Mary Beth Martin
AMERICAN FINANCIAL GROUPAbout Mary Beth Martin
Mary Beth Martin (age 62) has served on AFG’s Board since 2019. She is Executive Director of the Farmer Family Foundation (since 2007) and previously spent 20+ years in banking and commercial real estate leading commercial real estate, private bank, trust, and asset management groups at regional banks; the Board cites her financial, investment, and commercial real estate experience as core credentials . The Board affirms she is an independent director under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmer Family Foundation (Cincinnati, OH) | Executive Director | 2007–present | Manages philanthropic goals and oversees grant investments |
| Regional banking institutions | Leadership roles in CRE, private bank, trust, and asset management | 20+ years (prior to 2007) | Led commercial real estate, private bank, trust, and asset management groups |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accelerate Great Schools | Director; Secretary & Treasurer | Not disclosed | Board/financial oversight in education-focused nonprofit |
| Teach for America Ohio | Director | Not disclosed | Nonprofit board service |
| Ohio Excels | Director | Not disclosed | Education advocacy board service |
Board Governance
- Committee assignments and leadership: Chair, Compensation Committee; Member, Corporate Governance Committee .
- Independence: Determined independent by the Board under NYSE standards .
- Attendance: Board met 8 times in 2025; each incumbent director attended at least 75% of total Board and committee meetings to which they were appointed .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Lead Independent Director framework in place; all key committees comprised entirely of independent directors .
| Committee | Role | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Compensation | Chair | 6 | Pay-for-performance oversight; CEO goals and pay; stock/incentive plans; clawback policy oversight |
| Corporate Governance | Member | 5 | Board/committee succession, director comp, annual self-evaluations, stewardship/sustainability |
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Cash fees (Board/Chair/meeting fees) | $155,500 |
| Stock award (annual director restricted stock) | $165,000 |
| Total | $320,500 |
Context on 2024/2025 program:
- Effective July 1, 2024: Board member annual retainer $145,000; Compensation Committee Chair retainer $5,000; annual restricted stock award $165,000; Audit Committee non-chair member $10,000; Lead Independent Director retainer $30,000 .
Performance Compensation
Director equity compensation is time-based restricted stock; non-employee directors are not eligible for options, SARs, stock units, or performance awards under the amended plan . Key plan features:
| Feature | Term |
|---|---|
| Award type for directors | Restricted stock only |
| Vesting | Time-based; (employees use 4-year cliff; directors’ awards issued annually; no outstanding director awards as of proxy date) |
| Change-in-control | Double trigger; if awards continued/assumed, no acceleration unless qualifying termination within 18 months; if not assumed, vest on CIC |
| Clawback | Awards subject to clawback/forfeiture as required by law and Company policy |
| Repricing/discounts | No option/SAR repricing or discounting without shareholder approval; directors ineligible for options/SARs |
| Share recycling | Prohibited (no add-back for tax/price-withheld shares, etc.) |
Note: AFG emphasizes that director annual equity grants are a substantial portion of director compensation .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Martin in AFG’s proxy biography |
| Compensation Committee interlocks | None – no member of AFG’s Compensation Committee (which Ms. Martin chairs) was an AFG officer in 2024; no reciprocal interlocks disclosed |
Expertise & Qualifications
- Financial, investment, and commercial real estate expertise; senior leadership in banking, private banking, trust, and asset management .
- Nonprofit governance experience (Accelerate Great Schools—Secretary/Treasurer; Teach for America Ohio; Ohio Excels) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 8,811 shares (as of Mar 17, 2025) |
| % of shares outstanding | “*” (less than 1%) per company table |
| Outstanding director equity awards | None outstanding as of proxy date |
| Stock ownership guidelines (directors) | Required to own shares ≥ 3x annual Board retainer within five years |
| Hedging/pledging policy | Hedging prohibited; pledging discouraged and requires pre-approval; no director has pledged shares |
Governance Assessment
-
Positives
- Independent director chairing the Compensation Committee, with sole authority to retain independent advisors; Pay Governance engaged and deemed independent .
- Strong shareholder support on Say-on-Pay (95% in 2024), indicating investor alignment with compensation oversight .
- Robust governance practices: all key committees are fully independent; annual third-party board/committee self-evaluations; regular executive sessions; director education .
- Director equity paid in restricted stock with double-trigger CIC and clawback features; no options/SARs for directors—limits risk and aligns with long-term ownership .
-
Watch items
- Board composition includes multiple Lindner family members and significant family ownership (~20% with Co-CEOs and family), which can amplify controlling influence (not specific to Ms. Martin). Ms. Martin’s independent leadership on the Compensation Committee remains an important counterbalance .
- Related-party transactions on the Board primarily involve other directors/executives (e.g., FC Cincinnati, Joseph-affiliated auto dealerships); no related-party exposure disclosed for Ms. Martin .
-
Engagement and attendance signals
- Board met eight times in 2025 with all incumbent directors meeting the 75% attendance threshold; independent directors held four executive sessions in 2024 .