DEF 14A 1 a2020proxy.htm DEF 14A Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.    )
 
  
Filed by the Registrant:  x                    Filed by a Party other than the Registrant:  o
Check the appropriate box: 
o
  
Preliminary Proxy Statement
o
  
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x
  
Definitive Proxy Statement
o
  
Definitive Additional Materials
o
  
Soliciting Material Pursuant to §240.14a-12
ATHENE HOLDING LTD.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
 
No fee required.
o
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
(1
)
 
Title of each class of securities to which transaction applies:
 
 
(2
)
 
Aggregate number of securities to which transaction applies:
 
 
(3
)
 
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
 
(4
)
 
Proposed maximum aggregate value of transaction:
 
 
(5
)
 
Total fee paid:
o
 
Fee paid previously with preliminary materials.
o
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 
 
(1
)
 
Amount Previously Paid:
 
 
(2
)
 
Form, Schedule or Registration Statement No.:
 
 
(3
)
 
Filing Party:
 
 
(4
)
 
Date Filed:



ATHENE HOLDING LTD.
Chesney House, 96 Pitts Bay Road,
Pembroke, HM08, Bermuda
NOTICE OF 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS
OF ATHENE HOLDING LTD.
 
 
Hamilton, Bermuda
April 21, 2020
Dear Shareholder:
Notice is hereby given that the annual general meeting of the holders of Class A common shares (the “Shareholders”) of Athene Holding Ltd. (“AHL” and together with its consolidated subsidiaries, the “Company,” “our,” “us,” or “we”) is to be held on June 2, 2020 at 9:00 a.m. Eastern Time. In light of public health concerns regarding the coronavirus (COVID-19) outbreak, we will be hosting a completely virtual annual general meeting, which will be conducted solely online via live webcast. You will be able to attend and participate in the annual general meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/257990728 at the meeting date and time stated above. You will need the password for the meeting and the control number included on your proxy card to access the meeting. The password for the meeting is ATH2020. There is no physical location for the annual general meeting. The annual general meeting will held for the following purposes:
1.
to elect the directors of Athene Holding Ltd. named in the accompanying proxy statement;
2.
to appoint PricewaterhouseCoopers LLP (“PwC”), an independent registered accounting firm, as the Company’s independent auditor to serve until the close of the Company’s next annual general meeting in 2021;
3.
to refer the determination of the remuneration of PwC to the audit committee of the board of directors of the Company; and
4.
to vote on a non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers (“Say on Pay”).
The board of directors recommends a vote FOR each of Items 1 through 4. The Company will also present the Company’s audited consolidated financial statements for the year ended December 31, 2019 at the annual general meeting pursuant to the Bermuda Companies Act 1981, as amended, and Bye-law 78 of the Company’s Thirteenth Amended and Restated Bye-laws (the “Bye-laws”).
Only Shareholders of record, as shown by the Register of Shareholders and the records of Computershare and the Company at the close of business on April 3, 2020 (the “Record Date”) are entitled to receive notice and only those Shareholders as of the Record Date are entitled to vote at the annual general meeting. THE VOTING RIGHTS OF A SHAREHOLDER’S CLASS A COMMON SHARES ARE SUBJECT TO ADJUSTMENT IN ACCORDANCE WITH THE BYE-LAWS AND AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. THE ADJUSTMENTS MAY, IN CERTAIN CIRCUMSTANCES, RESULT IN A SHAREHOLDER’S CLASS A COMMON SHARES CARRYING NO VOTES AT THE ANNUAL GENERAL MEETING. PLEASE SEE “IMPORTANT VOTING INFORMATION” IN THE ACCOMPANYING PROXY STATEMENT FOR A DESCRIPTION OF THE VOTING RIGHTS APPLICABLE TO THE CLASS A COMMON SHARES.
The proxy statement and accompanying materials are first being made available to Shareholders on or about April 21, 2020.
Under Bermuda law, if an item set out in this Notice is no longer applicable at the time of the meeting, the Chairman of the meeting may decide not to put such resolution to a vote at the meeting.
YOU MAY COMPLETE YOUR PROXY BY INTERNET OR MAIL AS SET FORTH ON THE ENCLOSED PROXY CARD, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. YOU MAY ALSO ATTEND THE



MEETING AND VOTE VIA THE LIVE WEBCAST OF THE MEETING AVAILABLE AT WWW.MEETINGCENTER.IO/257990728. IF YOU LATER DESIRE TO REVOKE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ATTACHED PROXY STATEMENT. YOUR SHARES WILL BE VOTED PURSUANT TO THE INSTRUCTIONS CONTAINED IN YOUR COMPLETED PROXY. IF YOU RETURN A SIGNED PROXY CARD AND NO INSTRUCTIONS ARE GIVEN, YOUR SHARES WILL BE VOTED “FOR” ITEMS 2 THROUGH 4.
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be Held on June 2, 2020: the proxy statement for Shareholders is also available at www.investorvote.com/ATH.
 
 
By order of the board of directors,
 
/s/ Natasha Scotland Courcy
Natasha Scotland Courcy
Corporate Secretary








ATHENE HOLDING LTD.
PROXY STATEMENT
FOR
THE ANNUAL GENERAL MEETING OF HOLDERS OF CLASS A COMMON SHARES
TO BE HELD ON JUNE 2, 2020
 
 
IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING
AND PROXY PROCEDURES
The accompanying proxy is solicited by the board of directors of Athene Holding Ltd. (“AHL” and together with its consolidated subsidiaries, the “Company,” “our,” “us,” or “we”) to be voted at the annual general meeting (“Annual General Meeting”) of holders of the Company’s Class A common shares (the “Shareholders” and the “Shares,” respectively) to be held on June 2, 2020 at 9:00 a.m. Eastern Time, and any adjournments thereof. In light of public health concerns regarding the coronavirus (COVID-19) outbreak, we will be hosting a completely virtual Annual General Meeting, which will be conducted solely online via live webcast. You will be able to attend and participate in the Annual General Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetingcenter.io/257990728 at the meeting date and time stated above. You will need the password for the meeting and the control number included on your proxy card to access the meeting. The password for the meeting is ATH2020. There is no physical location for the Annual General Meeting. This proxy statement and the accompanying materials are first being made available to Shareholders on or about April 21, 2020.
The Purpose of the Annual General Meeting
At the Annual General Meeting, the Shareholders will vote in person (via the live webcast) or by proxy on the following matters as set forth in the notice of the meeting:
1.
to elect the directors of Athene Holding Ltd. named in this proxy statement;
2.
to appoint PricewaterhouseCoopers LLP (“PwC”), an independent registered accounting firm, as the Company’s independent auditor to serve until the close of the Company’s next annual general meeting in 2021;
3.
to refer the determination of the remuneration of PwC to the audit committee of the board of directors of the Company; and
4.
to vote on a non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers (“Say on Pay”).
Presentation of Financial Statements
In accordance with the Bermuda Companies Act 1981, as amended, and Bye-law 78 of the Company’s Thirteenth Amended and Restated Bye-laws (the “Bye-laws”), the Company’s audited consolidated financial statements for the year ended December 31, 2019 prepared in accordance with accounting principles generally accepted in the United States will be presented at the Annual General Meeting and will be made available not later than five (5) business days prior to the Annual General Meeting. The board of directors of the Company has approved these financial statements. There is no requirement under Bermuda law that these financial statements be approved by Shareholders, and no such approval will be sought at the Annual General Meeting.
Shareholders Entitled to Vote at the Annual General Meeting
Shareholders of record as of the close of business on April 3, 2020 (the “Record Date”) that are eligible to vote will be entitled to vote at the Annual General Meeting. As of the Record Date, there were 194,224,043 outstanding Class A common shares. Each Class A common share entitles the holder of record thereof to vote at the Annual General Meeting, subject to certain adjustments and limitations, including those set forth in the Company’s Bye-laws and as described herein under “IMPORTANT VOTING INFORMATION—Adjustments to Voting Rights of Class A Common Shares.”

1


Questions and Answers About the Virtual Annual General Meeting

Q:
Why are you holding a virtual meeting instead of a physical meeting?
A:
In light of public health and safety concerns as well as widespread travel restrictions related to the COVID-19 outbreak, our Annual General Meeting will be a virtual meeting where shareholders can participate by accessing a website using the Internet. There will not be a physical meeting location.
Q:
How can I attend the Annual General Meeting?
A:
The Annual General Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual General Meeting only if you were a shareholder of the Company as of the close of business on the Record Date, or if you hold a valid proxy for the Annual General Meeting. No physical meeting will be held.
You will be able to attend the Annual General Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/257990728. You also will be able to vote your shares online by attending the Annual General Meeting by webcast.
To participate in the Annual General Meeting, you will need the control number included on your notice or proxy card. The password for the meeting is ATH2020.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The online meeting will begin promptly at 9:00 a.m., Eastern Time on the June 2, 2020 meeting date. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.
Q:
How do I register to attend the Annual General Meeting virtually on the Internet?
A:
If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you do not need to register to attend the Annual General Meeting virtually on the Internet. Please follow the instructions on the notice or proxy card that you received.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual General Meeting virtually on the Internet. To register to attend the Annual General Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Athene Holding Ltd. holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, on May 28, 2020.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us at the following:
By email:
Forward the email from your broker, or attach an image of your legal proxy, to legalproxy@computershare.com
By mail:
Computershare
Athene Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001


2


IMPORTANT VOTING INFORMATION
Voting Procedures; Quorum
You can ensure that your Shares are properly voted at the meeting by completing, signing, dating and returning the enclosed proxy card to Proxy Services, c/o Computershare Investor Services, P.O. Box 505008, Louisville, KY 40233-9814. Shareholders may also complete their proxy via the internet in accordance with the instructions on your proxy card.
A Shareholder has the right to appoint another person (who need not be a Shareholder) to represent the Shareholder at the Annual General Meeting by completing an alternative form of proxy which can be obtained from the Corporate Secretary or by notifying the Inspectors of Election. See “—Inspectors of Election” below. Every Shareholder entitled to vote has the right to do so either in person (via the live webcast) or by one or more persons authorized by a written proxy executed by such Shareholder and filed with the Corporate Secretary. Any proxy duly executed will continue in full force and effect unless revoked by the person executing it in writing or by the filing of a subsequent proxy. See “—Revocation of Proxies” below.
A Shareholder of record can vote their Shares at the Annual General Meeting by attending the meeting and completing a ballot or by proxy in one of two ways: (1) by dating, signing and completing the proxy card and returning it in accordance with the instructions provided on the proxy card; or (2) electronically via the internet as described in the proxy card. Proxy cards must be either returned by mail or electronically.
Each of Items 1 through 3 to be voted upon at the Annual General Meeting requires the affirmative vote of a majority of the total voting power attributable to all shares of the Company cast at the Annual General Meeting, in each case provided there is a quorum (consisting of Shareholders present in person (via the live webcast) or by proxy entitled to cast a majority of the total votes attributable to all shares of the Company issued and outstanding). Shares owned by Shareholders electing to abstain from voting with respect to any proposal and “broker non-votes” will be counted towards the presence of a quorum but will not be considered votes cast with respect to matters to be voted upon at the Annual General Meeting. Therefore, assuming a quorum is achieved, abstentions and “broker non-votes” will have no effect on the outcome of the matters to be voted upon at the Annual General Meeting. A “broker non-vote” occurs when a nominee, such as a broker, holding Shares in “street name” for a beneficial owner, does not vote on a particular proposal because that nominee does not have discretionary voting power with respect to a proposal and has not received instructions from the beneficial owner. A Shareholder of Shares held in “street name” that would like to instruct their broker how to vote their Shares should follow the directions provided by their broker.
Item 4 to be voted upon at the Annual General Meeting is an advisory vote, and the result will not be binding. However, our compensation committee will consider the outcome of the vote with respect to Item 4 when evaluating the effectiveness of our compensation principles and in connection with its compensation decisions. With respect to Item 4, shares owned by Shareholders electing to abstain from voting and “broker non-votes” will be counted towards the presence of a quorum but will not be considered votes cast. Therefore, assuming a quorum is achieved, abstentions and “broker non-votes” will have no effect on the outcome of Item 4.
If you hold your Shares through a broker, bank or other financial institution, in order for your vote to be counted on any matter, you must provide specific voting instructions to your broker, bank or financial institution by following your broker, bank or financial institution’s instructions for completing and returning the proxy card to your broker, bank or financial institution or following your broker, bank or financial institution’s instructions to vote your Shares via the Internet. Voting deadlines vary by institution. Please check with your broker, bank or other financial institution for its voting cut-off date for the Annual General Meeting.
Revocation of Proxies
Any Shareholder giving a proxy has the power to revoke it prior to its exercise by: (1) giving notice of such revocation in writing to the Corporate Secretary of the Company at Athene Holding Ltd., Chesney House, 96 Pitts Bay Road, Pembroke, HM08, Bermuda; (2) by attending and voting in person (via the live webcast) at the Annual General Meeting; or (3) by executing a subsequent proxy, provided that any such action is taken in sufficient time to permit the necessary examination and tabulation of the subsequent proxy or revocation before the votes are taken. Sending in a signed proxy will not affect your right to attend the meeting and vote. If a Shareholder attends the meeting and votes in person (via the live webcast), any previously submitted proxy will be considered revoked. If a Shareholder holds their Shares in “street name” by a broker and has directed its broker to vote its Shares, such Shareholder should instruct its broker to change its vote or obtain a proxy to vote its Shares if such Shareholder wishes to cast its vote in person (via the live webcast) at the Annual General Meeting.

3


Adjustments to Voting Rights of Class A Common Shares
The Bye-laws generally provide that Shareholders are entitled to vote, on a non-cumulative basis, at all annual general and special meetings of Shareholders with respect to matters on which Class A common shares are eligible to vote. The Class A common shares collectively represent 100% of the total votes attributable to all shares of the Company issued and outstanding, and subject to certain voting restrictions and adjustments set forth in Bye-Law 4.3 (described below), each Class A common share is entitled to one vote.
Bye-law 4.3 sets out certain adjustments to the voting power of the Class A common shares, pursuant to which a Shareholder’s Class A common shares may carry no votes or be entitled to more or less than one vote per share. The adjustments apply automatically and depend on the identity and characteristics of the holder of the shares as of the Record Date; for example, Class A common shares that carry no votes at the 2020 Annual General Meeting may be entitled to vote at a later meeting of Shareholders as a result of a change in facts. The adjustments are applicable only until any date that is identified as the “Restriction Termination Date” for purposes of the Bye-laws by at least 70% of the board of directors (or, after March 31, 2021, 75% of the board of directors). As of the date hereof, no such “Restriction Termination Date” has been identified. Further, the adjustments do not apply if the number and relationships of the Company’s shareholders would make it impossible to fully reallocate all the vote that would be reduced pursuant to the voting adjustments.
The specific Class A common share voting adjustments are as follows:
In the event that any Tentative 9.9% Shareholder exists, then (A) the votes of the Controlled Shares of each such Tentative 9.9% Shareholder will be reduced pro rata to the extent necessary such that the aggregate votes of such Controlled Shares constitute no more than 9.9% of the total votes attributable to all shares of the Company issued and outstanding; and (B) the votes of all Restricted Common Shares will be reduced to zero.
The votes of all Class A common shares whose votes were not reduced pursuant to the adjustments above will be increased pro rata based on their then current voting power, in an aggregate amount equal to the aggregate reduction in votes of Class A common shares pursuant to the adjustments above; provided, that the increase will be limited as to any Class A common share to the extent necessary to avoid (A) causing any person other than a Permitted 9.9% Shareholder to be a 9.9% Shareholder or (B) creating a RPII Control Group.
The following definitions apply for purposes of these adjustments:
9.9% Shareholder” means a person whose Controlled Shares constitute more than nine and nine-tenths percent (9.9%) of the total votes attributable to all shares of the Company issued and outstanding.
Apollo Group” means, (i) Apollo Global Management, Inc. (“AGM”), (ii) AAA Guarantor - Athene, L.P., (iii) any investment fund or other collective investment vehicle whose general partner or managing member is owned, directly or indirectly, by AGM or by one or more of AGM’s subsidiaries, (iv) BRH Holdings GP, Ltd. and its shareholders, (v) any executive officer or employee of AGM or its subsidiaries, (vi) any Shareholder that has granted to AGM or any of its affiliates a valid proxy with respect to all of such Shareholder’s Class A common shares pursuant to Bye-law 34 and (vii) any affiliate of a person described in clauses (i), (ii), (iii), (iv), (v) or (vi) above; provided, that none of the Company or its subsidiaries will be deemed to be a member of the Apollo Group.
Controlled Shares” means, in reference to any person, all Class A common shares owned by such person or any of its affiliates beneficially within the meaning of Section 13(d)(3) of the Exchange Act and the rules and regulations promulgated thereunder.
Permitted 9.9% Shareholder” means a person that has received consent of at least 70% of the board of directors (or, after March 31, 2021, 75% of the board of directors) to be a 9.9% Shareholder.
Restricted Common Shares” means a Class A common share that is treated (for purposes of Section 954(d)(3) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), as applicable for purposes of Section 953(c) of the Code) as owned (in whole or in part) by any person (other than a member of the Apollo Group (without regard to clause (v) of the definition of “Apollo Group”)) who is treated (for purposes of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) as owning any stock of AGM.
RPII Control Group” means any RPII Shareholder, or any person or persons who control (within the meaning of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) a RPII Shareholder, who would be treated (for purposes of Section 954(d)(3) of the Code, as applicable for purposes of Section 953(c) of the Code) as owning more than 49.9% of the total voting power of all classes of stock entitled to vote of the Company or any Subsidiary of the Company but not more than 50% of the total value of the stock of the Company or such Subsidiary, respectively, but for the application of these voting adjustments.

4


RPII Shareholder” means a U.S. Person who owns (within the meaning of Section 958(a) of the Code) any stock of the Company.
Tentative 9.9% Shareholder” means a person that, but for these adjustments to the voting rights of Class A common shares, would be a 9.9% Shareholder; provided, that in no event will a Permitted 9.9% Shareholder be a Tentative 9.9% Shareholder.
U.S. Person” means a “United States person”, as such term is defined in Section 957(c) of the Code.
Based on our searches of public filings and other inquiries, as of the Record Date, the Company does not believe any Tentative 9.9% Shareholder exists and therefore voting adjustments shall not apply to the voting rights of the holders of the Class A common shares at the Annual General Meeting. Furthermore, as of the Record Date, only members of the Apollo Group have been designated as Permitted 9.9% Shareholders.
In general, the Bye-laws provide that the board of directors may determine that certain shares shall have different voting rights or carry no voting rights as it determines appropriate to avoid the existence of any 9.9% Shareholder other than any Permitted 9.9% Shareholder or, upon the request of a Shareholder, to avoid adverse tax, legal or regulatory consequences for such Shareholder or any of its affiliates or direct or indirect owners. In addition, the board of directors has the authority under the Bye-laws to request information from any Shareholder for the purpose of determining whether any person’s voting rights are to be adjusted pursuant to the Bye-laws, and a Shareholder is required to provide such information as promptly as reasonably practicable. IF A SHAREHOLDER FAILS TO REASONABLY RESPOND TO SUCH A REQUEST, OR SUBMITS INCOMPLETE OR INACCURATE INFORMATION IN RESPONSE TO SUCH A REQUEST, THE COMPANY MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, DETERMINE THAT THE SHAREHOLDER’S CLASS A COMMON SHARES WILL CARRY NO VOTING RIGHTS OR REDUCED VOTING RIGHTS.
Restrictions on Holding Class A Common Shares
The Bye-laws also contain certain restrictions on holders of Class A common shares. Bye-law 5.1 provides that:
No Shareholder (or, to its actual knowledge, any direct or indirect beneficial owner thereof) who is a “United States shareholder” of the Company (within the meaning of Section 953(c) of the Code), nor any “related person” (within the meaning of Section 953(c) of the Code) to such Shareholder (or such owner), shall at any time knowingly permit itself to be a Related Insured Entity. For these purposes, a “Related Insured Entity” is any person who is (directly or indirectly) insured or reinsured by any of the Company’s subsidiaries as specified in Schedule 1 hereto or by any ceding company as specified in Schedule 2 hereto to which the Company’s subsidiaries provide reinsurance (as such Schedules may be amended by the board of directors from time to time and published on the Company’s website).
No Shareholder who is a U.S. Person shall knowingly permit itself (or, to its actual knowledge, any direct or indirect beneficial owner thereof) to own (directly, indirectly or constructively pursuant to Section 958 of the Code) shares of the Company possessing 50% or more of the total voting power or total value of the Company’s stock.
No Shareholder (or, to its actual knowledge, any direct or indirect beneficial owner thereof) nor any “related person” (within the meaning of Section 953(c) of the Code) to such Shareholder (or such owner) (in all cases, excluding any member of the Apollo Group) may (i) acquire any interests (for this purpose, including any instrument or arrangement that is treated as an equity interest for U.S. federal income tax purposes) in AGM or (ii) make any investment, or enter into a transaction, that, to the actual knowledge of such Shareholder at the time such Shareholder, owner or related person becomes bound to make the investment or enter into the transaction, would cause such Shareholder, owner or related person, or any other U.S. Person, to own (directly, indirectly or constructively pursuant to Section 958 of the Code) shares of the Company possessing 50% or more of the total voting power or total value of the Company’s stock.
Inspectors of Election
Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233-5000, United States of America, has been appointed as Inspectors of Election for the Annual General Meeting. Representatives of Computershare will be available during the Annual General Meeting to facilitate the voting of ballots and determine the results of the vote.

5


Availability of Proxy Materials
Proxy materials for the Annual General Meeting, including the Notice of 2020 Annual General Meeting and this proxy statement are available online for viewing and downloading at: www.investorvote.com/ATH.

6


SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Principal Shareholders
The following table sets forth information as of February 29, 2020 regarding the beneficial ownership of our Class A common shares by (1) each person or group who is known by us to own beneficially more than 5% of our outstanding Class A common shares (including any securities convertible or exchangeable within 60 days into Class A common shares), (2) each of our named executive officers (“NEOs”), (3) each of our directors and (4) all of our current executive officers and directors as a group.
Beneficial ownership for the purposes of the following table is determined in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. In addition, the voting power of our shareholders may be restricted or adjusted as described in “IMPORTANT VOTING INFORMATION” above. Additionally, in some cases, certain Class A common shares may be deemed non-voting. See “IMPORTANT VOTING INFORMATION—Adjustments to Voting Rights of Class A Common Shares.”
To our knowledge, each person named in the table below has sole voting and investment power with respect to all of the Class A common shares shown as beneficially owned by such person, except as otherwise set forth in the notes to the table and pursuant to applicable community property laws. Unless otherwise indicated in the table or footnotes below, the address for each officer and director listed in the table is c/o Athene Holding Ltd., Chesney House, First Floor, 96 Pitts Bay Road, Pembroke, HM08, Bermuda.
 











7


 
 
Amount and Nature of Beneficial Ownership
 
 
Class A Common Shares
Beneficially Owned
 
 
 
Number of Shares
 
Percent(1)
 
Apollo Holders(3)
 
63,274,962

(2) 
30.1
%
 
The Vanguard Group
 
14,430,067

(4) 
7.1
%
 
Wellington Management Group LLP
 
12,762,294

(5) 
6.3
%
 
Executive Officers and Directors
 
 
 
 
 
James R. Belardi
 
5,419,129

(6) 
2.6
%
 
William J. Wheeler
 
2,992,283

(7) 
1.5
%
 
Grant Kvalheim
 
1,922,724

(8) 
                       *

 
Martin P. Klein
 
316,666

(9) 
*

 
Frank Gillis
 
1,250,643

(10) 
                       *

 
Marc Rowan
 
1,681,075

(11) 
                       *

 
Marc Beilinson
 
77,771

(12) 
*

 
Gernot Lohr
 
1,672,719

(13) 
                       *

 
Matthew R. Michelini
 
128,267

(14) 
*

 
Robert Borden
 
57,159

(15) 
*

 
Hope Taitz
 
73,103

(16) 
*

 
Lawrence J. Ruisi
 
48,970

(17) 
*

 
Dr. Manfred Puffer
 
19,429

(18) 
*

 
H. Carl McCall
 
24,446

(19) 
*

 
Brian Leach
 
24,416

(20) 
*

 
Arthur Wrubel
 
24,446

(21) 
*

 
Fehmi Zeko
 
5,843

(22) 
*

 
Mitra Hormozi
 
3,701

(23) 
*

 
Scott Kleinman
 
257,258

(24) 
*

 
All directors and executive officers as a group (20 persons)
 
16,160,375

(25) 
7.6
%
 
 
* Represents less than 1%
(1)
The percentage of beneficial ownership of our Class A common shares is based on 203,815,874 Class A common shares outstanding as of February 29, 2020.
(2)
Consists of shares held of record by the following members of the Apollo Group (as defined herein) (the “Apollo Holders”): 605,555 Class A common shares held of record by AAA Guarantor-Athene, L.P.; 80,096 Class A common shares held of record by Apollo Palmetto Advisors, L.P.; 220,000 Class A common shares held of record by Apollo Principal Holdings V, L.P.; 24,749,728 Class A common shares held of record by Apollo Principal Holdings VIII, L.P.; 1,569,625 Class A common shares held of record by AAA Holdings, L.P.; one Class A common share held of record by Apollo Insurance Solutions Group LP; 30,344 Class A common shares that have been granted to employees of Apollo Insurance Solutions Group LP and are held of record by Apollo Management Holdings, L.P. as custodian; all Class A common shares beneficially owned by Mr. Belardi and Mr. Wheeler, pursuant to a voting agreement among Apollo Management Holdings, L.P., Mr. Belardi, and Mr. Wheeler, to which Mr. Belardi and Mr. Wheeler irrevocably appointed Apollo Management Holdings, L.P. as its proxy to vote all such shares at any meeting of the Company’s shareholders; 2,882,191 Class A common shares held of record by APH I Holdings - Wednesday Sub (Cayman), LLC; 126,144 Class A common shares held of record by APH II Holdings - Wednesday Sub (Cayman), LLC; 440,296 Class A common shares held of record by APH III Holdings - Wednesday Sub (Cayman), LLC; 498,872 Class A common shares held of record by APH IV Holdings - Wednesday Sub (Cayman), LLC; 70,584 Class A common shares held of record by APH V Holdings - Wednesday Sub (Cayman), LLC; 375,365 Class A common shares held of record by APH VI Holdings - Wednesday Sub (Cayman), LLC; 182,050 Class A common shares held of record by APH VII Holdings - Wednesday Sub (Cayman), LLC; 1,262,505 Class A common shares held of record by APH VIII Holdings - Wednesday Sub (Cayman), LLC; 202,951 Class A common shares held of record by APH IX Holdings - Wednesday Sub (Cayman), LLC; 36,457 Class A common shares held of record by APH X Holdings - Wednesday Sub (Cayman), LLC; 1,309,203 Class A common shares held of record by APH XI Holdings - Wednesday Sub (Cayman), LLC; 283,829 Class A common shares held of record by APH XII Holdings - Wednesday Sub (Cayman), LLC; and 20,288,737 Class A common shares held of record by AMH Holdings - Wednesday Sub (Cayman), LLC.

The Apollo Holders are investment funds and management entities affiliated with Apollo Global Management, Inc., a New York Stock Exchange listed company.

The number of shares reported as beneficially owned by the Apollo Holders do not include shares held by the founders, employees and consultants of Apollo Global Management, Inc. As of February 29, 2020, the Apollo Holders and these Apollo related parties held in the aggregate 72,528,592 Class A common shares (based on information from Apollo) or 34.0% percent of the outstanding Class A common shares issued on a fully diluted basis. The number of shares reported as beneficially owned by the Apollo Holders also do not include the number of shares Apollo Management Holdings, L.P. may acquire upon the exercise of a right under a Shareholders Agreement among certain Apollo Holders and the Company to purchase up to that

8


number of Class A common shares that would increase by five percentage points the percentage of the issued and outstanding Class A common shares beneficially owned by the Apollo Holders and other persons associated with Apollo Global Management, Inc., calculated on a fully diluted basis. The reported amounts also do not include shares that may be acquired pursuant to a certain right granted to Apollo to the extent the issued and outstanding Class A common shares owned by the Apollo Holders and other persons associated with Apollo Global Management, Inc. do not equal at least 35% of the issued and outstanding Class A common shares, on a fully diluted basis.
(3)
The address of each of Apollo Principal Holdings V, L.P., Apollo Principal Holdings VIII, L.P., APH I Holdings - Wednesday Sub (Cayman), LLC; APH II Holdings - Wednesday Sub (Cayman), LLC; APH III Holdings - Wednesday Sub (Cayman), LLC; APH IV Holdings - Wednesday Sub (Cayman), LLC; APH V Holdings - Wednesday Sub (Cayman), LLC; APH VI Holdings - Wednesday Sub (Cayman), LLC; APH VII Holdings - Wednesday Sub (Cayman), LLC; APH VIII Holdings - Wednesday Sub (Cayman), LLC; APH IX Holdings - Wednesday Sub (Cayman), LLC; APH X Holdings - Wednesday Sub (Cayman), LLC; APH XI Holdings - Wednesday Sub (Cayman), LLC; APH XII Holdings - Wednesday Sub (Cayman), LLC; and AMH Holdings - Wednesday Sub (Cayman), LLC is c/o Walkers Corporate Limited, Cayman Corporate Center, 27 Hospital Road, Georgetown, KY1-9008, Grand Cayman, Cayman Islands. The address of AAA Holdings, L.P. is Trafalgar Court, Les Banques, GY1 3QL, St. Peter Port, Guernsey, Channel Islands. The address of Athene Insurance Solutions Group LP is 2121 Rosecrans Ave., Suite 5300, El Segundo, CA 90245. The address of each of Apollo Palmetto Advisors, L.P., AAA Guarantor-Athene, L.P., Apollo Management Holdings, L.P., and Apollo Global Management, Inc. is 9 West 57th Street, 43rd Floor, New York, New York 10019.
(4)
The number of shares listed for The Vanguard Group is based on the Schedule 13G filed by The Vanguard Group on March 6, 2020. The address of The Vanguard Group is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.
(5)
The number of shares listed for Wellington Management Group LLP is based on the Schedule 13G filed by Wellington Management Group LLP on January 27, 2020. The address of Wellington Management Group LLP is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA 02210.
(6)
Consists of (1) 1,004,384 Class A common shares held of record by the James and Leslie Belardi Family Trust, (2) 16,657 Class A common shares held of record by the Belardi Family Irrevocable Trust, (3) 28,005 Class A common shares held of record by the Belardi 2018 GRAT, (4) 131,691 Class A common shares held of record by the Belardi 2019 GRAT, (5) options to acquire 260,585 Class A common shares vested as of April 29, 2020, (6) warrants held of record by the Belardi Family Irrevocable Trust exercisable for 334,325 Class A common shares, (7) warrants held of record by the Belardi 2018 GRAT exercisable for 656,299 Class A common shares and (8) warrants held of record by the Belardi 2019 GRAT exercisable for 2,987,183 Class A common shares. Excludes 112,959 restricted Class A common shares, 51,873 Class A restricted stock units and options to acquire 123,352 Class A common shares which are unvested as of April 29, 2020. Mr. Belardi disclaims beneficial ownership of all common shares of Athene held by the Belardi Family Irrevocable Trust and the members of the Apollo Group.
(7)
Consists of (1) 469,500 Class A common shares, (2) options to acquire 147,783 Class A common shares vested as of April 29, 2020 and (3) warrants exercisable for 2,375,000 Class A common shares. Excludes 58,759 restricted Class A common shares, 40,633 Class A restricted stock units and options to acquire 94,263 Class A common shares which are unvested as of April 29, 2020.
(8)
Consists of (1) 1,601,220 Class A common shares, (2) options to acquire 89,042 Class A common shares vested as of April 29, 2020 and (3) warrants exercisable for 232,462 Class A common shares. Excludes 44,195 restricted Class A common shares, 34,753 Class A restricted stock units and options to acquire 78,394 Class A common shares which are unvested as of April 29, 2020.
(9)
Consists of (1) 92,797 Class A common shares, (2) options to acquire 90,953 Class A common shares vested as of April 29, 2020 and (3) warrants exercisable for 132,916 Class A common shares. Excludes 45,652 restricted Class A common shares, 34,062 Class A restricted stock units and options to acquire 77,694 Class A common shares which are unvested as of April 29, 2020.
(10)
Consists of (1) 156,941 Class A common shares held of record by Frank Gillis individually,  (2) 20,000 Class A common shares held of record by an individual retirement account in the name of Mr. Gillis, (3) 12,708 Class A common shares held of record by the Gillis Family Trust, (4) options to acquire 57,394 Class A common shares vested as of April 29, 2020, (5) warrants held of record by Frank Gillis individually exercisable for 718,600 Class A common shares and (6) warrants held of record by the Gillis Family Trust exercisable for 285,000 Class A common shares. Excludes 19,970 restricted Class A common shares and options to acquire 15,613 Class A common shares which are unvested as of April 29, 2020. Mr. Gillis disclaims beneficial ownership of all common shares of Athene held by the Gillis Family Trust.
(11)
Consists of Class A common shares held by entities directly or indirectly controlled by Mr. Rowan. The reported amount does not include, and Mr. Rowan disclaims beneficial ownership of, Class A common shares owned by the Apollo Holders, as well as AP Alternative Assets, L.P. (“AAA”), which is a limited partner of AAA Investments, L.P. Mr. Rowan does not have the power to vote or dispose of any Athene common shares that may from time to time be held by AAA or the Apollo Holders and therefore is not deemed to beneficially own such shares.
(12)
Excludes 3,542 restricted Class A common shares which are unvested as of April 29, 2020.
(13)
Mr. Lohr disclaims beneficial ownership of all common shares of Athene held of record or beneficially owned by the Apollo Holders or any other member of the Apollo Group. In addition to his ownership of our Class A common shares, Mr. Lohr also owns interests in AAA, which is a limited partner of AAA Investments, L.P. Mr. Lohr does not have the power to vote or dispose of any Athene common shares that may be held from time to time by AAA and therefore is not deemed to beneficially own such shares. 1,672,718 Class A common shares owned by Mr. Lohr have been pledged as security to a financial institution.
(14)
Mr. Michelini disclaims beneficial ownership of all common shares of Athene held of record or beneficially owned by the Apollo Holders or any other member of the Apollo Group. Mr. Michelini owns interests in AAA, which is a limited partner of AAA Investments, L.P. Mr. Michelini does not have the power to vote or dispose of any Athene common shares that may be held from time to time by AAA and therefore is not deemed to beneficially own such shares.
(15)
Consists of (1) 37,147 Class A common shares held of record by PENSCO Trust Co. Custodian FBO Robert L. Borden IRA and (2) 20,012 Class A common shares held of record by Mr. Borden individually. Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.
(16)
Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.
(17)
Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.
(18)
Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.
(19)
Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.
(20)
Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.
(21)
Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.
(22)
Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.
(23)
Excludes 3,155 restricted Class A common shares which are unvested as of April 29, 2020.
(24)
Mr. Kleinman disclaims beneficial ownership of all common shares of Athene held of record or beneficially owned by the Apollo Holders or any other member of the Apollo Group. Mr. Kleinman owns interests in AAA, which is a limited partner of AAA Investments, L.P. Mr. Kleinman does not have the power to vote or dispose of any Athene common shares that may be held from time to time by AAA and therefore is not deemed to beneficially own such shares.
(25)
Totals include restricted common shares, warrants and options held by such individuals which have vested or will vest as of April 29, 2020.

9


CORPORATE GOVERNANCE
Corporate Governance
Our business and affairs are managed under the direction of our board of directors. Our board of directors currently consists of 15 members. Six of our directors are employees of or consultants to Apollo or its affiliates (including Mr. Belardi, our Chairman, Chief Executive Officer and Chief Investment Officer, who is also Chairman and Chief Executive Officer of Apollo Insurance Solutions Group LP (“ISG”, formerly known as Athene Asset Management LLC). We believe that it is appropriate, given Mr. Belardi’s in-depth knowledge of the Company and our business and industry and his ability to formulate and implement strategic initiatives, that the offices of Chief Executive Officer and Chairman have been vested in Mr. Belardi.
Under our Bye-laws, our board of directors may consist of not less than two and not more than 17 directors. Our board size is currently set at 15 members. If there is a vacancy on our board of directors due to the death, disability, disqualification, removal or resignation of a director, or there is an increase in the number of our directors or a failure to elect a director at a shareholder meeting, the board of directors may appoint any person as a member of the board of directors on an interim basis until the next annual general meeting provided that such person has been approved by a majority of the nominating and corporate governance committee. At the next annual general meeting, the newly appointed director will be put to a shareholder vote. Persons appointed by the board of directors to fill vacancies must be approved by a majority of the board of directors.
Director Independence
Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning his or her background, employment and affiliations, our board of directors has determined that Messrs. Beilinson, Borden, Leach, McCall, Ruisi, Wrubel, Zeko and Ms. Hormozi do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors meets the independence requirements of the NYSE listing rules. Consequently, a majority of our directors are independent directors. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director and non-Apollo director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of our common shares by such director and any transactions involving them described under “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” herein.
Board Meetings and Committees; Attendance at Annual General Meeting
The board of directors held seven meetings in 2019 consisting of regularly scheduled, full agenda meetings and special, limited agenda meetings held on short notice. During 2019, the audit committee met eight times, the compensation committee met nine times, the nominating and corporate governance committee met four times, the risk committee met four times, the legal and regulatory committee (which was established during 2019) met two times, the executive committee met four times and the conflicts committee met ten times. Each director attended at least 75% of his or her board and committee meetings that such director was eligible to attend, other than Mr. Lohr.
Twelve directors of the Company attended the 2019 annual general meeting. As a public company, the Company encourages directors to use best efforts to attend all annual general meetings.
Classified Board of Directors
Our Bye-laws provide for our board of directors to be divided into three classes with members of each class serving staggered three-year terms. Only one class of directors will be elected at each annual general meeting of Shareholders, with directors in other classes continuing for the remainder of their respective three-year terms. Our current directors are divided among the three classes as follows:
 
our Class I directors are Messrs. Belardi, Michelini, Leach, Lohr and Rowan and their terms will expire at our annual general meeting to be held in 2022;

our Class II directors are Messrs. Wrubel, Ruisi, Zeko and Kleinman, and Ms. Taitz and their terms will expire at our annual general meeting to be held in 2020; and

our Class III directors are Messrs. Borden, McCall and Beilinson and Dr. Puffer and Ms. Hormozi and their terms will expire at our annual general meeting to be held in 2021.

10


Our directors hold office until their successors have been elected and qualified or until the earlier of their death, resignation or removal. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.
The classification of our board of directors may have the effect of delaying or preventing changes of control of our Company.
Lead Independent Director
Mr. Beilinson is our Lead Independent Director. In this role, the Lead Independent Director, among other things, presides at executive sessions of the independent directors, serves as liaison between the chairman and the independent directors, reviews board meeting schedules and agendas, reviews information sent to the board and is authorized to call meetings of the independent directors.
Committees of the Board of Directors
Our board of directors has the authority to appoint committees to perform certain management and administration functions. Our board of directors has seven standing committees: audit, compensation, nominating and corporate governance, legal and regulatory, conflicts, executive and risk. The table below shows the membership for each of the board of directors’ standing committees.
Audit Committee
 
Compensation
Committee
 
Conflicts Committee
 
Legal and Regulatory Committee
Lawrence J. Ruisi (Chair)*
 
Marc Beilinson (Chair)*
 
Marc Beilinson*
 
Marc Beilinson*
Robert Borden*
 
Mitra Hormozi*
 
Robert Borden*
 
Mitra Hormozi*
Brian Leach*
 
Arthur Wrubel*
 
Hope Taitz
 
Matthew Michelini
 
 
 
 
 
 
Hope Taitz
 
 
 
 
 
Executive Committee
 
Nominating and Corporate
Governance Committee
 
Risk Committee
 
 
James R. Belardi
 
Arthur Wrubel (Chair)*
 
Manfred Puffer (Chair)
 
 
Marc Rowan
 
H. Carl McCall*    
 
Robert Borden*
 
 
Matthew Michelini
 
Fehmi Zeko*
 
Brian Leach*
 
 
 
 
 
 
Matthew Michelini
 
 
 
 
 
 
Lawrence J. Ruisi*
 
 
 
 
 
 
Hope Taitz
 
 
 
 
 
 
 
 
 
* Independent director for purposes of the NYSE corporate governance listing requirements.
 
Audit Committee
The audit committee’s duties include, but are not limited to, assisting the board of directors with its oversight and monitoring responsibilities regarding:
 
the integrity of the Company’s consolidated financial statements and financial and accounting processes;
compliance with the audit, legal, accounting and internal controls requirements by AHL and its subsidiaries;
the independent auditor’s qualifications, independence and performance;
related party transactions other than transactions between AHL and its subsidiaries and Apollo and its affiliates (other than AHL and its subsidiaries) and other related party transactions ancillary thereto that are required to be reviewed by the conflicts committee or by the disinterested directors on our board of directors as described under “—Conflicts Committee” below, or are expressly exempt from such review under our internal policies;
the performance of the Company’s internal control over financial reporting and its subsidiaries’ internal control over financial reporting (including monitoring and reporting by subsidiaries) and the function of the Company’s internal audit department;
the Company’s legal and regulatory compliance and ethical standards;
procedures to receive, retain and treat complaints regarding accounting, internal controls over financial reporting or auditing matters and to receive confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and
the review of the Company’s financial disclosure and public filings.

11


Our audit committee is currently comprised of Messrs. Leach, Ruisi and Borden. Mr. Ruisi is the chair of the audit committee. The board of directors has determined that each of Messrs. Ruisi, Leach and Borden meet the independence requirements of the NYSE rules and the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act of 1934, as amended. The board of directors has determined that each member of our audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. The chair of our audit committee, Mr. Ruisi, is an independent director and an “audit committee financial expert” as that term is defined in the rules and regulations of the SEC. Our board of directors has approved a written charter under which the audit committee will operate. A copy of the charter of our audit committee is available on our principal corporate website at www.athene.com. Information contained on our website or connected thereto does not constitute a part of, and is not incorporated by reference into, this proxy statement.
Pre-Approval Policies and Procedures of the Audit Committee
The audit committee has adopted procedures for pre-approving all audit and permissible non-audit services provided by the Company’s independent auditor. The audit committee will, on an annual basis, review and pre-approve the audit, review, attestation and permitted non-audit services to be provided during the next audit cycle by the Company’s independent auditor. To the extent practicable, the audit committee will also review and approve a budget for such services. Services proposed to be provided by the independent auditor that have not been pre-approved during the annual review and the fees for such proposed services must be approved by the audit committee. All requests or applications for the independent auditor to provide services to the Company over certain thresholds shall be submitted to the audit committee or the Chairman thereof. The audit committee considered whether the provision of non-audit services performed by the Company’s independent auditor is compatible with maintaining the independent auditor’s independence during 2019. The audit committee concluded in 2019 that the provision of these services was compatible with the maintenance of the independent auditor’s independence in the performance of its auditing functions during 2019. All services were approved by the audit committee or were pre-approved under the audit committee’s pre-approval policy.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The following Report of the Audit Committee of the Board of Directors of the Company does not constitute soliciting material and should not be deemed filed or incorporated by reference into any future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act, except to the extent the Company specifically incorporates this Report by reference.
The audit committee has reviewed and discussed the audited consolidated financial statements of the Company for the year ended December 31, 2019 with management and the independent auditors. The audit committee has discussed with the independent auditors the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.
The audit committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditors’ communications with the audit committee concerning independence. The audit committee has discussed with the independent auditors the independent auditors’ independence. The independent auditors and the Company’s internal auditors had full access to the audit committee, including meetings without management present as needed.
Based on the audit committee’s review and discussions referred to above, the audit committee recommended to the board of directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
AUDIT COMMITTEE
Lawrence J. Ruisi, Chairman
Brian Leach
Robert Borden
Compensation Committee
The purposes of the compensation committee are generally to:
 
review and approve annually corporate goals and objectives, including financial and other performance targets, relevant to Chief Executive Officer and executive officer compensation;

12


review and approve annually corporate goals and objectives, including financial and other performance targets, relevant to compensation paid to the other executive officers and key employees of the Company and its subsidiaries;
review, approve and, when necessary, make recommendations to the board of directors regarding the Company’s compensation plans for executive officers and key employees, including with respect to incentive compensation plans and share-based plans, policies and programs;
review and administer the Company’s share incentive plans and any other share-based plan and any incentive-based plan of the Company and its subsidiaries, including approving grants and/or awards of restricted stock, stock options and other forms of equity-based compensation under any such plans to executive officers, and, at its discretion, delegate authority to senior management to administer such plans for employees of the Company who are not executive officers and key employees;
review and approve, for the Chief Executive Officer and other executive officers of the Company, when and if appropriate, employment agreements, severance agreements, consulting agreements and change in control or termination agreements and any benefits or perquisites not broadly applicable to the employee population;
prepare the compensation committee report to be included in an annual report or proxy statement, as required by applicable SEC and NYSE rules;
review periodically the Company’s compensation plans, policies and programs to assess whether such policies encourage excessive or inappropriate risk-taking or earnings manipulation;
review the results of any advisory stockholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such vote; and
monitor compliance with stock ownership guidelines for the Chief Executive Officer and other executive officers of the Company.
Our compensation committee is comprised of Messrs. Beilinson and Wrubel and Ms. Hormozi. Mr. Beilinson is the chair of the compensation committee. The board of directors has determined that each of Messrs. Beilinson and Wrubel and Ms. Hormozi meet the independence requirements of the NYSE rules and therefore all members of the compensation committee are independent directors. Our board of directors has approved a written charter under which the compensation committee will operate. A copy of the charter of our compensation committee is available on our principal corporate website at www.athene.com. Information contained on our website or connected thereto does not constitute a part of, and is not incorporated by reference into, this proxy statement.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
The compensation committee has reviewed and discussed “COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS” with executive management. Based on its review, the compensation committee recommended to the board of directors that “COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS” be included in this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
COMPENSATION COMMITTEE
Marc A. Beilinson, Chairman
Mitra Hormozi
Arthur Wrubel
Nominating and Corporate Governance Committee
The purposes of the nominating and corporate governance committee are to:
 
identify, evaluate and recommend individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;
select, or recommend that our board of directors select, the director nominees to stand for election at each annual general meeting of shareholders of the Company or to fill vacancies on our board of directors;
develop and recommend to our board of directors a set of corporate governance guidelines applicable to the Company and its subsidiaries; and
oversee the annual performance evaluation of our board of directors and each of its committees.
The nominating and corporate governance committee recommends directors eligible to serve on the committees of our board of directors. The nominating and corporate governance committee also reviews and evaluates, in accordance with our Bye-laws, all shareholder director nominees. All shareholder director nominations must be made in accordance with the requirements of our Bye-laws, which specify the appropriate period of notice (as described below in “MORE INFORMATION

13


Shareholders’ Proposals and Director Nominees for the 2021 Annual General Meeting”) and enumerate certain required disclosures the shareholder must include with his or her notice of intent to the Company when making a director nomination.
In recommending directors and evaluating shareholder director nominees, the nominating and corporate governance committee as a general matter seeks to compose the Company’s board to be of effective size and composition with a diversity of backgrounds, skills and experiences. The nominating and corporate governance committee, considers several additional factors, including the potential directors’:
 
fitness and propriety for the position, including a high level of professional ethics, integrity, leadership values and the ability to exercise sound judgment;
useful qualifications, industry experience, technical expertise; education and other skills and expertise, as well as the interplay of those factors with the qualifications and experience of incumbent directors;
a willingness and ability to devote the time necessary to carry out the duties and responsibilities of board membership;
a desire to oversee that the operations and financial reporting are effected in an accurate and transparent manner and in compliance with applicable laws, rules and regulations;
diversity, including gender, race, national origin, ethnicity and age; and
a dedication to the representation of the best interests of the Company and its shareholders.
Our nominating and corporate governance committee is comprised of Messrs. Wrubel, McCall, and Zeko. Mr. Wrubel is the chair of the nominating and corporate governance committee. The board of directors has determined that each of Messrs. Wrubel, McCall, and Zeko meet the independence requirements of the NYSE rules and therefore all members of our nominating and corporate governance committee are independent directors. A copy of the charter of our nominating and corporate governance committee is available on our principal corporate website at www.athene.com. Information contained on our website or connected thereto does not constitute a part of, and is not incorporated by reference into, this proxy statement.

Legal and Regulatory Committee
The purposes of the legal and regulatory committee are generally to provide oversight and monitoring of:
    material litigation and other disputes;
    material regulatory matters, including investigations, enforcement actions and other inquiries;
    compliance with material laws and regulations; and
    material compliance, legal and regulatory programs, policies and procedures.
The committee’s oversight responsibilities complement those of the audit committee. Our legal and regulatory committee is comprised of Messrs. Beilinson and Wrubel, and Mses. Taitz and Hormozi.
Conflicts Committee
Because the Apollo Group has a significant voting interest in AHL, and because AHL and its subsidiaries have entered into, and will continue in the future to enter into, transactions with Apollo and its affiliates, our Bye-laws require us to maintain a conflicts committee designated by our board of directors, comprised solely of directors who are not general partners, directors, managers, officers or employees of the Apollo Group. The conflicts committee meets at least quarterly and consists of Messrs. Beilinson and Borden and Ms. Taitz. The conflicts committee reviews and approves material transactions by and between AHL and its subsidiaries, on the one hand, and members of the Apollo Group, on the other hand, including any modification or waiver of the IMAs (as defined herein) with ISG, subject to certain exceptions. The conflicts committee is also responsible for the review and approval of related party transactions that are incidental or ancillary to the foregoing transactions and other related party transactions relating to or involving, directly or indirectly, Apollo or any member of the Apollo Group. For a description of the functions of the conflicts committee and such exceptions, see “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—Related Party Transaction Policy.”
Executive Committee
The executive committee is responsible for facilitating the approval of certain actions that do not require consideration by the full board of directors or that are specifically delegated by the board of directors to the executive committee. The executive committee possesses and may exercise all powers of the board of directors in the management and direction of the Company’s business consistent with our Bye-laws, applicable law (including any applicable rule of any stock exchange or quotation system on which our common shares are then listed) and our operating guidelines, except that the executive committee shall not perform such functions that are expressly delegated to other committees of the board of directors. The executive committee does not have the power to:
 

14


declare dividends on or distributions of or in respect of shares of the Company that, in each case, is not within the scope of authority previously delegated to the executive committee by action of the board of directors;
issue shares or authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences and limitations of a series or class of shares unless specifically delegated by action of the board of directors to the executive committee or a subcommittee of the executive committee;
recommend to Shareholders any action that requires Shareholder approval;
recommend to Shareholders a dissolution or winding up of the Company or a revocation of a dissolution or winding up of the Company;
amend or repeal any provision of the memorandum of association or Bye-laws;
agree to the settlement of any litigation, dispute, investigation or other similar matter with respect to the Company that is not within the scope of authority previously delegated to the executive committee by the board of directors;
approve the sale or lease of real or personal property assets with a fair value greater than a threshold amount specifically delegated to the executive committee by the board of directors;
authorize mergers (other than a merger of any wholly-owned subsidiary with the Company), acquisitions, joint ventures, consolidations or dispositions of assets or any business of the Company or any investment in any business or Company by the Company with a fair value in excess of a threshold amount specifically delegated to the committee by the board of directors; or approve the sale, lease, exchange or encumbrance of any material asset of the Company that, in each case, is not within the scope of authority previously delegated to the executive committee by action of the board of directors; or 
amend, alter or repeal, or take any action inconsistent with any resolution or action of the board of directors.
Our executive committee is comprised of Messrs. Belardi, Michelini and Rowan.
Risk Committee
The risk committee’s duties are to oversee the development and implementation of systems and processes designed to identify, manage and mitigate reasonably foreseeable material risks to the Company; assist our board of directors and our board committees in fulfilling their oversight responsibilities for the risk management function of the Company; approve the stress test assumption and limits utilized in our stress test scenario analyses and engage in such activities as it deems necessary or appropriate in connection with the foregoing. In assessing risk, the risk committee assesses the risk of the Company and its subsidiaries as a whole. The risk committee’s role is one of oversight. Management of the Company is responsible for developing and implementing the systems and processes designed to identify, manage and mitigate risk. Members of the risk committee are selected for their experience in managing risks in financial and/or insurance enterprises. Our risk committee meets quarterly and is comprised of Messrs. Borden, Leach, Michelini and Ruisi, Ms. Taitz and Dr. Puffer. Dr. Puffer is the chair of the risk committee.
Management Committees
An integral component of our corporate governance structure is our management committees. Management committees report to our senior officers, including our Chief Executive Officer, President, Chief Financial Officer, and Chief Risk Officer and to committees of our board of directors. Management committees are comprised of members of senior management and are designed to oversee business initiatives and to manage business risk and processes, with each committee focused on a discrete area of our business. The following is a description of certain of our management committees:
 
Management Executive Committee: oversees all of our strategic initiatives and our overall financial condition.
Management Risk Committee: oversees overall corporate risk, including credit risk, interest rate risk, equity risk, business risk, operational risk and other risks we confront. The committee reports to the board risk committee.
Operational Risk Committee: a subcommittee of the Management Risk Committee which oversees operational risk, including information security, disaster recovery, trading activities and operational management of our annuity portfolio.
Management Investment Committee: focuses on strategic decisions involving our investment portfolio, such as approving investment limits, new asset classes and our allocation strategy, reviewing large asset transactions as well as monitoring our credit risk and the management of our assets and liabilities. The committee reports to the board risk committee.

15


Compensation Committee Interlocks and Insider Participation
During the fiscal year ended December 31, 2019, Messrs. Wrubel, McCall and Beilinson, and Ms. Hormozi each served on our compensation committee. Mr. McCall was no longer a member of the compensation committee effective as of June 4, 2019, following the board of directors’ annual re-appointment of committee members and rotation of committee membership.

None of our executive officers currently serves, or has served during the last completed fiscal year, as a member of the board of directors or compensation committee of any entity that has an executive officer serving as a member of our compensation committee or as a director on our board of directors.
Corporate Governance Guidelines and Code of Business Conduct and Ethics
We have adopted corporate governance guidelines and a code of business conduct and ethics that applies to all of our directors, officers and employees. These documents are available at www.athene.com. Information contained on our website or connected thereto does not constitute a part of, and is not incorporated by reference into, this proxy statement.
Communications with the Board of Directors
Shareholders and other interested parties may communicate with members of the board of directors (either individually or as a body) by addressing correspondence to that individual or body to Athene Holding Ltd., Chesney House, First Floor, 96 Pitts Bay Road, Pembroke, HM08, Bermuda.
Shareholders and other interested parties may specifically direct their communications to any of the independent directors, including the Committee Chairs and the Lead Independent Director, by addressing correspondence to that individual or body to Athene Holding Ltd., Chesney House, First Floor, 96 Pitts Bay Road, Pembroke, HM08, Bermuda.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act, requires our directors, officers and holders of more than 10% of our common shares to file reports with the SEC regarding their ownership and changes in ownership of our securities. Based upon our examination of the copies of Forms 3, 4, and 5, and amendments thereto furnished to us and the written representations of our directors, officers and 10% stockholders, we believe that, during fiscal 2019, our directors, officers and 10% stockholders complied with all Section 16(a) filing requirements, except that a Form 4 was not filed on a timely basis to report the vesting of certain Class M-4 Prime common shares for John Rhodes on July 1, 2019.
Risk Management Oversight
The Company has implemented an enterprise-wide approach to risk management and has specifically established a risk committee of the board of directors charged with the oversight of the development and implementation of systems and processes designed to identify, manage and mitigate reasonably foreseeable material risks and with the duty to assist the board of directors and other board committees with fulfilling their oversight responsibilities for the Company’s risk management function.
As noted above in “Management Committees,” management committees oversee business initiatives and manage business risk and processes.
The audit committee assists the risk committee in its responsibility for oversight of risk management. In particular, the audit committee focuses on major financial risk exposures and the steps management has taken to monitor and control such risks, and discusses with our independent auditor the policies governing the process by which senior management and the various units of the Company assess and manage our financial risk exposure and operational/strategic risk. The compensation committee also assists the risk committee in overseeing risk management by reviewing the Company’s compensation plans, policies and programs to ensure that such plans, policies and programs do not encourage excessive or inappropriate risk-taking. The legal and regulatory committee assists in risk management by overseeing (1) material litigation and regulatory matters, (2) compliance with material laws and regulations, and (3) material legal, regulatory, and compliance programs, policies and procedures. As mentioned above, the legal and regulatory committee’s oversight responsibilities complement those of the audit committee.
With respect to cybersecurity, we have developed a program, overseen by our Chief Information Security Officer and our Information Security, Risk, and Compliance group, that is designed to protect and preserve the confidentiality, integrity and

16


continued availability of all information that we own or that is otherwise in our care. This program includes a cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. The audit committee and the risk committee meet periodically with our Chief Information Officer, Chief Information Security Officer and certain other members of senior management to review our information technology and cybersecurity risk profile and discuss our activities to manage those risks. Our Operational Risk Committee maintains a cybersecurity subcommittee, which provides regular updates that, together with updates provided by other subcommittees, form a basis for periodic reporting to the risk committee. These updates and updates to the audit committee include the results of exercises and response readiness assessments led by outside advisors who provide a third-party independent assessment of our technical program and our internal response preparedness.



17


MANAGEMENT

Below is a list of the names and ages of our directors and executive officers, as of March 31, 2020, and a description of the business experience of each of them. 
Name
 
Age
 
Position
James R. Belardi
 
63
 
Chairman of the Board, Chief Executive Officer, and Chief Investment Officer
William J. Wheeler
 
58
 
President
Grant Kvalheim
 
63
 
Executive Vice President—Athene, Chief Executive Officer and President—Athene USA
Martin P. Klein
 
60
 
Executive Vice President and Chief Financial Officer
John M. Rhodes
 
48
 
Executive Vice President and Chief Risk Officer
Marc Beilinson
 
61
 
Director*
Robert L. Borden
 
57
 
Director*
Mitra Hormozi
 
51
 
Director*
Scott Kleinman
 
47
 
Director
Brian Leach
 
61
 
Director*
Gernot Lohr
 
50
 
Director
H. Carl McCall
 
84
 
Director*
Matthew R. Michelini
 
38
 
Director
Dr. Manfred Puffer
 
56
 
Director
Marc Rowan
 
57
 
Director
Lawrence J. Ruisi
 
71
 
Director*
Hope Schefler Taitz
 
55
 
Director
Arthur Wrubel
 
54
 
Director*
Fehmi Zeko
 
61
 
Director*
 
 
 
 
 
* Independent director for purposes of the NYSE corporate governance listing requirements.
 
Executive Officers
James R. Belardi is our co-founder, and has served as our Chairman, Chief Executive Officer and Chief Investment Officer since May 2009. In addition, Mr. Belardi is the founder, Chairman and Chief Executive Officer of ISG, our investment manager. He is a member of our executive committee and ISG’s executive committee. Mr. Belardi is responsible for our overall strategic direction and management and the day-to-day management of our investment portfolio. Prior to founding our Company and ISG, Mr. Belardi was President of SunAmerica Life Insurance Company and was also Executive Vice President and Chief Investment Officer of AIG Retirement Services, Inc., where he had responsibility for an invested-asset portfolio of $250 billion. Mr. Belardi has a Bachelor of Arts degree in economics from Stanford University and a Master of Business Administration from the University of California, Los Angeles. He currently serves on the board of directors of ISG, Paulist Productions, where he chairs the investment committee, Aris Mortgage Holding Company LLC, which is the parent company of AmeriHome Mortgage Company, LLC , and Southern California Aquatics. Mr. Belardi swam in the 1976 and 1980 Olympic Swimming Trials and is a nine-time Masters Swimming World Record Holder. Mr. Belardi was selected to serve on our board of directors as a result of his demonstrated track record in and deep knowledge of the financial services business, including having founded both our Company and ISG, and his extensive experience in the insurance industry.
William J. Wheeler has served as our President since September 2015. Together with Mr. Belardi, Mr. Wheeler is responsible for our overall strategic direction. In particular, Mr. Wheeler oversees all of our distribution channels, which includes our retail and institutional channels, as well as our corporate development and risk activities. Prior to joining our Company, Mr. Wheeler was President of the Americas group for MetLife Inc. (“MetLife”) where he oversaw the insurance and retirement business in the United States and Latin America. Previously, Mr. Wheeler had been Executive Vice President and Chief Financial Officer at MetLife. Prior to joining MetLife, Mr. Wheeler was an investment banker at Donaldson, Lufkin & Jenrette. Mr. Wheeler has an AB from Wabash College, where he is now a member of the board of trustees, and an MBA from Harvard Business School. He currently serves on the boards of Evercore Inc., Athora Holding Ltd., Venerable Holdings, Inc. and the American Council of Life Insurers.
Grant Kvalheim has served as the Chief Executive Officer of Athene USA Corporation since June 2015 and served as our President from January 2011 until September 2015, served as the Chief Financial Officer from January 2011 until April 2013 and served as a director from January 2012 until February 2014. Mr. Kvalheim is responsible for the oversight of our U.S. operating companies with a focus on our retail annuity channel, including growth initiatives and new product

18


development. Prior to joining our Company, Mr. Kvalheim was a senior executive of Barclays Capital (“Barclays”) from early 2001 to the end of 2007, becoming Co-President in September 2005. During his time at Barclays he converted a European cash investment grade business into a leading global cash and derivatives business across both securitized and non-securitized credit products, and significantly expanded Barclays’ investment banking platform. Prior to joining Barclays, Mr. Kvalheim held senior executive positions in the investment banks of Deutsche Bank and Merrill Lynch. Mr. Kvalheim has a Bachelor of Arts degree in economics from Claremont McKenna College and a Master of Business Administration in finance from the University of Chicago. He currently serves on the board of directors of LIMRA, Mottahedeh & Co., Sol Health and United Way of Central Iowa.
Martin P. Klein has served as our Executive Vice President and Chief Financial Officer since November 2015. Mr. Klein also serves as a director of several of our insurance subsidiaries. Mr. Klein is responsible for overseeing our financial management, including our enterprise finance, tax, actuarial and internal audit functions. He also helps to develop and execute strategic operating decisions across our Company. Prior to joining our Company, Mr. Klein was employed by Genworth Financial, Inc. (“Genworth”) from May 2011 through October 2015, where he most recently served as Executive Vice President & Chief Financial Officer and, from May through December 2012, also served as Genworth’s Acting President & Chief Executive Officer. Prior to joining Genworth in 2011, Mr. Klein served as a Managing Director and Senior Relationship Manager of Barclays, after its acquisition of the U.S. operations of Lehman Brothers Holdings, Inc. (“Lehman Brothers”). Mr. Klein joined Lehman Brothers in 1998, where he served as a Managing Director and the head of the Insurance Solutions Group and the Pension Solutions Group. Prior to Lehman Brothers, Mr. Klein had been with Zurich Insurance Group from 1994 to 1998 and was a Managing Director of Zurich Investment Management. Prior to Zurich, Mr. Klein served in finance and actuarial roles in other insurance organizations. Mr. Klein currently serves on the boards of Aris Mortgage Holding Company, LLC and Athora Holding Ltd., as well as Caritas, a non-profit organization in Richmond, Virginia. Mr. Klein is a Fellow of the Society of Actuaries and a Chartered Financial Analyst. He received his Bachelor of Arts in mathematics and business administration from Hope College and a Master of Science in statistical and actuarial sciences from University of Iowa.
John M. Rhodes has served as our Executive Vice President and Chief Risk Officer since August 2016. Mr. Rhodes is responsible for overseeing our enterprise risk management functions, as well as providing key support in connection with strategic operating decisions across our Company. Prior to joining our Company, Mr. Rhodes was the Chief Risk Officer of Allstate from November 2015 to June 2016. Prior to joining Allstate, Mr. Rhodes was the Chief Risk Officer of Lincoln Financial Group from July 2012 to October 2015. Prior to that he served as the Head of Equity Risk Management at Lincoln Financial Group from 2009 to 2012. Prior to joining Lincoln Financial Group, Mr. Rhodes was the Head of Hedging Operations and Performance Management at ING US Financial Services from 2006 to 2009. From 1999 to 2006, Mr. Rhodes served in a variety of roles at JPMorgan Chase and GE Capital focusing primarily on market risk and valuation. Mr. Rhodes also served in the U.S. Navy as a commissioned officer. Mr. Rhodes received a Bachelor of Science degree in Oceanography from the United States Naval Academy and a Master of Business Administration from New York University, Leonard Stern School of Business.
Directors
We believe our board of directors should be composed of a diverse group of individuals with sophistication and experience in many substantive areas that impact our business. We believe experience, qualifications and skills in the following areas are most important: insurance industry; accounting, finance and capital structure; strategic planning and leadership of complex organizations; legal/regulatory and government affairs; personnel management; and board practices of other major corporations. We believe that all of our current board members possess the professional and personal qualifications necessary for service on our board, and have highlighted particularly noteworthy attributes for each board member in the individual biographies below, or above in the case of our Chairman and Chief Executive Officer.
Marc Beilinson has served as a director of our Company since 2013, and is the lead independent director, the chair of our compensation committee and a member of our conflicts committee and legal and regulatory committee. Since August 2011, Mr. Beilinson has been the Managing Director of Beilinson Advisory Group, a financial restructuring and hospitality advisory group that specializes in assisting distressed companies. Most recently, Mr. Beilinson served as Chief Restructuring Officer of Newbury Common Associates LLC (and certain affiliates) from December 2016 to June 2017. Mr. Beilinson previously served as Chief Restructuring Officer of Fisker Automotive from November 2013 to August 2014 and as Chief Restructuring Officer and Chief Executive Officer of Eagle Hospitality Properties Trust, Inc. from August 2011 to December 2014 and Innkeepers USA Trust from November 2008 to March 2012. Mr. Beilinson oversaw the Chapter 11 reorganization of Innkeepers USA, Fisker Automotive and Newbury Common Associates in his interim management roles as the Chief Restructuring Officer of those companies. Mr. Beilinson currently serves on the boards of directors of MFG Assurance Company Limited, Dura Automotive Systems, Sigue Corporation, Acosta, Inc., Kingfisher Midstream LLC and KB US, Inc, as well as the audit committee of MFG Assurance Company Limited. Mr. Beilinson has previously served on the boards of directors and audit

19


committees of a number of public and privately held companies, including Westinghouse Electric, Caesars Acquisition Company, Wyndham International, Inc., Apollo Commercial Real Estate Finance, Inc., Innkeepers USA Trust, Gastar Inc., American Tire, UCI Holdings, Haggen, Agrokor and Monitronics. Mr. Beilinson has a Bachelor of Arts in political science from the University of California, Los Angeles and a Juris Doctor from the University of California Davis Law School. Mr. Beilinson was selected to serve on our board of directors as a result of having over thirty years of service to the boards of both public and private companies, and his extensive knowledge of legal and compliance issues, including the Sarbanes-Oxley Act of 2002.
Robert L. Borden has served as a director of our Company and our Company’s subsidiary, ALRe, since 2010, and is a member of our risk, audit and conflicts committees. Mr. Borden is a Founding Partner and served as both Chief Executive Officer and Chief Investment Officer of Delegate Advisors, LLC from January 2012 through December 2018. From April 2006 to January 2012, Mr. Borden served as the Chief Executive Officer and Chief Investment Officer of the South Carolina Retirement System Investment Commission (“SCRSIC”), which is responsible for investing and managing all assets of the South Carolina Retirement Systems. Prior to his role at SCRSIC, Mr. Borden served as the Executive Director and Chief Investment Officer of the Louisiana State Employees Retirement System, where he was responsible for investment management, benefits administration, finance and operations. Mr. Borden has also served as Vice Chairman and Chairman of the Fund Evaluation Committee for the Louisiana Deferred Compensation Commission and as a member of the South Carolina Deferred Compensation Committee. Prior to that, Mr. Borden served as Treasurer and Senior Manager for Financial Services at the Texas Workers’ Compensation Insurance Fund after serving as VP of Treasury and Interest Rate Risk Manager at Franklin Federal Bancorp. Mr. Borden serves on the board of directors of Delegate Advisors, LLC, Apollo Senior Floating Rate Fund, Inc. and Apollo Tactical Income Fund Inc. Mr. Borden has a Bachelor of Business Administration with a major in finance from the University of Texas at Austin and received a Master of Science degree in finance from Louisiana State University. Mr. Borden holds both the Chartered Financial Analyst and Chartered Alternative Investment Analyst professional designations. Mr. Borden was selected to serve on our board of directors as a result of his extensive experience in leadership positions, and in particular, his experiences as Chief Executive Officer and Chief Investment Officer at several companies.
Mitra Hormozi has served as a director of our Company since December 2018 and is a member of our compensation committee and legal and regulatory committee. Ms. Hormozi is also a director of a number of our US subsidiaries. Ms. Hormozi was Executive Vice President and General Counsel of Revlon, Inc. from April 2015 to July 2019, where she was responsible for overseeing Revlon’s legal affairs worldwide. Ms. Hormozi has extensive experience in both the public and private sectors of the legal field. Prior to joining Revlon in April 2015, she was a litigation partner at two major law firms from 2011 to 2015 and served as Deputy Chief of Staff to then New York State Attorney General, Andrew Cuomo. She also served as an Assistant United States Attorney prosecuting high-profile complex racketeering cases in the Eastern District of New York. Currently, she sits on the board of directors of Revlon, as well as the Board of New York University School of Law’s Program on Corporate Compliance and Enforcement. Ms. Hormozi received a Bachelor of Arts in history from the University of Michigan and a Juris Doctor from the New York University School of Law. Ms. Hormozi was selected to serve on our board of directors as a result of her extensive legal counsel experience.
Scott Kleinman has served as a director of our Company since December 2018. Mr. Kleinman serves as Co-President of Apollo Global Management, Inc., sharing responsibility for all of Apollo’s revenue-generating and investing business across its integrated alternative investment platform. Mr. Kleinman, who focuses on Apollo’s equity and opportunistic businesses, joined Apollo in 1996, and in 2009 he was named Lead Partner for Private Equity. Prior to joining Apollo, Mr. Kleinman was a member of the Investment Banking division at Smith Barney Inc. In 2014, Mr. Kleinman founded the Kleinman Center for Energy Policy at the University of Pennsylvania. He is a member of the Board of Overseers at the University of Pennsylvania Stuart Weitzman School of Design. Mr. Kleinman formerly served on the board of directors of Taminco Corporation and Verso Corporation. Mr. Kleinman received a BA and BS from the University of Pennsylvania and the Wharton School of Business, respectively, graduating magna cum laude, Phi Beta Kappa. Mr. Kleinman was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.
Brian Leach has served as a director of our Company since August 2016, and is a member of our risk and audit committees. From 2013 to 2015, Mr. Leach served as Head of Franchise Risk & Strategy at Citigroup with responsibility for managing all of Citibank’s global risk, audit, compliance and strategy. From 2008 to 2012, Mr. Leach served as the Chief Risk Officer of Citibank. In 2005, Mr. Leach, together with several former colleagues from Morgan Stanley, formed Old Lane and from 2005 to 2008, Mr. Leach served as Old Lane’s co-Chief Operating Officer and Chief Risk Officer. Prior to that, Mr. Leach worked his entire post-graduate career at Morgan Stanley encompassing running a successful proprietary trading business and culminating as the Risk Manager of the Institutional Securities Business reporting directly to its President. During his time with Morgan Stanley, Mr. Leach was seconded to Long-Term Capital Management (“LTCM”) for approximately one year. During that time, he was one of six managers selected by a consortium of 14 global financial institutions to manage the liquidation of LTCM. Mr. Leach serves on the Advisor Investment Committee of Mountain Capital. Mr. Leach has a Bachelor of Arts degree

20


in economics from Brown University and a Master of Business Administration from Harvard Business School. Mr. Leach has been awarded Risk Manager of the Year on two separate occasions: the first by Risk Magazine for his work in restructuring the hedge fund LTCM and the second by the Global Association of Risk Professionals for his work in restructuring Citigroup after the global financial crisis. Mr. Leach was selected to serve on our board of directors as a result of his extensive experience in risk management.
Gernot Lohr has served as a director of our Company and our subsidiary, ALRe, since 2009. Mr. Lohr has served as a director of ISG, our investment manager, since 2009. Mr. Lohr is a Senior Partner and Global Head of the Financial Institutions Group at Apollo, which he joined in May 2007. Prior to joining Apollo, Mr. Lohr was a founding partner at Infinity Point LLC, Apollo’s joint venture partner for the financial services industry since 2005. Before that time, Mr. Lohr spent eight years in financial services investment banking at Goldman, Sachs & Co. in New York and also worked at McKinsey & Company and B. Metzler Corporate Finance in Frankfurt. Currently, Mr. Lohr serves on the board of directors of Athora Holding Ltd., Catalina Holdings and Oldenburgische Landesbank. Mr. Lohr has previously served on the board of directors of Tranquilidade, Amissima Vita S.p.A., Amissima Assicurazioni S.p.A., Bremer Kreditbank Aktiengesellschaft, Brit Insurance Holdings BV, Brit PLC, Nova Kreditna banka Maribor d.d. and KBS Banka d.d. Mr. Lohr has a joint Master’s Degree in economics and engineering from the University of Karlsruhe, Germany, and received a Master of Business Administration from the MIT Sloan School of Management. Mr. Lohr was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.
H. Carl McCall has served as a director of our Company since August 2016, and is a member of our nominating and corporate governance committee. From 2011 to 2019, Mr. McCall served as the Chairman of the Board of Trustees of the State University of New York. From 2002 to 2015, Mr. McCall served as a board member or trustee of several organizations, including Ariel Investment, Tyco International, New Plan Realty Corporation and the New York Stock Exchange. Since 2004, Mr. McCall has served as a principal of Covenant Capital, LLC. From 1993 to 2002, Mr. McCall served as the Comptroller of the State of New York, a position in which he was the sole trustee of the second largest public pension fund in the United States. From 1991 to 1993, Mr. McCall served as the President of the New York City Board of Education. From 1986 to 1991, Mr. McCall served as Commissioner of the Port Authority of New York and New Jersey. From 1985 to 1993, Mr. McCall served as a Vice President of Citicorp, Inc. From 1980 to 1981, Mr. McCall served as an ambassador to the United Nations. From 1975 to 1980, Mr. McCall served as a state senator of New York. Mr. McCall received a Bachelor of Arts degree in government from Dartmouth College and a Masters of Arts from Andover Newton Theological Seminary. Mr. McCall was selected to serve on our board of directors as a result of his extensive leadership experience in various sectors, and his experience serving on the boards of a number of public and private companies.
Matthew R. Michelini has served as a director of our Company and certain of our subsidiaries since 2010, and is a member of our executive, legal and regulatory, and risk committees. Mr. Michelini serves as a director of ISG, our investment manager. Mr. Michelini is a Senior Partner at Apollo and Co-Head of Apollo’s Hybrid Value Fund. He joined Apollo in July 2006. Prior to joining Apollo, Mr. Michelini was a member of the mergers and acquisitions group of Lazard Frères & Co. from 2004 to 2006. Mr. Michelini serves on the board of directors of Aleris Corporation, OneMain Holdings and Venerable Holdings, Inc. He has previously served on the boards of Noranda Aluminum Holding Corporation (formerly NYSE listed under “NOR”) and Warrior Met Coal, Inc. At Apollo, Mr. Michelini has executed deals across the world including in North America, Europe, and Asia. Mr. Michelini graduated from Princeton University with a B.S. in mathematics and a Certificate in Finance and received his M.B.A. from Columbia University. Mr. Michelini was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.

Dr. Manfred Puffer has served as a director of our Company since 2012, and is the chair of our risk committee. Dr. Puffer has served as a Senior Advisor to Apollo since October 2008. From 2006 to 2008, Dr. Puffer was a senior managing director in the Financial Institutions Group of Bear Stearns International, Head of Germany, Austria and Eastern Europe and a Member of the European Executive Committee. From 2002 to 2005, Dr. Puffer was a member of the managing board of WestLB AG and Head of the Investment Bank, Fixed Income, Equities and Structured Finance. Currently, Dr. Puffer is a member of the supervisory board of Infineon Technologies AG. Dr. Puffer holds a Ph.D. and a Master of Business Administration from the University of Vienna. Dr. Puffer was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.

Marc Rowan has served as a director of our Company since 2009, and is a member of our executive committee. Mr. Rowan has served as a director of ISG, our investment manager, since 2009. Mr. Rowan is a co-founder and Senior Managing Director of Apollo, a leading alternative asset manager focused on contrarian and value-oriented investments across private equity, credit-oriented capital markets, insurance and real estate. Mr. Rowan currently serves on the boards of directors of Apollo and Athora Holding Ltd. He has previously served on the boards of directors of numerous other entities, including Apollo portfolio companies, other entities affiliated with Apollo, and other entities. Mr. Rowan is a founding member and

21


Chairman of Youth Renewal Fund, Chairman of the Board of Overseers of The Wharton School, and a member of the University of Pennsylvania’s Board of Trustees. He also serves on the board of directors of OpenDor Media and several technology-oriented companies. Mr. Rowan graduated summa cum laude from the University of Pennsylvania’s Wharton School of Business with a BS and MBA in finance. Mr. Rowan was selected to serve on our board of directors as a result of his service on the boards of numerous public and private companies and his demonstrated track record of success and extensive experience in the financial services sector.
Lawrence J. Ruisi has served as a director of our Company since 2013, and is the chair of our audit committee and is a member of our risk committee. Mr. Ruisi is also a director of a number of our US subsidiaries. As an operating executive, Mr. Ruisi held various senior level positions in the entertainment business, including President & Chief Executive Officer of Loews Cineplex Entertainment Corporation, a movie theatre operator with 400 locations worldwide, and as Executive Vice President and Chief Financial Officer of Columbia Pictures Entertainment. As a non-executive, Mr. Ruisi served on numerous boards including Hughes Communications Inc., UST Inc., InnKeepers USA Trust, Wyndham International, Inc. and Adaptec, Inc. During his tenure on these boards, Mr. Ruisi was Chairman of various audit committees, named designated financial expert and served on both compensation and nominating and corporate governance committees. Mr. Ruisi was Chairman of the Independent Committee of the board of InnKeepers, which oversaw its restructuring, and was Chairman of Special Committees at both Wyndham and Adaptec. Mr. Ruisi began his career at Price Waterhouse & Co., where he was a Senior Manager. He is a Certified Public Accountant and received a Bachelor of Science degree in accounting and a Master of Business Administration in finance from St. John’s University. Mr. Ruisi is currently an adjunct professor of accounting at St. John’s University. Mr. Ruisi was selected to serve on our board of directors as a result of his extensive leadership experience in various sectors, his expertise in accounting and financial reporting matters and his experience serving on the boards of numerous public and private companies.
Hope Schefler Taitz has served as a director of our Company and our subsidiary, ALRe, since 2011, and is a member of our risk, legal and regulatory, and conflicts committees. Ms. Taitz is also a director of a number of our US subsidiaries. Ms. Taitz has served as the CEO of ELY Capital since 2014. Now acting as an investor and advisor with expertise in media, technology and the consumer, she helps innovative enterprises grow through financial leadership and connections to established corporations. Ms. Taitz, a strong advocate of women on boards, currently serves on the board of MidCap Finco Holdings Limited and Summit Hotel Properties, Inc. She has previously served on the boards of Apollo Residential Mortgage, Inc., Greenlight Capital Re, Ltd., Diamond International Resorts, Inc., as well as Lumenis Ltd. From 1995 to 2003, Ms. Taitz was Managing Partner of Catalyst Partners, L.P., a money management firm. From 1990 to 1992, Ms. Taitz was a Vice President at The Argosy Group (now part of the Canadian Imperial Bank of Commerce (NYSE: CM)) specializing in financial restructuring before becoming a Managing Director at Crystal Asset Management, from 1992 to 1995. From 1986 to 1990, Ms. Taitz was at Drexel Burnham Lambert, first as a mergers and acquisitions analyst and then as an associate in the leveraged buyout group. On the not for profit side, Ms. Taitz focuses on education and is an advocate for STEM. She is a founding executive member of YRF Darca, an emeritus board member of Pencils of Promise, a member of the undergraduate executive board of The Wharton School at the University of Pennsylvania and a member of the Center for Social Innovation. Ms. Taitz is a former board member of Girls Who Code and is now a board member of the New York City Foundation for Computer Science. Ms. Taitz graduated with honors from the University of Pennsylvania with a Bachelor of Arts degree in economics. Ms. Taitz was selected to serve on our board of directors as a result of her extensive experience in the financial services sector as well as her experience serving on the governance committees of other public companies.
Arthur Wrubel has served as a director of our Company since August 2016, and is the chair of our nominating and corporate governance and a member of our compensation committee. In 2001, Mr. Wrubel formed Wesley Capital Management, a long/short investment fund focused on real estate securities. Since its inception, Wesley Capital has been among the largest investment funds in the real estate securities sector. In 1993, Mr. Wrubel joined Dickstein & Co., a bankruptcy and event-driven investment fund as a partner. His focus was on real estate and asset backed securities. At Dickstein, Mr. Wrubel was involved in many high-profile real estate corporate restructurings including Olympia & York, Cadillac Fairview, Rockefeller Center Properties, Bramalea, and Trizec. Mr. Wrubel began his career in 1987 at JMB Realty Corporation, where he was an associate in the acquisitions group. Mr. Wrubel currently serves as a member of the Wharton Undergraduate Board at the University of Pennsylvania. Mr. Wrubel received a Bachelor of Science in economics from The Wharton School at the University of Pennsylvania. Mr. Wrubel was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.
Fehmi Zeko has served as a director of our Company since March 2018 and is a member of our nominating and corporate governance committee. Mr. Zeko currently serves as CEO of Zeko Partners LLC, Senior Advisor at CDX Advisors and a General Partner at Great Point Capital Management. From 2015 to March 2018, Mr. Zeko served as Vice Chairman, Global Technology, Media and Telecommunications Investment Banking Group at Bank of America Merrill Lynch. In this role he helped organize and execute the strategic plan to reposition the entire Technology, Media and Telecom franchise for large cap

22


coverage globally. Prior to Bank of America, Mr. Zeko was Senior Managing Director, Group Head North America and Global Chairman, Telecom, Media, Entertainment and Technology (“TMET”) at Macquarie Capital, where he led the firm’s Global TMET Investment Banking and Principal Investing Practice. Prior to joining Macquarie Capital, Mr. Zeko was Vice Chairman and Co-Founder of the Foros Group, where he led the firm’s Media and Communication Advisory Practice. Prior to that, Mr. Zeko held senior investment banking positions at Deutsche Bank and Citigroup. Mr. Zeko currently serves on the board of directors of Entravision Communications Corporation. He received his Bachelor of Business Administration and Master of Business Administration in Finance from Texas Christian University’s Neeley School of Business. Mr. Zeko was selected to serve on our board of directors as a result of his extensive financial and global experience.


23


COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
Compensation Discussion and Analysis (“CD&A”)
Introduction
Our NEOs, comprised of our principal executive and financial officers and the three highest paid executive officers other than our principal executive and financial officers, are as follows:
Executive
  
Title
James R. Belardi
  
Chairman, Chief Executive Officer and Chief Investment Officer
Martin P. Klein
  
Executive Vice President and Chief Financial Officer
William J. Wheeler
  
President
Grant Kvalheim
 
Executive Vice President, AHL and Chief Executive Officer and President, Athene USA Corporation
Frank (“Chip”) L. Gillis
 
Executive Vice President*
 
 
 
*Mr. Gillis retired on December 31, 2019, having served as Chief Executive Officer of ALRe through June 12, 2019 and Executive Vice President of the Company through December 31, 2019.
Compensation Framework
Goals, Principles and Process
Our compensation committee believes that our executive compensation program should reward actions and behaviors that support policyholder protection, drive long-term and profitable revenue growth, and create sustainable shareholder value. The compensation committee has sought to foster these objectives through a compensation program that focuses on increasing our executives’ personal interest in our growth and success through performance-based annual incentive awards and ownership of our Class A common shares. We believe that these awards create a balanced focus on our short-term and long-term strategic and financial goals. Our executive compensation program is designed to:
 
attract, retain and motivate high-performing talent;
reward outstanding performance;
align executive compensation elements with both short-term and long-term company performance; and
align the interests of our executives with those of our stakeholders.
Our compensation committee has the responsibility for overseeing and approving the compensation of all of our executive officers. Our compensation committee also receives input from the compensation committee’s independent compensation consultant and recommendations from Mr. Belardi regarding the compensation arrangements for executive officers other than himself. None of our NEOs participated in the determination of their own compensation.
In 2019, our compensation committee conducted a review of the Company’s executive compensation program, with the assistance of the compensation committee’s independent compensation consultant, Willis Towers Watson. Willis Towers Watson provided input on the Company’s overall incentive design and a benchmarking analysis with respect to our executive officer compensation program. When setting 2019 NEO compensation, our compensation committee considered survey data from the 2018 Willis Towers Watson CDB Financial Services Executive Compensation Database, as well as compensation data from a group of peer companies (the “Peer Group”) to evaluate compensation arrangements against those of the Company. Prior to making 2019 compensation decisions, the compensation committee approved certain changes to the Peer Group to better align the core business lines of the constituent companies with the core business lines of the Company. As a result, Aflac Incorporated was removed, and AXA Equitable Holdings, Inc. and Brighthouse Financial were added to the Peer Group. The companies in the Peer Group were selected based on one or more of the following characteristics: the companies are similar in size to the Company; the companies are industry competitors; or the companies are considered a source of talent. Even though some of the Peer Group companies have larger revenues and market capitalization than the Company, the compensation committee determined that each company was an appropriate peer based on such company being an industry competitor or a source of talent. The Peer Group used to evaluate 2019 compensation decisions consisted of the following ten publicly-traded insurance companies:
AXA Equitable Holdings, Inc.
Brighthouse Financial
Globe Life Inc.
Lincoln National Corporation
  
Principal Financial Group, Inc.
Prudential Financial, Inc.
Reinsurance Group of America

  
Sun Life Financial Inc.
Unum Group
Voya Financial, Inc.


24


While our compensation committee considers compensation between the 50th and 75th percentile of the Peer Group when setting executive compensation, it does not believe it appropriate to establish compensation levels based only on market practices. Our compensation committee believes that compensation decisions are complex and require a deliberate review of Company performance and peer compensation levels. The factors that influence the amount of compensation awarded include market competition for a particular position, an individual’s experience and past performance inside or outside the Company, compensation history, role and responsibilities within the Company, tenure with the Company and associated institutional knowledge, long-term potential with the Company, contributions derived from creative and innovative thinking and leadership, industry expertise, past and future performance objectives and the value of the position within the Company.
In addition to executive compensation consulting services, for which the Company paid $188,727 in the aggregate for 2019, Willis Towers Watson provided other services during 2019 for which the Company paid $4,371,697 in the aggregate. These other services consisted of (i) corporate risk and brokerage services and (ii) insurance consulting and technology services.
The decision to engage Willis Towers Watson for the other services was made by management. Although the compensation committee did not approve such other services, the compensation committee assessed the independence of Willis Towers Watson pursuant to SEC rules and NYSE listing standards and concluded that Willis Towers Watson’s work did not raise any conflict of interest.
2019 Compensation Elements
Base Salary
Base salaries for our NEOs are determined annually, based on a number of factors, including the size, scope and impact of their role, the market value associated with their role, leadership skills, length of service, and individual performance and contributions.
Annual Incentive Awards
As further discussed below in “ —2019 Compensation Decisions,” we grant annual cash incentive awards to our NEOs based on the achievement of financial, operational and personal objectives. In general, these objectives are communicated to our NEOs at the beginning of the year, and the compensation committee determines the amount of the awards after the completion of the performance period. The annual incentive award payout for each NEO is subject to a personal performance modifier that allows for an adjustment in payout based on a holistic assessment of each NEO’s individual performance.
Long-Term Incentive Awards
In general, the Company’s long-term incentive compensation program is designed to recognize the scope of an individual’s responsibilities, reward demonstrated performance and leadership, further align the interests of award recipients with those of the Company’s shareholders and retain award recipients through the vesting period. Important factors in determining the amount of grants awarded to each NEO include the size of past grant amounts, individual performance and expected future contributions to the Company.
Consistent with the 2018 awards, the 2019 long-term incentive awards to executive officers were comprised of 50% performance-based restricted share awards (“RSAs”) (based on target), 25% time-based RSUs and 25% time-based stock options, determined based on target grant date value. The form and annual amount of the long-term incentive awards are determined by the compensation committee with input from Willis Towers Watson. We use grants of stock options to focus our executives on delivering long-term value to shareholders because options have intrinsic value only to the extent that the price of our stock on the date of exercise exceeds the stock price on the grant date. We also use stock options to retain executives, since the stock options vest ratably over a three-year period, provided the recipient remains employed through the applicable vesting date. We believe that time-based RSUs further align the interests of our executives with those of our shareholders and also serve to retain executives, as these RSUs also vest ratably over a three-year period, provided the recipient remains employed through the applicable vesting date.
We use performance-based RSAs to motivate our executives to achieve pre-established performance goals designed to be aligned with shareholder value creation and to retain our executives, as recipients must generally remain employed with the Company through the three-year performance period. The performance-based RSAs included in our 2019 long-term incentive award program vest and are payable following the three-year performance period (2019-2021) only if we achieve specified goals based on three equally weighted performance metrics: average annual adjusted return on equity, cumulative adjusted

25


operating income, and adjusted book value per share for the three-year performance period. Starting with the 2019 grants, we added the third metric of adjusted book value per share because we believe it is a fairly comprehensive measure of shareholder value creation. The target levels of these goals were designed to be reasonably achievable with strong management performance.
Other Compensation Practices
Employment Agreements
We have entered into employment agreements with certain of our NEOs, as follows:
Belardi Agreement
As Mr. Belardi also serves as ISG’s Chairman and Chief Executive Officer, he has separate employment agreements with both the Company and with ISG. Under these agreements, Mr. Belardi is entitled to receive, among other benefits, a base salary and is eligible to receive an incentive award each fiscal year during the term of employment. For 2019, ISG and the compensation committee of AHL consulted with each other to determine Mr. Belardi’s total base salary, incentive award targets and actual incentive awards. Pursuant to an understanding between AHL and ISG, AHL has agreed that AHL is responsible for paying half of his base salary and incentive award, and ISG agreed to be responsible for paying the remaining amount. Either party, at its sole discretion, may pay its portion of the incentive award in the form of cash or equity. The target incentive award is 100% of Mr. Belardi’s base salary, but the actual incentive award is determined by our compensation committee and ISG’s compensation committee, based on non-alternative investment performance relative to the Barclays US Aggregate Bond Index, aggregate alternative investment net performance relative to the Company’s underwriting target, and other corporate performance targets established by the compensation committee. We report our portion of Mr. Belardi’s total annual salary and incentive award in our 2019 Summary Compensation Table. In addition, ISG retains discretion to pay other elements of compensation under the employment agreement with ISG or otherwise as it deems appropriate in its sole discretion.
Mr. Belardi’s employment agreement with us has a three-year initial term that expired on November 3, 2016 which automatically extends for subsequent one-year terms unless one party gives notice of non-renewal prior to expiration of the then current term. Pursuant to his employment agreement, severance is payable to Mr. Belardi in the event of a termination of employment by the Company without cause, by the Company by reason of non-renewal, by Mr. Belardi for good reason, or due to Mr. Belardi’s death or disability. Mr. Belardi is entitled to receive severance payments in an amount equal to the sum of his then-annual base salary and a pro rata incentive award for the year of termination based, in part, on the incentive award and annual salary paid to him in the year preceding his termination. In the event of involuntary termination other than due to death or disability, Mr. Belardi is entitled to receive an additional severance payment equal to his then-annual base salary multiplied by a bonus percentage, calculated based on the bonus paid to him in the year preceding his termination and divided by his annual base salary in the year preceding his termination. In the event of involuntary termination other than due to non-renewal by the Company, under the terms of the employment agreement, any outstanding and unvested time-based restricted shares that were scheduled to vest during the one-year period following the termination date will immediately vest, and a portion of each tranche of outstanding and unvested Class M performance-based restricted shares will remain outstanding and eligible to vest pursuant to their terms for a period of 18 months following the termination date (please note that on February 28, 2020, all outstanding Class M common share awards vested and were exchanged for Class A common shares and warrants to acquire Class A common shares. See “Class M Common Shares and the Class M Exchange” below for more information). As a condition to his receipt of the severance payments and benefits described above, Mr. Belardi must timely execute (and not revoke) a general release of claims against the Company and its affiliates. Mr. Belardi’s employment agreement with the Company also contains customary restrictive covenants, including confidentiality and nondisclosure covenants, a covenant not to compete with, or solicit customers of, the Company or ISG for 12 months following termination, and a covenant not to solicit employees of the Company or ISG for 24 months following termination.
Wheeler Agreement
Pursuant to his employment agreement, Mr. Wheeler is entitled to receive a minimum base salary of $1,250,000 and is eligible to receive an annual incentive award each fiscal year he is employed. The annual incentive award opportunity and payouts are determined by the compensation committee in its sole discretion, with payouts determined based on performance objectives (which may include corporate, financial, strategic, individual or other objectives) established by the compensation committee. His employment is at will and may be terminated by him or by the Company at any time by giving two months’ notice.

26


In addition to termination by Mr. Wheeler or the Company at any time by giving two months’ notice, the Company has the right, in its discretion, to terminate the agreement with a payment in lieu of notice. The Company may also terminate the agreement without notice or payment in lieu of notice if Mr. Wheeler is guilty of any gross default or misconduct, or any repeated misconduct after due warning, in connection with the Company or in the event of any serious or repeated breach or non-observance with any of the provisions in the agreement. The employment agreement contains customary restrictive covenants, including confidentiality and nondisclosure covenants and covenants not to solicit customers or employees of the Company or any affiliate of the Company for 12 months following termination.
Klein Agreement
Pursuant to his employment agreement, Mr. Klein is entitled to receive a minimum base salary of $550,000 and is eligible to receive an annual incentive award each fiscal year he is employed. The annual incentive award opportunity and payouts are determined by the compensation committee in its sole discretion, with payouts determined based on performance objectives (which may include corporate, financial, strategic, individual or other objectives) established by the compensation committee. His employment is at will and may be terminated by him or by the Company at any time by giving two months’ notice.
In addition to termination by Mr. Klein or the Company at any time by giving two months’ notice, the Company has the right, in its discretion, to terminate the agreement with a payment in lieu of notice. The Company may also terminate the agreement without notice or payment in lieu of notice if Mr. Klein is guilty of any gross default or misconduct, or any repeated misconduct after due warning, in connection with the Company or in the event of any serious or repeated breach or non-observance with any of the provisions in the agreement. The employment agreement contains customary restrictive covenants, including confidentiality and nondisclosure covenants and covenants not to solicit customers or employees of the Company or any affiliate of the Company for 12 months following termination.
Gillis Transition Agreement
On June 12, 2019, in connection with Mr. Gillis’ retirement from the Company at the end of 2019, the Company and Mr. Gillis entered into a transition agreement (the "Transition Agreement"), pursuant to which Mr. Gillis resigned as CEO of ALRe on June 12, 2019 and continued to serve as Executive Vice President of the Company and Executive Chairman of ALRe through December 31, 2019 (the “Transition Period”). Under the terms of the Transition Agreement, Mr. Gillis resigned from all his existing positions with the Company and its subsidiaries at the end of the Transition Period and also agreed to serve on the board of Athene Co-Invest Reinsurance Affiliate 1A Ltd. (“ACRA”) following the Transition Period. The Transition Agreement also provides for a release of claims by Mr. Gillis and includes non-competition, non-solicitation, and other restrictive covenants. A breach by Mr. Gillis of the restrictive covenants will result in the forfeiture of any Company equity awards that remain unvested.
Under the Transition Agreement, Mr. Gillis received or is entitled to receive the following: (i) base salary continuation during the Transition Period; (ii) an annual incentive bonus for 2019 in the amount of $900,000, a negotiated amount based in part on his target annual incentive award opportunity; (iii) accelerated vesting as of December 31, 2019 of time-based RSUs and time-based Class M-4 Prime common shares; (iv) continued vesting of options in accordance with their normal vesting schedule; (v) continued vesting of performance-based RSUs and RSAs in accordance with their normal vesting schedules; and (vi) continued vesting of performance-based Class M-4 Prime common shares through December 31, 2022, based on performance goals set forth in the applicable award agreement. Subsequent to the execution of the Transition Agreement and Mr. Gillis’ retirement, all outstanding Class M common shares issued by the Company were exchanged for Class A common shares and warrants to acquire Class A common shares in connection with the consummation of a strategic transaction between the Company and Apollo Global Management, Inc. See “Class M Common Shares and the Class M Exchange” below for more information.
The compensation committee considered the Transition Agreement and approved it as being in the best interests of the Company in light of Mr. Gillis’ contributions during his tenure with the Company, Mr. Gillis’ agreement to serve on the board of ACRA and the restrictive covenants set forth in the Transition Agreement.
Use of Corporate Aircraft
The Company utilizes corporate aircraft for efficiency and business planning purposes. Personal use of corporate aircraft is subject to a formal policy approved by the compensation committee that sets forth the criteria and procedures applicable to its use. In addition, in June 2019, Mr. Belardi and the Company entered into a time-sharing agreement, pursuant to which Mr. Belardi may use the corporate aircraft for up to 25 flight hours per year, provided that the number of flight hours and other

27


incidentals under such agreement shall be further limited so that the amount of payments from Mr. Belardi pursuant to such agreement (including any tax payments) shall not exceed $120,000 in any fiscal year of the Company. Occasionally, a guest may accompany Mr. Belardi on corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers. In those cases, there is no additional aggregate incremental cost to the Company and, as a result, no amount is reflected in the 2019 Summary Compensation Table.
Executive Stock Ownership Guidelines
We require management at the Senior Vice President level and above, including our NEOs, to own significant amounts of our Class A common shares. The value of Class A common shares that must be held is set at a multiple of the individual’s base salary. Covered executives have five years from the adoption of the stock ownership guidelines or, if later, the appointment to a covered position to satisfy the applicable stock ownership guideline.
Position
  
Multiple
Chief Executive Officer/President
  
 6X
Executive Vice President
  
3X
Senior Vice President
  
2X
Purchased and restricted Class A common shares, shares acquired upon the vesting of Class A RSUs, vested warrants to purchase Class A common shares and vested stock options will count toward this requirement. Covered executives must retain at least 75% of all equity holdings in the Company until they meet their respective stock ownership requirements. As of the Record Date, each of our continuing NEOs met the applicable guideline.
Anti-Hedging and Anti-Pledging Policies
Under our insider trading policy, covered persons including all directors, executive officers, and employees, are not permitted to (i) short-sell any security originally issued by the Company (“Company Securities”), including but not limited to Class A common shares or (ii) purchase or hold any financial instrument (including put options, prepaid variable forward contracts, equity swaps, collars and exchange funds) or otherwise engage in any transaction that hedges or offsets or that is designed to hedge or offset a decrease in the market value of Company Securities either granted to the covered person by the Company in connection with an equity plan or otherwise as compensation to the covered person, or held, directly or indirectly, by the covered person. Covered persons are also not permitted to pledge their holdings of Company Securities without the permission of the Company. In addition, executives and directors may not pledge their Company Securities as collateral if they are counting those holdings towards their respective stock ownership requirements.
Review of Compensation Policies and Practices Related to Risk Management
Effective risk management is central to our success, and compensation is carefully designed to be consistent with our risk management framework and controls. If the Company’s performance is obtained in a manner inconsistent with this framework or these controls, then the compensation committee has the discretion, with input from the risk committee, if necessary, to decrease or not award any bonuses to our NEOs and other executive officers. In addition, the performance objectives for our Chief Risk Officer and the other employees in our risk management function are based in part on the effectiveness of our risk management policies and procedures. We have determined that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
Consideration of Say On Pay Vote
As part of its ongoing review of the Company’s executive compensation program, the compensation committee considered the approval by approximately 96% of the votes cast for the Company’s “say on pay” vote at the Company’s 2019 Annual General Meeting of Shareholders. After considering the 2019 “say on pay” results, the compensation committee determined that the Company’s executive compensation objectives and compensation elements continued to be appropriate and did not make any specific changes to the Company’s executive compensation program in response to the 2019 “say on pay” vote.
Athene Plan Points
On February 18, 2020, Messrs. Belardi, Wheeler, Klein, Kvalheim and Rhodes as well as certain other members of our senior management were granted limited partner interests in a newly authorized subsidiary of the Company (“Athene Plan LP”) in the form of “Athene Plan Points.” Each Athene Plan Point generally represents the right to participate in 1/1500th of

28


the carried interest received by Apollo ADIP Advisors, L.P. (the “ADIP GP”) from the Apollo/Athene Dedicated Investment Program (“ADIP”). Athene Plan Points are allocated from time to time by our management team, with approval of our compensation committee, where applicable, to certain personnel as incentive compensation in connection with, and based on the performance of, ADIP. We believe these grants further align such personnel with our strategic objective to deploy excess capital at attractive risk-adjusted returns across our various liability channels and, in particular, we believe that the efforts of our personnel who will be receiving these allocations are critical to achieving a successful, risk-adjusted return at ADIP and ACRA. In addition, these grants provide a key retention tool for personnel who are deemed key to the success of ADIP and ACRA, and therefore key to our success more broadly. 
ALRe is expected to be the general partner of Athene Plan LP. Athene Plan LP is expected to become a limited partner in the ADIP GP and to become entitled to one-third of the carried interest allocated to the ADIP GP from ADIP. The value of the carried interest is calculated in a manner customarily used in the investment fund industry and is based on a percentage of the total returns on ADIP’s capital after ADIP investors receive a preferred return. Distributions (other than tax distributions) will not be made with respect to Athene Plan Points until ADIP has returned contributed capital to its limited partners and made distributions in excess of a specified performance return. Any distributions made with respect to Athene Plan Points are expected to be paid in cash.
Messrs. Belardi, Wheeler, Klein, Kvalheim and Rhodes were granted 76, 59.5, 32.5, 32.5 and 16 Athene Plan Points, respectively, and they may receive additional Athene Plan Points upon the forfeiture of Athene Plan Points by other participants. A participant’s Athene Plan Points are treated as fully vested for purposes of receiving distributions while the participant remains employed by us or our affiliates. Upon a termination of employment (other than for cause), a participant will be eligible to retain up to a maximum of 75% of his or her Athene Plan Points, with the actual number of Athene Plan Points retained to be determined based on a five-year monthly vesting schedule beginning on October 1, 2019, the date the ACRA joint venture began. A participant will forfeit all of his or her Athene Plan Points upon a termination for cause or upon a breach of applicable confidentiality, non-competition, non-solicitation, non-disparagement or other post-separation covenants. See “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS” for further discussion regarding ACRA and ADIP.
2019 Compensation Decisions
Base Salary
Mr. Belardi’s base salary decreased from $863,750 in 2018 to $680,000 in 2019 to offset incremental fees paid by the Company in 2019 (as compared to 2018) for financial and estate planning services, primarily to assist Mr. Belardi with estate planning with respect to his holdings of Company equity. The compensation committee determined that providing this benefit was in the interests of the Company in light of Mr. Belardi’s significant ownership interest in the Company. Mr. Klein’s base salary increased from $625,000 in 2018 to $650,000 in 2019 as a result of a market adjustment. Our other NEOs’ base salaries in 2019 remain unchanged from 2018 levels.
Annual Incentive Awards
The NEO annual incentive awards in 2019 were based on a combination of five overall corporate financial and operational goals, which comprised 50% of the award for Mr. Belardi and 75% of the award for our other NEOs, and individualized performance goals, which comprised 50% of the award for Mr. Belardi and 25% of the award for our other NEOs. For 2019, the compensation committee established target incentive award opportunities of approximately 100%, 126%, 173%, 188% and 127% of base salary for Mr. Belardi, Mr. Wheeler, Mr. Kvalheim, Mr. Klein and Mr. Gillis, respectively. Each NEO, other than Mr. Belardi, was eligible for a total annual incentive award payout ranging from 0% to 200% of such NEO’s target award opportunity, with a payout range of 0% to 164% for the corporate performance component of the incentive award. Mr. Belardi was eligible for a total annual incentive award payout ranging from 0% to 137% of his target award opportunity, with a payout range of 0% to 164% for the corporate performance component of his incentive award. Pursuant to the terms of the Transition Agreement described above, Mr. Gillis received a 2019 annual incentive bonus of $900,000 in lieu of an annual incentive award payout.
The corporate performance measurements, their respective weightings, 2019 performance and achievement with respect to these measurements, and payout level are set forth below. We believe the targets were designed to be reasonably achievable with strong management performance and the coordinated, cross-functional focus and effort of the NEOs, and did not reflect unrealistic targets that may encourage excessive risk-taking. The targets for the corporate financial and operational measures were determined in relation to the Company’s internal business plan for the year. For 2019, the compensation committee added capital as an additional performance objective as compared to 2018 in order to focus senior management on capital creation activities designed to fund future Company growth.

29


Objectives
 
Weight
 
Measurement
 
Target
 
2019
Performance
 
  Payout  
Level
Overall profitability
 
35
%
 
Adjusted operating income(1)
 
$1.395B

 
$1.338B
 
81
%
Expense management
 
15
%
 
Expense targets(2)
 

 
Exceeded
 
124
%
Organic growth
 
10
%
 
Organic deposits(3)
 
$14.8B

 
$17.6B
 
110
%
New business profitability
 
15
%
 
Underwritten IRR(4)
 

 
Exceeded
 
150
%
Capital
 
25
%
 
Excess equity capital generation(5)
 

 
Exceeded
 
150
%
 
 
 
 
 
 
 
 
 
 
 
(1) Adjusted for the impact of certain material transactions undertaken during 2019 that were not included in the Company’s 2019 financial plan, as contemplated by the performance measurement.
(2) Represents consolidated operating expenses included in operating income, adjusted for M&A, long-term incentive program, and bonus accrual variances in relation to target, as well as reimbursements from ACRA.
(3) Organic deposits include retail IMO, retail financial institution, funding agreements, pension risk transfer and flow reinsurance.
(4) Underwritten IRR on new sales, retail IMO, retail financial institution, funding agreements, pension risk transfer and flow reinsurance.
(5) Increase in excess equity capital, excluding capital deployed for share buybacks, inorganic transactions, and certain other uses.
Based on the Company’s 2019 performance with respect to these five objectives, the payout level was 115% of the corporate target opportunity. Total amounts of awards were also based on the assessment of individual performance factors, as discussed below.
Mr. Belardi
In addition to the five objectives above, which collectively comprised 50% of his award, Mr. Belardi’s annual incentive plan award in 2019 was based on two individualized performance objectives. The first objective, weighted at 25%, compared the Company’s non-alternative investment performance to the Barclays US Aggregate Bond Index over a three-year period. The second objective, also weighted at 25%, compared the Company’s alternative investment performance relative to a 50-50 blended index of the S&P 500 and the BofA Merrill Lynch US High Yield Index over a three-year period, subject to maintaining a minimum return on alternative investment performance since the inception of the Company.
For the objective based on the Company’s non-alternative investment performance, the committee compared the Company’s results of 5.42% for the three-year period ended December 31, 2019 (as calculated by ISG, based on information provided by the Company, and reviewed by the compensation committee) to 3.60% for the Barclays US Aggregate Bond Index for the same period and determined to pay out 100% of the award for this objective. For the objective based on the Company’s alternative investment performance, the committee compared the Company’s results of 9.49% for the three-year period ended December 31, 2019 (as calculated by ISG, based on information provided by the Company, and reviewed by the compensation committee) to 11.42% for the 50-50 blended index described above and determined to pay out 83% of the award for this objective.
Other NEOs
For purposes of determining the payout with respect to the portion of the annual incentive award tied to individual performance for the other participating NEOs, our compensation committee assessed individual performance against the 2019 personal performance objectives established for each NEO at the beginning of 2019. These personal objectives were designed to generally align with the Company’s strategic and operating initiatives (both short-term and long-term) and included goals relating to execution on key strategic initiatives, leadership and team-related objectives and other objectives tied to the executives’ areas of responsibilities. The compensation committee reviews and approves the individual performance objectives (including the objectives’ relative weightings) for each of the other NEOs. In early 2020, the compensation committee evaluated the NEOs’ individual performance, with input from Mr. Belardi. Based on this evaluation, the compensation committee certified the achievement by each of the other NEOs of his individual performance objectives and assigned each NEO an individual performance payout percentage (potentially ranging from 0% to 200%), which is weighted 25% in the annual incentive payout formula. In addition, the annual incentive award payout for each NEO is subject to a personal performance modifier that allows for an adjustment in payout based on a holistic assessment of each NEO’s individual performance. The payout amounts are reported under “Non-Equity Incentive Plan Compensation” in the 2019 Summary Compensation Table (except for Mr. Gillis, whose payout amount is reported under “Bonus” in the 2019 Summary Compensation Table).
Equity and Long-Term Incentive Awards
The compensation committee determined the value of 2019 annual long-term incentive awards for the NEOs based on competitive market data, input from the committee’s compensation consultant, Willis Towers Watson, and our overall

30


philosophy of aligning pay with performance. In an effort to be more market competitive in light of the size and growth of the Company, the compensation committee determined it was appropriate to increase the total target value of the 2019 long-term incentive awards for Messrs, Wheeler, Kvalheim, and Klein in order to more closely align their compensation with the 75th percentile of the Peer Group (as opposed to the 50th percentile in 2018). The total target value of these long-term incentive awards for each NEO was allocated among the awards as follows: approximately 25% of the target value in stock options, 25% of the target value in time-based RSUs, and 50% of the target value in performance-based RSAs. The target values of the 2019 long-term incentive awards granted to our NEOs are shown in the following table (the target values reported in this table may differ from the value reported in the compensation tables that follow because the value of equity awards reported in the compensation tables that follow are based on the grant date fair value determined in accordance with applicable accounting rules and, in the case of performance-based RSAs, the probable achievement of the underlying performance goal at the time of grant):
Named Executive Officer
 
Time-Based
Stock Options
 
Time-Based
RSUs
 
Performance-
Based RSAs(1)
 
Total
James R. Belardi
 
$
625,000

 
$
625,000

 
$
1,250,000

 
$
2,500,000

William J. Wheeler
 
$
500,000

 
$
500,000

 
$
1,000,000

 
$
2,000,000

Grant Kvalheim
 
$
437,500

 
$
437,500

 
$
875,000

 
$
1,750,000

Martin P. Klein
 
$
425,000

 
$
425,000

 
$
850,000

 
$
1,700,000

Frank (“Chip”) L. Gillis
 
$
150,000

 
$
150,000

 
$
300,000

 
$
600,000

 
 
 
 
 
 
 
 
 
(1) Performance-based RSAs were issued to the NEOs at maximum potential value, with shares to be forfeited if the maximum level of performance is not achieved. The numbers in this column represent the target value of the performance-based RSAs.
 
2017 Long-Term Incentive Program Results and Payouts
Under the terms of the performance-based RSUs granted as part of the 2017 long-term incentive program, 2019 represented the final year of the three-year performance period for the 2017 performance awards. The 2017 performance awards were granted in the form of performance-based RSUs for all of the NEOs. The 2017 performance awards vested based on the attainment of performance goals relating to average adjusted operating return on equity (ROE) and cumulative adjusted operating income during the 2017-2019 performance period, with each goal weighted equally in the determination of the vesting level. These performance goals were set in 2017 based on the Company’s strategic plans at the time. Based on performance, participants were eligible to receive a payout ranging from 0% - 150% of target, with a threshold payout opportunity equal to 50% of target.
The threshold, target and maximum payout opportunities and the performance metrics under the 2017 performance awards were as follows:
 
2017-2019 Performance Goals
 
Adjusted Operating ROE (3 year average)
 
Adjusted Operating Income (3 year cumulative)
 
Performance
 
Payout
 
Performance
 
Payout
Threshold
12.5%
 
50%
 
$2,500M
 
50%
Target
15.0%
 
100%
 
$3,000M
 
100%
Maximum
17.5%
 
150%
 
$3,500M
 
150%
For the 2017-2019 performance period, the Company achieved average adjusted operating ROE of 14.02% and cumulative adjusted operating income of $3,426 million, resulting in the vesting level for the 2017 performance awards at approximately 116% of target. The table below sets forth the target number of shares subject to the 2017 performance awards and the number of shares earned based on actual performance during the 2017 - 2019 performance period.
Named Executive Officer
 
2017 Target
Shares (#)
 
Shares Earned under 2017 Performance Awards (#)
James R. Belardi
 
24,391
 
28,387
William J. Wheeler
 
14,635
 
17,033
Grant Kvalheim
 
8,293
 
9,652
Martin P. Klein
 
9,757
 
11,356
Frank (“Chip”) L. Gillis
 
5,854
 
6,813


31


2019 Summary Compensation Table
The following table contains 2019, 2018 and 2017 compensation information for our NEOs.
Name and Principal Position
 
Year
 
Salary
 
Bonus(7)
 
Stock Awards(1)
 
Option
Awards(2)
 
Non-Equity
Incentive 
Plan
Compensation(3)
 
All  
Other
Compensation(4)
 
Total
James R. Belardi(5)
Chairman, Chief Executive
Officer and Chief Investment
Officer
 
2019
 
$
680,000

 
$

 
$
2,702,739

(6) 
$
625,000

 
$

(6) 
$
246,842

 
$
4,254,581

 
2018
 
$
863,750

 
$

 
$
2,716,318

 
$
625,002

 
$

 
$
70,239

 
$
4,275,309

 
2017
 
$
925,000

 
$

 
$
2,522,695

 
$
625,002

 
$

 
$
712

 
$
4,073,409

William J. Wheeler
President
 
2019
 
$
1,250,000

 
$

 
$
1,398,053

 
$
500,006

 
$
1,752,188

 
$
18,642

 
$
4,918,889

 
2018
 
$
1,250,000

 
$

 
$
1,066,406

 
$
375,003

 
$
1,700,000

 
$
50,062

 
$
4,441,471

 
2017
 
$
1,250,000

 
$

 
$
851,250

 
$
375,003

 
$
2,106,563

 
$
65,473

 
$
4,648,289

Grant Kvalheim
Executive Vice President—Athene, and Chief Executive Officer and President—Athene USA Corporation
 
2019
 
$
750,000

 
$

 
$
1,223,289

 
$
437,509

 
$
1,550,000

 
$
115,173

 
$
4,075,971

 
2018
 
$
750,000

 
$

 
$
604,307

 
$
212,505

 
$
1,460,000

 
$
147,627

 
$
3,174,439

 
2017
 
$
750,000

 
$

 
$
482,377

 
$
250,008

 
$
1,738,750

 
$
140,090

 
$
3,361,225

Martin P. Klein
Executive Vice President and Chief Financial Officer

 
2019
 
$
650,000

 
$

 
$
1,188,352

 
$
425,006

 
$
1,359,475

 
$
120,205

 
$
3,743,038

 
2018
 
$
625,000

 
$

 
$
710,912

 
$
250,008

 
$
1,116,300

 
$
118,168

 
$
2,820,388

2017
 
$
550,000

 
$

 
$
567,528

 
$
250,008

 
$
1,337,500

 
$
109,670

 
$
2,814,706

Frank (“Chip”) L. Gillis
Former Executive Vice President

 
2019
 
$
550,000

 
$
900,000

 
$
1,094,448

 
$
1,609,585

 
$

 
$
205,592

 
$
4,359,625

 
2018
 
$
550,000

 
$

 
$
426,574

 
$
150,003

 
$
628,650

 
$
204,063

 
$
1,959,290

 
2017
 
$
550,000

 
$

 
$
340,090

 
$
150,003

 
$
916,781

 
$
193,048

 
$
2,150,322

 
(1)
This column includes the grant date fair value of the performance-based RSAs and time-based RSUs granted to our NEOs in 2019, calculated in accordance with FASB ASC Topic 718. For the time-based RSUs, grant date fair value is calculated by multiplying the number of RSUs by the closing share price on the date of grant. For the performance-based RSAs, we have reported the grant date fair value assuming the probable outcome of satisfying the performance conditions. Assuming the probable outcome of performance conditions will be achieved, the grant date fair value of the 2019 performance-based RSAs would be as follows: $1,122,525; $898,025; $785,775; $763,315; and $269,420, for Messrs. Belardi, Wheeler, Kvalheim, Klein and Gillis, respectively. Assuming the highest level of performance conditions will be achieved, the grant date fair value of the 2019 performance-based RSAs would be as follows: $1,875,042; $1,500,042; $1,312,542; $1,275,025; and $450,034, for Messrs. Belardi, Wheeler, Kvalheim, Klein and Gillis, respectively. For Mr. Gillis, his 2019 amount also includes the incremental fair value (calculated in accordance with FASB ASC Topic 718) associated with modification of his unvested stock awards under the terms of the Transition Agreement. As noted in the CD&A, Mr. Gillis’ outstanding equity awards were modified in connection with his separation to provide for accelerated or continued vesting and the compensation associated with such modification does not represent newly granted awards.
(2)
This column represents the aggregate grant date fair value of stock options granted in 2019, calculated in accordance with FASB ASC Topic 718. With respect to the stock options, the Company measures the fair value of each stock option grant at the date of grant using a Black-Scholes option pricing model. The following represents the assumptions used in the Black-Scholes option pricing model: risk-free interest rate of 2.25%, dividend yield of 0.0%, volatility of 25% and expected life of 3.81 years. For Mr. Gillis, his 2019 amount also includes the incremental fair value associated with modification of his option awards under the terms of the Transition Agreement. As noted in the CD&A, Mr. Gillis’ outstanding equity awards were modified in connection with his separation to provide for accelerated or continued vesting and the compensation associated with such modification does not represent newly granted awards.
(3)
The amounts in this column represent annual cash incentive awards paid to the NEOs other than Mr. Belardi. Such amounts were determined by the compensation committee after the end of applicable year and were based on the achievement of financial, operational, and personal objectives.
(4)
For 2019, these amounts include the Company’s 401(k) matching payment of $16,800 for Messrs. Wheeler and Klein, $21,800 for Mr. Gillis, and $14,063 for Mr. Kvalheim; housing allowances of $33,000 for Mr. Kvalheim and $52,029 (which includes a tax gross-up of $23,738) for Mr. Klein for their residences in Iowa, and $180,000 for Mr. Gillis for his residence in Bermuda; taxable amounts of $68,110 (which includes a tax gross-up of $30,888) for Mr. Kvalheim and $51,376 (which includes a tax gross-up of $23,589) for Mr Klein, for travel expenses from their principal residences to the Company’s office in Iowa; the Company’s payment of tax preparation fees for Messrs. Belardi, Wheeler and Gillis; and $245,000 in fees paid by the Company for financial and estate planning services, primarily to assist Mr. Belardi with estate planning with respect to his holdings of Company equity. Each of these amounts represent the cost paid directly to the NEO or service provider, as applicable.
(5)
Pursuant to an understanding between the Company and ISG, the Company and ISG have each agreed to pay 50% of Mr. Belardi’s annual salary and incentive plan award. The amounts reported for each period reflect only those amounts for which the Company is responsible. The fees for Mr. Belardi’s estate planning services that were paid by the Company are counted towards the amounts for which the Company is responsible.
(6)
In accordance with the terms of Mr. Belardi’s annual incentive award, Mr. Belardi received his annual incentive award of $955,200 for 2019 performance in the form of restricted Class A common shares. The restricted Class A common shares, which are included in the Stock Awards column, were awarded in 2019 as Mr. Belardi’s annual incentive opportunity but were granted in the form of restricted shares in 2020 following the conclusion of and determination of achievement for the 2019 performance period and vest ratably over a two-year period.
(7)
In accordance with the terms of his Transition Agreement, Mr. Gillis received an annual incentive bonus of $900,000.

32


2019 Grants of Plan-Based Awards Table
The following table provides information about awards granted to the NEOs in 2019: (1) the grant date; (2) the threshold, target and maximum estimated future payouts under annual incentive plan awards; (3) the number of stock options, RSAs and RSUs granted to the NEOs under the Company’s 2016 Share Incentive Plan; (4) the exercise price of the stock options; and (5) the grant date fair value of the share and option awards, computed in accordance with applicable SEC rules.
Name of Executive
 
Grant
Date
 
Estimated Future Payouts Under
Annual Incentive Plan Awards(1)
 
Estimated Future
Payouts Under
Equity Incentive Plan
Awards:(2)
(#)
 
All Other
Stock
Awards:
Number of
Shares or
Units(3)
 
All Other
Option
Awards: 
Number
of Securities
Underlying
Options(4)
 
Exercise
Price of
Option
Awards
($/Sh)
 
Grant
Date Fair
Value of
Share and
Option
Awards(5)
 
Threshold
 
Target
 
Maximum
 
Threshold
 
Target
 
Maximum
 
James R. Belardi
 
4/3/2019
 
 
 
 
 
 
 
14,727

 
29,454

 
44,181

 
 
 
 
 
 
 
$
1,122,525

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
14,727

 
 
 
 
 
$
625,014

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
64,433

 
$
42.44

 
$
625,000

 
 
4/3/2019
(6) 
 
 
 
 
 
 

 
19,216

 

 
 
 
 
 
 
 
$
955,200

William J. Wheeler
 
4/3/2019
 
 
 
 
 
 
 
11,782

 
23,563

 
35,345

 
 
 
 
 
 
 
$
898,025

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
11,782

 
 
 
 
 
$
500,028

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
51,547

 
$
42.44

 
$
500,006

 
 
4/3/2019
 

 
$
1,575,000

 
$
3,150,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Grant Kvalheim
 
4/3/2019
 
 
 
 
 
 
 
10,309

 
20,618

 
30,927

 
 
 
 
 
 
 
$
785,775

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
10,309

 
 
 
 
 
$
437,514

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
45,104

 
$
42.44

 
$
437,509

 
 
4/3/2019
 

 
$
1,300,000

 
$
2,600,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Martin P. Klein
 
4/3/2019
 
 
 
 
 
 
 
10,014

 
20,029

 
30,043

 
 
 
 
 
 
 
$
763,315

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
10,015

 
 
 
 
 
$
425,037

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
43,815

 
$
42.44

 
$
425,006

 
 
4/3/2019
 

 
$
1,222,000

 
$
2,444,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Frank L. Gillis
 
4/3/2019
 
 
 
 
 
 
 
3,535

 
7,069

 
10,604

 
 
 
 
 
 
 
$
269,420

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
3,535

 
 
 
 
 
$
150,025

 
 
4/3/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
15,464

 
$
42.44

 
$
150,001

 
 
4/3/2019
 

 
$
698,500

 
$
1,397,000

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6/12/2019
(7) 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
140,611

 
 
 
$
1,459,584

 
 
6/12/2019
(8) 
 
 
 
 
 
 
 
 
 
 
 
 
32,417

 
 
 
 
 
$
675,003

 
(1)
The 2019 annual incentive awards for our NEOs other than Mr. Belardi were based on a combination of five overall corporate financial and operational goals, which comprised 75% of the award, as well as individualized performance goals, which comprised the other 25% of the award. The corporate performance component of the awards has a payout range between 0% and 164% of the corporate performance component. The overall payout range of the awards, including both the corporate performance component and the personal performance component of the award, is between 0% and 200% of the target amount. As noted in the CD&A, Mr. Gillis received an annual incentive bonus of $900,000 in lieu of an annual incentive award payout per the terms of the Transition Agreement.
(2)
All equity incentive plan awards reported in this column, other than the award to Mr. Belardi of 19,216 shares, represent performance-based RSAs. The performance-based RSAs cliff-vest after the 20192021 performance period provided the recipient is continuously employed during the period and are payable only if the Company achieves specified goals based on three equally weighted performance metrics: average annual adjusted return on equity, cumulative adjusted operating income, and adjusted book value per share, each for the three-year period.
(3)
The time-based RSUs vest ratably over three years provided the recipient remains employed through the applicable vesting date.
(4)
The stock options vest ratably over a three-year period provided the recipient remains employed through the applicable vesting date.
(5)
For valuation methodology, see notes 1 and 2 to the 2019 Summary Compensation Table.
(6)
The award to Mr. Belardi of 19,216 shares represents a 2019 annual incentive award that is dollar-denominated but by its terms is payable in restricted Class A common shares, which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date. Mr. Belardi’s annual incentive award was issued with a target value of $925,000 and was based on a combination of five overall corporate financial and operational goals, which comprised 50% of the award, as well as individualized performance goals, which comprised the other 50% of the award. The corporate performance component of the award has a payout range between 0% and 164% of the corporate performance component. The overall payout range of the award, including both the corporate performance component and the personal performance component of the award, is between 0% and 137% of the target amount. 19,216 restricted Class A common shares were issued to Mr. Belardi on 2/21/20 following the compensation committee’s determination of the payout amount of the annual incentive award, which represents the amount of the annual incentive award payout, $955,200, divided by the closing price of the Class A common shares on the date of issuance.
(7)
The grant date fair value for these awards represents the incremental fair value related to the modification of Mr. Gillis’ outstanding stock awards pursuant to the Transition Agreement and does not reflect a new equity grant.
(8)
The grant date fair value for these awards represents the incremental fair value related to the modification of Mr. Gillis’ outstanding option awards pursuant to the Transition Agreement and does not reflect a new equity grant.



33


2019 Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information on the holdings of the Company’s equity awards by the NEOs as of December 31, 2019. This table includes vested Class M common shares, which are similar to vested, unexercised options; unvested Class A common shares; and unvested Class M time-based and performance-based common shares with vesting conditions that were not satisfied as of December 31, 2019. Each equity grant is shown separately for each NEO. The vesting schedule for each outstanding award is shown in the notes to this table. On February 28, 2020, all outstanding Class M common share awards vested and were exchanged for Class A common shares and warrants to acquire Class A common shares. See “Class M Common Shares and the Class M Exchange” below.
 
 
 
 
 
 
Option Awards
 
Stock Awards
Name of Executive
 
Grant
Date
 
Stock
Class or
Option Class
 
Number of
Securities
Underlying
Unexercised
Options
(Exercisable)
 
Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)
 
Option
Conversion
Price
 
Option
Expiration
Date(1)
 
Number of
Shares of
Stock or
Units of
Stock that
Have Not
Vested
 
Market
Value of
Shares of
Stock or
Units of
Stock
That
Have Not
Vested(2)
 
Number of
Unearned
Shares of
Stock or
Units of
Stock that
Have Not
Vested(6)
 
Market
Value of
Unearned
Shares of
Stock or
Units of
Stock that
Have Not
Vested(2)
James R. Belardi(3)
 
7/15/2009
 
M-1
  
2,346,155

 
 

 
$
10.00

 

 
 

 
 

 
 

 
 
 
 
10/15/2012
 
M-2
  
841,011

 
 

 
$
10.78

 

 
 

 
 

 
 

 
 
 
 
4/28/2014
 
M-3
  
1,000,000

 
 

 
$
13.46

 

 
 

 
 

 
 

 
 
 
 
3/7/2017
 
RSA
(7) 
 

 
 

 
 

 
 

 
11,489

 
$
540,328

 
 

 
 
 
 
2/20/2018
 
RSA
(8) 
 

 
 

 
 

 
 

 
21,078

 
$
991,298

 
 

 
 
 
 
4/3/2019
 
RSA
(9) 
 

 
 

 
 

 
 

 
19,216

 
$
903,728

 
 

 
 
 
 
6/6/2016
 
Options
 
128,645

 
 
 
$
33.95

 
6/6/2026

 
 

 
 
 
 

 
 
 
 
3/21/2017
 
Options
 
44,185

 
22,093

 
$
51.25

 
3/21/2027

 
 

 
 
 
 

 
 
 
 
2/27/2018
 
Options
 
22,092

 
44,186

 
$
48.05

 
2/27/2028

 
 

 
 
 
 

 
 
 
 
4/3/2019
 
Options
 
 
 
64,433

 
$
42.44

 
4/3/2029

 
 
 
 
 
 
 
 
 
 
3/21/2017
 
RSU
(4) 
 

 
 

 
 

 
 

 
4,066

 
$
191,224

 
 

 
 
 
 
3/21/2017
 
RSU
(5) 
 

 
 

 
 

 
 

 
 

 
 
 
24,391

 
$
1,147,109

 
 
2/27/2018
 
RSU
(4) 
 

 
 

 
 

 
 

 
8,672

 
$
407,844

 
 

 
 
 
 
2/27/2018
 
RSA
(10) 
 

 
 

 
 

 
 

 
 

 
 
 
26,015

 
$
1,223,485

 
 
4/3/2019
 
RSU
(4) 
 

 
 

 
 

 
 

 
14,727

 
$
692,611

 
 

 
 
 
 
4/3/2019
 
RSA
(10) 
 

 
 

 
 

 
 

 
 

 
 

 
29,454

 
$
1,385,222

William J. Wheeler
 
10/1/2015
 
M-4 Prime
  
1,500,000

 
1,000,000

*
$
27.83

 
10/1/2025

 
 

 
 

 
 

 
 

 
 
6/6/2016
 
Options
 
64,323

 
 
 
$
33.95

 
6/6/2026

 
 

 
 

 
 

 
 

 
 
3/21/2017
 
Options
 
26,511

 
13,256

 
$
51.25

 
3/21/2027

 
 

 
 

 
 

 
 

 
 
2/27/2018
 
Options
  
13,255

 
26,512

 
$
48.05

 
2/27/2028

 
 

 
 

 
 

 
 

 
 
4/3/2019
 
Options
 
 
 
51,547

 
$
42.44

 
4/3/2029

 
 
 
 
 
 
 
 
 
 
3/21/2017
 
RSU
(4) 
 

 
 

 
 

 
 

 
2,440

 
$
114,753

 
 

 
 

 
 
3/21/2017
 
RSU
(5) 
 

 
 

 
 

 
 

 
 
 
 
 
14,635

 
$
688,284

 
 
2/27/2018
 
RSU
(4) 
 

 
 

 
 

 
 

 
5,204

 
$
244,744

 
 
 
 
 
 
2/27/2018
 
RSA
(10) 
 

 
 

 
 

 
 

 
 
 
 
 
15,609

 
$
734,091

 
 
4/3/2019
 
RSU
(4) 
 

 
 

 
 

 
 

 
11,782

 
$
554,107

 
 
 
 
 
 
4/3/2019
 
RSA
(10) 
 
 
 

 
 
 
 
 
 
 
 
 
23,563

 
$
1,108,168

Grant Kvalheim
 
5/23/2016
 
M-4 Prime
  
128,076

 
205,333

*
$
34.23

 
5/23/2026

 
 
 
 
 
 
 
 
 
 
6/6/2016
 
Options
  
36,450

 
 
 
$
33.95

 
6/6/2026

 
 
 
 
 
 
 
 
 
 
3/21/2017
 
Options
  
15,023

 
7,512

 
$
51.25

 
3/21/2027

 
 
 
 
 
 
 
 
 
 
2/27/2018
 
Options
  
7,511

 
15,024

 
$
48.05

 
2/27/2028

 
 
 
 
 
 
 
 
 
 
4/3/2019
 
Options
 
 
 
45,104

 
$
42.44

 
4/3/2029

 
 
 
 
 
 
 
 
 
 
3/21/2017
 
RSU
(4) 
 

 
 

 
 

 
 

 
1,383

 
$
65,042

 
 
 
 
 
 
3/21/2017
 
RSU