CNO Financial Group, Inc DEF 14A, filed Mar 29, 2023

CNO Financial Group, Inc. (CNO)

DEF 14A 2023-03-29

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Added on June 12, 2026

About this DEF 14A

CNO Financial Group, Inc filed this DEF 14A on March 29, 2023.

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	Proposal 1: To elect the nine directors nominated to the Board of Directors of the Company and named in the Proxy Statement, each for a one-year term ending in 2024.

	Proposal 2: To approve, by non-binding advisory vote, the executive compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.

	Proposal 3: To approve, by non-binding advisory vote, the frequency of future votes on executive compensation to be held annually.

	Proposal 4: To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.

	Proposal 5: Shareholder proposal, if properly presented at the meeting, to reduce the existing ownership threshold to request a special shareholders meeting.

	To consider other matters, if any, as may properly come before the Annual Meeting and any adjournment or postponement thereof.

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

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

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

	12/17			12/18			12/19			12/20			12/21			12/22
CNO Financial Group, Inc.		$	100.00		$	61.48		$	76.90		$	96.89		$	106.10		$	104.41
S&P 500 Life & Health Insurance			100.00			79.23			97.60			88.35			120.76			133.25
S&P 400 Mid Cap			100.00			88.92			112.21			127.54			159.12			138.34

				ONLINE. You can vote in advance of the Annual Meeting at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number that is shown on your Notice or on your proxy card (if you received a paper copy of the Proxy Materials). You may attend the Annual Meeting via the webcast and vote during the Annual Meeting. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/CNO2023 and entering the 16-digit control number that is shown on your Notice or on your proxy card (if you received a paper copy of the Proxy Materials). Please have your Notice in hand when you access the website and then follow the instructions.
				BY TELEPHONE. You can vote using a touch-tone telephone by calling the toll-free number included on your Notice, 24 hours a day, seven days a week. You will need the 16-digit control number that is shown on your Notice or on your proxy card (if you received a paper copy of the Proxy Materials). The internet and telephone voting procedures, which comply with Delaware law and the SEC rules, are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded.
				BY MAIL. If you have received a paper copy of the Proxy Materials by mail, you may complete, sign, date and return by mail the paper proxy card sent to you in the envelope provided to you with your Proxy Materials.

	Proposal 1 Election of Directors
	Nine individuals are nominated for election to the Board at the Annual Meeting for one-year terms expiring at the 2024 Annual Meeting. Each nominee (other than Mr. Brown and Ms. Lee) is a current member of the Board. All directors will serve until their successors are duly elected and qualified. Ms. Brown and Mr. Sievert will retire from the Board at the conclusion of the current term, which ends at the close of the Annual Meeting. The table below lists each director nominee and our current directors’ membership on the five committees of the Board: Audit and Enterprise Risk (“Audit Committee”), Governance and Nominating (“Governance Committee”), Human Resources and Compensation (“HR/Compensation Committee” or “HRCC”), Investment, and Executive. Data is shown as of March 13, 2023.

				Committee Memberships
Director Nominees	IND	Age	Director Since	AR	GOV	HRC	I	E
Gary C. Bhojwani Chief Executive Officer, CNO Financial Group, Inc.	—	55	2017	—	—	—	●	●
Archie M. Brown President and Chief Executive Officer, First Financial Bancorp and First Financial Bank	★	62	—	—	—	—	—	—
Stephen N. David Senior Advisor, The Boston Consulting Group	★	74	2017	●	●	—	—	—
David B. Foss Board Chair and Chief Executive Officer, Jack Henry & Associates, Inc.	★	61	2019	—	●	●	—	—
Mary R. (Nina) Henderson Former Corporate Vice President, Bestfoods and President, Bestfoods Grocery	★	72	2012	—	—	▲	●	—
Adrianne B. Lee Chief Financial Officer, Overstock.com, Inc.	★	45	—	—	—	—	—	—
Daniel R. Maurer Board Chair, CNO Financial Group, Inc. Former Executive, Intuit Inc.	★	66	2015	—	—	—	—	▲
Chetlur S. Ragavan Former Executive Vice President and Chief Risk Officer, Voya Financial	★	68	2021	▲	—	—	●	—
Steven E. Shebik Former Vice Chair, The Allstate Corporation and Allstate Insurance Company	★	66	2020	●	—	—	▲	●
Retiring Directors
Ellyn L. Brown Former Principal, Brown & Associates	★	72	2012	—	▲	●	—	—
Frederick J. Sievert Former President, New York Life Insurance Company	★	75	2011	—	●	●	—	—

				Gary C. Bhojwani Chief Executive Officer, CNO Financial Group, Inc. Age: 55 Director since: 2017 Member, Executive Committee and Investment Committee

	Career Mr. Bhojwani served as President of CNO from April 2016 to December 2017, prior to his appointment as Chief Executive Officer on January 1, 2018. His areas of responsibility included overseeing the Bankers Life, Colonial Penn and Washington National businesses as well as marketing, underwriting and new business. Prior to joining CNO, Mr. Bhojwani was a member of the Board of Management at Allianz SE and was Chairman of Allianz of America, Allianz Life Insurance Company and Fireman’s Fund Insurance Company from 2012 to 2015. He was Chief Executive Officer of Allianz Life Insurance Company of North America from 2007 to 2012 and was President of Commercial Business, Fireman’s Fund Insurance Company from 2004 to 2007. Mr. Bhojwani was Chief Executive Officer of Lincoln General Insurance Company from 2002 to 2004, Founder and Chief Executive Officer of Avalon Risk Management from 1998 to 2002 and President of Trade Insurance Services from 1995 to 1997. Mr. Bhojwani is a member of the Governing Committee of CEO Action for Racial Equity and a signatory of the CEO Action for Diversity & Inclusion™ pledge to advance diversity and inclusion within the workplace.

	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

				Archie M. Brown President and Chief Executive Officer, First Financial Bancorp and First Financial Bank Age: 62 Director Nominee

	Career Mr. Brown is President and Chief Executive Officer of First Financial Bancorp and President and Chief Executive Officer of First Financial Bank, Bancorp’s lead bank, positions he has held since 2018. Previously, he served as President and Chief Executive Officer of MainSource Financial from 2008 to 2018, and as its Board Chair from 2011 to 2018. During his nearly 40-year career in banking, Mr. Brown has held executive leadership positions in branch management, region management, bank operations, business development, commercial banking, small business, and consumer lending. Mr. Brown serves on the boards of the Cincinnati City Centre Development Corporation (3CDC), the Cincinnati USA Regional Chamber, and the Cincinnati Business Committee. He also is a member of the University of Georgia Alumni Board of the Terry College of Business. Mr. Brown previously served as an executive committee member of the Ohio Banking Commission of the Ohio Department of Commerce.

	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 » Cincinnati Branch of the Federal Reserve Bank of Cleveland, 2022–present

				Stephen N. David Senior Advisor, The Boston Consulting Group Age: 74 Director since: 2017 Member, Audit and Enterprise Risk Committee and Governance and Nominating Committee

	Career Mr. David has been a Senior Advisor with The Boston Consulting Group since 2005, providing strategic planning services in sales, marketing and technology to a variety of clients across multiple industries, including financial services. He retired in 2005 after 34 years with Procter & Gamble (“P&G”). During his P&G career, Mr. David held multiple senior management positions including Chief Information Officer, Global Customer Development Officer, and Senior Vice President, Business Development.

	Qualifications Extensive leadership experience in technology, innovation, data security, corporate affairs, marketing and sales

	Other Board Experience » Checkpoint Systems, Inc., 2012–2016 (upon sale of the company) » Iomega Corporation, 2002–2008

				David B. Foss Board Chair and Chief Executive Officer, Jack Henry & Associates, Inc. Age: 61 Director since: 2019 Member, Governance and Nominating Committee and Human Resources and Compensation Committee

	Career Mr. Foss is Board Chair and Chief Executive Officer of Jack Henry and Associates, Inc. (“Jack Henry”), a leading provider of technology solutions to the financial services industry. He served as President of Jack Henry from 2014 to January 2022 and was named Chief Executive Officer in 2016. He was elected to the Jack Henry Board of Directors in 2017 and was named Board Chair in 2021. Mr. Foss joined Jack Henry in 1999 when he arranged the sale of BancTec’s financial solutions division to Jack Henry and subsequently served as President of Jack Henry’s Open Systems Group and General Manager of the Complementary Solutions Group. He was named General Manager of Jack Henry’s ProfitStars division in 2006 and as its President in 2009. Mr. Foss previously served as President and a board member of the Association for Financial Technology from 2007 to 2012. Before joining Jack Henry, he held a variety of positions in the financial services industry, including senior operations management, sales management and supervisory roles at BancTec, Advanced Computer Systems and NCR.

	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

				Mary R. (Nina) Henderson Former Corporate Vice President, Bestfoods and President, Bestfoods Grocery Age: 72 Director since: 2012 Chair, Human Resources and Compensation Committee; and Member, Investment Committee

	Career Ms. Henderson is a former Corporate Vice President of Bestfoods and President of Bestfoods Grocery. During her 30-year career with Bestfoods, and its predecessor company CPC International, Ms. Henderson has held a wide variety of international and North American general management and executive marketing positions. Ms. Henderson was also the Managing Partner of Henderson Advisory, a consulting practice providing marketing perspective and business evaluation to investment management firms on consumer markets. She is Vice Chair of the Board of Drexel University and a director of VNS Health, VNS Health Choice and the Foreign Policy Association. She also serves as Commissioner of the Smithsonian National Portrait Gallery and as the President of the Kent Land Trust Foundation.

	Qualifications Extensive general management, corporate affairs, human capital management, governance, risk management, consumer marketing and sales experience

	Other Board Experience » IWG plc (International Workplace Group), 2014−present » Hikma Pharmaceuticals plc, 2016–present » Walter Energy, Inc., 2013–2016 » Del Monte Foods Company, 2002–2011 » The Equitable Companies, 1996−2000 » AXA Financial, 2001−2011 » Pactiv Corporation, 2000−2010 » Royal Dutch Shell plc and its predecessor The Shell Transport and Trading Company, 2001−2009 » Hunt Corporation, 1991–2002

				Adrianne B. Lee Chief Financial Officer, Overstock.com, Inc. Age: 45 Director Nominee

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

	Qualifications Chief financial officer for a publicly traded e-commerce retailer with deep knowledge of financial planning, accounting, and internal audit as well as technology and online shopping expertise

				Daniel R. Maurer Former Executive, Intuit Inc. Age: 66 Director since: 2015 Chair, Board; and Chair, Executive Committee

	Career Mr. Maurer has extensive experience in consumer sales, marketing and product management. From 2006 until his retirement in 2014, Mr. Maurer was a member of the senior management team at Intuit Inc. In his most recent role at Intuit, he oversaw the Small Business Solutions Group (including QuickBooks payroll, DemandForce, and QuickBase). He previously led the TurboTax®, Mint, and Quicken brands, where he developed significant digital marketing and product management skills. Prior to Intuit, Mr. Maurer spent over 20 years in executive management at Procter & Gamble (“P&G”), including 15 years internationally. Subsequent to his tenure at P&G, Mr. Maurer was Vice President of Strategy for Global Sales and U.S. Business at Campbell Soup Company.

	Qualifications Extensive experience in consumer sales, product management, financial services, corporate affairs, management, technology and consumer insights, including the use of digital marketing strategies to reach the middle market

	Other Board Experience » Zagg Inc. (formerly NASDAQ: ZAGG), 2012–2021 » Checkpoint Systems, Inc., January 2016–May 2016 (upon sale of the company) » Iomega Corporation, 2006–2008

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

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

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

Director Compensation in 2022
Name	Fees Paid in Cash(1)			Stock Awards(2)			Total
Ellyn L. Brown(3)		$	129,473		$	150,015		$	279,488
Stephen N. David(4)			119,473			150,015			269,488
David B. Foss(5)			114,473			150,015			264,488
Robert C. Greving(6)			19,477	—					19,477
Mary R. (Nina) Henderson(7)			144,473			150,015			294,488
Daniel R. Maurer(8)			173,890			264,012			437,902
Chetlur S. Ragavan(9)			145,516			150,015			295,531
Steven E. Shebik(10)			134,473			150,015			284,488
Frederick J. Sievert(11)			114,473			150,015			264,488

				Chetlur S. Ragavan Former Executive Vice President and Chief Risk Officer, Voya Financial Age: 68 Director since: 2021 Chair, Audit and Enterprise Risk Committee; and Member, Investment Committee

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

	Qualifications Extensive insurance and financial services industry experience in risk management, portfolio optimization, data analytics, accounting, investment research and strategy

				Steven E. Shebik Former Vice Chair, The Allstate Corporation and Allstate Insurance Company Age: 66 Director since: 2020 Chair, Investment Committee; and Member, Audit and Enterprise Risk Committee and Executive Committee

	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 and serves on the Salvation Army Chicago Advisory Board. Mr. Shebik has been a Certified Public Accountant (CPA) since 1978.

	Qualifications Extensive experience in insurance company management, finance, investment and risk management and in financial reporting and mergers and acquisitions

	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 March 13, 2023, 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 fewer 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 or pledge 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.

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

	» Promoting ethical and responsible business practices.			» Investing prudently.
	» Serving our customers.			» Caring for the environment.
	» Developing and supporting our associates.			» Giving back to our communities.

	Proposal 2
	Approval, by non-binding advisory vote, of the executive compensation of the Company’s Named Executive Officers

		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 timely execution of our near-term business plan with longer-term strategic priorities that require multiple-year investments.
						Balanced View on Performance: We take a balanced approach to measuring our performance by employing (1) relative and absolute and (2) quantitative and qualitative performance metrics in our compensation design.
						Stock Ownership Guidelines: In order to align our executive officers with shareholder interests, our CEO and all of his direct reports (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, while all other NEOs are required to maintain ownership equal to three times their respective base salaries. As of December 31, 2022, all NEOs have met or are within their allowable timeframes for meeting these guidelines.
						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 74-75 for more information.
						Strong Clawback Rights: Our incentive compensation is subject to strong clawback rights. Our Annual Cash Incentive/P4P and LTI plans contain provisions that include the right to recapture any incentive amount paid or vested in the event that the HRCC determines that the achievement of performance goals was based on incorrect data. We also have a Clawback Policy containing additional rights to recapture incentive compensation from executive officers in the event of a material restatement of the Company’s financial statements or other detrimental conduct that caused material financial, operational or reputational harm to the Company.
						Independence of Executive Compensation Consultant: Willis Towers Watson (“WTW”) has served as the Committee’s independent executive compensation consultant since August 6, 2019. It was engaged following the Committee’s thorough review of potential consultants and an analysis by the Committee of their independence pursuant to SEC and NYSE requirements. WTW has no business or personal relationships with any of our NEOs.
						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 governance, environmental, executive compensation and other social matters, including DE&I. 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 Responsibility/ESG Program: ESG principles are central to our overall business strategy and embedded in our corporate values and culture. We believe that building a sustainable business will drive value creation for all of our stakeholders. Our Board is highly involved in setting our ESG strategies and overseeing our progress. Our ESG approach focuses on six key areas: (1) promoting ethical and responsible business practices, (2) serving our customers, (3) developing and supporting our associates, (4) investing prudently, (5) philanthropy and community relations and (6) environmental responsibility. We have a full-time DE&I leader to develop and embed DE&I practices into all human capital programs and policies including recruiting and selection, talent management and leadership development. In 2022, we maintained two ESG metrics in our Annual Cash Incentive/P4P Plan: (1) an investment metric measuring portfolio ESG ratings relative to a benchmark; and (2) a “social” component within the qualitative metric for all NEOs, supporting our DE&I goal of increased awareness and understanding. We publish a Corporate Social Responsibility Report, which is available on our website at www.CNOinc.com in the “Investors—Sustainability” section.
						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.

		What We Do Not Do
						No Supplemental Executive Retirement Plans: We do not offer SERPs to our current executive officers other than the Company’s non-qualified deferred compensation plan (“Deferred Compensation Plan”).
						No Excise Tax Gross-Up Provisions: We do not increase the gross amount of payments to account for excise taxes.
						No Significant Perquisites: Our executive officers generally participate in broad-based, Company-sponsored, benefits programs on the same basis as other full-time associates (e.g., 401(k), medical, dental, life insurance).
						No Re-Pricing of Stock Options: Re-pricing of underwater Stock Options without shareholder approval is prohibited except in the event of certain permissible corporate events, including but not limited to stock splits or recapitalizations.
						No Hedging: Directors and executive officers, including NEOs, are prohibited from hedging activities related to our equity securities, including holding CNO shares in margin accounts.
						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.

		2022 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.

Summary of Components of Regular Total Direct Compensation (TDC) in 2022 at Target(1)
Named Executive Officer	Base Salary	Target Incentive		Target Total Annual Cash	P-Share Value(2)	RSU Value(2)	Total LTI Value(2)	Target TDC(3)
Named Executive Officer	Base Salary	Amount	% of Salary	Target Total Annual Cash	P-Share Value(2)	RSU Value(2)	Total LTI Value(2)	Target TDC(3)
Gary C. Bhojwani % of TDC	$1,030,000 13%	$1,648,000 20%	160%	$2,678,000	$3,038,062	$2,476,509	$5,514,571 67%	$8,192,571 100%
Paul H. McDonough % of TDC	661,000 24%	661,000 24%	100%	1,322,000	794,332	629,748	1,424,080 52%	2,746,080 100%
Bruce K. Baude % of TDC	660,000 31%	660,000 31%	100%	1,320,000	453,904	359,856	813,760 38%	2,133,760 100%
Scott L. Goldberg % of TDC	635,000 29%	635,000 29%	100%	1,270,000	510,642	404,838	915,480 42%	2,185,480 100%
Eric R. Johnson % of TDC	635,000 29%	635,000 29%	100%	1,270,000	510,642	404,838	915,480 42%	2,185,480 100%

Investment Performance Metrics	2022 Target*	2022 As Reported	Payout % of Target
Effective Yield (GAAP Net Yield %)	4.77%	4.86%	117%
Pre-tax C1/AUM	1.60%	1.34%	200%
Portfolio Excess Returns	Benchmark Performance	–144 bps	52%
Total Return versus Benchmark	Benchmark Performance	–11 bps	96%
ESG Metric versus Benchmark	Benchmark +4.3%	5.31%	123%

2022 Annual Cash Incentive/P4P Plan Payouts(1)
					Actual Performance
	Target Annual P4P Incentive(2)				Financial Metrics (80% of Total)				Qualitative Metric (20% of Total)				Total P4P Payout
Named Executive Officer	% of Base Salary		$		%		$		%		$		% of Target		$
Gary C. Bhojwani		160		1,648,000		113		1,488,996		111		365,856		113		1,854,852
Paul H. McDonough		100		661,000		113		597,225		111		146,742		113		743,967
Bruce K. Baude		100		660,000		113		596,321		100		132,000		110		728,322
Scott L. Goldberg		100		635,000		112		568,807		95		120,650		109		689,457
Eric R. Johnson		100		635,000		118		600,744		90		114,300		113		715,044

2022 Annual LTI Grants
	2022 Equity Grant
Named Executive Officer	P-Shares			RSUs
Gary C. Bhojwani			117,800			99,100
Grant Date Fair Value		$	3,038,062		$	2,476,509
Paul H. McDonough			30,800			25,200
Grant Date Fair Value		$	794,332		$	629,748
Bruce K. Baude			17,600			14,400
Grant Date Fair Value		$	453,904		$	359,856
Scott L. Goldberg			19,800			16,200
Grant Date Fair Value		$	510,642		$	404,838
Eric R. Johnson			19,800			16,200
Grant Date Fair Value		$	510,642		$	404,838

		2020 1-Year Operating ROE(1)				% Amount
		≥ 11.73%				200%
		10.20% (Target)				100%
		8.67% (Threshold)				50%
		< 8.67%				NO PAYOUT
		As Reported: 12.88% Adjusted Results: 11.92%				Payout % of Target: 200%

		2020 1-Year Operating EPS Performance(1)				% Amount
		≥ $2.22				200%
		$2.02 (Target)				100%
		$1.82 (Threshold)				50%
		< $1.82				NO PAYOUT
		As Reported: $2.53 Adjusted Results: $2.34				Payout % of Target: 200%

		3-Year Relative TSR Performance (1/1/20 to 12/31/22)				TSR Performance Share Modifier
		≥ 75th Percentile				+25%
		Between 25th Percentile and 75th Percentile				NO ADJUSTMENT
		≤ 25th Percentile				−25%
		Actual Results: 58th Percentile				Modifier %: NO ADJUSTMENT

P-Share Vesting for the 2020-2022 Performance Period
Named Executive Officer	Metric(1)	P-Shares Granted		P-Shares Opportunity Earned (% of Target)		P-Shares Vested
Gary C. Bhojwani	Operating ROE		67,650		200%		135,300
	Operating EPS		67,650		200%		135,300
Paul H. McDonough	Operating ROE		13,550		200%		27,100
	Operating EPS		13,550		200%		27,100
Bruce K. Baude	Operating ROE		10,500		200%		21,000
	Operating EPS		10,500		200%		21,000
Scott L. Goldberg	Operating ROE		12,000		200%		24,000
	Operating EPS		12,000		200%		24,000
Eric R. Johnson	Operating ROE		12,000		200%		24,000
	Operating EPS		12,000		200%		24,000

		2022 TSR Performance Peers
		Aflac, Inc.				MetLife, Inc.
		American Equity Investment Life Holding Co.				Primerica, Inc.
		AXA Equitable Holdings, Inc.				Principal Financial Group, Inc.
		Brighthouse Financial, Inc.				Prudential Financial, Inc.
		Globe Life, Inc.				Unum Group
		Lincoln National Corporation				Voya Financial, Inc.

Name and Principal Position	Year		Salary			Stock Awards(1)			Non-Equity Incentive Plan Compensation(2)			All Other Compensation(3)			Total
Gary C. Bhojwani Chief Executive Officer		2022		$	1,030,000		$	5,514,571		$	1,854,852		$	352,323		$	8,751,746
		2021			1,030,000			5,139,686			2,556,103			222,377			8,948,166
		2020			1,025,000			4,901,181			2,231,527			103,178			8,260,886
Paul H. McDonough Chief Financial Officer		2022			653,833			1,424,080			743,967			76,250			2,898,130
		2021			618,000			1,134,231			958,539			24,730			2,735,500
		2020			615,000			980,275			836,823			15,349			2,447,447
Bruce K. Baude Chief Operations & Technology Officer		2022			659,000			813,760			728,322			2,065,533			4,266,615
		2021			654,000			763,179			1,001,296			42,297			2,460,772
		2020			650,833			761,068			872,558			37,082			2,321,541
Scott L. Goldberg President, Consumer Division(6)		2022			625,000			915,480			689,457			107,077			2,337,014
		2021			566,333			875,177			890,730			63,540			2,395,781
Eric R. Johnson Chief Investment Officer(7)		2022			620,833			915,480			715,044			63,379			2,314,736
		2020			550,000			870,623			745,242			24,407			2,190,272

Name	Group Life Insurance Premiums			401(k) Plan Contributions			Dividends			Tax Reimbursement			Perquisites and Other Personal Benefits(4)			Commissions			Separation Payments(5)
Gary C. Bhojwani		$	966		$	12,200		$	276,365		$	24,295		$	38,497		$	—		$	—
Paul H. McDonough			1,806			12,200			56,102			6,142			—			—			—
Bruce K. Baude			1,806			12,200			54,662			5,990			—			—			1,990,875
Scott L. Goldberg			966			12,200			61,186			11,268			21,268			189			—
Eric R. Johnson			2,772			—			60,607			—			—			—			—