Amy Y. Murray
AMERICAN FINANCIAL GROUPAbout Amy Y. Murray
Amy Y. Murray, age 60, has served as an independent director of American Financial Group (AFG) since 2021. Her background spans 35+ years across corporate roles (Procter & Gamble), entrepreneurship (founder of The Japan Consulting Group), and public service in local and federal government, including Deputy Assistant Secretary of Defense/Deputy, Industrial Policy and Director of the Office of Small Business at the U.S. Department of Defense in 2020–2021. She holds a CERT Certificate in Cybersecurity Oversight from Carnegie Mellon University’s Software Engineering Institute via the NACD Cyber-Risk Oversight Program .
The Board believes Ms. Murray’s “varied skill set, including government affairs, data security, public relations, corporate, financial consulting and community engagement” will help guide the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Deputy Assistant Secretary of Defense/Deputy, Industrial Policy; Director, Office of Small Business | Jun 2020–Jan 2021; Mar 2020–Jan 2021 | Industrial policy; small business engagement |
| City of Cincinnati | City Council Member | 2011; 2013–2020 | Chair/Vice Chair: Economic Growth & Zoning; Major Transportation & Regional Cooperation; Budget & Finance; Law & Public Safety |
| The Japan Consulting Group | Founder & Chief Consultant | 2000–2014 | Japan-U.S. corporate relationship strategies |
| Procter & Gamble | Various positions incl. Manager, Global Business Development (Asia) and Global Customer Business Development | 14 years (dates not specified) | Global business and customer development leadership |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| The Shephard Chemical Company | Board Member | Private (not disclosed as public) | Not disclosed |
| Mayfield Education & Research Foundation | Board Member | Non-profit | Not disclosed |
| Community boards (e.g., Cincinnati Zoo & Botanical Society; Boy Scouts of America – Dan Beard Council) | Board/Community roles | Non-profit | Not disclosed |
Board Governance
| Item | Details |
|---|---|
| Independence | Board affirmed Ms. Murray’s independence under NYSE standards; no material relationship other than as director/shareholder |
| Committee Assignments | Audit Committee (Member); Compensation Committee (Member; joined May 23, 2024) |
| Committee Chairs | None (Audit chaired by Gregory G. Joseph; Compensation chaired by Mary Beth Martin) |
| Committee Meetings (2024) | Audit: 9; Compensation: 6 |
| Attendance | In 2025, each incumbent director attended at least 75% of total Board and committee meetings served |
| Majority Voting | Directors receiving more votes against than for must tender resignation; Board will decide and disclose within 90 days |
| Executive Sessions | Regular executive sessions of independent directors; lead independent director empowered with defined authorities |
| Risk Oversight | Board and Audit Committee oversee enterprise risk, including cybersecurity and privacy; regular cybersecurity assessments |
Fixed Compensation
| Element | Amount ($) |
|---|---|
| Board Member Annual Retainer | 145,000 |
| Lead Independent Director Retainer | 30,000 |
| Audit Committee Chair Retainer | 15,000 |
| Compensation Committee Chair Retainer | 5,000 |
| Corporate Governance Committee Chair Retainer | 5,000 |
| Audit Committee Non-Chair Member Retainer | 10,000 |
| Offsite Meeting Attendance Fee (per day) | 2,000 |
• Program adjustments effective July 1, 2024: board retainer +$5,000 (to $145,000), annual director restricted stock award +$5,000 (to $165,000), lead independent director retainer +$5,000 (to $30,000) .
Performance Compensation
| Feature | Provision |
|---|---|
| Director Equity Form | Non-employee directors receive restricted stock (no options/SARs) under Amended & Restated 2015 Stock Incentive Plan (as amended) |
| Change-in-Control | Double-trigger; awards do not accelerate solely due to change-in-control; no tax gross-ups |
| Clawback | Awards subject to clawback/recoupment to extent required by applicable law and Company policy |
| Option/SAR Repricing | Not permitted without shareholder approval; no discounted options/SARs |
| Evergreen/Share Recycling | No evergreen; limited share pool; no recycling for tax/settlement/repurchase mechanisms described |
Note: Director equity grants are annual restricted stock awards; no director-specific performance metrics are disclosed (e.g., TSR, EBITDA) for director compensation .
2024 Compensation Received by Amy Y. Murray
| Year | Fees Earned or Paid in Cash ($) | Stock Award ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 160,500 | 165,000 | — | 325,500 |
Other Directorships & Interlocks
- No public company directorships disclosed for Ms. Murray; current roles at The Shephard Chemical Company and Mayfield Education & Research Foundation are noted (non-public/non-profit) .
- No interlocks or related-party transactions involving Ms. Murray are disclosed; Audit Committee reviews/approves related person transactions, and none are flagged for directors .
Expertise & Qualifications
- Cybersecurity oversight credential (NACD/SEI CERT), enterprise risk oversight exposure via Audit Committee .
- Government affairs and policy experience (DoD; City Council) relevant to regulatory and stakeholder engagement .
- Global business development and consumer goods experience (P&G), and Japan-U.S. corporate relations expertise (Japan Consulting Group) .
- Community leadership and non-profit governance .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Amy Y. Murray | 2,188 | <1% |
- Director stock ownership guidelines: non-employee directors must own at least 3x the annual Board retainer within five years after their first annual restricted stock award or after any increase in the target .
- Hedging prohibited; pledging discouraged and requires pre-approval with stringent conditions; no director has pledged Company shares .
Governance Assessment
- Strengths: Independent status; dual committee service (Audit and Compensation) with cyber-risk credential supporting ERM and cyber oversight; attendance threshold met; majority voting resignation policy; robust director stock ownership guidelines; clawback and double-trigger change-in-control safeguards; no hedging/pledging by directors .
- Compensation alignment: Meaningful equity component via annual restricted stock ($165,000) and cash retainer ($145,000), with modest 2024 increases guided by peer and workload review; Ms. Murray’s 2024 total of $325,500 reflects cash and equity that align director incentives with shareholder outcomes .
- Potential conflicts/RED FLAGS: None disclosed for Ms. Murray; no related-party transactions or share pledging; director compensation features prohibit option/SAR repricing and limit plan risk features .