Victor Fetter
HORACE MANN EDUCATORS CORP /DE/About Victor Fetter
Victor P. Fetter, age 56, is an independent director of Horace Mann Educators Corporation (HMN) since 2023. He is Global Chief Information Officer at Fortive (since January 2020) and previously served as Chief Digital Officer at Vertiv (2017–2019), CIO at LPL Financial, and CIO for Dell’s online division; he is NACD Directorship Certified and completed the NACD Cyber-Risk Oversight Program, bringing deep expertise in digital transformation, cybersecurity, and technology risk management. At HMN, he also serves as the Board’s designated Technology Liaison focused on cybersecurity and technology, including AI oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortive | Global Chief Information Officer | Jan 2020–present | Current executive role; relevant to board’s technology and cyber oversight (HMN Technology Liaison) |
| Vertiv | Chief Digital Officer | 2017–2019 | Led digital transformation; aligns with HMN’s tech oversight |
| LPL Financial | Chief Information Officer | Not disclosed | CIO leadership experience; technology risk perspective |
| Dell (online division) | CIO, online division | Not disclosed | E-commerce/online technology experience |
External Roles
| Organization/Program | Role/Status | Notes |
|---|---|---|
| National Association of Corporate Directors (NACD) | Directorship Certified | Completed NACD Cyber-Risk Oversight Program |
Board Governance
- Committee assignments: Audit Committee member (independent; committee met 9 times in 2024); Audit oversees financial reporting, ethics/compliance, internal controls, cybersecurity, and AI risk oversight. Fetter serves as Board Technology Liaison for cybersecurity/technology oversight.
- Independence: Determined independent; HMN board has eight of nine independent directors and an independent Board Chair.
- Attendance: Board met eight times in 2024; no incumbent director attended fewer than 90% of Board and applicable committee meetings; all nine directors attended last year’s Annual Meeting.
- Education/engagement: Directors must participate in at least one education program every two years (compliance affirmed); directors should advise before accepting other public boards.
- Hedging/pledging prohibition; stock ownership requirements apply to directors; clawbacks apply to executives (context for governance culture).
- Compensation committee interlocks: None; all comp committee members independent.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-chair director) | $85,000 | Paid after annual meeting; prorated if joining mid-year |
| Technology Liaison annual retainer | $15,000 | Formal board role focused on cybersecurity/technology |
| Fees earned/pd in cash (2024) | $100,000 | Reflects retainer(s) for 2024 |
| All other compensation (2024) | $46 | Insurance premiums (age-banded) |
| Total 2024 director compensation | $230,046 | Fees + RSUs + other compensation |
Performance Compensation
| Equity Award | Grant Value | Grant Date | Units/Status | Vesting |
|---|---|---|---|---|
| Annual RSU grant (non-employee director) | $130,000 | May 22, 2024 | Unvested RSUs as of 12/31/2024: 3,917 (each director) | 1-year vesting; directors may elect to defer cash into RSUs; dividends accrue per program |
Note: Director equity grants are service-vested RSUs without performance metrics; HMN does not use performance-based equity for non-employee directors.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company directorships | None disclosed for Fetter in HMN’s proxy biography |
| Committee interlocks | None; no compensation committee interlocks; no comp committee member was a current/former HMN officer in 2024 |
| Related-party transactions | HMN discloses BlackRock-related services/investments; otherwise no related person transactions required to be reported. No director-specific related transactions disclosed. |
Expertise & Qualifications
- Digital transformation, cybersecurity, technology risk management; supports Board oversight of AI, data privacy/security, fraud detection, and regulatory compliance.
- NACD Directorship Certified; completed NACD Cyber-Risk Oversight Program.
- Brings senior leadership experience across financial services and technology contexts (LPL, Dell).
Equity Ownership
| Item | Value | Method/Status |
|---|---|---|
| Beneficial ownership (shares) | 11,123 | As of March 15, 2025 |
| Shares outstanding | 40,954,233 | Record date March 17, 2025 |
| Ownership as % of outstanding | ~0.027% (11,123 ÷ 40,954,233) | Calculated from proxy data |
| Unvested RSUs | 3,917 (as of 12/31/2024) | Director annual grant; 1-year vesting |
| Director stock ownership guideline | 5x annual cash retainer | Applies to all non-employee directors |
| Compliance status | Not yet met; has five years to comply and on track | |
| Hedging/pledging | Prohibited for directors and executives |
Governance Assessment
- Strengths
- Independent director with deep technology/cyber expertise; formally designated Technology Liaison enhancing board oversight of AI, cybersecurity, and data privacy.
- Strong board independence (8 of 9), independent chair, robust committee structure; audit committee explicitly oversees AI-related risks; director education requirements and high attendance.
- Clear ownership and conduct policies: director equity requirements, prohibited hedging/pledging; active shareholder engagement on compensation; clawbacks for executives.
- Watch items / RED FLAGS
- Say-on-Pay approval fell to 60.4% at 2024 Annual Meeting, indicating investor concern on executive pay alignment; board/committee responded with program adjustments, but continued monitoring is warranted.
- Director ownership guideline not yet met for Fetter (allowed five-year window); alignment improving as RSUs vest, but remains a near-term monitoring point.
- Director compensation increased in 2024 (retainers and RSU grant values); while peer-referenced, pay inflation for directors should be tracked against performance and investor feedback.
- Conflicts/related party exposure
- No related person transactions disclosed involving Fetter; company discloses BlackRock service fees and fund commitments; audit committee reviews any related party transactions >$120,000 under policy.