ASSURANT, INC.
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant
Filed by a Party other than the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
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Preliminary Proxy Statement | ||||
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | ||||
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Definitive Proxy Statement | ||||
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Definitive Additional Materials | ||||
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Soliciting Material under § 240.14a-12 | ||||
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required. | ||||||||||
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Fee paid previously with preliminary materials. | ||||||||||
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||||||||||
PROXY STATEMENT
2024
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |
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Helping people thrive
in a connected world.
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| Welcome Letter |
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April 4, 2024
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Dear Fellow Stockholder:
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In 2023, we continued our journey to be the leading global business services company supporting the advancement of the connected world. We achieved significant profitable growth in 2023, maintaining a strong capital position and generating sustained momentum throughout our businesses. We further strengthened our business portfolio, continued to drive greater operational excellence including through the implementation of digital-first initiatives, and prioritized investments in our business to drive growth and innovation. We delivered new products and services, including solutions that underscore our commitment to being a socially responsible company while also ensuring we support and develop our diverse talent globally. We gained momentum in 2023, remaining relentlessly focused on serving our clients, customers and employees, and driving long-term value.
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As we celebrate our 20
th
year as a publicly traded company in 2024, the Board of Directors and Management Committee of Assurant continue to collaborate closely to ensure that the Company meets its commitments to our stockholders and other key stakeholders, including our employees, customers, partners and the communities in which we operate.
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As previously announced, Robert Stein’s retirement from the Board, in accordance with the director retirement policy under our Corporate Governance Guidelines, will become effective on the day of our 2024 Annual Meeting. In addition, Juan Cento has decided to retire from the Board effective on the day of our 2024 Annual Meeting. We would like to thank Bob for his 13 years of service and Juan for his 18 years of service. Their dedication, insight and contributions have been invaluable to the Company.
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As our strategy progresses, our Board has evolved to reflect the business expertise that underpins our strategic growth enablement, including in areas such as technology, operations, governance and finance
. Our directors’ expertise enables them to provide Assurant with sound judgment and global guidance. We believe the Board’s diversity of race, ethnicity, gender, age, background, experience and perspectives contributes to its effectiveness in overseeing risk and providing strategic direction that positions Assurant for long-term success and value creation in a dynamic environment. We are proud that nearly two-thirds of our Board is gender, racially or ethnically diverse.
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In 2023, our ongoing stockholder engagement program provided us the opportunity to speak with 40% of our shareholders, and highlighted board oversight and refreshment, recent executive management appointments, changes to align the 2023 executive compensation plans with the evolution of the Company’s performance metrics, and advancements in our sustainability efforts related to talent, products and climate. We look forward to continuing this important dialogue with our investors in 2024.
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We invite you to attend the Annual Meeting of Stockholders of Assurant, Inc. to be held virtually on May 23, 2024, at 8:00 a.m. Eastern Time. At the Annual Meeting, you will be asked to elect directors; ratify the appointment of the Company’s independent registered public accounting firm; and cast an advisory say-on-pay vote approving the compensation of the Company’s named executive officers for 2023. Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy in advance of the meeting by using one of the methods described herein.
Thank you for your continued confidence and support.
Sincerely,
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Elaine D. Rosen
Non-Executive Chair of the Board
Assurant, Inc.
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Keith W. Demmings
President, Chief Executive Officer and Director
Assurant, Inc.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Notice of 2024 Annual Meeting of Stockholders |
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Notice of 2024 Annual Meeting of Stockholders
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May 23, 2024, 8:00 a.m. Eastern Time | ||||||||||
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Virtual Meeting Website: www.virtualshareholdermeeting.com/AIZ2024
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To elect eleven directors named in the accompanying proxy statement to our Board of Directors to serve until the 2025 Annual Meeting of Stockholders;
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To ratify the appointment of PricewaterhouseCoopers LLP as Assurant’s independent registered public accounting firm for the year ending December 31, 2024;
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To cast an advisory say-on-pay vote approving the compensation of the Company’s named executive officers for 2023; and
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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.
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Holders of record of the Company’s common stock at the close of business on March 25, 2024 are entitled to receive this notice and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting. | ||||||||||
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Whether or not you plan to attend the Annual Meeting, we hope that you will read this proxy statement and submit your vote via the Internet, by telephone, or by requesting a printed copy of the proxy materials and completing, signing and returning the proxy card as instructed.
VOTE BY INTERNET – www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 22, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 20, 2024 for shares held in a plan. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
VOTE BY PHONE – 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 22, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 20, 2024 for shares held in a plan. Have your proxy card in hand when you call and then follow the instructions.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Notice of 2024 Annual Meeting of Stockholders |
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We are relying on the “Notice and Access” rule of the U.S. Securities and Exchange Commission (the “SEC”) that permits companies to provide proxy materials to their stockholders via the Internet, unless they request printed copies of such materials. Electronic delivery allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials. Instructions are provided in our communications to you about how to access the materials and vote. On April 4, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials to our stockholders informing them that our proxy statement, 2023 annual report to stockholders and voting instructions are available on the Internet as of such date and will provide a printed or emailed copy of our proxy materials to those stockholders who requested delivery by such methods.
Thank you for your consideration of the proposals listed above.
By Order of the Board of Directors,
Mariana Wisk
Senior Vice President and Corporate Secretary
April 4, 2024
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 23, 2024
The Assurant Proxy Statement and Annual Report are available at
www.proxyvote.com
You will need your 12-digit control number, listed on the Notice, to access these materials and to vote.
EACH VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE PROMPTLY SUBMIT YOUR VOTE VIA THE INTERNET, BY MAIL OR BY TELEPHONE, AS EXPLAINED ABOVE.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Summary Information |
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Summary Information
Provided below is a summary of certain information contained in this proxy statement. Before casting your vote, please refer to the complete proxy statement and the 2023 annual report to stockholders.
MATTERS TO BE VOTED ON
| Proposals | Board Recommendation | Page | ||||||||||||||||||
| Election of 11 Director Nominees | FOR | 11 | ||||||||||||||||||
| Ratification of Appointment of PricewaterhouseCoopers LLP as Assurant’s Independent Registered Public Accounting Firm for 2024 | FOR | 25 | ||||||||||||||||||
| Advisory Approval of 2023 Compensation of Named Executive Officers | FOR | 26 | ||||||||||||||||||
2023 HIGHLIGHTS
Assurant, Inc. (“Assurant” or the “Company”) is a leading global business services company that supports, protects and connects major consumer purchases. Assurant supports the advancement of the connected world by partnering with the world’s leading brands to develop innovative solutions and to deliver an enhanced customer experience. Assurant operates in North America, Latin America, Europe and Asia Pacific through two operating segments: Global Lifestyle and Global Housing. With our portfolio of market-leading service-oriented businesses, we strive for outperformance through sustained profitable growth and strategic capital deployment.
We achieved significant profitable growth in 2023, maintained a strong capital position and generated significant momentum throughout our business. Our results reflect our focus on further strengthening our business portfolio and driving operational excellence, including implementing digital-first initiatives across our operations, while accelerating innovation and investing in our business. Through active portfolio management, we exited businesses that are not core to our long-term strategy. We continued to expand partnerships with key clients and win new clients, deliver new and innovative solutions and execute on our commitment to being a socially responsible company for our stakeholders. We advanced our goals to reduce our environmental impact, and we remained focused on engaging and developing our diverse talent pool.
We realized benefits from the actions we announced in 2022 to simplify our business portfolio and corporate real estate and realign our organizational structure, allowing us to reinvest throughout the enterprise. We amended and extended our 2022 restructuring plan to include additional actions within these initiatives, including further consolidation of our real estate portfolio and additional changes to our organizational structure, which we believe will drive greater operational efficiency to support our long-term profitable growth and value creation. We expect to complete these actions by mid-2024.
In November 2023, we realigned our executive team to support our global growth strategy by appointing Keith Meier as Chief Financial Officer and Francesca Luthi as Chief Operating Officer. The appointments represented our ability to deploy our deep bench of talent and evolve from a position of strength.
Throughout the year, we have maintained a strong balance sheet, generated $772.6 million in dividends or returns of capital from our subsidiaries (net of infusions of liquid assets and excluding amounts used for acquisitions or received from dispositions) and returned $352.3 million to shareholders through share repurchases and common stock dividends. In February 2023, we issued $175.0 million of 6.10% senior notes
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Summary Information |
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due 2026 and used the net proceeds, together with cash on hand, to redeem a portion of the $225.0 million outstanding aggregate principal amount of our 4.20% senior notes due 2023.
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Financial Highlights
1
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2023 net earned premiums, fees and other income from the Global Housing and Global Lifestyle segments of $10.70 billion
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2023 net income of $642.5 million, Adjusted EBITDA, excluding reportable catastrophes, of $1.37 billion
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2023 net income per diluted share of $11.95, Adjusted earnings, excluding reportable catastrophes, p
er diluted share of $17.13
and net operating income per diluted share (“NOI EPS”), excluding reportable catastrophes, of $15.98
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2020-2022 cumulative net income from continuing operations per diluted share of $22.07 and NOI EPS, excluding reportable catastrophes, of $34.82
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Total stockholder return was 37.52% in 2023
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1
Certain measures are non-GAAP. A reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in Appendix A hereto.
2
Total stockholder return is based on stock price increase plus reinvestment of dividends paid. For additional information, see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Stock Performance Graph” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Form 10-K”).
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Strong Balance Sheet and Disciplined Capital Management
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In 2023, Assurant:
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Returned $352.3 million to stockholders through share repurchases and common stock dividends
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Repurchased 1.3 million shares of common stock for $200.0 million
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Increased the quarterly common stock dividend in November by 3% to $0.72 per share | ||||||||||
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Refinanced $175.0 million of debt and repaid $50.0 million of debt at maturity | ||||||||||
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Ended the year with $606.1 million of holding company liquidity, $381.1 million above our targeted minimum level of $225.0 million | ||||||||||
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Maintained investment grade debt ratings and, as of December 31, 2023, a debt to total capital ratio of 30.2%
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Summary Information |
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CORPORATE GOVERNANCE HIGHLIGHTS
Assurant is committed to strong corporate governance practices. Highlights of the Company’s Board of Directors and corporate governance practices include:
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Independent Board Chair and independent Board (except for CEO), with 100% independent Board committees | ||||||||||||||||
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Annual election of directors | ||||||||||||||||
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Majority vote and director resignation policy for directors | ||||||||||||||||
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Annual Board and Committee self-evaluations, including periodic individual director evaluations | ||||||||||||||||
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Limits on public company board and audit committee service | ||||||||||||||||
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Regular executive sessions of independent directors, generally at each Board and Committee meeting | ||||||||||||||||
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Board skills and experience have continued to evolve with strategy, with continued focus on diversity | ||||||||||||||||
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Appropriate mix of director diversity and tenure, with four diverse directors holding Board Chair and Committee Chair roles | ||||||||||||||||
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Ongoing Board refreshment with two new independent, diverse directors added in the last two years | ||||||||||||||||
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Data for Direc
tor Nominees
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| Stockholder Rights and Stockholder Engagement | |||||||||||||||||
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No supermajority voting provisions | ||||||||||||||||
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Proxy access rights for stockholders | ||||||||||||||||
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No stockholder rights plan | ||||||||||||||||
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Regular stockholder engagement | ||||||||||||||||
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Summary Information |
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| Commitment to Sustainability | |||||||||||
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Our sustainability strategic framework includes: being a responsible employer that values DEI and investing in talent; having a meaningful impact on society by strengthening communities and investing sustainably; anticipating and meeting our customer commitments and the needs of the people we serve; and adhering to unwavering standards of integrity and ethics. | ||||||||||
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Ongoing Board and committee oversight of environmental, social, and governance (“ESG”) strategy, initiatives and policies
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Assurant’s ESG Oversight Action Committee, comprised of select Management Committee members and senior management across key functional areas, provides oversight of the Company’s business-aligned ESG strategy
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Demonstrated commitment to ongoing transparency, including the Company’s annual sustainability report, incorporating third party independent verification of GHG emissions information, as well as voluntary disclosure of the Company’s CDP Climate Change submission and EEO-1 Consolidated Report | ||||||||||
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Regular stockholder engagement includes discussion regarding sustainability strategy and initiatives
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For additional information about our commitment to sustainability, please see “Sustainability” beginning on page 41.
COMPENSATION HIGHLIGHTS
Assurant’s executive compensation programs are designed to align Company performance, strategic objectives, and stockholder interests. Our executive compensation programs reflect our strong pay-for-performance philosophy. We link the interests of our named executive officers (“NEOs”) with those of our stockholders by directly tying a majority of our NEO compensation with the Company’s stock price performance and financial performance.
| Executive Compensation Program Changes in 2023 | ||||||||||||||
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In 2023, the Company updated the metrics to its compensation plans to align with the evolution of its performance metrics.
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For the short-term incentive compensation plan, we moved to the following metrics and weighting: Adjusted EBITDA, excluding reportable catastrophes (50%), net earned premiums, fees and other income (30%), and a new individual performance component (20%).
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For the long-term
incentive compensation plan, we moved to the following
metrics and weighting: Adjusted earnings, excluding reportable catastrophes, per diluted share (50%), and no change to the relative
TSR metric (50%).
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| Continuing Pay for Performance Commitment | ||||||||||||||
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A significant portion of short- and long-term executive compensation is directly tied to the Company’s overall performance and profitable growth; in 2023, 89% of the CEO’s and 77% of the NEOs’ average target compensation was variable | |||||||||||||
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The performance stock unit (“PSU”) component of the Company’s long-term incentive award represented 75% of the overall incentive compensation opportunity for NEOs and the restricted stock unit (“RSU”) component represented 25% of this opportunity | |||||||||||||
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Maximum payout under the Company’s incentive compensation plans is capped at 200% of each executive officer’s target opportunity | |||||||||||||
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There is no payout under the Company’s incentive compensation plans if performance does not meet a minimum performance level | |||||||||||||
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Summary Information |
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| Strong Executive Compensation Governance | ||||||||||||||
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A clawback policy and recoupment provisions apply to current and former executive officers in the event of financial statement restatement and specified personal misconduct | |||||||||||||
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We have robust stock ownership guidelines for executive officers and directors | |||||||||||||
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Employees and directors are prohibited from hedging and pledging of Company securities | |||||||||||||
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No dividend equivalents are paid on unvested PSUs | |||||||||||||
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Executive officer change in control agreements contain a “double trigger” and no excise tax gross-ups | |||||||||||||
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No single trigger change in control vesting | |||||||||||||
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No tax gross-ups | |||||||||||||
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Awards are subject to both minimum vesting requirements and the Company’s clawback policy | |||||||||||||
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No liberal share recycling on stock options and stock appreciation rights (“SAR”) | |||||||||||||
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No stock option and SAR repricing in the event such awards are granted | |||||||||||||
| Support for Executive Compensation | ||||||||||||||
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Strong support for our executive compensation programs with approximately 96% of votes cast approving our advisory say-on-pay resolution in 2023 | |||||||||||||
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Regular stockholder engagement includes discussion regarding executive compensation | |||||||||||||
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viii
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Table of Contents |
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Table of Contents
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Board and Committee M
eetings and Executive Sessions
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Communicating with the Independent Chair
, the Board of Directors and The Audit Committee
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Table of Contents |
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Review, Approval and Monitoring of Transactions with Related Persons
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A-
1
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
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Proposals Requiring Your Vote
PROPOSAL ONE - ELECTION OF DIRECTORS
We have 11 directors nominated for election to serve until the 2025 Annual Meeting or until their respective successors have been elected and qualified. In the absence of contrary instructions, it is the intention of the persons named in the accompanying proxy to vote for the nominees listed below. If any nominee becomes unavailable to serve for any reason, the proxies solicited hereby will be voted for election of the person, if any, designated by the Board to replace that nominee or the Board may reduce its size. Proxies cannot be voted for a greater number of persons than the 11 nominees.
The following biographies summarize the director nominees’ tenure on the Assurant Board,
current Board committee service, business experience, other board positions held during at least the last five year
s and the particular experience and skills that led the Board to conclude that they should serve as directors. We have also included a chart that summarizes the skills and experience of each director, as well as demographic information.
The experience and skills we believe are important for our Board to have include:
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Corporate Governance Sustainability.
Experience with corporate governance, including with public company boards, or with sustainability initiatives, including diversity, equity and inclusion, supports our goals of strong Board and management accountability, transparency, and long-term stockholder value through a sustainable model.
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Finance, Capital and Investments.
Knowledge and experience in finance, accounting and financial reporting, as well as financial markets, capital management and investments, helps our directors oversee our financial position, financial reporting and internal controls, as well as financing activities, capital structure and investment strategy.
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Industry Experience.
Directors with relevant industry experience, including insurance, business services and the industries supporting the connected world, such as mobile, auto, and supply chain, offer a valuable perspective when reviewing our strategy and businesses.
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Global.
A global perspective, whether through a director’s background or experience in global business and operations, including exposure to cultures, consumer preferences and economic, political and regulatory conditions globally, helps directors oversee the Company’s global strategy and businesses.
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Risk Management.
Experience with risk management and compliance develops a director’s ability to appreciate, anticipate and effectively oversee risks, which is critical to the Board’s role in overseeing the risks facing the Company.
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Leadership.
Serving in an executive leadership position equips directors with deep understanding of organizational behavior, talent management, culture and other aspects of complex organizations, including strategic planning and operations, which are critical to support our strategy and businesses.
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Consumer Focus.
Directors with consumer expertise, including experience developing, leading or supporting consumer strategies, offer valuable insights as the Company leverages consumer insights to introduce new and innovative products and services to meet the evolving needs of consumers.
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Technology.
Understanding of information technology and cybersecurity matters, as well as digital expertise, is increasingly important to the Company’s digital-first strategy and focus on customer experience, and to Board oversight of cybersecurity.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
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The following persons have been nominated to serve as directors of Assurant until the 2025 Annual Meeting:
Non-Executive Chair
of the Board
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Since November 2010
Director
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Since February 2009
Age
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71
Board Committees
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Nominating and Corporate Governance (Chair)
Other Public Company Boards
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Kforce Inc. (since 2003), serving as current Lead Independent Director, Corporate Governance Committee Chair and Compensation Committee Member
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Elaine D. Rosen
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KEY EXPERIENCE AND QUALIFICATIONS
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Corporate Governance Sustainability:
Extensive history of public and private company board service, including large national publicly traded companies. Oversaw diversity, equity and inclusion initiatives on behalf of a private foundation.
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Finance, Capital and Investments:
Extensive financial experience as an executive of a Fortune 100 company and significant experience serving as a speaker on financial topics. Oversight responsibility of the financial functions of an insurance company, including service as divisional CFO. Experience on investment committees of educational and philanthropic institutions.
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Industry Experience:
Over 25 years of experience in the insurance industry.
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Global:
Served as a director of a European company.
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Risk Management:
Deep understanding of and experience with risk evaluation and management in the insurance industry.
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Leadership:
Significant expertise leading a Fortune 100 insurance company and public and private company boards. Seasoned expert and frequent speaker on leadership.
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PROFESSIONAL EXPERIENCE
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Executive Vice President, UNUM/Provident Corporation (1999-2001)
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President, UNUM Life Insurance Company of America (1997-1999)
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Various positions at UNUM (1975-1997)
OTHER EXPERIENCE
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Board Chair, Preble Street
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Founding Trustee, Governance Chair and Executive Committee Member, Foundation for Maine’s Community Colleges
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Investment Committee Member, University of New England
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Board Chair, The Kresge Foundation (2004-2022)
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
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Director
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Since November 2019
Age
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69
Board Committees
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Nominating and Corporate Governance, Finance and Risk
Other Public Company Boards
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Yum! Brands, Inc. (since 2016), serving as current Audit Committee Chair; Synchrony Financial (since 2015), serving on Audit, Nominating and Corporate Governance, and Technology Committees; and International Game Technology PLC (2010-2020)
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Paget L. Alves
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KEY EXPERIENCE AND QUALIFICATIONS
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Corporate Governance Sustainability:
Over fifteen years of public and private company board service, including serving as chairman of the board. Oversight of corporate social responsibility and ESG initiatives including public policy and government relations activities through service on audit and nominating and corporate governance committees of publicly traded companies.
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Finance, Capital and Investments:
Served as an executive with financial oversight for the wireless business of a large telecommunications company. Significant experience as chair of audit and finance committees at publicly traded companies. Executive education in finance and accounting.
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Industry Experience:
Deep understanding of mobile phone business, including sales, marketing, and operations.
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Global:
Extensive experience serving as director of large, international publicly traded companies.
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Risk Management:
Deep understanding of and experience with risk evaluation and management as an executive and public company director. Juris Doctorate from Cornell Law.
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Leadership:
Over thirteen years of executive experience at a large telecommunications company.
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Consumer Focus:
Significant experience in consumer focus industries as an executive and a director of public companies.
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Technology:
Deep understanding of telecommunications and mobile phone business. Extensive board service on technology committees.
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PROFESSIONAL EXPERIENCE
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Chief Sales Officer, Sprint Corporation (2012-2013)
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President, Business Markets Group, Sprint Corporation (2009-2012)
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Various senior executive positions, Sprint Corporation (2003-2009)
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President and Chief Operating Officer, Centennial Communications Corp. (2002-2003)
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President and Chief Executive Officer, PointOne Telecommunications Inc. (2000-2001)
OTHER EXPERIENCE
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Board Chairman, Sorenson Communications
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Director, Ariel Alternatives, serving on Audit and Technology Committees
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Director, Ariel Investments, LLC (2015-2021)
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
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Director
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Since March 2023
Age
.
65
Board Committees
.
Audit
Other Public Company Boards
.
None
|
Rajiv Basu
|
|||||||||||||||||||||||||
|
KEY EXPERIENCE AND QUALIFICATIONS
•
Corporate Governance Sustainability:
Demonstrated leader in governance, including leading diversity, equity, and inclusion initiatives for Deloitte. Founding member of Ascend, a Pan-Asian leadership organization, serving as an officer and on its board for 10 years.
•
Finance, Capital and Investments:
Over 39 years of experience in accounting, financial reporting and MA transactions. Fellow member of the Institute of Chartered Accountants in England Wales and a New York certified public accountant.
•
Industry Experience:
Over 39 years of experience in the financial services industry, with specialization in insurance. Deep understanding of financial services and insurance.
•
Global:
Extensive global experience, including living and working in London, Mumbai, New York, and Singapore.
•
Risk Management:
Seasoned expert in quality assurance, emphasizing the consistent application of high standards for risk reduction.
•
Leadership:
Served in a number of global audit and advisory leadership roles with increasing responsibility.
|
PROFESSIONAL EXPERIENCE
.
•
Deloitte Touche LLP (1987-2021)
◦
Chief Audit Quality Leader, Southeast Asia (2020-2021)
◦
Audit Advisory Partner (2005-2020)
◦
MA Transaction Support Leader, Financial Services (2004-2005)
|
|||||||||||||||||||||||||
|
14
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
Director
.
Since July 2020
Age
.
65
Board Committees
.
Audit, Finance and Risk
Other Public Company Boards
.
DigitalBridge Group, Inc. (f/k/a Colony Capital, Inc.) (2021-2023)
|
Braxton J. Carter
|
|||||||||||||||||||||||||
|
KEY EXPERIENCE AND QUALIFICATIONS
•
Corporate Governance Sustainability:
Extensive history of serving as director on public and private company boards, including as a member of audit, compensation and finance committees and chairing audit committees.
•
Finance, Capital and Investments:
20 years of experience serving as chief financial officer of large wireless companies. Certified public accountant with 10 years of experience in public accounting. Experience managing investments in the technology, media, and telecom space.
•
Industry Experience:
Deep understanding of, and extensive experience in, the wireless industry.
•
Global:
Extensive experience advising the businesses of a global digital infrastructure investment firm and European investment management firm.
•
Risk Management:
Expertise in risk evaluation and management as chief financial officer and director of publicly-traded companies.
•
Leadership:
Extensive executive leadership experience, including chief financial officer and chief operating officer.
•
Consumer Focus:
Senior management experience in the wireless and retail industries. Extensive experience overseeing marketing and customer service logistics.
•
Technology:
Extensive experience overseeing IT operations. Served on the T-Mobile U.S. Information Technology Steering Committee.
|
PROFESSIONAL EXPERIENCE
.
•
Executive Vice President and Chief Financial Officer, T-Mobile US, Inc. (2013-2020)
•
Vice Chairman (2011-2013) and Chief Financial Officer of MetroPCS Communications, Inc. (2005 to 2013)
•
Vice President, Corporate Operations, MetroPCS Communications, Inc. (2001-2005)
OTHER EXPERIENCE
•
Senior Adviser, Deutsche Telekom Capital Partners
•
Board of Advisors Member, Tap Advisors
•
Board of Advisors Member, Fuse
•
Director, Symend, Inc.
•
Director, Zayo Group, LLC (2020-2021)
|
|||||||||||||||||||||||||
|
15
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
Director
.
Since January 2022
Age
.
51
Board Committees
.
None
Other Public Company Boards
.
None
|
Keith W. Demmings
|
|||||||||||||||||||||||||
|
KEY EXPERIENCE AND QUALIFICATIONS
•
Corporate Governance Sustainability:
Experienced chief executive officer with overall responsibility for the Company’s corporate governance program and sustainability strategy with a focus on talent, products and climate.
•
Finance, Capital and Investments:
20 years of experience managing business performance, including providing oversight for all areas impacting the financial performance, capital and investments.
•
Industry Experience:
Deeply knowledgeable about and experienced with the Company’s products, clients and industries with over 26 years of experience with the Company.
•
Global:
Extensive experience overseeing and leading the Company’s international business.
•
Risk Management:
Significant experience managing the key risks impacting the Company’s financial and operational performance.
•
Leadership:
Seasoned leader with over 20 years of experience building and leading teams, including as chief executive officer, leading over 13,000 employees, while setting the culture and tone from the top.
•
Consumer Focus:
Over 26 years of winning and supporting clients with an intense focus on customers, including driving innovation, delivering digital experiences and developing new platforms and technologies.
•
Technology:
Ultimate oversight for the Company’s technology solutions. Decades of experience partnering with technology teams to deliver solutions that create value for clients.
|
PROFESSIONAL EXPERIENCE
.
•
Assurant, Inc. (1997-Present)
◦
President (since 2021) and Chief Executive Officer (since 2022)
◦
Executive Vice President and President, Global Lifestyle (2016-2021)
◦
Executive Vice President and President, Global Markets (2015-2016)
◦
Executive Vice President and President, International (2013-2015)
◦
Various positions (1997-2013)
|
|||||||||||||||||||||||||
|
16
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
Director
.
Since August 2017
Age
.
68
Board Committees
.
Information Technology (Chair), Audit, Compensation and Talent
Other Public Company Boards
.
Brinker International, Inc. (since 2008), serving as Compensation Committee Chair and Audit Committee Member; Bed Bath Beyond Inc. (2019-2023); UCB, Inc. (2012-2017); Ariba, Inc. (2008-2012); and The Hershey Company (2003-2007)
|
Harriet Edelman
|
|||||||||||||||||||||||||
|
KEY EXPERIENCE AND QUALIFICATIONS
•
Corporate Governance Sustainability:
Over 20 years of experience serving on public company boards, including over 10 years of board and committee chair leadership roles. Oversight responsibility of ESG and diversity, equity and inclusion initiatives for multiple public companies.
•
Finance, Capital and Investments: O
verall responsibility for the finance, treasury and loan administration functions of a large U.S. community bank. Extensive experience serving on public company audit committees, including as audit committee chair. Served on the finance executive committee of a Fortune 500 company.
•
Industry Experience:
Deep understanding of financial services and consumer business operations.
•
Global:
Over 15 years of global business and operational experience, including SVP, Global Supply Chain and SVP, Chief Information Officer for a Fortune 500 company. Served on the board of directors of a European-based global biopharmaceutical firm for five years.
•
Risk Management:
Extensive public company board service, including oversight of enterprise risk management, regulatory and compliance. Operational responsibility for technology and finance risk management and regulatory compliance for a large U.S. community bank.
•
Leadership:
Significant experience serving in executive leadership positions, including leading large manufacturing and distribution functions, sales, marketing and technology.
•
Consumer Focus:
Deeply knowledgeable of consumer facing business functions, including marketing, sales, product development and customer service.
•
Technology:
Extensive experience leading the technology functions of a global company and U.S. bank. Expertise in
various aspects of technology, including infrastructure, opera
tions, business solutions, vendor management and digital transformation. Credentialed in cybersecurity and artificial intelligence governance and oversight.
|
PROFESSIONAL EXPERIENCE
.
•
Vice Chairman, Emigrant Bank (since 2010)
•
Special Advisor to the Chair, Emigrant Bank (2008-2010)
•
Various executive positions, including Chief Information Officer, Senior Vice President, Global Supply Chain and Business Transformation and Executive Committee Member, Avon Products, Inc. (1979-2008)
|
|||||||||||||||||||||||||
|
17
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
Director
.
Since May 2022
Age
.
53
Board Committees
.
Finance and Risk, Information Technology
Other Public Company Boards
.
None
|
Sari Granat
|
|||||||||||||||||||||||||
|
KEY EXPERIENCE AND QUALIFICATIONS
•
Corporate Governance Sustainability: E
xtensive corporate governance experience with a formerly NYSE-listed, publicly traded company, including leading the company through its initial public offering and two transformational public company mergers. Responsible for preparation and facilitation of materials for board committee meetings as Chief Administrative Officer and General Counsel. Diversity, equity and inclusion initiative leader, including leading and launching employee resource groups.
•
Finance, Capital and Investments:
Significant experience preparing, reviewing and managing budgets, financial planning and financial reporting, including MA activity. Executive experience managing the finance and operations function of an organization.
•
Global:
Significant experience serving as an executive of public and private global companies, including managing global teams and overseeing international entities and operations, legal, contractual, tax, employee relations, governance and cross border transactions.
•
Risk Management:
Expertise in oversight of global risk and compliance functions, including developing enterprise programs, and appetite and reporting for full risk taxonomy.
•
Leadership:
Extensive experience in progressively responsible leadership roles, including Vice President, Senior Vice President and Executive Vice President of public and private global companies, including oversight responsibility for finance and people teams as well as executive compensation disclosure
.
•
Technology:
Extensive experience in technology and financial technology industries. Deeply knowledgeable about technology and data, including strategy, privacy and intellectual property, through legal and executive roles at data and technology companies. Experience overseeing the enterprise technology strategy of a large content and services company.
|
PROFESSIONAL EXPERIENCE
.
•
President Chief Operating Officer, Chainalysis (2022-Present)
•
EVP, Chief Administrative Officer and General Counsel, IHS Markit (2015-2022)
OTHER EXPERIENCE
•
Director, Venture Global LNG
•
Director, Comply (f/k/a ComplySci) (2021-2022)
•
Director, Opening Act, served on Finance, Audit and Fundraising Committees (2016-2024)
|
|||||||||||||||||||||||||
|
18
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
Director
.
Since July 2009
Age
.
70
Board Committees
.
Compensation and Talent (Chair), Nominating and Corporate Governance
Other Public Company Boards
.
Bloomin’ Brands, Inc. (since 2020), serving as Member of Audit and Nominating and Governance Committees; John Bean Technologies Corporation (since 2020), serving as Member of Nominating and Governance and Compensation Committees; Snyder’s-Lance, Inc. (2015-2018)
|
Lawrence V. Jackson
|
|||||||||||||||||||||||||
|
KEY EXPERIENCE AND QUALIFICATIONS
•
Corporate Governance Sustainability:
Over 25 years of service as director of public and private global companies. Significant experience serving as chair of publicly traded compensation committees, including oversight of diversity, equity and inclusion programs and other talent and sustainability initiatives.
•
Finance, Capital and Investments:
Over 15 years of senior advisor experience in private equity. Executive oversight responsibility for the finance function of a global corporation.
•
Industry Experience:
Significant experience with logistics and operations through various executive leadership roles of multinational retail corporations.
•
Global:
Deeply knowledgeable about the operations of global companies.
•
Leadership:
Seasoned executive with over 25 years of leadership experience, including as Chief People Officer of a multinational retail corporation. Significant experience in executive talent management, succession planning and talent performance and development.
•
Consumer Focus:
Over 45 years of experience in manufacturing, consumer packaged goods and retail.
|
PROFESSIONAL EXPERIENCE
.
•
Senior Advisor, New Mountain Capital, LLC (2008-Present)
•
President and Chief Executive Officer, Global Procurement, Walmart Inc. (2006-2007)
•
Executive Vice President and Chief People Officer, Walmart Inc. (2004-2006)
•
President and Chief Operating Officer, Dollar General Corporation, Safeway, Inc. (2003-2004)
•
Senior Vice President, Supply Operations, Safeway, Inc. (1997-2003)
•
Various executive roles, PepsiCo, Inc. (1981-1997)
OTHER EXPERIENCE
•
Director, New Mountain Capital private portfolio companies
•
Board Chair, SourceMark LLC
|
|||||||||||||||||||||||||
|
19
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
Director
.
Since August 2017
.
.
Age
.
72
.
.
Board Committees
.
Finance and Risk (Chair), Nominating and Corporate Governance
.
.
Other Public Company Boards
.
Korn Ferry International (since 2008), serving as Audit Committee Chair and Nominating and Corporate Governance Committee Member; Bernstein Funds (a mutual fund complex that includes the Sanford C. Bernstein Fund, Inc. (since 2011), the Bernstein Fund, Inc. (since 2015) and AB Multi-Manager Alternative Fund (since 2018)), serving as member of Audit and Nominating and Corporate Governance Committees Bernstein Funds Chair (2018-2023); Genworth Financial, Inc. (2016-2022); MBIA Inc. (2004-2008); CNO Financial Inc. (2004-2011); PartnerRe Ltd (2013-2016); Trustee, Bank of America Funds (2011-2016)
|
Debra J. Perry
|
|||||||||||||||||||||||||
|
KEY EXPERIENCE AND QUALIFICATIONS
•
Corporate Governance Sustainability:
Extensive experience serving on public company boards, including committee leadership roles. Oversight responsibility of ESG and sustainability initiatives for multiple public companies.
•
Finance, Capital and Investments:
Deep acumen through executive leadership positions and directorships with preeminent credit ratings company and other financial institutions, including oversight responsibility of fixed income securities portfolios and other investment assets.
•
Industry Experience:
Deeply knowledgeable about the financial services industry, including as a director of a global reinsurer.
•
Global:
Significant experience in corporate lending and capital markets roles in Europe. Expertise in overseeing ratings for global financial institutions, including insurance companies.
•
Risk Management:
Extensive public company board service with oversight of enterprise risk management, regulatory and compliance.
•
Leadership:
Seasoned executive with over 20 years of experience in the financial services industry.
|
PROFESSIONAL EXPERIENCE
.
•
Senior Managing Director, Global Ratings and Research, Moody’s Investors Service, a unit of Moody’s Corporation (2001-2004)
•
Chief Administrative Officer and Chief Credit Officer, Moody's Corporation (1999-2001)
•
Group Managing Director, Finance, Securities and Insurance Rating Groups of Moody’s Corporation (1996-1999)
•
Fixed Income Research, First Boston Corporation (1986-1990)
•
Various corporate lending and capital markets roles, Chemical Bank in the US and Europe (1981-1986)
|
|||||||||||||||||||||||||
|
20
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
Director
.
Since November 2019
Age
.
53
Board Committees
.
Finance and Risk, Information Technology
Other Public Company Boards
.
None
|
Ognjen (Ogi) Redzic
|
|||||||||||||||||||||||||
|
KEY EXPERIENCE AND QUALIFICATIONS
•
Corporate Governance Sustainability:
Significant experience serving on internal boards and advisory groups, including Caterpillar’s Gen AI governance board, Digital 50, Microsoft’s Technology Advisory Board and Salesforce AI Advisory Board.
•
Industry Experience:
Deeply knowledgeable about connected vehicles in the automotive industry through executive leadership roles with a leading equipment manufacturing company and automotive manufacturer.
•
Global:
Highly-skilled in managing a global team of high tech engineers, and product, operational and support teams on three different continents.
•
Leadership:
Significant executive leadership experience with a large, global publicly traded company with continued increasing scope and responsibilities.
•
Consumer Focus:
Responsible for all digital customer and dealer facing products. Assumed responsibility for overseeing the marketing and brand of a large, global publicly traded equipment manufacturing company.
•
Technology:
Overall responsibility for Cat Digital, including managing key components of connectivity, the enterprise data platform, analytics and AI, equipment management, eCommerce, digital marketing, rental used digital solutions, and aftermarket leads and insights. Expertise in AI governance and utilization, including the launch and governance of AI-backed products.
|
PROFESSIONAL EXPERIENCE
.
•
Chief Digital Officer and Senior Vice President, Caterpillar Inc. (2018-Present)
•
Senior Vice President, Connected Vehicles and Mobility Services, Renault-Nissan Alliance (2016-2018)
•
Various automotive executive roles, Nokia HERE (2012-2016)
•
Director, Product Management Vice President, Business Development and Sales, APAC, NAVTEQ (2006-2012)
•
Vice President, Product Management and Business Development, PCTEL, Inc. (2002-2006)
•
Vice President, Technology, cyberPIXIE (2000-2002)
•
Product Manager, Motorola, Inc. (1996-2000)
|
|||||||||||||||||||||||||
|
21
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
Director
.
Since June 2011
Age
.
67
Board Committees
.
Audit (Chair), Compensation and Talent
Other Public Company Boards
.
CMC Materials, Inc. (f/k/a Cabot Microelectronics Corporation) (2017-2022), served as Audit Committee Chair and Compensation Committee Member; comScore, Inc. (2017-2019), served as Audit Committee Chair
|
Paul J. Reilly
|
|||||||||||||||||||||||||
|
KEY EXPERIENCE AND QUALIFICATIONS
•
Corporate Governance Sustainability:
Significant experience serving on public company boards, including committee leadership roles. Oversight responsibility of ESG and sustainability initiatives, including diversity, equity and inclusion.
•
Finance, Capital and Investments:
15 years of experience serving as chief financial officer of a publicly traded company, including creating the company’s capital structure strategy and MA transactions. Certified public accountant with 12 years of experience in public accounting. Experienced Audit Committee Chair of publicly traded companies.
•
Industry Experience:
Deeply knowledgeable about global logistics and operations, including quality control and real estate.
•
Global:
Extensive experience overseeing the business of a publicly traded supplier of consumable materials with operations in Asia/Pacific region.
•
Risk Management:
Expertise in risk evaluation and management as chief financial officer and director of publicly-traded companies.
•
Leadership:
Seasoned executive with oversight responsibilities of company strategy in partnership with the CEO.
|
PROFESSIONAL EXPERIENCE
.
•
Executive Vice President, Arrow Electronics, Inc. (2016-2017)
•
Executive Vice President, Finance and Operations and Chief Financial Officer, Arrow Electronics (2001-2016)
•
Various financial roles, Arrow Electronics, Inc. (1991-2001)
•
Certified Public Accountant, Business Assurance, KPMG Peat Marwick (1979-1991)
|
|||||||||||||||||||||||||
|
22
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
| Skills and Experience | Ms. Rosen | Mr. Alves | Mr. Basu | Mr. Carter | Mr. Demmings | Ms. Edelman | Ms. Granat | Mr. Jackson | Ms. Perry | Mr. Redzic | Mr. Reilly | |||||||||||||||||||||||||||||||||
|
Corporate Governance Sustainability,
including DEI and other sustainable initiatives
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Finance, Capital and Investments
, including accounting, financial reporting, financial markets, capital management and investments
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
Industry Experience
, including insurance, business services, mobile, auto and supply chain
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||
|
Global
background or experience
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
|
Risk Management
, including compliance
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
Leadership
, including in strategy, operations and talent management
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Consumer Focus |
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
|
Technology,
including digital or cybersecurity
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||
| Demographic Background | ||||||||||||||||||||||||||||||||||||||||||||
| Age | 71 | 69 | 65 | 65 | 51 | 68 | 53 | 70 | 72 | 53 | 67 | |||||||||||||||||||||||||||||||||
| Tenure (Years) | 15 | 5 | 1 | 4 | 2 | 7 | 2 | 15 | 7 | 5 | 13 | |||||||||||||||||||||||||||||||||
| Gender, Racial or Ethnic Diversity | Gender |
|
|
|
|
|||||||||||||||||||||||||||||||||||||||
| Racial or Ethnic |
|
|
|
|||||||||||||||||||||||||||||||||||||||||
|
23
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal One |
|
|||||||
Vote Required; Board Resignation Procedures
Under our by-laws, each director nominee in an uncontested election must be elected by the holders of a majority of the votes cast, meaning that the number of votes cast “for” the nominee’s election must exceed the number of votes cast “against” that nominee’s election. For purposes of determining approval of this proposal, abstentions and broker non-votes will have no effect on this determination because they are not counted as votes cast. A broker non-vote occurs when a broker or other nominee does not receive voting instructions from the beneficial owner and does not have the discretion to direct the voting of the shares.
Consistent with our Corporate Governance Guidelines, the Board will only nominate for election as director candidates who agree to tender, promptly following such person’s failure to receive the required vote for election, an irrevocable resignation that would be effective upon Board acceptance of such resignation. Any incumbent director who is not elected will promptly offer to tender his or her resignation to the Board. The Nominating and Corporate Governance Committee will consider any such resignation and, within 75 days following the date of the certification of the election results, make a recommendation to the Board whether to accept or reject the resignation, or whether other action will be taken. The Board, excluding the director in question, will act on the Nominating and Corporate Governance Committee’s recommendation and publicly disclose its decision and the rationale supporting it within 90 days following the date of the certification of the election results.
The Board of Directors recommends that stockholders vote
FOR
each of the nominees named above to serve until the 2025 Annual Meeting or until their respective successors have been elected and qualified.
|
24
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal Two |
|
|||||||
PROPOSAL TWO - RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the Company’s consolidated financial statements as of and for the year ending December 31, 2024 and internal control over financial reporting as of December 31, 2024, and to perform such other services as the Audit Committee shall request. The Audit Committee oversees and is responsible for the appointment, compensation and retention of the independent registered public accounting firm retained to audit the Company’s financial statements and internal control over financial reporting. The Audit Committee is also responsible for approving the services, fees and terms associated with the Company’s retention of its independent registered public accounting firm.
PricewaterhouseCoopers LLP has acted as our independent registered public accounting firm since 2000. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be regular rotation of the independent registered public accounting firm. In conjunction with the mandated five-year rotation of the lead engagement partner, the Audit Committee and its Chair are involved in the selection of the new lead engagement partner. The most recent new lead engagement partner commenced service following the completion of the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2020. The Audit Committee believes that the retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interest of the Company and its stockholders.
In accordance with a resolution of the Audit Committee, this appointment is being presented to stockholders for ratification at the Annual Meeting. Whether or not the stockholders ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee may continue to retain the firm or may reconsider its appointment, if the Audit Committee believes it would be in the Company’s best interest. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and will be available to respond to appropriate questions.
Vote Required; Board Recommendation
The affirmative vote of a majority of the Company’s common stock, par value $0.01 per share (“common stock”) held by persons who are present or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required for ratification. For purposes of determining approval of this proposal, abstentions will have the same effect as an “against” vote because they will be treated as representing shares that were present and entitled to vote. In addition, this proposal is considered a “routine” matter under the New York Stock Exchange (“NYSE”) rules, and therefore brokers have discretionary authority to vote and no broker non-votes will be recorded.
The Board of Directors recommends that stockholders vote
FOR
the ratification of the appointment of PricewaterhouseCoopers LLP as Assurant’s independent registered public accounting firm for the year ending December 31, 2024.
|
25
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Proposals Requiring Your Vote - Proposal Three |
|
|||||||
PROPOSAL THREE - ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 2023
Pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the following Company proposal gives stockholders the opportunity to cast a non-binding advisory vote with respect to the 2023 compensation of the Company’s NEOs. This advisory vote is also referred to as the “say-on-pay” advisory vote. Consistent with the results of the 2023 stockholder vote on the frequency of its say-on-pay advisory vote, the Company holds the say-on-pay advisory vote annually.
In considering your vote, we encourage you to review the Compensation Discussion and Analysis (the “CDA”), beginning on page 46, the Summary Compensation Table, and the related compensation tables and narrative. As described in the CDA, we believe our current compensation programs and policies directly link executive compensation to Company performance and thereby align the interests of our executive officers with those of our stockholders.
Our Board intends to carefully consider the stockholder vote resulting from this proposal. Please cast a vote either to approve or not approve the following resolution:
“
RESOLVED
, that the 2023 compensation provided to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby
APPROVED
.”
Vote Required; Board Recommendation
The affirmative vote of a majority of the common stock held by persons who are present or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required for approval of this non-binding resolution. For purposes of determining approval of this proposal, abstentions will have the same effect as an “against” vote because they will be treated as representing shares that were present and entitled to vote. In addition, broker non-votes will have no effect on this determination because this proposal is considered a “non-routine” matter under the NYSE rules and therefore brokers do not have discretionary authority to vote.
The Board of Directors recommends that stockholders vote
FOR
the approval of the 2023 compensation of our NEOs as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.
|
26
|
Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Executive Officers |
|
|||||||
Executive Officers
The table below sets forth certain information, as
of February 14, 2024,
concerning each person deemed to be an Executive Officer of the Company. There are no arrangements or understandings between any Executive Officer and any other person pursuant to which the officer was selected.
| Name | Age | Position | ||||||||||||
| Keith W. Demmings | 51 | President, Chief Executive Officer and Director | ||||||||||||
| Keith R. Meier | 54 | Executive Vice President, Chief Financial Officer | ||||||||||||
| Michael P. Campbell | 56 | Executive Vice President and President, Global Housing | ||||||||||||
| Martin Jenns | 62 | Executive Vice President and President, Global Automotive | ||||||||||||
| Robert A. Lonergan | 47 | Executive Vice President, Chief Marketing and Risk Officer | ||||||||||||
| Francesca L. Luthi | 48 | Executive Vice President, Chief Operating Officer | ||||||||||||
| Biju Nair | 58 | Executive Vice President and President, Global Connected Living | ||||||||||||
| Jay E. Rosenblum | 57 | Executive Vice President, Chief Legal Officer | ||||||||||||
Keith W. Demmings, President, Chief Executive Officer and Director.
Mr. Demmings is President and Chief Executive Officer of Assurant, Inc. He was named the Company’s President effective May 18, 2021, and became Chief Executive Officer and director on January 1, 2022. Before assuming his current position, Mr. Demmings served as Executive Vice President and President, Global Lifestyle from July 2016 to May 2021. Mr. Demmings served as Executive Vice President and President, Global Markets beginning in September 2015 and Executive Vice President and President, International beginning in June 2013. Since joining Assurant in 1997, Mr. Demmings has held a number of executive leadership positions, including serving as President and Chief Executive Officer of Assurant Canada.
Keith R. Meier, Executive Vice President, Chief Financial Officer.
Mr. Meier was appointed as Executive Vice President, Chief Financial Officer effective November 2023. Prior to his current role, he served as Chief Operating Officer since January 2022. Prior to that, Mr. Meier was Executive Vice President and President, International since June 2016 with responsibility for all product lines outside of the U.S., spanning 20 countries across Asia Pacific, Canada, Europe and Latin America. Prior to that, he served as Senior Vice President, Global Strategy and MA for Assurant beginning in January 2013. Mr. Meier held a number of executive positions since joining Assurant in 1998.
Michael P. Campbell, Executive Vice President and President, Global Housing.
Mr. Campbell was appointed Executive Vice President and President, Global Housing effective July 2016. Before assuming his current position, Mr. Campbell served as Executive Vice President and Chief Operating Officer for the Company’s specialty property lines of business beginning in January 2014. Mr. Campbell joined Assurant in 2006 through the acquisition of Safeco’s Financial Institution Solutions subsidiary where he held several executive roles.
Martin Jenns, Executive Vice President and President, Global Automotive.
Mr. Jenns was appointed President of Assurant Global Automotive in January 2022. Before assuming his current role, he served as Senior Vice President of Global Transformation in Global Automotive since August 2019. Prior to rejoining Assurant in August 2019, Mr. Jenns served as president of Service Group Insurance Financial Services since April 2013. Mr. Jenns served in a variety of leadership roles at Assurant from April 2003 to April 2013.
Robert A. Lonergan, Executive Vice President, Chief Marketing and Risk Officer.
Mr. Lonergan began serving as Executive Vice President, Chief Marketing and Risk Officer effective November 2023. Prior to his current role, he served as Executive Vice President, Chief Strategy and Risk Officer since January 2020, and before that, he served as Executive Vice President, Chief Strategy Officer since July 2016. Mr. Lonergan
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joined Assurant in 2012 as Vice President, MA Sourcing. In January 2015, he was promoted to Senior Vice President, Growth and Innovation. Prior to joining Assurant, Mr. Lonergan worked for Bain Company, Inc.
Francesca L. Luthi, Executive Vice President, Chief Operating Officer.
Ms. Luthi was appointed Executive Vice President, Chief Operating Officer effective November 2023. Prior to her current role, she served as Executive Vice President, Chief Administrative Officer since July 2020. Prior to that, Ms. Luthi served as Executive Vice President, Chief Communication and Marketing Officer since September 2015, and prior to that, she served as Senior Vice President, Investor Relations and Corporate Communications since July 2014. Ms. Luthi joined Assurant in August 2012 as Senior Vice President, Investor Relations.
Biju Nair, Executive Vice President and President, Global Connected Living.
Mr. Nair was appointed President of Assurant’s Global Connected Living business unit in July 2021. Before assuming his current role, he served as Executive Vice President and President of Assurant’s Global Trade-in and Upgrade business. Mr. Nair joined Assurant in December 2020 as part of Assurant’s acquisition of HYLA Mobile where he served as president and CEO since April 2015.
Jay E. Rosenblum, Executive Vice President, Chief Legal Officer.
Mr. Rosenblum was appointed Executive Vice President, Chief Legal Officer effective July 2020. Before assuming his current position, Mr. Rosenblum served as Co-Interim General Counsel since February 2020. Mr. Rosenblum joined Assurant in June 2019 as Senior Vice President, Government Relations and Regulatory Affairs. Prior to joining Assurant, Mr. Rosenblum served as Chief Human Resources Officer at Guardian Life Insurance Company of America after being promoted from his role as Senior Vice President of Government Affairs.
The Management Committee of Assurant (the “Management Committee”) consists of the Company’s President and Chief Executive Officer, its Executive Vice Presidents and certain finance, talent, and technology executives.
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Corporate Governance
OVERVIEW
The following section provides an overview of Assurant’s corporate governance practices. The Company’s commitment to strong corporate governance that supports the long-term value of the Company is evidenced by the framework the Company currently has in place.
Board of Directors
•
Board and Committee Independence and Independent Board Chair.
All of our directors are independent, except our CEO, and the Chair of the Board is independent. The members of each of the Board’s committees are also independent.
•
Annual Election of Directors, Majority Voting in Director Elections and No Supermajority Voting Provisions.
Directors are elected annually. In uncontested elections, directors must be elected by a majority of votes cast. A director is required to tender his or her resignation if he or she fails to receive the required number of votes for election and the Board will then determine whether to accept or reject the resignation. No supermajority voting provisions are required for stockholders to amend the charter or by-laws.
•
Annual Board and Committee Self-Evaluations.
The Board, in coordination with the Nominating and Corporate Governance Committee, conducts a self-evaluation of the Board as a whole and each of its committees at least annually. Each committee also conducts a self-evaluation. This process helps inform the annual director nomination process and Board refreshment.
•
Annual Board Evaluation of CEO.
The Chair of the Board and the Chair of the Compensation and Talent Committee lead the evaluation process of the CEO’s performance with the Compensation and Talent Committee.
•
Limits on Public Company Board and Audit Committee Service.
No independent director may serve on more than four public company boards (including the Company’s Board) and directors who are also serving as a chief executive officer, including the Company’s CEO, may not serve on more than two public company boards (including the Company’s Board). No member of the Audit Committee may simultaneously serve on the audit committee of more than three public companies (including the Company’s Audit Committee), unless the Board determines that such service would not impair the effectiveness of their service on the Company’s Audit Committee. A director must seek approval of the Nominating and Corporate Governance Committee in advance of serving on the board of another entity.
•
Regular Executive Sessions of Independent Directors.
The independent directors hold regular executive sessions, generally at each regularly scheduled meeting of the Board and each committee, at which management, including the CEO, is not present.
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Stockholder Rights and Engagement
•
Proxy Access.
A stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years, has the right to nominate and include in the Company’s proxy materials director nominees constituting the greater of two or 20% of the total number of directors, if the stockholder(s) and nominee(s) meet the requirements in the Company’s by-laws.
•
Stockholder Engagement.
As a part of our ongoing stockholder engagement, we continue to reach out and engage with a wide array of institutional investors
.
In 2023, we continued our stockholder engagement program. Our Board Chair joined our engagement with our top institutional investors. In total, we spoke with holders of over 40% of our outstanding common stock, and highlighted board oversight and refreshment, executive management appointments, changes to align the 2023 executive compensation plans with the evolution of the Company’s performance metrics, and advancements in our ESG efforts related to talent, products and climate. We look forward to continuing this important dialogue with our investors in 2024.
•
No Stockholder Rights Plan.
The Company does not have a stockholder rights agreement, also known as a poison pill.
CORPORATE GOVERNANCE GUIDELINES AND CODE OF ETHICS
Corporate Governance Guidelines
The Company and the Board formalize many of our governance practices in our Corporate Governance Guidelines. The Nominating and Corporate Governance Committee reviews our Corporate Governance Guidelines periodically to ensure they reflect current corporate governance standards and the Company’s practices. The Corporate Governance Guidelines can be found under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
, or by writing to our Corporate Secretary at Assurant, Inc., 260 Interstate North Circle SE Atlanta, GA 30339 and via email at corporatesecretary@assurant.com.
Code of Ethics
The Assurant Code of Business Conduct and Ethics (the “Code of Ethics”) is applicable to all of our employees, officers and directors, including the principal executive officer, the principal financial officer and the principal accounting officer. Our Code of Ethics helps to guide our actions and reinforces our commitment to integrity and ethical business conduct. The Code of Ethics highlights our commitment to respecting the human rights and dignity of everyone. The Code of Ethics can be found under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
, or by writing to our Corporate Secretary at Assurant, Inc., 260 Interstate North Circle SE Atlanta, GA 30339 and via email at corporatesecretary@assurant.com. We intend to post any amendments to or waivers from the Code of Ethics that are required to be disclosed under SEC rules at this location on our website.
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BOARD AND COMMITTEE LEADERSHIP AND COMPOSITION
The Board currently consists of 13 members: Mses. Rosen (Non-Executive Chair), Edelman, Granat and Perry and Messrs. Alves, Basu, Carter, Cento, Demmings, Jackson, Redzic, Reilly and Stein. Mr. Stein will not stand for re-election at the Annual Meeting in accordance with our director retirement policy. Additionally, Mr. Cento will not stand for re-election at the Annual Meeting.
Board Leadership
In line with corporate governance best practices, our Board has been chaired by an independent director since Assurant became a publicly
traded company in 2004. The Board generally believes that the Chair should be an independent director. The Board believes that this is currently the best leadership structure for the Company because it permits Mr. Demmings, as the CEO, to focus on the Company’s business strategy, operations and performance, while permitting the Chair of the Board to focus on providing guidance to the CEO and the organization and effectiveness of the Board. The Board also believes that the separation of the CEO and Chair of the Board roles assists the Board in provid
ing robust discussion and in their oversight of strategic goals and objectives. The Board acknowledges that no single leadership model is right for the Company at all times. As such, our Board periodically reviews its leadership structure and may, depending on the circumstances, choose a different leadership structure in the future.
Board of Directors Committee Composition
Our Board has a standing Audit Committee, Compensation and Talent Committee, Finance and Risk Committee, Information Technology Committee and Nominating and Corporate Governance Committee. Each of the Board committees is chaired by an independent director and Mr. Demmings does not serve on any Board committees. The following table shows committee composition as of the date of the Annual Meeting and reflects director retirements and expected changes to committee membership.
| Name | Audit | Compensation and Talent |
Finance and
Risk |
Information Technology |
Nominating and
Corporate Governance |
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Elaine D. Rosen
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| Paget L. Alves |
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| Rajiv Basu |
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| J. Braxton Carter |
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| Sari Granat |
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| Harriet Edelman |
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| Lawrence V. Jackson |
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| Debra J. Perry |
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| Ogi Redzic |
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| Paul J. Reilly |
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Non-Executive Chair of the Board.
Denotes Committee Chair.
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DIRECTOR REFRESHMENT, RECRUITMENT, NOMINATION AND QUALIFICATIONS
Board Refreshment, Director Tenure and Retirement Policy
The Board is committed to effective and ongoing refreshment that is reflective of the evolution of the Company’s strategy and provides a balanced mix of tenure and diversity.
The Company does not set specific term limits on director service and believes that a mix of director tenures on the Board can strengthen Board effectiveness and dynamics. Longer tenured directors possess experience and organizational knowledge while newer directors bring fresh insight and perspective. Our current Board reflects this perspective, and the Board is committed to ongoing Board refreshment. As part of the objective of continuously engaging in Board refreshment, no person may serve as a director of the Company if they would be 75 or older on the date of election or re-election.
Director Recruitment and Nomination
The Nominating and Corporate Governance Committee establishes criteria for the selection and nomination of directors to serve on the Board and identifies and recommends individuals to serve on the Board. In connection with director recruitment, the Committee has authority to retain and to terminate any search firm to be used to assist it in identifying candidates to serve as directors of the Company.
The Nominating and Corporate Governance Committee reviews and makes recommendations regarding the composition and size of the Board in order to ensure the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. As part of the nomination process for director candidates, the Nominating and Corporate Governance Committee considers the criteria described under “Director Qualifications” below and the skills and experience shown in the matrix on page 23.
Process for Identifying and Adding New Directors
The Nominating and Corporate Governance Committee identifies, screens, and recommends director candidates for nomination to the Board. Candidates are evaluated in light of the skills and experiences needed and upcoming retirements or other potential departures.
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1. Evaluation of board composition
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| The Nominating and Corporate Governance Committee evaluates Board composition regularly and identifies skills and experiences desirable for new directors in light of the Company’s business and strategy. | ||||||||||||||||||||||||||
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2. Identification of a diverse pool of candidates
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The Nominating and Corporate Governance Committee identifies a diverse pool of potential director candidates using multiple sources such as independent search firms, and director recommendations. The Board fully recognizes that having a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process, and enhances overall culture in the boardroom. To support this objective, the Nominating and Corporate Governance Committee requires that the initial pool of candidates identified to be considered for any Board vacancy include persons reflecting a diversity of race, ethnicity, and gender.
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3. Comprehensive candidate review
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| Potential candidates are comprehensively reviewed and are the subject of rigorous discussion during the Nominating and Corporate Governance Committee meetings. The candidates that emerge from this process are interviewed by members of the Nominating and Corporate Governance Committee and other Board members, including the Chair and the Chief Executive Officer. During these meetings, directors assess candidates on the basis of their skills and experience, their personal attributes, and their expected contribution to the current mix of competencies and diversity of the Board. At the same time due diligence is conducted, the Chair, as well as the Nominating and Corporate Governance Committee, solicits feedback from other Board members and conducts a formal background check. | ||||||||||||||||||||||||||
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| 4. Recommendation of potential director for approval | ||||||||||||||||||||||||||
| The Nominating and Corporate Governance Committee recommends potential directors to the Board for approval. Shareholders vote on nominees at the Annual Meeting. The Committee also considers any potential director nominees properly recommended by shareholders. | ||||||||||||||||||||||||||
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| 5. Outcome | ||||||||||||||||||||||||||
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Since 2019, the Board has added five new independent directors, including two new independent, diverse directors in the last two years, and two directors have retired. Additionally, Messrs. Stein and Cento will retire from the Board effective the day of the 2024 Annual Meeting. Our newest directors bring a variety of skills and perspectives to the Board, including deep insurance, mobile and auto industry experience, consumer focus, and information technology, cyber, data and digital expertise.
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Added one new director, Carter, with over 25 years of mobile expertise
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Added one new director, Granat, with expertise in technology, information security, risk management, corporate governance and compliance
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| 2019 | 2020 | 2021 | 2022 | 2023 | ||||||||||||||||||||||
Added two new directors, Redzic and Alves, with mobile and auto industry experience, and consumer, data and digital expertise
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Demmings appointed President and named CEO and director effective 2022
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Added one new director, Basu, with audit, insurance and global expertise
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| 6. Director Onboarding | ||||||||||||||||||||||||||
| The Company provides each new director with a comprehensive onboarding process to ensure that he or she has a full understanding of the business and to allow the director to make meaningful contributions quickly. The onboarding process consists of a combination of one-on-one sessions with management and other Board members, written materials, and training. | ||||||||||||||||||||||||||
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Director Qualifications
In identifying candidates for membership on the Board, the Nominating and Corporate Governance Committee looks to the criteria set forth in the Company’s Corporate Governance Guidelines and takes into account all factors it considers appropriate, which may include age, race and ethnicity, gender, geographic location, and meaningful experience, independence, leadership, integrity, accountability, informed judgment, financial literacy, mature confidence, interpersonal skills and high performance standards, and the extent to which the candidate would fill a present need on the Board.
The
Nominating and Corporate Governance Committee
actively considers diversity in recruitment and nomination of the Company’s directors and makes recommendations to the Board regarding diversity among director candidates. The Board believes diversity is important because having a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process and enhances the overall culture in the boardroom. The
Nominating and Corporate Governance Committee
strives to achieve diversity in the broadest sense, including candidates diverse in race, ethnicity, gender and experiences. Although the
Nominating and Corporate Governance Committee
does not establish specific diversity goals or have a standalone diversity policy, it fully appreciates the value of Board diversity and seeks diverse Board candidate slates. The
Nominating and Corporate Governance Committee
requires women and minority candidates to be included in the pool of qualified candidates from which Board nominees are chosen and will continue to review its processes and procedures to ensure that diverse candidates are included.
Stockholder Recommendations for Director Candidates
The Nominating and Corporate Governance Committee considers candidates recommended by our stockholders for nomination for election to the Board. The Nominating and Corporate Governance Committee applies the same director qualifications criteria described above for a candidate recommended by a stockholder. A stockholder who wishes to recommend a candidate for nomination to the Board must submit such recommendation in writing to the Corporate Secretary at Assurant, Inc., 260 Interstate North Circle SE Atlanta, GA 30339 and via email to corporatesecretary@assurant.com.
DIRECTOR INDEPENDENCE
In compliance with the listing standards applicable to Assurant under the NYSE Listed Company Manual, the Board has adopted categorical standards to assist in evaluating the independence of the Company’s directors. They are included in our Corporate Governance Guidelines available under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
.
Applying the director independence standards, the Nominating and Corporate Governance Committee and the Board have affirmatively determined that Mses. Rosen, Granat, Edelman and Perry and Messrs. Alves, Basu, Carter, Cento, Jackson, Redzic, Reilly and Stein are independent of the Company and its management. In addition, they determined that each member of the Audit Committee and the Compensation and Talent Committee is independent of the Company and its management under the applicable criteria for those committees.
In conducting its annual director independence determination, the Board considered transactions or relationships that the Company engaged or engages in with companies for which our independent directors serve as officers or directors, or with which these directors have certain other relationships, and determined that there were no such transactions that were material to the Company or in which any such director had a material interest. Specifically, the Board considered the following ordinary course business transactions and relationships:
•
The Company owns immaterial amounts of publicly-traded bonds of companies with which Messrs. Alves, Carter and Redzic are affiliated as officers or directors.
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•
Mses. Edelman, Granat, Perry and Rosen and Messrs. Alves, Basu, Jackson and Stein serve, or within the past three years, have served as officers, directors or affiliates of companies with which the Company engaged in ordinary course, arms-length business transactions that were immaterial to the Company and in which such directors had no material direct or indirect interest.
•
Matching contributions and grants have been made to non-profit and charitable institutions with which certain directors are affiliated, in accordance with the matching gift policies described on page 86.
BOARD AND COMMITTEE EVALUATIONS
The Nominating and Corporate Governance Committee oversees the evaluation of the Board and its committees, at least annually. The annual Board and committee self-assessment informs the annual director nomination process. Actions taken in response to director feedback received through the annual evaluation include continued Board education on emerging and industry topics, continued enhancement of agendas and materials to focus on key areas of strategic significance and continued focus on management succession planning and development. The Board and each committee discuss the outcome of its own self-assessment during executive sessions. From time to time, individual director performance is assessed by a process conducted by the Board Chair and the Chair of the Nominating and Corporate Governance Committee, and at times facilitated by a third-party. Generally, the Chair of the Nominating and Corporate Governance Committee solicits and addresses feedback regarding the performance of the Board Chair.
DIRECTOR ORIENTATION AND CONTINUING EDUCATION
The Nominating and Corporate Governance Committee develops and oversees (with the assistance of the Chair of the Board and the Corporate Secretary) an orientation program for all newly elected directors and a continuing education program for all directors in order to ensure that the directors are fully informed as to their responsibilities and the means at their disposal to fulfill their responsibilities effectively.
MANAGEMENT SUCCESSION PLANNING
An important element of our talent strategy is succession planning and building diverse leadership pipelines for our most critical roles across the organization. We assess the performance and potential of current incumbents, identify and assess potential successors, and create targeted development plans to strengthen the preparedness and diversity of our talent pipeline. Annually, we conduct a comprehensive talent review to discuss potential successors of our Management Committee and other key leadership roles, as well as a broader group of top talent as we look to ensure better visibility into our strengths and opportunities for prioritized roles. In 2023, we engaged an external partner to assess skills and strength of the overall succession pool. The Compensation and Talent Committee annually reviews the CEO succession plan and succession plans for senior executives, which include emergency successors for each role, as well as a broader talent review. Directors engage with senior management at Board and committee meetings and in less formal settings to allow directors to assess potential candidates for CEO and other senior management roles.
In November 2023, we realigned our executive team to support our global growth strategy by appointing Keith Meier as Chief Financial Officer and Francesca Luthi as Chief Operating Officer. The appointments represented our ability to deploy our deep bench of talent and evolve from a position of strength.
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BOARD ROLE IN RISK OVERSIGHT
The Board, directly and through its committees as described below and in their charters, oversees the Company’s risk management policies and practices, including its risk appetite, and discusses risk-related issues at least quarterly. The Board reviews management’s assessment of the Company’s key enterprise risks and receives a corresponding risk management update annually and management’s strategy with respect to each risk. The Nominating and Corporate Governance Committee coordinates Board and committee oversight of the key enterprise risks. The Board and its committees receive updates from management on specific risks throughout the year, and each committee chair reports significant risk updates at least quarterly to the full Board so that the Board has the benefit of the committee’s specific areas of risk oversight.
The Audit Committee reviews the Company’s policies with respect to risk assessment and risk management and coordinates with the Finance and Risk Committee with respect to Board oversight of risk management and global risk management activities. The Audit Committee also focuses on risks relating to financial statements, internal control over financial reporting, disclosures, and compliance with legal and regulatory requirements. The Audit Committee receives reports at least quarterly from the Chief Internal Auditor and the Global Ethics and Compliance Officer. The Finance and Risk Committee has primary oversight responsibility of the Global Risk Management function and corresponding risk activities, and receives risk management reports at least quarterly from the Chief Marketing and Risk Officer that include the identification, assessment, reporting and mitigation of existing and emerging key enterprise risks. The Finance and Risk Committee also focuses on risks relating to investments, capital management and catastrophe reinsurance. The Compensation and Talent Committee focuses on risks relating to management succession, talent management and compensation plan design, and the Nominating and Corporate Governance Committee focuses on risks relating to director succession
and has ultimate oversight responsibility for how the Company manages sustainability.
The Information Technology Committee is responsible for oversight of information technology risk assessment and risk management. This includes oversight of cybersecurity policies, controls and procedures, such as procedures to identify and assess internal and external cybersecurity risks. The Information Technology Committee receives updates from management, including the Chief Information Security Officer, on internal and external cybersecurity risks at least quarterly. In fulfilling its responsibilities, the Board and each committee has the authority to retain external advisors.
The Company believes that the Board’s leadership structure, discussed in detail under “Board and Committee Leadership and Composition” beginning on page 31, supports the risk oversight function of the Board and its committees, with the Chair of the Board and the CEO uniquely positioned to identify emerging risks while the Board’s five committees provide independent oversight of the Company’s risk management program within their purview.
BOARD AND COMMITTEE MEETINGS AND EXECUTIVE SESSIONS
Each Board member is expected to dedicate to the Company sufficient time, energy and attention to ensure the diligent performance of the director’s duties. Our Corporate Governance Guidelines provide that, except in exigent circumstances, each member of the Board is expected to attend Board and committee meetings and our Annual Meeting of Stockholders. All directors attended at least 75% of the combined total meetings of the full Board and the committees on which he or she served in 2023.
All directors attended the 2023 Annual Meeting of Stockholders.
In 2023, the Board and its committees met as described in the table below. Directors meet in executive sessions consisting exclusively of independent directors generally at each
Bo
ard meeting. Each committee also holds executive sessions without any members of management present, generally at each meeting.
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As the independent Chair of the Board, Ms. Rosen is the presiding director and chairs the executive sessions of the Board.
| Board | Audit | Compensation and Talent | Finance and Risk | Information Technology |
Nominating and
Corporate Governance |
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| Number of Meetings in 2023 | 5 | 10 | 7 | 7 | 4 | 5 | ||||||||||||||||||||
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
The Nominating and Corporate Governance Committee’s purpose includes advising and assisting the Board in its oversight of:
|
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Identifying individuals qualified to become directors, consistent with criteria approved by the Board, and recommending to the Board select candidates for all directorships to be filled by the Board or by the stockholders
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Developing and recommending to the Board a set of corporate governance guidelines applicable to the Company
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Overseeing the evaluation of the Board, and each committee of the Board
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Taking a leadership role in shaping the corporate governance of the Company
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Developing director orientation and continuing education programs
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Oversees sustainability and ESG, and coordinates with other committees of the Board, such as the Compensation and Talent Committee, regarding matters within their purview.
|
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The Board has determined that all members of the Nominating and Corporate Governance Committee are independent under both NYSE listing standards and SEC rules. The Charter of the Nominating and Corporate Governance Committee can be found under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
.
AUDIT COMMITTEE
The Audit Committee assists the Board in its oversight of:
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The integrity of our quarterly and annual financial statements
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Our compliance with legal and regulatory requirements
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Our independent auditors’ qualifications and independence
|
The performance of our internal audit function and independent auditors
|
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The Board has determined that all members of the Audit Committee are independent under both NYSE listing standards and SEC rules. The Charter of the Audit Committee can be found under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
.
Audit Committee Financial Experts
The Board has determined that all members of the Audit Committee are financially literate as that qualification has been interpreted by the Board in its business judgment and that Messrs. Reilly, Basu and Carter are “audit committee financial experts” under SEC rules.
COMPENSATION AND TALENT COMMITTEE
The Compensation and Talent Committee assists the Board in fulfilling its responsibilities by:
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Providing oversight of our compensation plans, policies and programs, compensation of the Company’s CEO and executive officers, executive succession planning and talent management
|
Producing an annual report for executive compensation for inclusion in the Company’s annual proxy statement
|
Evaluating the CEO’s performance
|
Reviewing and assessing the Company’s culture and strategies relating to talent management including:
•
talent recruitment, retention and development;
•
workforce diversity, equity inclusion;
•
employee engagement and well-being; and
•
employment practices, including with respect to the Company’s process and analysis for assessing pay equity
|
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In 2023, the Board approved a recommendation from the Nominating and Corporate Governance Committee to transition oversight of talent management, including the Chief Executive Officer performance evaluation, management succession planning and diversity, equity and inclusion, from the Nominating and Corporate Governance Committee to the Compensation Committee, which was renamed the Compensation and Talent Committee.
The Board has determined that all members of the Compensation and Talent Committee are independent under both NYSE listing standards and SEC rules. Each member of the Compensation and Talent Committee
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is a “non-employee director” under Section 16 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Charter of the Compensation and Talent Committee can be found under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
.
Role of Independent Compensation Consultant
The Compensation and Talent Committee engaged Pearl Meyer to serve as its independent compensation consultant to provide analysis and advice on such items as pay competitiveness, incentive plan design, performance measurement and other relevant market practices and trends with respect to executive and director compensation. For more information on the role of the independent compensation consultant in compensation recommendations and decisions, and the Compensation and Talent Committee’s assessment of the independence of the consultant, please see “CDA — Input from Independent Compensation Consultant” on page 51.
Role of Management
In addition to receiving input from its independent compensation consultant, the Compensation and Talent Committee also receives recommendations from the CEO on the compensation of each executive officer other than himself. For more information on the role of management in compensation recommendations and decisions, please see “CDA — Input from Management” on page 50.
COMPENSATION AND TALENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
N
o member of the Compensation and Talent Committee is now, or was during 2023 or any time prior thereto, an officer or employee of the Company. No member of the Compensation and Talent Committee had any relationship with the Company or any of its subsidiaries during 2023 pursuant to which disclosure would be required under applicable rules of the SEC pertaining to the disclosure of transactions with related persons. None of the executive officers of the Company currently serves or has served in the past on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on the Company’s Board or Compensation and Talent Committee.
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FINANCE AND RISK COMMITTEE
The Finance and Risk Committee assists the Board in fulfilling its responsibilities by:
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Reviewing our policies and strategies for achieving finance (capital and liquidity management) objectives and reviewing outcomes
|
Reviewing our policies and strategies for achieving investment (investing of the Company’s assets for investment return) objectives and reviewing outcomes; and
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Acting as the focus committee of the Board for oversight of the Company’s enterprise risk management activities in conjunction with the Audit Committee and its risk management responsibilities
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The Board has determined that all members of the Finance and Risk Committee are independent. The Charter of the Finance and Risk Committee can be found under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
.
INFORMATION TECHNOLOGY COMMITTEE
The Information Technology Committee assists the Board in fulfilling its responsibilities by:
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Reviewing the effectiveness of our information technology strategy, operations and investments in support of our overall business and operating strategy
|
Providing input and perspective on technology advances and innovation and their potential to further our strategy; and
|
Reviewing the effectiveness of our policies with respect to information technology risk assessment and risk management, including cybersecurity policies, controls and procedures.
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The Board has determined that all members of the Information Technology Committee are independent. The Charter of the Information Technology Committee can be found under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
.
COMMUNICATING WITH THE INDEPENDENT CHAIR, THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE
To contact the Board Chair and the other non-management members of the Board, interested persons may write to the Chair of the Board of Directors, c/o Corporate Secretary, Assurant, Inc., 260 Interstate North Circle SE Atlanta, GA 30339 or submit questions or concerns by email to boardchair@assurant.com. Relevant communications will be distributed to the Board, or to individual director or directors, as appropriate, depending on the facts and circumstances.
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Certain items that are unrelated to the duties and responsibilities of the Board will be excluded, such as:
•
business solicitations;
•
junk mail, mass mailings and spam;
•
new product and new services suggestions;
•
resumes and other employment inquiries; and
•
surveys.
In addition, material that is unduly hostile, threatening or illegal will be excluded. If any such material also raises issues of potential legitimate concern to the Board (including matters of corporate governance, alleged fraud or irregularities, or alleged control deficiencies), they will be brought to the Board’s attention without the offensive material.
To contact the Audit Committee with a complaint regarding accounting, internal accounting controls or auditing matters with respect to the Company, interested persons may write to the Global Ethics Compliance Officer, c/o Corporate Secretary, Assurant, Inc., 260 Interstate North Circle SE Atlanta, GA 30339 or via email at corporatesecretary@assurant.com. Relevant communications will be distributed to the Chair of the Audit Committee of the Board of Directors.
SUSTAINABILITY
Assurant is a purpose-driven company committed to making meaningful advancements each year to integrate our sustainability efforts into our long-term strategy to support our business outcomes, our global business and operations, and our product and service offerings. Our Board, Management Committee and employees understand the importance of sustainability to deliver greater value as we operate our business each day and support Assurant’s long-term strategy.
As we build a more successful and sustainable future, our sustainability strategy helps us make better-informed decisions that consider broader societal issues affecting our clients, customers, investors, communities and employees. We are holding ourselves accountable as we fortify our strengths and enhance the Company’s long-term performance. As the global market, consumer needs, organizational expectations and sustainability standards continue to evolve, Assurant will further integrate sustainability considerations into our products and services, operations, risk management, investments and disclosures.
Oversight
The Board directly oversees sustainability matters relating to the Company’s strategy and related initiatives. The Nominating and Corporate Governance Committee has ultimate oversight responsibility for how the Company manages sustainability, and coordinates with other committees of the Board to oversee specific environmental, social and governance (ESG) matters within their purview. The Compensation and Talent Committee oversees the significant human capital management programs of the Company, including the Company’s efforts and commitment to diversity, equity and inclusion. Our President and CEO, together with our Chief Operating Officer and Senior Vice President, Global Communications and Sustainability, set the direction of our sustainability strategy in collaboration with the Management Committee.
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The Company’s ESG Oversight and Action Committee, comprised of select Management Committee members and senior management across key functional areas provides oversight of the Company’s business-aligned sustainability strategy for long-term value creation; establishes the Company’s ESG policy; approves the Company’s sustainability initiatives internally and recommends ESG strategy for Board approval; and supports the integration of the Company’s sustainability strategy throughout the organization.
|
SUSTAINABILITY AND ESG OVERSIGHT
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Board
.
Directly oversees sustainability matters relating to the Company’s strategy and related initiatives
|
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Nominating and Corporate Governance Committee
|
Compensation and Talent Committee
|
Audit Committee
|
Finance and Risk Committee
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Delegated by the Board with ultimate responsibility for how the Company manages sustainability
|
Oversees culture and talent management strategies, including the Company’s efforts and commitment to diversity, equity and inclusion
|
Oversees climate-related risks relating to financial statements, internal control over financial reporting disclosures, SEC disclosures and compliance with the Code of Ethics
|
Oversees integration of
ESG factors into Company’s investment strategy as well as climate-related risk management activities, including risks relating to catastrophe reinsurance
|
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|
éê
|
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ESG Oversight and Action Committee
.
Comprised of select Management Committee members and senior management across key functional areas and the business
|
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|
Provide relevant ESG oversight required to identify, develop and set business-aligned ESG strategy
Recommend and approve enterprise ESG initiatives
Support the integration of enterprise-wide ESG strategy
|
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|
éê
|
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Day-to-day Implementation
.
Overall ESG strategic direction set by President and CEO, together with Chief Operating
Officer and SVP, Global Communications and Sustainability
|
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|
Key aspects of ESG are managed by leaders in sustainability, investor relations, risk
management, strategy, facilities, legal, ethics compliance, internal audit, information security, global sourcing facilities, procurement (supply chain), accounting, actuarial, customer experience, DEI and people organization (talent)
|
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2020 - 2025 ESG Areas of Strategic Focus
We have identified through our longer-term strategic planning process with our Board three multiyear ESG focus areas important for the success of our business: Talent, Products, and Climate. By focusing on these areas that are core to our business, we ensure we have a highly talented workforce, innovative products, and appropriate climate-related risk management, which is critical to our success.
Talent
We aspire to foster a diverse, equitable and inclusive culture to drive innovation for the benefit of our stakeholders. Our people are the core of Assurant’s competitive advantage because we know that diversity broadens our perspective and promotes innovation. It is a central reason why Assurant is increasingly recognized as a global employer of choice. We will continue to adapt and evolve new ways of working to strengthen our global bench of talent and commitment to fair, equitable pay and benefits. 2023 key highlights include:
| Ongoing Employee Feedback Listening |
We regularly engage with our employees to seek feedback through an array of forums and channels, including one-on-one discussions with managers, interactive townhall meetings, targeted employee surveys and our enterprise-wide listening program designed to expand opportunities for anonymous, real-time feedback between managers and employees.
Results from our most recent enterprise-wide listening program, which concluded in June 2023, benefited from strong employee participation and demonstrate that employees generally feel engaged and aligned with the Company’s priorities. We conducted employee focus groups that helped validate that the recommended benefits plan changes for 2023 met the needs of our diverse workforce particularly around predictability and affordability of health care costs. Additionally, there were several 2024 enhancements such as increased employer contributions, expanded plan offerings, and more affordable virtual care and mental health access. |
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| Commitment to Diversity Inclusion |
In 2023, we strengthened our commitment to disability inclusion by signing the Disability:IN Pledge. Disability:IN is a leading nonprofit resource for disability inclusion globally and one of our current diversity, equity and inclusion strategic partners.
We expanded our employee resource groups (“ERG”), which now include Women@Assurant, Veterans@Assurant, Mosaic@Assurant, Pride@Assurant, and Abilities@Assurant. These ERGs provide employees a forum to raise topics that are important to underrepresented groups. We enhanced our enterprise-wide mentorship program providing select underrepresented minorities groups, women and allies with mentorship opportunities. We also expanded our employees’ participation in targeted development programs for women and underrepresented groups including representation at various HACE (Hispanic Alliance for Career Enhancement), ELC (Executive Leadership Council), LEAP (Leadership Acceleration Program) and Disability:IN forums. |
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| Investing in Our People |
We remain focused on employee engagement and investments in programs to support career development as well as recognizing and rewarding performance. We enhanced our internal career site to support employees in discovering new job opportunities as they become available.
We introduced Leading the Way, which is intended to further grow skills, capabilities and careers to impact engagement, performance and drive results, broadening career opportunities while also reinforcing a culture of strong ethics and compliance. We launched partnerships with leading industry tools to provide all employees with access to a virtual mentor to further develop professional and managerial skills. |
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Products
We aspire to help customers thrive in the connected world. We deliver differentiated experiences by being customer-centric, anticipating the needs of the customers we serve, and are an industry leader in incubating and bringing to market innovative solutions through a broad array of products and services. 2023 key highlights include:
| Electric Vehicle Product |
EV-One, our electric vehicle and hybrid protection policy, is available in 12 countries.
EV-One provides extensive repair replacement and comprehensive battery coverage, helping to support the adoption of energy-efficient vehicles with customer-centric service that enhances the experience and benefits of driving an EV or plug-in hybrid electric vehicle. |
||||||||||
| Repurposing Mobile Devices |
In 2023, Assurant repurposed over 22 million mobile devices.
We introduced Assurant
®
Carbon IQ™: the first solution that provides detailed measurement and insights on the carbon impact of individual connected devices, including refurbished devices, throughout the device lifecycle.
|
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Climate
We aspire to operate in ways that minimize our carbon footprint and enhance sustainability. We work to strengthen climate resiliency, extend and enhance product life cycles, and identify vulnerabilities through robust risk management as we measure impact and enhance the products and services we offer. We are improving energy efficiency in our owned facilities and enabling a more hybrid work model to support our business and talent strategy, as larger portion of our employees are working remote and reducing our footprint where appropriate. 2023 key highlights include:
| Reduce GHG Emissions by 40 Percent by 2030 | We continued to make progress on our science-based aligned target to reduce Scope 1 and Scope 2 GHG emissions by 40% by 2030 from a 2021 base year, including a reduction of our enterprise Scope 1 and Scope 2 GHG emissions by 12.5 percent year-over-year. | ||||||||||
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| Enhanced and Verified Emissions Reporting | We continue to enhance our emissions reporting, including purchased goods and services, and use of sold products, a category that pertains exclusively to our mobile business. We engaged a third party to conduct an independent verification of all Scope 1, Scope 2 and relevant Scope 3 GHG emissions, excluding our investment portfolio. In 2023, we continued Scope 3 reporting of our investment portfolio by industry and asset class, and expanded reporting by geographic region. | ||||||||||
| Climate Action Policy | We continue to uphold and adhere to our Responsible Investing Commitment Policy and our Climate Action Policy, which identifies the steps that we will take to continue to integrate our environmental commitment into our business operations and maintain the appropriate governance and oversight to monitor, manage, and continuously improve our climate action and environmental performance. | ||||||||||
In addition to our ongoing engagement with key stakeholders, including our stockholders, Assurant completed an impact-based ESG prioritization assessment to further inform our sustainability strategy and prioritize the ESG topics that most impact Assurant’s value, society and the environment. The results reaffirmed that our ESG reporting areas are in line with evolving reporting standards and requirements, with high-priority topics including diversity, equity and inclusion, climate change adaptation, and opportunities to engage further with our clients and suppliers on circular economy. This will allow us to further evaluate and consider our short- and long-term enterprise sustainability aspirations and commitments, helping to shape our longer-term sustainability strategic roadmap.
Additional information about our sustainability efforts, and our most recent Sustainability Report, can be found on our website at
https://www.assurant.com/about-us/sustainability
.
POLITICAL ACTIVITIES POLICY STATEMENT
We have a policy governing our political activities to ensure they are conducted in full compliance with applicable law and align with our corporate purpose and values. Among other things, the policy states that Assurant does not use corporate resources for political contributions to political candidates, parties, or committees, even where it is allowed by law. As permitted by federal election law, Assurant sponsors the Assurant Inc. Political Action Committee (“PAC”), a federal political action committee registered with the Federal Election Commission, and funded solely through voluntary employee contributions. As legally permitted, Assurant supports the modest cost of administering the PAC. The Nominating and Corporate Governance Committee exercises oversight over our political activities, including our public policy priorities, engagement with officials and other stakeholders, and compliance with laws and regulations. Our Political Activities Policy is available under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
.
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Compensation Discussion and Analysis
EXECUTIVE SUMMARY
Introduction
This Compensation Discussion and Analysis (“CDA”) provides a detailed review of the compensation principles and strategic objectives governing the compensation of the following individuals, who were our named executive officers (“NEOs”) for 2023:
| Name | Title | |||||||||||||
| Keith W. Demmings | President, Chief Executive Officer | |||||||||||||
| Keith R. Meier |
Executive Vice President, Chief Financial Officer
1
|
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| Francesca L. Luthi |
Executive Vice President, Chief Operating Officer
2
|
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| Robert A. Lonergan | Executive Vice President, Chief Marketing Risk Officer | |||||||||||||
| Michael P. Campbell | Executive Vice President, President Global Housing | |||||||||||||
| Richard S. Dziadzio |
Former Executive Vice President, Chief Financial Officer
3
|
|||||||||||||
1
Mr. Meier was promoted to Executive Vice President, Chief Financial Officer on November 15, 2023.
2
Ms. Luthi was promoted to Executive Vice President, Chief Operating Officer on November 15, 2023.
3
Mr. Dziadzio ceased serving as Executive Vice President, Chief Financial Officer on November 15, 2023.
2023 Compensation Highlights
Assurant continues to execute its strategy to drive shareholder value. In November 2023, Assurant realigned its executive team to support our global growth aspirations by appointing Keith Meier as Chief Financial Officer and Francesca Luthi as Chief Operating Officer. The appointments highlighted our ability to deploy our deep bench of talent and evolve from a position of strength. During his 25-year tenure at Assurant, Mr. Meier has held leadership roles within several of Assurant’s global businesses and brings a combination of financial, business, and commercial expertise and a commitment to drive shareholder value through strategic investments and disciplined capital allocation. After serving as Chief Administrative Officer, Ms. Luthi assumed expanded responsibilities for Assurant’s global operations and the company’s centers of excellence for customer experience, data analytics, and digital and artificial intelligence transformation, while maintaining oversight of the company’s people organization, communications, sustainability, DEI, global sourcing, and facilities functions. She will focus on operational excellence and accelerating value realization through the ongoing deployment of emerging technologies. Additionally, after nearly a decade of holding various leadership roles within Assurant’s people organization, Subhashish Sengupta was appointed Chief People Officer. As the head of the company’s human resources department, Mr. Sengupta will focus on the talent aspect of our ESG strategy, seeking to foster a diverse, equitable and inclusive culture to drive innovation for the benefit of all stakeholders, and will work closely with the Compensation and Talent Committee in its oversight of talent and culture.
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Assurant’s commitment to driving shareholder value extends to our compensation programs. Assurant’s executive compensation decisions in 2023 reflect our strong pay for performance philosophy. Our vision is to be the leading global business services company supporting the advancement of the connected world. We are focused on continued long-term profitable growth of our portfolio of market-leading businesses by providing integrated offerings through a superior, digital-first customer experience, deploying our capital strategically and investing in our talent. Our executive compensation programs are aligned with the Company’s strategic and financial objectives and are designed to link the interests of our NEOs with those of our stockholders by directly tying a majority of our NEO compensation with the Company’s financial and stock price performance.
As we evolve our compensation programs, we explore opportunities to further strengthen pay for performance through plan design and metrics. In 2022, given the Company’s ongoing shift to more fee-based businesses, Assurant introduced
Adjusted EBITDA, excluding reportable catastrophes, and Adjusted earnings, excluding reportable catastrophes, per diluted share, as its performance metrics for the enterprise.
For 2023, the Company changed the metrics of its compensation plans to align with the evolution of its enterprise performance metrics. For the Executive Short Term Incentive Plan (“ESTIP”), the
metrics
are
comprised of 50% Adjusted EBITDA, excluding reportable catastrophes, 30%
net earned premiums, fees and other income
, and 20% a new individual performance component introduced to better allow differentiation of total payouts for the NEOs based on their individual contributions and attainment of strategic, financial and leadership goals. For the Long Term Equity Incentive Plan (“ALTEIP”), we moved to 50% Adjusted earnings, excluding reportable catastrophes, per diluted share, with no change to the 50%
TSR relative to the SP 500 Index.
The metrics exclude reportable catastrophes because they create volatility that is beyond management’s control and the Compensation and Talent Committee believes management should be focused on the underlying performance of the business, which is consistent with how the Company reports its results.
Our executive compensation program has three primary elements: annual base salary, annual cash incentives as part of our ESTIP, and long-term equity incentives as part of our ALTEIP. Each of these pay elements serves a specific purpose in our compensation strategy. Based on our performance and consistent with the design of our program, the Compensation and Talent Committee made the following decisions for 2023:
•
Annual base salary:
The Compensation and Talent Committee set the fixed cash compensation for our CEO and reviewed and approved the fixed cash compensation for our other NEOs based on qualifications, experience, performance, role, career progression, market data and internal pay equity. See “The Compensation and Talent Committee’s Decision-Making Process” beginning on page 50 and “Annual Base Salary” beginning on page 52 for details.
•
Annual Incentive Plan (“ESTIP”):
The Compensation and Talent Committee set ESTIP performance goals for 2023
based on Adjusted EBITDA and net earned premiums, fees and other income of the consolidated enterprise. These goals were designed to support the Company’s strategic and financial objectives, including continued profitable growth.
Based on the Company’s performance against the ESTIP perfor
mance goals, our NEOs received annual incentive payments calculated on the basis of Adjusted EBITDA (weighted at 50%) performing at 2.00, net earned premiums, fees and other income (weighted 30%) performing at 1.09, for a
total 1.66 enterprise financial performance factor, and an individual performance component (
weighted at 20%). ESTIP metrics and NEO payouts are described in greater detail in “Annual Incentive Compensation” beginning on page 53.
•
Long-Term Equity Incentive Plan (“ALTEIP”):
For 2023, our NEOs received 75% of their annual ALTEIP awards in the form of PSUs and 25% in the form of RSUs. PSUs are designed to support the Company’s ongoing strategic and financial objectives, including continued profitable growth and sustainable long-term stockholder return, thereby closely aligning the interests of management and stockholders. Payouts under the PSUs are determined at the end of a three-year performance cycle based on the Company’s TSR results relative to the SP 500 Index and A
djusted earnings, excluding
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reportable catastrophes, per diluted share
. Generally, PSUs vest on the third anniversary of the grant date. Based on actual performance results, for PSUs granted in 2020, NEOs received shares of common stock equal to 83% of their target PSUs and for PSUs granted in 2021, NEOs received shares of common stock equal to 115% of their target PSUs.
ALTEIP metrics and NEO payouts are described in greater detail in “Long-Term Equity Incentive Compensation” beginning on page 56.
2023 Say-on-Pay Vote and Stockholder Engagement
At our 2023 Annual Meeting, stockholders again voted strongly in support of Assurant’s executive compensation program with approximately
96
% of votes cast in support of our say-on-pay proposal. Executive compensation was a key topic of discussion during
our ongoing stockholder engagement and o
ur Board Chair joined our engagement with our top institutional investors. We highlighted executive management appointments, changes to align the 2023 executive compensation plans with the evolution of the Company’s performance metrics, the addition of the
individual performance component
to the ESTIP, and the Company’s wellbeing programs. Our stockholder engagement program is described in further detail in “Stockholder Rights and Engagement” beginning on page 30.
Strong Executive Compensation Governance Practices and Policies
Our executive compensation programs are informed by strong governance practices that reinforce our pay for performance philosophy, support our culture of accountability, and encourage prudent risk management.
| What We Do | What We Don’t Do | |||||||||||||
|
☑
Heavy emphasis on variable compensation
|
☒
No “single trigger” change in control agreements
|
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|
☑
Significant portion of annual and long-term incentives are performance based “at risk”
|
☒
No tax gross ups upon change in control
|
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☑
Robust stock ownership guidelines for directors and executive officers
|
☒
No hedging or pledging of company stock
|
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☑
Incentive recoupment (clawback) policy and provisions
|
☒
No significant perquisites
|
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|
☑
Proactive stockholder engagement
|
☒
No dividends paid on unvested PSUs
|
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|
☑
Annual risk assessments
|
☒
No employment agreements with executive team
|
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WHAT GUIDES OUR PROGRAM
Our Executive Compensation Principles
Set forth below are our core executive compensation principles, along with key features of our executive compensation program that support these principles:
|
Executive compensation programs should align the interests of our executives with those of our stockholders by tying compensation to the Company’s stock price and financial performance.
|
||
•
Significant portions of executive compensation are variable and tied to the Company’s stock price and financial performance. 89% of our CEO’s and 77% of our other NEOs’ total target direct compensation is variable and the majority in the form of equity to align the NEOs’ interests with those of our stockholders. The charts below do not include any one-time equity grants or awards outside of target annual total direct compensation, if any.
|
Executive compensation opportunities should be sufficiently competitive to motivate and retain talent while aligning their interests with those of our stockholders.
|
||
•
When setting target total direct compensation opportunities (base salary, ESTIP and ALTEIP) for our NEOs, the Compensation and Talent Committee considered comparable positions at companies included in published surveys. The Compensation and Talent Committee also considered the scope of an NEO’s role and his or her individual performance, contributions and experience.
•
The Company selects performance metrics that seek to achieve the appropriate balance between annual and long-term incentives that are supportive of the Company’s strategic and financial goals.
•
Stock-based compensation outweighs cash-based compensation to further align NEOs with long-term value creation.
•
Each NEO’s annual incentive opportunity and PSUs are contingent on the Company’s performance. If the Company does not achieve threshold performance with respect to its ESTIP or ALTEIP PSU metrics, there is no payout under those plans.
•
75% of the annual long-term equity incentive award granted to our NEOs in 2023 was delivered in the form of PSUs, with a three-year cumulative performance period, and 25% was delivered in the form of RSUs, with a three-year annual vesting schedule.
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|
Our incentive-based programs should motivate our executives to deliver strong, sustainable results.
|
||
•
We design performance goals under our ESTIP so that above-target compensation will only be paid if the Company delivers above-target performance
based on Adjusted EBITDA, excluding reportable catastrophes, and net earned premiums, fees and other income.
•
Payouts for PSU awards granted in 2023 are based on performance results over a three-year cumulative performance period with respect to TSR relative to the SP 500 Index and Adjusted earnings, excluding reportable catastrophes, per diluted share.
•
We design performance goals under our ALTEIP such that payouts on the TSR metric reach above-target levels only if our performance exceeds the 50th percentile of the index.
•
The maximum payout under the Company’s ESTIP and ALTEIP is capped at 200% of each NEO’s target opportunity.
The Compensation and Talent Committee’s Decision-Making Process
The Compensation and Talent Committee oversees our executive compensation program and advises the full Board on general aspects of Assurant’s compensation and benefit policies. The Compensation and Talent Committee is composed entirely of independent directors, as determined in accordance with its charter, our Corporate Governance Guidelines and applicable New York Stock Exchange (“NYSE”) rules. The Compensation and Talent Committee’s charter and our Corporate Governance Guidelines are available under the “Corporate Governance” subsection of the “Investor Relations” section of our website at
http://ir.assurant.com
.
The following chart outlines the Compensation and Talent Committee’s annual process in setting NEO compensation:
|
è
|
è
|
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|
Step 1
|
Step 2
|
Step 3
|
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|
Committee reviews competitive assessment of current target total direct compensation levels and pay positioning as prepared by an independent compensation consultant.
|
Committee considers recommendations from CEO on compensation of other NEOs.
|
Committee establishes total direct compensation opportunities for NEOs.
|
||||||||||||||||||||||||||||||
For 2023, the Compensation and Talent Committee evaluated the recommendations of our CEO for the compensation of our other NEOs, together with information and analysis provided by its independent compensation consultant, using published survey data
, as described in “Compensation Peer Group” on page 51
. The Compensation and Talent Committee exercises its discretion in evaluating, modifying, approving or rejecting the CEO’s recommendations and makes all final decisions with regard to base salary, short-term incentives and long-term incentives for all executive officers, including the NEOs. The Compensation and Talent Committee also regularly meets in executive sessions without members of management present to discuss recommendations and make decisions with respect to compensation for the Company’s executive officers.
Input from Management
Our CEO is not involved in the Compensation and Talent Committee’s determination of his compensation. The CEO completes a self-assessment of his own performance against prescribed criteria and each independent director separately assesses the CEO’s performance using the same criteria. Our CEO annually
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reviews the performance and compensation of each of our executive officers relative to market pay levels using published survey data
, as described in “Compensation Peer Group” on page 51
and makes recommendations regarding their compensation to the Compensation and Talent Committee. The CEO also provides input to the Compensation and Talent Committee on the ESTIP and ALTEIP performance goals for the Company’s executive officers.
Input from Independent Compensation Consultant
Our Compensation and Talent Committee has the authority to engage and retain an independent compensation consultant and engaged Pearl Meyer throughout 2023. The nature and scope of the services provided by Pearl Meyer in 2023 included participating in Compensation and Talent Committee meetings, benchmarking compensation for the executive officers, providing advice and recommendations related to the compensation of executive officers, plan design and director compensation, and providing updates on trends and developments in executive compensation.
The decisions made by the Compensation and Talent Committee are the responsibility of the Compensation and Talent Committee and may reflect factors other than the recommendations and information provided by its independent compensation consultant. The Compensation and Talent Committee assessed the independence of Pearl Meyer in 2023, as required under NYSE listing rules. The Compensation and Talent Committee also considered and assessed all relevant factors, including those set forth under the Exchange Act, that could give rise to a potential conflict of interest with respect to the compensation consultant. Based on this review, we are not aware of any conflict of interest raised by the work performed by Pearl Meyer that would prevent it from serving as an independent consultant to the Compensation and Talent Committee.
Compensation Peer Group
The Compensation and Talent Committee determined that for 2023, consistent with recent years,
a broad sample of general industry companies regressed to the Company’s revenue size would serve as the most appropriate comparison for evaluating the market competitiveness of pay levels. The Compensation and Talent Committee used Willis Towers Watson general industry survey data, which includes a broad representation of companies across a variety of industries, as the market reference for evaluating pay positioning when establishing 2023 pay levels. The Compensation and Talent Committee referenced target total direct compensation for each NEO with that provided to executives with similar responsibilities at companies included in the general industry survey data described above
.
Compensation may vary from the median range as necessary to reflect the skills, experience and performance of the individual or the scope of responsibilities for that role. The Compensation and Talent Committee received an assessment from its independent compensation consultant relating to target total direct compensation, which concluded that our NEOs were generally appropriately positioned within a competitive range relative to similarly situated executives based on the scope of an NEO’s role and his or her skills, experience and individual performance. The Compensation and Talent Committee will continue to periodically evaluate the survey data used to evaluate pay levels and whether a custom peer group can be developed to provide meaningful comparison for evaluating compensation levels.
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2023 EXECUTIVE COMPENSATION PROGRAM
Elements of Compensation
Our NEOs’ total direct compensation has three elements as set forth in the table below:
|
Compensation Element
|
Objective/Purpose
|
||||||||||
|
Annual base salary
|
Competitive base salaries support our ability to attract and retain executive talent.
|
||||||||||
|
Annual incentive program (ESTIP)
|
Motivates executives to achieve specific near-term enterprise goals designed to support the Company’s strategic and financial objectives.
|
||||||||||
|
Long-term equity incentive program (ALTEIP)
|
Aligns management’s interests with stockholders’ interests. Reinforces a culture of accountability focused on long-term value creation and is a key element of retaining executive talent.
|
||||||||||
Annual Base Salary
Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain executive leadership talent.
For more information, please see “Summary Compensation Table” on page 65 bel
ow. Base salaries for 2022 and 2023 were as follows:
|
Name
|
2022 Base Salary ($)
1
|
2023 Base Salary ($)
1
|
% Increase
|
||||||||||||||
|
Keith W. Demmings
|
1,000,000 | 1,000,000 | —% | ||||||||||||||
|
Keith R. Meier
2
|
610,000 | 730,000 | 20% | ||||||||||||||
|
Francesca L. Luthi
3
|
525,000 | 625,000 | 19% | ||||||||||||||
|
Robert A. Lonergan
|
500,000 | 500,000 | —% | ||||||||||||||
| Michael P. Campbell | 520,000 | 520,000 | —% | ||||||||||||||
| Richard S. Dziadzio | 680,000 | 680,000 | —% | ||||||||||||||
1
The base salary amounts listed in the table represent each NEO’s base salary rate. Actual base salary paid in the calendar year differs slightly from these amounts due to the payroll calendar.
2
Mr. Meier's base salary was increased to $625,000 in January 2023 to narrow the gap to market median given his outstanding contributions during 2022. Mr. Meier's base salary was then increased to $730,000 in November 2023 in connection with his promotion to Executive Vice President, Chief Financial Officer.
3
Ms. Luthi's base salary at the start of 2023 was $525,000. Ms. Luthi’s base salary was increased to $625,000 in November 2023 in connection with her promotion to Executive Vice President, Chief Operating Officer.
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Annual Incentive Compensation
The ESTIP provides our NEOs the opportunity to earn a performance-based annual cash incentive award. Actual incentive payouts can range from 0% to 200% of target award amounts depending on performance achievements. Target annual incentive opportunities are expressed as a percentage of base salary. Target award opportunities for 2023 were as follows:
|
Name
|
2023 Base Salary ($)
|
Target Annual Incentive (as a % of Salary)
|
Target Annual Incentive ($)
|
||||||||||||||
|
Keith W. Demmings
|
1,000,000 | 150% | 1,500,000 | ||||||||||||||
|
Keith R. Meier
1
|
638,521 | 103% | 654,965 | ||||||||||||||
|
Francesca L. Luthi
2
|
537,877 | 100% | 537,877 | ||||||||||||||
|
Robert A. Lonergan
|
500,000 | 100% | 500,000 | ||||||||||||||
| Michael P. Campbell | 520,000 | 90% | 468,000 | ||||||||||||||
| Richard S. Dziadzio | 680,000 | 100% | 680,000 | ||||||||||||||
1
Upon Mr. Meier’s promotion to Executive Vice President, Chief Financial Officer, the Compensation and Talent Committee approved an annual incentive target of 120%, effective as of November 15, 2023. Prior to this promotion, Mr. Meier’s target award opportunity was 100% of his then-current base salary. His target annual incentive was calculated using base salaries and bonus target percentages for the year, on a prorated basis, based on the effective date of the promotion.
2
Ms. Luthi's target annual incentive was calculated using a time weighted average of her base salary rates in 2023 before and after her promotion effective November 15, 2023, multiplied by her target annual ESTIP opportunity of 100%.
Each year, the Compensation and Talent Committee seeks to select and weight metrics to align with the Company’s strategic and financial objectives.
For 2023, the Compensation and Talent Committee
continued to prioritize financial performance metrics focused on profitability and revenue growth (n
et earned premiums, fees and other income), set at the enterprise level, and introduced a new individual performance component to differentiate award payouts and recognize contributions to strategic, financial and leadership goals. The mix of metrics for 2023 was as follows:
|
ESTIP Metrics
|
Weight
|
||||||||||
|
Adjusted EBITDA, excluding reportable catastrophes
|
50%
|
||||||||||
|
Net earned premiums, fees and other income
|
30%
|
||||||||||
|
Individual performance component
|
20%
|
||||||||||
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2023 Financial Performance Levels and Results
1
,2
The following table shows the financial performance necessary to achieve threshold (50% payout), target (100% payout), and maximum (200% payout) annual incentive award amounts, along with actual results for 2023.
| ESTIP Metrics | Weight | Threshold | Target | Maximum |
Actual
3
|
Performance Factor | ||||||||||||||||||||
|
Adjusted EBITDA
(excluding reportable catastrophes)
4
|
50% | $1,014 | $1,193 | $1,312 | $1,369 | 2.00 | ||||||||||||||||||||
|
Net earned premiums, fees and other income
4,5
|
30% | $8,697 | $10,232 | $11,767 | $10,704 | 1.09 | ||||||||||||||||||||
| Enterprise Financial Performance Factor | 1.66 | |||||||||||||||||||||||||
1
Dollar amounts applicable to performance levels are in millions. The performance levels included in this table are disclosed only to assist investors and other readers in understanding the Company’s executive compensation. They are not intended to provide guidance on the Company’s future performance and should not be relied upon as predictive of the Company’s future performance or the future performance of any of our operating segments.
2
Certain measures are non-GAAP. A reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in Appendix A hereto.
3
Results in this column may differ from the Company’s reported results based on the framework described under the “PSUs” subsection of the “Long-Term Equity Incentive Compensation” section on page 56 below. Results for 2023 were as reported, and not adjusted pursuant to the framework.
4
Payouts are interpolated between points for performance between threshold and target and target and maximum.
5
2023 target was set to deliver growth from 2022 actual results and aligns with 2023 revenue expectations included in market outlook.
Based on the above financial performance results, the portion of the 2023 ESTIP payout linked to the Company financial objectives achieved an
enterprise financial performance factor of 1.66.
Quantitative and Qualitative Factors - lndividual Performance Component
Each NEO has an individual performance component, weighted 20% of their target award. The component is based on the CEO’s evaluation of each NEO’s performance (and the Compensation and Talent Committee’s evaluation in the case of the CEO) against established performance goals aligned with the Company’s
strategic, financial and leadership goals selected to position the Company for continued long-term profitable growth. Each NEO’s performance component
reflects the individual’s overall performance results against the performance goals. We look for our NEOs to demonstrate leadership behavior in a variety of aspects including ability to inspire and motivate, collaborate, drive DEI, and execute with rigor.
Successful implementation of significant initiatives and projects may also be considered.
The individual performance component of the award may range from zero to 200% of target, similar to the financial performance metrics. We utilized payout guidance by performance grading consistent with our approach for our broader annual incentive award-eligible population, to help guide pay decisions that are reflective of our pay for performance philosophy. Final approval of all compensation payments to our NEOs is made by the Compensation and Talent Committee, which retains authority to make discretionary adjustments in the award amounts.
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Achievements versus individual performance goals considered by the Compensation and Talent Committee when determining each NEO’s individual performance component for 2023 included:
| Keith W. Demmings |
•
Drove financial outperformance through growth initiatives and expense management
•
Enhanced and retained key customer relationships through his personal involvement
•
Significantly strengthened our capital position
|
|||||||||||||
|
Keith R. Meier
|
•
Delivered significant savings with our Digital First program
•
Drove development of short- and long-term capabilities across the COO value chain, including leveraging our Global Capability Centers
•
Progressed key technology transformation and enabled new solutions to come to market
|
|||||||||||||
| Francesca L. Luthi |
•
Strengthened culture and talent across the company including implementing successful leadership development and succession
•
Delivered value through transformation of HR operations and corporate real estate
•
Achieved significant sourcing and facilities savings
|
|||||||||||||
| Robert A. Lonergan |
•
Shaped growth strategy through evaluation of key opportunities for organic and inorganic growth
•
Led several critical initiatives and assessments to drive growth and manage risk
•
Contributed to enhancement of the risk management organization and focus
|
|||||||||||||
| Michael P. Campbell |
•
Led strong recovery of Global Housing financial performance, outperforming target financial plan
•
Pursued top prospects, securing a key client win and advancing several relationships
•
Led team to deliver financial and operational plans and reset Global Housing leadership teams, including increasing diversity
|
|||||||||||||
| Richard S. Dziadzio |
•
Mr. Dziadzio’s individual performance component was set at 1.0 pursuant to the terms of his separation agreement. For more information, please see “Narrative to Potential Payments Upon Termination or Change in Control - Separation Agreement” on page 78 below
|
|||||||||||||
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The following table shows the actual 2023 cash bonuses paid to the NEOs pursuant to our ESTIP annual incentive plan. These figures combine the individual performance opportunities, weightings and targets previously discussed.
| NEO |
2023 Target Annual Incentive
1
|
Actual Performance | 2023 Annual Incentive Payment | |||||||||||||||||||||||
| Enterprise Financial Performance (80% of Total) |
Individual Performance Component
(20% of Total) |
|||||||||||||||||||||||||
| % | $ | % | $ | |||||||||||||||||||||||
| Keith W. Demmings | $1,500,000 | 1.66 | 1,992,000 | 1.30 | 390,000 | $2,382,000 | ||||||||||||||||||||
| Keith R. Meier | $654,965 | 1.66 | 869,793 | 1.50 | 196,489 | $1,066,282 | ||||||||||||||||||||
| Francesca L. Luthi | $537,877 | 1.66 | 714,300 | 1.50 | 161,363 | $875,663 | ||||||||||||||||||||
| Robert A. Lonergan | $500,000 | 1.66 | 664,000 | 1.30 | 130,000 | $794,000 | ||||||||||||||||||||
| Michael P. Campbell | $468,000 | 1.66 | 621,504 | 1.70 | 159,120 | $780,624 | ||||||||||||||||||||
| Richard S. Dziadzio | $680,000 | 1.66 | 903,040 | 1.00 | 136,000 | $1,039,040 | ||||||||||||||||||||
1
The target annual incentive is calculated by multiplying an NEO’s base salary rate by his or her target annual ESTIP opportunity. Mr. Meier’s target annual incentive reflects his increased base salary rate and increased target annual ESTIP opportunity in connection with his promotion on November 15, 2023. Ms. Luthi’s target annual incentive reflects her increased base salary rate in connection with her promotion on November 15, 2023.
Long-Term Equity Incentive Compensation
The 2023 ALTEIP grants awarded to the Company’s NEOs are comprised of a mix of 75% PSUs and 25% RSUs.
Increases to our NEOs’ long-term incentive opportunities in 2023 were based on factors including to acknowledge strong performance in role, motivate and sustain momentum, and to align with market.
The target PSUs and RSUs awarded for fiscal 2023 for each of the NEOs were as follows:
| Name |
2023 Target Annual Long Term Incentive
(as a % of Salary)
|
2023 PSUs (75%) | 2023 RSUs (25%) | Total Grant Date Dollar ($) Value | ||||||||||||||||||||||
| Number (#) of Units |
Grant Date Dollar ($) Value
1
|
Number (#) of Units |
Grant Date Dollar ($) Value
1
|
|||||||||||||||||||||||
| Keith W. Demmings | 650% | 43,931 | 4,875,023 | 14,644 | 1,625,045 | 6,500,068 | ||||||||||||||||||||
| Keith R. Meier | 280% | 11,828 | 1,312,553 | 3,943 | 437,555 | 1,750,108 | ||||||||||||||||||||
| Francesca L. Luthi | 250% | 8,871 | 984,415 | 2,957 | 328,138 | 1,312,553 | ||||||||||||||||||||
| Robert A. Lonergan | 210% | 7,097 | 787,554 | 2,366 | 262,555 | 1,050,109 | ||||||||||||||||||||
| Michael P. Campbell | 200% | 7,029 | 780,008 | 2,343 | 260,003 | 1,040,011 | ||||||||||||||||||||
| Richard S. Dziadzio | 300% | 13,788 | 1,530,054 | 4,596 | 510,018 | 2,040,072 | ||||||||||||||||||||
1
The actual number of PSUs and RSUs granted was calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the equity award grant date. The closing price of the Company’s stock on March 16, 2023 was $110.97.
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In connection with his appointment as Chief Financial Officer, Mr. Meier received a one-time equity award on March 16, 2024 with a grant date value of approximately $1,000,000, with 25% of such amount in the form of RSUs and 75% in the form of PSUs. In connection with her appointment as Executive Vice President, Chief Operating Officer, Ms. Luthi received a one-time equity award on March 16, 2024 with a grant date value of approximately $750,000, with 25% of such amount in the form of RSUs and 75% of such amount in the form of PSUs.
PSUs
PSUs support sustainable long-term stockholder return and closely align the interests of management and stockholders. The maximum payout opportunity for PSUs is capped at 200% of an NEO’s target opportunity. Unless a PSU recipient is retirement eligible, the recipient must be continuously employed by the Company or any of its subsidiaries through the performance determination date following the end of the applicable performance period to achieve payout.
For annual awards granted in 2020, 2021 and 2022, performance is measured with respect to two equally weighted metrics measured over a three-year performance period: absolute net operating income per diluted share (“NOI EPS”), exclud
ing reportable catastrophes, and TSR relative to the SP 500 Index.
Consistent with historical practice, the Company applies a framework for both the ESTIP and ALTEIP to determine whether extraordinary adjustments are warranted with regard to incentive plan performance. The intent is to exclude any items potentially impacting incentive outcomes which are not incurred as a result of actions taken by the existing management team, sufficiently outside the control and influence of management, or the result of one-time structural costs unrelated to performance. Compensation and Talent Committee approval is required for all exclusions.
For annual awards granted in 2020 and 2021, the NOI EPS, excluding reportable catastrophes, goal was adjusted to exclude the expected contributions to the performance goal associated with the sale of the Company’s Global Preneed business. The Compensation and Talent Committee applied the framework to make these adjustments in order to neutralize the effect (positive or negative) of the Global Preneed sale on performance.
For 2023, to align the incentives with the evolution of the Company’s performance metrics, the Compensation and Talent Committee approved updated ALTEIP metrics comprised of 50% Adjusted earnings, excluding reportable catastrophes, per diluted share and with no change to the 50%
TSR metric relative to the SP 500 Index.
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Performance-Based Long-Term Equity Plan Design Attributes
| Metrics and Weighting |
For 2019 - 2022 awards:
Relative TSR
1
- 50%
NOI EPS, excluding reportable catastrophes
2
- 50%
.
For 2023 awards:
Relative TSR
1
- 50%
Adjusted earnings, excluding reportable catastrophes, per diluted share
2
- 50%
|
Rationale:
The Compensation and Talent Committee believes that these metrics align with the Company’s strategic and financial objectives.
|
||||||||||||
| Performance Measured Against an Industry Index | TSR measured against SP 500 Index |
Rationale:
The Compensation and Talent Committee believes the SP 500 Index:
• represents a well-known and objective benchmark by which the Company’s performance can be measured; and
.
• provides a robust sample of companies across different industries reflective of the Company’s continued expansion beyond traditional lines of insurance.
|
||||||||||||
| Payout Considerations |
For the relative metric (TSR):
Payout above target if above-median performance is achieved
Payouts capped at 200% of target if the percentile is at or above the 90th percentile
Minimum threshold for payout is the 25th percentile
Payouts for performance between the percentile levels are determined on a straight-line basis using linear interpolation
For the absolute metric(s)
:
Threshold for payout set at pre-determined performance level
Payouts capped at 200% of target
Results are interpolated between points
|
Rationale:
.
The Compensation and Talent Committee believes the payout opportunity:
• supports the Company’s pay
for performance philosophy; and
• ensures focus on driving
stockholder returns over the
long term.
|
||||||||||||
1
Percentage change on Company stock price plus dividend yield percentage.
2
Cumulative three-year
NOI EPS,
excluding reportable catastrophes.
3
Cumulative three-year Adjusted earnings, excluding reportable catastrophes, per diluted share.
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2020-2022 and 2021-2023 Performance Periods
In March 2023, the Compensation and Talent Committee approved equity payments for PSUs granted in 2020 based on the financial metrics described on the previous page. The Company’s cumulative percentile ranking relative to companies in the SP 500 Index with regard to TSR over the 2020-2022 performance period was in the 30th percentile, which represents a payout at 59% of target. The Company achieved 2020-2022 cumulative NOI EPS, excluding reportable catastrophes,
1
of $34.82, which represents a payout at 107% of target. As a result, each NEO received shares of common stock equal to 83% of their target number of PSUs granted in 2020, which represents the average payouts for TSR and NOI EPS.
In March 2024, the Compensation and Talent Committee approved equity payments for PSUs granted in 2021 based on the financial metrics described on the previous page. The Company’s cumulative percentile ranking relative to companies in the SP 500 Index with regard to TSR over the 2021-2023 performance period was in the 56th percentile, which represents a payout at 113% of target. The Company achieved 2021-2023 cumulative NOI EPS, excluding reportable catastrophes,
1
of $40.00, which represents a payout at 118% of target. As a result, each NEO received shares of common stock equal to 115% of their target number of PSUs granted in 2021, which represents the average payouts for TSR and NOI EPS.
The performance levels for the 2020-2022 and 2021-2023 performance cycles are reflected in the charts below.
1
Represents a non-GAAP measure. A reconciliation of this non-GAAP measure to its most comparable GAAP measure can be found in Appendix A hereto.
Performance-Based Long-Term Equity Plan Design — TSR Metric
|
2020-2022 and 2021-2023 Performance Periods
|
|||||||||||||||||
|
Performance Level
|
Ranking v. SP 500 Index
|
Payout
|
|||||||||||||||
|
Maximum
|
90th Percentile
|
200%
|
|||||||||||||||
|
Stretch
|
75th Percentile
|
150%
|
|||||||||||||||
|
Target
|
50th Percentile
|
100%
|
|||||||||||||||
|
Threshold
|
25th Percentile
|
50%
|
|||||||||||||||
|
Below Threshold
|
Below 25th Percentile
|
0%
|
|||||||||||||||
Performance-Based Long-Term Equity Plan Design — NOI EPS Metric
|
NOI EPS 2020-2022 Performance Period
1
|
||||||||||||||
| Performance Level |
Cumulative NOI EPS
2
|
Payout
|
||||||||||||
| Maximum | $38.67 | 200% | ||||||||||||
| Stretch | $36.99 | 125% | ||||||||||||
| Above Target | $35.31 | 110% | ||||||||||||
| Target | $33.63 | 100% | ||||||||||||
| Near Target | $31.95 | 90% | ||||||||||||
| Below Target | $30.27 | 75% | ||||||||||||
| Threshold | $28.59 | 50% | ||||||||||||
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|||||||
| Below Threshold | $28.58 or less | 0% | ||||||||||||
1
Includes Global Preneed adjustment to the goal. For more information, please see “PSUs” on page 57.
2
Cumulative three-year NOI EPS, excluding reportable catastrophes.
Performance-Based Long-Term Equity Plan Design — NOI EPS Metric
|
NOI EPS 2021-2023 Performance Period
1
|
||||||||||||||
| Performance Level |
Cumulative NOI EPS
2
|
Payout
|
||||||||||||
| Maximum | $42.78 | 200% | ||||||||||||
| Stretch | $40.92 | 125% | ||||||||||||
| Above Target | $39.06 | 110% | ||||||||||||
| Target | $37.20 | 100% | ||||||||||||
| Near Target | $35.34 | 90% | ||||||||||||
| Below Target | $33.48 | 75% | ||||||||||||
| Threshold | $31.62 | 50% | ||||||||||||
| Below Threshold | $31.61 or less | 0% | ||||||||||||
1
Includes Global Preneed adjustment to the goal. For more information, please see “PSUs” on page 57.
2
Cumulative three-year NOI EPS, excluding reportable catastrophes.
RSUs
RSUs typically vest in equal annual installments over a three-year vesting period and are granted in March of each year. For additional information on PSUs and RSUs granted to our NEOs in 2023, please see columns (h) and (j), respectively, of the “Grants of Plan-Based Awards” table on page 67.
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OUR EXECUTIVE COMPENSATION PRACTICES, POLICIES GUIDELINES
Our executive compensation programs are guided by strong governance practices intended to reinforce our pay for performance philosophy, support our culture of accountability and prudent risk management. Summarized below are the key governance features of our executive compensation programs.
Stock Ownership Guidelines
The Company adopted Stock Ownership Guidelines and holding requirements for its non-employee directors and executive officers. The current Stock Ownership Guidelines are as follows:
| Position | Minimum Stock Ownership Requirement | |||||||||||||
| Non-Employee Director | Market value of 5 times annual base cash retainer | |||||||||||||
| Chief Executive Officer | Market value of 6 times current base salary | |||||||||||||
| Other Executive Officers | Market value of 3 times current base salary | |||||||||||||
Covered individuals have five years from their permanent appointment to a specified position to acquire the required holdings. Eligible sources of shares include shares of common stock, including those purchased pursuant to the Assurant, Inc. Amended and Restated 2004 Employee Stock Purchase Plan (“ESPP”) or held in the Assurant, Inc. 401(k) Plan (the “401(k) Plan”); shares held in trust for the covered individual or immediate family member; and all restricted stock and RSUs (vested and unvested). Unearned PSUs are excluded as an eligible source of shares. Until a covered individual meets the required ownership level, such individual is generally prohibited from selling or otherwise transferring more than 50% of the net after-tax shares of common stock acquired upon any vesting of RSUs or PSUs. As of December 31, 2023, all of our non-employee directors and NEOs were in compliance with the Company’s Stock Ownership Guidelines, taking into account the five-year transition period noted above.
Risk Assessment of Compensation Programs
We have reviewed our compensation programs and concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. This risk assessment included reviewing the design and operation of our compensation programs, identifying and evaluating situations or compensation elements that could raise more significant risks, and evaluating our controls and processes designed to identify and manage risk. The Compensation and Talent Committee along with Pearl Meyer reviewed the risk assessment and concurred with our conclusion.
Executive Compensation Clawback Policy and Recoupment Provisions
We adopted a compensation clawback policy effective October 2, 2023 in compliance with the requirements of the SEC’s final clawback rule. In the event that the Company is required to prepare an accounting restatement, the policy subjects our current and former executive officers to the clawback of incentive compensation that would not have been granted, earned or vested under the restated financial statements.
In addition, our robust recoupment provisions go beyond currently applicable legal requirements. We may additionally require repayment of gains realized under equity awards and cancel equity awards in specified instances of executive misconduct, including misconduct causing a financial statement restatement or a material violation of law that causes material financial harm to us. Unvested PSUs and RSUs, and certain vested PSUs and RSUs, may be forfeited or subject to repayment if an NEO breaches our Code of Ethics, discloses confidential information, commits fraud, gross negligence, or willful misconduct, solicits business or our employees, disparages us, or engages in competitive actions while employed by Company or its subsidiaries or during a set time period after termination of employment according to the terms of the
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award agreement. Similarly, we may require the forfeiture of unpaid annual bonuses and the repayment of bonuses paid within 12 months prior to termination in specified instances of executive misconduct under the terms of the ESTIP.
Prohibition on Hedging and Pledging Transactions
Employees, including the NEOs, and directors are subject to the Company’s Insider Trading Policy, which prohibits them from engaging in hedging or monetizing transactions, such as zero-cost collars and forward sale contracts, with respect to Company securities they own or that are subject to their control. The Company’s Insider Trading Policy also prohibits employees and directors from holding Company securities in a margin account or pledging Company securities as collateral for a loan.
Timing of Equity Grants
The Company does not coordinate the timing of equity awards with the release of material non-public information. Annual equity awards are granted on March 16 of each year.
Change in Control
Assurant is party to a change in control agreement (a “CIC Agreement”) with each of its NEOs. The purpose of these CIC Agreements is to enable our executives to focus solely on maximizing stockholder value in the context of a change in control transaction without regard to personal concerns related to job security.
The CIC Agreements with our NEOs contain a “double trigger” provision, meaning that benefits are generally payable only upon a termination of employment “without cause” by the Company or for “good reason” by the NEO within two years following a change in control. Executives who have CIC Agreements are also subject to non-compete and non-solicitation provisions. These agreements do not contain excise tax gross-up provisions. Additional information regarding the CIC Agreements is provided under “Narrative to Potential Payments Upon Termination or Change in Control — Change in Control Agreements” on page 78.
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OTHER ELEMENTS OF COMPENSATION
Our NEOs participate in the same health care, disability, severance, life insurance, pension and 401(k) benefit plans made available generally to the Company’s U.S. employees.
Retirement Plans
Our NEOs participate in both the 401(k) Plan and an Executive 401(k) Plan (the “Executive 401(k) Plan”). These retirement plans are intended to provide our NEOs with competitive levels of income replacement upon retirement to attract and retain talent in key positions. The Executive 401(k) Plan is designed to replace income levels capped under the 401(k) Plan by the Code. Additional information regarding these plans is provided under “Nonqualified Deferred Compensation Plans” table on page 73.
Some of our NEOs participate in an Executive Pension Plan (the “Executive Pension Plan”) and a Pension Plan (the “Pension Plan”). The Executive Pension Plan replaces income levels capped under the Pension Plan by the Code. Both plans were frozen and no additional benefits have accrued since 2016. Additional information regarding these plans is provided under “Pension Benefits” on page 71.
Deferred Compensation Plan
Each of the NEOs is eligible to participate in the Amended and Restated Assurant Deferred Compensation Plan (the “ADC Plan”). The ADC Plan enables key employees to defer a portion of eligible compensation, which is notionally invested in a variety of mutual funds. Additional information regarding the ADC Plan is provided under “Nonqualified Deferred Compensation Plans” table on page 73.
Long-Term Disability Benefits
As part of the Company’s general benefits program, the Company provides Long-Term Disability (“LTD”) coverage for all benefits-eligible employees under a group policy. As an additional benefit, each NEO is eligible for Executive LTD coverage, which provides a maximum monthly benefit of $10,000. The combined maximum LTD (group LTD and Executive LTD) benefit is $25,000 per month. Additional information regarding Executive LTD benefits is provided in footnote 2 to the Summary Compensation Table on page 65.
Severance Policy
The Company’s severance policy provides separation pay upon an involuntary termination of employment as part of a Company-wide policy available to all U.S. employees based on tenure at the Company with a minimum amount of separation pay depending on job grade.
Tax and Accounting Implications
The Compensation and Talent Committee continues to emphasize performance-based compensation to attract, retain and reward strong executives. While the Compensation and Talent Committee generally seeks to pay compensation that is tax-deductible, it reserves the right to pay non-deductible compensation to the extent it deems appropriate.
The compensation that we pay to our NEOs is reflected in our consolidated financial statements as required by GAAP. The Compensation and Talent Committee considers the financial statement impact, along with other factors, in determining the amount and form of compensation. We account for stock-based compensation under the ALTEIP and all predecessor plans in accordance with the requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Stock Compensation.
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Compensation and Talent Committee Report
The Compensation and Talent Committee of the Board of Directors of the Company has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. On the basis of such review and discussions, the Compensation and Talent Committee has recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s 2023 Annual Report on Form 10-K.
Compensation and Talent Committee
Lawrence V. Jackson, Chair
Juan N. Cento
Harriet Edelman
Paul J. Reilly
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Executive Compensation
SUMMARY COMPENSATION TABLE
The table below shows compensation provided to our NEOs during 2021, 2022 and 2023.
|
Name and
Principal
Position
|
Year |
Salary
($) |
Bonus
($) |
Stock
Awards
1
($)
|
Option
Awards ($) |
Non-Equity
Incentive Plan Compensation ($) |
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)
|
All Other
Compensation
2
($)
|
Total
($) |
||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||||
|
Keith W. Demmings,
President, Chief Executive Officer |
2023 | 1,000,000 | — | 6,672,937 | — | 2,382,000 | — | 276,087 | 10,331,024 | ||||||||||||||||||||||||||
| 2022 | 988,462 | — | 5,924,103 | — | 1,230,000 | — | 229,716 | 8,372,281 | |||||||||||||||||||||||||||
| 2021 | 636,808 | — | 2,760,315 | — | 791,020 | — | 267,093 | 4,455,236 | |||||||||||||||||||||||||||
|
Keith R. Meier,
Executive Vice President, Chief Financial Officer
3
(effective November 15)
|
2023 | 633,712 | — | 1,796,651 | — | 1,066,282 | — | 128,787 | 3,625,432 | ||||||||||||||||||||||||||
| 2022 | 606,154 | — | 1,662,399 | — | 500,200 | — | 124,751 | 2,893,504 | |||||||||||||||||||||||||||
|
Francesca L. Luthi,
Executive Vice President, Chief Operating Officer (effective November 15) |
2023 | 533,846 | — | 1,347,460 | — | 875,663 | — | 128,196 | 2,885,165 | ||||||||||||||||||||||||||
| 2022 | 525,000 | — | 1,399,620 | — | 430,500 | — | 134,544 | 2,489,664 | |||||||||||||||||||||||||||
| 2021 | 525,000 | — | 1,106,962 | — | 609,000 | — | 146,901 | 2,387,863 | |||||||||||||||||||||||||||
|
Robert A. Lonergan,
Executive Vice President, Chief Strategy and Risk Officer
3
|
2023 | 500,000 | — | 1,078,036 | — | 794,000 | — | 118,977 | 2,491,013 | ||||||||||||||||||||||||||
| 2022 | 500,000 | — | 2,656,911 | — | 410,000 | — | 119,913 | 3,686,824 | |||||||||||||||||||||||||||
|
Michael P. Campbell, Executive Vice President, President Global Housing
4
|
2023 | 520,000 | — | 1,067,670 | — | 780,624 | — | 116,880 | 2,485,174 | ||||||||||||||||||||||||||
|
Richard S. Dziadzio,
Former Executive Vice President, Chief Financial Officer (through November 15) |
2023 | 680,000 | — | 2,094,328 | — | 1,039,040 | — | 212,146 | 4,025,514 | ||||||||||||||||||||||||||
| 2022 | 680,000 | — | 2,417,074 | — | 557,600 | — | 233,427 | 3,888,101 | |||||||||||||||||||||||||||
| 2021 | 680,000 | — | 1,971,330 | — | 788,800 | — | 344,918 | 3,785,048 | |||||||||||||||||||||||||||
1
The amounts reported in column (e) for 2023, 2022 and 2021 represent awards of PSUs and RSUs, which are consistent with the grant date fair values of each award computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the grant date. Please see column (k) in the Grants of Plan-Based Awards table on pag
e 67 for the closing price on the grant date for 2023 awards.
The amounts included in column (e) for PSUs were computed based on achievement of target level performance as the probable outcome of the performance condition for each award. As described in “CDA — Long-Term Equity Incentive Compensation — PSUs” on page 57, payouts for PSU awards can range from no payout to 200% maximum payout.
Assuming the achievement of maximum level performance for each NEO, the amounts in column (e) representing only PSUs would be as follows: (i) for awards granted in 2023: $10,095,783 for Mr. Demmings; $2,718,193 for Mr. Meier; $2,038,645 for Ms. Luthi; $1,630,962 for Mr. Lonergan; $1,615,334 for Mr. Campbell; and $3,168,620 for Mr. Dziadzio; (ii) for awards granted in 2022: $9,348,233 for Mr. Demmings; $2,623,173 for Mr. Meier; $2,208,507 for Ms. Luthi; $4,788,649 for Mr. Lonergan; and $3,814,142 for Mr. Dziadzio; (iii) for awards granted in 2021: $4,211,404 for Mr. Demmings; $1,688,819 for Ms. Luthi; and $3,007,583 for Mr. Dziadzio.
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|||||||
Please see Footnote 21, Stock Based Compensation—Performance Share Units, to the consolidated financial statements included in the C
ompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC for a discussion of the assumptions used in this valuation.
2
The table below details the amounts reported in the “All Other Compensation” column, which includes premiums paid for Executive LTD, Company contributions to the Executive 401(k) Plan, Company contributions to the 401(k) Plan, dividends and dividend equivalents, and certain other amounts during 2023:
| Name |
Executive
LTD |
Company
Contributions to Executive 401(k) |
Company
Contributions to 401(k) |
Dividends
and
Dividend
Equivalents
a
|
Other
Amounts |
Total | ||||||||||||||||||||
| Keith W. Demmings | $5,841 | $114,000 | $19,800 | $136,446 | — | $276,087 | ||||||||||||||||||||
| Keith R. Meier | $5,222 | $48,235 | $19,800 | $55,530 | — | $128,787 | ||||||||||||||||||||
| Francesca L. Luthi | $4,120 | $38,061 | $19,800 | $66,215 | — | $128,196 | ||||||||||||||||||||
| Robert A. Lonergan | $4,120 | $34,800 | $19,800 | $60,257 | — | $118,977 | ||||||||||||||||||||
| Michael P. Campbell | $6,149 | $37,426 | $19,800 | $53,505 | — | $116,880 | ||||||||||||||||||||
| Richard S. Dziadzio | $5,670 | $54,456 | $19,800 | $132,220 | — | $212,146 | ||||||||||||||||||||
3
Mr. Meier and Mr. Lonergan were not NEOs prior to 2022.
4
Mr. Campbell was not an NEO prior to 2023.
a
The amounts in this column reflect the dollar value of dividends and dividend equivalents paid in 2023 on unvested RSUs that were not factored into the grant date fair value required to be reported for these awards in column (e). The amounts in column (i) of the Summary Compensation Table for prior years reflect the dollar value of dividends and dividend equivalents paid on unvested awards of RSUs in those respective years that were not factored into the grant date fair value required to be reported for these awards in column (e). Dividend equivalents were paid on 2020 PSUs for shares vested in 2023. No dividends or dividend equivalents were paid on PSUs granted in 2023, 2022 or 2021.
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GRANTS OF PLAN-BASED AWARDS
The table below sets forth each grant of an award made to our NEOs during 2023 under any incentive plan.
| Name |
Grant
Date |
Award Type |
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards
1
|
Estimated Future
Payouts Under
Equity Incentive
Plan Awards
2
|
All Other
Stock Awards: Number of Shares of Stock or Units (#) |
Grant
Date Fair
Value of
Stock
Awards
($)
3
|
|||||||||||||||||||||||||||||||||||
|
Threshold
($)
|
Target
($) |
Maximum
($) |
Threshold
(#) |
Target
(#) |
Maximum
(#) |
||||||||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | |||||||||||||||||||||||||||||||
| Keith W. Demmings | 3/16/2023 | RSU | — | — | — | — | — | — | 14,644 | 1,625,045 | |||||||||||||||||||||||||||||||
| 3/16/2023 | PSU | — | — | — | 21,966 | 43,931 | 87,862 | — | 5,047,892 | ||||||||||||||||||||||||||||||||
| — | Annual Incentive | 0 | 1,500,000 | 3,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Keith R. Meier | 3/16/2023 | RSU | — | — | — | — | — | — | 3,943 | 437,555 | |||||||||||||||||||||||||||||||
| 3/16/2023 | PSU | — | — | — | 5,914 | 11,828 | 23,656 | — | 1,359,096 | ||||||||||||||||||||||||||||||||
| — | Annual Incentive | 0 | 654,965 | 1,309,929 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Francesca L. Luthi | 3/16/2023 | RSU | — | — | — | — | — | — | 2,957 | 328,138 | |||||||||||||||||||||||||||||||
| 3/16/2023 | PSU | — | — | — | 4,436 | 8,871 | 17,742 | — | 1,019,322 | ||||||||||||||||||||||||||||||||
| — | Annual Incentive | 0 | 537,877 | 1,075,753 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Robert A. Lonergan | 3/16/2023 | RSU | — | — | — | — | — | — | 2,366 | 262,555 | |||||||||||||||||||||||||||||||
| 3/16/2023 | PSU | — | — | — | 3,549 | 7,097 | 14,194 | — | 815,481 | ||||||||||||||||||||||||||||||||
| — | Annual Incentive | 0 | 500,000 | 1,000,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Michael P. Campbell | 3/16/2023 | RSU | — | — | — | — | — | — | 2,343 | 260,003 | |||||||||||||||||||||||||||||||
| 3/16/2023 | PSU | — | — | — | 3,515 | 7,029 | 14,058 | — | 807,667 | ||||||||||||||||||||||||||||||||
| — | Annual Incentive | 0 | 468,000 | 936,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Richard S. Dziadzio | 3/16/2023 | RSU | — | — | — | — | — | — | 4,596 | 510,018 | |||||||||||||||||||||||||||||||
| 3/16/2023 | PSU | — | — | — | 6,894 | 13,788 | 27,576 | — | 1,584,310 | ||||||||||||||||||||||||||||||||
| — | Annual Incentive | 0 | 680,000 | 1,360,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||
1
The values in columns (d), (e), and (f) are based on multiplying a 0 (threshold), 1 (target), and 2 (maximum) multiplier times each NEO’s annual incentive target award percentage. The actual annual incentive award earned by each NEO for 2023 performance is reported in the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.
2
As described in the “CDA — Long-Term Equity Incentive Compensation — PSUs” on pa
ge 57
, payouts for PSU awards can range from no payment to 200% maximum payout.
3
The base price of 2023 RSU awards is equal to the closing price of our common stock on the grant date. The grant date fair value of each RSU award was computed in accordance with FASB ASC Topic 718 using the closing price of our common stock on the grant date.
The base price of 2023 PSU awards and the grant date fair value of each PSU award were computed in accordance with FASB ASC Topic 718 based on achievement of target performance. Please see Footnote 21,
Stock Based Compensation - Performance Share Units, to the consolidated financial statements included in the C
ompany’s 2023 Form 10-K for a discussion of the assumptions used in this valuation.
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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END
The table below provides details about each outstanding equity award held by our NEOs as of December 31, 2023.
|
Stock Awards
1
|
||||||||||||||||||||||||||
| Name | Number of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested
2
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
2
($)
|
||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | ||||||||||||||||||||||
| Keith W. Demmings | 3,600 | 6 | 606,564 | |||||||||||||||||||||||
| 744 | 3 | 125,357 | ||||||||||||||||||||||||
| 731 | 8 | 123,166 | ||||||||||||||||||||||||
| 4,780 | 4 | 805,382 | ||||||||||||||||||||||||
| 14,644 | 5 | 2,467,368 | ||||||||||||||||||||||||
| 13,388 | 9 | 2,255,744 | ||||||||||||||||||||||||
| 13,156 | 10 | 2,216,654 | ||||||||||||||||||||||||
| 43,014 | 11 | 7,247,429 | ||||||||||||||||||||||||
| 87,862 | 12 | 14,803,868 | ||||||||||||||||||||||||
| Keith R. Meier | 625 | 7 | 105,306 | |||||||||||||||||||||||
| 464 | 3 | 78,179 | ||||||||||||||||||||||||
| 1,342 | 4 | 226,114 | ||||||||||||||||||||||||
| 3,943 | 5 | 664,356 | ||||||||||||||||||||||||
| 8,352 | 9 | 1,407,228 | ||||||||||||||||||||||||
| 12,070 | 11 | 2,033,674 | ||||||||||||||||||||||||
| 23,656 | 12 | 3,985,799 | ||||||||||||||||||||||||
| Francesca L. Luthi | 637 | 3 | 107,328 | |||||||||||||||||||||||
| 1,130 | 4 | 190,394 | ||||||||||||||||||||||||
| 2,957 | 5 | 498,225 | ||||||||||||||||||||||||
| 11,464 | 9 | 1,931,569 | ||||||||||||||||||||||||
| 10,162 | 11 | 1,712,195 | ||||||||||||||||||||||||
| 17,742 | 12 | 2,989,350 | ||||||||||||||||||||||||
| Robert A. Lonergan | 607 | 3 | 102,273 | |||||||||||||||||||||||
| 1,004 | 4 | 169,164 | ||||||||||||||||||||||||
| 2,366 | 5 | 398,647 | ||||||||||||||||||||||||
| 10,918 | 9 | 1,839,574 | ||||||||||||||||||||||||
| 22,034 | 11 | 3,712,509 | ||||||||||||||||||||||||
| 14,194 | 12 | 2,391,547 | ||||||||||||||||||||||||
| Michael P. Campbell | 2,343 | 5 | 394,772 | |||||||||||||||||||||||
| 8,516 | 9 | 1,434,861 | ||||||||||||||||||||||||
| 8,948 | 11 | 1,507,649 | ||||||||||||||||||||||||
| 14,058 | 12 | 2,368,632 | ||||||||||||||||||||||||
| Richard S. Dziadzio | 1,135 | 3 | 191,236 | |||||||||||||||||||||||
| 1,950 | 4 | 328,556 | ||||||||||||||||||||||||
| 4,596 | 5 | 774,380 | ||||||||||||||||||||||||
| 20,416 | 9 | 3,439,892 | ||||||||||||||||||||||||
| 17,550 | 11 | 2,957,000 | ||||||||||||||||||||||||
| 27,576 | 12 | 4,646,280 | ||||||||||||||||||||||||
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1
These columns represent awards under the ALTEIP. Awards are PSUs or RSUs.
2
Value was determined using the December 29, 2023 closing price of our common stock of $168.49.
3
This RSU award was granted on March 16, 2021 and vests in three equal annual installments on each of the first three anniversaries of the grant date.
4
This RSU award was granted on March 16, 2022 and vests in three equal annual installments on each of the first three anniversaries of the grant date.
5
This RSU award was granted on March 16, 2023 and vests in three equal annual installments on each of the first three anniversaries of the grant date.
6
This RSU award was granted on November 16, 2019 and vests in four 10% installments on each of the first four anniversaries of the grant date. The remaining 60% installment vests on the fifth anniversary of the grant date.
7
This RSU award was granted on January 2, 2020 and vests in four equal annual installments on each of the first four anniversaries of the grant date.
8
This RSU award was granted on May 18, 2021 and vests in three equal annual installments on each of the first three anniversaries of the grant date.
9
This PSU award was granted on March 16, 2021 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance goals. The values for this award in columns (d) and (e) are reported at the maximum level, as the Company’s ranked average performance for 2021 - 2023 relative to applicable index is expected to exceed the applicable performance goals as of the date of filing of this this proxy statement. The ultimate payout under this PSU award is based on a final determination of performance during the full 2021-2023 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.
10
This PSU award was granted on May 18, 2021 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance goals. The values for this award in columns (d) and (e) are reported at the maximum level, as the Company’s ranked average performance for 2021 - 2023 relative to applicable index is expected to exceed the applicable performance goals as of the date of filing of this this proxy statement. The ultimate payout under this PSU award is based on a final determination of performance during the full 2021-2023 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.
11
This PSU award was granted on March 16, 2022 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance goals. The values for this award in columns (d) and (e) are reported at the maximum level, as the Company’s ranked average performance for 2022 - 2023 relative to applicable index is expected to exceed the applicable performance goals as of the date of filing of this this proxy statement. The ultimate payout under this PSU award is based on a final determination of performance during the full 2022-2024 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.
12
This PSU award was granted on March 16, 2023 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance goals. The values for this award in columns (d) and (e) are reported at the maximum level, as the Company’s ranked average performance for 2023 relative to applicable index is expected to exceed the applicable performance goals as of the date of filing of this this proxy statement. The ultimate payout under this PSU award is based on a final determination of performance during the full 2023-2025 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.
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STOCK VESTED IN FISCAL YEAR 2023
The table below sets forth the number of shares acquired in Fiscal Year 2023 as a result of the vesting of RSUs and PSUs awarded to our NEOs under our equity incentive plan.
| Stock Awards | |||||||||||||||||
| Name |
Number of Shares Acquired on Vesting
(#) |
Value Realized on Vesting
($)
1
|
|||||||||||||||
| (a) | (b) | (c) | |||||||||||||||
| Keith W. Demmings | |||||||||||||||||
| RSUs | 5,682 | 675,132 | |||||||||||||||
| PSUs | 9,099 |
2
|
1,009,716 | ||||||||||||||
| Keith R. Meier | |||||||||||||||||
| RSUs | 5,413 | 651,757 | |||||||||||||||
| PSUs | 4,883 |
2
|
541,867 | ||||||||||||||
| Francesca L. Luthi | |||||||||||||||||
| RSUs | 5,027 | 602,816 | |||||||||||||||
| PSUs | 6,168 |
2
|
684,463 | ||||||||||||||
| Robert A. Lonergan | |||||||||||||||||
| RSUs | 1,935 | 214,727 | |||||||||||||||
| PSUs | 6,168 |
2
|
684,463 | ||||||||||||||
| Michael P. Campbell | |||||||||||||||||
| RSUs | 2,687 |
3
|
312,182 | ||||||||||||||
| PSUs | 5,402 |
2
|
599,460 | ||||||||||||||
| Richard S. Dziadzio | |||||||||||||||||
| RSUs | 3,967 | 440,218 | |||||||||||||||
| PSUs | 13,875 |
2
|
1,539,709 | ||||||||||||||
1
The value realized on vesting was determined using the closing price of our common stock on the vesting date (or prior trading day if the vesting date fell on a weekend or holiday).
2
These amounts represent the value of PSU awards granted in 2020 that, in accordance with the terms of the applicable award agreements, became fully vested in 2023. The performance ranking for these awards fell below the median performance of the peer group which resulted in a final payout amount of 83% of target shares
awarded.
3
This amount includes the value of outstanding RSU awards granted to Mr. Campbell in 2022 that, in accordance with the terms of the applicable award agreements, became fully vested in 2023 because Mr. Campbell is eligible for retirement. Payouts in respect of these awards will continue in accordance with the applicable vesting schedule, subject to full payout in the event of an actual retirement from employment (in compliance with Code Section 409A). Accordingly, the amount of compensation actually realized upon a payout will be based on the then-fair market value of the common stock and may differ from the amount set forth above.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Executive Compensation |
|
|||||||
PENSION BENEFITS
The Company maintains the following defined benefit pension plans: the Pension Plan, a broad-based, tax qualified, defined benefit pension plan, and the Executive Pension Plan, a nonqualified executive defined benefit pension plan. All defined benefit pension plans were frozen and no additional benefits have accrued since February 29, 2016.
The table below provides information for each defined benefit plan that provides for pension payments to the NEOs.
| Name |
Plan Name
1
|
Number of
Years of Credited Service (#) |
Present Value of
Accumulated Benefit ($) |
Payments
During Last Fiscal Year ($) |
||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | ||||||||||||||||
|
Keith W.
Demmings
2
|
Pension Plan | 3 | 23,625 | — | ||||||||||||||||
| Executive Pension Plan | 3 | 48,783 | — | |||||||||||||||||
| Keith R. Meier | Pension Plan | 17.75 | 195,075 | — | ||||||||||||||||
| Executive Pension Plan | 17.75 | 185,746 | — | |||||||||||||||||
|
Francesca L.
Luthi |
Pension Plan | 2 | 15,600 | — | ||||||||||||||||
| Executive Pension Plan | 2 | 19,283 | — | |||||||||||||||||
| Robert A. Lonergan | Pension Plan | 3 | 23,400 | — | ||||||||||||||||
| Executive Pension Plan | 3 | 14,550 | — | |||||||||||||||||
| Michael P. Campbell | Pension Plan | 21 | 160,650 | — | ||||||||||||||||
| Executive Pension Plan | 21 | 282,433 | — | |||||||||||||||||
| Richard S. Dziadzio | Pension Plan | — | — | — | ||||||||||||||||
| Executive Pension Plan | — | — | — | |||||||||||||||||
1
Mr. Dziadzio is not eligible to participate in the Pension Plan or Executive Pension Plan.
2
Although Mr. Demmings has been employed by the Company since 1997, his service outside the U.S. is not recognized for Pension Plan and Executive Pension Plan purposes.
The Pension Plan
Eligible employees hired by the Company prior to January 1, 2014 were generally able to participate in the Pension Plan after completing one year of service with the Company. Employees hired by the Company on or after January 1, 2014 were not eligible to participate in the Pension Plan. Mr. Dziadzio was not eligible to participate in the Pension Plan.
The lump sum value of the benefit is based on the participant’s accumulated annual accrual credits multiplied by their final average earnings, but is not less than the present value of accrued benefits under the prior plan formula. Final average earnings is defined as the highest average annual compensation for five consecutive complete calendar years of employment during the 10 consecutive complete calendar years immediately prior to the plan freeze date. As set forth below, annual accrual credits are measured in percentages and increase as participants reach certain credited service milestones.
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| Executive Compensation |
|
|||||||
| Years of Service | Credit | ||||||||||
| Years 1 through 10 | 3% | ||||||||||
| Years 11 through 20 | 6% | ||||||||||
| Years 21 through 30 | 9% | ||||||||||
| Years 31 and over | 12% | ||||||||||
The present value of accumulated benefits as of December 31, 2023 is determined as the lump sum value of the benefit based on the participant’s accumulated annual accrual credits and final average earnings (limited by Section 401(a)(17) of the Code), which were frozen as of February 29, 2016, and are not less than the present value of accrued benefits under the prior plan formula as of December 31, 2000.
The normal retirement age for the Pension Plan is 65. Benefits are actuarially reduced for any payment prior to age 65. Participants may immediately commence their benefit at termination of employment or they may elect to defer the commencement up to age 65. A participant becomes 100% vested in the benefits after three years of vesting service. All of the participating NEOs are 100% vested. If the participant is married, the normal form of payment is a 50% joint and survivor annuity. If the participant is not married, the normal form of payment is a life annuity.
The Executive Pension Plan
Eligible employees hired by the Company prior to January 1, 2014 were generally able to participate in the Executive Pension Plan after completing one year of service with the Company and when their eligible compensation exceeded the Section 401(a)(17) compensation limit. Employees hired by the Company on or after January 1, 2014 were not eligible to participate in the Executive Pension Plan. Eligible compensation for participants was not capped. Mr. Dziadzio is not eligible to participate in the Executive Pension Plan.
A participant’s benefit under the Executive Pension Plan is equal to the benefit he or she would have received under the Pension Plan at normal retirement age (65), recognizing all eligible compensation (not subject to the limit in the Code) reduced by the benefit payable under the Pension Plan. The benefits under the Executive Pension Plan are payable only in a lump sum following termination of employment. Payments will be made following termination of employment and are subject to the restrictions under Code Section 409A. A participant becomes 100% vested in the benefits under the Executive Pension Plan after three years of service. All participating NEOs are 100% vested.
The methodology for determining the present value of the accumulated benefits under the Executive Pension Plan uses the same assumptions and methodologies as the Pension Plan described above. The present value of accumulated benefits as of December 31, 2023 is determined as the lump sum value of the benefit based on the participant’s accumulated annual accrual credits and unlimited final average earnings, which were frozen as of February 29, 2016, offset by the Pension Plan benefits.
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| Executive Compensation |
|
|||||||
.
NONQUALIFIED DEFERRED COMPENSATION PLANS
The table below sets forth information for our NEOs with respect to each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.
| Name | Plan |
Executive
Contributions in Last FY ($) |
Registrant
Contributions
in Last FY
1,2
($)
|
Aggregate
Earnings
in Last
FY
1
($)
|
Aggregate
Withdrawals/ Distributions ($) |
Aggregate
Balance at
last FYE
1
($)
|
||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | |||||||||||||||||||||
| Keith W. Demmings | ADC Plan | — | (3) | — | — | — | ||||||||||||||||||||
| Executive 401(k) Plan | (4) | 114,000 | 97,356 | — | 702,809 | |||||||||||||||||||||
| TOTAL | — | 114,000 | 97,356 | — | 702,809 | |||||||||||||||||||||
| Keith R. Meier | ADC Plan | 126,742 | (3) | 115,112 | (519,964) | 942,286 | ||||||||||||||||||||
| Executive 401(k) Plan | (4) | 48,235 | 54,879 | — | 527,356 | |||||||||||||||||||||
| TOTAL | 126,742 | 48,235 | 169,991 | (519,964) | 1,469,642 | |||||||||||||||||||||
| Francesca L. Luthi | ADC Plan | — | (3) | — | — | — | ||||||||||||||||||||
| Executive 401(k) Plan | (4) | 38,061 | 75,438 | — | 503,480 | |||||||||||||||||||||
| TOTAL | — | 38,061 | 75,438 | — | 503,480 | |||||||||||||||||||||
| Robert A. Lonergan | ADC Plan | — | (3) | — | — | — | ||||||||||||||||||||
| Executive 401(k) Plan | (4) | 34,800 | 54,837 | — | 369,144 | |||||||||||||||||||||
| TOTAL | — | 34,800 | 54,837 | — | 369,144 | |||||||||||||||||||||
| Michael P. Campbell | ADC Plan | — | (3) | — | — | — | ||||||||||||||||||||
| Executive 401(k) Plan | (4) | 37,426 | 215,145 | — | 1,191,390 | |||||||||||||||||||||
| TOTAL | — | 37,426 | 215,145 | — | 1,191,390 | |||||||||||||||||||||
| Richard S. Dziadzio | ADC Plan | 557,600 | (3) | 103,152 | — | 660,752 | ||||||||||||||||||||
| Executive 401(k) Plan | (4) | 54,456 | 70,975 | — | 548,996 | |||||||||||||||||||||
| TOTAL | 557,600 | 54,456 | 174,127 | — | 1,209,748 | |||||||||||||||||||||
1
The amounts in column (c) were reported as 2023 compensation in the “All Other Compensation” column of the Summary Compensation Table as follows: for Mr. Demmings, $114,000; for Mr. Meier, $48,235; for Ms. Luthi, $38,061; for Mr. Lonergan, $34,800; for Mr. Campbell, $37,426; and for for Mr. Dziadzio, $54,456 of Company contributions to the Executive 401(k) Plan.
The NEOs’ aggregate earnings in the last fiscal year reported in column (d) with respect to the ADC Plan, represent the notional capital gains or losses on investments in publicly available mutual funds and notional interest and dividends held in the plans during 2023. The Company does not provide any preferential or above market earnings or contributions. These earnings are not reported in any column of the Summary Compensation Table. With respect to the Executive 401(k) Plan, the aggregate earnings represent the notional capital gains or losses, interest and dividends on the aggregate balance during 2023. Similarly, the Company does not provide any above market or preferential earnings and these earnings are not reported in the Summary Compensation Table.
For the Executive 401(k) Plan, the following amounts that make up the totals in column (f) were reported as compensation in the “All Other Compensation” column of the Summary Compensation Table for the 2021, 2022 and 2023 fiscal years, as applicable: for Mr. Demmings, $57,759 for 2021, $88,469 for 2022 and $114,000 for 2023; for Mr. Meier, $50,016 for 2022 and $48,235 for 2023; for Ms. Luthi, $47,833 for 2021, $49,740 for 2022 and $38,061
|
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|
|||||||
for 2023; for Mr. Lonergan, $46,500 for 2022 and $34,800 for 2023; for Mr. Campbell, $37,426 for 2023; and for Mr. Dziadzio, $69,504 for 2021, $69,828 for 2022 and $54,456 for 2023.
2
The Executive 401(k) Plan amounts reported in this column reflect the Company contribution to the Executive 401(k) Plan (6% of eligible compensation in excess of the limit under Section 401(a)(17) of the Code).
3
The Company does not currently make any contributions to the ADC Plan.
4
The Executive 401(k) Plan does not provide for participant contributions.
NARRATIVE TO THE NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS TABLE
The ADC Plan
Participation in the ADC Plan is restricted to a select group of management or highly compensated employees of the Company and to our non-employee directors. Under the terms of the ADC Plan, deferral elections can be made once a year with respect to base salary, incentive payments or (with respect to any non-employee director) director fees to be earned in the following year. Amounts deferred under the ADC Plan are notionally invested in accordance with participant elections among various publicly available mutual funds and any notional earnings or losses are credited to a deemed investment account. The Company does not provide any above market earnings or preferential earnings to participants. Each deferral must remain in the ADC Plan for at least one full calendar year, until July 1 of the following year or until the earlier of termination, disability or death. Deferrals cannot be changed or revoked during the plan year, except as permitted by applicable law. Upon a voluntary or involuntary termination (including retirement) or disability, participants can withdraw their account balances from the ADC Plan in a lump sum or in annual installments over five, 10 or 15 years or other agreed upon installment schedule between the participant and the administrator. As a result of Code Section 409A, certain key employees (including our NEOs) are subject to a six-month waiting period for distributions from the ADC Plan following termination.
The Executive 401(k) Plan
Eligible employees may generally participate in the Executive 401(k) Plan after their eligible compensation exceeds the compensation limit under the Code ($330,000 for 2023). The Company made an annual contribution for each participant in the Executive 401(k) Plan equal to 6% of eligible compensation in excess of the limit. The participants select among various publicly available mutual funds in which the contributions are deemed to be invested on a tax deferred basis. The Company does not provide any above market earnings or preferential earnings to the participants. Please see footnote 2 to the Summary Compensation Table on page 65 for quantification of Company contributions to the Executive 401(k) Plan in 2023.
Benefits under the Executive 401(k) Plan are payable only in a lump sum following termination of employment. Payments made following termination of employment are subject to the restrictions of Code Section 409A, including the six-month delay described above. A participant becomes vested in the benefits under the Executive 401(k) Plan after two years of service. All of our NEOs are 100% vested in their Executive 401(k) Plan benefit.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Executive Compensation |
|
|||||||
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The below table sets forth estimates of the respective potential payments each of our NEOs would have received at, following, or in connection with termination of employment under the circumstances described below on December 31, 2023.
| Name |
Payout if
Terminated
Voluntarily
12/31/23 Not
Retirement
1
|
Payout if
Terminated
Voluntarily
12/31/23
Retirement
1
|
Payout if
Terminated
Involuntarily
12/31/23
2
|
Payout if
Terminated Upon Change in Control 12/31/23 |
Payout if
Terminated Upon Death 12/31/23 |
Payout if
Terminated Upon Disability 12/31/23 |
|||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | ||||||||||||||||||||||||
| Keith W. Demmings | |||||||||||||||||||||||||||||
| STIP Award | — | — | — | 750,000 | — | — | |||||||||||||||||||||||
|
Long-Term
Equity Awards
3
|
— | — | 7,966,544 | 17,389,684 | 7,966,544 | 7,966,544 | |||||||||||||||||||||||
|
Executive
Pension Plan
4
|
48,783 | — | 48,783 | 48,783 | 48,783 | 48,783 | |||||||||||||||||||||||
|
Executive
401(k) Plan
5
|
702,809 | — | 702,809 | 702,809 | 702,809 | 702,809 | |||||||||||||||||||||||
|
Welfare Ben.
Lump Sum
6
|
— | — | 5,900 | 46,307 | — | — | |||||||||||||||||||||||
|
Severance
7
|
— | — | 1,000,000 | 5,000,000 | — | — | |||||||||||||||||||||||
|
Outplacement
8
|
— | — | 7,000 | 7,000 | — | — | |||||||||||||||||||||||
| TOTAL | 751,592 | — | 9,731,036 | 23,944,584 | 8,718,136 | 8,718,136 | |||||||||||||||||||||||
| Keith R. Meier | |||||||||||||||||||||||||||||
| STIP Award | — | — | — | 327,482 | — | — | |||||||||||||||||||||||
|
Long-Term
Equity Awards
3
|
— | — | 2,288,937 | 4,787,306 | 2,288,937 | 2,288,937 | |||||||||||||||||||||||
|
Executive
Pension Plan
4
|
185,746 | — | 185,746 | 185,746 | 185,746 | 185,746 | |||||||||||||||||||||||
|
Executive
401(k) Plan
5
|
527,356 | — | 527,356 | 527,356 | 527,356 | 527,356 | |||||||||||||||||||||||
|
Welfare Ben.
Lump Sum
6
|
— | — | 5,900 | 43,497 | — | — | |||||||||||||||||||||||
|
Severance
7
|
— | — | 730,000 | 2,586,970 | — | — | |||||||||||||||||||||||
|
Outplacement
8
|
— | — | 7,000 | 7,000 | — | — | |||||||||||||||||||||||
| TOTAL | 713,102 | 3,744,939 | 8,465,358 | 3,002,039 | 3,002,039 | ||||||||||||||||||||||||
| Francesca L. Luthi | |||||||||||||||||||||||||||||
| STIP Award | — | — | — | 268,938 | — | — | |||||||||||||||||||||||
|
Long-Term
Equity Awards
3
|
— | — | 2,157,683 | 4,112,504 | 2,157,683 | 2,157,683 | |||||||||||||||||||||||
|
Executive
Pension Plan
4
|
19,283 | — | 19,283 | 19,283 | 19,283 | 19,283 | |||||||||||||||||||||||
|
Executive
401(k) Plan
5
|
503,480 | — | 503,480 | 503,480 | 503,480 | 503,480 | |||||||||||||||||||||||
|
Welfare Ben.
Lump Sum
6
|
— | — | 5,980 | 40,404 | — | — | |||||||||||||||||||||||
|
Severance
7
|
— | — | 625,000 | 2,151,507 | — | — | |||||||||||||||||||||||
|
Outplacement
8
|
— | — | 7,000 | 7,000 | — | — | |||||||||||||||||||||||
| TOTAL | 522,763 | — | 3,318,425 | 7,103,116 | 2,680,446 | 2,680,446 | |||||||||||||||||||||||
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|
|||||||
| Name |
Payout if
Terminated
Voluntarily
12/31/23 Not
Retirement
1
|
Payout if
Terminated
Voluntarily
12/31/23
Retirement
1
|
Payout if
Terminated
Involuntarily
12/31/23
2
|
Payout if
Terminated Upon Change in Control 12/31/23 |
|
Payout if
Terminated Upon Death 12/31/23 |
Payout if
Terminated Upon Disability 12/31/23 |
||||||||||||||||||||||
| (a) | (b) | (c) | (d) |
|
(e) | (f) | |||||||||||||||||||||||
| Robert A. Lonergan | |||||||||||||||||||||||||||||
| STIP Award | — | — | — | 250,000 | — | — | |||||||||||||||||||||||
|
Long-Term
Equity Awards
3
|
— | — | 2,601,486 | 4,641,900 | 2,601,486 | 2,601,486 | |||||||||||||||||||||||
|
Executive
Pension Plan
4
|
14,550 | — | 14,550 | 14,550 | 14,550 | 14,550 | |||||||||||||||||||||||
|
Executive
401(k) Plan
5
|
369,144 | — | 369,144 | 369,144 | 369,144 | 369,144 | |||||||||||||||||||||||
|
Welfare Ben.
Lump Sum
6
|
— | — | 5,900 | 41,205 | — | — | |||||||||||||||||||||||
|
Severance
7
|
— | — | 500,000 | 2,000,000 | — | — | |||||||||||||||||||||||
|
Outplacement
8
|
— | — | 7,000 | 7,000 | — | — | |||||||||||||||||||||||
| TOTAL | 383,694 | — | 3,498,080 | 7,323,798 | 2,985,180 | 2,985,180 | |||||||||||||||||||||||
| Michael P. Campbell | |||||||||||||||||||||||||||||
| STIP Award | — | — | — | 234,000 | — | — | |||||||||||||||||||||||
|
Long-Term
Equity Awards
3
|
— | 1,718,430 | 2,157,177 | 3,297,518 | 2,157,177 | 2,157,177 | |||||||||||||||||||||||
|
Executive
Pension Plan
4
|
— | 282,433 | 282,433 | 282,433 | 282,433 | 282,433 | |||||||||||||||||||||||
|
Executive
401(k) Plan
5
|
— | 1,191,390 | 1,191,390 | 1,191,390 | 1,191,390 | 1,191,390 | |||||||||||||||||||||||
|
Welfare Ben.
Lump Sum
6
|
— | — | 5,880 | 43,988 | — | — | |||||||||||||||||||||||
|
Severance
7
|
— | — | 600,000 | 1,976,000 | — | — | |||||||||||||||||||||||
|
Outplacement
8
|
— | — | 7,000 | 7,000 | — | — | |||||||||||||||||||||||
| TOTAL | — | 3,192,253 | 4,243,881 | 7,032,329 | 3,631,000 | 3,631,000 | |||||||||||||||||||||||
| Richard S. Dziadzio | |||||||||||||||||||||||||||||
| STIP Award | — | — | — | — | — | — | |||||||||||||||||||||||
|
Long-Term
Equity Awards
3
|
— | — | 3,684,876 | — | — | — | |||||||||||||||||||||||
|
Executive
Pension Plan
4
|
— | — | — | — | — | — | |||||||||||||||||||||||
|
Executive
401(k) Plan
5
|
— | — | 548,996 | — | — | — | |||||||||||||||||||||||
|
Welfare Ben.
Lump Sum
6
|
— | — | 5,900 | — | — | — | |||||||||||||||||||||||
|
Severance
7
|
— | — | 680,000 | — | — | — | |||||||||||||||||||||||
|
Outplacement
8
|
— | — | 7,000 | — | — | — | |||||||||||||||||||||||
| TOTAL | — | — | 4,926,772 | — | — | — | |||||||||||||||||||||||
1
As of December 31, 2023, Mr. Campbell met the requirements for retirement eligibility (age 55 with 10 years of service). Accordingly, his voluntary retirement would be considered a retirement and column (a) “Payout if Terminated Voluntarily 12/31/23 Not Retirement” would not apply. Because none of the other NEOs were retirement eligible as of December 31, 2023, the column entitled “Payout if Terminated Voluntarily 12/31/23 Retirement” does not apply to them.
2
The values in this column reflect an involuntary termination for reasons other than for cause. In the event of an involuntary termination for cause, the same amounts would be payable except the NEOs would not receive a pro-rata vesting with respect to their ALTEIP grants.
3
These amounts assume accelerated vesting and/or exercise of all or a portion of unvested equity awards on December 31, 2023 based on the closing stock price of $168.49 on December 29, 2023. These amounts also reflect
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|
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accelerated vesting in the event of a change in control of the Company and pro-rata vesting in the event of death, disability or an involuntary termination for reasons other than cause (with the exception of Mr. Campbell). PSU amounts are computed based on the achievement of target level performance for each award. Because
the ultimate number of PSUs earned is not determinable as of December 31, 2023, no dividend equivalents are reflected.
For Mr. Campbell, the values in column (b) reflect accelerated vesting of unvested equity awards granted prior to 2023 and forfeiture of equity awards granted in 2023. The values in columns (c), (e) and (f) reflect accelerated vesting of unvested equity awards granted prior to 2023 and pro-rata vesting of equity awards granted in 2023. This is due to Mr. Campbell meeting the requirements for retirement eligibility as of December 31, 2023.
For all NEOs, values in column (d) assume a hypothetical corporate change in control.
4
Executive Pension Plan benefits are payable only as a lump sum payment and as soon as administratively feasible following termination (in compliance with Code Section 409A).
5
This amount includes the Company’s contribution to the Executive 401(k) Plan made in 2023.
6
This amount represents a one-time lump sum payment by the Company that equals the value of Company paid premiums for the medical, dental, life insurance and disability plans as of December 31, 2023 for 18 months based on the individual’s benefit election (in accordance with Code Section 409A).
7
Under the Change in Control Agreements, if payments constitute "excess parachute payments" within the meaning of Code Section 280G, the payments would be reduced only if the NEO would receive a greater net after-tax benefit than they otherwise would receive with no reduction in payments. The amounts shown in column (d) above reflect no such reductions.
8
This amount represents the Company’s best estimate of the costs of outplacement services for an NEO.
NARRATIVE TO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following is a description of the information reported in the Potential Payments Upon Termination or Change in Control Table, including the material terms of the Change in Control Agreements and the methodology and material assumptions made in calculating the Executive Pension Plan benefits payable in the event of disability or death. The material terms of the Executive Pension Plan are described in “Pension Benefits” on page 72. The material terms of the ADC Plan and the Executive 401(k) Plan are described in the “Narrative to Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table” on page 74.
Treatment of Annual Incentive Awards
Under the ESTIP, if a participant’s employment is terminated during a performance period, due to disability or death, the Compensation and Talent Committee may, in its discretion, grant the participant an award in any amount the Compensation and Talent Committee deems appropriate. If a participant terminates employment during a performance period for any reason other than disability or death, the Compensation and Talent Committee may, in the Committee’s discretion, grant the participant an award. If a participant’s employment is terminated during a performance period due to retirement, any award for that participant will be subject to the maximum limits under the ESTIP (participant’s allocated portion of 5% of the Company’s net income as defined under the ESTIP), based on the amount of the Company’s net income for the full performance period. If a participant’s employment terminates for any other reason, any award paid to that participant will be subject to the maximum limits described above, pro-rated to reflect the number of days in the performance period that the participant was employed. Upon a change in control of the Company, each participant will be paid an amount based on the level of achievement of the performance goals as determined by the Compensation and Talent Committee no later than the date of the change in control.
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Separation Agreement
On November 15, 2023, Mr. Dziadzio ceased serving as Executive Vice President, Chief Financial Officer and departed from the Company on March 18, 2024 (the “Separation Date”). In connection with his involuntary termination, the Company and Mr. Dziadzio entered into a separation agreement on November 14, 2023 (the “Separation Agreement”), providing for: (i) a cash payment equal to Mr. Dziadzio’s base salary at the rate in effect immediately prior to the Separation Date plus his 2023 target annual performance bonus payable in monthly installments for the twelve month period following the Separation Date (the “Relevant Period”); (ii) payment of Mr. Dziadzio’s 2023 annual performance bonus under the ESTIP in March 2024 paid based 80% on the Company’s 2023 financial performance results and 20% on the individual performance component at target (1.0); and (iii) payment for the Company’s contributions for Mr. Dziadzio’s health insurance coverage for the Relevant Period. Following the Separation Date, the unvested portions of Mr. Dziadzio’s equity awards will vest on a prorated basis under the ALTEIP and pursuant to their respective terms. Mr. Dziadzio will be subject to non-compete and non-solicitation restrictions for the Relevant Period.
Accelerated and Pro-rated Vesting of Equity Awards
Under the ALTEIP, which was approved by stockholders in May 2017, amended and restated in December 2022, and which is the plan currently used for all equity-based grants to our NEOs, a change in control coupled with a termination of employment without cause or for good reason within two years of the change in control would result in all RSUs vesting in full and PSUs vesting based on the greater of: (i) an assumed achievement of all relevant performance goals at the “target” level pro-rated based upon the length of time within the performance period that has elapsed prior to the termination of employment date or (ii) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding the date of termination for which performance can, as a practical matter, be determined).
Upon a termination due to death or disability, RSUs and PSUs vest on a pro-rata basis (subject, in the case of PSUs, to the level of performance achieved). RSUs and PSUs are settled in full upon retirement (subject, in the case of PSUs, to the level of performance achieved), except for grants made in the year of retirement, which are forfeited. RSUs and PSUs vest on a pro-rata basis upon an involuntary termination without cause (subject, in the case of PSUs, to the level of performance achieved), and are forfeited upon a voluntary termination.
The Executive 401(k) Plan
The benefits under the Executive 401(k) Plan are payable only in a lump sum following termination of employment. Payments made following termination of employment are subject to the restrictions of Code Section 409A.
Change in Control Agreements
The Company is a party to a Change in Control Agreement with each NEO (the “CIC Agreement” or collectively, the “CIC Agreements”). The CIC Agreements generally provide that if, during the two-year period following a change in control (as defined in the CIC Agreements), the executive’s employment is terminated by the Company other than for cause or disability, or by the executive for good reason (each as defined in the CIC Agreements), the executive would be entitled to receive, subject to the execution of a release of claims, within 60 days of the termination (or such later date that may be required by tax laws governing deferred compensation), a payment equal to 0.5 times the target annual ESTIP award for the year in which the date of termination occurs, an amount of cash severance equal to two times the sum of the executive’s annual base salary plus target ESTIP award, a lump sum payment equal to 18 months’ worth of company contribution towards health care and life insurance, and outplacement benefits.
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The CIC Agreements do not provide for an excise tax gross-up. Rather, in the event of a change in control, our NEOs are entitled to receive either (i) the full benefits payable in connection with a change in control (whether under the CIC Agreement or otherwise) or (ii) a reduced amount that falls below the applicable safe harbor provided under Section 280G of the Code, whichever amount generates the greater after-tax value for the executive.
Termination in Anticipation of a Change in Control.
If an executive’s employment with the Company is terminated by the Company without cause prior to the date on which a change in control occurs, and if it is reasonably demonstrated by the executive that such termination of employment was initiated by the Company after the public announcement of a proposed transaction that ultimately results in a change in control, then the executive will be entitled to the severance and other benefits under the executive’s CIC Agreement, as described above.
Change in Control Definition.
For purposes of the CIC Agreements, a change in control is defined as:
•
the consummation of an acquisition by any individual, entity or group of 30% or more beneficial ownership of shares of outstanding voting securities of the Company entitled to vote generally in the election of directors;
•
a change in the Company’s Board (the “Incumbent Board”) and any new directors as defined in the agreements (“Successor Directors”) appointed to fill interim vacancies or nominated for election by the Company's stockholders in either case pursuant to a vote of at least a majority of the directors then in office who are either Incumbent Directors or Successor Directors, to constitute a majority of the Board of Directors of the Company;
•
the consummation of a merger, consolidation, reorganization or similar corporate transaction, or sale of all or substantially all of the Company’s assets other than a business combination in which all or substantially all of the stockholders of the Company receive 50% or more of the stock of the Company resulting from the the business combination; or
•
the consummation of a transaction or series of transactions approved by the Company’s stockholders that results in the sale or disposition of all or substantially all of the Company’s assets (by way of reinsurance or otherwise) or a complete liquidation or dissolution of the Company.
Restrictive Covenants
. Under the CIC Agreements, commencing on the change in control date and continuing for one year after termination of employment, executives may not: (i) engage in activity competitive with the Company (including as an employee or officer of a competitor), (ii) solicit employees of the Company to leave the employ of the Company, or (iii) solicit customers of the Company to cease doing business with the Company. In addition, executives may not disparage the Company for two years following termination of employment.
Amounts Previously Earned and Payable Regardless of Termination or Change in Control
The amounts reflected in the Potential Payments Upon Termination or Change in Control Table show payments that the NEOs could only receive in the event of termination or change in control. The amounts reflected below were earned in previous years and were already available to the NEOs through withdrawal or exercise regardless of termination or change in control. These amounts include deferred compensation balances held in the ADC Plan.
The following amount would have been available on December 31, 2022 for withdrawal or exercise by the NEOs regardless of termination or change in control: for Mr. Meier,
$1,219,181 from the ADC Plan.
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CEO PAY RATIO
The Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules require us to provide the ratio of the total annual compensation of our CEO to the total annual compensation of our median employee. As required, we identified a new median employee for 2023 by ranking the total cash compensation, including base pay, overtime and cash incentive pay, for all employees, excluding our CEO, who were employed by the Company as of our determination date of October 1, 2023. We used the following methodology, consistently applied across the entire global employee population, to rank our employee population to determine our median employee:
•
We included all U.S. and non-U.S. employees, employed on a full-time, part-time or temporary basis such that the calculation covered 13,468 employees as of October 1, 2023.
•
Actual base pay during the period October 2, 2022 through October 1, 2023 was used for all participants. No compensation components were annualized.
•
We included overtime pay and cash incentive compensation, including shift differentials, referral bonuses, “sign-on” bonuses, and commission incentives paid during the period October 2, 2022 through October 1, 2023.
•
For the non-U.S. population, a 12-month average of the monthly exchange rates (October 2022 - September 2023) was used to convert all foreign currency payments to U.S. dollars.
•
We did not rely on any other material assumptions, adjustments (such as cost-of-living adjustments) or estimates (such as statistical sampling) with respect to total cash compensation for purposes of employee ranking.
Our median employee was determined to be a full-time, U.S.-based employee. After identifying the median employee, we calculated the annual total compensation for such employee using the same methodology we used for our CEO as set forth in the 2023 Summary Compensation Table foun
d on page 65. Fo
r 2023, we estimate that our CEO to median employee pay ratio is 196.2 to 1, the annual total compensation for the median employee was $52,667 and the annual total compensation for our CEO was $10,331,024.
Our 2023 pay ratio is intended to be a reasonable estimate calculated in a manner consistent with SEC rules. Given the different methodologies that various public companies use to determine their estimates of pay ratio, including the different assumptions, exclusions, estimates and methodologies allowed under the SEC rules, and differing employment and compensation practices among companies, our reported pay ratio may not be comparable to the pay ratio disclosure of other companies.
PAY VERSUS PERFORMANCE
The table below sets forth the Company’s Pay versus Performance disclosure:
|
Year
1
|
Summary compensation table total for PEO
($) |
Compensation actually paid to PEO
2
($)
|
Average summary compensation table total for non-PEO named executive officers
($) |
Average compensation actually paid to non-PEO named executive officers
6
($)
|
Value of initial fixed $100 investment based on: |
Net income ($ in millions)
8
|
Adjusted earnings, excluding reportable catastrophes, per diluted share
9
($)
|
|||||||||||||||||||||||||
|
Total shareholder return
($) |
Peer group total shareholder return
7
($)
|
|||||||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | ||||||||||||||||||||||||
| 2023 |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| 2022 |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| 2021 |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
| 2020 |
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
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1
The PEOs were as follows:
Keith W. Demmings
in 2023 and 2022; and
Alan B. Colberg
in 2021 and 2020. The NEOs were as follows: Keith R. Meier, Francesca L. Luthi, Robert A. Lonergan, Michael P. Campbell, and Richard S. Dziadzio in 2023; Richard S. Dziadzio, Robert A. Lonergan, Keith R. Meier, and Francesca L. Luthi in 2022; and Richard S. Dziadzio, Gene E. Mergelmeyer, Keith W. Demmings, and Francesca L. Luthi in 2021 and 2020.
2
No awards granted to the PEOs during the period failed to meet vesting conditions. The table below details the adjustments made to the summary compensation table total to calculate the compensation actually paid to the PEO for 2023:
| Year |
Summary compensation table total for PEO
($) |
Stock awards and option awards columns of the summary compensation table
($) |
Fair value of equity awards granted in year that remained outstanding and unvested as of year-end
($)
3
|
Change in fair value of the equity awards granted before year that are outstanding and unvested as of year-end
($)
4
|
Fair value of the awards that were granted and vested in year
($) |
Change in fair value of all the equity awards granted before year that vested in year
($)
5
|
Aggregate change in pension benefits
($) |
Pension “service cost” for year
($) |
Compensation actually paid to PEO
($) |
||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||||
| 2023 |
|
(
|
|
|
|
(
|
|
|
|
||||||||||||||||||||||||||
3
PSU fair value is calculated by taking the current year projected performance adjusted number of shares times the current year closing share price. RSU fair value is calculated by taking the number of shares times the current year closing share price.
4
PSU change in fair value is calculated by taking the current year projected performance adjusted number of shares times the current year closing share price less the prior year projected performance adjusted number of shares times the prior year closing share price. RSU change in fair value is calculated by taking the number of shares times the current year closing share price less the number of shares times the prior year closing share price.
5
PSU change in fair value is calculated by taking the actual number of performance adjusted shares times the vesting date share price less the prior year projected performance adjusted number of shares times the prior year closing share price. RSU change in fair value is calculated by taking the number of shares vested times the vesting date share price less the number of shares times the prior year closing share price.
6
No awards granted to the NEOs during the period failed to meet vesting conditions. The table below details the adjustments made to the summary compensation table total for the NEOs to calculate the average compensation actually paid to the NEOs for 2023:
| Year |
Average summary compensation table total for non-PEO named executive officers
($) |
Average stock awards and option awards columns of the summary compensation table
($) |
Average fair value of equity awards granted in year that remained outstanding and unvested as of year-end
($) |
Average change in fair value of the equity awards granted before year that are outstanding and unvested as of year-end
($) |
Average fair value of the awards that were granted and vested in year
($) |
Average change in fair value of all the equity awards granted before year that vested in year
($) |
Average aggregate change in pension benefits
($) |
Average pension “service cost” for year
($) |
Average compensation actually paid to non-PEO named executive officers
($) |
||||||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | ||||||||||||||||||||||||||
| 2023 |
|
(
|
|
|
|
(
|
|
|
|
||||||||||||||||||||||||||
7
Refers to the SP 500 Multi-Line Insurance Index included in
“Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Stock Performance Graph” in the Company’s 2023 Form 10-K.
8
Represents the net income as disclosed in the Company’s audited GAAP financial statements.
9
Represents a non-GAAP measure. A reconciliation of this non-GAAP measure to its most comparable GAAP measure can be found in Appendix A hereto.
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The fair value of equity awards is determined in a manner consistent with that disclosed in consolidated financial statements included in the 2023 Form 10-K. The portion of the PSU awards that are earned based on
Adjusted earnings, excluding reportable catastrophes, per diluted share
are valued at the probable outcome of the performance condition and the Company’s closing share price at each measurement date. The portion of the PSU awards that are earned based on the Company’s TSR relative to the TSR of the SP 500 Index are valued using a Monte Carlo valuation model at each measurement date. The table below sets out the range of assumptions applied for each measurement date relevant to the Compensation Actually Paid table.
| Measurement Date | 12/31/2023 | 12/31/2022 | 12/31/2021 | 12/31/2020 | ||||||||||||||||
| Performance factor |
|
|
|
|
||||||||||||||||
| TSR Monte Carlo Assumptions: | ||||||||||||||||||||
| Expected volatility |
|
|
|
|
||||||||||||||||
| Expected remaining term (years) |
|
|
|
|
||||||||||||||||
| Risk free interest rate |
|
|
|
|
||||||||||||||||
As reflected in our plans, the table below lists the Company’s most important performance measures used to link compensation actually paid (the “CAP”) for our NEOs to Company performance:
|
Tabular List of Performance Measures
1
|
||||||||
|
|
||||||||
|
|
||||||||
|
|
||||||||
|
|
||||||||
The graph below represents the relationship between the CAP of the principal executive officer (the CEO, referred to as “PEO” in this section) and the NEOs with the Company’s TSR and a comparison of the Company’s TSR to the cumulative TSR of the peer group included in its Form 10-K:
1
Certain measures are non-GAAP. A reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in Appendix A hereto.
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|||||||
The graph below represents the relationship between the CAP of our PEO and NEOs with the Company’s net income:
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Executive Compensation |
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|||||||
The graph below represents the relationship between the CAP of our PEO and NEOs with the Company’s Company Selected Measure, Adjusted earnings, excluding reportable catastrophes, per diluted share:
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84
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Director Compensation |
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Director Compensation
The following table sets forth the cash and other compensation earned by or accrued to the non-management members of the Board for all services in all capacities during the fiscal year ended December 31, 2023. Mr. Demmings was not eligible to participate in the Assurant Amended and Restated Directors Compensation Plan (the “Directors Compensation Plan”) and did not receive any compensation for his service as a director.
DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023
| Name |
Fees
Earned or
Paid in
Cash
($)
1
|
Stock
Awards
($)
2
|
Option
Awards ($) |
Non-Equity
Incentive Plan Compensation ($) |
Change in
Pension Value and Nonqualified Deferred Compensation Earnings ($) |
All Other
Compensation ($) |
Total
($) |
||||||||||||||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | ||||||||||||||||||||||
| Paget L. Alves | 105,000 | 160,031 | 250 | 265,281 | |||||||||||||||||||||||||
| Rajiv Basu | 85,108 | 160,031 | — | 245,139 | |||||||||||||||||||||||||
| J. Braxton Carter | 105,000 | 160,031 | 200 | 265,231 | |||||||||||||||||||||||||
| Juan N. Cento | 105,000 | 160,031 | 150 | 265,181 | |||||||||||||||||||||||||
| Harriet Edelman | 125,000 | 160,031 | 1,250 | 286,281 | |||||||||||||||||||||||||
| Sari Granat | 105,000 | 160,031 | 1,000 | 266,031 | |||||||||||||||||||||||||
| Lawrence V. Jackson | 127,500 | 160,031 | 650 | 288,181 | |||||||||||||||||||||||||
|
Jean-Paul L. Montupet
3
|
40,269 | — | 197,411 | 237,680 | |||||||||||||||||||||||||
| Debra J. Perry | 127,500 | 160,031 | 1,250 | 288,781 | |||||||||||||||||||||||||
| Ognjen (Ogi) Redzic | 105,000 | 160,031 | 100 | 265,131 | |||||||||||||||||||||||||
| Paul J. Reilly | 132,500 | 160,031 | 3,000 | 295,531 | |||||||||||||||||||||||||
| Elaine D. Rosen | 311,022 | 160,031 | 3,000 | 474,053 | |||||||||||||||||||||||||
| Robert W. Stein | 105,000 | 160,031 | 2,500 | 267,531 | |||||||||||||||||||||||||
1
This amount represents services for 2023 only and excludes Q1 2024 retainers paid in December 2023.
2
The amounts reported in this column are consistent with the grant date fair value of each award computed in accordance with FASB ASC Topic 718. The grant date fair value of the stock awards granted in 2023 equals the amount disclosed in column (c). As of December 31, 2023, each director, except Mr. Alves, Mr. Basu, Mr. Carter, Ms. Edelman, Ms. Granat, Mr. Montupet, Ms. Perry, and Mr. Redzic held 15,225 unvested RSUs. Ms. Edelman and Ms. Perry held 8,618 unvested RSUs as of December 31, 2023. Mr. Alves and Mr. Redzic held 5,640 unvested RSUs as of December 31, 2023. Mr. Carter held 4,515 unvested RSUs as of December 31, 2023. Ms. Granat held 2,218 unvested RSUs as of December 31, 2023. Mr. Basu held 1,235 unvested RSUs as of December 31, 2023. Mr. Montupet held no unvested RSUs as of December 31, 2023.
3
Mr. Montupet retired from the Board of Directors on May 11, 2023. Amounts in column (g) include $197,411 of accumulated dividend equivalents on previously deferred RSUs for Mr. Montupet which were paid to him in 2023 pursuant to his retirement from the Board.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Director Compensation |
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NARRATIVE TO THE DIRECTOR COMPENSATION TABLE
Fees Earned or Paid in Cash
The Directors Compensation Plan in effect for 2023 provides for an annual retainer for non-management directors of $110,000, payable in cash quarterly. Additional annual retainers were paid under the Directors Compensation Plan to the Chair of the Board and committee Chairs as follows: (i) Chair of the Board: $200,000; (ii) Audit Committee Chair: $30,000; (iii) Compensation and Talent Committee Chair: $25,000; (iv) Finance and Risk Committee Chair: $25,000; (v) Information Technology Committee Chair: $20,000; and (vi) Nominating and Corporate Governance Committee Chair: $20,000.
The Directors Compensation Plan also provides for reimbursement of reasonable travel expenses in connection with attending meetings of our Board and its committees and other Company functions where the director’s attendance is requested by our CEO. A participant may elect to have any cash amounts payable under the Directors Compensation Plan deferred under the ADC Plan. The Company does not make any contributions to, or provide any preferential or above market earnings under, the ADC Plan.
Restricted Stock Unit Awards
In addition to cash compensation, the Directors Compensation Plan provides that each non-employee director will receive, on the date he or she first becomes a director, an initial award of RSUs having an aggregate fair market value on the grant date equal to $160,000. In no event will a director receive an initial award of RSUs if the next annual meeting of our stockholders is within four months of the date he or she becomes a director. On the day following each annual meeting of our stockholders, each non-employee director then in office will receive an annual award of RSUs having a fair market value on the grant date equal to $160,000.
Directors awards of RSUs vest in three equal annual installments on each of the first three anniversaries of the grant date. All RSUs vest in full in the event of a change in control (as defined in the ALTEIP) or upon retirement after reaching age 55 and completing at least five consecutive years of service on the Board. Settlement of the shares are deferred until separation from the Board. Quarterly dividend equivalents earned throughout the vesting period on awards granted accumulate and are paid in cash upon separation from the Board
.
The maximum number of shares that may be granted to any non-employee director under the ALTEIP in any calendar year is limited to a number that, combined with any cash fees or other compensation, does not exceed $750,000 in total value based on the share value on the date of grant (or $850,000 under extraordinary circumstances as determined by the Board).
All Other Compensation
Directors are eligible to participate in the Assurant Employee Matching Gifts Program to support charities with U.S.-based Section 501(c)(3) status or equivalent charitable status as recognized in other countries. The Assurant Foundation matches up to $1,000 per calendar year for charitable contributions made by each director.
|
86
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Equity Compensation Plan Information |
|
|||||||
Equity Compensation Plan Information
The following table shows aggregate information, as of December 31, 2023, with respect to compensation plans under which equity securities of Assurant are authorized for issuance.
| Plan Category |
(a)
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
1
|
(b)
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights($) |
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
2
|
||||||||||||||
| Equity Compensation Plans Approved by Security Holders | 1,775,127 | — | 3,278,392 | ||||||||||||||
| Equity Compensation Plans Not Approved by Security Holders | — | — | — | ||||||||||||||
| Total | 1,775,127 | — | 3,278,392 | ||||||||||||||
1
This amount reflects securities to be issued under outstanding awards of RSUs and PSUs as of December 31, 2023. For outstanding awards of PSUs, the amount reflects the number of securities that could be issued if the maximum level of performance is achieved. Assuming achievement of target level performance under outstanding PSUs, the amount in column (a) would be 1,176,372.
2
This amount is comprised of 2,046,291 shares of common stock available for issuance under the ESPP and 1,232,101 shares of common stock available for issuance under the ALTEIP.
|
87
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Transactions with Related Persons |
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|||||||
Transactions with Related Persons
TRANSACTIONS WITH RELATED PERSONS
There were no related person transactions in 2023 requiring disclosure under SEC rules and there are no such currently proposed transactions. T
he Company engages in ordinary course business transactions with certain related persons, or entities in which related persons serve as officers, directors or affiliates, and in which such related persons do not have a direct or indirect material interest. See “Corporate Governance—Director Independence” for a description of certain ordinary course business transactions and relationships with our directors.
REVIEW, APPROVAL AND MONITORING OF TRANSACTIONS WITH RELATED PERSONS
The Nominating and Corporate Governance Committee adopted the Assurant, Inc. Related Person Transactions Policy and Procedures. The policy applies to transactions of at least $120,000 in which the Company is or was to be a participant and in which a related person has a direct or indirect material interest. Generally, related persons are the Company’s directors, executive officers, nominees for director, their immediate family members and beneficial owners of five percent or more of the Company’s outstanding common stock.
Policy
The Company’s policy is to enter into related person transactions only when the Nominating and Corporate Governance Committee determines that such transaction is in, or is not inconsistent with, the interests of the Company and its stockholders.
Procedures
•
Related persons must notify the Company’s law department in advance of any potential related person transaction. The Company’s law department also obtains information relating to potential related person transactions through various methods, including annual director and executive officer questionnaires and conflict of interest questionnaires.
•
If the law department determines that the proposed transaction is a related person transaction and is not an ordinary course transaction, which have been pre-approved by the Nominating and Corporate Governance Committee (such as certain financial services, including insurance, provided by the Company to a related person and investment management services provided to the Company’s employee benefit plans), it will submit the proposed transaction to the Nominating and Corporate Governance Committee for review at its next meeting. If it is not practicable to wait until then, the Nominating and Corporate Governance Committee may call a special meeting or the Chair of the Nominating and Corporate Governance Committee may consider the proposed transaction and report his or her decision at the next regularly scheduled Nominating and Corporate Governance Committee meeting.
•
The Nominating and Corporate Governance Committee will review the facts of all such transactions, including the reasonable prior review for potential conflicts of interest by the Company’s law department, the benefits to the Company, the extent of the related person’s interest in the transaction, any impact on a director’s independence or status as a “non-employee director” and the terms generally available to unrelated third parties under similar circumstances. Any transaction determined to be inconsistent with the interests of the Company and its stockholders is prohibited. The
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| Transactions with Related Persons |
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Nominating and Corporate Governance Committee will then either approve or disapprove the entry into such transaction. If advance approval is not feasible, then the transaction will be considered and, if appropriate, ratified at the next Nominating and Corporate Governance Committee meeting.
•
No director will participate in any discussion or approval of a transaction in which he or she is a related person.
•
If a related person transaction is approved and will be ongoing, the Nominating and Corporate Governance Committee may establish guidelines for the Company’s management to follow in its ongoing dealings with the related person. Thereafter, the Nominating and Corporate Governance Committee, at least annually, will review and assess the ongoing transaction and determine whether or not it should be permitted to continue.
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89
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Security Ownership of Certain Beneficial Owners |
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Security Ownership of Certain Beneficial Owners
The following table provides, with respect to each person or entity known by Assurant to be the beneficial owner of more than five percent of Assurant’s outstanding common stock as of
February 14, 2024
, (a) the number of shares of common stock beneficially owned (based upon the most recently reported number of shares beneficially owned as of the date the person or entity filed a Schedule 13G with the SEC) and (b) the percentage of all outstanding shares of common stock represented by such ownership as of February 14, 2024 (based upon 51,977,634 shares of common stock outstanding as of that date).
| Name of Beneficial Owner |
Shares of Common
Stock Beneficially Owned |
Percentage
of Class |
||||||||||||
|
The Vanguard Group, Inc.
1
|
6,806,278 | 13.1% | ||||||||||||
|
BlackRock, Inc.
2
|
5,387,911 | 10.4% | ||||||||||||
|
T. Rowe Price Investment Management, Inc.
3
|
5,116,615 | 9.8% | ||||||||||||
|
State Street Corporation
4
|
2,713,381 | 5.2% | ||||||||||||
1
The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, filed a Schedule 13G/A on February 13, 2024 with respect to the beneficial ownership of 6,806,278 shares of common stock as of December 29, 2023. The Vanguard Group, Inc. indicated that it had sole voting power with respect to 0 shares of common stock, shared voting power with respect to 62,312 shares of common stock, sole dispositive power with respect to 6,625,938 shares of common stock and shared dispositive power with respect to 180,340 shares of common stock.
2
BlackRock, Inc., 50 Hudson Yards, New York, New York 10001, filed a Schedule 13G/A on January 24, 2024 with respect to the beneficial ownership of 5,387,911 shares of common stock as of December 31, 2023. BlackRock, Inc. indicated that it had sole voting power with respect to 5,007,687 shares of common stock and sole dispositive power with respect to 5,387,911 shares of common stock. BlackRock, Inc. indicated that it filed this Schedule 13G/A on behalf BlackRock, Inc. and certain of its subsidiaries.
3
T. Rowe Price Investment Management, Inc., 101 E. Pratt Street, Baltimore, Maryland 21201, filed a Schedule 13G/A on February 14, 2024 with respect to the beneficial ownership of 5,116,615 shares of common stock as of December 31, 2023. T. Rowe Price Investment Management, Inc. indicated that it had sole voting power with respect to 2,110,887 shares of common stock and sole dispositive power with respect to 5,116,615 shares of common stock.
4
State Street Corporation, State Street Financial Center, 1 Congress Street, Suite 1, Boston, Massachusetts 02114-2016, filed a Schedule 13G/A on January 30, 2024 with respect to the beneficial ownership of 2,713,381 shares of common stock as of December 31, 2023. State Street Corporation indicated that it had shared voting power with respect to 1,446,209 shares of common stock and shared dispositive power with respect to 2,710,934 shares of common stock. State Street Corporation indicated that it filed this Schedule 13G/A on behalf of State Street Corporation and certain of its subsidiaries.
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| Security Ownership of Directors and Executive Officers |
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Security Ownership of Directors and Executive Officers
The f
ollowing table provides information concerning the beneficial ownership of common stock as of February 14, 2024
by Assurant’s Chief Executive Officer, Chief Financial Officer, each of Assurant’s other NEOs for 2023, each director and all current directors and executive officers as a group. As of February 14, 2024, we had 51,977,634 shares of common stock outstanding. Except as otherwise indicated and except to the extent that authority is shared by their spouses, all persons listed below have sole voting power and dispositive power with respect to their shares
and have beneficial ownership of their shares.
| Name of Beneficial Owner |
Shares of Common Stock Beneficially Owned
1
|
Percentage of
Class |
|||||||||||||||
| Keith W. Demmings | 50,290 | * | |||||||||||||||
| Richard S. Dziadzio | 15,757 | * | |||||||||||||||
| Keith R. Meier | 14,262 | * | |||||||||||||||
| Michael P. Campbell | 22,400 | * | |||||||||||||||
| Robert A. Lonergan | 15,967 | * | |||||||||||||||
| Francesca L. Luthi | 8,595 | * | |||||||||||||||
| Elaine D. Rosen | 23,032 | * | |||||||||||||||
| Paget L. Alves | 3,482 | * | |||||||||||||||
| Rajiv Basu | - | * | |||||||||||||||
| J. Braxton Carter | 4,307 | * | |||||||||||||||
| Juan N. Cento | 26,156 | * | |||||||||||||||
| Harriet Edelman | 6,460 | * | |||||||||||||||
| Sari Granat | 297 | * | |||||||||||||||
| Lawrence V. Jackson | 22,815 | * | |||||||||||||||
| Debra J. Perry | 6,460 | * | |||||||||||||||
| Ogi Redzic | 3,482 | * | |||||||||||||||
| Paul J. Reilly | 17,501 | * | |||||||||||||||
| Robert W. Stein | 15,418 | * | |||||||||||||||
| All current directors and executive officers as a group (20 persons) | 275,826 | * | |||||||||||||||
*
Less than one percent of class.
1
Includes: for Mr. Meier, 747 shares of Common Stock held through the Assurant 401(k) Plan as of December 31, 2023.
For Mr. Stein, includes 851 shares of common stock held by the Robert W. Stein Revocable Living Trust and Christine M. Denham Revocable Living Trust, Tenants in Common. Also includes 1,500 shares of common stock held by the Denham Stein Family Foundation. Because Mr. Stein serves as a trustee of this tax-exempt charitable foundation, Mr. Stein is deemed to “control” these 1,500 shares in which he has no economic interest.
For certain NEOs and current executive officers, includes RSUs that will vest (regardless of any delivery delayed in connection with a retirement) on or within 60 days of February 14, 2024 in exchange for the following amounts of common stock as of February 14, 2024: for Mr. Campbell, 3,810 shares; Mr. Demmings, 8,015 shares; for Mr. Meier, 2,449 shares; for Mr. Lonergan, 1,897 shares; and for Ms. Luthi, 2,187 shares.
For certain directors, includes vested RSUs and RSUs that will vest on or within 60 days of February 14, 2024 in exchange for the following amounts of common stock as of February 14, 2024: 13,067 shares for each of Ms. Rosen and Messrs. Cento, Jackson, Reilly and Stein; 6,460 shares for each of Ms. Edelman and Ms. Perry; 3,482 shares for each of Messrs. Alves and Redzic; 2,357 shares for Mr. Carter; and 297 shares for Ms. Granat. The settlement of such shares is deferred until separation from the Board.
RSUs that will vest on or within 60 days of February 14, 2024 in exchange for shares of common stock, for all current directors and executive officers as a group, totaled 129,608.
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| Audit Committee Matters |
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Audit Committee Matters
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of the Company operates under a written charter, adopted and reviewed annually by the Audit Committee and the Board. The charter describes in greater detail the full responsibilities of the Audit Committee. Among other things, the Audit Committee assists the Board in its oversight of the integrity of the Company’s quarterly and annual financial statements; the Company’s compliance with legal and regulatory requirements; the independent auditors’ qualifications and independence; and the performance of the Company’s internal audit function and independent auditors. In addition, the Audit Committee reviews the Company’s policies with respect to risk assessment and risk management and coordinates with the Finance and Risk Committee with respect to Board oversight of risk management and global risk management activities. Additional information regarding the Board’s role in risk oversight can be found in the “Corporate Governance” section of this proxy statement.
Management is responsible for the preparation, presentation and integrity of the Company’s consolidated financial statements; for maintaining appropriate accounting and financial reporting processes; for the design and operating effectiveness of the Company’s internal control over financial reporting and related procedures; and for the execution of the Company’s risk management function. In performing its oversight function, the Audit Committee has reviewed and discussed with management the audited consolidated financial statements of the Company as of and for the year ended December 31, 2023 and management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2023. Management’s assessment is included in Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 9A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). In connection with that review, management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America and that the Company maintained effective internal control over financial reporting as of December 31, 2023. In consultation with management and with input from the Company’s independent registered public accounting firm, the Audit Committee reviews the effectiveness of the internal audit function. In addition, the Audit Committee has reviewed and discussed with management the Company’s policies with respect to risk assessment and risk management, including the guidelines and policies that govern the process by which risk assessment and risk management is undertaken. The Audit Committee meets in periodic executive sessions with each of management, the internal auditor and the independent registered public accounting firm to discuss the results of examinations by the internal auditor and the independent registered public accounting firm, their evaluations of internal controls and the overall quality of the Company’s financial reporting, as well as other matters as appropriate.
PricewaterhouseCoopers LLP (“PwC”) serves as the Company’s independent registered public accounting firm and has served in this role since 2000. Each year, the Audit Committee, in consultation with management and the Company’s head of internal audit, reviews PwC’s performance and considers whether to reappoint PwC, subject to stockholder ratification, to serve as the Company’s independent registered public accounting firm for the current fiscal year. In that review, the Audit Committee considers, among other things, the continued independence of PwC, PwC’s tenure serving the Company, whether PwC’s provision of non-audit services to the Company is compatible with maintaining its independence, and the quality and efficiency of the services provided, as well as the depth of the firm’s and audit team’s expertise and experience in the Company’s industry. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be regular rotation of the independent registered public accounting firm. In addition, the Audit Committee assesses the qualifications and performance of the lead engagement partner and other principal team members of the independent registered public accounting firm, and the Audit Committee and its Chair are involved in the selection of the new lead engagement partner at least every five years or when otherwise required by law. The most recent new lead engagement partner commenced service following the completion of the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2020. The Audit
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| Audit Committee Matters |
|
|||||||
Committee is responsible for pre-approving and regularly reviewing all services, fees and terms associated with the Company’s retention of its independent registered public accounting firm.
The Audit Committee has reviewed and discussed with PwC their report and related opinion on the fair presentation of the Company’s consolidated financial statements as of and for the year ended December 31, 2023, as well as the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee also has received the written disclosures and the letter from PwC required by the applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning independence, has discussed with PwC the independence of the firm, has reviewed and discussed with PwC critical audit matters identified by PwC during the audit, and has considered all of the above-referenced communications as well as all audit, audit-related and non-audit services provided by PwC.
On the basis of the review and discussions referred to above, the Audit Committee has recommended to the Board that the audited financial statements be included in the 2023 Form 10-K for filing with the SEC.
Audit Committee
Paul J. Reilly, Chair
Rajiv Basu
J. Braxton Carter
Harriet Edelman
Robert W. Stein
FEES OF PRINCIPAL ACCOUNTANTS
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of PwC, our independent registered public accounting firm. The Audit Committee is required to pre-approve all audit or non-audit engagements with the independent registered public accounting firm. The Audit Committee has delegated to the Audit Committee Chair the authority to pre-approve audit or non-audit service engagements with the independent registered public accounting firm involving aggregate potential fees of up to $250,000 per engagement. Any such services that are pre-approved by the Chair must then be reported and ratified at the next regularly scheduled Audit Committee meeting.
In approving any non-audit services, the Audit Committee, or its Chair when applicable, considers whether the proposed services are prohibited under current law or regulations. In order to approve the proposed non-audit services, the Audit Committee, or its Chair when applicable, also must be of the opinion that the proposed services, both individually and collectively with all other provided services, will not impair the independence of the independent registered public accounting firm in connection with its audit opinion on the Company’s consolidated financial statements and the effectiveness of internal control over financial reporting. The Audit Committee also receives assurances from the independent registered public accounting firm that the proposed engagement is not a prohibited service under applicable laws and regulations and that the proposed service will not impair the auditors’ independence in connection with its audit opinion on the Company’s consolidated financial statements and the effectiveness of the Company’s internal control over financial reporting.
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| Audit Committee Matters |
|
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The following table sets forth the aggregate fees for PwC for the fiscal years ended December 31, 2023 and 2022
:
|
2023
|
2022
|
||||||||||||||||||||||
|
Description of Fees
1
|
Amounts
(in thousands) |
Amounts
(in thousands) |
|||||||||||||||||||||
|
Audit Fees
2
|
$ | 14,483 | $ | 13,302 | |||||||||||||||||||
|
Audit-Related Fees
3
|
2,483 | 2,296 | |||||||||||||||||||||
|
Tax Fees
4
|
71 | 260 | |||||||||||||||||||||
|
All Other Fees
5
|
22 | 51 | |||||||||||||||||||||
| Total | $ | 17,059 | $ | 15,909 | |||||||||||||||||||
1
Fees include out-of-pocket expenses of $176,000 and $132,000 for 2023 and 2022, respectively, which were incurred by PwC and billed to the Company in connection with the respective services.
2
Audit fees include both recurring and non-recurring amounts for professional services rendered for the audit of the Company's consolidated financial statements and effectiveness of its internal controls over financial reporting; subsidiary and statutory audits directly related to the performance of the consolidated audit; subsidiary and statutory audits directly related to statutory and regulatory filings; and review of financial statements included in the Company's Form 10-Q filings.
3
Audit-related fees include both recurring and non-recurring amounts for professional services rendered in connection with control attestation services, benefit plan audits, due diligence services, subsidiary audits that are not directly related to statutory and regulatory filings, consultation on accounting and financial reporting matters, consultation on new accounting standards, information technology pre-implementation services, and other agreed upon procedures.
4
Tax fees include both recurring and non-recurring permissible professional services rendered, primarily relating to compliance services.
5
All other fees were for permissible professional services rendered in connection with various services unrelated to the above categories.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Incorporation by Reference |
|
|||||||
Incorporation by Reference
The Compensation and Talent Committee Report and the Audit Committee Report (including the reference to the independence and financial expertise of the Audit Committee members), each contained in this proxy statement, are not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by Assurant under the Exchange Act, except to the extent that we specifically incorporate such information by reference into any of these filings. Any reports or other information referenced herein from our website is not deemed part of or incorporated by reference into this proxy statement.
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95
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Annual Report and Form 10-K |
|
|||||||
Annual Report and Form 10-K
The 2023 annual report to stockholders, which includes the 2023 Form 10-K, accompanies this proxy statement.
Without charge, stockholders may obtain a copy of our 2023 Form 10-K containing the audited consolidated financial statements of Assurant for the fiscal year ended December 31, 2023, as filed with the SEC, without the accompanying exhibits, by writing to Investor Relations, Assurant, Inc., 260 Interstate North Circle SE Atlanta, GA 30339. A list of exhibits is included in the accompanying 2023 Form 10-K, and exhibits are available from Assurant upon payment to Assurant of the cost of furnishing them. Without charge, copies of our 2023 Form 10-K and accompanying exhibits are also available under the “Investor Relations” section of our website at
http://ir.assurant.com
.
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96
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Additional Annual Meeting Information |
|
|||||||
Additional Annual Meeting Information
STOCKHOLDER PARTICIPATION IN THE VIRTUAL ANNUAL MEETING
We will follow a virtual meeting format for the Company’s 2024 Annual Meeting of Stockholders. The virtual meeting format allows attendance from any location in the world. Stockholders will have the same rights and opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. The business of the Annual Meeting will follow the order shown on the agenda on the Annual Meeting website.
Annual Meeting Admission
Because this is a meeting of stockholders, only stockholders as of the record date of March 25, 2024 are permitted to participate in, vote or ask questions during the Annual Meeting. Visit
www.virtualshareholdermeeting.com/AIZ2024
and enter the 16-digit control number that can be found on your proxy card, voting instruction or notice. Online access to the Annual Meeting will open at 7:45 a.m. Eastern Time to allow time for stockholders to become familiar with the virtual platform and address any technical difficulties prior to the start of the Annual Meeting at 8:00 a.m. Eastern Time. If you do not have your control number, you will be able to join the meeting as a guest; however, you will not be able to vote or submit questions during the Annual Meeting. Stockholders should ensure that they have a strong WiFi connection from wherever they intend to participate in the virtual Annual Meeting.
A list of stockholders entitled to vote at the Annual Meeting will be available to stockholders for examination 10 days prior to the Annual Meeting. To review the list of stockholders, please contact Investor Relations at Investor.Relations@assurant.com.
Participating during the Annual Meeting
Once admitted into the virtual Annual Meeting, you will have the opportunity to submit questions in writing during the Annual Meeting. If you have a question, please submit the question in the field provided on the Annual Meeting website. The Chair or the Chief Executive Officer may answer the question directly or invite another representative of the Company to respond. Questions pertinent to meeting matters will be answered during the question and answer portion of the virtual Annual Meeting, as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. No recording of the Annual Meeting is allowed, including audio and video recordin g. For additional information regarding how to participate in the virtual Annual Meeting, please see the Rules of Procedures that will be posted to the virtual Annual Meeting website on the day of the Annual Meeting.
Once admitted into the virtual Annual Meeting, you will have the opportunity to submit questions in writing during the Annual Meeting. If you have a question, please submit the question in the field provided on the Annual Meeting website. The Chair or the Chief Executive Officer may answer the question directly or invite another representative of the Company to respond. Questions pertinent to meeting matters will be answered during the question and answer portion of the virtual Annual Meeting, as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. No recording of the Annual Meeting is allowed, including audio and video recordin g. For additional information regarding how to participate in the virtual Annual Meeting, please see the Rules of Procedures that will be posted to the virtual Annual Meeting website on the day of the Annual Meeting.
Voting during the Annual Meeting
While we strongly encourage you to vote your shares prior to the virtual Annual Meeting, stockholders may also vote during the Annual Meeting. If you have already voted your shares, your vote has been received by the Company’s inspector of elections and there is no need to vote again, unless you wish to revoke or change your vote.
Technical Difficulties
If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time,
you should contact technical support at
844-986-0822 (US) or
303-562-9302 (International).
NOTICE AND ACCESS
The SEC rules allow us to use a “Notice and Access” model to make our proxy statement and other Annual Meeting materials available to you. On April 4, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our common stockholders advising them that our proxy statement,
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| Additional Annual Meeting Information |
|
|||||||
2023 annual report to stockholders and voting instructions can be accessed via the Internet as of such date and will also provide a printed or emailed copy of our proxy materials to those stockholders who requested delivery by such methods. You may then access these materials and vote your shares via the Internet or by telephone or you may request that a printed copy of the proxy materials be sent to you. You will not receive a printed copy of the proxy materials unless you request one in the manner described in the Notice. Using the Notice allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials, while providing our stockholders with convenient access to the proxy materials via the Internet.
STOCKHOLDERS SHARING THE SAME ADDRESS
We have adopted a procedure, approved by the SEC, called “householding” whereby stockholders of record who have the same address and last name and receive hard copies of the annual report and proxy statement will receive only one set of materials per household. However, if any stockholder who agreed to householding wishes to receive a separate annual report or proxy statement, he or she may telephone toll-free 1-866-540-7095 or write to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Stockholders sharing an address who wish to receive a single set of reports may do so by contacting their bank or broker, if they are beneficial holders, or by contacting Broadridge at the address set forth above if they are record holders.
PROXY SOLICITATION
The solicitation of proxies for the Annual Meeting is being made by telephone, Internet and mail. Proxies may be solicited on behalf of the Company by its officers, directors or employees by telephone, in person or by other electronic means without additional compensation. We have retained Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, to assist with the solicitation of proxies for an estimated fee of $14,000 plus reimbursement of expenses. We will bear the cost of the solicitation of proxies and will reimburse brokerage firms and other record holders of shares beneficially owned by others for their reasonable expenses incurred in forwarding solicitation material to beneficial owners of shares.
Any holder of record of common stock may revoke his or her proxy at any time before it is voted by delivering a signed proxy or other written notice of revocation, which is dated later than the initially voted proxy, to the Corporate Secretary of Assurant. Any holder of record of shares of common stock present at the Annual Meeting may also withdraw his or her proxy and vote in person on each matter brought before the Annual Meeting. All shares of common stock represented by properly signed and returned proxies in the accompanying form or those submitted by Internet or telephone, unless revoked, will be voted in accordance with the instructions given thereon. A properly executed proxy without specific voting instructions will be voted as recommended by the Board: FOR each director nominee; and FOR Proposals Two and Three, each as described in this proxy statement.
Any stockholder whose shares are held through a broker, bank or other nominee (shares held in street name) will receive instructions from the broker, bank or other nominee that must be followed in order to have his or her shares voted.
SHAREHOLDERS ENTITLED TO VOTE
Only holders of record of common stock at the close of business on March 25, 2024, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof. As of the close of business on that date, 52,051,926 shares of our common stock were outstanding. Holders of common stock will each be entitled to one vote per share of common stock held on that date.
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98
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Additional Annual Meeting Information |
|
|||||||
QUORUM; REQUIRED VOTE
Votes cast in person or by proxy at the Annual Meeting will be tabulated by the inspector of elections appointed for the Annual Meeting. Pursuant to Assurant’s by-laws and the Delaware General Corporation Law (the “DGCL”), the presence of the holders of shares representing a majority of the outstanding shares of common stock entitled to vote at the Annual Meeting, whether in person or by proxy, is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Under the DGCL, abstentions and “broker non-votes” will be treated as present for purposes of determining the presence of a quorum.
The NYSE permits brokers to exercise discretionary voting authority on “routine” matters if the broker has not received specific voting instructions. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024 (Proposal Two) is the only matter to be voted on at the Annual Meeting as to which brokers will be permitted to vote uninstructed shares. Brokers who do not receive voting instructions from their clients with respect to the director nominations and other proposals will not be able to exercise discretion to vote on those director nominations and proposals and those shares will not be counted as voting for or against the matter or “entitled to vote” on the matter, and will, therefore, have no legal effect on the voting.
We urge stockholders to vote their shares by Internet, telephone or mail.
OTHER MATTERS
The Board knows of no matters to be brought before the Annual Meeting other than those listed in the attached Notice of 2024 Annual Meeting. If any other matter should properly come before the Annual Meeting, the persons named in the enclosed proxy will vote all proxies given to them in accordance with their best judgment on such matters.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| Stockholder Proposals |
|
|||||||
Stockholder Proposals and Director Nominations
To be considered for inclusion in our proxy materials pursuant to Rule 14a-8 under the Exchange Act for our 2025 annual meeting of stockholders, proposals of stockholders must be received by the Corporate Secretary in writing at Assurant, Inc., 260 Interstate North Circle SE Atlanta, GA 30339 and via email at corporatesecretary@assurant.com, no later than December 5, 2024 and must comply with the procedures of Rule 14a-8 under the Exchange Act.
Stockholders intending to present business at our 2025 annual meeting of stockholders, but not intending to have the proposal included in our proxy materials pursuant to Rule 14a-8 under the Exchange Act, must comply with the requirements set forth in our by-laws. To bring business before our 2025 annual meeting, a stockholder must submit written notice complying with the by-laws to the Corporate Secretary of Assurant not less than 90 days nor more than 120 days prior to the anniversary of the preceding year’s annual meeting. Therefore, we must receive notice of a stockholder proposal submitted other than pursuant to Rule 14a-8 no sooner than January 23, 2025 and no later than February 22, 2025.
Our Board has adopted proxy access, which permits a stockholder or a group of up to 20 stockholders holding 3% or more of our outstanding shares of common stock continuously for at least three years to nominate a number of directors constituting the greater of two directors or 20% of the number of directors on our Board, as set forth in our by-laws. If you wish to propose a nomination pursuant to our proxy access by-law provision, you must deliver a notice to Assurant containing certain information set forth in our by-laws, no earlier than 150 calendar days and no later than 120 calendar days prior to the anniversary of the date that we distributed our proxy statement for the preceding year’s annual meeting. For our 2025 annual meeting of stockholders, we must receive this notice between November 5, 2024 and December 5, 2024. Stockholders should send their notices to the Corporate Secretary at Assurant, Inc., 260 Interstate North Circle SE Atlanta, GA 30339 and via email at corporatesecretary@assurant.com.
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| APPENDIX A: Reconciliation of Non-GAAP Financial Measures |
|
|||||||
Appendix A: Reconciliation of Non-GAAP Financial Measures
Assurant uses the following non-GAAP financial measures in this proxy statement to analyze the Company’s operating performance. Assurant’s non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures. Because Assurant’s calculation of these measures may differ from similar measures used by other companies, investors should be careful when comparing Assurant’s non-GAAP financial measures to those of other companies.
Assurant uses net operating income, excluding reportable catastrophes (which represents individual catastrophic events that generate losses in excess of $5.0 million, pre-tax, net of reinsurance and client profit sharing adjustments and including reinstatement and other premiums), per diluted share as an important measure of the Company's stockholder value in this proxy statement. Net operating income equals GAAP net income (or net income from continuing operations), excluding net realized losses (gains) on investments and fair value changes to equity securities, non-core operations and restructuring costs related to strategic exit activities, as well as other highly variable or unusual items. Assurant defines this metric as net operating income, excluding reportable catastrophes (each as defined above), plus any dilutive preferred stock dividends, divided by the weighted average diluted shares outstanding. The Company believes this metric provides investors with an important measure of stockholder value because the excluded items do not represent the ongoing operations of the Company, and it excludes reportable catastrophes, which can be volatile. The comparable GAAP measure is net income (or net income from continuing operations) per diluted share, defined as net income (or net income from continuing operations) plus any dilutive preferred stock dividends less net income from non-controlling interests divided by the weighted average number of diluted shares outstanding.
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A-1
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| APPENDIX A: Reconciliation of Non-GAAP Financial Measures |
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| (UNAUDITED) | As Originally Reported Twelve Months Ended December 31, | 3-Year Cumulative | |||||||||||||||||||||
| Twelve Months Ended December 31, | |||||||||||||||||||||||
| ($ per share) | 2022 | 2021 | 2020 | ||||||||||||||||||||
| GAAP net income from continuing operations per diluted share | $5.05 | $10.03 | $6.99 | $22.07 | |||||||||||||||||||
| Adjustments, pre-tax: | |||||||||||||||||||||||
| Net realized losses (gains) on investments and fair value changes to equity securities | 3.28 | (2.14) | 0.28 | 1.42 | |||||||||||||||||||
| Global Preneed goodwill impairment | — | — | 2.18 | 2.18 | |||||||||||||||||||
| COVID-19 direct and incremental expenses | 0.08 | 0.17 | 0.43 | 0.68 | |||||||||||||||||||
| CARES Act tax benefit (after-tax) | — | — | (1.34) | (1.34) | |||||||||||||||||||
| Non-core operations | 1.45 | 0.23 | — | 1.68 | |||||||||||||||||||
| Restructuring costs | 0.97 | 0.22 | — | 1.19 | |||||||||||||||||||
| Net charge related to Iké | — | — | 0.09 | 0.09 | |||||||||||||||||||
| Loss on extinguishment of debt and other related costs | 0.02 | 0.34 | — | 0.36 | |||||||||||||||||||
| Other Adjustments: | |||||||||||||||||||||||
| Assurant Health runoff operations | 0.01 | (0.01) | (0.25) | (0.25) | |||||||||||||||||||
| Acquisition integration expenses | 0.27 | 0.29 | 0.35 | 0.91 | |||||||||||||||||||
| Foreign exchange related losses | 0.25 | 0.23 | 0.19 | 0.67 | |||||||||||||||||||
| Gain related to benefit plan activity | (0.33) | (0.27) | (0.25) | (0.85) | |||||||||||||||||||
| State tax for AEB sale (after-tax) | — | — | 0.05 | 0.05 | |||||||||||||||||||
| Net gain from deconsolidation of consolidated investment entities | — | — | (0.12) | (0.12) | |||||||||||||||||||
| Impact of Tax Cuts and Jobs Act at enactment (after-tax) | — | — | (0.02) | (0.02) | |||||||||||||||||||
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Merger and acquisition transaction and other related expenses
(1)
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0.25 | 0.07 | 0.11 | 0.43 | |||||||||||||||||||
| (Benefit) provision for income taxes | (1.18) | 0.22 | (0.06) | (1.02) | |||||||||||||||||||
| Total adjustments, after-tax | 5.07 | (0.65) | 1.64 | 6.06 | |||||||||||||||||||
| Reportable catastrophes, pre-tax | 3.14 | 2.59 | 2.75 | 8.48 | |||||||||||||||||||
| Tax impact of reportable catastrophes | (0.66) | (0.55) | (0.58) | (1.79) | |||||||||||||||||||
| Net operating income, excluding reportable catastrophes, per diluted share | $12.60 | $11.42 | $10.80 | $34.82 | |||||||||||||||||||
(1)
2020 includes amounts previously reported as "change in fair value of derivative investment and other expenses related to merger and acquisition activities", "amortization of deferred gains on disposal of businesses" and "current expected credit losses for businesses in runoff".
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A-2
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| APPENDIX A: Reconciliation of Non-GAAP Financial Measures |
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| (UNAUDITED) | Twelve Months Ended December 31, | 3-Year Cumulative | |||||||||||||||||||||
| ($ per share) | 2023 | 2022 | 2021 | ||||||||||||||||||||
| GAAP net income from continuing operations per diluted share | $11.95 | $5.05 | $10.03 | $27.03 | |||||||||||||||||||
| Adjustments, pre-tax: | |||||||||||||||||||||||
| Net realized losses (gains) on investments and fair value changes to equity securities | 1.28 | 3.28 | (2.14) | 2.42 | |||||||||||||||||||
| COVID-19 direct and incremental expenses | — | 0.08 | 0.17 | 0.25 | |||||||||||||||||||
| Non-core operations | 0.94 | 1.45 | 0.23 | 2.62 | |||||||||||||||||||
| Restructuring costs | 0.64 | 0.97 | 0.22 | 1.83 | |||||||||||||||||||
| Loss on extinguishment of debt and other related costs | — | 0.02 | 0.34 | 0.36 | |||||||||||||||||||
| Other Adjustments: | |||||||||||||||||||||||
| Assurant Health runoff operations | (0.13) | 0.01 | (0.01) | (0.13) | |||||||||||||||||||
| Acquisition integration expenses | 0.01 | 0.27 | 0.29 | 0.57 | |||||||||||||||||||
| Foreign exchange related losses | 0.58 | 0.25 | 0.23 | 1.06 | |||||||||||||||||||
| Gain related to benefit plan activity | (0.45) | (0.33) | (0.27) | (1.05) | |||||||||||||||||||
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Merger and acquisition transaction and other related expenses
(1)
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0.02 | 0.25 | 0.07 | 0.34 | |||||||||||||||||||
| (Benefit) provision for income taxes | (0.50) | (1.18) | 0.22 | (1.46) | |||||||||||||||||||
| Total adjustments, after-tax | 2.39 | 5.07 | (0.65) | 6.81 | |||||||||||||||||||
| Reportable catastrophes, pre-tax | 2.08 | 3.14 | 2.59 | 7.81 | |||||||||||||||||||
| Tax impact of reportable catastrophes | (0.44) | (0.66) | (0.55) | (1.65) | |||||||||||||||||||
| Net operating income, excluding reportable catastrophes, per diluted share | $15.98 | $12.60 | $11.42 | $40.00 | |||||||||||||||||||
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A-3
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| APPENDIX A: Reconciliation of Non-GAAP Financial Measures |
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Assurant uses Adjusted EBITDA, excluding reportable catastrophes, as an important measure of the Company’s performance. Assurant defines Adjusted EBITDA, excluding reportable catastrophes, as net income (or net income from continuing operations), excluding net realized losses (gains) on investments and fair value changes to equity securities, non-core operations, interest expense, provision (benefit) for income taxes, depreciation expense, amortization of purchased intangible assets, restructuring costs related to strategic exit activities, as well as other highly variable or unusual items. The Company believes this metric provides investors with an important measure of the Company's operating performance because it excludes items that do not represent the ongoing operations of the Company, and therefore (i) enhances management’s and investors’ ability to analyze the ongoing operations of its businesses and (ii) facilitates comparisons of its operating performance over multiple periods, including because the amortization expense associated with purchased intangible assets may fluctuate from period to period based on the timing, size, nature and number of acquisitions. It also excludes reportable catastrophes (defined above), which can be volatile. Although the Company excludes amortization of purchased intangible assets from Adjusted EBITDA, revenue generated from such intangible assets is included within the revenue in determining Adjusted EBITDA. The comparable GAAP measure is net income (or net income from continuing operations).
| (UNAUDITED) |
Twelve Months Ended
December 31, |
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| 2023 | |||||
| GAAP net income | $642.5 | ||||
| Less: | |||||
| Interest expense | 108.0 | ||||
| Provision for income taxes | 164.3 | ||||
| Depreciation expense | 109.3 | ||||
| Amortization of purchased intangible assets | 77.9 | ||||
| Adjustments, pre-tax: | |||||
| Net realized losses on investments and fair value changes to equity securities | 68.7 | ||||
| Gain on extinguishment of debt | (0.1) | ||||
| Non-core operations | 50.4 | ||||
| Restructuring costs | 34.3 | ||||
| Other Adjustments: | |||||
| Assurant Health runoff operations | (6.9) | ||||
| Acquisition integration expenses | 0.5 | ||||
| Foreign exchange related losses | 31.3 | ||||
| Gain related to benefit plan activity | (24.0) | ||||
| Merger and acquisition transaction and other related expenses | 1.3 | ||||
| Total other adjustments | 2.2 | ||||
| Reportable catastrophes | 111.8 | ||||
| Adjusted EBITDA, excluding reportable catastrophes | $1,369.3 | ||||
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A-4
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| APPENDIX A: Reconciliation of Non-GAAP Financial Measures |
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Assurant uses Adjusted earnings, excluding reportable catastrophes, per diluted share as an important measure of the Company’s stockholder value. Assurant defines Adjusted earnings per diluted share as net income (or net income from continuing operations), excluding net realized losses (gains) on investments and fair value changes to equity securities, amortization of purchased intangible assets, non-core operations, restructuring costs related to strategic exit activities, as well as other highly variable or unusual items, plus any dilutive preferred stock dividends, divided by the weighted average diluted shares outstanding. The Company believes this metric provides investors with an important measure of stockholder value because it excludes items that do not represent the ongoing operations of the Company, and therefore (i) enhances management's and investors' ability to analyze the ongoing operations of its businesses and (ii) facilitates comparisons of its operating performance over multiple periods, including because the amortization expense associated with purchased intangible assets may fluctuate from period to period based on the timing, size, nature and number of acquisitions. It also excludes reportable catastrophes (defined above), which can be volatile. Although the Company excludes amortization of purchased intangible assets from Adjusted earnings, revenue generated from such intangible assets is included within the revenue in determining Adjusted earnings. The comparable GAAP measure is net income (or net income from continuing operations) per diluted share (defined above).
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A-5
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
| APPENDIX A: Reconciliation of Non-GAAP Financial Measures |
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| (UNAUDITED) |
Twelve Months Ended
December 31, |
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| 2023 | 2022 | 2021 | 2020 | ||||||||||||||||||||
| GAAP net income from continuing operations, per diluted share | $11.95 | $5.05 | $10.03 | $8.21 | |||||||||||||||||||
| Adjustments, pre-tax: | |||||||||||||||||||||||
| Net realized losses (gains) on investments and fair value changes to equity securities | 1.28 | 3.28 | (2.14) | 0.14 | |||||||||||||||||||
| Amortization of purchased intangible assets | 1.45 | 1.27 | 1.10 | 0.83 | |||||||||||||||||||
| COVID-19 direct and incremental expenses | — | 0.08 | 0.17 | 0.42 | |||||||||||||||||||
| CARES Act tax benefit (after-tax) | — | — | — | (1.34) | |||||||||||||||||||
| Loss on extinguishment of debt | — | 0.02 | 0.34 | — | |||||||||||||||||||
| Non-core operations | 0.94 | 1.45 | 0.23 | (0.12) | |||||||||||||||||||
| Restructuring costs | 0.64 | 0.97 | 0.22 | — | |||||||||||||||||||
| Other Adjustments: | |||||||||||||||||||||||
| Assurant Health runoff operations | (0.13) | 0.01 | (0.01) | (0.25) | |||||||||||||||||||
| Net charge related to Iké | — | — | — | 0.09 | |||||||||||||||||||
| Acquisition integration expenses | 0.01 | 0.27 | 0.29 | 0.35 | |||||||||||||||||||
| Foreign exchange related losses | 0.58 | 0.25 | 0.23 | 0.18 | |||||||||||||||||||
| Gain related to benefit plan activity | (0.45) | (0.33) | (0.27) | (0.25) | |||||||||||||||||||
| State tax for AEB sale (after-tax) | — | — | — | 0.05 | |||||||||||||||||||
| Net gain from deconsolidation of consolidated investment entities | — | — | — | (0.11) | |||||||||||||||||||
| Impact of Tax Cuts and Jobs Act at enactment (after-tax) | — | — | — | (0.02) | |||||||||||||||||||
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Merger and acquisition transaction and other related expenses
(1)
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0.02 | 0.25 | 0.07 | 0.27 | |||||||||||||||||||
| Benefit for income taxes | (0.80) | (1.44) | (0.02) | (0.19) | |||||||||||||||||||
| Total adjustments, after-tax | 3.54 | 6.08 | 0.21 | 0.05 | |||||||||||||||||||
| Reportable catastrophes, pre-tax | 2.08 | 3.14 | 2.59 | 2.83 | |||||||||||||||||||
| Tax impact of reportable catastrophes | (0.44) | (0.66) | (0.55) | (0.60) | |||||||||||||||||||
| Adjusted earnings, excluding reportable catastrophes, per diluted share | $17.13 | $13.61 | $12.28 | $10.49 | |||||||||||||||||||
(1)
2020 includes amounts previously reported as "change in fair value of derivative investment and other expenses related to merger and acquisition activities", "amortization of deferred gains on disposal of businesses" and "current expected credit losses for businesses in runoff".
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A-6
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Notice of 2024 Annual Meeting of Stockholders and Proxy Statement | ||||
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VOTE BY INTERNET
Before The Meeting
-
Go to
www.proxyvote.com or scan QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 22, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 20, 2024 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
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ASSURANT, INC.
260 Interstate North Circle SE
Atlanta, GA 30339
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During The Meeting
- Go to
www.virtualshareholdermeeting.com/AIZ2024
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| You may attend the meeting via the Internet and vote during the meeting. Have available the information that is printed in the box marked by the arrow and follow the instructions. | ||||||||
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ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs as well as the environmental impact of mailing proxy materials, we encourage you to consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
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VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 22, 2024 for shares held directly and by 11:59 p.m. Eastern Time on May 20, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
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VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | ||||||||
| KEEP THIS PORTION FOR YOUR RECORDS | ||||||||
| DETACH AND RETURN THIS PORTION ONLY | ||||||||
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| Assurant, Inc. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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The Board of Directors recommends you to vote FOR the following:
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| 1. | Election of Directors: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Board of Directors recommends you vote FOR proposals 2 and 3. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nominees | For | Against | Abstain | For | Against | Abstain | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1a. | Elaine D. Rosen | o | o | o | 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as Assurant’s independent registered public accounting firm for 2024. | o | o | o | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1b. | Paget L. Alves | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1c. | Rajiv Basu | o | o | o | 3. | Advisory approval of the 2023 compensation of the Company’s named executive officers. | o | o | o | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1d. | J. Braxton Carter | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1e. | Keith W. Demmings | o | o | o |
NOTE:
Such other business as may properly come before the meeting or any adjournment thereof.
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| 1f. | Harriet Edelman | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1g. | Sari Granat | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1h. | Lawrence V. Jackson | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1i. | Debra J. Perry | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1j. | Ognjen (Ogi) Redzic | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 1k. | Paul J. Reilly | o | o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Yes | No | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Please indicate if you plan to attend this meeting.
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o | o | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Signature (PLEASE SIGN WITHIN BOX) | Signature (Joint Owners) | Date | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: | ||||||||
| The 2024 Notice and Proxy Statement and 2023 Annual Report are available at www.proxyvote.com. | ||||||||
| E60628-P17817 | ||||||||
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ASSURANT, INC.
Annual Meeting of Stockholders May 23, 2024 8:00 AM ET This proxy is solicited by the Board of Directors |
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The stockholders hereby appoint Jay Rosenblum and Mariana Wisk, and each of them acting individually, as proxies, each with the power to appoint his or her substitute, and hereby authorize them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of ASSURANT, INC. that the stockholders are entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m. Eastern Time on May 23, 2024, virtually at
www.virtualshareholdermeeting.com/AIZ2024
, and any such adjournment or postponement thereof.
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| This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted FOR each director nominee, and FOR Proposals Two and Three, and in the discretion of the proxies on any other matter that may properly come before the Annual Meeting. | ||||||||||||||||||||
| Continued and to be signed on reverse side | ||||||||||||||||||||
TABLE OF CONTENTS
PROPOSALS REQUIRING YOUR VOTEPROPOSAL ONEELECTION OF DIRECTORSPROPOSAL TWORATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPROPOSAL THREEADVISORY VOTE ON EXECUTIVE COMPENSATION FOR 2023EXECUTIVE OFFICERSCORPORATE GOVERNANCEOverviewCorporate Governance Guidelines and Code of EthicsBoard and Committee Leadership and CompositionDirector Refreshment, Recruitment, Nomination and QualificationsDirector IndependenceBoard and Committee EvaluationsDirector Orientation and Continuing EducationManagement Succession PlanningBoard Role in Risk OversightBoard and Committee Meetings and Executive SessionsNominating and Corporate Governance CommitteeAudit CommitteeCompensation and Talent CommitteeCompensation and Talent Committee Interlocks and Insider ParticipationFinance and Risk CommitteeInformation Technology CommitteeCommunicating with the Independent Chair, the Board of Directors and The Audit CommitteeSustainabilityPolitical Activities Policy StatementCOMPENSATION DISCUSSION AND ANALYSISExecutive SummaryWhat Guides Our Program2023 Executive Compensation ProgramOur Executive Compensation Practices, Policies GuidelinesOther Elements of CompensationCOMPENSATION AND TALENT COMMITTEE REPORTEXECUTIVE COMPENSATIONSummary Compensation Table