Not independent
Tenure on this board
35.4 yrs
12 nominees · 3 ballot items.
Shareholders will vote to (1) elect 12 directors, (2) ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2026, and (3) approve, on an advisory (non-binding) basis, the compensation of the named executive officers (Say-on-Pay); the Board recommends voting FOR each item.
Elect 12 nominees (incumbent directors) to the Board to hold office until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as AFG’s independent registered public accounting firm for 2026.
Cast a non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (Say-on-Pay).
This advisory (non-binding) Say-on-Pay Proposal asks shareholders to approve the Company’s compensation of its named executive officers as disclosed in the proxy materials. Management is seeking shareholder approval to validate its pay practices and to obtain shareholder feedback on compensation design, which the Compensation Committee uses when reviewing program structure and awards. The Company emphasizes a pay-for-performance framework: a substantial portion of executive pay is variable and tied to objective annual and multi-year performance metrics (Operating EPS, ROE, and relative growth in book value per share), long-term equity awards with four-year cliff vesting, a double-trigger for change-in-control acceleration, and clawback policies for restatements. Notable context includes AFG’s dual Co-CEO leadership structure and substantial insider ownership by the Co-CEOs, which the Board cites as aligning management and shareholder interests but which also affects benchmarking and external perceptions of CEO pay. The Compensation Committee highlights that incentive goals are set against business plans and peer groups and that its programs combine absolute and relative metrics to balance short- and long-term performance without encouraging excessive risk-taking. The vote is advisory and not binding, but the Board and Compensation Committee state they will carefully review results and consider them in future compensation decisions. In evaluating the merits, a sophisticated analyst should weigh the plan’s heavy emphasis on objective metrics and long-term equity vesting and recoupment features against potential governance concerns raised by the longstanding Co-CEO structure and concentrated family ownership, and consider historical shareholder support for Say-on-Pay as well as the Company’s disclosed pay outcomes and retention features. Overall, management presents the proposal as a request for ratification of an executive compensation program designed to align pay with sustained shareholder value and prudent risk management, and it recommends a vote FOR on those grounds.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 5.4% | 4,522,279 | $578M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 3,912,066 | $500M |
| 3 | BlackRock, Inc. | 4.6% | 3,817,033 | $487M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 4.0% | 3,284,836 | $420M |
| 5 | STATE STREET CORP | 3.6% | 3,011,117 | $385M |
| 6 | AMERICAN FINANCIAL GROUP INC 401(K) RETIREMENT SAVINGS PLAN | 2.8% | 2,366,711 | $302M |
| 7 | BlackRock, Inc. | 2.5% | 2,110,652 | $270M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 2.5% | 2,100,409 | $268M |
| 9 | VICTORY CAPITAL MANAGEMENT INC | 2.3% | 1,930,865 | $247M |
| 10 | FMR LLC | 2.0% | 1,685,210 | $215M |
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