Stephanie Fulks
HORACE MANN EDUCATORS CORP /DE/About Stephanie Fulks
Stephanie A. Fulks is Senior Vice President and Chief Information Officer (CIO) of Horace Mann Educators Corporation (HMN). She was appointed CIO in May 2021, became Senior Vice President in November 2019, previously served as Chief Solutions Delivery Officer (June 2017–November 2019), and joined HMN as Vice President in June 2014 after 21 years at American International Group (AIG), where she most recently served as Vice President, Information Technology . Age: 55 (as of the 2025 proxy) . Company performance metrics relevant for pay-for-performance include the Annual Incentive Plan (AIP) metrics and PBRSU outcomes: in 2024 the company’s annual incentive paid out at 160.2% based on strong P&C profitability improvement, while 2022–2024 PBRSUs paid at 70.2% on relative TSR and ROE; the PBRSUs for designated executives were subject to a +/-10% ESG modifier, contributing +7% to the final payout .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Horace Mann (HMN) | Chief Information Officer (CIO) | May 2021–present | Leads enterprise IT strategy and execution in insurance/financial services context |
| Horace Mann (HMN) | Senior Vice President | Nov 2019–present | Executive leadership role; elevated responsibilities across technology delivery |
| Horace Mann (HMN) | Chief Solutions Delivery Officer | Jun 2017–Nov 2019 | Oversaw solutions delivery; modernization/program execution |
| Horace Mann (HMN) | Vice President | Jun 2014–Jun 2017 | Senior IT management at HMN |
| American International Group (AIG) | Vice President, Information Technology | 1993–2014 | Senior IT leadership across insurance technology |
External Roles
No public company directorships or external board roles are disclosed in HMN’s executive officer biographies for Ms. Fulks in recent proxies .
Fixed Compensation
| Component | Disclosure for Fulks | Company Policy / Context |
|---|---|---|
| Base Salary | Not disclosed for Fulks in SCT or salary exhibits; HMN publishes NEO salaries only | HMN targets base salaries around market median and reviews annually; adjustments consider experience, performance, responsibilities, internal equity, and retention risk . |
| Perquisites | Not individually disclosed for Fulks | Company provides limited perquisites (financial planning, executive physical); CEO may use charter jet occasionally; NEOs do not receive other personal benefits . |
HMN’s compensation mix emphasizes at-risk pay via annual and long-term incentives for executives; for 2024, 61% of NEO pay on average was variable, with equity a significant portion of total compensation .
Performance Compensation
Annual Incentive Plan (AIP) – Structure and 2023 Outcome
| Measure | Threshold | Target | Maximum | Actual | Result | Weighting | Payout |
|---|---|---|---|---|---|---|---|
| AIP Adjusted Core Earnings ($M) | 83 | 98 | 114 | 86 | 58.3% | 50% | 29.2% |
| AIP Adjusted ROE (%) | 5.5 | 6.5 | 7.5 | 5.7 | 60.1% | 25% | 15.0% |
| Insurance Premiums & Contract Charges Earned ($M) | 1,040 | 1,055 | 1,077 | 1,057 | 109.5% | 25% | 27.4% |
| Total | — | — | — | — | — | 100% | 71.6% |
- Design: AIP uses company-wide objectives; target opportunities approximate market median; max payout is 200% of target .
- 2024 context: HMN highlights a 160.2% annual incentive payout driven by P&C profitability improvement; individual executive payouts vary by role but structure applies broadly to executive officers .
Long-Term Incentive Plan (LTIP) Vehicles and Vesting
| Vehicle | Mix (2024 design) | Vesting | Key Terms |
|---|---|---|---|
| Performance-Based RSUs (PBRSUs) | 50% of LTIP in 2024; increased to 60% in 2025 | Earned over 3 years; vest at end of period | 100% relative measures: TSR (50%) and Core ROE (50%) vs Russell 2000 insurance peers; dividend equivalents accrue and are paid only on earned shares . |
| Service-Vested RSUs | 20% of LTIP | 33%/33%/34% over 3 years | Dividend equivalents accrue and vest with underlying RSUs . |
| Stock Options (NQSOs) | 30% of LTIP in 2024; reduced to 20% for 2025 | 25% per year over 4 years; 10-year term | Granted at fair market value; post-exercise 12-month holding requirement applies to executives . |
PBRSU Results (Recent Cycles)
| Performance Cycle | Weight: TSR | TSR Result | Weight: Core ROE | ROE Result | ESG Modifier | Final Payout |
|---|---|---|---|---|---|---|
| 2021–2023 | 50% | 28.5% | 50% | 43.0% | n/a | 71.5% |
| 2022–2024 | 50% | 33.0% | 50% | 37.2% | +7% for designated execs | 77.2% (70.2% + 7%) |
HMN shifted PBRSUs to 100% relative measures starting in 2021 and added an ESG +/-10% modifier for designated executives beginning with 2022 grants .
Equity Ownership & Alignment
- Stock Ownership Guidelines for Executive Officers: CEO 500% of salary (raised to 600% effective 2025), EVP 350%, Senior VP 200% of salary; must satisfy within 5 years; RSUs (vested/unvested) count; options do not; 12-month average price used to measure compliance; 12-month post-exercise holding requirement for options .
- Hedging and pledging: Prohibited for Directors, NEOs, and Executive Officers; employees receiving shares are prohibited from hedging; blackout trading windows apply around quarter ends for insiders .
- Minimum vesting: One-year minimum vesting for all equity grants (exceptions for death/disability) .
- Beneficial Ownership: Initial Form 3 filed April 23, 2021 lists 7,303 HMN common shares beneficially owned directly by Stephanie A. Fulks as of the event date 04/15/2021 .
Employment Terms
| Topic | HMN Policy / Provisions | Notes |
|---|---|---|
| Employment agreements | Company minimizes individual employment agreements; relies on standard plans; exceptions may be used for attraction/retention . | Applies broadly; not specific to Fulks. |
| Executive Severance Plan | Benefits for involuntary termination without cause include applicable multiple of base salary + target AIP, any earned/unpaid AIP, and applicable multiple of COBRA premium; plan participants designated by position . | Multiples vary by role; NEO multiples disclosed historically; participation for non-NEOs depends on designation . |
| Change-in-Control (CIC) Plan | Double-trigger requirement (CIC plus qualifying termination) for benefits; no tax gross-ups; Committee may accelerate/assume/cancel awards; 409A-compliant settlement timelines for deferred comp; CIC definitions align to 50%+ ownership, 30%+ acquisition over 12 months, board majority turnover, or asset sale thresholds . | Company-wide plan design. |
| Clawback | Policy revised effective Oct 2, 2023 to comply with SEC/NYSE; recoupment of incentive-based compensation upon accounting restatement; CECP permits recovery if executive misconduct contributed to award . | Applies to covered executives. |
| Non-compete/non-solicit | CECP permits conditioning grants/retention of award value on non-compete, confidentiality, non-solicit, cooperation, non-disparagement during/after employment as determined by Committee . | Embedded in plan terms. |
Risk Indicators & Red Flags
- Hedging/pledging prohibited for executives, mitigating misalignment risk; blackout windows enforce disciplined trading timing .
- CIC plan excludes tax gross-ups and uses double-trigger, reducing shareholder-unfriendly parachute risk .
- Minimum one-year vesting for equity and post-exercise holding requirements curb short-termism .
- Limited perquisites; clawback policy aligned with regulatory guidance .
Compensation Structure Analysis
- Shift toward relative performance metrics (100% TSR/ROE for PBRSUs) tightens peer-relative accountability; ESG modifier adds broader stakeholders’ objectives for designated executives .
- 2025 design increases PBRSU mix to 60% and reduces options to 20%, suggesting higher emphasis on performance-linked equity and lower leverage risk from options .
- AIP metrics balance profitability (adjusted core earnings, ROE) and growth (premiums/contract charges), with capped incentives and 200% maximum to discourage excessive risk-taking .
Say-on-Pay & Shareholder Feedback
- HMN reported strong shareholder support: all items on the 2023 annual meeting agenda were supported by over 95% of votes cast; ongoing investor engagement covers governance and compensation topics .
- 2024 engagement informed 2025 program changes (e.g., PBRSU mix increase, CEO ownership requirement raised) .
Equity Ownership & Alignment Table
| Item | Policy / Status |
|---|---|
| Senior VP Ownership Guideline | 200% of base salary; 5-year compliance window; RSUs count, options excluded . |
| Hedging/Pledging | Prohibited for Directors, NEOs, Executive Officers; blackout windows apply . |
| Post-Exercise Holding | 12 months post-exercise share holding requirement for options . |
| Minimum Vesting | 12-month minimum vesting on equity awards . |
| Fulks Beneficial Ownership | 7,303 common shares (Form 3 filed 04/23/2021; event date 04/15/2021) . |
Performance Compensation Detail Table (PBRSUs)
| Metric | Weighting | Target Setting | 2021–2023 Result | 2022–2024 Result |
|---|---|---|---|---|
| Relative TSR vs Russell 2000 Insurance peers | 50% | Percentile ranking vs peers (25th/50th/90th → 50%/100%/200% of target) | 28.5% | 33.0% |
| Relative Core ROE vs peers | 50% | Percentile ranking vs peers; average annual core earnings ROE | 43.0% | 37.2% |
| ESG Modifier (E/S/G scorecard) | n/a | +/-10% for designated executives | n/a | +7% |
| Final PBRSU Payout | 100% total | Interpolated between thresholds | 71.5% | 77.2% (70.2% + 7%) |
Employment Terms Table
| Provision | Plan Language / Effect |
|---|---|
| Double Trigger for CIC Benefits | Requires CIC plus involuntary termination (other than for cause) within fixed time; allows acceleration/settlement of awards; no tax gross-ups . |
| 409A CIC Settlement | Awards settle within 90 days after qualifying termination; deferred stock equivalent accounts paid within 10 days of CIC if applicable . |
| Forfeiture/Conduct Conditions | Committee may condition grants/retention of award proceeds on non-compete, confidentiality, non-solicit, non-disparagement, cooperation . |
| Clawback | Restatement-triggered recoupment under Rule 10D-1 and NYSE 303A.14; misconduct-based recovery under CECP . |
Investment Implications
- Alignment: Prohibitions on hedging/pledging, ownership guidelines (Senior VP 200%), one-year minimum vesting, and post-exercise holding collectively align Fulks’ incentives with long-term shareholder value .
- Performance sensitivity: Pay outcomes are tied to company AIP metrics and peer-relative PBRSU measures; recent PBRSU payouts below target and strong 2024 annual incentive demonstrate direct linkage to profitability and relative performance .
- Retention/turnover risk: Multi-year vesting of RSUs/options, double-trigger CIC protections, and limited perquisites suggest moderate retention support without shareholder-unfriendly features (no tax gross-ups) .
- Trading signals: Blackout windows constrain timing; hedging/pledging bans reduce adverse alignment signals; limited publicly disclosed Form 4 history in our document set beyond the initial Form 3 limits assessment of selling pressure—monitor future filings for RSU vesting and sales .