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
 
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant tounder § 240.14a-12
Assurant, Inc.
(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)



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PROXY STATEMENT
2024




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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2018 PROXY STATEMENT
AND NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS
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April 4, 2024


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March 27, 2018.
Dear Fellow Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of Assurant, Inc. The meeting will be held on May 10, 2018 at 9:00 a.m. at the Millenium Hilton, 55 Church Street, New York, New York 10007. We hope you attend the Annual Meeting but, whether or not you plan to attend, we encourage you to complete your proxy card or broker instruction form instructing the proxies how to vote your shares..
At last year’s annual meeting of stockholders, our advisory “say on pay” proposal received approval of approximately 95% of the vote. We attribute this support to the alignment of our compensation programs with the interests of our stockholders. In 2017,2023, we continued our regular investor outreachjourney 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 20th 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 hearspeak with 40% of our investor’s thoughts aboutshareholders, 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 corporate governance issues.advancements in our sustainability efforts related to talent, products and climate. We look forward to continuing this important dialogue with our investors in 2018.2024.
As a member.
We invite you to attend the Annual Meeting of the BoardStockholders of Directors, I am pleasedAssurant, Inc. to report to you that our well-qualified and diverse group of directors brings a balanced mix of executive leadership, industry, boardroom, financial and operating experience to Assurant. Our highly experienced directors provide critical insightsbe held virtually on important issues facing our business today, always with a focus on maximizing stockholder value and adhering to Assurant’s bedrock principles concerning ethics, compliance and respect for every employee in the Company.
May 23, 2024, at 8:00 a.m. Eastern Time. At the Annual Meeting, stockholders are beingyou will be asked to elect directors; ratify the appointment of the Company’s auditors;independent registered public accounting firm; and cast an advisory say-on-pay vote approving the compensation of the Company’s named executive officers for 2017.
We ask that2023. Whether or not you please give these materialsplan to attend the Annual Meeting, we encourage you to vote and submit your prompt attention. Your vote is important.
On behalfproxy in advance of the Boardmeeting by using one of Directors, I thankthe methods described herein.
Thank you for your continued interestconfidence and support.

Sincerely,
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Sincerely,
keith sig.jpg
alanbcolbergsignature.jpgElaine D. Rosen
Non-Executive Chair of the Board
Assurant, Inc.
Alan B. Colberg
Keith W. Demmings
President, Chief Executive Officer and Director
Assurant, Inc.


Assurant, Inc.
28 Liberty Street
41st Floor
New York, New York 10005
__________________


NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
       i                                                             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
DATE AND TIME:May 10, 2018, 9:00 a.m.
LOCATION:Millenium Hilton, 55 Church Street, New York, New York 10007
PURPOSE OF THE
MEETING:

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•To elect each of oureleven directors standing for re-electionnamed in the accompanying proxy statement to our Board of Directors to serve until the 20192025 Annual Meeting of Stockholders;
•To ratify the appointment of PricewaterhouseCoopers LLP as Assurant’s Independent Registered Public Accounting Firmindependent registered public accounting firm for the year ending December 31, 2018;
2024;
•To cast an advisory say-on-pay vote approving the compensation of the Company’s named executive officers for 2017;2023; and
•To transact such other business as may properly come before the meetingAnnual Meeting or any adjournmentadjournments or postponements thereof.
RECORD DATE:
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StockholdersHolders of record of the Company’s common stock at the close of business on March 16, 201825, 2024 are entitled to receive this notice and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting.
A list of those stockholders will be available for inspection at the offices of Assurant beginning at least ten days before the Annual Meeting.
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PROXY VOTING:
Whether or not you plan to attend the Annual Meeting, we hope that you will read this proxy statement and submit your vote by telephone, 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.proxy.vote.comwww.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up untilinformation. Vote by 11:59 P.M.p.m. Eastern Time on May 9, 2018.22, 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 sitewebsite and follow the instructions to obtain your records and to create an electronic voting instruction form.
VOTE BY PHONE – 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 9, 2018. Have your proxy card in hand when you call and then follow the instructions.
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, NYNew 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.


       ii                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement



Notice of 2024 Annual Meeting of Stockholders
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Pursuant toWe are relying on the “Notice and Access” rule of the U.S. Securities and Exchange Commission (the “SEC”), stockholders may choose that permits companies to access ourprovide proxy materials to their stockholders via the Internet, or mayunless 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 or about March 27, 2018,April 4, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders informing them that our proxy statement, 20172023 annual report to stockholders and voting instructions are available on the Internet as of such date.date and will provide a printed or emailed copy of our proxy materials to those stockholders who requested delivery by such methods.
If you plan to attend the Annual Meeting, please notify the Chief Legal Officer and Secretary at Assurant, Inc., 28 Liberty Street, 41st Floor, New York, New York 10005, so that we can make appropriate arrangements. Please bring a government-issued photo identification and, if you hold your shares through a bank, broker or other nominee, a legal proxy, which will allow you to attend the Annual Meeting and vote in person. In addition, if you are representing an organization that is a stockholder, you must bring evidence of your authority to represent that organization at the Annual Meeting.
Thank you for your interest in and consideration of the proposals listed above.

By Order of the Board of Directors,
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Carey S. Roberts
Executive Vice President
Chief Legal Officer and Secretary
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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, INTERNET OR MAIL AS EXPLAINED ABOVE.












       iii                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement


Table of Contents
Summary Information
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SUMMARY INFORMATIONSummary 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 20172023 annual report to stockholders.
blueblock2a03.jpgMATTERS TO BE VOTED ON
ProposalsBoard RecommendationPage    Page    
Election of 1211 Director NomineesFORFOR113
Ratification of Appointment of PricewaterhouseCoopers LLP as Assurant’s Independent Registered Public Accounting Firm for 20182024FORFOR2511
Advisory Approval of 20172023 Compensation of Named Executive OfficersFORFOR26
12
BUSINESSImage24.jpg2023 HIGHLIGHTS
Overview.
Assurant, Inc. (the "Company"(“Assurant” or the “Company”) is a leading global providerbusiness services company that supports, protects and connects major consumer purchases. Assurant supports the advancement of risk managementthe connected world by partnering with the world’s leading brands to develop innovative solutions in the housing and lifestyle markets, protecting where people live and the goods they buy.to deliver an enhanced customer experience. Assurant operates in North America, Latin America, Europe and Asia Pacific through threetwo operating segments: Global Housing, Global Lifestyle and Global Preneed.
Transformation. In 2017,Assurant completed the execution of its multi-year transformation which included refocusing itsHousing. With our portfolio of market-leading service-oriented businesses, we strive for outperformance through sustained profitable growth and realigningstrategic 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 global operating model. Overall, considerable progress was made advancingsocially responsible company for our position as a leading providerstakeholders. 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 risk management solutions in the Housingour real estate portfolio and Lifestyle markets.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 October 2017,November 2023, we announcedrealigned our agreementexecutive team to acquiresupport our global growth strategy by appointing Keith Meier as Chief Financial Officer and Francesca Luthi as Chief Operating Officer. The Warranty Group,appointments represented our ability to deploy our deep bench of talent and evolve from a premier providerposition of extended service contracts,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 $2.5 billionacquisitions or received from TPG Capital. In January 2018, we amended the transaction structure. The proposed acquisition will help enhance our position as a leading lifestyle provider with significant operating synergiesdispositions) and is expected to deepen our footprint in the U.S., specifically within the vehicle protection business, and in key international markets through various product offerings. The transaction is expected to close in the second quarter of 2018, subject to the receipt of regulatory approvals and other customary closing conditions. Integration planning between both companies has been ongoing and will continue until the transaction closes.
We also continue to manage our capital prudently. In the fourth quarter, the Company fulfilled its two-year commitment to return $1.5 billion to shareholders by the end of 2017. The goal was intended to return the proceeds from the 2016 sale of our Assurant Employee Benefits business and dividends from the completion of the runoff of our Assurant Health businessreturned $352.3 million to shareholders through share repurchases and common stock dividends.
In addition, the Company continues to focus on expense management through the refinementFebruary 2023, we issued $175.0 million of the global organizational structure for its business operations and key support functions. We have identified savings opportunities to fund technology enhancements that support our businesses.
In summary, we believe 2017 was a pivotal year in strengthening the Company for the future and sets us up well for long-term profitable growth.



6.10% senior notes
Table of Contents
Summary Information

       iv                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

2017
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.

Financial Highlights1
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Total2023 net earned premiums, fees and other income from the Global Housing and Global Lifestyle and Global Preneed segments totaled $5.75of $10.70 billion
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Fees and other2023 net income from the Global Housing, Global Lifestyle and Global Preneed segments were $1.35 billion
lNet Income of $519.6$642.5 million, and Net Operating Income,Adjusted EBITDA, excluding reportable catastrophe losses,catastrophes, of $412.5 million$1.37 billion
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Net Income
2023 net income per diluted share of $9.39$11.95, Adjusted earnings, excluding reportable catastrophes, per diluted share of $17.13 and Net Operating Incomenet operating income per diluted share (“NOI EPS”), excluding reportable catastrophe losses,catastrophes, of $7.46$15.98
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12.4% GAAP return on equity2020-2022 cumulative net income from continuing operations per diluted share of $22.07 and 10.4% operating return on equity,NOI EPS, excluding AOCI and reportable catastrophe lossescatastrophes, of $34.82
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Total stockholder return was 11.0%37.52% in 20232
1Certain 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. Seedividends 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, 2017.2023 (the “2023 Form 10-K”).
Strong Balance Sheet and Disciplined Capital Management
In 2017,2023, Assurant:
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Returned approximately $510$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 $389.5$200.0 million
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Increased the quarterly common stock dividend in November by approximately 5.6%3% to $0.56$0.72 per share
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Invested approximately $141Refinanced $175.0 million in acquisitionsof debt and minority investmentsrepaid $50.0 million of debt at maturity
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Ended 2017the year with $540$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%
       v                                                             Notice of 2024 Annual Meeting of Stockholders and $290 million of deployable capitalProxy Statement

Summary Information
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Image54.jpgCORPORATE GOVERNANCE HIGHLIGHTS
Assurant is committed to strong corporate governance practices. Highlights of the Company’s Board of Directors and corporate governance practices include:
Board of Directors
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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
Data for Director 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
       vi                                                             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 DE&I 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
For additional information about our commitment to sustainability, please see “Sustainability” beginning on page 41.

Image54.jpgCOMPENSATION HIGHLIGHTS
Assurant’s executive compensation programs are aligneddesigned 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 strategicstock price performance and financial objectives. As explained in detail below, a large portion of the Company’s executive compensation is tied to the Company’s financial performance and stock price performance. Highlights of the Company’s 2017 executive compensation programs include:
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%).
Continuing Pay for Performance Commitment
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SignificantA significant portion of executive short- and long-term executive compensation is directly tied to the Company’s overall performance and toprofitable growth; in 2023, 89% of the growthCEO’s and 77% of businesses targeted for profitable growth long-termthe NEOs’ average target compensation was variable
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Above-target compensation paid if the Company delivers above-target performance
lFor executive officers in 2017, theThe performance stock unit (“PSU”) component of the Company’s long-term incentive award represented 75% of their long-termthe overall incentive compensation opportunity for NEOs and the restricted stock unit (“RSU”) component represented 25% of this opportunity
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PSUs were granted in 2017 on the basis ofMaximum payout under the Company’s performance with regard to two metrics over a three year performance period: (i) total stockholder return (TSR) relative to the S&P 500 Index and (ii) Net Operating Income per diluted share, excluding reportable catastrophe losses
Stringent Executive Compensation Governance
lMaximum payout caps for annual incentive compensation; limited tocompensation plans is capped at 200% of each NEO’sexecutive officer’s target opportunity
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No dividend equivalents on unvested PSUsThere is no payout under the Company’s incentive compensation plans if performance does not meet a minimum performance level
lRobust stock ownership guidelines for executive officers and directors
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       viiClawback                                                             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 applicableand recoupment provisions apply to current and former executive officers in the event of financial statement restatement and specified personal misconduct
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NEOWe 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 ofin control agreements arecontain a “double trigger” and do not provide forno excise tax gross-ups


Equity Plan Features
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Summary Information

Shareholder Approval of New Equity Plan
lNew equity plan approved by shareholders in May 2017 eliminatesNo single trigger change ofin control vesting
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No discounted stock options or stock appreciation rights ("SARs")
lContains a prohibition on stock option and SAR repricing
lNo tax gross-ups
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No liberal share recycling on stock options and SARs
lAwards are subject to both minimum vesting requirements and the Company's claw backCompany’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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In 2017, we again received strongStrong support for our executive compensation programs with approximately 95%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
CORPORATE GOVERNANCE HIGHLIGHTS
Assurant is committed to strong corporate governance practices. Certain highlights include:
üIndependent Board ChairüAppropriate mix of director diversity and tenure; added two new female directors in 2017
ü       viii                                                             Notice of 2024 Annual electionMeeting of all directorsüRegular outreach to investors
üProactive adoption of proxy accessüClawback policy
üMajority voting standard for uncontested director electionsüNo stockholder rights plan
üNo supermajority voting provisionsüOfficersStockholders and directors prohibited from hedging and pledging Company securities
üAnnual Board and committee self-evaluationsüPolicy against corporate independent political expenditures
ü100% independent Board committeesüWill add two new directors in 2018 upon the closing of the The Warranty Group acquisitionProxy Statement


Table of Contents
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Table of Contents



11
3
11
ELECTION OF DIRECTORS
3
11
11
25
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
11
25
12
26
ADVISORY VOTE ON EXECUTIVE COMPENSATION FOR 20162023
12
26
13
27
15
29
29
30
31
32
34
35
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Board and Committee Meetings and Executive Sessions
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37
38
39
40
40
Communicating with the Independent Chair, the Board of Directors and The Audit Committee
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41
45
16
COMPENSATION DISCUSSION AND ANALYSIS
17
46
17
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Part II.   Elements of 49
52
20
61
Part III.  The Compensation Committee’s Decision-Making Process63
28
Part IV.  Governance Features of Executive Compensation
30
Part V.   Benefits
32
64
34
65
34
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       ix                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Table of Contents
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37
67
38
Outstanding Equity Awards Tableat Fiscal Year End
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68
41
70
42
71
73
42
The Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table
46
74
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Potential Payments Upon Termination or Change ofin Control Table
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50
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80
80
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85
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Review, Approval or Ratificationand Monitoring of Transactions with Related Persons
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General91
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Director Independence
60
Board Leadership Structure and Role in Risk Oversight
61
Board and Committee Meetings and Attendance
62
Nominating and Corporate Governance Committee
62
Audit Committee
63

i

Compensation Committee
64
Finance and Risk Committee
64
Compensation Committee Interlocks and Insider Participation
64
Communicating with the Presiding Director and the Board of Directors
65
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AUDIT COMMITTEE MATTERS
67
92
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70
ANNUAL REPORT AND FORM 10-K
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96
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71
100
A-1
A-1


       x                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement
ii

Proposals Requiring Your Vote - Proposal One
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Proposals Requiring Your Vote

ASSURANT, INC.
28 Liberty Street
41st Floor
New York, New York 10005
PROXY STATEMENT
ANNUAL MEETINGImage71.jpgPROPOSAL ONE - ELECTION OF STOCKHOLDERS
To Be Held May 10, 2018
This proxy statement is furnished to stockholders of Assurant, Inc. (“Assurant” or the “Company”) in connection with the solicitation by the Board of Directors of Assurant (the “Board”) of proxies to be voted at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Millenium Hilton, 55 Church Street, New York, New York 10007 on May 10, 2018 at 9:00 a.m., or at any adjournment or postponement thereof.
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 or about March 27, 2018, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain of our stockholders advising them that our proxy statement, 2017 annual report to stockholders and voting instructions can be accessed via the Internet upon the commencement of such mailing. 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.DIRECTORS
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 for 2018 or in the future, he or she may telephone toll-free 1-866-540-7095 or write to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Stockholders sharing an address who wish to receive a single set of reports may do so by contacting their banks or brokers, if they are beneficial holders, or by contacting Broadridge at the address set forth above if they are record holders.
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,11 directors or employees by telephone, in person or by other electronic means without additional compensation. We have retained Morrow Sodali LLC, 470 West Ave., Stamford, Connecticut 06902, to assist with the solicitation of proxies for an estimated fee of $12,000 plus reimbursement of expenses. We will bear the cost of the solicitation of proxies, including postage, printing and handling, 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 stockholder of record 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 initially voted proxy to the Corporate Secretary of Assurant. Any record holder of shares 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 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 nominee that must be followed in order to have his or her shares voted. Such stockholders wishing to vote in person at the meeting must obtain a legal proxy from their broker, bank or other nominee and bring it to the meeting.

Only stockholders of record at the close of business on March 16, 2018, 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, 52,542,347 shares of our common stock, par value $0.01 per share (the

“Common Stock”), were outstanding. Stockholders will each be entitled to one vote per share of Common Stock held.
Votes cast in person or by proxy at the Annual Meeting will be tabulated by the inspector of elections appointed for the 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. Broker non-votes are proxies from brokers or nominees as to which such persons have not received instructions from the beneficial owners or other persons entitled to vote with respect to a matter on which the brokers or nominees do not have the discretionary power to vote.
For Proposal One, to be elected as a director, a nominee must receive the support of a majority of the votes cast, meaning that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election. Any incumbent director who is not elected by a majority of the votes cast must promptly tender his or her resignation. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) will consider the matter, taking into account all relevant factors, and recommend to the Board whether to accept or reject the tendered resignation or to take other action. The Board, excluding the director in question, will act on the Nominating Committee’s recommendation and publicly disclose its decision and the rationale within 90 days following the date of the certification of the election results. Under our by-laws, the approval of Proposals Two and Three requires the affirmative vote of a majority of the stock held by persons who are present or represented by proxy at the Annual Meeting and entitled to vote.
For purposes of the election of directors under Proposal One, an abstention will not affect whether the number of “for” votes exceeds the number of “against” votes, and accordingly will not affect whether the director is elected. For purposes of determining approval of the other Proposals, abstentions will have the same effect as an “against” vote.
Under Rule 452 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018 (Proposal Two) is a routine matter as to which brokers will be permitted to vote uninstructed shares. Nevertheless, under NYSE Rule 452, brokers who do not receive voting instructions from their clients with respect to the other Proposals will not exercise discretion to vote on those proposals. If a broker or other record holder of shares returns a proxy card indicating it does not have discretionary authority to vote as to a particular matter (thus, a “broker non-vote”), 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 for which the broker non-vote is indicated.
We urge stockholders to vote their shares by Internet, telephone or mail.

Table of Contents
Proposal One


PROPOSALS REQUIRING YOUR VOTE
PROPOSAL ONE
ELECTION OF DIRECTORS
We have twelve directors, all of whom have been nominated for re-electionelection to serve until the 20192025 Annual Meeting or until their respective successors arehave been elected and have 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, directorother board positions held during at least the last five yearsyears and the particular experience qualifications, attributes orand 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 skills, experience and qualificationsskills we believe are important for directorsour Board to possess and which are highlighted belowhave include:
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Corporate Governance/Public Company.   DirectorsGovernance & Sustainability.  Experience with corporate governance, experience supportincluding with public company boards, or with sustainability initiatives, including diversity, equity and inclusion, supports our goals of strong Board and management accountability, transparency, and protection oflong-term stockholder interests.value through a sustainable model.
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Finance, Accounting or Financial Reporting.   Our Board values directors with an understanding ofCapital and Investments. Knowledge and experience in finance, accounting and financial reporting, processesas well as financial markets, capital management and accounting practices, given the importance of accurateinvestments, helps our directors oversee our financial position, financial reporting and strong financial controls.internal controls, as well as financing activities, capital structure and investment strategy.
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Financial Services/Insurance Industry.Industry Experience. Directors with financialrelevant industry experience, including insurance, business services or insurance industry experienceand 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 strategy.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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International.   Our Company is a global organization. Directors with broad international exposure and experience provide useful business, strategic and cultural perspectives.
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Risk Management.   Directors Experience with risk management experience areand 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.
       11                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

seniorleadershipa01.jpg
Proposals Requiring Your Vote - Proposal One
Senior Leadership.   Directors who have served in relevant senior leadership positions bring a unique experience and perspective. We seek directors who have demonstrated expertise in operations, strategy and talent management.Assurant logo white with blue BG (1).jpg

The following persons have been nominated to serve as directors of Assurant until the 20192025 Annual Meeting:

Elaine D. Rosen
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Non-Executive Chair 
of the Board:   Board
.
Since November 2010

Director: 
Director
.
Since February 2009

Age:   65
Age
.
71


Board Committees:   CompensationCommittees
.
Other Public Company Boards:   Kforce, Inc. (Since 2003)
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Ms. Rosen served as Executive Vice President of UNUM/Provident Corporation from 1999 to 2001 and as President of UNUM Life Insurance Company of America from 1997 to 1999 after serving in various positions at the company since 1975. Ms. Rosen currently chairs the Board of Trustees of The Kresge Foundation and serves on the Board of Directors of Preble Street, a collaborative for the homeless and low income community in Portland, Maine. She also serves as a founding trustee and a member of the Executive Committee of the Foundation for Maine’s Community Colleges.
Table of Contents
Proposal One


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Ms. Rosen has significant public company and corporate governance experience, including chairing the Compensation Committee at Kforce and serving on its Nomination Committee and its Corporate Governance Committee. Ms. Rosen previously chaired Assurant’s Nominating and Corporate Governance Committee.(Chair)


Other Public Company Boards
.
Kforce Inc. (since 2003), serving as current Lead Independent Director, Corporate Governance Committee Chair and Compensation Committee Member
Elaine D. Rosen
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Ms. Rosen has held senior
KEY EXPERIENCE AND QUALIFICATIONS

•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.

•Finance, Capital and Investments: Extensive financial experience as an executive roles at Unum Life Insurance Companyof a Fortune 100 company and has substantialsignificant experience serving as a speaker on financial knowledge.
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Ms. Rosen has extensive managementtopics. Oversight responsibility of the financial functions of an insurance company, including service as divisional CFO. Experience on investment committees of educational and operationalphilanthropic institutions.

•Industry Experience: Over 25 years of experience in the insurance industry. She also holds

•Global: Served as a Chartered Life Underwriter designation.
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.

•Leadership: Significant expertise leading a Fortune 100 insurance company and public and private company boards. Seasoned expert and frequent speaker on leadership.

Ms. Rosen has extensive experience as a senior executive
PROFESSIONAL EXPERIENCE
.
•Executive Vice President, UNUM/Provident Corporation (1999-2001)
•President, UNUM Life Insurance Company of America (1997-1999)
•Various positions at Unum, as theUNUM (1975-1997)


OTHER EXPERIENCE

•Board Chair, Preble Street
•Founding Trustee, Governance Chair and Executive Committee Member, Foundation for Maine’s Community Colleges
•Investment Committee Member, University of our New England
•Board and as the chair of a major philanthropic foundation.Chair, The Kresge Foundation (2004-2022)






       12                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Howard L. Carver
Proposals Requiring Your Vote - Proposal One
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Director
.
Since November 2019


Age
.
69


Board Committees
.
Nominating and Corporate Governance, Finance and Risk


Other Public Company Boards
.
 
Director:   Since March 2002
Age:   73
Board Committees:Yum! Brands, Inc. (since 2016), serving as current Audit Committee Chair; Synchrony Financial (since 2015), serving on Audit, Nominating and Corporate Governance, (Chair)and Technology Committees; and International Game Technology PLC (2010-2020)
Paget L. Alves

KEY EXPERIENCE AND QUALIFICATIONS

•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.

•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.

•Industry Experience: Deep understanding of mobile phone business, including sales, marketing, and operations.

•Global: Extensive experience serving as director of large, international publicly traded companies.

•Risk Management: Deep understanding of and experience with risk evaluation and management as an executive and public company director. Juris Doctorate from Cornell Law.

•Leadership: Over thirteen years of executive experience at a large telecommunications company.

•Consumer Focus: Significant experience in consumer focus industries as an executive and a director of public companies.

•Technology: Deep understanding of telecommunications and mobile phone business. Extensive board service on technology committees.

PROFESSIONAL EXPERIENCE
.
•Chief Sales Officer, Sprint Corporation (2012-2013)
•President, Business Markets Group, Sprint Corporation (2009-2012)
•Various senior executive positions, Sprint Corporation (2003-2009)
•President and Chief Operating Officer, Centennial Communications Corp. (2002-2003)
•President and Chief Executive Officer, PointOne Telecommunications Inc. (2000-2001)


OTHER EXPERIENCE

•Board Chairman, Sorenson Communications
•Director, Ariel Alternatives, serving on Audit and Technology Committees
•Director, Ariel Investments, LLC (2015-2021)


       13                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Proposals Requiring Your Vote - Proposal One
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Director
.
Since March 2023


Age
.
65


Board Committees
.
Audit


Other Public Company Boards:   StoneMor Partners L.P. (Since 2005)Boards
.
 None
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Rajiv Basu
Mr. Carver retired as an Office Managing Partner of Ernst & Young LLP in June of 2002. Mr. Carver’s career at Ernst & Young spanned five decades, beginning as an auditor and a financial consultant. In 2013, Mr. Carver was appointed to the board of directors of Pinnacol Assurance, the workers compensation facility for the State of Colorado, and has been a member of its Audit Committee since 2012 and, since August 2015 chair of its Governance & Ethics Committee and chair of its board. Mr. Carver is a Certified Public Accountant and is a member of both the American Institute of Certified Public Accountants and the Connecticut Society of CPAs. Mr. Carver also serves or has recently served on the boards and/or audit committees of several civic and charitable organizations.
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Mr. Carver has considerable corporate
KEY EXPERIENCE AND QUALIFICATIONS

•Corporate Governance & Sustainability: Demonstrated leader in governance, experience from his service on two public company boardsincluding leading diversity, equity, and several governance committeesinclusion initiatives for non-profit organizations. In addition to his committee roles at Assurant, Mr. Carver is aDeloitte. Founding member of StoneMor’s Audit CommitteeAscend, a Pan-Asian leadership organization, serving as an officer and on its Compensation Committee.
board for 10 years.
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Mr. Carver has extensive accounting
•Finance, Capital and audit expertise with over 35 years at Ernst & Young and as the former chair of our Audit Committee.
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Mr. Carver has over 40Investments: Over 39 years of experience in accounting, financial services industry experiencereporting and is closely familiar withM&A transactions. Fellow member of the insurance industry.
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Mr. Carver has significant insurance-related risk management experience.
Institute of Chartered Accountants in England & Wales and a New York certified public accountant.
Juan N. Cento
Director:   Since May 2006
Age:   66
Board Committees:   Compensation, Nominating and Corporate Governance
Other Public Company Boards:   None
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Table of Contents
Proposal One


Mr. Cento is the President of the Latin America and Caribbean Division of FedEx Express, headquartered in Miami, Florida. Mr. Cento has more than 30•Industry Experience: Over 39 years of experience in the air cargo and express transportation industry. He previously worked with Flying Tigers Line, Inc. and transitioned to FedEx in 1989 when the two companies were combined. Mr. Cento is involved in several non-profit organizations. He is a member of the International Advisory Board of Baptist Health System and the Council of the Americas. Additionally, Mr. Cento is Chair of the board of directors for CLADEC (Conference of Latin American and Caribbean Express Companies).
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Mr. Cento has substantial corporate governance and public company experience as a result of his tenure at FedEx and as a member of our Nominating and Corporate Governance Committee.
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Mr. Cento has over 30 years of international, strategic and operational business experience.
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Mr. Cento has considerable experience as a senior executive, leading the Latin American expansion of FedEx’s business.
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Mr. Cento's expertise in mergers and acquisitions as a leader at Federal Express aligns with our current strategy.
Alan B. Colberg
Director:   Since January 2015
Age:   56
Board Committees:   None
Other Public Company Boards:   CarMax, Inc. (Since 2015)
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Mr. Colberg is President and Chief Executive Officer of Assurant, Inc. He was named the Company’s President, effective September 16, 2014, and became Chief Executive Officer and director on January 1, 2015. Mr. Colberg joined Assurant as Executive Vice President of Marketing and Business Development in March 2011. Before joining Assurant, Mr. Colberg worked for Bain & Company, Inc. for 22 years, founding and heading Bain’s Atlanta office since 2000. He also served as Bain’s global practice leader for financial services, advising leading global companies, including Assurant. Mr. Colberg has long been active in civic leadership roles, having served as chairman of the board of the Atlanta International School and on the boards of the Woodruff Arts Center and the Metro Atlanta Chamber of Commerce.
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Mr. Colberg dedicated much of his 22 year career at Bain & Company to financial services and for six years served as the global practice leader of financial services.
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During his tenure at Bain & Company, Mr. Colberg advised several leading global companies including Assurant, Inc.
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Mr. Colberg has over 25 years of senior leadership experience. Mr. Colberg was elected to the board of directors of CarMax, Inc. in October 2015 and is chair of its Nominating and Corporate Governance Committee.
Elyse Douglas
Director:   Since July 2011
Age:   62
Board Committees:   Audit, Finance and Risk (Chair)
Other Public Company Boards:   None
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Table of Contents
Proposal One


Ms. Douglas currently serves as a Senior Research Scholar at the NYU Stern Center for Sustainable Business. Ms. Douglas served as Executive Vice President and Chief Financial Officer of Hertz Global Holdings, Inc. and The Hertz Corporation until October 1, 2013. Ms. Douglas joined Hertz in July 2006. Prior to her role at Hertz, Ms. Douglas served as Treasurer of Coty Inc. from December 1999 until July 2006. Previously, Ms. Douglas served as an Assistant Treasurer of Nabisco, Inc. from June 1995 until December 1999. She also served in various financial services capacities for 12 years at Chase Manhattan Bank (now JPMorgan Chase). Ms. Douglas is a Certified Public Accountant and chartered financial analyst.
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Ms. Douglas gained extensive financial experience through her roles as chief financial officer and treasurer of two multinational corporations.
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Ms. Douglas has significant financial services industry experience through her roles at Chase Manhattan Bank.
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Ms. Douglas has over 20 years of senior leadership experience including her tenure with Hertz Corporation and Coty.
Harriet Edelman
Director:   Since August 2017
Age:   62
Board Committees:   Compensation
Other Public Company Boards:   Brinker International (Since 2008), UCB, Inc. (2012 - 2017)
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Ms. Edelman has served since 2010 as vice chairman of Emigrant Savings Bank, a privately held community bank, where she leads the finance, information technology and credit administration operations. She joined the bank in 2008 as a special advisor to the chairman. Ms. Edelman spent 29 years at Avon Products Inc., rising to the roles of chief information officer and senior vice president of global supply chain and business transformation. She has prior public company board experience during the past 17 years with UCB, a global biopharmaceutical company, software company Ariba Inc., The Hershey Company and Blair Corporation. She also serves on the Board of Trustees of Bucknell University.

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Ms. Edelman has significant public company experience, and is currently Chairman of the Governance and Nominating Committee of Brinker International. She has served on several public company boards, including Ariba, Inc., Blair Corporation, Inc. and The Hershey Company including on the Audit, Compensation, Executive, Strategy and Governance committees of these companies.
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Ms. Edelman has substantial financial experience as vice chairman of a financial institution with responsibility for finance operations and previous executive roles with significant financial reporting, accounting and profit and loss responsibility. She has also served on the Audit Committee of several public companies.
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Ms. Edelman has extensive experience in the financial service industry in her senior roles at Emigrant Bank.
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Ms. Edelman has over 30 years of senior leadership expertise including IT, global operations, marketing and consumer goods business.
Table of Contents
Proposal One


Lawrence V. Jackson
Director:   Since July 2009
Age:   64
Board Committees:   Compensation (Chair), Finance and Risk
Other Public Company Boards:   Snyder’s-Lance, Inc. (Since 2015)
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Mr. Jackson currently serves as a senior advisor with New Mountain Capital, LLC, as a manager of private equity funds based in New York and as Chair of the board of SourceMark LLC. Previously, Mr. Jackson served as the President and Chief Executive Officer of the global procurement division and as the Executive Vice President and Chief People Officer at Wal-Mart Stores, Inc. Prior to that, Mr. Jackson was President and Chief Operating Officer of Dollar General Corporation and Senior Vice President, Supply Operations, for Safeway, Inc. Mr. Jackson was also with PepsiCo, Inc. for 16 years in various executive roles. In connection with his position at New Mountain Capital, Mr. Jackson serves on the boards of several portfolio companies. Mr. Jackson previously served as a director on the board of Parsons Corporation and as chair of its Compensation Committee.
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Mr. Jackson has served on the boards of a number of public companies including ProLogis. He also serves as the chair of our Compensation Committee, and is on the Compensation Committee of Snyder's-Lance, Inc.
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Mr. Jackson has over 20 years of international expertise with several multinational corporations including Walmart and PepsiCo.
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Mr. Jackson has over 20 years of senior leadership experience, having held a number of executive management positions.
Charles J. Koch
Director:   Since August 2005
Age:   71
Board Committees:   Compensation, Finance and Risk
Other Public Company Boards:   Citizens Financial Group, Inc. (Since 2004) and Home Properties, Inc. (2010-2013)
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Mr. Koch is a Public Interest Director on the board of The Federal Home Loan Bank of Cincinnati and serves as a member of its Personnel and Compensation Committee, its Finance and Risk Management Committee and its Nomination & Governance Committee. Mr. Koch previously served as Chair, President and Chief Executive Officer of Charter One Financial, Inc. prior to its sale to The Royal Bank of Scotland. He was elected President and Chief Operating Officer in 1980, served as President and Chief Executive Officer beginning in 1988 and then became Chair, President and Chief Executive Officer in 1990. Mr. Koch is also a past Chair of the Board of Trustees of Case Western Reserve University and the past Chair of the Board of Trustees of John Carroll University.
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Mr. Koch has served on the boards of directors of public companies for more than ten years.
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Mr. Koch has significant experience in the financial services industry, having led onewith 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 country’s largest regional banks.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)
◦M&A Transaction Support Leader, Financial Services (2004-2005)




       14                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Proposals Requiring Your Vote - Proposal One
riskmanagementa01.jpgAssurant logo white with blue BG (1).jpg

image (20) (3) (1).jpg

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)


Mr. Koch has considerable risk management experienceBraxton J. Carter

KEY EXPERIENCE AND QUALIFICATIONS

•Corporate Governance & Sustainability: Extensive history of serving as director on public and servesprivate company boards, including as the chair of the Risk Committee and is 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
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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
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Director
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Since August 2017


Age
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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 at Citizens Financial Group,Member; Bed Bath & Beyond Inc. (2019-2023); UCB, Inc. (2012-2017); Ariba, Inc. (2008-2012); and previously chairedThe 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: Overall responsibility for the Company’s Finance & Investment Committee.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, operations, 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
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Director
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Since May 2022


Age
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53


Board Committees
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Finance and Risk, Information Technology


Other Public Company Boards
.
None


Mr. Koch has over 30Sari Granat

KEY EXPERIENCE AND QUALIFICATIONS

•Corporate Governance & Sustainability: Extensive 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 M&A 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
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Director
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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 several high level financial services positions.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
Table
       19                                                             Notice of Contents2024 Annual Meeting of Stockholders and Proxy Statement

Proposals Requiring Your Vote - Proposal One
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Jean-Paul L. Montupet
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Director:
Director
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Since September 2012August 2017
.
Age:   70.
Age
.
72
.
.
Board Committees:Committees
.
Finance and Risk (Chair), Nominating and Corporate Governance
.
.
Other Public Company Boards:   IHS Markit Ltd. (Since 2012)Boards
.
Korn Ferry International (since 2008), WABCO Holdings, Inc. (Since 2012), Lexmark International, Inc. (2006 -2016)serving as Audit Committee Chair and PartnerRe Ltd. (2002—2016)
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Until his retirement in December 2012, Mr. Montupet was the Chair of Emerson Electric Co.’s Industrial Automation business and President of Emerson Europe. During his 22 year career with Emerson Electric Co., Mr. Montupet held a number of senior leadership roles including Executive Vice President of Emerson Electric Co. and Chief Executive Officer of Emerson Electric Asia Pacific.
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Mr. Montupet has substantial corporate governance and public company experience, including as Lead Director and member of the Compensation, Nominating and Governance Committee at WABCO Holdings. He also is chair of the 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 the Human Resources Committees of IHS Markit Ltd. He is former chair of the Corporate GovernanceAudit and Public Policy Committee at Lexmark International and the Compensation & Management Development Committee at PartnerRe.
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Mr. Montupet has considerable insurance-related expertise through his service as the former non-executive chairman of the board of PartnerRe Ltd.
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Mr. Montupet has expertise in international markets having served as President of Emerson Europe and Chief Executive Officer of Emerson Electric Asia Pacific.
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Mr. Montupet has significant risk management knowledge and has been a member of two public company risk committees.
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Mr. Montupet has considerable senior management experience having held a number of executive positions over 30 years at Emerson Electric Co. and Leroy-Somer, Inc.
Debra J. Perry
Director:   Since August 2017
Age:   66
Board Committees:   Finance and Risk
Other Public Company Boards:   Korn Ferry International (Since 2008), Genworth Financial (Since 2016), and PartnerRe Ltd. (2013- 2016).
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Ms. Perry is the former senior managing director for global ratings and research at Moody’s Investors Service, a unit of Moody’s Corporation. She served as the senior business leader for the company’s Americas Corporate Finance Group and its U.S. Public Finance Group, with ratings of over $4 trillion of taxable and tax-exempt debt securities. Ms. Perry also worked in fixed income research at First Boston Corporation and in a variety of corporate lending and capital markets roles at Chemical Bank. She currently serves on the board of The Sanford C. Bernstein Fund and has previously served on the boards of MBIA Inc., CNO Financial Inc., and PartnerRe Ltd.
Table of Contents
Proposal One


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Ms. Perry has extensive public and insurance company experience, and has served on the boards of six NYSE listed companies, including her current tenure with Assurant, Inc. She serves as a member of the Nominating and Corporate Governance CommitteeCommittees & 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 Korn Ferry International.America Funds (2011-2016)


Debra J. Perry
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Ms. Perry brings substantial
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 experienceindustry, including as a senior executive at Moody's with oversightdirector of thea global reinsurer.

•Global: Significant experience in corporate lending and capital markets roles in Europe. Expertise in overseeing ratings offor global financial institutions, including credit and financial strength ratings for the global insurance industry. Ms. Perry has also served on several mutual fund boards.
companies.
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Ms. Perry has significant
•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 which includes serving as Chairin 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 Audit Committee of Korn Ferry InternationalUS and as a member of the Risk and Audit Committees of Genworth Financial, Inc.Europe (1981-1986)



Paul J. Reilly
       20                                                             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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Director
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Since June 2011November 2019

Age:   61
Age
.
53


Board Committees:   Audit, NominatingCommittees
.
Finance and Corporate GovernanceRisk, Information Technology


Other Public Company Boards:   Cabot Microelectronics Corporation (Since 2017), comScore, Inc. (Since 2017)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.
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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)



From May 2016 until his retirement in January 2017, Mr. Reilly was Executive Vice President of Arrow Electronics, Inc., distributor of electronic components and computer products. He was Executive Vice President and Chief Financial Officer of Arrow from 2001 until May 2016. Mr. Reilly joined Arrow Electronics in 1991 and held various positions within the company prior to assuming the role of Chief Financial Officer in 2001. Prior to joining Arrow Electronics, Mr. Reilly was a Certified Public Accountant in the business assurance practice of the New York office of KPMG Peat Marwick.
       21                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

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Proposals Requiring Your Vote - Proposal One
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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


Mr. Reilly'sPaul 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 includesserving as chairchief financial officer of Compensationa publicly traded company, including creating the company’s capital structure strategy and M&A transactions. Certified public accountant with 12 years of experience in public accounting. Experienced Audit Committee Chair of comScore, Inc.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 a memberchief financial officer and director of publicly-traded companies.

•Leadership: Seasoned executive with oversight responsibilities of company strategy in partnership with the Compensation Committee of Cabot Microelectronics Corporation.
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Mr. Reilly in his prior role as

PROFESSIONAL EXPERIENCE
.
•Executive Vice President, Arrow Electronics, Inc. (2016-2017)
•Executive Vice President, Finance and Operations and Chief Financial Officer, of Arrow Electronics has oversight of the company’s treasury, capital structuring, budgeting, controller and investor relations functions and has substantial(2001-2016)
•Various financial knowledge. He serves as a member of the Audit Committee of Cabot Microelectronics Corporation and comScore,roles, Arrow Electronics, Inc.
(1991-2001)
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Mr. Reilly is a •Certified Public Accountant, and was employed byBusiness Assurance, KPMG Peat Marwick where he provided audit services to a wide range of public and private multinational organizations.(1979-1991)


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Mr. Reilly has served as a senior executive at a public company for more than 15 years.





Robert W. Stein
Director:   Since October 2011
Age:   69
Board Committees:   Audit (Chair)
Other Public Company Boards:   Aviva plc (2013 -2017)
       22
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                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement
Mr. Stein is a former Global Managing Partner, Actuarial Services at Ernst & Young LLP. Mr. Stein joined Ernst & Young in 1976 and held various leadership roles in the firm’s actuarial and insurance practice. He currently serves on the board of Resolution Life Holdings, Inc. and Worldwide Re Ltd. He is a Certified Public Accountant and is

Table of Contents
Proposals Requiring Your Vote - Proposal One
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Skills and ExperienceMs. RosenMr. AlvesMr. BasuMr. CarterMr. DemmingsMs. EdelmanMs. GranatMr. JacksonMs. PerryMr. RedzicMr. Reilly
Corporate Governance & Sustainability, including DE&I and other sustainable initiatives
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Finance, Capital and Investments, including accounting, financial reporting, financial markets, capital management and investments
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Industry Experience, including insurance, business services, mobile, auto and supply chain
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Global background or experience
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Risk Management, including compliance
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Leadership, including in strategy, operations and talent management
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Consumer Focus
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Technology, including digital or cybersecurity
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Demographic Background
Age7169656551685370725367
Tenure (Years)15514272157513
Gender, Racial or Ethnic DiversityGender
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Racial or Ethnic
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a member of the AICPA. He is also a member of the American Academy of Actuaries, a Fellow of the Society of Actuaries and a Trustee Emeritus of the Actuarial Foundation.
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Mr. Stein is Certified Public Accountant and has significant accounting and financial reporting experience.
       23                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

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Proposals Requiring Your Vote - Proposal One		Mr. Stein has more than 40 years of experience advising many of the world’s leading insurance companies on financial and operating matters.
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Mr. Stein has vast knowledge and experience in the areas of actuarial matters and risk management. He also currently chairs the Audit Committee of Resolution Life Holdings.
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Mr. Stein spent more than 30 years leading various practice areas within Ernst & Young LLP.
Vote Required; Board RecommendationResignation 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” thethat nominee’s election. AbstentionsFor purposes of determining approval of this proposal, abstentions and broker non-votes will have no effect on this determination.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 20192025 Annual Meeting or until their respective successors arehave been elected and have qualified.

Table
       24                                                             Notice of Contents2024 Annual Meeting of Stockholders and Proxy Statement

Proposals Requiring Your Vote - Proposal Two
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Image166.jpgPROPOSAL TWO

- RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General


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, 2018.2024 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 retention and oversightretention of the independent registered public accounting firm retained to audit the Company’s financial statements.statements and internal control over financial reporting. The Audit Committee is also responsible for approving the auditservices, 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 chairChair are involved in the selection of the new lead engagement partner. The membersmost 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 and the Board believebelieves 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. PricewaterhouseCoopers LLP has acted as our independent registered public accounting firm since 2000.


In accordance with a resolution of the Audit Committee, this appointment is being presented to stockholders for
ratification at the Annual Meeting. IfWhether or not the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP,
the Audit Committee willmay continue to retain the firm or may reconsider its appointment.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, an abstentionabstentions 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 athat stockholders vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as Assurant’s Independent Registered Public Accounting Firmindependent registered public accounting firm for the year ending December 31, 2018.2024.











Table
       25                                                             Notice of Contents2024 Annual Meeting of Stockholders and Proxy Statement

Proposals Requiring Your Vote - Proposal Three
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Image168.jpgPROPOSAL THREE
- ADVISORY VOTE ONTO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION FOR 20172023
ThePursuant 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 20172023 compensation of the Company’s named executive officers (“NEOs”).NEOs. This advisory vote is also referred to as the “say-on-pay” advisory vote. Consistent with the results of the 20172023 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 “CD&A”), beginning on page 17.46, the Summary Compensation Table, and the related compensation tables and narrative. As described in the CD&A, 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 20172023 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, an abstentionabstentions 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 youstockholders vote FOR the approval of the 20172023 compensation of our NEOs as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative.narrative discussion.








Table
       26                                                             Notice of Contents2024 Annual Meeting of Stockholders and Proxy Statement

Executive Officers
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Executive Officers

EXECUTIVE OFFICERS
The table below sets forth certain information, as of March 13, 2018, 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.
NameAgePosition
Alan B. ColbergKeith W. Demmings5651President, Chief Executive Officer and Director
Richard S. DziadzioKeith R. Meier54Executive Vice President, Chief Financial Officer and Treasurer
Gene E. MergelmeyerMichael P. Campbell5956Executive Vice President and Chief Operating OfficerPresident, Global Housing
Christopher J. PaganoMartin Jenns5462Executive Vice President and President, Global Automotive
Robert A. Lonergan47Executive Vice President, Chief Marketing and Risk Officer
Carey RobertsFrancesca L. Luthi4748Executive Vice President, Chief Operating Officer
Biju Nair58Executive Vice President and President, Global Connected Living
Jay E. Rosenblum57Executive Vice President, Chief Legal Officer and Secretary (effective October 30, 2017)
Robyn Price Stonehill46Executive Vice President and Chief Human Resources Officer
Ajay Waghray56Executive Vice President and Chief Technology Officer
Alan B. Colberg,Keith W. Demmings, President, Chief Executive Officer and Director. Mr. ColbergDemmings is President and Chief Executive Officer of Assurant, Inc. He was named the Company'sCompany’s President effective September 2014,May 18, 2021, and became Chief Executive Officer and director on January 1, 2015.2022. Before assuming his current position, Mr. Colberg joined AssurantDemmings served as Executive Vice President of Marketing and Business DevelopmentPresident, Global Lifestyle from July 2016 to May 2021. Mr. Demmings served as Executive Vice President and President, Global Markets beginning in March 2011. BeforeSeptember 2015 and Executive Vice President and President, International beginning in June 2013. Since joining Assurant in 1997, Mr. Colberg worked for Bain & Company, Inc. for 22 years, foundingDemmings has held a number of executive leadership positions, including serving as President and heading Bain's Atlanta office since 2000.Chief Executive Officer of Assurant Canada.
Richard S. Dziadzio,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 Treasurer.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 M&A for Assurant beginning in January 2013. Mr. DziadzioMeier 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 Chief Financial Officer and Treasurer effective July 2016. Before joining Assurant, Mr. Dziadzio served as Chief Financial Officer of QBE North America beginning in August 2013. From April 2012 to July 2013, Mr. Dziadzio was Chief Financial Officer of ANV, a specialty underwriter.
Gene E. Mergelmeyer, Executive Vice President, and Chief Operating Officer. Mr. Mergelmeyer was appointed Chief Operating OfficerGlobal Housing effective July 2016. Before assuming his current position, Mr. MergelmeyerCampbell served as Chief Administrative Officer of Assurant since August 2014 with responsibility for Assurant’s Technology Infrastructure Group and other corporate enterprise functions. He was appointed Chief Executive Officer of Assurant Specialty Property in August 2007 and President of Assurant Specialty Property and Executive Vice President of Assurant, Inc. in July 2007.
Christopher J. Pagano, Executive Vice President and Chief RiskOperating Officer. for the Company’s specialty property lines of business beginning in January 2014. Mr. PaganoCampbell 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 oneffective 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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Executive Officers
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joined Assurant in 2012 as Vice President, M&A 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. PaganoRosenblum served as ExecutiveCo-Interim General Counsel since February 2020. Mr. Rosenblum joined Assurant in June 2019 as Senior Vice President, Chief Financial OfficerGovernment Relations and Treasurer since August 2014 and Executive Vice President, Treasurer and Chief Investment Officer of Assurant, Inc. from July 2007 to August 2014.
Carey S. Roberts, Executive Vice President, Chief Legal Officer and Secretary. Ms. Roberts has been Executive Vice President, Chief Legal Officer and Secretary since October 30, 2017.Regulatory Affairs. Prior to joining Assurant, Ms. RobertsMr. Rosenblum served as Deputy General Counsel and Corporate Secretary of Marsh & McLennan Companies, Inc. beginning in October 2014. She added the role of Chief Compliance Officer in September 2015. Prior to that, Ms. Roberts was a partner with the law firm of Covington & Burling LLP, where she spent the first 17 years of her career.
Robyn Price Stonehill, Executive Vice President and Chief Human Resources Officer. Ms. Price Stonehill was appointed Executive Vice President and Chief Human Resources Officer at Guardian Life Insurance Company of Assurant, Inc. in July 2014. Before assuming her currentAmerica after being promoted from his role at Assurant, she served as Senior Vice President of Compensation, Benefits and Shared Services at the Company since 2009.
Ajay Waghray, Executive Vice President and Chief Technology Officer. Mr. Waghray was appointed Executive Vice President and Chief Technology Officer effective May 2016. Prior to joining Assurant, Mr. Waghray served as Chief Information Officer of Verizon Enterprise Solutions beginning in January 2012.

Table of Contents
Executive Officers

Government Affairs.
The Management Committee of Assurant (the “Management Committee”) consists of the Company’s President and Chief Executive Officer, certain Companyits Executive Vice Presidents and Presidents of certain of the Company’s lines of business.

finance, talent, and technology executives.
Table of Contents
Security Ownership of Certain Beneficial Owners

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 1, 2018, (a) the number of shares of Common Stock owned (based upon the most recently reported number of shares outstanding as of the date the entity filed a Schedule 13G with the SEC) and (b) the percentage of all outstanding shares represented by such ownership as of February 1, 2018 (based on an outstanding share amount of 52,475,408 as of that date).

Name of Beneficial Owner
Shares of Common
Stock Owned
Beneficially
 
Percentage
of Class
The Vanguard Group, Inc.1
5,980,736
 11.4%
FMR LLC2
3,876,094
 7.4%
BlackRock, Inc.3
3,782,565
 7.2%
State Street Corporation4
2,790,686
 5.3%
1.
The Vanguard Group, Inc., 100 Vanguard Blvd., Malvern, PA 19355, filed a Schedule 13G/A on February 12, 2018, with respect to the beneficial ownership of 5,980,736 shares. This represented 11.4% of our Common Stock as of February 1, 2018.
2.
FMR LLC, 245 Summer Street, Boston, Massachusetts 02210, filed a Schedule 13G/A on February 13, 2018, with respect to the beneficial ownership of 3,876,094 shares. This represented 7.4% of our Common Stock as of February 1, 2018.
3.
BlackRock, Inc., 55 East 52nd Street, New York, New York 10055, filed a Schedule 13G/A on January 29, 2018, with respect to beneficial ownership of 3,782,565 shares. This represented 7.2% of our Common Stock as of February 1, 2018. BlackRock, Inc. has indicated that it filed this Schedule 13G/A on behalf of the following subsidiaries: BlackRock Japan Co. Ltd., BlackRock Advisors (UK) Limited, BlackRock Institutional Trust Company, N.A., BlackRock Fund Advisors, BlackRock Asset Management Canada Limited, BlackRock Advisors LLC, BlackRock Financial Management, Inc., BlackRock Investment Management, LLC, BlackRock Investment Management (Australia) Limited., BlackRock Fund Managers Ltd., BlackRock Asset Management Ireland Limited, BlackRock International Limited, BlackRock Investment Management (UK) Ltd., BlackRock Life Limited, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Asset Management North Asia Limited, BlackRock Asset Management Schweiz AG, and BlackRock Capital Management, Inc.
4.
State Street Corporation, State Street Financial Center, One Lincoln Street, Boston, MA 02111, filed a Schedule 13G on February 14, 2018, with respect to the beneficial ownership of 2,790,686 shares. This represented 5.3% of our Common Stock as of February 1, 2018. State Street Corporation has indicated that it filed this Schedule 13G on behalf of the following subsidiaries: State Street Bank and Trust Company, SSGA Funds Management, Inc., State Street Global Advisor Trust Company, State Street Global Advisors France S.A.S., State Street Global Advisors Limited, State Street Global Advisors, Australia, State Street Global Advisors (Japan) Co., Ltd., State Street Global Advisors Asia Ltd., State Street Global Advisors Singapore Ltd. and State Street Global Advisors GmbH.

Table of Contents
Security Ownership of Directors and Executive Officers

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The following table provides information concerning the beneficial ownership of Common Stock as of February 1, 2018 by Assurant’s Chief Executive Officer, Chief Financial Officer, and each of Assurant’s other named executive officers for 2017, each director and all executive officers and directors as a group. As of February 1, 2018, we had 52,475,408 outstanding shares of Common Stock. Except as otherwise indicated, all persons listed below have sole voting power and dispositive power with respect to their shares, except to the extent that authority is shared by their spouses, and have record and beneficial ownership of their shares.
Name of Beneficial Owner
Shares of Common Stock Owned Beneficially1
Percentage of Class
Alan B. Colberg64,071*
Richard S. Dziadzio2,743*
Gene E. Mergelmeyer113,346*
Christopher J. Pagano42,986*
Bart R. Schwartz86,025*
Ajay Waghray2,571*
Elaine Rosen15,065*
Howard L. Carver34,697*
Juan N. Cento18,189*
Elyse Douglas9,447*
Harriet Edelman—*
Lawrence V. Jackson14,848*
Charles J. Koch34,765*
Jean-Paul Montupet8,910*
Debra J. Perry—*
Paul J. Reilly9,534*
Robert W. Stein7,451*
All directors and executive officers as a group
(19 persons)488,904*
*Less than one percent of class.
1.
Includes for Mr. Pagano, 4,013 shares of Common Stock and for all directors and executive officers as a group, 4,013 shares of Common Stock, in each case held through the Assurant 401(k) Plan, as of December 31, 2017.
Includes for Mr. Stein, 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 500 shares in which he has no economic interest.
For the executive officers, includes restricted stock units (“RSUs”) that will vest and/or become payable on or within 60 day of February 1, 2018 in exchange for the following amounts of Common Stock as of February 1, 2018: for Mr. Colberg, 14,254 shares; for Mr. Dziadzio, 1,370 shares; for Mr. Mergelmeyer, 27,801 shares (including 22,382 shares that would be issuable upon a retirement); for Mr. Pagano, 5,182 shares; for Mr. Schwartz, includes 8,623 shares which vested upon his retirement but are subject to a six month holding period pursuant to IRC Section 409A; and for Mr. Waghray, includes 1,032 shares.
For the directors, includes vested RSUs (and RSUs that will vest within 60 days of February 1, 2018); the settlement of the shares are deferred until separation from the Board. Includes 5,100 shares for each of Ms. Rosen and Ms. Douglas, and Messrs. Carver, Cento, Jackson, Koch, Montupet, Reilly and Stein, as of February 1, 2018.
RSUs that will vest on or within 60 days of February 1, 2018 in exchange for shares of Common Stock, for all directors and executive officers as a group, totaled 106,127.
Table
       28                                                             Notice of Contents2024 Annual Meeting of Stockholders and Proxy Statement

Corporate Governance
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Corporate Governance
Image213.jpgOVERVIEW
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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Corporate Governance
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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.
Image214.jpgCORPORATE 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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Corporate Governance
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Image215.jpg 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 providing 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.
  NameAuditCompensation and Talent  Finance and
Risk		Information TechnologyNominating and   
Corporate
Governance
Elaine D. Rosenimage220.jpg
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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Compensation Discussion & Analysisblackguygrayback2a01.jpg
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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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Part I - Executive Summary
graystarwhiteback2a02.jpgNon-Executive Chair of the Board. image239.jpgDenotes Committee Chair.



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Corporate Governance
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Image237.jpg 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.

1. Evaluation of board composition
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
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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Corporate Governance
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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
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.
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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20192020202120222023
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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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Corporate Governance
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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.

Image238.jpgDIRECTOR 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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Corporate Governance
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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.

Image239.jpgBOARD 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.

Image240.jpgDIRECTOR 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.

Image241.jpgMANAGEMENT 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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Corporate Governance
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Image242.jpgBOARD 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.

Image243.jpgBOARD 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 Board 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 TalentFinance and RiskInformation TechnologyNominating and
Corporate 
Governance
Number of Meetings in 20235107745

Image244.jpgNOMINATING 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 stockholdersDeveloping and recommending to the Board a set of corporate governance guidelines applicable to the CompanyOverseeing 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
Developing director orientation and continuing education programsOversees sustainability and ESG, and coordinates with other committees of the Board, such as the Compensation and Talent Committee, regarding matters within their purview.
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.

Image245.jpgAUDIT COMMITTEE
The Audit Committee assists the Board in its oversight of:
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The integrity of our quarterly and annual financial statementsOur compliance with legal and regulatory requirementsOur independent auditors’ qualifications and independenceThe performance of our internal audit function and independent auditors
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.

Image246.jpgCOMPENSATION DISCUSSION AND ANALYSISTALENT COMMITTEE
The Compensation and Talent Committee assists the Board in fulfilling its responsibilities by:
I.
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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 managementProducing an annual report for executive compensation for inclusion in the Company’s annual proxy statementEvaluating 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

In 2023, the Board approved a recommendation from the Nominating and Corporate Governance Committee to transition oversight of talent management, including the Chief Executive SummaryOfficer 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 “CD&A — 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 “CD&A — Input from Management” on page 50.
Image247.jpgCOMPENSATION AND TALENT COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No 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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Image248.jpgFINANCE 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 outcomesReviewing our policies and strategies for achieving investment (investing of the Company’s assets for investment return) objectives and reviewing outcomes; andActing 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
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.
Image248.jpgINFORMATION 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 strategyProviding input and perspective on technology advances and innovation and their potential to further our strategy; andReviewing the effectiveness of our policies with respect to information technology risk assessment and risk management, including cybersecurity policies, controls and procedures.
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.
Image251.jpgCOMMUNICATING 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.

Image252.jpgSUSTAINABILITY
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
Board
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Directly oversees sustainability matters relating to the Company’s strategy and related initiatives
Nominating and Corporate Governance CommitteeCompensation and Talent CommitteeAudit CommitteeFinance and Risk Committee
Delegated by the Board with ultimate responsibility for how the Company manages sustainabilityOversees culture and talent management strategies, including the Company’s efforts and commitment to diversity, equity and inclusionOversees 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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ESG Oversight and Action Committee
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Comprised of select Management Committee members and senior management across key functional areas and the business
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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Day-to-day Implementation
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Overall ESG strategic direction set by President and CEO, together with Chief Operating
Officer and SVP, Global Communications and Sustainability
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, DE&I 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 & ListeningWe 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.
Commitment to Diversity & InclusionIn 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 PeopleWe 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.

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 ProductEV-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.

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 2030We 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 ReportingWe 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 PolicyWe 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.
Image253.jpgPOLITICAL 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 athttp://ir.assurant.com.


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Compensation Discussion and Analysis
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Compensation Discussion and Analysis
Image173.jpgEXECUTIVE SUMMARY

Introduction
This Compensation Discussion and Analysis (“CD&A”) 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 2017:
2023:
NameTitle
Alan B. ColbergKeith W. DemmingsPresident, and Chief Executive Officer
Richard S. DziadzioKeith R. Meier
Executive Vice President, Chief Financial Officer and Treasurer1
Christopher J. PaganoFrancesca L. LuthiExecutive Vice President and Chief Risk Officer
Gene E. MergelmeyerExecutive Vice President and Chief Operating Officer
Ajay WaghrayExecutive Vice President and Chief Technology Officer
Bart R. Schwartz
Executive Vice President, Chief LegalOperating Officer and Secretary (until October 29, 2017), 2
Robert A. LonerganExecutive Vice President, (effective October 30, 2017)Chief Marketing & Risk Officer
Michael P. CampbellExecutive Vice President, President Global Housing
Richard S. Dziadzio
Former Executive Vice President, Chief Financial Officer3
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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Throughout this CD&A,

Compensation Discussion and Analysis
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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 referevolve our compensation programs, we explore opportunities to these individualsfurther 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 our “NEOs”, to Mr. Colberg as our “CEO” and to Mr. Dziadzio as our “CFO”.
Highlightsits performance metrics for the enterprise’s 2017 fiscal yearenterprise. 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 metrics 3 relatedand leadership goals. For the Long Term Equity Incentive Plan (“ALTEIP”), we moved to short-term50% Adjusted earnings, excluding reportable catastrophes, per diluted share, with no change to the 50% TSR relative to the S&P 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 incentive programs include: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"(“ESTIP”)
40% consolidated revenue
60% consolidated Net Operating Income ("NOI"), excluding reportable catastrophe losses
As Mr. Mergelmeyer serves as both the Chief Operating Officer: The Compensation and the leaderTalent Committee set ESTIP performance goals for 2023 based on Adjusted EBITDA and net earned premiums, fees and other income of the Global Housing segment, 80% of his annual incentive is based on enterprise metrics (e.g. 40% revenue, 60% NOI)consolidated enterprise. These goals were designed to support the Company’s strategic and 20% dependent on the performance of the Global Housing segment. financial objectives, including continued profitable growth. Based on the annual incentive planCompany’s performance multipliers, in 2017,against the ESTIP performance goals, our NEOs received annual incentive payments incalculated on the amounts set forth in the chart on page 21.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 “2017 Annual“Annual Incentive Compensation”Compensation” beginning on page 22.53.


•Long-Term Equity Incentive Plan ("ALTEIP"(“ALTEIP”)
50% absolute net operating income earnings per share ("NOI EPS")
50% total stockholder return relative to the S&P 500 Index
In 2017,: For 2023, our NEOs received long-term equity75% of their annual ALTEIP awards of which 75% was delivered in the form of PSUs and 25% was delivered in the form of RSUs. 2017 payoutsPSUs 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 will beare determined overat the end of a three-year performance cycle based on the Company’s performance of pre-established metrics. Vesting of PSUs granted in 2017 will not be determined until after the end of 2019 and our NEOs will be eligible for payouts in respect of these awards in 2020. 2017TSR results contributerelative to the final payout amounts for the 2016S&P 500 Index and 2017 outstanding awards. RSUs generally vest in equal annual installments on the first three anniversaries of grant.
2018 awards will be granted pursuant to the Assurant, Inc. 2017 Long Term Equity Incentive Plan (the “ALTEIP”), which was approved by shareholders in May 2017.
3    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.djusted earnings, excluding
Table
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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 our 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 DoWhat We Don’t Do
☑ Heavy emphasis on variable compensation
☒ No “single trigger” change in control agreements
☑ Significant portion of annual and long-term incentives are performance based “at risk”
☒ No tax gross ups upon change in control
☑ Robust stock ownership guidelines for directors and executive officers
☒ No hedging or pledging of company stock
☑ Incentive recoupment (clawback) policy and provisions
☒ No significant perquisites
☑ Proactive stockholder engagement
☒ No dividends paid on unvested PSUs
☑Annual risk assessments
☒ No employment agreements with executive team

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Compensation Discussion and Analysis
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Image173.jpgWHAT GUIDES OUR PROGRAM

Our Executive Compensation Principles
Assurant’s executive compensation programs are designed to align the interests of our executives with those of our stockholders by tying significant portions of their compensation to the Company’s financial performance and stock price performance. The following charts show the relative percentages of target variable (annual and long-term incentive) and fixed (base salary) compensation established for our CEO and our other NEOs at the beginning of 2017:
chart-b14dfa13a969a879e93.jpgchart-806b211d14d636e0142.jpg
*We consider variable compensation to include any compensation that will vary with financial or stock price performance. For additional details on the percentage components of our NEOs’ fixed and variable compensation, see the discussion under “Mix of Target Total Direct Compensation Elements” on page 21.
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.

576577
Executive compensation opportunities at Assurant should be sufficiently competitive to attractmotivate and retain talented executivestalent while aligning their interests with those of our stockholders.
•When setting target total direct compensation opportunities (base salary, annual incentivesESTIP and long-term equity incentives)ALTEIP) for our NEOs, the Compensation and Talent Committee generally seeks to approximate median levels forconsidered comparable positions at companies included in a general industry survey. (For details, please seepublished surveys. The Compensation and Talent Committee also considered the discussion on page 29).scope of an NEO’s role and his or her individual performance, contributions and experience.
•The Company continuesselects performance metrics that seek to emphasize performance-based compensationachieve the appropriate balance between annual and long-term incentives that attracts, retains and rewards the executives necessary to successfully executeare supportive of the Company’s business strategy.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 earnings.performance. If the Company does not produce positive net income (as defined in the ESTIP)achieve threshold performance with respect to its ESTIP or positive adjusted earnings per share (as defined in theALTEIP PSU award agreements)metrics, there is no annual incentive or performance payments, respectively, are earned.payout under those plans.
•75% of the annual long-term equity incentive award granted to our NEOs in 20172023 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 above-medianstrong, sustainable results.
•We design performance goals under our annual executive incentive programESTIP so that above-target compensation will only be paid if the Company delivers above-target performance.performance based on Adjusted EBITDA, excluding reportable catastrophes, and net earned premiums, fees and other income.
For the 2017-2019•Payouts for PSU awards granted in 2023 are based on performance results over a three-year cumulative performance period payouts with respect to PSU awards are based on total stockholder returnTSR relative to the S&P 500 Index ("TSR") and absolute NOI EPS. 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
Table of Contents
Compensation Discussion & Analysis
Part I - Executive Summary

exceeds the 50th50th percentile of the index with the payouts capped at 200% if the Company performs at or above the 90th percentile. Payouts on the NOI EPS metric are also capped at 200%.index.
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.
Under our executive compensation recoupment policy, the Compensation Committee may recover (“clawback”) annual and long-term incentive compensation from current and former executive officers in the event of a financial restatement as a result of material non-compliance with any financial reporting requirement•The maximum payout under the securities laws that has resulted in an overpayment.
Under our stock ownership guidelines, our executive officersCompany’s ESTIP and directors are required to hold a meaningful amount of Company stock throughout their service, and may not sell shares until target ownership levels are met.
Under our insider trading policy, our NEOs and directors are prohibited from:
engaging in hedging and monetizing transactions with respect to Company securities;
holding Company securities in a margin account; or
pledging Company securities as collateral for a loan.
Change of control agreements with our NEOs are “double trigger” and do not provide for excise tax gross-ups.
In 2017, the Compensation Committee, assisted by Semler Brossy Consulting Group LLC (“Semler Brossy”) and management, undertook an annual risk review of the Company’s variable pay plans, policies and practices, and did not identify any risks that are reasonably likely to have a material adverse effect on the Company.
We generally do not provide any significant perquisites to our NEOs. In 2017, we provided relocation assistance in order to attract Mr. Waghray.
Annual incentive payouts areALTEIP is capped at 200% of each NEO’s target opportunity.
For the 2017-2019 performance period, PSU award payouts are capped at 200% of each NEO’s target opportunity.
Assurant does not pay dividends on unvested PSUs.The Compensation and Talent Committee’s Decision-Making Process
2017 Say on Pay Vote
The Compensation and Stockholder Engagement
At the Company's 2017 annual meeting, we received a 94.70% favorable advisory vote by stockholders to approveTalent Committee oversees our executive compensation program and a 93.61% favorable voteadvises the full Board on the ALTEIP. Through our ongoing investor outreach program, we continued to reach out to our institutional stockholder base to engage with investors to receive their input and feedback ongeneral 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:

èè
Step 1Step 2Step 3
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 corporate governance practicesexecutive officers.

Input from Management

Our CEO is not involved in the Compensation and executive compensation program. During these conversations, we also shared an update onTalent 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 Company’s 2017 financialCEO’s performance using the completion of our multi-year transformation and the plan to acquire The Warranty Group.same criteria. Our CEO annually
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II. Elementsreviews 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 Executive Compensation Programand 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.
Pay Elements
The following table sets forthdecisions made by the primary elementsCompensation 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 programsconsultant. 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 applycould 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 objective or purpose each element is designedsurvey data used to achieve:evaluate pay levels and whether a custom peer group can be developed to provide meaningful comparison for evaluating compensation levels.


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Compensation Discussion and Analysis
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Image173.jpg2023 EXECUTIVE COMPENSATION PROGRAM

Elements of Compensation

Our NEOs’ total direct compensation has three elements as set forth in the table below:

Compensation ElementObjective/Purpose
Annual base salary
Provides fixed compensation that, in conjunction withCompetitive base salaries support our annualability to attract and long-term incentive programs, approximates the median level of target total compensation for comparable positions at companies in a general industry survey.
Attracts and retains talented executives with compensation levels that are consistent with our target total compensation mix.
retain executive talent.
Annual incentive program (ESTIP)
Motivates executives to achieve specific near-term enterprise or business segment goals designed to increase long-term stockholder value.support the Company’s strategic and financial objectives.
Requires above-target performance to earn an above-target payout.
Long-term equity incentive award program (ALTEIP)
Motivates executives to consider longer-term ramifications of their actions and appropriately balance long- and near-term objectives.
Aligns management’s interests with stockholders’ interests. Reinforces a culture of accountability focused on long-term value creation.creation and is a key element of retaining executive talent.

Requires above-median performance for an above-target payout on long-term performance-based equity awards.
Protects proprietary information and competitive advantages by including confidentiality, non-competition and non-solicitation provisions in award agreements.
2017 long-term equity plan includes “double-trigger” change in control provision.
Retirement, deferral and health and welfare programs
Provides a competitive program that addresses retirement needs of executives.
Offers NEOs participation in the same health and welfare programs available to all U.S. employees.
Provides an executive long-term disability program.
Cash payments upon change of control
Provides separation pay upon certain terminations of employment in connection with the sale of the Company. Executives are not contractually entitled to separation pay beyond these instances.
Enables executives to focus on maximizing value for stockholders in the context of a change of control transaction.
New form of agreement approved by Compensation Committee reduces the amount of cash severance from three times the sum of annual base salary and target ESTIP award to two times the sum of such amounts.



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 below. Base salaries for 2022 and 2023 were as follows:



Name
2022 Base Salary ($)1
2023 Base Salary ($)1
% Increase
Keith W. Demmings1,000,0001,000,000—%
Keith R. Meier2
610,000730,00020%
Francesca L. Luthi3
525,000625,00019%
Robert A. Lonergan500,000500,000—%
Michael P. Campbell520,000520,000—%
Richard S. Dziadzio680,000680,000—%


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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Mix of Target Total DirectAnnual Incentive Compensation Elements
The following charts showESTIP provides our NEOs the relative percentages of the componentsopportunity to earn a performance-based annual cash incentive award. Actual incentive payouts can range from 0% to 200% of target total direct compensation thataward amounts depending on performance achievements. Target annual incentive opportunities are expressed as a percentage of base salary. Target award opportunities for 2023 were established for our CEOas follows:

Name2023 Base Salary ($)Target Annual Incentive (as a % of Salary)Target Annual Incentive ($)
Keith W. Demmings1,000,000150%1,500,000
Keith R. Meier1
638,521103%654,965
Francesca L. Luthi2
537,877100%537,877
Robert A. Lonergan500,000100%500,000
Michael P. Campbell520,00090%468,000
Richard S. Dziadzio680,000100%680,000

1     Upon Mr. Meier’s promotion to Executive Vice President, Chief Financial Officer, the Compensation and our other NEOs at the beginningTalent Committee approved an annual incentive target of 2017.
chart-bdef2f412ea055e2b9b.jpg    chart-01e5d12584d67fc3848.jpg
colors.jpg
Because our CEO is primarily responsible for achieving the strategic objectives120%, effective as of the Company, his variable compensation is a greater portionNovember 15, 2023. Prior to this promotion, Mr. Meier’s target award opportunity was 100% of his target total direct compensation than that of our other NEOs. 87% of his target total direct compensation opportunity is subject to Company performance.
Changes to Compensation Levels and Pay Mix in 2017
In January 2017, Semler Brossy, the Compensation Committee’s independent consultant, provided the Compensation Committee with an assessment of target total direct compensation (base salary,then-current base salary. His target annual incentive compensationwas calculated using base salaries and bonus target long-term incentive compensation)percentages for our NEOs relative to total compensation for similarly sized companiesthe year, on a prorated basis, based on the general industry survey data from Willis Towers Watson. The assessment concluded that mosteffective date of our NEOs were withinthe promotion.
2     Ms. Luthi's target annual incentive was calculated using a competitive rangetime weighted average of median levelsher base salary rates in 2023 before and after her promotion effective November 15, 2023, multiplied by her target annual ESTIP opportunity of similarly situated executives.100%.
The Compensation Committee made changes to certain elements of NEO compensation for 2017 as illustrated in the following chart and discussed below:
  Base Salary
Target Annual
Incentive
Target Long-term
Incentive
Target Total Direct
Compensation
NEOYE 2016
YE 2017
YE 2016
YE 2017
YE 2016
YE 2017
YE 2016
YE 2017
Alan B. Colberg$955,000
$955,000
160%160%475%525%$7,019,250
$7,496,750
Richard S. Dziadzio$625,000
$625,000
100%100%225%263%$2,656,250
$2,893,750
Christopher J. Pagano$625,000
$625,000
100%100%225%236%$2,812,500
$2,725,000
Gene E. Mergelmeyer$675,000
$675,000
125%125%250%315%$3,206,250
$3,645,000
Bart R. Schwartz$595,000
$595,000
100%100%240%252%$2,618,000
$2,689,400
Ajay Waghray$525,000
$525,000
100%100%225%236%$2,231,250
$2,289,000

After an executive compensation benchmarking study,Each year, the Compensation and Talent Committee decidedseeks to recognize Mr. Colberg for his leadership in the transformation of the Company's central business model, to recognize Mr. Mergelmeyer for his success in unifying the businessselect and for his management of the complex Chief Operating Officer role, and to recognize Mr. Dziadzio for his excellent performance in organizing the Company's Finance team by approving increases in Messrs. Colberg, Mergelmeyer and Dziadzio's target long-term incentive opportunities to 525%, 315% and 263% respectively.  The increases were a result of continuingweight metrics to align pay withinwith 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 (net earned premiums, fees and other income), set at the enterprise level, and introduced a competitive rangenew individual performance component to differentiate award payouts and recognize contributions to strategic, financial and leadership goals. The mix of the market median and included a one-time 5% increasemetrics for 2017 only in2023 was as follows:
ESTIP MetricsWeight
Adjusted EBITDA, excluding reportable catastrophes50%
Net earned premiums, fees and other income30%
Individual performance component20%

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recognition2023 Financial Performance Levels and Results1,2
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 MetricsWeightThresholdTargetMaximum
Actual3
Performance Factor
Adjusted EBITDA
(excluding reportable catastrophes)4
50%$1,014$1,193$1,312$1,3692.00
Net earned premiums, fees and other income4,5
30%$8,697$10,232$11,767$10,7041.09
Enterprise Financial Performance Factor1.66
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 achievements outlined above. In addition,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 recognitionAppendix 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 Messrs. Pagano, Schwartzthe “Long-Term Equity Incentive Compensation” section on page 56 below. Results for 2023 were as reported, and Waghray's superiornot 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 helpingmarket outlook.

Based on the above financial performance results, the portion of the 2023 ESTIP payout linked to the Company achieve positive strategic outcomes,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 Committee approvedand 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 one-time 5% increase in theirvariety 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, long-term incentive opportunities for 2017 only.

2017 Annual Incentive Compensation
In 2017, the Compensation Committee made the following changessimilar to the financial targets in the ESTIP:
2016 ProgramChanges for 2017 Program2016 ProgramChanges for 2017 ProgramRationale for 2017 Changes
EnterpriseBusiness SegmentThe Compensation Committee believes that the 2017 ESTIP metrics will:
40% Consolidated Revenue in Core/Targeted Growth Businesses40% Consolidated Revenue20% Business Segment Revenue in Core/Targeted Growth Businesses8% Business Segment Revenue
30% Consolidated Net Operating Income excluding Reportable Catastrophe Losses ("NOI")60% Consolidated Net Operating Income, excluding Reportable Catastrophe Losses (“NOI”)30% Business Segment Net Operating Income excluding Reportable Catastrophe Losses12% Business Segment Net Operating Income excluding Reportable Catastrophe Losses
•     drive greater collaboration across the enterprise;

•     reinforce the Company’s commitment to drive profitable growth; and

•    promote the success of the Company’s transformation.
30% Consolidated Net Operating Income --- Operating Earnings per Diluted Share, excluding Catastrophe Losses ("NOI EPS")NOI EPS eliminated50% Enterprise Metrics80% Enterprise Metrics
For all NEOs, the financial targets are set at the enterprise level. Revenue is measuredperformance metrics. We utilized payout guidance by consolidated revenue and profitability is measured using consolidated NOI. The NOI financial targets exclude reportable catastrophe losses, which are individual Insurance Services Office (ISO) defined catastrophic events in which losses exceed $5 million, net of reinsurance. Reportable catastrophe losses were excluded because they create volatility that is beyond management’s control, and the Compensation Committee believes management should be focused on the underlying performance of the business.
For Mr. Mergelmeyer, as the Global Housing segment leader, 80% of hisgrading 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 is allocated to enterprise metrics as calculated above and the remainder is allocated to the Global Housing segment. Segment revenue is measured by net earned premiums and fee income within the segment. Segment profitability is measured using segment NOI (excluding reportable catastrophe losses).
2017 Results. The following table sets forth performance targets applicablepayments to our NEOs for 2017, along withis made by the resulting multipliers appliedCompensation and Talent Committee, which retains authority to NEO annual incentive compensation as explainedmake discretionary adjustments in more detail below:the award amounts.

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2017 Annual Incentive Performance TargetsAchievements versus individual performance goals considered by the Compensation and Results1 2Talent Committee when determining each NEO’s individual performance component for 2023 included:

 WeightingFinancial Performance Metric—0.51.01.52.0
2017
Results3
Performance
Metric
Multiplier
 Assurant Enterprise
 60%  Enterprise Profitability: NOI (excluding CATs)$327$357$388$403$432$4131.14
 
 40%Enterprise Revenue$5,679$5,828$5,978$6,127$6,277$5,775
 Global Housing
 80%Enterprise Metrics$245$260$276$288$311$2881.11
 12%Segment Profitability: Segment NOI (excluding CATs)
 
 8%Segment Revenue$2,163$2,220$2,277$2,334$2,391$2,197
Keith W. Demmings
1•Drove financial outperformance through growth initiatives and expense management
•Enhanced and retained key customer relationships through his personal involvement
•Significantly strengthened our capital position
Dollar amounts applicable
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 performance metrics are expressed in millions. The performance targets included in this table are disclosed onlycome to assist investorsmarket
Francesca L. Luthi
•Strengthened culture and other readers in understandingtalent across the Company’s executive compensation. They are not intendedcompany 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 provide guidance on the Company’s future performancedrive growth and should not be relied upon as predictivemanage risk
•Contributed to enhancement of the Company’s futurerisk management organization and focus
Michael P. Campbell
•Led strong recovery of Global Housing financial performance, or the future performance of any of our operating segments
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
2•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
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 since expenses, revenues and other effects associated with acquisition activity during the year and changes in accounting that do not reflect changes in the underlying business are generally excluded when calculating results for purposes of the ESTIP.

The following table shows target annual incentive compensation, the multipliers applied for each NEO and the resulting annual incentive award payout for 2017:

NEO2017 Target Annual Incentive2017 Multiplier2017 Annual Incentive Payment
Alan B. Colberg$1,528,0001.14$1,741,920
Richard S. Dziadzio$625,0001.14$712,500
Christopher J. Pagano$625,0001.14$712,500
Gene E. Mergelmeyer$843,7501.11$936,563
Bart R. Schwartz

$595,0001.14$678,300
Ajay Waghray$525,0001.14$598,500

Annual incentive awards are paid pursuant to the ESTIP. Payments under the ESTIP are generally intended to be deductible as “performance-based compensation” within the meaning of Section 162(m)(4) of the Code. Tax reform legislation recently signed into law expanded the number of individuals covered by Section 162(m) and eliminated the exception for performance-based compensation effective beginning for our 2018 tax year.
The aggregate payments to all ESTIP participants for any performance period cannot exceed 5% of the Company’s adjusted net income in the Company’s periodic reports filed with the SEC (defined as net income as reported in the Company’s income statement, adjusted to eliminate the effects of charges for restructurings, discontinued operations, extraordinary items and other unusual or non-recurring items, and the cumulative effect of tax or accounting charges, each as defined by generally accepted accounting principles in the United States of America (“GAAP”) or identified in the Company’s financial statements, notes to the financial statements or management’s discussion and analysis). This aggregate maximum amount is allocated to all participants equally, except that the
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amount allocatedThe following table shows the actual 2023 cash bonuses paid to the Chief Executive OfficerNEOs 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 Performance2023 Annual Incentive Payment
Enterprise Financial Performance (80% of Total)Individual Performance Component
(20% of Total)
%$%$
Keith W. Demmings$1,500,0001.661,992,0001.30390,000$2,382,000
Keith R. Meier$654,9651.66869,7931.50196,489$1,066,282
Francesca L. Luthi$537,8771.66714,3001.50161,363$875,663
Robert A. Lonergan$500,0001.66664,0001.30130,000$794,000
Michael P. Campbell$468,0001.66621,5041.70159,120$780,624
Richard S. Dziadzio$680,0001.66903,0401.00136,000$1,039,040
1The target annual incentive is twice the amount allocated to the other participants. With respect to 2017calculated by multiplying an NEO’s base salary rate by his or her target annual incentives paid, the Compensation Committee exercised discretion to reduce participants’ awards by applying the pre-established performance goals set forthESTIP opportunity. Mr. Meier’s target annual incentive reflects his increased base salary rate and increased target annual ESTIP opportunity in the table entitled “2017 Annual Incentive Performance Targets and Results”connection with his promotion on page 23. (For additional detailsNovember 15, 2023. Ms. Luthi’s target annual incentive reflects her increased base salary rate in connection with her promotion on Section 162(m), please see the discussion on page 30 under“Tax and Accounting Implications”.)November 15, 2023.

Long-Term EquityInput 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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Image173.jpg2023 EXECUTIVE COMPENSATION PROGRAM

Elements of Compensation

Our NEOs’ total direct compensation has three elements as set forth in the table below:

Compensation ElementObjective/Purpose
Annual base salaryCompetitive 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 below. Base salaries for 2022 and 2023 were as follows:

Name
2022 Base Salary ($)1
2023 Base Salary ($)1
% Increase
Keith W. Demmings1,000,0001,000,000—%
Keith R. Meier2
610,000730,00020%
Francesca L. Luthi3
525,000625,00019%
Robert A. Lonergan500,000500,000—%
Michael P. Campbell520,000520,000—%
Richard S. Dziadzio680,000680,000—%
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 long-termaward amounts depending on performance achievements. Target annual incentive opportunities are expressed as a percentage of base salarysalary. Target award opportunities for each of our NEOs,2023 were as approved byfollows:

Name2023 Base Salary ($)Target Annual Incentive (as a % of Salary)Target Annual Incentive ($)
Keith W. Demmings1,000,000150%1,500,000
Keith R. Meier1
638,521103%654,965
Francesca L. Luthi2
537,877100%537,877
Robert A. Lonergan500,000100%500,000
Michael P. Campbell520,00090%468,000
Richard S. Dziadzio680,000100%680,000

1     Upon Mr. Meier’s promotion to Executive Vice President, Chief Financial Officer, the Compensation and Talent Committee in 2017, areapproved an annual incentive target of 120%, effective as follows: 525%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 CEO, and between 236% and 315% foryear, on a prorated basis, based on the CFO and eacheffective date of the other NEOs. Thesepromotion.
2     Ms. Luthi's target opportunities includeannual incentive was calculated using a one-time 5% increase for 2017 only. The maximum payouttime 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 for PSUs is 200% of target.100%.
75% of
Each year, the annual long-term equity incentive award grantedCompensation and Talent Committee seeks to our NEOs in 2017 was delivered inselect and weight metrics to align with the form of PSUs with a three-year cumulative performance periodCompany’s strategic and 25% was delivered infinancial objectives. For 2023, the form of RSUs, with a three-year annual vesting schedule.
PSUs. The Compensation and Talent Committee selected PSUs as an equity compensation vehiclecontinued to ensure that a portion of long-term equity compensation would be paid if the Company achieves specified financial objectives over an extended period.
For performance periods prior to 2016, for each year in the applicable three-year performance period, Assurant’s performance with respect to selected metrics (described in the chart below) is compared against an index of companies and assigned a percentile ranking. These rankings are then averaged to determine the composite percentile ranking for the three-year performance period. Measurement of performance against the designatedprioritize financial performance metrics includes unusual or non-recurring eventsfocused on profitability and revenue growth (net earned premiums, fees and other extraordinary items.
For the 2016-2018 and 2017-2019 performance periods, Assurant’s performance is measured with respect to two equally weighted metrics, absolute NOI EPS, measured as the sum for each year within the three-year performance period, and TSR relative to the S&P 500 Index, measured over the three-year performance period. Measurement of performance against the designated financial performance metrics includes unusual or non-recurring events and other extraordinary items, unless otherwise determined by the Compensation Committee. NOI EPS excludes reportable catastrophe losses because they create volatility that is beyond management’s control, and the Compensation Committee believes management should be focused on the underlying performance of the business.
After the end of the 2016-2018 and 2017- 2019 performance periods, if the Company has achieved the threshold Section 162(m) goal of positive adjusted earnings per share for the performance period (defined as consolidated Net Operating Income per share, excluding reportable catastrophe losses)income), PSUs shall be considered earnedset at the maximum amountenterprise level, and introduced a new individual performance component to differentiate award payouts and recognize contributions to strategic, financial and leadership goals. The mix of 200% of an NEO’s target opportunity. When determining payout levels below the 200% maximum at the end of such performance period, the Compensation Committee may exercise discretion in its application of the pre-established performance metrics described in the immediately preceding paragraph.for 2023 was as follows:
The changes made by the Compensation Committee to the metrics, index and payout requirements for the ALTEIP are described below.
ESTIP MetricsWeight
Adjusted EBITDA, excluding reportable catastrophes50%
Net earned premiums, fees and other income30%
Individual performance component20%

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Performance-Based Long-Term Equity Plan Design Attributes2023 Financial Performance Levels and Results1,2
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 MetricsWeightThresholdTargetMaximum
Actual3
Performance Factor
Adjusted EBITDA
(excluding reportable catastrophes)4
50%$1,014$1,193$1,312$1,3692.00
Net earned premiums, fees and other income4,5
30%$8,697$10,232$11,767$10,7041.09
Enterprise Financial Performance Factor1.66
Metrics and Weighting
For performance periods before 2016:
Growth in Book Value Per Diluted Share Excluding AOCI1
 - 1/3
Revenue Growth2 - 1/3
Total Stockholder Return (“TSR”)3 - 1/3
Note: all relative metrics
For 2016 and 2017 performance periods:
Absolute NOI EPS4 - 50%
Relative TSR3
 - 50%
Rationale for the changes:
The Compensation Committee believes that these new metrics:
•     complement the metrics in the annual plan; and
•     support the Company’s strategy of growing fee-based, capital light non-insurance businesses that have attractive margins and generate free cash flow.
Performance Measured Against an Industry Index
For the 2015 performance period:
Adjusted S&P Total Market Index: S&P Total Market Index, excluding companies with revenues of less than $1 billion or those that are not in (i) GICS Insurance Industry (code 4030) or (ii) the Managed Health Care Sub-Industry in GICS Health Care Equipment & Services Industry (code 3510); and including companies that are part of our compensation peer group
For 2016 and 2017 performance periods:
TSR measured against S&P 500 Index
Rationale for 2016 changes:
The Compensation Committee believes the S&P 500 Index:
•     reflects a more appropriate group benchmark following the Company’s exit from more traditional lines of insurance;
•     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.
Payout Considerations
For the relative metric(s):
Payout above target if above-median performance is achieved
For performance periods before 2016, payouts capped at 150% of target if the composite percentile ranking is at or above the 75th percentile
For 2016 and 2017 performance periods, 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:
Threshold for payout at pre-determined performance level. Payouts capped at 200% of target. Performance that is greater than threshold and less than maximum of cumulative three-year NOI EPS results in a proportional award. The interpolation is performed between the two corresponding payout tiers.
Rationale for the changes:
The Compensation Committee believes the increase in the maximum payout opportunity:
•     supports the Company’s pay for performance philosophy;
•     appropriately rewards participants for achieving 90th percentile performance against a more diverse industry index; and
•     ensures focus on driving shareholder returns over the long term.
1
Year-over-year growth in the Company’s total stockholder equity, excluding AOCI, divided by diluted shares outstanding at year-end.
2
Year-over-year growth in total revenue (net earned premiums, fee and investment income).
3
Percentage change on Company stock plus dividend yield percentage.
4
Cumulative three-year EPS NOI excluding catastrophe losses.
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Performance-Based Long-Term Equity Plan Design—2017- 2019 Performance Period
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Payments1    Dollar amounts applicable to performance levels are in respect of PSUsmillions. The performance levels included in this table are generallydisclosed 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 deductiblerelied upon as “performance-based compensation” within the meaning of Section 162(m)(4)predictive of the Code. Tax reform legislation recently signed into law expandedCompany’s future performance or the numberfuture performance of individuals covered by Section 162(m)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 eliminatednot adjusted pursuant to the exceptionframework.
4    Payouts are interpolated between points for performance-based compensation effective beginningperformance 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 2018 tax year. (For additional details on Section 162(m), please seeNEOs 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 discussion on page 30 under “Tax and Accounting Implications”). Additional information regarding the terms and conditionsaward may range from zero to 200% of PSUs and RSUs awarded under the ALTEIP is provided under the “Narrativetarget, similar to the Summary Compensation Table and Grantsfinancial 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 Plan-Based Awards Table—Long-Term Equity Incentive Awards” on page 38. For additional information on PSUs and RSUs grantedour pay for performance philosophy. Final approval of all compensation payments to our NEOs in 2016, please see columns (g) and (i), respectively, of the “Grants of Plan-Based Awards Table” on page 37.
In support of Assurant’s pay for performance philosophy, in 2017is made by the Compensation and Talent Committee, approved equity payments for performance share units granted in 2014 based on the metrics described on the previous page. The Compensation Committee determined that the Company’s composite average percentile ranking relativewhich retains authority to companiesmake discretionary adjustments in the applicable index with regard to the three specified financial metrics over the 2014-2016 performance cycle was in the 37th percentile. Because, over the three-year performance cycle, the Company achieved below median performance relative to the designated index of peer companies, each of our NEOs received shares of Common Stock equal to 74% of the target number of PSUs granted in 2014.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:

Yearly Average PSU Percentile RankingKeith 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
2014-2016 Performance PeriodKeith R. MeierPercentile/Percentage
•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
Year 1Francesca L. Luthi57th
•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
Year 2Robert A. Lonergan40th
•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
Year 3Michael P. Campbell13th
•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
Final Three-Year Average Percentile RankingRichard S. Dziadzio37th
•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
Payout as a Percentage of Long-Term Equity Incentive Opportunity74%
RSUs. RSUs typically vest in equal annual installments over a three-year vesting period and are granted in March of each year.
In addition, the Compensation Committee may grant awards to attract executives critical to the success of the Company’s business strategy. Furthermore, from time to time the Compensation Committee may grant special awards to executives who demonstrate exceptional performance and are critical to the success of the Company’s business strategy over the long term. 
These special awards typically consist of RSUs subject to vesting periods that are structured to facilitate retention through important business and/or career milestones. To facilitate retention, these awards will vest over a five-year period, with 10% increments vesting on each of the first four anniversaries of the grant date, and the remaining 60% vesting on the fifth anniversary of the grant date, subject to continued employment through each applicable vesting dates.
The Compensation Committee did not grant any special awards to NEOs in 2017.
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III. The Compensation Committee’s Decision-Making Process
The Compensation Committee oversees our executive compensation program and advises the full Board on general aspects of Assurant’s compensation and benefit policies. The Compensation Committee is composed entirely of independent directors, as determined in accordance with its charter, our Corporate Governance Guidelines and applicable NYSE rules. The Compensation Committee’s charter and our Corporate Governance Guidelines are available under the “Corporate Governance” tab of the “Investor Relations” section of our website at http://ir.assurant.com.
Annual Compensation Review
The following chart outlinestable shows the Compensation Committee’sactual 2023 cash bonuses paid to the NEOs pursuant to our ESTIP annual process in setting NEO compensation:incentive plan. These figures combine the individual performance opportunities, weightings and targets previously discussed.
NEO
2023 Target Annual Incentive 1
Actual Performance2023 Annual Incentive Payment
Enterprise Financial Performance (80% of Total)Individual Performance Component
(20% of Total)
%$%$
Keith W. Demmings$1,500,0001.661,992,0001.30390,000$2,382,000
Keith R. Meier$654,9651.66869,7931.50196,489$1,066,282
Francesca L. Luthi$537,8771.66714,3001.50161,363$875,663
Robert A. Lonergan$500,0001.66664,0001.30130,000$794,000
Michael P. Campbell$468,0001.66621,5041.70159,120$780,624
Richard S. Dziadzio$680,0001.66903,0401.00136,000$1,039,040
Step 1Step 2Step 3
Committee reviews pay for performance analysis prepared by independent compensation consultant.Committee reviews target direct compensation at companies in general industry survey.Committee establishes total direct compensation opportunities for NEOs.
Committee also considers input from the CEO on compensation of other NEOs.
(Availability of compensation data typically lags behind annual schedule used to set executive pay.)
(The Committee also reviews the allocations among each component of total direct compensation.)
For 2017, the Compensation Committee evaluated the recommendations of the CEO (for the compensation of the other NEOs) along with information and analysis provided1The target annual incentive is calculated by Semler Brossy, using data from a general industry survey from Willis Towers Watson. The Compensation Committee exercises its discretion in evaluating, modifying, approving or rejecting the CEO’s recommendations and makes all final decisions with regard tomultiplying an NEO’s base salary short-term incentivesrate by his or her target annual ESTIP opportunity. Mr. Meier’s target annual incentive reflects his increased base salary rate and long-term incentives for all executive officers, including the NEOs. The Compensation Committee also meets periodicallyincreased target annual ESTIP opportunity in executive session without any members of management present to discuss recommendations and make decisionsconnection with respect to compensation of the Company’s executive officers.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.

Input from Management

Our CEO is not involved in the Compensation and Talent Committee’s determination of his compensation. Generally, theThe CEO completes a self-assessment of his own performance against prescribed criteria and each independent director separately assesses CEOthe CEO’s performance using the same criteria.
The 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 consultation with the Chief Human Resources Officer “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 Committee, in consultation with the Company’s CFO and the Chief Human Resources Officer,Talent Committee on the annual incentive planESTIP and ALTEIP performance goals for the Company’s executive officers.

Input from Independent Compensation Consultant
The
Our Compensation and Talent Committee has engaged Semler Brossy as its independent compensation consultant. At the Compensation Committee’s request, theauthority to engage and retain an independent compensation consultant provides analysis 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 on such items as pay competitiveness, incentive plan design, performance measurement, design and use of equity compensation and relevant market practices and trends with respectrecommendations related to the compensation of our executive officers, and non-management directors (as applicable). Among other things, the independent compensation consultant prepares reports, delivers presentations and engages in discussions with the Compensation Committee regarding the information collected. These reports, presentations and discussions may address topics ranging from strategic considerations for compensation programs generally to the amount or specific components of each executive officer’s compensation. The independent compensation consultant also reviewed and provided input on the portions of the Company’s annual proxy statement regarding executiveplan design and director compensation, matters.and providing updates on trends and developments in executive compensation.
At the direction of the Chair of the Compensation Committee, the independent compensation consultant prepares and reviews Compensation Committee materials and management’s recommendations in advance of each
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Compensation Committee meeting or other Compensation Committee communication. The independent compensation consultant participates in most Compensation Committee meetings, in each case at the request of the Chair of the Compensation Committee. 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 theits 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.
Level
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 Provided
In 2017, we aimed to setand 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 at approximately the median levelwith that provided to executives with similar responsibilities at companies included in the general industry survey data described above. Compensation may vary from Willis Towers Watson.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, as described in “Changeswhich concluded that our NEOs were generally appropriately positioned within a competitive range relative to Compensation Levels and Pay Mix for 2017” on page 21.
Following the divestiture and wind-down of the Company’s more traditional insurance businesses, the Compensation Committee determined that a broad set of general industry companies would serve as the most appropriate point of comparison for market competitiveness, replacing the previously used custom peer group. In connection with the Company’s transformation, the Compensation Committee did not identify a peer group that was reflective of the Company’s focussimilarly situated executives based on the housingscope of an NEO’s role and lifestyle marketshis or her skills, experience and fee-based, capital light non-insurance businesses. As an input to theindividual performance. The Compensation Committee’s evaluation of 2017 pay levels, competitive market positioning was evaluated relative to Willis Towers Watson general industry survey data for companies of comparable revenue. The survey includes a broad representation of companies among a variety of industries. The Compensationand Talent Committee will continue to periodically evaluate the survey data used to evaluate pay levels and whether the use of a custom peer group is appropriate as a source ofcan be developed to provide meaningful comparison for level of compensation.evaluating compensation levels.


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IV. Governance FeaturesImage173.jpg2023 EXECUTIVE COMPENSATION PROGRAM

Elements of Compensation

Our NEOs’ total direct compensation has three elements as set forth in the table below:

Compensation ElementObjective/Purpose
Annual base salaryCompetitive 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 below. Base salaries for 2022 and 2023 were as follows:

Name
2022 Base Salary ($)1
2023 Base Salary ($)1
% Increase
Keith W. Demmings1,000,0001,000,000—%
Keith R. Meier2
610,000730,00020%
Francesca L. Luthi3
525,000625,00019%
Robert A. Lonergan500,000500,000—%
Michael P. Campbell520,000520,000—%
Richard S. Dziadzio680,000680,000—%
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:

Name2023 Base Salary ($)Target Annual Incentive (as a % of Salary)Target Annual Incentive ($)
Keith W. Demmings1,000,000150%1,500,000
Keith R. Meier1
638,521103%654,965
Francesca L. Luthi2
537,877100%537,877
Robert A. Lonergan500,000100%500,000
Michael P. Campbell520,00090%468,000
Richard S. Dziadzio680,000100%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 (net 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 MetricsWeight
Adjusted EBITDA, excluding reportable catastrophes50%
Net earned premiums, fees and other income30%
Individual performance component20%

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2023 Financial Performance Levels and Results1,2
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 MetricsWeightThresholdTargetMaximum
Actual3
Performance Factor
Adjusted EBITDA
(excluding reportable catastrophes)4
50%$1,014$1,193$1,312$1,3692.00
Net earned premiums, fees and other income4,5
30%$8,697$10,232$11,767$10,7041.09
Enterprise Financial Performance Factor1.66
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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Compensation Discussion and Analysis
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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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Compensation Discussion and Analysis
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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 Performance2023 Annual Incentive Payment
Enterprise Financial Performance (80% of Total)Individual Performance Component
(20% of Total)
%$%$
Keith W. Demmings$1,500,0001.661,992,0001.30390,000$2,382,000
Keith R. Meier$654,9651.66869,7931.50196,489$1,066,282
Francesca L. Luthi$537,8771.66714,3001.50161,363$875,663
Robert A. Lonergan$500,0001.66664,0001.30130,000$794,000
Michael P. Campbell$468,0001.66621,5041.70159,120$780,624
Richard S. Dziadzio$680,0001.66903,0401.00136,000$1,039,040
1The 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 ($) Value
Number (#) of Units
Grant Date Dollar ($) Value1
Number (#) of Units
Grant Date Dollar ($) Value1
Keith W. Demmings650%43,9314,875,02314,6441,625,0456,500,068
Keith R. Meier280%11,8281,312,5533,943437,5551,750,108
Francesca L. Luthi250%8,871984,4152,957328,1381,312,553
Robert A. Lonergan210%7,097787,5542,366262,5551,050,109
Michael P. Campbell200%7,029780,0082,343260,0031,040,011
Richard S. Dziadzio300%13,7881,530,0544,596510,0182,040,072
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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Compensation Discussion and Analysis
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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”), excluding reportable catastrophes, and TSR relative to the S&P 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 S&P 500 Index.


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Compensation Discussion and Analysis
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Performance-Based Long-Term Equity Plan Design Attributes
Metrics and Weighting
For 2019 - 2022 awards:
Relative TSR1 - 50%
NOI EPS, excluding reportable catastrophes2 - 50%
.

For 2023 awards:
Relative TSR1 - 50%
Adjusted earnings, excluding reportable catastrophes, per diluted share2 - 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 IndexTSR measured against S&P 500 Index
Rationale:
The Compensation and Talent Committee believes the S&P 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.
1Percentage change on Company stock price plus dividend yield percentage.
2Cumulative three-year NOI EPS, excluding reportable catastrophes.
3Cumulative three-year Adjusted earnings, excluding reportable catastrophes, per diluted share.
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Compensation Discussion and Analysis
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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 S&P 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 S&P 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 LevelRanking v. S&P 500 IndexPayout
Maximum90th Percentile200%
Stretch75th Percentile150%
Target50th Percentile100%
Threshold25th Percentile50%
Below ThresholdBelow 25th Percentile0%

Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

NOI EPS 2020-2022 Performance Period1
Performance Level
Cumulative NOI EPS2
Payout
Maximum$38.67200%
Stretch$36.99125%
Above Target$35.31110%
Target$33.63100%
Near Target$31.9590%
Below Target$30.2775%
Threshold$28.5950%
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Compensation Discussion and Analysis
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Below Threshold$28.58 or less0%
1Includes Global Preneed adjustment to the goal. For more information, please see “PSUs” on page 57.
2Cumulative three-year NOI EPS, excluding reportable catastrophes.

Performance-Based Long-Term Equity Plan Design — NOI EPS Metric
NOI EPS 2021-2023 Performance Period1
Performance Level
Cumulative NOI EPS2
Payout
Maximum$42.78200%
Stretch$40.92125%
Above Target$39.06110%
Target$37.20100%
Near Target$35.3490%
Below Target$33.4875%
Threshold$31.6250%
Below Threshold$31.61 or less0%
1Includes Global Preneed adjustment to the goal. For more information, please see “PSUs” on page 57.
2Cumulative 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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Compensation Discussion and Analysis
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Image180.jpgOUR 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 encourage prudent risk management. Summarized below are the key governance features of our executive compensation programs.
Executive Compensation Recoupment (“Clawback”) Policy
Effective January 1, 2012, the Compensation Committee implemented a policy regarding the recoupment of performance-based incentive compensation awarded to the Company’s key executives on or after such date. The policy provides that, in the event that the Company is required to prepare a restatement of its financial results due to material noncompliance with any financial reporting requirement under the securities laws, the Compensation Committee may recover the excess of (x) any annual cash incentive and long-term cash or equity-based incentive award amounts provided to any of the Company’s current or former executive officers based on the original financial statements (including any deferrals thereof) over (y) the amounts that would have been provided based on the restatement. The recovery period may comprise up to three years preceding the date on which the Company is required to prepare the restatement. This is in addition to the clawback requirements of the Sarbanes-Oxley Act applicable to the CEO and CFO.
Stock Ownership Guidelines
The Company adopted Stock Ownership Guidelines and holding requirements for its non-employee directors and certain senior executives.executive officers. The current Stock Ownership Guidelines are as follows:
PositionMinimum Stock Ownership Requirement
Non-Employee DirectorMarket value of 5 times annual base cash retainer
Chief Executive OfficerMarket value of 56 times current base salary
Other Executive OfficersMarket value of 3 times current base salary
IndividualsCovered individuals have five years from their permanent appointment to a specified position to acquire the required holdings. AnEligible 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 may not disposeor immediate family member; and all restricted stock and RSUs (vested and unvested). Unearned PSUs are excluded as an eligible source of any holdings untilshares. Until a covered individual meets the required ownership level, such individual acquires the required holdings. The Compensation Committee tracks the ownership amountsis generally prohibited from selling or otherwise transferring more than 50% of the non-employee directors and applicable executives on an annual basis.net after-tax shares of common stock acquired upon any vesting of RSUs or PSUs. As of December 31, 2017,2023, all of our executive officers, except for Mr. Dziadzio,non-employee directors and NEOs were in compliance with the Company’s Stock Ownership Guidelines. Mr. Dziadzio is building towardGuidelines, taking into account the required holdings consistentfive-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 Guidelines.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.
Timing
In addition, our robust recoupment provisions go beyond currently applicable legal requirements. We may additionally require repayment of Equity Grants
Assurant does not coordinate the timing ofgains realized under equity awards withand 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 releaseterms of material non-public information. Priorthe
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Compensation Discussion and Analysis
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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 2018,termination in specified instances of executive misconduct under the Company’s Equity Grant Policy, annual equity awards granted byterms of the Compensation Committee pursuant to the ALTEIP were granted on the second Thursday of March each year. Starting in 2018, annual equity awards will be granted on March 16 each year.ESTIP.

Prohibition on Hedging and Pledging Transactions
TheEmployees, including the NEOs, and directors are subject to the Company’s Insider Trading Policy, which prohibits employees and directorsthem from engaging in hedging or monetizing transactions, such as zero-cost collars and forward sale contracts, with respect to Company securities they own as well asor 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.
Tax and Accounting Implications
Historically, Section 162(m)Timing of the Code limited the federal income tax deductibility of certain compensation amounts in excess of $1 million paid to a public corporation’s chief executive officer and the three other most highly-paid executive officers (other than the chief financial officer) unless such executive compensation was awarded under a performance-based plan approved by stockholders and met certain additional requirements. Effective beginning in 2013, Section 162(m)(6), which applies to compensation paid by health insurance companies and their affiliates
Table of Contents
Compensation Discussion & Analysis
Part - IV. Governance Features of Executive Compensation

including the Company and its subsidiaries, was added to the Code as part of the Patient Protection and Affordable Care Act. It limits deductible compensation to $500,000 per employee and has no exception for qualified performance-based compensation. The Compensation Committee has continued to emphasize performance-based compensation that attracts, retains and rewards the executives necessary to successfully execute the Company’s business strategy. In 2016 and 2017, the Company was exempt from Section 162(m)(6) based on the de minimis exception applicable to companies whose revenue from certain health premiums accounts for less than 2% of total revenue. While the Compensation Committee generally seeks to pay compensation that is deductible, it reserves the right to pay non-deductible compensation to the extent it deems appropriate. Tax reform legislation recently signed into law expands the number of individuals covered by Section 162(m) to include our CFO and eliminates the exception for performance-based compensation effective for our 2018 tax year.Equity Grants
The compensation that we pay toCompany does not coordinate the NEOs is reflected in our consolidated financial statements as required by GAAP. The Compensation Committee considers the financial statement impact, along with other factors, in determining the amount and formtiming of compensation provided to executives. We account for stock-based compensation under the ALTEIP and all predecessor plans in accordanceequity awards with the requirementsrelease of FASB ASC Topic 718.
material non-public information. Annual equity awards are granted on March 16 of each year.
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Compensation Discussion & Analysis
Change in Control
Part - V. Benefits

V. Benefits
Assurant’s NEOs participate in the same health care, disability, life insurance, pension and 401(k) benefit plans made available generally to the Company’s U.S. employees. In addition, they are eligible for certain change of control benefits, supplemental retirement plans and executive disability benefits as described below.
Change of Control Benefits. Assurant is party to a change ofin control agreement (a “COC“CIC Agreement”) with each of its NEOs. The purpose of these COCCIC 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 COCCIC Agreements with our NEOs contain a “double trigger,” specificallytrigger” provision, meaning that benefits are generally payable only upon a termination of employment “without cause” by the Company or for “good reason” by the executiveNEO within two years following a change ofin control. Executives who have COCCIC Agreements are also subject to non-compete and non-solicitation provisions. In addition, theseThese agreements do not contain excise tax gross-up provisions. Rather, in the event of a change of control, our NEOs are entitled to receive either (i) the full benefits payable in connection with a change of control (whether under the COC Agreement or otherwise) or (ii) a reduced amount that falls below the applicable safe harbor provided under Section 280G of the Code, whichever amount provides the greater after-tax value for the executive. Additional information regarding the terms and conditions of the COCCIC Agreements is provided under “Narrative to the Potential Payments Upon Termination or Change ofin Control Table—— Change ofin Control Agreements” on pages 51-53.page 78.
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Compensation Discussion and Analysis
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Image180.jpgOTHER 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. We have
Our NEOs participate in both the 401(k) Plan and an Executive 401(k) Plan (the “Executive 401(k) Plan”) and a 401(k) Plan (the “401(k) Plan”). These retirement plans are intended to provide our NEOs with competitive levels of income replacement upon retirement and thus to attract and retain talented executivestalent in key positions. The Executive 401(k) Plan is designed to replace income levels capped under the 401(k) Plan by the compensation limit of Section 401(a)(17) of the Code ($270,000 for 2017).Code. Additional information regarding the terms and conditions of these plans is provided under “Narrative to the Nonqualified Defined Contribution and Other Nonqualified“Nonqualified Deferred Compensation Plans Table”Plans” table on page 47.73.
We have a Supplemental Executive Retirement Plan (the “SERP”),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 compensation limit of Section 401(a)(17) of the Code. The SERP supplements the pension benefits provided under the Pension Plan, Executive Pension Plan and Social Security so that total income replacement from these programs will equal up to 50% of an NEO’s base salary plus his annual incentive target. Effective January 1, 2014, the SERP, Executive Pension Plan and Pension Plan were closed to new participants. Effective March 1, 2016, the SERP, Executive Pension Plan and Pension PlanBoth plans were frozen to better align our benefit offerings with the marketplace. Noand no additional benefits will have accrued after February 29, 2016 for any of these plans.since 2016. Additional information regarding the terms and conditions of these plans is provided under “Narrative to the Pension Benefits Table”“Pension Benefits” on page 42.71.
Deferred Compensation Plans. 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 then notionally invested in a variety of mutual funds. Deferrals and withdrawals under the ADC Plan are intended to comply with Section 409A of the Code (“Section 409A”). Before the adoption of Section 409A and the establishment of the ADC Plan in 2005, the NEOs were eligible to participate in either the Assurant Investment Plan or the American Security Insurance Company Investment Plan (the “ASIC Plan”). However, after the enactment of Section 409A, both plans were frozen as of January 1, 2005 and, currently, only withdrawals are permitted. Additional information regarding the terms and conditions of the ASICADC Plan is provided under “Narrative to the Nonqualified Defined Contribution and Other Nonqualified“Nonqualified Deferred Compensation Plans Table”Plans” table on page 47.73.
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. LTD benefits replace 60% of an employee’s monthly plan pay (which is generally defined as base salary plus the amount of the employee’s target bonus percentage), up to a maximum monthly benefit of $15,000. As an additional benefit, each NEO is eligible for Executive LTD coverage, subject to underwriting for amounts in excess of a guaranteed monthly benefit of $3,000. Executive LTD supplements benefits payable under the group LTD policy andwhich provides a maximum monthly benefit of $10,000. The combined maximum LTD (group LTD and Executive LTD) benefit is $25,000 per
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Compensation Discussion & Analysis
Part - V. Benefits

month. Executive LTD is provided through the purchase of individual policies and is fully paid for by the Company. Additional information regarding Executive LTD benefits is provided in footnote 32 to the Summary Compensation Table on page 35.65.
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.

Table
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Compensation Committee Report
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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
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EXECUTIVE COMPENSATION
SummaryExecutive Compensation
Image183.jpgSUMMARY COMPENSATION TABLE
The following table sets forth the cashbelow shows compensation provided to our NEOs during 2021, 2022 and other compensation earned by the NEOs for all services in all capacities during 2017, 2016 and 2015 as applicable.2023.
Summary Compensation Table for Fiscal Years 2017, 2016 and 2015
Name and
Principal
Position
YearSalary
($)		Bonus
($)
Stock
Awards1
($)
Option
Awards
($)		Non-Equity
Incentive
Plan
Compensation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings ($)
All Other
Compensation2
($)
Total
($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Keith W. Demmings,
President, Chief
Executive Officer		20231,000,000—6,672,937—2,382,000—276,08710,331,024
2022988,462—5,924,103—1,230,000—229,7168,372,281
2021636,808—2,760,315—791,020—267,0934,455,236
Keith R. Meier,
Executive Vice President, Chief Financial Officer3 (effective November 15)
2023633,712—1,796,651—1,066,282—128,7873,625,432
2022606,154—1,662,399—500,200—124,7512,893,504
Francesca L. Luthi,
Executive Vice President, Chief Operating Officer (effective November 15)		2023533,846—1,347,460—875,663—128,1962,885,165
2022525,000—1,399,620—430,500—134,5442,489,664
2021525,000—1,106,962—609,000—146,9012,387,863
Robert A. Lonergan,
Executive Vice President, Chief Strategy and Risk Officer3
2023500,000—1,078,036—794,000—118,9772,491,013
2022500,000—2,656,911—410,000—119,9133,686,824
Michael P. Campbell, Executive Vice President, President Global Housing4
2023520,000—1,067,670—780,624—116,8802,485,174
Richard S. Dziadzio,
Former Executive Vice President, Chief Financial Officer (through November 15)		2023680,000—2,094,328—1,039,040—212,1464,025,514
2022680,000—2,417,074—557,600—233,4273,888,101
2021680,000—1,971,330—788,800—344,9183,785,048
Name and
Principal
Position
Year
Salary
($)
Bonus
($)
Stock
Awards1
($)
Option
Awards
($)
Non-Equity
Incentive
Plan
Compen-
sation
($)
Change in
Pension
Value and
Nonqualified
Deferred
Compen-
sation
Earnings2 ($)
All Other
Compensation3
($)
Total
($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)
Alan B. Colberg,
President and Chief
Executive Officer
(effective January 1, 2015)
2017955,000—5,942,923—1,741,920388,195246,7059,274,743
2016955,000—4,696,423—1,130,720627,302388,4367,797,881
2015850,000—3,822,671—2,080,8001,355,910164,8448,274,225
Richard S. Dziadzio,
Executive Vice President, Chief Financial Officer and Treasurer (effective July 18, 2016)
         
2017625,000—1,948,460—712,500—105,1623,391,122
2016283,205—2,331,766—462,500—26,3263,103,797
Gene E. Mergelmeyer,
Executive Vice President and Chief Operating Officer (effective July 1, 2016)
2017675,000—2,520,344—936,5631,028,023252,2595,412,189
2016657,500—2,556,017—700,313900,332315,2915,129,453
2015630,000—1,416,644—1,262,520452,456215,8383,977,458
Christopher J. Pagano,
Executive Vice President and Chief Risk Officer (effective July 18, 2016)
2017625,000—1,748,435—712,5001,008,361162,3644,256,660
2016639,583
50,0004
2,030,393—528,525631,888269,3414,149,730
2015650,000—1,624,031—1,193,400512,028162,9464,142,405
Bart R. Schwartz,
Executive Vice President, Chief Legal Officer and Secretary (through October 30, 2017)5
2017595,000—1,777,349—678,300268,523141,1063,460,278
2016595,000—1,478,457—440,300260,104220,6292,994,490
2015585,000—1,315,486—895,050386,205140,6173,322,358
Ajay Waghray, 
Executive Vice President and Chief Technology Officer (effective May, 9 2016)
         
2017525,000—1,468,555—598,500—291,2542,883,309
2016338,335—2,093,043—388,500—290,0753,109,953
1
The amounts reported in column (e) for 2017, 2016 and 2015 represent awards of PSUs and RSUs. These amounts 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 page 37 for the closing price on the grant date for 2017 awards.
1The 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 page 67 for the closing price on the grant date for 2023 awards.
The amounts included in column (e) for PSUs were computed based on the achievement of target level performance as the probable outcome of the performance condition for each award. As described in “CD&A—Long-Term Equity Incentive Compensation—PSUs”Compensation — PSUs” on page 24,57, payouts for PSU awards can range from no payout to 150-200%200% maximum payout depending on the performance period.payout.
Assuming the achievement of maximum level performance for each NEO, the amounts in column (e) (representing both RSUs and PSUs)representing only PSUs would be as follows: (i) for awards granted in 2017: $10,632,4222023: $10,095,783 for Mr. Colberg; $3,485,944Demmings; $2,718,193 for Mr. Dziadzio; $3,128,081Meier; $2,038,645 for Ms. Luthi; $1,630,962 for Mr. Pagano; $4,509,149Lonergan; $1,615,334 for Mr. Mergelmeyer; $2,627,402Campbell; and $3,168,620 for Mr. Waghray; and $3,179,810 for Mr. Schwartz;Dziadzio; (ii) for awards granted in 2016    : $8,258,8062022: $9,348,233 for Mr. Colberg; $3,436,046Demmings; $2,623,173 for Mr. Dziadzio; $3,306,503Meier; $2,208,507 for Ms. Luthi; $4,788,649 for Mr. Pagano; $3,812,511Lonergan; and $3,814,142 for Mr. Mergelmeyer; $3,020,674 for Mr. Waghray; and $2,599,887 for Mr. Schwartz; andDziadzio; (iii) for awards granted in 2015: $5,255,8752021: $4,211,404 for Mr. Colberg; $2,232,927Demmings; $1,688,819 for Ms. Luthi; and $3,007,583 for Mr. Pagano; $1,947,771 for Mr. Mergelmeyer; and $1,808,686 for Mr. Schwartz.Dziadzio.
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Executive Compensation
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Please see Footnote 18, 21, Stock Based Compensation—Performance Share Units,, of to the Company’sconsolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017,2023, as filed with the SEC (the “2017 Form 10-K”) for a discussion of the assumptions used in this valuation.
2
The change in pension value is the aggregate change in the actuarial present value of the respective NEO’s accumulated benefit under the Company’s three defined benefit pension plans (the SERP, the Executive Pension Plan and the Assurant Pension Plan) from December 31, 2016 to December 31, 2017, from December 31, 2015 to December 31, 2016 and from December 31, 2014 to December 31, 2015. For each plan, the change in the pension value is determined as the present value of the NEO’s accumulated benefits as of December 31, 2015, December 31, 2016 or December 31, 2017 plus the amount of any benefits paid from the plan during the year less the present value of the accumulated benefits as of December 31, 2014, December 31, 2015 or December 31,


2016, as applicable. Present values of accumulated benefits as of December 31, 2014, December 31, 2015, December 31, 2016 and December 31, 2017 use2The table below details the same assumptions as includedamounts reported in the financial statements“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:
NameExecutive
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.

aThe amounts in this column reflect the Company’s Annual Reports on Form 10-K for the fiscal years ending December 31, 2014, December 31, 2015, December 31, 2016dollar value of dividends and December 31, 2017, respectively, as filed with the SEC. Effective February 29, 2016, the accrual of additional benefits under the SERP, Executive Pension and Pension Plans was frozen.
3
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 Assurant 401(k) Plan, dividends and dividend equivalents, and certain other amounts during 2017:
Name
Executive
LTD
Company
Contributions
to Executive
401(k)
Company
Contributions
to Assurant
401(k)
Dividends
and
Dividend
Equivalentsa
Other
Amountsb
Total
Alan B. Colberg$6,284$108,943$16,200$115,278$—$246,705
Richard S. Dziadzio$5,670$49,050$16,200$34,242$—$105,162
Gene E. Mergelmeyer$9,493$68,344$16,200$124,072$34,150$252,259
Christopher J. Pagano$2,785$53,012$16,200$90,367$—$162,364
Bart R. Schwartz$8,368$45,918$16,200$70,620$—$141,106
Ajay Waghray$6,080$38,610$16,200$30,364$200,000$291,254
a
The amounts in this column reflect the dollar value of dividends and dividend equivalents paid in 2017dividend 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 2014 PSUs for shares vested in 2017; and on 2013 PSUs for shares vested in 2016. No dividends or dividend equivalents were paid on PSUs granted in 2017, 2016 or 2015.
b
Amounts in this column reflect: (i) in the case of Mr. Mergelmeyer, a $33,750 payment made in 2017 for unused vacation time during 2017 and $400 Health Savings Account taxable income, as required by California state law; and (ii) in the case of Mr. Waghray, $200,000 in relocation expenses; no tax gross ups were provided to Mr. Waghray in relation to this benefit.
4 Mr. Pagano received a $50,000 cash bonus in recognition of his leadership during the transformation in the finance department and his simultaneous leadership of the enterprise risk management function.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.
5 Mr. Schwartz is an NEO despite not being an executive officer at the end of 2017 because of 17 CFR 229.402(a)(3)(iv).


Table
       66                                                             Notice of ContentsExecutive Compensation2024 Annual Meeting of Stockholders and Proxy Statement










CEO Pay Ratio

For 2017 and future years, the Securities and Exchange Commission ("SEC") requires a public company to disclose the ratio of the compensation of its Chief Executive Officer (“CEO”) to the compensation of its median employee. Our CEO is Mr. Colberg.
SEC rules allow us to select a methodology for identifying the median employee that is appropriate based on our size, organizational structure and compensation programs. We identified the median employee by ranking the total cash compensation, including base pay, overtime and cash incentive pay, for all employees, excluding our CEO, who were employed by us as of October 1, 2017. We selected October 1, 2017 as a cutoff date to allow ourselves the additional time to collect the required pay details and complete the calculation. 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 US and non-US employees, employed on a full-time, part-time or temporary basis. The calculation covers 14,618 employees in total.
Actual base pay during the period October 1, 2016 through September 30, 2017 was used for all participants. No compensation components were annualized.
We included overtime pay and cash incentive compensation, including shift differentials, referral bonuses, and "sign-on" bonuses, paid during the period October 1, 2016 through September 30, 2017.
For the non-US population, a 12-month average of the monthly exchange rates (October 2016 - September 2017) was used to convert all foreign currency payments to US 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 2017 pay ratio is intended to be a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
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 2017 Summary Compensation Table found on page 34. For 2017, we estimate that our CEO to median employee pay ratio is: 221.6, the annual total compensation for the median employee was $41,853, and the annual total compensation for our CEO was $9,274,743.


Table of Contents
Executive Compensation
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Grants of Plan-Based AwardsImage186.jpgGRANTS OF PLAN-BASED AWARDS
The table below sets forth individual grantseach grant of awardsan award made to our NEOs during 2023 under any incentive plan.
NameGrant
Date		Award Type
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards1
Estimated Future
Payouts Under
Equity Incentive
Plan Awards2
All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
Grant
Date Fair
Value of
Stock
Awards
($)3
 
Threshold
($)
Target
($)		Maximum
($)		Threshold
(#)		Target
(#)		Maximum
(#)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)
Keith W. Demmings3/16/2023RSU——————14,6441,625,045
3/16/2023PSU———21,96643,93187,862—5,047,892
—Annual Incentive01,500,0003,000,000—————
Keith R. Meier3/16/2023RSU——————3,943437,555
3/16/2023PSU———5,91411,82823,656—1,359,096
—Annual Incentive0654,9651,309,929—————
Francesca L. Luthi3/16/2023RSU——————2,957328,138
3/16/2023PSU———4,4368,87117,742—1,019,322
—Annual Incentive0537,8771,075,753—————
Robert A. Lonergan3/16/2023RSU——————2,366262,555
3/16/2023PSU———3,5497,09714,194—815,481
—Annual Incentive0500,0001,000,000—————
Michael P. Campbell3/16/2023RSU——————2,343260,003
3/16/2023PSU———3,5157,02914,058—807,667
—Annual Incentive0468,000936,000—————
Richard S. Dziadzio3/16/2023RSU——————4,596510,018
3/16/2023PSU———6,89413,78827,576—1,584,310
—Annual Incentive0680,0001,360,000—————
1The values in columns (d), (e), and (f) are based on multiplying a 0 (threshold), 1 (target), and 2 (maximum) multiplier times each NEO’s annual incentive target award percentage. The actual annual incentive award earned by each NEO during 2017.for 2023 performance is reported in the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.
Grants of Plan-Based Awards Table2As described in the “CD&A — Long-Term Equity Incentive Compensation — PSUs” on page 57, payouts for Fiscal Year 2017PSU awards can range from no payment to 200% maximum payout.
Name
Grant
Date
Estimated Future
Payouts Under Non-Equity
Incentive Plan Awards1
Estimated Future
Payouts Under
Equity Incentive
Plan Awards2
All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)3
 
Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)
Maximum
(#)
(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k)(l)
Alan Colberg3/9/2017——————12,538——$1,253,424
3/9/2017———18,80737,61475,228———$4,689,499
—01,528,0003,056,000———————
Richard S. Dziadzio3/9/2017——————4,111——$410,977
3/9/2017———6,16612,33224,664———$1,537,483
—0625,0001,250,000———————
Christopher J. Pagano3/9/2017——————3,689——$368,789
3/9/2017———5,53311,06622,132———$1,379,646
—0625,0001,250,000———————
Gene E. Mergelmeyer3/9/2017——————5,317——$531,540
3/9/2017———7,97615,95231,904———$1,988,804
—0843,7501,687,500———————
Bart R. Schwartz3/9/2017——————3,750——$374,888
3/9/2017———5,62511,24922,498———$1,402,461
—0595,0001,190,000———————
Ajay Waghray3/9/2017——————3,098——$309,707
3/9/2017———4,6489,29518,590———$1,158,848
—0525,0001,050,000———————
1
The values in columns (c), (d), and (e) 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 2017 performance is reported in the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.
2
As described in the “CD&A — Long-Term Equity Incentive Compensation — PSUs” on pages 24, payouts for PSU awards can range from no payment to 200% maximum payout.
3
The base price of 2017 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.
3The base price of 20172023 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 18, 21,Stock Based Compensation-PerformanceCompensation - Performance Share Units,, of to the Company’s 2017consolidated financial statements included in the Company’s 2023 Form 10-K for a discussion of the assumptions used in this valuation.

Table
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Executive Compensation
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Image191.jpgOUTSTANDING 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.
Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table
Stock Awards1
NameNumber of Shares or Units of Stock That Have Not Vested (#)
Market Value of Shares or Units of Stock That Have Not Vested2 ($)
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested2 ($)
(a)(b)(c)(d)(e)
Keith W. Demmings3,600  6606,564 
744  3125,357 
731  8123,166 
4,780  4805,382 
14,644  52,467,368 
13,388 92,255,744 
13,156 102,216,654 
43,014 117,247,429 
87,862 1214,803,868 
Keith R. Meier625  7105,306 
464  378,179 
1,342  4226,114 
3,943  5664,356 
8,352 91,407,228 
12,070 112,033,674 
23,656 123,985,799 
Francesca L. Luthi637 3107,328 
1,130 4190,394 
2,957 5498,225 
11,464 91,931,569 
10,162 111,712,195 
17,742 122,989,350 
Robert A. Lonergan607 3102,273 
1,004 4169,164 
2,366 5398,647 
10,918 91,839,574 
22,034 113,712,509 
14,194 122,391,547 
Michael P. Campbell2,343 5394,772 
8,516 91,434,861 
8,948 111,507,649 
14,058 122,368,632 
Richard S. Dziadzio1,135 3191,236 
1,950 4328,556 
4,596 5774,380 
20,416 93,439,892 
17,550 112,957,000 
27,576 124,646,280 
Annual Incentive Awards
Annual incentive
       68                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Executive Compensation
Assurant logo white with blue BG (1).jpg
1These columns represent awards are paid pursuant to the ESTIP approved by the Company’s stockholders in May 2008. After the end of each year, the Compensation Committee certifies the amount of the Company’s net income and the maximum award amounts that can be paid under the ESTIP. The Compensation Committee then has discretion to pay an incentiveALTEIP. Awards are PSUs or RSUs.
2Value was determined using the December 29, 2023 closing price of our common stock of $168.49.
3This RSU award that is less than the applicable maximum. For 2017, the Compensation Committee exercised discretion to reduce participants’ awards by applying the performance goals described in the CD&A under “—2017 Annual Incentive Compensation” beginningwas granted on page 22. The threshold, targetMarch 16, 2021 and maximum payout amounts disclosed in the Grants of Plan-Based Awards Table reflect the application of the performance goals.
Long-Term Equity Incentive Awards
Equity-based awards to our NEOs are currently granted under the ALTEIP. The ALTEIP was approved by the Company’s stockholders in May 2017. Prior to May 2017, all equity-based awards were granted pursuant to the Assurant, Inc. Long Term Equity Incentive Plan, which was originally approved by stockholders in 2008 with the material terms of the performance goals thereunder reapproved by the Company’s stockholders in May 2015.
Generally, RSUs vestvests in three equal annual installments on each of the first three anniversaries of the grant date, subject to full or partial accelerationdate.
4This RSU award was granted on March 16, 2022 and vests in connection with certain qualifying events. The RSUsthree equal annual installments on each of the first three anniversaries of the grant date.
5This RSU award was granted upon hiring or as special awards to Messrs. Pagano, Colbergon March 16, 2023 and Mergelmeyervests in three equal annual installments on each of the first three anniversaries of the grant date.
6This RSU award was granted on November 2013, to Messrs. Pagano16, 2019 and Mergelmeyervests in May 2014, to Messrs. Waghray and Pagano in May 2016 and to Messrs. Dziadzio and Mergelmeyer in July and September 2016, respectively, vest over a five-year period, with four 10% increments vestinginstallments on each of the first four anniversaries of the grant date, with thedate. The remaining 60% vestinginstallment vests on the fifth anniversary of the grant date, subject todate.
7This RSU award was granted on January 2, 2020 and vests in four equal annual installments on each of their continued employment through the applicable vesting dates (withfirst four anniversaries of the exceptiongrant date.
8This RSU award was granted on May 18, 2021 and vests in three equal annual installments on each of a termination without cause for Mr. Dziadzio). Dividend equivalentsthe first three anniversaries of the grant date.
9This PSU award was granted on RSUs are paid in cash during the vesting period. Participants do not have voting rights with respect to RSUs.
PSUs vestMarch 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 participant’s continuous employment throughfinal 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.
10This 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.
11This 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.
12This 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.
       69                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Executive Compensation
Assurant logo white with blue BG (1).jpg
Image193.jpgSTOCK 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
NameNumber of Shares Acquired on Vesting
(#)		 
Value Realized on Vesting
($) 1
(a)(b) (c)
Keith W. Demmings
RSUs5,682 675,132 
PSUs9,099 21,009,716 
Keith R. Meier
RSUs5,413 651,757 
PSUs4,883 2541,867 
Francesca L. Luthi
RSUs5,027 602,816 
PSUs6,168 2684,463 
Robert A. Lonergan
RSUs1,935 214,727 
PSUs6,168 2684,463 
Michael P. Campbell
RSUs2,687 3312,182 
PSUs5,402 2599,460 
Richard S. Dziadzio
RSUs3,967 440,218 
PSUs13,875 21,539,709 
1The value realized on vesting was determined using the closing price of our common stock on the vesting date and(or prior trading day if the levelvesting date fell on a weekend or holiday).
2These amounts represent the value of performance achieved. Dividend equivalents on PSUs are accrued and paidPSU awards granted in cash at the end of the performance period2020 that, in accordance with the level of performance achieved. Participants do not have voting rights with respect to PSUs.
For a discussionterms of the role of long-term equity incentive compensationapplicable award agreements, became fully vested in our overall NEO compensation program, as well as an explanation2023. The performance ranking for these awards fell below the median performance of the ratiopeer group which resulted in a final payout amount of long-term equity incentive compensation83% of target shares awarded.
3This amount includes the value of outstanding RSU awards granted to total compensation, please see “CD&A —Mix of Target Total Direct Compensation Elements” and “—Long-Term Equity Incentive Compensation” on pages 21 and 24, respectively.


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Outstanding Equity Awards at Fiscal Year End
The table below provides information concerning unexercised options and stockMr. Campbell in 2022 that, has not vested for each NEO outstanding as of December 31, 2017.
Outstanding Equity Awards Table for Fiscal Year 2017
Option Awards
Stock Awards1
NameNumber of Securities Underlying Unexercised Options (#) ExercisableNumber of Securities Underlying Unexercised Options (#) UnexercisableEquity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)Option Exercise Price ($)Option Expiration DateNumber of Shares or Units of Stock That Have Not Vested (#) 
Market Value of Shares or Units of Stock That Have Not Vested2 ($)
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 Vested2 ($)
(a)(b)(c)(d)(e)(f)(g) (h)(i) (j)
Alan Colberg     2,100
9 
211,764
   
     5,152
3 
519,528
   
     9,847
7 
992,971
   
     12,538
8 
1,264,332
   
        26,429
6 
2,665,100
        29,688
4 
2,993,738
        18,807
5 
1,896,498
Richard S. Dziadzio     2,676
12 
269,848
   
     9,000
13 
907,560
   
     4,111
8 
414,553
   
        8,067
11 
813,476
        6,166
5 
621,779
Christopher J. Pagano     2,100
9 
211,764
   
     2,100
10 
211,764
   
     2,189
3 
220,739
   
     3,528
7 
355,764
   
     3,600
14 
363,024
   
     3,689
8 
371,999
   
        11,228
6 
1,132,232
        10,635
4 
1,072,433
        5,533
5 
557,948
Gene E. Mergelmeyer     5,317
8 
536,166
   
     




9,794
6 
987,627
        10,471
4 
1,055,896
        7,976
5 
804,300
Bart R. Schwartz     3,750
8 
378,150
   
        9,095
6 
917,140
        9,346
4 
942,451
        5,625
5 
567,225

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Ajay Waghray     2,263
16 
228,201
   
     9,000
14 
907,560
   
     3,098
8 
312,402
   
        6,822
15 
687,930
        4,648
5 
468,704
1
These columns represent awards under the ALTEIP. Awards are PSUs or RSUs.
2
Value was determined using the December 29, 2017 closing price of our Common Stock of $100.84.
3
This RSU award was granted on March 12, 2015 and vests in three equal annual installments on each of the first three anniversaries of the grant date.
4
This PSU award was granted on March 10, 2016 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for this award in columns (i) and (j) are reported at 67% of target level. The ultimate payout under this PSU award is based on a final determination of performance during the full 2017-2018 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.
5
This PSU award was granted on March 9, 2017 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for this award in columns (i) and (j) are reported at threshold levels, as the Company’s ranked average performance for 2017 relative to the applicable index was not determinable as of the date of filing of this proxy statement. The ultimate payout under this PSU award is based on a final determination of performance during the full 2017-2019 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.
6
This PSU award was granted on March 12, 2015 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for this award in columns (i) and (j) are reported at 57% of target level. The ultimate payout under this PSU award is based on a final determination of performance during the full 2016-2017 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.
7
This RSU award was granted on March 10, 2016 and vests in three equal annual installments on each of the first three anniversaries of the grant date.
8
This RSU award was granted on March 9, 2017 and vests in three equal annual installments on each of the first three anniversaries of the grant date.
9
This RSU award was granted on November 14, 2013 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.
10
This RSU award was granted on May 8, 2014 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.
11
This PSU award was granted on July 18, 2016 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for this award in columns (i) and (j) are reported at 67% of target target level. The ultimate payout under this PSU award is based on a final determination of performance during the full 2017-2018 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.
12
This RSU award was granted on July 18, 2016 and vests in three equal annual installments on each of the first three anniversaries of the grant date.
13
This RSU award was granted on July 18, 2016 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.
14
This RSU award was granted on May 10, 2016 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.
15
This PSU award was granted on May 10, 2016 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for this award in columns (i) and (j) are reported at 67% of target target level. The ultimate payout under this PSU award is based on a final determination of performance during the full 2017-2018 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.
16
This RSU award was granted on May 10, 2016 and vests in three equal annual installments on each of the first three anniversaries of the grant date.


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Option Exercises and Stock Vested in Last Fiscal Year
The following table provides information regarding allaccordance with the terms of the SARs that were exercised by the NEOs during 2017, and all RSUs, PSUs and sharesapplicable award agreements, became fully vested in 2023 because Mr. Campbell is eligible for retirement. Payouts in respect of restricted stock held by the NEOs that vested during 2017 on an aggregated basis.
Option Exercises and Stock Vested Table for Fiscal Year 2017
Option AwardsStock Awards
Name
Number of
Shares
Acquired on
Exercise
(#)
Value
Realized
on Exercise
($) 1
Number of
Shares
Acquired on
Vesting
(#)
 
Value
Realized on
Vesting
($) 1
(a)(b)(c)(d) (e)
Alan B. Colberg—
—
350
  
34,598
   1,630
  
162,038
   5,152
  
513,345
   4,923

490,528
   10,853
3 
1,027,779
Richard S. Dziadzio—
—
1,338
  
139,875
   1,000
 104,540
Christopher J. Pagano—
—
350
  
34,598
   1,630
  
162,038
   300

31,590
   2,189
  
218,112
   1,763
  
175,665
   400
  
41,452
   10,853
3 
1,027,779
Gene E. Mergelmeyer—
—
1,736

172,975
   3,474
2 
322,596
   1,000
  
90,770
   9,000
2 
835,740
   10,853
3 
1,027,779
Bart R. Schwartz—
—
1,630
  
162,038
   1,773
  
176,662
   1,773
2 
181,307
   1,550
  
154,442
   3,100
2 
317,006
   10,853
3 
1,027,779
Ajay Waghray—
—
1,131
  
117,206
   1,000

103,630
1The value realized on exercise and/or vesting was determined using the closing price of our Common Stock on the exercise or vesting date (or prior trading day if the exercise or vesting date fell on a weekend or holiday).
2This amount represents the value of outstanding RSUthese awards granted to Mr. Mergelmeyer in 2016 and Mr. Schwartz in 2016 and 2015 that, in accordance with the terms of the applicable award agreements, became fully vested in 2017 because these executives are eligible for retirement. Payouts in respect of this award 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.
3These amounts represent the value of PSU awards granted in 2014 that, in accordance with the terms of the applicable award agreements, became fully vested in 2017. The performance ranking for these awards fell below the target performance of the peer group which resulted in a final payout amount of 74% of target shares awarded. Accordingly, the

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amount of compensation actually realized upon a payout iswill be based on the fairthen-fair market value of the Common Stock oncommon stock and may differ from the date the Compensation Committee approved the performance ranking, which was April 21, 2017.amount set forth above.

Pension Benefits
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Image194.jpgPENSION BENEFITS
The Company maintains threethe following defined benefit pension plans. Two are nonqualified executive defined benefit pension plans: the SERP and the Executive Pension Plan. In addition, the Company maintains 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 Name1
Number of
Years of
Credited
Service
(#)		Present Value of
Accumulated
Benefit
($)		Payments
During Last
Fiscal Year
($)
(a)(b)(c)(d)(e)
Keith W.
Demmings2
Pension Plan323,625—
Executive Pension Plan348,783—
Keith R. MeierPension Plan17.75195,075—
Executive Pension Plan17.75185,746—
Francesca L.
Luthi		Pension Plan215,600—
Executive Pension Plan219,283—
Robert A. LonerganPension Plan323,400—
Executive Pension Plan314,550—
Michael P. CampbellPension Plan21160,650—
Executive Pension Plan21282,433—
Richard S. DziadzioPension Plan———
Executive Pension Plan———
Pension Benefits Table for Fiscal Year 2017
NamePlan Name
Number of
Years of
Credited
Service 1
(#)
Present Value of
Accumulated
Benefit
($)
Payments
During Last
Fiscal Year
($)
(a)(b)(c)(d)(e)
Alan B. ColbergPension Plan430,900 
 Executive Pension Plan4127,862 
 SERP4.91672,861,801 
Richard S. DziadzioPension Plan00 
 Executive Pension Plan00 
 SERP00 
Gene E. Mergelmeyer2
Pension Plan18.38659,623 
 Executive Pension Plan18.38418,751 
 SERP18.57,918,211 
Christopher J. PaganoPension Plan19214,200 
 Executive Pension Plan19864,610 
 SERP207,363,118 
Bart R. Schwartz2
Pension Plan753,550 
 Executive Pension Plan7206,390 
 SERP7.91673,054,092 
Ajay WaghrayPension Plan00 
 Executive Pension Plan00 
 SERP00 
1None of the NEOs have more years of credited service under any of the plans than actual years of service with the Company.
2As of December 31, 2017, Mr. Mergelmeyer and Mr. Schwartz met the requirements for retirement eligibility (age 55 with 10 years of service). Mr. Schwartz retired on January 2, 2018.
Narrative1Mr. Dziadzio is not eligible to the Pension Benefits Table
The following is a description of the plans and information reportedparticipate in the Pension Benefits Table.Plan or Executive Pension Plan.
2Although 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. Effective March 1, 2016, the Pension PlanMr. Dziadzio was frozen to better align our benefit offerings with the marketplace. No additional benefits have accrued since February 29, 2016. Each active plan participant on December 31, 2000 was given the choice to continue having his or her benefits calculated under the applicable prior plan formula or to have his or her benefits determined under the current pension formula. Benefits for employees joining (or rejoining) the plan after December 31, 2000 were determined under the current pension formula. Mr. Mergelmeyer is covered under the prior plan formula. Messrs.

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Colberg, Pagano and Schwartz are covered under the current plan formula. Messrs. Dziadzio and Waghray are not eligible to participate in the Pension Plan.
Under the current plan formula, the
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 (for both the current and prior plan formula) is defined as the highest average annual compensation for five consecutive complete calendar years of employment during the ten10 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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Years of ServiceCredit
Years 1 through 103%
Years 11 through 206%
Years 21 through 309%
Years 3031 and over12%
Under the current plan formula, theThe present value of accumulated benefits as of December 31, 20172023 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 prior plan formula is calculated by taking (a) 0.9% multiplied by final average earnings up to Social Security covered compensation multiplied by years of credited service (up to 35 years) plus (b) 1.3% multiplied by final average earnings in excess of Social Security covered compensation multiplied by years of credited service (up to 35 years) plus (c) 1.3% multiplied by final average earnings multiplied by years of credited service in excess of 35. Under the prior plan formula, the present value of accumulated benefits as of December 31, 2016 is determined based on the accrued plan benefit at that date and assumes the following: (1) the executives will retire from Assurant at age 65, (2) 35% of executives will receive their payments in the form of a life annuity and 65% of executives will receive their payments in the form of a 50% joint & survivor annuity, and (3) the present value of annuity benefits is based on an interest rate assumption of 3.67% and the MILES—Banking, Finance and Insurance mortality table with MMP-2016 improvements (which the Company adopted in January 2017).
The normal retirement age for the Assurant Pension Plan is 65. Benefits are actuarially reduced for any payment prior to age 65. A participant covered under the prior plan formula generally can commence his or her benefit at age 55, provided that he or she has accrued ten years of credited service, or elect to commence benefits at age 65. Participants covered under the current plan formula 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 under the current plan formula after three years of vesting service. If the participant elected to participate in the prior plan formula, the benefits will become vested after five 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. Effective March 1, 2016, the Executive Pension Plan was frozen to better align our benefit offerings with the marketplace. No additional benefits will accrue after February 29, 2016. For participants who were covered under the prior plan formula, eligible compensation was capped for 2016 at $420,000 and this cap was adjusted annually for inflation. Eligible compensation for participants covered under the current plan formula was not capped. With respect to the plan formula to determine benefits, the elections made under the Assurant Pension Plan on December 31, 2000 also applied to the Executive Pension Plan. Mr. MergelmeyerDziadzio is covered under the prior plan formula. Messrs. Colberg, Pagano and Schwartz are covered under the current plan. Messrs. Dziadzio and Waghray are not eligible to participate in the Executive Pension Plan.

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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. Credited service for determining a participant’s benefit under each of these formulas begins after an employee begins participating in the plan and was frozen as of February 29, 2016. A participant becomes 100% vested in the benefits under the Executive Pension Plan after three years of service if the participant has elected to participate in the current plan formula, and after five years of service if the participant has elected to participate in the prior plan formula.service. All participating NEOs are 100% vested. Messrs. Dziadzio and Waghray are not eligible to participate in the Executive Pension Plan.
The methodology for determining the present value of the accumulated benefits under the Executive Pension Plan uses the same assumptions and methodologies as the Assurant Pension Plan described above, except that benefits calculated under the prior plan formula are paid as a lump sum rather than an annuity. For current plan formula participants, theabove. The present value of accumulated benefits as of December 31, 20172023 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 Assurant Pension Plan benefits. For prior plan benefits, the present value of accumulated benefits as of December 31, 2017 is based on the benefit produced under the prior plan formula converted to a lump sum payment5 at the plan’s normal retirement age of 65.
The SERP
Prior to January 1, 2014, executives were nominated by the Company and approved by the Compensation Committee for participation in the SERP. Effective March 1, 2016, the SERP was frozen to better align our benefit offerings with the marketplace. No additional benefits will accrue after February 29, 2016. Under the SERP, when a participant terminates employment, he or she is entitled to a benefit equal to a “Target Benefit” that is offset by the participant’s benefit payable from the Pension Plan, the Executive Pension Plan and the participant’s estimated Social Security benefit. The Target Benefit is equal to 50% of the participant’s eligible compensation as of February 29, 2016 multiplied by a fraction, not to exceed 1.0, whose numerator is equal to the number of months of credited service, which was frozen as of February 29, 2016, and whose denominator is equal to 240. After 20 years of credited service and turning age 60, 62 or 65, as applicable, a participant will earn a full 50% benefit under the SERP payable as a life annuity. Generally, credited service is based on the participant’s years of service with the Company. If a participant was formerly employed by an acquired company, then service with that company may be recognized under the SERP at the discretion of the Compensation Committee. No additional credited service was earned after February 29, 2016. In 2006, based on a study of the market practice, the Compensation Committee approved a change to the normal retirement age from age 60 to age 62. This change is effective only for participants who joined the SERP during the period between January 1, 2007 and December 31, 2009. Because Messrs. Pagano, Mergelmeyer and Schwartz were approved for participation in the SERP between January 1, 2007 and December 31, 2009, the change in normal retirement age applies to them. For participants who join the SERP on or after January 1, 2010, the normal retirement age is 65. Because Mr. Colberg was approved for participation in the SERP after January 1, 2010, this change applies to him. A participant commences vesting in the SERP on the second anniversary of participation and continues to vest at the rate of 3% for each month of employment thereafter with the Company. Messrs. Dziadzio and Waghray are not eligible to participate in the SERP.
For benefits earned and vested as of December 31, 2004, a participant may commence his or her vested SERP benefit at any time following termination and the default form of payment under the SERP is a single lump sum payment that is the actuarial equivalent of the SERP benefit payable as a life annuity (but a participant may elect a different form of benefit). For benefits earned or vested after December 31, 2004, the only form of payment available under the SERP is a single lump payment that is the actuarial equivalent of the SERP benefit payable as a life annuity.
As of December 31, 2017, Messrs. Colberg, Pagano, Mergelmeyer and Schwartz were 100% vested in their SERP benefits. Of the participating NEOs, only Mr. Schwartz had attained normal retirement age as of December 31, 2017; therefore, if any of the participating NEOs other than Mr. Schwartz had terminated employment on or prior to that date, their SERP benefit would have been actuarially reduced to reflect their respective ages.

Table
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.

The present value of the accumulated benefits as of December 31, 2017 was determined based on the December 31, 2017 accrued benefit using the base salary, target ESTIP award and credited service as of February 29, 2016. The present value of the accumulated benefits as of December 31, 2017 was determined assuming the following: (1) the executives will retire from Assurant at the plan’s normal retirement age; (2) the executives will receive their benefits in accordance with their current form of payment elections; (3) the present value of single lump sum benefits is determined using an interest rate of 3.49% to the retirement date and a lump sum conversion factor6 at retirement.
5The lump sum conversion basis at retirement consists of the greater of an interest rate of 5.00% and the 1994 Group Annuity Mortality Table and segmented high-quality corporate bond rates using the mortality required by Section 417(e) of the Code, as updated by the Pension Protection Act of 2006 (the “PPA”). Accordingly, the lump sum values shown are based on an interest rate of 2.20% for years 0-5, 3.57% for years 5-20 and 4.24% for years 20+. The present value of the lump sum payment is determined using a pre-retirement interest rate of 3.49%.
6The lump sum values shown for Messrs. Colberg, Pagano, Mergelmeyer, and Schwartz are based on December 2017 monthly bond segment rates of 2.20% for years 0-5, 3.57% for years 5-20 and 4.24% for years 20+. The mortality is based on the Section 417(e) mortality prescribed by the PPA.

Number of Years of Credited Service
The number of years of credited service varies between plans for the following reasons. Eligibility for the Pension Plan and Executive Pension Plan was based on a one-year waiting period from date of hire and resulted in the same amount of credited service under both plans. Eligibility under the SERP generally recognized all service with the Company; however, if a participant was formerly employed by an acquired company, then service with that company may or may not have been recognized under the SERP at the discretion of the Compensation Committee. Mr. Mergelmeyer has prior service that was not recognized. No additional credited service was earned after February 29, 2016 for the Pension Plan, Executive Pension Plan, and SERP.
Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation PlansImage195.jpgNONQUALIFIED DEFERRED COMPENSATION PLANS
The table below sets forth information for each NEO, informationour 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.
NamePlanExecutive
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. DemmingsADC Plan—(3)———
Executive 401(k) Plan(4)114,00097,356—702,809
TOTAL—114,00097,356—702,809
Keith R. MeierADC Plan126,742(3)115,112(519,964)942,286
Executive 401(k) Plan(4)48,23554,879—527,356
TOTAL126,74248,235169,991(519,964)1,469,642
Francesca L. LuthiADC Plan—(3)———
Executive 401(k) Plan(4)38,06175,438—503,480
TOTAL—38,06175,438—503,480
Robert A. LonerganADC Plan—(3)———
Executive 401(k) Plan(4)34,80054,837—369,144
TOTAL—34,80054,837—369,144
Michael P. CampbellADC Plan—(3)———
Executive 401(k) Plan(4)37,426215,145—1,191,390
TOTAL—37,426215,145—1,191,390
Richard S. DziadzioADC Plan557,600(3)103,152—660,752
Executive 401(k) Plan(4)54,45670,975—548,996
TOTAL557,60054,456174,127—1,209,748
1The 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 currently maintainscontributions to the ADC Plan, which provides for the deferral of compensation on a basis that is not tax-qualified. The ASIC Plan was frozen as of January 1, 2005. The Executive 401(k) Plan is a nonqualified defined contribution plan.Plan.

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Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table
for Fiscal Year 2017
NamePlan
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)
Alan B. ColbergADC Plan—
(3) 
———
 Executive 401(k) Plan
(4) 
108,94396,693—766,274
 TOTAL—108,94396,693—766,274
Richard S. DziadzioADC Plan—
(3) 
———
 Executive 401(k) Plan
(4) 
49,0504,118—53,833
 TOTAL—49,0504,118—53,833
Christopher J. PaganoADC Plan—
(3) 
———
 Executive 401(k) Plan
(4) 
53,012261,353—1,887,387
 TOTAL—53,012261,353—1,887,387
Gene E. MergelmeyerADC Plan—
(3) 
157,872—1,266,767
 ASIC
(4) 
(4) 
52,796—820,618
 Executive 401(k) Plan
(4) 
68,344139,996—1,140,483
 TOTAL—68,344350,664—3,227,868
Bart R. SchwartzADC Plan249,900
(3) 
239,108—1,910,716
 Executive 401(k) Plan
(4) 
45,91882,246—694,776
 TOTAL249,90045,918321,354—2,605,492
Ajay WaghrayADC Plan—
(3) 
———
 Executive 401(k) Plan
(4) 
38,6103,655—48,067
 TOTAL—38,6103,655—48,067
1
The amounts in column (c) were reported as 2017 compensation in the “All Other Compensation” column of the Summary Compensation Table as follows: for Mr. Colberg, $108,943; for Mr. Dziadzio, $49,050; for Mr. Pagano, $53,012; for Mr. Mergelmeyer, $68,344; for Mr. Schwartz, $45,918; and for Mr. Waghray, $38,610 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, and ASIC Plan, as applicable, represent the notional capital gains or losses on investments in publicly available mutual funds and notional interest and dividends held in the plans during 2017.2023. 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 2017.2023. 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 2015, 20162021, 2022 and 20172023 fiscal years, as applicable: for Mr. Colberg, $70,307Demmings, $57,759 for 2015, $247,8842021, $88,469 for 20162022 and $108,943$114,000 for 2017;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, $665$69,504 for 20162021, $69,828 for 2022 and $49,050$54,456 for 2017; for Mr. Pagano, $65,171 for 2015, $144,645 for 2016 and $53,012 for 2017; for Mr. Mergelmeyer, $78,635 for 2015, $148,882 for 2016 and $68,344 for 2017; for Mr. Schwartz, $53,100 for 2015, $109,328 for 2016 and $45,918 for 2017; and for Mr. Waghray, $5,782 for 2016 and $38,610 for 2017.2023.
2
2The 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.

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Executive Compensation

4
Because the ASIC Plan has been frozen since January 1, 2005, no contributions could have been made during fiscal year 2017. 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 following is a descriptionExecutive 401(k) Plan (6% of eligible compensation in excess of the plans and information reported inlimit under Section 401(a)(17) of the Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table.Code).
3The Company does not currently make any contributions to the ADC Plan.
4The Executive 401(k) Plan does not provide for participant contributions.
Image196.jpgNARRATIVE 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 planADC 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, ten10 or fifteen15 years or other agreed upon installment schedule between the participant and the administrator. As a result of Code Section 409A, certain key employees (including theour NEOs) are subject to a six-month waiting period for distributions following termination.
The ASIC Plan
Prior to the establishment offrom the ADC Plan in 2005, Mr. Mergelmeyer was eligible to participate in the ASIC Plan. The ASIC Plan permitted key employees to exchange a portion of their compensation for options to purchase certain publicly available mutual funds. The Company did not provide any above market earnings or preferential earnings to the participants. The ASIC Plan was frozen as of January 1, 2005. Since then, participants have been able to withdraw amounts from the ASIC Plan and have the ability to change their investment elections, but any subsequent deferrals of compensation have been made under the ADC Plan.following termination.

The Executive 401(k) Plan
Eligible employees may generally participate in the Executive 401(k) Plan after completing one year of service with the Company and when their eligible compensation exceeds the compensation limit under the Code.Code ($330,000 for 2023). The Company made an annual contribution for each participant in this planthe Executive 401(k) Plan equal to 6% of eligible compensation in excess of the limit ($270,000 for 2017). To be eligible for the contribution, the participant must be employed on the last regularly scheduled work day of the year unless the participant retires, becomes totally disabled or dies, or his or her employment is terminated in the fourth quarter of the year as a result of a reduction in force.limit. The participants select among various publicly available mutual funds in which the contributions are deemed to be invested on a tax deferred basis. These notional contributions are credited with notional earnings and losses based on the performance of the mutual funds. The Company does not provide any above market earnings or preferential earnings to the participants. Please see footnote 32 to the Summary Compensation Table on page 3565 for quantification of Company contributions to the Executive 401(k) Plan in 2017.2023.
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 theour NEOs are 100% vested in their Executive 401(k) Plan benefit.

Table
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Potential Payments Upon Termination or Change of ControlImage199.jpgPOTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
The following sectionbelow table sets forth for each NEO, an estimateestimates of the respective potential payments the NEOeach of our NEOs would have received at, following, or in connection with termination of employment under the circumstances described below on December 31, 2017.2023.
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 Awards3
— — 7,966,544 17,389,684 7,966,544 7,966,544 
Executive
Pension Plan4
48,783 — 48,783 48,783 48,783 48,783 
Executive
401(k) Plan5
702,809 — 702,809 702,809 702,809 702,809 
Welfare Ben.
Lump Sum6
— — 5,900 46,307 — — 
Severance7
— — 1,000,000 5,000,000 — — 
Outplacement8
— — 7,000 7,000 — — 
TOTAL751,592 — 9,731,036 23,944,584 8,718,136 8,718,136 
Keith R. Meier
STIP Award— — — 327,482 — — 
Long-Term
Equity Awards3
— — 2,288,937 4,787,306 2,288,937 2,288,937 
Executive
Pension Plan4
185,746 — 185,746 185,746 185,746 185,746 
Executive
401(k) Plan5
527,356 — 527,356 527,356 527,356 527,356 
Welfare Ben.
Lump Sum6
— — 5,900 43,497 — — 
Severance7
— — 730,000 2,586,970 — — 
Outplacement8
— — 7,000 7,000 — — 
TOTAL713,102 3,744,939 8,465,358 3,002,039 3,002,039 
Francesca L. Luthi
STIP Award— — — 268,938 — — 
Long-Term
Equity Awards3
— — 2,157,683 4,112,504 2,157,683 2,157,683 
Executive
Pension Plan4
19,283 — 19,283 19,283 19,283 19,283 
Executive
401(k) Plan5
503,480 — 503,480 503,480 503,480 503,480 
Welfare Ben.
Lump Sum6
— — 5,980 40,404 — — 
Severance7
— — 625,000 2,151,507 — — 
Outplacement8
— — 7,000 7,000 — — 
TOTAL522,763 — 3,318,425 7,103,116 2,680,446 2,680,446 
Potential Payments Upon Termination

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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 Awards3
— — 2,601,486 4,641,900 2,601,486 2,601,486 
Executive
Pension Plan4
14,550 — 14,550 14,550 14,550 14,550 
Executive
401(k) Plan5
369,144 — 369,144 369,144 369,144 369,144 
Welfare Ben.
Lump Sum6
— — 5,900 41,205 — — 
Severance7
— — 500,000 2,000,000 — — 
Outplacement8
— — 7,000 7,000 — — 
TOTAL383,694 — 3,498,080 7,323,798 2,985,180 2,985,180 
Michael P. Campbell
STIP Award— — — 234,000 — — 
Long-Term
Equity Awards3
— 1,718,430 2,157,177 3,297,518 2,157,177 2,157,177 
Executive
Pension Plan4
— 282,433 282,433 282,433 282,433 282,433 
Executive
401(k) Plan5
— 1,191,390 1,191,390 1,191,390 1,191,390 1,191,390 
Welfare Ben.
Lump Sum6
— — 5,880 43,988 — — 
Severance7
— — 600,000 1,976,000 — — 
Outplacement8
— — 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 Awards3
— — 3,684,876 — — — 
Executive
Pension Plan4
— — — — — — 
Executive
401(k) Plan5
— — 548,996 — — — 
Welfare Ben.
Lump Sum6
— — 5,900 — — — 
Severance7
— — 680,000 — — — 
Outplacement8
— — 7,000 — — — 
TOTAL— — 4,926,772 — — — 
1As 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.
2The 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.
3These amounts assume accelerated vesting and/or Changeexercise of Control Tableall or a portion of unvested equity awards on December 31, 20172023 based on the closing stock price of $168.49 on December 29, 2023. These amounts also reflect
Name
Payout if
Terminated
Voluntarily
12/31/17 Not
Retirement1
Payout if
Terminated
Voluntarily
12/31/17
Retirement1
Payout if
Terminated
Involuntarily
12/31/172
Payout if
Terminated
Upon
Change of
Control
12/31/17
 
Payout if
Terminated
Upon Death
12/31/17
Payout if
Terminated
Upon
Disability
12/31/17
  (a)(b)(c)(d) (e)(f)
Alan B. Colberg       
STIP Award—
—
—
764,000
 —
—
Long-Term Equity Awards3
—
—
9,550,960
15,925,560
 9,550,960
9,550,960
Executive Pension Plan4
127,862
—
127,862
127,862
 127,862
127,862
SERP5
2,537,492
—
2,537,492
2,537,492
 2,537,492
2,537,492
Executive 401(k) Plan6
766,274
—
766,274
766,274
 766,274
766,274
Welfare Benefit Lump Sum7
—
—
—
50,853
 —
—
Severance—
—
—
7,449,000
 —
—
Outplacement8
—
—
—
7,000
 —
—
TOTAL3,431,628
 12,982,588
27,628,041
 12,982,588
12,982,588
Richard S. Dziadzio       
STIP Award—
—
—
312,500
 —
—
Long-Term Equity Awards3
—
—
1,336,937
4,049,734
 1,336,937
1,336,937
Executive Pension Plan4
—
—
—
—
 —
—
SERP5
—
—
—
—
 —
—
Executive 401(k) Plan6
53,833
—
53,833
53,833
 53,833
53,833
Welfare Benefit Lump Sum7
—
—
—
45,644
 —
—
Severance—
—
—
2,500,000
 —
—
Outplacement8
—
—
—
7,000
 —
—
TOTAL53,833
 1,390,770
6,968,711
 1,390,770
1,390,770



Table
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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.


Name
Payout if
Terminated
Voluntarily
12/31/17 Not
Retirement1
Payout if
Terminated
Voluntarily
12/31/17
Retirement1
Payout if
Terminated
Involuntarily
12/31/172
Payout if
Terminated
Upon
Change of
Control
12/31/17
  
Payout if
Terminated
Upon Death
12/31/17
Payout if
Terminated
Upon
Disability
12/31/17
  (a)(b)(c)(d)
  
(e)(f)
Christopher J. Pagano    
  
  
STIP Award—
—
—
312,500
  
—
—
Long-Term Equity Awards3
—
—
3,977,936
6,438,029
  
3,977,936
3,977,936
Executive Pension Plan4
864,610
—
864,610
864,610
  
864,610
864,610
SERP5
6,664,439
—
6,664,439
6,664,439
 6,664,439
6,664,439
Executive 401(k) Plan6
1,887,387
—
1,887,387
1,887,387
  
1,887,387
1,887,387
Welfare Benefit Lump Sum7
—
—
—
41,318
  
—
—
Severance—
—
—
3,658,582
10 
—
—
Outplacement8
—
—
—
7,000
  
—
—
TOTAL9,416,436
 13,394,372
19,873,865
  
13,394,372
13,394,372
Gene E. Mergelmeyer    
  
  
STIP Award—
—
—
421,875
  
—
—
Long-Term Equity Awards3
—
5,576,049
5,576,049
5,576,049
9 
4,238,003
4,238,003
Executive Pension Plan4
—
419,392
419,392
419,392
  
383,869
419,392
SERP5
—
7,670,225
7,670,225
7,670,225
 7,670,225
7,670,225
Executive 401(k) Plan6

—
1,140,483
1,140,483
1,140,483
  
1,140,483
1,140,483
Welfare Benefit Lump Sum7
—
—
—
52,936
  
—
—
Severance—
—
—
4,556,250

—
—
Outplacement8
—
—
—
7,000
  
—
—
TOTAL—
14,806,149
14,806,149
19,844,210
  
13,432,580
13,468,103
Bart R. Schwartz    
  
  
STIP Award—
—
—


  
—
—
Long-Term Equity Awards3
—
3,507,014




  




Executive Pension Plan4
—
206,390




  




SERP5
—
3,054,092




 



Executive 401(k) Plan6

—
694,776




  




Welfare Benefit Lump Sum7
—
—
—


  
—
—
Severance—
—
—



—
—
Outplacement8
—
—
—


  
—
—
TOTAL11
—
 7,462,272
—


  
—


Ajay Waghray       
STIP Award—
—
—
262,500
 —
—
Long-Term Equity Awards3
—
—
1,229,038
3,412,224
 1,229,038
1,229,038
Executive Pension Plan4
—
—
—
—
 —
—
SERP5
—
—
—
—
 —
—
Executive 401(k) Plan6

48,067
—
48,067
48,067
 48,067
48,067
Welfare Benefit Lump Sum7
—
—
—
44,550
 —
—
 Severance—
—
—
2,100,000
 —
—
Outplacement8
—
—
—
7,000
 —
—
TOTAL48,067
—
1,277,105
5,874,341

1,277,105
1,277,105
1As of December 31, 2017, Mr. Mergelmeyer and Mr. Schwartz met the requirements for retirement eligibility (age 55 with 10 years of service). Accordingly, a voluntary termination by the executive would be considered a retirement and column (a) “Payout if Terminated Voluntarily (Not Retirement)” would not apply. Because none of the other NEOs were retirement eligible as of December 31, 2017, the column entitled “Payout if Terminated Voluntarily (Retirement)” does not apply to them.

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Executive Compensation

2The 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 (1) the NEOs would not receive a SERP payment and (2) the NEOs would not receive a pro-rata vesting with respect to their ALTEIP grants.
3These amounts assume accelerated vesting and/or exercise of all or a portion of unvested equity awards on December 31, 2017 based on the closing stock price of $100.84 on December 29, 2017. These amounts also reflect accelerated vesting in the event of a change of control of the Company (with the exception of Mr. Mergelmeyer and Mr. Schwartz) and pro-rata vesting in the event of death, disability or an involuntary termination for reasons other than cause. PSU amounts are computed based on the achievement of target level performance for each award.
For Mr. SchwartzCampbell, the values in column (b), and for Mr. Mergelmeyer the values in columns (b) and (c), reflect accelerated vesting of unvested equity awards granted     prior to 2017 as they met2023 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. Equity awards granted to Mr. Mergelmeyer and Mr. Schwartz prior to 2017 under the ALTEIP plan would be acceleratedeligibility as of December 31, 2017 since both of them met the requirements for retirement eligibility; and equity awards granted in 2017 would be forfeited.2023.

For all NEOs, except Mr. Mergelmeyer, values in column (d) assumesassume a hypothetical corporate change ofin control. For Mr. Mergelmeyer,

4Executive 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).
5This amount includes the Company’s contribution to the Executive 401(k) Plan made in 2023.
6This 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).
7Under 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) assumes a hypothetical change of control of Global Housing (formerly Assurant Specialty Property), which is further described in footnote 9 below.above reflect no such reductions.
4Executive Pension Plan benefits are payable only as a lump sum payment and as soon as administratively feasible following termination (in compliance with Section 409A).
5SERP payments are all shown as the present value of the retirement benefit.
6This amount includes the Company’s contribution to the Executive 401(k) Plan made in 2017.
7This 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, 2017 for 18 months based on the individual’s benefit election (in accordance with Section 409A).
8
8This amount represents the Company’s best estimate of the costs of outplacement services for an NEO.
9The amounts in column (d) for Mr. Mergelmeyer were determined based on a hypothetical change of control of Global Housing.
Had a change of control of the Company occurred on December 31, 2017, the valuecosts of accelerated equityoutplacement services for Mr. Mergelmeyer would have been $7,720,815, based on the closing stock price of $100.84 for our Common Stock on December 29, 2017.an NEO.
10 Represents lump sum severance following 280G cutback pursuant to the terms of Mr. Pagano’s agreement.
11Mr. Schwartz ceased to be an executive officer on October 30, 2017 and voluntarily retired on January 2, 2018. Accordingly, pursuant to Instruction 4 of Item 402(j), we are only including the payouts to Mr. Schwartz had he voluntarily retired on December 31, 2017.


Narrative to the Potential Payments Upon Termination or Change of Control TableImage201.jpgNARRATIVE 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 ofin Control Table, including the material terms of the Change ofin Control Agreements and the methodology and material assumptions made in calculating the Executive Pension Plan and SERP benefits payable in the event of disability or death. The material terms of the Executive Pension Plan and the SERP are described in “Narrative to the Pension Benefits Table”“Pension Benefits” on pages 43-44.page 72. The material terms of the ADC Plan and the Executive 401(k) Plan are described in the “Narrative to the Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table” on page 47. Additional information on the ALTEIP is provided in the CD&A and in “Narrative to the Summary Compensation Table and Grants of Plan-Based Awards Table” on page 38.74.

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 ofin 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 ofin 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
In the event of a change of control for awards granted prior to May 2017, RSUs vest in full. PSUs vest (a) at the target performance level, if a change of control occurs in the year in which the award is granted or (b) on the basis of the greater of actual performance through the time of the change of control or the target performance level, if a change of control occurs after the year in which the award is granted. 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 ofin control coupled with a termination of employment without cause or for good reason within two years of the change ofin 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 change in controltermination of employment date or (ii) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding the change in controldate 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 SERP
As of December 31, 2017, Messrs. Colberg, Pagano, Mergelmeyer and Schwartz were 100% vested in their SERP benefits. Of the NEOs, only Mr. Schwartz had attained normal retirement age as of December 31, 2017; therefore, if any of the NEOs other than Mr. Schwartz had terminated employment on or prior to that date, their SERP benefit would have been actuarially reduced to reflect their respective ages. Messrs. Dziadzio and Waghray are not eligible to participate in the SERP.
If there is a change of control with respect to the Company or operating segment, and within two years after the change of control a participant’s employment is terminated without cause or the participant terminates employment for good reason (as defined in the SERP), then (1) the participant will become 100% vested in his SERP benefit; (2) the participant will be credited with 36 additional months of service for purposes of computing his target benefit; (3) the actuarial reduction for commencement of the SERP benefit prior to normal retirement age will be calculated as though the participant was 36 months older than his actual age; and (4) the participant may receive his SERP benefit following a change of control at a time and in an optional form that is different than the time and optional form that he would receive under circumstances not related to a change of control. This election may not be changed within one year prior to the participant’s termination date. In the event of a termination of employment other than as described above, the following applies: (i) a participant will automatically become 100% vested in his SERP benefit in the event of death or disability; and (ii) a participant will forfeit any remaining benefit in the event he is terminated for cause or commits a material breach of certain covenants regarding non-competition, confidentiality, non-solicitation of employees or non-solicitation of customers.
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 ofin Control Agreements for Messrs. Colberg, Pagano, Mergelmeyer and Schwartz

The Company is a party to a COCChange in Control Agreement with each NEO.NEO (the “CIC Agreement” or collectively, the “CIC Agreements”). The COCCIC Agreements for Messrs. Colberg, Pagano, Mergelmeyer and Schwartz generally provide that if, during the two-year period following a change ofin control (as defined in the COCCIC 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 COCCIC 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 threetwo times the sum of the executive’s annual base salary plus target ESTIP award, continued welfare benefits for the 18-month period following the datea lump sum payment equal to 18 months’ worth of termination,company contribution towards health care and life insurance, and outplacement benefits.

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Effective as of February 1, 2010, each member of our Management Committee entered intoThe CIC Agreements do not provide for an amendment that eliminated the excise tax gross-up provisionsgross-up. Rather, in his or her COC Agreement with the Company. Accordingly,event of a change in control, our NEOs are entitled to receive either (i) the full benefits payable in connection with a change ofin control (whether under the COCCIC 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 ofin Control. If an executive’s employment with the Company is terminated by the Company without cause or by the executive for good reason prior to the date on which a change ofin control occurs, and if it is reasonably demonstrated by the executive that such termination of employment (i) was atinitiated by the requestCompany after the public announcement of a third partyproposed transaction that has taken steps reasonably calculated to effectultimately results in a change of control or (ii) otherwise arose in connection with or in anticipation of a change of control, then the executive will be entitled to the severance and other benefits described above.
Funding of Severance Payment Obligations. Within five business days ofunder the executive’s date of termination after a change of control, the Company must establish and fund a trustCIC Agreement, as described above.
Change in an amount of cash equal to the amount of the severance payments to which the executive may become entitled under the COC Agreements.
Definition of “Change of Control”.Control Definition. For purposes of the agreements, for NEOs who serveCIC Agreements, a change in an enterprise capacity (including our CEO, CFO, and Messrs. Pagano and Schwartz) change of 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 a majority of the Company’s Board (the “Incumbent Board”) excludingand any persons approvednew 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 Board other than in connection with an actualDirectors or threatened proxy contest;
an acquisition by an individual, entity orSuccessor Directors, to constitute a group of 30% or moremajority of the Company’s Common Stock or voting securities (excluding an acquisition directly from the Company, by the Company, by an employee benefit planBoard of Directors of the Company or pursuant to a transaction described immediately below);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 60%50% or more of the stock of the companyCompany resulting from the business combination, at least a majority of the board of directors of the resulting corporation were members of the Incumbent Board, and after which no person owns 30% or more of the stock of the resulting corporation, who did not own such stock immediately before the business combination; or
stockholder approval•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.
For Mr. Mergelmeyer, change of control is defined as the sale or other disposition of the companies, assets or businesses comprising the Global Housing segment having (A) book value equal to at least 70% of the book value of the aggregate consolidated assets of the division immediately prior to such sale or disposition, or (B) market value equal to at least 70% of the market value of the aggregate consolidated assets of the division immediately prior to such sale or disposition; provided, that neither an initial public offering of some or all of the division nor a spin-off to the Company’s stockholders of some or all of the companies or business divisions comprising the division (or a transaction having a similar effect) shall constitute a change of control.
Non-Competition and Non-SolicitationRestrictive Covenants. Under the COCCIC Agreements, commencing on the change in control date and continuing for one year after termination of employment, executives may notnot: (i) engage in activity competitive with the Company (including as an employee or officer of a competitor) or, (ii) solicit customers of the Company during the period beginning on January 1, 2009 and expiring on the date of a change of control. If the executive’s employment is terminated before a change of control occurs, the length of the applicable non-competition period varies based on the type of termination. Specifically, if the executive’s employment is terminated by the Company for cause or by the executive without good reason, the non-competition period will expire six months after the date of termination. If the executive’s employment is terminated by the Company without cause or by the executive for good reason, the non-competition period will expire on the date of termination. Executives also may not employ or offer to employ officers or employees of the Company or any of its subsidiaries during the period beginning on January 1, 2009 and ending one year after the date of termination of the executive’s employment.
Change of Control Agreements for Messrs. Dziadzio and Waghray
The COC agreements for Messrs. Dziadzio and Waghray use a new form of agreement approved by the Compensation Committee in February 2016. Messrs. Dziadzio and Waghray received their COC agreements in May and July of 2016, respectively. This new form of COC agreement is substantially similar to the form of agreement

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Executive Compensation

covering Messrs. Colberg, Pagano, Mergelmeyer and Schwartz, except as described below. Messrs. Colberg, Pagano, Mergelmeyer and Schwartz have received a notice that their COC Agreements will not be renewed and at the expiration of their COC Agreements in 2018, it is anticipated that Messrs. Colberg, Pagano and Mergelmeyer will receive this new form of agreement.
The principle differences between Messrs. Colberg, Pagano, Mergelmeyer and Schwartz’s COC Agreements and those of Messrs. Dziadzio and Waghray are as follows:
the amount of cash severance has been reduced from three times the sum of the executive’s annual base salary and target ESTIP award to two times the sum of such amounts;
the new form of COC agreement eliminates the 18 month continuation of long-term disability insurance coverage benefit;
the new form of COC agreement amends the definition of “change of control” slightly so that the consummation of a merger, consolidation, reorganization or similar corporate transaction shall be a “change of control” unless such transaction results in the outstanding voting securities immediately prior to such transaction continuing to represent more than 50% of the combined voting power of securities outstanding immediately after such transaction;
the definition of an “anticipatory termination” has been strengthened in the new form of COC agreement to count such a termination prior to a change of control as a second trigger only if the termination is initiated by the Company after the public announcement of a proposed transaction that results in a change of control; and
the restrictive covenants have been strengthened in the new form of COC agreement to prohibit an executive from: (i) participating in any business that is in competition with the Company, (ii) soliciting any employee of the Company to leave the employ of the Company, or (iii) soliciting any customersolicit customers of the Company to cease doing business with the Company, or (iv) disparagingCompany. In addition, executives may not disparage the Company. The restrictive covenants commence on the date of a change of control and continue for one year after termination of employment (with the exception of the non-disparagement prohibition which continuesCompany for two years afterfollowing termination of employment).employment.

Amounts Previously Earned and Payable Regardless of Termination or Change ofin Control
The amounts reflected in the Potential Payments Upon Termination or Change ofin Control Table show payments that the NEOs could only receive in the event of termination or change ofin 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 ofin control. These amounts include deferred compensation balances held in the ASIC Plan and/or ADC Plan.
The following amountsamount would have been available on December 31, 20172022 for withdrawal or exercise by the NEOs regardless of termination or change ofin control: for Mr. Mergelmeyer, $820,618 from the ASIC Plan, and $1,266,767Meier, $1,219,181 from the ADC Plan; for Mr. Schwartz, $1,910,716 from the ADC Plan.

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Image202.jpgCEO 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:
DIRECTOR COMPENSATION
•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 found on page 65. For 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.
Image202.jpgPAY VERSUS PERFORMANCE
The table below sets forth the Company’s Pay versus Performance disclosure:
Year1
Summary compensation table total for PEO
($)
Compensation actually paid to PEO2
($)
Average summary compensation table total for non-PEO named executive officers
($)
Average compensation actually paid to non-PEO named executive officers6
($)
Value of initial fixed $100 investment based on:
Net income ($ in millions)8
Adjusted earnings, excluding reportable catastrophes, per diluted share9
($)
Total shareholder return
($)
Peer group total shareholder return7
($)
(a)(b)(c)(d)(e)(f)(g)(h)(i)
202310,331,02422,374,0913,102,4606,115,004138.75146.61642.517.13
20228,372,2814,350,0013,239,5231,494,888100.90130.65276.613.61
202111,504,78013,725,3973,887,0154,581,889123.55119.131,361.812.28
202011,855,96612,584,1633,622,3203,999,997106.0981.72441.710.49
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1The PEOs were as follows: Keith W. Demmings in 2023 and 2022; and Alan B. Colberg in 2021 and 2020. The NEOs were as follows: Keith R. Meier, Francesca L. Luthi, Robert A. Lonergan, Michael P. Campbell, and Richard S. Dziadzio in 2023; Richard S. Dziadzio, Robert A. Lonergan, Keith R. Meier, and Francesca L. Luthi in 2022; and Richard S. Dziadzio, Gene E. Mergelmeyer, Keith W. Demmings, and Francesca L. Luthi in 2021 and 2020.
2No awards granted to the PEOs during the period failed to meet vesting conditions. The table below details the adjustments made to the summary compensation table total to calculate the compensation actually paid to the PEO for 2023:
YearSummary compensation table total for PEO
($)		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)
202310,331,024(6,672,937)15,451,8343,415,178—(151,008)——22,374,091

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.
6No 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:
YearAverage 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)
20233,102,460(1,476,829)3,419,7361,193,934—(124,297)——6,115,004
7Refers to the S&P 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.
9Represents 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 S&P 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 Date12/31/202312/31/202212/31/202112/31/2020
Performance factor1.16 - 1.750.82 - 0.930.98 - 1.121.09 - 1.19
TSR Monte Carlo Assumptions:
Expected volatility27.28% - 28.48%25.51% - 29.63%20.62% - 37.92%37.26% - 49.56%
Expected remaining term (years)0.0 - 2.00.0 - 2.00.0 - 2.00.0 - 2.0
Risk free interest rate4.13% - 4.67%4.31% - 4.62%0.39% - 0.73%0.10% - 0.13%

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 Measures1
Adjusted earnings, excluding reportable catastrophes, per diluted share
Adjusted EBITDA, excluding reportable catastrophes
Relative TSR
Net earned premiums, fees and other income

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:

1Certain 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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2035
The graph below represents the relationship between the CAP of our PEO and NEOs with the Company’s net income:
2149


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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:
2353


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Director Compensation
The following table sets forth the cash and other compensation earned by (oror accrued to)to the non-management members of the Board for all services in all capacities during the fiscal year ended December 31, 2017.2023. Mr. Colberg isDemmings 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 TableImage204.jpgDIRECTOR 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. Alves105,000160,031250265,281
Rajiv Basu85,108160,031—245,139
J. Braxton Carter105,000160,031200265,231
Juan N. Cento105,000160,031150265,181
Harriet Edelman125,000160,0311,250286,281
Sari Granat105,000160,0311,000266,031
Lawrence V. Jackson127,500160,031650288,181
Jean-Paul L. Montupet3
40,269—197,411237,680
Debra J. Perry127,500160,0311,250288,781
Ognjen (Ogi) Redzic105,000160,031100265,131
Paul J. Reilly132,500160,0313,000295,531
Elaine D. Rosen311,022160,0313,000474,053
Robert W. Stein105,000160,0312,500267,531
1This amount represents services for Fiscal Year 20172023 only and excludes Q1 2024 retainers paid in December 2023.
2The 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.
3Mr. 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.


Name
Fees
Earned or
Paid in
Cash
($)
Stock
Awards
($)1
Option
Awards
($)
Non-Equity
Incentive
Plan
Compensation
($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings2
All Other
Compensation
($)3
Total
($)
(a)(b)(c)(d)(e)(f)(g)(h)
Howard L. Carver120,000125,011————245,011
Juan N. Cento100,000125,011————225,011
Elyse Douglas120,000125,011————245,011
Lawrence V. Jackson120,000125,011——99,454—344,465
Charles J. Koch100,000125,011————225,011
Jean-Paul L. Montupet100,000125,011————225,011
Paul J. Reilly100,000125,011———4,000229,011
Elaine D. Rosen225,000125,011———1,500351,511
Robert W. Stein125,000125,011————250,011
Harriet Edelman40,054125,088———1,000166,142
Debra Perry40,054125,088———1,000166,142
1.
       85The amounts reported in this column are consistent with the grant date fair value                                                             Notice of each award computed in accordance with FASB ASC Topic 718. The grant date fair value2024 Annual Meeting of the stock awards granted in 2017 equals the amount disclosed in column (c). As of December 31, 2017, each director, except Ms. Debra PerryStockholders and Ms. Harriet Edelman, held 2,699 unvested RSUs. Ms. Debra Perry and Ms. Harriet Edelman held 1,192 unvested RSUs as of December 31, 2017.Proxy Statement

2.
Director Compensation
The amounts set forth in column (f) reflect notional investment gains on the deferred directors fees that were credited to the ADC Plan account in 2017. For additional information regarding the ADC Plan, see “Narrative to the Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table—The ADC Plan,” on page 47.Assurant logo white with blue BG (1).jpg
3.
Amounts in this column include charitable contributions made by the Company or the Assurant Foundation during 2017 to eligible charitable organizations pursuant to the matching gift programs described below.
4.
Mr. Jackson elected to defer the 2017 director fees set forth in column (b) pursuant to the ADC Plan.

Narrative to the Director Compensation Table
The following is a brief description of our director compensation program and the information reported in the Director Compensation Table.Image205.jpgNARRATIVE TO THE DIRECTOR COMPENSATION TABLE
Fees Earned or Paid in Cash
The Assurant Amended and Restated Directors Compensation Plan (the “Directors Compensation Plan”)in effect for 2023 provides for an annual retainer for non-management directors of $100,000,$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: $125,000;$200,000; (ii) Audit Committee Chair: $25,000;$30,000; (iii) Compensation and Talent Committee Chair: $20,000;$25,000; (iv) NominatingFinance and Corporate GovernanceRisk Committee Chair: $25,000; (v) Information Technology Committee Chair: $20,000; and (v) Finance(vi) Nominating and RiskCorporate 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.

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Director Compensation



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 non-employee director, an initial award of RSUs having an aggregate fair market value on the grant date equal to $125,000.$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 $125,000.$160,000.
Initial RSU grantsDirectors awards of RSUs vest in three equal annual installments on each of the first three anniversaries of the grant date, and annual RSU grants vest in three equal annual installments on the day immediately preceding the date of the annual meeting of stockholders in each of the three years following the grant date. All RSUs vest in full in the event of a change ofin 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 2017 ALTEIP in any calendar year shall beis limited to a number that, combined with any cash fees or other compensation, does not exceed $600,000$750,000 in total value based on the share value on the date of grant (or $800,000$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) charities. In 2017, thestatus or equivalent charitable status as recognized in other countries. The Assurant Foundation matchedmatches up to $1,000 each inper calendar year for charitable contributions made by directors. Additionally, the Assurant Foundation double matched donations made to the American Red Cross during Assurant’s special Disaster Relief campaign in 2017.each director.
Separately, if a director contributes to the Assurant Political Action Committee, the Company makes an equivalent donation up to $5,000 to a U.S.-based Section 501(c)(3) charity of the director’s choice.


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Equity Compensation Plan Information
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Equity Compensation Plan Information

EQUITY COMPENSATION PLAN INFORMATION
The following table shows aggregate information, as of December 31, 2017,2023, 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 Rights1
(b)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights($)
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))2
Equity Compensation Plans Approved by Security Holders1,775,127—3,278,392
Equity Compensation Plans Not Approved by Security Holders———
Total1,775,127—3,278,392
Plan Category
(a)
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights1
(b)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights($)
(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 Holders2,108,898—3,995,496
Equity Compensation Plans Not Approved by Security Holders———
Total2,108,898—3,995,496
1This 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.
2This 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.
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1.
This amount reflects securities to be issued under outstanding awards of RSUs and PSUs. 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 1,461,386.
2.
This amount is comprised of 2,648,787 securities available for issuance under the Assurant, Inc. Amended and Restated 2004 Employee Stock Purchase Plan and 1,346,709 securities available for issuance under the ALTEIP.



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Transactions with Related Persons
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Transactions with Related Persons

Image208.jpgTRANSACTIONS WITH RELATED PERSONS
Transactions with Related Persons
TheThere were no related person transactions in 2023 requiring disclosure under SEC rules and there are no such currently proposed transactions. The Company engages in ordinary course business transactions with certain related persons, or companiesentities in which related persons serve as officers, directors or affiliates, and in which such related persons do not have a material 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 or Ratification of Transactions with Related Persons
In March 2007, to provide written guidelines on the review, approval
Image211.jpgREVIEW, APPROVAL AND MONITORING OF TRANSACTIONS WITH RELATED PERSONS

The Nominating and monitoring of transactions involving related persons, the NominatingCorporate Governance Committee adopted the Assurant, Inc. Related Person Transaction Policy. ItTransactions Policy and Procedures. The policy applies to transactions of at least $120,000 in which the Company transactions with related persons in excess of the threshold for disclosure in the proxy statement under the relevant SEC rules. Generally, such disclosure is required for transactions involving amounts exceeding $120,000or was to be a participant and in which a related person has a direct or indirect material interest. RelatedGenerally, 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.common stock.
Policy:Policy
RelatedThe Company’s policy is to enter into related person transactions must be approved byonly when the Nominating and Corporate Governance Committee which will approve the transaction only if it determines that thesuch transaction is in, or is not inconsistent with, the best interests of the Company and its stockholders. In determining whether to approve or ratify a transaction, the Nominating Committee will take into account, among other factors it deems appropriate: (1) the benefits to the Company; (2) the extent of the related person’s interest in the transaction, including the related person’s position(s) or relationship(s) with, or ownership of, the entity that is a party to, or has an interest in, the transaction; (3) the impact on a director’s independence if the related person is a director, an immediate family member of a director or an entity in which the director is a partner, stockholder or executive officer; and (4) whether the transaction is on terms no less favorable to the Company than those generally available to unrelated third-parties under similar circumstances.
If a related person transaction will be ongoing, the Nominating Committee may establish guidelines for the Company’s management to follow in its dealings with the related person. Thereafter, the Nominating Committee, at least annually, will review and assess the relationship with the related person to determine whether it remains appropriate.
Procedures: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 involves an amount in excess of $120,000 andis a related person hastransaction 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 material direct or indirect interest,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 considerationreview at its next meeting. If it is not practicable to wait until then, the Nominating and Corporate Governance Committee willmay call a special meeting toor the Chair of the Nominating and Corporate Governance Committee may consider the proposed transaction.transaction and report his or her decision at the next regularly scheduled Nominating and Corporate Governance Committee meeting.
After considering the pertinent facts, the•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 Committee’s nextand 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.


Table
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Security Ownership of Certain Beneficial OwnersSection 16(a) Beneficial Ownership Reporting Compliance
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Security Ownership of Certain Beneficial Owners

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Under Section 16(a) ofThe following table provides, with respect to each person or entity known by Assurant to be the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our directors, executive officers and beneficial ownersowner of more than tenfive percent of our Common Stock are requiredAssurant’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 OwnerShares of Common
Stock Beneficially
Owned		Percentage
of Class
The Vanguard Group, Inc.1
6,806,27813.1%
BlackRock, Inc.2
5,387,91110.4%
T. Rowe Price Investment Management, Inc.3
5,116,6159.8%
State Street Corporation4
2,713,3815.2%
1The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, filed a Schedule 13G/A on February 13, 2024 with respect to report their initialthe 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 subsequent changes in ownershipshared dispositive power with respect to 180,340 shares of our Common Stock and other equity securities to the SEC and the NYSE. They are also required to send copies of these reports to us. Solely on the basis of a review of forms filed pursuant to Section 16 of the Exchange Act, we believe that, in 2017, all such filing requirements were satisfied.

common stock.
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Corporate Governance

CORPORATE GOVERNANCE
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 corporation for the benefit of its stockholders is evidenced by the framework the Company currently has in place.
Highlights of Assurant Corporate Governance Framework
Independent Board Chair and Independent Board (except for CEO)Appropriate Mix of Director Diversity and Tenure; Added Two New Female Directors in 2017*
Annual Election of All DirectorsRegular Outreach to Investors
Proactive Adoption of Proxy AccessRegular Executive Sessions of Independent Directors
Majority -Vote and Director Resignation Policy for Directors in Uncontested Elections95% Director Attendance at Meetings
No Supermajority Voting ProvisionsClawback Policy
Annual Board and Committee Self-Evaluations, including periodic individual director evaluations and third-party facilitationNo Stockholder Rights Plan
100% Independent Board CommitteesOfficers and Directors Prohibited from Hedging and Pledging of Company Securities
Annual Board Evaluation of CEOAll Board Committees Authorized to Retain Independent Advisors
Limitation on Public Company Board and Audit Committee ServicePolicy Against Independent Corporate Political Expenditures**
* Will add two new directors in 2018 upon the closing of The Warranty Group acquisition
**(The Political Expenditures Policy is located in the “Corporate Governance” subsection of the “Investor Relations” section of our website at http://ir.assurant.com.)


Table of Contents
Corporate Governance

General
Composition of Board of Directors. The Board consists of 12 members: Mmes. Rosen (Non-Executive Chair), Douglas, Edelman and Perry and Messrs. Carver, Cento, Colberg, Jackson, Koch, Montupet, Reilly and Stein.
Board of Directors Committee Composition
AuditCompensation    
    Nominating and    
Corporate
Governance
Finance and
Risk
Elaine D. Rosen+
x
Howard L. Carverx▲
Juan N. Centoxx
Elyse Douglasx▲
Lawrence V. Jackson▲x
Charles J. Kochxx
Jean-Paul L. Montupetxx
Paul J. Reillyx*x
Robert W. Stein▲
Debra J. Perryx
Harriet Edelmanx
+
Non-Executive Chair of the Board. ▲ Denotes Committee Chair. * Denotes Vice Chair. The Vice Chair of the Audit Committee supports the Audit Committee Chair in leadership and oversight activities.
**Mr. Colberg does not serve on any Board committees.
Director Tenure. 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 can bring fresh insight and perspective. Our current Board reflects this perspective. Of our twelve directors, three have five or fewer years of service; six directors have between six and ten years of service and three directors have over ten years of service. The average director tenure for our independent directors is a little over seven years. 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.
Corporate Governance Guidelines. The Nominating Committee reviews our Corporate Governance Guidelines periodically to ensure they reflect current corporate governance standards. The Corporate Governance Guidelines and the charters of each of the Board’s standing committees may 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,2BlackRock, Inc., 28 Liberty Street, 41st Floor,50 Hudson Yards, New York, New York 10005.10001, 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.
Code3T. 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 Ethics.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.
4State 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 following 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 Owned1
Percentage of 
Class
Keith W. Demmings50,290*
Richard S. Dziadzio 15,757*
Keith R. Meier14,262*
Michael P. Campbell22,400*
Robert A. Lonergan15,967*
Francesca L. Luthi8,595*
Elaine D. Rosen 23,032*
Paget L. Alves3,482*
Rajiv Basu-*
J. Braxton Carter4,307*
Juan N. Cento 26,156*
Harriet Edelman 6,460*
Sari Granat 297*
Lawrence V. Jackson 22,815*
Debra J. Perry6,460*
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.
1Includes: for Mr. Meier, 747 shares of Common Stock held through the Assurant Code401(k) Plan as of EthicsDecember 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 applicabledeemed 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 of our employees,current directors and executive officers and directors, including the principal executive officer, the principal financial officer and the principal accounting officer. as a group, totaled 129,608.
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Audit Committee Matters
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Audit Committee Matters
Image255.jpgAUDIT COMMITTEE REPORT
The Code of Ethics may be found under the “Corporate Governance” subsectionAudit Committee of the “Investor Relations” sectionBoard of our website at http://ir.assurant.com, or by writing to our Corporate Secretary at Assurant, Inc., 28 Liberty Street, 41st Floor, New York, New York 10005. We intend to post any amendments to or waivers from our Code of Ethics that apply to our executive officers or directors at this location on our website.
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 available on the “Corporate Governance” subsection of the “Investor Relations” section of our website at http://ir.assurant.com.
Applying the Director Independence Standards, the Nominating Committee and the Board have affirmatively determined that Mmes. Rosen, Douglas, Perry and Edelman and Messrs. Carver, Cento, Jackson, Koch, Montupet,


Reilly and Stein are independentDirectors of the Company operates under a written charter, adopted and its management. In addition, they determined that each member ofreviewed annually by the Audit Committee and the Compensation Committee is independentBoard. The charter describes in greater detail the full responsibilities of the Company and its management underAudit Committee. Among other things, the applicable criteria.
In conducting its annual director independence determination,Audit Committee assists 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 either company involved or in which any such director had a direct or indirect financial interest. Specifically, the Board considered the following ordinary course business transactions and relationships:
The Company owns immaterial amounts of bonds in a company with which Mr. Cento is affiliated as an officer.
The Company also owns immaterial amounts of bonds in a company with which Mr. Koch is affiliated as a director.
Mmes. Rosen and Perry, and Messrs. Cento, Koch, Montupet 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 both companies and in which such directors had no material direct or indirect interest.
Matching contributions have been made on behalf of Mmes. Rosen, Edelman and Perry and Mr. Reilly to eligible charitable institutions with which these directors are affiliated. These matching gifts were made in accordance with the provisions and limitationsits oversight of the matching gift policies described on page 55.
Our Corporate Governance Guidelines state that if the Chair of the Board is an independent director, then the Chair shall serve as the presiding director. As the independent Chair of the Board, Ms. Rosen is the presiding director and chairs the executive sessions of the Board.
Board Leadership Structure and Role in Risk Oversight
In line with corporate governance best practices and the interests of stockholders, our Board has been chaired by an independent director since Assurant became a publicly traded company in 2004. Additionally, each of the Board committees is chaired by an independent director.
The Company has made effective risk management a key ongoing corporate objective. As a global risk management provider, Assurant faces risks that could have a material adverse effect on its business, financial condition and results of operations. For information on these potential risks, please see the section entitled “Risk Factors” in the 2017 Form 10-K. Because the risks faced by the Company span a wide variety of disciplines, senior management manages the risk and the Board oversees the Company’s risk management policies and practices. As described below and consistent with their charters, the committees of the Board oversee risk management in specific areas and regularly discuss risk-related issues with the entire Board.
In 2016, the Company established the Office of Risk Management, which coordinates the Company’s risk management activities, and appointed Mr. Pagano as its Chief Risk Officer. The Company’s internal risk governance structure is headed by the Executive Risk Committee, which is chaired by our CEO and composed of our Chief Risk Officer, Chief Financial Officer, Chief Operating Officer and Chief Legal Officer. It is responsible for the strategic directiveintegrity of the Company’s enterprise risk managementquarterly and provides updates toannual financial statements; the Board. The Enterprise Risk Management Committee (the “ERMC”), which is chaired by our Chief Risk OfficerCompany’s compliance with legal and includes senior members of risk managementregulatory requirements; the independent auditors’ qualifications and other areas of the Company, is responsible for the interdisciplinary oversight of business unit and enterprise risksindependence; and the design, management and recommendation of the risk appetite framework and limits. The ERMC reports to the Executive Risk Committee and the Company’s Management Committee. The Business Risk Committee, Finance and Investment Risk Committee and Insurance Risk Committee are composed of managers from across the Company with knowledge related to the scope of the committee and are responsible for the oversight, management and reporting of different sets of risks. These committees report to the ERMC and have issue-specific committees that report to them. The Office of Risk Management develops risk assessment and risk management policies, facilitates reporting and prioritizing in the assessment of risk and coordinates with the committees described above, the Internal Audit Services department and other corporate committees and departments charged with functions related to risk management.
As the focus committee for enterprise risk management, the Board's Finance and Risk Committee reviews a number of enterprise risks, including with respect to the Company’s operating segments and the Company’s investment,

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Corporate Governance

financing, capital management and catastrophe reinsurance activities. The Finance and Risk Committee regularly reviews risks, policies, strategies and outcomes in those areas with the CFO and Chief Investment Officer. Although the Finance and Risk Committee acts as the focus committee of the Board for enterprise risk management matters, the full Board maintains responsibility for and is actively involved in oversight of enterprise risk management.
The Audit Committee focuses on risks relating to the Company’s financial reporting, compliance, data security and information technology, ethics and fraud deterrence, and internal controls and procedures. The Audit Committee regularly reviews the Company’s financial statements and public disclosures, receives updates from management focused on the aforementioned risk areas and reviews the effectivenessperformance of the Company’s internal control environmentaudit function and compliance program. Theindependent auditors. In addition, the Audit Committee periodically reviews the Company’s guidelines and policies with respect to risk assessment and risk management.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
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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 receives quarterly updateshas received the written disclosures and the letter from PwC required by the Company’s Chief Information Security Officerapplicable requirements of the PCAOB regarding information technology, including cybersecurity.  The Finance and Risk Committee provides secondary oversight as part of its overall role in enterprise risk management. The Senior Vice President of Internal Audit Services, who oversees the Company’s internal audit function, reports directly to the Chair ofPwC’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 toall audit, audit-related and non-audit services provided by PwC.
On the Chief Legal Officer. The Compensation Committee focuses on risks in areas such as executive retention and compensation plan design. With the assistance of its independent compensation consultant, the Compensation Committee undertakes an annual risk reviewbasis of the Company’s variable pay plans, policiesreview and practices for certain employees, includingdiscussions referred to above, the Company’s executive officers.
The Nominating Committee oversees the management of risk in areas such as management and Board succession.
Board and Committee Meetings and Attendance
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 2017, and the average attendance of all directors in 2017 was approximately 95%. All directors serving on the Board attended the 2017 Annual Meeting of Stockholders.
Our Board has a standing Audit Committee a standing Compensation Committee and a standing Nominating Committee. In 2017, the Board and these committees met as follows:
 Board*    Audit    Compensation    
Nominating and
Corporate 
Governance    
Number of Meetings in 201771289
*Independent Directors met in executive session at all of the seven Board meetings, including separate sessions during each executive session consisting exclusively of independent directors.
Nominating and Corporate Governance Committee
The Nominating Committee reviews and recommendshas recommended to the Board among other things, Board membership criteria, nominees for election as directors, membership of the committees of the Board and matters relating to the performance, diversity and independence of Board members. The Nominating Committee oversees and approves the management continuity and succession process, questions of director independence and conflicts of interest, and the Board’s corporate governance policies and procedures. The Nominating Committee and the Board annually review the management succession plan, which includes emergency successors for executive management. The Nominating Committee also oversees the process for director succession and the annual Board and Board committee self-assessment, which informs the annual director nomination process. The Nominating Committee periodically uses and for 2017 used an external resource to facilitate the self-assessment. Each committee and the Board discussed the outcome of its own self-assessment during an executive session of a regularly scheduled meeting and developed an action plan for execution. Periodically, individual director performance is assessed by a process conducted by the Board Chair and the Chair of the Nominating Committee, and at times, facilitated by an external resource. The Chair of the Nominating Committee solicited and addressed feedback regarding the performance of the Board Chair.

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Corporate Governance

The Board believes that the periodic rotation of committee assignments provides an opportunity to foster diverse perspectives and develop breadth of knowledge within the Board. Annually, the Nominating and Corporate Governance Committee reviews the composition and leadership of its committees, including member and chair tenure, and may recommend to the Board rotation of certain committee members and chairs. The Board has determined that all members of the Nominating Committee are independent pursuant to Section 303A.04 of the NYSE Listing Company Manual.
The Charter of the Nominating Committee canaudited financial statements be found under the “Corporate Governance” subsection of the “Investor Relations” section of our website at http://ir.assurant.com.
Consideration of Stockholder Candidates and Selection Criteria
The Nominating Committee will consider candidates recommended by our stockholders for nomination for election to the Board at an annual meeting. A stockholder who wishes to recommend a candidate for nomination to the Board must submit such recommendation in writing to the Corporate Secretary of Assurant, 28 Liberty Street, 41st floor, New York, New York 10005. In addition, in connection with ongoing tenure and age limits review, the Nominating Committee may seek to identify and recruit candidates and recommend them to the Board.
The Nominating Committee will consider prospective nominees for the Board, whether selected by the Nominating Committee or recommended by the stockholders, applying the same criteria to all candidates. Once the Nominating Committee identifies a need to replace a current member of the Board, to fill vacancies or to expand the size of the Board, it follows a process to identify and evaluate candidates which includes (a) meetings to evaluate biographical information and background material and (b) interviews of selected candidates. Recommendations by the Nominating Committee of candidates for inclusionincluded in the Board’s slate of director nominees are based upon2023 Form 10-K for filing with the criteria set forth in the Company’s Corporate Governance Guidelines, including the candidate’s knowledge, experience and skills with respect to accounting and finance, business judgment, management, industry knowledge, leadership and strategic vision, and the candidate’s ability to demonstrate certain personal characteristics, including integrity, accountability, informed judgment, financial literacy, mature confidence, interpersonal skills and high performance standards. Recommendations by the Nominating Committee are also based on other relevant factors that it may deem appropriate, including the current composition of the Board.SEC.
The Nominating Committee actively considers diversity in recruitment and nomination of the Company’s directors and makes recommendations to the Board regarding diversity among director candidates.
Proxy Access Stockholder Right
Following extensive engagement with our stockholders, our Board adopted proxy access in May 2017, permitting a stockholder or a group of up to 20 stockholders holding 3% of our outstanding shares of common stock 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 detail in our By-laws. If you wish to propose any action 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 before the anniversary of the date the corporation distributed its proxy statement for the prior year's annual meeting of stockholders. For our 2019 Annual Meeting, we must receive this notice between October 27, 2018 and November 26, 2018. Stockholders should send their notices to the Corporate Secretary of Assurant, 28 Liberty Street, 41st floor, New York, New York 10005.
Audit Committee
The Audit Committee’s purpose is (1) to advise and assist the Board in its oversight of our quarterly and annual financial statements, our compliance with legal and regulatory requirements, our independent registered public accounting firm’s qualifications and independence, and the performance and effectiveness of the Company’s internal controls over financial and management information and of the independent registered public accounting firm; and (2) to review and advise the Board on other matters at their request. The Board has determined that all members of the Audit Committee are independent as that term is defined by the NYSE rules and in Rule 10A-3(b)(1) of the Exchange Act. 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.


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Corporate Governance

Audit Committee Financial Experts
The Board has determined that all members of the Audit Committee are independent as independence is defined in the applicable listing standards and financially literate as that qualification has been interpreted by the Board in its business judgment and that Messrs. Carver, Stein andPaul J. Reilly, and Ms. Douglas are “audit committee financial experts” for purposes of SEC Regulation S-K, Item 407(d)(5).
Compensation Committee
The Compensation Committee establishes, reviews and monitors our compensation philosophy and practices in order to assist the Board in the fulfillment of its responsibilities relating to (1) the Company’s compensation programs and the compensation of the Company’s executives and (2) the production of an annual report on executive compensation for inclusion in our proxy statement. The Compensation Committee is composed entirely of independent directors under the NYSE Listed Company Manual standards and who satisfy the requirements to be “non-employee directors” under Section 16 of the Exchange Act (and “outside directors” under Section 162(m) of the Code). The Charter of the Compensation 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 Committee has engaged Semler Brossy since 2015 as its independent compensation consultant to provide analysis and advice on such items as pay competitiveness, incentive plan design, performance measurement, design and use of equity compensation 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, please see “CD&A—Input from Independent Compensation Consultant” on page 28.
The Compensation Committee conducts an annual independence review of Semler Brossy, considering certain factors, including, among other things: (1) other services provided to us by the consultant; (2) fees paid by us as a percentage of the consulting firm’s total revenue; (3) policies or procedures maintained by the consulting firm that are designed to prevent a conflict of interest; (4) any business or personal relationships between the individual consultants involved in the engagement and a member of the Compensation Committee; (5) any company stock owned by the individual consultants involved in the engagement; and (6) any business or personal relationships between our executive officers and the consulting firm or the individual consultants involved in the engagement. As a result of this review, the Compensation Committee concluded that no conflict of interest exists with respect to the services provided by Semler Brossy.
Role of Management
In addition to receiving input from its independent compensation consultant, the Compensation Committee also receives recommendations from the CEO on the compensation of each member of the Management Committee other than himself. For more information on the role of management in compensation recommendations and decisions, please see the “CD&A—Input from Management” on page 28.
Finance and Risk Committee
The Finance and Risk Committee is responsible for reviewing the strategies and policies of the Company for achieving finance and investment objectives and activities, and making recommendations to the Board regarding these objectives and activities. The Committee also acts as the focus committee of the Board for oversight of the Company’s enterprise risk management activities. 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.
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee is now, or was during 2017 or any time prior thereto, an officer or employee of the Company. No member of the Compensation Committee had any relationship with the Company or any of its subsidiaries during 2017 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

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Corporate Governance

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 Committee.
Communicating with the Presiding Director and the Board of Directors
To contact the presiding director and the other non-management members of the Board, interested persons may write to: Elaine Rosen, Chair of the Board of Directors, c/o the Law Department, Assurant, Inc., 28 Liberty Street, 41st Floor, New York, New York 10005 or submit questions or concerns by email to boardchair@assurant.com.
Relevant communications are distributed to the Board, or to any individual director or directors, as appropriate, depending on the facts and circumstances outlined in the communication. 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.

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Compensation Committee Report

COMPENSATION COMMITTEE REPORT
The Compensation 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 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 2017 Annual Report on Form 10-K.
Compensation Committee
Lawrence V. Jackson, Chair
Juan N. CentoRajiv Basu
J. Braxton Carter
Harriet Edelman
Charles J. Koch
Elaine D. Rosen



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Audit Committee Matters

AUDIT COMMITTEE MATTERS
Audit Committee Report
The Audit Committee of the Board of Directors of the Company consists of four independent directors and operates under a written charter, adopted and reviewed annually by the Board. Among other things, the Audit Committee assists the Board in its oversight of the Company’s financial accounting and reporting processes; the activities, qualifications and performance of the Company’s independent registered public accounting firm and internal auditors; and the effectiveness of the Company’s internal control environment.
In addition, the Audit Committee assists the Board in oversight of the Company’s risk management policies. Additional information regarding the role of the Board 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 financial statements; for maintaining appropriate accounting and financial reporting processes; for the establishment and effectiveness of the Company’s internal controls and 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, 2017 and management’s assessment that the Company maintained effective internal control over financial reporting as of December 31, 2017. 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, 2017 (the “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, 2017. 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 management, including the guidelines and policies that govern the process by which risk management is undertaken.
PricewaterhouseCoopers LLP (“PwC”) serves as the Company’s independent registered public accounting firm. Each year, the Audit Committee, in consultation with management and the Company’s internal auditor, 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. 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 audit partner and other principle team members, and the Audit Committee and its chair are involved in the selection of the new lead engagement partner when required by periodic auditor rotation or when otherwise applicable. The Audit Committee is responsible for pre-approving the audit fees and terms associated with the Company’s retention of its independent registered public accounting firm and regularly reviews and pre-approves fees to be paid to PwC.
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, 2017, as well as the effectiveness of the Company's internal control over financial reporting as of December 31, 2017. It also has discussed with PwC the matters required to be discussed by the Statement on Auditing Standards No. 16 (Communications with Audit Committees), as adopted by the Public Company Accounting Oversight Board (the “PCAOB”). The Audit Committee also has received written disclosures and a letter from PwC regarding its communications with the Audit Committee concerning independence from the Company, pursuant to applicable requirements of the PCAOB, has discussed with PwC the independence of the firm, and has considered all of the above-referenced communications as well as all audit, audit-related and non-audit services provided by PwC.

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Audit Committee Matters

On the basis of the review and discussions referred to above, the Audit Committee has recommended to the Board that the audited consolidated financial statements be included in the 2017 Form 10-K.
The Audit Committee
Robert W. Stein Chair
Howard L. Carver
Elyse Douglas
Paul J. Reilly


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Audit Committee Matters

Fees of Principal AccountantsImage256.jpgFEES OF PRINCIPAL ACCOUNTANTS
The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of PricewaterhouseCoopers LLP,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, including both audit services and non-audit services prior to such services being rendered.firm. The Audit Committee has delegated to the Audit Committee Chair the abilityauthority 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 non-auditsuch services that are pre-approved by the Chair must then be reported and ratified at the next fullregularly 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.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, 20172023 and 2016:2022:

 20232022
Description of Fees1
Amounts
(in thousands)		Amounts
(in thousands)
Audit Fees2
$14,483 $13,302 
Audit-Related Fees3
2,483 2,296 
Tax Fees4
71 260 
All Other Fees5
22 51 
Total$17,059 $15,909 
1Fees 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.
2Audit 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.
3Audit-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.
4Tax fees include both recurring and non-recurring permissible professional services rendered, primarily relating to compliance services.
5All other fees were for permissible professional services rendered in connection with various services unrelated to the above categories.
  2017 2016
Description of Fees1
 
Amounts
(in thousands)
 
Percentage of
Services Approved
by Audit Committee
 
Amounts
(in thousands)
 
Percentage of
Services Approved
by Audit Committee
Audit Fees2
 $12,359
 100% $12,480
 100%
Audit-Related Fees3
 $2,743
 100% $833
 100%
Tax Fees4
 $104
 100% $409
 100%
All Other Fees5
 $177
 100% $250
 100%
       94                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement
1.
The fees include out-of-pocket expenses incurred by PwC and billed to the Company in connection with the respective services of $305,000 and $315,000 for 2017 and 2016.
2.
Audit fees were for professional services rendered for the audit of the Company's consolidated financial statements and effectiveness of its internal controls over financial reporting, as well as those subsidiary and statutory audits directly related to the performance of the consolidated audit.
3.
Audit-related fees were for professional services rendered in connection with control attestation services, benefit plan audits, due diligence services, subsidiary and statutory audits that are not directly related to the performance of the consolidated audit, consultation on accounting and financial reporting matters and other agreed upon procedures.
4.
Tax fees were for professional services rendered in connection with tax planning, including fees for advice services.
5.
All other fees were for professional services rendered in connection with various consulting services.



Incorporation by Reference
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Other Matters

INCORPORATION BY REFERENCEIncorporation 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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Annual Report and Form 10-K
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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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Additional Annual Meeting Information
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Additional Annual Meeting Information
Image255.jpgSTOCKHOLDER 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 recording. 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).
Image255.jpgNOTICE 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,
       97                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Additional Annual Meeting Information
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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.
Image255.jpgSTOCKHOLDERS 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.
Image255.jpgPROXY 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.
Image255.jpgSHAREHOLDERS 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.
       98                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement

Additional Annual Meeting Information
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Image255.jpgQUORUM; 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.
Image255.jpgOTHER 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,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.
ANNUAL REPORT AND FORM 10-K
The 2017 Annual Report to Stockholders, which includes the 2017 Form 10-K, accompanies this proxy statement.
Without charge, stockholders may obtain a copy of our 2017 Form 10-K containing the audited consolidated financial statements of Assurant for the fiscal year ended December 31, 2017, as filed with the SEC, without the accompanying exhibits, by writing to Investor Relations, Assurant, Inc., 28 Liberty Street, 41st Floor, New York, New York 10005. A list of exhibits is included in the accompanying 2017 Form 10-K, and exhibits are available from Assurant upon payment to Assurant of the cost of furnishing them. Without charge, copies of our 2017 Form 10-K and accompanying exhibits are also available from the “Investor Relations” section of our website at http://ir.assurant.com.

Table
       99                                                             Notice of Contents2024 Annual Meeting of Stockholders and Proxy Statement

Stockholder Proposals
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STOCKHOLDER PROPOSALSStockholder Proposals and Director Nominations
To be considered for inclusion in our proxy materials pursuant to Rule 14a-8 under the Exchange Act for our 20192025 annual meeting of stockholders, proposals of stockholders must be received by the Corporate Secretary ofin writing at Assurant, 28 Liberty Street, 41st Fl.Inc., New York, New York 10005,260 Interstate North Circle SE Atlanta, GA 30339 and via email at corporatesecretary@assurant.com, no later than November 26, 2018.December 5, 2024 and must comply with the procedures of Rule 14a-8 under the Exchange Act.
Stockholders intending to present business at our 2019 Annual Meeting,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 20192025 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 10, 201923, 2025 and no later than February 9, 2019.22, 2025.
These requirements are separate and distinct from the SEC requirements thatOur Board has adopted proxy access, which permits a stockholder must meetor a group of up to have20 stockholders holding 3% or more of our outstanding shares of common stock continuously for at least three years to nominate a stockholder proposal includednumber 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 statement.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 further information on how a stockholder may nominate a candidateour 2025 annual meeting of stockholders, we must receive this notice between November 5, 2024 and December 5, 2024. Stockholders should send their notices to serve as a director, please see page 63.the Corporate Secretary at Assurant, Inc., 260 Interstate North Circle SE Atlanta, GA 30339 and via email at corporatesecretary@assurant.com.
       100                                                             Notice of 2024 Annual Meeting of Stockholders and Proxy Statement
By OrderAPPENDIX A: Reconciliation of the Board of Directors,
Non-GAAP Financial Measures
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Carey S. Roberts
Executive Vice President, Chief
Legal Officer and Secretary
Dated: March 27, 2017


RECONCILIATION OF CERTAIN NON-GAAP FINANCIAL MEASURESAppendix 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 performanceperformance. Assurant’s non-GAAP financial measures should not be considered in this proxy statement.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.
Operating Return on Equity, excluding AOCI and Reportable Catastrophe Losses. Assurant uses net operating return on equity ("Operating ROE"),income, excluding accumulated other comprehensive income ("AOCI") and 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’sCompany's stockholder value in this proxy statement. Net operating performance. Operating ROE,income equals GAAP net income (or net income from continuing operations), excluding AOCInet realized losses (gains) on investments and reportable catastrophe losses, equalsfair 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, (asexcluding reportable catastrophes (each as defined below) for the periods presentedabove), plus any dilutive preferred stock dividends, divided by the weighted average stockholders’ equity, excluding AOCI and reportable catastrophes, for the year-to-date period.diluted shares outstanding. The Company believes Operating ROE excluding AOCI and reportable catastrophe lossesthis metric provides investors a valuablewith an important measure of stockholder value because the performance of the Company’s ongoing business, because it excludes the effect of Assurant Health runoff operations, the divested Assurant Employee Benefits business, which was sold on March 1, 2016, and reportable catastrophes, which can be volatile. The calculation also excludes net realized gains (losses) on investments, amortization of deferred gains and gains on disposal of businesses and those events that are highly variable andexcluded items do not represent the ongoing operations of the Company. The comparable GAAP measure is GAAP return on equity (“GAAP ROE”), defined as net income, for the period presented, divided by average stockholders’ equity for the year
 Twelve Months Ended
December 31,
 2017 2016
Annual operating return on average equity, excluding AOCI and reportable catastrophe losses10.4% 10.5%
Assurant Health runoff operations0.3% (1.1)%
Assurant Employee Benefits— 0.2%
Net realized gains on investments0.5% 2.9%
Amortization of deferred gains and gains on disposal of businesses1.7% 7.1%
Impact of the TCJA at enactment4.5% —
Expenses related to The Warranty Group acquisition(0.2)% —
Change in tax liabilities0.7% —
Loss on extinguishment of debt— (0.4)%
Reportable catastrophe losses(4.9)% (2.8)%
Other adjustments:   
Gain related to benefit plan activity0.3% 0.3%
Gain on sale of buildings0.1% —
Amounts related to sale of Assurant Employee Benefits— (0.5)%
Post-close contingency liability of previous disposition(0.3)% (0.4)%
Intangible asset impairment— (0.2)%
Change in fair value of derivative investment— 0.1%
Change due to effect of including AOCI and other(0.7)% (2.6)%
Annual GAAP return on average equity12.4% 13.1%
Net Operating Income, excluding Reportable Catastrophe Losses. Assurant uses net operating income, excluding reportable catastrophes, as an important measure of the Company’s operating performance. Net operating income (loss) equals net income (loss), excluding Assurant Health runoff operations, Assurant Employee Benefits, net realized gains (losses) on investments, amortization of deferred gainsCompany, and gains on disposal of businesses and other highly variable or unusual items. Additionally, the calculation for 2017 excludes a one-time estimated benefit related to the enactment of the Tax Cuts and Jobs Act (TCJA) which was signed into law on December 22, 2017. The Company believes net operating income, excluding reportable catastrophes, provides investors a valuable measure of the performance of the Company’s ongoing business because it excludes the effect of reportable catastrophes, which can be volatile. The comparable GAAP measure is net income.
.

 Twelve Months Ended
December 31,
(dollars in millions)2017 2016
Net operating income, excluding reportable catastrophe losses$412.5 $379.3
Assurant Health runoff operations16.0 (47.3)
Assurant Employee Benefits— 13.8
Net realized gains on investments30.1 162.2
Reportable catastrophe losses(295.7) (157.4)
Amortization of deferred gains and gains on disposal of businesses103.9 394.5
Impact of TCJA at enactment177.0 —
Expenses related to The Warranty Group acquisition(12.5) —
Changes in tax liabilities27.1 —
Loss on extinguishment of debt— (23.0)
Other adjustments:   
Gain related to benefit plan activity20.8 22.1
Gain on sale of buildings5.7 —
Amounts related to sale of Assurant Employee Benefits— (26.6)
Post-close contingency liability of previous disposition(17.4) (23.0)
Intangible asset impairment— (16.7)
Change in fair value of derivative investment— 4.1
      Provision for income taxes52.1 (116.6)
Net income$519.6 $565.4
Net Operating Income per Diluted Share, excluding Reportable Catastrophe Losses. Assurant usesincome (or net operating 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-1Notice 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)202220212020
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 securities3.28(2.14)0.281.42
Global Preneed goodwill impairment——2.182.18
COVID-19 direct and incremental expenses0.080.170.430.68
CARES Act tax benefit (after-tax)——(1.34)(1.34)
Non-core operations1.450.23—1.68
Restructuring costs0.970.22—1.19
Net charge related to Iké——0.090.09
Loss on extinguishment of debt and other related costs0.020.34—0.36
Other Adjustments:
Assurant Health runoff operations0.01(0.01)(0.25)(0.25)
Acquisition integration expenses0.270.290.350.91
Foreign exchange related losses0.250.230.190.67
Gain related to benefit plan activity(0.33)(0.27)(0.25)(0.85)
State tax for AEB sale (after-tax)——0.050.05
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)
Merger and acquisition transaction and other related expenses(1)
0.250.070.110.43
(Benefit) provision for income taxes(1.18)0.22(0.06)(1.02)
Total adjustments, after-tax5.07(0.65)1.646.06
Reportable catastrophes, pre-tax3.142.592.758.48
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-2Notice 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)202320222021
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 securities1.283.28(2.14)2.42
COVID-19 direct and incremental expenses—0.080.170.25
Non-core operations0.941.450.232.62
Restructuring costs0.640.970.221.83
Loss on extinguishment of debt and other related costs—0.020.340.36
Other Adjustments:
Assurant Health runoff operations(0.13)0.01(0.01)(0.13)
Acquisition integration expenses0.010.270.290.57
Foreign exchange related losses0.580.250.231.06
Gain related to benefit plan activity(0.45)(0.33)(0.27)(1.05)
Merger and acquisition transaction and other related expenses(1)
0.020.250.070.34
(Benefit) provision for income taxes(0.50)(1.18)0.22(1.46)
Total adjustments, after-tax2.395.07(0.65)6.81
Reportable catastrophes, pre-tax2.083.142.597.81
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-3Notice 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 catastrophecatastrophes, 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,
2023
GAAP net income$642.5
Less:
Interest expense108.0
Provision for income taxes164.3
Depreciation expense109.3
Amortization of purchased intangible assets77.9
Adjustments, pre-tax:
Net realized losses on investments and fair value changes to equity securities68.7
Gain on extinguishment of debt(0.1)
Non-core operations50.4
Restructuring costs34.3
Other Adjustments:
Assurant Health runoff operations(6.9)
Acquisition integration expenses0.5
Foreign exchange related losses31.3
Gain related to benefit plan activity(24.0)
Merger and acquisition transaction and other related expenses1.3
Total other adjustments2.2
Reportable catastrophes111.8
Adjusted EBITDA, excluding reportable catastrophes$1,369.3
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       A-4Notice 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. Net operating incomeAssurant defines Adjusted earnings per diluted share excluding reportable catastrophe losses, equalsas net operating income (defined above)(or net income from continuing operations), excluding reportable catastrophenet 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 measuremetric provides investors a valuablewith an important measure of stockholder value because it excludes the effect of reportable catastrophe losses, which can be volatile, and the effect of Assurant Health runoff operations and the divested Assurant Employee Benefits business, which was sold on March 1, 2016. The calculation also excludes net realized gains (losses) on investments, amortization of deferred gains and gains on disposal of businesses and those eventsitems that are highly variable and do not represent the ongoing operations of the Company.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 would beis net income (or net income from continuing operations) per diluted share defined as net income divided by weighted average diluted shares outstanding.(defined above).



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       A-5Notice 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,
2023202220212020
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 securities1.283.28(2.14)0.14
Amortization of purchased intangible assets1.451.271.100.83
COVID-19 direct and incremental expenses—0.080.170.42
CARES Act tax benefit (after-tax)———(1.34)
Loss on extinguishment of debt—0.020.34—
Non-core operations0.941.450.23(0.12)
Restructuring costs0.640.970.22—
Other Adjustments:
Assurant Health runoff operations(0.13)0.01(0.01)(0.25)
Net charge related to Iké———0.09
Acquisition integration expenses0.010.270.290.35
Foreign exchange related losses0.580.250.230.18
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)
Merger and acquisition transaction and other related expenses(1)
0.020.250.070.27
Benefit for income taxes(0.80)(1.44)(0.02)(0.19)
Total adjustments, after-tax3.546.080.210.05
Reportable catastrophes, pre-tax2.083.142.592.83
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-6Notice of 2024 Annual Meeting of Stockholders and Proxy Statement


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VOTE BY INTERNET
Before The Meeting - Go towww.proxyvote.com or scan QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of Contentsinformation. 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.
ASSURANT, INC.
260 Interstate North Circle SE
Atlanta, GA 30339
During The Meeting- Go to www.virtualshareholdermeeting.com/AIZ2024
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.
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.

Appendix A
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.
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.
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.
The Board of Directors recommends you to vote FOR the following:
1.Election of Directors:
The Board of Directors recommends you vote FOR proposals 2 and 3.
NomineesForAgainstAbstainForAgainstAbstain
1a.Elaine D. Rosenooo2.Ratification of the appointment of PricewaterhouseCoopers LLP as Assurant’s independent registered public accounting firm for 2024.ooo
1b.Paget L. Alvesooo
1c.Rajiv Basuooo3.Advisory approval of the 2023 compensation of the Company’s named executive officers.ooo
1d.J. Braxton Carterooo
1e.Keith W. Demmingsooo
NOTE: Such other business as may properly come before the meeting or any adjournment thereof.
1f.Harriet Edelmanooo
1g.Sari Granatooo
1h.Lawrence V. Jacksonooo
1i.Debra J. Perryooo
1j.Ognjen (Ogi) Redzicooo
1k.Paul J. Reillyooo
YesNo
Please indicate if you plan to attend this meeting.
oo
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


 Twelve Months Ended
December 31,
 2017 2016
Net operating income, excluding reportable catastrophe losses, per diluted share$7.46 $6.12
Assurant Health runoff operations0.29 (0.77)
Assurant Employee Benefits— 0.22
Net realized gains on investments0.54 2.62
Reportable catastrophe losses(5.35) (2.54)
Amortization of deferred gains and gains on disposal of businesses1.87 6.37
Impact of TCJA at enactment3.20 —
Expenses related to The Warranty Group acquisition(0.23) —
Change in tax liabilities0.49 —
Loss on extinguishment of debt— (0.37)
Other adjustments:   
Gain related to benefit plan activity0.38 0.36
Gain on sale of buildings0.10 —
Amounts related to sale of Assurant Employee Benefits— (0.43)
Post-close contingency liability of previous disposition(0.31) (0.37)
Intangible asset impairment— (0.27)
Change in fair value of derivative investment— 0.07
 Provision for income taxes0.95 (1.88)
Net income per diluted share$9.39 $9.13








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


ASSURANT, INC.
Annual Meeting of Stockholders
May 23, 2024 8:00 AM ET
This proxy is solicited by the Board of Directors
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.
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

A-3