Kevin Warren
ASSURANTAbout Kevin Warren
Kevin M. Warren (age 62) is an independent director of Assurant, Inc. (AIZ), appointed effective January 15, 2025, and currently serves on the Compensation and Talent Committee . He brings deep commercial leadership from global logistics and customer experience roles at UPS and prior senior commercial roles at Xerox, alongside current public company board experience (Audit Chair at Fiserv) and prior service at Illinois Tool Works . The Board has affirmatively determined Mr. Warren is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Parcel Service (UPS) | EVP & Chief Marketing and Customer Experience Officer; EVP & Chief Marketing Officer | 2018–2024 | Oversight of enterprise marketing, customer experience, digital enablement; global growth focus |
| Xerox Corporation | EVP & Chief Commercial Officer; President of multiple business groups; Strategic Growth Initiatives lead | 2017–2018; 1984–2017 (various) | Revenue growth, forecasting, pricing; commercial leadership across sectors |
External Roles
| Organization | Role | Tenure | Committee Roles / Notes |
|---|---|---|---|
| Fiserv, Inc. | Director | Since Nov 2020 | Audit Committee Chair; Talent & Compensation Committee Member |
| Illinois Tool Works Inc. | Director (prior) | 2010–2021 | — |
| Georgetown University | Director; Executive Committee Member; Chair, Committee on Athletics | Not disclosed | Non-profit governance leadership |
| International Tennis Hall of Fame | Member, Board of Governors | Not disclosed | Non-profit governance |
| Black Executive CMO Alliance | Founding Member | Not disclosed | Industry leadership network |
| Executive Leadership Council | Member | Not disclosed | Senior executive network |
Board Governance
- Independence and roles: Independent director; member, Compensation & Talent Committee; Board chaired by Independent Chair (Elaine D. Rosen). All Board committees are 100% independent .
- Committee focus relevant to Warren’s role: Compensation & Talent oversees CEO/executive pay, succession planning, culture and pay equity; engages independent consultant (Pearl Meyer); Warren is listed among committee members in the 2025 CD&A section .
- Attendance and meeting cadence (Board-level): All directors attended at least 75% of combined Board and committee meetings in 2024; executive sessions of independent directors are held generally at each Board and committee meeting .
| Body | 2024 Meetings |
|---|---|
| Board | 8 |
| Audit Committee | 11 |
| Compensation & Talent Committee | 6 |
| Finance & Risk Committee | 5 |
| Information Technology Committee | 4 |
| Nominating & Corporate Governance Committee | 5 |
- Service limits: Independent directors capped at four public company boards; Audit Committee members capped at three audit committees unless Board approves; pre-approval required before joining other boards .
Fixed Compensation (Director)
| Component | Amount/Terms |
|---|---|
| Annual cash retainer (non‑management directors) | $110,000 (paid quarterly) |
| Chair of the Board retainer | $200,000 |
| Committee Chair retainers | Audit $30,000; Compensation & Talent $25,000; Finance & Risk $25,000; IT $20,000; Nominating & Corporate Governance $20,000 |
| Reimbursement | Reasonable travel expenses; optional deferral via ADC Plan (no company contributions or preferential earnings) |
Note: Kevin Warren joined in January 2025; his 2024 director compensation is not applicable and 2025 director compensation will be disclosed in the next proxy .
Performance Compensation (Director Equity)
| Element | Grant Value | Vesting & Settlement | Other Terms |
|---|---|---|---|
| Initial RSU award (new directors) | $160,000 FMV on grant date (not granted if next annual meeting is within 4 months of appointment) | Vests in 3 equal annual installments; settlement deferred until separation from the Board | Dividend equivalents accrue during vesting and paid in cash upon separation |
| Annual RSU award (each year) | $160,000 FMV on grant date (granted day after annual meeting) | Same as above | Annual non‑employee director equity cap $750,000 ($850,000 extraordinary) |
Ownership alignment: Directors must hold shares equal to 5× annual cash retainer within 5 years; eligible holdings include common shares and RSUs (vested/unvested); PSUs do not count; until guidelines met, sale of more than 50% of net shares from vesting is restricted .
Other Directorships & Interlocks
| Company | Relationship to AIZ | Notes |
|---|---|---|
| Fiserv, Inc. | Potential ordinary‑course counterparty or investment exposure | Company independence review noted immaterial ordinary course relationships; AIZ owns immaterial amounts of publicly‑traded bonds of companies where Warren is an officer/director; Board concluded no material interest and maintained independence determinations |
| Illinois Tool Works (prior) | None current | Historical service; no related transactions disclosed |
No related‑person transactions requiring disclosure in 2024; policy requires committee review of any ≥$120,000 related‑person transaction .
Expertise & Qualifications
- Corporate governance & sustainability: Significant Fortune 250 board experience; founder in executive marketing alliances; engagement leadership .
- Finance/commercial: Revenue growth accountability, business planning, forecasting, pricing; oversight of ERM/internal controls .
- Industry/operations: Logistics and supply chain management; global market expansion .
- Technology/digital: Oversight of technologies that improve customer service and experiences; digital enablement/e‑commerce .
- Consumer focus: Customer experience leadership and brand growth .
Equity Ownership
| Holder | Beneficial Ownership (as of Feb 14, 2025) | % of Class |
|---|---|---|
| Kevin M. Warren | — (no reported beneficial ownership) | <1% |
Director/Executive stock ownership guidelines: 5× retainer for directors; 6× salary for CEO; 3× salary for other executive officers; five‑year compliance window; no hedging or pledging allowed under Insider Trading Policy .
Governance Assessment
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Positive signals:
- Independence affirmed; committees 100% independent; strong governance framework (majority voting, proxy access, regular executive sessions) supports accountability .
- Service on Compensation & Talent Committee adds relevant oversight on pay‑for‑performance, succession, culture, and pay equity with independent consultant engagement (Pearl Meyer) .
- Robust director ownership guidelines and prohibition on hedging/pledging strengthen alignment; no related‑party transactions requiring disclosure .
- High say‑on‑pay support (≈96%) suggests investor confidence in compensation governance, indirectly supporting committee oversight .
-
Watch items / potential conflicts:
- External commitments include Audit Committee Chair at Fiserv; while within AIZ service limits, monitor time commitments and any evolving business ties; company independence review noted only immaterial relationships and maintained independence .
- New director tenure implies limited AIZ ownership to date (no reported beneficial ownership as of Feb 14, 2025); monitor ownership accumulation toward 5× retainer guideline .
Overall, Warren’s consumer‑centric, digital, and global operations background complements AIZ’s strategy, and his committee placement on Compensation & Talent is aligned with key governance levers. Independence confirmations and absence of related‑party transactions mitigate conflict risk; ongoing monitoring of external board workload and ownership guideline progress is prudent .