Elaine Sarsynski
HORACE MANN EDUCATORS CORP /DE/About Elaine A. Sarsynski
Independent director of Horace Mann Educators Corporation (HMN) since 2021; age 69 as of March 15, 2025. Former Chairwoman/CEO/President of MassMutual International and President of MassMutual Retirement Services, with 35+ years in institutional investments and insurance; earlier senior roles at Aetna and Babson Capital, and elected First Selectman of Suffield, CT. Currently chairs HMN’s Investment & Finance Committee; the Board classifies her as independent under NYSE standards. Background indicates deep expertise in investments, capital structure, and strategic leadership, aligned with HMN’s multi-line insurance model .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MassMutual International | Chairwoman, CEO & President | Through 2017 (retired in 2017) | Led international insurance operations; strategic leadership in investments and retirement services |
| MassMutual Life/Babson Capital | Managing Director (Babson), EVP/CAO; President, MassMutual International; President, MassMutual Retirement Services; Office of CEO member | 2005–2017 | Managed institutional investments; enterprise leadership and product strategy |
| Aetna | Senior management roles (Investments Division, Corporate Finance) | 17 years (prior to 1998) | Oversight of investments and corporate finance functions |
| Sun Consulting Group LLC | Founder (real estate consulting) | Founded 1998 | Consulting to real estate industry |
| Town of Suffield, CT | First Selectman (elected) | Two terms (prior to 2005) | Municipal leadership and governance |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Genworth Financial, Inc. | Director | Current | Public company board experience; insurance sector insights |
| TI Fluid Systems PLC | Director | Current | Global manufacturing exposure; automotive ecosystem context |
| Horizon Technology Finance Corporation | Director | Current | BDC/credit markets perspective; financing and risk oversight |
Board Governance
- Committee assignments: Chair, Investment & Finance Committee; member cohort includes Hines, Samuel, and Zuraitis; oversees investment strategy, capital structure, and equity/debt actions; 4 committee meetings in 2024 .
- Board/committee attendance: No incumbent director attended fewer than 90% of Board and assigned committee meetings in 2024; Board met eight times in 2024 .
- Independence: The Board determined all non-employee nominees, including Sarsynski, are independent under NYSE standards; determinations reviewed at least annually .
- Ownership policies: Directors must hold HMN stock equal to five times the annual cash retainer; hedging and pledging are prohibited for directors and executive officers .
- Board leadership and structure: Independent Board Chair; strong committee coverage including Audit (AI/cyber oversight via Technology Liaison), Compensation, Nominating & Governance, Investment & Finance .
Fixed Compensation
| Element | Amount/Terms | Notes |
|---|---|---|
| Board Member Annual Retainer | $85,000 | Paid post-Annual Meeting; prorated if joining mid-cycle |
| Committee Chair Retainer | $20,000 (non-Audit); $30,000 (Audit) | Investment & Finance Chair retainer applicable to Sarsynski |
| Equity (RSUs) | $130,000 grant value; 1-year vest | Annual RSU award following Annual Meeting; fair value used to determine units |
| Tech Liaison Retainer | $15,000 | Not applicable to Sarsynski (role held by Fetter) |
| Insurance Benefits | Group term life ($10,000 face) and business travel accident ($100,000) | Company-paid premiums; age-banded |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Elaine A. Sarsynski | 105,000 | 130,000 (RSUs granted 5/22/2024; 3,917 unvested RSUs at 12/31/24) | 200 | 235,200 |
- Deferral: Non-employee directors may elect to defer cash compensation into RSUs .
Performance Compensation
- No performance-conditioned director equity disclosed; annual director RSUs vest on time-based schedule (1-year) without TSR/ROE conditions .
- HMN’s performance-based metrics (TSR/ROE) apply to executive LTIP, not director pay; no director-specific performance metrics disclosed—skip .
Other Directorships & Interlocks
- Current public boards: Genworth Financial, TI Fluid Systems PLC, Horizon Technology Finance Corporation .
- HMN discloses no related-party transactions involving directors; Audit Committee oversees any transactions >$120,000 with related persons; BlackRock-related services disclosed due to 5% ownership (fees ~$375,634 and $60M fund commitments; not material to BlackRock) .
- Compensation Committee interlocks: None; no members were current/former HMN officers in 2024 .
Expertise & Qualifications
- Board matrix identifies Sarsynski with expertise in Insurance, Financial Services, Investments, Corporate Governance, and Finance & Accounting; senior leadership experience and public company board experience noted .
- Qualifications statement: Extensive institutional investments management and strategic leadership; valuable asset for capital structure oversight .
Equity Ownership
| Holder | Beneficial Shares | % of Class | RSUs (Unvested) | Ownership Guideline Status |
|---|---|---|---|---|
| Elaine A. Sarsynski | 9,723 | <1% | 3,917 as of 12/31/2024 | Directors must hold 5× annual cash retainer; as of 12/31/2024, Sarsynski had not yet met guideline (5-year window; on track) |
- Anti-hedging/pledging: Prohibited for directors and executive officers; reinforces alignment .
- Shares outstanding: 40,954,233 as of record date (for context) .
Governance Assessment
- Strengths: Independent director with deep insurance/investments expertise chairing Investment & Finance—directly aligned with HMN’s return and capital priorities; robust committee coverage; explicit prohibition on hedging/pledging; annual board evaluations; CSR oversight across committees; clear director education/time commitment standards .
- Alignment signals: Mandatory director ownership (5× cash retainer) and RSU grants; ability to defer cash into equity; audit oversight includes AI/cyber risk via Technology Liaison; strong attendance disclosure (≥90%) .
- Watch items and potential red flags: As of 12/31/2024, Sarsynski has not yet met director ownership guideline (five-year compliance window; disclosed “on track”)—monitor for progress; company’s 2024 say‑on‑pay support was 60.4%, prompting program changes—indicator of investor scrutiny on pay governance broadly (though focused on executives) .
- Conflicts/related party: No director-related transactions disclosed; BlackRock services noted due to 5% beneficial ownership—immaterial to BlackRock; no Compensation Committee interlocks .
Overall, Sarsynski’s chair role over investments and capital structure, combined with her institutional investment background, supports board effectiveness on financial oversight; primary governance watchpoint is timely attainment of director ownership guideline, with otherwise strong independence and attendance disclosures .