ALLSTATE CORP
For the period ended May 14, 2024. Filed Apr 1, 2024.
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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 14, 2024 · Filed Apr 1, 2024
ALL$254.81-4.5%Stored close · as of Nov 6, 2026
Contents
Estimate of Potential Payments Upon Termination
Estimate of Potential Payments Upon Termination(1)
The table below describes the value of compensation and benefits payable to each named executive upon termination that would exceed the compensation or benefits generally available to salaried employees in each termination scenario. The total column in the following table does not reflect compensation or benefits previously accrued or earned by the named executives, such as deferred compensation and non-qualified pension benefits. Benefits and payments are calculated assuming a December 31, 2023 employment termination date.
| Name · Severance($) · AnnualIncentivePlan($)(2) · StockOptions —Unvested andAccelerated($) · RestrictedStock Units andPerformance StockAwards — Unvestedand Accelerated($) · WelfareBenefits andOutplacementServices($) · Total($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Mr. Wilson | ||||||||
| Termination due to Retirement(3) | 0 | 2,077,500 | 5,987,837 | 16,691,075 | 0 | 24,756,412 | ||
| Termination due to Change in Control(4) | 11,080,000 | (5) | 4,155,000 | 6,045,125 | 17,653,438 | 66,405 | (6) | 38,999,968 |
| Death | 0 | 2,077,500 | 6,045,125 | 17,653,438 | 0 | 25,776,063 | ||
| Disability | 0 | 2,077,500 | 6,045,125 | 17,653,438 | 0 | 25,776,063 | ||
| Mr. Merten | ||||||||
| Termination due to Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Termination due to Change in Control(4) | 3,442,500 | (5) | 956,250 | 699,867 | 2,629,664 | 73,999 | (6) | 7,802,280 |
| Death | 0 | 478,125 | 699,867 | 2,629,664 | 0 | 3,807,656 | ||
| Disability | 0 | 478,125 | 699,867 | 2,629,664 | 5,914,741 | (7) | 9,722,397 | |
| Mr. Dugenske | ||||||||
| Termination due to Retirement(3) | 0 | 0 | 0 | 0 | 0 | 0 | ||
| Termination due to Change in Control(4) | 4,375,000 | (5) | 1,306,028 | 1,495,768 | 4,232,575 | 73,999 | (6) | 11,483,370 |
| Death | 0 | 653,014 | 1,495,768 | 4,232,575 | 0 | 6,381,357 | ||
| Disability | 0 | 653,014 | 1,495,768 | 4,232,575 | 5,046,887 | (7) | 11,428,244 | |
| Mr. Gupta | ||||||||
| Termination due to Retirement(3) | 0 | 335,555 | 976,169 | 3,392,135 | 0 | 4,703,859 | ||
| Termination due to Change in Control(4) | 2,850,000 | (5) | 671,109 | 985,935 | 4,878,023 | 66,405 | (6) | 9,451,472 |
| Death | 0 | 335,555 | 985,935 | 4,878,023 | 0 | 6,199,513 | ||
| Disability | 0 | 335,555 | 985,935 | 4,878,023 | 1,191,272 | (7) | 7,390,785 | |
| Mr. Rizzo | ||||||||
| Termination due to Retirement(3) | 0 | 653,014 | 1,277,966 | 3,676,294 | 0 | 5,607,274 | ||
| Termination due to Change in Control(4) | 4,375,000 | (5) | 1,306,028 | 1,291,035 | 3,895,783 | 66,355 | (6) | 10,934,201 |
| Death | 0 | 653,014 | 1,291,035 | 3,895,783 | 0 | 5,839,832 | ||
| Disability | 0 | 653,014 | 1,291,035 | 3,895,783 | 0 | 5,839,832 | ||
| (1) | A “0” indicates either there is no amount payable to the named executive, or the amount payable is the same for both the named executives and all salaried employees. |
| (2) | The 2023 annual incentive plan payment is payable to all named executives as a result of death or disability. In addition, it is payable to Messrs. Wilson, Gupta and Rizzo in the event of retirement. The amount listed for the annual incentive plan payment upon termination due to a change in control is shown at target as defined in the CIC Plan. |
| (3) | As of December 31, 2023, Messrs. Wilson, Gupta and Rizzo are eligible to retire in accordance with Allstate’s policy and the terms of its equity and annual incentive compensation and benefit plans. |
| (4) | The values in this change in control row represent amounts paid if both the change in control and qualifying termination occur on December 31, 2023. PSAs are paid out based on actual performance; for purposes of this table, the 2021-2023 cycle is shown at 31% of target and the 2022-2024 and 2023-2025 cycles are reflected at target. |
| Equity awards do not accelerate in the event of a change in control unless also accompanied by a qualifying termination of employment. A change in control also would accelerate the distribution of deferred compensation and SRIP benefits for Messrs. Wilson, Gupta and Rizzo; deferred compensation and SRIP benefits for the other NEOs are distributed in accordance with the applicable plan terms and participant elections. Please see the Non-Qualified Deferred Compensation at Fiscal Year-end 2023 table and footnote 2 to the Pension Benefits table in the Retirement Benefits section for details regarding the applicable amounts for each named executive. | |
| (5) | Represents two times the sum of base salary and target annual incentive. |
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| (6) | The Welfare Benefits and Outplacement Services amount includes the cost to provide certain welfare benefits to the named executive and family during the period the named executive is eligible for continuation coverage under applicable law. The amount shown reflects Allstate’s costs for these benefits or programs assuming an 18-month continuation period. The value of outplacement services is $50,000 for each named executive. |
| (7) | The named executives who participate in the long-term disability plan are eligible to participate in Allstate’s supplemental long-term disability plan for employees whose annual earnings exceed the level that produces the maximum monthly benefit provided by the long-term disability plan (basic plan). The monthly benefit is equal to 60% of the named executive’s qualified annual earnings divided by twelve and rounded to the nearest $100, reduced by $7,500, which is the maximum monthly benefit payment that can be received under the basic plan. The amount reflected assumes the named executive remains totally disabled until age 65 and represents the present value of the monthly benefit payable until age 65. |
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