Sector: Financials
ALLSTATE CORP · Meeting: May 22, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of 11 Directors
Allstate's 3-year total shareholder return of +96.7% outperforms the peer group median by +33.3 percentage points, well below the 65-point gap needed to trigger a vote against; no overboarding, attendance, or independence concerns apply.
Hume holds one outside public board seat (TD SYNNEX), is independent, attended all meetings, and the TSR trigger does not apply given Allstate's strong outperformance of its peer group over three years.
Brown holds no other public board seats, is independent, serves as Audit Committee Chair with confirmed financial expertise, and the TSR trigger does not apply.
Crawford holds two outside public board seats (C.H. Robinson and Visa), which is within the four-seat limit for non-executive directors, is independent, and the TSR trigger does not apply.
Keane holds one outside public board seat (Tenable Holdings), is independent, attended all meetings, and the TSR trigger does not apply given Allstate's strong peer outperformance.
Mehta holds two outside public board seats (Jones Lang LaSalle and Northern Trust), within the four-seat limit, is independent with confirmed financial expertise as an audit committee financial expert, and the TSR trigger does not apply.
Morris joined in 2024 and has been on the board for approximately two years, placing her at the boundary of the 24-month new-director exemption; she holds two outside public board seats within the limit, is independent, and the TSR trigger does not apply given strong peer outperformance.
Perold holds one outside public board seat (MSCI), is independent, chairs the Risk and Return Committee, and the TSR trigger does not apply given Allstate's strong outperformance of its peer group.
Redmond holds no other public board seats, is independent despite 16 years of tenure (the board has specifically evaluated and affirmed her independence), and the TSR trigger does not apply.
Traquina holds two outside public board seats (Morgan Stanley and eBay), within the four-seat limit for non-executive directors, is independent, and the TSR trigger does not apply.
Turner holds no other public board seats, is independent, joined in 2023 with three years of tenure, and the TSR trigger does not apply given Allstate's strong peer outperformance.
All 11 director nominees pass each policy screen: Allstate's 3-year total shareholder return of +96.7% outperforms the peer group median by +33.3 percentage points, far short of the 65-point gap required to trigger a vote against any director under the strong-positive-TSR tier; no director is overboarded; all independent directors attended at least 75% of meetings; all audit committee members have confirmed financial expertise; no familial relationships with senior management were disclosed; and no non-independent directors serve on the audit or compensation committees.
CEO
Thomas J. Wilson
Total Comp
$22,920,898
Prior Support
95%+%
CEO total compensation of approximately $22.9 million is elevated but is consistent with a large-cap financial services CEO ($54.8 billion market cap) who delivered a 96.7% three-year total shareholder return and net income of $10.2 billion in 2025; the compensation structure is well-designed, with approximately 93% of CEO pay being at-risk and performance-based through a combination of performance stock awards tied to return on equity and relative total shareholder return, stock options that only pay off if the share price rises, and a cash bonus linked to measurable operating targets. The prior Say on Pay vote exceeded 95% support, shareholders reported broad satisfaction with the program during engagement, a robust clawback policy is in place, and the pay-for-performance alignment check is satisfied because variable pay above benchmark is matched by Allstate outperforming its peer group by more than 33 percentage points over three years.
Auditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$11,642,000
Non-Audit Fees
$883,000
Non-audit fees (audit-related fees of $863,000 plus tax fees of $20,000, totaling $883,000) represent approximately 7.6% of the $11,642,000 audit fee for 2025, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed with a specific year count so the tenure trigger cannot fire; Deloitte is a Big 4 firm fully appropriate for a company of Allstate's size and complexity; and no material financial restatements were identified.
1 proposal submitted by shareholders
Proposal 4
Based on the proposal title and the board's opposition statement — which notes that the metrics the proponent wants evaluated 'are not being used' — this proposal appears to be aimed at pressuring the company to eliminate or audit diversity and environmental metrics from compensation, a goal consistent with conservative ideological advocacy rather than neutral shareholder financial interests. Under the policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of how they are framed, because they serve political rather than shareholder-value goals. Even if the filer were considered credible, the board's disclosure that these metrics are not currently in use substantially weakens the case for a report, and prior-year vote data is not available to suggest widespread shareholder concern.
Allstate's 2026 annual meeting ballot is clean across all standard proposals: a well-qualified 11-person director slate passes all policy screens given the company's strong stock performance, the auditor fee structure raises no independence concerns, and the executive compensation program is well-structured with over 90% of CEO pay tied to measurable performance goals that were validated by a 96.7% three-year return and 95%+ prior Say on Pay support. The one stockholder proposal — requesting a report on the use of ESG and diversity metrics in compensation — is voted against because it appears driven by conservative ideological advocacy rather than neutral shareholder financial interests.
13 companies disclosed in 2026 proxy filing
