Keith Demmings
ASSURANTAbout Keith Demmings
Keith W. Demmings is President, Chief Executive Officer and Director of Assurant, Inc., serving as CEO since January 1, 2022 and on the Board since January 2022; age 52 as of the 2025 proxy and he serves on no Board committees . Under his leadership, company performance metrics and pay-versus-performance disclosures show rising TSR and profitability: the value of an initial $100 investment rose to $168.12 in 2024 (vs. $138.75 in 2023 and $100.90 in 2022), with GAAP net income of $760.2 million and Adjusted earnings per diluted share of $20.35 in 2024 . Annual incentive metrics emphasize profitability (Adjusted EBITDA, excluding reportable catastrophes, and net earned premiums/fees) and delivered a 1.49 enterprise factor in 2024; his annual cash bonus was $3,580,800 in 2024 . The Board maintains strong governance with a non-executive Chair, independent committees, regular executive sessions and all directors meeting at least a 75% attendance threshold in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Assurant, Inc. | President; Chief Executive Officer | President since 2021; CEO since 2022 | Led long-term strategy definition and profitable growth; enhanced senior team and stakeholder relationships . |
| Assurant, Inc. | EVP & President, Global Lifestyle | 2016–2021 | Drove profitable growth and innovation; Global Lifestyle became largest segment under his leadership . |
| Assurant, Inc. | EVP & President, Global Markets | 2015–2016 | Oversaw global activities across business lines; supported innovation in Connected Living and Automotive . |
| Assurant, Inc. | EVP & President, International | 2013–2015 | Led international expansion and client relationships across regions . |
| Assurant Canada | President & CEO | Prior to 2013 | Led Canadian operations and held multiple executive roles since joining in 1997 . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed; Board Committees: none . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $988,462 | $1,000,000 | $1,161,539 (rate increased to $1,200,000 in Feb 2024) |
| Target Bonus % of Salary | — | 150% | 200% |
| Target Bonus ($) | — | $1,500,000 | $2,400,000 |
| Actual Annual Incentive Paid ($) | $1,230,000 | $2,382,000 | $3,580,800 |
| Stock Awards Grant-Date Fair Value ($) | $5,924,103 | $6,672,937 | $8,634,289 |
| All Other Compensation ($) | $229,716 | $276,087 | $400,663 (Executive LTD $5,841; Exec 401(k) $191,912; 401(k) $20,700; Dividends $182,210) |
The Company discloses that executives have no employment agreements; compensation emphasizes variable pay (CEO 89% variable target in 2024) and includes robust governance features (no tax gross-ups, clawback, double-trigger CIC) .
Performance Compensation
ESTIP (Annual Incentive) Design and Results
| ESTIP Component (FY 2024) | Weight | Threshold | Target | Maximum | Actual | Performance Factor |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (ex-catastrophes) | 50% | $1,240mm | $1,459mm | $1,605mm | $1,569mm | 1.76 |
| Net earned premiums, fees & other income | 30% | $9,581mm | $11,272mm | $12,963mm | $11,424mm | 1.03 |
| Enterprise Financial Performance Factor | — | — | — | — | — | 1.49 |
| NEO | Target Annual Incentive ($) | Financial Component %/$ | Individual Component %/$ | Total ESTIP Paid ($) |
|---|---|---|---|---|
| Keith W. Demmings (FY 2024) | $2,400,000 | 1.49; $2,860,800 | 1.50; $720,000 | $3,580,800 |
| Keith W. Demmings (FY 2023) | $1,500,000 | 1.66; $1,992,000 | 1.30; $390,000 | $2,382,000 |
FY 2024 achievements used for the individual component included strategy definition, team enhancement, financial/operational strength, and stakeholder relationships .
ALTEIP (Long-Term Incentive) Structure
| PSU Metric | Weight | Payout Curve |
|---|---|---|
| Relative TSR vs S&P 500 Index | 50% | 25th percentile=50%; 50th=100%; 75th=150%; 90th=200%; linear interpolation; no payout below 25th |
| Adjusted earnings (ex-catastrophes) per diluted share (3-year cumulative) | 50% | Target and thresholds set for cumulative 3-year performance; payouts capped at 200% |
| Cycle | TSR Percentile | NOI/Adjusted Earnings Result | Average PSU Payout |
|---|---|---|---|
| 2022–2024 (granted 2022) | 77th percentile → 156% payout | $47.89 NOI EPS → 117% payout | 137% of target |
FY 2024 Grants and Vesting
| Award | Grant Date | Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSUs (2024) | 3/16/2024 | 10,764 | $1,950,006 | Equal annual installments over 3 years |
| PSUs (2024; target) | 3/16/2024 | 32,292 | $6,684,283 | 3-year performance; payout 0–200% |
| Annual grant timing | — | — | — | Annual equity awards are granted March 16 each year |
| Stock Vested (FY 2024) | Shares | Value Realized ($) |
|---|---|---|
| RSUs | 12,346 | $2,368,113 |
| PSUs (2021 grant vesting in 2024; 115% of target shares) | 15,264 | $2,723,165 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 68,472 shares; less than 1% of outstanding (50,791,921 shares) as of Feb 14, 2025 |
| RSUs vesting within 60 days (as of Feb 14, 2025) | 10,859 shares included in beneficial ownership disclosure |
| Outstanding Unvested RSUs (12/31/2024) | 2,390 (2022 grant); 9,763 (2023 grant); 10,764 (2024 grant) |
| Outstanding PSU Targets (Unearned; 12/31/2024) | 43,014 (2022 grant); 87,862 (2023 grant); 64,584 (2024 grant) |
| Options | None reported (Option Awards $0) |
| Ownership Guidelines | CEO must hold stock equal to market value of 6× current base salary; 5-year compliance window; until compliant, may sell no more than 50% of net after-tax shares upon vesting; all NEOs and directors in compliance as of 12/31/2024 |
| Hedging/Pledging | Prohibited; no margin accounts or pledging; no short-term/speculative transactions |
Employment Terms
| Scenario (as of 12/31/2024) | Key Economics |
|---|---|
| Involuntary Termination (without cause) | Severance: $1,200,000 (base salary); pro-rata vesting of RSUs/PSUs subject to performance; welfare lump sum $5,935; outplacement $5,900; Executive Pension $48,783; Executive 401(k) $989,675; total estimated $16,147,759 (including long-term equity awards value) |
| Change-in-Control + Qualifying Termination (double trigger, within 2 years) | Cash: 2×(base salary + target ESTIP) = $7,200,000; plus 0.5× target ESTIP ($1,200,000); welfare lump sum $47,591; outplacement $5,900; equity: RSUs vest in full; PSUs vest at greater of pro-rated target or actual performance; Executive Pension $48,783; Executive 401(k) $989,675; total estimated $35,216,302 |
| Death/Disability | Pro-rata equity vesting (subject to performance); total estimated $14,935,924 |
- CIC Agreements: Double-trigger; no excise tax gross-up; restrictive covenants include 1-year non-compete/non-solicit, 2-year non-disparagement, and indefinite confidentiality; termination in anticipation of CIC covered .
- Clawback: SEC-compliant clawback adopted Oct 2, 2023; broader recoupment provisions for misconduct; unpaid and recently paid bonuses may be forfeited/recouped in specified instances .
- Deferred Compensation: ADC Plan participation available; Executive 401(k) contributions equal 6% of eligible compensation above Code limits; benefits payable in lump sum post-termination per Code Section 409A .
- Governance: No employment agreements; no single-trigger vesting; no tax gross-ups; RSU/PSU minimum vesting and clawback apply .
Board Governance
| Attribute | Detail |
|---|---|
| Board Role | Director since January 2022; Board committees: none |
| Chair/Independence | Non-Executive Chair (Elaine D. Rosen); Board and committees are independent; regular executive sessions of independent directors at each meeting |
| Committee Composition | Standing committees: Audit, Compensation & Talent, Finance & Risk, Information Technology, Nominating & Corporate Governance; all chaired by independent directors |
| Attendance | All directors attended at least 75% of combined Board and committee meetings in 2024 |
| Director Compensation | CEO not eligible for director compensation; non-management director compensation disclosed separately |
Compensation Peer Group (adopted for 2025)
| Peer Companies (examples) |
|---|
| Ally Financial (ALLY); Arch Capital (ACGL); Brown & Brown (BRO); CNA Financial (CNA); Fidelity National Financial (FNF); First American (FAF); Franklin Resources (BEN); Markel (MKL); Northern Trust (NTRS); Old Republic (ORI); OneMain (OMF); Principal Financial (PFG); The Hanover (THG); The Hartford (HIG); Voya Financial (VOYA); W. R. Berkley (WRB); Willis Towers Watson (WTW) |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: approximately 96% in 2024; ongoing engagement highlights alignment of compensation metrics with strategic priorities and executive appointments .
Performance Compensation Details
| Metric | Weighting | Targeting Notes |
|---|---|---|
| ESTIP | Adjusted EBITDA 50%; Net earned premiums/fees 30%; Individual component 20% | Metrics unchanged from 2023 and focused on profitable growth; 2024 enterprise factor 1.49 |
| ALTEIP (PSUs/RSUs mix) | 75% PSUs; 25% RSUs | PSU metrics: 50% Relative TSR vs S&P 500; 50% Adjusted earnings per diluted share (ex-catastrophes) over 3-year period; cap at 200% payout |
Equity Ownership & Vesting Schedules
| Award Type | Grant Date | Vesting Schedule |
|---|---|---|
| RSUs | March 16 annually | Equal installments over 3 years |
| PSUs | March 16 annually | Pay out at 0–200% after 3-year period, based on relative TSR and Adjusted earnings per share |
Investment Implications
- High variable pay and PSU-heavy LTI (75% PSUs) align CEO incentives with long-term TSR and earnings per share, supporting shareholder value creation; 2022–2024 PSU cycle paid at 137% on blended metrics, indicating strong execution across market and fundamental drivers .
- Target annual cash incentive increased to 200% of salary in 2024; base salary raised to $1.2 million, reflecting retention and market positioning, but still with robust pay-for-performance structure (enterprise factor 1.49 in 2024) .
- Change-in-control protections are standard double-trigger with meaningful severance (2× salary+target bonus plus 0.5× target ESTIP) and full RSU/target PSU vesting mechanics; governance mitigants include no gross-ups and strict restrictive covenants—suggesting retention under strategic scenarios but reduced windfall risks vs shareholder expectations .
- Alignment is supported by stock ownership guidelines (6× salary), prohibition on hedging/pledging, and compliance status; steady vesting cadence and guideline holding requirements temper near-term selling pressure from vested shares .
- Board independence, non-executive Chair and no committee roles for the CEO mitigate dual-role concerns; attendance and executive sessions reinforce oversight quality, lowering governance risk premiums .