Gregory G. Joseph
AMERICAN FINANCIAL GROUPAbout Gregory G. Joseph
Gregory G. Joseph, 62, is AFG’s Lead Independent Director and Chair of the Audit Committee. He has served on AFG’s Board since 2008. An attorney by training, he is an executive and principal of the Joseph Automotive Group (Greater Cincinnati) and previously served as lead director at Infinity Property & Casualty (public insurer acquired by Kemper in 2018) from 2007–2008, with board service there from 2003–2008 . As Lead Independent Director, he is empowered to set agendas with management, run executive sessions, and act as liaison between independent directors and the Co‑CEOs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Joseph Automotive Group | Executive and Principal | Not disclosed (current) | Executive leadership, automotive retail operations (private) |
| Infinity Property & Casualty Corporation | Director; Lead Director (last two years) | 2003–2008 | Public insurer board experience; lead director 2007–2008 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Xavier University | Trustee | Since 2005 | Private university board service (Cincinnati) |
Board Governance
- Board structure and leadership
- Lead Independent Director (appointed annually) with defined authorities (agenda consultation, information flow review, exec session leadership, shareholder communication when appropriate) .
- Board has no chairperson; Lead Independent Director structure used to balance CEO leadership and independent oversight .
- Committee leadership and composition
- Audit Committee: Chair (Joseph); 9 meetings in 2024; all members independent; two members designated “audit committee financial experts” (Newport and Von Lehman) .
- Committee memberships table confirms Joseph chairs Audit; he is not listed on Compensation or Corporate Governance Committees .
- Attendance and engagement
- Board met 8 times in 2025; each incumbent director attended at least 75% of total Board and committee meetings; all directors attended last year’s annual meeting .
- Independent director executive sessions held regularly; four sessions during 2024; led by the Lead Independent Director .
- Majority voting and resignation policy for directors who fail to receive a majority of votes cast .
Fixed Compensation (Director)
| Element | Amount ($) | Notes |
|---|---|---|
| Board Member Annual Retainer | 145,000 | Increased by $5,000 effective July 1, 2024 |
| Lead Independent Director Retainer | 30,000 | Increased by $5,000 effective July 1, 2024 |
| Audit Committee Chair Retainer | 15,000 | Audit chair does not also receive member retainer |
| Offsite Meeting Attendance Fee (per day) | 2,000 | As applicable |
| 2024 Cash Fees – G.G. Joseph (Actual) | 193,000 | As reported in director compensation table |
Performance Compensation (Director Equity)
| Feature | Details |
|---|---|
| Annual Equity Grant (Joseph – 2024 reported value) | $165,000 restricted stock award |
| Grant Timing | Historically on/about June 1 each year for non‑employee directors |
| Award Type | Non‑employee directors are eligible only for restricted stock under the Amended & Restated 2015 Stock Incentive Plan (as amended) |
| Vesting | Minimum one‑year vesting requirement (Plan Section 4.3) |
| Change in Control | Double‑trigger vesting; no tax gross‑ups |
| Clawback | Awards subject to applicable clawback/recoupment policies |
| Aggregate Director Grants | 10,232 restricted shares to all non‑employee directors in 2024 (11,288 in 2023; 9,144 in 2022) |
| Director Pay Cap | Aggregate compensation (cash + equity) per non‑employee director limited to $900,000 per year (grant-date fair value; max payout assumption) |
| Hedging/Pledging | Hedging prohibited; pledging discouraged and requires pre‑approval; no director has pledged shares |
Other Directorships & Interlocks
| Entity | Relationship/Role | Potential Interlock/Transaction | 2024 Amounts/Notes |
|---|---|---|---|
| Infinity Property & Casualty Corporation (public; acquired by Kemper in 2018) | Former Director; Lead Director last two years | Prior public company board service; not an ongoing interlock | Service 2003–2008 |
| FC Cincinnati (MLS) | Family connection: a brother of Joseph is part owner; Director David L. Thompson also part owner | AFG purchased tickets/merchandise ($76,100) and sold insurance to FC Cincinnati via subsidiaries ($112,000); terms comparable to third parties | Transactions reviewed; amounts disclosed for 2024 |
| Joseph Automotive Group affiliates | Joseph is executive/part owner | AFG purchased/serviced vehicles at affiliated dealerships; small amounts pre‑approved by Audit Committee; deemed not material for independence | Considered in independence determinations |
Expertise & Qualifications
- Governance leadership: Lead Independent Director with broad authorities; presides over independent director executive sessions and supports agenda/information flow quality .
- Financial reporting oversight: Audit Committee Chair; committee includes two SEC‑defined “financial experts” (Newport, Von Lehman) and oversees ICFR, auditor independence, and risk (including cyber) .
- Industry and board experience: Former lead director of a public insurance company (Infinity), providing relevant insurance/holding company experience .
- Business/operations background: Executive and principal in automotive retail; attorney .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Notes |
|---|---|---|---|
| Gregory G. Joseph | 122,564 shares | * (<1%) | As of March 17, 2025 |
| Ownership Breakdown (included in above) | — | — | 68,009 shares via companies where he’s a minority shareholder and serves as officer/director; 3,000 shares via a family partnership (25% interest); 5,645 shares as trustee for family trusts; 334 shares held by spouse |
| Disclaimed (not included) | 88,310 shares | — | Held by Mr. Joseph’s father; Joseph holds power of attorney; he disclaims beneficial ownership |
| Pledged Shares | None | — | No director or NEO has pledged shares under policy |
| Director Ownership Guideline | ≥3x annual Board retainer within five years | — | Applies to non‑employee directors |
Board Governance Assessment (Investor‑relevant Signals)
- Positives
- Strong independent leadership: Lead Independent Director role is clearly empowered and active; Board holds regular independent executive sessions (four in 2024) .
- Robust audit oversight: As Audit Chair, Joseph leads oversight of ICFR, auditor independence, earnings releases, and enterprise risk (including cyber); committee is fully independent; two members designated “financial experts” .
- Alignment features: Director compensation includes a material equity component (restricted stock), a formal ownership guideline (≥3x retainer), clawbacks, double‑trigger CIC; hedging prohibited; pledging discouraged and none outstanding .
- Shareholder support backdrop: Say‑on‑Pay approval ~95% in 2024, indicating broad support for compensation governance practices (context for overall governance environment) .
- Watch items
- Related‑party sensitivities: AFG’s purchases from Joseph‑affiliated dealerships (small amounts) and family ties to FC Cincinnati where AFG has minor commercial transactions; all reviewed/approved and disclosed as immaterial, but ongoing monitoring is prudent given optics .
- Audit Chair not designated “financial expert”: Two other committee members carry the SEC “financial expert” designation; investors may consider whether the chair role benefits from explicit expert designation (though not required) .
- No independent chair: Company relies on Lead Independent Director structure; while common, some investors prefer an independent chair—mitigated here by a well‑defined LID role .
Director Compensation (2024 Actual – Joseph)
| Component | Amount ($) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | 193,000 | 2024 Director Compensation table |
| Stock Award (Restricted Stock) | 165,000 | 2024 Director Compensation table |
| All Other Compensation | — | 2024 Director Compensation table |
| Total | 358,000 | 2024 Director Compensation table |
Additional Program Features (Directors)
| Topic | Detail |
|---|---|
| Annual Director Compensation Review | Corporate Governance Committee reviews program annually; for 2024, increased Board retainer to $145k, equity grant to $165k, and Lead Independent retainer to $30k, effective July 1, 2024; benchmarking uses the same Compensation Peer Group as NEOs plus broader market data |
| Peer Group Reference | Compensation Peer Group used for benchmarking (list provided in CD&A for NEOs; governance indicates same group used for directors) |
Related‑Party Exposure (Disclosure Summary)
- Automotive dealerships affiliated with companies where Joseph is an executive/part owner provided vehicles/servicing to AFG; amounts were small, pre‑approved by the Audit Committee, and deemed not material for independence; Board determined Joseph independent .
- FC Cincinnati: AFG bought tickets/merchandise ($76,100) and sold insurance ($112,000) under third‑party terms; principal investor of FC Cincinnati is Co‑CEO Carl Lindner III; AFG Director David L. Thompson and Joseph’s brother are part owners; transactions disclosed and reviewed .
Committee Context
- Audit Committee responsibilities include financial reporting oversight, ICFR, auditor independence, earnings releases, ERM (incl. privacy, cybersecurity, environmental and social risks), and related‑party transactions review/approvals .
- Compensation Committee and Corporate Governance Committee are fully independent; Board committees are chaired solely by independent directors .
Meeting Activity (2024–2025)
| Body | Meetings | Notes |
|---|---|---|
| Board of Directors (2025) | 8 | Each incumbent director ≥75% attendance; all attended prior annual meeting |
| Audit Committee (2024) | 9 | Chaired by Joseph |
| Compensation Committee (2024) | 6 | Independent composition |
| Corporate Governance Committee (2024) | 5 | Oversees board evaluations and succession |
| Independent Director Executive Sessions (2024) | 4 | Led by Lead Independent Director |
Overall: Joseph’s governance profile shows strong independence and engagement signals—Lead Independent Director authority, active Audit Chair role, robust director ownership/anti‑hedging, and consistently disclosed, well‑controlled related‑party exposures. Continued monitoring of related‑party optics (automotive affiliates; FC Cincinnati) and the choice to keep the Audit Chair role without explicit “financial expert” designation are reasonable focus points for investors .