Eric R. Johnson
CNO Financial GroupAbout Eric R. Johnson
Eric R. Johnson is Chief Investment Officer of CNO Financial Group and President & CEO of 40|86 Advisors (CNO’s registered investment advisor), roles he has held since September 2003; he joined CNO in 1997 and also leads corporate development since January 2018 . He is 64 years old as disclosed in CNO’s FY2024 Form 10-K officer roster . Company performance metrics used in executive pay show Operating EPS of $2.34 (2020), $2.72 (2021), $2.18 (2022), and $2.72 (2023), with total shareholder return (TSR) index values of 126, 138, 136, and 170 respectively, underscoring pay-versus-performance alignment trends used across NEOs including Johnson . In 2024, CNO achieved exceptional operating results, driving Annual Cash Incentive payouts of 143%–149% of target for NEOs, with Johnson at 145%, and 2024 P-share metrics at 134.6% (Operating ROE) and 137.4% (Operating EPS) before the three-year TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNO Financial Group | Chief Investment Officer | 2003–present | Leads investment portfolio strategy and execution across insurance general accounts; accountable for investment performance metrics in NEO incentive design . |
| 40 | 86 Advisors (CNO subsidiary) | President & CEO | 2003–present |
| CNO Financial Group | Executive in charge of Corporate Development | 2018–present | Supports strategic transactions and capital deployment; enabling ROE and EPS priorities reflected in LTI P-share metrics . |
| CNO Financial Group | Various Investment Management Positions | 1997–2003 | Built foundational investment capabilities leading to later CIO responsibilities. |
External Roles
No external public company directorships or outside board roles are disclosed for Johnson; skip per disclosure .
Fixed Compensation
2024 target compensation design for Johnson (CIO):
| Component | Amount | Notes |
|---|---|---|
| Base Salary ($) | $651,000 | 2.5% merit increase approved Feb 2024 . |
| Target Annual Cash Incentive ($) | $651,000 | 100% of base salary . |
| Target Total Annual Cash ($) | $1,302,000 | Salary + target bonus . |
| RSU Grant Date Fair Value ($) | $536,844 | Granted Feb 12, 2024 . |
| P-share Grant Date Fair Value ($) | $629,082 | Granted Feb 12, 2024 (two one-year metrics with 3-year cliff) . |
| Total LTI Value ($) | $1,165,926 | RSU + P-share fair values . |
| Target Total Direct Compensation ($) | $2,467,926 | Cash + LTI . |
Multi-year compensation (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $620,833 | $635,000 | $648,333 |
| Stock Awards ($) | $915,480 | $1,089,103 | $1,165,926 |
| Non-Equity Incentive ($) | $715,044 | $699,944 | $940,945 |
| All Other Compensation ($) | $63,379 | $72,761 | $15,800 |
| Total ($) | $2,314,736 | $2,496,808 | $2,771,004 |
Performance Compensation
Annual Cash Incentive/P4P Plan – 2024 metrics, weightings, targets, actuals, payout, vesting (Johnson-specific weighting):
| Metric | Weighting (Johnson) | 2024 Target | 2024 Actual | Payout % of Target | Vesting / Payout |
|---|---|---|---|---|---|
| Operating Earnings Before Interest, Taxes and Non-DAE ($MM) | 20% | $608.1 | $719.8 (as reported); $692.5 excl. significant items | 146% | Annual cash; Johnson total P4P payout = 145% of target ($940,945) . |
| Combined Total Life & Health Collected Premium ($MM) | 7% | $2,570.8 | $2,588.1 | 113% | Annual cash . |
| Annuity Collected Premium ($MM) | 7% | $1,649.5 | $1,790.6 | 186% | Annual cash . |
| Combined Total Fee Revenue ($MM) | 6% | $175.6 | $190.5 | 157% | Annual cash . |
| Investment – Effective Yield (GAAP Net Yield %) | Part of 40% composite | 4.88% | 4.94% | 111% | Annual cash . |
| Investment – Pre-tax C1/AUM (%) | Part of 40% composite | 1.60% | 1.27% | 200% | Annual cash . |
| Investment – Total Return vs Benchmark (bps) | Part of 40% composite | Plan > 0 | +345 bps | 200% | Annual cash . |
| Investment – Responsible Investment Score | Part of 40% composite | 6.55 | 6.78 | 129% | Annual cash . |
| Individual Qualitative Assessment | 20% | N/A | N/A | 110% (Johnson) | Annual cash . |
Long-Term Incentives (P-shares and RSUs) – 2024 grants and performance calibration:
| Item | Weighting | 2024 Target | 2024 Actual (Excl. significant items) | Potential Payout (before 3-yr TSR) | Vesting / Modifier |
|---|---|---|---|---|---|
| P-share metric: Operating ROE | 50% of P-shares | 9.7% | 11.4% | 134.6% | 3-year cliff; TSR modifier ±25% at ≤25th or ≥75th percentile; cap 200% . |
| P-share metric: Operating EPS ($) | 50% of P-shares | $3.20 | $3.80 | 137.4% | 3-year cliff; TSR modifier ±25%; cap 200% . |
2024 Johnson LTI awards (grant date Feb 12, 2024):
| Award Type | Grant Date | Shares | Grant Date Fair Value ($) |
|---|---|---|---|
| P-shares – Operating ROE | 2-12-2024 | 11,150 | $314,541 |
| P-shares – Operating EPS | 2-12-2024 | 11,150 | $314,541 |
| RSUs | 2-12-2024 | 19,600 | $536,844 |
P-shares settle after HRCC certifies one-year metrics and apply the relative TSR modifier at the end of the 3-year period; RSUs pay dividend equivalents upon vesting; P-shares pay dividend equivalents on vested shares .
Equity Ownership & Alignment
Beneficial ownership as of March 10, 2025:
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Eric R. Johnson | 779,081 | <1% (outstanding shares 100,286,237) |
Near-term equity and options detail:
- Options exercisable within 60 days: 156,790 shares; RSUs scheduled to vest within 60 days: 16,910 shares .
- Stock ownership guidelines: 3× base salary for executive officers; all NEOs met guidelines as of Dec 31, 2024 .
- Hedging/pledging: Prohibited for directors and executive officers; no shares may be pledged or held in margin accounts; no speculative or derivative transactions in CNO securities .
Outstanding equity awards at FY2024 year-end (Johnson):
| Award Date | Type | Unvested/Unearned Shares | Market Value ($) |
|---|---|---|---|
| 2-15-2022 | RSUs | 5,186 (vest Mar 25, 2025) | $192,971 (at $37.21) |
| 2-15-2022 | RSUs | 8,424 | $313,457 |
| 2-15-2022 | RSUs | 8,632 | $321,197 |
| 2-14-2023 | RSUs | 11,974 | $445,553 |
| 2-14-2023 | P-shares – ROE | 11,100 | $413,031 |
| 2-14-2023 | P-shares – EPS | 11,100 | $413,031 |
| 2-12-2024 | RSUs | 18,673 | $694,822 |
| 2-12-2024 | P-shares – ROE | 22,300 | $829,783 |
| 2-12-2024 | P-shares – EPS | 22,300 | $829,783 |
Option holdings (all exercisable):
| Grant Date | Shares Exercisable | Strike ($) | Expiration |
|---|---|---|---|
| 2-23-2016 | 71,400 | 17.38 | 2-23-2026 |
| 2-23-2017 | 30,970 | 21.06 | 2-23-2027 |
| 2-21-2018 | 20,620 | 23.33 | 2-21-2028 |
| 2-19-2019 | 33,800 | 17.48 | 2-19-2029 |
Insider selling/vesting activity (2024):
| Activity | Shares | Value ($) |
|---|---|---|
| Options exercised | 51,290 | $1,194,237 |
| RSUs and P-shares vested | 46,418 | $1,773,924 |
Employment Terms
Severance Plan and change-in-control economics (as of Dec 31, 2024):
| Scenario | Pro Rata Bonus ($) | Severance Payment ($) | Outplacement ($) | Financial/Tax Prep ($) | Welfare Benefit Subsidy ($) |
|---|---|---|---|---|---|
| Change-in-Control Termination (by Company for any reason or “With Reason,” within 6 months before or 2 years after) | 940,945 | 2,604,000 | 25,000 | 10,000 | 10,959 |
| Termination “With Reason” (non-CIC) | 940,945 | 1,953,000 | 25,000 | 10,000 | 10,959 |
| Termination by Company without “Just Cause” (non-CIC) | 940,945 | 1,953,000 | 25,000 | 10,000 | 10,959 |
Key terms and protections:
- Double-trigger change-in-control: Severance and accelerated vesting only upon qualifying termination within six months in anticipation of or within two years following a change in control . Post-termination treatment includes pro rata vesting of P-shares and full vesting of RSUs in CIC termination .
- Good Leaver Policy (effective May 4, 2023): HRCC may allow additional vesting for “good leavers” (retirement-like treatment) under discretion, subject to conditions .
- Clawbacks: Strong clawback rights for incentive compensation in case of accounting restatement or detrimental conduct; NYSE-required recovery policy applies; plan-level clawbacks also apply .
- Contracts: Limited use of employment agreements—none for executive officers other than CEO at parent; NEOs operate under Severance Plan and Executive Agreements . Johnson previously had an employment agreement at 40|86 Advisors with defined “Control Termination” provisions (Aug 10, 2017 amendment) .
- Restrictive covenants: Non-solicitation applies during employment and for one year post-termination for all NEOs; non-compete applies to CEO and Division Presidents, not disclosed for CIO .
Compensation Structure vs Performance Metrics
Highlights of 2024 design and benchmarking:
- Benchmarking target: HRCC targets ~50th percentile for total direct compensation at target performance; uses Comparator Peer Companies and survey data (WTW as independent consultant) .
- Comparator Peer Companies (2024 reference set): Includes Unum Group, Voya Financial, Prudential Financial, MetLife, etc.; AEL removed after acquisition .
- TSR Performance Peers: Used solely for three-year TSR modifier on P-shares; includes Aflac, MetLife, Globe Life, Lincoln National, Voya, and others; Corebridge added in 2024 .
- Pay-at-risk: Majority of NEO compensation is performance-based; capped awards; no repricing; no SERPs for current execs; no excise tax gross-ups .
Equity Ownership & Alignment (Compliance and Pledging)
- Stock ownership guidelines: 3× base salary for executive officers; all NEOs met guidelines as of Dec 31, 2024 .
- Hedging/pledging prohibited: No pledging or hedging of CNO securities; no margin accounts; no derivative speculation .
Employment Contracts, Severance & Change-of-Control Economics
- Severance multiples appear embedded in Severance Plan amounts (salary + bonus components reflected in lump sums); CIC severance higher than non-CIC; double-trigger mechanics apply .
- Awards treatment: Pro rata vesting for P-shares; RSUs pro rata or full depending on termination type (retirement/disability/CIC/without cause), with dividend equivalents on vesting .
Performance & Track Record
- Annual Cash Incentive payout for Johnson: 145% of target ($940,945) for 2024, reflecting strong corporate and investment metric performance .
- P-shares (2024–2026 cycle): Company delivered Operating ROE excl. significant items of 11.4% and Operating EPS excl. significant items of $3.80; potential metric payouts 134.6% and 137.4% before TSR modifier .
- Company pay-versus-performance: Operating EPS $2.34/$2.72/$2.18/$2.72 (2020–2023); TSR index 126/138/136/170 over same years .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: Over 93% support at 2024 Annual Meeting, indicating shareholder endorsement of compensation design .
Equity Award Vesting Schedules and Insider Selling Pressure
- Upcoming vesting: 2022 RSUs vest Mar 25, 2025 (5,186 shares) .
- Near-term 60-day window (from March 10, 2025): 16,910 RSUs scheduled to vest; 156,790 options exercisable .
- 2024 activities: Exercised 51,290 options; vested 46,418 RSUs/P-shares, indicating potential supply from exercises/settlements .
Investment Implications
- Alignment: Johnson’s incentive mix ties 60% of his annual metrics to corporate outcomes and investment performance (40%), directly linking CIO decisions to pay outcomes; 2024 payouts at 145% indicate strong investment returns versus benchmarks and disciplined risk metrics .
- Retention risk: Material severance protections and Good Leaver policy reduce voluntary departure risk; absence of pledging, strong clawbacks, and double-trigger CIC mitigate governance and incentive-related risks .
- Trading signals: 2025 near-term vesting and exercisable options could create episodic selling pressure around vesting dates; prior 2024 option exercises and equity settlements evidence liquidity events to monitor around award certification and vesting windows .
- Pay-for-performance durability: LTI P-shares anchored to Operating ROE and EPS with a three-year TSR modifier align to shareholder value creation; comparator peers and mid-market benchmarking constrain pay inflation risks; robust 2024 operating metrics point to above-target vesting prospects subject to TSR path through 2026 .