Maria R. Morris
ALLSTATEAbout Maria R. Morris
Independent director of The Allstate Corporation (ALL), age 62, first elected in 2024 and in her second year of service as of the 2025 proxy cycle. Morris spent 33 years at MetLife in senior roles, including EVP of Global Employee Benefits, Interim Head of MetLife U.S., Interim Chief Marketing Officer, and Head of Global Technology & Operations, bringing deep financial services, risk management, and technology oversight experience. She serves on the boards of S&P Global (since 2016) and Wells Fargo (since 2018), and is noted as a risk committee chair at another public company. Attendance at Board/committee meetings is disclosed at 100% for 2024, and she is classified as independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetLife, Inc. | EVP, Global Employee Benefits Business | Part of 33-year career | Senior executive responsibility in global benefits; strategic and operational leadership |
| MetLife, Inc. | Interim Head of MetLife U.S. Business | Part of 33-year career | Oversight of U.S. business operations |
| MetLife, Inc. | Interim Chief Marketing Officer | Part of 33-year career | Expanded product offerings; launched global marketing research initiatives |
| MetLife, Inc. | Head of Global Technology & Operations | Part of 33-year career | Technology and operations leadership; innovation and customer focus |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| S&P Global Inc. | Director | 2016–present | Public company board experience (financial services, risk) |
| Wells Fargo & Company | Director | 2018–present | Public company board experience; noted as risk committee chair at another public company (unspecified) |
Board Governance
- Independence: Independent director nominee; Board-wide majority independence (12 of 13 nominees) .
- Committees: Compensation & Human Capital Committee (member); Nominating, Governance & Social Responsibility Committee (member) .
- Attendance: 100% attendance at Board/committee meetings in 2024 (individual); directors as a group averaged 100% attendance in 2024 .
- Years of service: Director since 2024 (1 year at time of proxy, continuing into year 2) .
- Lead Independent Director: Gregg M. Sherrill (context) .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Compensation & Human Capital Committee | Member | 8 | 100% (individual disclosure) |
| Nominating, Governance & Social Responsibility Committee | Member | 5 | 100% (individual disclosure) |
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 125,000 | Paid quarterly; directors may elect stock or defer under the Director Deferred Compensation Plan |
| Committee chair fees | N/A | Not a chair; chairs receive additional retainers (e.g., Comp Chair $155,000) |
| Lead Director retainer | N/A | Lead Director receives additional retainer (context) |
| Meeting fees | None disclosed | Program structured with retainers; no meeting fees disclosed |
| 2025 cash retainer (approved) | 135,000 | Effective 2025 based on benchmarking by Pay Governance |
Performance Compensation
| Metric | 2024 Detail |
|---|---|
| Annual RSU grant target value | $175,000; RSUs granted on June 1 using closing price $167.52, rounded to whole shares |
| Additional RSU grant (prorated on joining in 2024) | Granted using closing price $143.81; increases 2024 stock award value |
| 2024 total stock awards (grant-date fair value) | $248,114 |
| RSUs outstanding (12/31/2024) | 1,553 units; value $299,403 (at $192.79 closing) |
| RSU conversion/vesting terms | RSUs granted on/after June 1, 2016 convert into common stock on the earlier of the third anniversary of grant or upon termination of Board service; deferral options available |
| Dividend equivalents | Each RSU includes a dividend equivalent right equal to regular cash dividends on common stock |
| 2025 equity retainer (approved) | $190,000 annual RSUs starting 2025 |
Directors at Allstate receive time-based RSUs and no performance stock awards or options as part of director compensation; equity is fixed-value and intended to align with shareholders rather than tie to operating metrics.
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Exposure |
|---|---|---|
| S&P Global Inc. | Financial information and benchmarks | Information flow and market oversight experience; no related-person transactions disclosed at Allstate |
| Wells Fargo & Company | Banking | Risk oversight experience (risk committee chair role noted generally); no related-person transactions disclosed at Allstate |
Expertise & Qualifications
- Financial services, risk management, and technology/cyber oversight from MetLife leadership roles; innovation and customer focus highlighted in biography .
- Committee capabilities align with risk management and human capital/succession (committees emphasize these skills) .
Equity Ownership
| Holder | Common Shares Owned | Options Exercisable by 4/30/2025 | RSUs (distributable within 60 days upon retirement) | Total Stock-Based Ownership | % of Class | Pledged |
|---|---|---|---|---|---|---|
| Maria R. Morris | 0 | 0 | 1,553 | 1,553 | <1% | None pledged as of 3/1/2025 |
- Director stock ownership guideline: Six times the cash retainer to be met within five years; unvested RSUs count toward compliance. As of the proxy, Morris has not yet met the guideline given her 2024 start date (within the permitted timeline).
- RSU balance and value (12/31/2024): 1,553 RSUs valued at $299,403; multiple of annual cash retainer disclosed at 2.4x.
Governance Assessment
- Strengths
- Independence and full attendance; active engagement on Compensation & Human Capital and Nominating/Governance committees (core levers of pay, succession, governance) .
- Deep insurance/financial services and risk governance background; technology/operations expertise supports oversight of AI/cyber risk topics highlighted at Allstate .
- Alignment: Material equity via RSUs; clear no-pledging policy and hedging prohibitions; no related-person transactions reported since 2024 .
- Watch items / RED FLAGS
- Multiple outside public boards (two) increase time demands; monitoring sustained 100% attendance and committee workload is prudent, though 2024 attendance was 100% .
- Ownership guideline not yet met (allowed five-year runway post-appointment); track progression toward 6x retainer compliance as equity accumulates .
- General interlock risk in financial sector from Wells Fargo/S&P Global board service; no specific conflicts disclosed at Allstate, but ongoing monitoring advisable .
Director Compensation Summary (2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Maria R. Morris | 125,000 | 248,114 | 373,113 |
- Program notes: Fixed-value annual RSUs granted June 1; dividend equivalents; no meeting fees; 2025 retainers increased to $135,000 cash and $190,000 equity per Pay Governance review .
- Deferred comp: Directors may defer retainers into plan accounts; common share units balances are disclosed where applicable (none for Morris shown) .
Related-Party and Conflicts Check
- Policy: Formal related-person transaction review by Nominating, Governance & Social Responsibility Committee; threshold >$120,000; annual review of ongoing transactions .
- Disclosures: No related-person transactions identified since the beginning of 2024 .
- Hedging/Pledging: Prohibited for directors; no pledges reported for directors as of March 1, 2025 .
Say-on-Pay & Shareholder Feedback (Context)
- The Compensation & Human Capital Committee, on which Morris serves, oversees executive compensation design, pay-for-performance alignment, peer benchmarking, succession planning, and human capital practices; committee issued its annual report and affirmed compensation risk controls are not likely to have a material adverse effect .
Overall investor confidence signal: Governance involvement across pay and nominating committees, clean related-party profile, and clear equity alignment—with monitoring of outside board time commitments and ownership progression over the five-year guideline window.