Mark Pearson

About Mark Pearson

Mark Pearson (age 66) is President and CEO of Equitable Holdings (EQH) and has served as a director since 2011. He previously led AXA Japan (2008–2011) and was Regional CEO of AXA Asia Life from 2001; he is a Fellow of the Chartered Association of Certified Accountants . Under Pearson, EQH reported 2024 Non-GAAP Operating Earnings of $2.0B (+19% YoY), cash generation of $1.5B, and returned $1.3B to shareholders; AUM/A reached $1,019B (+10% YoY) . Compensation design emphasizes pay-for-performance with major weighting to equity and performance metrics including Non-GAAP EPS growth and relative TSR; say-on-pay support was 96.1% in 2024 .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Short-Term Incentive (STIC) – 2024

• Target: $3,148,000; Actual payout: $4,470,160 (142% of target) .
• Structure: Company scorecard with 4 equally weighted metrics; committee applied downward discretion on special dividend to arrive at 142% Final Funding Percentage .

STIC Final Funding: 142% (after special dividend adjustment) .

Long-Term Incentive (LTI) – 2024 Grants and Design

• 2024 Equity Target: $11,600,000 (awarded at target) .
• Mix: 40% RSUs (service-based), 30% TSR Performance Shares, 30% Non-GAAP EPS Performance Shares .
• Vesting/Performance:
  • RSUs: 1/3 on Feb 28 of 2025, 2026, 2027 .
  • Performance Shares: Cliff vest Feb 28, 2027; TSR measured vs specified peer set (threshold 30th percentile=25%, target 50th=100%, max 87.5th=200%); Non-GAAP EPS measured annually 2024–2026 with threshold/target/max each year, averaged for payout .

Historical PSU result: 2022 grant (performance period ended 12/31/24) paid at 145.6% on Relative TSR (company TSR 57.8% for period) .

Three-Year CEO Compensation Summary

Equity Ownership & Alignment

• Beneficial Ownership: 1,685,450 EQH shares (<1% of outstanding); includes 406,400 shares acquirable within 60 days via options and 515,533 unvested Performance Shares .
• Outstanding Awards (12/31/24):
  • Options: 8,734 @ $21.34 exp. 03/01/2028; 457,666 @ $23.18 exp. 02/26/2030 .
  • Unvested RSUs: 546,539 shares; Unearned PSUs: 742,708 shares .
• Ownership Guidelines: CEO required to hold 6x base salary; executives must retain 75% of net shares until compliant .
• Hedging/Pledging: Company prohibits hedging and pledging by employees and directors .
• 10b5-1 Plans: Permitted under insider trading policy .

Vesting/overhang considerations: 2024 RSUs vest 2025–2027; 2024 PSUs vest 2/28/2027 subject to performance. Option expiries in 2028 and 2030 may create exercise/sell windows .

Employment Terms

• Term/At-will: Employment continues until terminated by either party with 30 days’ notice .
• Severance (non‑CIC): If terminated without cause or resigns for good reason, cash severance equals 2× (salary + short‑term incentive, using the greatest of latest award, target, or three‑year average) plus pro‑rated target STIC; severance ceases if Pearson provides services for a competitor .
• Change in Control: For EQH executives other than Pearson, plan provides 2× salary+bonus upon qualifying termination within 12 months of CIC; for all, unassumed equity vests on CIC under the plan terms (no single-trigger for assumed awards) . Company does not provide excise tax gross‑ups upon CIC .
• Restrictive Covenants: Equity awards include non‑competition and non‑solicitation; violations trigger forfeiture/clawback, including recoupment of gains on awards vesting within 12 months pre‑termination for non‑solicitation breaches .
• Clawback: SEC‑compliant policy (restatement-based clawback regardless of misconduct; plus misconduct/reputational-harm recovery) .
• Benefits: Participates in retirement and welfare programs; Retirement Plan reopened effective 1/1/2025 with 4% cash balance pay credit; 401(k) matching continues .

Board Service & Governance

• Board Role: Director since 2011; member of the Executive Committee .
• Independence/Dual Role: Pearson is not an independent director; EQH employs an Independent Chair (Joan Lamm‑Tennant) and maintains fully independent key committees (Audit; Compensation and Talent; Nominating and Corporate Governance; Finance and Risk), mitigating CEO dual‑role concerns .
• Director Pay: Company discloses director compensation separately for non‑employee directors; Pearson’s director service is compensated through his NEO pay (he is excluded from the director fee table) .
• Director Ownership Guidelines: Non‑employee directors must hold 5× annual cash retainer; 50% retention until compliant .
• Compensation Committee: Members in 2024 were Bertram L. Scott (Chair), Francis A. Hondal, Arlene Isaacs‑Lowe, and George Stansfield (since May 22, 2024); the Committee uses independent consultant Meridian .
• Say‑on‑Pay: 96.1% approval in 2024; Board recommends annual frequency .

Compensation Structure Analysis

• Mix skewed to at‑risk equity: 2024 equity target $11.6M split 60% performance shares (TSR and Non‑GAAP EPS) and 40% RSUs; options are not currently granted in new awards, reducing risk of future repricings .
• Short‑term metrics balanced and investor‑aligned: 25% each to Non‑GAAP Operating Earnings, VNB, Cash Flow, and Strategic Initiatives; committee exercised negative discretion on special dividend to align payout with recurring cash generation (142% final vs 160% initial) .
• Benchmarking and targets: Target total direct compensation set near market median; 2024 equity targets adjusted to better align with peers; peer group updated to reflect sector comparables (e.g., added Corebridge, Jackson) .
• Governance protections: No hedging/pledging; no option repricing without shareholder approval; no single‑trigger CIC benefits; no excise tax gross‑ups; robust clawback .

Performance & Track Record

• 2024 achievements: $2.0B Non‑GAAP Operating Earnings ($5.93/sh, +29% YoY per share), $1.5B cash generation, $1.3B capital return (66% payout), combined NAIC RBC ~425%, and $100M run‑rate expense saves toward 2027 target .
• Strategic momentum: Record retirement net inflows ($7.1B), wealth advisory net inflows ($4.0B), AB active net inflows ($4.3B); AUM/A $1,019B (+10% YoY) .
• TSR signals: Value of $100 investment in EQH reached $213 by 2024; 2022 PSU cycle paid at 145.6% on Relative TSR (company TSR 57.8% for period), indicating relative outperformance over that cycle .

Equity Overhang, Vesting Schedules, and Potential Selling Pressure

Policy mitigants: Hedging/pledging prohibited; trades can be executed under Rule 10b5‑1 plans during blackout periods, reducing ad hoc selling risk .

Compensation Peer Group (Benchmarking)

Ameriprise, Brighthouse, Corebridge, Jackson Financial, Lincoln National, Manulife, Principal, Prudential, Sun Life, Unum, Voya; Allstate removed in 2023 review; Corebridge and Jackson added . Target pay philosophy set around market median with judgment for role/experience .

Board Governance – Committee Service and Independence

• Executive Committee member (Pearson) .
• Independent Chair and fully independent standing committees; committee members named above .
• No compensation committee interlocks in 2024; risk assessment found plans do not encourage excessive risk-taking .

Director Compensation (Context; Pearson excluded as employee)

• Non‑employee director cash retainer $125,000; Independent Chair +$100,000; committee chair retainers (Audit $35k; Comp $25k; N&CG $20k; Finance & Risk $20k); annual equity retainer $175,000 (Independent Chair +$105,000) .
• AB board service for certain EQH directors compensated separately by AB; Pearson’s compensation is solely as an executive .

Employment & Contracts – Additional Terms

• At‑will with 30‑day notice; severance requires release; non‑compete/non‑solicit covenants tied to equity retention and clawback .
• Clawback covers restatements (fault/no‑fault), misconduct, and reputational harm; SEC/NYSE‑compliant .
• Ownership retention and anti‑hedging/pledging strengthen alignment .

Investment Implications

• Alignment: High equity weighting (60% performance shares) with multi-year performance/vesting and strict anti‑hedging/pledging/retention rules strongly align CEO with shareholder outcomes; addition of Non‑GAAP EPS to PSUs increases line‑of‑sight to investor‑messaged goals (12–15% growth to 2027) .
• Incentive calibration: Balanced STIC metrics and committee discretion on non‑recurring items reduce windfall risk; robust clawback increases downside accountability .
• Trading signals: Notable vesting events in 2025–2027 and option maturities in 2028/2030 could create scheduled sell windows; however, 10b5‑1 usage and policy prohibitions limit opportunistic selling and alignment concerns .
• Retention/Transition risk: Severance of 2× salary+bonus with good‑reason protection and no single‑trigger CIC benefits is market‑standard, supporting retention without excessive entrenchment; equity acceleration depends on CIC treatment of awards .
• Governance overhang: Strong say‑on‑pay (96.1%), independent chair, and independent committees mitigate dual‑role risk and reduce governance discount potential .

References: EQH 2025 DEF 14A Proxy Statement .