Elaine D. Rosen
About Elaine D. Rosen
Elaine D. Rosen is an independent director at Kforce Inc. (KFRC), currently serving as Lead Independent Director and Chair of the Corporate Governance Committee, and a member of the Compensation Committee. She is 72 and has served on Kforce’s board since 2003; her current Class I term is up for shareholder vote in 2025 for a new term expiring in 2028. She is also the non‑executive Chair of Assurant, Inc. (AIZ) and previously served as President of Unum Life Insurance Company of America. She is classified as independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Unum Life Insurance Company of America | Various roles including President | 1975–Mar 2001 | Senior insurance executive leadership experience; compensation/governance expertise later leveraged as public company chair and Kforce LID |
| The Kresge Foundation | Chair of the Board | Jan 2007–Jun 2022 | Led one of the largest private foundations; significant governance leadership |
| Downeast Energy Corp. (private) | Director | 2003–Apr 2012 (through sale) | Board oversight at privately held operating company |
| Elmina B. Sewall Foundation | Director | 2008–2012 | Non‑profit board service |
| Preble Street (non‑profit) | Past Chair of the Board | Not disclosed | Community/homeless services governance |
| Foundation for Maine’s Community Colleges | Trustee | Since 2008 | Education-focused governance |
External Roles
| Organization | Public/Private | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Assurant, Inc. (NYSE: AIZ) | Public | Director; non‑executive Chair | Director since Mar 2009; Chair since Nov 2010 | Board leadership; governance and compensation expertise |
| Kforce Inc. (NASDAQ: KFRC) | Public | Lead Independent Director; Director (Class I) | Director since 2003; nominated for term ending 2028 | Corporate Governance Chair; Compensation Committee member |
Board Governance
- Roles and independence: Lead Independent Director; independent under NYSE standards; chairs Corporate Governance; member of Compensation. As LID, serves as liaison to the Chair/management, presides in the Chair’s absence, and assists with CEO performance/succession oversight.
- Committee assignments and cadence:
- Corporate Governance Committee: Chair; focused on independent director executive sessions, ethics/governance (including ESG), and annual evaluations; 4 meetings in 2024.
- Compensation Committee: Member; 5 meetings in 2024.
- Attendance: In 2024 the Board held 5 meetings; each director attended 100% of Board meetings. Committee attendance was 100% for all directors on their committees, except one director who attended 75% of Nomination Committee meetings (Rosen is not on Nomination). Two directors attended the April 24, 2024 annual meeting.
- Time commitments policy: Non‑employee directors limited to four public-company boards (including Kforce); all directors are compliant.
- Risk oversight: Audit Committee oversees ERM, cybersecurity, data privacy and AI/ESG disclosures; committee chairs report quarterly to the Board; Corporate Governance oversees ethical standards and governance practices.
Fixed Compensation (Director)
| Year | Cash Fees (Total) | Notes |
|---|---|---|
| 2024 | $135,000 | Aggregate of board/committee retainers, service fees, LID premium; see fee schedule below |
| Fee Schedule (2024) | Board retainer: Other Directors $45,000; Board service fees for Other Directors $20,000; Lead Independent Director $40,000; Committee retainer: each Committee Chair $15,000; Committee service fees for each Committee Chair and Member $15,000 | Structure applicable to non‑employee directors; amounts are components of total fees |
Attendance and engagement are supported by structured executive sessions of independent directors via the Corporate Governance Committee chaired by Rosen.
Performance Compensation (Director Equity)
| Grant Date | Award Type | Shares | Grant-Date Fair Value | Vesting | Dividend Equivalents |
|---|---|---|---|---|---|
| Apr 26, 2024 | Restricted Stock | 2,183 | $139,996 | Vests Apr 25, 2025 | Dividend equivalents credited as additional restricted stock |
| Unvested RS as of Dec 31, 2024 | Restricted Stock | 2,224 | — | Unvested balance year-end (includes dividend equivalents) | — |
- 2024 “All Other Compensation” reflects dividend equivalents credited on unvested equity: $46,835.
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Assurant, Inc. (AIZ): Director since 2009; non‑executive Chair since 2010 |
| Committee interlocks | None. Kforce’s Compensation Committee (includes Rosen) had no interlocks; no relationships requiring Item 404 disclosure. |
| Related-party transactions | None requiring disclosure for year ended Dec 31, 2024. |
Expertise & Qualifications
- Senior operating experience in insurance (former President, Unum Life), and extensive board leadership as non‑executive Chair at AIZ; deep governance and executive compensation expertise; prior service as Kforce Compensation Committee Chair.
- Governance leadership at large private foundation (Kresge), and multiple non‑profit boards; aligns with Corporate Governance Committee chair role at Kforce.
Equity Ownership
| Holder | Beneficially Owned Shares | Deferred RSUs | Unvested RS (12/31/24) | % of Shares Outstanding | Pledging/Hedging |
|---|---|---|---|---|---|
| Elaine D. Rosen | 13,836 | 31,911 | 2,224 | <1% | Hedging and pledging prohibited; no director pledging reported in 2024 |
- Ownership guidelines: Directors must hold 4x annual board fees; all directors were in compliance as of the proxy filing.
- Section 16 compliance: All directors and officers met Section 16(a) reporting obligations (no delinquencies noted).
Governance Assessment
- Strengths
- Independent leadership and oversight: Lead Independent Director role with defined responsibilities; chairs governance; member of compensation committee; promotes robust independent oversight and executive sessions.
- Engagement and attendance: 100% Board attendance across all directors; committee attendance strong, with only one Nomination Committee exception not involving Rosen.
- Alignment and risk controls: Director equity grants with one‑year vesting and dividend equivalents; anti‑hedging/pledging policy with no pledges; director ownership guidelines met; clawback policy (executives) and strong ERM/cyber oversight.
- No conflicts/interlocks: No related‑party transactions and no compensation committee interlocks.
- Potential watch‑items
- External commitments: Non‑executive Chair at Assurant (AIZ) plus Kforce duties; within Kforce’s board‑limit policy, but investors should continue monitoring any business dealings (none disclosed) or time‑commitment pressures.
- Director pay structure: Mix balanced between cash ($135k) and equity ($139,996) in 2024; total director pay for Rosen $321,831 including dividend equivalents; investors may track YoY changes as part of alignment analysis.
Director Compensation Mix (2024)
| Component | Amount | Mix of Total |
|---|---|---|
| Cash fees | $135,000 | 42% (of $321,831 total) |
| Stock award (RS) | $139,996 | 43% |
| Dividend equivalents (all other) | $46,835 | 15% |
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) compliance | All directors/officers timely met reporting obligations (no delinquencies). |
| Hedging/Pledging policy | Hedging/short sales prohibited; pledging/margin accounts prohibited absent pre‑approval; no pledging by directors/officers in 2024. |
Appendix: Committee Snapshot (Rosen)
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Corporate Governance | Chair | 4 | Independent director forum; ethics/governance oversight (including ESG); board/CEO evaluations. |
| Compensation | Member | 5 | Executive/board compensation framework; independent consultant (Pay Governance) retained; no interlocks. |
Board meetings held in 2024: 5. Each director attended 100% of Board meetings.