John B. Berding
AMERICAN FINANCIAL GROUPAbout John B. Berding
John B. Berding (age 62) is President of American Financial Group (AFG) and President of American Money Management Corporation (AMMC), serving as an AFG director since 2012. He became AFG President in June 2023 and has over 30 years of investment management experience across AFG and affiliates, with deep knowledge of AFG’s investment portfolio and strategy . AFG’s 2024 results included Core EPS of $10.75, Core Operating ROE of 19.3%, a 90.9% statutory combined ratio, and capital returned of $791 million (regular and special dividends), with 19.6% growth in book value per share plus dividends and 10-year TSR of 355% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| American Financial Group (AFG) | President; Director | President since Jun-2023; Director since 2012 | Executive leadership and board oversight; contributes investment and portfolio strategy expertise |
| American Money Management Corporation (AMMC) | President | Since Jan-2011 | Leads investment management for AFG and affiliates; prior investment-related executive roles across AFG subsidiaries |
External Roles
- No external public-company directorships or outside roles disclosed in the latest proxy for Mr. Berding.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,044,231 | 1,050,000 | 1,050,000 |
| Perquisites and Other ($) | 220,025 | 276,300 | 416,474 |
Key 2024 perquisites detail:
- Insurance benefits: $46,773
- Aircraft usage: $279,208 (40 personal flight hours per year provision for the President; no tax gross-up)
- Auxiliary and qualified plan contributions: $25,875 (RASP), $32,750 (Aux RASP)
- “Other” (club dues, security, admin, etc.): $31,867
Performance Compensation
2024 Annual Bonus Plan (cash) – structure and results (President metrics aligned with Co-CEOs)
- Metrics and weightings: Operating EPS (34%); Annual ROE (33%); Relative Growth in Book Value per Share vs peer group (GBVPS) (33%) .
- Definitions: Operating EPS (core diluted EPS); Annual ROE (core operating earnings / equity excl. AOCI); Relative GBVPS (book value/share growth excl. AOCI plus dividends, vs peer group) .
- Target dollar components and 2024 payouts for Berding:
| Component | Weight | Target ($) | 2024 Achievement (% of target) | 2024 Payout ($) |
|---|---|---|---|---|
| Operating EPS | 34% | 595,000 | 90.9% | 540,855 |
| Annual ROE | 33% | 577,500 | 133.0% | 768,075 |
| Relative GBVPS | 33% | 577,500 | 110.0% | 635,250 |
| Discretionary | — | — | — | — |
- Total annual bonus: $1,944,180 (111.1% of target; 79.4% of maximum) .
Senior Executive Long-Term Incentive Compensation (LTIC) – cash, 3-year performance
- Metrics (equal weight): 3-year BVPS growth vs plan companies; average annual core ROE over period .
- In-flight targets for Berding: 2023 grant (FY23–FY25) target $1.6m, max $3.2m; 2024 grant (FY24–FY26) target $2.0m, max $4.0m .
- 2022–2024 performance outcomes: BVPS rank 5th vs plan companies → 76.8% of maximum component ($960,000 to Berding); 3-year average ROE 20.1% → maximum component ($1,250,000 to Berding); total $2,210,000 (176.8% of target; 88.4% of max) .
Multi-Year Compensation (Total and mix)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 950,036 | 3,125,187 | 1,125,073 |
| Non-Equity Incentive Plan ($) | 3,953,030 | 2,859,005 | 4,154,180 |
| Total Compensation ($) | 6,167,322 | 7,310,492 | 6,745,727 |
Notes:
- 2023 included an incremental restricted stock grant upon promotion to AFG President in June 2023 (four-year cliff vest) .
- No employment agreements or guaranteed minimums; pay emphasizes objective, formulaic metrics; say-on-pay support ~95% in 2024 .
Equity Ownership & Alignment
Beneficial Ownership and Plans
- Total beneficial ownership: 131,726 common shares (includes 1,899 shares held by family trusts) .
- RASP holdings: 50,330 shares in AFG’s 401(k) RASP attributed to Mr. Berding’s account .
- Hedging/pledging: Hedging prohibited; pledging discouraged and requires pre-approval; no NEO or director has any pledged AFG shares .
- Ownership guidelines: Executive officers (other than Co-CEOs) must own shares ≥ 1× base salary; directors ≥ 3× annual cash retainer .
Unvested Restricted Stock (year-end status)
| Grant Date | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 2/23/2021 | 8,549 | 1,170,615 |
| 2/22/2022 | 7,093 | 971,244 |
| 2/22/2023 | 8,512 | 1,165,548 |
| 6/26/2023 | 17,114 | 2,343,420 |
| 2/27/2024 | 8,912 | 1,220,320 |
- Vesting: AFG uses four-year cliff vesting on restricted shares; the 2024 grants are scheduled to vest in 2028 .
- 2024 shares vested: 9,113 shares; value realized $1,149,149 .
2024 Equity Grants
| Grant Date | Shares | Price ($/sh) | Grant Date Fair Value ($) |
|---|---|---|---|
| 2/27/2024 | 8,912 | 126.58 | 1,128,073 |
Employment Terms
- No employment agreements, severance agreements, or change-in-control agreements for NEOs (including Mr. Berding) .
- Equity awards: double-trigger upon change in control—if awards are assumed/continued and employment ends without cause or for good reason within 18 months, vesting accelerates; if not assumed/continued at a change in control, unvested awards vest immediately .
- Clawback: Executive Officer Clawback Policy compliant with SEC/NYSE rules (restatement-based recoupment of erroneously awarded incentive compensation) .
- Deferred compensation: May defer up to 80% salary/bonus; board-set fixed interest rate (6.0% in 2024) or market fund returns . Berding’s 2024 nonqualified plan data—Registrant contribution: $32,750; Aggregate earnings: $360,738; Year-end aggregate balance: $3,805,460 .
Board Governance (Director Service by Mr. Berding)
- Director since 2012 (management director; not independent under NYSE rules) .
- Committee roles: All key committees (Audit, Compensation, Corporate Governance) are fully independent; as a management director, Berding is not listed as a committee member .
- Board leadership and safeguards: No Board Chair; Lead Independent Director in place with defined authorities; regular executive sessions of independent directors (at least quarterly) .
- Attendance: Each incumbent director attended at least 75% of total Board/committee meetings in 2024 .
- Director compensation: Non-employee directors receive cash retainers and annual restricted stock (e.g., 2024 schedule: $145,000 cash retainer; $165,000 equity; chair/lead independent fees as applicable); employee directors (such as Mr. Berding) are not included in the non-employee director compensation table .
Related Party Transactions and Other Disclosures
- A son-in-law of Mr. Berding is employed by the Company; salary and bonus totaled $174,000 for 2024 (participates in employee benefit plans) .
- No loans to executives; ethics, insider trading, and governance policies disclosed in proxy .
Compensation Committee, Peer Group, and Say-on-Pay
- Independent compensation consultant: Pay Governance advised on 2024 plan redesign (metrics and structure); assessed independence (no conflicts) .
- Compensation peer group (unchanged in 2024) includes: Arch Capital, Assurant, Axis, Chubb, Cincinnati Financial, CNA, Hanover, Hartford, Markel, RenaissanceRe, RLI, Selective, Travelers, W.R. Berkley .
- Benchmarking: Peer data used as a reference; no fixed percentile targets for total pay or components .
- Say-on-Pay support: ~95% approval in 2024 .
Investment Implications
- Alignment and risk controls: Pay is heavily performance-based with objective annual and long-term metrics (Operating EPS, ROE, relative BVPS); no employment/CIC agreements; equity uses four-year cliff vesting and double-trigger CIC provisions; hedging prohibited and no pledging reported—supporting alignment with shareholders and moderating downside governance risk .
- Retention and supply considerations: Significant unvested restricted stock from 2023–2024 grants (notably 17,114 shares from the June-2023 promotion grant vesting in 2027; 8,912 shares from 2024 vesting in 2028) suggests ongoing retention hooks; monitor vesting windows as potential liquidity events (e.g., 9,113 shares vested in 2024) .
- Pay-for-performance signal: 2024 annual bonus paid above target (driven by ROE and relative BVPS beats) and LTIC paid at 88.4% of max for the 2022–2024 cycle (maximum on ROE, strong relative BVPS), indicating realized compensation was directly linked to outperformance on core value-creation metrics .
All data above is drawn from AFG’s 2025 DEF 14A Proxy Statement (filed April 4, 2025). See citations after each item.