Jesse E. Merten
President, Property-Liability at ALL
Executive
About Jesse E. Merten
Jesse E. Merten, age 51, is a long-tenured Allstate executive who served as Executive Vice President and Chief Financial Officer from September 1, 2022 to September 30, 2025 and became President, Property-Liability effective October 1, 2025 . His prior roles include President, Financial Products (May 2020–Sept 2022), Executive Vice President and Chief Risk Officer, and Treasurer of The Allstate Corporation and Allstate Insurance Company . During his CFO tenure, Allstate’s 2024 results improved markedly: revenue reached $64.1B (+12.3% YoY), net income was $4.6B, and shareholder total return was 40.6% for 2024, supported by Transformative Growth execution and capital actions . As CFO, he led cost reduction initiatives, managed enterprise capital, and executed portfolio moves including the sale of Group Health for $1.25B and a combined $3.25B for Health and Benefits businesses .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Allstate Corporation / AIC | President, Property-Liability | Oct 2025–present | Elevated to lead the Property-Liability business as Transformative Growth enters next phase; comp terms set at $900K base, 225% target cash incentive, 400% target equity; equity grant scheduled Oct 3, 2025 . |
| The Allstate Corporation / AIC | EVP & Chief Financial Officer | Sept 2022–Sept 2025 | Led enterprise capital and financial management; drove cost reduction initiatives and capital allocation; executed divestitures and supported dividend/repurchase strategy . |
| Allstate Insurance Company (AIC) | President, Financial Products | May 2020–Sept 2022 | Led Financial Products; transitioned to CFO in Sept 2022 . |
| Allstate Insurance Company (AIC) | EVP & Chief Risk Officer (and Treasurer roles) | Dec 2017–May 2020 (CRO); Treasurer of The Allstate Corporation (Jan 2015–Apr 2019) and AIC (Feb 2015–May 2019) | Built and oversaw risk and return frameworks; treasury leadership supporting capital structure and liquidity . |
External Roles
No public company directorships or external roles disclosed for Merten in Allstate’s proxy statements (Appendix C – Executive Officers) .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 | Role-Change Terms (effective Oct 1, 2025) |
|---|---|---|---|---|
| Base Salary ($) | $594,178 | $765,000 | $805,096 | $900,000 (President, Property-Liability) |
| Target Annual Incentive (% of Salary) | 125% (set during 2022) | 125% | Not restated separately in 2025 SCT; program-wide NEO target structures maintained; actual paid shown below | 225% |
| Target Equity Incentive (% of Salary) | 300% | 300% | Program maintained with increased weighting to PSAs and inclusion of RSUs for NEOs (not CEO) | 400% |
Performance Compensation
| Component | Metric | Weighting | Target | Actual/Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Annual Cash Incentive (2023) | Overall corporate results with reduction for negative net income | Plan funded 100% then reduced to 50% for negative net income | 125% of salary | $478,125 (50% of target) | Cash; paid per annual plan terms |
| Annual Cash Incentive (2024) | Market-Facing Businesses + Investments (70%); Performance Net Income (30%) | Program funded 188.1% overall | N/A | $3,036,325 (SCT actual for 2024) ; program funding 188.1% | Cash; payout reflects strong 2024 profitability |
| Long-Term Incentives (2023 grant) | PSAs (Avg Performance Net Income ROE 50%; Relative TSR 30%; Transformative Growth 10%; IDE 10%); Stock Options; RSUs (for NEOs) | See metrics | Equity grant accounting value $1,451,458 (PSAs) + $918,005 (options) | Granted at target equity (300–325% peers for NEOs); vesting by plan | PSAs 3-year; options per equity plan; RSUs included for NEOs starting 2024 |
| PSA Results (2021–2023 cycle) | Composite of metrics above | — | Target | 31% vested (below target due to auto margins in 2022–2023) | 3-year performance period |
| PSA Results (2022–2024 cycle) | Composite of metrics above | — | Target | 62.2% vested (below target given prior-year net income impacts) | 3-year performance period |
| Role-change equity terms (Oct 2025) | Mix at new role | 60% PSAs, 20% options, 20% RSUs | Equity grant $57,000 | Grant date Oct 3, 2025 | Standard vesting; RSUs typically time-based |
Multi‑Year Compensation (SCT reported)
| Item ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | $594,178 | $765,000 | $805,096 |
| Stock Awards | $905,628 | $1,451,458 | $3,045,688 |
| Option Awards | $556,708 | $918,005 | $719,984 |
| Non‑Equity Incentive Plan Compensation | $346,233 | $478,125 | $3,036,325 |
| Change in Pension Value & NQDC Earnings | $22,648 | $65,351 | $77,676 |
| All Other Compensation | $25,760 | $26,970 | $27,570 |
| Total | $2,451,155 | $3,704,909 | $7,712,339 |
| Total Without Change in Pension Value | $2,428,507 | $3,639,558 | $7,634,663 |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (as of Mar 1, 2025) | 28,492 common shares | Includes shares in plans and indirect holdings within 60 days |
| Options Exercisable by Apr 30, 2025 | 40,055 | Listed in ownership table |
| RSUs within 60 days | 0 | Directors hold RSUs; officer RSUs shown separately |
| Ownership Multiple (as of Dec 31, 2024) | Requirement: 4x salary; Actual: 6.8x | Counts owned shares and unvested RSUs; excludes unvested PSAs and options |
| Pledging/Hedging | Prohibited; no pledged shares disclosed | Hedging and pledging banned absent exception; none pledged as of Mar 1, 2025 |
| Holding Requirement | Hold 75% of net shares until guideline met (applies broadly) | Stock ownership policy for senior executives |
Employment Terms
- Change‑in‑Control: Cash severance equals 2x base salary plus 2x target annual incentive; equity vests on an accelerated basis only with termination without cause or for good reason within two years post‑CIC (double trigger). No excise tax gross‑up .
- Clawbacks: Mandatory Dodd‑Frank clawback for restatements and discretionary clawback adopted July 2024 allowing recovery of incentive compensation (including time‑based awards) for improper conduct causing reputational or economic harm .
- Hedging/Pledging: Officers, directors, and employees prohibited from hedging or pledging Allstate securities; senior executives/directors cannot pledge absent specific exception .
- Employment Agreements: Allstate highlights best practices and does not use employment agreements for executive officers .
Performance & Track Record
| Company Performance during Merten’s CFO tenure | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($) | $57.1B | $64.1B |
| Net Income ($) | $(316)M (net loss) | $4.6B |
| Adjusted Net Income ($) | $251M | $4.9B |
| Shareholder Total Return | Not stated | 40.6% for 2024 |
- CFO execution: Cost reductions and capital management noted in compensation discussion; successful capital actions included planned and completed divestitures totaling $3.25B, and dividend increase to $1.00 with $1.5B repurchase authorization in Q1 2025, supporting strong ROE and share returns .
Compensation Structure Analysis
- Mix and risk: For 2024, approximately 84% of other NEO compensation was at-risk and performance‑based (CEO 92%), with program changes reducing option weighting and increasing PSAs/RSUs for NEOs; CEO awards exclude time‑based RSUs .
- Annual plan sensitivity: 2023 annual cash incentives were cut to 50% due to negative net income despite formulaic 100% funding, evidencing pay-for-performance discipline; 2024 funding rose to 188.1% on sharply improved profitability .
- Long‑term plan outcomes: PSA cycles paid below target (31% for 2021–2023; 62.2% for 2022–2024), indicating real risk in equity pay tied to ROE, TSR, and growth metrics .
- Governance safeguards: Robust clawbacks, prohibition of hedging/pledging, double‑trigger CIC vesting, and ownership requirements align incentives with shareholder outcomes .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited; none pledged for Merten as of March 1, 2025 .
- Option Repricing: Not permitted under compensation governance practices .
- Related‑party transactions: None identified since the beginning of 2024 .
- Say‑on‑Pay: Program communicated and engaged with shareholders; specific approval percentages not disclosed in excerpts; board recommends FOR .
Say‑on‑Pay & Shareholder Feedback
- Active engagement and program adjustments (e.g., reduced option weighting beginning 2024; TSR metric maintained; ownership and clawback enhancements) reflect responsiveness to investor input .
Compensation Peer Group
Peer benchmarking and target pay at ~50th percentile; TSR evaluated relative to disclosed peers in PSA design .
Investment Implications
- Alignment: Merten exceeds stock ownership requirements (6.8x vs 4x), with prohibitions on hedging/pledging and strong clawbacks, signaling alignment and lower governance risk .
- Pay sensitivity: Below‑target PSA outcomes and 2023 annual incentive cut demonstrate real downside when profit falls, while 2024 payouts surged with improved margins—expect compensation to remain highly sensitive to underwriting profitability and ROE .
- Retention/transition: His promotion to President, Property‑Liability with higher incentive leverage (225% cash, 400% equity) increases at‑risk exposure to segment execution; CIC terms (2x salary+bonus; double trigger) are standard and do not include problematic features (no tax gross‑ups) .
- Trading signals: No pledging and ownership above guidelines reduce forced‑selling risk; however, vesting from PSA cycles and scheduled equity grants (Oct 3, 2025) can create routine transaction flow—monitor Form 4s around vest/exercise windows for potential selling pressure .
Citations: