Brian S. Hertzman
AMERICAN FINANCIAL GROUPAbout Brian S. Hertzman
Brian S. Hertzman is Senior Vice President and Chief Financial Officer of American Financial Group, Inc. (AFG), appointed in August 2020. He joined AFG in 1991 and previously served as Controller (2012) and Vice President (2014), and is a licensed certified public accountant (inactive). He is 54 and sits on AFG’s Enterprise Risk Committee alongside other senior leaders, contributing to risk identification, limits, and mitigation; AFG’s 2024 performance outcomes included Core EPS of $10.75, Core operating ROE of 19.3%, a GAAP combined ratio of 90.9%, and a 10-year TSR of 355%, underscoring strong pay-for-performance alignment at the firm level .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Financial Group | Controller | 2012–2014 | Oversight of accounting policies and SEC financial reporting in compliance with GAAP . |
| American Financial Group | Vice President | 2014–2020 | Increased responsibility across finance and accounting leadership . |
| American Financial Group | SVP & CFO | 2020–present | Principal financial officer; leadership in capital management, investor communications, and ERM . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in 2025 DEF 14A | — | — | No external board or public company directorships disclosed for Hertzman . |
Fixed Compensation
Multi-year CFO compensation (as reported in Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 460,193 | 500,000 | 525,000 |
| Stock Awards ($) | 320,117 | 320,128 | 400,062 |
| Non-Equity Incentive Plan ($) | 431,250 | 261,812 | 446,200 |
| All Other Compensation ($) | 108,527 | 110,629 | 108,189 |
| Total ($) | 1,320,087 | 1,192,569 | 1,479,481 |
2024 All Other Compensation detail:
| Item | Amount ($) |
|---|---|
| Insurance (Auto/Home Executive Insurance Program) | 43,068 |
| Annual RASP Contribution | 25,875 |
| Annual Auxiliary RASP Contribution | 21,850 |
| Other (group life, parking, club dues, security, HSA match, etc.) | 17,396 |
| Total | 108,189 |
Notes:
- Executives have access to qualified RASP and nonqualified Auxiliary RASP; 2024 Auxiliary RASP registrant contributions for Hertzman were $21,850, with aggregate deferred compensation balance of $191,190 and aggregate earnings of $30,903 in 2024 .
- No executive officer tax gross-ups for perquisites; aircraft personal-use benefits are not applicable to Hertzman per 2024 table .
Performance Compensation
Annual Bonus Plan design and CFO 2024 components:
- For Hertzman, 60% of the award was tied to three Company metrics (Operating EPS, Annual ROE, Relative Annual GBVPS) and 40% was discretionary based on individual performance; cash awards are paid in Q1 following the performance year .
2024 CFO Annual Bonus targets and payout by component:
| Component | Weight | Target ($) | Actual Performance | Payout (% of Target) | Payout ($) | Payment Timing |
|---|---|---|---|---|---|---|
| Operating EPS | ~20% of overall (60% pool) | 80,000 | Core EPS $10.75 | 90.9% | 72,720 | Paid Q1 2025 |
| Annual ROE | ~20% of overall (60% pool) | 80,000 | Core ROE 19.3% | 120.6% | 96,480 | Paid Q1 2025 |
| Relative Annual GBVPS | ~20% of overall (60% pool) | 80,000 | GBVPS vs Peer Group | 106.25% | 85,000 | Paid Q1 2025 |
| Discretionary | 40% | 160,000 | Co-CEOs assessment | 120.0% | 192,000 | Paid Q1 2025 |
| Total | — | 400,000 | — | 111.6% of target; 89.2% of max | 446,200 | Paid Q1 2025 |
Equity awards (restricted stock only; no options currently granted to employees since 2016):
- 2024 grant: 3,169 restricted shares; grant-date fair value $401,062; 4-year cliff vest; full voting and dividend rights during vesting .
- 2024 vesting: 1,535 restricted shares vested; value realized $193,564 .
Equity Ownership & Alignment
Beneficial ownership and equity status:
| Item | Detail |
|---|---|
| Total beneficial ownership | 18,832 shares; “less than 1%” of class . |
| Shares in RASP (personal account) | 3,836 shares included in RASP holdings per footnote . |
| Unvested restricted shares (12/31/2024) | 2,565 (2021 grant); 2,390 (2022); 2,422 (2023); 3,169 (2024) . |
| Market value of unvested restricted shares (12/31/2024) | $351,225 (2021) ; $327,263 (2022) ; $331,644 (2023) ; $433,931 (2024) . |
| Options | None exercised; company does not currently grant options to employees; restricted stock only since 2016 . |
| Stock ownership guidelines | NEOs must own Company shares equal to at least one times base salary . |
| Hedging and pledging policy | Hedging prohibited; pledging discouraged and requires pre-approval; no NEO or director has pledged Company shares . |
Vesting schedule and potential selling pressure:
- Restricted shares cliff-vest 4 years post-grant; for Hertzman, expected vesting years are 2025 (2021 grant), 2026 (2022), 2027 (2023), 2028 (2024), which can create periodic liquidity events; awards carry double-trigger change-in-control vesting only if not assumed or upon qualifying termination within 18 months post-transaction .
Employment Terms
- No employment agreements, severance agreements, or change-in-control agreements for NEOs; equity awards use double-trigger provisions (no single-trigger acceleration if awards are assumed; acceleration immediately prior to change-of-control only if awards are not assumed; or upon qualifying termination within 18 months post-change) .
- Executive Officer Clawback Policy (SEC Section 10D and NYSE 303A.14) requires reimbursement/forfeiture of erroneously awarded incentive compensation for the 3 completed fiscal years preceding an accounting restatement; Company maintains broader recoupment policies for senior management beyond executive officers .
- Deferred Compensation Plan allows deferral up to 80% of salary/bonus into Company shares and/or cash (2024 fixed rate 6.0%); separate Auxiliary RASP for nonqualified contributions above IRS limits .
Compensation Structure Analysis
- Shift toward clear absolute and relative performance metrics in 2024 Annual Bonus Plan (Operating EPS, Annual ROE, and Relative GBVPS), addressing overlap in prior metrics and increasing focus on shareholder-value drivers; weighting for CFO integrates both Company outcomes and individual contribution via discretionary component .
- Equity mix exclusively restricted shares with 4-year cliff vest supports retention and long-term alignment; no option repricings, no evergreen feature, and clawback provisions apply; double-trigger change-in-control mechanics avoid windfalls and discourage risk-taking for short-term gain .
- No tax gross-ups on perquisites; no hedging, and pledging requires approval—mitigating adverse alignment risks .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: approximately 95% of votes cast in favor; AFG conducts annual Say-on-Pay .
- Say-on-Pay frequency: approximately 98% supported annual advisory votes at 2023 Annual Meeting .
Investment Implications
- Alignment: Hertzman’s pay outcome is closely tied to firm-level Operating EPS, ROE, and GBVPS, with equity awards vesting over four years and no hedging/pledging—favorable for long-term shareholder alignment .
- Retention risk: Long tenure (since 1991) and ongoing unvested equity tranches support retention; lack of employment/severance agreements and double-trigger rules reduce unintended payouts while maintaining retention via vesting .
- Trading signals: Upcoming vesting events in 2025–2028 may create periodic selling windows; absence of pledged shares and hedging reduces forced-sale risk; monitor Form 4 activity around vesting dates for potential insider selling pressure .
- Governance rigor: Strong clawback, recoupment, ownership guidelines, and risk-managed incentive design mitigate excessive risk-taking and improve pay-for-performance discipline .