WASHINGTON, D.C. 20549

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ATHENE HOLDING LTD.

(Exact name of registrant as specified in its charter)

Bermuda

98-0630022

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

(441) 279-8400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Class A common shares, par value $0.001 per share

ATH

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a

6.35% Fixed-to-Floating Rate Perpetual Non-Cumulative Preference Share, Series A

ATHPrA

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a

5.625% Fixed-Rate Perpetual Non-Cumulative Preference Share, Series B

ATHPrB

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a

6.375% Fixed-Rate Reset Perpetual Non-Cumulative Preference Share, Series C

ATHPrC

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a

4.875% Fixed-Rate Perpetual Non-Cumulative Preference Share, Series D

ATHPrD

New York Stock Exchange

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As used in this Amendment No. 1 to Form 10-K (“Amendment”), unless the context otherwise indicates, any reference to “Athene,” “our Company,” “the Company,” “us,” “we” and “our” refer to Athene Holding Ltd. together with its consolidated subsidiaries and any reference to “AHL” refers to Athene Holding Ltd. only.

Item 10.    Directors, Executive Officers and Corporate Governance

Name

Age

Position

James R. Belardi

64

Chairman of the Board, Chief Executive Officer, and Chief Investment Officer

William J. Wheeler

59

President

Grant Kvalheim

64

Executive Vice President—Athene, Chief Executive Officer and President—Athene USA

Martin P. Klein

61

Executive Vice President and Chief Financial Officer

John L. Golden

41

Executive Vice President and General Counsel

Douglas Niemann

51

Executive Vice President and Chief Risk Officer

Marc Beilinson

62

Director*

Robert L. Borden

58

Director*

Mitra Hormozi

52

Director*

Scott Kleinman

48

Director

Brian Leach

62

Director*

Gernot Lohr

51

Director

H. Carl McCall

85

Director*

Matthew R. Michelini

39

Director

Dr. Manfred Puffer

57

Director

Marc Rowan

58

Director

Lawrence J. Ruisi

72

Director*

Lynn Swann

69

Director*

Hope Schefler Taitz

56

Director

Arthur Wrubel

55

Director*

Fehmi Zeko

62

Director*

* Independent director for purposes of the NYSE corporate governance listing requirements.

 

James R. Belardi is our co-founder, and has served as our Chairman, Chief Executive Officer and Chief Investment Officer since May 2009. In addition, Mr. Belardi is the founder, Chairman and Chief Executive Officer of Apollo Insurance Solutions Group LP (“ISG”), our investment manager. He is a member of our executive committee and ISG’s executive committee. Mr. Belardi is responsible for our overall strategic direction and the day-to-day management of our investment portfolio. Prior to founding our Company and ISG, Mr. Belardi was President of SunAmerica Life Insurance Company and was also Executive Vice President and Chief Investment Officer of AIG Retirement Services, Inc., where he had responsibility for an invested-asset portfolio of $250 billion. Mr. Belardi has a Bachelor of Arts degree in economics from Stanford University and a Master of Business Administration from the University of California, Los Angeles. He currently serves on the board of directors of ISG, Paulist Productions, where he chairs the investment committee, Aris Mortgage Holding Company LLC, which is the parent company of AmeriHome Mortgage Company, LLC, and Southern California Aquatics. Mr. Belardi swam in the 1976 and 1980 Olympic Swimming Trials and is a nine-time Masters Swimming World Record Holder. Mr. Belardi was selected to serve on our board of directors as a result of his demonstrated track record in and deep knowledge of the financial services business, including having founded both our Company and ISG, and his extensive experience in the insurance industry.

William J. Wheeler has served as our President since September 2015. Together with Mr. Belardi, Mr. Wheeler is responsible for our overall strategic direction. In particular, Mr. Wheeler oversees all of our distribution channels, which includes our retail and institutional channels, as well as our corporate development and risk activities. Prior to joining our Company, Mr. Wheeler was President of the Americas group for MetLife Inc. (“MetLife”) where he oversaw the insurance and retirement business in the United States and Latin America. Previously, Mr. Wheeler had been Executive Vice President and Chief Financial Officer at MetLife. Prior to joining MetLife, Mr. Wheeler was an investment banker at Donaldson, Lufkin & Jenrette. Mr. Wheeler has an AB from Wabash College, where he is now a member of the board of trustees, and an MBA from Harvard Business School. He currently serves on the boards of Evercore Inc., Athora Holding Ltd. and VA Capital Company LLC.

Grant Kvalheim has served as the Chief Executive Officer of Athene USA Corporation since June 2015 and served as our President from January 2011 until September 2015, served as the Chief Financial Officer from January 2011 until April 2013 and served as a director from January 2012 until February 2014. Mr. Kvalheim is responsible for the oversight of our U.S. operating companies with a focus on our retail annuity and funding agreement channels. Prior to joining our Company, Mr. Kvalheim was a senior executive of Barclays Capital (“Barclays”) from early 2001 to the end of 2007, becoming Co-President in September 2005. During his time at Barclays he converted a European cash investment grade business into a leading global cash and derivatives business across both securitized and non-securitized credit products, and significantly expanded Barclays’ investment banking platform. Prior to joining Barclays, Mr. Kvalheim held senior executive positions in the investment banks of Deutsche Bank and Merrill Lynch. Mr. Kvalheim has a Bachelor of Arts degree in economics from Claremont McKenna College and a Master of Business Administration in finance from the University of Chicago. He currently serves on the board of directors of LIMRA, Mottahedeh & Co., Sol Health, United Way of Central Iowa, and the Greater Des Moines Partnership.

Martin P. Klein has served as our Executive Vice President and Chief Financial Officer since November 2015. Mr. Klein also serves as a director of several of our insurance subsidiaries. Mr. Klein is responsible for overseeing our financial management, including our enterprise finance, reporting, tax, actuarial and internal audit functions. He also helps develop and execute strategic operating decisions across our Company. Prior to joining our Company, Mr. Klein was employed by Genworth Financial, Inc. (“Genworth”) from May 2011 through October 2015, where he most recently served as Executive Vice President & Chief Financial Officer, and also served as Genworth’s Acting President & Chief Executive Officer during most of 2012. Prior to joining Genworth in 2011, Mr. Klein served as a Managing Director at Barclays, after its acquisition of the U.S. operations of Lehman Brothers Holdings, Inc. Mr. Klein joined Lehman Brothers in 1998, where he served as a Managing Director and head of the Insurance & Pension Solutions Group. Prior to Lehman Brothers, Mr. Klein had been with Zurich Insurance Group from 1994 to 1998 as Managing Director of Zurich Investment Management. Prior to Zurich, Mr. Klein served in finance and actuarial roles in other insurance organizations early in his career. Mr. Klein currently serves on the boards of Aris Mortgage Holding Company LLC, as well as Caritas, a non-profit organization in Richmond, Virginia. Mr. Klein is a Fellow of the Society of Actuaries and a Chartered Financial Analyst. He received his Bachelor of Arts in mathematics and business administration from Hope College and a Master of Science in statistics and actuarial science from the University of Iowa.

John L. Golden has served as our Executive Vice President and General Counsel since December 2014. He is responsible for overseeing the legal, compliance and government relations departments, ensuring compliance with laws and regulations and developing effective legal strategies to protect our Company's interests. Prior to joining Athene, Mr. Golden was an attorney at Sidley Austin LLP. At Sidley, he represented a variety of financial institutions in connection with all aspects of their businesses such as corporate transactions, securities offerings, regulatory and compliance, enforcement matters and employment matters. Prior to Sidley, he worked for Fisher Investments and IBM Corporation. He received his Juris Doctor from the University of California, Los Angeles and a Bachelor of Science in Operations Management/Information Systems from Santa Clara University. Mr. Golden is admitted to the State Bar of California. He currently serves on the board of Aris Mortgage Holding Company LLC.

Douglas Niemann has served as our Executive Vice President and Chief Risk Officer since May 2020. Mr. Niemann is responsible for overseeing our enterprise risk management functions, as well as providing key support in connection with strategic operating decisions across our Company. Mr. Niemann brings over 25 years of experience and expertise in risk management related to insurance. Prior to joining our Company, Mr. Niemann was the Senior Managing Director of Investment Management and Chief Investment Risk Officer for Guardian Life Insurance Company. Before joining Guardian Life Insurance Company, he was the Managing Director and Chief Investment Strategist of Global Insurance Solutions at JP Morgan Asset Management and served as the Managing Director and Head of Asset Liability Management at AIG Asset Management. He also held the positions of Head of Investment and Financial Risk and Head of Group Risk Modeling at Zurich Financial Services. Mr. Niemann has an MBA in Risk Management and Insurance as well as Finance, Investments and Banking from the University of Wisconsin Madison School of Business and a Bachelor of Arts in Economics from Northwestern University in Evanston, Illinois.

Marc Beilinson has served as a director of our Company since 2013, and is the lead independent director, the chair of our compensation committee and a member of our conflicts committee and legal and regulatory committee. Since August 2011, Mr. Beilinson has been the Managing Director of Beilinson Advisory Group, a financial restructuring and hospitality advisory group that specializes in assisting distressed companies. Most recently, Mr. Beilinson served as Chief Restructuring Officer of Newbury Common Associates LLC (and certain affiliates) from December 2016 to June 2017. Mr. Beilinson previously served as Chief Restructuring Officer of Fisker Automotive from November 2013 to August 2014 and as Chief Restructuring Officer and Chief Executive Officer of Eagle Hospitality Properties Trust, Inc. from August 2011 to December 2014 and Innkeepers USA Trust from November 2008 to March 2012. Mr. Beilinson oversaw the Chapter 11 reorganization of Innkeepers USA, Fisker Automotive and Newbury Common Associates in his interim management roles as the Chief Restructuring Officer of those companies. Mr. Beilinson currently serves on the boards of directors of Exela Technologies and several privately held companies. Mr. Beilinson has previously served on the boards of directors and audit committees of a number of public and privately held companies, including Westinghouse Electric, Caesars Acquisition Company, Wyndham International, Inc., Apollo Commercial Real Estate Finance, Inc., Innkeepers USA Trust, and Gastar Inc. Mr. Beilinson has a Bachelor of Arts in political science from the University of California, Los Angeles and a Juris Doctor from the University of California Davis Law School. Mr. Beilinson was selected to serve on our board of directors as a result of having over thirty years of service to the boards of both public and private companies, and his extensive knowledge of legal and compliance issues, including the Sarbanes-Oxley Act of 2002.

Robert L. Borden has served as a director of our Company and our Company’s subsidiary, ALRe, since 2010, and is a member of our risk, audit and conflicts committees. Mr. Borden is a Founding Partner and served as both Chief Executive Officer and Chief Investment Officer of Delegate Advisors, LLC from January 2012 through December 2018. From April 2006 to January 2012, Mr. Borden served as the Chief Executive Officer and Chief Investment Officer of the South Carolina Retirement System Investment Commission (“SCRSIC”), which is responsible for investing and managing all assets of the South Carolina Retirement Systems. Prior to his role at SCRSIC, Mr. Borden served as the Executive Director and Chief Investment Officer of the Louisiana State Employees Retirement System, where he was responsible for investment management, benefits administration, finance and operations. Mr. Borden has also served as Vice Chairman and Chairman of the Fund Evaluation Committee for the Louisiana Deferred Compensation Commission and as a member of the South Carolina Deferred Compensation Committee. Prior to that, Mr. Borden served as Treasurer and Senior Manager for Financial Services at the Texas Workers’ Compensation Insurance Fund after serving as VP of Treasury and Interest Rate Risk Manager at Franklin Federal Bancorp. Mr. Borden serves on the board of directors of Apollo Senior Floating Rate Fund, Inc. and Apollo Tactical Income Fund Inc. He also serves on the University of Texas School of Business Advisory Board. Mr. Borden has a Bachelor of Business Administration with a major in finance from the University of Texas at Austin and received a Master of Science degree in finance from Louisiana State University. Mr. Borden holds both the Chartered Financial Analyst and Chartered Alternative Investment Analyst professional designations. Mr. Borden was selected to serve on our board of directors as a result of his extensive experience in leadership positions, and in particular, his experiences as Chief Executive Officer and Chief Investment Officer at several financial institutions.

Mitra Hormozi has served as a director of our Company since December 2018, and is the chair of our legal and regulatory committee and a member of our compensation committee. Ms. Hormozi is also a director of a number of our US subsidiaries. Ms. Hormozi was Executive Vice President and General Counsel of Revlon, Inc. from April 2015 to July 2019, where she was responsible for overseeing Revlon’s legal affairs worldwide. Ms. Hormozi has extensive experience in both the public and private sectors of the legal field. Prior to joining Revlon in April 2015, she was a litigation partner at two major law firms from 2011 to 2015 and served as Deputy Chief of Staff to then New York State Attorney General, Andrew Cuomo. She also served as an Assistant United States Attorney prosecuting high-profile complex racketeering cases in the Eastern District of New York. She has also previously served on the board of directors of Revlon. Ms. Hormozi received a Bachelor of Arts in history from the University of Michigan and a Juris Doctor from the New York University School of Law. Ms. Hormozi was selected to serve on our board of directors as a result of her extensive legal counsel experience.

Scott Kleinman has served as a director of our Company since December 2018. Mr. Kleinman serves as Co-President of Apollo Global Management, Inc., sharing responsibility for all of Apollo’s revenue-generating and investing activities with a focus on Apollo’s equity and opportunistic business. Mr. Kleinman joined Apollo in 1996, and in 2019 he was named Co-President of Apollo Global Management, Inc. Prior to joining Apollo, Mr. Kleinman was a member of the Investment Banking division at Smith Barney Inc. In 2014, Mr. Kleinman founded the Kleinman Center for Energy Policy at the University of Pennsylvania. He currently serves on the board of directors of Apollo Strategic Growth Capital, Apollo Strategic Growth Capital II, Athora Holding Ltd, White Plains Hospital and its Foundation, and is a member of the Board of Overseers at the University of Pennsylvania Stuart Weitzman School of Design. Mr. Kleinman received a Bachelor of Arts in Russian studies and a Bachelor of Science in finance from the University of Pennsylvania and the Wharton School of Business, respectively, graduating magna cum laude, Phi Beta Kappa. Mr. Kleinman was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.

Brian Leach has served as a director of our Company since August 2016, and is a member of our risk and audit committees. From 2013 to 2015, Mr. Leach served as Head of Franchise Risk & Strategy at Citigroup with responsibility for managing all of Citibank’s global risk, audit, compliance and strategy. From 2008 to 2012, Mr. Leach served as the Chief Risk Officer of Citibank. In 2005, Mr. Leach, together with several former colleagues from Morgan Stanley, formed Old Lane and from 2005 to 2008, Mr. Leach served as Old Lane’s co-Chief Operating Officer and Chief Risk Officer. Prior to that, Mr. Leach worked his entire post-graduate career at Morgan Stanley encompassing running a successful proprietary trading business and culminating as the Risk Manager of the Institutional Securities Business reporting directly to its President. During his time with Morgan Stanley, Mr. Leach was seconded to Long-Term Capital Management (“LTCM”) for approximately one year. During that time, he was one of six managers selected by a consortium of 14 global financial institutions to manage the liquidation of LTCM. Mr. Leach serves on the Advisor Investment Committee of Mountain Capital. Mr. Leach has a Bachelor of Arts degree in economics from Brown University and a Master of Business Administration from Harvard Business School. Mr. Leach has been awarded Risk Manager of the Year on two separate occasions: the first by Risk Magazine for his work in restructuring the hedge fund LTCM and the second by the Global Association of Risk Professionals for his work in restructuring Citigroup after the global financial crisis. Mr. Leach was selected to serve on our board of directors as a result of his extensive experience in risk management.

Gernot Lohr has served as a director of our Company and our subsidiary, ALRe, since 2009. Mr. Lohr has served as a director of ISG, our investment manager, since 2009. Mr. Lohr is a Senior Partner and Global Head of the Financial Institutions Group at Apollo, which he joined in May 2007. Prior to joining Apollo, Mr. Lohr was a founding partner at Infinity Point LLC, Apollo’s joint venture partner for the financial services industry since 2005. Before that time, Mr. Lohr spent eight years in financial services investment banking at Goldman, Sachs & Co. in New York and also worked at McKinsey & Company and B. Metzler Corporate Finance in Frankfurt. Currently, Mr. Lohr serves on the board of directors of Athora Holding Ltd., Catalina Holdings and Oldenburgische Landesbank. Mr. Lohr has previously served on the board of directors of Tranquilidade, Amissima Vita S.p.A., Amissima Assicurazioni S.p.A., Bremer Kreditbank Aktiengesellschaft, Brit Insurance Holdings BV, Brit PLC, Nova Kreditna banka Maribor d.d. and KBS Banka d.d. Mr. Lohr has a joint Master’s Degree in economics and engineering from the University of Karlsruhe, Germany, and received a Master of Business Administration from the MIT Sloan School of Management. Mr. Lohr was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.

H. Carl McCall has served as a director of our Company since August 2016, and is a member of our nominating and corporate governance committee. From 2011 to 2019, Mr. McCall served as the Chairman of the Board of Trustees of the State University of New York. From 2002 to 2015, Mr. McCall served as a board member or trustee of several organizations, including Ariel Investment, Tyco International, New Plan Realty Corporation and the New York Stock Exchange. Since 2004, Mr. McCall has served as a principal of Covenant Capital, LLC. From 1993 to 2002, Mr. McCall served as the Comptroller of the State of New York, a position in which he was the sole trustee of the second largest public pension fund

Matthew R. Michelini has served as a director of our Company and certain of our subsidiaries since 2010, and is a member of our executive, legal and regulatory, and risk committees. Mr. Michelini serves as a director of ISG, our investment manager. Mr. Michelini is a Senior Partner at Apollo and Co-Head of Apollo’s Hybrid Value Fund and Co-Head of US Financials, having joined Apollo in 2006. Prior to joining Apollo, Mr. Michelini was a member of the mergers and acquisitions group of Lazard Frères & Co. from 2004 to 2006. Mr. Michelini serves on the board of directors of OneMain Holdings and Venerable Holdings, Inc. and previously served on the boards of Aleris International, Noranda Aluminum, Metals USA, and Warrior Met Coal. At Apollo, Mr. Michelini has executed deals across the world including in North America, Europe, and Asia. Mr. Michelini graduated from Princeton University with a B.A. in mathematics and a Certificate in Finance. He received his M.B.A. degree from Columbia University. Mr. Michelini was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.

Dr. Manfred Puffer has served as a director of our Company since 2012, and is the chair of our risk committee. Dr. Puffer has served as a Senior Advisor to Apollo since October 2008. From 2006 to 2008, Dr. Puffer was a senior managing director in the Financial Institutions Group of Bear Stearns International, Head of Germany, Austria and Eastern Europe and a Member of the European Executive Committee. From 2002 to 2005, Dr. Puffer was a member of the managing board of WestLB AG and Head of the Investment Bank, Fixed Income, Equities and Structured Finance. Currently, Dr. Puffer is a member of the supervisory board of Infineon Technologies AG. Dr. Puffer holds a Ph.D. and a Master of Business Administration from the University of Vienna. Dr. Puffer was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.

Marc Rowan has served as a director of our Company since 2009, and is a member of our executive committee. Mr. Rowan has served as a director of ISG, our investment manager, since 2009. Mr. Rowan is the Chief Executive Officer and Co-Founder of Apollo, one of the largest alternative asset managers with assets under management in excess of $455 billion, focused on investments across credit-oriented capital markets, insurance, private equity, and real estate. Mr. Rowan currently serves on the boards of directors of Apollo and Athora Holding Ltd. He has previously served on the boards of directors of numerous other entities, including Apollo portfolio companies, other entities affiliated with Apollo, and other entities. Mr. Rowan is a founding member of Youth Renewal Fund and Vice Chair of Darca, Israel’s top educational network, Chair of the Board of Advisors of the Wharton School, and a member of the University of Pennsylvania’s Board of Trustees. He also serves on the board of directors of OpenDor Media and several technology-oriented companies. He is an Executive Committee member of the Civil Society Fellowship, a partnership of ADL and the Aspen Institute. Mr. Rowan graduated summa cum laude from the University of Pennsylvania’s Wharton School of Business with a BS and MBA in finance. Mr. Rowan was selected to serve on our board of directors as a result of his service on the boards of numerous public and private companies and his demonstrated track record of success and extensive experience in the financial services sector.

Lawrence J. Ruisi has served as a director of our Company since 2013, and is the chair of our audit committee and is a member of our risk committee. Mr. Ruisi is also a director of a number of our US subsidiaries. As an operating executive, Mr. Ruisi held various senior level positions in the entertainment business, including President & Chief Executive Officer of Loews Cineplex Entertainment Corporation, a movie theatre operator with 400 locations worldwide, and as Executive Vice President and Chief Financial Officer of Columbia Pictures Entertainment. As a non-executive, Mr. Ruisi served on numerous boards including Hughes Communications Inc., UST Inc., InnKeepers USA Trust, Wyndham International, Inc. and Adaptec, Inc. During his tenure on these boards, Mr. Ruisi was Chairman of various audit committees, named designated financial expert and served on both compensation and nominating and corporate governance committees. Mr. Ruisi was Chairman of the Independent Committee of the board of InnKeepers, which oversaw its restructuring, and was Chairman of Special Committees at both Wyndham and Adaptec. Mr. Ruisi began his career at Price Waterhouse & Co., where he was a Senior Manager. He is a Certified Public Accountant and received a Bachelor of Science degree in accounting and a Master of Business Administration in finance from St. John’s University. Mr. Ruisi is currently an adjunct professor of accounting at St. John’s University. Mr. Ruisi was selected to serve on our board of directors as a result of his extensive leadership experience in various sectors, his expertise in accounting and financial reporting matters and his experience serving on the boards of numerous public and private companies.

Lynn Swann has served as a director of our company since September 2020. Mr. Swann is president of Swann, Inc., a marketing and consulting firm he founded in 1976. From 2016 to 2019, Mr. Swann served as the Athletic Director of the University of Southern California (USC), where he was responsible for overall administration of 21 women’s and men’s Division I athletic programs at the university. Prior to his role at USC, he worked on-air as a host, reporter and analyst for the American Broadcast Company (ABC-TV) for nearly 30 years and served for two years as chairman of the national board of Big Brothers Big Sisters of America, overseeing management of more than 400 agencies across the United States and establishing Big Brothers Big Sisters as a premier mentoring group. Mr. Swann was the Republican party nominee for Pennsylvania governor in 2006 and was appointed by President George W. Bush as the Chairman of the President’s Council on Fitness, Sports and Nutrition, where he served from 2002 to 2005. Mr. Swann currently serves on the board of directors of Evoqua Water Technologies and American Homes 4 Rent, and has previously served on the boards of a number of publicly-traded, privately-held and non-profit entities, such as Fluor Corporation, Caesar’s Entertainment Corp., Hershey Entertainment and Resorts, H.J. Heinz Company and the Professional Golfers’ Association (PGA) of America. Mr. Swann received a Bachelor of Arts in public relations from the University of Southern California. He is Hall of Fame athlete and former wide receiver for the Pittsburgh Steelers football team. He has also held Series 7 and 63 registrations for securities industry professionals. Mr. Swann was selected to serve on our board of directors as a result of his expertise in business, marketing and community involvement in addition to his public company board experience.

Hope Schefler Taitz has served as a director of our Company and our subsidiary, ALRe, since 2011, and is a member of our risk, legal and regulatory, and conflicts committees. Ms. Taitz is also a director of a number of our US subsidiaries. Ms. Taitz has served as the CEO of ELY Capital since 2014 and the chairperson and CEO of Aequi Acquisition Corp. since 2020. Now acting as an investor and advisor with expertise in media, technology and the consumer, she helps innovative enterprises grow through financial leadership and connections to established corporations. Ms. Taitz, a strong advocate of women on boards, also currently serves on the board of MidCap Finco Holdings Limited and Summit Hotel Properties, Inc. She has previously served on the boards of Apollo Residential Mortgage, Inc., Greenlight Capital Re, Ltd., Diamond International Resorts, Inc., as well as Lumenis Ltd. From 1995 to 2003, Ms. Taitz was Managing Partner of Catalyst Partners, L.P., a money management firm. From 1990 to 1992, Ms. Taitz was a Vice President at The Argosy Group (now part of the Canadian Imperial Bank of Commerce (NYSE: CM)) specializing in financial restructuring before becoming a Managing Director at Crystal Asset Management, from 1992 to 1995. From 1986 to 1990, Ms. Taitz was at Drexel Burnham Lambert, first as a mergers and acquisitions analyst and then as an associate in the leveraged buyout group. On the not for profit side, Ms. Taitz focuses on education and is an advocate for STEM. She is a founding executive member of YRF Darca, an emeritus board member of Pencils of Promise, and a member of the undergraduate executive board of The Wharton School at the University of Pennsylvania. Ms. Taitz is a former board member of Girls Who Code and is now a board member of the New York City Foundation for Computer Science. Ms. Taitz graduated with honors from the University of Pennsylvania with a Bachelor of Arts degree in economics. Ms. Taitz was selected to serve on our board of directors as a result of her extensive experience in the financial services sector as well as her experience serving on the governance committees of other public companies.

Arthur Wrubel has served as a director of our Company since August 2016, and is the chair of our nominating and corporate governance and a member of our compensation committee. In 2001, Mr. Wrubel formed Wesley Capital Management, a long/short investment fund focused on real estate securities. Since its inception, Wesley Capital has been among the largest investment funds in the real estate securities sector. In 1993, Mr. Wrubel joined Dickstein & Co., a bankruptcy and event-driven investment fund as a partner. His focus was on real estate and asset backed securities. At Dickstein, Mr. Wrubel was involved in many high-profile real estate corporate restructurings including Olympia & York, Cadillac Fairview, Rockefeller Center Properties, Bramalea, and Trizec. Mr. Wrubel began his career in 1987 at JMB Realty Corporation, where he was an associate in the acquisitions group. Mr. Wrubel currently serves as a member of the Wharton Undergraduate Board at the University of Pennsylvania. Mr. Wrubel received a Bachelor of Science in economics from The Wharton School at the University of Pennsylvania. Mr. Wrubel was selected to serve on our board of directors as a result of his extensive experience in the financial services sector.

Fehmi Zeko has served as a director of our Company since March 2018 and is a member of our nominating and corporate governance committee. Mr. Zeko currently serves as CEO of Zeko Partners LLC, Senior Advisor at CDX Advisors and a General Partner at Great Point Capital Management. From 2015 to March 2018, Mr. Zeko served as Vice Chairman, Global Technology, Media and Telecommunications Investment Banking Group at Bank of America Merrill Lynch. In this role he helped organize and execute the strategic plan to reposition the entire Technology, Media and Telecom franchise for large cap coverage globally. Prior to Bank of America, Mr. Zeko was Senior Managing Director, Group Head North America and Global Chairman, Telecom, Media, Entertainment and Technology (“TMET”) at Macquarie Capital, where he led the firm’s Global TMET Investment Banking and Principal Investing Practice. Prior to joining Macquarie Capital, Mr. Zeko was Vice Chairman and Co-Founder of the Foros Group, where he led the firm’s Media and Communication Advisory Practice. Prior to that, Mr. Zeko held senior investment banking positions at Deutsche Bank and Citigroup. Mr. Zeko currently serves on the board of directors of Entravision Communications Corporation. He received his Bachelor of Business Administration and Master of Business Administration in Finance from Texas Christian University’s Neeley School of Business. Mr. Zeko was selected to serve on our board of directors as a result of his extensive financial and global experience.

•our Class I directors are Messrs. Belardi, Leach, Lohr, Michelini and Rowan and their terms will expire at our annual general meeting to be held in 2022;

•our Class II directors are Messrs. Kleinman, Ruisi, Wrubel and Zeko and Ms. Taitz and their terms will expire at our annual general meeting to be held in 2023; and

•our Class III directors are Messrs. Beilinson, Borden, McCall and Swann and Dr. Puffer and Ms. Hormozi and their terms will expire at our annual general meeting to be held in 2021.

Audit Committee

Compensation Committee

Conflicts Committee

Legal and Regulatory Committee

Lawrence J. Ruisi (Chair)*

Marc Beilinson (Chair)*

Marc Beilinson*

Mitra Hormozi (Chair)*

Robert Borden*

Mitra Hormozi*

Robert Borden*

Marc Beilinson*

Brian Leach*

Arthur Wrubel*

Hope Taitz

Matthew Michelini

Hope Taitz

Executive Committee

Nominating and Corporate Governance Committee

Risk Committee

James R. Belardi

Arthur Wrubel (Chair)*

Manfred Puffer (Chair)

Marc Rowan

H. Carl McCall*

Robert Borden*

Matthew Michelini

Fehmi Zeko*

Brian Leach*

Matthew Michelini

Lawrence J. Ruisi*

Hope Taitz

* Independent director for purposes of the NYSE corporate governance listing requirements.

 

•the integrity of the Company’s consolidated financial statements and financial and accounting processes;

•compliance with the audit, legal, accounting and internal controls requirements by AHL and its subsidiaries;

•the independent auditor’s qualifications, independence and performance;

•related party transactions other than transactions between AHL and its subsidiaries, on the one hand, and Apollo and its affiliates (other than AHL and its subsidiaries), on the other hand, and other related party transactions ancillary thereto that are required to be reviewed by the conflicts committee or by the disinterested directors on our board of directors as described under “—Conflicts Committee” below, or are expressly exempt from such review under our internal policies;

•the performance of the Company’s internal control over financial reporting and its subsidiaries’ internal control over financial reporting (including monitoring and reporting by subsidiaries) and the function of the Company’s internal audit department;

•the Company’s legal and regulatory compliance and ethical standards;

•procedures to receive, retain and treat complaints regarding accounting, internal controls over financial reporting or auditing matters and to receive confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters; and

•the review of the Company’s financial disclosure and public filings.

Our audit committee is currently comprised of Messrs. Leach, Ruisi and Borden. Mr. Ruisi is the chair of the audit committee. The board of directors has determined that each of Messrs. Ruisi, Leach and Borden meet the independence requirements of the NYSE rules and the criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act of 1934, as amended. The board of directors has determined that each member of our audit committee meets the requirements for financial literacy under the applicable rules and regulations of the SEC and the NYSE. The chair of our audit committee, Mr. Ruisi, is an independent director and an “audit committee financial expert” as that term is defined in the rules and regulations of the SEC. Our board of directors has approved a written charter under which the audit committee will operate. A copy of the charter of our audit committee is available on our principal corporate website at www.athene.com. Information contained on our website or connected thereto does not constitute a part of, and is not incorporated by reference into, this Amendment.

•review and approve annually corporate goals and objectives, including financial and other performance targets, relevant to Chief Executive Officer and executive officer compensation;

•review and approve annually corporate goals and objectives, including financial and other performance targets, relevant to compensation paid to the other executive officers and key employees of the Company and its subsidiaries;

•review, approve and, when necessary, make recommendations to the board of directors regarding the Company’s compensation plans for executive officers and key employees, including with respect to incentive compensation plans and share-based plans, policies and programs;

•review and administer the Company’s share incentive plans and any other share-based plan and any incentive-based plan of the Company and its subsidiaries, including approving grants and/or awards of restricted stock, stock options and other forms of equity-based compensation under any such plans to executive officers, and, at its discretion, delegate authority to senior management to administer such plans for employees of the Company who are not executive officers and key employees;

•review and approve, for the Chief Executive Officer and other executive officers of the Company, when and if appropriate, employment agreements, severance agreements, consulting agreements and change in control or termination agreements and any benefits or perquisites not broadly applicable to the employee population;

•prepare the compensation committee report to be included in an annual report or proxy statement, as required by applicable SEC and NYSE rules;

•review periodically the Company’s compensation plans, policies and programs to assess whether such policies encourage excessive or inappropriate risk-taking or earnings manipulation;

•review the results of any advisory stockholder votes on executive compensation and consider whether to recommend adjustments to the Company’s executive compensation policies and practices as a result of such vote; and

•monitor compliance with stock ownership guidelines for the Chief Executive Officer and other executive officers of the Company.

Our compensation committee is comprised of Messrs. Beilinson and Wrubel and Ms. Hormozi. Mr. Beilinson is the chair of the compensation committee. The board of directors has determined that each of Messrs. Beilinson and Wrubel and Ms. Hormozi meet the independence requirements of the NYSE rules and therefore all members of the compensation committee are independent directors. Our board of directors has approved a written charter under which the compensation committee will operate. A copy of the charter of our compensation committee is available on our principal corporate website at www.athene.com. Information contained on our website or connected thereto does not constitute a part of, and is not incorporated by reference into, this Amendment.

•identify, evaluate and recommend individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors;

•select, or recommend that our board of directors select, the director nominees to stand for election at each annual general meeting of shareholders of the Company or to fill vacancies on our board of directors;

•develop and recommend to our board of directors a set of corporate governance guidelines applicable to the Company and its subsidiaries; and

•oversee the annual performance evaluation of our board of directors and each of its committees.

•fitness and propriety for the position, including a high level of professional ethics, integrity, leadership values and the ability to exercise sound judgment;

•useful qualifications, industry experience, technical expertise; education and other skills and expertise, as well as the interplay of those factors with the qualifications and experience of incumbent directors;

•a willingness and ability to devote the time necessary to carry out the duties and responsibilities of board membership;

•a desire to oversee that the operations and financial reporting are effected in an accurate and transparent manner and in compliance with applicable laws, rules and regulations;

•diversity, including gender, race, national origin, ethnicity and age; and

•a dedication to the representation of the best interests of the Company and its shareholders.

Our nominating and corporate governance committee is comprised of Messrs. Wrubel, McCall, and Zeko. Mr. Wrubel is the chair of the nominating and corporate governance committee. The board of directors has determined that each of Messrs. Wrubel, McCall, and Zeko meet the independence requirements of the NYSE rules and therefore all members of our nominating and corporate governance committee are independent directors. A copy of the charter of our nominating and corporate governance committee is available on our principal corporate website at www.athene.com. Information contained on our website or connected thereto does not constitute a part of, and is not incorporated by reference into, this Amendment.

•material litigation and other disputes;

•material regulatory matters, including investigations, enforcement actions and other inquiries;

•compliance with material laws and regulations;

•material compliance, legal and regulatory programs, policies and procedures; and

•environmental, governance and corporate social responsibility matters.

Because the Apollo Group has a significant voting interest in AHL, and because AHL and its subsidiaries have entered into, and will continue in the future to enter into, transactions with Apollo and its affiliates, our bye-laws require us to maintain a conflicts committee designated by our board of directors, comprised solely of directors who are not general partners, directors, managers, officers or employees of the Apollo Group. The conflicts committee meets at least quarterly and consists of Messrs. Beilinson and Borden and Ms. Taitz. The conflicts committee reviews and approves material transactions by and between AHL and its subsidiaries, on the one hand, and members of the Apollo Group, on the other hand, including any modification or waiver of the IMAs (as defined herein) with ISG, subject to certain exceptions. The conflicts committee is also responsible for the review and approval of related party transactions that are incidental or ancillary to the foregoing transactions and other related party transactions relating to or involving, directly or indirectly, Apollo or any member of the Apollo Group. For a description of the functions of the conflicts committee and such exceptions, see “CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS—Related Party Transaction Policy.”

•declare dividends on or distributions of or in respect of shares of the Company that, in each case, is not within the scope of authority previously delegated to the executive committee by action of the board of directors;

•issue shares or authorize or approve the issuance or sale, or contract for sale, of shares or determine the designation and relative rights, preferences and limitations of a series or class of shares unless specifically delegated by action of the board of directors to the executive committee or a subcommittee of the executive committee;

•recommend to shareholders any action that requires shareholder approval;

•recommend to shareholders a dissolution or winding up of the Company or a revocation of a dissolution or winding up of the Company;

•amend or repeal any provision of the memorandum of association or bye-laws;

•agree to the settlement of any litigation, dispute, investigation or other similar matter with respect to the Company that is not within the scope of authority previously delegated to the executive committee by the board of directors;

•approve the sale or lease of real or personal property assets with a fair value greater than a threshold amount specifically delegated to the executive committee by the board of directors;

•authorize mergers (other than a merger of any wholly-owned subsidiary with the Company), acquisitions, joint ventures, consolidations or dispositions of assets or any business of the Company or any investment in any business or Company by the Company with a fair value in excess of a threshold amount specifically delegated to the executive committee by the board of directors; or approve the sale, lease, exchange or encumbrance of any material asset of the Company that, in each case, is not within the scope of authority previously delegated to the executive committee by action of the board of directors; or 

•amend, alter or repeal, or take any action inconsistent with any resolution or action of the board of directors.

•Management Executive Committee: oversees all of our strategic initiatives and our overall financial condition.

•Management Risk Committee: oversees overall corporate risk, including credit risk, interest rate risk, equity risk, business risk, operational risk and other risks we confront. The committee reports to the board risk committee.

•Operational Risk Committee: a subcommittee of the Management Risk Committee which oversees operational risk, including information security, disaster recovery, trading activities and operational management of our annuity portfolio.

•Management Investment and Asset Liability Committee: focuses on strategic decisions involving our investment portfolio and asset allocation, such as approving investment limits, new asset classes and our allocation strategy, reviewing large asset transactions as well as monitoring investment, credit, liquidity and asset/liability risks. The committee reports to the board risk committee.

•Management Balance Sheet Committee: a subcommittee of the Management Executive Committee which operates as a forum for senior management to oversee and provide guidance on sources and uses of the Company’s capital, review transactions above certain thresholds and provide recommendations to our board of directors, review balance sheet structure and review other matters having material impacts to financial statements.

Item 11.    Executive Compensation

Our NEOs, comprised of our principal executive and financial officers, our three highest paid executive officers other than our principal executive and financial officers, and a former executive officer, are as follows:

Executive						Title
James R. Belardi						Chairman, Chief Executive Officer and Chief Investment Officer
Martin P. Klein						Executive Vice President and Chief Financial Officer
William J. Wheeler						President
Grant Kvalheim						Executive Vice President, AHL and Chief Executive Officer and President, Athene USA Corporation
John L. Golden						Executive Vice President and General Counsel
John M. Rhodes						Former Executive Vice President and Chief Risk Officer*
*Mr. Rhodes separated from the Company on December 28, 2020, having served as Executive Vice President and Chief Risk Officer of the Company through May 17, 2020.

Despite the challenging environment caused by the COVID-19 pandemic, in general, the Company’s business performed strongly in 2020. Except for certain supplemental cash bonus awards as described more fully in “Equity and Long-Term Incentive Awards – Cash Bonus Awards” below, the compensation committee did not make any adjustments to the Company’s executive compensation program as a result of the impact of the COVID-19 pandemic.

•attract, retain and motivate high-performing talent;

•reward outstanding performance;

•align executive compensation elements with both short-term and long-term company performance; and

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

In late 2019, our compensation committee conducted a review of the Company’s executive compensation program, with the assistance of the compensation committee’s independent compensation consultant, Willis Towers Watson. Willis Towers Watson provided input on the Company’s overall incentive design and a benchmarking analysis with respect to our executive officer compensation program. When setting 2020 NEO compensation, our compensation committee considered survey data from the 2019 Willis Towers Watson CDB Financial Services Executive Compensation Database, as well as compensation data from a group of peer companies (the “Peer Group”) to evaluate compensation arrangements against those of the Company. Informed by Willis Towers Watson’s analysis in 2019, the compensation committee approved certain changes to the Peer Group to better align the core business lines of the constituent companies with the core business lines of the Company. As a result, Sun Life Financial Inc. was removed, and Ameriprise Financial, Inc. was added to the Peer Group which was used to evaluate 2020 compensation decisions. The companies in the Peer Group were selected based on one or more of the following characteristics: similar in size to the Company; the companies are industry competitors; or the companies are considered a source of talent. Even though some of the Peer Group companies have larger revenues and market capitalization than the Company, the compensation committee determined that each company was an appropriate peer based on such company being an industry competitor or a source of talent, as well as the Company’s recent and potential future growth. The Peer Group used to evaluate 2020 compensation decisions consisted of the following ten publicly-traded financial services companies:

In addition, the portion of the annual incentive award payout that is based on corporate financial and operational goals can be overridden to 0% for the NEOs at the discretion of the risk and compensation committees in the event of a material breach of a risk threshold, but only to the extent such breach is not approved by the board of directors or risk committee in advance, or waived by the board of directors or risk committee in retrospect.

The 2020 long-term incentive awards to executive officers were comprised of 50% performance-based restricted share units (“RSUs”), 25% time-based RSUs and 25% time-based stock options, determined based on target grant date value. The form and annual amount of the long-term incentive awards are determined by the compensation committee with input from Willis Towers Watson. We use grants of stock options to focus our executives on delivering long-term value to shareholders because options have intrinsic value only to the extent that the price of our stock on the date of exercise exceeds the stock price on the grant date. We also use stock options to retain executives, since the stock options vest ratably over a three-year period, provided the recipient remains employed through the applicable vesting date. We believe that time-based RSUs further align the interests of our executives with those of our shareholders and also serve to retain executives, as these RSUs also vest ratably over a three-year period, provided the recipient remains employed through the applicable vesting date.

The corporate performance measurements, their respective weightings, 2020 performance and achievement with respect to these measurements, and payout level are set forth below. We believe the targets were designed to be reasonably achievable with strong management performance and the coordinated, cross-functional focus and effort of the NEOs, and did not reflect unrealistic targets that may encourage excessive risk-taking. The targets for the corporate financial and operational measures were determined in relation to the Company’s internal business plan for the year and were set prior to the full onset of the COVID-19 global pandemic. Despite the challenging environment caused by the pandemic, we did not make any adjustments to any of the corporate performance measurements or targets.

Objectives						Weight						Measurement						Target						2020 Performance						Payout Level
Overall profitability						35		%				Adjusted operating income(1)						$1.440B						$1.283B						64		%
Expense management						15		%				Expense targets(2)						—						Exceeded						129		%
Organic growth						10		%				Organic deposits(3)						$14.0 – 17.0B						$26.852B						150		%
New business profitability						15		%				Underwritten IRR(4)						—						Exceeded						150		%
Capital						25		%				Excess equity capital generation(5)						—						Exceeded						150		%
(1) Adjusted operating income is based on net income adjusted for certain investment gains/losses, change in fair values of derivatives and embedded derivatives, certain non-operating expenses, stock compensation expense, bargain purchase gain, and income tax benefit/loss, as described more fully in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the SEC. For purposes of determining the NEO annual incentive awards in 2020, adjusted operating income is adjusted for the impact of certain material transactions undertaken during 2020 that were not included in the Company’s 2020 financial plan, as contemplated by the annual incentive program terms.
(2) Represents consolidated operating expenses included in operating income, including the impact of ACRA’s non-controlling interest, adjusted for M&A, long-term incentive program, bonus accrual variances in relation to target, and the impact of any material transactions undertaken.
(3) Organic deposits include retail independent marketing organization (“IMO”), retail financial institution, funding agreements, pension risk transfer and flow reinsurance.
(4) Underwritten IRR on retail IMO, retail financial institution, funding agreements, pension risk transfer and flow reinsurance.
(5) Increase in excess equity capital, with adjustments including, but not limited to, variance to the Company’s 2020 financial plan for share buybacks, preferred stock issuances, debt issuances, inorganic transactions, and certain other uses.

The threshold, target and maximum payout opportunities and the performance metrics under the 2018 performance awards were as follows:

			2018-2020 Performance Goals
			Annual Adjusted Operating ROE (3 year average)												Adjusted Operating Income (3 year cumulative)
			Performance						Payout						Performance						Payout
Threshold			12.5%						50%						$3,300M						50%
Target			15.0%						100%						$4,300M						100%
Maximum			17.5%						150%						$5,300M						150%

On February 28, 2020, the Company closed a strategic transaction with AGM, which resulted in, among other things, the elimination of the Company’s multi-class share structure and the conversion of all of the Company’s outstanding Class M common shares into a combination of Class A common shares and warrants to acquire Class A common shares (the “Class M Exchange”). As part of the Class M Exchange, all vesting conditions with respect to the outstanding unvested Class M common shares were accelerated immediately prior to the Class M Exchange. In connection with the Class M Exchange and pursuant to the adjustment provisions set forth in the underlying share incentive plans, each holder of Class M common shares received a combination of newly issued warrants and Class A common shares with a total value that is equivalent to the Class M common shares exchanged by that holder. At the time, the warrants and shares represented 95% and 5% of the total value, respectively, of the Class M common shares exchanged by such holder and both were fully vested upon issuance. The warrants are exercisable for Class A common shares and have terms and conditions similar to vested Class M common shares, including the same conversion prices as the Class M common shares that were exchanged.

The following table provides information concerning compensation earned by our NEOs for 2020 and, to the extent required by applicable SEC compensation disclosure rules, 2019 and 2018.

Name and Principal Position						Year						Salary						Bonus						Stock Awards(1)						Option Awards(2)						Non-Equity Incentive Plan Compensation(3)						All Other Compensation(4)						Total
James R. Belardi(5) Chairman, Chief Executive Officer and Chief Investment Officer						2020						$	705,000					$	—					$	2,857,411		(6)			$	625,008					$	—		(6)			$	247,196					$	4,434,616
						2019						$	680,000					$	—					$	2,702,739					$	625,000					$	—					$	246,842					$	4,254,581
						2018						$	863,750					$	—					$	2,716,318					$	625,002					$	—					$	70,239					$	4,275,309
William J. Wheeler President						2020						$	1,275,000					$	—					$	1,500,049					$	7,450,002					$	1,752,188					$	19,296					$	11,996,535
						2019						$	1,250,000					$	—					$	1,398,053					$	500,006					$	1,752,188					$	18,642					$	4,918,889
						2018						$	1,250,000					$	—					$	1,066,406					$	375,003					$	1,700,000					$	50,062					$	4,441,471
Grant Kvalheim Executive Vice President—Athene, and Chief Executive Officer and President—Athene USA Corporation						2020						$	750,000					$	—					$	1,312,593					$	1,235,373					$	1,650,000					$	109,624					$	5,057,589
						2019						$	750,000					$	—					$	1,223,289					$	437,509					$	1,550,000					$	115,173					$	4,075,971
						2018						$	750,000					$	—					$	604,307					$	212,505					$	1,460,000					$	147,627					$	3,174,439
Martin P. Klein Executive Vice President and Chief Financial Officer						2020						$	650,000					$	—					$	1,275,062					$	1,126,138					$	1,359,475					$	96,799					$	4,507,474
						2019						$	650,000					$	—					$	1,188,352					$	425,006					$	1,359,475					$	120,205					$	3,743,038
						2018						$	625,000					$	—					$	710,912					$	250,008					$	1,116,300					$	118,168					$	2,820,388
John L. Golden Executive Vice President and General Counsel						2020						$	475,000					$	—					$	675,062					$	225,002					$	690,000					$	17,100					$	2,082,164
John M. Rhodes Former Executive Vice President and Chief Risk Officer						2020						$	500,000					$	750,000		(7)			$	487,506					$	458,506					$	—					$	73,892					$	2,269,904
						2019						$	500,000					$	—					$	417,307					$	162,504					$	787,500					$	61,211					$	1,928,523
						2018						$	500,000					$	—					$	426,574					$	150,003					$	750,000					$	142,668					$	1,969,246

(1)This column includes the grant date fair value of the performance-based RSUs and time-based RSUs granted to our NEOs in 2020 and restricted Class A common shares granted to Mr. Belardi in accordance with the terms of his annual incentive award, calculated in accordance with FASB ASC Topic 718. For the time-based RSUs and RSAs, grant date fair value is calculated by multiplying the number of RSUs or RSAs by the closing share price on the date of grant. For the performance-based RSUs, we have reported the grant date fair value assuming the probable outcome of satisfying the performance conditions. Assuming the probable outcome of performance conditions will be achieved, the grant date fair value of the 2020 performance-based RSUs would be as follows: $1,250,008; $1,000,016; $875,045; $850,041; $450,025; and $325,004, for Messrs. Belardi, Wheeler, Kvalheim, Klein, Golden and Rhodes, respectively. Assuming the highest level of performance conditions will be achieved, the grant date fair value of the 2020 performance-based RSUs would be as follows: $1,875,011; $1,500,024; $1,312,568; $1,275,062; $675,037; and $487,506 for Messrs. Belardi, Wheeler, Kvalheim, Klein, Golden and Rhodes, respectively.

(2)This column represents the aggregate grant date fair value of stock options granted in 2020, calculated in accordance with FASB ASC Topic 718. With respect to the stock options, the Company measures the fair value of each stock option grant at the date of grant using a Black-Scholes option pricing model. The following represents the assumptions used in the Black-Scholes option pricing model for 2020: risk-free interest rate of 1.3%, dividend yield of 0.0%, volatility of 25% and expected life of 3.9 years. For Messrs. Wheeler, Kvalheim, Klein and Rhodes, their 2020 amounts also include the incremental fair value (calculated in accordance with FASB ASC Topic 718) associated with modification of their unvested Class M share awards. As noted in the section “Class M Common Shares and the Class M Exchange” above, all outstanding unvested Class M shares were accelerated on February 28, 2020 in connection with a strategic transaction with AGM. The compensation associated with such modification does not represent newly granted awards.

(3)The amounts in this column represent annual cash incentive awards paid to the NEOs other than Messrs. Belardi and Rhodes. Such amounts were determined by the compensation committee after the end of applicable year and were based on the achievement of financial, operational, and personal objectives.

(4)For 2020, these amounts include the Company’s 401(k) matching payment of $17,100 for Messrs. Wheeler, Klein, Golden and Rhodes and $16,800 for Mr. Kvalheim; housing allowances of $33,000 for Mr. Kvalheim; $45,983 (which includes a tax gross-up of $20,951) for Mr. Klein and $30,747 (which includes a tax gross-up of $15,294) for Mr. Rhodes for their residences in Iowa; taxable amounts of $59,824 (which includes a tax gross-up of $27,130) for Mr. Kvalheim; $33,716 (which includes a tax gross-up of $15,362) for Mr. Klein and $26,045 (which includes a tax gross-up of $12,753) for Mr. Rhodes, for travel expenses from their principal residences to the Company’s office in Iowa; the Company’s payment of tax preparation fees for Messrs. Belardi and Wheeler; and $245,000 in fees paid by the Company for financial and estate planning services, primarily to assist Mr. Belardi with estate planning with respect to his holdings of Company equity. Each of these amounts represent the cost paid directly to the NEO or service provider, as applicable.

(5)Pursuant to an understanding between the Company and ISG, the Company and ISG have each agreed to pay 50% of Mr. Belardi’s annual salary and incentive plan award. The amounts reported for each period reflect only those amounts for which the Company is responsible. The fees for Mr. Belardi’s financial and estate planning services that were paid by the Company are counted towards the amounts for which the Company is responsible.

(6)In accordance with the terms of Mr. Belardi’s annual incentive award, Mr. Belardi received his annual incentive award of $982,400 for 2020 performance in the form of restricted Class A common shares. The restricted Class A common shares, which are included in the Stock Awards column, were awarded in 2020 as Mr. Belardi’s annual incentive opportunity but were granted in the form of restricted shares in 2021 following the conclusion of and determination of achievement for the 2020 performance period and vest ratably over a two-year period.

(7)In accordance with the terms of his Transition Agreement, Mr. Rhodes received an annual incentive bonus of $750,000.

Name of Executive						Grant Date						Estimated Future Payouts Under Annual Incentive Plan Awards(1)																		Estimated Future Payouts Under Equity Incentive Plan Awards:(2) (#)																		All Other Stock Awards: Number of Shares or Units						All Other Option Awards:  Number of Securities Underlying Options(3)						Exercise Price of Option Awards ($/Sh)						Grant Date Fair Value of Share and Option Awards(4)
												Threshold						Target						Maximum						Threshold						Target						Maximum
James R. Belardi						2/21/2020																								12,573						25,146						37,719																								$	1,250,008
						2/21/2020			(5)																																							12,573																		$	625,004
						2/21/2020																																																58,303						$	49.71					$	625,008
						2/18/2020			(6)																					—						21,064						—																								982,400
William J. Wheeler						2/21/2020																								10,059						20,117						30,176																								$	1,000,016
						2/21/2020			(5)																																							10,059																		$	500,033
						2/21/2020																																																46,642						$	49.71					$	500,002
						2/21/2020						—						$	1,575,000					$	3,150,000
						2/28/2020			(7)																																													833,333												$	6,950,000
Grant Kvalheim						2/21/2020																								8,802						17,603						26,405																								$	875,045
						2/21/2020			(5)																																							8,802																		$	437,547
						2/21/2020																																																40,812						$	49.71					$	437,505
						2/21/2020						—						$	1,425,000					$	2,850,000
						2/28/2020			(7)																																													146,667												$	797,868
Martin P. Klein						2/21/2020																								8,550						17,100						25,650																								$	850,041
						2/21/2020			(5)																																							8,550																		$	425,021
						2/21/2020																																																39,646						$	49.71					$	425,005
						2/21/2020						—						$	1,222,000					$	2,444,000
						2/28/2020			(7)																																													86,667												$	701,133
John L. Golden						2/21/2020																								4,527						9,053						13,580																								$	450,025
						2/21/2020			(5)																																							4,527																		$	225,037
						2/21/2020																																																20,989						$	49.71					$	225,002
						2/21/2020						—						$	625,000					$	1,250,000
John M. Rhodes						2/21/2020																								3,269						6,538						9,807																								$	325,004
						2/21/2020			(5)																																							3,269																		$	162,502
						2/21/2020																																																15,159						$	49.71					$	162,504
						2/21/2020						—						$	750,000					$	1,500,000
						2/28/2020			(7)																																													66,667												$	296,001

(1)The 2020 annual incentive awards for our NEOs other than Mr. Belardi were based on a combination of five overall corporate financial and operational goals, which comprised 75% of the award, as well as individualized performance goals, which comprised the other 25% of the award. The corporate performance component of the awards has a payout range between 0% and 168% of the corporate performance component. The overall payout range of the awards, including both the corporate performance component and the personal performance component of the award, is between 0% and 200% of the target amount. As noted in the CD&A, Mr. Rhodes received an annual incentive bonus of $750,000 in lieu of an annual incentive award payout per the terms of the Transition Agreement.

(2)All equity incentive plan awards reported in this column, other than the award to Mr. Belardi of 21,064 shares, represent performance-based RSUs. The performance-based RSUs cliff-vest after the 2020–2022 performance period provided the recipient is continuously employed during the period and are payable only if the Company achieves specified goals based on three equally weighted performance metrics: average annual adjusted return on equity, cumulative adjusted operating income, and adjusted book value per share, each for the three-year period.

(3)The stock options granted on February 21, 2020 vest ratably over a three-year period provided the recipient remains employed through the applicable vesting date.

(4)For valuation methodology, see notes 1 and 2 to the 2020 Summary Compensation Table.

(5)The time-based RSUs vest ratably over three years provided the recipient remains employed through the applicable vesting date.

(6)The award to Mr. Belardi of 21,064 shares represents a 2020 annual incentive award that is dollar-denominated but by its terms is payable in restricted Class A common shares, which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date. Mr. Belardi’s annual incentive award was issued with a target value of $925,000 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 has 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, is between 0% and 139% of the target amount. 21,064 restricted Class A common shares were issued to Mr. Belardi on February 22, 2021 following the compensation committee’s determination of the payout amount of the annual incentive award, which represents the amount of the annual incentive award payout, $982,400, divided by the closing price of the Class A common shares on the date of issuance.

(7)Amounts reported in this row represent the number of Class M shares that were impacted by the modification of outstanding unvested Class M shares pursuant to the Class M Exchange, as discussed in the section “Class M Common Shares and the Class M Exchange” above, and the grant date fair value for these awards represents the incremental fair value related to such modification and does not reflect a new equity grant. The warrants issued on February 28, 2020 in connection with the Class M Exchange are fully vested.

The warrants and Class A common shares received by the NEOs in the Class M Exchange are not included in this table as they are no longer deemed outstanding equity awards as they were issued pursuant to the adjustment provisions in our share incentive plans in full settlement of the vested Class M common shares and are reflected in the beneficial ownership table in “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS.”

																		Option Awards																								Stock Awards
Name of Executive						Grant Date						Grant Type						Number of Securities Underlying Unexercised Options (#) (Exercisable)						Number of Securities Underlying Unexercised Options (#) (Unexercisable)						Option Exercise Price ($)						Option Expiration Date(1)						Number of Shares of Stock or Units of Stock that Have Not Vested (#)						Market Value of Shares of Stock or Units of Stock That Have Not Vested ($) (2)						Equity Incentive Plan Awards: Number of Unearned Shares of Stock or Units of Stock that Have Not Vested (#) (6)						Equity Incentive Plan Awards: Market Value of Unearned Shares of Stock or Units of Stock that Have Not Vested ($) (2)
James R. Belardi(3)						2/20/2018						RSA			(7)																											10,539						$	454,652
						4/3/2019						RSA			(8)																											19,216						$	828,978
						2/18/2020						RSA			(9)																											21,064						$	908,701
						6/6/2016						Options						128,645												$	33.95					6/6/2026
						3/21/2017						Options						66,278												$	51.25					3/21/2027
						2/27/2018						Options						44,185						22,093						$	48.05					2/27/2028
						4/3/2019						Options						21,477						42,956						$	42.44					4/3/2029
						2/21/2020						Options												58,303						$	49.71					2/21/2030
						2/27/2018						RSU			(4)																											4,336						$	187,055
						2/27/2018						RSA			(10)																																							26,015						$	1,122,287
						4/3/2019						RSU			(4)																											9,818						$	423,549
						4/3/2019						RSA			(10)																																							29,454						$	1,270,646
						2/21/2020						RSU			(4)																											12,573						$	542,399
						2/21/2020						RSU			(5)																																							25,146						$	1,084,798
William J. Wheeler						6/6/2016						Options						64,323												$	33.95					6/6/2026
						3/21/2017						Options						39,767												$	51.25					3/21/2027
						2/27/2018						Options						26,511						13,256						$	48.05					2/27/2028
						4/3/2019						Options						17,182						34,365						$	42.44					4/3/2029
						2/21/2020						Options												46,642						$	49.71					2/21/2030
						2/27/2018						RSU			(4)																											2,602						$	112,250
						2/27/2018						RSA			(10)																																							15,609						$	673,372
						4/3/2019						RSU			(4)																											7,855						$	338,865
						4/3/2019						RSA			(10)																																							23,563						$	1,016,508
						2/21/2020						RSU			(4)																											10,059						$	433,945
						2/21/2020						RSU			(5)																																							20,117						$	867,847
Grant Kvalheim						6/6/2016						Options						36,450												$	33.95					6/6/2026
						3/21/2017						Options						22,535												$	51.25					3/21/2027
						2/27/2018						Options						15,023						7,512						$	48.05					2/27/2028
						4/3/2019						Options						15,034						30,070						$	42.44					4/3/2029
						2/21/2020						Options												40,812						$	49.71					2/21/2030
						2/27/2018						RSU			(4)																											1,475						$	63,632

																		Option Awards																								Stock Awards
Name of Executive						Grant Date						Grant Type						Number of Securities Underlying Unexercised Options (#) (Exercisable)						Number of Securities Underlying Unexercised Options (#) (Unexercisable)						Option Exercise Price ($)						Option Expiration Date(1)						Number of Shares of Stock or Units of Stock that Have Not Vested (#)						Market Value of Shares of Stock or Units of Stock That Have Not Vested ($) (2)						Equity Incentive Plan Awards: Number of Unearned Shares of Stock or Units of Stock that Have Not Vested (#) (6)						Equity Incentive Plan Awards: Market Value of Unearned Shares of Stock or Units of Stock that Have Not Vested ($) (2)
						2/27/2018						RSA			(10)																																							8,845						$	381,573
						4/3/2019						RSU			(4)																											6,873						$	296,501
						4/3/2019						RSA			(10)																																							20,618						$	889,461
						2/21/2020						RSU			(4)																											8,802						$	379,718
						2/21/2020						RSU			(5)																																							17,603						$	759,393
Martin P. Klein						6/6/2016						Options						32,162												$	33.95					6/6/2026
						3/21/2017						Options						26,512												$	51.25					3/21/2027
						2/27/2018						Options						17,674						8,838						$	48.05					2/27/2028
						4/3/2019						Options						14,605						29,210						$	42.44					4/3/2029
						2/21/2020						Options												39,646						$	49.71					2/21/2030
						2/27/2018						RSU			(4)																											1,735						$	74,848
						2/27/2018						RSA			(10)																																							10,406						$	448,915
						4/3/2019						RSU			(4)																											6,677						$	288,046
						4/3/2019						RSA			(10)																																							20,029						$	864,051
						2/21/2020						RSU			(4)																											8,550						$	368,847
						2/21/2020						RSU			(5)																																							17,100						$	737,694
John L. Golden						6/6/2016						Options						17,153												$	33.95					6/6/2026
						3/21/2017						Options						10,605												$	51.25					3/21/2027
						2/27/2018						Options						7,070						3,535						$	48.05					2/27/2028
						4/3/2019						Options						7,732						15,464						$	42.44					4/3/2029
						2/21/2020						Options												20,989						$	49.71					2/21/2030
						2/27/2018						RSU			(4)																											694						$	29,939
						2/27/2018						RSU			(5)																																							4,163						$	179,592
						4/3/2019						RSU			(4)																											3,535						$	152,500
						4/3/2019						RSU			(5)																																							10,604						$	457,457
						2/21/2020						RSU			(4)																											4,527						$	195,295
						2/21/2020						RSU			(5)																																							9,053						$	390,546
John M. Rhodes						3/21/2017						Options						15,907												$	51.25					3/21/2027
						2/27/2018						Options						15,907												$	48.05					2/27/2028
						4/3/2019						Options						16,753												$	42.44					4/3/2029
						2/21/2020						Options						15,159												$	49.71					2/21/2030

(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 31, 2020, the fair market value of a Class A common share was $43.14.

(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 RSUs, which vest ratably over a three-year period.

(5)This row shows the number of performance-based RSUs, which cliff-vest after a three-year period, assuming performance conditions have been met.

(6)The number of performance-based RSUs or RSAs that ultimately vest is based on actual performance during the three-year performance period. The number of performance-based RSUs or RSAs reflected in this column is based on the number of performance-based RSUs or RSAs that would vest assuming the target level of performance is achieved. Final payouts under the performance-based RSUs or RSAs will not be known until the respective performance period is completed.

(7)The award to Mr. Belardi with a grant date of February 20, 2018 represents a 2018 annual incentive award that is dollar-denominated but by its terms is payable in restricted Class A common shares which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date. Mr. Belardi’s annual incentive award was issued with a target value of $925,000 and which will vest ratably on the first and second anniversaries of January 1, 2020.

(8)The award to Mr. Belardi with a grant date of April 3, 2019 represents a 2019 annual incentive award that is dollar-denominated but by its terms is payable in restricted Class A common shares which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date. Mr. Belardi’s annual incentive award was issued with a target value of $925,000 and which will vest ratably on the first and second anniversaries of January 1, 2021.

(9)The award to Mr. Belardi with a grant date of February 18, 2020, as disclosed in footnote 6 of the 2020 Grants of Plan-Based Awards Table, represents a 2020 annual incentive award that is dollar-denominated but by its terms is payable in restricted Class A common shares which vest ratably over a two-year period provided that Mr. Belardi remains employed through the applicable vesting date. Mr. Belardi’s annual incentive award was issued with a target value of $925,000 and which will vest ratably on the first and second anniversaries of January 1, 2022. The amount reported represents the number of restricted Class A common shares granted in 2021 after the committee’s determination of the achievement of the 2020 performance goals.

(10)This row shows the number of performance-based RSAs, which cliff-vest after a three-year period, assuming performance conditions have been met at the target level of performance.

The following table provides information for the NEOs on the number of Class A common shares acquired upon exercise of stock options and vesting of stock awards in 2020 and the value realized at such time.

						Option Awards(4)												Stock Awards
Name						Number of Shares Acquired on Conversion (#)						Value Realized on Conversion ($)						Number of Class A Common Shares Acquired on Vesting (#)						Value Realized on Vesting ($)
James R. Belardi						—						$	—					63,726			(1)			$	2,997,034
William J. Wheeler						—						$	—					26,002			(2)			$	1,222,874
Grant Kvalheim						—						$	—					15,945			(2)			$	749,893
Martin P. Klein						—						$	—					18,055			(2)			$	849,127
John L. Golden						—						$	—					7,655			(2)			$	360,015
John M. Rhodes						—						$	—					37,409			(3)			$	1,632,386

(1)Comprised of (1) RSUs and (2) restricted share awards issued as part of annual incentive awards in each of 2018 and 2019, all of which vested on January 1, 2020 with a market value of $47.03 per share.

(2)Comprised of RSUs, which vested on January 1, 2020 with a market value of $47.03 per share.

(3)Comprised of RSUs and RSAs, a portion of which vested on January 1, 2020 with a market value of $47.03 per share and a portion of which vested on December 28, 2020 as a result of Mr. Rhodes’separation from the Company, with a market value of $42.38 per share.

(4)As part of the Class M Exchange, on February 28, 2020, all outstanding unvested Class M common shares were accelerated, and all outstanding Class M common shares were then exchanged for Class A common shares and warrants to purchase Class A common shares, as described above. For the avoidance of doubt, this table does not include any vesting of Class M common shares or the exchange of Class M common shares into Class A common shares and warrants to purchase Class A common shares. The number of Class M common shares that vested and the value realized on vesting of Class M common shares for Mr. Kvalheim during 2020 and prior to the Class M Exchange is as follows: 29,333 shares and $412,102. None of the other NEO’s Class M common shares vested in 2020 prior to the Class M Exchange. Please see the “2020 Grants of Plan-Based Awards Table” for the incremental fair value associated with the modification of the Class M share awards in 2020 and the beneficial ownership table in “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS” for information regarding the Class A common shares and related warrants received by each impacted NEO in exchange for their fully vested Class M common shares.

2020 Potential Equity Benefits upon Change in Control and Termination Table(1)

Name						Retirement(2)						Death or Disability						Termination by the Company Without Cause or by the NEO for Good Reason						Termination by the Company Without Cause or by the NEO for Good Reason within 18 months following  a Change in Control						Change in Control
James R. Belardi						$	2,330,984					$	5,944,434					$	—					$	5,944,434					$	—
William J. Wheeler						$	—					$	3,442,788					$	—					$	3,442,788					$	—
Grant Kvalheim						$	1,227,678					$	2,791,327					$	—					$	2,791,327					$	—
Martin P. Klein						$	1,270,847					$	2,802,848					$	—					$	2,802,848					$	—
John L. Golden						$	—					$	1,416,153					$	—					$	1,416,153					$	—
John M. Rhodes(3)						$	—					$	1,157,101					$	—					$	—					$	—