Robert Lonergan
ASSURANTAbout Robert Lonergan
Robert A. Lonergan is Executive Vice President, Chief Marketing and Risk Officer at Assurant (AIZ). He has served in this role since November 2023, after prior roles as EVP, Chief Strategy and Risk Officer (January 2020–November 2023) and EVP, Chief Strategy Officer (from July 2016). He joined Assurant in 2012 and previously worked at Bain & Company, Inc. Lonergan is 48 years old as of February 14, 2025 . His incentive pay is tied to enterprise profitability and growth (Adjusted EBITDA excluding catastrophes, net earned premiums/fees/other income, and individual goals) and long-term PSUs linked 50% to Adjusted earnings per diluted share (ex catastrophes) and 50% to relative TSR vs. S&P 500; in 2024, AIZ’s annual plan achieved a 1.49 enterprise performance factor on these measures .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Assurant | EVP, Chief Marketing and Risk Officer | Nov 2023–present | Oversees marketing and enterprise risk; senior executive on Management Committee . |
| Assurant | EVP, Chief Strategy and Risk Officer | Jan 2020–Nov 2023 | Led strategy and risk; shaped growth priorities . |
| Assurant | EVP, Chief Strategy Officer | Jul 2016–Jan 2020 | Enterprise strategy leadership . |
| Assurant | SVP, Growth and Innovation | Jan 2015–Jul 2016 | Advanced organic/inorganic growth initiatives . |
| Assurant | VP, M&A Sourcing | 2012–Jan 2015 | Sourced acquisitions; built pipeline . |
| Bain & Company, Inc. | Prior employment (role not specified) | Pre‑2012 | Strategy consulting background prior to joining Assurant . |
External Roles
No public company directorships or external board roles disclosed in the proxy biographies for Lonergan .
Fixed Compensation
| Metric | 2022 | 2023 |
|---|---|---|
| Base Salary ($) | 500,000 | 500,000 |
| Target Annual Incentive (% of Salary) | 100% (NEO program) | 100% |
| Target Annual Incentive ($) | 500,000 | 500,000 |
| Actual Annual Incentive Paid ($) | 410,000 | 794,000 |
Performance Compensation
Annual Incentive (ESTIP) – Structure and 2024 Results
- Metrics and weights (unchanged design): Adjusted EBITDA ex catastrophes (50%); Net earned premiums, fees and other income (30%); Individual component (20%) .
- 2024 performance results: Adjusted EBITDA actual $1,569mm vs. $1,459mm target (factor 1.76); Net earned premiums/fees/other income actual $11,424mm vs. $11,272mm target (factor 1.03); Enterprise financial performance factor 1.49 .
| ESTIP Component (2024) | Weight | Threshold | Target | Maximum | Actual | Performance Factor |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ex catastrophes ($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 factor | — | — | — | — | — | 1.49 |
- 2023 individual performance summary for Lonergan: Shaped growth strategy, led critical growth and risk initiatives; enhanced risk management organization and focus .
- 2023 payout calibration example: Lonergan’s actual bonus was $794,000, based on enterprise factor 1.66 and individual component at 1.30x .
Long‑Term Incentives (ALTEIP)
- Mix and cadence: PSUs = 75% of LTI; RSUs = 25%; annual grants on March 16; maximum payout capped at 200% of target .
- PSU metrics and horizon: Three-year performance; for 2023+ awards: 50% Adjusted earnings per diluted share (ex catastrophes) and 50% relative TSR vs. S&P 500 Index .
- RSU vesting: Typically vests in equal annual installments over three years .
Key grants for Lonergan:
- 2023 annual grant: RSU 2,366 ($262,555); PSU target 3,549 ($815,481) .
- 2022 annual target LTI: 210% of salary; PSUs 4,517 ($787,584); RSUs 1,506 ($262,586) .
- 2022 special award: One-time 6,500 PSUs ($1,133,340) recognizing 2021 performance, including M&A impact and COVID response .
| Grant Year | Instrument | Target/Units (#) | Grant‑date Fair Value ($) | Notes |
|---|---|---|---|---|
| 2023 | RSU | 2,366 | 262,555 | Vests over 3 years |
| 2023 | PSU (target) | 3,549 | 815,481 | 3‑yr; 50% Adj. EPS ex cats; 50% relative TSR |
| 2022 | RSU | 1,506 | 262,586 | Vests over 3 years |
| 2022 | PSU (target) | 4,517 | 787,584 | 3‑yr performance |
| 2022 | PSU (one‑time) | 6,500 | 1,133,340 | Special recognition award |
Clawback and recoupment: Company-adopted clawback policy (effective Oct 2, 2023) applies to current/former executive officers for restatements; broader recoupment provisions allow cancelation/repayment in specified misconduct scenarios .
Equity Ownership & Alignment
- Beneficial ownership:
- 13,607 shares as of Feb 14, 2023; <1% of shares outstanding (52,919,741) .
- 15,967 shares as of Feb 14, 2024; <1% of shares outstanding (51,977,634) .
| Date | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Feb 14, 2023 | 13,607 | <1% | Includes RSUs vesting within 60 days: 1,935 |
| Feb 14, 2024 | 15,967 | <1% | Includes RSUs vesting within 60 days: 1,897 |
- Ownership guidelines: CEO 6x salary; other executive officers 3x salary; 5-year compliance window; until met, generally cannot sell >50% of net after-tax shares from vesting; all NEOs in compliance as of Dec 31, 2023 .
- Hedging/pledging: Insider Trading Policy prohibits hedging, shorting, and pledging or margining Company stock for Covered Persons (directors, officers, employees) .
- Timing/vesting cadence: Annual equity grants occur March 16; RSUs vest on three-year schedules, PSUs settle after three-year performance periods .
Employment Terms
- Change-in-control (CIC) structure: Double-trigger required; upon CIC plus termination without cause/for good reason within 2 years, RSUs vest in full; PSUs vest at greater of target (pro‑rated) or actual performance attainable; death/disability and retirement treatments provide pro‑rated or full settlement per plan; involuntary termination without cause leads to pro‑rated vesting (subject to PSU performance) .
- No excise tax gross‑ups on CIC; no single-trigger vesting .
Potential payments upon termination/CIC (disclosed point-in-time estimates):
| Scenario (as of date) | STIP ($) | Long‑Term Equity ($) | Executive Pension Plan ($) | Executive 401(k) Plan ($) | Welfare Lump Sum ($) | Severance ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| Voluntary (12/31/2022) | — | — | 14,550 | 279,507 | — | — | — | 294,057 |
| Involuntary w/o cause (12/31/2022) | — | 1,879,277 | 14,550 | 279,507 | 5,721 | 500,000 | 7,000 | 2,686,055 |
| CIC (12/31/2022) | 250,000 | 3,433,272 | 14,550 | 279,507 | 40,548 | 2,000,000 | 7,000 | 6,024,877 |
| Death (12/31/2022) | — | 1,879,277 | 14,550 | 279,507 | — | — | — | 2,173,334 |
| Disability (12/31/2022) | — | 1,879,277 | 14,550 | 279,507 | — | — | — | 2,173,334 |
| Voluntary (12/31/2023) | — | — | 14,550 | 369,144 | — | — | — | 383,694 |
| Involuntary w/o cause (12/31/2023) | — | 2,601,486 | 14,550 | 369,144 | 5,900 | 500,000 | 7,000 | 3,498,080 |
| CIC (12/31/2023) | 250,000 | 4,641,900 | 14,550 | 369,144 | 41,205 | 2,000,000 | 7,000 | 7,323,798 |
| Death (12/31/2023) | — | 2,601,486 | 14,550 | 369,144 | — | — | — | 2,985,180 |
| Disability (12/31/2023) | — | 2,601,486 | 14,550 | 369,144 | — | — | — | 2,985,180 |
Notes: CIC agreements are double‑trigger; equity vesting treatment and severance payments follow ALTEIP and CIC agreement terms; welfare lump sum and outplacement are standard elements in the disclosed tables .
Compensation Structure Analysis
- Variable pay emphasis: In 2024, 79% of average NEO target comp was variable (CEO 89%); PSUs represented 75% of LTI; max payouts capped at 200% and zero below minimums, evidencing strong pay‑for‑performance design .
- Governance and risk controls: Robust clawback and extended recoupment, plus strict insider trading policy banning hedging/pledging and short‑term/speculative transactions .
- Ownership alignment: Executive ownership guidelines (3x salary for other executive officers) with holding requirements until compliant; all NEOs in compliance as of year‑end 2023 .
- Peer benchmarking: Compensation and Talent Committee adopted a formal peer group for 2025 to ensure market‑aligned pay practices .
- Shareholder support: Say‑on‑pay support of approximately 96% in 2024 .
Risk Indicators & Red Flags
- No pledging/hedging permitted under policy; no single‑trigger CIC; no excise tax gross‑ups on CIC; no stock option repricing (and no option awards disclosed for NEOs) .
- Clawback policy updated to comply with SEC rules and extended misconduct recoupment provisions .
- Equity award timing fixed (March 16), reducing timing concerns around MNPI .
Investment Implications
- Alignment: Lonergan’s incentives are tightly linked to profitability (Adjusted EBITDA) and growth (net earned premiums/fees), with multi‑year PSUs tied to Adjusted EPS and relative TSR, supporting alignment with shareholder outcomes .
- Retention/overhang: Multi‑year PSU cycles and three‑year RSU vesting, combined with double‑trigger CIC protections and meaningful potential CIC severance ($7.3m total as of 12/31/23 scenario), support retention but create event‑driven payout sensitivity .
- Trading pressure: Annual grant date (March 16) and three‑year RSU vesting cadence could cluster vesting-related liquidity, though selling is constrained until ownership guidelines are met; hedging/pledging prohibitions further mitigate misalignment risks .
- Governance backdrop: Strong say‑on‑pay support (96% in 2024) and adoption of a formal peer group in 2025 indicate stable compensation governance, lowering headline risk around pay practices .