Business Context and Reporting Period
This Form 8-K Current Report was filed by Assurant, Inc. on April 7, 2005. The filing discloses the adoption of a new long-term incentive plan and the approval of executive compensation awards for fiscal year 2005.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation structures and specific salary figures for named executive officers.
| Executive Officer | Position | 2005 Base Salary | 2005 ALTIP Award (% of Base) |
|---|---|---|---|
| J. Kerry Clayton | President & CEO | $873,500 | 175% |
| Robert B. Pollock | Executive VP & CFO | $692,000 | 130% |
| Philip Bruce Camacho | Executive VP & President, Assurant Solutions | $585,000 | 90% |
| Lesley G. Silvester | Executive VP | $461,500 | 105% |
| Donald Hamm | Executive VP & President, Assurant Health | $450,000 | 90% |
Material Changes
- New Incentive Plan: The Compensation Committee adopted the Assurant Long Term Incentive Plan (ALTIP) as a sub-plan under the 2004 Long-Term Incentive Plan.
- Compensation Structure: Annual awards under the ALTIP generally consist of 25% restricted stock (vesting one-third annually) and 75% stock appreciation rights (vesting on December 31 of the second calendar year following the grant year).
- Plan Migration: Unexercised cash-based appreciation incentive rights (Corporate and Business Unit Rights) under the Assurant Appreciation Incentive Rights Plan (AAIR Plan) will be cancelled on June 30, 2005, and replaced with stock-settled awards under the ALTIP.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary risk disclosed relates to the dilution of equity and the acceleration of vesting upon a change of control, death, disability, or retirement. The filing notes that stock appreciation rights will be settled in shares of Company common stock, with fractional shares potentially settled in cash.
Investor Verification Checklist
- Verify the total number of shares authorized under the new ALTIP and the 2004 Plan.
- Confirm the specific valuation methodology used to determine the replacement awards for cancelled AAIR rights.
- Review the impact of the 175% award target for the CEO relative to peer group compensation standards.
- Check for any subsequent filings regarding the June 30, 2005, cancellation of cash-based rights and the issuance of replacement stock awards.