UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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☑ | Definitive Proxy Statement | |
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The Allstate Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Notice of 20182020 Annual Meeting
and Proxy Statement
What’s InsideWe create long-term
value by serving our
stakeholders, taking
appropriate risks and
leveraging our capabilities
and strategic assets.
What’s Inside | |
Letter from Independent Directors to Stockholders | |
Information on Three Voting Issues | |
Election of Directors | |
Advisory Vote on Compensation | |
Ratification of External Auditor |
The Allstate Corporation |
March 28, 2018Letter from Independent Directors
April 6, 2020
Fellow Stockholders,
Thank you for trusting usOn your behalf, we oversee Allstate’s responsibilities to overseestockholders, customers, employees and communities. This oversight includes reviewing strategy, human capital and culture, and risk and return policies. We utilize extensive dialogue with stockholders and continually improve governance practices. While a long-term perspective guides this work, our letter summarizes the long-term health and sustainability of Allstate. We focus on continuous improvement and transparency, informed by our stockholder engagement, outside advisors and best practices. Below is a list of our major initiatives and accomplishments in 2017.Board’s efforts over the last year.
Corporate GovernanceStrategy
Once again last year, we reached out to stockholders representing over one-third of our outstanding shares to discuss performance, strategy, corporate governance, and Board composition, diversity, tenure and independence as part of our effort to continuously get better. Our Chair and CEO, Tom Wilson, Lead Director, Judy Sprieser, and nominating and governance committee chair, Andrea Redmond, participated in these conversations. We implemented the following improvements to our governance practices:
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► | Allstate initiated a bold Transformative Growth Plan in 2019 to increase market share in personal property-liability, which reduces long-term strategic risk. The plan has three components: expand customer access, enhance the customer value proposition and invest in marketing and technology. Measurements are in place to assess progress against these important efforts and will be reviewed by the Board. |
► | Substantial success has been achieved in broadening Allstate’s protection offerings, with total policies in force increasing over 27% to 145.9 million in 2019. Allstate Protection Plans, formerly SquareTrade, accounted for the majority of |
► | Innovation is an
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Performance and Strategy
We regularly review Allstate’s relative competitive positioning, and actively participate and discuss strategies and key initiatives for each market-facing business and the entire corporation. We also devoted significant time to Allstate’s strategy and how to effectively capture opportunities presented by changes in the automobile industry, including autonomous vehicle technology and ride-sharing.
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Risk Oversight
Oversight of Allstate’s enterprise risk and return program is the responsibility of the full Board and the risk and return and audit committees. We implemented several enhancements:
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Human Capital and Culture
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► | Culture is vital to serving your interests. Allstate was once again named “A Most Ethical Company” by Ethisphere as a result of focus from the boardroom to frontline employees. We define culture as “a self-sustaining system of shared values, principles and priorities that shapes beliefs, drives behavior and influences decision making within an organization.” This definition creates a foundation for the risk and return committee, which added culture as a key risk category. |
► | Leadership is also critical to success. Substantial time is spent interacting with |
Executive Compensation and Succession
We completed our annual evaluation of the executive compensation program to ensure alignment with long-term interests of stockholders. The say-on-pay proposal received 95% support at the 2017 annual meeting. No significant changes were made to our programs in 2017.
Management succession for the CEO and senior leaders is reviewed four times annually across multiple time periods (immediate, less than 2 years, 3 to 5 years, and over 5 years) and under different operating scenarios. Most recently, our robust succession strategy and careful planning resulted in several internal senior leadership promotions in connection with the retirement of Matt Winter, Allstate’s President, including Steve Shebik to Vice Chair, Glenn Shapiro to President of Allstate Personal Lines, and Mario Rizzo to Executive Vice President and Chief Financial Officer. We are confident these leadership changes will enable Allstate’s long-term success.
Capital Management and Stockholder Return
Capital allocation decisions are aligned with Allstate’s enterprise risk and return management principles: maintain a strong foundation, build strategic value, and optimize return per unit of risk. Investments were made in existing businesses to support long-term profitable growth. With the acquisition of SquareTrade, Allstate expanded the protection products it offers to customers.
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Risk and Return
► | The risk and return committee and the full Board ensure strategic, operational and financial risks are balanced with generating attractive returns on capital. We continue the industry leading practices of using an independent consultant to assess cybersecurity preparedness and the chief risk officer to assess Allstate’s political engagement usingPrinciples and Guidance for Responsible Corporate Political Engagementpublished by Transparency International UK. |
► | Climate change has a significant impact on Allstate’s business and for 25 years the company has successfully advocated for addressing the impacts of climate change. Hurricane and earthquake insurance pools, stronger building codes, new insurance products and pricing approaches, and reinsurance have been used to serve both customers and stockholders. Allstate discloses significant information related to climate-related risks, including the Board’s oversight, the impact on the company’s business and strategy, and the practices to assess, identify and manage these risks. |
► | In 2019, the oversight of sustainability was formally assigned to the nominating and governance committee, which reviews sustainability twice a year including once in conjunction with the full Board. |
Independent nominating and governance committee formally assumed oversight of sustainability matters. |
2020 Proxy Statement 3
Governance
► | As a Board, we oversaw and participated in a comprehensive dialogue throughout the year with stockholders representing 40% of Allstate’s outstanding shares. This dialogue led us to broaden and accelerate disclosure of political activity, modify the performance stock award metrics to include Relative Total Shareholder Return, |
► | Board performance is evaluated at every meeting and |
Societal Responsibilities
Allstate maintains a strong reputation by operating with integrity, serving customers and improving local communities. This includes the following:
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► | We were pleased that these efforts resulted in a significant proxy advisory firm. |
The roles of corporations and capitalism in society are being actively debated in many venues. Allstate is at the forefront and |
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We welcome your feedback on this letter or other matters importantof importance to Allstate. You can reach us by email at directors@allstate.com.
We pledge to continue to work hard for you to ensure the sustainability and success of Allstate’s long-term strategies and commitment to enhance the communities it serves.independently represent your interests. Thank you for your continued support.
For more information on how we measure up, see Allstate’sProsperity Report. |
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NOTICE OF 2018 ANNUAL MEETING OF STOCKHOLDERSNotice of 2020 Annual Meeting of Stockholders
When
Tuesday, May 19, 2020, at 11:00 a.m. Central time. Registration begins at 10:00 a.m.
Where
www.virtualshareholdermeeting.com/ALL2020
As part of our precautions regarding the coronavirus (COVID-19) and to support the health and well-being of our stockholders, the 2020 Annual Meeting of Stockholders will be held in a virtual meeting format only. You will not be able to attend the annual meeting physically. The accompanying proxy materials include instructions on how to participate in the meeting and how you may vote your shares.
Items of Business | ||
1 | Election of 10 directors. | |
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Say-on-pay: advisory vote on the compensation of the named executives. | ||
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Ratification of appointment of Deloitte & Touche LLP as Allstate’s independent registered public accountant for | ||
2020. | ||
In addition, any other business properly presented may be acted upon at the meeting.
Who Can Vote:
Who Can Attend:Stockholders who wish to attend the meeting in person should reviewpages 81-82.
Date of Mailing:On or about March 28, 2018, these proxy materials and annual report are being mailed or made available to stockholders and to participants in the Allstate 401(k) Savings Plan.
By Order of the Board,
Susan L. LeesSecretaryMarch 28, 2018
Who Can Vote | Who Can Attend | Date of Mailing | ||
Holders of Allstate common stock at the close of business on March 20, 2020. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals. | Stockholders who wish to participate in the meeting should review | On or about April 6, 2020, these proxy materials and annual report are being mailed or made available to stockholders and to participants in the
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By Order of the Board,
SUSAN L. LEES
SECRETARY
APRIL 6, 2020
2020 Proxy Statement 5
Allstate’s Shared Purpose Guides the Company
Our Shared Purpose
We are the Good Hands®We help customers realize their hopes and dreams by providing the best products and services to protect them from life’s uncertainties and prepare them for the future. |
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Allstate’s Shared Purpose Guides the Company
The Value We Create
Financial Highlights
INCOME* | ADJUSTED NET INCOME PER COMMON SHARE* | ADJUSTED NET INCOME RETURN ON COMMON EQUITY* | BOOK VALUE PER COMMON SHARE | |||
POLICIES IN FORCE | TOTAL SHAREHOLDER RETURN VS. PEER(1)RETURNS | |
Excluding Allstate Protection Plans (formerly known as SquareTrade) | |
Allstate Protection Plans |
2019 Highlights |
Operating Priorities | Human Capital Management | |
►Better serve customers- Enterprise net promoter score increased with improvement at most businesses. ►Grow customer base- Property-Liability policies increased 1.3% from prior year to 33.7 million. Total policies in force increased 27.7% to 145.9 million. ►Achieve target returns on capital- Adjusted Net Income Return on Common Equity* of 16.9%. ►Proactively manage investments- Total return of 9.2% on $88.4 billion investment portfolio in 2019. ►Build long-term growth platforms- Accelerating Transformative Growth Plan, a multi-year initiative to increase property-liability market share. Expanding circle of protection with Allstate Protection Plans, Allstate Identity Protection and Arity. | ►Living into inclusive diversity, with69% diverse employees and 30% female and 12% minority officer representation. ►Invested in re-skilling opportunities,with over 10,000 employees attending Allstate’s Global Learning Week and 3,600 participating in quarterly skill building sessions. ►11 employee resource groups (voluntary, employee-led groups designed to foster an inclusive workplace) increased to 9,166 members in 2019 (29% higher than the prior year). |
Innovation | Corporate Responsibility | ||
►Recognized as a top 10 innovative company by the Drucker Institute two years in a row. ►Expanded shared economy solutions with commercial coverage for drivers of a transportation networking company to 15 states. ►Expanded use of telematics-based auto insurance products to more accurately price insurance and encourage safe driving. | ►Gave nearly $46 million in charitable contributions throughout the nation, including contributions from Allstate, The Allstate Foundation, employees and agency owners. ►Helped over 14 million youth participate in service-based and social-emotional learning through The Allstate Foundation’s youth empowerment program. ►Empowered more than 2 million domestic violence survivors since 2005 through The Allstate Foundation’s program focused on breaking the cycle of domestic violence through financial empowerment. ►Supported state and local communities through investments in $3.08 billion of municipal bonds. ►Expanded access to affordable housing by investing in $281 million of federal low-income housing tax credits and $57 million in state low-income housing tax credits. ►Amplified Allstate’s community connections with more than 35% of our executives serving on nonprofit boards. | ||
Allstate brand Drivewise® available in 50 states and the District of Columbia. | |||
Allstate brand Milewise® available in 14 states. | |||
Esurance brand DriveSense® available in 37 states. | |||
Encompass brand Route ReportSMavailable in 16 states. |
See our Prosperity Report for more information on how Allstate is building a better future.
* | Measures used in this proxy statement that are not based on generally accepted accounting principles (“non-GAAP”) are denoted with an asterisk (*). For definitions of these terms, please see the definitions of non-GAAP measures onpages 88-91of our 2020 Proxy Statement. |
(1) | The peers are listed onpage 58. |
(2) | Market Cap Weighted Average |
2020 Proxy Statement 7
This summarysection highlights selected information about the items to be voted on at the annual meeting. This summaryIt does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.
Meeting Agenda and Voting Recommendations
Proposal 1 | Election of 10 Directors | ||||
The Board recommends a voteFOReach nominee. ✓ | |||||
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AC(2) |
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Kermit R. Crawford | President and Chief Operating Officer of Rite Aid Corporation | 5 | 1 | ● | ● | |||||||||||||
Michael L. Eskew | Former Chairman and CEO of United Parcel Service, Inc. | 4 | 3 | ● | ● | |||||||||||||
NEW | Margaret M. Keane(4) | President and CEO of Synchrony Financial | <1 | 1 | ||||||||||||||
Siddharth N. Mehta | Former President and CEO of TransUnion | 4 | 2 | ● | ● | |||||||||||||
Jacques P. Perold | Former President of Fidelity Management & Research Company | 2 | 1 | ● | ● | |||||||||||||
Andrea Redmond | Former Managing Director of Russell Reynolds Associates Inc. | 8 | 0 | ● | ● | |||||||||||||
NEW | Gregg M. Sherrill(4) | Executive Chair and former Chair and CEO of Tenneco Inc. | <1 | 2 | ||||||||||||||
Judith A. Sprieser Lead Independent Director | Former CEO of Transora, Inc. and senior executive at Sara Lee Corporation | 19 | 2 | ● | ● | ● | ||||||||||||
Perry M. Traquina | Former Chairman, CEO and Managing Partner of Wellington Management Company, LLP | 1 | 2 | ● | ● | |||||||||||||
Thomas J. Wilson | Chair, President, and CEO of The Allstate Corporation | 12 | 0 |
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Proxy Summary Meeting Agenda and Voting Recommendations
BOARD NOMINEE HIGHLIGHTS
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GOVERNANCE HIGHLIGHTS
Allstate has a history of strong corporate governance guided by three primary principles -dialogue, transparency and responsiveness.The Board has adjusted our governance over time to align with best practices, drive sustained stockholder value and serve the interests of stockholders.
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Meeting Agenda and Voting Recommendations Proxy Summary
EXECUTIVE COMPENSATION HIGHLIGHTS
We compensated our named executives using the following elements for total target direct compensation in 2017:
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Our executive compensation programs have delivered pay supported by performance. The following charts show CEO total compensation in comparison to Total Shareholder Return and Adjusted Net Income per Diluted Common Share over the last three years.
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Proxy Summary Meeting Agenda and Voting Recommendations
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A Balanced Board
The Board is composed of 10 directors with a broad and complementary set of business skills, educational and professional experiences, personalities, backgrounds, perspectives and genders.
INDEPENDENT DIRECTOR TENURE | BOARD DIVERSITY | RELEVANT SKILLS AND EXPERIENCE | ||||||
6.8 years | 50% | 80% | 90% | |||||
average independent director tenure | diverse | Board governance experience | Corporate leadership experience | |||||
NOMINATION PROCESS FOR BOARD ELECTION | ||||
The Board regularly considers potential director candidates in anticipation of retirements, resignations, or changing business dynamics. This graphic describes the process to identify highly qualified candidates for Board service. |
CONSIDER CURRENT BOARD SKILL SET AND NEEDS | MEET WITH QUALIFIED CANDIDATES | CHECK CONFLICTS OF INTEREST | BOARD DIALOGUE | |||
►Ensure Board is strong in strategic oversight, corporate governance, stockholder advocacy, and leadership and has diversity of expertise, perspectives and backgrounds | ►The nominating and governance committee, Lead Director, Board Chair and others meet candidates to ensure desired qualities such as independence of mind, tenacity and skill set to meet existing and future business needs | ►All candidates are screened for conflicts of interest and independence | ►After deliberations, recommend director candidates; added four highly |
Director Nominees’ Skills and Experience8 www.allstateproxy.com
Proxy Voting Roadmap
The Director Nominees Corporate Governanceat a Glance
Career Highlights | Committees | ||||
THOMAS J. WILSON | Industry thought leader with a thorough understanding of Allstate’s business, industry, risk management processes, and strategic initiatives through holding key leadership roles over a 25-year career at Allstate | ||||
JUDITH A. SPRIESER | Wide-ranging operational and leadership experience at technology services and consumer goods companies and significant experience serving on public company boards | ||||
KERMIT R. CRAWFORD | |||||
Audit Committee Chair | Managed strategy, performance and | ||||
MICHAEL L. ESKEW | |||
Compensation and Succession Committee Chair | Guided the successful transformation of a | ||
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Corporate Governance Director Nominees
Risk and Return Committee Chair | Extensive strategic and operational leadership experience in the financial services industry, and proven success in expanding global reach through the use of technology and advanced analytics | |||
ANDREA REDMOND | Expertise in public company CEO and senior management succession planning, human capital management, and executive compensation across a wide range of industries, including financial services | |||
MARGARET M. KEANE | Directs the strategy and operations of a financial services business, expanding its focus on e-commerce and mobile capabilities to deliver an innovative consumer experience | |||
JACQUES P. PEROLD | Strong investment expertise in the financial services industry, and led the strategy and operations of one of the world’s largest asset management firms | |||
GREGG M. SHERRILL | Broad strategic and operational leadership experience in the automotive industry, and brings valuable insights into anticipated transformation of the personal transportation system | |||
PERRY M. TRAQUINA | Strong financial services and investment management expertise as leader of one of the world’s largest global investment management firms |
Committee Chair | Audit Committee | Compensation and Succession Committee | Executive Committee | Nominating and Governance Committee | Risk and Return Committee |
2020 Proxy Statement 9
Proxy Voting Roadmap
PROPOSAL 2 | Say-on-Pay: Advisory Vote on the Compensation of the Named Executives The Board recommends a voteFORthis proposal. ✓ ►Independent oversight by compensation and succession committee with the assistance of an independent consultant. ►Compensation programs are working effectively. Annual incentive compensation funding for our named executives in 2019 was 117.5% of target, reflecting above target performance on Performance Net Income and below target performance on Total Premiums and Net Investment Income. | ||||
See | |||||
Executive Compensation Highlights
We compensated our named executive officers (“NEOs”) using the following elements for total target direct compensation in 2019:
Target Compensation Mix | |||||||
Element | Description | CEO | Other NEOs | ||||
| Salary | Targeted at 50thpercentile of peers to support Allstate’s goal of attracting and retaining executive talent | |||||
Annual Cash Incentive | Targets established based on company performance against three performance measures: Total Premiums, Performance Net Income, and Net Investment Income ►Amounts awarded to each NEO based on pool funding and individual performance | ||||||
Long-term Equity Incentive | The mix of equity incentives granted in 2019 was 60% performance stock awards (“PSAs”) and 40% stock options ►Awards granted were based on target amounts and individual performance ►Actual PSAs vesting will be determined by Average Performance Net Income Return on Equity (“ROE”) (70%) and Earned Book Value (30%) results (both measured over a three-year period) ►For the 2020-2022 PSAs, a Relative Total Shareholder Return (TSR) performance measure replaced the Earned Book Value measure. The 2020 award will vest based on results for Average Performance Net Income ROE (70% weighting) and Relative TSR (30% weighting). |
Named Executive | 2017 Annual Incentive ($) | 2018 Annual Incentive ($) | 2019 Annual Incentive ($) | ||||
Mr. Wilson | 6,759,264 | 6,719,194 | 4,730,100 | ||||
Mr. Rizzo(1) | — | 1,510,788 | 1,053,000 | ||||
Mr. Civgin | 1,806,645 | 1,900,000 | 1,400,000 | ||||
Mr. Shapiro(1) | — | 2,050,000 | 1,366,000 | ||||
Mr. Shebik | 2,600,000 | 2,945,289 | 2,037,000 |
* | This measure is defined and reconciled to the most directly comparable GAAP measures in Appendix A. |
(1) | For Messrs. Rizzo and Shapiro, only the last two fiscal years are shown as this is their second year as named executives. |
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Proxy Voting Roadmap
PROPOSAL 3 | Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2020 The Board recommends a vote FOR ratification of ✓ ►Independent firm with few ancillary services and reasonable fees. ►Significant industry and financial reporting expertise. ►The audit committee annually evaluates Deloitte & Touche LLP and determined that its retention continues to be in the best interests of Allstate and its stockholders. | ||||
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2020 Proxy Statement 11
About Allstate Allstate is one of the nation’s largest insurers with 145.9 million policies in force, protecting cars, homes, motorcycles, lives, personal devices and identities. Its products are sold through Allstate agents, independent agents, call centers, online, major retailers and voluntary benefits brokers. The company harnesses the talent of approximately 88,000 Allstaters. It recently was included in the Drucker Institute list of the nation’s 250 best managed companies. | ||||
NEW | Report Highlights | |||
See information about the Board’s oversight of sustainability initiatives and human capital management onpages 28-30 | ||||
See information about Allstate’s comprehensive process for ensuring pay equitypage 28 | ||||
See information about increased oversight of culture onpage 27 | ||||
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1 | Election of 10 Directors The Board recommends a voteFOReach nominee. ✓ ►All candidates are highly successful executives with relevant skills and expertise. ►Average tenure of 7.5 years, with 9 of 10 directors independent of management. ►Diverse slate of directors with broad leadership experience; three out of four committee chairs and the independent Lead Director bring gender or ethnic diversity. ►Industry-leading stockholder engagement program and highly-rated corporate governance practices. | ||
The Board recommends 10 nominees for election to the Allstate Board for one-year terms beginning in May 2020 and until a successor is duly elected and qualified or his or her earlier resignation or removal.
Each nominee was previously elected at Allstate’s annual meeting of stockholders on May 21, 2019, for a one-year term. The Board expects all nominees named in this proxy statement to be available for election. If any nominee is not available, then the proxies may vote for a substitute. On the following pages, we list the reasons for nominating each individual.
Director Nominees’ Skills and Experience
Our Board selected the nominees based on their diverse set of skills and experience, which align with our business strategy and contribute to the effective oversight of Allstate. Our nominees are talented, both as individual business leaders and as a team. Fifty percent of our Board is ethnically or gender diverse. They bring a full array of business and leadership skills to their oversight responsibilities. Most nominees serve on other public company boards, enabling our Board to more quickly adopt best practices from other companies. Their diversity of experience and expertise facilitates robust dialogue and thoughtful decision-making on Allstate’s Board.
Core Competencies Required of All Director Nominees
STRATEGIC | STOCKHOLDER | CORPORATE | LEADERSHIP 100%of Directors | ||||||||
Additional Capabilities that Facilitate Oversight of Our Business
Financial Services | Complex, Highly Regulated Businesses | ||||
Risk Management | Sustainability | ||||
Accounting and Finance | Succession Planning and Human Capital Management | ||||
Technology and/or Cybersecurity | Innovation and Customer Focus | ||||
Global Perspective | Government, Public Policy and Regulatory Affairs |
2020 Proxy Statement 13
Corporate Governance > Director Nominees
Director Nominees
Kermit R. Crawford Independent | Michael L. Eskew Independent | ||||
Kermit effectively transformed the pharmacy experience from a model focused primarily on drug delivery to a pharmacist-patient centric model. | Michael led the redesign of UPS’ operational platforms using digital technologies to more effectively and efficiently deliver a customer-focused worldwide service. | ||||
Professional Experience ►Former President and Chief Operating Officer of Rite Aid Corporation, which operates one of the leading retail drugstore chains in the United States. ►Former Executive Vice President and President, Pharmacy, Health and Wellness for Walgreen Co., which operates one of the largest drugstore chains in the United States. ►Former Director at LifePoint Health. Relevant Skills ►Expertise assessing the strategies and performance of a geographically distributed and consumer-focused service business in a highly competitive industry. ►Effectively led operational change, including through the use of technology, and established strong platforms for long-term stockholder value creation. ►Extensive knowledge of analyzing consumer experience and insights. Other Public Board Service ►TransUnion (2019–present) | Professional Experience ►Former Chairman and CEO of United Parcel Service, Inc., a provider of specialty transportation and logistics services. ►Lead director at International Business Machines Corporation since May 2014 and Lead Director at 3M Company since 2012. Relevant Skills ►Expertise in strategy, leadership development, human capital management and corporate culture. ►Oversight of a highly regulated company as a director of Eli Lilly and Company. Other Public Board Service ►Eli Lilly and Company (2008–present) ►IBM (2005–present) ►3M Company (2003–present) | ||||
Allstate Board Service Committee Assignments and Rationale ►Responsibility for all aspects of strategic, operational, and profit and loss management of one of the largest drugstore chains in the United States. ►Board leadership and seven years tenure on Allstate Board. ►Former member of the audit and compliance committee at LifePoint Health. Risk and Return Committee ►Operational experience at large, geographically dispersed service organizations. ►Chair of Allstate audit committee. | Allstate Board Service Committee Assignments and Rationale ►Significant management experience as former Chairman and CEO of UPS from 2002 to 2007 and director of other publicly traded companies. ►Former chair of the 3M compensation committee and member of the Eli Lilly compensation committee. Audit Committee ►Chair of the IBM audit committee, former chair of Eli Lilly audit committee, member of the Eli Lilly audit committee and a past member of the 3M audit committee. ►Successful execution of financial oversight responsibilities as CEO of UPS. |
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Director Nominees < Corporate Governance
Margaret M. Keane Independent | Siddharth N. (Bobby) Mehta Independent | ||||
Margaret is an active CEO leading strategic, operational, and technology transformation in the rapidly changing consumer payments industry. | As a CEO, Bobby demonstrated successful leadership that increased revenues and global reach through the use of technology and advanced analytics. | ||||
Professional Experience ►Current CEO and former President of Synchrony Financial, a consumer financial services company. ►Former President and CEO of GE Capital Retail Finance. Relevant Skills ►Extensive operational and strategic experience in the financial services industry as CEO of Synchrony Financial. ►Valuable insights into innovation, technology transformation, human capital management and employee development. ►Successful leadership experience across roles spanning consumer finance, vendor financial services, operations and quality. Other Public Board Service ►Synchrony Financial (2014–present) | Professional Experience ►Former President, CEO, and current director of TransUnion, a global provider of credit information and risk management solutions. ►Former Chairman and CEO, HSBC North America Holdings Inc. ►Former CEO, HSBC Finance Corporation. ►Former Director of Piramal Enterprises Ltd. Relevant Skills ►Extensive operational and strategic experience in the financial services industry, including in banking and the credit markets, which provides valuable insights into the highly regulated insurance industry and investment activities. Other Public Board Service ►JLL (Jones Lang LaSalle Incorporated) (2019–present) ►Northern Trust Corp. (2019–present) ►TransUnion (2012–present) | ||||
Allstate Board Service Committee Assignments and Rationale ►Substantial experience in establishing management performance objectives and specific goals. ►Significant current market knowledge of executive compensation as CEO of Synchrony Financial. Nominating and Governance Committee ►Significant management experience as the CEO of Synchrony Financial. ►Thought leader and driver of inclusion and diversity initiatives. | Allstate Board Service Committee Assignments and Rationale ►Significant experience in financial markets ►In-depth understanding and experience in risk and return management as a director and former chief executive officer. Audit Committee ►Multiple leadership positions ►Chair of Allstate risk and return committee. |
Director Nominees Corporate Governance > Director Nominees
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Andrea’s insights and judgment on leadership helped companies and high-performance organizations execute their corporate strategies. | ||||||
Professional Experience Relevant Skills | ||||||
Other Public Board Service | ||||||
Professional Experience Relevant Skills Other Public Board Service ►None | |||||
Allstate Board Service Committee Nominating and Governance Committee ►Investor perspective on corporate governance as a result of asset management expertise. Risk and Return Committee ►Significant experience in management and oversight of risk for three large asset management firms. ►Current trustee of several mutual funds. | Allstate Board Service Committee Assignments and Rationale ►Significant expertise recruiting and evaluating directors for a variety of public companies. Compensation and Succession Committee ►Experience in executive recruiting, succession planning, and human capital management. ►Extensive experience working with numerous publicly traded companies to recruit and place senior executives. |
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Director Nominees <
Corporate GovernanceDirector Nominees
Independent |
Independent Lead Director | |||||
Judith has extensive service on boards of publicly traded and international companies, and significant operating experience. | ||||||
Professional Experience Relevant Skills | ||||||
Other Public Board Service | ||||||
Professional Experience Relevant Skills | |||||
Other Public Board Service ►Newell Brands Inc. (2018–present) | |||||
Allstate Board Service Committee Assignments and Rationale ►Multiple leadership positions with financial oversight responsibility, including as Chairman and CEO at Tenneco. Nominating and Governance Committee ►Significant board leadership experience as the Chairman and former CEO of Tenneco, including oversight over sustainability and governance matters. | Allstate Board Service | ||||
Director since 1999(21 years of tenure) The Board has determined that Ms. Sprieser’s independence from management has not been diminished by her tenure on the Board. She is a valued leader who fulfills her responsibilities with integrity and independence of thought and has significant experience serving at Allstate under different operating environments and management teams. Committee Lead Director Nominating and Governance Committee ►Current member of nominating and governance committee at Intercontinental Exchange Inc. and former member of nominating and governance committee at Newell Brands. Risk and Return Committee |
2020 Proxy Statement 17
Director Nominees Corporate Governance > Director Nominees
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Board | |||||
Tom possesses a thorough and in-depth understanding of Allstate’s business, including its employees, agencies, products, investments, customers, and investors. | ||||||
Professional Experience ►Held a series of positions of increasing responsibility at Wellington, including Partner and President. Relevant Skills ►Brings valuable market-oriented investor perspective. | ||||||
Other Public Board Service | Professional Experience ►CEO since January 2007 and Chair of Board since May 2008. ►Former director at State Street Corporation. Relevant Skills ►Key leadership roles throughout Allstate over 25 years. ►Developed Allstate’s Shared Purpose and corporate strategy to grow market share in protecting people from life’s uncertainties. ►Created and implemented Allstate’s risk and return optimization program, allowing Allstate to simultaneously withstand the 2008 financial market crisis and adapt to increases in severe weather and hurricanes. ►In-depth understanding of the insurance industry. ►Industry and community leadership, including former chair of the Financial Services Roundtable, chair of the U.S. Chamber of Commerce, co-chair of a public-private partnership to reduce violence in Chicago, and national and Illinois co-chair for WE. Other Public Board Service ►None | |||||
Allstate Board Service Committee Compensation and Succession Committee ►Stockholder perspective on compensation and succession as a significant investor and director of other Risk and Return Committee ►In-depth understanding of financial markets, asset allocation strategies, and investment performance management. |
Allstate Board Service | |||
Committee Executive Committee |
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Corporate Governance Board Composition and Nominee Considerations
Board Composition and Nominee Considerations
TheEffective Board and nominating and governance committee believe thatGovernance at Allstate each director should be well-versed in strategic oversight, corporate governance, stockholder advocacy, and leadership in order to be an effective member of the Allstate Board.In addition to this fundamental expertise, the Board and committee seek directors with experience in the areas listed onpage 10.
The Board and committee expect each non-employee director to be free of interests or affiliations that could give rise to a biased approach or a conflict of interest and be free of any significant relationship with Allstate that would interfere with the exercise of independent judgment. The Board and committee also expect each director to devote the time and effort necessary to serve as an effective director and act in a manner consistent with a director’s fiduciary duties of loyalty and care. Allstate executive officers may not serve on boards of other corporations whose executive officers serve on Allstate’s Board.
The Board also has limits on the number of other public boards on which our directors may sit. Directors who are active executives may serve on the board of no more than two other public companies, and other directors
may serve on the board of no more than four other public companies (in addition to Allstate’s Board in each case).
Board nominees are identified through a retained search firm, suggestions from current directors and stockholders, and through other methods including self-nominations. Our newest directors, Ms. Keane and Mr. Sherrill, were identified by a search firm.
The nominating and governance committee will consider director candidates recommended by a stockholder in the same manner as all other candidates recommended by other sources. A stockholder may recommend a candidate at any time of the year by writing to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite F7, Northbrook, Illinois 60062-6127.
All candidates are evaluated and considered for their diversity, including gender, ethnic and diversity of background, expertise, and perspective, as well as the criteria described in ourCorporate Governance Guidelinesat www.allstateinvestors.com.
A stockholder or group of up to 20 stockholders owning 3% or more of Allstate’s outstanding common stock continuously for at least three years can nominate director candidates constituting up to 20% of the Board in the company’s annual meeting proxy materials.
Nomination Process for Board Election
The Board continuously identifies potential director candidates in anticipation of retirements, resignations, or the need for additional capabilities. The graphic below describes the ongoing process to identify highly qualified candidates for Board service.
Board Composition and Nominee Considerations�� < Corporate Governance
EVALUATION PROCESSEffective Board Governance at Allstate
2020 Proxy Statement 19
Corporate Governance > Board Composition
Board Composition |
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Board Effectiveness < Corporate Governance
Board Effectiveness |
Evaluation Process
Allstate’s Board evaluation processes includeprocess includes multiple layersassessments and reviews performed throughout the year. They ensureThis process ensures that the Board’s governance and oversight responsibilities are updated to reflect best practicepractices and are well executed. TheyThese evaluations include discussions after every meeting, an annual Board assessment and individual director evaluations.
Steps to Achieve Board Effectiveness
Evaluation at every in-person meeting | Annual Evaluation | Biennial review of responsibilities and time allocation | |||||||||
PERFORMED BY | Independent Directors | Board | Board and Committees | ||||||||
DESCRIPTION |
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Individual Directors | ||||||
Annual evaluation | Change in circumstances | |||||
PERFORMED BY | Lead Director, nominating and governance committee chair, and Board Chair | Board | ||||
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2019 OUTCOME | Based on the Board’s annual evaluation process, the nominating and governance committee reviewed feedback and established action items for the upcoming year. Results of individual director evaluations were used by the nominating and governance committee in connection with the annual nomination process. Specific action plans were discussed with each director. |
2020 Proxy Statement 21
Corporate Governance > Board Effectiveness
2019 Annual Evaluation Feedback and Action Items
FEEDBACK ON EVALUATIONS IS PROVIDED TO THE NOMINATING AND GOVERNANCE COMMITTEE AND ACTION | ||||||||||
►Strategy and Operational Oversight.Directors value the annual 2 1/2 day strategy session and the materials and discussions related to management succession, financial performance and risk and return management. | ►Board Structure and Governance.Directors believe their governance processes are effective, particularly those related to involving the Lead Director and committee chairs in the formulation of meeting agendas and materials. | ►Information and Resources.Directors value the information, resources and support they receive from management. | ||||||||
►Action Item- Management will provide additional reports to the Board on the implementation of the Transformative Growth Strategy. | ►Action Item- The committee agendas and charters will be reviewed to ensure the clear delineation of responsibilities for environmental, social and governance (“ESG”) matters among the committees. | ►Action Item– Management will provide quarterly education materials to directors, which could include significant developments related to investors, customers, employees, agents and competitors. |
Director Onboarding and Continuing Education
ORIENTATION | CONTINUING PERSONAL DEVELOPMENT | BEYOND THE BOARDROOM | ||||
All new directors participate in a robust director orientation and onboarding process to ensure a working knowledge of Allstate’s business, strategies, operating performance and culture and a successful integration into boardroom discussions as soon as possible. To assist with their development, all new directors are invited to attend all committee meetings prior to their appointment to a particular committee. As part of their onboarding and during their tenure, directors regularly meet with senior leaders and employees below the senior leadership level. These interactions are offered in various forums, including one-on-one meetings and larger group sessions. | Allstate encourages and facilitates director participation in continuing education programs, and each director is given the opportunity to become a member of the National Association of Corporate Directors. | Throughout their tenure, directors continue to participate in informal meetings with other directors and senior leaders to share ideas, build stronger working relationships, gain broader perspectives, and strengthen their working knowledge of Allstate’s business, strategy, operating performance and culture. In 2019, more than 20 additional meetings were held. |
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Board Effectiveness < Corporate Governance
Our Commitment to Effective Governance
Allstate has a history of strong corporate governance guided by three primary principles:dialogue, transparency and responsiveness. The Board has enhanced governance policies over time to align with best practices, drive sustained stockholder value and serve the interests of stockholders. Allstate’s key governance practices are included below.
STOCKHOLDER RIGHTS ►Annual election of directors with a majority vote standard in uncontested elections ►Proxy access rights permitting a stockholder or group of up to 20 stockholders owning 3% or more of Allstate’s outstanding common stock continuously for at least three years to nominate director candidates constituting up to 20% of the Board ►No stockholder rights plan (“poison pill”) and no supermajority voting provisions ►Confidential voting ►Right to call a special meeting and request action by written consent for stockholders with 10% or more of outstanding shares | INDEPENDENT OVERSIGHT ►Strong independent Lead Director and committee chair roles with clearly articulated responsibilities ►Independent Board committees ►Nine out of ten directors are independent ►Executive sessions at every in-person Board and committee meeting without management present ►Independent reviews by the Board, audit, and risk and return committees of Allstate’s strategy, business, and the related key risks and mitigation activities Seepages 27-30for information on expanded Board oversight of culture and sustainability initiatives ►Use of outside experts such as independent auditors, compensation consultants, governance specialists, cybersecurity experts, board search firm representatives, and financial advisors Seepage 28for information about the external pay equity analysis completed in 2019 |
GOOD GOVERNANCE ►Extensive Board dialogue with formal processes for stockholder engagement and frequent cross-committee communications ►Annual letter to stockholders from the directors on Board accomplishments since 2012 ►Requests for stockholder engagement with holders of at least 1/3 of outstanding shares each year ►Robust Board and committee self-evaluation process, including at the end of each in-person meeting and annual reviews for the entire Board and each individual director ►Enhanced comprehensive Sustainability Report with information on public policy (including political contributions), climate change, information security, environmental, social, and governance performance and management, and inclusive diversity ►Robust Global Code of Business Conduct and ethics training for all directors ►Effective director education program ►Strong equity ownership requirements for executives and directors ►CEO emergency succession plan reviewed and formalized | INVESTOR STEWARDSHIP GROUP Allstate believes that strong and effective governance practices are critical to long-term value creation. To achieve that goal, Allstate follows the six corporate governance principles set out by the Investor Stewardship Group for U.S.-listed companies. These principles are: (1)boards are accountable to stockholders; (2)stockholders should be entitled to voting rights in proportion to their economic interest; (3)boards should be responsive to stockholders and be proactive in order to understand their perspectives; (4)boards should have a strong, independent leadership structure; (5)boards should adopt structures and practices that enhance their effectiveness; and (6)boards should develop management incentive structures that are aligned with the long-term strategy of the company. |
2020 Proxy Statement 23
Corporate Governance > Board Oversight
Risk Management
The Board oversees Enterprise Risk and Return Management (“ERRM”), including management’s design and implementation of ERRM practices. The chief risk officer’s assessment of Allstate’s overall risk position and alignment with risk and return principles is reviewed throughout the year. Significant risks, including those affected by climate change, financial markets, cybersecurity and privacy threats, are regularly identified, measured, managed, and reported. Risk and return perspectives are shared with the Board across six risk types: financial, insurance, investment, operational, strategic, and culture (elevated to a risk category in 2019). The key risk areas overseen by each Board committee are included below.
Board of Directors | ||
Risk and Return Committee | Audit Committee | ||||
►Oversees the effectiveness of Allstate’s ERRM framework, governance structure and decision making Reported at each meeting through a risk summary report that identifies key risks, measurement of the risk profile, and alignment with risk and return principles Includes a review of the chief risk officer’s assessment of strategic and operating plans Reviews extremely low frequency scenarios (“ELFs”) at least annually ►Reviews regulatory Own Risk and Solvency Assessment (“ORSA”) report ►Reviews risk factors included in our Form 10-K, including risks related to climate change and severe weather ►The audit committee chair is a risk and return committee member to enhance cross-committee communication ►The chief risk officer attends all meetings and has regular executive sessions with the committee ►The chief audit executive attends all meetings ►Culture was elevated to a key risk category in Allstate’s enterprise risk and return management framework and was reviewed over multiple meetings | ►Oversees Allstate’s internal controls related to key risks and the major financial risk exposures Reported through a semi-annual risk control dashboard ►Conducts quarterly reviews to oversee the efficacy of cybersecurity risk initiatives and related policies and procedures Receives regular reports from the chief risk officer, chief information security officer, and outside experts Utilizes an external, independent cybersecurity advisor ►Reviews risk factors included in our Form 10-K ►The risk and return committee chair is an audit committee member to enhance cross-committee communication ►The chief audit executive attends all meetings and has regular executive sessions with the committee ►The chief risk officer attends all meetings ►Regular data privacy reviews were added to the committee’s agenda and were formalized in the committee’s charter | ||||
Compensation and Succession Committee | Nominating and Governance Committee | ||||
►Oversees executive compensation programs (including the design, performance measures and ranges in incentive plans) Includes a review of the chief risk officer’s assessment of incentive compensation programs ►Oversees talent development and senior executive succession planning to ensure they appropriately align with Allstate’s risk and return principles Senior leadership development programs were enhanced and a CEO Emergency Succession Plan was formalized | ►Oversees director elections and corporate governance practices to ensure they appropriately align with Allstate’s risk and return principles Includes a review of the chief risk officer’s assessment of political activities ►Oversees the company’s political contributions and activities, as well as its sustainability practices Allstate’s major sustainability programs were reviewed, including in joint session with the Board given the importance of sustainability to Allstate’s long-term success | ||||
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Board Oversight < Corporate Governance
Risk Management and Participation in the Political Process |
Allstate engages in public policy advocacy at the state and federal levels to foster market innovation, fight for consumers, promote safety and security, ensure a healthy regulatory system, promote fiscal responsibility, and advocate for small businesses.
Allstate is regulated in all 50 states and at the federal level on many aspects of its business, including customer communications, privacy, sales practices, underwriting standards, insurance pricing, claims practices, investments and capital. As a result, it must participate in public policy issues to appropriately serve customers and generate adequate returns for stockholders. The scope of issues is expanding as Allstate introduces innovative products and services through Arity, Allstate Protection Plans, Allstate Identity Protection and Avail (car sharing).
Allstate participates in political activities through direct and indirect advocacy, corporate political contributions and Allstate’s political action committee.Allstate contributes less than $1,000,000 annually in corporate funds to political organizations, including federal, state and local candidates and committees, in comparison to total revenues of almost $45 billion. The types of expenditures are consistent from year to year.
Chief Risk Officer’s Assessment
The chief risk officer’s assessment approach is based onPrinciples and Guidance for Responsible Corporate Political Engagementpublished by Transparency International UK. The political activities and associated risks identified by Transparency International UK were expanded to address Allstate’s specific activities and risk profile. These political activities were grouped for assessment as follows: i) political expenditures, ii) lobbying, iii) trade associations, social welfare groups and research organizations, iv) state based regulatory and legislation management, v) political activities in the workplace and vi) disclosure.
The chief risk officer’s assessment concluded the following:
1. | Allstate’s decisions on how to engage in the political process appropriately balance risk and return |
Allstate’s first risk and return principle, Maintain Strong Foundation, includes ensuring the political and regulatory environment supports the operating model. Engaging in political activity helps the company adhere to this principle. While engaging in political activity exposes Allstate to legal and reputational risks, controls are in place to manage these risks and consider the return implications of engaging in political activity. | |
2. | Allstate’s control framework appropriately manages the risks and sufficient governance and oversight exists to ensure activities are aligned with Allstate’s risk and return principles |
The control framework includes robust governance and processes that are designed to identify, monitor and evaluate the risks resulting from Allstate’s political activities. ►Senior leaders meet quarterly to designate priorities and receive updates on public policy initiatives and focus areas. ►The legal department ensures that corporate political expenditures are compliant with state regulations, and leadership reviews activity to confirm regulations are followed and corruption or conflicts of interest do not influence Allstate’s actions. ►The nominating and governance committee semi-annually (including in one joint session with the Board) reviews the company’s involvement in public policy and candidate contributions. ►The Allstate Global Code of Business Conduct contains the values and principles of The Allstate Corporation and subsidiaries. Employees are required to affirm understanding and compliance with the Code, including political activities and officers are required to identify political activity semi-annually. Employees in high risk areas of political corruption receive specialized training. |
2020 Proxy Statement 25
Corporate Governance > Board Oversight
Risk Management and Cybersecurity | 2019 CYBERSECURITY GOVERNANCE HIGHLIGHTS ►Simulated a crisis to prepare senior leaders to respond to a cyber attack ►Amended the audit committee charter to highlight the importance of the Board’s data privacy oversight efforts ►Retained a cybersecurity advisor for 4th year in a row to provide objective assessments of Allstate’s capabilities and to conduct advanced attack simulations ►Cross-functional approach to overseeing and addressing cybersecurity risk, with input from technology, risk, legal, and audit functions | ||
The Board recognizes that the quality of Allstate’s security program affects our reputation and customers’ trust in us. Allstate’s strategy revolves around protecting our customers, and customers must feel that their most personal data is safe in our hands. Accordingly, the Board prioritizes its responsibility to oversee our data protection efforts, including our policies and systems designed to prevent and, if necessary, respond to cyber threats. We are continually enhancing our information security capabilities in order to protect against emerging threats, while increasing our ability to detect system compromise and recovery should a cyber-attack or unauthorized access occur. The Board dedicates significant time to the oversight of cybersecurity risk management.The audit committee regularly receives reports from its independent advisor regarding our program. Our cybersecurity program is regularly reviewed and tested by Allstate’s internal audit function with status reports provided to the Audit Committee and the full Board. |
Risk Management and Compensation |
Compensation policies and practices are structured to provide incentives for employees to successfully execute the company’s strategies and achieve annual operating goals while adhering to our risk and return principles.
Analysis provided by an external consultant and the chief risk officer for the compensation and succession committee concluded the compensation plans are also structured to ensure management does not take unnecessary or excessive risk. Based on this analysis, Allstate’s compensation policies ensure appropriate levels of risk-taking, while avoiding unnecessary risks that could have a material adverse effect on Allstate. Compensation plans provide a balanced mix of cash and equity through annual and long-term incentives that align with short- and long-term business goals. No one, regardless of eligibility, is guaranteed an award under the annual cash incentive program. Multiple performance measures are utilized that correlate with long-term stockholder value creation and diversify the risk associated with any single performance indicator. In addition, the annual incentive program contains a funding adjustment for senior executives in the event of a net loss, which reduces the corporate pool funding for those officers by 50% of actual performance. Likewise, for the performance stock award program, the committee requires positive net income for executives to earn awards above target. Equity awards granted in 2019 and annual cash incentive awards for the 2019 performance year for executive officers whose fraud or intentional misconduct resulted in a restatement to correct a material error or inaccuracy are subject to clawback. The clawback policy was expanded by the compensation and succession committee to provide for the recovery of equity awards granted after February 18, 2020, and annual cash incentive awards paid after March 15, 2020, to executive officers and other executive vice presidents. If the
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Board Oversight < Corporate Governance
performance results leading to an award or payment are later subject to a downward adjustment as result of a material financial restatement, prior compensation is clawed back. It also provides for recovery of equity and annual cash incentive awards in certain circumstances if an executive is terminated for improper conduct that leads to a material adverse impact on the reputation of, or a material adverse economic consequence for, the company.
Risk Management and Culture |
In 2019, culture was upgraded to a key risk category to be monitored and measured by management’s ERRM framework and overseen by the risk and return committee and Board. The Board oversees culture, setting the “tone at the top” and holding management accountable for its maintenance of high ethical standards and protecting our reputation, assets, and business. By adding culture as a key risk category, it expands the Board’s involvement at a more granular level. Accordingly, the Board reviewed culture over multiple meetings in 2019.
2019 Board Review of Culture
CULTURE Establishing core elements of culture provides a basis for assessment and measurement and ensures alignment with Our Shared Purpose. The core cultural elements at Allstate are: ►Honesty ►Integrity and ethics ►Customer focus ►People (how Allstate meets the needs and expectations of employees) ►Empowerment and responsibility ►Performance expectations and rewards ►Engagement ►Transparency and personal interactions ►Adaptability and innovation ►Decision-making processes Core cultural elements will be measured using various sources and modified as this process matures | ||||
Defined culture and identified core cultural elements(including specific measures for each core cultural element to support measurements and dialogue) | ||||
Completed a baseline assessment of Allstate’s culture ►Reviewed internal surveys, internal data (exit interviews), external data (social media activity), regulatory reviews, and operating performance measures (market share growth and number of customer complaints) | ||||
Established measures and governance reviews | ||||
Evaluated potential focus areas for cultural improvement | ||||
Management initiatives focused on culture | ||||
OUTCOME | Allstate is prioritizing three core cultural elements in the near-term: customer focus, empowerment and responsibility, and decision-making processes |
2020 Proxy Statement 27
Corporate Governance > Board Oversight
Human Capital Management and Management Succession
The Board engages in ongoing reviews of human capital management practices since they are vital to Allstate’s continued success. The wellbeing of employees is a key priority and includes a dynamic and welcoming workplace that promotes inclusive diversity, fosters collaboration and encourages employees to bring their best ideas to work every day. Allstate retains talent by providing employees with training, mentoring and career development; emphasizing inclusive diversity; attracting new employees; encouraging work-life balance; and monitoring engagement through annual employee surveys.
Our human capital management focuses on the following priorities:
Career & Leadership Development Allstate’s Shared Purpose is based on the premise that all employees must exercise leadership. Talent Attraction & Retention Providing employees with rewarding work, professional growth and educational opportunities improves morale and engagement. Inclusive Diversity We strive for a workforce where the breadth of our diversity makes us a better company. We’re committed to being a force for positive change. Employee Well-Being & Safety As part of our ongoing mission to be an employer of choice, we take seriously our responsibility to care for their well-being, devoting resources to employee health and safety. | 84% of employees are proud to work at Allstate |
As part of Allstate’s commitment to fair and equitable compensation practices, an internal pay equity analysis has been completed on an annual basis.This past year Allstate engaged an outside firm to provide a more detailed pay equity analysis to identify potential pay gaps across substantially similar employee groups as well as identify policies, practices and/or systematic issues that may contribute to pay gaps now or over time.The external analysis found that Allstate’s results compare well to benchmarks for companies of similar size and scope. In the few employee groups where pay gaps were identified, these were remediated and we have established policies to ensure pay equity continues in the future. |
The Board’s involvement in leadership development and succession planning is systematic and ongoing. Management succession is discussed four times annually in compensation and succession committee meetings, Board meetings, and executive sessions. Discussions cover the CEO and other senior executive roles. The Board also has regular and direct exposure to senior leadership and high-potential officers in meetings held throughout the year.
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Board Oversight < Corporate Governance
Board Review of Succession Planning and Talent Development Practices
LEADERSHIP SUCCESSION IS REVIEWED CONTINUOUSLY THROUGHOUT THE YEAR | ||||||
APRIL CEO Succession | JULY Talent Development | SEPTEMBER Key Leader Succession | NOVEMBER Scenario Planning | |||||
Topic: Primary Focus:CEO succession planning ►Internal succession alternatives across multiple time periods – immediate, less than 2 years, and 3-5 years ►Alternatives are evaluated under different strategic and operating scenarios | Topic: Primary Focus:Organizational health and pay fairness analyses – how the organization recruits, develops and retains people, including its inclusive diversity commitments ►Systematic approach to talent acquisition, development, and retention | Topic: Primary Focus:Senior leadership succession alternatives, including CEO ►Key leader development and retention | Topic: Primary Focus:CEO and senior leadership succession – “what if” scenario planning ►Board dialogue in advance of unexpected succession issues |
OUTCOME | In 2019, the Board concluded that Allstate has a strong CEO succession profile with succession options across the full timescale. The Board also reviewed enhanced senior leadership development programs and formalized an emergency succession plan for the CEO, which provides for an orderly communication and succession process in the event of an unplanned departure. |
Board Role in Setting Compensation
The compensation and succession committee makes recommendations to the Board on compensation for the CEO and executive officers and the structure of plans used for executive officers. The compensation and succession committee reviews the executive compensation program throughout the year with the assistance of an independent compensation consultant, Compensation Advisory Partners (“CAP”). CAP benchmarks Allstate’s plans and compensation payments to the market and evaluates changes to the executive compensation program. The compensation consultant also assesses Allstate’s executive compensation design, peer group selection, relative pay for performance, and total direct compensation for individual senior executive positions. Representatives of the compensation consultant participated in six out of seven compensation and succession committee meetings in 2019. The compensation and succession committee annually evaluates the compensation consultant’s performance and independence.
The compensation and succession committee grants all equity awards to individuals designated as executive officers for purposes of Section 16 of the Securities Exchange Act of 1934 or covered employees as defined in Internal Revenue Code Section 162(m). The compensation and succession committee has authority to grant equity awards to eligible employees in accordance with the terms of our 2019 Equity Incentive Plan. The Board has delegated limited authority to the CEO to grant equity awards to non-executive officers. All awards granted between compensation and succession committee meetings are reported at the next meeting. The compensation consultant also provides the nominating and governance committee with competitive information on director compensation, including updates on practices and emerging trends.
Corporate Sustainability
The Board believes sustainability benefits Allstate’s stakeholders and drives long-term value creation. While the Board of Directors is responsible for the overall performance of Allstate, the nominating and governance committee has oversight responsibility for Allstate’s sustainability initiatives. Leadership from across the company guides Allstate’s corporate responsibility and sustainability efforts.
2020 Proxy Statement 29
Corporate Governance > Board Oversight
Governance of Sustainability
Board of Directors | ||||||||
Nominating and Governance Committee In 2019, the nominating and governance committee reviewed sustainability matters at two meetings, including in one joint session with the Board. | ||||||||
Our CEO and Senior Executive Leaders | ||||||||
The Corporate Responsibility and Sustainability Team The Corporate Responsibility and Sustainability team develops the annual sustainability report, responds to ratings and rankings questionnaires, drives employee awareness and engagement with corporate sustainability initiatives and supports the Allstate Sustainability Council. They report to our senior executives on the status of Allstate’s environmental, social and governance progress. | The Allstate Sustainability Council Allstate has maintained a Sustainability Council since 2007. This cross-functional council reviews opportunities regarding operational efficiency, climate change and employee-focused sustainability initiatives. The council is comprised of individuals from operations, accounting, administration and real estate, technology, claims, corporate relations, enterprise risk and return management, human resources, legal, investments, marketing, product and sourcing and procurement. Allstate’s vice president of corporate relations leads the council, which meets periodically, and updates senior executives on its activities annually. | Enterprise Diversity Leadership Council (EDLC) The EDLC is made up of senior leaders throughout the enterprise focused on advancing inclusive diversity at Allstate. The EDLC helps drive targeted results for inclusive diversity across the company by: ►Identifying and prioritizing actions ►Taking accountability for achieving target results ►Ensuring clarity and understanding of the business relevance of inclusive diversity The EDLC provides updates to the CEO. |
Recognitions
Allstate is recognized as an employer of choice and as a corporate champion for leadership in ethics, diversity, innovation and corporate responsibility. We are proud to be recognized as a great place to work by several independent organizations, and we will continue to make investments in our people to make Allstate a world-class workplace.
DIVERSITYINC. Top 50 Companies for Diversity (2019, 16-time award winner) | ETHISPHERE World’s Most Ethical Companies (2015-2019) | THE CIVIC 50 (2017-2019) | HUMAN RIGHTS CAMPAIGN Corporate Equality Index rating (2009-2019) | NEWSWEEK Most Responsible Companies (2020) | DRUCKER INSTITUTE 250 Best-Managed Companies (2019) | ||
To learn more about our corporate sustainability efforts, please view Allstate’s Sustainability Report at http://allstatesustainability.com.
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Board Accountability<Corporate Governance
Board Accountability |
Stakeholder Input and Responsiveness
Allstate continually seeks stakeholder input to make sure focus is on what matters most and to gauge progress against our purpose.We regularly engage our stockholders, as well as the following groups: customers and consumers, employees, Allstate agents, nongovernmental organizations, opinion leaders, policymakers and suppliers. Allstate partners with Reputation Institute, a global research firm, to study how stakeholders perceive the company. We survey customers, consumers, agency owners and employees every quarter, as well as investors, policymakers and opinion leaders each year. Feedback is collected across these stakeholder groups, key topics are identified, and strategies are developed to address gaps. There are also stakeholder-specific avenues for engagement.
Stockholder Engagement
Allstate proactively engages with significant stockholders throughout the year. Dialogue, transparency, and responsiveness are the cornerstones of our stockholder engagement program.
How We Engage
Direct engagement involves reaching out to our largest stockholders representing over one-third of our total outstanding shares. We also engage with proxy and other investor advisory firms that represent the interests of various stockholders.
Discussions with stockholders include our Lead Director, chair of the nominating and governance committee, Board Chair, and other committee chairs or directors as necessary.
STOCKHOLDER ENGAGEMENT CYCLE
BALANCED-TRANSPARENT-RESPONSIVE-THOUGHTFUL | ||||||
JANUARY-MARCH Before Annual Meeting | APRIL-MAY During Stockholder Voting | MAY Annual Meeting of Stockholders | JUNE-DECEMBER After Annual Meeting | |||||
►Discuss with investors governance and compensation issues and potential responses. ►Discuss stockholder proposals with proponents, on case-by-case basis. ►Discuss governance trends. | ►Follow up on previous conversations and discuss final Board decisions and reasoning. ►Review vote proposals and solicit support for Board recommendations. | ►Stockholders vote on issues such as directors, say-on-pay, auditor ratification and stockholder proposals. ►Provides forum for direct engagement among Board members, senior management, and stockholders. | ►Discuss with investors responses to vote results and new topics of interest for the upcoming year. ►Discuss stockholder proposals with proponents, on case-by-case basis. |
During 2019, Allstate reached out to stockholders representing 40% of outstanding shares and spent a significant amount of time discussing Allstate’s Board leadership structure, executive compensation practices, political contribution disclosures, and the company’s sustainability initiatives, including human capital management strategy. Stockholder feedback was integrated into Board discussions and decisions. | |
OUTCOME | |
2020 Proxy Statement 31
Corporate Governance > Board Accountability
In addition to input on current governance and executive compensation topics specific to Allstate, we invite discussion on any other topics or trends stockholders may wish to share with us. Their input is reported to the nominating and governance committee, which in turn allocates specific issues to relevant Board committees for further consideration. Each Board committee reviews relevant feedback and determines if additional discussion or actions are necessary by the respective committee or full Board. In addition, broader investor surveys provide perspective on investor concerns. As part of our commitment to constructive engagement with investors, we evaluate and respond to the views voiced by our stockholders, including vote results at our annual meetings of stockholders. Our dialogue has led to enhancements in our environmental, social, governance and executive compensation practices, which our Board believes are in the best interest of our company and our stockholders.
More Information
You can learn more about our corporate governance by visiting www.allstateinvestors.com, where you will find our Corporate Governance Guidelines, each standing committee charter, and Director Independence Standards. Allstate has adopted a comprehensive Global Code of Business Conduct that applies to the CEO, CFO, vice chair, controller, and other senior financial and executive officers, as well as the Board of Directors and other employees. It is also available at www.allstateinvestors.com. Each of the above documents is available in print upon request to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite F7, Northbrook, IL 60062-6127.
Communication with the Board
The Allstate Board welcomes your input on compensation, governance, and other matters. | |
directors@allstate.com | |
The Allstate Corporation, | |
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Board Structure< Corporate Governance
Board Structure |
Independent Lead Director
Allstate’s Board places great importance on strong independent Board leadership and has had a strong Lead Director role in place for over nine years. Allstate’s Corporate Governance Guidelines describe the responsibilities of the Lead Director and the selection process, including the characteristics that the Board considers important in a Lead Director.
The Lead Director is elected annually by the independent directors, and it is expected that the Lead Director serve more than one year.
Judith A. Sprieser Lead Director ►Lead Director since 2015 ►Member of the nominating and governance, risk and return and executive committees ►Prior chair of audit committee for seven years ►Allstate Board experience in multiple operating environments and under two CEOs Considerations in Selecting the Current Lead Director The independent directors consider several factors, including the director’s corporate governance expertise, operational and leadership experience, Board service and tenure, integrity, prior Board leadership roles, and ability to meet the required time commitment. It is preferable that the Lead Director hold a previous position as chair of a Board committee, either at Allstate or another company. Ms. Sprieser was chosen by the independent directors as she exemplified Lead Director qualifications. She has devoted significant time fulfilling her duties as Lead Director since May 2015. During her tenure on Allstate’s Board, she has cultivated an expansive knowledge of Allstate in multiple operating environments and has experienced various financial market cycles. Her long-term perspective complements the perspectives of newer Board members, four of whom have joined in the last five years. The independent directors believe that Ms. Sprieser is exceptionally well-qualified to serve as Allstate’s independent Lead Director. | Independent Lead Director Responsibilities Board Meetings and Executive Sessions ►Has the authority to call meetings of the independent directors ►Approves meeting agendas and schedules and information sent to the Board to ensure there is sufficient time for discussion of all items and that directors have the information necessary to perform their duties ►Chairs executive sessions of independent directors at every Board meeting ►Presides at all Board meetings when the Chair is not present Duties to the Board ►Has regular communications with the CEO about Allstate’s strategy and performance ►Performs additional duties designated by the independent directors CEO Performance Evaluation ►Facilitates and communicates the Board’s performance evaluation of the Chair and CEO with the chair of the compensation and succession committee Succession Plans ►Facilitates the development of a succession plan for the Chair and CEO Communication Between Chair and Independent Directors ►Serves as liaison between the Chair and independent directors ►Consults with the Chair and discusses items raised in executive sessions Communication with Stockholders ►Communicates with significant stockholders and other stakeholders on matters involving broad corporate policies and practices, when appropriate Committee Involvement ►Works with the Chair and committee chairs to ensure coordinated coverage of Board responsibilities and ensures effective functioning of all committees ►Ensures the implementation of a committee self-evaluation process and regular committee reports to the Board Board and Individual Director Evaluations ►Facilitates the evaluation of individual director, Board and committee performance with the chair of the nominating and governance committee and the Chair |
2020 Proxy Statement 33
Corporate Governance > Board Leadership StructureMeetings and PracticesCommittees
NOMINEE INDEPENDENCE DETERMINATIONSBoard Chair
The independent directors periodically review Allstate’s leadership structure and whether separating the roles of Chair and CEO is in the best interests of Allstate and its stockholders. When making this determination, the independent directors consider the recommendation of the nominating and governance committee, the current circumstances at Allstate, the skills and experience of the individuals involved and the leadership composition of the Board. The roles of Chair and CEO were split during a transition of leadership in 2007 and 2008. The independent directors also appoint an independent Lead Director with robust powers and responsibilities. A strong Lead Director role provides an effective independent counterbalance if the independent directors choose to combine the Chair and CEO roles.
At present, the independent directors have determined Allstate is well-served by having these roles performed by Mr. Wilson, who provides excellent leadership and direction for both management and the Board. This promotes a strong connection between the Board and management that is subject to strong independent oversight by Allstate’s independent Lead Director and the other independent directors. The Board believes it benefits from the considerable knowledge and perspective that Mr. Wilson has acquired from more than 25 years of insurance industry experience. Given his extensive company knowledge and successful leadership of many external boards, he is highly qualified to fulfill both roles simultaneously.
Board Attendance
Each director attended at least 75% of the combined Board meetings and meetings of committees of which he or she was a member. Directors are expected to attend Board and committee meetings and the annual meeting of stockholders. All directors who stood for election at the 2019 annual meeting of stockholders attended the annual meeting.
99% | |
Average attendance of directors as a group at Board and committee meetings during 2019. | |
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Board Meetings and Committees < Corporate Governance
Management Participation in Committee Meetings
Key members of management regularly attend and participate in Board meetings. Regular attendees include the CEO, vice chair, CFO, general counsel and chief legal officer, president of Personal Property-Liability, president of Allstate Financial Businesses, president of Investments and Financial Products, and chief risk officer. Other senior leaders attend as meeting topics warrant. In addition, senior leadership also participates in committee meetings.
Audit Committee The CFO, chief audit executive, chief compliance executive, chief risk officer, CEO, vice chair, general counsel and chief legal officer, and controller all actively participate in meetings. Senior business unit and technology executives, including the chief information security officer, are present when appropriate. Executive sessions of the committee are held at all in-person meetings, in which the committee meets privately with the independent registered public accountant, independent cybersecurity advisor, chief audit executive, and chief compliance executive. | ||
Compensation and Succession Committee The executive vice president and chief human resources officer, general counsel and chief legal officer, CFO and CEO participate in meetings. The committee regularly meets in executive sessions that include just the independent compensation consultant or chief human resources officer. | ||
►The chief human resources officer provides the committee with internal and external analyses of the structure of compensation programs. Throughout the year, the estimated and actual results under our incentive compensation plans are reviewed. ►The CFO discusses financial results relevant to incentive compensation, other financial measures, and accounting rules. ►The CEO advises on the alignment of incentive plan performance measures with strategy and the design of equity incentive awards. He also provides the committee with performance evaluations of senior executives and recommends merit increases and compensation awards. | ►The general counsel and chief legal officer provides input on the legal and regulatory environment and corporate governance best practices and ensures the proxy materials accurately reflect the committee’s actions. ►The chief risk officer reports annually on compensation plan alignment with Board-approved risk and return principles, and whether compensation outcomes were achieved within those principles. | |
Nominating and Governance Committee The CEO and general counsel and chief legal officer participate in meetings. The committee regularly meets in executive session without management present. The chief risk officer provides risk assessments on political contributions and activities. | ||
Risk and Return Committee The chief risk officer, CFO, general counsel and chief legal officer, CEO, vice chair, and chief audit executive participate in meetings. The committee regularly meets in executive session, including sessions with the chief risk officer. | ||
2020 Proxy Statement 35
Corporate Governance > Board Meetings and Committees
The Allstate Corporation Board of Directors | ||||||
Highly Independent Board | ||||||
Judith A. Sprieser, Independent Lead Director | Thomas J. Wilson, Chair | |||||
Meetings in 2019:6 | ||||||
►Succession planning discussed at four meetings annually ►The Board met for 2½ days in September to focus solely on strategy. | ||||||
Audit Committee(1) | Report,pg. 81 | Compensation and Succession Committee | Report,pg. 61 | |||||||||
Chair:Kermit R. Crawford | Meetings in 2019:10 | Chair:Michael L. Eskew | Meetings in 2019:7 | |||||||||
Other Members: | Other Members: | |||||||||||
Michael L. Eskew | Gregg M. Sherrill | Margaret M. Keane | Perry M. Traquina | |||||||||
Siddharth N. Mehta | Andrea Redmond | |||||||||||
“Data privacy oversight became an area of focus, in addition to the frequent cybersecurity updates received by the committee. We continued an industry leading practice of engaging an independent cybersecurity advisor for the fourth year in a row and reviewed a cyber crisis simulation exercise that was used by our senior leaders to prepare for a possible cyber crisis.” — KERMIT R. CRAWFORD, CHAIR | “We considered the views of significant stockholders when we determined our compensation priorities during the year, which resulted in adding a Relative TSR performance measure to the performance stock award program and revising the company’s clawback policy. We also spent considerable time discussing management development and succession. We engaged in ongoing reviews of our human capital management practices and received an independent assessment of pay equity practices. We also formalized an emergency succession plan for the CEO, in the event of an unplanned departure.” — MICHAEL L. ESKEW, CHAIR | |||||||||||
Key Responsibilities: ►Oversees integrity of financial statements and other financial information and disclosures ►Oversees the system of internal control over accounting and financial reporting and disclosure controls and procedures ►Reviews the enterprise risk control assessment and guidelines, including cybersecurity and data privacy risk and the major financial risk exposures and management’s steps to monitor and control those risks ►Oversees the ethics and compliance program and compliance with legal and regulatory requirements ►Appoints, retains, and oversees the independent registered public accountant, and evaluates its qualifications, performance and independence ►Evaluates retaining an independent cybersecurity advisor ►Oversees Allstate’s internal audit function | Key Responsibilities: ►Oversees Allstate’s executive compensation plans ►Has authority to retain the committee’s independent compensation consultant ►Assists the Board in determining all compensation elements of the executive officers, including the CEO ►Reviews the Compensation Discussion and Analysis and prepares the Compensation Committee Report in this proxy statement ►Reviews management succession plans, evaluation processes and organizational strength ►Reviews CEO’s performance in light of approved goals and objectives | |||||||||||
►Oversees Allstate’s data privacy programs | ||||||||||||
►Has authority to engage independent counsel and other advisors to carry out its duties |
(1) | The Board determined that all members of the audit committee are independent under the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) requirements, and that Messrs. Eskew, Mehta, and Sherrill are each an audit committee financial expert as defined under SEC rules. |
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Board Meetings and Committees < Corporate Governance
Robust Role for Independent Committee Chairs Use of Independent Advisors In 2019, an outside firm was engaged to provide an independent assessment of Allstate’s pay equity practices. | “Over the past year, we engaged with management on strategic topics at every Board meeting. We considered the long-term trends in the property-liability insurance industry, including greater customer connectivity and use of technology. Management also initiated a Transformative Growth Plan, a multi-year effort to increase property-liability market share. The Board is actively engaged in this initiative.” — JUDITH A. SPRIESER | ||||
Nominating and Governance Committee | Risk and Return Committee | |||||||||||
Chair:Andrea Redmond | Meetings in 2019:5 | Chair:Siddharth N. Mehta | Meetings in 2019:6 | |||||||||
Other Members: | Other Members: | |||||||||||
Margaret M. Keane | Gregg M. Sherrill | Kermit R. Crawford | Judith A. Sprieser | |||||||||
Jacques P. Perold | Judith A. Sprieser | Jacques P. Perold | Perry M. Traquina | |||||||||
“We focused on the company’s significant sustainability initiatives and disclosures, including Allstate’s approach to political contribution activity. We reviewed Allstate’s political contributions at two meetings, including in one joint meeting with the Board. Board composition and skills also continue to be areas of focus.” — ANDREA REDMOND, CHAIR | “We elevated culture to a key risk category in the enterprise risk and return management framework. New risk and performance measures are also being used for the Transformative Growth Plan. Allstate’s risk and return management program continued to be refined as management advanced the maturity of Allstate’s operational risk-return management framework.” — SIDDHARTH N. MEHTA, CHAIR | |||||||||||
Key Responsibilities: ►Recommends candidates for Board election and nominees for Board committees ►Recommends candidates for Lead Director and Chair ►Recommends criteria for selecting directors and the Lead Director, and determines director independence ►Reviews the Corporate Governance Guidelines and advises the Board on corporate governance issues ►Determines performance criteria and oversees the performance assessment of the Board, Board committees, and Lead Director ►Reviews Allstate’s non-employee director compensation program ►Has authority to retain a director search firm and director compensation consultant | Key Responsibilities: ►Assists the Board in risk and return governance and oversight ►Reviews risk and return processes, policies, and guidelines used by management to evaluate, monitor, and manage enterprise risk and return ►Reviews Allstate’s enterprise risk and return management function, including its performance, organization, practices, budgeting, and staffing ►Supports the audit committee in its oversight of risk assessment and management policies ►Has authority to retain outside advisors to assist in its duties ►Enhanced oversight around culture as a key risk category | |||||||||||
►Reviews Allstate’s political contributions and sustainability initiatives |
EXECUTIVE COMMITTEE The Board has an Executive Committee made up of the Lead Director, committee chairs and Board Chair. The Executive Committee is chaired by Mr. Wilson and has the powers of the Board in the management of Allstate’s business affairs to the extent permitted under the bylaws, excluding any powers granted by the Board to any other committee of the Board. In addition, the Executive Committee provides Board oversight if outside the scope of established committees or if an accelerated process is necessary. No meetings of the Executive Committee were necessary in 2019. |
2020 Proxy Statement 37
Corporate Governance > Board Independence and Related Person Transactions
Board Independence and Related Person Transactions
Nominee Independence Determinations
The Board has determined that all non-employee directors who served during 2017 and all nominees,2019, other than Mr. Wilson, are independentaccording to applicable law, the NYSE listing standards, and the Board’sDirector Independence Standards(which are included on www.allstateinvestors.com). In accordance with theDirector Independence Standards, the Board has determined that the nature of the relationships with the corporation that are set forth in Appendix B do not create a conflict of interest that would impair a director’s independence. The Board also determined that the members of the audit, compensation and succession, nominating and governance, and risk and return committees are independent within the meaning of applicable laws, the NYSE listing standards, and theDirector Independence Standards.
When evaluating the independence of director nominees, the Board weighs numerous factors, including tenure.In particular,the Board weighed the potential impact of tenure on the independence of our longest-serving director, Ms. SprieserSprieser.. Ms. Sprieser has significant experience serving at Allstate under different operating environments, and management teams and financial market cycles, and served on the Board under two CEOs and prior to Mr. Wilson’s appointment.The Board concluded that Ms. Sprieser is an effective director who fulfills her responsibilities with integrity and independence of thought.She appropriately challenges management and the status quo, and is reasoned, balanced, and thoughtful in Board deliberations and in communications with management.The Board determined that her independence from management has not been diminished by her years of service.
Board Leadership Structure and Practices
BOARD CHAIRRelated Person Transactions
The independent directors periodically review Allstate’s leadership structure and whether separating the roles of Chair and CEO is in the best interests of Allstate and its stockholders. When making this determination, the independent directors consider the recommendation of the nominating and governance committee, the current circumstances at Allstate, the skills and experiences of the individuals involved and the leadership composition of the Board.The roles of Chair and CEO were split during a transition of leadership in 2007 and 2008.The independent directors also appoint an independent lead director with robust powers and responsibilities.A strong lead director role provides an effective independent counterbalance if the independent directors choose to combine the Chair and CEO roles.
At present, the independent directors have determined Allstate is well-served by having these roles performed by Mr. Wilson, who provides excellent leadership and direction for both management and the Board. This promotes a strong connection between the Board and management that is subject to strong independent oversight by Allstate’s independent lead director and the other independent directors. The Board believes it benefits from the considerable knowledge and perspective that Mr. Wilson has acquired from more than 23 years of insurance industry experience. Given his extensive company knowledge and his ability to effectively fulfill both roles simultaneously, he is uniquely qualified to lead discussions of the Board and is in the best position to facilitate the flow of business information and communications between the Board and management.
Board Leadership Structure and Practices Corporate Governance
INDEPENDENT LEAD DIRECTOR
Allstate’s Board places great importance on strong independent Board leadership and has had a strong lead director role in place for over seven years. Allstate’s Corporate Governance Guidelines describe the responsibilities of the lead director and the selection process, including the characteristics that the Board considers important in a lead director.
The lead director is elected annually by the independent directors, and it is generally expected that the lead director serve more than one year.
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Lead Independent Director Responsibilities
Corporate Governance Board Leadership Structure and Practices
The Board oversees enterprise risk and return management practices (“ERRM”) and regularly reviews Allstate’s significant risk exposures and management’s design and implementation of ERRM. Allstate’s overall risk position and alignment with risk and return principles is reviewed twice a year. External resources are used when appropriate. Material risks, including those affected by climate, investment markets, and cybersecurity, are regularly identified, measured, managed, and reported to senior management and the Board.
The key risk areas overseen by each Board committee are included below.
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Board Leadership Structure and Practices Corporate Governance
RISK MANAGEMENT AND COMPENSATION
We believe our compensation policies and practices are appropriately structured and do not provide incentives for employees to take unnecessary or excessive risks, utilizing analysis provided by an external consultant, the chief risk officer, and a review by the compensation and succession committee. Compensation plans provide a balanced and appropriate mix of cash and equity through annual and long-term incentives that align with short and long-term business goals. No one, regardless of eligibility, is guaranteed an award under the annual cash incentive program. We utilize multiple performance measures that correlate with long-term stockholder value creation and diversify the risk associated with any single performance indicator. In addition, the annual incentive program contains a funding adjustment
for senior executives in the event of a net loss, which reduces the corporate pool funding for those officers by 50% of actual performance. Likewise, for the performance stock award program, the committee requires positive net income for our executives to earn awards above target. Equity awards to executive officers after 2009 and annual cash incentive awards beginning in 2010 are subject to clawback in the event of certain financial restatements. Executives are also subject to rigorous stock ownership requirements.
Based on this analysis, we believe Allstate’s compensation policies ensure appropriate levels of risk-taking, while avoiding unnecessary risks that could have a material adverse effect on Allstate.
BOARD ROLE IN MANAGEMENT SUCCESSION
The Board oversees the recruitment, development, and retention of executive talent. Management succession is discussed four times annually in compensation and succession committee meetings, Board meetings, and executive sessions.
Discussions cover the CEO and other senior executive roles and include a broader discussion on organizational health. The Board also has regular and direct exposure to senior leadership and high-potential officers through one-on-one breakfasts and other informal meetings held throughout the year.
Board Review of Succession Planning and Talent Development Practices
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Corporate Governance Board Leadership Structure and Practices
BOARD ROLE IN SETTING COMPENSATION
The compensation and succession committee reviews the executive compensation program throughout the year with the assistance of an independent compensation consultant, Compensation Advisory Partners (“CAP”). CAP benchmarks Allstate’s plans and compensation payments to the market and evaluates changes to the executive compensation program. The compensation consultant also assesses Allstate’s executive compensation design, peer group selection, relative pay for performance, and total direct compensation for individual senior executive positions. Representatives of the compensation consultant participated in six out of seven compensation and succession committee meetings in 2017.
The compensation and succession committee annually evaluates the compensation consultant’s performance and independence.
The compensation and succession committee makes recommendations to the Board on compensation for the CEO and executive officers and the structure of plans used for executive officers.
The compensation and succession committee grants all equity awards to individuals designated as executive officers for purposes of Section 16 of the Securities Exchange Act of 1934 or covered employees as defined in Internal Revenue Code section 162(m). The compensation and succession committee has authority to grant equity awards to eligible employees in accordance with the terms of our 2013 Equity Incentive Plan. The Board has delegated limited authority to the CEO to grant equity awards to non-executive officers. All awards granted between compensation and succession committee meetings are reported at the next meeting.
The compensation consultant also provides the nominating and governance committee with competitive information on director compensation, including updates on practices and emerging trends.
STOCKHOLDER ENGAGEMENT
Allstate proactively discusses corporate governance issues with significant stockholders throughout the year. Dialogue, transparency, and responsiveness are the cornerstones of our stockholder engagement program. Such discussions are held before the annual meeting, during stockholder voting, and after the annual meeting and include our lead director, chair of the nominating and governance committee, Chair of the Board, and other committee chairs or directors as necessary.Direct engagement typically involves our largest stockholders representing approximately one-third of our total outstanding shares.We also engage with proxy and other investor advisory firms that represent
the interests of various stockholders. In addition to input on current governance and executive compensation topics specific to Allstate, we invite discussion on any other topics or trends stockholders may wish to share with us. Their input is reported to the nominating and governance committee, which in turn allocates specific issues to relevant Board committees for further consideration.Each Board committee reviews relevant feedback and determines if additional discussion or actions are necessary by the respective committee or full Board.In addition, broader investor surveys provide perspective on investor concerns.
Board Leadership Structure and Practices Corporate Governance
Stockholder Engagement Cycle
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BOARD ATTENDANCE
Each incumbent director attended at least 75% of the combined Board meetings and meetings of committees of which he or she was a member. Directors are expected to attend Board and committee meetings and the annual meeting of stockholders. All directors who stood for election at the 2017 annual meeting of stockholders attended the annual meeting.
RELATED PERSON TRANSACTIONS
The nominating and governance committee has adopted a written policy on the review, approval, or ratification of transactions with related persons, which is posted on the Corporate Governance section of allstateinvestors.com.www.allstateinvestors.com.
There were no related person transactions identified for 2017.2019.
The committee or committee chair reviews transactions with Allstate in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors, executive officers,
their immediate family members, and stockholders beneficially owning more than 5% of our outstanding stock. The committee or committee chair approves or ratifies only those transactions that are in, or not inconsistent with, the best interest of Allstate and its stockholders. Transactions are reviewed and approved or ratified by the committee chair when it is not practicable or desirable to delay review of a transaction until a committee meeting. The committee chair reports any approved transactions to the committee. Any ongoing, previously approved, or ratified related person transactions are reviewed annually.
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Corporate Governance Board Leadership Structure and Practices
MANAGEMENT PARTICIPATION IN COMMITTEE MEETINGS
Key members of management regularly attend and participate in Board meetings, presenting on key topics for the Board. Regular attendees include the CEO, Vice Chair, CFO, General Counsel, President of Allstate Personal Lines, President of Allstate Financial, President of Service Businesses, Chief Investment and Corporate Strategy Officer, and Chief Risk Officer. Other senior leaders attend as meeting topics warrant. In addition, senior leadership also participates in committee meetings.
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COMMUNICATION WITH THE BOARD
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More Information
THE ALLSTATE CORPORATION BOARD OF DIRECTORS
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Corporate GovernanceDirector Compensation
DIRECTOR COMPENSATION PROGRAMDirector Compensation Program
The director compensation program is designed to appropriately compensate non-employee directors for serving on the board of a large, complex, and highly regulated company and to align their interests with stockholders. The nominating and governance committee reviews non-employee director compensation annually and proposes changes, as appropriate, based on its review,including benchmark information from peer companies, advice from an independent compensation consultant, and relevant compensation surveys. The following table
Paid quarterly in advance on the first day of January, April, July, and October. The retainer is prorated for a director who joins the Board during a quarter. | ||||
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| The Board believes that a meaningful portion of a director’s compensation should be in the form of equity securities to create a linkage with corporate performance and stockholder interests. Directors are granted restricted stock units on June 1 equal in value to $155,000 divided by the closing price of a share of Allstate common stock on such grant date, rounded to the nearest whole share. |
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►Equity makes up a meaningful portion of the directors’ overall compensation mix to align interests with stockholders. ►A robust stock ownership guideline of five times the annual Board membership cash retainer supports alignment with stockholders’ interests. ►Annual restricted stock units are granted under a fixed-value formula and in accordance with the stockholder approved 2017 Equity Compensation Plan for Non-Employee Directors. The aggregate grant date fair value of any award during a calendar year may not exceed $800,000. |
| ►Director total compensation, Lead Director and committee chair retainers, and equity grant practices are all benchmarked against insurance industry peer group and relevant compensation surveys to target total compensation at the median. ►No additional fees are paid for Board meeting attendance. | ||
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2020 Proxy Statement 39 |
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DIRECTOR STOCK OWNERSHIP GUIDELINESCorporate Governance > Director Compensation
Director Stock Ownership Guidelines
Each director is expected, within five years of joining the Board or within five years of an increase in annual retainer, if applicable, to accumulate an ownership position in Allstate common stock equal to five times the annual value of the standardcash retainer.
Each director has met the ownership guideline, except for Ms. Keane, and Messrs. Mehta, Perold,Mr. Sherrill, and Traquina, who joined the Board in the last five years.
2017 DIRECTOR COMPENSATION2019 Director Compensation
The following table summarizes the compensation for each of our non-employee directors who served as a member of the Board and its committees in 2017. Margaret Keane has not been included as she was elected to the Board effective January 1, 2018.2019.
Name | Leadership Roles Held During 2017 | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | |||||
Mr. Crawford | 125,000 | 155,014 | – | 280,014 | ||||||
Mr. Eskew | 125,000 | 155,014 | – | 280,014 | ||||||
Mr. Henkel | Retired May 2017 | 62,500 | 0 | – | 62,500 | |||||
Mr. Mehta | Risk and Return Committee Chair | 150,000 | 155,014 | – | 305,014 | |||||
Mr. Perold | 125,000 | 155,014 | – | 280,014 | ||||||
Ms. Redmond | Nominating and Governance Committee Chair | 145,000 | 155,014 | – | 300,014 | |||||
Mr. Rowe | Compensation and Succession Committee Chair | 150,000 | 155,014 | – | 305,014 | |||||
Mr. Sherrill | 31,250 | 103,399 | – | 134,649 | ||||||
Ms. Sprieser | Lead Director | 175,000 | 155,014 | – | 330,014 | |||||
Mrs. Taylor | Audit Committee Chair | 160,000 | 155,014 | – | 315,014 | |||||
Mr. Traquina | 125,000 | 155,014 | – | 280,014 |
Name | Leadership Roles Held During 2019 | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | |||||
Kermit R. Crawford | Audit Committee Chair | 160,000 | 155,013 | — | 315,013 | |||||
Michael L. Eskew | Compensation and Succession Committee Chair | 155,000 | 155,013 | — | 310,013 | |||||
Margaret M. Keane | 125,000 | 155,013 | — | 280,013 | ||||||
Siddharth N. Mehta | Risk and Return Committee Chair | 160,000 | 155,013 | — | 315,013 | |||||
Jacques P. Perold | 125,000 | 155,013 | — | 280,013 | ||||||
Andrea Redmond | Nominating and Governance Committee Chair | 145,000 | 155,013 | — | 300,013 | |||||
Gregg M. Sherrill | 125,000 | 155,013 | — | 280,013 | ||||||
Judith A. Sprieser | Lead Director | 175,000 | 155,013 | — | 330,013 | |||||
Perry M. Traquina | 125,000 | 155,013 | — | 280,013 |
(1) | Under the 2017 Equity Compensation Plan for Non-Employee Directors, directors may elect to receive Allstate common stock in lieu of cash compensation. In |
Director Compensation Corporate Governance
on 90-day dealer commercial paper; (c) S&P 500 Index, with dividends reinvested; or (d) a money market fund. No director has voting or investment powers in common share units, which are payable solely in cash. Subject to certain restrictions, amounts deferred under the plan, together with earnings thereon, may be transferred between accounts and are distributed after the director leaves the Board in a lump sum or over a period not in excess of ten years in accordance with the director’s instructions. For |
Amounts Deferred under Deferred Compensation Plan for Non-Employee Directors | Allstate Common Share Units (#) | ||
Mr. Eskew | 8,827 | ||
Mr. Traquina | 4,218 |
(2) | Grant date fair value for restricted stock units granted in |
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Director Compensation < Corporate Governance
(3) | The following table provides outstanding restricted stock units |
Outstanding Awards at Fiscal Year-End 2017
Name | Restricted Stock Units (#) | Stock Options (#) | |||
Mr. Crawford | 13,066 | 0 | |||
Mr. Eskew | 8,405 | 0 | |||
Mr. Henkel | 0 | 0 | |||
Mr. Mehta | 9,544 | 0 | |||
Mr. Perold | 5,190 | 0 | |||
Ms. Redmond | 28,538 | 0 | |||
Mr. Rowe | 17,687 | 0 | |||
Mr. Sherrill | 1,125 | 0 | |||
Ms. Sprieser | 42,196 | 0 | |||
Mrs. Taylor | 42,196 | 4,000 | |||
Mr. Traquina | 3,749 | 0 |
Name | Restricted Stock Units (#) | Value of Restricted Stock Units as of 12/31/19 ($) | Multiple of Annual Cash Retainer | ||||
Mr. Crawford | 16,341 | 1,837,545 | 14.7 | ||||
Mr. Eskew | 11,680 | 1,313,416 | 10.5 | ||||
Ms. Keane | 3,892 | 437,655 | 3.5 | (1) | |||
Mr. Mehta | 12,819 | 1,441,497 | 11.5 | ||||
Mr. Perold | 8,465 | 951,889 | 7.6 | ||||
Ms. Redmond | 31,813 | 3,577,372 | 28.6 | ||||
Mr. Sherrill | 4,400 | 494,780 | 4.0 | ||||
Ms. Sprieser | 43,246 | 4,863,013 | 38.9 | ||||
Mr. Traquina | 7,024 | 789,849 | 6.3 |
(1) | Ms. Keane has met the stock ownership guideline through her direct ownership of common stock. |
Restricted stock unit awards granted before September 15, 2008, convert into common stock one year after termination of Board service. Restricted stock unit awards granted on or after September 15, 2008, and before June 1, 2016, convert into common stock upon termination of Board service. Restricted stock units granted on or after June 1, 2016, convert into common stock on the earlier of the third anniversary of the date of grant or upon termination of Board service. Directors had the option to defer the conversion of the restricted stock units granted on June 1, 2016, for ten years from the date of grant or the later of termination of Board service or June 1, 2024. The conversion of restricted stock units granted after June 1, 2016, may be deferred for ten years or until termination of Board service. In addition to the conversion periods described above, restricted stock units will convert upon death or disability. Each restricted stock unit includes a dividend equivalent right that entitles the director to receive a payment equal to regular cash dividends paid on Allstate common stock. Under the terms of the restricted stock unit awards, directors have only the rights of general unsecured creditors of Allstate and no rights as stockholders until delivery of the underlying shares.
Non-employee directors do not receive stock options as part of their compensation as a result of a policy change effective on June 1, 2009. AllThere were no outstanding stock options were exercisable as of December 31, 2017.year-end 2019.
All outstanding options were awarded under the terms of the 2006 Equity Compensation Plan for Non-Employee Directors, which specifies that the exercise price for the option awards is equal to the fair market value of Allstate common stock on the grant date. The fair market value is equal to the closing sale price on the date of the grant. If there was no such sale on the grant date, then on the last previous day on which there was a sale. The options became exercisable in three substantially equal annual installments and expire ten years after grant. Stock option repricing is not permitted. An outstanding stock option will not be amended to reduce the option exercise price. However, the plan permits repricing in the event of an equity restructuring (such as a split) or a change in corporate capitalization (such as a merger).2020 Proxy Statement 41
2 | Say-on-Pay: Advisory Vote on the Compensation of the Named Executives | ||
The Board recommends a voteFORthis proposal. ✓ | |||
We conduct a say-on-pay vote every year at the annual meeting. While the vote is non-binding, the Board and the compensation and succession committee (the “committee” as referenced throughout the Compensation Discussion and Analysis and Executive Compensation sections) consider the results as part of their annual evaluation of our executive compensation program.
You may vote to approve or not approve the following advisory resolution on the executive compensation of the named executives:
RESOLVED, on an advisory basis, the stockholders of The Allstate Corporation approve the compensation of
Compensation Discussion and Analysis
Our Compensation Discussion and Analysis describes Allstate’s executive compensation program, including total
42 www.allstateproxy.com Compensation Discussion and Analysis < Executive Compensation Business Highlights In
Allstate’s
2020 Proxy Statement 43 Executive Compensation > Compensation Discussion and Analysis Compensation Highlights The committee actively solicits the views of our significant stockholders on executive compensation matters. In determining the structure and amount of executive pay, the committee carefully considered this feedback.At our last stockholder meeting, 89% of votes cast supported our executive compensation program.Investors generally believed that Allstate utilized many best practices and focused on pay for performance, but some questioned certain elements of the performance measures and targets established by the committee. The committee considered the vote results, investor input and current market practices and made changes to respond to that feedback, as described below.
44 www.allstateproxy.com Compensation Discussion and Analysis < Executive Compensation Alignment of Pay with Performance
PSA % PAYOUT FOR ALL NEOs 2020 Proxy Statement 45 Executive Compensation > Compensation Discussion and Analysis
The committee designs the executive compensation program to award pay in accordance with corporate, business unit and individual performance. A large percentage of total target compensation is at risk through long-term equity awards and annual cash incentive awards. These awards are linked to performance measures that correlate with long-term stockholder value creation. The mix of target total direct compensation for
Allstate’s executive compensation program is designed to ensure that the interests of our executives are aligned with our
46 www.allstateproxy.com Compensation Discussion and Analysis < Executive Compensation Moreover, our program adheres to high standards of compensation governance.
2020 Proxy Statement 47 Executive Compensation > Compensation Discussion and Analysis
The following table lists the elements of target direct compensation for our
48 www.allstateproxy.com
Executive Compensation > Compensation Discussion and Analysis
50 www.allstateproxy.com Compensation Discussion and Analysis < Executive Compensation
2020 Proxy Statement 51 Executive Compensation > Compensation Discussion and Analysis
52 www.allstateproxy.com Compensation Discussion and Analysis < Executive Compensation
For the annual and long-term incentive programs, the committee oversees a rigorous and comprehensive goal-setting process. The committee with the company’s strategy, operating principles and priorities, and stockholder interests, (2) support the achievement of corporate goals, and (3) reflect the company’s overall performance. The following timeline of key events reflects the committee’s process: Incentive Design, Payout, and Goal-Setting Process
2020 Proxy Statement 53 Executive Compensation > Compensation Discussion and Analysis Annual Cash Incentive Awards
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Performance Stock Awards and Stock Options
2020 Proxy Statement 55 Executive Compensation > Compensation Discussion and Analysis For the
Equity Ownership Requirements Instituted in 1996, stock ownership
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Policies on Hedging and Pledging Securities We have a policy that prohibits all officers, directors, and employees from engaging in transactions in securities issued by Allstate or any of its subsidiaries that might be considered speculative and engaging in derivative or
Timing of Equity Awards and Grant Practices Typically, the committee approves grants of equity awards during a meeting in the first fiscal quarter. The timing allows the committee to align awards with our annual performance and business goals. Throughout the year, the committee may grant equity incentive awards to newly hired or promoted executives or to retain or recognize executives. The grant date for these awards was fixed as the third business day of a month following the later of committee action or the date of hire or For additional information on the committee’s practices, see portions of the Board
The committee monitors performance toward goals throughout the year and reviews the executive compensation program design and executive pay levels annually. As part of that evaluation, traded. Product mix, market segment, annual revenues, premiums, assets, and market value were considered when identifying peer companies. The committee believes Allstate competes against these companies for executive talent, business and stockholder investment. The committee reviews the composition of the peer group annually with the assistance of its compensation consultant. The compensation consultant’s recommendation has been to 2020 Proxy Statement 57
PEER COMPANIES(1)
The committee uses the 50th percentile of our peer group as a guideline in setting the target total direct compensation of our named executives. Within the guideline, the committee balances the various elements of compensation based on individual experience, job scope and responsibilities, performance, tenure, and market practices.
Other Elements of Compensation To remain competitive with other employers and to attract, retain, and motivate highly talented executives and other employees, we offer the benefits listed in the following table.
58 www.allstateproxy.com Compensation Discussion and Analysis < Executive Compensation Retirement Benefits Each named executive participates in two different defined benefit pension plans. The Allstate Retirement Plan (ARP) is a tax qualified defined benefit pension plan available to all of our regular full-time and
Consistent with our compensation objectives, we offer these benefits to attract, motivate, and retain executives. The following summarizes Allstate’s change-in-control benefits for the executive officers:
The Clawback of Compensation
Impact of Tax Considerations on Compensation
2020 Proxy Statement 59 Executive Compensation > Compensation Discussion and Analysis “Tax Legislation”), we were able to deduct more than $1 million in compensation if the compensation was performance-based, In determining compensation for our executive officers, the committee considers the extent to which the compensation is deductible, including the effect of Internal Revenue Code Section 162(m). In prior years, the committee generally Earned Annual Cash Incentive Awards In The
For a description of how the
Performance Stock Awards (“PSAs”) For the last five PSA grants, the performance measures and levels of performance needed to earn the threshold, target and maximum number of PSAs, as well as actual results and payout percentages, are set forth in the table below. The total shareholder returns for Allstate and its peers are also
Compensation Committee Report < Executive Compensation
The following table shows the target number of PSAs granted to each of our named executives for the 2017-2019, 2018-2020, and 2019-2021 performance cycles. PERFORMANCE CYCLE(1) The committee has reviewed and discussed with management the Compensation Discussion and Analysis contained onpages 42-61of this proxy statement. Based on such review and discussions, the committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement. The Compensation and Succession Committee 2020 Proxy Statement 61 Executive Compensation > Summary Compensation Table The following table summarizes the compensation of the named executives for the last three fiscal years. However, for Messrs. Rizzo and Shapiro, only the last two fiscal years are shown since this is their second year as a named executive. The titles and responsibilities for certain of the officers listed below changed in 2020. See Appendix C for a complete list of current titles. The aggregate grant date fair value of PSAs granted in 2019, 2018, and 2017, is computed in accordance with Financial Accounting StandardsBoard (FASB) Accounting Standards Codification Topic 718 (ASC 718). The fair value of PSAs is based on the final closing price of Allstate’s common stock on the grant date, which in part reflects the payment of expected future dividends. (See note 18 to our audited financial statements for 2019.) This amount reflects an accounting expense and does not correspond to actual value that will be realized by the named executives. The value of PSAs assumes target-level performance, which is the probable achievement level of the performance conditions. The number of PSAs granted in 2019 to each named executive is provided in theGrants of Plan-Based Awardstable onpage 64. The value of the PSAs granted in 2019 at grant date fair value share price if maximum corporate performance were to be achieved is as follows: Mr. Wilson $12,090,070, Mr. Rizzo $2,520,090, Mr. Civgin $2,952,062, Mr. Shapiro $2,925,064, and Mr. Shebik $3,570,066. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | The aggregate grant date fair value of option awards is computed in accordance with FASB ASC 718. The fair value of each option award is estimated on the grant date using a binomial lattice model and the assumptions (see note 18 to our audited financial statements for 2019) as set forth in the following table: |
2019 | 2018 | 2017 | ||||
Weighted average expected term | 5.8 years | 5.7 years | 6.1 years | |||
Expected volatility | 15.6 - 28.9% | 15.6-30.7% | 15.7-32.7% | |||
Weighted average volatility | 18.4% | 19.8% | 21.0% | |||
Expected dividends | 1.9 - 2.2% | 1.5-2.2% | 1.4-1.9% | |||
Weighted average expected dividends | 2.2% | 2.0% | 1.9% | |||
Risk-free rate | 1.3 - 2.7% | 1.3-3.2% | 0.5-2.5% |
This amount reflects an accounting expense and does not correspond to actual value that will be realized by the named executives. The number of options granted in 2019 to each named executive is provided in theGrants of Plan-Based Awards table on page 64. | |
(3) | Amounts reflect the aggregate increase in actuarial value of the pension benefits as set forth in thePension Benefits table, accrued during 2019, 2018, and 2017. These are benefits under the Allstate Retirement Plan (ARP) and the Supplemental Retirement Income Plan (SRIP). Non-qualified deferred compensation |
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Summary Compensation Table < Executive Compensation Discussion and Analysis be included in this proxy statement.
THE COMPENSATION AND SUCCESSION COMMITTEE
The following table reflects the respective change in the actuarial value of the benefits provided to the named executives in 2019:
Name | ARP ($) | SRIP ($) | ||
Mr. Wilson | 230,185 | 3,124,372 | ||
Mr. Rizzo | 293,521 | 237,893 | ||
Mr. Civgin | 11,766 | 100,195 | ||
Mr. Shapiro | 7,676 | 69,830 | ||
Mr. Shebik | 257,725 | 805,620 |
Executive Compensation Summary Compensation Table
The following table summarizes the compensation of the named executives for the last three fiscal years. However, only the last fiscal year is shown for Mr. Dugenske since this was the first year he is a named executive. The titles and responsibilities for the officers listed below changed in 2018. Additionally, Mr. Winter retired effective February 23, 2018. See Appendix C for their current titles.
Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | Total Without Change in Pension Value ($)(7) | ||||||||||||
Thomas J. Wilson | 2017 | 1,241,346 | — | 5,400,039 | 3,599,997 | 6,759,264 | 1,688,142 | 68,541 | 18,757,329 | 17,069,187 | ||||||||||||
Chair and Chief | 2016 | 1,200,000 | — | 5,400,028 | 3,600,000 | 1,982,880 | 1,574,760 | 55,847 | 13,813,515 | 12,238,755 | ||||||||||||
Executive Officer | 2015 | 1,191,346 | — | 4,599,968 | 4,599,996 | 2,888,136 | 532,116 | 62,131 | 13,873,693 | 13,341,577 | ||||||||||||
Steven E. Shebik | 2017 | 795,673 | — | 1,995,026 | 1,329,994 | 2,600,000 | 512,201 | 38,398 | 7,271,292 | 6,759,091 | ||||||||||||
Executive Vice | 2016 | 770,673 | — | 1,649,984 | 1,100,001 | 600,000 | 479,800 | 28,690 | 4,629,148 | 4,149,348 | ||||||||||||
President and Chief | 2015 | 750,000 | — | 1,124,996 | 1,124,999 | 850,000 | 185,312 | 28,180 | 4,063,487 | 3,878,175 | ||||||||||||
Financial Officer | ||||||||||||||||||||||
Don Civgin | 2017 | 796,538 | — | 1,404,032 | 935,996 | 1,806,645 | 83,779 | 27,730 | 5,054,720 | 4,970,941 | ||||||||||||
President, Emerging | 2016 | 776,885 | — | 1,440,028 | 959,999 | 535,066 | 88,721 | 38,727 | 3,839,426 | 3,750,705 | ||||||||||||
Businesses | 2015 | 760,808 | — | 1,193,019 | 1,192,993 | 768,629 | 46,822 | 37,195 | 3,999,466 | 3,952,644 | ||||||||||||
John Dugenske | 2017 | 593,942 | 2,000,000 | 5,305,014 | 870,005 | 1,377,908 | 0 | 17,026 | 10,163,895 | 10,163,895 | ||||||||||||
Executive Vice | ||||||||||||||||||||||
President and Chief | ||||||||||||||||||||||
Investment Officer | ||||||||||||||||||||||
Matthew E. Winter | 2017 | 887,020 | — | 1,856,268 | 1,237,504 | 3,625,590 | 101,812 | 101,513 | 7,809,707 | 7,707,895 | ||||||||||||
President | 2016 | 820,673 | — | 1,920,017 | 1,279,999 | 1,017,513 | 121,710 | 153,663 | 5,313,575 | 5,191,865 | ||||||||||||
2015 | 799,423 | — | 1,550,034 | 1,550,004 | 1,600,000 | 80,745 | 79,399 | 5,659,605 | 5,578,860 |
| |
| |
| |
|
2017 | 2016 | 2015 | |||||
Weighted average expected term | 6.1 years | 5.0 years | 6.5 years | ||||
Expected volatility | 15.7-32.7% | 16.0-34.3% | 16.0-37.8% | ||||
Weighted average volatility | 21.0% | 24.3% | 24.7% | ||||
Expected dividends | 1.4-1.9% | 1.9-2.1% | 1.6-2.1% | ||||
Weighted average expected dividends | 1.9% | 2.1% | 1.7% | ||||
Risk-free rate | 0.5-2.5% | 0.2-2.4% | 0.0-2.4% |
Summary Compensation Table Executive Compensation
| |
|
Name | ARP ($) | SRIP ($) | ||
Mr. Wilson | 107,137 | 1,581,005 | ||
Mr. Shebik | 119,463 | 392,738 | ||
Mr. Civgin | 15,313 | 68,466 | ||
Mr. Dugenske | 0 | 0 | ||
Mr. Winter | 13,412 | 88,400 |
Interest rates and other assumptions can have a significant impact on the change in pension value from one year to another.
Effective January 1, 2014, Allstate modified its pension plans so that all eligible employees earn future pension benefits under a new cash balance formula. TheHad these pension benefit changes not been made, the change in actuarial value of benefits provided for each named executive in 20172019 would have been as indicated in the following table under the prior formula:
Name | ARP ($) | SRIP ($) | ||
Mr. Wilson | 188,144 | 4,099,783 | ||
Mr. Shebik | 147,659 | 1,728,615 | ||
Mr. Civgin | 13,039 | 60,960 | ||
Mr. Dugenske | 0 | 0 | ||
Mr. Winter | 11,761 | 77,711 |
Name | ARP ($) | SRIP ($) | ||
Mr. Wilson | 391,648 | 8,195,450 | ||
Mr. Rizzo | 371,831 | 2,363,968 | ||
Mr. Civgin | 11,643 | 99,401 | ||
Mr. Shapiro | 6,955 | 63,402 | ||
Mr. Shebik | 327,557 | 4,033,369 |
(4) |
|
Name |
| Personal Use of Aircraft(1) ($) |
| 401(k) Match(2) ($) |
| Other(3) ($) | Total All Other Compensation ($) | |
Mr. Wilson | 28,181 | 10,800 | 29,560 | 68,541 | ||||
Mr. Shebik | — | 10,800 | 27,598 | 38,398 | ||||
Mr. Civgin | — | 10,800 | 16,930 | 27,730 | ||||
Mr. Dugenske | — | 6,004 | 11,022 | 17,026 | ||||
Mr. Winter | 69,623 | 10,800 | 21,090 | 101,513 |
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Executive Compensation Grants of Plan-Based Awards at Fiscal Year-end 2017
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Grants of Plan-Based Awards at Fiscal Year-end 2017
The following table provides information about awards granteddescribes the incremental cost of other benefits provided in 2019 that are included in the “All Other Compensation” column. Name Personal
Use of
Aircraft(1)
($) 401(k)
Match(2)
($) Other(3)
($) Total
All Other
Compensation
($) Mr. Wilson 71,704 11,200 32,710 115,614 Mr. Rizzo 0 11,200 14,330 25,530 Mr. Civgin 0 11,200 21,901 33,101 Mr. Shapiro 0 11,200 24,081 35,281 Mr. Shebik 0 11,200 26,215 37,415
(1) | The amount reported for personal use of aircraft is based on the incremental cost method, which is calculated based on Allstate’s average variable costs per flight hour. Variable costs include fuel, maintenance, on-board catering, landing/ramp fees, and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of flight hours flown by the aircraft to | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | Each of the named executives participated in our 401(k) plan during
| “Other” consists of
|
(5) | We have included an additional column to show total compensation minus the change in pension value. The amounts reported in this column may differ substantially from, and are not a substitute for, the amounts reported in the “Total” column required under SEC rules. The change in pension value is subject to several external variables, including interest rates, that are not related to company or individual performance and may differ significantly based on the formula under which the benefits were earned. |
2020 Proxy Statement 63
Executive Compensation > Grants of Plan-Based Awards at Fiscal Year-end 2019
Grants of Plan-Based Awards at Fiscal Year-end 2019
The following table provides information about awards granted to our named executives during fiscal year 2019.
Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh)(4) | Grant Date Fair Value ($)(5) | ||||||||||||
Name | Grant Date | Plan Awards(1) | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Stock Awards | Option Awards | ||||||
Mr. Wilson | — | Annual cash incentive | 2,012,466 | 4,024,932 | 16,099,728 | |||||||||||
02/08/2019 | PSAs | 0 | 65,380 | 130,760 | 6,045,035 | |||||||||||
02/08/2019 | Stock options | 269,746 | 92.46 | 4,030,005 | ||||||||||||
Mr. Rizzo | — | Annual cash incentive | 447,911 | 895,822 | 3,583,288 | |||||||||||
02/08/2019 | PSAs | 0 | 13,628 | 27,256 | 1,260,045 | |||||||||||
02/08/2019 | Stock options | 56,225 | 92.46 | 840,002 | ||||||||||||
Mr. Civgin | Annual cash incentive | 522,911 | 1,045,822 | 4,183,288 | ||||||||||||
02/08/2019 | PSAs | 0 | 15,964 | 31,928 | 1,476,031 | |||||||||||
02/08/2019 | Stock options | 65,863 | 92.46 | 983,993 | ||||||||||||
Mr. Shapiro | — | Annual cash incentive | 581,240 | 1,162,480 | 4,649,918 | |||||||||||
02/08/2019 | PSAs | 0 | 15,818 | 31,636 | 1,462,532 | |||||||||||
02/08/2019 | Stock options | 65,261 | 92.46 | 974,999 | ||||||||||||
Mr. Shebik | — | Annual cash incentive | 866,658 | 1,733,315 | 6,933,261 | |||||||||||
02/08/2019 | PSAs | 0 | 19,306 | 38,612 | 1,785,033 | |||||||||||
02/08/2019 | Stock options | 79,652 | 92.46 | 1,190,001 |
(1) | Awards under the Annual Executive Incentive Plan and the 2019 Equity Incentive Plan. An explanation of the amount of salary and bonus in proportion to total compensation can be found under theCompensation Elements andCompensation Decisions for 2019captions onpages 48-52. |
(2) | The amounts in these columns consist of the threshold, target, and maximum annual cash incentive awards for the named executives. The threshold amount for each named executive is 50% of target, as the minimum amount payable (subject to individual performance) if |
(3) | The amounts shown in these columns reflect the |
| The exercise price
|
(5) | The aggregate grant date fair value of the |
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Grants of Plan-Based Awards at Fiscal Year-end 2019 < Executive Compensation
Performance Stock Awards (“PSAs”)
PSAs represent our promise to transfer shares of common stock in the future if certain performance measures are met. For the awards granted in 2019, the actual number of PSAs that vest will vary from 0% to 200% of target PSAs based on Average Performance Net Income ROE (70%) and Earned Book Value (30%) results for a three-year measurement period. For a definition of how those measures are calculated, seepage 77. Vested PSAs will be converted into shares of Allstate common stock and dividend equivalents accrued on these shares will be paid in cash. No dividend equivalents will be paid prior to vesting. PSAs will vest following the end of the three-year performance cycle if the performance conditions are met, subject to continued employment (other than in the event of death, disability, retirement, or a qualifying termination following a change in control).
Stock Options
Stock options represent an opportunity to buy shares of Allstate common stock at a fixed exercise price at a future date. Stock options align the interests of executives with long-term stockholder value since the stock price must appreciate from the grant date for the executives to earn compensation.
Under our stockholder-approved equity incentive plan, the exercise price cannot be less than the closing price of a share on the grant date. Stock option repricing is not permitted.
All stock option awards have been made in the form of non-qualified stock options. The options granted to the named executives beginning in 2014 become exercisable over three years. One-third of the stock options become exercisable on the anniversary of the grant date for each of the three years subject to continued employment through each anniversary date, except in the event of retirement, change in control, death or disability. All of the options expire ten years from the grant date, unless an earlier date has been approved by the committee in connection with certain change-in-control situations or other special circumstances such as termination, death, or disability.
2020 Proxy Statement 65
Executive Compensation > Outstanding Equity Awards at Fiscal Year-end 2019
Outstanding Equity Awards at Fiscal Year-end 2019
The following table summarizes the outstanding equity awards of the named executives as of December 31, 2019.
Option Awards(1) | Stock Awards | |||||||||||||||||||
Name | Option Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(2) | Number of |
| Option |
| Option Expiration Date | Stock Award Grant 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 ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights that Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights that Have Not Vested ($)(4) | ||||||||
Mr. Wilson | 02/22/2011 | 447,808 | 0 | 31.74 | 02/22/2021 | |||||||||||||||
02/21/2012 | 444,060 | 0 | 31.56 | 02/21/2022 | ||||||||||||||||
02/12/2013 | 363,409 | 0 | 45.61 | 02/12/2023 | ||||||||||||||||
02/18/2014 | 309,237 | 0 | 52.18 | 02/18/2024 | ||||||||||||||||
02/18/2015 | 294,494 | 0 | 70.71 | 02/18/2025 | ||||||||||||||||
02/11/2016 | 295,324 | 0 | 62.32 | 02/11/2026 | ||||||||||||||||
02/09/2017 | 165,631 | 82,816 | 78.35 | 02/09/2027 | ||||||||||||||||
02/09/2017 | 137,844 | 15,500,558 | ||||||||||||||||||
02/22/2018 | 75,802 | 151,604 | 92.80 | 02/22/2028 | ||||||||||||||||
02/22/2018 | 125,270 | 14,086,612 | ||||||||||||||||||
02/08/2019 | 0 | 269,746 | 92.46 | 02/08/2029 | ||||||||||||||||
02/08/2019 | 130,760 | 14,703,962 | ||||||||||||||||||
Mr. Rizzo | 02/22/2011 | 10,804 | 0 | 31.74 | 02/22/2021 | |||||||||||||||
02/21/2012 | 12,763 | 0 | 31.56 | 02/21/2022 | ||||||||||||||||
02/18/2015 | 5,202 | 0 | 70.71 | 02/18/2025 | ||||||||||||||||
02/11/2016 | 9,887 | 0 | 62.32 | 02/11/2026 | ||||||||||||||||
02/09/2017 | 7,039 | 3,520 | 78.35 | 02/09/2027 | ||||||||||||||||
02/09/2017 | 5,858 | 658,732 | ||||||||||||||||||
02/22/2018 | 16,432 | 32,864 | 92.80 | 02/22/2028 | ||||||||||||||||
02/22/2018 | 27,156 | 3,053.692 | ||||||||||||||||||
02/08/2019 | 0 | 56,225 | 92.46 | 02/08/2029 | ||||||||||||||||
02/08/2019 | 27,256 | 3,064,937 | ||||||||||||||||||
Mr. Civgin | 02/09/2017 | 43,064 | 21,532 | 78.35 | 02/09/2027 | |||||||||||||||
02/09/2017 | 35,840 | 4,030,208 | ||||||||||||||||||
02/22/2018 | 18,779 | 37,559 | 92.80 | 02/22/2028 | ||||||||||||||||
02/22/2018 | 31,034 | 3,489,773 | ||||||||||||||||||
02/08/2019 | 0 | 65,863 | 92.46 | 02/08/2029 | ||||||||||||||||
02/08/2019 | 31,928 | 3,590,304 | ||||||||||||||||||
Mr. Shapiro | 02/09/2017 | 0 | 14,378 | 78.35 | 02/09/2027 | |||||||||||||||
02/09/2017 | 23,932 | 2,691,153 | ||||||||||||||||||
02/22/2018 | 19,072 | 38,146 | 92.80 | 02/22/2028 | ||||||||||||||||
02/22/2018 | 31,520 | 3,544,424 | ||||||||||||||||||
02/08/2019 | 0 | 65,261 | 92.46 | 02/08/2029 | ||||||||||||||||
02/08/2019 | 31,636 | 3,557,468 | ||||||||||||||||||
Mr. Shebik | 02/12/2013 | 75,188 | 0 | 45.61 | 02/12/2023 | |||||||||||||||
02/18/2014 | 72,289 | 0 | 52.18 | 02/18/2024 | ||||||||||||||||
02/18/2015 | 72,023 | 0 | 70.71 | 02/18/2025 | ||||||||||||||||
02/11/2016 | 90,238 | 0 | 62.32 | 02/11/2026 | ||||||||||||||||
02/09/2017 | 61,191 | 30,596 | 78.35 | 02/09/2027 | ||||||||||||||||
02/09/2017 | 50,926 | 5,726,629 | ||||||||||||||||||
02/22/2018 | 23,278 | 46,558 | 92.80 | 02/22/2028 | ||||||||||||||||
02/22/2018 | 38,470 | 4,325,952 | ||||||||||||||||||
02/08/2019 | 0 | 79,652 | 92.46 | 02/08/2029 | ||||||||||||||||
02/08/2019 | 38,612 | 4,341,919 |
(1) | The options vest over three years: one-third will become exercisable on the anniversary of the grant date for each of the three years. The |
(2) | The aggregate value and aggregate number of exercisable and unexercisable in-the-money options as of December 31, 2019, for |
66 www.allstateproxy.com
Option Exercises and Stock Vested During 2019 < Executive Compensation
Exercisable | Unexercisable | ||||||||
Name | Aggregate Number (#) | Aggregate Value ($) | Aggregate Number (#) | Aggregate Value ($) | |||||
Mr. Wilson | 2,395,765 | 149,224,867 | 504,166 | 11,195,267 | |||||
Mr. Rizzo | 62,127 | 3,180,075 | 92,609 | 1,889,747 | |||||
Mr. Civgin | 61,843 | 1,837,490 | 124,954 | 2,788,877 | |||||
Mr. Shapiro | 19,072 | 374,765 | 117,785 | 2,544,426 | |||||
Mr. Shebik | 394,207 | 19,456,321 | 156,806 | 3,550,432 |
(3) | The PSAs vested in
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(4) | Amount is based on the closing price of our common stock of $112.45 on December 31, 2019. |
(5) | The PSAs vest in |
Option Exercises and Stock Vested During 2019
The following table summarizes the options exercised by the named executives during 2019 and the PSAs or restricted stock units that vested during 2019.
Option Awards | Stock Awards | |||||||
Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||
Mr. Wilson | 0 | 0 | 139,940 | 12,938,852 | ||||
Mr. Rizzo | 0 | 0 | 4,685 | 433,175 | ||||
Mr. Civgin | 261,396 | 11,571,090 | 37,318 | 3,450,422 | ||||
Mr. Shapiro | 26,647 | 781,333 | 9,176 | 881,538 | ||||
Mr. Shebik | 61,460 | 4,447,684 | 42,759 | 3,953,497 |
(1) | The
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2020 Proxy Statement 67
Executive Compensation > Retirement Benefits
The following table provides information about the pension plans in which the named executives participate. Each of the named executives participates in the Allstate Retirement Plan (ARP) and the Supplemental Retirement Income Plan (SRIP).
PENSION BENEFITS
Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1)(2) ($) | Payments During Last Fiscal Year ($) | ||||
Mr. Wilson | ARP | 26.8 | 1,411,440 | 0 | ||||
SRIP | 26.8 | 20,000,199 | 0 | |||||
Mr. Rizzo | ARP | 30.9 | 1,272,535 | 0 | ||||
SRIP | 30.9 | 851,524 | 0 | |||||
Mr. Civgin | ARP | 11.3 | 98,002 | 0 | ||||
SRIP | 11.3 | 624,700 | 0 | |||||
Mr. Shapiro | ARP | 3.8 | 23,387 | 0 | ||||
SRIP | 3.8 | 139,168 | 0 | |||||
Mr. Shebik | ARP | 31.2 | 1,695,144 | 0 | ||||
SRIP | 31.2 | 5,174,518 | 0 |
(1) | These amounts are estimates and do not necessarily reflect the actual amounts that will be paid to the named executives,
|
► | Retirement at the normal retirement age as defined in the plans (age 65). |
► | Discount rate of
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Other assumptions for the final average pay formula | |
► | ARP benefits are |
► | ARP and SRIP benefits are converted to a lump sum. For participants assumed to commence their benefits in 2020, the |
► | Lump-sum calculations were performed using the Internal Revenue Code Section 417(e)(3) mortality table with a |
► | Annuity calculations were performed using the |
Other assumptions for
| |
► | ARP benefits
lump sum. |
► | SRIP benefits are |
► | Accounts were projected to retirement using |
See note 17 to our audited financial statements for 2019 for additional information. |
(2) | The
|
|
| Amount ($) | |||
Mr. Wilson | SRIP | 20,177,274 | |||
Mr. Rizzo | SRIP | 790,685 | |||
Mr. Civgin | SRIP | 664,179 | |||
Mr. Shapiro | SRIP | 154,410 | |||
Mr. Shebik | SRIP | 5,288,921 |
The amount shown is based on the lump-sum methodology used by ARP and SRIP in 2020. The lump-sum conversion interest rates are based on 100% of the average corporate bond segmented yield curve from August 2019. Specifically, the rates are 2.09% for the first 5 years, 3.00% for the next 15 years, and 3.61% thereafter. The mortality table used for 2020 is the 2020 combined static Pension Protection Act funding mortality table with a blend of 50% males and 50% females.
68 www.allstateproxy.com
Retirement Benefits < Executive Compensation
Allstate Retirement Plan (ARP)
Contributions to the ARP are made entirely by Allstate and are paid into a trust fund from which benefits are paid. Before January 1, 2014, ARP participants earned benefits under one of two formulas (final average pay or cash balance) based on their date of hire or their choice at the time Allstate introduced the cash balance formula. In order to better align our pension benefits with market practices, provide future pension benefits more equitably to Allstate employees, and reduce costs, final average pay benefits were frozen as of December 31, 2013. As of January 1, 2014, all eligible participants earn benefits under a cash balance formula only.
Final Average Pay Formula — Frozen as of 12/31/13
Benefits under the final average pay formula were earned and are stated in the form of a straight life annuity payable at the normal retirement age of 65. Messrs. Rizzo, Shebik and Wilson have earned final average pay benefits equal to the sum of a Base Benefit and an Additional Benefit. The Base Benefit equals 1.55% of the participant’s average annual compensation, multiplied by credited service after 1988 through 2013. The Additional Benefit equals 0.65% of the amount of the participant’s average annual compensation that exceeds the participant’s covered compensation, multiplied by credited service after 1988 through 2013. Covered compensation is the average of the maximum annual salary taxable for Social Security over the 35-year period ending the year the participant would reach Social Security retirement age. Messrs. Rizzo, Shebik and Wilson are eligible for a reduced early retirement benefit that would reduce their Base Benefit by 4.8% for each year of early payment before age 65 and their Additional Benefit by 8% for each year of early payment from age 62 to age 65 and 4% for each year of early payment from age 55 to age 62, prorated on a monthly basis based on age at the date payments begin.
Cash Balance Formula — For All Participants Beginning 1/1/14
All named executives earned benefits under the cash balance formula in 2019. Under this formula, participants receive pay credits while employed at Allstate, based on a percentage of eligible annual compensation and years of service, plus interest credits. Pay credits are allocated to a hypothetical account in an amount equal to 3% to 5% of eligible annual compensation, depending on years of vesting service. Interest credits are allocated to the hypothetical account based on the interest crediting rate in effect for that plan year as published by the Internal Revenue Service. The interest crediting rate is set annually and is currently based on the average yield for 30-year U.S. Treasury securities for August of the prior year.
Supplemental Retirement Income Plan (SRIP)
SRIP benefits are generally determined using a two-step process: (1) determine the amount that would be payable under the ARP formula(s) specified above if Internal Revenue Code limits did not apply, then (2) reduce the amount described in (1) by the amount actually payable under the applicable ARP formula(s). The normal retirement date under the SRIP is age 65. If eligible for early retirement under the ARP, the employee also is eligible for early retirement under the SRIP. SRIP benefits are not funded and are paid out of Allstate’s general assets.
Credited Service
No additional service credit beyond service with Allstate or its predecessors is granted under the ARP or the SRIP to any of the named executives. Messrs. Shebik and Wilson have combined service with Allstate and its former parent company, Sears, Roebuck and Co., of 31.2 and 26.8 years, respectively. As a result, a portion of their retirement benefits will be paid from the Sears pension plan. Consistent with the pension benefits of other employees with Sears service who were employed by Allstate at the time of the spin-off from Sears in 1995, Messrs. Shebik’s and Wilson’s final average pay pension benefits under the ARP and the SRIP are calculated as if each had worked his combined Sears-Allstate career with Allstate through December 31, 2013, and then are reduced by amounts earned under the Sears pension plan.
2020 Proxy Statement 69
Executive Compensation > Non-Qualified Deferred Compensation at Fiscal Year-End 2019
Eligible Compensation
Under both the ARP and SRIP, eligible compensation consists of salary, annual cash incentive awards, and certain other forms of compensation, but does not include long-term cash incentive awards or income related to equity awards. Compensation used to determine benefits under the ARP is limited in accordance with the Internal Revenue Code. For final average pay benefits, average annual compensation is the average compensation of the five highest consecutive calendar years within the last ten consecutive calendar years through 2013.
Payment Options
Payment options under the ARP include a lump sum, straight life annuity, and various survivor annuity options. The lump sum under the final average pay benefit is calculated in accordance with the applicable interest rate and mortality assumptions as required under the Internal Revenue Code. The lump-sum payment under the cash balance benefit is generally equal to a participant’s account balance. Payments from the SRIP are paid in the form of a lump sum using the same interest rate and mortality assumptions used under the ARP.
Timing of Payments
Eligible employees are vested in the normal ARP and SRIP retirement benefits on the earlier of the completion of three years of service or upon reaching age 65.
Final average pay benefits are payable at age 65. A participant with final average pay benefits may be entitled to a reduced early retirement benefit on or after age 55 if he or she terminates employment after completing 20 or more years of vesting service.
A participant earning cash balance benefits who terminates employment with at least three years of vesting service is entitled to a lump sum benefit equal to his or her cash balance account balance.
The following SRIP payment dates assume a retirement or termination date of December 31, 2019:
Non-Qualified Deferred Compensation at Fiscal Year-End 2019
The following table summarizes the non-qualified deferred compensation contributions, earnings, and account balances of our named executives in 2019. All amounts relate to The Allstate Corporation Deferred Compensation Plan.
Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(1) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE ($)(2) | |||||
Mr. Wilson | 0 | 0 | 269,254 | 0 | 1,230,045 | |||||
Mr. Rizzo | 464,928 | 0 | 67,465 | 0 | 774,528 | |||||
Mr. Civgin | 0 | 0 | 0 | 0 | 0 | |||||
Mr. Shapiro | 504,000 | 0 | 41,553 | 0 | 1,917,261 | |||||
Mr. Shebik | 0 | 0 | 42,701 | 0 | 208,622 |
(1) | Aggregate earnings were not included in |
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In order to remain competitive with other employers, we allow the named executives and other employees whose annualexecutive’s compensation exceeds the amount specified in the Internal Revenue Code ($270,000last completed fiscal year in 2017), to defer under the DeferredSummary Compensation Plan up to 80% of their salary and/or up to 100% of their annual cash incentive award that exceeds the Internal Revenue Code limit. Allstate does not match participant deferrals and does not guarantee a stated rate of return.
Deferrals under the Deferred Compensation PlanTable.
The Deferred Compensation Plan is unfunded. This means that Allstate does not set aside funds for the plan in a trust or otherwise. Participants have only the rights of general unsecured creditors and may lose their balancesamounts reported in the event ofAggregate Balance at Last FYE column that previously were reported as compensation in the company’s bankruptcy. Account balances are 100% vested at all times.
An irrevocable distribution election is required before making any deferrals into the plan. Generally, a named executive may elect to begin receiving a distribution of his or her account balance immediately upon separation from service or in one of the first through fifth years after separation from service. The earliest distribution date for deferrals on or after January 1, 2005, and earnings and losses on these amounts, is six months following separation from service. The named executive may elect to receive payment in a lump sum or in annual cash installment payments over a period of two to ten years. In addition, a named executive may elect an in-service withdrawal of his or her entire balance earned and vested prior to January 1, 2005, and earnings and losses on these amounts, subject to forfeiture of 10% of such balance. Upon proof of an unforeseen emergency, a plan participant may be allowed to access certain funds in a deferred compensation account earlier than the dates specified above.
Executive Compensation Potential Payments as a Result of Termination or Change in Control (CIC)
Potential Payments as a Result of Termination or Change in Control (CIC)
The following table lists the compensation and benefits that Allstate would generally provide to the named executives in various scenarios involving a termination of employment, other than compensation and benefits
generally available to salaried employees. The table describes equity granting practices for the 2017
70 www.allstateproxy.com
Potential Payments as a Result of Termination or Change in Control (“CIC”)<Executive Compensation
In order to remain competitive with other employers, we allow the named executives and other employees whose annual compensation exceeds the amount specified in the Internal Revenue Code ($280,000 in 2019), to defer under the Deferred Compensation Plan up to 80% of their salary and/or up to 100% of their annual cash incentive award that exceeds the Internal Revenue Code limit. Allstate does not match participant deferrals and does not guarantee a stated rate of return.
Deferrals under the Deferred Compensation Plan are credited with earnings or debited for losses based on the results of the notional investment option or options selected by the participants. The notional investment options available in 2019 under the Deferred Compensation Plan are: stable value, S&P 500, international equity, Russell 2000, mid-cap, and bond funds. Under the Deferred Compensation Plan, deferrals are not actually invested in these funds, but instead are credited with earnings or debited for losses based on the funds’ investment returns. Because the rate of return is based on actual investment measures in our 401(k) plan, no above-market earnings are credited, recorded, or paid. Our Deferred Compensation Plan and 401(k) plan allow participants to change their investment elections daily, subject to certain trading restrictions.
The Deferred Compensation Plan is unfunded. This means that Allstate does not set aside funds for the plan in a trust or otherwise. Participants have only the rights of general unsecured creditors and may lose their balances in the event of the company’s bankruptcy. Account balances are 100% vested at all times.
An irrevocable distribution election is required before making any deferrals into the Deferred Compensation Plan. Generally, a named executive may elect to begin receiving a distribution of his or her account balance immediately upon separation from service or in one of the first through fifth years after separation from service or, for amounts deferred on or after January 1, 2019, in the fifth year after separation from service. The earliest distribution date for deferrals made on or after January 1, 2005, and earnings and losses on these amounts, is six months following separation from service. The named executive may elect to receive payment in a lump sum or in annual cash installment payments over a period of two to ten years, or, for amounts deferred on or after January 1, 2019, over a period of up to five years. In addition, a named executive may elect an in-service withdrawal of his or her entire balance earned and vested prior to January 1, 2005, and earnings and losses on these amounts, subject to forfeiture of 10% of such balance. A named executive may also elect an in-service withdrawal of all or a portion of the deferrals he or she made on or after January 1, 2019, together with earnings and losses on those amounts. Upon proof of an unforeseen emergency, a plan participant may be allowed to access certain funds in a deferred compensation account earlier than the dates specified above.
Potential Payments as a Result of Termination or Change in Control (“CIC”)
The following table lists the compensation and benefits that Allstate would generally provide to the named executives in various scenarios involving a termination of employment, other than compensation and benefits generally available to salaried employees. The table describes equity granting practices for the 2019 equity incentive awards. Relevant prior practices are described in the footnotes.
Termination Scenarios | ||||||||||||
Compensation Elements | Termination(1) | Retirement | Termination due to Change in Control(2) | Death | Disability | |||||||
Base Salary |
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| Ceases immediately | Ceases immediately | Ceases immediately | Ceases immediately | Ceases immediately | ||||
Severance Pay |
| None | None | Lump sum equal to two times salary and annual incentive at target, except for CEO, who receives three times salary and annual incentive at target(3) |
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| None | None | ||||||||
Annual Incentive(4) | Forfeited | Prorated for the year and subject to discretionary adjustments(5) | Prorated at target (reduced by any amounts actually paid) | Prorated for the year and subject to discretionary adjustments | Prorated for the year and subject to discretionary adjustments | |||||||
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2020 Proxy Statement 71
Executive Compensation >Potential Payments as a Result of Termination or Change in Control (“CIC”)
Termination Scenarios | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Elements | Termination(1) | Retirement | Termination due to Change in Control | Disability | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock
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72 www.allstateproxy.com
Potential Payments as a Result of Termination or Change in Control (“CIC”)<Executive Compensation
(3) | Under the change-in-control plan, severance benefits would be payable if a named executive’s employment is terminated either by Allstate without cause or by the executive for good reason as defined in the plan during the two years following the change in control. Cause means the named executive has been convicted of a felony or other crime involving fraud or dishonesty, has willfully or intentionally breached the restrictive covenants in the change-in-control plan, has habitually neglected his or her duties, or has engaged in willful or reckless material misconduct in the performance of his or her duties. Good reason includes a material diminution in a named executive’s base compensation, authority, duties, or responsibilities, or a material change in the geographic location where the named executive performs services. |
(4) | Named executives who receive an equity award or an annual cash incentive award after May 19, 2009, are subject to a non-solicitation covenant while they are employed and for the one-year period following termination of employment. If a named executive violates the non-solicitation covenant, to the extent permitted by applicable law, compensation provided to the named executive (including cancellation of outstanding awards or recovery of all or a portion of any gain realized upon vesting, settlement, or exercise of an award or recovery of all or a portion of any proceeds resulting from any disposition of shares received pursuant to an award) may be recovered if the vesting, settlement, or exercise of the award or the receipt of the sale proceeds occurred during the 12-month period prior to the violation. |
(5) | Retirement for purposes of the Annual Executive Incentive Plan is defined as termination on or after the date the named executive attains age 55 with at least 10 years of service or age 60 with five years of service. |
(6) | Named executives who receive an equity award on or after May 21, 2013, that remains subject to a period of restriction or other performance or vesting condition are subject to a non-compete provision for the one-year period following termination of employment. If a named executive violates the non-competition covenant, to the extent permitted by applicable law, any or all of the named executive’s outstanding awards that remain subject to a period of restriction or other performance or vesting condition as of the date on which the named executive first violated the non-competition provision may be canceled. |
(7) | Retirement definitions and treatment for purposes of stock options, restricted stock units, and performance stock awards are as follows: |
Definition | Normal Retirement: age 55 with 10 years of service or age 60 with at least five years of service | ||
Treatment | ► | Unvested awards not granted within 12 months of retirement continue to vest. | |
► | Prorated portion of unvested awards granted within 12 months of the retirement date continue to vest. | ||
► | Vested stock options expire at the earlier of five years from the date of retirement or the expiration date of the option. |
(8) | The committee will determine the number of PSAs that continue to vest based on actual performance up to the change in control. |
(9) | For open cycles, the payout is based on the target number of PSAs. |
(10) | See theRetirement Benefitssection for further detail on non-qualified pension benefits and timing of payments. |
(11) | See theNon-Qualified Deferred Compensation at Fiscal Year-end 2019section for additional information on the Deferred Compensation Plan and distribution options available. |
(12) | If a named executive’s employment is terminated due to death during the two years after the date of a change in control, the named executive’s estate or beneficiary will be entitled to survivor and other benefits, including retiree medical coverage, if eligible, that are not less favorable than the most favorable benefits available to the estates or surviving families of peer executives of Allstate. In the event of termination due to disability during the two years after the date of a change in control, Allstate will pay disability and other benefits, including supplemental long-term disability benefits and retiree medical coverage, if eligible, that are not less favorable than the most favorable benefits available to disabled peer executives. |
2020 Proxy Statement 73
Executive Compensation > Estimate of Potential Payments Upon Termination
Estimate of Potential Payments Upon Termination(1)
The table below describes the value of compensation and benefits payable to each named executive upon termination that would exceed the compensation or benefits generally available to salaried employees in each termination scenario. The total column in the following table does not reflect compensation or benefits previously accrued or earned by the named executives, such as deferred compensation and non-qualified pension benefits. Benefits and payments are calculated assuming a December 31, 2019, employment termination date.
Name | Severance ($) | Annual Incentive Plan(2) ($) | Stock Options — Unvested and Accelerated ($) | Performance Stock Awards — Unvested and Accelerated ($) | Welfare Benefits and Outplacement Services ($) | Total ($) | ||
Mr. Wilson | ||||||||
Termination/Retirement(3) | 0 | 4,730,100 | 10,633,888 | 29,130,397 | 0 | 44,494,385 | ||
Termination due to Change in Control(4) | 16,200,000 | 4,050,000 | 11,195,267 | 29,895,845 | 64,328 | (5) | 61,405,440 | |
Death | 0 | 4,730,100 | 11,195,267 | 29,895,845 | 0 | 45,821,212 | ||
Disability | 0 | 4,730,100 | 11,195,267 | 29,895,845 | 12,508,010 | (6) | 58,329,222 | |
Mr. Rizzo | ||||||||
Termination/Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | ||
Termination due to Change in Control(4) | 2,498,935 | (7) | 900,000 | 1,889,747 | 3,718,047 | 71,001 | (5) | 9,077,730 |
Death | 0 | 1,053,000 | 1,889,747 | 3,718,047 | 0 | 6,660,794 | ||
Disability | 0 | 1,053,000 | 1,889,747 | 3,718,047 | 11,839,260 | (6) | 18,500,054 | |
Mr. Civgin | ||||||||
Termination/Retirement(3) | 0 | 1,400,000 | 2,651,805 | 7,383,355 | 0 | 11,435,160 | ||
Termination due to Change in Control(4) | 3,780,000 | 1,050,000 | 2,788,877 | 7,570,246 | 71,001 | (5) | 15,260,124 | |
Death | 0 | 1,400,000 | 2,788,877 | 7,570,246 | 0 | 11,759,123 | ||
Disability | 0 | 1,400,000 | 2,788,877 | 7,570,246 | 8,749,125 | (6) | 20,508,248 | |
Mr. Shapiro | ||||||||
Termination/Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | ||
Termination due to Change in Control(4) | 3,900,000 | 1,170,000 | 2,544,426 | 6,242,100 | 64,279 | (5) | 13,920,805 | |
Death | 0 | 1,366,000 | 2,544,426 | 6,242,100 | 0 | 10,152,526 | ||
Disability | 0 | 1,366,000 | 2,544,426 | 6,242,100 | 14,468,282 | (6) | 24,620,808 | |
Mr. Shebik | ||||||||
Termination/Retirement(3) | 0 | 2,037,000 | 3,384,655 | 9,834,540 | 0 | 15,256,195 | ||
Termination due to Change in Control(4) | 5,220,000 | 1,740,000 | 3,550,432 | 10,060,564 | 70,956 | (5) | 20,641,952 | |
Death | 0 | 2,037,000 | 3,550,432 | 10,060,564 | 0 | 15,647,996 | ||
Disability | 0 | 2,037,000 | 3,550,432 | 10,060,564 | 3,119,351 | (6) | 18,767,347 |
(1) | A “0” indicates either that there is no amount payable to the named executive, or the amount payable is the same for both the named executives and all salaried employees. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | The 2019 annual incentive plan payment is payable to all named executives as a result of death and disability. In addition, it is payable to Messrs. Wilson, Civgin and Shebik in the event of retirement. The amount listed for the annual incentive plan payment upon termination due to a change in control is shown at target as defined in the CIC Plan. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(3) | As of December 31, 2019, Messrs. Wilson and Shebik are the only named executives eligible to retire in accordance with Allstate’s policy and the terms of its equity and annual incentive compensation and | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(4) | The values in this change-in-control row represent amounts paid if both the change in control and qualifying termination occur onDecember 31, 2019. PSAs are
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74 www.allstateproxy.com Performance Measures for 2019 < Executive Compensation |
(6) | The named executives who participate in the long-term disability plan are eligible to participate in Allstate’s supplemental long-term disability plan for employees whose annual earnings exceed the level that produces the maximum monthly benefit provided by the long-term disability plan (basic plan). The monthly benefit is equal to 60% of the named executive’s qualified annual earnings divided by twelve and rounded to the nearest $100, reduced by $7,500, which is the maximum monthly benefit payment that can be received under the basic plan. The amount reflected assumes the named executive remains totally disabled until age 65 and represents the present value of the monthly benefit payable until age 65. |
Under the change in control plan, severance benefits for 2017
The following pages contain descriptionsMr. Rizzo were reduced by $741,065, to avoid the imposition of excise taxes and maximize the performance measures used for executive incentive compensation. They were developed uniquely for incentive compensation purposes, are non-GAAP measures and are not reported in our financial statements. The committee has approvedseverance benefit available under the use of non-GAAP measures when appropriate to drive executive focus on particular strategic, operational, or financial factors, or to exclude factors over which our executives have little influence or control. The committee monitors compensation estimates duringplan.
the year based on actual performance on these measures, and the internal audit department reviews the final results.
Performance Net Income:This measure is calculated uniquely for annual cash incentive awards, the 162(m) pool, and each PSA performance cycle. For each plan, Performance Net Income is equal to net income applicable to common shareholders as reported in The Allstate Corporation annual report
The following pages contain descriptions of the performance measures used for executive incentive compensation. They were developed uniquely for incentive compensation purposes, are non-GAAP measures and are not reported in our financial statements. The committee has approved the use of non-GAAP measures when appropriate to drive executive focus on particular strategic, operational, or financial factors, or to exclude factors over which our executives have little influence or control. The committee monitors compensation estimates during the year based on actual performance on these measures, and the internal audit department reviews the final results.
Performance Net Income:This measure is calculated uniquely for annual cash incentive awards and each PSA performance cycle. For each plan, Performance Net Income is equal to net income applicable to common stockholders as reported in The Allstate Corporation Annual Report on Form 10-K adjusted for the after-tax effect of the items indicated below:
✓Indicates adjustments to Net Income | Annual Cash Incentive Awards | Performance
2020 Proxy Statement 75 Executive Compensation > Performance Measures for 2019
Annual Cash Incentive Award Performance Measures for 2019 |
► |
Protection and Service Businesses premiums written and Allstate Life, Benefits, and Annuities premiums and contract charges as described below. | ||||||||||
Premiums written is equal to the Allstate Protection and Service Businesses net premiums written as reported in management’s discussion and analysis in The Allstate Corporation | |||||||||||
Premiums and contract charges are equal to life premiums and contract charges reported in the consolidated statement of operations in The Allstate Corporation | |||||||||||
Total Premiums is subject to adjustment for the following individual items to the extent they exceed $30 million: adjustments to be consistent with financial reporting and foreign exchange rates used in establishing the measure and adjustments to exclude the effects of acquiring and selling businesses. No such adjustments were necessary in 2019. | |||||||||||
Total Premiums of $39,455 million were equal to reported Total Premiums in 2019. | |||||||||||
► | Performance Net Income:This measure is used to assess financial performance. In 2019, Performance Net Income was $3,571 million compared to reported Adjusted Net Income* of $3,477 million, an increase of $94 million. It was adjusted to remove the impacts of the underwriting loss of the Discontinued Lines and Coverages segment, restructuring and related charges, certain pension fair value accounting changes, a pension plan merger, and the write-off of issuance costs related to the preferred stock redemptions. | ||||||||||
► | Net Investment Income:This measure is used to assess the financial operating performance provided from investments. Net Investment Income as reported in the consolidated statement of operations is adjusted to include a minimum or maximum amount of PB income if the actual amounts are less than or exceed those amounts, respectively. Net Investment Income is also subject to adjustments to be consistent with the financial reporting used in establishing the measure and to exclude the effects of acquiring and selling | ||||||||||
In 2019, an adjustment to reflect a minimum amount of PB income was necessary, resulting in Net Investment Income of $3,260 million, compared to reported net investment income of $3,159 million. |
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Performance Measures for 2019 < Executive Compensation
Performance Stock Award Performance Measures for the 2017-2019, 2018-2020, 2019-2021, and 2020-2022 Performance Cycles
► | Three-Year Average Performance Net Income Return on Equity (measure weighted at 70%):It is calculated as the ratio of the average Performance Net Income for the three years in the period divided by the average of Adjusted Common Shareholders’ Equity at December 31 of the year-end immediately preceding the period and at the end of each year in the three-year period. It is adjusted to reflect the foreign exchange rate used in establishing the measure (in place of actual foreign currency translation) for any period if the Total Premiums measure for the annual incentive plan is adjusted for foreign exchange rates. Starting with the 2019-2021 performance cycles, average common shareholders’ equity will also be adjusted to remove the impact of other significant non-recurring, infrequent or unusual items in excess of a threshold and parent holding company level deployable assets in excess of $1 billion. The 2019-2021 and 2020-2022 performance cycles will also be adjusted for unplanned utilization of alternative capital exceeding $20 million after-tax. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
► | Adjusted Common Shareholders’ Equity is equal to common shareholders’ equity excluding the net effects of unrealized net capital gains and losses. It is subject to adjustments
The SEC rules for identifying the median of our employees and calculating the pay ratio allow companies to use a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect a company’s employee population and compensation practices. For that reason, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Neither the committee nor management of the company used the pay ratio measure in making compensation decisions.
The audit committee has established strong practices to evaluate the qualifications, compensation, performance, and independence of the independent registered public accountant both on an ongoing basis throughout the year and through the completion of an annual evaluation. Additional information regarding the audit committee’s duties and responsibilities is available in the committee’s charter located under the Governance section of Allstate’s investor relations website at www.allstateinvestors.com. Deloitte & Touche LLP has been Allstate’s independent registered public accountant since Allstate became a publicly traded entity in 1993. As a starting point for the annual evaluation, a survey of management and the audit committee is administered by a Deloitte & Touche LLP partner who is not affiliated with the Allstate account. The survey assesses Allstate’s general satisfaction with the quality and efficiency of the services provided. Results are reported to the audit committee for its discussion and analysis. In addition, the audit committee reviews and discusses the results of the firm’s reports on its quality controls and external assessments, including results of inspections conducted by the Public Company Accounting Oversight Board (PCAOB).
The audit committee has adopted a policy regarding its pre-approval of all audit and permissible non-audit services provided by the independent registered public accountant. The policy identifies the basic principles that must be considered by the audit committee in approving services to ensure that the registered public accountant’s independence is not impaired, describes the type of audit, audit-related, tax and other services that may be provided, and lists the non-audit services that may not be performed. The independent registered public accountant or management submits to the audit committee detailed schedules with all of the proposed services within each category, together with the estimated fees. Each specific service requires approval before service can begin. Prior to requesting approval from the audit committee, the registered public accountant and management consider and conclude that the services are permissible in that they: (1) do not place the registered public accountant in the position of auditing their own work, (2) do not result in the registered public accountant’s personnel acting as management or an employee of Allstate, (3) do not place the registered public accountant in a position of being an advocate for Allstate, (4) do not create a mutual or conflicting interest between the registered public accountant and Allstate and (5) are not based on a contingent fee arrangement. The audit committee’s policy delegates to the committee chair the authority to grant approvals, but the decisions of the committee chair must be reported to the audit committee at its next regularly scheduled meeting. All services provided by Deloitte & Touche LLP in 2018 and 2019 were approved in accordance with this pre-approval policy. 2020 Proxy Statement 79 Audit Committee Matters > Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2020
audit committee include: ►Focus on independence, objectivity, and professional skepticism; ►Insurance and technical expertise and capability in handling the breadth and complexity of Allstate’s operations and industry; ►Professionalism and responsiveness; ►Sharing industry insights, trends, and latest practices; ►Quality and efficiency of the work performed; ►Quality of discussions and feedback sessions; ►External data on audit quality and performance, including the results from the PCAOB; and ►Reasonableness of fees. The audit committee | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The audit committee oversees and is ultimately responsible for the negotiation of audit fees associated with the retention of Deloitte & Touche LLP. The following fees have been, or are anticipated to be, billed by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates, for professional services rendered to Allstate for the fiscal years ending December 31, 2018, and December 31, 2019.
2018 | 2019 | |||||
Audit fees(1) | $ | 10,606,000 | $ | 11,032,000 | ||
Audit-related fees(2) | $818,000 | $816,000 | ||||
Tax fees(3) | $351,000 | $629,000 | ||||
All other fees(4) | $475,000 | $266,000 | ||||
Total fees | $ | 12,250,000 | $ | 12,743,000 |
(1) | Fees for audits of annual financial statements, reviews of quarterly financial statements, statutory audits, attest services, comfort letters, consents, and review of documents filed with the SEC. The amounts disclosed do not reflect reimbursements expected to be received for certain separate account audit fees from the managing entity in the amounts of $158,000 and $160,000 for 2018 and 2019, respectively. Total fees have been adjusted to reflect actual expenditures for the
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(2) | Audit-related fees relate to
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2018 | 2019 | |||||
Audits and other attest services for non-consolidated entities | $ | 358,000 | $ | 358,000 | ||
Other audit-related fees | $ | 460,000 | $ | 458,000 | ||
Total audit-related fees | $ | 818,000 | $ | 816,000 |
(3) | Tax fees include income tax return preparation, compliance assistance, tax studies and research, and international tax planning. |
(4) | “All other fees” includes all fees paid that are not audit, audit-related, or tax services. These fees relate to |
Representatives of Deloitte & Touche LLP will be present at the 2020 Annual Meeting to respond to questions and may make a statement if they choose. If stockholders fail to ratify the appointment, the audit committee will reconsider the appointment, but no assurance can be given that the audit committee will be able to change the appointment while enabling timely completion of the 2020 audited financial statements.
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Audit Committee Report<Audit Committee Matters
Deloitte & Touche LLP (Deloitte) was Allstate’s independent registered public accountant for the year ended December 31, 2019.
The audit committee reviewed and discussed with management the audited financial statements for the fiscal year ended December 31, 2019.
The committee discussed with Deloitte the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. The committee received the written disclosures and letter from Deloitte that is required by applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the committee concerning independence and has discussed with Deloitte its independence.
Based on these reviews and discussions and other information considered by the committee in its judgment, the committee recommended to the Board of Directors that the audited financial statements be included in Allstate’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, for filing with the Securities and Exchange Commission, and furnished to stockholders with this Notice of Annual Meeting and Proxy Statement.
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2020 Proxy Statement 81
Security Ownership of Directors and Executive Officers
The following table shows the Allstate common shares beneficially owned as of March 1, 2020, by each director and named executive individually, and by all executive officers and directors of Allstate as a group. Shares reported as beneficially owned include shares held indirectly through the Allstate 401(k) Savings Plan and other shares held indirectly. It also includes shares subject to stock options exercisable, and restricted stock units subject to conversion into common shares, within sixty days of March 1. As of March 1, 2020, none of these shares were pledged as security.
Name of Beneficial Owner | Amount and Nature of Beneficial Ownership of Allstate Common Stock(1) | Common Stock Subject to Options Exercisable on or Prior to April 29, 2020 | Restricted Stock Units(2) | Total Stock-Based Ownership(3) | Percent of Class | ||||||
Kermit R. Crawford | 1,000 | 0 | 14,116 | 15,116 | * | ||||||
Michael L. Eskew | 190 | 0 | 9,455 | 9,645 | * | ||||||
Margaret M. Keane | 2,218 | 0 | 3,892 | 6,110 | * | ||||||
Siddharth N. Mehta | 0 | 0 | 10,594 | 10,594 | * | ||||||
Jacques P. Perold | 35 | 0 | 6,240 | 6,275 | * | ||||||
Andrea Redmond | 4,000 | 0 | 24,530 | 28,530 | * | ||||||
Gregg M. Sherrill | 0 | 0 | 4,400 | 4,400 | * | ||||||
Judith A. Sprieser | 0 | 0 | 35,246 | 35,246 | * | ||||||
Perry M. Traquina | 808 | 0 | 5,058 | 5,866 | * | ||||||
Thomas J. Wilson | 770,886 | 2,644,298 | 0 | 3,415,184 | 1.08 | % | |||||
Mario Rizzo | 18,891 | 100,820 | 0 | 119,711 | * | ||||||
Don Civgin | 168,565 | 124,108 | 0 | 292,673 | * | ||||||
Glenn T. Shapiro | 30,839 | 74,276 | 0 | 105,115 | * | ||||||
Steven E. Shebik | 159,542 | 474,632 | 0 | 634,174 | * | ||||||
All directors and executive officers as a group (22 total) | 1,392,556 | 4,195,242 | 113,531 | 5,701,329 | 1.80 | % |
* | Less than 1% of | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) | This column includes restricted stock units held by executive officers that convert into common shares by April 29, 2020. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(2) | All non-employee directors hold restricted stock units granted under Allstate’s equity compensation plans for non-employee directors. This column lists those restricted stock units that would be distributed to directors in the form of shares of common stock
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Security Ownership of Certain Beneficial Owners < Stock Ownership Information
Security Ownership of Certain Beneficial Owners
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |||||
Common | BlackRock Inc. | 26,153,711 | (1) | 8.10 | % | |||
55 East 52nd Street | ||||||||
New York, NY 10055 | ||||||||
Common | The Vanguard Group | 24,981,977 | (2) | 7.71 | % | |||
100 Vanguard Boulevard | ||||||||
Malvern, PA 19355 | ||||||||
Common | State Street Corporation | 16,224,366 | (3) | 5.02 | % | |||
One Lincoln Street | ||||||||
Boston, MA 02111 |
Security Ownership of Certain Beneficial Owners Stock Ownership Information
Security Ownership of Certain Beneficial Owners
Title of Class | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | ||||
Common | BlackRock Inc. | 26,955,890 | (1) | 7.5% | |||
55 East 52nd Street | |||||||
New York, NY 10055 | |||||||
Common | The Vanguard Group | 24,334,379 | (2) | 6.92% | |||
100 Vanguard Boulevard | |||||||
Malvern, PA 19355 |
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Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Allstate’s executive officers, directors, and persons who beneficially own more than 10% of Allstate’s common stock to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission.
Based upon a review of copies of such reports, or written representations that all such reports were timely filed, Allstate believes that each of its executive officers and directors complied with all Section 16(a) filing requirements applicable to them during 2017.
Who is asking for my vote and why?
The Allstate Board of Directors is soliciting proxies for use at the annual meeting of stockholders to be held on May 11, 2018, and any adjournments or postponements of the meeting. The annual meeting will be held only if there is a quorum, which means that a majority of the outstanding common stock entitled to vote is represented at the meeting by proxy or in person. To ensure there will be a quorum, the Allstate Board asks you to vote before the meeting, which allows your Allstate stock to be represented at the annual meeting.
Who can vote at the annual meeting?
The Allstate Board has set the close of business on March 13, 2018, as the record date for the meeting. This means that you are entitled to vote if you were a stockholder of record at the close of business on March 13, 2018. On that date, there were 353,139,462 shares of Allstate common stock outstanding and entitled to vote at the annual meeting.
Why did I receive a notice of Internet availability of proxy materials instead of the proxy materials?
We distribute our proxy materials to certain stockholders over the Internet using “Notice and Access” delivery, as permitted by the rules of the Securities and Exchange Commission. We elected to use this method for certain stockholders as it reduces our print and mail costs and the environmental impact of our annual stockholders’ meeting.
How do I vote?
Instructions on how to vote your shares are included on the Notice onpage 4. If you hold shares in your own name as a registered stockholder, you may vote in person by attending the annual meeting, or you may instruct the proxies how to vote your shares by following the instructions on the proxy card/voting instruction form.If you plan to attend the meeting in person, please see the details onpages 81-82.
If you hold shares in street name (that is, through a broker, bank, or other record holder), you should follow the instructions provided by your broker, bank, or other record holder to vote your shares.
If you hold shares through the Allstate 401(k) Savings Plan, please see the instructions onpage 82.
Can I change my vote?
Before your shares have been voted at the annual meeting by the proxies, you may change or revoke your voting instructions by providing instructions again by telephone, by Internet, in writing, or, if you are a registered stockholder, by voting in person at the annual meeting.
Are the votes kept confidential?
All proxies, ballots, and tabulations that identify the vote of a particular stockholder are confidential, except as necessary to allow the inspector of election to certify the voting results or to meet certain legal requirements. A representative of American Election Services, LLC will act as the inspector of election and will count the votes. The representative is independent of Allstate and its directors, officers, and employees.
If you write a comment on your proxy card, voting instruction form, or ballot, it may be provided to our Secretary along with your name and address.
Your comments will be provided without reference to how you voted, unless the vote is mentioned in your comment or unless disclosure of the vote is necessary to understand your comment. At our request, the distribution agent or the solicitation agent will provide us with periodic status reports on the aggregate vote. These status reports may include a list of stockholders who have not voted and breakdowns of vote totals by different types of stockholders, as long as we are not able to determine how a particular stockholder voted.
Proxy and Voting Information Other Information
What happens if I submit a signed proxy card but do not indicate how I want to vote?
You may instruct the proxies to vote “FOR” or “AGAINST” on each proposal, or you may instruct the proxies to “ABSTAIN” from voting. If you submit a signed proxy card/voting instruction form to allow your shares to be represented at the annual meeting but do not indicate how your shares should be voted on one or more proposals, then the proxies will vote your shares as the Board of Directors recommends on those proposals. Other than the proposals listed onpages 5-8, we do not know of any other matters to be presented at the meeting. If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their best judgment.
What vote is needed to approve each item?
Shares of common stock represented by a properly completed proxy card/voting instruction form will be counted as present at the meeting for purposes of determining a quorum, even if the stockholder is abstaining from voting.
Proposal 1.To be elected under Allstate’s majority vote standard, each director must receive an affirmative vote of the majority of the votes cast. In other words, the number of shares voted “For” a director must exceed 50% of the votes cast on that director. Abstentions will not be counted as votes cast and will have no impact on the vote’s outcome.
Proposals 2 – 5.A majority of the shares present in person or represented by proxy at the meeting and entitled to vote must be voted “For” the proposal.Abstentions will have the effect of a vote against the proposal.
Are broker non-votes counted at the meeting?
Brokers and banks have discretionary authority to vote shares in the absence of instructions on matters the New York Stock Exchange considers “routine,” such as the ratification of the appointment of the auditors. They do not have discretionary authority to vote shares in the absence of instructions on “non-routine” matters, such as the election of directors, say-on-pay, or the stockholder proposals. Broker non-votes will not be counted as shares entitled to vote on any of the foregoing matters and will have no impact on the vote’s outcome.
What is “householding” and how does it affect me?
Allstate has adopted the “householding” procedure approved by the SEC, which allows us to deliver one set of documents to a household of stockholders instead of delivering a set to each stockholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendlySchedule 13G/A filed on February 5, 2020. Of these shares, BlackRock reported it held 21,708,554 shares with sole voting power; 0 shares with shared voting power; 26,153,711 shares with sole dispositive power; and cost-effective because it reduces the number of copies to be printed and mailed. Stockholders who receive proxy materials in paper form will continue to receive separate proxy cards/voting instruction forms to vote their shares. Stockholders who receive the Notice of Internet Availability of Proxy Materials will receive instructions on submitting their proxy cards/voting instruction form via the Internet.
If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact our distribution agent, Broadridge Financial Solutions, by calling (866) 540-7095 or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. We will promptly deliver the proxy materials to you upon receipt of your request. If you hold your0 shares in street name, please contact your bank, broker, or other record holder to request information about householding.
If you receive more than one proxy card/voting instruction form, yourwith shared dispositive power.
How do I attend the annual meeting?
If you plan to attend the meeting, you must be a holder of Allstate sharesbeneficially owned as of the record dateDecember 31, 2019, as set forth in a Schedule 13G/A filed on February 12, 2020. Of these shares, The Vanguard Group reported it held 484,886 shares with sole voting power; 124,219 shares with shared voting power; 24,404,143 shares with sole dispositive power; and 577,834 shares with shared dispositive power.
2020 Proxy Statement 83
Who is asking for my vote and why?
The Allstate Board of Directors is soliciting proxies for use at the Annual Meeting of stockholders to be held on
May 19, 2020, and any adjournments or postponements of the meeting. The Annual Meeting will be held only if there is a quorum, which means that a majority of the outstanding common stock entitled to vote is represented at the meeting by proxy or in person. To ensure there will be a quorum, the Allstate Board asks you to vote before the meeting, which allows your Allstate stock to be represented at the Annual Meeting.
To express our appreciation for your participation, Allstate will
Who can vote at the Annual Meeting? The Allstate Board has set the close of business on March 20, 2020, as the record date for the meeting. This means that you are entitled to vote if you were a stockholder of record at the close of business on March 20, 2020. On that date, there were 316,405,354 shares of Allstate common stock outstanding and entitled to vote at the Annual Meeting. Why did I receive a notice of Internet availability of proxy materials instead of the proxy materials? We distribute our proxy materials to certain stockholders over the Internet using “Notice and Access” delivery, as permitted by the rules of the SEC. We elected to use this method for certain stockholders as it reduces our print and mail costs and the environmental impact of our annual stockholders’ meeting. How do I vote? Instructions on how to vote your shares are included on the Notice onpage 5. If you hold shares in your own name as a registered stockholder, you may vote by participating in |
If you are acting as a proxy, we will need to review a valid written legal proxy signed by the owner of the common stock granting you the required authority to vote the owner’s shares.
Where can I find the results of the annual meeting?
Preliminary results will be announced at the meeting and final results will be reported in a current report on Form 8-K, which is expected to be filed with the SEC within four business days after the meeting.
Who will pay the cost of this proxy solicitation?
Allstate pays the cost of this proxy solicitation. Officers and other employees of Allstate and its subsidiaries may solicit proxies by mail, personal interview, telephone, facsimile, electronic means, or via the Internet. None of these individuals will receive special compensation for soliciting votes, which will be performed in addition to their regular duties, and some of them may not necessarily solicit proxies. Allstate also has made arrangements with brokerage firms, banks, record holders, and other fiduciaries to forward proxy solicitation materials to the beneficial owners of shares they hold on your behalf. Allstate will reimburse these intermediaries for reasonable out-of-pocket expenses. Georgeson LLC, 1290 Avenue of the Americas, 9th Floor, New York, NY 10104 has been retained to assist in the solicitation of proxies for a fee of $16,500 plus expenses.
How do I vote if I hold shares through the 401(k) Savings Plan?
If you hold Allstate common shares through the Allstate 401(k) Savings Plan, your proxy card/voting instruction form for those shares will instruct the plan trustee how to vote those shares. If you received your annual
meeting, or you may instruct the proxies how to vote your shares by following the instructions on the proxy card/voting instruction form.If you plan to participate in the meeting, please see the details onpages 85-86.
If you hold shares in street name (that is, through a broker, bank, or other record holder), you should follow the instructions provided by your broker, bank, or other record holder to vote your shares.
If you hold shares through the Allstate 401(k) Savings Plan, please see the instructions onpage 87.
Can I change my vote?
Before your shares have been voted at the Annual Meeting by the proxies, you may change or revoke your voting instructions by providing instructions again by telephone, by Internet, in writing, or, if you are a registered stockholder, by voting at the Annual Meeting.
Are the votes kept confidential?
All proxies and tabulations that identify the vote of a particular stockholder are confidential, except as necessary to allow the inspector of election to certify the voting results or to meet certain legal requirements. A representative of American Election Services, LLC will act as the inspector of election and will count the votes. The representative is independent of Allstate and its directors, officers, and employees.
If you write a comment on your proxy card or voting instruction form, it may be provided to our Secretary along with your name and address.
84 www.allstateproxy.com
Proxy and Voting Information < Other Information
Your comments will be provided without reference to how you voted, unless the vote is mentioned in your comment or unless disclosure of the vote is necessary to understand your comment. At our request, the distribution agent or the solicitation agent will provide us with periodic status reports on the aggregate vote. These status reports may include a list of stockholders who have not voted and breakdowns of vote totals by different types of stockholders, as long as we are not able to determine how a particular stockholder voted.
What happens if I submit a signed proxy card but do not indicate how I want to vote?
You may instruct the proxies to vote “FOR” or “AGAINST” on each proposal, or you may instruct the proxies to “ABSTAIN” from voting. If you submit a signed proxy card/voting instruction form to allow your shares to be represented at the Annual Meeting but do not indicate how your shares should be voted on one or more proposals, then the proxies will vote your shares as the Board of Directors recommends on those proposals. Other than the proposals listed onpages 8-11, we do not know of any other matters to be presented at the meeting. If any other matters are properly presented at the meeting, the proxies may vote your shares in accordance with their best judgment.
What vote is needed to approve each item?
Shares of common stock represented by a properly completed proxy card/voting instruction form will be counted as present at the meeting for purposes of determining a quorum, even if the stockholder is abstaining from voting.
Proposal 1.To be elected under Allstate’s majority vote standard, each director must receive an affirmative vote of the majority of the votes cast. In other words, the number of shares voted “FOR” a director must exceed 50% of the votes cast on that director. Abstentions will not be counted as votes cast and will have no impact on the vote’s outcome.
Proposals 2 – 3.A majority of the shares present in person or represented by proxy at the meeting and entitled to vote must be voted “FOR” the proposal.Abstentions will have the effect of a vote against the proposal.
Are broker non-votes counted at the meeting?
Brokers and banks have discretionary authority to vote shares in the absence of instructions on matters the NYSE considers “routine,” such as the ratification of the appointment of the auditors. They do not have discretionary authority to vote shares in the absence of instructions on “non-routine” matters, such as the election of directors or say-on-pay. Broker non-votes will not be counted as shares entitled to vote on any of the foregoing non-routine matters and will have no impact on the vote’s outcome.
What is “householding” and how does it affect me?
Allstate has adopted the “householding” procedure approved by the SEC, which allows us to deliver one set of documents to a household of stockholders instead of delivering a set to each stockholder in a household, unless we have been instructed otherwise. This procedure is more environmentally friendly and cost-effective because it reduces the number of copies to be printed and mailed. Stockholders who receive proxy materials in paper form will continue to receive separate proxy cards/voting instruction forms to vote their shares. Stockholders who receive the Notice of Internet Availability of Proxy Materials will receive instructions on submitting their proxy cards/voting instruction form via the Internet.
If you would like to change your householding election, request that a single copy of the proxy materials be sent to your address, or request a separate copy of the proxy materials, please contact our distribution agent, Broadridge Financial Solutions, by calling (866) 540-7095 or by writing to Broadridge Householding Department, 51 Mercedes Way, Edgewood, NY 11717. We will promptly deliver the proxy materials to you upon receipt of your request. If you hold your shares in street name, please contact your bank, broker, or other record holder to request information about householding.
If you receive more than one proxy card/voting instruction form, your shares probably are registered in more than one account or you may hold shares both as a registered stockholder and through the Allstate 401(k) Savings Plan. You should vote each proxy card/voting instruction form you receive.
How do I attend the Annual Meeting?
As part of our precautions regarding the coronavirus (COVID-19) and to support the health and well-being of our stockholders, the 2020 Annual Meeting of Stockholders will be held in a virtual meeting format only. You will not be able to
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Other Information > Proxy and Voting Information
attend the annual meeting physically. We have worked to offer the same participation opportunities as were provided at our past in-person meetings while further enhancing the online experience available to all stockholders.
If you plan to participate in the annual meeting, you must be a holder of Allstate shares as of the record date of March 20, 2020, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. To be admitted to the annual meeting at www.virtualshareholdermeeting.com/ALL2020, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice of Internet availability. You may begin to log into the meeting platform beginning at 10:30 a.m. Central time on May 19, 2020. The meeting will begin promptly at 11 a.m. Central time on May 19, 2020. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.
You may vote during the annual meeting by following the instructions available on the meeting website during the meeting. Whether or not you participate in the annual meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials. The proxy card included with the proxy materials may be used to vote your shares in connection with the annual meeting.
This year’s stockholders’ question and answer session will include questions submitted in advance of, and questions submitted live during, the annual meeting. You may submit a question in advance of the meeting beginning at 8:30 a.m. Central time on May 15, 2020, and until 11:59 p.m. Central time on May 18, 2020, at www.proxyvote.com after logging in with your 16-digit control number. Once past the login screen, click on “Question for Management”, typing your question and clicking “Submit.” Alternatively, questions may be submitted during the annual meeting through www.virtualshareholdermeeting.com/ALL2020, by typing your question into the “Ask a Question” field and clicking “Submit.” Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online at www.allstateinvestors.com.
If you encounter any difficulties accessing the meeting during the meeting time, please call the technical support number that will be posted on the meeting website.
Following completion of the meeting, a webcast replay will be posted online to our Investor Relations website at www.allstateinvestors.com for at least one year.
Where can I find the results of the Annual Meeting?
Preliminary results will be announced at the meeting, and final results will be reported in a current report on Form 8-K, which is expected to be filed with the SEC within four business days after the meeting.
Who will pay the cost of this proxy solicitation?
Allstate pays the cost of this proxy solicitation. Officers and other employees of Allstate and its subsidiaries may solicit proxies by mail, personal interview, telephone, facsimile, electronic means, or via the Internet. None of these individuals will receive special compensation for soliciting votes, which will be performed in addition to their regular duties, and some of them may not necessarily solicit proxies. Allstate also has made arrangements with brokerage firms, banks, record holders, and other fiduciaries to forward proxy solicitation materials to the beneficial owners of shares they hold on your behalf. Allstate will reimburse these intermediaries for reasonable out-of-pocket expenses. Alliance Advisors, 200 Broadacres Drive, 3rdFloor, Bloomfield, NJ 07003 has been retained to assist in the solicitation of proxies for a fee of $20,000 plus expenses.
How do I submit stockholder proposals or director nominations for the 2021 annual meeting?
Proposals that stockholders would like to include in Allstate’s proxy materials for presentation at the 2021 annual meeting of stockholders must be received by the Office of the Secretary by December 7, 2020, and must otherwise comply with SEC rules in order to be eligible for inclusion in the proxy materials for the 2021 Annual Meeting.
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Proxy and Voting Information < Other Information
If a stockholder would like to bring a matter before the meeting that is not the subject of a proposal that meets the SEC proxy rule requirements for inclusion in the proxy statement, the stockholder must follow procedures in Allstate’s bylaws in order to personally present the proposal at the meeting.
One of the procedural requirements in the bylaws is timely notice in writing of the business the stockholder proposes to bring before the meeting. Notice of business proposed to be brought before the 2021 annual meeting must be received by the Office of the Secretary no earlier than the close of business on January 19, 2021, and no later than the close of business on February 18, 2021. Among other things, the notice must describe the business proposed to be brought before the meeting, the reasons for conducting the business at the meeting, and any material interest of the stockholder in the business.
A stockholder also may directly nominate someone for election as a director at a stockholders’ meeting. Under our bylaws, a stockholder may nominate a candidate at the 2021 annual meeting by providing advance notice to Allstate to the Office of the Secretary that is received no earlier than the close of business on January 19, 2021, and no later than the close of business on February 18, 2021. For proxy access nominees to be considered at the 2021 annual meeting, the nomination notice must be received by the Office of the Secretary no earlier than the close of business on November 7, 2020, and no later than the close of business on December 7, 2020. Among other things, the notice must include the information and documents described in Section 20 of the company’s bylaws.
A copy of the procedures and requirements related to the above matters is available upon request from the Office of the Secretary or can be found on Allstate’s website, www.allstateinvestors.com. The notices required above must be sent to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite F7, Northbrook, IL 60062-6127.
How do I vote if I hold shares through the 401(k) Savings Plan?
If you hold Allstate common shares through the Allstate 401(k) Savings Plan, your proxy card/voting instruction form for those shares will instruct the plan trustee how to vote those shares. If you received your Annual Meeting materials electronically, and you hold Allstate common shares both through the plan and also directly as a registered stockholder, the voting instructions you provide electronically will be applied to both your plan shares and your registered shares. If you return a signed proxy card/voting instruction form or vote by telephone or the Internet on a timely basis, the trustee will follow your voting instructions for all Allstate common shares allocated to your plan account unless that would be inconsistent with the trustee’s duties.
If your voting instructions are not received on a timely basis, the shares allocated to your plan account will be considered “unvoted.” If you return a signed proxy card/voting instruction form but do not indicate how your shares should be voted on a given matter, the shares represented by your proxy card/voting instruction form will be voted as the Board of Directors recommends.The trustee will vote all unvoted shares and all unallocated shares held by the plan as follows:
► | If the trustee receives instructions (through voting instruction forms or through telephonic or Internet instruction) on a timely basis for at least 50% of the votable allocated shares in the plan, then it will vote all unvoted shares and unallocated shares in the same proportion and in the same manner as the shares for which timely instructions have been received, unless to do so would be inconsistent with the trustee’s duties. | ||||
► | If
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Plan votes receive the same high level of confidentiality as all other votes.You may not vote the shares allocated to your plan account by voting at the meeting. You must instruct The Northern Trust Company, as trustee for the plan, how to vote your shares.
By order of the Board,
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Other Information > Appendix A – Definitions of Non-GAAP Measures
Appendix A – Definitions of Non-GAAP Measures
Measures that are not based on accounting principles generally accepted in the United States of America (“non-GAAP”) are defined and reconciled to the most directly comparable GAAP measure. We believe that investors’ understanding of Allstate’s performance is enhanced by our disclosure of the following non-GAAP measures. Our methods for calculating these measures may differ from those used by other companies and therefore comparability may be limited.
Adjusted Net Incomeis net income applicable to common shareholders, excluding:
March 28, 2018
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► | pension and other postretirement remeasurement gains and losses, after-tax, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
► | valuation changes on embedded derivatives not hedged, after-tax, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
► | amortization of deferred policy acquisition costs (“DAC”) and deferred sales inducements (“DSI”), to the extent they resulted from the recognition of certain realized capital gains and losses or valuation changes on embedded derivatives not hedged, after-tax, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
► | business combination expenses and the amortization or impairment of purchased | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
► | gain (loss) on disposition of operations, after-tax, and | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
► | adjustments for other significant non-recurring, infrequent or unusual
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Net income applicable to common shareholders is the GAAP measure that is most directly comparable to Adjusted Net Income.
We use Adjusted Net Income as an important measure to evaluate our results of operations. We believe that the measure provides investors with a valuable measure of the company’s ongoing performance because it reveals trends in our insurance and financial services business that may be obscured by the net effect of realized capital gains and losses, pension and other postretirement remeasurement gains and losses, valuation changes on embedded derivatives not hedged, business combination expenses and the amortization or impairment of purchased intangibles, impairment of goodwill, gain (loss) on disposition of operations and adjustments for other significant non-recurring, infrequent or unusual items. Realized capital gains and losses, pension and other postretirement remeasurement gains and losses, valuation changes on embedded derivatives not hedged and gain (loss) on disposition of operations may vary significantly between periods and are generally driven by business decisions and external economic developments such as capital market conditions, the timing of which is unrelated to the insurance underwriting process. Consistent with our intent to protect results or earn additional income, Adjusted Net Income includes periodic settlements and accruals on certain derivative instruments that are reported in realized capital gains and losses because they do not qualify for hedge accounting or are not designated as hedges for accounting purposes. These instruments are used for economic hedges and to replicate fixed income securities, and by including them in Adjusted Net Income, we are appropriately reflecting their trends in our performance and in a manner consistent with the economically hedged investments, product attributes (e.g. net investment income and interest credited to contractholder funds) or replicated investments.
Business combination expenses are excluded because they are non-recurring in nature and impairment of goodwill as well as the amortization or impairment of purchased intangibles is excluded because it relates to the acquisition purchase price and is not indicative of our underlying business results or trends.
Non-recurring items are excluded because, by their nature, they are not indicative of our business or economic trends.
Accordingly, Adjusted Net Income excludes the effect of items that tend to be highly variable from period to period and highlights the results from ongoing operations and the underlying profitability of our business. A byproduct of excluding these items to determine Adjusted Net Income is the transparency and understanding of their significance to net income variability and profitability while recognizing these or similar items may recur in subsequent periods.
Adjusted Net Income is used by management along with the other components of net income applicable to common shareholders to assess our performance. We use adjusted measures of Adjusted Net Income in incentive compensation. Therefore, we believe it is useful for investors to evaluate net income applicable to common shareholders, Adjusted Net Income and their components separately and in the aggregate when reviewing and evaluating our performance.
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Appendix A – Definitions of Non-GAAP Measures < Other Information
We note that investors, financial analysts, financial and business media organizations and rating agencies utilize Adjusted Net Income results in their evaluation of our and our industry’s financial performance and in their investment decisions, recommendations and communications as it represents a reliable, representative and consistent measurement of the industry and the company and management’s performance. We note that the price to earnings multiple commonly used by insurance investors as a forward-looking valuation technique uses Adjusted Net Income as the denominator. Adjusted Net Income should not be considered a substitute for net income applicable to common shareholders and does not reflect the overall profitability of our business.
The following table reconciles net income applicable to common shareholders and Adjusted Net Income for the years ended December 31. Beginning January 1, 2018, the Tax Legislation reduced the U.S. corporate income tax rate from 35% to 21%. Taxes on adjustments to reconcile net income applicable to common shareholders and Adjusted Net Income generally use a 21% effective tax rate for 2019, 2018 and 35% for 2017 and prior periods and are reported net of income taxes as the reconciling adjustment, except for 2017 goodwill impairment that has no income tax benefit and the Tax Legislation benefit and change in accounting for investments in qualified affordable housing projects that are adjustments directly related to tax.
Per diluted common share | ||||||||||||||||||||||||||||||||||||||||
($ in millions, except per share data) | 2019 | 2018 | 2017 | 2016 | 2015 | 2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||||||||||||||||
Net income applicable to common shareholders | $ | 4,678 | $ | 2,012 | $ | 3,438 | $ | 1,692 | $ | 2,138 | $ | 14.03 | $ | 5.70 | $ | 9.35 | $ | 4.48 | $ | 5.26 | ||||||||||||||||||||
Realized capital gains and losses, after-tax | (1,488 | ) | 688 | (298 | ) | 56 | (19 | ) | (4.46 | ) | 1.95 | (0.81 | ) | 0.15 | (0.05 | ) | ||||||||||||||||||||||||
Pension and other postretirement remeasurement gains and losses, after-tax | 90 | 370 | (141 | ) | 175 | 49 | 0.27 | 1.05 | (0.38 | ) | 0.46 | 0.12 | ||||||||||||||||||||||||||||
Valuation changes on embedded derivatives not hedged, after-tax | 15 | (3 | ) | — | 2 | 1 | 0.05 | (0.01 | ) | — | 0.01 | — | ||||||||||||||||||||||||||||
DAC and DSI amortization relating to realized capital gains and losses and valuation changes on embedded derivatives not hedged, after-tax | 5 | 7 | 10 | 4 | 3 | 0.01 | 0.02 | 0.03 | 0.01 | 0.01 | ||||||||||||||||||||||||||||||
Reclassification of periodic settlements and accruals on non-hedge derivative instruments, after-tax | (2 | ) | (2 | ) | (3 | ) | (3 | ) | (2 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | (0.01 | ) | — | |||||||||||||||||||||
Business combination expenses and the amortization of purchased intangibles, after-tax | 100 | 90 | 79 | 21 | 32 | 0.30 | 0.25 | 0.21 | 0.06 | 0.08 | ||||||||||||||||||||||||||||||
Impairment of goodwill and purchased intangibles, after-tax | 83 | — | 125 | — | — | 0.25 | — | 0.34 | — | — | ||||||||||||||||||||||||||||||
Gain on disposition of operations, after-tax | (4 | ) | (4 | ) | (13 | ) | (3 | ) | (2 | ) | (0.01 | ) | (0.01 | ) | (0.04 | ) | (0.01 | ) | (0.01 | ) | ||||||||||||||||||||
Tax Legislation (benefit) | — | (29 | ) | (509 | ) | — | — | — | (0.08 | ) | (1.38 | ) | — | — | ||||||||||||||||||||||||||
Change in accounting for investments in qualified affordable housing projects | — | — | — | — | 45 | — | — | — | — | 0.11 | ||||||||||||||||||||||||||||||
Adjusted Net Income | $ | 3,477 | $ | 3,129 | $ | 2,688 | $ | 1,944 | $ | 2,245 | $ | 10.43 | $ | 8.86 | $ | 7.31 | $ | 5.15 | $ | 5.52 |
Combined ratio excluding the effect of catastrophes, prior year reserve reestimates and amortization or impairment of purchased intangibles (“underlying combined ratio”)is a non-GAAP ratio, which is computed as the difference between four GAAP operating ratios: the combined ratio, the effect of catastrophes on the combined ratio, the effect of prior year non-catastrophe reserve reestimates on the combined ratio, and the effect of amortization or impairment of purchased intangibles on the combined ratio. We believe that this ratio is useful to investors and it is used by management to reveal the trends in our Property-Liability business that may be obscured by catastrophe losses, prior year reserve reestimates and amortization or impairment of purchased intangibles. Catastrophe losses cause our loss trends to vary significantly between periods as a result of their incidence of occurrence and magnitude, and can have a significant impact on the combined ratio. Prior year reserve reestimates are caused by unexpected loss development on historical reserves, which could increase or decrease current year Net Income. Amortization or impairment of purchased intangibles relates to the acquisition purchase price and is not indicative of our underlying insurance business results or trends. We believe it is useful for investors to evaluate these components separately and in the aggregate when reviewing our underwriting performance. We also provide it to facilitate a comparison to our outlook on the underlying combined ratio. The most directly comparable GAAP measure is the combined ratio. The underlying combined ratio should not be considered a substitute for the combined ratio and does not reflect the overall underwriting profitability of our business.
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Other Information > Appendix A – Definitions of Non-GAAP Measures
The following table reconciles the Property-Liability combined ratio to the Property-Liability underlying combined ratio for the years ended December 31.
2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||
Combined Ratio | 92.0 | 93.2 | 93.0 | 95.5 | 94.1 | ||||||||||
Effect of catastrophe losses | (7.3 | ) | (8.7 | ) | (10.3 | ) | (8.4 | ) | (5.8 | ) | |||||
Effect of prior year non-catastrophe reserve reestimates | 0.4 | 0.8 | 1.5 | 0.2 | (0.3 | ) | |||||||||
Effect of amortization of purchased intangibles | — | — | — | (0.1 | ) | (0.2 | ) | ||||||||
Effect of impairment of purchased intangibles | (0.1 | ) | — | — | — | — | |||||||||
Underlying combined ratio | 85.0 | 85.3 | 84.2 | 87.2 | 87.8 | ||||||||||
Effect of prior year catastrophe reserve reestimates | 0.1 | 0.1 | (0.1 | ) | — | — |
Adjusted Net Income return on common shareholders’ equityis a ratio that uses a non-GAAP measure. It is calculated by dividing the rolling 12-month Adjusted Net Income by the average of common shareholders’ equity at the beginning and at the end of the 12-months, after excluding the effect of unrealized net capital gains and losses. Return on common shareholders’ equity is the most directly comparable GAAP measure. We use Adjusted Net Income as the numerator for the same reasons we use Adjusted Net Income, as discussed above. We use average common shareholders’ equity excluding the effect of unrealized net capital gains and losses for the denominator as a representation of common shareholders’ equity primarily attributable to the company’s earned and realized business operations because it eliminates the effect of items that are unrealized and vary significantly between periods due to external economic developments such as capital market conditions like changes in equity prices and interest rates, the amount and timing of which are unrelated to the insurance underwriting process. We use it to supplement our evaluation of net income applicable to common shareholders and return on common shareholders’ equity because it excludes the effect of items that tend to be highly variable from period to period. We believe that this measure is useful to investors and that it provides a valuable tool for investors when considered along with return on common shareholders’ equity because it eliminates the after-tax effects of realized and unrealized net capital gains and losses that can fluctuate significantly from period to period and that are driven by economic developments, the magnitude and timing of which are generally not influenced by management. In addition, it eliminates non-recurring items that are not indicative of our ongoing business or economic trends. A byproduct of excluding the items noted above to determine Adjusted Net Income return on common shareholders’ equity from return on common shareholders’ equity is the transparency and understanding of their significance to return on common shareholders’ equity variability and profitability while recognizing these or similar items may recur in subsequent periods. We use adjusted measures of Adjusted Net Income return on common shareholders’ equity in incentive compensation. Therefore, we believe it is useful for investors to have Adjusted Net Income return on common shareholders’ equity and return on common shareholders’ equity when evaluating our performance. We note that investors, financial analysts, financial and business media organizations and rating agencies utilize Adjusted Net Income return on common shareholders’ equity results in their evaluation of our and our industry’s financial performance and in their investment decisions, recommendations and communications as it represents a reliable, representative and consistent measurement of the industry and the company and management’s utilization of capital. We also provide it to facilitate a comparison to our long-term Adjusted net income return on common shareholders’ equity goal. Adjusted Net Income return on common shareholders’ equity should not be considered a substitute for return on common shareholders’ equity and does not reflect the overall profitability of our business.
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Appendix A – Definitions of Non-GAAP Measures< Other Information
The following tables reconcile return on common shareholders’ equity and Adjusted Net Income return on common shareholders’ equity for the years ended December 31.
($ in millions) | 2019 | 2018 | 2017 | 2016 | 2015 | |||||||||||||||
Return on common shareholders’ equity | ||||||||||||||||||||
Numerator: | ||||||||||||||||||||
Net income applicable to common shareholders | $ | 4,678 | $ | 2,012 | $ | 3,438 | $ | 1,692 | $ | 2,138 | ||||||||||
Denominator: | ||||||||||||||||||||
Beginning common shareholders’ equity(1) | $ | 19,382 | $ | 20,805 | $ | 18,823 | $ | 18,274 | $ | 20,557 | ||||||||||
Ending common shareholders’ equity(1) | 23,750 | 19,382 | 20,805 | 18,823 | 18,274 | |||||||||||||||
Average common shareholders’ equity | $ | 21,566 | $ | 20,094 | $ | 19,814 | $ | 18,549 | $ | 19,416 | ||||||||||
Return on common shareholders’ equity | 21.7 | % | 10.0 | % | 17.4 | % | 9.1 | % | 11.0 | % | ||||||||||
2019 | 2018 | 2017 | 2016 | 2015 | ||||||||||||||||
Adjusted Net Income return on common shareholders’ equity | ||||||||||||||||||||
Numerator: | ||||||||||||||||||||
Adjusted Net Income | $ | 3,477 | $ | 3,129 | $ | 2,688 | $ | 1,944 | $ | 2,245 | ||||||||||
Denominator: | ||||||||||||||||||||
Beginning common shareholders’ equity | $ | 19,382 | $ | 20,805 | $ | 18,823 | $ | 18,274 | $ | 20,557 | ||||||||||
Less: Unrealized net capital gains and losses | (2 | ) | 1,662 | 1,053 | 620 | 1,926 | ||||||||||||||
Adjusted beginning common shareholders’ equity | 19,384 | 19,143 | 17,770 | 17,654 | 18,631 | |||||||||||||||
Ending common shareholders’ equity | 23,750 | 19,382 | 20,805 | 18,823 | 18,274 | |||||||||||||||
Less: Unrealized net capital gains and losses | 1,887 | (2 | ) | 1,662 | 1,053 | 620 | ||||||||||||||
Adjusted ending common shareholders’ equity | 21,863 | 19,384 | 19,143 | 17,770 | 17,654 | |||||||||||||||
Average adjusted common shareholders’ equity | $ | 20,624 | $ | 19,264 | $ | 18,457 | $ | 17,712 | $ | 18,143 | ||||||||||
Adjusted Net Income return on common shareholders’ equity | 16.9 | % | 16.2 | % | 14.6 | % | 11.0 | % | 12.4 | % |
(1) | Excludes equity related to preferred stock of $2,248 million at December 31, 2019, $1,930 million at December 31, 2018 and $1,746 million for all other periods presented. |
2020 Proxy Statement 91
Other Information > Appendix B – Categorical Standards of Independence
Appendix B – Categorical Standards of Independence
In accordance with the Director Independence Standards, the Board has determined that the nature of the following relationships with the corporation do not create a conflict of interest that would impair a director’s independence.
1. | An Allstate director’s relationship arising from (i) only such director’s position as a director of another corporation or organization; (ii) only such director’s direct or indirect ownership of a 5% or less equity interest in another corporation or organization (other than a partnership); (iii) both such position and such ownership; or (iv) such director’s position only as a limited partner in a partnership in which he or she has an interest of 5% or less. | |||||||||
2. | An Allstate director’s relationship arising from an interest of the director, or any entity in which the director is an employee, director, partner, stockholder or officer, in or under any standard-form insurance policy or other financial product offered by the Allstate Group in the ordinary course of business. | |||||||||
3. | An Allstate director’s relationship with another company that participates in a transaction with the | |||||||||
4. | An Allstate director’s relationship with another company that has made payments to, or received payments from, the Allstate Group for property or services in an amount which, in the last fiscal year, does not | |||||||||
5. | An Allstate director’s position as an executive officer of a | |||||||||
6. | An Allstate director’s
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Appendix C – Executive Officers
The following table lists the names and titles of our executive officers as of December 31, 2017.
Appendix C – Executive Officers< Other Information
Appendix C – Executive Officers
The following table lists the names and titles of our executive officers as of December 31, 2019. AIC refers to Allstate Insurance Company.
Name | Principal Positions and Offices Held | |
Thomas J. Wilson | Chair of the Board, President, and Chief Executive Officer of The Allstate Corporation and AIC. | |
Steven E. Shebik | Vice Chair of The Allstate Corporation and AIC. | |
Carolyn D. Blair | Executive Vice President and Chief Human Resources Officer of AIC. | |
Elizabeth A. Brady | Executive Vice President and Chief Marketing, Innovation, and Corporate Relations Officer of AIC. | |
Don Civgin | President, Service Businesses of AIC. | |
John E. Dugenske | Executive Vice President and Chief Investment and Corporate Strategy Officer of AIC. | |
Mary Jane Fortin | President, Allstate Financial Businesses of AIC. | |
Suren Gupta | Executive Vice President, Enterprise Technology and Strategic Ventures of AIC. | |
Susan L. Lees | Executive Vice President, General Counsel, and Secretary of The Allstate Corporation and AIC (Chief Legal Officer). | |
Jesse E. Merten | Executive Vice President and Chief Risk Officer of AIC. | |
John C. Pintozzi | Senior Vice President, Controller and Chief Accounting Officer of The Allstate Corporation and AIC. | |
Mario Rizzo | ||
Executive Vice President and Chief Financial Officer of The Allstate Corporation and AIC. |
Table of ContentsGlenn T. Shapiro
The following table lists the names and titles of our executive officers as of March 1, 2018.
President, Allstate Personal Lines of AIC. |
The following table lists the names and titles of our executive officers as of March 31, 2020. AIC refers to Allstate Insurance Company.
Name | Principal Positions and Offices Held | ||
Thomas J. Wilson | Chair of the Board, President, and Chief Executive | ||
Steven E. Shebik | Vice Chair of The Allstate Corporation and AIC. | ||
Carolyn D. Blair | Executive Vice President and Chief Human Resources Officer of AIC. | ||
Elizabeth A. Brady | Executive Vice President, Chief Marketing, Customer and Communications Officer of AIC. | ||
Don Civgin | Vice Chair of The Allstate Corporation and AIC, and Chief Executive Officer, Protection Products and Services of AIC. | ||
John E. Dugenske | President, Investments and Financial Products of AIC. | ||
Mary Jane Fortin | President, Financial Products of AIC. | ||
Suren Gupta | Executive Vice President, Chief Information Technology and Enterprise Services Officer of AIC. | ||
Susan L. Lees | Executive Vice President, Chief Legal Officer, General Counsel, and Secretary of The Allstate Corporation and AIC. | ||
Jesse E. Merten | Executive Vice President and Chief Risk Officer of AIC. | ||
John C. Pintozzi | Senior Vice President, Controller and Chief Accounting Officer of The Allstate Corporation and AIC. | ||
Mario Rizzo | Executive Vice President and Chief Financial Officer of The Allstate Corporation and AIC. | ||
Glenn T. Shapiro | President, Personal Property-Liability of AIC. | ||
2020 Proxy Statement 93
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