Business Context and Reporting Period
This Form 8-K Current Report was filed by Assurant, Inc. on June 1, 2016. The filing primarily addresses Item 5.02 regarding the appointment of a new Chief Financial Officer and the transition of the incumbent CFO to a new executive role.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The material change reported is the leadership transition within the finance function, effective July 18, 2016:
- Appointment: Richard Dziadzio is appointed as Executive Vice President, Chief Financial Officer, and Treasurer.
- Transition: Christopher Pagano will succeed Mr. Dziadzio in the CFO role and assume the position of Executive Vice President and Chief Risk Officer.
Management Commentary, Risks, and Compensation Details
Management has outlined the compensation package for the incoming CFO, Richard Dziadzio, which includes:
- Base Salary: $625,000 annualized.
- Short-Term Incentive: Target opportunity of 100% of base salary under the Executive Short Term Incentive Plan (ESTIP).
- Long-Term Incentive: Target opportunity of 225% of base salary under the Long Term Equity Incentive Plan (ALTEIP).
- One-Time Equity Award: 10,000 Restricted Stock Units (RSUs) vesting over five years (10% annually for the first four years, 60% in the fifth year).
- Change in Control Provisions: Includes severance equal to two times the sum of base salary plus target ESTIP, 18 months of welfare benefit contributions, and partial acceleration of the ESTIP award if terminated without cause or for good reason within two years of a change in control.
Mr. Dziadzio is also subject to non-compete and non-solicitation provisions.
Investor Verification Checklist
- Verify the effective date of the leadership transition (July 18, 2016).
- Confirm the vesting schedule and acceleration terms of the 10,000 RSU grant.
- Review the specific definitions of "termination without cause" and "good reason" in the change in control agreement.
- Check the Company's proxy statement filed on March 29, 2016, for details on the Executive 401(k) Plan and long-term disability program referenced in the filing.