Business Context and Reporting Period
This Form 8-K Current Report was filed by Assurant, Inc. on March 16, 2005. The filing discloses the entry into a material definitive agreement regarding the establishment of performance goals and target short-term incentive awards for executive officers for fiscal year 2005 under the Executive Management Incentive Plan.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation structures and salary adjustments.
Material Changes and Compensation Details
On March 10, 2005, the Compensation Committee established the following:
- Performance Metrics: Awards are based on four equally-weighted factors:
- Earnings per share (using net operating income).
- Return on equity (using net operating income and equity excluding accumulated other comprehensive income).
- Compliance with Section 404 of the Sarbanes-Oxley Act.
- Company growth performance (weighted average of emphasized lines of business).
- Bonus Scale: Actual bonuses vary on a five-point scale ranging from 0.0x (Provisional) to 2.0x (Distinguished) the target bonus.
- Executive Compensation (2005):
Name Position 2005 Base Salary Target Incentive (% of Base) J. Kerry Clayton President & CEO $873,500 100% Robert B. Pollock Executive VP & CFO $692,000 100% Philip Bruce Camacho Executive VP & CEO, Assurant Solutions $585,000 75% Lesley G. Silvester Executive VP $461,500 85% Donald Hamm Executive VP & CEO, Assurant Health $450,000 75%
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or general risk factors. However, it notes that net operating income will be normalized for acquisitions, divestitures, changes in accounting principles, and other significant events. Additionally, performance evaluation includes compliance with Section 404 of the Sarbanes-Oxley Act as a critical factor.
Investor Verification Checklist
- Verify the specific definitions of "net operating income" and "equity" used in the performance calculations.
- Confirm the specific "emphasized lines of business" and the "new sales measure" referenced in the growth performance metric.
- Review the Audit Committee's determination process for Section 404 compliance.
- Monitor future filings for actual performance results against the established 2005 targets.