S. Craig Lindner
AMERICAN FINANCIAL GROUPAbout S. Craig Lindner
S. Craig Lindner (age 70) is Co-Chief Executive Officer (since Jan 2005) and a director of American Financial Group (AFG) (director since 1985). He oversees AFG’s investment portfolio and is heavily involved in capital management and strategic planning; previously he led the annuity business until its 2021 sale and served as President of AMMC until 2011 . 2024 performance context: Operating EPS $10.75; net income ~$887mm; AFG’s cumulative TSR turned a hypothetical $100 into $207.26 vs $222.43 for the S&P P&C peer index, underscoring strong but slightly below-peer shareholder returns for the period shown . Multi‑year fundamentals improved: revenues and EBITDA rose in 2022–2024 (see table; S&P Global data).
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $6,575,000,000* | $7,183,000,000* | $7,762,000,000* |
| EBITDA ($) | $1,317,000,000* | $1,271,000,000* | $1,319,000,000* |
| Operating EPS (Reported) | $10.75 | ||
| Net Income ($mm) | $887 | ||
| Cumulative TSR value of $100 (AFG) | $207.26 | ||
| Cumulative TSR value of $100 (Peer Index) | $222.43 | ||
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| American Financial Group | Co-CEO | 2005–present | Co-leads strategy; enterprise risk; capital allocation . |
| American Financial Group | Co-President | 1996–Jun 2023 | Senior operating leadership alongside Co-CEO . |
| Great American Financial Resources, Inc. | President; then CEO | >10 years as President pre‑2018; CEO from 2018 until sale in 2021 | Led annuity operations; executed divestiture in 2021 . |
| American Money Management Corp. (AMMC) | President | >10 years until 2011 | Ran investment management; continues to oversee AFG portfolio . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in the proxy for Mr. Lindner . |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,250,000 | 1,250,000 | 1,250,000 |
| All Other Compensation ($) | 1,740,770 | 1,855,942 | 1,738,584 |
| • Insurance (Auto/Home) | 600,000 | ||
| • Aircraft Usage | 945,707 | ||
| • RASP + Auxiliary RASP contributions | 25,875 + 32,750 | ||
| • Other perqs (clubs, security, admin) | 134,252 |
Notes:
- Base salary and target values for the Co‑CEOs have not increased over the last four years per Compensation Committee disclosure .
- Company maintains median employee pay ratio disclosure; 2024 Co‑CEO ratio: 117:1 .
Performance Compensation
Annual Bonus Plan – structure and 2024 results
- Metrics and weights for Co‑CEOs: Operating EPS (34%), Annual ROE (33%), Relative Annual Growth in Book Value/Share vs Compensation Peer Group (33%) .
- 2024 performance ranges: EPS thresholds set at <$8.80 = 0% to $12.10+ = 150% of target for Co‑CEOs; ROE thresholds <12% = 0% to ≥20% = 150%; relative GBVPS: target if top third; max if first among peers .
| Metric | Weight | Target | Actual | Payout vs Target | Payout ($) |
|---|---|---|---|---|---|
| Operating EPS | 34% | $11.00 100% | $10.75 | 90.9% | $710,838 |
| Annual ROE | 33% | 16% 100% | 19.3% | 141.3% | $1,072,467 |
| Relative Annual GBVPS | 33% | Top third=100% | Achieved | 112.5% | $853,875 |
| Total Annual Bonus | 100% | $2,300,000 target | 114.7% of target | $2,637,180 |
Long-Term Incentive Compensation (Senior Executive LTIC)
- Three-year cash plan with two equally weighted metrics: (1) BVPS growth vs broader “plan companies”; (2) average annual Core ROE; each component pays 0–200% of target, combined capped at 200% of target .
- 2022–2024 cycle outcomes: AFG ranked 5th on BVPS vs plan companies (76.8% of max) and achieved 20.1% average ROE (max); Co‑CEO award per person $4,420,000 (176.8% of target = 88.4% of max) .
| LTIC Cycle | Metric (50/50) | Target/Max Hurdles | Result | Payout |
|---|---|---|---|---|
| 2022–2024 | BVPS growth vs plan cos | Target ~top 37.5%; Max = first | 5th rank (76.8% of max) | $1,920,000 |
| 2022–2024 | Avg annual Core ROE | Min 11%, Max 15.25%+ | 20.1% (Max) | $2,500,000 |
| 2022–2024 | Total | $4,420,000 |
Equity Grants (Restricted Stock; four-year cliff)
| Grant Date | Shares Granted | Closing Price | Grant-Date FV ($) | Vesting |
|---|---|---|---|---|
| 2/27/2024 | 11,882 | $126.58 | $1,504,012 | 4-year cliff; dividends + voting rights during vest |
| 2023/2022/2021 | See outstanding awards below | Cliff vest 4 years post-grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 5,317,719 shares (6.4% of outstanding) as of Mar 17, 2025; includes multiple trusts/foundations interests . |
| Shares in 401(k)/RASP | 114,582 shares (included above) . |
| Unvested restricted shares outstanding (by grant) | 13,498 (2/23/2021), 11,200 (2/22/2022), 11,349 (2/22/2023), 11,882 (2/27/2024); total 47,929; market values disclosed per grant . |
| Scheduled vesting dates (cliff) | 2021 grant vests 2/23/2025; 2022: 2/22/2026; 2023: 2/22/2027; 2024: 2/27/2028 (all four-year cliff per plan) . |
| Stock awards vested in 2024 | 14,389 shares; $1,814,453 value realized; no option exercises . |
| Options | Company has granted restricted stock (not options) since 2016; no option awards reported for S.C. Lindner in 2024 and no exercises . |
| Hedging/Pledging | Hedging prohibited; pledging discouraged and requires pre-approval; no NEO or director has any shares pledged . |
| Ownership guidelines | Co‑CEOs must hold ≥5x base salary in AFG shares . |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | None; no individual severance or CIC agreements for NEOs . |
| Equity vesting on CIC | Double-trigger: if awards are assumed/continued, acceleration only upon qualifying termination within 18 months; if not assumed, unvested awards vest on CIC; performance awards paid at target (or max if no target) if not assumed . |
| Clawback | SEC/NYSE-compliant clawback for executive officers (3-year lookback) plus broader recoupment policy for senior management; applies regardless of misconduct if restatement occurs . |
| Tax gross-ups | No executive officer tax gross-ups for perquisites; none for CIC . |
| Non-compete / non-solicit | Not specified in proxy for Co‑CEOs; equity plan includes “Cause” definitions and forfeiture provisions . |
| Deferred comp | Auxiliary RASP contributions ($32,750 in 2024); aggregate deferred balances $8,444,101 for S.C. Lindner . |
Board Governance
| Item | Detail |
|---|---|
| Board service | Director since 1985; Co‑CEO since 2005 . |
| Independence | Executive director (not independent); all standing committees are fully independent and chaired by independent directors . |
| Committees | Co‑CEOs are not listed as members of Audit, Compensation, or Corporate Governance Committees in the nominee table . |
| Lead Independent Director | Gregory G. Joseph (Lead); independent executive sessions held at least quarterly; additional sessions with Co‑CEOs at least twice annually . |
| Attendance | Board met 8 times in 2025; each incumbent director attended ≥75% of assigned meetings; all directors attended prior annual meeting . |
| Compensation Committee | Members: Mary Beth Martin (Chair), Amy Y. Murray, William W. Verity; Pay Governance engaged as independent consultant; independence affirmed . |
| Say‑on‑Pay | 2024 approval ~95%; frequency vote favored annual in 2023 (~98%) . |
| Director pay (non‑employee) | Cash retainer $145,000; annual RS grant $165,000; Lead Independent retainer $30,000; selected committee retainers (Audit Chair $15,000, etc.)—note: does not apply to executive directors . |
Multi‑Year Compensation Summary (S. Craig Lindner)
| ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 1,250,000 | 1,250,000 | 1,250,000 |
| Stock Awards (RS) | 1,500,128 | 1,500,054 | 1,500,013 |
| Non‑Equity Incentive (Annual + LTIC) | 8,146,970 | 5,308,570 | 7,057,180 |
| All Other Compensation | 1,740,770 | 1,855,942 | 1,738,584 |
| Total | 12,637,868 | 9,914,566 | 11,545,777 |
Compensation Structure Analysis
- Alignment: 100% objective performance metrics for Co‑CEOs in both annual (EPS, ROE, relative BVPS) and three‑year LTIC (relative BVPS, ROE); minimal discretion drives high pay‑performance sensitivity .
- Mix and risk: Equity grants are restricted stock with four‑year cliff vesting (retention lever) and dividends; the Company has used RS (not options) since 2016, lowering “out-of-the-money” risk and potential repricing issues .
- Policy strength: No employment/CIC agreements; double‑trigger equity; no hedging, no pledging without pre‑approval (none outstanding); SEC/NYSE‑compliant clawback plus broader recoupment .
- Shareholder feedback: Say‑on‑Pay support ~95% in 2024; Committee levered up ROE and relative BVPS in 2024 plan redesign after 2023 below‑target results on prior metrics .
Investment Implications
- Insider alignment and supply: With ~6.4% beneficial ownership and no share pledges, Mr. Lindner’s interests are closely tied to TSR and dividend policy; upcoming RS cliff‑vests (Feb 2025/26/27/28) could create periodic selling windows but 2024 showed no option exercise activity and vested stock was modest vs total holdings .
- Pay-for-performance triggers: 2024 annual bonus paid at ~115% of target on strong ROE and relative BVPS; LTIC 2022–2024 paid at ~177% of target, emphasizing multi‑year BVPS ranking and ROE ≥15.25%; downside if ROE compresses or relative BVPS slips vs peers .
- Governance risk mitigants: Absence of executive severance/CIC packages, stringent clawback, and independent committees temper governance risk from dual executive/board roles; presence of a strong lead independent director and regular executive sessions further mitigates independence concerns .
- Performance context: AFG generated Operating EPS of $10.75 in 2024 and returned nearly $800mm to shareholders (regular + special dividends); disciplined capital returns remain a lever for compensation outcomes and investor yield .