Braxton Carter
ASSURANTAbout J. Braxton Carter
J. Braxton Carter (age 66) has served on Assurant’s Board since July 2020 (5 years of tenure) and is an independent director with deep finance and wireless industry credentials, including 20 years as CFO in large wireless companies and a CPA background with 10 years in public accounting . He currently serves on the Audit Committee and Finance & Risk Committee and has been designated an “audit committee financial expert” under SEC rules, reinforcing board effectiveness in financial oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T-Mobile US, Inc. | Executive Vice President & Chief Financial Officer | 2013–2020 | Oversaw finance and IT; served on Information Technology Steering Committee |
| MetroPCS Communications, Inc. | Vice Chairman | 2011–2013 | Senior executive leadership during corporate transition |
| MetroPCS Communications, Inc. | Chief Financial Officer | 2005–2013 | Led finance and capital structure decisions |
| MetroPCS Communications, Inc. | Vice President, Corporate Operations | 2001–2005 | Operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DigitalBridge Group, Inc. (f/k/a Colony Capital, Inc.) | Director (public company) | 2021–2023 | Board experience in digital infrastructure |
| Zayo Group, LLC | Director | 2020–2021 | Digital infrastructure/telecom exposure |
| Deutsche Telekom Capital Partners | Senior Adviser | Not disclosed | Advises on TMT investments |
| Symend, Inc. | Director | Not disclosed | Customer engagement technology |
| Tap Advisors | Board of Advisors Member | Not disclosed | Advisory capacity |
| Fuse | Board of Advisors Member | Not disclosed | Advisory capacity |
Board Governance
- Committee assignments: Audit Committee member (financial expert) and Finance & Risk Committee member; not a committee chair .
- Independence: Board affirmatively determined Carter is independent; all board committees are 100% independent .
- Attendance: All directors attended at least 75% of combined Board and committee meetings in 2024; Board met 8 times, Audit 11, Compensation & Talent 6, Finance & Risk 5, IT 4, Nominating & Governance 5; all directors attended the 2024 Annual Meeting .
- Board leadership and executive sessions: Independent Chair; regular executive sessions of independent directors generally at each Board and committee meeting .
- Overboarding limits: Assurant caps independent director board service at four public boards and audit committee memberships at three, mitigating overboarding risk .
Fixed Compensation
| Element | FY 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Paid quarterly; includes 1Q retainer paid Dec 2023 |
| Committee chair fees | $0 | Not a chair; chair fees: Audit $30k, Comp & Talent $25k, Finance & Risk $25k, IT $20k, Nominating $20k |
| Meeting fees | $0 | No meeting fees under plan |
| All other compensation | $200 | Charitable matching program participation |
Performance Compensation
| Equity Component | FY 2024 Grant Value | Vesting/Terms | Unvested at 12/31/2024 |
|---|---|---|---|
| RSUs (annual director grant) | $160,034 | Vests in 3 equal annual installments; full vest on change in control or retirement after age 55 with ≥5 consecutive years of board service; settlement deferred until separation; dividend equivalents accrue and are paid in cash at separation; max total director comp ≤ $750k ($850k extraordinary) | 2,065 RSUs |
No performance-based metrics apply to director equity; RSUs are time-based to align interests without encouraging short-term risk-taking .
Other Directorships & Interlocks
| Company | Relationship to AIZ | Independence/Transactions |
|---|---|---|
| DigitalBridge Group, Inc. (2021–2023) | Former outside public board | Board considered ordinary-course immaterial transactions and holdings; independence affirmed |
| Deutsche Telekom Capital Partners (Senior Adviser) | Adviser (third party) | Company owns immaterial amounts of publicly-traded bonds of companies with which Carter is affiliated; independence affirmed |
| Zayo Group, LLC (2020–2021); Symend; Tap Advisors; Fuse | External advisory/director roles | No related person transactions requiring disclosure in 2024; policy and procedures in place |
Expertise & Qualifications
- Finance/capital markets: 20 years as CFO; CPA; significant public accounting experience; audit committee chair experience at other companies .
- Industry: Deep wireless/telecom knowledge; consumer and retail operations exposure .
- Risk oversight: Enterprise risk evaluation as CFO and public director; currently on Finance & Risk Committee .
- Technology: Oversaw IT operations; T-Mobile IT Steering Committee experience, relevant to AIZ’s digital strategy .
Equity Ownership
| Item | Amount | Details |
|---|---|---|
| Beneficial ownership (shares) | 5,347 | Includes vested RSUs and RSUs vesting within 60 days (3,397 shares); settlement deferred until separation |
| Ownership % of outstanding | ~0.0105% | 5,347 / 50,791,921 shares outstanding as of 2/14/2025 |
| Vested/near-vest RSUs included | 3,397 | Settlement deferred |
| Unvested RSUs | 2,065 | As of 12/31/2024 |
| Options (exercisable/unexercisable) | None | No director option awards in 2024 |
| Pledging/hedging | Prohibited by policy | Robust insider trading policy bars pledging/hedging |
| Director ownership guideline | 5× annual cash retainer | Five years to comply; includes RSUs (vested/unvested), excludes unearned PSUs |
| Compliance status | In compliance (directors as a group) | All non-employee directors complied as of 12/31/2024 |
Governance Assessment
- Board effectiveness: Carter strengthens audit and risk oversight as an SEC-defined financial expert on the Audit Committee and member of Finance & Risk; his wireless/IT background aligns with Assurant’s connected devices strategy .
- Alignment and incentives: Director pay is balanced—$110k cash plus $160k RSUs with multi-year vesting and deferred settlement—promoting long-term alignment; prohibition on hedging/pledging further supports investor alignment and reduces risk of misaligned incentives .
- Independence and conflicts: Independence affirmed; no related person transactions requiring disclosure in 2024; board annually reviews ordinary-course relationships and found none material; related party transaction policy provides strong controls .
- Engagement/attendance: Board and committees met frequently in 2024; all directors met minimum attendance expectations and attended the Annual Meeting, supporting the perception of active oversight and engagement .
- Shareholder sentiment: Strong say-on-pay support (~96% in 2024) signals constructive governance and alignment with investor expectations, indirectly reinforcing confidence in board oversight .