Scott L. Goldberg
CNO Financial GroupAbout Scott L. Goldberg
Scott L. Goldberg is President, Consumer Division at CNO Financial Group; he has been with CNO since 2004 and has led the Consumer Division since January 2020. He is 54 years old per the FY 2024 10-K executive roster . His pay-for-performance is explicitly tied to Consumer Division metrics (Life & Health NAP, Annuity Collected Premium, Fee Revenue) and corporate investment/operating metrics within CNO’s Annual Cash Incentive/P4P plan . Recent long-term incentive outcomes show P-share payouts of 85.1% (Operating ROE) and 87.2% (Operating EPS) for the 2022–2024 performance period with relative TSR at the 72nd percentile (no modifier), versus 2021–2023 payouts that were reduced by the TSR modifier to 135.9% and 142.4% respectively (relative TSR 8th percentile) . Company-level pay-versus-performance shows FY 2024 Operating EPS of $3.80 and TSR of 231 (value of initial $100 investment), contextualizing incentive design alignment to operating outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CNO Financial Group | President, Consumer Division | Jan 2020–present | Accountable for Consumer Division performance metrics used in the P4P plan (NAP, Annuity Collected Premium, Fee Revenue) |
| Bankers Life (CNO brand) | President | Sep 2013–Jan 2020 | Not disclosed |
| CNO Financial Group | Various roles | 2004–2013 | Not disclosed |
External Roles
No external directorships or outside roles are disclosed for Mr. Goldberg in the cited filings. (Not disclosed)
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Target Bonus ($) | Actual Bonus Paid ($) |
|---|---|---|---|---|
| 2023 | 635,000 | 100% | 635,000 | 656,900 |
| 2024 | 654,000 (year-end basis) | 100% | 654,000 | 973,398 |
Multi-year compensation summary:
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 625,000 | 635,000 | 650,833 |
| Stock Awards ($) | 915,480 | 1,118,400 | 1,199,286 |
| Non-Equity Incentive ($) | 689,457 | 656,900 | 973,398 |
| All Other Compensation ($) | 107,077 | 116,799 | 55,791 |
| Total ($) | 2,337,014 | 2,527,099 | 2,879,308 |
Performance Compensation
Annual Cash Incentive (P4P) — 2024 design and results:
| Metric | Weighting | Target/Payout Mechanics | Actual Payout |
|---|---|---|---|
| Operating Earnings Before Interest, Taxes and Non-Deferred Acquisition Expenses | 30% | Corporate financial metric defined in proxy | Included in “Financial Metrics (80% of total)” payout 159% of target; $829,518 |
| Investment Performance (Effective Yield, Pre-tax C1/AUM, Total Return vs Benchmark, Responsible Investment) | 10% | Corporate investment metric set | Included in “Financial Metrics” result above |
| Consumer Division Life & Health NAP | 14% | Division metric defined in proxy | Included in “Financial Metrics” result above |
| Consumer Division Annuity Collected Premium | 14% | Division metric defined in proxy | Included in “Financial Metrics” result above |
| Consumer Division Fee Revenue | 12% | Division metric defined in proxy | Included in “Financial Metrics” result above |
| Individual Qualitative Assessment (incl. social component) | 20% | Qualitative criteria per HRCC (leadership, culture, Voice Survey, succession) | 110% of target; $143,880 |
| Total P4P outcome | — | — | 149% of target; $973,398 |
Long-Term Incentives (LTI) — structure and grants:
- Mix: 55% Performance Shares (P-shares) split evenly between Operating ROE and Operating EPS; 45% RSUs; P-shares have one-year performance goals with three-year cliff vesting and a three-year relative TSR modifier; RSUs time-vest over three years .
- 2024 grants for Mr. Goldberg: 11,450 P-shares (Operating ROE) and 11,450 P-shares (Operating EPS); 20,200 RSUs; grant-date fair values $323,004 (each P-share metric) and $553,278 (RSUs) .
P-share vesting outcomes:
| Performance Period | Metric | P-shares Granted | Opportunity Earned (% of Target) | P-shares Vested |
|---|---|---|---|---|
| 2021–2023 | Operating ROE | 10,300 | 135.9% | 13,997 |
| 2021–2023 | Operating EPS | 10,300 | 142.4% | 14,667 |
| 2022–2024 | Operating ROE | 9,900 | 85.1% (TSR modifier 0%) | 8,424 |
| 2022–2024 | Operating EPS | 9,900 | 87.2% (TSR modifier 0%) | 8,632 |
Dividend Equivalents:
- RSUs and any vested P-shares pay cash dividend equivalents upon vesting for dividends paid between grant and vest date .
Equity Ownership & Alignment
Beneficial ownership and outstanding awards:
| Item | Detail |
|---|---|
| Beneficial Ownership | 211,114 shares; marked “<1%” of outstanding (100,286,237 shares as of Mar 10, 2025) |
| Options available within 60 days | 76,540 shares via options exercisable or becoming exercisable within 60 days |
| RSUs scheduled within 60 days | 18,550 RSUs scheduled to vest within 60 days |
| Stock Ownership Guidelines | Executives required to hold 3x base salary; all NEOs met guidelines as of Dec 31, 2024 |
| Hedging/Pledging | Prohibited for directors and executive officers (no margin accounts or derivative/speculative transactions) |
Outstanding equity awards (12/31/2024):
| Award Date | Type | Quantity/Status | Strike/Value | Expiration |
|---|---|---|---|---|
| 02-23-2016 | Stock Options (Exercisable) | 51,000 | $17.38 | 02-23-2026 |
| 02-23-2017 | Stock Options (Exercisable) | 22,120 | $21.06 | 02-23-2027 |
| 02-21-2018 | Stock Options (Exercisable) | 20,620 | $23.33 | 02-21-2028 |
| 02-19-2019 | Stock Options (Exercisable) | 33,800 | $17.48 | 02-19-2029 |
| 02-14-2023 | RSUs (Unvested) | 12,672 | $471,525 market value | — |
| 02-12-2024 | RSUs (Unvested) | 20,200 | $751,642 market value | — |
| 02-14-2023 | P-shares (Unearned; ROE/EPS) | 11,400 / 11,400 | $424,194 / $424,194 market/payout value | Three-year cycle |
| 02-12-2024 | P-shares (Unearned; ROE/EPS) | 22,900 / 22,900 | $852,109 / $852,109 market/payout value | Three-year cycle |
Option exercises and vested stock (value realized):
| Year | Options Exercised (#/$) | Stock Vested (#/$) |
|---|---|---|
| 2023 | 17,095 / $152,483 | 82,681 / $1,751,259 |
| 2024 | — / — | 46,115 / $1,253,841 |
Deferred Compensation:
| Year | Executive Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|
| 2023 | 344,729 | 73,278 | 418,007 |
| 2024 | 197,070 | 91,750 | 706,827 |
Insider trading arrangements (Rule 10b5-1):
- Plan adopted November 7, 2024; duration through September 4, 2025; aggregate 51,000 shares to be sold (terminates earlier if shares sold) .
- Prior plan adopted November 14, 2023; duration through September 1, 2024; aggregate 35,584 shares to be sold .
Employment Terms
| Provision | Detail |
|---|---|
| Severance — Resignation “With Reason” (non-CIC) | Pro rata bonus $973,398; severance payment $1,962,000; outplacement $25,000; financial/tax prep $10,000; welfare subsidy $23,096 |
| Severance — Termination “Without Just Cause” (non-CIC) | Pro rata bonus $973,398; severance payment $1,962,000; outplacement $25,000; financial/tax prep $10,000; welfare subsidy $23,096 |
| Change-in-Control Termination (double-trigger) | Pro rata bonus $973,398; severance payment $2,616,000; outplacement $25,000; financial/tax prep $10,000; welfare subsidy $23,096 |
| Equity on termination (non-CIC) | Pro-rata portion of P-shares remains eligible to vest; pro-rata portion of next RSU installment vests on schedule; dividend equivalents paid; calculation method per award agreements |
| Equity on CIC termination | RSUs vest in full; pro-rata portion of each P-share award vests (dividend equivalents paid) |
| Non-solicitation | Applies during employment and one year thereafter (Executive Agreement, effective Aug 6, 2019) |
| Non-compete | Applies during employment and one year thereafter for Mr. Goldberg |
| Clawback Policy | Strong clawback rights for executive incentives upon accounting restatement or detrimental conduct; additional clawbacks in Annual Cash Incentive/P4P and LTI plans |
Investment Implications
- Alignment: High proportion of pay-at-risk via annual P4P and P-shares tied to Operating EPS/ROE and relative TSR; 2024 total P4P payout at 149% reflects strong performance against financial and division metrics .
- Retention/pressure: Significant unvested RSUs and P-shares plus option overhang support retention; however, active Rule 10b5-1 plan to sell up to 51,000 shares through September 2025 could introduce modest insider selling pressure in the near term .
- Governance and risk: Double-trigger CIC, strong clawback, anti-hedging/anti-pledging, and stock ownership guidelines (3x salary, met as of year-end) reduce misalignment and headline risk .
- Performance trend: P-share results improved from TSR-penalized 2021–2023 cycle to top-third TSR in 2022–2024 (no modifier), indicating momentum in long-term relative performance metrics used for LTI payouts .