Adrianne B. Lee
CNO Financial GroupAbout Adrianne B. Lee
Adrianne B. Lee, age 47, has served on CNO’s Board since 2023. She is President and Chief Financial Officer of Beyond, Inc. (Bed Bath & Beyond brand), with prior roles spanning Hertz, Best Buy, PepsiCo, Allianz Life, and PwC, bringing deep finance, accounting, internal audit, and operating leadership expertise. She is independent and serves on the Audit & Enterprise Risk and Governance & Nominating Committees; the Board has determined she qualifies as an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Beyond, Inc. | President and CFO; CFO since 2020; CAO 2024; President 2025 | 2020–present (CFO); 2024 (CAO); 2025 (President) | Oversees operations, finance, HR, technology, legal, IT security, communications |
| Hertz Corporation | SVP & CFO, North American Rental Car; VP Global FP&A and Corp Dev | 2018–2020 (SVP & CFO NA) | Finance leadership, FP&A, corporate development |
| Best Buy; PepsiCo; Allianz Life; PwC | Various finance, strategic planning, accounting, reporting, IR, audit | Not disclosed | Broad finance and audit foundation |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Beyond, Inc. | President & CFO | Not disclosed in CNO proxy | Public e-commerce operator (Bed Bath & Beyond brand) |
Board Governance
- Committee memberships: Audit & Enterprise Risk (member); Governance & Nominating (member). Not a chair. The Board has determined Lee is an “audit committee financial expert.”
- Independence: The Board determined all current directors other than the CEO are independent; Lee is independent.
- Board leadership: Independent Board Chair (Daniel R. Maurer). Independent directors meet in regular executive sessions.
- Meetings and engagement: 2024 meetings—Board (7), Audit (14), Governance (12), HRCC (7), Investment (4), Executive (1); each director attended approximately 91% of aggregate Board/committee meetings; all directors attended the 2024 Annual Meeting.
- Skills matrix highlights relevant to Lee: finance/accounting and public company operating leadership (and capital markets).
Fixed Compensation
Director compensation program (as of May 2024 review): Board Service Retainer $250,000 ($100,000 cash; ~$150,000 annual equity RSUs); Committee member retainers: Audit $15,000; Governance $10,000 (increased from $5,000 effective May 9, 2024); Chair retainers: Audit $45,000; Governance $20,000; HRCC $40,000; Investment $20,000. No meeting fees; robust equity ownership requirement (5× base cash compensation within 5 years); hedging/pledging prohibited.
2024 actual compensation for Adrianne B. Lee:
| Component | Amount |
|---|---|
| Fees Paid in Cash | $124,478 |
| Stock Awards (RSUs, grant-date fair value) | $150,027 |
| Total | $274,505 |
| RSU grant details | 5,322 RSUs on May 9, 2024 (vested immediately) |
Notes:
- Footnote detail: Cash includes $15,000 for Audit member service and Governance member fees ($5,000 prorated through May 9, 2024; $10,000 prorated from May 9, 2024).
Performance Compensation
| Item | Detail |
|---|---|
| Performance-based director pay components | None; RSU director awards vest immediately upon grant (no performance conditions) |
Other Directorships & Interlocks
- Other public company boards: No other public company directorships disclosed for Lee in the proxy biography.
- Compensation Committee interlocks: HRCC members were Henderson (Chair), Brown, and Foss; no interlocks or insider participation disclosed; none of the HRCC members were officers of CNO.
Expertise & Qualifications
- Financial and accounting expertise; public-company C-suite operating leadership; capital markets and corporate transformation experience (Beyond CFO/President; prior Hertz, Best Buy, PepsiCo, Allianz Life, PwC).
- Audit committee financial expert designation by the Board.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 12,385 |
| Ownership as % of outstanding | <1% (“*” per table; 100,286,237 shares outstanding) |
| Director RSU policy | Annual RSUs vest immediately; directors may elect deferral into deferred stock units (DSUs) under Board plan (Lee not listed among 2024 DSU electors in table) |
| Director stock ownership guideline | 5× annual base cash compensation within 5 years of initial election; directors <5 years have met or are on track per company disclosure |
Governance Assessment
- Positives:
- Independent director with finance/accounting depth; designated audit committee financial expert—supports audit quality and risk oversight.
- Active committee roles on Audit (14 meetings) and Governance (12), with strong overall attendance (~91%) and Annual Meeting participation—solid engagement signal.
- Pay structure emphasizes equity alignment (immediate-vesting RSUs; significant equity portion), ownership guideline (5× cash), and strict prohibitions on hedging/pledging—good alignment and investor-friendly policies.
- Company-level governance signals: independent Chair; regular executive sessions; robust shareholder engagement; strong say-on-pay support (93% in 2024).
- No related-party transactions involving directors in 2024–2025 beyond arms-length BlackRock-managed investment arrangements overseen by Governance Committee.
- Watch items:
- Time-commitment risk: concurrent President & CFO role at Beyond, Inc. alongside membership on two CNO committees implies high workload; 2024 attendance and committee activity mitigate concern but warrants ongoing monitoring.
- Director equity awards vest immediately and are not performance-based (common market practice but offers less performance linkage for directors).
Overall, Lee’s profile—finance leadership, audit expertise, and engaged committee participation—supports board effectiveness on financial reporting, cybersecurity risk oversight (via Audit), and governance refreshment. Absence of conflicts and adherence to alignment policies bolster investor confidence.