AMERICAN FINANCIAL GROUP INC
For the period ended May 22, 2025. Filed Apr 4, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 22, 2025 · Filed Apr 4, 2025
Contents
2025 Proxy Statement Summary
2025 Proxy
Statement Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider. You should read the entire proxy statement carefully before voting.
MEETING DETAILS
(see “Information about the Annual Meeting and Voting” beginning on page 70):
| Date: May 22, 2025 | Time: 11:00 a.m. Eastern Time | Location: www.virtualshareholder meeting.com/AFG2025 |
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WAYS TO VOTE
| Through the Internet: www.proxyvote.com | By toll free telephone: (800) 690-6903 | By mail: Follow instructions on your proxy card | Virtually: At the Annual Meeting |
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Matters to be Voted on:
| Items · Board Recommendation · Page | |||
|---|---|---|---|
| 1 | Election of 12 Director Nominees | FOR each nominee | Page 8 |
| 2 | Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | Page 17 |
| 3 | Advisory Vote to Approve Compensation of Named Executive Officers (“Say-on-Pay”) | FOR | Page 19 |
| 4 | Amendment to the Amended and Restated 2015 Stock Incentive Plan Solely to Add Non-Employee Directors as Participants | FOR | Page 20 |
2025 Proxy Statement | American Financial Group 1
Board Communications:
| Joseph C. Alter Vice President, Deputy General Counsel & Secretary American Financial Group, Inc. Great American Insurance Group Tower 301 East Fourth Street Cincinnati, Ohio 45202 | Gregory G. Joseph Lead Independent Director American Financial Group, Inc. Great American Insurance Group Tower 301 East Fourth Street Cincinnati, Ohio 45202 |
Throughout this proxy statement, we refer to information and documents that are available on our website. The content posted on, or accessible through, our website is not incorporated by reference into this proxy statement or any of our filings with the SEC and may be revised by us (in whole or in part) at any time and from time to time.
OUR VALUES
Our values form the foundation of our business, shape our priorities, and set our expectations for how we conduct our business, service our customers and interact with each other.
2 2025 Proxy Statement | American Financial Group
OUR PURPOSE
We enable individuals and businesses to manage financial risk by providing insurance products and services tailored to meet their specific and ever-changing financial risk exposures. We build value for our investors through the strength of our customers’ satisfaction and by consistently producing superior operating results.
A HISTORY DATING BACK MORE THAN 150 YEARS
Our business operates under the Great American Insurance Group, whose history dates back to 1872, with the founding of Great American Insurance Company.
7.7%
Points of Statutory Combined Ratio outperformance vs. peers(1) over 10 year period ended 12/31/2024
~55%
Specialty P&C Group gross written premium produced by businesses with “top 10” market rankings
12 years
Consecutive years Specialty P&C GAAP Combined Ratio has been under 94%
| (1) | Commercial lines industry data based on AM Best’s Market Segment Report – February 20, 2025. |
2025 Proxy Statement | American Financial Group 3
2024 FINANCIAL HIGHLIGHTS
FINANCIAL RESULTS:
| Core Net Operating Earnings Per Share (Non-GAAP)(1) | Core Operating Return on Equity(2) | Statutory Combined Ratio(3) |
|---|---|---|
| $10.75 | 19.3% | 90.9% |
| Compared to 97.0% for the commercial lines industry | ||
| Total Capital Returned to Shareholders | Growth in Book Value per Share + Dividends | 10-Year Total Shareholder Return |
|---|---|---|
| $791 million | 19.6% | 355% |
| - $246 million in regular dividends - $545 million in special dividends - Regular dividend rate increased 12.7% in October 2024, representing 19th consecutive annual dividend increase | Based on 12/31/24 book value per share (excluding AOCI) of $56.03 and 2024 dividends of $9.43 per share | Compared to 242% and 314%, respectively, for the S&P 500 and S&P 500 Property and Casualty Indices |
FINANCIAL STRENGTH:(4)
A.M. Best
A+(Superior)
Standard & Poor’s
A+ (Strong)
Moody’s
A1
Rated “A” Excellent or better by A.M. Best for more than 115 years
One of only four companies to achieve this result
| (1) | AFG’s net earnings attributable to shareholders, a GAAP financial measure, include certain items that may not be indicative of its ongoing core operations. AFG believes that its core net operating earnings, a non-GAAP financial measure, provides management, financial analysts, ratings agencies and investors with an understanding of the results from the ongoing operations of the Company by excluding net realized gains and losses and other items that are not necessarily indicative of operating trends. AFG’s management uses core net operating earnings to evaluate financial performance against historical results because it believes this provides a more comparable measure of its continuing business. A reconciliation of net earnings attributable to shareholders to core net operating earnings can be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations — General” on page 48 of AFG’s Annual Report on Form 10-K for the year ended December 31, 2024. |
| (2) | Based on core net operating earnings and using a five-quarter average of ending shareholders’ equity excluding accumulated other comprehensive income. |
| (3) | Commercial lines industry data based on AM Best’s Market Segment Report – February 20, 2025. |
| (4) | Ratings of the Company’s U.S.-based property and casualty insurance companies, where rated. |
4 2025 Proxy Statement | American Financial Group
Corporate Governance Highlights
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.