Gary C. Bhojwani
CNO Financial GroupAbout Gary C. Bhojwani
Chief Executive Officer of CNO Financial Group since January 1, 2018; director since 2017; age 57. Prior roles include President of CNO (2016–2017) and senior leadership positions at Allianz (Board of Management; Chairman of Allianz of America; CEO Allianz Life North America). Under his leadership, CNO delivered strong 2024 results: Net income $404.0M; Net operating income $429.3M; Operating ROE 11.9% (11.4% ex significant items); $349.3M returned to shareholders via buybacks/dividends; Book value/diluted share ex-AOCI rose to $37.19. Five‑year cumulative TSR (12/31/2019–12/31/2024) outperformed relevant indices (CNO $231 vs S&P Life & Health $172; S&P MidCap 400 $164) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| CNO Financial Group | CEO | 2018–present | Oversaw multi-year growth; operating ROE expansion; strengthened capital return and distribution platform . |
| CNO Financial Group | President | 2016–2017 | Oversaw Bankers Life, Colonial Penn, Washington National; marketing/underwriting/new business . |
| Allianz SE / Allianz of America | Board of Management; Chairman (Allianz of America, Allianz Life, Fireman’s Fund) | 2012–2015 | Led U.S. insurance businesses at scale . |
| Allianz Life Insurance Co. of North America | CEO | 2007–2012 | Led one of the largest U.S. life/annuity providers . |
| Fireman’s Fund Insurance Company | President, Commercial Business | 2004–2007 | Managed U.S. P&C commercial lines . |
| Lincoln General Insurance Company | CEO | 2002–2004 | Turnaround/operations leadership . |
| Avalon Risk Management | Founder & CEO | 1998–2002 | Entrepreneurial leadership in risk/insurance services . |
| Trade Insurance Services | President | 1995–1997 | Commercial insurance leadership . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Hormel Foods Corporation (NYSE: HRL) | Director | 2014–present . |
| American Council of Life Insurers (ACLI) | Director | 2008–2014; 2022–present . |
| Allina Health | Director | 2016–2022 . |
| Allianz SE | Board of Management | 2012–2015 . |
Fixed Compensation
- Target design: HRCC aims at ~50th percentile market for base salary and target incentive; CEO target TDC ~$9.6M; 89% “pay-at-risk”. CEO ownership guideline 5x salary; he is “over 40x” base salary as of record date .
| CEO Summary Compensation (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,030,000 | $1,059,167 | $1,065,000 |
| Stock Awards (grant-date fair value) | $5,514,571 | $6,550,350 | $6,820,134 |
| Non-Equity Incentive (Annual Cash) | $1,854,852 | $1,770,339 | $2,469,829 |
| All Other Compensation | $352,323 | $408,311 | $48,625 |
| Total | $8,751,746 | $9,788,167 | $10,403,588 |
| 2024 CEO Target Compensation Mix | Amount | % of TDC |
|---|---|---|
| Base Salary | $1,065,000 | 11% |
| Target Annual Cash Incentive (160% of salary) | $1,704,000 | 18% |
| P-Share Value (performance shares) | $3,675,762 | 38% |
| RSU Value | $3,144,372 | 33% |
| Total LTI | $6,820,134 | 71% |
| Target Total Direct Compensation | $9,589,134 | 100% |
Performance Compensation
- Annual Cash Incentive/P4P (2024 design): 80% quantitative (financial/investment) + 20% qualitative; CEO target 160% of salary; cap 200%; metrics and weightings below .
| 2024 Annual Cash Incentive Metrics (CEO) | Weight | 2024 Target | 2024 Actual | Payout as % of Target |
|---|---|---|---|---|
| Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses | 30% | $608.1MM | $692.5MM (ex sig. items) | 146% |
| Combined Total Life & Health Collected Premium | 10% | $2,570.8MM | $2,588.1MM | 113% |
| Annuity Collected Premium | 10% | $1,649.5MM | $1,790.6MM | 186% |
| Combined Total Fee Revenue | 10% | $175.6MM | $190.5MM | 157% |
| Investment Sub-metrics (total 20%): Effective Yield | 8% | 4.88% | 4.94% | 111% |
| Investment: Pre-tax C1/AUM | 7% | 1.60% | 1.27% | 200% |
| Investment: Total Return vs Benchmark | 3% | >0 bps | +345 bps | 200% |
| Investment: Responsible Investment (MSCI avg) | 2% | 6.55 | 6.78 | 129% |
| Individual Qualitative Assessment | 20% | Goals defined (leadership, engagement) | Achieved 110–120% across NEOs | 120% for CEO |
| Aggregate Result & Payout (CEO) | — | — | — | 145% ($2,469,829) |
- Long-Term Incentive (2024 awards): 55% P-shares (two tranches: Operating ROE and Operating EPS), 45% RSUs. P-shares: 1-year financial goals with 3-year relative TSR modifier (+/–25% at 75th/25th percentile; cap 200%); 3-year cliff vest. RSUs vest ratably over 3 years .
| 2024 LTI Grants (CEO) | Quantity | Grant-Date Fair Value |
|---|---|---|
| P-shares (Operating ROE) | 65,150 | $1,837,881 |
| P-shares (Operating EPS) | 65,150 | $1,837,881 |
| RSUs | 114,800 | $3,144,372 |
| Total | — | $6,820,134 |
- Recent P-share outcomes: 2022–2024 cycle vested at 85.1% (Operating ROE) and 87.2% (Operating EPS) after TSR modifier; CEO vested 50,123 and 51,360 shares, respectively .
Equity Ownership & Alignment
- Beneficial ownership (as of March 10, 2025): 1,178,602 shares (1.18% of outstanding). Includes options exercisable within 60 days (309,000) and 108,893 RSUs scheduled to vest within 60 days. 700,587 shares held in a revocable trust .
- Ownership guidelines: CEO 5x salary; all NEOs met; Gary >40x salary holdings as of record date .
- Hedging/Pledging: Prohibited for directors and executive officers (no hedging, pledging, margin) .
| Equity Position Detail (as of 12/31/2024 unless noted) | Amount |
|---|---|
| Options exercisable (expiries 2027–2029; strikes $17.48–$23.33) | 309,000 |
| RSUs unvested (2024 grant vests in 3 equal installments starting 3/25/2025) | 114,800 |
| Unvested P-shares (2023 grant, two tranches) | 66,700 + 66,700 |
| Unvested P-shares (2024 grant, two tranches) | 130,300 + 130,300 |
| RSUs scheduled to vest within 60 days of 3/10/2025 | 108,893 |
| Shares in revocable trust | 700,587 |
| Prohibition on hedging/pledging | Yes |
- Deferred compensation: 2024 aggregate balance $2,886,265; 2024 earnings $302,502 .
Note on insider transactions: We were unable to retrieve Form 4 transaction history via available tools in this environment. We reviewed proxy and related filings for equity vesting and option activity. If you want, we can pull Form 4 data separately and analyze selling/buying patterns.
Employment Terms
- Contract: Amended CEO Employment Agreement through April 1, 2028 with auto 1‑year renewals; one‑year post‑employment non‑compete and non‑solicit .
- Annual bonus target: 160% of base salary; threshold 50%, max 200% .
- Severance (no‑CIC): pro‑rata bonus; lump sum 2x (base + target bonus); up to 12 months benefits subsidy; outplacement (12 months); $10,000 financial/tax prep .
- Change‑in‑control (double‑trigger within 6 months before or 2 years after): pro‑rata bonus; lump sum 3x (base + target bonus); up to 24 months benefits subsidy; equity acceleration per plan .
| Potential Payments (as of 12/31/2024) | Amount (USD) |
|---|---|
| Voluntary resignation (not Good Leaver) | $0 (equity forfeited) |
| “Good Leaver”/Retirement scenario | $17,723,285 |
| Disability | $19,427,285 |
| Death | $19,827,285 |
| Resignation “With Reason” (no‑CIC) | $25,784,863 |
| Termination without Just Cause (no‑CIC) | $20,573,986 |
| Termination/Resignation With Reason within 6 months before or 2 years after CIC | $28,572,612 |
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Equity treatment: RSUs vest pro rata on next vesting date (certain terminations); P-shares pro rata eligible subject to performance; full vest for RSUs and pro rata P‑shares on double‑trigger CIC; Good Leaver Policy (adopted 5/4/2023) allows retirement-like treatment at HRCC discretion .
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Clawbacks: Updated 10/2/2023—mandatory recoupment for accounting restatement; discretionary for detrimental conduct causing material harm; plan-level recapture rights also apply .
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No excise tax gross‑ups; option repricing prohibited without shareholder approval (except permissible corporate events) .
Performance & Track Record
- Operating performance (2024 vs 2023): Net income $404.0M vs $276.5M; Net operating income $429.3M vs $356.1M; Operating ROE 11.9% (11.4% ex significant items) vs 9.8% (8.6% ex significant items) .
- Growth scorecard highlights: Total NAP up 7%; Record Annuity collected premium up 13%; Client assets in brokerage/advisory up 28%; producing agent count +8% .
- Capital return: $281.6M buybacks (diluted share count reduced ~7% YOY), $67.7M dividends; total $349.3M; remaining authorization $240.3M as of 12/31/2024; additional $500M authorized in Feb 2025 .
- Capital strength: RBC 383%; Holding company liquidity $372.5M; Book value/diluted share ex‑AOCI $37.19 .
- Five‑year shareholder return (12/31/2019 base $100):
| Index | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|---|
| CNO Financial Group | $100 | $125.99 | $137.98 | $135.77 | $169.88 | $231.28 |
| S&P Life & Health Insurance | $100 | $90.52 | $123.73 | $136.53 | $142.87 | $171.87 |
| S&P MidCap 400 | $100 | $113.66 | $141.80 | $123.28 | $143.54 | $163.54 |
- Pay vs Performance (CEO “Compensation Actually Paid” vs metrics):
| Year | PEO CAP (USD) | Avg NEO CAP (USD) | TSR ($100 basis) | Peer TSR | Net Income (USD MM) | Operating EPS |
|---|---|---|---|---|---|---|
| 2020 | $14,813,666 | $3,037,794 | $126 | $91 | $302 | $2.34 |
| 2021 | $13,907,530 | $3,032,833 | $138 | $124 | $570 | $3.13 |
| 2022 | $7,363,718 | $2,551,345 | $136 | $137 | $631 | $2.91 |
| 2023 | $11,114,047 | $2,949,004 | $170 | $143 | $277 | $2.72 |
| 2024 | $18,278,230 | $4,550,140 | $231 | $172 | $404 | $3.80 |
Board Governance
- Director since 2017; member of Executive Committee and Investment Committee. Not independent (as CEO); Board Chair is independent (Daniel R. Maurer). The Chair/CEO roles are separated; independent committees and executive sessions are standard practice .
- 2024 meetings: Board (7); committees (38 aggregate). Directors attended ~91% of meetings; all attended 2024 annual meeting .
- Director compensation: CNO does not pay additional compensation to the CEO for board service .
Director Compensation
- Non-employee director program (for reference): $250,000 total annual retainer (split between cash $100,000 and RSUs ~$150,000); committee chair/member retainers as applicable. Directors must hold 5x annual cash retainer within 5 years. No hedging, pledging, meeting fees, or director retirement program .
Compensation Peer Group (Benchmarking)
- HRCC targets median (50th percentile) for TDC at target; uses Comparator Peer Companies for benchmarking. 2024 review removed American Equity Investment Life Holding Co. after its acquisition; peers include Unum, Voya, Lincoln National, Globe Life, Principal, Prudential, MetLife, Primerica, Brighthouse, Assurant, American Financial Group, Cincinnati Financial, Hanover, Reinsurance Group of America, Horace Mann, Kemper, Corebridge (TSR peer addition for 2024–2026 cycle) .
- Independent consultant: Willis Towers Watson (WTW) serves the HRCC; also provided non-executive services to management in 2024 ($36.32M commissions/fees), while executive comp consulting fees were $287,222 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: >93% approval. Robust shareholder outreach on strategy, governance, compensation, and CSR .
Related Party Transactions
- Governance Committee approved arms-length arrangements with BlackRock affiliates: investment management up to $500M; commitments up to $200M in BlackRock-managed funds; ~$100,000 fees paid in 2024. No other related person transactions in 2024/2025 to date .
Compensation Structure Analysis (Signals)
- Strong pay-for-performance linkage: CEO target TDC ~$9.6M with 89% at risk; 2024 annual bonus funded at 145% on strong metric performance; LTI emphasizes financial outcomes with relative TSR alignment and 3‑year vest .
- Mix shift and risk: Ongoing balance of performance shares (55%) and RSUs (45%) preserves both performance alignment and retention; no option repricing; clawbacks strengthened in 2023 .
- Consultant conflict vigilance: While HRCC’s adviser is independent, WTW’s substantial non-executive fees (>$36M) may merit periodic review for perceived conflicts .
Investment Implications
- Alignment/retention: Ownership far exceeds guideline (over 40x salary), no pledging/hedging, and multi-year LTI tied to operating ROE/EPS plus TSR support long-term alignment and lower governance risk .
- Potential supply/vesting: Near-term RSU vesting (108,893 shares within 60 days of 3/10/2025) and ongoing RSU schedules may create periodic withholding-related flow, but there were no 2024 option exercises by the CEO (stock vested: 269,473 shares) .
- Change-in-control economics: 3x base+target bonus (double-trigger) and equity acceleration are market-standard; not excessive; no excise tax gross-ups .
- Execution record: Multi-year TSR outperformance and improved operating ROE underpin the pay outcomes; continued focus on capital returns and OR OE expansion (guidance and strategy) is supportive for sentiment .
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