DEF 14A of Horace Mann Educators Corp /De/
Filed Apr 2, 2025 · FY20240001628280-25-016013
Board Nominees
Board Nominees Upon the recommendation of the Nominating & Governance Committee, the Board nominated Mr. Bradley, Mr. Fetter, Mr. Hines, Mr. Konen, Ms. McClure, Mr. Reece, Dr. Samuel, Ms. Sarsynski and Ms. Zuraitis (Board Nominees) to hold office as Directors. The proxies solicited by and on behalf of the Board will be voted FOR the election of the Board Nominees unless you specify otherwise. The Company has no reason to believe that any of the foregoing Board Nominees is not available to serve or will not serve if elected, although in the unexpected event that any such Board Nominee should become unavailable to serve as a Director, full discretion is reserved to the persons named as proxies to vote for such other persons as may be nominated, or the Board may reduce the size of the Board. Each Director will serve until the next Annual Meeting of Shareholders and until their respective successor is duly elected and qualified. The following information, as of March 15, 2025, is provided with respect to each Board Nominee:
Board Nominees
| Independent Age: 67 Director Since: 2021 Committees: Audit (Chair) Executive | Thomas A. Bradley | | | Qualifications Mr. Bradley has an extensive finance and accounting background and is recognized as a financial expert. His knowledge in these areas assists the Board in its oversight responsibilities. | | | Background Mr. Bradley is the former Executive Chairman and Chief Executive Officer of Argo Group International Holdings, Ltd., an international underwriter of specialty insurance and reinsurance products in the property and casualty market, a position he held until 2023. From 2018 to 2022, he served as a non-executive Director of Argo, and was non-executive Chairman of the Board from 2020 to 2022. He retired from Allied World Assurance Company Holdings, AG, an insurance holding company, in July 2018 as Executive Vice President and Chief Financial Officer, a position he had held since 2012. He previously served as the Executive Vice President and Chief Financial Officer for both Fair Isaac Corporation and the St. Paul Companies. Mr. Bradley also held senior financial and operational positions at Zurich Insurance Group, including Chief Financial Officer for North America and Chief Executive Officer of the Universal Underwriters Group. |
Board Nominees
| 6 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Board Nominees
| Independent Age: 56 Director Since: 2023 Committees: Audit | Victor P. Fetter | | | Qualifications Mr. Fetter’s extensive experience in digital transformation, cybersecurity and technology risk management brings a unique perspective and assists the Board with its oversight management. | | | Background Mr. Fetter is the Global Chief Information Officer of Fortive, an industrial technology company, a position he has held since January 2020. He previously served as Chief Digital Officer at Vertiv, a critical infrastructure provider, from 2017 to 2019. Prior to that, he served as Chief Information Officer for LPL Financial and Dell’s online division. He is National Association of Corporate Directors (NACD) Directorship Certified and has completed the NACD Cyber-Risk Oversight Program. | | Independent Age: 62 Director Since: 2018 Committees: Investment & Finance Nominating & Governance | Perry G. Hines | | | Qualifications Mr. Hines’ cross-sector expertise in general management, brand building and strategic marketing brings unique perspective and insight to the Board. | | | Background Mr. Hines is a retired corporate marketing executive and is the President and CEO of The Hines Group, LLC, a firm he formed in 2006 specializing in marketing, communications and strategic planning. He has nearly three decades of cross-sector experience in general management, brand, communications and marketing with a specific focus on financial services. Mr. Hines previously served as Senior Vice President, Chief Marketing and Communications Officer for Irwin Mortgage Corporation, a position he held from 2002 to 2007, Senior Vice President, Chief Marketing and Sales Officer of Lincoln Reinsurance Corporation and its subsequent successor Swiss Reinsurance Corporation from 1998 to 2002 and Vice President of Marketing & Communications of Safeco from 1995 to 1998. He has held previous management and senior marketing roles with General Mills, Target, Pfizer and Canadian-based Imasco, Inc., where he stewarded well known household brands. |
Board Nominees
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 7 |
Board Nominees
| Independent Age: 66 Director Since: 2019 Committees: Compensation (Chair) Audit Executive | Mark E. Konen | | | Qualifications Mr. Konen’s 35-year insurance career, extensive background and proven leadership in the life and retirement business provides the Board with a valuable perspective on these topics. | | | Background Mr. Konen retired from Lincoln Financial Group, a financial services company, in February 2017 as President of the Insurance and Retirement Solutions division, a position he had held since 2008. He was responsible for all aspects of strategic leadership, product development, and client services, as well as profitability management of the individual life insurance, group protection and retirement plan services businesses. He oversaw Lincoln Financial Group’s individual life and annuity business as President, Individual Markets, from 2006 to 2008. Prior to its merger with Lincoln Financial Group in 2006, he served in various senior management positions with Jefferson Pilot Financial. Mr. Konen is currently a member of the Board of Directors of Lincoln Life & Annuity Company of New York. | | Independent Age: 70 Director Since: 2013 Committees: Nominating & Governance (Chair) Compensation | Beverley J. McClure | | | Qualifications Ms. McClure’s broad experience in the areas of service excellence, customer experience, culture creation, employee engagement and quality management provides the Board with a valuable perspective on these topics. | | | Background Ms. McClure retired in 2007 after a 35-year career with United Services Automobile Association, a diversified financial services group, as Senior Vice President, Enterprise Operations. In 2007, she founded Fresh Perspectives LLC, an executive coaching and small business consulting firm, which was dissolved in 2019. Ms. McClure previously served as Senior Advisor of Endeavor Management, a consulting firm specializing in service culture creation, leadership coaching, business transformation, operational execution, and customer experience management, a position she held from 2010 to 2013. She holds the Chartered Life Underwriter and Fellow and Life Management Institute designations. |
Board Nominees
| 8 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Board Nominees
| Chairman of the Board Independent Age: 68 Director Since: 2016 Committees: Executive (Chair) Nominating & Governance Compensation | H. Wade Reece | | | Qualifications Mr. Reece’s in-depth knowledge of the insurance industry, leadership skills and broad experience with agency management provides the Board with industry insight and perspective. | | | Background Mr. Reece retired in 2015 after a 37-year career with BB&T Corporation, a bank holding company, where he served as the Chairman of the Board and Chief Executive Officer of BB&T Insurance Services, Inc. and BB&T Insurance Holdings, Inc. Until his retirement in 2015, Mr. Reece served as Vice Chairman of the Foundation of Agency Management Excellence Board of Directors and a member of the Executive Committee of The Institutes (American Institute for Chartered Property Casualty Underwriters and Insurance Institute of America). He was also a Chairman of the Council of Insurance Agents & Brokers and Chairman of the Board of Trustees of The Institutes. Mr. Reece currently is a member of the Board of Directors of the North Carolina State University Foundation. | | Independent Age: 46 Director Since: 2023 Committees: Investment & Finance | Aaliyah A. Samuel, EdD | | | Qualifications Dr. Samuel’s extensive experience in public education and educational policy development provides the Board with valuable insight into the Company’s niche market and the challenges and opportunities within that market. | | | Background Dr. Samuel is the President and Chief Executive Officer of CASEL, a nonpartisan, nonprofit organization dedicated to making evidence-based social and emotional learning an essential part of education for all students, a position she has held since January 2022. Prior to joining CASEL, she served as Deputy Assistant Secretary, of Local, State and National Engagement at the U.S. Department of Education, a position she held from February 2021 to December 2021. Prior to her role in the Department of Education, she was with NWEA, a research based not-for-profit that creates academic assessments, including service as Executive Vice President of Government Affairs & Partnerships and Vice President, Policy & Advocacy, from January 2019 to February 2021. She served as Director of Education at the National Governors Association from November 2015 to December 2018. Dr. Samuel currently serves as a Senior Fellow at the Center on the Developing Child at Harvard University, a research center to drive innovation in early childhood education practice and policy. |
Board Nominees
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 9 |
Board Nominees
| Independent Age: 69 Director Since: 2021 Committees: Investment & Finance (Chair) | Elaine A. Sarsynski | | | Qualifications Ms. Sarsynski’s extensive knowledge in managing institutional investments and proven strategic leadership is a valuable asset to the Board. | | | Background Ms. Sarsynski was Chairwoman, Chief Executive Officer and President of Mass Mutual International, an insurance company, until her retirement in 2017. She joined Mass Mutual Life Insurance Company in 2005 as Managing Director at Babson Capital Management LLC, a MassMutual subsidiary. She became Executive Vice President, Chief Administrative Officer, Chief Executive Officer and President of MassMutual International in 2006 and Executive Vice President, member of the Office of the Chief Executive Officer and President of MassMutual Retirement Services, as well as Chairwoman of MassMutual International, in 2008. Prior to joining Babson Capital, she served two elected terms as First Selectman for the town of Suffield, Connecticut. In 1998, she founded Sun Consulting Group LLC, offering consulting services to the real estate industry. Ms. Sarsynski previously spent 17 years at Aetna where she held multiple senior management positions overseeing segments of the company’s Investments Division and leading the Corporate Finance Department. She currently serves on the Board of Directors of Genworth Financial, Inc., TI Fluid Systems PLC and Horizon Technology Finance Corporation. | | President and Chief Executive Officer Age: 64 Director Since: 2013 Committees: Executive Investment & Finance | Marita Zuraitis | | | Qualifications Ms. Zuraitis’s knowledge of and extensive background in the insurance industry contribute to Board discussion and understanding of issues impacting the Company. | | | Background Ms. Zuraitis was appointed to her present position as President and Chief Executive Officer of the Company in September 2013 after joining the Company in May 2013 as President and Chief Executive Officer-Elect. Ms. Zuraitis came to Horace Mann from The Hanover Insurance Group where she was an Executive Vice President and a member of The Hanover’s Executive Leadership Team. From 2004 to 2013, she served as President, Property and Casualty Companies, of The Hanover Insurance Group. Prior to 2004, Ms. Zuraitis was with The St. Paul/Travelers Companies for six years, where she achieved the position of President and Chief Executive Officer, Commercial Lines. She also held a number of increasingly responsible underwriting and field management positions with United States Fidelity and Guaranty Company and Aetna Life and Casualty. She is past Chair of the Board of Trustees of The Institutes, the leading provider of risk management and property-casualty insurance education, whose offerings include the premier CPCU® designation, and a past member of the Board of Directors of LL Global, Inc., a trade association with operating divisions LIMRA and LOMA. She is also a member of the Board of Directors of Citizens Financial Group, Inc. Ms. Zuraitis has over 30 years of experience in the insurance industry. |
Board Nominees
All of the Board Nominees were elected Directors at the last Annual Meeting of Shareholders of the Company held on May 22, 2024. The Board recommends that Shareholders vote FOR the election of these nine nominees as Directors.
Board Nominees
| 10 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Board Nominees
Board of Directors and Committees There were nine members on the Board as of March 15, 2025. The Board met eight times during 2024. No incumbent Director of the Company attended fewer than 90% of the Board meetings and the committee meetings to which they were appointed and served during 2024. The Board Chair presides over all executive sessions of the Board, including executive sessions of non-employee Directors, and may be contacted as described in “Corporate Governance - Communications with Directors.” The members of the Board are expected to be present at the Annual Meeting. The following nine Directors serving on the Board at the time of last year’s Annual Meeting attended the meeting: Mr. Bradley, Mr. Fetter, Mr. Hines, Mr. Konen, Ms. McClure, Mr. Reece, Dr. Samuel, Ms. Sarsynski and Ms. Zuraitis.
Committees of the Board
| Compensation Element | Non-Employee Director Compensation(1) | | Board Chair Annual Retainer | $210,000 | | Board Member Annual Retainer (other than Board Chair) | $85,000 | | Committee Chair Annual Retainer | $30,000 Audit Committee $20,000 all other Committees(2) | | Technology Liaison Annual Retainer | $15,000 | | Share-based Compensation | Fair value on the date of the respective awards is used to determine the number of Restricted Stock Units (RSUs) awarded. An annual award of $130,000 in RSUs following the Annual Shareholder Meeting. $130,000 in RSUs if joining the Board within six months after the prior Annual Shareholder Meeting, $65,000 in RSUs if joining more than six months after the prior Annual Shareholder Meeting but before the next Annual Shareholder Meeting. All awards have a 1-year vesting period. | | Basic Group Term Life Insurance | Premium for $10,000 face amount | | Business Travel Accident Insurance | Premium for $100,000 coverage |
Committees of the Board
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Thomas A. Bradley | 115,000 | 130,000 | 200 | 245,200 | | Victor P. Fetter | 100,000 | 130,000 | 46 | 230,046 | | Perry G. Hines | 85,000 | 130,000 | 46 | 215,046 | | Mark E. Konen | 105,000 | 130,000 | 46 | 235,046 | | Beverley J. McClure | 105,000 | 130,000 | 200 | 235,200 | | H. Wade Reece | 210,000 | 130,000 | 200 | 340,200 | | Aaliyah A. Samuel, EdD | 85,000 | 130,000 | 46 | 215,046 | | Elaine A. Sarsynski | 105,000 | 130,000 | 200 | 235,200 |
2024 Business Highlights
2024 Executive Compensation Highlights These elements of the executive compensation program are described more fully below. •The Company undertook an extensive shareholder engagement process regarding compensation in fall 2024 •Pay mix comprised of base salary, cash annual incentives under the Annual Incentive Plan (AIP), and equity-based long-term incentives under the Long-term Incentive Plan (LTIP) •85% of the CEO’s target compensation and in aggregate over 61% of all other NEOs’ target compensation linked to performance-based or service-vested incentives •Balanced performance measures designed with a focus on shareholder return, both absolute and relative, and incenting operating growth while managing risk; Return on equity is included as a key metric to align responsible stewardship of capital with shareholder value creation over time •Performance incentives tied to multiple overlapping performance periods •All incentives are capped •Annual cash incentives tied to company performance measures •Long-term incentives entirely equity-based and dividends are only paid if underlying shares actually vest: –50% Performance-based RSUs vest following a 3-year period, based on 100% relative measures (TSR and operating return on equity), which was increased to 60% for 2025 –30% Service-vested stock options with a 4-year vesting period, which was decreased to 20% in 2025. We also prohibit repricing or exchanging underwater options absent shareholder approval –20% Service-vested RSUs with a 3-year vesting period •2024 results reflected the multiyear effort to restore the P&C operations to profitability; 2024 P&C earnings improved 238% to $49.1M versus a loss of $35.5M in the prior year. This large improvement in profitability was a significant factor in the annual incentive pay out of 160.2% and reflects the direct alignment with goals within our executive compensation program and our overall strategy •Our rigorous goal setting and incentive plan design hold our executives accountable for performance; while 2024 performance was strong, we are still making strides toward sustained strong performance; 2022-2024 performance-based RSUs paid out at 70.2%, which is based entirely on relative performance •Stock ownership guidelines for NEOs: –Twelve-month post-exercise holding requirement for stock options –Minimum 12-month vesting for all equity awards •Clawback policy applicable to both cash and equity awards which complies with regulatory guidance •Executive change in control plan excludes “tax gross-up” provision and includes a “double trigger” provision •Prohibit hedging and pledging •Limited perks and executive benefits
Say on Pay
| What We Heard: | How We Responded: | | CEO compensation versus peers and alignment with performance. Some, but not all, shareholders raised concerns with relative pay levels for our CEO and the alignment between pay and performance. They requested additional information on the decision making process relative to setting executive compensation and benchmarking to peers. | •No increases to target CEO pay in 2025. •To further enhance the pay for performance alignment of our programs, we have increased the weighting of our performance shares from 50% to 60% in 2025. •56% of target total CEO compensation is tied to rigorous performance goals (85% of total target pay is at risk) and we continue to have 100% of our performance shares tied to relative performance. ◦PSUs with performance period ending in 2024 which are based on relative TSR and ROE performance paid out below target (70.2%), reinforcing direct alignment with shareholder experiences. •Expanded section on peer selection and peer benchmarking considerations, including the importance of having a proven track record of success in managing multiline insurance companies through up and down cycles. •Increases to 2024 target compensation, which were made prior to our engagement, are discussed further in the “Compensation levels should be market competitive” section. Of note, the CEO did not receive a salary increase in 2024, only at-risk pay was increased. | | Goal setting and metric selection. Some shareholders noted preference for enhanced disclosures around goal setting and metric selection in the executive compensation program, particularly when goals were set lower than prior years. Shareholders that did highlight the use of similar metrics across the short- and long-term incentive program noted it was not a concern for them for the following reasons: importance of the metric selected, the AIP metric measures absolute performance, and the LTIP metric measures relative performance. | •In the annual and long-term incentive plan sections of this proxy statement, we have provided more information on the rationale for performance goals included in the plans and the factors considered in the target setting process for both plans and intend to continue providing this type of disclosure. •Goals for 2024 were set above prior year target and actual results. •Our annual incentive plan measures absolute adjusted ROE on a one-year basis, while our long-term plan measures three-year average ROE performance relative to our performance peer group. ROE is a key strategic financial measure for our business, and we believe measuring it over both time periods and on both an absolute and relative basis is appropriate to align executives and ensure responsible stewardship of capital to drive shareholder value creation. | | Management alignment with shareholders. | •We have increased the stock ownership guideline for our CEO from 500% to 600%. •In addition to ownership guidelines for all NEOs, we also have a requirement that NEOs hold net proceeds from stock option exercise for a minimum of 12 months. | | Use of stock options. Some shareholders indicated a preference for less emphasis on stock options. | •We have decreased the weighting of stock options from 30% to 20% and increased the weighting of PBRSUs by 10% (to 60%). •We continue to deliver the vast majority of the CEOs pay in the form of equity. |
Strong pay for performance alignment
Strong pay for performance alignment We target compensation around the median of the competitive market, with executives earning more or less than median based on their experience, the performance of the Company and value delivered to Shareholders, and their individual performance. Our core executive compensation program includes base salary, an annual cash incentive plan (AIP), and long-term equity awards (LTIP). Both AIP and LTIP are administered under the Shareholder-approved 2010 Comprehensive Executive Compensation Plan, as amended and restated, March 9, 2021. Incentive awards are earned upon the achievement of short-term and long-term business goals that are reviewed and approved by the Committee at the beginning of each performance period. Performance goals are structured to reward business growth, profitability, and relative TSR, balanced with productivity, risk and capital management.
Strong pay for performance alignment
Our incentive plans are highly performance-based and aligned with shareholders. This is demonstrated in the below chart, where we compare our CEO’s “Compensation Actually Paid” to that of our compensation peer group for the most recent four years disclosed by peers. Our CEO’s Compensation Actually Paid is between the 25th percentile and median1. This alignment is strong in large part due to the Committee’s decision to emphasize equity compensation for the CEO as well as the relative performance metrics in our PBRSU program and the rigorous goals we set in our annual incentive. 1 For Comparison Purposes, this analysis focuses on the TSR of our Compensation Peer group. As discussed later, we utilize the Russell 2000 Insurance Index for PBRSU performance
Incentive compensation should drive long-term value creation and reward strong performance
Incentive compensation should drive long-term value creation and reward strong performance The AIP performance goals are based on premiums and adjusted operating income which drive long-term value and are metrics management can control. The LTIP performance goals are directly linked to multi-year growth and return measures to focus executives on value creation, with multiple metrics based on performance versus peers to focus on outperforming our peers. Our historical incentive plan payouts are aligned with both company performance and value delivered to Shareholders, as displayed in the table below.
Incentive compensation should drive long-term value creation and reward strong performance
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 27 |
Significant portion of compensation should be “at risk” based on the Company’s performance and aligned with Shareholders’ interests
Significant portion of compensation should be “at risk” based on the Company’s performance and aligned with Shareholders’ interests For 2024, 85% of the CEO’s target total pay (base salary, target annual incentive, and target long-term incentive) and on average are 61% of target total pay for all other NEOs is at risk, and is variable from year to year. For the majority of the compensation, the level of payout is dependent on the Company’s performance. To encourage executive performance on a long-term basis, and to align executive interests with Shareholders’, the Committee grants equity awards with multi-year performance periods and multi-year vesting. In 2024, Ms. Zuraitis received approximately 60% of her target compensation in equity. With respect to the other NEOs, approximately 34% to 40% of their compensation was equity-based.
Compensation levels should be market competitive
The Committee does not seek to benchmark or set executive compensation at any specific level relative to the peer group. The Committee uses the median as a reference point, but then considers individual performance and the overall competitive landscape for the role. The Committee also considers the experience and tenure of an executive when setting pay, therefore, if an executive is continuing to perform and has a long track record of success, they will typically be positioned higher relative to market as compared to an executive who is performing well, but has a less robust track record. This approach has led to a bigger absolute difference in pay for our CEO who has a longer track record of success and a newer management team beyond the CEO. The Committee also considers this as it sets pay. They also take a measured approach to bringing people up to the market level over time. For 2024, CAP’s analysis demonstrated that overall core total direct compensation for Ms. Zuraitis was consistent with target pay positioning within competitive range of market median, considering her tenure and performance. With her increase of 8.9%, Ms. Zuraitis’ pay is approximately 15% above the median, which is well within our target pay positioning given her experience, performance, and the complexities of running a multiline insurance company. In addition, in comparing to peers, the Committee puts a greater emphasis on “at-risk” pay as opposed to salary. Based on the data received, and CAP’s analysis, the Committee deliberates in executive session to determine its recommendation for approval by the Board. The other NEOs are assessed against comparable functional matches in the insurance industry and the broader general industry, as appropriate.
Compensation levels should be market competitive
| 2024 Peer Group | | | | Ambac Financial Group, Inc. | Kemper Corporation | Selective Insurance Group, Inc. | | American Equity Investment Life Holding Co | National Western Life Group, Inc. | The Hanover Insurance Group | | Argo Group International Holdings, Ltd. | Primerica, Inc. | United Fire Group, Inc. | | CNO Financial Group, Inc. | ProAssurance Corporation | White Mountains Insurance Group | | Employers Holdings, Inc. | RLI Corporation | |
Annual Incentive Plan
Annual Incentive Plan Our AIP is a cash incentive plan, administered under the Comprehensive Executive Compensation Plan (CECP), and designed to drive and reward strong performance over a one-year period. Annually, the Committee establishes the performance objectives, threshold, target and maximum performance levels, and the related threshold, target and maximum AIP opportunities for each NEO, expressed as a percentage of base salary. In addition to the NEOs, the vast majority of our employees are eligible to participate in the annual incentive plan. Target incentive opportunity levels for the NEOs are intended to approximate the median of the target bonus potential for similarly situated executives in comparable companies. Maximum incentive opportunities are set at 200% of target. For 2024, there were three performance measures, with 50% of the award based on company-wide adjusted core earnings, and the remaining 50% divided equally among AIP adjusted return on equity (25%) and insurance premiums and contract charges earned (25%), as defined below and shown in the chart. This provides a balance between shareholder return and growth, while complementing the longer-term LTIP metrics, which focus on long-term shareholder value creation.
2024 Annual Incentive Plan Performance Measures
2024 Annual Incentive Plan Performance Measures AIP Adjusted Core Earnings - Core earnings (GAAP net income after tax, excluding net investment gains and losses) adjusted for Property and Casualty catastrophe costs different than the annual Plan, annuity market risk benefit adjustment different than Plan, the impact on investment income of share repurchases different than Plan, debt structure/costs including debt retirement different than Plan, and impact of changes to the statutory tax rate different than Plan. AIP Adjusted Return on Equity - Company’s annual return (AIP adjusted core earnings) divided by the value of its total Shareholders’ equity (excluding the fair value adjustment for investments). Insurance Premiums & Contract Charges Earned - The amount of ratably earned insurance premiums and contract charges from Horace Mann products. The vast majority of employees, in addition to the NEOs, are eligible to participate in the annual incentive program with measures based on corporate objectives to promote alignment. The targets were based on a review of market conditions and expectations of other companies in the industry as well as our financial plan for 2024 (2024 Plan). The 2024 Plan was the basis of our 2024 earnings guidance, which was publicly disclosed in February 2024 in connection with the announcement of results for the year ended December 31, 2023. The Committee believes that tying the AIP to overall company performance provides appropriate alignment for an executive’s compensation as it recognizes that the Company as a whole must perform well in order to deliver value to our Shareholders. It is the goal of the Committee to establish measurements and targets that are reasonable, but not easily achieved. The measures and targets are discussed with the CEO, other NEOs, CAP, and other members of management and the Board before they are set. The Committee takes goal setting seriously and sets goals with a significant degree of difficulty. In setting goals, the Committee considers prior year results, industry trends and broader macroeconomic factors. We believe philosophically that goals should have a significant stretch while also still being achievable in order to retain and incentivize executives appropriately. Our business, in particular the Property & Casualty side, is subject to “down cycles” which are experienced by all P&C underwriters. This can lead to years where despite exceptional execution, financial results are expected to be below the prior year. While it does not happen often, and did not for 2024, the Committee will occasionally determine that a goal below the prior year actual performance is appropriate given the degree of difficulty needed to achieve it.
2024 Annual Incentive Plan Performance Measures
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 31 |
2024 Annual Incentive Plan Performance Measures
Each February, the Committee certifies performance and determines AIP payouts for the prior year. Based on the 2024 results of 160.2% of target for Ms. Zuraitis and the other NEOs, the 2024 AIP payouts (paid in March 2025) is detailed below. This performance is reflective of an incredibly strong fourth quarter and as a result, led to a strong finish for earnings, driving adjusted ROE above 9%.
2024 Annual Incentive Plan Performance Measures
| 2024 AIP Measures | Threshold | Target | Maximum | Actual | Results | Weighting | Payout | | AIP Adjusted Core Earnings ($M) | 114 | 129 | 144 | 141 | 182.4% | 50% | 91.2% | | AIP Adjusted Return on Equity (%) | 7.5 | 8.5 | 9.5 | 9.3 | 182.0% | 25% | 45.5% | | Insurance Premiums and Contract Charges Earned ($M) | 1,131 | 1,148 | 1,171 | 1,144 | 94.1% | 25% | 23.5% | | Total | | | | | | 100% | 160.2% |
2024 Annual Incentive Plan Performance Measures
| Named Individual | 2024 Target AIP Opportunity | 2024 Actual AIP Payout ($) | 2024 Actual AIP Payout as a % of Base Salary | | Marita Zuraitis | 175% | 2,916,186 | 280.4% | | Ryan E. Greenier | 50% | 277,064 | 79.2% | | Bret A. Conklin | 70% | 607,539 | 111.5% | | Matthew P. Sharpe | 60% | 501,520 | 95.5% | | Stephen J. McAnena | 65% | 542,445 | 103.3% | | Donald M. Carley | 50% | 346,497 | 79.7% |
2024 Annual Incentive Plan Performance Measures
The Committee sets goals that have a significant degree of stretch, though are viewed as achievable. Achieving target is challenging and the Annual Incentive payouts over the years have varied, further highlighting the rigor with which the Committee sets goals.
2024 Annual Incentive Plan Performance Measures
| 32 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Long-term Incentive Plan
Long-term Incentive Plan The intent of our LTIP is to focus executives on shareholder value and key strategic objectives, while promoting retention.
2024 LTIP Aggregate Target Opportunity
2024 LTIP Aggregate Target Opportunity In setting the dollar values of the 2024 opportunities under the LTIP for each NEO, the Committee targeted amounts that would achieve the Company’s overall objective of positioning total compensation within competitive range of the market median with flexibility to recognize individual performance and tenure. The 2024 target grant values for the NEOs were as follows:
2024 LTIP Aggregate Target Opportunity
| Named Individual | 2024 LTIP Target ($) | | Marita Zuraitis | 4,160,000 | | Ryan E. Greenier* | 275,000 | | Bret A. Conklin | 600,000 | | Matthew P. Sharpe | 550,000 | | Stephen J. McAnena | 550,000 | | Donald M. Carley | 375,000 |
2024 LTIP Aggregate Target Opportunity
*Mr. Greenier was appointed CFO in October 2024; LTIP target reflects prior role given award is granted in March
2024 LTIP Award Vehicles
2024 LTIP Award Vehicles For 2024, the LTIP is comprised of three vehicles, as illustrated in the chart: (1) performance-based RSUs; (2) service-vested RSUs; and (3) service-vested stock options. Performance-based RSUs - Earned over a three-year period, based upon Relative Measures that are equally weighted. For each Relative Measure, the threshold is the 25th percentile, target is the 50th percentile, and maximum is the 90th percentile of the peer group. The Company believes utilizing all Relative Measures holds management accountable for the Company’s performance versus peers on TSR and ROE, which benefits our Shareholders. In addition to the ROE and TSR component, the PBRSUs can be modified up or down by 10% based upon performance vs our Corporate Social Responsibility scorecard, which is detailed further below. If any shares are earned at the end of the three-year performance period, the executive fully vests in the award. Service-vested RSUs - Vest in three annual installments. Stock options - Granted at fair market value with a 10- year life, options vest in four annual installments.
2024 LTIP Award Vehicles
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 33 |
Performance-based RSUs (PBRSUs)
Performance-based RSUs (PBRSUs) The Committee believes that PBRSUs provide an effective vehicle for rewarding executives based on a three-year performance period. Each year, a new three-year period starts, partially overlapping the periods that started the prior two years. PBRSUs were granted on March 6, 2024 for the 2024-2026 performance period and comprise 50% of the 2024 LTIP opportunity. These RSUs will be earned and vested on January 1, 2027, if at all, based on the level of achievement. From the date of grant, PBRSUs accrue dividend equivalents at the same rate as dividends paid to our Shareholders, but the dividend equivalents are only paid on the corresponding shares that are earned. If no shares are earned, the dividend equivalents are forfeited. Earned dividend equivalents are converted into additional RSUs. As discussed in more detail under “Commitment to Corporate Social Responsibility” in the Summary, Horace Mann is committed to being a good corporate citizen and to having a positive impact on our stakeholders. Horace Mann demonstrates its commitment to operating responsibly through the security it provides customers, the initiatives and investments the Company deploys in the communities it serves, the claims it pays and the grants it gives in times of need. For 2024, the Company continued to include a modifier (+/- 10%) into the PBRSUs to hold designated key executives accountable for achieving our initiatives utilizing a scorecard approach. The scorecard consists of key metrics for each component of our Corporate Social Responsibility program: •Sustainability (25%) - focused on reducing its carbon footprint, as well as monitoring and managing climate change risks that affect our stakeholders •Social Considerations (50%) - focused on the strategy and progress related to inclusion and enhancing employee engagement to make a positive social impact on America’s educational community, our employees, and the communities in which we live and work •Governance (25%) - focused on board composition, succession planning, and risk management policies and procedures to ensure a financially strong company that operates ethically To ensure the company is progressing on these efforts, the Compensation Committee and Board receive regular updates related to the scorecard metrics. For Fiscal 2025, we increased the weighting of Performance RSUs to 60% (from 50%) of the target long-term incentive and reduced options to 20% from 30% based on shareholder feedback.
Service-Vested RSUs
Service-Vested RSUs The Committee believes that service-vested RSUs assist in the retention of key executive talent. Service-vested RSUs were granted on March 6, 2024 and comprise 20% of the 2024 LTIP opportunity. Service-vested RSUs vest 33% after the first year, vest an additional 33% after the second year and vest the final 34% after the third year from the grant date, and are subject to continued employment through the vesting date. From the date of the grant, the RSUs accrue dividend equivalents at the same rate as dividends paid to our Shareholders. These dividend equivalents are converted into additional RSUs and vest when the underlying RSUs vest.
Stock Options
Stock Options The Committee believes that non-qualified stock options (NQSOs) provide strong alignment with shareholder interests, as participants do not realize any value unless our stock price appreciates. They also promote retention. Stock options granted under the LTIP have an exercise price equal to the closing price of our Common Stock on the date of grant, vest in four annual installments subject to continued employment on each vesting date and have a ten-year term. Stock options were granted on March 6, 2024 and comprise 30% of the 2024 LTIP opportunity. The number of options granted was determined using the Black-Scholes valuation method. For additional information regarding assumptions used for these valuations, see the Company’s 2024 Annual Report “Notes to Consolidated Financial Statements – Note 1 – Summary of Significant Accounting Policies – Share-Based Compensation.” Upon exercise, Executive Officers are required to hold shares equivalent to any proceeds (net of exercise price and related taxes and the costs of the exercise) for a minimum of twelve months.
Stock Options
| 34 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Timing of Equity Grants
Timing of Equity Grants The Committee has granted long-term incentives only at its regularly scheduled Board meetings. The grant date is the date the applicable resolution is approved or a future date as otherwise specified in the resolution. Moreover, the Committee does not approve the grant of stock options in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s common stock, such as a significant positive or negative earnings announcement, and may not be timed with the public release of such information based on stock option grant dates. It is our policy to not grant stock options or similar awards during periods in which there is material nonpublic information about the Company, including (i) during “blackout” periods or outside a “trading window” established in connection with the public release of earnings information under our Insider Trading Policy or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of the Company’s common stock on the date of grant. 2024-2026 Performance-based RSUs The Performance-based RSUs granted in 2024 have two equally weighted performance measures: Relative TSR - TSR for the three-year period (from the average price five trading days before and five trading days after the beginning of the measurement period (1/1/24) to the average price five trading days before and five trading days after the end of the measurement period (12/31/26) measured against a peer group of companies. Relative 3-Year Core Return on Equity - Average annual core earnings return (net income excluding net investment gains and losses) on average equity (excluding the fair value adjustment for investments) for the three-year period measured against a peer group of companies.
Prior Years PBRSU Grants
| 2022-2024 Performance Measures | Threshold (2) | Target (2) | Maximum (2) | Weighting | Result | | Relative (1) Measures | | | | | | | TSR (3) | 25th Percentile Ranking vs Peer Companies | 50th Percentile Ranking vs Peer Companies | 90th Percentile Ranking vs Peer Companies | 50% | 33.0% | | Core ROE (4) | 25th Percentile Ranking vs Peer Companies | 50th Percentile Ranking vs Peer Companies | 90th Percentile Ranking vs Peer Companies | 50% | 37.2% | | | | | Total | | 70.2% |
Prior Years PBRSU Grants
(1) Peer group comprised of Russell 2000® Index insurance companies excluding brokerage, reinsurance, financial guarantee, and health companies. (2) Threshold award (25th percentile) is 50% of target LTIP opportunity; Target award (50th percentile) is 100%; Maximum (90th percentile) is 200% of target. Awards for results between Threshold-Target and Target-Maximum are interpolated. (3) TSR for the three-year period. Measured from the average price five trading days before and five trading days after the beginning of the measurement period (1/1/22) to the average price five trading days before and five trading days after the end of the measurement period (12/31/24). Source: S&P Market Intelligence (4) Average annual Core Earnings return (net income excluding net investment gains and losses) for the three-year performance period. Source: S&P Market Intelligence
2025 Compensation Program Changes
2025 Compensation Program Changes In consideration of shareholder feedback and review of compensation program design in light of our business strategy, the following executive compensation program design elements were changed for 2025: •Long-term incentive mix: 60% PBRSUs (up from 50%); 20% time-based RSUs; 20% stock options (down from 30%) •No increase to target CEO pay for 2025 •Increased stock ownership requirement for the CEO from 500% to 600% of salary
Minimum Vesting Period
Minimum Vesting Period In 2017, through an amendment approved by the Board, the Company updated the CECP to reflect a minimum vesting period of one year for all equity grants. No portion of any equity grant, including Stock Options, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units, will become vested before the first anniversary of the grant date except in the cases of death or disability.
Annual Performance and Pay Review
Annual Performance and Pay Review To further reinforce a performance-based culture and the tie between company results and compensation, the Committee reviews each Executive Officer’s performance annually, coinciding with the review of corporate performance results. Each Executive Officer is reviewed not only on prior year business results but also on the individual’s demonstration of leadership skills and progress on specific strategic initiatives and other key priorities. The Committee also considers any adjustments to base salary, annual incentive opportunity, and long-term incentive opportunity at this review. The Committee recognizes the need to have market-competitive compensation opportunities to attract, retain, and reward high performing executive talent.
Minimal Use of Employment Agreements
Minimal Use of Employment Agreements Standard practice for the Company is to not enter into any individual employment agreements with any Executive Officer. We intend to continue to minimize their use, while recognizing that in isolated situations an agreement may be needed for succession planning, attraction and retention of key executive talent. We do on a targeted basis, when executing against our succession plan, tailor vesting of equity awards to align with succession. For Ms. Zuraitis, consistent with select prior NEOs, the Company will fully vest her outstanding equity awards at the time of her separation or retirement if she remains employed through December 31, 2027. Performance awards will remain subject to achievement of the specified performance goals and vest consistent with the terms of the outstanding agreements. This agreement does not guarantee any level of compensation or payout, it merely allows Ms. Zuraitis to fully vest instead of pro-rata vest in the awards, which she was entitled to under our retirement provisions.
Executive Severance and Change in Control Plans
Executive Severance and Change in Control Plans To maintain market competitiveness and allow for the successful recruitment of key executives, the Company maintains the Horace Mann Service Corporation Executive Severance Plan (Executive Severance Plan) and the Horace Mann Service Corporation Executive Change in Control Plan (CIC Plan). The Executive Severance Plan provides benefits due to loss of position with or without a change in control. The CIC Plan is intended to provide a level of security consistent with market practices, mitigate some of the conflicts an executive may be exposed to in a potential acquisition or merger situation, and serve to ensure a more stable transition if a corporate transaction were to occur. The CIC Plan provides for benefits only in the event of the loss of position following a change in control (double trigger), as defined in the CIC Plan. Participants in the CIC Plan are designated by position. This plan does not have tax gross-up provisions. The CIC Plan does not permit duplicate benefits under the Executive Severance Plan.
Executive Severance and Change in Control Plans
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 39 |
Executive Severance and Change in Control Plans
The multiple is based on the sum of salary plus target annual incentive, payable in the form of salary continuation (for the Executive Severance Plan), and payable in a lump sum (for the CIC Plan), based on the following table:
Executive Severance and Change in Control Plans
| | Multiple | | | Named Individual | Executive Severance | Change In Control | | Marita Zuraitis | 2.0 | 2.5 | | Ryan E. Greenier | 1.5 | 2.0 | | Bret A. Conklin | 1.5 | 2.0 | | Matthew P. Sharpe | 1.5 | 2.0 | | Stephen J. McAnena | 1.5 | 2.0 | | Donald M. Carley | 1.5 | 2.0 |
Nonqualified Supplemental Defined Contribution and Other Nonqualified Deferred Compensation Plans
Nonqualified Supplemental Defined Contribution and Other Nonqualified Deferred Compensation Plans The Company sponsors an unfunded nonqualified supplemental defined contribution plan, the Nonqualified Supplemental Defined Contribution Plan (NQDCP), which covers only the base salary compensation in excess of the IRC Section 401(a)(17) limit, which in 2024 was $345,000. The NQDCP accounts are established for the executives at the time their compensation exceeds the IRC Section 401(a)(17) limit and the NEOs are credited with an amount equal to 5% of the excess. In addition, the NQDCP accounts are credited with the same rate of return as the stable value fund available as an investment option under the qualified plan sponsored by the Company for all employees. The Company offered a nonqualified deferred compensation plan to executives, which allowed them to defer receipt of long-term incentive cash compensation prior to 2009 when cash was a component of the LTIP. Executives were allowed to defer up to 100% of their earned long-term cash incentive into HMEC’s deferred Common Stock equivalent units. All the NEOs except Mr. Conklin were hired after 2009 and do not have an account in the plan.
Nonqualified Supplemental Defined Contribution and Other Nonqualified Deferred Compensation Plans
| 40 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation of the Company’s CEO, CFO, and the three other most highly compensated executive officers during 2024, 2023, and 2022.
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Option Awards ($) (4) | Non-Equity Incentive Plan Compensation ($) (5) | All Other Compensation ($) (6) | Total ($) | | Marita Zuraitis President & Chief Executive Officer | 2024 | 1,040,000 | — | 2,912,000 | 1,248,000 | 2,916,186 | 81,800 | 8,197,986 | | | 2023 | 1,033,333 | — | 2,693,600 | 1,154,400 | 1,109,490 | 144,707 | 6,135,530 | | | 2022 | 1,000,000 | — | 2,100,000 | 900,000 | 942,500 | 139,205 | 5,081,705 | | Ryan E. Greenier Executive Vice President & Chief Financial Officer | 2024 | 345,833 | — | 275,000 | — | 277,064 | 27,204 | 925,101 | | | 2023 | 325,000 | — | 225,000 | — | 93,054 | 25,282 | 668,336 | | | 2022 | 275,000 | — | 275,000 | — | 71,500 | 21,365 | 642,865 | | Bret A. Conklin Executive Vice President, Finance Transformation | 2024 | 541,667 | — | 420,000 | 180,000 | 607,539 | 34,048 | 1,783,254 | | | 2023 | 525,000 | | 420,000 | 180,000 | 263,057 | 36,408 | 1,424,465 | | | 2022 | 520,833 | — | 420,000 | 180,000 | 203,125 | 36,892 | 1,360,850 | | Matthew P. Sharpe Executive Vice President, Corporate Strategy | 2024 | 521,667 | — | 385,000 | 165,000 | 501,520 | 54,946 | 1,628,133 | | | 2023 | 503,333 | — | 420,000 | 180,000 | 216,172 | 56,088 | 1,375,593 | | | 2022 | 490,833 | — | 420,000 | 180,000 | 191,425 | 47,045 | 1,329,303 | | Stephen J. McAnena Executive Vice President & Chief Operating Officer | 2024 | 520,833 | — | 385,000 | 165,000 | 542,445 | 54,767 | 1,668,045 | | | 2023 | 324,039 | 250,000 | 350,000 | 150,000 | 139,168 | 25,627 | 1,238,834 | | | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | Donald M. Carley Executive Vice President & General Counsel | 2024 | 432,500 | — | 262,500 | 112,500 | 346,497 | 52,465 | 1,206,462 | | | 2023 | 418,333 | — | 262,500 | 112,500 | 149,722 | 51,604 | 994,659 | | | 2022 | 406,667 | — | 280,000 | 120,000 | 132,167 | 38,601 | 977,435 |
Summary Compensation Table
(1) Represents each NEO’s actual base salary earnings as of December 31, 2024, 2023 and 2022, respectively. (2) Represents a sign-on bonus for Mr. McAnena in 2023. (3) Represents the grant date fair value of service-based and performance-based RSUs granted in 2024, 2023, and 2022. Performance-based RSUs are valued based on the probable performance of Target with the potential of 50% to 200% being earned based on performance results. (4) Represents the grant date fair value of $8.12 per share for stock options granted on March 6, 2024, the grant date fair value of $8.59 per share for stock options granted on March 8, 2023, and the grant date fair value of $8.51 per share for stock options granted on March 9, 2022. The grant date fair value for Mr. McAnena is $7.67 per share for stock options granted on May 23, 2023. (5) Represents the cash payout for the AIP earned in each year. (6) Components of All Other Compensation are set forth on the following page.
Summary Compensation Table
| 42 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Pay Versus Performance
Pay Versus Performance The following table sets forth information regarding the relationship between compensation of the Company’s Principal Executive Officer (PEO) and its non-PEO named executive officers, the total shareholder return of the Company and its peer group and the Company’s AIP adjusted core earnings during 2024, 2023, 2022 and 2021.
Pay Versus Performance
| Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (1) (3) | Average Compensation Actually Paid to Non-PEO NEOs (2) (3) | Value of Initial Fixed $100 Investment Based On: | | Net Income/(Loss) (6) | AIP Adjusted Core Earnings (7) | | | | | | | Total Shareholder Return (4) | Peer Group Total Shareholder Return (4) (5) | | | | 2024 | 8,197,986 | 9,912,858 | 1,442,199 | 1,646,640 | 107.23 | 200.73 | 102.80 | 141.00 | | 2023 | 6,135,530 | 4,161,252 | 1,258,388 | 1,004,322 | 86.04 | 158.28 | 45.00 | 85.50 | | 2022 | 5,081,705 | 5,124,209 | 1,095,571 | 1,099,614 | 94.31 | 144.86 | (2.60) | 133.00 | | 2021 | 6,118,977 | 5,555,002 | 1,299,216 | 1,197,525 | 94.37 | 131.54 | 142.80 | 161.70 |
Pay Versus Performance
(1) Represents the total compensation for our PEO, Ms. Zuraitis, and the average total compensation for our non-PEO NEOs from the Summary Compensation Table for 2024, 2023, 2022 and 2021. (2) Represents the total compensation from the Summary Compensation Table for our PEO and the average total compensation for our non-PEO NEOs during 2024, 2023, 2022, and 2021 as adjusted to reflect changes in the fair value of outstanding stock and option awards in accordance with Item 402(v) of Regulation S-K.
Pay Versus Performance
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 43 |
Pay Versus Performance
| Reconciliation of Summary Compensation Table and Compensation Actually Paid | | PEO | | | | | | | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table | | 8,197,986 | 6,135,530 | 5,081,705 | 6,118,977 | | Stock and Option Awards (a) | | (4,160,000) | (3,848,000) | (3,000,000) | (2,700,000) | | Equity Award Adjustments (b) | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in the Applicable Year | 4,854,661 | 3,188,263 | 3,013,866 | 2,605,028 | | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 321,552 | (1,706,428) | (290,878) | (605,669) | | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | 123,355 | (52,628) | 160,589 | (13,771) | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 575,304 | 444,515 | 158,927 | 150,437 | | Compensation Actually Paid | | 9,912,858 | 4,161,252 | 5,124,209 | 5,555,002 |
Pay Versus Performance
| Reconciliation of Summary Compensation Table and Compensation Actually Paid | | Average Non-PEO NEOs | | | | | | | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table | | 1,442,199 | 1,258,388 | 1,095,571 | 1,299,216 | | Stock and Option Awards (a) | | (470,000) | (518,750) | (456,250) | (431,250) | | Equity Award Adjustments (b) | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in the Applicable Year | 548,553 | 447,408 | 458,634 | 416,695 | | | Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 43,576 | (236,456) | (52,691) | (111,510) | | | Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | 13,228 | (7,603) | 27,426 | (2,725) | | | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 69,084 | 61,335 | 26,924 | 27,099 | | Compensation Actually Paid | | 1,646,640 | 1,004,322 | 1,099,614 | 1,197,525 |
Pay Versus Performance
(a) Represents the aggregate grant date fair value of all equity awards in the Stock Awards and Stock Option Awards columns in the Summary Compensation Table for the applicable year. (b) Represents the equity award adjustments which include: the year-end fair value of any stock and option awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; the amount of the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any stock or option awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; for stock and option awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and the dollar value of any dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such stock award or included in any other component of total compensation for the covered fiscal year. (3) Our non-PEO NEOs include the following individuals for each year: for 2024, Mr. Greenier, Mr. Conklin, Mr. Sharpe, Mr. McAnena, and Mr. Carley; for 2023, Mr. Conklin, Mr. Sharpe, Mr. McAnena, and Mr. Carley; for 2022, Mr. Conklin, Mr. Sharpe, Mr. Carley, and Mr. Desrochers; for 2021, Mr. Conklin, Mr. Sharpe, Mr. Carley, and Mr. Desrochers. (4) Total Shareholder Return for each fiscal year is based on a $100 common equity investment at the close of December 31, 2020 measuring through and including the end of the applicable year. (5) Represents the Total Shareholder Return for S&P 500 Insurance Industry peer group. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Result is rounded to the nearest million dollars. (7) Represents the most important financial performance measure not otherwise reported in the above table that is used by the Company to link actual compensation paid during the most recent fiscal year to the Company’s performance, as required pursuant to Item 402(v) of Regulation S-K. The Company-selected measure is AIP adjusted core earnings, which is the Company’s net income calculated in accordance with GAAP adjusted to exclude the items described in the CD&A. Result is rounded to the nearest million dollars.
Pay Versus Performance
| 44 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Pay Versus Performance
The Compensation Committee considers the following financial measures to be the most important in aligning the long- and short-term incentive compensation of our PEO and other named executive officers with performance: •AIP adjusted core earnings •AIP adjusted return on equity •Total shareholder return •Insurance premiums and contract charges earned
Pay Versus Performance
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 45 |
CEO Pay Ratio
CEO Pay Ratio Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we calculate a ratio of total pay for our CEO compared to total pay for our median employee (CEO Pay Ratio). To identify our median employee, we use total cash at target (annualized base salary as of 12/31/2024 plus annual bonus target), as we believe this is the most representative measure of annual compensation for our broader employee population. Once the median employee is identified, we compile the same pay elements for the median employee that we do for the NEOs as displayed in the Summary Compensation Table. We then compare total pay of our CEO (as displayed in the Total $ column of the Summary Compensation Table) to total pay of our median employee. The following table sets forth information regarding CEO Pay Ratio.
CEO Pay Ratio
| | Total Pay ($) | Pay Ratio | | Chief Executive Officer | 8,197,986 | 105:1 | | Median Employee | 78,123 | |
CEO Pay Ratio
| 46 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Grants of Plan Based Awards
Grants of Plan Based Awards The following table sets forth information concerning the grant of the 2024 Annual Incentive and the grant of the 2024 Long-term Incentive for the 2024 – 2026 performance period. Actual payouts under the 2023 AIP are included in the Summary Compensation Table. Payouts for the 2024 Long-term incentive grant and the determination of the actual RSUs earned will not occur until after the completion of the 2024 – 2026 performance period.
Grants of Plan Based Awards
| Named Individual | Grant Date | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | All Other Option Awards: Number of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Option Awards ($) (5) | | | | Incentive Plan | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Marita Zuraitis | | AIP | 910,000 | 1,820,000 | 3,640,001 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | 29,387 | 58,774 | 117,548 | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 23,511 | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 153,612 | $35.39 | 1,248,000 | | Ryan E. Greenier | | AIP | 86,458 | 172,917 | 345,833 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | 1,943 | 3,886 | 7,772 | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 3,888 | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 0 | $35.39 | 0 | | Bret A. Conklin | | AIP | 189,583 | 379,167 | 758,334 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | 4,239 | 8,477 | 16,954 | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 3,393 | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 22,156 | $35.39 | 180,000 | | Matthew P. Sharpe | | AIP | 156,500 | 313,000 | 626,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | 3,886 | 7,771 | 15,542 | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 3,111 | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 20,312 | $35.39 | 165,000 | | Stephen J. McAnena | | AIP | 169,271 | 338,542 | 677,083 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | 3,886 | 7,771 | 15,542 | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 3,111 | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 20,312 | $35.39 | 165,000 | | Donald M. Carley | | AIP | 108,125 | 216,250 | 432,500 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | 2,650 | 5,299 | 10,598 | N/A | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 2,121 | N/A | N/A | N/A | | | 3/6/2024 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 13,848 | $35.39 | 112,500 |
Grants of Plan Based Awards
N/A - Not applicable (1) Represents performance-based 2024 Annual Incentive. (2) Represents the performance-based portion of the 2024 Long-term Incentive grant. (3) Represents the service-based RSU portion of the 2024 Long-term Incentive grant. (4) Represents the stock option portion of the 2024 Long-term Incentive grant. (5) Totals equate to each NEO’s 2024 Long-term Incentive amount. The fair value of stock options was determined using the Black-Scholes model.
Grants of Plan Based Awards
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 47 |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding the exercisable and unexercisable stock options, as well as the unvested RSUs held by each NEO at December 31, 2024.
Outstanding Equity Awards at Fiscal Year End
| Named Individual | Option Awards | | | | | | Stock Awards (Restricted Stock Units) | | | | | | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1)(5) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Grant Date | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(2)(5) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(4)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(3) | | Marita Zuraitis | 70,424 | 0 | 0 | 41.95 | 03/07/17 | 03/07/27 | 45,556 | 1,787,162 | 159,556 | 6,259,382 | | | 71,532 | 0 | 0 | 42.95 | 03/06/18 | 03/06/28 | | | | | | | 93,756 | 0 | 0 | 38.99 | 03/05/19 | 03/05/29 | | | | | | | 109,648 | 0 | 0 | 41.83 | 03/04/20 | 03/04/30 | | | | | | | 78,543 | 26,181 | 0 | 40.10 | 03/03/21 | 03/03/31 | | | | | | | 52,898 | 52,898 | 0 | 41.39 | 03/09/22 | 03/09/32 | | | | | | | 33,608 | 100,824 | 0 | 35.98 | 03/08/23 | 03/08/33 | | | | | | | 0 | 153,612 | 0 | 35.39 | 03/06/24 | 03/06/34 | | | | | | Ryan E. Greenier | 1,499 | 0 | 0 | 31.01 | 03/09/16 | 03/09/26 | 11,054 | 433,648 | 9,115 | 357,581 | | | 4,772 | 0 | 0 | 41.95 | 03/07/17 | 03/07/27 | | | | | | | 4,208 | 0 | 0 | 42.95 | 03/06/18 | 03/06/28 | | | | | | | 4,808 | 0 | 0 | 38.99 | 03/05/19 | 03/05/29 | | | | | | Bret A. Conklin | 8,180 | 0 | 0 | 41.95 | 03/07/17 | 03/07/27 | 7,069 | 277,317 | 25,955 | 1,018,215 | | | 13,676 | 0 | 0 | 42.95 | 03/06/18 | 03/06/28 | | | | | | | 21,636 | 0 | 0 | 38.99 | 03/05/19 | 03/05/29 | | | | | | | 27,412 | 0 | 0 | 41.83 | 03/04/20 | 03/04/30 | | | | | | | 17,454 | 5,818 | 0 | 40.10 | 03/03/21 | 03/03/31 | | | | | | | 10,580 | 10,580 | 0 | 41.39 | 03/09/22 | 03/09/32 | | | | | | | 5,241 | 15,723 | 0 | 35.98 | 03/08/23 | 03/08/33 | | | | | | | 0 | 22,156 | 0 | 35.39 | 03/06/24 | 03/06/34 | | | | | | Matthew P. Sharpe | 25,672 | 0 | 0 | 41.95 | 03/07/17 | 03/07/27 | 6,776 | 265,822 | 25,222 | 989,459 | | | 23,144 | 0 | 0 | 42.95 | 03/06/18 | 03/06/28 | | | | | | | 26,444 | 0 | 0 | 38.99 | 03/05/19 | 03/05/29 | | | | | | | 27,412 | 0 | 0 | 41.83 | 03/04/20 | 03/04/30 | | | | | | | 15,999 | 5,333 | 0 | 40.10 | 03/03/21 | 03/03/31 | | | | | | | 10,580 | 10,580 | 0 | 41.39 | 03/09/22 | 03/09/32 | | | | | | | 5,241 | 15,723 | 0 | 35.98 | 03/08/23 | 03/08/33 | | | | | | | 0 | 20,312 | 0 | 35.39 | 03/06/24 | 03/06/34 | | | | | | Stephen J. McAnena | 4,891 | 14,673 | 0 | 32.13 | 05/23/23 | 05/23/33 | 5,459 | 214,157 | 16,417 | 644,039 | | | 0 | 20,312 | 0 | 35.39 | 03/06/24 | 03/06/34 | | | | | | Donald M. Carley | 12,952 | 0 | 0 | 41.95 | 03/07/17 | 03/07/27 | 4,458 | 174,887 | 16,562 | 649,727 | | | 11,572 | 0 | 0 | 42.95 | 03/06/18 | 03/06/28 | | | | | | | 14,424 | 0 | 0 | 38.99 | 03/05/19 | 03/05/29 | | | | | | | 17,444 | 0 | 0 | 41.83 | 03/04/20 | 03/04/30 | | | | | | | 10,911 | 3,637 | 0 | 40.10 | 03/03/21 | 03/03/31 | | | | | | | 7,054 | 7,054 | 0 | 41.39 | 03/09/22 | 03/09/32 | | | | | | | 3,276 | 9,828 | 0 | 35.98 | 03/08/23 | 03/08/33 | | | | | | | 0 | 13,848 | 0 | 35.39 | 03/06/24 | 03/06/34 | | | | |
Outstanding Equity Awards at Fiscal Year End
(1) Long-term Incentive stock option grants are service-based and all exercisable options vest on each anniversary of the grant date at a rate of 25% of the original grant. (2) Represents the unvested service-based RSUs granted in 2022, 2023 and 2024.
Outstanding Equity Awards at Fiscal Year End
| 48 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Outstanding Equity Awards at Fiscal Year End
(3) Represents the value of the RSUs based on the closing price of our Common Stock ($39.23) at December 31, 2024. (4) The performance-based RSUs granted in 2022 will not be earned until the end of the 2022-2024 performance period. RSUs earned at the end of the performance period will vest 100% in 2025. The performance-based RSUs granted in 2023 will not be earned until the end of the 2023-2025 performance period. RSUs earned at the end of the performance period will vest 100% in 2026. The performance-based RSUs granted in 2024 will not be earned until the end of the 2024-2026 performance period. RSUs earned at the end of the performance period will vest 100% in 2027. (5) To support proactive succession planning efforts, Mr. Sharpe’s 2023 performance-based agreement allows for full continued vesting if he retires in good standing after December 31, 2024 but before the end of the performance period. The award will vest at the end of the performance period based on actual performance. For Mr. Sharpe’s time-based awards, his agreements allow for full vesting if he retires in good standing prior to the end of the vesting period, but remains active until at least January 1, 2025. The awards will vest in full as of the retirement date.
Option Exercises and Stock Vesting
Option Exercises and Stock Vesting The following table sets forth information regarding options exercised and stock awards acquired on vesting by the NEOs in 2024.
Option Exercises and Stock Vesting
| Named Individual | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) | | Marita Zuraitis | 145,942 | 1,298,723 | 44,503 | 1,571,378 | | Ryan E. Greenier | 0 | 0 | 3,463 | 122,108 | | Bret A. Conklin | 21,032 | 199,469 | 9,286 | 328,031 | | Matthew P. Sharpe | 0 | 0 | 8,696 | 307,131 | | Stephen J. McAnena | 0 | 0 | 1,081 | 36,376 | | Donald M. Carley | 14,988 | 176,663 | 5,122 | 181,073 |
Option Exercises and Stock Vesting
(1) The value realized on vesting of stock awards is determined by multiplying the number of shares vested by the closing stock price on the date of vesting. The actual amounts realized from vested stock awards will depend upon the sale price of the shares when they are actually sold.
Option Exercises and Stock Vesting
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 49 |
Nonqualified Supplemental Defined Contribution and Other Nonqualified Deferred Compensation Plans
Nonqualified Supplemental Defined Contribution and Other Nonqualified Deferred Compensation Plans The following table sets forth information regarding participation by the NEOs in the Company’s NQDCP and the nonqualified deferred compensation plan as of December 31, 2024.
Nonqualified Supplemental Defined Contribution and Other Nonqualified Deferred Compensation Plans
| Named Individual | Account Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) (1) | Aggregate Earnings in Last FY ($) (2) | Aggregate Balance at Last FYE ($) | | Marita Zuraitis | NQDCP Account | 0 | 34,750 | 2,346 | 345,348 | | | Deferred Compensation Account | 0 | 0 | 0 | 0 | | Ryan E. Greenier | NQDCP Account | 0 | 42 | 0 | 42 | | | Deferred Compensation Account | 0 | 0 | 0 | 0 | | Bret A. Conklin | NQDCP Account | 0 | 9,833 | 424 | 70,847 | | | Deferred Compensation Account | 0 | 0 | 88,868 | 450,198 | | Matthew P. Sharpe | NQDCP Account | 0 | 8,833 | 600 | 93,315 | | | Deferred Compensation Account | 0 | 0 | 0 | 0 | | Stephen J. McAnena | NQDCP Account | 0 | 8,792 | (1,094) | 7,698 | | | Deferred Compensation Account | 0 | 0 | 0 | 0 | | Donald M. Carley | NQDCP Account | 0 | 4,375 | 176 | 31,062 | | | Deferred Compensation Account | 0 | 0 | 0 | 0 |
Nonqualified Supplemental Defined Contribution and Other Nonqualified Deferred Compensation Plans
(1) Represents the 2024 NQDCP registrant Company contributions. These contributions are included in the All Other Compensation column of the Summary Compensation Table for 2024. (2) Represents (a) the gains/losses in the NQDCP in 2024 and (b) the change in the deferred compensation account balance reflecting changes in the closing stock price of HMEC Common Stock from December 31, 2023 to December 31, 2024, each excluding contributions reflected in the first two columns.
Illustration of Potential Payments upon Termination or Change in Control
Illustration of Potential Payments upon Termination or Change in Control The following table presents the estimated payments and benefits that would have been payable as of the end of 2024 in the event of separation due to disability or death, cause, voluntary termination of employment, retirement, involuntary termination of employment without cause, and a change of control of the Company. Consistent with SEC requirements, these estimated amounts have been calculated as if the NEOs’ employment had been terminated as of December 31, 2024, the last business day of 2024, using the closing price of our Common Stock on that date ($39.23). The amounts reported in the following table are hypothetical amounts based on the disclosure of compensation information about the NEOs. Actual payments will depend on the circumstances and timing of any termination of employment or other triggering event.
Illustration of Potential Payments upon Termination or Change in Control
| 50 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Illustration of Potential Payments upon Termination or Change in Control
| Estimated Payments ($) Assuming Termination as of December 31, 2024 (1)(2)(4) | | | | | | | Name & Benefits | Disability or Death | For Cause | Voluntary | Involuntary Termination w/o Cause | Change in Control | | Marita Zuraitis | | | | | | | Cash Severance | 0 | 0 | 0 | 5,720,000 | 7,150,000 | | AIP | 1,820,000 | 0 | 0 | 1,820,000 | 1,820,000 | | Acceleration of Stock Options | 917,548 | 0 | 0 | 0 | 917,548 | | Acceleration of RSUs | 5,266,796 | 0 | 0 | 0 | 7,503,207 | | Health and Welfare | 0 | 0 | 0 | 32,798 | 32,798 | | Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | (1,967,203) | | TOTAL | 8,004,344 | 0 | 0 | 7,572,798 | 15,456,350 | | Ryan E. Greenier | | | | | | | Cash Severance | 0 | 0 | 0 | 787,500 | 1,050,000 | | AIP | 175,000 | 0 | 0 | 175,000 | 175,000 | | Acceleration of Stock Options | 0 | 0 | 0 | 0 | 0 | | Acceleration of RSUs | 593,217 | 0 | 0 | 0 | 735,740 | | Health and Welfare | 0 | 0 | 0 | 0 | 0 | | Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | (191,686) | | TOTAL | 768,217 | 0 | 0 | 962,500 | 1,769,054 | | Bret A. Conklin | | | | | | | Cash Severance | 0 | 0 | 0 | 1,389,750 | 1,853,000 | | AIP | 381,500 | 0 | 0 | 381,500 | 381,500 | | Acceleration of Stock Options | 136,179 | 0 | 0 | 0 | 136,179 | | Acceleration of RSUs | 872,781 | 0 | 0 | 0 | 1,203,516 | | Health and Welfare | 0 | 0 | 0 | 43,128 | 43,128 | | Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | N/A | | TOTAL | 1,390,460 | 0 | 0 | 1,814,378 | 3,617,323 | | Matthew P. Sharpe | | | | | | | Cash Severance | 0 | 0 | 0 | 1,260,000 | 1,680,000 | | AIP | 315,000 | 0 | 0 | 315,000 | 315,000 | | Acceleration of Stock Options | 129,098 | 0 | 0 | 0 | 129,098 | | Acceleration of RSUs | 852,486 | 0 | 0 | 0 | 1,164,756 | | Health and Welfare | 0 | 0 | 0 | 43,128 | 43,128 | | Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | N/A | | TOTAL | 1,296,584 | 0 | 0 | 1,618,128 | 3,331,982 | | Stephen J. McAnena | | | | | | | Cash Severance | 0 | 0 | 0 | 1,299,375 | 1,732,500 | | AIP | 341,250 | 0 | 0 | 341,250 | 341,250 | | Acceleration of Stock Options | 182,176 | 0 | 0 | 0 | 182,176 | | Acceleration of RSUs | 509,011 | 0 | 0 | 0 | 813,998 | | Health and Welfare | 0 | 0 | 0 | 43,381 | 43,381 | | Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | (644,090) | | TOTAL | 1,032,437 | 0 | 0 | 1,684,006 | 2,469,215 | | Donald M. Carley | | | | | | | Cash Severance | 0 | 0 | 0 | 978,750 | 1,305,000 | | AIP | 217,500 | 0 | 0 | 217,500 | 217,500 | | Acceleration of Stock Options | 85,117 | 0 | 0 | 0 | 85,117 | | Acceleration of RSUs | 559,022 | 0 | 0 | 0 | 765,764 | | Health and Welfare | 0 | 0 | 0 | 43,128 | 43,128 | | Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | N/A | | TOTAL | 861,639 | 0 | 0 | 1,239,378 | 2,416,509 |
Illustration of Potential Payments upon Termination or Change in Control
N/A – Not applicable (1) All AIP and LTI earned payouts are assumed to be at target. (2) As of December 31, 2024, Marita Zuraitis, Bret A. Conklin, and Matthew P. Sharpe are the only NEO’s who are retirement eligible. (3) Benefit reduction to avoid the imposition of a “golden parachute” tax. (4) The amounts reflected for Pro Rata Short-Term (Annual) Incentive Compensation represent the entire value of the estimated liability at target, even though the actual value has also been disclosed in the Summary Compensation Table within this Proxy Statement as earned in 2024.
Illustration of Potential Payments upon Termination or Change in Control
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 51 |
Illustration of Potential Payments upon Termination or Change in Control
Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on our review of, and the discussions with management with respect to, the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. COMPENSATION COMMITTEE MARK E. KONEN, Chairman BEVERLEY J. MCCLURE and H. WADE REECE, Members Equity Compensation Plan Information The following table provides information as of December 31, 2024 regarding outstanding awards and shares remaining available for future issuance under the Company’s equity compensation plans (excluding the Horace Mann 401(k) plan):
Illustration of Potential Payments upon Termination or Change in Control
| Equity Compensation Plans | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights | Weighted-Average Exercise Price of Outstanding Options and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (4) | | Plans Approved by Shareholders | | | | | Stock Incentive Plans (1) | | | | | Stock Options | 1,397,546 | 39.33 | | | Restricted Stock Units (2) | 1,007,832 | | | | Subtotal | 2,405,378 | | 0 | | Deferred Compensation Plan for Directors (2) & Employees (3) | 26,850 | | 0 | | Subtotal | 2,432,228 | | 3,272,355 | | Total: | 2,432,228 | | 3,272,355 |
Illustration of Potential Payments upon Termination or Change in Control
(1) Includes grants under the CECP. (2) No exercise price is associated with the shares of Common Stock issuable under these rights. (3) The CECP permits Directors and participants in certain cash incentive programs to defer compensation in the form of deferred cash RSUs, which can be settled in cash at the end of the specified deferral period. For purposes of the CECP, deferred cash RSUs are valued at 100% of the fair market value of Common Stock on the date of crediting to the participant’s deferral account. There are 76 senior executives of the Company currently eligible to participate in the CECP. The CECP does not reserve a specific number of shares for delivery in settlement of deferred cash RSUs but instead provides that shares will be available to the extent needed for such settlements. Further information on the CECP appears in the Compensation Discussion and Analysis. (4) Excludes securities reflected in the Securities to be Issued column and represents shares remaining as part of a fungible share pool. The pool of shares is reduced by 2.5 shares for every “full-value” award that is granted.
Illustration of Potential Payments upon Termination or Change in Control
| 52 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
Illustration of Potential Payments upon Termination or Change in Control
Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding beneficial ownership of shares of Common Stock by each person who is known by the Company to own beneficially more than 5% of the issued and outstanding shares of Common Stock, and by each of the Company’s Directors, Board Nominees and NEOs, and by all Directors and Executive Officers of the Company as a group. Information in the table is as of March 15, 2025, except to the extent indicated otherwise in the footnotes. To the Company’s knowledge all shares of Common Stock are beneficially owned, and investment and voting power is held solely by the persons named as owners unless otherwise indicated.
Illustration of Potential Payments upon Termination or Change in Control
| Common Stock Ownership | Beneficial Ownership Amount | Percent of Class | | 5% Beneficial Owners | | | | BlackRock, Inc. (1) | 5,888,889 | 14.4% | | The Vanguard Group, Inc. (2) | 5,085,460 | 12.4% | | Franklin Mutual Advisers, LLC (3) | 3,349,788 | 8.2% | | Dimensional Fund Advisors LP (4) | 2,535,063 | 6.2% | | Fuller & Thaler Asset Management, Inc. (5) | 2,453,018 | 6.0% | | T. Rowe Price Associates, Inc. (6) | 2,162,264 | 5.3% | | Directors, Board Nominees and Named Executive Officers | | | | Thomas A. Bradley | 19,625 | * | | Victor P. Fetter (7) | 11,123 | * | | Perry G. Hines (8) | 20,049 | * | | Mark Konen (9) | 17,387 | * | | Beverley J. McClure (10) | 16,352 | * | | H. Wade Reece (11) | 35,464 | * | | Aaliyah A. Samuel, EdD (12) | 3,923 | * | | Elaine A. Sarsynski | 9,723 | * | | Marita Zuraitis (13) | 958,802 | 2.3% | | Ryan E. Greenier (14) | 21,720 | * | | Bret A. Conklin (15) | 197,406 | * | | Stephen J. McAnena (16) | 11,406 | * | | Matthew P. Sharpe (17) | 234,336 | * | | Donald M. Carley (18) | 122,748 | * | | All Directors and Executive Officers as a group (16 persons)(19) | 1,699,693 | 4.0% |
Illustration of Potential Payments upon Termination or Change in Control
* Less than 1% (1) BlackRock has a principal place of business at 50 Hudson Yards, New York, New York 10001. BlackRock has sole voting power with respect to 5,814,853 shares and sole investment power with respect to 5,888,889 shares. The foregoing is based on Amendment No. 17 to Schedule 13G filed by BlackRock on January 23, 2024. (2) The Vanguard Group, Inc. (Vanguard) has a principal place of business at 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. Vanguard has sole investment power with respect to 5,009,646 shares, shared voting power with respect to 32,337 shares and shared investment power with respect to 75,814 shares. The foregoing is based on Amendment No. 13 to Schedule 13G filed by Vanguard on February 13, 2024. (3) Franklin Mutual Advisers, LLC (Franklin) has a principal place of business at 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078. Franklin has sole voting power with respect to 3,177,770 shares and sole investment power with respect to 3,349,788 shares. The foregoing is based on Amendment No. 7 to Schedule 13G filed by Franklin on January 27, 2025.
Illustration of Potential Payments upon Termination or Change in Control
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 53 |
Illustration of Potential Payments upon Termination or Change in Control
(4) Dimensional Fund Advisors LP (Dimensional) has a principal place of business at 6300 Bee Cave Road, Building One, Austin, Texas 78746. Dimensional has sole voting power with respect to 2,493,737 shares and sole investment power with respect to 2,535,063 shares. Dimensional serves as investment manager or sub-advisor to certain other commingled funds, group trusts and separate accounts (Funds) and may possess voting and/or investment power over securities owned by the Funds. The securities reported are owned by the Funds, and Dimensional disclaims beneficial ownership of such securities. The foregoing is based on Amendment No. 18 to Schedule 13G filed by Dimensional on February 9, 2024. (5) Fuller & Thaler Asset Management, Inc. (Fuller & Thaler) has a principal place of business at 411 Borel Avenue, Suite 300, San Mateo, California 94402. Fuller & Thaler has sole voting power with respect to 2,414,458 shares and sole investment power with respect to 2,453,018 shares. The foregoing is based on Amendment No. 1 to Schedule 13G filed by Fuller & Thaler on November 12, 2024. (6) T. Rowe Price Associates, Inc. (T. Rowe Price) has a principal place of business at 100 E. Pratt Street, Baltimore, Maryland 21202. T. Rowe Price has sole voting power with respect to 2,155,257 shares and sole investment power with respect to 2,162,264 shares. The foregoing is based on the Schedule 13G filed by T. Rowe Price on February 14, 2025. (7) Includes 3,923 vested share-based RSUs pursuant to the CECP. (8) Consists entirely of 20,049 vested share-based RSUs pursuant to the CECP. (9) Consists entirely of 17,387 vested share-based RSUs pursuant to the CECP. (10) Includes 13,037 vested share-based RSUs pursuant to the CECP. (11) Consists entirely of 8,463 deferred cash RSUs and 27,001 vested share-based RSUs pursuant to the CECP. (12) Consists entirely of 3,923 vested share-based RSUs pursuant to the CECP. (13) Includes 635,050 vested stock options and 207,438 vested share-based RSUs pursuant to the CECP. (14) Includes 15,287 vested stock options pursuant to the CECP. (15) Includes 126,067 vested stock options, 11,476 deferred cash RSUs and 36,284 vested share-based RSUs pursuant to the CECP. (16) Includes 9,969 vested stock options pursuant to the CECP. (17) Includes 155,434 vested stock options and 58,807 vested share-based RSUs pursuant to the CECP. (18) Includes 91,535 vested stock options and 17,367 vested share-based RSUs pursuant to the CECP. (19) Includes 1,033,342 vested stock options, 19,939 deferred cash RSUs and 405,216 vested share-based RSUs pursuant to the CECP. Insider Trading Policy The Company has adopted a comprehensive Insider Trading Policy that we believe is reasonably designed to promote compliance with federal securities laws and prevent the misuse of material non-public information. This policy applies to the purchase, sale, and other transactions in the Company’s securities by all members of the Board of Directors, Executive Officers and employees, as well as their immediate family members and controlled entities.