AMERICAN FINANCIAL GROUP INC (AFG)
Sector: Financials
2026 Annual Meeting Analysis
AMERICAN FINANCIAL GROUP INC · Meeting: May 20, 2026
Directors FOR
9
Directors AGAINST
3
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Directors
Against Analysis
Carl H. Lindner III is a Co-CEO and insider director whose son-in-law David L. Thompson also serves on the board; while the TSR trigger does not fire (AFG's 3-year return of +29.2% trails the peer median of +53.8% by only 24.6 percentage points, well below the 50-point threshold for strong-positive TSR), the proxy discloses that he is the father-in-law of fellow director David L. Thompson, creating a familial relationship between two board members that raises independence and governance concerns under the policy's familial-relationship flag.
Craig Lindner Jr. is the son of Co-CEO S. Craig Lindner and a company employee (Divisional President of AFG Real Estate Investments), creating a direct familial relationship with senior management — the policy's most significant familial-relationship concern; although he joined the board in 2025 and is within the 24-month new-director exemption for the TSR trigger, the familial relationship flag independently supports an AGAINST vote.
David L. Thompson is the son-in-law of Co-CEO Carl H. Lindner III, creating a direct familial relationship with the company's top executive; the policy specifically flags familial relationships with senior management — particularly the CEO — as a basis for an AGAINST vote, and this insider-executive director role compounds the concern.
For Analysis
S. Craig Lindner is a Co-CEO and insider director; the 3-year TSR underperformance versus the peer group (−24.6 percentage points) does not meet the 50-point trigger threshold for a company with strong-positive absolute TSR, and no other policy flags apply to him individually.
Mr. Joseph is the Lead Independent Director with relevant insurance-company board experience; the TSR underperformance trigger does not fire, attendance is adequate, no overboarding, and no disqualifying familial or independence concerns are present.
Mr. Berding is an insider director serving as President of AFG; the TSR trigger does not fire, no overboarding, and the proxy discloses a son-in-law of Mr. Berding employed by the company at a lower level, which the policy treats as less material than proximity to top management.
Ms. Martin is an independent director chairing the Compensation Committee with relevant banking, asset management, and executive leadership background; the TSR trigger does not fire, attendance is adequate, and no other policy flags apply.
Ms. Murray is an independent director with government, corporate, and cybersecurity expertise; the TSR trigger does not fire, attendance is adequate, and no other policy flags apply.
Mr. Newport joined the board in 2024 and is within the 24-month new-director exemption from the TSR trigger; he brings strong CFO and CEO experience and serves as an audit committee financial expert with no other disqualifying flags.
Mr. Nwankwo is an independent director with operational and entrepreneurial background; the TSR trigger does not fire, attendance is adequate, and no other policy flags apply.
Mr. Verity is an independent director chairing the Corporate Governance Committee with extensive investment management and board experience; the TSR trigger does not fire, attendance is adequate, and no other policy flags apply.
Mr. Von Lehman is an independent director and audit committee financial expert with deep insurance-industry finance and CPA background; the TSR trigger does not fire, attendance is adequate, and no other policy flags apply.
The policy supports FOR votes on 9 of 12 nominees. Three AGAINST votes are warranted: Carl H. Lindner III (father-in-law of fellow board member and insider director David L. Thompson), Craig Lindner Jr. (son of Co-CEO S. Craig Lindner and a company employee), and David L. Thompson (son-in-law of Co-CEO Carl H. Lindner III) — all three trigger the policy's familial-relationship-to-senior-management flag. The 3-year TSR underperformance gap of −24.6 percentage points versus the peer median does not reach the 50-point trigger threshold applicable to AFG's strong-positive absolute TSR, so no TSR-based AGAINST votes are warranted. All directors meet attendance requirements.
Say on Pay
✓ FORCEO
S. Craig Lindner
Total Comp
$11,148,296
Prior Support
93%%
The reported total compensation of $11,148,296 for Co-CEO S. Craig Lindner is reasonable for a co-chief executive at a ~$10.8 billion specialty insurance company, and the company's prior Say-on-Pay vote received approximately 93% support — well above the 70% threshold that would require a response. The pay structure is heavily weighted toward variable, performance-based components (annual cash bonus tied to objective EPS, ROE, and relative book-value-per-share metrics; a three-year long-term cash incentive plan; and four-year cliff-vesting restricted stock), satisfying the policy's requirement that at least 50–60% of compensation be at-risk. Although AFG's 3-year total shareholder return of +29.2% trailed the peer group median of +53.8% by 24.6 percentage points, above-benchmark variable pay paired with moderate relative underperformance does not reach the 20-percentage-point threshold against peers required to trigger a pay-for-performance misalignment concern under the policy, and the 5-year return of +89.7% substantially exceeds the peer median of +78.8%, supporting an overall FOR determination.
Auditor Ratification
✓ FORAuditor
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 audit fees ($8,594,000), well below the 50% threshold that would raise independence concerns; Ernst & Young is a Big 4 firm appropriate for a company of AFG's size and complexity; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, and no material restatements are noted.
Overall Assessment
The 2026 AFG annual meeting ballot contains three standard proposals: director elections, auditor ratification, and an advisory Say-on-Pay vote. The primary governance concern on the ballot is the concentration of family relationships on the board — the Lindner family controls approximately 20% of shares and three nominees (Carl H. Lindner III, Craig Lindner Jr., and David L. Thompson) have direct familial ties to senior management that trigger AGAINST votes under the policy; all other proposals pass policy screens and receive FOR determinations.
Compensation Peer Group
14 companies disclosed in 2026 proxy filing