Athene Holding Ltd

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis (CD&A)

Named Executive Officers (NEOs)

Our NEOs, comprised of our principal executive and financial officers, our three highest paid executive officers serving as executive officers as of December 31, 2023 other than our principal executive and financial officers, and a former executive officer who would have been one of our three highest paid executive officers other than our principal executive and financial officers but for the fact that he was not serving as an executive officer as of December 31, 2023, are as follows:

*Effective February 16, 2023, Mr. Golden transitioned from his previous role as Executive Vice President and General Counsel into the role of Executive Vice President and Global Head of Insurance Regulation and in that capacity is no longer considered an executive officer of the Company.

Compensation Framework

Goals, Principles and Process

Our 2023 executive compensation program was designed to:

•attract, retain and motivate high-performing talent;

•reward outstanding performance;

•align executive compensation elements with company performance; and

•align the interests of our executives with those of our stakeholders.

Following the closing of the AHL Merger, we became a “controlled company” for purposes of the NYSE listing standards and, as a result, we are no longer required to have a compensation committee comprised solely of independent directors or to have the compensation of our executive officers determined by such a committee. Accordingly, compensation decisions with respect to Mr. Belardi, who is an executive officer of AGM, are made by the compensation committee of AGM’s board of directors (the “AGM Compensation Committee”), which is composed solely of independent directors of AGM, and compensation decisions with respect to our other NEOs are made by the executive committee of our board of directors.

For 2023, the executive committee, upon recommendations by Mr. Belardi and after consulting with AGM, determined the compensation of all of our executive officers other than Mr. Belardi. The executive committee made compensation decisions after considering performance of the Company and each individual as well as the Company’s historical compensation practices. In addition, consistent with prior practice, in determining the compensation of our NEOs other than Mr. Belardi, Mr. Belardi’s recommendations to the executive committee also considered industry-specific survey data provided by Willis Towers Watson. None of our NEOs participated in the determination of their own compensation.

2023 Compensation Elements

Base Salary

Except as may otherwise be specified in an NEO’s employment agreement, base salaries for our NEOs are determined annually, based on a number of factors, including the size, scope and impact of their role, the market value associated with their role, leadership skills, length of service, and individual performance and contributions.

Annual Incentive Awards

As further discussed below in –2023 Compensation Decisions, in 2023, we granted annual cash incentive awards to our NEOs based on the achievement of financial, operational and personal objectives, established by the executive committee of our board of directors based on our internal business plan for the year. The executive committee determined the amount of the awards for the NEOs other than Mr. Belardi and the AGM Compensation Committee determined the amount of Mr. Belardi’s award, in each case, based on performance against the pre-established objectives. The annual incentive award payout for each NEO other than Mr. Belardi was also subject to adjustment by our executive committee or Mr. Belardi based on a review of the NEO’s individual performance in 2023. In addition, the portion of the annual incentive award payout could have been overridden to 0% for the NEOs at the discretion of our executive committee in the event of a material breach of a risk threshold, but only to the extent such breach was not approved in advance or waived by our executive committee.

Long-Term Incentive Awards

As further discussed below in –2023 Compensation Decisions, in early 2023, AGM granted to each of the NEOs an annual AGM RSU award in respect of their 2023 service, one-third of which vested on December 31, 2023 and the remaining two-thirds of which is scheduled to vest in equal installments on each of December 31, 2024 and 2025, subject to the NEO’s continued employment through each applicable vesting date. In addition, Mr. Kvalheim was granted a special one-time AGM RSU award in connection with the redesign of his compensation, as described below.

Performance Fee Programs

Performance fee entitlements with respect to investment funds managed by AGM and its subsidiaries confer rights to participate in distributions made to investors following the realization of an investment or receipt of operating profit from an investment by the fund, provided the fund has attained a specified performance return. Since 2020, Messrs. Belardi, Kvalheim, Klein, Downing, Niemann, and Golden have been entitled to participate in certain performance fee income received from a series of funds managed by affiliates of AGM. Beginning in 2022, the NEOs other than Mr. Belardi also participated in an AGM program that gives them rights to participate in performance fee income. Under the program, performance fees that accrue may be notionally invested by participants in a fund AGM manages until paid. Rights to payments under this program vest after three years, subject to continued employment, with the first payment scheduled to be made in 2025. As with other amounts distributed in respect of performance fees, our financial statements characterize performance fee income allocated to participating professionals in respect of their performance fee rights as compensation. None of the NEOs received payments under the performance fee programs in 2023.

Partner Benefits Stipend

AGM provides each NEO other than Mr. Belardi with an annual partner stipend of $250,000 that may be used by the NEOs for benefits or other purposes.

Partnership Interest Revenue Sharing

Mr. Belardi, who was a founder of ISG, continues to hold a partnership interest in ISG (the “ISG partnership interest”). Mr. Belardi’s ISG partnership interest provides quarterly distributions equal to 3.35% of base management fees and 4.5% of subadvisory fees, as such terms are defined in the fee agreement by and between ISG and the Company, and the fee agreements by and between ISG and ACRA, each as in effect from time to time. In addition, pursuant to the terms of his employment agreement, Mr. Belardi is entitled to receive an additional annual amount equal to 3% of the profits of Apollo’s Insurance Solutions Group International, the international arm of ISG (ISGI), subject to Mr. Belardi’s continued employment with the Company through the date it pays its annual bonuses for the applicable year. Mr. Belardi’s ISG partnership interest and ISGI profits entitlement result in distributions which, unlike dividends on common stock, are reported in the All Other Compensation column of the 2023 Summary Compensation Table.

Grant Kvalheim Compensation Redesign

As previously disclosed, the structure of Mr. Kvalheim’s compensation was updated in 2023 as part of certain changes to the design of AGM’s compensation programs, whereby AGM executed new long-term compensation arrangements for certain of its senior business leaders to further align their interests with objectives tied to the businesses that they directly oversee, enterprise objectives for AGM overall and the long-term interests of AGM stockholders.

As part of the compensation redesign for Mr. Kvalheim, he was granted a one-time special AGM RSU award (as described below) and, effective as of January 1, 2024, his base salary was reduced from $1 million to $100,000 and he will no longer receive annual incentive awards or participate in long-term incentive awards payable in AGM RSUs. Mr. Kvalheim will continue to receive performance fee income under the performance fee programs described above. This mix of compensation elements is intended to encourage an enterprise mindset for the combined organization and long-term alignment with AGM stockholders, while maintaining alignment with other constituents.

Other Compensation Practices

Employment Agreements

We have entered into employment agreements with certain of our NEOs, as follows:

Belardi Agreement

Pursuant to Mr. Belardi’s employment agreement, Mr. Belardi serves as the Chief Executive Officer of the Company and ISG. The current term of Mr. Belardi’s employment agreement is scheduled to expire on December 31, 2024, and will automatically extend for subsequent one-year terms unless Mr. Belardi or AGM gives written notice of nonrenewal prior to expiration of the then-current term. Mr. Belardi’s employment agreement provides for an annual base salary of $1,875,000 and target annual incentive bonus opportunity of $1,850,000. Any annual incentive bonus may be paid in the form of cash or publicly tradeable securities that vest in annual installments (such amount was paid in the form of AGM RSUs for services performed in 2023).

Under Mr. Belardi’s employment agreement, severance is payable to Mr. Belardi on a termination of employment by the Company without cause or by reason of nonrenewal of the term of the agreement, by Mr. Belardi for good reason, or due to Mr. Belardi’s death or disability (an “Involuntary Termination”), equal to his annual base salary (payable at the AGM Compensation Committee’s discretion in cash, fully-vested shares of AGM common stock, or any combination thereof) and a pro rata bonus for the year of termination based, in part, on the bonus and annual salary paid to him in the year preceding his termination. Upon an Involuntary Termination other than due to death or disability, Mr. Belardi is also entitled to additional severance equal to his target annual incentive bonus multiplied by a fraction, the numerator of which is his annual incentive bonus for the previous fiscal year and the denominator of which is his annual base salary for the previous fiscal year. In addition, upon an Involuntary Termination, (i) Mr. Belardi will be entitled to the reimbursement of the cost of continued medical coverage at active employee rates for up to 18 months, (ii) any outstanding and unvested time-vesting profits units that are scheduled to vest during the one-year period immediately following the termination date will immediately vest, and (iii) any outstanding and unvested equity awards granted as a component of an annual incentive bonus will immediately vest, based on target performance with respect to any performance-vesting awards.

Severance payments and benefits are conditioned on Mr. Belardi’s execution of a general release of claims in favor of the Company and its affiliates. Mr. Belardi’s employment agreement contains customary restrictive covenants, including confidentiality and nondisclosure covenants, covenants not to compete or solicit customers for 12 months following the date on which he ceases to own or control his ISG partnership interest, and a covenant not to solicit employees for 24 months following termination.

To the extent that any payment, benefit or distribution of any type to or for the benefit of Mr. Belardi would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (Internal Revenue Code), then such payments, benefits or distributions will be reduced (but not below zero) so that the maximum amount of such payments, benefits or distributions will be one dollar less than the amount which would cause them to be subject to such excise tax, unless Mr. Belardi makes AGM and its affiliates whole on an after-tax basis for any adverse tax consequences imposed on AGM and its affiliates under Section 280G of the Internal Revenue Code as a result of not reducing such payments, benefits or distributions.

Klein Agreement

Pursuant to his employment agreement, Mr. Klein is entitled to receive a minimum base salary of $550,000 and is eligible to receive an annual incentive award each fiscal year he is employed. His employment is at will and may be terminated by him or by the Company at any time by giving three months’ notice.

In addition, the Company has the right, in its discretion, to terminate the agreement with a payment in lieu of notice. The Company may also terminate the agreement without notice or payment in lieu of notice if Mr. Klein is guilty of any gross default or misconduct, or any repeated misconduct after due warning, in connection with the Company or in the event of any serious or repeated breach or non-observance with any of the provisions in the agreement. The employment agreement contains customary restrictive covenants, including confidentiality and nondisclosure covenants and covenants not to solicit customers or employees of the Company or any affiliate of the Company for 12 months following termination.

Review of Compensation Policies and Practices Related to Risk Management

Effective risk management is central to our success, and compensation is carefully designed to be consistent with our risk management framework and controls. If our performance is obtained in a manner inconsistent with this framework or these controls, our executive committee has the discretion, with input from the risk committee, if necessary, to decrease or not award any bonuses to our NEOs and other executive officers. In addition, the performance objectives for our Chief Risk Officer and the other employees in our risk management function are based in part on the effectiveness of our risk management policies and procedures. We have determined that the risks arising from our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. This compensation risk assessment was conducted with the assistance of Willis Towers Watson, our Chief Risk Officer and other employees in our risk management function.

2023 Compensation Decisions

Base Salary

Our NEOs’ base salaries in 2023 remain unchanged from 2022, except Mr. Downing’s base salary increased from $600,000 to $625,000. In connection with the redesign of his compensation described above, Mr. Kvalheim’s base salary was reduced from $1 million to $100,000 for 2024.

Annual Incentive Awards

The NEO annual incentive awards in 2023 were based on a combination of five overall corporate financial and operational goals for the NEOs other than Mr. Belardi. For Mr. Belardi, the AGM Compensation Committee established that 25% of his target annual incentive RSU award would be based on a combination of such goals, while the remaining portion was based 25% on absolute and relative investment portfolio total return goals and 50% on the AGM Compensation Committee’s review of overall Company performance, as discussed in further detail below. The annual incentive awards for the NEOs other than Mr. Belardi were also subject to adjustment by our executive committee or Mr. Belardi based on a review of the NEOs’ individual performance in 2023.

For 2023, the executive committee, in consultation with Mr. Belardi and AGM, established target incentive award opportunities of approximately 250%, 188%, 175%, 150%, and 150% of base salary for Mr. Kvalheim, Mr. Klein, Mr. Downing, Mr. Niemann and Mr. Golden, respectively, and the AGM Compensation Committee established a target incentive award opportunity of $1,850,000 for Mr. Belardi, consistent with his employment agreement (which was unchanged from his 2022 award opportunity). The target incentive award opportunities for Messrs. Kvalheim, and Golden were increased from their 2022 target opportunities of 200% and 132%, respectively, based on market data and in recognition of the scope of their new roles and responsibilities. Each NEO, other than Mr. Belardi, was eligible for a total annual incentive award payout ranging from 0% to 200% of such NEO’s target award opportunity. Mr. Belardi was eligible for a total annual incentive award payout ranging from 0% to 146% with respect to the portions of his target award opportunity that were subject to corporate objectives and absolute and relative investment portfolio total return performance goals, as described below.

The five Company corporate performance measurements, their respective weightings and 2023 performance and achievement with respect to these measurements as of the December 2023 performance determination date, are set forth below. The targets for the corporate financial and operational measures were determined in relation to the Company’s internal business plan for the year.

The Company’s 2023 performance based on the five corporate objectives described above resulted in a total achievement level of 114% of target, which corresponded to a payout level equal to 125% of the applicable target opportunity. Following a review of the individual performance of the NEOs other than Mr. Belardi, the executive committee (or, with respect to Mr. Golden, Mr. Belardi) approved payouts equal to 150%, 147%, 133%, 133%, and 150% of target for Messrs. Kvalheim, Klein, Downing, Niemann, and Golden, respectively.

Mr. Belardi

In December 2023, following a review of performance in 2023, the AGM Compensation Committee approved a payout of Mr. Belardi’s annual incentive award, resulting in the grant to Mr. Belardi of RSUs representing a target award level equal to 109% of target. The five corporate objectives discussed above collectively comprised 25% of Mr. Belardi’s target annual incentive AGM RSU award, while the remaining portion was based 25% on absolute and relative investment portfolio total return performance goals and 50% on the AGM Compensation Committee’s review of overall Company performance. The first investment portfolio total return objective, weighted at 12.5%, compared the Company’s non-alternative investment performance to the Barclays US Aggregate Bond Index over a trailing 33-month period. The second investment portfolio total return performance objective, also weighted at 12.5%, compared the Company’s alternative investment performance relative to a 50-50 blended index of the S&P 500 and the BofA Merrill Lynch US High Yield Index over a 33-month period, subject to maintaining a minimum return on alternative investment performance since the inception of the Company.

The investment portfolio total return performance objectives are assessed based on a prescribed formula. For the investment portfolio total return performance objective based on the Company’s non-alternative investment performance, the AGM Compensation Committee compared the Company’s results of (2.87)% for the 33-month period ending September 30, 2023 to (5.47)% for the Barclays US Aggregate Bond Index, which pursuant to the formula resulted in a payout of 100% of the award for this objective. For the investment portfolio total return performance objective based on the Company’s alternative investment performance, the AGM Compensation Committee compared the Company’s results of 12.72% for the 33-month period ending September 30, 2023 to 3.95% for the 50-50 blended index described above, which pursuant to the formula resulted in a payout of 120% of the award for this objective.

These annual incentive RSUs were granted in February 2024 and vest in two equal annual installments, consistent with past practice for Mr. Belardi.

Equity and Long-Term Incentive Awards

In February 2023, AGM granted to each of the NEOs annual AGM RSU awards with the grant date fair values set forth in the table below, one-third of which vested on December 31, 2023 and the remaining two-thirds of which are scheduled to vest in equal installments on each of December 31, 2024 and 2025, subject to the NEOs’ continued employment through each applicable vesting date. The target grant date fair values of the AGM RSUs granted to Messrs. Kvalheim and Niemann were increased from $2.3 million and $650,000, respectively, in 2022 to $2.5 million and $750,000, respectively, in 2023, based on market data and in recognition of the scope of their new roles and responsibilities. The grant date fair value of the AGM RSUs granted to the other NEOs in 2023 were unchanged from 2022. The value of the 2023 AGM RSUs for the NEOs other than Mr. Belardi were based on the Company’s internal compensation practices. The AGM Compensation Committee determined the value of the 2023 AGM RSU award for Mr. Belardi. The value of the 2023 annual AGM RSU award for Mr. Belardi was based on competitive market data, input from the AGM Compensation Committee’s compensation consultant, and AGM’s overall compensation philosophy. Mr. Belardi’s AGM RSU awards were approved by the AGM Compensation Committee.

Kvalheim Special AGM RSU Award

As noted above, as part of the compensation redesign for Mr. Kvalheim, in October 2023, he was granted a one-time special AGM RSU award with respect to 473,122 shares. The AGM RSUs were fully vested at the time of grant, but are scheduled to settle in early 2029, subject to Mr. Kvalheim’s continued employment through the settlement date. In the event that Mr. Kvalheim resigns or retires prior to the settlement of his AGM RSUs, the unsettled portion will instead be settled in 2034, subject to his execution and non-revocation of a release of claims in favor of AGM and his continued compliance with any applicable restrictive covenants. In connection with this grant of AGM RSUs, Mr. Kvalheim’s non-competition obligations were extended through the later of five years after the grant date and 18 months following the termination of his employment and his non-solicitation and other obligations were extended through the later of five years after the grant date and 24 months following the termination of his employment. If Mr. Kvalheim breaches these obligations, the AGM RSUs and the underlying shares are subject to forfeiture. In addition, no shares underlying the AGM RSUs will be delivered if Mr. Kvalheim is or could have been terminated for cause. The AGM RSUs also provide for payment of dividend equivalents.

2023 Summary Compensation Table

The following table provides information concerning compensation earned by our NEOs for 2023 and, to the extent required by applicable SEC compensation disclosure rules, 2022 and 2021.

2023 Grants of Plan-Based Awards Table

The following table provides information about awards granted to the NEOs in 2023: (1) the grant date; (2) the threshold, target and maximum estimated future payouts under annual incentive plan awards; (3) the number of AGM RSUs granted to the NEOs under AGM’s 2019 Omnibus Equity Incentive Plan or AGM’s 2019 Omnibus Equity Incentive Plan for Estate Planning Vehicles (together, the “2019 Omnibus Equity Incentive Plans”); and (4) the grant date fair value of the share awards, computed in accordance with applicable SEC rules.

1 The 2023 annual cash incentive awards for our NEOs other than Mr. Belardi were based on a combination of five overall corporate financial and operational goals, and were subject to adjustment by our executive committee or Mr. Belardi based on a review of the applicable NEO’s individual performance in 2023. The overall payout range of the awards is between 0% and 200% of the target amount. As described in the CD&A, the 2023 annual incentive award for Mr. Belardi was payable in the form of AGM RSUs that were granted in February 2024 and will be reported in the 2024 Grants of Plan-Based Awards Table of next year’s Annual Report on Form 10-K in accordance with FASB ASC Topic 718.

2 For valuation methodology, see notes 1 and 2 to the 2023 Summary Compensation Table.

3 These time-based AGM RSUs vest in three equal installments, one-third of which vested on December 31, 2023, and the remaining two-thirds of which are scheduled to vest on each of December 31, 2024 and 2025, provided the recipient remains employed through the applicable vesting date.

4 The award to Mr. Belardi of 28,529 AGM RSUs granted on February 10, 2023 represents a 2022 annual incentive award that was dollar-denominated, but by its terms was payable in AGM RSUs with a target value of $2,035,000, which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting dates. Mr. Belardi’s annual incentive award was issued with a target value of $1,850,000 and was based on a combination of five overall corporate financial and operational goals, which comprised 50% of the award, as well as individualized performance goals, which comprised the other 50% of the award. The corporate performance component of the award had a payout range between 0% and 168% of the corporate performance component. The overall payout range of the award, including both the corporate performance component and the personal performance component of the award, was between 0% and 139% of the target amount. The RSUs granted to Mr. Belardi in February 2024 in respect of his 2023 annual incentive award will appear in the 2024 Grants of Plan-Based Awards Table.

5 These AGM RSUs were fully vested at the time of grant and are scheduled to settle in early 2029, subject to Mr. Kvalheim’s continued employment through the applicable settlement date. In the event that Mr. Kvalheim resigns or retires prior to the settlement of these AGM RSUs, the unsettled portion will instead be settled in 2034, subject to his execution and non-revocation of a release of claims in favor of AGM and his continued compliance with any applicable restrictive covenants.

2023 Outstanding Equity Awards at Fiscal Year-End Table

The following table provides information on the holdings of the Company’s equity awards by the NEOs as of December 31, 2023. This table includes unexercised AGM Options and unvested AGM RSUs granted under AGM’s 2019 Omnibus Equity Incentive Plans. Each equity grant is shown separately for each NEO. The vesting schedule for each outstanding award is shown in the notes to this table.

1 This column reports the expiration date for stock options. Time-based stock options vest ratably over a three-year period.

2 As of December 29, 2023 (the last trading day of 2023), the fair market value of a share of AGM common stock was $93.19.

3 Substantially all outstanding equity awards for Mr. Belardi have been transferred to a trust, other than for value, for estate planning purposes.

4 This row shows the number of time-based AGM RSUs, which vested in three equal installments on each of January 1, 2022, 2023 and 2024.

5 This row shows the number of time-based AGM RSUs, which vest in three equal installments, two-thirds of which vested on December 31, 2022 and 2023, and the remaining one-third of which is scheduled to vest on December 31, 2024.

6 This row shows the number of time-based AGM RSUs, which vest in three equal installments, one-third of which vested on December 31, 2023, and two-thirds of which are scheduled to vest on December 31, 2024 and 2025.

7 This award to Mr. Belardi represents a 2022 annual incentive award that is dollar-denominated but by its terms is payable in AGM RSUs. Such AGM RSUs were granted to Mr. Belardi on February 10, 2023 and vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date.

8 This row shows the number of time-based AGM RSUs, which vested ratably over a three-year period on each of January 1, 2022, 2023 and 2024.

9 This row shows the number of performance-based RSUs, which vest ratably over a three-year period. Under the terms of the merger agreement with AGM, all performance RSUs were converted into AGM RSUs based on the target level of performance with continued vesting on the same schedule as the original awards.

10 This row shows the number of performance-based RSAs which cliff-vest after a three-year period. Under the terms of the merger agreement with AGM, all performance RSAs were converted into AGM RSAs based on the target level of performance with continued vesting on the same schedule as the original awards.

11 This row shows the number of time-based AGM RSUs, which vest in three equal installments on each of June 30, 2023, 2024 and 2025.

2023 Option Exercises and Stock Vested Table

The following table provides information for the NEOs on the number of shares of AGM common stock acquired upon exercise of stock options and vesting of stock awards in 2023 and the value realized at such time, calculated based on the closing trading price of a share of AGM common stock on the first trading day prior to the applicable vesting date.

1 Comprised of (1) AGM RSUs and AGM RSAs granted in exchange for restricted share awards issued as part of annual incentive awards in each of 2020 and 2021, all of which vested on January 1, 2023 with a market value of $63.79 per share, and (2) AGM RSUs granted in each of 2022 and 2023 that vested on December 31, 2023 with a market value of $93.19 per share.

2 Comprised of (1) AGM RSUs that vested on January 1, 2023 with a market value of $63.79 per share, (2) AGM RSUs that vested on October 30, 2023 with a market value of $80.16 per share, and which are scheduled to settle within sixty (60) days following January 1, 2029, subject to NEO’s continued employment through the applicable settlement date, and (3) AGM RSUs that vested on December 31, 2023 with a market value of $93.19 per share.

3 Comprised of (1) AGM RSUs that vested on January 1, 2023 with a market value of $63.79 per share, and (2) AGM RSUs that vested on December 31, 2023 with a market value of $93.19 per share.

4 Comprised of (1) AGM RSUs that vested on January 1, 2023 with a market value of $63.79 per share, (2) AGM RSUs that vested on February 28, 2023 with a market value of $70.42 per share, and (3) AGM RSUs that vested on December 31, 2023 with a market value of $93.19 per share.

5 Comprised of (1) AGM RSUs that vested on January 1, 2023 with a market value of $63.79 per share, (2) AGM RSUs that vested on February 28, 2023 with a market value of $70.42 per share, and (3) AGM RSUs that vested on December 31, 2023 with a market value of $93.19 per share.

6 Comprised of (1) AGM RSUs that vested on January 1, 2023 with a market value of $63.79 per share, (2) AGM RSUs that vested on February 28, 2023 with a market value of $70.42 per share, and (3) AGM RSUs that vested on December 31, 2023 with a market value of $93.19 per share.

2023 Nonqualified Deferred Compensation Table

1 The amounts reported in this column are included in the Stock Awards column of the 2023 Summary Compensation Table.

2 Reflects increase in value of AGM RSUs with a delayed settlement due to the increase in stock price as compared to the grant date of these awards.

3 Amounts in this column represent the value of fully vested AGM RSUs that are scheduled to settle in equal installments in each of February 2023, 2024 and 2025, subject to the NEO’s continued employment through the applicable settlement date. In the event that an NEO’s employment terminates for any reason prior to the settlement of his AGM RSUs, the unsettled portion will instead be settled in February 2032, subject to the NEO’s execution and non-revocation of a release of claims in favor of AGM and the NEO’s continued compliance with any applicable restrictive covenants. For Mr. Kvalheim, the amount in this column also reflects the value of fully vested AGM RSUs that are scheduled to settle in early 2029, subject to Mr. Kvalheim’s continued employment through the applicable settlement date. In the event that Mr. Kvalheim resigns or retires prior to the settlement of these AGM RSUs, the unsettled portion will instead be settled in 2034, subject to the his execution and non-revocation of a release of claims in favor of AGM and his continued compliance with any applicable restrictive covenants.

2023 Potential Payments Upon Termination or Change-in-Control at Fiscal Year-End

The information below describes and quantifies certain compensation that would have become payable under existing plans and arrangements if the NEO’s employment had terminated on December 31, 2023. These benefits are in addition to benefits available generally to salaried employees, such as distributions under our 401(k) Plan, disability benefits and accrued vacation pay. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any amounts actually paid or distributed may be different. Factors that could affect these amounts include the time during the year of any such event and the executive’s age.

Equity Awards

The equity awards issued to our NEOs, including time-based AGM RSUs and time-based AGM Options, will vest in full upon a termination of service by the Company without cause or by the participant for good reason, in each case, within 18 months following a change in control. In the event a participant’s termination of service results from the participant’s death or disability, each such equity award will vest in full. In addition, upon the retirement of a participant, AGM RSUs that were converted from performance-based RSUs in connection with the Mergers will vest on a pro rata basis in accordance with the time elapsed in the original performance period. As a result, no amounts are reported in the table below for the portion of the performance-based RSUs and performance-based RSAs that vested during 2023 as such amounts are reflected in the 2023 Option Exercises and Stock Vested Table.

Pursuant to Mr. Belardi’s employment agreement, in the event that Mr. Belardi experiences an Involuntary Termination, (i) any outstanding and unvested profits units that are held by Mr. Belardi that are subject to time-vesting and scheduled to vest during the one-year period following his termination will immediately vest, and (ii) any outstanding and unvested equity awards granted to Mr. Belardi as a component of an incentive bonus (Bonus Equity Awards) will immediately vest (based on target performance with respect to any performance-vesting awards). Under the terms of Mr. Belardi’s employment agreement, the value of the accelerated vesting of his Bonus Equity Awards in accordance with the foregoing would equal$1,329,355, assuming a December 31, 2023 termination of employment. Mr. Belardi did not have any outstanding and unvested profits units as of December 31, 2023.

The following table provides the cumulative intrinsic value (that is, the value based upon the share price of AGM common stock as of December 29, 2023 (the last trading day in 2023) which was $93.19, less the exercise price of any option awards) of all equity awards that would vest if (1) the NEO terminated employment as a result of death or disability as of December 31, 2023, (2) the NEO was terminated without cause or terminated employment for good reason as of December 31, 2023, (3) the NEO was terminated without cause or terminated employment for good reason within 18 months following a change in control of the Company as of December 31, 2023, or (4) there was a sale of the Company or change in control as of December 31, 2023.

2023 Potential Equity Benefits Upon Change in Control and Termination Table 1

1 For purposes of this table only, all amounts reported in this table were calculated in accordance with the terms of applicable individual award agreements and do not take into account the potential treatment of certain equity awards under Mr. Belardi’s employment agreement, as described above.

Termination Payments and Benefits

Our NEOs would be eligible for benefits under the Athene USA Corporation Severance Pay Plan, which covers our US full-time employees, if they are involuntarily terminated without cause, and provided they release the Company from any and all claims and, in some instances, agree to non-compete/non-solicit covenants. In general, eligible employees receive two weeks of their annual base salary for each completed year of service. The minimum benefits payable under this plan are four weeks of annual base salary; and the maximum benefits payable under this plan are 26 weeks of annual base salary. In the event that an NEO is notified by us that he is required to comply with a post-separation non-compete covenant for a period longer than the number of weeks of annual base salary to which the NEO is entitled based on his years of service, then the amount of the NEO’s severance benefit will be increased to an amount equal to annual base salary for the same number of weeks as the duration of the non-compete covenant. However, except for Mr. Belardi, in accordance with his employment agreement, in no event will an NEO receive more than two times his annual base salary received during the year immediately preceding the year of termination. In its sole discretion, the Company may determine to pay a pro-rated bonus to the involuntarily terminated executive, as approved by our executive committee. The amount reflected in the table below for Mr. Belardi represents payments and benefits to which he may become entitled pursuant to his arrangements with Athene. As described in footnote 2 below, Mr. Belardi is also entitled to an amount in redemption of his ISG partnership interest in connection with certain terminations of his employment.

1. Voluntary separation does not automatically trigger severance payments. For NEOs other than Mr. Belardi, voluntary separation triggers a severance payment only if the Company decides to enforce any non-compete provision, in which case the NEO would be entitled to an amount of severance benefits up to the amount set forth in the table above for the involuntary separation scenario. Involuntary separation provides for severance to coincide with a 12-month non-compete clause. Severance is not payable where an employee is terminated for cause.

2. The total amount reported here represents the Company’s portion of the severance payable to Mr. Belardi in the event of a termination of employment by the Company without cause, by the Company by reason of non-renewal, by Mr. Belardi for good reason, or due to Mr. Belardi’s death or disability, each of which is defined as an involuntary termination under Mr. Belardi’s employment agreement. In each of these scenarios, Mr. Belardi is entitled to receive severance payments in an amount equal to the sum of his then-annual base salary and a pro rata bonus for the year of termination based, in part, on the bonus and annual salary paid to him in the year preceding his termination. In addition, Mr. Belardi would be entitled to reimbursement in an amount equal to $40,952 for the cost of continued medical coverage at active employee rates for up to 18 months. In the event of an involuntary termination other than due to death or disability, Mr. Belardi is entitled to receive an additional severance payment equal to his then-annual base salary multiplied by a bonus percentage, calculated based on the bonus paid to him in the year preceding his termination and divided by his annual base salary in the year preceding his termination. The amount reported here includes such additional severance payment, which would only be payable in the event of an involuntary termination other than due to death or disability. Under the ISG partnership agreement, on an involuntary termination or a resignation that satisfies the partnership agreement's notice and other requirements, on or after December 31, 2023, Mr. Belardi's ISG partnership interest will be redeemable for an amount equal to five times the average annual distributions on the ISG partnership interest for the preceding two years. Any redemption of the ISG partnership interest is subject to Mr. Belardi's continued compliance with all applicable restrictive covenants, and may be settled in cash or stock at our option. Mr. Belardi would have been eligible to receive an amount equal to $190,705,435 upon an involuntary termination on December 31, 2023 in redemption of his ISG partnership interest, which may be payable in cash or in shares of common stock in the Company’s discretion. Mr. Belardi is obligated to protect our confidential information both during and after employment. He is also obligated to refrain from competing or soliciting customers until 12 months after he ceases to own or control his ISG partnership interest, and from soliciting employees until 24 months after such cessation.

3. Severance does not include any pro-rata bonus payable at the discretion of the Company.

CEO Pay Ratio

We believe our CEO to median employee pay ratio is a reasonable estimate calculated in accordance with Item 402(u) of Regulation S-K and applicable SEC guidance. SEC rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and assumptions and, as a result, the pay ratio reported by us may not be comparable to the pay ratio reported by other companies.

We identified the median employee in 2023 by examining the total cash compensation for all employees, excluding our CEO, for the period from January 1, 2023 to December 31, 2023, who were employed by us as of December 31, 2023. We included all employees, whether employed on a full-time, part-time, or seasonal basis. In the US, we distinguished employees versus independent contractors based on the methodology we use for payroll purposes, which is based on IRS guidance. For non-US employees, we classified persons as our employees if we were the employer of record. Employees on leave of absence were included in the employee headcount. In identifying the median employee, we used total cash compensation, consisting of base salary plus target level bonus or variable sales-related compensation, as the consistently applied compensation measure. We believe the use of total cash compensation as the consistently applied compensation measure is reasonable because cash compensation represents the principal form of compensation that we use as we do not widely distribute annual equity awards to employees.

We did not make any assumptions, adjustments, or estimates with respect to total cash compensation, except that for any employee as of December 31, 2023 who was employed by us for only a portion of the period from January 1, 2023 to December 31, 2023, we adjusted their compensation as if the employee was employed for the entire period. We applied a US dollar exchange rate as of December 31, 2023 to any compensation paid in non-US currency.

In accordance with Item 402(u) of Regulation S-K, after identifying the median employee, we calculated annual total compensation for such employee using the same methodology we use for our NEOs as set forth in the 2023 Summary Compensation Table. However, we used a different measurement of compensation to identify the median employee than we did for calculating the total compensation set forth in the 2023 Summary Compensation Table. Among other things, the 2023 Summary Compensation Table includes in compensation the value of equity awards.

For 2023,

•The annual total compensation of the median employee of the Company (other than Mr. Belardi) (the Median Employee) was $96,140.

•Mr. Belardi’s annual total compensation, as reported in the Total column of the 2023 Summary Compensation Table, was $50,782,768.

•Based on this information, the ratio of the annual total compensation of Mr. Belardi to the annual total compensation of the Median Employee is estimated to be 528 to 1.

Director Compensation

Neither Mr. Belardi nor any Apollo director, other than Dr. Puffer, who is not an employee of Apollo but acts as a consultant to Apollo and its affiliates, receive any additional compensation for serving as a director. For 2023, each of our other directors was eligible to receive annual compensation, all of which was paid in cash. No fees were paid specifically for attending regular board or committee meetings, however directors were eligible to receive, subject to certain exceptions, $5,000 per trip to the United Kingdom to physically attend board or standing committee meetings that took place in the United Kingdom, other than the four trips associated with our regularly scheduled quarterly board meetings. In light of the workload and broad responsibilities of the lead director, the lead director received additional annual compensation, payable in cash. Further, the chairpersons and non-chair members of the standing committees of the board of directors were entitled to receive additional cash retainers each year. A member of a committee who was also the chair of that committee received only the committee chair fee.

In addition, Mses. Taitz and Hormozi and Messrs. Borden and Ruisi each served as a director on the boards of one or more of our subsidiaries, for which they each received separate compensation.

Furthermore, Messrs. Beilinson and McCall served on a special committee, for which they each received separate compensation. The board of directors forms special committees from time to time to evaluate and provide recommendations to the board on potential significant transactions, including transactions involving Apollo that are outside the ordinary responsibilities of the conflicts committee. Due to the extensive demands on special committee members as a result of the conflicts involved and the complexity of the underlying transactions, the board has approved certain fixed fees to compensate special committee members for their additional service to the Company.

None of our non-employee directors held any outstanding equity awards as of December 31, 2023.

The table below indicates the elements and total value of cash compensation granted to each eligible director for services performed in 2023. Scott Kleinman, Gernot Lohr, Matthew R. Michelini, Marc Rowan, and Vishal Sheth did not receive any additional compensation for their service on the board of directors in 2023. Mr. Beilinson, Ms. Hormozi and Mr. Swann also serve on the AGM board of directors and received additional compensation for such service in 2023. As these services were not performed for Athene, the compensation for such services has been excluded from the table below.

2023 Director Compensation Table