Business Context and Reporting Period
This Form 8-K was filed by Conseco, Inc. (noting the metadata reference to CNO Financial Group, Inc.) on September 2, 2005. The report details material definitive agreements regarding executive compensation and leadership roles.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation terms.
- CEO Base Salary: Increased to $975,000 (effective May 1, 2005), up from $800,000.
- CEO Target Bonus: Increased to no less than 125% of base salary (up from 100%), with a maximum of 250%.
- Non-Executive Chairman Fee: Set at 150% of the base fees paid to non-employee directors (currently $140,000).
Material Changes
The primary material changes involve the amendment of the employment agreement for President and CEO William S. Kirsch and the role adjustment for Executive Chairman R. Glenn Hilliard.
- CEO Agreement: Replaced an interim agreement signed in August 2004. The term now expires on December 31, 2009 (previously August 12, 2009).
- Chairman Role: R. Glenn Hilliard will return to the position of Non-Executive Chairman effective September 10, 2005.
- Chairman Compensation Structure: 50% of the fee will be paid in cash and 50% in stock or stock-based compensation.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or discussion of market risks. The document notes that the description of the employment agreement is qualified in its entirety by reference to the full agreement attached as Exhibit 10.9.
Key Facts for Investor Verification
- Verify the total annual compensation cost for the CEO under the new bonus structure (125% to 250% of $975,000).
- Confirm the exact dollar amount of the Non-Executive Chairman fee based on the current $140,000 base fee for non-employee directors.
- Review the full Amended and Restated Employment Agreement (Exhibit 10.9) for additional terms not summarized in the 8-K.
- Check subsequent filings to confirm the effective date of R. Glenn Hilliard's return to the Non-Executive Chairman role.