-shares ($2,526,171) that would remain eligible to vest as of the end of the performance period. In the event of a Change in Control Termination, the amount shown for Mr. McDonough includes the value, as of December 31, 2024, of the vesting of RSUs ($2,359,197) and prorated P-shares ($2,526,171) that would accelerate. The amounts shown assume the achievement of P-share performance levels specified in footnote 3 above and includes the value of dividend equivalents to be paid on the vesting of P-share and RSU awards. See footnotes 2−6 above for additional information.

  139. Potential Payments Upon Termination or Change in Control

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  140. Potential Payments Upon Termination or Change in Control

    (10)In the event Mr. Goldberg voluntarily resigns or resigns “With Reason” and, in either case, qualifies as a “good leaver” under our Good Leaver Policy, the amount shown for Mr. Goldberg includes the value, as of December 31, 2024, of RSUs ($1,459,740) that would continue to vest and prorated P-shares ($1,583,652) that would remain eligible to vest as of the end of the performance period. In the event of disability, the amount shown for Mr. Goldberg includes the value, as of December 31, 2024, of RSUs ($1,459,740) that would continue to vest and prorated P-shares ($1,583,652) that would remain eligible to vest as of the end of the performance period. In the event of death, the amount shown for Mr. Goldberg includes the value, as of December 31, 2024, of RSUs ($1,459,740) whose vesting would accelerate and prorated P-shares ($1,583,652) that would remain eligible to vest as of the end of the performance period. 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), the amount shown for Mr. Goldberg includes the value, as of December 31, 2024, of prorated RSUs ($555,974) that would vest on the next installment’s vesting date and prorated P-shares ($1,583,652) that would remain eligible to vest as of the end of the performance period. In the event of a Change in Control Termination, the amount shown for Mr. Goldberg includes the value, as of December 31, 2024, of the vesting of RSUs ($1,459,740) and prorated P-shares ($1,583,652) that would accelerate. The amounts shown assume the achievement of P-share performance levels specified in footnote 3 above and includes the value of dividend equivalents to be paid on the vesting of P-share and RSU awards. See footnotes 2−6 above for additional information. (11)In the event of his Retirement, the amount shown for Mr. Johnson includes the value, as of December 31, 2024, of RSUs ($1,368,897) that would continue to vest and prorated P-shares ($1,554,749) that would remain eligible to vest as of the end of the performance period. In the event of disability, the amount shown for Mr. Johnson includes the value, as of December 31, 2024, of RSUs ($1,368,897) that would continue to vest and prorated P-shares ($1,554,749) that would remain eligible to vest as of the end of the performance period. In the event of death, the amount shown for Mr. Johnson includes the value, as of December 31, 2024, of RSUs ($1,368,897) whose vesting would accelerate and prorated P-shares ($1,554,749) that would remain eligible to vest as of the end of the performance period. 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), the amount shown for Mr. Johnson includes the value, as of December 31, 2024, of prorated RSUs ($506,708) that would vest on the next installment’s vesting date and prorated P-shares ($1,554,749) that would remain eligible to vest as of the end of the performance period. In the event of a Change in Control Termination, the amount shown for Mr. Johnson includes the value, as of December 31, 2024, of the vesting of RSUs ($1,368,897) and prorated P-shares ($1,554,749) that would accelerate. The amounts shown assume the achievement of P-share performance levels specified in footnote 3 above and includes the value of dividend equivalents to be paid on the vesting of P-share and RSU awards. See footnotes 2−6 above for additional information. (12)In the event Mr. Zimpfer voluntarily resigns or resigns “With Reason” and, in either case, qualifies as a “good leaver” under our Good Leaver Policy, the amount shown for Mr. Zimpfer includes the value, as of December 31, 2024, of RSUs ($1,405,434) that would continue to vest and prorated P-shares ($1,549,250) that would remain eligible to vest as of the end of the performance period. In the event of disability, the amount shown for Mr. Zimpfer includes the value, as of December 31, 2024, of RSUs ($1,405,434) that would continue to vest and prorated P-shares ($1,549,250) that would remain eligible to vest as of the end of the performance period. In the event of death, the amount shown for Mr. Zimpfer includes the value, as of December 31, 2024, of RSUs ($1,405,434) whose vesting would accelerate and prorated P-shares ($1,549,250) that would remain eligible to vest as of the end of the performance period. 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), the amount shown for Mr. Zimpfer includes the value, as of December 31, 2024, of prorated RSUs ($539,778) that would vest on the next installment’s vesting date and prorated P-shares ($1,549,250) that would remain eligible to vest as of the end of the performance period. In the event of a Change in Control Termination, the amount shown for Mr. Zimpfer includes the value, as of December 31, 2024, of the vesting of RSUs ($1,405,434) and prorated P-shares ($1,549,250) that would accelerate. The amounts shown assume the achievement of P-share performance levels specified in footnote 3 above and includes the value of dividend equivalents to be paid on the vesting of P-share and RSU awards. See footnotes 2−6 above for additional information.

  141. 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 3,500 employees as of December 31, 2024. 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 2024 annual total compensation of our median employee was $86,507. As disclosed in the Summary Compensation Table for 2024 on page 68, the 2024 annual total compensation for Mr. Bhojwani was $10,403,588. 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 120 to 1.

  142. CEO Pay Ratio

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  143. Pay Versus Performance

    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.

  144. Pay Versus Performance Table

    Pay Versus Performance Table

  145. Pay Versus Performance Table

    | | Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1)(4)(7) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(2) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2)(4)(7) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | | | | | Total Shareholder Return | Peer Group Total Shareholder Return(3) | Net Income (dollars in millions)(5) | Operating Earnings per Share(6) | | 2024 | $10,403,588 | $18,278,230 | $3,007,899 | $4,550,140 | $231 | $172 | $404 | $3.80 | | 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 | 631 | 2.91 | | 2021 | 8,948,166 | 13,907,530 | 2,512,679 | 3,032,833 | 138 | 124 | 570 | 3.13 | | 2020 | 8,260,886 | 14,813,666 | 2,318,955 | 3,037,794 | 126 | 91 | 302 | 2.34 |

  146. 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, 2023 and 2024. (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 and 2024, who served as NEOs in such years. (3)Peer Group used for TSR comparisons for each fiscal year reported in this table 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 Net Income required to be disclosed in the Company’s audited GAAP financial statements. Due to the adoption of Accounting Standards Update 2018-12, Financial Services - Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts (“ASU 2018-12”), which was effective January 1, 2023, Net Income for the years ended December 31, 2021 and 2022 has been restated to reflect the impact of the adoption of ASU 2018-12. For the years ended December 31, 2021 and 2022, previously reported Net Income was $441 MM and $397 MM, respectively. (6)This column reflects the Operating EPS results used, or expected to be used, in calculating payouts for applicable P-share awards. Operating EPS is a non-GAAP financial measure. Refer to pages 59–63 for more information. Also, see “A Note About Non-GAAP Financial Measures” on page 1, and see Annex A for a description of this measure and reconciliation to the comparable GAAP measure. Due to the adoption of ASU 2018-12, as noted above, Operating EPS for the years ended December 31, 2021 and 2022 has been restated to reflect the impact of the adoption of ASU 2018-12. For the years ended December 31, 2021 and 2022, previously reported Operating EPS was $2.72 and $2.18, respectively. (7)To calculate 2024 Compensation Actually Paid to our CEO and other NEOs, the adjustments in the following table were made to total compensation as reported in the Summary Compensation Table:

  147. Pay Versus Performance Table

    | 2024 | 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 | $10,403,588 | $(6,820,134) | $14,694,776 | $18,278,230 | | Average for Other NEOs Indicated Above | 3,007,899 | (1,362,080) | 2,904,321 | 4,550,140 |

  148. Pay Versus Performance Table

    | 80 | CNO Financial Group, Inc. 2025 Proxy Statement |

  149. Pay Versus Performance Table

    (a)Deductions from Summary Compensation Table Total Pay reflects values from the Option Awards and Stock Awards columns of the Summary Compensation Table for the year. (b)The amounts in this column reflect the following additions:

  150. Pay Versus Performance Table

    | 2024 | 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 During the Year | Total Equity Award Adjustments | | Gary C. Bhojwani, Chief Executive Officer serving as PEO | $11,585,082 | $3,302,584 | $(192,890) | — | $14,694,776 | | Average for Other NEOs Indicated Above | 2,296,503 | 637,391 | (35,920) | $6,348 | 2,904,321 |

  151. Pay Versus Performance Table

    (c)The equity awards included above are comprised of P-shares, RSUs and stock options granted from 2021 through 2024.

  152. 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, the average for our non-PEO NEOs and select CNO financial performance measures.

  153. Compensation Actually Paid Versus Company Performance

    | CNO Financial Group, Inc. 2025 Proxy Statement | 81 |