American Financial Group (AFG) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 22, 2025, to be held virtually, with shareholders able to vote online or by phone.

• Key proposals include election of 12 directors, ratification of Ernst & Young as auditor, advisory vote on executive compensation, and amendment to the 2015 Stock Incentive Plan to add non-employee directors.

• 2024 financial highlights: $10.75 core net operating EPS, 19.3% core operating ROE, 90.9% combined ratio, $791M capital returned to shareholders, and 19.6% growth in book value per share plus dividends.

• Board and management emphasize values of integrity, specialization, and accountability, with a focus on long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders will vote on four main items: election of directors, auditor ratification, say-on-pay, and the stock plan amendment.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2026 meeting by December 5, 2025.

Board of directors and corporate governance

• Board consists of 12 nominees with diverse expertise in leadership, finance, risk management, and industry knowledge.

• All key committees (Audit, Compensation, Corporate Governance) are fully independent.

• Lead Independent Director has significant authority and facilitates communication between independent directors and management.

• Annual board and committee self-evaluations are conducted by an outside third party.

• Directors must tender resignation if they fail to receive a majority of votes cast.