2018 Annual Meeting of Stockholders

Board Meetings and Committees

The Allstate Corporation Board of Directors

Meetings in 2017: 7
Independent Lead Director: Judith A. Sprieser
Chair: Thomas J. Wilson

11 of 12 Allstate directors are independent

  • Executive sessions without management present at every in-person meeting
  • Strategy discussion at every meeting, including a meeting devoted solely to that topic
  • Succession planning discussed at four meetings annually

Key Responsibilities:

“The primary role and responsibility of the Board of Directors is to oversee the affairs of the Corporation for the benefit of the stockholders. . . . [including] oversight of the Corporation’s strategy, business performance, capital structure, management selection, compensation programs, shareholder advocacy, corporate reputation, social responsibility initiatives, ethical business practices, and Board and Committee structure and operations.”

-Allstate’s Corporate Governance Guidelines

AUDIT COMMITTEE(1)

Meetings in 2017: 10

Chair: Mary Alice Taylor

Other Members:

  • Kermit R. Crawford
  • Michael L. Eskew
  • Siddharth N. Mehta

Report, pg. 71 

“Cybersecurity risk oversight continued to be an area of attention and we enhanced our risk management practices in this area in 2017 by expanding our relationship with our independent cybersecurity advisor. Allstate’s reporting segments and property and casualty reserve methodology and process were also areas of focus.”
Mary Alice Taylor, Chair

Key Responsibilities:

  • Oversees integrity of financial statements and other financial information and disclosures
  • Oversees the system of internal control over accounting and financial reporting and disclosure controls and procedures
  • Reviews the enterprise risk control assessment and guidelines, including cybersecurity risk and the major financial risk exposures and management steps to monitor and control those risks
  • Oversees the ethics and compliance program and compliance with legal and regulatory requirements
  • Appoints, retains, and oversees the independent registered public accountant, and evaluates its qualifications, performance and independence
  • Evaluates retaining independent cybersecurity advisor
  • Oversees Allstate’s internal audit function
  • Has authority to engage independent counsel and other advisors to carry out its duties

COMPENSATION AND SUCCESSION COMMITTEE

Meetings in 2017: 7

Chair: John W. Rowe

Other Members:

  • Michael L. Eskew
  • Andrea Redmond
  • Perry M. Traquina

Report, pg. 49 

“In 2017, we spent a considerable amount of time on management succession, which resulted in several senior leadership changes in anticipation of Matt Winter’s retirement. We also concentrated our review on Allstate’s talent development practices, including inclusive diversity initiatives and pay equity practices.”
John W. Rowe, Chair

Key Responsibilities:

  • Oversees Allstate’s executive compensation plans
  • Has authority to retain the committee’s independent compensation consultant
  • Assists the Board in determining all compensation elements of the executive officers, including the CEO
  • Reviews the Compensation Discussion and Analysis and prepares the Compensation Committee Report in this proxy statement
  • Reviews management succession plans, evaluation processes and organizational strength
  • Reviews CEO’s performance in light of approved goals and objectives
  1. The Board determined that all members of the audit committee are independent under the New York Stock Exchange and SEC requirements, and that Mrs. Taylor and Messrs. Eskew and Mehta are each an audit committee financial expert as defined under SEC rules. Ms. Sprieser and Messrs. Sherrill and Traquina also have the background and experience to qualify as audit committee financial experts.
Judith A. Sprieser,
Independent Lead Director

“Oversight of risk management and strategy continued to be areas of focus for our Board in 2017, and significant time was devoted to reviewing the risks and opportunities presented by changes in the personal lines insurance industry. Management succession was also an important area of focus, and several senior leadership changes were made in early 2018, demonstrating the effectiveness of our management succession programs. With the addition of two new directors, we believe our Board is well positioned to oversee the long-term sustainability of Allstate’s business.”

Strengthened Role of Independent Committee Chairs

Each of the committee chair roles was enhanced to include the approval of meeting agendas and committee materials. Prior to each meeting, each committee chair has a separate conference call with the CEO and relevant operating executives. The committee chairs discuss meeting materials and agendas in advance of each meeting, which fosters independence and successful execution of each committee’s responsibilities.

Use of Independent Advisors

Each committee operates under a written charter and has the ability to hire third-party advisors. Outside experts such as independent auditors, compensation consultants, governance specialists, cybersecurity experts, board search firm representatives, and financial advisors attend meetings to provide directors with additional information on issues. All committees, other than the executive committee, used independent external consultants in 2017. 2018 Proxy

NOMINATING AND GOVERNANCE COMMITTEE

Meetings in 2017: 6

Chair: Andrea Redmond

Other Members:

  • Kermit R. Crawford
  • Jacques P. Perold
  • John W. Rowe
  • Judith A. Sprieser

“Director refreshment continued to be an area of emphasis. Since the last annual meeting, we added two highly accomplished and collaborative leaders to our Board. We also instituted an additional annual Board evaluation process to supplement our existing process and to ensure continuous improvement in our corporate governance practices.” 
Andrea Redmond, Chair

Key Responsibilities:

  • Recommends candidates for Board election and nominees for Board committees
  • Recommends candidates for lead director and Chair
  • Recommends criteria for selecting directors and the lead director, and determines director independence
  • Reviews the Corporate Governance Guidelines and advises the Board on
    corporate governance issues
  • Determines performance criteria and oversees the performance assessment of the Board, Board committees, and lead director
  • Reviews Allstate’s non-employee director compensation program
  • Has authority to retain a director search firm and director compensation consultant

RISK AND RETURN COMMITTEE

Meetings in 2017: 5

Chair: Siddharth N. Mehta

Other Members:

  • Jacques P. Perold
  • Judith A. Sprieser
  • Mary Alice Taylor
  • Perry M. Traquina

“In 2017, we enhanced our enterprise risk management processes by overseeing an independent review of Allstate’s economic capital determination processes. We spent considerable time reviewing risks related to severe weather, including climate-related scenarios with low frequency but high severity.”
Siddharth N. Mehta, Chair

Key Responsibilities:

  • Assists the Board in risk and return governance and oversight
  • Reviews risk and return processes, policies, and guidelines used by management to evaluate, monitor, and manage enterprise risk and return
  • Reviews Allstate’s enterprise risk and return management function, including its performance, organization, practices, budgeting, and staffing
  • Supports the audit committee in its oversight of risk assessment and
    management policies
  • Has authority to retain outside advisors to assist in its duties

EXECUTIVE COMMITTEE

Meetings in 2017: No meetings were necessary

Chair: Thomas J. Wilson

Other Members:

  • Siddharth N. Mehta
  • Andrea Redmond
  • John W. Rowe
  • Judith A. Sprieser
  • Mary Alice Taylor

Key Responsibilities:

  • Has the powers of the Board in the management of Allstate’s business affairs to the extent permitted under the bylaws, excluding any powers granted by the Board to any other committee of the Board
  • Provides Board oversight if outside the scope of established committees or if an accelerated process is necessary
  • Comprised of lead director, committee chairs and Chair