H. Wade Reece
HORACE MANN EDUCATORS CORP /DE/About H. Wade Reece
Independent Chairman of the Board of Horace Mann Educators Corporation (HMN) since 2016, age 68 as of March 15, 2025. Reece retired in 2015 after a 37‑year career at BB&T Corporation, serving as Chairman & CEO of BB&T Insurance Services, Inc. and BB&T Insurance Holdings, Inc., and previously holding leadership roles across agency management and industry bodies including The Institutes and the Council of Insurance Agents & Brokers . He is independent under NYSE standards, and the Board Chair role at HMN is held by an independent director separate from the CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BB&T Insurance Services, Inc.; BB&T Insurance Holdings, Inc. | Chairman & CEO | Retired 2015; 37‑year career | Led insurance operations; broad agency management experience |
| The Institutes (American Institute for CPCU and Insurance Institute of America) | Chairman of Board of Trustees; Executive Committee Member | Until retirement in 2015 (dates not further disclosed) | Oversight of professional education standards; industry leadership |
| Council of Insurance Agents & Brokers | Chairman | Not disclosed | Industry representation and advocacy leadership |
| Foundation of Agency Management Excellence | Vice Chairman, Board of Directors | Until retirement in 2015 (dates not further disclosed) | Agency management excellence initiatives |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| North Carolina State University Foundation | Board of Directors (current) | Not disclosed | Non‑profit board service; potential network access in academia |
Board Governance
- Independence: HMN Board has eight of nine independent directors; Board Chair is independent and separate from CEO .
- Attendance: In 2024, the Board met eight times; no incumbent director attended fewer than 90% of Board and assigned committee meetings. In 2023, the Board met seven times; no incumbent director attended fewer than 95% .
- Executive sessions: Board Chair presides over executive sessions of non‑employee directors .
- Committees and roles (Reece):
- Executive Committee (Chair)
- Compensation Committee (Member)
- Nominating & Governance Committee (Member)
| Committee | 2024 Meetings | Role | Key Responsibilities |
|---|---|---|---|
| Executive | 1 | Chair | Acts between Board meetings; can exercise Board authority in exigent circumstances |
| Compensation | 5 | Member | Oversees exec and director pay, succession planning, advisor independence; independent members only |
| Nominating & Governance | 4 | Member | Board refreshment, evaluations, governance policies, ESG oversight, related environmental/social risk oversight |
| Audit | 9 | Not a member | Financial reporting, controls, ethics, AI/cyber oversight; Tech Liaison role designated (Fetter) |
| Investment & Finance | 4 | Not a member | Approves investment strategy, capital structure, buybacks/issuances |
| Board | 8 | Board Chair | Independent leadership; separation from CEO |
Fixed Compensation
| Element | 2023 | 2024 |
|---|---|---|
| Board Chair Annual Retainer (program) | $145,000 | $210,000 |
| Equity RSU Award (program; annual) | $115,000; 1‑year vest | $130,000; 1‑year vest |
| Committee Chair Fees (program) | Audit $25,000; others $15,000 | Audit $30,000; others $20,000 |
| Technology Liaison Retainer (program) | $10,000 | $15,000 |
| Insurance (program) | Group term life $10,000 face; travel accident $100,000 coverage (Company pays premiums) | Same |
| Director (Reece) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 145,000 | 115,000 | 204 | 260,204 |
| 2024 | 210,000 | 130,000 | 200 | 340,200 |
- Stock ownership guideline for non‑employee directors: hold HMN shares equal to five times annual cash retainer; until met, must retain all RSUs net of taxes .
Performance Compensation
Directors receive service‑vested RSUs with one‑year vesting; no performance metrics apply to director equity awards.
| RSU Detail | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Unvested RSUs per non‑employee director (including Reece) | 3,777 | 3,917 |
| Annual RSU grant value | $115,000 | $130,000 |
| Vesting | 1 year | 1 year |
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Committee Positions |
|---|---|---|---|
| North Carolina State University Foundation | No (non‑profit) | Director | Not disclosed |
| The Institutes | No | Chairman of Board of Trustees (past) | Executive Committee member (past) |
| Council of Insurance Agents & Brokers | No | Chairman (past) | Not disclosed |
| Foundation of Agency Management Excellence | No | Vice Chairman (past) | Not disclosed |
- Compensation Committee interlocks: None reported during 2024 .
Expertise & Qualifications
- Industry expertise: Insurance, agency management; senior leadership; financial services; corporate governance; human capital/talent management; customer experience; brand/marketing; investments (per Board skills matrix) .
- Recognized as independent Board Chair with in‑depth insurance industry knowledge and leadership credentials .
- Age 68; Director since 2016 .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| H. Wade Reece | 35,464 | * (<1%) |
- Shares outstanding at record date: 40,954,233 (for 2025 meeting) .
- Director ownership guideline compliance: As of Dec. 31, 2024, all non‑employee directors met guidelines except Fetter, Samuel, and Sarsynski; Reece was in compliance .
- Hedging and pledging prohibitions apply to Directors; stock option post‑exercise holding requirement applies under HMN policies .
Governance Assessment
-
Strengths:
- Independent Board Chair; separation of Chair and CEO enhances oversight .
- High director attendance; no incumbent below 90% in 2024 and 95% in 2023 .
- Clear committee accountability; Reece chairs Executive Committee and serves on Compensation and Nominating & Governance .
- Director equity aligns interests; mandatory ownership guidelines; prohibitions on hedging/pledging .
- Formal technology oversight via Board’s Technology Liaison; Audit oversees AI/cyber risks .
-
Watch items / potential concerns:
- Say‑on‑pay support fell to 60.4% in 2024 (from 97.4% in 2023), prompting program changes; as Compensation Committee member, Reece is part of pay governance—Committee increased PBRSU weighting to 60% and reduced options to 20% for 2025; CEO target pay held flat .
- Director pay increased in 2024 (Chair retainer $145k → $210k; RSUs $115k → $130k); while competitive, investors may scrutinize pay escalation versus performance .
- Related‑party transactions: Aside from immaterial BlackRock services/fund commitments, no related person transactions requiring disclosure—low conflict exposure .
-
Stakeholder engagement: HMN conducted extensive investor outreach on compensation in fall 2024; independent director participation occurred, with program adjustments reflecting feedback .
Overall signal: Reece’s independent Chair role, attendance, and committee service support board effectiveness. The 2024 say‑on‑pay dip elevates compensation governance scrutiny, but responsive design changes mitigate risk .