Debra Perry

About Debra J. Perry

Independent director of Assurant, Inc. since August 2017; age 73; currently Chair of the Finance and Risk Committee and member of the Nominating and Corporate Governance Committee. Former senior executive at Moody’s (Chief Administrative Officer & Chief Credit Officer; Senior Managing Director, Global Ratings & Research) with earlier roles in fixed income research at First Boston and corporate lending/capital markets at Chemical Bank (US and Europe). Tenure on AIZ’s board is eight years with a finance, risk, and global capital markets background aligned to her committee leadership .

Past Roles

External Roles

Board Governance

• Committee assignments: Finance and Risk (Chair); Nominating and Corporate Governance (member) .
• Independence: Board affirmed Perry’s independence under NYSE and SEC rules; committees are fully independent .
• Attendance: All directors attended at least 75% of combined Board/committee meetings in 2024 and the 2024 Annual Meeting; executive sessions of independent directors generally at each Board and committee meeting .

• Majority vote policy and resignation procedure for directors in uncontested elections; annual director elections; independent Board Chair structure .

Fixed Compensation

• Director cash compensation program: $110,000 annual retainer; additional annual chair fees: Audit ($30,000), Compensation & Talent ($25,000), Finance & Risk ($25,000), Information Technology ($20,000), Nominating & Corporate Governance ($20,000) .
• Perry’s role as Finance & Risk Chair implies an added $25,000 chair fee on top of the retainer (consistent with her total cash fees) .

Performance Compensation

• Equity structure for non-employee directors: Initial RSU grant of $160,000 at onboarding (unless within 4 months of the next annual meeting); annual RSU grant of $160,000 following each annual meeting. RSUs vest in three equal annual installments; full vesting upon change in control or retirement after age 55 with five consecutive years of Board service. Settlement deferred until separation; quarterly dividend equivalents accrue and are paid in cash upon separation. Annual cap for director compensation (cash + equity) is $750,000 (or $850,000 under extraordinary circumstances) .

Other Directorships & Interlocks

• Independence review considered ordinary-course transactions with companies where directors (including Perry) are affiliated; Board concluded no material transactions or interests for independent directors. Company matches small charitable contributions under its policy; immaterial relationships noted; independence maintained .

Expertise & Qualifications

• Finance/Capital & Investments: Extensive ratings, credit risk and investment oversight qualifications from Moody’s and fund governance roles .
• Global and risk management: European corporate lending/capital markets; enterprise risk oversight across multiple public boards; deep financial services domain knowledge .
• Leadership: Over 20 years in financial services executive roles; committee chair experience in risk/audit .

Equity Ownership

• Director stock ownership guidelines: Non-employee directors must hold market value of 5x the annual base cash retainer; covered individuals have five years to comply; as of Dec 31, 2024 all non-employee directors were in compliance .
• Hedging/pledging: Company insider trading policy prohibits hedging, pledging, and speculative transactions in Company securities for employees and directors .

Say-on-Pay & Shareholder Feedback

• 2024 say-on-pay support: Approximately 96% of votes cast supported the advisory resolution, per company highlights; Board engages regularly with stockholders .
• 2025 AGM voting outcomes (selected governance items):

Compensation Committee Analysis

• Composition & independence: All members independent; Perry is not on the Compensation & Talent Committee .
• Consultant: Pearl Meyer serves as the independent compensation consultant; committee assessed consultant independence; scope includes executive and director compensation, incentive plan design, market practices .
• Interlocks: No interlocks or insider participation during 2024; no related-person transactions requiring disclosure for committee members .

Governance Assessment

• Strengths: Independent status; Chair of Finance & Risk (ERM focus, capital/liquidity, investments) aligning with her Moody’s/credit background; strong attendance and shareholder support for her re-election; robust director ownership guidelines and hedging/pledging prohibitions signal alignment; majority voting and independent chair structure enhance accountability .
• Potential watch items: Multi-board service increases workload considerations, though AIZ imposes board/audit committee service limits and reviews director commitments annually; age 73 is below AIZ’s retirement policy threshold (no election ≥75), but implies approaching retirement horizon and ongoing refresh expectations . The company’s special meeting right at 25% thresholds may attract governance activism; however 2025 votes show strong support for management’s proposal over 10% .
• No red flags identified: No material related-party exposures; director compensation is standardized, equity is time-vested without performance awards; say-on-pay support robust; Insider policy prohibits pledging/hedging; no option repricing or tax gross-ups in equity plan features .

Overall, Perry’s finance and risk credentials are well matched to AIZ’s Finance & Risk chair role and enterprise risk oversight, with clear independence and strong investor vote signals supporting board effectiveness .