Business Context and Reporting Period
This Form 8-K Current Report was filed by Assurant, Inc. on November 15, 2023, regarding events occurring on November 9, 2023, and November 15, 2023. The filing primarily addresses significant changes in executive leadership, specifically the appointment of new Chief Financial Officer and Chief Operating Officer roles and the departure of the former CFO.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and separation agreements.
Material Changes
- Executive Departure: Richard S. Dziadzio ceased serving as Executive Vice President and Chief Financial Officer effective immediately on November 15, 2023, with a final separation date of March 18, 2024.
- Executive Appointments:
- Keith R. Meier appointed as Executive Vice President and Chief Financial Officer, effective immediately.
- Francessa L. Luthi appointed as Executive Vice President and Chief Operating Officer, effective immediately.
- Compensation Adjustments:
- Keith R. Meier: Annual base salary of $730,000; 2023 target bonus of 120% of base (pro-rated); 2024 long-term incentive target of 330% of adjusted base; one-time equity award valued at approximately $1,000,000 (25% RSUs, 75% PSUs) to be granted March 16, 2024.
- Francessa L. Luthi: Annual base salary of $625,000; 2023 target bonus of 100% of base; 2024 long-term incentive target of 280% of adjusted base; one-time equity award valued at approximately $750,000 (25% RSUs, 75% PSUs) to be granted March 16, 2024.
- Separation Terms for Mr. Dziadzio: Includes cash payments equal to base salary plus 2023 target bonus payable over 12 months, payment of the 2023 annual performance bonus in March 2024, health insurance contributions for the 12-month period, and prorated vesting of unvested equity awards.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on business performance. The primary risk disclosed relates to the transition of senior leadership and the associated compensation costs. Mr. Dziadzio is subject to non-compete and non-solicitation restrictions for the 12-month period following his separation date.
Investor Verification Checklist
- Verify the exact terms of the Separation Agreement for Richard S. Dziadzio, which will be filed as an exhibit to the Form 10-K for the year ending December 31, 2023.
- Confirm the vesting schedules and performance conditions for the new equity awards granted to Keith R. Meier and Francesca L. Luthi under the Assurant, Inc. 2017 Long Term Equity Incentive Plan.
- Review the Company's 2023 Proxy Statement for details on standard compensation and benefits programs applicable to the new appointees.
- Monitor future filings for the formal grant of the one-time equity awards scheduled for March 16, 2024.