Roger K. Newport
AMERICAN FINANCIAL GROUPAbout Roger K. Newport
Independent director since 2024; age 60. Former CEO (2016–Mar 2020) and prior CFO/Controller of AK Steel; retired at the Cleveland-Cliffs acquisition. Recognized as an “audit committee financial expert” under SEC guidelines; board determined he is independent. Also serves on Alliant Energy’s board (Audit Committee, previously Chair; Nominating & Governance) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AK Steel Holding Corporation | Chief Executive Officer and Director | Jan 2016 – Mar 2020 | Led through sale to Cleveland-Cliffs; prior service as Executive VP, Finance & CFO; Controller & Chief Accounting Officer; VP Business Planning & Development; Assistant Treasurer, IR |
| AK Steel Holding Corporation | Executive VP, Finance & CFO | Prior to 2016 (dates not specified) | Principal financial officer oversight; capital markets experience |
| AK Steel Holding Corporation | Controller & Chief Accounting Officer | Prior to CFO (dates not specified) | Principal accounting officer; internal control and reporting |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Alliant Energy Corporation | Director | Since 2018 | Audit Committee (previously Chair); Nominating & Governance Committee |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 9 times in 2024 .
- Financial expertise: Designated “audit committee financial expert” by the board .
- Independence and attendance: Board determined he is independent; each incumbent director attended ≥75% of Board and committee meetings; Board met 8 times in 2025 .
- Director stock ownership guidelines: Non-employee directors must own ≥3× annual cash retainer within five years of first annual restricted stock grant or a guideline change .
- Executive sessions: Independent directors held 4 executive sessions in 2024, led by the Lead Independent Director .
- Related-party transaction oversight: Audit Committee reviews/approves related-person transactions; no Newport-related transactions disclosed .
Fixed Compensation
2024 Director Compensation Schedule (effective July 1, 2024)
| Compensation Element | Amount ($) |
|---|---|
| Board Member Annual Retainer | 145,000 |
| Lead Independent Director Retainer | 30,000 |
| Audit Committee Chair Annual Retainer | 15,000 |
| Compensation Committee Chair Annual Retainer | 5,000 |
| Corporate Governance Committee Chair Annual Retainer | 5,000 |
| Audit Committee Non-Chair Member Annual Retainer | 10,000 |
| Attendance Fee per Day (Offsite Meetings) | 2,000 |
| Annual Restricted Stock Award | 165,000 |
- 2024 adjustments: +$5,000 to Board retainer (to $145,000), +$5,000 to annual restricted stock award (to $165,000), +$5,000 to Lead Independent Director retainer (to $30,000) .
Roger K. Newport – 2024 Compensation Paid
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 135,500 |
| Stock Award (fair value) | 165,000 |
| All Other Compensation | — |
| Total | 300,500 |
Performance Compensation
| Equity Component | Award Type | Grant Timing | Vesting/Terms |
|---|---|---|---|
| Annual director equity grant | Restricted stock | Annually on/around June 1 | Directors receive restricted stock under plan; non-employee directors are not eligible for options/RSUs/SARs; plan provides double-trigger change-of-control vesting; clawback to extent required by law/policy. Vesting schedule for director grants not specified in proxy . |
- Non-employee directors eligible only for restricted stock under the Amended and Restated 2015 Stock Incentive Plan; no options, SARs, RSUs, or stock awards; no repricing; no discounted options; no evergreen; no share recycling; awards subject to clawback; double-trigger vesting on change-of-control .
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Exposure |
|---|---|---|
| Alliant Energy Corporation | Current public company directorship | Utility operations; no AFG-related party transactions disclosed tied to Newport . |
- Board considered small related-party transactions (e.g., vehicle purchases/services via Mr. Joseph’s affiliated dealerships) and FC Cincinnati relationships tied to other directors/executives; none involve Newport per disclosures .
Expertise & Qualifications
- Principal executive, financial, accounting roles across large, complex public company; qualifies as SEC “audit committee financial expert” .
- Independence affirmed by board under NYSE standards .
- Experience in finance, accounting, internal controls, investor relations, strategic planning .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Roger K. Newport | 2,279 | * (<1%) | As of Mar 17, 2025; director ownership guidelines require ≥3× annual retainer within five years; no pledging by directors per policy . |
- Insider trading/hedging: Hedging prohibited; pledging discouraged and requires pre-approval; no director or NEO has pledged shares .
Governance Assessment
- Board effectiveness and alignment: Newport strengthens audit oversight with deep CFO/CEO and accounting experience; designated financial expert; serves on Audit Committee; independence confirmed; attendance expectations met, supporting confidence in oversight .
- Incentives and alignment: Director pay balanced between cash retainer and time-vested restricted stock; ownership guidelines target meaningful skin-in-the-game over a five-year horizon .
- Risk controls and red flags: No Newport-related related-party transactions disclosed; strong policies on clawbacks, hedging/pledging, and double-trigger equity vesting; no options granted to directors—limits repricing risk .
- Shareholder signals: Say-on-Pay support ~95% in 2024; frequency vote ~98% favored annual in 2023—indicates broad investor confidence in compensation governance .
RED FLAGS: None disclosed specific to Newport (no related-party transactions, no pledged shares, independence affirmed, audit financial expert status) .