Michelle A. Gillis
Senior Vice President, Chief Human Resources Officer and Chief Administrative Officer at 
AMERICAN FINANCIAL GROUP
AMERICAN FINANCIAL GROUPExecutive
About Michelle A. Gillis
Senior Vice President, Chief Human Resources Officer and Chief Administrative Officer at American Financial Group (AFG). Age 56 (as of the 2025 proxy). She became CAO in March 2013 and was appointed CHRO in 2022, overseeing human resources (talent management and total rewards), as well as corporate marketing/branding, real estate and shared services; she holds an SPHR credential from HRCI . Company performance context: AFG reported an annualized core operating ROE of 15.5% in Q2 2025, underscoring sustained profitability amid disciplined underwriting and capital management . 2025 say‑on‑pay support was 68.7M for vs 5.5M against, indicating continued shareholder approval of the compensation program .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Financial Group | Senior Vice President & Chief Administrative Officer | 2013–present | Oversees HR, corporate marketing/branding, real estate, and shared services . |
| American Financial Group | Chief Human Resources Officer | 2022–present | Leads talent management and total rewards across AFG . |
| Great American Insurance Company (AFG subsidiary) | Senior HR management roles | 2004–2013 | Held various senior HR positions supporting insurance operations . |
| Financial services sector (prior employers) | Senior HR roles | Pre‑2004 | Senior HR roles in financial services prior to GAIC . |
Fixed Compensation
| Metric (USD) | 2019 | 2020 | 2021 |
|---|---|---|---|
| Base salary | $390,770 | $425,077 | $426,539 |
| Target bonus ($) | — | $285,000 | $300,000 |
| Actual bonus paid (Non‑Equity Incentive Plan) | $310,174 | $232,933 | $375,000 |
| All other compensation | $61,482 | $51,281 | $69,297 |
| Total reported compensation | $1,082,589 | $1,029,354 | $1,190,905 |
Notes:
- AFG discloses no individual employment agreements or change‑in‑control agreements for executive officers .
- No guaranteed minimums for performance‑based cash incentives; broad clawback/recoupment policies apply .
Performance Compensation
Annual Bonus Plan
- Structure: Performance‑based annual cash bonus under the Company’s Annual Bonus Plan; for Gillis, disclosed target and realized payouts shown above .
- Governance: No guaranteed minimums; broad recoupment policy beyond executive officers .
Long‑Term Incentives (Equity)
- LTI vehicle: Time‑based restricted shares (RSUs) that cliff‑vest after 4 years; holders have voting and dividend rights during vesting .
- Company ceased granting stock options after 2015; legacy options remain outstanding and were generally exercisable by 12/31/2020 .
RSU Grants (Selected)
| Grant date | Shares granted | Grant date fair value | Vesting terms |
|---|---|---|---|
| 2/25/2020 | 3,070 | $312,557 | 4‑year cliff; expected vest 2/25/2024 |
| 2/23/2021 | 2,880 | $320,918 | 4‑year cliff; expected vest 2/23/2025 |
Outstanding Equity Awards (as of FY2021 year‑end)
| Instrument | Grant date | Terms | Year‑end status / amount |
|---|---|---|---|
| Stock options | 2/24/2014 | Strike $50.81; expire 2/24/2024 | 2,376 options outstanding/exercisable |
| Stock options | 2/23/2015 | Strike $49.15; expire 2/23/2025 | 8,417 options outstanding/exercisable |
| Stock options | 2/23/2015 | Strike $56.85; expire 2/23/2025 | 1,758 options outstanding/exercisable |
| RSUs (unvested) | 2/21/2018 | RSUs, 4‑yr cliff | 2,840 unvested; $389,989 MV |
| RSUs (unvested) | 2/26/2019 | RSUs, 4‑yr cliff | 3,225 unvested; $442,857 MV |
| RSUs (unvested) | 2/25/2020 | RSUs, 4‑yr cliff | 3,070 unvested; $421,572 MV |
| RSUs (unvested) | 2/23/2021 | RSUs, 4‑yr cliff | 2,880 unvested; $395,482 MV |
Change‑in‑Control (CIC) Treatment (Plan‑level)
- Double‑trigger vesting: If awards are assumed/continued at CIC and the employee is terminated without cause or resigns for good reason within 18 months post‑closing, options/SARs vest, RSUs vest, and performance awards pay at target; if awards are not assumed at CIC, immediate vesting/payout at target applies . Proxy also affirms double‑trigger equity vesting upon a change of control and no executive tax gross‑ups .
Equity Ownership & Alignment
Beneficial Ownership (Historical reference)
| As of | Common shares beneficially owned | % of class |
|---|---|---|
| March 15, 2022 | 59,236 | <1% |
- Ownership guidelines: Co‑CEOs must hold 5x base salary; other NEOs and Company senior management must hold 1x base salary in Company shares .
- Hedging/pledging: Hedging prohibited; pledging discouraged and requires pre‑approval; “No NEO or director has any Company shares pledged” .
- RSU dividends: Holders of restricted shares have voting and dividend rights during vesting .
Implications:
- Four‑year cliff RSUs create lumpy vesting events (potential selling pressure around vest dates), while legacy options nearing expiry may prompt exercises dependent on moneyness .
Employment Terms
- No individual employment agreements, severance agreements, or change‑in‑control agreements with executive officers .
- CIC equity: Double‑trigger treatment as described above; plan prohibits repricing of underwater options without shareholder approval .
- Clawbacks: Executive Clawback Policy for executive officers and a broader recoupment policy applicable to senior management beyond executive officers .
- Perquisites/tax: No executive officer tax gross‑ups for perquisites .
Deferred Compensation (select disclosure)
| Plan year (reported) | Registrant contributions | Aggregate earnings | Aggregate balance |
|---|---|---|---|
| 2021 | $18,473 | $24,545 | $196,408 |
Say‑on‑Pay (context for alignment)
| Meeting date | For | Against | Abstain | Broker non‑votes |
|---|---|---|---|---|
| May 22, 2025 | 68,693,090 | 5,485,631 | 108,853 | 2,931,408 |
Investment Implications
- Pay‑for‑performance alignment: Gillis’ package emphasizes at‑risk pay via annual performance cash and multi‑year RSUs (no stock options granted since 2015), with double‑trigger CIC protection and robust clawbacks—structurally aligned with shareholder interests and risk control .
- Vesting/selling pressure: Four‑year cliff RSUs concentrate liquidity events on vesting dates (e.g., 2020 and 2021 grants vesting in 2024 and 2025), a potential source of periodic insider selling pressure independent of near‑term fundamentals .
- Retention risk: Extended cliff‑vesting and ongoing executive ownership guidelines support retention; absence of individual severance/CIC contracts reduces guaranteed exit economics but plan‑level double‑trigger equity vesting provides meaningful protection, balancing retention with governance .
- Skin‑in‑the‑game: Historical direct ownership (<1%) is modest vs. founders/CEOs but consistent with staff executive roles; hedging is prohibited, and pledging is effectively constrained—limiting misaligned risk transfer and signaling conservative governance .
- Execution context: AFG’s strong profitability (e.g., 15.5% annualized core ROE in Q2 2025) and solid say‑on‑pay outcomes suggest the compensation framework remains credible with investors; monitoring of RSU vesting calendars and any Form 4 activity around those dates can refine near‑term trading signals .