Equitable Holdings, Inc.
For the period ended May 21, 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 21, 2025 · Filed Apr 4, 2025
Contents
• Compensation Decision-Making Process
Roles and Responsibilities
The Compensation and Talent Committee is responsible for general oversight of our compensation programs and is further responsible for discharging the Board’s responsibilities relating to compensation of our executives including:
| • | reviewing and approving corporate goals and objectives relevant to the compensation of the executives; |
| • | evaluating the executives’ performance in light of those goals and objectives and determining their compensation level based on this evaluation; and |
| • | reviewing and approving all compensation arrangements with executives. |
| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 29 |
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The Compensation and Talent Committee is supported in its work by the Chief Executive Officer, our Human Resources Department and Meridian Compensation Partners (“Meridian”), the Compensation and Talent Committee’s independent compensation consultant for 2024. Recognizing the importance of exercising diligence to review alternate compensation consultants on a periodic basis, the Compensation and Talent Committee undertook a Request for Information (“RFI”) for an independent compensation consultant in 2023 prior to selecting a compensation consultant for 2024 services. Based on the RFI conducted, Meridian was selected as the independent compensation consultant for 2024. Since our competitive compensation analysis for each EQH Program Participant was conducted in November 2023 for 2024 compensation purposes, Pay Governance, the compensation consultant previously retained by the Compensation and Talent Committee, provided the 2024 competitive compensation analysis, which was subsequently reviewed by Meridian in the beginning of 2024. Other than the Chief Executive Officer, no Named Executive Officer plays a decision-making role in determining the compensation of any other Named Executive Officer. Mr. Hurd plays an administrative role as described in the table below.
| Roles and Responsibilities | |
|---|---|
| Chief Executive Officer | As Chief Executive Officer of Holdings, Mr. Pearson assists the Compensation and Talent Committee in its review of executive compensation other than his own. Mr. Pearson provides the Compensation and Talent Committee with his assessment of executive performance relative to the corporate and individual goals and other expectations set for the executives. Based on these assessments, he then provides his recommendations for the executives’ total compensation and the appropriate goals for each in the upcoming year. However, the Compensation and Talent Committee is not bound by his recommendations. |
| Human Resources | Human Resources performs many of the organizational and administrative tasks that underlie the Compensation and Talent Committee’s review and determination process and makes presentations on various topics. As Chief Operating Officer, Mr. Hurd oversees this work. |
| Meridian | Meridian attended Compensation and Talent Committee meetings and assisted and advised the Compensation and Talent Committee in connection with its review of executive compensation policies and practices. In connection with the selection of Meridian as the independent compensation consultant for 2024, the Compensation and Talent Committee considered and confirmed Meridian’s independence pursuant to the NYSE listing standards. Meridian does not perform any work for management. |
Compensation Peer Group
We view a well-constructed peer group as a key part of a sound benchmarking process, but only a starting point since judgment is critical during both the benchmarking and compensation decision-making processes. Accordingly, the Compensation and Talent Committee used compensation data from the Compensation Peer Group listed below to help inform – but not determine – decisions related to the 2024 base salaries and targets of the EQH Program Participants.
| Compensation Peer Group | |
|---|---|
| Ameriprise Financial, Inc. Brighthouse Financial, Inc. Corebridge Financial Jackson Financial Lincoln National Corporation Manulife Financial Corporation | Principal Financial Group, Inc. Prudential Financial, Inc. Sun Life Financial, Inc. Unum Group Voya Financial, Inc. |
The Compensation Peer Group was originally established based on objective factors such as industry, geography and assets, management’s view of our competitors for talent and business and a review of the peer groups used by others in our sector. The Compensation and Talent Committee reviews the Compensation Peer Group in September of each year. During its September 2023 review, the Compensation and Talent Committee decided to remove Allstate from the group due to the sale of its life insurance business, and to add Corebridge Financial and Jackson Financial based on industry and financial scope relevance.
| 30 | Notice of Annual Meeting of Stockholders and 2025 Proxy Statement |
Competitive Compensation Analysis
In November 2023, our independent compensation consultant at the time, Pay Governance, presented the Compensation and Talent Committee with a competitive compensation analysis for each of the EQH Program Participants, which analysis was subsequently reviewed by Meridian in early 2024 (the “Independent Compensation Analysis”). The Independent Compensation Analysis was undertaken in accordance with our target pay philosophy:
Target Pay Philosophy
To provide competitive compensation opportunities by setting total target direct compensation for executive positions within a competitive range of the market median for total compensation with respect to the pay for comparable positions at our peer companies, taking into account certain individual factors such as the specific characteristics and responsibilities of a particular executive’s position as compared to similarly situated executives at our peer companies.
Consistent with our target pay philosophy, the base salaries, annual cash incentive awards and equity-based awards of our executives are generally targeted at the median with respect to those of comparable positions at our peers, unless individual factors require otherwise. For example, an executive’s experience and tenure may warrant a lower initial amount with an adjustment to the median over time, while another executive’s targets may be higher than median in recognition of more extensive experience in role. Base salaries and cash incentive and equity-based award targets are reviewed each year.
The Independent Compensation Analysis focused on the components of direct compensation.
| • | For the President and Chief Executive Officer position, our independent compensation consultant used competitive reference point data for assessing Chief Executive Officer compensation, analyzing data from the EQH compensation peer group that was approved by the Compensation and Talent Committee and comprises life and financial services companies with median assets similar to that of EQH. |
| • | For the Chief Financial Officer position, the analysis included a review of a market reference point in addition to the review of the Compensation Peer Group to provide a broad perspective of the market and ensure a more comprehensive view of practices both within and outside our more direct comparators. The market reference point included a broader group of diverse financial services companies with assets of $50 billion or more and was used when reviewing compensation for his position since the likely talent market is broader than the life insurance sector. |
| • | The Chief Operating Officer position was not benchmarked due to the unique nature of Mr. Hurd’s job responsibilities, combined with the fact that his responsibilities did not align with standard benchmarks available. Rather, Mr. Hurd’s compensation was reviewed from an internal equity standpoint. |
| • | For the Head of Retirement, Wealth Management and Protection Solutions, our independent compensation consultant used competitive compensation information from an expanded peer set comprised of a broader group of publicly traded life companies. |
The Independent Compensation Analysis measured and compared actual pay levels not only on a total direct compensation basis but also by component to review and compare specific compensation elements as well as the particular mix of fixed versus variable, short-term versus long-term and cash versus equity-based compensation at the peer companies.
| Notice of Annual Meeting of Stockholders and 2025 Proxy Statement | 31 |
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