Evans N. Nwankwo
AMERICAN FINANCIAL GROUPAbout Evans N. Nwankwo
Independent director of American Financial Group (AFG) since 2020; age 66. Founder and President of Megen Construction Company with ~40 years in commercial construction; notable for delivering Ohio’s first LEED Platinum build and operating a top‑ten minority‑owned business in Greater Cincinnati. Community leadership includes founding NuWay Foundation (H.O.P.E.) and chairing Ambassadors for Self Determination; prior board roles at American Red Cross (Cincinnati Chapter) and University of Cincinnati College of Arts & Sciences. The Board cites his entrepreneur/operator background and distinct perspective on risk assessment and management as valuable to AFG’s governance.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Megen Construction Company | Founder & President | ~40 years | First LEED Platinum builder in Ohio; specialty in CM/design-build/general contracting/program mgmt. |
| NuWay Foundation | Founder | Not disclosed | H.O.P.E. initiative: health, opportunity, pure water, education programs in African villages. |
| Ambassadors for Self Determination | Board Chairman | Not disclosed | Supports regions working toward self‑determination of governance. |
| American Red Cross (Cincinnati Chapter) | Director | Not disclosed | Community service and disaster relief governance. |
| Univ. of Cincinnati College of Arts & Sciences | Director | Not disclosed | Academic oversight support. |
External Roles
| Organization | Type | Role | Public Company? |
|---|---|---|---|
| Megen Construction Company | Private (construction) | Founder & President | No public listing disclosed. |
| NuWay Foundation | Non‑profit | Founder | No. |
| Ambassadors for Self Determination | Non‑profit | Board Chairman | No. |
| American Red Cross (Cincinnati Chapter) | Non‑profit | Director (prior) | No. |
| Univ. of Cincinnati College of Arts & Sciences | Academic | Director (prior) | No. |
Board Governance
| Item | 2023 | 2024 | 2025 |
|---|---|---|---|
| Board Meetings Held | 9 | — | 8 |
| Attendance ≥75% of assigned meetings | Yes (incumbents) | — | Yes (incumbents) |
| Independence status | Independent | Independent | Independent |
| Committee assignments | Corporate Governance Committee Member | Corporate Governance Committee Member | Corporate Governance Committee Member |
| Committee chairs | None disclosed | None disclosed | None disclosed |
| Lead Independent Director | Gregory G. Joseph | Gregory G. Joseph | Gregory G. Joseph |
| Independent director executive sessions | 4 in year | 4 in year | — |
- AFG’s key committees (Audit, Compensation, Corporate Governance) are entirely independent and chaired by independent directors.
- Annual third‑party Board and committee self‑evaluations; ongoing director education.
Fixed Compensation
| Compensation Element | Amount |
|---|---|
| Board Member Annual Retainer | $145,000 (effective 7/1/2024) |
| Lead Independent Director Retainer | $30,000 |
| Audit Committee Chair Annual Retainer | $15,000 |
| Compensation Committee Chair Annual Retainer | $5,000 |
| Corporate Governance Committee Chair Annual Retainer | $5,000 |
| Audit Committee Non‑Chair Member Annual Retainer | $10,000 |
| Attendance Fee per Day for Offsite Meetings | $2,000 |
2024 actual director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Award ($) | Total ($) |
|---|---|---|---|
| Evans N. Nwankwo | $150,500 | $165,000 | $315,500 |
- Non‑employee director ownership guideline: hold Company shares valued at least 3x annual cash retainer (target set/updated; five‑year compliance window).
Performance Compensation
| Component | Terms / Metrics |
|---|---|
| Annual Restricted Stock Award (Directors) | $165,000 grant value (2024); director equity grants made annually on/around June 1. |
| Eligible Award Types (Directors) | Restricted stock only under Amended & Restated 2015 Stock Incentive Plan; directors not eligible for options, SARs, stock units, or free stock awards. |
| Vesting / Design | Restricted stock awards issued subject to transfer restrictions and vesting as set by the Compensation Committee; employee grants have four‑year cliff vesting—director vesting terms determined by Committee at grant. |
| Change of Control | Double‑trigger vesting: no acceleration unless awards aren’t continued/converted, or if continued/converted and the participant is terminated without cause or quits for good reason within 18 months post‑CoC. |
| Clawback | All awards subject to clawback/forfeiture to the extent required by applicable law and AFG’s Executive Officer Clawback Policy. |
| Plan Protections | No share recycling; no evergreen; no option/SAR repricing; no discounted options/SARs. |
| Share Pool | 2,182,909 shares authorized for issuance under Amended Plan as of 3/17/2025; amendment added non‑employee directors as participants without requesting more shares. |
Other Directorships & Interlocks
| Category | Disclosed |
|---|---|
| Current public company boards | None disclosed in AFG proxy biography. |
| Private/non‑profit boards | NuWay Foundation; Ambassadors for Self Determination; prior roles at American Red Cross (Cincinnati) and University of Cincinnati A&S. |
| Interlocks/related exposures | No related‑person transactions disclosed involving Mr. Nwankwo; all related party transactions reviewed/approved by the Audit Committee under policy. |
- Notable unrelated party exposures: small transactions with auto dealerships affiliated with director Gregory Joseph (immaterial, pre‑approved), and FC Cincinnati relationships linked to Carl H. Lindner III and David L. Thompson Jr.; neither involves Mr. Nwankwo.
Expertise & Qualifications
- Founder/operator perspective in construction and capital project governance; risk assessment/management lens valued by the Board.
- Community/international development leadership through NuWay Foundation and Ambassadors for Self Determination.
Equity Ownership
| Metric | As of 3/15/2024 | As of 3/17/2025 |
|---|---|---|
| Common Shares Beneficially Owned | 3,685 | 4,964 |
| Percent of Class | <1% (*) | <1% (*) |
| Shares Pledged as Collateral | None (Company policy indicates no director has pledged Company shares) | |
| Hedging | Prohibited for directors and executive officers. | |
| Ownership Guideline | ≥3x annual cash retainer for independent directors. |
Governance Assessment
- Alignment and independence: Independent director; member of Corporate Governance Committee; committees fully independent and chaired by independent directors; annual third‑party Board evaluations and regular independent executive sessions support effective oversight.
- Attendance/engagement: Incumbent directors achieved at least 75% attendance in 2023 and 2025; Board met 9 times (2023) and 8 times (2025), indicating regular cadence.
- Ownership and incentives: Director pay mix includes meaningful equity via annual restricted stock grants and robust ownership guidelines; hedging prohibited and pledging discouraged with required pre‑approval (none pledged).
- Pay governance signals: Annual say‑on‑pay support strong at ~95% in 2024 and 2023, reinforcing investor confidence in AFG’s compensation governance.
RED FLAGS
- None disclosed specific to Mr. Nwankwo: no related‑party transactions; no pledging; no governance attendance shortfalls reported.
Monitoring items
- Equity award administration transitioned to Amended Plan for directors; continue tracking vesting terms and any changes in director equity policy.