DEF 14A of Equitable Holdings, Inc., Apr 9, 2024

DEF 14A of Equitable Holdings, Inc.

Filed Apr 9, 2024 · FY20230001193125-24-090876

Open on EDGAR

  1. Corporate Governance Highlights

    Corporate Governance Highlights We regularly review our governance strategy and profile to ensure that it reflects the evolving governance landscape and appropriately serves the best interests of the Company and our stockholders. In 2023, the Board amended the Corporate Governance Guidelines to reduce the number of permitted total public company board appointments for non-executive Directors from five to four (for the avoidance of doubt, a public company for purposes of the Guidelines is a company with publicly traded equity and any controlled subsidiaries are not counted separately). In April 2024, the Company published its annual ESG Report. The report, which includes Scope 1, 2, and now also Scope 3 (category 6) greenhouse gas emissions data, was published and made available via the ESG Data Center website. Our corporate governance profile includes:

  2. Corporate Governance Highlights

    | Shareholder Rights | | ✓ Single class of voting shares | | ✓ Annual election of all directors by majority vote with director resignation requirement | | ✓ No supermajority voting thresholds | | ✓ No “poison pill” | | Board and Committee Practices | | ✓ Majority independent Board of Directors | | ✓ Independent Chair | | ✓ Independent Audit, Compensation and Talent, Nominating and Corporate Governance, and Finance and Risk committees | | ✓ Annual Board and committee performance evaluations | | ✓ Regular engagement with holders representing a significant number of shares outstanding | | ✓ Director mandatory retirement policy (age 75) | | ✓ Director over-boarding policy (no more than four public company boards for non-executive Directors) | | ESG | | ✓ Our ESG Data Center includes ESG information aligned with the Sustainability Accounting Standards Board (“SASB”) standards and Taskforce on Climate-related Financial Disclosures (“TCFD”) recommendations |

  3. Corporate Governance Highlights

    | 8 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  4. 2023 Executive Compensation Highlights

    2023 Executive Compensation Highlights The overriding goal of the EQH Compensation Program continued to be to attract, retain and motivate top performing executives dedicated to our long-term financial and operational success. 2023 highlights include: No material changes to overall program design. Given the 96.5% level of support received from stockholders in 2023 for our existing program, as well as to ensure consistency in our practices, we did not make any material changes to the EQH Compensation Program design for 2023; however, we did make certain modifications to our STIC Program, described directly below. Our compensation program consists of a carefully chosen mix of fixed and at-risk components intended to reward long-term value creation, ensure alignment with our long-term financial success and facilitate the attraction, motivation and retention of top talent, as shown under “Program Components.” Added Free Cash Flow as a metric to our Short-Term Incentive Compensation Program (“STIC Program”) and Widened the Minimum and Maximum Payout Ranges for Non-GAAP Operating Earnings and Value of New Business (“VNB”). Our STIC Program drives short-term (one-year) performance for participants in the EQH Compensation Program. The current program was established in 2018 and is reviewed on an annual basis to ensure the program design is effective and in line with current public company market standards. Free Cash Flow was added to the 2023 STIC Program so that the 2023 STIC Program would include a link to longer-term sustainable earnings growth, intended to hold management accountable for the metrics we communicate to both investors and the market as the most important to the Company. The Free Cash Flow performance metric was added with a metric weighting of 25%; the metric weighting for Non-GAAP Operating Earnings was reduced to 25% (previously 50%), and the metric weightings for both VNB (25%) and Strategic Initiatives (25%) remained unchanged, such that each of the four 2023 STIC Program metrics are weighted at 25% each. We also widened the minimum and maximum thresholds for payout to be +/- 25% from target for both Non-GAAP Operating Earnings (previously +/- 20%) and VNB (previously +/- 15%) to reflect sensitivities to markets which are outside of management control and to better align with peer practices. For more information on the new Free Cash Flow metric, see page 32 under “Performance Objectives.” Continued focus on pay for performance. The total direct compensation for participants in the EQH Compensation Program continued to align with our pay-for-performance culture in 2023. A substantial majority of a participant’s compensation is contingent on Company performance as well as an assessment of the participant’s overall contribution to that success. Total direct compensation consisted of a mix of fixed (base salary) and variable (annual cash incentive and equity-based awards) components as shown in “2023 Total Direct Compensation.” Continued balance of equity vehicles with expansion of the Total Shareholder Return (“TSR”) peer group for 2023. As in prior years, 2023 annual equity grants consisted of Performance Shares based on TSR (60%) and time-based Restricted Stock Units (“RSUs”) (40%). The TSR peer group was updated for the 2023 grants to reflect the addition of one new peer company, Jackson Financial, Inc.

  5. Important Information Regarding the Meeting Location

    Important Information Regarding the Meeting Location The Annual Meeting scheduled for May 22, 2024, at 8:00 am EDT will be held by means of remote communication. To attend and participate in the Virtual Annual Meeting, stockholders will need to access the live audio webcast of the meeting. To do so, stockholders of record will need to visit www.virtualshareholdermeeting.com/EQH2024 and use their 16-digit control number provided in the Notice to log in to this website, and beneficial owners of shares held in street name will need to follow the instructions provided by the broker, bank or other nominee that holds their shares. We encourage stockholders to log in to this website and access the webcast before the Virtual Annual Meeting’s start time. This website will also have further instructions on how to attend, participate in and vote at the Virtual Annual Meeting.

  6. Important Information Regarding the Meeting Location

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 9 |

  7. Important Information Regarding the Meeting Location

    The Board proposes that the following nine nominees be elected at the Annual Meeting, each of whom will hold office until the 2025 Annual Meeting or until their successors are elected or have been qualified: Joan Lamm-Tennant (Chair), Francis A. Hondal, Arlene Isaacs-Lowe, Daniel G. Kaye, Craig MacKay, Mark Pearson, Bertram L. Scott, George Stansfield and Charles G.T. Stonehill. Each of the nominees is currently a director of the Company, and each has consented to being named in this Proxy Statement and agreed to service if elected. The Board believes that each of these nominees continues to have the necessary skills and experience to effectively oversee our business. A biography of each director nominee and a description of each director’s skills and qualifications follow this proposal.

  8. Important Information Regarding the Meeting Location

    | | The Board recommends that you vote FOR the election of each of Joan Lamm-Tennant, Francis A. Hondal, Arlene Isaacs-Lowe, Daniel G. Kaye, Craig MacKay, Mark Pearson, Bertram L. Scott, George Stansfield and Charles G.T. Stonehill. |

  9. Important Information Regarding the Meeting Location

    Unless otherwise instructed, the proxyholders will vote proxies FOR the nominees of the Board. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. However, if any of the Board’s nominees should become unable for any reason or unwilling for good cause to serve as a director at any point before the Annual Meeting or any adjournment or postponement of the meeting, the Board may reduce the size of the Board or nominate another candidate for election as a director. If the Board nominates a new candidate, the proxyholders will use their discretion to vote for that candidate.

  10. Nominees for Election as Directors for a Term Expiring in 2025

    Nominees for Election as Directors for a Term Expiring in 2025

  11. Nominees for Election as Directors for a Term Expiring in 2025

    | Joan Lamm-Tennant, Independent Chair of the Board of Directors | | | Director since: 2020 Age: 71 Committees Executive (Chair) | Professional Experience: Ms. Lamm-Tennant has been a director since January 2020 and Independent Chair of the Board since October 2021. Ms. Lamm-Tennant founded Blue Marble Microinsurance and served as its CEO from 2015 to 2020. She was also previously Adjunct Professor, International Business at The Wharton School of the University of Pennsylvania from 2006 to 2015, and a Professor of Finance at Villanova University from 1989 to 2000. Ms. Lamm-Tennant has served in a series of senior leadership positions in the insurance industry during her career, including as Head of Enterprise Risk Management and Advisor to the Chief Risk Officer at Marsh & McLennan Companies, Inc., Global Chief Economist and Risk Strategist at Guy Carpenter, and President of a Risk and Capital Advisory unit advising global clients of General Reinsurance. Ms. Lamm-Tennant also serves on the Boards of Directors of Ambac Financial Group, Inc. (NYSE: AMBC) and Element Fleet Management Corp (TSX: EFN). Skills and Qualifications: Significant insurance industry, fintech, finance and management expertise, as well as academic experience, having held global business leadership roles and having had a distinguished career as a professor of finance and economics; expertise as an audit committee financial expert; experience as a director of other public companies. Other Equitable Holdings Franchise Directorships: Equitable Financial (2020-), Equitable America (2020-), AllianceBernstein Corporation (2021-) |

  12. Nominees for Election as Directors for a Term Expiring in 2025

    | 10 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  13. Nominees for Election as Directors for a Term Expiring in 2025

    | Francis A. Hondal, Independent Director | | | Director since: 2020 Age: 59 Committees Compensation and Talent Finance and Risk | Professional Experience: Ms. Hondal joined the Board in September 2020. Until December 31, 2022 she held the position of Executive Advisor and member of the management committee of Mastercard Inc., and previously served in a variety of senior leadership positions having first joined Mastercard in 2011, including as President, Loyalty and Engagement (2018 to 2022); Executive Vice President of Loyalty, Marketing and Digital Services (2017); Executive Vice President, Global Credit and Global Loyalty Solutions (2015 to 2017); and Group Executive, Global Products and Solutions, Latin America and Caribbean (2011 to 2015). Previously, she was the Founder of Increventi Corp., an international business development and marketing consultancy, and enjoyed a 17-year career at American Express where she held various senior level regional and global general management roles within Consumer Products, Insurance and Finance. She began her professional career at Barnett Bank of Florida, as a Corporate Banking Officer, specializing in business development across various industries. Ms. Hondal joined the Board of Directors of Bath & Body Works, Inc. (NYSE: BBWI) (f/k/a L Brands, Inc.) in March 2021. Skills and Qualifications: Expertise in consumer financial products, customer experiences; finance, marketing, and international and general management; extensive senior leadership experience in the financial services industry. Other Equitable Holdings Franchise Directorships: Equitable Financial (2020-), Equitable America (2020-) |

  14. Nominees for Election as Directors for a Term Expiring in 2025

    | Arlene Isaacs-Lowe, Independent Director | | | Director since: 2022 Age: 64 Committees Audit Compensation and Talent Nominating and Corporate Governance | Professional Experience: Ms. Isaacs-Lowe has been a director since July 2022. She joined the Board after having spent almost four decades as a respected global leader in driving growth and profitability for major firms throughout the financial services sector. During her nearly 25-year career at Moody’s, Ms. Isaacs-Lowe most recently served as Special Advisor to the Executive Leadership Team (2021-2022), having previously served as Global Head of Corporate and Social Responsibility and as President of The Moody’s Foundation (2017-2021). She also led business development and client relationship management efforts for Moody’s Investors Service Commercial operations teams across Europe, the Middle East and Africa and for Moody’s Financial Institutions, Real Estate, Public, and Project and Infrastructure Finance franchises in the U.S. Prior to joining Moody’s, Ms. Isaacs-Lowe served as CFO of Equinox Realty Advisors, a boutique real estate investment advisory firm and was a portfolio manager for MetLife Realty Group. Ms. Isaacs-Lowe brings to the Board her knowledge of investment management, capital markets and expertise in enterprise risk management, building multi-disciplinary teams and integrating environmental, social and governance strategies that drive long-term value. She currently serves as a director of Xenia Hotels & Resorts, Inc. (NYSE: XHR) and Compass Group PLC (LSE: CPG). Skills and Qualifications: Expertise as an audit committee financial expert. Extensive senior leadership experience in the financial services industry honed over a nearly 40-year career. Other Equitable Holdings Franchise Directorships: Equitable Financial (2022-), Equitable America (2022-) |

  15. Nominees for Election as Directors for a Term Expiring in 2025

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 11 |

  16. Nominees for Election as Directors for a Term Expiring in 2025

    | Daniel G. Kaye, Independent Director | | | Director since: 2018 Age: 69 Committees Audit (Chair) Nominating and Corporate Governance (Chair) Finance and Risk | Professional Experience: Mr. Kaye has been a director since 2018. From 2013 to 2014, Mr. Kaye served as Interim Chief Financial Officer and Treasurer of HealthEast Care System (“HealthEast”). Prior to joining HealthEast, Mr. Kaye spent 35 years with Ernst & Young LLP (“Ernst & Young”) from which he retired in 2012. Throughout his time at Ernst & Young, where he was an audit partner for 25 years primarily serving the financial services industry, Mr. Kaye enjoyed a track record of increasing leadership and responsibilities, including serving as the New England Managing Partner and the Midwest Managing Partner of Assurance. Since 2019, Mr. Kaye has been a director of CME Group, Inc. (NASDAQ: CME). Skills and Qualifications: Certified Public Accountant and National Association of Corporate Directors (NACD) Board Leadership Fellow; expertise as an audit committee financial expert; extensive financial services and insurance industry experience; extensive knowledge and experience in accounting, auditing and financial matters developed through leadership roles at Ernst & Young and HealthEast and as a director of Holdings, and CME. Other Equitable Holdings Franchise Directorships: Equitable Financial (2015-), Equitable America (2015-), AllianceBernstein Corporation (2017-) |

  17. Nominees for Election as Directors for a Term Expiring in 2025

    | Craig MacKay, Independent Director | | | Director since: 2022 Age: 61 Committees Audit Finance and Risk | Professional Experience: Mr. MacKay has been a director since June 2022. His extensive experience in private finance and governance spans over three decades, including dozens of acquisition financings, leveraged recapitalizations and refinancings across a broad spectrum of industries including financial services, business services, retail and technology. Mr. MacKay is currently a Senior Advisor at England & Company LLC, an independent investment bank where he previously served as a Partner from 2012 until his retirement in 2022. Mr. MacKay also serves as Interim President & CEO of Carver Bancorp, Inc. (“Carver”) (NASDAQ: CARV) one of the largest African American-operated banks in the United States.(6) Mr. MacKay previously headed the Private Finance and High Yield Capital Markets Origination Groups at SunTrust Robinson Humphrey. He was also the founder and managing member of HNY Associates, LLC, an investment banking boutique. Mr. MacKay began his professional experience at Bankers Trust Company and holds degrees from The Wharton School at The University of Pennsylvania (BS, MBA). Mr. MacKay brings to the Board a passion for the industry and a proven track record of delivering sustained value within financial services. He has key leadership and governance experience, including as a Board Director for Carver. Mr. MacKay also serves as an independent Trustee of the Pioneer Funds, the U.S. funds managed by Amundi Asset Management US, Inc. Skills and Qualifications: Expertise as an audit committee financial expert; extensive finance, investment, and management expertise; fintech/consumer, risk management, senior executive, corporate governance and talent development experience as well as experience as a director of other public reporting companies. Other Equitable Holdings Franchise Directorships: Equitable Financial (2022-), Equitable America (2022-) |

  18. Nominees for Election as Directors for a Term Expiring in 2025

    | (6) Mr. MacKay was appointed Interim President & CEO of Carver, effective October 1, 2023. In connection with Mr. MacKay’s appointment, Carver entered into an employment agreement (the “Agreement”) with Mr. MacKay. Pursuant to the terms of the Agreement, effective April 1, 2024, Mr. MacKay’s employment is month-to-month. Mr. MacKay’s employment will terminate on the earlier of the appointment of a permanent President & CEO of Carver or the provision of a written notice by either party to the Agreement establishing an expiration date. A national search is being conducted by a major search firm to find a permanent President & CEO to lead Carver. |

  19. Nominees for Election as Directors for a Term Expiring in 2025

    | 12 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  20. Nominees for Election as Directors for a Term Expiring in 2025

    | Mark Pearson | | | Director since: 2011 Age: 65 Committees: Executive | Professional Experience: Mr. Pearson has been a director and served as our President and Chief Executive Officer since 2011. From 2008 to 2011, he was the President and CEO of AXA Japan Holding Co. Ltd. (“AXA Japan”). Mr. Pearson joined AXA in 1995 with the acquisition of National Mutual Holdings and was appointed Regional Chief Executive of AXA Asia Life in 2001. Before joining AXA, Mr. Pearson spent approximately 20 years in the insurance sector, assuming several senior manager positions at Hill Samuel, Schroders, National Mutual Holdings and Friends Provident. Mr. Pearson is a Fellow of the Chartered Association of Certified Accountants. Mr. Pearson also serves as CEO and a director of Equitable Financial and Equitable America and has been a director of AllianceBernstein Corporation since 2011. Skills and Qualifications: Diverse financial services experience developed through service as an executive, including as President and CEO of Holdings and CEO of AXA Japan and other AXA affiliates; extensive global insurance industry experience. Other Equitable Holdings Franchise Directorships: Equitable Financial (2011-), Equitable America (2011-), AllianceBernstein Corporation (2011-) |

  21. Nominees for Election as Directors for a Term Expiring in 2025

    | Bertram L. Scott, Independent Director | | | Director since: 2019 Age: 73 Committees: Compensation and Talent (Chair) Nominating and Corporate Governance | Professional Experience: Mr. Scott has been a director since 2019. Mr. Scott previously served as Senior Vice President of population health of Novant Health, Inc. from 2015 to 2019, and prior to that as President and Chief Executive Officer of Affinity Health Plan; as President, U.S. Commercial of CIGNA Corporation; as Executive Vice President, Chief Institutional Development and Sales Officer of TIAA-CREF; and as President and Chief Executive Officer of TIAA-CREF Life Insurance Company. Mr. Scott is currently Lead Director of the Board of Directors of Becton, Dickinson and Company (NYSE: BDX), and a member of the Boards of Lowe’s Companies, Inc. (NYSE: LOW) and Dollar Tree, Inc. (Nasdaq: DLTR). Skills and Qualifications: Expertise as an audit committee financial expert and strong strategic and operational expertise acquired through the variety of executive roles, including insurance industry and financial services experience; experience as a director of public companies. Other Equitable Holdings Franchise Directorships: Equitable Financial (2012-18, 2019-), Equitable America (2019-) |

  22. Nominees for Election as Directors for a Term Expiring in 2025

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 13 |

  23. Nominees for Election as Directors for a Term Expiring in 2025

    | George Stansfield, Independent Director | | | Director since: 2017 Age: 64 Committees: None | Professional Experience: Mr. Stansfield has been a director since 2017. Mr. Stansfield has been Deputy Chief Executive Officer (Directeur Général Adjoint) of AXA since 2017, and since 2016, he has been Group General Secretary and a member of AXA’s Management Committee. Previously, he served as AXA’s Head of Group Human Resources and Group General Counsel. Mr. Stansfield holds various directorships within AXA, including as Chairman of AXA France, Chair of the Supervisory Board of AXA Liabilities Managers (France) and GIE AXA (France), member of the Advisory Council of AXA Venture Partners (France) and director or Management Committee member of AXA ASIA (France) and AXA Life Insurance Co Ltd. (Japan). Skills and Qualifications: Extensive experience and knowledge and key leadership skills developed through service as an executive, including experience as AXA’s Group General Secretary and Head of Group Human Resources and perspective as a member of AXA’s Management Committee. Other Equitable Holdings Franchise Directorships: Equitable Financial (2017-), Equitable America (2017-) |

  24. Nominees for Election as Directors for a Term Expiring in 2025

    | Charles G.T. Stonehill, Independent Director | | | Director since: 2018 Age: 66 Committees: Finance and Risk (Chair) | Professional Experience: Mr. Stonehill has been a director since 2018. Mr. Stonehill is currently Founding Partner of Green & Blue Advisors LLC, a position he has held since 2011. During his extensive financial services career, Mr. Stonehill has held senior leadership positions with Lazard Frères & Co., LLC, Credit Suisse First Boston, Morgan Stanley & Co. and JPMorgan. Mr. Stonehill previously served as a director of Julius Baer Group Ltd. and Bank Julius Baer & Co. Ltd. Mr. Stonehill currently serves as a member of the Supervisory Board of Deutsche Börse AG (OTCMKTS: DBOEY) and as a member of the Board of Strangeworks Inc., a private technology company. Skills and Qualifications: Expertise and distinguished track record of success in the financial services industry and over 40 years’ experience in energy markets, investment banking and capital markets; experience as a director of other public companies. Other Equitable Holdings Franchise Directorships: Equitable Financial (2017-), Equitable America (2017-18, 2019-), AllianceBernstein Corporation (2019-) |

  25. Nominees for Election as Directors for a Term Expiring in 2025

    | 14 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  26. Nominees for Election as Directors for a Term Expiring in 2025

    The Audit Committee is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm (“independent auditor”) and annually evaluates the independent auditor’s qualifications, performance and independence. The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for the fiscal year ending December 31, 2024. PwC has served as the independent auditor for the Company since 1993. PwC’s background knowledge of the Company, combined with its industry expertise, has enabled it to carry out its audits of our financial statements and the effectiveness of our internal controls over financial reporting with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of PwC as our independent auditor is in the best interest of Holdings and its stockholders. In determining whether to reappoint PwC, the Audit Committee considered factors such as:

  27. Nominees for Election as Directors for a Term Expiring in 2025

    | • | PwC’s independence and objectivity; |

  28. Nominees for Election as Directors for a Term Expiring in 2025

    | • | PwC’s and the lead engagement partner’s capability and expertise in handling the breadth and complexity of our operations; |

  29. Nominees for Election as Directors for a Term Expiring in 2025

    | • | PwC’s tenure as independent auditor for the Company and institutional knowledge of our business and operations, accounting policies and financial systems, and internal control framework; |

  30. Nominees for Election as Directors for a Term Expiring in 2025

    | • | historical and recent performance of PwC, including the extent and quality of communications with members of the Audit Committee; and |

  31. Nominees for Election as Directors for a Term Expiring in 2025

    | • | the impact of a change in the independent auditor. |

  32. Nominees for Election as Directors for a Term Expiring in 2025

    The Audit Committee is involved in the selection of PwC’s lead engagement partner and ensures that the lead partner’s engagement is limited to no more than five consecutive years of service (in accordance with SEC rules). The current lead engagement partner commencing with the start of the audit of the 2023 financial statements was selected in 2021 following a process which allowed for the consideration of multiple candidates. The lead engagement partner is eligible to serve in this capacity through the completion of the audit of the 2027 financial statements. We request that our stockholders ratify the appointment of PwC as our independent auditor for fiscal year 2024. If the stockholders do not ratify such appointment, the Audit Committee will take note and may reconsider its retention of PwC. If such appointment is ratified, the Audit Committee will still have the discretion to replace PwC at any time during the year. Representatives of PwC are expected to be present at the Annual Meeting and will have the opportunity to make a statement. They will also be available to respond to questions from stockholders regarding their audit of our consolidated financial statements for fiscal year 2023.

  33. Nominees for Election as Directors for a Term Expiring in 2025

    | | The Board recommends that stockholders vote FOR the ratification of the appointment of PwC as our independent registered public accounting firm for fiscal year 2024. |

  34. Nominees for Election as Directors for a Term Expiring in 2025

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 15 |

  35. Compensation Peer Group

    Compensation Peer Group We view a well-constructed peer group as a key part of a sound benchmarking process, but only a starting point since judgment is critical during both the benchmarking and compensation decision-making processes. Accordingly, the Compensation and Talent Committee used compensation data from the Compensation Peer Group listed below to help inform – but not determine – decisions related to the 2023 base salaries and targets of the EQH Program Participants.

  36. Compensation Peer Group

    | Compensation Peer Group | | | The Allstate Corporation Ameriprise Financial, Inc. Brighthouse Financial, Inc. Lincoln National Corporation Manulife Financial Corporation | Principal Financial Group, Inc. Prudential Financial, Inc. Sun Life Financial, Inc. Unum Group Voya Financial, Inc. |

  37. Compensation Peer Group

    The Compensation Peer Group was originally established based on objective factors such as industry, geography and assets, management’s view of our competitors for talent and business and a review of the peer groups used by others in our sector. The Compensation and Talent Committee reviews the Compensation Peer Group in September of each year. During its September 2022 review, the Compensation and Talent Committee made no changes to the Compensation Peer Group.

  38. Compensation Peer Group

    | 28 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  39. Competitive Compensation Analysis

    Competitive Compensation Analysis In November 2022, Pay Governance presented the Compensation and Talent Committee with a competitive compensation analysis for each of the EQH Program Participants (the “Pay Governance Compensation Analysis”). The Pay Governance Compensation Analysis was undertaken in accordance with our target pay philosophy:

  40. Competitive Compensation Analysis

    | Target Pay Philosophy | | To provide competitive compensation opportunities by setting total target direct compensation for executive positions at the median for total compensation with respect to the pay for comparable positions at our peer companies, taking into account certain individual factors such as the specific characteristics and responsibilities of a particular executive’s position as compared to similarly situated executives at our peer companies. |

  41. Competitive Compensation Analysis

    Consistent with our target pay philosophy, the base salaries, annual cash incentive awards and equity-based awards of our executives are generally targeted at the median with respect to those of comparable positions at our peers, unless individual factors require otherwise. For example, an executive’s experience and tenure may warrant a lower initial amount with an adjustment to the median over time, while another executive’s targets may be higher than median in recognition of more extensive experience in role. Base salaries and cash incentive and equity-based award targets are reviewed each year. The Pay Governance Compensation Analysis focused on the components of direct compensation.

  42. Competitive Compensation Analysis

    | • | For the President and Chief Executive Officer position, Pay Governance used competitive reference point data for assessing Chief Executive Officer compensation, analyzing data from the EQH compensation peer group that was approved by the Compensation and Talent Committee and comprises life and financial services companies with median assets similar to that of EQH. |

  43. Competitive Compensation Analysis

    | • | For the Chief Financial Officer position, the analysis included a review of a market reference point in addition to the review of the Compensation Peer Group to provide a broad perspective of the market and ensure a more comprehensive view of practices both within and outside our more direct comparators. The market reference point included a broader group of diverse financial services companies with assets of $50 billion or more and was used when reviewing compensation for his position since the likely talent market is broader than the life insurance sector. |

  44. Competitive Compensation Analysis

    | • | The Chief Operating Officer position was not benchmarked due to the unique nature of Mr. Hurd’s job responsibilities, combined with the fact that his responsibilities did not align with standard benchmarks available. Rather, Mr. Hurd’s compensation was reviewed from an internal equity standpoint. |

  45. Competitive Compensation Analysis

    | • | For the Head of Retirement, Wealth Management and Protection Solutions, Pay Governance used competitive compensation information from an expanded peer set comprised of a broader group of publicly traded life companies. |

  46. Competitive Compensation Analysis

    Pay Governance measured and compared actual pay levels not only on a total direct compensation basis but also by component to review and compare specific compensation elements as well as the particular mix of fixed versus variable, short-term versus long-term and cash versus equity-based compensation at the peer companies.

  47. Competitive Compensation Analysis

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 29 |

  48. Compensation Components

    | Total Direct Compensation | | | Base Salary | What is it? Fixed compensation for services. What is the purpose of it? For executives, base salary is intended to provide a fair level of fixed compensation based on the position held, competitive market data, the executive’s career experience, the scope of the position’s responsibilities and the executive’s own performance. | | Short-Term Incentive Compensation | What is it? Variable annual cash incentive awards determined based on performance relative to corporate and individual goals. What is the purpose of it? Short-term incentive compensation is intended to: • align cash incentive awards with corporate financial results and strategic objectives and reward executives based on corporate and individual performance; • enhance the performance assessment process with a focus on accountability; • differentiate compensation based on individual performance; and • provide competitive total annual compensation opportunities. | | Equity-Based Awards | What is it? Incentive awards consisting of equity vehicles subject to multi-year vesting requirements based on performance requirements and continued service. What is the purpose of it? Equity-based awards are intended to: • align long-term interests of award recipients with those of stockholders; • provide competitive total compensation opportunities; and • ensure focus on achievement of long-term strategic business objectives. | | Other Compensation and Benefits | | | Retirement, Health and other Plans and Programs | What is it? A comprehensive program offering retirement savings, financial protection and other compensation and benefits. What is the purpose of it? Our compensation and benefits program is intended to attract and retain high caliber executives and other employees by offering programs that assist with their long-term financial support and security. |

  49. Compensation Components

    | Termination Benefits | | | Severance Benefits | What is it? Temporary income payments and other benefits provided for involuntary terminations of employment. What is the purpose of it? Severance benefits are intended to treat employees fairly at termination and provide competitive total compensation packages. | | Change-in-Control Benefits | What is it? Benefits in the event of a termination related to a change-in-control. What is the purpose of it? Change-in-control benefits are intended to retain executives and incent efforts to maximize stockholder value during a change in control. |

  50. Short-Term Incentive Compensation

    Short-Term Incentive Compensation Variable cash incentive awards are generally available for the EQH Program Participants under the Equitable Holdings, Inc. Short-Term Incentive Compensation Plan (the “STIC Plan”). The STIC Plan is an ongoing “umbrella” plan that allows the Compensation and Talent Committee or Board to establish annual programs setting forth performance goals and other terms and conditions applicable to cash incentive awards for employees (each, a “STIC Program”).

  51. Short-Term Incentive Compensation

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 31 |

  52. Short-Term Incentive Compensation

    All EQH Program Participants were eligible for awards under the 2023 STIC Program. The amount of an EQH Program Participant’s individual award under the 2023 STIC Program was determined by multiplying their 2023 STIC Program award target (the “STIC Target”) by a funding percentage (the “Final Funding Percentage”) and by their “Individual Assessment Percentage” as further described below. The calculation is as follows, subject to a maximum award of 200% of an executive’s STIC Target:

  53. Short-Term Incentive Compensation

    | 2023 STIC TargetX | Final Funding PercentageX | Individual Assessment Percentage | = | 2023 STIC Program Award |

  54. Short-Term Incentive Compensation

    This section describes each element of the award calculation. STIC Targets The Compensation and Talent Committee reviewed the STIC Targets of the EQH Program Participants in February 2023, taking into consideration the Pay Governance Compensation Analysis and input from management, and made an adjustment to the target for Mr. Raju to ensure it remained competitive with median market rates. The following table shows the 2023 STIC Targets of the EQH Program Participants:

  55. Short-Term Incentive Compensation

    | EQH Program Participant | STIC Target | | Mr. Pearson | $3,148,000 | | Mr. Raju | $1,200,000 | | Mr. Hurd | $1,500,000 | | Mr. Lane | $1,250,000 |

  56. Short-Term Incentive Compensation

    We generally do not provide guaranteed annual incentive awards for any executives, except for certain limited guarantees for new hires. No EQH Program Participants were guaranteed a cash incentive award under the 2023 STIC Program. Final Funding Percentage Performance Objectives A preliminary funding percentage (the “Initial Funding Percentage”) for each STIC Program is determined by measuring corporate performance with respect to certain financial and other performance objectives reflecting our key performance indicators. Several key performance objectives are chosen to incent performance across a range of activities and balance different types of metrics. Based on its review of the 2022 STIC Program, the Compensation and Talent Committee elected to (i) add Free Cash Flow as a performance metric to our 2023 STIC Program, and (ii) retain the other performance objectives (i.e., non-GAAP Operating Earnings, VNB and Strategic Initiatives). Free Cash Flow is linked to longer-term sustainable earnings growth. With the addition of Free Cash Flow to the 2023 STIC Program, the metric weighting for Non-GAAP Operating Earnings was reduced from 50% to 25%. The metric weightings for both VNB and Strategic Initiatives remained the same (at 25% each). As such, each of the four 2023 STIC Program metrics were weighted at 25%. We also widened the minimum and maximum thresholds for payout to be +/- 25% from target for both Non-GAAP Operating Earnings (previously +/- 20%) and VNB (previously +/- 15%) to reflect sensitivities to markets which are outside of management control and to better align with peer practices. Recognizing that the performance objectives and their weightings for each STIC Program are determined based on our strategy and focus at the time of the program’s design, performance objectives and their weightings may vary in future years as different metrics become more relevant. The 2023 STIC Program performance objectives and their relative weightings were as follows:

  57. Short-Term Incentive Compensation

    | • | Non-GAAP Operating Earnings – 25% |

  58. Short-Term Incentive Compensation

    | • | VNB – 25% |

  59. Short-Term Incentive Compensation

    | • | Free Cash Flow – 25% |

  60. Short-Term Incentive Compensation

    | • | Strategic Initiatives – 25% |

  61. Short-Term Incentive Compensation

    | 32 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  62. Short-Term Incentive Compensation

    | Non-GAAP Operating Earnings | | | What is it? | Non-GAAP Operating Earnings is an after-tax financial measure used to evaluate our financial performance that is determined by making certain adjustments to our after-tax net income (loss) attributable to Holdings. Specifically, it excludes items that can be distortive or unpredictable from the results of operations and focuses on corporate performance with respect to ongoing operations. Accordingly, it is used as the basis for management’s decision-making. Non-GAAP Operating Earnings is a financial measure that is not computed in accordance with U.S. GAAP. Please see Appendix A for a more complete description of the calculation of Non-GAAP Operating Earnings. | | Why do we use it? | Non-GAAP Operating Earnings was chosen as a performance objective for the 2023 STIC Program due to our belief that it is the strongest indicator of corporate performance for a year. | | Value of New Business | | | What is it? | The VNB performance objective: • represents the present value of economic profits from new business under the Company’s economic model; • is a key pricing metric established during the product approval process and monitors actual versus expected economic returns; • is a key component of franchise value (i.e., the value of future potential new business) and is part of the Company’s economic value and economic coverage ratio; and • is measured in terms of absolute value (i.e., dollars or present value economic profit) and relative value by measuring VNB margin (i.e., absolute value as a percentage of certain new business annual premium equivalent). Management has the ability to manage VNB through active management of certain new business sales and pricing. | | Why do we use it? | VNB was chosen as a performance objective for the 2023 STIC Program due to our belief that it is a strong indicator of economic value creation of certain new business sold over the course of a year. | | Free Cash Flow | | | What is it? | Free Cash Flow is net annual dividends and distributions to Equitable Holdings from its subsidiaries less annual Holding Company expenses. | | Why do we use it? | Free Cash Flow was chosen as a performance objective for the 2023 STIC Program to ensure management is held accountable for the metrics communicated to investors and the market as most important to the Company. It is linked to longer-term sustainable earnings growth. |

  63. Short-Term Incentive Compensation

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 33 |

  64. Short-Term Incentive Compensation

    | Strategic Initiatives | | | What is it? | The Strategic Initiatives performance objective measured corporate performance with respect to specific 2023 goals set for certain initiatives required to ensure Holdings’ continued success, including: • Meaningfully improve diverse leadership representation and ensure an inclusive environment; • Deliver meaningful improvements in each of our four ESG pillars and make meaningful progress in being recognized as an emerging leader in ESG; • Demonstrate meaningful progress on building new commercial growth engines to grow franchise value; and • Complete implementation of Long Duration Targeted Improvements (“LDTI”) accounting standard and new segmentation while enhancing investor perception of EQH through investor engagement. | | Why do we use it? | The Strategic Initiatives were chosen as a performance objective for the 2023 STIC Program to ensure employees’ focus on the critical activities required to ensure our future success. |

  65. Short-Term Incentive Compensation

    Calculation of Initial Funding Percentage The Initial Funding Percentage was determined based on corporate performance with respect to targets approved by the Compensation and Talent Committee for each performance objective. For Non-GAAP Operating Earnings, VNB, and Free Cash Flow, the targets were numerical. For each Strategic Initiative, the target was set as the accomplishment of the 2023 goal for that initiative. Once set, the targets for each performance objective are not permitted to change during the course of the year except for exceptional circumstances as determined by the Compensation and Talent Committee. Numerical targets reflect impacts associated with the equity market decline in 2022, including lower assets under management and lower expected returns from our alternative investments portfolio. In addition, the 2023 Non-GAAP Operating Earnings target was set taking into consideration the impact of implementing the LDTI accounting standard, which was effective January 2023 and reduced the expected level of prospective Non-GAAP Operating Earnings. During 2023, the target for Non-GAAP Operating Earnings was also adjusted down (from $1,840 million to $1,794 million) due to a change in tax rate following the re-segmentation and setup of our newly reported Wealth Management segment ($-30 million), as well as the impact of a decrease in earnings expectations under our Protection Solutions business from continued heightened mortality ($-16 million). Performance at target for a performance objective results in a contribution to the Initial Funding Percentage equal to that performance objective’s weighting. Accordingly, performance at target for all of the performance objectives would result in an Initial Funding Percentage of 100%. Performance below target for a performance objective results in a decreased contribution to the Initial Funding Percentage down to a minimum of 0%. Performance above target for a performance objective results in an increased contribution to the Initial Funding Percentage up to a maximum of twice the performance objective’s weighting. Accordingly, the Initial Funding Percentage could range from 0% to 200%. The Non-GAAP Operating Earnings, VNB and Free Cash Flow performance objectives were also assigned threshold and maximum achievement levels that were approved by the Compensation and Talent Committee. The threshold and maximum goals for the Non-GAAP Operating Earnings, VNB and Free Cash Flow performance objectives were set at +/- 25% of target. Performance at the maximum or higher for a performance objective results in that performance objective’s maximum contribution to the Initial Funding Percentage. Performance below threshold results in no contribution to the Initial Funding Percentage by the performance objective. The Strategic Initiatives’ performance objective was not assigned specific thresholds or maximums. Rather, its contribution to the Initial Funding Percentage (which could range from 0% to 50% as described above) was determined by Mr. Pearson’s qualitative assessment of performance with respect to each goal, subject to amendment or approval by the Compensation and Talent Committee. The Initial Funding Percentage of the annual incentive was 111% of target (i.e., Non-GAAP Operating Earnings (16%) + VNB (40%) + Free Cash Flow (25%) + Strategic Initiatives (30%)). The following table presents the target and actual results for each of the performance objectives, along with their thresholds, maximums, relative weightings and ultimate contribution to the Initial Funding Percentage. All amounts listed for thresholds, maximums, target and actual results are in millions of U.S. dollars.

  66. Short-Term Incentive Compensation

    | 34 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  67. Short-Term Incentive Compensation

    Non-GAAP Operating Earnings for 2023 STIC Program purposes was $1,631m, $63m less than the 2023 reported Non-GAAP Operating Earnings of $1,694m. The STIC Program framework provides for the ability to make adjustments, including to (i) eliminate the impact to Non-GAAP Operating Earnings for actuarial assumption updates related to the Legacy businesses; and (ii) include the impact of non-market related assumption updates for our Core businesses in Non-GAAP Operating Earnings. The downward adjustment of $63m reflects $13m related to mortality assumption updates for Legacy business, as well as $50m related to income on derivatives used to hedge Treasury Inflation Protected Securities (“TIPS”) between 2020 – 2022. The latter adjustment was made given it was not a reflection of 2023 company performance.

  68. Short-Term Incentive Compensation

    | Performance Objective | Threshold | Target | Maximum | Weight | Actual Results | Contribution to Initial Funding Percentage | | Non-GAAP Operating Earnings | 1,345 | 1,794 | 2,242 | 25% | 1,631 | 16% | | VNB(12) | 398 | 530 | 663 | 25% | 608 | 40% | | Free Cash Flow | 975 | 1,300 | 1,625 | 25% | 1,300 | 25% | | Strategic Initiatives | N/A | Goals exceeded | N/A | 25% | 120% | 30% | | Total | | | | | | 111% |

  69. Short-Term Incentive Compensation

    | Note: | For results in between the threshold and target and target and maximum, the contribution to the Initial Funding Percentage is determined by linear interpolation. |

  70. Short-Term Incentive Compensation

    Mr. Pearson determined that the Strategic Initiatives performance objective’s contribution to the Initial Funding Percentage would be 30%, with some goals being evaluated as above target. Key performance objective results included:

  71. Short-Term Incentive Compensation

    | • | Continued improvements in representation, engagement, and inclusion of our diverse populations, measured by increased retention and eNPS scores among Asians, Blacks, Hispanic/Latinos and Women. |

  72. Short-Term Incentive Compensation

    | • | ESG ratings improvements in 2023 with S&P and Sustainalytics score upgrades, adding to earlier improvements by ISS and MSCI. Our efforts have resulted in the achievement of our impact investment goal by committing c.$1.6bn of our $99bn General Account to impact investments and set a new impact investment target of up to $1bn for 2025. |

  73. Short-Term Incentive Compensation

    | • | Newly reported Wealth Management segment returned 7% organic growth and a 22% increase in net flows under its differentiated advice model, while the Employee Benefits segment leveraged an enhanced digital platform to grow premiums by 26% and covered lives by 20% in 2023. |

  74. Short-Term Incentive Compensation

    | • | Successful implementation of GAAP LDTI accounting standards and new segmentation, highlighting the strength of our unique, integrated business model. New financial targets announced during our Investor Day were well received and resulted in share price outperformance, along with MidCap 400® Index. the inclusion of Equitable Holdings in the S&P. |

  75. Short-Term Incentive Compensation

    Determination of Final Funding Percentage Once the Initial Funding Percentage was calculated as described above, it was reviewed by the Compensation and Talent Committee which had responsibility for determining the Final Funding Percentage. In making its determination, the Compensation and Talent Committee had discretion to increase the Initial Funding Percentage by up to twenty percentage points and unlimited discretion to decrease the percentage based on any relevant circumstances determined by the Committee, provided that it could not increase the Initial Funding Percentage above the maximum of 200%. Upon the recommendation of management, the Compensation and Talent Committee did not adjust the Initial Funding Percentage for the 2023 STIC Program, so the Final Funding Percentage remained at 111%.

  76. Short-Term Incentive Compensation

    | (12) Actual VNB results used for 2023 STIC Program purposes excludes VNB from certain newer businesses. |

  77. Short-Term Incentive Compensation

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 35 |

  78. Short-Term Incentive Compensation

    Individual Assessment Percentage and Approval of Awards An EQH Program Participant’s Individual Assessment Percentage is based on his individual performance and demonstrated leadership behaviors and can range from 0% to 130%. The Compensation and Talent Committee reviewed the 2023 performance of each EQH Program Participant as well as Mr. Pearson’s recommendations for each EQH Program Participant’s Individual Assessment Percentage (other than for himself) and 2023 STIC Program award. Based on its assessment of each EQH Program Participant’s performance, the Compensation and Talent Committee approved the amount of the 2023 STIC Program awards for each EQH Program Participant. In making its recommendations, the Compensation and Talent Committee took into account the factors that it deemed relevant, including the following accomplishments achieved in 2023 by the EQH Program Participants.

  79. Short-Term Incentive Compensation

    | Mr. Pearson | | | Accomplishments | Strong performance across the business including: • Delivered $1.7bn of Non-GAAP Operating Earnings. • Strong organic growth momentum with $5.3bn of Retirement net inflows and $3.0bn in Wealth Management advisory net flows. • $38m productivity savings following relocation of Equitable headquarters and achieved $52m of General Account net investment income. • Unveiled growth strategy and financial goals to 2027 at Investor Day. Maintained balance sheet strength including: • Returned $1.2bn to shareholders, above the 60-70% payout ratio target. • Combined NAIC RBC ratio of c. 425%, above 375-400% target. • $1.3bn of cash generation, in-line with guidance. • S&P Global changed Equitable Holdings’ rating outlook to Positive in 2023; the company subsequently received an upgrade to ‘A-’ from ‘BBB+’, reflecting the quality and stability of cash flows. Enhanced governance profile and company culture including: • Received ESG rating upgrade from Sustainalytics and S&P. • Enhanced collaboration and connectivity of our workforce through renovations at our Syracuse office and opening of new Manhattan headquarters. Awarded a Great Place to Work designation for the 8th consecutive year and employee net promoter score above industry average | | 2023 STIC Program Award | $3,494,280 (111% of target) |

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  81. Short-Term Incentive Compensation

    | Mr. Raju | | | Accomplishments | Provided leadership and direction for Finance-related activities including: • Achieved $1.7bn Non-GAAP Operating Earnings or $4.59 per share, $930bn AUM/A, $500m of capital invested in new business delivering 15% IRRs, and $600m value of new business with $8.3bn of Retirement and Wealth Management net inflows. • Delivered free cash flow to the Holding Company of $1.3bn, in line with 2023 guidance, and over 55% of cash generation came from non-insurance subsidiaries. Equitable Holdings returned $1.2bn of capital to shareholders, above the 70% payout ratio target. • Maintained a strong NAIC basis RBC ratio of c. 425%, above the 375-400% target range, and ended 2023 with $2.0bn of cash and liquid assets at the holding company. Hedging effectiveness ratio remained above 95%. • S&P Global changed Equitable Holdings’ rating outlook to Positive in 2023; the company subsequently received an upgrade to ‘A-’ from ‘BBB+’, reflecting the quality and stability of cash flows. In addition, Equitable Holdings was added to the S&P MidCap 400® Index. Executed strategies to enhance financial reporting framework, de-risk the balance sheet, unlock economic value, seed future growth, and generate additional income including: • Developed credible financial plan for Investor Day to grow EPS 12-15% by 2027 and increase cash generation to $2bn at a faster rate than peers. • Adopted LDTI reporting and completed re-segmentation adding Legacy and Wealth Management segments, increasing transparency of financial reporting. • Completed internal reinsurance transaction to enhance transparency of cash flows and maintain economic management of the insurance business. • Achieved $52m of incremental General Account net investment income, on track to reach $110m target by 2027. • Delivered $38m run-rate expense savings as of year-end following Equitable headquarters relocation, on track to complete $150m target by 2027. • Advanced enterprise growth initiatives, deploying $9bn of capital to support AB’s higher multiple private markets platform, which grew to $61bn of AUM. Co-sponsored initiatives to enhance ESG and wellness at the enterprise including: • Achieved Impact Investment goal by committing c. $1.6bn towards impact investments. • Served as an executive sponsor to CORE (Career, Outlook, Resources, Engage), a DE&I talent development program. Promoted employee well-being through design of new real estate headquarters, which enhanced employee experience and delivered a lower run-rate cost. | | 2023 STIC Program Award | $1,465,200 (122% of target) |

  82. Short-Term Incentive Compensation

    Mr. Raju’s 2023 STIC Program Award was 122% of target, representing a Final Funding Percentage of 111% and an Individual Assessment Percentage of 110%, based on his effective implementation of LDTI reporting and business re-segmentation, as well as a successful Investor Day resulting in 10% outperformance of company stock.

  83. Short-Term Incentive Compensation

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 37 |

  84. Short-Term Incentive Compensation

    | Mr. Hurd | | | Accomplishments | Made significant progress across the four pillars of our ESG strategy including: • Improved Sustainalytics and S&P ESG rating scores. For the first time, rated in low-risk category for Sustainalytics, and received best S&P score to date with a score of 37 (up six points year over year). • Hosted nearly 200 volunteer events resulting in more than 6,500 hours of service, a 31% increase over prior year. Established social impact programs in Syracuse, based on local needs, and facilitated more than 50 volunteer events, earning the 2023 Impact Award from United Way of Central New York. • Ensured scholarships reached students in need through our Equitable Excellence scholarship program. Our college access/equity programs also provided one-on-one support to more than 5,000 students and families, up two-fold over the prior year. • Expanded our greenhouse gas emissions inventory to include Scope 3, Category 6 (business travel) emissions with limited assurance. Continued to cultivate an environment that attracts and retains top talent, fosters productivity and allows our people to develop personally and professionally including: • Near completion of Equitable’s New Ways of Working (NWOW), with 58,000 hours of training invested in agile methodologies, resulting in improved psychological safety and employee engagement scores. • Introduced Athena Accelerator and Equitable’s People Inspiring Change (EPIC) designed to identify and nourish new ideas, leverage data to drive insights and cultivate an environment where our people can thrive. • Delivered targeted wellness programming across four dimensions (physical, financial, emotional and social) to enhance employee well-being and organizational performance. Provided enterprise-wide training for over 1,500 employees that achieved a 100% eNPS score. • Enhanced benefit offerings to be more inclusive, including amendments to our existing adoption policy to now include reimbursement for surrogacy expenses and eliminate the working spouse surcharge on Equitable’s medical benefits. • Executed on our DE&I strategy, creating trust and belonging throughout the organization, with more than 125 diverse employees participating in a talent program that provided skill building and mentorship in 2023. Increased corporate female leadership representation to 49%, up from 46% in prior year. • Drove facilities strategy to deliver an outstanding hybrid work experience and ensure our physical workspaces support collaboration, connectivity and well-being, while lowering our real estate expenses by half. Continued to build upon a robust technology foundation and drive innovation, automation and digitization, including setting the framework for the use of Generative AI, while delivering on efficiency targets. Delivered $38m run-rate expense savings as of year-end following Equitable headquarters relocation, on track to complete $150m target by 2027. | | 2023 STIC Program Award | $1,831,500 (122% of target) |

  85. Short-Term Incentive Compensation

    Mr. Hurd’s 2023 STIC Program Award was 122% of target, representing a Final Funding Percentage of 111% and an Individual Assessment Percentage of 110%, based on his leadership on several enterprise-wide initiatives, including NWOW, ESG and re-imagination of our physical works spaces and work model.

  86. Short-Term Incentive Compensation

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  87. Short-Term Incentive Compensation

    | Mr. Lane | | | Accomplishments | Delivered record commercial results in Retirement (Individual Retirement, Group Retirement and Protection Solutions) in terms of volume and value including: • Retirement premiums up c.12% vs. 2023, led by Individual Retirement sales up c. 24% vs. 2023. • Generated VNB of c. $460m. • $5.3bn in Retirement net flows, up 16% year-over-year Launched Wealth Management as a Segment and delivered strong results including: • $3bn of net advisory inflows, with 7% annualized organic growth. • $87bn total AUA, up 20% year-over-year; $55bn advisory AUA. • Grew Wealth Planners by 7% year-over-year to 750. • Increased total Equitable Advisor headcount by 3% year-over-year. • Increased Advisor productivity by 8% year-over-year. Accelerated momentum in emerging Employee Benefits and Institutional businesses including: • Employee Benefits: Gross Written Premium increased 27% year-over-year; 800k lives covered, up c.20% year-over-year; continued improvement in pricing strategy. • Institutional: Continued to build out in-plan annuity platform and expect initial inflows from BlackRock’s 11 committed clients in 2024. Drove commercial innovation to create scalable systems to extend competitive differentiation and expand margins including: • Scaling Advice model: Partnered with Columbia University to certify 160 Advisors (this is a coaching certification to advise clients based on their specific needs); facilitated 1,000 Advisors using Client Activation Resources; extended Holistic Life Planning resilience training to more than 1,500 internal employees. • Building AB/ EQH commercial synergies: Led activity across joint Equitable and AB workstreams to further deepen Equitable and AB commercial synergies to deliver incremental revenues. Strengthened talent and organization, improving the teams’ leadership skills and cross-functional connectivity, with eNPS scores consistently above total company and industry averages. | | 2023 STIC Program Award | $1,595,625 (128% of target) |

  88. Short-Term Incentive Compensation

    Mr. Lane’s 2023 STIC Program Award was 128% of target, representing a Final Funding Percentage of 111% and an Individual Assessment Percentage of 115%, based on his role in driving sales and new business in 2023, as well as his stewardship in advancing our differentiated advice model.

  89. Short-Term Incentive Compensation

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 39 |

  90. Short-Term Incentive Compensation

    The annual cash incentive awards and bonuses earned by the EQH Program Participants in 2023, 2022 and 2021 are reported in the “Summary Compensation Table” included below.

  91. Equity-Based Awards

    2023 Annual Equity-Based Awards Each year, the Compensation and Talent Committee approves an equity-based award program for the EQH Program Participants (an “Equity Program”). In February 2023, the Compensation and Talent Committee reviewed the equity vehicles granted under the 2019 Equity Program and their related terms and conditions and elected to keep them the same for the 2023 Equity Program. Equity Vehicles The equity-based awards granted under the 2023 Equity Program consisted of a mix of “full value” restricted stock units and Performance Shares. All vehicles contain vesting requirements related to service and the Performance Shares also require the satisfaction of certain performance criteria related to corporate performance to obtain a payout. This mix of equity vehicles was chosen to ensure alignment with corporate performance while facilitating the ability to retain, motivate and reward the executives in the event of changes in the business environment or cycle. The dollar value of the awards to each EQH Program Participant was approved by the Compensation and Talent Committee. This dollar value was then allocated between the different equity vehicles. Performance Shares received the highest allocation in accordance with our pay-for-performance culture. All individual equity grants were approved by the Compensation and Talent Committee at its regularly scheduled meeting on February 14, 2023, with a grant date of February 15, 2023. The following table provides an overview of the different equity vehicles.

  92. Equity-Based Awards

    | Vehicle | Description | Type | Payout Requirements | Allocation Percentage | | EQH RSUs | Restricted stock units that will be settled in shares of Holdings’ common stock. | Full Value | Service | 40% | | EQH Performance Shares | Performance Shares that will be settled in shares of Holdings’ common stock. | Full Value | Service and Satisfaction of Relative TSR Performance Criteria | 60% |

  93. Equity-Based Awards

    EQH RSUs. EQH RSUs have a vesting schedule of three years, with one-third of the grant vesting on each of February 28, 2024, February 28, 2025, and February 28, 2026. EQH RSUs receive dividend equivalents with the same vesting schedule as their related units. The value of EQH RSUs will increase or decrease depending on the price of Holdings’ common stock. EQH Performance Shares. EQH Performance Shares cliff vest after three years on February 28, 2026. EQH Performance Shares receive dividend equivalents subject to the same vesting schedule and performance conditions as their related shares and were granted unearned. Only TSR Performance Shares were granted in 2023. These are EQH Performance Shares that may be earned based on Holdings’ total stockholder return relative to its performance peer group (“Relative TSR”). Relative TSR was chosen as the performance metric for the EQH Performance Shares because it is important to our stockholders and represents the degree to which we create value for investors relative to peers. When approving this performance metric, the Compensation and Talent Committee considered that, as a best practice, the Performance Shares should contain metrics that differ from the performance objectives contained in the STIC Program and that reflects relative results that support our pay for performance culture. The use of relative TSR as our performance metric ensures that TSR outperformance versus peers is rewarded with above-target payouts, while TSR underperformance versus peers is reflected with potential below-target (or no) payouts.

  94. Equity-Based Awards

    | Relative TSR | | | What is it? | Relative TSR compares the total amount a company returns to investors during a designated period, including both share price appreciation and dividends, to such amounts returned by the company’s peers. | | Why do we use it? | Relative TSR was selected as the performance metric to ensure that payouts are aligned with the experience of Holdings’ stockholders and to create incentives to outperform peers. |

  95. Equity-Based Awards

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

  96. Equity-Based Awards

    The Compensation and Talent Committee reviewed the peer group used for determining Relative TSR (the “TSR Peer Group”) under the 2023 TSR Performance Share grants with Pay Governance and determined to add one new company, Jackson Financial, Inc., to the TSR Peer Group based on its close correlation to EQH in terms of stock price fluctuation and in order to ensure that the TSR Peer Group size remains sufficiently robust. The 2023 TSR Peer Group includes:

  97. Equity-Based Awards

    | 2023 TSR Peer Group | | | Ameriprise Financial, Inc. Brighthouse Financial, Inc. CNO Financial Group, Inc. Globe Life Inc. Jackson Financial, Inc. Lincoln National Corporation Manulife Financial Corporation | MetLife, Inc. Principal Financial Group, Inc. Prudential Financial, Inc. Sun Life Financial, Inc. Unum Group Voya Financial, Inc. |

  98. Equity-Based Awards

    | To determine the amount of: | Percentage of the total award value was divided by: | | EQH RSUs | 40% of the total award value was divided by the fair market value of Holdings’ common stock on grant date | | TSR Performance Shares | 60% of the total award value was divided by a fair value determined using a Monte Carlo valuation |

  99. Equity-Based Awards

    | Relative TSR | TSR Performance Factor | Actual Results for Peer Group | | 87.5th percentile or greater (maximum) | 200% | +84.6% | | 50th percentile (target) | 100% | +51.7% | | 30th percentile (threshold) | 25% | +33.4% |

  100. Other Compensation and Benefit Programs

    | Qualified Retirement Plans | | | Why do we offer them? | We believe that qualified retirement plans encourage long-term service and provide a meaningful vehicle to save for retirement. | | What plans are offered? | The Equitable 401(k) Plan (the “401(k) Plan”) The 401(k) Plan is a tax-qualified defined contribution plan offered for eligible employees who may contribute to the 401(k) Plan on a before-tax, after-tax or Roth 401(k) basis (or any combination of the foregoing) up to tax law and plan limits. The 401(k) Plan also provides for matching contributions and employer contributions as follows: • the matching contribution for a calendar year is 5% so that participants’ voluntary deferrals under the plan of up to 5% of their annual eligible compensation will be matched dollar-for-dollar by the company; and • the employer contribution for a calendar year is 4% of eligible compensation up to the qualified plan compensation limit ($330,000 in 2023). All of the EQH Program Participants were eligible to participate in the 401(k) Plan in 2023. The Equitable Retirement Plan (the “Retirement Plan”) The Retirement Plan is a tax-qualified defined benefit plan that was previously offered to eligible employees. Prior to its freeze in December 2013, the Retirement Plan provided a cash balance benefit. Mr. Pearson, Mr. Raju and Mr. Lane participate in the Retirement Plan. |

  101. Termination Benefits

    Termination Benefits Severance Benefits We provide severance benefits to treat employees fairly at termination and provide competitive total compensation packages. Our severance benefits are summarized below.

  102. Termination Benefits

    | Plan | Benefits | | The Equitable Severance Benefit Plan (the “Severance Plan”) | The Severance Plan provides temporary income and other severance benefits to all eligible employees following certain involuntary terminations of employment. Temporary income payments are generally based on length of service or base salary. Payments are capped at the lesser of 52 weeks of base salary and $300,000. To obtain benefits under the Severance Plan, participants must execute a general release and waiver of claims against the Company. | | The Equitable Supplemental Severance Plan for Executives (the “Supplemental Severance Plan”) | The Supplemental Severance Plan provides additional severance benefits for the EQH Program Participants other than Mr. Pearson. The Supplemental Severance Plan requires a participant’s general release and waiver of claims to include provisions regarding non-competition and non-solicitation of employees and customers for twelve months following termination of employment. | | Mr. Pearson’s Employment Agreement | Mr. Pearson waived the right to receive any benefits under the Severance Plan or the Supplemental Severance Plan. Rather, his employment agreement provides that, if his employment is involuntarily terminated other than for cause or death, or Mr. Pearson resigns for “good reason,” Mr. Pearson will be entitled to certain severance benefits, including cash severance pay equal to two times the sum of his salary and short-term incentive compensation (based on the greatest of: (i) his most recent STIC Program award, (ii) his STIC Target and (iii) the average of his three most recent STIC Program awards) and a pro-rated target STIC Program award for the year of termination. The severance benefits are contingent upon Mr. Pearson releasing all claims against the Company and his entitlement to severance pay will be discontinued if he provides services for a competitor. |

  103. Termination Benefits

    Change in Control Benefits Change-in-control benefits are intended to retain executives and incent efforts to maximize stockholder value during a change in control. Our change-in-control benefits are summarized below.

  104. Termination Benefits

    | Plan | Benefits | | The Supplemental Severance Plan | In the event of a job elimination or voluntary termination for good reason within twelve months after a change in control of Holdings, the EQH Program Participants, other than Mr. Pearson, are eligible to receive two times the sum of their base salary and short-term incentive compensation. | | 2019 Equity Plan | Generally, in the event of a change of control of Holdings, equity awards granted under the 2019 Equity Plan that are not assumed or replaced with substitute awards having the same or better terms or conditions would fully vest and be cancelled for the same per share payment made to the stockholders in the change in control (less, in the case of options, the applicable exercise price). |

  105. Termination Benefits

    For additional information on severance and change in control benefits for the EQH Program Participants as of December 31, 2023, see “Potential Payments Upon Termination or Change in Control” below.

  106. Compensation Philosophy

    | • | align its executives’ long-term interests with those of its Unitholders and clients. |

  107. Compensation Philosophy

    AB continued to use performance scorecards for senior leaders and executives in 2023, including Mr. Bernstein, which fosters the development and maintenance of a broad leadership mindset with priorities that are aligned with AB’s firm-wide goal of long-term value creation for all stakeholders. The scorecard for each executive reflects the Growth Strategy and includes actual results relative to target metrics across the following measures:

  108. Compensation Decision-Making Process

    Compensation Decision-Making Process In 2023, AB management engaged McLagan Partners (“McLagan”) to provide competitive compensation benchmarking data for Mr. Bernstein (“2023 Benchmarking Data”). The 2023 Benchmarking Data summarized 2022 compensation levels and 2023 salaries at selected asset management companies comparable to AB in terms of size and business mix (“Comparable Companies”) that were chosen by AB management with input from McLagan. The 2023 Benchmarking Data provided ranges of compensation levels at the Comparable Companies for positions similar to Mr. Bernstein’s, including base salary and total compensation.

  109. Compensation Decision-Making Process

    The 2023 Benchmarking Data indicated that the total compensation paid to Mr. Bernstein in 2023 fell within the ranges of total compensation paid to those in similar positions at the Comparable Companies. The AB Compensation and Workplace Practices Committee considered the 2023 Benchmarking Data in concluding that Mr. Bernstein’s 2023 compensation was appropriate and reasonable.

  110. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    Annual Short-Term Incentive Compensation Award (Cash Bonus) A 2023 variable cash incentive award was available for Mr. Bernstein under AB’s 2023 Incentive Compensation Program (the “2023 AB STIC Program”). Mr. Bernstein’s annual award is not correlated with any specific targets for AB performance but primarily is a function of AB’s financial performance and progress in advancing its Growth Strategy during the year, as well as the AB Compensation and Workplace Practices Committee’s assessment of Mr. Bernstein’s individual performance.

  111. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 47 |

  112. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    Adjusted Compensation Ratio For the 2023 AB STIC Program, the AB Compensation and Workplace Practices Committee approved the use of the “Adjusted Compensation Ratio” as the metric to consider in determining the total amount of incentive compensation paid to all of AB’s employees, including Mr. Bernstein.(13) The Adjusted Compensation Ratio is the ratio of “adjusted employee compensation and benefits expense” to “adjusted net revenues.”

  113. Annual Short-Term Incentive Compensation Award (Cash Bonus)

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

  114. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    | • | Adjusted net revenues is a financial measure that is not computed in accordance with U.S. GAAP and makes certain adjustments to net revenues.(14) Specifically, adjusted net revenues: |

  115. Annual Short-Term Incentive Compensation Award (Cash Bonus)

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

  116. Annual Short-Term Incentive Compensation Award (Cash Bonus)

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

  117. Annual Short-Term Incentive Compensation Award (Cash Bonus)

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

  118. Annual Short-Term Incentive Compensation Award (Cash Bonus)

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

  119. Annual Short-Term Incentive Compensation Award (Cash Bonus)

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

  120. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    The AB Compensation and Workplace Practices Committee has approved a 50% limit for the Adjusted Compensation Ratio, except in unexpected or unusual circumstances. For 2023, the Adjusted Compensation Ratio was 49%. Mr. Bernstein’s Award In accordance with the terms of the Bernstein Employment Agreement, Mr. Bernstein’s short-term incentive compensation target for 2023 was $3,000,000, subject to review and increase from time to time by the AB Compensation and Workplace Practices Committee in its sole discretion. Based on its subjective determination of Mr. Bernstein’s performance, the AB Compensation and Workplace Practices Committee approved an award of $4,515,000 for Mr. Bernstein under the 2023 AB STIC Program. In making its determination, the AB Compensation and Workplace Practices Committee considered the progress AB made in advancing its Growth Strategy, Mr. Bernstein’s performance in light of the target metrics included in his performance scorecard and Mr. Bernstein’s individual achievements during 2023.

  121. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    | (13) AB’s Adjusted Compensation Ratio is also used when determining the total amount of long-term incentive compensation under AB’s Incentive Compensation Award Program (or ICAP) paid to all AB employees, including Mr. Bernstein. |

  122. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    | (14) Adjusted net revenues is a non-GAAP financial measure used by AB’s management in evaluating AB’s financial performance on a standalone basis and to compare its performance, as reported by AB in its public filings. It is not comparable to any other non-GAAP financial measure used by the Company. |

  123. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    | 48 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  124. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    Mr. Bernstein’s specific accomplishments during 2023 are summarized in the table below.

  125. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    | Mr. Bernstein | | | Accomplishments | Financial and investment performance achievements include: • Led AB’s efforts in delivering in growth areas, resulting in lower attrition rates relative to public peers, despite difficult institutional fundraising environment. • Led AB to achieve organic growth in two of three distribution channels, with 5% organic growth in AB’s fixed income business, which outperformed peers and reflected successful scaling from investments in technology and distribution. • Full year earnings per unit (EPU) of $2.69 declined by 9% vs. 2022, reflecting lower average AUM and base fees, combined with higher interest expense reflecting higher interest rates. • Meaningfully improved performance in fixed income, outperforming applicable peers/benchmarks, while AB’s equities franchise underperformed due to both stock selection and strong benchmark returns led by a small number of mega-cap technology stocks (both measured by % of assets outperforming). Strategic achievements include: • Grew AB’s active ETF platform to $1.4bn in assets, marking its 1-yr anniversary, and grew AB’s municipal separately managed account platform to $23bn, a +36% year over year, gaining market share. • Received regulatory license to operate onshore China fund management company. • Progressed efforts to grow AB CarVal franchise, closing on AB’s clean energy fund, 3x larger than the first vintage and designing a new $750m residential mortgage mandate in partnership with Equitable. Also made progress on new product development for the retail channel and created and began execution on integration plans across corporate functions. Organizational and culture achievements include: • Managed through executive leadership transition, appointing a new Chief Operating Officer and identifying a new Chief Financial Officer effective Q1 2024. Created inaugural Head of Investments role to enhance and optimize the investment business units and reduce span of control. • Established new entity in India with ~390 staff. Opened state-of-the-art new office, identified local leadership, expanded functions across business units and improved attrition. • Advanced firmwide sustainability goals, strengthened controls and oversight to minimize risk and made advancements within AB’s corporate sustainability. • Continued focus on DE&I, improved firmwide voluntary attrition and attrition among diverse populations; maintained strong engagement metrics in AB’s employee survey and reinforced firmwide purpose and values statements within AB’s business units. |

  126. Annual Short-Term Incentive Compensation Award (Cash Bonus)

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 49 |

  127. Equity-Based Awards

    Equity-Based Awards Under the Bernstein Employment Agreement, Mr. Bernstein is eligible to receive annual equity-based awards in accordance with AB’s compensation practices and policies generally applicable to the firm’s executive officers as in effect from time to time. The target value for Mr. Bernstein’s annual equity-based awards is $3,500,000, subject to review and determination by the AB Compensation and Workplace Practices Committee in its sole discretion from time to time. The AB Compensation and Workplace Practices Committee approved an equity-based award to Mr. Bernstein with a grant date fair value equal to $4,165,000 and three-year pro-rata vesting during its regular meeting held in December 2023 (the “2023 SB Award”). The 2023 SB Award is denominated in restricted AB Holding Units to align Mr. Bernstein’s long-term interests directly with the interests of AB Unitholders and indirectly with the interests of our stockholders and AB clients, as strong performance for AB clients generally contributes directly to increases in AB’s assets under management and improvements in our financial performance. The AB Holding Units underlying the 2023 SB Award are restricted and are not permitted to be transferred by Mr. Bernstein. Quarterly cash distributions on vested and unvested restricted AB Holding Units in respect of the 2023 SB Award will be delivered to Mr. Bernstein when cash distributions generally are paid to all Unitholders. If Mr. Bernstein resigns or is terminated without cause prior to the vesting date, he will be eligible to continue to vest in the 2023 SB Award, subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition and solicitation of employees and clients. The 2023 SB Award will immediately vest upon a termination due to death or disability. AB is permitted to clawback the unvested portion of an award if Mr. Bernstein fails to adhere to risk management policies.

  128. Termination Benefits

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

  129. Termination Benefits

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

  130. Termination Benefits

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

  131. Termination Benefits

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

  132. Termination Benefits

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

  133. Termination Benefits

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

  134. Termination Benefits

    Change in Control Benefits The Bernstein Employment Agreement provides that, if Mr. Bernstein’s employment is terminated without “cause” or he resigns for “good reason” during the 12 months following a “change in control” in AB, and he signs and does not revoke a waiver and release of claims, he will receive the same severance benefits as described above, except that his cash payment will be equal to two times the sum of (a) his current base salary and (b) his bonus opportunity amount. In the event any payments made to Mr. Bernstein upon a change in control of AB constitute “golden parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, such payments will be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Bernstein receiving a higher net-after tax amount than he would receive absent such reduction. For purposes of the Bernstein Employment Agreement, a change in control is defined as, among other things, Holdings and its majority-owned subsidiaries ceasing to control the election of a majority of the AB Board. For additional information on severance and change in control benefits for Mr. Bernstein as of December 31, 2023, see “Potential Payments Upon Termination or Change in Control” below. Restrictive Covenants Under the Bernstein Employment Agreement, following his termination of employment for any reason, Mr. Bernstein is subject to covenants with respect to non-competition for six months and non-solicitation of customers and employees for twelve months following termination.

  135. 2023 Equity Program Award

    | • | an EQH RSU award with a grant date fair value of $332,000; and |

  136. 2023 Equity Program Award

    | • | an EQH TSR Performance Share award with a grant date fair value of $498,000, which can be earned subject to EQH’s TSR relative to its peer group. |

  137. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following table presents the total compensation of the Named Executive Officers for services performed in the years ended December 31, 2023, December 31, 2022 and December 31, 2021. The total compensation reported in the following table includes items such as salary and non-equity incentive compensation as well as the grant date fair value of equity-based compensation. The equity-based compensation may never become payable or may end up with a value that is substantially different from the value reported here. The amounts in the Total column do not represent “Total Direct Compensation” as described in the Compensation Discussion and Analysis.

  138. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Fiscal Year | Salary ($) (1) | Bonus ($) (2) | Stock Awards ($) (3) | Non-Equity Incentive Compensation ($) (4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) | All Other Compensation ($) (6) | Total | | Pearson, Mark Chief Executive Officer and President, Equitable Holdings | 2023 | 1,249,820 | 0 | 10,600,037 | 3,494,280 | 368,485 | 120,480 | 15,833,102 | | | 2022 | 1,249,820 | 0 | 10,600,012 | 2,518,400 | 0 | 953,417 | 15,321,649 | | | 2021 | 1,249,820 | 0 | 8,000,011 | 4,525,000 | 0 | 410,201 | 14,185,032 | | Raju, Robin Chief Financial Officer, Equitable Holdings | 2023 | 847,718 | 0 | 2,550,036 | 1,465,200 | 6,201 | 29,700 | 4,898,854 | | | 2022 | 836,210 | 0 | 1,700,021 | 880,000 | 0 | 348,822 | 3,765,053 | | | 2021 | 675,489 | 0 | 750,041 | 1,525,000 | 0 | 108,769 | 3,059,300 | | Hurd, Jeffrey Chief Operating Officer, Equitable Holdings | 2023 | 898,765 | 0 | 2,350,068 | 1,831,500 | 608,463 | 29,700 | 5,718,497 | | | 2022 | 898,765 | 0 | 2,000,053 | 1,200,000 | 0 | 520,132 | 4,618,950 | | | 2021 | 898,765 | 0 | 2,000,033 | 2,540,000 | 571,218 | 215,537 | 6,225,553 | | Lane, Nick President, Equitable | 2023 | 897,583 | 0 | 2,600,037 | 1,595,625 | 278,632 | 50,657 | 5,422,534 | | | 2022 | 897,583 | 0 | 2,500,048 | 1,100,000 | 0 | 421,775 | 4,919,407 | | | 2021 | 897,583 | 0 | 2,100,017 | 1,862,500 | 0 | 173,957 | 5,034,057 | | Bernstein, Seth President and CEO, AllianceBernstein Corporation | 2023 | 500,000 | 4,515,000 | 4,995,054 | — | — | 114,201 | 10,124,255 | | | 2022 | 500,000 | 4,925,000 | 5,575,062 | — | — | 277,777 | 11,277,839 | | | 2021 | 500,000 | 5,575,000 | 6,075,025 | — | — | 142,813 | 12,292,838 |

  139. 2023 SUMMARY COMPENSATION TABLE

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

  140. 2023 SUMMARY COMPENSATION TABLE

    | (2) No bonuses were paid to the EQH Program Participants in 2023, 2022 or 2021. For Mr. Bernstein, this column includes his annual cash incentive awards paid for performance in each year. |

  141. 2023 SUMMARY COMPENSATION TABLE

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 55 |

  142. 2023 SUMMARY COMPENSATION TABLE

    | (3) For each Named Executive Officer, the amount reported in this column for 2023 includes the aggregate grant date fair value of EQH RSUs and EQH Performance Shares granted under the 2023 Equity Program, in accordance with FASB ASC Topic 718. For Mr. Bernstein, the amount reported in this column for 2023 also includes the grant date fair value of the 2023 SB Award. The assumptions made in calculating these amounts can be found in note 15 of the notes to Holdings’ consolidated financial statements for the year ended December 31, 2023. The EQH Performance Shares were valued at target which represents the probable outcome at grant date. A maximum payout for the EQH Performance Shares, valued at the grant date fair value, would result in values of: |

  143. 2023 SUMMARY COMPENSATION TABLE

    | Named Executive Officer | Maximum Payout | | Pearson, Mark | $12,720,020 | | Raju, Robin | $3,060,041 | | Hurd, Jeffrey | $2,820,073 | | Lane, Nick | $3,120,052 | | Bernstein, Seth | $996,051 |

  144. 2023 SUMMARY COMPENSATION TABLE

    | The EQH RSUs, EQH Performance Shares and 2023 SB Award are described in more detail below in “Supplemental Information for Summary Compensation and Grants of Plan-Based Awards Tables.” |

  145. 2023 SUMMARY COMPENSATION TABLE

    | (4) The amounts reported in this column represent the annual cash incentive awards paid for performance in 2023, 2022 and 2021, respectively. |

  146. 2023 SUMMARY COMPENSATION TABLE

    | (5) The amounts reported in this column represent the increase in the actuarial present value of accumulated pension benefits for the Named Executive Officer. The Named Executive Officers did not have any above-market earnings on non-qualified deferred compensation in 2021, 2022 or 2023. For more information regarding the pension benefits for each Named Executive Officer, see the “Pension Benefits as of December 31, 2023 Table” below. |

  147. 2023 SUMMARY COMPENSATION TABLE

    | (6) The following table provides additional details for the 2023 amounts in the All Other Compensation column: |

  148. 2023 SUMMARY COMPENSATION TABLE

    | Name | | Auto ($) (a) | Excess Liability Insurance ($) (b) | Financial Advice ($) (c) | Profit Sharing/401k Plan Contributions ($) (d) | Other Perquisites/ Benefits ($) (e) (1) | TOTAL | | Pearson, Mark | 2023 | 34,569 | 22,521 | 33,690 | 29,700 | — | 120,480 | | Raju, Robin | 2023 | — | — | — | 29,700 | — | 29,700 | | Hurd, Jeffrey | 2023 | — | — | — | 29,700 | — | 29,700 | | Lane, Nick | 2023 | — | — | 5,395 | 29,700 | 15,562 | 50,657 | | Bernstein, Seth | 2023 | 94,113 | — | — | 16,500 | 3,588 | 114,201 |

  149. 2023 SUMMARY COMPENSATION TABLE

    | (a) Pursuant to their employment agreements, both Mr. Pearson and Mr. Bernstein are entitled to the business and personal use of a dedicated car and driver. The personal use was valued by multiplying the related annual costs (parking, gas, insurance, lease payments, driver compensation, etc.) by a fraction, the numerator of which was the miles used for personal purposes and the denominator of which was the total miles used. |

  150. 2023 SUMMARY COMPENSATION TABLE

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

  151. 2023 SUMMARY COMPENSATION TABLE

    | (c) Equitable Financial paid for financial planning services and expatriate tax services for Mr. Pearson in 2023 pursuant to his employment agreement. Equitable Financial paid for expatriate tax services for Mr. Lane in 2023 pursuant to his expatriate agreement. |

  152. 2023 SUMMARY COMPENSATION TABLE

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

  153. 2023 SUMMARY COMPENSATION TABLE

    | (e) For Mr. Lane, this column includes $15,562 related to his spouse accompanying him to company events. For Mr. Bernstein this column includes $3,564 in life insurance premiums and $24 in additional perks. |

  154. 2023 SUMMARY COMPENSATION TABLE

    | 56 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  155. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table provides additional information about plan-based compensation disclosed in the “Summary Compensation Table.” This table includes both equity and non-equity awards granted during 2023.

  156. 2023 GRANTS OF PLAN-BASED AWARDS

    | Name | Grant Date | Approval Date (1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold ($) | Target ($) | Maximum ($) | | | | Pearson, Mark | | | — | 3,148,000 | 6,296,000 | | | | | | | | 02/15/23 | 02/14/23 | | | | | | | 129,348 | 4,240,027 | | | 02/15/23 | 02/14/23 | | | | 40,696 | 162,785 | 325,570 | | 6,360,010 | | Raju, Robin | | | — | 1,200,000 | 2,400,000 | | | | | | | | 02/15/23 | 02/14/23 | | | | | | | 31,117 | 1,020,015 | | | 02/15/23 | 02/14/23 | | | | 9,790 | 39,161 | 78,322 | | 1,530,020 | | Hurd, Jeffrey | | | — | 1,500,000 | 3,000,000 | | | | | | | | 02/15/23 | 02/14/23 | | | | | | | 28,677 | 940,032 | | | 02/15/23 | 02/14/23 | | | | 9,023 | 36,090 | 72,180 | | 1,410,036 | | Lane, Nick | | | — | 1,250,000 | 2,500,000 | | | | | | | | 02/15/23 | 02/14/23 | | | | | | | 31,727 | 1,040,011 | | | 02/15/23 | 02/14/23 | | | | 9,982 | 39,929 | 79,858 | | 1,560,026 | | Bernstein, Seth | 12/12/23 | 12/11/23 | | | | | | | 136,289 | 4,165,000 | | | 02/15/23 | 02/14/23 | | | | | | | 10,129 | 332,029 | | | 02/15/23 | 02/14/23 | | | | 3,187 | 12,747 | 25,494 | | 498,025 |

  157. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) On February 14, 2023, the Compensation and Talent Committee approved the grant of the EQH RSUs and EQH Performance Shares with a grant date of February 15, 2023. On December 12, 2023, the AB Compensation and Workplace Practices Committee approved the grant of the 2023 SB Award with a grant date of December 12, 2023. |

  158. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) For the EQH Program Participants, the target column shows the target award under the 2023 STIC Program assuming the plan was 100% funded. The actual awards paid to the EQH Program Participants are listed in the Non-Equity Incentive Compensation column of the “Summary Compensation Table.” |

  159. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) The second and third rows for each Named Executive Officer show the EQH RSUs and TSR Performance Shares granted on February 15, 2023, respectively. For Mr. Bernstein, the first row shows the 2023 AB Award granted on December 12, 2023. |

  160. 2023 GRANTS OF PLAN-BASED AWARDS

    | (4) The amounts in this column represent the aggregate grant date fair value of all equity-based awards granted to the Named Executive Officers in 2023 in accordance with ASC Topic 718. The EQH Performance Shares were valued at target which represents the probable outcome at grant date. |

  161. 2023 GRANTS OF PLAN-BASED AWARDS

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 57 |

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

    SUPPLEMENTAL INFORMATION FOR SUMMARY COMPENSATION AND GRANTS OF PLAN-BASED AWARDS TABLES 2023 Annual Equity-Based Awards EQH RSUs. EQH RSUs were granted on February 15, 2023, with a vesting schedule of three years, with one-third of the grant vesting on each of February 28, 2024, February 28, 2025, and February 28, 2026. EQH RSUs receive dividend equivalents with the same vesting schedule as their related units. EQH TSR Performance Shares. EQH Performance Shares were granted on February 15, 2023, and will cliff vest after three years on February 28, 2026. EQH Performance Shares will receive dividend equivalents with the same vesting schedule as their related shares and were granted unearned. EQH Performance Shares granted in 2023 may be earned based on Holdings’ Relative TSR. The number of TSR Performance Shares that are earned will be determined at the end of a performance period (January 1, 2023 – December 31, 2025) by multiplying the number of unearned TSR Performance Shares by the “TSR Performance Factor.” The TSR Performance Factor will be determined as follows, subject to a cap of 100% if Holdings’ total stockholder return for the performance period is negative:

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

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

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

    Note: For results in between the threshold and target and target maximum amounts, the TSR Performance Factor will be determined by linear interpolation. The TSR Peer Group for 2023 consisted of the following companies:

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

    | 2023 TSR Peer Group | | | Ameriprise Financial, Inc. Brighthouse Financial, Inc. CNO Financial Group, Inc. Globe Life Jackson Financial, Inc. Lincoln National Corporation Manulife Financial Corp. | MetLife Principal Financial Group, Inc. Prudential Financial, Inc. Sun Life Financial, Inc. Unum Group Voya Financial, Inc. |

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

    2023 SB Award The 2023 SB Award is denominated in restricted AB Holding Units and has a three-year pro-rata vesting schedule. The AB Holding Units underlying the 2023 SB Award are restricted and are not permitted to be transferred by Mr. Bernstein. Mr. Bernstein has voluntarily elected to defer receipt of 50% of any vested portion of the 2023 SB Award until January 2028 to be received in ten annual installments and will receive the remaining 50% of the 2023 SB Award as it vests each December. Quarterly cash distributions on vested and unvested restricted AB Holding Units in respect of the 2023 SB Award will be delivered to Mr. Bernstein when cash distributions generally are paid to all Unitholders. If Mr. Bernstein resigns or is terminated without cause prior to the vesting date, he is eligible to continue to vest in the 2023 SB Award, subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition and employee and client solicitation. The 2023 SB Award will immediately vest upon a termination due to death or disability. AB is permitted to claw-back an award if Mr. Bernstein fails to adhere to risk management policies.

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

    | 58 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  168. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023 The following table lists outstanding equity grants for each Named Executive Officer as of December 31, 2023. The table includes outstanding equity grants from past years as well as the current year. For Messrs. Pearson, Raju and Lane, equity grants in 2017 and prior years were awarded in respect of AXA ordinary shares.

  169. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    | OUTSTANDING EQUITY AWARDS AT 2023 YEAR-END | | | | | | | | | | | Option Awards | | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable (1) | Number of Securities Underlying Unexercised Options (#) Unexercisable (1) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (1) | Option Exercise Price ($) (2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Pearson, Mark | 208,786 | 0 | | $21.34 | 03/01/28 | 340,614 | 11,342,445 | 349,262 | 11,630,411 | | | 59,948 | 0 | | $18.74 | 02/14/29 | | | | | | | 457,666 | 0 | | $23.18 | 02/26/30 | | | | | | Raju, Robin | 8,726 | 0 | | $18.74 | 02/14/29 | 60,345 | 2,009,475 | 69,456 | 2,312,871 | | | 17,162 | 0 | | $23.18 | 02/26/30 | | | | | | Hurd, Jeffrey | 56,149 | 0 | | $21.34 | 03/01/28 | 76,090 | 2,533,790 | 71,434 | 2,378,767 | | | 39,267 | 0 | | $18.74 | 02/14/29 | | | | | | | 114,417 | 0 | | $23.18 | 02/26/30 | | | | | | Lane, Nick | 84,729 | 0 | | $24.00 | 06/06/26 | 84,818 | 2,824,429 | 83,955 | 2,795,715 | | | 109,417 | 0 | | $23.18 | 02/26/30 | | | | | | Bernstein, Seth | 65,446 | 0 | | $18.74 | 02/14/29 | 310,316 | 9,700,464 | 30,262 | 1,007,740 | | | 57,209 | 0 | | $23.18 | 02/26/30 | | | | |

  170. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

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

  171. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    | (2) All AXA stock options have euro exercise prices. All euro exercise prices have been converted to U.S. dollars based on the euro to U.S. dollar exchange rate on the day prior to the grant date. The actual U.S. dollar equivalent of the exercise price will depend on the exchange rate at the date of exercise. |

  172. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 59 |

  173. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    | (3) For the EQH Program Participants, this column reflects the following: |

  174. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    | | 2021 EQH Performance Shares – Vesting on 2/28/24 | 2021 EQH RSUs – Vesting Ratably on 2/28/24 | 2021 EQH RSUs – Vesting on 2/28/24 | 2022 EQH RSUs – Vesting Ratably on 2/28/24 and 2/28/25 | 2023 EQH RSUs – Vesting Ratably on 2/28/24, 2/28/25 and 2/28/26 | | Mr. Pearson | 79,703 | 41,368 | | 86,355 | 133,188 | | Mr. Raju | 7,473 | 2,327 | 4,654 | 13,850 | 32,041 | | Mr. Hurd | 19,926 | 10,342 | | 16,294 | 29,528 | | Mr. Lane | 20,923 | 10,858 | | 20,367 | 32,669 | | Mr. Bernstein | 8,469 | 4,395 | | 8,147 | 10,430 |

  175. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    | For Mr. Bernstein, this column also reflects: |

  176. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    | Amount | Grant | | 29,868.00 | Restricted AB Holdings Units Granted in 2020 Vesting Ratably on 12/1/24 | | 34,191.00 | Restricted AB Holdings Units Granted in 2021 Vesting Ratably on 12/1/24 | | 78,527.00 | Restricted AB Holdings Units Granted in 2022 Vesting Ratably on 12/1/24 and 12/1/25 | | 136,289.00 | Restricted AB Holdings Units Granted in 2023 Vesting Ratably on 12/1/24, 12/1/25 and 12/1/26 |

  177. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    | (4) This column includes: |

  178. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    | | 2022 EQH Performance Shares Vesting 2/28/25 | 2023 EQH Performance Shares Vesting 2/28/26 | | Mr. Pearson | 181,644 | 167,618 | | Mr. Raju | 29,132 | 40,324 | | Mr. Hurd | 34,273 | 37,161 | | Mr. Lane | 42,841 | 41,114 | | Mr. Bernstein | 17,137 | 13,125 |

  179. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

    2021 Performance Shares are reported based on actual performance; 2022 and 2023 Performance Shares are reported at target.

  180. OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2023

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  181. OPTION EXERCISES AND STOCK VESTED IN 2023

    OPTION EXERCISES AND STOCK VESTED IN 2023 The following table summarizes the value received from stock option exercises and stock awards vested during 2023.

  182. OPTION EXERCISES AND STOCK VESTED IN 2023

    | OPTION EXERCISES AND STOCK VESTED | | | | | | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) (1) | Value Realized on Vesting ($) (2) | | Pearson, Mark | 250,004 | 1,589,723 | 329,086 | 10,322,674 | | Raju, Robin | 0 | 0 | 22,880 | 717,946 | | Hurd, Jeffrey | 0 | 0 | 79,701 | 2,499,968 | | Lane, Nick | 79,352 | 383,282 | 82,182 | 2,577,902 | | Bernstein, Seth | 0 | 0 | 216,302 | 6,470,226 |

  183. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (1) For Messrs. Pearson, Raju, Hurd and Lane, this column reflects the vesting of their 2020 EQH performance shares, the first tranche of their 2022 EQH RSUs, the second tranche of their 2021 RSUs, and the third tranche of their 2020 RSUs. |

  184. OPTION EXERCISES AND STOCK VESTED IN 2023

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

  185. OPTION EXERCISES AND STOCK VESTED IN 2023

    | • | the first tranche of his 2022 EQH RSUs, the second tranche of his 2021 EQH RSUs and the third tranche of his 2020 EQH RSUs; |

  186. OPTION EXERCISES AND STOCK VESTED IN 2023

    | • | the fourth tranche of the restricted AB Holding Units granted to him in 2018, the delivery of which Mr. Bernstein elected to defer until January 31, 2023. |

  187. OPTION EXERCISES AND STOCK VESTED IN 2023

    | • | the third tranche of the restricted AB Holding Units granted to him in 2019. |

  188. OPTION EXERCISES AND STOCK VESTED IN 2023

    | • | the second tranche of the restricted AB Holding Units granted to him in 2020, the delivery of which Mr. Bernstein elected to defer until January 31, 2031. |

  189. OPTION EXERCISES AND STOCK VESTED IN 2023

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

  190. OPTION EXERCISES AND STOCK VESTED IN 2023

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

  191. OPTION EXERCISES AND STOCK VESTED IN 2023

    | (2) The value of the 2020 performance shares, 2020 EQH RSUs, 2021 EQH RSUs, and 2022 RSUs that vested in 2023 were determined using the closing price of a Share on the vesting date. The value of the restricted AB Holding Units that vested in 2023 were determined using the closing price of an AB Holding Unit on the vesting date. |

  192. OPTION EXERCISES AND STOCK VESTED IN 2023

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  193. PENSION BENEFITS AS OF DECEMBER 31, 2023

    PENSION BENEFITS AS OF DECEMBER 31, 2023 The following table lists the pension program participation and actuarial present value of each Named Executive Officer’s defined benefit pension at December 31, 2023. Note that Mr. Hurd did not participate in the Retirement Plan or the Excess Plan, and Mr. Raju did not participate in the ESB Plan, since they were not eligible to participate in the applicable plans prior to their freeze. Mr. Bernstein does not have any pension benefits.

  194. PENSION BENEFITS AS OF DECEMBER 31, 2023

    | PENSION BENEFITS | | | | | | Name | Plan Name (1) | Number of Years Credited Service (#) (2) | Present Value of Accumulated Benefit ($) | Payments during the last fiscal year ($) | | Pearson, Mark | Equitable Retirement Plan | 3 | 84,673 | | | | Equitable Excess Retirement Plan | 3 | 821,152 | | | | Equitable Executive Survivor Benefit Plan | 30 | 5,020,245 | | | Raju, Robin | Equitable Retirement Plan | 8 | 62,178 | | | | Equitable Excess Retirement Plan | 8 | — | | | | Equitable Executive Survivor Benefit Plan | 0 | — | | | Hurd, Jeffrey | Equitable Retirement Plan | 0 | — | | | | Equitable Excess Retirement Plan | 0 | — | | | | Equitable Executive Survivor Benefit Plan | 6 | 1,659,291 | | | Lane, Nick | Equitable Retirement Plan | 8 | 209,099 | | | | Equitable Excess Retirement Plan | 8 | 391,057 | | | | Equitable Executive Survivor Benefit Plan | 19 | 1,359,376 | |

  195. PENSION BENEFITS AS OF DECEMBER 31, 2023

    | (1) The December 31, 2023 liabilities for the Retirement Plan, the Excess Plan, and the ESB Plan were calculated using the same participant data, plan provisions and actuarial methods and assumptions used for financial reporting purposes, except that a retirement age of 65 is assumed for all calculations. The assumptions used can be found in note 14 of the notes to Holdings’ consolidated financial statements for the year ended December 31, 2023. |

  196. PENSION BENEFITS AS OF DECEMBER 31, 2023

    | (2) Credited service for purposes of the Retirement Plan and the Excess Plan does not include an executive’s first year of service and does not include any service after the freeze of the plans on December 31, 2013. Pursuant to his employment agreement, Mr. Pearson’s credited service for purposes of the ESB Plan includes approximately 16 years of service with Equitable Financial affiliates. However, this additional credited service does not result in any benefit augmentation for Mr. Pearson since he has elected benefits that do not vary based on years of service. |

  197. PENSION BENEFITS AS OF DECEMBER 31, 2023

    The Retirement Plan The Retirement Plan is a tax-qualified defined benefit plan for eligible employees. The Retirement Plan was frozen effective December 31, 2013. Participants became vested in their benefits under the Retirement Plan after three years of service. Participants are eligible to retire and begin receiving benefits under the Retirement Plan: (a) at age 65 (the “normal retirement date”) or (b) if they are at least age 55 with at least 5 full years of service (an “early retirement date”). Prior to the freeze, the Retirement Plan provided a cash balance benefit whereby Equitable Financial established a notional account for each Retirement Plan participant. This notional account was credited with deemed pay credits equal to 5% of eligible compensation up to the Social Security wage base plus 10% of eligible compensation above the Social Security wage base. Eligible compensation included base salary and short-term incentive compensation and was subject to limits imposed by the Internal Revenue Code. These notional accounts continue to be credited with deemed interest credits. For pay credits earned on or after April 1, 2012, up to December 31, 2013, the interest rate is determined annually based on the average discount rates for one-year Treasury Constant Maturities. For pay credits earned prior to April 1, 2012, the annual interest rate is the greater of 4% and a rate derived from the average discount rates for one-year Treasury Constant Maturities. For 2023, pay credits earned prior to April 1, 2012, received an interest crediting rate of 4% while pay credits earned on or after April 1, 2012, received an interest crediting rate of 2.5%.

  198. PENSION BENEFITS AS OF DECEMBER 31, 2023

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  199. PENSION BENEFITS AS OF DECEMBER 31, 2023

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

  200. PENSION BENEFITS AS OF DECEMBER 31, 2023

    | • | Single life annuity; |

  201. PENSION BENEFITS AS OF DECEMBER 31, 2023

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

  202. PENSION BENEFITS AS OF DECEMBER 31, 2023

    | • | Lump sum. |

  203. PENSION BENEFITS AS OF DECEMBER 31, 2023

    Mr. Pearson, Mr. Raju and Mr. Lane are entitled to a frozen cash balance benefit under the Retirement Plan and Mr. Pearson is currently eligible for early retirement under the plan. For certain grandfathered participants, the Retirement Plan provides benefits under a traditional defined benefit formula based on final average pay, estimated Social Security benefits and years of service. None of the Named Executive Officers are grandfathered participants. The Excess Plan The purpose of the Excess Plan, which was frozen as of December 31, 2013, was to allow eligible employees to earn retirement benefits in excess of those permitted under the Retirement Plan. Specifically, the Retirement Plan is subject to rules under the Internal Revenue Code that cap both the amount of eligible earnings that may be taken into account for determining benefits under the Retirement Plan and the amount of benefits that the Retirement Plan may pay annually. Prior to the freeze of the Retirement Plan, the Excess Plan permitted participants to accrue and be paid benefits that they would have earned and been paid under the Retirement Plan but for these limits. The Excess Plan is an unfunded plan and no assets are actually set aside in participants’ names. Mr. Pearson and Mr. Lane are entitled to a frozen benefit under the Excess Plan. The Excess Plan was amended effective September 1, 2008, to comply with the provisions of Internal Revenue Code Section 409A. Pursuant to the amendment, a participant’s Excess Plan benefits vested after 2005 will generally be paid in a lump sum on the first day of the month following the month in which separation from service occurs provided that payment will be delayed six months for “specified employees” (generally, the fifty most highly-compensated officers of Equitable Financial and its affiliates), unless the participant made a special one-time election with respect to the time and form of payment of those benefits by November 14, 2008. Neither Mr. Pearson nor Mr. Lane made a special election. The time and form of payment of Excess Plan benefits that vested prior to 2005 are the same as the time and form of payment of the participant’s Retirement Plan benefits. The ESB Plan The ESB Plan offers financial protection to a participant’s family in the case their death. Eligible employees may choose up to four levels of coverage and the form of benefit to be paid at each level. Each level provides a benefit equal to one time the participant’s eligible compensation (generally, base salary plus the higher of: (a) most recent short-term incentive compensation award and (b) the average of the three highest short-term incentive compensation awards), subject to an overall $25 million cap. Each level offers different coverage choices. Generally, the participant can choose between a life insurance death benefit and a deferred compensation benefit payable upon death at each level. Participants are not required to contribute to the cost of Level 1 or Level 2 coverage but are required to contribute annually to the cost of any options elected under Levels 3 and 4 until age 65. Level 1 coverage continues after retirement until the participant attains age 65. Levels 2, 3 and 4 coverage continue after retirement until the participant’s death, provided that, for Levels 3 and 4 coverage, all required participant contributions are made.

  204. PENSION BENEFITS AS OF DECEMBER 31, 2023

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  205. PENSION BENEFITS AS OF DECEMBER 31, 2023

    The ESB Plan was closed to new participants on January 1, 2019. As a result, Mr. Raju is not eligible to participate in the ESB Plan. Level 1 A participant can choose between the following two options at Level 1: Lump Sum Option. Under the Lump Sum Option, a life insurance policy is purchased on the participant’s life. At the death of the participant, the participant’s beneficiary receives a tax-free lump sum death benefit from the policy. The participant is taxed annually on the value of the life insurance coverage provided. Survivor Income Option. Upon the participant’s death, the Survivor Income Option provides the participant’s beneficiary with 15 annual payments approximating the value of the Lump Sum Option or a payment equal to the amount of the lump sum. The payments will be taxable but the participant is not subject to annual taxation. Level 2 At Level 2, a participant can choose among the Lump Sum Option and Survivor Income Option, described above, and the following option: Surviving Spouse Benefit Option. The Surviving Spouse Benefit Option provides the participant’s spouse with monthly income equal to about 25% of the participant’s monthly compensation (with an offset for social security). The payments are taxable but there is no annual taxation to the participant. The duration of the monthly income depends on the participant’s years of service (with a minimum duration of 5 years). Levels 3 and 4 At Levels 3 and 4, a participant can choose among the Lump Sum Option and Survivor Income Option, described above and the following option: Surviving Spouse Income Addition Option. The Surviving Spouse Income Addition Option provides monthly income to the participant’s spouse for life equal to 10% of the participant’s monthly compensation. The payments are taxable but there is no annual taxation to the participant.

  206. PENSION BENEFITS AS OF DECEMBER 31, 2023

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  207. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023 The following table provides information on deferrals made by the EQH Program Participants under the Post-2004 Plan in 2023, as well as their aggregate balances in the Post-2004 Plan. It also reflects Mr. Bernstein’s deferral of certain equity awards and employer contributions received by Mr. Lane under the Lane Letter Agreement.

  208. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | Name | Plan Name | Executive Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) (1) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) (2) | | Pearson, Mark | The Post-2004 Variable Deferred Compensation Plan | — | 465,050 | (430,299) | 3,467,302 | | Raju, Robin | The Post-2004 Variable Deferred Compensation Plan | 77,909 | 110,528 | — | 808,023 | | Hurd, Jeffrey | The Post-2004 Variable Deferred Compensation Plan | 644,879 | 356,600 | — | 2,896,443 | | Lane, Nick | The Post-2004 Variable Deferred Compensation Plan | — | 266,058 | (247,078) | 1,862,212 | | | Lane Letter Agreement | | 20,735 | (107,927) | 104,267 | | Bernstein, Seth (3) | 2020 Equity Awards | 868,849 | (141,572) | 156,506 | 2,780,375 | | | 2021 Equity Awards | 497,302 | (23,933) | 44,790 | 1,060,933 | | | 2022 Equity Awards | 571,090 | 38,086 | — | 609,175 |

  209. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | (1) The amounts reported in this column are not reported in the 2023 “Summary Compensation Table.” |

  210. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | (2) The amounts in this column for the Post-2004 Variable Deferred Compensation Plan that were previously reported as compensation in the “Summary Compensation Table” included in Holdings’ 2023, 2022, 2021, 2020 and 2019 Proxy Statements and Equitable Financial’s Forms 10-K for the years ended December 31, 2017, 2016, 2015 and 2014 are: |

  211. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | EQH Program Participant | Amount Previously Reported ($) | | Mr. Pearson | 3,502,507 | | Mr. Raju | 408,536 | | Mr. Hurd | 1,182,194 | | Mr. Lane | 1,140,611 |

  212. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | For the Lane Letter Agreement, the amount reported in this column that was previously reported as compensation in the “Summary Compensation Table” included in Holdings’ 2023 Proxy Statement was $80,088. |

  213. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | For Mr. Bernstein, the amount previously reported in the “Summary Compensation Table” included in AB’s Forms 10-K for the years ended December 31, 2020, 2021 and 2022 were $3,835,000 for his 2020 Equity Award, $5,225,000 for his 2021 Equity Award (50% of which was deferred), and $5,225,000 for his 2021 Equity Award (50% of which was deferred). |

  214. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | (3) For Mr. Bernstein, the executive contributions column reflects the value of: |

  215. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | • | for the 2020 Equity Award, 29,868 restricted AB Holdings Units that vested on December 1, 2023, and will not be delivered until January 31, 2031; and |

  216. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | • | for the 2021 Equity Award, 17,095 restricted AB Holding Units that vested on December 1, 2023, and will not be delivered until January 31, 2032; and |

  217. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    | • | for the 2022 Equity Award, 19,632 restricted AB Holding Units that vested on December 1, 2023, and will not be delivered until January 31, 2030. |

  218. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

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

  219. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

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  220. NON-QUALIFIED DEFERRED COMPENSATION TABLE AS OF DECEMBER 31, 2023

    Account balances in the Post-2004 Plan are credited with gains and losses as if invested in the available earnings crediting options chosen by the participant. The Post-2004 Plan currently offers a variety of earnings crediting options. Each year, participants in the Post-2004 Plan can elect to make deferrals into an account they have already established under the plan or they may open a new account, provided that they may not allocate any new deferrals into an account if they are scheduled to receive payments from the account in the next calendar year. When participants establish an account, they must elect the form and timing of payments for that account. They may receive payments of their account balance in a lump sum or in any combination of lump sum and/or annual installments paid over consecutive years. They may elect to commence payments from an account in July or December of any year after the year following the deferral election provided that payments must commence by the first July or December following age 71. Prior to 2023, the Company provided excess 401(k) contributions in the Post-2004 Plan for participants in the 401(k) Plan with eligible compensation in excess of the qualified plan compensation limit. These contributions were equal to 5% of the participant’s (i) eligible compensation in excess of the qualified plan compensation limit and (ii) voluntary deferrals to the Post-2004 Plan for the applicable year. The Company also provided a 3% excess matching contribution for participants’ voluntary deferrals under the plan. Both the 5% contribution and 3% excess matching contribution were discontinued for all participants after December 31, 2022. The Lane Letter Agreement The Lane Letter Agreement provided that, for each calendar year during which Mr. Lane was employed by Equitable Financial and on international assignment to AXA Life Japan for any portion of the year, he would be entitled to an employer contribution to a deferred compensation account for that year. For 2016, this contribution was equal to 10% of his salary prior to departure, pro-rated based on the period of service under the assignment during 2016. For each year after 2016, his contribution was equal to the value of any additional employer contributions that he would have received in that year under the AXA Equitable 401(k) Plan and its related excess plan if eligible compensation for purposes of those plans equaled his worldwide income. Contributions were credited to the deferred compensation account for a year in February of the following calendar year and Mr. Lane was immediately vested in all contributions. Each account is used solely for record keeping purposes and no assets are actually placed into any account in Mr. Lane’s name. Account balances are credited with gains and losses as if invested in the available earnings crediting options chosen by Mr. Lane. The Lane Letter Agreement currently offers a variety of earnings crediting options. Payment of Mr. Lane’s account balances are made in July of the fourth year after the year for which the contributions were made. Mr. Lane has a limited ability to change the time and form of payment of the account balances.

  221. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL EQH Program Participants The table below and the accompanying text present the hypothetical payments and benefits that would have been payable if the EQH Program Participants terminated employment, or a change in control (“CIC”) of Holdings occurred on December 31, 2023 (the “Trigger Date”). The payments and benefits described below are hypothetical only, as no such payments or benefits have been paid or made available. Hypothetical payments or benefits that would be due under arrangements that are generally available on the same terms to all salaried employees are not described or included in the table below. The following definitions are used for purposes of the table below:

  222. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | “2021 EQH Equity Awards” means the equity awards granted to the EQH Program Participants on February 17, 2021; |

  223. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  224. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  225. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | “2023 EQH Equity Awards” means the equity awards granted to the EQH Program Participants on February 15, 2023; |

  226. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | “EQH Equity Awards” means the 2021 EQH Equity Awards, the 2022 EQH Equity Awards and the 2023 EQH Equity Awards; and |

  227. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | “Cause” is defined as follows: |

  228. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | For purposes of: | Cause generally means: | | Mr. Pearson’s employment agreement | • willful failure to substantially perform his duties after reasonable notice of his failure to do so; • willful misconduct that is materially injurious to the Company; • conviction of, or plea of nolo contendere to, a felony; or • willful breach of any written covenant or agreement with the Company to not disclose information pertaining to the Company or to not compete or interfere with the Company. | | The Supplemental Severance Plan | • violation of law during the course of employment; • material breach of any Company policy related to workplace conduct; • conduct resulting in damage to Company assets; • conduct that is materially injurious to the Company, monetarily or otherwise; • disclosure of confidential and/or proprietary information in violation of Company policies or standards; or • breach of duty of loyalty to the Company. | | EQH Equity Awards | • commission of a crime involving fraud, theft, false statements or other similar acts or commission of a felony; • willful or grossly negligent failure to perform material employment-related duties; • material violation of any Company policy; • engaging in any act or making any public statement that materially impairs, impugns, denigrates, disparages or negatively reflects upon the name, reputation or business interests of the Company; or • material breach of any employment agreement, or noncompetition, nondisclosure or non-solicitation agreement with the Company. |

  229. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | “CIC” of Holdings generally includes the following events: |

  230. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | any person becomes the beneficial owner of 30% or more of Holdings’ common stock; |

  231. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | the individuals who constituted the Board at March 25, 2019 cease for any reason to constitute at least a majority of the Board provided, however, that any individual becoming a Director subsequent to this date whose appointment was approved by a vote of at least a majority of the Directors then comprising the Board shall be considered as though said individual was a member of the March 25, 2019 Board; and |

  232. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  233. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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  234. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | “Good Reason” is defined as follows: |

  235. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | For purposes of: | Good Reason generally means: | | Mr. Pearson’s employment agreement | • an assignment of duties materially inconsistent with Mr. Pearson’s duties or authority or a material limitation of Mr. Pearson’s powers; • the removal of Mr. Pearson from his positions; • Mr. Pearson being required to be based at an office more than 75 miles from New York City; • a diminution of Mr. Pearson’s titles; • a material failure by the Company to comply with the agreement’s compensation provisions; and • a failure of the company to secure a written assumption of the agreement by any successor company. | | The Supplemental Severance Plan | • material diminution of duties, authority or responsibilities; • material reduction in base compensation (other than in connection with, and substantially proportionate to, reductions by the Company of the compensation of other similarly situated senior executives); and • material change in the geographic location of an executive’s position. |

  236. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Please note the following when reviewing the tables:

  237. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | • | hypothetical payments and benefits related to equity-based awards are calculated using, as applicable the closing price of a Share on December 31, 2023; |

  238. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  239. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  240. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 68 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  241. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name | Temporary Income Payments ($) | Lump Sum Payments ($) | EQH Equity Awards ($) | | Mr. Pearson | | | | | Retirement | — | 3,148,000 | 15,842,816 | | Good Reason Termination | 9,199,600 | 3,148,000 | 15,842,816 | | Involuntary Termination | 9,199,600 | 3,148,000 | 15,842,816 | | CIC w/o Termination | — | — | 12,745,436 | | Death | — | — | 25,859,640 | | Disability | — | — | 25,859,640 | | Mr. Raju | | | | | Involuntary Termination – no CIC(1) | 3,071,577 | 1,240,000 | 1,655,318 | | CIC w/o Termination | — | — | 2,368,625 | | Death | — | — | 4,592,978 | | Disability | — | — | 4,592,978 | | Mr. Hurd | | | | | Involuntary Termination – no CIC(2) | 4,082,625 | 1,540,000 | 2,745,473 | | CIC w/o Termination | — | — | 2,840,669 | | Death | — | — | 5,634,271 | | Disability | — | — | 5,634,271 | | Mr. Lane | | | | | Involuntary Termination – no CIC(3) | 3,434,000 | 1,290,000 | 3,105,102 | | CIC w/o Termination | — | — | 3,166,001 | | Death | — | — | 6,377,908 | | Disability | — | — | 6,377,908 |

  242. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (1) If the involuntary termination was within twelve months after a CIC, or Mr. Raju resigned for “good reason” within twelve months after a CIC, the temporary income payments would have been $4,095,435. See “Involuntary Termination – no CIC” below for more information. |

  243. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (2) If the involuntary termination was within twelve months after a CIC, or Mr. Hurd resigned for “good reason” within twelve months after a CIC, the temporary income payments would have been $5,443,500. See “Involuntary Termination – no CIC” below for more information. |

  244. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | (3) If the involuntary termination was within twelve months after a CIC, or Mr. Lane resigned for “good reason” within twelve months after a CIC, the temporary income payments would have been $4,578,667. See “Involuntary Termination – no CIC” below for more information. |

  245. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 69 |

  246. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  247. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Item | Description | | Lump Sum Payments | He would have received a 2023 STIC Program award equal to the lower of his 2022 STIC Program award and his 2023 STIC Target. | | EQH Equity Awards | The unvested portions of his 2023 EQH Equity Award would have been forfeited. His 2021 and 2022 EQH Equity Awards would continue to vest pursuant to their terms, including satisfaction of any applicable performance criteria. Any vested options held at the time of termination would remain exercisable until the earlier of five years from the date of termination and their expiration. | | Other | He would have been entitled to access to retiree medical coverage without any company subsidy as well as continued participation in the ESB Plan (the “Medical/ESB Benefits”). |

  248. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 70 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  249. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  250. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  251. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 71 |

  252. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  253. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Item | Description | | Severance Benefits | He would have been entitled to the same Severance Benefits under his employment agreement as those due upon a termination for good reason as described above, subject to the same conditions. | | EQH Equity Awards | If he signed a release of all claims against the Company: • his 2021 and 2022 EQH Equity Awards would continue to vest pursuant to their terms, including satisfaction of any applicable performance criteria. Any vested options held at the time of termination would remain exercisable until the earlier of five years from the date of termination and their expiration. His 2023 EQH Equity Award would have been forfeited. | | Other | He would have received the Medical/ESB Benefits. |

  254. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 72 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  255. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Involuntary Termination – No CIC If they had experienced an involuntary termination of employment on the Trigger Date, the EQH Program Participants other than Mr. Pearson would have received the items described in the following table.

  256. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Item | Description | | Severance Benefits | They would have been eligible for Severance Benefits under the Severance Plan, as supplemented by the Supplemental Severance Plan. To receive those benefits, the executives would have been required to sign a separation agreement including a release of all claims against the Company. The Severance Benefits would have included: • temporary income payments equal to 78 weeks of base salary (104 weeks in the case of a termination within twelve months after a CIC); • additional temporary income payments equal to 1.5 times (two times in the case of a termination within twelve months after a CIC) the greatest of: • the most recent annual STIC Program award paid to the executive; • the average of the three most recent STIC Program awards paid to the executive; and • the executive’s STIC Target; and • a lump sum payment equal to the sum of the executive’s STIC Target and $40,000. If, instead of an involuntary termination, the executives had resigned for “good reason” within twelve months after a CIC, they would have been entitled to the same benefits as above, subject to the same conditions. | | EQH Equity Awards | Provided they executed a release of claims: • The executives would have retained a pro rata portion of their unvested 2021 and 2022 EQH Performance Shares and RSUs, each of which would remain outstanding and vest subject to the attainment of the applicable performance or service criteria. • Any vested EQH stock options held at the time of termination would remain exercisable until the earlier of 30 days from the date of termination and their expiration. They would have forfeited their 2023 EQH Equity Awards. |

  257. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 73 |

  258. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  259. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Item | Description | | EQH Equity Awards | Generally, in the event of a CIC, EQH Equity Awards without performance criteria that are not assumed or replaced with substitute awards having the same or better terms or conditions would fully vest and be cancelled for the same per share payment made to the stockholders in the CIC (less, in the case of stock options, the applicable exercise price). EQH Equity Awards with performance criteria would be pro-rated at the time of the CIC based on either target or actual levels of performance, and then modified into time-vesting awards. The modified awards would then either be replaced, assumed or cashed out, as described above. For purposes of the payments and benefits table above, we have assumed that the EQH Equity Awards are not assumed or replaced. |

  260. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  261. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  262. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

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

  263. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Item | Description | | EQH Equity Awards | He would have been treated as if he continued in the employ of the Company with respect to his EQH Equity Awards. The estimated values of payouts related to awards with performance criteria at the Trigger Date assume target performance. All EQH stock options would have been exercisable until the earlier of their expiration date and the five-year anniversary of the termination date. |

  264. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Restrictive Covenants Mr. Pearson’s Employment Agreement Mr. Pearson is subject to a confidentiality provision, in addition to covenants with respect to non-competition during his employment and twelve months thereafter (six months if he voluntarily terminates employment without good reason) and non-solicitation of customers and employees for twelve months following his termination of employment or, if longer, during the Severance Period. The Supplemental Severance Plan To receive benefits under the Supplemental Severance Plan, executives are required to sign a separation agreement including a release of all claims against the Company. The agreement also must include provisions regarding non-competition and non-solicitation of customers and employees for twelve months following termination of employment.

  265. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | 74 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  266. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    EQH Equity Awards The award agreements for the EQH Equity Awards include provisions regarding non-competition and non-solicitation of customers and employees for twelve months following termination of employment. In the event that an EQH Program Participant who retains all or a portion of his equity-based award following termination of employment violates the non-competition and non-solicitation contained in his award agreement, any remaining portion of his award at the time of violation will be immediately forfeited. Also, any portion of his award that vested after termination, and any shares or cash issued upon exercise or settlement of that vested portion, will be immediately forfeited or paid to the Company together with all gains earned or accrued.

  267. Chief Executive Officer Pay Ratio Information

    Chief Executive Officer Pay Ratio Information In 2023, the compensation of Mr. Pearson was approximately 137 times the median pay of all employees, resulting in a Chief Executive Officer pay ratio of 137:1. Equitable identified a median employee in 2024 by examining 2023 total compensation for all individuals who were employed by Holdings and its subsidiaries as of December 31, 2023 using methods consistent with SEC rules for that purpose. All employees were included in this process, whether employed on a full-time or part-time basis. Total compensation included base salary (plus overtime, as applicable), commissions (as applicable), cash bonuses and the grant date fair value of equity-based awards. The median employee’s compensation for 2023 ($115,507) was compared to Mr. Pearson’s compensation for 2023 ($15,833,102) using the same methodology used for the “ Summary Compensation Table ” above. As illustrated in the table below, our 2023 CEO Pay Ratio is 137:1:

  268. Chief Executive Officer Pay Ratio Information

    | | Mark Pearson | Median Employee | | Base salary ($) | 1,249,820 | 95,974 | | Cash bonus ($) | 3,494,280 | 10,308 | | Stock awards ($) | 10,600,037 | 0 | | Change in pension value ($) | 0 | 0 | | All other compensation ($) | 120,480 | 9,225 | | Total ($) | 15,833,102 | 115,507 | | 2023 CEO Pay Ratio | | 137:1 |

  269. Pay versus Performance

    Pay versus Performance Holdings is providing the following disclosure in accordance with the SEC’s pay versus performance disclosure rules (the “PVP Rules”). However, we generally do not make compensation decisions based on “compensation actually paid” within the meaning of the PVP Rules, nor do we use the performance metrics that are required to be disclosed under the PVP Rules in our incentive compensation programs. In particular, we use Non-GAAP Operating Earnings, rather than net income, to determine compensation, because the nature of the products we offer result in net income volatility (as further described in the 2023 Form 10-K), and because we view the Non-GAAP Operating Earnings measure as more aligned with the underlying profitability drivers of our business than net income. Please refer to page 31 for a discussion of our incentive compensation programs, the performance objectives we utilize, and how we align pay and performance.

  270. Pay versus Performance

    | Fiscal Year (a) | Summary Compensation Table Total for PEO (b) | Compensation Actually Paid to PEO (c) | Average Summary Compensation Table Total for Non-PEO NEOs (d) | Average Compensation Actually Paid to Non-PEO NEOs (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (h) 17 | | Company Selected Measure: Non-GAAP Operating Earnings (i) | Supplemental Measure: Relative 3-Year TSR Rank (h) | | | | | | | Company TSR (f) | Peer Group TSR (S&P 400 Financials) (g) | | | | | | 2023 | $15,833,102 | $19,204,586 | $6,541,035 | $6,958,269 | $149 | $136 | | 1,302 | $1,694 | 36.1% | | 2022 | $15,321,649 | $7,211,420 | $6,145,312 | $4,215,506 | $125 | $126 | | 2,153 | $1,726 | 59.7% | | 2021 | $14,185,032 | $28,457,088 | $5,929,763 | $10,114,513 | $140 | $131 | | 1,755 | $2,555 | 91.3% | | 2020 | $14,874,955 | $17,014,191 | $6,277,014 | $7,423,503 | $106 | $98 | ($ | 648) | $2,302 | 83.9% |

  271. Pay versus Performance

    | 1. | For purposes of this disclosure, “PEO” refers to Principal (or Chief) Executive Officer. |

  272. Pay versus Performance

    | 2. | To calculate Compensation Actually Paid (CAP) for each year, the “ Summary Compensation Table ” (SCT) total compensation amount for such year was adjusted by (1) deducting certain amounts from the SCT total, as shown in tables A and B below, (2) adding the equity component of CAP amounts, as shown in tables C and D below, and (3) adding the pension component of CAP amounts (i.e., service costs and prior service costs for the applicable year), which, for the PEO, were $ 274,579 for 2023, $465,238 for 2022, $477,973 for 2021, and $422,757 for 2020, and for non-PEO NEOs, averaged $77,191 for 2023, $130,323 for 2022, $133,038 for 2021, and $101,308 for 2020. |

  273. Pay versus Performance

    | 17 | Net Income and Non-GAAP Operating Earnings have been restated for years ending 2021 and 2022 in accordance with the implementation of the LDTI accounting standard, which was effective January 2023. |

  274. Pay versus Performance

    | 78 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  275. Pay versus Performance

    | 3. | Mark Pearson was the PEO in 2020, 2021, 2022 and 2023. 2022 and 2023 non-PEO NEOs include Robin Raju, Jeff Hurd, Nick Lane and Seth Bernstein. 2021 non-PEO NEOs include Anders Malmstrom (departed March 31, 2021), Robin Raju (promoted April 1, 2021), Jeff Hurd, Nick Lane and Seth Bernstein. 2020 non-PEO NEOs include Anders Malmstrom, Jeff Hurd, Nick Lane and Seth Bernstein. |

  276. Pay versus Performance

    | 4. | Effective December 18, 2023, the S&P Dow Jones Indices added Holdings to the S&P MidCap 400 Index. We believe this index consists of a more appropriate peer group and our inclusion will increase our visibility and exposure to a broader investor base. Where Holdings previously used the S&P 500 index for benchmarking purposes, going forward, it will use the Standard & Poor’s 400 indices. As a result, the TSR Peer Group reported for PVP changed from the S&P 500 Financial Index to the S&P 400 Financial Index. A comparison of Company TSR to both the S&P 400 Financial Index and S&P 500 Financial Index is shown below: |

  277. Pay versus Performance

    | | Value of Initial Fixed $100 Investment Based on: | | | | Fiscal Year | Company TSR | Peer Group TSR (S&P 400 Financials) | Peer Group TSR (S&P 500 Financials) | | 2023 | $149 | $136 | $133 | | 2022 | $125 | $126 | $118 | | 2021 | $140 | $131 | $134 | | 2020 | $106 | $98 | $98 |

  278. Information About Our Board Committees

    Information About Our Board Committees The Board has designated five standing Board committees to assist the Board in carrying out its duties: Audit, Compensation and Talent, Executive, Finance and Risk, and Nominating and Corporate Governance. Each of the Audit, Compensation and Talent, Finance and Risk, and Nominating and Corporate Governance Committees has a Board-approved, written charter, which describes that Committee’s role and responsibilities. Current, printable copies of the charters of the Audit, Compensation, and Nominating and Corporate Governance Committees are posted on our website at https://ir.equitableholdings.com. The Committee Chairs approve the meeting agendas for their respective committees. Each committee regularly reports on the matters discussed during its meetings to the full Board and presents recommendations on actions requiring Board approval. On an annual basis, each Committee conducts an evaluation of its performance and reviews the adequacy of and may propose changes to its charter for Board approval. The process for annual evaluation is considered and determined each year by the Nominating and Corporate Governance Committee and generally includes a review of significant Board and Committee matters over the past year, discussions held in executive sessions regarding Board and Committee effectiveness and performance and development of any action plan for future implementation. From time to time, the Nominating and Corporate Governance Committee may engage an external third-party resource to facilitate the annual evaluation. Each Committee has full authority to retain, at the Company’s expense, independent advisors or consultants.

  279. Information About Our Board Committees

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 85 |

  280. Information About Our Board Committees

    The table below provides additional information about our committees, including their composition, number of meetings held in 2023 and their primary roles and responsibilities, including their roles in the oversight of risk management.

  281. Information About Our Board Committees

    | Audit Committee Members: Daniel G. Kaye (Chair) Arlene Isaacs-Lowe (since April 10, 2023) Craig MacKay Kristi A. Matus(18) (until April 10, 2023) All current Audit Committee members are independent. In addition, the Board has determined that each current Audit Committee member is “financially literate” under NYSE rules and regulations and is an “audit committee financial expert” under SEC rules and regulations. Number of Meetings in 2023: 11 Key Roles and Responsibilities: • Assist the Board in overseeing the financial reporting process and the quality and integrity of our financial statements; • Assist the Board in overseeing the qualifications and independence and performance of our independent auditor; • Assist the Board in overseeing our accounting, financial and external reporting policies and practices; • Assist the Board in overseeing the performance of our internal audit function; • Assist the Board in overseeing our compliance with legal and regulatory requirements, including without limitation, any requirements promulgated by the PCAOB and the FASB; • Prepare the report of the Audit Committee required to be included in our annual proxy statement; and • Exercise an oversight function, as contemplated by the Implementation Guide of the National Association of Insurance Commissioners for the Annual Financial Reporting Model Regulation, over the statutory financial reporting of certain wholly-owned insurance company subsidiaries and any captive reinsurance company subsidiaries of the Company subject to the Model Audit Rule. Role in Risk Oversight The Audit Committee’s role in risk oversight includes oversight of the integrity of the Company’s financial statements, internal controls, legal and regulatory compliance and cybersecurity and data privacy threats. |

  282. Information About Our Board Committees

    | (18) Ms. Matus’s service on the Board concluded at the 2023 Annual Meeting. |

  283. Information About Our Board Committees

    | 86 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  284. Information About Our Board Committees

    | Compensation and Talent Committee Members: Bertram L. Scott (Chair since April 10, 2023) Francis A. Hondal Arlene Isaacs-Lowe Kristi A. Matus(19) (Chair/member) (until April 10, 2023) All current Compensation and Talent Committee members are independent and are “non-employee directors” for purposes of Section 16 of the Exchange Act. Number of Meetings in 2023: 5 Key Roles and Responsibilities: • Discharge the Board’s responsibilities relating to compensation of our executive officers; • Prepare any report on executive compensation required by the rules and regulations of the SEC for inclusion in our annual proxy statement; • Review reports regarding enterprise talent and development programs, diversity and inclusion, and attrition and hiring as it deems appropriate; • Recommend to the Board the appointment of senior and executive officers; and • Take such other actions relating to the compensation and benefits structure of the Company as the committee deems necessary or appropriate. Role in Risk Oversight The Compensation and Talent Committee oversees risks related to human capital management, design and operation of executive compensation plans and non-employee director compensation and supports Board oversight of management succession planning and talent management. | | Executive Committee Members: Joan Lamm-Tennant (Chair) Mark Pearson Charles G.T. Stonehill Number of Meetings in 2023: 1 Key Roles and Responsibilities: Exercise the authority of the Board in oversight of the Company between meetings of the Board with specified exceptions. |

  285. Information About Our Board Committees

    | (19) Ms. Matus’s service on the Board concluded at the 2023 Annual Meeting. |

  286. Information About Our Board Committees

    | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement | 87 |

  287. Information About Our Board Committees

    | Finance and Risk Committee Members: Charles G.T. Stonehill (Chair) Francis A. Hondal Daniel G. Kaye Craig MacKay All current Finance and Risk Committee members are independent. Number of Meetings in 2023: 5 Key Roles and Responsibilities: Monitor, review and assist the Board in overseeing: • financial and capital markets related matters; • strategies that bear on the long-term financial sustainability of the Company; • the governance of significant risk throughout the Company; and • the establishment and ongoing monitoring of our risk profile, risk capacity and risk appetite. Role in Risk Oversight The Finance and Risk Committee oversees, among other matters, risks related to liquidity, capital management and the Company’s enterprise risk management program. See “Board and Corporate Governance Practices – Risk Oversight” and “ESG at Equitable Holdings” for additional information regarding the Board’s risk oversight framework. | | Nominating and Corporate Governance Committee Members: Daniel G. Kaye (Chair/member since April 10, 2023) Arlene Isaacs-Lowe Bertram L. Scott Kristi A. Matus(20) (Chair) (until April 10, 2023) All current Nominating and Corporate Governance Committee members are independent. Number of Meetings in 2023: 5 Key Roles and Responsibilities • Identify individuals qualified and suitable to become Board members and recommend to the Board the director nominees for each annual meeting of stockholders; • Develop and recommend to the Board a set of corporate governance principles applicable to Holdings; • Otherwise take a leadership role in shaping the corporate governance of Holdings; and • Oversees the Company’s strategy regarding environmental stewardship, sustainability, corporate social responsibility matters and political giving. Role in Risk Oversight The Nominating and Corporate Governance Committee oversees risks related to Board governance, succession planning for the Board and its committees, the Company’s corporate governance framework and environmental stewardship, sustainability and corporate social responsibility. |

  288. Information About Our Board Committees

    | (20) Ms. Matus’s service on the Board concluded at the 2023 Annual Meeting. |

  289. Information About Our Board Committees

    | 88 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  290. Directors Compensation

    Directors Compensation The following table provides information on compensation that was paid to our directors in 2023 by the Company, other than Mr. Pearson whose compensation is fully reflected in the “Summary Compensation Table” above. During 2023, Messrs. Kaye and Stonehill and Mses. Lamm-Tennant and Matus served on the AB Board in addition to the Holdings Board. We believe their presence on the AB Board was important due to their deep knowledge of the Company and their relevant experience and expertise. Such service on the AB Board required a significant time commitment since AB’s business involves significantly different business, legal and other considerations than our retirement and protection businesses and AB is a publicly-traded company. Given the time and effort required, we believe it is appropriate to compensate these directors for their services as directors of AB in addition to their services as directors of Holdings. Their AB compensation is consistent with that paid to other independent directors of the AB Board.

  291. Directors Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (3) (4) | Total ($) | | Hondal, Francis | 125,000 | 160,013 | 285,013 | | Isaacs-Lowe, Arlene | 125,000 | 160,013 | 285,013 | | Kaye, Daniel | 273,506 | 330,013 | 603,518 | | Lamm-Tennant, Joan | 365,000 | 430,005 | 795,005 | | MacKay, Craig | 125,000 | 160,013 | 285,013 | | Matus, Kristi (1) | 111,354 | — | 111,354 | | Scott, Bertram | 143,132 | 160,013 | 303,144 | | Stansfield, George | 125,000 | 160,013 | 285,013 | | Stonehill, Charles (2) | 307,500 | 330,013 | 637,513 |

  292. Directors Compensation

    | (1) Ms. Matus’s compensation ceased upon the expiration of her term in the second quarter of 2023. |

  293. Directors Compensation

    | (2) Director Stonehill’s “Fees Earned or Paid in Cash” figure includes $20,000 received in connection with his role as Chair of the Investment Committees of Equitable Financial and Equitable America. |

  294. Directors Compensation

    | (3) The amounts reported in this column represent the aggregate grant date fair value of Holdings common stock and Restricted AB Holding Units granted to directors in 2023 in accordance with FASB ASC Topic 718, and the assumptions made in calculating them can be found in Note 15 of the Notes to Holdings’ Consolidated Financial Statements. The grant date fair value of each award is as follows: |

  295. Directors Compensation

    | | Holdings Common Stock ($) | Restricted AB Holding Units ($) | | Ms. Hondal | 160,013 | — | | Ms. Isaacs-Lowe | 160,013 | — | | Mr. Kaye | 160,013 | 170,000 | | Ms. Lamm-Tennant | 260,005 | 170,000 | | Mr. MacKay | 160,013 | — | | Ms. Matus | — | — | | Mr. Scott | 160,013 | — | | Mr. Stansfield | 160,013 | — | | Mr. Stonehill | 160,013 | 170,000 |

  296. Directors Compensation

    | 90 | Notice of Annual Meeting of Stockholders and 2024 Proxy Statement |

  297. Directors Compensation

    | (4) As of December 31, 2023, the directors had outstanding awards as follows: |

  298. Directors Compensation

    | | Restricted AB Holding Units (#) | | Ms. Hondal | — | | Ms. Isaacs-Lowe | — | | Mr. Kaye | 39,710 | | Ms. Lamm-Tennant | 11,233 | | Mr. MacKay | — | | Ms. Matus | — | | Mr. Scott | — | | Mr. Stansfield | — | | Mr. Stonehill | 24,931 |