David B. Foss
CNO Financial GroupAbout David B. Foss
David B. Foss (age 63) is an independent director of CNO Financial Group, Inc., serving since 2019. He is Executive Board Chair and former CEO of Jack Henry & Associates, Inc., bringing deep technology, financial services, cybersecurity, and public-company leadership experience. At CNO, he chairs the Governance & Nominating Committee and is a member of the Human Resources & Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CNO Financial Group, Inc. | Independent Director; Chair, Governance & Nominating; Member, HRCC | Director since 2019 | Governance chair responsibilities include policy oversight, board refreshment, conflicts review, sustainability and public policy; HRCC responsibilities include CEO/NEO pay design and succession |
| Jack Henry & Associates, Inc. | Executive Board Chair | Jul 2024–present | Leads board; continued strategic oversight after CEO tenure |
| Jack Henry & Associates, Inc. | Board Chair | 2021–2024 | Led board during technology strategy and innovation focus |
| Jack Henry & Associates, Inc. | Chief Executive Officer | 2016–Jul 2024 | Led transformation and growth in fintech solutions |
| Jack Henry & Associates, Inc. | President | 2014–2022 | Operational leadership across product groups |
| Association for Financial Technology | President & Board Member | 2007–2012 | Industry leadership; technology standards |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jack Henry & Associates, Inc. (Nasdaq: JKHY) | Director; Executive Board Chair | 2017–present (Chair since 2021) | Public company board; prior CEO |
| Association for Financial Technology | Board Member/President | 2007–2012 | Industry association leadership |
Board Governance
- Independence: Board classifies Foss and all directors (other than the CEO) as independent; Foss is marked independent (★) in committee matrix .
- Committee assignments: Chair, Governance & Nominating; Member, HRCC .
- Governance & Nominating scope: governance policies, director recruitment, board/committee evaluations, conflicts of interest, sustainability oversight, public policy advocacy .
- HRCC scope: CEO/NEO compensation design, human capital oversight, succession planning; maintains independent consultant (WTW) .
- Attendance: In 2024 the board met 7 times; committees met 38 times; each director attended ~91% of aggregate meetings; executive sessions held routinely .
- Board leadership: Independent Board Chair (Daniel R. Maurer) with defined responsibilities; separate CEO/Chair roles .
- Shareholder engagement: Senior management invited shareholders representing >55% of shares; engaged with ~45%; directors involved on governance/comp topics; enhanced disclosures in response .
- Say‑on‑pay results: 2024 advisory vote approved with over 93% support .
Fixed Compensation (Director)
| Component | Amount | Detail | 2024 Paid |
|---|---|---|---|
| Board Service Retainer (cash) | $100,000 | Standard for non‑employee directors | Included in cash total |
| Governance Committee Chair Retainer (cash) | $20,000 | Chair retainer for Governance Committee | Included in cash total |
| HRCC Member Retainer (cash) | $10,000 | Committee membership fee | Included in cash total |
| Total Cash Fees (sum) | $130,000 | Cash fees paid in 2024 | $130,000 |
| Equity Retainer (RSUs) | ~$150,000 | Annual grant; values computed at grant | $150,027 |
Program features:
- Standard non‑employee director program: $250,000 annual retainer ($100,000 cash; ~$150,000 equity); committee chair/member retainers; no meeting fees; strong ownership requirements; no hedging/pledging .
- 2024 review increased Governance and Investment member retainers from $5,000 to $10,000; WTW provided market data; Board to review additional elements in 2025 .
Performance Compensation (Director)
| Equity Award Type | Grant Date | Shares | Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 9, 2024 | 5,322 | $150,027 | Immediate vesting; settlement into common stock (deferral election optional) |
Notes:
- Director equity awards are time‑based RSUs; no stock options or performance‑conditioned awards for directors; RSUs vest immediately upon grant .
- Clawback policy applies to executive officers; no director‑specific clawback rights disclosed .
Other Directorships & Interlocks
| Company | Relationship to CNO | Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Jack Henry & Associates, Inc. | Unrelated fintech provider | No related‑party transactions disclosed with Foss; not a CNO supplier/customer disclosed | None identified in related‑party section; only BlackRock-affiliated transactions approved |
Compensation consultant overlap:
- WTW served as HRCC’s independent executive compensation consultant; evaluated annually for independence; aggregate payments for non‑exec services were ~$36.3M in 2024 (<1% of WTW parent revenue), with $287,222 for executive comp consulting; HRCC concluded independence .
Expertise & Qualifications
- Technology, cybersecurity, information security, and innovation (Executive experience; skills matrix) .
- Financial services industry expertise (operating leadership in fintech and banking technology) .
- Governance and corporate affairs; board leadership; change management .
- Public company operating leadership (CEO/Chair roles; analyst relations; strategic planning) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 44,773 | As of Mar 10, 2025; individual listing in stock ownership table |
| Ownership as % of shares outstanding | ~0.045% | 44,773 ÷ 100,286,237 (total shares outstanding Mar 10, 2025) |
| Hedging/pledging | Prohibited | Directors cannot hedge, pledge, or engage in derivatives on CNO stock |
| Director ownership guidelines | 5× annual base cash compensation | 5 years to comply; directors ≥5 years have met; newer directors on track |
Governance Assessment
- Board effectiveness: Foss leads Governance & Nominating; active in board refreshment, evaluations, conflict approvals, and sustainability/policy oversight—positive governance signal for process rigor .
- Independence & engagement: Independent status; ~91% attendance in 2024; routine executive sessions—supports robust oversight .
- Compensation alignment (director): Balanced cash/equity mix with strong ownership guidelines and anti‑hedging/pledging; no meeting fees or retirement program—aligned with shareholder interests .
- Pay‑for‑performance (company): Strong say‑on‑pay support (>93%) and transparent HRCC disclosure; Foss sits on HRCC overseeing CEO/NEO incentives with clawbacks and double‑trigger CIC—supports investor confidence .
- Conflicts/related‑party: No Foss‑related transactions disclosed; Governance Committee’s process for approving related‑party transactions appears robust; only BlackRock agreements disclosed and approved on arm’s‑length terms—low conflict exposure .
- RED FLAGS: None evident (no low attendance, no director hedging/pledging, no Foss‑related transactions, no legal proceedings noted; Section 16(a) filings timely) .
Overall, Foss’s technology and financial services background, combined with governance leadership roles (Governance Chair; HRCC member), supports board oversight in cyber risk, policy, and pay design—without disclosed conflicts. High director attendance, strong ownership norms, and investor engagement further bolster governance quality .