Thomas Bradley
HORACE MANN EDUCATORS CORP /DE/About Thomas A. Bradley
Independent director of Horace Mann Educators Corporation (HMN), age 67 as of March 15, 2025; director since 2021. Serves as Audit Committee Chair and member of the Executive Committee; recognized by the Board as a “financial expert.” Prior roles include Executive Chairman and CEO of Argo Group, EVP & CFO of Allied World, and senior finance leadership at Fair Isaac (FICO), St. Paul Companies, and Zurich Insurance Group (CFO North America; CEO of Universal Underwriters Group).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Argo Group International Holdings, Ltd. | Executive Chairman & CEO; Non‑Executive Director; Non‑Executive Chairman | Exec Chairman/CEO until 2023; Director 2018–2022; Chair 2020–2022 | Led specialty P&C insurer; governance leadership as non‑exec chair |
| Allied World Assurance Company Holdings, AG | EVP & Chief Financial Officer | 2012–July 2018 | Enterprise finance leadership for insurance holding company |
| Fair Isaac Corporation (FICO) | EVP & Chief Financial Officer | Not disclosed | Corporate finance leadership |
| The St. Paul Companies | EVP & Chief Financial Officer | Not disclosed | Corporate finance leadership |
| Zurich Insurance Group / Universal Underwriters | CFO North America; CEO, Universal Underwriters Group | Not disclosed | Regional finance leadership; P&C operating leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Argo Group International Holdings, Ltd. | Executive Chairman & CEO; Non‑Executive Director; Non‑Executive Chairman | Exec Chairman/CEO until 2023; Director 2018–2022; Chair 2020–2022 | Public company directorship and leadership; ended 2023 |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board majority independent; eight of nine nominees independent |
| Committees | Audit (Chair); Executive (member) |
| Audit Committee | 9 meetings in 2024; all members independent; Bradley designated SEC “financial expert”; remit includes financial reporting, ethics, internal controls, cybersecurity, and AI risk oversight |
| Board Meetings | 8 meetings in 2024; no incumbent director attended fewer than 90% of Board and applicable committee meetings |
| Executive Committee | 1 meeting in 2024; Bradley member; exercises Board authority between meetings; mostly independent members |
| Board Leadership | Independent Board Chair (H. Wade Reece); separate Chair/CEO structure; lead independent director designated only if Chair not independent |
| Director Education | Required participation in education programs at least once every two years; all directors in compliance |
| Hedging/Pledging | Prohibited for all directors and executive officers |
| Related Parties Oversight | Audit Committee reviews related person transactions >$120,000; approves only if in best interest of shareholders |
| Compensation Committee Interlocks | None during 2024 |
Fixed Compensation
| Component | Thomas Bradley (2024) | Program Terms |
|---|---|---|
| Cash retainers | $115,000 | Board member annual retainer $85,000; Audit Chair retainer $30,000; paid after Annual Meeting; prorated if joining mid‑year |
| Equity (RSUs) | $130,000 (grant; unvested RSUs 3,917 as of 12/31/24) | Annual RSU award of $130,000 at/after Annual Meeting; one‑year vesting; directors may elect to defer cash into RSUs; RSUs retained until ownership guideline met |
| Other (insurance premiums) | $200 | Basic group term life ($10,000 face) and business travel accident insurance ($100,000) premiums |
| Total | $245,200 | — |
Additional program features:
- Director stock ownership guidelines: 5× annual cash retainer; until met, retain RSUs net of taxes; all non‑employee directors met guidelines except Fetter, Samuel, Sarsynski (on track within five years). Bradley not listed as exception (implies compliant).
- RSU grant date for 2024 awards: May 22, 2024 (following Annual Meeting).
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity | Time‑based RSUs with 1‑year vest; annual grant after Annual Meeting | No director‑specific performance metrics disclosed; 2024 director equity shown only as RSUs; no option awards reported for directors in 2024 |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict |
|---|---|---|
| Argo Group International Holdings, Ltd. | Former Executive Chairman/CEO; Non‑Executive Director; Non‑Executive Chair | No HMN‑disclosed interlocks; Compensation Committee interlocks none in 2024 |
Expertise & Qualifications
- Recognized Audit Committee financial expert; extensive finance/accounting background enhances oversight of reporting, controls, and audit quality.
- Deep insurance and financial services experience across P&C and life/retirement; prior CFO roles and P&C operating leadership inform risk, capital, and underwriting oversight.
- Senior leadership and corporate governance experience, including chair roles, supports board effectiveness.
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (shares) | 19,625 shares (as of March 15, 2025) |
| Shares outstanding (HMN) | 40,954,233 (record date March 17, 2025) |
| Ownership as % of outstanding | ~0.048% (19,625 ÷ 40,954,233) |
| Unvested RSUs (12/31/2024) | 3,917 RSUs |
| Hedging/pledging | Prohibited |
| Director ownership guideline | 5× annual cash retainer; Bradley compliant (not listed among exceptions) |
Governance Assessment
- Board effectiveness: Bradley chairs an active Audit Committee (9 meetings in 2024) with SEC‑defined financial expert status; remit includes emerging risks like AI, improving investor confidence in reporting oversight.
- Independence and engagement: Independent director; Board majority independent; robust attendance (no incumbent below 90% across Board/committees), supporting high engagement standards.
- Compensation governance signals: Hedging/pledging prohibitions, clawback compliance (Rule 10D‑1), minimum 1‑year vesting, and director ownership requirements demonstrate alignment and risk discipline.
- Shareholder feedback responsiveness: Say‑on‑pay support fell to 60.4% in 2024; Board/Committee conducted extensive outreach and tightened pay‑for‑performance (e.g., raised PBRSU weighting, increased CEO ownership guideline), indicating attentiveness to investor concerns.
- Conflicts/related‑party exposure: No Compensation Committee interlocks; related‑party transactions limited (e.g., BlackRock services) with Audit Committee oversight; no director‑specific related‑party issues disclosed.