Thomas J. Wilson
About Thomas J. Wilson
Thomas J. Wilson, age 67, is Chair of the Board, President, and CEO of The Allstate Corporation; he has served as CEO since January 2007, Chair since May 2008, and President during 2005–2015 and again from 2018 to present . Under Wilson’s leadership, Allstate reported 2024 revenues of $64.1 billion (+12.3% YoY), net income of $4.6 billion, adjusted net income of $4.9 billion, and ROE of 25.8% . Shareholder total return was 40.6% in 2024 . Wilson created and led the “Transformative Growth” strategy, reduced the expense ratio from 24.1% to 21.7% (2019–2024), and advanced risk/return optimization that helped Allstate withstand the 2008 crisis and manage severe weather risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Allstate Corporation | President | 2005–2015; 2018–present | Led major operating units; advanced Transformative Growth toward a digital insurance model . |
| The Allstate Corporation | Chief Executive Officer | 2007–present | Drove profitability improvement in auto, growth in homeowners/protection plans; 2024 TSR 40.6% . |
| The Allstate Corporation | Chair of the Board | 2008–present | Oversaw strategy, risk and return optimization program; governance engagement with shareholders . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| State Street Corporation | Director (former) | Not disclosed | No current other public company boards . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 1,385,000 | 1,385,000 | 1,417,308 |
| Target Annual Incentive (% of salary) | 300% | 300% | 300% |
| Annual Cash Incentive Paid ($) | 2,389,125 | 2,077,500 | 8,003,038 |
| Annual Incentive Pool Funding (% of target) | 57.5% (2022) | 50% (2023) | 188.1% (2024) |
Performance Compensation
2024 Equity Grants (CEO)
| Instrument | Grant Date | Quantity/Target | Price | Grant-Date Fair Value |
|---|---|---|---|---|
| Performance Stock Awards (PSAs) | 2/21/2024 | Target 69,430; Max 138,860 | N/A | 11,899,608 |
| Stock Options | 2/21/2024 | 119,784 | $159.17 | 4,736,259 |
PSA Design and Outcomes
| PSA Cycle | Metric | Weighting | Outcome |
|---|---|---|---|
| 2022–2024 | Avg Performance Net Income ROE | 50% | Program payout 62.2% of target . |
| 2022–2024 | Relative TSR | 30% | Program payout 62.2% of target . |
| 2022–2024 | Items in Force Growth (P&L + All Other) | 20% (aggregate) | Program payout 62.2% of target . |
Annual Cash Incentive Design (2024)
| Component | Weighting | Notes | 2024 Outcome |
|---|---|---|---|
| Market-Facing Businesses + Investments roll-up | 70% | Segment operating results funding . | Contributed to pool funding at 188.1% . |
| Performance Net Income | 30% | Corporate net income metric . | Contributed to pool funding at 188.1% . |
Vesting and Expiration Schedules
- Stock options vest one-third annually on the first three anniversaries of the grant date; options granted 2/21/2024 vest on 2/21/2025, 2/21/2026, and 2/21/2027; expire 10 years from grant .
- PSAs vest after a three-year performance period ending on the third anniversary of grant (e.g., 2024 grant vests post-cycle if conditions met) .
Equity Ownership & Alignment
| Ownership Metric (as of Mar 1, 2025) | Amount |
|---|---|
| Beneficially owned common shares | 1,210,461 (includes 133,047 via a private charitable foundation) . |
| Stock options exercisable by Apr 30, 2025 | 1,908,636 . |
| RSUs within 60 days | 0 (CEO does not receive RSUs) . |
| Total stock-based ownership (common + options exercisable + RSUs) | 3,119,097; <1% of class . |
| Director/Officer group ownership | 1.7% of common stock outstanding . |
| CEO stock ownership guideline | 8x base salary . |
| CEO actual ownership multiple | 151.7x salary . |
| Hedging/Pledging policy | Hedging prohibited; pledging prohibited absent exception; none pledged as of Mar 1, 2025 . |
Outstanding Awards and In-the-Money Status (12/31/2024)
| Category | Exercisable (#) | Exercisable Value ($) | Unexercisable (#) | Unexercisable Value ($) |
|---|---|---|---|---|
| Stock Options (aggregate) | 1,747,880 | 170,075,187 | 293,224 | 14,672,415 |
Outstanding PSAs/RSUs (CEO)
| Grant | RSUs Unvested (#) | PSAs (Unearned) (#) | PSAs Payout Value Basis |
|---|---|---|---|
| 2022 (PSA) | — | 32,663 (time-based RSU count not applicable to CEO) | Vests based on actual performance; cycle ended Feb 17, 2025 . |
| 2023 (PSA) | — | 109,102 | Max-to-target range detailed; final at cycle end . |
| 2024 (PSA) | — | 138,860 | Max-to-target range detailed; final at cycle end . |
2024 Exercises and Vests
| Action (2024) | Quantity | Value |
|---|---|---|
| Options exercised | 294,494 shares | $32,068,924 . |
| Stock awards vested (PSAs/RSUs) | 19,050 shares | $3,081,909 . |
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control (CIC) Severance | Cash severance equal to 2x (base salary + target annual incentive); double-trigger required (CIC plus qualifying termination) . |
| Equity in CIC | LTI awards vest on accelerated basis upon qualifying termination after CIC; deferred comp/SRIP distributions accelerate for Mr. Wilson based on plan terms, tenure, and age . |
| Tax Gross-Ups | No excise tax gross-ups; no lump-sum cash pension enhancement . |
| Clawbacks | Mandatory Dodd-Frank clawback plus July 2024 discretionary clawback for improper conduct (covers cash and equity) . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited absent exception . |
| Deferred Compensation | Eligible to defer salary/annual incentive above IRS limits; no company match; distribution timing per plan . |
Estimate of Potential Payments (as of 12/31/2024)
| Scenario | Severance ($) | Annual Incentive ($) | Options – Accelerated ($) | RSUs/PSAs – Accelerated ($) | Welfare/Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|
| Retirement | 0 | 8,003,038 | 14,120,745 | 28,365,771 | 0 | 50,489,554 |
| CIC + Qualifying Termination | 11,400,000 | 4,254,672 | 14,672,415 | 30,199,397 | 56,177 | 60,582,661 |
| Death | 0 | 8,003,038 | 14,672,415 | 30,199,397 | 0 | 52,874,850 |
| Disability | 0 | 8,003,038 | 14,672,415 | 30,199,397 | 0 | 52,874,850 |
Board Governance
- Role and Independence: Wilson serves as Chair and CEO; all other director nominees are independent, and committee memberships are composed of independent directors, with Wilson chairing the Executive Committee .
- Lead Independent Director: Gregg M. Sherrill is Lead Director (since 2021) with defined responsibilities (agenda approval, executive sessions, CEO performance liaison, shareholder communication) .
- Attendance: 100% average attendance at Board/committee meetings in 2024; Wilson’s attendance 100% .
- Leadership Review: Board periodically reviews whether to split Chair/CEO roles; affirmed current structure after shareholder engagement in 2024 .
- Committee Structure: Audit; Compensation and Human Capital; Nominating, Governance and Social Responsibility; Risk and Return; Executive—each with clear risk oversight scopes and independence .
External Roles
| Board/Organization | Capacity | Current Status |
|---|---|---|
| State Street Corporation | Director | Former; currently no other public boards . |
Say-on-Pay & Peer Practices
- 2024 say-on-pay approval: >86% of votes cast supported executive compensation program .
- Peer positioning and governance: Compensation targeted at 50th percentile of peers; Pay Governance serves as independent compensation consultant; majority of CEO LTI delivered via PSAs; options not repriced .
Compensation Structure Analysis
- Equity mix and targets: CEO annual incentive target unchanged at 300% of salary; equity incentive target increased from 900% to 950% of salary in 2024, with actual grant at 117% of target based on performance and market data .
- Pay-for-performance linkage: 2024 annual incentive funded at 188.1% reflecting improved profitability; PSA payout for 2022–2024 cycle at 62.2% due to below-plan performance in 2022–2023 auto margins, showing downside sensitivity .
- Governance safeguards: Robust clawbacks, no hedging/pledging, double-trigger CIC, no excise tax gross-ups, option repricing prohibited .
Equity Ownership & Alignment
- Ownership depth: Wilson exceeds ownership guidelines by a wide margin (151.7x salary vs 8x required); no shares pledged .
- Skin-in-the-game: Large in-the-money option exposure (>$170M exercisable value at 12/31/2024) and significant potential PSA vesting over 2023–2026 cycles, aligning long-term incentives with ROE and TSR .
Employment Terms
- Retention and CIC economics: Double-trigger CIC with 2x cash multiple plus accelerated LTI vesting upon qualifying termination; retirement provisions allow continued vesting and prorated awards—material but standard for large-cap insurers .
Performance & Track Record
- 2024 outcomes: Revenue $64.1B; net income $4.6B; adjusted net income $4.9B; ROE 25.8%; TSR 40.6% .
- Strategic execution: Transformative Growth, multi-channel distribution (Allstate agents 43%, direct 29%, independent agents 28%), and divestitures of Health & Benefits businesses aggregating $3.25B agreements .
Investment Implications
- Alignment: Elevated at-risk pay (92% of CEO total), ROE/TSR-weighted PSAs, and outsized personal ownership reduce agency risk; clawbacks and no hedging/pledging further strengthen alignment .
- Selling pressure: 2024 option exercises ($32.1M realized) and scheduled vesting through 2027 indicate periodic liquidity events; monitor Form 4s around annual grant and vest dates (Feb) and option tranches (Feb 21) .
- Event risk: Double-trigger CIC with accelerated vesting could create M&A-related overhang/uplift; potential payouts ~$60.6M for CEO under CIC+termination scenario as of 12/31/2024 .
- Performance sensitivity: PSA results (62.2% for 2022–2024) demonstrate downside exposure to underwriting cycles; annual pool funding swings (50%–188%) suggest variability with auto margin normalization—key for modeling incentive accruals .
Note: Education details are not disclosed in the 2025 proxy. All data above is sourced from Allstate’s 2025 DEF 14A unless otherwise noted.