DEF 14A of Assurant, Inc., Apr 4, 2024

DEF 14A of Assurant, Inc.

Filed Apr 4, 2024 · FY20230001267238-24-000019

Open on EDGAR

  1. Table of Contents

    | | Grants of Plan-Based Awards | 67 | | | Outstanding Equity Awards at Fiscal Year End | 68 | | | Stock Vested in Fiscal Year 2023 | 70 | | | Pension Benefits | 71 | | | Nonqualified Deferred Compensation Plans | 73 | | | Narrative to The Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table | 74 | | | Potential Payments Upon Termination or Change in Control | 75 | | | Narrative to The Potential Payments Upon Termination or Change in Control | 77 | | | CEO Pay Ratio | 80 | | | Pay Versus Performance | 80 | | DIRECTOR COMPENSATION | | 85 | | | Director Compensation Table for Fiscal Year 2023 | 85 | | | Narrative to the Director Compensation Table | 86 | | EQUITY COMPENSATION PLAN INFORMATION | | 87 | | TRANSACTIONS WITH RELATED PERSONS | | 88 | | | Transactions with Related Persons | 88 | | | Review, Approval and Monitoring of Transactions with Related Persons | 88 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS | | 90 | | SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS | | 91 | | AUDIT COMMITTEE MATTERS | | 92 | | | Audit Committee Report | 92 | | | Fees of Principal Accountants | 93 | | INCORPORATION BY REFERENCE | | 95 | | ANNUAL REPORT AND FORM 10-K | | 96 | | ADDITIONAL ANNUAL MEETING INFORMATION | | 97 | | STOCKHOLDER PROPOSALS | | 100 | | APPENDIX A: Reconciliation of Non-GAAP Financial Measures | | A-1 |

  2. PROPOSAL ONE - ELECTION OF DIRECTORS

    PROPOSAL ONE - ELECTION OF DIRECTORS We have 11 directors nominated for election to serve until the 2025 Annual Meeting or until their respective successors have been elected and qualified. 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 11 nominees. The following biographies summarize the director nominees’ tenure on the Assurant Board, current Board committee service, business experience, other board positions held during at least the last five years and the particular experience and skills that led the Board to conclude that they should serve as directors. We have also included a chart that summarizes the skills and experience of each director, as well as demographic information. The experience and skills we believe are important for our Board to have include:

  3. PROPOSAL ONE - ELECTION OF DIRECTORS

    | | Corporate Governance & Sustainability. Experience with corporate governance, including with public company boards, or with sustainability initiatives, including diversity, equity and inclusion, supports our goals of strong Board and management accountability, transparency, and long-term stockholder value through a sustainable model. | | | Finance, Capital and Investments. Knowledge and experience in finance, accounting and financial reporting, as well as financial markets, capital management and investments, helps our directors oversee our financial position, financial reporting and internal controls, as well as financing activities, capital structure and investment strategy. | | | Industry Experience. Directors with relevant industry experience, including insurance, business services and the industries supporting the connected world, such as mobile, auto, and supply chain, offer a valuable perspective when reviewing our strategy and businesses. | | | Global. A global perspective, whether through a director’s background or experience in global business and operations, including exposure to cultures, consumer preferences and economic, political and regulatory conditions globally, helps directors oversee the Company’s global strategy and businesses. | | | Risk Management. Experience with risk management and compliance develops a director’s ability to appreciate, anticipate and effectively oversee risks, which is critical to the Board’s role in overseeing the risks facing the Company. | | | Leadership. Serving in an executive leadership position equips directors with deep understanding of organizational behavior, talent management, culture and other aspects of complex organizations, including strategic planning and operations, which are critical to support our strategy and businesses. | | | Consumer Focus. Directors with consumer expertise, including experience developing, leading or supporting consumer strategies, offer valuable insights as the Company leverages consumer insights to introduce new and innovative products and services to meet the evolving needs of consumers. | | | Technology. Understanding of information technology and cybersecurity matters, as well as digital expertise, is increasingly important to the Company’s digital-first strategy and focus on customer experience, and to Board oversight of cybersecurity. |

  4. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 11 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  5. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  6. PROPOSAL ONE - ELECTION OF DIRECTORS

    The following persons have been nominated to serve as directors of Assurant until the 2025 Annual Meeting:

  7. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Non-Executive Chair of the Board . Since November 2010 Director . Since February 2009 Age . 71 Board Committees . Nominating and Corporate Governance (Chair) Other Public Company Boards . Kforce Inc. (since 2003), serving as current Lead Independent Director, Corporate Governance Committee Chair and Compensation Committee Member | Elaine D. Rosen | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Extensive history of public and private company board service, including large national publicly traded companies. Oversaw diversity, equity and inclusion initiatives on behalf of a private foundation. •Finance, Capital and Investments: Extensive financial experience as an executive of a Fortune 100 company and significant experience serving as a speaker on financial topics. Oversight responsibility of the financial functions of an insurance company, including service as divisional CFO. Experience on investment committees of educational and philanthropic institutions. •Industry Experience: Over 25 years of experience in the insurance industry. •Global: Served as a director of a European company. •Risk Management: Deep understanding of and experience with risk evaluation and management in the insurance industry. •Leadership: Significant expertise leading a Fortune 100 insurance company and public and private company boards. Seasoned expert and frequent speaker on leadership. | PROFESSIONAL EXPERIENCE . •Executive Vice President, UNUM/Provident Corporation (1999-2001) •President, UNUM Life Insurance Company of America (1997-1999) •Various positions at UNUM (1975-1997) OTHER EXPERIENCE •Board Chair, Preble Street •Founding Trustee, Governance Chair and Executive Committee Member, Foundation for Maine’s Community Colleges •Investment Committee Member, University of New England •Board Chair, The Kresge Foundation (2004-2022) |

  8. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 12 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  9. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  10. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since November 2019 Age . 69 Board Committees . Nominating and Corporate Governance, Finance and Risk Other Public Company Boards . Yum! Brands, Inc. (since 2016), serving as current Audit Committee Chair; Synchrony Financial (since 2015), serving on Audit, Nominating and Corporate Governance, and Technology Committees; and International Game Technology PLC (2010-2020) | Paget L. Alves | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Over fifteen years of public and private company board service, including serving as chairman of the board. Oversight of corporate social responsibility and ESG initiatives including public policy and government relations activities through service on audit and nominating and corporate governance committees of publicly traded companies. •Finance, Capital and Investments: Served as an executive with financial oversight for the wireless business of a large telecommunications company. Significant experience as chair of audit and finance committees at publicly traded companies. Executive education in finance and accounting. •Industry Experience: Deep understanding of mobile phone business, including sales, marketing, and operations. •Global: Extensive experience serving as director of large, international publicly traded companies. •Risk Management: Deep understanding of and experience with risk evaluation and management as an executive and public company director. Juris Doctorate from Cornell Law. •Leadership: Over thirteen years of executive experience at a large telecommunications company. •Consumer Focus: Significant experience in consumer focus industries as an executive and a director of public companies. •Technology: Deep understanding of telecommunications and mobile phone business. Extensive board service on technology committees. | PROFESSIONAL EXPERIENCE . •Chief Sales Officer, Sprint Corporation (2012-2013) •President, Business Markets Group, Sprint Corporation (2009-2012) •Various senior executive positions, Sprint Corporation (2003-2009) •President and Chief Operating Officer, Centennial Communications Corp. (2002-2003) •President and Chief Executive Officer, PointOne Telecommunications Inc. (2000-2001) OTHER EXPERIENCE •Board Chairman, Sorenson Communications •Director, Ariel Alternatives, serving on Audit and Technology Committees •Director, Ariel Investments, LLC (2015-2021) |

  11. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 13 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  12. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  13. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since March 2023 Age . 65 Board Committees . Audit Other Public Company Boards . None | Rajiv Basu | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Demonstrated leader in governance, including leading diversity, equity, and inclusion initiatives for Deloitte. Founding member of Ascend, a Pan-Asian leadership organization, serving as an officer and on its board for 10 years. •Finance, Capital and Investments: Over 39 years of experience in accounting, financial reporting and M&A transactions. Fellow member of the Institute of Chartered Accountants in England & Wales and a New York certified public accountant. •Industry Experience: Over 39 years of experience in the financial services industry, with specialization in insurance. Deep understanding of financial services and insurance. •Global: Extensive global experience, including living and working in London, Mumbai, New York, and Singapore. •Risk Management: Seasoned expert in quality assurance, emphasizing the consistent application of high standards for risk reduction. •Leadership: Served in a number of global audit and advisory leadership roles with increasing responsibility. | PROFESSIONAL EXPERIENCE . •Deloitte & Touche LLP (1987-2021) ◦Chief Audit Quality Leader, Southeast Asia (2020-2021) ◦Audit & Advisory Partner (2005-2020) ◦M&A Transaction Support Leader, Financial Services (2004-2005) |

  14. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 14 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  15. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  16. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since July 2020 Age . 65 Board Committees . Audit, Finance and Risk Other Public Company Boards . DigitalBridge Group, Inc. (f/k/a Colony Capital, Inc.) (2021-2023) | Braxton J. Carter | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Extensive history of serving as director on public and private company boards, including as a member of audit, compensation and finance committees and chairing audit committees. •Finance, Capital and Investments: 20 years of experience serving as chief financial officer of large wireless companies. Certified public accountant with 10 years of experience in public accounting. Experience managing investments in the technology, media, and telecom space. •Industry Experience: Deep understanding of, and extensive experience in, the wireless industry. •Global: Extensive experience advising the businesses of a global digital infrastructure investment firm and European investment management firm. •Risk Management: Expertise in risk evaluation and management as chief financial officer and director of publicly-traded companies. •Leadership: Extensive executive leadership experience, including chief financial officer and chief operating officer. •Consumer Focus: Senior management experience in the wireless and retail industries. Extensive experience overseeing marketing and customer service logistics. •Technology: Extensive experience overseeing IT operations. Served on the T-Mobile U.S. Information Technology Steering Committee. | PROFESSIONAL EXPERIENCE . •Executive Vice President and Chief Financial Officer, T-Mobile US, Inc. (2013-2020) •Vice Chairman (2011-2013) and Chief Financial Officer of MetroPCS Communications, Inc. (2005 to 2013) •Vice President, Corporate Operations, MetroPCS Communications, Inc. (2001-2005) OTHER EXPERIENCE •Senior Adviser, Deutsche Telekom Capital Partners •Board of Advisors Member, Tap Advisors •Board of Advisors Member, Fuse •Director, Symend, Inc. •Director, Zayo Group, LLC (2020-2021) |

  17. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 15 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  18. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  19. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since January 2022 Age . 51 Board Committees . None Other Public Company Boards . None | Keith W. Demmings | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Experienced chief executive officer with overall responsibility for the Company’s corporate governance program and sustainability strategy with a focus on talent, products and climate. •Finance, Capital and Investments: 20 years of experience managing business performance, including providing oversight for all areas impacting the financial performance, capital and investments. •Industry Experience: Deeply knowledgeable about and experienced with the Company’s products, clients and industries with over 26 years of experience with the Company. •Global: Extensive experience overseeing and leading the Company’s international business. •Risk Management: Significant experience managing the key risks impacting the Company’s financial and operational performance. •Leadership: Seasoned leader with over 20 years of experience building and leading teams, including as chief executive officer, leading over 13,000 employees, while setting the culture and tone from the top. •Consumer Focus: Over 26 years of winning and supporting clients with an intense focus on customers, including driving innovation, delivering digital experiences and developing new platforms and technologies. •Technology: Ultimate oversight for the Company’s technology solutions. Decades of experience partnering with technology teams to deliver solutions that create value for clients. | PROFESSIONAL EXPERIENCE . •Assurant, Inc. (1997-Present) ◦President (since 2021) and Chief Executive Officer (since 2022) ◦Executive Vice President and President, Global Lifestyle (2016-2021) ◦Executive Vice President and President, Global Markets (2015-2016) ◦Executive Vice President and President, International (2013-2015) ◦Various positions (1997-2013) |

  20. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 16 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  21. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  22. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since August 2017 Age . 68 Board Committees . Information Technology (Chair), Audit, Compensation and Talent Other Public Company Boards . Brinker International, Inc. (since 2008), serving as Compensation Committee Chair and Audit Committee Member; Bed Bath & Beyond Inc. (2019-2023); UCB, Inc. (2012-2017); Ariba, Inc. (2008-2012); and The Hershey Company (2003-2007) | Harriet Edelman | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Over 20 years of experience serving on public company boards, including over 10 years of board and committee chair leadership roles. Oversight responsibility of ESG and diversity, equity and inclusion initiatives for multiple public companies. •Finance, Capital and Investments: Overall responsibility for the finance, treasury and loan administration functions of a large U.S. community bank. Extensive experience serving on public company audit committees, including as audit committee chair. Served on the finance executive committee of a Fortune 500 company. •Industry Experience: Deep understanding of financial services and consumer business operations. •Global: Over 15 years of global business and operational experience, including SVP, Global Supply Chain and SVP, Chief Information Officer for a Fortune 500 company. Served on the board of directors of a European-based global biopharmaceutical firm for five years. •Risk Management: Extensive public company board service, including oversight of enterprise risk management, regulatory and compliance. Operational responsibility for technology and finance risk management and regulatory compliance for a large U.S. community bank. •Leadership: Significant experience serving in executive leadership positions, including leading large manufacturing and distribution functions, sales, marketing and technology. •Consumer Focus: Deeply knowledgeable of consumer facing business functions, including marketing, sales, product development and customer service. •Technology: Extensive experience leading the technology functions of a global company and U.S. bank. Expertise in various aspects of technology, including infrastructure, operations, business solutions, vendor management and digital transformation. Credentialed in cybersecurity and artificial intelligence governance and oversight. | PROFESSIONAL EXPERIENCE . •Vice Chairman, Emigrant Bank (since 2010) •Special Advisor to the Chair, Emigrant Bank (2008-2010) •Various executive positions, including Chief Information Officer, Senior Vice President, Global Supply Chain and Business Transformation and Executive Committee Member, Avon Products, Inc. (1979-2008) |

  23. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 17 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  24. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  25. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since May 2022 Age . 53 Board Committees . Finance and Risk, Information Technology Other Public Company Boards . None | Sari Granat | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Extensive corporate governance experience with a formerly NYSE-listed, publicly traded company, including leading the company through its initial public offering and two transformational public company mergers. Responsible for preparation and facilitation of materials for board committee meetings as Chief Administrative Officer and General Counsel. Diversity, equity and inclusion initiative leader, including leading and launching employee resource groups. •Finance, Capital and Investments: Significant experience preparing, reviewing and managing budgets, financial planning and financial reporting, including M&A activity. Executive experience managing the finance and operations function of an organization. •Global: Significant experience serving as an executive of public and private global companies, including managing global teams and overseeing international entities and operations, legal, contractual, tax, employee relations, governance and cross border transactions. •Risk Management: Expertise in oversight of global risk and compliance functions, including developing enterprise programs, and appetite and reporting for full risk taxonomy. •Leadership: Extensive experience in progressively responsible leadership roles, including Vice President, Senior Vice President and Executive Vice President of public and private global companies, including oversight responsibility for finance and people teams as well as executive compensation disclosure. •Technology: Extensive experience in technology and financial technology industries. Deeply knowledgeable about technology and data, including strategy, privacy and intellectual property, through legal and executive roles at data and technology companies. Experience overseeing the enterprise technology strategy of a large content and services company. | PROFESSIONAL EXPERIENCE . •President & Chief Operating Officer, Chainalysis (2022-Present) •EVP, Chief Administrative Officer and General Counsel, IHS Markit (2015-2022) OTHER EXPERIENCE •Director, Venture Global LNG •Director, Comply (f/k/a ComplySci) (2021-2022) •Director, Opening Act, served on Finance, Audit and Fundraising Committees (2016-2024) |

  26. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 18 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  27. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  28. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since July 2009 Age . 70 Board Committees . Compensation and Talent (Chair), Nominating and Corporate Governance Other Public Company Boards . Bloomin’ Brands, Inc. (since 2020), serving as Member of Audit and Nominating and Governance Committees; John Bean Technologies Corporation (since 2020), serving as Member of Nominating and Governance and Compensation Committees; Snyder’s-Lance, Inc. (2015-2018) | Lawrence V. Jackson | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Over 25 years of service as director of public and private global companies. Significant experience serving as chair of publicly traded compensation committees, including oversight of diversity, equity and inclusion programs and other talent and sustainability initiatives. •Finance, Capital and Investments: Over 15 years of senior advisor experience in private equity. Executive oversight responsibility for the finance function of a global corporation. •Industry Experience: Significant experience with logistics and operations through various executive leadership roles of multinational retail corporations. •Global: Deeply knowledgeable about the operations of global companies. •Leadership: Seasoned executive with over 25 years of leadership experience, including as Chief People Officer of a multinational retail corporation. Significant experience in executive talent management, succession planning and talent performance and development. •Consumer Focus: Over 45 years of experience in manufacturing, consumer packaged goods and retail. | PROFESSIONAL EXPERIENCE . •Senior Advisor, New Mountain Capital, LLC (2008-Present) •President and Chief Executive Officer, Global Procurement, Walmart Inc. (2006-2007) •Executive Vice President and Chief People Officer, Walmart Inc. (2004-2006) •President and Chief Operating Officer, Dollar General Corporation, Safeway, Inc. (2003-2004) •Senior Vice President, Supply Operations, Safeway, Inc. (1997-2003) •Various executive roles, PepsiCo, Inc. (1981-1997) OTHER EXPERIENCE •Director, New Mountain Capital private portfolio companies •Board Chair, SourceMark LLC |

  29. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 19 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  30. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  31. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since August 2017 . . Age . 72 . . Board Committees . Finance and Risk (Chair), Nominating and Corporate Governance . . Other Public Company Boards . Korn Ferry International (since 2008), serving as Audit Committee Chair and Nominating and Corporate Governance Committee Member; Bernstein Funds (a mutual fund complex that includes the Sanford C. Bernstein Fund, Inc. (since 2011), the Bernstein Fund, Inc. (since 2015) and AB Multi-Manager Alternative Fund (since 2018)), serving as member of Audit and Nominating and Corporate Governance Committees & Bernstein Funds Chair (2018-2023); Genworth Financial, Inc. (2016-2022); MBIA Inc. (2004-2008); CNO Financial Inc. (2004-2011); PartnerRe Ltd (2013-2016); Trustee, Bank of America Funds (2011-2016) | Debra J. Perry | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Extensive experience serving on public company boards, including committee leadership roles. Oversight responsibility of ESG and sustainability initiatives for multiple public companies. •Finance, Capital and Investments: Deep acumen through executive leadership positions and directorships with preeminent credit ratings company and other financial institutions, including oversight responsibility of fixed income securities portfolios and other investment assets. •Industry Experience: Deeply knowledgeable about the financial services industry, including as a director of a global reinsurer. •Global: Significant experience in corporate lending and capital markets roles in Europe. Expertise in overseeing ratings for global financial institutions, including insurance companies. •Risk Management: Extensive public company board service with oversight of enterprise risk management, regulatory and compliance. •Leadership: Seasoned executive with over 20 years of experience in the financial services industry. | PROFESSIONAL EXPERIENCE . •Senior Managing Director, Global Ratings and Research, Moody’s Investors Service, a unit of Moody’s Corporation (2001-2004) •Chief Administrative Officer and Chief Credit Officer, Moody's Corporation (1999-2001) •Group Managing Director, Finance, Securities and Insurance Rating Groups of Moody’s Corporation (1996-1999) •Fixed Income Research, First Boston Corporation (1986-1990) •Various corporate lending and capital markets roles, Chemical Bank in the US and Europe (1981-1986) |

  32. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 20 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  33. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  34. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since November 2019 Age . 53 Board Committees . Finance and Risk, Information Technology Other Public Company Boards . None | Ognjen (Ogi) Redzic | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Significant experience serving on internal boards and advisory groups, including Caterpillar’s Gen AI governance board, Digital 50, Microsoft’s Technology Advisory Board and Salesforce AI Advisory Board. •Industry Experience: Deeply knowledgeable about connected vehicles in the automotive industry through executive leadership roles with a leading equipment manufacturing company and automotive manufacturer. •Global: Highly-skilled in managing a global team of high tech engineers, and product, operational and support teams on three different continents. •Leadership: Significant executive leadership experience with a large, global publicly traded company with continued increasing scope and responsibilities. •Consumer Focus: Responsible for all digital customer and dealer facing products. Assumed responsibility for overseeing the marketing and brand of a large, global publicly traded equipment manufacturing company. •Technology: Overall responsibility for Cat Digital, including managing key components of connectivity, the enterprise data platform, analytics and AI, equipment management, eCommerce, digital marketing, rental & used digital solutions, and aftermarket leads and insights. Expertise in AI governance and utilization, including the launch and governance of AI-backed products. | PROFESSIONAL EXPERIENCE . •Chief Digital Officer and Senior Vice President, Caterpillar Inc. (2018-Present) •Senior Vice President, Connected Vehicles and Mobility Services, Renault-Nissan Alliance (2016-2018) •Various automotive executive roles, Nokia HERE (2012-2016) •Director, Product Management & Vice President, Business Development and Sales, APAC, NAVTEQ (2006-2012) •Vice President, Product Management and Business Development, PCTEL, Inc. (2002-2006) •Vice President, Technology, cyberPIXIE (2000-2002) •Product Manager, Motorola, Inc. (1996-2000) |

  35. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 21 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  36. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  37. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Director . Since June 2011 Age . 67 Board Committees . Audit (Chair), Compensation and Talent Other Public Company Boards . CMC Materials, Inc. (f/k/a Cabot Microelectronics Corporation) (2017-2022), served as Audit Committee Chair and Compensation Committee Member; comScore, Inc. (2017-2019), served as Audit Committee Chair | Paul J. Reilly | | | | KEY EXPERIENCE AND QUALIFICATIONS •Corporate Governance & Sustainability: Significant experience serving on public company boards, including committee leadership roles. Oversight responsibility of ESG and sustainability initiatives, including diversity, equity and inclusion. •Finance, Capital and Investments: 15 years of experience serving as chief financial officer of a publicly traded company, including creating the company’s capital structure strategy and M&A transactions. Certified public accountant with 12 years of experience in public accounting. Experienced Audit Committee Chair of publicly traded companies. •Industry Experience: Deeply knowledgeable about global logistics and operations, including quality control and real estate. •Global: Extensive experience overseeing the business of a publicly traded supplier of consumable materials with operations in Asia/Pacific region. •Risk Management: Expertise in risk evaluation and management as chief financial officer and director of publicly-traded companies. •Leadership: Seasoned executive with oversight responsibilities of company strategy in partnership with the CEO. | PROFESSIONAL EXPERIENCE . •Executive Vice President, Arrow Electronics, Inc. (2016-2017) •Executive Vice President, Finance and Operations and Chief Financial Officer, Arrow Electronics (2001-2016) •Various financial roles, Arrow Electronics, Inc. (1991-2001) •Certified Public Accountant, Business Assurance, KPMG Peat Marwick (1979-1991) |

  38. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 22 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  39. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  40. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Skills and Experience | | Ms. Rosen | Mr. Alves | Mr. Basu | Mr. Carter | Mr. Demmings | Ms. Edelman | Ms. Granat | Mr. Jackson | Ms. Perry | Mr. Redzic | Mr. Reilly | | Corporate Governance & Sustainability, including DE&I and other sustainable initiatives | | | | | | | | | | | | | | Finance, Capital and Investments, including accounting, financial reporting, financial markets, capital management and investments | | | | | | | | | | | | | | Industry Experience, including insurance, business services, mobile, auto and supply chain | | | | | | | | | | | | | | Global background or experience | | | | | | | | | | | | | | Risk Management, including compliance | | | | | | | | | | | | | | Leadership, including in strategy, operations and talent management | | | | | | | | | | | | | | Consumer Focus | | | | | | | | | | | | | | Technology, including digital or cybersecurity | | | | | | | | | | | | | | Demographic Background | | | | | | | | | | | | | | Age | | 71 | 69 | 65 | 65 | 51 | 68 | 53 | 70 | 72 | 53 | 67 | | Tenure (Years) | | 15 | 5 | 1 | 4 | 2 | 7 | 2 | 15 | 7 | 5 | 13 | | Gender, Racial or Ethnic Diversity | Gender | | | | | | | | | | | | | | Racial or Ethnic | | | | | | | | | | | |

  41. PROPOSAL ONE - ELECTION OF DIRECTORS

    | 23 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  42. PROPOSAL ONE - ELECTION OF DIRECTORS

    | Proposals Requiring Your Vote - Proposal One | |

  43. Board of Directors

    Board of Directors •Board and Committee Independence and Independent Board Chair. All of our directors are independent, except our CEO, and the Chair of the Board is independent. The members of each of the Board’s committees are also independent. •Annual Election of Directors, Majority Voting in Director Elections and No Supermajority Voting Provisions. Directors are elected annually. In uncontested elections, directors must be elected by a majority of votes cast. A director is required to tender his or her resignation if he or she fails to receive the required number of votes for election and the Board will then determine whether to accept or reject the resignation. No supermajority voting provisions are required for stockholders to amend the charter or by-laws. •Annual Board and Committee Self-Evaluations. The Board, in coordination with the Nominating and Corporate Governance Committee, conducts a self-evaluation of the Board as a whole and each of its committees at least annually. Each committee also conducts a self-evaluation. This process helps inform the annual director nomination process and Board refreshment. •Annual Board Evaluation of CEO. The Chair of the Board and the Chair of the Compensation and Talent Committee lead the evaluation process of the CEO’s performance with the Compensation and Talent Committee. •Limits on Public Company Board and Audit Committee Service. No independent director may serve on more than four public company boards (including the Company’s Board) and directors who are also serving as a chief executive officer, including the Company’s CEO, may not serve on more than two public company boards (including the Company’s Board). No member of the Audit Committee may simultaneously serve on the audit committee of more than three public companies (including the Company’s Audit Committee), unless the Board determines that such service would not impair the effectiveness of their service on the Company’s Audit Committee. A director must seek approval of the Nominating and Corporate Governance Committee in advance of serving on the board of another entity. •Regular Executive Sessions of Independent Directors. The independent directors hold regular executive sessions, generally at each regularly scheduled meeting of the Board and each committee, at which management, including the CEO, is not present.

  44. Board of Directors

    | 29 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  45. Board of Directors

    | Corporate Governance | |

  46. 2023 Compensation Highlights

    reportable catastrophes, per diluted share. Generally, PSUs vest on the third anniversary of the grant date. Based on actual performance results, for PSUs granted in 2020, NEOs received shares of common stock equal to 83% of their target PSUs and for PSUs granted in 2021, NEOs received shares of common stock equal to 115% of their target PSUs. ALTEIP metrics and NEO payouts are described in greater detail in “Long-Term Equity Incentive Compensation” beginning on page 56.

  47. Strong Executive Compensation Governance Practices and Policies

    | What We Do | What We Don’t Do | | ☑ Heavy emphasis on variable compensation | ☒ No “single trigger” change in control agreements | | ☑ Significant portion of annual and long-term incentives are performance based “at risk” | ☒ No tax gross ups upon change in control | | ☑ Robust stock ownership guidelines for directors and executive officers | ☒ No hedging or pledging of company stock | | ☑ Incentive recoupment (clawback) policy and provisions | ☒ No significant perquisites | | ☑ Proactive stockholder engagement | ☒ No dividends paid on unvested PSUs | | ☑ Annual risk assessments | ☒ No employment agreements with executive team |

  48. Our Executive Compensation Principles

    •When setting target total direct compensation opportunities (base salary, ESTIP and ALTEIP) for our NEOs, the Compensation and Talent Committee considered comparable positions at companies included in published surveys. The Compensation and Talent Committee also considered the scope of an NEO’s role and his or her individual performance, contributions and experience. •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 and financial 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 performance. If the Company does not achieve threshold performance with respect to its ESTIP or ALTEIP PSU metrics, there is no payout under those plans. •75% of the annual long-term equity incentive award granted to our NEOs in 2023 was delivered in the form of PSUs, with a three-year cumulative performance period, and 25% was delivered in the form of RSUs, with a three-year annual vesting schedule.

  49. Input from Independent Compensation Consultant

    Input from Independent Compensation Consultant Our Compensation and Talent Committee has the authority to engage and retain an independent compensation consultant and engaged Pearl Meyer throughout 2023. The nature and scope of the services provided by Pearl Meyer in 2023 included participating in Compensation and Talent Committee meetings, benchmarking compensation for the executive officers, providing advice and recommendations related to the compensation of executive officers, plan design and director compensation, and providing updates on trends and developments in executive compensation. The decisions made by the Compensation and Talent Committee are the responsibility of the Compensation and Talent Committee and may reflect factors other than the recommendations and information provided by its independent compensation consultant. The Compensation and Talent Committee assessed the independence of Pearl Meyer in 2023, as required under NYSE listing rules. The Compensation and Talent Committee also considered and assessed all relevant factors, including those set forth under the Exchange Act, that could give rise to a potential conflict of interest with respect to the compensation consultant. Based on this review, we are not aware of any conflict of interest raised by the work performed by Pearl Meyer that would prevent it from serving as an independent consultant to the Compensation and Talent Committee.

  50. Compensation Peer Group

    Compensation Peer Group The Compensation and Talent Committee determined that for 2023, consistent with recent years, a broad sample of general industry companies regressed to the Company’s revenue size would serve as the most appropriate comparison for evaluating the market competitiveness of pay levels. The Compensation and Talent Committee used Willis Towers Watson general industry survey data, which includes a broad representation of companies across a variety of industries, as the market reference for evaluating pay positioning when establishing 2023 pay levels. The Compensation and Talent Committee referenced target total direct compensation for each NEO with that provided to executives with similar responsibilities at companies included in the general industry survey data described above. Compensation may vary from the median range as necessary to reflect the skills, experience and performance of the individual or the scope of responsibilities for that role. The Compensation and Talent Committee received an assessment from its independent compensation consultant relating to target total direct compensation, which concluded that our NEOs were generally appropriately positioned within a competitive range relative to similarly situated executives based on the scope of an NEO’s role and his or her skills, experience and individual performance. The Compensation and Talent Committee will continue to periodically evaluate the survey data used to evaluate pay levels and whether a custom peer group can be developed to provide meaningful comparison for evaluating compensation levels.

  51. Compensation Peer Group

    | 51 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  52. Compensation Peer Group

    | Compensation Discussion and Analysis | |

  53. Annual Incentive Compensation

    Annual Incentive Compensation The ESTIP provides our NEOs the opportunity to earn a performance-based annual cash incentive award. Actual incentive payouts can range from 0% to 200% of target award amounts depending on performance achievements. Target annual incentive opportunities are expressed as a percentage of base salary. Target award opportunities for 2023 were as follows:

  54. Annual Incentive Compensation

    | Name | 2023 Base Salary ($) | Target Annual Incentive (as a % of Salary) | Target Annual Incentive ($) | | Keith W. Demmings | 1,000,000 | 150% | 1,500,000 | | Keith R. Meier1 | 638,521 | 103% | 654,965 | | Francesca L. Luthi2 | 537,877 | 100% | 537,877 | | Robert A. Lonergan | 500,000 | 100% | 500,000 | | Michael P. Campbell | 520,000 | 90% | 468,000 | | Richard S. Dziadzio | 680,000 | 100% | 680,000 |

  55. Annual Incentive Compensation

    1 Upon Mr. Meier’s promotion to Executive Vice President, Chief Financial Officer, the Compensation and Talent Committee approved an annual incentive target of 120%, effective as of November 15, 2023. Prior to this promotion, Mr. Meier’s target award opportunity was 100% of his then-current base salary. His target annual incentive was calculated using base salaries and bonus target percentages for the year, on a prorated basis, based on the effective date of the promotion. 2 Ms. Luthi's target annual incentive was calculated using a time weighted average of her base salary rates in 2023 before and after her promotion effective November 15, 2023, multiplied by her target annual ESTIP opportunity of 100%. Each year, the Compensation and Talent Committee seeks to select and weight metrics to align with the Company’s strategic and financial objectives. For 2023, the Compensation and Talent Committee continued to prioritize financial performance metrics focused on profitability and revenue growth (net earned premiums, fees and other income), set at the enterprise level, and introduced a new individual performance component to differentiate award payouts and recognize contributions to strategic, financial and leadership goals. The mix of metrics for 2023 was as follows:

  56. Annual Incentive Compensation

    | ESTIP Metrics | Weight | | Adjusted EBITDA, excluding reportable catastrophes | 50% | | Net earned premiums, fees and other income | 30% | | Individual performance component | 20% |

  57. Annual Incentive Compensation

    | 53 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  58. Annual Incentive Compensation

    | Compensation Discussion and Analysis | |

  59. 2023 Financial Performance Levels and Results1,2

    2023 Financial Performance Levels and Results1,2 The following table shows the financial performance necessary to achieve threshold (50% payout), target (100% payout), and maximum (200% payout) annual incentive award amounts, along with actual results for 2023.

  60. Quantitative and Qualitative Factors - lndividual Performance Component

    | NEO | 2023 Target Annual Incentive 1 | Actual Performance | | | | 2023 Annual Incentive Payment | | | | Enterprise Financial Performance (80% of Total) | | Individual Performance Component (20% of Total) | | | | | | % | $ | % | $ | | | Keith W. Demmings | $1,500,000 | 1.66 | 1,992,000 | 1.30 | 390,000 | $2,382,000 | | Keith R. Meier | $654,965 | 1.66 | 869,793 | 1.50 | 196,489 | $1,066,282 | | Francesca L. Luthi | $537,877 | 1.66 | 714,300 | 1.50 | 161,363 | $875,663 | | Robert A. Lonergan | $500,000 | 1.66 | 664,000 | 1.30 | 130,000 | $794,000 | | Michael P. Campbell | $468,000 | 1.66 | 621,504 | 1.70 | 159,120 | $780,624 | | Richard S. Dziadzio | $680,000 | 1.66 | 903,040 | 1.00 | 136,000 | $1,039,040 |

  61. Quantitative and Qualitative Factors - lndividual Performance Component

    1The target annual incentive is calculated by multiplying an NEO’s base salary rate by his or her target annual ESTIP opportunity. Mr. Meier’s target annual incentive reflects his increased base salary rate and increased target annual ESTIP opportunity in connection with his promotion on November 15, 2023. Ms. Luthi’s target annual incentive reflects her increased base salary rate in connection with her promotion on November 15, 2023.

  62. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation The 2023 ALTEIP grants awarded to the Company’s NEOs are comprised of a mix of 75% PSUs and 25% RSUs. Increases to our NEOs’ long-term incentive opportunities in 2023 were based on factors including to acknowledge strong performance in role, motivate and sustain momentum, and to align with market. The target PSUs and RSUs awarded for fiscal 2023 for each of the NEOs were as follows:

  63. Long-Term Equity Incentive Compensation

    | Name | 2023 Target Annual Long Term Incentive (as a % of Salary) | 2023 PSUs (75%) | | 2023 RSUs (25%) | | Total Grant Date Dollar ($) Value | | | | Number (#) of Units | Grant Date Dollar ($) Value1 | Number (#) of Units | Grant Date Dollar ($) Value1 | | | Keith W. Demmings | 650% | 43,931 | 4,875,023 | 14,644 | 1,625,045 | 6,500,068 | | Keith R. Meier | 280% | 11,828 | 1,312,553 | 3,943 | 437,555 | 1,750,108 | | Francesca L. Luthi | 250% | 8,871 | 984,415 | 2,957 | 328,138 | 1,312,553 | | Robert A. Lonergan | 210% | 7,097 | 787,554 | 2,366 | 262,555 | 1,050,109 | | Michael P. Campbell | 200% | 7,029 | 780,008 | 2,343 | 260,003 | 1,040,011 | | Richard S. Dziadzio | 300% | 13,788 | 1,530,054 | 4,596 | 510,018 | 2,040,072 |

  64. Long-Term Equity Incentive Compensation

    1 The actual number of PSUs and RSUs granted was calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the equity award grant date. The closing price of the Company’s stock on March 16, 2023 was $110.97.

  65. Long-Term Equity Incentive Compensation

    | 56 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  66. Long-Term Equity Incentive Compensation

    | Compensation Discussion and Analysis | |

  67. Long-Term Equity Incentive Compensation

    In connection with his appointment as Chief Financial Officer, Mr. Meier received a one-time equity award on March 16, 2024 with a grant date value of approximately $1,000,000, with 25% of such amount in the form of RSUs and 75% in the form of PSUs. In connection with her appointment as Executive Vice President, Chief Operating Officer, Ms. Luthi received a one-time equity award on March 16, 2024 with a grant date value of approximately $750,000, with 25% of such amount in the form of RSUs and 75% of such amount in the form of PSUs.

  68. PSUs

    PSUs PSUs support sustainable long-term stockholder return and closely align the interests of management and stockholders. The maximum payout opportunity for PSUs is capped at 200% of an NEO’s target opportunity. Unless a PSU recipient is retirement eligible, the recipient must be continuously employed by the Company or any of its subsidiaries through the performance determination date following the end of the applicable performance period to achieve payout. For annual awards granted in 2020, 2021 and 2022, performance is measured with respect to two equally weighted metrics measured over a three-year performance period: absolute net operating income per diluted share (“NOI EPS”), excluding reportable catastrophes, and TSR relative to the S&P 500 Index. Consistent with historical practice, the Company applies a framework for both the ESTIP and ALTEIP to determine whether extraordinary adjustments are warranted with regard to incentive plan performance. The intent is to exclude any items potentially impacting incentive outcomes which are not incurred as a result of actions taken by the existing management team, sufficiently outside the control and influence of management, or the result of one-time structural costs unrelated to performance. Compensation and Talent Committee approval is required for all exclusions. For annual awards granted in 2020 and 2021, the NOI EPS, excluding reportable catastrophes, goal was adjusted to exclude the expected contributions to the performance goal associated with the sale of the Company’s Global Preneed business. The Compensation and Talent Committee applied the framework to make these adjustments in order to neutralize the effect (positive or negative) of the Global Preneed sale on performance. For 2023, to align the incentives with the evolution of the Company’s performance metrics, the Compensation and Talent Committee approved updated ALTEIP metrics comprised of 50% Adjusted earnings, excluding reportable catastrophes, per diluted share and with no change to the 50% TSR metric relative to the S&P 500 Index.

  69. PSUs

    | 57 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  70. PSUs

    | Compensation Discussion and Analysis | |

  71. Performance-Based Long-Term Equity Plan Design Attributes

    Performance-Based Long-Term Equity Plan Design Attributes

  72. Performance-Based Long-Term Equity Plan Design Attributes

    | Metrics and Weighting | For 2019 - 2022 awards: Relative TSR1 - 50% NOI EPS, excluding reportable catastrophes2 - 50% . For 2023 awards: Relative TSR1 - 50% Adjusted earnings, excluding reportable catastrophes, per diluted share2 - 50% | Rationale: The Compensation and Talent Committee believes that these metrics align with the Company’s strategic and financial objectives. | | Performance Measured Against an Industry Index | TSR measured against S&P 500 Index | Rationale: The Compensation and Talent Committee believes the S&P 500 Index: • 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 reflective of the Company’s continued expansion beyond traditional lines of insurance. | | Payout Considerations | For the relative metric (TSR): Payout above target if above-median performance is achieved 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(s): Threshold for payout set at pre-determined performance level Payouts capped at 200% of target Results are interpolated between points | Rationale: . The Compensation and Talent Committee believes the payout opportunity: • supports the Company’s pay for performance philosophy; and • ensures focus on driving stockholder returns over the long term. |

  73. Performance-Based Long-Term Equity Plan Design Attributes

    1Percentage change on Company stock price plus dividend yield percentage. 3Cumulative three-year Adjusted earnings, excluding reportable catastrophes, per diluted share.

  74. Performance-Based Long-Term Equity Plan Design Attributes

    | 58 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  75. Performance-Based Long-Term Equity Plan Design Attributes

    | Compensation Discussion and Analysis | |

  76. 2020-2022 and 2021-2023 Performance Periods

    2020-2022 and 2021-2023 Performance Periods In March 2023, the Compensation and Talent Committee approved equity payments for PSUs granted in 2020 based on the financial metrics described on the previous page. The Company’s cumulative percentile ranking relative to companies in the S&P 500 Index with regard to TSR over the 2020-2022 performance period was in the 30th percentile, which represents a payout at 59% of target. The Company achieved 2020-2022 cumulative NOI EPS, excluding reportable catastrophes,1 of $34.82, which represents a payout at 107% of target. As a result, each NEO received shares of common stock equal to 83% of their target number of PSUs granted in 2020, which represents the average payouts for TSR and NOI EPS. In March 2024, the Compensation and Talent Committee approved equity payments for PSUs granted in 2021 based on the financial metrics described on the previous page. The Company’s cumulative percentile ranking relative to companies in the S&P 500 Index with regard to TSR over the 2021-2023 performance period was in the 56th percentile, which represents a payout at 113% of target. The Company achieved 2021-2023 cumulative NOI EPS, excluding reportable catastrophes,1 of $40.00, which represents a payout at 118% of target. As a result, each NEO received shares of common stock equal to 115% of their target number of PSUs granted in 2021, which represents the average payouts for TSR and NOI EPS. The performance levels for the 2020-2022 and 2021-2023 performance cycles are reflected in the charts below. 1 Represents a non-GAAP measure. A reconciliation of this non-GAAP measure to its most comparable GAAP measure can be found in Appendix A hereto.

  77. Performance-Based Long-Term Equity Plan Design — TSR Metric

    Performance-Based Long-Term Equity Plan Design — TSR Metric

  78. Performance-Based Long-Term Equity Plan Design — TSR Metric

    | 2020-2022 and 2021-2023 Performance Periods | | | | Performance Level | Ranking v. S&P 500 Index | Payout | | Maximum | 90th Percentile | 200% | | Stretch | 75th Percentile | 150% | | Target | 50th Percentile | 100% | | Threshold | 25th Percentile | 50% | | Below Threshold | Below 25th Percentile | 0% |

  79. Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

    Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

  80. Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

    | NOI EPS 2020-2022 Performance Period1 | | | | Performance Level | Cumulative NOI EPS2 | Payout | | Maximum | $38.67 | 200% | | Stretch | $36.99 | 125% | | Above Target | $35.31 | 110% | | Target | $33.63 | 100% | | Near Target | $31.95 | 90% | | Below Target | $30.27 | 75% | | Threshold | $28.59 | 50% |

  81. Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

    | 59 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  82. Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

    | Compensation Discussion and Analysis | |

  83. Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

    | Below Threshold | $28.58 or less | 0% |

  84. Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

    1Includes Global Preneed adjustment to the goal. For more information, please see “PSUs” on page 57. 2Cumulative three-year NOI EPS, excluding reportable catastrophes.

  85. Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

    Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

  86. Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

    | NOI EPS 2021-2023 Performance Period1 | | | | Performance Level | Cumulative NOI EPS2 | Payout | | Maximum | $42.78 | 200% | | Stretch | $40.92 | 125% | | Above Target | $39.06 | 110% | | Target | $37.20 | 100% | | Near Target | $35.34 | 90% | | Below Target | $33.48 | 75% | | Threshold | $31.62 | 50% | | Below Threshold | $31.61 or less | 0% |

  87. Performance-Based Long-Term Equity Plan Design — NOI EPS Metric

    1Includes Global Preneed adjustment to the goal. For more information, please see “PSUs” on page 57. 2Cumulative three-year NOI EPS, excluding reportable catastrophes.

  88. RSUs

    RSUs RSUs typically vest in equal annual installments over a three-year vesting period and are granted in March of each year. For additional information on PSUs and RSUs granted to our NEOs in 2023, please see columns (h) and (j), respectively, of the “Grants of Plan-Based Awards” table on page 67.

  89. RSUs

    | 60 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  90. RSUs

    | Compensation Discussion and Analysis | |

  91. Executive Compensation Clawback Policy and Recoupment Provisions

    Executive Compensation Clawback Policy and Recoupment Provisions We adopted a compensation clawback policy effective October 2, 2023 in compliance with the requirements of the SEC’s final clawback rule. In the event that the Company is required to prepare an accounting restatement, the policy subjects our current and former executive officers to the clawback of incentive compensation that would not have been granted, earned or vested under the restated financial statements. In addition, our robust recoupment provisions go beyond currently applicable legal requirements. We may additionally require repayment of gains realized under equity awards and cancel equity awards in specified instances of executive misconduct, including misconduct causing a financial statement restatement or a material violation of law that causes material financial harm to us. Unvested PSUs and RSUs, and certain vested PSUs and RSUs, may be forfeited or subject to repayment if an NEO breaches our Code of Ethics, discloses confidential information, commits fraud, gross negligence, or willful misconduct, solicits business or our employees, disparages us, or engages in competitive actions while employed by Company or its subsidiaries or during a set time period after termination of employment according to the terms of the

  92. Timing of Equity Grants

    Timing of Equity Grants The Company does not coordinate the timing of equity awards with the release of material non-public information. Annual equity awards are granted on March 16 of each year.

  93. Change in Control

    Change in Control Assurant is party to a change in control agreement (a “CIC Agreement”) with each of its NEOs. The purpose of these CIC Agreements is to enable our executives to focus solely on maximizing stockholder value in the context of a change in control transaction without regard to personal concerns related to job security. The CIC Agreements with our NEOs contain a “double trigger” provision, meaning that benefits are generally payable only upon a termination of employment “without cause” by the Company or for “good reason” by the NEO within two years following a change in control. Executives who have CIC 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 CIC Agreements is provided under “Narrative to Potential Payments Upon Termination or Change in Control — Change in Control Agreements” on page 78.

  94. Change in Control

    | 62 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  95. Change in Control

    | Compensation Discussion and Analysis | |

  96. Long-Term Disability Benefits

    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 2 to the Summary Compensation Table on page 65.

  97. Severance Policy

    Severance Policy The Company’s severance policy provides separation pay upon an involuntary termination of employment as part of a Company-wide policy available to all U.S. employees based on tenure at the Company with a minimum amount of separation pay depending on job grade.

  98. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The table below shows compensation provided to our NEOs during 2021, 2022 and 2023.

  99. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards1 ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation2 ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Keith W. Demmings, President, Chief Executive Officer | 2023 | 1,000,000 | — | 6,672,937 | — | 2,382,000 | — | 276,087 | 10,331,024 | | | 2022 | 988,462 | — | 5,924,103 | — | 1,230,000 | — | 229,716 | 8,372,281 | | | 2021 | 636,808 | — | 2,760,315 | — | 791,020 | — | 267,093 | 4,455,236 | | Keith R. Meier, Executive Vice President, Chief Financial Officer3 (effective November 15) | 2023 | 633,712 | — | 1,796,651 | — | 1,066,282 | — | 128,787 | 3,625,432 | | | 2022 | 606,154 | — | 1,662,399 | — | 500,200 | — | 124,751 | 2,893,504 | | Francesca L. Luthi, Executive Vice President, Chief Operating Officer (effective November 15) | 2023 | 533,846 | — | 1,347,460 | — | 875,663 | — | 128,196 | 2,885,165 | | | 2022 | 525,000 | — | 1,399,620 | — | 430,500 | — | 134,544 | 2,489,664 | | | 2021 | 525,000 | — | 1,106,962 | — | 609,000 | — | 146,901 | 2,387,863 | | Robert A. Lonergan, Executive Vice President, Chief Strategy and Risk Officer3 | 2023 | 500,000 | — | 1,078,036 | — | 794,000 | — | 118,977 | 2,491,013 | | | 2022 | 500,000 | — | 2,656,911 | — | 410,000 | — | 119,913 | 3,686,824 | | Michael P. Campbell, Executive Vice President, President Global Housing4 | 2023 | 520,000 | — | 1,067,670 | — | 780,624 | — | 116,880 | 2,485,174 | | Richard S. Dziadzio, Former Executive Vice President, Chief Financial Officer (through November 15) | 2023 | 680,000 | — | 2,094,328 | — | 1,039,040 | — | 212,146 | 4,025,514 | | | 2022 | 680,000 | — | 2,417,074 | — | 557,600 | — | 233,427 | 3,888,101 | | | 2021 | 680,000 | — | 1,971,330 | — | 788,800 | — | 344,918 | 3,785,048 |

  100. SUMMARY COMPENSATION TABLE

    1The amounts reported in column (e) for 2023, 2022 and 2021 represent awards of PSUs and RSUs, which 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 67 for the closing price on the grant date for 2023 awards. The amounts included in column (e) for PSUs were computed based on achievement of target level performance as the probable outcome of the performance condition for each award. As described in “CD&A — Long-Term Equity Incentive Compensation — PSUs” on page 57, 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 only PSUs would be as follows: (i) for awards granted in 2023: $10,095,783 for Mr. Demmings; $2,718,193 for Mr. Meier; $2,038,645 for Ms. Luthi; $1,630,962 for Mr. Lonergan; $1,615,334 for Mr. Campbell; and $3,168,620 for Mr. Dziadzio; (ii) for awards granted in 2022: $9,348,233 for Mr. Demmings; $2,623,173 for Mr. Meier; $2,208,507 for Ms. Luthi; $4,788,649 for Mr. Lonergan; and $3,814,142 for Mr. Dziadzio; (iii) for awards granted in 2021: $4,211,404 for Mr. Demmings; $1,688,819 for Ms. Luthi; and $3,007,583 for Mr. Dziadzio.

  101. SUMMARY COMPENSATION TABLE

    | 65 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  102. SUMMARY COMPENSATION TABLE

    | Executive Compensation | |

  103. SUMMARY COMPENSATION TABLE

    Please see Footnote 21, 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, 2023, as filed with the SEC for a discussion of the assumptions used in this valuation. 2The 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 401(k) Plan, dividends and dividend equivalents, and certain other amounts during 2023:

  104. SUMMARY COMPENSATION TABLE

    | Name | Executive LTD | Company Contributions to Executive 401(k) | Company Contributions to 401(k) | Dividends and Dividend Equivalents a | Other Amounts | Total | | Keith W. Demmings | $5,841 | $114,000 | $19,800 | $136,446 | — | $276,087 | | Keith R. Meier | $5,222 | $48,235 | $19,800 | $55,530 | — | $128,787 | | Francesca L. Luthi | $4,120 | $38,061 | $19,800 | $66,215 | — | $128,196 | | Robert A. Lonergan | $4,120 | $34,800 | $19,800 | $60,257 | — | $118,977 | | Michael P. Campbell | $6,149 | $37,426 | $19,800 | $53,505 | — | $116,880 | | Richard S. Dziadzio | $5,670 | $54,456 | $19,800 | $132,220 | — | $212,146 |

  105. SUMMARY COMPENSATION TABLE

    3 Mr. Meier and Mr. Lonergan were not NEOs prior to 2022. 4 Mr. Campbell was not an NEO prior to 2023. aThe amounts in this column reflect the dollar value of dividends and dividend equivalents paid in 2023 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 2020 PSUs for shares vested in 2023. No dividends or dividend equivalents were paid on PSUs granted in 2023, 2022 or 2021.

  106. SUMMARY COMPENSATION TABLE

    | 66 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  107. SUMMARY COMPENSATION TABLE

    | Executive Compensation | |

  108. GRANTS OF PLAN-BASED AWARDS

    GRANTS OF PLAN-BASED AWARDS The table below sets forth each grant of an award made to our NEOs during 2023 under any incentive plan.

  109. GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Award Type | 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 (#) | Grant Date Fair Value of Stock Awards ($)3 | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | Keith W. Demmings | 3/16/2023 | RSU | — | — | — | — | — | — | 14,644 | 1,625,045 | | | 3/16/2023 | PSU | — | — | — | 21,966 | 43,931 | 87,862 | — | 5,047,892 | | | — | Annual Incentive | 0 | 1,500,000 | 3,000,000 | — | — | — | — | — | | Keith R. Meier | 3/16/2023 | RSU | — | — | — | — | — | — | 3,943 | 437,555 | | | 3/16/2023 | PSU | — | — | — | 5,914 | 11,828 | 23,656 | — | 1,359,096 | | | — | Annual Incentive | 0 | 654,965 | 1,309,929 | — | — | — | — | — | | Francesca L. Luthi | 3/16/2023 | RSU | — | — | — | — | — | — | 2,957 | 328,138 | | | 3/16/2023 | PSU | — | — | — | 4,436 | 8,871 | 17,742 | — | 1,019,322 | | | — | Annual Incentive | 0 | 537,877 | 1,075,753 | — | — | — | — | — | | Robert A. Lonergan | 3/16/2023 | RSU | — | — | — | — | — | — | 2,366 | 262,555 | | | 3/16/2023 | PSU | — | — | — | 3,549 | 7,097 | 14,194 | — | 815,481 | | | — | Annual Incentive | 0 | 500,000 | 1,000,000 | — | — | — | — | — | | Michael P. Campbell | 3/16/2023 | RSU | — | — | — | — | — | — | 2,343 | 260,003 | | | 3/16/2023 | PSU | — | — | — | 3,515 | 7,029 | 14,058 | — | 807,667 | | | — | Annual Incentive | 0 | 468,000 | 936,000 | — | — | — | — | — | | Richard S. Dziadzio | 3/16/2023 | RSU | — | — | — | — | — | — | 4,596 | 510,018 | | | 3/16/2023 | PSU | — | — | — | 6,894 | 13,788 | 27,576 | — | 1,584,310 | | | — | Annual Incentive | 0 | 680,000 | 1,360,000 | — | — | — | — | — |

  110. GRANTS OF PLAN-BASED AWARDS

    1The values in columns (d), (e), and (f) 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 2023 performance is reported in the column entitled “Non-Equity Incentive Plan Compensation” in the Summary Compensation Table. 2As described in the “CD&A — Long-Term Equity Incentive Compensation — PSUs” on page 57, payouts for PSU awards can range from no payment to 200% maximum payout. 3The base price of 2023 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 2023 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 21, Stock Based Compensation - Performance Share Units, to the consolidated financial statements included in the Company’s 2023 Form 10-K for a discussion of the assumptions used in this valuation.

  111. GRANTS OF PLAN-BASED AWARDS

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  112. GRANTS OF PLAN-BASED AWARDS

    | Executive Compensation | |

  113. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END The table below provides details about each outstanding equity award held by our NEOs as of December 31, 2023.

  114. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Stock Awards1 | | | | | | | | Name | 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) | | Keith W. Demmings | 3,600 | 6 | 606,564 | | | | | | 744 | 3 | 125,357 | | | | | | 731 | 8 | 123,166 | | | | | | 4,780 | 4 | 805,382 | | | | | | 14,644 | 5 | 2,467,368 | | | | | | | | | 13,388 | 9 | 2,255,744 | | | | | | 13,156 | 10 | 2,216,654 | | | | | | 43,014 | 11 | 7,247,429 | | | | | | 87,862 | 12 | 14,803,868 | | Keith R. Meier | 625 | 7 | 105,306 | | | | | | 464 | 3 | 78,179 | | | | | | 1,342 | 4 | 226,114 | | | | | | 3,943 | 5 | 664,356 | | | | | | | | | 8,352 | 9 | 1,407,228 | | | | | | 12,070 | 11 | 2,033,674 | | | | | | 23,656 | 12 | 3,985,799 | | Francesca L. Luthi | 637 | 3 | 107,328 | | | | | | 1,130 | 4 | 190,394 | | | | | | 2,957 | 5 | 498,225 | | | | | | | | | 11,464 | 9 | 1,931,569 | | | | | | 10,162 | 11 | 1,712,195 | | | | | | 17,742 | 12 | 2,989,350 | | Robert A. Lonergan | 607 | 3 | 102,273 | | | | | | 1,004 | 4 | 169,164 | | | | | | 2,366 | 5 | 398,647 | | | | | | | | | 10,918 | 9 | 1,839,574 | | | | | | 22,034 | 11 | 3,712,509 | | | | | | 14,194 | 12 | 2,391,547 | | Michael P. Campbell | 2,343 | 5 | 394,772 | | | | | | | | | 8,516 | 9 | 1,434,861 | | | | | | 8,948 | 11 | 1,507,649 | | | | | | 14,058 | 12 | 2,368,632 | | Richard S. Dziadzio | 1,135 | 3 | 191,236 | | | | | | 1,950 | 4 | 328,556 | | | | | | 4,596 | 5 | 774,380 | | | | | | | | | 20,416 | 9 | 3,439,892 | | | | | | 17,550 | 11 | 2,957,000 | | | | | | 27,576 | 12 | 4,646,280 |

  115. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | 68 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  116. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Executive Compensation | |

  117. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    1These columns represent awards under the ALTEIP. Awards are PSUs or RSUs. 2Value was determined using the December 29, 2023 closing price of our common stock of $168.49. 3This RSU award was granted on March 16, 2021 and vests in three equal annual installments on each of the first three anniversaries of the grant date. 4This RSU award was granted on March 16, 2022 and vests in three equal annual installments on each of the first three anniversaries of the grant date. 5This RSU award was granted on March 16, 2023 and vests in three equal annual installments on each of the first three anniversaries of the grant date. 6This RSU award was granted on November 16, 2019 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. 7This RSU award was granted on January 2, 2020 and vests in four equal annual installments on each of the first four anniversaries of the grant date. 8This RSU award was granted on May 18, 2021 and vests in three equal annual installments on each of the first three anniversaries of the grant date. 9This PSU award was granted on March 16, 2021 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance goals. The values for this award in columns (d) and (e) are reported at the maximum level, as the Company’s ranked average performance for 2021 - 2023 relative to applicable index is expected to exceed the applicable performance goals 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 2021-2023 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table. 10This PSU award was granted on May 18, 2021 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance goals. The values for this award in columns (d) and (e) are reported at the maximum level, as the Company’s ranked average performance for 2021 - 2023 relative to applicable index is expected to exceed the applicable performance goals 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 2021-2023 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table. 11This PSU award was granted on March 16, 2022 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance goals. The values for this award in columns (d) and (e) are reported at the maximum level, as the Company’s ranked average performance for 2022 - 2023 relative to applicable index is expected to exceed the applicable performance goals 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 2022-2024 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table. 12This PSU award was granted on March 16, 2023 and vests on the third anniversary of the grant date, subject to the level of achievement with respect to the applicable performance goals. The values for this award in columns (d) and (e) are reported at the maximum level, as the Company’s ranked average performance for 2023 relative to applicable index is expected to exceed the applicable performance goals 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 2023-2025 performance period, which is not yet determinable and which may differ from the performance level required to be disclosed in this table.

  118. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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  119. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

    | Executive Compensation | |

  120. STOCK VESTED IN FISCAL YEAR 2023

    STOCK VESTED IN FISCAL YEAR 2023 The table below sets forth the number of shares acquired in Fiscal Year 2023 as a result of the vesting of RSUs and PSUs awarded to our NEOs under our equity incentive plan.

  121. STOCK VESTED IN FISCAL YEAR 2023

    | Stock Awards | | | | | Name | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($) 1 | | (a) | (b) | | (c) | | Keith W. Demmings | | | | | RSUs | 5,682 | | 675,132 | | PSUs | 9,099 | 2 | 1,009,716 | | Keith R. Meier | | | | | RSUs | 5,413 | | 651,757 | | PSUs | 4,883 | 2 | 541,867 | | Francesca L. Luthi | | | | | RSUs | 5,027 | | 602,816 | | PSUs | 6,168 | 2 | 684,463 | | Robert A. Lonergan | | | | | RSUs | 1,935 | | 214,727 | | PSUs | 6,168 | 2 | 684,463 | | Michael P. Campbell | | | | | RSUs | 2,687 | 3 | 312,182 | | PSUs | 5,402 | 2 | 599,460 | | Richard S. Dziadzio | | | | | RSUs | 3,967 | | 440,218 | | PSUs | 13,875 | 2 | 1,539,709 |

  122. STOCK VESTED IN FISCAL YEAR 2023

    1The value realized on vesting was determined using the closing price of our common stock on the vesting date (or prior trading day if the vesting date fell on a weekend or holiday). 2These amounts represent the value of PSU awards granted in 2020 that, in accordance with the terms of the applicable award agreements, became fully vested in 2023. The performance ranking for these awards fell below the median performance of the peer group which resulted in a final payout amount of 83% of target shares awarded. 3This amount includes the value of outstanding RSU awards granted to Mr. Campbell in 2022 that, in accordance with the terms of the applicable award agreements, became fully vested in 2023 because Mr. Campbell is eligible for retirement. Payouts in respect of these awards 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 Code 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.

  123. STOCK VESTED IN FISCAL YEAR 2023

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  124. STOCK VESTED IN FISCAL YEAR 2023

    | Executive Compensation | |

  125. PENSION BENEFITS

    PENSION BENEFITS The Company maintains the following defined benefit pension plans: the Pension Plan, a broad-based, tax qualified, defined benefit pension plan, and the Executive Pension Plan, a nonqualified executive defined benefit pension plan. All defined benefit pension plans were frozen and no additional benefits have accrued since February 29, 2016. The table below provides information for each defined benefit plan that provides for pension payments to the NEOs.

  126. PENSION BENEFITS

    | Name | Plan Name1 | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | (a) | (b) | (c) | (d) | (e) | | Keith W. Demmings2 | Pension Plan | 3 | 23,625 | — | | | Executive Pension Plan | 3 | 48,783 | — | | Keith R. Meier | Pension Plan | 17.75 | 195,075 | — | | | Executive Pension Plan | 17.75 | 185,746 | — | | Francesca L. Luthi | Pension Plan | 2 | 15,600 | — | | | Executive Pension Plan | 2 | 19,283 | — | | Robert A. Lonergan | Pension Plan | 3 | 23,400 | — | | | Executive Pension Plan | 3 | 14,550 | — | | Michael P. Campbell | Pension Plan | 21 | 160,650 | — | | | Executive Pension Plan | 21 | 282,433 | — | | Richard S. Dziadzio | Pension Plan | — | — | — | | | Executive Pension Plan | — | — | — |

  127. PENSION BENEFITS

    1Mr. Dziadzio is not eligible to participate in the Pension Plan or Executive Pension Plan. 2Although Mr. Demmings has been employed by the Company since 1997, his service outside the U.S. is not recognized for Pension Plan and Executive Pension Plan purposes.

  128. The Pension Plan

    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. Mr. Dziadzio was not eligible to participate in the Pension Plan. 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 is defined as the highest average annual compensation for five consecutive complete calendar years of employment during the 10 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.

  129. The Pension Plan

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  130. The Pension Plan

    | Executive Compensation | |

  131. The Pension Plan

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

  132. The Pension Plan

    The present value of accumulated benefits as of December 31, 2023 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 normal retirement age for the Pension Plan is 65. Benefits are actuarially reduced for any payment prior to age 65. Participants 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 after three 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.

  133. NONQUALIFIED DEFERRED COMPENSATION PLANS

    NONQUALIFIED DEFERRED COMPENSATION PLANS The table below sets forth information for our NEOs with respect to each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.

  134. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | 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 FYE 1 ($) | | (a) | | (b) | (c) | (d) | (e) | (f) | | Keith W. Demmings | ADC Plan | — | (3) | — | — | — | | | Executive 401(k) Plan | (4) | 114,000 | 97,356 | — | 702,809 | | | TOTAL | — | 114,000 | 97,356 | — | 702,809 | | Keith R. Meier | ADC Plan | 126,742 | (3) | 115,112 | (519,964) | 942,286 | | | Executive 401(k) Plan | (4) | 48,235 | 54,879 | — | 527,356 | | | TOTAL | 126,742 | 48,235 | 169,991 | (519,964) | 1,469,642 | | Francesca L. Luthi | ADC Plan | — | (3) | — | — | — | | | Executive 401(k) Plan | (4) | 38,061 | 75,438 | — | 503,480 | | | TOTAL | — | 38,061 | 75,438 | — | 503,480 | | Robert A. Lonergan | ADC Plan | — | (3) | — | — | — | | | Executive 401(k) Plan | (4) | 34,800 | 54,837 | — | 369,144 | | | TOTAL | — | 34,800 | 54,837 | — | 369,144 | | Michael P. Campbell | ADC Plan | — | (3) | — | — | — | | | Executive 401(k) Plan | (4) | 37,426 | 215,145 | — | 1,191,390 | | | TOTAL | — | 37,426 | 215,145 | — | 1,191,390 | | Richard S. Dziadzio | ADC Plan | 557,600 | (3) | 103,152 | — | 660,752 | | | Executive 401(k) Plan | (4) | 54,456 | 70,975 | — | 548,996 | | | TOTAL | 557,600 | 54,456 | 174,127 | — | 1,209,748 |

  135. NONQUALIFIED DEFERRED COMPENSATION PLANS

    1The amounts in column (c) were reported as 2023 compensation in the “All Other Compensation” column of the Summary Compensation Table as follows: for Mr. Demmings, $114,000; for Mr. Meier, $48,235; for Ms. Luthi, $38,061; for Mr. Lonergan, $34,800; for Mr. Campbell, $37,426; and for for Mr. Dziadzio, $54,456 of Company contributions to the Executive 401(k) Plan. The NEOs’ aggregate earnings in the last fiscal year reported in column (d) with respect to the ADC Plan, represent the notional capital gains or losses on investments in publicly available mutual funds and notional interest and dividends held in the plans during 2023. The Company does not provide any preferential or above market earnings or contributions. These earnings are not reported in any column of the Summary Compensation Table. With respect to the Executive 401(k) Plan, the aggregate earnings represent the notional capital gains or losses, interest and dividends on the aggregate balance during 2023. Similarly, the Company does not provide any above market or preferential earnings and these earnings are not reported in the Summary Compensation Table. For the Executive 401(k) Plan, the following amounts that make up the totals in column (f) were reported as compensation in the “All Other Compensation” column of the Summary Compensation Table for the 2021, 2022 and 2023 fiscal years, as applicable: for Mr. Demmings, $57,759 for 2021, $88,469 for 2022 and $114,000 for 2023; for Mr. Meier, $50,016 for 2022 and $48,235 for 2023; for Ms. Luthi, $47,833 for 2021, $49,740 for 2022 and $38,061

  136. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | 73 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  137. NONQUALIFIED DEFERRED COMPENSATION PLANS

    | Executive Compensation | |

  138. NONQUALIFIED DEFERRED COMPENSATION PLANS

    for 2023; for Mr. Lonergan, $46,500 for 2022 and $34,800 for 2023; for Mr. Campbell, $37,426 for 2023; and for Mr. Dziadzio, $69,504 for 2021, $69,828 for 2022 and $54,456 for 2023. 2The Executive 401(k) Plan amounts reported in this column reflect the Company contribution to the Executive 401(k) Plan (6% of eligible compensation in excess of the limit under Section 401(a)(17) of the Code). 3The Company does not currently make any contributions to the ADC Plan. 4The Executive 401(k) Plan does not provide for participant contributions.

  139. NARRATIVE TO THE NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS TABLE

    NARRATIVE TO THE NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS TABLE

  140. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The below table sets forth estimates of the respective potential payments each of our NEOs would have received at, following, or in connection with termination of employment under the circumstances described below on December 31, 2023.

  141. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Payout if Terminated Voluntarily 12/31/23 Not Retirement 1 | Payout if Terminated Voluntarily 12/31/23 Retirement 1 | Payout if Terminated Involuntarily 12/31/23 2 | Payout if Terminated Upon Change in Control 12/31/23 | Payout if Terminated Upon Death 12/31/23 | Payout if Terminated Upon Disability 12/31/23 | | | (a) | (b) | (c) | (d) | (e) | (f) | | Keith W. Demmings | | | | | | | | STIP Award | — | — | — | 750,000 | — | — | | Long-Term Equity Awards3 | — | — | 7,966,544 | 17,389,684 | 7,966,544 | 7,966,544 | | Executive Pension Plan4 | 48,783 | — | 48,783 | 48,783 | 48,783 | 48,783 | | Executive 401(k) Plan5 | 702,809 | — | 702,809 | 702,809 | 702,809 | 702,809 | | Welfare Ben. Lump Sum6 | — | — | 5,900 | 46,307 | — | — | | Severance7 | — | — | 1,000,000 | 5,000,000 | — | — | | Outplacement8 | — | — | 7,000 | 7,000 | — | — | | TOTAL | 751,592 | — | 9,731,036 | 23,944,584 | 8,718,136 | 8,718,136 | | Keith R. Meier | | | | | | | | STIP Award | — | — | — | 327,482 | — | — | | Long-Term Equity Awards3 | — | — | 2,288,937 | 4,787,306 | 2,288,937 | 2,288,937 | | Executive Pension Plan4 | 185,746 | — | 185,746 | 185,746 | 185,746 | 185,746 | | Executive 401(k) Plan5 | 527,356 | — | 527,356 | 527,356 | 527,356 | 527,356 | | Welfare Ben. Lump Sum6 | — | — | 5,900 | 43,497 | — | — | | Severance7 | — | — | 730,000 | 2,586,970 | — | — | | Outplacement8 | — | — | 7,000 | 7,000 | — | — | | TOTAL | 713,102 | | 3,744,939 | 8,465,358 | 3,002,039 | 3,002,039 | | Francesca L. Luthi | | | | | | | | STIP Award | — | — | — | 268,938 | — | — | | Long-Term Equity Awards3 | — | — | 2,157,683 | 4,112,504 | 2,157,683 | 2,157,683 | | Executive Pension Plan4 | 19,283 | — | 19,283 | 19,283 | 19,283 | 19,283 | | Executive 401(k) Plan5 | 503,480 | — | 503,480 | 503,480 | 503,480 | 503,480 | | Welfare Ben. Lump Sum6 | — | — | 5,980 | 40,404 | — | — | | Severance7 | — | — | 625,000 | 2,151,507 | — | — | | Outplacement8 | — | — | 7,000 | 7,000 | — | — | | TOTAL | 522,763 | — | 3,318,425 | 7,103,116 | 2,680,446 | 2,680,446 |

  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 75 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  143. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Executive Compensation | |

  144. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Payout if Terminated Voluntarily 12/31/23 Not Retirement 1 | Payout if Terminated Voluntarily 12/31/23 Retirement 1 | Payout if Terminated Involuntarily 12/31/23 2 | Payout if Terminated Upon Change in Control 12/31/23 | Payout if Terminated Upon Death 12/31/23 | Payout if Terminated Upon Disability 12/31/23 | | | (a) | (b) | (c) | (d) | (e) | (f) | | Robert A. Lonergan | | | | | | | | STIP Award | — | — | — | 250,000 | — | — | | Long-Term Equity Awards3 | — | — | 2,601,486 | 4,641,900 | 2,601,486 | 2,601,486 | | Executive Pension Plan4 | 14,550 | — | 14,550 | 14,550 | 14,550 | 14,550 | | Executive 401(k) Plan5 | 369,144 | — | 369,144 | 369,144 | 369,144 | 369,144 | | Welfare Ben. Lump Sum6 | — | — | 5,900 | 41,205 | — | — | | Severance7 | — | — | 500,000 | 2,000,000 | — | — | | Outplacement8 | — | — | 7,000 | 7,000 | — | — | | TOTAL | 383,694 | — | 3,498,080 | 7,323,798 | 2,985,180 | 2,985,180 | | Michael P. Campbell | | | | | | | | STIP Award | — | — | — | 234,000 | — | — | | Long-Term Equity Awards3 | — | 1,718,430 | 2,157,177 | 3,297,518 | 2,157,177 | 2,157,177 | | Executive Pension Plan4 | — | 282,433 | 282,433 | 282,433 | 282,433 | 282,433 | | Executive 401(k) Plan5 | — | 1,191,390 | 1,191,390 | 1,191,390 | 1,191,390 | 1,191,390 | | Welfare Ben. Lump Sum6 | — | — | 5,880 | 43,988 | — | — | | Severance7 | — | — | 600,000 | 1,976,000 | — | — | | Outplacement8 | — | — | 7,000 | 7,000 | — | — | | TOTAL | — | 3,192,253 | 4,243,881 | 7,032,329 | 3,631,000 | 3,631,000 | | Richard S. Dziadzio | | | | | | | | STIP Award | — | — | — | — | — | — | | Long-Term Equity Awards3 | — | — | 3,684,876 | — | — | — | | Executive Pension Plan4 | — | — | — | — | — | — | | Executive 401(k) Plan5 | — | — | 548,996 | — | — | — | | Welfare Ben. Lump Sum6 | — | — | 5,900 | — | — | — | | Severance7 | — | — | 680,000 | — | — | — | | Outplacement8 | — | — | 7,000 | — | — | — | | TOTAL | — | — | 4,926,772 | — | — | — |

  145. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    1As of December 31, 2023, Mr. Campbell met the requirements for retirement eligibility (age 55 with 10 years of service). Accordingly, his voluntary retirement would be considered a retirement and column (a) “Payout if Terminated Voluntarily 12/31/23 Not Retirement” would not apply. Because none of the other NEOs were retirement eligible as of December 31, 2023, the column entitled “Payout if Terminated Voluntarily 12/31/23 Retirement” does not apply to them. 2The values in this column reflect an involuntary termination for reasons other than for cause. In the event of an involuntary termination for cause, the same amounts would be payable except the NEOs would not receive a pro-rata vesting with respect to their ALTEIP grants. 3These amounts assume accelerated vesting and/or exercise of all or a portion of unvested equity awards on December 31, 2023 based on the closing stock price of $168.49 on December 29, 2023. These amounts also reflect

  146. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  147. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Executive Compensation | |

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    accelerated vesting in the event of a change in control of the Company and pro-rata vesting in the event of death, disability or an involuntary termination for reasons other than cause (with the exception of Mr. Campbell). PSU amounts are computed based on the achievement of target level performance for each award. Because the ultimate number of PSUs earned is not determinable as of December 31, 2023, no dividend equivalents are reflected. For Mr. Campbell, the values in column (b) reflect accelerated vesting of unvested equity awards granted prior to 2023 and forfeiture of equity awards granted in 2023. The values in columns (c), (e) and (f) reflect accelerated vesting of unvested equity awards granted prior to 2023 and pro-rata vesting of equity awards granted in 2023. This is due to Mr. Campbell meeting the requirements for retirement eligibility as of December 31, 2023. For all NEOs, values in column (d) assume a hypothetical corporate change in control. 4Executive Pension Plan benefits are payable only as a lump sum payment and as soon as administratively feasible following termination (in compliance with Code Section 409A). 5This amount includes the Company’s contribution to the Executive 401(k) Plan made in 2023. 6This amount represents a one-time lump sum payment by the Company that equals the value of Company paid premiums for the medical, dental, life insurance and disability plans as of December 31, 2023 for 18 months based on the individual’s benefit election (in accordance with Code Section 409A). 7Under the Change in Control Agreements, if payments constitute "excess parachute payments" within the meaning of Code Section 280G, the payments would be reduced only if the NEO would receive a greater net after-tax benefit than they otherwise would receive with no reduction in payments. The amounts shown in column (d) above reflect no such reductions. 8This amount represents the Company’s best estimate of the costs of outplacement services for an NEO.

  149. NARRATIVE TO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    NARRATIVE TO POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following is a description of the information reported in the Potential Payments Upon Termination or Change in Control Table, including the material terms of the Change in Control Agreements and the methodology and material assumptions made in calculating the Executive Pension Plan benefits payable in the event of disability or death. The material terms of the Executive Pension Plan are described in “Pension Benefits” on page 72. The material terms of the ADC Plan and the Executive 401(k) Plan are described in the “Narrative to Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation Plans Table” on page 74.

  150. Amounts Previously Earned and Payable Regardless of Termination or Change in Control

    Amounts Previously Earned and Payable Regardless of Termination or Change in Control The amounts reflected in the Potential Payments Upon Termination or Change in Control Table show payments that the NEOs could only receive in the event of termination or change in control. The amounts reflected below were earned in previous years and were already available to the NEOs through withdrawal or exercise regardless of termination or change in control. These amounts include deferred compensation balances held in the ADC Plan. The following amount would have been available on December 31, 2022 for withdrawal or exercise by the NEOs regardless of termination or change in control: for Mr. Meier, $1,219,181 from the ADC Plan.

  151. Amounts Previously Earned and Payable Regardless of Termination or Change in Control

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  152. Amounts Previously Earned and Payable Regardless of Termination or Change in Control

    | Executive Compensation | |

  153. CEO PAY RATIO

    CEO PAY RATIO The Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules require us to provide the ratio of the total annual compensation of our CEO to the total annual compensation of our median employee. As required, we identified a new median employee for 2023 by ranking the total cash compensation, including base pay, overtime and cash incentive pay, for all employees, excluding our CEO, who were employed by the Company as of our determination date of October 1, 2023. We used the following methodology, consistently applied across the entire global employee population, to rank our employee population to determine our median employee: •We included all U.S. and non-U.S. employees, employed on a full-time, part-time or temporary basis such that the calculation covered 13,468 employees as of October 1, 2023. •Actual base pay during the period October 2, 2022 through October 1, 2023 was used for all participants. No compensation components were annualized. •We included overtime pay and cash incentive compensation, including shift differentials, referral bonuses, “sign-on” bonuses, and commission incentives paid during the period October 2, 2022 through October 1, 2023. •For the non-U.S. population, a 12-month average of the monthly exchange rates (October 2022 - September 2023) was used to convert all foreign currency payments to U.S. dollars. •We did not rely on any other material assumptions, adjustments (such as cost-of-living adjustments) or estimates (such as statistical sampling) with respect to total cash compensation for purposes of employee ranking. Our median employee was determined to be a full-time, U.S.-based employee. After identifying the median employee, we calculated the annual total compensation for such employee using the same methodology we used for our CEO as set forth in the 2023 Summary Compensation Table found on page 65. For 2023, we estimate that our CEO to median employee pay ratio is 196.2 to 1, the annual total compensation for the median employee was $52,667 and the annual total compensation for our CEO was $10,331,024. Our 2023 pay ratio is intended to be a reasonable estimate calculated in a manner consistent with SEC rules. Given the different methodologies that various public companies use to determine their estimates of pay ratio, including the different assumptions, exclusions, estimates and methodologies allowed under the SEC rules, and differing employment and compensation practices among companies, our reported pay ratio may not be comparable to the pay ratio disclosure of other companies.

  154. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The table below sets forth the Company’s Pay versus Performance disclosure:

  155. PAY VERSUS PERFORMANCE

    | Year1 | Summary compensation table total for PEO ($) | Compensation actually paid to PEO2 ($) | Average summary compensation table total for non-PEO named executive officers ($) | Average compensation actually paid to non-PEO named executive officers6 ($) | Value of initial fixed $100 investment based on: | | Net income ($ in millions)8 | Adjusted earnings, excluding reportable catastrophes, per diluted share9 ($) | | | | | | | Total shareholder return ($) | Peer group total shareholder return7 ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 10,331,024 | 22,374,091 | 3,102,460 | 6,115,004 | 138.75 | 146.61 | 642.5 | 17.13 | | 2022 | 8,372,281 | 4,350,001 | 3,239,523 | 1,494,888 | 100.90 | 130.65 | 276.6 | 13.61 | | 2021 | 11,504,780 | 13,725,397 | 3,887,015 | 4,581,889 | 123.55 | 119.13 | 1,361.8 | 12.28 | | 2020 | 11,855,966 | 12,584,163 | 3,622,320 | 3,999,997 | 106.09 | 81.72 | 441.7 | 10.49 |

  156. PAY VERSUS PERFORMANCE

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  157. PAY VERSUS PERFORMANCE

    | Executive Compensation | |

  158. PAY VERSUS PERFORMANCE

    1 The PEOs were as follows: Keith W. Demmings in 2023 and 2022; and Alan B. Colberg in 2021 and 2020. The NEOs were as follows: Keith R. Meier, Francesca L. Luthi, Robert A. Lonergan, Michael P. Campbell, and Richard S. Dziadzio in 2023; Richard S. Dziadzio, Robert A. Lonergan, Keith R. Meier, and Francesca L. Luthi in 2022; and Richard S. Dziadzio, Gene E. Mergelmeyer, Keith W. Demmings, and Francesca L. Luthi in 2021 and 2020. 2 No awards granted to the PEOs during the period failed to meet vesting conditions. The table below details the adjustments made to the summary compensation table total to calculate the compensation actually paid to the PEO for 2023:

  159. PAY VERSUS PERFORMANCE

    | Year | Summary compensation table total for PEO ($) | Stock awards and option awards columns of the summary compensation table ($) | Fair value of equity awards granted in year that remained outstanding and unvested as of year-end ($)3 | Change in fair value of the equity awards granted before year that are outstanding and unvested as of year-end ($)4 | Fair value of the awards that were granted and vested in year ($) | Change in fair value of all the equity awards granted before year that vested in year ($)5 | Aggregate change in pension benefits ($) | Pension “service cost” for year ($) | Compensation actually paid to PEO ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2023 | 10,331,024 | (6,672,937) | 15,451,834 | 3,415,178 | — | (151,008) | — | — | 22,374,091 |

  160. PAY VERSUS PERFORMANCE

    3 PSU fair value is calculated by taking the current year projected performance adjusted number of shares times the current year closing share price. RSU fair value is calculated by taking the number of shares times the current year closing share price. 4 PSU change in fair value is calculated by taking the current year projected performance adjusted number of shares times the current year closing share price less the prior year projected performance adjusted number of shares times the prior year closing share price. RSU change in fair value is calculated by taking the number of shares times the current year closing share price less the number of shares times the prior year closing share price. 5 PSU change in fair value is calculated by taking the actual number of performance adjusted shares times the vesting date share price less the prior year projected performance adjusted number of shares times the prior year closing share price. RSU change in fair value is calculated by taking the number of shares vested times the vesting date share price less the number of shares times the prior year closing share price. 6 No awards granted to the NEOs during the period failed to meet vesting conditions. The table below details the adjustments made to the summary compensation table total for the NEOs to calculate the average compensation actually paid to the NEOs for 2023:

  161. PAY VERSUS PERFORMANCE

    | Year | Average summary compensation table total for non-PEO named executive officers ($) | Average stock awards and option awards columns of the summary compensation table ($) | Average fair value of equity awards granted in year that remained outstanding and unvested as of year-end ($) | Average change in fair value of the equity awards granted before year that are outstanding and unvested as of year-end ($) | Average fair value of the awards that were granted and vested in year ($) | Average change in fair value of all the equity awards granted before year that vested in year ($) | Average aggregate change in pension benefits ($) | Average pension “service cost” for year ($) | Average compensation actually paid to non-PEO named executive officers ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2023 | 3,102,460 | (1,476,829) | 3,419,736 | 1,193,934 | — | (124,297) | — | — | 6,115,004 |

  162. PAY VERSUS PERFORMANCE

    7 Refers to the S&P 500 Multi-Line Insurance Index included in “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Stock Performance Graph” in the Company’s 2023 Form 10-K. 8 Represents the net income as disclosed in the Company’s audited GAAP financial statements. 9 Represents a non-GAAP measure. A reconciliation of this non-GAAP measure to its most comparable GAAP measure can be found in Appendix A hereto.

  163. PAY VERSUS PERFORMANCE

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  164. PAY VERSUS PERFORMANCE

    | Executive Compensation | |

  165. PAY VERSUS PERFORMANCE

    The fair value of equity awards is determined in a manner consistent with that disclosed in consolidated financial statements included in the 2023 Form 10-K. The portion of the PSU awards that are earned based on Adjusted earnings, excluding reportable catastrophes, per diluted share are valued at the probable outcome of the performance condition and the Company’s closing share price at each measurement date. The portion of the PSU awards that are earned based on the Company’s TSR relative to the TSR of the S&P 500 Index are valued using a Monte Carlo valuation model at each measurement date. The table below sets out the range of assumptions applied for each measurement date relevant to the Compensation Actually Paid table.

  166. PAY VERSUS PERFORMANCE

    | Measurement Date | 12/31/2023 | 12/31/2022 | 12/31/2021 | 12/31/2020 | | Performance factor | 1.16 - 1.75 | 0.82 - 0.93 | 0.98 - 1.12 | 1.09 - 1.19 | | TSR Monte Carlo Assumptions: | | | | | | Expected volatility | 27.28% - 28.48% | 25.51% - 29.63% | 20.62% - 37.92% | 37.26% - 49.56% | | Expected remaining term (years) | 0.0 - 2.0 | 0.0 - 2.0 | 0.0 - 2.0 | 0.0 - 2.0 | | Risk free interest rate | 4.13% - 4.67% | 4.31% - 4.62% | 0.39% - 0.73% | 0.10% - 0.13% |

  167. PAY VERSUS PERFORMANCE

    As reflected in our plans, the table below lists the Company’s most important performance measures used to link compensation actually paid (the “CAP”) for our NEOs to Company performance:

  168. PAY VERSUS PERFORMANCE

    | Tabular List of Performance Measures1 | | Adjusted earnings, excluding reportable catastrophes, per diluted share | | Adjusted EBITDA, excluding reportable catastrophes | | Relative TSR | | Net earned premiums, fees and other income |

  169. PAY VERSUS PERFORMANCE

    The graph below represents the relationship between the CAP of the principal executive officer (the CEO, referred to as “PEO” in this section) and the NEOs with the Company’s TSR and a comparison of the Company’s TSR to the cumulative TSR of the peer group included in its Form 10-K: 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.

  170. PAY VERSUS PERFORMANCE

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  171. PAY VERSUS PERFORMANCE

    | Executive Compensation | |

  172. PAY VERSUS PERFORMANCE

    The graph below represents the relationship between the CAP of our PEO and NEOs with the Company’s net income:

  173. PAY VERSUS PERFORMANCE

    | 83 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  174. PAY VERSUS PERFORMANCE

    | Executive Compensation | |

  175. PAY VERSUS PERFORMANCE

    The graph below represents the relationship between the CAP of our PEO and NEOs with the Company’s Company Selected Measure, Adjusted earnings, excluding reportable catastrophes, per diluted share:

  176. PAY VERSUS PERFORMANCE

    | 84 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  177. PAY VERSUS PERFORMANCE

    | Director Compensation | |

  178. Director Compensation

    Director Compensation The following table sets forth the cash and other compensation earned by or accrued to the non-management members of the Board for all services in all capacities during the fiscal year ended December 31, 2023. Mr. Demmings was not eligible to participate in the Assurant Amended and Restated Directors Compensation Plan (the “Directors Compensation Plan”) and did not receive any compensation for his service as a director.

  179. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

  180. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | Name | Fees Earned or Paid in Cash ($)1 | Stock Awards ($)2 | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Paget L. Alves | 105,000 | 160,031 | | | | 250 | 265,281 | | Rajiv Basu | 85,108 | 160,031 | | | | — | 245,139 | | J. Braxton Carter | 105,000 | 160,031 | | | | 200 | 265,231 | | Juan N. Cento | 105,000 | 160,031 | | | | 150 | 265,181 | | Harriet Edelman | 125,000 | 160,031 | | | | 1,250 | 286,281 | | Sari Granat | 105,000 | 160,031 | | | | 1,000 | 266,031 | | Lawrence V. Jackson | 127,500 | 160,031 | | | | 650 | 288,181 | | Jean-Paul L. Montupet3 | 40,269 | — | | | | 197,411 | 237,680 | | Debra J. Perry | 127,500 | 160,031 | | | | 1,250 | 288,781 | | Ognjen (Ogi) Redzic | 105,000 | 160,031 | | | | 100 | 265,131 | | Paul J. Reilly | 132,500 | 160,031 | | | | 3,000 | 295,531 | | Elaine D. Rosen | 311,022 | 160,031 | | | | 3,000 | 474,053 | | Robert W. Stein | 105,000 | 160,031 | | | | 2,500 | 267,531 |

  181. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    1This amount represents services for 2023 only and excludes Q1 2024 retainers paid in December 2023. 2The amounts reported in this column are consistent with the grant date fair value of each award computed in accordance with FASB ASC Topic 718. The grant date fair value of the stock awards granted in 2023 equals the amount disclosed in column (c). As of December 31, 2023, each director, except Mr. Alves, Mr. Basu, Mr. Carter, Ms. Edelman, Ms. Granat, Mr. Montupet, Ms. Perry, and Mr. Redzic held 15,225 unvested RSUs. Ms. Edelman and Ms. Perry held 8,618 unvested RSUs as of December 31, 2023. Mr. Alves and Mr. Redzic held 5,640 unvested RSUs as of December 31, 2023. Mr. Carter held 4,515 unvested RSUs as of December 31, 2023. Ms. Granat held 2,218 unvested RSUs as of December 31, 2023. Mr. Basu held 1,235 unvested RSUs as of December 31, 2023. Mr. Montupet held no unvested RSUs as of December 31, 2023. 3Mr. Montupet retired from the Board of Directors on May 11, 2023. Amounts in column (g) include $197,411 of accumulated dividend equivalents on previously deferred RSUs for Mr. Montupet which were paid to him in 2023 pursuant to his retirement from the Board.

  182. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | 85 | Notice of 2024 Annual Meeting of Stockholders and Proxy Statement |

  183. DIRECTOR COMPENSATION TABLE FOR FISCAL YEAR 2023

    | Director Compensation | |

  184. NARRATIVE TO THE DIRECTOR COMPENSATION TABLE

    NARRATIVE TO THE DIRECTOR COMPENSATION TABLE