Mary R. (Nina) Henderson
CNO Financial GroupAbout Mary R. (Nina) Henderson
Independent director since 2012 and current Chair of CNO’s Human Resources & Compensation Committee (HRCC); age 74. Former Corporate Vice President of Bestfoods and President of Bestfoods Grocery with a 30-year career at Bestfoods/CPC International, and previously Managing Partner of Henderson Advisory. She serves widely in civic governance, including Vice Chair of Drexel University’s Board of Trustees and director roles at VNS Health, St. Christopher’s Children’s Hospital, and the Foreign Policy Association. Independence affirmed by the Board (all directors other than the CEO determined independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bestfoods/CPC International | Corporate Vice President; President, Bestfoods Grocery | 30-year career (aggregate) | Senior general management; executive marketing leadership |
| Henderson Advisory | Managing Partner | Not disclosed | Marketing perspective and business evaluation to investment managers |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| International Workplace Group plc | Director | 2014–present | Public company board experience |
| Hikma Pharmaceuticals plc | Director | 2016–present | Public company board experience |
| Walter Energy, Inc. | Director | 2013–2016 | Prior public board |
| Del Monte Foods Company | Director | 2002–2011 | Prior public board |
| The Equitable Companies / AXA Financial | Director | 1996–2000 (Equitable); 2001–2011 (AXA) | Prior public boards |
| Pactiv Corporation | Director | 2000–2010 | Prior public board |
| Royal Dutch Shell plc / The Shell Transport and Trading Co. | Director | 2001–2009 | Prior public board |
| Hunt Corporation | Director | 1991–2002 | Prior public board |
| Drexel University | Vice Chair, Board of Trustees | Current | Non-profit governance |
| VNS Health / VNS Health Choice | Director | Current | Non-profit healthcare governance |
| St. Christopher’s Children’s Hospital | Director | Current | Non-profit governance |
| Foreign Policy Association | Director | Current | Non-profit governance |
| Philadelphia Orchestra & Ensemble Arts | Board of Trustees | Current | Cultural institution governance |
| Smithsonian National Portrait Gallery | Commissioner | Current | Cultural institution governance |
| Kent Land Trust Foundation | President | Current | Conservation non-profit leadership |
Board Governance
- Committee assignments: Chair, Human Resources & Compensation Committee; Member, Investment Committee.
- Independence: Classified independent; Board determined all directors except the CEO are independent.
- Attendance and engagement: Board met 7 times, committees met 38 times in 2024; average director attendance ~91%; all directors attended the 2024 annual meeting.
- HRCC practices: Uses independent consultant Willis Towers Watson (WTW); strong clawbacks; double-trigger change-in-control; ongoing succession planning; pay-at-risk emphasis for executives; say-on-pay approval >93% in 2024.
- Governance processes: Annual board/committee evaluations; refreshment focus; clear oversight of risk, strategy, cybersecurity.
- Related-party transactions: Only arms-length transactions approved with BlackRock (investment manager); no other related person transactions disclosed.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Paid in Cash | $149,478 | Includes $40,000 HRCC Chair fee and Investment Committee member fees prorated $5,000→$10,000 effective May 9, 2024. |
| Stock Awards (RSUs) | $150,027 | RSU grant May 9, 2024: 5,322 RSUs, vested immediately upon grant. |
| Total | $299,505 | Sum of cash fees and stock awards for 2024. |
Program design features relevant to directors:
- Annual Board retainer: $250,000 ($100,000 cash + ~$150,000 equity).
- Committee chair retainers: Audit $45,000; HRCC $40,000; Governance $20,000; Investment $20,000; member retainers generally $10,000–$15,000, with Governance and Investment increased to $10,000 effective May 9, 2024.
- No meeting fees, no retirement program; robust stock ownership guideline (≥5x annual base cash compensation within 5 years).
Performance Compensation
- Non-employee director equity is time-based RSUs (immediate vesting on grant in 2024); no performance metrics or options for directors disclosed.
Other Directorships & Interlocks
- Current public boards: International Workplace Group plc and Hikma Pharmaceuticals plc (plus prior extensive public board service).
- Potential interlocks/conflicts: Proxy discloses no related party transactions involving Henderson; approved BlackRock-affiliate transactions are unrelated to her roles.
- HRCC interlocks disclosure: Henderson served on HRCC; no insider participation or interlocking compensation committee relationships disclosed.
Expertise & Qualifications
- Extensive general management, corporate affairs, human capital management, governance, risk management, consumer marketing and sales experience; Board relies on her governance and corporate affairs expertise.
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficially owned CNO shares | 17,083 | As of March 10, 2025; less than 1% of shares outstanding. |
| Deferred stock units (DSUs) | 58,299 | Total DSUs as of March 10, 2025; deferred 5,322 units from 2024 RSU grant. |
| Ownership guideline compliance | Met | Directors with ≥5-year tenure met the 5x cash retainer guideline. |
| Hedging/pledging | Prohibited | Directors may not hedge, pledge, or engage in derivatives on CNO stock. |
Governance Assessment
- Strengths: Long-tenured independent director leading HRCC; transparent director compensation with significant equity component and stringent ownership requirements; strong executive compensation governance (independent consultant, clawbacks, double-trigger CIC, say-on-pay >93%); robust board evaluation and risk oversight; no related-party concerns disclosed.
- Watchpoints: Breadth of outside commitments across public and non-profit boards warrants routine overboarding/time-commitment monitoring (the Governance Committee explicitly considers this factor). Immediate vesting of director RSUs reduces performance linkage for directors, though aligned with market practice.
Committee workload context (meeting cadence useful for attendance benchmarking):
- HRCC held 7 meetings; Investment Committee held 4 meetings; Board held 7 meetings in 2024.
Compensation peer group (used by HRCC for executive benchmarking; signals committee rigor):
- Peer group includes Assurant, Brighthouse Financial, Cincinnati Financial, Globe Life, Hanover Insurance, Horace Mann, Kemper, Lincoln National, Primerica, Reinsurance Group of America, Unum, Voya; target compensation aligned to ~50th percentile at target performance.