DEF 14A of Allstate Corp, Apr 17, 2025

DEF 14A of Allstate Corp

Filed Apr 17, 2025 · FY20240000899051-25-000030

Open on EDGAR

  1. 2024 Compensation Program Components

    | | Cash | | Long-Term Equity-Based Incentive | | | | | Fixed | Performance-Based/At-Risk | | | | | COMPONENT | Salary | Annual Cash Incentive | Performance Stock Awards | Stock Options | Restricted Stock Units | | LINK TO SHAREHOLDER VALUE | Targeted at 50th percentile of peers to support Allstate’s goal of attracting and retaining top executive talent. | Motivates and rewards executives for performance on key strategic, operational and financial measures during the year. | Motivates and rewards executives for performance on key long-term measures and aligns the interests of executives with long-term shareholder value. | Stock options comprise 30% of equity incentives granted to our CEO in 2024 and 20% for others. Aligns interests of executives with long-term shareholder value. | Restricted Stock Units comprise 20% of equity incentives granted to executives (none to CEO) in 2024. Aligns interests of executives with long-term shareholder value. |

  2. CEO

    | | At-Risk Performance-Based Pay: 92% | | | | 8% Base Salary | 22% Annual Cash Incentive | 49% Performance Stock Awards | 21% Stock Options |

  3. OTHER NEOs

    | | At-Risk Performance-Based Pay: 84% | | | | | 16% Base Salary | 30% Annual Cash Incentive | 32% Performance Stock Awards | 11% Stock Options | 11% Restricted Stock Units |

  4. Director Nominees at a Glance

    Director Nominees at a Glance

  5. Director Nominees at a Glance

    | Name | Age(1) | Tenure (Years)(1) | Number of Other Public Company Boards | Committee Memberships | | Thomas J. Wilson Chair, President and CEO of The Allstate Corporation | 67 | 18 | 0 | | | Gregg M. Sherrill Lead Director Former Executive Chair and CEO of Tenneco Inc. | 72 | 7 | 1 | | | Donald E. Brown Former EVP, Chief Innovation Officer and CFO of NiSource Inc. | 53 | 4 | 0 | | | Kermit R. Crawford Former President and COO of Rite Aid Corporation | 65 | 12 | 2 | | | Richard T. Hume Former CEO of TD SYNNEX CORPORATION | 65 | 4 | 1 | | | Margaret M. Keane CEO of Cisive Inc. | 65 | 7 | 1 | | | Siddharth N. (Bobby) Mehta Former President and CEO of TransUnion | 67 | 11 | 2 | | | Maria R. Morris Former EVP and Head of Global Benefits of MetLife, Inc. | 62 | 1 | 2 | | | Jacques P. Perold Former President of Fidelity Management & Research Company LLC | 66 | 9 | 1 | | | Andrea Redmond Former Managing Director of Russell Reynolds Associates Inc. | 69 | 15 | 0 | | | Judith A. Sprieser Former CEO of Transora Inc. | 71 | 25 | 2 | | | Perry M. Traquina Former Chairman, CEO and Managing Partner of Wellington Management Company LLP | 69 | 8 | 2 | | | Monica J. Turner President, North America of The Procter and Gamble Company | 59 | 2 | 0 | |

  6. Director Nominees at a Glance

    | | Audit Committee | | Compensation and Human Capital Committee | | Risk and Return Committee | | Nominating, Governance and Social Responsibility Committee | | | Executive Committee | | Committee Chair | | Independent | | |

  7. Director Nominees at a Glance

    (1)Calculated as of the date of this proxy statement.

  8. Director Nominees at a Glance

    | 18 | The Allstate Corporation | AllstateProxy.com |

  9. Director Nominees at a Glance

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  10. Nominees’ Skills and Experiences Advance Our Strategy

    Nominees’ Skills and Experiences Advance Our Strategy Our director nominees have a wide range of skills, experiences and leadership to oversee Allstate’s execution of its strategy.

  11. Nominees’ Skills and Experiences Advance Our Strategy

    | | | | | | Strategic and Operational Oversight | Shareholder Advocacy and Corporate Governance | Government, Public Policy and Regulatory Affairs | Leadership | | | | | | | Financial Services | Risk Management | Accounting and Finance | Technology and/or Cybersecurity | | | | | | | Sustainability | Human Capital Management and Succession Planning | Global Perspective | Innovation and Customer Focus |

  12. Committee Capabilities

    Committee Capabilities Our committees have the skills and experience necessary to fulfill the responsibilities set forth in their respective charters. The table below highlights four of the most relevant areas of expertise within each of the committees, but it is not an exhaustive listing of skills and expertise. For more information on committee responsibilities and committee member experience, see pages 35-36.

  13. Committee Capabilities

    | Capabilities/Experience | Audit Committee | Nominating, Governance and Social Responsibility Committee | Risk and Return Committee | Compensation and Human Capital Committee | | Accounting and Finance | n | | n | n | | Complex, Highly Regulated Business | n | | n | | | Financial Services | | | | n | | Government, Public Policy and Regulatory | | n | | | | Human Capital Management and Succession Planning | | n | | n | | Risk Management | n | n | n | n | | Sustainability | | n | | | | Technology and Cybersecurity | n | | n | |

  14. Committee Capabilities

    | The Allstate Corporation | AllstateProxy.com | 19 |

  15. Committee Capabilities

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  16. Director Biographies

    Director Biographies

  17. Director Biographies

    | | Key Experience and Qualifications | | | Donald E. Brown Independent Age 53 Director since 2020 (4 years of tenure) Professional Experience •Former EVP, Chief Innovation Officer and CFO of NiSource Inc., a highly regulated natural gas and electric utilities company serving customers across multiple states. Other Public Board Service •None Attendance at Board/Committee Meetings 100% | | | | | Risk Management: Overall responsibility for identifying and evaluating financial risk exposures and determining steps to mitigate those risks during tenure at NiSource. Accounting and Finance: Significant financial and accounting experience gained leading the financial operations of one of the largest utility companies in the country. Technology and/or Cybersecurity: In-depth understanding of technological advancements and operational transformation to enhance the customer experience at NiSource. | Complex, Highly Regulated Businesses: Expertise developed while working within the heavily regulated utilities industry. Innovation and Customer Focus: Experience obtained while overseeing a business focused on delivering safe, reliable and efficient services to customers and communities. Government, Public Policy and Regulatory Affairs: Deep understanding of compliance and governmental requirements acquired as a senior leader of one of the largest fully regulated utility companies in the U.S. | | | Committee Assignments and Rationale Audit Committee (Chair) •Multiple leadership positions with financial oversight responsibility, including as CFO at NiSource. Risk and Return Committee •Experience evaluating risk exposures and return opportunities as a senior leader in a highly regulated utilities company. •Chair of Allstate's Audit Committee. The Chairs of the Risk and Return and Audit Committees are required to be members of both committees, per their respective charters. | |

  18. Director Biographies

    | | Key Experience and Qualifications | | | Kermit R. Crawford Independent Age 65 Director since 2013 (12 years of tenure) Professional Experience •Former President and COO of Rite Aid Corporation, which operates one of the leading retail drugstore chains in the U.S. •Former EVP and President, Pharmacy, Health and Wellness for Walgreens Boots Alliance, Inc., which operates one of the largest drugstore chains in the U.S. •Former Director of TransUnion and LifePoint Health. Other Public Board Service •C.H. Robinson Worldwide, Inc. (2020–present) •VISA INC. (2022–present) Attendance at Board/Committee Meetings 100% | | | | | Risk Management: Extensive experience in business strategy and risk management gained through his leadership roles. Accounting and Finance: Responsible for all operational aspects of large drugstore chains throughout the country, including financial results. Innovation and Customer Focus: Deep understanding of consumer experiences and insights gained as President, Pharmacy, Health and Wellness at Walgreens, where he effectively oversaw the transition of the pharmacy experience from a model focused primarily on drug delivery to a pharmacist-patient centric model. | Succession Planning and Human Capital Management: As a senior leader at leading retail drugstore chains, responsibilities included leadership of large divisions and human capital priorities and culture. Complex, Highly Regulated Businesses: Expertise acquired in assessing the strategies and performance of a geographically dispersed and consumer-focused service business in a highly competitive and regulated industry. Government, Public Policy and Regulatory Affairs: Extensive knowledge of legal and regulatory requirements relevant for large, public companies gained as a senior leader of one of the largest drugstore chains in the U.S. | | | Committee Assignments and Rationale Nominating, Governance and Social Responsibility Committee •Accumulated critical expertise in corporate governance as a senior leader in a highly regulated industry. •Responsibility for driving sustainability initiatives operating two of the largest drugstore chains in the U.S. Risk and Return Committee •Significant operational experience at large, geographically dispersed service organizations. •Former chair of Allstate Audit Committee. | |

  19. Director Biographies

    | 20 | The Allstate Corporation | AllstateProxy.com |

  20. Director Biographies

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  21. Director Biographies

    | | Key Experience and Qualifications | | | Richard T. Hume Independent Age 65 Director since 2020 (4 years of tenure) Professional Experience •Former CEO and director of TD SYNNEX CORPORATION, a global IT distribution and solutions company. •Former COO of Tech Data Corporation. •Former General Manager and COO, Global Technology Services of International Business Machines Corporation. Other Public Board Service •TD SYNNEX (2021–Present) Attendance at Board/Committee Meetings 100% | | | | | Risk Management: Acquired deep understanding of risk evaluation and management while overseeing business transformations, including major acquisitions, at leading technology companies. Accounting and Finance: Strong operational experience acquired through leadership roles at large technology companies, including overseeing financial and accounting operations. Technology and/or Cybersecurity: Extensive technology background gained as a senior leader at IBM and as CEO at TD SYNNEX with responsibility for overseeing the innovative strategy, technological advancement and transformative growth of a global IT distribution and solutions company. | Global Perspective: Deep knowledge gained while overseeing global technology services at IBM, leading the strategic direction and go-to-market execution of Tech Data's regional operations in the Americas, Europe and Asia Pacific, and as CEO of TD SYNNEX. Succession Planning and Human Capital Management: Significant human capital management and succession planning experience gained through various senior leadership roles at public companies. Innovation and Customer Focus: Experience overseeing innovative strategy, technological advancement and transformative growth at TD SYNNEX. | | | Committee Assignments and Rationale Compensation and Human Capital Committee •Significant management experience leading large companies as CEO and COO. •Comprehensive market knowledge of executive compensation, recruitment and succession practices as CEO of TD SYNNEX. Risk and Return Committee •In-depth understanding of technology, innovation and transformative growth. •Responsibility for strategic direction of large technology company. | |

  22. Director Biographies

    | | Key Experience and Qualifications | | | Margaret M. Keane Independent Age 65 Director since 2018 (7 years of tenure) Professional Experience •CEO of Cisive Inc., a provider of employee background screening and related compliance services. •Former Executive Chair, CEO and President of Synchrony Financial, a consumer financial services company. •Former President and CEO of GE Capital Retail Finance. Other Public Board Service •Tenable Holdings, Inc. (2023–present) Attendance at Board/Committee Meetings 100% | | | | | Financial Services: Extensive operational and strategic experience in the consumer financial services industry acquired as CEO of two financial services companies. Technology and/or Cybersecurity: Extensive knowledge of innovation and technology transformation strategies gained throughout financial services career, including driving Synchrony's digital transformation, and use of artificial intelligence, machine learning and data analytics to improve underwriting. Risk Management: In-depth understanding and experience in risk and return management as CEO of financial services company. | Succession Planning and Human Capital Management: Significant experience in developing succession planning and performance goals as CEO of Synchrony Financial. Innovation and Customer Focus: During time as CEO, led strategic and technology transformation in rapidly changing consumer payments industry. Government, Public Policy and Regulatory Affairs: Gained experience as CEO in a highly regulated industry, as well as working on public policy as a member of Business Roundtable. | | | Committee Assignments and Rationale Compensation and Human Capital Committee •Substantial experience in establishing management performance objectives and specific goals across prior roles. •Significant market knowledge of executive compensation as CEO of Synchrony Financial. Risk and Return Committee •Extensive experience in risk and return management as CEO of Synchrony Financial. •Expertise in evaluating risk and return in innovation and technology transformation environments. | |

  23. Director Biographies

    | The Allstate Corporation | AllstateProxy.com | 21 |

  24. Director Biographies

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  25. Director Biographies

    | | Key Experience and Qualifications | | | Siddharth N. (Bobby) Mehta Independent Age 67 Director since 2014 (11 years of tenure) Professional Experience •Former President and CEO of TransUnion, a global provider of credit information and risk management solutions. •Former CEO of HSBC North America Holdings Inc. •Former CEO of HSBC Finance Corporation. •Former Director of TransUnion and Piramal Enterprises Ltd. Other Public Board Service •Jones Lang LaSalle Incorporated (2019–present) •Northern Trust Corporation (2019–present) Attendance at Board/Committee Meetings 100% | | | | | Financial Services: Extensive operational and strategic experience in the financial services industry acquired as CEO of TransUnion and HSBC. Risk Management: Deep understanding of identifying and managing risk obtained during tenure at TransUnion, a global provider of information and risk management solutions. Technology and/or Cybersecurity: As CEO of TransUnion, used technology to increase revenues and global reach, and gained experience overseeing cybersecurity risk initiatives and programs throughout tenure as director at multiple public companies. | Accounting and Finance: Expertise acquired through multiple leadership positions with oversight responsibility for financial and accounting activities. Complex, Highly Regulated Businesses: Through senior executive roles, gained valuable experience in the highly regulated insurance industry and investment activities. Succession Planning and Human Capital Management: As CEO of TransUnion, led human capital initiatives and oversaw leadership succession planning. | | | Committee Assignments and Rationale Audit Committee •Leadership positions with financial oversight responsibility, including President and CEO of TransUnion, CEO of HSBC Finance Corporation and Chairman and CEO of HSBC North America Holdings Inc. •Former Chair of Allstate Risk and Return Committee. Nominating, Governance and Social Responsibility Committee •Extensive corporate governance insights as CEO of TransUnion and external board positions. •Deep understanding of public policy considerations in highly regulated industries. •Chair of the Board of Directors of JLL (Jones Lang Lasalle Incorporated). | |

  26. Director Biographies

    | | Key Experience and Qualifications | | | Maria R. Morris Independent Age 62 Director since 2024 (1 year of tenure) Professional Experience •Former EVP, Global Employee Benefits Business of MetLife, Inc. •Other senior leadership roles during 33-year career at MetLife including Interim Head of MetLife U.S. Business, Interim Chief Marketing Officer and Head of Global Technology and Operations. Other Public Board Service •S&P Global Inc. (2016–present) •Wells Fargo & Company (2018–present) Attendance at Board/Committee Meetings 100% | | | | | Financial Services: Extensive operational and strategic experience in the industry gained through tenure at MetLife. Risk Management: In-depth understanding of risks relevant to financial services and insurance industries and additional experience gained as risk committee chair at another public company. Innovation and Customer Focus: Experience acquired through various leadership roles. During time as Interim Chief Marketing Officer at MetLife, expanded product offerings and launched a global marketing research function. | Global Perspective: Gained through senior leadership roles, including expansion of MetLife's Global Employee Benefits business to more than 40 countries. Complex, Highly Regulated Businesses: Brings valuable strategic, operational and industry experience in heavily-regulated insurance industry from 33-year career with MetLife. Succession Planning and Human Capital Management: Expert in employee benefits, succession planning and human capital management, as well as member of human resources committee at another public company. | | | Committee Assignments and Rationale Compensation and Human Capital Committee •Significant leadership in a global organization driving growth and sustaining organizational health. Nominating, Governance and Social Responsibility •Oversaw corporate responsibility strategy in business and marketing leadership roles. •Significant governance experience in financial services and insurance industries. | |

  27. Director Biographies

    | 22 | The Allstate Corporation | AllstateProxy.com |

  28. Director Biographies

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  29. Director Biographies

    | | Key Experience and Qualifications | | | Jacques P. Perold Independent Age 66 Director since 2015 (9 years of tenure) Professional Experience •Chair, Founder and Former CEO of CapShift LLC, an investment advisory firm. •Former President of Fidelity Management & Research Company LLC, a privately-held investment and asset management company serving clients worldwide. •Founder, former President and Chief Investment Officer of Geode Capital Management LLC, a global asset manager and independent institutional investment firm and sub-advisor to Fidelity. Other Public Board Service •MSCI Inc. (2017–present) Attendance at Board/Committee Meetings 100% | | | | | Financial Services: Extensive experience in the industry gained while leading investments and operations at Geode Capital and Fidelity Management & Research Company, two global asset management companies. Risk Management: Deep understanding of risks relevant to financial services industry, specifically related to investment activities, acquired during multiple senior leadership asset management roles. Accounting and Finance: Comprehensive knowledge gained while holding leadership positions that required financial and accounting oversight responsibilities. | Technology and/or Cybersecurity: Experience gained during tenure as a senior leader at investment companies that used data-driven tools and solutions to help clients build more effective portfolios. Complex, Highly Regulated Businesses: As President at both Fidelity and Geode, developed in depth understanding of SEC and FINRA rules that regulate the financial services industry. Innovation and Customer Focus: Experience gained as leader of one of the world's largest asset management funds representing customers with nearly $2 trillion assets under management. | | | Committee Assignments and Rationale Risk and Return Committee (Chair) •Significant experience in management and oversight of risk for three large asset management firms. •Current trustee of several mutual funds, including New York Life Insurance Company’s MainStay Funds. Audit Committee •Multiple leadership positions with financial and operational oversight responsibilities, including as President of Fidelity. •Chair of Allstate's Risk and Return Committee. The Chairs of the Risk and Return and Audit Committees are required to be members of both committees, per their respective charters. | |

  30. Director Biographies

    | | Key Experience and Qualifications | | | Andrea Redmond Independent Age 69 Director since 2010 (15 years of tenure) Professional Experience •Former Managing Director, co-head of the CEO/board services practice, founder and leader of global insurance practice and member of financial services practice at Russell Reynolds Associates Inc., a global executive search firm. •Independent consultant providing executive recruiting, succession planning and human capital management services. Other Public Board Service •None Attendance at Board/Committee Meetings 100% | | | | | Financial Services: Substantial industry experience acquired as founder and leader of global insurance practice focused on executive leadership recruitment, selection and development for large financial services companies. Risk Management: Extensive experience throughout career in assessing necessary board capabilities and evaluating director candidates to ensure adequate risk oversight on boards, including tenure as co-head of the Russell Reynolds CEO/board services practice. Sustainability: Robust experience and expertise gained in sustainability oversight responsibilities during tenure as Chair of Allstate’s Nominating, Governance and Social Responsibility Committee. | Succession Planning and Human Capital Management: Expertise in public company succession planning, human capital management and executive compensation across wide range of industries developed over career at Russell Reynolds. Government, Public Policy and Regulatory Affairs: Gained valuable experience and expertise in overseeing public policy issues and reporting as part of director responsibilities at Allstate. Global Perspective: Significant experience providing executive recruiting and succession planning services for a large global search firm. | | | Committee Assignments and Rationale Nominating, Governance and Social Responsibility Committee (Chair) •Significant expertise recruiting and evaluating directors for a variety of public companies. •A senior partner at a highly regarded global executive search firm, Russell Reynolds, from 1986 to 2007, including significant tenure as co-head of the CEO/board services practice. Compensation and Human Capital Committee •Extensive leadership evaluation expertise. •Experience in executive recruiting, succession planning and human capital management. | |

  31. Director Biographies

    | The Allstate Corporation | AllstateProxy.com | 23 |

  32. Director Biographies

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  33. Director Biographies

    | | Key Experience and Qualifications | | | Gregg M. Sherrill Independent Age 72 Director since 2017 (7 years of tenure) Professional Experience •Former Executive Chair, CEO and director of Tenneco Inc., a producer of automotive emission control and ride control products and systems. •Former Corporate VP and President of Power Solutions at Johnson Controls Inc., a global diversified technology and industrial company. Other Public Board Service •Snap-on Incorporated (2010–present) Attendance at Board/Committee Meetings 100% | | | | | Risk Management: In-depth knowledge and understanding of risk and return management gained from role as CEO and director of publicly traded companies. Complex, Highly Regulated Businesses: Brings valuable insights and extensive operational and strategic experience gained during lengthy tenure within the regulated automotive industry. Government, Public Policy and Regulatory Affairs: Deep understanding of public policy and regulatory issues and participation with trade associations acquired from experience as CEO in highly regulated automotive industry. | Sustainability: Keen understanding of sustainability priorities specifically related to emissions control, gained while overseeing a producer of automotive emission control products and services. Succession Planning and Human Capital Management: Significant management experience gained as CEO of Tenneco, including executive recruitment, succession planning and design of compensation programs. Global Perspective: Gained while successfully managing the international operations of Tenneco, a global public company with operations in 23 countries. | | | Committee Assignments and Rationale Lead Director •Extensive board leadership experience as Chair of Tenneco and former chair of organization and executive compensation committee at Snap-On. •Successfully led large, global manufacturing company through strategic growth and operational change. •Possesses strong integrity and professional credibility with the other directors and has excellent knowledge of Allstate’s strategy and business. Nominating, Governance and Social Responsibility Committee •Significant leadership experience as the Chair and CEO of Tenneco, including oversight over sustainability and governance matters. •Experience on corporate boards. | |

  34. Director Biographies

    | | Key Experience and Qualifications | | | Judith A. Sprieser Independent Age 71 Director since 1999 (25 years of tenure) Professional Experience •Former CEO of Transora Inc., a technology software and services company. •Former CFO and other senior operating executive positions at Sara Lee Corporation, a global manufacturer and marketer of brand-name consumer goods. •Former director at Royal Ahold NV, Experian plc, Reckitt Benckiser Group plc and Jimmy Choo plc. Other Public Board Service •Newell Brands Inc. (2010–present) •Intercontinental Exchange, Inc.(2004–present) Attendance at Board/Committee Meetings 100% | | | | | Financial Services: Deep knowledge and understanding of insurance and financial services industries gained from significant tenure as Allstate director and Intercontinental Exchange director. Risk Management: Risk and return management expertise gained through service on boards of multiple publicly traded companies, including as prior Chair of Allstate's Audit Committee and Audit Committee Chair at Intercontinental Exchange. Accounting and Finance: Held audit committee and senior leadership roles with financial and accounting oversight responsibilities, including service on audit committees for Allstate, Newell Brands and Intercontinental Exchange, as well as, leadership roles at Transora and Sara Lee. | Global Perspective: Extensive experience gained through tenure as senior executive at a global manufacturer and marketer of brand name consumer packaged goods, and through service on boards of international companies. Complex, Highly Regulated Businesses: Brings in-depth knowledge and experience from senior leadership and board roles in highly regulated industries including in the financial services, insurance and consumer packaged goods sectors. Succession Planning and Human Capital Management: Significant executive management and succession planning experience gained throughout career as CEO of Transora and through service on other boards, including periods of leadership transitions at Allstate. | | | Committee Assignments and Rationale Audit Committee •Insight from service as Chair of Allstate's Audit Committee and Audit Committee Chair at Intercontinental Exchange Inc. •CFO at a global manufacturer and marketer of brand-name consumer goods. Compensation and Human Capital Committee •Extensive experience leading other large companies as CEO and CFO. •Experience serving on boards of other publicly traded and international companies. | |

  35. Director Biographies

    | 24 | The Allstate Corporation | AllstateProxy.com |

  36. Director Biographies

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  37. Director Biographies

    | | Key Experience and Qualifications | | | Perry M. Traquina Independent Age 69 Director since 2016 (8 years of tenure) Professional Experience •Former Chairman, CEO and Managing Partner of Wellington Management Company LLP, one of the world’s largest global investment management firms with over $1 trillion of assets under management. •Held a series of positions of increasing responsibility at Wellington, including Partner and President. Other Public Board Service •Morgan Stanley (2015–present) •eBay Inc. (2015–present) Attendance at Board/Committee Meetings 100% | | | | | Financial Services: Strong financial services and investment management expertise as CEO of large investment management firm. Risk Management: Deep understanding of risk and return management within financial services industry gained from robust career at Wellington, as well as outside perspective as Chair of risk committee at Morgan Stanley and eBay. Accounting and Finance: Expertise in evaluating financial statements and reports gained through extensive career at Wellington, as well as service on audit committee at eBay. | Complex, Highly Regulated Businesses: In-depth understanding of SEC and FINRA rules that regulate financial services industry acquired through leadership roles at Wellington. Succession Planning and Human Capital Management: Deep understanding of executive compensation and succession planning practices gained throughout executive tenure at Wellington, most recently as CEO. Global Perspective: Developed while leading one of the world's largest global investment management firms including involvement in the globalization of Wellington's investment platform. | | | Committee Assignments and Rationale Compensation and Human Capital Committee (Chair) •Significant management experience as Chairman and CEO of Wellington Management Company LLP from 2004 through June 2014. •Shareholder perspective on compensation and human capital as a significant investor and director of other public companies. Risk and Return Committee •In-depth understanding of financial markets, asset allocation strategies and investment performance management. •Current chair of the risk committee at Morgan Stanley and eBay. | |

  38. Director Biographies

    | | Key Experience and Qualifications | | | Monica J. Turner Independent Age 59 Director since 2023 (2 years of tenure) Professional Experience •President, North America of The Procter and Gamble Company •Former President, North America Sales, and SVP, Market Strategy and Planning, Beauty, Health and Grooming Sector of Procter and Gamble. Other Public Board Service •None Attendance at Board/Committee Meetings 100% | | | | | Innovation and Customer Focus: Wide-ranging operational and leadership experience at consumer goods company, serving 370 million consumers in the U.S., Canada and Puerto Rico. Global Perspective: Comprehensive knowledge gained over career with one of the world's largest global consumer goods companies and currently oversees operations, including membership on Procter and Gamble's Global Leadership Council. Accounting and Finance: Significant accounting and financial oversight experience gained through leadership of several business units within Procter and Gamble. Succession Planning and Human Capital Management: Responsibilities for developing succession planning and performance goals for large, complex organizations. Recognized leader of inclusion initiatives that accelerated thought leadership and delivered tangible results within Procter and Gamble. | Government, Public Policy and Regulatory Affairs: As part of role as President at Procter and Gamble, partners with multiple government agencies and has overall responsibility for operations, including related regulatory compliance, spanning sales offices, technical centers, manufacturing plants and mixing centers. Technology and/or Cybersecurity: Experience delivering transformational results through technology in role as head of largest region of Procter and Gamble, including digitization of Procter and Gamble's supply chain for more effective and efficient operations and the use of data and technology to deeply understand consumer needs. | | | Committee Assignments and Rationale Audit Committee •Overall responsibility for the financial, sales and operational aspects of the largest region of a global consumer goods company. •Multiple leadership positions with financial oversight responsibility, including as President of the most profitable region of Procter and Gamble. Nominating, Governance and Social Responsibility Committee •Significant management and leadership experience gained throughout tenure at Procter and Gamble, including oversight of sustainability initiatives and programs. •Recognized thought leader and driver of inclusion and diversity initiatives. | |

  39. Director Biographies

    | The Allstate Corporation | AllstateProxy.com | 25 |

  40. Director Biographies

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  41. Director Biographies

    | | Key Experience and Qualifications | | | Thomas J. Wilson Chair, President and Chief Executive Officer Age 67 Director since 2006 (18 years of tenure) Professional Experience •CEO since January 2007 and Chair of Board since May 2008. •President from June 2005 to January 2015 and from February 2018 to present. •Held other senior executive roles and led all major operating units. •Former director at State Street Corporation. Other Public Board Service •None Attendance at Board/Committee Meetings 100% | | | | | Complex, Highly Regulated Businesses: More than 30 years of Allstate leadership experience in highly regulated insurance industry. Innovation and Customer Focus: Shaped and executed initiatives to fulfill Allstate's role with, and responsibilities to, its customers and other key stakeholders including creating and leading its Transformative Growth strategy to build a digital insurance business model. Succession Planning and Human Capital Management: Public advocate for business playing a broad role in society through initiatives such as providing living wages and workforce readiness. | Government, Public Policy and Regulatory Affairs: Deep understanding of legal and regulatory requirements relevant for large, public companies developed while having responsibility for ensuring compliance by Allstate. Risk Management: Created and implemented Allstate's risk and return optimization program, which allowed Allstate to withstand the 2008 financial market crisis and currently helps Allstate mitigate risks due to increased severe weather. Global Perspective: Comprehensive understanding gained while leading a Fortune 100 company with global operations and over 20% of employees outside of the U.S. | | | Committee Assignments and Rationale Executive Committee (Chair) •Comprehensive knowledge of Allstate’s business and industry, with more than 30 years of leadership experience at Allstate. •Significant governance experience through active dialogue with shareholders and corporate governance experts. | |

  42. Director Biographies

    | 26 | The Allstate Corporation | AllstateProxy.com |

  43. Director Biographies

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  44. Shareholder Feedback is Integrated Into Board Discussions and Decisions

    Shareholder Feedback is Integrated Into Board Discussions and Decisions

  45. Shareholder Feedback is Integrated Into Board Discussions and Decisions

    | >50% | of Allstate's outstanding shares contacted for engagement | >35% | of Allstate's outstanding shares engaged since the 2024 Annual Meeting | 25% | of engagement meetings included the Lead Director |

  46. Shareholder Feedback is Integrated Into Board Discussions and Decisions

    | Key Themes Discussed | Recent Allstate Actions | | Governance Developments and Board Composition | •Ongoing assessment of directors’ expertise and perspectives to enhance oversight of Allstate’s strategy and risks. Ms. Morris joined the Board in 2024, bringing deep insurance industry expertise. Ms. Turner joined the Board in 2023, enhancing the Board’s experience in innovation, consumer goods and business transformation. | | 2024 Shareholder Proposal: Splitting Role of Chair and CEO | •The Board regularly evaluates whether to combine or to split the chair and CEO roles. Following the 2024 Annual Meeting, the topic of our Board leadership structure was discussed with shareholders, who expressed that they did not have concerns with our current structure and appreciated the insight into Board dynamics and proxy disclosure. In response, the independent directors have affirmed that Allstate is well served by having Mr. Wilson hold the roles of Chair and CEO and Mr. Sherrill holds the role of independent Lead Director. | | Climate Reporting | •Consistent with feedback from shareholders, we determined that Allstate would not announce Scope 3 emission reduction targets by the end of 2025. •Enhanced Scope 3 GHG disclosures; leads U.S. peers with reporting of investment portfolio and claims emissions. |

  47. Shareholder Feedback is Integrated Into Board Discussions and Decisions

    | Other Topics | Feedback Discussed | | Executive Compensation | •Broad discussions with shareholders around compensation program design, performance measures and Allstate’s Transformative Growth strategy. For additional information about Allstate’s performance measures for annual and long-term incentive awards, see pages 56-67 and 84-86. | | Management Succession Planning | •The Board discusses leadership development, succession planning and emergency scenario planning. •Directors regularly meet with senior leaders on a 1:1 basis and in informal settings. | | Risk and Return Oversight of Generative AI | •Allstate is leveraging its risk and return management framework to enhance governance around artificial intelligence and advanced computing opportunities. |

  48. Director Compensation Program

    Director Compensation Program We structure the compensation program for non-employee directors to reflect the demands on our directors of serving on the board of a large, complex and highly regulated company and peer practices. The Nominating, Governance and Social Responsibility Committee reviews non-employee director compensation annually. The following charts describe each component of our non-employee director compensation program for 2024.

  49. Director Compensation Program

    | Non–Employee Director | | Additional Annual Cash Retainers | | | | | | | | |

  50. Director Equity Compensation

    Director Equity Compensation •The Board believes that a meaningful portion of a director’s compensation should be in the form of equity securities to create alignment with corporate performance and shareholder interests. •Annual restricted stock units (RSUs) are granted under a fixed-value formula and in accordance with the shareholder approved 2017 Equity Compensation Plan for Non-Employee Directors. The aggregate grant date fair value of any award granted to a director during a calendar year may not exceed $800,000. Each RSU includes a dividend equivalent right that entitles the director to receive a payment equal to regular cash dividends paid on Allstate common stock.

  51. 2025 Director Compensation

    2025 Director Compensation •As part of its annual benchmarking of independent director pay, the Committee’s independent compensation consultant, Pay Governance, reviewed the design and competitiveness of the company’s director pay practices. Pay Governance recommended, and the Board approved, adjusting the annual cash and equity retainers from $125,000 to $135,000 and from $175,000 to $190,000, respectively, beginning in 2025, to better align with peer practices.

  52. 2024 Director Compensation

    2024 Director Compensation The following table summarizes the compensation for each of our non-employee directors in 2024.

  53. 2024 Director Compensation

    | Name | Leadership Roles Held During 2024 | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Donald E. Brown | Audit Committee Chair (May - Dec 2024) | 147,116 | 175,058 | 322,174 | | Kermit R. Crawford | Audit Committee Chair (Jan - May 2024) | 142,500 | 175,058 | 317,558 | | Richard T. Hume | | 125,000 | 175,058 | 300,058 | | Margaret M. Keane | | 125,000 | 175,058 | 300,058 | | Siddharth N. Mehta | Risk and Return Committee Chair (Jan - May 2024) | 142,500 | 175,058 | 317,558 | | Maria R. Morris | | 125,000 | 248,114 | 373,113 | | Jacques P. Perold | Risk and Return Committee Chair (May - Dec 2024) | 147,116 | 175,058 | 322,174 | | Andrea Redmond | Nominating, Governance and Social Responsibility Committee Chair | 150,000 | 175,058 | 325,058 | | Gregg M. Sherrill | Lead Director | 175,000 | 175,058 | 350,058 | | Judith A. Sprieser | | 125,000 | 175,058 | 300,058 | | Perry M. Traquina | Compensation and Human Capital Committee Chair | 155,000 | 175,058 | 330,058 | | Monica J. Turner | | 125,000 | 175,058 | 300,058 |

  54. 2024 Director Compensation

    (1)Cash retainer is paid quarterly in advance on the first business day of each quarter unless a director elects to receive all or a portion of the retainer in the form of Allstate common stock pursuant to the 2017 Equity Compensation Plan for Non-Employee Directors. The retainer is prorated for a director who joins the Board during a quarter. In 2024, Ms. Keane and Messrs. Brown and Traquina each elected to receive 100% of their retainer in the form of common stock. Also, under Allstate’s Deferred Compensation Plan for Non-Employee Directors, directors may elect to defer their retainers to an account that is credited or debited, as applicable, based on (a) the fair market value of, and dividends paid on, common shares (common share units); (b) an average interest rate calculated 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. The accumulated amount of common share units as of December 31, 2024, for directors previously electing to defer their cash retainer, is reflected in the table below.

  55. 2024 Director Compensation

    | Amounts Deferred under Deferred Compensation Plan for Non-Employee Directors | Allstate Common Share Units (#) | | Mr. Traquina | 7,519 |

  56. 2024 Director Compensation

    (2)Directors are granted restricted stock units (RSUs) on June 1 equal in value to $175,000 divided by the closing price of a share of Allstate common stock on such grant date, rounded up to the nearest whole share. Grant date fair value for RSUs granted in 2024 is based on the final closing price of Allstate common stock on the actual grant date, which in part also reflects the payment of expected future dividend equivalent rights. (See Note 20 to our audited financial statements for 2024). The final grant date closing price was $167.52. In addition to the annual award, Ms. Morris received a prorated award upon joining the Board in 2024 for which the final grant closing price was $143.81. The values were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Each RSU entitles the director to receive one share of Allstate common stock on the conversion date (see footnote 3). (3)The following table sets forth outstanding RSUs as of December 31, 2024, for each director. The value of the RSUs is based on the closing price of our common stock of $192.79 on December 31, 2024.

  57. 2024 Director Compensation

    | Name | Restricted Stock Units (#) | Value of Restricted Stock Units as of 12/31/24 ($) | Multiple of Annual Cash Retainer (including shares held outright) | | Mr. Brown | 3,948 | 761,135 | 14.1 | | Mr. Crawford | 22,978 | 4,429,929 | 37.0 | | Mr. Hume | 3,948 | 761,135 | 10.1 | | Ms. Keane | 3,948 | 761,135 | 28.0 | | Mr. Mehta | 13,492 | 2,601,123 | 30.0 | | Ms. Morris | 1,553 | 299,403 | 2.4 | | Mr. Perold | 15,102 | 2,911,515 | 23.3 | | Ms. Redmond | 38,450 | 7,412,776 | 62.4 | | Mr. Sherrill | 3,948 | 761,135 | 17.0 | | Ms. Sprieser | 42,136 | 8,123,399 | 65.0 | | Mr. Traquina | 13,661 | 2,633,704 | 28.1 | | Ms. Turner | 3,104 | 598,420 | 4.8 |

  58. 2024 Director Compensation

    RSUs granted before September 15, 2008, convert into common stock one year after termination of the director’s Board service. RSU awards granted on or after September 15, 2008, and before June 1, 2016, convert into common stock upon termination of Board service. RSUs 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 RSUs 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 RSUs 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, RSUs will convert into common stock upon a director’s death or disability.

  59. 2024 Director Compensation

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  60. 2024 Director Compensation

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  61. 2024 Director Compensation

    | | | | Executive Compensation | |

  62. 2024 Director Compensation

    | 2 | | | | Say-on-Pay: Advisory Vote on the Compensation of the Named Executives |

  63. 2024 Director Compensation

    | | | | | VOTING RECOMMENDATION: The Board recommends a vote FOR this proposal. |

  64. CEO

    | | At-Risk Performance-Based Pay: 92% | | | | 8% Base Salary | 22% Annual Cash Incentive | 49% Performance Stock Awards | 21% Stock Options |

  65. OTHER NEOs (average)

    | | At-Risk Performance-Based Pay: 84% | | | | | 16% Base Salary | 30% Annual Cash Incentive | 32% Performance Stock Awards | 11% Stock Options | 11% Restricted Stock Units |

  66. Alignment of Pay with Performance

    Alignment of Pay with Performance Allstate’s executive compensation program is aligned with shareholder interests. The named executives’ compensation is aligned with achievement of these financial and long-term strategic goals and at least 84% of their average target compensation is at-risk. Incentive compensation plans incorporate relevant metrics and targets to drive the behaviors necessary to accomplish our short- and long-term goals. Our program uses equity-based programs consisting of performance measures that are closely correlated with growth in shareholder value over time. This alignment is apparent in our incentive plan payouts. In 2024, net income increased to $4.6 billion largely due to significantly improved auto insurance underwriting margins, which had been negative in 2022 and 2023 reflecting pandemic-related inflation in auto claim costs. As a result, the annual cash incentive plan funded at 188.1% in 2024, versus 57.5% in 2022 and 50% in 2023. 2022-2024 Performance Stock Award (PSA) program results of 62.2% remained below target. 2021-2023 PSA program results were 31%, given the impact of auto insurance results on returns in 2022 and 2023. 2024 compensation reported on the Summary Compensation Table on page 71 also reflects the change in the mix of NEO equity incentives in response to shareholder feedback: the percentage of long-term equity compensation awarded in stock option grants was reduced and the percentages of compensation in PSAs and Restricted Stock Units (RSUs) were increased; however, the compensation structure for our CEO only includes incentive-based equity and does not include any time-based RSUs.

  67. 2024 Annual Cash Incentive(1)

    2024 Annual Cash Incentive(1)

  68. 2024 Annual Cash Incentive(1)

    | 188.1% Payout as a percentage of target pool funding from Market-Facing Businesses plus Investments roll-up. Performance Net Income exceeded target and prior year. | Market-Facing Businesses Plus Investments Roll-up (70% of opportunity) | Performance Net Income (30% of opportunity) (in millions) | | | | |

  69. 2022-2024 Performance Stock Awards(1)

    2022-2024 Performance Stock Awards(1)

  70. 2022-2024 Performance Stock Awards(1)

    | 62.2% Shares vested as a percentage of target. Results below target due to Performance Net Income substantially below plan in 2022 and 2023 reflecting impact of inflation on auto repair and replacement costs. | Average Performance Net Income Return on Equity (50% of opportunity) | Relative TSR (30% of opportunity) | | | | | | | Items in Force Growth Personal Property and Liability(2) | Items in Force Growth All Other(2) | | | | |

  71. 2022-2024 Performance Stock Awards(1)

    (1)For a description of how these measures are determined, see pages 57-64. (2)Items in Force Growth Personal Property and Liability and Items in Force Growth All Other represent 20% of opportunity in the aggregate.

  72. Compensation Governance Best Practices

    | | | What We Do | | | What We Do Not Do | | | Benchmark to peers of similar industry, size and business complexity Target pay at 50th percentile of peers Independent compensation consultant Double trigger vesting in the event of a change in control Majority of LTI is delivered through performance stock awards (PSAs) Total Shareholder Return (TSR) metric relative to peer performance All LTI is denominated and settled in equity Maximum payout caps for annual cash incentive compensation and PSAs Robust equity ownership requirements Clawback or cancellation of certain compensation beyond the Dodd-Frank Act requirements One-year minimum equity vesting provision in the equity plan Provide clear rationale for the metrics used to fund the annual and long-term incentive plans | | | Employment agreements for executive officers Guaranteed annual salary increases or bonuses Special tax gross-ups Repricing or exchange of underwater stock options Plans that encourage excessive risk-taking Hedging or pledging of Allstate securities Inclusion of equity awards in pension calculations Excessive perks Count unvested PSAs or stock options towards ownership requirements | |

  73. Incentive Design, Payout and Goal-Setting Process

    Incentive Design, Payout and Goal-Setting Process For the annual and LTI programs, the Committee oversees a rigorous and comprehensive goal-setting process. The Committee uses performance measures in the annual and long-term programs that (1) align with the company’s strategy, operating priorities and shareholder interests, (2) are provided in the annual and strategic operating and financial plans and (3) reflect the company’s overall performance. The following timeline of key events reflects the Committee’s process in fiscal year 2024:

  74. Incentive Design, Payout and Goal-Setting Process

    | Benchmark | | | | April-July | | | | •Evaluate peer group to determine if any changes are appropriate for the next performance cycle •Compare against peers' target compensation, financial results and shareholder returns over one, three and five years | | •Review feedback from shareholders and proxy advisory firms on compensation •Independent compensation consultant provides pay for performance analysis, advice on incentive design and information on current market practices and industry trends | | Calculate Payouts | | Establish Plan Design and Key Metrics | | February | | November-January | | •Actual performance against goals determines the corporate pool for the annual incentive award •Annual incentive pool is allocated amongst enterprise based on performance of businesses and individual leaders to align pay with performance •Determine the number of performance stock awards that will vest for the applicable measurement period based on actual performance •Review and approve salary adjustments and annual incentive payments and equity grants for executive officers | | •Independent compensation consultant provides advice on executive pay levels •Establish plan design and performance measures for the upcoming year •Board approves the annual operating plan which is used to establish target performance and ranges for threshold and maximum for the annual incentive program. Long-term plan targets reflect 3 year strategic objectives and peer performance. Ranges for performance goals reflect historical and expected performance, market expectations and industry trends •Review operating plans and compensation measures for alignment with enterprise risk and return principles |

  75. Incentive Design, Payout and Goal-Setting Process

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  76. Incentive Design, Payout and Goal-Setting Process

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  77. Timing of Equity Awards and Grant Practices

    Timing of Equity Awards and Grant Practices •The Committee’s long-standing practice is to approve and grant annual LTI awards, including stock options, on a pre-determined schedule in the first quarter of each year in accordance with the company’s annual compensation cycle. Not only does this timing allow the Committee to align equity awards with our annual performance and business goals but it also prevents intentionally timing such grants in anticipation of the release of material nonpublic information (MNPI). Our disclosure of MNPI is also not timed on the basis of equity award grant dates. •In addition, the Committee may at times grant equity incentive awards, including stock options, to newly hired or promoted employees or to recognize executives outside of the annual grant cycle. In such cases, the effective date of the grant, or the grant date, will be the third day of the month following such hire or promotion, or if such date is not a trading day, the next trading day, as approved by the Committee. All equity awards granted through this process are conditioned on the employee being an active employee on the grant date. The exercise price of any stock option to purchase our common stock will be the closing market price of our common stock on the grant date on the principal national securities exchange on which our common stock is listed or admitted to trade. For additional information on the Committee’s practices, see page 37. As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information about the stock options granted to our NEOs on February 21, 2024, the same business day on which we filed our Form 10-K for the fiscal year ended December 31, 2023.

  78. Timing of Equity Awards and Grant Practices

    | Name (a) | Grant date (b) | Number of securities underlying the award (c) | Exercise price of the award ($/Sh) (d) | Grant date fair value of the award (e) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information (f) | | Mr. Wilson | 2/21/2024 | 119,784 | $159.17 | $4,736,259 | 0.29% | | Mr. Merten | 2/21/2024 | 18,209 | $159.17 | $719,984 | 0.29% | | Mr. Rizzo | 2/21/2024 | 22,129 | $159.17 | $874,981 | 0.29% | | Mr. Dugenske | 2/21/2024 | 18,810 | $159.17 | $743,747 | 0.29% | | Ms. DeBiase | 2/21/2024 | 10,926 | $159.17 | $432,014 | 0.29% |

  79. Timing of Equity Awards and Grant Practices

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  80. Timing of Equity Awards and Grant Practices

    | | | | | | | | | | | Introduction | Corporate Governance | Executive Compensation | Audit Matters | Sustainability | Stock Ownership | Other Information | Links and Resources | |

  81. Peer Benchmarking

    Peer Benchmarking 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, the Committee’s independent compensation consultant, Pay Governance, provided executive compensation data, information on current market practices and benchmarking on target pay opportunities. The Committee benchmarks executive compensation program design and executive pay against multiple market references, including financial services and broader general industry survey data and a group of peer companies that are industry peers as a point of reference in determining executive pay within a competitive range. Product mix, market segment, annual revenues, premiums, assets and market value were considered when identifying peer companies. The Committee believes Allstate competes against these public companies for executive talent, business and shareholder investment. The Committee reviews the composition of the peer group annually with the assistance of its compensation consultant and adjusts as necessary due to changes at a peer company’s operations or changes in comparability. The compensation consultant’s recommendation has been to use a peer group that reflects Allstate’s business and operations. As of 2023, eight out of thirteen of Allstate’s peer companies also include Allstate in their respective peer company lists. The following table reflects the peer group used for 2024 compensation benchmarking.

  82. Peer Benchmarking

    | Compensation Peer Companies(1)(2) Company Name | Revenue ($ in billions) | Market Cap ($ in billions) | Assets ($ in billions) | Premiums ($ in billions) | | AFLAC Inc. | 18.9 | 56.9 | 117.6 | 13.4 | | American International Group, Inc. | 27.3 | 44.1 | 161.3 | 23.5 | | AON plc | 15.8 | 77.6 | 49.0 | 15.7 | | Chubb Limited | 55.9 | 110.7 | 246.3 | 49.8 | | The Hartford Financial Services Group, Inc. | 26.5 | 31.5 | 80.9 | 22.9 | | Humana Inc. | 117.8 | 30.6 | 46.5 | 112.1 | | Manulife Financial Corporation | 38.9 | 53.1 | 680.3 | 19.4 | | Marsh & McLennan | 24.6 | 104.4 | 56.5 | 15.4 | | MetLife, Inc. | 71.0 | 56.4 | 677.5 | 49.9 | | The Progressive Corporation | 75.3 | 140.4 | 105.7 | 70.8 | | Prudential Financial Inc. | 70.4 | 42.0 | 735.6 | 47.2 | | The Travelers Companies Inc. | 46.4 | 54.6 | 133.2 | 41.9 | | Allstate | 64.1 | 51.1 | 111.6 | 58.3 | | Allstate Ranking Relative to Peers: | | | | | | Property and Casualty Insurance Products | 3 of 9 | 7 of 9 | 5 of 9 | 2 of 9 | | All Peer Companies | 5 of 13 | 9 of 13 | 8 of 13 | 3 of 13 |

  83. Peer Benchmarking

    (1)Information as of year-end 2024. (2)Liberty Mutual is included in compensation peer benchmark; but, because they are not traded publicly, we do not include their information in this table.

  84. 5 Year Total Shareholder Return

    | | | Pay-Element(1) | Weight | | Form | Why We Pay This Element | Summary of Key Elements | | | | | CEO | Other NEOs(2) | | | | | | | | | | | | | | | | Base Salary | | | Cash | Attract and retain executives with competitive level of cash compensation. | Reviewed annually and adjusted when appropriate. | | | | | | | | | | | | | Annual Cash Incentive Awards | | | Cash | Motivate and reward executives for performance on key strategic, operational and financial measures during the year. | A corporate-wide funding pool based on aggregated business results plus Performance Net Income.(1) Pool is then allocated based on business and individual performance. | | | | | | | | | | | | | Performance Stock Awards | | | Equity | Motivate and reward executives for performance on key long-term measures. Align the interests of executives with long-term shareholder value. Retain executive talent. | PSAs vest on the third anniversary of the grant date. Actual amounts of PSAs earned and vested are based on measures determined by the Committee. | | | | Stock Options | | | Equity | Align the interests of executives with long-term shareholder value. Retain executive talent. | Non-qualified stock options to purchase shares at the market price when awarded. Vest ratably in equal annual installments over three years. Expire in ten years or, in the event of retirement, the earlier of five years from retirement or normal expiration. | | | | | | | | | | | | | Restricted Stock Units | | | Equity | Align the interests of executives with long-term shareholder value. Retain executive talent. | Restricted Stock Units are a promise to transfer fully vested shares upon vesting or as otherwise noted in the award agreement. Vest ratably in equal annual installments over three years. |

  85. Salary

    Salary In setting executive salary levels, the Committee uses the 50th percentile of total target direct compensation of our peer companies as a guideline, which supports Allstate’s ability to compete effectively for and retain executive talent. Annual merit increases for named executives are based on their performance and external benchmarking as provided by the independent compensation consultant. The salary paid to each named executive in fiscal year 2024 is set forth in the section below under “Compensation Decisions for 2024”.

  86. Annual Cash Incentive Awards

    Annual Cash Incentive Awards The annual cash incentive awards are performance-based bonuses provided to our named executives through The Allstate Corporation Annual Executive Incentive Plan that are based on performance of our three Market-Facing Businesses and Investments, and Performance Net Income.

  87. Annual Cash Incentive Awards

    | | | | | New in 2024 Focusing on profitable growth, our 2024 annual incentive plan design measures profitable growth in the business unit results of each of our operating segments (Property-Liability, Protection Services and Health and Benefits) and Investments representing 70% of the pool, with the remaining 30% based on Performance Net Income. |

  88. How Performance Goals Are Established

    How Performance Goals Are Established •The Committee sets annual cash incentive performance goals based on the annual operating plan. Target performance is equal to the Board approved operating plan. Threshold and maximum objectives are based on a range of sensitivities relative to the operating plan. To further test the appropriateness of the ranges, the Committee’s independent consultant provides advice based on historical peer performance and market practices. The Chief Risk Officer reviews the performance measures and ranges to ensure they are consistent with Allstate’s risk and return principles and do not incentivize unnecessary and excessive risk taking. •We do not disclose Market-Facing Business incentive plan goals prior to the completion of the performance period because they are tied to our operating plan, which is proprietary information. •Performance Net Income target for 2024 was set above 2023 target and actual performance.

  89. Determine Annual Incentive Payment for Other Eligible Participants

    Determine Annual Incentive Payment for Other Eligible Participants The Committee provides oversight of annual incentive processes and decisions for participants that are not executive officers. •The CEO may allocate the corporate pool between the Market-Facing Businesses and Areas of Responsibility (AOR) if justified by relative performance against annual operating goals and other key business success metrics. •Individual awards for high performing eligible employees are proportionally greater than lower quartile performers. Individual discretion does not impact total pool funding.

  90. Determine Annual Incentive Payment for Other Eligible Participants

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  91. Determine Annual Incentive Payment for Other Eligible Participants

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  92. Performance Net Income

    | | Measures / Weight | 2024 AIP Performance Range ($ in millions) | | | 2024 Result ($M) | 2024 Funding NEOs (% ) | | | | Threshold | Target | Max | | | | Property-Liability | Profitable Growth Matrix1 (59.5%) | Property-Liability Matrix1 | | | 93.2 CR -0.6% IIF | 195.0% | | Protection Services | Total Written Premium/Other Revenue (1.75%) | $2,879 | $3,079 | $3,279 | $3,210 | 165.5% | | | Performance Income (1.75%) | $119 | $149 | $179 | $196 | 200.0% | | Health and Benefits | Revenue (1.75%) | $2,320 | $2,470 | $2,620 | $2,443 | 91.0% | | | Performance Income (1.75%) | $188 | $218 | $248 | $141 | 50.0% | | Investments | Net Investment Income (1.75%) | $2,700 | $3,075 | $3,450 | $3,185 | 129.3% | | | Economic Total Return vs. Benchmark (1.75%) | (50 bps) | 25 bps | 120 bps | +28 bps | 103.2% | | Market Facing Businesses (MFBs)2 and Investments Roll-Up (70%) | | | | | | 184.2% | | Performance Net Income (30%) | | $2,060 | $3,660 | $5,260 | $5,213 | 197.1% | | | | Overall payout by pool | | | | 188.1% |

  93. Performance Net Income

    (1)The Property-Liability Profitable Growth Matrix is based on two factors: Combined Ratio and Items in Force Growth with earning opportunities extrapolated from threshold opportunity (set at 50% of target), target opportunity and maximum opportunity (200% of target). For 2024, based on a Combined Ratio threshold of 98.5%, target of 96.5% and maximum of 95.5%, and year over year Items in Force Growth threshold of -2%, target of -1.5% and maximum of -0.5%, the Property-Liability Profitable Growth Matrix yielded a payout of 195% of target based on an actual Combined Ratio result of 93.2 and Items in Force Growth of -0.6%. (2)Market Facing Businesses includes the Property-Liability Segment, the Protection Services Segment and the Health and Benefits Segment.

  94. Performance Stock Awards, Restricted Stock Units and Stock Options

    Performance Stock Awards, Restricted Stock Units and Stock Options Allstate grants equity awards annually to executives consistent with market practice and the philosophy that a significant amount of executive compensation should be in the form of equity to align with the interests of our long-term shareholders. Additionally, from time to time, equity awards are granted to attract new executives and to retain existing executives.

  95. Mix of Equity Incentives

    Mix of Equity Incentives Beginning in 2024, the equity mix for the CEO and senior executives was changed based on shareholder feedback. The equity mix for the CEO is 70% PSAs and 30% stock options and senior executives is 60% PSAs, 20% stock options and 20% RSUs. PSAs and stock options are forms of performance-based incentive compensation because PSAs are earned based on achieving established performance goals and stock options require stock price appreciation to deliver value to an executive.

  96. Mix of Equity Incentives

    | 2024 CEO Equity Mix | 2024 Other NEOs Equity Mix | | | |

  97. 2024 LTI Awards (Equity)

    2024 LTI Awards (Equity) In fiscal year 2024, the Committee, in consultation with its independent compensation consultant, Pay Governance, approved an above target equity award for each of our named executives to incentivize continued strong performance and ensure competitiveness with the market. In approving such awards, the Committee considered the substantial progress our senior leadership team is making in delivering against the company’s profitability and growth strategy, including improved auto profitability and underwriting performance, reducing expenses, expanding customer access and leveraging technology. The Committee wanted to promote the executives’ continued commitment to and progress on the company’s profitability and growth strategy, recognize each executive’s individual performance relative to such strategy and continue strengthening retention of the senior leadership team. As a matter of practice, LTI award grants to our officers are not at guaranteed levels and vary with market practice and performance. The 2024 equity awards are subject to Allstate's LTI award terms set forth on page 74. For additional information about the 2024 equity awards granted to our named executives, please see pages 65-67 with respect to the 2024 compensation for Messrs. Wilson, Merten, Rizzo, Dugenske and Ms. DeBiase.

  98. 2024 LTI Awards (Equity)

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  99. 2024 LTI Awards (Equity)

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  100. Performance Stock Award Metrics and Purpose

    Performance Stock Award Metrics and Purpose

  101. Performance Stock Award Metrics and Purpose

    | PSAs granted in 2024 | | Why Metric Was Chosen | | | | Average Performance Net Income ROE •Correlates to changes in long-term shareholder value. •Measures performance in a way that is tracked and understood by investors. •Captures both income statement and balance sheet impacts, including capital management actions. | | | | Relative Total Shareholder Return (TSR) •Added as a second measure in 2020 based on feedback from shareholders and market practices. •Performance is relative to a custom TSR peer group. The custom TSR peer group for 2024 is shown on page 55. Peer groups are designed in consultation with our compensation consultant. •<25th percentile = 0% payout •25th percentile = 50% payout •55th percentile = 100% payout •90th percentile and above = 200% payout | | | | •Added in 2023 based on shareholder feedback. •For PSAs granted in 2025, the performance measures were revised to focus solely on objective (Average Performance Net Income ROE-60%) and relative (TSR-40%) financial metrics. | | Measurement period | | | | Vesting | | |

  102. Performance Stock Award Metrics and Purpose

    The 2024 measures are further described on pages 84-86.

  103. Performance Stock Award Metrics and Purpose

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  104. Performance Stock Award Metrics and Purpose

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  105. How Performance Goals are Established

    How Performance Goals are Established •At the start of the performance cycle, the Committee considered historical and expected performance, market expectations and industry trends when approving the range of performance goals. •All Performance Stock Awards (PSAs) that are earned based on the achievement of Average Performance Net Income Return on Equity (ROE) include a minimum or maximum amount of after-tax catastrophe losses if actual catastrophe losses are less than or exceed those amounts, respectively, which serves to decrease volatility and stabilize the measure.

  106. How Payouts Are Calculated

    How Payouts Are Calculated

  107. Actual Performance Payout Against Target

    Actual Performance Payout Against Target •At the end of each measurement period, the Committee certifies the level of achievement on each performance measure and the final payout percentage is determined. The final PSA payout is based on Individual Target Opportunity multiplied by the final payout percentage (0%-200%). •The Committee requires positive net income in order for senior executives to earn PSAs based on Average Performance Net Income ROE above target. If Allstate has a cumulative net loss in a measurement period, the number of PSAs vested may not exceed target, regardless of the Average Performance Net Income ROE. This positive net income hurdle is included to prevent misalignment between Allstate reported net income and the PSAs vested based on the Average Performance Net Income ROE result. This situation could occur if, for example, catastrophe losses or capital losses that are not included in Performance Net Income ROE result in a net loss for the period. For a description of the calculation, see page 86.

  108. 2022-2024 Performance Cycle Results

    2022-2024 Performance Cycle Results In February 2025, the Committee reviewed and certified the performance results of the PSAs granted in February 2022, applicable for the 2022-2024 performance cycle, against the targets set at the beginning of the three-year performance cycle. The threshold, target and maximum performance measures and levels of performance, as well as actual results and payout percentages, with respect to the 2022-2024 performance cycle, are set forth in the table below. The total shareholder returns for Allstate and its peers are also shown for such cycle. •Performance Net Income ROE was below target primarily reflecting the negative impact on 2022 and 2023 earnings from higher auto repairs and replacement costs. Net Income ROE was 25.8% in 2024. •Personal Property and Liability Items in Force Growth were below target due to a reduction in auto items in force from profit improvement actions.

  109. 2025-2027 Performance Stock Award

    2025-2027 Performance Stock Award The 2025 Performance Stock Award measures include Average Performance Net Income ROE and Relative TSR.

  110. 2025-2027 PSA Metrics

    | Average Performance Net Income ROE (60%) | Relative TSR (40%)(1) |

  111. 2025-2027 PSA Metrics

    | 2024 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 5% | Salary (Cash) | $1,417,308 | N/A | N/A | | | 31% | Annual Incentive (Cash) | $8,003,038 | 300% of salary | 188% of target | | | 64% | LTI Award (Equity) | $16,635,867(1) | 950% of salary | 117% of target | | Salary (Cash) The Board approved an increase from $1,385,000 to $1,425,000 based on evaluation of Mr. Wilson’s performance, experience and target compensation as compared to the peer group. Incentive Targets Mr. Wilson’s annual incentive targets did not change in 2024. Mr. Wilson’s equity incentive target was increased in 2024. Mr. Wilson’s annual incentive target was 300% of salary and his target equity incentive opportunity was 950% of salary (previously 900%). Annual Incentive (Cash) Mr. Wilson’s target annual incentive payment of 300% of base salary with a maximum funding opportunity for the award pool of 200% of target was unchanged in 2024. The Committee approved an annual cash incentive award of $8,003,038, which was funded at 188% of target funding level. LTI Award (Equity) In 2024, based on its assessment of Mr. Wilson’s performance in delivering strong business results, his job scope and year-over-year increases in competitive market data, the Board granted him equity awards with a grant date fair value of $16,635,867, resulting in a 2024 equity award which was above his target equity incentive award opportunity of 950% (117% of target). This is in recognition of his significant contributions to the company’s on-going progress on the company’s profitability and growth strategy as described on page 60. | | | | | |

  112. 2025-2027 PSA Metrics

    | 2024 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 10% | Salary (Cash) | $805,096 | N/A | N/A | | | 40% | Annual Incentive (Cash) | $3,036,325 | 200% of salary | 188% of target | | | 50% | LTI Award (Equity) | $3,765,672(1) | 375% of salary | 120% of target | | Salary (Cash) The Committee approved an increase from $765,000 to $850,000 during 2024 based on evaluation of Mr. Merten’s performance, level of responsibility, experience and target compensation as compared to the peer group. Incentive Targets The Committee approved an increase to Mr. Merten’s annual incentive targets in 2024. Mr. Merten’s annual incentive target was 200% of salary (previously 125%) and his target equity incentive was 375% of salary (previously 300%). Annual Incentive (Cash) The Committee approved an annual cash incentive award of $3,036,325 for Mr. Merten, which was 188% of target funding level. LTI Award (Equity) In 2024, based on its assessment of Mr. Merten’s performance in delivering strong business results, his job scope and added responsibilities and year-over-year increases in competitive market data, the committee granted him equity awards with a grant date fair value of $3,765,672, resulting in a 2024 equity award which was above his target equity incentive award opportunity of 375% (120% of target). This is in recognition of his significant contributions to the company’s on-going progress on the company’s profitability and growth strategy as described on page 60. | | | | | |

  113. 2025-2027 PSA Metrics

    | 2024 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 9% | Salary (Cash) | $875,000 | N/A | N/A | | | 41% | Annual Incentive (Cash) | $3,703,219 | 225% of salary | 188% of target | | | 50% | LTI Award (Equity) | $4,576,502(1) | 400% of salary | 154% of target | | Salary (Cash) The Committee did not adjust Mr. Rizzo’s salary of $875,000. Incentive Targets The Committee approved an increase to Mr. Rizzo’s annual incentive targets in 2024 based on evaluation of his performance, level of responsibility, experience and target compensation as compared to the peer group. Mr. Rizzo’s annual incentive target was 225% of salary (previously 150%) and his target equity incentive was 400% of salary (previously 325%). Annual Incentive (Cash) The Committee approved an annual cash incentive award of $3,703,219 for Mr. Rizzo, which was 188% of target funding level. LTI Award (Equity) In 2024, based on its assessment of Mr. Rizzo’s performance in delivering strong business results, his job scope and year-over-year increases in competitive market data, the Committee granted him equity awards with a grant date fair value of $4,576,502, resulting in a 2024 equity award which was above his target equity incentive award opportunity of 400% (154% of target). This is in recognition of his significant contributions to the company’s on-going progress on the company’s profitability and growth strategy as described on page 60. | | | | | |

  114. 2025-2027 PSA Metrics

    | 2024 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 11% | Salary (Cash) | $875,000 | N/A | N/A | | | 41% | Annual Incentive (Cash) | $3,291,750 | 200% of salary | 188% of target | | | 48% | LTI Award (Equity) | $3,890,093(1) | 325% of salary | 131% of target | | Salary (Cash) The Committee did not adjust Mr. Dugenske’s salary of $875,000. Incentive Targets The Committee approved an increase to Mr. Dugenske’s annual incentive targets in 2024 based on evaluation of his performance, level of responsibility, experience and target compensation as compared to the peer group. Mr. Dugenske’s annual incentive target was 200% of salary (previously 150%) and his target equity incentive was 325% of salary. Annual Incentive (Cash) The Committee approved an annual cash incentive award of $3,291,750 for Mr. Dugenske, which was 188% of target funding level. LTI Award (Equity) In 2024, based on its assessment of Mr. Dugenske’s performance in delivering strong business results in 2023, his job scope and year-over-year increases in competitive market data, the Committee granted him equity awards with a grant date fair value of $3,890,093, resulting in a 2024 equity award which was above his target equity incentive award opportunity of 325% (131% of target). This is in recognition of his significant contributions to the company’s on-going progress on the company’s profitability and growth strategy as described on page 60. | | | | | |

  115. 2025-2027 PSA Metrics

    | 2024 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 14% | Salary (Cash) | $722,596 | N/A | N/A | | | 42% | Annual Incentive (Cash) | $2,102,922 | 125% of salary | 232% of target | | | 44% | LTI Award (Equity) | $2,259,458(1) | 250% of salary | 120% of target | | Salary (Cash) Ms. DeBiase’s salary is $750,000. Incentive Targets Ms. DeBiase’s annual incentive target was 125% of salary and her target equity incentive was 250% of salary. Annual Incentive (Cash) The Committee approved an annual cash incentive award of $2,102,922 for Ms. DeBiase, which was 232% of target funding level including $400,000 additional funding provided to recognize her contributions serving as Interim Chief Human Resources Officer. LTI Award (Equity) In 2024, based on its assessment of Ms. DeBiase’s performance, job scope and year-over-year increases in competitive market data, the Committee granted her equity awards with a grant date fair value of $2,259,458, resulting in a 2024 equity award which was above her target equity incentive award opportunity of 250% (120% of target). This is in recognition of his significant contributions to the company’s on-going progress on the company’s profitability and growth strategy as described on page 60. | | | | | |

  116. Change in Control Benefits

    Change in Control Benefits Consistent with our compensation objectives, we offer these benefits to attract, motivate and retain executives. Change in control benefits are designed to maintain alignment between the interests of our executives and our shareholders in the event of a sale or merger of the company. The following summarizes Allstate’s change in control benefits for the executive officers: •Under the company’s Change in Control Plan (CIC Plan), in the event that a named executive’s employment is terminated by Allstate (other than for cause, death or disability) or by the executive for good reason (such as adverse changes in the terms or conditions of employment, including a material reduction in base compensation, a material change in authority,

  117. Change in Control Benefits

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  118. Change in Control Benefits

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  119. Change in Control Benefits

    duties or responsibilities, or a material change in job location) within two years following a change in control, then each named executive will be eligible to receive a cash severance amount equal to two times the sum of the named executive’s base salary and target annual incentive. •The CIC Plan does not include excise tax gross-ups or a lump sum cash pension enhancement. •In the event a named executive’s employment is terminated by Allstate (other than for cause, death or disability) or the named executive for good reason (as defined above) within two years following a change in control, the long-term equity incentive awards held by such named executive will vest on an accelerated basis. •In the event of a change in control, the distribution of deferred compensation and SRIP benefits for Messrs. Wilson and Rizzo would accelerate based on plan terms and their respective tenures and ages. The change in control and post-termination arrangements that are described in the Potential Payments as a Result of Termination or Change in Control section on pages 81-82 are not provided exclusively to the named executives.

  120. Perry M. Traquina, Chair

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4 | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | Total Without Change in Pension Value ($)(7) | | Thomas J. Wilson Chair, President and Chief Executive Officer | 2024 | 1,417,308 | — | 11,899,608 | 4,736,259 | 8,003,038 | 596,827 | 91,255 | 26,744,295 | 26,147,468 | | | 2023 | 1,385,000 | — | 7,883,165 | 4,986,008 | 2,077,500 | — | 156,284 | 16,487,957 | 16,487,957 | | | 2022 | 1,385,000 | — | 6,868,175 | 4,293,494 | 2,389,125 | — | 69,207 | 15,005,001 | 15,005,001 | | Jesse Merten Executive Vice President and Chief Financial Officer | 2024 | 805,096 | — | 3,045,688 | 719,984 | 3,036,325 | 77,676 | 27,570 | 7,712,339 | 7,634,663 | | | 2023 | 765,000 | — | 1,451,458 | 918,005 | 478,125 | 65,351 | 26,970 | 3,704,909 | 3,639,558 | | | 2022 | 594,178 | — | 905,628 | 556,708 | 346,233 | 22,648 | 25,760 | 2,451,155 | 2,428,507 | | Mario Rizzo President, Property-Liability | 2024 | 875,000 | — | 3,701,521 | 874,981 | 3,703,219 | 143,939 | 28,200 | 9,326,860 | 9,182,921 | | | 2023 | 870,192 | — | 1,798,427 | 1,137,493 | 653,014 | 239,380 | 27,460 | 4,725,966 | 4,486,586 | | | 2022 | 793,750 | — | 1,490,699 | 928,419 | 603,665 | — | 26,250 | 3,842,783 | 3,842,783 | | John Dugenske President, Investments and Corporate Strategy | 2024 | 875,000 | — | 3,146,346 | 743,747 | 3,291,750 | 90,368 | 27,360 | 8,174,571 | 8,084,203 | | | 2023 | 870,192 | — | 1,798,427 | 1,137,493 | 653,014 | 89,737 | 26,760 | 4,575,623 | 4,485,886 | | | 2022 | 844,808 | — | 1,705,240 | 1,065,994 | 729,077 | 86,745 | 25,760 | 4,457,624 | 4,370,879 | | Christine DeBiase Executive Vice President, Chief Legal Officer and General Counsel | 2024(1) | 722,596 | — | 1,827,444 | 432,014 | 2,102,922 | 47,594 | 37,617 | 5,170,187 | 5,122,593 |

  121. Pension Benefits

    Pension Benefits

  122. 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 | 31.8 | 1,336,565 | 0 | | | SRIP | 31.8 | 19,587,408 | 0 | | Mr. Merten | ARP | 13.0 | 127,312 | 0 | | | SRIP | 13.0 | 261,855 | 0 | | Mr. Rizzo | ARP | 35.9 | 1,127,766 | 0 | | | SRIP | 35.9 | 1,135,190 | 0 | | Mr. Dugenske | ARP | 7.8 | 76,204 | 0 | | | SRIP | 7.8 | 461,182 | 0 | | Ms. DeBiase | ARP | 2.0 | 9,817 | 0 | | | SRIP | 2.0 | 37,777 | 0 |

  123. Pension Benefits

    (1)The present value of the accumulated benefit was determined using the same measurement date (December 31, 2024) and material assumptions that we use for year-end financial reporting purposes, as set forth in Note 19 to our audited financial statements for 2024, which are incorporated by reference herein, except that we made no assumptions for early termination, disability or pre-retirement mortality. Other assumptions include the following: •Retirement at the normal retirement age as defined in the plans (age 65), or immediately for participants over age 65 at the measurement date. •Discount rate of 5.78%. Other assumptions for the final average pay formula include the following: •ARP benefits are assumed to be paid 80% as a lump sum, 10% as a life annuity and 10% as a joint and survivor annuity. •ARP and SRIP benefits are converted to a lump sum. For participants assumed to commence their benefits in 2025, the assumed lump-sum conversion interest rates are based on 100% of the average corporate bond segmented yield curve from August 2024. Specifically, the rates are 4.50% for the first 5 years, 4.96% for the next 15 years and 5.40% thereafter. For participants assumed to commence their benefits after 2025, the lump-sum conversion interest rate is assumed to be 5.50%. •Lump-sum calculations were performed using the 2025 and estimated 2026 Internal Revenue Code Section 417(e)(3) mortality tables with a static projection from 2026 to each future year using the adjusted MP-2021 projection scale. •Annuity calculations were performed using the Pre-2012 white-collar mortality table for healthy retirees projected generationally from 2012 with the MP-2021 projection scale. Other assumptions for the cash balance formula include the following: •ARP benefits are assumed to be paid as a lump sum. •Accounts were projected to retirement using the actual interest crediting rate for ARP and SRIP for 2025, specifically the average 30-year Treasury rate from August 2024 of 4.15%. After 2025, accounts are projected using the spot 30-year Treasury rate as of December 31, 2024 of 4.78%. The amounts set forth in this column are estimates based on the assumptions set forth above and do not necessarily reflect the actual amounts that will be paid to participants, which will be known at the time they become eligible for payment under the applicable plan. (2)The following table shows the lump-sum present value of the non-qualified pension benefits for each named executive earned through December 31, 2024, if the named executive’s employment terminated on the earlier of that date. Ms. DeBiase was not vested in the ARP or the SRIP; and, therefore, had not accrued a vested benefit under either plan as of December 31, 2024.

  124. Pension Benefits

    | Name | Plan Name | Lump Sum Amount ($) | | Mr. Wilson | SRIP | 19,587,408 | | Mr. Merten | SRIP | 302,340 | | Mr. Rizzo | SRIP | 1,250,443 | | Mr. Dugenske | SRIP | 491,960 | | Ms. DeBiase | SRIP | 41,103 |

  125. Pension Benefits

    The amount shown is based on the lump-sum methodology used by ARP and SRIP in 2025. The lump-sum conversion interest rates are based on 100% of the average corporate bond segmented yield curve from August 2024. Specifically, the rates are 4.50% for the first 5 years, 4.96% for the next 15 years and 5.40% thereafter. The mortality table used for 2025 is the Internal Revenue Code Section 417(e)(3) mortality table for 2025.

  126. Pension Benefits

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  128. Final Average Pay Formula — Frozen as of 12/31/13

    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. Wilson and Rizzo 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. Mr. Wilson is eligible for an unreduced retirement benefit since he remained in service past his normal retirement age of 65. Mr. Rizzo is eligible for a reduced early retirement benefit that would reduce his Base Benefit by 4.8% for each year of early payment before age 65 and his 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.

  129. Cash Balance Formula — For All Participants Beginning 1/1/14

    Cash Balance Formula — For All Participants Beginning 1/1/14 All named executives earned benefits under the cash balance formula in 2024. 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.

  130. Supplemental Retirement Income Plan (SRIP)

    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.

  131. Credited Service

    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. Mr. Wilson has combined service with Allstate and its former parent company, Sears, Roebuck and Co., of 31.8 years. As a result, a portion of his 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, Mr. Wilson’s final average pay pension benefits under the ARP and the SRIP are calculated as if he 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.

  132. Eligible Compensation

    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.

  133. Eligible Compensation

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  134. Eligible Compensation

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  135. Payment Options

    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.

  136. Timing of Payments

    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, 2024: •Mr. Wilson’s SRIP benefits earned prior to 2005 would become payable as early as January 1, 2025. Benefits earned after 2004 would be paid on July 1, 2025, or following death. •Mr. Merten’s SRIP benefits would be paid on January 1, 2030, or following death. •Messrs. Rizzo’s and Dugenske’s SRIP benefits would be paid on July 1, 2025, or following death. •Ms. DeBiase’s SRIP benefits would be $0 as she has not fulfilled the service requirements as of December 31, 2024.

  137. Timing of Payments

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  138. Timing of Payments

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  139. Timing of Payments

    Non-Qualified Deferred Compensation at Fiscal Year-end 2024 The following table summarizes the non-qualified deferred compensation contributions, earnings and account balances of our named executives in 2024. All amounts relate to The Allstate Corporation Deferred Compensation Plan.

  140. Timing of Payments

    | Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions in Last FY ($) | Aggregate Balance at Last FYE ($)(2) | | Mr. Wilson | 0 | 0 | 315,028 | 0 | 2,047,547 | | Mr. Merten | 0 | 0 | 0 | 0 | 0 | | Mr. Rizzo | 402,552 | 0 | 487,616 | 0 | 4,255,545 | | Mr. Dugenske | 0 | 0 | 0 | 0 | 0 | | Ms. DeBiase | 0 | 0 | 0 | 0 | 0 |

  141. Timing of Payments

    (1)For Mr. Rizzo, Executive Contributions were previously reported in the “Salary” column for 2024 and the “Non-Equity Incentive Plan Compensation” column for 2023 in the Summary Compensation Table. (2)Aggregate earnings were not included in the named executive’s compensation in the last completed fiscal year in the Summary Compensation Table. 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 ($345,000 in 2024), 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 2024 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, 2018, 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, 2018, 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, 2018, 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.

  142. Timing of Payments

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  144. Timing of Payments

    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 2024 equity incentive awards. Relevant prior practices are described in the footnotes.

  145. Timing of Payments

    | | Termination Scenarios | | | | | | Compensation Elements | Termination(1) | Retirement | Termination due to Change in Control(2) | Death | Disability | | Base Salary | Ceases immediately | Ceases immediately | Ceases immediately | Ceases immediately | Ceases immediately | | Severance Pay | None | None | Lump sum is equal to two times salary and annual incentive at target(3) | 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 | | Stock Options(4)(6) | Unvested are forfeited, vested expire at the earlier of three months or normal expiration | Awards granted more than 12 months before, and pro rata portion of award granted within 12 months of retirement, continue to vest. All expire at earlier of five years or normal expiration(7) | Awards vest upon qualifying termination after a CIC | Awards vest immediately and expire at earlier of two years or normal expiration | Awards vest immediately and expire at earlier of two years or normal expiration | | Restricted Stock Units(4)(6) | Forfeited | Awards granted more than 12 months before, and pro rata portion of awards granted within 12 months of retirement, continue to vest(7) | Awards vest upon qualifying termination after a CIC | Awards vest and are payable immediately | Awards vest and are payable immediately | | Performance Stock Awards(4)(6) | Forfeited | Awards granted more than 12 months before, and pro rata portion of awards granted within 12 months of retirement, continue to vest and are paid out based on actual performance(7) | Awards vest based on performance upon a qualifying termination after a CIC(8) | Awards vest and are payable immediately(9) | Awards vest and are payable immediately(9) | | Non-Qualified Pension Benefits(10) | Distributions commence per plan | Distributions commence per plan | Immediately payable upon a CIC for Mr. Wilson; distributions commence per plan for other NEOs | Distributions commence per plan | Participant may request payment if age 50 or older |

  146. Timing of Payments

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  148. Timing of Payments

    | | Termination Scenarios | | | | | | Compensation Elements | Termination(1) | Retirement | Termination due to Change in Control(2) | Death | Disability | | Deferred Compensation(11) | Distributions commence per participant election | Distributions commence per participant election | Immediately payable upon a CIC for Mr. Wilson; distributions commence per participant election for other participating NEOs | Payable within 90 days | Distributions commence per participant election | | Health, Welfare and Other Benefits | None | None | Outplacement services provided; lump sum payment equal to additional cost of welfare benefits continuation coverage for 18 months(12) | None | Supplemental Long Term Disability benefits if enrolled in basic long-term disability plan |

  149. Timing of Payments

    (1)Includes both voluntary and involuntary termination other than due to retirement, change in control, death or disability. Examples of involuntary termination independent of a change in control include performance-related terminations; terminations for employee dishonesty and violation of Allstate rules, regulations or policies; and terminations resulting from lack of work, rearrangement of work or reduction in force. (2)In general, a change in control is one or more of the following events: (1) any person acquires 30% or more of the combined voting power of Allstate common stock within a 12-month period; (2) any person acquires more than 50% of the combined voting power of Allstate common stock; (3) certain changes are made to the composition of the Board; or (4) the consummation of a merger, reorganization or similar transaction. These triggers were selected because any of these could cause a substantial change in management in a widely held company the size of Allstate. Effective upon a change in control, the named executives become subject to covenants prohibiting solicitation of employees, customers and suppliers until one year after termination of employment. If a named executive incurs legal fees or other expenses in an effort to enforce the change in control plan, Allstate will reimburse the named executive for these expenses unless it is established by a court that the named executive had no reasonable basis for the claim or acted in bad faith. (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:

  150. Timing of Payments

    | 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. |

  151. Timing of Payments

    (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 the Retirement Benefits section for further detail on non-qualified pension benefits and timing of payments. (11)See the Non-Qualified Deferred Compensation at Fiscal Year-end 2024 section 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.

  152. Timing of Payments

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  154. Timing of Payments

    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, 2024 employment termination date.

  155. Timing of Payments

    | Name | Severance ($) | Annual Incentive Plan ($)(2) | Stock Options — Unvested and Accelerated ($) | Restricted Stock Units and Performance Stock Awards — Unvested and Accelerated ($) | Welfare Benefits and Outplacement Services ($) | Total ($) | | Mr. Wilson | | | | | | | | Termination due to Retirement(3) | 0 | 8,003,038 | 14,120,745 | 28,365,771 | 0 | 50,489,554 | | Termination due to Change in Control(4) | 11,400,000(5) | 4,254,672 | 14,672,415 | 30,199,397 | 56,177(6) | 60,582,661 | | Death | 0 | 8,003,038 | 14,672,415 | 30,199,397 | 0 | 52,874,850 | | Disability | 0 | 8,003,038 | 14,672,415 | 30,199,397 | 0 | 52,874,850 | | Mr. Merten | | | | | | | | Termination due to Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | | Termination due to Change in Control(4) | 5,100,000(5) | 1,614,208 | 2,278,056 | 6,232,322 | 63,934(6) | 15,288,520 | | Death | 0 | 3,036,325 | 2,278,056 | 6,232,322 | 0 | 11,546,703 | | Disability | 0 | 3,036,325 | 2,278,056 | 6,232,322 | 6,482,044(7) | 18,028,747 | | Mr. Rizzo | | | | | | | | Termination due to Retirement(3) | 0 | 3,703,219 | 3,001,367 | 7,416,246 | 0 | 14,120,832 | | Termination due to Change in Control(4) | 5,687,500(5) | 1,968,750 | 3,103,269 | 7,996,929 | 56,126(6) | 18,812,574 | | Death | 0 | 3,703,219 | 3,103,269 | 7,996,929 | 0 | 14,803,417 | | Disability | 0 | 3,703,219 | 3,103,269 | 7,996,929 | 0 | 14,803,417 | | Mr. Dugenske | | | | | | | | Termination due to Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | | Termination due to Change in Control(4) | 5,250,000(5) | 1,750,000 | 3,157,417 | 7,566,236 | 63,934(6) | 17,787,587 | | Death | 0 | 3,291,750 | 3,157,417 | 7,566,236 | 0 | 14,015,403 | | Disability | 0 | 3,291,750 | 3,157,417 | 7,566,236 | 4,219,256(7) | 18,234,659 | | Ms. DeBiase | | | | | | | | Termination due to Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | | Termination due to Change in Control(4) | 3,375,000(5) | 905,328 | 1,160,692 | 4,495,284 | 64,188(6) | 10,000,492 | | Death | 0 | 2,102,922 | 1,160,692 | 4,495,284 | 0 | 7,758,898 | | Disability | 0 | 2,102,922 | 1,160,692 | 4,495,284 | 3,332,716(7) | 11,091,614 |

  156. Timing of Payments

    (1)A “0” indicates either 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 2024 annual incentive plan payment is payable to all named executives as a result of death or disability. In addition, it is payable to Messrs. Wilson and Rizzo 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, 2024, Messrs. Wilson and Rizzo are eligible to retire in accordance with Allstate’s policy and the terms of its equity and annual incentive compensation and benefit plans. (4)The values in this “Change in Control” row represent amounts paid if both the change in control and qualifying termination occur on December 31, 2024. PSAs are paid out based on actual performance; for purposes of this table, the 2022-2024 cycle is shown at 62.2% of target and the 2023-2025 and 2024-2026 cycles are reflected at target. Equity awards do not accelerate in the event of a change in control unless also accompanied by a qualifying termination of employment. A change in control also would accelerate the distribution of deferred compensation and SRIP benefits for Messrs. Wilson and Rizzo; deferred compensation and SRIP benefits for the other NEOs are distributed in accordance with the applicable plan terms and participant elections. Please see the Non-Qualified Deferred Compensation at Fiscal Year-end 2024 Table and footnote 2 to the Pension Benefits Table in the Retirement Benefits section for details regarding the applicable amounts for each named executive.

  157. Timing of Payments

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  158. Timing of Payments

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  159. Timing of Payments

    (5)Represents two times the sum of base salary and target annual incentive. (6)The Welfare Benefits and Outplacement Services amount includes the cost to provide certain welfare benefits to the named executive and family during the period the named executive is eligible for continuation coverage under applicable law. The amount shown reflects Allstate’s costs for these benefits or programs assuming an 18-month continuation period. The value of outplacement services is $40,000 for each named executive. (7)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.

  160. Performance Stock Award Performance Measures for the 2024-2026 Performance Cycle

    | Compensation Actually Paid Component | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | | Summary Compensation Table (SCT) Total | | $26,744,295 | $7,595,989 | $16,487,957 | $4,477,500 | $15,005,001 | $3,498,306 | $19,066,920 | $5,548,209 | $21,126,386 | $5,228,904 | | Deduction: | SCT change in actuarial present value of accumulated pension benefits | $(596,827) | $(89,894) | $— | $(119,512) | $— | $(51,781) | $(697,929) | $(65,931) | $(3,116,842) | $(189,278) | | Deduction: | SCT Aggregate Grant Date Fair Value of Stock Awards | $(11,899,608) | $(2,930,250) | $(7,883,165) | $(1,973,067) | $(6,868,175) | $(1,523,242) | $(6,335,804) | $(1,617,742) | $(7,312,094) | $(1,685,460) | | Deduction: | SCT Aggregate Grant Date Fair Value of Option Awards | $(4,736,259) | $(692,682) | $(4,986,008) | $(1,010,746) | $(4,293,494) | $(871,876) | $(4,304,994) | $(1,099,217) | $(4,404,993) | $(1,015,376) | | Addition: | Pension Service Cost | $119,162 | $46,330 | $161,803 | $50,465 | $235,050 | $46,723 | $238,310 | $62,348 | $217,343 | $56,961 |

  161. Performance Stock Award Performance Measures for the 2024-2026 Performance Cycle

    | Compensation Actually Paid Component | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | | Addition: | Change as of the vesting date in fair value, (from the end of prior fiscal year) of equity awards granted in prior fiscal years for which all applicable vesting conditions were satisfied at the end or during the covered fiscal year | $3,988,836 | $636,475 | $(2,085,752) | $(344,544) | $3,039,030 | $521,581 | $(454,767) | $(110,761) | $3,712,366 | $218,942 | | Addition: | Change in fair value, as of the end of the covered fiscal year, of equity awards granted in any prior fiscal year that are outstanding and unvested at year-end | $20,074,587 | $3,659,065 | $(7,028,704) | $(1,309,355) | $7,695,232 | $1,338,444 | $6,922,985 | $1,592,057 | $6,802,340 | $1,581,275 | | Addition: | Fair value, at the end of the covered fiscal year, of equity awards granted during the fiscal year that are outstanding and unvested at year-end | $23,326,536 | $4,923,875 | $13,359,001 | $3,197,559 | $15,222,487 | $2,083,563 | $13,150,905 | $3,357,877 | $8,998,841 | $2,074,267 | | Deduction: | Fair value, at the end of prior fiscal year, of equity awards granted in any prior fiscal year that failed to meet the applicable vesting conditions during the covered fiscal year | $— | $— | $— | $— | $— | $(189,054) | $— | $— | $— | $— | | Compensation Actually Paid | | $57,020,722 | $13,148,908 | $8,025,133 | $2,968,301 | $30,035,131 | $4,852,665 | $27,585,626 | $7,666,840 | $26,023,346 | $6,270,236 |