ASSURANT INC (AIZ)
Sector: Financials
2026 Annual Meeting Analysis
ASSURANT INC · Meeting: May 21, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Rosen has served since 2009 and holds one outside public board seat (Kforce Inc.), well within the four-board limit; Assurant's 3-year price return of 93.1% outperforms the ^GSPC — S&P 500 by +32.2pp, below the 65pp trigger threshold for strong-positive TSR, so no TSR concern applies.
Basu joined in March 2023, holds no outside public board seats, and his tenure of approximately three years is sufficient to evaluate; Assurant's 3-year TSR outperforms the ^GSPC — S&P 500 by +32.2pp, well below the 65pp trigger threshold, so no TSR concern applies.
Blake joined in January 2026, which is within the 24-month new-director exemption period, so she is automatically exempt from the TSR trigger; she holds two outside public board seats (United Natural Foods and WisdomTree), within the four-board limit, and brings deep investment and governance expertise.
Carter has served since July 2020, holds no current outside public board seats, and no overboarding concern exists; Assurant's 3-year TSR outperforms the ^GSPC — S&P 500 by +32.2pp, well below the 65pp trigger threshold, so no TSR concern applies.
Demmings is the CEO-director and holds no outside public board seats, satisfying the two-board limit for sitting CEOs; Assurant's 3-year TSR outperforms the ^GSPC — S&P 500 by +32.2pp, well below the 65pp trigger threshold, so no TSR concern fires for him as an executive director.
Edelman has served since August 2017, holds one outside public board seat (Brinker International), well within limits, and attended all 2025 meetings; the 3-year TSR gap of +32.2pp versus the ^GSPC — S&P 500 does not reach the 65pp trigger threshold applicable to strong-positive absolute TSR.
Granat joined in May 2022 and holds one current outside public board seat (Venture Global LNG), within limits; Assurant's 3-year TSR outperforms the ^GSPC — S&P 500 by +32.2pp, well below the 65pp trigger threshold, so no TSR concern applies.
Redzic has served since November 2019, holds no outside public board seats, and all attendance requirements were met; the 3-year TSR gap of +32.2pp versus the ^GSPC — S&P 500 does not reach the 65pp trigger threshold for strong-positive absolute TSR.
Reilly has served since June 2011, holds no current outside public board seats, and is an audit committee financial expert; the 3-year TSR outperformance of +32.2pp versus the ^GSPC — S&P 500 is well below the 65pp trigger threshold, so no TSR concern applies.
Warren joined in January 2025, which is within the 24-month new-director exemption period, making him automatically exempt from the TSR trigger; he holds one remaining outside public board seat within limits and brings strong consumer and marketing expertise.
All ten director nominees receive a FOR vote. Assurant's 3-year price return of 93.1% outperforms the ^GSPC — S&P 500 by +32.2pp, which does not meet the 65pp underperformance threshold required to trigger a vote against directors under the strong-positive TSR tier. No director is overboarded, attendance was satisfactory for all, no independence concerns or familial conflicts were identified, and the board publishes a skills matrix demonstrating relevant expertise across the slate.
Say on Pay
✓ FORCEO
Keith W. Demmings
Total Comp
$15,221,983
Prior Support
96%%
The prior say-on-pay vote received approximately 96% support, well above the 70% threshold that would require a remediation check. The pay mix is strongly performance-oriented — approximately 90% of the CEO's target compensation is variable, with 75% of long-term equity in performance stock awards tied to three-year earnings-per-share and relative total shareholder return versus the S&P 500 Index, satisfying the policy's requirement for meaningful performance conditions. Assurant's 3-year price return of 93.1% outperforms the ^GSPC — S&P 500 by +32.2pp, demonstrating that above-benchmark incentive pay was earned in alignment with strong shareholder returns, and the total CEO compensation of approximately $15.2 million is consistent with a large-cap Financial Services company of Assurant's size and complexity.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
26 yrs
Audit Fees
$11,898,000
Non-Audit Fees
$717,000
PwC has served as Assurant's auditor since 2000, giving it a tenure of approximately 26 years, which exceeds the 25-year threshold that triggers a vote against under our policy. The non-audit fee ratio is well within acceptable limits — non-audit fees of roughly $717,000 represent only about 6% of the core audit fee of $11,898,000, posing no independence concern on that dimension. However, the proxy does not provide a specific and compelling rationale for retaining an auditor of this tenure beyond the general note that the lead engagement partner recently rotated, which is a standard requirement rather than an exceptional circumstance, and is insufficient on its own to override the tenure trigger.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Right to Act by Written Consent
The proposal comes from John Chevedden, a well-known individual shareholder activist with a long track record of submitting legitimate governance improvement proposals — our policy directs us to take such filers seriously. The ask is a straightforward governance improvement: giving shareholders the ability to act between annual meetings by gathering written signatures rather than waiting for the next scheduled meeting, which is a widely recognized shareholder right. While the company recently added a special meeting right, the 25% ownership threshold required to call one is high enough that, in practice, individual shareholders and most small groups cannot use it — written consent would provide a meaningful additional avenue for shareholders to engage with management on urgent matters. The board's concern that written consent could be used without notice to all shareholders is a fair point, but it is a structural design question (minimum ownership thresholds can be added), not a reason to deny the right entirely.
Overall Assessment
The 2026 Assurant ballot presents ten director nominees, all of whom receive a FOR vote because the company's strong 3-year total shareholder return of 93.1% — outperforming the ^GSPC — S&P 500 by +32.2pp — does not meet the 65pp underperformance threshold required to trigger votes against directors. The say-on-pay vote also receives a FOR based on a performance-oriented pay structure and strong prior shareholder support of 96%, while the auditor ratification receives an AGAINST solely due to PwC's 26-year tenure exceeding the policy's 25-year threshold, and John Chevedden's written consent proposal receives a FOR as a credible governance improvement from a recognized individual activist filer.
Compensation Peer Group
1 companies disclosed in 2026 proxy filing