Judith A. Sprieser
ALLSTATEAbout Judith A. Sprieser
Independent director since 1999 (25 years), age 71. Former CEO of Transora Inc. and former CFO/senior operating executive at Sara Lee; currently serves on the boards of Intercontinental Exchange, Inc. (since 2004) and Newell Brands Inc. (since 2010). Recognized by Allstate’s board as an Audit Committee Financial Expert; attended 100% of Board/committee meetings in 2024. The board specifically evaluated her long tenure and affirmed her independence has not been diminished.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Transora Inc. | Former CEO | — | Led technology software/services company; audit/finance oversight experience referenced by Allstate. |
| Sara Lee Corporation | Former CFO and senior operating executive | — | Financial, operational oversight in complex, regulated consumer goods; audit committee experience cited. |
| Royal Ahold NV; Experian plc; Reckitt Benckiser Group plc; Jimmy Choo plc | Former director | — | International board experience; governance and risk oversight exposure. |
External Roles
| Company | Role | Since | Committee Roles |
|---|---|---|---|
| Intercontinental Exchange, Inc. | Director | 2004–present | Audit Committee Chair at ICE. |
| Newell Brands Inc. | Director | 2010–present | Service on audit committee noted by Allstate. |
Board Governance
- Committees and roles:
- Audit Committee member; designated Audit Committee Financial Expert under SEC rules; 8 meetings held in 2024.
- Compensation and Human Capital Committee member; 8 meetings held in 2024.
- Independence: Allstate determined she is independent under NYSE/SEC standards; independence affirmed despite tenure >12 years.
- Attendance: 100% Board/committee attendance.
- Executive sessions: Held at every regular Board and committee meeting (without management).
Fixed Compensation
| Year | Cash Retainer ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 125,000 | 175,058 | 300,058 |
Director compensation program changes approved for 2025:
| Component | 2024 | 2025 (Approved) |
|---|---|---|
| Annual cash retainer | 125,000 | 135,000 |
| Annual equity retainer (RSUs, fixed value) | 175,000 | 190,000 |
- Deferrals: Directors may elect to defer retainers into non-employee director deferred compensation plan accounts; common share units option available (Traquina had 7,519 common share units deferred as of 12/31/24).
- Cash retainer payment cadence: Quarterly in advance unless elected as stock under the 2017 Equity Compensation Plan for Non-Employee Directors.
Performance Compensation
| RSU Feature | Detail |
|---|---|
| Annual grant timing | RSUs granted on June 1 each year. |
| Award sizing | Fixed value formula: $175,000 (2024) divided by closing price on grant date ($167.52 for 2024), rounded up to the nearest whole share; includes dividend equivalent rights. |
| Conversion/vesting | RSUs granted after June 1, 2016 convert into common stock on the earlier of the third anniversary of grant or termination of Board service; conversion may be deferred for up to ten years. Pre-2008 awards convert one year after Board service ends; 2008–2016 awards convert at termination. |
| Maximum annual director award | Aggregate grant-date fair value cap $800,000 per director per calendar year under shareholder-approved plan. |
Note: Allstate’s director RSUs are time-based and do not include performance conditions; equity is intended to align directors with shareholder interests.
Other Directorships & Interlocks
| Company | Relationship to ALL | Interlocks/Notes |
|---|---|---|
| Intercontinental Exchange, Inc. | External board (Sprieser) | ICE market infrastructure oversight; no related-person transactions involving directors/executives identified since the beginning of 2024. |
| Newell Brands Inc. | External board (Sprieser) | Audit committee service noted; no related-person transactions identified. |
Expertise & Qualifications
- Audit/Finance: Former CFO; service as prior Chair of Allstate’s Audit Committee and Audit Committee Chair at ICE; designated Audit Committee Financial Expert.
- Risk Management and Financial Services: Deep knowledge from long tenure at Allstate and ICE; experience across highly regulated sectors.
- Technology/Operations: Led a technology software/services company (Transora); senior operating roles at a global consumer goods firm (Sara Lee).
- Global perspective and governance: Service on international boards; robust governance capabilities.
Equity Ownership
Security ownership as of March 1, 2025:
| Name | Common Stock Owned | Options Exercisable by 4/30/2025 | RSUs (convertible within 60 days if retired) | Total Stock-Based Ownership | Percent of Class | Pledged |
|---|---|---|---|---|---|---|
| Judith A. Sprieser | 0 | 0 | 34,136 | 34,136 | * (<1%) | None pledged as of 3/1/2025 |
Director RSUs outstanding (cumulative) as of 12/31/2024:
| Name | RSUs (#) | Value at $192.79 on 12/31/2024 ($) | Multiple of Annual Cash Retainer |
|---|---|---|---|
| Judith A. Sprieser | 42,136 | 8,123,399 | 65.0 |
Stock ownership guidelines: Directors must hold 6× cash retainer within 5 years; all have met except Turner (joined 2023) and Morris (joined 2024). Sprieser meets the guideline.
Hedging/pledging: Directors and officers prohibited from hedging transactions; pledging prohibited absent Chair/Lead Director exception.
Shareholder Votes and Engagement
Shareholder vote outcomes (Annual Meeting May 29, 2025):
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Election of Judith A. Sprieser | 189,278,506 | 10,961,293 | 331,166 | 28,492,851 |
| Say-on-Pay (Advisory) | 190,862,093 | 8,542,648 | 1,166,224 | 28,492,851 |
Shareholder feedback: At the 2024 meeting, >86% of votes cast supported the executive compensation program; management/Lead Director engaged with holders representing >35% of shares outstanding in 2024 on pay and governance topics.
Compensation Committee Analysis
- Committee composition and roles: Independent directors oversee exec compensation; 8 meetings in 2024; scope includes consultant selection, succession planning, human capital review, CEO performance review, and CD&A oversight.
- Independent consultant: Pay Governance advised on director pay benchmarking; recommended increasing cash and equity retainers for 2025, which the Board approved.
- Compensation risk review: Chief Risk Officer’s annual assessment found compensation practices not reasonably likely to have a material adverse effect or incentivize excessive risk-taking.
Governance Assessment
- Strengths:
- Deep audit/finance expertise and designated financial expert status support committee effectiveness; dual membership on Audit and Compensation committees enhances oversight of reporting quality and pay governance.
- 100% attendance and executive sessions at every meeting underscore engagement and independent oversight.
- Equity-heavy director pay structure and strict hedging/pledging policies align incentives and mitigate misalignment risks; Sprieser meets ownership guidelines.
- No related-person transactions identified since 2024; committee independence affirmed.
- Watch items:
- Long tenure (25 years) and age 71 near Board retirement guideline (age 72); Board explicitly evaluated and affirmed continued independence, but ongoing refresh considerations are prudent.
- Election results show higher “Against” votes versus most peers on Allstate’s slate (10.96M against), indicating some investor scrutiny; continued engagement advisable.
Overall, Sprieser’s audit and compensation committee service, financial expert designation, and strong attendance support board effectiveness; equity alignment and policy safeguards mitigate conflict risks, while tenure-related independence optics are proactively managed by the Board.