Archie M. Brown
CNO Financial GroupAbout Archie M. Brown
Archie M. Brown is an independent director of CNO Financial Group and has served on the Board since 2023. He is President and Chief Executive Officer of First Financial Bancorp and First Financial Bank (since April 2018) and previously served as President & CEO of MainSource Financial (2008–2018) and its Board Chair (2011–2018). Age 64. Qualifications highlighted by CNO include extensive finance, executive management, and risk/regulatory experience as a public company CEO. The Board has determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MainSource Financial | President & CEO | 2008–2018 | Board Chair 2011–2018; broad banking leadership across operations, lending, development |
| Various banking roles | Management positions | Prior years (spanning ~41 years in banking) | Branch/regional management, operations, risk/regulatory engagement (Ohio Banking Commission executive committee member) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Financial Bancorp (Nasdaq: FFBC) | Director | 2018–present | Also CEO; public company directorship |
| First Financial Bank | Director | 2018–present | Bank subsidiary board |
| Federal Reserve Bank of Cleveland – Cincinnati Branch | Board Member | 2022–present | Regional Fed branch governance |
| Cincinnati Business Committee; Cincinnati USA Regional Chamber; Cincinnati Center City Development Corp (3CDC) | Board/Exec Committee member | Current | Community/economic roles |
| 2025 ArtsWave Campaign Cabinet; Ohio Capital Budget Task Force; Commercial Club of Cincinnati | Member | Current | Community/advocacy roles |
Board Governance
- Committee assignments: Member, Governance & Nominating Committee; Member, Human Resources & Compensation Committee (HRCC). No chair roles.
- Independence: Board deems all directors other than the CEO to be independent; Brown is identified as independent.
- Attendance and engagement:
- 2024 meeting cadence: Board (7), Audit & Enterprise Risk (14), Governance & Nominating (12), HRCC (7), Investment (4), Executive (1). Independent directors meet regularly in executive session; Board Chair presides. All directors attended the 2024 Annual Meeting. Each director attended approximately 91% of the aggregate Board and respective committee meetings.
- Board structure: Independent Board Chair (separate from CEO).
Fixed Compensation
Program design (non-employee directors)
| Component | Annual Compensation | Form |
|---|---|---|
| Board Service Retainer | $250,000 | $100,000 cash + equity grant valued ≈$150,000 |
| Committee Chair Retainers | $20,000–$45,000 | Cash (Audit $45k; HRCC $40k; Governance $20k; Investment $20k) |
| Committee Member Retainers | $10,000–$15,000 | Cash (Audit $15k; HRCC $10k; Investment $10k; Governance $10k; increases for Investment/Governance effective May 9, 2024) |
| Board Chair Retainer | $190,000 | $76,000 cash + equity valued ≈$114,000 |
Archie M. Brown – 2024 actual director compensation
| Year | Fees Paid in Cash | Stock Awards (RSUs, grant-date fair value) | Total |
|---|---|---|---|
| 2024 | $119,478 | $150,027 (5,322 RSUs granted May 9, 2024; RSUs vested immediately) | $269,505 |
Notes: In addition to the base director retainer, Brown received cash fees for committee membership: Governance Committee (prorated: $5,000 through May 9, 2024 and $10,000 from May 9, 2024) and HRCC ($10,000). Directors may defer fees/equity under the Board of Directors Deferred Compensation Plan. Hedging/pledging CNO stock is prohibited; director stock ownership guideline is 5x annual base cash compensation within five years (directors <5 years on the Board have met or are on track).
Performance Compensation
- Equity awards: 2024 grant of 5,322 RSUs (aggregate fair value $150,027) on May 9, 2024; RSUs vested immediately upon grant. Several directors elect to defer settlement into deferred stock units; Brown is not listed among directors with deferred units as of March 10, 2025. No performance metrics were tied to director equity; awards were time-based RSUs.
| Performance Metrics Tied to Director Pay | Details |
|---|---|
| None disclosed for non-employee directors; equity comprised of time-based RSUs that vested immediately |
Other Directorships & Interlocks
- Current public boards: First Financial Bancorp (FFBC) director (and CEO) since 2018.
- Compensation committee interlocks: CNO discloses no HRCC interlocks; none of the 2024 HRCC members (Henderson, Brown, Foss) were officers/associates of CNO; none of CNO’s executive officers served on a board/compensation committee with reciprocal service.
Expertise & Qualifications
- CNO biography emphasizes “extensive finance, executive management, and risk and regulatory experience” delivering financial services to consumers and businesses; public company CEO perspective. These credentials align with Governance and HRCC mandates and the Board’s desired skills mix for financial services, governance, and risk oversight.
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| March 10, 2025 | 12,385 | <1% | Based on 100,286,237 shares outstanding; director DSUs outstanding not listed for Brown (only Henderson, Maurer, Turner shown) |
Ownership alignment and restrictions:
- Stock ownership guideline: 5x annual base cash compensation within 5 years of initial election; directors under five years (such as Brown) have already met or are on track. Hedging/pledging/derivatives in CNO stock are prohibited.
Governance Assessment
- Board effectiveness: Brown’s active roles on Governance & Nominating and HRCC place him at the center of board refreshment, policy oversight, and pay/human capital oversight—key levers for governance quality and investor alignment. The Board maintains independent leadership and robust executive sessions.
- Independence & attendance: Independent status affirmed; attendance approximated at 91% of respective meetings (Board average “each director” level). All directors attended the 2024 annual meeting.
- Compensation mix & alignment: Director pay emphasizes equity (alignment with shareholders) with strong ownership guidelines, no meeting fees, no retirement program, and prohibitions on hedging/pledging. Brown’s 2024 mix was ~56% equity by grant-date value ($150,027 of $269,505).
- Say-on-pay signal: Shareholders approved executive compensation with over 93% support at the 2024 Annual Meeting, reflecting broad investor confidence in compensation oversight (HRCC membership includes Brown).
- Conflicts/related-party exposure: CNO reports no related-person transactions involving directors/officers in 2024–YTD 2025 other than arm’s-length arrangements with BlackRock affiliates (5%+ holder); no Brown-specific related-party transactions or interlocks disclosed.
- RED FLAGS: None disclosed for Brown. No pledging/hedging, no attendance deficiency disclosed beyond the Board-wide ~91%, no option repricing, no gross-ups, and no interlocks.
Overall: Brown brings seasoned public company CEO and financial services risk/regulatory expertise to CNO’s governance and compensation oversight. His compensation and ownership align with best practices, and disclosures reveal no conflicts or red flags that would undermine investor confidence.