Carl H. Lindner III
AMERICAN FINANCIAL GROUPAbout Carl H. Lindner III
Carl H. Lindner III is Co-Chief Executive Officer of American Financial Group (AFG) and a Director; age 71, Director since 1991, Co-CEO since January 2005, formerly Co-President from 1996 to June 2023, and CEO of AFG’s Property & Casualty (P&C) Insurance Group since 2010, with principal responsibility for P&C operations . AFG’s 2024 performance highlighted Operating EPS of $10.75, core ROE of 19.3%, and a 90.9% statutory combined ratio, returning $791 million to shareholders and achieving a 10-year TSR of 355%, outpacing the S&P 500 and the S&P 500 P&C Indices .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Financial Group | Co-Chief Executive Officer | 2005–present | Co-leads overall corporate strategy and enterprise risk; largest non-institutional shareholder alignment . |
| American Financial Group | Co-President | 1996–Jun 2023 | Senior leadership across AFG; transition to President added for others in 2023 . |
| Great American Insurance Group (AFG P&C) | CEO (P&C Group) | 2010–present | Principal responsibility for P&C operations and underwriting performance . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FC Cincinnati (MLS franchise) | Principal Investor and CEO | Not disclosed | AFG buys tickets/merchandise ($76,100 in 2024) and sells insurance ($112,000 in 2024) under arm’s-length terms; other AFG directors have interests in FC Cincinnati . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $1,250,000 | Per Summary Compensation Table . |
| Perquisites (policy limits) | Insurance benefit limit: $600,000; Personal aircraft: 140 flight hours/year | Policy-level limits; no tax gross-ups on perquisites; personal aircraft use encouraged for safety/productivity . |
Performance Compensation
Annual Bonus (Senior Executive Annual Bonus Plan) – 2024 Structure and Outcomes
| Metric | Weight | Target | Threshold | Maximum | Actual 2024 Result | Award % of Target | Award ($) |
|---|---|---|---|---|---|---|---|
| Operating EPS | 34% | $11.00 | $8.80 → 20% | $12.10+ → 150% | $10.75 | 90.9% | $710,838 . |
| Annual ROE | 33% | 16% | 12% → 20% | 20%+ → 150% | 19.3% | 141.3% | $1,072,467 . |
| Relative GBVPS (vs Compensation Peer Group) | 33% | Top third for target; 1st for max | Below top third → 0% | 1st → Max | Achieved above target (exact rank not publicly disclosed for annual metric) | 112.5% | $853,875 . |
| Total Annual Bonus | — | — | — | — | — | 114.7% of target | $2,637,180 . |
Notes:
- Operating EPS defined as diluted core EPS; ROE based on core operating earnings over average equity (ex-AOCI); GBVPS is annual growth in book value per share plus dividends (ex-AOCI) relative to peer companies .
- Individual discretionary component applies to other NEOs, not Co-CEOs .
Long-Term Incentive (Senior Executive LTIC)
| Grant Year | 3-Year Performance Period | Target ($) | Maximum ($) | 2022–2024 Outcome |
|---|---|---|---|---|
| 2022 | Ending 12/31/2024 | $2,500,000 | $5,000,000 | $4,420,000 (88.4% of max; 176.8% of target) . |
| 2023 | Ending 12/31/2025 | $2,500,000 | $5,000,000 | In-progress; payouts contingent on performance . |
| 2024 | Ending 12/31/2026 | $2,500,000 | $5,000,000 | In-progress; payouts contingent on performance . |
2022–2024 component detail:
- Book value per share (ex-AOCI) growth vs plan companies: AFG ranked 5th; 76.8% of maximum for this component ($1,920,000) .
- Average annual ROE: 20.1%; achieved maximum for ROE component ($2,500,000) .
Equity Grants (Restricted Stock – Time-Based)
| Grant Date | Instrument | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| 2/27/2024 | Restricted Stock | 11,882 | $1,504,012 | 4-year cliff vest; double-trigger on change-of-control . |
Multi-Year Compensation (Total Reported)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,250,000 | $1,250,000 | $1,250,000 |
| Stock Awards ($) | $1,500,128 | $1,500,054 | $1,500,013 |
| Non-Equity Incentive Plan ($) | $8,146,970 | $5,308,570 | $7,057,180 |
| All Other Compensation ($) | $1,773,301 | $1,785,524 | $1,762,836 |
| Total ($) | $12,670,399 | $9,844,148 | $11,570,029 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (Common Shares) | 5,840,244 | 7.0% of outstanding; includes trust and LLC holdings as detailed in footnotes . |
| Unvested Restricted Stock (12/31/2024) | 13,498 (2/23/2021), 11,200 (2/22/2022), 11,349 (2/22/2023), 11,882 (2/27/2024) | Outstanding unvested awards by grant date; cliff vests 4 years post grant . |
| Hedging/Pledging | Prohibited hedging; pledging discouraged and requires pre-approval; no NEO or director has pledged shares | Insider Trading Policy and Corporate Governance standard . |
| Ownership Guidelines | Co-CEO must own 5x base salary in AFG shares | Executive ownership guideline . |
Employment Terms
- No employment, severance, or change-of-control agreements; equity awards use double-trigger vesting (continued/converted awards do not accelerate solely on change-of-control; vest accelerates only if unassumed or upon qualifying termination within 18 months) .
- Executive Officer Clawback Policy (SEC/NYSE compliant) recovers erroneously awarded incentive-based compensation for the 3 completed fiscal years preceding a required restatement, regardless of misconduct .
- Deferred Compensation Plan permits deferral of up to 80% of salary and/or bonus; in 2024 fixed rate option was 6.0% with alternative market-linked options; tax deferred until distribution .
- Personal aircraft use encouraged for safety/productivity; 140 flight hours/year provided; no tax gross-ups on perquisites; 2024 insurance benefit limit raised to $600,000 .
Board Governance
- Board service: Director since 1991; AFG has no Chairperson; a Lead Independent Director (Gregory G. Joseph) is empowered to convene independent sessions and oversee agendas/info quality .
- Committee roles: Audit, Compensation, and Corporate Governance Committees are entirely independent and chaired by independent directors; Co-CEOs (including Lindner III) are not committee members .
- Meeting attendance: Board met 8 times in 2025; each incumbent director attended at least 75% of total Board and committee meetings .
- Family relationships disclosed: Carl and S. Craig Lindner are brothers; S. Craig is father of Craig Lindner Jr.; Carl is father-in-law of David L. Thompson Jr. (both added as Directors in Feb 2025) .
- Executive sessions: regular independent director sessions at least quarterly; additional sessions with Co-CEOs at least twice annually .
Director Compensation (non-employee directors)
| Element | Amount |
|---|---|
| Board 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 Member Retainer (non-chair) | $10,000 |
| Offsite Meeting Fee (per day) | $2,000 |
| Annual Restricted Stock Award | $165,000 |
Note: These apply to non-employee directors; equity for directors will be granted under the Amended and Restated 2015 Stock Incentive Plan (post-amendment approval) .
Compensation Peer Group (used for executive and director benchmarking)
Arch Capital Group, Assurant, Axis Capital, Chubb, Cincinnati Financial, CNA Financial, Hanover Insurance Group, Hartford, Markel, RenaissanceRe, RLI, Selective Insurance Group, Travelers, W.R. Berkley .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: ~95% of votes cast in favor .
- Frequency vote (2023): ~98% supported annual advisory vote .
Performance & Track Record (context for pay-for-performance)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Written Premiums ($mm) | 6,206 | 6,692 | 7,139 |
| GAAP Combined Ratio (%) | 87.3 | 90.4 | 91.2 |
| Statutory Combined Ratio (%) | 87.0 | 90.5 | 90.9 |
| Catastrophe Losses (current AY, $mm) | 88 | 162 | 180 |
Additional highlights: Core Operating EPS $10.75; core ROE 19.3%; $791 million capital returned (regular + special dividends) in 2024; 10-year TSR 355% vs 242% (S&P 500) and 314% (S&P 500 P&C) .
Related Party Transactions and Interlocks
- FC Cincinnati transactions: AFG purchased ~$76,100 of tickets/merchandise in 2024; FC Cincinnati purchased ~$112,000 in insurance from AFG and through AFG’s subsidiary agency; Carl H. Lindner III is principal investor and CEO of FC Cincinnati; Mr. Thompson (AFG director) and a brother of Mr. Joseph (Lead Independent Director) are part owners of FC Cincinnati .
Risk Indicators & Red Flags
- Hedging prohibited; pledging discouraged with pre-approval only; no executive or director pledging reported .
- No tax gross-ups on perquisites; no repricing of options/SARs permitted without shareholder approval under equity plan; no “evergreen” share recycling; double-trigger change-of-control vesting .
- Governance mitigants to dual executive roles: independent-only committees, Lead Independent Director, frequent executive sessions; no board chair policy allows flexibility; independence determinations disclosed .
- High say-on-pay support (~95%) suggests shareholder approval of pay design and outcomes .
Compensation Structure Analysis
- Mix and trends: Reported stock awards were steady at ~$1.5 million annually (2022–2024), while annual and long-term incentive outcomes varied with performance (e.g., 2023 bonuses below target; 2024 above target; 2022 maximum outcomes), consistent with pay-for-performance .
- Shift to metrics: 2024 Annual Bonus Plan introduced three near-equally weighted, investor-relevant metrics (Operating EPS, Annual ROE, Relative GBVPS), replacing overlapping measures; LTIC continues to use 3-year BVPS growth vs plan companies and average ROE .
- Risk controls: Clawback; prohibitions on hedging/pledging; double-trigger vesting; independent consultant engagement (Pay Governance) .
Investment Implications
- Alignment: Large personal share ownership (7.0%) and long-dated cliff-vesting equity awards align incentives with long-term TSR and BVPS growth; hedging/pledging bans further strengthen alignment .
- Performance linkage: Incentive outcomes are formulaic and tied to EPS/ROE/BVPS, with LTIC emphasizing multi-year value creation; 2022–2024 LTIC payout at ~88% of max reflects strong ROE and peer-relative BVPS .
- Governance considerations: Dual Co-CEO structure and family board representation are offset by independent-only committees, a strong Lead Independent Director role, and regular executive sessions—reducing independence risks for capital allocation and compensation decisions .
- Trading signals: Upcoming vest dates for time-based restricted stock may modestly increase supply around 4-year anniversaries (e.g., 2021 grant vesting in 2025), but the scale is small relative to overall ownership and ongoing special dividends suggest strong capital return capacity .