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Corporate Governance

Horace Mann is committed to following corporate governance best practices to ensure a financially strong company that operates ethically and with integrity.

We follow corporate governance best practices:

  • Independent board majority; Horace Mann CEO only non-independent director
  • Separate CEO and Chairman
  • Diversity of director expertise, including leadership, insurance operations, agency management, finance, education, marketing and technology
  • Stock ownership requirement for directors and top executives
  • Limited executive benefits and perquisites
  • Clawback provision for both cash and equity awards
  • No company stock hedging or pledging
  • No excise tax gross-ups from a change in control
  • No poison pill

Board Diversity

Horace Mann believes in the importance of having a diverse Board in terms of age, ethnicity, gender, tenure and professional experience. The Nominating & Governance Committee is responsible for annually reviewing skills and characteristics of new Board members and the composition of the Board as a whole. This assessment includes consideration of experience, perspective, background, skill sets, age, ethnicity and gender makeup of the current Board, as well as candidates’ individual qualities in leadership, character judgment and ethical standards. Of the nine current Board members, five bring gender and racial/ethnic diversity to the board.

Board Composition Chart

Executive Compensation

The guiding principles of the executive compensation program include pay for performance, aligning executives’ interests with those of shareholders, driving long-term value creation, and ensuring a significant proportion of compensation is “at risk” based on the company’s performance. More than 75% of our CEO’s compensation, and more than 50% of compensation for the other named executive officers, is linked to performance- or equity-based incentives. Performance measures focus on absolute and relative shareholder return and are designed to incentivize operating growth and risk management.

Additionally, beginning in 2022, we will incorporate an ESG modifier into executive compensation programs to further incentivize key executives to advance our ESG initiatives over the long term.

ESG Oversight

The Horace Mann Board of Directors oversees the company’s environmental, social and governance strategy and priorities, with various committees responsible for different ESG aspects:

  • The Nominating & Governance Committee provides general oversight, as well as direction on governance, environmental risks and goals, and social risks and goals.
  • The Investment & Finance Committee oversees responsible investing strategy.
  • The Compensation Committee provides DEI oversight and direction on human capital management strategy.
  • The Audit Committee oversees the Enterprise Risk Management function, including cybersecurity, as well as ethics issues and policies, such as the Code of Conduct and Code of Ethics.

Horace Mann’s General Counsel is the strategic lead for our ESG/CSR activities and briefs the Board quarterly on the company’s environmental, social and governance initiatives and progress.