Assurant 2005 Annual Report Download - page 35

other things, Board membership criteria, nominees for election as directors, membership of the committees of the Board and matters relating to
the performance, diversity and independence of Board members. The Nominating Committee considers candidates for the Board of Directors
suggested by its members and other Board members, with input from the Chief Executive Officer. The Nominating Committee is authorized to
and has in the past year retained a third-party executive search firm to identify candidates to be considered by the Nominating Committee for
Board membership. The Nominating Committee will consider candidates for the Board that are recommended by our stockholders, as further
discussed above under “Corporate Governance — Consideration of Stockholder Candidates and Selection Criteria.” The Nominating
Committee oversees and approves the management continuity and succession process. The Nominating Committee also works with our legal
department to conduct an annual independence analysis and evaluation of the Board and its committees. The Nominating Committee completed
these annual processes in March 2005. The Nominating Committee consists of Dr. Blendon, Ms. Mayes, and Dr. Palms, all of whom the Board
of Directors has determined to be independent as required and defined by the NYSE. The chairman of the Nominating Committee is Dr. Palms.
The Nominating Committee held five meetings in 2004.
The charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee also are
available on our website at www.assurant.com .
Director Compensation
The Assurant Directors Compensation Plan provides for payment of an annual retainer to non- management directors of $35,000, payable
in cash quarterly. Additional annual retainers will be paid to the Chairman of the Board and committee members and chairpersons as follows:
Chairman of the Board: $7,500; Audit Committee: member $3,750, chairperson $7,500; Compensation Committee: member $2,500,
chairperson $5,000; Corporate Governance and Nominating Committee: member $2,500, chairperson $5,000; Executive Committee: none.
Annual service for this purpose relates to the approximate 12-month periods between annual meetings of our stockholders. A prorated retainer
will be paid to any person who becomes a non-employee director other than by election at an annual meeting. The Directors Compensation
Plan also provides for the payment of participation fees of $2,000 for each Board, Committee or Working Group meeting attended and $500 for
each Board, Committee or Working Group conference call, but not more than one fee for meetings or conference calls held on the same day.
The Chairman of the Board or chairperson of a Committee may authorize the full meeting fee to be payable with respect to any extended
conference call or any other special off-site meeting required as part of a director’s service. The Directors Compensation Plan also provides for
reasonable reimbursement of travel expenses in connection with attending meetings of our Board and its Committees, and other Company
functions where the director’s attendance is requested by our Chief Executive Officer. A participant may elect to have any cash amounts
payable under the Directors Compensation Plan transferred to the Assurant Deferred Compensation Plan.
In addition to cash compensation, the Directors Compensation Plan provides that each non-employee director will receive, on the later of
the effective date of the Directors Compensation Plan or the first date he or she becomes a non-
employee director, an initial award of (1) shares
of our Common Stock having a grant date value equal to the normal (non-prorated) annual cash retainer amount received for serving as a
director for the year, excluding any retainer related to a committee member or chairperson assignment, and (2) stock appreciation rights with
respect to an equal number of shares of Common Stock. On the day following each annual meeting of our stockholders, beginning with the
2005 Annual Meeting, each non-employee director then in office, other than a director who first became a non-employee director at the
stockholders meeting held on the previous day, will receive (1) an award of shares of Common Stock having a grant date value equal to the
director’
s annual cash retainer for such year, excluding any retainer earned by the director as a committee member or chair, and (2) an award of
stock appreciation rights with respect to an equal number of shares of Common Stock. In no event will a director receive both an initial award
and an annual award of shares of Common Stock and stock appreciation rights for the same year of service. The stock appreciation rights
granted under the Directors Compensation Plan will have a base value equal to the fair market value of our Common Stock on the date of grant.
Upon exercise of a stock appreciation right, a director will receive a cash payment equal to the excess, if any, of the fair market value of one
share of our Common Stock on the date of
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