AMERICAN FINANCIAL GROUP INC (AFG)
Sector: Financials
2026 Annual Meeting Analysis
AMERICAN FINANCIAL GROUP INC · Meeting: May 20, 2026
Directors FOR
7
Directors AGAINST
5
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors
Against Analysis
Carl H. Lindner III is Co-CEO and brother of the other Co-CEO S. Craig Lindner; the two brothers together with the Lindner family control approximately 20% of shares, creating a concentrated family governance structure. Additionally, his son-in-law David L. Thompson also serves on the board, deepening familial ties at the board level. TSR trigger does not apply (AFG's 3-year return of +43.9% trails the peer median of +92.0% by 48.1 percentage points, which is below the 65-percentage-point threshold required to trigger a vote against for strong-positive absolute TSR). The against vote is driven solely by the familial relationship policy flag — as Co-CEO, he is proximate to the top of management, and his brother is the other Co-CEO, raising governance concentration concerns.
S. Craig Lindner is Co-CEO and brother of the other Co-CEO Carl H. Lindner III; his son Craig Lindner Jr. also sits on the same board, creating a situation where three Lindner family members serve on a 12-person board while the family collectively controls roughly 20% of shares. The against vote is driven by the familial relationship policy — the presence of his son as a fellow director and his brother as co-CEO represents a concentration of family influence at the very top of management and governance.
Mr. Berding is AFG's President and a director; the proxy discloses that a son-in-law of Mr. Berding is employed by the Company and received approximately $275,000 in salary and bonus for 2025, which is a familial relationship to an employee of the company. While the son-in-law is not senior management, the policy flags familial relationships to the company generally, and Mr. Berding himself is a senior executive (President) serving as a director, which raises the same executive-director concentration concern as the Co-CEOs.
Craig Lindner Jr. is the son of Co-CEO S. Craig Lindner and the nephew of Co-CEO Carl H. Lindner III, placing him in a direct familial relationship with the two most senior executives of the company; the policy calls for a No vote when a director has a familial relationship to the CEO or founder. He joined the board in 2025, so the TSR trigger does not apply under the 24-month new-director exemption, but the familial relationship flag stands independently.
Mr. Thompson is the son-in-law of Co-CEO Carl H. Lindner III and serves as President and COO of Great American Insurance Company, AFG's flagship subsidiary; the policy calls for a No vote when a director has a familial relationship to senior management, particularly the CEO, and Mr. Thompson's relationship is direct — he is married to the daughter of one of the two Co-CEOs.
For Analysis
Mr. Joseph is the Lead Independent Director with relevant experience as a former lead director of a publicly traded insurance company; the board has deemed the automotive dealership transactions with his affiliated company as immaterial, and no overboarding, attendance, or TSR triggers apply.
Ms. Martin is classified as independent, chairs the Compensation Committee, brings banking, asset management, and commercial real estate experience, and no policy triggers apply.
Ms. Murray is classified as independent with government, corporate, and cybersecurity credentials; she sits on the Audit and Compensation Committees and no policy triggers apply.
Mr. Newport is classified as independent, is a former CEO and CFO of a large public company, serves as an audit committee financial expert, and joined in 2024 — well within the 24-month new-director exemption for the TSR trigger; no other policy triggers apply.
Mr. Nwankwo is classified as independent, brings operational and entrepreneurial experience, has served since 2020, and no overboarding, attendance, or TSR triggers apply.
Mr. Verity is classified as independent, chairs the Corporate Governance Committee, brings investment management and corporate governance expertise, and no policy triggers apply.
Mr. Von Lehman is classified as independent, is a CPA and former CFO of a specialty insurance company, serves as an audit committee financial expert, and no policy triggers apply.
The 12-director slate includes seven independent directors who all receive FOR votes. Five directors — both Co-CEOs (brothers Carl H. Lindner III and S. Craig Lindner), President John B. Berding, Craig Lindner Jr. (son of S. Craig Lindner), and David L. Thompson (son-in-law of Carl H. Lindner III) — receive AGAINST votes driven by the policy's familial relationship rule. The Lindner family controls roughly 20% of shares and occupies five of twelve board seats, creating significant governance concentration concerns. The TSR underperformance trigger does not fire: AFG's 3-year return of +43.9% trails the peer median of +92.0% by 48.1 percentage points, which falls short of the 65-percentage-point threshold applicable when a company's absolute 3-year return exceeds +20%.
Say on Pay
✓ FORCEO
S. Craig Lindner
Total Comp
$11,148,296
Prior Support
93%%
The prior year Say on Pay vote received approximately 93% support, well above the 70% threshold that would require a response, and the company has maintained a consistent pay program. S. Craig Lindner's reported total compensation of approximately $11.1 million is reasonable for a Co-CEO of an $11.7 billion specialty insurance company, and a majority of compensation for the Co-CEOs is performance-based — comprising annual incentive cash awards tied to objective metrics (operating EPS, return on equity, and relative book value growth) plus long-term cash incentives and four-year cliff-vesting restricted stock. Pay-for-performance alignment is adequate: the 2025 annual bonus payout was near target (101% of target for the Co-CEOs) reflecting strong absolute operating performance (18.2% ROE, 19.1% three-year average ROE earning the maximum long-term incentive ROE component), the company has a meaningful clawback policy, no employment or change-in-control agreements exist, and equity awards carry double-trigger vesting provisions.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$8,594,000
Non-Audit Fees
$1,087,000
Non-audit fees (tax fees of $445,000 plus all other fees of $642,000 = $1,087,000) represent approximately 12.6% of total fees but 12.6% of audit fees — wait, recalculating: non-audit fees of $1,087,000 divided by audit fees of $8,594,000 equals approximately 12.7%, which is well below the 50% threshold. However, this ratio is under 50%, so the trigger does NOT fire. Ernst & Young's tenure is not disclosed in the proxy, so the tenure trigger cannot be confirmed and does not fire per policy. No material restatements are disclosed. The auditor is a Big 4 firm appropriate for a company of AFG's size. All policy screens pass, supporting a FOR vote.
Actual Vote Results
Meeting held May 20, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Roger K. Newport | 99.7% | 72.1M | 227,960 | ✓ Elected |
| Amy Y. Murray | 99.4% | 71.9M | 453,222 | ✓ Elected |
| Carl H. Lindner III | 99.1% | 71.7M | 642,306 | ✓ Elected |
| S. Craig Lindner | 99.1% | 71.7M | 644,225 | ✓ Elected |
| David L. Thompson | 99.0% | 71.6M | 760,361 | ✓ Elected |
| Evans N. Nwankwo | 98.0% | 70.9M | 1.4M | ✓ Elected |
| Mary Beth Martin | 97.9% | 70.8M | 1.5M | ✓ Elected |
| John B. Berding | 97.9% | 70.8M | 1.5M | ✓ Elected |
| Gregory G. Joseph | 94.2% | 68.1M | 4.2M | ✓ Elected |
| S. Craig Lindner Jr. | 93.0% | 67.2M | 5.1M | ✓ Elected |
| John I. Von Lehman | 92.5% | 66.9M | 5.4M | ✓ Elected |
| William W. Verity | 87.1% | 63.0M | 9.3M | ✓ Elected |
Say on Pay
For 69.7M · Against 2.5M · Abstain 92,309
Auditor Ratification
For 74.8M · Against 1.0M · Abstain 53,183
Overall Assessment
The 2026 AFG annual meeting presents three standard proposals: director elections, auditor ratification, and Say on Pay. The primary governance concern is significant Lindner family board concentration — five of twelve nominees have familial ties to the Co-CEOs, warranting AGAINST votes under the familial relationship policy, while all seven independent directors receive FOR votes; the auditor (Ernst & Young) passes all fee ratio and independence screens and receives a FOR vote; and the Say on Pay program, which features objective performance metrics, near-target 2025 payouts, strong prior-year shareholder support of 93%, and robust governance features, also receives a FOR vote.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing