Craig Lindner, Jr.
AMERICAN FINANCIAL GROUPAbout Craig Lindner, Jr.
Craig Lindner, Jr. is Divisional President, AFG Real Estate Investments (since 2017) and was elected to AFG’s Board in 2025; age 47, joined AFG in 2002 with a 20-year track record managing apartment, resort/marina, commercial real estate and a large commercial mortgage portfolio; he also served on the Annuity Group executive team until its sale in 2021 . AFG delivered 2024 core EPS of $10.75, core operating ROE of 19.3%, and 10-year TSR of 355% versus 242% for the S&P 500 and 314% for the S&P 500 P&C Index, underscoring strong value creation in the operating environment supporting his investment mandate .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AFG Real Estate Investments | Divisional President | 2017–present | Oversees equity/debt portfolios across apartments, resort/marina and commercial real estate; meaningful contributor to AFG’s net investment income . |
| AFG Annuity Group | Executive team member | Until 2021 | Senior operating role through sale of annuity business; supported capital redeployment to core P&C strategy . |
| American Financial Group | Various roles in real estate investing and insurance | 2002–present | Key role in managing operations of real estate equity and debt investments . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Cranemere Company | Director | 2017–2020 | Long-term industrial holding company governance experience . |
Fixed Compensation
Only limited disclosure is available for Craig Lindner, Jr. in the related-party section; AFG does not include him among NEO tables.
| Year | Salary + Bonus (Combined) ($) |
|---|---|
| 2024 | ~1,900,000 |
Notes:
- Base salary, target bonus %, and actual bonus split for Craig Lindner, Jr. are not separately disclosed in the proxy. The Company states he “received salary and bonus of approximately $1.9 million in 2024” .
Performance Compensation
AFG’s executive compensation framework emphasizes performance-linked cash incentives and long-term equity; Craig Lindner, Jr.’s specific metrics/weights are not disclosed, but Company-wide incentive design informs expected levers.
AFG 2024 Annual Bonus Plan (design applies to Co-CEOs and President; informs broader senior executive incentives):
| Metric | Weighting (Co-CEOs/President) | Target | Actual 2024 | Payout behavior |
|---|---|---|---|---|
| Operating EPS | 34% | $11.00 | $10.75 | 90.9% of target for Operating EPS component in 2024 |
| Annual ROE | 33% | 16% | 19.3% | 141.3% of target for Annual ROE component in 2024 |
| Relative GBVPS (book value growth + dividends vs. peer group) | 33% | Top third of peer group for target; 1st for max | Achieved payout at 112.5% of target component in 2024 (Co-CEOs) |
Long-term incentives (as context):
- Restricted stock cliff-vests after four years; double-trigger acceleration upon change-in-control if not assumed, or upon qualifying termination within 18 months if assumed .
- Executive Officer Clawback Policy complies with SEC/NYSE rules; recovers erroneously awarded incentive compensation for 3 completed fiscal years preceding a restatement .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 1,901,555 |
| Ownership % of shares outstanding | 2.3% |
| Shares outstanding (record date) | 83,668,453 |
| Breakdown | 388,507 shares in trusts (voting/dispositive power); 9,904 shares spouse; 25,599 as custodian for minor children; 1,529,322 shares in trusts for family members (voting/dispositive power) |
| Hedging/Pledging | Hedging prohibited; pledging discouraged and requires pre-approval; no NEO or director has pledged shares |
| Ownership guidelines | Co-CEOs: 5× salary; other NEOs and certain senior management: ≥1× salary |
Interpretation:
- A direct and indirect 2.3% stake signals strong alignment; the Company’s policies prohibit hedging and effectively eliminate pledged-share risk for directors .
Employment Terms
- AFG discloses no employment, severance, or change-in-control agreements for executive officers; equity awards feature double-trigger vesting (assumed awards require qualifying termination within 18 months to accelerate; if not assumed, vesting accelerates at change-in-control) .
- Executive Officer Clawback Policy enforces recovery after accounting restatements, regardless of misconduct .
- Insider Trading Policy governs directors and officers; hedging prohibited, pledging discouraged and pre-approval required .
Board Governance
| Attribute | Details |
|---|---|
| Board service | Director since 2025 |
| Independence | Not listed among independent directors; independent directors named are Martin, Murray, Joseph, Newport, Nwankwo, Verity, Von Lehman |
| Committee memberships | None indicated; all key committees are chaired by and entirely comprised of independent directors |
| Attendance | Board met eight times in 2025; each incumbent director attended ≥75% of assigned meetings |
| Leadership | No Chairperson; Lead Independent Director (Gregory G. Joseph) empowered and presides over executive sessions |
| Dual-role implications | As both executive and director, independence is mitigated structurally via fully independent Audit/Compensation/Governance committees and a strong Lead Independent Director role . The Board added Lindner Jr. and Thompson in Feb 2025 reflecting family commitment and operational expertise . |
Director Compensation
Non-employee director program (context; employee directors are not covered by this schedule):
- 2024 schedule included cash retainer and annual restricted stock; effective July 1, 2024: Board retainer $145,000; Lead Independent Director retainer $30,000; annual restricted stock $165,000; committee chair/member retainers as disclosed .
- 2024 fees paid to non-employee directors are detailed in the proxy .
- AFG amended the 2015 Stock Incentive Plan in 2025 to issue director equity under the main plan; non-employee directors are eligible only for restricted stock awards; no options/SARs for directors .
Other Directorships & Interlocks
- External: Director at Cranemere (2017–2020) .
- Family relationships: He is the son of Co-CEO S. Craig Lindner; the Board disclosure identifies familial ties among certain executives/directors .
Compensation Peer Group and Philosophy
- Peer group includes Arch, Assurant, Axis, Chubb, Cincinnati Financial, CNA, Hanover, Hartford, Markel, RenaissanceRe, RLI, Selective, Travelers, W.R. Berkley .
- AFG does not target a specific percentile; compensation design emphasizes pay-for-performance with absolute and relative measures across EPS, ROE, and book value per share growth .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: approximately 95% of votes cast in favor .
Investment Implications
- Alignment: A 2.3% beneficial stake with no pledging and hedging prohibited reduces misalignment risk and potential forced selling in drawdowns .
- Incentive quality: Company-wide metrics (EPS, ROE, peer-relative book value growth) tied to cash incentives and 4-year cliff-vest equity with double-trigger change-in-control terms support long-term value creation and prudent risk-taking; clawback enhances downside governance .
- Retention: No employment agreement and solely performance- and equity-based incentives suggest retention hinges on continued performance and family stewardship; strong 2024 results and elevated capital returns support continuity, though lack of fixed severance reduces lock-in .
- Governance: Dual role is buffered by independent committees and a robust Lead Independent Director, limiting independence concerns while leveraging his real estate/investment expertise in a portfolio that materially contributes to net investment income .