John E. Dugenske
Interim Chief Financial Officer at ALL
Executive
About John E. Dugenske
President, Investments and Corporate Strategy at Allstate; responsible for the company’s investment portfolio and corporate strategy . In November 2025, he also served as Interim Chief Financial Officer alongside his Investments role, signaling expanded scope over capital allocation and financial reporting . Company performance context used for pay decisions: in 2024 Allstate delivered $64.1B in total revenues (+12.3% YoY) and $4.6B net income, with improved underwriting and investment results; the “value of $100” TSR reached $194 vs $200 for peers, reflecting strong relative performance recovery . He exceeds stock ownership guidelines (required 4x salary; actual 7.0x), supporting alignment with shareholders .
Past Roles
| Organization | Role | Period Evidenced in Filings | Strategic Impact |
|---|---|---|---|
| The Allstate Corporation | President, Investments and Financial Products | Referenced in 2021–2022 proxies | Led investment portfolio; advanced strategic repositioning including life/annuity divestiture, integration of health/benefits, and delivered investment returns substantially above expectations . |
| The Allstate Corporation | President, Investments and Corporate Strategy | Referenced in 2023–2025 proxies | Managed investment portfolios with an enterprise approach; supported Transformative Growth and strategy; delivered better-than-benchmark investment returns amid proactive risk/return management . |
| The Allstate Corporation | Interim Chief Financial Officer (concurrent) | Announced Nov 2025 | Oversaw capital position and investor communications; cited adjusted net income ROE of 34.7% LTM and capital return activity (repurchases/dividends) . |
Fixed Compensation
| Year | Base Salary ($) | Target Annual Bonus (% of Salary) | Comments |
|---|---|---|---|
| 2024 | 875,000 | 200% (raised from 150%) | Salary unchanged in 2024; committee increased incentive targets to reflect responsibility and market data . |
| 2023 | 870,192 | 150% | Target levels referenced for 2023 compensation . |
| 2022 | 844,808 | 150% | Target levels referenced for 2022 compensation . |
Performance Compensation
Annual Incentive (Cash)
- Design and funding: Corporate pool based on Market-Facing Businesses + Investments (70%) and Performance Net Income (30%) with 0–200% interpolation; 2024 pool funded at 188.1% of target . Dugenske’s 2024 payout: $3,291,750 (188% of target; target = 200% of salary) .
- Performance measures: Performance Net Income adjusts for restructuring, run-off, catastrophe loss plan levels and performance-based investment income bands; definitions detailed in proxy .
| Year | Target (% salary) | Actual Funding (% of target) | Actual Payout ($) |
|---|---|---|---|
| 2024 | 200% | 188% | 3,291,750 |
| 2023 | 150% | 50% (reduced due to negative net income) | 653,014 |
| 2022 | 150% | 57.5% (reduced due to negative net income) | 729,077 |
Long-Term Incentives (Equity)
- 2024 award sizing: Grant-date fair value $3,890,093 (131% of 325% target) based on performance, scope and market data . Mix includes PSAs, stock options and RSUs per program design .
- PSA metrics and ranges:
- 2024–2026 cycle: Performance Net Income ROE (50%) threshold/target/max 9%/16%/20%; Relative TSR (40%) with 25th/55th/90th percentile grid; Inclusive Diversity & Equity (10%) .
- Mechanics and purpose of PSA metrics (PNI ROE and relative TSR) described in detail .
- Realized 2022–2024 PSA result: 62.2% of target (below target due to PNI below plan in 2022–2023; relative TSR at 91st percentile) .
| Grant Year | Instrument | Target/Granted | Key Terms |
|---|---|---|---|
| 2024 | PSAs | 14,018 target PSAs | 3-year performance; 0–200% payout; metrics: PNI ROE (50%), TSR (40%), IDE (10%) . |
| 2024 | Stock Options | 18,810 options @ $159.17 | 10-year term to 2/21/2034; vest 1/3 annually over 3 years . |
| 2024 | RSUs | 4,673 RSUs | Vest 1/3 annually over 3 years; accelerated per plan on certain separations . |
Equity Ownership & Alignment
- Stock ownership guidelines: Required 4x salary; Dugenske at 7.0x and in compliance as of 12/31/2024; unvested PSAs/options do not count toward compliance .
- Hedging/pledging: Hedging prohibited; pledging prohibited for senior executives absent Chair/Lead Director exception; as of March 1, 2025, no shares of directors/executives were pledged .
Beneficial Ownership (as of March 1, 2025)
| Holder | Common Shares Owned | Options Exercisable by 4/30/2025 | RSUs (within 60 days) | Total Stock-Based Ownership | % of Class |
|---|---|---|---|---|---|
| John E. Dugenske | 33,328 | 225,390 | 0 | 258,718 | <1% |
Outstanding and Vested/Unvested Holdings (12/31/2024 close $192.79)
| Category | Count/Value | Details |
|---|---|---|
| Options – Exercisable | 190,180; $14,899,041 aggregate ITM value | Aggregate across grants; earliest expiration 2/8/2029; strike prices reflect historical awards . |
| Options – Unexercisable | 59,753; $3,157,417 aggregate value | Vests over remaining schedules; expirations through 2034 . |
| RSUs – Unvested | 4,673; $900,908 market value | RSUs vest 1/3 annually over 3 years . |
| PSAs – Unearned (max basis) | 28,036; $5,405,060 payout value at max | 0–200% payout range post 3-year period . |
| 2024 Option Exercise Activity | 0 options exercised | No realized option gains in 2024 . |
| 2024 Stock Awards Vested | 4,754 shares; $769,102 value realized | Vested PSA/RSU activity . |
Vesting schedules and treatment:
- Options: Vest one-third annually over three years; expire 10 years from grant; special treatment on retirement, death, disability, or qualifying CIC termination .
- RSUs: Vest one-third annually; may be accelerated under death/disability/CIC provisions .
- PSAs: Vest at end of 3-year performance period with 0–200% payout; retirement/CIC treatment per plan; positive net income hurdle for above-target vesting .
Employment Terms
- Employment agreements: Allstate discloses no employment agreements for executive officers (governance best practices) .
- Restrictive covenants: 1-year non-solicit on equity and annual incentive; 1-year non-compete tied to unvested equity; breach permits cancellation/recovery of awards per policy .
- Clawbacks: Mandatory Dodd-Frank clawback plus July 2024 discretionary clawback for conduct causing reputational/economic harm; applies to cash and equity, performance and time-based awards .
- CIC economics: Double-trigger; cash severance equals 2x (salary + target annual incentive); equity vests per plan; no excise tax gross-ups .
Estimated Payments on Separation (assumes 12/31/2024)
| Scenario | Severance ($) | AIP ($) | Unvested Options Accelerated ($) | RSUs/PSAs Accelerated ($) | Welfare/Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Change in Control + Qualifying Termination | 5,250,000 | 1,750,000 | 3,157,417 | 7,566,236 | 63,934 | 17,787,587 |
| Death | — | 3,291,750 | 3,157,417 | 7,566,236 | — | 14,015,403 |
| Disability | — | 3,291,750 | 3,157,417 | 7,566,236 | 4,219,256 | 18,234,659 |
Retirement and pension:
- SRIP lump-sum present value for Dugenske (12/31/2024): $491,960; SRIP payable July 1, 2025 upon separation per plan terms .
- 2024 change in pension value: $90,368 (ARP $17,522; SRIP $72,846) .
- Deferred compensation: No 2023 executive deferrals reported for Dugenske .
Multi-Year Summary Compensation
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension Value ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 875,000 | 3,146,346 | 743,747 | 3,291,750 | 90,368 | 27,360 | 8,174,571 |
| 2023 | 870,192 | 1,798,427 | 1,137,493 | 653,014 | 89,737 | 26,760 | 4,575,623 |
| 2022 | 844,808 | 1,705,240 | 1,065,994 | 729,077 | 86,745 | 25,760 | 4,457,624 |
Perquisites detail (2024): 401(k) match $13,800 and perquisite allowance $13,560; total $27,360 .
Performance Compensation Details (Metrics, Targets, Payouts)
| Plan | Metric | Weight | Target/Range | 2024/Recent Outcome |
|---|---|---|---|---|
| Annual Incentive | Market-Facing Businesses + Investments Results | 70% | 0–200% funding vs plan | Contributed to 188.1% corporate pool funding . |
| Annual Incentive | Performance Net Income | 30% | 0–200% funding vs plan; catastrophe losses adjusted to plan; PB income banded | Contributed to 188.1% corporate pool funding . |
| PSAs (2024–2026) | Performance Net Income ROE | 50% | 9% / 16% / 20% (thr/target/max) | Cycle in progress . |
| PSAs (2024–2026) | Relative TSR (peer set) | 40% | <25th / 55th / 90th percentile → 0%/100%/200% | Cycle in progress . |
| PSAs (2022–2024) | PNI ROE; Relative TSR; Items in Force Growth | 50% / 30% / 20% | Per cycle design | Payout 62.2% of target; TSR at 91st percentile . |
Investment Implications
- Pay-for-performance alignment: High at-risk pay (cash funded at 188% in 2024; PSAs driven by PNI ROE and relative TSR), with strong 2024 company results (revenues +12.3% YoY, profitability restored), supports linkage between outcomes and compensation .
- Selling pressure/vesting overhang: Significant in-the-money, near-/mid-dated options (190,180 exercisable; $14.9M ITM; earliest expirations 2029) and ongoing RSU/PSA vesting create periodic liquidity windows; Dugenske did not exercise options in 2024, moderating immediate pressure .
- Alignment and risk controls: 7.0x ownership vs 4x guideline, prohibition on hedging/pledging, robust Dodd-Frank and discretionary clawbacks, and absence of employment agreements reduce misalignment and entrenchment risk .
- Retention and scope: Above-target 2024 equity grant sizing (131% of target) and interim CFO appointment indicate criticality and retention focus; CIC terms (2x salary+target bonus; double-trigger) are market-aligned but meaningful in a sale scenario ($17.8M estimated) .
- Execution risk: 2022–2024 PSAs paid at 62.2% (below target) underscores sensitivity to underwriting/inflation and catastrophe assumptions embedded in PNI ROE; future payouts will track sustained earnings quality and relative TSR performance .
Appendix: Additional Governance/Shareholder Context
- Say-on-Pay: 86% support at 2024 meeting, indicating broad shareholder endorsement of program design .
- Executive oversight and committees: Compensation and Human Capital Committee oversees incentive design and risk review; independent consultant engaged .