Chetlur S. Ragavan
CNO Financial GroupAbout Chetlur S. Ragavan
Independent director of CNO since 2021; age 70. Former Executive Vice President and Chief Risk Officer at Voya Financial and prior senior roles at BlackRock and Merrill Lynch. Credentials include CFA (since 1987), CERT Cybersecurity Oversight (Carnegie Mellon), Wharton AI for Decision Making certificate, and GARP Sustainability and Climate Risk certificate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Voya Financial, Inc. | Executive Vice President & Chief Risk Officer; member of Executive Committee; Chair of Enterprise Risk Committee | 2014–2019 | Led enterprise risk; executive leadership |
| Voya Investment Management | Managing Director & Chief Risk Officer | 2008–2013 | Oversaw investment risk |
| Risk Response LLC | Founder; risk advisory consulting | 2019–2022 | Advised global financial institutions |
| BlackRock, Inc. | Managing Director & Co-Head, Portfolio Analytics Group | 2006–2008 | Portfolio analytics leadership |
| Merrill Lynch Investment Managers | Managing Director & Global Head of Fixed-Income Research | 2000–2006 | Led FI research |
| Merrill Lynch Asset Management | Managing Director & Head of Risk Management | 1992–2000 | Enterprise risk leadership |
| Merrill Lynch | Senior technology, investment, risk management positions | 1980–2006 | Various senior roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Federal National Mortgage Association (Fannie Mae) (OTCQB: FNMA) | Director | 2023–2025 | Board service |
| Council for Economic Education (CEE) | Board Member | Current | Non-profit governance |
Board Governance
- Committee assignments: Chair, Audit & Enterprise Risk Committee; Member, Investment Committee; Independent director since 2021 .
- Audit committee financial expert designation (SEC definition); also holds CERT Cybersecurity Oversight certification; all Audit members meet NYSE financial literacy qualifications .
- Audit & Enterprise Risk responsibilities include oversight of financial reporting, internal controls, independent auditor, compliance, enterprise risk, information security/cybersecurity; the committee is briefed regularly on AI systems governance and technology risks .
- Board independence: all directors except CEO are independent; independent Board Chair structure .
- Attendance and engagement: in 2024 the Board met 7 times; committees met 38 times aggregate (Audit 14; Governance 12; HRCC 7; Investment 4; Executive 1). Each director attended ~91% of aggregate meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| 2024 Cash Fees | $154,478 | Includes $45,000 Audit Chair retainer and Investment Committee member retainer ($5,000 prorated through May 9, 2024; $10,000 prorated from May 9, 2024) |
| 2024 Stock Awards (RSUs) | $150,027 | 5,322 RSUs granted May 9, 2024; RSUs vested immediately |
| 2024 Total | $304,505 | Sum of cash and equity |
| Program Structure (Board Service Retainer) | $250,000 | $100,000 cash + ~$150,000 equity annually for non-employee directors |
| Committee Chair Retainers | $45,000 (Audit) | Cash; HRCC $40,000; Governance $20,000; Investment $20,000 |
| Committee Member Retainers | $10,000–$15,000 | Audit $15,000; HRCC $10,000; Investment $10,000; Governance $10,000 (increases effective May 9, 2024) |
Key features: emphasis on equity, 5x cash retainer stock ownership guideline with 5-year compliance window; no hedging/pledging; no meeting fees; no director retirement program .
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSUs | May 9, 2024 | 5,322 | $150,027 | Immediate upon grant | None (director equity is time-based) |
Directors receive time-based RSUs; no performance-based equity, options, or cash bonuses are disclosed for directors .
Other Directorships & Interlocks
| Company | Relationship to CNO | Note |
|---|---|---|
| BlackRock, Inc. | >5% shareholder; arms-length investment management and fund commitments approved by Governance Committee | 2024 fees ~$100,000; aggregate up to $500MM IM agreements and up to $200MM fund commitments; Ragavan’s past employment at BlackRock (ended 2008) noted; RPT policy requires independent review . |
| Fannie Mae (FNMA) | External public board service (2023–2025) | No CNO-related transactions disclosed . |
No other related person transactions involving Ragavan are disclosed; Governance Committee oversees conflicts and independence assessments, including outside affiliations and overboarding considerations .
Expertise & Qualifications
- Deep risk management, investment research, portfolio analytics, and data analytics expertise across insurance and asset management; public company operating leadership exposure and governance experience .
- Audit committee financial expert; cyber and AI governance credentials; CFA charterholder since 1987 .
- Board skills matrix highlights Governance, Legal/Risk Management, Finance/Accounting, Investments, Financial Services Industry expertise .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Chetlur S. Ragavan | 25,373 | <1% | Based on 100,286,237 shares outstanding as of March 10, 2025 . |
| Director Ownership Policy | 5x cash base | — | Directors have 5 years from initial election to meet stock ownership guideline; those under 5 years either have met or are on track; hedging/pledging prohibited . |
No deferred stock units are disclosed for Ragavan (directors with DSUs listed: Henderson, Maurer, Turner) .
Governance Assessment
- Strong audit oversight: Ragavan chairs an all-independent Audit & Enterprise Risk Committee with broad remit over financial reporting, internal controls, enterprise risk, cybersecurity, and the independent auditor; he is designated an audit committee financial expert, enhancing credibility of financial oversight .
- Independence and engagement: Independent director since 2021; Board maintains independent chair structure and reported ~91% director attendance with 45 Board/committee meetings in 2024, indicating high engagement; Audit met 14 times, reflecting substantive workload .
- Ownership alignment: Receives meaningful annual equity ($150k RSUs) and is subject to a 5x cash retainer stock ownership guideline with a 5-year compliance window; hedging/pledging prohibited, supporting alignment .
- Compensation mix and transparency: 2024 director pay $304,505 (cash $154,478; equity $150,027), consistent with program design; committee member retainers increased in May 2024 for Governance and Investment, aligning pay with responsibilities; no meeting fees or retirement benefits for directors .
- Potential conflict signals: Company disclosed arms-length related party transactions with BlackRock affiliates (a >5% shareholder) reviewed by the Governance Committee; Ragavan’s historical employment at BlackRock (ended 2008) is distant, and no director-specific RPTs are disclosed—mitigating immediate conflict concerns .
- Investor confidence context: 2024 say-on-pay approval exceeded 93%, and the Board undertook shareholder outreach engaging holders representing ~45% of outstanding shares, suggesting constructive governance dialogue and support .
RED FLAGS: None disclosed specific to Ragavan (no related-party transactions, pledging/hedging prohibited). Monitor continuing BlackRock-related engagements due to large shareholder status and historical ties, though current oversight and arms-length terms are in place .