Steven E. Shebik
CNO Financial GroupAbout Steven E. Shebik
Independent director of CNO Financial Group; age 68; director since 2020. Former Vice Chair of The Allstate Corporation and Allstate Insurance Company and CEO of Allstate Life Insurance Company, with a 25-year Allstate career across CFO, CIO, CRO and senior finance roles; Certified Public Accountant since 1978 and designated by CNO as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Allstate Corporation/Allstate Insurance Company | Vice Chair | 2018–May 2020 | Oversaw Life & Retirement, Allstate Benefits, P&C businesses, corporate transformation and analytics |
| Allstate Life Insurance Company | Chief Executive Officer | To May 2020 | Led life subsidiary operations |
| The Allstate Corporation | Executive Vice President & CFO | 2012–2018 | Interim CIO (2016–2017) and interim Chief Risk Officer twice; senior finance for Investments, Protection, Financial |
| Sears, Roebuck and Co. | Finance/Accounting | Prior to 1995 | Corporate finance roles |
| Arthur Andersen & Co. | Auditing | Early career | Audit experience; CPA since 1978 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Chicago Symphony Orchestra | Vice Chair, Board; Vice Chair, Negaunee Music Institute | Current | Non-profit governance |
| University of Illinois Gies College of Business | Dean’s Legacy Council | Current | Advisory role |
| Salvation Army Chicago | Advisory Board | Current | Community engagement |
Board Governance
- Committee assignments: Chair, Investment Committee; Member, Audit & Enterprise Risk Committee; Member, Executive Committee .
- Audit committee financial expert designation; CPA since 1978, strengthening audit oversight .
- Independence: Board determined all directors other than the CEO are independent; Shebik is independent .
- Attendance and engagement: Board met 7 times in 2024; committees met 38 times (Audit 14; Governance 12; HRCC 7; Investment 4; Executive 1). Each director attended ~91% of aggregate meetings and all directors attended the 2024 annual meeting .
- Board leadership: Independent Board Chair; regular executive sessions; robust evaluation and education processes .
Committee Roles and Expertise
| Committee | Role | Notable Oversight/Skills |
|---|---|---|
| Investment | Chair | Reviews investment strategy, ALM, responsible investing, derivatives and CIO selection/oversight |
| Audit & Enterprise Risk | Member | Financial reporting, internal controls, ERM, cybersecurity; designated financial expert |
| Executive | Member | Acts between Board meetings on urgent matters |
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Paid in Cash (2024) | $135,000 | Includes $20,000 for Investment Committee Chair and $15,000 for Audit Committee membership; Executive Committee carries no extra fee |
| Stock Awards (2024) | $150,027 | 5,322 RSUs granted May 9, 2024; vested immediately |
| Total (2024) | $285,027 | Sum of cash fees and RSU grant value |
| Non-Employee Director Compensation Program (as of May 2024) | Amount | Structure |
|---|---|---|
| Board Service Retainer | $250,000 | $100,000 cash + ~$150,000 equity (RSUs) |
| Committee Chair Retainers | $20,000–$45,000 | Audit $45k; HRCC $40k; Governance $20k; Investment $20k |
| Committee Member Retainers | $10,000–$15,000 | Audit $15k; HRCC $10k; Governance $10k; Investment $10k (both increased from $5k effective May 9, 2024) |
| Board Chair Retainer (additional) | $190,000 | $76,000 cash + ~$114,000 equity |
| Meeting Fees/Retirement | None | No meeting fees; no director retirement program |
| Ownership Guidelines | 5× annual base cash compensation | All directors ≥5 years meet; those <5 years on track |
| 2024 RSU Grant Details | RSUs | Vesting |
|---|---|---|
| May 9, 2024 | 5,322 | Immediate vesting (several directors defer settlement under plan) |
Performance Compensation
- Directors do not receive performance-based pay; equity grants (RSUs) emphasize long-term alignment and may be deferred; no options are granted to non-employee directors and no meeting fees are paid .
Other Directorships & Interlocks
- No current public-company directorships disclosed for Shebik; external board roles are non-profit/academic. The Governance Committee monitors overboarding and potential conflicts in director selection and evaluations .
Expertise & Qualifications
- Insurance management, finance, investment and risk management; extensive financial reporting and capital markets experience; CPA; designated audit committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Steven E. Shebik | 48,804 | <1% (based on 100,286,237 shares outstanding on March 10, 2025) |
- Director stock ownership guidelines: 5× annual base cash compensation; as of the proxy date, all directors with ≥5 years met guidelines, others met or were on track; directors are prohibited from hedging or pledging CNO shares .
Governance Assessment
- Signals of strength: Independent status; audit financial expert; Investment Committee chair with capital markets expertise; strong board/committee attendance (~91%); robust director ownership requirements and prohibition on hedging/pledging; positive investor engagement and 93% say‑on‑pay support in 2024 .
- Compensation alignment: Director pay weighted to equity; no meeting fees or retirement program; RSUs immediately vest but can be deferred, supporting long-term alignment without performance gaming .
- Conflicts/related-party exposure: No related person transactions disclosed involving directors; only arms‑length arrangements with >5% shareholder BlackRock (investment management agreements up to $500M and fund commitments up to $200M; ~$100k fees paid in 2024) approved by Governance Committee; no waivers of the Code of Conduct .
- Risk flags: None noted specific to Shebik (no pledging, overboarding or attendance issues disclosed). Company’s NOL protective amendment and 382 rights plan have potential anti‑takeover effects but are framed as tax-asset preservation; board retains waiver authority with safeguards, moderating investor concern .