Paul Reilly
ASSURANTAbout Paul J. Reilly
Paul J. Reilly (age 68) is an independent director of Assurant, Inc., serving since June 2011. He chairs the Audit Committee and is a member of the Compensation and Talent Committee; the Board has designated him an “audit committee financial expert.” Reilly is a CPA and former CFO with deep finance, capital markets, and global operations experience in public companies.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arrow Electronics, Inc. | Executive Vice President | 2016–2017 | Senior leadership across finance/operations; capital structure and M&A oversight |
| Arrow Electronics, Inc. | EVP, Finance & Operations and Chief Financial Officer | 2001–2016 | 15-year CFO; led capital structure strategy, extensive transaction execution |
| Arrow Electronics, Inc. | Various financial roles | 1991–2001 | Progressively senior finance roles |
| KPMG Peat Marwick | Certified Public Accountant, Business Assurance | 1979–1991 | 12 years in public accounting; CPA credential |
External Roles
| Organization | Role | Tenure | Committee Positions |
|---|---|---|---|
| CMC Materials, Inc. (f/k/a Cabot Microelectronics) | Director | 2017–2022 | Audit Committee Chair; Compensation Committee Member |
| comScore, Inc. | Director | 2017–2019 | Audit Committee Chair |
Interlocks and conflicts: The proxy states no compensation committee interlocks or insider participation for 2024; Board independence review found ordinary-course relationships immaterial and directors (including Reilly) independent.
Board Governance
- Committee assignments: Audit (Chair); Compensation and Talent (Member). Reilly is designated an Audit Committee Financial Expert.
- Independence: The Board determined Reilly is independent under NYSE and SEC criteria.
- Attendance: All directors attended at least 75% of combined Board and committee meetings in 2024 and attended the 2024 Annual Meeting; Board held 8 meetings, Audit 11, Compensation and Talent 6.
- Executive sessions: Independent directors hold regular executive sessions at Board and committee meetings.
- Director service limits: No independent director may serve on >4 public company boards; Audit Committee members limited to ≤3 audit committees absent Board determination.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees (retainer + chair fees) | $140,000 | Standard annual retainer $110,000; Audit Chair premium $30,000 |
| Equity grant (RSUs) | $160,034 | Directors receive $160,000 in RSUs each year; vests over 3 years; settlement deferred until Board separation |
| All other compensation | $10,000 | Primarily Assurant Foundation matching/other minor items |
| Total | $310,034 |
Program features: Annual cash retainer $110,000; Committee chair retainers—Audit $30,000; Compensation & Talent $25,000; Finance & Risk $25,000; IT $20,000; Nominating & Corporate Governance $20,000. RSUs vest in three equal annual installments; dividend equivalents accumulate and pay in cash upon separation; change-in-control vests RSUs in full; settlement deferred until separation.
Performance Compensation
Assurant’s NEO incentive metrics (overseen by the Compensation and Talent Committee, where Reilly is a member) emphasize pay-for-performance through annual cash ESTIP and long-term PSUs/RSUs under ALTEIP.
| ESTIP Metric (2024) | Weight | Threshold | Target | Maximum | Actual | Performance Factor |
|---|---|---|---|---|---|---|
| Adjusted EBITDA (ex-catastrophes) ($mm) | 50% | $1,240 | $1,459 | $1,605 | $1,569 | 1.76 |
| Net earned premiums, fees & other income ($mm) | 30% | $9,581 | $11,272 | $12,963 | $11,424 | 1.03 |
| Enterprise Financial Performance Factor | 1.49 |
| ALTEIP Metric (PSUs) | Weight | Measurement | Notes |
|---|---|---|---|
| Relative TSR vs S&P 500 | 50% | 3-year cumulative | Above-target payout only if >50th percentile; max at ≥90th percentile |
| Adjusted earnings per diluted share (ex-catastrophes) | 50% | 3-year cumulative | Threshold-to-max with linear interpolation; cap at 200% |
PSU outcomes for 2022–2024 cycle: Relative TSR at 77th percentile → 156% payout; NOI EPS cumulative $47.89 → 117% payout; average PSU payout 137% of target.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond AIZ |
| Prior public company boards | CMC Materials (2017–2022); comScore (2017–2019) |
| Committee interlocks | None; proxy reports no compensation committee interlocks/insider participation in 2024 |
| Related-party transactions | None requiring disclosure in 2024; ordinary-course relationships immaterial; directors independent |
Expertise & Qualifications
- Finance, capital, and investments: 15 years as CFO of Arrow; extensive capital structure and M&A execution; CPA with 12 years in public accounting.
- Governance: Significant public board service, including committee leadership.
- Risk management: CFO and director experience in risk evaluation and management; audit committee leadership.
- Global operations: Oversight of Asia/Pacific operations at public supplier; global logistics/quality control exposure.
- Audit Committee Financial Expert: Board-designated financial expert on Assurant’s Audit Committee.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficially owned shares | 18,541 | Less than 1% of class |
| Ownership as % of shares outstanding | ~0.0365% | 18,541 / 50,791,921 shares outstanding |
| RSUs vesting within 60 days (incl. vested RSUs counted for beneficial ownership) | 14,107 | Settlement deferred until separation from the Board |
| Unvested RSUs outstanding (as of 12/31/2024) | 2,065 | Standard director annual grants |
| Director stock ownership guideline | 5x annual cash retainer; all non-employee directors compliant as of 12/31/2024 |
Hedging/pledging: Insider Trading Policy prohibits hedging, pledging, short sales, and speculative transactions in Assurant securities.
Governance Assessment
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Strengths
- Audit Committee chair and financial expert brings rigorous oversight of financial reporting, internal controls, and auditor independence; Audit Committee issued formal report and pre-approves all audit/non-audit services.
- Independent director with long tenure and deep finance background; independence formally affirmed.
- High shareholder support for executive pay (≈96% in 2024), supporting committee credibility on pay design.
- Robust governance practices—regular executive sessions, majority voting with resignation policy, proxy access, board service limits.
- Compensation oversight aligned to performance (ESTIP/ALTEIP metrics and caps), clawback policy implemented under SEC rules and broader recoupment triggers.
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Watch items / potential conflicts
- Long tenure (14 years) can invite questions on refreshment; Board indicates continued refreshment and skill matrix evolution.
- Prior external board roles in industries adjacent to Assurant’s risk profile; independence review found ordinary-course relationships immaterial.
- Director equity settles at separation; while aligned, deferred settlement creates accumulated RSU balances—ensure no pledging/hedging in light of policy (policy prohibits).
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Signals for investor confidence
- Strong audit oversight, clearly articulated auditor independence procedures, and transparent fee disclosures.
- No related-person transactions requiring disclosure; comprehensive policy for reviewing such transactions.
- Active shareholder rights evolution (Board proposal to enable special meetings at 25% threshold, while recommending against 10% proposal), demonstrating engagement with governance trends.