EQH-C Equitable Holdings Inc

EQUITABLE HOLDINGS 2023 Proxy Statement and Notice of Annual Meeting of Stockholders

LETTER FROM OUR INDEPENDENT CHAIR

Dear Fellow Stockholder:

In 2022, the Board of Directors was pleased to have continued in its work to oversee the execution of Company strategy and the creation of value for stockholders and stakeholders with the delivery of solid results despite the challenges posed by turbulent markets. The Board, in its oversight of the Company’s financial and business strategies, supported in 2022 the return of $1.3 billion to stockholders,¹ the achievement of the Company’s investment income target of $180 million as of year-end, ahead of schedule, and the completion of a strategic reinsurance transaction with Global Atlantic and of the acquisition of CarVal Investors. As a Board, our work also focused on the Company’s governance profile, the composition of the Board, and oversight of our ESG strategy as discussed below.

Governance. In 2022, the Board of Directors built upon the Company’s strong corporate governance foundation. At the 2022 annual meeting of stockholders, stockholders approved the Board’s recommendation to replace super-majority voting requirements with majority voting standards for stockholders to amend certain governance documents. The Board also recently amended our Corporate Governance Guidelines to decrease the number of permitted total public company boards for non-executive directors from five to four.

Board Composition. Also in 2022, after the conclusion of a search facilitated by a recruiting firm, the Board welcomed two new members. Both Arlene Isaacs-Lowe and Craig MacKay bring extensive expertise in executive leadership in financial services to our Board, as well as other public company board experience, and each contributes to the collective diverse background of our Board, which is now comprised of 40% women and 40% people of color. To help clearly communicate the attributes of our directors, this year’s proxy statement includes director skills, experience and diversity matrices.

ESG. Throughout 2022, the Board continued to provide oversight of the Company’s ESG strategy. Our second annual ESG Report, published in March 2023, can be found on the ESG Data Center at https://equitableholdings.com/about-us/Data-disclosures. The ESG Data Center includes ESG information aligned with the Sustainability Accounting Standards Board (SASB) standards and Taskforce on Climate-related Financial Disclosures (TCFD) recommendations, as well as EEO-1 workforce data and other ESG-related information for each of the Company’s franchises – Equitable and AllianceBernstein. In 2022, the ESG Data Center was expanded to include an Equitable Political Engagement Report.

We are pleased to invite you to the fifth annual meeting of stockholders on May 24, 2023. The accompanying proxy statement includes pertinent information about the meeting agenda and voting and virtual attendance instructions. On behalf of the Board of Directors, thank you for your interest in Equitable Holdings.

Sincerely,       Joan Lamm-Tennant Chair of the Board Equitable Holdings, Inc.

April 11, 2023

CERTAIN IMPORTANT TERMS

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Proxy Summary

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Board Skills and Experience

The Board seeks directors who possess a broad range of skills, experience, expertise and perspectives that position the Board to effectively oversee the Company’s strategies and risks. Our directors were carefully selected for their mix of skills and expertise, which align with, and facilitate effective oversight of, the Company’s strategy and significant risks. Our directors possess substantive skills and experience in key areas which are relevant to the Board’s oversight of the Company, including the financial services and insurance industries; senior management; audit and accounting; public company board service; risk management; investments; capital markets; compensation and human resources. The below tables showcase the percentage of our current directors possessing each listed skill and provide an individualized breakdown of director qualifications and skills:

 

		Financial Services Senior managers and board members at major financial services companies, including consumer financial services companies and investment banks				Senior Executive Experiences as CEOs, CFOs, COOs, founders, and major business segment leaders
		Public Company/Corporate Governance Experiences as public company board members both at US and international companies, chairing governance committees, and as senior executives with responsibility for governance functions				Audit/Financial Expertise Expertise in understanding and overseeing financial reporting and controls
		Risk Management Experiences as senior managers and board members overseeing risk management functions				Insurance Professional backgrounds in the insurance industry and knowledge of insurance products
		Finance and Investment Backgrounds in M&A and investment banking, including experience as a senior manager or board member of an investment bank				Legal/Regulatory/Compliance Professional experiences overseeing legal and compliance functions
		HR/Talent Experiences directly overseeing HR for major public companies and oversight of talent development and retention as a public company board member				FinTech/Consumer Experiences Backgrounds in emerging financial technologies, expanding access to financial and insurance products and enhancing the customer experience

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PROPOSAL 1: Election of Directors

PROPOSAL 1: Election of Directors

PROPOSAL 1: Election of Directors

PROPOSAL 1: Election of Directors

PROPOSAL 1: Election of Directors

PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm

PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Audit Committee Pre-Approval Policy

The charter of the Audit Committee requires its pre-approval of all audit and permitted non-audit services provided to the Company by the independent auditor to ensure that the provision of such services does not impair the auditor’s independence. Accordingly, the Audit Committee has adopted the Equitable Holdings, Inc. Audit Committee Pre-Approval of Independent Auditors Services Policy (the “Pre-Approval Policy”) which sets forth pre-approval procedures. Pursuant to the Pre-Approval Policy, the committee will pre-approve the annual audit services and may also pre-approve audit-related, tax and permissible non-audit services that it believes would not impair the independence of the auditor.

The Pre-Approval Policy delegates authority to the Audit Committee of the Board of Directors of AllianceBernstein, which consists entirely of independent directors and for which Director Stonehill serves as Chair, to pre-approve audit and non-audit services provided to AB. In addition, the Pre-Approval Policy delegates authority to the Audit Committee Chair to pre-approve audit and non-audit services provided to the Company where the amounts involved do not exceed $200,000. Each quarter, the specific details and related fees for the audit and non-audit service projects completed in the prior quarter and any pre-approval decisions made pursuant to delegated authority under the Pre-Approval Policy are reported to the Audit Committee.

PROPOSAL 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The primary duties of the Audit Committee are to (i) assist the Board in overseeing (a) the quality and integrity of our financial statements, (b) our systems of internal control over financial reporting, (c) the qualifications, independence and performance of our independent auditor, (d) our accounting, financial and external reporting policies and practices, (e) the performance of our internal audit function and (f) our compliance with legal and regulatory requirements, including without limitation any requirements promulgated by PCAOB and FASB; (ii) prepare the report of the Audit Committee required to be included in our annual proxy statement; and (iii) exercise an oversight function, as contemplated by the Implementation Guide of the National Association of Insurance Commissioners for the Annual Financial Reporting Model Regulation, over the statutory financial reporting (or other accepted financial reporting practice permitted by the applicable regulator) of certain insurance and captive reinsurance company subsidiaries.

The independent auditor is responsible for performing an independent audit of our financial statements and, as required, our internal control over financial reporting, in each case, in accordance with standards established by the PCAOB, and the independent auditor issues a report with respect to the audit. This report includes critical audit matters, which are audit matters that were communicated or required to be communicated to the Audit Committee that (i) relate to accounts or disclosures that are material to our financial statements and that (ii) involve especially challenging, subjective, or complex auditor judgment. The independent auditor must also express an opinion as to the conformity of our financial statements with generally accepted accounting principles and the effectiveness of our internal control over financial reporting. The independent auditor regularly affirms to the Audit Committee that it remains independent from the Company. The Audit Committee regularly meets with the independent auditor, both in general session and in executive session, to discuss our financial reporting processes, internal control over financial reporting, disclosure controls and procedures, required communications to the Audit Committee, the critical audit matters arising from the current period audit of the financial statements, fraud risks and any other matters that the Committee or the independent auditor deem appropriate.

More information on the Audit Committee and its responsibilities is included in the Audit Committee Charter available on our website at https://ir.equitableholdings.com.

In the performance of its oversight function, the Audit Committee has reviewed and discussed our audited consolidated financial statements for fiscal year 2022 with each of management and the independent auditor. The Audit Committee and the independent auditor have also discussed the matters required to be discussed by them under the applicable rules of the PCAOB. Each year management and the audit committee undertake a formal evaluation of the independent auditor and meet with auditor to share ideas on improving the effectiveness and efficiency of the audit process. The Audit Committee also received from our independent auditor those written disclosures and letters required by the applicable rules of the PCAOB, as currently in effect, regarding the firm’s communications with the Audit Committee relating to independence, and it has discussed the independent auditor’s independence and qualifications with the independent auditor.

Based on the review and discussions described in this Audit Committee Report, the Audit Committee recommended to the Board that the audited financial statements for fiscal year 2022 be included in our Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.

Audit Committee

Daniel G. Kaye (Chair)

Arlene Isaacs-Lowe (since April 10, 2023)

Craig MacKay

Kristi A. Matus (until April 10, 2023)

PROPOSAL 3: Advisory Vote on Executive Compensation

Executive Compensation

EXECUTIVE COMPENSATION

Table of Contents

Executive Compensation

2022 Performance Highlights

OUR BUSINESS

We are one of America’s leading financial services companies and our mission is to help our clients secure their financial well-being so they can pursue long and fulfilling lives. We have been steadfast in this purpose since our journey began as The Equitable Life Assurance Society over 160 years ago. In 2022, we reported financial results via four business segments: Individual Retirement, Group Retirement, Investment Management & Research, and Protection Solutions.

2022 PERFORMANCE

In 2022, we delivered strong operating performance across our businesses and continued to consistently return capital to stockholders through economic uncertainty and volatile markets. 2022 financial highlights include:

Executive Compensation

Executive Compensation

Important Note: This Proxy Statement includes certain non-GAAP financial measures which are used as performance measures in our incentive compensation programs, including Non-GAAP Operating Earnings and Non-GAAP Operating Return on Equity. More information on these measures and reconciliations to the most comparable U.S. GAAP measures can be found in Appendix A.

Executive Compensation

2022 Executive Compensation Highlights

The overriding goal of the EQH Compensation Program continues to be to attract, retain and motivate top-performing executives dedicated to our long-term financial and operational success.

Executive Summary

No material changes to overall program design. Given the 95.7% level of support received from stockholders in 2022 for our existing program, as well as to ensure consistency in our practices, we did not make any material changes to the EQH Compensation Program design for 2022; a specific change to a performance metric in the STIC Program is described directly below. Our program continued to include a carefully chosen mix of fixed and at-risk components intended to reward long-term value creation, ensure alignment with our long-term financial success and facilitate the attraction, motivation and retention of top talent, as shown under “Program Components.”

Replaced Premiums, Net Flows and AB Net Revenues metric of our Short-Term Incentive Compensation Program (“STIC Program”) (weighted at 25%) with Value of New Business (“VNB”) (also weighted at 25%) to further focus the business on value-based management. Our STIC Program drives short-term (one-year) performance for participants in the EQH Compensation Program. The current program was established beginning with the 2018 performance year and is reviewed on an annual basis to ensure the program design is effective and in line with current public company market standards. For the 2022 STIC Program, we replaced Premiums, Net Flows and AB Net Revenues with VNB, which represents the present value of future cash flows from new business sold, to further focus the business on value-based management. This change helps to reinforce our prioritization of this measure in insurance product management and insurance value creation and helps balance other STIC measures (i.e., non-GAAP Operating Earnings) which largely reflect inforce management (including general account optimization and expense productivity). We did not make any changes to the current metric weightings (i.e., non- GAAP Operating Earnings (50%), VNB (25%) and strategic objectives (25%)) for the 2022 STIC Program. For more information on the new VNB metric, see page 12 under “Performance Objectives.”

Continued focus on pay for performance. The total direct compensation for participants in the EQH Compensation Program continued to align with our pay-for-performance culture in 2022 by basing a substantial majority of a participant’s compensation on the success of the Company as well as an assessment of the participant’s overall contribution to that success. Total direct compensation consisted of a mix of fixed (base salary) and variable (annual cash incentive and equity-based awards) components as shown in “2022 Total Direct Compensation.”

Continued balance of equity vehicles with expansion of the Total Shareholder Return (“TSR”) peer group for 2022. During 2022, annual equity-based awards under the EQH Compensation Program continued to consist of a mix of equity vehicles with a combination of time-based and performance vesting. As in 2021, equity grants consisted of Performance Shares based on TSR (60%) and Restricted Stock Units (“RSUs”) (40%). The TSR peer group was updated for the 2022 grants to reflect the removal of one peer company (AIG) and include the addition of three new peer companies, namely CNO Financial Group, Inc., Manulife Financial Corporation and Unum Group.

Continued focus on corporate governance. We continued to follow good corporate governance practices for 2022 as shown in “Corporate Governance Practices.”

Executive Compensation

2022 Total Direct Compensation

The following charts reflect the pay mix for our CEO and the average pay mix for the other participants in the 2022 EQH Compensation Program.

As President and Chief Executive Officer of Holdings, Mr. Pearson is responsible for the business strategy and operations of the entire Company. The other 2022 Named Executive Officers assist him in his oversight of the Company as members of the Holdings Management Committee (the “Management Committee”). In addition to their responsibilities as members of the Management Committee, Messrs. Raju, Hurd and Lane are responsible for day-to-day management of various functions for our retirement and protection businesses as executives of Equitable Financial while Mr. Bernstein is responsible for day-to-day management of our publicly traded investment management and research (“IM&R”) business as the Chief Executive Officer of AB.

Messrs. Pearson, Raju, Hurd and Lane participate in the EQH Compensation Program (collectively, the “EQH Program Participants”). Since AB has historically maintained its own plans and programs as a publicly-traded company, Mr. Bernstein participates in AB’s executive compensation program rather than the EQH Compensation Program. Mr. Bernstein also received an equity grant under the EQH 2022 Equity Program in connection with his membership on the EQH Management Committee. Executive compensation is overseen by the AB Board and AB Compensation Committee as further described below.

EQH COMPENSATION PROGRAM

Compensation Philosophy

The overriding goal of the EQH Compensation Program is to attract, retain and motivate top-performing executives dedicated to our long-term financial and operational success. To achieve this goal, the program incorporates metrics to measure our success and fosters a pay-for-performance culture by:

Compensation Decision-Making Process

Roles and Responsibilities

The Compensation Committee is responsible for general oversight of our compensation programs and is further responsible for discharging the Board’s responsibilities relating to compensation of our executives including:

Executive Compensation

The Compensation Committee is supported in its work by the Chief Executive Officer, our Human Resources Department and Pay Governance LLC (“Pay Governance”), the Compensation Committee’s independent compensation consultant. Other than the Chief Executive Officer, no Named Executive Officer plays a decision-making role in determining the compensation of any other Named Executive Officer. Mr. Hurd plays an administrative role as described in the table below.

Compensation Peer Group

We view a well-constructed peer group as a key part of a sound benchmarking process, but only a starting point since judgment is critical during both the benchmarking and compensation decision-making processes. Accordingly, the Compensation Committee used compensation data from the Compensation Peer Group listed below to help inform – but not determine – decisions related to the 2022 base salaries and targets of the EQH Program Participants.

The Compensation Peer Group was originally established based on objective factors such as industry, geography and assets, management’s view of our competitors for talent and business and a review of the peer groups used by others in our sector. The Compensation Committee reviews the Compensation Peer Group in September of each year. During its September 2021 review, the Compensation Committee made no changes to the Compensation Peer Group.

Executive Compensation

Competitive Compensation Analysis

In November 2021, Pay Governance presented the Compensation Committee with a competitive compensation analysis for each of the EQH Program Participants (the “Pay Governance Compensation Analysis”). The Pay Governance Compensation Analysis was undertaken in accordance with our target pay philosophy:

Consistent with our target pay philosophy, the base salaries, annual cash incentive awards and equity-based awards of our executives are targeted at the median with respect to those of comparable positions at our peers, unless individual factors require otherwise. For example, an executive’s experience and tenure may warrant a lower initial amount with an adjustment to the median over time. Base salaries and cash incentive and equity-based award targets are reviewed each year.

The Pay Governance Compensation Analysis focused on the components of direct compensation.

Pay Governance measured and compared actual pay levels not only on a total direct compensation basis but also by component to review and compare specific compensation elements as well as the particular mix of fixed versus variable, short-term versus long-term and cash versus equity-based compensation at the peer companies.

Compensation Arrangements

Mr. Pearson is the only EQH Program Participant with an employment agreement. Mr. Pearson’s employment agreement was amended in February 2023 to remove provisions that provided for the (i) automatic expiration of the employment agreement at age 65, as well as (ii) mandatory retirement of Mr. Pearson at age 65. As amended, the employment agreement will continue until terminated by Mr. Pearson or the Company on 30 days’ prior written notice.

Base Salary

None of the EQH Program Participants other than Mr. Pearson is entitled to a minimum rate of base salary. Under Mr. Pearson’s employment agreement, he is entitled to a minimum rate of base salary of $1,225,000 per year, except that his rate of base salary may be decreased in the case of across-the-board salary reductions similarly affecting all Equitable Financial officers who are members of the Management Committee.

The Compensation Committee reviewed the base salaries of the EQH Program Participants in February 2022, taking into consideration the Pay Governance Compensation Analysis and input from management. Based on the foregoing, the Compensation Committee approved a base salary increase of $100,000 for Mr. Raju. No other adjustments were made to the base salaries of other EQH Program Participants. The following table shows the annual rate of base salary of the EQH Program Participants:

The base salaries earned by the EQH Program Participants in 2022, 2021 and 2020 are reported in the “Summary Compensation Table” included below.

Short-Term Incentive Compensation

Variable cash incentive awards are generally available for the EQH Program Participants under the Equitable Holdings, Inc. Short-Term Incentive Compensation Plan (the “STIC Plan”). The STIC Plan is an ongoing “umbrella” plan that allows the Compensation Committee or Board to establish annual programs setting forth performance goals and other terms and conditions applicable to cash incentive awards for employees (each, a “STIC Program”).

Executive Compensation

The EQH Program Participants were all eligible for awards under the 2022 STIC Program. The amount of an EQH Program Participant’s individual award under the 2022 STIC Program was determined by multiplying their 2022 STIC Program award target (the “STIC Target”) by a funding percentage (the “Final Funding Percentage”) and by their “Individual Assessment Percentage” as further described below. The calculation is as follows, subject to a maximum award of 200% of an executive’s STIC Target:

This section describes each element of the award calculation.

STIC Targets

The Compensation Committee reviewed the STIC Targets of the EQH Program Participants in February 2022, taking into consideration the Pay Governance Compensation Analysis and input from management, and made adjustments to the targets for Messrs. Pearson, Raju and Lane to ensure they were competitive with median market rates. The following table shows the 2022 STIC Targets of the EQH Program Participants:

We generally do not provide guaranteed annual incentive awards for any executives, except for certain limited guarantees for new hires. No EQH Program Participants were guaranteed a cash incentive award under the 2022 STIC Program.

Final Funding Percentage

Performance Objectives

A preliminary funding percentage (the “Initial Funding Percentage”) for each STIC Program is determined by measuring corporate performance with respect to certain financial and other performance objectives reflecting our key performance indicators. Several key performance objectives are chosen to incent performance across a range of activities and balance different types of metrics.

Based on its review of the 2021 STIC Program in February 2022, the Compensation Committee elected to replace Premiums, Net Flows and AB Net Revenues¹² with VNB¹³ as one of the performance objectives. Otherwise, the Compensation Committee elected to retain the other two performance objectives (i.e., non-GAAP Operating Earnings and Strategic Initiatives), as well as to retain the same overall relative weightings for the 2022 STIC Program. Recognizing that the performance objectives and their weightings for each STIC Program are determined based on our strategy and focus at the time of the program’s design, the change to VNB for the 2022 STIC Program helps reinforce our desire to orient the business to value-based management. As is the case for 2022, performance objectives and their weightings may vary in future years as different metrics become more relevant.

The 2022 STIC Program performance objectives and their relative weightings were as follows:

Calculation of Initial Funding Percentage

The Initial Funding Percentage was determined based on corporate performance with respect to targets approved by the Compensation Committee for each performance objective. For Non-GAAP Operating Earnings and Value of New Business, the targets were numerical. For each Strategic Initiative, the target was set as the accomplishment of the 2022 goal for that initiative. Once set, the targets for each performance objective are not permitted to change during the course of the year except for exceptional circumstances as determined by the Compensation Committee.

Performance at target for a performance objective result in a contribution to the Initial Funding Percentage equal to that performance objective’s weighting. Accordingly, performance at target for all of the performance objectives would result in an Initial Funding Percentage of 100%. Performance below target for a performance objective results in a decreased contribution to the Initial Funding Percentage down to a minimum of 0%. Performance above target for a performance objective result in an increased contribution to the Initial Funding Percentage up to a maximum of twice the performance objective’s weighting. Accordingly, the Initial Funding Percentage could range from 0% to 200%.

The Non-GAAP Operating Earnings and VNB performance objectives were also assigned threshold and maximum achievement levels that were approved by the Compensation Committee. The threshold and maximum goals for the Non-GAAP Operating Earnings performance objective were set at +/- 20% of target while the threshold and maximum goals for the VNB performance objective were set at +/- 15% of target. Performance at the maximum or higher for a performance objective result in that performance objective’s maximum contribution to the Initial Funding Percentage. Performance below threshold results in no contribution to the Initial Funding Percentage by the performance objective.

The Strategic Initiatives’ performance objective was not assigned specific thresholds or maximums. Rather, its contribution to the Initial Funding Percentage (which could range from 0% to 50% as described above) was determined by Mr. Pearson’s qualitative assessment of performance with respect to each goal, subject to amendment or approval by the Compensation Committee.

Executive Compensation

The Initial Funding Percentage of the annual incentive was 80% of target (i.e., VNB achievement (50%) + Strategic Initiatives achievement (30%)). The following table presents the target and actual results for each of the performance objectives, along with their thresholds, maximums, relative weightings and ultimate contribution to the Initial Funding Percentage. All amounts listed for thresholds, maximums, target and actual results are in millions of U.S. dollars.

Mr. Pearson determined that the Strategic Initiatives performance objective’s contribution to the Initial Funding Percentage would be 30%, with some goals being evaluated as above target. Mr. Pearson noted, among other items, that:

Determination of Final Funding Percentage

Once the Initial Funding Percentage was calculated as described above, it was reviewed by the Compensation Committee which had responsibility for determining the Final Funding Percentage. In making its determination, the Compensation Committee had discretion to increase the Initial Funding Percentage by up to twenty percentage points and unlimited discretion to decrease the percentage based on any relevant circumstances determined by the Committee, provided that it could not increase the Initial Funding Percentage above the maximum of 200%.

Upon the recommendation of management, the Compensation Committee did not adjust the Initial Funding Percentage for the 2022 STIC Program, so the Final Funding Percentage remained below target at 80%.

Executive Compensation

Individual Assessment Percentage and Approval of Awards

An EQH Program Participant’s Individual Assessment Percentage is based on his individual performance and demonstrated leadership behaviors and can range from 0% to 130%. The Compensation Committee reviewed the 2022 performance of each EQH Program Participant as well as Mr. Pearson’s recommendations for each EQH Program Participant’s Individual Assessment Percentage (other than for himself) and 2022 STIC Program award. Based on its assessment of each EQH Program Participant’s performance, the Compensation Committee approved the amount of the 2022 STIC Program awards for each EQH Program Participant.

In making its recommendations, the Compensation Committee took into account the factors that it deemed relevant, including the following accomplishments achieved in 2022 by the EQH Program Participants.

Mr. Lane’s 2022 STIC Program Award was 88% of target, representing a Final Funding Percentage of 80% and an Individual Assessment Percentage of 110%, based on his role in driving sales and new business in 2022.

Executive Compensation

The annual cash incentive awards and bonuses earned by the EQH Program Participants in 2022, 2021 and 2020 are reported in the “Summary Compensation Table” included below.

Equity-Based Awards

In 2022, the Compensation Committee granted equity-based awards to the EQH Program Participants under the Equitable Holdings, Inc. 2019 Omnibus Incentive Plan (the “2019 Equity Plan”). The 2019 Equity Plan is an umbrella plan that allows the Compensation Committee to approve the grant of equity-based awards under annual programs with varying terms and conditions.

The Compensation Committee approves annual grants of equity-based awards at its regularly scheduled February meeting. Equity-based awards may also be granted from time to time as part of a sign-on package or retention vehicle. The Compensation Committee has not delegated any authority to management to grant equity-based awards.

This section describes:

2022 Annual Equity-Based Awards

Each year, the Compensation Committee approves an equity-based award program for the EQH Program Participants (an “Equity Program”). In February 2022, the Compensation Committee reviewed the equity vehicles granted under the 2019 Equity Program and their related terms and conditions and elected to keep them the same for the 2022 Equity Program.

Equity Vehicles

The equity-based awards granted under the 2022 Equity Program consisted of a mix of “full value” restricted stock units and Performance Shares. All vehicles contain vesting requirements related to service and the Performance Shares also require the satisfaction of certain performance criteria related to corporate performance to obtain a payout. This mix of equity vehicles was chosen to ensure alignment with corporate performance while facilitating the ability to retain, motivate and reward the executives in the event of changes in the business environment or cycle.

The dollar value of the awards to each EQH Program Participant was approved by the Compensation Committee. This dollar value was then allocated between the different equity vehicles. Performance Shares received the highest allocation in accordance with our pay-for-performance culture. All individual equity grants were approved by the Compensation Committee at its regularly scheduled meeting on February 15, 2022, with a grant date of February 16, 2022. The following table provides an overview of the different equity vehicles.

Executive Compensation

EQH RSUs. EQH RSUs have a vesting schedule of three years, with one-third of the grant vesting on each of February 28, 2023, February 28, 2024, and February 28, 2025. EQH RSUs receive dividend equivalents with the same vesting schedule as their related units. The value of EQH RSUs will increase or decrease depending on the price of Holdings’ common stock.

EQH Performance Shares. EQH Performance Shares cliff vest after three years on February 28, 2025. EQH Performance Shares receive dividend equivalents subject to the same vesting schedule and performance conditions as their related shares and were granted unearned. Only TSR Performance Shares were granted in 2022. These are EQH Performance Shares that may be earned based on Holdings’ total stockholder return relative to its performance peer group (“Relative TSR”).

Relative TSR was chosen as the performance metric for the EQH Performance Shares because it is important to our stockholders and represents the degree to which we create value for investors relative to peers. When approving this performance metric, the Compensation Committee considered that, as a best practice, the Performance Shares should contain metrics that differ from the performance objectives contained in the STIC Program and that reflects relative results that support our pay for performance culture. The use of relative TSR as our performance metric ensures that TSR outperformance versus peers is rewarded while TSR underperformance versus peers can be accounted for with potential below-target payouts.

TSR Performance Shares. The number of TSR Performance Shares that are earned will be determined at the end of a performance period (January 1, 2022 – December 31, 2024) by multiplying the number of unearned TSR Performance Shares by the “TSR Performance Factor.” The TSR Performance Factor will be determined as follows:

Executive Compensation

The Compensation Committee reviewed the peer group used for determining Relative TSR (the “TSR Peer Group”) under the 2019 Equity Program with Pay Governance and determined to remove AIG from the peer group (due to the likelihood of a spin-off of AIG’s life business prior to the conclusion of the performance period) and add three new companies to the peer group (based on their close correlation to EQH in terms of stock price fluctuation and in order to ensure that peer group size remains sufficiently robust) for purposes of the 2022 TSR Performance Share grants, namely CNO Financial Group, Inc., Manulife Financial Corporation and Unum Group. The 2022 TSR Peer Group includes:

Equity Targets

The Compensation Committee reviewed the Equity Targets of the EQH Program Participants in February 2022, taking into consideration the Pay Governance Compensation Analysis and input from management. Based on the Pay Governance Compensation Analysis and/or recommendations by the Compensation Committee, an adjustment was made to the Equity Targets for each EQH Program Participant to better align with equity compensation levels of our peer companies and in an effort to recognize performance of each EQH Program Participant in their respective roles over time. The following table shows the Equity Targets of the EQH Program Participants for 2022:

We do not provide guaranteed equity-based awards for any employees, except for certain limited guarantees for new hires. No EQH Program Participant was guaranteed an award under the 2022 Equity Program.

Award Amounts

Each EQH Program Participant received an award under the 2022 Equity Program. The Compensation Committee determined the U.S. dollar value of each award based on the EQH Program Participants’ Equity Targets, its review of each executive’s potential future contributions, its consideration of the importance of retaining the executive in their current position and its review of the Pay Governance Compensation Analysis. For Messrs. Raju, Hurd and Lane, the Compensation Committee determined to take a phased-in approach to the adjustments for each of their Equity Targets for their 2022 awards, with the intention of reaching the full Equity Target grant amounts for Messrs. Raju, Hurd and Lane in 2023.

The amounts granted to the EQH Program Participants were as follows:

Termination of Employment and Restrictive Covenants

Generally, if an EQH Program Participant terminates employment, his 2022 equity-based award will be forfeited with certain exceptions in the case of involuntary termination without cause on or after the first anniversary of the grant date and termination due to death or disability. Also, in the event that an EQH Program Participant who satisfies the Rule of 65 (i.e., (i) age plus years of service equals at least 65; (ii) is at least 55 years old; and (iii) has at least five years of service) terminates employment on or after the first anniversary of the grant date, his equity-based award will continue to vest, subject to any applicable performance criteria.

In the event that an EQH Program Participant who retains all or a portion of his equity-based award following termination of employment violates certain non-competition and non-solicitation covenants contained in his award agreement, any remaining portion of his award at the time of violation will be immediately forfeited. Also, any portion of his award that vested after termination, and any shares or cash issued upon exercise or settlement of that vested portion, will be immediately forfeited or paid to the Company together with all gains earned or accrued. Lastly, an additional clawback provision in the 2022 equity-based awards provides for the clawback of any shares or cash issued upon exercise or settlement of an award that vested within a 12-month period prior to his termination date, if he was found to be in violation of the non-solicitation (i.e., of employees and customers) provision in his award agreement.

Detailed information on the 2022 Equity Program awards for each of the EQH Program Participants is reported in the “2022 Grants of Plan-Based Awards Table” included below.

2021 AXA Equity-Based Award Payouts

In 2022, Mr. Lane received a payout under the 2018 AXA International Performance Shares Plan (the “2018 AXA Performance Shares Plan”) in connection with the services performed for AXA Japan. Under the 2018 AXA Performance Shares Plan, AXA Performance Shares granted to a participant had a cliff vesting schedule of four years.

The number of AXA Performance Shares earned was determined at the end of a three-year performance period starting on January 1, 2018, and ending on December 31, 2020, by multiplying the number of AXA Performance Shares granted by a performance percentage. For Mr. Lane, this percentage was 92.8% and was determined based on the performance of AXA Group and AXA Life Japan because he served as the Chief Executive Officer of AXA Life Japan during the performance period.

Executive Compensation

The payouts of 2018 AXA Performance Shares in 2022 did not impact any compensation decisions made for 2022. Detailed information on the payouts is reported in the “2022 Option Exercises and Stock Vested Table” included below.

2020 EQH Equity-Based Award Results

In February 2023, participants in the EQH Compensation Program received payouts with respect to Performance Shares granted in February 2020 for the three-year performance period ended December 31, 2022. Two types of Performance Shares were granted:

The performance factor for the ROE Performance Shares was 108.4%, calculated as follows:

The performance factor for the TSR Performance Shares was 125.9%, calculated as follows:

Since the Company’s TSR for the performance period of 30.6% fell between the 50^th and 87.5th percentile for the peer group, the corresponding performance factor was 125.9%.

Executive Compensation

Other Compensation and Benefit Programs

Benefit Plans

All Equitable Financial employees, including the EQH Program Participants, are offered a benefits program that includes health and disability coverage, life insurance and various deferred compensation and retirement benefits. In addition, certain benefit programs are offered for executives that are not available to non-executive employees. The overall program is periodically reviewed to ensure that the benefits it provides continue to serve business objectives and remain cost-effective and competitive with the programs offered by large diversified financial services companies.

For additional information on 401(k) Plan benefits and excess 401(k) contributions for the Named Executive Officers see the “Summary Compensation Table” and “Non-Qualified Deferred Compensation Table” included below. For additional information on Retirement Plan, Excess Plan and ESB Plan benefits for the EQH Program Participants, see the “Pension Benefits Table” included below.

Perquisites

EQH Program Participants receive only de minimis perquisites.

Pursuant to his employment agreement, Mr. Pearson is entitled to unlimited personal use of a car and driver, financial planning, expatriate tax services and excess liability insurance coverage.

Executive Compensation

The incremental costs of perquisites for the EQH Program Participants during 2022 are included in the column entitled “All Other Compensation” in the “Summary Compensation Table” included below.

Executive Compensation

For additional information on severance and change in control benefits for the EQH Program Participants as of December 31, 2022, see “Potential Payments Upon Termination or Change in Control” below.

MR. BERNSTEIN’S COMPENSATION

Compensation Philosophy

AB structures its executive compensation practices to help the firm realize its long-term growth strategy (the “Growth Strategy”), which includes firm-wide initiatives to:

AB is also focused on ensuring that its compensation practices are competitive with those of industry peers and provide sufficient potential for wealth creation for its executives and employees generally, which it believes will enable it to meet the following key compensation goals:

AB continued to use performance scorecards for senior leaders and executives in 2022, including Mr. Bernstein, which fosters the development and maintenance of a broad leadership mindset with priorities that are aligned with AB’s firm-wide goal of long-term value creation for all stakeholders. The scorecard for each executive reflects the Growth Strategy and includes actual results relative to target metrics across the following measures:

The performance scorecards support management and the AB Compensation Committee in assessing Mr. Bernstein’s performance relative to business, operational and cultural goals established at the beginning of the year and reviewed in the context of AB’s current year financial performance.

Executive Compensation

Compensation Decision-Making Process

In 2022, AB management engaged McLagan Partners (“McLagan”) to provide competitive compensation benchmarking data for Mr. Bernstein (“2022 Benchmarking Data”). The 2022 Benchmarking Data summarized 2021 compensation levels and 2022 salaries at selected asset management companies comparable to AB in terms of size and business mix (“Comparable Companies”) that were chosen by AB management with input from McLagan. The 2022 Benchmarking Data provided ranges of compensation levels at the Comparable Companies for positions similar to Mr. Bernstein’s, including base salary and total compensation.

The 2022 Benchmarking Data indicated that the total compensation paid to Mr. Bernstein in 2022 fell within the ranges of total compensation paid to those in similar positions at the Comparable Companies.

The AB Compensation Committee considered the 2022 Benchmarking Data in concluding that Mr. Bernstein’s 2022 compensation was appropriate and reasonable.

Compensation Components

Under his employment agreement with AB (the “Bernstein Employment Agreement”), Mr. Bernstein serves as the President and Chief Executive Officer of AB for an initial term that commenced on May 1, 2017 and ended on May 1, 2020, provided that the term automatically extended for one additional year on May 1, 2020 and will continue to automatically extend on each anniversary thereafter (beginning May 1, 2021), unless the Bernstein Employment Agreement is terminated in accordance with its terms.

Base Salary

Under the Bernstein Employment Agreement, Mr. Bernstein is entitled to a minimum base salary of $500,000 that is reviewed each year by the AB Compensation Committee. The AB Compensation Committee has not made any adjustments to Mr. Bernstein’s base salary, consistent with AB’s policy to keep executive base salaries low in relation to their total compensation.

Annual Short-Term Incentive Compensation Award (Cash Bonus)

A 2022 variable cash incentive award was available for Mr. Bernstein under AB’s 2022 Incentive Compensation Program (the “2022 AB STIC Program”). Mr. Bernstein’s annual award is not correlated with any specific targets for AB performance but primarily is a function of AB’s financial performance and progress in advancing its Growth Strategy during the year, as well as the AB Compensation Committee’s assessment of Mr. Bernstein’s individual performance.

Executive Compensation

Adjusted Compensation Ratio

For the 2022 AB STIC Program, the AB Compensation Committee approved the use of the “Adjusted Compensation Ratio” as the metric to consider in determining the total amount of incentive compensation paid to all of AB’s employees, including Mr. Bernstein.¹⁴ The Adjusted Compensation Ratio is the ratio of “adjusted employee compensation and benefits expense” to “adjusted net revenues.”

The AB Compensation Committee has approved a 50% limit for the Adjusted Compensation Ratio, except in unexpected or unusual circumstances. For 2022, the Adjusted Compensation Ratio was 48.4%.

Mr. Bernstein’s Award

In accordance with the terms of the Bernstein Employment Agreement, Mr. Bernstein’s short-term incentive compensation target for 2022 was $3,000,000, subject to review and increase from time to time by the AB Compensation Committee in its sole discretion. Based on its subjective determination of Mr. Bernstein’s performance, the AB Compensation Committee approved an award of $4,925,000 for Mr. Bernstein under the 2022 AB STIC Program.

In making its determination, the AB Compensation Committee considered the progress AB made in advancing its Growth Strategy, Mr. Bernstein’s performance in light of the target metrics included in his performance scorecard and Mr. Bernstein’s individual achievements during 2022.

Executive Compensation

Equity-Based Awards

Under the Bernstein Employment Agreement, Mr. Bernstein is eligible to receive annual equity-based awards in accordance with AB’s compensation practices and policies generally applicable to the firm’s executive officers as in effect from time to time. The target value for Mr. Bernstein’s annual equity-based awards is $3,500,000, subject to review and determination by the AB Compensation Committee in its sole discretion from time to time. The AB Compensation Committee approved an equity-based award to Mr. Bernstein with a grant date fair value equal to $4,575,000 and three-year pro-rata vesting during its regular meeting held in December 2022 (the “2022 SB Award”).

The 2022 SB Award is denominated in restricted AB Holding Units to align Mr. Bernstein’s long-term interests directly with the interests of AB Unitholders and indirectly with the interests of our stockholders and AB clients, as strong performance for AB clients generally contributes directly to increases in AB’s assets under management and improvements in our financial performance.

The AB Holding Units underlying the 2022 SB Award are restricted and are not permitted to be transferred by Mr. Bernstein. Quarterly cash distributions on vested and unvested restricted AB Holding Units in respect of the 2022 SB Award will be delivered to Mr. Bernstein when cash distributions generally are paid to all Unitholders.

If Mr. Bernstein resigns or is terminated without cause prior to the vesting date, he will be eligible to continue to vest in the 2022 SB Award, subject to compliance with the restrictive covenants set forth in the applicable award agreement, including restrictions on competition and solicitation of employees and clients. The 2022 SB Award will immediately vest upon a termination due to death or disability. AB is permitted to clawback the unvested portion of an award if Mr. Bernstein fails to adhere to risk management policies.

Other Compensation and Benefits

Under the Bernstein Employment Agreement, Mr. Bernstein is eligible to participate in all benefit plans available to AB executive officers and, for his safety and accessibility, a company car and driver for business and personal use.

Mr. Bernstein participates in the Profit Sharing Plan for Employees of AB (as amended and restated as of January 1, 2015, and as further amended as of January 1, 2017, again as of April 1, 2018, and again as of June 28, 2022, the “Profit Sharing Plan”), a tax-qualified defined contribution retirement plan. The AB Compensation Committee determines the amount of company contributions (both the level of annual matching by the firm of an employee’s pre-tax salary deferral contributions and any annual company profit sharing contribution).

With respect to 2022, the AB Compensation Committee determined that employee deferral contributions would be matched on a dollar-for-dollar basis up to 5% of eligible compensation and that there would be no profit-sharing contribution.

AB also pays the premiums associated with a life insurance policy purchased on behalf of Mr. Bernstein and a stipend to help cover the cost of a mobile phone.

Termination Benefits

The Bernstein Employment Agreement provides for certain severance and change in control benefits as described below. In April 2017, the AB Board, AXA and Holdings determined that these provisions were reasonable and appropriate because they were necessary to recruit and retain Mr. Bernstein and provide Mr. Bernstein with effective incentives for future performance. They further concluded that the provisions fit within AB’s overall compensation objectives because they:

Executive Compensation

Severance Benefits

The Bernstein Employment Agreement provides that, if Mr. Bernstein’s employment is terminated without “cause” or he resigns for “good reason,” and he signs and does not revoke a waiver and release of claims, he will receive the following severance benefits:

Change in Control Benefits

The Bernstein Employment Agreement provides that, if Mr. Bernstein’s employment is terminated without “cause” or he resigns for “good reason” during the 12 months following a “change in control” in AB, and he signs and does not revoke a waiver and release of claims, he will receive the same severance benefits as described above, except that his cash payment will be equal to two times the sum of (a) his current base salary and (b) his bonus opportunity amount.

In the event any payments made to Mr. Bernstein upon a change in control of AB constitute “golden parachute payments” within the meaning of Section 280G of the Internal Revenue Code and would be subject to an excise tax imposed by Section 4999 of the Internal Revenue Code, such payments will be reduced to the maximum amount that does not result in the imposition of such excise tax, but only if such reduction results in Mr. Bernstein receiving a higher net-after tax amount than he would receive absent such reduction.

For purposes of the Bernstein Employment Agreement, a change in control is defined as, among other things, Holdings and its majority-owned subsidiaries ceasing to control the election of a majority of the AB Board.

For additional information on severance and change in control benefits for Mr. Bernstein as of December 31, 2022, see “Potential Payments Upon Termination or Change in Control” below.

Restrictive Covenants

Under the Bernstein Employment Agreement, following his termination of employment for any reason, Mr. Bernstein is subject to covenants with respect to non-competition for six months and non-solicitation of customers and employees for twelve months following termination.

2022 Equity Program Award

In addition to his compensation under AB’s executive compensation program, Holdings granted to Mr. Bernstein, in connection with his membership on the EQH Management Committee, a total equity award of $1,000,062 under the 2022 Equity Program, which was comprised of the following:

Executive Compensation

COMPENSATION-RELATED POLICIES

Clawbacks

Our clawback and forfeiture policy provides that:

For this purpose, an “executive officer” includes any officer of Holdings for purposes of Section 16 of the Exchange Act. Currently, this includes the members of the Management Committee and the Chief Accounting Officer.

The Company expects to update its clawback and forfeiture policy as may be necessary to comply with New York Stock Exchange listing standards to be issued in connection with new rules promulgated by the SEC under the Dodd-Frank Act.

For purposes of determining whether the guidelines are met, the following are taken into account:

The executives are required to retain 75% of any Company Stock (after the payment of withholding taxes) received as compensation unless the applicable requirement is met.

Hedging and Pledging

Holdings believes that, when an individual who owns Company securities engages in certain forms of hedging or monetization transactions, he or she may no longer have the same objectives as other holders of the Company securities. Accordingly, all Company employees and directors are prohibited from engaging in hedging or similar transactions with respect to Company securities that would allow them to continue to own the securities without the full risks and rewards of ownership. This includes transactions such as zero-cost collars and forward sale contracts that could allow them to lock in much of the value of their holdings in exchange for all or part of the potential for upside appreciation in the securities.

Company employees and directors are further prohibited from pledging Company securities as collateral for a loan (whether in a margin account or otherwise).

Executive Compensation

Rule 10b5-1 Trading Plan Policy

Holdings’ insider trading policy provides that our insiders may trade in Company securities during periods in which they would otherwise be restricted from doing so under the policy due to the possession of material non-public information or otherwise if they enter into a pre-established written trading plan in accordance with Rule 10b5-1 enacted by the SEC, as may be amended from time to time.

ACCOUNTING AND TAX CONSIDERATIONS

Internal Revenue Code Section 162(m) (“Section 162(m)”) limits tax deductions relating to executive compensation of certain executives of publicly held companies. Holdings is deemed to constitute a publicly held company for purposes of Section 162(m). Accordingly, the Compensation Committee may consider the deductibility of executive compensation under Section 162(m) when making compensation decisions. However, the Compensation Committee will authorize compensation payments that are not deductible for federal income tax purposes when the committee believes that such payments are appropriate to attract, retain and incent executive talent.

Internal Revenue Code Section 409A (“Section 409A”) imposes stringent requirements that covered non-qualified deferred compensation arrangements must meet to avoid the imposition of additional taxes, including a 20% additional income tax, on the amounts deferred under the arrangements. The Company’s non-qualified deferred compensation arrangements that are subject to Section 409A are designed to comply with the requirements of Section 409A to avoid additional income taxes.

Accounting and other tax impacts not discussed above are also considered in the design of short-term incentive compensation and equity-based award programs.

CONSIDERATION OF MOST RECENT ‘SAY-ON-PAY’ VOTE

Holdings held its fourth “Say-on-Pay” vote in 2022. Our stockholders indicated their strong satisfaction with our executive compensation program through their overwhelming approval of the 2022 Say-on-Pay vote (95.7% of votes in favor) and during our regular investor outreach meetings. The Compensation Committee considered this feedback in reviewing our 2022 executive compensation program and, based on the high level of support for our existing program, did not make many substantial changes for 2022. For a summary of the compensation changes made for 2022, see the “2022 Executive Compensation Highlights” section herein.