Aaliyah Samuel
HORACE MANN EDUCATORS CORP /DE/About Aaliyah A. Samuel
Aaliyah A. Samuel, EdD, is an independent director of Horace Mann Educators Corporation (HMN) since 2023, serving on the Investment & Finance Committee; she is 46 years old and brings deep expertise in K‑12 education policy and stakeholder engagement as President & CEO of CASEL (since January 2022) . She was determined independent under NYSE standards, attended at least 90% of Board and committee meetings in 2024, and was present at the 2024 Annual Meeting, signaling strong engagement . Her background includes senior roles at the U.S. Department of Education, NWEA, and the National Governors Association, and she currently serves as a Senior Fellow at Harvard’s Center on the Developing Child .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CASEL (Collaborative for Academic, Social, and Emotional Learning) | President & Chief Executive Officer | Jan 2022–present | Leads evidence-based SEL integration; informs HMN’s niche educator market strategy |
| U.S. Department of Education | Deputy Assistant Secretary, Local, State and National Engagement | Feb 2021–Dec 2021 | National stakeholder engagement; insight on education policy ecosystems |
| NWEA (not-for-profit assessment) | EVP Government Affairs & Partnerships; VP Policy & Advocacy | Jan 2019–Feb 2021 | Policy, partnerships in K‑12 assessment; scaling educator-focused solutions |
| National Governors Association | Director of Education | Nov 2015–Dec 2018 | State-level education policy coordination |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Center on the Developing Child at Harvard University | Senior Fellow | Current | Research/innovation in early childhood education; non-profit/academic affiliation |
| Other public company boards | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Committee memberships: Investment & Finance Committee member (Chair: Elaine A. Sarsynski; other members: Perry G. Hines, Marita Zuraitis) .
- Independence: Board determined all non-employee director nominees, including Dr. Samuel, are independent under NYSE listing standards .
- Attendance: Board met eight times in 2024; no incumbent director attended fewer than 90% of Board and assigned committee meetings; Dr. Samuel attended the 2024 Annual Meeting .
- Governance policies: Hedging and pledging prohibited for all Directors and Executive Officers; clawback provisions apply to executive incentives; director stock ownership requirements apply to all directors .
- Stock ownership guideline for directors: 5x annual cash retainer; directors who have not met the guideline must retain all RSUs net of taxes until compliant; Dr. Samuel is within the five-year compliance window and “on track” .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Board Member Annual Retainer | $85,000 (non-Chair) | |
| Committee Chair Retainer | $30,000 Audit; $20,000 other committees (not applicable to Samuel) | |
| Technology Liaison Retainer | $15,000 (held by Victor Fetter; not Samuel) | |
| Equity Grant (annual RSUs) | $130,000 grant value; 1-year vesting; awards following Annual Meeting | |
| Insurance (group term life; travel accident) | Age-banded premiums; Dr. Samuel’s “All Other Compensation” totaled $46 in 2024 |
2024 actual director compensation:
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | $85,000 | $130,000 | $46 | $215,046 |
Performance Compensation
- HMN does not use performance-based metrics for director compensation; non-employee directors receive time-based RSUs with a 1‑year vesting period, determined by the fair value at grant .
- 2024 RSU detail for directors: Annual grant awarded May 22, 2024; each director had 3,917 unvested RSUs outstanding as of December 31, 2024, vesting after one year .
| Award Type | Grant Date | Shares/Units | Vesting | Value Basis |
|---|---|---|---|---|
| RSU (Director annual grant) | May 22, 2024 | 3,917 unvested RSUs as of 12/31/2024 | 1-year time-based vesting | $130,000 fair value used to determine units |
Other Directorships & Interlocks
| Category | Disclosure | Source |
|---|---|---|
| Current public company boards | None disclosed in proxy biography aside from HMN | |
| Private/non-profit boards | Senior Fellow at Harvard’s Center on the Developing Child | |
| Potential interlocks/conflicts | No related person transactions involving Dr. Samuel disclosed; Audit Committee oversees related party transaction policy and reviews >$120,000 transactions; only disclosed related party: BlackRock services/fees and fund commitments |
Expertise & Qualifications
- Extensive public education and education policy experience relevant to HMN’s educator-focused niche market; provides insight into stakeholder needs and social impact priorities .
- Board skills matrix indicates diversity of experience among nominees; Dr. Samuel contributes human capital/talent and customer experience perspectives consistent with HMN’s educator market strategy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Aaliyah A. Samuel, EdD | 3,923 shares | <1% | Beneficial ownership as of March 15, 2025 |
Director stock ownership guidelines and compliance:
- Requirement: 5x annual cash retainer; until met, must retain all RSUs net of taxes .
- Status: As of 12/31/2024, Dr. Samuel had not yet met the guideline; allowed five years to comply and is “on track” .
- Hedging/pledging: Prohibited for Directors and Executive Officers .
Governance Assessment
- Strengths: Independent status; strong attendance and Annual Meeting participation; committee role on Investment & Finance overseeing investment strategy, capital structure, and responsible investing; alignment policies (ownership guidelines; hedging/pledging ban) support investor confidence .
- Alignment: Director compensation mix emphasizes equity (annual RSU grant with holding until guideline met), reinforcing skin-in-the-game over time .
- Engagement: Board conducts annual evaluations and provides director education; technology/cyber oversight formalized via Technology Liaison role; while not hers, the structure indicates robust board effectiveness .
- RED FLAGS: None disclosed specific to Dr. Samuel—no related-party transactions; not yet meeting ownership guideline is expected for a 2023 appointee within a five-year compliance window .
- Contextual shareholder signal: 2024 Say-on-Pay support of 60.4% prompted program changes (e.g., increased PBRSU weighting), showing responsiveness; while Dr. Samuel is not on the Compensation Committee, board-wide responsiveness is relevant to governance quality .