Equitable (EQH) PRE 14APreliminary proxy

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.)

Filed by the Registrant  ☒                            Filed by a Party other than the Registrant  ☐

Check the appropriate box:

EQUITABLE HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

LETTER FROM OUR INDEPENDENT CHAIR

Dear Fellow Stockholder:

In 2021, in the midst of the ongoing pandemic, the Equitable Holdings, Inc. Board of Directors provided oversight of excellent financial results, important strategic steps, including the closing of the legacy variable annuity reinsurance transaction, and an enhanced focus on environmental, social and governance (“ESG”) matters at the Company.

The Board of Directors is committed to a strong corporate governance foundation. The Company continues to develop its governance profile since its initial public offering in 2018. For example, this proxy statement includes the submission of a management proposal (Proposal 4 – Approval of amendments to the Company’s Certificate of Incorporation to remove supermajority voting requirements) for shareholder consideration. Proposal 4, if approved by shareholders, would eliminate the supermajority voting standards that apply for stockholders to amend certain governance documents and replace them with the majority voting standard favored by many of our stockholders.

Throughout 2021, the Board continued to provide oversight of the Company’s ESG strategy, culminating in the publication of Equitable’s first ESG Report in December 2021. Along with the ESG Report, the Company launched an ESG Data Center at https://equitableholdings.com/about-us/Data-disclosures which includes ESG information aligned with the Sustainability Accounting Standards Board (SASB) standards and Taskforce on Climate-related Financial Disclosures (TCFD) recommendations, as well as ESG-related information for each of its franchises – Equitable and AllianceBernstein. As one of few independent, female Board Chairs in the Fortune 500, I and the Equitable Holdings Board recognize the importance of diversity across the organization; in 2021, Equitable Holdings published its EEO-1 workforce data to support public company transparency in this important area.

We are pleased to invite you to the fourth annual meeting of stockholders on May 19, 2022. 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.

Preliminary Copy:

In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be advised that Equitable Holdings, Inc. intends to release definitive copies of this Proxy Statement to security holders on or about April [    ], 2022.

[                ,2022]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

On behalf of the Board of Directors (the “Board”), I cordially invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Equitable Holdings, Inc. to be held via the internet through a virtual web conference at www.virtualshareholdermeeting.com/EQH2022, on May 19, 2022, at 8:00 a.m. Eastern Daylight Time.

You will be able to attend the Annual Meeting online, vote your shares electronically and submit questions online during the meeting by logging in to www.virtualshareholdermeeting.com/EQH2022 using the 16-digit control number included in your Notice of Internet Availability of the proxy materials, on your proxy card or on any additional voting instructions accompanying these proxy materials. The process for submitting questions during the Annual Meeting is more fully described in the accompanying Proxy Statement. We recommend that you log in a few minutes before the meeting to ensure you are logged in when the meeting starts. We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment. We believe that the virtual Annual Meeting should enable increased stockholder participation from locations around the world, especially given the continuing health and safety concerns around COVID-19.

As always, we encourage you to vote your shares prior to the Annual Meeting.

Our Board recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 of this Proxy Statement and “FOR” each of Proposals 2, 3, and 4. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.

Voting Your Shares

Table of Contents

TABLE OF CONTENTS

CERTAIN IMPORTANT TERMS

Proxy Summary

Proxy Summary

Proxy Summary

Proxy Summary

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 table shows the percentage of our director nominees possessing each listed skill:

 

		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, capital markets, investment management, private equity and investment banking				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

Director Nominee Diversity

The Board believes that a diverse board is better able to effectively oversee our management and strategy and to position the Company to deliver long-term value for our stockholders. Our Board considers diversity, including gender, racial and ethnic diversity, as adding to the overall mix of perspectives of our Board as a whole. In 2020, with its most recent additions of Directors Hondal and Lamm-Tennant, the Board further increased its diversity.

 

Half of our Director nominees enhance the Board’s gender, racial and ethnic diversity.
		1  Hispanic/Latin American   1  African-American   3  Women

 

 

Proxy Summary

Proxy Summary

Proxy Summary

PROPOSAL 1: Election of Directors

PROPOSAL 1: ELECTION OF DIRECTORS

The Board has nominated each of our eight directors, Francis A. Hondal, Daniel G. Kaye, Joan Lamm-Tennant, Kristi A. Matus, Mark Pearson, Bertram L. Scott, George Stansfield and Charles G.T. Stonehill, for election at the Annual Meeting to serve until the 2023 annual meeting or until their successors are elected or have been qualified. The Board believes that each of these nominees continues to have the necessary skills and experience to effectively oversee our business. Each of these nominees currently serves as a director, and each has consented to being named in this Proxy Statement and agreed to serve if elected.

Our Board is currently composed of eight incumbent directors. A biography of each director nominee and a description of each director’s skills and qualifications follow this proposal.

All director nominees will stand for election for a one-year term that expires at the following annual meeting.

Unless otherwise instructed, the proxyholders will vote proxies FOR the nominees of the Board. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. However, if any of the Board’s nominees should become unable for any reason or unwilling for good cause to serve as a director at any point before the Annual Meeting or any adjournment or postponement of the meeting, the Board may reduce the size of the Board or nominate another candidate for election as a director. If the Board nominates a new candidate, the proxyholders will use their discretion to vote for that candidate.

The Board of Directors

Nominees for Election as Directors for a Term Expiring in 2023

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

The Audit Committee is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm (“independent auditor”) and annually evaluates the independent auditor’s qualifications, performance and independence.

The Audit Committee has appointed PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for the fiscal year ending December 31, 2022. PwC has served as the independent auditor for the Company since 1993. PwC’s background knowledge of the Company, combined with its industry expertise, has enabled it to carry out its audits of our financial statements and the effectiveness of our internal controls over financial reporting with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of PwC as our independent auditor is in the best interest of Holdings and its stockholders. In determining whether to reappoint PwC, the Audit Committee considered factors such as:

The Audit Committee is involved in the selection of PwC’s lead engagement partner and ensures that the lead partner’s engagement is limited to no more than five consecutive years of service (in accordance with SEC rules). The current lead PwC engagement partner was designated commencing with the 2018 audit and is eligible to serve in that capacity through the end of the 2022 audit. In 2021 management and the Audit Committee appointed a new lead engagement partner who will assume his position in January of 2023.

We request that our stockholders ratify the appointment of PwC as our independent auditor for fiscal year 2022. If the stockholders do not ratify such appointment, the Audit Committee will take note and may reconsider its retention of PwC. If such appointment is ratified, the Audit Committee will still have the discretion to replace PwC at any time during the year. Representatives of PwC are expected to be present at the Annual Meeting and will have the opportunity to make a statement. They will also be available to respond to questions from stockholders regarding their audit of our consolidated financial statements for fiscal year 2021.

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

Fees Paid to PricewaterhouseCoopers LLP

The following table sets forth the fees paid by the Company to PwC for professional services rendered for the fiscal year ending December 31, 2021. Audit amounts are presented on an accrual basis and cover services performed for the year under audit, regardless of the calendar year in which they were performed. All other fees are presented on an as incurred basis.

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.

Audit Committee Report

The Audit Committee operates under a written charter adopted by the Board. The Audit Committee currently consists of three directors, each of whom are independent directors (Daniel G. Kaye, Joan Lamm-Tennant, and Kristi A. Matus).

The Board has determined that all three members of the Audit Committee have the requisite experience to be designated an audit committee financial expert as such term is defined under Item 407(d)(5) of Regulation S-K under the Securities Act and the applicable standards of the NYSE.

Management is responsible for the preparation and presentation of the Company’s financial statements and the reporting process, for its accounting policies and procedures, and for the establishment of effective internal controls and procedures.

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 controls 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 controls 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 controls 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 2021 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. In 2021, management and the Audit Committee undertook a formal evaluation of our independent auditor. 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 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 2021 be included in our Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.

Audit Committee

Daniel G. Kaye (Chair)

Joan Lamm-Tennant

Kristi A. Matus

PROPOSAL 3: Advisory Vote on Executive Compensation

PROPOSAL 3: ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, we are providing our stockholders with a non-binding advisory vote on the compensation paid to our named executive officers. This advisory vote is also referred to as the “say-on-pay” advisory vote. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Details on our compensation approach are described in the Compensation Discussion and Analysis and the accompanying compensation tables and narrative discussion.

The Compensation Committee has implemented an executive compensation program that is intended to align the interests of our executive officers with those of our stockholders. A substantial majority of our named executive officers’ compensation is in the form of variable, at-risk compensation that requires us to achieve performance objectives that are intended to create long-term stockholder value. Furthermore, we align our executives’ interests with those of our stockholders by utilizing metrics in our short- and long-term incentive programs that are tied to performance outcomes that will enhance stockholder value.

We are asking stockholders to approve the following resolution:

RESOLVED, that the compensation paid to our named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure, is hereby APPROVED.

We believe it is important to understand the views of our stockholders with respect to how we compensate our named executive officers. Although this vote is advisory, the Compensation Committee intends to consider the results of the vote, as well as other relevant factors, as part of its ongoing oversight of our executive compensation program.

Executive Compensation

EXECUTIVE COMPENSATION

Table of Contents

Executive Compensation

2021 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. We operate through four business segments including Individual Retirement, Group Retirement, Protection Solutions and Investment Management & Research.

2021 PERFORMANCE

2021 marked an unprecedented year in our company’s history. We delivered strong operating performance across our businesses and continued to consistently return capital to shareholders. 2021 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

2021 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 significant changes to program design. Given the 97.3% level of support received from stockholders in 2021 for our existing program, as well as to ensure consistency in our practices, we did not make any significant changes to the EQH Compensation Program design for 2021. Rather, the program continued to include a carefully chosen mix of fixed and at-risk components. Beginning our third year as a public company, the Compensation Committee felt it was an appropriate time to conduct a review of both our short- and long-term incentive compensation programs to ensure the program was rewarding long-term value creation, ensuring alignment with our long-term financial success and facilitating the attraction, motivation and retention of top talent. As a result of the review, we refined the EQH Compensation Program design for 2021 as summarized in this “Executive Summary.”

No changes due to COVID-19 Pandemic. Despite the continued uncertainty experienced throughout 2021 due to the global pandemic, we did not make any modifications to the targets for any in-process incentive compensation or awards, or otherwise make adjustments to the EQH Compensation Program as a result of the pandemic.

Refined strategic objectives metric of our Short-Term Incentive Compensation Program (“STIC Program”) to focus on most critical Company objectives. 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 was reviewed again in 2020 to ensure program design was effective and in line with current public company market standards. While we did not make any changes to the current metrics and weightings (i.e., non-GAAP Operating Earnings (50%), net flows (25%) and strategic objectives (25%)) in the STIC Program, we reduced the number of distinct objectives under the strategic objectives metric from eleven to five to better focus on the Company’s most critical 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 2021 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 below in “2021 Total Direct Compensation.”

Continued balance of equity vehicles with enhanced focus on Performance Shares; updated vehicle mix, updated vehicle weighting and changes to performance share metrics. During 2021, 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. We modified the vehicle mix, vehicle weighting and performance share metrics for our equity program for 2021 to place a greater weighting on performance-based shares and to simplify the program in an effort to enhance alignment of long-term performance with program objectives.

Vehicle Mix. We simplified the vehicle mix in our long-term incentive compensation program. Specifically, we eliminated the use of stock options and Return on Equity (“ROE”) Performance Shares. The 2021 equity grants consisted of Performance Shares based on Total Shareholder Return (“TSR”) and restricted stock units (“RSUs)”.

Vehicle Weighting; Increased Performance Shares to 60% of Annual Award. We also adjusted equity vehicle weightings from RSUs (25%), stock options (25%) and Performance Shares (50%) (of such 50%, 25% based on relative TSR performance and 25% based on absolute ROE performance) to RSUs (40%) and Performance Shares (60%) (of such 60%, 100% based on relative TSR performance). The increased performance share weighting more strongly supports the Company’s pay for performance philosophy.

Executive Compensation

Performance Share Metrics. We eliminated the absolute ROE metric for Performance Shares due to the difficulty of projecting a reasonable ROE goal under current accounting standards. We maintained the TSR metric for Performance Shares.

The table below illustrates the changes described above for 2021 to the equity vehicle mix, vehicle weightings and performance share metrics.

Continued focus on corporate governance. We continued to follow good corporate governance practices for 2021 as shown below in “Corporate Governance Practices.”

2021 Total Direct Compensation

The following charts reflect the pay mix for our CEO and the average pay mix for the other participants in the 2021 EQH Compensation Program.

Executive Compensation

Program Components

Executive Compensation

Corporate Governance Practices

We are committed to reviewing our program each year to ensure that it reflects stockholder feedback and continues to comport with strong governance principles, incentivizes excellent performance and aligns executives’ financial interests with those of our stockholders.

Executive Compensation

Compensation Discussion and Analysis

Our 2021 Named Executive Officers are:

As President and Chief Executive Officer of Holdings, Mr. Pearson is responsible for the business strategy and operations of the entire Company. The other 2021 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 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. AB’s 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 2021 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 2020 review, the Compensation Committee made no changes to the Compensation Peer Group.

Executive Compensation

Competitive Compensation Analysis

In November 2020, 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.

Executive Compensation

Compensation Components

The EQH Compensation Program includes the following key components:

Executive Compensation

Compensation Arrangements

Mr. Pearson is the only EQH Program Participant with an employment agreement. The employment agreement continues in effect until the last day of the month in which Mr. Pearson attains age 65, unless terminated earlier by the parties.

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 2021, taking into consideration the Pay Governance Compensation Analysis and input from management. Based on the foregoing, the Compensation Committee approved of a base salary increase of $100,000 for Mr. Malmström. 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 2021, 2020 and 2019 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 2021 STIC Program. The amount of an EQH Program Participant’s individual award under the 2021 STIC Program was determined by multiplying his 2021 STIC Program award target (his “STIC Target”) by a funding percentage (the “Final Funding Percentage”) and by his “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 2021, taking into consideration the Pay Governance Compensation Analysis and input from management, and did not make any adjustments. The following table shows the 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 2021 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 2020 STIC Program in February 2021, the Compensation Committee elected to retain the same overall performance objectives and relative weightings for the 2021 STIC Program. However, 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 and, accordingly, may vary in future years as different metrics become more relevant.

The 2021 STIC Program performance objectives and their relative weightings were as follows:

Executive Compensation

Executive Compensation

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 Premiums and Flows, the targets were numerical. For each Strategic Initiative, the target was set as the accomplishment of the 2021 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. At the Company’s February 2021 Compensation Committee meeting, the Compensation Committee approved the initial Non-GAAP Operating Earnings target, and further delegated authority to the Chair of the Compensation Committee to approve any changes to the Non-GAAP Operating Earning target once the then-anticipated Venerable reinsurance transaction was closed.

As a result of the Venerable reinsurance transaction (which closed on June 1, 2021), Ms. Matus, as Chair of the Compensation Committee, determined that the target Non-GAAP Operating Earnings was no longer an accurate performance measure due to the transfer of $17 billion of the Company’s fixed rate GMxB⁵ account value to Venerable. As a result, Ms. Matus approved an adjustment to the Non-GAAP Operating Earnings target of $(105) million for 2021, reducing the Non-GAAP Operating Earnings target from $2.335 million to $2.230 million. The remaining STIC targets were not impacted by the Venerable transaction because the transaction only impacted the Company’s individual retirement legacy business, and the Compensation Committee did not make any changes to those targets for 2021.

Performance at target for a performance objective, results 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, results 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%.

Executive Compensation

The Non-GAAP Operating Earnings and Premiums and Flows performance objectives were also assigned caps and floors that were approved by the Compensation Committee. The cap and floor for the Non-GAAP Operating Earnings performance objective were set at +/- 20% of target while the caps and floors for the Premiums and Flows performance objective were set at +/- 15% of target. Performance at the cap or higher for a performance objective results in that performance objective’s maximum contribution to the Initial Funding Percentage. Performance at the floor or lower results in no contribution to the Initial Funding Percentage by the performance objective.

The Strategic Initiatives’ performance objective was not assigned specific caps or floors. 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.

The Initial Funding Percentage was 154%. The following table presents the target and actual results for each of the performance objectives, along with their floors, caps, relative weightings and ultimate contribution to the Initial Funding Percentage. All amounts listed for floors, caps, 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 22%, with some goals being evaluated as slightly below target. Mr. Pearson noted, among other items, that:

Executive Compensation

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 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 2021 STIC Program, so the Final Funding Percentage remained at 154%.

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 2021 performance of each EQH Program Participant as well as Mr. Pearson’s recommendations for each EQH Program Participant’s Individual Assessment Percentage and 2021 STIC Program award. Based on its assessment of each EQH Program Participant’s performance, the Compensation Committee approved the amount of the 2021 STIC Program awards for each EQH Program Participant.

Executive Compensation

In making its recommendations, the Compensation Committee took into account the factors that it deemed relevant, including the following accomplishments achieved in 2021 by the EQH Program Participants.

Executive Compensation

Executive Compensation

Executive Compensation

The annual cash incentive awards and bonuses earned by the EQH Program Participants in 2021, 2020 and 2019 are reported in the “Summary Compensation Table” included below.

Executive Compensation

Equity-Based Awards

In 2021, 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:

2021 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 2021, the Compensation Committee reviewed the equity vehicles granted under the 2019 Equity Program and their related terms and conditions and elected to keep them largely the same for the 2021 Equity Program, except that (i) stock options were removed from the equity vehicle mix, (ii) the new equity vehicle weighting became 60% Performance Shares and 40% time-based restricted stock units; (iii) absolute ROE was removed as a performance share metric, moving to 100% relative TSR; (iv) the TSR cap at 100% performance factor when relative TSR is negative was removed; and (v) some other minor changes were made to the terms and conditions^6,7.

Equity Vehicles

The equity-based awards granted under the 2021 Equity Program consisted of a mix of “full value” restricted stock units and Performance Shares. Equity vehicles that are “appreciation only” (stock options) vehicles were removed from the equity vehicle mix for 2021. 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 retaining 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 were approved by the Compensation Committee. This dollar value was then allocated between the different equity vehicles. Performance Shares received the highest

Executive Compensation

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 16, 2021, with a grant date of February 17, 2021. The following table provides an overview of the different equity vehicles.

EQH RSUs. EQH RSUs have a vesting schedule of three years, with one-third of the grant vesting on each of February 28, 2022, February 28, 2023, and February 28, 2024. 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, 2024. 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 2021. These are EQH Performance

Shares that may be earned based on Holdings’ total shareholder 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 critical to value creation. 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 where TSR outperformance over peers can be rewarded and underperformance can be accounted for with potential below-target payouts.

Executive Compensation

TSR Performance Shares. The number of TSR Performance Shares that are earned will be determined at the end of a performance period (January 1, 2021 – December 31, 2023) by multiplying the number of unearned TSR Performance Shares by the “TSR Performance Factor.” The TSR Performance Factor will be determined as follows:

The Compensation Committee reviewed the peer group used for determining Relative TSR (the “TSR Peer Group”) under the 2019 Equity Program and determined that there were no changes necessary to the peer group for purposes of the 2021 TSR Performance Share grants. The TSR Peer Group includes:

Equity Targets

The Compensation Committee reviewed the Equity Targets of the EQH Program Participants in February 2021 (for Mr. Raju, at the time of his appointment), 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 Target for Mr. Lane (target increase of $200,000). The following table shows the Equity Targets of the EQH Program Participants for 2021:

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 2021 Equity Program.

Award Amounts

Each EQH Program Participant received an award under the 2021 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

Executive Compensation

each executive’s potential future contributions, its consideration of the importance of retaining the executive in his or her current position and its review of the Pay Governance Compensation Analysis.

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

The amounts granted were determined as follows:

Termination of Employment and Restrictive Covenants

Generally, if an EQH Program Participant terminates employment, his 2021 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 was added to the 2021 equity-based awards 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 2021 Equity Program awards for each of the EQH Program Participants is reported in the 2021 Grants of Plan-Based Awards Table included below.

2021 AXA Equity-Based Award Payouts

In 2017 and prior years, annual equity-based awards for the EQH Program Participants other than Mr. Hurd were available under the umbrella of AXA’s global equity program. The value of the equity-based awards granted in 2017 and prior years was linked to the performance of AXA’s stock.

Executive Compensation

In 2021, each of Messrs. Pearson, Raju (as Chief Financial Officer effective April 1, 2021) and Lane received a payout under the 2017 AXA International Performance Shares Plan (the “2017 AXA Performance Shares Plan”). Under the 2017 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, 2017, and ending on December 31, 2019, by multiplying the number of AXA Performance Shares granted by a performance percentage. For Mr. Pearson and Mr. Raju (as Chief Financial Officer effective April 1, 2021), this percentage was 102.03% and was determined based on the performance of AXA Group and our retirement and protection businesses over the applicable performance period. For Mr. Lane, this percentage was 102.65% 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.

The payouts of 2017 AXA Performance Shares in 2021 did not impact any compensation decisions made for 2021. Detailed information on the payouts is reported in the 2021 Option Exercises and Stock Vested Table included below.

2019 EQH Equity-Based Award Results

In February 2022, participants in the EQH Compensation Program received payouts with respect to Performance Shares granted in February 2019 for the three-year performance period ended December 31, 2021. Two types of Performance Shares were granted:

The performance factor for the ROE Performance Shares was 160.2%, calculated as follows:

The performance factor for the TSR Performance Shares was 200%, calculated as follows:

Since the Company’s TSR for the performance period of 91.3% fell above the 87.5th percentile for the peer group, the corresponding performance factor was 200%.

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.

Executive Compensation

Executive Compensation

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.

The incremental costs of perquisites for the EQH Program Participants during 2021 are included in the column entitled “All Other Compensation” in the “Summary Compensation Table” included below.

Termination Benefits

Severance Benefits

We provide severance benefits to treat employees fairly at termination and provide competitive total compensation packages. Our severance benefits are summarized below.

Executive Compensation

Change in Control Benefits

Change-in-control benefits are intended to retain executives and incent efforts to maximize stockholder value during a change in control. Our change-in-control benefits are summarized below.

For additional information on severance and change in control benefits for the EQH Program Participants as of December 31, 2021, see “Potential Payments Upon Termination or Change in Control” below.

MR. BERNSTEIN’S COMPENSATION

Compensation Philosophy

AB structures its executive compensation programs 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:

In 2021, AB instituted a performance scorecard for senior leaders and executives, including Mr. Bernstein, to shift priorities from a primarily revenue-based model to a broader leadership mindset, which includes accelerating ESG initiatives and aligns 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:

Executive Compensation

The performance scorecards support management and the AB Compensation Committee in assessing each executives, including 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.

Compensation Decision-Making Process

In 2021, AB management engaged McLagan Partners (“McLagan”) to provide compensation benchmarking data for Mr. Bernstein (“2021 Benchmarking Data”). The 2021 Benchmarking Data summarized 2020 compensation levels and 2021 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 2021 Benchmarking Data provided ranges of compensation levels at the Comparable Companies for positions similar to Mr. Bernstein’s, including base salary and total compensation.

Equity Targets

The 2021 Benchmarking Data indicated that the total compensation paid to Mr. Bernstein in 2021 fell within the ranges of total compensation paid to executives at the Comparable Companies.

The AB Compensation Committee considered the 2021 Benchmarking Data in concluding that Mr. Bernstein’s 2021 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 a 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.

Executive Compensation

Annual Short-Term Incentive Compensation Award (Cash Bonus)

A 2021 variable cash incentive award was available for Mr. Bernstein under AB’s 2021 Incentive Compensation Program (the “2021 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.

Adjusted Compensation Ratio

For the 2021 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. 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 2021, the Adjusted Compensation Ratio was 46.5%.

Mr. Bernstein’s Award

In accordance with the terms of the Bernstein Employment Agreement, Mr. Bernstein’s short-term incentive compensation target for 2021 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 $5,575,000 for Mr. Bernstein under the 2021 AB STIC Program.

In making its determination, the AB Compensation Committee considered the significant 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 2021.

Executive Compensation

Mr. Bernstein’s specific accomplishments during 2021 are summarized in the table below.

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 increase 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 $5,225,000 and three-year pro-rata vesting during its regular meeting held in December 2021 (the “2021 SB Award”).

The 2021 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 2021 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 2021 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 2021 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 2021 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 entitled to 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, as further amended as of January 1, 2017, and as further amended as of April 1, 2018, the “Profit Sharing Plan”), a tax-qualified 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 2021, 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.

Termination Benefits

The Bernstein Employment Agreement provides for certain severance and change in control benefits as described below. 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, 2021, 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.

Executive Compensation

2021 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 $850,000 under the 2021 Equity Program, which was comprised of the following:

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.

Stock Ownership Guidelines and Retention Requirements

The following stock ownership guidelines apply to members of the Management Committee:

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

Executive Compensation

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).

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.

All trading plans must:

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 third “Say on Pay” vote in 2021. Our stockholders indicated their strong satisfaction with our executive compensation program through their overwhelming approval of the 2021 Say on Pay vote (97.3% of votes in favor) and during our regular investor outreach meetings. The Compensation Committee considered this feedback in reviewing our 2021 executive compensation program and, based on the high level of support for our existing program, did not make many substantial changes for 2021. For a summary of the compensation changes made for 2021, see the “2021 Executive Compensation Highlights” section herein.

Compensation Committee Report

The Compensation Committee reviewed the preceding Compensation Discussion and Analysis and discussed it with management. Based on the Compensation Committee’s review and discussion with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Executive Compensation

Compensation Committee

Kristi A. Matus (Chair)

Francis A. Hondal

Bertram L. Scott

Charles G.T. Stonehill

Compensation Committee Interlocks and Insider Participation

The following directors served as Compensation Committee members during 2021: Messrs. Scott and Stonehill and Mss. Matus and Hondal. During 2021, none of our executive officers served as: (a) a member of the compensation committee of any entity for which a member of our Board served as an executive officer or (b) a director of another entity, an executive officer of which serves as member of the Board.

Consideration of Risk Matters in Determining Compensation