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Notice of 2025 Annual Meeting and Proxy Statement

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Index

Front Cover
Letter from Chair, President & CEO
Letter from Independent Directors
Notice of 2025 Annual Meeting of Shareholders
Table of Contents
About Allstate
Voting Roadmap
Corporate Governance
Proposal 1 Election of 13 Directors
Executive Compensation
Proposal 2 Say-on-Pay: Advisory Vote on the Compensation of the Named Executives
Audit Committee Matters
Proposal 3 Ratification of Deloitte & Touche LLP as the Independent Registered Public Accountant for 2025
Sustainability at Allstate
Stock Ownership Information
Proxy and Voting Information
Appendix A – Definitions of Non-GAAP Measures
Appendix B – Categorical Standards of Independence
Appendix C – Executive Officers
Helpful Links and Resources
Table of Contents 10K
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
Item 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
Financial Statement Schedules
57 / 310
Peer Benchmarking
The Committee monitors performance toward goals throughout the year and reviews the executive compensation program
design and executive pay levels annually. As part of that evaluation, the Committee’s independent compensation
consultant, Pay Governance, provided executive compensation data, information on current market practices and
benchmarking on target pay opportunities. The Committee benchmarks executive compensation program design and
executive pay against multiple market references, including financial services and broader general industry survey data and
a group of peer companies that are industry peers as a point of reference in determining executive pay within a
competitive range. Product mix, market segment, annual revenues, premiums, assets and market value were considered
when identifying peer companies. The Committee believes Allstate competes against these public companies for executive
talent, business and shareholder investment. The Committee reviews the composition of the peer group annually with the
assistance of its compensation consultant and adjusts as necessary due to changes at a peer company’s operations or
changes in comparability.
The compensation consultant’s recommendation has been to use a peer group that reflects Allstate’s business and
operations. As of 2023, eight out of thirteen of Allstate’s peer companies also include Allstate in their respective peer
company lists. The following table reflects the peer group used for 2024 compensation benchmarking.
Compensation Peer Companies(1)(2)
Company Name
Revenue
($ in billions)
Market Cap
($ in billions)
Assets
($ in billions)
Premiums
($ in billions)
AFLAC Inc. 18.9 56.9 117.6 13.4
American International Group, Inc. 27.3 44.1 161.3 23.5
AON plc 15.8 77.6 49.0 15.7
Chubb Limited 55.9 110.7 246.3 49.8
The Hartford Financial Services Group, Inc. 26.5 31.5 80.9 22.9
Humana Inc. 117.8 30.6 46.5 112.1
Manulife Financial Corporation 38.9 53.1 680.3 19.4
Marsh & McLennan 24.6 104.4 56.5 15.4
MetLife, Inc. 71.0 56.4 677.5 49.9
The Progressive Corporation 75.3 140.4 105.7 70.8
Prudential Financial Inc. 70.4 42.0 735.6 47.2
The Travelers Companies Inc. 46.4 54.6 133.2 41.9
Allstate 64.1 51.1 111.6 58.3
Allstate Ranking Relative to Peers:
Property and Casualty Insurance Products 3 of 9 7 of 9 5 of 9 2 of 9
All Peer Companies 5 of 13 9 of 13 8 of 13 3 of 13
(1) Information as of year-end 2024.
(2) Liberty Mutual is included in compensation peer benchmark; but, because they are not traded publicly, we do not include their information in this table.
1 Year Total Shareholder Return 3 Year Total Shareholder Return 5 Year Total Shareholder Return
The committee uses compensation surveys for certain executives that provide information on companies of similar size and
business mix as Allstate, as well as companies with a broader market context.
The Committee uses the 50th percentile of our peer group as a guideline, but not the sole factor, in setting the
target total direct compensation of our named executives. Within the guideline, the Committee balances the various
elements of compensation based on individual experience, job scope and responsibilities, performance, tenure and
marketpractices.
Introduction Corporate
Governance
Executive
Compensation
Audit
Matters
Sustainability Stock
Ownership
Other
Information
Links and
Resources
The Allstate Corporation | AllstateProxy.com 55