David L. Thompson, Jr.
President and Chief Operating Officer, Great American Insurance Group at 
AMERICAN FINANCIAL GROUP
AMERICAN FINANCIAL GROUPExecutive
Board
About David L. Thompson, Jr.
David L. Thompson, Jr. is 45 and currently serves as Chairman of the Board, President and Chief Operating Officer of Great American Insurance Company (AFG’s flagship P&C insurer); he joined Great American in 2006 and was elevated to President & COO in 2022. He was elected to AFG’s Board in February 2025 and also serves on the Board of the American Property Casualty Insurance Association (APCIA); he holds a BA in International Relations and Economics from Wheaton College and spent his formative years across Poland, Germany, Switzerland, Hungary, and Russia before returning to the U.S. . Company performance under AFG’s leadership framework in 2024 included Core Operating EPS of $10.75, Core ROE of 19.3%, a GAAP combined ratio of 90.9%, and 10-year TSR of 355% (vs. 242% for the S&P 500 and 314% for the S&P 500 P&C Index), underscoring strong operating momentum and capital returns of $791 million in 2024 via dividends (regular and special) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Great American Insurance Company | Chairman of the Board; President & COO | 2022–present | Direct oversight of specialty P&C businesses, corporate reinsurance, Dempsey & Siders; instrumental in formation of Predictive Analytics function . |
| Great American Insurance Group (AFG subsidiary) | Executive Vice President | 2019 | Senior leadership of multiple specialty P&C divisions and shared services . |
| Great American Insurance Group (AFG subsidiary) | Divisional Group President; Senior Vice President | 2014; 2017 | Senior reporting officer responsibilities across specialty lines and analytics; promotions reflecting expanding oversight . |
| AFG (parent) | Director | 2025–present | Inside director providing operating perspective from GAIC to AFG Board . |
External Roles
| Organization | Role | Years | Notes / Impact |
|---|---|---|---|
| APCIA | Director | Ongoing | Industry engagement and policy insight supporting P&C operations . |
| FC Cincinnati | Part owner | Prior to 2024 (ongoing) | Related party context; AFG’s arms-length transactions pre-approved by Audit Committee . |
Fixed Compensation
Multi-year summary (AFG Summary Compensation Table):
| Year | Salary ($) | All Other Compensation ($) | Notes |
|---|---|---|---|
| 2024 | 770,000 | 196,585 | All Other includes: Insurance $100,000; RASP $25,875; Auxiliary RASP $32,750; Other $37,960 . |
| 2023 | 700,000 | 174,234 | Perqs under AFG program; no aircraft personal use benefit disclosed for Thompson . |
| 2022 | 610,577 | 158,298 | Standard retirement and deferred comp benefits per AFG plans . |
Performance Compensation
Cash incentives and equity awards:
| Year | Non-Equity Incentive ($) | Equity Grants (Restricted Stock) | Grant Date | Shares (#) | Grant-Date Price ($/sh) | Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | 917,550 | RS | 02/27/2024 | 4,753 | 126.58 | 601,031 | 4-year cliff (vests 02/27/2028) . |
| 2023 | 632,775 | RS | 02/22/2023 | 3,783 | — | 518,006 (market value at YE) | 4-year cliff (vests 02/22/2027) . |
| 2022 | 437,645 | RS | 02/22/2022 | 3,734 | — | 511,297 (market value at YE) | 4-year cliff (vests 02/22/2026) . |
Notes:
- Thompson’s annual cash incentive is determined by objective factors in Great American’s multi-year and annual programs tied to the business units he oversees; he is not a participant in AFG’s Senior Executive Annual Bonus Plan used for the Co-CEOs and President. Amounts paid in a given year can reflect prior-year business development due to subsequent development factors .
- AFG grants solely restricted stock since 2016; awards have double-trigger change-in-control protections and four-year cliff vesting, supporting retention and alignment .
Additional vesting and realized values:
- Shares vested in 2024: 2,686; value realized $338,705 .
Equity Ownership & Alignment
| Date | Beneficial Ownership (shares) | % of Shares Outstanding | Composition / Notes |
|---|---|---|---|
| Mar 17, 2025 | 1,553,374 | 1.9% | Includes 1,450,856 in family trusts (he or spouse has voting/dispositive power), 72,797 in a charitable trust (spouse shares voting/dispositive power), and 29,721 held by spouse as custodian for minor children . |
| Mar 15, 2024 | 1,680,119 | 2.0% | Includes 1,577,638 in family trusts (he or spouse has voting/dispositive power), 72,797 in a charitable trust (spouse shares voting/dispositive power), and 29,684 held by spouse as custodian for minor children . |
Unvested restricted stock outstanding at 2024 year-end:
| Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 02/23/2021 | 3,240 | 443,653 |
| 02/22/2022 | 3,734 | 511,297 |
| 02/22/2023 | 3,783 | 518,006 |
| 02/27/2024 | 4,753 | 650,828 |
Alignment policies:
- Stock ownership guidelines: Co-CEOs must own 5x base salary; other NEOs 1x; independent directors 3x annual cash retainer . Hedging is prohibited; pledging discouraged and requires pre-approval—no NEO or director has pledged shares .
Deferred compensation:
- Auxiliary RASP registrant contribution (2024): $32,750; aggregate balance $233,625; aggregate earnings $27,975 .
Employment Terms
- No employment, severance, or change-in-control agreements for executive officers, including Thompson .
- Equity awards carry double-trigger vesting upon change-in-control (no acceleration if assumed; acceleration if not assumed or upon qualifying termination within 18 months); no tax gross-ups; no option/SAR repricing without shareholder approval .
- Executive Officer Clawback Policy compliant with SEC/NYSE rules applies to incentive-based compensation for prior three fiscal years in case of restatement, regardless of misconduct .
- Insider Trading Policy prohibits hedging and discourages pledging; pre-approval required for any pledging and none outstanding among NEOs/directors .
- Retirement benefits via RASP with company match and Auxiliary RASP for IRS limit overflow; deferred compensation plan allows deferral up to 80% salary/bonus with fixed rate or mutual fund returns .
Board Governance
- Elected to AFG Board on Feb 19, 2025; inside director (executive officer). Board committees (Audit, Compensation, Corporate Governance) are entirely independent and chaired by independent directors; Lead Independent Director empowered; independent director executive sessions held regularly .
- Board met eight times in 2025; each incumbent director attended at least 75% of meetings .
- Related party context: Thompson is a part owner of FC Cincinnati; AFG’s transactions with FC Cincinnati (e.g., tickets/merchandise and insurance) were small, on market terms, and pre-approved by the Audit Committee (approx. $76,100 paid in 2024; $569,000 contracted/paid for 2023–2024; $188,500 insurance purchases in 2023) .
Director Compensation (Non-Employee Directors)
- Non-employee director schedule effective July 1, 2024: cash retainer $145,000; annual restricted stock $165,000; Lead Independent Director retainer $30,000; committee chair/member retainers per schedule . Thompson, as an inside director, is not eligible for non-employee director equity under this schedule .
Compensation Peer Group and Say-on-Pay
- Compensation Peer Group used for benchmarking (unchanged in 2024 and 2025): Arch Capital, Assurant, Axis Capital, Chubb, Cincinnati Financial, CNA Financial, Hanover, Hartford, Markel, RenaissanceRe, RLI, Selective Insurance, Travelers, W.R. Berkley .
- AFG does not target a specific percentile against peers; compensation decisions are based on performance and Committee judgment .
- Say-on-Pay approved ~95% in 2024 and ~95% in 2023; annual advisory vote maintained .
Compensation Structure Analysis
- Year-over-year for Thompson: salary rose to $770k (2024) from $700k (2023) and $611k (2022); stock awards increased to ~$600k (2024) from ~$500k (2023/2022); non-equity incentive rose to ~$918k (2024) from ~$633k (2023) and ~$438k (2022) . Equity awards are all restricted stock with 4-year cliff (no options), signaling retention-focused program and lower risk than options; double-trigger CIC provisions and clawback reduce shareholder risk .
Risk Indicators & Red Flags
- Related party transactions with FC Cincinnati involving Thompson as part owner (small amounts, pre-approved, on market terms) .
- No hedging/pledging by NEOs or directors; no tax gross-ups; no employment/CIC agreements—reduces entrenchment concerns .
- Equity plan prohibits option/SAR repricing and evergreen features; one-year minimum vesting policy and no share recycling .
Investment Implications
- High insider ownership and multi-year restricted stock cliff vesting create alignment and retention, with predictable potential supply around vest dates (e.g., 2021 grant vesting in Feb 2025; 2022 in Feb 2026; 2023 in Feb 2027; 2024 in Feb 2028) .
- Performance-linked cash incentives are tied to Great American’s unit results (not AFG’s Annual Bonus Plan), reflecting direct accountability for P&C operations; 2024 payout strength aligns with AFG’s strong core EPS and ROE outcomes .
- Governance mitigants (independent committees, lead independent director, executive sessions, clawback) offset inside-director and family-related independence concerns, while related party transactions remain a monitoring point given FC Cincinnati involvement .
- Absence of employment/CIC agreements and double-trigger equity vesting reduces change-of-control acceleration risk and potential golden parachute concerns .