Matthew J. Zimpfer
CNO Financial GroupAbout Matthew J. Zimpfer
General Counsel of CNO Financial Group; a long-tenured member of the executive team with 25 years at CNO and 31 years in the insurance sector as of 2023; age 55 in 2023 materials . Company performance in 2024: total revenues $4.4B; net income $404.0M; operating EPS $3.80; five-year TSR significantly outperformed sector benchmarks . Compensation design ties a majority of pay to performance via annual P4P cash incentives and long‑term equity split between performance shares (Operating ROE/EPS with 3-year relative TSR modifier) and time‑vested RSUs, reinforcing pay-for-performance alignment .
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $620,000; merit increase of 2.0% approved Feb 2024 |
| Target Annual Cash Incentive | 100% of base salary ($622,000 target at year-end) |
| Actual Annual Cash Incentive Paid | $901,546 (145% of target) |
| All Other Compensation (2024) | $30,437 (Group life premiums $1,806; 401(k) contribution $13,800; tax reimbursement $880; perquisites $13,951) |
Multi-year summary of reported compensation:
| Year | Salary | Stock Awards (Grant-date FV) | Non-Equity Incentive (Cash) | All Other | Total |
|---|---|---|---|---|---|
| 2024 | $620,000 | $1,135,305 | $901,546 | $30,437 | $2,687,288 |
| 2023 | $610,000 | $1,089,103 | $645,948 | $86,440 | $2,431,491 |
Performance Compensation
Annual Cash Incentive (P4P) – 2024 structure and payouts
| Metric | Weighting | 2024 Plan Target / Range | Actual | Payout Result |
|---|---|---|---|---|
| Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses | 30% | Target $608.1M; Threshold $425.7M; Max $790.6M | Not disclosed | Incorporated in aggregated payout |
| Combined Total Life & Health Collected Premium | 10% | Target $2,570.8M; Range $2,442.3M–$2,699.3M | Not disclosed | — |
| Annuity Collected Premium | 10% | Target $1,649.5M; Range $1,484.6M–$1,814.5M | Not disclosed | — |
| Combined Total Fee Revenue | 10% | Target $175.6M; Range $149.3M–$201.9M | Not disclosed | — |
| Investment Performance (see sub-metrics) | 20% | Below | Not disclosed | — |
| Individual Qualitative Assessment | 20% | Voice Survey components; capped if OE below threshold | 120% of target | 120% |
| Total | 100% | — | — | 145% of target; paid $901,546 |
Investment sub-metrics and weights: Effective Yield (GAAP Net Yield %) 40%; Pre-tax C1/AUM 35%; Total Return vs Benchmark 15%; Responsible Investment 10% .
Long-Term Incentive (LTI) – 2024 grant and vesting
| Award Type | Grant (2/12/2024) | Performance/Time Condition | Vesting/Settlement |
|---|---|---|---|
| Performance Shares (Operating ROE) | 10,850 target shares; grant-date FV $306,078 | One-year Operating ROE; 3-year relative TSR modifier (+/−25% at 75th/25th percentile) | 3-year cliff; settles after HRCC certification post 2026 |
| Performance Shares (Operating EPS) | 10,850 target shares; grant-date FV $306,078 | One-year Operating EPS; 3-year relative TSR modifier | 3-year cliff |
| RSUs | 19,100 units; grant-date FV $523,149 | Time-based | Vests ratably over 3 years; dividend equivalents on vesting |
2022–2024 P-share settlements occurred on Feb 11, 2025 with payout based on 2022 ROE/EPS and relative TSR; Zimpfer’s 2022 P-shares settled as disclosed in outstanding awards notes .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/10/2025) | 341,306 shares; includes options exercisable within 60 days (88,340) and RSUs scheduled to vest within 60 days (18,011); <1% of shares outstanding |
| Outstanding Options | 81,600 @ $17.38 exp. 02/23/2026; 30,970 @ $21.06 exp. 02/23/2027; 23,570 @ $23.33 exp. 02/21/2028; 33,800 @ $17.48 exp. 02/19/2029 |
| Unvested RSUs | 5,346 (2/15/2022 grant; vest 03/25/2025); 12,342 (2/14/2023 grant); 19,100 (2/12/2024 grant) |
| P-share awards outstanding | 11,100 (2023 EPS) and 11,100 (2023 ROE) target; 21,700 (2024 EPS) and 21,700 (2024 ROE) target; values shown at $37.21 closing price on 12/31/2024 |
| Ownership Guidelines | Executives required ≥3x salary; all NEOs met as of 12/31/2024 |
| Hedging/Pledging | Prohibited for directors and executive officers (including margin accounts and derivative transactions) |
Employment Terms
| Provision | Detail |
|---|---|
| Employment Agreements | Company uses limited employment contracts; CEO only. Executives (incl. NEOs) are parties to Confidential Information & Non‑Solicitation Agreements (effective 8/6/2019); non‑solicit applies during employment and 1 year post‑termination. Goldberg’s agreement includes a non‑compete; Zimpfer’s is non‑solicit |
| Clawbacks | Robust clawback policy for accounting restatements or detrimental conduct causing material harm; additional clawbacks in P4P and LTI plans |
| Severance Plan (Non‑CIC) | If resignation “With Reason” (good leaver assumption) or termination without “Just Cause” on 12/31/2024: Pro rata bonus $901,546; severance payment $1,866,000; outplacement $25,000; financial/tax prep $10,000; welfare benefit subsidy $22,016; equity treatment per good leaver/award terms (RSUs continue vesting; prorated P‑shares eligible to vest) |
| Change-in-Control (Double Trigger) | If termination or resignation “With Reason” within 6 months before or 2 years after a CIC on 12/31/2024: Pro rata bonus $901,546; severance payment $2,488,000; outplacement $25,000; financial/tax prep $10,000; welfare benefit subsidy $22,016; RSUs and prorated P‑shares accelerate |
| Tax Gross-ups | No excise tax gross-up provisions |
| Deferred Compensation | 2024 aggregate earnings $69,731; aggregate balance $927,601; prior contributions aggregated $577,697 |
| Perquisites | Limited; includes spouse travel, Mayo Clinic executive health, identity/privacy protection; 2024 perquisite total $13,951 |
Performance & Track Record
Key company performance metrics (2024):
- Revenues: $4.4B; Net income: $404.0M; Net operating income: $429.3M; Operating EPS: $3.80 .
- Business execution highlights: record sales across Consumer and Worksite; fee revenue growth; agent count increases; improved margins; disciplined capital return (2024 free cash flow $284.3M; $349.3M returned via repurchases and dividends) .
Five-year TSR (value of $100 invested):
| 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | |
|---|---|---|---|---|---|---|
| CNO Financial Group | $100.00 | $125.99 | $137.98 | $135.77 | $169.88 | $231.28 |
| S&P Life & Health Insurance Index | $100.00 | $90.52 | $123.73 | $136.53 | $142.87 | $171.87 |
| S&P MidCap 400 Index | $100.00 | $113.66 | $141.80 | $123.28 | $143.54 | $163.54 |
Say‑on‑Pay approval and governance signals:
- 2024 say‑on‑pay approval >93% (strong shareholder support) .
- TSR Performance Peers used for 3‑year modifier include major life insurers; Comparator Peer Group targets compensation around 50th percentile (median) .
Compensation Structure Notes
- Annual incentives: 80% quantitative (corporate and investment metrics), 20% qualitative; payouts capped at 200%; symmetrical ranges around target; targets aligned with Board-approved business plan .
- Long-term equity mix: 55% P‑shares, 45% RSUs; P‑shares balanced with 3‑year TSR modifier; RSUs provide retention; no one-time special grants in 2024 .
- No SERP; executives can elect nonqualified deferrals; option repricing prohibited without shareholder approval .
Investment Implications
- High pay-at-risk and multi-year vesting reduce short-term selling pressure and align Zimpfer’s incentives with sustained Operating ROE/EPS and relative TSR; RSU cadence and P‑share cliff vesting support retention into 2026 .
- Ownership alignment is adequate (meets 3x salary guideline) with hedging/pledging prohibited; beneficial ownership is <1% but includes exercisable options and near-term RSU vesting, limiting misalignment risks .
- Severance economics are defined and double-trigger for CIC, reducing unilateral change-of-control windfalls; strong clawbacks and no excise gross-ups indicate shareholder-friendly governance .
- Company’s 2024 outperformance and five-year TSR outperformance vs sector strengthen pay-for-performance linkage, lowering execution risk perception around compensation .