HORACE MANN EDUCATORS CORP /DE/
For the period ended May 14, 2025. Filed Apr 2, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 2, 2025
Contents
Pay Versus Performance
The following table sets forth information regarding the relationship between compensation of the Company’s Principal Executive Officer (PEO) and its non-PEO named executive officers, the total shareholder return of the Company and its peer group and the Company’s AIP adjusted core earnings during 2024, 2023, 2022 and 2021.
| Year · Summary Compensation Table Total for PEO (1) · Compensation Actually Paid to PEO (2) · Average Summary Compensation Table Total for Non-PEO NEOs (1) (3) · Average Compensation Actually Paid to Non-PEO NEOs (2) (3) · Value of Initial Fixed $100 Investment Based On: · Net Income/(Loss) (6) · AIP Adjusted Core Earnings (7) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return (4) · Peer Group Total Shareholder Return (4) (5) | ||||||||
| 2024 | 8,197,986 | 9,912,858 | 1,442,199 | 1,646,640 | 107.23 | 200.73 | 102.80 | 141.00 |
| 2023 | 6,135,530 | 4,161,252 | 1,258,388 | 1,004,322 | 86.04 | 158.28 | 45.00 | 85.50 |
| 2022 | 5,081,705 | 5,124,209 | 1,095,571 | 1,099,614 | 94.31 | 144.86 | (2.60) | 133.00 |
| 2021 | 6,118,977 | 5,555,002 | 1,299,216 | 1,197,525 | 94.37 | 131.54 | 142.80 | 161.70 |
(1)Represents the total compensation for our PEO, Ms. Zuraitis, and the average total compensation for our non-PEO NEOs from the Summary Compensation Table for 2024, 2023, 2022 and 2021.
(2)Represents the total compensation from the Summary Compensation Table for our PEO and the average total compensation for our non-PEO NEOs during 2024, 2023, 2022, and 2021 as adjusted to reflect changes in the fair value of outstanding stock and option awards in accordance with Item 402(v) of Regulation S-K.
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 43 |
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| Reconciliation of Summary Compensation Table and Compensation Actually Paid | PEO | ||||||
|---|---|---|---|---|---|---|---|
| 2024 · 2023 · 2022 · 2021 | |||||||
| Summary Compensation Table | 8,197,986 | 6,135,530 | 5,081,705 | 6,118,977 | |||
| Stock and Option Awards (a) | (4,160,000) | (3,848,000) | (3,000,000) | (2,700,000) | |||
| Equity Award Adjustments (b) | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in the Applicable Year | 4,854,661 | 3,188,263 | 3,013,866 | 2,605,028 | ||
| Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 321,552 | (1,706,428) | (290,878) | (605,669) | |||
| Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | 123,355 | (52,628) | 160,589 | (13,771) | |||
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 575,304 | 444,515 | 158,927 | 150,437 | |||
| Compensation Actually Paid | 9,912,858 | 4,161,252 | 5,124,209 | 5,555,002 | |||
| Reconciliation of Summary Compensation Table and Compensation Actually Paid | Average Non-PEO NEOs | ||||||
|---|---|---|---|---|---|---|---|
| 2024 · 2023 · 2022 · 2021 | |||||||
| Summary Compensation Table | 1,442,199 | 1,258,388 | 1,095,571 | 1,299,216 | |||
| Stock and Option Awards (a) | (470,000) | (518,750) | (456,250) | (431,250) | |||
| Equity Award Adjustments (b) | Fair Value at Year End of Outstanding and Unvested Equity Awards Granted in the Applicable Year | 548,553 | 447,408 | 458,634 | 416,695 | ||
| Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | 43,576 | (236,456) | (52,691) | (111,510) | |||
| Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year | 13,228 | (7,603) | 27,426 | (2,725) | |||
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | 69,084 | 61,335 | 26,924 | 27,099 | |||
| Compensation Actually Paid | 1,646,640 | 1,004,322 | 1,099,614 | 1,197,525 | |||
(a) Represents the aggregate grant date fair value of all equity awards in the Stock Awards and Stock Option Awards columns in the Summary Compensation Table for the applicable year.
(b) Represents the equity award adjustments which include: the year-end fair value of any stock and option awards granted in the covered fiscal year that are outstanding and unvested as of the end of the covered fiscal year; the amount of the change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value of any stock or option awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; for stock and option awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; and the dollar value of any dividends or other earnings paid on stock awards in the covered fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such stock award or included in any other component of total compensation for the covered fiscal year.
(3)Our non-PEO NEOs include the following individuals for each year: for 2024, Mr. Greenier, Mr. Conklin, Mr. Sharpe, Mr. McAnena, and Mr. Carley; for 2023, Mr. Conklin, Mr. Sharpe, Mr. McAnena, and Mr. Carley; for 2022, Mr. Conklin, Mr. Sharpe, Mr. Carley, and Mr. Desrochers; for 2021, Mr. Conklin, Mr. Sharpe, Mr. Carley, and Mr. Desrochers.
(4)Total Shareholder Return for each fiscal year is based on a $100 common equity investment at the close of December 31, 2020 measuring through and including the end of the applicable year.
(5)Represents the Total Shareholder Return for S&P 500 Insurance Industry peer group.
(6)The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. Result is rounded to the nearest million dollars.
(7)Represents the most important financial performance measure not otherwise reported in the above table that is used by the Company to link actual compensation paid during the most recent fiscal year to the Company’s performance, as required pursuant to Item 402(v) of Regulation S-K. The Company-selected measure is AIP adjusted core earnings, which is the Company’s net income calculated in accordance with GAAP adjusted to exclude the items described in the CD&A. Result is rounded to the nearest million dollars.
| 44 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement | Horace Mann Educators Corporation |
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The Compensation Committee considers the following financial measures to be the most important in aligning the long- and short-term incentive compensation of our PEO and other named executive officers with performance:
AIP adjusted core earnings
AIP adjusted return on equity
Total shareholder return
Insurance premiums and contract charges earned
| Horace Mann Educators Corporation | 2025 Annual Meeting of Shareholders Meeting Notice & Proxy Statement 45 |
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