Elaine Rosen
ASSURANTAbout Elaine D. Rosen
Elaine D. Rosen is Assurant’s independent Non‑Executive Chair of the Board (since November 2010) and director (since February 2009), age 72, with 16 years of board tenure and deep insurance operating and financial leadership experience; she chairs the Nominating & Corporate Governance Committee . Her background includes executive roles at UNUM/Provident and UNUM Life, plus significant nonprofit board leadership (Kresge Foundation chair) and investment committee service, underpinning her governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UNUM/Provident Corporation | Executive Vice President | 1999–2001 | Oversight of insurance financial functions; divisional CFO experience |
| UNUM Life Insurance Company of America | President | 1997–1999 | Led U.S. life insurer operations |
| UNUM | Various positions | 1975–1997 | Progressive leadership across finance/operations |
| The Kresge Foundation | Board Chair | 2004–2022 | Led board through transformation and asset growth |
| Preble Street | Board Chair | Not disclosed | Community leadership |
| Foundation for Maine’s Community Colleges | Founding Trustee; Governance Chair; Executive Committee Member | Not disclosed | Governance leadership |
| University of New England | Investment Committee Member | Not disclosed | Investment oversight |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Kforce Inc. | Director; Lead Independent Director; Corporate Governance Committee Chair; Compensation Committee Member | Since 2003 | Governance and compensation oversight |
Board Governance
- Independent Board Chair; all board committees are 100% independent; Rosen chairs executive sessions of independent directors as presiding director .
- Committee leadership: Nominating & Corporate Governance Committee Chair; Board chair responsibilities since 2010 .
- Independence: Board affirmatively determined Rosen is independent under NYSE/SEC standards; all committee members independent .
- Attendance and engagement: All directors attended at least 75% of combined Board/committee meetings in 2024; Board held 8 meetings; committees met Audit 11, Compensation & Talent 6, Finance & Risk 5, IT 4, Nominating & Corporate Governance 5; all directors attended the 2024 Annual Meeting .
- Stockholder engagement: Chair joined engagement with top institutional investors; outreach covered holders of >30% of outstanding shares .
- Board service limits: Independent directors capped at four public company boards; audit committee members capped at three audit committees (absent board approval) .
- Special meeting rights posture: Board proposes stockholder right to call special meetings at a 25% ownership threshold (management proposal); recommends against a 10% threshold stockholder proposal .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual director cash retainer | 110,000 | Standard non‑management director annual retainer |
| Board Chair cash retainer (additional) | 200,000 | Chair of the Board premium |
| Nominating & Corporate Governance Chair fee | 20,000 | Committee chair annual fee |
| Fees earned or paid in cash | 323,889 | Includes Q1 2024 retainers paid in Dec 2023 |
| RSU grant (annual director equity) | 160,034 | Grant valued at fair value on grant; directors receive $160k RSUs annually (initial grant and post‑AGM grants) |
| All other compensation | 3,000 | Matching gifts and similar program amounts |
| Total 2024 director compensation | 486,923 | Sum of cash, equity, other |
Key terms: Director RSUs vest in three equal annual installments; settlement is deferred until separation from the Board; dividend equivalents accumulate and are paid in cash upon separation; annual equity grant is $160,000 for non‑employee directors .
Performance Compensation
| Incentive Metric/Plan | Weight | Vesting/Measurement | Disclosure |
|---|---|---|---|
| Performance‑conditioned director pay | — | — | None; director equity is time‑vested RSUs, not performance‑based |
| Hedging/pledging policy | — | — | Prohibits director hedging, pledging, and speculative transactions; robust insider trading policy |
| Annual equity cap | — | — | Max total director comp under ALTEIP per year limited to $750k ($850k extraordinary circumstances) |
Other Directorships & Interlocks
| Company | Relationship to AIZ | Potential Interlock/Transaction Exposure |
|---|---|---|
| Kforce Inc. | Unrelated staffing firm; Rosen serves as LID and committee chair/member | Board’s independence review found ordinary course transactions with companies where certain directors are affiliated immaterial; no related‑person transactions requiring disclosure in 2024 |
Expertise & Qualifications
- Corporate governance & sustainability: Extensive public/private board service; led large foundation through transformation .
- Finance, capital & investments: Fortune 100 insurance executive; divisional CFO oversight; investment committee experience .
- Industry: >25 years in insurance; risk evaluation and management expertise .
- Global: Served as director of a European company .
- Leadership: Seasoned board and executive leader; frequent speaker on leadership .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 24,072 | As of Feb 14, 2025 |
| Ownership % of outstanding | <1% | Less than one percent of class (*) |
| RSUs vested/vestable within 60 days | 14,107 | Settlement deferred until separation |
| Stock ownership guideline | 5x annual base cash retainer (market value) | Non‑employee director guideline |
| Compliance status | In compliance as of Dec 31, 2024 (considering transition periods) | All non‑employee directors in compliance |
| Hedging/pledging | Prohibited | Insider Trading Policy for directors/employees |
Governance Assessment
- Strengths: Independent Board Chair with deep insurance and finance background; chairs Nominating & Corporate Governance; robust independence, executive sessions, and board service limits; strong engagement (Chair participates); no related‑party transactions; prohibition on hedging/pledging; clear stock ownership guidelines with compliance .
- Alignment: Director pay mix balances cash retainers with time‑vested RSUs; deferred settlement and accumulated dividend equivalents support long‑term alignment; ownership of 24,072 shares and significant RSUs indicate skin‑in‑the‑game .
- Attendance and effectiveness: All directors met at least 75% attendance in 2024 across a robust cadence of board and committee meetings; Rosen presides executive sessions, enhancing independent oversight .
- Watch items: Board recommends a 25% threshold for stockholder special meeting rights versus a 10% proposal (management’s view on balancing costs and shareholder rights); governance outlook will depend on investor reception and any by‑law adoption details .
- Shareholder confidence signals: 2024 say‑on‑pay received ~96% approval; strong pay‑for‑performance program and clawback governance (executive program) underpin broader governance quality .