of the Securities Exchange Act of 1934 ☐ ☒ ☐ ☐ No fee Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and Title of each class of securities to which transaction applies: Aggregate number of securities to which transaction applies: Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Proposed maximum aggregate value of transaction: Total fee paid: Fee paid previously with preliminary materials. Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: Form, Schedule or Registration Statement No.: Filing Party: Date Filed: Preliminary Proxy Statement ☐ Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant toUnder §240.14a-12☒ required.☐ 0-11.(1) (2) (3) (4) (5) ☐ ☐ (1) (2) (3) (4)
2018
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Springfield, Illinois
Internet. You will be able to attend the Annual Meeting and vote during the live webcast by visiting www.virtualshareholdermeeting.com/HMN2020 and entering the 16-digit control number included in our Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.
as possible.
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| H. Wade Reece | |||
Chairman of the Board | |||
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| Marita Zuraitis | |||
| President & Chief Executive Officer | |||
|Meeting Notice
| Proposal |
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HORACE MANN EDUCATORS CORPORATION
2019 Proxy Statement — Summary
| recommendation | ||||
Election of Nine Directors (page 4
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| FOR each director nominee | |||
Advisory Resolution to Approve Named Executive Officers’ Compensation (page | FOR | |||
Ratification of Independent Registered Public Accounting Firm (page | FOR |
We made important progress
The Company’s 2018 financial results were significantly impacted by an unprecedented levelRetirement segment, and the contribution of catastrophe costs and a challenging investment environment. Our unadjusted core earnings were $28.4 million. Whenthe new Supplemental segment.
Shareholder Return was-12.8% in 2018, outperforming life insurance indices and underperforming property and casualty insurance and general market indices.
*Excluding the fair value adjustment for investments
In the fourth quarter of 2018, the Company announced plans to acquire NTA Life Enterprises, LLC (“NTA”) and Benefit Consultants Group, Inc. (“BCG”)., which improves Horace Mann’s business-to-business value proposition, and the second phase launch of the Guidewire P&C implementation in Illinois. The new administration system provides substantial customer experience improvements, as well as improved data segmentation and analysis, digital capabilities and ease of use. Over the course of 2020, the Company plans to on-board its largest states, representing about 60% of customers.
While uncontrollable andone-time events impacted our core earnings, we do believe we hadhave resulted in a larger, more diverse company with a strong overall year andlong-term outlook. The Company is better positioned ourselves for futurethan ever to achieve its corporate vision: To be the company of choice to help all educators achieve lifelong financial success. We made significant progress on numerous strategic initiatives, including:
6% growth in retirement sales deposits, with strong market response tofee-based product offerings
Double digit growth in Life sales (19.8%)
Continued solid earnings contributed from Life and Retirement
P&C earnings impacted by significant adverse weather/catastrophes
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Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in HMEC’s 2018 Annual Report onForm 10-K for a more detailed description of these financial results.
Corporate and Compensation Governance Highlights
2019
: 8Audit (12), Compensation (6)(5), Executive (2)(1), Investment & Finance (4), Nominating & Governance (4), Customer Experience & Technology (4)
Hedging transactions and pledging shares are prohibited for all Directors and Executive Officers
Clawback provisions are applicable to all Executive Officers for both cash and equity awards
Stock ownership requirements for all Directors and Executive Officers
Stock option holding requirement post-exercise
| Content | Page | ||||
| General Information | 1 | ||||
| Your Proxy Vote | 2 | ||||
| How to Vote | 2 | ||||
| Voting Rules | 2 | ||||
| Proposals and Company Information | 4 | ||||
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| 11 | |||||
| Corporate Governance | 13 | ||||
| Related Person Transactions | 15 | ||||
PROPOSAL NO. 2 - ADVISORY RESOLUTION TO APPROVE NAMED EXECUTIVE OFFICERS’ COMPENSATION | 16 | ||||
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Security Ownership of Certain Beneficial Owners and Management | 40 | ||||
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PROPOSAL NO. 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 42 | ||||
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| Other Matters | |||||
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Submitting Shareholder Proposals for the | 44 | ||||
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Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on Wednesday, May 20, 2020. The Proxy Statement and Annual Report and Form 10-K (the “Proxy Materials”) are available at proxyvote.com.
6, 2020.
the holders of a majority of such issued and outstanding shares entitled to vote at the Annual Meeting is necessary to constitute a quorum for the transaction of business at the Annual Meeting. The Company, through bankers, brokers or other persons, also intends to make a solicitation of beneficial owners of Common Stock.
2020.
| 2020 Annual Meeting of Shareholders Notice & Proxy Statement | 1 | |||
| 1. | Via Internet: Go to proxyvote.com to vote via the Internet. |
| 2. | By Telephone: |
| 3. | By Mail: Request, complete and return a paper proxy card, following the instructions on your Notice. |
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Board. Such persons are Directors of the Company.
| 2 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation | |
2020.
shares of Common Stock in street name for customers have the authority to vote on certain items when they have not received instructions from beneficial owners. With respect to the matters to come before the Annual Meeting, if brokers are not entitled to vote without instructions and therefore cast brokernon-votes, the brokernon-votes will have no direct effect on the outcome of the vote. However, because each matter requires a majority vote of the outstanding shares present and entitled to vote, a brokernon-vote will indirectly work against the matter for which a brokernon-vote is cast.
vote in its discretion on only Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm.
| 2020 Annual Meeting of Shareholders Notice & Proxy Statement | 3 | |||
Election of Nine Directors
Mr. Hasenmiller, who has served on the Board for 15 years, is not standing for election. We thank Mr. Hasenmiller for his exemplary service.
| Financial Services | Insurance | Technology & Innovation | Senior Leadership Experience | Education or Niche Market Background | Finance & Accounting | Brand & Marketing | Investments | Agency Management | Customer Experience |
| Mark S. Casady | X |
| X |
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| X | X | |||||||
| Daniel A. Domenech |
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| X |
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| X | ||||||||
| Perry G. Hines | X | X |
| X | X | X | ||||
| Mark E. Konen | X | X | X | X | X | X | X | |||
| Beverley J. McClure | X | X | X | X | X | X | X | X | ||
| H. Wade Reece | X | X | X | X | X | |||||
| Robert Stricker | X | X | X | X | ||||||
| Steven O. Swyers | X | X | X | X | ||||||
| Marita Zuraitis | X | X | X | X | X | X | X | X | X | |
The Nominating & Governance Committee believes our Board Nominees (as identified below) represent a diverse base of perspectives and reflect the diversity of the Company’s employees, customers and Shareholders, as well as an appropriate level of age and tenure, as further illustrated below.
 | ||||
 | Mark S. Casady
Age: 59 Director Since: 2019 Horace Mann Committees: Investment & Finance Executive | Mr. Casady was Chairman and Chief Executive Officer of LPL Financial Holdings, Inc. (“LPL Financial”), an independent broker dealer, until his retirement in 2017. He joined LPL Financial as Chief Operating Officer in 2002, became President in 2003 and Chairman and Chief Executive Officer at the end of 2005. Before joining LPL Financial, Mr. Casady was managing director of the mutual fund group for Deutsche Asset Management, Americas - formerly Scudder Investments, which he joined in 1994. In 2016, heco-founded Vestigo Ventures, a venture capital firm, which focuses on financing FinTechstart-ups. He is General Partner and Chairman of the Advisory Board of Vestigo Ventures. Mr. Casady Mr. Casady’sin-depth knowledge of data management and technology, including cybersecurity, | ||
| responsibilities related to these matters. | ||
 |
 | Daniel A. Domenech
Committees | Dr. Domenech has served as the Executive Director of the American Association of School Administrators, The School Superintendents Association, a professional organization for educational leaders, since July 2008. He is currently Chairman of the Board of the Communities in Schools of Virginia and is a member of the Board of Directors of Learning First Alliance, the Center for Naval Analyses, ACT and Universal Service Administrative Company, where he Chairs the Schools and Libraries Committee. Dr. Domenech is also a past President of the New York State Council of School Superintendents, the Suffolk County Superintendents Association and the Suffolk County Organization for Promotion of Education, and was the first President andco-founder of the New York State Association for Bilingual Education. In addition, he has previously served on the U.S. Department of Education’s National Assessment Governing Board, on the Advisory Board for the Department of Defense schools, on the Board of Directors for the Baldrige Award and on the National Board for Professional Teaching Standards. Dr. Domenech has more than 40 years of experience in public education. Dr. Domenech’s experience in public education provides the Board with valuable insight into the Company’s niche market and the challenges and opportunities within that market. | ||
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Horace Mann
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 | Perry G. Hines
Committees | Mr. Hines is a retired corporate marketing executive and is the principal and owner of The Hines Group, LLC, a firm he formed in 2006 specializing in marketing, communications and strategic planning. He has over 27 years of cross-sector experience in general management, brand, communications and marketing. 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 from 1998 to 2002 and Vice President of Marketing & Communications of Safeco from 1995 to 1998. He has held numerous management roles and stewarded well-known household brands. In addition to his consulting practice, he currently serves as the Director of Advancement for Covenant Christian High School. Mr. Hines’ cross-sector expertise in general management, brand building and strategic marketing brings unique perspective and insight to the Board. | ||
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 | Mark E. Konen
Age: 61 Director Since: 2019 Horace Mann Committees: Audit Compensation | 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. Mr. Konen’s35-year insurance career, extensive background and proven leadership in the life and retirement business | ||
| perspective on these topics. | ||
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 | Beverley J. McClure
Committees | Ms. McClure retired in 2007 after a35-year career with United Services Automobile Association, a diversified financial services group, as Senior Vice President, Enterprise Operations. 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 | ||
 | Horace Mann Educators Corporation | |
 | H. Wade Reece
Chairman Age: 63 Director Horace Mann Committees :Executive (Chair) Compensation Nominating & Governance | Mr. H. Wade Reece retired in 2015 after a37-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., the sixth largest insurance broker globally. 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 and the Blue Ridge Conservancy. Mr. Reece’sin-depth knowledge of the insurance industry, leadership skills and broad experience with agency management provides the Board with industry insight and perspective. | |
 |
 | Robert Stricker
Committees | Mr. Stricker retired from Shenkman Capital Management, Inc., an investment management firm, in March 2009 as Senior Vice President and Principal. Prior to joining Shenkman, he served as Managing Director, Head of U.S. Fixed Income, Citigroup Asset Management at Citigroup, Inc. from 1994 to 2001. Mr. Stricker has over 40 years of experience in the financial services industry. He currently serves as a Director of the CQS Directional Opportunities Feeder Fund Ltd. and on the OPEB Trust Board of the town of Greenwich, Connecticut. Mr. Stricker holds the Chartered Financial Analyst designation. Mr. Stricker’s investment knowledge and financial services industry experience provide the Board with financial insights and assist the Board in its oversight responsibilities. | ||
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 | Steven O. Swyers
Age: 69 Director Horace Mann Committees :Audit (Chair) Executive Investment & Finance | Mr. Swyers retired in 2013 after a40-year career with PricewaterhouseCoopers LLP (“PwC”), a public accounting firm. During this time with PwC, he served as the lead engagement partner on many national and international companies, including those in the financial services industry. He has also held various leadership positions at PwC, including leader of the Central Region’s consumer and industrial products business segment and managing partner of its St. Louis practice. Mr. Swyers has an extensive audit and accounting background and is recognized as a financial expert. His knowledge in these areas assists the Board in its oversight responsibilities. | ||
 | ||||
 | Marita Zuraitis
Age: 59 Director Horace Mann
Committees :Executive Investment & Finance | 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 Ms. Zuraitis’s knowledge of and extensive background in the insurance industry contribute to Board discussion and understanding of issues impacting the Company. | ||
22, 2019. The Board recommends that Shareholders vote FOR the election of these 10nine nominees as Directors.
2019.
issues between Board meetings.
| 8 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation | |
Company and oversees the process of Executive Officer leadership development and succession. Each of the current members of this Committee are independent under the listing standards of the NYSE applicable to compensation committee members. The Compensation Committee receives recommendations from management regarding compensation matters and has unrestricted access to the Company’s personnel documents and to reports or evaluations of any independent compensation consultants, specialists or advisors who are retained by the Company or the Compensation Committee to analyze the compensation of the Executive Officers and members of the Board. The Compensation Committee also has access to any other resources which it needs to discharge its responsibilities, including selecting, retaining and/or replacing, as needed, compensation consultants and other outside consultants to provide independent advice to the Compensation Committee. Additional information regarding the processes and procedures for the consideration and determination of Executive Officer compensation is provided in the “Compensation Discussion and Analysis.”
standards of the NYSE applicable to audit committee members. No Audit Committee member serves on the audit committee of more than three other publicly traded companies. The Board has determined that Mr. Swyers, the Chair of our Audit Committee, is a financial expert. Mr. Swyers retired in 2013 from PwC, a public accounting firm, after a40-year career where he served as the lead engagement partner on many national and international companies, including those in the financial services industry. He has also held various leadership positions including leader of the PwC Central Region’s consumer and industrial products business segment and managing partner of PwC’s St. Louis practice.
TheCustomer Experience & Technology Committeeis an ad hoc committee formed by the Board during 2013. The Committee oversees the Company’s goals and strategies related to improving and managing the customer experience, as well as the development and implementation of the Company’s technology strategies.
| Horace Mann Educators Corporation | 2020 Annual Meeting of Shareholders Notice & Proxy Statement 9 | |
The following table identifies membership and the Chairman of each of the current committees of the Board, as well as the number of times each committee met during 2018.
| Director | Executive Committee | Compensation Committee | Nominating & Governance | Investment & Finance | Audit Committee | Customer Technology | ||||||||||||||||||||||||
Daniel A. Domenech | X | X | ||||||||||||||||||||||||||||
Stephen J. Hasenmiller | X | Chair | X | |||||||||||||||||||||||||||
Perry G. Hines | X | X | ||||||||||||||||||||||||||||
| Beverley J. McClure | X | Chair | X | X | ||||||||||||||||||||||||||
H. Wade Reece | Chair | X | X | |||||||||||||||||||||||||||
| Robert Stricker | Chair | X | ||||||||||||||||||||||||||||
Steven O. Swyers | X | X | Chair | |||||||||||||||||||||||||||
| Marita Zuraitis | X | X | X | |||||||||||||||||||||||||||
| Meetings in 2018 | 2 | 6 | 4 | 4 | 12 | 4 | ||||||||||||||||||||||||
2019.
| Director | Executive Committee | Compensation Committee | Nominating & Governance Committee | Investment & Finance Committee | Audit Committee |
| Mark S. Casady | X | X | |||
| Daniel A. Domenech | X | ||||
| Stephen J. Hasenmiller | X | Chair | X | ||
| Perry G. Hines | X | X | |||
| Mark E. Konen | X | X | |||
| Beverley J. McClure | X | Chair | |||
| H. Wade Reece | Chair | X | X | ||
| Robert Stricker | Chair | ||||
| Steven O. Swyers | X | X | Chair | ||
| Marita Zuraitis | X | X | |||
| Meetings in 2019 | 1 | 5 | 4 | 4 | 12 |
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compensation including the elimination of the Committee Member annual retainer, an increase to the Board Member and Board Chairman annual retainers, and the addition of an annual retainer for the Technology Liaison role, as reflected in the table below.
| 10 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation | |
Compensation Element |
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Board Chairman Annual Retainer | $ | |
Board Member Annual Retainer | $ | |
Committee Chairman Annual Retainer | $25,000 Audit Committee $15,000
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| Technology Liaison Annual Retainer | $10,000 | |
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 All awards have a1-year vesting period. | |
Basic Group Term Life Insurance | Premium for $10,000 face amount | |
Business Travel Accident Insurance | Premium for $100,000 coverage | |
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(1) Annual retainer fees are paid following the Annual Shareholder Meeting each year. The annual retainer fees are prorated to the extent that a non-employee Director joins the Board after the Annual Shareholder Meeting.
| Horace Mann Educators Corporation | 2020 Annual Meeting of Shareholders Notice & Proxy Statement 11 | |
| Director |
Fees Earned in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) | ||||||||||||
Daniel A. Domenech | 75,000 | 95,000 | 204 | 170,204 | ||||||||||||
Stephen J. Hasenmiller | 85,000 | 95,000 | 204 | 180,204 | ||||||||||||
Ronald J. Helow | 82,500 | 95,000 | 204 | 177,704 | ||||||||||||
Perry G. Hines | 75,000 | 95,000 | 51 | 170,051 | ||||||||||||
Beverley J. McClure | 97,000 | 95,000 | 51 | 192,051 | ||||||||||||
H. Wade Reece | 130,000 | 95,000 | 51 | 225,051 | ||||||||||||
Robert Stricker | 82,500 | 95,000 | 204 | 177,704 | ||||||||||||
Steven O. Swyers | 92,500 | 95,000 | 204 | 187,704 | ||||||||||||
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2019:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) (1) | All Other Compensation ($) (2) | Total ($) |
| Mark S. Casady | 80,000 | 110,000 | 51 | 190,051 |
| Daniel A. Domenech | 70,000 | 110,000 | 204 | 180,204 |
| Stephen J. Hasenmiller | 85,000 | 110,000 | 204 | 195,204 |
| Perry G. Hines | 70,000 | 110,000 | 51 | 180,051 |
| Mark E. Konen | 70,000 | 110,000 | 51 | 180,051 |
| Beverley J. McClure | 85,000 | 110,000 | 51 | 195,051 |
| H. Wade Reece | 0 | 235,000 | 51 | 235,051 |
| Robert Stricker | 85,000 | 110,000 | 204 | 195,204 |
| Steven O. Swyers | 95,000 | 110,000 | 204 | 205,204 |
Director Independence
determined that none of itsnon-employee Directors have a material relationship with the Company, and therefore all of these Directors are independent. These independence determinations are analyzed at least annually in both fact and appearance to promote arms-length oversight. The currentnon-employee Directors are Mr. Casady, Dr. Domenech, Mr. Hasenmiller, Mr. Helow,Hines, Mr. Hines,Konen, Ms. McClure, Mr. Reece, Mr. Stricker and Mr. Swyers. Mr. Casady and Mr. Konen, Board Nominees, are also independent. Mr. Shaheen, who did not stand forre-election at the 2018 Annual Meeting, was independent during his service.
Board Leadership Structure
oversight of management is a critical aspect of effective corporate governance. Accordingly, the Board currently has two separate individuals holding the offices of Chairman and Chief Executive Officer, and the position of Chairman is held by an independent Director. The Board of Directors believes that having an independent Director serve as Chairman is in the best interest of the Company at this time as this structure provides a greater role for the independent Directors in the oversight of the Company. However, as described in the Company’s Corporate Governance Principles, this situation can change in the future to permit one individual to hold both positions, if the Board deems it to be in the best interests of the Company at a given time.
| 12 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation | |
major risks and exposures facing the Company and the steps management has taken to monitor and control such risks and exposures. In addition, throughout the year, the Board and the relevant Board committees dedicate a portion of their meetings to review and discuss specific risk topics in greater detail.
Corporate Social Responsibility
Horace Mann works hard to be a responsible corporate citizen, and is guided by its high standards and mission to serve educators across the country. The Company continues to formalize its
| 2020 Annual Meeting of Shareholders Notice & Proxy Statement | ||||
hundreds of executives nationwide to sign the pledge for CEO Action for Diversity & Inclusion, designed to broaden awareness of unconscious bias and encourage difficult conversations about diversity and inclusion in the workplace. In addition, Horace Mann applied for and was selected as one of 230 companies in the 2019 Bloomberg Gender-Equality Index, which distinguishes companies committed to transparency in gender reporting and advancing women’s equality. For more information on corporate social responsibility at Horace Mann, visit horacemann.com/csr.
Shareholder Engagement
Horace Mann is committed to maintaining an open and productive dialogue with Shareholders to understand investor perspectives and share updates on the Company’s business and governance practices.
In advance of the 2018 Annual Meeting, Horace Mann’s investor relations team reached out to the Company’s top 25 active and passive Shareholders, representing over 55% of our outstanding shares, with a tailored messaging to address corporate governance, say on pay and overall shareholder value creation, along with the first CSR report. Feedback was positive and Shareholders approved all proposals in the 2018 Proxy Statement by over 92%. Horace Mann’s
CSR team engaged in additional discussions with selected investors from this group during the year to better understand their needs and identify priorities for future reporting.
In addition, Horace Mann’s management and investor relations team discussed ESG and CSR topics with active investors during ongoing interactions at conferences and other venues over the course of the year. During 2018, the team met or spoke one or more times with active investors representing more than 32% of outstanding shares in addition to conversations with potential investors. In those meetings, management covers Horace Mann’s business strategy and performance. Investors react positively to updates on how corporate social responsibility initiatives support the Company’s business strategy.
Communications with Directors
have a formal related party transaction policy but it considers each related party transaction individually.
In addition,
In addition, the Company is invested in two Limited Partnership funds managed by BlackRock Capital Investment Advisors, LLC with total commitments of $40 million. The investments are not material to BlackRock.
| 14 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation | |
Advisory Resolution to Approve Named Executive Officers’ Compensation
which describes in more detail how our Executive Compensation policies and procedures operate and are designed to achieve our compensation objectives, as well as the “Summary Compensation Table” and other related compensation tables and narrative included within the CD&A, which provide detailed information on the compensation of our NEOs. The Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the CD&A are effective in achieving our goals.
| 2020 Annual Meeting of Shareholders Notice & Proxy Statement | ||||
• | William J. Caldwell(1), Executive Vice President, Property & Casualty and
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We are$11.0$12.5 billion of assets and approximately $1.2$1.4 billion in total revenue as of December 31, 2018.2019. Founded by Educators for Educators®, we offer ourthe Company offers products and services primarily toK-12 teachers, administrators, and other public school employees and their families. We underwriteHorace Mann underwrites personal lines of auto, property, life and lifesupplemental insurance, as well as retirement products in the United States.2018We made important progressthat will drive long-term improvement in our return on equity. This progress includedas well as the three significant transactions completed during the year. Segment results included:2.6 point4.0-point improvement in the underlying 2018 auto loss ratio as well as catastrophe losses well below 2018, when results included $38 million in catastrophe costs from the Camp Fire;a 1.0 point improvementhigher expenses;underlying 2018 property loss ratio.The Company’s 2018 financial results were significantly impacted by an unprecedented levelsecond half of catastrophe costs and a challenging investment environment. Our unadjusted2019.16 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement Horace Mann Educators Corporation were $28.4 million. When we adjust for Property and Casualty catastrophes greater than plan, costs related to the recently announced acquisitions, Retirement and Life deferred acquisition costs (“DAC”) unlocking and change in guaranteed minimum death benefit (“GMDB”) due to capital gains and losses and market performance different from Plan, core earnings increased to $95.6 million. We make these adjustments when calculating our annual incentive as in any single year they can beitems that are highly volatile and outside the control of management. We doOn that basis, core earnings would have increased to $104.7 million, reflecting 2019 adjustments for:our long-term incentives, as over the long-term management should be held accountable for these outcomes, and has more ability to manage through some of theone-time items over a longer period of time.decreased 1.3%increased 11% in 2018 driven by a decline2019, primarily reflecting the realized gain on assets transferred in the unrealized gain from the202019 Proxy Statement • Compensation Discussion and Analysis
investment portfolio resulting from wider credit spreads across most asset classes, with the10-year U.S. Treasury rate rising 31 basis points to 2.71%.annuity reinsurance transaction, as well as strong earnings. Total Shareholder Return was-12.8% 19.8% in 2018, outperforming life insurance indices and underperforming2019, under-performing property and casualty and life insurance indices.
*Excludingcontinues to evaluate the fair value adjustmentpotential for investments
In the fourth quarteropportunistic buyback of 2018, the Company announced plans to acquire NTA Life Enterprises, LLC (“NTA”) and Benefit Consultants Group, Inc. (“BCG”). These acquisitions bring exciting capabilities to expand our product set, enhance our distribution channels, and further improve our infrastructure, enhancing our long-term view.
While uncontrollable andone-time events impacted our core earnings, we do believe we had a strong overall year and are well positioned for future success. We made significant progress on numerous strategic initiatives, including:
6% growth in retirement sales deposits, with strong market response tofee-based product offerings
Double digit growth in Life sales (19.8%)
Continued solid earnings contributed from Life and Retirement
P&C earnings impacted by significant adverse weather/catastrophes
- Achieved 2.6 points of underlying auto loss ratio improvement
- Achieved 1 point of underlying property loss ratio improvement
Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in HMEC’s 20182019 Annual Report onForm 10-K for a more detailed description of these financial results.
| 2020 Annual Meeting of Shareholders Notice & Proxy Statement | ||||
2018
| Performance-based RSUs vest following a 3-year period, based on relative measures (relative total shareholder return and relative operating return on equity) and an absolute total
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| – | Service-vested stock options with a 4-year vesting period
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| – | Service-vested RSUs with a 3-year vesting period
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| – | Twelve-month post-exercise holding requirement for stock options
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| – | Minimum 12-month vesting for all equity awards
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management.management related to executive compensation. CAP works with management to obtain necessary data and perspectives on the Company’s strategic objectives, business environment, corporate culture, performance, and other relevant factors. This information is used by CAP to formulate its recommendations related to competitive compensation performance targets and overall design. CAP’s findings and recommendations are reported directly to the Committee. The services provided by CAP during 20182019 are described in more detail throughout this analysis. Pursuant to regulatory requirements, the Committee22201918 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement• Compensation Discussion and AnalysisHorace Mann Educators Corporation
the Committee
In response to the 2017 “Say on Pay” advisory vote and at the direction of the Committee, Company management solicited, and received, feedback from certain proxy advisory firms and our Shareholders regarding the 2017 NEO compensation. Based on the feedback received, we made several changes to our executive compensation disclosure, including disclosing the peer group we use when making executive compensation decisions, and disclosing the threshold, target, and maximum performance levels for our AIP and LTIP programs.
The Committee welcomes the opportunity to provide additional insight into our executive compensation practices and appreciates the positive support from our Shareholders. We continue to believe that the overall structure of our compensation plans, the absence of excessive perquisites, and our demonstratedpay-for-performance practices reflect the strength of the Company’s executive compensation programs.
Incentive compensation should drive long-term value creation and reward strong performance
| Horace Mann Educators Corporation | 2020 Annual Meeting of Shareholders Notice & Proxy Statement 19 | |
For 2020, the peer group will be updated to remove Navigators Group, Inc. and MBIA, Inc. as well as to add ProAssurance Corporation.
| ||||
Ambac Financial Group, Inc. | Kemper Corporation | Primerica, Inc. | ||
American Equity Investment Life Holding Co | MBIA, Inc. | RLI Corporation | ||
Argo Group International Holdings, Ltd. | National General Holdings Corporation | Selective Insurance Group, Inc. | ||
CNO Financial Group, Inc. | National Western Life Group, Inc. | State Auto Financial Corporation | ||
Employers Holdings, Inc. | Navigators Group, Inc. | United Fire Group, Inc. | ||
FBL Financial Group, Inc. | ||||
| Horace Mann Educators Corporation | ||||
| Named Individual | 2017 Annualized Salary |
2018 | Percent Increase | |||||||
Marita Zuraitis
|
|
$850,000
|
|
|
$900,000
|
|
5.9%
| |||
Bret A. Conklin
|
|
$320,000
|
|
|
$350,000
|
|
9.4%
| |||
Matthew P. Sharpe
|
|
$415,000
|
|
|
$425,000
|
|
2.4%
| |||
William J. Caldwell
|
|
$375,000
|
|
|
$385,000
|
|
2.7%
| |||
Bret L. Benham
|
|
$350,000
|
|
|
$350,000
|
|
0.0%
| |||
| Named Individual | 2018 Annualized Salary ($) | 2019 Annualized Salary ($) | Percent Increase |
| Marita Zuraitis | 900,000 | 930,000 | 3.3% |
| Bret A. Conklin | 350,000 | 400,000 | 14.3% |
| Matthew P. Sharpe | 425,000 | 425,000 | 0.0% |
| William J. Caldwell | 385,000 | 400,000 | 3.9% |
| Wade A. Rugenstein | N/A | 400,000 | N/A |
| Horace Mann Educators Corporation | 2020 Annual Meeting of Shareholders Notice & Proxy Statement 21 | |
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. 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.
2018 For 2020, the performance measures will include an additional focus on Return on Equity.
 |
| ||
to our Shareholders. Further, tying all the NEOs’ AIP awards to the performance of all business lines incentivizes cooperation among the business line leaders. 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, other members of the Board and CAP before they are set.
2018 AIP Measures (in $M) | Threshold | Target | Maximum | Actual | Results | Weighting | Payout | |||||||||||||||||||||
Adjusted Core Earnings
|
|
85.3
|
|
|
91.7
|
|
|
101.4
|
|
|
95.6
|
|
|
140.2%
|
|
|
50%
|
|
|
70.1%
|
| |||||||
P&C Net Premium Written
|
|
689.3
|
|
|
699.8
|
|
|
713.8
|
|
|
688.3
|
|
|
0.0%
|
|
|
20%
|
|
|
0.0%
|
| |||||||
Retirement Sales |
|
524.5
|
|
|
535.2
|
|
|
556.6
|
|
|
533.4
|
|
|
91.7%
|
|
|
20%
|
|
|
18.3%
|
| |||||||
Horace Mann Life Sales
|
|
19.3
|
|
|
19.5
|
|
|
19.8
|
|
|
21.1
|
|
|
200.0%
|
|
|
10%
|
|
|
20.0%
|
| |||||||
Total
|
|
100%
|
|
|
108.4%
|
| ||||||||||||||||||||||
| Named Individual |
2018 Target | 2018 Actual AIP Payout | 2018 Actual AIP Payout as a % of Base Salary | |||
Marita Zuraitis
|
100%
|
$966,746
|
107.4%
| |||
Bret A. Conklin
|
60%
|
$224,430
|
64.1%
| |||
Matthew P. Sharpe
|
60%
|
$375,3871
|
88.3%
| |||
William J. Caldwell
|
60%
|
$249,366
|
64.8%
| |||
Bret L. Benham
|
50%
|
$189,735
|
54.2%
|
| 2019 AIP Measures (in $M) | Threshold | Target | Maximum | Actual | Results | Weighting | Payout |
| Adjusted Core Earnings (Jan-Jun) | 36.6 | 39.4 | 43.5 | 44.2 | 200.0% | 25% | 50.0% |
| Adjusted Core Earnings (Jul-Dec) | 52.3 | 56.2 | 62.1 | 60.5 | 174.0% | 25% | 43.4% |
| P&C Net Premium Written | 692.2 | 702.7 | 716.8 | 683.1 | 0.0% | 17.5% | 0.0% |
| Retirement Sales | 619.1 | 631.7 | 657.0 | 643.8 | 148.0% | 17.5% | 25.9% |
| Horace Mann Life Sales | 22.2 | 23.2 | 24.3 | 17.7 | 0.0% | 10% | 0.0% |
| Supplemental Premium | 65.7 | 66.7 | 67.0 | 65.7 | 50.0% | 5% | 2.5% |
| Total | 100% | 121.8% | |||||
| Named Individual | 2019 Target AIP Opportunity | 2019 Actual AIP Payout ($) | 2019 Actual AIP Payout as a % of Base Salary |
| Marita Zuraitis | 115% | 1,295,542 | 139.3% |
| Bret A. Conklin | 60% | 286,207 | 71.6% |
| Matthew P. Sharpe | 60% | 310,564 | 73.1% |
| William J. Caldwell | 60% | 290,469 | 72.6% |
| Wade A. Rugenstein | 60% | 154,856(1) | 38.7% |
| 2020 Annual Meeting of Shareholders Notice & Proxy Statement | ||||
2018
Named Individual |
| ($) | ||
Marita Zuraitis | 1,950,000 | |||
Bret A. Conklin | 450,000 | |||
Matthew P. Sharpe | ||||
William J. Caldwell | 425,000 | |||
| 300,000 | |||
2018
 |
| |
| ||
|
6, 20185, 2019 for the 2018-20202019-2021 performance period and comprise 50% of the 20182019 LTIP opportunity. These RSUs will be earned and vested on December 31, 2020,January 1, 2022, 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.Service-vested
| 24 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation | |
Stock Options
2018-2020
 |
| 2020 Annual Meeting of Shareholders Notice & Proxy Statement 25 | ||
2017-2019
2016-20182017-2019 PBRSUs
| 2016-2018 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 | 40% | 43 | % | ||||||||
Operating ROE (4) | 40% | 39 | % | |||||||||||
Absolute Measure | ||||||||||||||
Total Written Premium Growth (5) | 2% | 3% | 4% | 20% | 13 | % | ||||||||
| Total | 95 | % | ||||||||||||
Notes:
|
|
(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) Total Shareholder Return for the three-year period. Measured from the average price five trading days before and five trading days after the beginning | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
Strategic Incentive Grants
As disclosed in our 2016, 2017, and 2018 Proxy Statements, in March 2016, we made strategic equity grants to key executives, including four of the 2018 NEOs, under our CECP. Each executive received a provisional equity grant of PBRSUs contingent on a corporate financial performance goal (50%)measurement period (1/1/17) to the average price five trading days before and individual strategic goals (50%).
These awards were specifically designed to address key priorities duringfive trading days after the Company’s strategic evolution and are not an ongoing component of our executive compensation program. The Committee believes that successful achievement of these strategic objectives drives incremental value for Shareholders.
Each executive’s entire award was subject to satisfaction of an objective threshold Company-wide performance goal, Earnings per Share (EPS), for any portionend of the award to vest. Duringmeasurement period (12/31/19). Source: S&P Market Intelligence
The remaining 50% of the award was based on achievement of individual strategic goals, which were disclosed in the 2017 Proxy StatementTotal Retirement Sales for Ms. Zuraitis, Mr. Sharpeannuity (HMN, RIA, and Mr. Caldwell. Upon his promotion to CFO, Mr. Conklin assumed the goals of our prior CFO, Dwayne Hallman. Mr. Hallman’s goals were also disclosed in the 2017 Proxy Statement. In addition, Mr. Conklin had individual goals based on his prior role of Senior Vice President & Controller, including improvements to our internal controls over financial reporting, the financial close process,institutional platform) and external audit processes.
The individual goal-based PBRSUs:
Do not vest unless the established individual strategic goals are achieved during the performance period beginning on January 1, 2016, and ending on December 31, 2018;
Are reduced to zero, if the $4 EPS goal is not achieved;
Cannot exceed the number of shares granted (except through accrued dividend equivalents); and
Will be reduced if all individual strategic goals and their components are partially met.
The Committee reviewed progress toward these goals throughout the performance period. Following a thorough review at the conclusion of the performance period, the Committee, and the full Board in the case of the CEO’s award, agreed with the CEO’s assessment that each of the executives met or exceeded their individual goals. Therefore, the entire award vested as of January 1, 2019.
Additional Pay Practices
Position |
| ||
CEO | 500 | ||
Executive Vice President | 350 | ||
Senior Vice President | 300 | ||
| |||
We use
| 26 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation | |
As indicated in the following chart, all NEOs have met or exceeded their stock ownership guidelines except for Mr. Benham.Rugenstein. Mr. BenhamRugenstein joined the Company in November 2017July 2019 and is on target to meet the requirement by the deadline.
| Named Individual |
Stock Ownership Target % | Stock Ownership Actual % | Stock Ownership (1) | Book Value (2) | ||||||||||
Marita Zuraitis
| 500%
|
| 1142%
|
|
| 352,771
|
|
| $10,276,225
|
| ||||
Bret A. Conklin
| 350%
|
| 586%
|
|
| 70,433
|
|
| $ 2,051,722
|
| ||||
Matthew P. Sharpe
| 350%
|
| 916%
|
|
| 133,648
|
|
| $ 3,893,172
|
| ||||
William J. Caldwell
| 350%
|
| 456%
|
|
| 60,296
|
|
| $ 1,756,412
|
| ||||
Bret L. Benham
| 350%
|
| 83%
|
|
| 9,981
|
|
| $ 290,760
|
| ||||
HMN Stock Price @ 12/31/2018 = | $37.45 |
| ||||||||||||
HM Book Value @ 12/31/2018 = | $29.13 | |||||||||||||
| Named Individual | Stock Ownership Target % | Stock Ownership Actual % | Stock Ownership(1) | Book Value(2) ($) | ||
| Marita Zuraitis | 500% | 1123% | 322,108 | 10,442,741 | ||
| Bret A. Conklin | 350% | 556% | 68,585 | 2,223,526 | ||
| Matthew P. Sharpe | 350% | 906% | 118,798 | 3,851,431 | ||
| William J. Caldwell | 350% | 481% | 59,352 | 1,924,192 | ||
| Wade A. Rugenstein | 350% | 110% | 13,565 | 439,777 | ||
| HMN Stock Price @ 12/31/2019 = | $43.66 | |||||
| HM Book Value @ 12/31/2019 = | $32.42 | |||||
| ||
| Horace Mann Educators Corporation | 2020 Annual Meeting of | |
|
Risk Assessment
The
As part of the acquisition of NTA, Mr. Rugenstein’s offer included a special trigger for Change in Control tied to the departure of the CEO within two years of his employment date.
| 28 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation | |
| Multiple | ||||||
| Named Individual | Executive Severance | Change In Control | ||||
Marita Zuraitis
| 2.0
| 2.5
| ||||
Bret A. Conklin
| 1.5
| 2.0
| ||||
Matthew P. Sharpe
| 1.5
| 2.0
| ||||
William J. Caldwell
| 1.5
| 2.0
| ||||
Bret L. Benham
| 1.5
| 2.0
| ||||
Multiple Named Individual Marita Zuraitis 2.0 2.5 Bret A. Conklin 1.5 2.0 Matthew P. Sharpe 1.5 2.0 William J. Caldwell 1.5 2.0 Wade A. Rugenstein 1.5 2.0
contribution plan because of certain limitations imposed by the Internal Revenue Code (“IRC”). Each of these two plans includes a Company contribution. The amounts contributed for each NEO are included in the “Summary Compensation Table.” These types of plans are customarily offered within our industry. No NEO participates in the Company’s defined benefit plan or supplemental defined benefit retirement plan because participation in those plans was limited to individuals hired prior to January 1, 1999 and all of our NEOs were hired after that date.
| Horace Mann Educators Corporation | 2020 Annual Meeting of Shareholders Notice & Proxy Statement 29 | |
Any employee granted shares by the Company is prohibited from engaging in hedging transactions. No other employees are subject to hedging or pledging prohibitions.
Tax Implications
| Name & Principal Position | Year | Salary ($) (1) | Bonus ($) | Stock Awards ($) (2) | Option Awards ($) (3) | Non-Equity Incentive Plan Compensation ($) (4) | All Other Compensation ($) (5) | Total ($) |
Marita Zuraitis President & Chief Executive Officer | 2019 | 925,000 | 0 | 1,365,000 | 585,000 | 1,295,541 | 71,020 | 4,241,561 |
| 2018 | 891,667 | 0 | 1,190,000 | 510,000 | 966,745 | 68,578 | 3,626,990 | |
| 2017 | 841,667 | 0 | 1,085,000 | 465,000 | 803,455 | 60,261 | 3,255,383 | |
Bret A. Conklin Executive Vice President & Chief Financial Officer | 2019 | 391,667 | 0 | 315,000 | 135,000 | 286,207 | 27,983 | 1,155,856 |
| 2018 | 345,000 | 0 | 227,500 | 97,500 | 224,429 | 25,354 | 919,783 | |
| 2017 | 308,126 | 0 | 226,000 | 54,000 | 134,200 | 18,079 | 740,405 | |
Matthew P. Sharpe Executive Vice President, Distribution & Business Strategy | 2019 | 425,000 | 0 | 385,000 | 165,000 | 310,564 | 46,020 | 1,331,584 |
| 2018 | 423,333 | 0 | 385,000 | 165,000 | 375,387 | 43,724 | 1,392,444 | |
| 2017 | 412,500 | 0 | 395,500 | 169,500 | 236,264 | 41,696 | 1,255,460 | |
William J. Caldwell Executive Vice President, Property & Casualty and Life & Retirement | 2019 | 397,500 | 0 | 297,500 | 127,500 | 290,469 | 44,645 | 1,157,614 |
| 2018 | 383,333 | 0 | 280,000 | 120,000 | 249,366 | 42,162 | 1,074,861 | |
| 2017 | 370,833 | 0 | 252,000 | 108,000 | 212,398 | 41,080 | 984,311 | |
| Wade A. Rugenstein Executive Vice President, Supplemental & Operations | 2019 | 211,916 | 0 | 566,000 | 114,000 | 154,856 | 19,558 | 1,066,330 |
| 2018 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |
| 2017 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |
| Name & Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Option Awards ($) (4) |
Non-Equity ($) (5) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
Marita Zuraitis President & Chief Executive Officer
|
|
2018 |
|
|
891,667 |
|
|
0 |
|
|
1,190,000 |
|
|
510,000 |
|
|
966,745 |
|
|
68,578 |
|
|
3,626,990 |
| ||||||||
| 2017 | 841,667 | 0 | 1,085,000 | 465,000 | 803,455 | 60,261 | 3,255,383 | |||||||||||||||||||||||||
|
| 2016
|
|
| 800,000
|
|
| 0
|
|
| 2,580,000
|
|
| 420,000
|
|
| 898,240
|
|
| 57,593
|
|
| 4,755,833
|
| |||||||||
Bret A. Conklin Executive Vice President & Chief Financial Officer |
|
2018 |
|
|
345,000 |
|
|
0 |
|
|
227,500 |
|
|
97,500 |
|
|
224,429 |
|
|
25,354 |
|
|
919,783 |
| ||||||||
| 2017 | 308,126 | 0 | 226,000 | 54,000 | 134,200 | 18,079 | 740,405 | |||||||||||||||||||||||||
|
| 2016
|
|
| 270,842
|
|
| 0
|
|
| 372,500
|
|
| 52,500
|
|
| 106,436
|
|
| 17,201
|
|
| 819,479
|
| |||||||||
Matthew P. Sharpe Executive Vice President, Strategy & Business Development |
|
2018 |
|
|
423,333 |
|
|
0 |
|
|
385,000 |
|
|
165,000 |
|
|
375,387 |
|
|
43,724 |
|
|
1,392,444 |
| ||||||||
| 2017 | 412,500 | 0 | 395,500 | 169,500 | 236,264 | 41,696 | 1,255,460 | |||||||||||||||||||||||||
|
| 2016
|
|
| 400,000
|
|
| 0
|
|
| 950,000
|
|
| 150,000
|
|
| 269,472
|
|
| 40,927
|
|
| 1,810,399
|
| |||||||||
William J. Caldwell Executive Vice President, Property & Casualty |
|
2018 |
|
|
383,333 |
|
|
0 |
|
|
280,000 |
|
|
120,000 |
|
|
249,366 |
|
|
42,162 |
|
|
1,074,861 |
| ||||||||
| 2017 | 370,833 | 0 | 252,000 | 108,000 | 212,398 | 41,080 | 984,311 | |||||||||||||||||||||||||
|
| 2016
|
|
| 350,000
|
|
| 0
|
|
| 770,000
|
|
| 105,000
|
|
| 196,490
|
|
| 39,885
|
|
| 1,461,375
|
| |||||||||
Bret L. Benham Executive Vice President, Life & Retirement |
|
2018 |
|
|
350,000 |
|
|
100,000 |
|
|
175,000 |
|
|
75,000 |
|
|
189,735 |
|
|
81,085 |
|
|
970,820 |
| ||||||||
| 2017 | 34,551 | 0 | 250,000 | 0 | 16,491 | 0 | 301,042 | |||||||||||||||||||||||||
|
| 2016
|
|
| n/a
|
|
| n/a
|
|
| n/a
|
|
| n/a
|
|
| n/a
|
|
| n/a
|
|
| n/a
|
| |||||||||
| ||||
|
|
|
|
Name & Principal Position
| Perquisites &
| Relocation
| Company to Defined Contribution
| Total
| ||||||||||||
Marita Zuraitis
| 15,745 | �� | 0 | 52,833 | 68,578 | |||||||||||
Bret A. Conklin
| 0 | 0 | 25,354 | 25,354 | ||||||||||||
Matthew P. Sharpe
| 15,745 | 0 | 27,979 | 43,724 | ||||||||||||
William J. Caldwell
| 15,745 | 0 | 26,417 | 42,162 | ||||||||||||
Bret L. Benham Executive Vice President, Life & Retirement
| 13,760 | 44,388 | 22,938 | 81,085 | ||||||||||||
|
2019.
| Name & Principal Position | Perquisites & Other Personal Benefits ($) (1) | Relocation | Company Contributions to Defined Contribution Plans ($) | Total ($) |
Marita Zuraitis President and Chief Executive Officer | 16,370 | 0 | 54,650 | 71,020 |
Bret A. Conklin Executive Vice President and Chief Financial Officer | 0 | 0 | 27,983 | 27,983 |
Matthew P. Sharpe Executive Vice President, Distribution & Business Strategy | 16,370 | 0 | 29,650 | 46,020 |
William J. Caldwell Executive Vice President, Property & Casualty and Life & Retirement | 16,370 | 0 | 28,275 | 44,645 |
Wade A. Rugenstein Executive Vice President, Supplemental & Operations | 4,485 | 0 | 15,073 | 19,558 |
| Total Pay | Pay Ratio | |||||||
Chief Executive Officer | $ | 3,626,990 | 56:1 | |||||
Median Employee | $ | 64,357 | ||||||
| Total Pay ($) | Pay Ratio | ||
| Chief Executive Officer | 4,241,561 | 65:1 | |
| Median Employee | 65,511 | ||
| Named Individual | Grant Date |
Estimated Future Payouts | Estimated Future Payouts Under Equity Incentive Plan Awards (2) |
All | All Other Option Awards: Number of Securities Underlying Options (#) (4) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Option Awards ($) (5) | |||||||||||||||||||||||||||||||||||||||||||||
| Incentive Plan | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | ||||||||||||||||||||||||||||||||||||||||||||||
Marita Zuraitis | AIP | 445,834 | 891,667 | 1,783,334 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | 9,896 | 19,791 | 39,582 | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 7,917 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 71,532 | $ | 42.95 | 510,000 | ||||||||||||||||||||||||||||||||||||||||
Bret A. Conklin | AIP | 103,500 | 207,000 | 414,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | 1,892 | 3,784 | 7,568 | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 1,515 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 13,676 | $ | 42.95 | 97,500 | ||||||||||||||||||||||||||||||||||||||||
Matthew P. Sharpe | AIP | 127,000 | 254,000 | 508,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | 3,202 | 6,403 | 12,806 | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 2,562 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 23,144 | $ | 42.95 | 165,000 | ||||||||||||||||||||||||||||||||||||||||
William J. Caldwell | AIP | 115,000 | 230,000 | 460,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | 2,329 | 4,657 | 9,314 | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 1,863 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 16,832 | $ | 42.95 | 120,000 | ||||||||||||||||||||||||||||||||||||||||
Bret L. Benham | AIP | 87,500 | 175,000 | 350,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | 1,456 | 2,911 | 5,822 | N/A | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 1,167 | N/A | N/A | N/A | |||||||||||||||||||||||||||||||||||||||||
| 3/6/2018 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 10,520 | $ | 42.95 | 75,000 | ||||||||||||||||||||||||||||||||||||||||
| 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 | 531,875 | 1,063,750 | 2,127,500 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | 12,504 | 25,007 | 50,014 | N/A | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 10,005 | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 93,756 | 38.99 | 585,000 | ||
| Bret A. Conklin | AIP | 117,500 | 235,000 | 470,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | 2,886 | 5,771 | 11,542 | N/A | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 2,310 | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 21,636 | 38.99 | 135,000 | ||
| Matthew P. Sharpe | AIP | 127,500 | 255,000 | 510,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | 3,527 | 7,054 | 14,108 | N/A | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 2,823 | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 26,444 | 38.99 | 165,000 | ||
| William J. Caldwell | AIP | 119,250 | 238,500 | 477,000 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | 2,726 | 5,451 | 10,902 | N/A | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 2,181 | N/A | N/A | N/A | ||
| 3/5/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 20,436 | 38.99 | 127,500 | ||
| Wade A. Rugenstein | AIP | 63,575 | 127,150 | 254,300 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | ||
| 8/1/2019 | LTI | N/A | N/A | N/A | 2,224 | 4,447 | 8,894 | N/A | N/A | N/A | N/A | ||
| 7/12/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 7,167 | N/A | N/A | N/A | ||
| 8/1/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | 1,779 | N/A | N/A | N/A | ||
| 8/1/2019 | LTI | N/A | N/A | N/A | N/A | N/A | N/A | N/A | 17,592 | 42.73 | 114,000 | ||
| |||
|
|
|
|
|
| Option Awards |
Stock Awards (Restricted Stock Units) | |||||||||||||||||||||||||||||||||||||||||||
| Named Individual | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) (1) | 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) | Market Value of Shares or Units of Stock that Have Not Vested ($) (3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($) (3) | ||||||||||||||||||||||||||||||||||
Marita Zuraitis | 9,248 | 0 | 0 | $ | 22.69 | 05/22/13 | 05/22/20 | |||||||||||||||||||||||||||||||||||||
| 33,296 | 0 | 0 | $ | 28.88 | 03/05/14 | 03/05/24 | ||||||||||||||||||||||||||||||||||||||
| 22,197 | 7,399 | 0 | $ | 32.35 | 03/04/15 | 03/04/25 | 19,344 | $ | 724,433 | 120,466 | $ | 4,511,452 | ||||||||||||||||||||||||||||||||
| 41,958 | 41,958 | 0 | $ | 31.01 | 03/09/16 | 03/09/26 | ||||||||||||||||||||||||||||||||||||||
| 17,606 | 52,818 | 0 | $ | 41.95 | 03/07/17 | 03/07/27 | ||||||||||||||||||||||||||||||||||||||
| 0 | 71,532 | 0 | $ | 42.95 | 03/06/18 | 03/06/28 | ||||||||||||||||||||||||||||||||||||||
��Bret A. Conklin | 7,488 | 0 | 0 | $ | 17.32 | 03/07/12 | 03/07/19 | |||||||||||||||||||||||||||||||||||||
| 5,552 | 0 | 0 | $ | 20.60 | 03/05/13 | 03/05/20 | ||||||||||||||||||||||||||||||||||||||
| 5,828 | 0 | 0 | $ | 28.88 | 03/05/14 | 03/05/24 | ||||||||||||||||||||||||||||||||||||||
| 3,534 | 1,178 | 0 | $ | 32.35 | 03/04/15 | 03/04/25 | 3,892 | $ | 145,755 | 19,243 | $ | 720,650 | ||||||||||||||||||||||||||||||||
| 5,246 | 5,246 | 0 | $ | 31.01 | 03/09/16 | 03/09/26 | ||||||||||||||||||||||||||||||||||||||
| 2,045 | 6,135 | 0 | $ | 41.95 | 03/07/17 | 03/07/27 | ||||||||||||||||||||||||||||||||||||||
| 0 | 13,676 | 0 | $ | 42.95 | 03/06/18 | 03/06/28 | ||||||||||||||||||||||||||||||||||||||
Matthew P. Sharpe | 4,813 | 0 | 0 | $ | 28.88 | 03/05/14 | 03/05/24 | |||||||||||||||||||||||||||||||||||||
| 10,089 | 3,363 | 0 | $ | 32.35 | 03/04/15 | 03/04/25 | 6,788 | $ | 254,211 | 43,486 | $ | 1,628,551 | ||||||||||||||||||||||||||||||||
| 14,986 | 14,986 | 0 | $ | 31.01 | 03/09/16 | 03/09/26 | ||||||||||||||||||||||||||||||||||||||
| 6,418 | 19,254 | 0 | $ | 41.95 | 03/07/17 | 03/07/27 | ||||||||||||||||||||||||||||||||||||||
| 0 | 23,144 | 0 | $ | 42.95 | 03/06/18 | 03/06/28 | ||||||||||||||||||||||||||||||||||||||
William J. Caldwell | 3,880 | 2,018 | 0 | $ | 32.35 | 03/04/15 | 03/04/25 | |||||||||||||||||||||||||||||||||||||
| 0 | 10,490 | 0 | $ | 31.01 | 03/09/16 | 03/09/26 | ||||||||||||||||||||||||||||||||||||||
| 4,090 | 12,270 | 0 | $ | 41.95 | 03/07/17 | 03/07/27 | 4,411 | $ | 165,192 | 33,855 | $ | 1,267,870 | ||||||||||||||||||||||||||||||||
| 0 | 16,832 | 0 | $ | 42.95 | 03/06/18 | 03/06/28 | ||||||||||||||||||||||||||||||||||||||
Bret L. Benham | 0 | 10,520 | 0 | $ | 42.95 | 03/06/18 | 03/06/28 | 3,990 | $ | 149,426 | 5,781 | $ | 216,498 | |||||||||||||||||||||||||||||||
| Named Individual | Option Awards | Stock Awards (Restricted Stock Units) | ||||||||
Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Grant Date | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(3) | |
| Marita Zuraitis | 9,248 | 0 | 0 | 22.69 | 05/22/13 | 05/22/20 | 18,624 | 813,124 | 66,679 | 2,911,205 |
| 33,296 | 0 | 0 | 28.88 | 03/05/14 | 03/05/24 | |||||
| 29,596 | 0 | 0 | 32.35 | 03/04/15 | 03/04/25 | |||||
| 62,937 | 20,979 | 0 | 31.01 | 03/09/16 | 03/09/26 | |||||
| 35,212 | 35,212 | 0 | 41.95 | 03/07/17 | 03/07/27 | |||||
| 17,883 | 53,649 | 0 | 42.95 | 03/06/18 | 03/06/28 | |||||
| 0 | 93,756 | 0 | 38.99 | 03/05/19 | 03/05/29 | |||||
| Bret A. Conklin | 5,828 | 0 | 0 | 28.88 | 03/05/14 | 03/05/24 | 4,204 | 183,547 | 13,556 | 591,855 |
| 4,712 | 0 | 0 | 32.35 | 03/04/15 | 03/04/25 | |||||
| 7,869 | 2,623 | 0 | 31.01 | 03/09/16 | 03/09/26 | |||||
| 4,090 | 4,090 | 0 | 41.95 | 03/07/17 | 03/07/27 | |||||
| 3,419 | 10,257 | 0 | 42.95 | 03/06/18 | 03/06/28 | |||||
| 0 | 21,636 | 0 | 38.99 | 03/05/19 | 03/05/29 | |||||
| Matthew P. Sharpe | 4,813 | 0 | 0 | 28.88 | 03/05/14 | 03/05/24 | 5,710 | 249,299 | 21,329 | 931,224 |
| 13,452 | 0 | 0 | 32.35 | 03/04/15 | 03/04/25 | |||||
| 22,479 | 7,493 | 0 | 31.01 | 03/09/16 | 03/09/26 | |||||
| 12,836 | 12,836 | 0 | 41.95 | 03/07/17 | 03/07/27 | |||||
| 5,786 | 17,358 | 0 | 42.95 | 03/06/18 | 03/06/28 | |||||
| 0 | 26,444 | 0 | 38.99 | 03/05/19 | 03/05/29 | |||||
| William J. Caldwell | 5,898 | 0 | 0 | 32.35 | 03/04/15 | 03/04/25 | 4,343 | 189,615 | 15,183 | 662,890 |
| 5,245 | 5,245 | 0 | 31.01 | 03/09/16 | 03/09/26 | |||||
| 8,180 | 8,180 | 0 | 41.95 | 03/07/17 | 03/07/27 | |||||
| 4,208 | 12,624 | 0 | 42.95 | 03/06/18 | 03/06/28 | |||||
| 0 | 20,436 | 0 | 38.99 | 03/05/19 | 03/05/29 | |||||
| Wade A. Rugenstein | 0 | 17,592 | 0 | 42.73 | 08/01/19 | 08/01/29 | 9,061 | 395,603 | 4,504 | 196,645 |
| ||||
|
|
|
Named Individual
|
Option Awards |
Stock Awards | ||||||||||||||||
Number of Shares
| Value Realized
|
Number of
|
Value on ($) (1)
| |||||||||||||||
Marita Zuraitis
|
| 0
|
|
| 0
|
|
| 32,827
|
|
| 1,411,913
|
| ||||||
Bret A. Conklin
|
| 7,100
|
|
| 183,131
|
|
| 6,029
|
|
| 258,960
|
| ||||||
Matthew P. Sharpe
|
| 16,400
|
|
| 324,281
|
|
| 14,236
|
|
| 612,088
|
| ||||||
William J. Caldwell
|
| 19,289
|
|
| 267,367
|
|
| 7,928
|
|
| 341,218
|
| ||||||
Bret L. Benham
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
| ||||||
|
2019.
| 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 | 0 | 0 | 90,838 | 3,532,919 |
| Bret A. Conklin | 13,040 | 165,570 | 13,824 | 537,365 |
| Matthew P. Sharpe | 0 | 0 | 33,489 | 1,302,595 |
| William J. Caldwell | 0 | 0 | 26,043 | 1,014,014 |
| Wade A. Rugenstein | 0 | 0 | 0 | 0 |
Named Individual
| Account Name
|
Executive
| Registrant
| Aggregate
| Aggregate
| |||||||||||||
| Marita Zuraitis | NQDCP Account | 0 | 30,833 | 1,817 | 124,684 | |||||||||||||
Deferred Compensation Account
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
| ||||||
| Bret A. Conklin | NQDCP Account |
| 0
|
|
| 3,500
|
|
| 194
|
|
| 14,449
|
| |||||
Deferred Compensation Account
|
| 0
|
|
| 0
|
|
| -51,224
|
|
| 350,156
|
| ||||||
| Matthew P. Sharpe | NQDCP Account |
| 0
|
|
| 7,417
|
|
| 536
|
|
| 37,270
|
| |||||
Deferred Compensation Account
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
| ||||||
| William J. Caldwell | NQDCP Account |
| 0
|
|
| 5,417
|
|
| 232
|
|
| 18,105
|
| |||||
Deferred Compensation Account
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
| ||||||
| Bret L. Benham | NQDCP Account |
| 0
|
|
| 3,750
|
|
| 7
|
|
| 3,757
|
| |||||
Deferred Compensation Account
|
| 0
|
|
| 0
|
|
| 0
|
|
| 0
|
| ||||||
| 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 | 32,250 | 3,449 | 160,383 |
| Deferred Compensation Account | 0 | 0 | 0 | 0 | |
| Bret A. Conklin | NQDCP Account | 0 | 5,583 | 386 | 20,418 |
| Deferred Compensation Account | 0 | 0 | 69,652 | 419,808 | |
| Matthew P. Sharpe | NQDCP Account | 0 | 7,250 | 977 | 45,497 |
| Deferred Compensation Account | 0 | 0 | 0 | 0 | |
| William J. Caldwell | NQDCP Account | 0 | 5,875 | 481 | 24,461 |
| Deferred Compensation Account | 0 | 0 | 0 | 0 | |
| Wade A. Rugenstein | NQDCP Account | 0 | 0 | 0 | 0 |
| Deferred Compensation Account | 0 | 0 | 0 | 0 | |
| ||||
|
Estimated Payments ($) Assuming Termination as of December 31, 2018 (1)(2) | ||||||||||||||||||||
Name & Benefits | Disability or Death | For Cause | Voluntary | Involuntary Termination w/o Cause | Change in Control | |||||||||||||||
Marita Zuraitis | ||||||||||||||||||||
Cash Severance | 0 | 0 | 0 | 3,600,000 | 4,500,000 | |||||||||||||||
AIP | 900,000 | 0 | 0 | 900,000 | 900,000 | |||||||||||||||
Acceleration of Stock Options | 307,944 | 0 | 0 | 0 | 307,944 | |||||||||||||||
Acceleration of RSUs | 4,130,425 | 0 | 0 | 0 | 4,856,479 | |||||||||||||||
Health and Welfare | 0 | 0 | 0 | 23,175 | 23,175 | |||||||||||||||
Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
TOTAL |
| 5,338,369
|
|
| 0
|
|
| 0
|
|
| 4,523,175
|
|
| 10,587,598
|
| |||||
Bret A. Conklin | ||||||||||||||||||||
Cash Severance | 0 | 0 | 0 | 840,000 | 1,120,000 | |||||||||||||||
AIP | 210,000 | 0 | 0 | 210,000 | 210,000 | |||||||||||||||
Acceleration of Stock Options | 39,792 | 0 | 0 | 0 | 39,792 | |||||||||||||||
Acceleration of RSUs | 669,238 | 0 | 0 | 0 | 805,625 | |||||||||||||||
Health and Welfare | 0 | 0 | 0 | 34,032 | 34,032 | |||||||||||||||
Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | -346,094 | |||||||||||||||
TOTAL |
| 919,030
|
|
| 0
|
|
| 0
|
|
| 1,084,032
|
|
| 1,863,355
|
| |||||
Matthew P. Sharpe | ||||||||||||||||||||
Cash Severance | 0 | 0 | 0 | 1,020,000 | 1,360,000 | |||||||||||||||
AIP | 255,000 | 0 | 0 | 255,000 | 255,000 | |||||||||||||||
Acceleration of Stock Options | 113,661 | 0 | 0 | 0 | 113,661 | |||||||||||||||
Acceleration of RSUs | 1,498,462 | 0 | 0 | 0 | 1,742,848 | |||||||||||||||
Health and Welfare | 0 | 0 | 0 | 31,630 | 31,630 | |||||||||||||||
Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
TOTAL |
| 1,867,123
|
|
| 0
|
|
| 0
|
|
| 1,306,630
|
|
| 3,503,139
|
| |||||
William J. Caldwell | ||||||||||||||||||||
Cash Severance | 0 | 0 | 0 | 924,000 | 1,232,000 | |||||||||||||||
AIP | 231,000 | 0 | 0 | 231,000 | 231,000 | |||||||||||||||
Acceleration of Stock Options | 77,847 | 0 | 0 | 0 | 77,847 | |||||||||||||||
Acceleration of RSUs | 1,160,420 | 0 | 0 | 0 | 1,330,561 | |||||||||||||||
Health and Welfare | 0 | 0 | 0 | 21,674 | 21,674 | |||||||||||||||
Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
TOTAL
|
| 1,469,267
|
|
| 0
|
|
| 0
|
|
| 1,176,674
|
|
| 2,893,082
|
| |||||
Bret L. Benham | ||||||||||||||||||||
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 | 248,376 | 0 | 0 | 0 | 354,951 | |||||||||||||||
Health and Welfare | 0 | 0 | 0 | 23,151 | 23,151 | |||||||||||||||
Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | N/A | |||||||||||||||
TOTAL
|
| 423,376
|
|
| 0
|
|
| 0
|
|
| 985,651
|
|
| 1,603,102
|
| |||||
| Estimated Payments ($) Assuming Termination as of December 31, 2019 (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 | 3,999,000 | 4,998,750 | |
| AIP | 1,069,500 | 0 | 0 | 1,069,500 | 1,069,500 | |
| Acceleration of Stock Options | 801,528 | 0 | 0 | 0 | 801,528 | |
| Acceleration of RSUs | 2,518,915 | 0 | 0 | 0 | 3,537,333 | |
| Health and Welfare | 0 | 0 | 0 | 24,224 | 24,224 | |
| Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | N/A | |
| TOTAL | 4,389,943 | 0 | 0 | 5,092,724 | 10,431,335 | |
| Bret A. Conklin | ||||||
| Cash Severance | 0 | 0 | 0 | 960,000 | 1,280,000 | |
| AIP | 240,000 | 0 | 0 | 240,000 | 240,000 | |
| Acceleration of Stock Options | 148,497 | 0 | 0 | 0 | 148,497 | |
| Acceleration of RSUs | 514,208 | 0 | 0 | 0 | 737,766 | |
| Health and Welfare | 0 | 0 | 0 | 35,558 | 35,558 | |
| Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | -300,466 | |
| TOTAL | 902,705 | 0 | 0 | 1,235,558 | 2,141,355 | |
| Matthew P. Sharpe | ||||||
| Cash Severance | 0 | 0 | 0 | 1,020,000 | 1,360,000 | |
| AIP | 255,000 | 0 | 0 | 255,000 | 255,000 | |
| Acceleration of Stock Options | 252,554 | 0 | 0 | 0 | 252,554 | |
| Acceleration of RSUs | 819,304 | 0 | 0 | 0 | 1,118,613 | |
| Health and Welfare | 0 | 0 | 0 | 33,029 | 33,029 | |
| Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | N/A | |
| TOTAL | 1,326,858 | 0 | 0 | 1,308,029 | 3,019,196 | |
| William J. Caldwell | ||||||
| Cash Severance | 0 | 0 | 0 | 960,000 | 1,280,000 | |
| AIP | 240,000 | 0 | 0 | 240,000 | 240,000 | |
| Acceleration of Stock Options | 184,736 | 0 | 0 | 0 | 184,736 | |
| Acceleration of RSUs | 576,116 | 0 | 0 | 0 | 803,125 | |
| Health and Welfare | 0 | 0 | 0 | 22,652 | 22,652 | |
| Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | -157,935 | |
| TOTAL | 1,000,852 | 0 | 0 | 1,222,652 | 2,372,578 | |
| Wade Rugenstein | ||||||
| Cash Severance | 0 | 0 | 0 | 960,000 | 1,280,000 | |
| AIP | 120,000 | 0 | 0 | 120,000 | 120,000 | |
| Acceleration of Stock Options | 16,361 | 0 | 0 | 0 | 16,361 | |
| Acceleration of RSUs | 455,123 | 0 | 0 | 0 | 584,738 | |
| Health and Welfare | 0 | 0 | 0 | 35,799 | 35,799 | |
| Modified Cap Adjustment (3) | N/A | N/A | N/A | N/A | -344,518 | |
| TOTAL | 591,484 | 0 | 0 | 1,115,799 | 1,692,380 | |
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Equity Compensation Plans |
Securities to be | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Securities Available for Future Issuance Under Equity Compensation Plans (4) | |||||||||||
Plans Approved by Shareholders | ||||||||||||||
Stock Incentive Plans (1) | ||||||||||||||
Stock Options | 774,821 | $ | 36.65 | N/A | ||||||||||
Restricted Stock Units (2) | 1,008,249 | N/A | N/A | |||||||||||
Subtotal | 1,783,070 | N/A | N/A | |||||||||||
Deferred Compensation (2)(3) | 56,786 | N/A | N/A | |||||||||||
Subtotal | 1,839,856 | N/A | 1,826,449 | |||||||||||
Plans Not Approved by Shareholders | N/A | N/A | N/A | |||||||||||
Total | 1,839,856 | N/A | 1,826,449 | |||||||||||
| 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 | 908,557 | 37.57 | N/A | |
| Restricted Stock Units (2) | 889,438 | N/A | N/A | |
| Subtotal | 1,797,995 | N/A | N/A | |
| Deferred Comp Plan for Directors (2) & Employees (3) | 53,720 | N/A | N/A | |
| Subtotal | 1,851,715 | N/A | 1,187,220 | |
| Plans Not Approved by Shareholders | N/A | N/A | N/A | |
| Total | 1,851,715 | N/A | 1,187,220 | |
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(1) Includes grants under the CECP.
| Horace Mann Educators Corporation | 2020 Annual Meeting of Shareholders Notice & Proxy Statement 37 | |
56
Bret L. Benham, 58
Executive Vice President, Life & Retirement
Mr. Benham joined the Company in November 2017 as Executive Vice President, Life & Retirement. Prior to that, he served as Senior Vice President of Retirement at Ameritas, a position he held since 2013, and also held executive positions at TIAA-CREF and Fidelity Investments. Mr. Benham has served on multiple industry boards, including the American Council of Life Insurers (ACLI), Insurance Information Institute and Retirement Income Industry Association. He has a proven track record of delivering profitable growth, driving operational excellence, and has an innovative approach to products and distribution. Mr. Benham has over 35 years of experience in the insurance and financial services industry.
William J. Caldwell 48
(1), 49
and Life & Retirement
Allan C. Robinson, 57
Strategy
held since joining the Company in January 2012. Prior to joining the Company, Mr. Sharpe was with Genworth Financial, Inc. from 1999 to 2011, where he most recently served as Senior Vice President. During his tenure at Genworth, he gained an extensive annuity and life background while leading a variety of successful growth, product development, strategic, marketing and sales initiatives. He is a memberBoard President of the Board of Directors of the Illinois Life Insurance Council and Central Illinois Foodbank. Mr. Sharpe has over 30 years of experience in the insurance and financial services industry.
| 38 2020 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation | |
Senior52
Elizabeth P. Moore, 55
56
53
| Common Stock Ownership |
Beneficial Ownership Amount | Percent of Class | ||||||
5% Beneficial Owners | ||||||||
BlackRock, Inc. (1) | 5,962,193 | 14.6 | % | |||||
The Vanguard Group, Inc. (2) | 4,253,013 | 10.4 | % | |||||
Dimensional Fund Advisors LP (3) | 3,429,725 | 8.4 | % | |||||
Victory Capital Management Inc. (4) | 2,125,555 | 5.2 | % | |||||
Franklin Mutual Advisers, LLC (5) | 2,056,363 | 5.0 | % | |||||
Silvercrest Asset Management Group, LLC (6) | 2,049,073 | 5.0 | % | |||||
Directors, Board Nominees and Executive Officers | ||||||||
Mark S. Casady | 0 | 0.0 | % | |||||
Daniel A. Domenech (7) | 15,082 | * | ||||||
Stephen J. Hasenmiller | 24,664 | * | ||||||
Ronald J. Helow (8) | 39,242 | * | ||||||
Perry G. Hines | 0 | 0.0 | % | |||||
Mark Konen | 0 | 0.0 | % | |||||
Beverley J. McClure (9) | 15,961 | * | ||||||
H. Wade Reece (10) | 5,663 | * | ||||||
Robert Stricker (11) | 34,828 | * | ||||||
Steven O. Swyers (12) | 12,056 | * | ||||||
Marita Zuraitis (13) | 491,969 | 1.2 | % | |||||
Bret A. Conklin (14) | 96,671 | * | ||||||
Matthew P. Sharpe (15) | 168,733 | * | ||||||
William J. Caldwell (16) | 72,263 | * | ||||||
Bret L. Benham (17) | 3,283 | * | ||||||
All Directors and Executive Officers as a group (17 persons) (18) | 1,059,067 | 2.5 | % | |||||
* Less than 1%
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| 2020 Annual Meeting of Shareholders Notice & Proxy Statement | ||||
| Common Stock Ownership | Beneficial Ownership Amount | Percent of Class | |
| 5% Beneficial Owners | |||
| BlackRock, Inc. (1) | 5,971,207 | 14.5 | % |
| The Vanguard Group, Inc. (2) | 4,453,188 | 10.8 | % |
| Dimensional Fund Advisors LP (3) | 3,340,945 | 8.1 | % |
| Franklin Mutual Advisers, LLC (4) | 2,900,852 | 7.0 | % |
| Directors, Board Nominees and Executive Officers | |||
| Mark S. Casady | 0 | 0.0 | % |
| Daniel A. Domenech (5) | 17,824 | * | |
| Stephen J. Hasenmiller | 26,851 | * | |
| Perry G. Hines (6) | 2,230 | * | |
| Mark Konen | 0 | 0.0 | % |
| Beverley J. McClure (7) | 16,761 | * | |
| H. Wade Reece (8) | 11,175 | * | |
| Robert Stricker (9) | 34,790 | * | |
| Steven O. Swyers (10) | 14,628 | * | |
| Marita Zuraitis (11) | 521,106 | 1.3 | % |
| Bret A. Conklin (12) | 93,740 | * | |
| Matthew P. Sharpe (13) | 174,066 | * | |
| William J. Caldwell (14) | 88,123 | * | |
| Wade A. Rugenstein | 0 | 0.0 | % |
| All Directors and Executive Officers as a group (17 persons)(15) | 1,086,842 | 2.6 | % |
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| 40 2020 Annual Meeting of | Horace Mann Educators Corporation | |
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Ownership Reporting Compliance
Ratification of Independent Registered Public Accounting Firm
KPMG LLP has been the Company’s independent registered public accounting firm for the past 30 years (since the Company’s 1989 leveraged buyout). After careful consideration of a number of factors, including length of time the firm has served in this role, the firm’s past performance, and an assessment of the firm’s qualifications and resources, the Audit Committee selected KPMG LLP to serve as the independent registered public accounting firm for the year ending December 31, 2019.2020. As a matter of good corporate governance, the Audit Committee submits its selection of the auditors to the Shareholders for ratification. If the selection of KPMG LLP is not ratified, the Audit Committee will review its future selection of an independent registered public accounting firm in light of the vote result, but may nonetheless appoint KPMG LLP if it determines doing so to be in the best interest of the Company and Shareholders. Even if the selection is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its Shareholders. A representative from KPMG LLP is expected to be present atwill attend the Annual Meeting. The representative will be given an opportunity to make a statement to Shareholders and is expected to be available to respond to appropriate questions from Shareholders.
regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with them their independence from the Company and its management taking into account the potential effect of anynon-audit services provided by the independent registered public accounting firm.
| Horace Mann Educators Corporation | 2020 Annual Meeting of Shareholders Notice & Proxy Statement 41 | |
2019.
2019.
| Fees ($) | 2019 | 2018 | ||
Audit Fees(1) | 4,897,400 | 3,405,200 | ||
Audit-Related Fees(2) | 132,500 | 110,400 | ||
Tax Fees(3) | 0 | 0 | ||
All Other(4) | 0 | 939,800 | ||
| Fees | 2018 | 2017 | ||||||
Audit (1) | $ | 3,405,200 | $ | 3,405,100 | ||||
Audit-Related (2) | $ | 110,400 | $ | 277,500 | ||||
Tax (3) | 0 | 0 | ||||||
All Other (4) | $ | 939,800 | 0 | |||||
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services in connection with the Company’s statutory and regulatory filings for the years ended December 31, 2019 and 2018.
| Horace Mann Educators Corporation | ||||
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and all amendments to those reports are available free of charge through the Company’s website, horacemann.com, as soon as reasonably practicable after such reports are electronically filed with, or furnished to, the SEC. The EDGAR filings of such reports are also available at the SEC’s website, sec.gov.
The submission of a shareholder proposal does not guarantee that it will be included in the Company’s Proxy Statement and Form of Proxy. In the event that a Shareholder intends to present any proposal at the 20202021 Annual Meeting of Shareholders other than in accordance with the procedures set forth inRule 14a-8, the Shareholder must give written notice to the Corporate Secretary no less than 45 days prior to the date of the Annual Meeting setting forth the business to be brought before
the meeting. Accordingly, proxies solicited by the Board for the 20202021 Annual Meeting will confer upon the proxy holders discretionary authority to vote on any matter so presented of which the Company does not have notice prior to April 5, 2020,11, 2021, which is 45 days prior to the anticipated Annual Meeting date of May 20, 2020.
| 2019 | 2018 | 2017 | ||||
| Net Income | 184.4 | 18.3 | 169.4 | |||
| Less: Net investment gains (losses) | 120.2 | (10.1 | ) | (1.7 | ) | |
| Other expense - goodwill impairment | (28.0 | ) | — | — | ||
| Re-measurement of DTL | — | — | 99.0 | |||
| Core earnings (loss) | 92.2 | 28.4 | 72.1 | |||
| 2019 | 2018 | 2017 | |||||||
Book value per common share | |||||||||
| Numerator: Common shareholders' equity | $ | 1,567.3 | $ | 1,290.6 | $ | 1,501.6 | |||
| Denominator: Common shares outstanding | 41.2 | 41.0 | 40.7 | ||||||
| Book value per common share | $ | 38.01 | $ | 31.50 | $ | 36.88 | |||
| Book value per common share, excluding net unrealized investment gains on fixed maturity securities | |||||||||
| Numerator: Common shareholders' equity | $ | 1,567.3 | $ | 1,290.6 | $ | 1,501.6 | |||
| Less: Net unrealized investment gains on fixed maturity securities | 230.4 | 96.9 | 300.1 | ||||||
| Adjusted common shareholders' equity | 1,336.9 | 1,193.7 | 1,201.5 | ||||||
| Denominator: Common shares outstanding | 41.2 | 41.0 | 40.7 | ||||||
| Book value per common share, excluding net unrealized investment gains on fixed maturity securities | $ | 32.42 | $ | 29.13 | $ | 29.51 | |||
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HA-C00385 (Mar. 19)
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, Form 10-K/Annual Report is/are available atwww.proxyvote.com
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| 2020 Annual Meeting of Shareholders | ||||||||||
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| Notice & Proxy Statement 44 | |||||||||
