Executive Compensation

Adjusted Compensation Ratio

For the 2022 AB STIC Program, the AB Compensation Committee approved the use of the “Adjusted Compensation Ratio” as the metric to consider in determining the total amount of incentive compensation paid to all of AB’s employees, including Mr. Bernstein.¹⁴ The Adjusted Compensation Ratio is the ratio of “adjusted employee compensation and benefits expense” to “adjusted net revenues.”

•

Adjusted employee compensation and benefits ~~expense”~~expense is AB’s total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals, and excludes the impact of mark-to-market vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments. AB also adjusts for certain performance-based fees passed through to ~~“adjusted~~their investment professionals.

•

Adjusted net revenues is a financial measure that is not computed in accordance with U.S. GAAP and makes certain adjustments to net revenues.”


44				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

•

~~Adjusted employee compensation and benefits expense~~ ~~is AB’s total employee compensation and benefits expense minus other employment costs such as recruitment, training, temporary help and meals, and excludes the impact ofmark-to-market~~ ~~vesting expense, as well as dividends and interest expense, associated with employee long-term incentive compensation-related investments.~~

•

~~Adjusted net revenues~~ ~~is a financial measure that is not computed in accordance with U.S. GAAP and makes certain adjustments to net revenues.~~^{7¹⁵ Specifically, adjusted net revenues:}

•

excludes investment gains and losses and dividends and interest on employee long-term incentive compensation-related investments;

•

offsets distribution-related payments to third parties as well as amortization of deferred sales commissions against distribution revenues;

•

excludes additional pass-through expenses incurred (primarily through AB’s transfer agent) that are reimbursed and recorded as fees in revenues; ~~and~~

•

eliminates the revenues of consolidatedAB-sponsored investment funds but includes AB’s fees from such funds and AB’s investment gains and losses on its investments in such ~~funds.~~funds that were eliminated in consolidation; and

•

adjusts for certain acquisition-related pass-through performance-based fees and certain other performance-based fees passed through to AB’s investment professionals.

The AB Compensation Committee has approved a 50% limit for the Adjusted Compensation Ratio, except in unexpected or unusual circumstances. For 2022, the Adjusted Compensation Ratio was 48.4%.

Mr. Bernstein’s Award

In accordance with the terms of the Bernstein Employment Agreement, Mr. Bernstein’s short-term incentive compensation target for 2022 was $3,000,000, subject to review and increase from time to time by the AB Compensation Committee in its sole discretion. Based on its subjective determination of Mr. Bernstein’s performance, the AB Compensation Committee approved an award of $4,925,000 for Mr. Bernstein under the 2022 AB STIC Program.

In making its determination, the AB Compensation Committee considered the progress AB made in advancing its Growth Strategy, Mr. Bernstein’s performance in light of the target metrics included in his performance scorecard and Mr. Bernstein’s individual achievements during 2022.

¹⁴

AB’s Adjusted Compensation Ratio ~~except in unexpected or unusual circumstances. For 2018,~~is also used when determining the ~~Adjusted Compensation Ratio was 47.5%.~~

~~Mr. Bernstein’s Award~~

~~Mr. Bernstein’s short-term~~total amount of long-term incentive compensation ~~target~~under AB’s Incentive Compensation Award Program (or ICAP) paid to all AB employees, including Mr. Bernstein.

¹⁵

Adjusted net revenues is ~~$3,000,000, subject~~a non-GAAP financial measure used by AB’s management in evaluating AB’s financial performance on a standalone basis and to ~~review and increase from time~~compare its performance, as reported by AB in its public filings. It is not comparable to ~~time~~any other non-GAAP financial measure used by the ~~AB Compensation Committee in its sole discretion. Based on its subjective determination~~Company.

Notice of ~~Mr. Bernstein’s performance, the AB Compensation Committee approved an award~~Annual Meeting of ~~$3,500,000 for Mr. Bernstein under the 2018 AB STIC Program.~~

~~In making its determination, the AB Compensation Committee took into account the factors that it deemed relevant, including Mr. Pearson’s recommendations~~Stockholders and ~~Mr. Bernstein’s leadership with respect to the progress AB made across its three firm-wide initiatives in 2018, which were:~~

~~deliver differentiated return streams to clients;~~

~~commercialize and scale its suite of services; and~~

~~continue its rigorous focus on expense management.~~

Highlights during 2018 included active equity net inflows in AB’s retail and institutional channels, the highest amount of gross sales in its private wealth channel in 10 years, and an expansion of AB’s adjusted operating margin by 140 bps to 29.1%. The AB Compensation Committee also considered Mr. Bernstein’s leadership in AB’s continuing process of relocating its headquarters to Nashville.

~~Equity-Based Awards~~

Under the Bernstein Employment Agreement, Mr. Bernstein is eligible to receive annual equity-based awards in accordance with AB’s compensation practices and policies generally applicable to the firm’s executive officers as in effect from time to time. The target value for Mr. Bernstein’s annual equity-based awards is $3,500,000, subject to review and increase by the AB Compensation Committee in its sole discretion from time to time. The AB Compensation Committee approved an equity-based award to Mr. Bernstein with a grant date fair value equal to $4,000,000 and four-year~~pro-rata~~ ~~vesting during its regular meeting held on December 11, 2018 (the “2018 SB Award”).~~2023 Proxy Statement

Executive Compensation

⁷

Adjusted net revenues is a non-GAAP financial measure used by AB’s management in evaluating AB’s financial performance on a standalone basis and to compare its performance, as reported by AB in its public filings. It is not comparable to any other non-GAAP financial measure used by the Company.

Mr. Bernstein’s specific accomplishments during 2022 are summarized in the table below.


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~
Mr. Bernstein							45

Accomplishments

~~Executive Compensation~~Financial and investment performance achievements include:

• Led AB’s efforts in achieving active organic growth in 2022, with positive active net flows and organic growth in two of AB’s three distribution channels.

~~The 2018 SB Award is denominated in restricted AB Holding Units to align Mr. Bernstein’s long-term interests directly with~~

• Firm’s average effective fee rate increased by 3% year-over-year, reflecting the interests of AB Unitholders and indirectly with the interests of our stockholders and AB clients, as strong performance for AB clients generally contributes directly to increases in AB’s assets under management and improvements in our financial performance.

The AB Holding Units underlying the 2018 SB Award are restricted and are not permitted to be transferred by Mr. Bernstein. Mr. Bernstein has voluntarily elected to defer receipt of any vested portionrepositions of the ~~2018 SB Award until 2023. Quarterly cash distributions on vested and unvested restricted~~firm’s business mix toward higher-value services.

• Adjusted Earnings per Unit (“EPU”) of $2.95 in 2022 declined 24% compared to 2021, reflecting adverse financial markets.

• The majority of equity assets outperformed peers or benchmarks in equities despite challenging market environment, while fixed income underperformed (as measured by the percentage of assets outperforming). Longer term, five-year returns for both asset classes remained competitive.

Strategic achievements include:

• Successfully closed the acquisition of CarVal, a global alternatives manager with complementary capabilities, expanding AB’s private markets platform to $56B in AUM.

• Announced plans to form a joint venture partnership with Société Générale (“SG”) for Bernstein Research Services business, while allowing AB ~~Holding Units in respect of the 2018 SB Award will be delivered to Mr. Bernstein when cash distributions generally are paid to all Unitholders.~~

~~If Mr. Bernstein resigns or is terminated without cause prior to the vesting date, he will be eligible~~ to continue to ~~vest~~invest in key strategic priorities.

• Expanded capabilities in key target client segments, including launching an Active ETF platform and expanding custom municipal separately managed accounts for US Retail.

• Advanced responsibility goals in AB operations and continued to elevate AB’s brand and credentials through thought leadership and the launch of additional Portfolios with Purpose. Recognized as Investment Week’s Best Sustainable Fund Management Group of the Year.

• Continued to strengthen partnership with Equitable Holdings, including working jointly to improve yield on their General Account while seeding new private alternatives strategies.

Organizational and culture achievements include:

• Prioritized leadership development for senior staff and launched new manager training programs that reflect AB’s new hybrid work model.

• Bolstered stability of AB in the ~~2018 SB Award, subject to compliance with the restrictive covenants set forth in the applicable award agreement,~~face of uncertainty, including ~~restrictions on competition~~cyberattack preparedness, prudent expense management, and ~~solicitation~~reevaluation of employees and clients. The 2018 SB Award will immediately vest upon a termination due to death or disability. AB is permitted to clawback an award if Mr. Bernstein fails to adhere to risk management policies.

As a member of the Management Committee, Mr. Bernstein received a Transaction Incentive Award in 2018 with a dollar value of $740,000. Mr. Bernstein’s Transaction Incentive Award was granted by the EQH Board in the same form and is subject to the same terms and conditions as described above for the EQH Program Participants.

~~Other Compensation and Benefits~~

Under the Bernstein Employment Agreement, Mr. Bernstein is eligible to participate in all benefit plans available to AB executive officers and entitled to a company car and driver for business and personal use.

Mr. Bernsteinparticipates in the Profit Sharing Plan for Employees of AB (as amended and restated as of January 1, 2015, as further amended as of January 1, 2017 and as further amended as of April 1, 2018, the “Profit Sharing Plan”), a~~tax-qualified~~ ~~retirement plan. The AB Compensation Committee determines the amount of annual company contributions (both the level of annual matching by the firm of an employee’spre-tax~~ ~~salary deferral contributions and the annual company profit sharing contribution, if any).~~

~~With respect to 2018, the AB Compensation Committee determined that employee deferral contributions would be matched on adollar-for-dollar~~ ~~basis up to 5% of eligible compensation and that there would be no profit-sharing contribution.~~

~~AB also pays the premiums associated with a life insurance policy purchased on behalf of Mr. Bernstein.~~

~~Termination Benefits~~

~~The Bernstein Employment Agreement includes severance andchange-in-control~~ provisions. If Mr. Bernstein’s employment is terminated without cause or he resigns for “good reason,” and he signs and does not revoke a waiver and release of claims, he will receive certain severance benefits, including a cash payment equal to the sum of his current base salary and bonus opportunity amount (the “Compensation Amount”). If such a termination occurs during the 12 months following a change in control in AB, he will receive the same severance benefits plus an additional payment equal to the Compensation Amount. For this purpose, a change in control of AB would not include a change in control related to AXA ceasing to own more than 50% of the shares of Holdings’ common stock.

If a change in control occurs prior to January 1, 2020, to the extent that payments to Mr. Bernstein would be subject to the excise tax under Section 4999 of the Internal Revenue Code, Mr. Bernstein will be entitled to a~~gross-up~~ payment to ensure that he will retain an amount equal to the excise tax imposed upon such payments, but if the payments do not exceed 110% of the statutory limit imposed by Section 280G of the Internal Revenue Code, the payments will be reduced to the maximum amount that does not result in the imposition of such excise tax.AB’s real estate strategy.

• Continued to lead Diversity, Equity & Inclusion as a firm-wide priority, with modest improvements in underrepresented populations against AB’s goals

• Maintained strong engagement metrics in AB’s employee survey. Launched new firm-wide purpose and values statements and embedded those principles into talent management processes, corporate messaging, and business unit activities.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							51

Executive Compensation

Equity-Based Awards

Under the Bernstein Employment Agreement, Mr. Bernstein is eligible to receive annual equity-based awards in accordance with AB’s compensation practices and policies generally applicable to the firm’s executive officers as in effect from time to time. The target value for Mr. Bernstein’s annual equity-based awards is $3,500,000, subject to review and determination by the AB Compensation Committee in its sole discretion from time to time. The AB Compensation Committee approved an equity-based award to Mr. Bernstein with a grant date fair value equal to $4,575,000 and three-year pro-rata vesting during its regular meeting held in December 2022 (the “2022 SB Award”).

The 2022 SB Award is denominated in restricted AB Holding Units to align Mr. Bernstein’s long-term interests directly with the interests of AB Unitholders and indirectly with the interests of our stockholders and AB clients, as strong performance for AB clients generally contributes directly to increases in AB’s assets under management and improvements in our financial performance.

The AB Holding Units underlying the 2022 SB Award are restricted and are not permitted to be transferred by Mr. Bernstein. Quarterly cash distributions on vested and unvested restricted AB Holding Units in respect of the 2022 SB Award will be delivered to Mr. Bernstein when cash distributions generally are paid to all Unitholders.

If Mr. Bernstein resigns or is terminated without cause prior to the vesting date, he will be eligible to continue to vest in the 2022 SB Award, subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition and solicitation of employees and clients. The 2022 SB Award will immediately vest upon a termination due to death or disability. AB is permitted to clawback the unvested portion of an award if Mr. Bernstein fails to adhere to risk management policies.

Other Compensation and Benefits

Under the Bernstein Employment Agreement, Mr. Bernstein is eligible to participate in all benefit plans available to AB executive officers and, for his safety and accessibility, a company car and driver for business and personal use.

Mr. Bernstein participates in the Profit Sharing Plan for Employees of AB (as amended and restated as of January 1, 2015, and as further amended as of January 1, 2017, again as of April 1, 2018, and again as of June 28, 2022, the “Profit Sharing Plan”), a tax-qualified defined contribution retirement plan. The AB Compensation Committee determines the amount of company contributions (both the level of annual matching by the firm of an employee’s pre-tax salary deferral contributions and any annual company profit sharing contribution).

With respect to 2022, the AB Compensation Committee determined that employee deferral contributions would be matched on a dollar-for-dollar basis up to 5% of eligible compensation and that there would be no profit-sharing contribution.

AB also pays the premiums associated with a life insurance policy purchased on behalf of Mr. Bernstein and a stipend to help cover the cost of a mobile phone.

Termination Benefits

The Bernstein Employment Agreement provides for certain severance and change in control benefits as described below. In April 2017, the AB Board, AXA and Holdings determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr. Bernstein and provide Mr. Bernstein with effective incentives for future performance. They further concluded that the provisions fit within AB’s overall compensation objectives because they:

•

~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

~~Mr. Bernstein negotiated these severance andchange-in-control~~ provisions to have the security and flexibility to focus on the business and preserve the value of his long-term incentive compensation. The AB Board and AXA determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr. Bernstein and provided Mr. Bernstein with effective incentives for future performance. Also, the AB Board and AXA determined to limit the applicability of the excise tax~~gross-up~~ ~~provision as the application of the excise tax is more burdensome on newly hired employees.~~

~~The AB Board and AXA further concluded that thechange-in-control~~ and termination provisions in the Bernstein Employment Agreement fit within AB’s overall compensation objectives because these provisions align with AB’s goal of providing executives with effective incentives for future performance and:

permitted AB to recruit and retain a highly-qualified Chief Executive Officer;

•

aligned Mr. Bernstein’s long-term interests with those of AB’s Unitholders, our stockholders and clients;

•

were consistent with AXA’s, Holdings’ and the AB Board’s expectations with respect to the manner in which AB and AB Holding would be operated during Mr. Bernstein’s tenure; and


52				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Executive Compensation

•

were consistent with the AB Board’s expectations that Mr. Bernstein would not be terminated without cause and that no steps would be taken that would provide him with the ability to terminate the agreement for good reason.

Severance Benefits

The Bernstein Employment Agreement provides that, if Mr. Bernstein’s employment is terminated without “cause” or he resigns for “good reason,” and he signs and does not revoke a waiver and release of claims, he will receive the following severance benefits:

•

~~Following his termination of employment for any reason,~~if Mr. Bernstein resigns for “good reason,” a cash payment equal to the sum of (a) his current base salary and (b) his bonus opportunity amount;

•

if Mr. Bernstein’s employment is terminated by the company other than for “cause,” or due to his death or disability, a cash payment equal to 1.5 multiplied by the sum of (a) his current base salary and (b) his bonus opportunity amount;

•

a pro-rata bonus based on actual performance for the fiscal year in which the termination occurs;

•

monthly payments equal to the cost of COBRA coverage for the COBRA coverage period; and

•

following the COBRA coverage period, access to participation in AB’s medical plans as in effect from time to time at Mr. Bernstein’s (or his spouse’s) sole expense.

Change in Control Benefits

The Bernstein Employment Agreement provides that, if Mr. Bernstein’s employment is terminated without “cause” or he resigns for “good reason” during the 12 months following a “change in control” in AB, and he signs and does not revoke a waiver and release of claims, he will receive the same severance benefits as described above, except that his cash payment will be equal to two times the sum of (a) his current base salary and (b) his bonus opportunity amount.

In the event any payments made to Mr. Bernstein upon a change in control of AB constitute “golden parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, such payments will be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Bernstein receiving a higher net-after tax amount than he would receive absent such reduction.

For purposes of the Bernstein Employment Agreement, a change in control is defined as, among other things, Holdings and its majority-owned subsidiaries ceasing to control the election of a majority of the AB Board.

For additional information on severance and change in control benefits for Mr. Bernstein as of December 31, 2022, see “Potential Payments Upon Termination or Change in Control” below.

Restrictive Covenants

Under the Bernstein Employment Agreement, following his termination of employment for any reason, Mr. Bernstein is subject to covenants with respect to non-competition for six months and non-solicitation of customers and employees for twelve months following termination.

2022 Equity Program Award

In addition to his compensation under AB’s executive compensation program, Holdings granted to Mr. Bernstein, in connection with his membership on the EQH Management Committee, a total equity award of $1,000,062 under the 2022 Equity Program, which was comprised of the following:

•

an EQH RSU award with a grant date fair value of $400,033; and

•

an EQH TSR Performance Share award with a grant date fair value of $600,029, which can be earned subject to ~~covenants with respect~~EQH’s TSR relative to~~non-competition~~ ~~for six months~~ its peer group.


Notice of Annual Meeting of Stockholders and~~non-solicitation~~ ~~of customers and employees for twelve months following termination.~~ ~~For additional information on severance and change in control benefits for Mr. Bernstein as of December 31, 2018, see “Potential Payments Upon Termination or Change in Control” below.~~ ~~COMPENSATION-RELATED POLICIES~~ ~~The Board approved the following compensation-related policies prior to the IPO based on its review of the Pay Governance Practices Analysis and input from management and the OCC.~~ *~~Clawbacks~~* 2023 Proxy Statement							53

Executive Compensation

COMPENSATION-RELATED POLICIES

Clawbacks

Our clawback and forfeiture policy provides that:

•

if we are required to prepare an accounting restatement of our financial results due to material noncompliance with any financial reporting requirement under the securities laws caused by the fraud, misconduct or gross negligence of a current or former executive officer, we will use reasonable efforts to recover any incentive compensation paid to the executive officer that would not have been paid if the financial results had been properly reported; and

•

if a current or former executive officer commits fraudulent or other wrongful conduct that causes us business, financial or reputational harm, we may seek recovery of performance-based compensation with respect to the period of misconduct.

For this purpose, an “executive officer” includes any officer of Holdings for purposes of Section 16 of the Exchange Act. Currently, this includes the members of the Management Committee and the Chief Accounting Officer.

~~Stock Ownership Guidelines~~

The Company expects to update its clawback and forfeiture policy as may be necessary to comply with New York Stock Exchange listing standards to be issued in connection with new rules promulgated by the SEC under the Dodd-Frank Act.

Stock Ownership Guidelines and Retention Requirements

The following stock ownership guidelines apply to members of the Management Committee:

Executive


~~Executive~~	~~Requirement~~	Requirement
Chief Executive Officer	6 x base salary
Other Management Committee Members	3 x base salary


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							47

~~Executive Compensation~~

For purposes of determining whether the guidelines are met, the following are taken into account:

•

Shares;

•

AB Holding Units (collectively with Holdings common stock, “Company Stock”); and

•

unvested restricted stock or restricted stock units linked to Company Stock that are subject only to service requirements.

The executives are required to retain 75% of any net Company Stock (after the payment of taxes and the costs of exercise and commissions for stock options) received as compensation until the applicable requirement is met. Once an executive satisfies the stock ownership guidelines, the executive will not be deemed to have fallen out of compliance solely by reason of a decline in the value of the Company Stock.

~~Hedging and Pledging~~

Holdings believes that, when an individual who owns Company securities engages in certain forms of hedging or monetization transactions, he or she may no longer have the same objectives as other holders of the Company securities. Accordingly, all Company employees and directors are prohibited from engaging in hedging or similar transactions with respect to Company securities that would allow them to continue to own the securities without the full risks and rewards of ownership. This includes transactions such as~~zero-cost~~

The executives are required to retain 75% of any Company Stock (after the payment of withholding taxes) received as compensation unless the applicable requirement is met.

Hedging and Pledging

Company employees and directors are further prohibited from pledging Company securities as collateral for a loan (whether in a margin account or otherwise).

~~Rule10b5-1~~ ~~Trading Plan Policy~~

Holdings’ insider trading policy provides that our insiders may trade in Company securities during periods in which they would otherwise be restricted from doing so under the policy due to the possession of material~~non-public~~ ~~information or otherwise if they enter into apre-established~~ ~~written trading plan in accordance with Rule10b5-1~~ ~~enacted by the SEC.~~

~~All trading plans must:~~

~~be in writing~~
54 Notice of Annual Meeting of Stockholders and ~~in a form acceptable to the Company;~~
~~acknowledged in writing by the General Counsel prior to becoming effective; and~~
~~not be modified at any time when the insider is in possession of materialnon-public~~ ~~information.~~
~~ACCOUNTING AND TAX CONSIDERATIONS~~
Internal Revenue Code Section 162(m) (“Section 162(m)”) limits tax deductions relating to executive compensation of certain executives of publicly held companies. For taxable years prior to 2018, neither Holdings nor any of its subsidiaries, including AB, were deemed to be publicly held companies for this purpose.
Following the IPO, Holdings is deemed to constitute a publicly held company for purposes of Section 162(m). Accordingly, the Compensation Committee may consider the deductibility of executive compensation under Section 162(m) when making compensation decisions. However, the Compensation Committee will authorize compensation payments that are not deductible for federal income tax purposes when the committee believes that such payments are appropriate to attract, retain and incent executive talent.
Internal Revenue Code Section 409A (“Section 409A”) imposes stringent requirements that covered nonqualified deferred compensation arrangements must meet to avoid the imposition of additional taxes, including a 20% additional income tax, on the amounts deferred under the arrangements. The Company’s nonqualified deferred compensation arrangements that are subject to Section 409A are designed to comply with the requirements of Section 409A to avoid additional income taxes.2023 Proxy Statement

Executive Compensation


48				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

Rule 10b5-1 Trading Plan Policy

Holdings’ insider trading policy provides that our insiders may trade in Company securities during periods in which they would otherwise be restricted from doing so under the policy due to the possession of material non-public information or otherwise if they enter into a pre-established written trading plan in accordance with Rule 10b5-1 enacted by the SEC, as may be amended from time to time.

ACCOUNTING AND TAX CONSIDERATIONS

Internal Revenue Code Section 162(m) (“Section 162(m)”) limits tax deductions relating to executive compensation of certain executives of publicly held companies. Holdings is deemed to constitute a publicly held company for purposes of Section 162(m). Accordingly, the Compensation Committee may consider the deductibility of executive compensation under Section 162(m) when making compensation decisions. However, the Compensation Committee will authorize compensation payments that are not deductible for federal income tax purposes when the committee believes that such payments are appropriate to attract, retain and incent executive talent.

Internal Revenue Code Section 409A (“Section 409A”) imposes stringent requirements that covered non-qualified deferred compensation arrangements must meet to avoid the imposition of additional taxes, including a 20% additional income tax, on the amounts deferred under the arrangements. The Company’s non-qualified deferred compensation arrangements that are subject to Section 409A are designed to comply with the requirements of Section 409A to avoid additional income taxes.

Accounting and other tax impacts not discussed above are also considered in the design of short-term incentive compensation and equity-based award programs.

CONSIDERATION OF MOST RECENT ‘SAY-ON-PAY’ VOTE

Holdings held its fourth “Say-on-Pay” vote in 2022. Our stockholders indicated their strong satisfaction with our executive compensation program through their overwhelming approval of the 2022 Say-on-Pay vote (95.7% of votes in favor) and during our regular investor outreach meetings. The Compensation Committee considered this feedback in reviewing our 2022 executive compensation program and, based on the high level of support for our existing program, did not make many substantial changes for 2022. For a summary of the compensation changes made for 2022, see the “2022 Executive Compensation Highlights” section herein.

Compensation Committee Report

The Compensation Committee reviewed the preceding Compensation Discussion and Analysis and discussed it with management. Based on the Compensation Committee’s review and discussion with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation Committee

Bertram L. Scott (Chair)

Kristi A. Matus (Chair/member until April 10, 2023)

Francis A. Hondal

Arlene Isaacs-Lowe

~~Accounting~~
Notice of Annual Meeting of Stockholders and ~~other tax impacts not discussed above are also considered in the design of short-term incentive compensation and equity-based award programs.~~
~~CONSIDERATION OF MOST RECENT ‘SAY ON PAY’ VOTE~~
~~As a newly public company, Holdings has not yet conducted a “Say on Pay” vote.~~
~~Compensation Committee Report~~
The Compensation Committee reviewed the preceding Compensation Discussion and Analysis and discussed it with management. Based on the Compensation Committee’s review and discussion with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in Holdings’ annual report on Form~~10-K~~ ~~and Holdings’~~2023 Proxy ~~Statement.~~
~~Compensation Committee~~
~~Ramon de Oliveira~~
~~Daniel G. Kaye~~
~~Charles G. T. Stonehill~~
~~George Stansfield~~
Note: As of March 26, 2019, Mr. Kaye and Mr. Stansfield no longer serve on the Compensation Committee. Also, Ms. Matus has joined the Compensation Committee and replaced Mr. de Oliveira as Chairperson.
~~Compensation Committee Interlocks and Insider Participation~~
The following directors served as Compensation Committee members during 2018: Messrs. Kaye, de Oliveira, Stansfield and Stonehill. During 2018, none of our executive officers served as: (a) a member of the compensation committee of any entity for which a member of our Board served as an executive officer or (b) a director of another entity, an executive officer of which serves as member of the Board.
~~Consideration of Risk Matters in Determining Compensation~~
~~Holdings has considered whether its compensation practices are reasonably likely to have a material adverse effect on Holdings and determined that they are not.~~
To support its analysis, Holdings engaged a compensation consultant to conduct a risk assessment of the 2018 STIC Program, the 2018 LTIC Program and sales incentive plans for the retirement and protection businesses (the “Risk Assessment”). The Risk Assessment confirmed that the programs have a number of features that contribute to prudent decision-making and avoid an incentive to take excessive risk. The Risk Assessment also noted good governance practices, well-defined oversight processes and well-honed~~day-to-day~~ ~~processes, roles and responsibilities with cross-functional representation.~~
Holdings also considered that AB generally denominates its equity-based awards in AB Holding Units and defers their delivery to sensitize employees to risk outcomes and discourage them from taking excessive risks, whether relating to investments, operations, regulatory compliance and/or cyber security, that could lead to a decrease in the value of the AB Holding Units and/or an adverse effect on AB’s long-term prospects. Also, all outstanding AB equity-based awards generally include a provision permitting AB to “claw-back” the unvested portion of the award if the AB Compensation Committee determines that (i) the employee failed to adhere to existing risk management policies and (ii) as a result of the employee’s failure, there has been or reasonably could be expected to be a material adverse impact on AB or the employee’s business unit.Statement
55

Executive Compensation


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							49

~~Executive Compensation~~

Compensation Committee Interlocks and Insider Participation

The following directors served as Compensation Committee members during 2022 and 2023: Mr. Scott, Ms. Hondal, Ms. Matus (until April 10, 2023), Mr. Stonehill (until July 11, 2022), and Ms. Isaacs-Lowe (as of July 11, 2022). During 2022 and through to the date of the filing of this proxy, none of our executive officers served as: (a) a member of the compensation committee of any entity for which a member of our Board served as an executive officer or (b) a director of another entity, an executive officer of which serves as member of the Board.

Consideration of Risk Matters in Determining Compensation

Holdings has considered whether its compensation practices are reasonably likely to have a material adverse effect on Holdings and determined that they are not.

Holdings engaged a compensation consultant to conduct a risk assessment of our short-term incentive, long-term incentive and sales incentive plans for the employees in our retirement and protection businesses (the “Risk Assessment”) in 2022. The Risk Assessment confirmed that the programs have a number of features that contribute to prudent decision-making and avoid an incentive to take excessive risk. The Risk Assessment also noted good governance practices, well-defined oversight processes and well-honed day-to-day processes, roles and responsibilities with cross-functional representation.

Holdings also considered that AB generally denominates its equity-based awards in AB Holding Units and defers their delivery so the ultimate value that the employee derives from an award depends on the long-term performance of the firm. These features sensitize employees to risk outcomes and discourage them from taking excessive risks, whether relating to investments, operations, regulatory compliance and/or cybersecurity, which could lead to a decrease in the value of the AB Holding Units and/or an adverse effect on AB’s long-term prospects. Also, all outstanding AB equity-based awards generally include a provision permitting AB to “claw-back” the unvested portion of the award if the AB Compensation Committee determines that (i) the employee failed to adhere to existing risk management policies and (ii) as a result of the employee’s failure, there has been or reasonably could be expected to be a material adverse impact on AB or the employee’s business unit.

~~Compensation Tables~~

~~2018 SUMMARY COMPENSATION TABLE~~

~~The following table presents the total compensation~~
56 Notice of ~~the Named Executive Officers for services performed in the years ended December 31, 2018, December 31, 2017~~Annual Meeting of Stockholders and ~~December 31, 2016, except that no information is provided for 2017 and 2016 for Mr. Hurd and for 2016 for Mr. Bernstein since they were not Named Executive Officers in those years.~~
~~The total compensation reported in the following table includes items such as salary andnon-equity~~2023 Proxy Statement

Executive Compensation

Compensation Tables

2022 SUMMARY COMPENSATION TABLE

The following table presents the total compensation of the Named Executive Officers for services performed in the years ended December 31, 2022, December 31, 2021 and December 31, 2020, except that no information is provided for 2020 for Mr. Raju since he was not a Named Executive Officer in that year.

The total compensation reported in the following table includes items such as salary and non-equity incentive compensation as well as the grant date fair value of equity-based compensation. The equity-based compensation may never become payable or may end up with a value that is substantially different from the value reported here. The amounts in the Total column do not represent “Total Direct Compensation” as described in the Compensation Discussion and Analysis.


2022 SUMMARY COMPENSATION TABLE

Name and Principal Position	Fiscal Year		Salary ($) (1)		Bonus ($) (2)		Stock Awards ($) (3)		Option Awards ($) (4)		Non-Equity Incentive Compensation ($) (5)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (6)		All Other Compensation ($) (7)		Total

Pearson, Mark Chief Executive Officer and President, Equitable Holdings		2022		1,249,820		0		10,600,012		0		2,518,400		0		953,417		15,321,649
		2021		1,249,820		0		8,000,011		0		4,525,000		0		410,201		14,185,032
		2020		1,297,845		0		6,000,056		2,000,000		3,000,000		2,141,979		435,074		14,874,955

Raju, Robin Chief Financial Officer, Equitable Holdings		2022		836,210		0		1,700,021		0		880,000		0		348,822		3,765,053
Raju, Robin Chief Financial Officer, Equitable Holdings		2021		675,489		0		750,041		0		1,525,000		0		108,769		3,059,300

Hurd, Jeffrey Chief Operating Officer, Equitable Holdings		2022		898,765		0		2,000,053		0		1,200,000		0		520,132		4,618,950
		2021		898,765		0		2,000,033		0		2,540,000		571,218		215,537		6,225,553
		2020		933,288		0		1,500,055		500,002		1,732,500		450,605		243,176		5,359,626

Lane, Nick President, Equitable		2022		897,583		0		2,500,048		0		1,100,000		0		421,775		4,919,407
		2021		897,583		0		2,100,017		0		1,862,500		0		173,957		5,034,057
		2020		932,106		0		1,500,055		500,002		1,212,750		762,287		318,151		5,225,352

Bernstein, Seth President and CEO, AllianceBernstein Corporation		2022		500,000		4,925,000		5,575,062		0		—		—		277,777		11,277,839
		2021		500,000		5,575,000		6,075,025		0		—		—		142,813		12,292,838
		2020		500,000		4,015,000		4,585,051		250,003		—		—		52,509		9,402,563

(1)	For the EQH Program Participants, the amounts in this column reflect actual salary paid in each year. Mr. Bernstein’s annual base salary is $500,000.

(2)	No bonuses were paid to the EQH Program Participants in 2022, 2021 or 2020. For Mr. Bernstein, this column includes his annual cash incentive awards paid for performance in each year.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							57

Executive Compensation

(3)

For each Named Executive Officer, the amount reported in this column for 2022 includes the aggregate grant date fair value of EQH RSUs and EQH Performance Shares granted under the 2022 Equity Program, in accordance with FASB ASC Topic 718. For Mr. Bernstein, the amount reported in this column for 2022 also includes the grant date fair value of ~~equity-based compensation.~~the 2022 SB Award. The ~~equity-based compensation may never become payable or may end up with a value that is substantially different from~~assumptions made in calculating these amounts can be found in note 15 of the ~~value reported here. The amounts in~~notes to Holdings’ consolidated financial statements for the ~~Total column do not represent “Total Direct Compensation” as described in the Compensation Discussion and Analysis.~~

Name and Principal Position
Fiscal
Year
Salary
(1)

Bonus
(2)

Stock
Awards
(3)

Option
Awards
(4)

Non-Equity
Incentive
Compensation
(5)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings (6) All Other
Compensation
(7) Total
Mark Pearson
President and Chief Executive Officer
2018 $ 1,250,114 $ — $ 6,587,516 $ 962,503 $ 2,911,651 $ — $ 426,779 $ 12,138,563
2017 $ 1,250,114 $ — $ 2,067,378 $ 341,280 $ 2,526,000 $ 1,017,919 $ 370,238 $ 7,572,929
2016 $ 1,250,744 $ — $ 2,010,449 $ 382,419 $ 2,164,000 $ 393,441 $ 389,201 $ 6,590,254
Anders Malmström
Senior Executive Vice President and Chief Financial Officer
2018 $ 688,915 $ — $ 2,605,048 $ 375,000 $ 1,299,600 $ 114,890 $ 186,171 $ 5,269,624
2017 $ 658,228 $ — $ 526,564 $ 106,722 $ 1,047,248 $ 180,070 $ 330,538 $ 2,849,370
2016 $ 658,228 $ — $ 496,993 $ 116,089 $ 850,000 $ 280,596 $ 172,895 $ 2,574,801
Jeffrey Hurd
Senior Executive Vice President and Chief Operating Officer
2018 $ 864,480 $ 300,000 $ 2,090,031 $ 450,001 $ 2,080,000 $ — $ 91,439 $ 5,875,951
Dave Hattem
Senior Executive Vice President, General Counsel and Secretary
2018 $ 665,182 $ — $ 2,230,032 $ 250,000 $ 1,040,000 $ — $ 160,812 $ 4,346,026
2017 $ 609,333 $ — $ 646,471 $ 106,722 $ 788,119 $ 578,537 $ 155,008 $ 2,884,190
2016 $ 599,893 $ — $ 648,443 $ 123,348 $ 750,000 $ 238,250 $ 134,224 $ 2,494,158
Seth Bernstein
Senior Executive Vice President and Head of Investment Management and Research
2018 $ 500,000 $ 3,500,000 $ 4,740,000 $ — $ — $ — $ 344,847 $ 9,084,847
2017 $ 334,615 $ 3,000,000 $ 3,500,003 $ — $ — $ — $ 148,274 $ 6,982,892

~~(1)~~

~~For the EQH Program Participants, the amounts in this column reflect actual salary paid in each year. Mr. Bernstein’s annual base salary is $500,000.~~

~~(2)~~

~~No bonuses were paid to the EQH Program Participants in 2018, 2017 or 2016 other than Mr. Hurd’ssign-on~~ ~~bonus of $300,000 in 2018. For Mr. Bernstein, this column includes his annual cash incentive awards paid for performance in 2018 and 2017 respectively.~~

~~(3)~~

For the EQH Program Participants, the amounts reported in this column for 2018 represent the aggregate grant date fair value of EQH RSUs, EQH Performance Shares and Transaction Incentive Awards granted to them in 2018 in accordance with FASB ASC Topic 718, and the assumptions made in calculating them can be found in note 14 of the notes to Holdings’ consolidated financial statements for the year ended December 31, 2018.year ended December 31, 2022. The EQH Performance Shares were valued at target which represents the probable outcome at grant date. A maximum payout for the EQH Performance Shares, valued at the grant date fair value, would result in values of:

AEL Named Executive Officer
   Maximum Payout
Mr. Pearson
   $ 3,850,021
Mr. Malmström
   $ 1,500,054
Mr. Hurd
   $ 1,800,039
Mr. Hattem
   $ 1,000,036

For Mr. Bernstein, the amount reported in this column for 2018 represents the aggregate grant date fair value of his Transaction Incentive Award and the 2018 SB Award in accordance with FASB ASC Topic 718, and the assumptions made in calculating this amount can be found in Note 14 of the notes to Holdings’ consolidated financial statements for the year ended December 31, 2018. The EQH RSUs, EQH Performance Shares, Transaction Incentive Awards and 2018 SB Award are described in more detail below in “Supplemental Information for Summary Compensation and Grants of Plan-Based Awards Tables.”The EQH Performance Shares were valued at target which represents the probable outcome at grant date. A maximum payout for the EQH Performance Shares, valued at the grant date fair value, would result in values of:


50				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~



Named Executive Officer	Maximum Payout

Pearson, Mark	$	12,720,008

Raju, Robin	$	2,040,032

Hurd, Jeffrey	$	2,400,042

Lane, Nick	$	3,000,034

Bernstein, Seth	$	1,200,058

The EQH RSUs, EQH Performance Shares and 2022 SB Award are described in more detail below in “Supplemental Information for Summary Compensation and Grants of Plan-Based Awards Tables.”

(4)

The amounts reported in this column for 2020 represent the amounts awarded in stock options under the 2020 Equity Program.

~~(4)~~

The amounts reported in this column for 2018 represent the aggregate grant date fair value of EQH Stock Options granted in 2018 in accordance with FASB ASC Topic 718, and the assumptions made in calculating them can be found in note 14 of the notes to Holdings’ consolidated financial statements for the year ended December 31, 2018. EQH Stock Options are described in more detail below in “Supplemental Information for Summary Compensation and Grants of Plan-Based Awards Tables.

(5)	The amounts reported in this column represent the annual cash incentive awards paid for performance in 2022, 2021 and 2020, respectively.

(6)

The amounts reported in this column represent the increase in the actuarial present value of accumulated pension benefits for the Named Executive Officer. The actuarial value of Messrs. Pearson’s, Raju’s, Hurd’s and Lane’s accumulated pension benefits decreased by $1,766,164, $44,957, $248,466 and $1,115,199, respectively, primarily due to an increase in the discount rate used to determine the present value. The Named Executive Officers did not have any above-market earnings on non-qualified deferred compensation in 2020, 2021 or 2022. For more information regarding the pension benefits for each Named Executive Officer, see the “Pension Benefits as of December 31, 2022 Table”

~~(5)~~

~~The amounts reported in this column represent the annual cash incentive awards paid for performance in 2018, 2017 and 2016, respectively.~~

~~(6)~~

The amounts reported represent the increase in the actuarial present value of accumulated pension benefits for the Named Executive Officer. The actuarial present value of Mr. Pearson’s and Mr. Hattem’s accumulated pension benefits decreased by $712,215 and $216,816 respectively, primarily due to an increase in the discount rate used to determine the present value. The Named Executive Officers did not have any above-market earnings on~~non-qualified~~ ~~deferred compensation in 2018, 2017 or 2016. For more information regarding the pension benefits for each Named Executive Officer, see the Pension Benefits as of December 31, 2018 Table~~ below.

(7)	~~The following table provides additional details for the 2018 amounts in the All Other Compensation column.~~

Name

Auto
(a)

Excess
Liability
Insurance
(b)

Financial
Advice
(c)

Profit
Sharing/401k
Plan
Contributions
(d)

Excess 401(k)
Contributions
(e)

Other
Perquisites/
Benefits
(f)
   Total
Mark Pearson
   $ 28,992    $ 8,201    $ 24,891    $ 14,665    $ 349,964    $ 66    $ 426,779
Anders Malmström
   $ —    $ —    $ 24,891    $ 14,665    $ 146,116    $ 499    $ 186,171
Jeffrey Hurd
   $ —    $ —    $ 17,535    $ 14,665    $ 58,806    $ 433    $ 91,439
Dave Hattem
   $ —    $ —    $ 15,000    $ 14,665    $ 128,329    $ 2,818    $ 160,812
Seth Bernstein
   $ 320,685    $ —    $ 9,340    $ 12,500    $ —    $ 2,322    $ 344,847

~~(a)~~

Pursuant to his employment agreement, Mr. Pearson is entitled to the business and personal use of a dedicated car and driver. The personal use of this vehicle was valued based on a formula considering the annual lease value of the vehicle, the compensation of the driver and the cost of fuel. For Mr. Bernstein, the amount listed includes auto lease costs ($16,689), driver compensation and other~~car-related~~ ~~expenses ($303,996).~~

~~(b)~~

AXA Equitable Life pays the premiums for excess liability insurance coverage for Mr. Pearson pursuant to his employment agreement. The amount in this column reflects the actual amount of premiums paid.

~~(c)~~

AXA Equitable Life paid for financial planning services for each of the EQH Program Participants in 2018. These payments have been discontinued for 2019 and future years for EQH Program Participants other than Mr. Pearson. This column also includes payments for expatriate tax services for Mr. Pearson and Mr. Malmström.

~~(d)~~

~~This column includes the amount of company contributions received by each EQH Program Participant under the 401(k) Plan and by Mr. Bernstein under the Profit Sharing Plan.~~

~~(e)~~

~~This column includes the amount of excess 401(k) contributions received by each EQH Program Participant under the Post-2004 Plan.~~

~~(f)~~

This column includes amounts related to guests accompanying the EQH Program Participants to company events. It also includes life insurance premiums for Mr. Bernstein and a $66 health premium refund for both Mr. Pearson and Mr. Malmström.


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							51

~~Executive Compensation~~

~~2018 GRANTS OF PLAN-BASED AWARDS~~

The following table provides additional ~~information about plan-based compensation disclosed~~details for the 2022 amounts in the ~~Summary~~All Other Compensation ~~Table. This table includes both equity andnon-equity~~ ~~awards granted during 2018.~~

Name
Grant
Date Approval
Date (1)
Estimated Future
Payouts Under
Non-Equity Incentive
Plan Awards (2)

Estimated Future
Payouts Under
Equity Incentive
Plan Awards (3)
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
(3) All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
(3) Exercise
or Base
Price of
Option
Awards
($/Sh) Grant
Date Fair
Value of
Stock and
Option
Awards
(4)
Threshold
($)
Target
($)
Maximum
($) Threshold
(#) Target
(#) Maximum
(#)
Mark Pearson
$ — $ 2,128,400 $ 4,256,800
06/11/2018 05/16/2018 208,786 $ 21.34 $ 962,503
05/17/2018 05/16/2018 44,396 $ 962,505
05/17/2018 05/16/2018 41,541 83,082 $ 962,505
05/17/2018 05/16/2018 44,396 88,792 $ 962,505
05/09/2018 04/25/2018 46,250 92,500 92,500 92,500 $ 3,700,000
Anders Malmström
$ — $ 1,000,000 $ 2,000,000
06/11/2018 05/16/2018 81,345 $ 21.34 $ 375,000
05/17/2018 05/16/2018 17,298 $ 375,021
05/17/2018 05/16/2018 16,185 32,370 $ 375,006
05/17/2018 05/16/2018 17,298 34,596 $ 375,021
05/09/2018 04/25/2018 18,500 37,000 37,000 37,000 $ 1,480,000
Jeff Hurd
$ — $ 1,500,000 $ 3,000,000
06/11/2018 05/16/2018 97,614 $ 21.34 $ 450,001
05/17/2018 05/16/2018 20,757 $ 450,012
05/17/2018 05/16/2018 19,422 23,306 $ 450,008
05/17/2018 05/16/2018 20,757 24,908 $ 450,012
05/09/2018 04/25/2018 9,250 18,500 18,500 18,500 $ 740,000
Dave Hattem
$ — $ 750,000 $ 1,500,000
06/11/2018 05/16/2018 54,230 $ 21.34 $ 250,000
05/17/2018 05/16/2018 11,532 $ 250,014
05/17/2018 05/16/2018 10,790 21,580 $ 250,004
05/17/2018 05/16/2018 11,532 23,064 $ 250,014
05/09/2018 04/25/2018 18,500 37,000 37,000 37,000 $ 1,480,000
Seth Bernstein
12/11/2018 12/11/2018 149,868 $ 4,000,000
05/09/2018 04/25/2018 9,250 18,500 18,500 18,500 $ 740,000

~~(1)~~

On May 16, 2018, the Compensation Committee approved the grant of the EQH RSUs and EQH Performance Shares with a grant date of May 17, 2018 and the grant of the EQH Stock Options with a grant date of June 11, 2018. On April 25, 2018, the Board approved the grant of the Transaction Incentive Awards with a grant date of May 9, 2018. On December 11, 2018, the AB Compensation Committee approved the grant of the 2018 SB Award with a grant date of December 11, 2018. column:

~~(2)~~

For the EQH Program Participants, the target column shows the target award under the 2018 STIC Program assuming the plan was 100% funded. The actual awards paid to the EQH Program Participants are listed in the~~Non-Equity~~ ~~Incentive Compensation column of the Summary Compensation Table.~~

~~(3)~~

For the EQH Program Participants, the second row shows the EQH Stock Options granted on June 11, 2018. The third, fourth and fifth rows show the EQH RSUs, the TSR Performance Shares and the ROE Performance Shares granted on May 17, 2018, respectively. The sixth row shows the Transaction Incentive Awards granted on May 9, 2018. For Mr. Bernstein, the first row shows the 2018 SB Award granted on December 11, 2018 and the second row shows the Transaction Incentive Award granted on May 9, 2018.

~~(4)~~

The amounts in this column represent the aggregate grant date fair value of all equity-based awards granted to the Named Executive Officers in 2018 in accordance with ASC Topic 718. The EQH Performance Shares were valued at target which represents the probable outcome at grant date.


52				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~



2022 ALL OTHER COMPENSATION TABLE

Name		Auto ($) (a)		Excess Liability Insurance ($) (b)		Financial Advice ($) (c)		Profit Sharing/401k Plan Contributions ($) (d)		Excess 401(k) Contributions ($) (e)		Other Perquisites/ Benefits ($) (f)		`TOTAL

Pearson, Mark	2022		30,604		6,607		22,230		20,725		873,251		—		953,417

Raju, Robin	2022		—		—		—		20,725		328,097		—		348,822

Hurd, Jeffrey	2022		—		—		—		20,725		499,407		—		520,132

Lane, Nick	2022		—		—		—		20,725		391,007		10,043		421,775

Bernstein, Seth	2022		258,939		—		—		15,250		—		3,588		277,777

(a)

~~SUPPLEMENTAL INFORMATION FOR SUMMARY COMPENSATION AND GRANTS OF PLAN-BASED AWARDS TABLES~~

~~2018 Annual Equity-Based Awards for EQH Program Participants~~

~~EQH RSUs.~~ ~~EQH RSUs were granted on May 17, 2018 with~~Pursuant to their employment agreements, both Mr. Pearson and Mr. Bernstein are entitled to the business and personal use of a ~~vesting schedule~~dedicated car and driver. The personal use was valued by multiplying the related annual costs (parking, gas, insurance, lease payments, driver compensation, etc.) by a fraction, the numerator of ~~approximately three years, withone-third~~ ~~of the grant vesting on each of March 1, 2019, March 1, 2020 and March 1, 2021. EQH RSUs receive dividend equivalents with the same vesting schedule as their related units.~~

~~EQH Stock Options.~~ ~~EQH Stock Options were granted on June 11, 2018 with a term of approximately ten years and a vesting schedule of approximately three years, withone-third~~ ~~of the grant vesting on each of March 1, 2019, March 1, 2020 and March 1, 2021. The exercise price for the EQH Stock Options is $21.34,~~ which was the ~~closing price~~miles used for ~~Holdings’ common stock on~~personal purposes and the denominator of which was the total miles used.

(b)

Equitable Financial pays the premiums for excess liability insurance coverage for Mr. Pearson pursuant to his employment agreement. The amount in this column reflects the actual amount of premiums paid.

(c)

Equitable Financial paid for financial planning services and expatriate tax services for Mr. Pearson in 2022 pursuant to his employment agreement.

(d)

This column includes the amount of company contributions received by each EQH Program Participant under the 401(k) Plan and by Mr. Bernstein under the Profit Sharing Plan.

(e)

This column includes the amount of company contributions received by each EQH Program Participant under the Post-2004 Plan. Excess 401(k) Contributions to the Post-2004 Plan were eliminated as of January 1, 2023. As a result, each EQH Program Participant received a special one-time contribution in 2022 in addition to the Excess 401(k) Contributions calculated under the plan’s formula.

(f)

For Mr. Lane, this column includes $10,043 related to his spouse accompanying him to company events. For Mr. Bernstein this column includes $3,564 in life insurance premiums and $24 in additional perks.


58				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Executive Compensation

2022 GRANTS OF PLAN-BASED AWARDS

The following table provides additional information about plan-based compensation disclosed in the “Summary Compensation Table.” This table includes both equity and non-equity awards granted during 2022.



2022 GRANTS OF PLAN-BASED AWARDS
Name	Grant Date		Approval Date (1)		Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)						Estimated Future Payouts Under Equity Incentive Plan Awards (3)						All Other Stock Awards: Number of Shares of Stock or Units (#)		All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($) (4)
Name	Grant Date		Approval Date (1)		Threshold ($)		Target ($)		Maximum ($)		Threshold ($)		Target ($)		Maximum ($)					Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($) (4)

Pearson, Mark						—		3,148,000		6,296,000
		02/16/22		02/15/22														122,579				4,240,008
		02/16/22		02/15/22								42,973		171,892		343,784						6,360,004

Raju, Robin						—		1,100,000		2,200,000
		02/16/22		02/15/22														19,659				680,005
		02/16/22		02/15/22								6,892		27,568		55,136						1,020,016

Hurd, Jeffrey						—		1,500,000		3,000,000
		02/16/22		02/15/22														23,129				800,032
		02/16/22		02/15/22								8,108		32,433		64,866						1,200,021

Lane, Nick						—		1,250,000		2,500,000
		02/16/22		02/15/22														28,911				1,000,031
		02/16/22		02/15/22								10,135		40,541		81,082						1,500,017

Bernstein, Seth		12/12/22		12/12/22														117,791				4,575,000
		02/16/22		02/15/22														11,565				400,033
		02/16/22		02/15/22								4,054		16,217		32,434						600,029

(1)

On February 15, 2022, the Compensation Committee approved the grant ~~date.~~

of the EQH ~~Performance Shares.~~RSUs and EQH Performance Shares ~~were granted on May 17, 2018 and will cliff vest after approximately three years. EQH Performance Shares will receive dividend equivalents~~ with a grant date of February 16, 2022. On December 12, 2022, the ~~same vesting schedule as their related shares and were granted unearned. Two types of EQH Performance Shares were granted:~~

•

~~ROE Performance Shares~~ ~~– EQH Performance Shares that may be earned based on the Company’s performance against certain targets for itsNon-GAAP~~ ~~Operating ROE~~⁸~~; and~~

•

~~TSR Performance Shares~~ ~~– EQH Performance Shares that may be earned based on Holdings’ Relative TSR.~~

~~ROE Performance Shares~~.~~The number of ROE Performance Shares that are earned will be determined at~~AB Compensation Committee approved the ~~end~~grant of the ~~performance period (January 1, 2018 –~~2022 SB Award with a grant date of December ~~31, 2020) by multiplying~~12, 2022.

(2)

For the ~~number of unearned ROE Performance Shares granted by~~EQH Program Participants, the ~~“Final ROE Performance Factor.”~~target column shows the target award under the 2022 STIC Program assuming the plan was 100% funded. The ~~Final ROE Performance Factor will be determined by averaging~~actual awards paid to the ~~“ROE Performance Factor” for each~~EQH Program Participants are listed in the Non-Equity Incentive Compensation column of the ~~three calendar years in the ROE Performance Period. Specifically, the Company will be assigned target, maximum~~“Summary Compensation Table.”

(3)

The second and ~~threshold amounts forNon-GAAP~~ ~~Operating ROE for each of 2019 and 2020 and Pro FormaNon-GAAP~~ ~~Operating ROE for 2018 that will determine the “ROE Performance Factor” for the applicable year as follows:~~


~~The actual result for the~~ ~~applicable year equals~~~~....~~		~~The ROE Performance Factor for the~~ ~~applicable year will equal~~~~....~~
~~Maximum Amount (or greater)~~		~~200%~~
~~Target Amount~~		~~100%~~
~~Threshold Amount~~		~~25%~~
~~Below Threshold~~		0%

~~Note:~~ ~~For results in between the threshold and target and target and maximum amounts, the ROE Performance Factor for the applicable year will be determined by linear interpolation.~~

⁸

This Proxy Statement includes certain non-GAAP financial measures which are used as performance measures in our incentive compensation programs, including non-GAAP Operating Earnings and Pro Forma Non-GAAP Operating ROE. More information on these measures and reconciliations to the most comparable U.S. GAAP measures can be found in Appendix A.


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							53

~~Executive Compensation~~

~~TSR Performance Shares~~.The number of TSR Performance Shares that are earned will be determined at the end of a performance period (May 17, 2018—December 31, 2020) by multiplying the number of unearned TSR Performance Shares by the “TSR Performance Factor.” The TSR Performance Factor will be determined as follows, subject to a cap of 100% if Holdings’ total stockholder return for the performance period is negative:


~~If Relative TSR for the TSR~~ ~~Performance Period is~~~~...~~		~~The TSR Performance Factor will~~ ~~equal~~~~...~~
~~87.5~~^th ~~percentile or greater (maximum)~~		~~200%~~
50^th ~~percentile (target)~~		~~100%~~
30^th ~~percentile (threshold)~~		~~25%~~
~~Below 30~~^th ~~percentile~~		0%

~~Note:~~ ~~For results in between the threshold and target and target and maximum amounts, the TSR Performance Factor will be determined by linear interpolation.~~

~~2018 Transaction Incentive Awards~~

All Transaction Incentive Awards were paid in the form of restricted stock units that will be settled in shares of Holdings’ common stock. The amount of restricted stock units granted to each Named Executive Officer was determined by dividing his award value by the IPO price of $20. The restricted stock units vest as follows:


~~Type Of Units~~		~~Vesting Requirements~~
~~Service Units~~ ~~(50% of award)~~		• ~~50% of the Service Units vested on November 14, 2018;~~ • ~~25% of the Service Units will vest on May 10, 2019; and~~ • ~~25% of the Service Units will vest on May 10, 2020.~~
~~Performance Units~~ ~~(50% of award)~~		• Condition #1 – if, prior to May 10, 2020, the average closing price of a share of Holdings’ common stock for thirty consecutive days is at least equal to $26, all Performance Units will immediately vest; • Condition #2 – if Condition #1 is not met but, prior to May 10, 2023, the average closing price of a share of Holdings’ common stock for thirty consecutive days is at least equal to $30, all Performance Units will immediately vest; and • ~~Condition #3 – if neither Condition #1 nor Condition #2 is met, fifty percent of the Performance Units will vest on May 10, 2023. The remaining 50% of the Performance Units will be forfeited.~~

~~2018 SB Award~~

~~The 2018 SB Award is denominated in restricted AB Holding Units and has a four-yearpro-rata~~ vesting schedule. The AB Holding Units underlying the 2018 SB Award are restricted and are not permitted to be transferred by Mr. Bernstein. Mr. Bernstein has voluntarily elected to defer receipt of any vested portion of the 2018 SB Award until 2023. Quarterly cash distributions on vested and unvested restricted AB Holding Units in respect of the 2018 SB Award will be delivered to Mr. Bernstein when cash distributions generally are paid to all Unitholders. If Mr. Bernstein resigns or is terminated without cause prior to the vesting date, he is eligible to continue to vest in the 2018 SB Award, subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition, and restrictions on employee and client solicitation. The 2018 SB Award will immediately vest upon a termination due to death or disability. AB is permitted to claw-back an award if Mr. Bernstein fails to adhere to risk management policies.


54				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

~~OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2018~~

~~The following table lists outstanding equity grants~~third rows for each Named Executive Officer asshow the EQH RSUs and TSR Performance Shares granted on February 16, 2022, respectively. For Mr. Bernstein, the first row shows the 2022 AB Award granted on December 12, 2022.

(4)

The amounts in this column represent the aggregate grant date fair value of ~~December 31, 2018.~~all equity-based awards granted to the Named Executive Officers in 2022 in accordance with ASC Topic 718. The EQH Performance Shares were valued at target which represents the probable outcome at grant date.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							59

Executive Compensation

SUPPLEMENTAL INFORMATION FOR SUMMARY COMPENSATION AND GRANTS OF PLAN-BASED AWARDS TABLES

2022 Annual Equity-Based Awards

EQH RSUs. EQH RSUs were granted on February 16, 2022, with a vesting schedule of three years, with one-third of the grant vesting on each of February 28, 2023, February 28, 2024, and February 28, 2025. EQH RSUs receive dividend equivalents with the same vesting schedule as their related units.

EQH Performance Shares. EQH Performance Shares were granted on February 16, 2022, and will cliff vest after three years on February 28, 2025. EQH Performance Shares will receive dividend equivalents with the same vesting schedule as their related shares and were granted unearned. One type of EQH Performance Shares was granted in 2022:

•

TSR Performance Shares – EQH Performance Shares that may be earned based on Holdings’ Relative TSR.

TSR Performance Shares. The number of TSR Performance Shares that are earned will be determined at the end of a performance period (January 1, 2022 – December 31, 2024) by multiplying the number of unearned TSR Performance Shares by the “TSR Performance Factor.” The TSR Performance Factor will be determined as follows, subject to a cap of 100% if Holdings’ total stockholder return for the performance period is negative:


If Relative TSR for the TSR Performance Period is..		The TSR Performance Factor will equal..

87.5^th percentile or greater (maximum)		200%

50^th percentile (target)		100%

30^th percentile (threshold)		25%

Below 30th percentile		0%

Note: For results in between the threshold and target and target maximum amounts, the TSR Performance Factor will be determined by linear interpolation.

The TSR Peer Group for 2022 consisted of the following companies:


2022 TSR Peer Group

Ameriprise Financial, Inc. Brighthouse Financial, Inc. CNO Financial Group, Inc. Globe Life Lincoln National Corporation Manulife Financial Corp.		MetLife Principal Financial Group, Inc. Prudential Financial, Inc. Sun Life Financial, Inc. Unum Group Voya Financial, Inc.

2022 SB Award

The 2022 SB Award is denominated in restricted AB Holding Units and has a three-year pro-rata vesting schedule. The AB Holding Units underlying the 2022 SB Award are restricted and are not permitted to be transferred by Mr. Bernstein. Mr. Bernstein has voluntarily elected to defer receipt of 50% of any vested portion of the 2022 SB Award until January 2030 to be received in five annual installments and will receive the remaining 50% of the 2022 SB Award as it vests each December. Quarterly cash distributions on vested and unvested restricted AB Holding Units in respect of the 2022 SB Award will be delivered to Mr. Bernstein when cash distributions generally are paid to all Unitholders. If Mr. Bernstein resigns or is terminated without cause prior to the vesting date, he is eligible to continue to vest in the 2022 SB Award, subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition and employee and client solicitation. The 2022 SB Award will immediately vest upon a termination due to death or disability. AB is permitted to claw-back an award if Mr. Bernstein fails to adhere to risk management policies.


60				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Executive Compensation

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2022

The following table lists outstanding equity grants for each Named Executive Officer as of December 31, 2022. The table includes outstanding equity grants from past years as well as the current year. For Messrs. Pearson, Raju and Lane, equity grants in 2017 and prior years were awarded in respect of AXA ordinary shares.



OUTSTANDING EQUITY AWARDS AT 2022 YEAR-END

Option Awards											Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable (1)		Number of Securities Underlying Unexercised Options (#) Unexercisable (1)		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (1)	Option Exercise Price ($) (2)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#) (3)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#)

Pearson, Mark		170,004		0		$	26.69		06/21/27		453,129		13,004,789		84,501		2,425,179
Pearson, Mark		208,786		0		$	21.34		03/01/28

		139,948		0		$	18.74		02/14/29

		305,111		152,555		$	23.18		02/26/30

Raju, Robin		8,726		0		$	18.74		02/14/29		43,110		1,237,271		10,862		311,739

		8,581		8,581		$	23.18		02/26/30

Hurd, Jeffrey		56,149		0		$	21.34		03/01/28		105,571		3,029,893		18,422		528,711
Hurd, Jeffrey		39,267		0		$	18.74		02/14/29

		76,278		38,139		$	23.18		02/26/30

Lane, Nick		74,352		0		$	26.12		06/19/25		112,510		3,229,026		21,007		602,901
Lane, Nick		84,729		0		$	24.00		06/06/26

		76,278		38,139		$	23.18		02/26/30

Bernstein, Seth		65,446		0		$	18.74		02/14/29		331,971		11,119,069		8,454		242,630

		38,140		19,069		$	23.18		02/26/30

(1)	All options with expiration dates prior to March 1, 2028, are AXA stock options. All AXA stock options are vested.

(2)


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							61

Executive Compensation

(3)

For the EQH Program Participants, ~~equity grants in 2017 and prior years were awarded in respect of AXA ordinary shares.~~

OPTION AWARDS

   STOCK AWARDS
Name
   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
(1)    Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
(1)    Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
(1)    Option
Exercise
Price ($)
(2)    Option
Expiration
Date    Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
(3)    Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)    Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#) (4)    Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($)
Mark Pearson
         41,134    $ 25.74    03/24/2024    182,967    $ 3,500,876    426,303    $ 8,099,120
   48,486       96,972    $ 26.12    06/19/2025
         186,069    $ 24.00    06/06/2026
         170,004    $ 26.69    06/21/2027
      208,786       $ 21.34    03/01/2028
Anders Malmström
   24,414       12,206    $ 25.74    03/24/2024    59,395    $ 1,104,837    150,435    $ 2,812,649
   12,393    12,393    12,393    $ 26.12    06/19/2025
      37,656    18,828    $ 24.00    06/06/2026
      35,442    17,720    $ 26.69    06/21/2027
      81,345       $ 21.34    03/01/2028
Jeff Hurd
      97,614       $ 21.34    03/01/2028    30,007    $ 499,016    79,436    $ 1,321,021
Dave Hattem
   22,626       11,314    $ 25.74    03/24/2024    53,629    $ 1,008,948    135,525    $ 2,574,705
   12,393    12,393    12,393    $ 26.12    06/19/2025
      40,012    20,004    $ 24.00    06/06/2026
      35,442    17,720    $ 26.69    06/21/2027
      54,230       $ 21.34    03/01/2028
Seth Bernstein
                  9,250    $ 153,828    18,500    $ 307,655
                  273,398    $ 7,469,243

~~(1)~~

~~All options with expiration dates prior to March 1, 2028 are AXA stock options. All AXA stock options haveten-year~~ ~~terms and a vesting schedule of five years, withone-third~~ of the grant vesting on each of the third, fourth and fifth anniversaries of the grant; provided that the last third will vest only if the AXA ordinary share performs at least as well as the SXIP Index during a specified period (this condition applies to all AXA stock options granted to Mr. Pearson).this column reflects the following:

~~(2)~~

All AXA stock options have euro exercise prices. All euro exercise prices have been converted to U.S. dollars based on the euro to U.S. dollar exchange rate on the day prior to the grant date. The actual U.S. dollar equivalent of the exercise price will depend on the exchange rate at the date of exercise.


   2020 EQH Performance
Shares Vesting 2/26/23
2020 EQH RSUs –
Vesting Ratably on
2/26/23
   2021 EQH RSUs –
Vesting Ratably on
2/28/23 and
2/28/24    2021 EQH RSUs –
Vesting on
2/28/24    2022 EQH RSUs –
Vesting Ratably
on 2/28/23,
2/28/24 and
2/28/25
Mr. Pearson
   TSR – 114,253    31,215    80,350

   125,799

   ROE – 101,512







Mr. Raju
   TSR – 6,428    1,756    4,520    4,520    20,175

   ROE – 5,711







Mr. Hurd
   TSR – 28,565    7,804    20,087

   23,737

   ROE – 25,379







Mr. Lane
   TSR – 28,565    7,804    21,092

   29,670

   ROE – 25,379







Mr. Bernstein
   TSR – 14,283    3,902    8,537

   11,869

   ROE – 12,690

For Mr. Bernstein, this column also reflects:


Amount		Grant

34,783		Restricted AB Holdings Units Granted in 2019 Vesting Ratably on 12/1/23

59,735		Restricted AB Holdings Units Granted in 2020 Vesting Ratably on 12/1/23 and 12/1/24

68,381		Restricted AB Holdings Units Granted in 2021 Vesting Ratably on 12/1/23 and 12/1/24

117,791		Restricted AB Holdings Units Granted in 2022 Vesting Ratably on 12/1/23, 12/1/24 and 12/1/25

(4)	This column includes:

~~(3)~~

For the EQH Program Participants, this column reflects earned but unvested EQH RSUs granted in 2018, AXA performance shares granted in 2015 and the remaining unvested 50% of the Service Units received under their Transaction Incentive Awards as follows:


   2021 EQH Performance
Shares Vesting 2/26/24    2022 EQH Performance
Shares Vesting 2/28/25
Mr. Pearson

40,399

44,102
Mr. Raju

3,788

7,074
Mr. Hurd

10,100

8,322
Mr. Lane

10,605

10,402
Mr. Bernstein

4,293

4,161

2020 Performance Shares are reported based on actual performance; 2021 and 2022 Performance Shares are reported at Threshold.


62				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Executive Compensation

OPTION EXERCISES AND STOCK VESTED IN 2022

The following table summarizes the value received from stock option exercises and stock awards vested during 2022.



OPTION EXERCISES AND STOCK VESTED

		OPTION AWARDS				STOCK AWARDS

Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)		Number of Shares Acquired on Vesting (#) (1)		Value Realized on Vesting ($) (2)

Pearson, Mark		220,000		2,701,250		372,659		12,572,174

Raju, Robin		0		0		25,989		877,828

Hurd, Jeffrey		30,000		369,588		116,170		3,923,908

Lane, Nick		124,346		1,463,369		181,835		5,533,405

Bernstein, Seth		0		0		199,915		7,698,133

(1)

For Messrs. Pearson, Raju and Hurd, this column reflects the vesting of their 2019 EQH performance shares, the first tranche of their 2021 EQH RSUs, the second tranche of their 2020 RSUs, and the third tranche of their 2019 RSUs. For Mr. Lane, this column reflects the vesting of his 2018 AXA performance shares, his 2019 EQH performance shares, the first tranche of his 2021 EQH RSUs, the second tranche of his 2020 RSUs, and the third tranche of his 2019 RSUs.

For Mr. Bernstein, this column reflects the vesting of:

•

the first tranche of his 2021 EQH RSUs, the second tranche of his 2020 EQH RSUs and the third tranche of his 2019 EQH RSUs;

   2015 AXA Performance
Shares Vesting 6/19/19    2018 Transaction Incentive Awards –
Service Units Vesting Ratably on
5/10/19 and 5/10/20    2018 EQH RSUs – Vesting Ratably on
3/1/19, 3/1/20 and 3/1/21
Mr. Pearson
92,321    46,250    44,396
Mr. Malmström
23,597    18,500    17,298
Mr. Hurd
   9,250    20,757
Mr. Hattem
23,597    18,500    11,532

For Mr. Bernstein, the first row reflects the remaining unvested 50% of the Service Units he received under his Transaction Incentive Award and the second row reflects unvested restricted AB Holding Units granted in 2017 (which vest ratably on May 1 of each of 2019, 2020 and 2021) and unvested restricted AB Holding Units granted in 2018 (which vest ratably on December 1 of each of 2019, 2020, 2021 and 2022).

								•		the third tranche of the restricted AB Holding Units granted to him in 2018, the delivery of which Mr. Bernstein elected to defer until January 31, 2023;
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							55

•

the third tranche of the restricted AB Holding Units granted to him in 2019;

•

~~Executive Compensation~~the second tranche of the restricted AB Holding Units granted to him in 2020, the delivery of which Mr. Bernstein elected to defer until January 31, 2031; and

•

the first tranche of the restricted AB Holding Units granted to him in 2021, the delivery of which Mr. Bernstein elected to defer half until January 31, 2032.

Mr. Bernstein will receive quarterly cash distributions payable with respect to the vested but undelivered portion of his AB Holding Units on the same basis as cash distributions are paid to AB Holding Unitholders generally.

(2)

The value of the AXA performance shares that vested in 2022 was determined based on the actual sale price on the vesting date, converted to US dollars using an exchange rate of 1.0584. The value of the 2019 performance shares, 2019 EQH RSUs, 2020 EQH RSUs, and 2021 RSUs that vested in 2022 were determined using the closing price of a Share on the vesting date. The value of the restricted AB Holding Units that vested in 2022 were determined using the closing price of an AB Holding Unit on the vesting date.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							63

Executive Compensation

~~(4)~~

~~This column includes:~~

PENSION BENEFITS AS OF DECEMBER 31, 2022

The following table lists the pension program participation and actuarial present value of each Named Executive Officer’s defined benefit pension at December 31, 2022. Note that Mr. Hurd did not participate in the Retirement Plan or the Excess Plan, and Mr. Raju did not participate in the ESB Plan, since they were not eligible to participate in the applicable plans prior to their freeze. Mr. Bernstein does not have any pension benefits.


PENSION BENEFITS

Name	Plan Name (1)	Number of Years Credited Service (#) (2)		Present Value of Accumulated Benefit ($)		Payments during the last fiscal year ($)
Pearson, Mark	Equitable Retirement Plan		3		80,480
	Equitable Excess Retirement Plan		3		778,947
	Equitable Executive Survivor Benefit Plan		27		4,698,158
Raju, Robin	Equitable Retirement Plan		8		55,977
	Equitable Excess Retirement Plan		8		—
	Equitable Executive Survivor Benefit Plan		0		—
Hurd, Jeffrey	Equitable Retirement Plan		0		—
	Equitable Excess Retirement Plan		0		—
	Equitable Executive Survivor Benefit Plan		3		1,050,828
Lane, Nick	Equitable Retirement Plan		8		192,768
	Equitable Excess Retirement Plan		8		357,879
	Equitable Executive Survivor Benefit Plan		16		1,130,253

(1)

The December 31, 2022 liabilities for the Retirement Plan, the Excess Plan, and the ESB Plan were calculated using the same participant data, plan provisions and actuarial methods and assumptions used for financial reporting purposes, except that a retirement age of 65 is assumed for all calculations. The assumptions used can be found in note 14 of the notes to Holdings’ consolidated financial statements for the year ended December 31, 2022.

      2016 AXA Performance
Shares Vesting 6/6/20    2017 AXA Performance
Shares Vesting 6/21/21    2018 EQH Performance
Shares Vesting 3/1/21    2018 Transaction
Incentive Awards –
Performance Units
Mr. Pearson
   106,326    97,144
TSR – 41,541
ROE – 88,792
   92,500
Mr. Malmström
   32,277    30,377
TSR – 16,185
ROE – 34,596
   37,000
Mr. Hurd
   —    —
TSR – 19,422
ROE – 41,514
   18,500
Mr. Hattem
   34,294    30,377
TSR – 10,790
ROE – 23,064
   37,000
Mr. Bernstein
   —    —    —    18,500

(2)

~~TSR Performance Shares are reported at target. ROE Performance Shares are reported at maximum.~~

~~OPTION EXERCISES AND STOCK VESTED IN 2018~~

~~The following table summarizes the value received from stock option exercises and stock awards vested during 2018.~~

   OPTION AWARDS    STOCK AWARDS
Name
   Number of
Shares
Acquired on
Exercise (1)    Value
Realized on
Exercise (2)    Number of
Shares
Acquired on
Vesting (3)    Value
Realized on
Vesting (4)
Mark Pearson
   570,840    $ 5,455,816    91,929    $ 2,155,632
Anders Malmström
   11,644    $ 120,296    32,002    $ 737,973
Jeffrey Hurd
   —    $ —    9,302    $ 194,418
Dave Hattem
   —    $ —    31,019    $ 712,357
Seth Bernstein
   —    $ —    50,479    $ 1,310,301

~~(1)~~

~~This column reflects the number~~Credited service for purposes of ~~AXA stock options exercised in 2018 by Mr. Pearson and Mr. Malmström.~~

~~(2)~~

~~All shares acquired upon the option exercises were immediately sold. This column reflects the actual sale price received less the exercise price.~~

~~(3)~~

For Messrs. Pearson, Malmström and Hattem, this column reflects the vesting of the second tranche of their 2014 AXA performance shares in 2018. For all of the Named Executive Officers, this column reflects the vesting of a portion of their Transaction Incentive Awards (and related dividend equivalents) in November 2018. For Mr. Bernstein, this column also reflects the vesting of 41,177 of his 2017 AB Holding Units. The delivery of Mr. Bernstein’s 41,177 AB Holding Units (minus any AB Holding Units withheld to cover applicable taxes) is deferred pursuant to the terms of his employment agreement until May 1, 2021, subject to accelerated delivery upon circumstances set forth in his employment agreement. Mr. Bernstein will receive the cash distributions payable with respect to the vested but undelivered portion of his AB Holding Units on the same basis as cash distributions are paid to AB Holding Unitholders generally.

~~(4)~~

The value of the AXA performance shares that vested in 2018 was determined based on the average of the high and low AXA ordinary share price on the vesting date, converted to US dollars using the European Central Bank reference rate on the vesting date.


56				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

~~PENSION BENEFITS AS OF DECEMBER 31, 2018~~

The following table lists the pension program participation and actuarial present value of each Named Executive Officer’s defined benefit pension at December 31, 2018. Note that Messrs. Malmström and Hurd did not participate in the Retirement Plan orand the Excess Plan ~~since they were not eligible to participate in these plans prior to their freeze. Mr. Bernstein does not have any pension benefits.~~

Name
   Plan Name (1)    Number of
Years
Credited
Service (2)    Present Value of
Accumulated
Benefit    Payments
during the
last fiscal
year
Mark Pearson
   AXA Equitable Retirement Plan    3    $ 70,561    $ —
   AXA Equitable Excess Retirement Plan    3    $ 696,507    $ —
   AXA Equitable Executive Survivor Benefit Plan    24    $ 3,591,990    $ —
Anders Malmström
   AXA Equitable Retirement Plan    —    $ —    $ —
   AXA Equitable Excess Retirement Plan    —    $ —    $ —
   AXA Equitable Executive Survivor Benefit Plan    7    $ 626,356    $ —
Jeffrey Hurd
   AXA Equitable Retirement Plan    —    $ —    $ —
   AXA Equitable Excess Retirement Plan    —    $ —    $ —
   AXA Equitable Executive Survivor Benefit Plan    —    $ —    $ —
Dave Hattem
   AXA Equitable Retirement Plan    19    $ 526,399    $ —
   AXA Equitable Excess Retirement Plan    19    $ 1,090,680    $ —
   AXA Equitable Executive Survivor Benefit Plan    25    $ 2,206,955    $ —
Seth Bernstein
   AXA Equitable Retirement Plan    —    $ —    $ —
   AXA Equitable Excess Retirement Plan    —    $ —    $ —
   AXA Equitable Executive Survivor Benefit Plan    —    $ —    $   —

~~(1)~~

The December 31, 2018 liabilities for the Retirement Plan, the Excess Plan, and the ESB Plan were calculated using the same participant data, plan provisions and actuarial methods and assumptions used for financial reporting purposes, except that a retirement age of 65 is assumed for all calculations. The assumptions used can be found in note 13 of the notes to Holdings’ consolidated financial statements for the year ended December 31, 2018.

~~(2)~~

~~Credited service for purposes of the Retirement Plan and the Excess Plan~~ does not include an executive’s first year of service and does not include any service after the freeze of the plans on December 31, 2013. Pursuant to his employment agreement, Mr. Pearson’s credited service for purposes of the ESB Plan includes approximately 16 years of service with AXA Equitable Life affiliates. However, this additional credited service does not result in any benefit augmentation for Mr. Pearson.

~~The Retirement Plan~~

~~The Retirement Plan is atax-qualified~~ ~~defined benefit plan for eligible employees. The Retirement Plan was frozen effective~~ December 31, 2013.

~~Participants became vested in their benefits under~~ Pursuant to his employment agreement, Mr. Pearson’s credited service for purposes of the ~~Retirement~~ESB Plan after three years of service. Participants are eligible to retire and begin receiving benefits under the Retirement Plan: (a) at age 65 (the “normal retirement date”) or (b) if they are at least age 55 with at least 5 fullincludes approximately 16 years of service ~~(an “early retirement date”).~~

~~Prior to the freeze, the Retirement Plan provided a cash balance~~with Equitable Financial affiliates. However, this additional credited service does not result in any benefit ~~whereby AXA Equitable Life established a notional account~~augmentation for each Retirement Plan participant. This notional account was credited with deemed pay credits equal to 5% of eligible compensation up to the Social Security wage base plus 10% of eligible compensation above the Social Security wage base. Eligible compensation included base salary and short-term incentive compensation and was subject to limits imposed by the Internal Revenue Code. These notional accounts continue to be credited with deemed interest credits. For pay credits earned on or after April 1, 2012 up to December 31, 2013, the interest rate is determined annuallyMr. Pearson since he has elected benefits that do not vary based on ~~the average discount rates forone-year~~ ~~Treasury Constant Maturities. For pay credits earned prior to April 1, 2012, the annual interest rate is the greater~~years of service.

The Retirement Plan

The Retirement Plan is a tax-qualified defined benefit plan for eligible employees. The Retirement Plan was frozen effective December 31, 2013.

Participants became vested in their benefits under the Retirement Plan after three years of service. Participants are eligible to retire and begin receiving benefits under the Retirement Plan: (a) at age 65 (the “normal retirement date”) or (b) if they are at least age 55 with at least 5 full years of service (an “early retirement date”).

Prior to the freeze, the Retirement Plan provided a cash balance benefit whereby Equitable Financial established a notional account for each Retirement Plan participant. This notional account was credited with deemed pay credits equal to 5% of eligible compensation up to the Social Security wage base plus 10% of eligible compensation above the Social Security wage base. Eligible compensation included base salary and short-term incentive compensation and was subject to limits imposed by the Internal Revenue Code. These notional accounts continue to be credited with deemed interest credits. For pay credits earned on or after April 1, 2012, up to December 31, 2013, the interest rate is determined annually based on the average discount rates for one-year Treasury Constant Maturities. For pay credits earned prior to April 1, 2012, the annual interest rate is the greater of 4% and a rate derived from the average discount rates for one-year Treasury Constant Maturities. For 2022, pay credits earned prior to April 1, 2012, received an interest crediting rate of 4% while pay credits earned on or after April 1, 2012, received an interest crediting rate of 0.25%.

Notice of Annual Meeting of Stockholders and ~~a rate derived from the average discount rates forone-year~~ Treasury Constant Maturities. For 2018, pay credits earned prior to April 1, 2012 received an interest crediting rate of 4% while pay credits earned on or after April 1, 2012 received an interest crediting rate of 1.25%.

								2023 Proxy Statement
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							57

~~Executive Compensation~~

Executive Compensation

Participants elect the time and form of payment of their cash balance account after they separate from service. The normal form of payment depends on a participant’s marital status as of the payment commencement date. If the participant is unmarried, the normal form will be a single life annuity. If the participant is married, the normal form will be a 50% joint and survivor annuity. Subject to spousal consent requirements, participants may elect the following optional forms of payment for their cash balance account:

•

Single life annuity;

•

Optional joint and survivor annuity of any whole percentage between 1% and 100%; and

•

Lump sum.

~~Messrs. Pearson and Hattem are each entitled to a frozen cash balance benefit under the Retirement Plan and are currently eligible for early retirement under the plan.~~

For certain grandfathered participants, the Retirement Plan provides benefits under a traditional defined benefit formula based on final average pay, estimated Social Security benefits and years of service. None of the Named Executive Officers are grandfathered participants.

~~The Excess Plan~~

The purpose of the Excess Plan, which was frozen as of December 31, 2013 was to allow eligible employees to earn retirement benefits in excess of those permitted under the Retirement Plan. Specifically, the Retirement Plan is subject to rules under the Internal Revenue Code that cap both the amount of eligible earnings that may be taken into account for determining benefits under the Retirement Plan and the amount of benefits that the Retirement Plan may pay annually. Prior to the freeze of the Retirement Plan, the Excess Plan permitted participants to accrue and be paid benefits that they would have earned and been paid under the Retirement Plan but for these limits. The Excess Plan is an unfunded plan and no assets are actually set aside in participants’ names.

The Excess Plan was amended effective September 1, 2008 to comply with the provisions of Internal Revenue Code Section 409A. Pursuant to the amendment, a participant’s Excess Plan benefits vested after 2005 will generally be paid in a lump sum on the first day of the month following the month in which separation from service occurs provided that payment will be delayed six months for “specified employees” (generally, the fifty most highly-compensated officers of AXA Equitable Life and its affiliates), unless the participant made a special~~one-time~~

Mr. Pearson, Mr. Raju and Mr. Lane are entitled to a frozen cash balance benefit under the Retirement Plan and Mr. Pearson is currently eligible for early retirement under the plan.

The Excess Plan

The purpose of the Excess Plan, which was frozen as of December 31, 2013, was to allow eligible employees to earn retirement benefits in excess of those permitted under the Retirement Plan. Specifically, the Retirement Plan is subject to rules under the Internal Revenue Code that cap both the amount of eligible earnings that may be taken into account for determining benefits under the Retirement Plan and the amount of benefits that the Retirement Plan may pay annually. Prior to the freeze of the Retirement Plan, the Excess Plan permitted participants to accrue and be paid benefits that they would have earned and been paid under the Retirement Plan but for these limits. The Excess Plan is an unfunded plan and no assets are actually set aside in participants’ names.

Mr. Pearson and Mr. Lane are entitled to a frozen benefit under the Excess Plan.

The Excess Plan was amended effective September 1, 2008, to comply with the provisions of Internal Revenue Code Section 409A. Pursuant to the amendment, a participant’s Excess Plan benefits vested after 2005 will generally be paid in a lump sum on the first day of the month following the month in which separation from service occurs provided that payment will be delayed six months for “specified employees” (generally, the fifty most highly-compensated officers of Equitable Financial and its affiliates), unless the participant made a special one-time election with respect to the time and form of payment of those benefits by November 14, 2008. Neither Mr. Pearson nor Mr. Lane made a special election. The time and form of payment of Excess Plan benefits that vested prior to 2005 are the same as the time and form of payment of the participant’s Retirement Plan benefits.

The ESB Plan

The ESB Plan offers financial protection to a participant’s family in the case their death. Eligible employees may choose up to four levels of coverage and the form of benefit to be paid at each level. Each level provides a benefit equal to one time and form of payment of those benefits by November 14, 2008. Neither Mr. Pearson or Mr. Hattem made a special election. The time and form of payment of Excess Plan benefits that vested prior to 2005 are the same as the time and form of payment of the participant’s Retirement Plan benefits.

~~The ESB Plan~~

The ESB Plan offers financial protection to a participant’s family in the case of his or her death. Eligible employees may choose up to four levels of coverage and the form of benefit to be paid at each level. Each level provides a benefit equal to one times the participant’s eligible compensation (generally, base salary plus the higher of: (a) most recent short-term incentive compensation award and (b) the average of the three highest short-term incentive compensation awards), subject to an overall $25 million cap. Each level offers different coverage choices. Generally, the participant can choose between a life insurance death benefit and a deferred compensation benefit payable upon death at each level. Participants are not required to contribute to the cost of Level 1 or Level 2 coverage but are required to contribute annually to the cost of any options elected under Levels 3 and 4 until age 65.

Level 1 coverage continues after retirement until the participant attains age 65. Levels 2, 3 and 4 coverage continue after retirement until the participant’s death, provided that, for Levels 3 and 4 coverage, all required participant contributions are made.

~~The ESB Plan was closed to new participants on January 1, 2019.~~


58				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

~~Level 1~~

~~A participant can choose between the following two options at Level 1:~~

~~Lump Sum Option.Under the Lump Sum Option, a life insurance policy is purchased on the participant’s life. At the death~~
Notice of ~~the participant, the participant’s beneficiary receives atax-free~~ ~~lump sum death benefit from the policy. The participant is taxed annually on the value~~Annual Meeting of ~~the life insurance coverage provided.~~
~~Survivor Income Option~~. Upon the participant’s death, the Survivor Income Option provides the participant’s beneficiary with 15 annual payments approximating the value of the Lump Sum Option or a payment equal to the amount of the lump sum. The payments will be taxable but the participant is not subject to annual taxation.
~~Level 2~~
~~At Level 2, a participant can choose among the Lump Sum Option~~Stockholders and ~~Survivor Income Option, described above, and the following option:~~
~~Surviving Spouse Benefit Option~~.The Surviving Spouse Benefit Option provides the participant’s spouse with monthly income equal to about 25% of the participant’s monthly compensation (with an offset for social security). The payments are taxable but there is no annual taxation to the participant. The duration of the monthly income depends on the participant’s years of service (with a minimum duration of 5 years).
~~Levels 3 and 4~~
~~At Levels 3 and 4, a participant can choose among the Lump Sum Option and Survivor Income Option, described above and the following option:~~
~~Surviving Spouse Income Addition Option.~~The Surviving Spouse Income Addition Option provides monthly income to the participant’s spouse for life equal to 10% of the participant’s monthly compensation. The payments are taxable but there is no annual taxation to the participant.
~~NON-QUALIFIED~~ ~~DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2018~~
The following table provides information on the excess 401(k) contributions received by the EQH Program Participants in 2018, as well as their aggregate balances in the Post-2004 Plan and VDCP. It also reflects Mr. Bernstein’s deferral of an equity award granted in 2017.

Name
   Plan Name    Executive
Contributions
in Last FY    Registrant
Contributions
in Last FY (1)    Aggregate
Earnings in
Last FY (2)
Aggregate
Withdrawals/
Distributions
   Aggregate
Balance at
Last FYE (3)
Mark Pearson
   The Post-2004 Variable Deferred Compensation Plan    $ —    $ 349,964    $ (53,972 ) $ 394,940    $ 1,409,626
Anders Malmström
   The Post-2004 Variable Deferred Compensation Plan    $ —    $ 146,116    $ (23,655 ) $ —    $ 574,495
Jeffrey Hurd
   The Post-2004 Variable Deferred Compensation Plan    $ —    $ 58,806    $ (1,939 ) $ —    $ 56,867
Dave Hattem
   The Post-2004 Variable Deferred Compensation Plan    $ —    $ 128,329    $ (36,330 ) $ 106,954    $ 740,634
   The Variable Deferred Compensation Plan    $ —    $ —    $ (73,060 ) $ —    $ 1,259,141
Seth Bernstein (4)
   2017 Equity Award    $ 1,115,883    $ —    $ 96,766 $ —    $ —
~~(1)~~
~~The amounts reported in this column are also reported in the “All Other Compensation” column of the 2018 Summary Compensation Table above.~~
~~(2)~~
~~The amounts reported in this column are not reported in the 2018 Summary Compensation Table.~~
2023 Proxy Statement 65
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 59
~~Executive Compensation~~

Executive Compensation

~~(3)~~

~~The amounts in this column that were previously reported as compensation in the Summary Compensation Table included in AXA Equitable Life’s Forms10-K~~

The ESB Plan was closed to new participants on January 1, 2019. As a result, Mr. Raju is not eligible to participate in the ESB Plan.

Level 1

A participant can choose between the following two options at Level 1:

Lump Sum Option. Under the Lump Sum Option, a life insurance policy is purchased on the participant’s life. At the death of the participant, the participant’s beneficiary receives a tax-free lump sum death benefit from the policy. The participant is taxed annually on the value of the life insurance coverage provided.

Survivor Income Option. Upon the participant’s death, the Survivor Income Option provides the participant’s beneficiary with 15 annual payments approximating the value of the Lump Sum Option or a payment equal to the amount of the lump sum. The payments will be taxable but the participant is not subject to annual taxation.

Level 2

At Level 2, a participant can choose among the Lump Sum Option and Survivor Income Option, described above, and the following option:

Surviving Spouse Benefit Option. The Surviving Spouse Benefit Option provides the participant’s spouse with monthly income equal to about 25% of the participant’s monthly compensation (with an offset for social security). The payments are taxable but there is no annual taxation to the participant. The duration of the monthly income depends on the participant’s years of service (with a minimum duration of 5 years).

Levels 3 and 4

At Levels 3 and 4, a participant can choose among the Lump Sum Option and Survivor Income Option, described above and the following option:

Surviving Spouse Income Addition Option. The Surviving Spouse Income Addition Option provides monthly income to the participant’s spouse for life equal to 10% of the participant’s monthly compensation. The payments are taxable but there is no annual taxation to the participant.


66				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Executive Compensation

NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2022

The following table provides information on employer contributions received, and deferrals made, by the EQH Program Participants under the Post-2004 Plan in 2022, as well as their aggregate balances in the Post-2004 Plan. It also reflects Mr. Bernstein’s deferral of certain equity awards and employer contributions received by Mr. Lane under the Lane Letter Agreement.


NON-QUALIFIED DEFERRED COMPENSATION
Name	Plan Name	Executive Contributions in Last FY ($)		Registrant Contributions in Last FY ($) (1)		Aggregate Earnings in Last FY ($) (2)			Aggregate Withdrawals/ Distributions ($)			Aggregate Balance at Last FYE ($) (3)
Pearson, Mark	The Post-2004 Variable Deferred Compensation Plan		164,059		873,251		(534,756	)		(458,418	)		3,432,550
Raju, Robin	The Post-2004 Variable Deferred Compensation Plan		86,020		328,097		(62,863	)		(36,549	)		619,587
Hurd, Jeffrey	The Post-2004 Variable Deferred Compensation Plan		529,306		499,407		(402,896	)		—			1,894,964
Lane, Nick	The Post-2004 Variable Deferred Compensation Plan		73,652		391,007		(269,605	)		—			1,843,232
	Lane Letter Agreement				—		(31,952	)		—			191,459
Bernstein, Seth (4)	2018 Equity Awards		1,524,916		—		(1,863,619	)		397,902			5,150,993
	2020 Equity Awards		1,215,611		—		(621,246	)		105,731			2,053,099
	2021 Equity Awards		695,778		—		(108,213	)		—			587,565

(1)	The amounts reported in this column are also reported in the “All Other Compensation” column of the 2020 “Summary Compensation Table” above.

(2)	The amounts reported in this column are not reported in the 2022 “Summary Compensation Table.”

(3)

The amounts in this column for the Post-2004 Variable Deferred Compensation Plan that were previously reported as compensation in the “Summary Compensation Table” included in Holdings’ 2022, 2021, 2020 and 2019 Proxy Statements and Equitable Financial’s Forms 10-K for the years ended December 31, 2017, 2016, 2015 and 2014 are:

EQH Program Participant
   Amount
Pearson
   $ 1,311,245
Malmström
   $ 366,469
Hattem
   $ 458,674

EQH Program Participant

~~(4)~~

For Mr. Bernstein, the executive contributions column reflects the value of 41,177 restricted AB Holding Units that vested on May 1, 2018 and will not be delivered until May 1, 2021. The aggregate earnings in last fiscal year column reflects the change in the AB Holding Unit price between May 1 and December 1, 2018 and cash distributions received by Mr. Bernstein on the deferred units during this period. The grant date fair value of the AB Holding Units was reported in the Summary Compensation Table for 2017.

Amount Previously Reported ($)

~~The Post-2004 Plan~~Mr. Pearson

2,629,256

~~The Post-2004 Plan allows eligible employees to defer~~Mr. Raju

80,439

Mr. Hurd

682,787

Mr. Lane

749,604

For the ~~receipt of up to 25% of their base salary and short-term incentive compensation. Deferrals are credited to a bookkeeping account~~Lane Letter Agreement, the amount reported in this column that was previously reported as compensation in the ~~participant’s name on~~“Summary Compensation Table” included in Holdings’ 2022 Proxy Statement was $80,088.

For Mr. Bernstein, the first day of the month following the month in which the compensation otherwise would have been paid to him or her. The account is used solely for record keeping purposes and no assets are actually placed into any accountamount previously reported in the ~~participant’s name.~~

~~Account balances~~“Summary Compensation Table” included in the Post-2004 Plan are credited with gains and losses as if invested in the available earnings crediting options chosen by the participant. The Post-2004 Plan currently offers a variety of earnings crediting options.

Each year, participants in the Post-2004 Plan can elect to make deferrals into an account they have already established under the plan or they may open a new account, provided that they may not allocate any new deferrals into an account if they are scheduled to receive payments from the account in the next calendar year.

When participants establish an account, they must elect the form and timing of payments for that account. They may receive payments of their account balance in a lump sum or in any combination of lump sum and/or annual installments paid over consecutive years. They may elect to commence payments from an account in July or December of any year after the year following the deferral election provided that payments must commence by the first July or December following age 71.

In addition, AXA Equitable Life provides excess 401(k) contributions in the Post-2004 Plan for participants in the 401(k) Plan with eligible compensation in excess of the qualified plan compensation limit. These contributions are equal to 10% of the participant’s (i) eligible compensation in excess of the qualified plan compensation limit ($275,000 in 2018) and (ii) voluntary deferrals to the Post-2004 PlanAB’s Forms 10-K for the ~~applicable year.~~

~~The VDCP~~

Under the VDCP, eligible employees were permitted to defer the receipt of up to 25% of their base salary and short-term incentive compensation. Deferrals were credited to a bookkeeping account in the participant’s name on the first day of the month following the month in which the compensation otherwise would have been paid to him or her. The account is used solely for record keeping purposes and no assets are actually placed into any account in the participant’s name. The VDCP was frozen as ofyears ended December 31, ~~2004 so~~2018, 2020 and 2021 were $4,000,000 for his 2018 Equity Award, $3,835,000 for his 2020 Equity Award, and $5,225,000 for his 2021 Equity Award.

(4)	For Mr. Bernstein, the executive contributions column reflects the value of:

•

for the 2018 Equity Award, 37,467 restricted AB Holdings Units that ~~no amounts earned or~~ vested ~~after 2004 can~~on December 1, 2022, and which were delivered on January 31, 2023; and

•

for the 2020 Equity Award, 29,868 restricted AB Holding Units that vested on December 1, 2022, and will not be ~~deferred under~~delivered until January 31, 2031; and

•

for the ~~VDCP.~~

~~Account balances in the VDCP~~2021 Equity Award, 17,095 restricted AB Holding Units that ~~are attributable to deferrals~~vested on December 1, 2022, and will not be delivered until January 31, 2032.

The Post-2004 Plan

The Post-2004 Plan allows eligible employees to defer the receipt of up to 50% of their base salary and short-term incentive compensation. Deferrals are credited to a bookkeeping account in the participant’s name on the first day of the month following the month in which the compensation otherwise would have been paid to him or her. The account is used solely for record keeping purposes and no assets are actually placed into any account in the participant’s name.


Notice of ~~base salary~~Annual Meeting of Stockholders and short-term incentive compensation are credited with gains and losses as if invested in the available earnings crediting options chosen by the participant. The VDCP currently offers a variety of earnings crediting options. ~~Participants in the VDCP could elect to credit their deferrals toin-service~~ or retirement distribution accounts. For retirement accounts, payments may be received in any combination of a lump sum and/or annual installments paid in consecutive years. Payments may begin in any January or July following the participant’s termination date, but they must begin by either the first January or the first July following the later of: (a) the participant’s attainment of age 65 and (b) the date that is thirteen months following the participant’s termination date. For~~in-service~~ ~~accounts, payments are made to the participant in December of the year elected by the participant in a lump sum or in up to five annual installments over consecutive years.~~2023 Proxy Statement							67

Executive Compensation


60				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

~~POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL~~

~~EQH Program Participants~~

Account balances in the Post-2004 Plan are credited with gains and losses as if invested in the available earnings crediting options chosen by the participant. The Post-2004 Plan currently offers a variety of earnings crediting options.

In addition, Equitable Financial provides excess 401(k) contributions in the Post-2004 Plan for participants in the 401(k) Plan with eligible compensation in excess of the qualified plan compensation limit. These contributions are equal to 5% of the participant’s (i) eligible compensation in excess of the qualified plan compensation limit ($305,000 in 2022) and (ii) voluntary deferrals to the Post-2004 Plan for the applicable year. Equitable Financial also provides a 3% excess matching contribution for participants’ voluntary deferrals under the plan. Both the 5% contribution and 3% excess matching contribution were discontinued for all participants after December 31, 2022.

The Lane Letter Agreement

The Lane Letter Agreement provided that, for each calendar year during which Mr. Lane was employed by Equitable Financial and on international assignment to AXA Life Japan for any portion of the year, he would be entitled to an employer contribution to a deferred compensation account for that year. For 2016, this contribution was equal to 10% of his salary prior to departure, pro-rated based on the period of service under the assignment during 2016. For each year after 2016, his contribution was equal to the value of any additional employer contributions that he would have received in that year under the AXA Equitable 401(k) Plan and its related excess plan if eligible compensation for purposes of those plans equaled his worldwide income.

Contributions were credited to the deferred compensation account for a year in February of the following calendar year and Mr. Lane was immediately vested in all contributions. Each account is used solely for record keeping purposes and no assets are actually placed into any account in Mr. Lane’s name. Account balances are credited with gains and losses as if invested in the available earnings crediting options chosen by Mr. Lane. The Lane Letter Agreement currently offers a variety of earnings crediting options.

Payment of Mr. Lane’s account balances are made in July of the fourth year after the year for which the contributions were made. Mr. Lane has a limited ability to change the time and form of payment of the account balances.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

EQH Program Participants

The table below and the accompanying text present the hypothetical payments and benefits that would have been payable if the EQH Program Participants terminated employment, or a change in control (“CIC”) of Holdings occurred on December 31, 2022 (the “Trigger Date”). The payments and benefits described below are hypothetical only, as no such payments or benefits have been paid or made available. Hypothetical payments or benefits that would be due under arrangements that are generally available on the same terms to all salaried employees are not described or included in the table below.

The following definitions are used for purposes of the table below:

•

“2020 EQH Equity Awards” means the equity awards granted to the EQH Program Participants ~~terminated employment, or a change in control (“CIC”)~~on February 26, 2020;

Notice of ~~Holdings occurred on December 31, 2018 (the “Trigger Date”). The payments~~Annual Meeting of Stockholders and benefits described below are hypothetical only, as no such payments or benefits have been paid or made available. Hypothetical payments or benefits that would be due under arrangements that are generally available on the same terms to all salaried employees are not described.

~~For purposes of this table:~~2023 Proxy Statement

Executive Compensation

•

“~~AXA~~2021 EQH Equity Awards” means ~~all AXA stock options and performance shares awarded~~the equity awards granted to the EQH Program ~~Participants;~~Participants on February 17, 2021;

•

“2022 EQH Equity Awards” means the equity awards granted to the EQH Program Participants on February 16, 2022;

•

“EQH Equity Awards” means the ~~EQH RSUs, the EQH Performance Shares, the EQH Stock Options and Transaction Incentive Awards; and~~

hypothetical payments and benefits related to equity awards are calculated using the closing price of the AXA ordinary share on December 31, 2018, converted to U.S. dollars, or the closing price of the Holdings’ share on December 31, 2018 where applicable.


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							61

~~Executive Compensation~~

In all cases included in the table, the EQH Program Participants would have been entitled to the benefits described in the pension and nonqualified deferred compensation tables above with the exception of benefits under the ESB Plan unless otherwise indicated below.

Name
   Temporary
Income
Payments    Lump Sum
Payments    AXA
Equity
Awards    EQH
Equity
Awards
Mr. Pearson

Retirement
   $ —    $ 2,128,400    $ 6,395,225    $ —
Good Reason Termination – no CIC
   $ 7,556,000    $ 2,884,000    $ 6,395,225    $ —
Involuntary Termination – no CIC
   $ 7,556,000    $ 2,884,000    $ 6,395,225    $ 179,471
CIC w/o Termination
   $ —    $ —    $ 8,384    $ 3,348,883
CIC w/ Involuntary or Good Reason Termination
   $ 7,556,000    $ 2,884,000    $ 6,395,225    $ 3,348,883
Death
   $ —    $ —    $ 7,713,268    $ 4,474,850
Disability
   $ —    $ —    $ 6,395,225    $ 4,474,850
Mr. Malmström

Involuntary Termination – no CIC
   $ 2,633,013    $ 1,040,000    $ —    $ 71,792
CIC w/o Termination
   $ —    $ —    $ 2,488    $ 1,328,770
Involuntary or Good Reason Termination – CIC
   $ 3,510,683    $ 1,040,000    $ 2,488    $ 1,328,770
Death
   $ —    $ —    $ 2,270,749    $ 1,767,453
Disability
   $ —    $ —    $ 1,862,367    $ 1,767,453
Mr. Hurd

Involuntary Termination – no CIC
   $ 3,596,375    $ 1,540,000    N/A    $ 35,904
CIC w/o Termination
   $ —    $ —    N/A    $ 948,409
Involuntary or Good Reason Termination – CIC
   $ 4,795,167    $ 1,540,000    N/A    $ 948,409
Death
   $ —    $ —    N/A    $ 1,474,848
Disability
   $ —    $ —    N/A    $ 1,474,848
Mr. Hattem

Retirement
   $ —    $ 750,000    $ 1,908,225    $ —
Involuntary Termination – no CIC
   $ 2,229,358    $ 790,000    $ 1,908,225    $ 71,792
CIC w/o Termination
   $ —    $ —    $ 2,306    $ 1,193,502
Involuntary or Good Reason Termination – CIC
   $ 2,972,478    $ 790,000    $ 1,908,225    $ 1,193,502
Death
   $ —    $ —    $ 2,327,182    $ 1,485,957
Disability
   $ —    $ —    $ 1,908,225    $ 1,485,957

~~Retirement~~

The only EQH Program Participants eligible to retire on the Trigger Date were Messrs. Pearson and Hattem. For this purpose, “retirement” means termination of service on or after the normal retirement date or any early retirement date under the Retirement Plan. If Messrs. Pearson and Hattem had retired on the Trigger Date:

~~Lump Sum Payments~~

~~They would have received a 2018 STIC Program award equal to the lower of their 2017 cash incentive award and their 2018 STIC Target.~~

~~AXA Equity Awards~~

Their AXA stock options would have continued to vest and be exercisable until their expiration date, except in the case of misconduct for which the options would be forfeited. The table reflects the value at the Trigger Date of AXA stock options that would have vested after 2018.


62				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

They would have been treated as if they continued in the employ of the Company until the end of the vesting period for purposes of their AXA performance share awards. Accordingly, they would have received AXA performance share payouts at the same time and in the same amounts as they would have received such payouts if they had not retired. The estimated values of those payouts at the Trigger Date assume target performance, except for the 2015 performance shares for which actual performance is used.

~~EQH Equity Awards~~

~~Their~~2020 EQH Equity Awards, ~~would have been forfeited.~~

If the ~~Trigger Date occurred after March 1, 2019, their~~2021 EQH Equity Awards ~~(other than~~and the Transaction Incentive Awards) would continue to vest pursuant to their terms, including satisfaction of any applicable performance criteria. Any vested options held at the time of termination would remain exercisable until the earlier of five years from the date of termination and their expiration.

~~Other~~

~~They would have been entitled to access to retiree medical coverage without any company subsidy as well as continued participation in the ESB Plan (the “Medical/ESB Benefits”).~~

~~Good Reason Termination – No CIC~~

~~Under his employment agreement, if Mr. Pearson had voluntarily terminated on the Trigger Date for “good reason” as described below, he would have been entitled to:~~

temporary income payments equal to the sum of two years of salary and two times the greatest of: (a) his most recent annual cash incentive award, (b) the average of his last three annual cash incentive awards and (c) his STIC Target;

~~a lump sum payment equal to his STIC Target; and~~

a lump sum payment equal to the additional excess 401(k) contributions that he would have received if his temporary income payments were eligible for those contributions and were all paid on the Trigger Date.

~~The temporary income payments would have been paid over atwo-year~~ ~~period beginning on the first payroll date of the Company following the 60th day after the date of termination of employment (the “Severance Period”).~~

~~For this purpose, “good reason” includes:~~

~~an assignment of duties materially inconsistent with Mr. Pearson’s duties or authority or a material limitation of Mr. Pearson’s powers;~~

~~the removal of Mr. Pearson from his positions;~~

~~Mr. Pearson being required to be based at an office more than 75 miles from New York City,~~

~~a diminution of Mr. Pearson’s titles;~~

~~a material failure by the Company to comply with the agreement’s compensation provisions;~~

~~a failure of the company to secure a written assumption of the agreement by any successor company; and~~

~~a CIC of Holdings as defined below under “Change in Control—~~2022 EQH Equity ~~Awards” (provided that Mr. Pearson delivers notice of termination within 180 days after the CIC).~~Awards; and

•

~~The severance benefits are contingent upon Mr. Pearson releasing all claims against the Company and his entitlement to severance pay will be discontinued if he provides services for a competitor.~~

~~Mr. Pearson’s equity awards would have been treated~~“Cause” is defined as described above under “Retirement” and he would have received the Medical/ESB Benefits. Other than Mr. Pearson, the EQH Program Participants are not entitled to termination payments or benefits in connection with a termination for good reason unrelated to a CIC.follows:


For purposes of:	Cause generally means:

~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~		63

~~Executive Compensation~~

~~Involuntary Termination – No CIC~~

~~Temporary Income and Lump Sum Payments~~

If they had experienced an involuntary termination of employment unrelated to a CIC on the Trigger Date that satisfied the conditions in the Severance Plan (a “job elimination”), the EQH Program Participants other than Mr. Pearson would have been eligible for severance benefits under the Severance Plan, as supplemented by the Supplemental Severance Plan. To receive benefits, the executives would have been required to sign a separation agreement including a release of all claims against the Company. The agreement would also have included provisions regarding~~non-competition~~ ~~andnon-solicitation~~ ~~of customers and employees for twelve months following termination of employment. The severance benefits would have included:~~

~~temporary income payments equal to 78 weeks of base salary;~~

~~additional temporary income payments equal to 1.5 times the greatest of:~~

~~the most recent annual cash incentive award paid to the executive~~

~~the average of the three most recent annual cash incentive awards paid to the executive and~~

~~the executive’s STIC Target; and~~

~~a lump sum payment equal to the sum of: (a) the executive’s STIC Target; and (b) $40,000.~~

~~Under~~ Mr. Pearson’s employment agreement he waived any right to participate in the Severance Plan or Supplemental Severance Plan. Rather, if Mr. Pearson’s employment had been terminated without “cause” on the Trigger Date, he would have been entitled to the same benefits as termination for good reason as described above, subject to the same conditions, provided that his severance benefits would cease after one year if certain performance conditions were not met for each of the two consecutive fiscal years immediately preceding the year of termination.

~~“Cause” is generally defined in Mr. Pearson’s employment agreement as: (i)~~• willful failure to substantially perform ~~substantially~~ his duties after reasonable notice of his ~~failure; (ii)~~failure to do so;

• willful misconduct that is materially injurious to the ~~company; (iii)~~Company;

• conviction of, or plea of nolo ~~contedere~~contendere to, a felony; or ~~(iv)~~

• willful breach of any written covenant or agreement with the ~~company~~Company to not disclose information pertaining to the ~~company~~Company or to not compete or interfere with the ~~company.~~Company.

The Supplemental Severance Plan

• violation of law during the course of employment;

~~AXA Equity Awards~~

~~Mr. Malmström would have had aone-year~~ ~~severance period during which he would have been treated as if he continued~~• material breach of any Company policy related to workplace conduct;

• conduct resulting in ~~the employ of~~damage to Company assets;

• conduct that is materially injurious to the Company, ~~for purposes~~monetarily or otherwise;

• disclosure of ~~his AXA stock options. Mr. Pearson’s and Mr. Hattem’s AXA Equity Awards would have been treated as described above under “Retirement”.~~confidential and/or proprietary information in violation of Company policies or standards; or

• breach of duty of loyalty to the Company.

EQH Equity Awards

• commission of a crime involving fraud, theft, false statements or other similar acts or commission of a felony;

~~The EQH Program Participants would have retained a portion~~

• willful or grossly negligent failure to perform material employment-related duties;

• material violation of ~~their Transaction Incentive Awards equal to~~any Company policy;

• engaging in any act or making any public statement that materially impairs, impugns, denigrates, disparages or negatively reflects upon the ~~amount of their unvested Performance Units as~~name, reputation or business interests of the Trigger Date multiplied by the quotient of: (a) the number of full months elapsed between the grant date and the Trigger Date; and (b) sixty. The retained Performance Units would remain subject to their vesting conditions. The EQH Program Participants would have forfeited their other EQH Equity Awards upon an involuntary termination without cause on the Trigger Date.Company; or

If the involuntary termination without cause occurred after March 1, 2019, provided they signed and did not revoke a release of claims, Mr. Malmström and Mr. Hurd would retain a pro rata portion of the unvested EQH Performance Shares, which would remain outstanding and vest subject to the attainment of performance criteria. If Mr. Pearson and Mr. Hattem signed and did not revoke a release of claims, their EQH Equity Awards (other than the Transaction Incentive Awards) would continue to vest pursuant to their terms, including satisfaction

• material breach of any ~~applicable performance criteria. Any vested options held at~~employment agreement, or noncompetition, nondisclosure or non-solicitation agreement with the ~~time~~Company.

•

“CIC” of ~~termination would remain exercisable until the earlier of five years from the date of termination and their expiration.~~


64				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

~~Other~~

~~Mr. Pearson and Mr. Hattem would have received the Medical/ESB Benefits.~~

~~Change in Control w/o Termination~~

~~AXA Equity Awards~~

~~If there had been a change in control of~~ Holdings as of the Trigger Date, all unvested AXA stock options would have become immediately exercisable for their term regardless of the otherwise applicable exercise schedule. For the AXA stock options, a CIC would include: (i) a change in the ownership of Holdings such that AXA owns less than 50% of the total voting power of Holdings then outstanding equity securities; or (ii) a sale of all or substantially all of Holdings’ assets to a third party that is not an AXA affiliate.

~~EQH Equity Awards~~

Generally, in the event of a CIC, equity awards granted under the 2018 Equity Plan without performance criteria that are not assumed or replaced with substitute awards having the same or better terms or conditions would fully vest and be cancelled for the same per share payment made to the stockholders in the CIC (less, in the case of options and stock appreciation rights, the applicable exercise or base price).

Equity awards granted under the 2018 Equity Plan with performance criteria would be modified into time-vesting awards at the time of the CIC based on either target or actual levels of performance, and the modified awards would then either be replaced or assumed, or cashed out, as described above.

~~For the EQH Equity Awards, a CIC~~ generally includes the following events:

•

any person ~~other than AXA~~ becomes the beneficial owner of 30% or more of Holdings’ common ~~stock and the percentage owned is greater than the percentage held by AXA;~~stock;

•

~~at any time that AXA holds less than 50% of Holdings’ voting securities,~~ the individuals who ~~constitute~~constituted the Board at ~~the date the ownership of the voting securities by AXA first drops below 50%~~March 25, 2019 cease for any reason to constitute at least a majority of the Board; and

•

the consummation of a business combination (e.g., a merger, reorganization or similar transaction involving the Company) unless, following the business combination, substantially all of the persons that were the beneficial owners of Holdings immediately prior to the business combination beneficially own 50% or more of the resulting entity from the business combination in substantially the same proportions as their ownership of Holdings immediately prior to the business ~~combination.~~combination;


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							69

Executive Compensation

•

“Good Reason” is defined as follows:

For purposes ~~of the table above, we have assumed that the EQH Equity Awards are not assumed or replaced.~~

~~Other~~

~~No EQH Program Participant is eligible for an Internal Revenue Code Section 280G excise taxgross-up~~ ~~in connection with a CIC.~~

~~Involuntary or~~of:

Good Reason ~~Termination—CIC~~

~~For purposes of the Severance Plan, the Supplemental Severance Plan and~~generally means:

Mr. Pearson’s employment agreement

• an assignment of duties materially inconsistent with Mr. Pearson’s duties or authority or a material limitation of Mr. Pearson’s powers;

• the ~~definition~~removal of ~~a CIC is identical to the definition described above for EQH Equity Awards.~~

~~EQH Program Participants other than Mr. Pearson~~

~~In the event of a job elimination within 12 months after a CIC, the EQH Program Participants other than~~ Mr. Pearson ~~are eligible~~from his positions;

• Mr. Pearson being required to ~~receive~~be based at an office more than 75 miles from New York City;

• a diminution of Mr. Pearson’s titles;

• a material failure by the ~~following under~~Company to comply with the ~~Severance Plan~~agreement’s compensation provisions; and

• a failure of the company to secure a written assumption of the agreement by any successor company.

The Supplemental Severance ~~Plan:~~

Plan

~~temporary income payments equal to 104 weeks of base salary;~~


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							65

~~Executive Compensation~~

~~additional temporary income payments equal to two times the greatest of:~~

~~the most recent annual cash incentive award paid to the executive;~~

~~the average of the three most recent annual cash incentive awards paid to the executive and~~

~~the executive’s STIC Target and~~

~~a lump sum payment equal to the sum of: (a) the executive’s STIC Target and (b) $40,000.~~

~~For this purpose, a job elimination includes certain voluntary terminations of employment by an executive for “good reason,” including:~~

a• material diminution of ~~the executive’s~~ duties, authority or responsibilities;

a• material reduction in ~~the executive’s~~ base compensation (other than in connection with, and substantially proportionate to, reductions by the ~~company~~Company of the compensation of other similarly situated senior executives); and

a• material change in the geographic location of ~~the~~an executive’s position.

Please note the following when reviewing the tables:

•

~~For~~hypothetical payments and benefits related to equity-based awards are calculated using, as applicable:

•

the closing price of an AXA ordinary share on December 31, 2022, converted to U.S. dollars and

•

the closing price of a ~~voluntary~~Share on December 31, 2022;

•

it is assumed that any involuntary termination is not for “cause;”

•

in all cases included in the table, the EQH Program Participants would have been entitled to the benefits described in the pension and non-qualified deferred compensation tables above with the exception of benefits under the ESB Plan unless otherwise indicated below; and

•

no amounts related to AXA stock options are included in the table because they are all vested.


70				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Executive Compensation


Name	Temporary Income Payments ($)		Lump Sum Payments ($)		EQH Equity Awards ($)

Mr. Pearson

Retirement		—		3,148,000		13,973,943

Good Reason Termination		11,554,000		3,148,000		13,973,943

Involuntary Termination		11,554,000		3,148,000		13,973,943

CIC w/o Termination		—		—		17,117,001

Death		—		—		22,647,249

Disability		—		—		22,647,249

Mr. Raju

Involuntary Termination – no CIC (1)		3,559,077		1,140,000		772,876

CIC w/o Termination						1,671,353

Death						2,480,772

Disability						2,480,772

Mr. Hurd

Involuntary Termination – no CIC (2)		5,156,375		1,540,000		2,610,036

CIC w/o Termination		—		—		3,971,692

Death		—		—		5,130,049

Disability		—		—		5,130,049

Mr. Lane

Involuntary Termination – no CIC (3)		4,140,125		1,290,000		2,667,486

CIC w/o Termination		—		—		4,255,935

Death		—		—		5,625,957

Disability		—		—		5,625,957

(1)	If the involuntary termination was within twelve months after a CIC, or Mr. Raju resigned for “good reason” within twelve months after a CIC, the temporary income payments would have been $4,745,435. See “Involuntary Termination – no CIC” below for more information.

(2)	If the involuntary termination was within twelve months after a CIC, or Mr. Hurd resigned for “good reason” within twelve months after a CIC, the temporary income payments would have been $6,875,167. See “Involuntary Termination – no CIC” below for more information.

(3)	If the involuntary termination was within twelve months after a CIC, or Mr. Lane resigned for “good reason” within twelve months after a CIC, the temporary income payments would have been $5,520,167. See “Involuntary Termination – no CIC” below for more information.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							71

Executive Compensation

Retirement

Mr. Pearson was the only EQH Program Participant eligible to retire on the Trigger Date. For this purpose, “retirement” means termination of service on or after the normal retirement date or any early retirement date under the Retirement Plan. If Mr. Pearson had retired on the Trigger Date, he would have received the items described in the following table.


Item		Description

Lump Sum Payments		He would have received a 2022 STIC Program award equal to the lower of his 2021 STIC Program award and his 2022 STIC Target.

EQH Equity Awards		The unvested portions of his 2022 EQH Equity Award would have been forfeited. His 2020 and 2021 EQH Equity Awards would continue to vest pursuant to their terms, including satisfaction of any applicable performance criteria. Any vested options held at the time of termination would remain exercisable until the earlier of five years from the date of termination and their expiration.

Other		He would have been entitled to access to retiree medical coverage without any company subsidy as well as continued participation in the ESB Plan (the “Medical/ESB Benefits”).


72				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Executive Compensation

Good Reason Termination

Mr. Pearson is the only EQH Program Participant who is entitled to temporary income payments and lump sum payments (collectively, “Severance Benefits”) in connection with a termination for good reason unrelated to a CIC. If Mr. Pearson had voluntarily terminated on the Trigger Date for “good reason,” he would have received the items described in the following table.


Item		Description

Severance Benefits		Mr. Pearson waived his right to receive any benefits under the Severance Plan or the Supplemental Severance Plan. Under his employment agreement, he would have received: • temporary income payments equal to the sum of two years of salary and two times the greatest of: (a) his most recent STIC Program award, (b) the average of his last three STIC Program awards and (c) his STIC Target; • a lump sum payment equal to his STIC Target; and • a lump sum payment equal to the additional excess 401(k) contributions that he would have received if his temporary income payments were eligible for those contributions and were all paid on the Trigger Date. The temporary income payments would have been paid over a two-year period beginning on the first payroll date of the Company following the 60th day after the date of termination of employment (the “Severance Period”), provided that they would cease if Mr. Pearson provided services for ~~“good reason” to be~~a competitor. The Severance Benefits are contingent upon Mr. Pearson executing a release of all claims against the company.

EQH Equity Awards		His equity awards would have been treated as ~~an involuntary~~described above under “Retirement.”

Other		He would have received the Medical/ESB Benefits.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							73

Executive Compensation

Involuntary Termination

If Mr. Pearson’s employment had been involuntarily terminated by the Company on the Trigger Date, he would have received the items described in the following table.


Item		Description

Severance Benefits		He would have been entitled to the same Severance Benefits under his employment agreement as those due upon a termination for good reason as described above, subject to the ~~executive must give notice~~same conditions.

EQH Equity Awards		If he signed a release of all claims against the ~~existence~~Company: • his 2020 and 2021 EQH Equity Awards would continue to vest pursuant to their terms, including satisfaction of any applicable performance criteria. Any vested options held at the ~~“good reason” condition within 90 days~~time of ~~its initial existence~~termination would remain exercisable until the earlier of five years from the date of termination and their expiration. His 2022 EQH Equity Award would have been forfeited.

Other		He would have received the ~~Company must not remedy~~Medical/ESB Benefits.


74				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Executive Compensation

Involuntary Termination – No CIC

If they had experienced an involuntary termination of employment on the Trigger Date, the EQH Program Participants other than Mr. Pearson would have received the items described in the following table.


Item		Description

Severance Benefits		They would have been eligible for Severance Benefits under the ~~condition within 30 days of~~Severance Plan, as supplemented by the ~~notice.~~ Supplemental Severance Plan. To receive those benefits, the executives would have been required to sign a separation agreement including a release of all claims against the Company. The ~~agreement~~Severance Benefits would ~~also~~ have ~~included provisions regardingnon-competition~~ ~~andnon-solicitation~~included: • temporary income payments equal to 78 weeks of ~~customers and employees for~~base salary (104 weeks in the case of a termination within twelve months ~~following~~after a CIC); • additional temporary income payments equal to 1.5 times (two times in the case of a termination within twelve months after a CIC) the greatest of: • the most recent annual STIC Program award paid to the executive; • the average of ~~employment.~~the three most recent STIC Program awards paid to the executive; and ~~Mr. Pearson~~ ~~As mentioned above, Mr. Pearson’s employment agreement provides that~~• the executive’s STIC Target; and • a lump sum payment equal to the sum of the executive’s STIC Target and $40,000. If, instead of an involuntary termination, the executives had resigned for “good reason” ~~includes~~within twelve months after a CIC, they would have been entitled to the same benefits as above, subject to the same conditions.

EQH Equity Awards		Provided they executed a release of claims: • Mr. ~~Pearson’s~~Hurd would have retained a pro rata portion of his unvested 2020 and 2021 EQH Performance Shares and RSUs, and Mr. Lane would have retained a pro rata portion of his unvested 2021 EQH Performance Shares and RSUs, each of which would remain outstanding and vest subject to the attainment of the applicable performance or service criteria. • Any vested EQH stock options held at the time of termination would remain exercisable until the earlier of 30 days from the date of termination and their expiration. They would have forfeited their 2022 EQH Equity Awards.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							75

Executive Compensation

Change in Control w/o Termination

If there had been a CIC on the Trigger Date without any termination of employment, the EQH Program Participants would have received the items described in the following table.


Item		Description

EQH Equity Awards		Generally, in the event of a CIC, (provided that Mr. Pearson delivers notice of termination within 180 days after the CIC). Accordingly, Mr. Pearson would have been entitled to the benefits described above for a voluntary termination for good reason, subject to the same conditions. Also, in the event of Mr. Pearson’s resignation due to a CIC, Mr. Pearson’s severance benefits will cease after one year if certain performance conditions are not met for each of the two consecutive fiscal years immediately preceding the year of termination. ~~EQH Equity Awards~~ ~~Any~~ EQH Equity Awards without performance criteria that are not assumed ~~and/~~or replaced with substitute awards ~~in connection~~having the same or better terms or conditions would fully vest and be cancelled for the same per share payment made to the ~~CIC will immediately vest~~stockholders in the ~~event~~CIC (less, in the case of an stock options, the applicable exercise price). EQH ~~Program Participant’s termination~~Equity Awards with performance criteria would be pro-rated at the time of employment without “cause” or for “good reason” within twenty-four months following a CIC. In the event of a participant’s termination of employment without “cause” or for “good reason” within the period ninety days prior to the CIC ~~the participant’s~~based on either target or actual levels of performance, and then modified into time-vesting awards. The modified awards would then either be ~~treated~~replaced, assumed or cashed out, as ifdescribed above. For purposes of the ~~participant’s termination occurred immediately after the CIC.~~ ~~Other~~ ~~Mr. Pearson~~payments and ~~Mr. Hattem would~~benefits table above, we have ~~received the Medical/ESB Benefits.~~ ~~Death~~ Ifassumed that the EQH ~~Program Participants~~Equity Awards are not assumed or replaced.

Death

If an EQH Program Participant had terminated employment due to death on the Trigger Date:

~~AXA Equity Awards~~

~~All AXA stock options would have immediately vested and would have continued to be exercisable until the earlier of their expiration date and thesix-month~~ ~~anniversary of the date of death.~~


Item	Description

EQH Equity Awards		~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Executive Compensation~~

The total number of AXA performance shares granted in 2016 and 2017 would have been multiplied by an assumed performance factor of 1.3 and the performance shares granted in 2015 would have been multiplied by the actual performance factor for that tranche. The performance shares would have been paid in AXA ordinary shares to the executive’s heirs within 90 days following death.

~~EQH Equity Awards~~

All EQH Equity Awards would have immediately vested. EQH stock options would have been exercisable until the earlier of one year from the date of death and their expiration. All other awards would have been immediately paid out, assuming target performance for EQH ~~performance shares.~~Performance Shares.

Disability

If an EQH Program Participant had terminated employment due to disability on the Trigger Date:

~~Disability~~

~~AXA Equity Awards~~

If an EQH Program Participant had terminated employment due to disability on the Trigger Date, he would have been treated as if he continued in the employ of the Company until the end of the vesting period for purposes of his AXA performance share awards. Accordingly, he would have received AXA performance share payouts at the same time and in the same amounts as he would have received such payouts if he had not terminated employment. The estimated values of those payouts at the Trigger Date assume target performance except for 2015 performance shares for which the actual performance factor was used.

Item Description
EQH Equity Awards
~~If an EQH Program Participant had terminated employment due to disability on the Trigger Date, he~~He would have been treated as if he continued in the employ of the Company with respect to ~~all of~~ his EQH Equity Awards. The estimated values of payouts related to ~~EQH Performance Shares~~awards with performance criteria at the Trigger Date assume target performance.
~~Restrictive Covenants~~
~~Mr. Pearson’s Employment Agreement~~
~~Mr. Pearson is subject to a confidentiality provision, in addition to covenants with respect tonon-competition~~ ~~during his employment and twelve months thereafter (six months if he voluntarily terminates employment without good reason) andnon-solicitation~~ ~~of customers and employees for twelve months following his termination of employment or, if longer, during the Severance Period.~~
~~The Supplemental Severance Plan~~
To receive benefits under the Supplemental Severance Plan, participants are required to sign a separation agreement including a release of all claims against the Company. The agreement also must include provisions regarding~~non-competition~~ ~~andnon-solicitation~~ ~~of customers and employees for twelve months following termination of employment.~~
All EQH ~~Equity Awards~~
~~The award agreements for the EQH Equity Awards (other than the Transaction Incentive Awards) include provisions regardingnon-competition~~ ~~andnon-solicitation~~ of customers and employees for twelve months following termination of employment. In the event that an EQH Program Participant who retains all or a portion of his equity-based award following termination of employment violates the~~non-competition~~ ~~andnon-solicitation~~ contained in his award agreement, any remaining portion of his award at the time of violation will be immediately forfeited. Also, any portion of his award that vested after termination, and any shares or cash issued upon exercise or settlement of that vested portion, will be immediately forfeited or paid to the Company together with all gains earned or accrued.
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 67
~~Executive Compensation~~
~~MR. BERNSTEIN~~
~~The table below and the accompanying text present the hypothetical payments and benefits that~~stock options would have been exercisable until the earlier of their expiration date and the five-year anniversary of the termination date.

Restrictive Covenants

Mr. Pearson’s Employment Agreement

Mr. Pearson is subject to a confidentiality provision, in addition to covenants with respect to non-competition during his employment and twelve months thereafter (six months if he voluntarily terminates employment without good reason) and non-solicitation of customers and employees for twelve months following his termination of employment or, if longer, during the Severance Period.

The Supplemental Severance Plan

To receive benefits under the Supplemental Severance Plan, executives are required to sign a separation agreement including a release of all claims against the Company. The agreement also must include provisions regarding non-competition and non-solicitation of customers and employees for twelve months following termination of employment.


76				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Executive Compensation
EQH Equity Awards
The award agreements for the EQH Equity Awards include provisions regarding non-competition and non-solicitation of customers and employees for twelve months following termination of employment. In the event that an EQH Program Participant who retains all or a portion of his equity-based award following termination of employment violates the non-competition and non-solicitation contained in his award agreement, any remaining portion of his award at the time of violation will be immediately forfeited. Also, any portion of his award that vested after termination, and any shares or cash issued upon exercise or settlement of that vested portion, will be immediately forfeited or paid to the Company together with all gains earned or accrued.
MR. BERNSTEIN
The table below and the accompanying text present the hypothetical payments and benefits that would have been payable if Mr. Bernstein terminated employment, or a CIC of AB (or, in the case of Mr. Bernstein’s EQH Equity Awards, a CIC of Holdings as defined above) occurred on December 31, 2022 (the “Trigger Date”). The payments and benefits described below are hypothetical only, as no such payments or benefits have been paid or made available. Hypothetical payments or benefits that would be due under arrangements that are generally available on the same terms to all salaried employees are not described or included in the table below.
For purposes of these tables, hypothetical payments and benefits related to Mr. Bernstein’s equity awards are calculated using the closing price of a Share on December 31, 2022, or the closing price of an AB Holding Unit on December 31, 2022 as applicable.
EQH Equity Awards
Retirement $737,795
Death $2,434,876
Disability $2,434,876
Involuntary Termination or termination by Mr. Bernstein ~~terminated employment, or a~~ for good reason – no CIC $1,468,354
CIC of AB (or, in the case of Mr. Bernstein’s Transaction Incentive Award, a CIC of Holdings) occurred on December 31, 2018 (the “Trigger Date”). The payments and benefits described below are hypothetical only, as no such payments or benefits have been paid or made available. Hypothetical payments or benefits that would be due under arrangements that are generally available on the same terms to all salaried employees are not described.
For purposes of these tables, hypothetical payments and benefits related to Mr. Bernstein’s equity awards are calculated using the closing price of the Holdings’ share on December 31, 2018 or the closing price of an AB Holding Unit on December 31, 2018 as applicable.
~~Transaction Incentive Award~~
Holdings without Termination $1,666,667
~~Acceleration of Award~~
~~Death~~ ~~$461,463~~
~~Disability~~ ~~$461,463~~
~~Involuntary Termination w/o Cause~~ ~~$35,904~~
~~CIC of Holdings~~ ~~$461,463~~
~~Death~~
~~If Mr. Bernstein had terminated employment due to death on the Trigger Date, he would have immediately vested in the unvested portion of his Transaction Incentive Award.~~
~~Disability~~
~~If Mr. Bernstein had terminated employment due to disability on the Trigger Date, he would have been treated as if he continued in the employ of the Company.~~
~~Involuntary Termination w/o Cause~~
Death
If Mr. Bernstein had terminated employment due to death on the Trigger Date, he would have immediately vested in the unvested portion of his EQH Equity Awards.
Disability
If Mr. Bernstein had terminated employment due to disability on the Trigger Date, he would have been treated as if he continued in the employ of the Company for purposes of his EQH Equity Awards.
Involuntary Termination – no CIC
If Mr. Bernstein’s employment had been involuntarily terminated by the Company on the Trigger Date without cause as defined above for EQH Equity Awards:
•
he would have forfeited his 2022 Equity Program award; and
•
he would have automatically vested in full in his 2021 EQH Performance Shares and RSUs; and
•
he would have retained a pro rata portion of his ~~Transaction Incentive Award equal~~unvested 2020 EQH Performance Shares and RSUs, which would remain outstanding and vest subject to the ~~amount of his unvested Performance Units as~~attainment of the ~~Trigger Date multiplied by~~applicable performance or service criteria. Any vested EQH stock options held at the ~~quotient~~time of ~~(a)~~termination would remain exercisable until the ~~number~~earlier of ~~full months elapsed between~~30 days from the ~~grant~~ date of termination and ~~the Trigger Date over (b) sixty. The retained Performance Units would have remained subject to~~ their ~~vesting conditions.~~expiration.
~~CIC~~
Notice of Annual Meeting of Stockholders and 2023 Proxy Statement 77
Executive Compensation
CIC
In the event of a CIC on the Trigger Date, the portions of his EQH Equity Awards without performance criteria that are not assumed or replaced with substitute awards having the same or better terms or conditions would fully vest and be cancelled for the same per share payment made to the stockholders in the CIC (less, in the case of stock options, the applicable exercise price).
The portions of Mr. Bernstein’s EQH Equity Awards with performance criteria would be pro-rated at the time of the CIC based on either target or actual levels of performance, and then modified into time-vesting awards. The modified awards would then either be replaced, assumed or cashed out, as described above.
For purposes of the table above, we have assumed that Mr. Bernstein’s awards are not assumed or replaced.
AB Holding Unit Awards
Reason for Employment Termination

Cash
Payments
($)

AB Holding
Unit
Awards ($)
   Other
Benefits
($) (7)
CIC of AB
   —    9,647,310    __
Termination by Mr. Bernstein for good reason (1)
   3,500,000    9,647,310    19,279
Termination of Mr. Bernstein’s employment by AB without cause or due to Death or Disability (2)
   5,250,000    9,647,310    19,279
Termination by Mr. Bernstein for good reason or by AB without cause and within 12 months of CIC of AB (3)
   7,000,000    9,647,310    19,279
Termination by Mr. Bernstein without good reason (complies with applicable agreements and restrictive covenants) under the AB Incentive Compensation Award Program (“ICAP”)
   —    9,647,310    —
Death or Disability (4) (5) (6)
   —    9,647,310    19,279
(1)
Under his employment agreement, if Mr. Bernstein ~~would have immediately vested in the unvested portion of his Transaction Incentive Award.~~
~~Other Terminations~~
~~In the event of any other termination of employment, Mr. Bernstein would have forfeited any unvested portion of his Transaction Incentive Award.~~
68          ~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~
~~Executive Compensation~~
~~Other Compensation and Benefits~~

      Cash
Payments
($)    Acceleration of
Restricted AB Holding
Unit Awards ($)    Other
Benefits
($)
CIC of AB (1)
   $ —    $ 3,374,826    $ 13,610
Termination by Mr. Bernstein for good reason or by AB without cause (2)
   $ 3,500,000    $ 3,374,826    $ 13,610
Termination by Mr. Bernstein for good reason or by AB without cause and within 12 months of CIC of AB (3)
   $ 7,000,000    $ 3,374,826    $ 13,610
Termination by reason ofnon-extension of employment agreement (4)
   $ —    $ 3,374,826    $ 13,610
Death or disability – Bernstein Employment Agreement (5)
   $ —    $ 3,374,826    $ 13,610
Death or disability – 2018 SB Award (6)
   $ —    $ 4,094,417    $ —
Resignation (7)
   $ —    $ 4,094,417    $ —
~~(1)~~
Upon a change in control of AB as defined below, the equity award he was granted in May 2017 will immediately vest and AB Holding Units in respect of that award will be delivered to him (subject to any withholding obligations), regardless of whether Mr. Bernstein’s employment terminates.
~~(2)~~
~~If Mr. Bernstein’s employment is terminated without “cause” or he resigns for “good reason” (both as~~resigns for “good reason” (as defined below) and he signs and does not revoke a waiver and release of claims, he will receive the following:

•
a cash payment equal to the sum of (a) his current base salary and (b) his bonus opportunity amount;

•
a pro rata bonus based on actual performance for the fiscal year in which the termination occurs;

~~immediate vesting of the outstanding portion of the equity award he was granted in May 2017 and delivery of the related AB Holding Units (subject to any withholding requirements);~~
•
monthly payments equal to the cost of COBRA coverage for the COBRA coverage ~~period~~period; and

•
following the COBRA coverage period, access to participation in AB’s medical plans as in effect from time to time at Mr. Bernstein’s (or his spouse’s) sole expense.
(2)
~~In addition,~~If Mr. Bernstein’s employment is terminated without “cause”, he will receive the ~~2018 SB Award would continue to vest, subject to compliance with applicable agreements~~amounts described in (2) above, except that the cash payment will equal 1.5 times the sum of (a) his current base salary and ~~restrictive covenants.~~(b) his bonus opportunity amount.

(3)
If, during the 12 months following a CIC of AB, Mr. Bernstein is terminated without “cause” or resigns for “good reason”, he will receive the amounts described in (2) above, except that the cash payment will equal two times the sum of (a) his current base salary and (b) his bonus opportunity amount.
(4)
Under the 12 months following a change in control, Mr. Bernstein is terminated without cause or resigns for good reason, he will receive the amounts described in (2) above, except that the cash payment will equal two times the sum of (a) his current base salary and (b) his bonus opportunity amount.
~~(4)~~
~~In the event Mr. Bernstein’s employment terminates due to thenon-renewal~~ of the Bernstein Employment Agreement (other than for cause), the equity award he was granted in May 2017 will immediately vest and AB Holding Units in respect of that award will be delivered to him (subject to any withholding obligations). The 2018 SB Award would continue to vest subject to compliance with applicable agreements and restrictive covenants.
~~(5)~~
Upon termination of Mr. Bernstein’s employment due to death or disability, and after the COBRA period, AB will provide Mr. Bernstein and his spouse with access to participation in AB’s medical plans at Mr. Bernstein’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate. The Bernstein Employment Agreement defines “disability” as a good faith determination by AB that Mr. Bernstein is physically or mentally incapacitated and has been unable for a period of 180 days in the aggregate during any~~12-month~~ ~~period to perform substantially all of the duties for which he is responsible immediately before the commencement of the incapacity.~~
~~(6)~~
The 2018 SB Award will immediately vest upon a termination due to death or disability. For purposes of the 2018 SB Award, “disability” is the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers Mr. Bernstein.
~~(7)~~
~~In the event Mr. Bernstein voluntarily terminates employment and complies with applicable agreements and restrictive covenants, he will continue to vest in the 2018 SB Award.~~
Bernstein Employment Agreement, ~~Definitions~~
~~Change~~“disability” is defined as a good faith determination by AB that Mr. Bernstein is physically or mentally incapacitated and has been unable for a period of 180 days in ~~Control~~
~~A CIC~~the aggregate during any 12-month period to perform substantially all of the duties for which he is responsible immediately before the commencement of the incapacity.
(5)
Under the Bernstein Employment Agreement, upon termination of Mr. Bernstein’s employment due to death or disability, and after the COBRA period, AB ~~includes, among other events:~~will provide Mr. Bernstein and his spouse with access to participation in AB’s medical plans at Mr. Bernstein’s (or his spouse’s) sole expense based on a reasonably determined fair market value premium rate.
(6)
Under the applicable ICAP award agreements, “disability” is defined as the inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to last for a continuous period of not less than 12 months, as determined by the carrier of the long-term disability insurance program maintained by AB or its affiliate that covers Mr. Bernstein.
(7)
Reflects the value of group medical coverage to which Mr. Bernstein would be entitled.
78 Notice of Annual Meeting of Stockholders and 2023 Proxy Statement
Executive Compensation
Bernstein Employment Agreement Definitions
Change in Control
A CIC of AB includes, among other events, the Company ceasing to control the election of a majority of the AB Board.
Cause
Cause generally includes Mr. Bernstein’s conviction in certain types of criminal proceedings, Mr. Bernstein’s willful refusal to substantially perform his duties or other willful behavior.
Good Reason
Good reason generally includes Mr. Bernstein’s termination after the diminution of his position, authority, duties or responsibilities, any material breach by AB of the Bernstein Employment Agreement or any material compensation agreement and other similar events.
Golden Parachute Payments
In the event any payments to Mr. Bernstein constitute “golden parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, payments shall be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Bernstein receiving a higher net-after tax amount than he would receive absent the reduction.
Restrictive Covenants
Mr. Bernstein is subject to a confidentiality provision, in addition to covenants with respect to non-competition during his employment and six months thereafter and non-solicitation of customers and employees for 12 months following his termination of employment.

Notice of Annual Meeting of Stockholders and 2023 Proxy Statement 79
Executive Compensation
Chief
Executive Officer Pay Ratio
Information
In 2022, the compensation of Mr. Pearson was approximately 143 times the median pay of all employees, resulting in a Chief Executive Officer pay ratio of 143:1. Equitable identified a median employee in 2023 by examining 2022 total compensation for all individuals who were employed by Holdings and its subsidiaries as of December 31, 2022 using methods consistent with SEC rules for that purpose. All employees were included in this process, whether employed on a full-time or part-time basis. Total compensation included base salary (plus overtime, as applicable), commissions (as applicable), cash bonuses and the grant date fair value of equity-based awards. The median employee’s compensation for 2022 ($106,968) was compared to Mr. Pearson’s compensation for 2022 ($15,321,649) using the same methodology used for the “
Summary Compensation Table
” below.
As illustrated in the table below, our 2022 CEO Pay Ratio is 143:1:

Mark Pearson

Median Employee
Base salary ($)
   1,249,820    93,189
Cash bonus ($)
   2,518,400    7,450
Stock awards ($)
   10,600,012    0
Change in pension value ($)
   0    0
All other compensation ($)
   953,417    6,329
Total ($)
   15,321,649    106,968
2022 CEO Pay Ratio
      143:1
Pay versus Performance
Holdings is providing the following
di
sclosure in accordance with the SEC’s new pay versus performance disclosure rules (the “PVP Rules”). However, we generally do not make compensation decisions based on “compensation actually paid” within the meaning of the PVP Rules, nor do we use the performance metrics that are required to be disclosed under the PVP Rules in our incentive compensation programs. In particular, we use
Non-GAAP
Operating Earnings, rather than net income, to determine compensation, because the nature of the products we offer result in net income volatility (as further described in the 2022 Form
10-K),
and because we view the
Non-GAAP
Operating Earnings measure as more aligned with the underlying profitability drivers of our business than net income. Please refer to page 31 for a discussion of our incentive compensation programs, the performance objectives we utilize, and how
we
align pay and performance.
Fiscal
Year (a)

Summary
Compensation
Table Total
for PEO
(b)

Compensation
Actually Paid
to PEO
(c)

Average
Summary
Compensation
Table Total
for
Non-PEO

NEOs
(d)

Average
Compensation
Actually Paid
to
Non-PEO

NEOs
(e)

Value of Initial Fixed
$100 Investment
Based on:

Net
Income
(h)

Company
Selected
Measure:
Non-GAAP

Operating
Earnings
(i)

Supplemental
Measure:
Relative
3-Year
TSR
Rank (i)

Company
TSR
(f)

Peer Group
TSR (S&P
500
Financials)
(g)

2022 $ 15,321,649 $ 7,211,420 $ 6,145,312 $ 4,215,506 $ 125 $ 123 $ 1,785 $ 2,009 59.7 %
2021 $ 14,185,032 $ 28,457,088 $ 5,929,763 $ 10,114,513 $ 140 $ 137 ($ 439 ) $ 2,825 91.3 %
2020 $ 14,874,955 $ 17,014,191 $ 6,277,014 $ 7,423,503 $ 107 $ 105 ($ 648 ) $ 2,302 83.9 %
1. For purposes of this disclosure, “PEO” refers to Principal (or Chief) Executive Officer.
2.
To calculate Compensation Actually Paid (CAP) for each year, the ~~Company ceases to control~~“
Summary Compensation Table
” (SCT) total compensation amount for such year was adjusted by (1) deducting certain amounts from the ~~election~~SCT total, as shown in tables A and B below, (2) adding the equity component of ~~a majority~~CAP amounts, as shown in tables C and D below, and (3) adding the pension component of CAP amounts (i.e., service costs and prior service costs for the ~~AB Board or~~
applicable year), which, for the PEO, were $465,238 for 2022, $477,973 for 2021, and $422,757 for 2020, and for
non-PEO
NEOs, averaged $130,323 for 2022, $133,038 for 2021, and $101,308 for 2020.
3.
~~AB Holding ceases to be publicly-traded.~~
~~Cause~~
~~Cause generally includes Mr. Bernstein’s conviction~~Mark Pearson was the PEO in ~~certain types~~2020, 2021 and 2022. 2022
non-PEO
NEOs include Robin Raju, Jeff Hurd, Nick Lane and Seth Bernstein. 2021
non-PEO
NEOs include Anders Malmstrom (departed March 31, 2021), Robin Raju (promoted April 1, 2021), Jeff Hurd, Nick Lane and Seth Bernstein. 2020
non-PEO
NEOs include Anders Malmstrom, Jeff Hurd, Nick Lane and Seth Bernstein.
80 Notice of ~~criminal proceedings, Mr. Bernstein’s willful refusal to substantially perform his duties or other willful behavior.~~Annual Meeting of Stockholders and 2023 Proxy Statement
Table of Contents
Executive Compensation
PEO SCT Total to CAP Reconciliation - Deductions - Table A
Year

Salary
(included in SCT
Total and CAP)

Bonus and Non-
Bonus Equity
Incentive
Compensation
(included in SCT
Total and CAP)

All Other
Compensation
(included in SCT
Total and CAP)

SCT Total
(as shown in column
(b) above)

Deductions from SCT Total


Pension
(deduct change
in pension
values reported
in column (6)
of
the SCT from
SCT Total)

Equity
(deduct stock
and option
award values
reported in
columns (3)

and (4) of the
SCT from SCT
Total)

2022    $ 1,249,820    $ 2,518,400    $ 953,417    $ 15,321,649    $ 0    $ 10,600,012
2021    $ 1,249,820    $ 4,525,000    $ 410,201    $ 14,185,032    $ 0    $ 8,000,011
2020    $ 1,297,845    $ 3,000,000    $ 435,074    $ 14,874,955    $ 2,141,979    $ 8,000,057
Average
Non-PEO
NEOs SCT Total to CAP Reconciliation - Deductions - Table B
Year

Salary
(included in SCT
Total and CAP)

Bonus and Non-
Bonus Equity
Incentive
Compensation
(included in SCT
Total and CAP)

All Other
Compensation
(included in SCT
Total and CAP)

SCT Total
(as shown in column
(b) above)

Deductions from SCT Total


Pension
(deduct change
in pension
values reported
in column (6)
of
the SCT from
SCT Total)

Equity
(deduct stock
and option
award values
reported in
columns (3)

and (4) of the
SCT from SCT
Total)

2022    $ 783,140    $ 2,026,250    $ 392,127    $ 6,145,312    $ 0    $ 2,943,796
2021    $ 647,494    $ 2,300,500    $ 152,496    $ 5,929,763    $ 114,244    $ 2,715,030
2020    $ 785,537    $ 2,057,688    $ 196,546    $ 6,277,014    $ 490,939    $ 2,746,305
PEO Equity Component of CAP - Table C
Year

Equity
Type

Fair Value of Current
Year Equity Awards at
12/31
(a)

Change in Value of
Prior Years’ Awards
Unvested at 12/31
(b)

Change in Value of
Prior Years’ Awards
That Vested in FY
(c)

Cash Dividends
(d)

Equity Value
Included in CAP
(e) =
(a)+(b)+(c)+(d)

2022
   PS    $ 3,775,111    -$ 5,129,025      $ 321,980    $ 0    -$ 1,031,934
   RSUs    $ 3,610,424    -$ 362,670      $ 34,581    $ 0      $ 3,282,335
   Options    $ 0    -$ 436,307      $ 210,451    $ 0    -$ 225,856

Total

$
7,385,535


-$
5,928,002


  $
567,013


$
0


  $
2,024,545

2021
   PS    $ 4,986,758      $ 5,944,129      $ 800,598    $ 0      $ 11,731,484
   RSUs    $ 3,850,878      $ 690,935      $ 1,260,838    $ 0      $ 5,802,651
   Options    $ 0      $ 2,788,739      $ 1,471,219    $ 0      $ 4,259,958

Total

$
8,837,636


  $
9,423,803


  $
3,532,655


$
0


  $
21,794,093

2020
   PS    $ 5,767,066    -$ 86,154      $ 0    $ 0      $ 5,680,912
   RSUs    $ 2,282,934      $ 219,075    -$ 167,474    $ 0      $ 2,334,534
   Options    $ 3,368,422      $ 464,412      $ 10,235    $ 0      $ 3,843,069

Total

$
11,418,422


  $
597,333


-$
157,239


$
0


  $
11,858,515

Notice of Annual Meeting of Stockholders and 2023 Proxy Statement 81
Table of Contents
Executive Compensation
Non-PEO
NEOs Equity Component of CAP - Table D

Equity
Type

Fair Value of Current
Year Equity Awards at
12/31
(a)

Change in Value of
Prior Years’ Awards
Unvested at 12/31
(b)

Change in Value of
Prior Years’ Awards
That Vested in FY
(c)

Cash Dividends
(d)

Equity Value
Included in CAP
(e) =
(a)+(b)+(c)+(d)

2022    PS    $ 641,068    -$ 894,609      $ 74,663    $ 0    -$ 178,877
   RSUs    $ 1,625,231    -$ 654,319    -$ 269,610    $ 390,706      $ 1,092,008
   Options    $ 0    -$ 74,309      $ 44,846    $ 0    -$ 29,463

Total

$
2,266,299


-$
1,623,236


-$
150,102


$
390,706


  $
883,667

2021    PS    $ 1,035,356      $ 1,299,026      $ 147,242    $ 0      $ 2,481,624
   RSUs    $ 1,801,440      $ 734,134      $ 685,615    $ 299,513      $ 3,520,702
   Options    $ 0      $ 579,483      $ 299,175    $ 0      $ 878,658

Total

$
2,836,796


  $
2,612,643


  $
1,132,032


$
299,513


  $
6,880,984

2020    PS    $ 1,288,616    -$ 44,862      $ 0    $ 0      $ 1,243,754
   RSUs    $ 1,518,738      $ 318,991    -$ 12,910    $ 316,459      $ 2,141,278
   Options    $ 752,635      $ 128,344      $ 16,413    $ 0      $ 897,392

Total

$
3,559,989


  $
402,473


  $
3,503


$
316,459


  $
4,282,424

2.
Mark Pearson was the PEO in 2020, 2021 and 2022. 2022
non-PEO
NEOs include Robin Raju, Jeff Hurd, Nick Lane and Seth Bernstein. 2021
non-PEO
NEOs include Anders Malmstrom (departed March 31, 2021), Robin Raju (promoted April 1, 2021), Jeff Hurd, Nick Lane and Seth Bernstein. 2020
non-PEO
NEOs include Anders Malmstrom, Jeff Hurd, Nick Lane and Seth Bernstein.
Required Tabular Disclosure of Most Important Measures to Determine FY2022 CAP
The three items listed below represent the most important metrics we used to determine CAP for FY2022 as further described in our Compensation Discussion and Analysis (CD&A) within the sections titled “Annual Incentive Compensation” and “Long-Term Incentive Compensation.”
Most Important Performance Measures
Relative Total Shareholder Return
Non-GAAP
Operating Earnings
Value of New Business
Comparative Disclosur
e
The amount of compensation actually paid to Mr. Pearson, and the average amount of compensation actually paid to Holdings’
non-PEO
NEOs as a group, has aligned with Holdings’ performance in respect of TSR, as well as in respect of Holdings’ company selected measures,
Non-GAAP
Operating Earnings and relative TSR rank. As shown in the table above, Holdings’ TSR has outperformed peer group TSR in each of the three years reported. The alignment between compensation actually paid, TSR, and Holdings’ company selected measures correlates to Holdings’ strong and continued emphasis on
pay-for-performance
in setting NEO compensation. As further described in our CD&A, in particular within the sections titled “Annual Incentive Compensation” and “Long-Term Incentive Compensation,” a substantial amount of NEO compensation consists of variable short- and long-term incentive awards, the value of which are linked to the success of the Company and achievement of key TSR and earnings metrics. Holdings does not consider net income to be a meaningful indicator of company performance, and as such, does not use net income as a metric to determine compensation levels or incentivize NEOs. The compensation actually paid to Mr. Pearson, and the average amount of compensation actually paid to Holdings’
non-PEO
NEOs as a group is not always generally aligned with Holdings’ net income performance.
82 Notice of Annual Meeting of Stockholders and 2023 Proxy Statement
Board and Corporate Governance Practices

BOARD AND CORPORATE GOVERNANCE PRACTICES
We believe that effective corporate governance policies and practices help us deliver sustainable, long-term value to our stockholders.
These policies and practices are contained in our governance documents, including our Certificate of Incorporation, By-Laws, Corporate Governance Guidelines and Committee charters. This section describes the key features of our Board practices and corporate governance program.
Recent Changes to Our Corporate Governance
Amendments to By-Laws
On February 15, 2023, the Board approved the amendment and restatement of the Holdings’ By-Laws intended to address universal proxy rules recently adopted by the SEC, by, among other things, clarifying that no person may solicit proxies in support of a director nominee, other than the Board’s nominees, unless such person has complied with Rule 14a-19 under the Exchange Act, including applicable notice and solicitation requirements. Further, any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive use by the Board. The amendments also require any candidate for the Board nominated by a stockholder to provide additional background information by completing a Director Questionnaire. The Board also approved amendments to the By-laws intended to better conform the By-laws with recent amendments in Delaware corporate law relating to the provision of stockholder lists at the annual meeting. This amendment is intended to address privacy concerns relating to the broadcast of stockholder information via the virtual meeting format by removing the requirement that stockholder lists be provided during a meeting. The foregoing description of the changes contained in the By-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the By-laws, a copy of which is attached as Exhibit 3.2 to the Company’s Form 10-K filed with the SEC on February 21, 2023.
Stockholder Engagement
Since establishing an investor and proxy advisory firm outreach and engagement program, we have continued to discuss business background about the Company, the composition of our Board, our corporate governance structure and practices, our executive compensation programs and ESG initiatives and reporting with top stockholders representing a significant number of the outstanding shares and proxy advisory firms. During engagement discussions in 2022 and in prior years, we discussed and received a high level of support for our corporate governance strategy to build a Board with experienced and qualified members and independent leadership. Investors also expressed support of our compensation programs, which has been confirmed by the 95.7% say-on-pay approval percentage we received at our 2022 annual meeting of stockholders.
During investor engagements in 2022, we highlighted the removal of super-majority voting requirements from our Certificate of Incorporation allowing for certain provisions of our Certificate of Incorporation and our By-Laws to be amended by a vote of the majority of the outstanding shares, as opposed to the previous 66 2/3% “super-majority” requirement. We also discussed investor policies regarding director overboarding and in the context of its ongoing review of the Company’s corporate governance profile, the Nominating and Corporate Governance Committee recommended and the Board approved a recent amendment to the Corporate Governance Guidelines decreasing the number of permitted total public company board appointments for non-executive directors from five to four.
We also engaged in discussions on ESG matters, highlighting the 2021 launch of the ESG Data center at https://equitableholdings.com/about-us/Data-disclosures2022. In 2022, the ESG Data Center was expanded with the inclusion of the Equitable Political Engagement Report and the publication in March 2023 of our second annual ESG Report which includes Scope 1 and 2 greenhouse gas emissions data. Please see the “ESG at Equitable Holdings” section for further details concerning the Company’s ESG strategy. We look forward to continuing the dialogue we have established with our stakeholders through regular outreach and engagement.
Notice of Annual Meeting of Stockholders and 2023 Proxy Statement 83
Board and Corporate Governance Practices
Director Nominations
Nominations for election as a director at our annual meetings of stockholders may be made by our Board in the notice of meeting or any supplement thereto, or by a stockholder or stockholders in compliance with the advance notice provisions set forth in the By-Laws. Our Nominating and Corporate Governance Committee recommends director nominees and may identify potential nominees through a variety of means, including referrals from current directors, executive officers and stockholders or recommendations from professional search firms. In 2022, the Board, on the recommendation of Nominating and Corporate Governance Committee, and with the help of a leading professional search firm retained to help identify suitable independent candidates, appointed Craig MacKay to fill the vacancy created on the resignation of Chair Oliveira. Additionally, on the recommendation of the Nominating and Corporate Governance Committee, the Board appointed Arlene Isaacs-Lowe to the Board effective July 11, 2022.
Kristi A. Matus is not standing for re-election at the Annual Meeting, and accordingly her term will expire at the Annual Meeting.
In recommending candidates for nomination by the Board, the Nominating and Corporate Governance Committee takes into consideration the candidate’s skills and qualifications, the NYSE listing requirements, the ability of candidates to support the diversity of our Board as a whole, other board commitments and any other criteria the Board may establish from time to time. The Nominating and Corporate Governance Committee will consider candidates recommended by stockholders. Proxies cannot be voted for a greater number of persons than the nominees named. If any nominee selected by Holdings becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Holdings. Each person nominated for election has agreed to serve if elected. The Company’s management has no reason to believe that any nominee will be unable to serve.
Board Leadership Structure
Our Board is led by our independent Chair, Ms. Lamm-Tennant who was appointed Chair in October 2021. Chair Lamm-Tennant is the first female independent Chair of Equitable Holdings. As stated in our Corporate Governance Guidelines, the Board’s policy is to choose whether to separate the offices of Chair of the Board and CEO on a case-by-case basis. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chair and CEO in any way that is in the best interests of Holdings at a given point in time. The Board believes this governance structure currently promotes a balance between the Board’s independent authority to oversee our business and the CEO and the management team’s management of the business on a day-to-day basis. If the Board chooses to combine the offices of Chair and CEO in the future, a lead director will be appointed annually by the independent directors. The Board expects to periodically review its leadership structure to ensure that it continues to meet our needs.
Director Independence
Our Board considers annually whether each of its members is “independent” for purposes of NYSE listing standards which provide that a director is “independent” if our Board determines that the director does not have any direct or indirect material relationship with the Company.
Our Board has affirmatively determined, after considering all of the relevant facts and circumstances, that Chair Lamm-Tennant and current Directors Hondal, Isaacs-Lowe, Kaye, MacKay, Matus, Scott, and Stonehill are each independent as defined under NYSE listing standards. This determination was based, in part, on detailed information provided by each director regarding their business and professional relationships, and those of their family members, with the Company and those entities with which we have significant business or financial interactions.
In making its independence determinations, our Nominating and Corporate Governance Committee and our Board considered both the “bright line” independence criteria set forth in NYSE rules, as well as other relationships which, although not expressly inconsistent with independence under NYSE, may nevertheless have been determined to
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 69
~~Executive Compensation~~

Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Board and Corporate Governance Practices

~~Good Reason~~

Good reason generally includes Mr. Bernstein’s termination after the diminution of his position, authority, duties or responsibilities, any material breach by AB of the Bernstein Employment Agreement or any material compensation agreement and other similar events.

~~Golden Parachute Payments~~

In the event any payments to Mr. Bernstein constitute “golden parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, payments shall be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Bernstein receiving a higher~~net-after~~ ~~tax amount than he would receive absent the reduction.~~

If a CIC of AB occurs prior to January 1, 2020, to the extent that payments to Mr. Bernstein would be subject to the excise tax under Section 4999 of the Internal Revenue Code, Mr. Bernstein will be entitled to a~~gross-up~~ payment to ensure that he will retain an amount equal to the excise tax imposed upon such payments, but if the payments do not exceed 110% of the statutory limit imposed by Section 280G of the Internal Revenue Code, the payments will be reduced to the maximum amount that does not result in the imposition of such excise tax.

No~~gross-up~~ ~~payment would have been required in the event of Mr. Bernstein’s termination of employment on the Trigger Date due to a CIC.~~

~~Restrictive Covenants~~

~~Mr. Bernstein is subject to a confidentiality provision, in addition to covenants with respect tonon-competition~~ ~~during his employment and six months thereafter andnon-solicitation~~ ~~of customers and employees for 12 months following his termination of employment.~~


70				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~PROPOSAL 4: Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation~~

~~PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION~~

~~In accordance with Section 14A of the Exchange Act, we are providing stockholders with anon-binding~~ advisory vote to express their preference on the frequency of votes to approve the compensation paid to our named executive officers. Stockholders may cast a vote in favor of an advisory vote on executive compensation being held every one, two, or three years, or they may abstain.

~~This is the first opportunity for our stockholders to express their preference regarding how frequently we should submitsay-on-pay~~ proposals for advisory votes by stockholders. The Board recommends an annual vote frequency, as this will enable stockholders to provide timely feedback regarding our executive compensation programs and practices, and is consistent with having regular dialogue with stockholders.

~~The vote on the frequency of futuresay-on-pay~~ ~~votes is advisory only. The result will not be binding on the Board, although the Board does intend to consider the outcome of the vote when determining the frequency with which futuresay-on-pay~~ ~~votes will be conducted.~~

~~The Board expects to make its determination and disclose its decision to stockholders within 150 days of the Annual Meeting.~~

~~Unless the Board decides to hold an earliersay-on-pay~~ ~~frequency vote, we will not be required to hold another such vote until 2025.~~

~~The Compensation Committee and the Board believe that an annual advisory vote on executive compensation is in the best interests of the Company and its stockholders.~~

~~Accordingly, the Board recommends that stockholders vote in favor of a~~~~ONE YEAR~~ ~~frequency for future advisory votes on executive compensation.~~


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							71

~~Board and Corporate Governance Practices~~

~~BOARD AND CORPORATE GOVERNANCE PRACTICES~~

~~We believe that effective corporate governance policies and practices help us deliver sustainable, long-term value to our stockholders.~~

These policies and practices are contained in our governance documents, including our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Guidelines and Committee charters. This section describes the key features of our Board practices and corporate governance program.

~~Recent Changes to Our Corporate Governance~~

As of March 25, 2019, AXA no longer holds a majority of our outstanding Shares. Consequently, certain changes to our corporate governance were required pursuant the Shareholder Agreement and have occurred, as described below.

~~Shareholder Agreement~~

~~Pursuant to the Shareholder Agreement, certain rights held by AXA ceased to apply once AXA no longer beneficially owned more than 50% of our outstanding Shares, including:~~

~~The number of directors that AXA is entitled to nominate to our Board decreased from five to three.~~

~~Our Board is no longer required to cause the Chairperson of the Board to be an AXA director.~~

~~The AXA director on each of the Compensation Committee and the Nominating and Corporate Governance Committee was required to resign from these Committees before May 24, 2019.~~

~~See “Certain Relationships and Related Person Transactions—Relationships with AXA—Shareholder Agreement” for more information on the Shareholder Agreement.~~

~~Board Leadership Structure~~

Effective March 26, 2019, our Board is led by our independent Chairman, Mr. de Oliveira. As stated in our Corporate Governance Guidelines the Board’s policy is to choose whether to separate the offices of Chairperson of the Board and CEO on case-by-case basis. The Board believes it is important to retain its flexibility to allocate the responsibilities of the offices of the Chairperson and CEO in any way that is in the best interests of Holdings at a given point in time. The Board believes this governance structure currently promotes a balance between the Board’s independent authority to oversee our business and the CEO and his management team’s management of the business on a~~day-to-day~~ basis. If the Board chooses to combine the offices of Chairperson and CEO in the future, a lead director will be appointed annually by the independent directors. The Board expects to periodically review its leadership structure to ensure that it continues to meet our needs.

~~Director Resignations and Independent Director Appointments~~

Pursuant to the terms of the Shareholder Agreement, two directors who were designated as AXA Directors pursuant to the Shareholder Agreement tendered their resignations on March 26, 2019, effective immediately. The Board replaced these two AXA Directors with independent directors Kristi A. Matus and Bertram L. Scott.

~~Controlled Company Exemption~~

Because no stockholder owns more than 50% of our outstanding Shares, we no longer rely on the “controlled company” exemption provided by the NYSE listed company rules. We are now compliant with the applicable NYSE corporate governance requirements such that our Board consists of a majority of independent directors, and our Compensation Committee and Nominating and Corporate Governance Committee each consist entirely of independent directors.


72				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Board and Corporate Governance Practices~~

~~Director Nominations~~

Nominations for election as a director at our annual meetings of stockholders may be made by our Board in the notice of meeting or any supplement thereto, or by a stockholder or stockholders in compliance with the advance notice provisions set forth in the Bylaws. Our Nominating and Corporate Governance Committee recommends director nominees and may identify potential nominees through a variety of means, including referrals from current directors, executive officers and stockholders or recommendations from professional search firms. The Committee retained a leading professional search firm to support identification and recruiting of director candidates, including the two most recent additions to our Board, as it prepares to add additional independent directors as AXA sells down its stake in us and relinquishes director nomination rights. In recommending candidates for nomination by the Board, the Nominating and Corporate Governance Committee takes into consideration the candidate’s skills and qualifications, the NYSE listing requirements, the ability of candidates to enhance the diversity of our Board as a whole and any other criteria the Board may establish from time to time. The Nominating and Governance Committee will consider candidates recommended by stockholders.

~~Director Independence~~

Our Board considers annually whether each of its members is “independent” for purposes of NYSE listing standards which provide that a director is “independent” if our Board determines that the director does not have any direct or indirect material relationship with the Company.

Our Board has affirmatively determined, after considering all of the relevant facts and circumstances, that Messrs. de Oliveira, Kaye, Scott and Stonehill and Ms. Matus are independent as defined under NYSE listing standards. This determination was based, in part, on detailed information provided by each director regarding his or her business and professional relationships, and those of his or her family members, with the Company and those entities with which we have significant business or financial interactions.

In making its independence determinations, our Nominating and Corporate Governance Committee and our Board considered both the “bright line” independence criteria set forth in NYSE rules, as well as other relationships which, although not expressly inconsistent with independence under NYSE, may nevertheless have been determined to constitute a “material direct or indirect relationship” that would prevent a director from being independent. These included relationships and transactions in the following categories, which our Nominating and Corporate Governance Committee and our Board have deemed immaterial to the director’s independence due to the nature of the relationship or transaction or the amount involved:

•

holdings of equity or debt securities of companies with which certain directors are affiliated and which were ordinary course and immaterial in amount; and

•

membership on the board of an affiliate ~~subsidiary~~ or ~~former parent company.~~subsidiary.

~~Executive Sessions~~

Director Outside Affiliations

Under our Corporate Governance Guidelines, no director may sit on more than four (including Holdings) public company boards (for the avoidance of doubt, a public company is a company with publicly traded equity and any controlled subsidiaries are not counted separately). Directors who are employed on a full-time basis by a public company are allowed to serve on no more than three public company boards. Directors are required to advise the Chair of the Board and the Chair of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another public company board. With the consent of the Board, a director may temporarily exceed the limit on the number of public company boards on which the director serves if the director has stated their intention to leave an outside public board within a reasonable time. The Nominating and Corporate Governance Committee reviews existing director outside affiliations and time commitments annually and takes public company board leadership positions into account for purposes of overboarding determinations. Currently, all directors are in compliance with the outside affiliation requirements laid out in the Corporate Governance Guidelines and were in compliance throughout 2022.

Director Mandatory Retirement

Under our Corporate Governance Guidelines, directors are required to retire from the Board when they reach the age of 75; provided that a director elected to the Board prior to their 75th birthday may continue to serve until the annual stockholders meeting coincident with or following their 75th birthday. Directors will not be nominated for election or re-election to the Board after their 75th birthday, although the full Board may nominate candidates over 75 for election or re-election under what it considers special circumstances.

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are scheduled to be held during each regular meeting of the Board. In addition, at least once a year, the independent directors meet in a private session that excludes management and non-independent directors. At each of these meetings, the independent Chair presides. The committees of the Board, as described more fully below, also meet periodically in executive session.

Succession Planning and Talent Management

The Board is active in its oversight of succession planning and talent management. Both the Compensation Committee and the Board review at least annually succession plans and talent management reports, including a review of short– and long–term succession plans for critical roles and diversity, recruiting and development programs. In addition, the Committee reviews the talent pipeline for specific key roles. Our directors meet regularly with senior leaders in the context of Board and Committee business, giving them an opportunity to assess the qualifications of these individuals. Recent succession and talent management plans have also focused on the execution of management’s diversity and inclusion strategy.


Notice of ~~thenon-management~~ ~~members~~Annual Meeting of ~~the Board, are regularly scheduled. In addition, at least once a year, the independent directors are afforded the opportunity to meet in a private session that excludes management~~Stockholders and~~non-independent~~ ~~directors. At each of these meetings, the independent Chairman will preside. The committees of the Board, as described more fully below, also meet periodically in executive session.~~ ~~Stockholder Engagement~~ As a newly public company, we launched an investor and proxy advisory firm outreach and engagement program to discuss business background about the Company, our Board composition, our corporate governance profile and our compensation programs. We reached out to proxy advisory firms and top holders representing a significant number of the outstanding shares (other than AXA) and held meetings with a proxy advisory firm and many of our top holders. After the meetings, we briefed the Board or the appropriate Committee on this feedback, which will help inform future planning. We look forward to continuing the dialogue we have established with our stakeholders through regular outreach and engagement. 2023 Proxy Statement							85

Board and Corporate Governance Practices


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							73

~~Board and Corporate Governance Practices~~

~~Succession Planning and Talent Management~~

The Board is active in its oversight of succession planning and talent management. Both the Compensation Committee and the Board review at least annually succession plans and talent management reports, including a review of short– and long– term succession plans for critical roles and diversity, recruiting and development programs. In addition, the Committees review the talent pipeline for specific key roles. Our directors meet regularly with senior leaders in the context of Board and Committee business, giving them an opportunity to assess the qualifications of these individuals. Recent succession and talent management plans have culminated in the addition of senior talent with public company expertise to support us as a newly public company.

~~Risk Oversight~~

~~The Board oversees management of significant risks facing the Company. The Board’s leadership structure, with an independent Board Chairman, independent Committees,~~⁹ and a Finance and Risk Committee, supports effective risk oversight. The Board administers its risk oversight responsibilities by receiving, in addition to regular business, strategic and other reports from management and advisors, at least annual reports on enterprise risk management from the Chief Risk Officer and has allocated oversight of certain risks to committees of the Board (as described below). In addition to annual reports to the Board, the Chief Risk Officer reports at least quarterly to the Finance and Risk Committee of the Board on the Company’s risk appetite framework and provides a comprehensive and regular overview of the Company’s risks and key risk indicators.

The Board has delegated primary oversight of the Company’s financial risk exposures such as cybersecurity risk to its Audit Committee and, in addition to regular reports from its Audit Committee, receives at least annual updates on cyber threats directly from the Chief Information Security Officer. The Audit Committee receives reports from the Chief Information Security Officer a least quarterly. In connection with its duty to review and discuss with management the Company’s coordination of risk assessment and risk management, the Audit Committee meets periodically with the Chief Risk Officer.

Risk Oversight

The Board oversees management of significant risks facing the Company. The Board’s leadership structure, with an independent Board Chair, independent committees, including an independent Finance and Risk Committee, supports effective risk oversight. The Board administers its risk oversight responsibilities by receiving, in addition to regular business, strategic and other reports from management and advisors, reports on enterprise risk management and specific risk topics from the Chief Risk Officer and has allocated oversight of certain risks to committees of the Board (as described below and in the “Information About Our Board Committees” and further detailed in the “ESG at Equitable Holdings” sections).

In addition to regular attendance at the Board meetings, the Chief Risk Officer is also invited to meetings of committees to address specific risk topics. The Chief Risk Officer reports at least quarterly to the Finance and Risk Committee on the Company’s risk appetite framework and provides a comprehensive overview of the Company’s risks and key risk indicators. In connection with its duty to review and discuss with management the Company’s risk assessment and risk management, the Audit Committee meets regularly with the Chief Risk Officer in regular and executive sessions.

The Board has delegated primary oversight of the Company’s financial risk exposures as well as cybersecurity risk to its Audit Committee and, in addition to regular reports from its Audit Committee, receives at least annual updates on the cybersecurity program and threats directly from the Chief Information Security Office. The Audit Committee receives reports on risks related to cyber matters at least quarterly from the Chief Information Security Office as well as from the Company’s internal audit function. In 2022, the Audit Committee received a report from an independent cybersecurity advisor.

The Board also fulfills its cyber oversight duty through the Company’s subsidiary structure. The Audit Committees of Equitable Financial and AB receive regular reports from their respective chief security officers on cyber risk matters with ultimate reporting to the Holdings Board.

The Compensation Committee facilitates the Board’s oversight of management succession planning and, as detailed in “Succession Planning and Talent Management,” the Board receives reports directly from management on risks related to succession planning for the Chief Executive Officer, executive officers and certain key roles. The Chief Risk Officer reports to the Compensation Committee annually in connection with its oversight of certain compensation programs to ensure they contribute to prudent decision-making and avoid an incentive to take excessive risk.

The Company’s internal risk governance structure supports effective risk management. The Chief Risk Officer oversees an independent enterprise risk management function that administers and enforces an enterprise risk appetite framework and reports directly to the Chief Executive Officer. The Chief Risk Officer serves on various management committees along with senior leaders from functions independent of the businesses, such as the Chief Legal Officer, Chief Operating Officer and Chief Auditor.

Information About Our Board Committees

The Board has designated five standing Board committees to assist the Board in carrying out its duties: Audit, Compensation, Executive, Finance and Risk, and Nominating and Corporate Governance. Each of the Audit, Compensation, Finance and Risk, and Nominating and Corporate Governance Committees has a Board-approved, written charter, which describes that Committee’s role and responsibilities. Current, printable copies of the charters of the Audit, Compensation, and Nominating and Corporate Governance Committees are posted on our website at https://ir.equitableholdings.com. The Committee Chairs approve the meeting agendas for their respective committees.

Each committee regularly reports on the matters discussed during its meetings to the full Board and presents recommendations on actions requiring Board approval. On an annual basis, each Committee conducts an evaluation of its performance and reviews the adequacy of and may propose changes to its charter for Board approval. The


86				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

Board and Corporate Governance Practices

process for annual evaluation is considered and determined each year by the Nominating and Corporate Governance Committee and generally includes a review of significant Board and Committee matters over the past year, discussions held in executive sessions regarding Board and Committee performance and development of any action plan for future implementation. From time to time, the Nominating and Corporate Governance Committee may engage an external third-party resource to facilitate the annual evaluation. Each Committee has full authority to retain, at the Company’s expense, independent advisors or consultants.

The table below provides additional information about our committees, including their composition, number of meetings held in 2022 and their primary roles and responsibilities, including their roles in the oversight of risk management.

Audit Committee

Members:

Daniel G. Kaye (Chair)

Arlene Isaacs-Lowe (since April 10, 2023)

Joan Lamm-Tennant (until June 6, 2022)

Craig MacKay (since June 6, 2022)

Kristi A. Matus (until April 10, 2023)

All current Audit Committee members are independent. In addition, the Board has determined that each current Audit Committee member is “financially literate” under NYSE rules and regulations and is an “audit committee financial expert” under SEC rules and regulations.

Number of Meetings in 2022: 9

Key Roles and Responsibilities:

• Assist the Board in overseeing the financial reporting process and the quality and integrity of our financial statements;

• Assist the Board in overseeing the qualifications and independence and performance of our independent auditor;

• Assist the Board in overseeing our accounting, financial and external reporting policies and practices;

• Assist the Board in overseeing the performance of our internal audit function;

• Assist the Board in overseeing our compliance with legal and regulatory requirements, including without limitation, any requirements promulgated by the PCAOB and the FASB;

• Prepare the report of the Audit Committee required to be included in our annual proxy statement; and

• Exercise an oversight function, as contemplated by the Implementation Guide of the National Association of Insurance Commissioners for the Annual Financial Reporting Model Regulation, over the statutory financial reporting of certain wholly-owned insurance company subsidiaries and any captive reinsurance company subsidiaries of the Company subject to the Model Audit Rule.

Role in Risk Oversight

The Audit Committee’s role in risk oversight includes oversight of the integrity of the Company’s financial statements, internal controls, legal and regulatory compliance and cybersecurity and data privacy threats.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							87

Board and Corporate Governance Practices

Compensation Committee

Members:

Kristi A. Matus (Chair) (until April 10, 2023)

Bertram L. Scott (Chair since April 10, 2023)

Francis A. Hondal

Arlene Isaacs-Lowe (since July 11, 2022)

Charles G.T. Stonehill (until July 11, 2022)

All current Compensation Committee members are independent and are “non-employee directors” for purposes of Section 16 of the Exchange Act.

Number of Meetings in 2022: 5

Key Roles and Responsibilities:

• Discharge the Board’s responsibilities relating to compensation of our executive officers;

• Prepare any report on executive compensation required by the rules and regulations of the SEC for inclusion in our annual proxy statement;

• Review reports regarding diversity and inclusion, attrition and hiring as it deems appropriate;

• Recommend to the Board the appointment of senior and executive officers; and

• Take such other actions relating to the compensation and benefits structure of the Company as the committee deems necessary or appropriate.

Role in Risk Oversight

The Compensation Committee oversees risks related to human capital management, design and operation of executive compensation plans and non-employee director compensation and supports Board oversight of management succession planning and ~~as detailed~~talent management.

Executive Committee

Members:

Joan Lamm-Tennant (Chair)

Mark Pearson

Charles G.T. Stonehill

Number of Meetings in ~~“Succession Planning~~2022: 1

Key Roles and ~~Talent Management,”~~Responsibilities:

Exercise the authority of the Board ~~receives reports directly from management on risks related to succession planning for the Chief Executive Officer, executive officers and certain key roles.~~

The Company’s internal risk governance structure supports effective risk management. The Chief Risk Officer oversees an independent enterprise risk management function that administers and enforces an enterprise risk appetite and reports directly to the Chief Executive Officer. The Chief Risk Officer serves on various management committees along with senior leaders from functions independentin oversight of the ~~businesses, such as~~Company between meetings of the ~~General Counsel~~Board with specified exceptions.


88				Notice of Annual Meeting of Stockholders and ~~Chief Operating Officer.~~2023 Proxy Statement

Board and Corporate Governance Practices

Finance and Risk Committee

~~Information about Our Board Committees~~

~~The Board has designated five standing Board Committees to~~Members:

Charles G.T. Stonehill (Chair)

Francis A. Hondal

Daniel G. Kaye

Joan Lamm-Tennant (until June 6, 2022)

Craig MacKay (since June 6, 2022)

All current Finance and Risk Committee members are independent.

Number of Meetings in 2022: 7

Key Roles and Responsibilities:

Monitor, review and assist the Board in ~~carrying out its duties: Audit; Compensation; Executive;~~overseeing:

• financial and capital markets related matters;

• strategies that bear on the long-term financial sustainability of the Company;

• the governance of significant risk throughout the Company; and

• the establishment and ongoing monitoring of our risk profile, risk capacity and risk appetite.

Role in Risk Oversight

The Finance and ~~Risk;~~Risk Committee oversees, among other matters, risks related to liquidity, capital management and ~~Nominating~~the Company’s enterprise risk management program. See “Board and Corporate ~~Governance. Each of~~Governance Practices – Risk Oversight” and “ESG at Equitable Holdings” for additional information regarding the ~~Audit, Compensation, and~~ Board’s risk oversight framework.

Nominating and Corporate Governance Committees has a Board-approved, written charter, which describes that Committee’s role and responsibilities. Current, printable copies of the charters of the Audit, Compensation, and Nominating and Corporate Governance Committees are posted on our website at https://ir.axaequitableholdings.com. The Committee ~~Chairs approve the meeting agendas for their respective Committees.~~

Each Committee regularly reports on the matters discussed during its meetings to the full Board and presents recommendations on actions requiring Board approval. On an annual basis, each Committee will conduct an evaluation of its performance and will review the adequacy of and propose changes to its charter for Board approval. The process for annual evaluation is considered and determined each year by the

Members:

Daniel G. Kaye (Chair/member since April 10, 2023)

Kristi A. Matus (Chair) (until April 10, 2023)

Arlene Isaacs-Lowe (since July 11, 2022)

Bertram L. Scott

Charles G.T. Stonehill (until July 11, 2022)

All current Nominating and Corporate Governance Committee members are independent.

Number of Meetings in 2022: 4

Key Roles and ~~generally includes~~Responsibilities

• Identify individuals qualified and suitable to become Board members and recommend to the Board the director nominees for each annual meeting of stockholders;

• Develop and recommend to the Board a ~~review~~set of ~~significant Board~~corporate governance principles applicable to Holdings;

• Otherwise take a leadership role in shaping the corporate governance of Holdings; and ~~Committee matters over~~

• Oversees the ~~past year, discussions held~~Company’s strategy regarding environmental stewardship, sustainability and corporate social responsibility matters.

Role in ~~executive sessions regarding Board and Committee performance and development of an action plan for future implementation. From time to time, the~~Risk Oversight

The Nominating and Corporate Governance Committee ~~may engage an external third-party resource~~oversees risks related to ~~facilitate~~Board governance, succession planning for the ~~annual evaluation. Each Committee has full authority to retain, at~~Board and its committees, the Company’s ~~expense, independent advisors or consultants.~~

⁹	~~The Audit Committee will be comprised solely of independent directors no later than May 9, 2019. See “Information about our Board Committees”.~~corporate governance framework and environmental stewardship, sustainability and corporate social responsibility.


74				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Board and Corporate Governance Practices~~

~~The table below provides additional information about our Committees, including their composition, number~~
Notice of ~~meetings held in 2018~~Annual Meeting of Stockholders and ~~their primary roles and responsibilities, including their roles in the oversight of risk management.~~
2023 Proxy Statement
89
~~Audit Committee~~
~~Members:~~
~~Gérald Harlin~~
~~Daniel G. Kaye (Chair)~~
~~Bertram L. Scott~~
~~Charles G.T. Stonehill~~
All Audit Committee members are independent, except for Gérald Harlin. In addition, the Board has determined that each Audit Committee member is “financially literate” under NYSE rules and regulations and an “audit committee financial expert” under SEC rules and regulations.
Mr. Harlin is the Deputy Chief Executive Officer and Chief Financial Officer of AXA. For more information on the Company’s relationship with AXA, please see the “Certain Relationships and Related Party Transactions” section of this proxy statement. Mr. Harlin was appointed to the Audit Committee pursuant to the terms of the Shareholder Agreement. Mr. Harlin is relying on the~~one-year~~ ~~exemption period under Exchange Act Rule10A-3(b)(1)(iv)(A)(2)~~ and will resign from the Audit Committee on or before May 9, 2019. The Company does not believe that reliance on this exemption materially adversely affects the ability of the Audit Committee to act independently and to satisfy other applicable Audit Committee requirements because the AXA Equitable Holdings, Inc. Related Person Transaction Policy establishes a subcommittee of the Audit Committee composed solely of independent directors who are not affiliated with AXA to review transactions between the Company and AXA See “Certain Relationships and Related Party Transactions – Related Person Transaction Approval Policy.”
~~Number of Meetings in 2018:~~8
~~Key Roles and Responsibilities:~~
• ~~Assist the board in overseeing the financial reporting process and the quality and integrity of our financial statements;~~
• ~~Assist the board in overseeing the qualifications and independence and performance of our independent auditor;~~
• ~~Assist the Board in overseeing our accounting, financial and external reporting policies and practices;~~
• ~~Assist the Board in overseeing the performance of our internal audit function;~~
• ~~Assist the Board in overseeing our compliance with legal and regulatory requirements, including without limitation, any requirements promulgated by the PCAOB and the FASB;~~
• ~~Prepare the report of the Audit Committee required to be included in our annual proxy statement; and~~
• Exercise an oversight function, as contemplated by the Implementation Guide of the National Association of Insurance Commissioners for the Annual Financial Reporting Model Regulation, over the statutory financial reporting of certain wholly-owned insurance company subsidiaries and any captive reinsurance company subsidiaries of the Company subject to the Model Audit Rule.
~~Role in Risk Oversight~~
The Audit Committee’s role in risk oversight includes oversight of the integrity of the Company’s financial statements, internal controls, legal and regulatory compliance and cybersecurity threats.


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							75

~~Board and Corporate Governance Practices~~

Board and Corporate Governance Practices

~~Compensation Committee~~

ESG at Equitable Holdings

The Equitable Holdings Board oversees ESG strategy directly, through its committees, and through certain subsidiary boards and committees. The Nominating and Corporate Governance Committee is the designated focus committee responsible for oversight of the Company’s ESG strategy. In 2022, the Board and its committees met regularly to discuss opportunities and risks across the ESG framework.

The following is an overview of governance of ESG related matters:

Audit Committee: Legal, regulatory and compliance; internal controls and operational risks including cybersecurity and data privacy

Compensation Committee: Human capital management including diversity, equity and inclusion

Finance and Risk Committee: Enterprise risk management including physical and transition risks of climate change

Investment Committee¹⁸: Investment risk within the General Account portfolio including our ESG investment philosophy and guiding principle, ESG integration and Impact Investing activities

Nominating and Corporate Governance Committee: Overall ESG strategy including Board diversity, experience and independence and governance profile

In 2021, Holdings was pleased to launch its ESG Data Center at https://equitableholdings.com/about-us/Data- disclosures which includes, among other information, the following information for Holdings and each of its franchises – Equitable Financial and AllianceBernstein:

~~Members:~~

~~Kristi A. Matus (Chair)~~

~~Ramon de Oliveira~~

~~Charles G.T. Stonehill~~

~~All Compensation Committee members are independent and are“non-employee~~ ~~directors” for purposes~~
Equitable Financial AllianceBernstein Equitable Holdings
ESG Report and Data ✓ ESG Report ✓ Global Stewardship
Statement ✓ ESG Data Center
EEO-1 Workforce Data ✓EEO-1 Supplemental Data ✓EEO-1
Supplemental Data ✓ Consolidated EEO-1
Report
Disclosures aligned with Sustainability Accounting Standards Board (SASB) ✓ SASB – Insurance sector ✓ SASB – Asset
Management & Custody
Activities
Climate Change and Disclosures aligned with Taskforce for Climate-related Financial Disclosures (TCFD) ✓ TCFD ✓ Climate Change
Statement and TCFD ✓ Statement on
Managing Climate Risk
Responsible/Sustainable Financing ✓ Responsibility Report ✓ Sustainable Financing
Framework and Annual
Report
Political Activity ✓ Political Engagement Statement and Political Engagement Report ✓ Statement on Political
Influence

To learn more about Holdings’ sustainability efforts, please visit https://equitableholdings.com/about-us/Data-disclosures. The Equitable ESG Report and the AllianceBernstein Stewardship Report, or any other information from the Holdings, Equitable Financial and AllianceBernstein websites, is not a part of or incorporated by reference into this Proxy Statement.

Board Meetings and Director Attendance

Our Board held six meetings during the year ended December 31, 2022. Directors Hondal, Kaye, Lamm-Tennant, MacKay, Matus, Pearson, Scott, Stansfield, and Stonehill each attended 100% of all meetings of ~~Section 16 of the Exchange Act.~~

~~Number of Meetings in 2018:~~ 4

~~Key Roles and Responsibilities:~~

• ~~Discharge the Board’s responsibilities relating to compensation of our executive officers;~~

• ~~Prepare any report on executive compensation required by the rules and regulations of the SEC for inclusion in our annual proxy statement;~~

• ~~Recommend to~~ the Board ~~the appointment of senior and executive officers;~~ and

• ~~Take such other actions relating to the compensation and benefits structure of the Company as the committee deems necessary or appropriate.~~
¹⁸
Reference is to the Investment Committees of Equitable Financial and Equitable America.

~~Role in Risk Oversight~~

The Compensation Committee oversees risks related to design and operation of executive compensation plans and non-employee director compensation and supports Board oversight of management succession planning and talent management.


90				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement

~~Executive Committee~~

~~Members:~~

~~Thomas Buberl~~

~~Ramon de Oliveira (Chair)~~

~~Mark Pearson~~

~~Charles G.T. Stonehill~~

~~Number of Meetings in 2018:~~ ~~This committee did not meet in 2018.~~

~~Key Roles and Responsibilities:~~

• ~~Exercise the authority of the Board in oversight of the Company between meetings of the Board with specified exceptions.~~


76				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Board and Corporate Governance Practices~~

Board and Corporate Governance Practices

~~Finance and Risk Committee~~

committees on which they served during 2022. Director Isaacs-Lowe attended 86% of all meetings of the Board and committees on which she served having missed one meeting of the Compensation Committee due to a scheduling conflict. Directors are expected to attend our annual meeting, and all of our directors then serving on the Board attended our 2022 annual meeting.

Directors Compensation

The following table provides information on compensation that was paid to our directors in 2022 by the Company, other than Mr. Pearson whose compensation is fully reflected in the “Summary Compensation Table” above.

During 2022, Messrs. Kaye and Stonehill and Mses. Lamm-Tennant and Matus served on the AB Board in addition to the Holdings Board. We believe their presence on the AB Board is important due to their deep knowledge of the Company and their relevant experience and expertise. Their service on the AB Board requires a significant time commitment since AB’s business involves significantly different business, legal and other considerations than our retirement and protection businesses and AB is a publicly-traded company. Given the time and effort required, we believe it is appropriate to compensate these directors for their services as directors of AB in addition to their services as directors of Holdings. Their AB compensation is consistent with that paid to other independent directors of the AB Board.


2022 DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1) (2)		All Other Compensation ($)		Total ($)
Hondal, Francis		125,000		160,002		—		285,002
Isaacs-Lowe, Arlene		59,103		137,103		—		196,207
Kaye, Daniel		259,000		330,002		—		589,002
Lamm-Tennant, Joan		365,000		430,024		—		795,024
MacKay, Craig		71,025		152,221		—		223,246
Matus, Kristi		293,500		330,002		—		623,502
Scott, Bertram		125,000		160,002		—		285,002
Stansfield, George		125,000		160,002		—		285,002
Stonehill, Charles		292,500		330,002		—		622,502

~~Members:~~

~~Daniel G. Kaye~~

~~Bertram L. Scott~~

~~Charles G.T. Stonehill (Chair)~~

~~Number of Meetings in 2018:~~ 5

~~Key Roles and Responsibilities:~~

• ~~Monitor, review and assist the Board in overseeing:~~

• ~~financial and capital markets related matters;~~

• ~~strategies that bear on the long-term financial sustainability of the Company;~~

• ~~the governance of significant risk throughout the Company; and~~

• ~~the establishment and ongoing monitoring of our risk profile, risk capacity and risk appetite.~~

~~Role in Risk Oversight~~

The Finance and Risk Committee oversees risks related to liquidity, capital management and the Company’s enterprise risk management program. See “Board and Corporate Governance Practices – Risk Oversight” for additional information regarding the Board’s risk oversight framework.

(1)

~~Nominating and Corporate Governance Committee~~

~~Members:~~

~~Kristi A. Matus (Chair)~~

~~Ramon de Oliveira~~

~~Charles G.T. Stonehill~~

~~All Nominating and Corporate Governance Committee members are independent.~~

~~Number of Meetings in 2018:~~ 4

~~Key Roles and Responsibilities~~

• ~~Identify individuals qualified and suitable to become Board members and recommend to the Board the director nominees for each annual meeting of stockholders;~~

• ~~Develop and recommend to the Board a set of corporate governance principles applicable to Holdings; and~~

• ~~Otherwise take a leadership role in shaping the corporate governance of Holdings.~~

~~Role in Risk Oversight~~

~~The Nominating and Corporate Governance Committee oversees risks related to Board governance, succession planning for the Board and its Committees and the Company’s corporate governance framework.~~

~~Board Meetings~~The amounts reported in this column represent the aggregate grant date fair value of Holdings Common Stock and ~~Director Attendance~~

~~Our Board held 17 meetings during~~Restricted AB Holding Units granted to directors in 2022 in accordance with FASB ASC Topic 718, and the ~~year ended December 31, 2018 and each director, other than Mr. Harlin, attended at least 75%~~assumptions made in calculating them can be found in Note 15 of the ~~aggregate of all meetings of the Board and committees on which he or she served. Mr. Harlin attended all regularly scheduled Board meetings. Mr. Harlin’s attendance percentage was due~~Notes to ~~the fact that, as an executive officer of~~


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							77

~~Board and Corporate Governance Practices~~

AXA, Mr. Harlin recused himself from two Audit Committee meetings due to the topics discussed at those meetings. Directors are required to attend our annual meeting. The 2019 Annual Meeting is our first annual meeting after becoming a public company in 2018.

~~Director Compensation~~

The following table provides information on compensation that was paid to our directors in 2018 by the Company, other than Messrs. Buberl, Stansfield and Harlin who did not receive any such compensation and Mr. Pearson since all of his compensation is fully reflected in the Summary Compensation Table above.

During 2018, both Mr. Kaye and Mr. de Oliveira served on the AB Board in addition to the Holdings Board. We believe their presence on the AB Board is important due to their deep knowledge of the Company and their relevant experience and expertise. Their service on the AB Board requires a significant time commitment since AB’s business involves significantly different business, legal and other considerations than our retirement and protection businesses and AB is a publicly-traded company. Given the time and effort required of Mr. Kaye and Mr. de Oliveira, we believe it is appropriate to compensate them for their services as directors of AB in addition to their services as directors of Holdings. Their AB compensation is consistent with that paid to other independent directors of the AB Board.

2018 DIRECTOR COMPENSATION

Name
   Fees Earned or
Paid in Cash    Stock Awards (1)    All Other
Compensation (2)    Total
Mr. de Oliveira
   $ 204,179    $ 339,520    $ 40    $ 543,739
Mr. Kaye
   $ 266,119    $ 339,520    $ 1,152    $ 606,791
Mr. Stansfield
   $ —    $ —    $ 235,143    $ 235,143
Mr. Stonehill
   $ 108,456    $ 169,520    $ 40    $ 278,016

~~(1)~~

The amounts reported in this column represent the aggregate grant date fair value of restricted and unrestricted stock awarded in 2018 in accordance with FASB ASC Topic 718, and the assumptions made in calculating them can be found in Note 14 of the Notes to the Consolidated Financial Statements.

Holdings’ Consolidated Financial Statements. The grant date fair value of each award is as follows:


	Holdings Common Stock ($)		Restricted AB Holding Units ($)
Ms. Hondal		160,002
Ms. Isaacs-Lowe		137,103
Mr. Kaye		160,002		170,000
Ms. Lamm-Tennant		260,024		170,000
Mr. MacKay		152,221
Ms. Matus		160,002		170,000
Mr. Scott		160,002
Mr. Stansfield		160,002
Mr. Stonehill		160,002		170,000

      Holdings
Common Stock    Restricted AXA
Ordinary Shares    AXA Ordinary
Shares    Restricted AB
Holding Units
Mr. de Oliveira
   105,000    45,000    19,520    170,000
Mr. Kaye
   105,000    45,000    19,520    170,000
Mr. Stonehill
   105,000    45,000    19,520


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							91

Board and Corporate Governance Practices

(2)	As of December 31, ~~2018,~~2022, the directors had outstanding awards as follows:

      Restricted AXA Ordinary Shares    AXA Ordinary
Share Options    Restricted AB
Holding Units
Mr. de Oliveira
   5,263    4,361 (all vested)    9,850
Mr. Kaye
   5,263       9,850
Mr. Stonehill
   2,858, of which 1,429 were deferred

~~(2)~~

~~For allnon-employee~~ directors, this column includes premiums paid by the company for $125,000 of group life insurance coverage. For Mr. Kaye, this column also includes amounts paid for his spouse to accompany him to a company event. For Mr. Stansfield, this column reflects payment for services performed as a Company employee.


		Restricted AB Holding Units (#)

Ms. Hondal


78				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

Ms. Isaacs-Lowe

Mr. Kaye

34,693

~~Board and Corporate Governance Practices~~Ms. Lamm-Tennant

6,216

Mr. MacKay

Ms. Matus

20,254

~~Cash Retainers and Meeting Fees~~Mr. Scott

~~All Holdingsnon-employee~~Mr. Stansfield

Mr. Stonehill

19,914

Cash Retainers and Meeting Fees

Holdings non-employee directors receive an annual cash retainer of $125,000, and the Independent Chair receives an additional cash retainer of $100,000. Committee Chairs receive the following additional cash retainers:

•

Audit Committee – ~~$30,000~~$35,000

•

Compensation Committee – $25,000

•

Nominating and Corporate Governance Committee – $20,000

•

Finance and Risk Committee – $20,000

As ABnon-employee directors ~~Messrs. Kaye and de Oliveira~~ receive an annual cash retainer of $90,000 and annual cash retainers relating to committee service as follows:

•

an annual ~~cash~~ retainer of ~~$85,000 and the following meeting fees:~~

~~$5,000~~$50,000 for ~~participating in any meeting~~acting as Independent Chair of the AB Board ~~in excess~~ of ~~the six regularly scheduled Board meetings each year; and~~Directors;

•

~~$2,000 for participating in any meeting~~an annual retainer of ~~a committee of the AB Board in excess of the number of regularly scheduled committee meetings each year.~~

~~Mr. Kaye also receives the following annual cash retainers from AB:~~

~~$25,000~~$37,500 for acting as Chair of the AB Audit Committee; ~~and~~

•

~~$6,000~~an annual retainer of $20,000 for acting as Chair of the AB Compensation Committee;

•

an annual retainer of $13,500 for acting as Chair of the AB Governance Committee;

•

an annual retainer of $12,500 for serving as a member of the AB Audit Committee;

•

an annual retainer of $9,000 for serving as a member of the AB Compensation ~~Committee.~~Committee;

•

~~Mr. de Oliveira also receives the following~~an annual ~~cash retainers from AB:~~

~~$6,000~~retainer of $3,000 for serving as a member of the AB ~~Executive~~Governance Committee; and

•

~~$6,000 for serving as a member of the AB Compensation Committee.~~

~~Equity Awards~~

~~Holdings’ Common Stock~~

~~Non-employee~~ ~~directors of Holdings receive~~ an annual equity-based grant under an equity ~~retainer consisting of shares of Holdings’ common stock with a value of $150,000 ($105,000 for 2018).~~

~~AXA Ordinary Shares~~

Messrs. Kaye, de Oliveira and Stonehill received AXA ordinary shares valued at $19,520 for their services from January 1, 2018 to May 9, 2018 as members of the AXA Financial, AXA Equitable Life and MLOA boards of directors.

~~AXA Ordinary Share Options~~

~~Prior to 2014, Messrs. Kaye and de Oliveira received AXA ordinary share options as members of the AXA Financial, AXA Equitable Life and MLOA boards of directors.~~

The value of the AXA ordinary share option grants was determined using the Black-Scholes methodology or other methodology used with respect to option awards contemporaneously made to employees. The options were subject to a four-year vesting schedule whereby~~one-third~~ ~~of each grant vested on the second, third and fourth anniversaries of the grant date.~~

~~Restricted AXA Ordinary Shares~~

In the first quarter of 2018, Messrs. de Oliveira, Kaye and Stonehill received restricted AXA ordinary shares valued at $45,000 as members of the AXA Financial, AXA Equitable Life and MLOA boards of directors. During the restricted period, the directors are entitled to exercise full voting rights on the restricted stock and receive all dividends and distributions. The restricted stock has a three-year cliff vesting schedule.


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							79

~~Board and Corporate Governance Practices~~

~~In the event a director dies or, after completing one year of service, is removed without cause, is not reelected, retires or resigns, his restricted stock will immediately becomenon-forfeitable;~~ ~~provided that if he performs an act of misconduct, all of his restricted stock then outstanding will be forfeited. Upon any other type of termination, all restricted stock is forfeited.~~

Directors may elect to defer receipt of at least ten percent of their restricted stock awards. Upon deferral, the director receives deferred stock units in the same number and with the same vesting restrictions, if any, as the underlying awards. The director is entitled to receive dividend equivalents on such deferred stock units, if applicable. The deferred stock units will be distributed in stock on an elected distribution date or upon the occurrence of certain events.

~~Upon a change in control of Holdings, unless the awards will be assumed or substituted following the change in control, the restricted stock will become immediatelynon-forfeitable.~~

~~Restricted AB Holdings Units~~

~~As AB directors, Messrs. Kaye and de Oliveira receive an annual equity retainer~~compensation plan consisting of restricted AB Holding Units with a grant date fair value of $170,000. ~~These awards vest ratably on~~

In addition to the above annual cash retainers, the AB Board also granted each AB non-employee director then serving 4,410 restricted AB Holding Units which was determined by dividing the $170,000 grant date fair value noted above by the closing price of an AB Holding Unit on the date of the May 2022 AB Board meeting, or $38.55 per unit. These awards will vest ratably over a three-year period beginning on the first anniversary of the grant date.

Notice of ~~the first four anniversaries~~Annual Meeting of ~~the grant date. The restricted AB Holding Units are not forfeitable, except if the director is terminated for cause.~~

~~Benefits~~

~~Charitable Award Program for Directors~~

~~Under the Charitable Award Program for Directors, Messrs. Kaye, de Oliveira~~Stockholders and Stonehill may designate up to five charitable organizations and/or education institutions to receive an aggregate donation of $500,000 after their deaths. Although the Company may purchase life insurance policies insuring the lives of the directors to financially support the program, it has not elected to do so.

~~Matching Gifts~~

~~Non-employee~~ directors of Holdings may participate in AXA Equitable Foundation’s Matching Gifts program. Under this program, the AXA Equitable Foundation matches donations made by participants to public charities of $50 or more, up to $2,000 per year.

~~Business Travel Accident~~2023 Proxy Statement

Board and Corporate Governance Practices

Equity Awards

Holdings’ Common Stock

Non-employee directors of Holdings receive an annual equity retainer consisting of shares of Holdings’ common stock with a value of $160,000. The Independent Chair receives an additional $100,000 equity retainer.

Restricted AXA Ordinary Shares

Certain non-employee directors previously received restricted AXA ordinary shares as members of the AXA Financial, Equitable Financial and Equitable America Boards of Directors prior to the IPO, which fully vested in February 2022.

Restricted AB Holdings Units

AB non-employee directors receive an annual equity retainer consisting of restricted AB Holding Units with a value of $170,000. These awards vest ratably on each of the first four anniversaries of the grant date. The restricted AB Holding Units are not forfeitable, except if the director is terminated for cause.

Benefits

Charitable Award Program for Directors

Under a prior charitable award program, the non-employee directors other than Mr. MacKay and Mses. Isaacs-Lowe, Lamm-Tennant and Hondal may designate up to five charitable organizations and/or education institutions to receive an aggregate donation of $500,000 after their deaths. Although the Company may purchase life insurance policies insuring the lives of the directors to financially support the program, it has not elected to do so.

Matching Gifts

Non-employee directors of Holdings may participate in the Equitable Foundation’s Matching Gifts program. Under this program, the Equitable Foundation matches donations made by participants to public charities of $50 or more, up to $2,000 per year.

Business Travel Accident

All Holdings directors are covered for accidental loss of life while traveling to, or returning from:

•

~~board~~Board or committee meetings;

•

trips taken at our request; and

•

trips for which the director is compensated.

~~Each director is covered up to four times his annual compensation, subject to certain maximums.~~

~~Director Education~~

All directors are encouraged to attend director education programs as they deem appropriate to stay abreast of developments in corporate governance and best practices relevant to their contribution to the board generally, as well as to their responsibilities in their specific committee assignments and other roles. We generally reimburse non-employee directors for the cost to attend director education programs offered by third parties, including related reasonable travel and lodging expenses, up to a maximum amount of $5,000 per director each calendar year.

~~Director Stock Ownership Guidelines~~

~~Ournon-employee~~ ~~directors are required to hold five times the value of their annual cash retainer in Shares and/or AB Holding Units. The directors are required to retain 100%~~

Each director is covered up to four times annual compensation, subject to certain maximums.

Director Education

All directors are encouraged to attend director education programs as they deem appropriate to stay abreast of developments in corporate governance and best practices relevant to their contribution to the Board generally, as well as to their responsibilities in their specific committee assignments and other roles. Holdings generally reimburses non-employee directors for the cost to attend director education programs offered by third parties, including related reasonable travel and lodging expenses, up to a maximum amount of $5,000 per director each calendar year.

Director Stock Ownership Guidelines

Our non-employee directors are required to hold five times the value of their annual cash retainer (excluding retainers related to committee service) in Shares and/or AB Holding Units. The directors are required to retain 50% of any ~~net~~ shares or units ~~(after the payment of taxes)~~ received as compensation until the ownership requirement is achieved.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							93

Board and Corporate Governance Practices


80				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Board and Corporate Governance Practices~~

Corporate Governance Guidelines

The Board has adopted the Corporate Governance Guidelines as a general framework to assist it in carrying out its responsibility for the business and affairs of the Company and in furtherance of its continuing effort to enhance its corporate governance. The Corporate Governance Guidelines are available without charge on the investor portion of our website at https://ir.equitableholdings.com. The Board, on the recommendation of the Nominating and Corporate Governance Committee, recently amended the Corporate Governance Guidelines to decrease the number of permitted total public company boards for non-executive Directors from five to four.

Codes of Conduct

We have a Code of Business Conduct and Ethics that applies to all of our officers, employees and directors, and a Financial Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, senior corporate officers with financial, accounting and reporting responsibilities, including the Chief Accounting Officer, and any other employee performing similar tasks or functions for the Company. The Code of Business Conduct and Ethics and the Financial Code of Ethics each address matters such as conflicts of interest, confidentiality, fair dealing and compliance with laws and regulations. The Code of Business Conduct and Ethics and the Financial Code of Ethics are available without charge on the investor relations portion of our website at https://ir.equitableholdings.com.

We will promptly disclose any substantive changes in or waiver of, together with reasons for any waiver of, either of these codes granted to our directors or officers, including our Chief Executive Officer, Chief Financial Officer, senior corporate officers with financial, accounting and reporting responsibilities, including the Chief Accounting Officer, and any other employee performing similar tasks or functions for the Company, by posting such information on our website at https://ir.equitableholdings.com.

Corporate Governance of AB

AB’s activities are managed and controlled by the General Partner. The board of directors of the General Partner acts as the board of directors of each of AB Holding and ABLP. Neither ABLP Unitholders nor AB Holding Unitholders have any rights to manage or control AB Holding or ABLP or to elect directors of the General Partner. The General Partner is an indirect, wholly-owned subsidiary of Holdings.

The General Partner does not receive any compensation from ABLP and AB Holding for services rendered to them as their general partner. The General Partner holds a 1% general partnership interest in ABLP and 100,000 units of general partnership interest in AB Holding. Each general partnership unit in AB Holding is entitled to receive distributions equal to those received by each AB Holding Unit.

The General Partner is entitled to reimbursement for any expenses it incurs in carrying out its activities as general partner of ABLP and AB Holding, including compensation paid by the General Partner to its directors and officers (to the extent such persons are not compensated directly by AB).

~~Codes~~
94 Notice of ~~Conduct~~
~~We have a Code~~Annual Meeting of ~~Business Conduct~~Stockholders and Ethics that applies to all of our officers, employees and directors, and a Financial Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer, senior corporate officers with financial, accounting and reporting responsibilities, including the Controller and Chief Accounting Officer, and any other employee performing similar tasks or functions for the Company. The Code of Business Conduct and Ethics and the Financial Code of Ethics each address matters such as conflicts of interest, confidentiality, fair dealing and compliance with laws and regulations. The Code of Business Conduct and Ethics and the Financial Code of Ethics are available without charge on the investor relations portion of our website at https://ir.axaequitableholdings.com.
We will promptly disclose any substantive changes in or waiver of, together with reasons for any waiver of, either of these codes granted to our directors or officers, including our Chief Executive Officer, Chief Financial Officer, senior corporate officers with financial, accounting and reporting responsibilities, including the Controller, and Chief Accounting Officer, and any other employee performing similar tasks or functions for the Company, by posting such information on our website at https://ir.axaequitableholdings.com.
~~Corporate Governance of AB~~
AB’s activities are managed and controlled by the General Partner. The board of directors of the General Partner acts as the board of directors of each of AB Holding and ABLP. Neither ABLP Unitholders nor AB Holding Unitholders have any rights to manage or control AB Holding or ABLP or to elect directors of the General Partner. The General Partner is an indirect, wholly-owned subsidiary of Holdings.
The General Partner does not receive any compensation from ABLP and AB Holding for services rendered to them as their general partner. The General Partner holds a 1% general partnership interest in ABLP and 100,000 units of general partnership interest in AB Holding. Each general partnership unit in AB Holding is entitled to receive distributions equal to those received by each AB Holding Unit.
The General Partner is entitled to reimbursement for any expenses it incurs in carrying out its activities as general partner of ABLP and AB Holding, including compensation paid by the General Partner to its directors and officers (to the extent such persons are not compensated directly by AB).2023 Proxy Statement

Certain Relationships and Related Person Transactions

~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 81

~~Certain Relationships and Related Person Transactions~~

~~CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS~~

~~Related Person Transaction Approval Policy~~

~~Holdings~~

Our Board has approved the AXA Equitable Holdings, Inc. Related Person Transaction Policy (the “Related Person Transaction Policy”) which sets forth procedures with respect to the review and approval of certain transactions between us and a “Related Person,” or a “Related Person Transaction.” Pursuant to the terms of the Related Person Transaction Policy, our Board, acting through our Audit Committee, must review and decide whether to approve or ratify any Related Person Transaction. Any potential Related Person Transaction is required to be reported to our legal department, which will then determine whether it should be submitted to our Audit Committee for consideration. The Audit Committee must then review and decide whether to approve any Related Person Transaction, provided that any Related Person Transactions with AXA or one of its affiliates must be submitted to a subcommittee of the Audit Committee consisting only of independent directors who are not executive officers or directors of AXA and who are not otherwise prohibited by the policy from participating in the review and approval of any such transaction.

For the purposes of the Related Person Transaction Policy, a “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we were, are or will be a participant and the amount involved exceeds $120,000, and in which any

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Related Person Transaction Approval Policy

Our Board has approved the Equitable Holdings, Inc. Related Person Transaction Policy (the “Related Person Transaction Policy”) which sets forth procedures with respect to the review and approval of related person transactions. Under the policy, any potential related person transaction is required to be reported to our legal department, which will then determine whether it should be submitted to our Audit Committee for consideration. The Audit Committee must then review and decide whether to approve the transaction.

A “Related Person,” as defined in the Related Person Transaction Policy, means:

•

any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director or executive officer of the Company or a nominee to become a director of the Company;

•

any person who is known to be the beneficial owner of more than 5% of our Shares;

•

any immediate family member of any of the foregoing persons; and

•

any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has a beneficial ownership interest of 10% or more.

The partnership agreements for each of AB Holding and ABLP expressly permit AXA and its affiliates to provide services to AB Holding and ABLP if the terms of the transaction are approved by the General Partner in good faith as being comparable to (or more favorable to each such partnership than) those that would prevail in a transaction with an unaffiliated party. This requirement is conclusively presumed to be satisfied as to any transaction or arrangement that (i) in the reasonable and good faith judgment of the General Partner, meets that unaffiliated party standard, or (ii) has been approved by a majority of those directors of the General Partner who are not also directors, officers or employees of an affiliate of the General Partner.

In practice, ABLP’s management pricing committees review investment advisory agreements with AXA affiliates, which is the manner in which the General Partner reaches a judgment regarding the appropriateness of the fees. Other transactions with AXA affiliates are submitted to ABLP’s audit committee for review and approval.

~~Relationships with AXA~~

AXA no longer holds a majority of our outstanding Shares and no longer controls our business. However, AXA has certain contractual rights pursuant to the agreements described below. AXA has announced its intention to sell all of its Shares over time, subject to any~~lock-up~~ ~~periods and market conditions. AXA is under no obligation to do so and retains the sole discretion to determine the timing of any future sales of Shares.~~

~~Shareholder Agreement~~

The Shareholder Agreement governs the relationship between AXA and us. The Shareholder Agreement addresses the composition of our Board and its committees, other corporate governance matters, AXA approval and consent rights with


82				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Certain Relationships and Related Person Transactions~~

Any transaction involving AB is not subject to the Related Person Transaction Policy so long as AB maintains separate policies or procedures for the review of related party transactions.

Generally, the partnership agreements for each of AB Holding and ABLP expressly permit its affiliates to provide services to AB Holding and ABLP if the terms of the transaction are approved by the General Partner in good faith as being comparable to (or more favorable to each such partnership than) those that would prevail in a transaction with an unaffiliated party. This requirement is conclusively presumed to be satisfied as to any transaction or arrangement that (i) in the reasonable and good faith judgment of the General Partner, meets that unaffiliated party standard, or (ii) has been approved by a majority of those directors of the General Partner who are not also directors, officers or employees of an affiliate of the General Partner.

In practice, ABLP’s management pricing committees review investment advisory agreements with affiliates, which is the manner in which the General Partner reaches a judgment regarding the appropriateness of the fees. Other transactions with affiliates are submitted to ABLP’s audit committee for review and approval.

Director Indemnification Agreements

In connection with the IPO, we entered into indemnification agreements with certain of our directors. The indemnification agreements provide the directors with contractual rights to indemnification and expense rights.

Our Executive Officers

Our executive leadership team members, headed by our Chief Executive Officer and President, Mark Pearson (whose biographical information appears with our other director nominees’ information), are as follows:

Seth Bernstein, Head of Investment Management and Research

Mr. Bernstein, age 61, has been the President and Chief Executive Officer of AllianceBernstein Corporation since 2017 and is Head of Investment Management and Research of the Company and a member of the Company’s Management

~~respect to specified business~~
Notice of Annual Meeting of Stockholders and ~~corporate actions and rights that AXA has with respect to business and financial information and financial accounting matters.~~
~~Board of Directors Designation Rights~~
The Shareholder Agreement entitles AXA, in connection with any election of directors by our stockholders, to have our Board include in the candidates it designates for election (the “Company Slate”) a specified number of directors designated by AXA (“AXA Directors”). The number of AXA Directors that AXA is entitled to include on the Company Slate is based on its beneficial ownership of our Shares, as follows:
until the date on which AXA ceased to beneficially own more than 50% of our outstanding Shares (which is referred to as the “Majority Holder Date”), AXA was entitled to designate a majority of the directors on the Board;
following the Majority Holder Date, and until and including the first date on which AXA ceases to beneficially own at least 35% of our outstanding Shares (which is referred to as the “First Threshold Date”), AXA is entitled to designate three AXA Directors;
following the First Threshold Date, and until and including the first date on which AXA ceases to beneficially own at least 10% of our outstanding Shares (which is referred to as the “Fourth Threshold Date”), AXA is entitled to designate two AXA Directors; and
~~following the Fourth Threshold Date, AXA has no further right to designate AXA Directors.~~
The Shareholder Agreement also provides that, until and including the date on which AXA ceases to beneficially own at least 30% of our outstanding Shares (which is referred to as the “Second Threshold Date”), our Board may not change the number of directors without the consent of AXA.
~~In addition, the Shareholder Agreement includes provisions relating to the membership and conduct of our Board committees, including providing that:~~
until the earlier of May 9, 2019 and the Second Threshold Date, our Audit Committee shall consist of three independent directors and one AXA Director, who need not be an independent director; and afterwards the AXA Director shall resign from the Audit Committee and, thereafter, such committee shall consist of three independent directors;
~~if the Second Threshold Date occurs after May 9, 2019, then until the Second Threshold Date, AXA has the right to designate one independent director to the Audit Committee;~~
after the Majority Holder Date and until the Second Threshold Date, AXA has the right to designate one independent director to each of the Compensation Committee and the Nominating and Corporate Governance Committee;
~~following the Majority Holder Date but prior to the First Threshold Date, one AXA Director will serve on the Executive Committee of the Board;~~
~~until the Second Threshold Date, AXA has the right to designate one of the three independent directors who constitute our Finance and Risk Committee; and~~
until the date on which AXA ceases to beneficially own at least 20% of our outstanding Shares (which is referred to as the “Third Threshold Date”), AXA is entitled to have one observer present at meetings of our Management Risk Committee and our Asset Liability Management Committee and to receive all materials, reports and other communications from such committees.
~~Consent Rights~~
The Shareholder Agreement provides that, until the Second Threshold Date, the prior written consent of AXA is required before we may take any of the following actions, whether directly or indirectly through a subsidiary:
any merger, consolidation or similar transaction (or any amendment to or termination of an agreement to enter into such a transaction) involving us or any of our subsidiaries, on the one hand, and any other person, on the other hand; other
2023 Proxy Statement 95
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 83
~~Certain Relationships and Related Person Transactions~~

Certain Relationships and Related Person Transactions

than (A) an acquisition of 100% of the capital stock of such other person or (B) disposition of 100% of the capital stock of one of our subsidiaries, in each case involving consideration not exceeding $250 million;
any acquisition or disposition of securities, assets or liabilities (including through reinsurance transactions) involving consideration or book value greater than $250 million, other than transactions involving assets invested in our consolidated general account and approved in accordance with our established policies and procedures to monitor invested assets;
~~any change in our authorized capital stock or the creation of any new class or series of our capital stock;~~
~~any issuance or acquisition of capital stock (including stockbuy-backs,~~ redemptions or other reductions of capital), or securities convertible into or exchangeable or exercisable for capital stock or equity-linked securities, except (i) issuances of equity awards to directors or employees pursuant to an equity compensation plan approved by the Board; (ii) issuances or acquisitions of capital stock of one of our subsidiaries (except for acquisitions of AB Units or AB Holding Units) to or by one of our wholly-owned subsidiaries; (iii) issuances or acquisitions of capital stock that our Board determines are necessary to maintain compliance with covenants contained in any debt instrument; and (iv) acquisitions of capital stock in connection with the funding of equity awards or to prevent stockholder dilution from the issuance of equity awards;
~~any issuance or acquisition of debt securities to or from a third party involving an aggregate principal amount exceeding $250 million;~~
~~any other incurrence of a debt obligation to or from a third party having a principal amount greater than $250 million, subject to specified exceptions;~~
~~entry into or termination of any joint venture or cooperation arrangements involving assets having a value exceeding $250 million;~~
listing or delisting of any securities on a securities exchange, other than the listing or delisting of debt securities on the NYSE or any other securities exchange located solely in the United States;
(A) the formation of, or delegation of authority to, any new committee, or subcommittee thereof, of the Board, (B) the delegation of authority to any existing committee or subcommittee thereof not set forth in the committee’s charter or authorized by the Board prior to the settlement of the IPO or (C) any amendments to the charter (or equivalent authorizing document) of any committee, including any action to increase or decrease size of any committee (whether by amendment or otherwise), except in each case as required by applicable law;
~~any amendment (or approval or recommendation of any amendment) to our Certificate of Incorporation or Bylaws;~~
~~any filing or petition under bankruptcy laws, admission of insolvency or similar actions by us or any of our subsidiaries, or our dissolution orwinding-up;~~
any commencement or settlement of material litigation or any regulatory proceedings if such litigation or regulatory proceeding is material to AXA or could reasonably be expected to have a material adverse effect on AXA’s reputation;
entry into any material written agreement or settlement with, or any material written commitment to, a regulatory agency, or any settlement of a material enforcement action if such agreement, settlement or commitment is material to AXA or could reasonably be expected to have a material adverse effect on AXA’s reputation;
~~the election, appointment, hiring, dismissal or removal (other than for cause) of our CEO or CFO;~~
~~the entry into, termination of or material amendment of any material contract with a third party, subject to specified exceptions;~~
~~any material change to the nature or scope of the Company’s business immediately prior to the settlement of the IPO; or~~
~~any material change in hedging strategy.~~
Committee. Mr. Bernstein is also a director of AllianceBernstein Corporation. From 2014 to 2017, Mr. Bernstein was Managing Director and Global Head of Managed Solutions and Strategy at JPMorgan Asset Management. In this role, he was responsible for the management of all discretionary assets within the Private Banking client segment. From 2012 to 2014, Mr. Bernstein was Managing Director and Global Head of Asset Management Solutions for JPMorgan Chase & Co. Among other roles, Mr. Bernstein was Managing Director and Global Head of Fixed Income & Currency from 2002 to 2012. Previously, Mr. Bernstein served as Chief Financial Officer at JPMorgan Chase’s investment management and private banking division. He is a member of the Board of Managers of Haverford College.
84 ~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Certain Relationships and Related Person Transactions~~

José Ramón González, Chief Legal Officer and Secretary

Mr. González, age 56, leads the Company’s Legal and Compliance functions and is responsible for ensuring outstanding corporate governance across the Company and its two principal franchises, Equitable Financial and AllianceBernstein. Mr. Gonzalez is also a member of the Management Committee. Prior to joining Equitable in March 2021, Mr. González held a number of senior leadership roles in the insurance industry, serving as Executive Vice President and General Counsel of CNA from 2019 to March 2021, Chief Legal Officer and Corporate Secretary of QBE North America from 2014 to 2019, and Group General Counsel and Corporate Secretary at Torus Insurance from 2011 to 2014. Mr. González also held numerous leadership roles over the course of 12 years within the legal function of AIG and began his career as a Corporate Associate with the law firm of Weil, Gotshal & Manges LLP.

Jeffrey J. Hurd, Chief Operating Officer

Mr. Hurd, age 56, has strategic oversight for the Company’s Human Resources, Information Technology, Operations, Communications, Corporate Real Estate and Security departments and is a member of the Company’s Management Committee. Mr. Hurd also has responsibility for the Company’s Innovation and Design Office, which is implementing the Company’s agile transformation. Prior to joining the Company in January 2018, Mr. Hurd held various senior leadership positions at American International Group, Inc. (“AIG”), where he most recently served as Executive Vice President and Chief Operating Officer. Mr. Hurd joined AIG in 1998 and served in various leadership positions there, including Chief Human Resources Officer, Chief Administrative Officer, Deputy General Counsel and Head of Asset Management Restructuring. Mr. Hurd also currently serves on the Board of Directors of AllianceBernstein Corporation.

Nick Lane, Head of Retirement, Wealth Management & Protection Solutions

Mr. Lane, age 50, oversees all aspects of the Company’s retirement and protection business, including Individual Retirement, Group Retirement and Protection Solutions, as well as distribution, and serves as a member of the Company’s Management Committee. Mr. Lane also serves as President of Equitable Financial. Mr. Lane has held various leadership roles with AXA and Equitable Financial since joining Equitable Financial (then a subsidiary of AXA) in 2005 as Senior Vice President of the Strategic Initiatives Group. He has served as President and CEO of AXA Japan, Senior Executive Director at Equitable Financial with responsibilities across commercial divisions, and Head of AXA Global Strategy overseeing AXA’s five-year strategic plan across 60 countries. Prior to joining Equitable Financial, Mr. Lane was a consultant for McKinsey & Company and a Captain in the United States Marine Corps. Mr. Lane also currently serves on the Board of Directors of AllianceBernstein Corporation.

Robin M. Raju, Chief Financial Officer

Mr. Raju, age 41, is responsible for all Treasury, Investment Management (General Account and Separate Accounts), Investor Relations, Corporate Development/M&A, Actuarial, Accounting/Controlling, Corporate Tax, Financial Planning & Analysis, Expense Management and Distribution Finance areas. He also serves as a member of the Company’s Management Committee. Prior to becoming Chief Financial Officer in April 2021, Mr. Raju was Head of Individual Retirement, driving the strategy for that business area, including distribution, product, inforce portfolio, M&A, capital, hedging and strategic relationships. Prior to that, he was Treasurer of Holdings and Business Chief Financial Officer for the Company’s Life, Retirement and Wealth Management businesses, where he played a key role in managing the capital and financials that underpin the company’s business segments. He also led Holdings’ preparation for its successful IPO in 2018. Since joining the Company in 2004, Mr. Raju has held positions in the Office of the CEO, Equitable Funds Management Group, and with Equitable Advisors, LLC. He also spent three years at AXA Global Life and Savings at AXA S.A. headquarters in Paris.

~~Information Rights, Disclosure~~
96 Notice of Annual Meeting of Stockholders and ~~Financial Accounting~~
Until the later of (1) the date when AXA is no longer required under IFRS (x) to account in its financial statements for its holdings in us under an equity method or (y) to consolidate our financial results with its financial results and (2) the Third Threshold Date, we are obligated to (A) provide AXA with (i) information and data relating to our business and financial results, (ii) access to our personnel, data and systems, (iii) information and data relating to AXA’s Solvency II obligations and (iv) information and data necessary for AXA to produce any requested actuarial indicators and (B) maintain all necessary controls and procedures.
The Shareholder Agreement provides that, until the date on which AXA is no longer required under IFRS to account in its financial statements for its holdings in us under an equity accounting method, AXA has certain access and cooperation rights with respect to the independent public registered accounting firm responsible for the audit of our financial statements and to our internal audit function.
The Shareholder Agreement also provides that, until the Third Threshold Date, we shall consult and coordinate with AXA with respect to public disclosures and filings, including in connection with our quarterly and annual financial results.
~~Rights with Respect to Policies and Conduct~~
During any period in which AXA is deemed to control us for U.S., European Commission or French regulatory purposes, and in any case at all times prior to the Third Threshold Date, we (i) may not adopt or implement any policies or procedures, and at AXA’s reasonable request, must refrain from taking any actions, that would cause AXA to violate any applicable laws to which AXA is subject; (ii) must, prior to implementing, amending or rescinding any policy related to risk, capital, investment, environmental and social responsibility or regulatory compliance, consult with AXA and, to the extent consistent with its fiduciary duties, our Board must take into account the interests of AXA with respect thereto; and (iii) must maintain and observe the policies of AXA to the extent necessary for AXA to comply with its legal or regulatory obligations.
~~Provisions Relating to Specific Regulatory Requirements~~
Pursuant to the Shareholder Agreement, during any period in which we are deemed to be under the control of AXA for regulatory purposes and at all times prior to the Third Threshold Date, we must, upon request from AXA, promptly provide any information, records or documents requested or demanded by any governmental or regulatory authority with jurisdiction over AXA or necessary for AXA in connection with any filing, report or response to such entities and must, upon reasonable notice, provide access to such entities to our offices, employees and management, where and as required under applicable law.
~~Provisions Relating to Indemnification and Liability Insurance~~
The Shareholder Agreement provides that, until at least the day after the last date on which any director, officer, employee or certain designees of AXA or any of its subsidiaries (an “AXA Individual”) is a director, officer or employee of Holdings, we must indemnify (including advancement of expenses) each such directors, officers and employees to the greatest extent permitted under Section 145 of the DGCL and other applicable laws. Such indemnification must continue as to any AXA Individual who becomes entitled to indemnification notwithstanding any subsequent change in our indemnification policies or, with respect to liabilities existing or arising from events that have occurred on or prior to such date, that such AXA Individual ceases to be a director, officer or employee. The Shareholder Agreement also requires that we renew annually our insurance coverage with respect to director and officer and other fiduciary liability and liabilities under U.S. federal and state securities laws covering directors, officers and employees, AXA Individuals and Holdings.
~~Provisions with respect to certain obligations of the Company guaranteed by AXA or its subsidiaries~~
The Shareholder Agreement also provides that (i) to the extent AXA or any of its subsidiaries shall at any time make any payments or be obligated to post collateral with respect to any Company obligations that are the subject of a guarantee by AXA or its subsidiaries, we shall immediately reimburse or transfer assets to AXA or such subsidiary for the full amount of such payments or collateral obligations and reimburse AXA or such subsidiary for all reasonable expenses incurred by AXA or the2023 Proxy Statement

Certain Relationships and Related Person Transactions

~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 85

~~Certain Relationships and Related Person Transactions~~

subsidiary in connection with making such payments or posting such collateral and (ii) we shall cooperate with AXA to ensure that appropriate steps are taken as may be necessary to implement such payment or collateral arrangements. In addition, the Shareholder Agreement also provides that we agree to use reasonable best efforts to novate or terminate such guarantees by AXA or its subsidiaries as promptly as practicable following the IPO.

~~Term~~

The Shareholder Agreement terminates on the date that is one year following the Fourth Threshold Date, except for certain provisions including those relating to confidentiality, dispute resolution, provisions with respect to guaranteed obligations and the obligation to indemnify and maintain insurance.

~~Transitional Services Agreement~~

On May 4, 2008, we entered into a transitional services agreement (the “Transitional Services Agreement”) with AXA that governs the continued provision of certain services between AXA and us. Prior to the IPO, Holdings was a wholly-owned subsidiary of AXA. Accordingly, we, AXA and AXA’s subsidiaries each provide certain services to the others, share certain services and rely on certain third-party service providers to provide services pursuant to shared services contracts. AXA and its subsidiaries rely on certain contracts to which we are party for the provision of services that are important to its business. Likewise, we rely on certain contracts to which AXA or its subsidiaries are party for the provision of certain services. As we transition toward operating as a standalone public company, the parties to the Transitional Services Agreement and their respective subsidiaries will generally cease to provide services to one another and we will (i) cease to rely on the contracts that we have historically shared with AXA and (ii) replace them with new contracts between us and third-party service providers to the extent necessary. The Transitional Services Agreement (i) governs our migration away from shared services with AXA and its subsidiaries during specified transition periods and (ii) provides for the continued provision or procurement of certain services among us, AXA and its subsidiaries and third-party service providers. Certain contracts and services between us and AXA are not covered by the Transitional Services Agreement and continue pursuant to the terms of such contracts.

~~The Transitional Services Agreement provides for the continuation of services pursuant to the following types of arrangements:~~

~~services AXA or its subsidiaries receive pursuant to a contract with a third-party service provider, which AXA or its subsidiaries then provide to us on a pass-through basis;~~

~~services we receive pursuant to a contract with a third-party service provider, which we then provide to AXA or its subsidiaries on a pass-through basis;~~

~~certain services we receive directly from AXA or its subsidiaries; and~~

~~certain services we provide directly to AXA or its subsidiaries.~~

~~The Transitional Services Agreement governs the continued provision of these types of arrangements relating to the following categories of services:~~

information technology services, including, without limitation, data processing, data transmission, various software applications and platforms including maintenance agreements, databases, services related to the management and operation of both a production data center and a disaster recovery center and other related pass-through services;

various services that support or relate to finance and risk management and actuarial functions, including, without limitation, consulting and other management and advisory services, risk management methodology and software, investment and asset liability management services such as risk modeling support and access to risk reports, frameworks, guidelines, tools and advice on investments, and other services related to tax matters;

human resources, such as third-party services (e.g., consulting arrangements) and services related to share plans, payroll and other administrative services, access to training programs and content and human resource analytical tools for planning purposes;


86				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Certain Relationships and Related Person Transactions~~

~~operations, including, without limitation, specialized internal audit and compliance resources;~~

marketing and public relations; for a description of the trademark license agreement that governs AXA’s licensing of its name and certain other AXA trademarks to us, see “-Trademark License Agreement”; and

various other miscellaneous services, including, without limitation, the maintenance and integration of various third-party services and access to certain corporate, environmental and social frameworks and initiatives.

The fees for each of the services to be provided under the Transitional Services Agreement were mutually agreed upon and vary on the basis of usage and other factors. Although we believe the Transitional Services Agreement contains commercially reasonable terms (including fees for the services provided) that could have been negotiated with an independent third party, the terms of the agreement may later prove to be more or less favorable than arrangements we could make to provide these services internally or to obtain them from unaffiliated service providers in the future.

The Transitional Services Agreement terminates on the last date on which either party thereto is obligated to provide or procure any service to or for the other party in accordance with the terms of the Transitional Services Agreement and the schedules thereto. The services provided under the Transitional Services Agreement terminate at various times specified in the agreement and the schedules thereto, but the party receiving services may also elect to terminate any service by giving at least 180 days prior written notice to the provider of the service. In the event of elective early termination of a particular service, the service recipient is only responsible for the portion of the service fee covering the portion of the service provided or procured through the date of termination. In addition, subject to consent rights or requirements under third-party agreements and except as otherwise specified therein, the Transitional Services Agreement provides that the parties may agree to extensions of each service term.

Subject to the certain exceptions and limitations set forth in the Transitional Services Agreement, Holdings and AXA agree to indemnify and hold harmless the other party from and against any and all losses relating to, arising out of or resulting from any breach of the Transitional Services Agreement to the extent caused by its or its subsidiaries infringement, misappropriation or violation of intellectual property rights of a third party in connection with the provision or receipt of services.

Except for certain exceptions, the aggregate liability of each party to the Transitional Services Agreement is limited (x) in respect of any service, to an amount equal to 12 times the amount of service fees paid for the first full calendar month in respect of such service and (y) in the aggregate, to an amount equal to the total service fees paid and payable to such party during the 12 months prior to the occurrence of the event giving rise to the liability, except with respect to breaches of the Transitional Services Agreement’s confidentiality and systems security provisions, which are subject to a higher limit. Any claim for losses arising out of or relating to the Transitional Services Agreement must be filed no later than three years after the claim has accrued.

~~Registration Rights Agreement~~

On May 4, 2018, we entered into a registration rights agreement (the “Registration Rights Agreement”) with AXA, pursuant to which AXA can require us to file one or more registration statements with the SEC covering the public resale of Shares beneficially owned by AXA. AXA may transfer all or any portion of its rights under the Registration Rights Agreement to a transferee of Shares constituting not less than 10% of our Shares. The rights of AXA and its permitted transferees under the Registration Rights Agreement will remain in effect with respect to Shares covered by such agreement until such securities (a) are sold in a private transaction in which the transferor’s rights under the Registration Rights Agreement are not assigned to the transferee, (b) are sold pursuant to an effective registration statement, (c) are sold pursuant to Rule 144 or (d) shall have ceased to be outstanding.

~~Demand Registration~~

AXA can request an unlimited number of registrations under the Securities Act of all or any portion of our Shares covered by the agreement, and we are obligated, subject to limited exceptions, to register such Shares as requested by AXA. Subject to

Security Ownership of Certain Beneficial Owners and Management


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							87

~~Certain Relationships and Related Person Transactions~~

certain exceptions, we may defer the filing of a registration statement after a demand request has been made if, at the time of such request, our Board determines that any pending or imminent event would require disclosure of material,~~non-public~~ information in the registration statement for such registration statement not to be materially misleading and would not otherwise be required to be publicly disclosed by us. We are not obligated to effect more than one demand registration in any~~90-day~~ ~~period.~~

~~Shelf Registration~~

~~At any time after the date that is one year following the date of the Registration Rights Agreement or, if sooner, once we become eligible to use FormS-3,~~ we are obligated, upon request by AXA to file a shelf registration statement to register all or any portion of our Shares covered by the Registration Rights Agreement, and we are obligated, subject to limited exceptions, to register such Shares as requested by AXA. AXA may, at any time and from time to time, request that we complete an unlimited number of shelf take downs.

~~Piggy-Back Registration~~

If at any time we intend to file on our behalf or on behalf of any of our other security holders a registration statement in connection with a public offering of any of our securities on a form and in a manner that would permit the registration for offer and sale of our Shares held by AXA, AXA has the right to include its Shares in that offering. AXA’s ability to participate in any such offering is subject to market~~“cut-back”~~ ~~exceptions.~~

~~Registration Procedures; Expenses~~

We are responsible for all registration expenses, including expenses incurred by us, in connection with the registration, offer and sale of securities under the Registration Rights Agreement by AXA, except for AXA’s legal fees and underwriting discounts, selling commissions and transfer taxes applicable to such sale.

The Registration Rights Agreement sets forth customary registration procedures, including an agreement by us to make our management available for road show presentations in connection with any underwritten offerings. We also agreed to indemnify AXA and its permitted transferees with respect to liabilities resulting from any material untrue statements or omissions in any registration statement used in any registration, other than untrue statements or omissions resulting from information furnished to us expressly for use in such registration statement by AXA or any permitted transferee.

~~Tax Sharing Agreement~~

We entered into a tax sharing agreement with AXA and AXA Investment Managers S.A., a société anonyme organized under the laws of France (“AXA IM SA”) on March 28, 2018 (the “Tax Sharing Agreement”). The Tax Sharing Agreement allocates rights, obligations and responsibilities between AXA, AXA IM SA and us for taxes (i) arising in connection with the Reorganization and (ii) for taxable periods predating or postdating the Reorganization, and for related administrative and procedural matters, including the preparation and filing of tax returns, tax refunds, tax contests and cooperation between the parties.

The Tax Sharing Agreement generally allocates responsibility for the taxes of AXA-IM Holding US and AXA America Corporate Solutions, Inc. (“AXA CS”) to the seller of the applicable entity for taxable periods predating the sale and to the buyer of such entity for taxable periods postdating the sale, except that any taxes arising in connection with the Reorganization as a result of an adjustment by a taxing authority will instead be borne 90% by the seller and 10% by the buyer (or, if that taxes are attributable to any action or inaction of the seller or the buyer, 100% by the responsible party). The right to tax refunds is generally allocated to the party that would be responsible for the underlying taxes.

The Tax Sharing Agreement allocates control of tax audits and proceedings between the parties, and requires the parties to cooperate with one another in relation to the preparation and filing of tax returns and in connection with tax audits and proceedings. All current tax sharing, indemnification and similar agreements between us and AXA or between us and AXA IM SA, whether written or unwritten, the primary purpose of which is the allocation of taxes, have been terminated, and the Tax Sharing Agreement generally governs our rights, obligations and responsibilities in relation to taxes~~vis-à-vis~~ ~~AXA and AXA IM SA.~~


88				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Certain Relationships and Related Person Transactions~~

~~Trademark License Agreement~~

On May 4, 2018, we terminated our existing sublicensing agreement with AXA under which we were licensed to use certain trademarks, including “AXA”, and AXA (the “Prior TM Agreement”) and we entered into a new trademark license agreement (the “Trademark License Agreement”). Under the Trademark License Agreement, AXA granted us, subject to certain limitations, a limited,~~non-exclusive,non-transferable,non-sublicenseable~~ license to use certain trademarks (the “Licensed Marks”), including the name “AXA” and domain names, for use in our retirement and protection business (as we had conducted such business prior to the effective date of the Trademark License Agreement) in the United States and Canada (the “Territory”). Under the Trademark License Agreement, we are obligated to pay AXA consideration for the grant of the license following the close of each financial year during the term of the Trademark License Agreement based on a formula that takes into account our revenue (excluding certain items) and a notoriety index for the Licensed Marks in the Territory. We are also required to pay such consideration during the Transition Period (as defined below). The Trademark License Agreement restricts our use of marks confusingly similar to the Licensed Marks.

AXA exercised its right to terminate the Trademark License Agreement on March 28, 2019. We are able to continue to use the Licensed Marks for a transition period (the “Transition Period”) of 18 months (which period is subject to an extension, capped at a total of 36 months (we can request an extension of such period), for any Licensed Mark for which we cannot obtain government approvals), but we are required to use reasonable best efforts to transition to other trademarks.

~~The Trademark License Agreement contains reciprocal indemnification obligations, which are uncapped, with respect to third-party claims arising out of the indemnifying party’s breach.~~

~~Transactions with AXA Affiliates~~

As a former wholly-owned subsidiary of AXA, historically, we have entered into various transactions with AXA and its subsidiaries in the normal course of business including, among others, service agreements, reinsurance transactions, and lending and other financing arrangements. The transactions described below are between us and affiliates of AXA that are not also subsidiaries of Holdings.


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							89

~~Certain Relationships and Related Person Transactions~~

~~Retirement and Protection~~

~~General Service Agreements~~

~~Services Received from Affiliates~~


~~Affiliate~~	~~Services~~	~~Amount Paid or Accrued for the Year Ended~~ ~~December 31, 2018~~
~~AXA US Holdings, Inc. (“AXA US Holdings”)~~	~~AXA US Holdings provides TSA services related to global contracts and infrastructure and provides use, maintenance and development support for certain applications and technology solutions.~~	~~$ 30.3~~

~~AXA Group Solutions Pvt. Ltd. (“AGS”)~~	~~AGS provides maintenance and development support for certain applications; global contracts, global international projects, security projects and certain strategic initiatives.~~	~~$ 17.6~~

~~GIE Informatique AXA (“GIE”)~~	GIE provides corporate services, including marketing and branding, finance and control, strategy, business support and development, audit and legal; services related to our life business and advice on our strategic initiatives.	~~$ 6.9~~

~~AXA Business Service Private Ltd. (“ABS”)~~	ABS provides certain policy administration services, including policy records updates, account maintenance, certain claim review and approval services and employee records updates and reporting services.	~~$ 14.9~~

~~AXA Investment Managers Inc. (“AXA IM”), AXA Real Estate Investment Managers (“AXA REIM”) and AXA Rosenberg Investment Management LLC (“AXA Rosenberg”)~~	~~AXA IM, AXA REIM and AXA Rosenberg providesub-advisory~~ ~~services to our retail mutual funds and advisory services to certain investments in our General Account.~~	~~$ 1.9~~

~~AXA Strategic Ventures Corporation (“ASV Corp”)~~	~~ASV Corp provides investment management services to AXA Strategic Ventures US, LLC~~	~~$ 1.8~~

~~Services Provided to Affiliates~~


~~Affiliate~~	~~Services~~	~~Amount Paid or Accrued for Year Ended~~ ~~December 31, 2018~~
~~AXA US Holdings~~	~~We provide TSA services related to contracts, workplace services and infrastructure hosting~~	~~$ 4.1~~
~~AXA IM, AXA Liabilities Managers, AXA REIM, AXA Rosenberg Group LLC, AXA Insurance Company and ASV Corp~~	~~We provide corporate services, including participation in employee benefit plans, finance and payroll services.~~	~~$ 0.1~~
~~GIE~~	~~We administer the AXA Intranet site and provide other corporate services~~	~~$ 1.3~~

~~Reinsurance Assumed~~

~~AXA Global Life retrocedes a quota share portion of certain life and health risks of various AXA affiliates to AXA Equitable Life and MLOA on aone-year~~ ~~term basis. Also, AXA Life Insurance Co. Ltd. (“AXA Life Japan”) cedes a portion of its variable deferred annuity business to AXA Equitable Life.~~

~~Premiums earned in 2018 were $8 million. Claims and expenses paid in 2018 were $3 million.~~

~~Reinsurance Ceded~~

AXA Equitable Life has entered into a stop loss reinsurance agreement with AXA Global Life to protect AXA Equitable Life with respect to a deterioration in its claim experience following the occurrence of an extreme mortality event.


90				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Certain Relationships and Related Person Transactions~~

AXA Equitable Life has accepted certain retrocession policies through reinsurance agreements with various reinsurers. AXA Equitable Life retrocedes to AXA Global Life the excess of its first retention layer.

Certain of our subsidiaries have entered into a Life Catastrophe Excess of Loss Reinsurance Agreement with a number of subscribing reinsurers, including AXA Global Life. AXA Global Life participates in 5% of the pool,~~pro-rata,~~ ~~across the upper and lower layers.~~

~~Premiums and expenses paid for the above agreements in 2018 were $4 million.~~

~~On September 12, 2018, AXA Group acquired XL Catlin. We had previously ceded part of our disability income business to XL Catlin and as of December 31, 2018, the reserves ceded were $93 million.~~

~~Loans to Affiliates~~

~~In September 2007, AXA issued a $700 million 5.7% Senior Unsecured Note to Holdings. In January 2018, AXApre-paid~~ ~~$50 million of the note. In April 2018, AXApre-paid~~ ~~the remainder of this note.~~

~~In December 2008, AXA received a $500 million 5.4% term loan from AXA Financial. In December 2014, AXA repaid $300 million on this term loan. In January 2018, AXApre-paid~~ ~~an additional $150 million of the loan. In April 2018, AXApre-paid~~ ~~the remainder of this loan.~~

~~In December 2013, Colisée Re received a $145 million 4.75% loan from Holdings. The loan was repaid on March 26, 2018.~~

~~In December 2015, AXA-IM Holding US received a $185 million three-month LIBOR plus 1.5% unsecured loan from AXA Financial. The loan was repaid on April 23, 2018.~~

~~Loans from Affiliates~~

In March 2010, AXA Financial issued subordinated notes to AXA Life Japan, in the amount of $770 million (“AXA Japan Subordinated Notes”). The AXA Japan Subordinated Notes had a maturity date of March 30, 2020 and a floating interest rate of LIBOR plus 1.2%, which resets semiannually on March 30 and September 30. The notes were repaid on April 20, 2018. The 2018 interest cost related to the AXA Japan Subordinated Notes was approximately $12 million.

~~In October 2012, AXA Financial issued a note denominated in Euros in the amount of~~€300 million or $391 million to AXA Belgium S.A. (“AXA Belgium”). This note had an interest rate of Europe Interbank Offered Rate (“EURIBOR”) plus 1.15% and a maturity date of October 23, 2017. Concurrently, AXA Financial entered into a swap with AXA, covering the exchange rate on both the interest and principal payments related to this note. The interest rate on the swap was~~6-month~~ ~~LIBOR plus 1.48%. In October 2017, the note was extended to March 30, 2018. The extended note had a floating interest rate ofone-month~~ EURIBOR plus 0.06%. Concurrently, AXA Financial entered into a swap with AXA covering the exchange rate on both the interest and principal payments related to the extended note until March 30, 2018. Both the loan and the swap were repaid on March 29, 2018. The 2018 interest cost related to this loan was approximately $2 million.

In December 2014, AXA Financial issued a $2,727 million, three-month LIBOR plus 1.06% margin term loan to AXA. The loan had a maturity date of December 18, 2024. In June 2015, AXA Financial repaid $520 million and during 2016 repaid an additional $1,200 million of this loan. The outstanding balance on this loan at December 31, 2017 was $1,007 million. The interest cost related to this loan totaled approximately $10 million in 2018. On April 20, 2018, the remainder of this loan was repaid.

In 2015, Holdings received a $366 million, three-month LIBOR plus 1.44% loan from AXA. The loan had a maturity date of October 8, 2022. This loan was repaid on April 20, 2018. The 2018 interest cost related to this loan was approximately $6 million.


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							91

~~Certain Relationships and Related Person Transactions~~

In 2013, Holdings received $242 million and $145 million 4.75% loans from Coliseum Reinsurance Company. The loans had maturity dates in December 2028. The loans were repaid on April 20, 2018. The 2018 interest cost related to these loans was approximately $6 million.

In 2017, Holdings received a $100 million loan and a $10 million loan from AXA CS. The loans had interest rates of 1.86% and 1.76%, respectively, and were repaid on their maturity of February 5, 2018. The 2018 interest cost related to these loans was approximately $2 million.

~~In December 2017, Holdings received a $622 million,3-month~~ ~~LIBOR plus 0.439% margin term loan from AXA. The loan had a maturity date of June 8, 2018. The loan was repaid on March 22, 2018.~~

~~Guarantees~~

We paid fees to AXA for its guarantee of our borrowing under certain third-party credit facilities, commercial paper and from AXA Belgium. The 2018 fees associated with these guarantees were $1.3 million.

~~Other Transactions~~

In 2016, AXA Equitable Life and Saum Sing LLC (“Saum Sing”), formed Broad Vista Partners LLC (“Broad Vista”), of which AXA Equitable Life owns 70% and Saum Sing owns 30%. On June 30, 2016, Broad Vista entered into a real estate joint venture with a third party and AXA Equitable Life invested approximately $25 million.

In 2016, AXA Financial invested in ASV Capital B FPCI, a French Professional Private Equity Fund managed by AXA Strategic Ventures SAS. As of December 31, 2018, the fair value of our investment in the fund was $23 million.

~~AXA RE Arizona had a $1.5 billion revolving credit facility with AXA prior to the IPO. The 2018 fees associated with this facility were $2 million.~~

Pursuant to the Prior TM Agreement, we could use the “AXA” trademarks as an umbrella brand, as part of the name of our companies or investment funds managed by us and other specified purposes. The 2018 fees associated with this agreement were $3 million.

~~In September 2017, AXA Equitable FMG made a~~€30 million capital commitment to ASV Diversified, a French Special Limited Partnership investing in venture funds specialized in both early stage and growth startups with new technologies and business models relevant to AXA’s business. This fund is managed by AXA Venture Partners SAS. As of December 31, 2018,€~~0.8 million in capital had been called.~~

On May 7, 2018, Holdings made a capital contribution of approximately $3 million to AXA Venture Partners SAS in exchange for approximately 30.3% of the shares of AXA Venture Partners SAS and certain rights and protections as a stockholder of the company, including the right to appoint two members of the management committee as well as consent rights over significant transactions.

~~Share Repurchases from AXA~~

On November 20, 2018, Holdings repurchased approximately 30 million Shares from AXA at a total cost of approximately $592 million under an $800 million share repurchase authorization and pursuant to a share repurchase agreement. The repurchased Shares were recorded as treasury stock in the consolidated balance sheets. See Note 20 of the Notes to Consolidated Financial Statements for further information.

On March 25, 2019, Holdings repurchased approximately 30 million Shares from AXA at a total cost of approximately $600 million under an $800 million share repurchase authorization and pursuant to a share repurchase agreement. The repurchased Shares were recorded as treasury stock in the consolidated balance sheets.


92				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~

~~Certain Relationships and Related Person Transactions~~

~~Investment Management and Research~~

We pay fees for certain services, including data processing, support for certain investment operations functions, maintenance and development support for applications, portfolio-related services and cooperative technology development and procurement services for our IM&R business to the following related parties, each of whom is an affiliate of AXA:

Name of Related Party

Amount Paid or Accrued for the
Year Ended December 31, 2018

AXA Business Service Private Ltd.
   $ 6.8
AXA Technology Services India Pvt. Ltd.
   $ 2.2
AXA XL Insurance
   $ 2.0
AXA Group Solutions Pvt. Ltd. (“AXA Solutions”)
   $ 1.0
GIE
   $ 0.4
~~We provide investment management, distribution and stockholder servicing related services to the following related parties, each of whom is an affiliate of AXA:~~

Name of Related Party

Amount Received or Accrued for the
Year Ended 2018

AXA Life Japan
   $ 15.1
AXA France IARD S.A.
   $ 10.5
AXA Switzerland Life
   $ 8.9
AXA Insurance UK PLC Pensions Scheme
   $ 0.6
AXA Germany
   $ 5.6
AXA Belgium
   $ 3.1
AXA Hong Kong Life
   $ 2.4
AXA Mediterranean Holding S.A.U.
   $ 0.8
AXA Switzerland Property & Casualty
   $ 0.5
AXA Investment Managers, Ltd. Paris
   $ 0.1
AXA Investment Managers Ltd.
   $ 0.1
AXA Winterthur
   $ 1.1
AXA MPS
   $ 0.2
AXA General Insurance Hong Kong Ltd.
   $ 0.3
AXA Insurance Company
   $ 0.2
AXA Life Singapore
   $ 0.1
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 93

~~Certain Relationships and Related Person Transactions~~

~~In addition, we make commission and distribution payments to AXA affiliates who distribute our sponsored mutual funds. These payments totaled $17.6 million in 2018.~~

~~Reorganization Transactions~~

~~Prior to the IPO, we engaged in a number of reorganization transactions with AXA affiliates.~~

~~Disposition of AXA CS~~

Holdings formerly held 78.99% of the shares of AXA CS. In March 2018, Holdings sold its AXA CS shares to AXA for $630 million. In anticipation of this sale, in the fourth quarter of 2017, AXA made a short-term loan of $622 million to Holdings with interest calculated at three-month LIBOR plus 0.439% margin. Holdings’ repayment obligation to AXA in respect of this loan was set off against the purchase price for the AXA CS shares, and AXA paid Holdings the $8 million balance in cash.

~~Disposition of Real Estate Joint Ventures~~

~~In March 2018, AXA Equitable Life sold its interest in two consolidated real estate joint ventures to AXA France for a total purchase price of approximately $143 million.~~

~~Acquisition of Noncontrolling Interest of AXA Financial~~

~~In March 2018, AXA contributed the 0.5% noncontrolling interest in AXA Financial to Holdings, resulting in AXA Financial becoming a wholly-owned subsidiary of Holdings.~~

~~Acquisition of Additional AB Units~~

On April 23, 2018, Holdings purchased: (i) 100% of the shares of AXA-IM Holding U.S. Inc., which owns 41,934,582 AB Units, for a purchase price of $1,113 million and (ii) 8,160,000 AB Units held by Coliseum Re for $217 million.

~~Director Indemnification Agreements~~

In connection with the IPO, we entered into indemnification agreements with our directors. The indemnification agreements provide the directors with contractual rights to indemnification and expense rights.

~~Security Ownership of Certain Beneficial Owners and Management~~

~~Unless otherwise set forth in the footnotes to the table, the following table sets forth information as of March 1, 2019~~

Unless otherwise set forth in the footnotes to the table, the following table sets forth information as of March 1, 2023, with respect to the ownership of our common stock by:

•

each person known to own beneficially more than five percent of our common stock;

•

each of our current directors;

•

each of our current named executive officers; and

•

all of our current executive officers and directors as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Percentage computations are based on 359,058,818 shares of our shares outstanding as of March 30, 2023.

Unless otherwise set forth in the footnotes to the table, the address for each listed stockholder is c/o 1290 Avenue of the Americas, New York, New York 10104.

Holdings Common Stock

Name of Beneficial Owner

Number of Shares
Beneficially Owned

Percent of
Class
José Ramón González⁽¹⁾


129,701


*
Francis A. Hondal


10,615


*
Arlene Isaacs-Lowe


5,341


*
Daniel G. Kaye


52,129


*
Joan Lamm-Tennant


25,056


*
Craig MacKay


5,127


*
Kristi A. Matus⁽²⁾


19,297


*
Mark Pearson⁽³⁾


2,005,637


*
Robin M. Raju⁽⁴⁾


202,231


*
Bertram L. Scott


21,429


*
George Stansfield


24,655


*
Charles G. T. Stonehill


28,285


*
Seth Bernstein⁽⁵⁾


270,544


*
Jeffrey J. Hurd⁽⁶⁾


463,575


*
Nick Lane⁽⁷⁾


408,065


*

All current directors and executive officers as a
group (15 persons)⁽⁸⁾



3,671,687



1.02

%

*
Number of shares ~~beneficially owned are reported on the basis of regulations~~listed represents less than one percent of the ~~SEC governing~~outstanding Holdings common stock.
(1)
Includes 56,581 shares of unvested EQH Performance Shares.
(2)
Ms. Matus is not standing for re-election at the ~~determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or~~Annual Meeting, and accordingly her term will expire at the Annual Meeting.
(3)
Includes (i) 806,400 shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right toMr. Pearson can acquire ~~beneficial ownership~~ within 60 ~~days. Securities that can be so acquired are deemed to be outstanding for purposes~~days under option plans and (ii) 500,787 shares of ~~computing such person’s ownership percentage, but not for purposes~~unvested EQH Performance Shares.
Notice of ~~computing any other person’s~~
Annual Meeting of Stockholders and 2023 Proxy Statement 97
94          ~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~
~~Certain Relationships and Related Person Transactions~~

Certain Relationships and Related Person Transactions

(4)
~~percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities,~~Includes (i) 25,888 shares Mr. Raju can acquire within 60 days under option plans and ~~a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.~~
~~Percentage computations are based on approximately 491,051,204~~(ii) 82,603 shares of ~~our Shares outstanding as~~unvested EQH Performance Shares.
(5)
Includes (i) 122,655 shares Mr. Bernstein can acquire within 60 days under option plans and (ii) 46,559 shares of ~~March 25, 2019.~~unvested EQH Performance Shares.
(6)
~~Unless otherwise set forth in the footnotes to the table, the address for each listed stockholder is c/o 1290 Avenue~~Includes (i) 209,833 shares Mr. Hurd can acquire within 60 days under option plans and (ii) 109,774 shares of ~~the Americas, New York, New York 10104.~~unvested EQH Performance Shares.

Name and Address of Beneficial Owner
   Number of Shares of
Our Common Stock Beneficially Owned    Percentage of Our
Common Stock Outstanding
AXA⁽¹⁾
   237,162,500    48.3 %
Thomas Buberl
   —    —
Gérald Harlin
   —    —
Daniel G. Kaye
   10,844    *
Kristi A. Matus
   4,844    *
Ramon de Oliveira
   8,844    *
Mark Pearson⁽²⁾
   337,050    *
Bertram L. Scott
   4,844    *
George Stansfield
   —    —
Charles G. T. Stonehill
   5,844    *
Seth Bernstein⁽³⁾
   34,402    *
Dave Hattem⁽⁴⁾
   77,916    *
Jeffrey Hurd⁽⁵⁾
   130,879    *
Nick Lane⁽⁶⁾
   49,496    —
Anders Malmström⁽⁷⁾
   122,234    *
All current directors and executive officers as a group (14 persons)⁽⁸⁾
   787,197    *
(7)
Includes (i) 114,417 shares Mr. Lane can acquire within 60 days under option plans and (ii) 123,954 shares of unvested EQH Performance Shares.
~~(1)~~
Reflects beneficial ownership as of March 25, 2019 giving effect to the secondary offering and share repurchase completed on March 25, 2019. Does not give effect to the up to 43,125,000 Shares that AXA would deliver upon exchange of the mandatorily exchangeable securities that AXA issued concurrently with the IPO. AXA continues to have the right to vote those shares until delivery. AXA’s principal place of business is~~21-25~~ ~~avenue Matignon, 75008 Paris, France.~~
(8)
~~(2)~~
~~Includes (i) 69,596 shares Mr. Pearson can acquire within 60 days under option plans and (ii) 230,265 unvested EQH performance shares.~~
~~(3)~~
~~Includes 26,052 unvested EQH performance shares.~~
~~(4)~~
~~Includes (i) 18,077 shares Mr. Hattem can acquire within 60 days under option plans and (ii) 48,646 unvested EQH performance shares.~~
~~(5)~~
~~Includes (i) 32,538 shares Mr. Hurd can acquire within 60 days under option plans and (ii) 66,109 unvested EQH performance shares.~~
~~(6)~~
~~Includes 49,496 unvested EQH performance shares.~~
~~(7)~~
~~Includes (i) 27,115 shares Mr. Malmström can acquire within 60 days under option plans and (ii) 80,783 unvested EQH performance shares.~~
~~(8)~~
~~Includes (i) 147,326~~Includes (i) 1,279,193 shares the ~~directors and executive officers as a group can acquire within 60 days under option plans and (ii) 501,350 unvested EQH performance shares.~~
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 95
~~Certain Relationships and Related Person Transactions~~
~~The following table sets forth information as of March 1, 2019 regarding the ownership of AB Holding Units and AB Units by each of our directors and executive officers and by all of our~~ directors and executive officers as a ~~group.~~group can acquire within 60 days under option plans and (ii) 920,258 shares of unvested EQH Performance Shares.
Following are the only persons known to us to be the beneficial owners of more than five percent of any class of our voting securities based on information provided in publicly available Schedule 13G filings.

~~AB Holding Units and AB Units~~
Name and Address of Beneficial Owner

Number of Shares
Beneficially Owned

Percent of
Class
The Vanguard Group⁽¹⁾
100 Vanguard Blvd.
Malvern, PA 19355
   37,781,024    10.21 %
T. Rowe Price Associates, Inc.⁽²⁾
100 East Pratt Street
Baltimore, MD 21202
   32,669,066    8.8 %
BlackRock Inc.⁽³⁾
55 East 52nd Street
New York, NY 10055
   32,220,514    8.7 %
Pzena Investment Management, LLC.⁽⁴⁾
320 Park Avenue, 8th Fl
New York, NY 10022
   22,605,769    6.1 %
Norges Bank⁽⁵⁾
Bankplassen 2
PO Box 1179 Sentrum
   19,287,784    5.21 %
Wellington Management Group LLP
Wellington Group Holdings LLP
Wellington Investment Advisors Holdings LLP
c/o Wellington Management Company LLP (collectively “Wellington”)⁽⁶⁾
280 Congress Street
Boston, MA 02210
   19,011,235    5.14 %
(1) ~~AllianceBernstein Holding L.P.~~ ~~AllianceBernstein L.P.~~
~~Name of Beneficial Owner~~
~~Number of~~
~~Units Owned~~⁽¹⁾ ~~Percent of~~
~~Class (%)~~ ~~Number of~~
~~Units Owned~~⁽¹⁾ ~~Percent of~~
~~Class (%)~~
~~Thomas Buberl~~
— — — —
~~Gérald Harlin~~
— — — —
~~Daniel G. Kaye~~
~~13,379~~ * — —
~~Kristi A. Matus~~
— — — —
~~Ramon de Oliveira~~
~~13,379~~ * — —
~~Mark Pearson~~
— — — —
~~Bertram L. Scott~~
— — — —
~~George Stansfield~~
— — — —
~~Charles G. T. Stonehill~~
— — — —
~~Seth Bernstein~~⁽²⁾
~~314,574~~ * — —
~~Dave Hattem~~
— — — —
~~Jeffrey Hurd~~
— — — —
~~Nick Lane~~
— — — —
~~Anders Malmström~~
— — — —
~~All current directors and executive officers as a group (14 persons)~~
~~341,332~~ * — —
*
~~Number of AB Holding Units listed represents less than 1% of the units outstanding.~~
~~(1)~~
~~Excludes units beneficially owned by AXA and its subsidiaries.~~
~~(2)~~
~~Reflects 314,574 restricted AB Holding Units awarded to Mr. Bernstein pursuant to the CEO Employment Agreement that have not yet vested.~~
~~Section 16(a) Beneficial Ownership Reporting Compliance~~
~~Section 16(a) of the Exchange Act requires our directors, certain officers, and beneficial owners of more than 10% of our Shares to file~~Based on a Schedule 13G/A filed with the SEC ~~initial reports~~on or about February 9, 2023, by The Vanguard Group, reporting beneficial ownership as of December 30, 2022, with no sole voting power with respect to any of the Shares, shared voting power with respect to 307,017 of the Shares, sole dispositive power with respect to 36,896,948 of the Shares and shared dispositive power with respect to 884,076 of the Shares.
(2)
Based on a Schedule 13G/A filed with the SEC on or about February 14, 2023, by T. Rowe Price Associates, Inc., reporting beneficial ownership as of December 31, 2022, with sole voting power with respect to 18,606,690 of the Shares, sole dispositive power with respect to 32,669,066 of the Shares and ~~reports~~no shared voting power and no shared dispositive power with respect to any of ~~changes in~~the Shares.
(3)
Based on a Schedule 13G/A filed with the SEC on January 27, 2023, by BlackRock Inc., reporting beneficial ownership as of December 31, 2022, with sole voting power with respect to 28,964,179 of the Shares, sole dispositive power with respect to 32,220,514 of the Shares and no shared voting power and no shared dispositive power with respect to any of the Shares.
(4)
Based on a Schedule 13G/A filed with the SEC on January 25, 2023, by Pzena Investment Management, LLC reporting beneficial ownership as of December 31, 2022, with sole voting power with respect to 20,131,581 of the Shares, sole dispositive power with respect to 22,605,769 of the Shares and no shared voting power and no shared dispositive power with respect to any of the Shares.
(5)
Based on a Schedule 13G/A filed with the SEC on or about February 14, 2023, by Norges Bank, reporting beneficial ownership as of December 31, 2022, with no sole voting power with respect to any of the Shares, shared voting power with respect to 16,893,074 of the Shares, and shared dispositive power with respect to 19,011,235 of Shares ~~and other equity securities~~held.
(6)
Based on a Schedule 13G/A filed with the SEC on or about February 6, 2023, by Wellington., reporting beneficial ownership as of December 30, 2022, with sole voting power with respect to 18,606,690 of the ~~Company. Based solely upon a review~~Shares, sole dispositive power with respect to 32,669,066 of the ~~filings furnished~~Shares and no shared voting power and no shared dispositive power with respect to ~~us during 2018, we believe that all filings required to be made by reporting persons were timely made in accordance with the requirements~~any of the ~~Exchange Act.~~Shares.
98 Notice of Annual Meeting of Stockholders and 2023 Proxy Statement
Certain Relationships and Related Person Transactions

96
The following table sets forth information as of March 1, 2023, regarding the ownership of AB Holding Units and AB Units by each of our current directors and current executive officers and by all of our current directors and executive officers as a group.
AB Holding Units and AB Units
   AllianceBernstein Holding L.P. AllianceBernstein L.P.
Name of Beneficial Owner
Number of
Units Owned⁽¹⁾ Percent of
Class Number of
Units Owned⁽¹⁾ Percent of
Class
José Ramón González
—
*
—
—
Francis Hondal
—
—
—
—
Arlene Isaacs-Lowe
—
Daniel G. Kaye
34,693
*
—
—
Joan Lamm-Tennant
6,216
—
—
—
Craig MacKay
—
Kristi A. Matus
20,254
*
—
—
Mark Pearson
—
—
—
—
Robin M. Raju
—
—
—
—
Bertram L. Scott
4,142
*
—
—
George Stansfield
—
—
—
—
Charles G. T. Stonehill
19,914
*
—
—
Seth Bernstein⁽²⁾
582,190
*
—
—
Jeffrey J. Hurd
—
—
—
—
Nick Lane
—
—
—
—
All current directors and executive officers as a group (15 persons)
667,409
*
—
—
*
Number of AB Holding Units listed represents less than 1% of the units outstanding.
(1)
Excludes units beneficially owned by Holdings and its subsidiaries.
(2)
Includes 357,520 AB Holdings Units that have not yet vested or with respect to which Mr. Bernstein has deferred delivery
Notice of ~~Annual Meeting of Stockholders and 2019 Proxy Statement~~
~~The~~ Annual Meeting ~~Voting~~of Stockholders and ~~Other Information~~
~~THE ANNUAL MEETING, VOTING AND OTHER INFORMATION~~
~~Overview~~
Our Board is soliciting proxies in connection with our Annual Meeting. Under the rules of the SEC, when the Board asks you for your proxy, it must provide you with a proxy statement and certain other materials (including an annual report to stockholders), containing certain required information. These materials were first made available, sent or given to stockholders on April 9, 2019.2023 Proxy Statement
99
The Annual Meeting, Voting and Other Information
THE ANNUAL MEETING, VOTING AND OTHER INFORMATION
Overview
Our Board is soliciting proxies in connection with our Annual Meeting. Under the rules of the SEC, when the Board asks you for your proxy, it must provide you with a proxy statement and certain other materials (including an annual report to stockholders), containing certain required information. These materials were first made available, sent or given to stockholders on or about April 12, 2023.
The “Proxy Materials” include:

•
this Proxy Statement;

•
a notice of our ~~2019~~2023 Annual Meeting of Stockholders (which is attached to this Proxy Statement); and

•
our Annual Report to Stockholders for ~~2018.~~2022.
If you received printed versions of these materials by mail (rather than through electronic delivery), these materials also include a proxy card or voting instruction form. If you received or accessed these materials via the Internet, your proxy card or voting instruction form are available to be filled out and executed electronically.
~~Attending the Annual Meeting~~
~~Date and Time~~
~~Wednesday, May 22, 2019 at 9:00 a.m., Eastern Daylight Time~~
~~Location~~
~~The Michelangelo Hotel, 152 West 51~~^st ~~Street, New York, New York, 10019~~
~~Who May Attend~~
~~Only holders of Shares as of the Record Date, or their authorized representatives or proxies, may attend the Annual Meeting.~~
If you received printed versions of these materials by mail (rather than through electronic delivery), these materials also include a proxy card or voting instruction form. If you received or accessed these materials via the Internet, your proxy card or voting instruction form are available to be filled out and executed electronically.
Attending the Annual Meeting
Date and Time
Thursday, May 24, 2023, at 8:00 a.m., Eastern Daylight Time
Location
Via the Internet at www.virtualshareholdermeeting.com/EQH2023
Who May Attend?
Only holders of Shares as of the Record Date, March 30, 2023, or their authorized representatives or proxies, may attend the Annual Meeting.
Admission
In order to access the Annual Meeting, you will be asked to provide your 16-digit control number. Instructions on how to attend and participate via the Internet will be posted at www.virtualshareholdermeeting.com/EQH2023. Information contained on this website is not incorporated by reference into this Proxy Statement or any other report we file with the SEC.
You will be able to vote electronically and submit questions during the meeting at www.virtualshareholdermeeting.com/EQH2023.
Questions
You may submit a question during the meeting via the virtual stockholder meeting website, www.virtualshareholdermeeting.com/EQH2023 (the “VSM Website”). During the meeting, a designated text box will be available on the VSM Website for you to submit your question. The CEO, another director, or an appropriate officer of the Company will endeavor to respond to all questions pertinent to matters properly before the meeting and that otherwise comply with the meeting’s Rules of Procedure. The Company will post the Rules of Procedure prior to the meeting on its investor relations website, https://ir.equitableholdings.com; the Rules of Procedure will also be available on the VSM Website during the meeting. The Rules of Procedure will generally require that questions be relevant to the meeting, pertinent to matters properly before the meeting, and briefly stated; likewise, questions or remarks using
100 Notice of Annual Meeting ~~room will be on a first-come, first-served basis.~~
~~The Michelangelo Hotel is accessible to disabled persons.~~
~~Admission Requirements~~
~~For admission to the Annual Meeting, you must present a valid government-issued picture identification, such as a driver’s license or passport.~~
~~Authorized representatives~~ of ~~stockholders must also present a valid legal proxy from the Record Date stockholder.~~
~~Prohibited Items~~
~~The use of cameras (including cellular phones or tablets with photographic and/or video recording capabilities), recording devices~~Stockholders and ~~other electronic devices, cellular phones or tablets is strictly prohibited.~~
~~Knives, firearms or any items that are dangerous or could be used as a weapon are also prohibited.~~
~~Admission~~
Representatives of the Company will be at the entrance to the Annual Meeting and these representatives will have the authority to determine whether you have met the admission requirements and will be granted admission to the Annual Meeting.2023 Proxy Statement
The Annual Meeting, Voting and Other Information

~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 97

~~The Annual Meeting, Voting and Other Information~~

~~Directors’ Attendance at the Annual Meeting~~

~~Directors are expected to attend all annual meetings of stockholders.~~

~~Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting~~

There were 491,051,204 Shares outstanding as of the close of business on the Record Date of March 25, 2019. All holders of record of Shares outstanding at the close of business on the Record Date are entitled to vote at the Annual Meeting. Each Share outstanding as of the Record Date is entitled to one vote on each matter to be voted upon at the Annual Meeting.

~~Your Vote is Important~~

offensive or abusive language will be deemed out of order. Questions on similar topics may be combined and answered together. All stockholder questions submitted during the meeting, except questions that violate the Rules of Procedure, will be posted on the Company’s investor relations site, https://ir.equitableholdings.com, following the meeting, together with the Company’s responses.

Technical Difficulties and Support

If we experience technical difficulties during the meeting (e.g., a temporary or prolonged power outage), our Chair will determine whether the meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any situation, we will promptly notify stockholders of the decision via www.virtualshareholdermeeting.com/EQH2023.

If you encounter technical difficulties accessing our meeting or asking questions during the meeting, technical support information will be available on the login page of www.virtualshareholdermeeting.com/EQH2023.

Directors’ Attendance at the Annual Meeting

Directors are expected to attend all annual meetings of stockholders, and all of our directors then serving on the Board attended our 2022 annual meeting.

Shares Outstanding and Holders of Record Entitled to Vote at the Annual Meeting

There were 359,058,818 shares outstanding as of the close of business on the Record Date of March 30, 2023. All holders of record of shares outstanding at the close of business on the Record Date are entitled to vote at the Annual Meeting. Each Share outstanding as of the Record Date is entitled to one vote on each matter to be voted upon at the Annual Meeting.

Your Vote is Important

The Board requests that you submit a proxy to vote your Shares as soon as possible. Your voting instructions are confidential and will not be disclosed to persons other than those recording the vote, except if you make a written comment on the proxy card, otherwise communicate your vote to management or authorize such disclosure. You will also be able to vote electronically during the meeting at www.virtualshareholdermeeting.com/EQH2023.

Quorum Requirement

The holders of a majority of the voting power of all outstanding Shares at the Record Date must be present in person through the Internet or represented by proxy to constitute a quorum to conduct the Annual Meeting. Shares for which valid proxies are delivered or that are held by a stockholder that attends the Annual Meeting in person through the Internet will be considered part of the quorum. Once a Share is represented for any purpose at the Annual Meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjourned meeting. Shares for which abstentions and “broker non-votes” (explained below) occur are counted as present and entitled to vote for purposes of determining whether a quorum is present.


Notice of Annual Meeting of Stockholders and 2023 Proxy Statement							101

The Annual Meeting, Voting and Other Information
Voting Your Shares
Holders of Record
If your Shares are registered in your name with our transfer agent, Computershare, you are a “holder of record” of those Shares. A holder of record may cause the holder’s Shares to be voted in any of the following ways:
Internet
Prior to the Annual Meeting
Please log on to www.proxyvote.com and submit a proxy to vote your Shares ~~as soon as possible. Your voting instructions are confidential~~by 11:59 p.m., Eastern Daylight Time, on May 23, 2023.
During the Annual Meeting
Please log on to www.virtualshareholdermeeting.com/EQH2023 and ~~will not be disclosed to persons other than those recording the vote, except if you make~~submit a ~~written comment on the proxy card, otherwise communicate your vote to management or authorize such disclosure.~~
~~Quorum Requirement~~
~~The holders of a majority of the voting power of all outstanding Shares at the Record Date must be present in person or represented by~~ proxy to ~~constitute a quorum to conduct the Annual Meeting.~~vote your Shares ~~for which valid proxies are delivered or that are held by a stockholder that attends~~during the Annual Meeting ~~in person will be considered part of the quorum. Once a Share is represented for any purpose~~beginning at ~~the meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjourned meeting. Shares for which abstentions and “brokernon-votes”~~ ~~(explained below) occur are counted as present and entitled to vote for purposes of determining whether a quorum is present.~~
~~Voting Your Shares~~
~~Holders of Record~~
If your Shares are registered in your name with our transfer agent, Computershare, you are a “holder of record” of those Shares. A holder of record may cause the holder’s Shares to be voted in any of the following ways:8:00 a.m., Eastern Daylight Time, on May 24, 2023.

~~Internet~~
~~Please log on to www.proxyvote.com and vote by 11:59 p.m., Eastern Daylight Time, on May 21, 2019.~~
~~Telephone~~
~~Please call the number on your proxy card until 11:59 p.m., Eastern Daylight Time, on May 21, 2019.~~
~~Mail~~
Telephone
Please call the number on your proxy card until 11:59 p.m., Eastern Daylight Time, on May 23, 2023.
Mail
If you received printed copies of the proxy materials, please complete, sign and return your proxy card by mail to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717 so that it is received prior to the Annual Meeting.

These instructions appear on your Notice or proxy card. If you submit a proxy on the Internet or by telephone, please have your Notice or proxy card available for reference when you do so. If you submit a proxy via the Internet or by telephone, please do not mail in your proxy card.
For holders of record, proxies submitted by mail, on the Internet or by telephone will be voted by the individuals named on the proxy card in the manner you indicate. If you execute, date and deliver a proxy card but do not specify how your Shares are to be voted, the proxies will vote as recommended by the Board on all matters on the agenda for the Annual Meeting (see “Proposals for Your Vote”) and will use their discretion with respect to any other matters properly presented for a vote at our Annual Meeting or any postponement or adjournment thereof.
Holders in Street Name
If your Shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a holder of Shares in “street name”. The organization holding your account will have provided you with proxy materials. As the beneficial owner, you have the right to direct the organization how to vote the Shares held in your account. You will also be able to vote your shares at the Annual Meeting by logging into the Virtual Annual Meeting website, www.virtualshareholdermeeting.com/EQH2023, using the 16-digit control number provided with your proxy materials.
If you are a holder of Shares in street name and you do not submit voting instructions to your broker, bank or other intermediary, the intermediary generally may vote your Shares in its discretion only on routine matters. Intermediaries do not have discretion to vote their clients’ Shares on non-routine matters in the absence of voting instructions from the beneficial stockholder. At the Annual Meeting, only Proposal 2 (ratification of appointment of the independent auditor) is considered routine and may be voted upon by the intermediary if you do not submit voting instructions. All other proposals on the Agenda for the Annual Meeting are non-routine matters, and intermediaries may not use their discretion to vote on these proposals in the absence of voting instructions from you. These “broker non-votes” will not

102
~~In Person~~
~~You may attend the Annual Meeting and cast your vote.~~
These instructions appear on your Notice or proxy card. If you submit a proxy on the Internet or by telephone, please have your Notice or proxy card available for reference when you do so. If you submit a proxy via the Internet or by telephone, please do not mail in your proxy card.
98          Notice of ~~Annual Meeting of Stockholders and 2019 Proxy Statement~~
~~The Annual Meeting, Voting and Other Information~~
For holders of record, proxies submitted by mail, on the Internet or by telephone will be voted by the individuals named on the proxy card in the manner you indicate. If you execute, date and deliver a proxy card but do not specify how your Shares are to be voted, the proxies will vote as recommended by the Board on all matters on the agenda for the Annual Meeting (see “Proposals for Your Vote”) and will use their discretion with respect to any other matters properly presented for a vote at our Annual Meeting or any postponement or adjournment thereof.
~~Holders in Street Name~~
If your Shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, then you are a holder of Shares in “street name”. The organization holding your account will have provided you with proxy materials. As the beneficial owner, you have the right to direct the organization how to vote the Shares held in your account. If you want to vote in person at the Annual Meeting, you must obtain a legal proxy from your broker, bank or other intermediary and present it at the meeting, and submit it with your vote.
If you are a holder of Shares in street name and you do not submit voting instructions to your broker, bank or other intermediary, the intermediary generally may vote your Shares in its discretion only on routine matters. Intermediaries do not have discretion to vote their clients’ Shares on~~non-routine~~ matters in the absence of voting instructions from the beneficial stockholder. At the Annual Meeting, only Proposal 2 (ratification of appointment of the independent auditor) is considered routine and may be voted upon by the intermediary if you do not submit voting instructions. All other proposals on the Agenda for the Annual Meeting are~~non-routine~~ ~~matters, and intermediaries may not use their discretion to vote on these proposals in the absence of voting instructions from you. These “brokernon-votes”~~ ~~will not affect the outcome of the vote with respect to Proposals 1, 3 and 4. There will be no brokernon-votes~~ associated with Proposal 2, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your Shares are held in street name and you do not give your bank or broker instructions on how to vote on Proposal 2, your shares will be voted by the broker in its discretion.
~~Changing Your Vote or Revoking Your Proxy~~
If you are a holder of record and wish to revoke your proxy instructions, you must either (1) subsequently submit a proxy via the Internet or by telephone, which will be available until 11:59 p.m., Eastern Daylight Time, May 21, 2019; (2) sign, date and deliver a later-dated proxy card so that it is received before the Annual Meeting; (3) submit a written revocation; (4) send a notice of revocation via the Internet at www.proxyvote.com; or (5) attend the meeting and vote your Shares in person. If you hold your Shares in street name, you must follow the instructions of your broker, bank or other intermediary to revoke your voting instructions.
~~Vote Required for Each Proposal~~
~~Proposal 1 – Election of Directors~~
~~Board Recommendation:~~ ~~FOR each of the Company’s nominees.~~
~~Vote Required:~~ ~~Affirmative vote of at least a plurality of the votes of the outstanding Shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter.~~
~~Effect of Abstentions:~~ ~~No effect.~~
~~Effect of BrokerNon-Votes:~~ ~~No effect.~~
~~Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm~~
~~Board Recommendation:~~ ~~FOR~~
~~Vote Required:~~ ~~Affirmative vote of the majority in voting power of the Shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter.~~
~~Effect of Abstentions:~~ ~~Same effect as a vote AGAINST the proposal.~~
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ 99
~~The Annual Meeting, Voting and Other Information~~
~~Effect of BrokerNon-Votes:~~ ~~There will be no brokernon-votes~~ associated with this proposal, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your Shares are held in “street name” and you do not give your bank or broker instructions on how to vote, your Shares will be voted by the broker in its discretion.
~~Proposal 3 – Advisory Vote on Executive Compensation~~
~~Board Recommendation:~~ ~~FOR~~
~~Vote Required:~~ ~~Affirmative vote of the majority in voting power of the Shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter.~~
~~Effect of Abstentions:~~ ~~Same effect as a vote AGAINST the proposal.~~
~~Effect of BrokerNon-Votes:~~ ~~No effect.~~
~~Proposal 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation~~
~~Board Recommendation:~~~~ONE YEAR~~
~~Vote Required:~~ Affirmative vote of the majority in voting power of the Shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. If none of the options receives the approval of a majority of a quorum at the Annual Meeting, the Board will consider as the~~non-binding~~ ~~selection of the stockholders the frequency that receives the greatest number of votes.~~
~~Effect of Abstentions:~~ ~~No effect.~~
~~Effect of BrokerNon-Votes:~~ ~~No effect.~~
~~Matters to be Presented~~
We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the meeting, unless otherwise provided, the proxies will use their own judgment to vote your Shares. If the meeting is adjourned or postponed, the proxies can vote your Shares at the adjournment or postponement as well.
~~Delivery of Proxy Materials~~
~~Notice and Access~~
We are using “notice and access” procedures to distribute our proxy materials to our stockholders. This method reduces the amount of paper used in producing proxy materials and lowers the costs associated with mailing the proxy materials to stockholders. We are mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to stockholders. The Notice includes instructions on how to access the materials over the Internet and how to request a paper or~~e-mail~~ copy. The Notice further provides instructions on how stockholders may elect to receive proxy materials in the future in printed form or by electronic mail. To select a method of delivery while voting is open, holders of record may follow the instructions when voting online at www.proxyvote.com. At any time, you may also choose your method of delivery of the proxy materials by visiting www.proxyvote.com. If you own Shares indirectly through a broker, bank or other intermediary, please contact the intermediary for additional information regarding delivery options.
~~Holders of record will have the Notice or proxy materials delivered directly to your mailing address or electronically if you have previously consented to that delivery method.~~
~~Holders of Shares in street name will have the proxy materials or the Notice forwarded to you by the intermediary that holds the Shares.~~
~~100~~          ~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~
~~The Annual Meeting, Voting and Other Information~~
~~Eliminating Duplicative Proxy Materials~~
To reduce the expenses of delivering duplicate proxy materials to stockholders, we are relying upon SEC rules that permit us to deliver only one set of proxy materials to multiple stockholders who share an address (known as “householding”), unless we receive contrary instructions from any stockholder at that address. All stockholders sharing an address will receive in a single envelope a single Proxy Statement and Annual Report, along with individual proxy cards or individual Notices for each stockholder. If you are a stockholder who shares an address and last name with one or more other stockholders and would like to revoke your householding consent or you are a stockholder eligible for householding and would like to participate in householding, please contact Broadridge Householding Department at 51 Mercedes Way, Edgewood, NY 11717 or~~1-866-540-7095.~~ You will be removed from the householding program within 30 days of receipt of the revocation of your consent. Additional copies of our proxy materials are available upon request by contacting Investor Relations at our principal executive offices or by emailing your request to~~ir@axa-equitable.com.~~
~~Proxy Solicitation Costs~~
Our board is responsible for the solicitation of proxies for the Annual Meeting. We have also retained Morrow Sodali LLC, 470 West Ave, Stamford, CT 06902, to aid in the solicitation of brokers, banks, institutional and other stockholders for a fee of approximately $10,000, plus reimbursement of expenses. Broadridge Financial Solutions, Inc. will also assist us in the distribution of proxy materials and provide voting and tabulation services for the Annual Meeting. All costs of the solicitation of proxies will be borne by us. We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or nominees for forwarding proxy materials to street name holders. We are soliciting proxies primarily by mail. In addition, our directors, officers and employees may solicit proxies by telephone or other means of communication personally. Our directors, officers and employees will receive no additional compensation for these services other than their regular compensation.
~~Vote Tabulation~~
~~Votes will be tabulated by Broadridge Financial Solutions, Inc.~~
~~Inspector of Election~~
~~The Board has appointed a representative of Broadridge Financial Solutions, Inc. as Inspector of Election for the Annual Meeting.~~
~~Results of the Vote~~
~~We expect to announce preliminary voting results at the Annual Meeting and publish preliminary or final voting results in a Form8-K~~ ~~within four business days following the meeting. If only preliminary voting results are available for reporting in the Form8-K,~~ ~~we will amend the Form8-K~~ ~~to report final voting results within four business days after the final voting results are known.~~
~~Other Information~~
~~Proposals for the 2020 Annual Meeting of Stockholders~~
~~Proposals for inclusion in our proxy statement~~
~~A stockholder who wishes to present a proposal for inclusion in our proxy statement for the 2020~~ Annual Meeting of Stockholders ~~pursuant to Exchange Act Rule14a-8,~~ must submit such proposal to the Secretary at our principal executive offices. Proposals must be received no later than the close of business on December 11, 2019, or such other date that we announce in accordance with SEC rules and ~~our Bylaws. Proposals must comply with all requirements of Exchange Act Rule14a-8.~~ ~~Submitting a proposal does not guarantee its inclusion, which is governed by SEC rules and other applicable requirements.~~2023 Proxy Statement
The Annual Meeting, Voting and Other Information

affect the outcome of the vote with respect to Proposals 1 and 3. There will be no broker non-votes associated with Proposal 2, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your Shares are held in street name and you do not give your bank or broker instructions on how to vote on Proposal 2, your shares will be voted by the broker in its discretion.
Changing Your Vote or Revoking Your Proxy
If you are a holder of record and wish to revoke your proxy instructions, you must either (1) subsequently submit a proxy via the Internet or by telephone, which will be available until 11:59 p.m., Eastern Daylight Time, May 23, 2023; (2) sign, date and deliver a later-dated proxy card so that it is received before the Annual Meeting; (3) submit a written revocation; (4) send a notice of revocation via the Internet at www.proxyvote.com; or (5) attend the meeting via the Internet at www.virtualshareholdermeeting.com/EQH2023 and vote your Shares. If you hold your Shares in street name, you must follow the instructions of your broker, bank or other intermediary to revoke your voting instructions.
Vote Required for Each Proposal
Proposal 1 – Election of Directors
Board Recommendation: FOR each of the Company’s nominees.
Vote Required: Affirmative vote of at least a majority of the votes of the outstanding Shares present in person through the Internet or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. Nominees who do not receive an affirmative vote of at least a majority of votes cast are required to tender their resignation for consideration by the Company’s Board of Directors.
Effect of Abstentions: No effect.
Effect of Broker Non-Votes: No effect.
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
Board Recommendation: FOR
Vote Required: Affirmative vote of the majority in voting power of the Shares present in person through the Internet or represented by proxy at the Annual Meeting and entitled to vote on the subject matter.
Effect of Abstentions: Same effect as a vote AGAINST the proposal.
Effect of Broker Non-Votes: There will be no broker non-votes associated with this proposal, as the ratification of our independent registered public accounting firm is a routine matter. As a result, if your Shares are held in “street name” and you do not give your bank or broker instructions on how to vote, your Shares will be voted by the broker in its discretion.
Proposal 3 – Advisory Vote on Executive Compensation
Board Recommendation: FOR
Vote Required: Affirmative vote of the majority in voting power of the Shares present in person through the Internet or represented by proxy at the Annual Meeting and entitled to vote on the subject matter.
Effect of Abstentions: Same effect as a vote AGAINST the proposal.
Effect of Broker Non-Votes: N/A
Matters to be Presented
We are not aware of any matters to be presented at the Annual Meeting other than those described in this Proxy Statement. If any matters not described in this Proxy Statement are properly presented at the meeting, unless otherwise provided, the proxies will use their own judgment to vote your Shares. If the meeting is adjourned or postponed, the proxies can vote your Shares at the adjournment or postponement as well.
Notice of ~~Annual Meeting of Stockholders and 2019 Proxy Statement~~ ~~101~~

~~The~~ Annual Meeting ~~Voting~~of Stockholders and ~~Other Information~~2023 Proxy Statement

103

The Annual Meeting, Voting and Other Information

Delivery of Proxy Materials

Notice and Access

We are using “notice and access” procedures to distribute our proxy materials to our stockholders. This method reduces the amount of paper used in producing proxy materials and lowers the costs associated with mailing the proxy materials to stockholders. We are mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to stockholders. The Notice includes instructions on how to access the materials over the Internet and how to request a paper or e-mail copy. The Notice further provides instructions on how stockholders may elect to receive proxy materials in the future in printed form or by electronic mail. To select a method of delivery while voting is open, holders of record may follow the instructions when voting online at www.proxyvote.com. At any time, you may also choose your method of delivery of the proxy materials by visiting www.proxyvote.com. If you own Shares indirectly through a broker, bank or other intermediary, please contact the intermediary for additional information regarding delivery options.

Holders of record will have the Notice or proxy materials delivered directly to your mailing address or electronically if you have previously consented to that delivery method.

Holders of Shares in street name will have the proxy materials or the Notice forwarded to you by the intermediary that holds the Shares.

Eliminating Duplicative Proxy Materials

To reduce the expenses of delivering duplicate proxy materials to stockholders, we are relying upon SEC rules that permit us to deliver only one set of proxy materials to multiple stockholders who share an address (known as “householding”), unless we receive contrary instructions from any stockholder at that address. All stockholders sharing an address will receive in a single envelope a single Proxy Statement and Annual Report, along with individual proxy cards or individual Notices for each stockholder. If you are a stockholder who shares an address and last name with one or more other stockholders and would like to revoke your householding consent and receive a separate copy of the Proxy Statement and Annual Report or you are a stockholder eligible for householding and would like to participate in householding, please contact Broadridge Householding Department at 51 Mercedes Way, Edgewood, NY 11717 or 1-866-540-7095. You will be removed from the householding program within 30 days of receipt of the revocation of your consent. Additional copies of our proxy materials are available upon request by contacting Investor Relations at our principal executive offices or by emailing your request to ir@equitable.com.

Proxy Solicitation Costs

Our Board is responsible for the solicitation of proxies for the Annual Meeting. We have also retained Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford CT, 06902 to aid in the solicitation of brokers, banks, institutional and other stockholders for a fee of approximately $8,000, plus reimbursement of expenses. Broadridge Financial Solutions, Inc. will also assist us in the distribution of proxy materials and provide voting and tabulation services for the Annual Meeting. All costs of the solicitation of proxies will be borne by us. We pay for the cost of proxy preparation and solicitation, including the reasonable charges and expenses of brokerage firms, banks, trusts or nominees for forwarding proxy materials to street name holders. In addition, our directors, officers and employees may solicit proxies by telephone or other means of communication personally. Our directors, officers and employees will receive no additional compensation for these services other than their regular compensation.

Vote Tabulation

Votes will be tabulated by Broadridge Financial Solutions, Inc.

Inspector of Election

The Board has appointed a representative of Broadridge Financial Solutions, Inc. as Inspector of Election for the Annual Meeting.

~~Other stockholder proposals~~
104 Notice of Annual Meeting of Stockholders and ~~director nominations~~
Under the notice provision of our Bylaws, for director nominations or other business to be properly brought before an annual meeting by a stockholder where such nominees or business is not to be included in our proxy statement, the stockholder must deliver notice in writing to our Secretary, at our principal executive offices, not later than the close of business on February 22, 2020, nor earlier than the close of business on January 23, 2020. The notice must contain the notice and informational requirements described under Section 1.11 of our Bylaws and applicable SEC rules. The chairperson of the meeting may refuse to acknowledge or introduce any stockholder nomination or business if it was not timely submitted or does not comply with our Bylaws.
~~Incorporation by Reference~~
~~To the extent that this~~2023 Proxy Statement has been or will be specifically incorporated by reference into any other filing of the Company under the Securities Act or the Exchange Act, the sections of this Proxy Statement entitled “Report of the Audit Committee” (to the extent permitted by the rules of the SEC) and “Compensation Committee Report” shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing.
~~Annual Report on Form10-K~~
~~We will provide to stockholders without charge, upon written request, a copy of our Form10-K,~~ ~~including financial statements and financial statement schedules, but without exhibits. We will also furnish to requesting stockholders any exhibit to the Form10-K~~ ~~upon the payment of reasonable expenses incurred by us in furnishing such exhibit. Requests should be directed to Investor Relations at our principal executive offices or by emailing your request toir@axa-equitable.com.~~ ~~The Form10-K,~~ ~~along with all of our other SEC filings, may also be accessed at https://ir.axaequitableholdings.com or at the website of the SEC at www.sec.gov.~~
~~Stockholder List~~
~~A list of the stockholders as of the Record Date will be available for inspection at our principal executive offices during ordinary business hours from May 12, 2019 to May 22, 2019.~~
~~Principal Executive Offices~~
~~The address of our principal executive offices is AXA Equitable Holdings, Inc., 1290 Avenue of the Americas, New York, New York 10104.~~
~~Communicating with our Board~~
Our Board of Directors Communication Policy provides a process for our security holders to send communications to the Board. Stockholders may contact an individual director, the Board as a group, or a specified Committee or group, including the independent directors as a group, by mailing such communications to:
~~Attn: Secretary~~
~~1290 Avenue of the Americas~~
~~New York, NY 10104~~
Each communication should specify the applicable addressee or addressees to be contacted as well as the general topic of the communication. We will review, assess and determine the most appropriate way to respond to such communications including coordinating such response with the Board.

The Annual Meeting, Voting and Other Information

~~102~~          ~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~
~~Forward-Looking Statements~~
Results of the Vote
We expect to announce preliminary voting results at the Annual Meeting and publish preliminary or final voting results in a Form 8-K within four business days following the meeting. If only preliminary voting results are available for reporting in the Form 8-K, we will amend the Form 8-K to report final voting results within four business days after the final voting results are known.
Other Information
Proposals for the 2024 Annual Meeting of Stockholders
Proposals for inclusion in our proxy statement
A stockholder who wishes to present a proposal for inclusion in our proxy statement for the 2024 Annual Meeting of Stockholders pursuant to Exchange Act Rule 14a-8 must submit such proposal to the Secretary at our principal executive offices. Proposals must be received no later than the close of business on December 8, 2023, or such other date that we announce in accordance with SEC rules and our By-Laws. Proposals must comply with all requirements of Exchange Act Rule 14a-8. Submitting a proposal does not guarantee its inclusion, which is governed by SEC rules and other applicable requirements.
Other stockholder proposals and director nominations
Under the notice provision of our By-Laws, for director nominations or other business to be properly brought before an annual meeting by a stockholder where such nominees or business is not to be included in our proxy statement, the stockholder must deliver notice in writing to our Secretary, at our principal executive offices, not later than the close of business on February 24, 2024, nor earlier than the close of business on January 25, 2024. The notice must contain the notice and informational requirements described under Section 1.11 of our By-Laws and applicable SEC rules, including, as appropriate, those set forth in Rule 14a-19 of the Exchange Act. The chair of the meeting may refuse to acknowledge or introduce any stockholder nomination or business if it was not timely submitted or does not comply with our By-Laws.
Incorporation by Reference
To the extent that this Proxy Statement has been or will be specifically incorporated by reference into any other filing of the Company under the Securities Act or the Exchange Act, the sections of this Proxy Statement entitled “Report of the Audit Committee” (to the extent permitted by the rules of the SEC) and “Compensation Committee Report” shall not be deemed to be so incorporated, unless specifically provided otherwise in such filing.
Annual Report on Form 10-K
We will provide to stockholders without charge, upon written request, a copy of our Form 10-K, including financial statements and financial statement schedules, but without exhibits. We will also furnish to requesting stockholders any exhibit to the Form 10-K upon the payment of reasonable expenses incurred by us in furnishing such exhibit. Requests should be directed to Investor Relations at our principal executive offices or by emailing your request to ir@equitable.com. The Form 10-K, along with all of our other SEC filings, may also be accessed at https://ir.equitableholdings.com or at the website of the SEC at www.sec.gov.

~~FORWARD-LOOKING STATEMENTS~~
~~This~~
Notice of Annual Meeting of Stockholders and 2023 Proxy Statement and other written or oral statements that we make from time to time may contain information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon the Company. “We,” “us” and “our” refer to the Company, unless the context refers only to Holdings as a corporate entity. There can be no assurance that future developments affecting the Company will be those anticipated by management. Forward-looking statements include, without limitation, all matters that are not historical facts.
These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: (i) conditions in the financial markets and economy, including equity market declines and volatility, interest rate fluctuations, impacts on our goodwill and changes in liquidity and access to and cost of capital; (ii) operational factors, including reliance on the payment of dividends to Holdings by its subsidiaries, remediation of our material weaknesses, fulfilling our obligations related to being a public company, indebtedness, elements of our business strategy not being effective in accomplishing our objectives, protection of confidential customer information or proprietary business information, information systems failing or being compromised and strong industry competition; (iii) credit, counterparties and investments, including counterparty default on derivative contracts, failure of financial institutions, defaults, errors or omissions by third parties and affiliates and gross unrealized losses on fixed maturity and equity securities; (iv) our reinsurance and hedging programs; (v) our products, structure and product distribution, including variable annuity guaranteed benefits features within certain of our products, complex regulation and administration of our products, variations in statutory capital requirements, financial strength and claims-paying ratings and key product distribution relationships; (vi) estimates, assumptions and valuations, including risk management policies and procedures, potential inadequacy of reserves, actual mortality, longevity and morbidity experience differing from pricing expectations or reserves, amortization of deferred acquisition costs and financial models; (vii) our Investment Management and Research segment, including fluctuations in assets under management, the industry-wide shift from actively-managed investment services to passive services and potential termination of investment advisory agreements; (viii) legal and regulatory risks, including federal and state legislation affecting financial institutions, insurance regulation and tax reform; (ix) risks related to our continuing relationship with AXA, including conflicts of interest, waiver of corporate opportunities and costs associated with separation and rebranding; and (x) risks related to our common stock and offerings, including the market price for our common stock being volatile and potential stock price declines due to future sales of Shares by existing stockholders.
105
Forward-Looking Statements

~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ ~~103~~
~~Appendix A~~
FORWARD-LOOKING STATEMENTS
This Proxy Statement may contain information that includes or is based upon forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “seeks,” “aims,” “plans,” “assumes,” “estimates,” “projects,” “should,” “would,” “could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking statements. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon the Company. In particular, these include statements relating to future actions, prospective products or services, future performance or results of current and anticipated products or services, expenses, the outcome of contingencies such as legal proceedings, trends in operations and financial results.
Any or all forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, trends and uncertainties. Many such factors will be important in determining the actual future results of the Company. These statements are based on current expectations and the current economic environment. They involve a number of risks and uncertainties that are difficult to predict. These statements are not guarantees of future performance. Actual results could differ materially from those expressed or implied in the forward-looking statements. Risks, uncertainties, and other factors that might cause such differences include the risks, uncertainties and other factors identified in the Company’s Annual Report on Form 10-K for the year-ended December 31, 2022 (the “2022 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2023, any Quarterly Reports on Form 10-Q or Current Reports on Form 8-K filed by the Company with the SEC after the date of the 2022 Form 10-K under the captions “Note Regarding Forward-Looking Statements and Information” or “Risk Factors,” and other filings the Company makes with the SEC. The Company does not undertake any obligation to publicly correct or update any forward-looking statement if the Company later becomes aware that such statement is not likely to be achieved. Please consult any further disclosures the Company makes on related subjects in reports to the SEC.

~~APPENDIX A~~
~~NON-GAAP~~ ~~FINANCIAL MEASURES~~
~~In addition to our results presented in accordance with U.S. GAAP, we reportNon-GAAP~~ ~~Operating Earnings~~
106 Notice of Annual Meeting of Stockholders and ~~Pro FormaNon-GAAP~~ ~~Operating ROE and will reportNon-GAAP~~ ~~Operating ROE, each of which is anon-GAAP~~ ~~financial measure used to evaluate our recurrent profitability on a consolidated basis. Management believes that the use of thesenon-GAAP~~ ~~financial measures, together with relevant U.S. GAAP measures, provides a better understanding of our results of operations and the underlying profitability drivers and trends of our business. Thesenon-GAAP~~ financial measures are intended to remove from our results of operations the impact of market changes (other than with respect to equity method investments) as well as certain other items which are not part of our underlying profitability drivers or likely to~~re-occur~~ ~~in the foreseeable future, as such items fluctuate fromperiod-to-period~~ in a manner inconsistent with these drivers. These measures should be considered supplementary to our results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for the U.S. GAAP measures. Other companies may use similarly titled~~non-GAAP~~ ~~financial measures that are calculated differently from the way we calculate such measures. Consequently, ournon-GAAP~~ ~~financial measures may not be comparable to similar measures used by other companies.~~
~~Non-GAAP~~ ~~Operating Earnings~~
~~Non-GAAP~~ ~~Operating Earnings is anafter-taxnon-GAAP~~ ~~financial measure used to evaluate our financial performance on a consolidated basis that is determined by making certain adjustments to our consolidatedafter-tax~~ net income attributable to Holdings. The most significant of such adjustments relates to our derivative positions, which protect economic value and statutory capital, and are more sensitive to changes in market conditions than the variable annuity product liabilities as valued under U.S. GAAP. This is a large source of volatility in net income.
~~In the first quarter of 2018, the Company revised itsNon-GAAP~~ Operating Earnings definition as it relates to the treatment of certain elements of the profitability of its variable annuity products with indexed-linked features to align to the treatment of its variable annuity products with GMxB features. In addition, adjustments for variable annuity products with index-linked features previously included within Other adjustments in the calculation of~~Non-GAAP~~ ~~Operating Earnings are now included with the adjustments for variable annuity products with GMxB features in the broader adjustment category, Variable annuity product features. The presentation ofNon-GAAP~~ ~~Operating Earnings in prior periods was revised to reflect this change in definition.~~
~~Non-GAAP~~ ~~Operating Earnings equals our consolidatedafter-tax~~2023 Proxy Statement
Appendix A
APPENDIX A:
NON-GAAP FINANCIAL MEASURES
Use of Non-GAAP Financial Measures
In addition to our results presented in accordance with U.S. GAAP, we report Non-GAAP Operating Earnings and Non-GAAP Operating Return on Equity (“ROE”) each of which is a measure that is not determined in accordance with U.S. GAAP. Management principally uses these non-GAAP financial measures in evaluating performance because they present a clearer picture of our operating performance and they allow management to allocate resources. Similarly, management believes that the use of these non-GAAP financial measures, together with relevant U.S. GAAP measures, provide investors with a better understanding of our results of operations and the underlying profitability drivers and trends of our business. These non-GAAP financial measures are intended to remove from our results of operations the impact of market changes (where there is mismatch in the valuation of assets and liabilities) as well as certain other expenses which are not part of our underlying profitability drivers or likely to re-occur in the foreseeable future, as such items fluctuate from period-to-period in a manner inconsistent with these drivers. These measures should be considered supplementary to our results that are presented in accordance with U.S. GAAP and should not be viewed as a substitute for the U.S. GAAP measures. Other companies may use similarly titled non-GAAP financial measures that are calculated differently from the way we calculate such measures. Consequently, our non-GAAP financial measures may not be comparable to similar measures used by other companies.
We also discuss certain operating measures, including assets under management and certain other operating measures, which management believes provide useful information about our businesses and the operational factors underlying our financial performance.
Non-GAAP Operating Earnings
Non-GAAP Operating Earnings is an after-tax non-GAAP financial measure used to evaluate our financial performance on a consolidated basis that is determined by making certain adjustments to our consolidated after-tax net income (loss) attributable to Holdings. The most significant of such adjustments relates to our derivative positions, which protect economic value and statutory capital, and are more sensitive to changes in market conditions than the variable annuity product liabilities as valued under U.S. GAAP. This is a large source of volatility in net income.
Non-GAAP Operating Earnings equals our consolidated after-tax net income (loss) attributable to Holdings adjusted to eliminate the impact of the following items:

•
Items related to ~~Variable~~variable annuity product features, which ~~include~~include: (i) certain changes in the fair value of the derivatives and other securities we use to hedge these ~~features,~~features; (ii) the effect of benefit ratio unlock adjustments, ~~and~~including extraordinary economic conditions or events such as COVID-19; (iii) changes in the fair value of the embedded derivatives reflected within ~~Variable~~variable annuity products’ net derivative ~~results;~~results and the impact of these items on DAC amortization on our SCS product; and (iv) DAC amortization for the SCS variable annuity product arising from near-term fluctuations in index segment returns;

•
Investment (gains) losses, which includes ~~other-than-temporary~~credit loss impairments of ~~securities,~~securities/investments, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;

Items related to Variable annuity product features, which include certain changes in the fair value of the derivatives and other securities we use to hedge these features, the effect of benefit ratio unlock adjustments and changes in the fair value of the embedded derivatives reflected within Variable annuity products’ net derivative results;
~~Investment (gains) losses, which includes other-than-temporary impairments of securities, sales or disposals of securities/investments, realized capital gains/losses and valuation allowances;~~
~~Goodwill impairment, which includes a write-down of goodwill in the first quarter of 2017;~~
•
Net actuarial (gains) losses, which includes actuarial gains and losses as a result of differences between actual and expected experience on pension plan assets or projected benefit obligation during a given period related to pension, other postretirement benefit obligations, and theone-time impact of the settlement of the defined benefit obligation;
~~104~~
•      ~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~
~~Appendix A~~
Other adjustments, which ~~includes~~primarily include restructuring costs related to severance and separation, lease write-offs related tonon-recurring restructuring activities, COVID-19 related impacts, net derivative gains (losses) on certain Non-GMxB derivatives, net investment income from certain items including consolidated VIE investments, seed capital mark-to-market adjustments, unrealized gain/losses and ~~separation costs;~~realized capital gains/losses from sales or disposals of select securities, certain legal accruals; and a bespoke deal to repurchase UL policies from one entity

Notice of Annual Meeting of Stockholders and 2023 Proxy Statement 107
Appendix A
that had invested in numerous policies purchased in the life settlement market, which disposed of the risk of additional COI litigation by that entity related to those UL policies; and
•
Income tax expense (benefit) related to the above items andnon-recurring tax items, which includes the effect of uncertain tax positions for a given audit ~~period, permanent differences due to goodwill impairment,~~period.
Because Non-GAAP Operating Earnings excludes the foregoing items that can be distortive or unpredictable, management believes that this measure enhances the understanding of the Company’s underlying drivers of profitability and trends in our business, thereby allowing management to make decisions that will positively impact our business.
We use the prevailing corporate federal income tax rate of 21% while taking into account any non-recurring differences for events recognized differently in our financial statements and federal income tax returns as well as partnership income taxed at lower rates when reconciling net income (loss) attributable to Holdings to Non-GAAP Operating Earnings.
The table below presents a reconciliation of net income (loss) attributable to Holdings to Non-GAAP Operating Earnings for the years ended December 31, 2022 and 2021:
   Three Months Ended
December 31, Year Ended
December 31,
(in millions)

  2022

  2021

  2022

  2021

Net income (loss) attributable to Holdings

$
(789
)

$
254

$
1,785

$
(439
)
Adjustments related to:

Variable annuity product features


1,324

513

(1,315
)

4,145

Investment (gains) losses


55

(100
)

945

(867
)
Net actuarial (gains) losses related to pension and other postretirement benefit obligations


25

33

82

120

Other adjustments (1) (2) (3)


144

45

552

717

Income tax expense (benefit related to above adjustments


(326
)

(103
)

(56
)

(864
)
Non-recurring tax items


3

7

16

13

Non-GAAP Operating Earnings

$
436

649

$
2,009

$
2,825

(1)
Includes separation costs of $20 million and ~~the Tax Reform Act.~~
~~BecauseNon-GAAP~~ Operating Earnings excludes the foregoing items that can be distortive or unpredictable, management believes that this measure enhances the understanding of the Company’s underlying drivers of profitability and trends in our business, thereby allowing management to make decisions that will positively impact our business.
~~We use our prevailing corporate federal income tax rate of 21% in 2018 and 35% in 2017, while taking into account anynon-recurring~~ differences for events recognized differently in our financial statements and federal income tax returns as well as partnership income taxed at lower rates when reconciling Net income (loss) attributable to Holdings to~~Non-GAAP~~ ~~Operating Earnings. The table below presents a reconciliation of Net income (loss) attributable to Holdings toNon-GAAP~~ ~~Operating Earnings~~$82 million for the ~~Three Months Ended~~three months and year ended December 31, ~~2018~~2021, respectively. Separation costs were completed during 2021.
(2)
Includes Non-GMxB related derivative hedge losses of $34 million, ($75) million, ($34) million and ~~2017~~$65 million for the three months and years ended December 31, ~~2018~~2022 and ~~December 31, 2017:~~

   Three Months Ended
December 31, Years Ended
December 31,
(in millions)
   2018 2017 2018 2017
Net income (loss) attributable to Holdings
   $ 1,938 $ 483 $ 1,820 $ 834
Adjustments related to:

Variable annuity product features
   (1,898 ) 369 (70 ) 1,107
Investment (gains) losses
   130 159 86 191
Goodwill impairment
   — — — 369
Net actuarial (gains) losses related to pension and other postretirement benefit obligations
   33 34 215 135
Other adjustments
   69 58 299 119
Income tax expense (benefit) related to above adjustments
   350 (198 ) (111 ) (644 )
Non-recurring tax items
   (118 ) 16 (73 ) (76 )
Non-GAAP Operating Earnings
   $ 504 $ 921 $ 2,166 $ 2,035
~~Pro FormaNon-GAAP~~ ~~Operating ROE~~
~~We calculate Pro FormaNon-GAAP~~ ~~Operating ROE by dividing Pro FormaNon-GAAP~~ Operating Earnings by Pro Forma Average Equity Attributable to Holdings, excluding accumulated other comprehensive income (“AOCI”). The pro forma adjustments are related to certain reorganization transactions that occurred in 2018 prior to the IPO, including:
~~the acquisition of AXA’s remaining interest in AB and minority interests in AXA Financial;~~
~~the transfer of certain U.S. property & casualty business held by Holdings to AXA;~~
~~the issuance of $3.8 billion of external debt; and~~
~~the settlement of all outstanding financing balances with AXA.~~
~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~ ~~105~~
~~Appendix A~~

Pro Forma Non-GAAP Operating ROE

   Three Months Ended or As of:    Twelve Months Ended or
As of
(in millions USD, unless otherwise indicated)
   12/31/2017    03/31/2018    06/30/2018    09/30/2018    12/31/2018    12/31/2017    12/31/2018
Net Income to Pro forma Net Income

Net income (loss), as reported
                  1,257    2,154
Adjustments related to:

Pro forma adjustments before income tax
                  (154)    (34)
Income tax impact
                  (3)    (6)




Pro forma adjustments, net of income tax
                  (157)    (40)




Pro forma net income (loss)
                  1,100    2,114
Less: Pro forma net income (loss) attributable to the noncontrolling interest
                  (276)    (285)




Pro forma net income (loss) attributable to Holdings
                  824    1,829




Pro forma Net Income to Pro forma Non-GAAP Operating Earnings

Pro forma net income (loss) attributable to Holdings
                  824    1,829
Adjustments related to:

Variable annuity product features
                  1,113    (70)
Investment (gains) losses
                  192    86
Net actuarial (gains) losses related to pension and other postretirement benefit obligations
                  136    215
Goodwill impairment
                  369    —
Other adjustments
                  115    299
Income tax (expense) benefit related to above adjustments
                  (651)    (111)
Non-recurring tax items
                  (76)    (73)




Pro forma Non-GAAP Operating Earnings
                  2,022    2,175




Pro forma Equity Reconciliation                   Average Twelve Months
Ended
Total equity attributable to Holdings
   13,421    13,547    13,364    12,411    13,866    12,414    13,297
Pro forma adjustments
   702    3    —    —    —    891    1














Pro forma total equity attributable to Holdings
   14,123    13,550    13,364    12,411    13,866    13,305    13,298
Less: Accumulated other comprehensive income (loss)
   (108)    (946)    (1,310)    (1,595)    (1,396)    (514)    (1,312)














Pro forma total equity attributable to Holdings excluding AOCI
   14,231    14,496    14,674    14,006    15,262    13,819    14,610
Pro forma Return on Equity Reconciliation                   Twelve Months Ended
or As of
Pro forma Net income (loss) attributable to Holdings
                  824    1,829
Average total equity attributable to Holdings
                  12,414    13,328




Pro forma Return on Equity
                  6.6%    13.7%




Pro forma Non-GAAP Operating Earnings
                  2,022    2,175
Pro forma average total equity attributable to Holdings excluding AOCI
                  13,819    14,610




Pro forma Non-GAAP Operating ROE
                  14.6%    14.9%




~~106~~          ~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~
~~AXA EQUITABLE HOLDINGS, INC.~~
~~1290 AVENUE OF THE AMERICAS~~
~~NEW YORK, NY 10104~~
~~ATTN: JESSICA OLICH~~
~~VOTE BY INTERNET -www.proxyvote.com~~
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Daylight Time on May 21, 2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
~~ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS~~
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
~~VOTE BY PHONE - 1-800-690-6903~~
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Daylight Time on May 21, 2019. Have your proxy card in hand when you call and then follow the instructions.
~~VOTE BY MAIL~~
~~Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.~~2021, respectively.

(3)
Includes certain gross legal expenses related to the cost of insurance litigation and claims related to a commercial relationship of $50 million, $27 million, $218 million and $207 million for the three months and years ended December 31, 2022 and 2021, respectively. Includes policyholder benefit costs of $75 million for the year ended December 31, 2022 stemming from a deal to repurchase UL policies from one entity that had invested in numerous policies purchased in the life settlement market.
Non-GAAP Operating ROE
We calculate Non-GAAP Operating ROE by dividing Non-GAAP Operating Earnings for the previous twelve calendar months by consolidated average equity attributable to Holdings’ common shareholders, excluding AOCI. AOCI fluctuates period-to-period in a manner inconsistent with our underlying profitability drivers as the majority of such fluctuation is related to the market volatility of the unrealized gains and losses associated with our AFS securities.
108 Notice of Annual Meeting of Stockholders and 2023 Proxy Statement
Appendix A

~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:~~
~~E74891-P20031~~                                ~~KEEP THIS PORTION FOR YOUR RECORDS~~
— — — — — — — — — — — — — — — — — — — — —— — — — — — — — — — — — — — — — — — — — — — — — — — —
~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.~~ ~~DETACH AND RETURN THIS PORTION ONLY~~
The following table presents return on average equity attributable to Holdings’ common shareholders, excluding AOCI and Non-GAAP Operating ROE for the year ended December 31, 2022.
   Year Ended December 31,
2022
      (dollars in millions)
Net income attributable to Holdings’ common shareholders

$
1,785


Average equity attributable to Holdings’ common shareholders,
excluding AOCI

$
9,088


Return on average equity attributable to Holdings, excluding AOCI


18.8
%


Non-GAAP Operating Earnings available to Holdings’ common shareholders

$
1,929


Average equity attributable to Holdings’ common shareholders,
excluding AOCI

$
9,088


Non-GAAP Operating ROE


21.2
%


~~AXA EQUITABLE HOLDINGS, INC.~~ ~~For~~
~~All~~
~~Withhold~~
~~All~~
~~For~~~~All~~
~~Except~~
~~To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.~~
~~The Board of Directors recommends you vote FOR the following:~~
1.
~~Election of nine directors for a one-year term ending at the 2020 Annual Meeting of Stockholders;~~ ☐ ☐ ☐
~~Nominees:~~
~~01)  Thomas Buberl~~
~~02)  Gérald Harlin~~
~~03)  Daniel G. Kaye~~
~~04)  Kristi A. Matus~~
~~05)  Ramon de Oliveira~~
~~06)  Mark Pearson~~
~~07)  Bertram L. Scott~~
~~08)  George Stansfield~~
~~09)  Charles G.T. Stonehill~~
Notice of Annual Meeting of Stockholders and 2023 Proxy Statement    109
2023 Equitable Holdings, Inc. All rights reserved. EQUITABLE HOLDINGS MIX Paper from responsible sources FSC C132107 FSC www.fsc.org
EQUITABLE HOLDINGS, INC. 1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104 ATTN: JESSICA OLICH SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Daylight Time on May 23, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/EQH2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Daylight Time on May 23, 2023. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V11061-P83597 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. EQUITABLE HOLDINGS, INC. The Board of Directors recommends you vote FOR each of the nominees for election in Proposal 1: 1. Election of nine directors for a one-year term ending at the 2024 Annual Meeting of Stockholders; Nominees: For Against Abstain 1a. Francis A. Hondal 1b. Arlene Isaacs-Lowe 1c. Daniel G. Kaye 1d. Joan Lamm-Tennant 1e. Craig MacKay 1f. Mark Pearson 1g. Bertram L. Scott 1h. George Stansfield 1i. Charles G.T. Stonehill The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2023; and 3. Advisory vote to approve the compensation paid to our named executive officers. NOTE: Any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof will be voted on by the proxies in their discretion. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report and Proxy Statement are available at www.proxyvote.com. V11062-P83597 EQUITABLE HOLDINGS, INC. Annual Meeting of Stockholders May 24, 2023 8:00 AM EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Jose Ramon Gonzalez and Jessica M. Olich, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of EQUITABLE HOLDINGS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held live via the Internet at 8:00 AM, EDT on May 24, 2023, and any adjournment or postponement thereof. You can virtually attend the meeting online by visiting www.virtualshareholdermeeting.com/EQH2023. This proxy, when properly executed, will be voted as directed by the stockholders. If no such direction is made, this proxy will be voted For election to the Board of Directors of the nominees listed under Proposal 1, and For Proposals 2 and 3. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. Continued and to be signed on reverse side
~~The Board of Directors recommends you vote FOR proposals 2 and 3.~~
~~For~~ ~~Against~~ ~~Abstain~~
2.
~~Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2019;~~
☐ ☐ ☐
3.
~~Advisory vote to approve the compensation paid to the Company’s named executive officers;~~
☐ ☐ ☐
~~The Board of Directors recommends you vote 1 YEAR in the following proposal:~~
~~1 Year~~
~~2 Years~~
~~3 Years~~ ~~Abstain~~
4.
~~Advisory vote on the frequency of future advisory votes to approve the compensation paid to the Company’s named executive officers.~~
☐
☐
☐
☐
~~NOTE:~~~~Any such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.~~
~~For address changes and/or comments, please check this box~~
☐
~~and write them on the back where indicated.~~
~~Yes~~ No
~~Please indicate if you plan to attend this meeting.~~
☐ ☐
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
~~Signature [PLEASE SIGN WITHIN BOX]                  Date~~
                                           ~~Signature (Joint Owners)                                                                   Date~~
~~Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:~~
~~The Annual Report and Proxy Statement are available at www.proxyvote.com.~~
—  —  —  —  —  —  —  —   —  —  —  —  —  —  —  —  —  —  —  —  —  — —  —  —  —  —  —  —  —  —  —  —  —  —   —  —  —  —  —
~~E74892-P20031~~
~~AXA EQUITABLE HOLDINGS, INC.~~
~~Annual Meeting of Stockholders~~
~~May 22, 2019 9:00 AM~~
~~This proxy is solicited by the Board of Directors~~
The stockholder(s) hereby appoint(s) Dave S. Hattem and Jessica M. Olich, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common stock of AXA EQUITABLE HOLDINGS, INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held at 9:00 AM, EDT on May 22, 2019, at The Michelangelo Hotel, 152 West 51st Street, New York, New York 10019, and any adjournment or postponement thereof.
This proxy, when properly executed, will be voted as directed by the stockholders. If no such direction is made, this proxy will be voted "For" election to the Board of Directors of the nominees listed under Proposal 1, "For" Proposals 2 and 3 and for "One Year" in Proposal 4.
~~In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.~~
    ~~Address Changes/Comments:~~
~~(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)~~
~~Continued and to be signed on reverse side~~


		Internet Prior to the Annual Meeting Please log on to www.proxyvote.com and submit a proxy to vote your Shares by 11:59 p.m., Eastern Daylight Time, on May ~~21, 2019.~~23, 2023. During the Annual Meeting Please log on to /www.virtualshareholdermeeting.com/ EQH2023 and submit a proxy to vote your Shares during the Annual Meeting beginning at 8:00 a.m., Eastern Daylight Time, on May 24, 2023.

		Telephone Please call the number on your proxy card until 11:59 p.m., Eastern Daylight Time, on May ~~21, 2019.~~ 23, 2023.
		Mail If you received printed copies of the proxy materials, please complete, sign, date and return your proxy card by mail to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717 so that it is received prior to the Annual Meeting.
		~~In Person~~ ~~You may attend the Annual Meeting and cast your vote.~~


Certain Important Terms			1

Proxy Summary			2

PROPOSAL 1: Election of ~~Directors~~directors			710

~~The Board of~~Nominees for Election as Directors for a Term Expiring in 2024			710

PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm			1215

Fees Paid to PricewaterhouseCoopers LLP			1316

Audit CommitteePre-Approval Policy			1316

Audit Committee Report			1316

PROPOSAL 3: Advisory Vote on Executive Compensation			1618

Executive Compensation			1719



~~PROPOSAL 4: Advisory Vote on the~~ ~~Frequency of Future Advisory Votes on~~ ~~Executive Compensation~~			71

Board and Corporate Governance Practices			83

ESG at Equitable Holdings			7290

Certain Relationships and Related Person Transactions			8295

The Annual Meeting, Voting and Other Information			97100

Forward-Looking Statements			~~103~~106

Appendix A:Non-GAAP Financial Measures			~~104~~107



		Financial Services Senior managers and board members at major financial services companies, including consumer financial services companies and investment banks				Senior Executive Experiences as CEOs, CFOs, COOs, founders, and major business segment leaders

		Public Company/Corporate Governance Experiences as public company board members both at US and international companies, chairing governance committees, and as senior executives with responsibility for governance functions				Audit/Financial Expertise Expertise in understanding and overseeing financial reporting and controls

		Risk Management Experiences as senior managers and board members overseeing risk management functions				Insurance Professional backgrounds in the insurance industry and knowledge of insurance products

		Finance and Investment Backgrounds in M&A and investment banking, including experience as a senior manager or board member of an investment bank				Legal/Regulatory/Compliance Professional experiences overseeing legal and compliance functions

		HR/Talent Experiences directly overseeing HR for major public companies and oversight of talent development and retention as a public company board member				FinTech/Consumer Experiences Backgrounds in emerging financial technologies, expanding access to financial and insurance products and enhancing the customer experience


~~2018 Variable Compensation Components~~

~~Short-Term~~ ~~Incentive~~ ~~Compensation~~		~~Annual cash incentive award based on performance relative to corporate and individual goals. Performance metrics included:~~ • ~~Non-GAAP~~ ~~Operating Earnings (50% weighting)~~ • ~~Premiums and Flows (25% weighting)~~ • ~~Strategic Initiatives – the critical activities necessary to ensure Holdings’ successful transition to a standalone public company (25% weighting)~~

~~Equity-Based~~ ~~Awards~~		~~Annual equity-based award consisting of performance shares (50%), stock options (25%) and restricted stock units (25%~~Continued balance of equity vehicles with expansion of the Total Shareholder Return (“TSR”) peer group for 2022. During 2022, annual equity-based awards under the EQH Compensation Program continued to consist of a mix of equity vehicles with a combination of time-based and performance vesting. As in 2021, equity grants consisted of Performance Shares based on TSR (60%) and Restricted Stock Units (“RSUs”) (40%). ~~Performance metrics for the performance shares include:~~ • ~~Non-GAAP~~ ~~Operating Return on Equity measured over a three-year period (50%)~~ • ~~Relative Total Shareholder Return measured from IPO to December 31, 2020 (50%)~~

~~Transaction~~ ~~Incentive~~ ~~Awards~~		~~One-time~~ awards of restricted stock units granted to key executives who were critical to the IPO’s success. Fifty percent (50%) of the restricted stock units will vest based on continued service and fifty percent (50%) will vest based on the performance of Holdings’ share price.

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how much it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

☐	Fee paid previously with preliminary ~~materials.~~materials

☐	~~Check box if any part of the fee is offset as provided~~ Fee computed on table in exhibit required by Item 25(b) per Exchange Act ~~Rule 0-11(a)(2)~~ Rules 14a-6(i)(1) and ~~identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.~~

	~~(1)~~	~~Amount Previously Paid:~~
	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
	~~(3)~~	~~Filing Party:~~
	~~(4)~~	~~Date Filed:~~ 0-11


Proposal	Board Recommendation		Page(s)

1. Election of nine directors for aone-year term ending at the ~~2020~~2024 Annual Meeting of Stockholders	FOR each of the Board’s nominees		710

2. Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year ~~2019~~2023	FOR		12
		15
3. Advisory vote to approve the compensation paid to our named executive officers (the“Say-on-Pay vote”)	FOR		16
~~4. Advisory vote on frequency of futureSay-on-Pay~~ ~~votes~~	~~ONE YEAR~~		7118


Name	Age	Principal Professional Experience	Expiration of Term	Independent
Thomas Buberl	46	Chief Executive Officer of AXA	2020	No
Gérald Harlin	63	Deputy Chief Executive Officer and Chief Financial Officer of AXA	2020	No
Daniel G. Kaye	64	Partner at Ernst & Young (retired)	2020	Yes
Kristi A. Matus	51	Executive Vice President and Chief Financial & Administrative Officer of athenahealth, Inc. (retired)	2020	Yes
Ramon de Oliveira (Independent Chairman)	64	Co-founder of Investment Audit Practice, LLC	2020	Yes
Mark Pearson	60	President and Chief Executive Officer of Holdings	2020	No
Bertram L. Scott	68	Senior Vice President of population health of Novant Health, Inc.	2020	Yes
George Stansfield	59	Deputy Chief Executive Officer and Group General Secretary of AXA	2020	No
Charles G.T. Stonehill	61	Founding Partner of Green & Blue Advisors, LLC	2020	Yes



Joan Lamm-Tennant, Independent Chair of the Board of Directors
~~Thomas Buberl~~
~~Age:~~46Director since: 2020 ~~Director since:~~~~2016~~Age: 70 ~~Committee~~Committees ~~memberships:~~ •Executive (Chair)		Professional Experience:~~Mr. Buberl~~ Ms. Lamm-Tennant has been a director since ~~September 2016~~January 2020 and ~~was Chairman~~Independent Chair of the Board since October 2021. Ms. Lamm-Tennant founded Blue Marble Microinsurance and served as its CEO from ~~November 2017~~2015 to ~~March 2019. He~~2020. She was also previously Adjunct Professor, International Business at The Wharton School of the University of Pennsylvania from 2006 to 2015, and a Professor of Finance at Villanova University from 1989 to 2000. Ms. Lamm-Tennant has ~~been~~served in a series of senior leadership positions in the insurance industry during her career, including as Head of Enterprise Risk Management and Advisor to the Chief Risk Officer at Marsh & McLennan Companies, Inc., Global Chief Economist and Risk Strategist at Guy Carpenter, and President of a Risk and Capital Advisory unit advising global clients of General Reinsurance. Ms. Lamm-Tennant also serves on the Boards of Directors of Ambac Financial Group, Inc. (NYSE: AMBC) and Element Fleet Management Corp (TSE: EFN). Skills and Qualifications: Significant insurance industry, fintech, finance and management expertise, as well as academic experience, having held global business leadership roles and having had a distinguished career as a professor of finance and economics; expertise as an audit committee financial expert; experience as a director of ~~AXA~~other public companies. Other Equitable Life and MLOA since May 2016. Mr. Buberl has served as Chief Executive Officer of AXA and a member of its Board since September 2016. From March 2016 to August 2016, Mr. Buberl served as Deputy Chief Executive Officer (Directeur Général Adjoint) of AXA. Prior thereto, Mr. Buberl served as Chief Executive Officer of AXA Konzern AG (May 2012 to April 2016)Holdings Franchise Directorships: Equitable Financial (2020-), Chief Executive Officer for the global business line for the Health Business (March 2015 to March 2016) and Chief Executive Officer for the global business line for the Life and Savings Business (January 2016 to March 2016). From November 2008 to April 2012, Mr. Buberl served as Chief Executive Officer for Switzerland of Zurich Financial Services (“Zurich”Equitable America (2020-). Prior to joining Zurich, Mr. Buberl held various management positions with Boston Consulting Group (February 2000 to October 2005) and Winterthur Group (November 2005 to October 2008). Mr. Buberl is also Chairman of the Board of Directors of XL Group Ltd. (Bermuda) and a member of the Supervisory Board of Bertelsmann SE & Co. KGaA (Germany)., AllianceBernstein Corporation (2021-)
		~~Skills and Qualifications:~~Extensive experience and key leadership skills developed through service as an executive of financial services and insurance companies, including invaluable perspective as the Chief Executive Officer of AXA.



Francis A. Hondal
~~Gérald Harlin~~
~~Age:~~63Director since: 2020 ~~Director since:~~~~2016~~Age: 58 ~~Committee~~Committees ~~memberships:~~Compensation • ~~Audit~~ Finance and Risk		Professional Experience:~~Mr. Harlin~~ Ms. Hondal joined the Board in September 2020. Until December 31, 2022 she held the position of Executive Advisor and member of the management committee of Mastercard Inc., and previously served in a variety of senior leadership positions having first joined Mastercard in 2011, including as President, Loyalty and Engagement (2018 to 2022), as Executive Vice President of Loyalty, Marketing and Digital Services (2017); Executive Vice President, Global Credit and Global Loyalty Solutions (2015 to 2017); and Group Executive, Global Products and Solutions, Latin America and Caribbean (2011 to 2015). Previously, she was the Founder of Increventi Corp., an international business development and marketing consultancy, and enjoyed a 17-year career at American Express where she held various senior level regional and global general management roles within Consumer Products, Insurance and Finance. She began her professional career at Barnett Bank of Florida, as a Corporate Banking Officer, specializing in business development across various industries. Ms. Hondal joined the Board of Directors of Bath & Body Works, Inc. (NYSE: BBWI) (f/k/a L Brands, Inc.) in March 2021. Skills and Qualifications: Expertise in consumer financial products, customer experiences; finance, marketing, and international and general management; extensive senior leadership experience in the financial services industry. Other Equitable Holdings Franchise Directorships: Equitable Financial (2020-), Equitable America (2020-)



Arlene Isaacs-Lowe

Director since: 2022 Age: 63 Committees Audit Compensation Nominating and Corporate Governance		Professional Experience: Ms. Isaacs-Lowe has been a director since ~~September 2016~~July 2022. She joined the Board after having spent more than three decades as a respected global leader in driving growth and profitability for major firms throughout the financial services sector. Ms. Isaacs-Lowe most recently served as Special Advisor to the Executive Leadership Team (2021-2022) at Moody’s, having previously served as Global Head of Corporate and Social Responsibility (2017-2021) and as President of The Moody’s Foundation (2017-2021). She also led business development for Moody’s Financial Institutions, Real Estate, and Public, Project and Infrastructure Finance business and led the Moody’s Investors Service Relationship Management team’s market coverage across Europe, the Middle East and Africa during her nearly 25-year career at Moody’s. Prior to joining Moody’s, Ms. Isaacs-Lowe was ~~Chairman~~a real estate portfolio manager for MetLife Realty Group, Inc. and ~~Chief Executive Officer from September 2016~~served as CFO of Equinox Realty Advisors, a boutique real estate investment advisory firm. Ms. Isaacs-Lowe brings to ~~November 2017. He has been~~the Board her expertise in building multi-disciplinary teams and integrating environmental, social and governance strategies into company culture. She currently serves as a director of ~~AXA Equitable Life~~Xenia Hotels & Resorts, Inc. (NYSE: XHR) and MLOA since May 2018. Mr. Harlin has been AXA’s Deputy Chief Executive Officer (Directeur Général Adjoint) since December 2017, Chief Financial Officer since 2010, a member of AXA’s Executive Committee since July 2008 and a member of AXA’s Management Committee since July 2016. He holds various directorships within AXA: Chairman & Chief Executive Officer of AXA China (France), Chief Executive Officer and a member of the Management Board of Vinci B.V. (the Netherlands), Chairman of the Board of Directors of AXA Holdings Belgium SA (Belgium) and AXA Mediterranean Holdings, S.A.U. (Spain), Chairman of AXA Oeuvres d’Art (France) and Lor Patrimoine (France), Chairman of the Management Committee of AXA ASIA (France), a member of the Supervisory Board of AXA Liabilities Managers (France) and director of AXA Real Estate Investment Managers (France)Compass Group PLC (OTC: CMPGY). Mr. Harlin is also AXA’s permanent representative to the board of AXA Investment Managers (France). From 2003 to 2009, Mr. Harlin served as Executive Vice President, Finance & Control of AXA. From 1979 to 1990, Mr. Harlin held various positions with the Total Group. He was Head of Corporate Finance Department for North America, Mining & Chemical Subsidiaries from 1989 to 1990. Skills and Qualifications:Expertise as an audit committee financial ~~expert; extensive~~expert. Extensive senior leadership experience in the financial services industry over a nearly 25-year career with Moody’s including in finance and ~~accounting~~investment, senior leadership, talent development and consumer experience ~~and key leadership skills developed through his service as an executive, including invaluable perspective as the Chief~~functions. Other Equitable Holdings Franchise Directorships: Equitable Financial ~~Officer of AXA.~~(2022-), Equitable America (2022-)



Daniel G. Kaye

~~Age:~~64 Director since:2018 ~~Committee~~Age: 68 ~~memberships:~~ • Committees Audit (Chair) Nominating and Corporate Governance (Chair) •Finance and Risk		Professional Experience:Mr. Kaye has been a director since ~~April~~ 2018. HeSince 2019, Mr. Kaye has been a director of AXA Equitable Life and MLOA since September 2015 and AllianceBernstein Corporation since May 2017. Mr. Kaye was a member of the Board of Directors of AXA Insurance Company from April 2017 to December 2018.CME Group, Inc. (NASDAQ: CME). From ~~January~~ 2013 to ~~May~~ 2014, Mr. Kaye served as Interim Chief Financial Officer and Treasurer of HealthEast Care System (“HealthEast”). Prior to joining HealthEast, Mr. Kaye spent 35 years with Ernst & Young LLP (“Ernst & Young”) from which he retired in 2012. Throughout his time at Ernst & Young, where he was an audit partner for 25 years primarily serving the financial services industry, Mr. Kaye enjoyed a track record of increasing leadership and responsibilities, including serving as the New England Managing Partner and the Midwest Managing Partner of Assurance. ~~Mr. Kaye was a member of the Board of Directors of Ferrellgas Partners L.P. (“Ferrellgas”) from August 2012 to November 2015.~~ Skills and Qualifications:Certified Public Accountant and National Association of Corporate Directors (NACD) Board Leadership Fellow; expertise as an audit committee financial expert; extensive financial services and insurance industry experience; extensive knowledge and experience in accounting, auditing and financial matters developed through leadership roles at Ernst & Young and ~~HealthEast;~~HealthEast and as a director of Holdings, and CME. Other Equitable Holdings Franchise Directorships: Equitable Financial (2015-), Equitable America (2015-), AllianceBernstein Corporation (2017-)



Craig MacKay

Director since: 2022 Age: 60 Committees Audit Finance and Risk		Professional Experience: Mr. MacKay has been a director since June 2022. His extensive experience in private finance and governance spans over three decades, including dozens of acquisition financings, leveraged recapitalizations and refinancings across a broad spectrum of industries including financial services, business services, retail and technology. Mr. MacKay is an adviser and was formerly a Partner at England & Company LLC, an independent investment bank, from 2012 to 2022. Prior to this, Mr. MacKay served as Head of the Private Finance and Leveraged Finance Distribution Groups at Oppenheimer & Co., and headed the Private Finance and High Yield Capital Markets Origination Groups at SunTrust Robinson Humphrey. He was also the founder and managing member of HNY Associates, LLC, an investment banking boutique. Mr. MacKay began his professional banking experience at Bankers Trust Company and holds degrees from The Wharton School at The University of Pennsylvania (BS, MBA). Mr. MacKay brings to the Board a passion for the industry and a proven track record of delivering sustained value within financial services. He has key leadership and governance experience, including as a Board Director for Carver Bancorp, Inc., (NASDAQ: CARV) one of the largest African American operated banks in the United States, and serves as an Independent Trustee of the Pioneer Funds, the US mutual fund complex managed by Amundi Asset Management US, Inc. Skills and Qualifications: Expertise as an audit committee financial expert; extensive finance, investment, and management expertise; fintech, risk management, senior executive, corporate governance and talent development experience as well as experience as a director of other public reporting companies. Other Equitable Holdings Franchise Directorships: Equitable Financial (2022-), Equitable America (2022-)

☒		Definitive Proxy Statement



☒	☐	No fee ~~required.~~required


8 12				Notice of Annual Meeting of Stockholders and ~~2019~~2023 Proxy Statement


~~Kristi A. Matus~~
Mark Pearson

~~Age:~~51Director since: 2011 ~~Director since:~~~~2019~~Age: 64 ~~Committee~~Committees: ~~memberships:~~ • ~~Compensation (Chair)~~ • ~~Nominating and Corporate Governance (Chair)~~Executive		Professional Experience:Ms. Matus has been a director since March 2019. She has been a director of AXA Equitable Life since September 2015 and of MLOA since March 2019. From July 2014 to May 2016, Ms. Matus served as Executive Vice President and Chief Financial & Administrative Officer of athenahealth, Inc. (“athenahealth”). Prior to joining athenahealth, Ms. Matus served as Executive Vice President and Head of Government Services of Aetna, Inc. (“Aetna”) from February 2012 to July 2013. Prior to Aetna, she held several senior leadership roles at United Services Automobile Association (“USAA”), including Executive Vice President and Chief Financial Officer from 2008 to 2012. She began her career at the Aid Association for Lutherans, where she held various financial and operational roles for over a decade. Ms. Matus is currently a member of the Board of Directors of Tru Optik Data Corp. (“Tru Optik”), and was a member of the Board of Directors of Jordan Health Services, Inc. (“Jordan Health”) from November 2016 to December 2018. She is an Executive Advisor for Thomas H. Lee Partners L.P since October 2017. ~~Skills and Qualifications:~~Extensive insurance industry and management expertise; finance, corporate governance and key leadership skills developed through roles at athenahealth, Aetna and USAA; experience as a director of Tru Optik and Jordan Health.



Bertram L. Scott

~~Age:~~68 Director since:2019 ~~Committee~~Age: 72 ~~memberships:~~ • ~~Audit~~Committees: • ~~Finance~~Compensation (Chair) Nominating and ~~Risk~~Corporate Governance		Professional Experience:Mr. Scott has been a director since ~~March~~ 2019. Mr. Scott ~~has~~previously served as Senior Vice President of population health of Novant Health, Inc. ~~since February 2015. From November 2012 through December 2014, Mr. Scott served~~from 2015 to 2019, and prior to that as President and Chief Executive Officer of Affinity Health ~~Plan. From June 2010 to December 2011, Mr. Scott served as~~Plan; President, U.S. Commercial of CIGNA ~~Corporation. Prior thereto, he served as~~Corporation; Executive Vice President, Chief Institutional Development and Sales Officer of ~~TIAA-CREF from 2000 to June 2010~~TIAA-CREF; and as President and Chief Executive Officer of TIAA-CREF Life Insurance ~~Company from 2000 to 2007.~~Company. Mr. Scott is currently ~~a member~~Lead Director of the Board of Directors of Becton, Dickinson and Company (NYSE: BDX), and a member of the Boards of Lowe’s Companies, Inc. ~~Mr. Scott is also a director of MLOA since May 2012,~~(NYSE: LOW) and ~~a director of AXA Equitable Life since March 2019.~~Dollar Tree, Inc. (Nasdaq: DLTR) Skills and Qualifications:Expertise as an audit committee financial expert and strong strategic and operational expertise acquired through the variety of executive roles, including insurance industry and financial services experience; experience as a director of public companies. Other Equitable Holdings Franchise Directorships: Equitable Financial (2012-18, 2019-), Equitable America (2019-)



George Stansfield
~~George Stansfield~~
~~Age:~~59 Director since:2017 ~~Committee~~ ~~memberships:~~ • ~~None~~Age: 63 Committees: None		Professional Experience:Mr. Stansfield has been a director since ~~November~~ 2017. ~~He has been a director of AXA Equitable Life and MLOA since May 2017. Since December 2017,~~ Mr. Stansfield has been Deputy Chief Executive Officer (Directeur Général Adjoint) of AXA since 2017, and since ~~July~~ 2016, ~~Mr. Stansfield~~he has been Group General Secretary and a member of AXA’s Management Committee. ~~Mr. Stansfield was previously~~Previously, he served as AXA’s Head of ~~AXA’s~~ Group Human Resources ~~from 2010 to 2016~~ and ~~was AXA’s~~ Group General ~~Counsel from 2004 to 2016. Prior to 2004, Mr. Stansfield was an attorney in the AXA Group Legal Department (1996-2004) and the legal department of AXA Equitable Life (1985-1996).~~Counsel. Mr. Stansfield holds various directorships within ~~AXA:~~AXA, including as Chairman of AXA France, Chair of the Supervisory Board of AXA Liabilities Managers (France), and GIE AXA (France) ~~and Kamet (France)~~, ~~Chairman~~member of the ~~Management Committee~~Advisory Council of AXA Venture Partners (France) and director or Management Committee member of AXA ASIA (France) and AXA Life Insurance Co Ltd. (Japan). ~~Mr. Stansfield is also a Trustee of the American Library of Paris, anon-profit~~ ~~organization and the largest English language lending library on the European mainland.~~ Skills and Qualifications:Extensive experience and knowledge and key leadership skills developed through service as an executive, including experience as AXA’s Group General Secretary and Head of Group Human Resources and perspective as a member of AXA’s Management Committee. Other Equitable Holdings Franchise Directorships: Equitable Financial (2017-), Equitable America (2017-)



Charles G.T. Stonehill

~~Age:~~61 Director since:2018 ~~Committee~~Age: 65 ~~memberships:~~ • ~~Audit~~Committees: • ~~Compensation~~ • ~~Executive~~ •Finance and Risk (Chair) • ~~Nominating and Corporate Governance~~		Professional Experience:Mr. Stonehill has been a director since ~~April~~ 2018. Mr. Stonehill is currently Founding Partner of Green & Blue Advisors ~~LLC. He also~~LLC a position he has held since 2011. During his extensive financial services career, Mr. Stonehill has held senior leadership positions with Lazard Frères & Co., LLC, Credit Suisse First Boston, Morgan Stanley & Co., Inc. and JPMorgan. Mr. Stonehill currently serves as ~~nonexecutive Vice Chairman~~a member of the Supervisory Board of ~~Directors~~Deutsche Börse AG (OTCMKTS: DBOEY). Mr. Stonehill has also served as a director of Julius Baer Group Ltd. and Bank Julius Baer & Co. Ltd. Mr. Stonehill iswas also previously a ~~member of the Board of Directors~~director of CommonBond, LLC and of PlayMagnus A/S. During his financial services career, Mr. Stonehill served as the Managing Director of Lazard Frères & Co., LLC, and global head of Lazard Capital Markets from 2002 to 2004. He served as Head of Investment Banking for the Americas of Credit Suisse First Boston from 1997 to 2002 and as Head of European Equities and Equity Capital Markets at Morgan Stanley & Co., Inc., from 1984 to 1997. Mr. Stonehill began his career at JP Morgan in the oil and gas investment banking group, where he worked from 1978 to 1984. Mr. Stonehill is also a director of AXA Equitable Life since November 2017 and a director of MLOA since March 2019. Skills and Qualifications: Expertise ~~as an audit committee financial expert; expertise~~ and distinguished track record of success in the financial services industry and over 40 years’ experience in energy markets, investment banking and capital markets; experience as a director of other public companies. Other Equitable Holdings Franchise Directorships: Equitable Financial (2017-), Equitable America, (2017-18, 2019-), AllianceBernstein Corporation (2019-)


Fees (in Millions)	2018		2017		2022		2021
Audit Fees⁽¹⁾	$	22.9	$	47.7	$	25.3	$	25.7
Audit-Related Fees⁽²⁾	$	7.0	$	5.7	$	8.0	$	7.1
Tax Fees⁽³⁾	$	2.1	$	2.2	$	2.0	$	2.2
All Other Fees⁽⁴⁾	$	0	$	2.6	$	2.8	$	0
Total	$	32.0	$	58.2	$	38.1	$	35


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~							1517


16 18				Notice of Annual Meeting of Stockholders and ~~2019~~2023 Proxy Statement


~~2018~~2022 Performance Highlights			18 20
~~2018~~2022 Compensation Highlights			19 23
Compensation Discussion and Analysis			23 27
EQH Compensation Program			23 27
• Compensation Philosophy			23 27
• Compensation Decision-Making Process			23 27
• Compensation Components			26 30
Mr. Bernstein’s Compensation			43 48
• Compensation Philosophy			43 48
• Compensation Decision-Making Process			43 49
• Compensation Components			44 49
Compensation-Related Policies			47 54
• Clawbacks			47 54
• Stock Ownership Guidelines			47 54
• Hedging and Pledging			48 54
•10b5-1 Trading Plan Policy			48 55
Accounting and Tax Considerations			48 55
Consideration of Most Recent ~~“Say on Pay”~~“Say-on-Pay” Vote			49 55
Compensation Committee Report			49 55
Compensation Committee Interlocks			49 56
Consideration of Risk Matters in Determining Compensation			49 56
Compensation Tables			50 57
Chief Executive Officer Pay Ratio Information			80


18 20				Notice of Annual Meeting of Stockholders and ~~2019~~2023 Proxy Statement


~~Component~~	~~Description~~ Purpose

Total Direct Compensation
		~~Purpose~~
~~Total Direct Compensation~~
Base Salary	Fixed compensation based on a variety of factors including career experience, scope of responsibilities and individual performance	Fairly and competitively compensate executives for their positions and the scope of their responsibilities

Short-Term Incentive Compensation	Variable annual cash incentive award determined based on performance relative to corporate and individual goals	Focus executives on annual corporate and business unit goals that, when attained, drive our success

Equity-Based Awards	Variable awards consisting of equity grants subject to performance and time-based vesting requirements determined based on the importance of retention, market data and other factors	Reward long-term value creation and ensure alignment with our long-term financial success

Other Compensation and Benefits

Retirement, Health and Welfare and other Plans and Programs	Retirement savings, financial protection and other compensation and benefits providing long-term financial support and security for employees	Attract and retain high caliber executives by offering programs to all employees that assist with long-term financial support and security

Termination Benefits

Severance Benefits	Temporary income payments and other benefits for certain terminations of employment	Provide competitive total compensation packages

Change-in-Control Benefits	Benefits in the event of a termination related to a change in control	Retain executives and incent efforts to maximize stockholder value during a change in control


~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~•							23	making performance-based variable compensation the principal component of executive pay to ensure that the financial success of executives is based on corporate financial and operational success;


24 •				~~Notice~~ establishing equity-based arrangements that align executives’ financial interests with those of ~~Annual Meeting of Stockholders~~our stockholders by ensuring the executives have a material financial stake in Holdings’ common stock; and ~~2019 Proxy Statement~~


~~Target Pay Philosophy~~•
	~~To provide competitive~~structuring compensation ~~opportunities by setting total target direct compensation for executive positions at the median for total compensation with respect~~packages and outcomes to the pay for comparable positions at our peer companies, taking into account certain individual factors such as the specific characteristics and responsibilities of a particular executive’s position as compared to similarly situated executives at our peer companies.foster internal equity.


Roles and Responsibilities
~~Roles and Responsibilities~~
Chief Executive Officer		As Chief Executive Officer of Holdings, Mr. Pearson assists the Compensation Committee in its review of executive compensation other than his own. Mr. Pearson provides the Compensation Committee with his assessment of executive performance relative to the corporate and individual goals and other expectations set for the executives. Based on these assessments, he then provides his recommendations for the executives’ total compensation and the appropriate goals for each in the upcoming year. However, the Compensation Committee is not bound by his recommendations.
Human Resources		Human Resources performs many of the organizational and administrative tasks that underlie the Compensation Committee’s review and determination process and makes presentations on various topics. As Chief Operating Officer, Mr. Hurd oversees this work.
Pay Governance		~~In addition to its work prior to the IPO as described above,~~ Pay Governance ~~regularly~~ attends Compensation Committee meetings and assists and advises the Compensation Committee in connection with its ongoing review of executive compensation policies and practices. The Compensation Committee considered and confirmed Pay Governance’s independence pursuant to the NYSE listing standards ~~of the New York Stock Exchange~~ in November ~~2018.~~2022. Pay Governance does not perform any work for management.


Total Direct Compensation
Base Salary				What is it? Fixed compensation for services. What is the purpose of it? For executives, base salary is intended to provide a fair level of fixed compensation based on the position held, competitive market data, the executive’s career experience, the scope of the position’s responsibilities and the executive’s own performance.
Short-Term Incentive Compensation				What is it? Variable annual cash incentive awards determined based on performance relative to corporate and individual goals. What is the purpose of it? Short-term incentive compensation is intended to: • align cash incentive awards with corporate financial results and strategic objectives and reward executives based on corporate and individual performance; • enhance the performance assessment process with a focus on accountability; • differentiate compensation based on individual performance; and • provide competitive total annual compensation opportunities.


26 Equity-Based Awards				~~Notice of Annual Meeting of Stockholders and 2019 Proxy Statement~~


~~Total Direct Compensation~~~~(continued)~~
~~Equity-Based Awards~~				What is it? Incentive awards consisting of equity vehicles subject to multi-year vesting requirements based on performance requirements and continued service. What is the purpose of it? Equity-based awards are intended to: • align long-term interests of award recipients with those of stockholders; • provide competitive total compensation opportunities; and • ensure focus on achievement of long-term strategic business objectives.
Other Compensation and Benefits
Retirement, Health and other Plans and Programs				What is it? A comprehensive program offering retirement savings, financial protection and other compensation and benefits. What is the purpose of it? Our compensation and benefits program is intended to attract and retain high caliber executives and other employees by offering programs that assist with their long-term financial support and security.

	~~Termination Benefits~~
~~Severance Benefits~~30				Notice of Annual Meeting of Stockholders and 2023 Proxy Statement


Termination Benefits
Severance Benefits				What is it? Temporary income payments and other benefits provided for ~~certain types of~~involuntary terminations of employment. What is the purpose of it? Severance benefits are intended to treat employees fairly at termination and provide competitive total compensation packages.
Change-in-Control Benefits				What is it? Benefits in the event of a termination related to a ~~change in control.~~change-in-control. What is the purpose of it? Change-in-control benefits are intended to retain executives and incent efforts to maximize stockholder value during a change in control.