William W. Verity
AMERICAN FINANCIAL GROUPAbout William W. Verity
Independent director of American Financial Group (AFG), age 66, serving on AFG’s Board since 2002, and currently Chair of the Corporate Governance Committee and member of the Compensation Committee . He is Chairman & CEO of Verity Investment Partners (since 2002) with prior roles including Partner at Pathway Guidance LLC, Chairman & CEO of ENCOR Holdings, and corporate finance associate at Alex. Brown & Sons; he previously served on the Board of Chiquita Brands International . The Board has affirmatively determined Verity is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verity Investment Partners | Chairman & CEO | Since 2002 | Asset-management leadership cited by AFG as qualification for Governance and Compensation Committees |
| Pathway Guidance LLC | Partner | Prior to 2002 | Executive consulting experience supports governance and compensation insight |
| ENCOR Holdings, Inc. | Chairman & CEO | Prior role (dates not disclosed) | Led product/manufacturing companies; executive experience noted as Board qualification |
| Alex. Brown & Sons | Associate, Corporate Finance | Prior role (dates not disclosed) | Investment banking background |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Chiquita Brands International, Inc. | Director | Prior (dates not disclosed) | International food products marketer/distributor |
Board Governance
- Committee assignments: Corporate Governance Committee Chair; Compensation Committee member .
- Independence: Board determined Verity is independent under NYSE standards .
- Attendance: Board met eight times in 2025; each incumbent director attended at least 75% of Board and committee meetings; all Directors attended last year’s annual meeting .
- Executive sessions and lead director: AFG holds regular (at least quarterly) executive sessions of independent directors and at least twice annually sessions with Co-CEOs; Lead Independent Director is Gregory G. Joseph with defined authorities .
| Year | Committee | Role | Meetings |
|---|---|---|---|
| 2024 | Corporate Governance | Chair | 5 |
| 2024 | Compensation | Member | 6 |
| 2023 | Corporate Governance | Chair | 2 |
| 2023 | Compensation | Member | 8 |
Fixed Compensation
| Element | Amount ($) | Effective Date/Notes |
|---|---|---|
| Board Member Annual Retainer | 145,000 | Effective July 1, 2024 (increase of $5,000) |
| Corporate Governance Committee Chair Retainer | 5,000 | Effective July 1, 2024 |
| Compensation Committee Chair Retainer | 5,000 | Effective July 1, 2024 (for chair; Verity is member) |
| Audit Committee Chair Retainer | 15,000 | Effective July 1, 2024 |
| Audit Committee Non-Chair Member Retainer | 10,000 | Effective July 1, 2024 |
| Attendance Fee per Day for Offsite Meetings | 2,000 | Effective July 1, 2024 |
| Lead Independent Director Retainer | 30,000 | Effective July 1, 2024 |
| 2024 Director Compensation (Verity) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 147,500 |
| Stock Award | 165,000 |
| All Other Compensation | — |
| Total | 312,500 |
- Program governance: Corporate Governance Committee annually reviews director compensation using the same peer group as NEOs and market data; Board approved modest increases in 2024 .
Performance Compensation
| Director Equity Award Terms | Policy/Amount |
|---|---|
| Annual Restricted Stock Award (Directors) | $165,000 (effective July 1, 2024) |
| Grant Timing (Directors) | On or about June 1 annually |
| Vesting Minimum | No earlier than the first anniversary of grant; performance period ≥1 year for performance awards |
| Change-in-Control | Double-trigger; no tax gross-ups |
| Clawback/Recoupment | Awards subject to clawback as required by applicable law |
| Options/SARs | Directors not eligible for options/SARs under amended plan; restricted stock only |
| Repricing | No repricing of options/SARs without shareholder approval |
| Non-Employee Director Compensation Cap | $900,000 per calendar year (aggregate cash + equity with grant-date fair value at maximum payout) |
| Aggregate Director Restricted Shares Granted | 2024: 10,232; 2023: 11,288; 2022: 9,144 (non-employee directors, total) |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public company boards | None disclosed beyond AFG |
| Prior public boards | Chiquita Brands International (Director) |
| Committee interlocks | Serves on Compensation Committee and chairs Corporate Governance Committee (which recommends director compensation) |
| Related-party transactions | None disclosed for Verity; independence affirmed |
Expertise & Qualifications
- Principal executive officer of an investment management firm; over 30 years of executive and Board experience with complex asset management issues; executive consulting background supporting governance and compensation matters .
- Board qualification explicitly cites fit for Corporate Governance and Compensation Committees .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Percent of Class | As of |
|---|---|---|---|
| William W. Verity | 11,736 | * (<1%) | March 17, 2025 |
- Director stock ownership guidelines: Independent directors must own at least three times the annual Board retainer within five years after first annual restricted stock award or after any increase in target; updated to 3x in 2023 and reaffirmed post-2024 retainer increase .
- Pledging/hedging: Not specifically disclosed for Verity in the cited ownership section .
Governance Assessment
- Strengths and signals supporting investor confidence:
- Independence affirmed; chairs Corporate Governance and serves on Compensation, indicating strong governance involvement .
- Board practices include regular executive sessions of independent directors and an empowered Lead Independent Director, enhancing oversight .
- Director pay structure balanced with substantial equity component; annual restricted stock awards and ownership guidelines align director interests with shareholders .
- Equity plan features double-trigger change-in-control, clawback, prohibition on repricing/discounted options, and an annual cap on director compensation—shareholder-friendly protections .
- Shareholder engagement on pay: Say-on-Pay approved with approximately 95% support in 2024; annual advisory vote customary .
- Potential risk indicators to monitor:
- Committee overlap: As Corporate Governance Chair, Verity helps recommend director compensation, while also serving on the Compensation Committee overseeing executive pay; scrutiny of peer group use and pay philosophy is warranted though this structure is disclosed and standard at AFG .
- No specific related-party transactions disclosed for Verity; ongoing independence determinations mitigate conflict concerns .
- Attendance and engagement:
- Board met eight times in 2025; each incumbent director attended at least 75% of the total Board and committee meetings; all Directors attended the prior annual meeting .
Overall, Verity presents as an experienced, independent director with deep asset-management and governance expertise, leading the Corporate Governance Committee and contributing to Compensation oversight with clear alignment mechanisms and robust plan safeguards in place .