Sector: Financials
CNO FINANCIAL GROUP INC · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
CEO and director since 2017; CNO's 3-year TSR of +100.4% outperforms the compensation peer group median by +50.7pp, well below the 65pp threshold required to trigger an against vote for strong-positive-TSR companies; no overboarding, attendance, independence, or other flags.
Independent director since 2023, within the 24-month exemption window; no TSR trigger applies; holds two public board seats (First Financial Bancorp and Federal Reserve Bank of Cleveland board, which is not a public company), no overboarding concern; no other flags.
Independent director since 2019; CNO's 3-year TSR outperforms the peer median by +50.7pp, below the 65pp trigger threshold; holds two public company board seats (Jack Henry, WEX), no overboarding; no other flags.
Independent director since January 2026, well within the 24-month new-director exemption; TSR trigger does not apply; no other flags.
Independent director since 2023, within the 24-month exemption window; no TSR trigger applies; holds one public board seat; no other flags.
Independent Board Chair since 2015; CNO's 3-year TSR of +100.4% outperforms the peer median by +50.7pp, below the 65pp trigger threshold for strong-positive-TSR companies; no overboarding; no other flags.
Independent director since 2021; CNO's 3-year TSR outperforms the peer median by +50.7pp, below the 65pp trigger threshold; holds no current disqualifying outside board seats (FNMA seat ended 2025); no other flags.
Independent director since 2020; CNO's 3-year TSR outperforms the peer median by +50.7pp, below the 65pp trigger threshold; no overboarding; CPA credentials support audit committee financial expertise; no other flags.
Independent director since 2024, within the 24-month new-director exemption; TSR trigger does not apply; no other flags.
All nine director nominees pass the policy screens. CNO's 3-year TSR of +100.4% outperforms the compensation peer group median by +50.7pp, which is below the 65pp underperformance threshold that applies when a company delivers strong positive absolute returns; accordingly the TSR trigger does not fire for any long-tenured director. No director is overboarded, attendance was approximately 95%+ across the board, all independent directors are correctly classified, and the board discloses a skills matrix. The vote is FOR all nominees.
CEO
Gary C. Bhojwani
Total Comp
$11,243,261
Prior Support
93%%
CEO total compensation of approximately $11.2 million is consistent with a mid-to-large financial services company of CNO's size and the pay mix is strongly performance-oriented — approximately 90% of CEO target pay is variable and at risk, well above the 50-60% minimum threshold required by policy. The pay-for-performance alignment check is satisfied: CNO's 3-year TSR of +100.4% outperforms the compensation peer group median by +50.7pp, meaning above-benchmark incentive pay is clearly justified by shareholder returns. Shareholders expressed 93% support at the 2025 annual meeting, indicating strong prior-year endorsement, and no structural concerns (e.g., uncapped awards, absence of clawbacks, or time-vested-only grants) are present.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for CNO's $3.7 billion market cap. The proxy filing text provided does not contain an itemized fee table with specific dollar amounts for audit fees and non-audit fees, so the non-audit fee ratio trigger cannot be calculated; per policy, the tenure trigger requires confirmed data and none is disclosed, so neither trigger fires. No material restatements are indicated. The default vote is FOR.
CNO's 2026 annual meeting ballot contains three standard proposals: election of nine directors, a say-on-pay advisory vote, and ratification of PricewaterhouseCoopers as auditor. All proposals receive a FOR vote determination — the director slate is clean with no TSR, overboarding, attendance, or independence concerns; the executive compensation program is heavily performance-based with strong TSR outperformance supporting above-target payouts; and PwC is an appropriate Big 4 auditor for the company with no fee ratio or restatement flags triggered.
13 companies disclosed in 2026 proxy filing
