CNO Financial : 2024 Proxy Statement

Notice of Annual Meeting of Shareholders

Voting Items

Proposal 1: To elect the eight directors nominated to the Board of Directors of the Company and named in the Proxy Statement, each for a one-year term ending in 2025.

Proposal 2: To approve, by non-binding advisory vote, the executive compensation of the Company's Named Executive Officers as disclosed in the Proxy Statement.

Proposal 3: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024.

Proposal 4: To approve the adoption of the Amended and Restated Section 382 Shareholder Rights Plan.

To consider other matters, if any, as may properly come before the Annual Meeting and any adjournment or postponement thereof.

The Board of Directors unanimously recommends that you vote FOR all director nominees and in favor of approving Proposals 2, 3 and 4.

Your Vote is Important.

In accordance with the rules of the U.S. Securities and Exchange Commission (the "SEC"), on or about March 27, 2024, we either mailed you a Notice of Internet Availability of Proxy Materials (the "Notice") notifying you how to vote online and how to access an electronic copy of this Proxy Statement and the Company's Annual Report to Shareholders (together referred to as the "Proxy Materials") or mailed you a complete set of the Proxy Materials and proxy card. If you have not received but would like to receive printed copies of these documents, including a proxy card in paper format, you should follow the instructions for requesting such materials contained in the Notice.

If you received a paper copy of the Proxy Materials, management and the Board of Directors (the "Board") respectfully request that you date, sign and return the enclosed proxy card in the postage-paid envelope so that we receive the proxy card prior to the Annual Meeting. Alternatively, you may follow the instructions on your proxy card or Notice for submitting a proxy electronically or by telephone. If your shares are held in the name of a bank, broker or other holder of record, please follow the procedures as described in the voting form that they send to you. If you subsequently attend the virtual meeting, you may withdraw your proxy and vote during the meeting. Our Proxy Statement follows. Our Proxy Statement (including all attachments), the Company's Annual Report to Shareholders (which includes the Annual Report on Form 10-K for the year ended December 31, 2023) (which is not deemed to be part of the official proxy soliciting materials), and any amendments to the foregoing materials that are required to be provided to shareholders are available atwww.proxyvote.com. Shareholders may obtain copies of the Proxy Statement, Annual Report to Shareholders (including financial statements and schedules thereto) and form of proxy relating to this or future meetings of the Company's shareholders, free of charge on our website atwww.CNOinc.comin the "Investors- Financials-SEC Filings" section, by calling (317) 817-2893 or by emailing the Company atir@CNOinc.com.

By Order of the Board of Directors,

Vice President, Deputy General Counsel and Secretary March 27, 2024

Carmel, Indiana

Table of Contents

Compensation Discussion and Analysis . . . . . . Compensation Committee Report . . . . . . . . . . . . Summary Compensation Table for 2023 . . . . . . Grants of Plan-Based Awards in 2023 . . . . . . . . Narrative Supplement to the Summary

About CNO Financial Group

Our Business

CNO Financial Group, Inc. ("CNO," the "Company," "we," "us," or "our") is a Fortune 1000™ company with $4.1 billion in total revenues for the year ended December 31, 2023. Our mission is to secure the future of middle-income America by providing insurance and financial services that help protect their health, income and retirement needs, while building enduring value for all our stakeholders. Our strategic plan focuses on delivering long-term value for our shareholders.

CNO has a unique set of highly valuable distribution assets that market our annuity, health and life insurance products and workforce benefits solutions. We view the financial results of our business based on our consolidated product line segments (annuity, health and life) and the investment and fee income segments.

CNO's operating model is divided into the Consumer and Worksite Divisions, which aligns to the customers we serve. This transformative business structure was first introduced in January 2020 and continues to be an effective configuration that drives clear business results today.

Operating in both our Consumer and Worksite channels, our exclusive agent distribution force is among the largest in the industry and has deep and established customer relationships. We also operate a leading* direct-to-consumer life insurance business with significant brand awareness and a highly leverageable platform. Our integrated distribution is designed to optimize lead sharing and cross-sell opportunities between channels.

In 2023, we further capitalized on our unique ability to marry a virtual connection with our in-person agents who complete the critical "last mile" of sales and service delivery. Throughout 2023, our focus remained squarely on delivering growth and executing our strategic priorities. Our full-year performance underscores the health and strength of our business model and lays the foundation for sustained profitable growth.

2023 Business and Operational Highlights

CNO delivered solid 2023 financial results, reinforcing the strength of our diverse and integrated distribution model and broad product portfolio. We continued to optimize our business realignment and delivered exceptional full-year operating performance.

Within the Consumer Division, we increased agent counts every quarter and reported record growth across multiple product categories. This success was spurred by continued deepening of the integration between our direct-to-consumer and exclusive field agency channels, which drives cross-channel efficiencies to better serve our customers. Our customers can engage with us online, over the phone, virtually, in person with a local agent or a combination of interactions. The ability to provide customers with this type of hybrid experience - an integrated blend of virtual and local service - is key to how we think about serving our market. It allows us to build deeper, more meaningful relationships with our underserved middle-market clients and establish a level of trust that is difficult to duplicate without local agents. We enhanced our Consumer Division product portfolio with multiple new product introductions. We also increased the number of Medicare Advantage carrier plans available through our online health insurance marketplace, ensuring that we can offer more choices in each local market.

Within the Worksite Division, we saw continued success from the launch of Optavise, which unified our Worksite business under a single brand. Optavise offers a single source for employers and employees to access voluntary benefits insurance products and fee-based services, including expert guidance, advocacy services and benefits administration technology. We continued to deploy initiatives to position us for growth in the ever-changing workplace environment, leading to considerable growth in both insurance sales and agent force results. Further integrating our unique set of capabilities will get us deeper into the employer/employee value chain and strengthen our position to capture future growth.

Our fee businesses continued to grow on both the top and bottom lines, complementing our underwriting and spread-based earnings and further diversifying our sources of revenue.

Our high-quality investment portfolio delivered strong returns and credit performance. Net investment income results benefited from the combination of strong new money rates and sales production, which drove growth in net insurance liabilities and the assets supporting them.

*Based on Company research of carrier-owned direct-to-consumer programs and carrier-owned captive agencies.

Company Initiatives

CNO's mission is to secure the future of middle-income America by providing insurance and financial services that help protect their health, income and retirement needs, while building enduring value for all our stakeholders.

Our strategic objectives remain aligned to past years:

• » Focus on serving the underserved middle-income market.

• » Extend the breadth and depth of our product offerings.

• » Leverage our diverse and integrated distribution channels and broad product and services portfolio.

• » Enhance the customer experience.

• » Deploy excess capital to its highest and best use.

Our Board frequently discusses our strategy with management and holds a multi-day, long-term strategy session each year.

Company Results

Strong Financial and Operational Performance

As a result of the positive momentum created by growth initiatives that were implemented over the past few years and strong management execution against those initiatives, we delivered solid results in 2023.

» We reported net income of $276.5 million, or $2.40 per diluted share, compared to $630.6 million, or $5.36 per diluted share, in 2022.

• • Net income in 2023 and 2022 reflected non-economic market impacts that increased (decreased) earnings by $(18.8) million and $334.9 million, respectively.

» Net operating income(1) was $356.1 million, or $3.09 per diluted share, compared to $360.4 million, or $3.06 per diluted share, in 2022.

• • Results reflect stable underlying insurance product margins supported by our diversified product suite and strong investment income.

• • Fee income improved as we grew fee revenue and expanded margins.

• • Demand for our products continued to grow and we reported sales momentum across each division and multiple product categories. Compared to the prior year, total new annualized premium ("NAP") was up 9%.

• • In the Consumer Division, total NAP was up 6%, led by 16% sales growth in Field Agent NAP.

• • Client assets in brokerage and advisory were up 20% year-over-year to a record $3.2 billion.

• • Demand for Worksite products exceeded pre-pandemic levels, with life and health insurance NAP up 29% in the Division.

• • Producing agent count grew every quarter of 2023 across both divisions, with the Consumer Division up 9% and the Worksite Division up 27%.

• • Policy persistency was solid for the year.

Disciplined Expense Management

The insurance industry faced significant expense-related headwinds in 2023 from higher inflation and regulatory administration. In response, we remained focused on balancing expense discipline and operating efficiency against continued investments to drive profitable growth and enhance our technology capabilities and customer service. We posted a full year expense ratio, excluding significant items, of 19.4%, which aligned with our stated guidance for the year.

(1) Net operating income; net operating income per diluted share; operating earnings per share; book value per diluted share, excluding accumulated other comprehensive income (loss); debt to total capital ratio, excluding accumulated other comprehensive income (loss); and free cash flow, are non-GAAP financial measures. See Annex A for a description of these measures and a reconciliation to the corresponding GAAP measure.

Returning Capital to Shareholders

CNO remains committed to prudent capital management, including deploying its free cash flow into investments to accelerate profitable growth, common stock dividends and share repurchases.

• » In 2023, the Company generated $311 million in free cash flow,(1) including the impact of the new Bermuda affiliate described below. We returned $233 million to shareholders - $165 million in the form of share repurchases, which reduced our diluted share count outstanding by 4%, and $68 million in the form of common stock dividends.

• » For the 10-year period ended December 31, 2023, we returned $3.1 billion to shareholders - $2.5 billion in the form of securities repurchases, which reduced our share count by 50% during this period, and $0.6 billion in the form of common stock dividends.

• » As of December 31, 2023, we had $521.8 million of share repurchase authorization remaining.

Solid Capital and Liquidity

We ended 2023 with capital and liquidity results well above target levels.

• » The unrestricted cash and investments held by CNO and its non-insurance subsidiaries was $256 million, and we had a consolidated risk-based capital ratio of 402% at December 31, 2023.

• » We enhanced our capital efficiency by establishing a Bermuda affiliate, CNO Bermuda Re, and executed its first reinsurance transaction.

• » Book value per diluted share, excluding accumulated other comprehensive income (loss),(1) increased to $33.94 at the end of 2023 from $31.89 at the end of 2022.

• » Our debt to total capital ratio at the end of 2023, excluding accumulated other comprehensive income (loss),(1) was 23.1%.

• » Our senior debt is rated as investment grade by all four primary rating agencies. During the year, Fitch upgraded our Insurer Financial Strength (IFS) rating to A.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*

CNO Financial Group, Inc.

S&P Life & Health Insurance

S&P MidCap 400

* $100 invested on 12/31/18 in stock or index, including reinvestment of dividends.

(1) Net operating income; net operating income per diluted share; operating earnings per share; book value per diluted share, excluding accumulated other comprehensive income (loss); debt to total capital ratio, excluding accumulated other comprehensive income (loss); and free cash flow, are non-GAAP financial measures. See Annex A for a description of these measures and a reconciliation to the corresponding GAAP measure.

Annual Meeting Information

Q: How are proxies solicited, and who pays the costs of soliciting them?

Proxies may be solicited by mail, telephone, internet or in person. Proxies may be solicited by members of the Board, officers and other Company representatives. All expenses relating to the preparation and distribution to shareholders of the Notice, the Proxy Materials and the form of proxy will be paid by CNO.

Q: Who is entitled to vote?

Only holders of record of shares of CNO's common stock, par value $0.01 per share, as of the close of business on March 11, 2024 will be entitled to vote at the Annual Meeting. On such record date, CNO had 108,644,555 shares of common stock outstanding and entitled to vote at the Annual Meeting and any adjournment or postponement thereof. Each share of common stock will be entitled to one vote with respect to each matter submitted to a vote at the Annual Meeting. Information on how to vote by internet, phone, mail or during the Annual Meeting is set forth below.

Q: What constitutes a quorum at the Annual Meeting?

The presence in person or by proxy of the holders of a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting is necessary to constitute a quorum.

Q: How do I attend the Annual Meeting?

You will be able to attend, vote and submit your questions during the Annual Meeting via live webcast by visitingwww.virtualshareholdermeeting.com/CNO2024. To participate in the meeting, you must have your 16-digit control number that is shown on your Notice or on your proxy card if you receive the Proxy Materials by mail. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log-in webpage.

Q: How do I submit a question to be answered during the Annual Meeting?

This year's shareholders' question-and-answer session will include questions submitted in advance of, and questions submitted live during, the Annual Meeting. If you would like to submit a question in advance of the Annual Meeting, please email your question toir@CNOinc.com. If you would like to submit a question during the Annual Meeting, once you have logged into the webcast, simply type your question in the "ask a question" box and click "submit." Questions pertinent to meeting matters will be answered during the Annual Meeting, subject to time constraints. Any questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints will be posted on the Company's website after the Annual Meeting.

Q: What will I be voting on at the Annual Meeting?

You are being asked to:

1. Elect the eight directors nominated to the Board;

• 2. Approve, by non-binding advisory vote, the executive compensation of the Company's Named Executive Officers (NEOs) as disclosed in the Proxy Statement;

• 3. Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024; and

• 4. Approve the adoption of the Amended and Restated Section 382 Shareholder Rights Plan.

The Board unanimously recommends that you vote FOR all director nominees and in favor of approving Proposals 2, 3 and 4.

While it's possible that other matters could come up for a vote at the meeting, the Board is not presently aware of any such matters.

Q: How many votes are needed to approve each proposal?

Assuming that a quorum is present, a majority of the votes cast in person or by proxy by the holders of shares entitled to vote at the Annual Meeting is required to elect each director. Proposals 2, 3 and 4 are approved with the affirmative vote of a majority of the shares represented in person or by proxy and entitled to vote on the applicable subject matter.

Q: How do abstentions, unmarked proxy cards and broker non-votes affect the voting results?

Abstentions: Abstentions and shares represented by "broker non-votes," as described below, are counted as present and entitled to vote for the purpose of determining a quorum. Abstentions from voting will have no impact on the election of directors (Proposal 1) and will have the same effect as voting against Proposals 2, 3 and 4.

Unmarked Proxy Cards: If you submit a proxy card without giving specific voting instructions, your shares will be voted in accordance with the Board recommendations set forth above.

Broker Non-Votes: A broker non-vote occurs if you hold your shares in street name and do not provide voting instructions to your broker, bank or other holder of record on a proposal and your broker, bank or other holder of record does not have discretionary authority to vote on such proposal. The New York Stock Exchange ("NYSE") rules determine whether uninstructed brokers have discretionary voting power on a particular proposal. Under NYSE rules, the ratification of the selection of an independent registered public accounting firm (Proposal 3) is considered a "routine" matter, and your broker, bank or other holder of record generally will have discretion to vote your shares on Proposal 3 if you have not furnished voting instructions. Brokers, however, do not have discretion to vote on Proposals 1, 2 or 4 because they are considered "non-routine matters." If you do not provide your broker with voting instructions for those proposals, then your broker will not have discretion to vote your shares on those proposals and will report your shares as "broker non-votes." Broker non-votes will have no effect on the outcomes of Proposals 1, 2 and 4 because although the shares are counted as present for the purpose of establishing a quorum, broker non-votes are not counted for the purpose of determining the number of shares present (in person or by proxy) and entitled to vote on particular proposals. As a result, broker non-votes will not be counted in the tabulation of voting results for Proposals 1, 2 and 4.

Q: Why did I receive this Proxy Statement or Notice of Internet Availability of Proxy Materials?

On or about March 27, 2024, we either mailed you (i) a Notice detailing how to vote online and how to access an electronic copy of the Proxy Materials or (2) a complete set of the Proxy Materials. If you received the Notice but would like to receive printed copies of the Proxy Materials and proxy card, please follow the instructions for requesting such materials in the Notice. A completed proxy should be returned in the envelope provided to you for that purpose (if you have requested or received a paper copy of the Proxy Materials) for delivery no later than May 8, 2024, as further detailed below. If the form of proxy is properly executed and delivered in time for the Annual Meeting, the named proxy holders will vote the shares represented by the proxy in accordance with the instructions marked on the proxy.

Each shareholder may appoint a person (who need not be a shareholder) other than the persons named in the proxy to represent him or her at the Annual Meeting by properly completing a proxy. Persons appointed as proxies may vote at their discretion on other matters as may properly come before the meeting.

Whether or not you plan to attend the Annual Meeting, we encourage you to grant a proxy to vote your shares.

Q: How do I vote?

You may vote:

ONLINE. You can vote in advance of the Annual Meeting atwww.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number that is shown on your Notice or on your proxy card (if you received a paper copy of the Proxy Materials).

You may attend the Annual Meeting via the webcast and vote during the Annual Meeting. The Annual Meeting can be accessed by visitingwww.virtualshareholdermeeting.com/CNO2024and entering the 16-digit control number that is shown on your Notice or on your proxy card (if you received a paper copy of the Proxy Materials). Please have your Notice in hand when you access the website and then follow the instructions.

BY TELEPHONE. You can vote using a touch-tone telephone by calling the toll-free number included on your Notice, 24 hours a day, seven days a week. You will need the 16-digit control number that is shown on your Notice or on your proxy card (if you received a paper copy of the Proxy Materials).

The internet and telephone voting procedures, which comply with Delaware law and the SEC rules, are designed to authenticate shareholders' identities, to allow shareholders to vote their shares and to confirm that their instructions have been properly recorded.

BY MAIL. If you have received a paper copy of the Proxy Materials by mail, you may complete, sign, date and return by mail the paper proxy card sent to you in the envelope provided to you with your Proxy Materials.

Q: What if my voting shares are held in street name?

If you hold your shares in street name (that is, if you hold your shares through a broker, bank or other holder of record), you must follow the instructions printed on your voting instruction form. In most instances, you will be able to submit voting instructions to your bank, broker or other holder of record over the internet, by telephone or by mail.

If you want to vote virtually at the Annual Meeting and hold your shares in street name, you must obtain a legal proxy from your bank, broker or other holder of record authorizing you to vote and follow the instructions printed on your voting instruction form.

Q: What is the deadline for submitting votes by internet, telephone or mail?

Proxies submitted over the internet or by telephone as described above must be received by 11:59 p.m. Eastern Daylight Time on May 8, 2024.

Proxies submitted by mail should be returned in the envelope provided to you with your paper proxy card or voting instruction form and must be received no later than May 8, 2024.

Please note that you may receive multiple copies of the Notice or Proxy Materials (electronically and/or by mail). These materials may not be duplicates as you may receive separate copies of the Notice or Proxy Materials for each type of account in which you hold shares. Please be sure to vote all of your shares in each of your accounts in accordance with the directions that you receive. In the case of duplicate votes for shares in a particular account, only your last vote will count.

Q: Can I revoke my proxy or change my vote after I vote my proxy?

A shareholder may revoke a proxy at any time before it is exercised by mailing or delivering to the Corporate Secretary a written notice of revocation or a later-dated proxy, or by attending the virtual Annual Meeting and voting.

Proposal 1

Election of Directors

Eight individuals are nominated for election to the Board at the Annual Meeting for one-year terms expiring at the 2025 Annual Meeting. Each nominee is a current member of the Board. All directors will serve until their successors are duly elected and qualified. Mr. David will retire from the Board at the conclusion of the current term, which ends at the close of the Annual Meeting. The table below lists each director nominee and our current directors' membership on the five committees of the Board: Audit & Enterprise Risk ("Audit Committee"), Governance & Nominating ("Governance Committee"), Human Resources & Compensation ("HR/Compensation Committee" or "HRCC"), Investment and Executive.

The Board of Directors unanimously recommends you vote FOR the election of all director nominees.

Committee Memberships

Director Nominees

Gary C. Bhojwani

Chief Executive Officer, CNO Financial Group, Inc.

Archie M. Brown

President and Chief Executive Officer,

First Financial Bancorp and First Financial Bank

David B. Foss

Board Chair and Chief Executive Officer, Jack Henry & Associates, Inc.

Mary R. (Nina) Henderson Former Corporate Vice President,

Bestfoods and Former President, Bestfoods Grocery

Adrianne B. Lee

Chief Financial and Administrative Officer, Beyond, Inc.

Daniel R. Maurer

Board Chair, CNO Financial Group, Inc. Former Executive, Intuit Inc.

Chetlur S. Ragavan

Former Executive Vice President and Chief Risk Officer, Voya Financial, Inc.

Steven E. Shebik

Former Vice Chair, The Allstate Corporation and Allstate Insurance Company

Retiring Director

Stephen N. David Senior Advisor,

The Boston Consulting Group

★ Independent

▲ Chair

• ● Member

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Disclaimer

CNO Financial Group Inc. published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 March 2024 21:09:28 UTC.