DEF 14A of Allstate Corp
Filed Apr 10, 2026 · FY20250000899051-26-000063
Director Nominees at a Glance
Director Nominees at a Glance
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 | 68 | 19 | 0 | | | Richard T. Hume Lead Director Former CEO of TD SYNNEX Corporation | 66 | 5 | 1 | | | Donald E. Brown CFO of Viridon Inc. | 54 | 5 | 0 | | | Kermit R. Crawford Former President and COO of Rite Aid Corporation | 66 | 13 | 2 | | | Margaret M. Keane CEO of Cisive Inc. | 66 | 8 | 1 | | | Siddharth N. (Bobby) Mehta Former President and CEO of TransUnion | 67 | 12 | 2 | | | Maria R. Morris Former EVP and Head of Global Benefits of MetLife, Inc. | 63 | 2 | 2 | | | Jacques P. Perold Former President of Fidelity Management & Research Company LLC | 67 | 10 | 1 | | | Andrea Redmond Former Managing Director of Russell Reynolds Associates Inc. | 70 | 16 | 0 | | | Perry M. Traquina Former Chairman, CEO and Managing Partner of Wellington Management Company LLP | 69 | 9 | 2 | | | Monica J. Turner President, Strategic Growth Capabilities of The Procter and Gamble Company | 60 | 3 | 0 | |
Director Nominees at a Glance
| | Audit Committee | | Compensation and Human Capital Committee | | Nominating, Governance and Social Responsibility Committee | | Risk and Return Committee | | | Executive Committee | | Committee Chair | | Independent | | |
Director Nominees at a Glance
(1)Calculated as of the date of this proxy statement.
Director Nominees at a Glance
| 16 | The Allstate Corporation | AllstateInvestors.com |
Director Nominees at a Glance
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
Board Capabilities Overview
Board Capabilities Overview Our Board brings the right skills and experiences to provide high-performing oversight in a time of evolving market dynamics and customer needs.
Board Capabilities Overview
| Key Capabilities | Director Nominee Experience and Capabilities | | Enterprise Oversight Strategy Development Customer Focus Operational Execution | •55% have CEO experience and all held roles involved in developing strategy •Almost two-third have direct operating experience in consumer-focused businesses •100% have had significant operating leadership roles | | Industry Experience Insurance and Financial Services Investments Risk Management | •8 have over 10 years of experience in insurance or financial services •3 have direct experience in managing over a cumulative $1 trillion and 100% have over a decade of exposure to investment markets •Over 80% have significant risk and return management expertise | | Technical Expertise Technology and Cybersecurity Regulatory Affairs Financial | •64% have over a decade of technology and cybersecurity expertise •7 have led businesses with significant regulatory oversight •82% have held financial oversight roles or have led public company audit committees | | Corporate Governance Succession and Human Capital Shareholder Advocacy Societal Engagement | •All Board members have experience in succession, human capital, societal engagement and shareholder advocacy •64% are on other public boards bringing insights from 11 other companies |
Director Expertise Enhances Committee Oversight
Director Expertise Enhances Committee Oversight The table below highlights four of the most relevant areas of expertise that the committee members possess; however, it is not an exhaustive list of skills and expertise for those directors. For more information on committee responsibilities and committee member experience, see pages 32-33.
Director Expertise Enhances Committee Oversight
| Capabilities/Experience | Audit Committee | Compensation and Human Capital Committee | Nominating, Governance and Social Responsibility Committee | Risk and Return Committee | | Enterprise Oversight | | | | | | Strategy Development | | n | | n | | Customer Focus | | | n | n | | Operational Execution | | | | n | | Industry Experience | | | | | | Insurance and Financial Services | n | n | | | | Investments | | | | | | Risk Management | n | n | | n | | Technical Expertise | | | | | | Technology and Cybersecurity | n | | | n | | Regulatory Affairs | n | | n | | | Financial | n | n | | | | Corporate Governance | | | | | | Succession and Human Capital | | n | n | | | Shareholder Advocacy | | | n | | | Societal Engagement | | | n | |
Director Expertise Enhances Committee Oversight
| The Allstate Corporation | AllstateInvestors.com | 17 |
Director Expertise Enhances Committee Oversight
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
Director Biographies
Director Biographies
Director Biographies
| Donald E. Brown Independent Age 54 Director since 2020 (5 years of tenure) Professional Experience •CFO of Viridon, a company that invests in and manages electric transmission facilities across North America. •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 | Key Experience and Qualifications Enterprise Oversight: Experience in operational transformation and technological advancement to enhance customer value. As Chief Innovation Officer of NiSource, oversaw innovation focused on delivering safe, reliable and efficient services to customers and communities. Experienced in risk oversight during tenure as CFO of NiSource. Industry Experience: Leadership experience within the heavily regulated utilities industry. Significant risk management responsibilities as CFO of a publicly-traded company and an emerging infrastructure company. | Technical Expertise: Significant financial and accounting experience gained as CFO of Viridon and NiSource. In-depth understanding of technological advancements and operational transformation to enhance the customer experience at NiSource Corporate Governance: Sustainability expertise gained through NiSource’s transition to a less carbon-intensive business model and Viridon’s focus on grid transformation and clean energy solutions. | | | Committee Assignments and Rationale Audit Committee (Chair) •Multiple leadership positions with financial oversight responsibility, including as CFO at Viridon and 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. | |
Director Biographies
| Kermit R. Crawford Independent Age 66 Director since 2013 (13 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 of 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) | Key Experience and Qualifications Enterprise Oversight: Experience in business strategy and operational oversight gained through senior leadership roles at Rite Aid and Walgreens Boots Alliance, including the responsibility for the performance of large, geographically dispersed operations. Industry Experience: Expertise acquired leading consumer-focused services business through transformation. Oversaw transition of the pharmacy experience from a model-focused primarily on drug delivery to a pharmacist-patient-centric model. | Technical Expertise: Experience overseeing all operational aspects of large drugstore chains throughout the U.S., including financial results together with 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 country. Corporate Governance: Experience leading large divisions with responsibility for human capital priorities and culture, complemented by board service at other public companies that brings additional perspectives on corporate governance. | | | Committee Assignments and Rationale Nominating, Governance and Social Responsibility Committee •Chair of the Governance Committee at C.H. Robinson. •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’s Audit Committee and served 11 years on Allstate’s Audit Committee. | |
Director Biographies
| 18 | The Allstate Corporation | AllstateInvestors.com |
Director Biographies
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
Director Biographies
| Richard T. Hume Independent Age 66 Director since 2020 (5 years of tenure) Professional Experience •Former CEO and current 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) | Key Experience and Qualifications Enterprise Oversight: Experience overseeing global operations, leading strategic direction and driving operational execution through senior leadership roles at technology companies, including overseeing global technology services at IBM and as CEO of TD SYNNEX, a global IT distribution and solutions company. Industry Experience: Experience in risk management and oversight through business transformations, including major acquisitions, at leading technology companies. | Technical Expertise: Oversaw global technology services as a senior leader at IBM. As CEO at TD SYNNEX, led and oversaw innovation, technological advancement and transformative growth. Also brings strong accounting and financial expertise developed through more than a decade of oversight of financial and accounting operations. Corporate Governance: Significant human capital management and succession planning experience gained through various senior leadership roles at public companies. Experience is complemented by board service at Novolex, a privately held company recognized for innovation in sustainable packaging solutions. | | | Committee Assignments and Rationale Lead Director •Understanding of Allstate’s business and professional credibility and trusted relationships with fellow directors. •Five years of Allstate board experience balancing institutional knowledge and fresh perspectives. Compensation and Human Capital Committee •Significant management experience leading large companies as CEO and COO. •Succession experience as CEO of TD SYNNEX. Risk and Return Committee •In-depth understanding of technology, innovation and corporate strategy. | |
Director Biographies
| Margaret M. Keane Independent Age 66 Director since 2018 (8 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) | Key Experience and Qualifications Enterprise Oversight: Operational and strategic experience in the consumer financial services industry gained as CEO of two financial services companies and Cisive. As CEO of Synchrony, led strategic and technology transformation in rapidly changing consumer payments industry Industry Experience: In-depth understanding and experience in financial services industry as CEO of Synchrony Financial and GE Capital Retail Finance. Gained unique perspective on risk management as CEO of Cisive, a background screening company. | Technical Expertise: 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. Corporate Governance: Significant experience in developing talent and succession planning as CEO of Cisive and Synchrony Financial, complemented by board service at Tenable that brings additional perspectives on corporate governance. | | | Committee Assignments and Rationale Compensation and Human Capital Committee •Substantial experience in establishing management performance objectives and executive compensation as CEO of Cisive and Synchrony Financial. Risk and Return Committee •Extensive experience in risk and return management as CEO of Cisive and Synchrony Financial. •Expertise in evaluating risk and return in innovation and technology transformation environments. | |
Director Biographies
| The Allstate Corporation | AllstateInvestors.com | 19 |
Director Biographies
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
Director Biographies
| Siddharth N. (Bobby) Mehta Independent Age 67 Director since 2014 (12 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. Other Public Board Service •Jones Lang LaSalle Incorporated (2019–present) •Northern Trust Corporation (2019–present) | Key Experience and Qualifications Enterprise Oversight: Navigated transformation and risk in highly regulated industry as CEO of TransUnion, a global provider of information and risk management solutions. Brings process-thinking and operational execution mindset from experience at leading financial services companies. Industry Experience: Broad investment markets expertise and perspective gained as CEO of TransUnion and HSBC, and as a board member of Northern Trust Corporation. Also brings experience in risk identification and management from leading a global provider of credit information and risk management solutions. | Technical Expertise: As CEO of TransUnion, led a data- and analytics-driven strategy using technology to increase revenues and global reach. Oversees cybersecurity risk initiatives through service as a director at public and privately-held companies. Accounting and financial expertise acquired through leadership positions with oversight responsibility for financial and accounting activities. Corporate Governance: Oversaw leadership succession planning during tenure as CEO of TransUnion. Also brings experience driving sustainability initiatives and an understanding of climate risk developed through an investor role at a climate analytics company. | | | 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 •Chair of the Board of Directors of JLL (Jones Lang LaSalle Incorporated). •Deep understanding of public policy considerations related to consumer privacy. | |
Director Biographies
| Maria R. Morris Independent Age 63 Director since 2024 (2 years 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) | Key Experience and Qualifications Enterprise Oversight: Brings strategic and operational leadership experience from career at MetLife, including as U.S. Business Leader of personal lines Property & Casualty business. Led innovation and customer-focused initiatives as Interim Chief Marketing Officer at MetLife. Industry Experience: Deep knowledge and understanding of insurance industry from tenure on MetLife’s Executive Group, including strategy, portfolio management, P&L oversight, underwriting and pricing, distribution, product manufacturing, investment management, marketing and customer centricity. Also brings understanding of risks relevant to financial services and insurance industries and additional experience gained as risk committee chair at another public company. | Technical Expertise: Brings financial expertise through oversight of multiple business P&Ls and leadership of the integration of MetLife’s acquisition of American Life Insurance Co. Developed technology and cybersecurity expertise as Head of Global Technology and Operations, overseeing a $1.6 billion technology portfolio, and expanding IT infrastructure capacity, and cyber and risk management. Corporate Governance: Expert in employee benefits, succession planning and human capital management, with additional corporate governance perspectives gained through board service at two other public companies. | | | Committee Assignments and Rationale Compensation and Human Capital Committee •Significant leadership in a global organization and member of human resources committee at another public company. Nominating, Governance and Social Responsibility Committee •Oversaw corporate responsibility strategy in business and marketing leadership roles. •Significant governance experience in financial services and insurance industries through service on other public company boards. | |
Director Biographies
| 20 | The Allstate Corporation | AllstateInvestors.com |
Director Biographies
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
Director Biographies
| Jacques P. Perold Independent Age 67 Director since 2015 (10 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) | Key Experience and Qualifications Enterprise Oversight: Experience leading one of the world’s largest asset management funds representing customers with nearly $2 trillion assets under management. Brings unique understanding of operational and investment-related risks, applying insights from past leadership roles to strengthen operational resilience. Industry Experience: Extensive financial services experience gained while leading investments and operations at global asset management firms Fidelity Management & Research Company and Geode Capital. | Technical Expertise: Developed technology and cybersecurity expertise as a senior leader at investment companies that used data-driven tools and solutions to help clients build more effective portfolios. Deep financial and accounting expertise from senior leadership roles with responsibility for financial and accounting oversight. Corporate Governance: Experience overseeing sustainability initiatives gained while serving as chair of the corporate responsibility committee at another public company, as well as executive compensation program oversight and senior leadership succession planning. | | | 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. Audit Committee •Multiple leadership positions with financial and operational oversight responsibilities, including as President of Fidelity Management & Research Company. •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. | |
Director Biographies
| Andrea Redmond Independent Age 70 Director since 2010 (16 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 of 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 | Key Experience and Qualifications Enterprise Oversight: Career supporting high-performance organizations on execution of corporate strategies brings boardroom insights and judgment on enterprise oversight, including human capital and reputational risk. Industry Experience: Substantial industry experience acquired as founder and leader of global insurance practice. Brings perspective from career focused on executive leadership recruitment, selection and development for large financial services companies. | Technical Expertise: Expertise in assessing leadership, board capabilities and evaluating director candidates as co-head of the Russell Reynolds CEO/board services practice. Developed expertise in overseeing public policy and political activities reporting during tenure on the Allstate Board. Corporate Governance: Expert in public company succession planning, human capital management and executive compensation across wide range of industries developed over career at Russell Reynolds. | | | 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 global executive search firm Russell Reynolds, including as co-head of the CEO/board services and financial services practices. Compensation and Human Capital Committee •Experience in executive recruiting, succession planning and human capital management. •Extensive executive leadership evaluation expertise. | |
Director Biographies
| The Allstate Corporation | AllstateInvestors.com | 21 |
Director Biographies
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
Director Biographies
| Perry M. Traquina Independent Age 69 Director since 2016 (9 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) | Key Experience and Qualifications Enterprise Oversight: Broad understanding of global markets and cross-border operations gained during tenure as Chair, CEO and Managing Partner of one of the world’s largest global investment management firms. Brings focus on customer and operational excellence through leadership in globalizing Wellington's investment platform. Industry Experience: Financial services and investment management expertise developed during tenure at Wellington. Brings broad perspective on risk and return management from career in financial services industry and from service as chair of risk committee at Morgan Stanley and eBay. | Technical Expertise: Expertise in evaluating financial statements and reports gained through career at Wellington, as well as service on audit committee at eBay. In-depth understanding of SEC and FINRA rules that regulate financial services industry acquired through leadership roles at Wellington. Corporate Governance: Deep understanding of executive compensation and succession planning practices gained throughout executive tenure at Wellington, with additional corporate governance perspectives gained through board service at two other public companies. | | | 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. •Understanding of shareholder perspective on compensation and human capital from career at Wellington and board service at two 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. | |
Director Biographies
| Monica J. Turner Independent Age 60 Director since 2023 (3 years of tenure) Professional Experience •President, Strategic Growth Capabilities of The Procter and Gamble Company. •Former President, North America of The Procter and Gamble Company, President, North America Sales, and SVP, Market Strategy and Planning, Beauty, Health and Grooming Sector of Procter and Gamble. Other Public Board Service •None | Key Experience and Qualifications Enterprise Oversight: Wide-ranging operational and leadership experience at consumer goods company, serving 370 million consumers in the U.S., Canada and Puerto Rico. Brings customer focus, having led transformation of Procter and Gamble’s North America business by delivering historic levels of sales and profits to become the company’s largest and most profitable region. Industry Experience: Significant experience in management and oversight of risk and return gained during tenure with large consumer goods company. | Technical Expertise: As President at Procter and Gamble, had overall responsibility for operations, including related regulatory compliance. Experience also includes delivering transformational results through technology at Procter and Gamble, including digitization of supply chain and using data and technology to better understand consumer needs. Significant accounting and financial oversight experience gained through leadership of several businesses within Procter and Gamble. Corporate Governance: Responsibilities for talent and driving operational performance at large, complex organizations. | | | Committee Assignments and Rationale Audit Committee •Overall responsibility for the financial, sales and operational aspects of the consumer goods company. •President of Procter and Gamble, North America Nominating, Governance and Social Responsibility Committee •Public policy experience gained through senior leadership roles at Procter and Gamble. •Sustainability experience gained through oversight of sustainability initiatives in her various leadership roles at Procter and Gamble. | |
Director Biographies
| 22 | The Allstate Corporation | AllstateInvestors.com |
Director Biographies
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
Director Biographies
| Thomas J. Wilson Chair, President and Chief Executive Officer Age 68 Director since 2006 (19 years of tenure) Professional Experience •CEO of Allstate 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 | Key Experience and Qualifications Enterprise Oversight: Shaped and executed initiatives to serve customers, including creating and leading Transformative Growth strategy to grow market share and expand affordable protection. Drives a strong leadership culture across Allstate by championing enterprise programs that develop leaders, strengthen core leadership competencies and equip teams to lead. Industry Experience: More than 30 years of leadership experience in highly regulated insurance industry as senior executive of Allstate. 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. | Technical Expertise: Deep understanding of legal and regulatory requirements relevant for large, public companies developed while having responsibility for ensuring compliance by Allstate. Brings financial expertise, having previously served as CFO of the company. Corporate Governance: Committed to shareholder advocacy through ongoing dialogue with shareholders. Developed Allstate’s framework for societal engagement, which focuses on impacts of increasingly severe weather and protecting data privacy and security. | | | Committee Assignment 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. | |
Director Biographies
| The Allstate Corporation | AllstateInvestors.com | 23 |
Director Biographies
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
Director Compensation Program
Director Compensation Program We structure the compensation program for non-employee directors based on peer practices for large, complex and highly regulated company and peer practices. The following charts describe each component of our non-employee director compensation program for fiscal year 2025:
Director Compensation Program
| Non–Employee Director | Additional Annual Cash Retainers |
Director Compensation Program
| $135,000 Annual Cash retainer | $190,000 Annual Equity |
Director Compensation Program
+
Director Compensation Program
| $50,000 Lead Director |
Director Compensation Program
| $35,000 Audit Committee Chair and Risk and Return Committee Chair |
Director Compensation Program
| $30,000 Compensation and Human Capital Committee Chair |
Director Compensation Program
| $25,000 Nominating, Governance and Social Responsibility Committee Chair |
Equity Compensation
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. •Aggregate grant date fair value of any award granted to a director during a calendar year may not exceed $800,000. •Each RSU includes a dividend equivalent right that entitles the director to receive a payment equal to regular cash dividends paid on Allstate common stock.
2025 Review of Director Compensation Program
2025 Review of Director Compensation Program •The Compensation and Human Capital Committee’s independent compensation consultant Pay Governance met with the Nominating, Governance and Social Responsibility Committee during 2025 to review non-employee director pay benchmarking data and the design and competitiveness of the company’s director pay practices. No changes were made for 2026.
2025 Director Compensation
2025 Director Compensation The following table summarizes the compensation for each of our non-employee directors in 2025.
2025 Director Compensation
| Name | Leadership Roles Held During 2025 | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3)(4) | Total ($) | | Donald E. Brown | Audit Committee Chair | 170,000 | 190,100 | 360,100 | | Kermit R. Crawford | | 135,000 | 190,100 | 325,100 | | Richard T. Hume | Lead Director (Nov 21 - Dec 31, 2025) | 140,571 | 190,100 | 330,671 | | Margaret M. Keane | | 135,000 | 190,100 | 325,100 | | Siddharth N. Mehta | | 135,000 | 190,100 | 325,100 | | Maria R. Morris | | 135,000 | 190,100 | 325,100 | | Jacques P. Perold | Risk and Return Committee Chair | 170,000 | 190,100 | 360,100 | | Andrea Redmond | Nominating, Governance and Social Responsibility Committee Chair | 160,000 | 190,100 | 350,100 | | Gregg M. Sherrill(1) | Lead Director (Jan 1 - Nov 20, 2025) | 185,000 | 190,100 | 375,100 | | Judith A. Sprieser | | 135,000 | 190,100 | 325,100 | | Perry M. Traquina | Compensation and Human Capital Committee Chair | 165,000 | 190,100 | 355,100 | | Monica J. Turner | | 135,000 | 190,100 | 325,100 |
2025 Director Compensation
(1)Mr. Sherrill retired from the Board effective November 21, 2025. (2)Amount in this column reflects the annual cash retainer paid quarterly to each director 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 2025, Ms. Keane and Mr. Traquina each elected to receive 100% of their retainer in the form of common stock. Under Allstate’s Deferred Compensation Plan for Non-Employee Directors, directors may elect to defer the receipt of their retainers and, subject to certain restrictions, amounts deferred under the plan, together with earnings thereon, 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, 2025, for directors previously electing to defer their cash retainer, is reflected in the table below.
2025 Director Compensation
| Amounts Deferred under Allstate’s Deferred Compensation Plan for Non-Employee Directors | Allstate Common Share Units (#) | | Mr. Traquina | 7,666 |
2025 Director Compensation
(3)Directors are granted restricted stock units (RSUs) on June 1 equal in value to $190,000 divided by the closing price of a share of Allstate common stock on such grant date, rounded up to the nearest whole share. Amount in this column reflects the grant date fair value of the RSUs granted in 2025 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 18 to our audited financial statements for 2025). 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). (4)The following table sets forth outstanding RSUs as of December 31, 2025 for each director. The value of the RSUs is based on the closing price of Allstate common stock of $208.15 on December 31, 2025.
2025 Director Compensation
| Name | Restricted Stock Units (#) | Value of Restricted Stock Units as of 12/31/25 ($) | Multiple of Annual Cash Retainer (including shares held outright) | | Mr. Brown | 4,842 | 1,007,862 | 15.5 | | Mr. Crawford | 23,872 | 4,968,957 | 38.3 | | Mr. Hume | 3,542 | 737,267 | 11.5 | | Ms. Keane | 3,542 | 737,267 | 30.6 | | Mr. Mehta | 13,086 | 2,723,851 | 31.4 | | Ms. Morris | 2,447 | 509,343 | 3.8 | | Mr. Perold | 15,996 | 3,329,567 | 24.7 | | Ms. Redmond | 39,344 | 8,189,454 | 60.7 | | Mr. Sherrill | — | — | | | Ms. Sprieser | 41,730 | 8,686,100 | 64.3 | | Mr. Traquina | 14,555 | 3,029,623 | 30.8 | | Ms. Turner | 3,998 | 832,184 | 6.2 |
2025 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. Because each of Ms. Keane, Mr. Hume, Mr. Mehta, Mr. Sherrill and Ms. Sprieser had elected a standard period of deferral for their 2022 RSU grants, each such director had 1,300 RSUs convert to common stock on June 1, 2025. With respect to Mr. Sherrill, 3,542 RSUs converted into common stock one day following the date of his retirement from the Board effective November 21, 2025.
2025 Director Compensation
| The Allstate Corporation | AllstateInvestors.com | 45 |
2025 Director Compensation
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
2025 Director Compensation
Executive Compensation
2025 Director Compensation
| | Item 2 Say-on-Pay: Advisory Vote on the Compensation of the Named Executives | | | | | Voting Recommendation The Board recommends a vote FOR this proposal. | | | | What am I Voting on? Every year, shareholders give a non-binding advisory vote on the pay of our named executive officers, as described in the Compensation Discussion and Analysis and the related tables and explanations in this proxy statement. The Board and the Compensation and Human Capital Committee (the “committee,” as referenced throughout the Compensation Discussion and Analysis) review the voting results when they design the executive compensation program. Overview of Executive Compensation Program •Determines the appropriate executive compensation based on the achievement of financial goals, long term strategic plans, and long term shareholder value •Independent oversight by the Board’s Compensation and Human Capital Committee •Independent compensation consultant reviews and compares our compensation program to the market •Executive pay is targeted at 50th percentile of our peer group and is aligned with short- and long-term business goals and strategy •A majority of long-term incentives (LTIs) are performance-based Shareholders are being asked to approve the following advisory resolution on the executive compensation of our named executives: |
2025 Director Compensation
| RESOLVED, on an advisory basis, the shareholders of The Allstate Corporation approve the compensation of the named executives, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis and accompanying tables and narrative on pages 47-91 of the Notice of 2026 Annual Meeting and Proxy Statement. |
2025 Director Compensation
| 46 | The Allstate Corporation | AllstateInvestors.com |
2025 Director Compensation
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
2025 Director Compensation
Compensation Discussion and Analysis Message from the Compensation and Human Capital Committee Allstate’s compensation philosophy is to pay for performance over short- and long-term periods, with a focus on financial, operating and strategic metrics that are designed to drive shareholder long-term value. Each year, the committee reviews the named executives’ performance and uses a balanced and disciplined approach to determine base salaries and variable compensation awards. In 2025, a number of alternative compensation structures were considered with feedback from shareholders, as inputs into compensation decisions. During 2025, the committee also focused on senior leadership development, succession planning, and enterprise organizational health. We appreciate the feedback on all of these topics and hope to have your support on this year’s say-on-pay vote.
2025 Director Compensation
| WHERE TO FIND | | | | | | | 2025 Executive Compensation At-a-Glance | 48 | Compensation Decisions for 2025 | 61 | Compensation Risk | 68 | | | | Other Elements of Compensation | 65 | Compensation Committee Report | 68 | | Incentive Design and Goal-Setting | 51 | | | | | | | | Compensation Governance Practices | 67 | Summary Compensation Table | 69 | | Shareholder Engagement and 2025 Say-on-Pay Results | 52 | | | | | | | | | | Non-GAAP Performance Measures for 2025 | 83 | | | | Equity Ownership Requirements | 67 | | | | Timing of Equity Awards and Grant Practices | 52 | | | | | | | | Policies on Hedging and Pledging Securities | 67 | Pay Ratio | 87 | | | | | | Pay Versus Performance Table | 88 | | Peer Benchmarking | 53 | | | | | | | | Clawback of Compensation | 68 | | | | Compensation Elements | 54 | | | | |
2025 Director Compensation
| The Allstate Corporation | AllstateInvestors.com | 47 |
2025 Director Compensation
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
2025 Director Compensation
| 1 | 2025 Executive Compensation At-a-Glance |
2025 Director Compensation
Allstate’s executive compensation program is designed to ensure that the interests of our executives are aligned with our shareholders.
2025 Director Compensation
| Pay for Performance Over 90% of our CEO’s and over 80% of our other Named Executive Officers’ (NEOs’) compensation opportunity is at-risk and based on measurable performance goals. | Establish a Strong Link Between Performance Measures and Strategic Objectives Performance measures are linked to operating priorities designed to create long-term shareholder value. |
Annual Incentive Plan (AIP)
Annual Incentive Plan (AIP) •In 2025, net income increased to $10.2 billion due to improvements across Allstate’s businesses. •As a result, the AIP funded at 127.2% of target for 2025. •This compares to 188.1% in 2024 and 50% in 2023.
Annual Incentive Plan (AIP)
| 2025 Annual Cash Incentive 127.2% Payout as a percentage of target pool funding |
Performance Stock Awards (PSAs)
Performance Stock Awards (PSAs) •The 2023–2025 PSA program resulted in a payout of 157.4%. This compares to the 2022–2024 PSA program which paid out at 62.2%, reflecting the impact of auto insurance results on returns in 2022 and 2023.
Performance Stock Awards (PSAs)
| 2023-2025 Performance Share Stock Awards 157.4% Shares vested as a percentage of target |
Compensation Governance Best Practices
| What We Do | | | Benchmark to peers of similar industry, size and business complexity Target pay at 50th percentile of peers Use an independent compensation consultant Deliver a majority of LTI through performance stock awards (PSAs) Use a Total Shareholder Return (TSR) metric relative to peer performance Denominate and settle the entire LTI in equity Provide clear rationale for the metrics used to fund the annual and long-term incentive plans | Have maximum payout caps for annual cash incentive compensation and PSAs Have robust equity ownership requirements Policy to clawback or cancel certain compensation beyond the Dodd-Frank Act requirements Have one-year minimum equity vesting provision in the equity plan Employ double trigger vesting in the event of a change in control |
Compensation Governance Best Practices
| What We Don't Do | | | Employment agreements for executive officers Guaranteed annual salary increases or bonuses Special tax gross-ups other than for relocation allowance Repricing or exchange of underwater stock options Plans that encourage excessive risk-taking | Hedging or pledging of Allstate securities Include equity awards in pension calculations Excessive perks Count unvested PSAs or stock options towards ownership requirements |
Incentive Design, Payout and Goal-Setting Process
Incentive Design, Payout and Goal-Setting Process For the annual and long-term incentive 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 based on 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 2025:
Timeline of Compensation Events
| The Committee's incentive design, goal-setting and payout process is a year-round process | | | | | | | | â | | | | | | | April - July | à | November - January | à | February | | | Review Compensation Philosophy and Benchmark | | Establish Plan Design and Key Metrics | | Calculate Payouts | | | •Evaluate peer group to determine if any changes are appropriate for the next performance cycle •Compare executive compensation against peers' target compensation, financial results and shareholder returns over one, three and five years •Hold Annual Meeting and 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 | | •Monitor compensation estimates in comparison to actual and relative performance •Independent compensation consultant provides advice on executive pay levels •Establish plan design and performance measures for the upcoming year •Board approves annual operating plan which is used to establish target performance and ranges for the annual and long-term incentive programs. Long-term plan targets reflect 3-year strategic objectives and peer performance and LTI ranges reflect historical and expected performance, market expectations and industry trends •Review program for alignment with enterprise risk and return principles | | •Actual performance against goals determines the corporate pool for the annual incentive award •Annual incentive pool is allocated 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 •Monitor compliance with equity ownership requirements |
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. This schedule allows the committee to align equity awards with annual performance and business goals and prevents intentionally timing such grants in anticipation of the release of material nonpublic information (MNPI). •The committee may grant equity incentive awards, including stock options, to newly hired employees, promoted employees and executives recognized outside the annual grant cycle. In these cases: •The grant date will be the third business day of the month following the hire or promotion, or the next trading day if that date is not a 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 will be the closing market price of the company’s common stock on the grant date on the principal national securities exchange on which the common stock is listed or admitted to trade. •The committee does not take MNPI into account when determining the timing and terms of stock options and other equity awards, and the company’s disclosure of MNPI is not timed on the basis of equity award grant dates or for the purpose of affecting the value of executive compensation. 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 24, 2025, the same business day on which we filed our Form 10-K for the fiscal year ended December 31, 2024.
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 | 2/24/2025 | 93,349 | $188.75 | $4,530,227 | 2.60% | | Mr. Dugenske | 2/24/2025 | 12,055 | $188.75 | $585,029 | 2.60% | | Mr. Merten | 2/24/2025 | 14,013 | $188.75 | $680,051 | 2.60% | | Mr. Rizzo | 2/24/2025 | 14,837 | $188.75 | $720,040 | 2.60% | | Mr. Jeevanjee | 2/24/2025 | 6,594 | $188.75 | $320,007 | 2.60% |
Timing of Equity Awards and Grant Practices
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Timing of Equity Awards and Grant Practices
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Peer Benchmarking
Peer Benchmarking The Compensation and Human Capital Committee monitors performance toward goals throughout the year and reviews the executive compensation program design and executive pay levels annually. As part of that evaluation, the committee’s independent compensation consultant, Pay Governance, provides executive compensation data, information on current market practices and benchmarking on target pay opportunities. The committee benchmarks executive compensation program design and executive pay against multiple market references, including financial services and broader general industry survey data and a group of peers as points of reference in determining executive pay within a competitive range. Product mix, market segment, annual revenues, premiums, assets and market value are considered when identifying peer companies. The committee believes Allstate competes against these public companies for executive talent, business and shareholder investment. The committee reviews the composition of the peer group annually with the assistance of its compensation consultant and adjusts as necessary due to changes at a peer company’s operations or changes in comparability. The compensation consultant’s recommendation has been to use a peer group that reflects Allstate’s business and operations. As of 2024, eight out of thirteen of Allstate’s peer companies also include Allstate in their respective peer company lists. The following table reflects the peer group used for 2025 compensation benchmarking.
Peer Benchmarking
| Compensation Peer Companies(1)(2) Company Name | Revenue ($ in billions) | Market Cap ($ in billions) | Assets ($ in billions) | Premiums ($ in billions) | | AFLAC Inc. | 17.2 | 57.2 | 116.5 | 13.5 | | American International Group, Inc. | 26.8 | 46.0 | 161.3 | 23.8 | | AON plc | 17.2 | 75.7 | 50.8 | 17.2 | | Chubb Limited | 59.8 | 122.1 | 272.3 | 53.0 | | The Hartford Financial Services Group, Inc. | 28.4 | 38.2 | 86.0 | 24.4 | | Humana Inc. | 129.7 | 30.9 | 48.9 | 122.8 | | Manulife Financial Corporation | 43.6 | 61.0 | 747.9 | 20.7 | | Marsh McLennan | 27.1 | 90.0 | 58.7 | 17.3 | | MetLife, Inc. | 77.1 | 51.7 | 745.2 | 54.8 | | The Progressive Corporation | 87.6 | 133.5 | 123.0 | 81.7 | | Prudential Financial Inc. | 60.8 | 39.3 | 773.7 | 35.5 | | The Travelers Companies Inc. | 48.8 | 63.1 | 143.7 | 43.9 | | Allstate | 67.7 | 54.1 | 119.8 | 61.4 | | Allstate Ranking Relative to Peers: | | | | | | Property and Casualty Insurance Products | 3 of 9 | 6 of 9 | 6 of 9 | 2 of 9 | | All Peer Companies | 4 of 13 | 8 of 13 | 8 of 13 | 3 of 13 |
Peer Benchmarking
(1)Information as of year-end 2025. (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.
Overview
| | | Pay-Element(1) | Weight | | Form | Why We Pay This Element | Summary of Key Elements | | | | | CEO | Other NEOs(2) | | | | | | | | | | | | | | | | Base Salary | 7% | 16% | Cash | Attract and retain executives with competitive level of cash compensation. | Reviewed annually and adjusted when appropriate. | | | | | | | | | | | | | Annual Cash Incentive Awards | 22% | 30% | 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 | 50% | 32% | 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 Compensation and Human Capital Committee. | | | | Stock Options | 21% | 11% | 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 and expire in ten years. | | | | | | | | | | | | | Restricted Stock Units | 0% | 11% | 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. |
Salary
Salary •In setting executive salary levels, the Compensation and Human Capital 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 2025 is set forth in the section below under “Compensation Decisions for 2025”.
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. Awards are based on performance of our two Market-Facing businesses, Investment results and Performance Net Income. The target annual incentive percentages of salary for each named executive is set annually by the committee and, collectively, are set forth in the section below under “Compensation Decisions for 2025”.
Annual Cash Incentive Awards
| 2025 Plan Design: Our 2025 annual incentive plan design measures profitable growth in the business unit results of each of our two continuing operating segments (Property-Liability and Protection Services) and Investments, collectively representing 70% of the pool, with the remaining 30% based on Performance Net Income. |
Step 1: How Performance Goals Are Established
Step 1: 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. •Growth and profitability goals for the businesses and the Performance Net Income target for 2025 were set above 2024 target and actual performance.
2025 Actual Performance
| | | Measures / Weight | 2025 AIP Performance Range ($ in millions) | | | 2025 Result ($M) | 2025 Funding NEOs (%) | | | | | Threshold | Target | Max | | | | Market Facing Businesses (MFBs)(1) and Investments Roll-Up (70%) | | | | | | | | | | Property-Liability | Profitable Growth Matrix(2) (56.0%) | Property-Liability Matrix(2) | | | 86.3 CR 2.0% IIF | 100.0% | | | Protection Services | Total Written Premium/Other Revenue (3.5%) | $3,367 | $3,567 | $3,667 | $3,486 | 79.8% | | | | Performance Income (3.5%) | $166 | $196 | $226 | $186 | 83.3% | | | Investments | Net Investment Income (3.5%) | $3,240 | $3,565 | $3,890 | $3,443 | 81.2% | | | | Economic Total Return vs. Benchmark (3.5%) | (45 bps) | 25 bps | 95 bps | (9) bps | 75.7% | | Performance Net Income (30%) | | | | | | | | | | Performance Net Income | | $4,540 | $5,340 | $6,140 | $8,634 | 200.0% |
2025 Actual Performance
| Market Facing Businesses (MFBs)(1) and Investments Roll-Up (70%) | + | Performance Net Income (30%) | = | Overall payout by pool 127.2% |
2025 Actual Performance
(1)Market Facing Businesses includes the Property-Liability Segment and the Protection Services Segment. (2)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 2025, based on a Combined Ratio threshold of 95.0%, target of 93.8% and maximum of 92.6% and year over year Items in Force Growth threshold of 3.1%, target of 3.6% and maximum of 4.1%, the Property-Liability Profitable Growth Matrix yielded a payout of 100% of target based on an actual Combined Ratio result of 86.3 and Items in Force Growth of 2.0%.
Step 4: Determine Annual Incentive Payment for Other Eligible Participants
Step 4: 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 approved total 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.
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 our philosophy that a significant amount of 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.
Mix of Equity Incentives
Mix of Equity Incentives The CEO’s long‑term incentive awards are made up of: •70% performance share awards (PSAs) •30% stock options Other senior executives’ long‑term incentive awards are made up of: •60% performance share awards (PSAs) •20% stock options •20% restricted stock units (RSUs) PSAs and stock options are considered performance‑based pay because: •PSAs are earned only if specific performance goals are met •Stock options only have value if the company’s stock price increases
Mix of Equity Incentives
| 2025 CEO Equity Mix | 2025 Other NEOs Equity Mix |
Mix of Equity Incentives
| The Allstate Corporation | AllstateInvestors.com | 57 |
Mix of Equity Incentives
| Introduction | Corporate Governance | Executive Compensation | Audit Matters | Shareholder Proposal | Stock Ownership | Other Information | Links and Resources | |
Performance Stock Award Metrics and Purpose
Performance Stock Award Metrics and Purpose
Performance Stock Award Metrics and Purpose
| PSAs granted in 2025 | | 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) •Performance is relative to a TSR peer group shown on page 86. 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 | | Measurement period | | | | Vesting | | |
Performance Stock Award Metrics and Purpose
The 2025 measures are further described on pages 83-86.
How Performance Goals are Established
How Performance Goals are Established •At the start of the performance cycle, the committee considers 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, which decreases volatility.
How Payouts Are Calculated
How Payouts Are Calculated
•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. The final PSA payout is based on Individual Target Opportunity multiplied by the final payout percentage (0%-200%).
•Actual Performance Payout Against Target
| 58 | The Allstate Corporation | AllstateInvestors.com |
•Actual Performance Payout Against Target
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2026-2028 Performance Stock Award
2026-2028 Performance Stock Award The 2026 Performance Stock Award measures include Average Performance Net Income ROE and Relative TSR, unchanged from our 2025 Performance Stock Award measures.
2026-2028 PSA Metrics
| Average Performance Net Income ROE (60%) | Relative TSR (40%) |
Relative TSR Calculation
Relative TSR Calculation
Relative TSR Calculation
| | | | | | | | | Relative TSR TSR is ranked relative to 13 peer companies (including Allstate)(5) | | | Final Average Adjusted Close Price(3) | - | Initial Average Adjusted Stock Price(4) | ÷ | Initial Average Adjusted Stock Price(4) | = | TSR | à | | | | | | | | | | | | Relative TSR Performance | Payout | | | | | | | | | | <25th percentile | 0% | | | | | | | | | | 25th percentile | 50% | | | | | | | | | | 55th percentile | 100% | | | | | | | | | | ≥90th percentile | 200% |
Relative TSR Calculation
(1)Performance Net Income is defined on page 83. (2)Adjusted Common Shareholders’ Equity is defined on page 108. (3)Final Average Adjusted Close Price is the average Adjusted Close Price over the 20 trading days prior to and including the final day of the Performance Period. (4)Initial Average Adjusted Stock Price is the average Adjusted Stock Price over the 20 trading days prior to the first day of the Performance Period. (5)Results between 25th and 55th percentiles and between 55th and 90th percentiles would be interpolated. For additional information on these peer companies, see page 86.
Relative TSR Calculation
| 60 | The Allstate Corporation | AllstateInvestors.com |
Relative TSR Calculation
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Relative TSR Calculation
| 4 | Compensation Decisions for 2025 |
Board Effectiveness
| 2025 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 6% | Salary (Cash) | $1,465,385 | N/A | N/A | | | 25% | Annual Incentive (Cash) | $5,597,235 | 300% of salary | 127% of target | | | 69% | LTI Award (Equity) | $15,416,627(1) | 1,024% of salary | 100% of target | | Salary (Cash) The Board approved an increase from $1,425,000 to $1,475,000 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 2025. Mr. Wilson’s target equity incentive opportunity was increased in 2025. Mr. Wilson’s annual incentive target was 300% of salary and his target equity incentive opportunity was 1,024% of salary (previously 950%). 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 2025. The committee approved an annual cash incentive award of $5,597,235, which was funded at 127% of target funding level. LTI Award (Equity) In 2025, 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 $15,416,627 resulting in a 2025 equity award which was at his target equity incentive award opportunity of 1,024% (100% of target). | | | | | |
2025 Performance and Compensation
| 2025 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 12% | Salary (Cash) | $895,192 | N/A | N/A | | | 35% | Annual Incentive (Cash) | $2,679,145 | 200% of salary | 150% of target | | | 53% | LTI Award (Equity) | $3,977,416(1) | 325% of salary | 134% of target | | Salary (Cash) The Compensation and Human Capital Committee approved an increase from $875,000 to $900,000 during 2025 based on Mr. Dugenske’s level of responsibility, experience and target compensation as compared to the peer group. Incentive Targets The committee did not adjust Mr. Dugenske’s annual incentive targets in 2025. Mr. Dugenske’s annual incentive target was 200% of salary and his target equity incentive was 325% of salary. Annual Incentive (Cash) The committee approved an annual cash incentive award of $2,679,145 for Mr. Dugenske, which was 150% of target funding level including $400,000 additional funding provided to recognize his contributions serving as interim Chief Financial Officer. LTI Award (Equity) In 2025 as part of the annual grant, based on its assessment of Mr. Dugenske’s performance in delivering strong business results, his job scope and market data, the committee granted him equity awards with a grant date fair value of $2,977,497. The committee granted him a RSU grant valued at $999,919 resulting in an aggregate grant date fair value of $3,977,416, which was above his target equity incentive award opportunity of 325% (134% of target). | | | | | |
2025 Performance and Compensation
| 2025 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 13% | Salary (Cash) | $861,154 | N/A | N/A | | | 34% | Annual Incentive (Cash) | $2,266,599 | 207% of salary | 127% of target | | | 53% | LTI Award (Equity) | $3,520,000(1) | 376% of salary | 107% of target | | Salary (Cash) The Compensation and Human Capital Committee approved an increase from $850,000 to $900,000 during 2025 based on Mr. Merten’s change in role, 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 2025 based on Mr. Merten’s new role, level of responsibility, experience and target compensation as compared to the peer group. Mr. Merten’s annual incentive target increased from 200% to 225% and his target equity incentive opportunity increased from 375% to 400%. Mr. Merten’s 2025 prorated annual incentive target was 207% of salary and his prorated target equity incentive opportunity was 376% of salary. Annual Incentive (Cash) The committee approved an annual cash incentive award of $2,266,599 for Mr. Merten, which was 127% of target funding level, consistent with overall compensation pool results. LTI Award (Equity) In 2025 as part of the annual grant, based on its assessment of Mr. Merten’s performance in delivering strong business results, his job scope and market data, the committee granted him above target equity awards with a grant date fair value of $3,461,192. In conjunction with his new role, the committee granted Mr. Merten a prorated equity award of $58,807 resulting in an aggregate grant date fair value of $3,520,000, which was above his target equity incentive award opportunity of 376% (107% of target). | | | | | |
2025 Performance and Compensation
| 2025 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 13% | Salary (Cash) | $906,346 | N/A | N/A | | | 32% | Annual Incentive (Cash) | $2,200,000 | 232% of salary | 105% of target | | | 55% | LTI Award (Equity) | $3,726,864(1) | 403% of salary | 100% of target | | Salary (Cash) The Compensation and Human Capital Committee approved an increase from $875,000 to $950,000 during 2025 based on Mr. Rizzo’s change in role, level of responsibility, experience and target compensation as compared to the peer group. Incentive Targets The committee approved an increase to Mr. Rizzo’s annual incentive targets in 2025 based on Mr. Rizzo’s new role, evaluation of his performance, level of responsibility, experience and target compensation as compared to the peer group. Mr. Rizzo’s annual cash incentive target increased from 225% to 250% and his target equity incentive opportunity increased from 400% to 425%. Mr. Rizzo’s 2025 prorated annual cash incentive target was 232% of salary and his prorated target equity incentive opportunity was 403% of salary. Annual Incentive (Cash) Though Mr. Rizzo’s annual cash incentive exceeded target plan funding of 127%, the committee approved an award of $2,200,000 for him, which was 105% of target plan funding level, including a negative adjustment of $476,253 to Mr. Rizzo’s award, to reflect below target performance on a strategic priority. LTI Award (Equity) In 2025 as part of the annual grant, based on its assessment of Mr. Rizzo’s performance in delivering strong business results, his job scope and market data, the committee granted him equity awards with a grant date fair value of $3,664,834. In conjunction with his new role, the committee granted Mr. Rizzo a prorated equity award of $62,030 resulting in an aggregate grant date fair value of $3,726,864 which was at his target equity incentive award opportunity of 403% (100% of target). | | | | | |
2025 Performance and Compensation
| 2025 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 9% | Salary (Cash) | $430,769 | N/A | N/A | | | 17% | Annual Incentive (Cash) | $800,000 | 125% of salary | 143% of target | | | 74% | LTI Award (Equity) | $3,514,753(1)(2) | 275% of salary | 282% of target | | Salary (Cash) Ms. Carter’s salary is $700,000. Incentive Targets Ms. Carter’s annual incentive target was 125% of salary and her target equity incentive was 275% of salary. Annual Incentive (Cash) The Compensation and Human Capital Committee approved a prorated (based on her hire date) annual cash incentive award of $800,000 for Ms. Carter, which was 143% of target funding with $86,460 reallocated from the pool to recognize her contributions to supporting key organizational realignments. LTI Award (Equity) In 2025, the committee granted Ms. Carter a pro-rated target award when she joined Allstate, using the standard mix of options, PSAs and RSUs, as well as a sign-on grant of RSUs of $2,250,082 reflecting the value of awards forfeited at her prior employer, with such awards having an aggregate grant date fair value of $3,514,753, which was 282% of Ms. Carter’s target equity incentive award opportunity of 275%. | | | | | |
2025 Performance and Compensation
| 2025 Compensation | | | | | | | Weighting | | | Actual | Target | Outcome | | | 13% | Salary (Cash) | $632,308 | N/A | N/A | | | 24% | Annual Incentive (Cash) | $1,200,000 | 125% of salary | 152% of target | | | 63% | LTI Award (Equity) | $3,128,641(1) | 250% of salary | 194% of target | | Salary (Cash) Mr. Jeevanjee’s salary is $640,000. Incentive Targets Mr. Jeevanjee’s annual incentive target was 125% of salary and his target equity incentive was 250% of salary. Annual Incentive (Cash) The Compensation and Human Capital Committee approved an annual cash incentive award of $1,200,000 for Mr. Jeevanjee, which was 152% of target funding with $192,855 reallocated from the pool to recognize his contributions towards the introduction and advancement of ALLIE. LTI Award (Equity) In 2025, based on its assessment of Mr. Jeevanjee’s performance, job scope and year-over-year increases in competitive market data, the committee granted him equity awards as part of the annual grant with an aggregate grant date fair value of $1,628,657. In recognition of Mr. Jeevanjee’s continued focus on the development and advancement of ALLIE, the committee granted him a RSU grant valued at $1,499,984 resulting in an aggregate grant date fair value of $3,128,641, which was 194% of Mr. Jeevanjee’s target equity incentive award opportunity of 250%. | | | | | |
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, 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 by 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 79-81 are not provided exclusively to the named executives.
Change in Control Benefits
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Change in Control Benefits
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Perry M. Traquina, Chair
| Name and Principal Position | Year | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | Total Without Change in Pension Value ($)(8) | | Thomas J. Wilson Chair, President and Chief Executive Officer | 2025 | 1,465,385 | — | 10,886,400 | 4,530,227 | 5,597,235 | — | 441,651 | 22,920,898 | 22,920,898 | | | 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 | | John Dugenske Chief Financial Officer (interim); President, Investments and Corporate Strategy | 2025 | 895,192 | | 3,392,387 | 585,029 | 2,679,145 | 205,255 | 27,560 | 7,784,568 | 7,579,313 | | | 2024 | 875,000 | — | 3,146,346 | 743,747 | 3,291,750 | 90,368 | 27,360 | 8,174,571 | 8,147,601 | | | 2023 | 870,192 | — | 1,798,427 | 1,137,493 | 653,014 | 89,737 | 26,760 | 4,575,623 | 4,485,886 | | Jesse Merten Executive Vice President; President, Property-Liability and former Chief Financial Officer | 2025 | 861,154 | | 2,828,532 | 691,468 | 2,266,599 | 183,732 | 27,980 | 6,859,465 | 6,675,733 | | | 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 | | Mario Rizzo Executive Vice President; Chief Operating Officer | 2025 | 906,346 | | 2,994,818 | 732,046 | 2,200,000 | 437,538 | 28,190 | 7,298,938 | 6,861,400 | | | 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 | | Andréa Carter Executive Vice President, Chief Human Resources Officer | 2025(1) | 430,769 | 720,000 | 3,267,907 | 246,846 | 800,000 | — | 94,741 | 5,560,263 | 5,560,263 | | Zulfikar Jeevanjee Executive Vice President; Chief Information Officer | 2025(1) | 632,308 | | 2,808,634 | 320,007 | 1,200,000 | 73,353 | 30,185 | 5,064,487 | 4,991,134 |
Pension Benefits
Pension Benefits
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 | 32.8 | 1,315,874 | 0 | | | SRIP | 32.8 | 19,421,654 | 0 | | Mr. Dugenske | ARP | 8.8 | 95,683 | 0 | | | SRIP | 8.8 | 646,958 | 0 | | Mr. Merten | ARP | 14.0 | 152,789 | 0 | | | SRIP | 14.0 | 420,110 | 0 | | Mr. Rizzo | ARP | 36.9 | 1,250,812 | 0 | | | SRIP | 36.9 | 1,449,682 | 0 | | Ms. Carter | ARP | 0.6 | — | 0 | | | SRIP | 0.6 | — | 0 | | Mr. Jeevanjee | ARP | 5.5 | 56,576 | 0 | | | SRIP | 5.5 | 101,412 | 0 |
Pension Benefits
(1)The present value of the accumulated benefit was determined using the same measurement date (December 31, 2025) and material assumptions that we use for year-end financial reporting purposes, as set forth in Note 17 to our audited financial statements for 2025, 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 5.56%. 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 2026, the assumed lump sum conversion interest rates are based on 100% of the average corporate bond segmented yield curve from August 2025. Specifically, the rates are 4.20% for the first 5 years, 5.29% for the next 15 years and 6.08% thereafter. For participants assumed to commence their benefits after 2026, the lump sum conversion interest rate is assumed to be 5.21%. •Lump-sum calculations were performed using the 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 Pri-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 2026, specifically the average 30-year Treasury rate from August 2025 of 4.87%. After 2026, accounts are projected using the spot 30-year Treasury rate as of December 31, 2025 of 4.84%. 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.
Pension Benefits
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Pension Benefits
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Pension Benefits
(2)The following table shows the lump sum present value of the non-qualified pension benefits for each named executive earned through December 31, 2025, if the named executive’s employment terminated on the earlier of that date. Ms. Carter was not a participant in the ARP or the SRIP and, therefore, had not accrued a vested benefit under either plan as of December 31, 2025.
Pension Benefits
| Name | Plan Name | Lump Sum Amount ($) | | Mr. Wilson | SRIP | 19,421,654 | | Mr. Dugenske | SRIP | 670,053 | | Mr. Merten | SRIP | 460,644 | | Mr. Rizzo | SRIP | 1,510,509 | | Ms. Carter | SRIP | — | | Mr. Jeevanjee | SRIP | 103,782 |
Pension Benefits
The amount shown is based on the lump sum methodology used by ARP and SRIP in 2026. The lump sum conversion interest rates are based on 100% of the average corporate bond segmented yield curve from August 2025. Specifically, the rates are 4.20% for the first 5 years, 5.29% for the next 15 years and 6.08% thereafter. The mortality table used for 2026 is the Internal Revenue Code Section 417(e)(3) mortality table for 2026.
Final Average Pay Formula — Frozen as of 12/31/13
Final Average Pay Formula — Frozen as of 12/31/13 •Benefits were earned as a straight life annuity payable at age 65, the normal retirement age under the ARP. •Messrs. Wilson and Rizzo have benefits composed of a Base Benefit and an Additional Benefit: •Base Benefit equals 1.55% of average annual compensation multiplied by credited service from 1989 through 2013. •Additional Benefit equals 0.65% of the amount by which average annual compensation exceeds covered compensation, multiplied by credited service from 1989 through 2013. •Covered compensation is the average Social Security taxable wage base over the 35‑year period ending in the year the participant reaches Social Security retirement age. •Mr. Wilson is eligible for an unreduced benefit due to service beyond age 65. •Mr. Rizzo is eligible for early retirement benefits subject to actuarial reductions: •Base Benefit is reduced 4.8% for each year payments commence prior to age 65. •Additional Benefit is reduced 8% per year for commencement between ages 62 and 65, and 4% per year between ages 55 and 62. •Reductions are prorated monthly based on age at actual commencement date.
Cash Balance Formula — For All Participants Beginning 1/1/14
Cash Balance Formula — For All Participants Beginning 1/1/14 •All named executives earned cash balance benefits during 2025, except Ms. Carter, who will become eligible on May 11, 2026, upon completing one year of service. •Participants receive annual pay credits and interest credits to a hypothetical account. •Pay credits range from 3% to 5% of eligible annual compensation, based on years of vesting service. •Interest credits are based on the IRS‑published interest crediting rate for the plan year. •The current interest crediting rate is set annually and reflects the average yield on 30‑year U.S. Treasury securities for August of the preceding year.
Cash Balance Formula — For All Participants Beginning 1/1/14
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Cash Balance Formula — For All Participants Beginning 1/1/14
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Supplemental Retirement Income Plan (SRIP)
Supplemental Retirement Income Plan (SRIP) •The SRIP provides an additional defined benefit to ARP-eligible employees whose compensation or benefit amount exceeds federal compensation limits. SRIP benefits are determined by: •Calculating the benefit that would be payable under the ARP formulas without application of IRS limits. •Subtracting the benefit actually payable under the ARP after applying those limits. •The SRIP uses age 65 as the normal retirement age. •Early retirement eligibility under the ARP also provides eligibility under the SRIP. •SRIP benefits are unfunded and paid from Allstate’s general assets.
Credited Service
Credited Service •No named executive receives additional credited service beyond actual service with Allstate or its predecessors. •Mr. Wilson has 32.8 years of combined service with Allstate and Sears, Roebuck and Co., and a portion of his benefit will be paid from the Sears pension plan. •Consistent with treatment for other employees with Sears service at the time of the 1995 spin‑off: •Mr. Wilson’s final average pay benefits under the ARP and SRIP are calculated as if all combined Sears‑Allstate service had been with Allstate through December 31, 2013. •The resulting benefits are reduced by amounts earned under the Sears plan.
Eligible Compensation
Eligible Compensation •Under the ARP and SRIP, eligible compensation includes base salary, annual cash incentive awards, and select other forms of compensation permitted under the plans. •Compensation excludes long‑term cash incentive awards and compensation associated with equity awards. •Compensation recognized under the ARP is subject to IRS limitations. •For final average pay participants, average annual compensation reflects the highest five consecutive calendar years within the ten‑year period ending December 31, 2013.
Payment Options
Payment Options •The ARP provides lump‑sum, straight life annuity, and joint and survivor annuity payment options. •Lump‑sum values for final average pay benefits are calculated using interest rates and mortality assumptions prescribed under the Internal Revenue Code. •Cash balance benefits are generally payable as a lump sum equal to the participant’s hypothetical account balance. •SRIP benefits are paid solely as a lump sum using the same interest and mortality assumptions as the ARP.
Timing of Payments
Timing of Payments •Participants vest in ARP and SRIP normal retirement benefits after three years of service or upon reaching age 65, whichever occurs first. •Final average pay benefits are payable at age 65, with reduced early retirement benefits available beginning at age 55 for participants with at least 20 years of vesting service. •Participants with cash balance benefits and at least three years of vesting service receive a lump‑sum distribution equal to their account balance upon termination. •The following SRIP payment dates assume a retirement or termination date of December 31, 2025: •Mr. Wilson’s SRIP benefits earned prior to 2005 would become payable as early as January 1, 2026. Benefits earned after 2004 would be paid on July 1, 2026, or following death. •Messrs. Rizzo’s, Dugenske’s and Jeevanjee’s SRIP benefits would be paid on July 1, 2026, or following death. As noted above, Mr. Rizzo is eligible for early retirement benefits (subject to actuarial reductions). •Mr. Merten’s SRIP benefits would be paid on January 1, 2030, or following death. •Ms. Carter’s SRIP benefits would be $0 as she has not fulfilled the service requirements as of December 31, 2025.
Timing of Payments
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Timing of Payments
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Timing of Payments
Non-Qualified Deferred Compensation at Fiscal Year-end 2025 The following table summarizes the non-qualified deferred compensation contributions, earnings and account balances of our named executives in 2025. All amounts relate to The Allstate Corporation Deferred Compensation Plan.
Timing of Payments
| Name | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(2) | | Mr. Wilson | 0 | 0 | 315,669 | 0 | 2,363,216 | | Mr. Dugenske | 0 | 0 | 0 | 0 | 0 | | Mr. Merten | 0 | 0 | 0 | 0 | 0 | | Mr. Rizzo | 1,628,903 | 0 | 604,502 | 0 | 6,488,950 | | Ms. Carter | 0 | 0 | 0 | 0 | 0 | | Mr. Jeevanjee | 0 | 0 | 0 | 0 | 0 |
Timing of Payments
(1)For Mr. Rizzo, Executive Contributions for fiscal year 2025 are reported in the “Salary” column for 2025 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 ($350,000 in 2025), 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 2025 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 so 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.
Timing of Payments
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Timing of Payments
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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 2025 equity incentive awards. Relevant prior practices are described in the footnotes.
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 base 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 awards are forfeited, and vested awards expire at the earlier of three months after termination or normal expiration date | Awards granted more than 12 months before, and pro rata portion of award granted within 12 months of retirement, continue to vest. Awards granted in 2025 and later expire at normal expiration date(7) | Awards vest upon qualifying termination after a CIC | Awards vest immediately and expire at earlier of two years after termination or normal expiration date | Awards vest immediately and expire at earlier of two years after termination or normal expiration date | | 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 |
Timing of Payments
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Timing of Payments
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Timing of Payments
| | Termination Scenarios | | | | | | Compensation Elements | Termination(1) | Retirement | Termination due to Change in Control(2) | Death | Disability | | 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(6) | Awards vest based on performance upon a qualifying termination after a CIC(7) | Awards vest and are payable immediately(8) | Awards vest and are payable immediately(8) | | Non-Qualified Pension Benefits(9) | 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 | | Deferred Compensation(10) | 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(11) | None | Pre-age 65 Supplemental Long Term Disability benefits if enrolled in basic long-term disability plan |
Timing of Payments
(1)Includes both voluntary and involuntary termination other than due to retirement, change in control, death or disability, which are addressed in separate columns. Examples of an 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. In the event a recipient involuntarily terminates without cause or due to a reduction in force, stock options granted in 2025 and later expire upon the earlier of normal expiration and 15 months after termination. In such instances stock options, restricted stock and performance share units are also pro-rated based on time worked over the remaining vesting period, subject to the named executive’s execution of a general release of claims in favor of the company. (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. A qualifying termination of employment is any termination of the named executive’s employment by the employer, other than for cause, death or disability. 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 company’s Change in Control Severance 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 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.
Timing of Payments
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Timing of Payments
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Timing of Payments
(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. Named executives who receive an equity award 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. (6)Retirement definitions and treatment for purposes of stock options, restricted stock units and performance stock awards are as follows:
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 granted prior to 2025 expire at the earlier of five years from the date of retirement or the expiration date of the option. Vested stock options granted in 2025 or later expire upon the expiration date of the option. |
Timing of Payments
(7)The committee will determine the number of PSAs that continue to vest based on actual performance up to the change in control. (8)For open performance cycles, the payout is based on the target number of PSAs. (9)See the Retirement Benefits section for further detail on non-qualified pension benefits and timing of payments. (10)See the Non-Qualified Deferred Compensation at Fiscal Year-end 2025 section for additional information on the Deferred Compensation Plan and distribution options available. (11)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.
Timing of Payments
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Timing of Payments
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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, 2025 employment termination date and equity awards are calculated using $208.15, the closing fair market value of our common stock on the last trading day of the fiscal year ending December 31, 2025.
Timing of Payments
| Name | Severance ($) | 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 | 5,597,235 | 9,192,467 | 42,256,115 | 0 | 57,045,817 | | Termination due to Change in Control(4) | 11,800,000(5) | 4,400,342 | 9,460,400 | 43,980,638 | 55,622(6) | 69,697,002 | | Death | 0 | 5,597,235 | 9,460,400 | 43,980,638 | 0 | 59,038,273 | | Disability | 0 | 5,597,235 | 9,460,400 | 43,980,638 | 0 | 59,038,273 | | Mr. Dugenske | | | | | | | | Termination due to Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | | Termination due to Change in Control(4) | 5,400,000(5) | 1,791,781 | 1,700,889 | 11,211,375 | 63,175(6) | 20,167,220 | | Death | 0 | 2,679,145 | 1,700,889 | 11,211,375 | 0 | 15,591,409 | | Disability | 0 | 2,679,145 | 1,700,889 | 11,211,375 | 10,675,639(7) | 26,267,048 | | Mr. Merten | | | | | | | | Termination due to Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | | Termination due to Change in Control(4) | 5,526,000(5) | 1,781,918 | 1,554,731 | 9,787,629 | 63,175(6) | 18,713,453 | | Death | 0 | 2,266,599 | 1,554,731 | 9,787,629 | 0 | 13,608,959 | | Disability | 0 | 2,266,599 | 1,554,731 | 9,787,629 | 20,920,292(7) | 34,529,251 | | Mr. Rizzo | | | | | | | | Termination due to Retirement(3) | 0 | 2,200,000 | 1,820,670 | 10,990,944 | 0 | 15,011,614 | | Termination due to Change in Control(4) | 6,308,000(5) | 2,103,973 | 1,863,253 | 11,496,541 | 55,572(6) | 21,827,339 | | Death | 0 | 2,200,000 | 1,863,253 | 11,496,541 | 0 | 15,559,794 | | Disability | 0 | 2,200,000 | 1,863,253 | 11,496,541 | 0 | 15,559,794 | | Ms. Carter | | | | | | | | Termination due to Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | | Termination due to Change in Control(4) | 3,150,000(5) | 560,959 | 6,226 | 3,258,796 | 48,889 | 7,024,870 | | Death | 0 | 800,000 | 6,226 | 3,258,796 | 0 | 4,065,022 | | Disability | 0 | 800,000 | 6,226 | 3,258,796 | 2,277,363(7) | 6,342,385 | | Mr. Jeevanjee | | | | | | | | Termination due to Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | | Termination due to Change in Control(4) | 2,880,000(5) | 791,781 | 786,286 | 6,296,329 | 63,160(6) | 10,817,556 | | Death | 0 | 1,200,000 | 786,286 | 6,296,329 | 0 | 8,282,615 | | Disability | 0 | 1,200,000 | 786,286 | 6,296,329 | 0 | 8,282,615 |
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.
Timing of Payments
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Timing of Payments
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Timing of Payments
(2)The 2025 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 in accordance with the Change in Control Severance Plan. (3)As of December 31, 2025, 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 (as defined in the applicable plan documents) occurred on December 31, 2025. PSAs are paid out based on actual performance; for purposes of this table, the 2023-2025 cycle is shown at 157.4% of target and the 2024-2026 and 2025-2025 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 2025 Table and footnote 2 to the Pension Benefits Table in the Retirement Benefits section for details regarding the applicable amounts for each named executive. (5)Represents two times the sum of base salary and target annual incentive in accordance with the Company’s Change in Control Severance Plan. (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 $7,500, which is the maximum monthly benefit payment that can be received under the basic plan. The amount reflected assumes the named executive remains totally disabled until age 65 and represents the present value of the monthly benefit payable until age 65.
Performance Stock Award Performance Measures for the 2025-2027 Performance Cycle
| | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On:(3) | | Net Income ($ in millions)(4) | | | Year | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) | | Performance Net Income ($ in millions)(5) | | 2025 | $22,920,898 | $45,082,152 | $6,533,544 | $8,924,091 | $214 | $214 | $10,165 | $8,634 | | 2024 | $26,744,295 | $57,020,722 | $7,595,989 | $13,148,908 | $194 | $200 | $4,550 | $5,213 | | 2023 | $16,487,957 | $8,025,133 | $4,477,500 | $2,968,301 | $138 | $158 | $(316) | $1,122 | | 2022 | $15,005,001 | $30,035,131 | $3,498,306 | $4,852,665 | $130 | $149 | $(1,416) | $(426) | | 2021 | $19,066,920 | $27,585,626 | $5,548,209 | $7,666,840 | $110 | $131 | $1,485 | $3,689 |
Performance Stock Award Performance Measures for the 2025-2027 Performance Cycle
| Compensation Actually Paid Component | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | PEO | Non-PEO | | Summary Compensation Table (SCT) Total | $22,920,898 | $6,533,544 | $26,744,295 | $7,595,989 | $16,487,957 | $4,477,500 | $15,005,001 | $3,498,306 | $19,066,920 | $5,548,209 | | Deduction: SCT aggregate change in actuarial present value of accumulated pension benefits | $— | $(179,976) | $(596,827) | $(89,894) | $— | $(119,512) | $— | $(51,781) | $(697,929) | $(65,931) | | Deduction: SCT Aggregate Grant Date Fair Value of Stock Awards | $(10,886,400) | $(3,058,455) | $(11,899,608) | $(2,930,250) | $(7,883,165) | $(1,973,067) | $(6,868,175) | $(1,523,242) | $(6,335,804) | $(1,617,742) | | Deduction: SCT Aggregate Grant Date Fair Value of Option Awards | $(4,530,227) | $(515,079) | $(4,736,259) | $(692,682) | $(4,986,008) | $(1,010,746) | $(4,293,494) | $(871,876) | $(4,304,994) | $(1,099,217) | | Addition: Pension Service Cost | $234,965 | $47,996 | $119,162 | $46,330 | $161,803 | $50,465 | $235,050 | $46,723 | $238,310 | $62,348 | | 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 | $1,800,213 | $105,750 | $3,988,836 | $636,475 | $(2,085,752) | $(344,544) | $3,039,030 | $521,581 | $(454,767) | $(110,761) | | 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 | $10,668,119 | $1,391,941 | $20,074,587 | $3,659,065 | $(7,028,704) | $(1,309,355) | $7,695,232 | $1,338,444 | $6,922,985 | $1,592,057 | | 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 | $24,874,584 | $4,598,371 | $23,326,536 | $4,923,875 | $13,359,001 | $3,197,559 | $15,222,487 | $2,083,563 | $13,150,905 | $3,357,877 | | 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 | $45,082,152 | $8,924,091 | $57,020,722 | $13,148,908 | $8,025,133 | $2,968,301 | $30,035,131 | $4,852,665 | $27,585,626 | $7,666,840 |