DEF 14A 1 all3474231-def14a.htm DEFINITIVE PROXY STATEMENT

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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 Filed by a Party other than the Registrant      

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  Preliminary Proxy Statement
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Definitive Proxy Statement
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The Allstate Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Table of Contents















Notice of 2019
Annual Meeting
and Proxy Statement





What’s Inside
Letter from Independent Directors to Stockholders
Information on Five Voting Issues
Election of Directors
Advisory Vote on Compensation
Approval of 2019 Equity Incentive Plan
Ratification of External Auditor
Stockholder Proposal
Reporting Political Contributions


Table of Contents

Letter from Independent
Directors to Stockholders
         

The Allstate Corporation
2775 Sanders Road
Northbrook, IL 60062

April 8, 2019

Fellow Stockholders,

Thank you for trusting us to oversee the long-term prosperity of Allstate. We are committed to operating with transparency and use this letter to communicate the Board’s major initiatives in 2018.

Governance and Stewardship

Investor Engagement Over the last year, we reached out to stockholders representing almost 40% of Allstate’s outstanding shares and discussed governance and sustainability topics, including Allstate’s political contributions disclosures. Allstate currently issues an annual report on political involvement that lists political expenditures by category and the largest recipients. Last year, a stockholder proposal requiring disclosure of additional funding details for trade associations and political candidates did not receive majority support from stockholders, but we decided to enhance our governance as shown on the right.

In response to our investor engagement, governance enhancements include:
The nominating and governance committee will review the political contributions program semi-annually, and
The chief risk officer will provide an annual risk and return assessment of political activities to the full Board, and the results will be reported to stockholders.

Board Effectiveness We evaluate Board performance at every meeting and conduct an evaluation annually. We made several enhancements to our processes and schedule to maximize effectiveness, including:

Utilized additional educational sessions outside of formal Board meetings,
Met in small groups without agendas at every other meeting to share ideas and build stronger working relationships,
Expanded meetings between directors and high performing officers to provide a broader set of perspectives, and
Retained an external consultant to facilitate the annual evaluation and benchmark the Board’s performance against peers.

Risk and Return Oversight The full Board has oversight of risk and return given the strong linkage to strategy and operating performance, and our risk and return committee provides additional reviews. Oversight of Allstate’s enterprise risk and return program included several enhancements during the year:

Enterprise risk-return principles were expanded to better reflect the risks associated with the non-insurance businesses and the implications of increased use of data and analytics,
Management improved the process to determine economic capital in response to an external review overseen by the risk and return committee last year,
Operational risk oversight was expanded to include integrated enterprise reporting, additional metrics, and linkage to cybersecurity initiatives, and
The audit committee’s relationship with an independent cybersecurity advisor was maintained to provide additional capabilities and perspective in this rapidly evolving area.

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Strategy

Allstate’s Purpose Allstate’s strategic goal is to increase its market share in protecting people from life’s uncertainties. This year, we oversaw:

The Board reviews strategic topics at every meeting. This includes strategic initiatives for market-facing businesses and opportunities for growth by creating or acquiring businesses.

Growth in policies in force of 2.4% by the property-liability businesses leading to a $1.5 billion (4.8%) increase in insurance premiums earned,
Greater use of telematics in auto insurance and additional investment in Arity, the telematics platform created by Allstate,
Rapid growth of SquareTrade, which added almost 30 million protection policies,
Initiation of a significant relationship with a transportation network company, increasing diversification into commercial auto insurance, and
Expansion into identity protection with the acquisition of InfoArmor.

Allstate’s innovation and success are being noticed as Allstate was:
Named one of the 50 companies changing the world by Fortune for the second consecutive year, and
Ranked as a top 10 innovator amongst 752 companies by The Wall Street Journal/ Drucker Institute.

Sustainability

Human Capital Management and Succession Planning Attracting, developing and retaining top talent is necessary for Allstate to create shareholder value. Talent development and succession planning are discussed quarterly, and the Board meets regularly with senior leaders and reviews:

Survey results that measure culture and employee empowerment, engagement and alignment with corporate strategy,
Investments in employee development,
Allstate agency satisfaction,
Practices to increase the diversity of employees and managers,
Gender and minority equity within compensation programs,
Competitiveness of benefits and compensation packages, and
Opportunities for re-skilling and training employees.

We also work to ensure alignment of our executive compensation program with the long-term interests of stockholders. No significant changes were made to our program in 2018.

Social Responsibility Allstate operates its business and fulfills its role in society by broadly defining its purpose. Allstate believes that businesses serve a broader role in society by serving customers, making a profit, creating jobs, and improving communities. For more information on how we measure up, see Allstate’s Prosperity Report.

We welcome your feedback and pledge to continue to independently represent your interests. Thank you for your continued support.




KERMIT R. CRAWFORD


MICHAEL L. ESKEW


MARGARET M. KEANE


SIDDHARTH N. (BOBBY) MEHTA


JACQUES P. PEROLD


ANDREA REDMOND


GREGG M. SHERRILL


JUDITH A. SPRIESER


PERRY M. TRAQUINA



2019 Proxy Statement          3


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Notice of 2019 Annual Meeting of Stockholders

When

Tuesday, May 21, 2019, at 11:00 a.m. Central time.
Registration begins at 10:00 a.m.

  

Where

Allstate, West Plaza Auditorium
3100 Sanders Road
Northbrook, Illinois 60062

How To Vote In Advance

Your vote is important. Please vote as soon as possible by one of the methods shown below. Make sure to have your proxy card, voting instruction form, or notice of Internet availability in hand and follow the instructions.

   

By Telephone:
In the U.S. or Canada, you can vote your shares toll-free by calling 1-800-690-6903.

 

By Internet:
You can vote your shares online at proxyvote.com.

 

By Mail:
You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.

 

By Tablet or Smartphone:
You can vote your shares with your tablet or smartphone by scanning the QR code.

 

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 21, 2019

The Notice of 2019 Annual Meeting, Proxy Statement, and 2018 Annual Report and the means to vote by Internet are available at proxyvote.com.

Items of Business

PROPOSAL 1
Election of 10 directors.

PROPOSAL 2
Say-on-pay: advisory vote on the compensation of the named executives.

PROPOSAL 3
Approval of the 2019 Equity Incentive Plan.

PROPOSAL 4
Ratification of appointment of Deloitte & Touche LLP as Allstate’s independent registered public accountant for 2019.

PROPOSAL 5
Stockholder proposal, if properly presented at the meeting.

In addition, any other business properly presented may be acted upon at the meeting.

Who Can Vote

Holders of Allstate common stock at the close of business on March 22, 2019. Each share of common stock is entitled to one vote for each director position and one vote for each of the other proposals.

Who Can Attend

Stockholders who wish to attend the meeting in person should review page 93.

Date of Mailing

On or about April 8, 2019, these proxy materials and annual report are being mailed or made available to stockholders and to participants in the Allstate 401(k) Savings Plan.

By Order of the Board,
 
SUSAN L. LEES
SECRETARY
APRIL 8, 2019


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Proxy Summary

This summary highlights selected information about the items to be voted on at the annual meeting. It does not contain all of the information that you should consider in deciding how to vote. You should read the entire proxy statement carefully before voting.

PROPOSAL  1    Election of 10 Directors    See pages 10-15
for further information

 

 

The Board recommends a vote FOR each nominee.
Diverse slate of directors with broad leadership experience; three out of four committee chairs and the independent lead director bring gender or ethnic diversity.
All candidates are highly successful executives with relevant skills and expertise.
Average tenure of 6.5 years, with 9 of 10 directors independent of management.
Industry-leading stockholder engagement program and strong corporate governance practices that receive high corporate governance ratings.

The Director Nominees at a Glance 

KERMIT R. CRAWFORD

MICHAEL L. ESKEW MARGARET M. KEANE

SIDDHARTH N. MEHTA

JACQUES P. PEROLD

Former President and Chief Operating Officer of Rite Aid Corporation
Audit Committee Chair
Former Chairman and CEO of United Parcel Service, Inc.
Compensation and Succession Committee Chair

President and CEO of Synchrony Financial

Former President and CEO of TransUnion
Risk and Return Committee Chair

Former President of Fidelity Management & Research Company

Managed the strategy, performance and operational change of a highly competitive, consumer-focused service business

Guided the successful transformation of a global company through the use of digital technologies to more effectively deliver a customer-focused service

Directs the operations and strategy of a financial services business, expanding its focus on e-commerce and mobile capabilities

Extensive operational and strategic leadership experience in the financial services industry, and expanded global reach through the use of technology and advanced analytics

Led the strategy and operations of one of the world’s largest asset management firms in addition to overseeing the firm’s investments for its family of mutual funds

    

ANDREA REDMOND

GREGG M. SHERRILL

JUDITH A. SPRIESER

PERRY M. TRAQUINA

THOMAS J. WILSON

Former Managing Director of Russell Reynolds Associates Inc.
Nominating and Governance Committee Chair

Non-Executive Chair and former Chair and CEO of Tenneco Inc.

Former CEO of Transora Inc. and senior executive at Sara Lee Corporation
Lead Independent Director

Former Chairman, CEO, and Managing Partner of Wellington Management Company LLP

Chair, President, and CEO of The Allstate Corporation

Expertise in public company succession planning, human capital management, and executive compensation across a wide range of industries, including financial services

Broad operational and strategic leadership experience in the automotive industry, with valuable insights into anticipated transformation of the personal transportation system

Wide-ranging operational and leadership experience at technology services and consumer goods companies and significant experience serving on public company boards

Strong financial services and investment management expertise as leader of one of the world’s largest global investment management firms

Industry thought leader with a thorough understanding of Allstate’s business through holding key leadership roles over a 24-year career at Allstate

2019 Proxy Statement          5


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Proxy Summary  |

INDEPENDENT DIRECTOR TENURE

BOARD DIVERSITY

RELEVANT SKILLS AND EXPERIENCE

5.7 years
average independent director tenure

    

50%
diverse

    

90%
Board governance experience

    

90%
Corporate leadership experience

              

PROPOSAL  2    Say-on-Pay: Advisory Vote on the Compensation of the Named Executives    See pages 34-69
for further information
 
The Board recommends a vote FOR this proposal.
Independent oversight by compensation and succession committee with the assistance of an independent consultant.
Executive compensation targeted at 50th percentile of peers and aligned with short- and long-term business goals and strategy.
Compensation programs are working effectively. Annual incentive compensation funding for our named executives in 2018 was 173.4% of target, reflecting outperformance on all three quantitative measures: Total Premiums, Performance Net Income, and Net Investment Income.

Executive Compensation Highlights
We compensated our named executive officers (“NEOs”) using the following elements for total target direct compensation in 2018:

Target
Compensation Mix

  Element Description CEO

Other NEOs

Targeted at 50th percentile of peers

     Salary     

A competitive level of cash is provided to attract and retain executive talent

         

Annual Cash Incentive

A funding pool for 2018 of 173.4% of target was based on performance against three performance measures: Total Premiums, Performance Net Income, and Net Investment Income
Amounts awarded were based on pool funding, established target amounts, and individual performance

 

Long-term Equity Incentive

The mix of equity incentives granted in 2018 was 60% performance stock awards (“PSAs”) and 40% stock options
Awards granted were based on target amounts and individual performance
Actual PSAs vesting will be determined by Average Performance Net Income Return on Equity (“ROE”) (70%) and Earned Book Value (30%) results (both measured over a three-year period)
 
  
   

Allstate achieved all five 2018 Operating Priorities, and financial results improved, with adjusted net income*rising to $2.85 billion in 2018 from $2.47 billion in the prior year.
Total 2018 compensation for the CEO increased from 2017 by $744,889 to $17,814,076, excluding the change in pension value, as shown in the Summary Compensation Table. Total compensation is aligned with shareholder value with the majority paid in performance share awards and options.
* Measures used in this proxy statement that are not based on generally accepted accounting principles (“non-GAAP”) are denoted with an asterisk (*). These measures are defined and reconciled to the most directly comparable GAAP measures in Appendix A.

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   |   Proxy Summary

Based on company and individual performance, the named executives received the following annual incentive payments during the last three years:

Named Executive 2016 Annual
Incentive
($)
2017 Annual
Incentive
($)
2018 Annual
Incentive
($)
       Mr. Wilson      1,982,880      6,759,264      6,719,194
     Mr. Rizzo(1) 1,510,788
     Mr. Dugenske(1) 1,377,908 1,616,607
     Mr. Shapiro(1) 2,050,000
     Mr. Shebik 600,000 2,600,000 2,945,289
(1) For Messrs. Rizzo and Shapiro, only the last fiscal year is shown as this is their first year as named executives. For Mr. Dugenske, only the last two fiscal years are shown as this is his second year as a named executive. Mr. Dugenske’s 2017 award was prorated based on his March 2017 start date.

PROPOSAL  3    Approval of the 2019 Equity Incentive Plan    See pages 71-82
for further information

 

The Board recommends a vote FOR the approval of the 2019 Equity Incentive Plan.
Key terms of the 2019 Equity Incentive Plan (the “Plan”) are aligned with stockholder interests, including a minimum one-year vesting requirement and prohibitions on option repricing and discounted awards.
Allstate cannot make equity awards to employees beyond the remaining allotment under the 2013 Equity Incentive Plan. The new Plan authorizes 13,400,000 additional shares for equity grants.
The independent compensation and succession committee oversees the Plan, which is reviewed and benchmarked annually against Allstate’s peers with the assistance of an independent compensation consultant.

PROPOSAL  4    Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2019    See pages 83-85
for further information

 

The Board recommends a vote FOR ratification of Deloitte & Touche LLP for 2019.
Independent firm with few ancillary services and reasonable fees.
Significant industry and financial reporting expertise.
The audit committee annually evaluates Deloitte & Touche LLP and determined that its retention continues to be in the best interests of Allstate and its stockholders.

2019 Proxy Statement          7


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Proxy Summary  |  

PROPOSAL  5    Stockholder Proposal on Reporting Political Contributions    See pages 86-87
for further information

 

The Board recommends a vote AGAINST this proposal.
 
Allstate already provides significant disclosure of political activities, including information that is not requested by the proponent.
Allstate’s Board expanded its oversight of the Company’s public policy involvement in 2018 in response to stockholder input, including instituting a leading practice of having the chief risk officer independently assess this activity for the Board.
The proposal relates to expenditures that are not significant to Allstate’s size and is contrary to the interests of Allstate’s stockholders.

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Table of Contents

2     Letter from Independent Directors to Stockholders
 
4 Notice of 2019 Annual Meeting of Stockholders
 
5 Proxy Summary
 
10 Corporate Governance
10 Proposal 1
Election of 10 Directors
11 Director Nominees
16 Board Composition and Nominee Considerations
17 Board Effectiveness
19 The Board’s Risk Oversight Responsibilities
25 Board Structure
26 Board Meetings and Committees
30 Board Independence and Related Person Transactions
30 Director Compensation
 
34 Executive Compensation
34 Proposal 2
Say-on-Pay: Advisory Vote on the Compensation of the Named Executives
34 Compensation Discussion and Analysis
52 Compensation Committee Report
53 Summary Compensation Table
56 Grants of Plan-Based Awards at Fiscal Year-end 2018
58 Outstanding Equity Awards at Fiscal Year-end 2018
59 Option Exercises and Stock Vested During 2018
60 Retirement Benefits
62 Non-Qualified Deferred Compensation at Fiscal Year-end 2018
63 Potential Payments as a Result of Termination or Change in Control (“CIC”)
66 Estimate of Potential Payments Upon Termination
67 Performance Measures for 2018
70 CEO Pay Ratio
71     Equity Incentive Plan
71 Proposal 3
Approval of the 2019 Equity Incentive Plan
72 Additional Shares to be Authorized Under the Plan
73 Other Key Features of the 2019 Plan
73 Summary of 2019 Equity Incentive Plan
81 Other Information
 
83 Audit Committee Matters
83 Proposal 4
Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2019
85 Audit Committee Report
 
86 Stockholder Proposal
86 Proposal 5
Stockholder Proposal on Reporting Political Contributions
87 Board of Directors’ Statement in Opposition to the Stockholder Proposal on Reporting Political Contributions
88 Stockholder Proposals or Director Nominations for the 2020 Annual Meeting
 
89 Stock Ownership Information
89 Security Ownership of Directors and Executive Officers
90 Security Ownership of Certain Beneficial Owners
90 Section 16(a) Beneficial Ownership Reporting Compliance
 
91 Other Information
91 Proxy and Voting Information
95 Appendix A – Definitions of Non-GAAP Measures
99 Appendix B – Categorical Standards of Independence
100 Appendix C – Executive Officers
101 Appendix D – 2019 Equity Incentive Plan


        REPORT HIGHLIGHTS
     ABOUT ALLSTATE

The Allstate Corporation is one of the leading personal lines insurers in the United States. Founded in 1931, Allstate has been dedicated to protecting our customers from life’s uncertainties and preparing them for the future for more than 87 years. Allstate offers a broad array of protection products through multiple brands and diverse distribution channels, including auto, home, life and other insurance offered through its Allstate®, Esurance®, Encompass® and Answer Financial® brands. The Company also provides protection products and services through Allstate Benefits®, Allstate Roadside Services®, Allstate Dealer Services®, Arity®, SquareTrade®, and InfoArmor®.

See information about the Nominating and Governance Committee’s oversight of political contributions on page 20
See information about Allstate’s director compensation program on pages 30-31
See information about our performance measures related to our Annual Incentive Plan in 2018 on pages 43-45

2019 Proxy Statement           9


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Corporate Governance

PROPOSAL  1    Election of 10 Directors

 

The Board recommends a vote FOR each nominee.

The Board recommends 10 nominees for election to the Allstate Board for one-year terms beginning in May 2019 and until a successor is duly elected and qualified or his or her earlier resignation or removal.

Each nominee was previously elected at Allstate’s annual meeting of stockholders on May 11, 2018, for a one-year term. The Board expects all nominees named in this proxy statement to be available for election. If any nominee is not available, then the proxies may vote for a substitute. On the following pages, we list the reasons for nominating each individual.

Director Nominees’ Skills and Experience

Our Board selected the nominees based on their diverse set of skills and experience, which align with our business strategy and contribute to the effective oversight of Allstate. Our nominees are talented, both as individuals and as a team. Fifty percent of our Board is ethnically or gender diverse. They bring a full array of business and leadership skills to their oversight responsibilities. Most nominees serve on other public company boards, enabling our Board to more quickly adopt best practices from other companies. Their diversity of experience and expertise facilitates robust and thoughtful decision-making on Allstate’s Board.

CORE COMPETENCIES REQUIRED OF ALL DIRECTOR NOMINEES

 
Strategic Oversight Stockholder Advocacy Corporate Governance Leadership
100% of Directors 100% of Directors 100% of Directors 100% of Directors
 

ADDITIONAL CAPABILITIES THAT FACILITATE OVERSIGHT OF OUR BUSINESS

Financial Services
Assists with understanding the business and strategy of our Company.

       

Complex, Highly Regulated Businesses
Our business is highly regulated and is directly impacted by government actions.

Risk Management
Aids in the Board’s role in overseeing the risks facing our Company.

Operational Risk Management
Provides effective oversight of our enterprise risk and return management (“ERRM”) program, which is important to customer and stockholder protection.

Accounting and Finance
Financial reporting, audit knowledge, and experience in capital markets are elements of Allstate’s success.

Succession Planning
Important for ensuring Allstate has sufficient talent available for all senior management positions.

Technology
Relevant to how Allstate approaches improving its internal operations and the customer experience.

Innovation and Customer Focus
Helps Allstate grow its brand, enhance its reputation, generate disruptive innovation, and extend or create new business models.

Global Perspective
Provides valuable insights on how Allstate should continue to grow and manage its businesses outside the United States.

Government, Public Policy and Regulatory Affairs
Assists in identifying and understanding compliance issues and the effect of governmental actions on our business.

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Proposal 1  |  Corporate Governance

Director Nominees

Kermit R. Crawford
Independent
Age 59

       

Michael L. Eskew
Independent
Age 69

Professional Experience

Professional Experience

Former President and Chief Operating Officer of Rite Aid Corporation, which operates one of the leading retail drugstore chains in the United States.
Former Executive Vice President and President, Pharmacy, Health and Wellness for Walgreen Co., which operates one of the largest drugstore chains in the United States.
Former Director at LifePoint Health.

Relevant Skills

Expertise assessing the strategies and performance of a geographically distributed and consumer-focused service business in a highly competitive industry.
Effectively led operational change, including through the use of technology, and established strong platforms for long-term stockholder value creation.
Extensive knowledge of analyzing consumer experience and insights.

Kermit effectively transformed the pharmacy experience from a model focused primarily on drug delivery to a pharmacist-patient centric model.

Other Public Board Service

None
Former Chairman and CEO of United Parcel Service, Inc., a provider of specialty transportation and logistics services.
Presiding director at International Business Machines Corporation since May 2014 and lead director at 3M Company since 2012.

Relevant Skills

Expertise in strategy and leadership development.
Oversight of a highly regulated company as a director of Eli Lilly and Company.

Michael led the redesign of UPS’ operational platforms using digital technologies to more effectively and efficiently deliver a customer-focused worldwide service.

Other Public Board Service

Eli Lilly and Company (2008–present)
IBM (2005–present)
3M Company (2003–present)
 
 

Allstate Board Service
Director since 2013 (6 years of tenure)

Committee Assignments and Rationale
Audit Committee (Chair)

Responsibility for all aspects of strategic, operational, and profit and loss management of one of the largest drugstore chains in the United States.
Board leadership and tenure.
Former member of the audit and compliance committee at LifePoint Health.

Risk and Return Committee

Operational experience at large, geographically dispersed service organizations.
Chair of Allstate audit committee.

Allstate Board Service
Director since 2014 (5 years of tenure)

Committee Assignments and Rationale
Compensation and Succession Committee (Chair)

Significant management experience as former Chairman and CEO of UPS from 2002 to 2007 and director of other publicly traded companies.
Former chair of the 3M compensation committee and member of the Eli Lilly compensation committee.

Audit Committee

Chair of the IBM and Eli Lilly audit committees and a past member of the 3M audit committee.
Successful execution of financial oversight responsibilities as CEO of UPS.

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Corporate Governance  |  Proposal 1

Margaret M. Keane
Independent
Age 59

       

Siddharth N. (Bobby) Mehta
Independent
Age 60

Professional Experience

Professional Experience

Current President and CEO of Synchrony Financial, a consumer financial services company.
Former President and CEO of GE Capital Retail Finance.

Relevant Skills

Extensive operational and strategic experience in the financial services industry as President and CEO of Synchrony Financial.
Valuable insights into innovation, technology transformation, and employee development.
Successful leadership experience across roles spanning consumer finance, vendor financial services, operations and quality.

Margaret is leading the strategic, operational, and technology transformation in the rapidly changing consumer payments industry.

Other Public Board Service

Synchrony Financial (2014–present)
Former President, CEO, and current director of TransUnion, a global provider of credit information and risk management solutions.
Former Chairman and CEO, HSBC North America Holdings Inc.
Former CEO, HSBC Finance Corporation.

Relevant Skills

Extensive operational and strategic experience in the financial services industry, including in banking and the credit markets, which provides valuable insights into the highly regulated insurance industry and investment activities.

As a CEO, Bobby demonstrated successful leadership that increased revenues and global reach through the use of technology and advanced analytics.

Other Public Board Service

Northern Trust Corp. (2019–present)
Piramal Enterprises Ltd. (2013–present)
TransUnion (2012–present)
 
 

Allstate Board Service
Director since 2018 (1 year of tenure)

Committee Assignments and Rationale
Compensation and Succession Committee

Significant current market knowledge of executive compensation as President and CEO of Synchrony Financial.
Substantial experience in establishing management performance objectives and specific goals.

Nominating and Governance Committee

It is expected that Ms. Keane will be assigned to the nominating and governance committee after the Annual Meeting.
Significant management experience as the President and CEO of Synchrony Financial.

Allstate Board Service
Director since 2014 (5 years of tenure)

Committee Assignments and Rationale
Risk and Return Committee (Chair)

Significant experience in financial markets through multiple executive leadership positions at HSBC Group.
In-depth understanding and experience in risk and return management as a director and former chief executive officer.

Audit Committee

Multiple leadership positions with financial oversight responsibility, including President and CEO of TransUnion, CEO of HSBC Finance Corporation, and Chairman and CEO of HSBC North America Holdings Inc.
Chair of Allstate risk and return committee.

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Proposal 1  |  Corporate Governance

Jacques P. Perold
Independent
Age 60

       

Andrea Redmond
Independent
Age 63

Professional Experience

Professional Experience

Former President of Fidelity Management & Research Company, a privately-held investment and asset management company serving clients worldwide.
Founder, former President and Chief Investment Officer of Geode Capital Management LLC, a global asset manager and independent institutional investment firm and sub-advisor to Fidelity.
Current trustee of New York Life Insurance Company’s MainStay Funds.

Relevant Skills

30 years of successful leadership of strategy and operations and investment expertise in the financial services industry.
Leader of one of the world’s largest asset management firms.

Jacques had significant success in leading the investments and operations for Fidelity’s family of mutual funds with over $1.8 trillion in assets under management.

Other Public Board Service

MSCI Inc. (2017–present)
Former Managing Director, co-head of the CEO/board services practice, founder and leader of global insurance practice, and member of financial services practice at Russell Reynolds Associates Inc., a global executive search firm, with 20 years of experience at the firm.
Independent consultant providing executive recruiting, succession planning, and human capital management services.

Relevant Skills

Expert in public company succession planning, human capital management, and executive compensation across a wide range of industries.
Substantial experience in financial services leadership selection and executive development.
Extensive experience in assessing required board capabilities and evaluating director candidates.

Andrea’s insights and judgment on leadership helped companies and high-performance organizations execute their corporate strategies.

Other Public Board Service

None
 
 

Allstate Board Service
Director since 2015 (3 years of tenure)

Committee Assignments and Rationale
Nominating and Governance Committee

Investor perspective on corporate governance as a result of asset management expertise.
Significant governance experience as President of Geode Capital, which involved interlocking financial and operating relationships.

Risk and Return Committee

Significant experience in management and oversight of risk for three large asset management firms.
Current trustee of several mutual funds.

Allstate Board Service
Director since 2010 (9 years of tenure)

Committee Assignments and Rationale
Nominating and Governance Committee (Chair)

Significant expertise recruiting and evaluating directors for a variety of public companies.
A senior partner at a highly regarded global executive search firm, Russell Reynolds Associates, from 1986 to 2007, including significant tenure as co-head of the CEO/board services practice.

Compensation and Succession Committee

Experience in executive recruiting, succession planning, and human capital management.
Extensive experience working with numerous publicly traded companies to recruit and place senior executives.

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Corporate Governance  |  Proposal 1

Gregg M. Sherrill
Independent
Age 66

       

Judith A. Sprieser
Lead Independent Director
Age 65

Professional Experience

Professional Experience

Current non-executive Chairman, and former Chairman and CEO of Tenneco Inc., a producer of automotive emission control and ride control products and systems.
Former Corporate Vice President and President of Power Solutions at Johnson Controls Inc., a global diversified technology and industrial company.

Relevant Skills

Extensive operational and strategic experience in the automotive industry as Chair and CEO at Tenneco, which provides valuable insights into Allstate’s strategic discussions related to the rapid changes in the personal transportation system.
Successful experience managing international operations as CEO at a global public company with employees in 23 countries.

Gregg created the strategies and implemented operating plans to increase revenues and profitability during his tenure at Tenneco.

Other Public Board Service

Snap-on Inc. (2010–present)
Tenneco Inc. (2007–present)
Former CEO of Transora Inc., a technology software and services company.
Former CFO and other senior operating executive positions at Sara Lee Corporation, a global manufacturer and marketer of brand-name consumer goods.
Former director at Royal Ahold NV, Experian, and Reckitt Benckiser Group plc.

Relevant Skills

More than 20 years of operational experience in executive positions at Sara Lee Corporation and other consumer goods and services companies.
Extensive evaluation of financial statements and supervision of financial executives.

Judith has extensive service on boards of publicly traded and international companies, and significant operating experience.

Other Public Board Service

Newell Brands Inc. (2018-present)
Intercontinental Exchange Inc. (2004–present)
 
 

Allstate Board Service
Director since 2017 (1 year of tenure)

Committee Assignments and Rationale
Audit Committee

Multiple leadership positions with financial oversight responsibility, including as Chairman and CEO at Tenneco.

Nominating and Governance Committee

Significant management experience as the Chairman and former CEO of Tenneco.
Significant experience on boards of publicly traded and international companies.

Allstate Board Service
Director since 1999 (20 years of tenure)

Committee Assignments and Rationale
Lead Director

Prior chair of audit committee (7 years).
Board service at Allstate during many different external operating environments and two CEOs.

Nominating and Governance Committee

Significant experience on boards of publicly traded and international companies.
Current member of nominating and governance committee at Intercontinental Exchange Inc. and Newell Brands.

Risk and Return Committee

Insight from service as prior chair of Allstate’s audit committee and current audit committee chair at Intercontinental Exchange Inc.
Tenure as an Allstate director has provided experience through multiple operating environments.

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Proposal 1  |  Corporate Governance

Perry M. Traquina
Independent
Age 62

       

Thomas J. Wilson
Board Chair, President, and Chief Executive Officer
Age 61

Professional Experience

Professional Experience

Former Chairman, CEO and Managing Partner of Wellington Management Company LLP, one of the world’s largest global investment management firms with over $900 billion of assets under management.
Held a series of positions of increasing responsibility at Wellington, including Assistant Vice President, Director of Global Research, Partner and President.

Relevant Skills

Extensive leadership and management experience as CEO of one of the world’s largest institutional investors.
Strong financial services and global investment management expertise through 34 years at Wellington.
Oversaw the globalization of Wellington’s investment platform.
During ten-year leadership tenure, Wellington more than doubled its assets under management.
Fostered a culture of diversity and inclusion at Wellington.
Brings valuable market-oriented investor perspective.

Perry had significant success as an investor, building a world-class investment organization and overseeing the strategies and operating performance of public companies.

Other Public Board Service

Morgan Stanley (2015–present)
eBay Inc. (2015–present)
CEO since January 2007 and Chair of Board since May 2008.
President from June 2005 to January 2015, and from February 23, 2018, to present.
Held senior executive roles other than CEO, having led all major operating units.
Former director at State Street Corporation.

Relevant Skills

Key leadership roles throughout Allstate over 24 years.
Developed Allstate’s Shared Purpose and corporate strategy to grow market share in protecting people from life’s uncertainties.
Created and implemented Allstate’s risk and return optimization program, allowing Allstate to simultaneously withstand the 2008 financial market crisis and adapt to increases in severe weather and hurricanes.
In-depth understanding of the insurance industry.
Industry and community leadership, including former chair of the Financial Services Roundtable, chair of the U.S. Chamber of Commerce, co-chair of a public-private partnership to reduce violence in Chicago, and national and Illinois co-chair for WE.

Tom possesses a thorough and in-depth understanding of Allstate’s business, including its employees, agencies, products, investments, customers, and investors.

Other Public Board Service

None
 
 

Allstate Board Service
Director since 2016 (2 years of tenure)

Committee Assignments and Rationale
Compensation and Succession Committee

Significant management experience as former Chairman and CEO of Wellington Management Company LLP from 2004 through June 2014.
Shareholder perspective on compensation and succession as a significant investor and director of other public companies.

Risk and Return Committee

In-depth understanding of financial markets, asset allocation strategies, and investment performance management.
Current chair of the risk committee at Morgan Stanley.

Allstate Board Service
Director since 2006 (13 years of tenure)

Committee Assignments and Rationale
Executive Committee (Chair)

Comprehensive knowledge of Allstate’s business and industry, with 24 years of leadership experience at the Company.

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Corporate Governance  |  Board Composition and Nominee Considerations

Board Composition and Nominee Considerations

In addition to fulfilling the core competencies and additional capabilities listed on page 10, the Board and nominating and governance committee expect non-employee directors to be free of interests or affiliations that could give rise to a biased approach to directorship responsibilities or a conflict of interest and to be free of any significant relationship with Allstate that would interfere with the director’s exercise of independent judgment. The Board and committee also expect each director to devote the time and effort necessary to serve as an effective director and act in a manner consistent with a director’s fiduciary duties of loyalty and care. Allstate executive officers may not serve on boards of other corporations whose executive officers serve on Allstate’s Board.

The Board also has limits on the number of other public boards on which our directors may sit. Directors who are active executives may serve on the board of no more than two other public companies, and other directors may serve on the board of no more than four other public companies (in addition to Allstate’s Board in each case).

Board nominees are identified through a retained search firm, suggestions from current directors and stockholders, and through other methods, including self-nominations.

The nominating and governance committee will consider director candidates recommended by a stockholder in the same manner as all other candidates recommended by other sources. A stockholder may recommend a candidate at any time of the year by writing to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite F7, Northbrook, IL 60062-6127.

A stockholder or group of up to 20 stockholders owning 3% or more of Allstate’s outstanding common stock continuously for at least three years can nominate director candidates constituting up to 20% of the Board in the Company’s annual meeting proxy materials.

All candidates are evaluated and considered for their diversity, including gender, ethnic and diversity of background, expertise, and perspective, as well as the criteria described in our Corporate Governance Guidelines at www.allstateinvestors.com.


Nomination Process for Board Election

The Board continually considers potential director candidates in anticipation of retirements, resignations, or the need for additional capabilities. The graphic below describes the ongoing process to identify highly qualified candidates for Board service.

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Board Effectiveness  |  Corporate Governance

Board Effectiveness

Evaluation Process

Allstate’s Board evaluation process includes multiple assessments and reviews performed throughout the year. This process ensures that the Board’s governance and oversight responsibilities are updated to reflect best practices and are well executed. These evaluations include discussions after every meeting, an annual Board assessment and individual director evaluations.

STEPS TO ACHIEVE BOARD EFFECTIVENESS

          Process Performed By Description          
Evaluation at every in-person meeting Independent Directors
Measures effectiveness of Board and committee oversight
Ensures objectives were satisfied, all agenda items sufficiently considered and information presented was sufficient, complete, understandable and organized
Identifies issues that need additional dialogue

2018 OUTCOME
Based on the Board evaluation process, enhancements were made to meeting schedules and the timing and frequency of the distribution of Board materials to allow for more conversations around strategy and succession.

Biennial review of responsibilities and time allocation Board and Committees
Ensures all necessary agenda items were considered to fulfill Board and committee responsibilities
Adjustments made to future agendas and timelines
Annual evaluation Board
Ensures Board and committees are functioning effectively
Results reviewed by nominating and governance committee and summarized for full Board; recommendations for improvement are reviewed and plans initiated
In 2018, an independent outside consultant was engaged to conduct the Board evaluation
    
          Process Performed By Description     
Annual evaluation Lead Director, Nominating and Governance Committee (“NGC”) Chair, and Board Chair
Review contributions and performance in light of Allstate’s business and strategies and confirm continued independence
Feedback provided to each director by the Lead Director, NGC Chair, or Board Chair

2018 OUTCOME
Results of evaluations are used by the nominating and governance committee in connection with the annual nomination process. Specific action plans are discussed with each director.

Biennial evaluation Lead Director, NGC Chair, and Board Chair
Discuss each director’s future plans for continued Board service
Determine whether overall skills align with business strategy
Change in circumstances Board
Determine appropriateness of director’s continued membership on the Board after a change in primary employment
Review potential conflicts and whether change impacts director’s ability to devote the necessary time and effort to Board service

Director Onboarding and Continuing Education

All new directors participate in a robust director orientation and onboarding process to ensure a working knowledge of Allstate’s business, strategies, operating performance and culture and a successful integration into boardroom discussions as soon as possible. To assist with their development, all new directors are invited to attend all committee meetings prior to their appointment to a particular committee.

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Corporate Governance  |  Board Effectiveness

As part of their onboarding and during their tenure, directors regularly meet with senior leaders and employees below the senior leadership level. These interactions are offered in various forums, including one-on-one meetings and larger group sessions.

In addition, Allstate encourages and facilitates director participation in continuing education programs, and each director is given the opportunity to become a member of the National Association of Corporate Directors.

Our Commitment to Effective Governance

Allstate has a history of strong corporate governance guided by three primary principles: dialogue, transparency and responsiveness. The Board has enhanced governance policies over time to align with best practices, drive sustained stockholder value and serve the interests of stockholders. Allstate’s key governance practices are included below.

Stockholder
Rights
Annual election of directors with a majority vote standard in uncontested elections
Proxy access rights
No stockholder rights plan (“poison pill”) and no supermajority voting provisions
Confidential voting
Right to call a special meeting and request action by written consent for stockholders with 10% or more of outstanding shares
Independent
Oversight
Strong independent lead director and committee chair roles with clearly articulated responsibilities
Independent Board committees
Nine out of ten directors are independent
Executive sessions at every in-person Board and committee meeting without management present
Independent reviews by the Board, audit, and risk and return committees of Allstate’s strategy, business, and the related key risks and mitigation activities
See page 20 for information related to risk oversight of political contributions, cybersecurity, and refinements to Allstate’s risk and return framework in 2018.
Use of outside experts such as independent auditors, compensation consultants, governance specialists, cybersecurity experts, board search firm representatives, and financial advisors
Good
Governance
Extensive Board dialogue with formal processes for stockholder engagement and frequent cross-committee communications
Annual letter to stockholders from the independent directors on Board accomplishments
Requests for stockholder engagement with holders of at least 1/3 of outstanding shares each year
Robust Board and committee self-evaluation process, including at the end of each in-person meeting and annual reviews for the entire Board and each individual director
See page 17 for information about the independent outside consultant that was engaged to conduct the annual Board evaluation in 2018
Comprehensive Sustainability Report with information on public policy (including political contributions), climate change, information security, environmental, social, and governance performance and management, and inclusive diversity
Robust Global Code of Business Conduct and ethics training for all directors
Effective director education program
Strong equity ownership requirements for executives and directors

INVESTOR STEWARDSHIP GROUP
Allstate believes that strong and effective governance practices are critical to long-term value creation. To achieve that goal, Allstate follows the six corporate governance principles set out by the Investor Stewardship Group for U.S.-listed companies. These principles are: (1) boards are accountable to shareholders; (2) shareholders should be entitled to voting rights in proportion to their economic interest; (3) boards should be responsive to shareholders and be proactive in order to understand their perspectives; (4) boards should have a strong, independent leadership structure; (5) boards should adopt structures and practices that enhance their effectiveness; and (6) boards should develop management incentive structures that are aligned with the long-term strategy of the company.

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The Board’s Risk Oversight Responsibilities  |  Corporate Governance

The Board’s Risk Oversight Responsibilities

The Board oversees Enterprise Risk and Return Management (“ERRM”), including management’s design and implementation of ERRM practices. The chief risk officer’s assessment of Allstate’s overall risk position and alignment with risk and return principles is reviewed at least twice a year. Significant risks, including those affected by climate change, financial markets, and cybersecurity threats, are regularly identified, measured, managed, and reported. Risk and return perspectives are shared with the Board across five risk types: insurance, investment, financial, operational, and strategic. The key risk areas overseen by each Board committee are included below.

Board Of Directors
Formal Review at Least Twice a Year

Risk and Return Committee    Audit Committee
Reviews Risk At Least Five Times Annually   Reviews Risk At Least Four Times Annually
Oversees the effectiveness of Allstate’s ERRM framework, governance structure and decision making
Reported through a quarterly risk dashboard that identifies key risks, measurement of the current risk profile, and alignment with risk and return principles
Includes a review of the chief risk officer’s assessment of strategic and operating plans
Reviews extremely low frequency scenarios (“ELFs”) at least annually
Reviews regulatory Own Risk and Solvency Assessment (“ORSA”) report
Reviews Risk Factors included in our Form 10-K, including risks related to climate change and severe weather
The audit committee chair is a risk and return committee member to enhance cross-committee communication
The chief risk officer attends all meetings and has regular executive sessions with the committee
The chief audit executive attends all meetings
 
Oversees Allstate’s internal controls related to key risks and the major financial risk exposures
Reported through a semi-annual risk control dashboard
Conducts quarterly reviews to oversee the efficacy of cybersecurity risk initiatives and related policies and procedures
Receives regular reports from the chief risk officer, chief information security officer, and outside experts
Engages an external, independent cybersecurity advisor
Reviews Risk Factors included in our Form 10-K
The risk and return committee chair is an audit committee member to enhance cross-committee communication
The chief audit executive attends all meetings and has regular executive sessions with the committee
The chief risk officer attends all meetings
 
Compensation and Succession Committee   Nominating and Governance Committee
Reviews Risk At Least Once Annually   Reviews Risk As Needed
Oversees executive compensation programs (including the design, performance measures and ranges in incentive plans)
Includes a review of the chief risk officer’s assessment of incentive compensation programs
Oversees talent development and senior executive succession planning to ensure they appropriately align with Allstate’s risk and return principles
 
Oversees director elections and corporate governance practices to ensure they appropriately align with Allstate’s risk and return principles
Oversees the Company’s political contributions and activities, as well as its sustainability practices

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Corporate Governance  |  The Board’s Risk Oversight Responsibilities

CURRENT DEVELOPMENTS IN THE BOARD’S RISK OVERSIGHT
Political Contributions and Activity            Cybersecurity
In addition to a thorough annual review by the Board, the nominating and governance committee now reviews political contributions twice a year. The chief risk officer conducted a risk and return assessment of Allstate’s involvement in political activities to ensure proper oversight. An independent cybersecurity advisor was retained for a third year to provide an objective assessment of Allstate’s capabilities in this rapidly developing area.
 Refined Economic Capital Model  Advancement of Risk Framework
The risk and return committee oversaw the refinement of Allstate’s economic capital framework, which is used to make strategic decisions, set operational priorities and measure performance. The refinements were in response to recommendations made during an independent external review of the framework conducted by leading experts in economics and regulation.

The maturity of Allstate’s operational risk and return management framework was advanced with the formalization of additional policies, the formation of an operational risk council, and investments in additional employee and technology resources. The enhancements improved operational risk assessment capabilities as well as awareness and accountability throughout the enterprise.

       

 Risk Management and Participation in the Political Process

Allstate engages in public policy advocacy at the state and federal levels to foster market innovation, fight for consumers, promote safety and security, ensure a healthy regulatory system, promote fiscal responsibility, and advocate for small businesses. During 2018, in response to stockholder feedback, Allstate enhanced oversight of its public policy program by:

Instituting a semi-annual review of Allstate’s public policy activity by the nominating and governance committee, in addition to the annual review by the Board.
Expanding the disclosure in Allstate’s Sustainability Report to include the top legislative and regulatory issues addressed by Allstate.
The chief risk officer conducting an annual risk and return assessment of Allstate’s political activities to ensure appropriate oversight and management of Allstate’s political activities. We believe this risk and return assessment is an industry leading practice.

The assessment was based on an independent, external framework published by Transparency International UK (a global anti-corruption agency) on the Principles and Guidance for Responsible Corporate Political Engagement but was expanded to address Allstate’s specific activities and risk profile. The chief risk officer concluded that Allstate’s control framework appropriately manages the risks in Allstate’s political activities and that sufficient governance and oversight exist to ensure activities are aligned with Allstate’s risk and return principles. The chief risk officer evaluated the risks of Allstate’s activities and concluded the individual initiatives were fully assessed, prudent, and necessary. In addition, the assessment noted that failure to engage in the political process could result in unfavorable policies and legislation and adverse business outcomes and could negatively impact Allstate’s strategic position and business model.

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The Board’s Risk Oversight Responsibilities  |  Corporate Governance

Risk Management and Compensation

Compensation policies and practices are structured to provide incentives for employees to successfully execute the Company’s strategies and achieve annual operating goals while meeting all risk and return principles. The plans are also structured to ensure management does not take unnecessary or excessive risk. Analysis provided by an external consultant, the chief risk officer, and review by the compensation and succession committee concluded the plans achieve these objectives. Based on this analysis, Allstate’s compensation policies ensure appropriate levels of risk-taking, while avoiding unnecessary risks that could have a material adverse effect on Allstate. Compensation plans provide a balanced and appropriate mix of cash and equity through annual and long-term incentives that align with short- and long-term business goals. No one, regardless of eligibility, is guaranteed an award under the annual cash incentive program. Multiple performance measures are utilized that correlate with long-term stockholder value creation and diversify the risk associated with any single performance indicator. In addition, the annual incentive program contains a funding adjustment for senior executives in the event of a net loss, which reduces the corporate pool funding for those officers by 50% of actual performance. Likewise, for the performance stock award program, the committee requires positive net income for executives to earn awards above target. Equity awards to executive officers after 2009 and annual cash incentive awards beginning in 2010 are subject to clawback in the event of certain financial restatements. Executives are also subject to rigorous stock ownership requirements.

Board Role in Setting Compensation

The compensation and succession committee makes recommendations to the Board on compensation for the CEO and executive officers and the structure of plans used for executive officers. The compensation and succession committee reviews the executive compensation program throughout the year with the assistance of an independent compensation consultant, Compensation Advisory Partners (“CAP”). CAP benchmarks Allstate’s plans and compensation payments to the market and evaluates changes to the executive compensation program. The compensation consultant also assesses Allstate’s executive compensation design, peer group selection, relative pay for performance, and total direct compensation for individual senior executive positions. Representatives of the compensation consultant participated in six out of seven compensation and succession committee meetings in 2018. The compensation and succession committee annually evaluates the compensation consultant’s performance and independence.

The compensation and succession committee grants all equity awards to individuals designated as executive officers for purposes of Section 16 of the Securities Exchange Act of 1934 or covered employees as defined in Internal Revenue Code Section 162(m). The compensation and succession committee has authority to grant equity awards to eligible employees in accordance with the terms of our 2013 Equity Incentive Plan. The Board has delegated limited authority to the CEO to grant equity awards to non-executive officers. All awards granted between compensation and succession committee meetings are reported at the next meeting.

The compensation consultant also provides the nominating and governance committee with competitive information on director compensation, including updates on practices and emerging trends.

Board Role in Human Capital Management and Management Succession

Allstate’s Shared Purpose is based on the premise that all employees must exercise leadership. Allstate manages talent by providing employees with training, mentoring and career development; promoting from within; emphasizing inclusive diversity; attracting new employees; and monitoring engagement through annual employee surveys. Allstate takes a thorough approach to ensure employees are treated equitably regarding their compensation. A pay analysis compares the base salary between men and women, and non-minorities and minorities, who are in similar jobs and geographic areas. If pay discrepancies are identified, adjustments are made.

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Corporate Governance  |  The Board’s Risk Oversight Responsibilities

The Board reviews these human capital management practices, including the pay fairness analyses, annually since they are vital to Allstate’s continued success.

The Board’s involvement in leadership development and succession planning is systematic and ongoing. Management succession is discussed four times annually in compensation and succession committee meetings, Board meetings, and executive sessions. Discussions cover the CEO and other senior executive roles. The Board also has regular and direct exposure to senior leadership and high-potential officers through informal meetings held throughout the year.

BOARD REVIEW OF SUCCESSION PLANNING AND TALENT DEVELOPMENT PRACTICES

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The Board’s Risk Oversight Responsibilities  |  Corporate Governance

Corporate Sustainability

The Board believes sustainability benefits Allstate’s stakeholders and drives long-term value creation. Allstate and The Allstate Foundation created positive societal change through several initiatives in 2018, including:

Privacy and Information Security         Community
Launched an internal campaign to raise awareness about the importance of protecting personal information within Allstate
Offered reskilling opportunities to build an internal pipeline of cybersecurity talent, with the first group of employees graduating from the program in 2018
Gave nearly $47 million in charitable contributions throughout the nation, including contributions from employees and agents
Helped over 6 million youth participate in service-based learning through The Allstate Foundation’s Good Starts Young program
Since 2005, served over 1.7 million domestic violence survivors through The Allstate Foundation’s Purple Purse program, focused on ending domestic violence through financial empowerment
           
            
Risk and Climate Workforce and Inclusive Diversity
Continued to strengthen Allstate’s catastrophe response and risk management programs through technology such as drone usage, QuickFoto Claim® and Mobile Claims Centers
Utilize reinsurance to minimize the economic impact on shareholders of severe weather
Assisted customers in mitigating their carbon footprint through energy-efficient endorsements

 

Invested in training opportunities, with employees completing 444,302 courses and 465,804 hours of learning
Worked to ensure the diversity of the workforce, resulting in 69.4% diverse employees
Retained 86.7% of our employee population (a useful barometer for the health of the workforce culture)
Provided leadership with feedback about the health of Allstate’s culture semi-annually, with this more frequent feedback enabling stronger development of managers and employee culture

Ethisphere has named Allstate as one of the World’s Most Ethical Companies each of the last five years, recognizing Allstate for high ethical standards in its business practices and values-based leadership.

To learn more about our corporate sustainability efforts, please view Allstate’s 2018 Sustainability Report at http://allstatesustainability.com

More Information

You can learn more about our corporate governance by visiting www.allstateinvestors.com, where you will find our Corporate Governance Guidelines, each standing committee charter, and Director Independence Standards. Allstate has adopted a comprehensive Global Code of Business Conduct that applies to the CEO, CFO, vice chair, controller, and other senior financial and executive officers, as well as the Board of Directors and other employees. It is also available at www.allstateinvestors.com. Each of the above documents is available in print upon request to the Office of the Secretary, The Allstate Corporation, 2775 Sanders Road, Suite F7, Northbrook, IL 60062-6127.

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Corporate Governance  |  The Board’s Risk Oversight Responsibilities

Stockholder Engagement

Allstate proactively engages with significant stockholders throughout the year. Dialogue, transparency, and responsiveness are the cornerstones of our stockholder engagement program. Such discussions are held before the annual meeting, during stockholder voting, and after the annual meeting and include our lead director, chair of the nominating and governance committee, Chair of the Board, and other committee chairs or directors as necessary. Direct engagement involves reaching out to our largest stockholders representing approximately one-third of our total outstanding shares. We also engage with proxy and other investor advisory firms that represent the interests of various stockholders. In addition to input on current governance and executive compensation topics specific to Allstate, we invite discussion on any other topics or trends stockholders may wish to share with us. Their input is reported to the nominating and governance committee, which in turn allocates specific issues to relevant Board committees for further consideration. Each Board committee reviews relevant feedback and determines if additional discussion or actions are necessary by the respective committee or full Board. In addition, broader investor surveys provide perspective on investor concerns.

STOCKHOLDER ENGAGEMENT CYCLE

Communication with the Board

The Board has established a process to facilitate communication by stockholders and other interested parties with directors as a group. The general counsel reports regularly to the nominating and governance committee on all correspondence received that, in her opinion, involves functions of the Board or its committees or that she otherwise determines merits Board attention. Activity on social media is also monitored and reported to the nominating and governance committee.

In addition, the audit committee has established procedures for the receipt, retention, and treatment of any complaints about accounting, internal accounting controls, or auditing matters. The communication process and the methods to communicate with directors are posted on the “Corporate Governance” and “Management & Directors” sections of www.allstateinvestors.com.

The Allstate Board welcomes your input on compensation, governance, and other matters.
directors@allstate.com

The Allstate Corporation, Nominating & Governance Committee, 2775 Sanders Road, Suite F7, Northbrook, IL 60062-6127 c/o General Counsel


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Board Structure  |  Corporate Governance

Board Structure

Independent Lead Director

Allstate’s Board places great importance on strong independent Board leadership and has had a strong lead director role in place for over eight years. Allstate’s Corporate Governance Guidelines describe the responsibilities of the lead director and the selection process, including the characteristics that the Board considers important in a lead director.

The lead director is elected annually by the independent directors, and it is generally expected that the lead director serve more than one year.

  

Considerations in Selecting the Current Lead Director
The independent directors consider several factors, including the director’s corporate governance expertise, operational and leadership experience, board service and tenure, integrity, prior Board leadership roles, and ability to meet the required time commitment. It is preferable that the lead director hold a previous position as chair of a Board committee, either at Allstate or another company. Ms. Sprieser was chosen by the independent directors as she exemplified these characteristics. She has devoted significant time fulfilling her duties as lead director since May 2015. During her tenure on Allstate’s Board, she has cultivated an expansive knowledge of Allstate in multiple operating environments. Her long-term perspective complements the perspectives of newer Board members, six of whom have joined in the last five years. The independent directors believe that Ms. Sprieser is exceptionally well-qualified to serve as Allstate’s independent lead director.

     
Judith A. Sprieser
LEAD DIRECTOR

Lead director since 2015
Member of the nominating and governance, risk and return and executive committees
Prior chair of audit committee for seven years
Allstate Board experience in multiple operating environments and under two CEOs
   

LEAD INDEPENDENT DIRECTOR RESPONSIBILITIES

Board Meetings and
Executive Sessions

     

Has the authority to call meetings of the independent directors
Approves meeting agendas and schedules and information sent to the Board to ensure there is sufficient time for discussion of all items and that directors have the information necessary to perform their duties
Chairs executive sessions of independent directors at every Board meeting
Presides at all Board meetings when the Chair is not present
Duties to the Board
Has regular communications with the CEO about Allstate’s strategy and performance
Performs additional duties designated by the independent directors
Succession Plans
Facilitates the development of a succession plan for the Chair and CEO
Committee
Involvement
Works with the Chair and committee chairs to ensure coordinated coverage of Board responsibilities and ensures effective functioning of all committees
Ensures the implementation of a committee self-evaluation process and regular committee reports to the Board
CEO Performance
Evaluation
Facilitates and communicates the Board’s performance evaluation of the Chair and CEO with the chair of the compensation and succession committee
Communication Between
Chair and Independent
Directors
Serves as liaison between the Chair and independent directors
Consults with the Chair and discusses items raised in executive sessions
Communication with
Stockholders
Communicates with significant stockholders and other stakeholders on matters involving broad corporate policies and practices, when appropriate
Board and Individual
Director Evaluations
Facilitates the evaluation of individual director, Board and committee performance with the chair of the nominating and governance committee and the Chair

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Corporate Governance  |  Board Meetings and Committees

Board Chair

The independent directors periodically review Allstate’s leadership structure and whether separating the roles of Chair and CEO is in the best interests of Allstate and its stockholders. When making this determination, the independent directors consider the recommendation of the nominating and governance committee, the current circumstances at Allstate, the skills and experience of the individuals involved and the leadership composition of the Board. The roles of Chair and CEO were split during a transition of leadership in 2007 and 2008. The independent directors also appoint an independent lead director with robust powers and responsibilities. A strong lead director role provides an effective independent counterbalance if the independent directors choose to combine the Chair and CEO roles.

At present, the independent directors have determined Allstate is well-served by having these roles performed by Mr. Wilson, who provides excellent leadership and direction for both management and the Board. This promotes a strong connection between the Board and management that is subject to strong independent oversight by Allstate’s independent lead director and the other independent directors. The Board believes it benefits from the considerable knowledge and perspective that Mr. Wilson has acquired from more than 24 years of insurance industry experience. Given his extensive Company knowledge and his ability to effectively fulfill both roles simultaneously, he is uniquely qualified to lead discussions of the Board and is in the best position to facilitate the flow of business information and communications between the Board and management.

Board Meetings and Committees

Board Attendance

Each director attended at least 75% of the combined Board meetings and meetings of committees of which he or she was a member. Directors are expected to attend Board and committee meetings and the annual meeting of stockholders. All directors who stood for election at the 2018 annual meeting of stockholders attended the annual meeting. 99%
      Average attendance of directors as a group at Board and committee meetings during 2018.

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Board Meetings and Committees  |  Corporate Governance

Management Participation in Committee Meetings

Key members of management regularly attend and participate in Board meetings, presenting on key topics. Regular attendees include the CEO, vice chair, CFO, general counsel, president of Allstate Personal Lines, president of Allstate Financial Businesses, president of Service Businesses, chief investment and corporate strategy officer, and chief risk officer. Other senior leaders attend as meeting topics warrant. In addition, senior leadership also participates in committee meetings.

Audit Committee

The CFO, chief audit executive, chief compliance executive, chief risk officer, CEO, vice chair, general counsel and controller all actively participate in meetings. Senior business unit and technology executives, including the chief technology officer, are present when appropriate. Executive sessions of the committee are scheduled and held throughout the year, including sessions in which the committee meets exclusively with the independent registered public accountant, independent cybersecurity advisor, chief audit executive, and chief compliance executive.

 
Compensation and Succession Committee

The senior human resources executive, general counsel, CFO and CEO regularly participate in meetings. The committee regularly meets in executive sessions that include just the independent compensation consultant or senior human resources executive.
The senior human resources executive provides the committee with internal and external analyses of the structure of compensation programs. Throughout the year, the estimated and actual results under our incentive compensation plans are reviewed.
The CFO discusses financial results relevant to incentive compensation, other financial measures, and accounting rules.
The CEO advises on the alignment of incentive plan performance measures with strategy and the design of equity incentive awards. He also provides the committee with performance evaluations of
     
    senior executives and recommends merit increases and compensation awards.
The general counsel provides input on the legal and regulatory environment and corporate governance best practices and ensures the proxy materials accurately reflect the committee’s actions.
The chief risk officer reports annually on compensation plan alignment with Board-approved risk and return principles.
 
Nominating and Governance Committee

The CEO and general counsel participate in meetings. The committee regularly meets in executive session without management present.
 
Risk and Return Committee

The chief risk officer, CFO, general counsel, CEO, vice chair, and chief audit executive participate in meetings. The committee regularly meets in executive session, including sessions with the chief risk officer.

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Corporate Governance  |  Board Meetings and Committees

 

The Allstate Corporation Board of Directors

       

Independent Lead Director: Judith A. Sprieser

Chair: Thomas J. Wilson

Meetings in 2018: 7
     

Highly Independent Board
Nine out of ten directors on the Board are independent. Each director has input into Board and committee meeting schedules, agendas and materials. In addition, directors are provided opportunities throughout the year for independent discussion and reflection. The directors hold executive sessions without management present at every in-person Board and committee meeting. In 2018, small group director breakfasts were added to allow for additional independent contemplation of the matters discussed at meetings.

The Board’s meeting schedule was revised in 2018 to solely focus on strategy for three days in October
Succession planning discussed at four meetings annually







Audit Committee(1)

Report, pg. 85 ►

       

Compensation and
Succession Committee

Report, pg. 52 ►

Chair: Kermit R. Crawford     Meetings in 2018: 9 Chair: Michael L. Eskew     Meetings in 2018: 7
 
Other Members: Other Members:
Michael L. Eskew
Siddharth N. Mehta
Gregg M. Sherrill Margaret M. Keane
Andrea Redmond
Perry M. Traquina
 
“The controls over operations and financial statement preparation continue to be highly effective. Cybersecurity risk continued to be an area of significant attention, and the independent cybersecurity advisor was retained for a third year to provide additional assessment capabilities. We also reviewed an independent external assessment of Allstate’s ethics and compliance program.”

“In 2018, the annual incentive plan and long-term equity plan were fully reviewed, with minor modifications made to ensure continued alignment with shareholder interests. We also focused on management succession over multiple time periods and operating scenarios, the strength of Allstate’s human capital management programs, Allstate’s inclusive diversity practices and annual pay fairness analyses.”

 
— KERMIT R. CRAWFORD, CHAIR

— MICHAEL L. ESKEW, CHAIR

Key Responsibilities:

Oversees integrity of financial statements and other financial information and disclosures
Oversees the system of internal control over accounting and financial reporting and disclosure controls and procedures
Reviews the enterprise risk control assessment and guidelines, including cybersecurity risk and the major financial risk exposures and management’s steps to monitor and control those risks
Oversees the ethics and compliance program and compliance with legal and regulatory requirements
Appoints, retains, and oversees the independent registered public accountant, and evaluates its qualifications, performance and independence
Evaluates retaining independent cybersecurity advisor
Oversees Allstate’s internal audit function
Has authority to engage independent counsel and other advisors to carry out its duties

Key Responsibilities:

Oversees Allstate’s executive compensation plans
Has authority to retain the committee’s independent compensation consultant
Assists the Board in determining all compensation elements of the executive officers, including the CEO
Reviews the Compensation Discussion and Analysis and prepares the Compensation Committee Report in this proxy statement
Reviews management succession plans, evaluation processes and organizational strength
Reviews CEO’s performance in light of approved goals and objectives
(1) The Board determined that all members of the audit committee are independent under the New York Stock Exchange (“NYSE”) and Securities and Exchange Commission (“SEC”) requirements, and that Messrs. Eskew, Mehta, and Sherrill are each an audit committee financial expert as defined under SEC rules.

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Board Meetings and Committees  |  Corporate Governance

Robust Role for Independent Committee Chairs
Each of the committee chair roles includes the approval of meeting agendas and committee materials. Prior to each meeting, each committee chair has a separate conference call with the CEO and relevant operating executives. The committee chairs discuss meeting materials and agendas in advance of each meeting, which fosters independence and successful execution of each committee’s responsibilities.

Use of Independent Advisors
Each committee operates under a written charter and has the ability to hire third-party advisors. Outside experts such as independent auditors, compensation consultants, governance specialists, cybersecurity experts, board search firm representatives, and financial advisors attend meetings to provide directors with additional information on issues. All committees, other than the executive committee, used independent external consultants in 2018.

In 2018, an external advisor was used to assess Allstate’s ethics and compliance program.

          
Judith A. Sprieser
INDEPENDENT LEAD DIRECTOR

“Oversight of strategy is a major area of attention, with the three-day October meeting focused solely on strategy. We spent considerable time reviewing initiatives to advance Allstate’s strategy to grow market share in protecting people from life’s uncertainties. This served as the foundation for the acquisition of InfoArmor. In response to stockholder engagement, the Board also reviewed the chief risk officer’s first annual risk and return assessment of Allstate’s political contributions program.”

   


Nominating and
Governance Committee
        Risk and Return
Committee
Chair: Andrea Redmond     Meetings in 2018: 5 Chair: Siddharth N. Mehta     Meetings in 2018: 6
 
Other Members: Other Members:
Jacques P. Perold
Gregg M. Sherrill
Judith A. Sprieser Kermit R. Crawford
Jacques P. Perold
Judith A. Sprieser
Perry M. Traquina
 
“The Committee is committed to ensuring Allstate continues to adopt best practices in corporate governance. In 2018, we focused on Board evaluations and effectiveness and hired an independent consultant to evaluate the Board. We also began overseeing Allstate’s political contributions program in response to stockholder engagement.” “Allstate’s sophisticated risk and return management program was further refined during the year. We spent considerable time revising Allstate’s enterprise risk-return principles, overseeing operational risk, and discussing economic capital methodologies. We also reviewed the potential impact of extremely low frequency scenarios, or ELFs.”
 
— ANDREA REDMOND, CHAIR — SIDDHARTH N. MEHTA, CHAIR

Key Responsibilities:

Recommends candidates for Board election and nominees for Board committees
Recommends candidates for lead director and Chair
Recommends criteria for selecting directors and the lead director, and determines director independence
Reviews the Corporate Governance Guidelines and advises the Board on corporate governance issues
Determines performance criteria and oversees the performance assessment of the Board, Board committees, and lead director
Reviews Allstate’s non-employee director compensation program
Has authority to retain a director search firm and director compensation consultant
Reviews Allstate’s political contributions and sustainability initiatives

Key Responsibilities:

Assists the Board in risk and return governance and oversight
Reviews risk and return processes, policies, and guidelines used by management to evaluate, monitor, and manage enterprise risk and return
Reviews Allstate’s enterprise risk and return management function, including its performance, organization, practices, budgeting, and staffing
Supports the audit committee in its oversight of risk assessment and management policies
Has authority to retain outside advisors to assist in its duties

EXECUTIVE COMMITTEE

The Board has an Executive Committee made up of the lead director, committee chairs and Board Chair. The Executive Committee is chaired by Mr. Wilson and has the powers of the Board in the management of Allstate’s business affairs to the extent permitted under the bylaws, excluding any powers granted by the Board to any other committee of the Board. In addition, the Executive Committee provides Board oversight if outside the scope of established committees or if an accelerated process is necessary. No meetings of the Executive Committee were necessary in 2018.

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Corporate Governance  |  Board Independence and Related Person Transactions

Board Independence and Related Person Transactions

Nominee Independence Determinations

The Board has determined that all directors who served during 2018, other than Mr. Wilson, are independent according to applicable law, the NYSE listing standards, and the Board’s Director Independence Standards (which are included on www.allstateinvestors.com). In accordance with the Director Independence Standards, the Board has determined that the nature of the relationships with the corporation that are set forth in Appendix B do not create a conflict of interest that would impair a director’s independence. The Board also determined that the members of the audit, compensation and succession, nominating and governance, and risk and return committees are independent within the meaning of applicable laws, the NYSE listing standards, and the Director Independence Standards.

When evaluating the independence of director nominees, the Board weighs numerous factors, including tenure. In particular, the Board weighed the potential impact of tenure on the independence of our longest-serving director, Ms. Sprieser. Ms. Sprieser has significant experience serving at Allstate under different operating environments and management teams, and served on the Board under two CEOs and prior to Mr. Wilson’s appointment. The Board concluded that Ms. Sprieser is an effective director who fulfills her responsibilities with integrity and independence of thought. She appropriately challenges management and the status quo, and is reasoned, balanced, and thoughtful in Board deliberations and in communications with management. The Board determined that her independence from management has not been diminished by her years of service.

Related Person Transactions

The nominating and governance committee has adopted a written policy on the review, approval, or ratification of transactions with related persons, which is posted on the Corporate Governance section of www.allstateinvestors.com.

There were no related person transactions identified for 2018.

The committee or committee chair reviews transactions with Allstate in which the amount involved exceeds $120,000 and in which any related person had, has, or will have a direct or indirect material interest. In general, related persons are directors, executive officers, their immediate family members, and stockholders beneficially owning more than 5% of our outstanding stock. The committee or committee chair approves or ratifies only those transactions that are in, or not inconsistent with, the best interest of Allstate and its stockholders. Transactions are reviewed and approved or ratified by the committee chair when it is not practicable or desirable to delay review of a transaction until a committee meeting. The committee chair reports any approved transactions to the committee. Any ongoing, previously approved, or ratified related person transactions are reviewed annually.

Director Compensation

Director Compensation Program

The director compensation program is designed to appropriately compensate our non-employee directors for the time, expertise, and effort required to serve as a director of a large, complex, and highly regulated company and to align the interests of directors and long-term stockholders. The nominating and governance committee reviews non-employee director compensation annually and proposes changes, as appropriate, based on its review, benchmark information from peer companies, advice from an independent compensation consultant, and relevant compensation surveys.

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Director Compensation  |  Corporate Governance

AMONG THE HIGHLIGHTS OF OUR PROGRAM:

Director total compensation, lead director and committee chair retainers, and equity grant practices are all benchmarked against insurance industry peer group and targeted at peer median.
Equity makes up a meaningful portion of the directors’ overall compensation mix to align interests with stockholders.
A robust stock ownership guideline of five times the annual board membership cash retainer supports alignment with stockholders’ interests.
Special roles (such as lead director and committee chairs) are fairly recognized for their additional time commitments.
No additional fees are paid for board meeting attendance.
Annual restricted stock units are granted under a fixed-value formula and in accordance with the stockholder approved 2017 Equity Compensation Plan for Non-Employee Directors. The aggregate grant date fair value of any award during a calendar year may not exceed $800,000.

The following table describes each component of our non-employee director compensation program for 2018.

Role       Quarterly
Cash Retainer(1)(2)
      Equity
Non-Employee Director                   $ 31,250 The Board believes that a meaningful portion of a director’s compensation should be in the form of equity securities to create a linkage with corporate performance and stockholder interests. Directors are granted restricted stock units on June 1 equal in value to $155,000 divided by the closing price of a share of Allstate common stock on such grant date, rounded to the nearest whole share.
Lead Director $ 12,500
Audit Committee Chair $ 8,750
Compensation and Succession Committee $ 6,250
Chair and Risk and Return Committee Chair
Nominating and Governance Committee Chair $ 5,000
(1) Paid in advance on the first day of January, April, July, and October. The retainer is prorated for a director who joins the Board during a quarter.
(2) In 2018, based on peer benchmarking and an evaluation of the increased demands associated with committee service, effective January 1, 2019, the quarterly chair fee for the compensation and succession committee and risk and return committee was increased to $7,500 and $8,750, respectively. Both the annual retainer and chair fees for the committees were last increased effective January 1, 2017. No other changes were recommended for 2019 as director total compensation continues to be aligned with the insurance peer group and survey median.

Director Stock Ownership Guidelines

Each director is expected, within five years of joining the Board or within five years of an increase in annual retainer, if applicable, to accumulate an ownership position in Allstate common stock equal to five times the annual value of the cash retainer. Allstate’s stock ownership guidelines specify that Allstate shares owned personally and beneficially, as well as unvested restricted stock units, count toward meeting the requirement.

Each director has met the ownership guideline, except for Ms. Keane, and Messrs. Perold, Sherrill, and Traquina, who joined the Board in the last five years.

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Corporate Governance  |  Director Compensation

2018 Director Compensation

The following table summarizes the compensation for each of our non-employee directors who served as a member of the Board and its committees in 2018.

Name       Leadership Roles
Held During 2018
      Fees Earned or
Paid in Cash
($)(1)
      Stock
Awards
($)(2)(3)
      All Other
Compensation
($)(4)
      Total
($)
Kermit R. Crawford Audit Committee Chair (May – December) 147,404 155,057 302,461
Michael L. Eskew Compensation and Succession Committee Chair 141,003 155,057 296,060
(May – December)
Margaret M. Keane 125,000 219,663 344,663
Siddharth N. Mehta Risk and Return Committee Chair 150,000 155,057 305,057
Jacques P. Perold 125,000 155,057 280,057
Andrea Redmond Nominating and Governance Committee Chair 145,000 155,057 300,057
John W. Rowe Retired May 2018, Compensation and Succession 75,000 0 10,000 85,000
Committee Chair (January – May)
Gregg M. Sherrill 125,000 155,057 280,057
Judith A. Sprieser Lead Director 175,000 155,057 330,057
Mary Alice Taylor Retired May 2018, Audit Committee Chair 80,000 0 10,000 90,000
(January – May)
Perry M. Traquina 125,000 155,057 280,057
(1) Under the 2017 Equity Compensation Plan for Non-Employee Directors, directors may elect to receive Allstate common stock in lieu of cash compensation. In 2018, Margaret Keane elected to receive 50% of her retainer in stock and 50% in cash. Also, under Allstate’s Deferred Compensation Plan for Non-Employee Directors, directors may elect to defer their retainers to an account that is credited or debited, as applicable, based on (a) the fair market value of, and dividends paid on, Allstate common shares (common share units); (b) an average interest rate calculated on 90-day dealer commercial paper; (c) S&P 500 Index, with dividends reinvested; or (d) a money market fund. No director has voting or investment powers in common share units, which are payable solely in cash. Subject to certain restrictions, amounts deferred under the plan, together with earnings thereon, may be transferred between accounts and are distributed after the director leaves the Board in a lump sum or over a period not in excess of ten years in accordance with the director’s instructions. For 2018, Messrs. Eskew and Traquina elected to defer their cash retainer into common share units. The accumulated amount of Allstate common share units as of December 31, 2018, for any directors previously electing to defer their cash retainer, is reflected in the table below.

      Amounts Deferred under Deferred Compensation Plan for Non-Employee Directors       Allstate
Common
Share Units
(#)
Mr. Eskew 7,051
Mr. Traquina 2,844
(2) Grant date fair value for restricted stock units granted in 2018 is based on the final closing price of Allstate common stock on the grant dates, which in part also reflects the payment of expected future dividend equivalent rights. (See note 18 to our audited financial statements for 2018.) Ms. Keane received a prorated award when she joined the Board in 2018. The final grant date closing price was $93.86, except with respect to the prorated award granted to Ms. Keane, which was $104.71. The values were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. Each restricted stock unit entitles the director to receive one share of Allstate common stock on the conversion date (see footnote 3).

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Director Compensation  |  Corporate Governance

(3) The following table provides outstanding restricted stock units as of December 31, 2018, for each director. The value of the restricted stock units is based on the closing price of our common stock of $82.63 on December 31, 2018.

       Name       Restricted
Stock Units
(#)
      Value of
Restricted
Stock Units
as of 12/31/18
($)
      Multiple
of Annual
Cash
Retainer
Mr. Crawford 14,718 1,216,148 9.7
Mr. Eskew 10,057 831,010 6.6
Ms. Keane 2,269 187,487 1.5
Mr. Mehta 11,196 925,125 7.4
Mr. Perold 6,842 565,354 4.5
Ms. Redmond 30,190 2,494,600 20.0
Mr. Rowe (Retired May 2018) 0
Mr. Sherrill 2,777 229,464 1.8
Ms. Sprieser 43,848 3,623,160 29.0
Mrs. Taylor (Retired May 2018) 8,000 661,040
Mr. Traquina 5,401 446,285 3.6
 

Restricted stock unit awards granted before September 15, 2008, convert into common stock one year after termination of Board service. Restricted stock unit awards granted on or after September 15, 2008, and before June 1, 2016, convert into common stock upon termination of Board service. Restricted stock units granted on or after June 1, 2016, convert into common stock on the earlier of the third anniversary of the date of grant or upon termination of Board service. Directors had the option to defer the conversion of the restricted stock units granted on June 1, 2016, for ten years from the date of grant or the later of termination of Board service or June 1, 2024. The conversion of restricted stock units granted after June 1, 2016, may be deferred for ten years or until termination of Board service. In addition to the conversion periods described above, restricted stock units will convert upon death or disability. Each restricted stock unit includes a dividend equivalent right that entitles the director to receive a payment equal to regular cash dividends paid on Allstate common stock. Under the terms of the restricted stock unit awards, directors have only the rights of general unsecured creditors of Allstate and no rights as stockholders until delivery of the underlying shares.

Non-employee directors do not receive stock options as part of their compensation as a result of a policy change effective on June 1, 2009. There were no outstanding stock options as of year-end 2018.

(4) The $10,000 represents a charitable contribution made by Allstate to an entity selected by each of Mr. Rowe and Mrs. Taylor upon their retirement from the Board.

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Executive Compensation

PROPOSAL  2    Say-on-Pay: Advisory Vote on the Compensation of the Named Executives

 

The Board recommends a vote FOR this proposal.

We conduct a say-on-pay vote every year at the annual meeting. While the vote is non-binding, the Board and the compensation and succession committee (the “committee” as referenced throughout the Compensation Discussion and Analysis and Executive Compensation sections) consider the results as part of their annual evaluation of our executive compensation program.

You may vote to approve or not approve the following advisory resolution on the executive compensation of the named executives:

RESOLVED, on an advisory basis, the stockholders of The Allstate Corporation approve the compensation of the named executives, as disclosed pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis and accompanying tables and narrative on pages 34-69 of the Notice of 2019 Annual Meeting and Proxy Statement.

Compensation Discussion and Analysis

Executive Overview

Our Compensation Discussion and Analysis describes Allstate’s executive compensation program, including total 2018 compensation for our named executives listed below(1):

 
THOMAS J. WILSON MARIO RIZZO JOHN E. DUGENSKE GLENN T. SHAPIRO STEVEN E. SHEBIK
Chair, President, and Chief Executive Officer (CEO) Executive Vice President and Chief Financial Officer (CFO) Executive Vice President and Chief Investment and Corporate Strategy Officer President, Allstate Personal Lines Vice Chair
 
(1) See Appendix C for a full list of Allstate’s executive officers.

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Compensation Discussion and Analysis  |  Executive Compensation

Business Highlights

In 2018, Allstate delivered strong results and implemented multiple initiatives to drive long-term profitable growth. Our management team continued to advance all five Operating Priorities:

$2.8 billion

Distributed to stockholders in cash through stock repurchases and common stock dividends



Operating Priorities       Results
Better serve
customers
Net Promoter Score increased for all major businesses
Renewal ratio improved across Allstate, Esurance, and Encompass brands
Achieve target
economic returns on
capital
Adjusted net income return on common shareholders’ equity* of 14.8% for 2018
Grow customer base
Policy growth accelerated for Allstate and Esurance property-liability businesses
SquareTrade policies grew 29.9 million, or 77.1%, compared to the prior year
Proactively manage
investments
Net investment income of $3.2 billion in 2018, and total return on $81 billion investment portfolio of 0.8%
Build long-term
growth platforms
Expanded telematics offerings, Arity collecting 10 billion miles of data per month
SquareTrade continued its rapid growth, adding a leading U.S. retailer during the year
Acquired InfoArmor, a fast-growing identity protection provider
* Measures used in this proxy statement that are not based on generally accepted accounting principles (“non-GAAP”) are denoted with an asterisk (*). These measures are defined and reconciled to the most directly comparable GAAP measures in Appendix A.

Allstate’s one, three, and five-year total shareholder return was -19.5%, 40.7%, and 66.2%, respectively. The following chart shows Allstate’s total shareholder return over one, three and five years relative to the market cap weighted average of the peer group used for 2018 compensation benchmarking (identified on page 48).

COMPARISON OF TOTAL SHAREHOLDER RETURN (%)

(1) Market Cap Weighted Average

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Executive Compensation  |  Compensation Discussion and Analysis

Compensation Highlights

Compensation Governance

Allstate’s executive compensation program includes industry best practices with a focus on pay for performance and a strong link between performance measures and strategic objectives.

Allstate added a one-year minimum equity vesting provision in its equity compensation plan.

       

Shareholder Feedback

The Board considers feedback from shareholders on matters including compensation. At our last shareholder meeting, 93% of votes cast supported our executive compensation program. The committee considered the vote results, investor input, and current market practices and determined that no significant changes should be made to the program.

     
     

Comparison with Peers

The committee uses the 50th percentile of our peer companies as a guideline when setting total target direct compensation.

 

Independent Consultant

An independent compensation consultant provides advice on incentive design and the overall executive compensation program and pay levels.

Alignment of Pay with Performance

ANNUAL CASH INCENTIVE


(1) For a description of how these measures are determined, see pages 67-68

AIP % OF TARGET


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Compensation Discussion and Analysis  |  Executive Compensation

2016-2018 PERFORMANCE STOCK AWARDS


(1) For a description of how these measures are determined, see page 69

2018 Compensation Mix

The committee designs the executive compensation program to award pay in accordance with corporate, business unit and individual performance. A large percentage of total target compensation is at risk through long-term equity awards and annual cash incentive awards. These awards are linked to performance measures that correlate with long-term stockholder value creation. The mix of target total direct compensation for 2018 for our CEO and the average of our other named executives is shown in the chart below.

CHIEF EXECUTIVE OFFICER

OTHER NEOs

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Executive Compensation  |  Compensation Discussion and Analysis

Allstate’s Executive Compensation Principles

Allstate’s executive compensation program is designed to ensure that the interests of our executives are aligned with our shareholders:

   

We Pay for Performance

The majority of our CEO’s and other NEOs’ compensation opportunity is at-risk and based on measurable performance goals.

We Establish a Strong Link Between Performance Measures and Strategic Objectives

Performance measures are linked to operating priorities designed to create long-term stockholder value.

   

Moreover, our program adheres to high standards of compensation governance.

 
  What We Do       What We Do Not Do
   
+Benchmark to Peers of Similar Industry, Size and Business Complexity.
+Target Pay at 50th Percentile of Peers.
+Independent Compensation Consultant.
+Moderate Change-in-Control Benefits.
+Double Trigger in the Event of a Change in Control.
+Maximum Payout Caps for Annual Cash Incentive Compensation and Performance Stock Awards (“PSAs”).
+Robust Equity Ownership Requirements.
+Clawback of Certain Compensation if Restatement Resulting from Fraud or Intentional Misconduct or Non-Competition or Non-Solicitation Covenant Breach.
+One-Year Minimum Equity Vesting Provision in the Equity Plan.
No Employment Agreements for Executive Officers.
No Guaranteed Annual Salary Increases or Bonuses.
No Special Tax Gross Ups.
No Repricing or Exchange of Underwater Stock Options.
No Plans that Encourage Excessive Risk-Taking.
No Hedging or Pledging of Allstate Securities.
No Inclusion of Equity Awards in Pension Calculations.
No Dividends Paid on Unvested PSAs.
No Excessive Perks.

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Compensation Discussion and Analysis  |  Executive Compensation

Compensation Elements

The following table lists the elements of target direct compensation for our 2018 executive compensation program.

      Element and
Delivery
(1)
      Why We Pay
This Element
      Key Characteristics       How We Determine Amount
Base Salary; Cash

Attract and retain executives with competitive level of cash compensation.

Reviewed annually and adjusted when appropriate.

Amounts based on experience, job scope, market data, and individual performance.

   
 

Annual Cash Incentive Awards; Cash

Motivate and reward executives for performance on key strategic, operational, and financial measures during the year.

A corporate-wide funding pool based on performance on three measures:

Total Premiums(2)
Performance Net Income(2)
Net Investment Income(2)
Pool is then allocated based on individual performance.

Individual awards are based on job scope, market data, pool funding, and individual performance.

 
Performance Stock Awards; Equity

Motivate and reward executives for performance on key long-term measures.

Align the interests of executives with long-term stockholder value.

Retain executive talent.

PSAs vest on the day before the third anniversary of the grant date.

Actual amounts of PSAs vesting based on performance on three-year Performance Net Income Return on Equity(2) and Earned Book Value(2) with a requirement of positive Net Income for any payout above target.

Awards based on job scope, market data, and individual performance.

Stock Options; Equity

Align the interests of executives with long-term stockholder value.

Retain executive talent.

Non-qualified stock options to purchase shares at the market price when awarded. Vest ratably over three years.

Expire in ten years or, in the event of retirement, the earlier of five years or normal expiration.

Awards based on job scope, market data, and individual performance.

(1) Represents the average of the target direct compensation elements for all of the named executives in 2018.
(2) For a description of how these measures are determined, see pages 67-69.
(3) The committee may award cash and/or restricted stock units in connection with the hire of a new executive. Awards are typically to cover compensation amounts forfeited at the new executive’s prior employer.

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Executive Compensation  |  Compensation Discussion and Analysis

Compensation Decisions for 2018

THOMAS J. WILSON
Chair, President, and Chief Executive Officer

Key Responsibilities
Our Chair, President, and CEO is responsible for managing the Company’s strategic direction, operating results, organizational health, ethics and compliance, and corporate responsibility.

     

2018 COMPENSATION
(in millions)

2018 Performance
Mr. Wilson’s total compensation and the amount of each compensation element are driven by the design of our compensation program, his responsibilities, experience and performance, and peer company CEO compensation. The committee’s independent compensation consultant annually reviews Mr. Wilson’s compensation payments to advise the committee if any changes are warranted.

Mr. Wilson’s performance as Chair, President, and CEO is evaluated under five categories: operating results, developing and implementing long-term strategy, maintaining and motivating a high-performance team, corporate stewardship and Board effectiveness. Performance is assessed over one- and three-year time periods.

Operating Results. Achieved all five 2018 Operating Priorities. Insurance premiums and contract charges increased by $1.8 billion (5.3%), and policies in force grew by 38.4% to 113.9 million. Adjusted net income* rose to $2.85 billion in 2018 from $2.47 billion in the prior year. Allstate’s annual total shareholder return was down for 2018. Allstate’s three-year period total return was 40.7%, which exceeds both the three-year return of peers (25.3%), and the three-year return of the S&P 500 index (30.4%).
Long-term Strategy. Improved competitive position of existing businesses while continuing to build long-term growth platforms. Acquisition of SquareTrade in 2017 is exceeding performance metrics. Acquired InfoArmor in 2018.
High-Performance Team. Extremely competent, highly engaged team with excellent collaboration to achieve strategic vision.
Corporate Stewardship. Corporate reputation is at an all-time high. Allstate is a leader in supporting youth empowerment and ending domestic violence.
Board Effectiveness. Excellent governance processes, Board diversity, and shareholder engagement.

2018 Compensation Decisions

Mr. Wilson’s annual cash incentive target of 300% of salary remained unchanged but his long-term equity incentive target was increased to 775% of salary (previously 750%).

Salary. In 2018, the Board increased Mr. Wilson’s salary from $1,250,000 to $1,300,000, based on an evaluation of his performance, level of responsibility, experience, and target compensation as compared to the peer group.
Annual Cash Incentive Award. Mr. Wilson’s target annual incentive payment of 300% of base salary with a maximum funding opportunity for the award pool of 200% of target was unchanged in 2018. The committee approved an annual cash incentive award of $6,719,194, which was equal to the funding level as determined by the actual results for the three performance measures of 173.4% of target.
Equity Incentive Awards. In February 2018, based on its assessment of Mr. Wilson’s performance in delivering strong business results in 2017, the committee granted him equity awards with a grant date fair value of $9,687,526, which was Mr. Wilson’s target equity incentive award opportunity of 775% of salary.

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Compensation Discussion and Analysis  |  Executive Compensation

MARIO RIZZO
Executive Vice President and Chief Financial Officer

Key Responsibilities
Our CFO has primary responsibility for the management of the Company’s overall financial condition, system of internal controls, capital allocation, financial reporting, investor relations, acquisitions and divestitures, and capital market transactions.

     

2018 COMPENSATION
(in millions)


2018 Performance
Strong performance in first year as CFO, ensuring utilization of strong financial discipline and internal controls. Successfully executed numerous capital management actions.

2018 Compensation Decisions

Salary. $700,000
Incentive Targets. Mr. Rizzo’s annual incentive target was 125% of salary and his target equity incentive opportunity was 300% of salary.
Annual Cash Incentive Award. The committee approved an annual cash incentive award of $1,510,788 for Mr. Rizzo, which was equal to the funding level as determined by the actual results for the three performance measures of 173.4% of target.
Equity Incentive Awards. In February 2018, based on a review of Mr. Rizzo’s performance during 2017, the committee granted him equity awards with a grant date fair value of $2,100,042, which was Mr. Rizzo’s target equity incentive award opportunity.

JOHN E. DUGENSKE
Executive Vice President and Chief Investment and Corporate Strategy Officer

Key Responsibilities
Mr. Dugenske is Executive Vice President and Chief Investment and Corporate Strategy Officer of Allstate Insurance Company and President of Allstate Investments. He oversees the Company’s $81 billion investment portfolio. He is also responsible for facilitating the development of strategy for the Company and its market-facing businesses.

     

2018 COMPENSATION
(in millions)


2018 Performance
Net Investment Income of $3.2 billion was above Plan, and total return on the portfolio exceeded relevant benchmarks. Enhanced investment decision processes and added responsibility for corporate strategy development.

2018 Compensation Decisions

Salary. The committee approved an increase from $725,000 to $750,000 during 2018, based on his added responsibilities for corporate strategy, an evaluation of his performance, level of responsibility, and target compensation as compared to the peer group.
Bonus. In connection with the commencement of his employment on March 1, 2017, Mr. Dugenske received a sign-on bonus of $4,000,000 payable in cash in two installments to offset the value of awards forfeited upon leaving his prior employer. The first installment was paid within sixty days of his start date, and the balance of $2,000,000 was paid thirty days after the first anniversary of his start date. If Mr. Dugenske terminates his employment within twenty-four months of either sign-on payment date, he must repay a prorated amount calculated over a twenty-four month period from the payment date.
Incentive Targets. No changes were made to Mr. Dugenske’s incentive targets in 2018. Mr. Dugenske’s annual incentive target was 125% of salary and his target equity incentive opportunity was 300% of salary.
Annual Cash Incentive Award. The committee approved an annual cash incentive award of $1,616,607 for Mr. Dugenske, which was equal to the funding level as determined by the actual results for the three performance measures of 173.4% of target.
Equity Incentive Awards. In February 2018, based on a review of Mr. Dugenske’s performance during 2017, the committee granted him equity awards with a grant date fair value of $2,300,036, which was Mr. Dugenske’s target equity incentive award opportunity.

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GLENN T. SHAPIRO
President, Allstate Personal Lines

Key Responsibilities
Mr. Shapiro is President of Allstate Brand Personal Lines and leads the product, claims, operations, risk, finance and distribution for this business, which comprises approximately 90% of Allstate’s total earned premiums.

     

2018 COMPENSATION
(in millions)


2018 Performance
Successfully transitioned leadership from Allstate’s President, further expanded Integrated Digital Enterprise initiatives, including Drivewise® telematics utilization and QuickFoto Claim. Allstate brand property-liability business had growth in policies in force of 2.3%, and underlying profitability exceeded plan.

2018 Compensation Decisions

Salary. $750,000.
Incentive Targets. Mr. Shapiro’s annual incentive target was 150% of salary and his target equity incentive opportunity was 325% of salary.
Annual Cash Incentive Award. The committee approved an annual cash incentive award of $2,050,000 for Mr. Shapiro, which was 182.8% of target and above the funding level as determined by the actual results for the three performance measures. The award was calculated above pool funding to recognize strong business results for Allstate Brand Personal Lines.
Equity Incentive Awards. In February 2018, based on a review of Mr. Shapiro’s performance during 2017, the committee granted him equity awards with a grant date fair value of $2,437,523, which was Mr. Shapiro’s target equity incentive award opportunity.

STEVEN E. SHEBIK
Vice Chair

Key Responsibilities
Our Vice Chair has primary responsibility for oversight of Allstate Life and Retirement, Allstate Benefits, Encompass, Esurance, Allstate Business Insurance, Business Transformation, Discontinued Lines, and D3, a corporate analytics team. Mr. Shebik was previously the Chief Financial Officer.

     

2018 COMPENSATION
(in millions)


2018 Performance
Strong performance as Vice Chair with broad impact across the Company, including initiation of a relationship with a transportation network company, significant improvement in Esurance profitability, and acquisition of InfoArmor.

2018 Compensation Decisions

Salary. The committee approved an increase from $800,000 to $850,000 during 2018, based on his new role.
Incentive Targets. Mr. Shebik’s annual incentive and equity incentive target opportunities were increased based on his new role and benchmarking against Allstate’s peers. Mr. Shebik’s annual incentive target was 200% of salary (previously 175%) and his target equity incentive opportunity was 350% of salary (previously 300%).
Annual Cash Incentive Award. The committee approved an annual cash incentive award of $2,945,289 for Mr. Shebik, which was equal to the funding level as determined by the actual results for the three performance measures of 173.4% of target.
Equity Incentive Awards. In February 2018, based on a review of Mr. Shebik’s performance during 2017, the committee granted him equity awards with a grant date fair value of $2,975,013, which was Mr. Shebik’s target equity incentive award opportunity.

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Incentive Design and Goal Setting

For the annual and long-term incentive programs, the committee oversees a rigorous and comprehensive goal-setting process. The committee works to identify performance measures and ranges of performance in the annual and long-term programs that (1) align with the Company’s strategy, operating principles and priorities, and stockholder interests, (2) support the achievement of corporate goals, and (3) reflect the Company’s overall performance. The following timeline of key events reflects the committee’s process:

Incentive Design, Payout, and Goal-Setting Process

Salary

In setting executive salary levels, the committee uses the 50th percentile of total target direct compensation of our peer companies as a guideline, which supports Allstate’s ability to compete effectively for and to retain executive talent. Annual merit increases for named executives are based on evaluations of their performance, using the enterprise-wide merit increase budget as a guideline.

Annual Cash Incentive Awards

The committee sets annual cash incentive performance goals based on the annual operating plan. Target performance is equal to the operating plan. Threshold and maximum measures are based on a range of sensitivities relative to the operating plan. To further test the appropriateness of the ranges, the committee’s independent consultant provides advice based on peer performance, market expectations and industry trends. The chief risk officer reviews the performance measures and ranges to ensure they are consistent with Allstate’s risk and return principles.

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Actual performance on the performance measures determines the overall funding level of the corporate pool and the aggregate total award budget for eligible employees. In 2018, the pool was funded based on the collective results of three measures: Total Premiums, Performance Net Income, and Net Investment Income. Funding for each measure is equal to 0% below threshold, 50% at threshold, 100% at target and 200% at maximum, and results between threshold, target and maximum are subject to interpolation. For 2018, Total Return was eliminated as a performance measure since it accounted for only 4% of funding and can be a volatile measure, with wide variations year-over-year.

In the event of a net loss, the corporate pool funding is reduced by 50% of actual performance for senior executives. For example, if performance measures ordinarily would fund the corporate pool at 60% and there was a net loss, then the corporate pool would be funded at 30% for senior executives. This mechanism ensures alignment of pay and performance in the event of multiple large natural catastrophes and/or extreme financial market conditions.

Target annual incentive percentages for each named executive are based on pay levels of peer companies and our benchmark target for total direct compensation at the 50th percentile.

Individual awards are based on job scope, market data, pool funding, and individual performance.

We paid the 2018 cash incentive awards in March 2019. The following description shows how this corporate pool was funded and distributed to individual participants:


Step 1: Determine Calculation of Corporate Funding Pool
Formulaic with negative discretion applied by the committee in 2018

 

The total pool available for distribution was calculated based on three performance measures established by the committee at the beginning of the performance period:
Total Premiums (43%) – captures growth and competitive position of the businesses
Performance Net Income (43%) – aligns with stockholders’ expectations of operating profitability
Net Investment Income (14%) – reflects a significant component of profitability
The committee approved the total corporate funding pool after the end of the performance period based on the actual results on these performance measures. The committee exercised negative discretion to adjust the Performance Net Income measure to reflect tax savings that were not utilized as planned during the year. For the actual results and detail on how each measure was defined and calculated, see pages 67-68.
     

The annual incentive compensation plan was funded at 173.4% of target in 2018 for officers.

 

Step 2: Determine Annual Incentive Payments to the Named Executives and other Executive Officers
Minimal discretion was applied to the Named Executives by the committee in 2018

 

Committee’s compensation recommendations for the CEO are reviewed and approved by the independent directors of our Board in executive session.
Committee reviews and approves CEO recommendations for executive officers based on individual performance.
The individual performance factors considered by the committee for both CEO and executive officer performance are outlined on pages 40-42.

The payout for the Named Executives ranged from $1.5 million to $6.7 million and the average was 174.7% of target.

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Step 3: Determine Annual Incentive Payment for Other Eligible Participants
The committee was not involved with annual incentive decisions below executive officers
 
The CEO allocated the corporate pool between the market-facing businesses and areas of responsibility based on relative performance against annual operating goals
      For 2018, the CEO exercised discretion in allocating pool funding to certain areas of responsibility.
Individual awards for eligible employees were determined by senior leaders and were subject to approval by the CEO
Senior leaders were tasked to ensure high-performing participants earned awards that were at least two times the awards earned by lower-performing participants on a relative basis.
For 2018, actual differentiation for high performers was 2.2.

Performance Stock Awards and Stock Options

We grant equity awards annually to executives consistent with market practice and our philosophy that a significant amount of compensation should be in the form of equity. Additionally, from time to time, equity awards are granted to attract new executives and to retain existing executives.
Since 2016, the mix of equity incentives for senior executives has been 60% PSAs and 40% stock options. We believe both PSAs and stock options are forms of performance-based incentive compensation because PSAs are earned based on achieving established performance goals and stock options require stock price appreciation to deliver value to an executive. The PSAs vest based on results for Average Performance Net Income ROE (70%) and Earned Book Value (30%) over the three-year measurement period. The actual number of PSAs vesting is between 0% to 200% of the target number of PSAs granted.
The committee selected Performance Net Income ROE as one performance measure because it:
Measures performance in a way that is tracked and understood by investors.
Captures both income statement and balance sheet impacts, including capital management actions.
Correlates to changes in long-term stockholder value.
Earned Book Value was selected as the second measure since it includes unrealized changes in the value of the investment portfolio and excludes the impacts of change in utilization of debt.
Both measures are further described on page 69. For both measures, the committee considered historical and expected performance, market expectations and industry trends when approving the range of performance.
For all PSA awards, Performance Net Income and Earned Book Value include a minimum or maximum amount of after-tax catastrophe losses if actual catastrophe losses are less than or exceed those amounts, respectively, which serves to decrease volatility and stabilize the measure.
The committee requires positive Net Income in order for our executives to earn PSAs based on Average Performance Net Income ROE above target. If Allstate has a net loss in a measurement period, the number of PSAs vested would not exceed target, regardless of the Average Performance Net Income ROE. This positive Net Income hurdle is included to prevent misalignment between Allstate reported net income and the PSAs vested based on the Average Performance Net Income ROE result. This situation could occur if, for example, catastrophe losses or capital losses that are not included in Performance Net Income ROE caused Allstate to report a net loss for the period. For a description of the calculation, see page 69.
At the end of each measurement period, the committee certifies the level of our Average Performance Net Income ROE and Earned Book Value achievement. PSAs will vest following the end of the three-year performance cycle if the performance conditions are met, subject to continued employment (other than in the event of death, disability, retirement, or a qualifying termination following a change in control).

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For the 2019-2021 award, the Average Performance Net Income ROE and Earned Book Value measures are calculated, respectively, as follows:

Performance Net Income(1) Catastrophe Losses Adjusted Common Shareholders’ Equity(2) Average Performance Net Income ROE
Average for three years in the performance cycle Adjusted to reflect a minimum or maximum amount of catastrophe losses Average of common shareholders’ equity excluding unrealized gains and losses, after tax, at December 2018, and at the end of each year in the performance cycle 70% of PSA Performance Measure
Common Shareholders’ Equity Capital Transactions Catastrophe Losses Earned Book Value(3):
Reported common shareholders’ equity at December 2021 Adjusted to add back common share repurchases and common share dividends during the performance period Adjusted to reflect a minimum or maximum amount of catastrophe losses Compound annual growth rate between reported common shareholders’ equity at December 2018 and adjusted common shareholders’ equity at December 2021
  30% of PSA
Performance Measure
Three-Year Measurement Period
(1) Performance Net Income for the 2019-2021 PSA award is defined on pages 67-69.
(2) Adjusted Common Shareholders’ Equity for the 2019-2021 PSA award is defined on page 69.
(3) Earned Book Value is defined on page 69.

2019-2021 PERFORMANCE STOCK AWARD RANGE OF PERFORMANCE

Performance Measures
      Threshold       Target       Maximum
Average Performance Net Income ROE (70%)(1) 7.0% 14.0% 16.0%
Earned Book Value (Compound Annual Growth) (30%) 7.0% 12.0% 14.0%
Payout 0% 100% 200%
(1) Subject to positive Net Income hurdle. For a description of how this measure is determined, see page 69.

Equity Ownership Requirements

Instituted in 1996, stock ownership requirements oblige each of the named executives to own Allstate common stock worth a multiple of base salary to link management and stockholders’ interests. The following chart shows the salary multiple requirement and the equity holdings that count toward the requirement.

The current stock ownership requirements apply to 107 of our senior executives and other officers as of December 31, 2018, and require these executives to hold 75% of net shares received as a result of equity compensation awards until their salary multiple requirements is met.

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STOCK OWNERSHIP AS MULTIPLE OF BASE SALARY AS OF DECEMBER 31, 2018

Named Executive       Requirement       Actual       Vested in The
Money Option
Value (after-tax)
      39 TIMES ANNUAL SALARY
Mr. Wilson 6 39 33 The value of shares of Allstate’s common stock held by Mr. Wilson as of December 31, 2018
Mr. Rizzo(1) 3 1 1
Mr. Dugenske 3 5 0
Mr. Shapiro(1) 3 2 0
Mr. Shebik 3 11 7
(1) Messrs. Rizzo’s and Shapiro’s stock ownership requirement and salaries changed in 2018 as a result of their promotions.

What Counts Toward the Requirement       What Does Not Count Toward the Requirement
+Allstate shares owned personally and beneficially
+Shares held in the Allstate 401(k) Savings Plan
+Unvested restricted stock units
Unexercised stock options
Unvested performance stock awards

Policies on Hedging and Pledging Securities

We have a policy that prohibits all officers, directors, and employees from engaging in transactions in securities issued by Allstate or any of its subsidiaries that might be considered speculative or hedging, such as selling short or buying or selling options. We also have a policy that prohibits senior executives and directors from pledging Allstate securities as collateral for a loan or holding such securities in a margin account, unless an exception is granted by the Chair or lead director.

Timing of Equity Awards and Grant Practices

Typically, the committee approves grants of equity awards during a meeting in the first fiscal quarter. The timing allows the committee to align awards with our annual performance and business goals.

Throughout the year, the committee may grant equity incentive awards to newly hired or promoted executives or to retain or recognize executives. The grant date for these awards was fixed as the third business day of a month following the later of committee action or the date of hire or promotion, or for recognition grants, such other date specified by the committee.

For additional information on the committee’s practices, see portions of the Board’s Risk Oversight Responsibilities and Board Meetings and Committees sections of this proxy statement on pages 21 and 27, respectively.

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Peer Benchmarking

The committee monitors performance toward goals throughout the year and reviews the executive compensation program design and executive pay levels annually. As part of that evaluation, Compensation Advisory Partners, the committee’s independent compensation consultant, provided executive compensation data, information on current market practices, and alternatives to consider when determining compensation for our named executives. The committee benchmarks executive compensation program design, executive pay, and performance against a group of peer companies that are publicly traded. Product mix, market segment, annual revenues, premiums, assets, and market value were considered when identifying peer companies. The committee believes Allstate competes against these companies for executive talent, business and stockholder investment. The committee reviews the composition of the peer group annually with the assistance of its compensation consultant.

The compensation consultant’s recommendation has been to use a peer group that reflects Allstate’s business and operations. Currently, eight out of ten of Allstate’s peer companies also include Allstate in their respective peer company lists. The following table reflects the peer group used for 2018 compensation benchmarking. No changes were made to the peer group for 2019.

PEER COMPANIES(1)

Total Shareholder Return (%)
Company Name      Revenue
($ in billions)
     Market Cap
($ in billions)
     Assets
($ in billions)
     Premiums
($ in billions)
      One Year      Three
Years
     Five
Years
AFLAC Inc. 21.8 34.4 140.4 18.7 6.2 63.2 53.7
American International Group Inc. 47.4 34.2 492.0 33.4 (32.1 ) (31.8 ) (15.3 )
Chubb Limited 32.7 59.3 167.8 30.1 (9.6 ) 17.8 40.6
CNA Financial Corporation 9.1 12.0 57.2 7.3 (11.2 ) 58.4 46.7
The Hartford Financial Services
Group Inc. 19.0 16.0 62.3 16.2 (19.2 ) 8.6 34.9
Manulife Financial Corporation 28.8 28.0 549.8 18.5 (29.3 ) 5.8 (15.0 )
MetLife Inc. 67.9 39.4 687.5 49.3 (15.8 ) 5.9 0.0
The Progressive Corporation 32.0 35.2 46.6 30.9 9.4 103.0 158.7
Prudential Financial Inc. 63.0 33.5 815.1 41.8 (26.5 ) 10.7 3.2
The Travelers Companies Inc. 30.3 31.6 104.2 27.1 (9.6 ) 13.7 48.3
Allstate 39.8 27.4 112.2 36.5 (19.5 ) 40.7 66.2
Allstate Ranking Relative to Peers:
       Property and Casualty 3 of 8 6 of 8 4 of 8 2 of 8 7 of 8 3 of 8 2 of 8
       Insurance Products
       Life Insurance and Financial Products 4 of 7 6 of 7 6 of 7 3 of 7 4 of 7 2 of 7 1 of 7
All Peer Companies 4 of 11 9 of 11 7 of 11 3 of 11 8 of 11 4 of 11 2 of 11
(1) Information as of year-end 2018.

The committee uses compensation surveys for certain executives that provide information on companies of similar size and business mix as Allstate, as well as companies with a broader market context.

The committee uses the 50th percentile of our peer group as a guideline in setting the target total direct compensation of our named executives. Within the guideline, the committee balances the various elements of compensation based on individual experience, job scope and responsibilities, performance, tenure, and market practices.

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Other Elements of Compensation

To remain competitive with other employers and to attract, retain, and motivate highly talented executives and other employees, we offer the benefits listed in the following table.

Benefit or Perquisite Named Executives Other Officers
and Certain
Managers
All Full-time
and Regular
Part-time
Employees
401(k)(1) and defined benefit pension                  
Supplemental retirement benefit
Health and welfare benefits(2)
Supplemental long-term disability
Deferred compensation
Tax preparation and financial planning services(3)
Personal use of aircraft, ground transportation, and mobile devices(4)
Tickets to Allstate events(5)
(1) Allstate contributed $0.80 for every dollar of matchable pre-tax or Roth 401(k) deposits made in 2018 (up to 5% of eligible pay).
(2) Including medical, dental, vision, life, accidental death and dismemberment, long-term disability, and group legal insurance. For named executives and other senior officers, Allstate offers an executive physical program.
(3) All officers are eligible for tax preparation services. Financial planning services were provided only to senior executives.
(4) The Board encourages the CEO to use our corporate aircraft when it improves his efficiency in managing the company, even if it is for personal purposes. Personal usage is counted as taxable compensation. In limited circumstances approved by the CEO, other senior executives are permitted to use our corporate aircraft for personal purposes. Ground transportation is available to senior executives. Mobile devices are available to senior executives, other officers, and certain managers and employees depending on their job responsibilities.
(5) Tickets to Allstate-sponsored events or the Allstate Arena are offered as recognition for service.

Retirement Benefits

Each named executive participates in two different defined benefit pension plans. The Allstate Retirement Plan (ARP) is a tax qualified defined benefit pension plan available to all of our regular full-time and regular part-time employees who meet certain age and service requirements. The ARP provides an assured retirement income based on an employee’s level of compensation and length of service at no cost to the employee. As the ARP is a tax qualified plan, federal tax law limits (1) the amount of an individual’s compensation that can be used to calculate plan benefits and (2) the total amount of benefits payable to a plan participant on an annual basis. For certain employees, these limits may result in a lower benefit under the ARP than would have been payable otherwise. Therefore, the Supplemental Retirement Income Plan (SRIP) is used to provide ARP-eligible employees whose compensation or benefit amount exceeds the federal limits with an additional defined benefit in an amount equal to what would have been payable under the ARP if the federal limits did not exist. Effective January 1, 2014, Allstate modified its defined benefit pension plans so that thereafter, all eligible employees earn pension benefits under a new cash balance formula. The total value of Mr. Wilson’s pension benefit as of December 31, 2018, is $18,422,050 less than it would have been without the 2014 pension change.

Change in Control and Post-Termination Benefits

Consistent with our compensation objectives, we offer these benefits to attract, motivate, and retain executives. Change in control benefits and post-termination benefits are designed to maintain alignment between the interests of our executives and our stockholders in the event of a sale or merger of the Company.

The following summarizes Allstate’s change-in-control benefits for the executive officers:

For the CEO, the amount of cash severance payable is three times the sum of base salary and target annual incentive. For the other executive officers, the amount of cash severance payable is two times the sum of base salary and target annual incentive.
The change in control severance plan (“CIC Plan”) does not include excise tax gross ups or a lump sum cash pension enhancement.

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In order to receive the cash severance benefits under the CIC Plan, a participant must have been terminated (other than for cause, death, or disability) or the participant must have terminated employment for good reason (such as adverse changes in the terms or conditions of employment, including a material reduction in base compensation, a material change in authority, duties, or responsibilities, or a material change in job location) within two years following a change in control.
Long-term equity incentive awards vest on an accelerated basis due to a change in control only if the participant has been terminated (other than for cause, death, or disability) or the participant terminated employment for good reason (as defined above) within two years following a change in control.

The change in control and post-termination arrangements that are described in the Potential Payments as a Result of Termination or Change in Control section on pages 63-65 are not provided exclusively to the named executives. A larger group of management employees is eligible to receive many of the post-termination benefits described in that section.

Clawback of Compensation

Awards made to executive officers after May 19, 2009, under short- and long-term incentive compensation plans, are subject to clawback in the event of certain financial restatements. Annual cash incentive and equity awards granted after May 19, 2009, are also subject to cancellation or recovery in certain circumstances if the recipient violates non-solicitation covenants. Equity awards granted after February 21, 2012, are subject to cancellation in certain circumstances if the recipient violates non-competition covenants.

Impact of Tax Considerations on Compensation

Internal Revenue Code Section 162(m) generally precludes Allstate from taking a tax deduction for compensation paid in excess of $1 million annually to certain current and former executive officers, including our CEO, CFO and the three other most highly compensated executives, unless the compensation is paid pursuant to certain “grandfathered” arrangements entered into prior to November 2, 2017. Prior to the passage of the Tax Cuts and Jobs Act of 2017 the (“Tax Legislation”), we were able to deduct more than $1 million in compensation if the compensation was performance-based, was paid under a plan that met certain performance-based requirements and otherwise met certain requirements under Internal Revenue Code Section 162(m).

In determining compensation for our executive officers, the committee considers the extent to which the compensation is deductible, including the effect of Internal Revenue Code Section 162(m). In prior years, the committee generally sought to structure our executive incentive compensation so that it qualified as performance-based compensation under Section 162(m) where doing so was consistent with Allstate’s compensation objectives, but it reserved the right to award nondeductible compensation and on occasion did so. The committee continues to evaluate the changes to Internal Revenue Code Section 162(m) and their significance to Allstate’s compensation programs, but in any event its primary focus in its compensation decisions will remain on most productively furthering Allstate’s business objectives and not on whether the compensation is deductible. The committee did not make significant changes to Allstate’s executive compensation program for 2018 in response to the Tax Legislation.

Earned Annual Cash Incentive Awards

In 2018, the total corporate pool was based on three measures: Total Premiums, Performance Net Income, and Net Investment Income. The 2018 annual incentive plan targets for the Total Premiums and Performance Net Income measures were 2.8% and 3.6% above 2017 actual results, respectively. The Net Investment Income measure was lower than prior year performance to reflect greater than expected results in 2017 from performance-based investments in Allstate’s portfolio. Modest adjustments were made to the range between threshold and maximum for the performance measures in alignment with sensitivities in the operating plan.

The 2019 annual incentive plan targets are not included since those targets do not relate to 2018 pay, and because target performance is set at the 2019 operating plan, which is proprietary information.

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The compensation and succession committee considers the Company’s operating plan as well as prior year targets and actual results in setting annual incentive plan goals.

2017 2018
Measure Target Actual Payout % Target Actual Payout %
Total Premiums (in millions)       $ 34,900       $ 35,120       158.7%       $ 36,100       $ 37,451       200.0%
Performance Net Income (in millions) $ 2,000 $ 2,703 200.0% $ 2,800 $ 3,095 149.2%
Net Investment Income (in millions) $ 3,000 $ 3,188 200.0% $ 3,100 $ 3,240 162.2%
Total Return(1) 3.5% 5.9% 180.0%
Aggregate Payout Percentage 181.4% 173.4%
(1) For 2018, Total Return was eliminated as a performance measure since it accounted for only 4% of funding and can be a volatile measure, with wide variations year-over-year.

For a description of how the 2018 measures are determined, see pages 67-68. The ranges of performance and 2018 actual results are shown in the following table.

2018 ANNUAL CASH INCENTIVE AWARD RANGES OF PERFORMANCE

Measure Threshold Target Maximum Actual Results %Target
Total Premiums (in millions)           $ 35,600         $ 36,100           $ 36,600                   $ 37,451       200.0%
Performance Net Income (in millions) $ 2,200 $ 2,800 $ 3,400 $ 3,095 149.2%
Net Investment Income (in millions) $ 2,875 $ 3,100 $ 3,325 $ 3,240 162.2%
Payout Percentages
Named Executives(1) 50% (2) 100% 200% 173.4%
(1) Payout percentages reflect contribution to incentive compensation pool. Actual awards vary depending on individual performance.
(2) Actual performance below threshold results in a 0% payout.

Performance Stock Awards (“PSAs”)

For the last five PSA grants, the performance measures and levels of performance needed to earn the threshold, target and maximum number of PSAs, as well as actual results and payout percentages, are set forth in the table below. The total shareholder returns for Allstate and its peers are also shown for completed cycles.

PERFORMANCE STOCK AWARDS RANGES OF PERFORMANCE

Actual
Results
Payout
Percentage
Total
Shareholder
Return
Performance Cycle(1) Threshold Target Maximum Allstate Peers
Vested Awards
2014-2016       6.0%       13.0%       14.5%       12.1%       87.1%       43.2%       26.8%
2015-2017 6.0% 13.5% 14.5% 12.2% 82.7% 56.8% 40.0%
2016-2018 161.5% 40.7% 25.3%
- Performance Net
Income ROE (70%)
6.0% 13.0% 14.0% 13.9% 190%
- Earned Book Value (30%) 6.0% 12.0% 15.0% 11.7% 95%

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Performance Cycle(1)       Threshold       Target       Maximum       Actual
Results
      Payout
Percentage
Outstanding Awards
2017-2019
- Performance Net
Income ROE (70%)
6.0% 11.0% 13.0% Two year results are above
Target for both measures

(2)
- Earned Book Value (30%) 6.0% 9.0% 11.0%
2018-2020
- Performance Net
Income ROE (70%)
7.0% 13.5% 15.0% One year results are above
Target for both measures

(2)
- Earned Book Value (30%) 7.0% 12.5% 14.0%
Payout Percentages 0% 100% 200%
 
 
Subject to positive Net Income hurdle
For Performance Net Income ROE
(1) For the performance cycles prior to 2016, Average Performance Net Income ROE was the performance measure. In 2016, Earned Book Value was added as a second performance measure.
(2) Payouts under the PSAs are based on performance over the three-year period, and actual results will not be known until the end of the performance period.

The following table shows the target number of PSAs granted to each of our named executives for the 2016-2018, 2017-2019, and 2018-2020 performance cycles.

PERFORMANCE CYCLE(1)

Target Number of PSAs for
Named Executive 2016-2018 Performance Cycle 2017-2019 Performance Cycle 2018-2020 Performance Cycle
Mr. Wilson       86,650       68,922       62,635
Mr. Rizzo 2,901 2,929 13,578
Mr. Dugenske N/A 15,942 14,871
Mr. Shapiro N/A 11,966 15,760
Mr. Shebik 26,476 25,463 19,235
(1) The actual number of PSAs that will vest will vary from 0% to 200% of the target PSAs based on Average Performance Net Income ROE and Earned Book Value for the measurement period. The number of PSAs that vest will be determined in 2019, 2020, and 2021, respectively.

Compensation Committee Report

The committee has reviewed and discussed with management the Compensation Discussion and Analysis contained on pages 34-52 of this proxy statement. Based on such review and discussions, the committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

The Compensation and Succession Committee

MICHAEL L. ESKEW (CHAIR) MARGARET M. KEANE ANDREA REDMOND PERRY M. TRAQUINA

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Summary Compensation Table  |  Executive Compensation

Summary Compensation Table

The following table summarizes the compensation of the named executives for the last three fiscal years. However, for Messrs. Rizzo and Shapiro, only the last fiscal year is shown since this is their first year as a named executive. For Mr. Dugenske, only the last two fiscal years are shown since this is his second year as a named executive.

Name and
Principal Position
   Year    Salary
($)
   Bonus
($)(1)
   Stock
Awards
($)(2)(3)
   Option
Awards
($)(4)
   Non-Equity
Incentive Plan
Compensation
($)
   Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
($)(5)
   All Other
Compensation
($)(6)
   Total
($)
   Total
Without
Change in
Pension
Value
($)(7)
Thomas J. Wilson 2018 1,290,385 5,812,528 3,874,998 6,719,194 873,170 116,971   18,687,246   17,814,076
Chair, President, 2017 1,241,346 5,400,039 3,599,997 6,759,264 1,688,142 68,541   18,757,329   17,069,187
and Chief Executive 2016 1,200,000 5,400,028 3,600,000 1,982,880 1,574,760 55,847   13,813,515   12,238,755
Officer
Mario Rizzo 2018 690,577 1,260,038 840,004 1,510,788 25,391 4,326,798 4,326,798
Executive Vice
President and Chief
Financial Officer
John E. Dugenske 2018 745,192 2,000,000 1,380,029 920,007 1,616,607 78,006 24,560 6,764,401 6,686,395
Executive Vice 2017 593,942 2,000,000 5,305,014 870,005 1,377,908 17,026   10,163,895   10,163,895
President and Chief
Investment and
Corporate Strategy
Officer
Glenn T. Shapiro 2018 743,942 1,462,528 974,995 2,050,000 46,564 38,270 5,316,299 5,269,735
President, Allstate
Personal Lines
Steven E. Shebik 2018 848,654 1,785,008 1,190,005 2,945,289 351,319 37,560 7,157,835 6,806,516
Vice Chair 2017 795,673 1,995,026 1,329,994 2,600,000 512,201 38,398 7,271,292 6,759,091
2016 770,673 1,649,984 1,100,001 600,000 479,800 28,690 4,629,148 4,149,348
(1) Mr. Dugenske received a sign-on bonus in connection with the commencement of his employment on March 1, 2017. The cash bonus was payable in two installments. The first installment was paid within sixty days of his start date, and the second installment was paid within thirty days after the first anniversary of his start date. In certain circumstances, these amounts are subject to repayment.
(2) Mr. Dugenske received a sign-on grant of restricted stock units (“RSUs”) on April 5, 2017. These RSUs will become 100% vested on April 4, 2020.
(3) The aggregate grant date fair value of PSAs granted in 2018, 2017, and 2016, and the RSUs granted in 2017 to Mr. Dugenske, is computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 718 (ASC 718). The fair value of PSAs and RSUs is based on the final closing price of Allstate’s common stock on the grant date, which in part reflects the payment of expected future dividends. (See note 18 to our audited financial statements for 2018.) This amount reflects an accounting expense and does not correspond to actual value that will be realized by the named executives. The value of PSAs is based on the probable satisfaction of the performance conditions. The number of PSAs granted in 2018 to each named executive is provided in the Grants of Plan-Based Awards table on page 56. The value of the PSAs granted in 2018 at grant date fair value share price if maximum corporate performance were to be achieved is as follows: Mr. Wilson $11,625,056, Mr. Rizzo $2,520,077, Mr. Dugenske $2,760,058, Mr. Shapiro $2,925,056, and Mr. Shebik $3,570,016.

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Table of Contents

Executive Compensation  |  Summary Compensation Table

(4) The aggregate grant date fair value of option awards is computed in accordance with FASB ASC 718. The fair value of each option award is estimated on the grant date using a binomial lattice model and the assumptions (see note 18 to our audited financial statements for 2018) as set forth in the following table:
      2018       2017       2016
        Weighted average expected term 5.7 years 6.1 years 5.0 years
Expected volatility 15.6-30.7% 15.7-32.7% 16.0-34.3%
Weighted average volatility 19.8% 21.0% 24.3%
Expected dividends 1.5-2.2% 1.4-1.9% 1.9-2.1%
Weighted average expected dividends 2.0% 1.9% 2.1%
Risk-free rate 1.3-3.2% 0.5-2.5% 0.2-2.4%
This amount reflects an accounting expense and does not correspond to actual value that will be realized by the named executives. The number of options granted in 2018 to each named executive is provided in the Grants of Plan-Based Awards table on page 56.
(5)

Amounts reflect the aggregate increase in actuarial value of the pension benefits as set forth in the Pension Benefits table, accrued during 2018, 2017, and 2016. These are benefits under the Allstate Retirement Plan (ARP) and the Supplemental Retirement Income Plan (SRIP). Non-qualified deferred compensation earnings are not reflected since our Deferred Compensation Plan does not provide above-market earnings. The pension plan measurement date is December 31. (See note 17 to our audited financial statements for 2018.)

The following table reflects the respective change in the actuarial value of the benefits provided to the named executives in 2018:

Name       ARP
($)
      SRIP
($)
        Mr. Wilson 26,769 846,401
Mr. Rizzo (34,216 ) 17,743
Mr. Dugenske 7,917 70,089
Mr. Shapiro 7,182 39,382
Mr. Shebik 42,161 309,158
       

Interest rates and other assumptions can have a significant impact on the change in pension value from one year to another. Effective January 1, 2014, Allstate modified its pension plans so that all eligible employees earn future pension benefits under a new cash balance formula. Had these pension benefit changes not been made, the change in actuarial value of benefits provided for each named executive in 2018 would have been as indicated in the following table under the prior formula:

Name       ARP
($)
      SRIP
($)
        Mr. Wilson 101,414 3,150,777
Mr. Rizzo (33,062 ) 342,695
Mr. Dugenske 7,152 47,867
Mr. Shapiro 6,593 38,402
Mr. Shebik 62,839 2,907,282
(6) The following table describes the incremental cost of other benefits provided in 2018 that are included in the “All Other Compensation” column.
Name       Personal
Use of
Aircraft(1)
($)
      401(k)
Match(2)
($)
      Other(3)
($)
      Total
All Other
Compensation
($)
        Mr. Wilson 72,331 11,000 33,640 116,971
Mr. Rizzo 0 11,000 14,391 25,391
Mr. Dugenske 0 11,000 13,560 24,560
Mr. Shapiro 0 11,000 27,270 38,270
Mr. Shebik 0 11,000 26,560 37,560
        (1) The amount reported for personal use of aircraft is based on the incremental cost method, which is calculated based on Allstate’s average variable costs per flight hour. Variable costs include fuel, maintenance, on-board catering, landing/ramp fees, and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of flight hours flown by the aircraft to derive an average variable cost per flight hour. This average variable cost per flight hour is then multiplied by the flight hours flown for personal use to derive the incremental cost. This method of calculating the incremental cost excludes fixed costs that do not change based on usage, such as pilots’ and other employees’ salaries, costs incurred in purchasing the aircraft, and non-trip-related hangar expenses.

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Summary Compensation Table  |  Executive Compensation

(2) Each of the named executives participated in our 401(k) plan during 2018. The amount shown is the amount allocated to their accounts as employer matching contributions. Each of Messrs. Dugenske and Shapiro will not be vested in the employer matching contribution until they have completed three years of vesting service, respectively.
(3) “Other” consists of personal benefits and perquisites related to mobile devices, tax preparation services, financial planning, ground transportation, executive physical related items and supplemental long-term disability coverage. There was no incremental cost for the use of mobile devices. We provide supplemental long-term disability coverage to all regular full- and part-time employees who participate in the long-term disability plan and whose annual earnings exceed the level that produces the maximum monthly benefit provided by the long-term disability plan. This coverage is self-insured (funded and paid for by Allstate when obligations are incurred). No obligations for the named executives were incurred in 2018, and therefore, no incremental cost is reflected in the table.
(7) We have included an additional column to show total compensation minus the change in pension value. The amounts reported in this column may differ substantially from, and are not a substitute for, the amounts reported in the “Total” column required under SEC rules. The change in pension value is subject to several external variables, including interest rates, that are not related to Company or individual performance and may differ significantly based on the formula under which the benefits were earned.

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Executive Compensation  |  Grants of Plan-Based Awards at Fiscal Year-end 2018

Grants of Plan-Based Awards at Fiscal Year-end 2018

The following table provides information about awards granted to our named executives during fiscal year 2018.

Name    Grant
Date
   Plan
Awards(1)
  

Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(2)
  

Estimated Future Payouts
Under Equity Incentive
Plan Awards(3)
  
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
   Exercise
or Base
Price of
Option
Awards
($/Sh)(4)
   Grant Date
Fair Value ($)(5)
Threshold
($)
   Target
($)
   Maximum
($)
Threshold
(#)
   Target
(#)
   Maximum
(#)
Stock
Awards
   Option
Awards
Mr. Wilson Annual cash 1,937,261 3,874,521 15,498,084
incentive
02/22/2018 PSAs 0 62,635 125,270 5,812,528
02/22/2018 Stock 227,406 92.80 3,874,998
options
Mr. Rizzo Annual cash 435,587 871,173 3,484,692
incentive
02/22/2018 PSAs 0 13,578 27,156 1,260,038
02/22/2018 Stock 49,296 92.80 840,004
options
Mr. Dugenske Annual cash 466,096 932,192 3,728,768
incentive
02/22/2018 PSAs 0 14,871 29,742 1,380,029
02/22/2018 Stock 53,991 92.80 920,007
options
Mr. Shapiro Annual cash 560,718 1,121,436 4,485,744
incentive
02/22/2018 PSAs 0 15,760 31,520 1,462,528
02/22/2018 Stock 57,218 92.80 974,995
options
Mr. Shebik Annual cash 849,178 1,698,356 6,793,424
incentive
02/22/2018 PSAs 0 19,235 38,470 1,785,008
02/22/2018 Stock 69,836 92.80 1,190,005
options
(1) Awards under the Annual Executive Incentive Plan and the 2013 Equity Incentive Plan. An explanation of the amount of salary and bonus in proportion to total compensation can be found under the Compensation Elements and Compensation Decisions for 2018 captions on pages 39-42.
(2) The amounts in these columns consist of the threshold, target, and maximum annual cash incentive awards for the named executives. The threshold amount for each named executive is 50% of target, as the minimum amount payable (subject to individual performance) if threshold performance is achieved. If the threshold is not achieved, the payment to the named executives would be zero. The target amount is based upon achievement of the performance measures listed under the Earned Annual Cash Incentive Awards caption on page 50. The maximum amount is equal to 200% of target plus an additional individual performance factor of 200% of plan funding to recognize extraordinary performance. In 2018, one named executive received positive discretion for a cash incentive award greater than the pool payout percentage as calculated at 173.4%. For a description of the ranges of performance established by the committee for the 2018 annual incentive, see page 51.
(3) The amounts shown in these columns reflect the threshold, target, and maximum PSAs for the named executives. The threshold amount for each named executive is 0% payout. The target and maximum amounts are based upon achievement of the performance measures listed under the Performance Stock Awards caption on page 51.
(4) The exercise price of each option is equal to the closing sale price on the NYSE on the grant date or, if there was no such sale on the grant date, then on the last previous day on which there was a sale.
(5) The aggregate grant date fair value of the PSAs was $92.80 and for stock option awards was $17.04, computed in accordance with FASB ASC 718 based on the probable satisfaction of the performance conditions. The assumptions used in the valuation are discussed in footnotes 3 and 4 to the Summary Compensation Table on pages 53-54.

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Grants of Plan-Based Awards at Fiscal Year-end 2018  |  Executive Compensation

Performance Stock Awards (“PSAs”)

PSAs represent our promise to transfer shares of common stock in the future if certain performance measures are met. For the awards granted in 2018, the actual number of PSAs that vest will vary from 0% to 200% of target PSAs based on Average Performance Net Income ROE (70%) and Earned Book Value (30%) results for a three-year measurement period. For a definition of how those measures are calculated, see pages 67-69. Vested PSAs will be converted into shares of Allstate common stock and dividend equivalents accrued on these shares will be paid in cash. No dividend equivalents will be paid prior to vesting. PSAs will vest following the end of the three-year performance cycle if the performance conditions are met, subject to continued employment (other than in the event of death, disability, retirement, or a qualifying termination following a change in control).

Stock Options

Stock options represent an opportunity to buy shares of Allstate common stock at a fixed exercise price at a future date. Stock options align the interests of executives with long-term stockholder value since the stock price must appreciate from the grant date for the executives to earn compensation.

Under our stockholder-approved equity incentive plan, the exercise price cannot be less than the closing price of a share on the grant date. Stock option repricing is not permitted.

All stock option awards have been made in the form of non-qualified stock options. The options granted to the named executives become exercisable over three years. One-third of the stock options become exercisable on the anniversary of the grant date for each of the three years. All of the options expire ten years from the grant date, unless an earlier date has been approved by the committee in connection with certain change-in-control situations or other special circumstances such as termination, death, or disability.

Restricted Stock Units

Each restricted stock unit transfers one fully vested share of stock in the future if and when the restrictions expire (when the unit “vests”). Under the terms of the restricted stock unit award, the executive has only the rights of a general unsecured creditor of Allstate and no rights as a stockholder until delivery of the underlying shares. The restricted stock units granted to Messrs. Dugenske and Shapiro in 2017 and 2016, respectively, will become 100% vested on the day prior to the third anniversary of the grant date, except in certain change-in-control situations or under other special circumstances approved by the committee. The restricted stock units granted to Messrs. Dugenske and Shapiro include the right to receive previously accrued dividend equivalents payable in cash when the underlying restricted stock units vest.

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Executive Compensation  |  Outstanding Equity Awards at Fiscal Year-end 2018

Outstanding Equity Awards at Fiscal Year-end 2018

The following table summarizes the outstanding equity awards of the named executives as of December 31, 2018.

Option Awards(1) Stock Awards(2)
Name     Option
Grant
Date 
   Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(3)
   Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable(3)
   Option
Exercise
Price
($)
   Option
Expiration
Date
    Stock Award
Grant Date
   Number
of Shares
or Units
of Stock
That Have
Not Vested
(#)(4)
   Market
Value of
Shares or
Units of
Stock
That Have
Not Vested
($)(5)
   Equity
Incentive
Plan
 Awards:
Number of
Unearned
Shares,
Units, or
Other
Rights
that Have
Not Vested
(#)(6)
   Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units,
or Other
Rights that
Have Not
Vested
($)(5)
Mr. Wilson 02/22/2011 447,808 0 31.74 02/22/2021
02/21/2012 444,060 0 31.56 02/21/2022
02/12/2013 363,409 0 45.61 02/12/2023
02/18/2014 309,237 0 52.18 02/18/2024
02/18/2015 294,494 0 70.71 02/18/2025
02/11/2016 196,882 98,442 62.32 02/11/2026
02/11/2016 139,940 11,563,242
02/09/2017 82,815 165,632 78.35 02/09/2027
02/09/2017 137,844 11,390,050
02/22/2018 0 227,406 92.80 02/22/2028
  02/22/2018 125,270 10,351,060
Mr. Rizzo 02/22/2011 10,804 0 31.74 02/22/2021
02/21/2012 12,763 0 31.56 02/21/2022
02/18/2015 5,202 0 70.71 02/18/2025
02/11/2016 6,591 3,296 62.32 02/11/2026
02/11/2016 4,685 387,122
02/09/2017 3,519 7,040 78.35 02/09/2027
02/09/2017 5,858 484,047
02/22/2018 0 49,296 92.80 02/22/2028
  02/22/2018 27,156 2,243,900
Mr. Dugenske 03/03/2017 19,180 38,360 81.86 03/03/2027
03/03/2017 31,884 2,634,575
04/05/2017 49,128 4,059,447
02/22/2018 0 53,991 92.80 02/22/2028
  02/22/2018 29,742 2,457,581
Mr. Shapiro 04/05/2016 0 12,269 66.70 04/05/2026
04/05/2016 9,176 758,213
02/09/2017 0 28,756 78.35 02/09/2027
02/09/2017 23,932 1,977,501
02/22/2018 0 57,218 92.80 02/22/2028
  02/22/2018 31,520 2,604,498
Mr. Shebik 02/21/2012 26,446 0 31.56 02/21/2022
03/06/2012 35,014 0 31.00 03/06/2022
02/12/2013 75,188 0 45.61 02/12/2023
02/18/2014 72,289 0 52.18 02/18/2024
02/18/2015 72,023 0 70.71 02/18/2025
02/11/2016 60,158 30,080 62.32 02/11/2026
02/11/2016 42,759 3,533,176
02/09/2017 30,595 61,192 78.35 02/09/2027
02/09/2017 50,926 4,208,015
  02/22/2018 0 69,836 92.80 02/22/2028
02/22/2018 38,470 3,178,776

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Option Exercises and Stock Vested During 2018  |  Executive Compensation

(1) The options vest over three years: one-third will become exercisable on the anniversary of the grant date for each of the three years. The exercise price of each option is equal to the closing price of Allstate’s common stock on the grant date.
(2) The stock awards listed in this table are PSAs, except for Mr. Dugenske’s sign-on award of 49,128 restricted stock units in 2017, and Mr. Shapiro’s award of 9,176 restricted stock units in 2016. Each restricted stock unit represents the right to receive, without the payment of any consideration, one share of Allstate common stock on the conversion date, which for Mr. Dugenske’s award is April 5, 2020, and for Mr. Shapiro’s award is April 5, 2019.
(3) The aggregate value and aggregate number of exercisable and unexercisable in-the-money options as of December 31, 2018, for each of the named executives are as follows:
      Exercisable Unexercisable
Name

     

Aggregate
Number
(#)

     

Aggregate
Value
($)

     

Aggregate
Number
(#)

     

Aggregate
Value
($)
Mr. Wilson 2,138,705 76,200,250 264,074 2,708,262
Mr. Rizzo 38,879 1,412,554 10,336 97,073
Mr. Dugenske 19,180 14,769 38,360 29,537
Mr. Shapiro 0 0 41,025 318,521
Mr. Shebik 371,713 10,354,300 91,272 872,827
(4) The PSAs vest in one installment on the day before the third anniversary of the grant date.
(5) Amount is based on the closing price of our common stock of $82.63 on December 31, 2018.
(6) The PSAs vest in one installment on the day before the third anniversary of the grant date. The number of shares that ultimately vest may range from 0 to 200% of the target depending on actual performance during the three-year performance period. For a description of the PSA program and the performance measures used, see pages 45-46 and 51-52. The number of PSAs reflected in this column for the 2017 and 2018 awards is the number of shares that would vest if the maximum level of performance is achieved. Final payouts under the PSAs will not be known until the respective performance period is completed.

Option Exercises and Stock Vested During 2018

The following table summarizes the options exercised by the named executives during 2018 and the PSAs or restricted stock units that vested during 2018.

Option Awards Stock Awards
Name       Number of
Shares
Acquired on
Exercise
(#)
      Value
Realized
on Exercise
($)(1)
      Number of
Shares
Acquired on
Vesting
(#)
      Value
Realized
on Vesting
($)
Mr. Wilson 0 0 53,780 5,111,251
Mr. Rizzo 0 0 3,447 327,603
Mr. Dugenske 0 0 0 0
Mr. Shapiro 26,645 687,646 2,211 213,428
Mr. Shebik 0 0 13,153 1,250,061
(1) The dollar amount realized upon exercise of the option is determined based on the difference between the market price of the underlying securities at exercise and the exercise price of the options.

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Executive Compensation  |  Retirement Benefits

Retirement Benefits

The following table provides information about the pension plans in which the named executives participate. Each of the named executives participates in the Allstate Retirement Plan (ARP) and the Supplemental Retirement Income Plan (SRIP).

PENSION BENEFITS

Name       Plan Name       Number
of Years
Credited
Service
(#)
      Present
Value of
Accumulated
Benefit(1)(2)
($)
     
Payments
During Last
Fiscal Year
($)
Mr. Wilson ARP 25.8 1,181,255 0
SRIP 25.8 16,875,827 0
Mr. Rizzo ARP 29.9 979,014 0
SRIP 29.9 613,631 0
Mr. Dugenske(3) ARP 1.8 7,917 0
SRIP 1.8 70,089 0
Mr. Shapiro(3) ARP 2.8 15,711 0
SRIP 2.8 69,338 0
Mr. Shebik ARP 30.2 1,437,419 0
SRIP 30.2 4,368,898 0
(1) These amounts are estimates and do not necessarily reflect the actual amounts that will be paid to the named executives, which will be known only at the time they become eligible for payment. The present value of the accumulated benefit was determined using the same measurement date (December 31, 2018) and material assumptions that we use for year-end financial reporting purposes, except that we made no assumptions for early termination, disability, or pre-retirement mortality. Other assumptions include the following:
Retirement at the normal retirement age as defined in the plans (age 65).
Discount rate of 4.35%.

Other assumptions for the final average pay formula include the following:

80% paid as a lump sum and 20% paid as an annuity; for the cash balance formula, 100% paid as a lump sum.
ARP lump-sum/annuity conversion segmented interest rates of 2.00% for the first five years, 4.50% for the next 15 years, and 5.25% for all years after 20.
SRIP lump-sum conversion segmented interest rates of 1.75% for the first five years, 4.25% for the next 15 years, and 5.25% for all years after 20.
Lump-sum calculations were done using the Internal Revenue Code Section 417(e)(3) mortality table projected with the MP-2018 projection table.
Annuity calculations were done using the RP-2014 white-collar mortality table for annuitants projected with the MP-2018 projection table.

Other assumptions for the cash balance formula include the following:

Accounts were projected to retirement using an assumed interest crediting rate of 3.75%.

See note 17 to our audited financial statements for 2018 for additional information.

(2) The following table shows the lump-sum present value of the non-qualified pension benefits for each named executive earned through December 31, 2018, if the named executive’s employment terminated on that date.
      Name       Plan Name       Lump Sum
Amount
($)
Mr. Wilson SRIP 17,303,244
Mr. Rizzo SRIP 1,948,157
Mr. Dugenske SRIP 74,571
Mr. Shapiro SRIP 74,342
Mr. Shebik SRIP 4,473,610
The amount shown is based on the lump-sum methodology used by the Allstate pension plans in 2019. Specifically, the interest rate for 2019 is based on 100% of the average corporate bond segmented yield curve from August of the prior year. As required under the Internal Revenue Code, the mortality table used for 2019 is the 2019 combined static Pension Protection Act funding mortality table with a blend of 50% males and 50% females.
(3) Messrs. Dugenske and Shapiro are not currently vested in the ARP or the SRIP.

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Retirement Benefits  |  Executive Compensation

Allstate Retirement Plan (ARP)

Contributions to the ARP are made entirely by Allstate and are paid into a trust fund from which benefits are paid. Before January 1, 2014, ARP participants earned benefits under one of two formulas (final average pay or cash balance) based on their date of hire or their choice at the time Allstate introduced the cash balance formula. In order to better align our pension benefits with market practices, provide future pension benefits more equitably to Allstate employees, and reduce costs, final average pay benefits were frozen as of December 31, 2013. As of January 1, 2014, all eligible participants earn benefits under a cash balance formula only.

Final Average Pay Formula — Frozen as of 12/31/13

Benefits under the final average pay formula were earned and are stated in the form of a straight life annuity payable at the normal retirement age of 65. Messrs. Rizzo, Shebik and Wilson have earned final average pay benefits equal to the sum of a Base Benefit and an Additional Benefit. The Base Benefit equals 1.55% of the participant’s average annual compensation, multiplied by credited service after 1988 through 2013. The Additional Benefit equals 0.65% of the amount of the participant’s average annual compensation that exceeds the participant’s covered compensation, multiplied by credited service after 1988 through 2013. Covered compensation is the average of the maximum annual salary taxable for Social Security over the 35-year period ending the year the participant would reach Social Security retirement age. Messrs. Rizzo, Shebik and Wilson are eligible for a reduced early retirement benefit that would reduce their Base Benefit by 4.8% for each year of early payment before age 65 and their Additional Benefit by 8% for each year of early payment from age 62 to age 65 and 4% for each year of early payment from age 55 to age 62, prorated on a monthly basis based on age at the date payments begin.

Cash Balance Formula — For All Participants Beginning 1/1/14

All named executives earned benefits under the cash balance formula in 2018. Under this formula, participants receive pay credits while employed at Allstate, based on a percentage of eligible annual compensation and years of service, plus interest credits. Pay credits are allocated to a hypothetical account in an amount equal to 3% to 5% of eligible annual compensation, depending on years of vesting service. Interest credits are allocated to the hypothetical account based on the interest crediting rate in effect for that plan year as published by the Internal Revenue Service. The interest crediting rate is set annually and is currently based on the average yield for 30-year U.S. Treasury securities for August of the prior year.

Supplemental Retirement Income Plan (SRIP)

SRIP benefits are generally determined using a two-step process: (1) determine the amount that would be payable under the ARP formula(s) specified above if Internal Revenue Code limits did not apply, then (2) reduce the amount described in (1) by the amount actually payable under the applicable ARP formula(s). The normal retirement date under the SRIP is age 65. If eligible for early retirement under the ARP, the employee also is eligible for early retirement under the SRIP. SRIP benefits are not funded and are paid out of Allstate’s general assets.

Credited Service

No additional service credit beyond service with Allstate or its predecessors is granted under the ARP or the SRIP to any of the named executives. Messrs. Shebik and Wilson have combined service with Allstate and its former parent company, Sears, Roebuck and Co., of 30.2 and 25.8 years, respectively. As a result, a portion of their retirement benefits will be paid from the Sears pension plan. Consistent with the pension benefits of other employees with Sears service who were employed by Allstate at the time of the spin-off from Sears in 1995, Messrs. Shebik’s and Wilson’s final average pay pension benefits under the ARP and the SRIP are calculated as if each had worked his combined Sears-Allstate career with Allstate through December 31, 2013, and then are reduced by amounts earned under the Sears pension plan.

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Executive Compensation  |  Non-Qualified Deferred Compensation at Fiscal Year-end 2018

Eligible Compensation

Under both the ARP and SRIP, eligible compensation consists of salary, annual cash incentive awards, and certain other forms of compensation, but does not include long-term cash incentive awards or income related to equity awards. Compensation used to determine benefits under the ARP is limited in accordance with the Internal Revenue Code. For final average pay benefits, average annual compensation is the average compensation of the five highest consecutive calendar years within the last ten consecutive calendar years through 2013.

Payment Options

Payment options under the ARP include a lump sum, straight life annuity, and various survivor annuity options. The lump sum under the final average pay benefit is calculated in accordance with the applicable interest rate and mortality assumptions as required under the Internal Revenue Code. The lump-sum payment under the cash balance benefit is generally equal to a participant’s account balance. Payments from the SRIP are paid in the form of a lump sum using the same interest rate and mortality assumptions used under the ARP.

Timing of Payments

Eligible employees are vested in the normal ARP and SRIP retirement benefits on the earlier of the completion of three years of service or upon reaching age 65.

Final average pay benefits are payable at age 65. A participant with final average pay benefits may be entitled to a reduced early retirement benefit on or after age 55 if he or she terminates employment after completing 20 or more years of vesting service.

A participant earning cash balance benefits who terminates employment with at least three years of vesting service is entitled to a lump sum benefit equal to his or her cash balance account balance.

The following SRIP payment dates assume a retirement or termination date of December 31, 2018:

Messrs. Shebik’s and Wilson’s SRIP benefits earned prior to 2005 would become payable as early as January 1, 2019. Benefits earned after 2004 would be paid on July 1, 2019, or following death.
Mr. Rizzo’s SRIP benefit would be paid on January 1, 2022, or following death.
Mr. Dugenske’s and Mr. Shapiro’s SRIP benefits are not currently vested but would become payable following death.

Non-Qualified Deferred Compensation at Fiscal Year-end 2018

The following table summarizes the non-qualified deferred compensation contributions, earnings, and account balances of our named executives in 2018. All amounts relate to The Allstate Corporation Deferred Compensation Plan.

Name Executive
Contributions
in Last FY
($)
Registrant
Contributions
in Last FY
($)
Aggregate
Earnings
in Last FY
($)(1)
Aggregate
Withdrawals/
Distributions
in Last FY
($)
Aggregate
Balance
at Last FYE
($)
(2)
Mr. Wilson      0      0      (87,006 )      0      960,791
Mr. Rizzo 150,289 0 (7,782 ) 0 242,135
Mr. Dugenske 0 0 0 0 0
Mr. Shapiro 1,000,000 0 28,348 0 1,371,708
Mr. Shebik 0 0 (20,217 ) 0 165,921
(1) Aggregate earnings were not included in the named executive’s compensation in the last completed fiscal year in the Summary Compensation Table.
(2) There are no amounts reported in the Aggregate Balance at Last FYE column that previously were reported as compensation in the Summary Compensation Table.

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Potential Payments as a Result of Termination or Change in Control (“CIC”)  |  Executive Compensation

In order to remain competitive with other employers, we allow the named executives and other employees whose annual compensation exceeds the amount specified in the Internal Revenue Code ($275,000 in 2018), to defer under the Deferred Compensation Plan up to 80% of their salary and/or up to 100% of their annual cash incentive award that exceeds the Internal Revenue Code limit. Allstate does not match participant deferrals and does not guarantee a stated rate of return.

Deferrals under the Deferred Compensation Plan are credited with earnings or debited for losses based on the results of the notional investment option or options selected by the participants. The notional investment options available in 2018 under the Deferred Compensation Plan are: stable value, S&P 500, international equity, Russell 2000, mid-cap, and bond funds. Under the Deferred Compensation Plan, deferrals are not actually invested in these funds, but instead are credited with earnings or debited for losses based on the funds’ investment returns. Because the rate of return is based on actual investment measures in our 401(k) plan, no above-market earnings are credited, recorded, or paid. Our Deferred Compensation Plan and 401(k) plan allow participants to change their investment elections daily, subject to certain trading restrictions.

The Deferred Compensation Plan is unfunded. This means that Allstate does not set aside funds for the plan in a trust or otherwise. Participants have only the rights of general unsecured creditors and may lose their balances in the event of the company’s bankruptcy. Account balances are 100% vested at all times.

An irrevocable distribution election is required before making any deferrals into the Deferred Compensation Plan. Generally, a named executive may elect to begin receiving a distribution of his or her account balance immediately upon separation from service or in one of the first through fifth years after separation from service or, for amounts deferred on or after January 1, 2018, in the fifth year after separation from service. The earliest distribution date for deferrals made on or after January 1, 2005, and earnings and losses on these amounts, is six months following separation from service. The named executive may elect to receive payment in a lump sum or in annual cash installment payments over a period of two to ten years, or, for amounts deferred on or after January 1, 2018, over a period of up to five years. In addition, a named executive may elect an in-service withdrawal of his or her entire balance earned and vested prior to January 1, 2005, and earnings and losses on these amounts, subject to forfeiture of 10% of such balance. A named executive may also elect an in-service withdrawal of all or a portion of the deferrals he or she made on or after January 1, 2018, together with earnings and losses on those amounts. Upon proof of an unforeseen emergency, a plan participant may be allowed to access certain funds in a deferred compensation account earlier than the dates specified above.

Potential Payments as a Result of Termination or Change in Control (“CIC”)

The following table lists the compensation and benefits that Allstate would generally provide to the named executives in various scenarios involving a termination of employment, other than compensation and benefits generally available to salaried employees. The table describes equity granting practices for the 2018 equity incentive awards. Relevant prior practices are described in the footnotes.

Termination Scenarios
Compensation
Elements
Termination(1) Retirement Termination due to
Change in Control(2)
Death Disability
Base Salary Ceases immediately