Edgar Filing: ASSURANT INC

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Assurant, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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			2019 PROXY STATEMENT
			AND NOTICE OF ANNUAL
			MEETING OF STOCKHOLDERS

March 25, 2019

Dear Fellow Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Assurant, Inc. The Annual Meeting will be held on May 7, 2019 at 9:00 a.m. Central Time at The Langham, Chicago, 330 North Wabash Avenue, Chicago, Illinois 60611. We hope you attend the Annual Meeting but, whether or not you plan to attend, we encourage you to complete your proxy card or broker instruction form instructing the proxies how to vote your shares.

At last year’s annual meeting of stockholders, our advisory “say-on-pay” proposal received approval of approximately 95% of the vote. We attribute this support to the alignment of our compensation programs with the interests of our stockholders. In 2018, we continued our regular investor outreach program to hear our investors’ thoughts about executive compensation and corporate governance issues. We look forward to continuing this important dialogue with our investors in 2019.

As a member of the Board of Directors, I am pleased to report to you that our well-qualified and diverse group of directors brings a balanced mix of executive leadership, industry, boardroom, financial and operating experience to Assurant. Our highly experienced directors provide critical insights on important issues facing our business today, always with a focus on maximizing stockholder value and adhering to Assurant’s bedrock principles concerning ethics, compliance and respect for every employee in the Company.

At the Annual Meeting, stockholders are being asked to elect directors; ratify the appointment of the Company’s auditors; cast an advisory say-on-pay vote approving the compensation of the Company’s named executive officers for 2018; and increase the available share reserve under the Company’s long term equity incentive plan.

We ask that you please give these materials your prompt attention. Your vote is important.

On behalf of the Board of Directors, I thank you for your continued interest and support.

Sincerely,

Alan B. Colberg

President, Chief Executive Officer and Director

Assurant, Inc.

28 Liberty Street

41st Floor

New York, New York 10005

__________________

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS



DATE AND TIME:	May 7, 2019, 9:00 a.m. Central Time

LOCATION:	The Langham, Chicago, 330 North Wabash Avenue, Chicago, Illinois 60611

PURPOSE OF THE
MEETING:	To elect each of our directors standing for re-election to our Board of Directors to serve until the 2020 Annual Meeting of Stockholders;

	To ratify the appointment of PricewaterhouseCoopers LLP as Assurant’s Independent Registered Public Accounting Firm for the year ending December 31, 2019;

	To cast an advisory say-on-pay vote approving the compensation of the Company’s named executive officers for 2018;
	To increase the available share reserve under the Company’s long term equity incentive plan; and

	To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

RECORD DATE:	Stockholders of record at the close of business on March 13, 2019 are entitled to receive this notice and to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting.
	A list of those stockholders will be available for inspection at the offices of Assurant beginning at least ten days before the Annual Meeting.

PROXY VOTING:	Whether or not you plan to attend the Annual Meeting, we hope that you will read this proxy statement and submit your vote by telephone, via the Internet, or by requesting a printed copy of the proxy materials and completing, signing and returning the proxy card as instructed.

	VOTE BY INTERNET – www.proxy.vote.com
	Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on May 6, 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

	VOTE BY MAIL
	Mark, sign and date your proxy card and return it in the postage-paid envelope provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

	VOTE BY PHONE – 1-800-690-6903
	Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on May 6, 2019. Have your proxy card in hand when you call and then follow the instructions.

Pursuant to the “Notice and Access” rule of the U.S. Securities and Exchange Commission (the “SEC”), stockholders may choose to access our proxy materials via the Internet or may request printed copies of such materials. Electronic delivery allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials. On or about March 25, 2019, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders informing them that our proxy statement, 2018 annual report to stockholders and voting instructions are available on the Internet as of such date.

If you plan to attend the Annual Meeting, please notify the Chief Legal Officer and Secretary at Assurant, Inc., 28 Liberty Street, 41st Floor, New York, New York 10005, so that we can make appropriate arrangements. Please bring a government-issued photo identification and, if you hold your shares through a bank, broker or other nominee, a legal proxy, which will allow you to attend the Annual Meeting and vote in person. In addition, if you are representing an organization that is a stockholder, you must bring evidence of your authority to represent that organization at the Annual Meeting.

Thank you for your interest in and consideration of the proposals listed above.

By Order of the Board of Directors,

Carey S. Roberts

Executive Vice President

Chief Legal Officer and Secretary

March 25, 2019

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on May 7, 2019

The Assurant Proxy Statement and Annual Report are available at

www.proxyvote.com

You will need your 12-digit control number, listed on the Notice, to access these materials and to vote.

EACH VOTE IS IMPORTANT. TO VOTE YOUR SHARES, PLEASE PROMPTLY SUBMIT YOUR VOTE BY TELEPHONE, INTERNET OR MAIL AS EXPLAINED ABOVE.



Table of Contents		Summary Information

SUMMARY INFORMATION

Provided below is a summary of certain information contained in this proxy statement. Before casting your vote, please refer to the complete proxy statement and the 2018 annual report to stockholders.

MATTERS TO BE VOTED ON



Proposals	Board Recommendation	Page
Election of 10 Director Nominees	FOR	3
Ratification of Appointment of PricewaterhouseCoopers LLP as Assurant’s Independent Registered Public Accounting Firm for 2019	FOR	10
Advisory Approval of 2018 Compensation of Named Executive Officers	FOR	11
Approval of Amendment to the Assurant, Inc. 2017 Long Term Equity Incentive Plan	FOR	12

BUSINESS HIGHLIGHTS

Overview. Assurant, Inc. (“Assurant” or the “Company”) is a global provider of risk management solutions in the housing and lifestyle markets, protecting where people live and the goods they buy. Assurant operates in North America, Latin America, Europe and Asia Pacific through three operating segments: Global Housing, Global Lifestyle and Global Preneed.

We successfully delivered on our financial commitments to shareholders in 2018, while also investing to ensure a stronger Assurant for the future. Net income and net income per diluted share decreased in 2018 primarily due to the absence of a $177 million one-time benefit related to enactment of the U.S. Tax Cuts and Jobs Act in 2017. We grew net operating income, excluding reportable catastrophes,⁽¹⁾ by 25% in 2018, driven by a lower effective tax rate, our acquisition of The Warranty Group (as defined below) and organic growth in targeted businesses. Net operating income per diluted share, excluding reportable catastrophes,⁽¹⁾ grew 16%, at a lower rate than net operating income, excluding reportable catastrophes,⁽¹⁾ given the share issuance related to our acquisition of The Warranty Group. We were also pleased by the ongoing cash flow generation of our specialty businesses. In 2018, share repurchases and common stock dividends totaled approximately $266 million. More importantly, in 2018 we took steps to sustain profitable growth long term. We further strengthened our businesses within Connected Living, Global Automotive and Multifamily Housing by broadening our distribution, expanding client partnerships, introducing new and differentiated offerings and acquiring The Warranty Group.

On May 31, 2018, we acquired TWG Holdings Limited and its subsidiaries (as subsequently reorganized, “The Warranty Group” or “TWG”) for a total enterprise value of $2.47 billion. The Warranty Group specializes in the underwriting, administration and marketing of service contracts on a wide variety of consumer goods, including automobiles, consumer electronics and major home appliances. We expect the acquisition will enhance our position as a leading lifestyle provider, particularly within the Global Automotive business, with new client partnerships and distribution channels. The acquisition will support our growth strategy for Global Lifestyle given TWG’s attractive product and client portfolio and our deepened global footprint across 21 countries, including key markets such as Asia Pacific. We expect to generate significant operating synergies by optimizing global operations.

In 2018, the Company sold its Mortgage Solutions business and Time Insurance Company, a subsidiary of the runoff Assurant Health business. This will allow us to further focus on lines of business targeted for growth and strengthen our offerings and capabilities. The Company also continues to evolve its operating structure to accelerate operations and technology transformation.



Table of Contents		Summary Information



2018 Financial Highlights¹
l	Total net earned premiums, fees and other income from the Global Housing, Global Lifestyle and Global Preneed segments totaled $7.46 billion
l	Net Income attributable to common stockholders of $236.8 million and Net Operating Income (“NOI”), excluding reportable catastrophes, of $515.1 million
l	Net Income attributable to common stockholders per diluted share of $3.98 and NOI per diluted share (“NOI EPS”), excluding reportable catastrophes, of $8.65
l	5.1% GAAP return on equity and 11.2% operating return on equity, excluding AOCI and reportable catastrophes
l	Total stockholder return was (9.14)%²
l	Realized operating synergies of $19 million pre-tax

¹ Certain measures are non-GAAP. A reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in Appendix A hereto.
² Total stockholder return based on stock price plus reinvestment of dividends. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Stock Performance Graph” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018.



Disciplined Capital Management
In 2018, Assurant:
l	Returned approximately $266 million to stockholders through share repurchases and common stock dividends
l	Repurchased shares for $132 million
l	Increased the quarterly common stock dividend in November by approximately 7% to $0.60 per share
l	Invested approximately $1.53 billion in acquisitions and minority investments
l	Ended 2018 with $473 million of holding company capital and $223 million of deployable capital

COMPENSATION HIGHLIGHTS

Assurant’s executive compensation programs are aligned with the Company’s strategic and financial objectives. As explained below, a large portion of the Company’s executive compensation is tied to the Company’s financial performance and stock price performance. In connection with its $2.47 billion acquisition of The Warranty Group in 2018, the Company made changes to its executive compensation program to align with the Company’s strategic and financial objectives relating to the acquisition. Highlights of the Company’s 2018 executive compensation programs include:



2018 Executive Compensation Changes
l	The performance share unit (“PSU”) component of the Company’s long-term incentive award for executive officers represented between 57-76% of their long-term incentive compensation opportunity and the restricted stock unit (“RSU”) component represented between 24-43%; for our CEO, his PSU component represented 69% of his long-term incentive compensation opportunity and his RSU component represented 31%
l	PSUs were granted in 2018 on the basis of the Company’s performance with regard to two metrics over a 30-month performance period: (i) total shareholder return (“TSR”) weighted at 60% and (ii) the realization of net pre-tax synergies in connection with the acquisition of The Warranty Group subject to the satisfaction of a threshold NOI EPS goal (excluding reportable catastrophes) in 2020, weighted at 40%
l	The Compensation Committee anticipates that in 2019 the PSU component will return to 75% of long-term incentive compensation opportunity and the RSU component to 25%; the performance metrics are expected to return to the two equally weighted metrics consisting of TSR and NOI EPS, consistent with prior years
Continuing Pay for Performance Commitment
l	Significant portion of executive short- and long-term compensation is tied to the Company’s overall performance and profitable growth long-term



Table of Contents		Summary Information



l	Above-target compensation will only be paid if the Company delivers above-target performance
Stringent Executive Compensation Governance
l	Maximum payout caps for annual incentive compensation; limited to 200% of each named executive officer’s (“NEO”) target opportunity
l	No dividend equivalents on unvested PSUs
l	Robust stock ownership guidelines for executive officers and directors
l	Clawback policy applicable to current and former executive officers in the event of financial statement restatement
l	NEO change of control agreements are “double trigger” and do not provide for excise tax gross-ups
Equity Plan Features
l	No single trigger change of control vesting
l	No discounted stock options or stock appreciation rights (“SARs”)
l	Contains a prohibition on stock option and SAR repricing
l	No tax gross-ups
l	No liberal share recycling on stock options and SARs
l	Awards are subject to both minimum vesting requirements and the Company’s clawback policy
Support for Executive Compensation
l	In 2018, we again received strong support for our executive compensation programs, with approximately 95% of votes cast approving our advisory say-on-pay resolution

CORPORATE GOVERNANCE HIGHLIGHTS

Assurant is committed to strong corporate governance practices. Highlights include:



ü	Independent Board Chair and Independent Board (except for CEO)	ü	Appropriate Mix of Director Diversity and Tenure
ü	Annual Election of All Directors	ü	Regular Stockholder Engagement
ü	Proactive Adoption of Proxy Access	ü	Regular Executive Sessions of Independent Directors
ü	Majority-Vote and Director Resignation Policy for Directors in Uncontested Elections	ü	Clawback Policy
ü	No Supermajority Voting Provisions	ü	No Stockholder Rights Plan
ü	Annual Board and Committee Self-Evaluations, Including Periodic Individual Director Evaluations and Third-Party Facilitation	ü	Officers and Directors Prohibited from Hedging and Pledging of Company Securities
ü	100% Independent Board Committees	ü	All Board Committees Authorized to Retain Independent Advisors
ü	Annual Board Evaluation of CEO	ü	Policy Against Independent Corporate Political Expenditures*
ü	Limitation on Public Company Board and Audit Committee Service

*The Political Expenditures Policy is located in the “Corporate Governance” subsection of the “Investor Relations” section of our website at http://ir.assurant.com.

Table of Contents



PROPOSAL ONE		3
	ELECTION OF DIRECTORS	3
PROPOSAL TWO		10
	RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	10
PROPOSAL THREE		11
	ADVISORY VOTE ON EXECUTIVE COMPENSATION FOR 2018	11
PROPOSAL FOUR		12
	APPROVAL OF AN AMENDMENT TO THE ASSURANT, INC. 2017 LONG TERM EQUITY INCENTIVE PLAN	12
EXECUTIVE OFFICERS		19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		21
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS		22
COMPENSATION DISCUSSION AND ANALYSIS		23
	Part I. Executive Summary	23
	Part II. Elements of Our Executive Compensation Program	27
	Part III. The Compensation Committee’s Decision-Making Process	36
	Part IV. Governance Features of Executive Compensation	38
	Part V. Benefits	40
EXECUTIVE COMPENSATION		41
	Summary Compensation Table	41
	Grants of Plan-Based Awards	43
	Additional Information Regarding the Summary Compensation Table and Grants of Plan-Based Awards Table	44
	Outstanding Equity Awards at Fiscal Year End	45
	Option Exercises and Stock Vested in Last Fiscal Year	47
	Pension Benefits	48
	Nonqualified Deferred Compensation Plans	52
	Potential Payments Upon Termination or Change of Control	54
	CEO Pay Ratio	59
DIRECTOR COMPENSATION		60
EQUITY COMPENSATION PLAN INFORMATION		62
TRANSACTIONS WITH RELATED PERSONS		63
	Transactions with Related Persons	63
	Review, Approval or Ratification of Transactions with Related Persons	63
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		65
CORPORATE GOVERNANCE		66
	General	67
	Director Independence	68
	Board Leadership Structure and Role in Risk Oversight	68
	Board and Committee Meetings and Attendance	69
	Nominating and Corporate Governance Committee	69
	Audit Committee	70
	Compensation Committee	70



	Compensation Committee Interlocks and Insider Participation	71
	Finance and Risk Committee	71
	Communicating with the Independent Chair and the Board of Directors	72
	Corporate Social Responsibility Report	73
COMPENSATION COMMITTEE REPORT		74
AUDIT COMMITTEE MATTERS		75
	Audit Committee Report	75
	Fees of Principal Accountants	77
INCORPORATION BY REFERENCE		78
OTHER MATTERS		78
ANNUAL REPORT AND FORM 10-K		78
STOCKHOLDER PROPOSALS		79
APPENDIX A: Reconciliation of Non-GAAP Financial Measures		A-1
APPENDIX B: Assurant, Inc. 2017 Long Term Equity Incentive Plan, as Amended		B-1

ASSURANT, INC.

28 Liberty Street

41st Floor

New York, New York 10005

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 7, 2019

This proxy statement is furnished to stockholders of Assurant, Inc. (“Assurant” or the “Company”) in connection with the solicitation by the Board of Directors of Assurant (the “Board”) of proxies to be voted at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at The Langham, Chicago, 330 North Wabash Avenue, Chicago, Illinois 60611 on May 7, 2019 at 9:00 a.m. Central Time, or at any adjournment or postponement thereof.

SEC rules allow us to use a “Notice and Access” model to make our proxy statement and other Annual Meeting materials available to you. On or about March 25, 2019, we will begin mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to certain of our stockholders advising them that our proxy statement, 2018 annual report to stockholders and voting instructions can be accessed via the Internet upon the commencement of such mailing. You may then access these materials and vote your shares via the Internet or by telephone or you may request that a printed copy of the proxy materials be sent to you. You will not receive a printed copy of the proxy materials unless you request one in the manner described in the Notice. Using the Notice allows us to conserve natural resources and reduces the costs of printing and distributing the proxy materials, while providing our stockholders with convenient access to the proxy materials via the Internet.

We have adopted a procedure, approved by the SEC, called “householding” whereby stockholders of record who have the same address and last name and receive hard copies of the annual report and proxy statement will receive only one set of materials per household. However, if any stockholder who agreed to householding wishes to receive a separate annual report or proxy statement for 2019 or in the future, he or she may telephone toll-free 1-866-540-7095 or write to Broadridge Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Stockholders sharing an address who wish to receive a single set of reports may do so by contacting their banks or brokers, if they are beneficial holders, or by contacting Broadridge at the address set forth above if they are record holders.

The solicitation of proxies for the Annual Meeting is being made by telephone, Internet and mail. Proxies may be solicited on behalf of the Company by its officers, directors or employees by telephone, in person or by other electronic means without additional compensation. We have retained Morrow Sodali LLC, 470 West Ave., Stamford, Connecticut 06902, to assist with the solicitation of proxies for an estimated fee of $12,000 plus reimbursement of expenses. We will bear the cost of the solicitation of proxies, including postage, printing and handling, and will reimburse brokerage firms and other record holders of shares beneficially owned by others for their reasonable expenses incurred in forwarding solicitation material to beneficial owners of shares.

Any stockholder of record may revoke his or her proxy at any time before it is voted by delivering a signed proxy or other written notice of revocation, which is dated later than the initially voted proxy to the Corporate Secretary of Assurant. Any record holder of shares present at the Annual Meeting may also withdraw his or her proxy and vote in person on each matter brought before the Annual Meeting. All shares represented by properly signed and returned proxies in the accompanying form or those submitted by Internet or telephone, unless revoked, will be voted in accordance with the instructions given thereon. A properly executed proxy without specific voting instructions will be voted as recommended by the Board: FOR each director nominee; and FOR Proposals Two, Three and Four, each as described in this proxy statement.

Any stockholder whose shares are held through a broker, bank or other nominee (shares held in street name) will receive instructions from the broker, bank or nominee that must be followed in order to have his or her shares voted. Such stockholders wishing to vote in person at the meeting must obtain a legal proxy from their broker, bank or other nominee and bring it to the meeting.

Only stockholders of record at the close of business on March 13, 2019, the record date for the Annual Meeting, will be entitled to notice of and to vote at the Annual Meeting or at any adjournment or postponement thereof. As of the close of business on that date, 61,683,033 shares of our common stock, par value $0.01 per share (the

“Common Stock”), were outstanding. Stockholders will each be entitled to one vote per share of Common Stock held.

Votes cast in person or by proxy at the Annual Meeting will be tabulated by the inspector of elections appointed for the meeting. Pursuant to Assurant’s by-laws and the Delaware General Corporation Law (the “DGCL”), the presence of the holders of shares representing a majority of the outstanding shares of Common Stock entitled to vote at the Annual Meeting, whether in person or by proxy, is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Under the DGCL, abstentions and “broker non-votes” will be treated as present for purposes of determining the presence of a quorum. Broker non-votes are proxies from brokers or nominees as to which such persons have not received instructions from the beneficial owners or other persons entitled to vote with respect to a matter on which the brokers or nominees do not have the discretionary power to vote.

Under Rule 452 of the New York Stock Exchange (the “NYSE”) Listed Company Manual, the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019 (Proposal Two) is the only matter as to which brokers will be permitted to vote uninstructed shares. Brokers who do not receive voting instructions from their clients with respect to the other proposals will not be able to exercise discretion to vote on those proposals and those shares will not be counted as voting for or against the matter or “entitled to vote” on the matter, and will, therefore, have no legal effect on the voting.

For Proposal One, to be elected as a director, a nominee must receive the support of a majority of the votes cast, meaning that the number of votes cast “for” a director’s election must exceed the number of votes cast “against” that director’s election. Any incumbent director who is not elected by a majority of the votes cast must promptly tender his or her resignation. The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) will consider the matter, taking into account all relevant factors, and recommend to the Board whether to accept or reject the tendered resignation or to take other action. The Board, excluding the director in question, will act on the Nominating Committee’s recommendation and publicly disclose its decision and the rationale within 90 days following the date of the certification of the election results. Under our by-laws, the approval of Proposals Two, Three and Four requires the affirmative vote of a majority of the stock held by persons who are present or represented by proxy at the Annual Meeting and entitled to vote.

For purposes of the election of directors under Proposal One, an abstention will not affect whether the number of “for” votes exceeds the number of “against” votes, and accordingly will not affect whether the director is elected. For purposes of determining approval of the other Proposals, abstentions will have the same effect as an “against” vote.

We urge stockholders to vote their shares by Internet, telephone or mail.



Table of Contents		Proposal One

PROPOSALS REQUIRING YOUR VOTE

PROPOSAL ONE

ELECTION OF DIRECTORS

We have ten directors nominated for re-election to serve until the 2020 Annual Meeting or until their successors are elected and have qualified. As previously disclosed, Howard L. Carver will not be standing for re-election in accordance with the director retirement policy included in the Company’s Corporate Governance Guidelines and Elyse Douglas will not be standing for re-election. Eric Leathers and Peter McGoohan resigned from the Board and the committees on which they served, effective as of March 21, 2019, in accordance with the terms of the Stockholder Rights Agreement entered into in connection with the TWG acquisition. In the absence of contrary instructions, it is the intention of the persons named in the accompanying proxy to vote for the nominees listed below. If any nominee becomes unavailable to serve for any reason, the proxies solicited hereby will be voted for election of the person, if any, designated by the Board to replace that nominee or the Board may reduce its size. Proxies cannot be voted for a greater number of persons than the ten nominees.

The following biographies summarize the director nominees’ tenure on the Assurant Board, business experience, director positions held during the last five years and the particular experience, qualifications, attributes or skills that led the Board to conclude that they should serve as directors. The skills, experience and qualifications we believe are important for directors to possess and which are highlighted below include:



	Corporate Governance/Public Company. Directors with corporate governance experience support our goals of strong Board and management accountability, transparency and protection of stockholder interests.

	Finance, Accounting or Financial Reporting. Our Board values directors with an understanding of finance, financial reporting processes and accounting practices, given the importance of accurate financial reporting and strong financial controls.

	Financial Services/Insurance Industry. Directors with financial services or insurance industry experience offer a valuable perspective when reviewing our business and strategy.

	International. Our Company is a global organization. Directors with broad international exposure and experience provide useful business, strategic and cultural perspectives.

	Risk Management. Directors with risk management experience are critical to the Board’s role in overseeing the risks facing the Company.

	Senior Leadership. Directors who have served in relevant senior leadership positions bring a unique experience and perspective. We seek directors who have demonstrated expertise in operations, strategy and talent management.

The following persons have been nominated to serve as directors of Assurant until the 2020 Annual Meeting:



Elaine D. Rosen Non-Executive Chair of the Board: Since November 2010 Director: Since February 2009 Age: 66 Board Committees: Compensation Other Public Company Boards: Kforce, Inc. (Since 2003)

Ms. Rosen served as Executive Vice President of UNUM/Provident Corporation from 1999 to 2001 and as President of UNUM Life Insurance Company of America from 1997 to 1999 after serving in various positions at the company since 1975. Ms. Rosen currently chairs the Board of Trustees of The Kresge Foundation and serves on the Board of Directors of Preble Street, a collaborative for the homeless and low income community in Portland, Maine. She



Table of Contents		Proposal One

also serves as a founding trustee and a member of the Executive Committee of the Foundation for Maine’s Community Colleges.



	Ms. Rosen has significant public company and corporate governance experience, including chairing the Compensation Committee at Kforce and serving on its Nomination Committee and its Corporate Governance Committee. Ms. Rosen previously chaired Assurant’s Nominating and Corporate Governance Committee.

	Ms. Rosen has held senior executive roles at Unum Life Insurance Company and has substantial financial knowledge.

	Ms. Rosen has extensive management and operational experience in the insurance industry. She also holds a Chartered Life Underwriter designation.

	Ms. Rosen has extensive experience as a senior executive at Unum, as the Chair of our Board and as the chair of a major philanthropic foundation.



Juan N. Cento Director: Since May 2006 Age: 67 Board Committees: Compensation, Nominating and Corporate Governance Other Public Company Boards: None

Mr. Cento is the Regional President of the Latin America and Caribbean Division of FedEx Express, headquartered in Miami, Florida. Mr. Cento has more than 40 years of experience in the air cargo and express transportation industry. He previously worked with Flying Tigers Line, Inc. and transitioned to FedEx in 1989 when the two companies were combined. Mr. Cento is involved in several non-profit organizations. He serves as a member of the University of Miami Business School Latin America and Caribbean Advisory Board, the International Advisory Board of Baptist Health System and the Council of the Americas. Additionally, Mr. Cento is Chair of the board of directors for CLADEC (Conference of Latin American and Caribbean Express Companies).



	Mr. Cento has substantial corporate governance and public company experience as a result of his tenure at FedEx and as a member of our Nominating and Corporate Governance Committee.

	Mr. Cento has over 40 years of international, strategic and operational business experience.

	Mr. Cento has considerable experience as a senior executive, leading the Latin American expansion of FedEx’s business.



Alan B. Colberg Director: Since January 2015 Age: 57 Board Committees: None Other Public Company Boards: CarMax, Inc. (2015 - 2018)

Mr. Colberg is President and Chief Executive Officer of Assurant, Inc. He was named the Company’s President, effective September 16, 2014, and became Chief Executive Officer and director on January 1, 2015. Mr. Colberg



Table of Contents		Proposal One

joined Assurant as Executive Vice President of Marketing and Business Development in March 2011. Before joining Assurant, Mr. Colberg worked for Bain & Company, Inc. for 22 years, founding and heading Bain’s Atlanta office since 2000. He also served as Bain’s global practice leader for financial services, advising leading global companies, including Assurant. Mr. Colberg has long been active in civic leadership roles, having served as chairman of the board of the Atlanta International School and on the boards of the Woodruff Arts Center and the Metro Atlanta Chamber of Commerce.



	Mr. Colberg dedicated much of his 22 year career at Bain & Company to financial services and for six years served as the global practice leader of financial services.

	During his tenure at Bain & Company, Mr. Colberg advised several leading global companies including Assurant.

	Mr. Colberg has over 25 years of senior leadership experience. Mr. Colberg served on the board of directors of CarMax, Inc. and previously chaired its Nominating and Corporate Governance Committee.



Harriet Edelman Director: Since August 2017 Age: 63 Board Committees: Compensation Other Public Company Boards: Brinker International, Inc. (Since 2008), UCB, Inc. (2012 - 2017)

Ms. Edelman has served since 2010 as vice chairman of Emigrant Savings Bank, a privately held community bank, where she leads the finance, information technology and credit administration operations. She joined the bank in 2008 as a special advisor to the chairman. Ms. Edelman spent 29 years at Avon Products Inc., rising to the roles of chief information officer and senior vice president of global supply chain and business transformation. She has prior public company board experience during the past 17 years with UCB, a global biopharmaceutical company, software company Ariba Inc., The Hershey Company and Blair Corporation. She also serves on the Board of Trustees of Bucknell University.



	Ms. Edelman has significant public company experience and is currently Chairman of the Governance and Nominating Committee of Brinker International. She has served on several public company boards, including on the Audit, Compensation, Executive, Strategy and Governance committees.
	Ms. Edelman has substantial financial experience as vice chairman of a financial institution with responsibility for finance operations and previous executive roles with significant financial reporting, accounting and profit and loss responsibility. She has also served on the Audit Committee of several public companies.
	Ms. Edelman has extensive experience in the financial services industry in her senior roles at Emigrant Savings Bank.
	Ms. Edelman has over 30 years of senior leadership expertise, including IT, global operations, marketing and consumer goods business.
	Ms. Edelman is certified in board oversight of cyber-security.



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Lawrence V. Jackson Director: Since July 2009 Age: 65 Board Committees: Compensation (Chair), Finance and Risk Other Public Company Boards: Snyder’s-Lance, Inc. (2015 - 2018)

Mr. Jackson has served since 2008 as a senior advisor with New Mountain Capital, LLC, a manager of private equity funds based in New York, and since 2007 as Chair of the board of SourceMark LLC. Previously, Mr. Jackson served as the President and Chief Executive Officer of the global procurement division and as the Executive Vice President and Chief People Officer at Walmart, Inc. from 2004 to 2007. Prior to that, Mr. Jackson was President and Chief Operating Officer from 2003 to 2004 of Dollar General Corporation and was Senior Vice President, Supply Operations, for Safeway, Inc. Mr. Jackson was also with PepsiCo, Inc. for 16 years in various executive roles. In connection with his position at New Mountain Capital, Mr. Jackson serves on the boards of several portfolio companies. Mr. Jackson previously served as a director on the board of Parsons Corporation and as chair of its Compensation Committee.



	Mr. Jackson has served on the boards of a number of public companies. He also serves as the chair of our Compensation Committee and was on the Compensation Committee of Snyder’s-Lance, Inc.

	Mr. Jackson has over 20 years of international expertise with several multinational corporations including Walmart and PepsiCo.

	Mr. Jackson has over 20 years of senior leadership experience, having held a number of executive management positions.



Charles J. Koch Director: Since August 2005 Age: 72 Board Committees: Compensation, Finance and Risk Other Public Company Boards: Citizens Financial Group, Inc. (Since 2004)

Mr. Koch served from 1990 to 2018 as Public Interest Director on the board of The Federal Home Loan Bank of Cincinnati and served as a member of its Personnel and Compensation Committee, its Finance and Risk Management Committee and its Nomination and Governance Committee. His long tenure was interrupted twice, for a total of three years, due to term limitations. Mr. Koch served as Chair, President and Chief Executive Officer of Charter One Financial, Inc. prior to its sale to The Royal Bank of Scotland in 2004. He was elected President and Chief Operating Officer in 1980, served as President and Chief Executive Officer beginning in 1988 and then became Chair, President and Chief Executive Officer in 1990. Mr. Koch is also a past Chair of the Board of Trustees of Case Western Reserve University and the past Chair of the Board of Trustees of John Carroll University.



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	Mr. Koch has served on the boards of directors of public companies for more than ten years.

	Mr. Koch has significant experience in the financial services industry, having led one of the country’s largest regional banks.

	Mr. Koch has considerable risk management experience and serves as the chair of the Risk Committee and is a member of the Audit Committee at Citizens Financial Group, Inc. and previously chaired the Company’s Finance and Risk Committee.

	Mr. Koch has over 30 years of senior leadership experience including several high level financial services positions.



Jean-Paul L. Montupet Director: Since September 2012 Age: 71 Board Committees: Finance and Risk, Nominating and Corporate Governance (Chair) Other Public Company Boards: IHS Markit Ltd. (Since 2012), WABCO Holdings, Inc. (Since 2012), Lexmark International, Inc. (2006 - 2016), PartnerRe Ltd. (2002 - 2016)

Until his retirement in December 2012, Mr. Montupet was the Chair of Emerson Electric Co.’s Industrial Automation business and President of Emerson Europe. During his 22 year career with Emerson Electric Co., Mr. Montupet held a number of senior leadership roles including Executive Vice President of Emerson Electric Co. and Chief Executive Officer of Emerson Electric Asia Pacific.



	Mr. Montupet has substantial corporate governance and public company experience, including as Lead Director and member of the Compensation, Nominating and Governance Committee at WABCO Holdings. He also is chair of the Nominating and Corporate Governance Committee and member of the Human Resources Committees of IHS Markit Ltd. He is former chair of the Corporate Governance and Public Policy Committee at Lexmark International and the Compensation and Management Development Committee at PartnerRe.

	Mr. Montupet has considerable insurance-related expertise through his service as the former non-executive chairman of the board of PartnerRe Ltd.

	Mr. Montupet has expertise in international markets having served as President of Emerson Europe and Chief Executive Officer of Emerson Electric Asia Pacific.

	Mr. Montupet has significant risk management knowledge and has been a member of two public company risk committees.

	Mr. Montupet has considerable senior management experience having held a number of executive positions over 30 years at Emerson Electric Co. and Leroy-Somer, Inc.



Debra J. Perry Director: Since August 2017 Age: 67 Board Committees: Finance and Risk Other Public Company Boards: Korn Ferry International (Since 2008), Genworth Financial (Since 2016), and PartnerRe Ltd. (2013 - 2016).

Ms. Perry is the former senior managing director for global ratings and research at Moody’s Investors Service, a unit of Moody’s Corporation. She served as the senior business leader for the company’s Americas Corporate Finance Group and its U.S. Public Finance Group, with ratings of over $4 trillion of taxable and tax-exempt debt



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securities. Ms. Perry also worked in fixed income research at First Boston Corporation and in a variety of corporate lending and capital markets roles at Chemical Bank. She currently serves as chair of the board of The Sanford C. Bernstein Fund and has previously served on the boards of MBIA Inc., CNO Financial Inc., PartnerRe Ltd., and the board of trustees of BofA Funds Series Trust.



	Ms. Perry has extensive public and insurance company experience, and has served on the boards of six NYSE listed companies, including her current tenure with Assurant, Inc. She serves as a member of the Nominating and Corporate Governance Committee of Korn Ferry International.
	Ms. Perry brings substantial financial services experience as a senior executive at Moody’s with oversight of the ratings of global financial institutions, including credit and financial strength ratings for the global insurance industry. Ms. Perry has also served on several mutual fund boards.
	Ms. Perry has significant risk management experience, which includes serving as Chair of the Audit Committee of Korn Ferry International and as a member of the Risk and Audit Committees of Genworth Financial, Inc.



Paul J. Reilly Director: Since June 2011 Age: 62 Board Committees: Audit (Vice Chair), Nominating and Corporate Governance Other Public Company Boards: Cabot Microelectronics Corporation (Since 2017), comScore, Inc. (Since 2017)

From May 2016 until his retirement in January 2017, Mr. Reilly was Executive Vice President of Arrow Electronics, Inc., distributor of electronic components and computer products. He was Executive Vice President and Chief Financial Officer of Arrow from 2001 until May 2016. Mr. Reilly joined Arrow Electronics in 1991 and held various positions within the company prior to assuming the role of Chief Financial Officer in 2001. Prior to joining Arrow Electronics, Mr. Reilly was a Certified Public Accountant in the business assurance practice of the New York office of KPMG Peat Marwick.



	Mr. Reilly’s public company experience includes service as chair of Compensation Committee of comScore, Inc. and as a member of the Compensation Committee of Cabot Microelectronics Corporation.
	In his prior role as Chief Financial Officer of Arrow Electronics, Mr. Reilly had oversight of the company’s treasury, capital structuring, budgeting, controller and investor relations functions and has substantial financial knowledge. He serves as a member of the Audit Committee of Cabot Microelectronics Corporation and comScore, Inc.

	Mr. Reilly is a Certified Public Accountant and was employed by KPMG Peat Marwick where he provided audit services to a wide range of public and private multinational organizations.

	Mr. Reilly has served as a senior executive at a public company for more than 15 years.



Robert W. Stein Director: Since October 2011 Age: 70 Board Committees: Audit (Chair) Other Public Company Boards: Aviva plc (2013 - 2017)



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Mr. Stein is a former Global Managing Partner, Actuarial Services at Ernst & Young LLP. Mr. Stein joined Ernst & Young in 1976 and held various leadership roles in the firm’s actuarial and insurance practice. He currently serves on the board of Talcott Resolution Life Insurance Company, Resolution Life Holdings, Inc. and Worldwide Reinsurance Ltd. He is a Certified Public Accountant and is a member of the AICPA. He is also a member of the American Academy of Actuaries, a Fellow of the Society of Actuaries and a Trustee Emeritus of the Actuarial Foundation.



	Mr. Stein is a Certified Public Accountant and has significant accounting and financial reporting experience.

	Mr. Stein has more than 40 years of experience advising many of the world’s leading insurance companies on financial and operating matters.

	Mr. Stein has vast knowledge and experience in the areas of actuarial matters and risk management. He also currently chairs the Audit Committee of Resolution Life Holdings.

	Mr. Stein spent more than 30 years leading various practice areas within Ernst & Young LLP.

Vote Required; Board Recommendation

Under our by-laws, each director must be elected by the holders of a majority of the votes cast, meaning that the number of votes cast “for” the nominee’s election must exceed the number of votes cast “against” the nominee’s election. Abstentions will have no effect on this determination.

The Board of Directors recommends that stockholders vote FOR each of the nominees named above to serve until the 2020 Annual Meeting or until their successors are elected and have qualified.



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PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

General

The Audit Committee of the Board of Directors has appointed PricewaterhouseCoopers LLP as the independent

registered public accounting firm to audit the Company’s consolidated financial statements for the year ending

December 31, 2019. The Audit Committee is responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee is responsible for approving the audit fees and terms associated with the Company’s retention of its independent registered public accounting firm. In order to assure continuing auditor independence, the Audit Committee periodically considers whether there should be regular rotation of the independent registered public accounting firm. In conjunction with the mandated rotation of the lead engagement partner, the Audit Committee and its chair are involved in the selection of the new lead engagement partner. The members of the Audit Committee and the Board believe that the retention of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm is in the best interest of the Company and its stockholders. PricewaterhouseCoopers LLP has acted as our independent registered public accounting firm since 2000.

In accordance with a resolution of the Audit Committee, this appointment is being presented to stockholders for

ratification at the Annual Meeting. If the stockholders do not ratify the appointment of PricewaterhouseCoopers LLP, the Audit Committee will reconsider its appointment. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting, will have an opportunity to make a statement if he or she wishes to do so, and will be available to respond to appropriate questions.

Vote Required; Board Recommendation

The affirmative vote of a majority of the stock held by persons who are present or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required for ratification. For purposes of determining approval of this proposal, an abstention will have the same effect as an “against” vote.

The Board of Directors recommends that stockholders vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as Assurant’s Independent Registered Public Accounting Firm for the year ending December 31, 2019.



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PROPOSAL THREE

ADVISORY VOTE ON EXECUTIVE COMPENSATION FOR 2018

The following Company proposal gives stockholders the opportunity to cast a non-binding advisory vote with respect to the 2018 compensation of the Company’s named executive officers (“NEOs”). This advisory vote is also referred to as the “say-on-pay” advisory vote. Consistent with the results of the 2017 stockholder vote on the frequency of its say-on-pay advisory vote, the Company holds the say-on-pay advisory vote annually.

In considering your vote, we encourage you to review the Compensation Discussion and Analysis (the “CD&A”), beginning on page 23. As described in the CD&A, we believe our current compensation programs and policies directly link executive compensation to Company performance and thereby align the interests of our executive officers with those of our stockholders.

Our Board intends to carefully consider the stockholder vote resulting from this proposal. Please cast a vote either to approve or not approve the following resolution:

“RESOLVED, that the 2018 compensation provided to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Vote Required; Board Recommendation

The affirmative vote of a majority of the stock held by persons who are present or represented by proxy at the Annual Meeting and entitled to vote on this proposal is required for approval of this non-binding resolution. For purposes of determining approval of this proposal, an abstention will have the same effect as an “against” vote.

The Board of Directors recommends that stockholders vote FOR approval of the 2018 compensation of our NEOs as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion.



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PROPOSAL FOUR

APPROVAL OF AN AMENDMENT TO THE ASSURANT, INC. 2017 LONG TERM EQUITY INCENTIVE PLAN

On March 7, 2019, the Compensation Committee approved an amendment to the Assurant, Inc. 2017 Long Term Equity Incentive Plan (the “ALTEIP”), subject to approval by stockholders. If approved by our stockholders, the amendment would increase the available share reserve under the ALTEIP by 550,000 common shares as described below.

Increase in Share Reserve

The Compensation Committee adopted and stockholders approved the ALTEIP on March 10, 2017 and May 11, 2017, respectively. As of January 1, 2019, there were approximately 2,068,677 shares of our Common Stock subject to outstanding awards under the ALTEIP. This figure includes the maximum number of shares issuable upon conversion of performance awards assuming maximum achievement of all performance goals. All awards granted after January 1, 2019 will reduce the new share reserve described in “Shares Available for Awards” below.

Considering our historical grant practices, we believe we have been judicious in our share usage and mindful of potential stockholder dilution. The ALTEIP has been the sole source of shares for all equity incentive awards granted to our officers, employees and directors since May 11, 2017, and during such time we have not sought stockholder approval of any increase in the number of shares available for issuance under the ALTEIP. Approval of the amendment to the ALTEIP will enable the Company to continue making equity compensation grants that serve as incentives to recruit and retain key employees and to continue aligning the interests of its employees with stockholders. Based on the number of shares requested to be reserved under the ALTEIP and on our anticipated future annual grant cycles, we expect that the share reserve will be sufficient to cover future equity incentive awards for approximately two to three years.

A summary of the ALTEIP is set forth below. This summary is qualified in its entirety by the full text of the ALTEIP, which is attached to this Proxy Statement as Appendix B.

Promotion of Sound Corporate Governance Practices

The ALTEIP includes a number of features that reinforce and promote alignment of equity compensation arrangements for employees, officers and non-employee directors with the interests of stockholders and the Company, and reflect our regular discussions with stockholders. The following are some of the features included in the ALTEIP:


•	No Single-Trigger Change of Control Vesting. Awards granted under the ALTEIP that are assumed by the successor entity in connection with a change of control of the Company will not automatically vest and pay out upon the change of control.


•	No Discounted Stock Options or SARs. Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.


•	Prohibition on Repricing. The exercise price of a stock option or SAR may not be reduced, directly or indirectly, without the prior approval of stockholders, including by a cash repurchase of “underwater” awards.

•

Minimum Vesting Requirements. Subject to certain limited exceptions, full-value awards, stock options and SARs granted under the ALTEIP are either subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period; provided, however, that no portion of any award subject to graduated vesting may vest earlier than one year after grant), or one year if the vesting is based on performance criteria other than continued service.


•	No Liberal Share Recycling on Stock Options or SARs. Shares retained by or delivered to the Company to pay the exercise price of a stock option or SAR or to satisfy tax withholding in connection with the exercise of such awards count against the number of shares remaining available under the ALTEIP.


•	No Tax Gross-Ups. The ALTEIP does not provide for any tax gross-ups.



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•	Awards Subject to Clawback Policy. Awards under the ALTEIP are subject to any compensation recoupment policy that the company may adopt from time to time. See “Executive Compensation Recoupment (“Clawback”) Policy” on page 38 for further information on the Company’s clawback policy.

Key Data Relating to Outstanding Equity Awards and Shares Available

The following table includes information regarding outstanding equity awards and shares currently available for future awards under the ALTEIP, which is the Company’s only active equity plan, as of January 1, 2019 (and without giving effect to approval of the amendment to the ALTEIP under this Proposal):



ALTEIP
Total shares underlying outstanding full value awards^{1 2}	2,068,677
Total shares currently available for grant	1,038,797

¹ Includes the maximum number of shares issuable upon conversion of performance awards if all performance goals were achieved at the maximum level.

² There are no outstanding options or SARs.

Summary of the ALTEIP

Purpose. The purpose of the ALTEIP is to give Assurant a competitive advantage in attracting, retaining, and motivating officers, employees, directors, and consultants, and to provide Assurant with an equity plan that gives employees incentives directly linked to stockholder value.

Administration. The ALTEIP is administered by our Compensation Committee.

The Compensation Committee has exclusive and final authority to administer and interpret the ALTEIP, including the power to:


•	Determine eligibility for participation;


•	Establish performance goals for each participant;


•	Determine the types of awards to be granted to participants; and


•	Interpret the terms and provisions of the plan and any award.

Any determination made by the Compensation Committee under the ALTEIP is made in the sole discretion of the Compensation Committee, and such determinations are final and binding on all persons.

Generally, the Compensation Committee may delegate any of its powers and responsibilities, and our full Board may exercise any of the Compensation Committee’s powers and responsibilities. In accordance with past practice, the Board has delegated to Assurant’s Chief Executive Officer limited authority to make certain grants of awards to non-Section 16 officers. However, the Compensation Committee may not delegate any of its powers or responsibilities, and the full Board may not exercise any of those powers or responsibilities, to the extent that those actions would cause an award to a director or executive officer to fail to be exempt from short-swing profit recovery.

Eligible Participants in the Plan

The Compensation Committee may select any or all of the following persons to be granted awards under the plan:


•	Members of the Board; and


•	Officers of, employees of, and consultants to Assurant and/or any of our subsidiaries or affiliates.

The basis of participation in the ALTIEP is the Compensation Committee’s decision, in its sole discretion, that an award to an eligible participant will further the ALTEIP’s purpose. As of March 22, 2019, we had twelve members of the Board and approximately 17,591 officers, employees, and consultants.

Awards to Non-Employee Directors. Notwithstanding the above, awards granted under the ALTEIP to the Company’s non-employee directors are made only in accordance with the terms, conditions and parameters of a



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plan, program or policy for the compensation of non-employee directors as in effect from time to time. See “Limits on Non-Employee Director Equity Compensation” below for further information on non-employee director compensation, including the Company’s cap on such compensation.

Permissible Awards. The ALTEIP authorizes the granting of awards in any of the following forms:


•	Options to purchase shares of our Common Stock at the market price on the grant date, which may be designated under the Internal Revenue Code (as amended, the “Code”) as nonstatutory stock options or incentive stock options;

•

SARs, which give the holder the right to receive an amount (payable in cash or stock, as specified in the award agreement) equal to the excess of the fair market value per share of our Common Stock on the date of exercise over the base price of the award (which cannot be less than the fair market value of the underlying stock as of the grant date), multiplied by the number of SARs that have been exercised by the holder;


•	Restricted stock, which is subject to restrictions on transferability and subject to forfeiture on terms set by the Compensation Committee;


•	Unrestricted stock, which is not subject to conditions on grant, vesting or transferability, but is subject to the conditions and limitations described below under Minimum Vesting Requirements;


•	Restricted stock units, which represent the right to receive shares of Common Stock at a designated time in the future and subject to any vesting requirement as may be set by the Compensation Committee; and


•	Performance shares and performance units, which represent the right to earn or receive shares of Common Stock based on the achievement, or the level of achievement, of one or more performance goals during a specified performance period, as established by the Compensation Committee.

Dividend Equivalents. The ALTEIP also enables the Compensation Committee to grant awards of dividend equivalents with respect to full-value awards. Dividend equivalents entitle the participant to receive payments equal to the dividends that would be payable with respect to shares of our Common Stock during a specified period, if the participant had owned the shares during that period.

We may settle dividend equivalents in cash, shares of our stock, or both, in the Compensation Committee’s discretion. Dividend equivalents may be made subject to the same vesting conditions as the conditions of any other award to which they relate, including vesting based on continued service, the satisfaction of performance goals, or both.

Shares Available for Awards. Subject to proportionate adjustment in the event of stock splits and similar events, the aggregate number of shares of Common Stock that may be issued under the ALTEIP is 1,588,797 shares, plus a number of additional shares underlying awards outstanding as of the amendment date of the ALTEIP that thereafter terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason. There are no stock options or SARs outstanding as of February 28, 2019.

Share Counting. Shares subject to awards that terminate or expire unexercised, or are cancelled, forfeited or lapse for any reason, and shares underlying awards that are ultimately settled in cash, will again be available for future grants of awards under the ALTEIP. To the extent that the full number of shares subject to a full-value award is not issued for any reason, including by reason of failure to achieve maximum performance goals, the unissued shares originally subject to the award are added back to the plan share reserve.

Shares withheld from a full-value award to satisfy tax withholding requirements are not counted against the number of shares remaining available under the plan, and shares delivered by a participant to satisfy tax withholding requirements with respect to a full-value award are added to the plan share reserve.

Shares withheld from an option or SAR to satisfy tax withholding requirements count against the number of shares remaining available under the plan, and shares delivered by a participant to satisfy tax withholding requirements with respect to an option or SAR are not added to the plan share reserve.



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Shares delivered or withheld to pay the exercise price of an option, are not used to replenish the plan share reserve. Upon exercise of a SAR, the full number of shares underlying the award (rather than any lesser number based on the net number of shares actually delivered upon exercise) count against the plan share reserve.

Limitations on Awards. The maximum aggregate number of shares of Common Stock subject to time-vesting options in any calendar year to any one participant is 300,000 and the maximum aggregate number of shares of Common Stock subject to time-vesting SARs in any calendar year to any one participant is also 300,000. With respect to performance-based awards, for any calendar year, the maximum amount that may be paid to any one participant payable in cash or property or other than shares is $7,500,000, and the maximum number of shares that may be paid to any one participant for performance-based awards is 300,000 shares.

Limits on Non-Employee Director Equity Compensation. The maximum number of shares that may be granted to any non-employee director under the ALTEIP in any calendar year shall be limited to a number that, combined with any cash fees or other compensation, does not exceed $600,000 in total value based on the share value on the date of grant (or $800,000 under extraordinary circumstances as determined by the Board).

Minimum Vesting Requirements. Full-value awards, options and SARs are subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period; provided, however, that no portion of any award subject to graduated vesting shall vest earlier than one year after grant), or one year if the vesting is based on performance criteria other than continued service. However, the Compensation Committee may at its discretion (i) accelerate vesting of such full-value awards, options and SARs in the event of the participant’s termination of service, or the occurrence of a change in control, or (ii) grant full-value awards, options and SARs without the minimum vesting requirements described above with respect to awards covering 5% or fewer of the total number of shares authorized under the ALTEIP.

Performance-Based Awards. The Compensation Committee may designate any other award granted under the ALTEIP as a performance-based award by conditioning the right of a participant to have it settled, and the timing thereof, upon achievement or satisfaction of objectively determinable performance goals. Performance goals may be based on one or more of, but are not limited to, the following business criteria: overall or selected sales growth, expense efficiency ratios (ratio of expenses to income), market share, customer service measures or indices, underwriting efficiency and/or quality, persistency factors, return on net assets, economic value added, stockholder value added, embedded value added, combined ratio, expense ratio, loss ratio, premiums, risk based capital, revenues, revenue growth, earnings (including earnings before taxes; earnings before interest and taxes; and earnings before interest, taxes, depreciation, and amortization), earnings per share, net operating earnings per share, operating income (including non-pension operating income), pre- or after-tax income, net income, cash flow (before or after dividends), cash flow per share (before or after dividends), gross margin, return on equity, return on capital (including return on total capital or return on invested capital), cash flow return on investment, return on assets or operating assets, economic value added (or an equivalent metric), stock price appreciation, total stockholder return (measured in terms of stock price appreciation and dividend-related returns), cost control, gross profit, net operating income, cash generation, unit volume, stock price, market share, sales, asset quality, cost saving levels, marketing-spending efficiency, core non-interest income, or change in working capital with respect to Assurant or any one or more of our subsidiaries, affiliates, or divisions, either in absolute terms or relative to the performance of one or more other companies.

The Compensation Committee may provide, at the time the performance goals are established, that any evaluation of performance shall exclude or otherwise objectively adjust for any specified circumstance or event that occurs during a performance period.

Treatment of Awards upon a Change of Control. Unless otherwise provided in an award agreement or any special plan document governing an award:

(A)

upon the occurrence of a change of control of the Company in which awards under the ALTEIP are assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control, if within two years after the effective date of the change of control, a participant’s employment is terminated without Cause or the participant resigns for Good Reason (as such terms are defined in the ALTEIP), then:


•	all of that participant’s outstanding options and SARs will become fully vested and exercisable, and all time-based vesting restrictions on that participant’s outstanding awards will lapse; and



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•

the payout opportunities attainable under outstanding performance-based awards will vest based on the greater of: (i) an assumed achievement of all relevant performance goals at the “target” level pro-rated based upon the length of time within the performance period that has elapsed prior to the change of control or (ii) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding the change in control for which performance can, as a practical matter, be determined).


(B)	upon the occurrence of a change of control of the Company in which awards under the ALTEIP are not assumed by the surviving entity or otherwise equitably converted or substituted in connection with the change in control in a manner approved by the Compensation Committee or the Board:


•	all outstanding options and SARs will become fully vested and exercisable, and all time-based vesting restrictions on outstanding awards will lapse; and

•

the payout opportunities attainable under outstanding performance-based awards will vest based on the greater of: (i) an assumed achievement of all relevant performance goals at the “target” level pro-rated based upon the length of time within the performance period that has elapsed prior to the change in control or (ii) the actual level of achievement of all relevant performance goals (measured as of the latest date immediately preceding the change in control for which performance can, as a practical matter, be determined).

Anti-dilution Adjustments. In the event of a non-reciprocal transaction between us and our stockholders that causes the per-share value of our Common Stock to change (including, without limitation, any stock dividend, stock split, spin-off, rights offering or large nonrecurring cash dividend), the share authorization limits and annual award limits under the ALTEIP and the number of shares subject to outstanding awards and the exercise price for options and base price for SARs will be adjusted proportionately, and the Compensation Committee shall make such adjustments to the ALTEIP and awards as it deems necessary, in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction.

Prohibition on Repricing. Without the prior consent of the Company’s stockholders, outstanding stock options and SARs cannot be repriced, directly or indirectly, nor may stock options or SARs be cancelled in exchange for stock options or SARs with an exercise or base price that is less than the exercise price or base price of the original stock options or SARs. In addition, the Company may not, without the prior approval of stockholders, repurchase an option or SAR for value from a participant if the current market value of the underlying stock is lower than the exercise price per share of the option or SAR.

Limitations on Transfer. Except to the extent otherwise determined by the Compensation Committee, no award may be assignable or transferable by a participant otherwise than by will or the laws of descent and distribution.

Clawback Policy. The Company has established a compensation recoupment policy (sometimes referred to as a “clawback policy”) with respect to excess incentive-based compensation provided to current and former executive officers. All performance-based awards granted under the ALTEIP and held by any such person are subject to the clawback policy.

Effective Date. The ALTEIP became effective on May 11, 2017. The plan has a term of ten years.

Amendment and Termination. The Board or the Compensation Committee may amend, alter, or discontinue the plan, but no amendment, alteration, or discontinuation may be made that would materially impair the rights of a participant with respect to a previously granted award without the participant’s consent (with certain limited exceptions). In addition, no amendment may be made without the approval of our stockholders if (i) approval of our stockholders is required by applicable law or the listing requirements of any stock exchange on which the Company’s Common Stock may be listed, (ii) the amendment would materially increase the benefits to participants under the plan, (iii) the amendment would materially increase the number of securities to be issued under the plan, or (iv) the amendment would materially modify the requirements for participation in the plan.

Federal Income Tax Consequences

The following is a summary of certain federal income tax consequences of awards we may make under the ALTEIP. The discussion is general in nature; we have not taken into account a number of considerations which may apply



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in light of the circumstances of a particular participant. The income tax consequences under applicable foreign, state and local tax laws may not be the same as under U.S. federal income tax laws.

Non-Qualified Stock Options. The recipient does not recognize taxable income at the time of a grant of a non-qualified stock option, and we are not entitled to a tax deduction at that time. A participant does recognize compensation taxable as ordinary income (and is subject to income tax withholding) upon exercise of a nonqualified stock option; the recognized compensation equals the excess of the fair market value of the shares purchased over their exercise price. We generally are entitled to a corresponding deduction upon exercise of a non-qualified stock option.

Incentive Stock Options. The recipient does not recognize taxable income at the time of a grant of an incentive stock option. The recipient also does not recognize taxable income (except for purposes of the alternative minimum tax) upon exercise of an incentive stock option.

If the shares acquired by exercise of an incentive stock option are held for the longer of (i) two years from the date the option was granted and (ii) one year from the date the shares were transferred, any gain or loss arising from disposition of those shares is taxed as a long term capital gain or loss, and we are not entitled to any deduction. If, however, the shares acquired are not held for the periods described above, then in the year of disposition the recipient recognizes compensation taxable as ordinary income, equal to the excess of the lesser of (i) the amount realized upon such disposition and (ii) the excess of the fair market value of such shares on the date of exercise over the exercise price. We generally are entitled to a corresponding deduction at that time. The excess of the amount realized in the disposition over the fair market value of the stock on the exercise date is treated as a capital gain.

SARs. The recipient does not recognize taxable income at the time of a grant of a SAR, and we are not entitled to a tax deduction at that time. Upon exercise, however, the recipient does recognize compensation taxable as ordinary income (and subject to income tax withholding) equal to the fair market value of any shares delivered and the amount of cash paid by us in settlement of the rights, and we generally are entitled to a corresponding deduction at that time.

Restricted Stock and Unrestricted Stock. The recipient of restricted stock does not recognize taxable income at the time of a grant of shares of restricted stock, and we are not entitled to a tax deduction at such time, unless the participant makes an election under Section 83(b) of the Internal Revenue Code to be taxed at that time. If that election is made, the participant recognizes compensation taxable as ordinary income (and subject to income tax withholding) at the time of the grant, equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. If such election is not made, the participant recognizes compensation taxable as ordinary income (and subject to income tax withholding) at the time the restrictions lapse, in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. We generally are entitled to a corresponding deduction at the time the ordinary income is recognized by the recipient, except to the extent that the deduction limits of Section 162(m) apply.

In addition, a participant receiving dividends with respect to restricted stock for which the above-described election has not been made, and prior to the time the restrictions lapse, recognizes compensation taxable as ordinary income (and subject to income tax withholding) rather than dividend income. We generally are entitled to a corresponding deduction, except to the extent that the deduction limits of Section 162(m) apply.

The recipient of unrestricted stock, and of restricted stock subject only to restrictions on transferability, recognize compensation taxable as ordinary income (and subject to income tax withholding) at the time of the grant, equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for such shares. We generally are entitled to a corresponding deduction at that time, except to the extent that the deduction limits of Section 162(m) apply.

Restricted Stock Units. The recipient does not recognize taxable income at the time of a grant of a restricted stock unit, and we are not entitled to a tax deduction at that time. The recipient will recognize compensation taxable as ordinary income (and subject to income tax withholding), however, at the time of the settlement of the award, equal to the fair market value of any shares delivered and the amount of cash paid by us. We will be entitled to a corresponding deduction, except to the extent that the deduction limits of Section 162(m) apply.



Table of Contents		Proposal Four

Section 409A. The ALTEIP permits the grant of various types of incentive awards, which may or may not be exempt from Code Section 409A of the Code (“Section 409A”). If an award is subject to Section 409A, and if the requirements of Section 409A are not met, the taxable events as described above could apply earlier than described, and could result in the imposition of additional taxes and penalties. Restricted stock awards, stock options and SARs granted under the ALTEIP, are designed to be exempt from the application of Section 409A. Restricted stock units and performance awards granted under the ALTEIP would be subject to Section 409A unless they are designed to satisfy the short-term deferral exemption from such law. If not exempt, such awards must be specially designed to meet the requirements of Section 409A in order to avoid early taxation and penalties.

Tax Withholding. The Company has the right to deduct or withhold, or require a participant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the ALTEIP.

New Plan Benefits

Grants and awards under the ALTEIP, which may be made to Company executive officers, directors and other employees, are not presently determinable. If the stockholders approve the amendment, such grants and awards will be made at the discretion of the Compensation Committee.

Historical Plan Benefits

As of January 31, 2019, the Company has not granted stock options or SARs under the ALTEIP and there are no stock options or SARs outstanding under a prior plan.

Vote Required; Board Recommendation

The affirmative vote of the holders of a majority in voting power of the stock present in person or represented by proxy and entitled to vote on this proposal at the Annual Meeting is required for approval. For purposes of determining approval of this proposal, abstentions will have the same legal effect as an “against” vote.

The Board of Directors recommends that stockholders vote FOR this Proposal. Proxies solicited by the Board of Directors will be voted FOR this Proposal, unless a different vote is specified.



Table of Contents		Executive Officers

EXECUTIVE OFFICERS

The table below sets forth certain information, as of March 12, 2019, concerning each person deemed to be an Executive Officer of the Company. There are no arrangements or understandings between any Executive Officer and any other person pursuant to which the officer was selected.



Name	Age	Position
Alan B. Colberg	57	President, Chief Executive Officer and Director
Richard S. Dziadzio	55	Executive Vice President and Chief Financial Officer
Michael P. Campbell	51	Executive Vice President and President, Global Housing
Keith W. Demmings	46	Executive Vice President and President, Global Lifestyle
Robert A. Lonergan	42	Executive Vice President and Chief Strategy Officer
Gene E. Mergelmeyer	60	Executive Vice President and Chief Operating Officer
Carey S. Roberts	48	Executive Vice President, Chief Legal Officer and Secretary
Tammy L. Schultz	48	Executive Vice President and President, Global Preneed
Robyn Price Stonehill	47	Executive Vice President and Chief Human Resources Officer

Alan B. Colberg, President, Chief Executive Officer and Director. Mr. Colberg is President and Chief Executive Officer of Assurant, Inc. He was named the Company’s President, effective September 2014, and became Chief Executive Officer and director on January 1, 2015. Mr. Colberg joined Assurant as Executive Vice President of Marketing and Business Development in March 2011. Before joining Assurant, Mr. Colberg worked for Bain & Company, Inc. for 22 years, founding and heading Bain’s Atlanta office since 2000.

Richard S. Dziadzio, Executive Vice President and Chief Financial Officer. Mr. Dziadzio was appointed Executive Vice President and Chief Financial Officer effective July 2016. Mr. Dziadzio also served as the Company’s Treasurer from July 2016 through November 2018. Before joining Assurant, Mr. Dziadzio served as Chief Financial Officer of QBE North America beginning in August 2013. From April 2012 to July 2013, Mr. Dziadzio was Chief Financial Officer of ANV, a specialty underwriter.

Michael P. Campbell, Executive Vice President and President, Global Housing. Mr. Campbell was appointed Executive Vice President and President, Global Housing effective July 2016. Before assuming his current position, Mr. Campbell served as Executive Vice President and Chief Operating Officer for the Company’s specialty property lines of business beginning in January 2014. Mr. Campbell joined Assurant in 2006 through the acquisition of Safeco’s FIS subsidiary where he held several executive roles.

Keith W. Demmings, Executive Vice President and President, Global Lifestyle. Mr. Demmings was appointed Executive Vice President and President, Global Lifestyle effective July 2016. Before assuming his current position, Mr. Demmings served as Executive Vice President and President, Global Markets beginning in September 2015 and Executive Vice President and President, International beginning in June 2013. Since joining Assurant in 1997, Mr. Demmings has held a number of executive leadership positions, including serving as President and Chief Executive Officer of Assurant Canada.

Robert A. Lonergan, Executive Vice President and Chief Strategy Officer. Mr. Lonergan was appointed Executive Vice President and Chief Strategy Officer effective July 2016. Mr. Lonergan joined Assurant in 2012 as Senior Vice President, Growth and Innovation. Prior to joining Assurant, Mr. Lonergan worked for Bain & Company, Inc.

Gene E. Mergelmeyer, Executive Vice President and Chief Operating Officer. Mr. Mergelmeyer was appointed Chief Operating Officer effective July 2016. Before assuming his current position, Mr. Mergelmeyer served as Chief Administrative Officer of Assurant since August 2014 with responsibility for Assurant’s Technology Infrastructure Group and other corporate enterprise functions. He was appointed Chief Executive Officer of Assurant Specialty Property in August 2007 and President of Assurant Specialty Property and Executive Vice President of Assurant, Inc. in July 2007.



Table of Contents		Executive Officers

Carey S. Roberts, Executive Vice President, Chief Legal Officer and Secretary. Ms. Roberts has been Executive Vice President, Chief Legal Officer and Secretary since October 2017. Prior to joining Assurant, Ms. Roberts served as Deputy General Counsel and Corporate Secretary of Marsh & McLennan Companies, Inc. beginning in October 2014. She added the role of Chief Compliance Officer in September 2015. Prior to that, Ms. Roberts was a partner with the law firm of Covington & Burling LLP, where she spent the first 17 years of her career.

Tammy L. Schultz, Executive Vice President and President, Global Preneed. Ms. Schultz was appointed Executive Vice President and President, Global Preneed effective July 2016. Ms. Schultz has served as President of the Preneed business since 2012. Prior to that, she served as Vice President, Chief Operations Officer and Client Relationships for the Preneed business.

Robyn Price Stonehill, Executive Vice President and Chief Human Resources Officer. Ms. Price Stonehill was appointed Executive Vice President and Chief Human Resources Officer of Assurant, Inc. in July 2014. Before assuming her current role at Assurant, she served as Senior Vice President of Compensation, Benefits and Shared Services at the Company since 2009.

The Management Committee of Assurant (the “Management Committee”) consists of the Company’s President and Chief Executive Officer, certain Company Executive Vice Presidents and Presidents of the Company’s lines of business.



Table of Contents	Security Ownership of Certain Beneficial Owners

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table provides, with respect to each person or entity known by Assurant to be the beneficial owner of more than five percent of Assurant’s outstanding Common Stock as of February 1, 2019, (a) the number of shares of Common Stock beneficially owned (based upon the most recently reported number of shares beneficially owned as of the date the person or entity filed a Schedule 13G with the SEC) and (b) the percentage of all outstanding shares of Common Stock represented by such ownership as of February 1, 2019 (based upon 61,775,978 shares of Common Stock outstanding as of that date).



Name of Beneficial Owner¹	Shares of Common Stock Beneficially Owned	Percentage of Class
The Vanguard Group, Inc.²	5,717,286	9.3	%
T. Rowe Price Associates, Inc.³	4,650,251	7.5	%
BlackRock, Inc.⁴	3,903,424	6.3	%
Wellington Management Group LLP⁵	3,132,101	5.1	%


¹	As previously disclosed, on March 21, 2019, TPG VI Wolverine, LP and TPG Wolverine VI Co-Invest, LP (together, the “TPG Funds”) sold 7,869,230 shares of Common Stock in an underwritten public offering under Assurant’s existing shelf registration statement. Following such sale, the TPG Funds held no shares of Common Stock.

The Vanguard Group, Inc., 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, filed a Schedule 13G/A on February 11, 2019 with respect to the beneficial ownership of 5,717,286 shares of Common Stock as of December 31, 2018. The Vanguard Group, Inc. indicated that it had sole voting power with respect to 61,949 shares of Common Stock, shared voting power with respect to 9,204 shares of Common Stock, sole dispositive power with respect to 5,648,166 shares of Common Stock and shared dispositive power with respect to 69,120 shares of Common Stock. The Vanguard Group, Inc. also indicated that Vanguard Fiduciary Trust Company, a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 44,814 shares of our outstanding Common Stock as a result of its serving as investment manager of collective trust accounts, and that Vanguard Investments Australia, Ltd., a wholly-owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 40,439 shares of our outstanding Common Stock as a result of its serving as investment manager of Australian investment offerings.

T. Rowe Price Associates, Inc., 100 E. Pratt Street, Baltimore, Maryland 21202, filed a Schedule 13G on February 14, 2019 with respect to the beneficial ownership of 4,650,251 shares of Common Stock as of December 31, 2018. T. Rowe Price Associates, Inc. indicated that it had sole voting power with respect to 1,388,529 shares of Common Stock and sole dispositive power with respect to 4,650,251 shares of Common Stock.

⁴

BlackRock, Inc., 55 East 52nd Street, New York, New York 10055, filed a Schedule 13G/A on February 11, 2019 with respect to beneficial ownership of 3,903,424 shares of Common Stock as of December 31, 2018. BlackRock, Inc. indicated that it filed this Schedule 13G/A on behalf of the following subsidiaries: BlackRock Life Limited, BlackRock International Limited, Blackrock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Japan Co., Ltd., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock (Luxembourg) S.A., BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, BlackRock (Singapore) Limited and BlackRock Fund Managers Ltd. BlackRock, Inc. indicated that it had sole voting power with respect to 3,449,558 shares of Common Stock and sole dispositive power with respect to 3,903,424 shares of Common Stock.

⁵

Wellington Management Group LLP, Wellington Group Holdings LLP and Wellington Investment Advisors Holdings LLP (collectively, the “Wellington Entities”), c/o Wellington Management Company LLP, 280 Congress Street, Boston, Massachusetts 02210, filed a Schedule 13G on February 12, 2019 with respect to beneficial ownership of 3,132,101 shares of Common Stock as of December 31, 2018. The Wellington Entities indicated that they each had shared voting power with respect to 1,122,857 shares of Common Stock and shared dispositive power with respect to 3,132,101 shares of Common Stock. The Wellington Entities indicated that they filed this Schedule 13G on behalf of one or more of the following investment advisers: Wellington Management Company LLP, Wellington Management Canada LLC, Wellington Management Singapore Pte Ltd, Wellington Management Hong Kong Ltd, Wellington Management International Ltd, Wellington Management Japan Pte Ltd and Wellington Management Australia Pty Ltd.



Table of Contents	Security Ownership of Directors and Executive Officers

SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table provides information concerning the beneficial ownership of Common Stock as of February 1, 2019 by Assurant’s Chief Executive Officer, Chief Financial Officer, and each of Assurant’s other named executive officers for 2018, each director and all current directors and executive officers as a group. As of February 1, 2019, we had 61,775,978 outstanding shares of Common Stock. Except as otherwise indicated, all persons listed below have sole voting power and dispositive power with respect to their shares, except to the extent that authority is shared by their spouses, and have record and beneficial ownership of their shares.



Name of Beneficial Owner¹	Shares of Common Stock Beneficially Owned²	Percentage of Class
Alan B. Colberg	87,942	*
Richard S. Dziadzio	8,159	*
Gene E. Mergelmeyer	108,869	*
Christopher J. Pagano	57,002	*
Ajay Waghray	5,542	*
Elaine D. Rosen	16,468	*
Howard L. Carver	36,100	*
Juan N. Cento	19,592	*
Elyse Douglas	10,850	*
Harriet Edelman	397	*
Lawrence V. Jackson	16,251	*
Charles J. Koch	36,168	*
Jean-Paul L. Montupet	10,313	*
Debra J. Perry	397	*
Paul J. Reilly	10,937	*
Robert W. Stein	8,854	*
All current directors and executive officers as a group
(20 persons)	419,353	*


*	Less than one percent of class.


¹	As previously disclosed, Eric Leathers and Peter McGoohan resigned from the Board and the committees on which they served, effective as of March 21, 2019, in accordance with the terms of the Stockholder Rights Agreement entered into in connection with the TWG acquisition.


²	Includes for Mr. Pagano, 4,109 shares of Common Stock held through the Assurant 401(k) Plan, as of December 31, 2018.

Includes for Mr. Stein, 851 shares of Common Stock held by the Robert W. Stein Revocable Living Trust and Christine M. Denham Revocable Living Trust, Tenants in Common. Also includes 1,500 shares of Common Stock held by the Denham Stein Family Foundation. Because Mr. Stein serves as a trustee of this tax exempt charitable foundation, Mr. Stein is deemed to “control” these 1,500 shares in which he has no economic interest.

For certain named executive officers for 2018 and current executive officers, includes restricted stock units (“RSUs”) that will vest and/or become payable on or within 60 days of February 1, 2019 in exchange for the following amounts of Common Stock as of February 1, 2019: for Mr. Colberg, 19,455 shares; for Mr. Dziadzio, 4,634 shares; for Mr. Mergelmeyer, 26,624 shares (including 19,268 shares that would be issuable upon a retirement); and for Mr. Pagano, 17,236 shares (including 11,572 shares that would be issuable upon a retirement).

For certain directors, includes vested RSUs (and RSUs that will vest within 60 days of February 1, 2019); the settlement of the shares is deferred until separation from the Board. Includes 6,503 shares for each of Ms. Rosen, Ms. Douglas and Messrs. Carver, Cento, Jackson, Koch, Montupet, Reilly and Stein, as of February 1, 2019, and 397 shares for each of Ms. Edelman and Ms. Perry, as of February 1, 2019.

RSUs that will vest on or within 60 days of February 1, 2019 in exchange for shares of Common Stock, for all current directors and executive officers as a group, totaled 123,025.



Table of Contents	Compensation Discussion and Analysis Part I - Executive Summary

COMPENSATION DISCUSSION AND ANALYSIS

I. Executive Summary

Introduction

This Compensation Discussion and Analysis (“CD&A”) provides a detailed review of the compensation principles and strategic objectives governing the compensation of the following individuals, who were our named executive officers for 2018:



Name		Title
Alan B. Colberg		President and Chief Executive Officer
Richard S. Dziadzio		Executive Vice President and Chief Financial Officer (also served as Treasurer until November 2018)
Christopher J. Pagano		Executive Vice President and Chief Risk Officer (until December 31, 2018); Executive Vice President (effective January 1, 2019 through April 1, 2019)
Gene E. Mergelmeyer		Executive Vice President and Chief Operating Officer
Ajay Waghray		Executive Vice President and Chief Technology Officer (until December 31, 2018)

Throughout this CD&A, we refer to these individuals as our named executive officers or “NEOs”, to Mr. Colberg as our “CEO” and to Mr. Dziadzio as our “CFO”.

The Company is a global provider of risk management solutions in the housing and lifestyle markets, protecting where people live and the goods they buy. On May 31, 2018, the Company acquired TWG Holdings Limited and its subsidiaries (as subsequently reorganized, “The Warranty Group”), for a total enterprise value of $2.47 billion. The Warranty Group specializes in the underwriting, administration and marketing of service contracts on a wide variety of consumer goods, including automobiles, consumer electronics and major home appliances. We expect the acquisition will enhance our position as a leading lifestyle provider, particularly within the Global Automotive business, with new client partnerships and distribution channels. The acquisition will support our growth strategy for Global Lifestyle given its attractive product and client portfolio and our deepened global footprint across 21 countries, including key markets such as Asia Pacific. We expect to generate significant operating synergies by optimizing global operations.

In connection with the acquisition of The Warranty Group, the Company made changes to its executive compensation program to align with its strategic and financial objectives relating to the acquisition. Highlights for the enterprise’s 2018 fiscal year financial metrics³ related to short-term and long-term incentive programs include:

Annual Incentive Plan (“ESTIP”)


•	60% consolidated NOI, excluding reportable catastrophes


•	40% consolidated revenue

The metrics for the ESTIP did not change. The Compensation Committee set ESTIP performance goals for the first half of 2018 based on the consolidated NOI and revenue of Assurant, Inc. After the closing of The Warranty Group acquisition, the Compensation Committee set ESTIP performance goals for the second half of 2018 based on the consolidated NOI and revenue of Assurant, Inc. and The Warranty Group. The performance multipliers for the first and second halves of 2018 are weighted equally and averaged to determine the ESTIP performance multiplier.

Based on the annual incentive plan performance multipliers, in 2018, our NEOs received annual incentive payments in the amounts set forth in the chart on page 31. ESTIP metrics and NEO payouts are described in greater detail in “2018 Annual Incentive Compensation” beginning on page 29.

³Certain measures are non-GAAP. A reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in Appendix A hereto.



Table of Contents	Compensation Discussion and Analysis Part I - Executive Summary

The Compensation Committee anticipates that in 2019, the ESTIP performance goals will be based on full-year consolidated NOI and revenue of the consolidated enterprise, which includes The Warranty Group.

Long-Term Equity Incentive Plan (“ALTEIP”)


•	60% TSR


•	40% realization of net pre-tax synergies in connection with The Warranty Group acquisition subject to the satisfaction of a threshold NOI EPS goal (excluding reportable catastrophes) in 2020

In 2018, our NEOs received long-term equity awards of which the majority was delivered in the form of PSUs and the remainder was delivered in the form of RSUs. The Compensation Committee elected to wait to grant PSUs until after the closing of The Warranty Group acquisition in order to align the performance metrics for the PSUs with the Company’s expectations regarding its post-closing financial performance. 2018 payouts under the PSUs will be determined over a 30-month performance cycle based on the Company’s performance of the above pre-established metrics. Vesting of PSUs granted in 2018 will not be determined until after the end of 2020 and our NEOs will be eligible for payouts in respect of these awards in 2021. The 2018 PSU awards were a single award intended to serve both as the annual equity award under the ALTEIP and as an additional opportunity in order to further incentivize executives to drive the achievement of strategic and financial objectives related to The Warranty Group acquisition. The pre-tax synergy metric was chosen to align with such strategic and financial objectives , including the successful integration of the acquisition and the achievement of operating synergies, which we believe will contribute to future NOI EPS growth.

The Compensation Committee anticipates that in 2019 the PSU performance metrics will return to two equally weighted metrics consisting of TSR and NOI EPS, excluding reportable catastrophes, and the PSU component will return to 75% of long-term incentive compensation opportunity and the RSU component to 25%, consistent with prior years.

Our Executive Compensation Principles

Assurant’s executive compensation programs are designed to align the interests of our executives with those of our stockholders by tying significant portions of their compensation to the Company’s financial performance and stock price performance. The following charts show the relative percentages of target variable (annual and long-term incentive) and fixed (base salary) compensation established for our CEO and our other NEOs at the beginning of 2018:


*	We consider variable compensation to include any compensation that will vary with financial or stock price performance. For additional details on the percentage components of our NEOs’ fixed and variable compensation, see the discussion under “Mix of Target Total Direct Compensation Elements” on page 28.

Set forth below are our core executive compensation principles, along with key features of our executive compensation program that support these principles:



Table of Contents	Compensation Discussion and Analysis Part I - Executive Summary

Executive compensation opportunities at Assurant should be sufficiently competitive to attract and retain talented executives while aligning their interests with those of our stockholders.


•	When setting target total direct compensation opportunities (base salary, annual incentives and long-term equity incentives) for our NEOs, the Compensation Committee generally seeks to approximate median levels for comparable positions at companies included in a general industry survey. (For details, please see pages 36-37).


•	The Company selects performance metrics that seek to achieve the appropriate balance between annual and long-term incentives that are supportive of the Company’s strategic goals.


•	Stock-based compensation outweighs cash-based compensation to further align NEOs with long-term value creation.


•	Each NEO’s annual incentive opportunity and PSUs are contingent on the Company’s earnings. If the Company does not produce positive net income (as defined in the ESTIP) or positive adjusted earnings per share (as defined in the PSU award agreements) no annual incentive or performance payments, respectively, are earned.


•	57-76% of the annual long-term equity incentive award granted to our NEOs in 2018 was delivered in the form of PSUs, with a 30-month cumulative performance period, and 24-43% was delivered in the form of RSUs, with a three-year annual vesting schedule. For our CEO, his PSU component represented 69% of his long-term incentive compensation opportunity and his RSU component represented 31%.


•	The Compensation Committee anticipates that in 2019 the PSU component will return to 75% of their long-term incentive compensation opportunity and the RSU component to 25%, consistent with prior years.

Our incentive-based programs should motivate our executives to deliver above-median results.


•	We design performance goals under our annual executive incentive program so that above-target compensation will only be paid if the Company delivers above-target performance.


•	For the 2018-2020 performance period, payouts with respect to PSU awards are based on TSR and achievement of a certain amount of net pre-tax synergies related to The Warranty Group acquisition, subject to the satisfaction of a threshold NOI EPS goal (excluding reportable catastrophes) in 2020.


•	We design performance goals such that payouts on the TSR metric reach above-target levels if our performance exceeds the 50th percentile of the index, with the payouts capped at 200% if the Company performs at or above the 90th percentile. Payouts on the pre-tax synergy metric are also capped at 200%.


•	The Compensation Committee anticipates that in 2019 the metrics will return to two equally weighted metrics consisting of TSR and NOI EPS, excluding reportable catastrophes, consistent with prior years.

Our executive compensation programs are informed by strong governance practices that reinforce our pay for performance philosophy, support our culture of accountability and encourage prudent risk management.


•	Under our executive compensation recoupment policy, the Compensation Committee may recover (“clawback”) annual and long-term performance-based compensation from current and former executive officers in the event of a financial restatement as a result of material non-compliance with any financial reporting requirement under the securities laws that has resulted in an overpayment.


•	Under our stock ownership guidelines, our executive officers and directors are required to hold a meaningful amount of Company stock throughout their service, and may not sell shares until target ownership levels are met.


•	Under our insider trading policy, our NEOs and directors are prohibited from:



Table of Contents	Compensation Discussion and Analysis Part I - Executive Summary


•	engaging in hedging and monetizing transactions with respect to Company securities;


•	holding Company securities in a margin account; or


•	pledging Company securities as collateral for a loan.


•	Change of control agreements with our NEOs are “double trigger” and do not provide for excise tax gross-ups.


•	In 2018, the Compensation Committee, assisted by Semler Brossy Consulting Group LLC (“Semler Brossy”) and management, undertook an annual risk review of the Company’s variable pay plans, policies and practices, and did not identify any risks that are reasonably likely to have a material adverse effect on the Company.


•	We generally do not provide any significant perquisites to our NEOs.


•	Annual incentive payouts are capped at 200% of each NEO’s target opportunity.


•	For the 2018-2020 performance period, PSU award payouts are capped at 200% of each NEO’s target opportunity.


•	Assurant does not pay dividends on unvested PSUs.

2018 Say-on-Pay Vote and Stockholder Engagement

We have consistently received strong support for our compensation programs since the inception of the say-on-pay advisory vote. We have received at least a 94% favorable advisory vote by stockholders to approve our executive compensation for each of the past four years, including at our 2018 annual meeting. Through ongoing stockholder engagement, we continued to reach out to our institutional stockholder base to engage with investors to receive their input and feedback on aspects of the Company’s corporate governance practices and executive compensation program. During these conversations, we also shared an update on The Warranty Group acquisition and related executive compensation and governance changes and the Company’s Corporate Social Responsibility report.



Table of Contents	Compensation Discussion and Analysis Part II - Elements of Our Executive Compensation Program

II. Elements of Our Executive Compensation Program

Pay Elements

The following table sets forth the primary elements of the compensation programs that apply to our NEOs and the objective or purpose each element is designed to achieve:



Compensation Element	Objective/Purpose
Annual base salary	Provides fixed compensation that, in conjunction with our annual and long-term incentive programs, approximates the median level of target total compensation for comparable positions at companies in a general industry survey. Attracts and retains talented executives with compensation levels that are consistent with our target total compensation mix.
Annual incentive program	Motivates executives to achieve specific near-term enterprise or business segment goals designed to increase long-term stockholder value. Requires above-target performance to earn an above-target payout.
Long-term equity incentive award program	Motivates executives to consider longer-term ramifications of their actions and appropriately balance long- and near-term objectives. Reinforces a culture of accountability focused on long-term value creation. Requires above-median performance for an above-target payout on long-term performance-based equity awards. Protects proprietary information and competitive advantages by including confidentiality, non-competition and non-solicitation provisions in award agreements. Long-term equity plan includes “double-trigger” change of control provision.
Retirement, deferral and health and welfare programs	Provides a competitive program that addresses retirement needs of executives. Offers NEOs participation in the same health and welfare programs available to all U.S. employees. Provides an executive long-term disability program.
Cash payments upon change of control	Provides separation pay upon certain terminations of employment in connection with the sale of the Company. Executives are not contractually entitled to separation pay beyond these instances. Enables executives to focus on maximizing value for stockholders in the context of a change of control transaction. New form of agreement approved by Compensation Committee reduces the amount of cash severance from three times the sum of annual base salary and target ESTIP award to two times the sum of such amounts.



Table of Contents	Compensation Discussion and Analysis Part II - Elements of Our Executive Compensation Program

Mix of Target Total Direct Compensation Elements

The following charts show the relative percentages of the components of target total direct compensation that were established for our CEO and our other NEOs at the beginning of 2018.

n Long Term Equity Incentive n Annual Incentive n Base Salary

Because our CEO is primarily responsible for achieving the strategic objectives of the Company, his variable compensation is a greater portion of his target total direct compensation than that of our other NEOs. 92% of his target total direct compensation opportunity is subject to Company performance.

Changes to Compensation Levels and Pay Mix in 2018

In January 2018, Semler Brossy, the Compensation Committee’s independent consultant, provided the Compensation Committee with an assessment of target total direct compensation (base salary, target annual incentive compensation and target long-term incentive compensation) for our NEOs relative to total compensation for similarly sized companies based on general industry survey data from Willis Towers Watson. The assessment concluded that most of our NEOs were within a competitive range of median levels of similarly situated executives.

The Compensation Committee made changes to certain elements of NEO compensation for 2018 as illustrated in the following chart and discussed below:



Name	Year	Base Salary	Target Annual Incentive	Target Long-Term Incentive without TWG	TWG Premium	Target Total Direct Compensation
Alan B. Colberg	2018	980,000	160%	570%	357%	11,634,000
Alan B. Colberg	2017	955,000	160%	525%	N/A	7,496,750
Richard S. Dziadzio	2018	640,500	100%	275%	288%	4,886,375
Richard S. Dziadzio	2017	625,000	100%	263%	N/A	2,893,750
Gene E. Mergelmeyer	2018	692,000	125%	300%	47%	3,959,000
Gene E. Mergelmeyer	2017	675,000	125%	315%	N/A	3,645,000
Christopher J. Pagano	2018	640,500	100%	225%	59%	3,099,125
Christopher J. Pagano	2017	625,000	100%	236%	N/A	2,725,000
Ajay Waghray	2018	538,000	100%	225%	59%	2,603,500
Ajay Waghray	2017	525,000	100%	236%	N/A	2,289,000

Recognition for Strategic Accomplishments

In January 2018, the Compensation Committee decided to recognize Mr. Colberg for his leadership in the strategic transformation of the Company, including repositioning it for continued profitable growth, and to recognize Mr. Dziadzio for his contributions toward achieving a stronger financial profile for the Company by approving increases in Messrs. Colberg’s and Dziadzio’s annual target long-term incentive opportunities to 570% and 275% respectively. These increases were consistent with the Company’s compensation philosophy of targeting median compensation levels based on general industry survey data and were awarded in the form of stock-based compensation. Messrs. Mergelmeyer’s, Pagano’s and Waghray’s annual target long-term



Table of Contents	Compensation Discussion and Analysis Part II - Elements of Our Executive Compensation Program

incentive opportunities were decreased to 300%, 225% and 225%, respectively, as a result of a return to their annual level after a one-time 5% increase in 2017.

Driving Strategic and Financial Objectives Related to TWG

One-half of the target incentive opportunities were awarded in March 2018 in the form of RSUs, which vest over a three-year period. The Compensation Committee elected to wait to grant PSUs until after the closing of The Warranty Group acquisition in order to align the performance metrics for the PSUs with the Company’s expectations regarding its post-closing financial performance. In July 2018, the Compensation Committee awarded the remaining one-half of the annual target incentive opportunity as set in January 2018 in the form of PSUs and included an additional opportunity in connection with The Warranty Group acquisition. The amount of this additional opportunity varied for each executive, ranging from a target incentive opportunity equal to 33% to 357% of base salary.

The Compensation Committee provided this additional opportunity to further incentivize executives to drive the achievement of strategic and financial objectives related to The Warranty Group acquisition. The aggregate grant date fair value of the additional target opportunity provided to the members of the Management Committee, which is composed of 11 members including the CEO and the NEOs, was $11.1 million. This aggregate amount was determined in consultation with Semler Brossy and included a review of similar premiums awarded after large acquisitions. The premium equals approximately 63% of the Management Committee’s annual aggregate long-term incentive opportunity. The premium amount was allocated among the Management Committee members by tier based on each member’s role in achieving the strategic and financial objectives related to the acquisition. The target opportunity granted to the CEO had a grant date fair value of $4.0 million and was based on the critical role he has in executing on our strategic and financial objectives. The Compensation Committee modified the performance metrics and included the pre-tax synergy metric to align with such strategic and financial objectives , including the successful integration of the acquisition and the achievement of operating synergies, which we believe will contribute to future NOI EPS growth. The Compensation Committee set the amount of synergies required for a threshold payout at an amount equal to the Company’s publicly disclosed target of $60 million of pre-tax synergies. In addition, the metric is subject to the satisfaction of a threshold NOI EPS goal (excluding reportable catastrophes) in 2020.

2018 Annual Incentive Compensation

Each year the Compensation Committee reviews the annual incentive metrics. The Compensation Committee seeks to select metrics that align with the Company’s strategic and financial objectives. In 2018, the Compensation Committee selected financial targets designed to focus management on driving profitable growth. The financial targets selected for the ESTIP were as follows:

Enterprise


•	60% NOI, excluding reportable catastrophes


•	40% consolidated revenue

For all NEOs, the financial targets are set at the enterprise level. Profitability is measured using consolidated NOI and revenue is measured by consolidated revenue. The NOI financial targets exclude reportable catastrophes because they create volatility that is beyond management’s control and the Compensation Committee believes management should be focused on the underlying performance of the business.

For Mr. Mergelmeyer, 80% of his annual incentive compensation was allocated to enterprise metrics as calculated above and, as the Global Housing segment leader, the remainder was allocated to the Global Housing segment, with 12% tied to business segment NOI and 8% tied to business segment revenue in core or targeted growth



Table of Contents	Compensation Discussion and Analysis Part II - Elements of Our Executive Compensation Program

business. Segment profitability is measured using segment NOI, excluding reportable catastrophes. Segment revenue is measured by net earned premiums and fee income within the segment.

The Compensation Committee set ESTIP performance goals for the first half of 2018 based on the consolidated NOI and revenue of Assurant, Inc. After the closing of The Warranty Group acquisition on May 31, 2018, the Compensation Committee set ESTIP performance goals for the second half of 2018 based on the consolidated NOI and revenue of Assurant, Inc. and The Warranty Group. The performance multipliers for the first and second halves of 2018 are weighted equally and averaged to determine the ESTIP performance multiplier.

The aggregate payments to all ESTIP participants for any performance period cannot exceed 5% of the Company’s adjusted net income in the Company’s periodic reports filed with the SEC (as defined in the ESTIP). This aggregate maximum amount is allocated to all participants equally, except that the amount allocated to the Chief Executive Officer is twice the amount allocated to the other participants. With respect to 2018 annual incentives paid, the Compensation Committee exercised discretion to reduce participants’ awards by applying the pre-established performance goals set forth in the tables below.

2018 Results. The following tables set forth performance targets applicable to our NEOs for 2018, along with the resulting multipliers applied to NEO annual incentive compensation as explained in more detail below:

First Half of 2018 Annual Incentive Performance Targets and Results ^{1 2}



Weighting	Financial Performance Metric	—	0.5	1.0	1.5	2.0	1st Half 2018 Results³	1st Half Performance Multiplier
Assurant Enterprise
60%	Enterprise Profitability: NOI (excluding CATs)	$178	$191	$212	$233	$246	$231	1.26

40%	Enterprise Revenue	$2,529	$2,677	$2,975	$3,272	$3,421	$2,977
Global Housing
80%	Enterprise Metrics	$119	$127	$141	$156	$164	$152	1.25
12%	Segment Profitability: Segment NOI (excluding CATs)

8%	Segment Revenue	$913	$966	$1,074	$1,181	$1,235	$1,066

Second Half of 2018 Annual Incentive Performance Targets and Results ^{1 2}



Weighting	Financial Performance Metric	—	0.5	1.0	1.5	2.0	2nd Half 2018 Results³	2nd Half Performance Multiplier
Assurant Enterprise
60%	Enterprise Profitability: NOI (excluding CATs)	$243	$261	$290	$319	$336	$280	0.95

40%	Enterprise Revenue	$3,562	$3,771	$4,190	$4,609	$4,819	$4,283
Global Housing
80%	Enterprise Metrics	$147	$157	$173	$192	$202	$169	0.96
12%	Segment Profitability: Segment NOI (excluding CATs)

8%	Segment Revenue	$841	$890	$989	$1,088	$1,138	$1,024



Table of Contents	Compensation Discussion and Analysis Part II - Elements of Our Executive Compensation Program

Dollar amounts applicable to performance metrics are expressed in millions. The performance targets included in this table are disclosed only to assist investors and other readers in understanding the Company’s executive compensation. They are not intended to provide guidance on the Company’s future performance and should not be relied upon as predictive of the Company’s future performance or the future performance of any of our operating segments


²	Certain measures are non-GAAP. A reconciliation of these non-GAAP measures to their most comparable GAAP measures can be found in Appendix A hereto.


³	Results in this column may differ from the Company’s reported results since expenses, revenues and other effects associated with acquisition activity during the year and changes in accounting that do not reflect changes in the underlying business are generally excluded when calculating results for purposes of the ESTIP.

The following table shows target annual incentive compensation, the multipliers applied for each NEO and the resulting annual incentive award payout for 2018:



NEO	2018 Target Annual Incentive¹	2018 Composite Multiplier ²	2018 Annual Incentive Payment
Alan B. Colberg	$1,566,462	1.11	$1,738,773
Richard S. Dziadzio	$639,904	1.11	$710,293
Gene E. Mergelmeyer	$864,183	1.11	$959,243
Christopher J. Pagano	$639,904	1.11	$710,293
Ajay Waghray	$537,500	1.11	$596,625


¹	The target annual incentive is calculated by multiplying an NEO’s ESTIP eligible earnings by his target annual ESTIP opportunity. ESTIP eligible earnings differ slightly from an NEO’s base salary due to the payroll calendar which pays compensation two weeks in arrears.


²	The 2018 Composite Multiplier represents an equally weighted average of the multiplier for the first half of 2018 and the multiplier for the second half of 2018, as follows: 2018 Composite Multiplier = 1st Half Multiplier + 2nd Half Multiplier / 2.

Long-Term Equity Incentive Compensation

In March 2018, the Compensation Committee granted RSUs, which reflected half of each NEO’s annual target long-term incentive opportunity. The Compensation Committee elected to wait to grant PSUs until after the closing of The Warranty Group acquisition in order to align the performance metrics for the PSUs with the Company’s expectations regarding its post-closing financial performance. In July 2018, the Compensation Committee granted PSUs to the NEOs as well as the other members of the Company’s Management Committee that reflect the remaining half of their annual target long-term incentive opportunity plus an additional opportunity to further incentivize executives to drive strategic and financial objectives related to The Warranty Group acquisition. The target long-term incentive opportunities as a percentage of base salary for each of our NEOs, including the additional opportunity are as follows: 927% for the CEO, 563% for the CFO and between 284% and 347% for each of the other NEOs. The maximum payout opportunity for PSUs is 200% of target.

Including the additional PSU opportunity approved by the Compensation Committee in July 2018, between 57-76% of the annual long-term equity incentive award granted to our NEOs in 2018 was delivered in the form of PSUs, with a 30-month performance period, and 24-43% was delivered in the form of RSUs, with a three-year annual vesting schedule. For our CEO, his PSU component represented 69% of his long-term incentive compensation opportunity and his RSU component represented 31%. The Compensation Committee anticipates that in 2019 the PSU component will return to 75% of long-term incentive compensation opportunity and the RSU component to 25%, consistent with prior years.

PSUs. The Compensation Committee selected PSUs as an equity compensation vehicle to ensure that a portion of long-term equity compensation would be paid if the Company achieves specified financial objectives over an extended period.



Table of Contents	Compensation Discussion and Analysis Part II - Elements of Our Executive Compensation Program

For performance periods prior to 2016, for each year in the applicable three-year performance period, performance with respect to selected metrics (described in the chart below) is compared against an index of companies and assigned a percentile ranking. These rankings are then averaged to determine the composite percentile ranking for the three-year performance period. Measurement of performance against the designated financial performance metrics includes unusual or non-recurring events and other extraordinary items.

For the annual grants covering the 2016-2018 and 2017-2019 performance periods, the Company achieved the threshold goal of positive adjusted earnings per share (defined as net operating income per share, excluding reportable catastrophe losses) for the 2016 and 2017 fiscal years, respectively, and as a result, PSUs will be considered earned at the maximum amount of 200% of an NEO’s target opportunity. However, when determining payout levels at the end of such performance periods, the Compensation Committee may exercise discretion in its application of the pre-established performance metrics described in the following paragraph to reduce the payout levels below the maximum amount of 200%.

For the 2016-2018 and 2017-2019 performance periods, performance is measured with respect to two equally weighted metrics, absolute NOI EPS, excluding reportable catastrophes, measured as the sum for each year within the three-year performance period, and TSR relative to the S&P 500 Index, measured over the three-year performance period. Measurement of performance against the designated financial performance metrics includes unusual or non-recurring events and other extraordinary items, unless otherwise determined by the Compensation Committee. NOI EPS excludes reportable catastrophes because they create volatility that is beyond management’s control, and the Compensation Committee believes management should be focused on the underlying performance of the business.

For the 2018-2020 performance period, performance is measured with respect to two metrics over a 30-month performance period: (i) TSR relative to the S&P 500 Index (weighted at 60%) and (ii) the realization of net pre-tax synergies in connection with the acquisition of The Warranty Group (weighted at 40%), subject to the satisfaction of a threshold NOI EPS goal (excluding reportable catastrophes) in 2020. A PSU recipient will only receive a payout if he or she remains employed by the Company through the performance determination date in March 2021. Recent tax reform legislation eliminated the exception under Code Section 162(m) for performance-based compensation effective beginning for our 2018 tax year and accordingly, awards granted in 2018 no longer contain a threshold performance goal that triggers the initial funding of the awards.

The Compensation Committee anticipates that in 2019 the performance metrics will return to the two equally weighted metrics consisting of relative TSR and absolute EPS, excluding reportable catastrophes.

The changes made by the Compensation Committee to the metrics, index and payout requirements for the ALTEIP are described below.



Table of Contents	Compensation Discussion and Analysis Part II - Elements of Our Executive Compensation Program

Performance-Based Long-Term Equity Plan Design Attributes



Metrics and Weighting	For performance periods before 2016: Growth in Book Value Per Diluted Share Excluding AOCI¹ - 1/3 Revenue Growth² - 1/3 Total Stockholder Return (“TSR”)³ - 1/3 Note: all relative metrics For 2016 and 2017 performance periods: Absolute NOI EPS⁴ - 50% Relative TSR³ - 50% For 2018 performance period: Relative TSR - 60%³ Net pre-tax synergies - 40%	Rationale for 2018 changes: The Compensation Committee believes that these metrics: • incentivize executives to drive achievement of strategic and financial objectives related to The Warranty Group acquisition; and • align with such strategic and financial objectives, including the successful integration of the acquisition and the achievement of pre-tax synergies.
Performance Measured Against an Industry Index	For the 2015 performance period: Adjusted S&P Total Market Index: S&P Total Market Index, excluding companies with revenues of less than $1 billion or those that are not in (i) GICS Insurance Industry (code 4030) or (ii) the Managed Health Care Sub-Industry in GICS Health Care Equipment & Services Industry (code 3510); and including companies that are part of our compensation peer group For 2016, 2017 and 2018 performance periods: TSR measured against S&P 500 Index	Rationale for changes: The Compensation Committee believes the S&P 500 Index: • reflects a more appropriate group benchmark following the Company’s exit from more traditional lines of insurance; • represents a well-known and objective benchmark by which the Company’s performance can be measured; and • provides a robust sample of companies across different industries.
Payout Considerations	For the relative metric(s): Payout above target if above-median performance is achieved For performance periods before 2016, payouts capped at 150% of target if the composite percentile ranking is at or above the 75th percentile For 2016, 2017 and 2018 performance periods, payouts capped at 200% of target if the percentile is at or above the 90th percentile Minimum threshold for payout is the 25th percentile Payouts for performance between the percentile levels are determined on a straight-line basis using linear interpolation For the absolute metric: Threshold for payout at pre-determined performance level. Payouts capped at 200% of target. Performance that is greater than threshold and less than maximum of cumulative three-year NOI EPS results in a proportional award. The interpolation is performed between the two corresponding payout tiers.	Rationale for changes: The Compensation Committee believes the increase in the maximum payout opportunity: • supports the Company’s pay for performance philosophy; • rewards participants for achieving 90th percentile performance against a more diverse industry index; and • ensures focus on driving stockholder returns over the long term.


¹	Year-over-year growth in the Company’s total stockholder equity, excluding AOCI, divided by diluted shares outstanding at year-end.


²	Year-over-year growth in total revenue (net earned premiums, fee and investment income).


³	Percentage change on Company stock plus dividend yield percentage.


⁴	Cumulative three-year NOI EPS excluding reportable catastrophes.



Table of Contents	Compensation Discussion and Analysis Part II - Elements of Our Executive Compensation Program

Performance-Based Long-Term Equity Plan Design — TSR Metric — 2018- 2020 Performance Period

Recent tax reform legislation expanded the number of individuals covered by Section 162(m) and eliminated the exception for performance-based compensation effective beginning for our 2018 tax year. The Company anticipates that annual PSU awards granted to certain individuals in 2016 and in 2017 will be grandfathered from the recent tax reform changes for Section 162(m) purposes. (For additional details on Section 162(m), please see the discussion on page 38 under “Tax and Accounting Implications”). Additional information regarding the PSUs and RSUs awarded under the ALTEIP is provided under the “Additional Information Regarding the Summary Compensation Table and Grants of Plan-Based Awards —Long-Term Equity Incentive Awards” on page 44. For additional information on PSUs and RSUs granted to our NEOs in 2018, please see columns (g) and (i), respectively, of the “Grants of Plan-Based Awards” on page 43.

2015-2017 Performance Cycle. In 2018 the Compensation Committee approved equity payments for performance share units granted in 2015 based on the metrics described on the previous page. The Compensation Committee determined that the Company’s composite average percentile ranking relative to companies in the applicable index with regard to the three specified financial metrics over the 2015-2017 performance cycle was in the 25th percentile. Because, over the three-year performance cycle, the Company achieved below median performance relative to the designated index of peer companies, each of our NEOs received shares of Common Stock equal to 50% of the target number of PSUs granted in 2015.



Table of Contents	Compensation Discussion and Analysis Part II - Elements of Our Executive Compensation Program



Yearly Average PSU Percentile Ranking
2015-2017 Performance Period	Percentile/Percentage
Year 1	40th
Year 2	13th
Year 3	23rd
Final Three-Year Average Percentile Ranking	25th
Payout as a Percentage of Long-Term Equity Incentive Opportunity	50%

RSUs. RSUs typically vest in equal annual installments over a three-year vesting period and are granted in March of each year.

In addition, the Compensation Committee may grant awards to attract executives critical to the success of the Company’s business strategy. Furthermore, from time to time the Compensation Committee may grant special awards to executives who demonstrate exceptional performance and are critical to the success of the Company’s business strategy over the long term. These special awards typically consist of RSUs subject to vesting periods that are structured to facilitate retention through important business or career milestones. To facilitate retention, these awards will vest over a five-year period, with 10% increments vesting on each of the first four anniversaries of the grant date, and the remaining 60% vesting on the fifth anniversary of the grant date, subject to continued employment through each applicable vesting date. The Compensation Committee did not grant any special awards to NEOs in 2018.



Table of Contents	Compensation Discussion and Analysis Part III - The Compensation Committee’s Decision-Making Process

III. The Compensation Committee’s Decision-Making Process

The Compensation Committee oversees our executive compensation program and advises the full Board on general aspects of Assurant’s compensation and benefit policies. The Compensation Committee is composed entirely of independent directors, as determined in accordance with its charter, our Corporate Governance Guidelines and applicable NYSE rules. The Compensation Committee’s charter and our Corporate Governance Guidelines are available under the “Corporate Governance” tab of the “Investor Relations” section of our website at http://ir.assurant.com.

Annual Compensation Review

The following chart outlines the Compensation Committee’s annual process in setting NEO compensation:



Step 1	Step 2	Step 3
Committee reviews pay for performance analysis prepared by independent compensation consultant.	Committee reviews target direct compensation at companies in general industry survey.	Committee establishes total direct compensation opportunities for NEOs.
Committee also considers input from the CEO on compensation of other NEOs.	(Availability of compensation data typically lags behind annual schedule used to set executive pay.)	(The Committee also reviews the allocations among each component of total direct compensation.)

For 2018, the Compensation Committee evaluated the recommendations of the CEO (for the compensation of the other NEOs) along with information and analysis provided by Semler Brossy, using data from a general industry survey from Willis Towers Watson. The Compensation Committee exercises its discretion in evaluating, modifying, approving or rejecting the CEO’s recommendations and makes all final decisions with regard to base salary, short-term incentives and long-term incentives for all executive officers, including the NEOs. The Compensation Committee also meets periodically in executive session without any members of management present to discuss recommendations and make decisions with respect to compensation of the Company’s executive officers.

Input from Management

Our CEO is not involved in the Compensation Committee’s determination of his compensation. Generally, the CEO completes a self-assessment of his own performance against prescribed criteria and each independent director separately assesses the CEO’s performance using the same criteria. This Nominating and Corporate Governance Committee periodically uses an external resource to facilitate the assessment, including in 2018.

The CEO annually reviews the performance and compensation of each of our executive officers in consultation with the Chief Human Resources Officer and makes recommendations regarding their compensation to the Compensation Committee. The CEO also provides input to the Compensation Committee, in consultation with the Company’s CFO and the Chief Human Resources Officer, on the annual incentive plan performance goals for the Company’s executive officers.

Input from Independent Compensation Consultant

The Compensation Committee has engaged Semler Brossy as its independent compensation consultant. At the Compensation Committee’s request, the independent compensation consultant provides analysis and advice on such items as pay competitiveness, incentive plan design, performance measurement, design and use of equity compensation and relevant market practices and trends with respect to the compensation of our executive officers and non-management directors (as applicable). Among other things, the independent compensation consultant prepares reports, delivers presentations and engages in discussions with the Compensation Committee regarding the information collected. These reports, presentations and discussions may address topics ranging from strategic considerations for compensation programs generally to the amount or specific components of each executive officer’s compensation. The independent compensation consultant also reviewed and provided input on the portions of the Company’s annual proxy statement regarding executive and director compensation matters.



Table of Contents	Compensation Discussion and Analysis Part III - The Compensation Committee’s Decision-Making Process

At the direction of the Chair of the Compensation Committee, the independent compensation consultant prepares and reviews Compensation Committee materials and management’s recommendations in advance of each Compensation Committee meeting or other Compensation Committee communication. The independent compensation consultant participates in most Compensation Committee meetings, in each case at the request of the Chair of the Compensation Committee. The decisions made by the Compensation Committee are the responsibility of the Compensation Committee and may reflect factors other than the recommendations and information provided by the independent compensation consultant.

Level of Compensation Provided

Following the divestiture and wind-down of the Company’s more traditional insurance businesses, the Compensation Committee determined that a broad set of general industry companies would serve as the most appropriate point of comparison for market competitiveness, replacing the previously used custom peer group. The Compensation Committee has not identified a peer group that is reflective of the Company’s focus on the housing and lifestyle markets and fee-based, capital light non-insurance businesses. As an input to the Compensation Committee’s evaluation of 2018 pay levels, competitive market positioning was evaluated relative to Willis Towers Watson general industry survey data for companies of comparable revenue. The survey includes a broad representation of companies among a variety of industries. The Compensation Committee will continue to evaluate whether the use of a peer group is appropriate as a source of comparison for level of compensation.

In 2018, we aimed to set target total direct compensation for each NEO at approximately the median level provided to executives with similar responsibilities at companies included in the general industry survey data from Willis Towers Watson. However, the Company may vary from the median if necessary dependent on individual skills, experience and the position. The Compensation Committee received an assessment from its independent consultant relating to target total direct compensation as described in “Changes to Compensation Levels and Pay Mix for 2018” on page 28.



Table of Contents	Compensation Discussion and Analysis Part IV - Governance Features of Executive Compensation

IV. Governance Features of Executive Compensation

Our executive compensation programs are guided by strong governance practices intended to reinforce our pay for performance philosophy, support our culture of accountability and encourage prudent risk management. Summarized below are the key governance features of our executive compensation programs.

Executive Compensation Recoupment (“Clawback”) Policy

Effective January 1, 2012, the Compensation Committee implemented a policy regarding the recoupment of performance-based incentive compensation awarded to the Company’s key executives on or after such date. The policy provides that, in the event that the Company is required to prepare a restatement of its financial results due to material noncompliance with any financial reporting requirement under the securities laws, the Compensation Committee may recover the excess of (x) any annual cash incentive and long-term cash or equity-based incentive award amounts provided to any of the Company’s current or former executive officers based on the original financial statements (including any deferrals thereof) over (y) the amounts that would have been provided based on the restatement. The recovery period may comprise up to three years preceding the date on which the Company is required to prepare the restatement. This is in addition to the clawback requirements of the Sarbanes-Oxley Act applicable to the CEO and CFO.

Stock Ownership Guidelines

The Company adopted Stock Ownership Guidelines and holding requirements for its non-employee directors and executive officers. The current Stock Ownership Guidelines are as follows:



Position	Minimum Stock Ownership Requirement
Non-Employee Director	Market value of 5 times annual base cash retainer
Chief Executive Officer	Market value of 5 times current base salary
Other Executive Officers	Market value of 3 times current base salary

Individuals have five years from their permanent appointment to a specified position to acquire the required holdings. An individual may not dispose of any holdings until such individual acquires the required holdings. The Compensation Committee tracks the ownership amounts of the non-employee directors and applicable executives on an annual basis. As of December 31, 2018, all of our non-employee directors and NEOs were in compliance with the Company’s Stock Ownership Guidelines, taking into account the five-year transition period noted above. The Compensation Committee has exempted Messrs. Leathers and McGoohan from the requisite ownership and holding requirements of the Stock Ownership Guidelines due to their election upon their appointment to the Board to waive compensation for their service as directors.

Timing of Equity Grants

Assurant does not coordinate the timing of equity awards with the release of material non-public information. Prior to 2018, under the Company’s Equity Grant Policy, annual equity awards granted by the Compensation Committee pursuant to the ALTEIP were granted on the second Thursday of March each year. As of 2018, annual equity awards are granted on March 16 each year.

Prohibition on Hedging and Pledging Transactions

The NEOs are subject to the Company’s Insider Trading Policy, which prohibits employees and directors from engaging in hedging or monetizing transactions with respect to Company securities they own as well as holding Company securities in a margin account or pledging Company securities as collateral for a loan.

Tax and Accounting Implications

Historically, Section 162(m) limited the federal income tax deductibility of certain compensation amounts in excess of $1 million paid to a public corporation’s chief executive officer and the three other most highly-paid executive officers (other than the chief financial officer) unless such executive compensation was awarded under a



Table of Contents	Compensation Discussion and Analysis Part IV - Governance Features of Executive Compensation

performance-based plan approved by stockholders and met certain additional requirements. Tax reform legislation signed into law in 2017 expands the number of individuals covered by Section 162(m) to include our CFO and eliminates the exception for performance-based compensation effective for our 2018 tax year. The Compensation Committee, however, has continued to emphasize performance-based compensation that attracts, retains and rewards the executives necessary to successfully execute the Company’s business strategy. While the Compensation Committee generally seeks to pay compensation that is deductible, it reserves the right to pay non-deductible compensation to the extent it deems appropriate.

The compensation that we pay to the NEOs is reflected in our consolidated financial statements as required by GAAP. The Compensation Committee considers the financial statement impact, along with other factors, in determining the amount and form of compensation provided to executives. We account for stock-based compensation under the ALTEIP and all predecessor plans in accordance with the requirements of FASB ASC Topic 718.



Table of Contents	Compensation Discussion and Analysis Part V - Benefits

V. Benefits

Assurant’s NEOs participate in the same health care, disability, life insurance, pension and 401(k) benefit plans made available generally to the Company’s U.S. employees. In addition, they are eligible for certain change of control benefits, supplemental retirement plans and executive disability benefits as described below.

Change of Control Benefits. Assurant is party to a change of control agreement (a “COC Agreement”) with each of its NEOs. The purpose of these COC Agreements is to enable our executives to focus on maximizing stockholder value in the context of a control transaction without regard to personal concerns related to job security.

The COC Agreements with our NEOs contain a “double trigger,” specifically meaning that benefits are generally payable only upon a termination of employment “without cause” by the Company or for “good reason” by the executive within two years following a change of control. Executives who have COC Agreements are also subject to non-compete and non-solicitation provisions. These agreements do not contain excise tax gross-up provisions. Additional information regarding the COC Agreements is provided under “Potential Payments Upon Termination or Change of Control —Change of Control Agreements” on page 57.

Retirement Plans. We have an Executive 401(k) Plan (the “Executive 401(k) Plan”) and a 401(k) Plan (the “401(k) Plan”). These retirement plans are intended to provide our NEOs with competitive levels of income replacement upon retirement and thus to attract and retain talented executives in key positions. The Executive 401(k) Plan is designed to replace income levels capped under the 401(k) Plan by the Code. Additional information regarding these plans is provided under “Nonqualified Deferred Compensation Plans” on page 53.

We have an Executive Pension Plan (the “Executive Pension Plan”) and a Supplemental Executive Retirement Plan (the “SERP”) and a Pension Plan (the “Pension Plan”). The Executive Pension Plan replaces income levels capped under the Pension Plan by the Code. The SERP supplements the pension benefits provided under the Pension Plan, Executive Pension Plan and Social Security so that total income replacement from these programs will equal up to 50% of an NEO’s base salary plus his annual incentive target. All three plans were frozen in March 2016 to better align our benefit offerings with the marketplace. Additional information regarding these plans is provided under “Pension Benefits” on page 48.

Deferred Compensation Plans. Each of the NEOs is eligible to participate in the Amended and Restated Assurant Deferred Compensation Plan (the “ADC Plan”). The ADC Plan enables key employees to defer a portion of eligible compensation, which is then notionally invested in a variety of mutual funds. Additional information regarding the ADC Plan is provided under “ Nonqualified Deferred Compensation Plans” on page 53.

Long-Term Disability Benefits. As part of the Company’s general benefits program, the Company provides Long-Term Disability (“LTD”) coverage for all benefits-eligible employees under a group policy. As an additional benefit, each NEO is eligible for Executive LTD coverage, which provides a maximum monthly benefit of $10,000. The combined maximum LTD (group LTD and Executive LTD) benefit is $25,000 per month. Additional information regarding Executive LTD benefits is provided in footnote 3 to the Summary Compensation Table on page 42.



Table of Contents		Executive Compensation

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the cash and other compensation earned by the NEOs for all services in all capacities during 2018, 2017 and 2016 as applicable.

Summary Compensation Table for Fiscal Years 2018, 2017 and 2016



Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards¹ ($)	Option Awards ($)	Non-Equity Incentive Plan Compen- sation ($)	Change in Pension Value and Nonqualified Deferred Compen- sation Earnings² ($)	All Other Compen-sation⁴ ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
Alan B. Colberg, President and Chief Executive Officer	2018	979,039	—	10,498,984	—	1,738,773	—	400,150	13,616,946
	2017	955,000	—	5,942,923	—	1,741,920	388,195	246,705	9,274,743
	2016	955,000	—	4,696,423	—	1,130,720	627,302	388,436	7,797,881
Richard S. Dziadzio, Executive Vice President and Chief Financial Officer (also served as Treasurer until November 2018)	2018	639,904	—	4,217,599	—	710,293	—	134,584	5,702,380
	2017	625,000	—	1,948,460	—	712,500	—	105,162	3,391,122
	2016	283,205	—	2,331,766	—	462,500	—	26,326	3,103,797
Gene E. Mergelmeyer, Executive Vice President and Chief Operating Officer	2018	691,346	—	2,708,362	—	959,243	—	250,927	4,609,878
	2017	675,000	—	2,520,344	—	936,563	1,028,023	252,259	5,412,189
	2016	657,500	—	2,556,017	—	700,313	900,332	315,291	5,129,453
Christopher J. Pagano, Executive Vice President and Chief Risk Officer (until December 31, 2018); Executive Vice President (effective January 1, 2019 through April 1, 2019) ³	2018	639,904	—	2,065,149	—	710,293	—	183,086	3,598,432
	2017	625,000	—	1,748,435	—	712,500	1,008,361	162,364	4,256,660
	2016	639,583	50,000⁵	2,030,393	—	528,525	631,888	269,341	4,149,730
Ajay Waghray, Executive Vice President and Chief Technology Officer (until December 31, 2018) ³	2018	537,500	—	2,152,944⁶	—	596,625	—	651,118	3,938,187
	2017	525,000	—	1,468,555	—	598,500	—	291,254	2,883,309
	2016	338,335	—	2,093,043	—	388,500	—	290,075	3,109,953

The amounts reported in column (e) for 2018, 2017 and 2016 represent awards of PSUs and RSUs. These amounts are consistent with the grant date fair values of each award computed in accordance with FASB ASC Topic 718 using the closing price of our Common Stock on the grant date. Please see column (k) in the Grants of Plan-Based Awards table on page 43 for the closing price on the grant date for 2018 awards.

The amounts included in column (e) for PSUs were computed based on the achievement of target level performance for each award. As described in “CD&A—Long-Term Equity Incentive Compensation—PSUs” on page 31, payouts for PSU awards can range from no payout to 200% maximum payout.

Assuming the achievement of maximum level performance for each NEO, the amounts in column (e) (representing both RSUs and PSUs) would be as follows: (i) for awards granted in 2018: $18,205,012 for Mr. Colberg; $7,554,515 for Mr. Dziadzio; $4,378,753 for Mr. Mergelmeyer; $3,409,778 for Mr. Pagano; and $2,865,827 for Mr. Waghray; (ii) for awards granted in 2017: $10,632,422 for Mr. Colberg; $3,485,944 for Mr. Dziadzio; $4,509,149 for Mr. Mergelmeyer; $3,128,081 for Mr. Pagano; and $2,627,402 for Mr. Waghray; and (iii) for awards granted in 2016: $8,258,806 for Mr. Colberg; $3,436,046 for Mr. Dziadzio; $3,812,511 for Mr. Mergelmeyer; $3,306,503 for Mr. Pagano; and $3,020,674 for Mr. Waghray.

Please see Footnote 20, Stock Based Compensation—Performance Share Units, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the SEC (the “2018 Form 10-K”) for a discussion of the assumptions used in this valuation.

The change in pension value is the aggregate change in the actuarial present value of the respective NEO’s accumulated benefit under the Company’s three defined benefit pension plans (the SERP, the Executive Pension Plan and the Assurant Pension Plan) from December 31, 2017 to December 31, 2018, from December 31, 2016 to December 31, 2017 and from December 31, 2015 to December 31, 2016. For each plan, the change in the pension value is determined as the present value of the NEO’s accumulated benefits as of December 31, 2016, December 31, 2017 or December 31, 2018 plus the amount of any benefits paid from the plan during the year less the present value of the accumulated benefits as of December 31, 2015, December 31, 2016 or December 31, 2017, as applicable. Present values of accumulated benefits as of December 31, 2015, December 31, 2016, December 31, 2017 and December 31, 2018 use the same assumptions as included in the financial statements in the Company’s Annual Reports on Form 10-K



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for the fiscal years ending December 31, 2015, December 31, 2016, December 31, 2017 and December 31, 2018, respectively, as filed with the SEC. Effective February 29, 2016, the accrual of additional benefits under the SERP, Executive Pension and Pension Plans was frozen.

The change in pension value and non-qualified deferred compensation losses for 2018 were as follows: $276,690 for Mr. Colberg; $557,455 for Mr. Mergelmeyer; and $747,012 for Mr. Pagano.


³	Mr. Pagano will retire from the Company effective April 2, 2019. Mr. Waghray left the Company on December 31, 2018.


⁴	The table below details the amounts reported in the “All Other Compensation” column, which includes premiums paid for Executive LTD, Company contributions to the Executive 401(k) Plan, Company contributions to the Assurant 401(k) Plan, dividends and dividend equivalents, and certain other amounts during 2018:



Name	Executive LTD	Company Contributions to Executive 401(k)	Company Contributions to Assurant 401(k)	Dividends and Dividend Equivalents^a	Other Amounts^b	Total
Alan B. Colberg	$6,284	$146,758	$16,500	$230,608	$—	$400,150
Richard S. Dziadzio	$5,670	$64,644	$16,500	$47,770	$—	$134,584
Gene E. Mergelmeyer	$9,493	$82,532	$16,500	$119,379	$23,023	$250,927
Christopher J. Pagano	$2,785	$64,644	$16,500	$99,157	$—	$183,086
Ajay Waghray	$6,080	$51,660	$16,500	$38,878	$538,000	$651,118

The amounts in this column reflect the dollar value of dividends and dividend equivalents paid in 2018 on unvested RSUs that were not factored into the grant date fair value required to be reported for these awards in column (e). The amounts in column (i) of the Summary Compensation Table for prior years reflect the dollar value of dividends and dividend equivalents paid on unvested awards of RSUs in those respective years that were not factored into the grant date fair value required to be reported for these awards in column (e). Dividend equivalents were paid on 2015 PSUs for shares vested in 2018; and on 2014 PSUs for shares vested in 2017. No dividends or dividend equivalents were paid on PSUs granted in 2018, 2017 or 2016.


^b	Amounts in this column reflect: (i) in the case of Mr. Mergelmeyer, a $22,623 payment made in 2018 for unused vacation time during 2017 and $400 Health Savings Account taxable income, as required by California state law; and (ii) in the case of Mr. Waghray, $538,000 in severance pay.

⁵Mr. Pagano received a $50,000 cash bonus in recognition of his leadership during the transformation in the finance department and his simultaneous leadership of the enterprise risk management function.

⁶Includes the value of all stock awards granted to Mr. Waghray in 2018, plus an additional amount realized by Mr. Waghray on account of the full acceleration of his May 10, 2016 equity award pursuant to his separation agreement dated November 8, 2018.



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Grants of Plan-Based Awards

The table below sets forth individual grants of awards made to each NEO during 2018.

Grants of Plan-Based Awards Table for Fiscal Year 2018



Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards¹			Estimated Future Payouts Under Equity Incentive Plan Awards²			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)³
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)³
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)	(k)	(l)
Alan Colberg	3/16/2018	—	—	—	—	—	—	31,057	—	—	$2,792,956
	7/18/2018	—	—	—	28,907	57,814	115,628	—	—	—	$7,706,028
	—	0	1,566,462	3,132,923	—	—	—	—	—	—	—
Richard S. Dziadzio	3/16/2018	—	—	—	—	—	—	9,793	—	—	$880,684
	7/18/2018	—	—	—	12,518	25,035	50,070	—	—	—	$3,336,915
	—	0	639,904	1,279,808	—	—	—	—	—	—	—
Gene E. Mergelmeyer	3/16/2018	—	—	—	—	—	—	11,542	—	—	$1,037,972
	7/18/2018	—	—	—	6,266	12,532	25,064	—	—	—	$1,670,390
	—	0	864,183	1,728,365	—	—	—	—	—	—	—
Christopher J. Pagano	3/16/2018	—	—	—	—	—	—	8,012	—	—	$720,519
	7/18/2018	—	—	—	5,044	10,088	20,176	—	—	—	$1,344,630
	—	0	639,904	1,279,808	—	—	—	—	—	—	—
Ajay Waghray	3/16/2018	—	—	—	—	—	—	6,730	—	—	$605,229
	7/18/2018	—	—	—	4,240	8,480	16,960	—	—	—	$1,130,299
	—	0	537,500	1,075,000	—	—	—	—	—	—	—


¹	The values in columns (c), (d), and (e) are based on multiplying a 0 (threshold), 1 (target), and 2 (maximum) multiplier times each NEO’s annual incentive target award percentage. The actual annual incentive award earned by each NEO for 2018 performance is reported in the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table.


²	As described in the “CD&A — Long-Term Equity Incentive Compensation — PSUs” on pages 31, payouts for PSU awards can range from no payment to 200% maximum payout.


³	The base price of 2018 RSU awards is equal to the closing price of our Common Stock on the grant date. The grant date fair value of each RSU award was computed in accordance with FASB ASC Topic 718 using the closing price of our Common Stock on the grant date.

The base price of 2018 PSU awards and the grant date fair value of each PSU award were computed in accordance with FASB ASC Topic 718 based on achievement of target performance. Please see Footnote 20, Stock Based Compensation-Performance Share Units, to the consolidated financial statements included in the Company’s 2018 Form 10-K for a discussion of the assumptions used in this valuation.



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Additional Information Regarding the Summary Compensation Table and Grants of Plan-Based Awards Table

Annual Incentive Awards

Annual incentive awards are paid pursuant to the ESTIP approved by the Company’s stockholders in May 2008. After the end of each year, the Compensation Committee certifies the amount of the Company’s net income and the maximum award amounts that can be paid under the ESTIP. The Compensation Committee then has discretion to pay an incentive award that is less than the applicable maximum. For 2018, the Compensation Committee exercised discretion to reduce participants’ awards by applying the performance goals described in the CD&A under “—2018 Annual Incentive Compensation” beginning on page 29. The threshold, target and maximum payout amounts disclosed in the Grants of Plan-Based Awards Table reflect the application of the performance goals.

Long-Term Equity Incentive Awards

Equity-based awards to our NEOs are currently granted under the ALTEIP. The ALTEIP was approved by the Company’s stockholders in May 2017. Prior to May 2017, all equity-based awards were granted pursuant to the Assurant, Inc. Long Term Equity Incentive Plan, which was originally approved by stockholders in 2008 with the material terms of the performance goals thereunder reapproved by the Company’s stockholders in May 2015.

Generally, RSUs vest in three equal annual installments on each of the first three anniversaries of the grant date, subject to full or partial acceleration in connection with certain qualifying events. The RSUs granted upon hiring or as special awards vest over a five-year period, with four 10% increments vesting on each of the first four anniversaries of the grant date, with the remaining 60% vesting on the fifth anniversary of the grant date, subject to each of their continued employment through the applicable vesting dates (with the exception of a termination without cause for Mr. Dziadzio). Mr. Pagano is retirement eligible and as such, his outstanding awards as of December 31, 2018 will fully vest upon his retirement effective April 2, 2019. The unvested portion of Mr. Waghray’s 10,000 share RSU award from May 2016 fully vested upon his departure from the Company on December 31, 2018. Dividend equivalents on RSUs are paid in cash during the vesting period. Participants do not have voting rights with respect to RSUs.

Generally, PSUs vest on the third anniversary of the grant date, subject to a participant’s continuous employment through the vesting date and the level of performance achieved. The PSU award for 2018 will vest over a 30-month period in March 2021, subject to a participant’s continuous employment through the vesting date and the level of performance achieved with respect to TSR and the amount of net pre-tax synergies realized in connection with The Warranty Group acquisition, subject to satisfaction of a threshold NOI EPS goal (excluding reportable catastrophes) in 2020. Dividend equivalents on PSUs are accrued and paid in cash at the end of the performance period in accordance with the level of performance achieved. Participants do not have voting rights with respect to PSUs.

For a discussion of the role of long-term equity incentive compensation in our overall NEO compensation program, as well as an explanation of the ratio of long-term equity incentive compensation to total compensation, please see “CD&A —Mix of Target Total Direct Compensation Elements” and “—Long-Term Equity Incentive Compensation” on pages 28 and 31, respectively.



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Outstanding Equity Awards at Fiscal Year End

The table below provides information concerning unexercised options and stock that has not vested for each NEO outstanding as of December 31, 2018.

Outstanding Equity Awards Table for Fiscal Year 2018



Option Awards					Stock Awards¹
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested² ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested² ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)		(h)	(i)		(j)
Alan Colberg						8,359	⁷	747,629
						4,924	³	440,403
						31,057	⁸	2,777,738

									37,614	⁶	3,364,196
									44,311	⁴	3,963,176
									28,907	⁵	2,585,442
Richard S. Dziadzio						2,741	⁷	245,155
						9,793	⁸	875,886
						1,338	¹⁰	119,671
						8,000	⁹	715,520
									12,332	⁶	1,102,974
									12,041	¹¹	1,076,947
									12,518	⁵	1,119,610
Christopher J. Pagano						8,012	⁸	716,593
									11,066	⁶	989,743
									15,873	⁴	1,419,681
									5,044	⁵	451,135
Gene E. Mergelmeyer						11,542	⁸	1,032,316
									15,952	⁶	1,426,747
									15,629	⁴	1,397,858
									6,266	⁵	560,431
Ajay Waghray						—	¹²	—
Ajay Waghray									—	¹²	—


¹	These columns represent awards under the ALTEIP. Awards are PSUs or RSUs.


²	Value was determined using the December 31, 2018 closing price of our Common Stock of $89.44.


³	This RSU award was granted on March 10, 2016 and vests in three equal annual installments on each of the first three anniversaries of the grant date.

⁴

This PSU award was granted on March 10, 2016 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for this award in columns (i) and (j) are reported at target level, as the Company’s ranked average performance for 2016 and 2017 relative to applicable index did not exceed the applicable performance targets. The Company’s ranked average performance for 2018 relative to applicable index was not determinable as of the date of filing of this proxy statement. The ultimate payout under this PSU award is based on a final determination of performance during the



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full 2017-2019 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.

⁵

This PSU award was granted on July 18, 2018 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for this award in columns (i) and (j) are reported at threshold levels, as the Company’s ranked average performance for 2018 relative to the applicable index was not determinable as of the date of filing of this proxy statement. The ultimate payout under this PSU award is based on a final determination of performance during the full 2018-2020 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.

⁶

This PSU award was granted on March 9, 2017 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for this award in columns (i) and (j) are reported at target level as the Company’s ranked average performance for 2017 relative to applicable index did not exceed the applicable performance target. Company’s ranked average performance for 2018 relative to applicable index was not determinable as of the date of filing of this this proxy statement. The ultimate payout under this PSU award is based on a final determination of performance during the full 2017-2019 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.


⁷	This RSU award was granted on March 9, 2017 and vests in three equal annual installments on each of the first three anniversaries of the grant date.


⁸	This RSU award was granted on March 16, 2018 and vests in three equal annual installments on each of the first three anniversaries of the grant date.


⁹	This RSU award was granted on July 18, 2016 and vests in four 10% installments on each of the first four anniversaries of the grant date. The remaining 60% installment vests on the fifth anniversary of the grant date.


¹⁰	This RSU award was granted on July 18, 2016 and vests in three equal annual installments on each of the first three anniversaries of the grant date.

¹¹

This PSU award was granted on July 18, 2016 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance targets. In accordance with Instruction 3 to Regulation S-K Item 402(f)(2), the values for this award in columns (i) and (j) are reported at target level, as the Company’s ranked average performance for 2016 and 2017 relative to applicable index did not exceed the applicable performance targets. Company’s ranked average performance for 2018 relative to applicable index was not determinable as of the date of filing of this this proxy statement. The ultimate payout under this PSU award is based on a final determination of performance during the full 2017-2019 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.


¹²	In connection with his departure from the Company, Mr. Waghray had no unvested and outstanding equity award as of December 31, 2018.



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Option Exercises and Stock Vested in Last Fiscal Year

The following table provides information regarding all RSUs and PSUs held by the NEOs that vested during 2018 on an aggregated basis.

Option Exercises and Stock Vested Table for Fiscal Year 2018



Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)¹	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)¹
(a)	(b)	(c)	(d)		(e)
Alan B. Colberg	—	—	2,100		209,853
			5,152		458,528
			4,923		447,058
			4,179		379,495
			23,184	³	2,128,291
Richard S. Dziadzio	—	—	1,338		145,641
			1,000		108,850
			1,370		124,410
Gene E. Mergelmeyer	—	—	1,772		160,915
			3,545	²	357,478
			8,592	³	788,746
Christopher J. Pagano	—	—	2,100		209,853
			300		25,953
			1,800	²	189,900
			2,189		194,821
			1,764		160,189
			1,764	²	186,102
			400		35,024
			3,200	²	337,600
			1,229		111,605
			2,460	²	259,530
			9,850	³	904,230
Ajay Waghray	—	—	1,131		99,030
			755	⁴	67,527
			8,000	⁴	715,520
			861	⁴	77,008
			1,869	⁴	167,163
			1,000		87,560
			1,032		93,716


¹	The value realized on exercise and/or vesting was determined using the closing price of our Common Stock on the exercise or vesting date (or prior trading day if the exercise or vesting date fell on a weekend or holiday).

This amount represents the value of outstanding RSU awards granted to Mr. Mergelmeyer in 2017 and Mr. Pagano in 2017, 2016 and 2014 that, in accordance with the terms of the applicable award agreements, became fully vested in 2018 because these executives are eligible for retirement. Payouts in respect of this award will continue in accordance with the applicable vesting schedule, subject to full payout in the event of an actual retirement from employment (in compliance with Section 409A). Accordingly, the amount of compensation actually realized upon a payout will be based on the then-fair market value of the Common Stock and may differ from the amount set forth above.


³	These amounts represent the value of PSU awards granted in 2015 that, in accordance with the terms of the applicable award agreements, became fully vested in 2018. The performance ranking for these awards fell below the target performance of the peer group which resulted in a final payout amount of 50% of target shares awarded. Accordingly, the



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amount of compensation actually realized upon a payout is based on the fair market value of the Common Stock on the date the Compensation Committee approved the performance ranking, which was April 12, 2018.


⁴	These amount represents the value of Mr. Waghray’s RSU awards which vested upon his separation from the Company on December 31, 2018. Mr. Waghray will receive delivery of the shares underlying those RSUs awards after a six-month delay in accordance with Code Section 409A.

Pension Benefits

The Company maintains three defined benefit pension plans. The Company maintains the Pension Plan, a broad-based, tax qualified, defined benefit pension plan. In addition, the Company maintains two nonqualified executive defined benefit pension plans: the SERP and the Executive Pension Plan.

The table below provides information for each defined benefit plan that provides for pension payments to the NEOs.

Pension Benefits Table for Fiscal Year 2018



Name	Plan Name	Number of Years of Credited Service¹ (#)	Present Value of Accumulated Benefit ($)	Payments During Last Fiscal Year ($)
(a)	(b)	(c)	(d)	(e)
Alan B. Colberg	Pension Plan	4	30,900
	Executive Pension Plan	4	127,862
	SERP	4.9167	2,585,111
Richard S. Dziadzio	Pension Plan	—	—
	Executive Pension Plan	—	—
	SERP	—	—
Gene E. Mergelmeyer²	Pension Plan	18.38	613,332
	Executive Pension Plan	18.38	386,798
	SERP	18.5	7,439,000
Christopher J. Pagano²	Pension Plan	19	214,200
	Executive Pension Plan	19	864,610
	SERP	20	6,616,106
Ajay Waghray	Pension Plan	—	—
	Executive Pension Plan	—	—
	SERP	—	—


¹	None of the NEOs have more years of credited service under any of the plans than actual years of service with the Company.


²	As of December 31, 2018, Mr. Mergelmeyer and Mr. Pagano met the requirements for retirement eligibility (age 55 with 10 years of service).

The following is a description of the plans and information reported in the Pension Benefits Table.

The Pension Plan

Eligible employees hired by the Company prior to January 1, 2014 were generally able to participate in the Pension Plan after completing one year of service with the Company. Employees hired by the Company on or after January 1, 2014 were not eligible to participate in the Pension Plan. Effective March 1, 2016, the Pension Plan was frozen to better align our benefit offerings with the marketplace. No additional benefits have accrued since February 29, 2016. Each active plan participant on December 31, 2000 was given the choice to continue having his or her benefits calculated under the applicable prior plan formula or to have his or her benefits determined under the current pension formula. Benefits for employees joining (or rejoining) the plan after December 31, 2000 were determined under the current pension formula. Mr. Mergelmeyer is covered under the prior plan formula. Messrs. Colberg and Pagano are covered under the current plan formula. Messrs. Dziadzio and Waghray are not eligible to participate in the Pension Plan.



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Under the current plan formula, the lump sum value of the benefit is based on the participant’s accumulated annual accrual credits multiplied by their final average earnings, but is not less than the present value of accrued benefits under the prior plan formula. Final average earnings (for both the current and prior plan formula) is defined as the highest average annual compensation for five consecutive complete calendar years of employment during the ten consecutive complete calendar years immediately prior to the plan freeze date. As set forth below, annual accrual credits are measured in percentages and increase as participants reach certain credited service milestones.



Years of Service	Credit
Years 1 through 10	3%
Years 11 through 20	6%
Years 21 through 30	9%
Years 31 and over	12%

Under the current plan formula, the present value of accumulated benefits as of December 31, 2018 is determined as the lump sum value of the benefit based on the participant’s accumulated annual accrual credits and final average earnings (limited by Section 401(a)(17) of the Code), which were frozen as of February 29, 2016, and are not less than the present value of accrued benefits under the prior plan formula as of December 31, 2000.

The prior plan formula is calculated by taking (a) 0.9% multiplied by final average earnings up to Social Security covered compensation multiplied by years of credited service (up to 35 years) plus (b) 1.3% multiplied by final average earnings in excess of Social Security covered compensation multiplied by years of credited service (up to 35 years) plus (c) 1.3% multiplied by final average earnings multiplied by years of credited service in excess of 35. Under the prior plan formula, the present value of accumulated benefits as of December 31, 2018 is determined based on the accrued plan benefit at that date and assumes the following: (1) the executives will retire from Assurant at age 65, (2) 35% of executives will receive their payments in the form of a life annuity and 65% of executives will receive their payments in the form of a 50% joint & survivor annuity, and (3) the present value of annuity benefits is based on an interest rate assumption of 4.36% and the MILES—Banking, Finance and Insurance mortality table with MMP-2018 improvements (which the Company adopted in January 2019).

The normal retirement age for the Assurant Pension Plan is 65. Benefits are actuarially reduced for any payment prior to age 65. A participant covered under the prior plan formula generally can commence his or her benefit at age 55, provided that he or she has accrued ten years of credited service, or elect to commence benefits at age 65. Participants covered under the current plan formula may immediately commence their benefit at termination of employment or they may elect to defer the commencement up to age 65. A participant becomes 100% vested in the benefits under the current plan formula after three years of vesting service. If the participant elected to participate in the prior plan formula, the benefits will become vested after five years of vesting service. All of the participating NEOs are 100% vested. If the participant is married, the normal form of payment is a 50% joint and survivor annuity. If the participant is not married, the normal form of payment is a life annuity.

The Executive Pension Plan

Eligible employees hired by the Company prior to January 1, 2014, were generally able to participate in the Executive Pension Plan after completing one year of service with the Company and when their eligible compensation exceeded the Section 401(a)(17) compensation limit. Employees hired by the Company on or after January 1, 2014 were not eligible to participate in the Executive Pension Plan. Effective March 1, 2016, the Executive Pension Plan was frozen to better align our benefit offerings with the marketplace. All benefit accruals ceased on February 29, 2016. For participants who were covered under the prior plan formula, eligible compensation was capped for 2016 at $420,000 and this cap was adjusted annually for inflation. Eligible compensation for participants covered under the current plan formula was not capped. With respect to the plan formula to determine benefits, the elections made under the Assurant Pension Plan on December 31, 2000 also applied to the Executive Pension Plan. Mr. Mergelmeyer is covered under the prior plan formula. Messrs. Colberg and Pagano are covered under the current plan. Messrs. Dziadzio and Waghray are not eligible to participate in the Executive Pension Plan.

A participant’s benefit under the Executive Pension Plan is equal to the benefit he or she would have received under the Pension Plan at normal retirement age (65), recognizing all eligible compensation (not subject to the limit in the Code) reduced by the benefit payable under the Pension Plan. The benefits under the Executive Pension Plan are payable only in a lump sum following termination of employment. Payments will be made following



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termination of employment and are subject to the restrictions under Section 409A. Credited service for determining a participant’s benefit under each of these formulas begins after an employee begins participating in the plan and was frozen as of February 29, 2016. A participant becomes 100% vested in the benefits under the Executive Pension Plan after three years of service if the participant has elected to participate in the current plan formula, and after five years of service if the participant has elected to participate in the prior plan formula. All participating NEOs are 100% vested. Messrs. Dziadzio and Waghray are not eligible to participate in the Executive Pension Plan.

The methodology for determining the present value of the accumulated benefits under the Executive Pension Plan uses the same assumptions and methodologies as the Assurant Pension Plan described above, except that benefits calculated under the prior plan formula are paid as a lump sum rather than an annuity. For current plan formula participants, the present value of accumulated benefits as of December 31, 2018 is determined as the lump sum value of the benefit based on the participant’s accumulated annual accrual credits and unlimited final average earnings, which were frozen as of February 29, 2016, offset by the Assurant Pension Plan benefits. For prior plan benefits, the present value of accumulated benefits as of December 31, 2018 is based on the benefit produced under the prior plan formula converted to a lump sum payment⁵ at the plan’s normal retirement age of 65.

The SERP

Prior to January 1, 2014, executives were nominated by the Company and approved by the Compensation Committee for participation in the SERP. Effective March 1, 2016, the SERP was frozen to better align our benefit offerings with the marketplace. All benefit accruals ceased on February 29, 2016. Under the SERP, when a participant terminates employment, he or she is entitled to a benefit equal to a “Target Benefit” that is offset by the participant’s benefit payable from the Pension Plan, the Executive Pension Plan and the participant’s estimated Social Security benefit. The Target Benefit is equal to 50% of the participant’s eligible compensation as of February 29, 2016 multiplied by a fraction, not to exceed 1.0, whose numerator is equal to the number of months of credited service, which was frozen as of February 29, 2016, and whose denominator is equal to 240. After 20 years of credited service and turning age 60, 62 or 65, as applicable, a participant will earn a full 50% benefit under the SERP payable as a life annuity. Generally, credited service is based on the participant’s years of service with the Company. If a participant was formerly employed by an acquired company, then service with that company may be recognized under the SERP at the discretion of the Compensation Committee. No additional credited service was earned after February 29, 2016. In 2006, based on a study of the market practice, the Compensation Committee approved a change to the normal retirement age from age 60 to age 62. This change is effective only for participants who joined the SERP during the period between January 1, 2007 and December 31, 2009. Because Messrs. Mergelmeyer and Pagano were approved for participation in the SERP between January 1, 2007 and December 31, 2009, the change in normal retirement age applies to them. For participants who join the SERP on or after January 1, 2010, the normal retirement age is 65. Because Mr. Colberg was approved for participation in the SERP after January 1, 2010, this change applies to him. A participant commences vesting in the SERP on the second anniversary of participation and continues to vest at the rate of 3% for each month of employment thereafter with the Company. Messrs. Dziadzio and Waghray are not eligible to participate in the SERP.

For benefits earned and vested as of December 31, 2004, a participant may commence his or her vested SERP benefit at any time following termination and the default form of payment under the SERP is a single lump sum payment that is the actuarial equivalent of the SERP benefit payable as a life annuity (but a participant may elect a different form of benefit). For benefits earned or vested after December 31, 2004, the only form of payment available under the SERP is a single lump payment that is the actuarial equivalent of the SERP benefit payable as a life annuity.

As of December 31, 2018, Messrs. Colberg, Mergelmeyer, and Pagano were 100% vested in their SERP benefits. Of the participating NEOs, none had attained normal retirement age as of December 31, 2018; therefore, if any of the participating NEOs had terminated employment on or prior to that date, their SERP benefit would have been actuarially reduced to reflect their respective ages.

The present value of the accumulated benefits as of December 31, 2018 was determined based on the December 31, 2018 accrued benefit using the base salary, target ESTIP award and credited service as of February 29, 2016. The present value of the accumulated benefits as of December 31, 2018 was determined assuming the following: (1) the executives will retire from Assurant at the plan’s normal retirement age; (2) the executives will receive their benefits in accordance with their current form of payment elections; (3) the present



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value of single lump sum benefits is determined using an interest rate of 4.21% to the retirement date and a lump sum conversion factor^5,6 at retirement.

Number of Years of Credited Service

The number of years of credited service varies between plans for the following reasons. Eligibility for the Pension Plan and Executive Pension Plan was based on a one-year waiting period from date of hire and resulted in the same amount of credited service under both plans. Eligibility under the SERP generally recognized all service with the Company; however, if a participant was formerly employed by an acquired company, then service with that company may or may not have been recognized under the SERP at the discretion of the Compensation Committee. Mr. Mergelmeyer has prior service that was not recognized. No additional credited service was earned after February 29, 2016 for the Pension Plan, Executive Pension Plan and the SERP.

⁵ The lump sum conversion basis at retirement consists of the greater of an interest rate of 4.00% and the 1994 Group Annuity Mortality Table and segmented high-quality corporate bond rates using the mortality required by Section 417(e) of the Code, as updated by the Pension Protection Act of 2006 (the “PPA”). Accordingly, the lump sum values shown are based on an interest rate of 3.43% for years 0-5, 4.46% for years 5-20 and 4.88% for years 20+. The present value of the lump sum payment is determined using a pre-retirement interest rate of 4.21%.

⁶ The lump sum values shown for Messrs. Colberg, Mergelmeyer, and Pagano are based on November 2018 monthly bond segment rates of 3.43% for years 0-5, 4.46% for years 5-20 and 4.88% for years 20+. The mortality is based on the Section 417(e) mortality prescribed by the PPA.



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Nonqualified Deferred Compensation Plans

The table below sets forth, for each NEO, information with respect to each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified. The Company currently maintains the ADC Plan, which was established in 2005 and provides for the deferral of compensation on a basis that is not tax-qualified. Before the enactment of Section 409A and establishment of the ADC Plan in 2005, we sponsored the American Security Insurance Company Investment Plan (the “ASIC Plan”). After the enactment of Section 409A, the ASIC Plan was frozen and only withdrawals are permitted. The Executive 401(k) Plan is a nonqualified defined compensation plan.

Nonqualified Deferred Compensation Plans Table for Fiscal Year 2018



Name	Plan	Executive Contributions in Last FY ($)	Registrant Contributions in Last FY ^1,2 ($)	Aggregate Earnings in Last FY ¹ ($)	Aggregate Withdrawals/ Distributions ($)	Aggregate Balance at last FYE¹ ($)
(a)		(b)	(c)	(d)	(e)	(f)
Alan B. Colberg	ADC Plan	—	⁽³⁾	—	—	—
	Executive 401(k) Plan	⁽⁴⁾	146,758	(46,843)	—	866,188
	TOTAL	—	146,758	(46,843)	—	866,188
Richard S. Dziadzio	ADC Plan	—	⁽³⁾	—	—