(Domestic Companies Only)
AllMassachusetts domestic insurance companies are required to file this exhibit with the Massachusetts Division of Insurance as part of their Annual Statement filing to doi.domestic.companies@mass.gov. Each domestic insurer shall file the most recent version of the exhibit, as provided by the National Association of Insurance Commissioner: Supplemental Compensation Exhibit
Compensation shall consist of any and all remuneration paid to or on behalf of an officer, employee, or director covered by this requirement, including, but not limited to, wages, salaries, bonuses, commissions, stock grants, and gains from the exercise of stock options, and any other emolument.
The reporting insurer shall provide a narrative description of any material factors necessary to gain an understanding of the information disclosed in the tables in Part 4.
Instructions specific to “Part 1 – Interrogatories”:
Question 1 – If there is an allocation to each insurer within the group, provide a description of the allocation methodology on the exhibit.
Question 2 – If the answer is “Yes’, provide the commission as part of “All Other Compensation” reported in Column 5 of Part 2, or Column 3 of Part 3 on the exhibit.
Question 3 – If the answer is “Yes”, provide a description of any salary, compensation or emolument that will extend beyond a period of 12 months of the date of the agreement on the exhibit.
Instructions specific to “Part 2 – Officers and Employees Compensation”:
The reporting insurer shall provide compensation information of:
- The individual acting as the principal executive officer or acting in a similar capacity during the last completed fiscal year;
- The individual acting as the principal financial officer or acting in a similar capacity during the last completed fiscal year;
- The next three most highly compensated other officers of the company who were serving as executive officers at the end of the last completed fiscal year;
- The next five most highly compensated employees of the company whose individual pre-allocation total compensation exceeds $100,000. Any former officer or employee whose total compensation meet this criterion shall be included on this exhibit, even if such officer of employee was not an officer or employee of the company at year-end. Any former officers or employees included on the exhibit shall be identified as “Former”.
Definitions. For purposes of this disclosure:
- The term “stock” means instruments such as common stock, restricted stock, restricted stock units, phantom stock, phantom stock units, common stock equivalent units or any similar instruments that do not have option-like features, and the term option means instruments such as stock options, stock appreciation rights and similar instruments with option-like features. The term stock appreciation rights (SARs) refers to SARs payable in cash or stock, including SARs payable in cash or stock at the election of the registrant or a named executive officer. The term “equity” is used to refer generally to stock and/or options.
- The terms “date of grant” or “grant date” refer to the grant date determined for financial statement reporting purposes pursuant to SSAP No. 104R, Share-Based Payments.
Column 3 – Salary: The dollar value of the base salary (cash and non-cash) paid to the named officer or employee during the fiscal year covered.
Column 4 – Bonus: The dollar value of any bonus (cash and non-cash) paid to the named officer or employee during the fiscal year covered.
Column 5 – Stock Awards: For awards of stock, the aggregate grant date value computed in accordance with SSAP No. 104R, Share-Based Payments.
Column 6 – Option Awards: For awards of options, with or without tandem SARs (including awards that subsequently have been transferred), the aggregate grant date value computed in accordance with SSAP No. 104R, Share-Based Payments.
Column 7 – Sign-on Payments: All compensation received as a result of the acceptance of an employment offer.
Column 8 – Severance Payments: Any termination, including without limitation through retirement, resignation, severance or constructive termination (including a change in responsibilities) of such executive officer’s employment with the reporting entity’s and its subsidiaries.
Column 9 – All Other Compensation: All other compensation for the covered fiscal year that the reporting entity could not properly report in any other column. Each compensation item that is not properly reportable in other columns, regardless of the amount of the compensation item, must be included. Such compensation must include, but is not limited to:
- Perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000;
- All “gross-ups” or other amounts reimbursed during the fiscal year for the payment of taxes;
- Reporting entity contributions or other allocations to vested and unvested defined contribution plans;
- A change in control of the reporting entity;
- The dollar value of any insurance premiums paid by, or on behalf of, the reporting entity during the covered fiscal year with respect to life insurance for the benefit of a named officer or employee; and
- The dollar value of any dividends or other earnings paid on stock or option awards, when those amounts were not factored into the grant date fair value required to be reported for the stock or option award
Instructions specific to “Part 3 – Director Compensation”:
All persons who serve as a Director of the reporting insurer during the reporting year, whether compensated or uncompensated, shall be provided in Part 3, including employees who served as a Director during the reporting year. The Director’s name and principal position or occupation shall be provided on the exhibit.
Instructions specific to “Part 4 – Narrative Description Of Material Factors”
Provide a narrative description of any material factors necessary to gain an understanding of the information disclosed in the Part 2 and Part 3 tables.