John I. Von Lehman
AMERICAN FINANCIAL GROUPAbout John I. Von Lehman
Independent director since 2008 (age 72). Former EVP, CFO, Secretary and director of The Midland Company (public specialty insurer) and career CPA (Haskins & Sells, predecessor to Deloitte). Recognized by AFG’s board as an SEC “audit committee financial expert.” Service record emphasizes P&C insurance operations, capital allocation and financial reporting control expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Midland Company (public specialty insurer) | EVP, CFO, Secretary, Director | ~18 years; retired 2007 | Led financial reporting, investment oversight, capital management; developed internal control/risk assessment expertise |
| Haskins & Sells (predecessor to Deloitte) | Certified Public Accountant | Early career | Financial statement preparation/audit experience |
| Ohio National Mutual Funds | Director; Chair, Audit Committee | Through 2016 | Chaired audit; fund board oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ohio National Mutual Funds | Director; Audit Chair | Past (through 2016) | Mutual fund complex governance; audit leadership |
| Cincinnati-area charities | Board/engagement | Ongoing | Community roles referenced (not public companies) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under NYSE standards |
| Committee assignments (current) | Audit Committee (member); Corporate Governance Committee (member) |
| Audit Committee financial expert | Yes (designated by Board) |
| Committee activity (2024) | Audit: 9 meetings; Compensation: 6; Corporate Governance: 5 |
| Board meetings | Board met 8 times in 2025; all incumbents ≥75% attendance at Board/committee meetings served |
| Lead Independent Director | Gregory G. Joseph; regular executive sessions of independent directors |
| Hedging/pledging policy | Hedging prohibited; pledging discouraged and pre-approval required; no director has pledged shares |
| Related-party transactions oversight | Audit Committee reviews/approves all related-person transactions; no 2024 transactions involving Von Lehman disclosed |
Fixed Compensation
| Element (non-employee directors) | Amount (effective July 1, 2024) |
|---|---|
| Annual Board retainer (cash) | $145,000 |
| Lead Independent Director retainer | $30,000 |
| Audit Committee Chair retainer | $15,000 |
| Audit Committee member retainer | $10,000 |
| Compensation/Corporate Governance Chair retainers | $5,000 each |
| Offsite meeting fee (per day) | $2,000 |
| John I. Von Lehman – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 152,500 |
| Stock award (annual restricted stock) | 165,000 |
| All other compensation | 0 |
| Total | 317,500 |
Notes:
- Director compensation reviewed annually against AFG’s executive Compensation Peer Group and broader market; modest increases approved mid-2024 to retainer and annual stock award (+$5,000 each) .
- Director stock ownership guideline: ≥3× annual cash retainer within five years .
Performance Compensation
| Feature | Design |
|---|---|
| Director equity vehicle | Annual restricted stock (time-based) |
| Vesting | Restricted stock; directors historically received grants under Directors Plan; moving to Amended 2015 Plan upon approval. Awards subject to time-based vesting; no performance metrics |
| Change-in-control treatment | Double-trigger for equity (no single-trigger acceleration) |
| Clawback | Awards subject to clawback/forfeiture to extent required by law and policy |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Considerations |
|---|---|---|
| None disclosed (current public company boards) | — | No current public company interlocks disclosed for Von Lehman |
Expertise & Qualifications
- CPA background; deep experience in SEC financial reporting, internal control over financial reporting, and risk assessment (qualifies as SEC “audit committee financial expert”) .
- Insurance sector expertise (P&C operations, investment portfolio oversight, capital allocation) from Midland tenure .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Class | Pledged? |
|---|---|---|---|
| March 17, 2025 | 13,622 | <1% | None (company states no director has pledged shares) |
| March 15, 2024 | 12,343 | <1% | None (company states no director has pledged shares) |
Ownership guideline: ≥3× annual cash retainer within five years (company does not disclose individual compliance status) .
Insider Trades (Form 4)
| Trade Date | Type | Shares | Price | Value | Post-Trade Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-03-18 | Sale | 2,542 | $125.67 | $319,441 | 11,080 | https://openinsider.com/insider/Von-Lehman-John-I/1105805 |
| 2024-02-22 | Sale | 1,773 | $125.48 | $222,476 | 12,343 | https://openinsider.com/insider/Von-Lehman-John-I/1105805 |
| 2025-06-01 | Director equity award (reported as option/stock award) | 1,383 | n/a | n/a | 12,463 | https://www.secform4.com/insider-trading/1042046.htm |
Notes:
- Pattern shows modest sales; also annual director equity awards reported on Form 4 (non-cash “option/stock award” entries reflect restricted stock grants) .
Say-on-Pay & Shareholder Feedback (context)
- 2024 Say-on-Pay approved with ~95% support; similar ~95% in 2023, indicating broad investor backing of compensation program .
- 2023 annual meeting director election results (illustrative): Von Lehman received 71,823,549 “For” vs. 3,089,804 “Withheld” (broker non-votes 2,923,431) .
Related-Party Transactions (conflicts check)
- Company policy: Audit Committee reviews all related-party transactions; approval evidenced via committee resolutions .
- 2024 disclosed related-party items involved Lindner family/affiliates and FC Cincinnati; no transactions involving Von Lehman disclosed .
- Board affirmed Von Lehman’s independence after considering relationships/materiality standards .
Governance Assessment
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Strengths:
- Independent director with deep financial and insurance expertise; designated audit committee financial expert .
- Service on Audit and Corporate Governance Committees supports board effectiveness in risk, controls and stewardship .
- Director pay mix includes substantial equity (restricted stock), aligning interests; robust stock ownership guideline (3× cash retainer) .
- Strong governance controls: no hedging; pledging restricted and currently none by directors; double-trigger CIC on equity .
-
Watch items:
- Periodic open-market sales (2024–2025) are modest; monitor for any acceleration or pattern change around sensitive periods .
- Company leadership structure concentrates influence among Co-CEOs and family shareholders; independent committee oversight mitigations in place (contextual to board, not specific to Von Lehman) .
No red flags identified specific to Von Lehman regarding related-party exposure, pledging, or attendance; independence affirmed and committee workload/engagement evidenced by meeting counts and ≥75% attendance threshold disclosures .