Compensation Committee Charter

Compensation Committee Charter

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Committee Members

Lawrence V. Jackson
Juan N. Cento
Harriet Edelman
Elaine D. Rosen
Charles J. Koch

I. PURPOSE

The Compensation Committee (the “Committee”) shall:

  1. Fulfill the responsibilities of the Board of Directors (the “Board”) of Assurant, Inc. (the “Company”) to the stockholders and investment community with respect to the corporation’s compensation programs and compensation of the corporation’s executives; and
  2. Produce an annual report on executive compensation for inclusion in the corporation’s annual proxy statement, in accordance with applicable rules and regulations of the New York Stock Exchange, Inc. (the “NYSE”), Securities and Exchange Commission (the “SEC”) and other regulatory bodies.

II. STRUCTURE AND OPERATIONS

Composition and Qualifications

The Committee shall be comprised of three or more members of the Board. Each member of the Committee shall be a director who is determined by the Board to be “independent” under the rules of the NYSE and shall meet any other standards of independence as prescribed for purposes of any federal securities laws or other laws relating to the duties and responsibilities of the Committee. The Board must consider all factors specifically relevant to determining whether a director has a relationship with the Company which is material to such director’s ability to be independent from management in connection with the duties of a Committee member, including, but not limited to: (i) sources of compensation of such director, including any consulting, advisory or other compensatory fees paid by the Company to such director and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company. Additionally, no director may serve unless he or she (i) is a “Non-employee Director” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and (ii) satisfies the requirements of an “outside director” for purposes of Section 162(m) of the Internal Revenue Code.

Appointment and Removal

The members of the Committee shall be appointed by the Board upon the recommendation of the Nominating and Corporate Governance Committee and shall serve until such member’s successor is duly qualified and elected or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.

Chair

The Chair of the Committee shall be elected by the Board. The Chair will preside over all regular sessions of the Committee and set the agendas for Committee meetings.

Delegation of Responsibilities

In fulfilling its responsibilities, the Committee shall be entitled to delegate any or all of its responsibilities to a subcommittee of the Committee. Under a standing resolution, the Board (including Compensation Committee members) has authorized the Company’s Chief Executive Officer (the “CEO”), as a subcommittee of the Board, to grant equity awards based on Company common stock to non-executive officers and employees, and such authority has been narrowly defined to cover a certain incentive or equity-based plan of the Company, and the authority granted is with regard to a specified number or amount of awards. The Committee periodically reviews the awards granted by the Chief Executive Officer pursuant to such authority.

III. MEETINGS

The Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Chair of the Board or any member of the Committee may call meetings of the Committee. At any meeting of the Committee, the presence of a majority of its members then in office shall constitute a quorum for the transaction of business; and the act of a majority of its members present at a meeting at which a quorum is present shall be the act of the Committee Minutes of all meetings of the Committee shall be kept.

As part of its review and establishment of the performance criteria and compensation of designated key executives, the Committee should meet separately at least on an annual basis with the CEO, the corporation’s principal human resources executive, and any other corporate officers, as it deems appropriate. However, the Committee should meet regularly without such officers present, and in all cases such officers shall not be present at meetings at which their performance and compensation are being discussed and determined.

All non-management directors who are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, member of management of the corporation and such other persons as it deems appropriate in order to carry out its responsibilities. The Committee may also exclude from its meetings any persons it deems appropriate in order to carry out its responsibilities.

IV. RESPONSIBILITIES AND DUTIES

The following functions shall be the common recurring activities of the Committee in carrying out its responsibilities outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.

The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate and shall have the sole authority to retain outside counsel or other experts for this purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of retention.

The Committee’s duties shall include the following:

  1. Review and oversee the overall compensation philosophy of the corporation.
  2. Review and approve corporate goals and objectives relevant to CEO compensation, including annual performance objectives.
  3. Evaluate the performance of the CEO in light of such goals and objectives and, based on such evaluation, either as a committee or together with other independent directors (as directed by the Board), review and approve the annual salary, bonus, stock options and other benefits, direct and indirect, of the CEO.
  4. Annually review and approve non-CEO executive officer compensation (including annual performance objectives) after having received and considered the recommendations of the CEO.
  5. In connection with executive compensation programs:
    1. Review and recommend to the full Board, or approve, executive compensation programs
    2. Review on a periodic basis the operations of the corporation's executive compensation programs to determine whether they are properly coordinated and achieving their intended purpose(s);
    3. Oversee management’s efforts to ensure that the Company’s compensation programs do not encourage excessive or inappropriate risk-taking; and
    4. Establish and periodically review policies for the administration of executive compensation programs; and
    5. Take steps to modify any executive compensation program that yields payments and benefits that are not reasonably related to executive and corporate performance.
  6. Establish and periodically review policies in the area of senior management perquisites.
  7. Review and approve, subject to the Assurant Related Person Transactions Policy and Procedure, any contracts or other transactions with executive officers of the corporation, including consulting arrangements, employment contracts, severance or termination arrangements.
  8. Review and make recommendations to the full Board regarding the form and amount of director compensation.
  9. Review and make recommendations to the full Board with respect to the corporation's incentive-compensation plans and equity-based plans that are subject to Board approval.
  10. Review and approve all awards granted under the corporation's equity-based incentive plans, to the extent not otherwise delegated.
  11. Review stock ownership guidelines for the Board and certain officers.
  12. Oversee the Company's retirement, savings, health and other benefit plans.
  13. Prepare a compensation committee report on executive compensation as required by the SEC to be included in the corporation's annual proxy statement.
  14. Report regularly to the Board (i) following meetings of the Committee, (ii) with respect to such other matters as are relevant to the Committee's fulfillment of its responsibilities and (iii) with respect to such recommendations as the Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make such report.
  15. Maintain minutes or other records of meetings and activities of the Committee.
  16. Retain or obtain, in its sole discretion, the advice of a compensation consultant, independent legal counsel or other adviser.
  17. Be directly responsible for the appointment, compensation and oversight of the work of any compensation consultant, independent legal counsel or other adviser retained by the Committee.
  18. Appropriate or allocate such funding from the Company as the Committee determines for payment of reasonable compensation to a compensation consultant, independent legal counsel or any other adviser retained by the Committee.
  19. Select a compensation consultant, legal counsel or other adviser to the Committee only after taking into consideration all factors relevant to that person's independence from management, including the following:
    1. The provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
    2. the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
    3. The policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
    4. Any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
    5. Any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
    6. Any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company.
  20. V. ANNUAL PERFORMANCE EVALUATION

    The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or advisable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

    Revised as of December 2018

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