Mark A. Weiss
Senior Vice President and General Counsel and Chief Compliance Officer at 
AMERICAN FINANCIAL GROUP
AMERICAN FINANCIAL GROUPExecutive
About Mark A. Weiss
Senior Vice President, General Counsel and Chief Compliance Officer at American Financial Group (AFG). Elected SVP & General Counsel effective December 1, 2022; Chief Compliance Officer since 2020; joined AFG in 2010 after serving as a partner at Keating Muething & Klekamp PLL in corporate/transactional law. Age 58 per the 2025 proxy’s executive roster . 2024 corporate performance that informed incentive outcomes: Operating EPS $10.75, annual core ROE 19.3%, growth in GBVPS plus dividends (ex-AOCI) 19.6%, and ~$800M returned to shareholders via $246M regular and $545M special dividends .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Financial Group | Senior Vice President & General Counsel; Chief Compliance Officer | 2022–present (GC), 2020–present (CCO) | Oversees corporate legal and compliance functions |
| American Financial Group | Vice President & Assistant General Counsel | 2010–2022 | Advanced through legal leadership roles since 2010 |
| Keating Muething & Klekamp PLL | Partner (corporate/transactional law) | Pre-2010 | External legal experience relevant to AFG’s corporate activities |
External Roles
- Not disclosed in the company’s proxy biography beyond prior law firm partnership .
Fixed Compensation
Multi-year compensation (NEO disclosure):
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Salary | 540,000 | 560,000 |
| Stock Awards (grant-date accounting value) | 320,128 | 380,116 |
| All Other Compensation | 79,785 | 81,257 |
| Total Reported Compensation | 1,166,345 | 1,445,263 |
All Other Compensation – 2024 breakdown (Weiss):
- Insurance: $14,052; RASP (qualified) contribution: $25,875; Auxiliary RASP (nonqualified) contribution: $21,879; Other perqs: $19,451; total: $81,257 .
Deferred compensation and nonqualified plan balances – 2024:
- Company Auxiliary RASP contribution: $21,879; aggregate earnings: $28,329; year-end aggregate balance: $247,255 .
Performance Compensation
Annual Bonus Plan structure (Weiss):
- Weighting: Operating EPS 20%; Annual ROE 20%; Relative Annual GBVPS 20%; Discretionary 40%; paid in cash in Q1 following performance year .
- 2024 metric hurdles: Operating EPS target $11.00 for 100% payout (max at ≥$12.10); Annual ROE target 16% for 100% payout (max ≥20%); Relative GBVPS requires top third vs Compensation Peer Group for target; maximum requires first among peers .
2024 component results and payouts:
| Component | Weight | Target ($) | Company Result | Payout % of Target | Payout ($) |
|---|---|---|---|---|---|
| Operating EPS | 20% | 76,000 | $10.75 vs $11.00 target | 90.9% | 69,084 |
| Annual ROE | 20% | 76,000 | 19.3% vs 16% target | 120.6% | 91,656 |
| Relative Annual GBVPS | 20% | 76,000 | Top-third threshold for target; AFG GBVPS +19.6% | 106.25% | 80,750 |
| Discretionary | 40% | 152,000 | CEO evaluation of individual performance | 120.0% | 182,400 |
| Total | 100% | 380,000 | — | 111.6% of target | 423,890 |
Restricted stock (long-term stock-based incentive):
- Grants on 2/27/2024: 3,011 shares; closing price $126.58; grant-date fair value $381,116; four-year cliff vesting; holders have full voting and dividend rights during vesting .
- Outstanding unvested restricted shares at 12/31/2024: 1,620 (2/23/2021), 1,419 (2/22/2022), 2,422 (2/22/2023), 3,011 (2/27/2024); total 8,472; market values $221,827, $194,304, $331,644, $412,296, respectively .
- Vested in 2024: 1,727 shares; value realized on vesting $217,775 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 19,501 common shares (<1% of class); includes 9,367 shares held in trust |
| Unvested equity overhang | 8,472 restricted shares outstanding with four-year cliff vesting by grant cohort |
| Options | No options reported in outstanding awards table; AFG has awarded solely restricted stock to employees since 2016 and expects to continue to do so |
| Ownership guidelines | NEOs must own ≥1× base salary in AFG shares |
| Hedging/pledging | Hedging prohibited; pledging discouraged and requires pre-approval; no NEO or director has pledged shares |
| Insider trading policy | Comprehensive policy governs trading windows and restrictions; General Counsel office contacts listed (including Mark Weiss) |
Employment Terms
- No individual employment, severance, or change-in-control agreements for NEOs, including Mr. Weiss .
- Equity awards have “double-trigger” change-in-control protection: if assumed/continued, vesting accelerates only upon qualifying termination within 18 months post-CIC; if not assumed/continued, unvested awards vest at CIC; performance awards vest at target (or maximum if no target) when applicable .
- Clawback: Executive Officer Clawback Policy compliant with SEC/NYSE rules; recovery of erroneously awarded incentive compensation for three completed fiscal years preceding a required restatement; applies regardless of misconduct; broader recoupment applies to senior management performance awards .
- For-cause provisions in plan allow termination of outstanding awards upon a for-cause termination as defined .
- No executive officer tax gross-ups for perquisites; no repricing of options/SARs without shareholder approval .
Investment Implications
- Pay-for-performance alignment: Annual cash incentives for Weiss are driven 60% by Operating EPS, ROE, and relative GBVPS, with the remaining 40% discretionary; 2024 paid at 111.6% of target on strong ROE and book value growth, aligning with shareholder value creation metrics disclosed by AFG (Operating EPS $10.75; ROE 19.3%; GBVPS +19.6%) .
- Retention risk and selling pressure: Four-year cliff vesting on all restricted stock and an outstanding 8,472 unvested shares create staggered vest cliffs; upcoming maturities can coincide with open windows and may contribute to mechanical liquidity needs, though hedging is prohibited and pledging is tightly controlled with no pledges outstanding .
- Governance risk low: No employment/CIC agreements, double-trigger equity, robust clawback, no tax gross-ups, and strong 2024 say-on-pay support (~95%) mitigate compensation/governance red flags .
- Ownership alignment: Personal ownership (19,501 shares) is modest relative to the Lindner family’s significant holdings but coupled with required 1× salary ownership and continued RS grants supports alignment; no options usage and a preference for time-vested RS reduces risk-taking incentives .
Appendix: Additional Data Tables
Summary Compensation Detail (Weiss)
| Component | 2023 | 2024 |
|---|---|---|
| Salary ($) | 540,000 | 560,000 |
| Non-Equity Incentive Plan ($) | 226,432 | 423,890 |
| Stock Awards ($) | 320,128 | 380,116 |
| All Other Compensation ($) | 79,785 | 81,257 |
| Total ($) | 1,166,345 | 1,445,263 |
Outstanding Restricted Stock Awards (as of 12/31/2024)
| Grant Date | Unvested Shares (#) | Market Value ($) | Vesting Terms |
|---|---|---|---|
| 2/23/2021 | 1,620 | 221,827 | Four-year cliff vesting from grant date |
| 2/22/2022 | 1,419 | 194,304 | Four-year cliff vesting from grant date |
| 2/22/2023 | 2,422 | 331,644 | Four-year cliff vesting from grant date |
| 2/27/2024 | 3,011 | 412,296 | Four-year cliff vesting from grant date |
2024 Director/Officer Compensation Governance Highlights
- “What we don’t do”: No guaranteed minimums for performance-based incentives; no executive officer tax gross-ups; no hedging; no pledging absent pre-approval; no individual employment/CIC agreements; no plans encouraging excessive risk .
- “What we do”: At-risk mix; double-trigger CIC; four-year cliff vesting; independent consultant; robust share ownership guidelines; absolute and relative metrics in incentives; broad recoupment .