Perry Hines
HORACE MANN EDUCATORS CORP /DE/About Perry G. Hines
Independent director at Horace Mann Educators Corporation (HMN); age 62 as of March 15, 2025; first elected to the Board in 2018; current committee assignments: Investment & Finance and Nominating & Governance; retired corporate marketing executive and President & CEO of The Hines Group, LLC since 2006, with nearly three decades of cross‑sector experience in general management, brand, communications and strategic marketing . He is classified as independent by the Board under NYSE standards and is one of eight independent directors on a nine‑member board . In 2024, the Board met eight times and no incumbent director attended fewer than 90% of Board and assigned committee meetings, indicating strong engagement .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Irwin Mortgage Corporation | Senior Vice President, Chief Marketing & Communications Officer | 2002–2007 | Led brand and communications; financial services marketing focus |
| Lincoln Reinsurance Corp. / Swiss Reinsurance Corp. | Senior Vice President, Chief Marketing & Sales Officer | 1998–2002 | Oversaw marketing and sales in reinsurance; cross‑sector financial services experience |
| Safeco | Vice President, Marketing & Communications | 1995–1998 | Stewarded well‑known household brands; insurer marketing leadership |
| General Mills; Target; Pfizer; Imasco, Inc. | Management and senior marketing roles | Not disclosed | Consumer brand stewardship; broad marketing background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Hines Group, LLC | President & CEO | 2006–present | Founder; advisory in marketing, communications, strategic planning |
No current public company directorships for Hines are disclosed; matrix indicates public company board experience but specific external public boards for Hines are not listed in the proxy .
No related‑party transactions involving Hines are reported; the only disclosed related‑party relationship is with BlackRock, a >5% holder, for risk management software and fund commitments (no director involvement indicated) .
Board Governance
- Committees: Investment & Finance and Nominating & Governance; neither as chair (I&F chaired by Elaine A. Sarsynski; N&G chaired by Beverley J. McClure) .
- Independence: Determined independent under NYSE standards; Board has separate, independent Chair (H. Wade Reece) and CEO structure .
- Attendance & engagement: Board met eight times in 2024; committee meetings: Audit (9), Compensation (5), Executive (1), Investment & Finance (4), Nominating & Governance (4); no director under 90% attendance .
- Director education/time: Mandatory education program at least once every two years; directors must advise before joining other public boards .
- Risk oversight: I&F oversees capital structure and investment risk; N&G oversees governance, environmental and social goals; Audit oversees ERM, cybersecurity; Compensation oversees human capital and succession .
- Policies: Hedging and pledging prohibited for directors and executive officers; stock ownership requirements apply to all directors; clawback policy (for executives) in place; director communications channels disclosed .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Board member annual cash retainer | $85,000 | Paid following the Annual Meeting; pro‑rated if joining mid‑year |
| Committee chair fees | $0 | Hines is not a chair; chair fees are $30,000 (Audit) or $20,000 (others) for chairs only |
| Technology Liaison retainer | $0 | Role held by Victor Fetter; $15,000 retainer |
| Other compensation (insurance premiums) | $46 | Age‑banded premiums for group term life and business travel accident insurance |
| Total cash/other | $85,046 | Fees earned in cash plus insurance premiums |
Director compensation was reviewed by CAP in 2024; Board approved increases in annual retainers and annual RSU awards based on peer benchmarking .
Performance Compensation
| Equity Award | Grant Value | Grant Date | Shares/Units | Vesting | Terms |
|---|---|---|---|---|---|
| Annual RSUs (2024) | $130,000 | May 22, 2024 | Each director had 3,917 unvested RSUs at 12/31/2024 | One‑year vest following Annual Meeting | RSU count determined by grant‑date fair value; dividends accrue only on vested shares |
| 2024 Director Stock Awards (reported) | $130,000 | 2024 | N/A | N/A | Total stock awards value shown in director comp table |
Non‑employee director equity awards are service‑vested RSUs (no performance metrics); directors may elect to defer cash into RSUs; all directors must retain RSUs until ownership guidelines are met .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None in 2024; no member was a current/former officer; no interlocks with other entities |
| Related‑party transactions (director) | None disclosed involving Hines; Board’s policy requires Audit Committee review of transactions >$120,000 with related persons |
Expertise & Qualifications
- Cross‑sector expertise in brand building, strategic marketing, and general management; relevant to HMN’s educator niche and consumer financial services .
- Board skills matrix flags contributions in Brand & Marketing, Insurance, Financial Services, Customer Experience, Senior Leadership, Corporate Governance .
- Education credentials not detailed in the proxy; “Education Background” shown in matrix but specifics not disclosed for Hines .
Equity Ownership
| Item | Value | Source/Notes |
|---|---|---|
| Beneficial ownership (shares) | 20,049 | As of March 15, 2025 |
| Shares outstanding | 40,954,233 | Record date March 17, 2025 |
| Ownership as % of outstanding | 0.049% | Computed: 20,049 / 40,954,233; less than 1% |
| Unvested director RSUs (as of 12/31/2024) | 3,917 | Each director had 3,917 unvested RSUs at year‑end |
| Director ownership guideline | 5x annual cash retainer | Must retain RSUs until guideline met |
| Guideline compliance (as of 12/31/2024) | In compliance | All non‑employee directors met guidelines except Fetter, Samuel, Sarsynski (Hines not among exceptions) |
| Hedging/pledging | Prohibited | Applies to directors and executive officers |
Fixed Compensation (Director Detail Table – 2024)
| Director | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Perry G. Hines | 85,000 | 130,000 | 46 | 215,046 |
| Notes | RSUs awarded after Annual Meeting (1‑year vest) | Insurance premiums | Sum of components | |
Governance Assessment
- Strengths: Independent status; dual committee service (Nominating & Governance; Investment & Finance) aligns with his marketing/strategy background and provides oversight on governance and capital structure; strong attendance norms and active board education requirements support board effectiveness; hedging/pledging prohibitions and director ownership guidelines enhance alignment; Hines is in compliance with ownership guidelines .
- Signals: Board increased director cash retainers and RSU grant values in 2024 after CAP review—pay structure remains simple (cash retainer + RSUs) without meeting fees, potentially reducing per‑meeting conflict incentives and maintaining long‑term alignment .
- Watch items: 2024 say‑on‑pay support fell to 60.4% (historically >90%); Board responded by increasing PBRSU weighting and maintaining CEO target pay, indicating responsiveness, but continued monitoring of investor sentiment and pay outcomes is warranted .
- Conflicts: No related‑party transactions involving Hines disclosed; Audit Committee policy requires review and approval of any such transactions over $120,000—none reported beyond services with BlackRock as a >5% holder .
Say‑On‑Pay & Shareholder Feedback (Context for Board Oversight)
- 2024 say‑on‑pay approval: 60.4%; Board conducted extensive engagement with top shareholders and proxy advisors; changes for 2025 include increasing PBRSU weighting to 60%, reducing options to 20%, and no CEO target pay increase; CEO stock ownership guideline raised from 500% to 600% of salary .
Compensation Structure Context (Director Program)
- Reviewed by the Compensation Committee with independent consultant CAP; uses same peer group framework as executive compensation review; 2024 increases approved for board retainers and RSU grant size .
- Director pay elements: cash retainer ($85,000 for members; $210,000 for Chair), chair retainers ($30,000 Audit; $20,000 other committees), Technology Liaison ($15,000), annual RSU grant ($130,000; 1‑year vest) .
RED FLAGS
- None identified for Hines: no disclosed attendance shortfalls, no related‑party transactions, no hedging/pledging, and ownership guideline compliance .
- Board‑level alert: Lower say‑on‑pay outcome (60.4%) requires ongoing oversight of pay design efficacy and shareholder communications .
Data sources: HMN 2025 DEF 14A (April 2, 2025) –.