Allstate Corporation (The)
Download
SEC Document
SEC Filing
false 0000899051 DEF 14A 0000899051 2023-01-01 2023-12-31 0000899051 2022-01-01 2022-12-31 0000899051 2021-01-01 2021-12-31 0000899051 2020-01-01 2020-12-31 0000899051 all:PEODeductionSctChangeInActuarialValueOfPensionValueMember 2023-01-01 2023-12-31 0000899051 all:NonPEODeductionSctChangeInActuarialValueOfPensionValueMember 2023-01-01 2023-12-31 0000899051 all:PEODeductionSctChangeInActuarialValueOfPensionValueMember 2022-01-01 2022-12-31 0000899051 all:NonPEODeductionSctChangeInActuarialValueOfPensionValueMember 2022-01-01 2022-12-31 0000899051 all:PEODeductionSctChangeInActuarialValueOfPensionValueMember 2021-01-01 2021-12-31 0000899051 all:NonPEODeductionSctChangeInActuarialValueOfPensionValueMember 2021-01-01 2021-12-31 0000899051 all:PEODeductionSctChangeInActuarialValueOfPensionValueMember 2020-01-01 2020-12-31 0000899051 all:NonPEODeductionSctChangeInActuarialValueOfPensionValueMember 2020-01-01 2020-12-31 0000899051 all:PEODeductionSCTStockAwardAmountMember 2023-01-01 2023-12-31 0000899051 all:NonPEODeductionSCTStockAwardAmountMember 2023-01-01 2023-12-31 0000899051 all:PEODeductionSCTStockAwardAmountMember 2022-01-01 2022-12-31 0000899051 all:NonPEODeductionSCTStockAwardAmountMember 2022-01-01 2022-12-31 0000899051 all:PEODeductionSCTStockAwardAmountMember 2021-01-01 2021-12-31 0000899051 all:NonPEODeductionSCTStockAwardAmountMember 2021-01-01 2021-12-31 0000899051 all:PEODeductionSCTStockAwardAmountMember 2020-01-01 2020-12-31 0000899051 all:NonPEODeductionSCTStockAwardAmountMember 2020-01-01 2020-12-31 0000899051 all:PEODeductionSCTOptionAwardAmountMember 2023-01-01 2023-12-31 0000899051 all:NonPEODeductionSCTOptionAwardAmountMember 2023-01-01 2023-12-31 0000899051 all:PEODeductionSCTOptionAwardAmountMember 2022-01-01 2022-12-31 0000899051 all:NonPEODeductionSCTOptionAwardAmountMember 2022-01-01 2022-12-31 0000899051 all:PEODeductionSCTOptionAwardAmountMember 2021-01-01 2021-12-31 0000899051 all:NonPEODeductionSCTOptionAwardAmountMember 2021-01-01 2021-12-31 0000899051 all:PEODeductionSCTOptionAwardAmountMember 2020-01-01 2020-12-31 0000899051 all:NonPEODeductionSCTOptionAwardAmountMember 2020-01-01 2020-12-31 0000899051 all:PEOAdditionPensionServiceCostMember 2023-01-01 2023-12-31 0000899051 all:NonPEOAdditionPensionServiceCostMember 2023-01-01 2023-12-31 0000899051 all:PEOAdditionPensionServiceCostMember 2022-01-01 2022-12-31 0000899051 all:NonPEOAdditionPensionServiceCostMember 2022-01-01 2022-12-31 0000899051 all:PEOAdditionPensionServiceCostMember 2021-01-01 2021-12-31 0000899051 all:NonPEOAdditionPensionServiceCostMember 2021-01-01 2021-12-31 0000899051 all:PEOAdditionPensionServiceCostMember 2020-01-01 2020-12-31 0000899051 all:NonPEOAdditionPensionServiceCostMember 2020-01-01 2020-12-31 0000899051 all:PEOAdditionchangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatVestedDuringTheFiscalYearMember 2023-01-01 2023-12-31 0000899051 all:NonPEOAdditionchangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatVestedDuringTheFiscalYearMember 2023-01-01 2023-12-31 0000899051 all:PEOAdditionchangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatVestedDuringTheFiscalYearMember 2022-01-01 2022-12-31 0000899051 all:NonPEOAdditionchangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatVestedDuringTheFiscalYearMember 2022-01-01 2022-12-31 0000899051 all:PEOAdditionchangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatVestedDuringTheFiscalYearMember 2021-01-01 2021-12-31 0000899051 all:NonPEOAdditionchangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatVestedDuringTheFiscalYearMember 2021-01-01 2021-12-31 0000899051 all:PEOAdditionchangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatVestedDuringTheFiscalYearMember 2020-01-01 2020-12-31 0000899051 all:NonPEOAdditionchangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatVestedDuringTheFiscalYearMember 2020-01-01 2020-12-31 0000899051 all:PEOAdditionChangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatRemainedUnvestedAtYearEndMember 2023-01-01 2023-12-31 0000899051 all:NonPEOAdditionChangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatRemainedUnvestedAtYearEndMember 2023-01-01 2023-12-31 0000899051 all:PEOAdditionChangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatRemainedUnvestedAtYearEndMember 2022-01-01 2022-12-31 0000899051 all:NonPEOAdditionChangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatRemainedUnvestedAtYearEndMember 2022-01-01 2022-12-31 0000899051 all:PEOAdditionChangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatRemainedUnvestedAtYearEndMember 2021-01-01 2021-12-31 0000899051 all:NonPEOAdditionChangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatRemainedUnvestedAtYearEndMember 2021-01-01 2021-12-31 0000899051 all:PEOAdditionChangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatRemainedUnvestedAtYearEndMember 2020-01-01 2020-12-31 0000899051 all:NonPEOAdditionChangeInFairValueDuringTheFiscalYearOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatRemainedUnvestedAtYearEndMember 2020-01-01 2020-12-31 0000899051 all:PEOAdditionFairValueAtTheEndOfTheYearOfEquityAwardsGrantedDuringTheFiscalYearThatRemainUnvestedAtYearEndMember 2023-01-01 2023-12-31 0000899051 all:NonPEOAdditionFairValueAtTheEndOfTheYearOfEquityAwardsGrantedDuringTheFiscalYearThatRemainUnvestedAtYearEndMember 2023-01-01 2023-12-31 0000899051 all:PEOAdditionFairValueAtTheEndOfTheYearOfEquityAwardsGrantedDuringTheFiscalYearThatRemainUnvestedAtYearEndMember 2022-01-01 2022-12-31 0000899051 all:NonPEOAdditionFairValueAtTheEndOfTheYearOfEquityAwardsGrantedDuringTheFiscalYearThatRemainUnvestedAtYearEndMember 2022-01-01 2022-12-31 0000899051 all:PEOAdditionFairValueAtTheEndOfTheYearOfEquityAwardsGrantedDuringTheFiscalYearThatRemainUnvestedAtYearEndMember 2021-01-01 2021-12-31 0000899051 all:NonPEOAdditionFairValueAtTheEndOfTheYearOfEquityAwardsGrantedDuringTheFiscalYearThatRemainUnvestedAtYearEndMember 2021-01-01 2021-12-31 0000899051 all:PEOAdditionFairValueAtTheEndOfTheYearOfEquityAwardsGrantedDuringTheFiscalYearThatRemainUnvestedAtYearEndMember 2020-01-01 2020-12-31 0000899051 all:NonPEOAdditionFairValueAtTheEndOfTheYearOfEquityAwardsGrantedDuringTheFiscalYearThatRemainUnvestedAtYearEndMember 2020-01-01 2020-12-31 0000899051 all:PEODeductionFairValueOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatWereForfeitureDuringTheFiscalYearMember 2023-01-01 2023-12-31 0000899051 all:NonPEODeductionFairValueOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatWereForfeitureDuringTheFiscalYearMember 2023-01-01 2023-12-31 0000899051 all:PEODeductionFairValueOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatWereForfeitureDuringTheFiscalYearMember 2022-01-01 2022-12-31 0000899051 all:NonPEODeductionFairValueOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatWereForfeitureDuringTheFiscalYearMember 2022-01-01 2022-12-31 0000899051 all:PEODeductionFairValueOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatWereForfeitureDuringTheFiscalYearMember 2021-01-01 2021-12-31 0000899051 all:NonPEODeductionFairValueOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatWereForfeitureDuringTheFiscalYearMember 2021-01-01 2021-12-31 0000899051 all:PEODeductionFairValueOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatWereForfeitureDuringTheFiscalYearMember 2020-01-01 2020-12-31 0000899051 all:NonPEODeductionFairValueOfUnvestedEquityAwardsAtTheBeginningOfTheFiscalYearThatWereForfeitureDuringTheFiscalYearMember 2020-01-01 2020-12-31 0000899051 1 2023-01-01 2023-12-31 0000899051 2 2023-01-01 2023-12-31 0000899051 3 2023-01-01 2023-12-31 0000899051 4 2023-01-01 2023-12-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

Table of Contents

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      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material under §240.14a-12

The Allstate Corporation

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

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
  No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Table of Contents


Table of Contents


Table of Contents

Allstate Shareholder Letter

Dear Fellow Shareholders,

To succeed in a tumultuous and rapidly changing world, businesses must operate with clarity of purpose, strategic vision, precision and speed. As you know, 2023 was a year of severe weather, inflation and volatile investment markets. Allstate performed well in this environment by helping customers recover from catastrophes, improving auto insurance profitability, proactively managing investments and enhancing the business for sustainable growth. Looking ahead, your company is well-positioned for long-term success.

2023 Results
Our Shared Purpose has guided Allstate for 17 years by focusing on the customer. This creates value for shareholders, opportunity for the Allstate team and improves communities.

Living into Our Shared Purpose requires successfully balancing competing priorities. Customers want affordable, simple and connected protection, so that car accidents, hailstorms or broken appliances do not sidetrack their lives. At the same time, Allstate must provide good returns for shareholders, fulfilling opportunities for employees and agents, and help communities thrive. Doing all of these things require trade-offs and balance.

In 2023, auto insurance rates were raised for the Allstate and National General brands by 16.4% and 12.8%, respectively, to offset increased losses caused by rapid inflation. This obviously did not make products more affordable, but it was necessary for us to earn an adequate return for shareholders. To minimize the impact on customers, operating expenses were reduced, requiring employees and agents to adapt.

We successfully retained more customers than pricing models predicted, since price increases were explained by agents, and non-agent service was improved. In total, however, the customer net promoter score declined last year.

Total enterprise policies in force increased by 2.8% to 194 million as growth in homeowners insurance and protection plans offset a decline in auto insurance policies. Auto insurance policies declined from 26.0 million to 25.3 million reflecting rate increases. National General auto policies rose by 13.3% in 2023 due to increased volume from independent agencies. Homeowners insurance policies were up by 1.1% to 7.3 million despite rate increases of over 12% last year, highlighting the strength of Allstate's competitive position. Protection plans grew by 4.7% as international expansion offset slower growth through North American retailers.

Revenues reached $57.1 billion, 11.1% higher than 2022, reflecting significant increases in average auto and home insurance premiums. Auto insurance profitability improved throughout the year which reduced the underwriting loss by $1.9 billion from 2022. Catastrophe losses, however, were 81% higher ($2.5 billion), resulting in an underwriting loss for 2023. Investment performance was strong with a 6.7% total return and $2.5 billion of net investment income. Health & Benefits and Protection Services businesses generated $348 million of Adjusted Net Income, which reduced the overall net loss to $316 million for the year. Adjusted Net Income*, which excludes some non-operating items, was $251 million for the year and the return on adjusted equity* of 1.5% was below our target of 14-17%.

Revenue: $57.1 billion (+11.1%)
Policies in Force: 194 million (+2.8%)
Net loss: $316 million
Adjusted net income*: $251 million
Allstate was ranked in the top 250 best-managed companies for the seventh consecutive year by The Wall Street Journal and Drucker Institute.
2023 Operating Priorities
Improve customer value
The Enterprise Net Promoter Score, which measures how likely customers are to recommend Allstate, finished below the prior year, reflecting substantial price increases necessary to offset higher loss costs.
Grow customer base
Consolidated policies in force reached 194 million, a 2.8% increase from prior year. Property-Liability policies in force decreased by 2.0% compared to the prior year, as growth at National General was more than offset by a decrease at the Allstate brand. Protection Services policies in force increased 4.3%, primarily due to growth at Allstate Protection Plans.
Achieve target economic returns on capital
Returns were below target, reflecting property-liability combined ratio of 104.5. The auto insurance profit improvement plan improved results throughout the year but an 81% increase in catastrophe losses led to an underwriting loss.
Proactively manage investments
Net investment income of $2.5 billion in 2023 was $75 million higher than prior year as higher market-based investment income was partially offset by lower performance-based results. Total return on the $66.7 billion (as of 12/31/23) investment portfolio was 6.7% in 2023. Proactive portfolio management repositioned the fixed income portfolio into longer duration and higher-yielding assets that increased income.
Execute Transformative Growth
Allstate made substantial progress in advancing Transformative Growth initiatives in 2023. National General is building a strong competitive position in independent agent distribution. Protection Plans is expanding outside the U.S.
* For definitions of these terms, please see the definitions of non-GAAP measures on pages 119-121 of our 2024 Proxy Statement.

4         The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Allstate Shareholder Letter

Strategic Direction
Allstate’s strategy is to grow property-liability insurance market share and expand protection provided to customers.

Progress was made in implementing the Transformative Growth strategy to increase auto and home insurance market share.

Customer value will be increased with lower prices, funded through expense reductions and sophisticated pricing, and new Affordable, Simple, Connected protection products. A new Allstate brand auto insurance offering is now available in seven states and will be expanded in 2024.

Access to local Allstate agents is important to customer value and this strength will be enhanced with new products, advanced technology and greater centralized service. Allstate agents embraced a focus on increasing new business, and productivity increased, aside from the three growth-restricted states where we are addressing profitability. Customer access was also expanded through independent agents with a broader set of National General products.

Progress has also been made in improving sophistication of customer acquisition, building out a new technology ecosystem and organizational transformation.

Expanding the protection provided to customers will also create additional shareholder value. Protection Services revenues increased by 9% over the prior year with increases in protection plans, identity protection, car warranties and roadside services. A sale of the Health & Benefits businesses is being pursued since aligning this business with a set of complementary businesses will create additional value.

Allstate is well-positioned for long-term growth with a broad range of protection offerings, a great brand and extensive distribution.

Allstate empowers customers with protection to help them achieve their hopes and dream. This includes insurance for autos, homes, boats and personal property, protection plans for electronics, appliances and furniture, identity protection, roadside service and car warranties.
The Allstate brand is widely recognized and trusted. This is a significant asset in the highly competitive auto and home insurance market and drives growth in other protection products.
Allstate has extensive distribution partnerships so consumers can become Allstate customers almost everywhere. Insurance products are sold through 26,000 licensed professionals in Allstate agencies, at call centers, over the web, and from tens of thousands of independent agents. Protection plans are embedded into the flow of commerce in many of the largest U.S. retailers and expanding internationally. Employee benefit brokers and car dealers also offer Allstate products.

Successful strategies must also incorporate discontinuous changes in the external environment. Four drivers of change (artificial intelligence, climate change, mobility and connectivity) will impact customers, shareholders and employees. Investments are being made in each of these areas to ensure Allstate has the capabilities to adapt to create the future, not just react to trends.

Innovation on the move – The Allstate mobile app was expanded to enable customers to find lower gas prices, check the weather and reserve parking. Customers use the app 2.5 million times per week!

Human Capital
Allstate has over 53,000 employees located around the world that live into Our Shared Purpose. Eight-four percent of U.S. employees have a favorable view of engagement at Allstate. Ninety percent of U.S. employees feel connected to their immediate team members. Turnover dropped dramatically in 2023.

Allstate is a purpose driven company that is powered by purpose driven people.

High engagement results reflect being on a path to the future, versus trying to return to the past. A distributed work model is a core part of the employee value proposition.

The Allstate Corporation  |  AllstateProxy.com         5


Table of Contents

2024 Proxy Statement
Allstate Shareholder Letter

It requires providing leaders with guidance and tools to provide a sense of belonging. As a result, resources have been increased and “pods” for in-person collaboration are being tested as gathering places.

Creating a transformative growth enterprise requires culture change, keeping the good and having the courage to stop things that get in the way. To focus cultural change, a definition was needed, and since the dictionaries were of little help, we created our own.

Culture is a self-sustaining system of shared values, principles and priorities that shape beliefs, drive behaviors and influence decision-making within an organization.

The good news is that most of this is covered in Our Shared Purpose. The values of integrity and ethics are critical to maintaining Allstate as a trusted source of protection. Principles and priorities are reflected in our strategies and behaviors. There is a clear focus on what cultural elements need to be maintained and those where change will improve performance.

Allstate was recognized as one of the world’s most ethical companies by Ethisphere for a 10th consecutive year.

Inclusive Diversity and Equity is core to success and while more progress is needed, Allstate continues to lead. In the U.S., 56% of the management team and 48% of the company’s officers identify as female or BIPOC, both of which increased from the prior year.

Allstate was included in DiversityInc’s Top 50 Companies for Diversity

Financial Strength
Allstate successfully manages capital and has the financial strength to navigate challenging operating environments, fund growth and reward shareholders. Proactive enterprise risk and return management practices kept Allstate in a well-capitalized position in 2023, despite underwriting losses and a significant share repurchase program. Statutory capital and assets at the holding company were $18.0 billion at the end of 2023, which was well in excess of insurance regulatory requirements and exceeded the base level set by the company’s models. Sophisticated risk and return management led to a reduction in the public equity portfolio in 2022 and increased duration of the bond portfolio in 2023, which reduced required capital and increased prospective income. $1.3 billion of capital was returned to shareholders in 2023, although the share repurchase program was stopped in July. Over the last five years, $13.7 billion has been returned to shareholders which reduced the number of shares outstanding by 25%.

Climate Engagement
Allstate has been engaged on climate issues for over 25 years since severe weather impacts customers, shareholders and communities. This focus has been on the realities of recovery, remediation and long-term resiliency, not the genesis of climate change.

Allstate successfully adapted to increased severe weather starting in 2008, following a series of large hurricanes and weather-related losses. Homeowners insurance coverage was changed so that customers with newer weather resistant roofs had lower premiums. Pricing fairness was also improved by using sophisticated analytics for each type of loss. To maintain financial strength in the face of extremely large catastrophes, we became one of the largest purchasers of reinsurance and lowered exposure in areas where regulators would not approve adequate prices. Claims remediation was improved by using technology to rapidly respond when disaster strikes. Today, Allstate insures 7.3 million homes and helps approximately 600,000 additional customers get homeowners insurance in markets where the company limits risk levels. In addition to protecting customers from climate change, we have adequately compensated shareholders with underwriting profits over the last 3, 5 and 10 years.

Climate change also impacts operating practices and investment opportunities. Allstate has committed to achieve net zero Scope 1 and 2 emissions by 2030. A commitment on Scope 3 emissions will be made in 2025 since this largely represents indirect emissions through the investment portfolio and the measurement system is not fully developed. The transition to a lower carbon economy will also create attractive return opportunities in the investment portfolio. Investment capabilities are being built, measurement expanded and investments made to benefit in this future.

While Allstate has adapted to climate change and has a viable business protecting homeowners, the overall industry has generated losses of $23 billion in the last 5 years. As a result, competitors are taking action to reduce their losses and consequently homeowners in some markets are not able to get private insurance. Some state-owned insurance pools have moved from providers of last resort to significant insurers. One state's pool is the 10th largest insurer in the country. This is not a sustainable or financially sound situation. Allstate is an advocate for creating solutions through private and public collaboration. The stakes are significant.

America’s financial well-being is at risk. Severe weather threatens not only lives but financial solvency, retirements and the American dream. U.S. households have $45 trillion invested in their homes, which represents about half of the net worth for half of households. Insurance is needed for economic stability but the risk of loss is too large for private insurers alone.

Catastrophe losses are increasing. A warming world creates more severe weather catastrophes. This is not just a California or Florida problem since catastrophes (hurricanes, wildfires, flooding, tornadoes, hailstorms, straight line winds, atmospheric rivers, and earthquakes) put virtually every community at risk.

Private insurers can protect people but regulations must reflect economic realities. Private insurers exist to facilitate recovery, spread the costs of disasters amongst policyholders in a fair way and risk their capital. When regulators don't allow insurance prices to reflect local risks this is unfair for customers who choose to live in lower risk areas. It also inhibits insurers from risking their capital which leads to a lack of insurance options. A proper price educates consumers on risks and supports increased resiliency. Insurers must be allowed to properly price risk and reflect the realities of a warmer world.

6         The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Allstate Shareholder Letter

A sustainable solution also requires governments to provide households protection for extremely large low frequency events.

Natural disasters are hitting Americans and the U.S. economy harder and more frequently.

The Facts

170 storms of $1 billion or greater over last 10 years, worth $1.2T of economic loss.
The frequency of billion-dollar catastrophe events has increased by a factor of 2x over the last 10 years.

Hurricanes impact all coastal states from TX to ME, and in 2023 even CA and AZ.
Earthquakes expose homes in CA, WA, OR, and states exposed to the New Madrid fault (AR, IL, KY, MO, OH).
Tornado/Hail losses exist in states like CO, OK, TX and NE, but with exposure in all states east of the Rockies.
Wildfire exposure exists in CA and the western US states.
All states have exposure to flooding.
Large catastrophes create losses beyond the capacity of private insurers. A Category 5 hurricane in Miami-Dade County, Florida, could result in over $150 billion of losses, and a repeat of the 1938 “Long Island Express” hurricane in New York could cost $100 billion. The top 10 U.S. insurance carriers have $300 billion of total capital for all risks, so fully covering these losses is not prudent.
State based entities have been created in some states to address this reality, such as Florida, California and Texas, but these entities do not have sufficient financial resources. Other states, such as New York, New Jersey and Georgia have large exposures and plans need to be created.
The federal government also needs to help protect households from severe weather since large natural disasters are beyond the financial capacity of states. Current federal support could be more effective and equitable. From 2005 through 2019, the federal government spent almost half a trillion dollars on recovery after catastrophes through at least 17 departments. The National Flood Insurance Program runs consistent losses and owes the U.S. Treasury $20.5 billion. Federal plans such as the Terrorism Reinsurance Act protect commercial interests but leave homeowners unprotected. Imagine a terrorist attack in a city where hotel and office building owners get government insurance payments but individual homeowners get nothing. The federal government’s approach must be updated for the realities of more severe weather.

Creating a sustainable system that protects America is complicated and will require collaboration and compromise. Allstate will stay actively engaged at the state and federal level to find a better path forward for customers, shareholders, and communities.

Sustainability
Corporate sustainability requires balance and strong governance. Allstate uses a Societal Engagement Framework to provide clarity and structure to determine where to lead on societal issues.

The Allstate Foundation empowers people and communities so they can thrive by empowering youth to serve and improve communities, working to close the racial wage gap, and disrupting the cycle of relationship abuse. Over the past three years, The Allstate Foundation has distributed nearly $112 million to nonprofits.

Shareholders benefit from strong governance led by a board of highly successful directors with a diversity of talent, backgrounds and capabilities. The independent directors summarize their accomplishments in an annual letter on pages 8-9 of this proxy statement.

Allstate is positioned for success with Our Shared Purpose guiding the way and a world-class leadership team that uses the head, heart and courage to create the future.

It is an honor to have your support to continue building this iconic company!

Tom Wilson
Chair, President
and CEO

The Allstate Corporation  |  AllstateProxy.com         7


Table of Contents

Letter from Independent Directors

April 1, 2024

Fellow Stockholders,
In 2023, we continued to enhance the Board's engagement and oversight to fulfill our fiduciary obligations in what was a challenging operating environment. Allstate executed on improving profitability while implementing strategic initiatives to create long-term shareholder value. This was achieved despite headwinds related to market volatility, inflation pressure and elevated catastrophe losses. The Board focused on profit improvement, operating performance, risk oversight, governance, long-term strategy and environmental and social impact. The foundation of good governance is transparency and accountability, and this letter highlights the Board's performance during the past year.

Strategy and Business
The Board is fully engaged in the oversight of Allstate's operating results and long-term strategic priorities. In 2023, the Board effectively oversaw Allstate's strategy to increase shareholder value by improving profitability, proactively managing investments and implementing Transformative Growth initiatives.
Profitability improved as auto and home insurance prices were increased with revenues growing 11.1% to $57 billion, compared to the prior year. Profitability was also improved through expense reductions and restricted new auto insurance growth in profit-challenged areas.
Our investment portfolio had strong returns as duration was shortened in 2021 and extended in 2023.
Transformative Growth initiatives continued to be executed to create additional shareholder value by increasing auto and home insurance market share once margins improved.
Divestiture of the Health and Benefits businesses is being pursued to maximize their long-term value by leveraging the capabilities of similar companies.
Our annual three-day strategy session focused on four “drivers of change” critical to Allstate’s long-term business success: artificial intelligence, climate change, personal transportation and customer connectivity.

Overall financial results were below long-term targets but improved throughout the year. 2023 had a net loss of $316 million and adjusted net income* of $251 million, reflecting elevated catastrophe losses and an underwriting loss in auto insurance. In July 2023, in light of the net loss, we suspended repurchasing shares with $4.5 billion of the $5 billion program completed. Allstate increased the common dividend by 3.4% in February 2024, reflecting an ongoing commitment to shareholder return.

Risk Oversight and Board Composition
The Board oversees both the “here and now” risks and longer-term challenges and opportunities. This includes thorough reviews of risks presented by inflation, investment volatility, capital constraints, changing driving behaviors, cybersecurity, regulation, climate change and severe weather. The Board expanded its oversight of technology, data analytics and artificial intelligence (“AI”) and reviewed a digital analytical ecosystem to improve direct sales, claims effectiveness and efficiency, and enhance investment processes. The Board evaluated operating and compensation plans from a risk and return perspective. Additionally, the Board reviewed and assessed the company's operating performance and capital allocation practices using an outside-in perspective. We once again utilized independent external resources to supplement our capabilities for compensation, cybersecurity and pay equity topics.

We focused on ensuring Allstate has an optimal Board structure and composition to effectively oversee the business. The Board is a diverse group of highly successful business leaders with a wide array of strategic and business skills. When adding a new director or changing composition of Board committees, we ensure there is a diverse mix of skills, experiences and perspectives. To that end, we added Maria Morris to the Board, who brings insurance industry experience as well as extensive strategic, operational and technology expertise.

Succession Planning
The Board recognizes that continuous and systematic reviews of succession planning is critical to success. We reviewed senior leadership and CEO succession from both an enterprise and individual perspective over multiple meetings during 2023 and participated in succession scenario planning exercises. The Board also has consistent and direct exposure to senior leaders throughout the year and regularly interacts with high performing leaders. We are continually impressed with the “bench strength” and believe that the company is well-positioned for leadership succession.

*Measures used in this proxy statement that are not based on generally accepted accounting principles (“non-GAAP”) are denoted with an asterisk (*). For definitions of these terms, please see the definitions of non-GAAP measures on pages 119-121 of our 2024 Proxy Statement.

8         The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Letter from Independent Directors

Human Capital
As a service organization, Allstate’s strong human capital management and inclusive diversity and equity (“IDE”) practices are essential to continued success. Important human capital initiatives were reviewed with the Board and advanced during the year:

Organizational health, including progress against Future of Work Initiative to address culture, distributed work efficiencies, employee retention and development
An IDE plan that encompasses work environment, employee representation and procurement relationships. The Board also participated in a facilitated discussion of diversity in the board room. IDE metrics were shifted to the long-term incentive plan to demonstrate alignment with Allstate’s long-term strategic priorities
Organizational transformation strategy, deploying talent, advancing skills-led talent management, and leveraging technology to support Transformative Growth
Compensation plans are linked to a broad set of objective performance measures. Annual incentive plans are designed to reward performance on key strategic, operational, and financial measures. Long-term incentive plans reflect total shareholder return relative to peers, performance net income return on equity, and performance on IDE progress
To support its commitment to equity and transparency, Allstate issued its third EEO-1 Report and once again completed an external pay equity analysis.

Climate and Sustainability
At Allstate, we take meaningful action to create a more sustainable future since increasing severe weather impacts customers, investors and communities. Allstate has focused on the impacts of climate change for over 25 years, including advocating for catastrophe disaster preparation and response, risk sharing mechanisms, and enhanced building standards. In 2023, progress was made on the strategy to generate attractive investment

returns by considering the transition to a lower carbon economy. We expanded the Task Force on Climate-related Financial Disclosures (“TCFD”) report to reflect work done on emissions targets and issued our third Sustainability Accounting Standards Board (“SASB”) report. A materiality assessment informed the determination of focus areas under the Societal Engagement Framework. The Allstate Foundation invested in its pillars of youth empowerment, victims of relationship abuse and racial equity.

Engagement with Allstate’s shareholders is an essential part of the Board’s decision-making process. In 2023, the Chair, independent Lead Director and other senior management met with investors representing more than 45% of outstanding shares. We discussed matters including company strategy, operating performance, governance and sustainability initiatives. Feedback from these meetings was shared with the Board and action items were developed, many of which have been communicated in this Proxy Statement.

Allstate continues to be recognized for its best practice disclosures. The 2023 proxy statement was awarded “Best Proxy Statement” by the Transparency Awards. The company’s proxy statement and shareholder engagement program were also recognized by Governance Intelligence, formerly Corporate Secretary.

Your view is important to us and we value your continued investment and support of Allstate. The company is positioned for sustainable value creation given our transformation strategy, strong leadership team, and unwavering commitment to Our Shared Purpose of serving customers, providing opportunity to employees and agents, delivering attractive returns to investors and improving communities. We pledge to ensure that Allstate fulfills its obligations to you, its customers, and the broader community. Thank you for trusting us to oversee the long-term sustainability of Allstate.

Donald E. Brown
          
Siddharth N. (Bobby) Mehta
          
Gregg M. Sherrill
 
Kermit R. Crawford
Maria Morris
Judith A. Sprieser
 
Richard T. Hume
Jacques P. Perold
Perry M. Traquina
 
Margaret M. Keane
Andrea Redmond
Monica Turner

The Allstate Corporation  |  AllstateProxy.com         9


Table of Contents

Notice of 2024 Annual Meeting of Shareholders

Items of Business

BOARD RECOMMENDATION
01 Election of 13 directors FOR each nominee
See pages 28-65  

02 Say-on-pay: advisory vote on the compensation of the named executives FOR
See pages 66-106  

03 Ratification of appointment of Deloitte & Touche LLP as Allstate’s independent registered public accountant for 2024 FOR
See pages 107-110  
 

04 Shareholder Proposal to have an Independent Board Chairman AGAINST
See pages 111-112  ►

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

By Order of the Board,


Christine DeBiase
Secretary
April 1, 2024
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 14, 2024
The Notice of 2024 Annual Meeting, Proxy Statement and 2023 Annual Report and the means to vote by Internet are available at proxyvote.com.
Date and Time
May 14, 2024, at 11:00 a.m. Central time.
Admission to the webcast begins at 10:30 a.m.
 
Virtual (Online Only)
www.virtualshareholdermeeting.com/ALL2024
 
Record Date
Holders of Allstate common stock at the close of business on March 18, 2024. Each share of common stock is entitled to one vote for each director candidate and one vote for each of the other proposals.
 
Participation
Shareholders who wish to participate in the meeting should review page 11.
 
Date of Mailing
On or about April 1, 2024, these proxy materials and annual report are being mailed or made available to shareholders and to participants in the Allstate 401(k) Savings Plan.

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. You may also vote during the annual meeting by visiting www.virtualshareholdermeeting.com/ALL2024, entering your control number, and following the instructions.

By Telephone
In the U.S. or Canada, you can vote your shares toll-free by calling 1-800-690-6903.
 
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 Internet
You can vote your shares online at proxyvote.com.
 
By Tablet or Smartphone
You can vote your shares with your tablet or smartphone by scanning the QR code.

10       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

Participating in Our Annual Meeting

The 2024 annual meeting will be held in a virtual meeting format since it provides greater access and participation opportunities for shareholders.

Virtual Meetings Increase Participation

SHAREHOLDER
ATTENDANCE

SHAREHOLDER
QUESTIONS
ANSWERED DURING
THE MEETING

Who can participate in the Virtual Annual Meeting?
If you plan to participate in the annual meeting, you must be a holder of Allstate shares as of the record date of March 18, 2024, or hold a legal proxy for the meeting provided by your bank, broker, or nominee. To be admitted to the annual meeting webcast at www.virtualshareholdermeeting.com/ALL2024, you must enter the 16-digit control number found on your proxy card, voting instruction form or notice of internet availability. You may log into the meeting platform beginning at 10:30 a.m. Central time on May 14, 2024. The meeting will begin promptly at 11:00 a.m. Central time on May 14, 2024. The virtual meeting platform is fully supported across browsers (Firefox, Chrome, Microsoft Edge and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software. Participants should ensure they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

How can I vote at the meeting?
You may vote during the annual meeting by following the instructions available on the meeting website during the meeting. Whether or not you participate in the annual meeting, we encourage you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials.

How can I ask a question at the meeting?
This year’s shareholders’ question and answer session will include questions submitted in advance of, and questions submitted live during the annual meeting. You may submit a question in advance of the meeting beginning at 8:30 a.m. Central time on May 9, 2024, and until 11:59 p.m. Central time on May 13, 2024, at www.proxyvote.com after logging in with your 16-digit control number. Once past the login screen, click on “Question for Management,” typing your question and clicking “Submit.” Alternatively, questions may be submitted during the annual meeting through www. virtualshareholdermeeting.com/ALL2024, by typing your question into the “Ask a Question” field and clicking “Submit.” We will try to answer as many questions as time permits. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. Any questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints will be posted online at www.allstateinvestors.com.

Who do I contact about technical difficulties?
If you encounter difficulties accessing the meeting during the meeting time, please call the technical support number at (844) 986-0822. The technical support number will also be posted on the meeting website.

Will a replay of the meeting be available?
Following completion of the meeting, a webcast replay will be posted online to our Investor Relations website at www.allstateinvestors.com for one year.

The Allstate Corporation  |  AllstateProxy.com       11


Table of Contents

Table of Contents

          
4 Allstate Shareholder Letter
8 Letter from Independent Directors
10 Notice of 2024 Annual Meeting of Shareholders
11 Participating in Our Annual Meeting
13 About Allstate
18 Sustainability at Allstate
24 Voting Roadmap
28 Corporate Governance
         
Proposal 01 Election of 13 Directors
29 Our Director Nominees
29 The Director Nominees at a Glance
30 Director Biographies
37 Board and Nominee Independence Determinations
38 Board Governance
38 Effective Board Governance at Allstate
39 Board Composition
          
41 Board Structure
48 Engaged Oversight
58 Board Effectiveness
61 Board Accountability
63 More Information
64 Director Compensation
          
          
66 Executive Compensation
Proposal 02 Say-on-Pay: Advisory Vote on the
Compensation of the Named Executives
         
          
67 Compensation Discussion and Analysis
88 Compensation Committee Report
89 Summary Compensation Table
91 Grants of Plan-Based Awards at Fiscal Year-end 2023
93 Outstanding Equity Awards at Fiscal Year-end 2023
94 Option Exercises and Stock Vested During 2023
94 Retirement Benefits
          
97 Non-Qualified Deferred Compensation at Fiscal Year-end 2023
98 Potential Payments as a Result of Termination or Change in Control (“CIC”)
100 Estimate of Potential Payments Upon Termination
101 Performance Measures for 2023
104 CEO Pay Ratio
105 Pay Versus Performance Table
          
107 Audit Committee Matters
Proposal 03 Ratification of Deloitte & Touche LLP as the
Independent Registered Public Accountant for 2024
         
110 Audit Committee Report
          
111 Shareholder Proposal
Proposal 04 Independent Board Chairman
         
113 Stock Ownership Information
          
113 Security Ownership of Directors and Executive Officers
          
114 Security Ownership of Certain Beneficial Owners
          
115 Other Information
          
115 Proxy and Voting Information
119 Appendix A – Definitions of Non-GAAP Measures
          
122 Appendix B – Categorical Standards of Independence
123 Appendix C – Executive Officers
          
124 Helpful Links and Resources
          
124 About Allstate
124 Governance
          
124 Sustainability
          
Where to Find

41 Board Leadership
14 Strategic Priorities
17 Financial Highlights
109 Auditor Fees
58 Board Evaluation Process
8 Succession Planning
87 Clawback Policy
57 Risk Areas Overseen by Board Committees
43 Director Attendance
29 Director Skills and Experience Matrix
87 Equity Ownership Requirements
19 Societal Engagement Framework
40 Board Nomination Process
73 Peer Group
61 Shareholder Engagement
63 Communication with the Board
68 Alignment of Pay with Performance
18-23 Sustainability Highlights
64 Director Stock Ownership Guidelines
30-36 Director Biographies
53 Cybersecurity
          

Explore Allstate

Get a quote in the blink of an eye https://www.allstate.com

12       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

About Allstate

Our Businesses

Allstate is one of the nation’s largest consumer protection providers with 194 million policies in force protecting cars, homes, motorcycles, health, disability, lives, personal devices and identities. Its products are sold through Allstate agents, independent agents, call centers, online, major retailers and voluntary benefits brokers. The company harnesses the talent of approximately 53,400 employees, 9,100 exclusive Allstate agents and agent support staff, 20,200 licensed sales professionals and 50,900 independent agents.

What We Do

Allstate empowers customers with protection to help them achieve their hopes and dreams. We do this by leveraging innovative, industry-leading technology to provide customers with affordable, simple and connected solutions. We offer a wide range of protection products and services for customers, automobiles, homes, personal property, health, income and identities.

Allstate at a Glance

194 million policies in force

53,400 employees

9,100 exclusive Allstate agents and agent support staff

50,900 independent agents

20,200 licensed sales professionals


Allstate is included on The Wall Street Journal/ Drucker Institute list of the nation’s 250 best managed companies.

In 2023, The Allstate Foundation, along with Allstate and its employees and agents, collectively donated nearly $50 million to help local communities in support of more than 6,900 nonprofits.

Once again, Allstate was included in DiversityInc’s Top 50 Companies for Diversity.

In 2023, our employees and agents reported over 186,000 volunteer hours.

The Allstate Corporation  |  AllstateProxy.com       13


Table of Contents

2024 Proxy Statement
About Allstate

Our Strategy

Allstate’s Strategy to Increase Shareholder Value

Allstate’s strategy is focused on increasing personal property-liability market share and expanding protection offerings by leveraging the Allstate brand, customer base and capabilities. We offer consumers a broad suite of protection solutions and a competitive value proposition across multiple distribution channels. We are expanding protection services businesses by utilizing enterprise capabilities and resources such as the Allstate brand, distribution network, analytics, claims, investment expertise, talent and capital. Innovative growth platforms (such as telematics and identity protection) and broad distribution platforms further enhance our customer value proposition.

Our Strategic Priorities

01 Executing comprehensive plan to improve profitability

Auto insurance margins need to be returned to targeted levels, amongst the best in the industry. Allstate brand auto insurance rate increases of 16.4% were implemented in 2023, and rate increases will continue to be implemented to keep pace with loss trends and improve margins in states where we have not yet achieved rate adequacy. Allstate also implemented stricter auto new business underwriting requirements and reduced the adjusted expense ratio* and lowered advertising spend. We also modified claims practices to manage loss costs and innovation and analytics were leveraged to drive accuracy and operational efficiency.

02 Generating profitable growth in Protection Services and pursuing divestiture of Health and Benefits

Revenue from Protection Services was 9.2% higher than the prior year, generating approximately 4.6% of total Allstate revenues in 2023. Divestiture of Health and Benefits will maximize value by aligning with another company with a broader set of complementary businesses and product offerings.

03 Proactively managing the investment portfolio

Higher investment yields benefitted Net Investment Income. The fixed income portfolio duration was increased in 2023 as fixed income reinvestment yields remained above prior year levels. The higher fixed income duration and defensive positioning in the equity portfolio mitigate recession risk in the portfolio.

04 Transformative Growth

Our Transformative Growth strategy is about creating a business model, capabilities and culture that continually transform to better serve customers. This will be achieved by providing affordable, simple and connected protection through multiple distribution channels. The ultimate objective is to enhance customer value to drive growth in all businesses. We made significant progress across all five components of this strategy: Improve Customer Value, Expand Customer Access, Increase Sophistication and Investment in Customer Acquisition, Deploy New Technology Ecosystems and Drive Organizational Transformation.

* For definitions of these terms, please see the definitions of non-GAAP measures on pages 119-121 of our 2024 Proxy Statement.

14       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
About Allstate

Transformative Growth Progress – Property-Liability Businesses

A. Improve Customer Value
Improved the competitive prices of products through lower costs, increased pricing sophistication and telematics. Expanded the use of telematics and broadened the benefits of being connected with the Allstate Mobile app. Provided new protection solutions with simpler consumer-friendly experiences.

B. Expand Customer Access
Transformed Allstate agent sales system to enable more growth at a lower cost, while expanding distribution capacity. Increased direct channel distribution through improved online experience and data-driven insights to enhance call center sales. Grew National General by leveraging the Allstate brand capabilities and data to expand product offerings and fully utilize our independent agency relationships.

C. Increase Sophistication and Investment in Customer Acquisition
Improved the effectiveness of customer acquisition by expanding lead management, building data capabilities and utilizing household insights.

D. Deploy New Technology Ecosystem
Deployed a new technology ecosystem to deliver affordable, simple and connected experiences and products at a lower cost, enabling the retirement of legacy systems

E. Drive Organizational Transformation
Delivered an exceptional customer experience enabled by enhanced human resource tools and technology, an engaged and high performing global workforce, and organizational designs for efficiency.

The Allstate Corporation  |  AllstateProxy.com       15


Table of Contents

2024 Proxy Statement
About Allstate

2023 Operating Priorities Support Our Strategy
01 Improve Customer Value
Enterprise Net Promoter Score, which measures how likely customers are to recommend Allstate, finished below the prior year, reflecting the impact of substantial auto and home insurance price increases necessary to offset higher loss costs.
02 Grow Customer Base
Consolidated policies in force reached 194 million, a 2.8% increase from prior year. Property-Liability policies in force decreased by 2.0% compared to the prior year, as continued growth at National General was more than offset by decreases at the Allstate brand. Protection Services policies in force increased 4.3%, primarily due to growth at Allstate Protection Plans.
03 Achieve Target Economic Returns On Capital
The Property-Liability combined ratio of 104.5 for the full year decreased compared to the prior year primarily reflecting increased premiums earned, partially offsetting continued elevated loss costs. A comprehensive profitability plan is being executed.
04 Proactively Manage Investments
Net investment income of $2.48 billion in 2023 was $75 million higher than prior year as higher market-based investment income was partially offset by lower performance-based results. Total return on the $66.68 billion (as of 12/31/23) investment portfolio was 6.7% in 2023. Proactive portfolio management repositioned the fixed income portfolio into longer duration and higher-yielding assets that increased income.
05 Execute Transformative Growth
Allstate made substantial progress in advancing Transformative Growth in 2023, including continued cost reductions, deployment of a new property-liability technology platform and a new Affordable, Simple, Connected auto insurance offering in seven states. National General is building a strong competitive position in independent agent distribution. A digital enterprise is being built by expanding utilization of machine-based learning and artificial intelligence.
Link to Executive Compensation
Allstate’s executive compensation program is designed to ensure that the interests of our executives are aligned with those of our shareholders. We establish a strong nexus between performance measures and strategic objectives, which are also linked to operating priorities designed to create long-term shareholder value.

16       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Proxy Summary

  Financial Highlights  
   
ADJUSTED NET INCOME*
     
NET INCOME APPLICABLE TO
COMMON SHAREHOLDERS
     
TOTAL SHAREHOLDER RETURN
VS. PEER(1) RETURNS
   
 
ADJUSTED NET INCOME RETURN
ON ALLSTATE COMMON EQUITY*
 
BOOK VALUE PER
COMMON SHARE
   
 
ADJUSTED NET INCOME
PER COMMON SHARE*
 
POLICIES IN FORCE
   
 
*  For definitions of these terms, please see the definitions of non-GAAP measures on pages 119-121 of our 2024 Proxy Statement.
(1)The peers are listed on page 73.
(2)Market Cap Weighted Average
 

The Allstate Corporation  |  AllstateProxy.com       17


Table of Contents

Sustainability at Allstate

Allstate’s shared purpose guides how we run the business. Sustainability issues are fundamentally connected to Allstate’s business and providing products and services that are accessible, competitively priced and mindful of environmental and social impacts is important to our strategy.

Our Integrated Approach

Allstate integrates sustainability priorities across the enterprise by embedding them into key efforts like the development of products and services and management of the company’s investment portfolio.

We utilize a Societal Engagement Framework to evaluate, prioritize and communicate Allstate’s participation on important societal issues. Allstate takes a meaningful position on issues that most align with our values and business priorities. The framework is reviewed by the Board of Directors to ensure alignment.

Materiality Assessment
Since 2015, we have collaborated with internal and external stakeholders to discern the issues with the most significant impact on our capacity to generate value, manage risks effectively and meet stakeholder expectations. This helps us identify and assess our most significant risks, opportunities and impacts relating to sustainability. In 2023, we worked in close collaboration with an external consultant to revisit our sustainability priorities.

Results from this materiality assessment helped refine our sustainability initiatives and goals as well as proactively align our sustainability disclosures with emerging trends in global reporting standards and regulations. The results strongly align with Allstate’s existing Transformative Growth strategy, Societal Engagement Framework and Our Shared Purpose, which emphasize customers, products, innovation, climate resilience, data privacy and Inclusive Diversity & Equity.
Sustainability
Report

Read our 2023 sustainability report to see how Allstate is working to create a safer, more sustainable world for future generations.

18       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Sustainability at Allstate

Societal Engagement Framework
Allstate seeks to have a positive impact on society and serve stakeholders. To achieve this, we must focus our resources, maximize our impact and reduce risk. To balance these priorities, we created a societal engagement framework to help inform how we engage as a company on key societal issues with our internal and external stakeholders.

   Six principles inform our position on issues and the actions we take:   
  1. Does it align with our values?    2. Is it important to our
ability to serve customers?
   3. What is our level of
expertise on the issue?
 
     
  4. Do we have an
ability to effect change?
5. Does it affect stakeholders? 6. Does it affect risk adjusted returns?  
     
     
  Societal issues and actions are then categorized as lead, support or no engagement:  
  Lead Support No engagement  
  Advocate and engage actively Work with partners to address the issue
in a way that benefits stakeholders
Monitor and assess the issue but
don’t engage
 
     
     
  Climate Resilience, Data Privacy and Inclusive Diversity & Equity are three key priorities for the company.  



We prioritized three sustainability topics: (1) Climate Resilience, (2) Data Privacy and (3) Inclusive Diversity & Equity.

Climate Resilience. More frequent and severe weather impacts our customers, communities and shareholders. Allstate is protecting homes and communities and advocating for stronger building codes, adequate disaster response capabilities, and public-private partnerships to help homeowners. We work with state and local governments to help create evacuation plans, improve mitigation and address the costs of rebuilding. These efforts lower property damage and insurance costs, and more importantly, keep people safe. To benefit our business, customers and communities, we’ve also made net zero commitments for our operations and invested in the transition to a lower-carbon economy.

Data Privacy. To run our business and serve customers, we use personal information, which we must protect. We do that by maintaining an industry-leading data privacy program, actively managing cybersecurity risks and influencing public policy on data privacy.

Inclusive Diversity & Equity. To achieve Our Shared Purpose, employees, agents and customers must feel comfortable showing up as their authentic selves. Inclusive Diversity & Equity (“IDE”) recognizes and respects unique identities with equitable opportunities and rewards for all and strengthens the way we create opportunity for our team, improve communities, and better protect and serve customers. 

 
Allstate’s impact goes far beyond insuring our customers. We are working to create a more sustainable
world for future generations.

The Allstate Corporation  |  AllstateProxy.com       19


Table of Contents

2024 Proxy Statement
Sustainability at Allstate

Our Sustainability Strategy

FOCUSING ON
IMPORTANT TOPICS…
                      …LEADS TO VALUE CREATION
Planet
We seek to make insurance affordable and available in the face of frequent and severe catastrophic weather. We work to improve climate resiliency while providing adequate returns for shareholders.
Weather related catastrophes have been more severe, impacting customers and our business. Success relies on modeling, pricing, and managing climate-related risks effectively.
Prosperity
Allstate ensures customers have a private, safe and secure digital experience. Shareholders are provided attractive financial returns paired with positive environmental and social impact.
Our reputation and success require us to balance risk and return for customers, employees, shareholders and communities. Allstate is a leading digital insurer and champion for data privacy. We have robust information security policies and systems that protect customer and employee data. As an institutional investor, we pursue prosperity for all through a portfolio that delivers attractive risk-adjusted returns while enhancing impact.
People
Customer protection and employee wellbeing are at the heart of our purpose-driven culture.
We are committed to empowering customers with affordable, simple and connected products and experiences. Our inclusive workplace and diverse supply chain help us better serve our employees and customers. Allstate and The Allstate Foundation continue to make a difference for the people in our communities.

20       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Sustainability at Allstate

Our Key Sustainability Priorities

Allstate has made significant strides in advancing our sustainability goals.


Planet
We incorporate climate risk analysis into product development and pricing and advocate for climate resiliency. We work to mitigate the environmental impacts of our operations, supply chain and investments.
GOALS PROGRESS
Achieve net zero Scope 1 and 2 emissions by 2030 93,521 mt CO2e total Scope 1 and 2 (market-based) emissions in 2022
Convert 100% of Allstate’s fleet to hybrid vehicles by 2025 As of year-end 2023, our fleet of 1,972 vehicles was 58% hybrid
Engage suppliers to disclose their environmental data via CDP, formerly Carbon Disclosure Project, and measure their environmental impact and performance In 2023, 138 suppliers disclosed environmental data via CDP, an 88% response rate

Prosperity
We keep customer data private and secure while responsibly using it to improve customer service. We have robust resources, training and governance guidelines that ensure ethics and integrity in business processes and relationships.
GOALS PROGRESS
Provide cybersecurity education in our communities to empower everyone to be safe online Cyber Safety for Kids and Cyber Safety for Older Adults programs included 10,026 kids (about a 2.4x increase from 2022) and 667 adults (a 14% increase from 2022)
Increase employees’ awareness of security threats and trends 99% of employees who attended cybersecurity events said they learned something new and better to help understand how cybersecurity plays a role in their work

People
The products we offer and the technologies we integrate in them are designed to be affordable, simple and connected. Our organizational culture and commitment to Inclusive Diversity & Equity help every Allstater thrive so our business and customers can thrive.
GOALS PROGRESS
Increase and enhance customer coverage Protection Services policies in force increased 4.3% compared to 2022
Decrease voluntary turnover rate of our 53,000 full-time and 400 part-time employees In 2023, we cut our voluntary turnover rate in half at Allstate U.S. year-over-year to 12%
Maintain or increase Allstate’s employee engagement scores Employee engagement scores have rebounded to pre-pandemic levels: 83.5% of employees have a favorable view of engagement at Allstate, higher than the industry benchmark of 79%
Increase procurement spending with diverse suppliers to reduce supply chain risk while fostering greater economic equity In 2023, we spent $430 million with 2,110 diverse suppliers

The Allstate Corporation  |  AllstateProxy.com       21


Table of Contents

2024 Proxy Statement
Sustainability at Allstate

Responsible Investing – Aligning with Sustainability Priorities

As of December 31, 2023, we managed a $66.68 billion investment portfolio and actively evaluated how sustainability issues impact investment performance. We integrate sustainability considerations into our investment analysis, risk management and decision-making processes and climate change and IDE are considerations in generating strong risk-adjusted returns.


Broad Portfolio
Use limitations, structure and analytics to assess allocation impacts on sustainability goals
GOALS 2023 PROGRESS
Continue to increase the percentage of the portfolio allocated to responsible investments from 12% at year-end 2022 Responsible investments in Allstate’s investment portfolio increased from $7.5 billion to $7.7 billion, with a decrease from 12% to 11% due to overall portfolio appreciation as of year-end 2023, including education, sustainability, affordable housing, health care, green bonds, diverse sponsors, and renewable investments
Strive for $200 million in new commitments with diverse investment sponsors and managers in 2023, nearly 3x historical annual average Allstate achieved $211 million in commitments to diverse investment sponsors and managers


Impact Sub-Portfolio
Invest in solving societal problems in a targeted manner while achieving attractive returns
GOALS 2023 PROGRESS
Expand climate-related investment capabilities and relationships Committed $201 million in climate-related opportunities in 2023


Other Activities
Align investment so they support our sustainability goals
GOALS 2023 PROGRESS
Maintain 2% of trading volumes with minority, women and veteran banking enterprises (“MWVBE”) in 2023 Allstate exceeded our 2023 goal with 3% of trading volumes with diverse brokers
Increase opportunity for women and racially and ethnically diverse individuals in the asset management industry Founding partner of Asset Manager Diversity Accelerator (“AMDA”) program alongside William Blair and LGIM America, a two-year rotational development program for job seekers from diverse and under-represented groups

22       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Sustainability at Allstate

Sustainability Governance Model

Board of Directors
The Board believes sustainability benefits Allstate’s stakeholders and drives long-term value creation.
The Board has oversight responsibility for sustainability and receives regular updates on sustainability priorities.
 
Nominating, Governance and Social Responsibility Committee
The nominating, governance and social responsibility committee supplements the Board’s review of sustainability matters, and receives regular updates on sustainability matters.
Additionally, other Board committees focus on specific components of the sustainability strategy.
The risk and return committee reviews climate change risk. The compensation and human capital committee reviews organizational health and other human capital management practices. The audit committee reviews data privacy and cybersecurity.
 
 
Chief Sustainability Officer
Our chief sustainability officer works with leadership from across the company to guide Allstate’s sustainability efforts and provides regular reports about the company’s progress to the nominating, governance and social responsibility committee and the full Board.
 
ESG Steering Committee
Allstate has had an ESG Steering Committee (formerly, the Sustainability Council) since 2007. This cross-functional management committee supports Allstate’s ongoing commitment to environmental, health and safety, corporate social responsibility, human capital management, corporate governance, sustainability, and other public policy matters.

The committee includes leaders from across the company and is co-chaired by the senior vice president of Corporate Strategy and the chief sustainability officer. The ESG Steering Committee meets regularly.
 
Responsible Investing Committee
The Responsible Investing Committee monitors sustainable investing trends, evaluates sustainable investing best practices, supports the work of the ESG Steering Committee and periodically reports about its activities to senior leaders within Allstate. In conjunction with Allstate’s Investments Risk Committee, the Responsible Investing Committee also monitors our investment portfolio for potential short- and long-term exposures to climate change.
Sustainability Team
The Sustainability team develops the annual sustainability report, responds to ratings and rankings questionnaires, drives employee awareness and engagement with corporate sustainability initiatives and reports to the ESG Steering Committee.

See page 55 for information about the Board’s role in overseeing sustainability.

Sustainability Awards and Recognition

Newsweek America’s Most
Responsible Companies
    Member of Dow Jones
Sustainability North America
and World Indices
    Top Diversity Employer
(DiversityJobs)
 
The Muse Vibe Awards: Best
Companies for Work Flexibility
Forbes World’s Best Employers
Ethisphere World’s Most Ethical Companies

The Allstate Corporation  |  AllstateProxy.com       23


Table of Contents

Voting Roadmap

01 Election of 13 Directors

Donald E. Brown     Kermit R. Crawford     Richard T. Hume     Margaret M. Keane     Siddharth N. (Bobby) Mehta     Maria Morris
Jacques P. Perold     Andrea Redmond     Gregg M. Sherrill     Judith A. Sprieser     Perry M. Traquina     Monica Turner     Thomas J. Wilson
All candidates are highly successful executives with relevant skills and expertise
Average independent director tenure of 7.9 years, with 12 of 13 director candidates independent of management
Diverse slate of directors with broad leadership experience; 61% of the nominees bring gender or ethnic diversity, including three of the four committee chairs
Industry-leading shareholder engagement program and highly-rated corporate governance practices
The Board recommends a vote FOR each director nominee.
See pages 28-65 for further information

(1) Consistent with past practice, Ms. Morris’s committee assignments will be established during her first year of service.

24       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Voting Roadmap

Nominees’ Skills and Experiences Advance Our Strategy

Allstate has a well-rounded, diverse and independent Board with the institutional knowledge of longer-tenured directors and fresh perspectives brought by newer directors. Directors have a variety of skills and experiences developed across a broad range of industries and other public company boards. This enables effective oversight of the business and incorporates best practices.

Key Skill or Qualification Link to Strategy % of Directors
Core Competencies
Strategic and Operational Oversight Demonstrates a practical understanding of developing, implementing and assessing business strategies, key initiatives and annual business plans.
Shareholder Advocacy Understands shareholder expectations and drives change based on engagement feedback.
Corporate Governance Supports Allstate’s goals of strong Board and management accountability, transparency, responsiveness and protection of shareholder interests.
Leadership Possesses strong leadership qualities, encourages robust and thoughtful dialogue and decision-making, and provides succession planning opportunities for Board and committee leadership roles.
Additional Capabilities
Financial Services Assists with understanding the business and strategy of our company.
Risk Management Aids in Board’s role in overseeing the risks facing our company and provides effective oversight of our enterprise risk and return management (“ERRM”) program.
Accounting and Finance Brings financial reporting, audit knowledge and experience in capital markets to support Allstate’s success.
Technology and/or Cybersecurity Supports Allstate’s focus on improving internal operations and the customer experience and protects customer information.
Complex, Highly Regulated Business Understands business regulatory requirements throughout all 50 states and applicable regulations by the U.S. federal government, Canada and other countries.
Sustainability Drives long-term sustainable value creation for shareholders and encourages effective oversight and transparency of Allstate’s sustainability priorities.
Succession Planning and Human Capital Management Ensures that Allstate has sufficient talent, robust development and retention practices and supports our commitment to further inclusive diversity and equity.
Innovation and Customer Focus Helps Allstate grow its brand, enhance its reputation, generate disruptive innovation and extend or create new business models.
Government, Public Policy and Regulatory Affairs Assists in identifying and understanding compliance issues and the effect of governmental actions on our business.
Global Perspective Provides valuable insights on how Allstate should continue to grow and manage its businesses outside the United States.

See page 29 for a detailed individual skills matrix.

               
What’s New Director
Nominees are
Gender and/
or Racially/
Ethnically
Diverse
      Board
Committee
Chairs are
Gender and/
or Racially/
Ethnically
Diverse
      Director
Nominees
are Women
      Director
Nominees
are Racially/
Ethnically
Diverse
      Director
Nominees
that serve
or served
as CEO or
President
 
Ms. Morris was welcomed to the Board this year. She brings strong industry, strategic, operational and risk management expertise.      
 

The Allstate Corporation  |  AllstateProxy.com       25


Table of Contents

2024 Proxy Statement
Voting Roadmap

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

Independent oversight by compensation and human capital committee of the Board
Independent compensation consultant utilized to evaluate and benchmark compensation program
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 2023 was reduced by 50% from the formulaic result of 100% of target due to negative Net Income.
The Board recommends a vote FOR this proposal.
See pages 66-106 for further information

2023 Compensation Program Components

Allstate’s executive compensation program reflects our pay-for-performance culture and supports shareholder alignment while also incentivizing our executives:

      Cash Long-Term Equity-Based Incentive
Fixed    Performance-Based/At-Risk      
                 
COMPONENT Salary Annual Cash Incentive Performance Stock Awards Stock Options
LINK TO SHAREHOLDER VALUE Targeted at 50th percentile of peers to support Allstate’s goal of attracting and retaining top executive talent which ensures strong leadership over Allstate’s businesses.
Motivates and rewards executives for performance on key strategic, operational and financial measures during the year.
2023 measures: Total Premiums, Performance Net Income and Net Investment Income. Payout reduction in the event of negative net income further aligns payouts with shareholder value creation.
Motivates and rewards executives for performance on key long-term measures and aligns the interests of executives with long-term shareholder value.
2023 measures: Average Performance Net Income Return on Equity (“ROE”), Relative Total Shareholder Return, Transformative Growth and Inclusive Diversity and Equity.
Stock options comprise 40% of equity incentives granted in 2023, which was reduced to 20% beginning in 2024 to align executive compensation with long-term shareholder value.

Target Compensation Mix

OTHER NEOs

Performance Metrics             45% Total Premiums
45% Performance Net Income
10% Net Investment Income
            50% Average Performance Net Income ROE
30% Relative TSR
10% Transformative Growth
10% Inclusive Diversity and Equity

26       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Voting Roadmap

03 Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2024

Independent firm with few ancillary services and reasonable fees
Significant industry and financial reporting expertise
The audit committee annually evaluates Deloitte & Touche LLP and has determined that its retention continues to be in the best interests of Allstate and its shareholders
The Board recommends a vote FOR this proposal.
See pages 107-110 for further information

04 Shareholder Proposal to have an Independent Board Chairman

It is in the best interests of Allstate’s stockholders for the Board to have the ability to determine the best person to serve as Board Chair
Allstate’s independent Lead Director provides additional leadership of the Board
There are other structural safeguards to provide effective independent oversight of Allstate
The Board recommends a vote AGAINST this proposal.
See pages 111-112 for further information

Based off feedback from our shareholder engagement throughout the year, shareholders are supportive of Allstate’s governance and compensation practices.

The Allstate Corporation  |  AllstateProxy.com       27


Table of Contents

01 Election of 13 Directors

VOTING RECOMMENDATION:
The Board recommends a vote FOR each director nominee.
What am I voting on?

The Board recommends 13 nominees for election to the Allstate Board for one-year terms beginning in May 2024 and until a successor is duly elected and qualified or his or her earlier resignation or removal.

Overview

All candidates are highly successful executives with relevant skills and expertise
Average independent director tenure of 7.9 years, with 12 of 13 director candidates independent of management
Diverse slate of directors with broad leadership experience; 61% of the nominees bring gender or ethnic diversity, including three of the four committee chairs
Industry-leading shareholder engagement program and highly-rated corporate governance practices

Each nominee was previously elected at Allstate’s annual meeting of shareholders on May 23, 2023, for a one-year term, with the exception of Ms. Morris who joined the Board in 2024. 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.

29 Our Director Nominees
29 The Director Nominees at a Glance
30 Director Biographies
37 Board and Nominee Independence Determinations
38 Board Governance
38 Effective Board Governance at Allstate
39 Board Composition
41 Board Structure
48 Engaged Oversight
58 Board Effectiveness
61 Board Accountability
63 More Information
64 Director Compensation

28       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Our Director Nominees
The Director Nominees at a Glance

Skills and Experiences
Name and Principal Occupation
Thomas J. Wilson
Chair, President and CEO of
The Allstate Corporation
M 66 17 0
Gregg M. Sherrill
Independent Lead Director
Former Chair and CEO of
Tenneco Inc.
M 71 6 1
Donald E. Brown
Former Executive Vice
President and Chief
Innovation Officer of
NiSource, Inc.
M 52 4 0
Kermit R. Crawford
Former President and Chief
Operating Officer of Rite
Aid Corporation
M 64 11 2
Richard T. Hume
CEO of TD SYNNEX
M 64 4 1
Margaret M. Keane
Former Chair, CEO and
President of Synchrony
Financial
F 64 6 1
Siddharth N. (Bobby) Mehta
Former President and CEO of
TransUnion
M 65 10 2
Maria Morris
Former EVP and Head of
Global Benefits at MetLife
F 61 <1 2
Jacques P. Perold
Former President of Fidelity
Management & Research
Company
M 65 8 1
Andrea Redmond
Former Managing Director
of Russell Reynolds
Associates Inc.
F 68 14 0
Judith A. Sprieser
Former CEO of Transora Inc.
and senior executive at
Sara Lee Corporation
F 70 24 2
Perry M. Traquina
Former Chairman, CEO
and Managing Partner of
Wellington Management
Company LLP
M 67 7 2
Monica Turner
President, North America at
Procter & Gamble
F 58 1 0
Committee Chair      Audit Committee      Compensation and Human Capital Committee      Executive Committee      Nominating, Governance and Social Responsibility Committee      Risk and Return Committee

The Allstate Corporation  |  AllstateProxy.com       29


Table of Contents

2024 Proxy Statement
Corporate Governance

Director Biographies

Donald E.
Brown
Independent
Age 52
Director since 2020 (4 years of tenure)
Professional Experience
Former Executive Vice President and Chief Innovation Officer of NiSource, Inc., a highly regulated natural gas and electric utilities company serving customers across multiple states.
Former EVP and CFO of NiSource, Inc.
Other Public Board Service
None
Attendance at Board/Committee Meetings
20/20
Key Experience and Qualifications
Risk Management: Overall responsibility for identifying and evaluating financial risk exposures and determining steps to mitigate those risks during tenure at NiSource.
Accounting and Finance: Significant financial and accounting experience leading the financial operations of one of the largest utility companies in the country.
Technology and/or Cybersecurity: In-depth understanding of technological advancements and operational transformation to enhance the customer experience.
Complex, Highly Regulated Businesses: Regulatory expertise within the heavily regulated utilities industry.
Sustainability: Experience developing and leading transition to a less carbon-intensive business model.
Succession Planning and Human Capital Management: Responsibilities as senior leader at NiSource included oversight of employee recruitment, development and retention, as well as leadership of large teams.
Innovation and Customer Focus: Experience overseeing business focused on delivering safe, reliable and efficient services to customers and communities.
Government, Public Policy and Regulatory Affairs: Deep understanding of compliance and governmental requirements as a senior leader of one of the largest fully regulated utility companies in the United States.

Committee Assignments and Rationale

Audit Committee
Multiple leadership positions with financial oversight responsibility, including as former CFO at NiSource.
Nominating, Governance and Social Responsibility Committee
Management and leadership experience as senior leader of NiSource, including oversight of employee talent and retention programs.
Experience leading climate strategies for large gas and electric company.
 

Kermit R. Crawford
Independent
Age 64
Director since 2013 (11 years of tenure)
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 Walgreens Co., which operates one of the largest drugstore chains in the United States.
Former Director of TransUnion and LifePoint Health.
Other Public Board Service
C.H. Robinson (2020–present)
Visa (2022–present)
Attendance at Board/Committee Meetings
21/21
Key Experience and Qualifications
Risk Management: Deep understanding of consumer experiences and insights, and extensive experience in business strategy and risk management.
Accounting and Finance: Responsible for all operational aspects of large drugstore chains throughout the country, including financial results.
Technology and/or Cybersecurity: Effectively led operational change, including through the use of technology.
Complex, Highly Regulated Businesses: Expertise assessing the strategies and performance of a geographically distributed and consumer-focused service business in a highly competitive industry.
Sustainability: Over 30 years of operational experience included driving sustainability initiatives. Experience also gained as current chair of governance committee at another public company.
Succession Planning and Human Capital Management: Responsibilities as senior leader at leading retail drugstore chains included leadership of large divisions and human capital priorities and culture.
Innovation and Customer Focus: Effectively oversaw transition of pharmacy experience from a model focused primarily on drug delivery to a pharmacist-patient centric model.
Government, Public Policy and Regulatory Affairs: Understanding of legal and regulatory requirements relevant for large, public companies to ensure compliance.

Committee Assignments and Rationale

Audit Committee (Chair)
Responsibility for all aspects of strategic, operational and profit and loss management of two of the largest drugstore chains in the United States.
Board leadership and eleven years tenure on Allstate Board.
Current member of the audit committee at Visa and former member of the audit committees at TransUnion and LifePoint Health.
Risk and Return Committee
Operational experience at large, geographically dispersed service organizations.
Chair of Allstate audit committee.

30       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Richard T. Hume
Independent
Age 64
Director since 2020 (4 years of tenure)
Professional Experience
Current CEO and director of TD SYNNEX, a global IT distribution and solutions company.
Former COO of Tech Data Corporation.
Former General Manager and COO, Global Technology Services at IBM.
Other Public Board Service
TD SYNNEX (2021–present)
Attendance at Board/Committee Meetings
21/21
Key Experience and Qualifications
Risk Management: Deep understanding of risk evaluation and management throughout business transformation.
Accounting and Finance: Strong operational experience through various roles, including overseeing financial and accounting operations and as a financial executive at IBM.
Technology and/or Cybersecurity: Extensive technology background as a senior leader at IBM and CEO of an IT distribution and solutions company.
Global Perspective: Experience overseeing all aspects of global operations of TD SYNNEX.
Sustainability: Experience developing and driving sustainability initiatives in role as CEO of a public company.
Succession Planning and Human Capital Management: Significant management and succession planning experience through various senior leadership roles.
Innovation and Customer Focus: Experience overseeing innovative strategy, technological advancement and transformative growth in global business services.

Committee Assignments and Rationale

Compensation and Human Capital Committee
Significant management experience leading large companies as CEO and COO.
Comprehensive market knowledge of executive compensation, recruitment and succession practices as CEO of TD SYNNEX.
Risk and Return Committee
In-depth understanding of technology, innovation and transformative growth.
Responsibility for strategic direction of large technology company.
 

Margaret M. Keane
Independent
Age 64
Director since 2018 (6 years of tenure)
Professional Experience
Former Chair, CEO and President of Synchrony Financial, a consumer financial services company.
Former President and CEO of GE Capital Retail Finance.
Other Public Board Service
Tenable (2023–present)
Attendance at Board/Committee Meetings
20/20
Key Experience and Qualifications
Financial Services: Extensive operational and strategic experience in the consumer financial services industry as CEO of Synchrony Financial.
Risk Management: In-depth understanding and experience in risk and return management as CEO of financial services company.
Accounting and Finance: Responsible for overall operations of large financial services company.
Technology and/or Cybersecurity: Valuable insights into innovation and technology transformation strategies for a large financial services company.
Complex, Highly Regulated Businesses: Successful leadership experience across roles spanning consumer finance, vendor financial services, operations and quality.
Sustainability: Drove various sustainability priorities and programs throughout tenure as CEO, including diversity and inclusion initiatives.
Succession Planning and Human Capital Management: Significant experience in developing succession planning and performance goals as CEO of Synchrony Financial.
Innovation and Customer Focus: Led strategic and technology transformation in rapidly changing consumer payments industry.
Government, Public Policy and Regulatory Affairs: Experience working with Business Roundtable to promote a thriving U.S. economy and expanded opportunity for all Americans through sound public policy.

Committee Assignments and Rationale

Compensation and Human Capital Committee
Substantial experience in establishing management performance objectives and specific goals.
Significant market knowledge of executive compensation as the former CEO of Synchrony Financial.
Nominating, Governance and Social Responsibility Committee
Board leadership as former Chair of Synchrony Financial.
Thought leader and driver of inclusion and diversity initiatives.

The Allstate Corporation  |  AllstateProxy.com       31


Table of Contents

2024 Proxy Statement
Corporate Governance

Siddharth N. (Bobby) Mehta
Independent
Age 65
Director since 2014 (10 years of tenure)
Professional Experience
Former President and CEO of TransUnion, a global provider of credit information and risk management solutions.
Former CEO, HSBC North America Holdings Inc.
Former CEO, HSBC Finance Corporation.
Former Director of TransUnion and Piramal Enterprises Ltd.
Other Public Board Service
JLL (Jones Lang LaSalle Incorporated) (2019–present)
Northern Trust Corp. (2019–present)
Attendance at Board/Committee Meetings
21/21
Key Experience and Qualifications
Financial Services: Extensive operational and strategic experience in the industry as CEO of TransUnion and HSBC Finance Corporation.
Risk Management: Deep understanding of identifying and managing risk within global risk and information solutions provider.
Accounting and Finance: Multiple leadership positions with financial and accounting oversight responsibility throughout career.
Technology and/or Cybersecurity: Experience overseeing cybersecurity risk initiatives and programs as director at other public companies.
Global Perspective: Demonstrated leadership that increased revenues and global reach through the use of technology.
Complex, Highly Regulated Businesses: Valuable insights into the highly regulated insurance industry and investment activities throughout career in financial services industry.
Sustainability: Investor in climate analytics company and thorough understanding of climate risk at financial services company.
Succession Planning and Human Capital Management: Led human capital and diversity and inclusion initiatives and oversaw succession planning during tenure as CEO.
Innovation and Customer Focus: Significant experience within customer-centric banking and credit markets including the use of advanced analytics.
Government, Public Policy and Regulatory Affairs: Understanding of compliance issues within highly regulated financial services industry and effect of governmental actions.

Committee Assignments and Rationale

Risk and Return Committee (Chair)
Significant experience in financial markets and utilization of data and analytics.
In-depth understanding and experience in risk and return management as a director and former CEO.
Audit Committee
Multiple leadership positions with financial oversight responsibility, including President and CEO of TransUnion, CEO of HSBC Finance Corporation and CEO of HSBC North America Holdings Inc.
Chair of Allstate risk and return committee.
 

Maria Morris
Independent
Age 61
Director since 2024 (<1 years of tenure)
Professional Experience
Former Executive Vice President, Global Employee Benefits Business, MetLife.
Other senior leadership roles during 33-year career at MetLife including Interim Head of MetLife U.S. Business, Interim Chief Marketing Officer and Head of Global Technology and Operations.
Other Public Board Service
S&P Global (2016–present)
Wells Fargo (2018–present)
Attendance at Board/Committee Meetings
Joined in 2024
Key Experience and Qualifications
Financial Services: Extensive operational and strategic experience in the industry gained through tenure at MetLife.
Risk Management: In-depth understanding of risks relevant to financial services and insurance industries and additional experience gained as risk committee chair at another public company.
Accounting and Finance: Held multiple leadership positions throughout career at MetLife requiring financial and operational oversight and serves as chair of audit committee at another public company.
Technology and/or Cybersecurity: Expertise gained through role as Head of Global Technology and Operations at MetLife including oversight of $1.6 billion technology portfolio.
Global Perspective: Responsibility for MetLife’s U.S. Business and Employee Benefits business in more than 40 countries.
Complex, Highly Regulated Businesses: Brings valuable strategic, operational and industry experience in heavily-regulated insurance industry from 33-year career with MetLife.
Sustainability: Over 30 years of leadership experience with insurance company including driving sustainability initiatives relevant to industry and oversight of refreshed corporate responsibility strategy.
Succession Planning and Human Capital Management: Expert in employee benefits, succession planning and human capital management, as well as member of human resources committee at another public company.
Innovation and Customer Focus: Experience acquired through various leadership roles including as Interim Chief Marketing Officer at MetLife.

Committee Assignments and Rationale

Consistent with past practice, committee assignments will be established during first year of service.

32       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Jacques P. Perold
Independent
Age 65
Director since 2015 (8 years of tenure)
Professional Experience
Chair and founder of CapShift, an investment advisory firm.
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.
Other Public Board Service
MSCI Inc. (2017–present)
Attendance at Board/Committee Meetings
21/21
Key Experience and Qualifications
Financial Services: Led investments and operations for large mutual fund as well as founded investment advisory firm.
Risk Management: Deep understanding of risks relevant to financial services industry, specifically related to investment activities.
Accounting and Finance: Held multiple leadership positions throughout career requiring financial and accounting oversight responsibilities.
Technology and/or Cybersecurity: Experience using data-driven tools and solutions to help clients build more effective portfolios.
Complex, Highly Regulated Businesses: In-depth understanding of SEC and FINRA rules that regulate financial services industry.
Sustainability: Served as chair of corporate responsibility committee at another public company which includes oversight of sustainability initiatives.
Succession Planning and Human Capital Management: As senior business leader, established executive compensation program management objectives and goals.
Innovation and Customer Focus: Leader of one of the world’s largest asset managers representing customers with nearly $4 trillion assets under management.

Committee Assignments and Rationale

Audit Committee
Multiple leadership positions with financial and operational oversight responsibilities, including as President of Fidelity Management & Research Company.
Risk and Return Committee
Significant experience in management and oversight of risk for three large asset management firms.
Current trustee of several mutual funds.
 

Andrea Redmond
Independent
Age 68
Director since 2010 (14 years of tenure)
Professional Experience
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.
Independent consultant providing executive recruiting, succession planning and human capital management services.
Other Public Board Service
None
Attendance at Board/Committee Meetings
20/20
Key Experience and Qualifications
Financial Services: Substantial experience in financial services leadership selection and executive development.
Risk Management: Extensive experience in assessing necessary board capabilities and evaluating director candidates to ensure adequate risk oversight on boards.
Complex, Highly Regulated Businesses: Operational and strategic knowledge of highly regulated financial service companies gained through experience in recruiting senior leaders.
Sustainability: Leads sustainability oversight responsibilities as chair of nominating, governance and social responsibility committee.
Succession Planning and Human Capital Management: Expert in public company succession planning, human capital management and executive compensation across wide range of industries.
Innovation and Customer Focus: Valuable insights and judgment gained through supporting high-performance organizations and clients in executing on corporate strategies.
Government, Public Policy and Regulatory Affairs: Experience overseeing public policy issues and reporting as part of director responsibilities at Allstate.
Global Perspective: Significant experience providing executive recruiting and succession planning services for large global search firm.

Committee Assignments and Rationale

Nominating, Governance and Social Responsibility 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 Human Capital 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.

The Allstate Corporation  |  AllstateProxy.com       33


Table of Contents

2024 Proxy Statement
Corporate Governance

Gregg M. Sherrill
Independent Lead Director
Age 71
Director since 2017 (6 years of tenure)
Professional Experience
Former Executive Chair, CEO and director 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.
Other Public Board Service
Snap-on Inc. (2010–present)
Attendance at Board/Committee Meetings
18/18
Key Experience and Qualifications
Risk Management: In-depth understanding of risk and return management as CEO and director.
Accounting and Finance: Created financial strategies and implemented operating plans to increase revenues and profitability during tenure at Tenneco.
Technology and/or Cybersecurity: Technology expertise gained during tenure as a senior operating executive.
Global Perspective: Successfully managed international operations as CEO of a global public company with employees in 23 countries.
Complex, Highly Regulated Businesses: Brings valuable insights and extensive operational and strategic experience within regulated automotive industry.
Sustainability: Oversight of sustainability priorities gained throughout tenure as leader of a large public company, specifically related to emissions control.
Succession Planning and Human Capital Management: Significant management experience, including executive recruitment and compensation programs.
Innovation and Customer Focus: Valuable insights into transformation and innovation within customer-centric automotive industry.
Government, Public Policy and Regulatory Affairs: Understanding of public policy and regulatory issues and participation with trade associations.

Committee Assignments and Rationale

Lead Director

Extensive board leadership experience as former Chair of Tenneco and former chair of organization and executive compensation committee at Snap-On.
Successfully led large, global manufacturing company through strategic growth and operational change.
Possesses strong integrity and professional credibility with the other directors and has excellent knowledge of Allstate’s strategy and business.
Nominating, Governance and Social Responsibility Committee
Significant leadership experience as the former Chair and CEO of Tenneco, including oversight over sustainability and governance matters.
Experience on corporate boards.
 

Judith A. Sprieser
Independent
Age 70
Director since 1999 (24 years of tenure)
Professional Experience
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, Reckitt Benckiser Group plc and Jimmy Choo plc.
Other Public Board Service
Newell Brands Inc. (2018–present)
Intercontinental Exchange Inc. (2004–present)
Attendance at Board/Committee Meetings
21/21
Key Experience and Qualifications
Financial Services: Tenure as Allstate director has provided deep knowledge and understanding of financial services industry.
Risk Management: Risk and return management expertise gained through service on boards of multiple publicly traded companies.
Accounting and Finance: Extensive evaluation of financial statements and supervision of financial executives during tenure as CFO.
Global Perspective: Experience gained through service on boards of international companies.
Complex, Highly Regulated Businesses: Understanding of government regulations relevant to insurance industry acquired through tenure as Allstate director.
Sustainability: Tenure as executive officer and director at other public companies, including as former Lead Director at Allstate, has included oversight of sustainability initiatives and programs.
Succession Planning and Human Capital Management: Significant executive management and succession planning experience gained through service on other boards and as a former CEO.
Innovation and Customer Focus: Wide-ranging operational experience at a consumer goods company.

Committee Assignments and Rationale

Compensation and Human Capital Committee
Extensive experience leading other large companies as CEO and CFO.
Experience serving on boards of other publicly traded and international companies.
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.

34       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Perry M. Traquina
Independent
Age 67
Director since 2016 (7 years of tenure)
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 $1 trillion of assets under management.
Held a series of positions of increasing responsibility at Wellington, including Partner and President.
Other Public Board Service
Morgan Stanley (2015–present)
eBay Inc. (2015–present)
Attendance at Board/Committee Meetings
20/21
Key Experience and Qualifications
Financial Services: Strong financial services and investment management expertise as CEO of large investment management firm.
Risk Management: Deep understanding of risk and return management within financial services industry and brings outside perspective as chair of risk committee at another public company.
Accounting and Finance: Expertise in evaluating financial statements and reports gained through service on audit company at another public company as well as financial background.
Technology and/or Cybersecurity: Experience on another public company audit committee includes oversight of cybersecurity programs.
Global Perspective: Led one of the world’s largest global investment management firms including the globalization of Wellington’s investment platform.
Complex, Highly Regulated Businesses: In-depth understanding of SEC and FINRA rules that regulate financial services industry.
Sustainability: Oversaw sustainability initiatives during tenure as CEO and chairman of Wellington and provides insights gained from service on other public company boards.
Succession Planning and Human Capital Management: Deep understanding of executive compensation practices.
Innovation and Customer Focus: Built a world-class investment organization by more than doubling assets under management during tenure.
Government, Public Policy and Regulatory Affairs: Brings valuable market-oriented investor perspective.

Committee Assignments and Rationale

Compensation and Human Capital Committee (Chair)
Significant management experience as former Chairman and CEO of Wellington Management Company LLP from 2004 through June 2014.
Shareholder perspective on compensation and human capital 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.
 

Monica Turner
Independent
Age 58
Director since 2023 (1 year of tenure)
Professional Experience
Current President, North America of Procter & Gamble.
Former President, North America Sales of Procter & Gamble.
Former EVP and Head of Sales, North America of Procter & Gamble.
Other Public Board Service
None
Attendance at Board/Committee Meetings
21/21
Key Experience and Qualifications
Financial Services: Overall responsibility for all financial, sales and operational aspects of the largest and most profitable region of a global consumer goods company.
Risk Management: Significant experience in management and oversight of risk and return for a large consumer goods company.
Accounting and Finance: Significant accounting and financial oversight experience gained through leadership of several business units within Procter & Gamble.
Technology and/or Cybersecurity: Experience delivering transformational results through technology in role as head of largest region of Procter & Gamble.
Global Perspective: Extensive experience gained during tenure with one of the world’s largest consumer goods companies, including membership on Procter & Gamble’s Global Leadership Council.
Sustainability: Responsibility for sustainability initiatives and programs for North America region of Procter & Gamble.
Succession Planning and Human Capital Management: Recognized leader of equality and inclusion within Procter & Gamble and the broader community.
Innovation and Customer Focus: Wide-ranging operational and leadership experience at consumer goods company, serving 370 million consumers in the region.
Government, Public Policy and Regulatory Affairs: Responsible for operations, spanning sales offices, technical centers, manufacturing plants and mixing centers and partners with multiple government agencies.

Committee Assignments and Rationale

Audit Committee
Multiple leadership positions with financial oversight responsibility in several business units across Procter & Gamble.
Nominating, Governance and Social Responsibility Committee
Significant leadership experience as President at Procter & Gamble, including oversight of sustainability programs.
Recognized thought leader on equality and inclusion.

The Allstate Corporation  |  AllstateProxy.com       35


Table of Contents

2024 Proxy Statement
Corporate Governance

Thomas J. Wilson
Board Chair, President and Chief Executive Officer
Age 66
Director since 2006 (17 years of tenure)
Professional Experience
CEO since January 2007 and Chair of Board since May 2008.
President from June 2005 to January 2015 and from February 2018, to present.
Held senior executive roles other than CEO, having led all major operating units.
Former director at State Street Corporation.
Other Public Board Service
None
Attendance at Board/Committee Meetings
7/7
Key Experience and Qualifications
Financial Services: Extensive experience gained within financial services industry throughout entire career, including 29 years with Allstate and holds other active leadership positions in the industry.
Risk Management: Created and implemented Allstate’s risk and return optimization program, allowing Allstate to withstand the financial market crisis while also continuing to adapt to increased severe weather.
Accounting and Finance: Experience with strategic, financial and operational planning and analysis gained over tenure with Allstate, including as CEO and COO.
Technology and/or Cybersecurity: Led investments in innovative products and services at Allstate including telematics, digital protection solutions and customer-centric innovations.
Global Perspective: Leads Fortune 100 company with operations and over 20% of employees outside of the U.S.
Complex, Highly Regulated Businesses: Valuable insights into the highly regulated insurance industry and investment activities gained throughout career at Allstate, board service at State Street and vice chair role at Federal Reserve Bank of Chicago.
Sustainability: Enhanced sustainability initiatives at Allstate and is noted public advocate for business playing a broad role in society.
Succession Planning and Human Capital Management: Extensive experience leading large teams and provides valuable insights in executive recruitment and succession planning.
Innovation and Customer Focus: Shaped and executed initiatives to fulfill Allstate’s role with, and responsibilities to, its customers and other key stakeholders. Created and led Transformative Growth strategy to build a digital insurance business model.
Government, Public Policy and Regulatory Affairs: Understanding of legal and regulatory requirements relevant for large, public companies to ensure compliance and extensive experience as chair of U.S. Chamber of Commerce and member of Financial Services Roundtable and Property-Liability CEO Forum.

Committee Assignments and Rationale

Executive Committee (Chair)
Comprehensive knowledge of Allstate’s business and industry, with 29 years of leadership experience at the company.
Significant governance experience through Allstate and leadership of industry associations.

36       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Board and Nominee Independence Determinations
The Board has determined that all nominated directors, other than Mr. Wilson, are independent according to applicable law, the NYSE listing standards and the Board’s Director Independence Standards. The Board’s Director Independence Standards 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 human capital, nominating, governance and social responsibility, and risk and return committees are independent according to applicable laws, the NYSE listing standards and the Board’s Director Independence Standards.

Additional Independence Considerations
When evaluating the independence of director nominees, the Board weighs numerous factors, including tenure and service on other public company boards.

Directors with more than 12 years of service are subject to specific considerations to ensure an undiminished level of independence. In particular, the Board weighed the potential impact of tenure on the independence of our longest-serving directors, Mses. Redmond and Sprieser. Ms. Redmond provides valuable perspectives and expertise on matters of significance to Allstate and is a respected leader in the Board room. The Board concluded that Ms. Redmond is a valued director who fulfills her responsibilities with independent-minded oversight. Ms. Sprieser has significant experience serving at Allstate under different operating environments, management teams and financial market cycles 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. Mses. Redmond and Sprieser appropriately challenge management and the status quo, and are reasoned, balanced and thoughtful in Board deliberations and in communications with management. The Board determined that each of Ms. Redmond and Ms. Sprieser’s independence from management has not been diminished by their years of service.

Related Person Transactions
The nominating, governance and social responsibility 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.

Since the beginning of 2023, there were no related person transactions identified.

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 shareholders 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 interests of Allstate and its shareholders. 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.

The Allstate Corporation  |  AllstateProxy.com       37


Table of Contents

2024 Proxy Statement
Corporate Governance

Board Governance

Effective Board Governance at Allstate

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 shareholder value and serve the interests of shareholders.

1
 
Board Composition
See pages
39-40
Regularly consider candidates in light of current skill sets and needs, as well as in anticipation of retirements, resignations or changing business dynamics
All candidates evaluated and considered for their expertise, professional experiences and leadership
Diversity, including race, gender, ethnicity and culture, are also important factors in consideration of Board composition
Added four new directors within the last five years
     
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.
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
6.Boards should develop management incentive structures that are aligned with the long-term strategy of the company
 
2
 
Board Structure
See pages
41-47
Clearly defined roles for Board leadership
Strong Board independence with 12 out of 13 members independent of management, including all standing committee members
Instituted written policy to rotate Lead Director every three to five years and appointed new Lead Director in 2021
Independent Board Committees with frequent executive sessions
Appropriate director compensation structured in a manner that is aligned with shareholder interests
Board and Committee agendas and materials are prepared in collaboration with Lead Director and committee chairs
 
3 Engaged Oversight
See pages
48-57
Frequent reviews of Allstate’s significant risks, including strategic, climate, human capital practices, culture, financial, investment markets and cybersecurity
Ongoing reviews of sustainability strategy, human capital management, organizational health and Inclusive Diversity and Equity
4 Board Effectiveness
See pages
58-60
Board evaluation process includes multiple assessments and separate performance reviews of the Board, committees and individual directors
Robust director orientation and continuing director education program
High ratings of corporate governance by leading proxy advisory firm
5
 
Board Accountability
See pages
61-63
Comprehensive and continuous shareholder engagement program based on dialogue, transparency and responsiveness
Interactive investor dialogue provides perspective on investor concerns
Feedback is provided to the Board and actions are taken to reflect shareholder sentiment and ensure continued best practice
 

38       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Board Composition 1

Essential Characteristics of Effective Directors
The Board considers multiple characteristics essential for each nominee to ensure Board excellence and effectiveness. These characteristics are considered for proposed and standing directors consistent with the criteria described in the Corporate Governance Guidelines (available at www.allstateinvestors.com).

 
      Core Competencies
Strategic oversight, shareholder advocacy, corporate governance and leadership are required core competencies of all director nominees to ensure effective oversight of the company.
      Additional Capabilities
Other skills, expertise and experience are needed on the Board to further facilitate effective oversight of Allstate’s business strategies and priorities. These are described on page 25.
      Independent
Directors should be free of interests or affiliations that could give rise to a biased approach to directorship responsibilities or a conflict of interest and be free of any significant relationship with Allstate that would interfere with the director’s exercise of independent judgment.
     
 
Committed and Engaged
Board members should have the ability 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.
Other Directorships
The Board 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.
  Diversity in its broadest sense is a key consideration in identifying and evaluating directors for nomination. Our nominating, governance and social responsibility committee considers a number of demographics and other factors, including race, gender and ethnicity, to ensure the Board reflects diverse viewpoints, backgrounds, skills, experiences and expertise.
      Our Nominees 3  Black/African American Asian/Other Pacific Islander      
5  Women

The Allstate Corporation  |  AllstateProxy.com       39


Table of Contents

2024 Proxy Statement
Corporate Governance

Board Nomination Process
The Board continually considers potential director candidates in anticipation of retirements, resignations or the need for additional capabilities. Below is a description of the ongoing process to identify highly qualified candidates for Board service.

Board nominees are identified through a retained search firm, suggestions from current directors and shareholders and through other methods, including self-nominations. Our newest director, Ms. Morris, was recommended by a current director.

The nominating, governance and social responsibility committee will consider director candidates recommended by a shareholder in the same manner as all other candidates recommended by other sources. A shareholder may recommend a candidate at any time of the year by writing to the Office of the Secretary, The Allstate Corporation, 3100 Sanders Road, Northbrook, IL 60062, or by email submission to invrel@allstate.com.

A shareholder or group of up to 20 shareholders 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.

1 Evaluate Board Composition Ensure Board is strong in core competencies of strategic oversight, corporate governance, shareholder advocacy and leadership and has diversity of skills, expertise and perspectives to meet existing and future business needs
                           
 
2 Assess Potential Candidates To ensure appropriate personal qualities, such as independence of mind, tenacity and skill set to meet existing or future business needs and strategic priorities
 
 
3 Consider Diversity The Board considers a number of demographic factors to develop a Board that, as a whole, reflects diverse representation, viewpoints and backgrounds
 
 
4 Meet with Qualified Candidates To ensure alignment with Board culture, effectiveness and excellence
 
 
5 Check Conflicts of Interest and References All candidates are screened for conflicts of interest and independence
 
 
6 Nominating, Governance and Social Responsibility Dialogue To consider shortlisted candidates, and after deliberations, recommend candidates for election to the Board
 
 
7 Board Dialogue and Decision Added four highly qualified directors in the past five years

40       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Board Structure 2

Board Leadership
Currently, our Board leadership structure consists of an independent Lead Director, a Chair (who is also our CEO) and independent committee chairs. The Board believes that this structure provides strong Board leadership and engagement while providing the benefit of having our CEO, the individual with primary responsibility for managing the company’s day-to-day operations, chair regular Board meetings as key business and strategic issues are discussed.

The Board regularly reviews its leadership structure and thoroughly evaluates whether to combine or to split the chair and CEO roles. In doing so, the independent directors consider the recommendation of the nominating, governance and social responsibility committee, the current circumstances at Allstate, skills and experience of the individuals involved and leadership composition of the Board. Thus, the Board retains flexibility to choose its optimal leadership structure depending upon Allstate’s particular needs and circumstances and to organize its functions and conduct its business in the most effective manner.

The independent directors have determined Allstate is well served by having Mr. Wilson hold the roles of Chair and CEO. Mr. Wilson has more than 29 years of insurance industry experience, has extensive company knowledge, has demonstrated successful leadership of external boards and provides excellent leadership for both management and the Board. He is highly 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. This promotes better alignment of Allstate’s long-term strategic priorities with its operational execution. The Board has strong independent oversight through Allstate’s independent Lead Director and 12 independent directors.

Structure of the Board and Its Committees
Allstate’s Chair and CEO provides excellent leadership and direction for both management and the Board. The independent Lead Director is empowered with, and exercises, robust, well-defined duties. The Board is composed of experienced and committed independent directors that provide objective independent Board leadership and effectively engage and oversee management. The Board committees have objective, experienced chairs and members.

Chair of the Board
Purpose: Serves as the primary voice to articulate Allstate’s long-term strategic priorities, performance and operating results, as well as ensures management is providing the proper information and analysis to the Board to facilitate effective oversight. Significant dialogue with stakeholders on governance, strategy and operating performance facilitates Board effectiveness.
Independent Lead Director
Purpose: Collaborates with Chair/CEO on Board meeting agendas, effectiveness, planning matters and other related topics of management oversight. Participates in shareholder engagement. Serves as a liaison between the Chair and the independent directors to provide a supplemental channel of communication.
Board of Directors
Purpose: Provides objective oversight of management, reviews the CEO’s performance and succession planning and approves CEO compensation. Oversees Allstate’s strategy, operating performance and sustainable value creation.
Audit Committee   Compensation and
Human Capital Committee
  Nominating, Governance and
Social Responsibility Committee
  Risk and Return Committee
Purpose: Assist the Board in fulfilling its responsibilities related to the topics described in the committee descriptions below and as may be delegated by the Board from time to time.
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 2023.

The Allstate Corporation  |  AllstateProxy.com       41


Table of Contents

2024 Proxy Statement
Corporate Governance

Independent Lead Director
Allstate’s Board believes that a strong Lead Director role with clearly defined responsibilities provides effective independent management oversight. A strong Lead Director role has been in place for over thirteen years and the roles and responsibilities have been enhanced over time based on review of the role and shareholder feedback. 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 expected that the Lead Director serve three to five years.

Gregg Sherrill
Current Lead Director

Mr. Sherrill was named independent Lead Director in May 2021. As a director at Allstate since 2017, Mr. Sherrill has served on the audit and nominating, governance and social responsibility committees. During his tenure on Allstate’s Board, he has cultivated an expansive knowledge of Allstate through business growth, strategic advances, operational and organizational changes and an evolving external environment. His leadership, knowledge and experience balances the perspectives of both the longer-tenured Board members and newer directors.

Considerations in Selecting 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 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. In 2021, Mr. Sherrill was chosen by the independent directors as he exemplified these characteristics. He has significant board leadership experience, including as former chairman of Tenneco and former chair of the organization and executive compensation committee of Snap-On. The independent directors believe that Mr. Sherrill is exceptionally well-qualified to serve as Allstate’s independent lead director.

Q&A with Allstate’s independent Lead Director
Q: What do you most appreciate about Allstate’s Board culture?
A: “I appreciate my fellow directors’ collegial and respectful dialogue. They are always willing to appropriately challenge the status quo in a constructive manner.”
Q: What do you believe were the Board’s biggest accomplishments in 2023?
A: “We successfully oversaw the company’s profit improvement plan, which generated positive results for the last quarter of 2023.”
Q: What have you found most beneficial about meeting with Allstate’s shareholders?
A: “Shareholders are sincerely interested in Allstate. There is a lot to be gained through open and frequent dialogue and we have incorporated many shareholder suggestions into our practices over the years.”

Duties and Responsibilities
INDEPENDENT LEAD DIRECTOR
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
CEO Performance Evaluation
Facilitates and communicates the Board’s performance evaluation of the Chair and CEO with the chair of the compensation and human capital committee
Succession Plans
Facilitates the development of a succession plan for the Chair and CEO
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 Shareholders
Communicates with significant shareholders and other stakeholders on matters involving broad corporate policies and practices, when appropriate
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
Board and Individual Director Evaluations
Participates in the evaluation of individual director, Board and committee performance with the chair of the nominating, governance and social responsibility committee and the Chair

42       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

The Allstate Corporation Board of Directors

   
Gregg Sherrill,
Independent
Lead Director
  Thomas J.
Wilson,

Chair

“This past year, the Board spent considerable time reviewing Allstate’s strategy to increase shareholder value by improving profitability and progress on Transformative Growth initiatives. We reviewed CEO succession planning and key leadership development and received updates on the company’s inclusive diversity and equity strategy. We also added a Board member who brings valuable industry and strategic experience, which further complements the Board’s robust capabilities and diversity of thought.”

— Gregg M. Sherrill,
Independent Lead Director

Meetings in 2023: 7

The company’s progress on the Transformative Growth strategy and execution of profit improvement plan was discussed at every Board meeting, including three days in October to focus on strategy.
The Board discussed Allstate’s environmental, social and governance strategy and progress at multiple meetings, including climate strategy.
Succession planning and leadership development were each discussed at multiple meetings.

Robust Role for Independent Committee Chairs
Each of the committee chairs approves meeting agendas and reviews committee materials. Prior to each meeting, each committee chair has a conversation with the Board Chair and 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.

Highly Independent Board
Twelve out of thirteen 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 regular Board and committee meeting.

Management Participation in Board Meetings
Key members of management regularly attend and participate in Board meetings. Regular attendees include the CEO, CFO, chief legal officer and general counsel, presidents of Investments and Corporate Strategy, Protection Products and Enterprise Services, and Property-Liability and chief risk officer. Other senior leaders attend as meeting topics warrant. In addition, senior leadership also participates in committee meetings.


Board Attendance
Directors are expected to attend Board and committee meetings and the annual meeting of shareholders. During 2023, each director attended at least 75% of the combined Board meetings and meetings of committees of which he or she was a member. All of the directors who stood for election at the 2023 annual meeting of shareholders attended the annual meeting.

99%
Average attendance of directors as a group at Board and committee meetings during 2023

Use of Independent Advisors and Experts
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.

In 2023, outside firms were engaged to provide independent assessments of Allstate’s compensation practices, financial results, Board composition, shareholder activism, diversity and pay equity practices and cybersecurity program.

The Allstate Corporation  |  AllstateProxy.com       43


Table of Contents

2024 Proxy Statement
Corporate Governance

Audit
Committee

Report, pg. 110
Meetings in 2023: 8
Chair: Kermit R.
Crawford
Other Members:
Donald E. Brown
Siddharth N. Mehta
Jacques Perold
Monica Turner
“In 2023, we spent considerable time discussing Allstate’s profit improvement strategy and results and Property-Liability reserving. We reviewed a model risk management and governance framework. Technology and cybersecurity remained focus areas and we engaged an independent cybersecurity advisor for the eighth year in a row.”
— Kermit R. Crawford,
Chair
All members have risk management experience
All members have accounting and finance experience
All members have technology and cybersecurity experience
All members have complex, highly regulated business experience
All members have innovation and customer service experience
Three members have financial services experience

Key Responsibilities:
Oversees integrity of financial statements and other financial information and disclosures
Oversees internal controls over financial reporting and disclosure controls and procedures
Reviews the enterprise risk control assessment and guidelines, including cybersecurity and data privacy 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 performance of independent cybersecurity advisor annually
Oversees Allstate’s internal audit function
Oversees Allstate’s data privacy programs
Has authority to engage independent counsel and other advisors to carry out its duties

Management Participation in Committee Meetings
The CFO, chief audit executive, chief compliance executive, chief risk officer, CEO, chief legal officer and general counsel, and chief accounting officer and controller all actively participate in meetings. Senior business unit and technology executives, including the chief information security officer, are present when appropriate. Executive sessions of the committee, in which the committee meets privately with the independent registered public accountant, independent cybersecurity advisor, chief audit executive and chief compliance executive, are held at all regular meetings.

Independence and Audit Committee Financial Expert
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. Brown and Mehta are each an audit committee financial expert as defined under SEC rules.

44       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

 
Compensation
and Human
Capital
Committee
Meetings in 2023: 8
Chair: Perry M.
Traquina
Other Members:
Richard T. Hume
Margaret M. Keane
Andrea Redmond
Judith A. Sprieser
“We discussed senior leadership succession planning and development at multiple meetings. We reviewed organizational health, which included updates on talent retention, distributed work, employee engagement and inclusive diversity and equity. We reviewed and modified executive compensation plans in response to shareholder feedback and once again received an independent assessment of pay equity.”
— Perry M. Traquina, Chair
All members have risk management experience
All members have sustainability experience
All members have succession planning and human capital management experience
Four members have financial services experience
Four members have accounting and finance experience
Four members have complex, highly regulated business experience

Key Responsibilities:
Oversees Allstate’s executive compensation plans
Selects and retains the committee’s independent compensation consultant
Assists the Board in determining all compensation elements of the executive officers, including the CEO
Reviews management succession plans, evaluation processes and organizational strength
Conducts an annual review of the company’s human capital management practices, organizational health, employee and agent survey data, company culture, diversity and inclusiveness and pay equity
Reviews CEO’s performance in light of approved goals and objectives
Reviews the Compensation Discussion and Analysis and prepares the Compensation Committee Report in this proxy statement

Management Participation in Committee Meetings
The chief human resources officer, vice president of executive compensation, chief legal officer and general counsel, CFO and CEO participate in meetings. The committee regularly meets in executive sessions with the independent compensation consultant and chief human resources officer.
The chief human resources officer 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 chief legal officer and 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 and whether compensation outcomes were achieved within those principles.

The Allstate Corporation  |  AllstateProxy.com       45


Table of Contents

2024 Proxy Statement
Corporate Governance

Nominating,
Governance
and Social
Responsibility
Committee
 
Meetings in 2023: 5
Chair: Andrea Redmond
Other Members:
Donald E. Brown
Margaret M. Keane
Gregg M. Sherrill
Monica Turner
“The committee was engaged on governance topics important to Allstate’s shareholders. We continued to focus on key sustainability priorities including climate strategy and political activity. We considered Board composition and recommended a new director who brings industry experience to further support oversight of the business and also reviewed results from Board, committee and individual directors evaluations.”
— Andrea Redmond, Chair
All members have risk management experience
All members have sustainability experience
All members have succession planning and human capital management experience
All members have innovation and customer service experience
All members have government, public policy and regulatory affairs experience
Three members have global perspective experience

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 Allstate’s governance documents annually and approves changes as appropriate
Advises the Board on corporate governance issues and practices and monitors governance landscape
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 priorities and reporting related to Allstate’s sustainability activities, including public policy, political contributions and climate resilience

Management Participation in Committee Meetings
The CEO and chief legal officer and general counsel participate in meetings. The committee regularly meets in executive session without management present. The chief risk officer provides risk assessments on political contributions and activities. The chief legal officer and general counsel and chief sustainability officer provide updates to the committee on progress on sustainability priorities.

46       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Risk and Return
Committee
  
Meetings in 2023: 6
Chair: Siddharth
N. Mehta
Other Members:
Kermit R. Crawford
Richard T. Hume
Jacques Perold
Judith A. Sprieser
Perry M. Traquina
“In 2023, we reviewed risk and return of the strategic plan, including risks related to capital framework, investment portfolio diversification, catastrophe loss trends and delivery of Affordable, Simple, Connected products. We discussed initiatives to mitigate operational and climate risks to the enterprise.”
— Siddharth N. Mehta, Chair
All members have risk management experience
All members have sustainability experience
All members have accounting and finance experience
Five members have technology and cybersecurity experience
Five members have complex, highly regulated business experience
Four members have financial services experience

Key Responsibilities:
Oversees the effectiveness of Allstate’s enterprise risk and return management (“ERRM”) framework, governance structure and risk-related decision making, while focusing on the company’s overall risk profile
Supports the Board and audit committee in oversight of risk and return governance, risk assessment and risk and return policies
Reviews and evaluates key strategic, insurance, investment, financial, operational and cultural risks, with periodic assessment of special topics
Reviews risk and return processes, policies and guidelines used by management to evaluate, monitor and manage enterprise risk and return
Reviews Allstate’s ERRM function, including its performance, organization, budgeting and staffing
Evaluates the chief risk officer’s assessment of strategic and operating plans
Reviews the risk factors included in the Form 10-K and the regulatory Own Risk and Solvency Assessment report
Reviews extremely low frequency high severity scenarios (“ELFS”) on an annual basis, including a periodic review of ELFS related to climate and weather-related risks
The audit committee chair is a risk and return committee member to enhance cross-committee communication

Management Participation in Committee Meetings
The chief risk officer, CFO, CEO, chief legal officer and general counsel, and chief audit executive participate in meetings. The committee regularly meets in executive session, including sessions with the chief risk officer.

The Allstate Corporation  |  AllstateProxy.com       47


Table of Contents

2024 Proxy Statement
Corporate Governance

Engaged Oversight
Allstate’s Board brings the right skills, expertise and experience to effectively oversee the business, including the company’s significant risk and return priorities. 

3

Key Areas of Risk Oversight 

Risk and Return
Management
Ethics and
Compliance
Strategy
Operating
and Financial
Performance
Human Capital
Management
Cybersecurity
Political
Engagement
Sustainability Compensation

The Board has primary responsibility for risk oversight and the Board committees assist the Board in fulfilling its oversight of the company’s risk and return management structure and governance. Risks are regularly identified, measured, managed and reported and risk and return perspectives are shared with the Board across six risk types: financial, insurance, investment, operational, strategic execution and culture.

The chief risk officer’s assessment of Allstate’s current risk position and alignment with risk and return principles is reviewed throughout the year, including risks associated with risk and return management structure, ethics and compliance, strategy, operating performance, human capital management, cybersecurity, political engagement, sustainability (including climate) and compensation.

See page 49 for additional detailed information about governance and oversight of risk management. ►

What’s New
In 2023, the Board reviewed correlation risks and enterprise diversification, which results from the company’s highly diversified mix of business and investment activities.
Risks are regularly identified, measured, managed and reported and risk and return perspectives are shared with the Board across six risk types:
Financial Insurance Investment
Operational Strategic Execution Culture

48       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Risk and Return Management  
 

Risk and Return Management Oversight

The Board oversees Enterprise Risk and Return Management (“ERRM”), including management’s design and implementation of ERRM practices. ERRM applies risk-return principles, modeling and analytics, governance and transparent management dialogue to understand the company’s highest-priority risks. The chief risk officer’s assessment of Allstate’s current risk position and alignment with risk and return principles is reviewed throughout the year, including reviews of compensation programs and political engagement. Significant risks, including those affected by climate change, financial markets, cybersecurity and privacy threats, are regularly identified, measured, managed and reported.

Enterprise Risk and Return Management Governance
ERRM governance includes Board oversight, an executive management committee and chief risk officers that oversee various areas of Allstate.

The Board of Directors has overall responsibility for oversight of Allstate’s ERRM program, including management’s design and implementation of the ERRM framework. Oversight is supported by Board committees; see page 57.
 
 
The Enterprise Risk and Return Council (“ERRC”) directs ERRM activities by establishing risk and return targets, determining economic capital levels and monitoring integrated strategies and actions from an enterprise risk and return perspective. The ERRC consists of the CEO, CFO, president of Property-Liability, chief investment and strategy officer, chief risk officer and chief legal officer and other senior leaders.
                 
 
Business unit chief risk officers report into the ERRM team, fostering a culture of collaboration, efficiency and cross-functional dialogue regarding risks and opportunities.
 
 
Various management committees work with the ERRC to direct ERRM activities, including the Operating Committee, the Operational Risk and Return Council, the Information Security Council, the Internal Compliance and Control Committee, the ESG Steering Committee, liability governance committees, and investment committees.

The Allstate Corporation  |  AllstateProxy.com       49


Table of Contents

2024 Proxy Statement
Corporate Governance

Ethics and Compliance  
 

FULL BOARD   AUDIT COMMITTEE   

GLOBAL CODE OF BUSINESS CONDUCT
Allstate’s Global Code of Business Conduct (the “Code”) declares who we are and what we stand for. It underscores a commitment to doing business legally and ethically. This Code provides the framework for the decisions we make and the actions we take every day. The commitment to doing the right thing strengthens our business by making us more reliable, resilient and responsive to those we serve.

The Code applies to all employees, officers and internal and external directors of Allstate. Annual compliance training and affirmation is required. The audit committee is responsible for periodic review, assessment and approval of changes to the Code. The audit committee also oversees Allstate’s ethics and compliance program. At least semi-annually, the committee reviews and discusses with the chief compliance executive a report describing the company’s ethics and compliance program and its effectiveness. This includes any ethics and compliance matters that may have a material impact on the company’s reputation, operations, financial condition, results of operations, or cash flow.

In 2023, Allstate was recognized by Ethisphere as one of the World’s Most Ethical Companies for the
10th year
in a row.
Allstate’s “Speak Up” process is an important resource for providing fair, prompt and safe resolutions of concerns. Employees may report any legal, ethical, regulatory or compliance concerns regarding employees, agents, vendors, clients and customers through dedicated phone and website channels. Allstate does not tolerate retaliation against anyone who raises a concern, makes a report or cooperates in an investigation.

50       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Strategy  
 

FULL BOARD        

The Board provides oversight on the development and implementation of Allstate’s strategic plans and associated risks. The full Board oversees strategy and enterprise risk and Board committees have additional oversight of various aspects of Allstate’s strategy.

Strategy is discussed at each regular Board meeting and presentations are provided by management on specific initiatives and topics such as short- and long-term strategic and operational plans, capital utilization, investment returns, acquisitions and divestitures, capital market transactions and sustainability priorities. Management reviews with the Board Allstate’s overall corporate strategy and key strategic risks and returns, which are assessed by the chief risk officer annually.

Throughout 2023, the Board engaged on an ongoing basis with management on the execution of the profit improvement plan, continued implementation of Transformative Growth and progress towards achieving each of the various components of the strategic and operating plans. The Board also reviewed four “drivers of change” critical to Allstate’s long-term business success based on their potential to drive significant change in the industry and competitive landscape over the next five to ten years. These include artificial intelligence, climate change, personal transportation and customer connectivity:

Artificial Intelligence: Efficiencies gained through artificial intelligence (“AI”), including increased automation and new ways to provide enhanced value to customers, are poised to disrupt all aspects of the insurance value chain. Allstate will capitalize on these trends and operate as an AI-driven enterprise.
Climate Change: Climate change is having a meaningful impact on Allstate and all of our stakeholders. Increased severe weather, the transformation to a lower-carbon economy, and higher societal expectations of businesses have significant implications for our future success.
Personal Transportation: Significant trends paving the way for the future of personal transportation encompass the expansion of autonomous vehicles, a departure from internal combustion engines in favor of alternative power sources, and the continuous evolution of consumer preferences towards shared mobility and sustainability.
Customer Connectivity: The ways in which people connect with each other are changing at an accelerated rate. How Allstate connects with customers and their data is of growing importance. New technologies support continuous, ambient connectivity which enables Allstate to form deep, direct engagement with customers.

Operating and Financial Performance  
 

FULL BOARD        

Reviewing management’s execution against Allstate’s operating and capital plans provides oversight of operating performance and financial condition. This business, operations and capital update is presented at each regularly scheduled Board meeting. Financial results are reviewed by management and compared to the operating plan and specific enterprise objectives to provide insight into operating performance. The review includes assessment of risks related to changing consumer preferences, current economic and capital market conditions, volatility of loss cost trends, the impact of catastrophes and severe weather, evolving technologies and execution of the Transformative Growth plan. The Board reviews and engages in robust discussions on Allstate’s business and operating performance at every meeting. The Board also receives monthly financial updates from the chief financial officer.

Management also reviews capital deployment options, regulatory capital levels and any changes in rating agency financial strength or credit ratings at each meeting. Capital position is evaluated against the economic capital model that is integrated with Allstate’s ERRM program providing robust Board oversight of financial condition. The audit committee assists the Board in the oversight of the financial statements and internal control framework.

The Allstate Corporation  |  AllstateProxy.com       51


Table of Contents

2024 Proxy Statement
Corporate Governance


    Human Capital Management          
         

FULL BOARD   COMPENSATION AND HUMAN CAPITAL COMMITTEE   

The Board engages in an ongoing review of human capital management practices since they are vital to Allstate’s continued success. This includes overall organizational health and practices, such as recruitment, development and retention as well as progress against the company’s inclusive diversity and equity (“IDE”) strategy and goals.

BOARD ROLE IN REVIEWING CULTURE
At Allstate, we believe that a purpose driven company must be powered by purpose driven people.

Culture is defined as a self-sustaining system of shared values, priorities and principles that shape beliefs, drive behaviors and influence decision making within an organization.

The Board reviews organizational health annually. At Allstate, we are focusing on how we recruit, retain, develop and engage employees. Organizational culture is included as a key risk category and is monitored and measured by management’s ERRM framework and overseen by the Board. This “tone at the top” message ensures that management is held accountable for its implementation and maintenance of high ethical standards and protecting Allstate’s reputation, assets and business.

BOARD ROLE IN SUCCESSION PLANNING
The Board’s involvement in leadership development and succession planning is systematic and ongoing. Management succession was discussed multiple times in 2023 during compensation and human capital committee meetings, Board meetings and executive sessions. Discussions cover CEO and senior leadership succession planning and development plans. The Board also has regular and direct exposure to senior leadership and high-potential officers in meetings held throughout the year.

SUCCESSION PLANNING REVIEW CYCLE


INCLUSIVE DIVERSITY AND EQUITY
IDE is a core value in Allstate’s Our Shared Purpose. In furtherance of the goal to be a differentiated IDE leader, Allstate launched a multi-year IDE strategy that is overseen by the Board. The Board reviewed IDE topics at multiple meetings in 2023, including a presentation by an outside speaker on inclusivity, contributing to effective oversight of this important initiative.

Pay Equity Analysis
For the fifth year in a row, Allstate engaged an outside firm to provide a detailed pay equity analysis to identify potential pay gaps across substantially similar employee groups and identify policies, practices or systematic issues that may contribute to pay gaps now or over time.
The external analysis found that Allstate’s results compare well to benchmarks for companies of similar size and scope. In the few employee groups where pay gaps were identified, these gaps were remediated and policies were established to ensure pay equity continues in the future.

52       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance


      Cybersecurity            
           

FULL BOARD   AUDIT COMMITTEE   

The Board focuses on Allstate’s security and data privacy programs, recognizing that the quality and functionality of these programs affect reputation and customer trust. Allstate’s strategy focuses on protecting customer data.

Accordingly, the Board prioritizes its responsibility to oversee data protection efforts, including policies and systems designed to prevent and, if necessary, respond to cyber threats. The Board also oversees the company’s information security program, which is designed to protect and preserve the confidentiality, integrity and continued availability of all information owned by, or in the care of, the company. This program includes a cyber incident response plan that provides controls and procedures for timely and accurate reporting of any material cybersecurity incident. Allstate is continually enhancing information security capabilities in order to help protect against emerging threats, detect system compromise and recover system functionality should a cyber attack or unauthorized access occur.

Allstate’s internal audit function regularly reviews and tests the cybersecurity program and provides status reports to the audit committee and the full Board quarterly, or as needed. This reporting generally includes a cybersecurity dashboard that contains information on cybersecurity governance processes, the status of projects to strengthen internal cybersecurity, ongoing prevention and mitigation efforts, security features of the products and services we provide our customers and the results of security incident simulations. The audit committee receives semi-annual reports from its independent cybersecurity advisor.
Cybersecurity Governance Best Practices
Independent cybersecurity advisor retained by audit committee to provide objective assessments of Allstate’s capabilities, conduct advanced incident and crisis simulations and prepare leaders to respond to a cyber incident
Audit committee charter specifies data privacy and cybersecurity oversight
Cross-functional approach to overseeing and addressing cybersecurity risk, with input from technology, risk, legal and audit functions

Spotlight on Cybersecurity Risk Management
Cybersecurity is a shared responsibility. All employees are expected to be vigilant in helping to protect the company, customer data and themselves, at all times. Allstate’s independent cybersecurity advisor routinely performs simulations and tabletop exercises to help strengthen our cybersecurity protection and information security procedures and safeguards. All employees are required to complete annual cybersecurity awareness training and have continuous access to cybersecurity educational opportunities throughout the year.

The Allstate Corporation  |  AllstateProxy.com       53


Table of Contents

2024 Proxy Statement
Corporate Governance


    Political Engagement          
         

NOMINATING, GOVERNANCE AND SOCIAL RESPONSIBILITY COMMITTEE   

Allstate engages in public policy advocacy at the state and federal levels to foster market innovation, protect consumers, promote safety and security, ensure a healthy regulatory system and promote fiscal responsibility.

Allstate is regulated in all 50 states and the District of Columbia and at the U.S. and Canadian federal level on many aspects of its business, including insurance pricing, claims practices, customer communications, privacy, litigation, sales practices, underwriting standards, investments and capital. As a result, Allstate must engage in public policy issues to achieve Our Shared Purpose, to serve customers and generate returns for shareholders.

Allstate participates in political activities through direct and indirect advocacy, corporate political contributions and Allstate’s political action committee. Allstate contributes less than $1,000,000 annually in corporate funds directly to political organizations, including federal, state and local candidates and committees, in comparison to total revenues of $57.1 billion (less than 0.002% of total revenue). The types of expenditures are consistent from year to year.

The chief risk officer conducts an annual risk and return assessment of Allstate’s political activities for the Board to ensure there is appropriate oversight and management of corporate political engagement. In addition, the Board’s nominating, governance and social responsibility committee provides oversight of Allstate’s political contributions and activities, including in a joint session with the Board.

Chief Risk Officer’s Assessment
The chief risk officer’s assessment approach is based on Principles and Guidance for Responsible Corporate Political Engagement published by Transparency International UK. The political activities and associated risks identified by Transparency International UK were expanded to address Allstate’s specific activities and risk profile. These political activities were grouped for assessment as follows: i) political expenditures, ii) lobbying, iii) trade associations, social welfare groups and research organizations, iv) state-based regulatory and legislation management, v) political activities in the workplace and vi) disclosure.
The chief risk officer’s assessment concluded the following:
1.Strong governance is in place to provide transparency and promote dialogue around advocacy priorities and initiatives
2.Allstate’s political engagement risk profile and control framework remain stable versus prior year
3.Reputation risk remains moderate and while numerous controls exist to limit exposure, a single candidate or organization could create negative publicity and market perception
4.Lack of engagement would increase the likelihood of unfavorable legislation and policies, resulting in adverse business outcomes

54       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance


    Sustainability          
         

FULL BOARD   RISK AND RETURN COMMITTEE   

Sustainability matters are fundamentally connected to Allstate’s business strategies and topics are prioritized based on their alignment to Our Shared Purpose, Transformative Growth and long-term enterprise value creation.

Climate change is one of the most critical challenges today as it threatens customers, businesses and communities. In addition to developing products and services that address climate change and the transition to a lower-carbon future, senior management works with the Board to identify, measure, manage and monitor climate risks, including those presented by severe weather, increased natural catastrophes, related policy shifts and the development of new technology.

Allstate’s business viability depends on effectively modeling, pricing and managing climate-related risks, as well as meeting customer needs that result from a changing climate and a changing society. Climate risks are managed within our ERRM framework and evaluated across six key categories: strategic execution, insurance, financial, investment, operational and cultural risk. The Board regularly heard from Allstate’s chief risk officer about climate change risks and reviewed climate risk at two meetings in 2023.

Climate Risk Management
Climate risks are managed within Allstate’s integrated ERRM framework, which applies risk-return principles, modeling and analytics, governance and transparent dialogue to understand the company’s highest-priority risks.
RISK IDENTIFICATION
Insurance risk: An increase in severe weather events has increased customers’ potential homeowners losses, requiring risk management actions such as changes in pricing, product coverages, geography, underwriting practices and reinsurance utilization.
Investment risk: Allstate’s investment process reflects some of the same climate risk considerations as the company’s insurance underwriting process. Potential environmental and severe weather risks are considered when making investments and limiting exposure to sectors with higher climate risk. Sustainability considerations and climate-specific metrics are included in asset management decisions.
Reputational risk: Climate change is important to customers and other key stakeholders, and we collaborate through external partnerships and public engagements.
RISK ASSESSMENTS
Allstate’s Catastrophe Modeling and Analytics team and pricing groups assess climate change information and establish pricing, underwriting, concentration and coverage standards that are responsive to climate and severe weather risks. The team uses information from the Intergovernmental Panel on Climate Change (“IPCC”), the U.S. Global Change Research Program (“USGCRP”) and the ACI, all of which conduct robust reviews and provide objective measures to provide decision makers with balanced information.
The Responsible Investing Committee and the Investments Risk Committee assess investments for potential short- and long- term exposures to climate change.
RISK MITIGATION
The Actuaries Climate Index (“ACI”) measures extreme weather and sea level increases through quarterly updates. The Catastrophe Modeling and Analytics team monitors state-specific risks and competitors’ actions and partners with the Investments team to model mortgage and real estate portfolios. The outcome of the assessment are incorporated into decision-making to balance risk and return.
RISK MONITORING AND REPORTING
Through Sustainability, Task Force on Climate-Related Financial Disclosures (“TCFD”) and CDP (formerly the Carbon Disclosure Project) reports, Allstate discloses progress in mitigating climate change. We also continue to apply emerging data science to risk assessment, including exploring partnerships with startups that specialize in forward-looking climate modeling. Allstate publicly disclosed targets to reduce Scope 1 and 2 emissions and will establish a target for Scope 3 emissions by 2025.

The Allstate Corporation  |  AllstateProxy.com       55


Table of Contents

2024 Proxy Statement
Corporate Governance


    Compensation          
         

COMPENSATION AND HUMAN CAPITAL COMMITTEE   

Compensation policies and practices reward employees for successfully executing the company’s strategies and annual operating plan while adhering to risk and return principles.

The compensation and human capital committee concluded the compensation plans are structured to ensure management does not take unnecessary or excessive risk based on assessments from the committee’s independent advisor and the chief risk officer. Allstate’s compensation policies ensure balance of risk and return, while minimizing risks that could have a material adverse effect on Allstate.

BOARD ROLE IN SETTING COMPENSATION
The compensation and human capital 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 human capital committee reviews the executive compensation program throughout the year with the assistance of an independent compensation consultant, Pay Governance. Pay Governance’s responsibilities include:

benchmarking Allstate’s plans and compensation relative to the market
factoring shareholder feedback on compensation into plan structure
evaluating changes to the executive compensation program
assessing Allstate’s executive compensation design, peer group selection, relative pay for performance and total direct compensation for individual senior executive positions
providing the nominating, governance and social responsibility committee with competitive information on director compensation

The compensation and human capital committee annually evaluates the compensation consultant’s performance and independence.

The compensation and human capital 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 human capital committee has authority to grant equity awards to eligible employees in accordance with the terms of our 2019 Equity Incentive Plan. The Board has delegated limited authority to the CEO and the chief human resources officer to grant equity awards to non-executive officers. All awards granted between compensation and human capital committee meetings are reported at the next meeting.

Compensation plans align annual and long-term incentives 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 shareholder value creation and diversify the risk associated with any single performance indicator.
Equity awards and annual cash incentive awards are subject to a clawback policy, which provides for the recovery of certain equity awards and annual cash incentive awards to executive officers and other executive vice presidents. If performance results are later subject to a downward adjustment as a result of a financial restatement due to material noncompliance with financial reporting requirements, then the paid awards are recalculated with revised results with the compensation overpayment subject to clawback. The clawback policy also provides for recovery of equity and annual cash incentive awards in certain circumstances if an executive is terminated for improper conduct that leads to a material adverse impact on the reputation of, or a material adverse economic consequence for, the company.

56       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Comprehensive Risk Oversight

The key risk areas overseen by each Board committee are included below.

Board of Directors   Overall accountability of Allstate’s enterprise risk and return management; reviews at least twice a year
             
Risk and Return
Committee
  Audit Committee   Compensation and
Human Capital
Committee
  Nominating, Governance
and Social Responsibility
Committee
Review Frequency
At least five times annually
 
Review Frequency
At least four times annually
 
Review Frequency
At least once annually
 
Review Frequency
As needed
Key Areas of Focus
ERRM framework, governance structure and risk-related decision making
Risk and return governance, risk assessment and risk and return policies
Strategic, insurance, investment, financial, operational and cultural risks
Risk and return processes, policies and guidelines
ERRM function, capabilities and staffing
Strategic and operating plans
External reporting
Extremely low frequency high severity scenarios
 
Key Areas of Focus
Internal controls over financial reporting and disclosure controls and procedures
External reporting
Effectiveness of ethics and compliance program and reporting
Independence and performance of the company’s registered public accounting firm
Cybersecurity risk initiatives, policies and procedures
 
Key Areas of Focus
Executive compensation programs (design, performance measures and ranges in incentive plans), including review of the chief risk officer’s assessment of incentive compensation programs
Transformative Growth and IDE strategy, including impact on annual incentive program
Talent development and senior executive succession planning
Human capital management, including IDE, recruitment, leadership and development, turnover, retention, organizational health and pay equity
Organizational transformation strategy
 
Key Areas of Focus
Director elections and corporate governance practices
Board composition, skills and experiences
Political contributions and public policy activities, including review of the chief risk officer’s assessment of political activities
Sustainability strategy, progress and reporting
Reports From
Chief risk officer
Chief financial officer
Chief audit executive
Other internal subject matter experts
 
Reports From
Chief risk officer
Chief financial officer
Chief audit executive
Chief compliance officer
Chief information security officer
External, independent cybersecurity advisor
Independent registered accountant
 
Reports From
Independent compensation consultant
Chief human resources officer
Chief risk officer
Other outside experts and speakers
 
Reports From
External governance advisor
Chief sustainability officer
Chief risk officer
Other internal subject matter experts

The Allstate Corporation  |  AllstateProxy.com       57


Table of Contents

2024 Proxy Statement
Corporate Governance

Board Effectiveness
The foundation of an effective Board is having a diverse set of talented leaders who collaborate to constructively challenge and oversee management. The Board evaluates its effectiveness through multiple lenses and uses evaluations to continually improve its governance practices.
4

Evaluating Board Effectiveness
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, annual committee assessments and individual director evaluations.

Based on the Board’s annual evaluation process, the nominating, governance and social responsibility committee reviews feedback and establishes action items for the upcoming year. Results of individual director evaluations are used in the annual nomination process and specific action items are discussed with each director.

Board Evaluation Process
Allstate’s Board evaluation process includes discussions after every meeting, an annual Board assessment, annual committee assessments and individual director evaluations.

BOARD
1      
Evaluation at every
regular meeting 
Performed by: Independent Directors
     
Measures effectiveness of Board oversight
Ensures meeting objectives were satisfied, all agenda items sufficiently considered and information presented was complete, understandable and organized
Identifies issues that need additional dialogue
2
Annual evaluation
Performed by: Board, Committee Chairs and Lead Director
Ensures Board and committees are functioning effectively
Results reviewed by nominating, governance and social responsibility committee and summarized for full Board; recommendations for improvement are reviewed and implemented
3
Biennial review of responsibilities
and time allocation
Performed by: Board and Committees
Ensures all necessary issues were considered to fulfill Board and committee responsibilities
Adjustments made to future agendas and timelines
 
INDIVIDUAL DIRECTORS
1
Annual Evaluation
Performed by: Lead Director, nominating, governance and social responsibility committee 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
Discuss each director’s future plans for continued Board service
2
Change in circumstances
Performed by: 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

58       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

2023 Annual Evaluation Feedback and Action Items

01 Strategy and Operational Oversight
Directors find the three-day strategy session to be highly effective.
Directors value the frequent updates on financial results, Transformative Growth, succession planning, cybersecurity and sustainability priorities.
Action Items
Management will provide additional “deep dives” on key strategic priorities.
CEO succession planning and senior leadership development will remain focus areas.
     
02 Board Structure and Culture
Directors appreciate the transparency in the Board room and believe the dialogue appropriately challenges management and leads to effective oversight.
Directors are pleased with steps taken to increase diversity at the Board level and believe the current mix of skills and experience are appropriate.
Action Items
Diversity will continue to be prioritized with a facilitated Board discussion.
     
03 Information and Resources
Directors appreciate the executive sessions at every meeting and value the candid dialogue.
Directors value the use of outside speakers on key strategic matters.
Action Items
Presentations and agendas will be balanced to ensure adequate time for unstructured discussion.
External speakers will continue to be utilized, including for competitive market, climate and artificial intelligence topics.

Board Re-Nomination Considerations
The Board recognizes the importance of evaluating individual directors and their contributions to the Board in connection with re-nomination decisions. In considering whether to recommend re-nomination of a director for election, the nominating, governance and social responsibility committee conducts a detailed review, considering several factors.

Evaluation of Board Composition
Essential characteristics
Shareholder feedback
Retirements
     
Evolving strategy and risk and return profile
Time commitment
Board and director evaluations
     
Attendance and participation
Diversity
How the Board Considers Each Factor For more
information
Essential characteristics       Whether the director continues to possess the core competencies and additional capabilities necessary to ensure continued success of the Board page 39
Evolving strategy and risk and return profile The extent to which the director’s skills, perspectives and experience (including that gained due to service on the Board) continue to contribute to the effective oversight of Allstate’s business and strategic priorities pages 48-49
Board and director evaluations Feedback received during the annual Board evaluation and discussions between each individual director and the Lead Director, nominating, governance and social responsibility committee chair and Board Chair pages 58-59
Attendance and participation Attendance at, and participation during, Board and committee meetings page 43
Diversity The extent to which the director contributes to the diversity of the Board page 40
Time commitment Outside board and other affiliations, including overboarding considerations, time commitment and potential conflicts of interest or independence concerns page 39
Retirement policy Whether the director has reached the retirement age specified in Allstate’s director retirement policy N/A
Shareholder Feedback Feedback received from shareholders, including support received during the most recent annual shareholder meeting page 62

The Allstate Corporation  |  AllstateProxy.com       59


Table of Contents

2024 Proxy Statement
Corporate Governance

Maintaining an Informed and Agile Board

Director Onboarding       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.
Director
Commitment Beyond
the Boardroom
The commitment of our directors extends well beyond preparation for, and participation at, regularly scheduled Board meetings. Engagement beyond the boardroom provides our directors with additional insights into Allstate’s businesses and industry.
DIRECTOR EDUCATION
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.
ENGAGEMENT WITH MANAGEMENT
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 with senior leaders at every board meeting and an annual dinner with 50-60 high performing officers.
INFORMAL MEETINGS
Directors also participate in informal meetings with other directors and senior leaders to
share ideas,
build stronger working relationships,
gain broader perspectives, and
strengthen their working knowledge of Allstate’s business, strategy, operating performance and culture.
Advisors and Experts  
The Board and its committees engage third-party advisors and experts as needed, including to supplement the Board’s expertise.
In 2023, outside firms were engaged to provide independent assessments of Allstate’s compensation practices, financial results, Board composition, shareholder activism risk, pay equity practices and cybersecurity program. For more information, see “Use of Independent Advisors and Experts” on page 43.

60       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Board Accountability 5

Shareholder Engagement
Allstate proactively engages with significant shareholders throughout the year. Dialogue, transparency and responsiveness are the cornerstones of our shareholder engagement program.

How We Engage
Direct engagement involves reaching out to Allstate’s largest shareholders at least three times throughout the year, before, during and after the annual shareholder meeting. Discussion topics include strategy, operating results, compensation programs, climate risks, Inclusive Diversity and Equity and corporate governance. Shareholder feedback is reviewed by each relevant Board committee and considered in shaping company policies and practices. We also engage with proxy and other investor advisory firms that represent the interests of various shareholders.

Discussions with shareholders frequently include Allstate’s Lead Director, Chair/CEO, chair of the compensation and human capital committee and other committee chairs or directors as necessary.

In 2023, Allstate engaged with shareholders representing approximately 45% of outstanding shares and provided opportunity for more robust dialogue and valuable feedback, which was discussed at subsequent Board and committee meetings.

Four-Phase Engagement Cycle

BALANCED-TRANSPARENT-RESPONSIVE

The Allstate Corporation  |  AllstateProxy.com       61


Table of Contents

2024 Proxy Statement
Corporate Governance

Shareholder Feedback Is Integrated Into Board Discussions and Decisions

WHAT WE HEARD DURING 2023 ENGAGEMENT WHAT WE HAVE DONE IN RESPONSE
Strategy
Investors want to understand how external factors have affected strategy and results and steps taken to improve profitability.
Investors except company boards and management be focused on strategies and most lead to sustained value creation.
       
Allstate is successfully implementing a comprehensive auto insurance profit improvement plan as loss cost inflation has reduced margins. Increased Board time was spent overseeing management’s actions to improve profitability and support growth.
The company’s progress on Transformative Growth was discussed at every Board meeting.
A Societal Engagement Framework is used to evaluate, prepare and communicate Allstate’s participation in issues that drive sustainable value creation, including goals that are directly tied to our business strategy and Our Shared Purpose.
   
Environmental and Social
Investors increasingly expect companies to develop net zero commitments and report on efforts to mitigate climate risk.
Investors want to understand how Allstate is addressing employee turnover and encouraging employee retention and development.
   
Allstate announced its commitment to achieve net zero emissions for Scope 1 and Scope 2 greenhouse gas emissions by 2030. By the end of 2025, Allstate will establish a goal for Scope 3 emissions. Progress on climate goals and other climate risk mitigation efforts are included in the proxy statement and sustainability and TCFD reports.
Climate strategy and risk was reviewed with the Board over multiple meetings.
The company is using analytics to align skills to key strategic priorities, focus talent development and deploy talent efficiently to further enable the Transformative Growth strategy.
 
   
Compensation
Investors want to understand alignment of compensation programs with company performance.
While investors are supportive of sustainability metrics in compensation programs, they want to ensure the metrics include criteria that can be measured.
 
The majority of Allstate’s compensation program is at-risk performance based.
Beginning in 2024, the equity mix for the CEO was changed to increase the percent of performance stock awards and reduce the percent of stock options.
Allstate is executing a comprehensive multi-year Inclusive Diversity and Equity (“IDE”) strategy to accelerate the pace of change for diversity across the enterprise and an IDE component was integrated into the annual incentive plan and includes specific, quantifiable goals that are reviewed by the Board.
   
 
Board Composition
Investors are focused on whether companies have the right skills, experience and diversity on boards to advance and oversee corporate strategy and related risks.
Investors are interested in how the Board considers refreshment in light of upcoming retirements and changing business needs.
 
Four new Board members were added within the last five years, each bringing specific experience and skill sets to help oversee the key components of Allstate’s business strategy.
Director skills and capabilities were reviewed during the annual evaluation process and feedback was provided to each director.
Allstate’s Board takes a forward-looking approach when considering upcoming needs and retirements on the Board and is proactive with its refreshment processes.
 
   

Strong Governance Practices Enhance Shareholder Rights
Allstate has enhanced its governance practices over time to serve the best interests of its shareholders. Shareholder rights include annual election of directors with a majority vote standard, proxy access rights, no shareholder rights plan (“poison pill”), no supermajority vote provisions, confidential voting and right to call a special meeting and request action by written consent.

62       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

Communication with the Board
The Board has established a process to facilitate communication by shareholders and other interested parties with directors as a group. The chief legal officer and general counsel reports regularly to the nominating, governance and social responsibility committee on all correspondence received that, in her opinion, involves functions of the Board or its committees or that merits Board attention. Items that are unrelated to the duties and responsibilities of the Board are not forwarded, such as: business solicitations or advertisements; product related inquiries; junk mail or mass mailings; resumes or other job-related inquiries; or spam and overtly hostile, threatening, potentially illegal or similarly unsuitable communications. Activity on social media is also monitored and reported to the nominating, governance and social responsibility committee.

The Allstate Board welcomes your input on compensation, governance and other matters.
directors@allstate.com
The Allstate Corporation, Nominating, Governance and Social Responsibility Committee, 3100 Sanders Road, Northbrook, IL 60062, c/o General Counsel

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. To report any issue relating to The Allstate Corporation (including Allstate Insurance Company and its affiliates) accounting, accounting controls, financial reporting or auditing practices, you may contact the company by mail, telephone or email. Telephone contacts may be kept confidential at your request.

By mail: By phone: By email:
The Allstate Corporation, Audit Committee 3100 Sanders Road, Northbrook, IL 60062 c/o General Counsel       Allstate i-Report Line: 1-800-706-9855       auditcommittee2@allstate.com

The communication process and the methods to communicate with directors are posted on the “Governance Overview” section of www.allstateinvestors.com.

More Information

You can learn more about Allstate’s 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, chief accounting officer and 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 written request to the Office of the Secretary, The Allstate Corporation, 3100 Sanders Road, Northbrook, IL 60062, or by email request to invrel@allstate.com.

The Allstate Corporation  |  AllstateProxy.com       63


Table of Contents

2024 Proxy Statement
Corporate Governance

Director Compensation

Director Compensation Program

We structure the compensation program for non-employee directors to reflect the demands on our directors of serving on the board of a large, complex and highly regulated company. The nominating, governance and social responsibility committee reviews non-employee director compensation annually. The following charts describe each component of our non-employee director compensation program for 2023.

NON–EMPLOYEE DIRECTOR             ADDITIONAL ANNUAL CASH RETAINERS (1)
(1) Paid quarterly in advance on the first business day of January, April, July and October. The retainer is prorated for a director who joins the Board during a quarter.
(2) Directors are granted restricted stock units on June 1 equal in value to $175,000 divided by the closing price of a share of Allstate common stock on such grant date, rounded up to the nearest whole share.

Director Equity Compensation       Further Director Compensation Highlights
The Board believes that a meaningful portion of a director’s compensation should be in the form of equity securities to create alignment with corporate performance and shareholder interests.
Annual restricted stock units are granted under a fixed-value formula and in accordance with the shareholder 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.
Director total compensation, Lead Director and committee chair retainers and equity grant practices are all benchmarked annually against insurance industry peers and comparably sized large complex companies to target total compensation at the median.
No additional fees are paid for Board or committee meeting attendance.

Director Stock Ownership Guidelines

Each director is expected, within five years of joining the Board or within five years of an increase in annual cash retainer, if applicable, to accumulate an ownership position in Allstate common stock equal to six times the value of the cash retainer. Allstate’s stock ownership requirements 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 Ms. Turner, who joined the Board in 2023 and Ms. Morris, who joined the Board in 2024.

  NEW
New for 2023
Based on consultation with the independent compensation consultant and in light of increased oversight of sustainability matters, beginning in 2023, the additional annual cash retainer paid to the chair of the nominating, governance and social responsibility committee was increased to $25,000.

64       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Corporate Governance

2023 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 2023.

Name       Leadership Roles Held During 2023       Fees Earned or
Paid in Cash
($)(1)
      Stock Awards
($)(2)(3)
      Total
($)
Donald E. Brown 125,000 175,048 300,048
Kermit R. Crawford Audit Committee Chair 160,000 175,048 335,048
Richard T. Hume 125,000 175,048 300,048
Margaret M. Keane 125,000 175,048 300,048
Siddharth N. Mehta Risk and Return Committee Chair 160,000 175,048 335,048
Jacques P. Perold 125,000 175,048 300,048
Andrea Redmond Nominating, Governance and Social Responsibility Committee Chair 150,000 175,048 325,048
Gregg M. Sherrill Lead Director 175,000 175,048 350,048
Judith A. Sprieser 125,000 175,048 300,048
Perry M. Traquina Compensation and Human Capital Committee Chair 155,000 175,048 330,048
Monica Turner 114,238 233,489 347,727
(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 2023, Ms. Keane and Messrs. Brown and Traquina each elected to receive 100% of their retainer in stock. 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. The accumulated amount of Allstate common share units as of December 29, 2023, for 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. Traquina 7,356
(2) Grant date fair value for restricted stock units granted in 2023 is based on the final closing price of Allstate common stock on the actual grant date, which in part also reflects the payment of expected future dividend equivalent rights. (See Note 19 to our audited financial statements for 2023). The final grant date closing price was $109.20. In addition, Ms. Turner received a prorated award upon joining the Board in 2023 for which the final grant closing price was $128.16. 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).
(3) The following table provides outstanding restricted stock units as of December 29, 2023, for each director, except for Ms. Morris, who did not join the Board until January 2024. The value of the restricted stock units is based on the closing price of our common stock of $139.98 on December 29, 2023.

      Name       Restricted
Stock Units
(#)
      Value of Restricted
Stock Units as of
12/29/23
($)
      Multiple of Annual
Cash Retainer
Mr. Brown 4,027 563,699 8.0
Mr. Crawford 21,933 3,070,181 25.7
Mr. Hume 4,027 563,699 6.2
Ms. Keane 4,027 563,699 18.1
Mr. Mehta 13,571 1,899,669 20.6
Mr. Perold 14,057 1,967,699 15.8
Ms. Redmond 37,405 5,235,952 44.1
Mr. Sherrill 4,027 563,699 11.2
Ms. Sprieser 42,215 5,909,256 47.3
Mr. Traquina 12,616 1,765,988 18.1
Ms. Turner 2,059 288,219 2.3

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.

The Allstate Corporation  |  AllstateProxy.com       65


Table of Contents

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


VOTING RECOMMENDATION:
The Board
recommends
a vote
FOR
this proposal.
What am I voting on?

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 human capital committee (the “committee” as referenced throughout the Compensation Discussion and Analysis (“CD&A”) and Executive Compensation sections) consider the results as part of their annual evaluation of our executive compensation program.

Overview

Independent oversight by compensation and human capital committee of the Board
Independent compensation consultant utilized to evaluate and benchmark compensation program
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 2023 was reduced by 50% from the formulaic result of 100% of target due to negative Net Income.

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 shareholders 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 67-106 of the Notice of 2024 Annual Meeting and Proxy Statement.

66       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Executive Compensation

Compensation Discussion and Analysis

Message from the Compensation and Human Capital Committee

As members of the compensation and human capital committee, we thank the many of you that engaged with us and provided feedback during 2023. While it is always encouraging to learn that many shareholders believe Allstate has a rigorous compensation program, open and constructive dialogue on potential enhancements is also appreciated. Allstate’s compensation philosophy is to pay for performance over the long-term, as well as reward achievement of key strategic and operational measures on an annual basis. Each year, the committee reviews the named executives’ performance using a balanced and disciplined approach to determine base salaries and variable compensation awards. The approach for 2023 included a range of performance and governance considerations, as well as shareholder feedback, as inputs into compensation decisions. During 2023, the committee also continued to focus on senior leadership development and succession planning. Key human capital practices and initiatives happening across Allstate were reviewed, including organizational health, employee retention and wellbeing, company culture and progress against the Inclusive Diversity and Equity strategy. The committee is fully engaged on these important topics and committed to driving improvements. We appreciate the feedback on all of these topics, and hope to have your support on this year’s say-on-pay vote.

Perry M. Traquina (Chair)
Richard T. Hume
Margaret M. Keane
Andrea Redmond
Judith A. Sprieser

68       2023 Executive Compensation At-a-Glance      1 
68 Target Compensation Mix
68 Alignment of Pay with Performance
68 2023 Annual Cash Incentive
68 2021-2023 Performance Stock Awards
69 Compensation Governance Best Practices
69 Compensation Tied to Business Strategies
69 Compensation Metrics Support Strategy
70 Comparison of Total Shareholder Return (%) Against Allstate Peers
71 Incentive Design and Goal-Setting      2 
71 Role of the Compensation and Human Capital Committee
71 Incentive Design, Payout, and Goal-Setting Process
72 Shareholder Engagement and 2023 Say-on-Pay Results
72 Timing of Equity Awards and Grant Practices
73 Peer Benchmarking
74 Compensation Elements      3 
74 Overview
74 Salary
75 Annual Cash Incentive Awards
79 Performance Stock Awards and Stock Options
82 2024-2026 Performance Stock Award
83 Compensation Decisions for 2023      4 
86 Other Elements of Compensation      5 
86 Retirement Benefits
86 Change in Control and Post-Termination Benefits
87 Compensation Governance Practices
87 Equity Ownership Requirements
87 Policies on Hedging and Pledging Securities
87 Clawback of Compensation
88 Compensation Risk
88 Compensation Committee Report
88 The Compensation and Human Capital Committee





Our Compensation Discussion and Analysis describes Allstate’s executive compensation program, including total 2023 compensation for our named executives listed below(1):

Thomas J. Wilson
Chair, President, and Chief Executive Officer (CEO)

Jesse Merten
Executive Vice President and Chief Financial Officer (CFO)

John Dugenske
President, Investments and Corporate Strategy

Suren Gupta
President, Protection Products and Enterprise Services

Mario Rizzo
President, Property-Liability

(1) See Appendix C for a full list of Allstate’s executive officers and titles.

The Allstate Corporation  |  AllstateProxy.com       67


Table of Contents

2024 Proxy Statement
Executive Compensation

2023 Executive Compensation At-a-Glance      
1
     

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

Pay for Performance
The majority of the CEO’s and other NEOs’ compensation opportunity is at-risk and based on measurable performance goals.
     
Establish a Strong Link Between Performance Measures and Strategic Objectives
Performance measures are linked to operating priorities designed to create long-term shareholder value.

Target Compensation Mix

OTHER NEOs

Alignment of Pay with Performance
Allstate’s executive compensation program is aligned with long-term shareholder value through equity-based programs, combined with shareholder value-based performance measures and financial performance measures that are closely correlated with shareholder value over time. The named executives’ compensation is aligned with achievement of our financial and long-term strategic goals and at least 81% of their compensation is at-risk. Incentive compensation plans incorporate relevant metrics and targets to drive the behaviors necessary to accomplish our short- and long-term goals.

2023 Annual Cash Incentive      

50%
Pool funding of 100% was reduced by 50% due to negative net income as determined by these results
     
TOTAL PREMIUMS
(in millions)(1)
     
PERFORMANCE
NET INCOME
(in millions)(1)
     
NET INVESTMENT INCOME
(in millions)(1)

2022 actual results: Total Premiums $50,437, Performance Net Income ($426), Net Investment Income $2,318

2021-2023 Performance Stock Awards      

31%
Payout percentage
     
AVERAGE PERFORMANCE NET
INCOME RETURN ON EQUITY (1)
     
RELATIVE TSR (1)
     
ITEMS IN FORCE GROWTH (1)
PERSONAL PROPERTY AND LIABILITY
ALL OTHER
(1) For a description of how these measures are determined, see pages 75-82.

68       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Executive Compensation

Compensation Governance Best Practices

Our compensation program adheres to high standards of compensation governance for our executive officers.

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
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 or cancellation of certain compensation
One-year minimum equity vesting provision in the equity plan
Provide clear rationale for the metrics used to fund the annual and long-term incentive plans
Employment agreements for executive officers
Guaranteed annual salary increases or bonuses
Special tax gross ups
Repricing or exchange of underwater stock options
Plans that encourage excessive risk-taking
Hedging or pledging of Allstate securities
Inclusion of equity awards in pension calculations
Excessive perks
Count unvested PSAs or stock options towards ownership requirements

Executive Compensation Program is Tied to Business Strategies
Allstate’s business relies on the expertise and capabilities of colleagues to lead the company and various businesses in ways that meet customers’ needs and, in turn, promote the long-term interests of shareholders. The executive compensation program is designed to achieve business objectives and attract, motivate and retain talented individuals.

Allstate’s executive compensation program closely aligns the compensation and interests of the named executives with the long-term interests of shareholders and the economic realities of the operating environment. Allstate’s executive compensation program emphasizes performance-based compensation in the form of cash incentive awards and equity incentive awards that focus respectively on the achievement of short- and long-term financial and strategic targets. This target-based incentive structure fosters a culture of high performance and accountability and promotes shareholder interests by closely aligning executive compensation with objectively measured company performance and achievement of key strategic priorities. In 2023, Allstate adapted to unprecedented increases in loss costs, improved underwriting performance, generated investment returns in excess of targets and advanced on operating priorities and Transformative Growth.

2023 COMPENSATION METRICS SUPPORT ALLSTATE’S STRATEGY

Annual Cash
Incentive
Awards
Total Premiums
Captures growth and competitive position of the Allstate businesses
Performance Net Income
Aligns with shareholders’ views of expected profitability and return on capital
Net Investment Income
Reflects a significant component of profitability
           
Performance
Stock Awards
Average Performance Net Income ROE
Correlates to changes in long-term shareholder value
Measures performance in a way that is tracked and understood by investors
Captures both income statement and balance sheet impacts, including capital management actions
Relative Total Shareholder Return (“TSR”)
Added based on feedback from shareholders and market practices
Performance is relative to a custom TSR peer group
Transformative Growth
Measures progress on Transformative Growth strategy and assess growth of Allstate’s businesses
Inclusive Diversity and Equity
Measures progress on Allstate’s Inclusive Diversity and Equity priorities

The Allstate Corporation  |  AllstateProxy.com       69


Table of Contents

2024 Proxy Statement
Executive Compensation

Progress on our Operating Priorities
Improve customer value
     
Enterprise Net Promoter Score, which measures how likely customers are to recommend Allstate, finished below the prior year, reflecting substantial price increases necessary to offset higher loss costs.
Grow customer base
Consolidated policies in force reached 194 million, a 2.8% increase from prior year. Property-Liability policies in force decreased by 2.0% compared to the prior year, as continued growth at National General was more than offset by decreases at the Allstate brand and a decline in renewals in the auto insurance business. Protection Services policies in force increased 4.3%, primarily due to growth at Allstate Protection Plans.
Achieve target economic returns on capital
The Property-Liability combined ratio of 104.5 for the full year decreased compared to the prior year primarily reflecting increased premiums earned, partially offsetting continued high loss costs. A comprehensive profitability plan is being executed.
Proactively manage investments
Net investment income of $2.48 billion in 2023 was $75 million higher than prior year as higher market-based investment income was partially offset by lower performance-based results. Total return on the $66.68 billion (as of 12/31/23) investment portfolio was 6.7% in 2023. Proactive portfolio management repositioned the fixed income portfolio into longer duration and higher-yielding assets that increased income.
Execute Transformative Growth
Allstate made substantial progress in advancing Transformative Growth initiatives in 2023, including continued cost reductions, deployment of a new property-liability technology platform and a new Affordable, Simple, Connected auto insurance offering in seven states. National General is building a strong competitive position in independent agent distribution. A digital enterprise is being built by expanding utilization of machine-based learning and artificial intelligence.

Progress on our Transformative Growth Strategy

Improve customer value

     
Lower expenses, enhanced price sophistication and telematics helped mitigate required price increases. Affordable, Simple, Connected auto insurance product now offered in seven states.

Expand customer access

Transforming Allstate agent sales system to enable more growth at a lower cost, while expanding distribution capacity through new agent models. Increased direct channel distribution through improved online experience and data-driven insights to enhance call center sales. Grew National General by leveraging enterprise capabilities and data to expand product offerings and fully utilize our independent agency relationships.

Increase sophistication and investment in customer acquisition

Improved the effectiveness of customer acquisition by expanding lead management, building data capabilities and utilizing household insights.

Deploy new technology ecosystem

Deployed key components of new technology ecosystem to deliver affordable, simple and connected experiences and products at a lower cost.

Drive organizational transformation

Delivered an exceptional customer experience enabled by enhanced human resource tools and technology, an engaged and high performing global workforce, and organizational designs for efficiency.

COMPARISON OF TOTAL SHAREHOLDER RETURN (%) AGAINST ALLSTATE PEERS

5-YEAR       3-YEAR       1-YEAR

Peers P&C Peers Life Peers Allstate

70       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Executive Compensation

Incentive Design and Goal-Setting   2
 

Role of the Compensation and Human Capital Committee
The compensation and human capital committee oversees and approves Allstate’s executive compensation program. The committee sets the CEO’s compensation, reviews and approves compensation for the rest of the leadership team, reviews senior management selections and, in conjunction with the full Board, oversees succession planning. The committee also oversees human capital priorities for the company, including review of Allstate’s IDE strategy and progress with the full Board.

The committee evaluates the executive compensation structure on an annual basis to ensure alignment with Allstate’s compensation philosophy, business strategy and shareholder priorities. The compensation philosophy centers around maintaining a compensation program for the named executives that is designed to promote the achievement of short-term and long-term financial and strategic goals. For additional information on strategic and operating priorities, see pages 14-16.

Incentive Design, Payout and Goal-Setting Process
For the annual and long-term incentive programs, the committee oversees a rigorous and comprehensive goal-setting process. The committee uses performance measures in the annual and long-term programs that (1) align with the company’s strategy, operating priorities and shareholder 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:

The Allstate Corporation  |  AllstateProxy.com       71


Table of Contents

2024 Proxy Statement
Executive Compensation

Shareholder Engagement and 2023 Say-on-Pay Results

Allstate engages with its largest shareholders multiple times throughout the year to ensure continued alignment of compensation practices with shareholder expectations and market trends.

The committee actively solicits the views of significant shareholders on executive compensation matters. In determining the structure and amount of executive pay, the committee carefully considered this feedback. During 2023 engagement, investors generally commented that Allstate utilizes best practices and remains focused on pay for performance in its plan design. The committee considered the vote results, investor input and current market practices and made changes to respond to that feedback, as described below.

    

90%

At our last annual shareholder meeting, approximately 90% of votes cast supported our executive compensation program.


WHAT WE HEARD WHAT WE DID
Prefer to see a sustainability-oriented goal, or other non-financial metric, in the executive compensation program
 
      The Strategic Initiatives Scorecard, a qualitative measure weighted at 20%, measures progress made against Transformative Growth and IDE strategies throughout the year. In 2023, these two components were moved from the annual incentive plan to the long-term PSAs to align with Allstate’s sustainable long-term objectives, specifically Transformative Growth and IDE.
   
When sustainability-related metrics are used in compensation programs, prefer to see clear disclosure for how they are evaluated
  Expanded disclosure on the criteria considered by the committee when determining funding results under the non-financial components of the PSAs.
 
Believes that majority of compensation should be performance-based and primarily aligned with operational and financial results   For 2023, the non-financial Strategic Initiatives Scorecard measure was removed from the annual incentive plan. All three annual measures are now directly tied to business growth and profitability. Beginning in 2024, the annual incentive plan will be further aligned with profitable growth with individual business unit results representing 70% and overall performance net income representing 30%.
 

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.

For additional information on the committee’s practices, see portions of the Board Oversight and Board Meetings and Committees sections of this proxy statement on pages 48-57 and 43-47, respectively.

72       The Allstate Corporation  |  AllstateProxy.com


Table of Contents

2024 Proxy Statement
Executive Compensation

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, Pay Governance, the committee’s independent compensation consultant, provided executive compensation data, information on current market practices, and benchmarking on target pay opportunities. The committee benchmarks executive compensation program design, executive pay, and performance against a general benchmark and a group of peer companies that are industry peers. Product mix, market segment, annual revenues, premiums, assets and market value were considered when identifying peer companies. The committee believes Allstate competes against these public companies for executive talent, business and shareholder 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, nine out of thirteen of Allstate’s peer companies also include Allstate in their respective peer company lists. The following table reflects the peer group used for 2023 compensation benchmarking.

PEER COMPANIES(1)(2)
Company Name
      Revenue
($ in billions)
      Market Cap
($ in billions)
      Assets
($ in billions)
      Premiums
($ in billions)
AFLAC Inc. 18.7 47.7 126.7 14.1
American International Group Inc. 46.8 46.7 539.3 36.1
AON 13.4 57.8 33.9 13.4
Chubb Limited 49.8 91.6 228.9 45.7
The Hartford Financial Services Group Inc. 24.5 24.0