AMERICAN FINANCIAL GROUP INC

The Compensation Committee of the Board of Directors is responsible for designing the Company’s executive compensation program, reviewing and approving the compensation paid to the Company’s Co-CEOs and other Company senior executive officers, and overseeing the Company’s executive compensation policies. The Compensation Committee also administers the Company’s cash and equity incentive plans. In carrying out these responsibilities, the Compensation Committee seeks to ensure that the total compensation paid to the NEOs is fair, reasonable and competitive.

AFG’s executive compensation philosophy balances attracting, motivating, retaining and rewarding executives with a compensation package competitive among its peers and maximizing shareholder value by designing and implementing programs that tie compensation earned to the short-term and long-term performance of the Company. In evaluating the pay-for-performance alignment, the Compensation Committee compares the Company’s compensation practices to those of a peer group of publicly-held insurance holding companies against which it competes for business, talent and shareholder investment (collectively and as further described below, the “Compensation Peer Group”).

Guided by principles that reinforce the Company’s pay-for-performance philosophy, NEO compensation includes five components: base salary; annual performance-based cash awards; long-term stock incentives; cash awards based on long-term performance; and other compensation, including certain perquisites. A significant portion of each NEO’s compensation is dependent upon the Company achieving business and financial goals.

As part of its compensation program philosophy, the Compensation Committee evaluates the total target and maximum compensation that can be earned by each NEO, rather than considering each individual component in isolation. As such, the Compensation Committee views perquisites as an element of total compensation and, accordingly, would consider the elimination or diminution of any perquisite as a decrease in total compensation.

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Compensation Consultant Engagement

From time to time, the Company engages Pay Governance LLC (“Pay Governance”) as its independent compensation consultant. The scope of these engagements varies from full assessments of the Company’s executive compensation program to specific consulting projects. The Company most recently engaged Pay Governance in 2024, when Pay Governance provided the Compensation Committee with outside independent analysis and perspectives relating to the Committee’s evaluation of proposed changes to the Senior Executive Annual Bonus Plan (“Annual Bonus Plan”) and the impact of those changes on the Company’s overall executive compensation program.

The Company has also previously engaged Pay Governance to provide the Compensation Committee with advice and recommendations regarding the Company’s compensation philosophy and strategies; advice on the Company’s peer group; evaluation of performance metrics and peer performance; and analysis and recommendations regarding the Company’s salaries and incentive compensation plans, executive benefits and Co-CEO perquisites.

The Compensation Committee has reviewed the independence of Pay Governance considering applicable SEC rules and NYSE listing standards regarding compensation consultant independence and has affirmatively concluded Pay Governance is independent from the Company and has no conflict of interest relating to its engagement.

CEO Compensation

The Company has Co-CEOs serving as principal executive officers. The Co-CEOs work together in determining overall corporate strategy and planning, as well as in assessing and managing enterprise risks and opportunities. Key factors affecting the Compensation Committee’s judgment with respect to the Co-CEOs include the nature and scope of their responsibilities and their effectiveness in leading initiatives to effectively manage capital and increase sustainable shareholder value, productivity, profitability and growth. The design of the compensation programs for the Co-CEOs reflects the Company’s leadership structure, which is discussed in more detail above under “Corporate Governance—Leadership Structure” on page 24.

As in prior years, the Compensation Committee determined that the quantifiable measurements for each Co-CEO should be identical because the Compensation Committee believes that the Co-CEOs are ultimately jointly responsible for the Company achieving its objectives. Carl H. Lindner III also serves as CEO of AFG’s Great American Insurance Group and is primarily responsible for AFG’s property and casualty insurance operations. S. Craig Lindner is primarily responsible for AFG’s investment portfolio and heavily involved in capital management and strategic planning. Despite their different primary responsibilities, the Compensation Committee views the roles of the Co-CEOs as collaborative and complementary and does not seek to distinguish the performance of one from the other. Rather, the Compensation Committee scrutinized factors such as the Co-CEOs’ collective role in AFG’s achievement of operating and financial targets, the development of management personnel, the performance of the investment portfolio and the development and implementation of strategies and initiatives to enhance shareholder value.

The Co-CEOs’ performance-based compensation—consisting of annual incentive and long-term incentive components, as further discussed below—is based entirely on the achievement of objective measures of the Company’s business and financial performance. This differs from many companies in the Company’s Compensation Peer Group, which include some manner of subjective, discretionary component in their chief executive officer’s incentive compensation. As shown below, a majority of the compensation earned by the Co-CEOs for 2025 was based on objective measures of Company performance and consisted of long-term compensation components.

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Notably, over the past five-year period, the Co-CEOs have had no increase in:

When evaluating the Co-CEOs annual overall compensation, consistent with the approach of certain institutional investors and proxy advisory firms, the Compensation Committee considers the compensation of the highest-paid Co-CEO as “CEO compensation” and includes the other Co-CEO in its analysis as one of the three highest-paid, non-Chief Financial Officer officers. In addition, when considering the reasonableness of Co-CEO compensation, the Compensation Committee also compares the combined total compensation of the Co-CEOs to the compensation paid to the top two executives at the Company’s peers.

The Compensation Committee believes that the evaluation by certain institutional investors and proxy advisory firms of the Company’s pay-for-performance alignment is distorted by combining the compensation of the two Co-CEOs and representing that the combined compensation reflects “CEO” compensation. The Compensation Committee believes that this view skews compensation analysis and unfairly penalizes the Company for its leadership structure that the Board has determined is in the best interests of shareholders.

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Establishing Total Compensation Levels

The Compensation Committee believes that compensation levels for the Co-CEOs should be based primarily upon the Committee’s assessment of the Co-CEOs’ leadership performance and potential to enhance long-term sustainable shareholder value. The Compensation Committee relies upon a combination of judgment and guidelines in determining the amount and mix of compensation elements for the Co-CEOs. The compensation levels for the other NEOs are similarly determined by the Co-CEOs, and reviewed and approved by the Compensation Committee, again based primarily upon the assessment of each NEO’s leadership performance and potential to enhance long-term sustainable shareholder value.

The Compensation Committee and the Co-CEOs analyze peer groups, including the members of its Compensation Peer Group (as defined below), and industry pay rates at least annually in reviewing the appropriateness and competitiveness of the Company’s compensation programs. In analyzing market pay levels among the Compensation Peer Group, the Compensation Committee considers the variance in size among the companies, both in terms of revenues and market capitalization.

The Compensation Committee utilizes the peer and industry review as a point of reference for measurement and not as a determinative factor. Although the Company seeks to offer total compensation to NEOs that is competitive with the compensation paid by companies in the Compensation Peer Group, the Company does not target or benchmark a particular percentile for its executives’ total pay packages or any individual pay components. Rather, the compensation levels and performance of the Compensation Peer Group constitute one of many factors considered by the Compensation Committee.

The Compensation Peer Group, which the Compensation Committee annually reviews and updates when appropriate, is designed to reflect the Company’s business mix and to consist of companies against which AFG competes for business, talent and shareholder investment. The Compensation Peer Group for 2025, which was unchanged from 2024, consists of the following companies:

The Compensation Committee’s decisions concerning the specific 2025 compensation elements for the Co-CEOs were made within this framework. The Compensation Committee also considered each Co-CEO’s performance and prior-year salary, incentive awards and other compensation. In all cases, specific decisions involving 2025 compensation were ultimately based upon the Compensation Committee’s judgment about the Co-CEOs’ performance, potential future contributions and about whether each payment or award would provide an appropriate incentive and reward for performance that sustains and enhances long-term shareholder value without subjecting the Company to inappropriate or unreasonable risk.

Based on its review, the Compensation Committee found the NEOs’ total compensation to be reasonable and consistent with the Company’s pay-for-performance compensation philosophy.

Compensation Risk Analysis

The Compensation Committee has reviewed the risk profile of the components of AFG’s executive compensation programs, both individually and in the aggregate, including the performance objectives and target and maximum levels used in connection with incentive awards. The Company analyzes and structures its overall compensation program to discourage excessive risk-taking through

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a balanced use of compensation vehicles and metrics with an overall goal of delivering sustained long-term shareholder value while aligning executives’ interests with those of shareholders. Further, our program makes a substantial portion of each NEO’s compensation contingent on delivering performance results intended to benefit our shareholders. The Compensation Committee believes that AFG’s executive compensation programs incentivize the appropriate level of risk-taking behavior by its NEOs needed to grow the business, while encouraging prudent decision-making that focuses on both short-term and long-term results.

No Change in Control or Employment Agreements; All Equity Awards Include “Double Trigger”

Neither of the Co-CEOs or any other NEO is a party to an employment or other agreement providing for severance or change in control payments.

Awards under the Company’s shareholder-approved equity incentive plan do not provide for automatic acceleration of awards for any participant, including the Co-CEOs and other NEOs. All awards include a “double trigger” provision providing that if the awards are assumed by the surviving entity in the change of control, vesting of the awards will not accelerate unless the participant also has a qualifying termination of employment (by the Company without cause or by the participant for good reason). If the surviving entity does not assume the equity awards upon the change in control, unvested awards will become vested upon the occurrence of the change in control.

Tally Sheets

The Compensation Committee reviews at least annually a comprehensive tally sheet compiled internally to review all elements of the NEOs’ compensation. The tally sheet includes all of the information that is reflected in the Summary Compensation Table as well as amounts and descriptions of perquisites not required to be specifically identified by SEC regulations, generally because the amount of such items are not deemed material under applicable SEC regulations. The review by the Compensation Committee analyzes how changes in any element of compensation would impact other elements. Such analysis has become a key facet of the Compensation Committee’s review of NEO compensation as various components, including perquisites, are deemed by the Compensation Committee to be important elements of an executive’s overall compensation. This also allows the Compensation Committee to make compensation decisions and evaluate management recommendations based upon a complete analysis of an NEO’s total compensation. In evaluating perquisites paid to the Co-CEOs, the Compensation Committee considered the annual limitations on certain perquisites applied by the Committee and described under “Perquisites and Other Personal Benefits” on page 52.

Equity Incentive Compensation

The Compensation Committee views long-term incentive compensation in the form of equity awards as a critical element of the executive compensation program. The Company utilizes restricted share awards that cliff-vest after four years. The Compensation Committee believes that this incentivizes and rewards our NEOs for long-term performance based on the value of our common shares and aligns the interests of our NEOs and our shareholders. The Compensation Committee, as well as the Co-CEOs, also believe that the four-year cliff vesting period provides the Company with retention benefits for the NEOs and other key employees.

The Compensation Committee was mindful of the substantial ownership of the Company’s common shares by executive officers, particularly the Co-CEOs, and the effect of such ownership in aligning their interests with those of the Company’s shareholders.

Internal Pay Equity

The Compensation Committee does not apply fixed ratios when conducting an analysis of the relative difference between the Co-CEOs’ compensation and the compensation of the Company’s other senior executives. However, the Compensation Committee believes that the Company’s internal pay equity structure is appropriate based upon the contributions to the success of the Company and as a means of motivation to other executives and employees.

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Share Ownership Requirements

The NEOs and other senior executives of the Company and its subsidiaries are subject to the Company’s share ownership requirements. Pursuant to the requirements, each Co-CEO must own five times his base salary in Company common shares while the other NEOs and certain other senior management members must own one times his or her base salary in Company common shares. The Company has also established share ownership guidelines for its non-employee directors and other senior management members of the Company, which are discussed below under “Executive Compensation—Director Compensation and Stock Ownership Guidelines” on page 59.

Insider Trading Policy

AFG’s Insider Trading Policy governs the purchase, sale and other dispositions of the Company’s securities by our directors, officers and employees, as well as their related persons (as defined in the Policy). The Company believes that these policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. It is also the Company’s policy to comply with all applicable securities laws when transacting in its own securities. A copy of the Insider Trading Policy is filed as Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Hedging and Pledging Transactions

The Company’s Insider Trading Policy also governs the hedging and pledging of AFG common shares. Transactions involving hedging of Company shares by directors and executive officers are prohibited. The Policy discourages any pledging of the Company’s common shares, including holding common shares in a margin account. Directors and executive officers are required to obtain pre-approval from the Chair of the Corporate Governance Committee before pledging common shares. Such approval will be granted only if the individual can clearly demonstrate the financial capacity to repay the loan without resorting to the pledged securities and/or after a determination that the number of shares that the individual proposes to pledge is unlikely to affect the market for the common shares when viewed in relation to the market value or trading volume. For more than ten years, no NEO or director has pledged any common shares.

Outside Consultants

The Compensation Committee has the authority to retain and from time to time has retained outside consultants to assist in evaluating the Company’s executive compensation programs and practices. The Compensation Committee has engaged independent compensation consultant Pay Governance from time-to-time as discussed above.

Tax Deductibility of Pay

On December 22, 2017, the Tax Cuts and Job Act of 2017 (the “TCJA”) was signed into law. The TCJA includes significant changes to the rules under Section 162(m) of the Internal Revenue Code for deducting certain executive compensation. In general, for years prior to 2018, Section 162(m) of the Internal Revenue Code disallowed a tax deduction to publicly held companies for compensation paid in any year to certain executive officers in excess of $1 million per officer that did not qualify as “performance-based compensation.” Under the TCJA, the exemption from Section 162(m)’s deduction limit for performance-based compensation has been repealed. The new rules generally apply to taxable years beginning after December 31, 2017, but do not apply to remuneration paid in future years pursuant to a written binding contract in effect on November 2, 2017 that is not modified in any material respect after that date. In December 2020 the Internal Revenue Service issued final regulations with regard to the new Section 162(m) rules provided by the TCJA. Despite the Compensation Committee’s efforts in prior years to structure certain incentive programs as “performance-based compensation” intended to be exempt from Section 162(m)’s deduction limits, because of uncertainties as to the interpretation and application of the new rules, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will do so.

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Section 409A

Section 409A of the Internal Revenue Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the law with respect to the timing of deferral elections, timing of payments and certain other matters. In general, it is AFG’s intention to design and administer its compensation and benefits plans and arrangements for all of its employees so that they are either exempt from, or satisfy the requirements of, Section 409A.

Recovery of Prior Awards

The Company’s Executive Officer Clawback Policy (the “Clawback Policy”) is designed to comply with the clawback rules adopted by the Securities and Exchange Commission and New York Stock Exchange rules. The Board has designated the Compensation Committee to administer the Clawback Policy. The Clawback Policy applies in the case of an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.

The Clawback Policy provides that the Company, on a reasonably prompt basis following such an accounting restatement, will require the reimbursement or forfeiture of erroneously-awarded compensation received by current and former executive officers during the three completed fiscal years immediately preceding the required restatement date over the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. The Company will provide any affected executive officer with a written notice of such amount and a demand for repayment or return. If an executive officer fails to repay erroneously awarded compensation to the Company when due, the Company will take all actions reasonable and appropriate to recover such amounts.

The Company’s ability to recoup incentive compensation paid under the Clawback Policy is in addition to the recoupment requirements of the Sarbanes-Oxley Act. Also, each of the Senior Executive Annual Bonus Plan and Senior Executive Long Term Incentive Compensation Plan contain specific provisions regarding recovery of awards in the event of restatement of materially inaccurate financial results, which provisions apply to senior employees of the Company beyond the executive officers to which the Clawback Policy applies.

Additionally, the Company maintains a broader recoupment policy for performance awards that applies to senior management employees beyond the executive officer group to which the Clawback Policy applies.